News Column

ISTAR FINANCIAL INC - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

August 5, 2014

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are included with respect to, among other things, iStar Financial Inc.'s (the "Company's") current business plan, business strategy, portfolio management, prospects and liquidity. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results or outcomes to differ materially from those contained in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In assessing all forward-looking statements, readers are urged to read carefully all cautionary statements contained in this Form 10-Q and the uncertainties and risks described in Item 1A-"Risk Factors" in our 2013 Annual Report (as defined below), all of which could affect our future results of operations, financial condition and liquidity. For purposes of Management's Discussion and Analysis of Financial Condition and Results of Operations, the terms "we," "our" and "us" refer to iStar Financial Inc. and its consolidated subsidiaries, unless the context indicates otherwise. The discussion below should be read in conjunction with our consolidated financial statements and related notes in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended December 31, 2013 (the "2013 Annual Report"). These historical financial statements may not be indicative of our future performance. We have reclassified certain items in our consolidated financial statements of prior periods to conform to our current financial statements presentation. Introduction iStar 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. Executive Overview In conjunction with improving economic and commercial real estate market conditions, we have continued to make meaningful progress towards achieving a number of our strategic corporate objectives. Broad access to the capital markets has allowed us to extend our debt maturity profile, lower our cost of capital and support our long-term strategy of becoming primarily an unsecured borrower. During the quarter, we issued two series of senior unsecured notes and utilized the net proceeds, together with cash on hand, to fully repay and terminate the larger of our two secured credit facilities. We continued to significantly reduce our level of nonperforming loans and non-core assets through the monetization of legacy assets. In addition, through strategic ventures, we have partnered with other providers of capital within our net lease segment and with developers with homebuilding expertise within our land segment. These transactions and resulting benefits to liquidity have allowed us to increase new investment activity within our various business segments, which we anticipate should drive future revenue growth. During the quarter, we originated and funded $167.1 million of investments and had $356.5 million of cash at quarter end which we expect to be used primarily to fund future investment activities. During the three months ended June 30, 2014, three of our four business segments, including real estate finance, net lease and operating properties contributed positively to our earnings. We continue to work on repositioning or redeveloping our transitional operating properties and progressing on the entitlement and development of our land assets in order to maximize their value. We intend to continue these efforts, with the objective of having these assets contribute positively to earnings in the future. For the quarter ended June 30, 2014, we recorded a net loss allocable to common shareholders of $(16.2) million, compared to a loss of $(26.0) million during the same period in the prior year. Adjusted income (loss) allocable to common shareholders for the quarter ended June 30, 2014 was $28.9 million, compared to $4.4 million during the same period in the prior year. 35



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Results of Operations for the Three Months Ended June 30, 2014 compared to the Three Months Ended June 30, 2013

