STAR-12.31.2013-10K
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________
FORM 10-K
 
 
 
(Mark One)
 
 
ý
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                  
Commission File No. 1-15371
_______________________________________________________________________________
iSTAR FINANCIAL INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
 
95-6881527
(I.R.S. Employer
Identification Number)
1114 Avenue of the Americas, 39th Floor
 
 
New York, NY
(Address of principal executive offices)
 
10036
(Zip code)
Registrant's telephone number, including area code: (212) 930-9400
_______________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class:
 
Name of Exchange on which registered:
Common Stock, $0.001 par value
 
New York Stock Exchange
8.000% Series D Cumulative Redeemable
Preferred Stock, $0.001 par value
 
New York Stock Exchange
7.875% Series E Cumulative Redeemable
Preferred Stock, $0.001 par value
 
New York Stock Exchange
7.8% Series F Cumulative Redeemable
Preferred Stock, $0.001 par value
 
New York Stock Exchange
7.65% Series G Cumulative Redeemable
Preferred Stock, $0.001 par value
 
New York Stock Exchange
7.50% Series I Cumulative Redeemable
Preferred Stock, $0.001 par value
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
 
 
 
Title of each class:
 
Name of Exchange on which registered:
4.50% Series J Convertible Perpetual
Preferred Stock, $0.001 par value
 
N/A


Table of Contents


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No ý
Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports); and (ii) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
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 Act). Yes o    No ý
As of June 30, 2013, the aggregate market value of the common stock, $0.001 par value per share of iStar Financial Inc. ("Common Stock"), held by non-affiliates (1) of the registrant was approximately $926.4 million, based upon the closing price of $11.29 on the New York Stock Exchange composite tape on such date.
As of February 21, 2014, there were 84,871,977 shares of Common Stock outstanding.
(1)
For purposes of this Annual Report only, includes all outstanding Common Stock other than Common Stock held directly by the registrant's directors and executive officers.
DOCUMENTS INCORPORATED BY REFERENCE
1.
Portions of the registrant's definitive proxy statement for the registrant's 2013 Annual Meeting, to be filed within 120 days after the close of the registrant's fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.
 


Table of Contents

TABLE OF CONTENTS

 
 
Page
 
 
 
 


Table of Contents


PART I

Item 1.    Business
Explanatory Note for Purposes of the "Safe Harbor Provisions" of Section 21E of the Securities Exchange Act of 1934, as amended
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are included with respect to, among other things, iStar Financial Inc.'s current business plan, business strategy, portfolio management, prospects and liquidity. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results or outcomes to differ materially from those contained in the forward-looking statements. Important factors that iStar Financial Inc. believes might cause such differences are discussed in the section entitled, "Risk Factors" in Part I, Item 1a of this Form 10-K or otherwise accompany the forward-looking statements contained in this Form 10-K. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In assessing all forward-looking statements, readers are urged to read carefully all cautionary statements contained in this Form 10-K.
Overview
iStar Financial Inc., or the “Company,” is a fully-integrated finance and investment company focused on the commercial real estate industry. The Company provides custom-tailored investment capital to high-end private and corporate owners of real estate and invests directly across a range of real estate sectors. The Company, which is taxed as a real estate investment trust, or “REIT,” has invested more than $35 billion over the past two decades. The Company's primary business segments are real estate finance, net lease, operating properties and land.
The real estate finance portfolio is comprised of senior and mezzanine real estate loans that may be either fixed-rate or variable-rate and are structured to meet the specific financing needs of borrowers. The Company's portfolio also includes preferred equity investments and senior and subordinated loans to corporations, particularly those engaged in real estate or real estate related businesses, and may be either secured or unsecured. The Company's loan portfolio includes whole loans and loan participations.
The net lease portfolio is primarily comprised of properties owned by the Company and leased to single creditworthy tenants where the properties are subject to long-term leases. Most of the leases provide for expenses at the facility to be paid by the tenant on a triple net lease basis. The properties in this portfolio are diversified by property type and geographic location.
The operating properties portfolio is comprised of commercial and residential properties which represent a diverse pool of assets across a broad range of geographies and property types. The Company generally seeks to reposition or redevelop these assets with the objective of maximizing their value through the infusion of capital and/or intensive asset management efforts. The commercial properties within this portfolio include office, retail, hotel and other property types. The residential properties within this portfolio are generally luxury condominium projects located in major U.S. cities where the Company's strategy is to sell individual condominium units through retail distribution channels.
The land portfolio is primarily comprised of land entitled for master planned communities as well as waterfront and urban infill land parcels located throughout the U.S. Master planned communities represent large-scale residential projects that the Company will entitle, plan and/or develop and may sell through retail channels to home builders or in bulk. Waterfront parcels are generally entitled for residential projects and urban infill parcels are generally entitled for mixed-use projects. The Company may develop these properties itself or sell to or partner with commercial real estate developers.
The Company's primary sources of revenues are operating lease income, which is the rent and reimbursements that tenants pay to lease its properties, and interest income, which is the interest that borrowers pay on loans. The Company primarily generates income through a “spread” or “margin,” which is the difference between the revenues generated from leases and loans and interest expense and the cost of real estate operations. In addition, the Company expects to generate

1

Table of Contents

income from commercial operating property revenue and sales of its remaining residential condominium assets and from its land portfolio over time.
Company History and Recent Developments
The Company began its business in 1993 through the management of private investment funds and became publicly traded in 1998. Since that time, the Company has grown through the origination of new lending and leasing transactions, as well as through corporate acquisitions. During the last several years, the composition of the Company's portfolio changed as loans were repaid and the Company acquired title to assets of defaulting borrowers. The size of the Company's lending portfolio declined and its real estate portfolio increased to include operating properties and land, in addition to net lease assets. As conditions in the economy and financing markets have improved, the Company has been increasing its originations of new lending and net lease investments, repositioning or redeveloping its operating properties and progressing on the entitlement and development of its land assets. We intend to continue these efforts, with the objective of having these assets contribute positively to earnings in the future. The Company's business segments are discussed in further detail below.
Financing Strategy
The Company has continued to strengthen its balance sheet through its financing activities. During 2012, the Company's credit ratings were upgraded and over the last two years, it has executed 10 capital markets transactions, including issuing secured and unsecured debt and preferred stock. As a result of these transactions, the Company has satisfied all of its significant near term debt maturities while meaningfully extending its debt maturity profile. These transactions, along with fundamental improvements in the overall economy and real estate markets, have allowed the Company to reduce its overall cost of capital while maintaining lower leverage. Going forward, the Company will seek to raise capital through a variety of means, which may include secured and unsecured debt financing, debt refinancings, asset sales, issuances of equity, joint ventures and other third party capital arrangements. A more detailed discussion of the Company's current liquidity and capital resources is provided in Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations."
Investment Strategy
During 2013, the Company funded a total of $483.7 million of investments, including $259.1 million in lending and other investments, $128.6 million to acquire and invest in net lease assets and $96.0 million of capital to reposition or redevelop its operating properties and develop its land assets.
One of the Company's objectives is to continue to increase its new investment activities. In making new investments, the Company expects its strategy will focus on the following:
Targeting the origination of custom-tailored mortgage, corporate and lease financings where customers require flexible financial solutions and "one-call" responsiveness post-closing;
Avoiding commodity businesses where there is significant direct competition from other providers of capital;
Developing direct relationships with borrowers and corporate customers in addition to sourcing transactions through intermediaries;
Adding value beyond simply providing capital by offering borrowers and corporate customers specific lending expertise, flexibility, certainty of closing and continuing relationships beyond the closing of a particular financing transaction;
Taking advantage of market anomalies in the real estate financing markets when, in the Company's view, credit is mispriced by other providers of capital; and
Evaluating relative risk adjusted returns across multiple investment markets.
Underwriting Process
The Company reviews investment opportunities with its investment professionals, as well as representatives from its legal, credit, risk management and capital markets areas. The Company has developed a process for screening potential investments called the Six Point Methodologysm. Through this process, the Company evaluates an investment opportunity prior to beginning its formal due diligence process by: (1) evaluating the source of the opportunity; (2) evaluating the quality of the collateral, corporate credit or lessee, as well as the market and industry dynamics; (3) evaluating the borrower equity, corporate sponsorship and/or guarantors; (4) determining the optimal legal and financial structure for the transaction given its risk profile; (5) performing an alternative investment test; and (6) evaluating the liquidity of the investment and the ability to match fund the asset. Participation is encouraged from professionals in all disciplines throughout the entire origination process, from the initial consideration of the opportunity, through the Six Point Methodologysm and into the preparation and distribution of an approval memorandum for the Company's internal and/or Board of Directors investment committees and into the documentation and closing process.

2

Table of Contents

Any commitment to make an investment of $25 million or less ($50 million or less in the case of a corporate debt instrument or aggregate debt instruments issued by a single corporate issuer) in any transaction or series of related transactions requires the approval of the Chief Executive Officer and Chief Investment Officer. Any commitment in excess of $25 million but less than or equal to $50 million requires the further approval of the Company's internal investment committee, consisting of senior management representatives from all of the Company's key disciplines. Any commitment in excess of $50 million but less than or equal to $75 million requires the further approval of the Investment Committee of the Board of Directors. Any commitment in excess of $75 million, and any strategic investment such as a corporate merger, acquisition or material transaction involving the Company's entry into a new line of business, requires the approval of the full Board of Directors.
Hedging Strategy
The Company finances its business with a combination of fixed-rate and variable-rate debt and its asset base consists of fixed-rate and variable-rate investments. Its variable-rate assets and liabilities create a natural hedge against changes in variable interest rates. This means that as interest rates increase, the Company earns more on its variable-rate lending assets and pays more on its variable-rate debt obligations and, conversely, as interest rates decrease, the Company earns less on its variable-rate lending assets and pays less on its variable-rate debt obligations. When the Company's variable-rate debt obligations differ significantly from its variable-rate lending assets, the Company may utilize derivative instruments to limit the impact of changing interest rates on its net income. The Company also uses derivative instruments to limit its exposure to changes in currency rates in respect of certain investments denominated in foreign currencies. The Company does not use derivative instruments for speculative purposes. The derivative instruments the Company uses are typically in the form of interest rate swaps, interest rate caps and foreign exchange contracts.
Portfolio Overview
As of December 31, 2013, based on current gross carrying values, the Company's total investment portfolio has the following characteristics ($ in thousands)(1):
Asset Type


3

Table of Contents

Property Type
Property/Collateral Types
 
Real Estate Finance
 
Net Lease
 
Operating Properties
 
Land
 
Total
 
% of
Total
Land
 
$
152,992

 
$

 
$

 
$
965,192

 
$
1,118,184

 
21.6
%
Office
 
9,889

 
484,535

 
293,928

 

 
788,352

 
15.2
%
Industrial / R&D
 
96,283

 
550,413

 
52,258

 

 
698,954

 
13.5
%
Entertainment / Leisure
 
77,427

 
475,437

 

 

 
552,864

 
10.7
%
Hotel
 
246,180

 
136,080

 
96,708

 

 
478,968

 
9.2
%
Mixed Use / Mixed Collateral
 
237,161

 

 
169,120

 

 
406,281

 
7.8
%
Retail
 
208,990

 
57,348

 
129,604

 

 
395,942

 
7.6
%
Condominium
 
107,975

 

 
223,250

 

 
331,225

 
6.4
%
Other Property Types
 
262,412

 
9,483

 

 

 
271,895

 
5.2
%
Strategic Investments
 

 

 

 

 
145,004

 
2.8
%
Total
 
$
1,399,309

 
$
1,713,296

 
$
964,868

 
$
965,192

 
$
5,187,669

 
100.0
%

Geography
Geographic Region
 
Real Estate Finance
 
Net Lease
 
Operating Properties
 
Land
 
Total
 
% of
Total
Northeast
 
$
391,967

 
$
374,478

 
$
152,779

 
$
193,055

 
$
1,112,279

 
21.4
%
West
 
142,029

 
427,052

 
190,356

 
351,374

 
1,110,811

 
21.4
%
Southeast
 
264,100

 
237,433

 
229,504

 
86,472

 
817,509

 
15.8
%
Mid-Atlantic
 
160,091

 
193,735

 
158,148

 
183,102

 
695,076

 
13.4
%
Southwest
 
171,815

 
220,714

 
179,806

 
122,160

 
694,495

 
13.4
%
Central
 
87,390

 
102,755

 
47,332

 
9,500

 
246,977

 
4.8
%
Northwest
 
50,118

 
80,858

 
6,943

 
19,529

 
157,448

 
3.0
%
International(2)
 
121,733

 

 

 

 
121,733

 
2.3
%
Various
 
10,066

 
76,271

 

 

 
86,337

 
1.7
%
Strategic Investments(2)
 

 

 

 

 
145,004

 
2.8
%
Total
 
$
1,399,309

 
$
1,713,296

 
$
964,868

 
$
965,192

 
$
5,187,669

 
100.0
%
Explanatory Notes:
_______________________________________________________________________________

(1)
Based on the carrying value of our total investment portfolio gross of accumulated depreciation and general loan loss reserves.
(2)
Strategic investments include $47.0 million of international assets. Additionally, international and strategic investments include $118.8 million of European assets, including $79.8 million in Germany and $39.0 million in the United Kingdom.

4

Table of Contents

Industry Segments
The Company has four business segments: Real Estate Finance, Net Lease, Operating Properties and Land. The following describes the Company's reportable segments ($ in thousands) as of December 31, 2013:
 
 
Real Estate Finance
 
Net Lease
 
Operating Properties
 
Land
 
Corporate / Other(1)
 
Total
Real estate, at cost
 
$

 
$
1,696,888

 
$
720,508

 
$
803,238

 
$

 
$
3,220,634

Less: accumulated depreciation
 

 
(338,640
)
 
(82,420
)
 
(3,393
)
 

 
(424,453
)
Real estate, net
 

 
1,358,248

 
638,088

 
799,845

 

 
2,796,181

Real estate available and held for sale
 

 

 
228,328

 
132,189

 

 
360,517

Total real estate
 

 
1,358,248

 
866,416

 
932,034

 

 
3,156,698

Loans receivable and other lending investments, net
 
1,370,109

 

 

 

 

 
1,370,109

Other investments
 

 
16,408

 
16,032

 
29,765

 
145,004

 
207,209

Total portfolio assets
 
$
1,370,109

 
$
1,374,656

 
$
882,448

 
$
961,799

 
$
145,004

 
$
4,734,016

Explanatory Note:
_______________________________________________________________________________

(1)
Corporate/Other includes certain equity investments that are not included in a reportable segment. See Item 8—"Financial Statements and Supplementary Data—Note 6" for further detail on these investments.

Additional information regarding segment revenue and profit information as well as prior period information is presented in Item 8—"Financial Statements and Supplementary Data—Note 15" and a discussion of operating results is presented in Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations."
Real Estate Finance
A majority of the Company's real estate finance portfolio consists of senior mortgage loans that are secured by commercial real estate assets where the Company is the first lien holder. The portfolio also consists of subordinated mortgage loans that are secured by subordinated interests in commercial and residential real estate assets where the Company is in either a second lien or junior position, and corporate/partnership loans, which represent mezzanine or subordinated loans to entities for which the Company does not have a lien on the underlying asset, but may have a pledge of underlying equity ownership of such assets. In addition, the Company has a preferred equity investment classified as other lending investments.
The Company's real estate finance portfolio included the following ($ in thousands):
 
 
As of December 31,
 
 
2013
 
2012
 
 
Total
 
% of Total
 
Total
 
% of Total
Performing loans(1):
 
 
 
 
 
 
 
 
Senior mortgages
 
$
563,513

 
40.3
%
 
$
829,894

 
44.5
%
Subordinate mortgages
 
60,679

 
4.3
%
 
98,758

 
5.3
%
Corporate/partnership loans
 
429,586

 
30.7
%
 
431,321

 
23.2
%
Subtotal
 
$
1,053,778

 
75.3
%
 
$
1,359,973

 
73.0
%
Non-performing loans(1):
 
 
 
 
 
 
 
 
Senior mortgages
 
$
203,604

 
14.6
%
 
$
478,602

 
25.7
%
Subordinate mortgages
 

 
%
 
14,400

 
0.8
%
Corporate/partnership loans
 

 
%
 
10,110

 
0.5
%
Subtotal
 
$
203,604

 
14.6
%
 
$
503,112

 
27.0
%
Total carrying value of loans
 
$
1,257,382

 
89.9
%
 
$
1,863,085

 
100.0
%
Other lending investments—securities
 
141,927

 
10.1
%
 

 
%
Total carrying value
 
$
1,399,309

 
100.0
%
 
$
1,863,085

 
100.0
%
General reserve for loan losses
 
(29,200
)
 
 
 
(33,100
)
 
 

Total loans receivable and other lending investments, net
 
$
1,370,109

 
 

 
$
1,829,985

 
 


5

Table of Contents

Explanatory Note:
_______________________________________________________________________________

(1)
Performing and non-performing loans are presented net of asset-specific loan loss reserves of $31.0 million and $317.0 million, respectively, as of December 31, 2013, and $15.3 million and $476.1 million, respectively, as of December 31, 2012. See Item 8—"Financial Statements and Supplemental Data—Note 3" for a discussion of the Company's policies regarding non-performing loans and reserves for loan losses.
Summary of Portfolio Characteristics—As of December 31, 2013, the Company's performing loans and other lending investments had a weighted average loan to value ratio of 72%, while non-performing loans had a weighted average loan to value ratio of 94%. Additionally, the Company's performing loans were comprised of 68% fixed-rate loans and 32% variable-rate loans that had weighted average accrual rates of 9.3% and 6.2%, respectively, and had a weighted average remaining term of 2.8 years.
Portfolio Activity—During the year ended December 31, 2013, the Company originated and funded $257.6 million of loans, received principal repayments of $613.6 million and sold loans with a total carrying value of $95.1 million. In addition, the Company took title to property in full or partial satisfaction of non-performing mortgage loans with a fair value of $31.1 million, for which the properties had served as collateral. See Item 8—"Financial Statements and Supplemental Data—Note 5" for further details on real estate finance activities.
Summary of Interest Rate Characteristics—The Company's loans receivable and other lending investments had the following interest rate characteristics ($ in thousands):
 
 
As of December 31,
 
 
2013
 
2012
 
 
Carrying
Value
 
%
of Total
 
Weighted
Average
Accrual Rate
 
Carrying
Value
 
%
of Total
 
Weighted
Average
Accrual Rate
Fixed-rate loans and other lending investments
 
$
811,128

 
58.0
%
 
9.3
%
 
$
704,653

 
37.8
%
 
8.2
%
Variable-rate loans(1)
 
384,577

 
27.4
%
 
6.2
%
 
655,320

 
35.2
%
 
6.1
%
Non-performing loans(2)
 
203,604

 
14.6
%
 
N/A

 
503,112

 
27.0
%
 
N/A

Total carrying value
 
$
1,399,309

 
100.0
%
 
 
 
$
1,863,085

 
100.0
%
 
 

General reserve for loan losses
 
(29,200
)
 
 
 
 
 
(33,100
)
 
 

 
 

Total loans receivable and other lending investments, net
 
$
1,370,109

 
 
 
 
 
$
1,829,985

 
 

 
 


Explanatory Notes:
_______________________________________________________________________________

(1)
As of December 31, 2013 and 2012, includes $117.9 million and $286.3 million, respectively, of loans with a weighted average interest rate floor of 3.2% and 3.3%, respectively.
(2)
Performing and non-performing loans are presented net of asset-specific loan loss reserves of $31.0 million and $317.0 million, respectively, as of December 31, 2013, and $15.3 million and $476.1 million, respectively, as of December 31, 2012.

6

Table of Contents

Summary of Maturities—As of December 31, 2013, the Company's loans receivable and other lending investments had the following maturities ($ in thousands)(1):
Year of Maturity
 
Number of
Loans
Maturing
 
Carrying
Value
 
%
of Total
2014
 
14

 
$
429,523

 
30.6
%
2015
 
9

 
111,539

 
8.0
%
2016
 
5

 
323,208

 
23.1
%
2017
 
5

 
63,784

 
4.6
%
2018
 
5

 
14,459

 
1.0
%
2019 and thereafter
 
8

 
253,192

 
18.1
%
Total performing loans and other lending investments
 
46

 
$
1,195,705

 
85.4
%
Non-performing loans
 
9

 
203,604

 
14.6
%
Total carrying value
 
55

 
$
1,399,309

 
100.0
%
General reserve for loan losses
 
 

 
(29,200
)
 
 

Total loans receivable and other lending investments, net
 
 

 
$
1,370,109

 
 


Explanatory Note:
_______________________________________________________________________________

(1)
Performing and non-performing loans are presented net of asset-specific loan loss reserves of $31.0 million and $317.0 million, respectively.
Net Lease
The net lease portfolio is primarily comprised of properties owned by the Company and leased to single creditworthy tenants where the properties are subject to long-term leases. The majority of the leases provide for expenses at the facility to be paid by the tenant on a triple net lease basis. The Company generally intends to hold its net lease assets for long-term investment. However, the Company may dispose of assets if it deems the disposition to be in the Company's best interests.
Under a typical net lease agreement, the tenant agrees to pay a base monthly operating lease payment and most or all of the facility operating expenses (including taxes, utilities, maintenance and insurance). The Company generally targets corporate customers with facilities that are critical to their ongoing businesses.
The Company's net lease portfolio included the following ($ in thousands):
 
 
As of December 31,
 
 
2013
 
2012
Real estate, at cost
 
$
1,696,888

 
$
1,626,810

Less: accumulated depreciation
 
(338,640
)
 
(310,605
)
Real estate, net
 
1,358,248

 
1,316,205

Real estate available and held for sale
 

 

Other investments
 
16,408

 
16,380

Total
 
$
1,374,656

 
$
1,332,585

Summary of Portfolio Characteristics—As of December 31, 2013, the Company owned 263 facilities, comprising 20.4 million square feet in 33 states. The Company's net lease assets were 94% leased with a weighted average remaining lease term of approximately 12 years. The annual average effective base rent per square foot, net of any tenant concessions, was $7.94 per square foot.
Portfolio Activity—During the year ended December 31, 2013, the Company purchased a net lease asset for $93.6 million and funded $33.8 million of capital expenditures on existing net lease assets, including $26.7 million of fundings on a $40.0 million build-to-suit that is subject to an 18 year lease. In addition, the Company sold assets with a net carrying value of $18.7 million and transferred title of assets with a carrying value of $8.7 million to a tenant during 2013. See Item 8 —"Financial Statements and Supplemental Data—Note 4" for further details on net lease asset activities.

7

Table of Contents

Summary of Lease Expirations—As of December 31, 2013, lease expirations on the Company's net lease assets are as follows ($ in thousands):
Year of Lease Expiration
 
Number of
Leases
Expiring
 
Square Feet of Leases Expiring (in thousands)
 
Annualized NLA
In-Place
Operating
Lease Income(1)
 
% of NLA In-Place
Operating
Lease
Income
 
% of Total
Revenue(2)
2014
 
2

 
157

 
$
2,969

 
1.9
%
 
0.7
%
2015
 
2

 
147

 
2,067

 
1.4
%
 
0.5
%
2016
 
4

 
478

 
5,966

 
3.9
%
 
1.5
%
2017
 
6

 
372

 
5,064

 
3.3
%
 
1.3
%
2018
 
5

 
281

 
3,743

 
2.4
%
 
0.9
%
2019
 
3

 
95

 
1,076

 
0.7
%
 
0.3
%
2020
 
4

 
368

 
3,993

 
2.6
%
 
1.0
%
2021
 
3

 
223

 
4,513

 
2.9
%
 
1.1
%
2022
 
2

 
535

 
9,071

 
5.9
%
 
2.2
%
2023
 
4

 
271

 
6,212

 
4.1
%
 
1.5
%
2024 and thereafter
 
19

 
16,378

 
108,524

 
70.9
%
 
26.8
%
Total
 
54

 
19,305

 
$
153,198

 
100.0
%
 
 

Weighted average remaining lease term
 
11.6 years

 
 
 
 

 
 

 
 


Explanatory Notes:
_______________________________________________________________________________

(1)
Reflects annualized GAAP operating lease income for NLA leases in-place.
(2)
Reflects the percentage of annualized GAAP operating lease income for NLA leases in-place as a percentage of annualized total revenue.
Operating Properties
The operating properties portfolio is comprised of commercial and residential properties which represent a diverse pool of assets across a broad range of geographies and property types. The Company generally seeks to reposition or redevelop these assets with the objective of maximizing their value through the infusion of capital and/or intensive asset management efforts. The commercial properties within this portfolio include office, retail and hotel properties. The residential properties within this portfolio are generally luxury condominium projects located in major U.S. cities where the Company's strategy is to sell individual condominium units through retail distribution channels.
The Company's operating properties portfolio included the following ($ in thousands):
 
 
Commercial
 
Residential
 
 
As of December 31,
 
As of December 31,
 
 
2013
 
2012
 
2013
 
2012
Real estate, at cost
 
$
720,508

 
$
704,481

 
$

 
$

Less: accumulated depreciation and amortization
 
(82,420
)
 
(65,409
)
 

 

Real estate, net
 
$
638,088

 
$
639,072

 
$

 
$

Real estate available and held for sale
 
7,300

 
80,504

 
221,028

 
374,083

Other investments
 
13,809

 
14,599

 
2,223

 
11,146

Total portfolio assets
 
$
659,197

 
$
734,175

 
$
223,251

 
$
385,229

Commercial Properties
Summary of Portfolio Characteristics—As of December 31, 2013, commercial properties within the operating properties portfolio included 28 facilities, comprising 5.5 million square feet in 10 states. Excluding hotel properties, the commercial properties were 61% leased with a weighted average remaining lease term of approximately 6.0 years. The Company had 4 commercial properties classified as held for sale as of December 31, 2013 and their operating results are presented in "Income from discontinued operations" on the Company's Consolidated Statements of Operations. As of December 31, 2013, stabilized

8

Table of Contents

commercial properties had a total carrying value of $134.7 million, or 18% of the portfolio, and generated an unleveraged weighted average effective yield of 9.3% on gross carrying value for the year ended December 31, 2013. Stabilized commercial properties, excluding hotel properties, were 86% leased as of December 31, 2013. Transitional commercial properties had a total carrying value of $606.9 million, or 82% of the portfolio, and generated an unleveraged weighted average effective yield of 3.1% on gross carrying value for the year ended December 31, 2013. Transitional commercial properties, excluding hotel properties, were 56% leased as of December 31, 2013.
Portfolio Activity—During the year ended December 31, 2013, the Company sold properties with a carrying value of $72.6 million, which resulted in a gain of $18.6 million. In addition, the Company funded $19.2 million of capital expenditures. During the year ended December 31, 2013 and 2012, the Company's hotel properties had revenues of $29.3 million and $32.6 million, respectively, and expenses of $28.9 million and $31.9 million, respectively.
As of December 31, 2013, lease expirations on commercial properties within the operating properties portfolio were as follows ($ in thousands)(1):
Year of Lease Expiration
 
Number of Leases Expiring
 
Square Feet of Leases Expiring (in thousands)
 
Annualized Operating Property In-Place Operating Lease Income(2)
 
% of In-Place Operating Property Operating Lease Income
 
% of Total
Revenue(3)
2014
 
186

 
594

 
$
9,175

 
15.0
%
 
2.3
%
2015
 
51

 
460

 
2,463

 
4.0
%
 
0.6
%
2016
 
51

 
140

 
3,217

 
5.3
%
 
0.8
%
2017
 
44

 
306

 
6,272

 
10.3
%
 
1.6
%
2018
 
60

 
515

 
7,246

 
11.9
%
 
1.8
%
2019
 
33

 
151

 
5,364

 
8.8
%
 
1.3
%
2020
 
21

 
112

 
4,214

 
6.9
%
 
1.0
%
2021
 
25

 
281

 
5,069

 
8.3
%
 
1.3
%
2022
 
17

 
225

 
4,800

 
7.9
%
 
1.2
%
2023
 
16

 
301

 
4,339

 
7.1
%
 
1.1
%
2024 and thereafter
 
45

 
288

 
8,913

 
14.5
%
 
2.2
%
Total
 
549

 
3,373

 
$
61,072

 
100.0
%
 
 

Weighted average remaining lease term
 
6.0 years

 
 
 
 

 
 

 
 


Explanatory Notes:
_______________________________________________________________________________

(1)
Excludes hotel properties included in the commercial operating properties portfolio.
(2)
Reflects annualized GAAP operating lease income for operating property leases in-place.
(3)
Reflects the percentage of annualized GAAP operating lease income for operating property leases in-place as a percentage of annualized total revenue.
Residential Properties
Summary of Portfolio Characteristics—As of December 31, 2013, residential properties within the operating properties portfolio included 12 residential projects, representing approximately 616 units located in major cities throughout the United States.
Portfolio Activity—During the year ended December 31, 2013, the Company sold 393 residential property units for net proceeds of $269.7 million, resulting in gains on sales of residential units of $82.6 million. During the same period, the Company funded $21.9 million of capital expenditures related to these projects, acquired title to $16.1 million of residential properties through resolution of non-performing loans and incurred $19.8 million of net carrying costs that were reflected in "Real estate expenses" on the Company's Consolidated Statements of Operations.
Land
The Company's land portfolio primarily consists of master planned community projects, urban infill land parcels and waterfront land parcels located throughout the United States. Master planned communities represent large-scale residential projects that the Company will entitle, plan and/or develop and may sell through retail channels to home builders or in bulk. The remainder of the Company’s land includes infill and waterfront parcels located in and around major cities that the Company

9

Table of Contents

will develop, sell to or partner with commercial real estate developers. Waterfront parcels are generally entitled for residential projects and urban infill parcels are generally entitled for mixed-use projects.
The Company's land portfolio included the following ($ in thousands):
 
 
As of December 31,
 
 
2013
 
2012
Real estate, net
 
799,845

 
783,822

Real estate available and held for sale
 
132,189

 
181,278

Other investments
 
29,765

 
5,493

Total
 
$
961,799

 
$
970,593

Summary of Portfolio Characteristics—As of December 31, 2013, the Company's Land Segment included 27 properties, comprised of 11 master planned community projects, 10 infill land parcels and 6 waterfront land parcels located throughout the United States. The master planned communities are currently entitled for more than 25,000 lots and the waterfront and urban infill parcels are currently entitled for approximately 6,000 units.
Portfolio Activity—During the year ended December 31, 2013, the Company funded $36.3 million of capital expenditures in the portfolio and acquired title to $15.6 million of land assets through resolution of non-performing loans. The Company also sold assets with a carrying value of $51.7 million and transferred land assets of $34.7 million to newly formed unconsolidated entities during the year.
As of December 31, 2013, the Company had 5 land projects in production, 11 in development and 11 in the pre-development phase.
Policies with Respect to Other Activities
The Company's investment, financing and corporate governance policies (including conflicts of interests policies) are managed under the ultimate supervision of the Company's Board of Directors. The Company can amend, revise or eliminate these policies at any time without a vote of its shareholders. The Company currently intends to make investments in a manner consistent with the requirements of the Internal Revenue Code of 1986, as amended (the "Code") for the Company to qualify as a REIT.
Investment Restrictions or Limitations
The Company does not have any prescribed allocation among investments or product lines. Instead, the Company focuses on corporate and real estate credit underwriting to develop an analysis of the risk/reward trade-offs in determining the pricing and advisability of each particular transaction.
The Company believes that it is not, and intends to conduct its operations so as not to become, regulated as an investment company under the Investment Company Act. The Investment Company Act generally exempts entities that are "primarily engaged in purchasing or otherwise acquiring mortgages and other liens on and interests in real estate" (collectively, "Qualifying Interests"). The Company intends to rely on current interpretations of the Securities and Exchange Commission in an effort to qualify for this exemption. Based on these interpretations, the Company, among other things, must maintain at least 55% of its assets in Qualifying Interests and at least 25% of its assets in real estate-related assets (subject to reduction to the extent the Company invests more than 55% of its assets in Qualifying Interests). The Company's senior mortgages, real estate assets and certain of its subordinated mortgages generally constitute Qualifying Interests. Subject to the limitations on ownership of certain types of assets and the gross income tests imposed by the Code, the Company also may invest in the securities of other REITs, other entities engaged in real estate activities or other issuers, including for the purpose of exercising control over such entities.
Competition
The Company operates in a competitive market. See Item 1a—Risk factors—"We compete with a variety of investment, financing and leasing sources for our customers," for a discussion of how we may be affected by competition.
Regulation
The operations of the Company are subject, in certain instances, to supervision and regulation by state and federal governmental authorities and may be subject to various laws and judicial and administrative decisions imposing various

10

Table of Contents

requirements and restrictions, which, among other things: (1) regulate credit granting activities; (2) establish maximum interest rates, finance charges and other charges; (3) require disclosures to customers; (4) govern secured transactions; and (5) set collection, foreclosure, repossession and claims-handling procedures and other trade practices. Although most states do not regulate commercial finance, certain states impose limitations on interest rates and other charges and on certain collection practices and creditor remedies, and require licensing of lenders and financiers and adequate disclosure of certain contract terms. The Company is also required to comply with certain provisions of the Equal Credit Opportunity Act that are applicable to commercial loans.
In the judgment of management, existing statutes and regulations have not had a material adverse effect on the business conducted by the Company. It is not possible at this time to forecast the exact nature of any future legislation, regulations, judicial decisions, orders or interpretations, nor their impact upon the future business, financial condition or results of operations or prospects of the Company.
The Company has elected and expects to continue to qualify to be taxed as a REIT under Section 856 through 860 of the Code. As a REIT, the Company must generally distribute at least 90% of its net taxable income, excluding capital gains, to its shareholders each year. In addition, the Company must distribute 100% of its net taxable income each year to avoid paying federal income taxes. REITs are also subject to a number of organizational and operational requirements in order to elect and maintain REIT qualification. These requirements include specific share ownership tests and asset and gross income tests. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its net taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to state and local taxes and to federal income tax and excise tax on its undistributed income.
Code of Conduct
The Company has adopted a Code of Conduct that sets forth the principles of conduct and ethics to be followed by our directors, officers and employees. The purpose of the Code of Conduct is to promote honest and ethical conduct, compliance with applicable governmental rules and regulations, full, fair, accurate, timely and understandable disclosure in periodic reports, prompt internal reporting of violations of the Code of Conduct and a culture of honesty and accountability. A copy of the Code of Conduct has been provided to each of our directors, officers and employees, who are required to acknowledge that they have received and will comply with the Code of Conduct. A copy of the Company's Code of Conduct has been previously filed with the SEC and is incorporated by reference in this Annual Report on Form 10-K as Exhibit 14.0. The Code of Conduct is also available on the Company's website at www.istarfinancial.com. The Company will disclose to shareholders material changes to its Code of Conduct, or any waivers for directors or executive officers, if any, within four business days of any such event. As of December 31, 2013, there were no waivers or changes since adoption of the current Code of Conduct in October 2002.
Employees
As of January 31, 2014, the Company had 175 employees and believes it has good relationships with its employees. The Company's employees are not represented by any collective bargaining agreements.
Other
In addition to this Annual Report, the Company files quarterly and special reports, proxy statements and other information with the SEC. All documents are filed with the SEC and are available free of charge on the Company's corporate website, which is www.istarfinancial.com. Through the Company's website, the Company makes available free of charge its annual proxy statement, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those Reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. You may also read and copy any document filed at the public reference facilities at 100 F Street, N.E., Washington, D.C. 25049. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC's electronic data gathering, analysis and retrieval system ("EDGAR") via electronic means, including on the SEC's homepage, which can be found at www.sec.gov.

11

Table of Contents

Item 1a.    Risk Factors
In addition to the other information in this report, you should consider carefully the following risk factors in evaluating an investment in our securities. Any of these risks or the occurrence of any one or more of the uncertainties described below could have a material adverse effect on our business, financial condition, results of operations, cash flows and trading price of our common stock. The risks set forth below speak only as of the date of this report and we disclaim any duty to update them except as required by law. For purposes of these risk factors, the terms "our Company," "we," "our" and "us" refer to iStar Financial Inc. and its consolidated subsidiaries, unless the context indicates otherwise.
Risks Related to Our Business
Changes in general economic conditions may adversely affect our business.
Our success is generally dependent upon economic conditions in the U.S. and, in particular, the geographic areas in which our investments are located. Substantially all businesses, including ours, were negatively affected by the previous economic recession and resulting illiquidity and volatility in the credit and commercial real estate markets. Although the commercial real estate and credit markets have improved, such markets remain volatile and it is not possible for us to predict whether these trends will continue in the future or quantify the impact of these or other trends on our financial results. Deterioration in economic trends could have a material adverse effect on our financial performance and our ability to meet our debt obligations.
We have suffered adverse consequences as a result of our credit ratings.
Our borrowing costs and our access to the debt capital markets depend significantly on our credit ratings. Our unsecured corporate credit ratings from major national credit rating agencies are currently below investment grade. Having below investment grade credit ratings increases our borrowing costs and caused restrictive covenants in our public debt instruments to become operative. These restrictive covenants are described below in "Covenants in our indebtedness could limit our flexibility and adversely affect our financial condition." These factors have adversely impacted our financial performance and will continue to do so unless our credit ratings improve.
Covenants in our indebtedness could limit our flexibility and adversely affect our financial condition.
Our outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness of at least 1.2x and a restriction on debt incurrence based upon the effect of the debt incurrence on our fixed charge coverage. If any of our covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of our debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders. While we expect that our ability to incur new indebtedness under the fixed charge coverage ratio will be limited for the foreseeable future, which may put limitations on our ability to make new investments, we will continue to be permitted to incur indebtedness for the purpose of refinancing existing indebtedness and for other permitted purposes under the indentures.
Our Secured Credit Facilities contain certain covenants, including covenants relating to collateral coverage, dividend payments, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. In particular, we are required to maintain collateral coverage of 1.25x outstanding borrowings. In addition, for so long as we maintain our qualification as a REIT, the Secured Credit Facilities permit us to distribute 100% of our REIT taxable income on an annual basis and the February 2013 Secured Credit Facility permits us to distribute up to $200 million of real property assets, or interests therein. We may not pay common dividends if we cease to qualify as a REIT.
Our Secured Credit Facilities contain cross default provisions that would allow the lenders to declare an event of default and accelerate our indebtedness to them if we fail to pay amounts due in respect of our other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing our unsecured public debt securities permit the bondholders to declare an event of default and accelerate our indebtedness to them if our other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated. A default by us on our indebtedness would have a material adverse effect on our business and the market prices of our Common Stock.
We have significant indebtedness and limitations on our liquidity and ability to raise capital may adversely affect us.
Sufficient liquidity is critical to the management of our balance sheet and our ability to meet our scheduled debt payments. We have relied on secured borrowings, proceeds from issuance of unsecured debt, repayments from our loan assets and proceeds from asset sales to fund our operations and meet our debt maturities, and we expect to continue to rely primarily on these sources of liquidity for the foreseeable future. While we had access to various sources of capital in 2013, our ability to access capital in the future will be subject to a number of factors, many of which are outside of our control, such as conditions prevailing in the

12

Table of Contents

credit and real estate markets. There can be no assurance that we will have access to liquidity when needed or, on terms that are acceptable to us. We may also encounter difficulty in selling assets or executing capital raising strategies on acceptable terms in a timely manner, which could impact our ability to make scheduled repayments on our outstanding debt. Failure to repay or refinance our borrowings as they come due would be an event of default under the relevant debt instruments, which could result in a cross default and acceleration of our other outstanding debt obligations, all of which would have a material adverse effect on our business and stock price.
We may utilize derivative instruments to hedge risk, which may adversely affect our borrowing cost and expose us to other risks.
The derivative instruments we may use are typically in the form of interest rate swaps, interest rate caps and foreign exchange contracts. Interest rate swaps effectively change variable-rate debt obligations to fixed-rate debt obligations or fixed-rate debt obligations to variable-rate debt obligations. Interest rate caps limit our exposure to rising interest rates. Foreign exchange contracts limit or offset our exposure to changes in currency rates in respect of certain investments denominated in foreign currencies.
Our use of derivative instruments also involves the risk that a counterparty to a hedging arrangement could default on its obligation and the risk that we may have to pay certain costs, such as transaction fees or breakage costs, if a hedging arrangement is terminated by us. As a matter of policy, we enter into hedging arrangements with counterparties that are large, creditworthy financial institutions typically rated at least "A/A2" by S&P and Moody's, respectively.
Developing an effective strategy for dealing with movements in interest rates and foreign currencies is complex and no strategy can completely insulate us from risks associated with such fluctuations. There can be no assurance that any hedging activities will have the desired beneficial impact on our results of operations or financial condition.
Significant increases in interest rates could have an adverse effect on our operating results.
Our operating results depend in part on the difference between the interest and related income earned on our assets and the interest expense incurred in connection with our interest bearing liabilities. Changes in the general level of interest rates prevailing in the financial markets will affect the spread between our interest earning assets and interest bearing liabilities subject to the impact of interest rate floors and caps, as well as the amounts of floating rate assets and liabilities. Any significant compression of the spreads between interest earning assets and interest bearing liabilities could have a material adverse effect on us. In the event of a significant rising interest rate environment, rates could exceed the interest rate floors that exist on certain of our floating rate debt and create a mismatch between our floating rate loans and our floating rate debt that could have a significant adverse effect on our operating results. In addition, an increase in interest rates could, among other things, reduce the value of our fixed-rate interest bearing assets and our ability to realize gains from the sale of such assets. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control.
We are required to make a number of judgments in applying accounting policies, and different estimates and assumptions could result in changes to our financial condition and results of operations.
Material estimates that are particularly susceptible to significant change underlie our determination of the reserve for loan losses, which is based primarily on the estimated fair value of loan collateral, as well as the valuation of real estate assets and deferred tax assets. While we have identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could have a material adverse effect on our financial performance and results of operations and actual results may differ materially from our estimates.
Our reserves for loan losses may prove inadequate, which could have a material adverse effect on our financial results.
We maintain loan loss reserves to protect against potential losses. Our general loan loss reserve reflects management's then-current estimation of the probability and severity of losses within our portfolio. In addition, our determination of asset-specific loan loss reserves relies on material estimates regarding the fair value of loan collateral. Estimation of ultimate loan losses, provision expenses and loss reserves is a complex and subjective process. As such, there can be no assurance that management's judgment will prove to be correct and that reserves will be adequate over time to protect against potential future losses. Such losses could be caused by factors including, but not limited to, unanticipated adverse changes in the economy or events adversely affecting specific assets, borrowers, industries in which our borrowers operate or markets in which our borrowers or their properties are located. In particular, during the previous financial crisis, the weak economy and disruption of the credit markets adversely impacted the ability and willingness of many of our borrowers to service their debt and refinance our loans to them at maturity. If our reserves for credit losses prove inadequate we may suffer additional losses which would have a material adverse effect on our financial performance and results of operations.

13

Table of Contents

We have suffered losses when a borrower defaults on a loan and the underlying collateral value is not sufficient, and we may suffer additional losses in the future.
We have suffered losses arising from borrower defaults on our loan assets and we may suffer additional losses in the future. In the event of a default by a borrower on a non-recourse loan, we will only have recourse to the real estate-related assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. Conversely, we sometimes make loans that are unsecured or are secured only by equity interests in the borrowing entities. These loans are subject to the risk that other lenders may be directly secured by the real estate assets of the borrower. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the underlying real estate. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the borrower prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.
We sometimes obtain individual or corporate guarantees from borrowers or their affiliates. In cases where guarantees are not fully or partially secured, we typically rely on financial covenants from borrowers and guarantors which are designed to require the borrower or guarantor to maintain certain levels of creditworthiness. Where we do not have recourse to specific collateral pledged to satisfy such guarantees or recourse loans, or where the value of the collateral proves insufficient, we will only have recourse as an unsecured creditor to the general assets of the borrower or guarantor, some or all of which may be pledged to satisfy other lenders. There can be no assurance that a borrower or guarantor will comply with its financial covenants, or that sufficient assets will be available to pay amounts owed to us under our loans and guarantees. As a result of these factors, we may suffer additional losses which could have a material adverse effect on our financial performance.
In the event of a borrower bankruptcy, we may not have full recourse to the assets of the borrower in order to satisfy our loan. In addition, certain of our loans are subordinate to other debts of the borrower. If a borrower defaults on our loan or on debt senior to our loan, or in the event of a borrower bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of intercreditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through "standstill" periods) and control decisions made in bankruptcy proceedings relating to borrowers. Bankruptcy and borrower litigation can significantly increase collection costs and losses and the time necessary to acquire title to the underlying collateral, during which time the collateral may decline in value, causing us to suffer additional losses.
If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a borrower may not be able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or increasing interest rates may hinder a borrower's ability to refinance our loan because the underlying property cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer additional loss which may adversely impact our financial performance.
We are subject to additional risks associated with loan participations.
Some of our loans are participation interests or co-lender arrangements in which we share the rights, obligations and benefits of the loan with other lenders. We may need the consent of these parties to exercise our rights under such loans, including rights with respect to amendment of loan documentation, enforcement proceedings in the event of default and the institution of, and control over, foreclosure proceedings. Similarly, a majority of the participants may be able to take actions to which we object but to which we will be bound if our participation interest represents a minority interest. We may be adversely affected by this lack of full control.
We are subject to additional risk associated with owning and developing real estate.
We have obtained title to a number of assets that previously served as collateral on defaulted loans. These assets are predominantly land and operating properties. These assets expose us to additional risks, including, without limitation:
We must incur costs to carry these assets and in some cases make repairs to defects in construction, make improvements to, or complete the assets, which requires additional liquidity and results in additional expenses that could exceed our original estimates and impact our operating results.
Real estate projects are not liquid and, to the extent we need to raise liquidity through asset sales, we may be limited in our ability to sell these assets in a short-time frame.
Uncertainty associated with rezoning, obtaining governmental permits and approvals, concerns of community associations, reliance on third party contractors, increasing commodity costs and threatened or pending litigation may materially delay our completion of rehabilitation and development activities and materially increase their cost to us.
The values of our real estate investments are subject to a number of factors outside of our control, including changes in the general economic climate, changes in interest rates and the availability of attractive financing, over-building or decreasing demand in the markets where we own assets, and changes in law and governmental regulations.

14

Table of Contents

The residential market has experienced significant downturns that could recur and adversely affect us.
As of December 31, 2013, we owned land and residential operating properties with a net carrying value of $1.19 billion. In recent years, the housing market in the United States was affected by weakness in the economy, including high unemployment levels and weak consumer confidence. Although the economy has begun to strengthen, it is uncertain whether the recovery is sustainable. It is possible another downturn could occur again in the near future and adversely impact our portfolio.
We may experience losses if the creditworthiness of our tenants deteriorates and they are unable to meet their lease obligations.
We own properties leased to tenants of our real estate assets and receive rents from tenants during the contracted term of such leases. A tenant's ability to pay rent is determined by its creditworthiness, among other factors. If a tenant's credit deteriorates, the tenant may default on its obligations under our lease and may also become bankrupt. The bankruptcy or insolvency of our tenants or other failure to pay is likely to adversely affect the income produced by our real estate assets. If a tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord. If a tenant files for bankruptcy, we may not be able to evict the tenant solely because of such bankruptcy or failure to pay. A court, however, may authorize a tenant to reject and terminate its lease with us. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In addition, certain amounts paid to us within 90 days prior to the tenant's bankruptcy filing could be required to be returned to the tenant's bankruptcy estate. In any event, it is highly unlikely that a bankrupt or insolvent tenant would pay in full amounts it owes us under a lease that it intends to reject. In other circumstances, where a tenant's financial condition has become impaired, we may agree to partially or wholly terminate the lease in advance of the termination date in consideration for a lease termination fee that is likely less than the total contractual rental amount. Without regard to the manner in which the lease termination occurs, we are likely to incur additional costs in the form of tenant improvements and leasing commissions in our efforts to lease the space to a new tenant. In any of the foregoing circumstances, our financial performance could be materially adversely affected.
We are subject to risks relating to our asset concentration.
Our portfolio consists primarily of real estate and commercial real estate loans which are generally diversified by asset type, obligor, property type and geographic location. However, as of December 31, 2013, approximately 22% of the carrying value of our assets related to land, 15% related to office properties, 14% related to industrial/R&D properties and 11% related to entertainment/leisure properties. All of these property types have been adversely affected by the previous economic recession. In addition, as of December 31, 2013, approximately 21% of the carrying value of our assets related to properties located in the northeastern U.S., 21% related to properties located in the western U.S., 16% related to properties located in the southeastern U.S., 13% related to properties located in the mid-Atlantic region of the U.S. and 13% related to properties located in the southwestern U.S. These regions include areas that were particularly hard hit by the prior downturn in the residential real estate markets. In addition, we have $118.8 million of European assets, which are subject to increased risks due to the economic uncertainty in the Eurozone. We may suffer additional losses on our assets due to these concentrations.
We underwrite the credit of prospective borrowers and tenants and often require them to provide some form of credit support such as corporate guarantees, letters of credit and/or cash security deposits. Although our loans and real estate assets are geographically diverse and the borrowers and tenants operate in a variety of industries, to the extent we have a significant concentration of interest or operating lease revenues from any single borrower or customer, the inability of that borrower or tenant to make its payment could have an adverse effect on us. As of December 31, 2013, our five largest borrowers or tenants of net lease assets collectively accounted for approximately 25% of our aggregate annualized interest and operating lease revenue, of which no single customer accounts for more than 8%.
Lease expirations, lease defaults and lease terminations may adversely affect our revenue.
Lease expirations and lease terminations may result in reduced revenues if the lease payments received from replacement tenants are less than the lease payments received from the expiring or terminating corporate tenants. In addition, lease defaults or lease terminations by one or more significant tenants or the failure of tenants under expiring leases to elect to renew their leases could cause us to experience long periods of vacancy with no revenue from a facility and to incur substantial capital expenditures and/or lease concessions in order to obtain replacement tenants. Leases representing approximately 22.5% of our in-place operating lease income are scheduled to expire during the next five years.
We compete with a variety of financing and leasing sources for our customers.
The financial services industry and commercial real estate markets are highly competitive. Our competitors include finance companies, other REITs, commercial banks and thrift institutions, investment banks and hedge funds. Our competitors seek to compete aggressively on the basis of a number of factors including transaction pricing, terms and structure. We may have difficulty

15

Table of Contents

competing to the extent we are unwilling to match our competitors' deal terms in order to maintain our interest margins and/or credit standards. To the extent that we match competitors' pricing, terms or structure, we may experience decreased interest margins and/or increased risk of credit losses, which could have an adverse effect on our financial performance.
We face significant competition within our net leasing business from other owners, operators and developers of properties, many of which own properties similar to ours in markets where we operate. Such competition may affect our ability to attract and retain tenants and reduce the rents we are able to charge. These competing properties may have vacancy rates higher than our properties, which may result in their owners offering lower rental rates than we would or providing greater tenant improvement allowances or other leasing concessions. This combination of circumstances could adversely affect our revenues and financial performance.
We are subject to certain risks associated with investing in real estate, including potential liabilities under environmental laws and risks of loss from weather conditions, man-made or natural disasters, climate change and terrorism.
Under various U.S. federal, state and local environmental laws, ordinances and regulations, a current or previous owner of real estate (including, in certain circumstances, a secured lender that succeeds to ownership or control of a property) may become liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, under or in its property. Those laws typically impose cleanup responsibility and liability without regard to whether the owner or control party knew of or was responsible for the release or presence of such hazardous or toxic substances. The costs of investigation, remediation or removal of those substances may be substantial. The owner or control party of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site. Certain environmental laws also impose liability in connection with the handling of or exposure to asbestos-containing materials, pursuant to which third parties may seek recovery from owners of real properties for personal injuries associated with asbestos-containing materials. While a secured lender is not likely to be subject to these forms of environmental liability, when we foreclose on real property, we become an owner and are subject to the risks of environmental liability. Additionally, under our net lease assets we require our tenants to undertake the obligation for environmental compliance and indemnify us from liability with respect thereto. There can be no assurance that our tenants will have sufficient resources to satisfy their obligations to us.
Weather conditions and man-made or natural disasters such as hurricanes, tornadoes, earthquakes, floods, droughts, fires and other environmental conditions can damage properties we own. As of December 31, 2013, approximately 24% of the carrying value of our assets was located in the western and northwestern U.S., geographic areas at higher risk for earthquakes. Additionally, we own properties located near the coastline and the value of our properties will potentially be subject to the risks associated with long-term effects of climate change. A significant number of our properties are located in major urban areas which, in recent years, have been high risk geographical areas for terrorism and threats of terrorism. Certain forms of terrorism including, but not limited to, nuclear, biological and chemical terrorism, political risks, environmental hazards and/or Acts of God may be deemed to fall completely outside the general coverage limits of our insurance policies or may be uninsurable or cost prohibitive to justify insuring against.  Furthermore, if the U.S. Terrorism Risk Insurance Program Reauthorization Act is not extended or renewed upon its expiration in 2014, the cost for terrorism insurance coverage may increase and/or the terms, conditions, exclusions, retentions, limits and sublimits of such insurance may be materially amended, and may effectively decrease the scope and availability of such insurance to the point where it is effectively unavailable. Future weather conditions, man-made or natural disasters, effects of climate change or acts of terrorism could adversely impact the demand for, and value of, our assets and could also directly impact the value of our assets through damage, destruction or loss, and could thereafter materially impact the availability or cost of insurance to protect against these events. Although we believe our owned real estate and the properties collateralizing our loan assets are adequately covered by insurance, we cannot predict at this time if we or our borrowers will be able to obtain appropriate coverage at a reasonable cost in the future, or if we will be able to continue to pass along all of the costs of insurance to our tenants. Any weather conditions, man-made or natural disasters, terrorist attack or effect of climate change, whether or not insured, could have a material adverse effect on our financial performance, the market price of our Common Stock and our ability to pay dividends. In addition, there is a risk that one or more of our property insurers may not be able to fulfill their obligations with respect to claims payments due to a deterioration in its financial condition.
From time to time we make investments in companies over which we do not have sole control. Some of these companies operate in industries that differ from our current operations, with different risks than investing in real estate.
From time to time we make debt or equity investments in other companies that we may not control or over which we may not have sole control. Although these businesses generally have a significant real estate component, some of them operate in businesses that are different from our primary business segments. Consequently, investments in these businesses, among other risks, subject us to the operating and financial risks of industries other than real estate and to the risk that we do not have sole control over the operations of these businesses.

