DigitalBridge Group, Inc. 10-Q

Item 1. Financial Statements. DigitalBridge Group, Inc. Consolidated Balance Sheets (In thousands, except per share data) September 30, 2021 (Unaudited) December 31, 2020 Assets Cash and cash equivalents $ 1,277,733 $ 703,544 Restricted cash 87,551 67,772 Real estate, net 4,914,813 4,451,864 Loans receivable (at fair value) 112,252 36,798 Equity investments ($ 180,112 and $ 247,025 at fair value) 793,065 792,996 Goodwill 761,368 761,368 Deferred leasing costs and intangible assets, net 1,241,042 1,340,760 Assets held for disposition 5,470,027 11,237,319 Other assets ($ 1,179 and $ 99 at fair value) 739,603 784,912 Due from affiliates 45,527 23,227 Total assets $ 15,442,981 $ 20,200,560 Liabilities Debt, net $ 4,571,210 $ 3,930,989 Accrued and other liabilities ($ 0 and $ 128,057 at fair value) 951,882 1,034,282 Intangible liabilities, net 34,759 39,788 Liabilities related to assets held for disposition 3,831,563 7,886,516 Due to affiliates 228 601 Dividends and distributions payable 16,899 18,516 Total liabilities 9,406,541 12,910,692 Commitments and contingencies (Note 20) Redeemable noncontrolling interests 348,170 305,278 Equity Stockholders’ equity: Preferred stock, $ 0.01 par value per share; $ 947,500 and $ 1,033,750 liquidation preference; 250,000 shares authorized; 37,900 and 41,350 shares issued and outstanding 916,105 999,490 Common stock, $ 0.01 par value per share Class A, 949,000 shares authorized; 493,456 and 483,406 shares issued and outstanding 4,934 4,834 Class B, 1,000 shares authorized; 666 and 734 shares issued and outstanding 7 7 Additional paid-in capital 7,625,552 7,570,473 Accumulated deficit ( 6,557,621 ) ( 6,195,456 ) Accumulated other comprehensive income 66,880 122,123 Total stockholders’ equity 2,055,857 2,501,471 Noncontrolling interests in investment entities 3,515,888 4,327,372 Noncontrolling interests in Operating Company 116,525 155,747 Total equity 5,688,270 6,984,590 Total liabilities, redeemable noncontrolling interests and equity $ 15,442,981 $ 20,200,560 The accompanying notes are an integral part of the consolidated financial statements. 4 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues Property operating income $ 194,854 $ 98,522 $ 572,841 $ 185,688 Interest income 3,086 1,258 5,259 5,164 Fee income (from affiliates) 50,226 19,914 124,826 59,165 Other income ($ 3,124 , $ 2,485 , $ 4,551 and $ 8,538 from affiliates) 4,008 3,323 7,016 11,023 Total revenues 252,174 123,017 709,942 261,040 Expenses Property operating expense 80,226 37,544 237,228 72,505 Interest expense 39,895 29,999 117,613 69,935 Investment expense 7,263 4,489 20,027 9,228 Transaction-related costs 936 3,311 2,618 3,992 Depreciation and amortization 129,186 80,564 406,840 155,387 Impairment loss — 3,832 — 16,129 Compensation expense—cash and equity-based 55,933 36,400 182,918 119,084 Compensation expense—incentive fee and carried interest 31,736 912 39,969 912 Administrative expenses 28,933 16,551 75,234 57,129 Settlement loss — — — 5,090 Total expenses 374,108 213,602 1,082,447 509,391 Other income (loss) Other gain (loss), net 4,657 1,339 ( 31,734 ) ( 632 ) Equity method earnings (losses) 6,987 17,289 42,051 ( 309,575 ) Equity method earnings—carried interest 58,382 6,082 69,329 6,082 Loss from continuing operations before income taxes ( 51,908 ) ( 65,875 ) ( 292,859 ) ( 552,476 ) Income tax benefit 10,973 13,226 109,408 28,360 Loss from continuing operations ( 40,935 ) ( 52,649 ) ( 183,451 ) ( 524,116 ) Loss from discontinued operations ( 10,429 ) ( 308,581 ) ( 590,595 ) ( 2,960,164 ) Net loss ( 51,364 ) ( 361,230 ) ( 774,046 ) ( 3,484,280 ) Net income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 7,269 ( 2,158 ) 15,743 ( 2,316 ) Investment entities ( 124,301 ) ( 149,154 ) ( 443,547 ) ( 640,955 ) Operating Company 4,311 ( 22,651 ) ( 38,565 ) ( 287,308 ) Net income (loss) attributable to DigitalBridge Group, Inc. 61,357 ( 187,267 ) ( 307,677 ) ( 2,553,701 ) Preferred stock redemption (Note 9) 2,865 — 2,865 — Preferred stock dividends 17,456 18,517 54,488 56,507 Net income (loss) attributable to common stockholders $ 41,036 $ ( 205,784 ) $ ( 365,030 ) $ ( 2,610,208 ) Income (loss) per share—basic Loss from continuing operations per common share—basic $ ( 0.06 ) $ ( 0.08 ) $ ( 0.30 ) $ ( 0.99 ) Net income (loss) attributable to common stockholders per common share—basic $ 0.08 $ ( 0.44 ) $ ( 0.76 ) $ ( 5.51 ) Income (loss) per share—diluted Loss from continuing operations per common share—diluted $ ( 0.06 ) $ ( 0.08 ) $ ( 0.30 ) $ ( 0.99 ) Net income (loss) attributable to common stockholders per common share—diluted $ 0.08 $ ( 0.44 ) $ ( 0.76 ) $ ( 5.51 ) Weighted average number of shares Basic 485,833 471,739 480,165 474,081 Diluted 485,833 471,739 480,165 474,081 Dividends declared per common share $ — $ — $ — $ 0.11 The accompanying notes are an integral part of the consolidated financial statements. 5 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss $ ( 51,364 ) $ ( 361,230 ) $ ( 774,046 ) $ ( 3,484,280 ) Changes in accumulated other comprehensive income (loss) related to: Equity method investments ( 4,391 ) 4,385 ( 6,578 ) 3,397 Available-for-sale debt securities 1,615 ( 2,446 ) ( 331 ) ( 3,535 ) Cash flow hedges — ( 14 ) 1,285 ( 15 ) Foreign currency translation ( 35,739 ) 89,030 ( 112,626 ) 58,821 Net investment hedges — ( 414 ) — 21,001 Other comprehensive income (loss) ( 38,515 ) 90,541 ( 118,250 ) 79,669 Comprehensive loss ( 89,879 ) ( 270,689 ) ( 892,296 ) ( 3,404,611 ) Comprehensive income (loss) attributable to noncontrolling interests: Redeemable noncontrolling interests 7,269 ( 2,158 ) 15,743 ( 2,316 ) Investment entities ( 144,222 ) ( 94,401 ) ( 500,702 ) ( 593,452 ) Operating Company 2,539 ( 19,102 ) ( 44,395 ) ( 284,101 ) Comprehensive income (loss) attributable to stockholders $ 44,535 $ ( 155,028 ) $ ( 362,942 ) $ ( 2,524,742 ) The accompanying notes are an integral part of the consolidated financial statements. 6 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at December 31, 2019 $ 999,490 $ 4,878 $ 7,553,599 $ ( 3,389,592 ) $ 47,668 $ 5,216,043 $ 3,254,188 $ 456,184 $ 8,926,415 Cumulative effect of adoption of new accounting pronouncement (Note 2) — — — ( 3,187 ) — ( 3,187 ) ( 1,577 ) ( 349 ) ( 5,113 ) Net loss — — — ( 342,159 ) — ( 342,159 ) ( 21,749 ) ( 39,601 ) ( 403,509 ) Other comprehensive loss — — — — ( 31,414 ) ( 31,414 ) ( 28,859 ) ( 3,440 ) ( 63,713 ) Common stock repurchases — ( 127 ) ( 24,622 ) — — ( 24,749 ) — — ( 24,749 ) Equity awards issued, net of forfeitures — 76 12,114 — — 12,190 — 584 12,774 Shares canceled for tax withholdings on vested equity awards — ( 18 ) ( 5,051 ) — — ( 5,069 ) — — ( 5,069 ) Contributions from noncontrolling interests — — — — — — 87,736 — 87,736 Distributions to noncontrolling interests — — — — — — ( 55,829 ) ( 5,857 ) ( 61,686 ) Preferred stock dividends — — — ( 18,516 ) — ( 18,516 ) — — ( 18,516 ) Common stock dividends declared ($ 0.11 per share) — — — ( 52,854 ) — ( 52,854 ) — — ( 52,854 ) Reallocation of equity (Notes 2 and 10) — — ( 3,827 ) — ( 32 ) ( 3,859 ) — 3,859 — Balance at March 31, 2020 999,490 4,809 7,532,213 ( 3,806,308 ) 16,222 4,746,426 3,233,910 411,380 8,391,716 Net loss — — — ( 2,024,274 ) — ( 2,024,274 ) ( 470,052 ) ( 225,057 ) ( 2,719,383 ) Other comprehensive income — — — — 28,133 28,133 21,609 3,099 52,841 Redemption of OP Units for class A common stock — 2 1,421 — — 1,423 — ( 1,423 ) — Equity awards issued, net of forfeitures — 16 8,946 — — 8,962 296 584 9,842 Shares canceled for tax withholdings on vested equity awards — ( 6 ) ( 1,151 ) — — ( 1,157 ) — — ( 1,157 ) Contributions from noncontrolling interests — — — — — — 112,721 — 112,721 Distributions to noncontrolling interests — — — — — — ( 123,495 ) — ( 123,495 ) Preferred stock dividends — — — ( 18,516 ) — ( 18,516 ) — — ( 18,516 ) Reallocation of equity (Notes 2 and 10) — — ( 1,232 ) — 12 ( 1,220 ) 1,615 ( 395 ) — Balance at June 30, 2020 999,490 4,821 7,540,197 ( 5,849,098 ) 44,367 2,739,777 2,776,604 188,188 5,704,569 The accompanying notes are an integral part of the consolidated financial statements. 7 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at June 30, 2020 $ 999,490 $ 4,821 $ 7,540,197 $ ( 5,849,098 ) $ 44,367 $ 2,739,777 $ 2,776,604 $ 188,188 $ 5,704,569 Net loss — — — ( 187,267 ) — ( 187,267 ) ( 149,154 ) ( 22,651 ) ( 359,072 ) Other comprehensive income — — — — 32,239 32,239 54,753 3,549 90,541 Fair value of noncontrolling interest assumed in asset acquisition — — — — — — 366,136 — 366,136 Equity awards issued, net of forfeitures — 5 6,566 — — 6,571 148 668 7,387 Shares canceled for tax withholdings on vested stock awards — ( 2 ) ( 510 ) — — ( 512 ) — — ( 512 ) Warrant issuance (Note 10 ) — — 20,240 — — 20,240 — — 20,240 Costs of noncontrolling interests — — ( 6,287 ) — — ( 6,287 ) — — ( 6,287 ) Contributions from noncontrolling interests — — — — — — 1,101,099 — 1,101,099 Distributions to noncontrolling interests — — — — — — ( 63,511 ) — ( 63,511 ) Preferred stock dividends — — — ( 18,516 ) — ( 18,516 ) — — ( 18,516 ) Reallocation of equity (Notes 2 and 10) — — ( 655 ) — 4 ( 651 ) ( 336 ) 987 — Balance at September 30, 2020 $ 999,490 $ 4,824 $ 7,559,551 $ ( 6,054,881 ) $ 76,610 $ 2,585,594 $ 4,085,739 $ 170,741 $ 6,842,074 The accompanying notes are an integral part of the consolidated financial statements. 