For the Three Months Ended June 30, 2014 2013 $ Change % Change (in thousands) Operating lease income $ 60,967$ 57,112$ 3,855 7 % Interest income 35,127 29,682 5,445 18 % Other income 29,262 13,125 16,137 >100% Land sales revenue 4,487 - 4,487 100 % Total revenue 129,843 99,919 29,924 30 % Interest expense 56,530 69,157 (12,627 ) (18 )% Real estate expenses 40,554 36,981 3,573 10 % Cost of land sales 3,611 - 3,611 100 % Depreciation and amortization 18,822 17,330 1,492 9 % General and administrative 26,623 20,876 5,747 28 % Provision for (recovery of) loan losses (2,792 ) 5,020 (7,812 ) >(100)% Impairment of assets 3,300 - 3,300 100 % Other expense 4,690 146 4,544 >100% Total costs and expenses 151,338 149,510 1,828 1 % Loss on early extinguishment of debt, net (23,587 ) (15,242 ) (8,345 ) 55 % Earnings from equity method investments 24,093 8,323 15,770 >100% Income tax (expense) benefit 215 (429 ) 644 >100% Income (loss) from discontinued operations - (57 ) 57 100 % Gain from discontinued operations - 8,279 (8,279 ) (100 )% Income from sales of residential property 17,180 34,319 (17,139 ) (50 )% Net income (loss) $ (3,594 )$ (14,398 )$ 10,804 75 % Revenue-Operating lease income, which primarily includes income from net lease assets and commercial operating properties, increased to $61.0 million during the three months ended June 30, 2014 from $57.1 million for the same period in 2013. Operating lease income from net lease assets increased to $37.7 million during the three months ended June 30, 2014 from $35.8 million for the same period in 2013 primarily due to new leasing activity, offset by lease terminations since June 30, 2013. As of June 30, 2014, net lease assets were 94.4% leased compared to 93.8% leased as of June 30, 2013. For the three months ended June 30, 2014, the net lease portfolio generated an unleveraged yield of 7.68% compared to 7.13% during the same period in 2013. Operating lease income from commercial operating properties increased to $22.2 million during the three months ended June 30, 2014 from $21.3 million for the same period in 2013 due to new leasing activity and the acquisition of properties during the quarter. As of June 30, 2014, commercial operating properties, excluding hotels, were 61.3% leased compared to 60.5% leased as of June 30, 2013. Interest income increased to $35.1 million during the three months ended June 30, 2014 as compared to $29.7 million for the same period in 2013. The increase was due to $5.0 million of income recognition related to the amortization of a discount associated with the acquisition of a loan, as well as new investment originations and additional fundings of existing loans. The average balance of performing loans was $1.36 billion for the quarter ended June 30, 2014 as compared to $1.18 billion for the same period in 2013. The increase was offset by payoffs and paydowns of performing loans since June 30, 2013. The weighted average yield of our performing loans increased to 8.5%, excluding the $5.0 million amortization of discount, for the three months ended June 30, 2014 from 7.0% for the same period in 2013. Other income increased to $29.3 million during the three months ended June 30, 2014 as compared to $13.1 million for the same period in 2013. The increase was due primarily to gains on sales of non-performing loans of $19.0 million. Land sales and costs-During the three months ended June 30, 2014, we sold residential lots from two of our master planned community properties for proceeds of $4.5 million which had associated cost of sales of $3.6 million. 36



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Costs and expenses-Interest expense decreased to $56.5 million during the three months ended June 30, 2014 as compared to $69.2 million for the same period in 2013 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 $4.08 billion for the three months ended June 30, 2014 from $4.58 billion for the same period in 2013. Our weighted average effective cost of debt decreased to 5.5% for the three months ended June 30, 2014 from 6.0% for the same period in 2013. The decline was primarily a result of the refinancing of higher interest rate senior unsecured notes with lower interest rate senior unsecured notes during 2013. Real estate expenses increased to $40.6 million during the three months ended June 30, 2014 as compared to $37.0 million for the same period in 2013. Expenses for commercial operating properties increased to $21.1 million during the three months ended June 30, 2014 from $20.2 million for the same period in 2013, primarily due to the acquisition of properties and higher occupancy at a hotel property during the quarter. The increase was offset by reduced expenses resulting from the conversion of hotel rooms to residential units to be sold at a hotel property during the quarter ended June 30, 2014. Costs associated with residential units increased to $7.8 million from $4.6 million for the same period in 2013 due to sales assessments at one of our residential properties and carrying costs for additional residential units where construction was completed during the quarter ended June 30, 2014. Depreciation and amortization increased to $18.8 million during the three months ended June 30, 2014 from $17.3 million for the same period in 2013 primarily due to additional leasing activity, the acquisition of a commercial operating property during the quarter and accelerated depreciation related to a terminated lease. General and administrative expenses increased to $26.6 million during the three months ended June 30, 2014 as compared to $20.9 million for the same period in 2013 primarily related to the timing of expense recognition for our performance based compensation program. The net recovery of loan losses was $2.8 million during the three months ended June 30, 2014 as compared to a net provision for loan losses of $5.0 million for the same period in 2013. Included in the net recovery for the three months ended June 30, 2014 were recoveries of previously recorded loan loss reserves of $2.4 million and a reduction of $0.4 million in the general reserve due primarily to an overall improvement in risk ratings of our loans. During the three months ended June 30, 2014, we recorded impairments on real estate assets totaling $3.3 million resulting from a change in business strategy for a residential property. During the three months ended June 30, 2013, we recorded no impairments on real estate assets. Other expense increased to $4.7 million during the three months ended June 30, 2014 as compared to $0.1 million for the same period in 2013. During the quarter ended June 30, 2014, in connection with the full repayment and termination of our February 2013 Secured Credit Facility, we realized $3.6 million of expense from other comprehensive loss as a portion of an interest rate cap related to our variable rate debt was no longer expected to be highly effective. Loss on early extinguishment of debt, net-During the three months ended June 30, 2014, we incurred losses on early extinguishment of debt of $23.6 million. Together with cash on hand, net proceeds from the issuances of our $550 million of 4.00% senior unsecured notes due November 2017 and our $770 million of 5.00% senior unsecured notes due July 2019 were used to fully repay and terminate our February 2013 Secured Credit Facility. As a result, during the quarter ended June 30, 2014, we expensed $22.8 million relating to accelerated amortization of discount and fees associated with the payoff of our February 2013 Secured Credit Facility. During the three months ended June 30, 2013, we incurred $3.0 million of net losses on the early extinguishment of debt primarily related to accelerated amortization of discounts and fees in connection with amortization payments of our October 2012 and February 2013 Secured Credit Facilities. We also redeemed our $448.5 million aggregate principal amount of 5.95% senior unsecured notes due October 2013 prior to maturity and incurred $9.5 million of losses related to a prepayment penalty and the accelerated amortization of discounts and fees. Earnings from equity method investments-Earnings from equity method investments increased to $24.1 million during the three months ended June 30, 2014 as compared to $8.3 million for the same period in 2013. For the three months ended June 30, 2014, we recognized $23.4 million of earnings from equity method investments resulting from asset sales by one of our equity method investees. Discontinued operations-During the prior quarter, we adopted ASU 2014-08 (see Note 3), which raised the threshold for discontinued operations reporting to disposals of components that are considered strategic shifts in a company's business. There were no disposals that met this threshold during the quarter. 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. During the three months 37