16

Table of Contents

From time to time we may make additional investments in or acquire other entities that may subject us to similar risks. Investments in entities over which we do not have sole control, including joint ventures, present additional risks such as having differing objectives than our partners or the entities in which we invest, or becoming involved in disputes, or competing with those persons. In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may adversely affect us.
Declines in the market values of our equity investments may adversely affect periodic reported results.
Most of our equity investments are in funds or companies that are not publicly traded and their fair value may not be readily determinable. We may periodically estimate the fair value of these investments, based upon available information and management's judgment. Because such valuations are inherently uncertain, they may fluctuate over short periods of time. In addition, our determinations regarding the fair value of these investments may be materially higher than the values that we ultimately realize upon their disposal, which could result in losses that have a material adverse effect on our financial performance, the market price of our common stock and our ability to pay dividends.
Quarterly results may fluctuate and may not be indicative of future quarterly performance.
Our quarterly operating results could fluctuate; therefore, reliance should not be placed on past quarterly results as indicative of our performance in future quarters. Factors that could cause quarterly operating results to fluctuate include, among others, variations in loan and real estate portfolio performance, levels of non-performing assets and related provisions, market values of investments, costs associated with debt, general economic conditions, the state of the real estate and financial markets and the degree to which we encounter competition in our markets.
Our ability to retain and attract key personnel is critical to our success.
Our success depends on our ability to retain our senior management and the other key members of our management team and recruit additional qualified personnel. We rely in part on equity compensation to retain and incentivize our personnel. In addition, if members of our management join competitors or form competing companies, the competition could have a material adverse effect on our business. Efforts to retain or attract professionals may result in additional compensation expense, which could affect our financial performance.
We are highly dependent on information systems, and systems failures or security breaches could significantly disrupt our business.
Our business is highly dependent on communications, information, financial and operational systems. Any failure or interruption of our systems, including as a result of a security breach could cause delays or other problems in our business activities, which could have a material adverse effect on our operations and financial performance.
We may change certain of our policies without stockholder approval.
Our charter does not set forth specific percentages of the types of investments we may make. We can amend, revise or eliminate our investment financing and conflict of interest policies at any time at our discretion without a vote of our shareholders. A change in these policies could adversely affect our financial condition or results of operations or the market price of our common stock.
Certain provisions in our charter may inhibit a change in control.
Generally, to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of our taxable year. The Code defines "individuals" for purposes of the requirement described in the preceding sentence to include some types of entities. Under our charter, no person may own more than 9.8% of our outstanding shares of stock, with some exceptions. The restrictions on transferability and ownership may delay, deter or prevent a change in control or other transaction that might involve a premium price or otherwise be in the best interest of the security holders.
We would be subject to adverse consequences if we fail to qualify as a REIT.
We believe that we have been organized and operated in a manner so as to qualify for taxation as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 1998. However, our qualification as a REIT has depended and will continue to depend on our ability to meet various requirements concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions to our shareholders.

17

Table of Contents

If we were to fail to qualify as a REIT for any taxable year, we would not be allowed a deduction for distributions to our shareholders in computing our net taxable income and would be subject to U.S. federal income tax, including any applicable alternative minimum tax, or "AMT," on our net taxable income at regular corporate rates, as well as applicable state and local taxes. Unless entitled to relief under certain Code provisions, we would also be disqualified from treatment as a REIT for the four subsequent taxable years following the year during which our REIT qualification was lost. In that case, we may need to borrow money or sell assets to pay taxes. As a result, cash available for distribution would be reduced for each of the years involved. Furthermore, it is possible that future economic, market, legal, tax or other considerations may cause our REIT qualification to be revoked.
Our Secured Credit Facilities (see Item 8—"Financial Statements and Supplemental Data—Note 8") prohibit us from paying dividends on our common stock if we no longer qualify as a REIT.
To qualify as a REIT, we may be forced to borrow funds, sell assets or take other actions during unfavorable market conditions.
To qualify as a REIT, we generally must distribute to our shareholders at least 90% of our net taxable income, excluding net capital gains each year, and we will be subject to U.S. federal income tax, as well as applicable state and local taxes, to the extent that we distribute less than 100% of our net taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.
In the event that principal, premium or interest payments with respect to a particular debt instrument that we hold are not made when due, we may nonetheless be required to continue to recognize the unpaid amounts as taxable income. Due to these and other potential timing differences between income recognition or expense deduction and cash receipts or disbursements, there is a significant risk that we may have substantial taxable income in excess of cash available for distribution. In order to qualify as a REIT and avoid the payment of income and excise taxes, we may need to borrow funds or take other actions to meet our REIT distribution requirements for the taxable year in which the "phantom income" is recognized.
Complying with the REIT requirements may cause us to forego and/or liquidate otherwise attractive investments.
In order to meet the income, asset and distribution tests under the REIT rules, we may be required to take or forego certain actions. For instance, we may not be able to make certain investments and we may have to liquidate other investments. In addition, we may be required to make distributions to shareholders at disadvantageous times or when we do not have funds readily available for distribution. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders.
Certain of our business activities may potentially be subject to the prohibited transaction tax, which could reduce the return on your investment.
For so long as we qualify as a REIT, our ability to dispose of certain properties may be restricted under the REIT rules, which generally impose a 100% penalty tax on any gain recognized on "prohibited transactions," which refers to the disposition of property that is deemed to be inventory or held primarily for sale to customers in the ordinary course of our business, subject to certain exceptions. Whether property is inventory or otherwise held primarily for sale depends on the particular facts and circumstances. The Internal Revenue Code provides a safe harbor that, if met, allows a REIT to avoid being treated as engaged in a prohibited transaction. No assurance can be given that any property that we sell will not be treated as property held for sale to customers, or that we can comply with the safe harbor. The 100% tax does not apply to gains from the sale of foreclosure property or to property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to structure our activities to avoid prohibited transaction characterization.
Certain of our activities, including our use of taxable REIT subsidiaries, are subject to taxes that could reduce our cash flows.
Even if we qualify as a REIT for U.S. federal income tax purposes, we will be required to pay some U.S. federal, state, local and non-U.S. taxes on our income and property, including taxes on any undistributed income, taxes on income from certain activities conducted as a result of foreclosures, and property and transfer taxes. We would be required to pay taxes on net taxable income that we fail to distribute to our shareholders. In addition, we may be required to limit certain activities that generate non-qualifying REIT income, such as land development and sales of condominiums, and/or we may be required to conduct such activities through "taxable REIT subsidiaries," and we hold a significant amount of assets in our "taxable REIT subsidiaries," including assets that we have acquired through foreclosure, assets that may be treated as dealer property and other assets that could adversely affect our ability to qualify as a REIT if held directly by us. As a result, we will be required to pay income taxes on the taxable income generated by these assets. There are also limitations on the ability of taxable REIT subsidiaries to make interest payments to

18

Table of Contents

affiliated REITs. Furthermore, we will be subject to a 100% penalty tax to the extent our economic arrangements with our tenants or our taxable REIT subsidiaries are not comparable to similar arrangements among unrelated parties. We will also be subject to a 100% tax to the extent we derive income from the sale of assets to customers in the ordinary course of business other than through our taxable REIT subsidiaries. To the extent we or our taxable REIT subsidiaries are required to pay U.S. federal, state, local or non-U.S. taxes, we will have less cash available for distribution to our shareholders.
We have substantial net operating and net capital loss carry forwards which we use to offset our tax and distribution requirements. In the event that we experience an "ownership change" for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, our ability to use these losses will be limited. An "ownership change" is determined based upon complex rules which track the changes in ownership that occur in our Common Stock for a trailing three year period. We have experienced volatility and significant trading in our Common Stock in recent years. The occurrence of an ownership change is generally beyond our control and, if triggered, may increase our tax and distribution obligations for which we may not have sufficient cash flow.
A failure to comply with the limits on our ownership of and relationship with our taxable REIT subsidiaries would jeopardize our REIT qualification and may result in the application of a 100% excise tax.
No more than 25% of the value of a REIT's total assets may consist of stock or securities of one or more taxable REIT subsidiaries. This requirement limits the extent to which we can conduct activities through taxable REIT subsidiaries or expand the activities that we conduct through taxable REIT subsidiaries. The values of some of our assets, including assets that we hold through taxable REIT subsidiaries may not be subject to precise determination, and values are subject to change in the future. In addition, we hold certain mortgage and mezzanine loans to one or more of our taxable REIT subsidiaries that are secured by real property. We treat these loans as qualifying assets for purposes of the REIT assets tests to the extent that such mortgage loans are secured by real property and such mezzanine loans are secured by an interest in a limited liability company that holds real property, and pursuant to a private letter ruling we received from the IRS we do not treat such loans as subject to the limitation that securities from taxable REIT subsidiaries must constitute no more than 25% of our total assets. We are entitled to rely upon this private letter ruling only to the extent that we did not misstate or omit a material fact in the ruling request and that we continue to operate in accordance with the material facts described in such request, and no assurance can be given that we will always be able to do so. To the extent that any loan was recharacterized as equity, it would increase the amount of non-real estate securities that we have in our taxable REIT subsidiaries and could adversely affect our ability to meet the 25% limitation described above. If we were not able to exclude such loans to our taxable REIT subsidiaries from the 25% limitation described above, our ability to meet the REIT asset tests and other REIT requirements could be adversely affected. Accordingly, there can be no assurance that we have met or will be able to continue to comply with the taxable REIT subsidiary 25% limitation.
In addition, we may from time to time need to make distributions from a taxable REIT subsidiary in order to keep the value of our taxable REIT subsidiaries below 25% of our total assets. However, taxable REIT subsidiary dividends will generally not constitute qualifying income for purposes of the 75% REIT gross income test. While we will monitor our compliance with both this income test and the limitation on the percentage of our total assets represented by taxable REIT subsidiary securities, and intend to conduct our affairs so as to comply with both, the two may at times be in conflict with one another. For example, it is possible that we may wish to distribute a dividend from a taxable REIT subsidiary in order to reduce the value of our taxable REIT subsidiaries below 25% of our assets, but we may be unable to do so without violating the 75% REIT gross income test.
Although there are other measures we can take in such circumstances in order to remain in compliance with the requirements for REIT qualification, there can be no assurance that we will be able to comply with both of these tests in all market conditions.
Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of our Common Stock.
The maximum U.S. federal income tax rate for certain qualified dividends payable to U.S. shareholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for the reduced rates and therefore may be subject to a 39.6% maximum U.S. federal income tax rate on ordinary income when paid to such shareholders. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our Common Stock.

19

Table of Contents

Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.
At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be changed, possibly with retroactive effect. We cannot predict if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.
Our Investment Company Act exemption limits our investment discretion and loss of the exemption would adversely affect us.
We believe that we currently are not, and we intend to operate our company so that we will not be, regulated as an investment company under the Investment Company Act because we are "primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interest in real estate." Specifically, we are required to invest at least 55% of our assets in "qualifying real estate assets" (that is, real estate, mortgage loans and other qualifying interests in real estate), and at least an additional 25% of our assets in other "real estate-related assets," such as mezzanine loans and unsecured investments in real estate entities, or additional qualifying real estate assets.
We will need to monitor our assets to ensure that we continue to satisfy the percentage tests. Maintaining our exemption from regulation as an investment company under the Investment Company Act limits our ability to invest in assets that otherwise would meet our investment strategies. If we fail to qualify for this exemption, we could not operate our business efficiently under the regulatory scheme imposed on investment companies under the Investment Company Act, and we could be required to restructure our activities. This would have a material adverse effect on our financial performance and the market price of our securities.
Actions of the U.S. government, including the U.S. Congress, Federal Reserve, U.S. Treasury and other governmental and regulatory bodies, to stabilize or reform the financial markets, or market responses to those actions, may not achieve the intended effect and may adversely affect our business.
The Obama Administration, Congress and regulators have increased their focus on the regulation of the financial industry. New or modified regulations and related regulatory guidance, including under the Dodd-Frank Wall Street Reform Act, or the Dodd-Frank Act, may have unforeseen or unintended adverse effects on the financial industry. Laws, regulations or policies, including accounting standards and interpretations, currently affecting us may change at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Therefore, our business may also be adversely affected by future changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement.
In addition to the enactment of the Dodd-Frank Act, various legislative bodies have also considered altering the existing framework governing creditors' rights and mortgage products including legislation that would result in or allow loan modifications of various sorts. Such legislation may change the operating environment in substantial and unpredictable ways. We cannot predict whether new legislation will be enacted, and if enacted, the effect that it or any regulations would have on our activities, financial condition, or results of operations.
Item 1b.    Unresolved Staff Comments
None.
Item 2.    Properties
The Company's principal executive and administrative offices are located at 1114 Avenue of the Americas, New York, NY 10036. Its telephone number and web address are (212) 930-9400 and www.istarfinancial.com, respectively. The lease for the Company's principal executive and administrative offices expires in February 2021. The Company's principal regional offices are located in Atlanta, Georgia; Dallas, Texas; Hartford, Connecticut; San Francisco, California and two offices in the Los Angeles, California metropolitan area.
See Item 1—"Net Lease," "Operating Properties" and "Land" for a discussion of properties held by the Company for investment purposes and Item 8—"Financial Statements and Supplemental Data—Schedule III," for a detailed listing of such facilities.

20

Table of Contents

Item 3.    Legal Proceedings
The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to its business as a finance and investment company focused on the commercial real estate industry, including loan foreclosure and foreclosure related proceedings.
Item 4.    Mine Safety Disclosures
Not applicable.

PART II
Item 5.    Market for Registrant's Equity and Related Share Matters
Beginning December 19, 2013, the Company's Common Stock trades on the New York Stock Exchange ("NYSE") under the symbol "STAR." Prior to that date, the Company's Common Stock previously traded under the symbol "SFI." The high and low sales prices per share of Common Stock are set forth below for the periods indicated.
 
 
2013
 
2012
Quarter Ended
 
High
 
Low
 
High
 
Low
December 31
 
$
14.65

 
$
11.57

 
$
9.09

 
$
7.12

September 30
 
$
12.25

 
$
10.20

 
$
8.82

 
$
6.39

June 30
 
$
12.55

 
$
9.99

 
$
7.52

 
$
5.37

March 31
 
$
11.00

 
$
8.26

 
$
7.89

 
$
5.43

On February 21, 2014, the closing sale price of the Common Stock as reported by the NYSE was $15.69. The Company had 2,281 holders of record of Common Stock as of February 21, 2014.
At December 31, 2013, the Company had six series of preferred stock outstanding: 8.000% Series D Preferred Stock, 7.875% Series E Preferred Stock, 7.8% Series F Preferred Stock, 7.65% Series G Preferred Stock, 7.50% Series I Preferred Stock and 4.50% Series J Preferred Stock. Each of the Series D, E, F, G and I preferred stock is listed on the NYSE. The Series J Preferred Stock is not listed on an exchange.
Dividends
The Board of Directors has not established any minimum distribution level. In order to maintain its qualification as a REIT, the Company intends to pay dividends to its shareholders that, on an annual basis, will represent at least 90% of its taxable income (which may not necessarily equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gains. The Company has recorded net operating losses and may record net operating losses in the future, which may reduce its taxable income in future periods and lower or eliminate entirely the Company's obligation to pay dividends for such periods in order to maintain its REIT qualification.
Holders of Common Stock, vested High Performance Units and certain unvested restricted stock units and common share equivalents will be entitled to receive distributions if, as and when the Board of Directors authorizes and declares distributions. However, rights to distributions may be subordinated to the rights of holders of preferred stock, when preferred stock is issued and outstanding. In addition, the Company's Secured Credit Facilities (see Item 8—"Financial Statements and Supplemental Data—Note 8") permit the Company to distribute 100% of its REIT taxable income on an annual basis, for so long as the Company maintains its qualification as a REIT. The Secured Credit Facilities generally restrict the Company from paying any common dividends if it ceases to qualify as a REIT. In any liquidation, dissolution or winding up of the Company, each outstanding share of Common Stock and HPU share equivalent will entitle its holder to a proportionate share of the assets that remain after the Company pays its liabilities and any preferential distributions owed to preferred shareholders.
The Company did not declare or pay dividends on its Common Stock for the years ended December 31, 2013 and 2012. The Company declared and paid dividends of $8.0 million, $11.0 million, $7.8 million, $6.1 million, and $9.4 million on its Series D, E, F, G, and I preferred stock, respectively, during each of the years ended December 31, 2013 and 2012. During the year ended December 31, 2013, the Company also declared and paid dividends of $6.7 million on its Series J preferred stock, which was issued in March 2013. All of the dividends qualified as return of capital for tax reporting purposes. There are no dividend arrearages on any of the preferred shares currently outstanding.
Distributions to shareholders will generally be taxable as ordinary income, although all or a portion of such distributions may be designated by the Company as capital gain or may constitute a tax-free return of capital. The Company annually furnishes to each of its shareholders a statement setting forth the distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital.
No assurance can be given as to the amounts or timing of future distributions, as such distributions are subject to the Company's taxable income after giving effect to its net operating loss carryforwards, financial condition, capital requirements, debt covenants, any change in the Company's intention to maintain its REIT qualification and such other factors as the Company's Board of Directors deems relevant. The Company may elect to satisfy some of its REIT distribution requirements, if any, through qualifying stock dividends.
Disclosure of Equity Compensation Plan Information
Plans Category
 
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
 
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders-restricted stock awards(1)
 
3,146,302

 
N/A
 
3,984,373


Explanatory Note:
_______________________________________________________________________________

(1)
Restricted Stock—The amount shown in column (a) includes 2,779,168 unvested restricted stock units which may vest in the future based on the employees' continued service to the Company. None of these unvested units are included in the Company's outstanding share balance (see Item 8—"Financial Statements and Supplementary Data—Note 12" for a more detailed description of the Company's restricted stock grants). Substantially all of the restricted stock units included in column (a) are required to be settled on a net, after-tax basis (after deducting shares for minimum required statutory withholdings); therefore, the actual number of shares issued will be less than the gross amount of the awards. The amounts shown in column (a) also includes 367,134 of common stock equivalents and restricted stock awarded to our non-employee directors in consideration of their service to the Company as directors. Common stock equivalents represent rights to receive shares of Common Stock at the date the common stock equivalents are settled. Common stock equivalents have dividend equivalent rights beginning on the date of grant. The amount in column (c) represents the aggregate amount of stock options, shares of restricted stock awards or other performance awards that could be granted under compensation plans approved by the Company's security holders after giving effect to previously issued awards of stock options, shares of restricted stock and other performance awards (see Item 8—"Financial Statements and Supplementary Data—Note 12" for a more detailed description of the Company's Long-Term Incentive Plans).

21

Table of Contents

Item 6.    Selected Financial Data
The following table sets forth selected financial data on a consolidated historical basis for the Company. This information should be read in conjunction with the discussions set forth in Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations." Certain prior year amounts have been reclassified to conform to the 2013 presentation as set forth in Item 8—"Financial Statements and Supplementary Data—Note 2."
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
 
2010
 
2009
 
 
(In thousands, except per share data and ratios)
OPERATING DATA:
 
 
 
 
 
 
 
 
 
 
Operating lease income
 
$
234,567

 
$
216,291

 
$
195,872

 
$
183,443

 
$
183,207

Interest income
 
108,015

 
133,410

 
226,871

 
364,094

 
557,809

Other income
 
48,208

 
47,838

 
39,722

 
51,069

 
32,343

Total revenue
 
$
390,790

 
$
397,539

 
$
462,465

 
$
598,606

 
$
773,359

Interest expense
 
$
266,225

 
$
355,097

 
$
342,186

 
$
313,766

 
$
411,790

Real estate expense
 
157,441

 
151,458

 
138,714

 
121,036

 
81,421

Depreciation and amortization
 
71,266

 
68,770

 
58,091

 
56,668

 
57,189

General and administrative
 
92,114

 
80,856

 
105,039

 
109,526

 
124,152

Provision for loan losses
 
5,489

 
81,740

 
46,412

 
331,487

 
1,255,357

Impairment of assets
 
12,589

 
13,778

 
13,239

 
12,809

 
114,117

Other expense
 
8,050

 
17,266

 
11,070

 
16,055

 
62,329

Total costs and expenses
 
$
613,174

 
$
768,965

 
$
714,751

 
$
961,347

 
$
2,106,355

Income (loss) before earnings from equity method investments and other items
 
$
(222,384
)
 
$
(371,426
)
 
$
(252,286
)
 
$
(362,741
)
 
$
(1,332,996
)
Gain (loss) on early extinguishment of debt, net
 
(33,190
)
 
(37,816
)
 
101,466

 
108,923

 
547,349

Earnings from equity method investments
 
41,520

 
103,009

 
95,091

 
51,908

 
5,298

Loss on transfer of interest to unconsolidated subsidiary
 
$
(7,373
)
 
$

 
$

 
$

 
$

Income (loss) from continuing operations before income taxes
 
$
(221,427
)
 
$
(306,233
)
 
$
(55,729
)
 
$
(201,910
)
 
$
(780,349
)
Income tax (expense) benefit
 
659

 
(8,445
)
 
4,719

 
(7,023
)
 
(4,141
)
Income (loss) from continuing operations
 
$
(220,768
)
 
$
(314,678
)
 
$
(51,010
)
 
$
(208,933
)
 
$
(784,490
)
Income (loss) from discontinued operations
 
644

 
(17,481
)
 
(5,514
)
 
18,757

 
2,217

Gain from discontinued operations
 
22,233

 
27,257

 
25,110

 
270,382

 
12,426

Income from sales of residential property
 
86,658

 
63,472

 
5,721

 

 

Net income (loss)
 
$
(111,233
)
 
$
(241,430
)
 
$
(25,693
)
 
$
80,206

 
$
(769,847
)
Net (income) loss attributable to noncontrolling interests
 
(718
)
 
1,500

 
3,629

 
(523
)
 
1,071

Net income (loss) attributable to iStar Financial Inc.
 
$
(111,951
)
 
$
(239,930
)
 
$
(22,064
)
 
$
79,683

 
$
(768,776
)
Preferred dividends
 
(49,020
)
 
(42,320
)
 
(42,320
)
 
(42,320
)
 
(42,320
)
Net (income) loss allocable to HPU holders and Participating Security holders(1)
 
5,202

 
9,253

 
1,997

 
(1,084
)
 
22,526

Net income (loss) allocable to common shareholders
 
$
(155,769
)
 
$
(272,997
)
 
$
(62,387
)
 
$
36,279

 
$
(788,570
)
Per common share data(2):
 
 
 
 
 
 
 
 
 
 
Income (loss) attributable to iStar Financial Inc. from continuing operations:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(2.09
)
 
$
(3.37
)
 
$
(0.91
)
 
$
(2.62
)
 
$
(8.02
)
Net income (loss) attributable to iStar Financial Inc.:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(1.83
)
 
$
(3.26
)
 
$
(0.70
)
 
$
0.39

 
$
(7.88
)
Per HPU share data(2):
 
 
 
 
 
 
 
 
 
 
Income (loss) attributable to iStar Financial Inc. from continuing operations:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(396.07
)
 
$
(638.27
)
 
$
(173.66
)
 
$
(497.13
)
 
$
(1,528.67
)
Net income (loss) attributable to iStar Financial Inc.:
 
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(346.80
)
 
$
(616.87
)
 
$
(133.13
)
 
$
72.27

 
$
(1,501.73
)
Dividends declared per common share
 
$

 
$

 
$

 
$

 
$


22

Table of Contents

 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
 
2010
 
2009
 
 
(In thousands, except per share data and ratios)
SUPPLEMENTAL DATA:
 
 
 
 
 
 
 
 
 
 
Adjusted Income(3)
 
$
(21,677
)
 
$
(53,847
)
 
$
(3,316
)
 
$
360,525

 
$
155,324

Adjusted EBITDA(3)
 
$
298,833

 
$
349,754

 
$
376,464

 
$
767,663

 
$
686,267

Ratio of Adjusted EBITDA to interest expense and preferred dividends(3)
 
0.9x

 
0.9x

 
1.0x

 
2.0x

 
1.3x

Ratio of earnings to fixed charges(4)
 

 

 

 

 

Ratio of earnings to fixed charges and preferred dividends(4)
 

 

 

 

 

Weighted average common shares outstanding—basic and diluted
 
84,990

 
83,742

 
88,688

 
93,244

 
100,071

Weighted average HPU shares outstanding—basic and diluted
 
15

 
15

 
15

 
15

 
15

Cash flows from:
 
 
 
 
 
 
 
 
 
 
Operating activities
 
$
(180,465
)
 
$
(191,932
)
 
$
(28,577
)
 
$
(45,883
)
 
$
77,795

Investing activities
 
$
893,447

 
$
1,267,047

 
$
1,461,257

 
$
3,738,823

 
$
724,702

Financing activities
 
$
(455,758
)
 
$
(1,175,597
)
 
$
(1,580,719
)
 
$
(3,412,707
)
 
$
(1,074,402
)

 
 
As of December 31,
 
 
2013
 
2012
 
2011
 
2010
 
2009
 
 
(In thousands)
BALANCE SHEET DATA:
 
 
 
 
 
 
 
 
 
 
Real estate, net
 
$
2,796,181

 
$
2,739,099

 
$
2,893,482

 
$
2,599,203

 
$
3,302,584

Real estate available and held for sale
 
$
360,517

 
$
635,865

 
$
677,458

 
$
746,081

 
$
856,422

Loans receivable and other lending investments, net
 
$
1,370,109

 
$
1,829,985

 
$
2,860,762

 
$
4,587,352

 
$
7,661,562

Total assets
 
$
5,642,011

 
$
6,159,999

 
$
7,523,083

 
$
9,175,681

 
$
12,811,885

Debt obligations, net
 
$
4,158,125

 
$
4,691,494

 
$
5,837,540

 
$
7,345,433

 
$
10,894,903

Total equity
 
$
1,301,465

 
$
1,313,154

 
$
1,573,604

 
$
1,694,659

 
$
1,656,118


Explanatory Notes:
_______________________________________________________________________________

(1)
HPU holders are current and former Company employees who purchased high performance common stock units under the Company's High Performance Unit Program. Participating Security holders are Company employees and directors who hold unvested restricted stock units, restricted stock awards and common stock equivalents granted under the Company's Long Term Incentive Plans.
(2)
See Item 8—"Financial Statements and Supplementary Data—Note 13."
(3)
Adjusted income and Adjusted EBITDA should be examined in conjunction with net income (loss) as shown in our Consolidated Statements of Operations. Adjusted income and Adjusted EBITDA should not be considered as an alternative to net income (loss) (determined in accordance with GAAP), as an indicator of our performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor are Adjusted income and Adjusted EBITDA indicative of funds available to fund our cash needs or available for distribution to shareholders. Rather, Adjusted income and Adjusted EBITDA are additional measures for us to use to analyze how our business is performing. It should be noted that our manner of calculating Adjusted income and Adjusted EBITDA may differ from the calculations of similarly-titled measures by other companies. See computation of Adjusted income and Adjusted EBITDA on pages 32 and 33.
(4)
This ratio of earnings to fixed charges is calculated in accordance with SEC Regulation S-K Item 503. The Company's unsecured debt securities have a fixed charge coverage covenant which is calculated differently in accordance with the terms of the agreements governing such securities. For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, earnings were not sufficient to cover fixed charges by $240,912, $305,450, $65,842, $221,634 and $749,144, respectively, and earnings were not sufficient to cover fixed charges and preferred dividends by $289,932, $347,770, $108,162, $263,954 and $791,464, respectively.


23

Table of Contents

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are included with respect to, among other things, the Company's current business plan, business strategy, portfolio management, prospects and liquidity. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results or outcomes to differ materially from those contained in the forward-looking statements. Important factors that the Company believes might cause such differences are discussed in the section entitled, "Risk Factors" in Part I, Item 1a of this Form 10-K or otherwise accompany the forward-looking statements contained in this Form 10-K. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In assessing all forward-looking statements, readers are urged to read carefully all cautionary statements contained in this Form 10-K. For purposes of this Management's Discussion and Analysis of Financial Condition and Results of Operations, the terms "we," "our" and "us" refer to iStar Financial Inc. and its consolidated subsidiaries, unless the context indicates otherwise.
This discussion summarizes the significant factors affecting our consolidated operating results, financial condition and liquidity during the three-year period ended December 31, 2013. This discussion should be read in conjunction with our consolidated financial statements and related notes for the three-year period ended December 31, 2013 included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. We have reclassified certain items in our consolidated financial statements from prior years in order to conform to our current year presentation (see Item 8—"Financial Statements and Supplemental Data —Note 2").
Introduction
iStar Financial Inc. is a fully-integrated finance and investment company focused on the commercial real estate industry. We provide custom-tailored investment capital to high-end private and corporate owners of real estate and invest directly across a range of real estate sectors. We are taxed as a real estate investment trust, or "REIT," and have invested more than $35 billion over the past two decades. Our primary business segments are real estate finance, net lease, operating properties and land.
Our real estate finance portfolio is comprised of senior and mezzanine real estate loans that may be either fixed-rate or variable-rate and are structured to meet the specific financing needs of borrowers. Our portfolio also includes preferred equity investments and senior and subordinated loans to corporations, particularly those engaged in real estate or real estate related businesses, and may be either secured or unsecured. Our loan portfolio includes whole loans and loan participations.
Our net lease portfolio is primarily comprised of properties owned by us and leased to single creditworthy tenants where the properties are subject to long-term leases. Most of the leases provide for expenses at the facility to be paid by the tenant on a triple net lease basis. The properties in this portfolio are diversified by property type and geographic location.
Our operating properties portfolio is comprised of commercial and residential properties which represent a diverse pool of assets across a broad range of geographies and property types. We generally seek to reposition or redevelop these assets with the objective of maximizing their value through the infusion of capital and/or intensive asset management efforts. The commercial properties within this portfolio include office, retail and hotel properties. The residential properties within this portfolio are generally luxury condominium projects located in major U.S. cities where our strategy is to sell individual condominium units through retail distribution channels.
Our land portfolio primarily consists of 11 master planned community projects, 10 urban infill land parcels and 6 waterfront land parcels located throughout the United States. Master planned communities represent large-scale residential projects that we will entitle, plan and/or develop and may sell through retail channels to home builders or in bulk. We currently have entitlements at these projects for more than 25,000 lots. The remainder of the Company’s land includes infill and waterfront parcels located in and around major cities that the Company will develop, sell to or partner with commercial real estate developers. Waterfront parcels are generally entitled for residential projects and urban infill parcels are generally entitled for mixed-use projects. These projects are currently entitled for approximately 6,000 residential units, and select projects include commercial, retail and office uses. As of December 31, 2013, we had 5 land projects in production, 11 in development and 11 in the pre-development phase.


24

Table of Contents

Executive Overview

We have made significant progress over the past two years in strengthening our balance sheet and positioning the Company for the future. During this period, our credit ratings were upgraded and we executed several capital markets transactions across a broad spectrum of debt products that have satisfied all of our significant near term debt maturities and meaningfully extended our debt maturity profile. These transactions have included five unsecured note issuances at declining interest rates, a refinancing of our largest secured credit facility at a reduced interest rate and the issuance of convertible preferred stock. These transactions, along with fundamental improvements in the overall economy and real estate markets, have allowed us to reduce our overall cost of capital while maintaining lower leverage.
As conditions in the economy and financing markets have improved, we have been increasing our originations of new lending and net lease investments, repositioning or redeveloping our operating properties and progressing on the entitlement and development of our land assets. We intend to continue these efforts, with the objective of having these assets contribute positively to earnings in the future. During the year, we resolved a number of non-performing loans including loans that were repaid, sold, returned to performing status and foreclosed on. Non-performing loans, net of specific reserves, declined 60% from $503.1 million at December 31, 2012 to $203.6 million at December 31, 2013.
During the year ended December 31, 2013, our performing loans, net lease assets and sales of our residential operating properties contributed positively to our earnings. However, the performance of nonperforming loans, transitional commercial operating properties and the sizable carrying costs associated with our land assets continued to negatively impact our earnings. In addition, we realized less earnings from equity method investments as a result of the sale of our investment in LNR Property Corporation ("LNR") during 2013. For the year ended December 31, 2013, we recorded a net loss allocable to common shareholders of $(155.8) million, compared to a loss of $(273.0) million during 2012. Adjusted income (loss) allocable to common shareholders for 2013 was $(21.7) million, compared to $(53.8) million for 2012.
With respect to liquidity, we originated and funded investments totaling $483.7 million and received $1.40 billion of proceeds from our portfolio during 2013. As of December 31, 2013, we had satisfied all of our significant near term debt maturities. We had $513.6 million of cash at that date, a portion of which we have since used to fund new investments, and we expect similarly to use the remainder to primarily fund investment activities.

25

Table of Contents

Results of Operations for the Year Ended December 31, 2013 compared to the Year Ended December 31, 2012
 
For the Years Ended December 31,
 
 
 
 
 
2013
 
2012
 
$ Change
 
% Change
 
(in thousands)
 
 
Operating lease income
$
234,567

 
$
216,291

 
$
18,276

 
8
 %
Interest income
108,015

 
133,410

 
(25,395
)
 
(19
)%
Other income
48,208

 
47,838

 
370

 
1
 %
Total revenue
$
390,790

 
$
397,539

 
$
(6,749
)
 
(2
)%
Interest expense
$
266,225

 
$
355,097

 
$
(88,872
)
 
(25
)%
Real estate expenses
157,441

 
151,458

 
5,983

 
4
 %
Depreciation and amortization
71,266

 
68,770

 
2,496

 
4
 %
General and administrative
92,114

 
80,856

 
11,258

 
14
 %
Provision for loan losses
5,489

 
81,740

 
(76,251
)
 
(93
)%
Impairment of assets
12,589

 
13,778

 
(1,189
)
 
(9
)%
Other expense
8,050

 
17,266

 
(9,216
)
 
(53
)%
Total costs and expenses
$
613,174

 
$
768,965

 
$
(155,791
)
 
(20
)%
Loss on early extinguishment of debt, net
$
(33,190
)
 
$
(37,816
)
 
$
4,626

 
(12
)%
Earnings from equity method investments
41,520

 
103,009

 
(61,489
)
 
(60
)%
Loss on transfer of interest to unconsolidated subsidiary
(7,373
)
 

 
(7,373
)
 
100%

Income tax (expense) benefit
659

 
(8,445
)
 
9,104

 
>100%

Income (loss) from discontinued operations
644

 
(17,481
)
 
18,125

 
>100%

Gain from discontinued operations
22,233

 
27,257

 
(5,024
)
 
(18
)%
Income from sales of residential property
86,658

 
63,472

 
23,186

 
37
 %
Net income (loss)
$
(111,233
)
 
$
(241,430
)
 
$
130,197

 
(54
)%

Revenue—Operating lease income, which includes income from net lease assets and commercial operating properties, increased to $234.6 million during the year ended December 31, 2013 from $216.3 million for the same period in 2012.

Operating lease income from commercial operating properties increased to $86.4 million in 2013 from $65.7 million in 2012. For the year ended December 31, 2013, the commercial operating properties generated a weighted average effective yield of 4.7% compared to 2.9% during the same period in 2012 based on gross carrying value. We acquired title to additional commercial operating properties at the end of 2012, which contributed $15.0 million to the increase in operating lease income in 2013. The net impact of new leases and other leasing related activities within the portfolio contributed $7.9 million to the year over year increase. Lease terminations and other leasing related activities offset the increase by $1.9 million period over period. As of December 31, 2013, commercial operating properties, excluding hotels, were 61.1% leased compared to 58.1% leased as of December 31, 2012.
Operating lease income from net lease assets decreased to $147.3 million in 2013 from $149.1 million in 2012 primarily due to lease expirations which were partially offset by new leases since December 31, 2012. As of December 31, 2013, net lease assets were 94.4% leased compared to 94.8% leased as of December 31, 2012. For the year ended December 31, 2013, the net lease portfolio generated a weighted average effective yield of 7.2% compared to 7.5% during the same period in 2012 based on gross carrying value.
Interest income declined to $108.0 million in 2013 as compared to $133.4 million in 2012 primarily due to a decrease in the average balance of performing loans to $1.23 billion in 2013 from $1.67 billion in 2012. The decrease in performing loans was primarily due to loan repayments received during the period. Offsetting the decline were new investment originations that increased our weighted average effective yield and our interest income. For the year ended December 31, 2013, performing loans generated a weighted average effective yield of 7.6% as compared to 7.5% in 2012.
Other income increased to $48.2 million in 2013 as compared to $47.8 million in 2012. The increase was due to $4.0 million received for the settlement of a property-related lawsuit and $3.5 million recognized for the termination of certain leases. Other income includes revenue related to hotel properties included in the operating property portfolio, which decreased to $29.3 million in 2013 from $32.6 million in 2012 due to a reduction in ancillary revenue related to a hotel property and the conversion of some

26

Table of Contents

hotel rooms to condo units within one property. In addition, there was a decline of $3.9 million in loan related income due primarily to the sale of a loan in 2012.
Costs and expenses—Interest expense decreased $88.9 million to $266.2 million in 2013 as compared to $355.1 million in 2012 due to a lower average outstanding debt balance and a lower weighted average cost of debt. The average outstanding balance of our debt declined to $4.46 billion in 2013 from $5.49 billion in 2012. Due to an upgrade in our credit ratings in late 2012 and strong credit markets in 2013, we refinanced our largest senior secured credit facility to a lower interest rate in February 2013 and refinanced higher rate senior unsecured notes with lower rate senior unsecured notes during 2013. As a result, our weighted average effective cost of debt decreased to 5.9% during 2013 as compared to 6.5% during 2012.

Real estate expenses increased to $157.4 million in 2013 as compared to $151.5 million in 2012. Expenses for commercial operating properties increased to $81.1 million in 2013 from $73.7 million in 2012, primarily driven by a property to which we took title at the end of 2012, offset by a reduction in ancillary expenses related to a hotel property. Carrying costs and other expenses on our land assets increased to $33.8 million in 2013 from $27.3 million in 2012, primarily related to increased pre-development activities. The increases were offset by a decrease in costs associated with residential units to $19.8 million in 2013 from $26.6 million in 2012 due to continued unit sales, which reduced our homeowners' association fees and other related expenses. Additionally, operating expenses for net lease assets decreased to $22.7 million in 2013 from $23.9 million in 2012 due primarily to improvements in collectability of receivables in 2013.
Depreciation and amortization increased to $71.3 million in 2013 from $68.8 million in 2012 primarily due to the acquisition of additional operating properties in late 2012 and during 2013.
General and administrative expenses increased to $92.1 million in 2013 as compared to $80.9 million in 2012 primarily due to an increase in compensation related costs pertaining to annual performance based bonuses.
Provisions for loan losses declined by $76.3 million to $5.5 million in 2013 as compared to $81.7 million in 2012 as less specific reserves were required on a lower balance of non-performing loans. Included in the provision for the year ended December 31, 2013 were specific reserves totaling $72.5 million which were established on non-performing loans offset by recoveries of previously recorded loan loss reserves of $63.1 million.
Impairment of assets for the year ended December 31, 2013 resulted from changes in local market conditions and business strategy for certain assets and consisted of $14.4 million related to real estate properties. Of these amounts, $1.8 million of impairments related to real estate assets held for sale or sold and were therefore included in discontinued operations for the year ended December 31, 2013. For the year ended December 31, 2012, we recorded impairments of $27.7 million on operating properties and $7.7 million on net lease assets, which resulted from changes in local market conditions and business strategy for certain assets. Of these amounts, $22.6 million related to real estate assets held for sale or sold and therefore, were included in discontinued operations for the year ended December 31, 2012.

Other expense decreased to $8.1 million in 2013 as compared to $17.3 million in 2012 due primarily to $8.1 million of third party expenses incurred in 2012 in connection with the refinancing of our 2011 Secured Credit Facilities with our October 2012 Credit Facility (see Liquidity and Capital Resources below).
Loss on early extinguishment of debt, net—During 2013, we incurred losses on the early extinguishment of debt due to accelerated amortization of discounts and fees of $7.7 million relating to the refinancing of our October 2012 Secured Credit Facility in February 2013 and $13.2 million relating to accelerated amortization of discount and fees associated with repayments on our 2012 and 2013 Secured Credit Facilities. We also redeemed our 5.95% senior unsecured notes due October 2013 and our 5.70% senior unsecured notes due March 2014 prior to maturity and incurred $12.3 million of losses related to a prepayment penalty and the acceleration of amortization of discounts (see Liquidity and Capital Resources below).

During 2012, net losses on the early extinguishment of debt included a $14.9 million prepayment fee on the early redemption of our 8.625% Senior Unsecured Notes due in June 2013 as well as $12.1 million related to the accelerated amortization of discounts and fees in connection with the refinancing of our 2011 Secured Credit Facilities in October 2012 (see Liquidity and Capital Resources below). We also recorded $13.8 million of losses in 2012 related to the accelerated amortization of discounts and fees in connection with amortization payments that we made on our 2011 and 2012 Secured Credit Facilities. These losses were partially offset by gains on the repurchases of unsecured notes during 2012.

Earnings from equity method investments—Earnings from equity method investments decreased to $41.5 million in 2013 as compared to $103.0 million in 2012. For one of our real estate equity investments, our equity in earnings decreased to $4.3 million in 2013 from $25.2 million in 2012 due to lower income from sales of residential property units for a building that is approaching complete sell-out. Our equity in earnings from LNR decreased to $47.3 million in 2013 from $60.7 million in 2012

27

Table of Contents

due to the sale of our interest in LNR in April 2013. Our equity in earnings in 2013 was offset by an other than temporary impairment of $30.9 million arising from the terms of the sale of the Company's investment in LNR. The Company and other owners of LNR entered into negotiations with potential purchasers of LNR beginning in September 2012. After an extensive due diligence and negotiation process, the LNR owners entered into a definitive contract to sell LNR in January 2013 at a fixed sale price which, from the Company's perspective, reflected in part the Company's then-current expectations about the future results of LNR and potential volatility in its business. The definitive sale contract provided that LNR would not make cash distributions to its owners during the fourth quarter of 2012 through the closing of the sale. Notwithstanding the fixed terms of the contract, our investment balance in LNR increased due to equity in earnings recorded which resulted in our recognition of other than temporary impairment on our investment during 2013.

Loss on transfer of interest to unconsolidated subsidiary—During 2013, we entered into a venture with a national homebuilder to jointly develop residential lots in the first phase of Spring Mountain Ranch, a 1,400-lot master planned community. We contributed the initial phase of land, which had a carrying value of $24.1 million, to the venture in exchange for a retained interest of $16.7 million, resulting in a $7.4 million loss.

Income tax (expense) benefit—Income taxes are primarily generated by assets held in our taxable REIT subsidiaries (“TRS's”). Income taxes decreased to a net benefit of $0.7 million in 2013 as compared to a net expense of $8.4 million in 2012 due primarily to a tax benefit generated by certain property level expenses as well as lower taxable income from LNR, which was sold in April 2013.

Discontinued operations—During 2013, we sold commercial operating properties with a total carrying value of $72.6 million which resulted in a gain of $18.6 million and net lease assets with a total carrying value of $18.7 million which resulted in a net gain of $2.2 million. During 2012, we sold net lease assets with a carrying value of $115.5 million and recorded gains of $27.3 million.

Income (loss) from discontinued operations includes operating results from net lease assets and commercial operating properties held for sale or sold as of December 31, 2013. For the years ended December 31, 2013 and 2012, income (loss) from discontinued operations includes impairment of assets of $1.8 million and $22.6 million, respectively.

Income from sales of residential property—During 2013 and 2012, we sold residential condominiums for total net proceeds of $269.7 million and $319.3 million, respectively, that resulted in income from sales of residential properties totaling $82.6 million and $63.5 million, respectively. During 2013, we also sold land for proceeds of $36.7 million that resulted in income of $4.0 million.

28

Table of Contents

Results of Operations for the Year Ended December 31, 2012 compared to the Year Ended December 31, 2011
 
For the Years Ended December 31,
 
 
 
 
 
2012
 
2011
 
$ Change
 
% Change
 
(in thousands)
 
 
Operating lease income
$
216,291

 
$
195,872

 
$
20,419

 
10
 %
Interest income
133,410

 
226,871

 
(93,461
)
 
(41
)%
Other income
47,838

 
39,722

 
8,116

 
20
 %
Total revenue
$
397,539

 
$
462,465

 
$
(64,926
)
 
(14
)%
Interest expense
$
355,097

 
$
342,186

 
$
12,911

 
4
 %
Real estate expenses
151,458

 
138,714

 
12,744

 
9
 %
Depreciation and amortization
68,770

 
58,091

 
10,679

 
18
 %
General and administrative
80,856

 
105,039

 
(24,183
)
 
(23
)%
Provision for loan losses
81,740

 
46,412

 
35,328

 
76
 %
Impairment of assets
13,778

 
13,239

 
539

 
4
 %
Other expense
17,266

 
11,070

 
6,196

 
56
 %
Total costs and expenses
$
768,965

 
$
714,751

 
$
54,214

 
8
 %
Gain (loss) on early extinguishment of debt, net
$
(37,816
)
 
$
101,466

 
$
(139,282
)
 
>100%

Earnings from equity method investments
103,009

 
95,091

 
7,918

 
8
 %
Income tax (expense) benefit
(8,445
)
 
4,719

 
(13,164
)
 
>100%

Income (loss) from discontinued operations
(17,481
)
 
(5,514
)
 
(11,967
)
 
>100%

Gain from discontinued operations
27,257

 
25,110

 
2,147

 
9
 %
Income from sales of residential property
63,472

 
5,721

 
57,751

 
>100%

Net income (loss)
$
(241,430
)
 
$
(25,693
)
 
$
(215,737
)
 
>100%


Revenue—Operating lease income, which includes income from net lease assets and commercial operating properties, increased to $216.3 million during the year ended December 31, 2012 from $195.9 million for the same period in 2011.

Operating lease income from commercial operating properties increased to $65.7 million in 2012 from $51.2 million in 2011. We acquired title to additional commercial operating properties at the end of 2011 and during 2012, which contributed $20.6 million in operating lease income in 2012. The impact of certain lease terminations offset this increase by $6.3 million year over year. As of December 31, 2012, commercial operating properties, excluding hotels, were 58.1% leased compared to 41.0% leased as of December 31, 2011.
Operating lease income from net lease assets increased to $149.1 million in 2012 from $144.5 million in 2011 primarily due to new leasing activity. As of December 31, 2012, net lease assets were 94.8% leased compared to 94.4% leased as of December 31, 2011. For the year ended December 31, 2012, the net lease portfolio generated a weighted average effective yield of 7.5% compared to 7.3% during the same period in 2011 based on gross carrying value.

Interest income declined to $133.4 million in 2012 as compared to $226.9 million in 2011 primarily due to a decrease in the average balance of performing loans to $1.67 billion in 2012 from $2.58 billion in 2011. The decrease in performing loans was primarily due to loan repayments as well as performing loans moving to non-performing status. For the year ended December 31, 2012, performing loans generated a weighted average effective yield of 7.5% as compared to 7.2% in 2011.

Other income increased to $47.8 million in 2012 as compared to $39.7 million in 2011. Other income includes revenue related to hotel properties included in the operating property portfolio, which was $32.6 million in 2012 compared to $32.5 million in 2011. For the year ended December 31, 2012, other income also includes $8.6 million of loan income related to the prepayment and sales of loans as compared to $2.9 million for the year ended December 31, 2011.

Costs and expenses—Interest expense increased to $355.1 million in 2012 as compared to $342.2 million in 2011 primarily due to a higher weighted average cost of debt offset by a lower average outstanding balance. Our weighted average effective cost of debt increased to 6.49% for the year ended December 31, 2012 as compared to 5.34% during 2011 primarily due to the refinancing of existing debt in 2011 and the first half of 2012 at higher rates. The average outstanding balance of our debt declined to $5.49 billion for the year ended December 31, 2012 from $6.47 billion for the year ended December 31, 2011.

29

Table of Contents


Real estate expenses increased to $151.5 million in 2012 as compared to $138.7 million in 2011 primarily driven by additional properties to which we took title in 2012 and late 2011 through resolution of non-performing loans. Expenses for operating properties were $100.2 million in 2012 as compared to $92.0 million in 2011, which includes carrying costs on our residential operating properties totaling $26.6 million in 2012 and $24.4 million in 2011. Operating expenses for net lease assets declined slightly to $23.9 million in 2012 from $25.1 million in 2011. Carrying costs and other expenses on our land assets increased to $27.3 million in 2012 from $21.6 million in 2011, primarily related to acquiring title to assets in resolution of non-performing loans as well as increased legal and consulting expenses.