8 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at December 31, 2020 $ 999,490 $ 4,841 $ 7,570,473 $ ( 6,195,456 ) $ 122,123 $ 2,501,471 $ 4,327,372 $ 155,747 $ 6,984,590 Net loss — — — ( 246,290 ) — ( 246,290 ) ( 355,862 ) ( 27,896 ) ( 630,048 ) Other comprehensive loss — — — — ( 21,143 ) ( 21,143 ) ( 36,656 ) ( 2,433 ) ( 60,232 ) Deconsolidation of investment entities (Note 21) — — — — — — ( 22,413 ) — ( 22,413 ) Redemption of OP Units for class A common stock — — 16 — — 16 — ( 16 ) — Equity awards issued, net of forfeitures — 48 16,536 — — 16,584 308 1,308 18,200 Shares canceled for tax withholdings on vested equity awards — ( 11 ) ( 7,707 ) — — ( 7,718 ) — — ( 7,718 ) Contributions from noncontrolling interests — — — — — — 113,213 — 113,213 Distributions to noncontrolling interests — — — — — — ( 26,739 ) — ( 26,739 ) Preferred stock dividends — — — ( 18,516 ) — ( 18,516 ) — — ( 18,516 ) Reallocation of equity (Notes 2 and 10) — — ( 2,445 ) — 76 ( 2,369 ) 4,682 ( 2,313 ) — Balance at March 31, 2021 999,490 4,878 7,576,873 ( 6,460,262 ) 101,056 2,222,035 4,003,905 124,397 6,350,337 Net income (loss) — — — ( 122,744 ) — ( 122,744 ) 36,616 ( 14,980 ) ( 101,108 ) Other comprehensive income (loss) — — — — ( 15,818 ) ( 15,818 ) 7,805 ( 1,625 ) ( 9,638 ) Shares issued pursuant to settlement liability (Note 13) — 60 46,982 — — 47,042 — — 47,042 Deconsolidation of investment entities (Note 21) — — 2,028 — ( 1,482 ) 546 ( 202,887 ) — ( 202,341 ) Redemption of OP Units for class A common stock — — 1 — — 1 — ( 1 ) — Equity awards issued, net of forfeitures — 2 10,194 — — 10,196 308 1,067 11,571 Shares canceled for tax withholdings on vested equity awards — ( 13 ) ( 9,166 ) — — ( 9,179 ) — — ( 9,179 ) Contributions from noncontrolling interests — — — — — — 24,540 — 24,540 Distributions to noncontrolling interests — — — — — — ( 33,678 ) — ( 33,678 ) Preferred stock dividends — — — ( 18,516 ) — ( 18,516 ) — — ( 18,516 ) Reallocation of equity (Notes 2 and 10) — — ( 4,530 ) — ( 81 ) ( 4,611 ) — 4,611 — Balance at June 30, 2021 999,490 4,927 7,622,382 ( 6,601,522 ) 83,675 2,108,952 3,836,609 113,469 6,059,030 The accompanying notes are an integral part of the consolidated financial statements. 9 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Equity (Continued) (In thousands, except per share data) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests in Investment Entities Noncontrolling Interests in Operating Company Total Equity Balance at June 30, 2021 $ 999,490 $ 4,927 $ 7,622,382 $ ( 6,601,522 ) $ 83,675 $ 2,108,952 $ 3,836,609 $ 113,469 $ 6,059,030 Net income (loss) — — — 61,357 — 61,357 ( 124,301 ) 4,311 ( 58,633 ) Other comprehensive loss — — — — ( 16,822 ) ( 16,822 ) ( 19,921 ) ( 1,772 ) ( 38,515 ) Redemption of preferred stock (Note 9) ( 83,385 ) — ( 2,865 ) — — ( 86,250 ) — — ( 86,250 ) Deconsolidation of investment entities (Note 21) — — — — — — ( 149,515 ) — ( 149,515 ) Redemption of OP Units for cash and class A common stock — 5 1,085 — — 1,090 — ( 1,090 ) — Equity awards issued, net of forfeitures — 12 7,351 — — 7,363 308 903 8,574 Shares canceled for tax withholdings on vested stock awards — ( 3 ) ( 1,670 ) — — ( 1,673 ) — — ( 1,673 ) Contributions from noncontrolling interests — — — — — — 24,292 — 24,292 Distributions to noncontrolling interests — — — — — — ( 51,584 ) — ( 51,584 ) Preferred stock dividends — — — ( 17,456 ) — ( 17,456 ) — — ( 17,456 ) Reallocation of equity (Notes 2 and 10) — — ( 731 ) — 27 ( 704 ) — 704 — Balance at September 30, 2021 $ 916,105 $ 4,941 $ 7,625,552 $ ( 6,557,621 ) $ 66,880 $ 2,055,857 $ 3,515,888 $ 116,525 $ 5,688,270 The accompanying notes are an integral part of the consolidated financial statements. 10 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended September 30, 2021 2020 Cash Flows from Operating Activities Net loss $ ( 774,046 ) $ ( 3,484,280 ) Adjustments to reconcile net loss to net cash provided by operating activities: Amortization of discount and net origination fees on loans receivable and debt securities — ( 5,090 ) Paid-in-kind interest added to loan principal, net of interest received 8,492 ( 36,856 ) Straight-line rent income 9,339 ( 13,916 ) Amortization of above- and below-market lease values, net 5,151 ( 5,503 ) Amortization of deferred financing costs and debt discount and premium, net 56,494 31,061 Equity method losses 78,444 334,648 Distributions of income from equity method investments 3,072 92,445 Allowance for doubtful accounts 3,640 8,655 Impairment of real estate and related intangibles and right-of-use asset 359,996 1,946,786 Goodwill impairment — 594,000 Depreciation and amortization 498,513 439,463 Equity-based compensation 40,001 26,415 Unrealized settlement loss — 3,890 Gain on sales of real estate, net ( 49,232 ) ( 15,261 ) Payment of cash collateral on derivative — ( 771 ) Deferred income tax benefit ( 99,268 ) ( 10,602 ) Other loss, net 102,908 195,805 (Increase) decrease in other assets and due from affiliates ( 92,223 ) 10,344 Increase (decrease) in accrued and other liabilities and due to affiliates 35,026 ( 16,764 ) Other adjustments, net ( 4,895 ) ( 4,583 ) Net cash provided by operating activities 181,412 89,886 Cash Flows from Investing Activities Contributions to and acquisition of equity investments ( 411,593 ) ( 289,091 ) Return of capital from equity method investments 41,779 123,952 Acquisition of loans receivable and debt securities ( 68,453 ) — Net disbursements on originated loans ( 33,272 ) ( 180,756 ) Repayments of loans receivable 492,022 131,368 Acquisition of and additions to real estate, related intangibles and leasing commissions ( 608,155 ) ( 1,278,957 ) Proceeds from sales of real estate 363,436 258,440 Proceeds from paydown and maturity of debt securities 544 4,479 Cash and restricted cash assumed by buyer upon sale of hotel portfolio in receivership ( 35,098 ) — Proceeds from sale of equity investments 313,595 254,921 Investment deposits ( 343 ) ( 8,150 ) Proceeds from sale of corporate fixed assets 14,946 — Net receipts on settlement of derivatives 17,123 27,097 Acquisition of DBH, net of cash acquired, and payment of deferred purchase price — ( 32,500 ) Other investing activities, net ( 833 ) 7,274 Net cash provided by (used in) investing activities 85,698 ( 981,923 ) 11 Table of Contents DigitalBridge Group, Inc. Consolidated Statements of Cash Flows (Continued) (In thousands) (Unaudited) Nine Months Ended September 30, 2021 2020 Cash Flows from Financing Activities Dividends paid to preferred stockholders $ ( 56,105 ) $ ( 60,817 ) Dividends paid to common stockholders — ( 106,510 ) Repurchase of common stock — ( 24,749 ) Payment of offering costs — ( 2,962 ) Proceeds from issuance of exchangeable senior notes — 291,000 Repayment of senior notes ( 31,502 ) ( 370,998 ) Borrowings from corporate credit facility and securitized financing facility 345,000 600,000 Repayment of borrowings from corporate credit facility ( 45,000 ) ( 600,000 ) Borrowings from secured debt 1,150,909 33,407 Repayments of secured debt ( 1,103,172 ) ( 323,150 ) Payment of deferred financing costs ( 30,358 ) ( 8,530 ) Contributions from noncontrolling interests 203,059 1,353,866 Distributions to and redemptions by noncontrolling interests ( 129,790 ) ( 261,314 ) Contribution from Wafra (Note 10) — 253,575 Redemption of preferred stock ( 86,250 ) ( 402,855 ) Shares canceled for tax withholdings on vested equity awards ( 18,570 ) ( 6,738 ) Net cash provided by financing activities 198,221 363,225 Effect of exchange rates on cash, cash equivalents and restricted cash 590 3,500 Net increase (decrease) in cash, cash equivalents and restricted cash 465,921 ( 525,312 ) Cash, cash equivalents and restricted cash, beginning of period 963,008 1,424,698 Cash, cash equivalents and restricted cash, end of period $ 1,428,929 $ 899,386 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Nine Months Ended September 30, 2021 2020 Beginning of the period Cash and cash equivalents $ 703,544 $ 1,205,190 Restricted cash 67,772 674 Restricted cash included in assets held for disposition 191,692 218,834 Total cash, cash equivalents and restricted cash, beginning of period $ 963,008 $ 1,424,698 End of the period Cash and cash equivalents $ 1,277,733 $ 658,446 Restricted cash 87,551 66,944 Restricted cash included in assets held for disposition 63,645 173,996 Total cash, cash equivalents and restricted cash, end of period $ 1,428,929 $ 899,386 The accompanying notes are an integral part of the consolidated financial statements. 12 Table of Contents DigitalBridge Group, Inc. Notes to Consolidated Financial Statements September 30, 2021 (Unaudited) 1. Business and Organization DigitalBridge Group, Inc. or DBRG (together with its consolidated subsidiaries, the "Company") is a leading global investment firm with a focus on identifying and capitalizing on key secular trends in digital infrastructure. The Company is currently the only global real estate investment trust ("REIT") that owns, manages, and/or operates across all major infrastructure components of the digital ecosystem including data centers, cell towers, fiber networks and small cells . Effective June 22, 2021, the Company changed its name to DigitalBridge Group, Inc. (formerly Colony Capital, Inc.) and trades under the ticker symbol, DBRG, signifying the Company's transformation to digital infrastructure. At September 30, 2021, the Company has $ 49 billion of total assets under management, including both third party capital and the Company's balance sheet, of which $ 38 billion is dedicated to digital real estate and infrastructure. Organization The Company conducts all of its activities and holds substantially all of its assets and liabilities through its operating subsidiary, DigitalBridge Operating Company, LLC (the "Operating Company" or the "OP") . At September 30, 2021, the Company owned 90.5 % of the OP , as its sole managing member. The remaining 9.5 % is owned primarily by certain current and former employees of the Company as noncontrolling interests. The Company elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. Digital Transformation Significant healthcare and economic challenges arising from the coronavirus disease 2019 pandemic, or COVID-19, reinforced the critical role and the resilience of the digital infrastructure sector in a global economy that is increasingly reliant on telecommunications and data transmission. Accordingly, in the second quarter of 2020, the Company determined to accelerate its previously announced shift to a digitally-focused strategy in order to better position the Company for growth. This digital transformation requires a rotation of the Company's traditional non-digital assets into digital-focused investments. Following the successful exit of its hotel business in March 2021, the Company is now in the final stages of monetizing the remainder of its non-digital business to complete its digital transformation. This encompasses the Company's Wellness Infrastructure segment, and a substantial majority of the Company's other equity and debt ("OED") investments and