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ended June 30, 2013, we sold two commercial operating properties with a carrying value of $19.1 million, which resulted in a net gain of $4.9 million, and two net lease assets with a carrying value of $12.6 million, which resulted in a gain of $3.4 million. Income from sales of residential property-During the three months ended June 30, 2014 and 2013, we sold residential condominiums for total net proceeds of $47.1 million and $88.9 million, respectively, that resulted in income from sales of residential properties totaling $17.2 million and $34.3 million, respectively. Results of Operations for the Six Months Ended June 30, 2014 compared to the Six Months Ended June 30, 2013 For the Six Months Ended June 30, 2014 2013 $ Change % Change (in thousands) Operating lease income $ 123,075$ 115,128$ 7,947 7 % Interest income 63,041 54,349 8,692 16 % Other income 43,846 24,544 19,302 79 % Land sales revenue 8,630 - 8,630 100 % Total revenue 238,592 194,021 44,571 23 % Interest expense 113,986 140,723 (26,737 ) (19 )% Real estate expenses 83,167 74,815 8,352 11 % Cost of land sales 7,265 - 7,265 100 % Depreciation and amortization 37,435 34,653 2,782 8 % General and administrative 46,411 42,723 3,688 9 % Provision for (recovery of) loan losses (6,192 ) 15,226 (21,418 ) >(100)% Impairment of assets 6,279 - 6,279 100 % Other expense 4,911 5,770 (859 ) (15 )% Total costs and expenses 293,262 313,910 (20,648 ) (7 )% Loss on early extinguishment of debt, net (24,767 ) (24,784 ) 17 - % Earnings from equity method investments 27,270 30,001 (2,731 ) (9 )% Income tax (expense) benefit 722 (4,504 ) 5,226 >100% Income (loss) from discontinued operations - 1,186 (1,186 ) (100 )% Gain from discontinued operations - 13,323 (13,323 ) (100 )% Income from sales of residential property 33,674 58,016 (24,342 ) (42 )% Net income (loss) $ (17,771 )$ (46,651 )$ 28,880 62 % Revenue-Operating lease income, which primarily includes income from net lease assets and commercial operating properties, increased to $123.1 million during the six months ended June 30, 2014 from $115.1 million for the same period in 2013. Operating lease income from net lease assets increased to $76.6 million during the six months ended June 30, 2014 from $72.4 million for the same period in 2013 primarily due to new leasing activity and a new net lease asset acquired at the end of 2013, offset by lease terminations since June 30, 2013. As of June 30, 2014, net lease assets were 94.4% leased compared to 93.8% leased as of June 30, 2013. For the six months ended June 30, 2014, the net lease portfolio generated an unleveraged yield of 7.51% compared to 7.26% during the same period in 2013. Operating lease income from commercial operating properties increased to $43.9 million during the six months ended June 30, 2014 from $42.7 million for the same period in 2013 primarily due to new leasing activity and the acquisition of properties during the period. As of June 30, 2014, commercial operating properties, excluding hotels, were 61.3% leased compared to 60.5% leased as of June 30, 2013. Interest income increased to $63.0 million during the six months ended June 30, 2014 as compared to $54.3 million for the same period in 2013. The increase was due to $5.0 million of income recognition related to the amortization of a discount associated with the acquisition of a loan, as well as new investment originations and additional fundings of existing loans. The average balance of performing loans was $1.33 billion for the six months ended June 30, 2014 as compared to $1.26 billion for the same period in 38