Depreciation and amortization increased to $68.8 million in 2012 from $58.1 million in 2011 primarily due to the acquisition of additional operating properties in late 2011 and 2012.
General and administrative expenses decreased primarily due to lower stock-based compensation expense, lower payroll and employee related costs and decreased legal expenses. Stock-based compensation expense declined to $15.3 million in 2012 from $29.7 million in 2011, primarily resulting from the recognition of incremental expense in 2011 associated with the modification of certain restricted stock units. Payroll and employee related costs declined due to staffing reductions, while legal expenses declined due to the settlement of litigation in June 2012.

Provisions for loan losses totaled $81.7 million in 2012 and included higher specific reserves on non-performing loans, offset by a reduction in the general reserve primarily due to a reduction in the balance of performing loans outstanding during the current year.

Impairment of assets for the year ended December 31, 2012 resulted from changes in local market conditions and business strategy for certain assets and consisted of $27.7 million on operating properties and $7.7 million on net lease assets. Of these amounts, $22.6 million of impairments related to real estate assets held for sale or sold and were therefore included in discontinued operations for the year ended December 31, 2012. For the year ended December 31, 2011, we recorded impairments of $22.4 million related to operating properties which resulted from changing market conditions and changes in business strategy for certain assets. Of this amount, $9.1 million relates to real estate assets held for sale or sold and therefore, were included in discontinued operations for the year ended December 31, 2011.

Other expense for 2012 increased primarily due to $8.1 million of third party expenses incurred in connection with the refinancing of our 2011 Secured Credit Facilities with our October 2012 Credit Facility (see Liquidity and Capital Resources below).

Gain (loss) on early extinguishment of debt, net—During 2012, net losses on the early extinguishment of debt included a $14.9 million prepayment fee on the early redemption of our 8.625% Senior Unsecured Notes due in June 2013 as well as $12.1 million related to the accelerated amortization of discounts and fees in connection with the refinancing of our 2011 Secured Credit Facilities in October 2012 (see Liquidity and Capital Resources below). We also recorded $13.8 million of losses in 2012 related to the accelerated amortization of discounts and fees in connection with amortization payments that we made on our 2011 and 2012 Secured Credit Facilities. These losses were partially offset by gains on the repurchases of unsecured notes during 2012.

During the same period in 2011, we fully redeemed the $312.3 million remaining principal balance of our 10% senior secured notes due June 2014 which resulted in a $109.0 million gain on early extinguishment of debt primarily related to the recognition of deferred gain that resulted from a previous debt exchange. This was offset by losses on extinguishment of debt related to the accelerated amortization of discounts and fees in connection with amortization payments that we made on our secured credit facilities, including the A-1 Tranche of the 2011 Secured Credit Facilities.

Earnings from equity method investments—Earnings from equity method investments increased to $103.0 million in 2012 as compared to $95.1 million in 2011, primarily due to $26.0 million of equity in earnings recognized from income from sales of residential property units recorded by one of our real estate equity investments. These increases were partially offset by the impact of the sale of Oak Hill Advisors, L.P. and related entities in October 2011, which contributed $38.4 million to earnings, including a pre-tax gain of $30.3 million during the year ended December 31, 2011.

Income tax (expense) benefit—Income taxes are primarily generated by assets held in our taxable REIT subsidiaries, and increased to an expense of $8.4 million in 2012 as compared to a benefit of $4.7 million in 2011. During the years ended December 31, 2012 and 2011, TRS-generated taxable income was partially offset by the utilization of net operating loss carryforwards, resulting in current tax expense. In addition, in 2011, we recognized a non-cash deferred tax benefit that resulted from the reversal of a deferred tax liability related to our Oak Hill investments that were sold in October of 2011, which resulted in a net benefit for the year then ended.

30

Table of Contents


Discontinued operations—During 2012, we sold net lease assets with a carrying value of $115.5 million and recorded gains of $27.3 million. During the 2011, we realized a $22.2 million gain from discontinued operations previously deferred as part of the June 2010 sale of 32 net lease assets.

Income (loss) from discontinued operations includes operating results from net lease assets and commercial operating properties held for sale or sold as of December 31, 2012. For the years ended December 31, 2012 and 2011, income (loss) from discontinued operations includes impairment of assets of $22.6 million and $9.1 million, respectively.

Income from sales of residential property—During 2012 and 2011, we sold residential condominiums for total net proceeds of $319.3 million and $154.0 million, respectively, that resulted in income from sales of residential properties totaling $63.5 million and $5.7 million, respectively.

Adjusted income and Adjusted EBITDA

In addition to net income (loss), we use Adjusted income and Adjusted EBITDA to measure our operating performance. Adjusted income represents net income (loss) allocable to common shareholders, prior to the effect of depreciation and amortization, provision for loan losses, impairment of assets, loss on transfer of interest to unconsolidated subsidiary, stock-based compensation expense, and the non-cash portion of gain (loss) on early extinguishment of debt. Adjusted EBITDA represents net income (loss) plus the sum of interest expense, income taxes, depreciation and amortization, provision for loan losses, impairment of assets, stock-based compensation expense and loss on transfer of interest to unconsolidated subsidiary, adjusted for gain (loss) on early extinguishment of debt.

We believe Adjusted income and Adjusted EBITDA are useful measures to consider, in addition to net income (loss), as they may help investors evaluate our core operating performance prior to certain non-cash items.

Adjusted income and Adjusted EBITDA should be examined in conjunction with net income (loss) as shown in our Consolidated Statements of Operations. Adjusted income and Adjusted EBITDA should not be considered as an alternative to net income (loss) (determined in accordance with GAAP), as an indicator of our performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor are Adjusted income and Adjusted EBITDA indicative of funds available to fund our cash needs or available for distribution to shareholders. Rather, Adjusted income and Adjusted EBITDA are additional measures for us to use to analyze how our business is performing. It should be noted that our manner of calculating Adjusted income and Adjusted EBITDA may differ from the calculations of similarly-titled measures by other companies.
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
 
(in thousands)
Adjusted income
 
 
 
 
 
 
 
 
 
Net income (loss) allocable to common shareholders
$
(155,769
)
 
$
(272,997
)
 
$
(62,387
)
 
$
36,279

 
$
(788,570
)
Add: Depreciation and amortization(1)
72,439

 
70,786

 
63,928

 
70,786

 
98,238

Add: Provision for loan losses
5,489

 
81,740

 
46,412

 
331,487

 
1,255,357

Add: Impairment of assets(2)
14,353

 
36,354

 
22,386

 
22,381

 
141,018

Add: Loss on transfer of interest to unconsolidated subsidiary
7,373

 

 

 

 

Add: Stock-based compensation expense
19,261

 
15,293

 
29,702

 
19,355

 
23,593

Add: (Gain) loss on early extinguishment of debt, net(3)
19,655

 
22,405

 
(101,466
)
 
(110,075
)
 
(547,349
)
Less: HPU/Participating Security allocation
(4,478
)
 
(7,428
)
 
(1,891
)
 
(9,688
)
 
(26,963
)
Adjusted income (loss) allocable to common shareholders
$
(21,677
)
 
$
(53,847
)
 
$
(3,316
)
 
$
360,525

 
$
155,324

Explanatory Notes:
_______________________________________________________________________________

(1)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, depreciation and amortization includes $264, $2,016, $5,837, $14,117 and $42,099, respectively, of depreciation and amortization reclassified to discontinued operations. Depreciation and amortization also includes our proportionate share of depreciation and amortization expense for equity method investments and excludes the portion of depreciation and amortization expense allocable to noncontrolling interests.
(2)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, impairment of assets includes $1,764, $22,576, $9,147, $9,572 and $26,901, respectively, of impairment of assets reclassified to discontinued operations.
(3)
For the years ended December 31, 2013, 2012 and 2010, (gain) loss on early extinguishment of debt excludes the portion of losses paid in cash of $13,535, $15,411 and $1,152, respectively.

31

Table of Contents

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
 
(in thousands)
Adjusted EBITDA
 
 
 
 
 
 
 
 
 
Net income (loss)
$
(111,233
)
 
$
(241,430
)
 
$
(25,693
)
 
$
80,206

 
$
(769,847
)
Add: Interest expense(1)
269,921

 
356,161

 
345,914

 
346,500

 
481,116

Less: Income tax expense (benefit)
(659
)
 
8,445

 
(4,719
)
 
7,023

 
4,141

Add: Depreciation and amortization(2)
74,673

 
70,786

 
63,928

 
70,786

 
98,238

EBITDA
$
232,702

 
$
193,962

 
$
379,430

 
$
504,515

 
$
(186,352
)
Add: Provision for loan losses
5,489

 
81,740

 
46,412

 
331,487

 
1,255,357

Add: Impairment of assets(3)
14,353

 
36,354

 
22,386

 
22,381

 
141,018

Add: Loss on transfer of interest to unconsolidated subsidiary
7,373

 

 

 

 

Add: Stock-based compensation expense
19,261

 
15,293

 
29,702

 
19,355

 
23,593

Add: (Gain) loss on early extinguishment of debt, net(4)
19,655

 
22,405

 
(101,466
)
 
(110,075
)
 
(547,349
)
Adjusted EBITDA(5)
$
298,833

 
$
349,754

 
$
376,464

 
$
767,663

 
$
686,267


Explanatory Notes:
_______________________________________________________________________________

(1)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, interest expense includes $0, $1,064, $3,728, $32,734 and $69,326, respectively, of interest expense reclassified to discontinued operations. Interest expense also includes our proportionate share of interest for equity method investments.
(2)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, depreciation and amortization includes $264, $2,016, $5,837, $14,117 and $42,099, respectively, of depreciation and amortization reclassified to discontinued operations. Depreciation and amortization also includes our proportionate share of depreciation and amortization expense for equity method investments.
(3)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, impairment of assets includes $1,764, $22,576, $9,147, $9,572 and $26,901, respectively, of impairment of assets reclassified to discontinued operations.
(4)
For the years ended December 31, 2013, 2012 and 2010, (gain) loss on early extinguishment of debt excludes the portion of losses paid in cash of $13,535, $15,411 and $1,152, respectively.
(5)
Prior period presentation has been adjusted to conform to current year presentation.        

Risk Management

Loan Credit Statistics—The table below summarizes our non-performing loans and the reserves for loan losses associated with our loans ($ in thousands):
 
As of December 31,
 
2013
 
2012
Non-performing loans
 
 
 
Carrying value(1)
$
203,604

 
$
503,112

As a percentage of total carrying value of loans
16.6
%
 
27.5
%
Reserve for loan losses
 
 
 
Impaired loan asset-specific reserves for loan losses
$
348,004

 
$
491,399

As a percentage of gross carrying value of impaired loans
46.3
%
 
42.6
%
Total reserve for loan losses
$
377,204

 
$
524,499

As a percentage of total loans before loan loss reserves
23.5
%
 
22.3
%

Explanatory Note:
_______________________________________________________________________________

(1)
As of December 31, 2013 and 2012, carrying values of non-performing loans are net of asset-specific reserves for loan losses of $317.0 million and $476.1 million, respectively.

Non-Performing Loans—We designate loans as non-performing at such time as: (1) the loan becomes 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan. All non-performing loans are placed on non-accrual status and income is only recognized in certain cases upon actual cash receipt. As of December 31, 2013, we had non-performing loans with an aggregate carrying value of $203.6 million compared to non-performing loans of $503.1 million at December 31, 2012. Our non-performing

32

Table of Contents

loans significantly decreased during year ended December 31, 2013, primarily due to paydowns received on non-performing loans, reclassification of certain non-performing loans to performing status and receiving title to properties serving as collateral in full or partial satisfaction of such loans. We expect that our level of non-performing loans will fluctuate from period to period.

Reserve for Loan Losses—The reserve for loan losses was $377.2 million as of December 31, 2013, or 23.5% of the gross carrying value of total loans, compared to $524.5 million or 22.3% at December 31, 2012. The change in the balance of the reserve was the result of $5.5 million of net provisioning for loan losses, reduced by $152.8 million of charge-offs during the year ended December 31, 2013. During the year ended December 31, 2013, the provision for loan losses includes recoveries of previously recorded loan loss reserves of $63.1 million as compared to $4.6 million for the year ended December 31, 2012. We expect that our level of reserve for loan losses will fluctuate from period to period. Due to the volatility of the commercial real estate market, the process of estimating collateral values and reserves requires the use of significant judgment. In addition, the process of estimating values and reserves for our European loan assets (which had a carrying value of $118.8 million as of December 31, 2013), is subject to additional risks related to the economic uncertainty in the Eurozone. We currently believe there are adequate collateral and reserves to support the carrying values of the loans.

The reserve for loan losses includes an asset-specific component and a formula-based component. An asset-specific reserve is established for an impaired loan when the estimated fair value of the loan's collateral less costs to sell is lower than the carrying value of the loan. As of December 31, 2013, asset-specific reserves decreased to $348.0 million compared to $491.4 million at December 31, 2012, primarily due to charge-offs on loans where we took title to properties serving as collateral in full or partial satisfaction of such loans or loans that were sold. The decrease was partially offset by additional reserves established on new non-performing loans.

The formula-based general reserve is derived from estimated principal default probabilities and loss severities applied to groups of performing loans based upon risk ratings assigned to loans with similar risk characteristics during our quarterly loan portfolio assessment. During this assessment, we perform a comprehensive analysis of our loan portfolio and assign risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant factors that may affect collectability. We consider, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. We estimate loss rates based on historical realized losses experienced within our portfolio and take into account current economic conditions affecting the commercial real estate market when establishing appropriate time frames to evaluate loss experience.

The general reserve decreased to $29.2 million or 2.7% of the gross carrying value of performing loans as of December 31, 2013, compared to $33.1 million or 2.4% of the gross carrying value of performing loans at December 31, 2012. This reduction is primarily attributable to the reduction in the balance of performing loans offset by a slight increase in the weighted average risk ratings of performing loans to 3.11 as of December 31, 2013 compared to 3.01 as of December 31, 2012.

Risk concentrations—Concentrations of credit risks arise when a number of borrowers or tenants related to our investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions.
Substantially all of our real estate as well as assets collateralizing our loans receivable are located in the United States. As of December 31, 2013, the only state with a concentration greater than 10.0% was California with 15.1%. As of that date, we also had approximately 21.4% of the carrying value of our assets related to properties located in the northeastern U.S., 21.4% related to properties located in the western U.S., 15.8% related to properties located in the southeastern U.S., 13.4% related to properties located in the southwestern U.S. and 13.4% related to properties located in the mid-Atlantic region of the U.S. In addition, as of December 31, 2013, we had $118.8 million of European assets. As of December 31, 2013, our portfolio contains concentrations in the following asset types: land 21.6%, office 15.2%, industrial/R&D 13.5% and entertainment/leisure 10.7%. Additional information regarding property/collateral type and geographical region for each segment is in Item 1—"Business."
We underwrite the credit of prospective borrowers and tenants and often require them to provide some form of credit support such as corporate guarantees, letters of credit and/or cash security deposits. Although our loans and real estate assets are geographically diverse and the borrowers and tenants operate in a variety of industries, to the extent we have a significant concentration of interest or operating lease revenues from any single borrower or tenant, the inability of that borrower or tenant to make its payment could have an adverse effect on us. As of December 31, 2013, our five largest borrowers or tenants collectively accounted for approximately 25% of our aggregate annualized interest and operating lease revenue, of which no single customer accounts for more than 8%.


33

Table of Contents

Liquidity and Capital Resources

During the year ended December 31, 2013, we funded investments totaling $483.7 million. Also during 2013, we received $1.40 billion of proceeds from our portfolios, comprised of $703.3 million from repayments and sales of loans, $376.5 million from sales of operating properties, $239.9 million from sales and distributions from other investments, and $83.6 million from sales of land and net lease assets. Included in the proceeds from other investments are net proceeds of $220.3 million from the sale of our interest in LNR. The transaction provided us with additional liquidity for new investment activities which should contribute positively to our earnings; however, those investments may not fully replace the earnings contributed by LNR (see Note 6 to the Consolidated Financial Statements). In addition, we raised $194.0 million in net proceeds from our Series J Preferred Stock issuance to provide liquidity for new investment originations and general corporate purposes. As of December 31, 2013, we had unrestricted cash of $513.6 million, a portion of which we have since used to fund new investments, and we expect similarly to use the remainder to primarily fund investment activities.
As of December 31, 2013, we had $21.7 million of debt maturities due before December 31, 2014. Over the next 12 months, we currently expect to fund in the range of $275 million to $350 million of capital expenditures within our portfolio. The majority of these amounts relate to our land portfolio and the amount spent will depend on the pace of our land development activities. Our capital sources to meet expected cash uses through the next 12 months will primarily include cash on hand, loan repayments from borrowers, proceeds from unencumbered asset sales and raising capital through debt refinancings or equity capital transactions. As of December 31, 2013, we had unencumbered assets with a carrying value of approximately $3.0 billion.
We cannot predict with certainty the specific transactions we will undertake to generate sufficient liquidity to meet our obligations as they come due. We will adjust our plans as appropriate in response to changes in our expectations and changes in market conditions. While economic trends have been improving, it is not possible for us to predict whether the improving trends will continue or to quantify the impact of these or other trends on our financial results.
Contractual Obligations—The following table outlines the contractual obligations related to our long-term debt agreements and operating lease obligations as of December 31, 2013 (see Note 8 of the Notes to the Consolidated Financial Statements).
 
Amounts Due By Period
 
Total

Less Than 1
Year

1 - 3
Years

3 - 5
Years

5 - 10
Years

After 10
Years
 
(in thousands)
Long-Term Debt Obligations:
 

 

 

 

 

 
Secured credit facilities
$
1,810,882


$


$


$
1,810,882


$


$

Unsecured notes
2,006,890




1,032,168


974,722





Secured term loans
278,817


29,917


17,978


26,916


200,613


3,393

Other debt obligations
100,000










100,000

Total principal maturities
$
4,196,589


$
29,917


$
1,050,146


$
2,812,520


$
200,613


$
103,393

Interest Payable(1)
857,356


226,279


414,401


158,971


36,152


21,553

Operating Lease Obligations
37,403


5,797


10,695


9,202


9,523


2,186

Total(2)
$
5,091,348


$
261,993


$
1,475,242


$
2,980,693


$
246,288


$
127,132


Explanatory Notes:
_______________________________________________________________________________

(1)
All variable-rate debt assumes a 3-month LIBOR rate of 0.24% and 1-month LIBOR rate of 0.17%.
(2)
We also have issued letters of credit totaling $3.7 million in connection with four of our investments. See Unfunded Commitments below, for a discussion of certain unfunded commitments related to our lending and net lease businesses.

February 2013 Secured Credit Facility—On February 11, 2013, we entered into a $1.71 billion senior secured credit facility due October 15, 2017 (the “February 2013 Secured Credit Facility”) that amended and restated our $1.82 billion senior secured credit facility, dated October 15, 2012 (the “October 2012 Secured Credit Facility”). The February 2013 Credit Facility amended the October 2012 Secured Credit Facility by: (i) reducing the interest rate from LIBOR plus 4.50%, with a 1.25% LIBOR floor, to LIBOR plus 3.50%, with a 1.00% LIBOR floor; and (ii) extending the call protection period for the lenders from October 15, 2013 to December 31, 2013.
Borrowings under the February 2013 Secured Credit Facility are collateralized by a first lien on a fixed pool of assets, with required minimum collateral coverage of not less than 125% of outstanding borrowings. If collateral coverage is less than 137.5% of outstanding borrowings, 100% of the proceeds from principal repayments and sales of collateral will be applied to repay

34

Table of Contents

outstanding borrowings under the February 2013 Secured Credit Facility. For so long as collateral coverage is between 137.5% and 150% of outstanding borrowings, 50% of proceeds from principal repayments and sales of collateral will be applied to repay outstanding borrowings under the February 2013 Secured Credit Facility and for so long as collateral coverage is greater than 150% of outstanding borrowings, we may retain all proceeds from principal repayments and sales of collateral. We retain proceeds from interest, rent, lease payments and fee income in all cases.
In connection with the February 2013 Secured Credit Facility transaction, we incurred $17.1 million of lender fees, of which $14.4 million was capitalized in "Debt Obligations, net" on our Consolidated Balance Sheets and $2.7 million was recorded as a loss in "Gain (loss) on early extinguishment of debt, net" on our Consolidated Statements of Operations as it related to the lenders who did not participate in the new facility. We also incurred $3.8 million in third party fees, of which $3.6 million was recognized in “Other expense” on our Consolidated Statements of Operations, as it related primarily to those lenders from the original facility that modified their debt under the new facility, and $0.2 million was recorded in “Deferred expenses and other assets, net” on our Consolidated Balance Sheets, as it related to the new lenders.
The February 2013 Secured Credit Facility contains certain covenants relating to the collateral, among other matters, but does not contain corporate level financial covenants. For so long as we maintain our qualification as a REIT, we are permitted to distribute 100% of our REIT taxable income on an annual basis. In addition, we may distribute to our stockholders real estate assets, or interests therein, having an aggregate equity value not to exceed $200 million, that are not collateral securing the borrowings under the February 2013 Secured Credit Facility. Except for the distribution of real estate assets described in the preceding sentence, we may not pay common dividends if we cease to qualify as a REIT.
Through December 31, 2013, we have made cumulative amortization repayments of $327.6 million on the February 2013 Secured Credit Facility bringing the outstanding balance to $1.38 billion. Repayments of the February 2013 Secured Credit Facility prior to the scheduled maturity date have resulted in losses on early extinguishment of debt of $7.0 million for the year ended December 31, 2013 related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.
October 2012 Secured Credit Facility—On October 15, 2012, we entered into the October 2012 Secured Credit Facility. Proceeds from the October 2012 Secured Credit Facility were used to refinance the remaining outstanding balances of our then existing 2011 Secured Credit Facilities.

During the year ended December 31, 2012, in connection with the October 2012 Secured Credit Facility transaction, we incurred $14.8 million in third party fees, of which $8.1 million was recognized in “Other expense” on our Consolidated Statements of Operations as it related to the portion of lenders from the original facility that modified their debt under the new facility. The remaining $6.6 million of fees were recorded in “Deferred expenses and other assets, net” on our Consolidated Balance Sheets, as they related to the portion of lenders that were new to the facility.
The October 2012 Secured Credit Facility was refinanced by the February 2013 Secured Credit Facility. Prior to refinancing, we made cumulative amortization repayments of $113.0 million on the October 2012 Secured Credit Facility, which resulted in losses on early extinguishment of debt of $0.8 million and $1.2 million during the year ended December 31, 2013 and 2012, respectively, related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.
At the time of the refinancing, we had $30.5 million of unamortized discounts and financing fees related to the October 2012 Secured Credit Facility. During the year ended December 31, 2013, in connection with the refinancing, we recorded a loss on early extinguishment of debt of $4.9 million, related primarily to the portion of lenders in the original facility that did not participate in the new facility. The remaining $25.6 million of unamortized fees and discounts will continue to be amortized into interest expense over the remaining term of the February 2013 Secured Credit Facility.
March 2012 Secured Credit Facilities—In March 2012, we entered into an $880.0 million senior secured credit agreement providing for two tranches of term loans: a $410.0 million 2012 A-1 tranche due March 2016, which bears interest at a rate of LIBOR + 4.00% (the "2012 Tranche A-1 Facility"), and a $470.0 million 2012 A-2 tranche due March 2017, which bears interest at a rate of LIBOR + 5.75% (the "2012 Tranche A-2 Facility," together the "March 2012 Secured Credit Facilities"). The 2012 A-1 and A-2 tranches were issued at 98.0% of par and 98.5% of par, respectively, and both tranches include a LIBOR floor of 1.25%. Proceeds from the March 2012 Secured Credit Facilities, together with cash on hand, were used to repurchase and repay at maturity $606.7 million aggregate principal amount of our convertible notes due October 2012, to fully repay the $244.0 million balance on our unsecured credit facility due June 2012, and to repay, upon maturity, $90.3 million outstanding principal balance of our 5.50% senior unsecured notes.


35

Table of Contents

The March 2012 Secured Credit Facilities are collateralized by a first lien on a fixed pool of assets. Proceeds from principal repayments and sales of collateral are applied to amortize the March 2012 Secured Credit Facilities. Proceeds received for interest, rent, lease payments and fee income are retained by us. The 2012 Tranche A-1 Facility required amortization payments of $41.0 million to be made every six months beginning December 31, 2012. After the 2012 Tranche A-1 Facility is repaid, proceeds from principal repayments and sales of collateral will be used to amortize the 2012 Tranche A-2 Facility. We may make optional prepayments on each tranche of term loans, subject to prepayment fees.

During the year ended December 31, 2013, we repaid the remaining outstanding balance of the 2012 Tranche A-1 Facility. Repayments of the 2012 Tranche A-1 Facility prior to scheduled amortization dates have resulted in losses on early extinguishment of debt of $4.4 million and $8.1 million during the years ended December 31, 2013 and 2012, respectively, related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

Additionally, during the year ended December 31, 2013, we made cumulative amortization repayments of $38.5 million on the 2012 Tranche A-2 Facility prior to maturity have resulted in losses on early extinguishment of debt of $1.0 million related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid during the year.

2011 Secured Credit Facilities—In March 2011, we entered into a $2.95 billion senior secured credit agreement providing for two tranches of term loans: a $1.50 billion 2011 A-1 tranche due June 2013, bearing interest at a rate of LIBOR + 3.75% (the "2011 Tranche A-1 Facility"), and a $1.45 billion 2011 A-2 tranche due June 2014, bearing interest at a rate of LIBOR + 5.75% (the "2011 Tranche A-2 Facility," together the "2011 Secured Credit Facilities"). The 2011 A-1 and A-2 tranches were issued at 99.0% of par and 98.5% of par, respectively, and both tranches include a LIBOR floor of 1.25%.

The 2011 Secured Credit Facilities were refinanced by the October 2012 Secured Credit Facility. Prior to refinancing, we made cumulative amortization repayments of $1.07 billion on the 2011 Secured Credit Facilities, which resulted in losses on early extinguishment of debt of $4.5 million and $12.0 million for the years ended December 31, 2012 and 2011, respectively, related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

At the time of the refinancing, we had $21.2 million of unamortized discounts and financing fees related to the 2011 Secured Credit Facilities. In connection with the refinancing, we recorded a loss on early extinguishment of debt of $12.1 million, related primarily to the portion of lenders in the original facility that did not participate in the new facility. The remaining $9.0 million of unamortized fees and discounts will continue to be amortized to interest expense over the remaining term of the October 2012 Secured Credit Facility.

Secured Term Loans—In October 2012, a consolidated subsidiary of the Company entered into a $28.0 million secured term loan maturing in November 2019, bearing interest at a rate of LIBOR + 2.00%. Simultaneously with the financing, we entered into an interest rate swap to exchange our variable rate on the loan for a fixed interest rate (see Note 10).

In September 2012, we refinanced two secured term loans with an aggregate outstanding principal balance of $53.3 million, bearing interest at rates of 5.3% and 8.2% and maturing in January 2013 with a new $54.5 million secured term loan. The new loan bears interest at 4.851%, matures in October 2022 and is collateralized by the same net lease asset as the original term loan. In connection with the refinancing, we incurred $0.5 million of losses related to a prepayment penalty, which was recorded in "Gain (loss) on early extinguishment of debt, net" on our Consolidated Statements of Operations for the year ended December 31, 2012.

In addition, during the year ended December 31, 2012, in conjunction with the sale of a portfolio of 12 net lease assets, we repaid the $50.8 million outstanding balances of our LIBOR + 4.50% secured term loans due in 2014 and terminated the related interest rate swaps associated with the loans (see Note 10).

Unsecured Credit Facility—During the year ended December 31, 2012, we repaid the $243.7 million remaining principal balance of our LIBOR + 0.85% unsecured credit facility due June 2012. In connection with the repayment, we recorded a loss on early extinguishment of debt of $0.2 million related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

Secured Notes—In January 2011, we redeemed the $312.3 million remaining principal balance of our 10% 2014 secured exchange notes and recorded a gain on early extinguishment of debt of $109.0 million primarily related to the recognition of deferred gain premiums that resulted from a previous debt exchange.


36

Table of Contents

Unsecured Notes—In November 2013, we issued $200.0 million aggregate principal of 1.50% convertible senior unsecured notes due November 2016. Proceeds from the transaction, together with cash on hand, were used to fully repay the remaining $200.6 million of outstanding 5.70% senior unsecured notes due March 2014. In connection with the repayment of the 5.70% senior unsecured notes, we incurred $2.8 million of losses related to a prepayment penalty and the accelerated amortization of discounts, which was recorded in "Gain (loss) on early extinguishment of debt, net" on our Consolidated Statements of Operations for the year ended December 31, 2013.

In May 2013, we issued $265.0 million aggregate principal of 3.875% senior unsecured notes due July 2016 and issued $300.0 million aggregate principal of 4.875% senior unsecured notes due July 2018. Net proceeds from these transactions, together with cash on hand, were used to fully repay the remaining $96.8 million of outstanding 8.625% senior unsecured notes due June 2013 and the remaining $448.5 million of outstanding 5.95% senior unsecured notes due in October 2013. In connection with the repayment of the 5.95% senior unsecured notes, we incurred $9.5 million of losses related to a prepayment penalty and the accelerated amortization of discounts, which was recorded in "Gain (loss) on early extinguishment of debt, net" on our Consolidated Statements of Operations for the year ended December 31, 2013.

In November 2012, we issued $300.0 million aggregate principal of 7.125% senior unsecured notes due February 2018 and issued $200.0 million aggregate principal of 3.00% convertible senior unsecured notes due November 2016. Proceeds from these transactions were used to fully repay $67.1 million of the 6.5% senior unsecured notes due December 2013 and partially repay $404.9 million of the 8.625% senior unsecured notes due June 2013. In connection with these repurchases, we paid a $14.9 million prepayment penalty which was reflected in "Gain (loss) on early extinguishment of debt, net" on our Consolidated Statements of Operations for the year ended December 31, 2012.

In May 2012, we issued $275.0 million aggregate principal of 9.0% senior unsecured notes due June 2017 that were sold at 98.012% of their principal amount.

During the year ended December 31, 2012, we repaid, upon maturity, the $460.7 million outstanding principal balance of our LIBOR + 0.50% senior unsecured convertible notes, the $169.7 million outstanding principal balance of our 5.15% senior unsecured notes and the $90.3 million outstanding principal balance of our 5.50% senior unsecured notes. In addition, we repurchased $420.4 million par value of senior unsecured notes with various maturities ranging from March 2012 to October 2012. In connection with these repurchases, we recorded aggregate gains on early extinguishment of debt of $3.2 million, for the year ended December 31, 2012.

Encumbered/Unencumbered Assets—As of December 31, 2013, the carrying value of our encumbered and unencumbered assets by asset type are as follows ($ in thousands):

 
As of December 31,
 
2013
 
2012
 
Encumbered Assets
 
Unencumbered Assets
 
Encumbered Assets
 
Unencumbered Assets
Real estate, net
$
1,644,463

 
$
1,151,718

 
$
1,640,005

 
$
1,099,094

Real estate available and held for sale
152,604

 
207,913

 
263,842

 
372,023

Loans receivable, net(1)
860,557

 
538,752

 
1,197,403

 
665,682

Other investments
24,093

 
183,116

 
43,545

 
355,298

Cash and other assets

 
907,995

 

 
556,207

Total
$
2,681,717

 
$
2,989,494

 
$
3,144,795

 
$
3,048,304


Explanatory Note:
_______________________________________________________________________________

(1)
As of December 31, 2013 and 2012, the amounts presented exclude general reserves for loan losses of $29.2 million and $33.1 million, respectively.

Debt Covenants—Our outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness of at least 1.2x and a restriction on debt incurrence based upon the effect of the debt incurrence on our fixed charge coverage ratio. If any of our covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of our debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders. While we expect that our ability to incur new indebtedness under the fixed charge coverage ratio will be limited for the foreseeable future, which may put limitations on our ability to make new investments,

37

Table of Contents

we will continue to be permitted to incur indebtedness for the purpose of refinancing existing indebtedness and for other permitted purposes under the indentures.

Our March 2012 Secured Credit Facilities and February 2013 Secured Credit Facility are collectively defined as the "Secured Credit Facilities." Our Secured Credit Facilities contain certain covenants, including covenants relating to collateral coverage, dividend payments, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. In particular, we are required to maintain collateral coverage of 1.25x outstanding borrowings. In addition, for so long as we maintain our qualification as a REIT, the Secured Credit Facilities permit us to distribute 100% of our REIT taxable income on an annual basis and the February 2013 Secured Credit Facility permits us to distribute to our shareholders real estate assets, or interests therein, having an aggregate equity value not to exceed $200 million, so long as such assets are not collateral for the February 2013 Secured Credit Facility. We may not pay common dividends if we cease to qualify as a REIT (except that the February 2013 Secured Credit Facility permits us to distribute certain real estate assets as described in the preceding sentence).

Our Secured Credit Facilities contain cross default provisions that would allow the lenders to declare an event of default and accelerate our indebtedness to them if we fail to pay amounts due in respect of our other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing our unsecured public debt securities permit the bondholders to declare an event of default and accelerate our indebtedness to them if our other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated.
Derivatives—Our use of derivative financial instruments is primarily limited to the utilization of interest rate swaps, interest rate caps or other instruments to manage interest rate risk exposure and foreign exchange contracts to manage our risk to changes in foreign currencies (see Note 10 of the Notes to the Consolidated Financial Statements). In 2013, we entered into a $500 million notional interest rate cap agreement to reduce exposure to expected increases in future interest rates and the resulting payments associated with variable interest rate debt. The agreement is effective in July 2014, matures in July 2017 and caps our LIBOR interest rates at 1.00% for the notional amount.

Off-Balance Sheet Arrangements—We are not dependent on the use of any off-balance sheet financing arrangements for liquidity. We have made investments in various unconsolidated ventures. See Item 8—"Financial Statements and Supplemental Data—Note 6" for further details of our unconsolidated investments. Our maximum exposure to loss from these investments is limited to the carrying value of our investments and any unfunded commitments (see below).

Unfunded Commitments—We generally fund construction and development loans and build-outs of space in net lease assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. We refer to these arrangements as Performance-Based Commitments. In addition, we sometimes establish a maximum amount of additional funding which we will make available to a borrower or tenant for an expansion or addition to a project if we approve of the expansion or addition in our sole discretion. We refer to these arrangements as Discretionary Fundings. Finally, we have committed to invest capital in several real estate funds and other ventures. These arrangements are referred to as Strategic Investments. As of December 31, 2013, the maximum amounts of the fundings we may make under each category, assuming all performance hurdles and milestones are met under the Performance-Based Commitments, that we approve all Discretionary Fundings and that 100% of our capital committed to Strategic Investments is drawn down, are as follows (in thousands):
 
Loans and Other Lending Investments
 
Real Estate
 
Strategic
Investments
 
Total
Performance-Based Commitments
$
19,436

 
$
53,164

 
$

 
$
72,600

Discretionary Fundings

 

 

 

Strategic Investments

 

 
46,591

 
46,591

Total
$
19,436

 
$
53,164

 
$
46,591

 
$
119,191


Transactions with Related Parties—We previously held an equity interest of approximately 24% in LNR and two of our executive officers formerly served on LNR's board of managers. In April 2013, we sold our interest in LNR for net proceeds of $220.3 million.
Stock Repurchase Programs—Our Board of Directors has approved a stock repurchase program that authorizes repurchases of our Common Stock from time to time in open market and privately negotiated purchases, including pursuant to one or more trading plans.

38

Table of Contents

During the year ended December 31, 2013, we repurchased 1.7 million shares of our outstanding Common Stock for approximately $21.0 million, at an average cost of $12.35 per share. During the year ended December 31, 2012, we repurchased 0.8 million shares of our outstanding Common Stock for approximately $4.6 million, at an average cost of $5.69 per share. As of December 31, 2013, we had remaining authorization to repurchase up to $29.0 million of Common Stock out of the $50.0 million authorized by our Board in 2013.
Subsequent Events—In February 2014, we partnered with a sovereign wealth fund to form a venture in which the partners plan to contribute up to an aggregate $500 million of equity to acquire and develop up to $1.25 billion of net lease assets over time. We own approximately 52% of the venture and will be responsible for sourcing new opportunities and managing the venture and its assets in exchange for a promote and management fee. The venture’s first investment was acquired by us for $93.6 million during 2013 and was subsequently sold to the venture.

Critical Accounting Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and judgments in certain circumstances that affect amounts reported as assets, liabilities, revenues and expenses. We have established detailed policies and control procedures intended to ensure that valuation methods, including any judgments made as part of such methods, are well controlled, reviewed and applied consistently from period to period. We base our estimates on historical corporate and industry experience and various other assumptions that we believe to be appropriate under the circumstances. For all of these estimates, we caution that future events rarely develop exactly as forecasted, and, therefore, routinely require adjustment.
During 2013, management reviewed and evaluated these critical accounting estimates and believes they are appropriate. Our significant accounting policies are described in Item 8—"Financial Statements and Supplemental Data—Note 3." The following is a summary of accounting policies that require more significant management estimates and judgments:
Reserve for loan losses—The reserve for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased through the "Provision for loan losses" on our Consolidated Statements of Operations and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash in a pre-foreclosure sale or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. We have one portfolio segment, represented by commercial real estate lending, whereby we utilize a uniform process for determining our reserves for loan losses. The reserve for loan losses includes a general, formula-based component and an asset-specific component.
The general reserve component covers performing loans and reserves for loan losses are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The formula-based general reserve is derived from estimated principal default probabilities and loss severities applied to groups of loans based upon risk ratings assigned to loans with similar risk characteristics during our quarterly loan portfolio assessment. During this assessment, we perform a comprehensive analysis of our loan portfolio and assign risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. We consider, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss. We estimate loss rates based on historical realized losses experienced within our portfolio and take into account current economic conditions affecting the commercial real estate market when establishing appropriate time frames to evaluate loss experience.
The asset-specific reserve component relates to reserves for losses on impaired loans. We consider a loan to be impaired when, based upon current information and events, we believe that it is probable that we will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on a loan-by-loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices, or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan.
Substantially all of our impaired loans are collateral dependent and impairment is measured using the estimated fair value of collateral, less costs to sell. We generally use the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, we obtain external "as is" appraisals for loan collateral, generally when third party participations exist. Valuations are performed or obtained at the time a loan is determined to be impaired and designated non-performing, and they are updated if circumstances indicate that a significant change in value has occurred. In limited cases, appraised values may be discounted when real estate markets rapidly deteriorate.

39

Table of Contents

A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when we grant a concession to a debtor that is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loan.
The provisions for loan losses for the years ended December 31, 2013, 2012 and 2011 were $5.5 million, $81.7 million and$46.4 million, respectively. The total reserve for loan losses at December 31, 2013 and 2012, included asset specific reserves of $348.0 million and $491.4 million, respectively, and general reserves of $29.2 million and $33.1 million, respectively.
Acquisition of real estate—We generally acquire real estate assets through cash purchases or through foreclosure or deed-in-lieu of foreclosure in full or partial satisfaction of non-performing loans. When we acquire assets through foreclosure or deed in lieu of foreclosure, based on our strategic plan to realize the maximum value from the collateral received, these properties are classified as "Real estate, net" or "Real estate available and held for sale" on our Consolidated Balance Sheets. When we intend to hold, operate or develop the property for a period of at least 12 months, assets are classified as "Real estate, net," and when we intend to market these properties for sale in the near term, assets are classified as "Real estate available and held for sale." Assets classified as real estate are initially recorded at their estimated fair value and assets classified as assets held for sale are recorded at their estimated fair value less costs to sell. The excess of the carrying value of the loan over these amounts is charged-off against the reserve for loan losses. In both cases, upon acquisition, tangible and intangible assets and liabilities acquired are recorded at their estimated fair values.
During the years ended December 31, 2013, 2012 and 2011 we received title to properties in satisfaction of senior mortgage loans with fair values of $31.1 million, $267.5 million and $502.5 million, respectively, for which those properties had served as collateral.
Impairment or disposal of long-lived assets—Real estate assets to be disposed of are reported at the lower of their carrying amount or estimated fair value less costs to sell and are included in "Real estate held for sale" on our Consolidated Balance Sheets. The difference between the estimated fair value less costs to sell and the carrying value will be recorded as an impairment charge and included in "Income (loss) from discontinued operations" on the Consolidated Statements of Operations. Once the asset is classified as held for sale, depreciation expense is no longer recorded and historical operating results are reclassified to "Income (loss) from discontinued operations" on the Consolidated Statements of Operations.
We periodically review long-lived assets to be held and used for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. A held for use long-lived asset's value is impaired only if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the asset (taking into account the anticipated holding period of the asset) is less than the carrying value. Such estimate of cash flows considers factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the asset and reflected as an adjustment to the basis of the asset. Impairments of real estate assets are recorded in "Impairment of assets," on our Consolidated Statements of Operations.
During the years ended December 31, 2013, 2012 and 2011, we recorded impairment charges on real estate assets of $14.4 million, $35.4 million and $22.4 million, respectively, due to changes in local market conditions and business strategy. Of these amounts, $1.8 million, $22.6 million and $9.1 million, respectively, were included in "Income (loss) from discontinued operations."
Identified intangible assets and liabilities—We record intangible assets and liabilities acquired at their estimated fair values separate and apart from goodwill. We determine whether such intangible assets and liabilities have finite or indefinite lives. As of December 31, 2013, all such acquired intangible assets and liabilities have finite lives. We amortize finite lived intangible assets and liabilities based on the period over which the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the business acquired. We review finite lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If we determine the carrying value of an intangible asset is not recoverable we will record an impairment charge to the extent its carrying value exceeds its estimated fair value. Impairments of intangibles are recorded in "Impairment of assets" on our Consolidated Statements of Operations.
Valuation of deferred tax assets—Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss and tax credit carryforwards. We evaluate the realizability of our deferred tax assets and recognize a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of our deferred tax assets will not be realized. When evaluating the realizability of our deferred tax assets, we consider, among other matters, estimates of expected future taxable income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires us to forecast our business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any are included in "Income tax (expense) benefit" on the Consolidated Statements of Operations.

40

Table of Contents

While certain entities with net operating losses ("NOLs") may generate profits in the future, which may allow us to utilize the NOLs, we continue to record a full valuation allowance on the net deferred tax asset due to the history of losses and the uncertainty of the entities' ability to generate such profits. We recorded a full valuation allowance of $56.0 million and $40.8 million as of December 31, 2013 and 2012, respectively.
Variable interest entities—We evaluate our investments and other contractual arrangements to determine if our interests constitute variable interests in a variable interest entity ("VIE") and if we are the primary beneficiary. There is a significant amount of judgment required to determine if an entity is considered a VIE and if we are the primary beneficiary. We first perform a qualitative analysis, which requires certain subjective decisions regarding our assessment, including, but not limited to, which interests create or absorb variability, the contractual terms, the key decision making powers, impact on the VIE's economic performance and related party relationships. An iterative quantitative analysis is required if our qualitative analysis proves inconclusive as to whether the entity is a VIE or we are the primary beneficiary and consolidation is required.
Fair value of assets and liabilities—The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial and nonfinancial assets and liabilities that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we would use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement.
See Item 8—"Financial Statements and Supplementary Data—Note 14" for a complete discussion on how we determine fair value of financial and non-financial assets and financial liabilities and the related measurement techniques and estimates involved.

41

Table of Contents

Item 7a.    Quantitative and Qualitative Disclosures about Market Risk
Market Risks
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk. Our operating results will depend in part on the difference between the interest and related income earned on our assets and the interest expense incurred in connection with our interest-bearing liabilities. Changes in the general level of interest rates prevailing in the financial markets will affect the spread between our floating rate assets and liabilities subject to the net amount of floating rate assets/liabilities and the impact of interest rate floors and caps. Any significant compression of the spreads between interest-earning assets and interest-bearing liabilities could have a material adverse effect on us.
In the event of a significant rising interest rate environment or economic downturn, defaults could increase and cause us to incur additional credit losses which would adversely affect our liquidity and operating results. Such delinquencies or defaults would likely have an adverse effect on the spreads between interest-earning assets and interest-bearing liabilities. In addition, an increase in interest rates could, among other things, reduce the value of our fixed-rate interest-bearing assets and our ability to realize gains from the sale of such assets.
Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. We monitor the spreads between our interest-earning assets and interest-bearing liabilities and may implement hedging strategies to limit the effects of changes in interest rates on our operations, including engaging in interest rate swaps, interest rate caps and other interest rate-related derivative contracts. Such strategies are designed to reduce our exposure, on specific transactions or on a portfolio basis, to changes in cash flows as a result of interest rate movements in the market. We do not enter into derivative contracts for speculative purposes or as a hedge against changes in our credit risk or the credit risk of our borrowers.
While a REIT may utilize derivative instruments to hedge interest rate risk on its liabilities incurred to acquire or carry real estate assets without generating non-qualifying income, use of derivatives for other purposes will generate non-qualified income for REIT income test purposes. This includes hedging asset related risks such as credit, foreign exchange and prepayment or interest rate exposure on our loan assets. As a result our ability to hedge these types of risks is limited. There can be no assurance that our profitability will not be adversely affected during any period as a result of changing interest rates.
The following table quantifies the potential changes in net income should interest rates increase by 50 or 100 basis points and decrease by 10 basis points, assuming no change in the shape of the yield curve (i.e., relative interest rates). The base interest rate scenario assumes the one-month LIBOR rate of 0.17% as of December 31, 2013. Actual results could differ significantly from those estimated in the table.
Estimated Percentage Change In Net Income
Change in Interest Rates
 
Net Income(1)
-10 Basis Points
 
(0.59
)%
Base Interest Rate
 

+50 Basis Points
 
2.93
 %
+100 Basis Points
 
3.86
 %

Explanatory Note:
_______________________________________________________________________________

(1)
We have an overall net variable-rate debt exposure. However, this is negated by interest rate floors that cause the debt to act as fixed rate until such time as market interest rates move above the floor minimums. As such, we are effectively in a net variable-rate asset exposure, which results in an increase in net income when rates increase and a decrease in net income when rates decrease. A 10 basis point decrease in interest rates would decrease net income by $0.7 million. A 50 and 100 basis increase in interest rates would increase net income by $3.3 million and $4.3 million, respectively. As of December 31, 2013, $117.9 million of our floating rate loans have a cumulative weighted average interest rate floor of 3.24% and $1.81 billion of our floating rate debt has a cumulative weighted average interest rate floor of 1.06%.


42

Table of Contents

Item 8.    Financial Statements and Supplemental Data
Index to Financial Statements
 
Page
Financial Statements:
 
Financial Statement Schedules:

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.


43

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of iStar Financial Inc.:
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of iStar Financial Inc. and its subsidiaries (collectively, the ‘‘Company’’) at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York
February 28, 2014



44

Table of Contents


iStar Financial Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
 
As of December 31,
 
2013
 
2012
ASSETS
 
 
 
Real estate
 
 
 
Real estate, at cost
$
3,220,634

 
$
3,117,405

Less: accumulated depreciation
(424,453
)
 
(378,306
)
Real estate, net
$
2,796,181

 
$
2,739,099

Real estate available and held for sale
360,517

 
635,865

 
$
3,156,698

 
$
3,374,964

Loans receivable and other lending investments, net
1,370,109

 
1,829,985

Other investments
207,209

 
398,843

Cash and cash equivalents
513,568

 
256,344

Restricted cash
48,769

 
36,778

Accrued interest and operating lease income receivable, net
14,941

 
15,226

Deferred operating lease income receivable
92,737

 
84,735

Deferred expenses and other assets, net
237,980

 
163,124

Total assets
$
5,642,011

 
$
6,159,999

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Accounts payable, accrued expenses and other liabilities
$
170,831

 
$
141,670

Debt obligations, net
4,158,125

 
4,691,494

Total liabilities
$
4,328,956

 
$
4,833,164

Commitments and contingencies

 

Redeemable noncontrolling interests
11,590

 
13,681

Equity:
 
 
 
iStar Financial Inc. shareholders' equity:
 
 
 
Preferred Stock Series D, E, F, G, and I, liquidation preference $25.00 per share (see Note 11)
22

 
22

Convertible Preferred Stock Series J, liquidation preference $50.00 per share (see Note 11)
4

 

High Performance Units
9,800

 
9,800

Common Stock, $0.001 par value, 200,000 shares authorized, 144,334 issued and 83,717 outstanding at December 31, 2013 and 142,699 issued and 83,782 outstanding at December 31, 2012
144

 
143

Additional paid-in capital
4,022,138

 
3,832,780

Retained earnings (deficit)
(2,521,618
)
 
(2,360,647
)
Accumulated other comprehensive income (loss) (see Note 11)
(4,276
)
 
(1,185
)
Treasury stock, at cost, $0.001 par value, 60,617 shares at December 31, 2013 and 58,917 shares at December 31, 2012
(262,954
)
 
(241,969
)
Total iStar Financial Inc. shareholders' equity
$
1,243,260

 
$
1,238,944

Noncontrolling interests
58,205

 
74,210

Total equity
$
1,301,465

 
$
1,313,154

Total liabilities and equity
$
5,642,011

 
$
6,159,999

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

45

Table of Contents

iStar Financial Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Revenues:
 
 
 
 
 
Operating lease income
$
234,567

 
$
216,291

 
$
195,872

Interest income
108,015

 
133,410

 
226,871

Other income
48,208

 
47,838

 
39,722

Total revenues
$
390,790

 
$
397,539

 
$
462,465

Costs and expenses:
 
 
 
 
 
Interest expense
$
266,225

 
$
355,097

 
$
342,186

Real estate expense
157,441

 
151,458

 
138,714

Depreciation and amortization
71,266

 
68,770

 
58,091

General and administrative
92,114

 
80,856

 
105,039

Provision for loan losses
5,489

 
81,740

 
46,412

Impairment of assets
12,589

 
13,778

 
13,239

Other expense
8,050

 
17,266

 
11,070

Total costs and expenses
$
613,174

 
$
768,965

 
$
714,751

Income (loss) before earnings from equity method investments and other items
$
(222,384
)
 
$
(371,426
)
 
$
(252,286
)
Gain (loss) on early extinguishment of debt, net
(33,190
)
 
(37,816
)
 
101,466

Earnings from equity method investments
41,520

 
103,009

 
95,091

Loss on transfer of interest to unconsolidated subsidiary
(7,373
)
 

 

Income (loss) from continuing operations before income taxes
$
(221,427
)
 
$
(306,233
)
 
$
(55,729
)
Income tax (expense) benefit
659

 
(8,445
)
 
4,719

Income (loss) from continuing operations(1)
$
(220,768
)
 
$
(314,678
)
 
$
(51,010
)
Income (loss) from discontinued operations
644

 
(17,481
)
 
(5,514
)
Gain from discontinued operations
22,233

 
27,257

 
25,110

Income from sales of residential property
86,658

 
63,472

 
5,721

Net income (loss)
$
(111,233
)
 
$
(241,430
)
 
$
(25,693
)
Net (income) loss attributable to noncontrolling interests
(718
)
 
1,500

 
3,629

Net income (loss) attributable to iStar Financial Inc. 
$
(111,951
)
 
$
(239,930
)
 
$
(22,064
)
Preferred dividends
(49,020
)
 
(42,320
)
 
(42,320
)
Net (income) loss allocable to HPU holders and Participating Security holders(2)(3)
5,202

 
9,253

 
1,997

Net income (loss) allocable to common shareholders
$
(155,769
)
 
$
(272,997
)
 
$
(62,387
)
Per common share data(1):
 
 
 
 
 
Income (loss) attributable to iStar Financial Inc. from continuing operations:
 
 
 
 
 
Basic and diluted
$
(2.09
)
 
$
(3.37
)
 
$
(0.91
)
Net income (loss) attributable to iStar Financial Inc.:
 
 
 
 
 
Basic and diluted
$
(1.83
)
 
$
(3.26
)
 
$
(0.70
)
Weighted average number of common shares—basic and diluted
84,990

 
83,742

 
88,688

Per HPU share data(1)(2):
 
 
 
 
 
Income (loss) attributable to iStar Financial Inc. from continuing operations:
 
 
 
 
 
Basic and diluted
$
(396.07
)
 
$
(638.27
)
 
$
(173.66
)
Net income (loss) attributable to iStar Financial Inc.:
 
 
 
 
 
Basic and diluted
$
(346.80
)
 
$
(616.87
)
 
$
(133.13
)
Weighted average number of HPU shares—basic and diluted
15

 
15

 
15

Explanatory Notes:
_______________________________________________________________________________

(1)
Income (loss) from continuing operations attributable to iStar Financial Inc. for the years ended December 31, 2013, 2012 and 2011 was $(221.5) million, $(313.2) million and $(47.4) million, respectively. See Note 13 for details on the calculation of earnings per share.
(2)
HPU holders are current and former Company employees who purchased high performance common stock units under the Company's High Performance Unit Program (see Note 11).
(3)
Participating Security holders are Company employees and directors who hold unvested restricted stock units, restricted stock awards and common stock equivalents granted under the Company's Long Term Incentive Plans that are eligible to participate in dividends (see Note 12 and Note 13).