its non-digital investment management ("Other IM") business, both of which previously resided in the Other segment. The Company's completed disposition of its hotel business, and pending disposition of its OED investments, Other IM business and Wellness Infrastructure segment each represents a strategic shift in the Company's business that has or is expected to have a significant effect on the Company’s operations and financial results, and accordingly, each has met the criteria as discontinued operations. For all current and prior periods presented, the related assets and liabilities, to the extent they have not been disposed at the respective balance sheet dates, are presented as assets and liabilities held for disposition on the consolidated balance sheets (Note 11) and the related operating results are presented as discontinued operations on the consolidated statements of operations (Note 12). Accelerating the Monetization of Wellness Infrastructure and Other Segments In September 2021 and June 2021, the Company entered into separate definitive agreements with third parties to sell (a) its Wellness Infrastructure business, that, along with other non-core assets, are held by the Company's subsidiary, NRF Holdco, LLC ("NRF Holdco"); and (b) a substantial majority of its OED investments and Other IM business. In assessing the recovery of assets classified as held for disposition and discontinued operations, in particular considering the sales price for the Wellness Infrastructure assets, and for the OED investments and Other IM business, the Company wrote down the carrying value of these assets by $ 645.6 million in aggregate, of which $ 294.2 million was attributable to the OP. This was recorded within impairment loss, equity method loss and other loss in discontinued operations, as discussed further in Note 11. 13 Table of Contents Consummation of these dispositions is subject to customary closing conditions, including third party consents and additionally, regulatory approvals in relation to OED and Other IM, with no financing conditions attached to both dispositions. There can be no assurance that these dispositions will close in the timeframe contemplated or on the terms anticipated, if at all. Wellness Infrastructure The Wellness Infrastructure business is composed of senior housing, skilled nursing facilities, medical office buildings, and hospitals. Other assets and obligations held by NRF Holdco include primarily: (i) the Company's equity interest in and management of its sponsored non-traded REIT, NorthStar Healthcare Income, Inc. ("NorthStar Healthcare"), debt securities collateralized largely by certain debt and preferred equity within the capital structure of the Wellness Infrastructure portfolio, limited partner interests in private equity real estate funds; and (ii) the 5.375% exchangeable senior notes, trust preferred securities and corresponding junior subordinated debt, all of which were issued by NRF Holdco and its subsidiaries. The sales price for 100% of the equity of NRF Holdco is $281.0 million, composed of $190.7 million in cash and $90.3 million unsecured promissory note (the "Seller Note"). The sale includes the acquirer's assumption of $2.6 billion of consolidated investment level debt, for which we own between 69.6% and 81.3% of the various healthcare portfolios, and $293.7 million of debt at NRF Holdco. The sales price will be adjusted for certain amounts contributed to, or distributed from, NRF Holdco prior to closing of the sale, with any adjustment to be applied pro rata to the cash portion and the Seller Note. The Seller Note matures five years from closing of the sale, accruing interest at a per annum rate of 6.5% in the period prior to two years from the closing date and 8.5% thereafter. OED and Other IM The OED investments and Other IM business that are under contract for sale are composed of the Company's interests in various non-digital real estate, real estate-related equity and debt investments, and the Company's general partner interests and management rights with respect to these assets. The aggregate sales price is approximately $535 million, subject to customary adjustments, including adjustments if consents with respect to certain assets cannot be obtained. Internalization of BrightSpire Capital, Inc. (NYSE: BRSP) In early April 2021, the Company and BRSP (formerly Colony Credit Real Estate, Inc. or CLNC) agreed to terminate the BRSP management agreement for a one-time termination payment of $102.3 million in cash. The transaction closed on April 30, 2021, resulting in the internalization of BRSP's management and operating functions (the "BRSP Internalization"), with certain of the Company's employees previously dedicated wholly or substantially to BRSP becoming employees of BRSP. In connection with the BRSP Internalization, BRSP's board of directors ceased to include Company-affiliated directors upon the expiration of such directors' terms in May 2021. The Company also entered into a stockholders agreement with BRSP, pursuant to which the Company agreed, for so long as the Company owns at least 10% of BRSP's outstanding common shares, to vote in BRSP director elections as recommended by BRSP’s board of directors at any stockholders' meeting that occurs prior to BRSP's 2023 annual stockholders' meeting. In addition, the Company is subject to customary standstill restrictions, including an obligation not to initiate or make stockholder proposals, nominate directors or participate in proxy solicitations, until the beginning of the advance notice window for BRSP's 2023 annual meeting. Except as aforementioned, the Company may vote its shares in its sole discretion in any votes of BRSP’s stockholders. The Company is prohibited from acquiring additional BRSP shares and currently holds a 29% equity ownership in BRSP following the sale of a portion of its BRSP shares in August 2021. Exit of the Hotel Business In March 2021, the Company completed the sale of its hotel business. Pursuant to an agreement entered into with a third party in September 2020 (as amended in October 2020, February 2021 and March 2021), the Company sold 100% of the equity in its hotel subsidiaries which held five of the six hotel portfolios in the Hospitality segment and its 55.6% equity interest in a portfolio of limited service hotels in the Other segment that was previously acquired through a consensual foreclosure (the "THL Hotel Portfolio"), composed of 197 hotel properties in aggregate. Two of the hotel portfolios that were sold in the Hospitality segment were held through joint ventures in which the Company held a 90% and a 97.5% interest, respectively. The aggregate selling price of $67.5 million represented a transaction value of approximately $2.8 billion, with the acquirer's assumption of $2.7 billion of consolidated investment-level debt. In September 2021, the remaining interests in the THL Hotel Portfolio held by investment vehicles managed by the Company were sold to the same buyer. Also in September 2021, the remaining portfolio in the Hospitality segment that was in receivership was sold by the lender for no proceeds to the Company. 14 Table of Contents 2. Summary of Significant Accounting Policies The significant accounting policies of the Company are described below. The accounting policies of the Company's unconsolidated ventures are substantially similar to those of the Company. Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. The portions of equity, net income and other comprehensive income of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements. A substantial portion of noncontrolling interests represents interests held by private investment funds or other investment vehicles managed by the Company and which invest alongside the Company, and membership interests in OP primarily held by certain employees of the Company. To the extent the Company consolidates a subsidiary that is subject to industry-specific guidance, the Company retains the industry-specific guidance applied by that subsidiary in its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and assumptions. Principles of Consolidation The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements. Variable Interest Entities —A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; and/or (iii) is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company also considers interests held by its related parties, including de facto agents. The Company assesses whether it is a member of a related party group that collectively meets the power and benefits criteria and, if so, whether the Company is most closely associated with the VIE. In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the amount and characteristics of its investment relative to the related party; the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, including the determination of which activities most significantly affect the entities’ performance, and estimates about the current and future fair values and performance of assets held by the VIE. Voting Interest Entities —Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities' voting interests or through other arrangements. 15 Table of Contents At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company's consolidation assessment. Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interest in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. However, if the consolidation represents an asset acquisition of a voting interest entity, the Company's existing interest in the acquired assets, if any, is not remeasured to fair value but continues to be carried at historical cost. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained. Noncontrolling Interests Redeemable Noncontrolling Interests —This represents noncontrolling interests in the Company's digital investment management business and in consolidated open-end funds sponsored by the Company. The noncontrolling interests either have redemption rights that will be triggered upon the occurrence of certain events (Note 10) or have the ability to withdraw all or a portion of their interests from the consolidated open-end funds in cash with advance notice. Redeemable noncontrolling interests is presented outside of permanent equity. Allocation of net income or loss to redeemable noncontrolling interests is based upon their ownership percentage during the period. The carrying amount of redeemable noncontrolling interests is adjusted to its redemption value at the end of each reporting period to an amount not less than its initial carrying value, except for amounts contingently redeemable which will be adjusted to redemption value only when redemption is probable. Such adjustments will be recognized in additional paid-in capital. Noncontrolling Interests in Investment Entities —This represents predominantly interests in consolidated investment entities held by private investment funds managed by the Company or held by third party joint venture partners. Allocation of net income or loss is generally based upon relative ownership interests held by equity owners in each investment entity, or based upon contractual arrangements that may provide for disproportionate allocation of economic returns among equity interests, including using a hypothetical liquidation at book value basis, where applicable and substantive. Noncontrolling Interests in Operating Company —This represents membership interests in OP held primarily by certain employees of the Company. Noncontrolling interests in OP are allocated a share of net income or loss in OP based on their weighted average ownership interest in OP during the period. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s membership units in OP ("OP Units") for cash based on the market value of an equivalent number of shares of class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis. At the end of each reporting period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP, as applicable. Business Combinations Definition of a Business —The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. If not, for an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction). A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique or scarce. To qualify as a business without outputs, the acquired assets would require an organized workforce with the necessary skills, knowledge and experience to perform a substantive process. Asset Acquisitions —For acquisitions that are not deemed to be businesses, the assets acquired are recognized based on their cost to the Company as the acquirer and no gain or loss is recognized. The cost of assets acquired in a group is allocated to individual assets within the group based on their relative fair values and does not give rise to goodwill. Transaction costs related to acquisition of assets are included in the cost basis of the assets acquired. Business Combinations —The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method. Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of 16 Table of Contents consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. Contingent Consideration —Contingent consideration is classified as a liability or equity, as applicable. Contingent consideration in connection with the acquisition of a business or a VIE is measured at fair value on acquisition date, and unless classified as equity, is remeasured at fair value each reporting period thereafter until the consideration is settled, with changes in fair value included in net income. Contingent consideration in connection with the acquisition of assets (and that is not a VIE) is generally recognized when the liability is considered both probable and reasonably estimable, as part of the basis of the acquired assets . Discontinued Operations If the disposition of a component, being an operating or reportable segment, business unit, subsidiary or asset group, represents a strategic shift that has or will have a major effect on the Company’s operations and financial results, the operating profits or losses of the component when classified as held for sale, and the gain or loss upon disposition of the component, are presented as discontinued operations in the statements of operations. A business or asset group acquired in connection with a business combination that meets the criteria to be accounted for as held for sale at the date of acquisition is reported as discontinued operations, regardless of whether it meets the strategic shift criterion. The pending dispositions of the Wellness Infrastructure segment and a substantial majority of the OED investments and Other IM business in the Other segment; disposition of the hotel business, composed of the Hospitality segment and the THL Hotel Portfolio in the Other segment in March 2021; and disposition of the bulk industrial portfolio in December 2020, all represent strategic shifts that have or are expected to have major effects on the Company’s operations and financial results, and have met the criteria as discontinued operations as of June 2021, March 2021, September 2020, and June 2019, respectively. Accordingly, for all prior periods presented, the related assets and liabilities are presented as assets and liabilities held for disposition on the consolidated balance sheets (Note 11) and the related operating results are presented as income (loss) from discontinued operations on the consolidated statements of operations (Note 12). Discontinued operations in prior periods include investments in the respective segments that have been disposed or otherwise resolved in those periods. Reclassifications Reclassifications were made related to discontinued operations as discussed in "—Discontinued Operations" above and to prior period segment reporting presentation as discussed in Note 19. Additionally, costs related to unconsummated transactions that were previously included within investment and servicing expense in prior periods have been reclassified into transaction-related costs on the consolidated statement of operations to conform to current period presentation. These reclassifications did not affect the Company's financial position, results of operations or cash flows. Adjustment to Accumulated Deficit On January 1, 2020, upon adoption of Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments— Credit Losses , the Company recorded a $ 5.1 million increase to accumulated deficit, composed of: (i) an $ 8.4 million increase to accumulated deficit, representing the Company's share of the cumulative effect adjustment of adopting the lifetime current expected credit loss model by its equity method investee, BRSP; partially offset by (ii) a $ 3.3 million decrease to accumulated deficit, reflecting the cumulative effect adjustment of the Company's election of the fair value option for all of its then outstanding loans receivable. Accounting Standards Pending Adoption Amendment to Lessor Accounting In July 2021, the FASB issued ASU No. 2021-5, Lessors—Certain Leases with Variable Lease Payments , which amends existing lease classification guidance for lessors to better reflect the economics of certain lease arrangements. The ASU requires a lease with variable lease payments that are not based upon a rate or index to be classified as an operating lease if classification as a direct financing lease or sales-type lease would have resulted in a loss to the lessor at lease commencement. A loss could have otherwise arisen even if the lease is expected to be profitable as the exclusion of these variable lease payments result in the recognition of a lower net investment in a lease relative to the carrying value of the underlying asset that is derecognized at the commencement of a direct financing or sales-type lease. Under the amended guidance, this uneconomic outcome is avoided because the classification as an operating lease does not result in a derecognition of the underlying asset by the lessor, and the recognition of variable lease payments earned and 17 Table of Contents depreciation expense on the underlying asset will partially offset in earnings over time. The ASU is effective January 1, 2022 and can be applied either retrospectively to leases that commenced or were modified upon adoption of Topic 842, Leases, or prospectively to new or modified leases. The Company, as lessor, does not currently have any leases that would be subject to this amendment. Accounting Standards Adopted in 2021 Income Tax Accounting In December 2019, the FASB issued ASU No. 2019-12, Simplifying Accounting for Income Taxes . The ASU simplifies accounting for income taxes by eliminating certain exceptions to the general approach in ASC 740, Income Taxes, and clarifies certain aspects of the guidance for more consistent application. The simplifications relate to intraperiod tax allocations when there is a loss in continuing operations and a gain outside of continuing operations, accounting for tax law or tax rate changes and year-to-date losses in interim periods, recognition of deferred tax liability for outside basis difference when investment ownership changes, and accounting for franchise taxes that are partially based on income. The ASU also provides new guidance that clarifies the accounting for transactions resulting in a step-up in tax basis of goodwill, among other changes. Transition is generally prospective, other than the provision related to outside basis difference which is on a modified retrospective basis with cumulative effect adjusted to retained earnings at the beginning of the period adopted, and franchise tax provision which is on either full or modified retrospective. The Company adopted the new guidance on January 1, 2021, with no resulting effect upon adoption. Accounting for Certain Equity Investments In January 2020, the FASB issued ASU No. 2020-01, Clarifying the Interactions between Topic 321 Investments—Equity Securities, Topic 323—Investments Equity Method and Joint Ventures, and Topic 815—Derivatives and Hedging . The ASU clarifies that if as a result of an observable transaction, an equity investment under the measurement alternative is transitioned into equity method and vice versa, an equity method investment is transitioned into measurement alternative, the investment is to be remeasured immediately before and after the transaction, respectively. The ASU also clarifies that certain forward contracts or purchased options to acquire equity securities that are not deemed to be derivatives or