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2013. The increase was offset in part by payoffs and paydowns of performing loans since June 30, 2013. The weighted average yield of our performing loans increased to 8.6%, excluding the $5.0 million amortization of discount, for the six months ended June 30, 2014 from 7.1% for the same period in 2013. Other income increased to $43.8 million during the six months ended June 30, 2014 as compared to $24.5 million for the same period in 2013. The increase was due to gains on sales of non-performing loans of $19.0 million and $5.3 million of income related to a lease modification fee received. The increase was offset in part by a decline of $2.4 million in loan related income received during the same period in 2013. Land sales and costs-During the six months ended June 30, 2014, we sold residential lots from two of our master planned community properties for proceeds of $8.6 million which had associated cost of sales of $7.3 million. Costs and expenses-Interest expense decreased to $114.0 million during the six months ended June 30, 2014 as compared to $140.7 million for the same period in 2013 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 $4.10 billion for the six months ended June 30, 2014 from $4.60 billion for the same period in 2013. Our weighted average effective cost of debt decreased to 5.5% for the six months ended June 30, 2014 from 6.1% for the same period in 2013. The decline was a result of the refinancing of higher interest rate secured credit facilities and senior unsecured notes with lower interest rate senior unsecured notes during 2013 and 2014. Real estate expenses increased to $83.2 million during the six months ended June 30, 2014 as compared to $74.8 million for the same period in 2013. Expenses for commercial operating properties increased to $43.5 million during the six months ended June 30, 2014 from $40.6 million for the same period in 2013, primarily due to the acquisition of properties, higher occupancy at a hotel property and increased snow removal costs during the period. The increase was offset in part by reduced expenses resulting from the conversion of hotel rooms to residential units to be sold at a property during the six months ended June 30, 2014. Costs associated with residential units increased to $14.1 million from $10.0 million for the same period in 2013 due to sales assessments at one of our residential properties and carrying costs for additional residential units where construction was completed during the the six months ended June 30, 2014. Carrying costs and other expenses on our land assets increased to $14.4 million during the six months ended June 30, 2014 from $13.0 million for the same period in 2013, primarily related to an increase in costs incurred on certain land assets prior to development. Depreciation and amortization increased to $37.4 million during the six months ended June 30, 2014 from $34.7 million for the same period in 2013 primarily due to additional leasing activity, the acquisition of a commercial operating property during the quarter ended June 30, 2014 and accelerated depreciation related to a terminated lease. General and administrative expenses increased to $46.4 million during the six months ended June 30, 2014 as compared to $42.7 million for the same period in 2013 primarily related to the timing of expense recognition for our performance based compensation program. The net recovery of loan losses was $6.2 million during the six months ended June 30, 2014 as compared to a net provision for loan losses of $15.2 million for the same period in 2013. Included in the net recovery for the six months ended June 30, 2014 were recoveries of previously recorded loan loss reserves of $7.6 million offset by an increase of $1.4 million in the general reserve due primarily to new investment originations. During the six months ended June 30, 2014, we recorded impairments on real estate assets totaling $6.3 million resulting from a change in business strategy for a residential property and resulting from the sale of a net lease asset. During the six months ended June 30, 2013, we recorded no impairments on real estate assets. Loss on early extinguishment of debt, net-During the six months ended June 30, 2014, we incurred losses on early extinguishment of debt of $24.8 million. Together with cash on hand, net proceeds from the issuances of our $550 million of 4.00% senior unsecured notes due November 2017 and our $770 million of 5.00% senior unsecured notes due July 2019 were used to fully repay and terminate our February 2013 Secured Credit Facility. As a result, during the quarter ended June 30, 2014, we expensed $22.8 million relating to accelerated amortization of discount and fees associated with the payoff of our February 2013 Secured Credit Facility. During the six months ended June 30, 2013, we incurred $7.7 million of losses on the early extinguishment of debt due to accelerated amortization of discounts and fees in connection with the refinancing of our October 2012 Secured Credit Facility with our February 2013 Secured Credit Facility. We also recorded $7.6 million of losses related to the accelerated amortization of discounts and fees in connection with amortization payments that we made on our 2012 and 2013 Secured Credit Facilities. We also redeemed our $448.5 million 5.95% senior unsecured notes due October 2013 prior to maturity and incurred $9.5 million of losses related to a prepayment penalty and the acceleration of amortization of discounts. 39