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

46

Table of Contents

iStar Financial Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(unaudited)


 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Net income (loss)
$
(111,233
)
 
$
(241,430
)
 
$
(25,693
)
Other comprehensive income (loss):
 
 
 
 
 
Reclassification of (gains)/losses on available-for-sale securities into earnings upon realization(1)
(859
)
 

 

Reclassification of (gains)/losses on cash flow hedges into earnings upon realization(2)
310

 
(44
)
 
(180
)
Reclassification of (gains)/losses on cumulative translation adjustment into earnings upon realization(3)
(1,310
)
 

 

Unrealized gains/(losses) on available-for-sale securities
(302
)
 
278

 
391

Unrealized gains/(losses) on cash flow hedges
(255
)
 
(1,335
)
 
(1,191
)
Unrealized gains/(losses) on cumulative translation adjustment
(675
)
 
244

 
(957
)
Other comprehensive income (loss)
$
(3,091
)
 
$
(857
)
 
$
(1,937
)
Comprehensive income (loss)
$
(114,324
)
 
$
(242,287
)
 
$
(27,630
)
Net (income) loss attributable to noncontrolling interests
(718
)
 
1,500

 
3,629

Comprehensive income (loss) attributable to iStar Financial Inc. 
$
(115,042
)
 
$
(240,787
)
 
$
(24,001
)
Explanatory Notes:
_______________________________________________________________________________

(1)
For the year ended December 31, 2013, $266 and $593 are included in "Other income" and "Earnings from equity method investments," respectively, on the Company's Consolidated Statements of Operations.
(2)
Included in "Interest expense" on the Company's Consolidated Statements of Operations.
(3)
Included in "Earnings from equity method investments" on the Company's Consolidated Statements of Operations.

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

47

Table of Contents

iStar Financial Inc.
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2013, 2012 and 2011
(In thousands)
 
 
iStar Financial Inc. Shareholders' Equity
 
 
 
 
 
 
Preferred
Stock(1)
 
Preferred Stock Series J(1)
 
HPU's
 
Common
Stock at
Par
 
Additional
Paid-In
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock at
Cost
 
Noncontrolling
Interests
 
Total
Equity
Balance at December 31, 2010
 
$
22

 
$

 
$
9,800

 
$
138

 
$
3,809,071

 
$
(2,014,013
)
 
$
1,609

 
$
(158,492
)
 
$
46,524

 
$
1,694,659

Dividends declared—preferred
 

 

 

 

 

 
(42,320
)
 

 

 

 
(42,320
)
Issuance of stock/restricted stock amortization, net
 

 

 

 
2

 
25,389

 

 

 

 

 
25,391

Net loss for the period(2)
 

 

 

 

 

 
(22,064
)
 

 

 
(3,603
)
 
(25,667
)
Change in accumulated other comprehensive income (loss)
 

 

 

 

 

 

 
(1,937
)
 

 

 
(1,937
)
Repurchase of stock
 

 

 

 

 

 

 

 
(78,849
)
 

 
(78,849
)
Contributions from noncontrolling interests
 

 

 

 

 

 

 

 

 
3,917

 
3,917

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 

 
(1,590
)
 
(1,590
)
Balance at December 31, 2011
 
$
22

 
$

 
$
9,800

 
$
140

 
$
3,834,460

 
$
(2,078,397
)
 
$
(328
)
 
$
(237,341
)
 
$
45,248

 
$
1,573,604

Dividends declared—preferred
 

 

 

 

 

 
(42,320
)
 

 

 

 
(42,320
)
Repurchase of stock
 

 

 

 

 

 

 

 
(4,628
)
 

 
(4,628
)
Issuance of stock/restricted stock unit amortization, net
 

 

 

 
3

 
2,705

 

 

 

 

 
2,708

Net loss for the period(2)
 

 

 

 

 

 
(239,930
)
 

 

 
(688
)
 
(240,618
)
Change in accumulated other comprehensive income (loss)
 

 

 

 

 

 

 
(857
)
 

 

 
(857
)
Repurchase of convertible notes
 

 

 

 

 
(2,728
)
 

 

 

 

 
(2,728
)
Additional paid in capital attributable to redeemable noncontrolling interest
 

 

 

 

 
(1,657
)
 

 

 

 

 
(1,657
)
Contributions from noncontrolling interests(3)
 

 

 

 

 

 

 

 

 
32,654

 
32,654

Distributions to noncontrolling interests
 

 

 

 

 

 

 

 

 
(3,004
)
 
(3,004
)
Balance at December 31, 2012
 
$
22

 
$

 
$
9,800

 
$
143

 
$
3,832,780

 
$
(2,360,647
)
 
$
(1,185
)
 
$
(241,969
)
 
$
74,210

 
$
1,313,154


48

Table of Contents


iStar Financial Inc.
Consolidated Statements of Changes in Equity (Continued)
For the Years Ended December 31, 2013, 2012 and 2011
(In thousands)
 
 
iStar Financial Inc. Shareholders' Equity
 
 
 
 
 
 
Preferred
Stock(1)
 
Preferred Stock Series J(1)
 
HPU's
 
Common
Stock at
Par
 
Additional
Paid-In
Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock at
Cost
 
Noncontrolling
Interests
 
Total
Equity
Balance at December 31, 2012
 
$
22

 
$

 
$
9,800

 
$
143

 
$
3,832,780

 
$
(2,360,647
)
 
$
(1,185
)
 
$
(241,969
)
 
$
74,210

 
$
1,313,154

Issuance of Preferred Stock
 

 
4

 

 

 
193,506

 

 

 

 

 
193,510

Dividends declared—preferred
 

 

 

 

 

 
(49,020
)
 

 

 

 
(49,020
)
Repurchase of stock
 

 

 

 

 

 

 

 
(20,985
)
 

 
(20,985
)
Issuance of stock/restricted stock unit amortization, net
 

 

 

 
1

 
(1,376
)
 

 

 

 

 
(1,375
)
Net loss for the period(2)
 

 

 

 

 

 
(111,951
)
 

 

 
3,837

 
(108,114
)
Change in accumulated other comprehensive income (loss)
 

 

 

 

 

 

 
(3,091
)
 

 

 
(3,091
)
Additional paid in capital attributable to redeemable noncontrolling interest(5)
 

 

 

 

 
(2,772
)
 

 

 

 

 
(2,772
)
Contributions from noncontrolling interests(4)
 

 

 

 

 

 

 

 

 
10,264

 
10,264

Distributions to noncontrolling interests(5)
 

 

 

 

 

 

 

 

 
(30,106
)
 
(30,106
)
Balance at December 31, 2013
 
$
22

 
$
4

 
$
9,800

 
$
144

 
$
4,022,138

 
$
(2,521,618
)
 
$
(4,276
)
 
$
(262,954
)
 
$
58,205

 
$
1,301,465


Explanatory Notes:
_______________________________________________________________________________

(1)
See Note 11 for details on the Company's Cumulative Redeemable Preferred Stock.
(2)
For the years ended December 31, 2013, 2012 and 2011, net loss shown above excludes $(3,119), $(812) and $(26), respectively, of net loss attributable to redeemable noncontrolling interests.
(3)
Includes $27.3 million of land assets contributed by a noncontrolling partner (see Note 4).
(4)
Includes $9.4 million of operating property assets contributed by a noncontrolling partner (see Note 4).
(5)
Includes an $8.8 million payment to redeem a noncontrolling member's interest.

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

49

Table of Contents

iStar Financial Inc.
Consolidated Statements of Cash Flows
(In thousands)
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
 
Net income (loss)
$
(111,233
)
 
$
(241,430
)
 
$
(25,693
)
Adjustments to reconcile net income (loss) to cash flows from operating activities:
 
 
 
 
 
Provision for loan losses
5,489

 
81,740

 
46,412

Impairment of assets
14,507

 
38,077

 
22,386

Loss on transfer of interest to unconsolidated subsidiary
7,373

 

 

Depreciation and amortization
71,530

 
70,786

 
63,928

Payments for withholding taxes upon vesting of stock-based compensation
(14,098
)
 
(12,589
)
 
(6,273
)
Non-cash expense for stock-based compensation
19,261

 
15,293

 
29,702

Amortization of discounts/premiums and deferred financing costs on debt
20,915

 
31,981

 
32,345

Amortization of discounts/premiums and deferred interest on loans
(36,787
)
 
(47,279
)
 
(62,194
)
Earnings from equity method investments
(41,520
)
 
(103,009
)
 
(95,091
)
Distributions from operations of equity method investments
17,252

 
105,586

 
85,766

Deferred operating lease income
(12,077
)
 
(11,812
)
 
(9,390
)
Deferred income taxes

 

 
(13,729
)
Income from sales of residential property
(86,658
)
 
(63,472
)
 
(5,721
)
Gain from discontinued operations
(22,233
)
 
(27,257
)
 
(25,110
)
(Gain) loss on early extinguishment of debt, net
19,655

 
22,405

 
(97,742
)
Repayments and repurchases of debt—debt discount and prepayment penalty
(24,001
)
 
(74,712
)
 
(5,748
)
Other operating activities, net
6,917

 
9,427

 
6,492

Changes in assets and liabilities:
 
 
 
 
 
Changes in accrued interest and operating lease income receivable, net
2,310

 
1,337

 
4,793

Changes in deferred expenses and other assets, net
(23,012
)
 
1,271

 
20,580

Changes in accounts payable, accrued expenses and other liabilities
5,945

 
11,725

 
5,710

Cash flows from operating activities
$
(180,465
)
 
$
(191,932
)
 
$
(28,577
)
Cash flows from investing activities:
 
 
 
 
 
Investment originations and fundings
$
(257,600
)
 
$
(47,603
)
 
$
(120,333
)
Acquisitions of and capital expenditures on real estate assets
(211,767
)
 
(92,820
)
 
(64,169
)
Repayments of and principal collections on loans
613,615

 
728,657

 
1,208,403

Net proceeds from sales of loans
81,614

 
56,998

 
95,859

Net proceeds from sales of real estate
437,817

 
562,705

 
215,930

Net proceeds from sale of other investments
220,281

 

 

Distributions from other investments
36,918

 
78,238

 
188,467

Contributions to other investments
(12,784
)
 
(10,640
)
 
(41,820
)
Changes in restricted cash held in connection with investing activities
(19,388
)
 
(5,127
)
 
(20,042
)
Other investing activities, net
4,741

 
(3,361
)
 
(1,038
)
Cash flows from investing activities
$
893,447

 
$
1,267,047

 
$
1,461,257

Cash flows from financing activities:
 
 
 
 
 
Borrowings from debt obligations
1,444,565

 
3,498,794

 
3,037,825

Repayments of debt obligations
(1,984,102
)
 
(4,608,133
)
 
(4,464,254
)
Payments for deferred financing costs
(17,539
)
 
(21,662
)
 
(35,545
)
Preferred dividends paid
(49,020
)
 
(42,320
)
 
(42,320
)
Proceeds from issuance of preferred stock
193,510

 

 

Purchase of treasury stock
(20,985
)
 
(4,628
)
 
(78,849
)
Other financing activities, net
(22,187
)
 
2,352

 
2,424

Cash flows from financing activities
$
(455,758
)
 
$
(1,175,597
)
 
$
(1,580,719
)
Changes in cash and cash equivalents
$
257,224

 
$
(100,482
)
 
$
(148,039
)
Cash and cash equivalents at beginning of period
256,344

 
356,826

 
504,865

Cash and cash equivalents at end of period
$
513,568

 
$
256,344

 
$
356,826

 
 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
 
Cash paid during the period for interest, net of amount capitalized
$
237,457

 
$
329,546

 
$
322,601


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

50

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements






Note 1—Business and Organization

Business—iStar Financial Inc., or the "Company," is a fully-integrated finance and investment company focused on the commercial real estate industry. The Company provides custom-tailored investment capital to high-end private and corporate owners of real estate and invests directly across a range of real estate sectors. The Company, which is taxed as a real estate investment trust, or "REIT," has invested more than $35 billion over the past two decades. The Company's primary business segments are real estate finance, net lease, operating properties and land.

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

Note 2—Basis of Presentation and Principles of Consolidation
Basis of Presentation—The accompanying audited Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Certain prior year amounts have been reclassified in the Consolidated Financial Statements and the related notes to conform to the current period presentation.

Principles of Consolidation—The Consolidated Financial Statements include the financial statements of the Company, its wholly owned subsidiaries, controlled partnerships and variable interest entities ("VIEs") for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. The Company's involvement with VIEs affects its financial performance and cash flows primarily through amounts recorded in "operating lease income," "interest income," "earnings from equity method investments," "real estate expense" and "interest expense" in the Company's Consolidated Statements of Operations. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.
    
Consolidated VIEs—As of December 31, 2013, the Company consolidated five VIEs for which the Company is considered the primary beneficiary. At December 31, 2013, the total assets of these consolidated VIEs were $216.1 million and total liabilities were $33.9 million. The classifications of these assets are primarily within "real estate, net," "loans receivable and other lending investments, net" and "other investments" on the Company's Consolidated Balance Sheets. The classifications of liabilities are primarily within "debt obligations, net," and "accounts payable, accrued expenses and other liabilities" on the Company's Consolidated Balance Sheets. The liabilities of these VIEs are non-recourse to the Company and can only be satisfied from each VIE's respective assets. The Company's total unfunded commitments related to consolidated VIEs was $38.8 million as of December 31, 2013.

Unconsolidated VIEs—As of December 31, 2013, 28 of the Company's other investments were in VIEs where it is not the primary beneficiary and accordingly the VIEs have not been consolidated in the Company's Consolidated Financial Statements. As of December 31, 2013, the Company's maximum exposure to loss from these investments does not exceed the sum of the $179.2 million carrying value of the investments, which are classified in "other investments" on the Company's Consolidated Balance Sheets, and $29.6 million of related unfunded commitments.



51

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Note 3—Summary of Significant Accounting Policies

Real estate—Real estate assets are recorded at cost less accumulated depreciation and amortization, as follows:
Capitalization and depreciation— Certain improvements and replacements are capitalized when they extend the useful life of the asset. Qualified development and construction costs, including interest and certain other carrying costs incurred during the construction and/or renovation periods are also capitalized and charged to operations through depreciation over the asset's estimated useful life. The Company ceases capitalization on the portions substantially completed and capitalizes only those costs associated with the portions under development. Repairs and maintenance items are expensed as incurred. Depreciation is computed using the straight-line method of cost recovery over the estimated useful life, which is generally 40 years for facilities, five years for furniture and equipment, the shorter of the remaining lease term or expected life for tenant improvements and the remaining useful life of the facility for facility improvements.
Purchase price allocation—Upon acquisition of real estate, the Company determines whether the transaction is a business combination, which is accounted for under the acquisition method, or an acquisition of assets. For both types of transactions, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree based on their relative fair values. For business combinations, the Company recognizes and measures goodwill or gain from a bargain purchase, if applicable, and expenses acquisition-related costs in the periods in which the costs are incurred and the services are received. For acquisitions of assets, acquisition-related costs are capitalized and recorded in "Real estate, net" on the Company's Consolidated Balance Sheets.
The Company accounts for its acquisition of properties by recording the purchase price of tangible and intangible assets and liabilities acquired based on their estimated fair values. The value of the tangible assets, consisting of land, buildings, building improvements and tenant improvements is determined as if these assets are vacant. Intangible assets may include the value of above-market leases, in-place leases and the value of customer relationships, which are each recorded at their estimated fair values and included in “Deferred expenses and other assets, net” on the Company's Consolidated Balance Sheets. Intangible liabilities may include the value of below-market leases, which are recorded at their estimated fair values and included in “Accounts payable, accrued expenses and other liabilities” on the Company's Consolidated Balance Sheets. In-place leases and customer relationships are amortized over the remaining non-cancelable term and the amortization expense is included in "Depreciation and amortization" on the Company's Consolidated Statements of Operations. The capitalized above-market (or below-market) lease value is amortized as a reduction of (or, increase to) operating lease income over the remaining non-cancelable term of each lease plus any renewal periods with fixed rental terms that are considered to be below-market. The Company also engages in sale/leaseback transactions and typically executes leases with the occupant simultaneously with the purchase of the net lease asset.
Impairments—The Company periodically reviews long-lived assets to be held and used for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The value of a long-lived asset held for use is impaired only if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the asset (taking into account the anticipated holding period of the asset) is less than the carrying value. Such estimate of cash flows considers factors such as expected future operating income trends, as well as the effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of the asset and reflected as an adjustment to the basis of the asset. Impairments of real estate assets that are not held for sale are recorded in "Impairment of assets" on the Company's Consolidated Statements of Operations.
Real estate available and held for sale—The Company reports real estate assets to be disposed of at the lower of their carrying amount or estimated fair value less costs to sell and classifies them as “Real estate available and held for sale” on the Company's Consolidated Balance Sheets. If the estimated fair value less costs to sell is less than the carrying value, the difference will be recorded as an impairment charge and included in "Income (loss) from discontinued operations" on the Company's Consolidated Statements of Operations. Once a real estate asset is classified as held for sale, depreciation expense is no longer recorded and historical operating results, including impairments, are reclassified to "Income (loss) from discontinued operations" on the Company's Consolidated Statements of Operations.
If circumstances arise that were previously considered unlikely and, as a result the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used and included in "Real estate, net" on the Company's Consolidated Balance Sheets. The Company measures and records a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have

52

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

been recognized had the property been continuously classified as held and used, or (ii) the estimated fair value at the date of the subsequent decision not to sell.
The Company reports residential property units to be disposed of at the lower of their carrying amount or estimated fair value less costs to sell and classifies them as “Real estate available and held for sale” on the Company's Consolidated Balance Sheets. If the estimated fair value less costs to sell is less than the carrying value, the difference will be recorded as an impairment charge and included in “Impairment of assets” on the Company's Consolidated Statements of Operations. The net carrying costs for residential property units are recorded in “Real estate expense” on the Company's Consolidated Statements of Operations.
Dispositions—Sales and the associated gains or losses on real estate assets, including residential property, are recognized in accordance with Accounting Standards Codification ("ASC") 360-20, Real Estate Sales. Sales and the associated gains for residential property are recognized for full profit recognition upon closing of the sale transactions, when the profit is determinable, the earnings process is virtually complete, the parties are bound by the terms of the contract, all consideration has been exchanged, any permanent financing for which the seller is responsible has been arranged and all conditions for closing have been performed. The Company uses the relative sales value method to allocate costs. Profits on sales of residential property are included in "Income from sales of residential property" and gains on sales of net lease assets or commercial operating properties are recorded in “Gains from discontinued operations” on the Company's Consolidated Statements of Operations.
Loans receivable and other lending investments, netLoans receivable and other lending investments, net includes the following investments: senior mortgages, subordinate mortgages, corporate/partnership loans and preferred equity investments. Management considers nearly all of its loans to be held-for-investment, although certain investments may be classified as held-for-sale or available-for-sale.
Loans receivable classified as held-for-investment and debt securities classified as held-to-maturity are reported at their outstanding unpaid principal balance, and include unamortized acquisition premiums or discounts and unamortized deferred loan costs or fees. These loans and debt securities also include accrued and paid-in-kind interest and accrued exit fees that the Company determines are probable of being collected. Debt securities classified as available-for-sale are reported at fair value with unrealized gains and losses included in "Accumulated other comprehensive income (loss)" on the Company's Consolidated Balance Sheets.
Loans receivable and other lending investments designated for sale are classified as held-for-sale and are carried at lower of amortized historical cost or estimated fair value. The amount by which carrying value exceeds fair value is recorded as a valuation allowance. Subsequent changes in the valuation allowance are included in the determination of net income (loss) in the period in which the change occurs.
For held-to-maturity and available-for-sale debt securities held in "Loans receivable and other lending investments, net," management evaluates whether the asset is other-than-temporarily impaired when the fair market value is below carrying value. The Company considers debt securities other-than-temporarily impaired if (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. If it is determined that an other-than-temporary impairment exists, the portion related to credit losses, where the Company does not expect to recover its entire amortized cost basis, will be recognized as an "Impairment of assets" on the Company's Consolidated Statements of Operations. If the Company does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated. The credit loss component of the impairment will be recorded as an "Impairment of assets" on the Company's Consolidated Statements of Operations, and the remainder will be recorded in "Accumulated other comprehensive income (loss)" on the Company's Consolidated Balance Sheets.
The Company acquires properties through foreclosure or by deed-in-lieu of foreclosure in full or partial satisfaction of non-performing loans. Based on the Company's strategic plan to realize the maximum value from the collateral received, property is classified as "Real estate, net" or "Real estate available and held for sale" at its estimated fair value when title to the property is obtained. Any excess of the carrying value of the loan over the estimated fair value of the property (less costs to sell for assets held for sale) is charged-off against the reserve for loan losses as of the date of foreclosure.
Equity and cost method investmentsEquity interests are accounted for pursuant to the equity method of accounting if the Company can significantly influence the operating and financial policies of an investee. This is generally presumed to exist when ownership interest is between 20% and 50% of a corporation, or greater than 5% of a limited partnership or certain limited liability companies. The Company's periodic share of earnings and losses in equity method investees is included in "Earnings from equity method investments" on the Consolidated Statements of Operations. When the Company's ownership position is too small

53

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

to provide such influence, the cost method is used to account for the equity interest. Equity and cost method investments are included in "Other investments" on the Company's Consolidated Balance Sheets.
To the extent that the Company contributes assets to an unconsolidated subsidiary, the Company’s investment in the subsidiary is recorded at the Company’s cost basis in the assets that were contributed to the unconsolidated subsidiary. To the extent that the Company’s cost basis is different from the basis reflected at the subsidiary level, the basis difference is amortized over the life of the related assets and included in the Company’s share of equity in net (loss) income of the unconsolidated subsidiary. The Company recognizes gains on the contribution of real estate to unconsolidated subsidiaries, relating solely to the outside partner’s interest, to the extent the economic substance of the transaction is a sale. The Company recognizes a loss when it contributes property to an unconsolidated subsidiary and receives a disproportionately small interest in the subsidiary based on a comparison of the carrying amount of the property with the cash and other consideration contributed by the other investors.
The Company periodically reviews equity method investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investments may not be recoverable. The Company will record an impairment charge to the extent that the estimated fair value of an investment is less than its carrying value and the Company determines the impairment is other-than-temporary. Impairment charges are recorded in "Earnings from equity method investments" on the Company's Consolidated Statements of Operations.
Cash and cash equivalentsCash and cash equivalents include cash held in banks or invested in money market funds with original maturity terms of less than 90 days.
Restricted cashRestricted cash represents amounts required to be maintained under certain of the Company's debt obligations, loans, leasing, land development, sale and derivative transactions.
Variable interest entitiesThe Company evaluated its investments and other contractual arrangements to determine if they constitute variable interests in a VIE. A VIE is an entity where a controlling financial interest is achieved through means other than voting rights. A VIE is consolidated by the primary beneficiary, which is the party that has the power to direct matters that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This overall consolidation assessment includes a review of, among other factors, which interests create or absorb variability, contractual terms, the key decision making powers, their impact on the VIE's economic performance, and related party relationships. Where qualitative assessment is not conclusive, the Company performs a quantitative analysis. The Company reassesses its evaluation of the primary beneficiary of a VIE on an ongoing basis and assesses its evaluation of an entity as a VIE upon certain reconsideration events.
The Company has investments in certain funds that meet the deferral criteria in Accounting Standards Update ("ASU") 2010-10 and will continue to assess consolidation of these entities under the overall guidance on the consolidation of VIEs in ASC 810-10. The consolidation evaluation is similar to the process noted above, except that the primary beneficiary is the party that will receive a majority of the VIE's anticipated losses, a majority of the VIE's expected residual returns, or both. In addition, for entities that meet the deferral criteria, the Company reassesses its initial evaluation of the primary beneficiary and whether an entity is a VIE upon the occurrence of certain reconsideration events.
Deferred expensesDeferred expenses include leasing costs and financing fees. Leasing costs include brokerage, legal and other costs which are amortized over the life of the respective leases. External fees and costs incurred to obtain long-term financing have been deferred and are amortized over the term of the respective borrowing using the effective interest method or the straight line method, as appropriate. Amortization of leasing costs is included in "Depreciation and amortization" and amortization of deferred financing fees is included in "Interest expense" on the Company's Consolidated Statements of Operations.
Identified intangible assets and liabilitiesUpon the acquisition of a business, the Company records intangible assets or liabilities acquired at their estimated fair values separate and apart from goodwill. The Company determines whether such intangible assets or liabilities have finite or indefinite lives. As of December 31, 2013, all such intangible assets and liabilities acquired by the Company have finite lives. Intangible assets are included in "Deferred expenses and other assets, net" and intangible liabilities are included in "Accounts payable, accrued expenses and other liabilities" on the Company's Consolidated Balance Sheets. The Company amortizes finite lived intangible assets and liabilities based on the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the business acquired. The Company reviews finite lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. If the Company determines the carrying value of an intangible asset is not recoverable it will record an impairment charge to the extent its carrying value exceeds its estimated fair value. Impairments of intangible assets are recorded in "Impairment of assets" on the Company's Consolidated Statements of Operations.

54

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Revenue recognitionThe Company's revenue recognition policies are as follows:
Operating lease income: The Company's leases have all been determined to be operating leases based on an analysis performed in accordance with ASC 840. Operating lease income is recognized on the straight-line method of accounting, generally from the later of the date the lessee takes possession of the space and it is ready for its intended use or the date of acquisition of the facility subject to existing leases. Accordingly, contractual lease payment increases are recognized evenly over the term of the lease. The periodic difference between lease revenue recognized under this method and contractual lease payment terms is recorded as "Deferred operating lease income receivable," on the Company's Consolidated Balance Sheets.
The Company also recognizes revenue from certain tenant leases for reimbursements of all or a portion of operating expenses, including common area costs, insurance, utilities and real estate taxes of the respective property. This revenue is accrued in the same periods as the expense is incurred and is recorded as “Operating lease income” on the Company's Consolidated Statements of Operations. Revenue is also recorded from certain tenant leases that is contingent upon tenant sales exceeding defined thresholds. These rents are recognized only after the defined threshold has been met for the period.
Management estimates losses within its operating lease income receivable and deferred operating lease income receivable balances as of the balance sheet date and incorporates an asset-specific component, as well as a general, formula-based reserve based on management's evaluation of the credit risks associated with these receivables. At December 31, 2013 and 2012, the total allowance for doubtful accounts related to tenant receivables, including deferred operating lease income receivable, was $5.9 million and $5.6 million, respectively.
Interest Income: Interest income on loans receivable is recognized on an accrual basis using the interest method.
On occasion, the Company may acquire loans at premiums or discounts. These discounts and premiums in addition to any deferred costs or fees, are typically amortized over the contractual term of the loan using the interest method. Exit fees are also recognized over the lives of the related loans as a yield adjustment, if management believes it is probable that such amounts will be received. If loans with premiums, discounts, loan origination or exit fees are prepaid, the Company immediately recognizes the unamortized portion, which is included in "Other income" on the Company's Consolidated Statements of Operations.
The Company considers a loan to be non-performing and places loans on non-accrual status at such time as: (1) the loan becomes 90 days delinquent; (2) the loan has a maturity default; or (3) management determines it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan. While on non-accrual status, based on the Company's judgment as to collectability of principal, loans are either accounted for on a cash basis, where interest income is recognized only upon actual receipt of cash, or on a cost-recovery basis, where all cash receipts reduce a loan's carrying value. Non-accrual loans are returned to accrual status when a loan has become contractually current and management believes all amounts contractually owed will be received.
Certain of the Company's loans contractually provide for accrual of interest at specified rates that differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's determination that accrued interest and outstanding principal are ultimately collectible, based on the underlying collateral and operations of the borrower.
Prepayment penalties or yield maintenance payments from borrowers are recognized as additional income when received. Certain of the Company's loan investments provide for additional interest based on the borrower's operating cash flow or appreciation of the underlying collateral. Such amounts are considered contingent interest and are reflected as interest income only upon receipt of cash.
The Company holds certain loans initially acquired at a discount, for which it was probable, at acquisition, that all contractually required payments would not be received. The Company does not have a reasonable expectation about the timing and amount of cash flows expected to be collected on these loans and recognizes income when cash is received.
Other income: Other income includes revenues from hotel operations, which are recognized when rooms are occupied and the related services are provided. Revenues include room sales, food and beverage sales, parking, telephone, spa services and gift shop sales.
Reserve for loan lossesThe reserve for loan losses reflects management's estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The reserve is increased through "Provision for loan losses" on the Company's Consolidated Statements of Operations and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash in a pre-foreclosure sale or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company has one portfolio segment, represented by commercial real estate lending,

55

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

whereby it utilizes a uniform process for determining its reserve for loan losses. The reserve for loan losses includes a general, formula-based component and an asset-specific component.
The general reserve component covers performing loans and reserves for loan losses are recorded when (i) available information as of each balance sheet date indicates that it is probable a loss has occurred in the portfolio and (ii) the amount of the loss can be reasonably estimated. The formula-based general reserve is derived from estimated principal default probabilities and loss severities applied to groups of loans based upon risk ratings assigned to loans with similar risk characteristics during the Company's quarterly loan portfolio assessment. During this assessment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Ratings range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss. The Company estimates loss rates based on historical realized losses experienced within its portfolio and takes into account current economic conditions affecting the commercial real estate market when establishing appropriate time frames to evaluate loss experience.
The asset-specific reserve component relates to reserves for losses on impaired loans. The Company considers a loan to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the loan agreement. This assessment is made on a loan-by-loan basis each quarter based on such factors as payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographical location as well as national and regional economic factors. A reserve is established for an impaired loan when the present value of payments expected to be received, observable market prices, or the estimated fair value of the collateral (for loans that are dependent on the collateral for repayment) is lower than the carrying value of that loan.
Substantially all of the Company's impaired loans are collateral dependent and impairment is measured using the estimated fair value of collateral, less costs to sell. The Company generally uses the income approach through internally developed valuation models to estimate the fair value of the collateral for such loans. In more limited cases, the Company obtains external "as is" appraisals for loan collateral, generally when third party participations exist. Valuations are performed or obtained at the time a loan is determined to be impaired and designated non-performing, and they are updated if circumstances indicate that a significant change in value has occurred. In limited cases, appraised values may be discounted when real estate markets rapidly deteriorate.
A loan is also considered impaired if its terms are modified in a troubled debt restructuring ("TDR"). A TDR occurs when the Company has granted a concession and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loan.
Gain or loss on debt extinguishmentsThe Company recognizes the difference between the reacquisition price of debt and the net carrying amount of extinguished debt currently in earnings. Such amounts may include prepayment penalties or the write-off of unamortized debt issuance costs, and are recorded in “Gain (loss) on early extinguishment of debt, net” on the Company's Consolidated Statements of Operations.
Derivative instruments and hedging activityThe Company's use of derivative financial instruments is primarily limited to the utilization of interest rate swaps, interest rate caps or other instruments to manage interest rate risk exposure and foreign exchange contracts to manage our risk to changes in foreign currencies.
The Company recognizes derivatives as either assets or liabilities on the Company's Consolidated Balance Sheets at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability, a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability.
For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of Accumulated Other Comprehensive Income into earnings when the hedged net investment is either sold or substantially liquidated.
Derivatives that are not designated hedges are considered economic hedges, with changes in fair value reported in current earnings in "Other expense" on the Company's Consolidated Statements of Operations. The Company does not enter into derivatives for trading purposes.

56

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Stock-based compensationCompensation cost for stock-based awards is measured on the grant date and adjusted over the period of the employees' services to reflect (i) actual forfeitures and (ii) the outcome of awards with performance or service conditions through the requisite service period. The Company recognizes compensation cost for performance-based awards if and when the Company concludes that it is probable that the performance condition will be achieved. Compensation cost for market condition-based awards is determined using a Monte Carlo model to simulate a range of possible future stock prices for the Company's Common Stock, which is reflected in the grant date fair value. All compensation cost for market-condition based awards in which the service conditions are met is recognized regardless of whether the market condition is satisfied. Compensation costs are recognized ratably over the applicable vesting/service period and recorded in "General and administrative" on the Company's Consolidated Statements of Operations.
Income taxesThe Company has elected to be qualified and taxed as a REIT under section 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). The Company is subject to federal income taxation at corporate rates on its REIT taxable income, however, the Company is allowed a deduction for the amount of dividends paid to its shareholders, thereby subjecting the distributed net income of the Company to taxation at the shareholder level only. While it must distribute at least 90% of its taxable income in order to maintain its REIT status, the Company typically distributes all of its taxable income, if any, in order to minimize any tax on undistributed taxable income. In addition, the Company is allowed several other deductions in computing its REIT taxable income, including non-cash items such as depreciation expense and certain specific reserve amounts that the Company deems to be uncollectable. These deductions allow the Company to reduce its dividend payout requirement under federal tax laws. In addition, the Company has made foreclosure elections for certain properties acquired through foreclosure which allows the Company to operate these properties within the REIT but subjects them to certain tax obligations. The carrying value of assets with foreclosure elections as of December 31, 2013 is $1.12 billion. The Company intends to operate in a manner consistent with and its election to be treated as a REIT for tax purposes. As of December 31, 2012, the Company had $634.2 million of net operating loss carryforwards at the corporate REIT level, which can generally be used to offset both ordinary and capital taxable income in future years and will expire through 2032 if unused. The amount of net operating loss carryforwards as of December 31, 2013 will be subject to finalization of the Company's 2013 tax return. The Company recognizes interest expense and penalties related to uncertain tax positions, if any, as "Income tax (expense) benefit" on the Company's Consolidated Statements of Operations.
The Company can participate in certain activities from which it would be otherwise precluded in order to maintain its qualification as a REIT, as long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries ("TRSs"), is engaged in various real estate related opportunities, primarily related to managing activities related to certain foreclosed assets, as well as managing various investments in equity affiliates. As of December 31, 2013, $633.9 million of the Company's assets were owned by TRS entities. The Company's TRS entities are not consolidated for federal income tax purposes and are taxed as corporations. For financial reporting purposes, current and deferred taxes are provided for on the portion of earnings recognized by the Company with respect to its interest in TRS entities.
The following represents the Company's TRS income tax expense ($ in thousands):
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Current tax (expense) benefit
 
$
659

 
$
(8,445
)
 
$
(9,010
)
Deferred tax (expense) benefit
 

 

 
13,729

Total income tax (expense) benefit
 
$
659

 
$
(8,445
)
 
$
4,719

During the year ended December 31, 2013, the Company's TRS entities generated a taxable loss of $1.8 million, resulting in current tax benefit of $0.7 million. During the year ended December 31, 2012, the Company's TRS entities generated taxable income of $42.2 million which was partially offset by the utilization of net operating loss carryforwards, resulting in current tax expense of $8.4 million. During the year ended December 31, 2011, the Company's TRS entities generated taxable income of $75.8 million, which was partially offset by the utilization of net operating loss carryforwards, resulting in tax expense of $9.0 million. In addition, during the year ended December 31, 2011, the Company sold its investment in Oak Hill Advisors L.P. (see Note 6) and recognized a deferred tax benefit resulting from the reversal of a deferred tax liability associated with the investment.
Total cash paid for taxes for the years ended December 31, 2013, 2012 and 2011, was $9.2 million, $5.5 million and $8.5 million, respectively.

57

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss and tax credit carryforwards. The Company evaluates the realizability of its deferred tax assets and recognizes a valuation allowance if, based on the available evidence, both positive and negative, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers, among other matters, estimates of expected future taxable income, nature of current and cumulative losses, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Based on an assessment of all factors, including historical losses and continued volatility of the activities within the TRS entities, it was determined that full valuation allowances were required on the net deferred tax assets as of December 31, 2013 and 2012, respectively. Changes in estimate of deferred tax asset realizability, if any are included in "Income tax (expense) benefit" on the Consolidated Statements of Operations.
Deferred tax assets and liabilities of the Company's TRS entities were as follows ($ in thousands):
 
 
As of December 31,
 
 
2013
 
2012
Deferred tax assets(1)
 
$
55,962

 
$
40,800

Valuation allowance
 
(55,962
)
 
(40,800
)
Net deferred tax assets (liabilities)
 
$

 
$

Explanatory Note:
_______________________________________________________________________________

(1)
Deferred tax assets as of December 31, 2013, include real estate basis differences of $33.0 million, net operating loss carryforwards of $14.9 million and investment basis differences of $8.1 million. Deferred tax assets as of December 31, 2012, include real estate basis differences of $31.2 million, net operating loss carryforwards of $10.8 million and investment basis differences of $(1.2) million.
Earnings per shareThe Company uses the two-class method in calculating EPS when it issues securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the Company when, and if, the Company declares dividends on its common stock. Vested HPU shares are entitled to dividends of the Company when dividends are declared. Basic earnings per share ("Basic EPS") for the Company's Common Stock and HPU shares are computed by dividing net income allocable to common shareholders and HPU holders by the weighted average number of shares of Common Stock and HPU shares outstanding for the period, respectively. Diluted earnings per share ("Diluted EPS") is calculated similarly, however, it reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are deemed a "Participating Security" and are included in the computation of earnings per share pursuant to the two-class method. The Company's unvested restricted stock units and restricted stock awards with rights to dividends and common stock equivalents issued under its Long-Term Incentive Plans are considered Participating Securities and have been included in the two-class method when calculating EPS.


58

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Note 4—Real Estate
The Company's real estate assets were comprised of the following ($ in thousands):
 
Net Lease
 
Operating
Properties
 
Land
 
Total
As of December 31, 2013
 
 
 
 
 
 
 
Land and land improvements
$
350,817

 
$
132,934

 
$
803,238

 
$
1,286,989

Buildings and improvements
1,346,071

 
587,574

 

 
1,933,645

Less: accumulated depreciation and amortization
(338,640
)
 
(82,420
)
 
(3,393
)
 
(424,453
)
Real estate, net
$
1,358,248

 
$
638,088

 
$
799,845

 
$
2,796,181

Real estate available and held for sale

 
228,328

 
132,189

 
360,517

Total real estate
$
1,358,248

 
$
866,416

 
$
932,034

 
$
3,156,698

As of December 31, 2012
 
 
 
 
 
 
 
Land and land improvements
$
344,239

 
$
132,028

 
$
786,114

 
$
1,262,381

Buildings and improvements
1,282,571

 
572,453

 

 
1,855,024

Less: accumulated depreciation and amortization
(310,605
)
 
(65,409
)
 
(2,292
)
 
(378,306
)
Real estate, net
$
1,316,205

 
$
639,072

 
$
783,822

 
$
2,739,099

Real estate available and held for sale

 
454,587

 
181,278

 
635,865

Total real estate
$
1,316,205

 
$
1,093,659

 
$
965,100

 
$
3,374,964


Real estate available and held for sale—As of December 31, 2013 and 2012, the Company had $221.0 million and $374.1 million, respectively, of residential properties available for sale in its operating properties portfolio.

During the year ended December 31, 2013, the Company reclassified two land properties with a carrying value of $49.7 million from held for sale to held for investment due to changes in the Company's business plan for the properties. These assets are included in "Real estate, net" on the Company's Consolidated Balance Sheets. There were no operations to reclassify on the Company's Consolidated Statement of Operations as a result of this change. During the same period, the Company reclassified three land assets with a carrying value of $31.8 million and a net lease asset with a carrying value of $9.8 million to held for sale due to executed contracts with third parties. The net lease asset was disposed of for a gain of $3.6 million during the year ended December 31, 2013. The gain was recorded in "Gain from discontinued operations" on the Company's Consolidated Statements of Operations. The results of operations for the net lease assets that were reclassified are included in "Income (loss) from discontinued operations" on the Company's Consolidated Statements of Operations for all periods presented (see table below). The three land properties were sold during the year ended December 31, 2013 for a gain of $0.6 million. These gains were recorded in "Income from residential property" on the Company's Consolidated Statements of Operations.
During the year ended December 31, 2012, the Company had a change in its business plans to sell two commercial operating properties previously considered held for sale. As of December 31, 2012, the carrying amount of these assets was $49.8 million and was recorded in Real Estate, net. The assets were reclassified back to real estate held and used at their carrying value prior to classification as held for sale and adjusted for depreciation expense of $3.3 million during the held for sale period, which was lower than the assets' fair value at the time of the change in plans to sell. In connection with the reclassification of these assets to held and used, the Company reclassified their results of operations for each of the periods presented, as follows:
 
For the Years Ended December 31,
 
2012
 
2011
Other income
$
21,148

 
$
21,663

Real estate expenses
$
(22,603
)
 
$
(24,297
)

Acquisitions—During the year ended December 31, 2013, the Company acquired a net lease asset, which was leased back to the seller, for a purchase price of $93.6 million, including intangible assets of $36.1 million, intangible liabilities of $11.9 million and acquisition-related costs of $0.2 million. The Company concluded that the transaction was a real estate asset acquisition and capitalized the acquisition-related costs. The intangible assets are included in "Deferred expenses and other assets, net" and the

59

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

intangible liabilities are included in "Accounts payable, accrued expenses and other liabilities" on the Company's Consolidated Balance Sheets. The lease is classified as an operating lease.
During the year ended December 31, 2013, the Company acquired, via foreclosure, title to a residential operating property and two land properties, each of which previously served as collateral on loans receivable held by the Company. The total fair value of the land properties was $15.6 million. The Company contributed the residential operating property, which had a fair value of $25.5 million, to an entity, of which it owns 63%. Based on the control provisions in the partnership agreement, the Company consolidates the entity and reflects its partner's 37% share of equity in "Noncontrolling interests" on the Company's Consolidated Balance Sheets. The acquisition was accounted for at fair value. No gain or loss was recorded in conjunction with these transactions.
During the year ended December 31, 2012, the Company acquired, via foreclosure, title to properties, which previously served as collateral on loan receivables held by the Company with a total fair value of $269.1 million at the time of foreclosure. These properties included $172.4 million of residential operating properties, $63.4 million of commercial operating properties and $33.3 million of land assets.
During the year ended December 31, 2012, the Company also acquired land and other assets with a fair value of $27.3 million from a third party to form a new venture related to one of the Company's commercial operating properties. The third party contributed land into the venture in a non-cash exchange for a non-controlling interest and the Company continues to consolidate the subsidiary. In conjunction with the formation of this new venture, the venture contributed land with a recorded value of $11.6 million in a non-cash exchange for a 40% noncontrolling equity interest in a separate new venture. The Company did not recognize any gains or losses associated with these transactions.
In addition, during 2012, the Company acquired land and other assets with a fair value of $11.5 million from a third party to form a new strategic venture related to one of the Company's active land development projects. The third party contributed land into the venture in a non-cash exchange for a non-controlling interest and the Company continues to consolidate the subsidiary. The Company did not recognize any gains or losses associated with the transaction. Based upon certain rights held by the minority partner in this land venture that provide it with an option to redeem its interest at fair value after seven years, the Company has reflected the partner's non-controlling interest in this venture as a redeemable non-controlling interest within its Consolidated Balance Sheets. As it is probable that the interest will become redeemable, subsequent changes in fair value are being accreted over the seven year period from the date of issuance to the earliest redemption date using the interest method. As of December 31, 2013 and 2012, the estimated redemption value of the redeemable non-controlling interest was $17.4 million and $17.9 million, respectively.
Dispositions—During the years ended December 31, 2013, 2012, and 2011, the Company sold residential condominiums for total net proceeds of $269.7 million, $319.3 million and $154.0 million, respectively, and recorded income from sales of residential properties totaling $82.6 million, $63.5 million and $5.7 million, respectively.
During the year ended December 31, 2013, the Company sold land for net proceeds of $21.4 million to a newly formed unconsolidated entity in which the Company also received a preferred partnership interest and a 47.5% equity interest. The Company recognized a gain of $3.4 million, reflecting the proportionate share of our sold interest, which was recorded as "Income from sales of residential property" on the Company's Consolidated Statements of Operations. The Company also sold land with a carrying value of $18.9 million for proceeds that approximated carrying value.
During the year ended December 31, 2013, the Company contributed land with carrying value of $24.1 million to a newly formed unconsolidated entity in which the Company received an equity interest of 75.6%. As a result of the transfer, the Company recognized a $7.4 million loss, which was recorded as "Loss on transfer of interest to unconsolidated subsidiary" on the Company's Consolidated Statements of Operations. In addition, during the year ended December 31, 2013, the Company contributed land with a carrying value of $2.8 million to a newly formed unconsolidated entity in which the Company also received a 50.0% equity interest. No gain or loss was recorded in conjunction with the transaction.
Additionally, during the year ended December 31, 2013, the Company sold five net lease assets with a carrying value of $18.7 million resulting in a net gain of $2.2 million. During the same period the Company sold six commercial operating properties with a carrying value of $72.6 million resulting in a net gain of $18.6 million. These gains were recorded as "Gain from discontinued operations" on the Company's Consolidated Statements of Operations. The Company also sold a land asset with a carrying value of $14.8 million resulting in a gain of $0.6 million, which was included in "Income from sales of residential property" on the Company's Consolidated Statements of Operations.

60

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Also, during the year ended December 31, 2013, the Company transferred title of net lease assets with a carrying value of $8.7 million to its tenant for consideration that approximated our carrying value.
During the year ended December 31, 2012, the Company sold a portfolio of 12 net lease assets with an aggregate carrying value of $105.7 million and recorded a gain of $24.9 million resulting from the transaction. Certain of the properties were subject to secured term loans with a remaining principal balance of $50.8 million that were repaid in full at closing (see Note 8). In addition to this portfolio sale, during 2012, the Company sold net lease assets with a carrying value of $9.8 million, resulting in a net gain of $2.4 million. These gains were recorded as "Gain from discontinued operations" on the Company's Consolidated Statements of Operations. During the year ended December 31, 2012, the Company sold commercial operating properties with an aggregate carrying value of $29.3 million and land assets with a carrying value of $72.1 million for proceeds that approximated carrying value.
During the year ended December 31, 2011, the Company sold net lease assets with carrying values of $34.1 million, resulting in a net gain of $3.2 million, which was recorded in "Gain from discontinued operations" on the Company's Consolidated Statements of Operations. During 2011, the Company also sold commercial operating properties with an aggregate carrying value of $17.9 million and land assets with a carrying value of $9.5 million for proceeds that approximated carrying value. In addition, during 2011, the Company realized $22.2 million of a gain previously deferred resulting from the sale of a portfolio of 32 net lease assets in 2010. The gain was recorded in "Gain from discontinued operations" on the Company's Consolidated Statements of Operations during the year ended December 31, 2011.
Discontinued Operations—The following table summarizes income (loss) from discontinued operations for the years ended December 31, 2013, 2012 and 2011, respectively ($ in thousands):
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Revenues
$
5,545

 
$
14,132

 
$
23,090

Total expenses
(3,138
)
 
(9,037
)
 
(19,457
)
Impairment of assets
(1,763
)
 
(22,576
)
 
(9,147
)
Income (loss) from discontinued operations
$
644


$
(17,481
)
 
$
(5,514
)

Impairments—During the years ended December 31, 2013, 2012 and 2011 the Company recorded impairments on real estate assets totaling $14.4 million, $35.4 million and $22.4 million, respectively, resulting from changes in local market conditions and business strategy for certain assets. Of these amounts, $1.8 million, $22.6 million and $9.1 million for the years ended December 31, 2013, 2012 and 2011, respectively, have been recorded in "Income (loss) from discontinued operations" on the Company's Consolidated Statements of Operations due to the assets being sold or classified as held for sale as of December 31, 2013 (see above).
Tenant Reimbursements—The Company receives reimbursements from tenants for certain facility operating expenses including common area costs, insurance, utilities and real estate taxes. Tenant expense reimbursements for the years ended December 31, 2013, 2012 and 2011 were $31.8 million, $30.9 million and $29.4 million, respectively, and are included in “Operating lease income” on the Company's Consolidated Statements of Operations.
Future Minimum Operating Lease Payments—Future minimum operating lease payments under non-cancelable leases, excluding customer reimbursements of expenses, in effect at December 31, 2013, are as follows ($ in thousands):
Year
Net Lease Assets
 
Operating Properties
2014
$
132,996

 
$
53,283

2015
$
133,272

 
$
48,851

2016
$
131,738

 
$
46,476

2017
$
125,142

 
$
44,516

2018
$
123,464

 
$
37,979




61

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)


Note 5—Loans Receivable and Other Lending Investments, net

The following is a summary of the Company's loans receivable and other lending investments by class ($ in thousands):
 
As of December 31,
Type of Investment
2013
 
2012
Senior mortgages
$
1,071,662

 
$
1,751,256

Subordinate mortgages
60,679

 
152,737

Corporate/Partnership loans
473,045

 
450,491

Total gross carrying value of loans
$
1,605,386

 
$
2,354,484

Reserves for loan losses
(377,204
)
 
(524,499
)
Total loans receivable, net
$
1,228,182

 
$
1,829,985

Other lending investments—securities
141,927

 

Total loans receivable and other lending investments, net(1)
$
1,370,109

 
$
1,829,985


Explanatory Note:
_______________________________________________________________________________

(1)
The Company's recorded investment in loans as of December 31, 2013 and 2012 also includes accrued interest of $6.5 million and $9.8 million, respectively, which are included in "Accrued interest and operating lease income receivable, net" on the Company's Consolidated Balance Sheets.

During the years ended December 31, 2013, 2012 and 2011, the Company sold loans with total carrying values of $95.1 million, $53.9 million and $144.9 million, respectively, which resulted in a net realized loss of $0.6 million, a net gain of $6.4 million and no gain or loss, respectively. Gains and losses on sales of loans are included in "Other income" on the Company's Consolidated Statements of Operations.

Reserve for loan losses—Changes in the Company's reserve for loan losses were as follows ($ in thousands):
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Reserve for loan losses at beginning of period
$
524,499

 
$
646,624

 
$
814,625

Provision for loan losses(1)
5,489

 
81,740

 
46,412

Charge-offs
(152,784
)
 
(203,865
)
 
(214,413
)
Reserve for loan losses at end of period
$
377,204

 
$
524,499

 
$
646,624


Explanatory Note:
_______________________________________________________________________________
(1)
For the years ended December 31, 2013, 2012 and 2011, the provision for loan losses includes recoveries of previously recorded loan loss reserves of $63.1 million, $4.6 million and $23.6 million, respectively.