in-substance common stock will generally be measured using the fair value principles of ASC 321 before settlement or exercise, and that an entity should not be considering how it will account for the resulting investments upon eventual settlement or exercise. ASU No. 2020-01 is to be applied prospectively. The Company adopted the new guidance on January 1, 2021, with no resulting effect upon adoption. Accounting for Convertible Instruments and Contracts on Entity's Own Equity In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU (1) simplifies an issuer’s accounting for convertible instruments as a single unit of account; (2) allows more contracts on an entity’s own equity to qualify for equity classification and more embedded derivatives meeting the derivative scope exception; and (3) simplifies diluted earnings per share ("EPS") computation. • The guidance eliminates the requirement to separate embedded conversion features in convertible instruments, except for (1) a convertible instrument that contains features requiring bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument that was issued at a substantial premium. Separate accounting for embedded conversion features as an equity component under the cash conversion and beneficial conversion models has been eliminated. • Under the new guidance, certain conditions under Subtopic ASC 815-40 that may result in contracts being settled in cash rather than shares and therefore preclude (1) equity classification for contracts on an entity’s own equity; and (2) embedded derivatives from qualifying for the derivative scope exception, have been removed; for example, the requirement that equity contracts permit settlement in unregistered shares unless such contracts explicitly require settlement in cash if registered shares are unavailable. The guidance also clarifies that freestanding contracts on an entity’s own equity that do not qualify for equity classification under the indexation criteria (ASC 815-40-15) or settlement criteria (ASC 815-40-25) are to be measured at fair value through earnings, even if they do not meet the definition of a derivative under ASC 815. • The ASU also amends certain guidance on computation of diluted EPS for convertible instruments and contracts on an entity’s own equity that results in a more dilutive EPS, including (1) requiring the if converted method to be applied for all convertible instruments (the treasury stock method is no longer available), and (2) removing the 18 Table of Contents ability to rebut the presumption of share settlement for contracts that may be settled in cash or stock and that are not liability classified share based payments. • Expanded disclosures are required, including but not limited to, (1) terms and features of convertible instruments and contracts on entity’s own equity; and (2) information about events, conditions, and circumstances that could affect amount or timing of future cash flows related to these instruments or contracts; and in the period of adoption (3) nature of and reason for the change in accounting principle; and (4) effects of the change on EPS. Upon adoption, a one-time election may be made to apply the fair value option for any liability-classified convertible securities. Adoption of the new standard may be made either on a full retrospective approach or a modified retrospective approach, with cumulative effect adjustment recorded to beginning retained earnings. The Company early adopted the new guidance on January 1, 2021 using a modified retrospective approach, with no resulting effect upon adoption. 3. Acquisitions Asset Acquisitions Vantage SDC Hyperscale Data Centers In July 2020 and following an additional investment in October 2020, the Company, alongside fee bearing third party capital, invested $ 1.36 billion for an approximately 90 % equity interest in entities that hold Vantage Data Centers Holdings, LLC's ("Vantage") portfolio of 12 stabilized hyperscale data centers in North America and $ 2.0 billion of secured indebtedness (“Vantage SDC”). The remaining equity interest in Vantage SDC is held by the existing investors of Vantage, and together with the third party capital raised by the Company, represent noncontrolling interests. The Company's balance sheet investment is approximately $ 200 million or a 13 % equity interest in Vantage SDC. Vantage SDC is a carve-out from Vantage's data center business. The acquisition excluded Vantage's remaining portfolio of development-stage data centers and its employees, all of whom were retained by Vantage. The day-to-day operations of Vantage SDC continue to be managed by Vantage's existing management company in exchange for management fees, and subject to certain approval rights held by the Company and the co-investors in connection with material actions. The Company and its co-investors have also committed to acquire the future build-out of expansion capacity, along with lease-up of the expanded capacity and existing inventory, including those associated with an add-on acquisition to the Vantage SDC portfolio described below, the costs of which will be borne by the previous owners of Vantage SDC, for estimated payments of approximately $ 350 million. It is anticipated that most, if not all, of the payments will be funded by Vantage SDC from borrowings under its credit facilities and/or cash from operations. Pursuant to this arrangement, Vantage SDC entered into two tenant leases in 2021 related to a portion of the expansion capacity which triggered aggregate payments of $ 73.6 million. As part of the July 2020 acquisition, the Company had an option to purchase an additional data center in Santa Clara, California. In September 2021, the Company exercised the option and purchased the data center for $ 404.5 million in cash, funded through borrowings by Vantage SDC, and a deferred amount of $ 56.9 million to be paid upon future lease-up. All of these payments were made to the previous owners of Vantage SDC and are treated as asset acquisitions. zColo Colocation Data Centers In December 2020, the Company's DataBank subsidiary acquired zColo, the colocation business of Zayo Group Holdings, Inc. ("Zayo"), composed of 39 data centers in the U.S. and the U.K., for approximately $ 1.2 billion through a combination of debt and equity financing, including $ 0.5 billion of third party co-invest capital raised by the Company. The Company's balance sheet investment is $ 145 million ($ 188 million at the time of closing), which maintained the Company's 20 % equity interest in DataBank. Acquisition of zColo's remaining five data centers in France for $ 33.0 million closed in February 2021. Zayo is an anchor tenant within the zColo facilities and is a significant customer of DataBank. Acquisitions by DataBank In the third quarter of 2021, DataBank and its zColo portfolio each acquired a building in the U.S. for a combined $ 38.5 million, to be redeveloped into data centers. 19 Table of Contents Allocation of Consideration Transferred The following table summarizes the consideration and allocation to assets acquired, liabilities assumed and noncontrolling interests at acquisition. Consideration for asset acquisitions incorporates capitalized transaction costs, which may include incentive payments to employees for successful closing of the acquisitions. Asset Acquisitions 2021 2020 (In thousands) Vantage SDC Expansion Capacity and Add-On Acquisition Acquisitions by DataBank / zColo US zColo France Vantage SDC zColo US and UK Assets acquired and liabilities assumed Cash $ — $ — $ — $ — $ 266 Real estate 453,304 38,500 26,083 2,720,870 882,327 Intangible assets 81,728 — 8,702 765,137 303,119 Lease right-of-use ("ROU") and other assets — — 9,536 181,260 415,038 Debt — — — ( 2,060,307 ) — Intangible, lease and other liabilities ( 56,889 ) — ( 11,303 ) ( 82,350 ) ( 419,262 ) Fair value of net assets acquired $ 478,143 $ 38,500 $ 33,018 $ 1,524,610 $ 1,181,488 • Real estate was valued based upon (i) current replacement cost for buildings in an as-vacant state and improvements, estimated using construction cost guidelines; (ii) current replacement cost for data center infrastructure by applying an estimated cost per kilowatt based upon current capacity of each location and also considering the associated indirect costs such as design, engineering, construction and installation; (iii) recent comparable sales or current listings for land; and (iv) contracted price net of estimated selling costs for real estate held for sale. Useful lives of real estate acquired range from 30 to 50 years for buildings and improvements, 7 to 21 years for site improvements, 12 to 20 years for data center infrastructure, and 1 to 5 years for furniture, fixtures and equipment. • Lease-related intangibles for real estate acquisitions were composed of the following: • In-place leases reflect the value of rental income forgone if the properties had been acquired vacant, and the leasing commissions, legal and marketing costs that would have been incurred to lease up the properties, with remaining lease terms ranging between 3 and 15 years. • Above- and below-market leases represent the rent differential for the remaining lease term between contractual rents of acquired leases and market rents at the time of acquisition, discounted at rates between 6 % and 7.5 %, with remaining lease terms ranging between 2 and 15 years. • Tenant relationships represent the estimated net cash flows attributable to the likelihood of lease renewal by an existing tenant relative to the cost of obtaining a new lease, taking into consideration the estimated time it would require to execute a new lease or backfill a vacant space, discounted at rates between 5.5 % and 11.5 %, with estimated useful lives between 5 and 15 years. • Other intangible assets acquired were as follows: • Customer service contracts were valued based upon estimated net cash flows generated from the zColo customer service contracts that would have been forgone if such contracts were not in place, taking into consideration the time it would require to execute a new contract, with remaining term of the contracts ranging between 3 and 15 years. • Customer relationships were valued as the incremental net cash flows to the zColo business attributable to the in-place customer relationships, discounted at 10 %, with estimated useful life of 12 years. • Trade name of zColo was valued based upon estimated savings from avoided royalty at a rate of 1 %, discounted at 10.0 %, with useful life of 1 year. • Assembled workforce was valued based upon the estimated cost of recruiting and training new data center employees for zColo, with a 3 year useful life. • Other assets acquired and liabilities assumed include primarily lease ROU assets associated with leasehold data centers and corresponding lease liabilities. Lease liabilities were measured based upon the present value of future lease payments over the lease term, discounted at the incremental borrowing rate of the respective acquirees. • Assumed debt was valued based upon market rates and spreads that prevailed at the time of acquisition for debt with similar terms and remaining maturities. 