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Earnings from equity method investments-Earnings from equity method investments decreased to $27.3 million during the six months ended June 30, 2014 as compared to $30.0 million for the same period in 2013 due primarily to lower income from sales of residential property units recorded by one of our real estate equity investments and the sale of our interest in LNR in April 2013. We had no equity in earnings from LNR during the six months ended June 30, 2014 as compared to the same period in 2013 in which we recorded equity in earnings of $45.4 million, which was offset by an other than temporary impairment of $30.9 million arising from the terms of the sale of our investment in LNR. We 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 our perspective, reflected in part our 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. For the six months ended June 30, 2014, we recognized $23.4 million of earnings from equity method investments resulting from asset sales by one of our equity method investees. 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 tax benefit of $0.7 million during the six months ended June 30, 2014 as compared to a tax expense of $4.5 million for the same period in 2013. The period to period difference was due primarily to a tax benefit generated by certain property level expenses as well as lower taxable income from sales of condominium units and earnings from equity method investments in the quarter ended June 30, 2014 compared to the same period in 2013. Discontinued operations-During the six months ended June 30, 2014, we adopted ASU 2014-08 (see Note 3), which raised the threshold for discontinued operations reporting to disposals of components that are considered strategic shifts in a company's business. There were no disposals that met this threshold during the period. 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. During the six months ended June 30, 2013, we sold three commercial operating properties with a carrying value of $43.2 million, which resulted in a net gain of $9.9 million, and three net lease assets with a carrying value of $13.5 million, which resulted in a net gain of $3.4 million. Income from sales of residential property-During the six months ended June 30, 2014 and 2013, we sold residential condominiums for total net proceeds of $94.8 million and $164.1 million, respectively, that resulted in income from sales of residential properties totaling $33.7 million and $58.0 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. 40



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Table of Contents For the Three Months Ended June 30, For the Six Months Ended June 30, 2014 2013 2014 2013 (in thousands) Adjusted income Net income (loss) allocable to common shareholders $ (16,207 ) $



(26,001 ) $ (42,779 )$ (67,264 ) Add: Depreciation and amortization(1)

19,291 17,400 38,187 34,854 Add: Provision for (recovery of) loan losses (2,792 ) 5,020 (6,192 ) 15,226 Add: Impairment of assets(2) 3,300 550 6,279 518 Add: Stock-based compensation expense 3,196 4,719 5,271 9,921 Add: Loss on early extinguishment of debt, net(3) 23,587 3,728 24,767 13,270 Less: HPU/Participating Security allocation (1,507 ) (1,013 ) (2,211 ) (2,385 ) Adjusted income (loss) allocable to common shareholders $ 28,868 $ 4,403 $ 23,322 $ 4,140 Explanatory Notes:

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(1) For the three and six months ended June 30, 2013, depreciation and amortization includes $70 and $201, 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 three and six months ended June 30, 2013, impairment of assets

includes $427 and $395 of impairment of assets reclassified to

discontinued operations.

(3) For the three and six months ended June 30, 2013, loss on early

extinguishment of debt, net excludes the portion of losses paid in cash of $11,514. For the Three Months Ended June 30, For the Six Months Ended June 30, 2014 2013 2014 2013 (in thousands) Adjusted EBITDA Net income (loss) $ (3,594 ) $



(14,398 ) $ (17,771 )$ (46,651 ) Add: Interest expense(1)

57,794 69,157 116,263 140,723 Less: Income tax expense (benefit) (215 ) 429 (722 ) 4,504 Add: Depreciation and amortization(2) 19,957 17,400 39,498 34,854 EBITDA 73,942 72,588 137,268 133,430 Add: Provision for (recovery of) loan losses (2,792 ) 5,020 (6,192 ) 15,226 Add: Impairment of assets(3) 3,300 427 6,279 395 Add: Stock-based compensation expense 3,196 4,719 5,271 9,921 Add: Loss on early extinguishment of debt, net(4) 23,587 3,728 24,767 13,270 Adjusted EBITDA $ 101,233 $ 86,482 $ 167,393$ 172,242 Explanatory Notes:

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(1) Interest expense includes our proportionate share of interest for equity

method investments. (2) For the three and six months ended June 30, 2013, depreciation and amortization includes $70 and $201, 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 three and six months ended June 30, 2013, impairment of assets

includes $427 and $395 of impairment of assets reclassified to

discontinued operations.