62

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The Company's recorded investment in loans (comprised of a loan's carrying value plus accrued interest) and the associated reserve for loan losses were as follows ($ in thousands):
 
Individually
Evaluated for
Impairment(1)
 
Collectively
Evaluated for
Impairment(2)
 
Loans Acquired
with Deteriorated
Credit Quality(3)
 
Total
As of December 31, 2013
 
 
 
 
 
 
 
Loans
$
752,425

 
$
849,613

 
$
9,889

 
$
1,611,927

Less: Reserve for loan losses
(348,004
)
 
(29,200
)
 

 
(377,204
)
Total
$
404,421

 
$
820,413

 
$
9,889

 
$
1,234,723

As of December 31, 2012
 
 
 
 
 
 
 
Loans
$
1,095,957

 
$
1,210,077

 
$
58,281

 
$
2,364,315

Less: Reserve for loan losses
(472,058
)
 
(33,100
)
 
(19,341
)
 
(524,499
)
Total
$
623,899

 
$
1,176,977

 
$
38,940

 
$
1,839,816


Explanatory Notes:
_______________________________________________________________________________

(1)
The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs aggregating to a net premium of $0.5 million and a net discount of $4.0 million as of December 31, 2013 and 2012, respectively. The Company's loans individually evaluated for impairment primarily represent loans on non-accrual status and therefore, the unamortized amounts associated with these loans are not currently being amortized into income.
(2)
The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs aggregating to a net discount of $4.6 million and $3.8 million as of December 31, 2013 and 2012, respectively.
(3)
The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs aggregating to a net premium of $0.4 million and $0.1 million as of December 31, 2013 and 2012, respectively. These loans had cumulative principal balances of $10.2 million and $58.8 million, as of December 31, 2013 and 2012, respectively.

Credit Characteristics—As part of the Company's process for monitoring the credit quality of its loans, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its performing loans. Risk ratings are based on judgments which are inherently uncertain and there can be no assurance that actual performance will not be different than current expectation.

The Company's recorded investment in performing loans, presented by class and by credit quality, as indicated by risk rating, was as follows ($ in thousands):
 
As of
 
December 31, 2013
 
December 31, 2012
 
Performing
Loans
 
Weighted
Average
Risk Ratings
 
Performing
Loans
 
Weighted
Average
Risk Ratings
Senior mortgages
$
591,145

 
2.50

 
$
840,593

 
2.75

Subordinate mortgages
61,364

 
3.37

 
99,698

 
2.27

Corporate/Partnership loans
438,831

 
3.88

 
444,772

 
3.69

  Total
$
1,091,340

 
3.11

 
$
1,385,063

 
3.01


As of December 31, 2013, the Company's recorded investment in loans, aged by payment status and presented by class, were as follows ($ in thousands):
 
Current
 
Less Than
and Equal
to 90 Days
 
Greater
Than
90 Days
 
Total
Past Due
 
Total
Senior mortgages
$
625,267

 
$

 
$
449,085

 
$
449,085

 
$
1,074,352

Subordinate mortgages
61,364

 

 

 

 
61,364

Corporate/Partnership loans
476,211

 

 

 

 
476,211

Total
$
1,162,842

 
$

 
$
449,085

 
$
449,085

 
$
1,611,927



63

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Impaired Loans—The Company's recorded investment in impaired loans, presented by class, were as follows ($ in thousands)(1):
 
As of December 31, 2013
 
As of December 31, 2012
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Senior mortgages
$
3,012

 
$
2,992

 
$

 
$
108,077

 
$
107,850

 
$

Corporate/Partnership loans

 

 

 
10,110

 
10,160

 

Subtotal
$
3,012

 
$
2,992

 
$

 
$
118,187

 
$
118,010

 
$

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Senior mortgages
$
650,337

 
$
645,463

 
$
(304,544
)
 
$
918,975

 
$
918,496

 
$
(442,760
)
Subordinate mortgages

 

 

 
53,979

 
53,679

 
(39,579
)
Corporate/Partnership loans
99,076

 
99,067

 
(43,460
)
 
63,096

 
63,246

 
(9,060
)
Subtotal
$
749,413

 
$
744,530

 
$
(348,004
)
 
$
1,036,050

 
$
1,035,421

 
$
(491,399
)
Total:
 
 
 
 
 
 
 
 
 
 
 
Senior mortgages
$
653,349

 
$
648,455

 
$
(304,544
)
 
$
1,027,052

 
$
1,026,346

 
$
(442,760
)
Subordinate mortgages

 

 

 
53,979

 
53,679

 
(39,579
)
Corporate/Partnership loans
99,076

 
99,067

 
(43,460
)
 
73,206

 
73,406

 
(9,060
)
Total
$
752,425

 
$
747,522

 
$
(348,004
)
 
$
1,154,237

 
$
1,153,431

 
$
(491,399
)

Explanatory Note:
_______________________________________________________________________________

(1)
All of the Company's non-accrual loans are considered impaired and included in the table above. In addition, as of December 31, 2013 and 2012, certain loans modified through troubled debt restructurings with a recorded investment of $231.8 million and $175.0 million, respectively, are also included as impaired loans in accordance with GAAP although they are performing and on accrual status.

The Company's average recorded investment in impaired loans and interest income recognized, presented by class, were as follows ($ in thousands):
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Senior mortgages
$
31,409

 
$
9,269

 
$
162,093

 
$
2,765

 
$
309,079

 
$
31,799

Corporate/Partnership loans
8,062

 
6,050

 
10,110

 
160

 
10,110

 
680

Subtotal
$
39,471

 
$
15,319

 
$
172,203

 
$
2,925

 
$
319,189

 
$
32,479

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Senior mortgages
$
794,247

 
$
1,976

 
$
1,064,045

 
$
3,865

 
$
1,608,486

 
$
7,187

Subordinate mortgages
32,382

 

 
52,208

 

 
19,477

 

Corporate/Partnership loans
77,661

 
323

 
62,248

 
312

 
66,087

 
332

Subtotal
$
904,290

 
$
2,299

 
$
1,178,501

 
$
4,177

 
$
1,694,050

 
$
7,519

Total:
 
 
 
 
 
 
 
 
 
 
 
Senior mortgages
$
825,656

 
$
11,245

 
$
1,226,138

 
$
6,630

 
$
1,917,565

 
$
38,986

Subordinate mortgages
32,382

 

 
52,208

 

 
19,477

 

Corporate/Partnership loans
85,723

 
6,373

 
72,358

 
472

 
76,197

 
1,012

Total
$
943,761

 
$
17,618

 
$
1,350,704

 
$
7,102

 
$
2,013,239

 
$
39,998


64

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

During the years ended December 31, 2013, 2012 and 2011, the Company recorded interest income of $13.3 million, $0.0 million and $26.3 million, respectively, related to the resolution of certain non-performing loans. Interest income was not previously recorded while the loans were on non-accrual status.

Troubled Debt Restructurings—During the years ended December 31, 2013 and 2012, the Company modified loans that were determined to be troubled debt restructurings. The recorded investment in these loans was impacted by the modifications as follows, presented by class ($ in thousands):
 
For the Years Ended December 31,
 
2013
 
2012
 
Number
of Loans
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment
 
Number
of Loans
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment
Senior mortgages
6

 
$
179,030

 
$
154,278

 
8

 
$
319,667

 
$
272,753


Troubled debt restructurings that occurred during the year ended December 31, 2013 included the modification of two performing loans with a combined recorded investment of $4.6 million. The modified terms of these loans granted maturity extensions of one year. In each case, the Company believes the borrowers can perform under the modified terms of the loans and continues to classify these loans as performing.
Non-performing loans with a combined investment of $174.5 million were also modified during the year ended December 31, 2013. Included in this balance were two loans with a combined recorded investment of $98.3 million in which the Company received $15.4 million of paydowns and accepted discounted payoff options on these loans, with final payments expected to be made in January 2014 and July 2014 and the loans were reclassified from non-performing to performing status as the Company believes the borrowers can perform under the modified terms of the agreements. The remaining loans were granted payoff option extensions ranging from one year to three years. These loans continued to be classified as non-performing subsequent to modification.
Troubled debt restructurings that occurred during the year ended December 31, 2012 included the modifications of performing loans with a combined recorded investment of $64.1 million. The modified terms of these loans granted maturity extensions ranging from one year to three years and included conditional extension options in certain cases dependent on borrower-specific performance hurdles. In each case, the Company believes the borrowers can perform under the modified terms of the loans and continues to classify these loans as performing.

Non-performing loans with a combined recorded investment of $255.6 million were also modified during the year ended December 31, 2012 and continued to be classified as non-performing subsequent to modification. Included in this balance was a loan with a recorded investment of $181.5 million prior to modification, for which the Company agreed to reduce the outstanding principal balance and recorded charge-offs totaling $45.5 million, and also reduce the loan's interest rate. The remaining non-performing loans were granted maturity extensions ranging from one month to seven months and the interest rate was reduced on one loan.

Generally when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and in some cases lookback features or equity kickers to offset concessions granted should conditions impacting the loan improve. The Company's determination of credit losses is impacted by troubled debt restructurings whereby loans that have gone through troubled debt restructurings are considered impaired, assessed for specific reserves, and are not included in the Company's assessment of general loan loss reserves. Loans previously restructured under troubled debt restructurings that subsequently default are reassessed to incorporate the Company's current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary. As of December 31, 2013, the Company had $13.3 million of unfunded commitments associated with modified loans considered troubled debt restructurings.


65

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Troubled debt restructurings that subsequently defaulted during the period were as follows ($ in thousands):
 
For the Years Ended December 31,
 
2013
 
2012
 
Number
of Loans
 
Outstanding
Recorded
Investment
 
Number
of Loans
 
Outstanding
Recorded
Investment
Senior mortgages
1

 
$
26,693

 
1

 
$
18,511


Securities—As of December 31, 2013, Other lending investments—securities includes the following ($ in thousands):
 
Face Value
 
Amortized Cost Basis
 
Net Unrealized Gain (Loss)
 
Estimated Fair Value
 
Net Carrying Value
Available-for-Sale Securities
 
 
 
 
 
 
 
 
 
Municipal debt securities
$
1,055

 
$
1,055

 
$
(18
)
 
$
1,037

 
$
1,037

Held-to-Maturity Securities
 
 
 
 
 
 
 
 
 
Corporate debt securities
139,842

 
140,890

 

 
140,890

 
140,890

Total
$
140,897

 
$
141,945

 
$
(18
)
 
$
141,927

 
$
141,927


During the year ended December 31, 2013, the Company originated a mandatorily redeemable preferred equity investment, which has an initial term of three years with two 12-month extensions. At December 31, 2013, the Company's investment was $140.9 million and the unfunded commitment was $6.2 million. The investment is classified as a held-to-maturity debt security as the Company has the ability and intent to hold the investment until maturity.
As of December 31, 2013, the contractual maturities of the Company's securities were as follows ($ in thousands):
 
Held-to-Maturity Securities
 
Available-for-Sale Securities
 
Amortized Cost Basis
 
Estimated Fair Value
 
Amortized Cost Basis
 
Estimated Fair Value
Maturities
 
 
 
 
 
 
 
Within one year
$

 
$

 
$

 
$

After one year through 5 years
140,890

 
140,890

 

 

After 5 years through 10 years

 

 

 

After 10 years

 

 
1,055

 
1,037

Total
$
140,890

 
$
140,890

 
$
1,055

 
$
1,037




66

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Note 6—Other Investments

The Company's other investments and its proportionate share of results from equity method investments were as follows ($ in thousands):
 
Carrying Value
 
Equity in Earnings
 
As of December 31,
 
For the Years Ended December 31,
 
2013
 
2012
 
2013
 
2012
 
2011
LNR
$

 
$
205,773

 
$
16,465

 
$
60,669

 
$
53,861

Madison Funds
67,782

 
56,547

 
14,796

 
10,246

 
3,641

Oak Hill Funds
21,366

 
29,840

 
4,174

 
5,844

 
1,918

Real estate equity investments
62,205

 
47,619

 
2,753

 
21,636

 
(5,273
)
Other equity method investments(1)
45,954

 
47,939

 
3,332

 
4,614

 
40,944

Total equity method investments
$
197,307

 
$
387,718

 
$
41,520

 
$
103,009

 
$
95,091

Other
9,902

 
11,125

 
 
 
 
 
 
Total other investments
$
207,209

 
$
398,843

 
 
 
 
 
 

Explanatory Note:
_______________________________________________________________________________

(1)
For the year ended December 31, 2011, equity in earnings includes $38.4 million of earnings related to Oak Hill Advisors, L.P. and related entities that were sold in October 2011.

LNR—In July 2010, the Company acquired an ownership interest of approximately 24% in LNR Property Corporation ("LNR"). LNR is a servicer and special servicer of commercial mortgage loans and CMBS and a diversified real estate investment, finance and management company. In the transaction, the Company and a group of investors, including other creditors of LNR, acquired 100% of the common stock of LNR in exchange for cash and the extinguishment of existing senior notes of LNR's parent holding company (the "Holdco Notes"). The Company contributed $100.0 million aggregate principal amount of Holdco Notes and $100.0 million in cash in exchange for an equity interest of $120.0 million.

Beginning in September 2012, the Company and other owners of LNR entered into negotiations with potential purchasers of LNR. After an extensive due diligence and negotiation process, the LNR owners entered into a definitive contract to sell LNR in January 2013 at a fixed sale price which, from the Company's perspective, reflected in part the Company's then-current expectations about the future results of LNR and potential volatility in its business. The definitive sale contract provided that LNR would not make cash distributions to its owners during the fourth quarter of 2012 through the closing of the sale. Notwithstanding the fixed terms of the contract, our investment balance in LNR increased due to equity in earnings recorded which resulted in our recognition of other than temporary impairment on our investment during the year ended December 31, 2013. In April 2013, the Company completed the sale of its 24% equity interest in LNR and received $220.3 million in net proceeds. Approximately $25.2 million of net proceeds were placed in escrow for potential indemnification obligations through April 2014. The Company is not currently aware that any material indemnification claims are probable of occurring.
The following table represents investee level summarized financial information for LNR ($ in thousands)(1):
 
For the Period from October 1, 2012 to April 19,
 
For the Years
Ended September 30,
 
2013
 
2012
 
2011
Income Statements
 
 
 
 
 
Total revenue(2)
$
179,373

 
$
332,902

 
$
327,032

Income tax (expense) benefit(3)
$
(2,137
)
 
$
(6,731
)
 
$
76,558

Net income attributable to LNR(4)
$
113,478

 
$
253,039

 
$
225,190

iStar's ownership percentage
24
%
 
24
%
 
24
%
iStar's equity in earnings from LNR(5)
$
45,375

 
$
60,669

 
$
53,861


67

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

 
As of September 30,
 
2013
 
2012
Balance Sheets
 
 
 
Total assets(2)
$

 
$
98,513,452

Total debt(2)
$

 
$
97,521,520

Total liabilities(2)
$

 
$
97,639,696

Noncontrolling interests
$

 
$
8,067

LNR Property LLC equity
$

 
$
865,689

iStar's ownership percentage
%
 
24
%
iStar's equity in LNR(6)
$

 
$
205,773


 
For the Period from October 1, 2012 to April 19,
 
For the Years
Ended September 30,
 
2013
 
2012
 
2011
Cash Flows
 
 
 
 
 
Operating cash flows
$
(127,075
)
 
$
(85,909
)
 
$
170,703

Cash flows from investing activities
$
(36,543
)
 
$
(55,686
)
 
$
45,488

Cash flows from financing activities
$
217,241

 
$
229,634

 
$
(123,506
)
Net cash flows
$
53,623

 
$
88,039

 
$
92,685

Cash distributions
$

 
$
61,179

 
$
73,916

iStar's ownership percentage
24
%
 
24
%
 
24
%
Cash distributions received by iStar

 
14,690

 
17,722


Explanatory Notes:
_______________________________________________________________________________

(1)
The Company recorded its investment in LNR, which was sold in April 2013, on a one quarter lag, therefore, amounts in the Company's financial statements for the year ended December 31, 2013 are based on balances and results from LNR for the period from October 1, 2012 to April 19, 2013. The amounts in the Company's financial statements for the year ended December 31, 2012 and 2011 are based on balances and results from LNR for the years ended September 30, 2012 and 2011, respectively.
(2)
LNR consolidates certain commercial mortgage-backed securities and collateralized debt obligation trusts that are considered VIEs (and for which it is the primary beneficiary), that have been included in the amounts presented above. As of September 30, 2012, the assets of these trusts, which aggregated $97.52 billion, were the sole source of repayment of the related liabilities, which aggregated $97.21 billion and are non-recourse to LNR and its equity holders, including the Company. Excluding the amounts related to VIEs, as of September 30, 2012, total assets were $1.38 billion , total debt was $398.9 million, and total liabilities were $517.1 million. In addition, total revenue presented above includes $55.5 million, $95.4 million, and $119.0 million for the period from October 1, 2012 to April 19, 2013 and for the years ended September 30, 2012 and 2011, respectively, of servicing fee revenue that is eliminated upon consolidation of the VIE's at the LNR level. This income is then added back through consolidation at the LNR level as an adjustment to income allocable to noncontrolling entities and has no net impact on net income attributable to LNR.
(3)
During the year ended December 31, 2011, LNR recorded an income tax benefit from the settlement of certain tax liabilities.
(4)
Subsequent to the sale of the Company's interest in LNR, LNR reported a reduction in their earnings of $66.2 million related to a purchase price allocation adjustment. The reduction was reflected in LNR's operations for the three months ended March 31, 2013, which resulted in a net loss for the period. Because the Company recorded its investment in LNR on a one quarter lag, the adjustment was reflected in the quarter ended June 30, 2013. There was no net impact on the Company's previously reported equity in earnings as the Company limited its proportionate share of earnings from LNR as described above.
(5)
LNR reported a net loss for the period from April 1, 2013 to April 19, 2013 which had already been considered in the Company's other than temporary impairment assessment. As such, no equity in earnings was recorded during the quarter ended September 30, 2013. The total equity in earnings recognized for LNR was $45.4 million for the year ended December 31, 2013.
(6)
Represents the Company's investment in LNR at December 31, 2013 and 2012, respectively.


68

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The following table reconciles the activity related to the Company's investment in LNR for the three months ended March 31, 2013 and June 30, 2013, the six months ended December 31, 2013 and for the year ended December 31, 2013 ($ in thousands):
 
For the Three Months Ended March 31, 2013
 
For the Three Months Ended June 30, 2013
 
For the Six Months Ended December 31, 2013
 
For the Year Ended December 31, 2013
 
Carrying value of LNR at beginning of period
$
205,773

 
$
220,281

 
$

 
$
205,773

 
Equity in earnings of LNR for the period(1)
$
45,375

 
$

 
$

 
$
45,375

(a)
Balance before other than temporary impairment
$
251,148

 
$
220,281

 
$

 
$
251,148

 
Other than temporary impairment(1)
$
(30,867
)
 
$

 
$

 
$
(30,867
)
(b)
Sales proceeds pursuant to contract
$

 
$
(220,281
)
 
$

 
$
(220,281
)
 
Carrying value of LNR at end of period
$
220,281

 
$

 
$

 
$

 
Explanatory Notes:
_______________________________________________________________________________
(1)
Subsequent to the sale of the Company's interest in LNR, LNR reported a reduction in their earnings of $66.2 million related to a purchase price allocation adjustment. The reduction was reflected in LNR's operations for the three months ended March 31, 2013, which resulted in a net loss for the period. Because the Company recorded its investment in LNR on a one quarter lag, the adjustment was reflected in the quarter ended June 30, 2013. There was no net impact on the Company's previously reported equity in earnings as the Company limited its proportionate share of earnings from LNR as described above.

For the year ended December 31, 2013, the amount that was recognized as income in the Company's Consolidated Statements of Operations is the sum of items (a), (b) and $1.7 million of income recognized for the release of other comprehensive income related to LNR upon sale, or $16.5 million.
Madison Funds—As of December 31, 2013, the Company owned a 29.52% interest in Madison International Real Estate Fund II, LP, a 32.92% interest in Madison International Real Estate Fund III, LP and a 29.52% interest in Madison GP1 Investors, LP (collectively, the "Madison Funds"). The Madison Funds invest in ownership positions of entities that own real estate assets. The Company determined that these entities are variable interest entities and that the Company is not the primary beneficiary.
Oak Hill Funds—As of December 31, 2013, the Company owned a 5.92% interest in OHA Strategic Credit Master Fund, L.P. ("OHASCF"). OHASCF was formed to acquire and manage a diverse portfolio of assets, investing in distressed, stressed and undervalued loans, bonds, equities and other investments. The Company determined that this entity is a variable interest entity and that the Company is not the primary beneficiary.
Real estate equity investments—During the year ended December 31, 2013, the Company sold land for net proceeds of $21.4 million to a newly formed unconsolidated entity in which the Company had a preferred partnership interest and a 47.5% equity interest. The Company's proportionate share of the assets retained on a carryover basis on the date of sale was $10.6 million. The Company held a preferred partnership interest of $6.6 million, which was repaid and no longer outstanding at December 31, 2013. As of December 31, 2013, the Company had a recorded equity interest of $5.5 million.

During the year ended December 31, 2013, the Company contributed land to a newly formed unconsolidated entity in which the Company received an equity interest of 75.6%. As of December 31, 2013, the Company had a recorded equity interest of $18.0 million. In addition, during the year ended December 31, 2013, the Company contributed land to a newly formed unconsolidated entity in which the Company also received a 50.0% equity interest. As of December 31, 2013, the Company had a recorded equity interest of $3.5 million.

In addition, as of December 31, 2013, the Company's other real estate equity investments included equity interests in real estate ventures ranging from 31% to 70%, comprised of investments of $16.4 million in net lease assets, $16.0 million in operating properties and $2.7 million in land assets. As of December 31, 2012, the Company's real estate equity investments included $16.4 million in net lease assets, $25.7 million in operating properties and $5.5 million in land assets. One of the Company's equity investments in operating properties represents a 33% interest in residential property units. During the years ended December 31, 2013 and 2012, the Company's earnings from its interest in this property includes income from sales of residential units of $4.7 million and $26.0 million, respectively.

69

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Oak Hill Advisors—In October 2011, the Company sold a substantial portion of its interests in Oak Hill Advisors, L.P. and related entities for $183.7 million of net cash proceeds, which resulted in a net gain of $30.3 million that was recorded in "Earnings from equity method investments" on the Company's Consolidated Statements of Operations. Glenn R. August, a former director of the Company and the president and senior partner of Oak Hill Advisors, L.P., participated in the transaction as a purchaser. In conjunction with the sale of its interests in Oak Hill Advisors, L.P., the Company retained interests in its share of certain unearned incentive fees of various funds. These fees are contingent on the future performance of the funds and the Company will recognize income related to these fees if and when the amounts are realized.
Other investments—The Company also had smaller investments in real estate related funds and other strategic investments in several other entities that were accounted for under the equity method or cost method.
Summarized financial information—The following table presents the investee level summarized financial information of the Company's equity method investments, excluding LNR ($ in thousands):
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Income Statements
 
 
 
 
 
 
Revenues
 
$
284,513

 
$
401,870

 
$
198,340

Net income attributable to parent entities
 
$
206,198

 
$
304,960

 
$
97,066

 
 
As of December 31,
 
 
2013
 
2012
Balance Sheets
 
 
 
 
Total assets
 
$
2,980,737

 
$
2,758,889

Total liabilities
 
$
303,100

 
$
170,997

Noncontrolling interests
 
$
333

 
$
2,253

Total equity
 
$
2,677,304

 
$
2,585,639


Note 7—Other Assets and Other Liabilities

Deferred expenses and other assets, net, consist of the following items ($ in thousands):
 
As of December 31,
 
2013
 
2012
Intangible assets, net(1)
$
100,652

 
$
69,134

Other receivables
34,655

 
11,517

Deferred financing fees, net(2)
33,591

 
26,629

Leasing costs, net(3)
21,799

 
20,205

Corporate furniture, fixtures and equipment, net(4)
6,557

 
7,537

Other assets
40,726

 
28,102

Deferred expenses and other assets, net
$
237,980

 
$
163,124


Explanatory Notes:
_______________________________________________________________________________

(1)
Intangible assets, net are primarily related to the acquisition of real estate assets. Accumulated amortization on intangible assets was $38.1 million and $51.5 million as of December 31, 2013 and 2012, respectively. The amortization of above market leases decreased operating lease income on the Company's Consolidated Statements of Operations by $7.0 million, $5.8 million and $2.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. The total amortization expense for intangible assets was $8.2 million, $7.0 million and $7.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. These amounts are included in “Depreciation and amortization” on the Company's Consolidated Statements of Operations.
(2)
Accumulated amortization on deferred financing fees was $9.9 million and $4.1 million as of December 31, 2013 and 2012, respectively.
(3)
Accumulated amortization on leasing costs was $7.1 million and $6.6 million as of December 31, 2013 and 2012, respectively.
(4)
Accumulated depreciation on corporate furniture, fixtures and equipment was $6.2 million and $6.2 million as of December 31, 2013 and 2012, respectively.

70

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)


Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands):
 
As of December 31,
 
2013
 
2012
Accrued expenses
$
58,840

 
$
50,467

Accrued interest payable
40,015

 
29,521

Intangible liabilities, net(1)
26,223

 
9,210

Other liabilities
45,753

 
52,472

Accounts payable, accrued expenses and other liabilities
$
170,831

 
$
141,670


Explanatory Note:
_______________________________________________________________________________

(1)
Intangible liabilities, net are primarily related to the acquisition of real estate assets. Accumulated amortization on intangible liabilities was $4.6 million and $2.2 million as of December 31, 2013 and 2012, respectively. The amortization of intangible liabilities increased operating lease income on the Company's Consolidated Statements of Operations by $2.8 million, $1.4 million and $0.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Intangible assets and liabilities—The estimated aggregate amortization costs for each of the five succeeding fiscal years are as follows ($ in thousands):
2014
$
10,530

2015
$
7,886

2016
$
7,122

2017
$
6,145

2018
$
4,295




71

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Note 8—Debt Obligations, net

As of December 31, 2013 and 2012, the Company's debt obligations were as follows ($ in thousands):
 
Carrying Value as of December 31,
 
 
 
 
 
2013
 
2012
 
Stated
Interest Rates
 
Scheduled
Maturity Date
Secured credit facilities and term loans:
 
 
 
 
 
 
 
2012 Tranche A-1 Facility
$

 
$
169,164

 
LIBOR + 4.00%

(1)
2012 Tranche A-2 Facility
431,475

 
470,000

 
LIBOR + 5.75%

(1)
March 2017
October 2012 Secured Credit Facility

 
1,754,466

 
LIBOR + 4.50%

(2)
February 2013 Secured Credit Facility
1,379,407

 

 
LIBOR + 3.50%

(3)
October 2017
Term loans collateralized by net lease assets
278,817

 
264,432

 
4.851% - 7.26%

(4)
Various through 2026
Total secured credit facilities and term loans
$
2,089,699

 
$
2,658,062

 
 

 
 
Unsecured notes:
 
 
 
 
 
 
 
8.625% senior notes
$

 
$
96,801

 
8.625
%
 
5.95% senior notes

 
448,453

 
5.95
%
 
5.70% senior notes

 
200,601

 
5.70
%
 
6.05% senior notes
105,765

 
105,765

 
6.05
%
 
April 2015
5.875% senior notes
261,403

 
261,403

 
5.875
%
 
March 2016
3.875% senior notes
265,000

 

 
3.875
%
 
July 2016
3.0% senior convertible notes(5)
200,000

 
200,000

 
3.0
%
 
November 2016
1.50% senior convertible notes(6)
200,000

 

 
1.50
%
 
November 2016
5.85% senior notes
99,722

 
99,722

 
5.85
%
 
March 2017
9.0% senior notes
275,000

 
275,000

 
9.0
%
 
June 2017
7.125% senior notes
300,000

 
300,000

 
7.125
%
 
February 2018
4.875% senior notes
300,000

 

 
4.875
%
 
July 2018
Total unsecured notes
$
2,006,890

 
$
1,987,745

 
 

 
 
Other debt obligations:

 
 
 
 
 
 
Other debt obligations
$
100,000

 
$
100,000

 
LIBOR + 1.50%

 
October 2035
Total debt obligations
$
4,196,589

 
$
4,745,807

 
 

 
 
Debt discounts, net
(38,464
)
 
(54,313
)
 
 

 
 
Total debt obligations, net
$
4,158,125

 
$
4,691,494

 
 

 
 

Explanatory Notes:
_______________________________________________________________________________

(1)
These loans each have a LIBOR floor of 1.25%. As of December 31, 2013, inclusive of the floor, the 2012 Tranche A-2 Facility loan incurred interest at a rate of 7.00%.
(2)
This loan has a LIBOR floor of 1.25%.
(3)
This loan has a LIBOR floor of 1.00%. As of December 31, 2013, inclusive of the floor, the February 2013 Secured Credit Facility incurred interest at a rate of 4.50%.
(4)
Includes a loan with a floating rate of LIBOR plus 2.00% and a loan with a floating rate of LIBOR plus 2.75%.
(5)
The Company's 3.0% senior convertible fixed rate notes due November 2016 ("3.0% Convertible Notes") are convertible at the option of the holders, into 85.0 shares per $1,000 principal amount of 3.0% Convertible Notes, at any time prior to the close of business on November 14, 2016.
(6)
The Company's 1.50% senior convertible fixed rate notes due November 2016 ("1.50% Convertible Notes") are convertible at the option of the holders, into 57.8 shares per $1,000 principal amount of 1.50% Convertible Notes, at any time prior to the close of business on November 14, 2016.


72

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Future Scheduled Maturities—As of December 31, 2013, future scheduled maturities of outstanding long-term debt obligations are as follows ($ in thousands):
 
Unsecured Debt
 
Secured Debt
 
Total
2014
$

 
$
21,657

 
$
21,657

2015
105,765

 

 
105,765

2016
926,403

 

 
926,403

2017
374,722

 
1,810,882

 
2,185,604

2018
600,000

 
17,052

 
617,052

Thereafter
100,000

 
240,108

 
340,108

Total principal maturities
$
2,106,890

 
$
2,089,699

 
$
4,196,589

Unamortized debt discounts, net
(11,081
)
 
(27,383
)
 
(38,464
)
Total long-term debt obligations, net
$
2,095,809

 
$
2,062,316

 
$
4,158,125


February 2013 Secured Credit Facility—On February 11, 2013, the Company entered into a $1.71 billion senior secured credit facility due October 15, 2017 (the “February 2013 Secured Credit Facility”) that amended and restated its $1.82 billion senior secured credit facility, dated October 15, 2012 (the “October 2012 Secured Credit Facility”). The February 2013 Credit Facility amended the October 2012 Secured Credit Facility by: (i) reducing the interest rate from LIBOR plus 4.50%, with a 1.25% LIBOR floor, to LIBOR plus 3.50%, with a 1.00% LIBOR floor; and (ii) extending the call protection period for the lenders from October 15, 2013 to December 31, 2013.
Borrowings under the February 2013 Secured Credit Facility are collateralized by a first lien on a fixed pool of assets, with required minimum collateral coverage of not less than 125% of outstanding borrowings. If collateral coverage is less than 137.5% of outstanding borrowings, 100% of the proceeds from principal repayments and sales of collateral will be applied to repay outstanding borrowings under the February 2013 Secured Credit Facility. For so long as collateral coverage is between 137.5% and 150% of outstanding borrowings, 50% of proceeds from principal repayments and sales of collateral will be applied to repay outstanding borrowings under the February 2013 Secured Credit Facility and for so long as collateral coverage is greater than 150% of outstanding borrowings, the Company may retain all proceeds from principal repayments and sales of collateral. The Company retains proceeds from interest, rent, lease payments and fee income in all cases.
In connection with the February 2013 Secured Credit Facility transaction, the Company incurred $17.1 million of lender fees, of which $14.4 million was capitalized in "Debt Obligations, net" on the Company's Consolidated Balance Sheets and $2.7 million was recorded as a loss in "Gain (loss) on early extinguishment of debt, net" on the Company's Consolidated Statements of Operations as it related to the lenders who did not participate in the new facility. The Company also incurred $3.8 million in third party fees, of which $3.6 million was recognized in “Other expense” on the Company's Consolidated Statements of Operations, as it related primarily to those lenders from the original facility that modified their debt under the new facility, and $0.2 million was recorded in “Deferred expenses and other assets, net” on the Company's Consolidated Balance Sheets, as it related to the new lenders.
The February 2013 Secured Credit Facility contains certain covenants relating to the collateral, among other matters, but does not contain corporate level financial covenants. For so long as the Company maintains its qualification as a REIT, it is permitted to distribute 100% of its REIT taxable income on an annual basis. In addition, the Company may distribute to its stockholders real estate assets, or interests therein, having an aggregate equity value not to exceed $200 million, that are not collateral securing the borrowings under the February 2013 Secured Credit Facility. Except for the distribution of real estate assets described in the preceding sentence, the Company may not pay common dividends if it ceases to qualify as a REIT.
Through December 31, 2013, the Company has made cumulative amortization repayments of $327.6 million on the February 2013 Secured Credit Facility bringing the outstanding balance to $1.38 billion. Repayments of the February 2013 Secured Credit Facility prior to the scheduled maturity date have resulted in losses on early extinguishment of debt of $7.0 million for the year ended December 31, 2013 related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

73

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

October 2012 Secured Credit Facility—On October 15, 2012, the Company entered into the October 2012 Secured Credit Facility. Proceeds from the October 2012 Secured Credit Facility were used to refinance the remaining outstanding balances of the Company’s then existing 2011 Secured Credit Facilities.

During the year ended December 31, 2012, in connection with the October 2012 Secured Credit Facility transaction, the Company incurred $14.8 million in third party fees, of which $8.1 million was recognized in “Other expense” on the Company's Consolidated Statements of Operations as it related to the portion of lenders from the original facility that modified their debt under the new facility. The remaining $6.6 million of fees were recorded in “Deferred expenses and other assets, net” on the Company's Consolidated Balance Sheets, as they related to the portion of lenders that were new to the facility.
The October 2012 Secured Credit Facility was refinanced by the February 2013 Secured Credit Facility. Prior to refinancing, the Company made cumulative amortization repayments of $113.0 million on the October 2012 Secured Credit Facility, which resulted in losses on early extinguishment of debt of $0.8 million and $1.2 million during the year ended December 31, 2013 and 2012, respectively, related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.
At the time of the refinancing, the Company had $30.5 million of unamortized discounts and financing fees related to the October 2012 Secured Credit Facility. During the year ended December 31, 2013, in connection with the refinancing, the Company recorded a loss on early extinguishment of debt of $4.9 million, related primarily to the portion of lenders in the original facility that did not participate in the new facility. The remaining $25.6 million of unamortized fees and discounts will continue to be amortized into interest expense over the remaining term of the February 2013 Secured Credit Facility.
March 2012 Secured Credit Facilities—In March 2012, the Company entered into an $880.0 million senior secured credit agreement providing for two tranches of term loans: a $410.0 million 2012 A-1 tranche due March 2016, which bears interest at a rate of LIBOR + 4.00% (the "2012 Tranche A-1 Facility"), and a $470.0 million 2012 A-2 tranche due March 2017, which bears interest at a rate of LIBOR + 5.75% (the "2012 Tranche A-2 Facility," together the "March 2012 Secured Credit Facilities"). The 2012 A-1 and A-2 tranches were issued at 98.0% of par and 98.5% of par, respectively, and both tranches include a LIBOR floor of 1.25%. Proceeds from the March 2012 Secured Credit Facilities, together with cash on hand, were used to repurchase and repay at maturity $606.7 million aggregate principal amount of the Company's convertible notes due October 2012, to fully repay the $244.0 million balance on the Company's unsecured credit facility due June 2012, and to repay, upon maturity, $90.3 million outstanding principal balance of its 5.50% senior unsecured notes.

The March 2012 Secured Credit Facilities are collateralized by a first lien on a fixed pool of assets. Proceeds from principal repayments and sales of collateral are applied to amortize the March 2012 Secured Credit Facilities. Proceeds received for interest, rent, lease payments and fee income are retained by the Company. The 2012 Tranche A-1 Facility required amortization payments of $41.0 million to be made every six months beginning December 31, 2012. After the 2012 Tranche A-1 Facility is repaid, proceeds from principal repayments and sales of collateral will be used to amortize the 2012 Tranche A-2 Facility. The Company may make optional prepayments on each tranche of term loans, subject to prepayment fees.

During the year ended December 31, 2013, the Company repaid the remaining outstanding balance of the 2012 Tranche A-1 Facility. Repayments of the 2012 Tranche A-1 Facility prior to scheduled amortization dates have resulted in losses on early extinguishment of debt of $4.4 million and $8.1 million during the years ended December 31, 2013 and 2012, respectively, related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

Additionally, during the year ended December 31, 2013, the Company made cumulative amortization repayments of $38.5 million on the 2012 Tranche A-2 Facility prior to maturity have resulted in losses on early extinguishment of debt of $1.0 million related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid during the year.

2011 Secured Credit Facilities—In March 2011, the Company entered into a $2.95 billion senior secured credit agreement providing for two tranches of term loans: a $1.50 billion 2011 A-1 tranche due June 2013, bearing interest at a rate of LIBOR + 3.75% (the "2011 Tranche A-1 Facility"), and a $1.45 billion 2011 A-2 tranche due June 2014, bearing interest at a rate of LIBOR + 5.75% (the "2011 Tranche A-2 Facility," together the "2011 Secured Credit Facilities"). The 2011 A-1 and A-2 tranches were issued at 99.0% of par and 98.5% of par, respectively, and both tranches include a LIBOR floor of 1.25%.


74

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The 2011 Secured Credit Facilities were refinanced by the October 2012 Secured Credit Facility. Prior to refinancing, the Company made cumulative amortization repayments of $1.07 billion on the 2011 Secured Credit Facilities, which resulted in losses on early extinguishment of debt of $4.5 million and $12.0 million for the years ended December 31, 2012 and 2011, respectively, related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

At the time of the refinancing, the Company had $21.2 million of unamortized discounts and financing fees related to the 2011 Secured Credit Facilities. In connection with the refinancing, the Company recorded a loss on early extinguishment of debt of $12.1 million, related primarily to the portion of lenders in the original facility that did not participate in the new facility. The remaining $9.0 million of unamortized fees and discounts will continue to be amortized to interest expense over the remaining term of the October 2012 Secured Credit Facility.

Secured Term Loans—In October 2012, a consolidated subsidiary of the Company entered into a $28.0 million secured term loan maturing in November 2019, bearing interest at a rate of LIBOR + 2.00%. Simultaneously with the financing, the subsidiary entered into an interest rate swap to exchange its variable rate on the loan for a fixed interest rate (see Note 10).

In September 2012, the Company refinanced two secured term loans with an aggregate outstanding principal balance of $53.3 million, bearing interest at rates of 5.3% and 8.2% and maturing in January 2013 with a new $54.5 million secured term loan. The new loan bears interest at 4.851%, matures in October 2022 and is collateralized by the same net lease asset as the original term loan. In connection with the refinancing, the Company incurred $0.5 million of losses related to a prepayment penalty, which was recorded in "Gain (loss) on early extinguishment of debt, net" on the Company's Consolidated Statements of Operations for the year ended December 31, 2012.

In addition, during the year ended December 31, 2012, in conjunction with the sale of a portfolio of 12 net lease assets, the Company repaid the $50.8 million outstanding balances of its LIBOR + 4.50% secured term loans due in 2014 and terminated the related interest rate swaps associated with the loans (see Note 10).

Unsecured Credit Facility—During the year ended December 31, 2012, the Company repaid the $243.7 million remaining principal balance of its LIBOR + 0.85% unsecured credit facility due June 2012. In connection with the repayments, the Company recorded a loss on early extinguishment of debt of $0.2 million related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid.

Secured Notes—In January 2011, the Company redeemed the $312.3 million remaining principal balance of its 10% 2014 secured exchange notes and recorded a gain on early extinguishment of debt of $109.0 million primarily related to the recognition of deferred gain premiums that resulted from a previous debt exchange.

Unsecured Notes—In November 2013, the Company issued $200.0 million aggregate principal of 1.50% convertible senior unsecured notes due November 2016. Proceeds from the transaction, together with cash on hand, was used to fully repay the remaining $200.6 million of outstanding 5.70% senior unsecured notes due March 2014. In connection with the repayment of the 5.70% senior unsecured notes, the Company incurred $2.8 million of losses related to a prepayment penalty and the accelerated amortization of discounts, which was recorded in "Gain (loss) on early extinguishment of debt, net" on the Company's Consolidated Statements of Operations for the year ended December 31, 2013.

In May 2013, the Company issued $265.0 million aggregate principal of 3.875% senior unsecured notes due July 2016 and issued $300.0 million aggregate principal of 4.875% senior unsecured notes due July 2018. Net proceeds from these transactions, together with cash on hand, were used to fully repay the remaining $96.8 million of outstanding 8.625% senior unsecured notes due June 2013 and the remaining $448.5 million of outstanding 5.95% senior unsecured notes due in October 2013. In connection with the repayment of the 5.95% senior unsecured notes, the Company incurred $9.5 million of losses related to a prepayment penalty and the accelerated amortization of discounts, which was recorded in "Gain (loss) on early extinguishment of debt, net" on the Company's Consolidated Statements of Operations for the year ended December 31, 2013.

In November 2012, the Company issued $300.0 million aggregate principal of 7.125% senior unsecured notes due February 2018 and issued $200.0 million aggregate principal of 3.00% convertible senior unsecured notes due November 2016. Proceeds from these transactions were used to fully repay $67.1 million of the 6.5% senior unsecured notes due December 2013 and partially repay $404.9 million of the 8.625% senior unsecured notes due June 2013. In connection with these repurchases, the Company

75

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

paid a $14.9 million prepayment penalty which was reflected in "Gain (loss) on early extinguishment of debt, net" on the Company's Consolidated Statements of Operations for the year ended December 31, 2012.

In May 2012, the Company issued $275.0 million aggregate principal of 9.0% senior unsecured notes due June 2017 that were sold at 98.012% of their principal amount.

During the year ended December 31, 2012, the Company repaid, upon maturity, the $460.7 million outstanding principal balance of its LIBOR + 0.50% senior unsecured convertible notes, the $169.7 million outstanding principal balance of its 5.15% senior unsecured notes and the $90.3 million outstanding principal balance of its 5.50% senior unsecured notes. In addition, the Company repurchased $420.4 million par value of senior unsecured notes with various maturities ranging from March 2012 to October 2012. In connection with these repurchases, the Company recorded aggregate gains on early extinguishment of debt of $3.2 million, for the year ended December 31, 2012.

Encumbered/Unencumbered Assets—As of December 31, 2013, the carrying value of the Company's encumbered and unencumbered assets by asset type are as follows ($ in thousands):
 
As of December 31,
 
2013
 
2012
 
Encumbered Assets
 
Unencumbered Assets
 
Encumbered Assets
 
Unencumbered Assets
Real estate, net
$
1,644,463

 
$
1,151,718

 
$
1,640,005

 
$
1,099,094

Real estate available and held for sale
152,604

 
207,913

 
263,842

 
372,023

Loans receivable, net(1)
860,557

 
538,752

 
1,197,403

 
665,682

Other investments
24,093

 
183,116

 
43,545

 
355,298

Cash and other assets

 
907,995

 

 
556,207

Total
$
2,681,717

 
$
2,989,494

 
$
3,144,795

 
$
3,048,304


Explanatory Note:
_______________________________________________________________________________

(1)
As of December 31, 2013 and 2012, the amounts presented exclude general reserves for loan losses of $29.2 million and $33.1 million, respectively.

Debt Covenants

The Company's outstanding unsecured debt securities contain corporate level covenants that include a covenant to maintain a ratio of unencumbered assets to unsecured indebtedness of at least 1.2x and a restriction on debt incurrence based upon the effect of the debt incurrence on the Company's fixed charge coverage ratio. If any of the Company's covenants are breached and not cured within applicable cure periods, the breach could result in acceleration of its debt securities unless a waiver or modification is agreed upon with the requisite percentage of the bondholders. While the Company expects that its ability to incur new indebtedness under the fixed charge coverage ratio will be limited for the foreseeable future, which may put limitations on its ability to make new investments, it will continue to be permitted to incur indebtedness for the purpose of refinancing existing indebtedness and for other permitted purposes under the indentures.

The Company's March 2012 Secured Credit Facilities and February 2013 Secured Credit Facility are collectively defined as the "Secured Credit Facilities." The Company's Secured Credit Facilities contain certain covenants, including covenants relating to collateral coverage, dividend payments, restrictions on fundamental changes, transactions with affiliates, matters relating to the liens granted to the lenders and the delivery of information to the lenders. In particular, the Company is required to maintain collateral coverage of 1.25x outstanding borrowings. In addition, for so long as the Company maintains its qualification as a REIT, the Secured Credit Facilities permit the Company to distribute 100% of its REIT taxable income on an annual basis and the February 2013 Secured Credit Facility permits the Company to distribute to its shareholders real estate assets, or interests therein, having an aggregate equity value not to exceed $200 million, so long as such assets are not collateral for the February 2013 Secured Credit Facility. The Company may not pay common dividends if it ceases to qualify as a REIT (except that the February 2013 Secured Credit Facility permits the Company to distribute certain real estate assets as described in the preceding sentence).


76

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The Company's Secured Credit Facilities contain cross default provisions that would allow the lenders to declare an event of default and accelerate the Company's indebtedness to them if the Company fails to pay amounts due in respect of its other recourse indebtedness in excess of specified thresholds or if the lenders under such other indebtedness are otherwise permitted to accelerate such indebtedness for any reason. The indentures governing the Company's unsecured public debt securities permit the bondholders to declare an event of default and accelerate the Company's indebtedness to them if the Company's other recourse indebtedness in excess of specified thresholds is not paid at final maturity or if such indebtedness is accelerated.
Note 9—Commitments and Contingencies

Unfunded Commitments—The Company generally funds construction and development loans and build-outs of space in net lease assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. The Company refers to these arrangements as Performance-Based Commitments. In addition, the Company sometimes establishes a maximum amount of additional funding which it will make available to a borrower or tenant for an expansion or addition to a project if it approves of the expansion or addition in its sole discretion. The Company refers to these arrangements as Discretionary Fundings. Finally, the Company has committed to invest capital in several real estate funds and other ventures. These arrangements are referred to as Strategic Investments. As of December 31, 2013, the maximum amount of fundings the Company may be required to make under each category, assuming all performance hurdles and milestones are met under the Performance-Based Commitments, that it approves all Discretionary Fundings and that 100% of its capital committed to Strategic Investments is drawn down, are as follows ($ in thousands):
 
Loans and Other Lending Investments
 
Real Estate
 
Strategic
Investments
 
Total
Performance-Based Commitments
$
19,436

 
$
53,164

 
$

 
$
72,600

Discretionary Fundings

 

 

 

Strategic Investments

 

 
46,591

 
46,591

Total
$
19,436

 
$
53,164

 
$
46,591

 
$
119,191

Other Commitments—Total operating lease expense for the years ended December 31, 2013, 2012 and 2011 were $6.1 million, $6.5 million and $7.2 million, respectively. Future minimum lease obligations under non-cancelable operating leases are as follows ($ in thousands):
2014
$
5,797

2015
$
5,287

2016
$
5,408

2017
$
5,023

2018
$
4,179

Thereafter
$
11,709

The Company also has issued letters of credit totaling $3.7 million in connection with its investments.
Legal Proceedings—The Company and/or one or more of its subsidiaries is party to various pending litigation matters that are considered ordinary routine litigation incidental to the Company's business as a finance and investment company focused on the commercial real estate industry, including loan foreclosure and foreclosure-related proceedings.

On June 4, 2012, the Company reached an agreement in principle with the plaintiffs' Court-appointed representatives in the previously reported Citiline class action to settle the litigation. Settlement payments will be primarily funded by the Company's insurance carriers, with the Company contributing $2.0 million to the settlement, which was included in "Other expense" on the Consolidated Statement of Operations for the year ended December 31, 2012. On April 5, 2013, the Court approved the settlement, entered a Final Judgment and Order of Dismissal With Prejudice and the Citiline Action was concluded.