20 Table of Contents Other Real Estate Asset Acquisitions Other real estate acquisitions include the following. Some of the acquired assets have been disposed, and all other remaining assets and associated liabilities were classified as held for disposition in 2021. • Hotel properties in France that are under receivership, for which the Company's bid was accepted by the French courts in 2019. The acquisitions closed throughout 2020 and 2021 for total purchase price of $ 37.9 million and $ 38.8 million, respectively, including $ 2.2 million and $ 3.4 million of assumed debt, respectively. This includes the acquisition of hotel operations pursuant to operating leases on hotels owned by third parties. • Office properties in the U.K. and Ireland in 2020, valued at approximately $ 33.0 million, including the assumption of approximately $ 125.0 million of debt. The Company had acquired a controlling equity interest in a borrower upon the borrower's default of an acquisition, development and construction ("ADC") loan, which was previously accounted for as an equity method investment. This resulted in the Company's acquisition of the borrower's real estate assets and assumption of its underlying mortgage debt, some of which is in default. 4. Real Estate The following table summarizes the Company's real estate held for investment. Real estate held for disposition is presented in Note 11. (In thousands) September 30, 2021 December 31, 2020 Land $ 206,296 $ 168,145 Buildings and improvements 1,221,810 966,839 Data center infrastructure 3,727,791 3,396,854 Construction in progress 76,683 38,210 5,232,580 4,570,048 Less: Accumulated depreciation ( 317,767 ) ( 118,184 ) Real estate assets, net $ 4,914,813 $ 4,451,864 Real Estate Depreciation Depreciation of real estate held for investment was $ 69.7 million and $ 36.6 million for the three months ended September 30, 2021 and 2020, respectively, and $ 211.3 million and $ 65.9 million for the nine months ended September 30, 2021 and 2020, respectively. Property Operating Income Components of property operating income are as follows, excluding amounts related to discontinued operations (Note 12). Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Lease income: Fixed lease income $ 153,173 $ 71,885 $ 454,560 $ 130,088 Variable lease income 22,065 15,075 68,152 20,871 175,238 86,960 522,712 150,959 Data center service revenue 19,616 11,562 50,129 34,729 $ 194,854 $ 98,522 $ 572,841 $ 185,688 For the nine months ended September 30, 2021, property operating income from a single tenant accounted for approximately 16.2 % of the Company's total revenues from continuing operations, or approximately 7.8 % based upon the Company's share of total revenues from continuing operations, net of amounts attributable to noncontrolling interests in investment entities. There was no similar tenant concentration in the nine months ended September 30, 2020. 21 Table of Contents 5. Equity Investments The Company's equity investments, excluding investments held for disposition (Note 11), are represented by the following: (In thousands) September 30, 2021 December 31, 2020 Equity method investments BRSP (1) $ 269,444 $ 356,772 Other investment ventures 13,220 16,160 Company-sponsored private funds (2) 314,773 173,039 Investments under fair value option — 28,540 597,437 574,511 Other equity investments Marketable securities 180,112 218,485 Other 15,516 — $ 793,065 $ 792,996 __________ (1) Excludes approximately 461,000 shares and 3.1 million units in BRSP held by NRF Holdco that are included in assets held for disposition (Note 11), of the Company's aggregate holdings of 38.5 million shares and units in BRSP at September 30, 2021 ( 47.9 million at December 31, 2020). (2) Includes unrealized carried interest of approximately $ 82.0 million at September 30, 2021 and $ 12.7 million at December 31, 2020, a portion of which is shared with certain employees. The Company's equity investments represent noncontrolling equity interests in various entities, primarily BRSP, interests in the Company's sponsored digital investment vehicles, and marketable securities held largely by private open-end digital funds sponsored and consolidated by the Company. For equity method investments, the liabilities of the investment entities may only be settled using the assets of these entities and there is no recourse to the general credit of the Company for the obligations of these entities. The Company is not required to provide financial or other support in excess of its capital commitments, where applicable, and its exposure is limited to its investment balance. The Company evaluates its equity method investments for other-than-temporary impairment ("OTTI") at each reporting period. Other than BRSP, OTTI was recorded only on equity method investments held for disposition, as discussed in Note 11. BRSP The Company owns a 29 % interest in BRSP at September 30, 2021 ( 36.4 % at December 31, 2020), accounted for under the equity method as it exercises significant influence over BRSP's operating and financial policies through its substantial ownership interest. The following discussion encompasses all of the Company's interest in BRSP, including such interest held by NRF Holdco that is presented as held for disposition and discontinued operations. Disposition —In August 2021, the Company sold 9,487,500 BRSP shares through a secondary offering by BRSP for net proceeds of approximately $ 81.8 million, after underwriting discounts. A net gain was recognized in equity method earnings within continuing operations of $ 7.6 million (including a proportion of basis difference associated with the BRSP shares disposed, as discussed below). OTTI —The Company determined there was no OTTI on its investment in BRSP in 2021. At September 30, 2021, the fair value of the Company's investment in BRSP, based upon its closing stock price of $ 9.39 per share, was in excess of its carrying value. In the second quarter of 2020, the Company had determined that its investment in BRSP was other-than-temporarily impaired and recorded an impairment charge, included in equity method losses, of $ 274.7 million, measured as the excess of carrying value of its investment in BRSP over market value of $ 336.5 million based upon BRSP's closing stock price of $ 7.02 per share on June 30, 2020. Basis Difference —The impairment charges recorded by the Company on its investment in BRSP in 2020 and 2019 resulted in a basis difference between the Company's carrying value of its investment in BRSP (based upon BRSP's share price at the time of impairment) and the Company's proportionate share of BRSP's book value of equity at the time of impairment. The impairment charges were applied to the Company's investment in BRSP as a whole and were not determined based upon an impairment assessment of individual assets held by BRSP. Therefore, the impairment charges were generally allocated on a relative fair value basis across BRSP's various investments. Accordingly, for any subsequent resolutions or write-downs taken by BRSP on these investments, the Company's share thereof is not recorded as an equity method loss but is applied to reduce the basis difference until such time the basis difference in 22 Table of Contents connection with the respective investments has been fully eliminated. Upon resolution of these investments by BRSP or upon the Company's disposition of its shares in BRSP, the basis difference related to resolved investments or the proportion of basis difference associated with the BRSP shares disposed is applied to calculate the Company's share of net gain or loss resulting from such resolution or disposition. The Company increased its share of net earnings or reduced its share of net losses from BRSP by $ 41.4 million and $ 21.9 million for the three months ended September 30, 2021 and 2020, respectively, and $ 100.5 million and $ 49.8 million for the nine months ended September 30, 2021 and 2020 , respectively, representing the basis difference allocated to investments that were resolved or impaired by BRSP during these periods and the basis difference proportionate to the Company's ownership in BRSP that was disposed in August 2021. The remaining basis difference at September 30, 2021 was $ 177.0 million. Investment and Lending Commitments Sponsored Funds— At September 30, 2021, the Company has unfunded commitments of $ 116.7 million to the Company's sponsored funds in its flagship digital opportunistic strategy, Digital Colony Partners, LP ("DCP I") and Digital Colony Partners II, LP ("DCP II"). Loan Receivable— The Company's DataBank subsidiary has a lending commitment to a borrower, the funding of which is contingent on the borrower meeting certain criteria such as agreed upon benchmarks, financial and operating metrics and approved budgets. At September 30, 2021, the unfunded lending commitment was $ 25.0 million, of which the Company's share was $ 5.0 million, net of amounts attributable to noncontrolling interests in investment entities. 