(4) For the three and six months ended June 30, 2013, loss on early

extinguishment of debt, net excludes the portion of losses paid in cash of

$11,514. 41



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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 June 30, 2014 December 31, 2013 Non-performing loans Carrying value(1) $ 93,960 $ 203,604 As a percentage of total carrying value of loans 7.4 % 16.6 % Reserve for loan losses Impaired loan asset-specific reserves for loan losses $ 107,304 $ 348,004 As a percentage of gross carrying value of impaired loans 33.3 % 46.3 % Total reserve for loan losses $ 137,904 $ 377,204 As a percentage of total loans before loan loss reserves 9.8 % 23.5 % Explanatory Note:

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(1) As of June 30, 2014 and December 31, 2013, carrying values of

non-performing loans are net of asset-specific reserves for loan losses of

$86.7 million and $317.0 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 June 30, 2014, we had non-performing loans with an aggregate carrying value of $94.0 million compared to non-performing loans of $203.6 million at December 31, 2013. Our non-performing loans decreased during the six months ended June 30, 2014 as we sold two non-performing loans and received title to properties that served as collateral in full satisfaction for other non-performing 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 $137.9 million as of June 30, 2014, or 9.8% of total loans, compared to $377.2 million or 23.5% at December 31, 2013. The reduction in the balance of the reserve was the result of $233.1 million of charge-offs associated with the resolutions of non-performing loans and $6.2 million of recoveries of loan losses during the six months ended June 30, 2014. For the six months ended June 30, 2014, the provision for loan losses includes recoveries of previously recorded loan loss reserves of $7.6 million offset by an increase of $1.4 million in the general reserve due primarily to new investment originations. 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 $98.1 million as of June 30, 2014, 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 June 30, 2014, asset-specific reserves decreased to $107.3 million compared to $348.0 million at December 31, 2013, primarily due to charge-offs on non-performing loans that were sold and non-performing loans where we took title to properties that served as collateral in full satisfaction of such 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. 42



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The general reserve increased to $30.6 million or 2.5% of performing loans as of June 30, 2014, compared to $29.2 million or 2.7% of performing loans at December 31, 2013. This increase was primarily attributable to the increase in the balance of performing loans, which was driven by new investment originations. Risk concentrations-As of June 30, 2014, our total investment portfolio, consisting of real estate, loans receivable and other lending investments and other investments, was comprised of the following property and collateral types ($ in thousands)(1): Property/Collateral Real Estate Operating % of Types Finance Net Lease Properties

Land Total Total Office / Industrial $ 108,603$ 966,838$ 351,095 $ - $ 1,426,536 27.1 % Land 65,182 - - 1,000,522 1,065,704 20.3 % Mixed Use / Mixed Collateral 502,327 - 241,523 - 743,850 14.1 % Entertainment / Leisure - 475,437 - - 475,437 9.0 % Hotel 254,349 136,080 53,893 - 444,322 8.4 % Retail 175,918 57,348 118,361 - 351,627 6.7 % Condominium 119,904 - 227,208 - 347,112 6.6 % Other Property Types 260,724 9,483 - - 270,207 5.1 % Strategic Investments - - - - 143,357 2.7 % Total $ 1,487,007$ 1,645,186$ 992,080$ 1,000,522$ 5,268,152 100.0 % Real Estate Operating % of Geographic Region Finance Net Lease Properties Land Total Total Northeast $ 606,917$ 374,487$ 155,166$ 196,587$ 1,333,157 25.4 % West 89,112 412,096 172,544 358,852 1,032,604 19.6 % Southeast 280,384 237,433 287,247 99,251 904,315 17.2 % Mid-Atlantic 174,468 177,110 142,280 186,068 679,926 12.9 % Southwest 120,872 219,683 182,831 134,265 657,651 12.5 % Central 89,848 67,239 49,254 9,501 215,842 4.1 % Northwest 23,286 80,858 2,758 15,998 122,900 2.3 % International(2) 91,904 - - - 91,904 1.7 % Various 10,216 76,280 - - 86,496 1.6 % Strategic Investments(2) - - - - 143,357 2.7 % Total $ 1,487,007$ 1,645,186$ 992,080$ 1,000,522$ 5,268,152 100.0 % 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 $55.4 million of international assets. Additionally, international and strategic investments include $98.1 million of European assets, including $74.0 million in Germany and $24.1 million in the United Kingdom.