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

77

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Note 10—Risk Management and Derivatives
Risk management
In the normal course of its on-going business operations, the Company encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different points in time and potentially at different bases, than its interest-earning assets. Credit risk is the risk of default on the Company's lending investments or leases that result from a borrower's or tenant's inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of loans and other lending investments due to changes in interest rates or other market factors, including the rate of prepayments of principal and the value of the collateral underlying loans, the valuation of real estate assets by the Company as well as changes in foreign currency exchange rates.
Risk concentrations—Concentrations of credit risks arise when a number of borrowers or tenants related to the Company's investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions.
Substantially all of the Company's real estate as well as assets collateralizing its loans receivable are located in the United States. As of December 31, 2013, the only state with a concentration greater than 10.0% was California with 15.1%. As of December 31, 2013, the Company's portfolio contains concentrations in the following asset types: land 21.6%, office 15.2%, industrial/R&D 13.5% and entertainment/leisure 10.7%.
The Company underwrites the credit of prospective borrowers and tenants and often requires them to provide some form of credit support such as corporate guarantees, letters of credit and/or cash security deposits. Although the Company's loans and real estate assets are geographically diverse and the borrowers and tenants operate in a variety of industries, to the extent the Company has a significant concentration of interest or operating lease revenues from any single borrower or tenant, the inability of that borrower or tenant to make its payment could have an adverse effect on the Company. As of December 31, 2013, the Company's five largest borrowers or tenants collectively accounted for approximately $99.8 million of the Company's aggregate annualized interest and operating lease revenue, of which no single customer accounts for more than 8%.
Derivatives
The Company's use of derivative financial instruments is primarily limited to the utilization of interest rate swaps, interest rate caps and foreign exchange contracts. The principal objective of such financial instruments is to minimize the risks and/or costs associated with the Company's operating and financial structure and to manage its exposure to interest rates and foreign exchange rates. Derivatives not designated as hedges are not speculative and are used to manage the Company's exposure to interest rate movements, foreign exchange rate movements, and other identified risks, but may not meet the strict hedge accounting requirements.
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2013 and 2012 ($ in thousands):
 
Derivative Assets as of December 31,
 
Derivative Liabilities as of December 31,
 
2013
 
2012
 
2013
 
2012
Derivative
Balance Sheet
Location
 
Fair
Value
 
Balance Sheet
Location
 
Fair
Value
 
Balance Sheet
Location
 
Fair
Value
 
Balance Sheet
Location
 
Fair
Value
Foreign exchange contracts
Other Assets
 
$
1,418

 
N/A
 
$

 
Other Liabilities
 
$
1,653

 
Other Liabilities
 
$
2,855

Interest rate swap
Other Assets
 
650

 
N/A
 

 
N/A
 

 
Other Liabilities
 
580

Interest rate cap
Other Assets
 
9,107

 
N/A
 

 
N/A
 

 
N/A
 

Total
 
 
$
11,175

 
 
 
$

 
 
 
$
1,653

 
 
 
$
3,435


78

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The tables below present the effect of the Company's derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2013 and 2012 ($ in thousands):
Derivatives Designated in Hedging Relationships
 
Location of Gain (Loss)
Recognized in Income
 
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Effective Portion)
 
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings (Effective Portion)
 
Amount of Gain (Loss) Recognized in Earnings (Ineffective Portion)
For the Year Ended December 31, 2013
 
 
 
 

 
 

 
 
Interest rate cap
 
Interest Expense
 
$
(1,517
)
 
$

 
N/A
Interest rate swap
 
Interest Expense
 
$
869

 
$
310

 
N/A
Foreign exchange contracts
 
Other Expense
 
$
393

 
$

 
N/A
For the Year Ended December 31, 2012
 
 
 
  

 
  

 
 
Interest rate swap
 
Interest Expense
 
$
(968
)
 
$
(44
)
 
N/A
For the Year Ended December 31, 2011
 
 
 
  

 
  

 
 
Interest rate swap
 
Interest Expense
 
$
(1,553
)
 
$
(180
)
 
N/A
Foreign exchange contracts—The Company is exposed to fluctuations in foreign exchange rates on investments it holds in foreign entities. The Company uses foreign exchange contracts to hedge its exposure to changes in foreign exchange rates on its foreign investments. Foreign exchange contracts involve fixing the USD to the respective foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date. The foreign exchange contracts are typically cash settled in US dollars for their fair value at or close to their settlement date.
For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of Accumulated Other Comprehensive Income into earnings when the hedged net investment is either sold or substantially liquidated. In June 2013, the Company entered into a foreign exchange contract to hedge its exposure in a subsidiary whose functional currency is INR.  As of December 31, 2013, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations that were designated ($ in thousands):
Derivative Type
 
Notional
Amount
 
Notional
(USD Equivalent)
 
Maturity
Sells INR/Buys USD Forward
 
456,000

 
$
7,379

 
January 2014
For derivatives not designated as net investment hedges, the changes in the fair value of the derivatives are reported in the Consolidated Statements of Operations within other expense. As of December 31, 2013, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations that were not designated ($ in thousands):
Derivative Type
 
Notional
Amount
 
Notional
(USD Equivalent)
 
Maturity
Sells EUR/Buys USD Forward
 
80,500

 
$
110,696

 
January 2014
Sells GBP/Buys USD Forward
 
£
3,800

 
$
6,295

 
January 2014
Sells CAD/Buys USD Forward
 
C$
41,500

 
$
39,036

 
January 2014
 
 
 
 
Amount of Gain or (Loss)
Recognized in Income
 
 
Location of Gain or
(Loss) Recognized in
Income
 
For the Years Ended December 31,
Derivatives not Designated in Hedging Relationships
 
2013
 
2012
 
2011
Foreign Exchange Contracts
 
Other Expense
 
$
880

 
$
(8,920
)
 
$
17,406


79

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The Company marks its foreign investments to market each quarter based on current exchange rates and records the gain or loss through “Other expense” on its Consolidated Statements of Operations for loan investments or “Accumulated other comprehensive income (loss),” on its Consolidated Balance Sheets for net investments in foreign subsidiaries. During the years ended December 31, 2013, 2012 and 2011, the Company recorded net losses related to foreign investments of $2.0 million, $0.7 million and $2.3 million, in its Consolidated Statements of Operations.  
Qualifying cash flow hedges—In August 2013, the Company entered into an interest rate cap agreement to reduce exposure to expected increases in future interest rates and the resulting payments associated with variable interest rate debt. In October 2012, the Company entered into an interest rate swap to convert its variable rate debt to fixed rate on a $28.0 million secured term loan maturing in 2019. The following table presents the Company's qualifying cash flow hedges outstanding as of year ended December 31, 2013 ($ in thousands).
Derivative Type
 
Notional
Amount
 
Variable Rate
 
Fixed Rate
 
Effective Date
 
Maturity
Interest Rate Cap
 
$
500,000

 
LIBOR
 
1.00%
 
July 2014
 
July 2017
Interest Rate Swap
 
$
27,958

 
LIBOR + 2.00%
 
3.47%
 
October 2012
 
November 2019
During the year ended December 31, 2012, the Company terminated its previously outstanding interest rate swaps in conjunction with the early repayment of its secured term loans (see also Note 8).

Over the next 12 months, the Company expects that $0.4 million will be reclassified to interest expense from cash flow hedges and $0.4 million will be reclassified to income related to terminated cash flow hedges from "Accumulated other comprehensive income (loss)" into earnings.

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

In connection with its foreign currency derivatives, as of December 31, 2013 and December 31, 2012, the Company has posted collateral of $7.2 million and $9.6 million, respectively, which is included in "Restricted cash" on the Company's Consolidated Balance Sheets.

Note 11—Equity
The Company's charter provides for the issuance of up to 200.0 million shares of Common Stock, par value $0.001 per share and 30.0 million shares of preferred stock. As of December 31, 2013, 144.3 million common shares were issued and 83.7 million common shares were outstanding.
Preferred Stock—The Company had the following series of Cumulative Redeemable Preferred Stock outstanding:
For the Year Ended December 31, 2013
 
 
 
 
 
 
Cumulative Preferential Cash
Dividends(1)(2)
Series
 
Shares Issued and
Outstanding
(in thousands)
 
Par Value
 
Liquidation Preference
 
Rate per Annum
 
Equivalent to
Fixed Annual
Rate (per share)
D
 
4,000

 
$
0.001

 
$25.00
 
8.000
%
 
$
2.00

E
 
5,600

 
$
0.001

 
$25.00
 
7.875
%
 
$
1.97

F
 
4,000

 
$
0.001

 
$25.00
 
7.8
%
 
$
1.95

G
 
3,200

 
$
0.001

 
$25.00
 
7.65
%
 
$
1.91

I
 
5,000

 
$
0.001

 
$25.00
 
7.50
%
 
$
1.88

J
 
4,000

 
$
0.001

 
$50.00
 
4.50
%
 
$
2.25

 
 
25,800

 
 

 
 
 
 

 
 


80

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

For the Year Ended December 31, 2012
 
 
 
 
 
 
Cumulative Preferential Cash
Dividends(1)(2)
Series
 
Shares Issued and
Outstanding
(in thousands)
 
Par Value
 
Liquidation Preference
 
Rate per Annum
 
Equivalent to
Fixed Annual
Rate (per share)
D
 
4,000

 
$
0.001

 
$25.00
 
8.000
%
 
$
2.00

E
 
5,600

 
$
0.001

 
$25.00
 
7.875
%
 
$
1.97

F
 
4,000

 
$
0.001

 
$25.00
 
7.8
%
 
$
1.95

G
 
3,200

 
$
0.001

 
$25.00
 
7.65
%
 
$
1.91

I
 
5,000

 
$
0.001

 
$25.00
 
7.50
%
 
$
1.88

 
 
21,800

 
 

 
 
 
 

 
 


Explanatory Notes:
_______________________________________________________________________________

(1)
Holders of shares of the Series D, E, F, G, I and J preferred stock are entitled to receive dividends, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends. Dividends are cumulative from the date of original issue and are payable quarterly in arrears on or before the 15th day of each March, June, September and December or, if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as of the close of business on the first day of the calendar month in which the applicable dividend payment date falls or on another date designated by the Board of Directors of the Company for the payment of dividends that is not more than 30 nor less than 10 days prior to the dividend payment date.
(2)
The Company declared and paid dividends of $8.0 million, $11.0 million, $7.8 million, $6.1 million and $9.4 million on its Series D, E, F, G and I preferred stock, respectively, during each of the years ended December 31, 2013 and 2012. The Company also declared and paid dividends of $6.7 million on its Series J preferred stock during the year ended December 31, 2013. All of the dividends qualified as return of capital for tax reporting purposes. There are no dividend arrearages on any of the preferred shares currently outstanding.

In March 2013, the Company completed a public offering of $200.0 million of its 4.5% Series J Cumulative Convertible Perpetual Preferred Stock, having a liquidation preference of $50.00 per share. Each share of the Series J Preferred Stock is convertible at the holder's option at any time, initially into 3.9087 shares of the Company's common stock (equal to an initial conversion price of approximately $12.79 per share), subject to specified adjustments. The Company may not redeem the Series J Preferred Stock prior to March 15, 2018. On or after March 15, 2018, the Company may, at its option, redeem the Series J Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to 100% of the liquidation preference of $50.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.
The Series D, E, F, G and I Cumulative Redeemable Preferred Stock are redeemable without premium at the option of the Company at their respective liquidation preferences.
High Performance Unit Program
In May 2002, the Company's shareholders approved the iStar Financial High Performance Unit ("HPU") Program. The program entitled employee participants ("HPU Holders") to receive distributions if the total rate of return on the Company's Common Stock (share price appreciation plus dividends) exceeded certain performance thresholds over a specified valuation period. The Company established seven HPU plans that had valuation periods ending between 2002 and 2008 and the Company has not established any new HPU plans since 2005. HPU Holders purchased interests in the High Performance Common Stock for an aggregate initial purchase price of $9.8 million. The remaining four plans that had valuation periods which ended in 2005, 2006, 2007 and 2008, did not meet their required performance thresholds, none of the plans were funded and the Company redeemed the participants' units.
The 2002, 2003 and 2004 plans all exceeded their performance thresholds and are entitled to receive distributions equivalent to the amount of dividends payable on 819,254 shares, 987,149 shares and 1,031,875 shares, respectively, of the Company's Common Stock as and when such dividends are paid on the Company's Common Stock. Each of these three plans has 5,000 shares of High Performance Common Stock associated with it, which is recorded as a separate class of stock within shareholders' equity on the Company's Consolidated Balance Sheets. High Performance Common Stock carries 0.25 votes per share. Net income allocable to common shareholders is reduced by the HPU holders' share of earnings.
Dividends—In order to maintain its election to qualify as a REIT, the Company must currently distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including

81

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

net capital gains) to avoid paying corporate federal income taxes. The Company has recorded net operating losses and may record net operating losses in the future, which may reduce its taxable income in future periods and lower or eliminate entirely the Company's obligation to pay dividends for such periods in order to maintain its REIT qualification. As of December 31, 2012, the Company had $634.2 million of net operating loss carryforwards at the corporate REIT level that can generally be used to offset both ordinary and capital taxable income in future years and will expire through 2032 if unused. The amount net of operating loss carryforwards as of December 31, 2013 will be subject to finalization of the 2013 tax returns. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and certain asset impairments), in certain circumstances, the Company may generate operating cash flow in excess of its dividends or, alternatively, may need to make dividend payments in excess of operating cash flows. The Company's 2013 and 2012 Secured Credit Facilities permit the Company to distribute 100% of its REIT taxable income on an annual basis, for so long as the Company maintains its qualification as a REIT. The 2013 and 2012 Secured Credit Facilities restrict the Company from paying any common dividends if it ceases to qualify as a REIT. The Company did not declare or pay any Common Stock dividends for the years ended December 31, 2013 and 2012.

Stock Repurchase Programs—On May 15, 2012, the Company's Board of Directors approved a stock repurchase program that authorized the repurchase of up to $20.0 million of its Common Stock from time to time in open market and privately negotiated purchases, including pursuant to one or more trading plans. In September 2013, the Company's Board of Directors approved an increase in the repurchase limit to $50.0 million from the $16.0 million that remained from the previously approved program.

During the year ended December 31, 2013, the Company repurchased 1.7 million shares of its outstanding Common Stock for approximately $21.0 million, at an average cost of $12.35 per share. During the year ended December 31, 2012, the Company repurchased 0.8 million shares of its outstanding Common Stock for approximately $4.6 million, at an average cost of $5.69 per share. As of December 31, 2013, the Company had remaining authorization to repurchase up to $29.0 million of Common Stock out of the $50.0 million authorized by its Board in 2013.

Accumulated Other Comprehensive Income (Loss)—"Accumulated other comprehensive income (loss)" reflected in the Company's shareholders' equity is comprised of the following ($ in thousands):
 
As of December 31,
 
2013
 
2012
Unrealized gains (losses) on available-for-sale securities
$
(294
)
 
$
867

Unrealized gains on cash flow hedges
662

 
607

Unrealized losses on cumulative translation adjustment
(4,644
)
 
(2,659
)
Accumulated other comprehensive income (loss)
$
(4,276
)
 
$
(1,185
)

Note 12—Stock-Based Compensation Plans and Employee Benefits
On May 27, 2009, the Company's shareholders approved the Company's 2009 Long-Term Incentive Plan (the "2009 LTIP") which is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. The 2009 LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. A maximum of 8,000,000 shares of Common Stock may be awarded under the 2009 LTIP, plus up to an additional 500,000 shares to the extent that a corresponding number of equity awards previously granted under the Company's 1996 Long-Term Incentive Plan expire or are canceled or forfeited. All awards under the 2009 LTIP are made at the discretion of the Board of Directors or a committee of the Board of Directors.
The Company's 2006 Long-Term Incentive Plan (the "2006 LTIP") is designed to provide equity-based incentive compensation for officers, key employees, directors, consultants and advisors of the Company. The 2006 LTIP provides for awards of stock options, shares of restricted stock, phantom shares, dividend equivalent rights and other share-based performance awards. A maximum of 4,550,000 shares of Common Stock may be subject to awards under the 2006 LTIP provided that the number of shares of Common Stock reserved for grants of options designated as incentive stock options is 1.0 million, subject to certain anti-dilution provisions in the 2006 LTIP. All awards under this Plan are at the discretion of the Board of Directors or a committee of the Board of Directors.
The Company's 2007 Incentive Compensation Plan ("Incentive Plan") was approved and adopted by the Board of Directors in 2007 in order to establish performance goals for selected officers and other key employees and to determine bonuses that will be awarded to those officers and other key employees based on the extent to which they achieve those performance goals. Equity-based awards may be made under the Incentive Plan, subject to the terms of the Company's equity incentive plans.

82

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

As of December 31, 2013, an aggregate of 4.0 million shares remain available for issuance pursuant to future awards under the Company's 2006 and 2009 Long-Term Incentive Plans.

Stock-based Compensation—The Company recorded stock-based compensation expense of $19.3 million, $15.3 million and $29.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, in "General and administrative" on the Company's Consolidated Statements of Operations. As of December 31, 2013, there was $4.3 million of total unrecognized compensation cost related to all unvested restricted stock units that are expected to be recognized over a weighted average remaining vesting/service period of 0.34 years. As of December 31, 2013, approximately $5.2 million of stock-based compensation was included in "Accounts payable, accrued expenses and other liabilities" on the Company's Consolidated Balance Sheets.

Restricted Stock Units
Changes in non-vested restricted stock units during the year ended December 31, 2013 were as follows ($ in thousands, except per share amounts):
 
 
Number
of Shares
 
Weighted Average
Grant Date
Fair Value
Per Share
 
Aggregate
Intrinsic
Value
Non-vested at December 31, 2012
 
5,276

 
$
5.24

 
$
43,000

Granted
 
795

 
$
11.88

 
 
Vested
 
(3,271
)
 
$
6.33

 
 
Forfeited
 
(21
)
 
$
4.94

 
 
Non-vested at December 31, 2013
 
2,779

 
$
5.85

 
$
39,659

The total fair value of restricted stock units vested during the years ended December 31, 2013, 2012 and 2011 was $31.6 million, $29.1 million and $15.5 million, respectively.
2013 Activity—During the year ended December 31, 2013, 3,271,272 restricted stock units vested, resulting in the issuance of 1,678,961 shares of Common Stock to employees, net of statutory minimum required tax withholdings. These vested restricted stock units were primarily comprised of (a) 1,719,304 Amended Units which vested in January 2013 (see below), (b) 185,720 service-based restricted stock units granted to employees in February 2011 that cliff vested in February 2013, (c) 164,685 of annual incentive restricted shares granted to employees and vested in February 2013 (see below), (d) 313,334 service-based restricted stock units granted to employees in March 2011 that cliff vested in March 2013, (e) 600,000 service-based restricted stock units granted to the Company's Chairman and Chief Executive Officer in October 2011 that vested in June 2013, and (f) 195,588 performance based restricted stock units granted to employees in February 2013 that vested in December 2013 (see below).

During the year ended December 31, 2013, the Company made stock-based compensation awards to certain employees in the form of annual incentive awards and long-term incentive awards:
Effective February 1, 2013, the Company granted 164,685 shares of our Common Stock in connection with annual incentive awards. The shares are fully-vested and were issued to certain employees, net of statutory minimum required tax withholdings. The employees are restricted from selling these shares for up to two years from the date of grant.
Effective February 1, 2013, the Company also granted service-based restricted stock units, or Units, representing the right to receive an equivalent number of shares of our Common Stock (after deducting shares for minimum required statutory withholdings) if and when the Units vest. The Units will cliff vest in one installment three years from the grant date, if the employee remains employed by the Company on the vesting date, subject to certain accelerated vesting rights. Dividends will accrue but will not be paid unless and until the Units vest and are settled. As of December 31, 2013, 196,902 units were outstanding.
Effective February 1, 2013, the Company also granted performance-based Units based on the Company's total shareholder return, or TSR, measured over the one-year and two-year performance periods ending on the vesting dates, respectively. Vesting will range from 0% to 200% of the target amount of the awards, depending on the Company's TSR performance relative to the NAREIT All REITs Index (one-half of the target amount of the award) and the Russell 2000 Index (one-half of the target amount of the award). The Company and any companies not included in the index at the beginning and end of the performance period are excluded from calculation of the performance of such index. To the extent Units vest based on the Company's TSR performance, holders will receive an equivalent number of shares of our Common Stock (after deducting shares for minimum required statutory withholdings), if the employee remains employed by the Company on the vesting date, subject to certain accelerated vesting rights.

83

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Dividends will accrue but will not be paid unless and until the Units vest and are settled. The fair values of the performance-based Units, were determined by utilizing a Monte Carlo model to simulate a range of possible future stock prices for the Company's Common Stock. The assumptions used to estimate the fair value of these performance-based awards were 0.26% for risk-free interest rate and 50.44% for expected stock price volatility. As of December 31, 2013, 195,547 units measured over the two-year performance period with a vesting date on December 31, 2014 were outstanding. The units measured over the one-year performance period vested, and met the 200% target amount of the original awards, and 195,588 shares were issued.
As of December 31, 2013, the Company had the following additional restricted stock awards outstanding:

600,000 service-based restricted stock units granted to the Company's Chairman and Chief Executive Officer that will vest on June 15, 2014. Upon vesting of these units, the holder will receive shares of the Company's Common Stock in the amount of the vested units, net of statutory minimum required tax withholdings. These awards carry dividend equivalent rights that entitle the holder to receive dividend payments prior to vesting, if and when dividends are paid on shares of the Company's Common Stock.
1,696,053 restricted stock units originally granted to executives and other officers of the Company on December 19, 2008 (the "Original Units") and subsequently modified in July 2011 (the "Amended Units"). The number of Amended Units is equal to 75% of the Original Units granted to an employee less, in the case of each executive level employee, the number of restricted stock units granted to the executive in March 2011. The remaining Amended Units will vest on January 1, 2014, so long as the employee remains employed by the Company on the vesting dates, subject to certain accelerated vesting rights in the event of termination of employment without cause. Upon vesting of these units, holders will receive shares of the Company's Common Stock in the amount of the vested units, net of statutory minimum required tax withholdings. These awards carry dividend equivalent rights that entitle the holders to receive dividend payments prior to vesting, if and when dividends are paid on shares of the Company's Common Stock. The fair values of the market-condition based restricted stock units, were determined by utilizing a Monte Carlo model to simulate a range of possible future stock prices for the Company's Common Stock. The assumptions used to estimate the fair value of these market-condition based awards were 0.092% for risk-free interest rate and 57.75% for expected stock price volatility. The modified December 19, 2008 market-condition based restricted stock units were measured on July 1, 2011, the date the Company's Board of Directors' approved the modification of the award.
90,666 service-based restricted stock units granted to employees with an original vesting term of three years. Upon vesting of these units, holders will receive shares of the Company's Common Stock in the amount of the vested units, net of statutory minimum required tax withholdings. These awards carry dividend equivalent rights that entitle the holders to receive dividend payments prior to vesting, if and when dividends are paid on shares of the Company's Common Stock.
Directors' Awards—Non-employee directors are awarded common stock equivalents ("CSEs") or restricted shares at the time of the annual shareholders' meeting in consideration for their services on the Company's Board of Directors. The CSEs and restricted shares generally vest at the time of the next annual shareholders meeting and pay dividends in an amount equal to the dividends paid on an equivalent number of shares of the Company's Common Stock from the date of grant, as and when dividends are paid on the Common Stock.

During the year ended December 31, 2013, the Company awarded to Directors 33,474 CSEs and restricted shares at a fair value per share of $12.30 at the time of grant. These CSEs and restricted shares have a one year vesting period and pay dividends in an amount equal to the dividends paid on the equivalent number of shares of the Company's Common Stock from the date of grant, as and when dividends are paid on Common Stock. In addition, during the year ended December 31, 2013, the Company issued 51,091 shares to a former director in settlement of previously vested CSE awards. As of December 31, 2013, there were 367,134 CSEs and restricted shares granted to members of the Company's Board of Directors that remained outstanding with an aggregate intrinsic value of $5.2 million.

401(k) Plan—The Company has a savings and retirement plan (the "401(k) Plan"), which is a voluntary, defined contribution plan. All employees are eligible to participate in the 401(k) Plan following completion of three months of continuous service with the Company. Each participant may contribute on a pretax basis up to the maximum percentage of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code not to exceed the limits of Code Sections 401(k), 404 and 415. At the discretion of the Board of Directors, the Company may make matching contributions on the participant's behalf of up to 50% of the first 10% of the participant's annual compensation. The Company made gross contributions of approximately $0.9 million, $0.9 million and $0.9 million for each of the years ended December 31, 2013, 2012 and 2011, respectively.

84

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Note 13—Earnings Per Share

EPS is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities. HPU holders are current and former Company employees who purchased high performance common stock units under the Company's High Performance Unit (HPU) Program (see Note 11). These HPU units are treated as a separate class of common stock.
The following table presents a reconciliation of income (loss) from continuing operations used in the basic and diluted earnings per share calculations ($ in thousands, except for per share data):

 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Income (loss) from continuing operations
 
$
(220,768
)
 
$
(314,678
)
 
$
(51,010
)
Net (income) loss attributable to noncontrolling interests
 
(718
)
 
1,500

 
3,629

Income from sales of residential property
 
86,658

 
63,472

 
5,721

Preferred dividends
 
(49,020
)
 
(42,320
)
 
(42,320
)
Income (loss) from continuing operations attributable to iStar Financial Inc. and allocable to common shareholders, HPU holders and Participating Security Holders
 
$
(183,848
)
 
$
(292,026
)
 
$
(83,980
)
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Earnings allocable to common shares:
 
 
 
 
 
Numerator for basic and diluted earnings per share:
 
 
 
 
 
Income (loss) from continuing operations attributable to iStar Financial Inc. and allocable to common shareholders
$
(177,907
)
 
$
(282,452
)
 
$
(81,375
)
Income (loss) from discontinued operations
623

 
(16,908
)
 
(5,343
)
Gain from discontinued operations
21,515

 
26,363

 
24,331

Net income (loss) attributable to iStar Financial Inc. and allocable to common shareholders
$
(155,769
)
 
$
(272,997
)
 
$
(62,387
)
Denominator for basic and diluted earnings per share:
 
 
 
 
 
Weighted average common shares outstanding for basic and diluted earnings per common share
84,990

 
83,742

 
88,688

Basic and diluted earnings per common share:
 
 
 
 
 
Income (loss) from continuing operations attributable to iStar Financial Inc. and allocable to common shareholders
$
(2.09
)
 
$
(3.37
)
 
$
(0.91
)
Income (loss) from discontinued operations
0.01

 
(0.20
)
 
(0.06
)
Gain from discontinued operations
0.25

 
0.31

 
0.27

Net income (loss) attributable to iStar Financial Inc. and allocable to common shareholders
$
(1.83
)
 
$
(3.26
)
 
$
(0.70
)


85

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Earnings allocable to High Performance Units:
 
 
 
 
 
Numerator for basic and diluted earnings per HPU share:
 
 
 
 
 
Income (loss) from continuing operations attributable to iStar Financial Inc. and allocable to HPU holders
$
(5,941
)
 
$
(9,574
)
 
$
(2,605
)
Income (loss) from discontinued operations
21

 
(573
)
 
(171
)
Gain from discontinued operations
718

 
894

 
779

Net income (loss) attributable to iStar Financial Inc. and allocable to HPU holders
$
(5,202
)
 
$
(9,253
)
 
$
(1,997
)
Denominator for basic and diluted earnings per HPU share:
 
 
 
 
 
Weighted average High Performance Units outstanding for basic and diluted earnings per share
15

 
15

 
15

Basic and diluted earnings per HPU share:
 
 
 
 
 
Income (loss) from continuing operations attributable to iStar Financial Inc. and allocable to HPU holders
$
(396.07
)
 
$
(638.27
)
 
$
(173.66
)
Income (loss) from discontinued operations
1.40

 
(38.20
)
 
(11.40
)
Gain from discontinued operations
47.87

 
59.60

 
51.93

Net income (loss) attributable to iStar Financial Inc. and allocable to HPU holders
$
(346.80
)
 
$
(616.87
)
 
$
(133.13
)

For the years ended December 31, 2013, 2012 and 2011 the following shares were anti-dilutive ($ in thousands):

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Joint venture shares
298

 
298

 
298

Stock options

 

 
44

3.00% convertible senior unsecured notes
16,992

 

 

Series J convertible perpetual preferred stock
15,635

 

 

1.50% convertible senior unsecured notes
11,567

 

 


Note 14—Fair Values
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs to be used in valuation techniques to measure fair value:
Level 1:    Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2:    Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3:    Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Certain of the Company's assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required to be marked-to-market and reported at fair value every reporting period are classified as being valued on a recurring basis. Assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are classified as being valued on a non-recurring basis.

86

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The following fair value hierarchy table summarizes the Company's assets and liabilities recorded at fair value on a recurring and non-recurring basis by the above categories ($ in thousands):
 
 
 
Fair Value Using
 
Total
 
Quoted market
prices in
active markets
(Level 1)
 
Significant other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
As of December 31, 2013
 
 
 
 
 
 
 
Recurring basis:
 
 
 
 
 
 
 
Derivative assets
$
11,175

 
$

 
$
11,175

 
$

  Derivative liabilities
$
1,653

 
$

 
$
1,653

 
$

Non-recurring basis:
 
 
 
 
 
 
 
Impaired loans(1)
$
115,423

 
$

 
$

 
$
115,423

Impaired real estate(2)
$
35,680

 
$

 
$
5,744

 
$
29,936

As of December 31, 2012
 
 
 
 
 
 
 
Recurring basis:
 
 
 
 
 
 
 
Derivative liabilities
$
3,435

 
$

 
$
3,435

 
$

Non-recurring basis:
 
 
 
 
 
 
 
Impaired loans
$
57,201

 
$

 
$

 
$
57,201

Impaired real estate
$
31,597

 
$

 
$
7,649

 
$
23,948

Explanatory Notes:
_______________________________________________________________________________

(1)
The Company recorded a recovery of loan losses on one loan with a fair value of $55.5 million based on the loan's remaining loan term of 2.6 years and interest rate of 4.7% using discounted cash flow analysis. In addition, the Company recorded a recovery of loan losses on one loan with a fair value of $53.6 million based upon a letter of intent executed by the borrower as well as recorded an impairment on one loan with a fair value of $6.3 million based upon a settlement agreement executed by the borrower.
(2)
The Company recorded the fair value of two impaired real estate assets with a total fair value of $29.9 million based on a discount rate of 13.0%, average annual rent growth of 4.0% and remaining inventory sell out period with a range of 3.5 to 4.6 years using discounted cash flows.

Fair values of financial instruments—The Company's estimated fair values of its loans receivable and other lending investments and debt obligations were $1.4 billion and $4.5 billion, respectively, as of December 31, 2013 and $1.9 billion and $4.9 billion, respectively, as of December 31, 2012. The Company determined that the significant inputs used to value its loans receivable and other lending investments and debt obligations fall within Level 3 of the fair value hierarchy. The carrying value of other financial instruments including cash and cash equivalents, restricted cash, accrued interest receivable and accounts payable, approximate the fair values of the instruments. Cash and cash equivalents and restricted cash values are considered Level 1 on the fair value hierarchy. The fair value of other financial instruments, including derivative assets and liabilities, are included in the fair value hierarchy table above.
Given the nature of certain assets and liabilities, clearly determinable market based valuation inputs are often not available, therefore, these assets and liabilities are valued using internal valuation techniques. Subjectivity exists with respect to these internal valuation techniques, therefore, the fair values disclosed may not ultimately be realized by the Company if the assets were sold or the liabilities were settled with third parties. The methods the Company used to estimate the fair values presented in the three tables above are described more fully below for each type of asset and liability.
Derivatives—The Company uses interest rate swaps, interest rate caps and foreign exchange contracts to manage its interest rate and foreign currency risk. The valuation of these instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own non-performance risk and the respective counterparty's non-performance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. In addition, upon adoption of ASU 2011-04, the Company made an

87

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

accounting policy election to measure derivative financial instruments subject to master netting agreements on a net basis. The Company has determined that the significant inputs used to value its derivatives fall within Level 2 of the fair value hierarchy.
Impaired loans—The Company's loans identified as being impaired are nearly all collateral dependent loans and are evaluated for impairment by comparing the estimated fair value of the underlying collateral, less costs to sell, to the carrying value of each loan. Due to the nature of the individual properties collateralizing the Company's loans, the Company generally uses a discounted cash flow methodology through internally developed valuation models to estimate the fair value of the collateral. This approach requires the Company to make judgments in respect to significant unobservable inputs, which may include discount rates, capitalization rates and the timing and amounts of estimated future cash flows. For income producing properties, cash flows generally include property revenues, operating costs and capital expenditures that are based on current observable market rates and estimates for market rate growth and occupancy levels. For other real estate, cash flows may include lot and unit sales that are based on current observable market rates and estimates for annual revenue growth, operating costs and costs of completion and the remaining inventory sell out periods. The Company will also consider market comparables if available. In more limited cases, the Company obtains external "as is" appraisals for loan collateral, generally when third party participations exist, and appraised values may be discounted when real estate markets rapidly deteriorate. The Company has determined that significant inputs used in its internal valuation models and appraisals fall within Level 3 of the fair value hierarchy.
Impaired real estate—If the Company determines a real estate asset available and held for sale is impaired, it records an impairment charge to adjust the asset to its estimated fair market value less costs to sell. Due to the nature of individual real estate properties, the Company generally uses a discounted cash flow methodology through internally developed valuation models to estimate the fair value of the assets. This approach requires the Company to make judgments with respect to significant unobservable inputs, which may include discount rates, capitalization rates and the timing and amounts of estimated future cash flows. For income producing properties, cash flows generally include property revenues, operating costs and capital expenditures that are based on current observable market rates and estimates for market rate growth and occupancy levels. For other real estate, cash flows may include lot and unit sales that are based on current observable market rates and estimates for annual market rate growth, operating costs and costs of completion and the remaining inventory sell out periods. The Company will also consider market comparables if available. In more limited cases, the Company obtains external "as is" appraisals for real estate assets and appraised values may be discounted when real estate markets rapidly deteriorate. The Company has determined that significant inputs used in its internal valuation models and appraisals fall within Level 3 of the fair value hierarchy. Additionally, in certain cases, if the Company is under contract to sell an asset, it will mark the asset to the contracted sales price less costs to sell. The Company considers this to be a Level 2 input under the fair value hierarchy.
Loans receivable and other lending investments—The Company estimates the fair value of its performing loans and other lending investments using a discounted cash flow methodology. This method discounts estimated future cash flows using rates management determines best reflect current market interest rates that would be offered for loans with similar characteristics and credit quality. The Company determined that the significant inputs used to value its loans and other lending investments fall within Level 3 of the fair value hierarchy. For certain lending investments, the Company uses market quotes, to the extent they are available, or broker quotes that fall within Level 2 of the fair value hierarchy.
Debt obligations, net—For debt obligations traded in secondary markets, the Company uses market quotes, to the extent they are available, to determine fair value. For debt obligations not traded in secondary markets, the Company determines fair value using a discounted cash flow methodology, whereby contractual cash flows are discounted at rates that management determines best reflect current market interest rates that would be charged for debt with similar characteristics and credit quality. The Company has determined that the inputs used to value its debt obligations under the discounted cash flow methodology fall within Level 3 of the fair value hierarchy.
Note 15—Segment Reporting

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

88

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

The Company evaluates performance based on the following financial measures for each segment. The Company's segment information is as follows ($ in thousands):
 
Real Estate Finance
 
Net Lease
 
Operating Properties
 
Land
 
Corporate/Other(1)
 
Company Total
For the Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
 
Operating lease income
$

 
$
147,313

 
$
86,352

 
$
902

 
$

 
$
234,567

Interest income
108,015

 

 

 

 

 
108,015

Other income
4,748

 
250

 
38,164

 
1,474

 
3,572

 
48,208

Total revenue
$
112,763

 
$
147,563

 
$
124,516

 
$
2,376

 
$
3,572

 
$
390,790

Earnings (loss) from equity method investments

 
2,699

 
5,546

 
(5,331
)
 
38,606

 
41,520

Income from sales of residential property

 

 
82,603

 
4,055

 

 
86,658

Net operating income from discontinued operations(2)

 
1,484

 
1,251

 

 

 
2,735

Gain from discontinued operations

 
3,395

 
18,838

 

 

 
22,233

Revenue and other earnings
$
112,763

 
$
155,141

 
$
232,754

 
$
1,100

 
$
42,178

 
$
543,936

Real estate expense

 
(22,565
)
 
(101,044
)
 
(33,832
)
 

 
(157,441
)
Other expense
(1,625
)
 

 

 

 
(6,425
)
 
(8,050
)
Allocated interest expense(2)
(74,377
)
 
(80,034
)
 
(49,114
)
 
(30,368
)
 
(32,332
)
 
(266,225
)
Allocated general and administrative(3)
(13,186
)
 
(14,330
)
 
(9,189
)
 
(12,365
)
 
(23,783
)
 
(72,853
)
Segment profit (loss)(4)
$
23,575

 
$
38,212

 
$
73,407

 
$
(75,465
)
 
$
(20,362
)
 
$
39,367

Other significant non-cash items:
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
$
5,489

 
$

 
$

 
$

 
$

 
$
5,489

Impairment of assets(2)
$

 
$
1,176

 
$
12,449

 
$
728

 
$

 
$
14,353

Loss on transfer of interest to unconsolidated subsidiary
$

 
$

 
$

 
$
7,373

 
$

 
$
7,373

Depreciation and amortization(2)
$

 
$
38,582

 
$
30,599

 
$
1,105

 
$
1,244

 
$
71,530

Capitalized expenditures
$

 
$
34,076

 
$
41,131

 
$
36,346

 
$

 
$
111,553

As of December 31, 2013
 
 
 
 
 
 
 
 
 
 

Real estate
 

 
 

 
 

 
 

 
 

 
 
Real estate, at cost
$

 
$
1,696,888

 
$
720,508

 
$
803,238

 
$

 
$
3,220,634

Less: accumulated depreciation

 
(338,640
)
 
(82,420
)
 
(3,393
)
 

 
(424,453
)
Real estate, net
$

 
$
1,358,248

 
$
638,088

 
$
799,845

 
$

 
$
2,796,181

Real estate available and held for sale

 

 
228,328

 
132,189

 

 
360,517

Total real estate
$

 
$
1,358,248

 
$
866,416

 
$
932,034

 
$

 
$
3,156,698

Loans receivable and other lending investments, net
1,370,109

 

 

 

 

 
1,370,109

Other investments

 
16,408

 
16,032

 
29,765

 
145,004

 
207,209

Total portfolio assets
$
1,370,109

 
$
1,374,656

 
$
882,448

 
$
961,799

 
$
145,004

 
$
4,734,016

Cash and other assets
 
 
 
 
 
 
 
 
 
 
907,995

Total assets


 


 


 


 


 
$
5,642,011

 
 
 
 
 
 
 
 
 
 
 
 

89

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate Finance
 
Net Lease
 
Operating Properties
 
Land
 
Corporate/Other(1)
 
Company Total
For the Year Ended December 31, 2012(5)
 
 
 
 
 
 
 
 
 
 
Operating lease income
$

 
$
149,058

 
$
65,706

 
$
1,527

 
$

 
$
216,291

Interest income
133,410

 

 

 

 

 
133,410

Other income
8,613

 

 
32,615

 
2,635

 
3,975

 
47,838

Total revenue
$
142,023

 
$
149,058

 
$
98,321

 
$
4,162

 
$
3,975

 
$
397,539

Earnings (loss) from equity method investments

 
2,632

 
25,142

 
(6,138
)
 
81,373

 
103,009

Income from sales of residential property

 

 
63,472

 

 

 
63,472

Net operating income from discontinued operations(2)

 
7,289

 
886

 

 

 
8,175

Gain from discontinued operations

 
27,257

 

 

 

 
27,257

Revenue and other earnings
$
142,023

 
$
186,236

 
$
187,821

 
$
(1,976
)
 
$
85,348

 
$
599,452

Real estate expense

 
(23,886
)
 
(100,258
)
 
(27,314
)
 

 
(151,458
)
Other expense
(4,775
)
 

 

 

 
(12,491
)
 
(17,266
)
Allocated interest expense(2)
(111,898
)
 
(92,579
)
 
(69,259
)
 
(44,125
)
 
(38,300
)
 
(356,161
)
Allocated general and administrative(3)
(14,263
)
 
(10,618
)
 
(7,572
)
 
(7,405
)
 
(25,705
)
 
(65,563
)
Segment profit (loss)(4)
$
11,087

 
$
59,153

 
$
10,732

 
$
(80,820
)
 
$
8,852

 
$
9,004

Other significant non-cash items:
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
$
81,740

 
$

 
$

 
$

 
$

 
$
81,740

Impairment of assets(2)
$

 
$
6,670

 
$
28,501

 
$
205

 
$
978

 
$
36,354

Depreciation and amortization(2)
$

 
$
39,250

 
$
28,450

 
$
1,276

 
$
1,810

 
$
70,786

Capitalized expenditures
$

 
$
10,994

 
$
51,579

 
$
20,497

 
$

 
$
83,070

As of December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
Real estate
 

 
 

 
 

 
 

 
 

 
 
Real estate, at cost
$

 
$
1,626,810

 
$
704,481

 
$
786,114

 
$

 
$
3,117,405

Less: accumulated depreciation

 
(310,605
)
 
(65,409
)
 
(2,292
)
 

 
(378,306
)
Real estate, net
$

 
$
1,316,205

 
$
639,072

 
$
783,822

 
$

 
$
2,739,099

Real estate available and held for sale

 

 
454,587

 
181,278

 


635,865

Total real estate
$

 
$
1,316,205

 
$
1,093,659

 
$
965,100

 
$

 
$
3,374,964

Loans receivable and other lending investments, net
1,829,985

 

 

 

 

 
1,829,985

Other investments

 
16,380

 
25,745

 
5,493

 
351,225

 
398,843

Total portfolio assets
$
1,829,985

 
$
1,332,585

 
$
1,119,404

 
$
970,593

 
$
351,225

 
$
5,603,792

Cash and other assets
 
 
 
 
 
 
 
 
 
 
556,207

Total assets


 


 


 


 


 
$
6,159,999

 
 
 
 
 
 
 
 
 
 
 
 

90

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

 
Real Estate Finance
 
Net Lease
 
Operating Properties
 
Land
 
Corporate/Other(1)
 
Company Total
For the Year Ended December 31, 2011(5)
 
 
 
 
 
 
 
 
 
 
Operating lease income
$

 
$
144,548

 
$
51,153

 
$
171

 
$

 
$
195,872

Interest income
226,871

 

 

 

 

 
226,871

Other income
3,176

 

 
32,538

 
1,637

 
2,371

 
39,722

Total revenue
$
230,047

 
$
144,548

 
$
83,691

 
$
1,808

 
$
2,371

 
$
462,465

Earnings (loss) from equity method investments

 
2,566

 
(626
)
 
(7,213
)
 
100,364

 
95,091

Income from sales of residential property

 

 
5,721

 

 

 
5,721

Net operating income from discontinued operations(2)

 
14,135

 
(937
)
 

 

 
13,198

Gain from discontinued operations

 
25,110

 

 

 

 
25,110

Revenue and other earnings
$
230,047

 
$
186,359

 
$
87,849

 
$
(5,405
)
 
$
102,735

 
$
601,585

Real estate expense

 
(25,054
)
 
(92,012
)
 
(21,648
)
 

 
(138,714
)
Other expense
(2,866
)
 

 

 

 
(8,204
)
 
(11,070
)
Allocated interest expense(2)
(156,163
)
 
(75,844
)
 
(52,774
)
 
(40,480
)
 
(20,653
)
 
(345,914
)
Allocated general and administrative(3)
(19,934
)
 
(9,681
)
 
(6,737
)
 
(6,959
)
 
(32,026
)
 
(75,337
)
Segment profit (loss)(4)
$
51,084

 
$
75,780

 
$
(63,674
)
 
$
(74,492
)
 
$
41,852

 
$
30,550

Other significant non-cash items:
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
$
46,412

 
$

 
$

 
$

 
$

 
$
46,412

Impairment of assets(2)
$

 
$
668

 
$
21,030

 
$
(184
)
 
$
872

 
$
22,386

Depreciation and amortization(2)
$

 
$
42,080

 
$
18,169

 
$
1,534

 
$
2,145

 
$
63,928

Capitalized expenditures
$

 
$
8,699

 
$
38,477

 
$
16,993

 
$

 
$
64,169


Explanatory Notes:
_______________________________________________________________________________

(1)
Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This caption also includes the Company's joint venture investments and strategic investments that are not related to the other reportable segments above, including the Company's equity investment in LNR of $205.8 million as of December 31, 2012 and the Company's share of equity in earnings from LNR of $16.5 million, $60.7 million and $53.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. See Note 6 for further details on the Company's investment in LNR and summarized financial information of LNR.
(2)
Includes related amounts reclassified to discontinued operations on the Company's Consolidated Statements of Operations.
(3)
General and administrative excludes stock-based compensation expense of $19.3 million, $15.3 million and $29.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.
(4)
The following is a reconciliation of segment profit (loss) to net income (loss) ($ in thousands):
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Segment profit (loss)
$
39,367

 
$
9,004

 
$
30,550

Less: Provision for loan losses
(5,489
)
 
(81,740
)
 
(46,412
)
Less: Impairment of assets(2)
(14,353
)
 
(36,354
)
 
(22,386
)
Less: Loss on transfer of interest to unconsolidated subsidiary
(7,373
)
 

 

Less: Stock-based compensation expense
(19,261
)
 
(15,293
)
 
(29,702
)
Less: Depreciation and amortization(2)
(71,530
)
 
(70,786
)
 
(63,928
)
Less: Income tax (expense) benefit(2)
596

 
(8,445
)
 
4,719

Add: Gain (loss) on early extinguishment of debt, net
(33,190
)
 
(37,816
)
 
101,466

Net income (loss)
$
(111,233
)
 
$
(241,430
)
 
$
(25,693
)
(5)
The prior periods' presentation have been conformed for the change in the methodology of allocating interest expense and general and administrative expenses to each segment based on gross carrying value of assets. The allocation was previously based on carrying value of assets net of accumulated depreciation and amortization and general loan loss reserves.


91

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)

Note 16—Quarterly Financial Information (Unaudited)
The following table sets forth the selected quarterly financial data for the Company ($ in thousands, except per share amounts).
 
 
For the Quarters Ended
 
 
December 31,
 
September 30,
 
June 30,
 
March 31,
2013:
 
 
 
 
 
 
 
 
Revenue(1)
 
$
101,073

 
$
95,696

 
$
99,919

 
$
94,102

Net income (loss)
 
$
(45,992
)
 
$
(18,590
)
 
$
(14,398
)
 
$
(32,253
)
Earnings per common share data:
 
 
 
 
 
 
 
 
Net income (loss) attributable to iStar Financial Inc. 
 
$
(47,043
)
 
$
(18,757
)
 
$
(14,087
)
 
$
(32,064
)
Basic and diluted earnings per share
 
$
(0.68
)
 
$
(0.36
)
 
$
(0.31
)
 
$
(0.49
)
Weighted average number of common shares—basic and diluted
 
84,617

 
85,392

 
85,125

 
84,824

Earnings per HPU share data:
 
 
 
 
 
 
 
 
Net income (loss) attributable to iStar Financial Inc. 
 
$
(1,939
)
 
$
(1,016
)
 
$
(866
)
 
$
(1,381
)
Basic and diluted earnings per share
 
$
(129.26
)
 
$
(67.73
)
 
$
(57.74
)
 
$
(92.07
)
Weighted average number of HPU shares—basic and diluted
 
15

 
15

 
15

 
15

 
 
For the Quarters Ended
 
 
December 31,
 
September 30,
 
June 30,
 
March 31,
2012(2):
 
 
 
 
 
 
 
 
Revenue(1)
 
$
96,421

 
$
93,462

 
$
106,886

 
$
100,770

Net income (loss)
 
$
(79,948
)
 
$
(64,306
)
 
$
(51,129
)
 
$
(46,048
)
Earnings per common share data:
 
 
 
 
 
 
 
 
Net income (loss) attributable to iStar Financial Inc. 
 
$
(79,810
)
 
$
(63,640
)
 
$
(50,407
)
 
$
(46,073
)
Basic and diluted earnings per share
 
$
(1.04
)
 
$
(0.86
)
 
$
(0.70
)
 
$
(0.66
)
Weighted average number of common shares—basic and diluted
 
83,674

 
83,629

 
84,113

 
83,556

Earnings per HPU share data:
 
 
 
 
 
 
 
 
Net income (loss) attributable to iStar Financial Inc. 
 
$
(2,966
)
 
$
(2,436
)
 
$
(1,991
)
 
$
(1,861
)
Basic and diluted earnings per share
 
$
(197.73
)
 
$
(162.40
)
 
$
(132.73
)
 
$
(124.07
)
Weighted average number of HPU shares—basic and diluted
 
15

 
15

 
15

 
15


Explanatory Notes:
_______________________________________________________________________________

(1)
All periods have been adjusted to reflect the impact of properties sold during 2013 and 2012 and properties classified as held for sale as of December 31, 2013, which are reflected in "Income (loss) from discontinued operations on the Consolidated Statements of Operations.
(2)
During the quarter ended December 31, 2012, the Company recorded a loss on early extinguishment of debt of $31.0 million primarily related to a prepayment penalty on the early repayment of 8.625% Senior Notes, as well as a loss due to the acceleration of unamortized fees and discounts related to the refinancing of the 2011 Secured Credit Facilities (see Note 8). The Company also recorded $27.9 million related to Income from sales of residential property. During the quarter ended March 31, 2012, the Madison Funds recorded a significant gain related to the sale of an investment for which the Company recorded its $13.7 million proportionate share.



92

Table of Contents
iStar Financial Inc.
Notes to Consolidated Financial Statements (Continued)


Note 17—Subsequent Events
In February 2014, the Company partnered with a sovereign wealth fund to form a venture in which the partners plan to contribute up to an aggregate $500 million of equity to acquire and develop up to $1.25 billion of net lease assets over time. The Company owns approximately 52% of the venture and will be responsible for sourcing new opportunities and managing the venture and its assets in exchange for a promote and management fee. The venture’s first investment was acquired by the Company for $93.6 million during 2013 and was subsequently sold to the venture.


93

Table of Contents



iStar Financial Inc.
Schedule II—Valuation and Qualifying Accounts and Reserves
($ in thousands)
Description
 
Balance at
Beginning
of Period
 
Charged to
Costs and
Expenses
 
Adjustments
to Valuation
Accounts
 
Deductions
 
Balance at
End
of Period
For the Year Ended December 31, 2011
 
 
 
 
 
 
 
 
 
 
Reserve for loan losses(1)(2)
 
$
814,625

 
$
46,412

 
$

 
$
(214,413
)
 
$
646,624

Allowance for doubtful accounts(2)
 
1,376

 
2,292

 

 

 
3,668

Allowance for deferred tax assets(2)
 
29,921

 
(19,968
)
 
40,936

 

 
50,889

 
 
$
845,922

 
$
28,736

 
$
40,936

 
$
(214,413
)
 
$
701,181

For the Year Ended December 31, 2012
 
 
 
 
 
 
 
 
 
 
Reserve for loan losses(1)(2)
 
$
646,624

 
$
81,740

 
$

 
$
(203,865
)
 
$
524,499

Allowance for doubtful accounts(2)
 
3,668

 
1,928

 

 

 
5,596

Allowance for deferred tax assets(2)
 
50,889

 
(9,833
)
 
(176
)
 

 
40,880

 
 
$
701,181

 
$
73,835

 
$
(176
)
 
$
(203,865
)
 
$
570,975

For the Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
 
Reserve for loan losses(1)(2)
 
$
524,499

 
$
5,489

 
$

 
$
(152,784
)
 
$
377,204

Allowance for doubtful accounts(2)
 
5,596

 
261

 

 

 
5,857

Allowance for deferred tax assets(2)
 
40,880

 
(4,473
)
 
19,855

 

 
56,262

 
 
$
570,975

 
$
1,277

 
$
19,855

 
$
(152,784
)
 
$
439,323


Explanatory Notes:
_______________________________________________________________________________

(1)
See Note 5 to the Company's Consolidated Financial Statements.
(2)
See Note 3 to the Company's Consolidated Financial Statements.