6. Goodwill, Deferred Leasing Costs and Other Intangibles Goodwill Goodwill balance by reportable segment is as follows at September 30, 2021 and December 31, 2020. (In thousands) Balance by reportable segment: Digital Investment Management (1) $ 298,248 Digital Operating 463,120 $ 761,368 __________ (1) Goodwill of $ 140.5 million is deductible for income tax purposes. Deferred Leasing Costs, Other Intangible Assets and Intangible Liabilities Deferred leasing costs and identifiable intangible assets and liabilities, excluding those related to assets held for disposition, are as follows. September 30, 2021 December 31, 2020 (In thousands) Carrying Amount (Net of Impairment) (1) Accumulated Amortization (1) Net Carrying Amount (1) Carrying Amount (Net of Impairment) (1) Accumulated Amortization (1) Net Carrying Amount (1) Deferred Leasing Costs and Intangible Assets Deferred leasing costs and lease-related intangible assets (2) $ 1,144,710 $ ( 215,224 ) $ 929,486 $ 1,046,095 $ ( 81,547 ) $ 964,548 Investment management intangibles (3) 164,188 ( 55,690 ) 108,498 164,188 ( 35,405 ) 128,783 Customer relationships and service contracts (4) 218,080 ( 36,998 ) 181,082 217,808 ( 13,546 ) 204,262 Trade names 26,400 ( 9,621 ) 16,779 41,900 ( 4,713 ) 37,187 Other (5) 6,818 ( 1,621 ) 5,197 6,200 ( 220 ) 5,980 Total deferred leasing costs and intangible assets $ 1,560,196 $ ( 319,154 ) $ 1,241,042 $ 1,476,191 $ ( 135,431 ) $ 1,340,760 Intangible Liabilities Lease intangible liabilities (2) $ 44,080 $ ( 9,321 ) $ 34,759 $ 44,224 $ ( 4,436 ) $ 39,788 __________ (1) For intangible assets and intangible liabilities recognized in connection with business combinations, purchase price allocations may be subject to adjustments during the measurement period, not to exceed 12 months from date of acquisition, based upon new information obtained about facts and circumstances that existed at time of acquisition. Amounts are presented net of impairments and write-offs. 23 Table of Contents (2) Lease intangible assets are composed of in-place leases, above-market leases and tenant relationships. Lease-intangible liabilities are composed of below-market leases. (3) Composed of investment management contracts and investor relationships. (4) In connection with data center services provided in the colocation data center business. (5) Represents primarily the value of an acquired domain name and assembled workforce in an asset acquisition. Impairment of Identifiable Intangible Assets During the year ended December 31, 2020, an investment management contract was impaired by $ 3.8 million to a fair value of $ 4.0 million at the time of impairment. Fair value was based upon the revised future net cash flows over the remaining life of the contract, and represents fair value using Level 3 inputs. In 2021, impairment was recorded only on identifiable intangible assets held for disposition, as discussed in Note 11. Amortization of Intangible Assets and Liabilities The following table summarizes amortization of deferred leasing costs and finite-lived intangible assets and intangible liabilities, excluding amounts related to discontinued operations (Note 12): Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Net decrease to rental income (1) $ ( 726 ) $ ( 791 ) $ ( 2,169 ) $ ( 1,016 ) Amortization expense Deferred leasing costs and lease-related intangibles $ 40,251 $ 32,532 $ 126,418 $ 52,629 Investment management intangibles 8,056 6,185 20,284 19,049 Customer relationships and service contracts 7,671 2,919 23,421 9,912 Trade name 1,645 1,098 20,408 3,294 Other 477 22 1,405 66 $ 58,100 $ 42,756 $ 191,936 $ 84,950 __________ (1) Represents the net effect of amortizing above- and below-market leases. The following table presents the future amortization of deferred leasing costs and finite-lived intangible assets and intangible liabilities, excluding those related to assets and liabilities held for disposition. Year Ending December 31, (In thousands) Remaining 2021 2022 2023 2024 2025 2026 and Thereafter Total Net decrease to rental income $ ( 893 ) $ ( 1,401 ) $ ( 645 ) $ ( 522 ) $ ( 1,031 ) $ ( 62 ) $ ( 4,554 ) Amortization expense 59,690 159,737 142,691 115,032 103,467 621,112 1,201,729 24 Table of Contents 7. Restricted Cash, Other Assets and Other Liabilities Restricted Cash Restricted cash represents principally cash reserve accounts that are maintained pursuant to requirements under the respective agreements governing the various securitized debt of the Company and its subsidiaries. Other Assets The following table summarizes the Company's other assets: (In thousands) September 30, 2021 December 31, 2020 Straight-line rents $ 22,315 $ 8,991 Investment deposits and pending deal costs 736 33,802 Prefunded capital expenditures for Vantage SDC 28,468 48,881 Deferred financing costs, net (1) 1,516 1,186 Derivative assets 1,179 99 Prepaid taxes and deferred tax assets, net 51,293 49,729 Operating lease right-of-use asset, net (2) 365,846 363,829 Finance lease right-of-use asset, net 134,449 143,182 Accounts receivable, net (3) 67,157 50,808 Prepaid expenses 24,108 19,897 Other assets 24,284 43,262 Fixed assets, net 18,252 21,246 Total other assets $ 739,603 $ 784,912 __________ (1) Deferred financing costs relate to revolving credit arrangements. (2) Net of impairment of $ 9.4 million at December 31, 2020 for corporate office leases as the Company determined there is a reduced need for office space based upon the Company's current operations and has abandoned certain leased spaces. (3) Includes primarily receivables from tenants and is presented net of immaterial allowance for doubtful accounts, where applicable. Accrued and Other Liabilities The following table summarizes the Company's accrued and other liabilities: (In thousands) September 30, 2021 December 31, 2020 Deferred income (1) $ 24,601 $ 23,870 Interest payable 21,902 13,653 Derivative liabilities — 103,772 Current and deferred income tax liability 5,879 99,470 Operating lease liability 353,352 341,561 Finance lease liability 143,573 148,974 Accrued compensation 45,501 75,666 Accrued carried interest and incentive fee compensation 32,620 1,907 Accrued real estate and other taxes 15,808 6,658 Payable for Vantage SDC expansion capacity (Note 3) 115,713 — Accounts payable and accrued expenses 129,172 120,683 Other liabilities 63,761 98,068 Accrued and other liabilities $ 951,882 $ 1,034,282 __________ (1) Represents primarily prepaid rental income and deferred management fees from digital investment vehicles. Deferred management fees of $ 4.3 million at September 30, 2021 and $ 6.1 million at December 31, 2020 is expected to be recognized as fee income over a weighted average period of 4.2 years and 1.9 years, respectively. 25 Table of Contents Deferred Income Tax In the second quarter of 2021, the Company's DataBank subsidiary completed a restructuring of its operations to qualify as a REIT and anticipates electing REIT status for U.S. federal income tax purposes for the 2021 taxable year. As a REIT, DataBank would generally not be subject to U.S. federal income taxes on its taxable income to the extent that it annually distributes such taxable income to its stockholders and maintains certain asset and income requirements. However, DataBank would continue to be subject to U.S. federal income taxes on income earned by any of its taxable subsidiaries. DataBank recorded a net deferred tax benefit of $ 66.8 million in the second quarter of 2021, reflecting principally the write-off of its deferred tax liabilities. 8. Debt The Company's debt balance is composed of the following components, excluding debt related to assets held for disposition that is expected to be assumed by the counterparty upon disposition, which is included in liabilities related to assets held for disposition (Note 11). (In thousands) Securitized Financing Facility Convertible and Exchangeable Senior Notes Secured Debt Total Debt September 30, 2021 Debt at amortized cost Principal $ 300,000 $ 500,000 $ 3,821,240 $ 4,621,240 Premium (discount), net — ( 7,099 ) 19,358 12,259 Deferred financing costs ( 9,061 ) ( 2,046 ) ( 51,182 ) ( 62,289 ) $ 290,939 $ 490,855 $ 3,789,416 $ 4,571,210 December 31, 2020 Debt at amortized cost Principal $ — $ 531,502 $ 3,424,130 $ 3,955,632 Premium (discount), net — ( 8,310 ) 24,544 16,234 Deferred financing costs — ( 2,670 ) ( 38,207 ) ( 40,877 ) $ — $ 520,522 $ 3,410,467 $ 3,930,989 26 Table of Contents The following table summarizes certain key terms of the Company's debt. Fixed Rate Variable Rate Total ($ in thousands) Outstanding Principal Weighted Average Interest Rate (Per Annum) (1) Weighted Average Years Remaining to Maturity (2) Outstanding Principal Weighted Average Interest Rate (Per Annum) (1) Weighted Average Years Remaining to Maturity (2) Outstanding Principal Weighted Average Interest Rate (Per Annum) (1) Weighted Average Years Remaining to Maturity (2) September 30, 2021 Recourse Secured Fund Fee Revenue Notes (3) $ 300,000 3.93 % 5.0 $ — N/A — $ 300,000 3.93 % 5.0 Convertible and exchangeable senior notes (4) 500,000 5.45 % 2.9 — N/A N/A 500,000 5.45 % 2.9 800,000 — 800,000 Non-recourse Secured Debt Digital Operating 2,786,223 2.49 % 4.1 1,031,017 4.06 % 2.7 3,817,240 2.91 % 3.7 Corporate and Other — N/A N/A 4,000 1.23 % 1.8 4,000 1.23 % 1.8 2,786,223 1,035,017 3,821,240 $ 3,586,223 $ 1,035,017 $ 4,621,240 December 31, 2020 Recourse Convertible and exchangeable senior notes (4) $ 531,502 5.36 % 3.4 $ — N/A N/A $ 531,502 5.36 % 3.4 Secured debt (5) 32,815 5.02 % — — N/A N/A 32,815 5.02 % — 564,317 — 564,317 Non-recourse Secured Debt Digital Operating 2,132,852 2.54 % 4.8 1,093,991 5.92 % 4.4 3,226,843 3.69 % 4.7 Corporate and Other — N/A N/A 164,472 3.85 % 0.1 164,472 3.85 % 0.1 2,132,852 1,258,463 3,391,315 $ 2,697,169 $ 1,258,463 $ 3,955,632 __________ (1) Calculated based upon outstanding debt principal at balance sheet date. For variable rate debt, weighted average interest rate is calculated based upon the applicable index plus spread at balance sheet date. (2) Calculated based upon anticipated repayment dates for notes issued under securitization financing; otherwise based upon initial maturity dates, or extended maturity dates if extension criteria are met and extension is available at the Company's option. (3) Represent obligations of special-purpose subsidiaries of the OP as co-issuers and certain other special-purpose subsidiaries of DBRG, as further described below. (4) Excludes the 5.375 % exchangeable senior notes issued by NRF Holdco as they are classified as held for disposition (Note 11). (5) The fixed rate recourse debt was secured by the Company's aircraft and was repaid in January 2021 upon sale of the aircraft. Corporate Credit Facility In July 2021, the Company repaid the outstanding balance and terminated its corporate credit facility, which was replaced with the Company's new securitized financing facility, as discussed below. Prior to termination, the credit facility provided revolving commitments of $ 300 million based upon terms amended in May 2021 ($ 450 million at December 31, 2020), with the maximum amount available to be drawn limited by a borrowing base of certain investment assets, generally valued based upon a percentage of adjusted net book value or a multiple of base management fee EBITDA (as defined in the credit agreement). Advances under the credit facility accrued interest at a per annum rate equal to, at the Company’s election, either the 1-month London Interbank Offered Rate ("LIBOR") plus a margin of 2.75 %, or a base rate determined according to a prime rate or federal funds rate plus a margin of 1.75 %. Unused commitments under the credit facility were subject to a commitment fee of 0.35 % per annum. 