Liquidity and Capital Resources

During the three months ended June 30, 2014, we funded investments totaling $167.1 million, comprised of $117.0 million of new originations and $50.1 million associated with ongoing developments and prior financing commitments. Also during the three months ended June 30, 2014, we received $170.2 million of proceeds from our portfolios, comprised of $115.5 million from repayments and sales of loans, $48.0 million from sales of operating properties and $6.7 million of proceeds across other segments. As of June 30, 2014, we had unrestricted cash of $356.5 million, which we expect to be used primarily to fund future investment activity. During the quarter ended June 30, 2014, we issued at par $1.32 billion of notes comprised of $550.0 million of 4.00% senior unsecured notes due November 2017 and $770.0 million of 5.00% senior unsecured notes due July 2019. Net proceeds from the offering, together with cash on hand, were used to fully extinguish and terminate our February 2013 Secured Credit Facility. The transaction allowed us to unencumber $2.0 billion of collateral, primarily comprised of net lease assets and performing loans. 43



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Further, it enhances our liquidity profile by enabling us to retain 100% of proceeds from asset repayments and sales associated with these previously encumbered assets rather than directing proceeds to repay the February 2013 Secured Credit Facility. As of June 30, 2014, we had $130.9 million of debt maturities due before June 30, 2015. Over the next 12 months, we currently expect to fund in the range of $175 million to $250 million of capital expenditures within our portfolio. The majority of these amounts relate to our land development activities and operating properties. The amount spent will depend on the pace of our development activities as well as the extent to which we strategically partner with others to complete these projects. 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 asset sales and raising capital through debt refinancings or equity capital transactions. As of June 30, 2014, we had unencumbered assets with a carrying value of approximately $4.8 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 continued to improve, 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 June 30, 2014 (see Note 8 of the Notes to the Consolidated Financial Statements). Amounts Due By Period Less Than 1 1 - 3 3 - 5 5 - 10 After 10 Total Year Years Years Years Years (in thousands) Long-Term Debt Obligations: Secured credit facilities $ 391,938 $ - $ 391,938 $ - $ - $ - Unsecured notes 3,326,890 105,765 1,301,125 1,150,000 770,000 - Secured term loans 278,261 33,632 18,544 26,100 197,058 2,927 Other debt obligations 100,000 - - - - 100,000 Total principal maturities 4,097,089 139,397 1,711,607 1,176,100 967,058 102,927

Interest Payable(1) 793,405 191,299 374,784 156,591 50,328 20,403 Operating Lease Obligations 34,584 5,719 9,880 10,719 6,809 1,457 Total(2) $ 4,925,078$ 336,415$ 2,096,271$ 1,343,410$ 1,024,195$ 124,787 Explanatory Notes:

_______________________________________________________________________________



(1) All variable-rate debt assumes a 3-month LIBOR rate of 0.22% and 1-month

LIBOR rate of 0.15%.

(2) We also have issued letters of credit totaling $3.7 million in connection

with 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. 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 "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. During the three months ended June 30, 2014, net proceeds from the issuances of our $550.0 million aggregate principal amount of 4.00% senior unsecured notes and $770.0 million aggregate principal amount of 5.00% senior unsecured notes, together with cash on hand, were used to fully repay and terminate the February 2013 Secured Credit Facility. The transaction supports our long-term strategy, which is becoming primarily an unsecured borrower. The refinancing allowed us to reduce our percentage of secured debt outstanding down to 16% of total debt from 49% prior to the transaction. Through the transaction, we also 44