94

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation
As of December 31, 2013
($ in thousands)


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
OFFICE FACILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
OAZ006
$

 
(1)
 
$
10,780

 
$
36,336

 
$
(958
)
 
$
10,780

 
$
35,378

 
$
46,158

 
$
4,159

 
2011
 
40.0
Arizona
OAZ002

 
(1)
 
1,033

 
6,652

 
951

 
1,033

 
7,603

 
8,636

 
2,518

 
1999
 
40.0
Arizona
OAZ003

 
(1)
 
1,033

 
6,652

 
205

 
1,033

 
6,857

 
7,890

 
2,417

 
1999
 
40.0
Arizona
OAZ004

 
(1)
 
1,033

 
6,652

 
197

 
1,033

 
6,849

 
7,882

 
2,385

 
1999
 
40.0
Arizona
OAZ005

 
(1)
 
701

 
4,339

 

 
701

 
4,339

 
5,040

 
1,537

 
1999
 
40.0
California
OCA002

 

 
4,139

 
5,064

 
1,596

 
4,139

 
6,660

 
10,799

 
1,946

 
2002
 
40.0
Colorado
OCO001

 
(1)
 
1,757

 
16,930

 
5,506

 
1,757

 
22,436

 
24,193

 
7,838

 
1999
 
40.0
Colorado
OCO002
5,787

 
(1)
 

 
16,752

 
48

 

 
16,800

 
16,800

 
4,935

 
2002
 
40.0
Florida
OFL001

 
(1)
 
2,517

 
14,484

 
2,518

 
2,517

 
17,002

 
19,519

 
1,554

 
2010
 
40.0
Georgia
OGA001

 
(1)
 
905

 
6,744

 
90

 
905

 
6,834

 
7,739

 
2,776

 
1999
 
40.0
Georgia
OGA002

 
(1)
 
5,709

 
49,091

 
22,033

 
5,709

 
71,124

 
76,833

 
22,710

 
1999
 
40.0
Illinois
OIL001
21,657

 

 
6,153

 
14,993

 
14,370

 
6,153

 
29,363

 
35,516

 
98

 
1999
 
40.0
Maryland
OMD001
12,894

 
(1)
 
1,800

 
18,706

 
790

 
1,800

 
19,496

 
21,296

 
5,532

 
2002
 
40.0
Massachusetts
OMA001
13,421

 
(1)
 
1,600

 
21,947

 
276

 
1,600

 
22,223

 
23,823

 
6,548

 
2002
 
40.0
Michigan
OMI001

 
 
 
5,374

 
137,956

 
(2,541
)
 
5,374

 
135,415

 
140,789

 
21,108

 
2007
 
40.0
New Jersey
ONJ001
53,514

 
 
 
7,726

 
74,429

 
10

 
7,724

 
74,441

 
82,165

 
20,586

 
2002
 
40.0
New Jersey
ONJ002
12,141

 
(1)
 
1,008

 
13,763

 
(81
)
 
1,008

 
13,682

 
14,690

 
3,383

 
2004
 
40.0
New Jersey
ONJ003
18,350

 
(1)
 
2,456

 
28,955

 
505

 
2,456

 
29,460

 
31,916

 
7,224

 
2004
 
40.0
Pennsylvania
OPA001

 
(1)
 
690

 
26,098

 
(49
)
 
690

 
26,049

 
26,739

 
8,005

 
2001
 
40.0
Tennessee
OTN001

 

 
2,702

 
25,129

 
(17,064
)
 
2,702

 
8,065

 
10,767

 
7,878

 
1999
 
40.0
Texas
OTX001

 
(1)
 
1,364

 
10,628

 
5,644

 
2,373

 
15,263

 
17,636

 
5,034

 
1999
 
40.0
Texas
OTX002

 
(1)
 
1,233

 
15,160

 
158

 
1,233

 
15,318

 
16,551

 
5,095

 
1999
 
40.0
Texas
OTX003

 
(1)
 
2,932

 
31,235

 
12,403

 
2,932

 
43,638

 
46,570

 
14,363

 
1999
 
40.0
Texas
OTX004

 
(1)
 
1,230

 
5,660

 
482

 
1,230

 
6,142

 
7,372

 
2,143

 
1999
 
40.0
Virginia
OVA001

 

 
17,030

 
52,349

 

 
17,030

 
52,349

 
69,379

 
25

 
2013
 
40.0
Wisconsin
OWI001

 
 
 
1,875

 
13,914

 
(6,147
)
 
1,875

 
7,767

 
9,642

 
4,573

 
1999
 
40.0
Subtotal
 
$
137,764

 
 
 
$
84,780

 
$
660,618

 
$
40,942

 
$
85,787

 
$
700,553

 
$
786,340

 
$
166,370

 
 
 
 
INDUSTRIAL FACILITIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
 IAZ001

 
(1)
 
2,519

 
7,481

 
1,023

 
2,519

 
8,504

 
11,023

 
1,093

 
2009
 
40.0
Arizona
 IAZ002

 
(1)
 
3,279

 
5,221

 
1,267

 
3,279

 
6,488

 
9,767

 
839

 
2009
 
40.0
California
 ICA001
18,031

 
(1)
 
11,635

 
19,515

 
5,943

 
11,635

 
25,458

 
37,093

 
3,860

 
2007
 
40.0
California
 ICA005

 
(1)
 
654

 
4,591

 
2,044

 
654

 
6,635

 
7,289

 
2,338

 
1999
 
40.0
California
 ICA006

 
(1)
 
1,086

 
7,964

 
2,876

 
1,086

 
10,840

 
11,926

 
4,063

 
1999
 
40.0
California
 ICA007

 
(1)
 
4,880

 
12,367

 
3,550

 
4,880

 
15,917

 
20,797

 
5,170

 
1999
 
40.0

95

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
California
 ICA008

 
(1)
 
6,857

 
8,378

 
1,643

 
6,856

 
10,022

 
16,878

 
2,976

 
2002
 
40.0
California
 ICA009

 
(1)
 
4,095

 
8,323

 
1,411

 
4,095

 
9,734

 
13,829

 
3,256

 
1999
 
40.0
California
 ICA010

 
 
 
5,051

 
6,170

 
2,013

 
5,051

 
8,183

 
13,234

 
2,135

 
2002
 
40.0
California
 ICA012

 
(1)
 
3,044

 
3,716

 
3,002

 
3,044

 
6,718

 
9,762

 
1,928

 
2002
 
40.0
California
 ICA013

 
(1)
 
2,633

 
3,219

 
290

 
2,633

 
3,509

 
6,142

 
1,150

 
2002
 
40.0
California
 ICA014

 
 
 
4,600

 
5,627

 
2,497

 
4,600

 
8,124

 
12,724

 
2,212

 
2002
 
40.0
California
 ICA015

 
 
 
5,617

 
6,877

 
5,501

 
5,619

 
12,376

 
17,995

 
5,867

 
2002
 
40.0
California
 ICA016
27,958

 
 
 
15,708

 
27,987

 
8,665

 
15,708

 
36,652

 
52,360

 
14,970

 
2004
 
40.0
California
 ICA017

 
(1)
 
808

 
8,306

 
588

 
808

 
8,894

 
9,702

 
3,014

 
1999
 
40.0
Colorado
 ICO001

 
 
 
832

 
1,379

 

 
832

 
1,379

 
2,211

 
254

 
2006
 
40.0
Florida
 IFL001

 
 
 
322

 
323

 
64

 
322

 
387

 
709

 
71

 
2006
 
40.0
Florida
 IFL002
15,620

 
(1)
 
3,510

 
20,846

 
8,279

 
3,510

 
29,125

 
32,635

 
4,067

 
2007
 
40.0
Florida
 IFL004

 
(1)
 
3,048

 
8,676

 

 
3,048

 
8,676

 
11,724

 
3,073

 
1999
 
40.0
Florida
 IFL005

 
(1)
 
1,612

 
4,586

 
(1,408
)
 
1,241

 
3,549

 
4,790

 
677

 
1999
 
40.0
Florida
 IFL006

 
(1)
 
1,476

 
4,198

 
(4,497
)
 
450

 
727

 
1,177

 
435

 
1999
 
40.0
Georgia
 IGA001
13,596

 
(1)
 
2,791

 
24,637

 
349

 
2,791

 
24,986

 
27,777

 
3,863

 
2007
 
40.0
Hawaii
 IHI001

 

 
7,477

 
23,623

 
369

 
7,477

 
23,992

 
31,469

 
2,356

 
2010
 
40.0
Indiana
 IIN001

 
(1)
 
462

 
9,224

 

 
462

 
9,224

 
9,686

 
2,011

 
2007
 
40.0
Massachusetts
 IMA001
18,706

 
(1)
 
7,439

 
21,774

 
10,979

 
7,439

 
32,753

 
40,192

 
4,572

 
2007
 
40.0
Michigan
 IMI001

 
(1)
 
598

 
9,814

 
1

 
598

 
9,815

 
10,413

 
2,162

 
2007
 
40.0
Minnesota
 IMN001

 
(1)
 
403

 
1,147

 
(344
)
 
1,206

 

 
1,206

 

 
1999
 
40.0
Minnesota
 IMN002

 
(1)
 
6,705

 
17,690

 

 
6,225

 
18,170

 
24,395

 
4,047

 
2005
 
40.0
North Carolina
 INC001

 
(1)
 
680

 
5,947

 

 
680

 
5,947

 
6,627

 
1,390

 
2004
 
40.0
New Jersey
 INJ001
21,695

 
(1)
 
8,368

 
15,376

 
21,141

 
8,368

 
36,517

 
44,885

 
5,172

 
2007
 
40.0
New York
 INY001

 
(1)
 
1,796

 
5,108

 
4

 
1,796

 
5,112

 
6,908

 
1,811

 
1999
 
40.0
Texas
 ITX002

 

 
594

 
716

 

 
594

 
716

 
1,310

 
132

 
2006
 
40.0
Texas
 ITX003

 
 
 
3,617

 
3,432

 

 
3,617

 
3,432

 
7,049

 
633

 
2006
 
40.0
Texas
 ITX004
13,499

 
(1)
 
1,631

 
27,858

 
(416
)
 
1,631

 
27,442

 
29,073

 
4,186

 
2007
 
40.0
Texas
 ITX005

 
(1)
 
1,314

 
8,903

 
46

 
1,314

 
8,949

 
10,263

 
3,165

 
1999
 
40.0
Virginia
 IVA001
14,560

 
(1)
 
2,619

 
28,481

 
142

 
2,619

 
28,623

 
31,242

 
4,424

 
2007
 
40.0
Subtotal
 
$
143,665

 
 
 
$
129,760

 
$
379,480

 
$
77,022

 
$
128,687

 
$
457,575

 
$
586,262

 
$
103,372

 
 
 
 
LAND:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
LAZ002

 
(1)
 
13,170

 
5,144

 
64

 
13,170

 
5,208

 
18,378

 
343

 
2011
 
0.0
Arizona
LAZ001

 

 
96,700

 

 

 
96,700

 

 
96,700

 

 
2010
 
0.0
California
LCA002

 
 
 
28,464

 
2,836

 

 
28,464

 
2,836

 
31,300

 
1,841

 
2010
 
0.0

96

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
California
LCA008

 
 
 
30,500

 

 

 
30,500

 

 
30,500

 

 
2011
 
0.0
California
LCA003

 
 
 
87,300

 

 
(15,643
)
 
71,657

 

 
71,657

 

 
2009
 
0.0
California
LCA004

 
 
 
68,155

 

 
(21,405
)
 
46,750

 

 
46,750

 

 
2000
 
0.0
California
LCA005

 
 
 
84,100

 

 
2

 
84,102

 

 
84,102

 

 
2010
 
0.0
California
LCA006

 
 
 
59,100

 

 

 
59,100

 

 
59,100

 

 
2010
 
0.0
Florida
LFA001

 
 
 
7,600

 

 

 
7,600

 

 
7,600

 

 
2009
 
0.0
Florida
LFA002

 
 
 
8,100

 

 

 
8,100

 

 
8,100

 

 
2009
 
0.0
Florida
LFA006

 
 
 
9,300

 

 

 
9,300

 

 
9,300

 

 
2012
 
0.0
Florida
LFA003

 
 
 
26,600

 

 
4,413

 
26,600

 
4,413

 
31,013

 

 
2010
 
0.0
Florida
LFA004


 
 
 
10,440

 

 

 
10,440

 

 
10,440

 

 
2013
 
0.0
Florida
LFA005

 
 
 
9,300

 

 

 
9,300

 

 
9,300

 

 
2010
 
0.0
Georgia
LGA001

 
 
 
3,800

 

 

 
3,800

 

 
3,800

 

 
2013
 
0.0
Georgia
LGA002

 
(1)
 
1,400

 

 

 
1,400

 

 
1,400

 

 
2013
 
0.0
Illinois
LIL001

 
 
 
9,500

 

 

 
9,500

 

 
9,500

 

 
2011
 
0.0
Maryland
LMD001

 
 
 
102,938

 

 

 
102,938

 

 
102,938

 

 
2009
 
0.0
Maryland
LMD002

 
(1)
 
2,486

 

 

 
2,486

 

 
2,486

 
290

 
1999
 
70.0
New Jersey
LNJ001

 

 
43,300

 

 
35,065

 
78,365

 

 
78,365

 
51

 
2009
 
0.0
New York
LNY002

 
 
 
58,900

 

 
52

 
58,900

 
52

 
58,952

 

 
2011
 
0.0
New York
LNY003

 
 
 
3,277

 

 

 
3,277

 

 
3,277

 

 
2013
 
0.0
New York
LNY001

 

 
52,461

 

 

 
52,461

 

 
52,461

 

 
2009
 
0.0
Oregon
LOR001

 

 
3,674

 

 
168

 
3,674

 
168

 
3,842

 

 
2012
 
0.0
Oregon
LOR002

 
 
 
20,326

 

 
(4,639
)
 
15,687

 

 
15,687

 

 
2012
 
0.0
Texas
LTX001

 
(1)
 
3,375

 

 

 
3,375

 

 
3,375

 

 
2005
 
0.0
Texas
LTX002

 
(1)
 
3,621

 

 

 
3,621

 

 
3,621

 

 
2005
 
0.0
Virginia
LVA001

 
 
 
60,814

 

 
12,243

 
73,057

 

 
73,057

 
1,158

 
2009
 
0.0
Virginia
LVA001

 
 
 
11,324

 

 
(4,217
)
 
7,107

 

 
7,107

 

 
2009
 
0.0
Subtotal
 
$

 
 
 
$
920,025

 
$
7,980

 
$
6,103

 
$
921,431

 
$
12,677

 
$
934,108

 
$
3,683

 
 
 
 
ENTERTAINMENT:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alabama
EAL001

 
(1)
 
277

 
359

 
(3
)
 
277

 
356

 
633

 
88

 
2004
 
40.0
Alabama
EAL002

 
(1)
 
319

 
414

 

 
319

 
414

 
733

 
102

 
2004
 
40.0
Arizona
EAZ001

 
(1)
 
793

 
1,027

 

 
793

 
1,027

 
1,820

 
253

 
2004
 
40.0
Arizona
EAZ002

 
(1)
 
521

 
673

 
(4
)
 
521

 
669

 
1,190

 
166

 
2004
 
40.0
Arizona
EAZ003

 
(1)
 
305

 
394

 
(3
)
 
305

 
391

 
696

 
97

 
2004
 
40.0
Arizona
EAZ004

 
(1)
 
630

 
815

 

 
630

 
815

 
1,445

 
201

 
2004
 
40.0
Arizona
EAZ005

 
(1)
 
590

 
764

 

 
590

 
764

 
1,354

 
188

 
2004
 
40.0

97

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
Arizona
EAZ006

 
(1)
 
476

 
616

 
(4
)
 
476

 
612

 
1,088

 
152

 
2004
 
40.0
Arizona
EAZ007

 
(1)
 
654

 
845

 
(6
)
 
654

 
839

 
1,493

 
208

 
2004
 
40.0
Arizona
EAZ008

 
(1)
 
666

 
862

 
(6
)
 
666

 
856

 
1,522

 
212

 
2004
 
40.0
Arizona
EAZ009

 
(1)
 
460

 
596

 

 
460

 
596

 
1,056

 
147

 
2004
 
40.0
California
ECA001

 
(1)
 
1,097

 
1,421

 

 
1,097

 
1,421

 
2,518

 
349

 
2004
 
40.0
California
ECA002

 
(1)
 
434

 
560

 
1

 
434

 
561

 
995

 
138

 
2004
 
40.0
California
ECA003

 
(1)
 
332

 
429

 

 
332

 
429

 
761

 
106

 
2004
 
40.0
California
ECA004

 
(1)
 
1,642

 
2,124

 
(16
)
 
1,642

 
2,108

 
3,750

 
523

 
2004
 
40.0
California
ECA005

 
(1)
 
676

 
876

 

 
676

 
876

 
1,552

 
215

 
2004
 
40.0
California
ECA006

 
(1)
 
720

 
932

 

 
720

 
932

 
1,652

 
229

 
2004
 
40.0
California
ECA007

 
(1)
 
574

 
743

 
(5
)
 
574

 
738

 
1,312

 
183

 
2004
 
40.0
California
ECA008

 
(1)
 
392

 
508

 
(4
)
 
392

 
504

 
896

 
125

 
2004
 
40.0
California
ECA009

 
(1)
 
358

 
464

 
(3
)
 
358

 
461

 
819

 
114

 
2004
 
40.0
California
ECA010

 
(1)
 

 
18,000

 

 

 
18,000

 
18,000

 
4,336

 
2003
 
40.0
California
ECA011

 
(1)
 
852

 
1,101

 
(8
)
 
852

 
1,093

 
1,945

 
271

 
2004
 
40.0
California
ECA012

 
(1)
 
1,572

 
2,034

 

 
1,572

 
2,034

 
3,606

 
500

 
2004
 
40.0
California
ECA013

 
(1)
 

 
1,953

 
25,772

 

 
27,725

 
27,725

 
3,348

 
2008
 
40.0
California
ECA014

 
(1)
 
659

 
852

 
(6
)
 
659

 
846

 
1,505

 
210

 
2004
 
40.0
California
ECA015

 
(1)
 
562

 
729

 

 
562

 
729

 
1,291

 
179

 
2004
 
40.0
California
ECA016

 
(1)
 
896

 
1,159

 
(8
)
 
896

 
1,151

 
2,047

 
285

 
2004
 
40.0
Colorado
ECO001

 
(1)
 
466

 
602

 
(5
)
 
466

 
597

 
1,063

 
148

 
2004
 
40.0
Colorado
ECO002

 
(1)
 
640

 
827

 
1

 
640

 
828

 
1,468

 
204

 
2004
 
40.0
Colorado
ECO003

 
(1)
 
729

 
944

 

 
729

 
944

 
1,673

 
232

 
2004
 
40.0
Colorado
ECO004

 
(1)
 
536

 
694

 
(5
)
 
536

 
689

 
1,225

 
171

 
2004
 
40.0
Colorado
ECO005

 
(1)
 
412

 
533

 

 
412

 
533

 
945

 
131

 
2004
 
40.0
Colorado
ECO006

 
(1)
 
901

 
1,165

 
(9
)
 
901

 
1,156

 
2,057

 
287

 
2004
 
40.0
Connecticut
ECT001

 
(1)
 
1,097

 
1,420

 
(10
)
 
1,097

 
1,410

 
2,507

 
349

 
2004
 
40.0
Connecticut
ECT002

 
(1)
 
330

 
426

 

 
330

 
426

 
756

 
105

 
2004
 
40.0
Delaware
EDE001

 
(1)
 
1,076

 
1,390

 
4

 
1,076

 
1,394

 
2,470

 
343

 
2004
 
40.0
Florida
EFL001

 
(1)
 

 
41,809

 

 

 
41,809

 
41,809

 
13,655

 
2005
 
27.0
Florida
EFL002

 
(1)
 
412

 
531

 
(3
)
 
412

 
528

 
940

 
131

 
2004
 
40.0
Florida
EFL003

 
(1)
 
6,550

 

 
17,118

 
6,533

 
17,135

 
23,668

 
2,853

 
2006
 
40.0
Florida
EFL004

 
(1)
 
1,067

 
1,382

 

 
1,067

 
1,382

 
2,449

 
340

 
2004
 
40.0
Florida
EFL005

 
(1)
 
340

 
439

 
(3
)
 
340

 
436

 
776

 
108

 
2004
 
40.0
Florida
EFL006

 
(1)
 
401

 
520

 

 
401

 
520

 
921

 
128

 
2004
 
40.0

98

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
Florida
EFL007

 
(1)
 
507

 
655

 
(5
)
 
507

 
650

 
1,157

 
161

 
2004
 
40.0
Florida
EFL008

 
(1)
 
282

 
364

 
(3
)
 
282

 
361

 
643

 
90

 
2004
 
40.0
Florida
EFL009

 
(1)
 
352

 
455

 

 
352

 
455

 
807

 
112

 
2004
 
40.0
Florida
EFL011

 
(1)
 
437

 
567

 

 
437

 
567

 
1,004

 
139

 
2004
 
40.0
Florida
EFL012

 
(1)
 
532

 
689

 

 
532

 
689

 
1,221

 
169

 
2004
 
40.0
Florida
EFL014

 
(1)
 
486

 
629

 

 
486

 
629

 
1,115

 
155

 
2004
 
40.0
Florida
EFL015

 
(1)
 
433

 
561

 
(4
)
 
433

 
557

 
990

 
138

 
2004
 
40.0
Florida
EFL016

 
(1)
 
497

 
643

 
(5
)
 
497

 
638

 
1,135

 
158

 
2004
 
40.0
Florida
EFL018

 
(1)
 
643

 
833

 
(6
)
 
643

 
827

 
1,470

 
205

 
2004
 
40.0
Florida
EFL019

 
(1)
 
4,200

 
18,272

 

 
4,200

 
18,272

 
22,472

 
4,041

 
2005
 
40.0
Florida
EFL020

 
 
 
551

 
714

 
(6
)
 
551

 
708

 
1,259

 
175

 
2004
 
40.0
Florida
EFL021

 
(1)
 
364

 
470

 
(3
)
 
364

 
467

 
831

 
116

 
2004
 
40.0
Florida
EFL022

 
(1)
 
507

 
656

 

 
507

 
656

 
1,163

 
161

 
2004
 
40.0
Florida
EFL023

 
(1)
 

 
19,337

 

 

 
19,337

 
19,337

 
4,276

 
2005
 
40.0
Georgia
EGA001

 
(1)
 
510

 
660

 
(5
)
 
510

 
655

 
1,165

 
162

 
2004
 
40.0
Georgia
EGA002

 
(1)
 
286

 
371

 

 
286

 
371

 
657

 
91

 
2004
 
40.0
Georgia
EGA003

 
(1)
 
474

 
613

 

 
474

 
613

 
1,087

 
151

 
2004
 
40.0
Georgia
EGA004

 
(1)
 
581

 
752

 

 
581

 
752

 
1,333

 
185

 
2004
 
40.0
Georgia
EGA005

 
(1)
 
718

 
930

 
(7
)
 
718

 
923

 
1,641

 
229

 
2004
 
40.0
Georgia
EGA006

 
(1)
 
546

 
706

 

 
546

 
706

 
1,252

 
174

 
2004
 
40.0
Georgia
EGA007

 
(1)
 
502

 
651

 
(5
)
 
502

 
646

 
1,148

 
160

 
2004
 
40.0
Illinois
EIL001

 
(1)
 
335

 
434

 

 
335

 
434

 
769

 
107

 
2004
 
40.0
Illinois
EIL002

 
(1)
 
481

 
622

 

 
481

 
622

 
1,103

 
153

 
2004
 
40.0
Illinois
EIL003

 
(1)
 
8,803

 
57

 
30,479

 
8,803

 
30,536

 
39,339

 
4,819

 
2006
 
40.0
Illinois
EIL004

 
(1)
 
433

 
560

 
(5
)
 
433

 
555

 
988

 
138

 
2004
 
40.0
Illinois
EIL005

 
(1)
 
431

 
557

 
(4
)
 
431

 
553

 
984

 
137

 
2004
 
40.0
Indiana
EIN001

 
(1)
 
542

 
701

 
(5
)
 
542

 
696

 
1,238

 
172

 
2004
 
40.0
Kentucky
EKY001

 
(1)
 
417

 
539

 

 
417

 
539

 
956

 
133

 
2004
 
40.0
Kentucky
EKY002

 
(1)
 
365

 
473

 
(3
)
 
365

 
470

 
835

 
116

 
2004
 
40.0
Maryland
EMD001

 
(1)
 
428

 
554

 

 
428

 
554

 
982

 
136

 
2004
 
40.0
Maryland
EMD002

 
(1)
 
575

 
745

 

 
575

 
745

 
1,320

 
183

 
2004
 
40.0
Maryland
EMD003

 
(1)
 
362

 
468

 
(3
)
 
362

 
465

 
827

 
115

 
2004
 
40.0
Maryland
EMD004

 
(1)
 
884

 
1,145

 
(9
)
 
884

 
1,136

 
2,020

 
282

 
2004
 
40.0
Maryland
EMD005

 
(1)
 
371

 
481

 

 
371

 
481

 
852

 
118

 
2004
 
40.0
Maryland
EMD006

 
(1)
 
399

 
518

 
(4
)
 
399

 
514

 
913

 
127

 
2004
 
40.0

99

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
Maryland
EMD007

 
(1)
 
649

 
839

 
(6
)
 
649

 
833

 
1,482

 
206

 
2004
 
40.0
Maryland
EMD008

 
(1)
 
366

 
473

 
(3
)
 
366

 
470

 
836

 
116

 
2004
 
40.0
Maryland
EMD009

 
(1)
 
398

 
516

 
(4
)
 
398

 
512

 
910

 
127

 
2004
 
40.0
Maryland
EMD011

 
(1)
 
1,126

 
1,458

 

 
1,126

 
1,458

 
2,584

 
359

 
2004
 
40.0
Massachusetts
EMA001

 
(1)
 
523

 
678

 
(6
)
 
523

 
672

 
1,195

 
167

 
2004
 
40.0
Massachusetts
EMA002

 
(1)
 
548

 
711

 

 
548

 
711

 
1,259

 
175

 
2004
 
40.0
Massachusetts
EMA003

 
(1)
 
519

 
672

 
(5
)
 
519

 
667

 
1,186

 
165

 
2004
 
40.0
Massachusetts
EMA004

 
(1)
 
344

 
445

 

 
344

 
445

 
789

 
109

 
2004
 
40.0
Michigan
EMI002

 
(1)
 
516

 
667

 
(5
)
 
516

 
662

 
1,178

 
164

 
2004
 
40.0
Michigan
EMI003

 
(1)
 
554

 
718

 

 
554

 
718

 
1,272

 
177

 
2004
 
40.0
Michigan
EMI004

 
(1)
 
387

 
500

 
(4
)
 
387

 
496

 
883

 
123

 
2004
 
40.0
Michigan
EMI005

 
(1)
 
533

 
691

 
(6
)
 
533

 
685

 
1,218

 
170

 
2004
 
40.0
Michigan
EMI006

 
(1)
 
356

 
460

 

 
356

 
460

 
816

 
113

 
2004
 
40.0
Minnesota
EMN001

 
(1)
 
666

 
861

 
(6
)
 
666

 
855

 
1,521

 
212

 
2004
 
40.0
Minnesota
EMN002

 
(1)
 
2,962

 

 
15,384

 
2,962

 
15,384

 
18,346

 
2,507

 
2006
 
40.0
Minnesota
EMN004

 
(1)
 
2,437

 
8,715

 
679

 
2,437

 
9,394

 
11,831

 
1,939

 
2006
 
40.0
Missouri
EMO001

 
(1)
 
334

 
432

 

 
334

 
432

 
766

 
106

 
2004
 
40.0
Missouri
EMO002

 
(1)
 
404

 
523

 
(4
)
 
404

 
519

 
923

 
129

 
2004
 
40.0
Missouri
EMO003

 
(1)
 
462

 
597

 
(4
)
 
462

 
593

 
1,055

 
147

 
2004
 
40.0
Missouri
EMO004

 
(1)
 
878

 
1,139

 

 
878

 
1,139

 
2,017

 
280

 
2004
 
40.0
New Jersey
ENJ001

 
(1)
 
1,560

 
2,019

 
(15
)
 
1,560

 
2,004

 
3,564

 
497

 
2004
 
40.0
New Jersey
ENJ002

 
(1)
 
830

 
1,075

 

 
830

 
1,075

 
1,905

 
264

 
2004
 
40.0
Nevada
ENV001

 
(1)
 
440

 
569

 
(4
)
 
440

 
565

 
1,005

 
140

 
2004
 
40.0
New York
ENY001

 
(1)
 
603

 
779

 
(6
)
 
603

 
773

 
1,376

 
192

 
2004
 
40.0
New York
ENY002

 
(1)
 
442

 
571

 

 
442

 
571

 
1,013

 
141

 
2004
 
40.0
New York
ENY003

 
(1)
 
562

 
728

 

 
562

 
728

 
1,290

 
179

 
2004
 
40.0
New York
ENY004

 
(1)
 
385

 
499

 
(3
)
 
385

 
496

 
881

 
123

 
2004
 
40.0
New York
ENY005

 
(1)
 
350

 
453

 

 
350

 
453

 
803

 
111

 
2004
 
40.0
New York
ENY007

 
(1)
 
494

 
640

 

 
494

 
640

 
1,134

 
157

 
2004
 
40.0
New York
ENY006

 
(1)
 
326

 
421

 

 
326

 
421

 
747

 
104

 
2004
 
40.0
New York
ENY008

 
(1)
 
320

 
414

 
(3
)
 
320

 
411

 
731

 
102

 
2004
 
40.0
New York
ENY009

 
(1)
 
399

 
516

 
(4
)
 
399

 
512

 
911

 
127

 
2004
 
40.0
New York
ENY010

 
(1)
 
959

 
1,240

 
(9
)
 
959

 
1,231

 
2,190

 
305

 
2004
 
40.0
New York
ENY011

 
(1)
 
587

 
761

 

 
587

 
761

 
1,348

 
187

 
2004
 
40.0
New York
ENY012

 
(1)
 
521

 
675

 
(5
)
 
521

 
670

 
1,191

 
166

 
2004
 
40.0

100

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
New York
ENY013

 
(1)
 
711

 
920

 

 
711

 
920

 
1,631

 
226

 
2004
 
40.0
New York
ENY014

 
(1)
 
558

 
723

 
(6
)
 
558

 
717

 
1,275

 
178

 
2004
 
40.0
New York
ENY015

 
(1)
 
747

 
967

 

 
747

 
967

 
1,714

 
238

 
2004
 
40.0
New York
ENY016

 
(1)
 
683

 
885

 
(7
)
 
683

 
878

 
1,561

 
218

 
2004
 
40.0
New York
ENY017

 
(1)
 
1,492

 
1,933

 

 
1,492

 
1,933

 
3,425

 
475

 
2004
 
40.0
New York
ENY018

 
(1)
 
1,471

 
1,904

 
(14
)
 
1,471

 
1,890

 
3,361

 
468

 
2004
 
40.0
North Carolina
ENC001

 
(1)
 
397

 
513

 

 
397

 
513

 
910

 
126

 
2004
 
40.0
North Carolina
ENC002

 
(1)
 
476

 
615

 
(4
)
 
476

 
611

 
1,087

 
151

 
2004
 
40.0
North Carolina
ENC003

 
(1)
 
410

 
530

 
(4
)
 
410

 
526

 
936

 
130

 
2004
 
40.0
North Carolina
ENC004

 
(1)
 
402

 
520

 
(4
)
 
402

 
516

 
918

 
128

 
2004
 
40.0
North Carolina
ENC005

 
(1)
 
948

 
1,227

 

 
948

 
1,227

 
2,175

 
302

 
2004
 
40.0
North Carolina
ENC006

 
(1)
 
259

 
336

 
(3
)
 
259

 
333

 
592

 
83

 
2004
 
40.0
North Carolina
ENC007

 
(1)
 
349

 
452

 

 
349

 
452

 
801

 
111

 
2004
 
40.0
North Carolina
ENC008

 
(1)
 
640

 
828

 

 
640

 
828

 
1,468

 
204

 
2004
 
40.0
North Carolina
ENC009

 
(1)
 
409

 
531

 

 
409

 
531

 
940

 
130

 
2004
 
40.0
North Carolina
ENC010

 
(1)
 
965

 
1,249

 
(10
)
 
965

 
1,239

 
2,204

 
307

 
2004
 
40.0
North Carolina
ENC011

 
(1)
 
475

 
615

 

 
475

 
615

 
1,090

 
151

 
2004
 
40.0
North Carolina
ENC012

 
(1)
 
494

 
638

 
(4
)
 
494

 
634

 
1,128

 
157

 
2004
 
40.0
Ohio
EOH001

 
(1)
 
434

 
562

 

 
434

 
562

 
996

 
138

 
2004
 
40.0
Ohio
EOH002

 
(1)
 
967

 
1,252

 
(9
)
 
967

 
1,243

 
2,210

 
308

 
2004
 
40.0
Ohio
EOH003

 
(1)
 
281

 
365

 
(3
)
 
281

 
362

 
643

 
90

 
2004
 
40.0
Ohio
EOH004

 
(1)
 
393

 
508

 

 
393

 
508

 
901

 
125

 
2004
 
40.0
Oklahoma
EOK001

 
(1)
 
431

 
557

 
(4
)
 
431

 
553

 
984

 
137

 
2004
 
40.0
Oklahoma
EOK002

 
(1)
 
954

 
1,235

 

 
954

 
1,235

 
2,189

 
304

 
2004
 
40.0
Oregon
EOR002

 
(1)
 
393

 
508

 
(4
)
 
393

 
504

 
897

 
125

 
2004
 
40.0
Pennsylvania
EPA001

 
(1)
 
407

 
527

 

 
407

 
527

 
934

 
130

 
2004
 
40.0
Pennsylvania
EPA002

 
(1)
 
421

 
544

 

 
421

 
544

 
965

 
134

 
2004
 
40.0
Pennsylvania
EPA003

 
(1)
 
409

 
528

 
(4
)
 
409

 
524

 
933

 
130

 
2004
 
40.0
Pennsylvania
EPA004

 
(1)
 
407

 
527

 
(3
)
 
407

 
524

 
931

 
130

 
2004
 
40.0
Puerto Rico
EPR001

 
(1)
 
950

 
1,230

 

 
950

 
1,230

 
2,180

 
303

 
2004
 
40.0
Rhode Island
ERI001

 
(1)
 
850

 
1,100

 
(8
)
 
850

 
1,092

 
1,942

 
271

 
2004
 
40.0
South Carolina
ESC001

 
(1)
 
943

 
1,220

 
(9
)
 
943

 
1,211

 
2,154

 
300

 
2004
 
40.0
South Carolina
ESC002

 
(1)
 
332

 
429

 

 
332

 
429

 
761

 
106

 
2004
 
40.0
South Carolina
ESC003

 
(1)
 
924

 
1,196

 

 
924

 
1,196

 
2,120

 
294

 
2004
 
40.0
Tennessee
ETN001

 
(1)
 
260

 
338

 

 
260

 
338

 
598

 
83

 
2004
 
40.0

101

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
Texas
ETX001

 
(1)
 
1,045

 
1,353

 

 
1,045

 
1,353

 
2,398

 
333

 
2004
 
40.0
Texas
ETX002

 
(1)
 
593

 
767

 
(6
)
 
593

 
761

 
1,354

 
189

 
2004
 
40.0
Texas
ETX003

 
(1)
 
985

 
1,276

 

 
985

 
1,276

 
2,261

 
314

 
2004
 
40.0
Texas
ETX004

 
(1)
 
838

 
1,083

 
(8
)
 
838

 
1,075

 
1,913

 
267

 
2004
 
40.0
Texas
ETX005

 
(1)
 
528

 
682

 
(5
)
 
528

 
677

 
1,205

 
168

 
2004
 
40.0
Texas
ETX006

 
(1)
 
480

 
622

 
(4
)
 
480

 
618

 
1,098

 
153

 
2004
 
40.0
Texas
ETX007

 
(1)
 
975

 
1,261

 
(10
)
 
975

 
1,251

 
2,226

 
310

 
2004
 
40.0
Texas
ETX008

 
(1)
 
1,108

 
1,433

 
(10
)
 
1,108

 
1,423

 
2,531

 
353

 
2004
 
40.0
Texas
ETX009

 
(1)
 
425

 
549

 
(58
)
 
425

 
491

 
916

 
127

 
2004
 
40.0
Texas
ETX010

 
(1)
 
518

 
671

 

 
518

 
671

 
1,189

 
165

 
2004
 
40.0
Texas
ETX011

 
(1)
 
758

 
981

 
1

 
758

 
982

 
1,740

 
241

 
2004
 
40.0
Texas
ETX013

 
(1)
 
375

 
485

 
(3
)
 
375

 
482

 
857

 
119

 
2004
 
40.0
Texas
ETX014

 
(1)
 
438

 
567

 
(4
)
 
438

 
563

 
1,001

 
140

 
2004
 
40.0
Texas
ETX017

 
(1)
 
561

 
726

 

 
561

 
726

 
1,287

 
179

 
2004
 
40.0
Texas
ETX018

 
(1)
 
753

 
976

 

 
753

 
976

 
1,729

 
240

 
2004
 
40.0
Texas
ETX019

 
(1)
 
521

 
675

 

 
521

 
675

 
1,196

 
166

 
2004
 
40.0
Texas
ETX020

 
(1)
 
634

 
821

 
(6
)
 
634

 
815

 
1,449

 
202

 
2004
 
40.0
Texas
ETX021

 
(1)
 
379

 
491

 
(4
)
 
379

 
487

 
866

 
121

 
2004
 
40.0
Texas
ETX022

 
(1)
 
592

 
766

 

 
592

 
766

 
1,358

 
188

 
2004
 
40.0
Utah
EUT001

 
(1)
 
624

 
808

 

 
624

 
808

 
1,432

 
199

 
2004
 
40.0
Virginia
EVA001

 
(1)
 
1,134

 
1,467

 

 
1,134

 
1,467

 
2,601

 
361

 
2004
 
40.0
Virginia
EVA002

 
(1)
 
845

 
1,094

 

 
845

 
1,094

 
1,939

 
269

 
2004
 
40.0
Virginia
EVA003

 
(1)
 
884

 
1,145

 
(9
)
 
884

 
1,136

 
2,020

 
282

 
2004
 
40.0
Virginia
EVA004

 
(1)
 
953

 
1,233

 
(10
)
 
953

 
1,223

 
2,176

 
303

 
2004
 
40.0
Virginia
EVA005

 
(1)
 
487

 
632

 

 
487

 
632

 
1,119

 
155

 
2004
 
40.0
Virginia
EVA006

 
(1)
 
425

 
550

 
(4
)
 
425

 
546

 
971

 
135

 
2004
 
40.0
Virginia
EVA007

 
(1)
 
1,151

 
1,490

 
(11
)
 
1,151

 
1,479

 
2,630

 
367

 
2004
 
40.0
Virginia
EVA008

 
(1)
 
546

 
707

 

 
546

 
707

 
1,253

 
174

 
2004
 
40.0
Virginia
EVA009

 
(1)
 
851

 
1,103

 

 
851

 
1,103

 
1,954

 
271

 
2004
 
40.0
Virginia
EVA010

 
(1)
 
819

 
1,061

 

 
819

 
1,061

 
1,880

 
261

 
2004
 
40.0
Virginia
EVA011

 
(1)
 
958

 
1,240

 

 
958

 
1,240

 
2,198

 
305

 
2004
 
40.0
Virginia
EVA012

 
(1)
 
788

 
1,020

 
(8
)
 
788

 
1,012

 
1,800

 
251

 
2004
 
40.0
Virginia
EVA013

 
(1)
 
554

 
716

 
(5
)
 
554

 
711

 
1,265

 
176

 
2004
 
40.0
Washington
EWA001

 
(1)
 
1,500

 
6,500

 

 
1,500

 
6,500

 
8,000

 
1,927

 
2003
 
40.0
Wisconsin
EWI001

 
(1)
 
521

 
673

 
2

 
521

 
675

 
1,196

 
166

 
2004
 
40.0

102

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
Wisconsin
EWI002

 
(1)
 
413

 
535

 

 
413

 
535

 
948

 
132

 
2004
 
40.0
Wisconsin
EWI003

 
(1)
 
542

 
702

 
(6
)
 
542

 
696

 
1,238

 
173

 
2004
 
40.0
Wisconsin
EWI004

 
(1)
 
793

 
1,025

 
(8
)
 
793

 
1,017

 
1,810

 
252

 
2004
 
40.0
Wisconsin
EWI005

 
(1)
 
1,124

 
1,455

 

 
1,124

 
1,455

 
2,579

 
358

 
2004
 
40.0
Subtotal
 
$

 
 
 
$
133,448

 
$
253,122

 
$
88,867

 
$
133,431

 
$
342,006

 
$
475,437

 
$
77,763

 
 
 
 
RETAIL:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
RAZ003

 
 
 
2,625

 
4,875

 
536

 
2,625

 
5,411

 
8,036

 
258

 
2009
 
40.0
Arizona
RAZ004

 
 
 
2,184

 
4,056

 
(1,588
)
 
2,184

 
2,468

 
4,652

 
134

 
2009
 
0.0
Arizona
RAZ005

 
(1)
 
2,657

 
2,666

 
(277
)
 
2,657

 
2,389

 
5,046

 
225

 
2011
 
40.0
California
RCA001

 
(1)
 
2,569

 
3,031

 
150

 
2,569

 
3,181

 
5,750

 
322

 
2010
 
40.0
Colorado
RCO001

 
(1)
 
2,631

 
279

 
5,195

 
2,607

 
5,498

 
8,105

 
915

 
2006
 
40.0
Florida
RFL003

 
(1)
 
3,950

 

 
10,285

 
3,908

 
10,327

 
14,235

 
1,897

 
2005
 
40.0
Hawaii
RHI001

 
 
 
3,393

 
21,155

 
3,332

 
3,393

 
24,487

 
27,880

 
2,792

 
2009
 
40.0
Illinois
RIL002

 
 
 
14,934

 
29,675

 
1,692

 
14,934

 
31,367

 
46,301

 
1,495

 
2012
 
40.0
Illinois
RIL001

 
(1)
 

 
336

 
695

 

 
1,031

 
1,031

 
221

 
2010
 
40.0
New Mexico
RNM001

 
(1)
 
1,733

 

 
8,370

 
1,705

 
8,398

 
10,103

 
1,418

 
2005
 
40.0
New York
RNY001

 
(1)
 
731

 
6,073

 
699

 
711

 
6,792

 
7,503

 
1,538

 
2005
 
40.0
Pennsylvania
RPA001

 
(1)
 
5,687

 
56,950

 
1,754

 
5,687

 
58,704

 
64,391

 
4,439

 
2011
 
40.0
South Carolina
RSC001

 
 
 
2,126

 
948

 
(790
)
 
1,337

 
947

 
2,284

 
158

 
2007
 
40.0
Texas
RTX001

 
(1)
 
3,538

 
4,215

 
171

 
3,514

 
4,410

 
7,924

 
1,112

 
2005
 
40.0
Texas
RTX002

 
 
 
1,225

 
2,275

 
(791
)
 
1,225

 
1,484

 
2,709

 

 
2010
 
0.0
Texas
RTX003

 
 
 
630

 
1,170

 
(409
)
 
630

 
761

 
1,391

 

 
2010
 
0.0
Utah
RUT001

 
(1)
 
3,502

 

 
5,975

 
3,502

 
5,975

 
9,477

 
1,082

 
2005
 
40.0
Virginia
RVA001

 
(1)
 
4,720

 
16,711

 

 
4,720

 
16,711

 
21,431

 
674

 
2011
 
40.0
Washington
RWA001

 
 
 
1,301

 

 
(990
)
 
311

 

 
311

 

 
2012
 
0.0
Subtotal
 
$

 
 
 
$
60,136

 
$
154,415

 
$
34,009

 
$
58,219

 
$
190,341

 
$
248,560

 
$
18,680

 
 
 
 
HOTEL:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
California
HCA002

 
(1)
 
4,394

 
27,030

 
(871
)
 
4,394

 
26,159

 
30,553

 
10,632

 
1998
 
40.0
California
HCA003

 
(1)
 
3,308

 
20,623

 
(664
)
 
3,308

 
19,959

 
23,267

 
8,097

 
1998
 
40.0
Colorado
HCO001

 
(1)
 
1,242

 
7,865

 
(253
)
 
1,242

 
7,612

 
8,854

 
3,081

 
1998
 
40.0
Georgia
HGA001

 
(1)
 
6,378

 
25,514

 
562

 
6,378

 
26,076

 
32,454

 
2,813

 
2010
 
40.0
Hawaii
HHI001

 
(1)
 
17,996

 
17,996

 
6,971

 
17,996

 
24,967

 
42,963

 
4,078

 
2009
 
40.0
Hawaii
HHI002

 
 
 
3,000

 
12,000

 
1,090

 
3,000

 
13,090

 
16,090

 
1,294

 
2009
 
0.0
Utah
HUT001

 
(1)
 
5,620

 
32,695

 
(1,058
)
 
5,620

 
31,637

 
37,257

 
12,964

 
1998
 
40.0
Washington
HWA004

 
(1)
 
5,101

 
32,080

 
(1,031
)
 
5,101

 
31,049

 
36,150

 
12,580

 
1998
 
40.0

103

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial Cost to Company
 
Cost
Capitalized
Subsequent to
Acquisition(2)
 
Gross Amount Carried
at Close of Period
 
 
 
 
 
 
State
 
Encumbrances
 
 
 
Land
 
Building and
Improvements
 
Land
 
Building and
Improvements
 
Total
 
Accumulated
Depreciation
 
Date
Acquired
 
Depreciable
Life
(Years)
Subtotal
 
$

 
 
 
$
47,039

 
$
175,803

 
$
4,746

 
$
47,039

 
$
180,549

 
$
227,588

 
$
55,539

 
 
 
 
APARTMENT/RESIDENTIAL:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
AAZ001

 
 
 
2,423

 

 
1,921

 
2,423

 
1,921

 
4,344

 

 
2010
 
0.0
California
ACA001

 
(1)
 
7,333

 
29,333

 
(16,179
)
 
4,097

 
16,390

 
20,487

 

 
2009
 
0.0
California
ACA002

 
(1)
 
10,078

 
40,312

 
(38,529
)
 
2,372

 
9,489

 
11,861

 

 
2007
 
0.0
California
ACA003

 
(1)
 
7,654

 
17,859

 
(20,530
)
 
2,296

 
2,687

 
4,983

 

 
2013
 
0.0
Florida
AFL001

 
(1)
 
2,394

 
24,206

 
(26,239
)
 
32

 
329

 
361

 

 
2009
 
0.0
Florida
AFL002

 
 
 
6,540

 
15,260

 
(827
)
 
6,540

 
14,433

 
20,973

 

 
2010
 
0.0
Florida
AFL003

 
 
 
30,900

 
30,900

 
(55,614
)
 
3,093

 
3,093

 
6,186

 

 
2011
 
0.0
Georgia
AGA001

 
(1)
 
2,963

 
11,850

 
5,148

 
3,992

 
15,969

 
19,961

 

 
2010
 
0.0
Hawaii
AHI001

 
(1)
 
8,080

 
12,120

 
(18,535
)
 
666

 
999

 
1,665

 

 
2010
 
0.0
Hawaii
AHI003

 
(1)
 
3,483

 
9,417

 
(10,090
)
 
759

 
2,051

 
2,810

 

 
2009
 
0.0
Nevada
ANZ001

 
(1)
 
18,117

 
106,829

 
(103,327
)
 
3,134

 
18,485

 
21,619

 

 
2009
 
0.0
New Jersey
ANJ001

 

 
36,405

 
64,719

 
(89,134
)
 
4,316

 
7,674

 
11,990

 

 
2009
 
0.0
Pennsylvania
APA001

 
 
 
44,438

 
82,527

 
(93,932
)
 
11,562

 
21,471

 
33,033

 

 
2012
 
0.0
Pennsylvania
APA002

 
 
 
15,890

 
29,510

 
(6,106
)
 
15,891

 
23,403

 
39,294

 

 
2012
 
0.0
Washington
AWA001

 
(1)
 
2,342

 
44,478

 
(40,189
)
 
333

 
6,298

 
6,631

 

 
2009
 
0.0
Subtotal
 
$

 
 
 
$
199,040

 
$
519,320

 
$
(512,162
)
 
$
61,506

 
$
144,692

 
$
206,198

 
$

 
 
 
 
MIXED USE:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arizona
MAZ002

 
(1)
 
10,182

 
52,544

 
17,269

 
10,031

 
69,965

 
79,995

 
5,035

 
2011
 
40.0
California
MCA001

 
(1)
 
5,869

 
629

 
3

 
5,870

 
631

 
6,501

 
44

 
2010
 
0.0
Florida
MFL001

 
(1)
 
8,450

 
8,216

 
(2,960
)
 
8,450

 
5,256

 
13,706

 
1,392

 
2008
 
40.0
Georgia
MGA001

 
(1)
 
4,480

 
17,916

 
1,981

 
4,479

 
19,897

 
24,377

 
496

 
2010
 
0.0
Subtotal
 
$

 
 
 
$
28,981

 
$
79,305

 
$
16,293

 
$
28,830

 
$
95,749

 
$
124,579

 
$
6,967

 
 
 
 
Total
 
$
281,429

 
 
 
$
1,603,209

 
$
2,230,043

 
$
(244,180
)
 
$
1,464,930

 
$
2,124,142

 
$
3,589,072

(3)
(4)
$
432,374

(4)
 
 
 

Explanatory Notes:
_______________________________________________________________________________

(1)
Consists of properties pledged as collateral under the Company's secured credit facilities with a total book value of $1.43 billion.
(2)
Includes impairments and unit sales.
(3)
The aggregate cost for Federal income tax purposes was approximately $3.86 billion at December 31, 2013.
(4)
Includes $7.9 million relating to accumulated depreciation for real estate assets held for sale as of December 31, 2013.

104

iStar Financial, Inc.
Schedule III—Real Estate and Accumulated Depreciation (Continued)
As of December 31, 2013
($ in thousands)


1.     Reconciliation of Real Estate:
The following table reconciles Real Estate from January 1, 2011 to December 31, 2013:
 
 
2013
 
2012
 
2011
Balance at January 1
 
$
3,763,310

 
$
3,927,750

 
$
3,672,966

Improvements and additions
 
126,664

 
111,760

 
43,671

Acquisitions through foreclosure
 
31,764

 
269,100

 
501,519

Other acquisitions
 
69,379

 

 

Dispositions
 
(388,906
)
 
(510,504
)
 
(269,761
)
Impairments
 
(13,139
)
 
(34,796
)
 
(20,645
)
Balance at December 31
 
$
3,589,072

 
$
3,763,310

 
$
3,927,750

2.     Reconciliation of Accumulated Depreciation:
The following table reconciles Accumulated Depreciation from January 1, 2011 to December 31, 2013:
 
 
2013
 
2012
 
2011
Balance at January 1
 
$
(388,346
)
 
$
(356,810
)
 
$
(327,682
)
Additions
 
(59,208
)
 
(59,968
)
 
(52,418
)
Dispositions
 
15,180

 
28,432

 
23,290

Balance at December 31
 
$
(432,374
)
 
$
(388,346
)
 
$
(356,810
)

105

Table of Contents

iStar Financial Inc.
Schedule IV—Mortgage Loans on Real Estate
As of December 31, 2013
($ in thousands)
Type of Loan/Borrower
 
Underlying Property Type
 
Contractual
Interest
Accrual
Rates
 
Contractual
Interest
Payment
Rates
 
Effective
Maturity
Dates
 
Periodic
Payment
Terms
 
Prior
Liens
 
Face
Amount
of
Mortgages
 
Carrying
Amount
of
Mortgages(1)(2)
Senior Mortgages:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrower A
 
Mixed Use/Mixed Collateral
 
LIBOR + 3.3%
 
LIBOR + 3.3%
 
April 2014
 
IO
 
$

 
$
92,446

 
$
92,518

Borrower B(3)
 
Entertainment/Leisure
 
17%
 
17%
 
April 2009
 
IO
 

 
224,223

 
77,427

Borrower C
 
Apartment/Residential
 
LIBOR + 5.25%
 
LIBOR + 5.25%
 
May 2014
 
IO
 

 
66,502

 
67,263

Borrower D(4)
 
Industrial/R&D
 
LIBOR + 4.5%
 
LIBOR + 4.5%
 
December 2014
 
IO
 

 
65,931

 
64,497

Borrower E(5)
 
Land
 
LIBOR + 3.5%
 
LIBOR + 3.5%
 
January 2014
 
IO
 

 
58,175

 
53,569

Borrower F(6)
 
Land
 
LIBOR + 1.75%
 
LIBOR + 1.75%
 
August 2012
 
IO
 

 
75,000

 
30,808

Borrower G(7)
 
Retail
 
LIBOR + 3%
 
LIBOR + 3%
 
July 2009
 
IO
 

 
48,358

 
26,553

Borrower H
 
Retail
 
8%
 
8%
 
April 2017
 
P&I
 

 
26,414

 
26,450

Borrower I(8)
 
Land
 
LIBOR + 5.58%
 
LIBOR + 5.58%
 
July 2009
 
IO
 

 
50,000

 
26,231

Borrower J
 
Apartment/Residential
 
8%
 
5%
 
December 2014
 
IO
 

 
26,043

 
26,092

Senior mortgages individually <3%
 
Apartment/Residential, Retail, Land, Industrial/R&D, Mixed Use/Mixed Collateral, Office, Hotel, Entertainment/Leisure, Other
 
Fixed: 4% to 13% Variable: LIBOR + 1.5% to LIBOR + 7%
 
Fixed: 4% to 10% Variable: LIBOR + 0.5% to LIBOR + 7%
 
2014 to 2024
 
 
 
 

 
335,692

 
275,709

 
 
 
 
 
 
 
 
 
 
 
 
 

 
$
1,068,784

 
$
767,117

Subordinate Mortgages:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrower K
 
Other
 
8%
 
8%
 
April 2015
 
IO
 
$
100,000


$
25,000

 
$
24,962

Subordinate mortgages individually <3%
 
Retail, Mixed Use/Mixed Collateral, Hotel, Other
 
Fixed: 5% to 14%
 
Fixed: 8.12% to 14%
 
2014 to 2018
 
 
 
 

 
35,694

 
35,717

 
 
 
 
 
 
 
 
 
 
 
 
 

 
$
60,694

 
$
60,679

Total mortgages
 
 
 
 
 
 
 
 
 
 
 
 

 
$
1,129,478

 
$
827,796


Explanatory Notes:
_______________________________________________________________________________

(1)
Amounts are presented net of asset-specific reserves of $304.5 million on impaired loans. Impairment is measured using the estimated fair value of collateral, less costs to sell.
(2)
The carrying amount of mortgages approximated the federal income tax basis.
(3)
Loan is in default with $224.2 million of principal that is more than 90 days delinquent. Loan is designated as non-performing and is on non-accrual status.
(4)
As of December 31, 2013, included a LIBOR interest rate floor of 3.88%.
(5)
As of December 31, 2013, included a LIBOR interest rate floor of 3.50%.
(6)
Loan is in default with $75.0 million of principal that is more than 90 days delinquent. Loan is designated as non-performing and is on non-accrual status.
(7)
Loan is in default with $48.4 million of principal that is more than 90 days delinquent. Loan is designated as non-performing and is on non-accrual status. As of December 31, 2013, included a LIBOR interest rate floor of 4.0%.
(8)
Loan is in default with $50.0 million of principal that is more than 90 days delinquent. Loan is designated as non-performing and is on non-accrual status.