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unencumbered $2 billion of collateral, which included more than $1.5 billion of net lease assets and performing loans. Furthermore, the transaction provides us with additional liquidity as we will now retain 100% of proceeds from the sales and repayments of these previously encumbered assets rather than directing them to repay the February 2013 Secured Credit Facility. From February 2013 through full payoff in June 2014, we made cumulative amortization repayments of $388.5 million. Amortization repayments made during the three and six months ended June 30, 2014 resulted in losses on early extinguishment of debt of $0.3 million and $1.1 million, respectively related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid. In connection with the repayment and termination of the facility, we recorded a loss on early extinguishment of debt of $22.8 million related to unamortized discounts and financing fees at the time of refinancing. These amounts were included in "Loss on extinguishment of debt, net" on our Consolidated Statements of Operations. 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. 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. We may also make optional prepayments, subject to prepayment fees. The 2012 Tranche A-1 Facility was fully repaid in August 2013. Repayments of the 2012 Tranche A-1 Facility prior to scheduled amortization dates resulted in losses on early extinguishment of debt of $1.3 million and $4.2 million during the three and six months ended June 30, 2013 related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid. These amounts were included in "Loss on extinguishment of debt, net" on our Consolidated Statements of Operations. Additionally, through June 30, 2014, we made cumulative amortization repayments of $78.1 million on the 2012 Tranche A-2 Facility. For the three and six months ended June 30, 2014, repayments of the 2012 Tranche A-2 Facility prior to maturity resulted in losses on early extinguishment of debt of $0.6 million and $0.9 million related to the accelerated amortization of discounts and unamortized deferred financing fees on the portion of the facility that was repaid. These amounts were included in "Loss on extinguishment of debt" on our Consolidated Statements of Operations. Unsecured Notes-In June 2014, we issued $550.0 million aggregate principal amount of 4.00% senior unsecured notes due November 2017 and $770.0 million aggregate principal amount of 5.00% senior unsecured notes due July 2019. Net proceeds from these transactions, together with cash on hand, were used to fully repay and terminate the February 2013 Secured Credit Facility which had an outstanding balance of $1.32 billion. Encumbered/Unencumbered Assets-As of June 30, 2014 and December 31, 2013, the carrying value of our encumbered and unencumbered assets by asset type are as follows ($ in thousands): As of June 30, 2014 December 31, 2013 Encumbered Unencumbered Encumbered Unencumbered Assets Assets Assets Assets Real estate, net $ 609,121$ 2,132,269$ 1,644,463$ 1,151,718 Real estate available and held for sale 28,705 326,109 152,604 207,913 Loans receivable and other lending investments, net(1) 48,820 1,438,187 860,557 538,752 Other investments 20,369 221,192 24,093 183,116 Cash and other assets - 679,313 - 907,995 Total $ 707,015$ 4,797,070$ 2,681,717$ 2,989,494 Explanatory Note: _______________________________________________________________________________



(1) As of June 30, 2014 and December 31, 2013, the amounts presented exclude

general reserves for loan losses of $30.6 million and $29.2 million, respectively. 45



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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, 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 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 March 2012 Secured Credit Facilities permit us to distribute 100% of our REIT taxable income on an annual basis. We may not pay common dividends if we cease to qualify as a REIT. Our March 2012 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). 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 1-"Financial Statements-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 June 30, 2014, 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 Other Investments Real Estate Investments Total Performance-Based Commitments $ 262,220$ 6,295$ 36,011$ 304,526 Strategic Investments - - 46,362 46,362 Discretionary Fundings 5,000 - - 5,000 Total $ 267,220$ 6,295$ 82,373$ 355,888 Stock Repurchase Programs-On May 15, 2012, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to $20.0 million of our Common Stock from time to time in open market and privately negotiated purchases, including pursuant to one or more trading plans. In September 2013, our 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. There were no stock repurchases during the six months ended June 30, 2014. As of June 30, 2014, we 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. 46



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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. A summary of our critical accounting estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2013 in Management's Discussion and Analysis of Financial Condition. There have been no significant changes to our critical accounting estimates as of June 30, 2014. New Accounting Pronouncements-For a discussion of the impact of new accounting pronouncements on our financial condition or results of operations, see Note 3 of the Notes to the Consolidated Financial Statements. Item 3. Quantitative and Qualitative Disclosures about Market Risk There have been no material changes in Quantitative and Qualitative Disclosures About Market Risk for the first six months of 2014 as compared to the disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2013. See discussion of quantitative and qualitative disclosures about market risk under Item 7a-"Quantitative and Qualitative Disclosures about Market Risk," included in our Annual Report on Form 10-K for the year ended December 31, 2013. Item 4. Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company has formed a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis. The disclosure committee reports directly to the Company's Chief Executive Officer and Chief Financial Officer. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the disclosure committee and other members of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) or Rule 15d-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure. There have been no changes during the last fiscal quarter in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company's periodic reports. 47



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