106

Table of Contents

iStar Financial Inc.
Schedule IV—Mortgage Loans on Real Estate (Continued)
As of December 31, 2013
($ in thousands)

Reconciliation of Mortgage Loans on Real Estate:

The following table reconciles Mortgage Loans on Real Estate from January 1, 2011 to December 31, 2013(1):

 
2013
 
2012
 
2011
Balance at January 1
$
1,421,654

 
$
2,449,554

 
$
4,012,067

Additions:
 
 
 
 
 
   New mortgage loans
19,249

 
2,205

 
20,000

   Additions under existing mortgage loans
31,589

 
29,887

 
82,598

   Other(2)
16,385

 
33,324

 
32,922

Deductions(3):
 
 
 
 
 
   Collections of principal
(636,883
)
 
(700,943
)
 
(1,047,943
)
   Recovery of (provision for) loan losses
25,011

 
(121,869
)
 
(93,187
)
   Transfers to real estate and equity investments
(49,100
)
 
(270,359
)
 
(556,753
)
   Amortization of premium
(109
)
 
(145
)
 
(150
)
Balance at December 31
$
827,796

 
$
1,421,654

 
$
2,449,554


Explanatory Notes:
_______________________________________________________________________________

(1)
Balances represent the carrying value of loans, which are net of asset specific reserves.
(2)
Amount includes amortization of discount, deferred interest capitalized and mark-to-market adjustments resulting from changes in foreign exchange rates.
(3)
Amounts are presented net of charge-offs of $152.8 million, $106.9 million and $214.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.



107

Table of Contents

Item 9.    Changes and Disagreements with Registered Public Accounting Firm on Accounting and Financial Disclosure
None.
Item 9a.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures—The Company has established and maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company has formed a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis. Both the Chief Executive Officer and the Chief Financial Officer are members of the disclosure committee. 
Based upon their evaluation as of December 31, 2013, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) are effective.
Management's Report on Internal Control Over Financial Reporting—Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the disclosure committee and other members of management, including the Chief Executive Officer and Chief Financial Officer, management carried out its evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management's assessment under the framework in Internal Control—Integrated Framework, management has concluded that its internal control over financial reporting was effective as of December 31, 2013.
The Company's internal control over financial reporting as of December 31, 2013, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page 45.
Changes in Internal Controls Over Financial Reporting—There have been no changes during the last fiscal quarter in the Company's internal controls identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9b.    Other Information
None.

108

Table of Contents



PART III
Item 10.    Directors, Executive Officers and Corporate Governance of the Registrant
Portions of the Company's definitive proxy statement for the 2013 annual meeting of shareholders to be filed within 120 days after the close of the Company's fiscal year are incorporated herein by reference.
Item 11.    Executive Compensation
Portions of the Company's definitive proxy statement for the 2013 annual meeting of shareholders to be filed within 120 days after the close of the Company's fiscal year are incorporated herein by reference.
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Portions of the Company's definitive proxy statement for the 2013 annual meeting of shareholders to be filed within 120 days after the close of the Company's fiscal year are incorporated herein by reference.
Item 13.    Certain Relationships, Related Transactions and Director Independence
Portions of the Company's definitive proxy statement for the 2013 annual meeting of shareholders to be filed within 120 days after the close of the Company's fiscal year are incorporated herein by reference.
Item 14.    Principal Registered Public Accounting Firm Fees and Services
Portions of the Company's definitive proxy statement for the 2013 annual meeting of shareholders to be filed within 120 days after the close of the Company's fiscal year are incorporated herein by reference.


PART IV
Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)
and (c) Financial statements and schedules—see Index to Financial Statements and Schedules included in Item 8.
(b)
Exhibits—see index on following page.


109

Table of Contents

INDEX TO EXHIBITS
Exhibit
Number
Document Description
3.1
Amended and Restated Charter of the Company (including the Articles Supplementary for each Series of the Company's Preferred Stock).(2)
 
 
3.2
Amended and Restated Bylaws of the Company.(3)
 
 
3.3
Articles Supplementary for High Performance Common Stock-Series 1.(5)
 
 
3.4
Articles Supplementary for High Performance Common Stock-Series 2.(5)
 
 
3.5
Articles Supplementary for High Performance Common Stock-Series 3.(5)
 
 
3.6
Articles Supplementary relating to Series E Preferred Stock.(6)
 
 
3.7
Articles Supplementary relating to Series F Preferred Stock.(33)
 
 
3.8
Articles Supplementary relating to Series G Preferred Stock.(8)
 
 
3.9
Articles Supplementary relating to Series I Preferred Stock.(10)
 
 
3.10
Articles Supplementary relating to Series J Preferred Stock.(18)
 
 
4.1
Form of 77/8% Series E Cumulative Redeemable Preferred Stock Certificate.(6)
 
 
4.2
Form of 7.8% Series F Cumulative Redeemable Preferred Stock Certificate.(7)
 
 
4.3
Form of 7.65% Series G Cumulative Redeemable Preferred Stock Certificate.(8)
 
 
4.4
Form of 7.50% Series I Cumulative Redeemable Preferred Stock Certificate.(10)
 
 
4.5
Form of 4.50% Series J Cumulative Convertible Perpetual Preferred Stock Certificate.(25)
 
 
4.6
Form of Stock Certificate for the Company's Common Stock.(1)
 
 
4.7
Form of Global Note evidencing 5.85% Senior Notes due 2017 issued on March 9, 2007.(23)
 
 
4.8
Form of Global Note evidencing 5.875% Senior Notes due 2016 issued on February 21, 2006.(17)
 
 
4.9
Form of Global Note evidencing 6.05% Senior Notes due 2015 issued on April 21, 2005.(15)
 
 
4.10
Form of Global Note evidencing 9.0% Senior Series B Notes due 2017 issued on July 9, 2012.(28)
 
 
4.11
Form of Global Note evidencing 7.125% Senior Notes due 2018 issued on November 13, 2012.(30)
 
 

110

Table of Contents

4.12
Form of Global Note evidencing 3.00% Convertible Senior Notes due 2016 issued on November 13, 2012.(30)
 
 
4.13
Form of Global Note evidencing 3.875% Senior Notes due 2016 issued on May 10, 2013.(32)
 
 
4.14
Form of Global Note evidencing 4.875% Senior Notes due 2018 issued on May 10, 2013.(32)
 
 
4.15
Form of Rule 144A Global Note evidencing 1.50% Convertible Senior Notes due 2016 issued on November 19, 2013.(12)
 
 
4.16
Eighth Supplemental Indenture, dated as of April 21, 2005, governing the 6.05% Senior Notes due 2015.(16)
 
 
4.17
Eleventh Supplemental Indenture, dated as of February 21, 2006, governing the 5.875% Senior Notes due 2016.(17)
 
 
4.18
First Supplemental Indenture (containing amendments to the 5.70% Notes due 2014), dated as of January 9, 2007.(20)
 
 
4.19
Seventeenth Supplemental Indenture, dated as of March 9, 2007, governing the 5.85% Senior Notes due 2017.(22)
 
 
4.20
Base Indenture, dated as of February 5, 2001, between the Company and State Street Bank and Trust Company.(4)
 
 
4.21
Indenture, dated as of May 8, 2012, between the Company and U.S. Bank National Association governing the 9.0% Senior Series B Notes due 2017.(27)
 
 
4.22
Twenty-First Supplemental Indenture, dated as of November 13, 2012 governing the 7.125% Senior Notes due 2018.(30)
 
 
4.23
Twenty-Second Supplemental Indenture, dated as of November 13, 2012 governing the 3.00% Convertible Senior Notes due 2016.(30)
 
 
4.24
Twenty-Third Supplemental Indenture, dated as of May 10, 2013, governing the 3.875% Senior Notes due 2016.(32)
 
 
4.25
Twenty-Fourth Supplemental Indenture, dated as of May 10, 2013, governing the 4.875% Senior Notes due 2018.(32)
 
 
4.26
Twenty-Fifth Supplemental Indenture, dated as of November 19, 2013, governing the 1.50% Convertible Senior Notes due 2013.(12)
 
 
10.1
iStar Financial Inc. 2009 Long Term Incentive Compensation Plan.(19)
 
 
10.2
Performance Retention Grant Agreement, dated as of February 11, 2004.(9)
 
 
10.3
Amended and Restated Employment Agreement, dated January 19, 2005, by and between Falcon Financial Investment Trust and Vernon B. Schwartz.(14)
 
 
10.4
Non-Employee Directors' Deferral Plan.(11)

111

Table of Contents

 
 
10.5
Form of Restricted Stock Unit Award Agreement.(21)
 
 
10.6
Form of Restricted Stock Unit Award Agreement (Performance‑Based Vesting).(24)
 
 
10.7
Credit Agreement, dated as of March 19, 2012, by the Company, the banks set forth therein and Barclays Bank PLC, as administrative agent, Bank Of America, N.A., as syndication agent, JPMorgan Chase Bank, N.A., as documentation agent.(26)
 
 
10.8
Security Agreement, dated as of March 19, 2012, made by the Company, and the other parties thereto in favor of Barclays Bank PLC, as administrative agent.(26)
 
 
10.9
Security Agreement, dated as of October 15, 2012, made by iStar Tara Holdings LLC, SFI Belmont LLC and the others parties thereto, in favor of JPMorgan Chase Bank, N.A., as administrative agent.(29)
 
 
10.10
Guarantee Agreement, dated as of October 15, 2012, made by iStar Tara Holdings LLC, SFI Belmont LLC and the others parties thereto, in favor of JPMorgan Chase Bank, N.A., as administrative agent.(29)
 
 
10.11
Amended and Restated Credit Agreement, dated as of February 11, 2013, by the Company, the banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank, PLC, as syndication agent and Bank of America, N.A., as documentation agent.(31)
 
 
12.1
Computation of Ratio of Earnings to fixed charges and Earnings to fixed charges and preferred stock dividends.
 
 
12.2
Computation of Ratio of Adjusted EBITDA to interest expense and preferred dividends.
 
 
14.0
iStar Financial Inc. Code of Conduct.(13)
 
 
21.1
Subsidiaries of the Company.
 
 
23.1
Consent of PricewaterhouseCoopers LLP.
 
 
31.0
Certifications pursuant to Section 302 of the Sarbanes‑Oxley Act.
 
 
32.0
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act.
 
 
100
XBRL-related documents
 
 
101
Interactive data file

Explanatory Notes:
________________________________________________________________________

(1)
Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1999 filed on March 30, 2000.
(2)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed on May 15, 2000.
(3)
Incorporated by reference from the Company's Current Report on Form 8-K filed on October 25, 2013.
(4)
Incorporated by reference from the Company's Form S-3 Registration Statement filed on February 12, 2001.

112

Table of Contents

(5)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 filed on November 14, 2002.
(6)
Incorporated by reference from the Company's Current Report on Form 8-A filed on July 8, 2003.
(7)
Incorporated by reference from the Company's Current Report on Form 8-A filed on September 25, 2003.
(8)
Incorporated by reference from the Company's Current Report on Form 8-A filed on December 10, 2003.
(9)
Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 15, 2004.
(10)
Incorporated by reference from the Company's Current Report on Form 8-A filed on February 27, 2004.
(11)
Incorporated by reference from the Company's Definitive Proxy Statement filed on April 28, 2004.
(12)
Incorporated by reference from the Company's Current Report on Form 8-K filed on November 19, 2013.
(13)
Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005.
(14)
Incorporated by reference from Falcon Financial Investment Trust's Form 8-K filed on January 24, 2005.
(15)
Incorporated by reference from the Company's Current Report on Form 8-K filed on April 20, 2005.
(16)
Incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 16, 2006.
(17)
Incorporated by reference from the Company's Current Report on Form 8-K filed on February 24, 2006.
(18)
Incorporated by reference from the Company's Current Report on Form 8-K filed on March 18, 2013.
(19)
Incorporated by reference from the Company's Definitive Proxy Statement filed on April 27, 2009.
(20)
Incorporated by reference from the Company's Current Report on Form 8-K filed on January 16, 2007.
(21)
Incorporated by reference from the Company's Current Report on Form 8-K filed on January 25, 2007.
(22)
Incorporated by reference from the Company's Current Report on Form 8-K filed on March 15, 2007.
(23)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed on May 9, 2007.
(24)
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed on May 9, 2008.
(25)
Incorporated by reference from the Company's Current Report on Form 8-A filed on March 18, 2013.
(26)    Incorporated by reference from the Company's Current Report on Form 8-K filed on March 23, 2012.
(27)    Incorporated by reference from the Company's Current Report on Form 8-K filed on May 11, 2012.
(28)    Incorporated by reference from the Company's Form S-4 Registration Statement filed on June 8, 2012.
(29)    Incorporated by reference from the Company's Current Report on Form 8-K filed on October 19, 2012.
(30)    Incorporated by reference from the Company's Current Report on Form 8-K filed on November 19, 2012.
(31)    Incorporated by reference from the Company's Current Report on Form 8-K filed on February 15, 2013.
(32)    Incorporated by reference from the Company's Current Report on Form 8-K filed on May 16, 2013.
(33)    Incorporated by reference from the Company's Current Report on Form 8-K filed on September 30, 2003.

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


113

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
iSTAR FINANCIAL INC.
 Registrant
Date:
February 28, 2014
/s/ JAY SUGARMAN
 
 
Jay Sugarman
 Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer)
 
 
iSTAR FINANCIAL INC.
 Registrant
Date:
February 28, 2014
/s/ DAVID M. DISTASO
 
 
David M. DiStaso
 Chief Financial Officer (principal financial and
accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
Date:
February 28, 2014
/s/ JAY SUGARMAN
 
 
Jay Sugarman
 Chairman of the Board of Directors
Chief Executive Officer
 
 
 
Date:
February 28, 2014
/s/ ROBERT W. HOLMAN, JR.
 
 
Robert W. Holman, Jr.
 Director
 
 
 
Date:
February 28, 2014
/s/ ROBIN JOSEPHS
 
 
Robin Josephs
 Director
 
 
 
Date:
February 28, 2014
/s/ JOHN G. MCDONALD
 
 
John G. McDonald
 Director
 
 
 
Date:
February 28, 2014
/s/ DALE A. REISS
 
 
Dale A. Reiss
 Director
 
 
 
Date:
February 28, 2014
/s/ BARRY W. RIDINGS
 
 
Barry W. Ridings
 Director


114
STAR-12.31.2013-Ex12.1



Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Dividends
($ in thousands, except ratios)

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
Earnings:
 
 
 
 
 
 
 
 
 
Pre-tax income from continuing operations before earnings from equity method investments and other items(1)
$
(255,574
)
 
$
(409,242
)
 
$
(150,820
)
 
$
(253,818
)
 
$
(785,647
)
    Add: Fixed charges as calculated below
270,872

 
359,844

 
348,664

 
349,041

 
485,624

Add: Distributions of earnings from equity method investments
17,252

 
105,586

 
85,766

 
32,650

 
36,766

Less: Capitalized interest
(2,590
)
 
(1,794
)
 
(788
)
 
(466
)
 
(263
)
Total earnings
$
29,960

 
$
54,394

 
$
282,822

 
$
127,407

 
$
(263,520
)
Fixed charges:
 
 
 
 
 
 
 
 
 
    Interest expense(2)
$
266,225

 
$
356,161

 
$
345,914

 
$
346,500

 
$
481,116

    Add: Capitalized interest
2,590

 
1,794

 
788

 
466

 
263

Implied interest component on the company's rent obligations
2,057

 
1,889

 
1,962

 
2,075

 
4,245

Fixed charges
$
270,872

 
$
359,844

 
$
348,664

 
$
349,041

 
$
485,624

    Preferred dividends
49,020

 
42,320

 
42,320

 
42,320

 
42,320

Fixed charges and preferred dividends
$
319,892

 
$
402,164

 
$
390,984

 
$
391,361

 
$
527,944

    Earnings to fixed charges(3)

 

 

 

 

    Earnings to fixed charges and preferred dividends(3)

 

 

 

 


Explanatory Notes:
_______________________________________________________________________________

(1)
Prior period presentation has been restated to conform to current period presentation.
(2)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, interest expense includes $0, $1,064, $3,728, $32,734 and $69,326, respectively, of interest expense reclassified to discontinued operations.
(3)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009 earnings were not sufficient to cover fixed charges by $240,912, $305,450, $65,842, $221,634 and $749,144, respectively, and earnings were not sufficient to cover fixed charges and preferred dividends by $289,932, $347,770, $108,162, $263,954 and $791,464, respectively.



STAR-12.31.2013-Ex12.2


Exhibit 12.2

Computation of Ratio of Adjusted EBITDA to Interest Expense and Preferred Dividends
($ in thousands, except ratios)

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
Adjusted EBITDA(1):
 
 
 
 
 
 
 
 
 
    Net income (loss)
$
(111,233
)
 
$
(241,430
)
 
$
(25,693
)
 
$
80,206

 
$
(769,847
)
    Add: Interest expense(2)
269,921

 
356,161

 
345,914

 
346,500

 
481,116

Less: Income tax expense (benefit)
(659
)
 
8,445

 
(4,719
)
 
7,023

 
4,141

    Add: Depreciation and amortization(3)
74,673

 
70,786

 
63,928

 
70,786

 
98,238

    Add: Provision for loan losses
5,489

 
81,740

 
46,412

 
331,487

 
1,255,357

    Add: Impairment of assets(4)
14,353

 
36,354

 
22,386

 
22,381

 
141,018

Add: Loss on transfer of interest to unconsolidated subsidiary
7,373

 

 

 

 

    Add: Stock-based compensation expense
19,261

 
15,293

 
29,702

 
19,355

 
23,593

Add: (Gain) loss on early extinguishment of debt, net(5)
19,655

 
22,405

 
(101,466
)
 
(110,075
)
 
(547,349
)
Total Adjusted EBITDA(1)(6)
$
298,833

 
$
349,754

 
$
376,464

 
$
767,663

 
$
686,267

Interest expense and preferred dividends:
 
 
 
 
 
 
 
 
 
    Interest expense(2)
$
269,921

 
$
356,161

 
$
345,914

 
$
346,500

 
$
481,116

    Preferred dividends
49,020

 
42,320

 
42,320

 
42,320

 
42,320

Total interest expense and preferred dividends
$
318,941

 
$
398,481

 
$
388,234

 
$
388,820

 
$
523,436

Adjusted EBITDA/Interest expense and preferred dividends
0.9x

 
0.9x

 
1.0x

 
2.0x

 
1.3x


Explanatory Notes:
_______________________________________________________________________________

(1)
Adjusted EBITDA should be examined in conjunction with net income (loss) as shown in the Company's Consolidated Statements of Operations. Adjusted EBITDA should not be considered as an alternative to net income (loss) (determined in accordance with GAAP), as an indicator of the Company's performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity, nor is Adjusted EBITDA an indicative of funds available to fund the Company's cash needs or available for distribution to shareholders. Rather, Adjusted EBITDA is an additional measure for the Company to use to analyze how the business is performing. It should be noted that the Company's manner of calculating Adjusted EBITDA may differ from the calculations of similarly-titled measures by other companies. See computation of Adjusted EBITDA on page 33.
(2)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, interest expense includes $0, $1,064, $3,728, $32,734 and $69,326, respectively, of interest expense reclassified to discontinued operations. Interest expense also includes the Company's proportionate share of interest for equity method investments.
(3)
For the years ended December 31, 2013, 2012, 2011, 2010 and 2009, depreciation and amortization includes $264, $2,016, $5,837, $14,117, and $42,099, respectively, of depreciation and amortization reclassified to discontinued operations. Depreciation and amortization also includes the Company's proportionate share of depreciation and amortization expense for equity method investments.
(4)
For the years ended December 31, 2013, 2012, 2011, 2010, 2009 impairment of assets includes $1,764, $22,576, $9,147, $9,572 and $26,901, respectively, of impairment of assets reclassified to discontinued operations.
(5)
For the years ended December 31, 2013, 2012 and 2010, (gain) loss on early extinguishment of debt excludes the portion of losses paid in cash of $13,535, $15,411 and $1,152, respectively.
(6)
Prior year presentation has been restated to conform to current period presentation.



STAR-12.31.2013-Ex21.1

Exhibit 21.1
List of Subsidiaries
Subsidiary
 
State of Formation
 
Other Names Used
12 Union Street-Westborough LLC
 
Delaware
 
 
100 Elkhorn Road-Sun Valley LLC
 
Delaware
 
 
100 Elkhorn Road-Sun Valley TRS LLC
 
Delaware
 
 
100 Riverview Condominium Association Inc.
 
New Jersey
 
 
20 Chapel Street Lender LLC
 
Delaware
 
 
38 North Almaden Boulevard Venture LLC
 
Delaware
 
 
45-10 19th Avenue-Astoria LLC
 
Delaware
 
 
221 American Boulevard-Bloomington LLC
 
Delaware
 
 
240 S Pineapple Office-Sarasota LLC
 
Delaware
 
240 S Pineapple Parking-Sarasota LLC
246 Spring Street LOC LLC
 
Delaware
 
 
300 Riverview Condominium Association Inc.
 
New Jersey
 
 
328-342 Washington Blvd-Jersey City LLC
 
Delaware
 
 
333 Rector Park-River Rose LLC
 
Delaware
 
iStar Garden City LLC
345 Los Coches Street-Milpitas LLC
 
Delaware
 
 
401 W Michigan Street-Milwaukee LLC
 
Delaware
 
 
475-525 Sycamore Drive-Milpitas LLC
 
Delaware
 
 
500 Woodward LLC
 
Delaware
 
 
500 Woodward Café LLC
 
Delaware
 
 
560 Cottonwood Drive-Milpitas LLC
 
Delaware
 
 
615 E. Weber Drive-Tempe LLC
 
Delaware
 
 
628 East Cleveland Street-Clearwater LLC
 
Delaware
 
 
1050 N. El Mirage Road-Avondale LLC
 
Delaware
 
 
1200 Holiday Drive-Coconut Grove LLC
 
Delaware
 
8440 Warner Crossing-Tempe LLC
1250 N. El Mirage Road-Avondale LLC
 
Delaware
 
 
1419-1425 Locust Street-Philadelphia LLC
 
Delaware
 
 
1504-1530 McCarthy Boulevard-Milpitas LLC
 
Delaware
 
 
1515 Dock Street-Tacoma LLC
 
Delaware
 
 
1804 McCarthy Boulevard-Milpitas LLC
 
Delaware
 
 
1855 Barber Lane-Milpitas LLC
 
Delaware
 
 
1861 NW South River Drive-Miami LLC
 
Delaware
 
 
2003-2007 Nonconnah Boulevard-Memphis LLC
 
Delaware
 
 
2021 Lakeside Boulevard-Richardson LLC
 
Delaware
 
 
2220 West First Street-Fort Myers LLC
 
Delaware
 
 
2611 Corporate West Drive Venture LLC
 
Delaware
 
 
2901 Kinwest Parkway-Irving LLC
 
Delaware
 
 
3000 Waterview Parkway-Richardson LLC
 
Delaware
 
 
3150 SW 38th Avenue-Miami LLC
 
Delaware
 
 



Subsidiary
 
State of Formation
 
Other Names Used
3376 Peachtree Commercial Unit 1 LLC
 
Delaware
 
 
3376 Peachtree Commercial Unit 2 LLC
 
Delaware
 
 
3376 Peachtree Hotel LLC
 
Delaware
 
 
3376 Peachtree Residential LLC
 
Georgia
 
 
3376 Peachtree Retail LLC
 
Delaware
 
 
3376 Peachtree Villas LLC
 
Delaware
 
 
3376 Peachtree Road - Atlanta Hotel LL Inc.
 
Delaware
 
 
3376 Peachtree Road - Atlanta Restaurant LL Inc.
 
Delaware
 
 
3460 14th Street NW-Washington LLC
 
Delaware
 
 
4471 Dean Martin Drive-Las Vegas LLC
 
Delaware
 
4230 S. Decatur Boulevard-Las Vegas LLC
6087 Sunset Boulevard-Hollywood LLC
 
Delaware
 
 
6162 S Willow Drive-Englewood LLC
 
Delaware
 
 
6400 Christie Avenue-Emeryville LLC
 
Delaware
 
 
6801 Woolridge Road GenPar LLC
 
Delaware
 
 
6801 Woolridge Road - Moseley LP
 
Delaware
 
6801 Woolridge Road - Moseley TRS LLC
7445 East Chaparral Road-Scottsdale LLC
 
Delaware
 
 
11650 Central Parkway-Jacksonville LLC
 
Delaware
 
 
13351 Overseas Highway-Marathon LLC
 
Delaware
 
475-525 Sycamore Drive-Milpitas LLC
14000 N. Hayden Road-Scottsdale LLC
 
Delaware
 
 
17093 Biscayne Boulevard-North Miami LLC
 
Delaware
 
 
17623-17695 N Dale Mabry Hwy-Lutz LLC
 
Delaware
 
 
21625 Red Rum Drive-Ashburn LLC
 
Delaware
 
 
46702 Bayside Parkway-Fremont LLC
 
Delaware
 
 
46831 Lakeview Boulevard-Fremont LLC
 
Delaware
 
 
Acquest Government Holdings II, LLC
 
New York
 
 
Acquest Government Holdings, L.L.C.
 
New York
 
 
Acquest Holdings FC, LLC
 
New York
 
 
ACRE IDG, LLC
 
Delaware
 
 
ACRE Simon, L.L.C.
 
Delaware
 
 
American Financial Exchange L.L.C.
 
New Jersey
 
 
AP Block 146 Developer Urban Renewal, LLC
 
New Jersey
 
AP Block 146 Developer LLC
AP Block 176 Venture LLC
 
New Jersey
 
 
AP Block 178 Venture LLC
 
New Jersey
 
 
AP Fifteen Property Holding, L.L.C.
 
New Jersey
 
 
AP Five Property Holding, L.L.C.
 
New Jersey
 
 
AP Mortgagee LLC
 
Delaware
 
 
AP Retail Venture LLC
 
Delaware
 
 
AP Ten Property Holding, L.L.C
 
New Jersey
 
 
AP Triangle LLC
 
Delaware
 
Madison Wesley Lake Three LLC
AP Wesley Lake LLC
 
Delaware
 
Madison Wesley Lake Two LLC



Subsidiary
 
State of Formation
 
Other Names Used
Asbury Convention Hall Limited Liability Company
 
New Jersey
 
 
Asbury Partners, LLC
 
New Jersey
 
Asbury Shores Community, LLC
ASTAR 12203 East Colonial Drive-Orlando LLC
 
Delaware
 
 
ASTAR 1360 Greely Chapel Road-Lima LLC
 
Delaware
 
 
ASTAR 325 Route 17M-Monroe LLC
 
Delaware
 
 
ASTAR ASB AR1, LLC
 
Delaware
 
 
ASTAR ASB AR2, LLC
 
Delaware
 
 
ASTAR ASB FL1, LLC
 
Delaware
 
 
ASTAR ASB FL10, LLC
 
Delaware
 
 
ASTAR ASB FL2, LLC
 
Delaware
 
 
ASTAR ASB FL3, LLC
 
Delaware
 
 
ASTAR ASB FL4, LLC
 
Delaware
 
 
ASTAR ASB FL5, LLC
 
Delaware
 
 
ASTAR ASB FL6, LLC
 
Delaware
 
 
ASTAR ASB FL7, LLC
 
Delaware
 
 
ASTAR ASB FL8, LLC
 
Delaware
 
 
ASTAR ASB FL9, LLC
 
Delaware
 
 
ASTAR ASB GA1, LLC
 
Delaware
 
 
ASTAR ASB GA2, LLC
 
Delaware
 
 
ASTAR ASB GA3, LLC
 
Delaware
 
 
ASTAR ASB Holdings LLC
 
Delaware
 
 
ASTAR ASB NC1, LLC
 
Delaware
 
 
ASTAR ASB NC2, LLC
 
Delaware
 
 
ASTAR ASB NC3, LLC
 
Delaware
 
 
ASTAR ASB NC4, LLC
 
Delaware
 
 
ASTAR ASB TX1 GenPar LLC
 
Delaware
 
 
ASTAR ASB TX1 LimPar LLC
 
Delaware
 
 
ASTAR ASB TX1 LP
 
Delaware
 
 
ASTAR ASB VA1, LLC
 
Delaware
 
 
ASTAR ASB VA2, LLC
 
Delaware
 
 
ASTAR CHA NM1, LLC
 
Delaware
 
 
ASTAR Finance Falcon I LLC
 
Delaware
 
 
ASTAR Finance Falcon II LLC
 
Delaware
 
 
ASTAR Finance LLC
 
Delaware
 
ASTAR AF NH1, LLC
ASTAR FRR FL1, LLC
 
Delaware
 
 
ASTAR FRR Holdings, LLC
 
Delaware
 
 
ASTAR FRR TX1 GenPar LLC
 
Delaware
 
 
ASTAR FRR TX1 LP
 
Delaware
 
 
ASTAR G1A NH1, LLC
 
Delaware
 
 
ASTAR Highway 290-North Hempstead LLC
 
Delaware
 
SFI Dallas FC LLC
ASTAR Hope Street - Los Angeles LLC
 
Delaware
 
ASTAR Los Angeles Honda LLC



Subsidiary
 
State of Formation
 
Other Names Used
ASTAR National City LLC
 
Delaware
 
Falcon 1999-1 Turlock 815015 LLC
ASTAR Pima Road-Scottsdale LLC
 
Delaware
 
 
ASTAR ROU AL1, LLC
 
Delaware
 
 
ASTAR ROU LA1, LLC
 
Delaware
 
 
ASTAR Route 33 - Hamilton NJ LLC
 
Delaware
 
 
ASTAR Spokane LLC
 
Delaware
 
 
ASTAR Suncadia LLC
 
Delaware
 
 
ASTAR Two Notch Columbia LLC
 
Delaware
 
 
ASTAR UAG AZ1, LLC
 
Delaware
 
 
ASTAR UAG AZ2, LLC
 
Delaware
 
 
ASTAR UAG AZ3, LLC
 
Delaware
 
 
ASTAR UAG FL1, LLC
 
Delaware
 
 
ASTAR UAG NJ1 LLC
 
Delaware
 
 
ASTAR West Genesee Street II-Syracuse LLC
 
Delaware
 
 
ASTAR West Genesee Street I-Syracuse LLC
 
Delaware
 
 
AutoStar F Funding LLC
 
Delaware
 
iStar MLV Investor LLC
Autostar Investors Partnership LLP
 
Delaware
 
 
AutoStar Realty Operating Partnership, L.P.
 
Delaware
 
Milestone Realty Operating Partnership
Autostar Realty GP LLC
 
Delaware
 
 
Bath Site LLC
 
Delaware
 
 
Belmont Ridge Development Co
 
Delaware
 
SFI One Madison Park LLC
Bond Portfolio Holdings LLC
 
Delaware
 
 
Cajun Fish Holdings, L.L.C.
 
New Jersey
 
 
Campbell Commons-Richardson LLC
 
Delaware
 
 
Childs Associates LLC
 
Delaware
 
 
Coney Childs Lender LLC
 
Delaware
 
 
Coney Entertainment LLC
 
Delaware
 
 
Coney Island Holdings LLC
 
Delaware
 
 
Coyote Center Development LLC
 
Delaware
 
 
CTL I Maryland, Inc.
 
Delaware
 
 
Entertainment Center Development, LLC
 
Delaware
 
 
Every Bear Investments LLC
 
Delaware
 
 
Falcon 2003-1 Columbus 818007 LLC
 
Delaware
 
 
Falcon 2003-1 Dryden 818019
 
Delaware
 
855 Avenue of the Americas - SFI LLC
Falcon 2003-1 Emporia 818012 LLC
 
Delaware
 
 
Falcon 2003-1 Englewood 818021 LLC
 
Delaware
 
 
Falcon 2003-1 Manteca 818017 LLC
 
Delaware
 
 
Falcon 2003-1 Rimrock 818018 LLC
 
Delaware
 
 
Falcon 2003-1 Seneca 818020 LLC
 
Delaware
 
 
Falcon Auto Dealership Loan Trust 2001-1
 
Delaware
 
 



Subsidiary
 
State of Formation
 
Other Names Used
Falcon Auto Dealership Loan Trust 2003-1
 
Delaware
 
 
Falcon Auto Dealership, LLC
 
Delaware
 
 
Falcon Financial II, LLC
 
Delaware
 
 
Falcon Franchise Loan Corp.
 
Delaware
 
 
Falcon Franchise Loan Trust 1999-1
 
Delaware
 
 
Falcon Franchise Loan Trust 2000-1
 
Delaware
 
 
Falcon Franchise Loan, LLC
 
Delaware
 
 
Florida 2005 Theaters LLC
 
Delaware
 
MUVICO Realty, LLC
Freezer Bear Investments, LLC
 
Delaware
 
 
Highland View Associates LLC
 
Delaware
 
 
Gold Coast Chicago Acquisition Company LLC
 
Delaware
 
 
iStar 100 Management Inc.
 
Delaware
 
 
iStar 100 Riverview LLC
 
Delaware
 
 
iStar 100 LLC
 
Delaware
 
 
iStar 200-300 Management Inc.
 
Delaware
 
 
iStar 200-300 Riverview LLC
 
Delaware
 
 
iStar 200-300 LLC
 
Delaware
 
 
iStar 85 10th L/C LLC
 
Delaware
 
 
iStar Alpha Holdings TRS II LLC
 
Delaware
 
iStar Alpha LLC Holdings TRS II Inc.
iStar Alpha Holdings TRS III LLC
 
Delaware
 
iStar Alpha LLC Holdings TRS III Inc.
iStar Alpha Holdings TRSLLC.
 
Delaware
 
iStar Alpha LLC Holdings TRS Inc.
iStar Alpha TRS LLC
 
Delaware
 
iStar Alpha TRS inc.
iStar Alpha Structured Products LLC
 
Delaware
 
 
iStar Apartment Holdings LLC
 
Delaware
 
 
iStar Asset Receivables Trust
 
Delaware
 
 
iStar Asset Services, Inc.
 
Delaware
 
Starwood Asset Services, Inc.
iStar Automotive Investments LLC
 
Delaware
 
 
iStar Bishops Gate LLC
 
Delaware
 
 
iStar Blues LLC
 
Delaware
 
 
iStar Bowling Centers I LLC
 
Delaware
 
iStar Fort Collins USGS LLC
iStar Bowling Centers I LP
 
Delaware
 
 
iStar Bowling Centers II LLC
 
Delaware
 
 
iStar Bowling Centers II LP
 
Delaware
 
 
iStar Busco Inc.
 
Delaware
 
 
iStar Columbus Circle LLC
 
Delaware
 
 
iStar Corporate Collateral LLC
 
Delaware
 
 
iStar CP Investment Fund LLC
 
Delaware
 
 
iStar CS Emery Bay North LLC
 
Delaware
 
 
iStar CS Kicker LLC
 
Delaware
 
 
iStar CTL I GenPar, Inc.
 
Delaware
 
 



Subsidiary
 
State of Formation
 
Other Names Used
iStar CTL I, L.P.
 
Delaware
 
 
iStar CTL RiverEdge Summit-Atlanta LLC
 
Delaware
 
 
iStar Dallas GL GenPar LLC
 
Delaware
 
 
iStar Dallas GL LP
 
Delaware
 
 
iStar DB Holdco LLC
 
Delaware
 
 
iStar DB Seller, LLC
 
Delaware
 
 
iStar DH Holdings TRS Inc.
 
Cayman Islands
 
 
iStar Diplomat Drive-Farmers Branch LLC
 
Delaware
 
 
iStar DMI LLC
 
Delaware
 
 
iStar Financial Protective Trust
 
Maryland
 
 
iStar Financial Statutory Trust I
 
Delaware
 
 
iStar FM Kicker LLC
 
Delaware
 
 
iStar FM Loans LLC
 
Delaware
 
 
iStar FM REO LLC
 
Delaware
 
 
iStar Harborside LLC
 
Delaware
 
ACRE Chandler, LLC
iStar Harrisburg Business Trust
 
Delaware
 
 
iStar Harrisburg GenPar LLC
 
Delaware
 
 
iStar Harrisburg, L.P.
 
Delaware
 
 
iStar HQ I GenPar, Inc.
 
Delaware
 
 
iStar HQ I, Inc.
 
Delaware
 
 
iStar HQ I, L.P.
 
Delaware
 
 
iStar IF III LLC
 
Delaware
 
 
iStar Marlin LLC
 
Delaware
 
 
iStar Madison LLC
 
Delaware
 
iStar Madison TRS Inc.
iStar Merger Co. I
 
Delaware
 
Starwood Merger Co. I
iStar Minnesota LLC
 
Delaware
 
 
iStar Net Lease I LLC
 
Delaware
 
 
iStar Net Lease Manager I LLC
 
Delaware
 
 
iStar Net Lease Member I LLC
 
Delaware
 
 
iStar OHACS TRS LLC
 
Delaware
 
iStar OHACS TRS Inc.
iStar OHAFF TRS LLC
 
Delaware
 
iStar OHAFF TRS Inc.
iStar OHCOF GP TRS LLC
 
Delaware
 
iStar OHCOF GP TRS Inc.
iStar Page Mill Road-Palo Alto LLC
 
Delaware
 
 
iStar RC Paradise Valley LLC
 
Delaware
 
 
iStar Real Estate Services, Inc.
 
Maryland
 
TriNet Property Management, Inc.
iStar REO Holdings TRS LLC
 
Delaware
 
 
iStar San Jose, L.L.C.
 
Delaware
 
 
iStar SLC LLC
 
Delaware
 
iStar SLC TRS Inc.
iStar Solo LLC
 
Delaware
 
 
iStar SPP II LLC
 
Delaware
 
iStar SPP II TRS Inc.
iStar SPP LLC
 
Delaware
 
iStar SPP TRS inc.
iStar Statutory Trust
 
Delaware
 
 



Subsidiary
 
State of Formation
 
Other Names Used
iStar Sunnyvale Partners, L.P.
 
Delaware
 
 
iStar Sunnyvale, LLC
 
Delaware
 
 
iStar TALF LLC
 
Delaware
 
 
iStar Tara Holdings LLC
 
Delaware
 
 
iStar Tara Kickers TRS LLC
 
Delaware
 
 
iStar Tara REO TRS LLC
 
Delaware
 
 
iStar Tara LLC
 
Delaware
 
 
iStar WALH Investor TRS LLC
 
Delaware
 
iStar WALH Investor LLC
iStar Woodward LLC
 
Delaware
 
 
Jade Eight Properties LLC
 
Delaware
 
 
Jersey Star GenPar LLC
 
Delaware
 
 
Jersey Star LP
 
Delaware
 
Jersey Star LLC
Loft Office Acquisition, LLC
 
Delaware
 
 
Los Valles Company, L.P.
 
Delaware
 
 
Lysol Limited
 
Cyprus
 
 
Madison Asbury Retail, LLC
 
Delaware
 
Asbury Park Retail, LLC
MF III Albion LLC
 
New Jersey
 
 
MN Theaters 2006 LLC
 
Minnesota
 
GAC Theaters LLC
MSK Resort Finance LLC
 
Delaware
 
 
Naples AW LLC
 
Delaware
 
240 S Pineapple Land - Sarasota LLC
Oakton NLA LLC
 
Delaware
 
 
One Palm LLC
 
Delaware
 
 
Paramount Bay Owner LLC
 
Delaware
 
 
Piscataway Road-Clinton MD LLC
 
Delaware
 
 
Plaza X Leasing Associates L.L.C.
 
New Jersey
 
 
Plaza X Realty L.L.C.
 
New Jersey
 
 
Plaza X Urban Renewal Associates L.L.C.
 
New Jersey
 
 
Red Lion G.P., Inc.
 
Delaware
 
 
RLH Partnership, L.P.
 
Delaware
 
 
Royal Oaks Lane (Biscayne Landing)-North Miami LLC
 
Delaware
 
 
SCC Distribution Centers LLC
 
Delaware
 
iStar SCC Distribution Centers LLC
Seaside Park LLC
 
Delaware
 
 
SFI 10 Rittenhouse LLC
 
Delaware
 
 
SFI 1120 Warner-Tempe LLC
 
Delaware
 
10255 East Via Linda LLC
SFI 8320 Warner - Tempe LLC
 
Delaware
 
 
SFI Acquest Holdings LLC
 
Delaware
 
 
SFI AHBR Falk LLC
 
Delaware
 
 
SFI Almaden Manager LLC
 
Delaware
 
 
SFI Ambassador East TRS LLC
 
Delaware
 
 
SFI Artesia LLC
 
Delaware
 
SFI Artesia Retail LLC



Subsidiary
 
State of Formation
 
Other Names Used
SFI Ballpark Village LLC
 
Delaware
 
 
SFI Belmont LLC
 
Delaware
 
 
SFI Biscayne Boulevard Acquisitions LLC
 
Delaware
 
 
SFI BR Villa Luisa LLC
 
Delaware
 
 
SFI Bridgeview LLC
 
Delaware
 
SFI Harbor View LLC
SFI Bullseye - Chicago LLC
 
Delaware
 
 
SFI Cascade Highlands LLC
 
Delaware
 
 
SFI Center Horseheads LLC
 
Delaware
 
 
SFI Chicago Tollway LLC
 
Delaware
 
SFI Wilton Oases LLC
SFI College Park LLC
 
Delaware
 
 
SFI Coney Island Manager LLC
 
Delaware
 
 
SFI CWD Venture Manager LLC
 
Delaware
 
 
SFI DT Holdings LLC
 
Delaware
 
 
SFI Eagle Land LLC
 
Delaware
 
 
SFI Emery Bay Participant LLC
 
Delaware
 
 
SFI Euro Holdings LLC
 
Delaware
 
 
SFI Euro Holdings II LLC
 
Delaware
 
 
SFI Florida Marina Holdings LLC
 
Delaware
 
Harry Bear Manager LLC
SFI FMC - Sanibel LLC
 
Delaware
 
 
SFI Ford City - Chicago LLC
 
Delaware
 
 
SFI Ginn Investments LLC
 
Delaware
 
 
SFI Gold Coast Partner LLC
 
Delaware
 
 
SFI Golden Hills-Vacaville LLC
 
Delaware
 
 
SFI Grand Vista LLC
 
Delaware
 
 
SFI Harborspire GenPar LLC
 
Delaware
 
328-342 Washington Blvd-Jersey City GenPar LLC
SFI Harborspire LimPar LLC
 
Delaware
 
328-342 Washington Blvd-Jersey City LimPar LLC
SFI I, LLC
 
Delaware
 
 
SFI Ilikai 104 LLC
 
Delaware
 
 
SFI Ilikai GenPar LLC
 
Delaware
 
 
SFI Ilikai LL Parent Inc.
 
Delaware
 
 
SFI Ilikai LL Inc.
 
Delaware
 
 
SFI Ilikai LP
 
Delaware
 
SFI Ilikai TRS LLC
SFI Ilikai Property Owner LLC
 
Delaware
 
 
SFI Ilikai Retail Owner LLC
 
Delaware
 
 
SFI Kapolei LLC
 
Delaware
 
 
SFI Kauai GenPar LLC
 
Delaware
 
 
SFI Kauai LP
 
Delaware
 
SFI Kauai TRS LLC
SFI Kauai Operator LLC
 
Delaware
 
 
SFI Kauai Owner LLC
 
Delaware
 
 
SFI Kaupulehu LLC
 
Delaware
 
 



Subsidiary
 
State of Formation
 
Other Names Used
SFI Kua 4 Partner LLC
 
Delaware
 
 
SFI Kukio LLC
 
Delaware
 
 
SFI Kula 1800 LLC
 
Delaware
 
 
SFI Los Valles LLC
 
Delaware
 
Los Valles REO LLC
SFI Magnolia Avenue-Riverside LLC
 
Delaware
 
SFI Emperor Estates - Riverside County LLC
SFI Mammoth Crossing LLC
 
Delaware
 
SFI West Hills - Riverside County LLC
SFI Mammoth Finance LLC
 
Delaware
 
900 North Point Street-San Francisco LLC
SFI Mammoth GenPar LLC
 
Delaware
 
 
SFI Mammoth Owner LP
 
Delaware
 
SFI Mammoth LLC
SFI Marina Investments LLC
 
Delaware
 
 
SFI Marina Stuart TRS LLC
 
Delaware
 
 
SFI Marlin Holdings LLC
 
Delaware
 
iStar REO TRS Inc.
SFI MG Investor LLC
 
Delaware
 
 
SFI Mortgage Funding LLC
 
Delaware
 
 
SFI Naples Reserve LLC
 
Delaware
 
 
SFI Net Lease Holdings LLC
 
Delaware
 
 
SFI One Palm Partner LLC
 
Delaware
 
 
SFI Palm Tree Farms LLC
 
Delaware
 
 
SFI Palm Tree (St. Lucie) LLC
 
Delaware
 
14951 Royal Oaks (Biscayne Landing)-North Miami 
SFI Penn Properties Statutory Trust
 
Delaware
 
 
SFI Raintree-Scottsdale LLC
 
Delaware
 
 
SFI Rittenhouse Statutory Trust
 
Delaware
 
 
SFI Savannah Commercial LLC
 
Delaware
 
 
SFI Savannah Residential LLC
 
Delaware
 
 
SFI Shadelands-Walnut Creek LLC
 
Delaware
 
50 Adrian Court-Burlingame LLC
SFI SMR LP
 
Delaware
 
SFI SMR LLC
SFI SMR GenPar LLC
 
Delaware
 
 
SFI SOHO TRS LLC
 
Delaware
 
 
SFI Spring Mountain Ranch Phase 1 LLC
 
Delaware
 
 
SFI Sugar Mill Investor LLC
 
Delaware
 
SFI Paramount Bay Owner LLC
SFI Theater Investments LLC
 
Delaware
 
 
SFI Transitional-Dixmoor LLC
 
Delaware
 
 
SFI Valley Plaza - North Hollywood LLC
 
Delaware
 
 
SFI Waipouli TRS LLC
 
Delaware
 
 
SFI Waipouli LLC
 
Delaware
 
 
SFI Westgate City Center - Glendale LLC
 
Delaware
 
 
SFI Windsor-Pembroke Pines LLC
 
Delaware
 
 
SFI Winkel Way LLC
 
Delaware
 
 
SFT I, Inc.
 
Delaware
 
 



Subsidiary
 
State of Formation
 
Other Names Used
SFT/RLH, Inc.
 
Delaware
 
 
Shore Road - Long Beach LP
 
Delaware
 
Shore Road - Long Beach Superblock TRS LLC
Shore Road GenPar LLC
 
Delaware
 
 
Shore Road-Long Beach Superblock LLC
 
Delaware
 
 
SMR Phase 1 Joint Venture LLC
 
Delaware
 
 
Spring Mountain Ranch REO LLC
 
New Jersey
 
 
State Road 710-Indiantown TRS LLC
 
Delaware
 
 
State Road 710-Indiantown LLC
 
Delaware
 
 
Stone Pony Partners, L.L.C.
 
Delaware
 
 
Sugar MG II, LLC
 
Delaware
 
 
Sugar Mill Glen LLC
 
Delaware
 
 
Talking Partners, LLC
 
New Jersey
 
 
TDM Kua 4, LLC
 
Delaware
 
 
THCF LLC
 
New Jersey
 
 
The New Westgate LLC
 
Delaware
 
 
TimberStar Investors Partnership LLP
 
Delaware
 
 
TimberStar Operating Partnership, L.P.
 
Delaware
 
 
TimberStar Selling Party Representative Holdco LLC
 
Delaware
 
 
TimberStar Southwest Investor LLC
 
Delaware
 
 
TPRJC Owner LLC
 
New Jersey
 
 
TriNet Essential Facilities XXIII, Inc.
 
Delaware
 
 
TriNet Essential Facilities XXVI, Inc.
 
Delaware
 
 
TriNet Essential Facilities XXVII, Inc.
 
Delaware
 
 
TriNet Sunnyvale Partners, L.P.
 
Delaware
 
Sunnyvale Partners, L.P.
TSM I, LLC
 
Delaware
 
 
TSM II, LLC
 
Delaware
 
 
Vector Urban Renewal Associates I, L.P.
 
New Jersey
 
 
Westgate Investments, LLC
 
Delaware
 
 
Westgate Signage, LLC
 
Delaware
 
 
Westgate Sports and Entertainment Group, LLC
 
Delaware
 
 


STAR-12.31.2013-Ex23.1


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-181470) and Form S-8 (No. 333-183465) of iStar Financial Inc. of our report dated February 28, 2014 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

New York, New York
February 28, 2014






STAR-12.31.2013-Ex31.0
Exhibit 31.0
CERTIFICATIONS
I, Jay Sugarman, certify that:
1. I have reviewed this annual report on Form 10-K of iStar Financial Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
February 28, 2014
By:
 
/s/ JAY SUGARMAN
 
 
 
 
Name:
 
Jay Sugarman
 
 
 
 
Title:
 
Chief Executive Officer




CERTIFICATION
I, David DiStaso, certify that:
1. I have reviewed this annual report on Form 10-K of iStar Financial Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
February 28, 2014
By:
 
/s/ DAVID M. DISTASO
 
 
 
 
Name:
 
David M. DiStaso
 
 
 
 
Title:
 
Chief Financial Officer (principal
financial and accounting officer)




STAR-12.31.2013-Ex32.0
EXHIBIT 32.0
Certification of Chief Executive Officer
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
The undersigned, the Chief Executive Officer of iStar Financial Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K for the year ended December 31, 2013 (the "Form 10-K"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
February 28, 2014
By:
 
/s/ JAY SUGARMAN
 
 
 
 
Name:
 
Jay Sugarman
 
 
 
 
Title:
 
Chief Executive Officer






Certification of Chief Financial Officer
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
The undersigned, the principal financial officer of iStar Financial Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K for the year ended December 31, 2013 (the "Form 10-K"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
February 28, 2014
By:
 
/s/ DAVID M. DISTASO
 
 
 
 
Name:
 
David M. DiStaso
 
 
 
 
Title:
 
Chief Financial Officer (principal
financial and accounting officer)