27 Table of Contents Securitized Financing Facility In July 2021, special-purpose subsidiaries of the OP (the "Co-Issuers") issued $ 500 million aggregate principal amount of Series 2021-1 Secured Fund Fee Revenue Notes, composed of: (i) $ 300 million aggregate principal amount of 3.933 % Secured Fund Fee Revenue Notes, Series 2021-1, Class A-2 (the “Class A-2 Notes”); and (ii) up to $ 200 million Secured Fund Fee Revenue Variable Funding Notes, Series 2021-1, Class A-1 (the “VFN Notes” and, together with the Class A-2 Notes, the “Series 2021-1 Notes”). The VFN Notes allow the Co-Issuers to borrow on a revolving basis. The Series 2021-1 Notes were issued under an Indenture that allows the Co-Issuers to issue additional series of notes in the future, subject to certain conditions. The Series 2021-1 Notes represent obligations of the Co-Issuers and certain other special-purpose subsidiaries of DBRG, and neither DBRG, the OP nor any of its other subsidiaries are liable for the obligations of the Co-Issuers. The Series 2021-1 Notes are secured by investment management fees earned by subsidiaries of DBRG, equity interests in certain digital portfolio companies and limited partnership interests in certain digital funds managed by subsidiaries of DBRG, as collateral. The Class A-2 Notes bear interest at a rate of 3.933 % per annum, payable quarterly. The VFN Notes bear interest generally based upon 3-month LIBOR (or an alternate benchmark as set forth in the purchase agreement of the VFN Notes) plus 3 %. Unused amounts under the VFN Notes facility is subject to a commitment fee of 0.5 % per annum. The final maturity date of the Class A-2 Notes is in September 2051, with an anticipated repayment date in September 2026. The anticipated repayment date of the VFN Notes is in September 2024, subject to two one -year extensions at the option of the Co-Issuers. If the Series 2021-1 Notes are not repaid or refinanced prior to their anticipated repayment date, or such date is not extended for the VFN Notes, interest will accrue at a higher rate and the Series 2021-1 Notes will begin to amortize quarterly. The Series 2021-1 Notes may be optionally prepaid, in whole or in part, prior to their anticipated repayment dates. There is no prepayment penalty on the VFN Notes. However, prepayment of the Class A-2 Notes will be subject to additional consideration based upon the difference between the present value of future payments of principal and interest and the outstanding principal of such Class A-2 Note that is being prepaid; or 1 % of the outstanding principal of such Class A-2 Note that is being prepaid in connection with a disposition of collateral. The Indenture of the Series 2021-1 Notes contains various covenants, including financial covenants that require the maintenance of minimum thresholds for debt service coverage ratio and maximum loan-to-value ratio, as defined. As of the date of this filing, the Co-Issuers are in compliance with all of the financial covenants. Issuance of the Class A-2 Notes generated proceeds of $ 285.1 million, net of offering expenses and $ 5.4 million of interest reserve deposits. The Series 2021-1 Notes will provide funding for acquisition of digital infrastructure investments, satisfying commitments to sponsored funds, redemption or repayment of the Company's other higher cost corporate securities, and/or general corporate utilization. As of the date of this filing, the full $ 200 million under the VFN Notes is available to be drawn. 28 Table of Contents Convertible and Exchangeable Senior Notes Convertible and exchangeable senior notes (collectively, the senior notes) are composed of the following, each representing senior unsecured obligations of DigitalBridge Group, Inc. or a subsidiary as the respective issuers of the senior notes: Description Issuance Date Due Date Interest Rate (per annum) Conversion or Exchange Price (per share of common stock) Conversion or Exchange Ratio (in shares) (1) Conversion or Exchange Shares (in thousands) Earliest Redemption Date Outstanding Principal September 30, 2021 December 31, 2020 Issued by DigitalBridge Group, Inc. 5.00% Convertible Senior Notes April 2013 April 15, 2023 5.00 % $ 15.76 63.4700 12,694 April 22, 2020 $ 200,000 $ 200,000 3.875% Convertible Senior Notes January and June 2014 January 15, 2021 3.875 % 16.57 60.3431 1,901 January 22, 2019 — 31,502 Issued by DigitalBridge Operating Company, LLC 5.75% Exchangeable Senior Notes July 2020 July 15, 2025 5.750 % 2.30 434.7826 130,435 July 21, 2023 300,000 300,000 $ 500,000 $ 531,502 __________ (1) The conversion or exchange rate for the senior notes is subject to periodic adjustments to reflect certain carried-forward adjustments relating to common stock splits, reverse stock splits, common stock adjustments in connection with spin-offs and cumulative cash dividends paid on the Company's common stock since the issuances of the respective senior notes. The conversion or exchange ratios are presented in shares of common stock per $ 1,000 principal of each senior note. The senior notes mature on their respective due dates, unless earlier redeemed, repurchased, converted or exchanged, as applicable. The outstanding senior notes are convertible or exchangeable at any time by holders of such notes into shares of the Company’s common stock at the applicable conversion or exchange rate, which is subject to adjustment upon occurrence of certain events. To the extent certain trading conditions of the Company’s common stock are met, the senior notes are redeemable by the applicable issuer thereof in whole or in part for cash at any time on or after their respective earliest redemption dates at a redemption price equal to 100 % of the principal amount of such senior notes being redeemed, plus accrued and unpaid interest (if any) up to, but excluding, the redemption date. In the event of certain change in control transactions, holders of the senior notes have the right to require the applicable issuer to purchase all or part of such holder's senior notes for cash in accordance with terms of the governing documents of the respective senior notes. Repurchase and Repayment of Senior Notes The 3.875 % convertible senior notes were fully extinguished following a $ 31.5 million repayment upon maturity in January 2021 and a $ 371.0 million repurchase in the third quarter of 2020, primarily funded by net proceeds from the July 2020 issuance of the 5.75 % exchangeable senior notes by the OP. Exchange of Senior Notes into Common Shares In October 2021, DBRG and the OP entered into a privately negotiated exchange agreement (the "Early Exchange Agreement") with certain noteholders of the 5.75 % exchangeable notes. The parties to the Early Exchange Agreement agreed to an exchange transaction for which the original exchange ratio of 434.7826 shares per $1,000 of principal amount of notes was adjusted to account for savings on avoided future interest payments otherwise due to the noteholders. Pursuant to the Early Exchange Agreement, in October 2021, the Company exchanged approximately $ 44.0 million of the outstanding principal of the 5.75 % exchangeable notes into 20,040,072 shares of the Company's class A common stock and paid approximately $ 0.7 million for accrued but unpaid interest. Secured Debt These are primarily investment level financing, which are non-recourse to the Company, and secured by underlying commercial real estate or loans receivable. Digital Operating —In March 2021 and October 2020, DataBank and Vantage SDC, the Company's subsidiaries in the Digital Operating segment, raised $ 657.9 million and $ 1.3 billion of securitized notes at blended fixed rates of 2.32 % and 1.81 % per annum, with 5 -year and 6 -year maturities, respectively. In both instances, the proceeds were applied principally to refinance outstanding debt, which meaningfully reduced the overall cost of debt and extended debt maturities at DataBank and Vantage SDC. 29 Table of Contents In October 2021 and November 2021, DataBank and Vantage SDC each issued additional 5 -year securitized notes of $ 332 million and $ 530 million at blended fixed rates of 2.43 % and 2.17 % per annum, respectively. Proceeds will be used by DataBank to repay borrowings on its credit facility and finance future acquisitions, and by Vantage SDC to replace its current bridge financing and fund capital expenditures on its September 2021 add-on acquisition as well as to fund payments for future build-out and lease-up of expansion capacity. Other —In the third quarter of 2021, the Company entered into a $50.0 million credit facility to fund the acquisition of loans that are warehoused for a future securitization vehicle. 9. Stockholders’ Equity The table below summarizes the share activities of the Company's preferred and common stock. Number of Shares (In thousands) Preferred Stock Class A Common Stock Class B Common Stock Shares outstanding at December 31, 2019 41,350 487,044 734 Shares issued upon redemption of OP Units — 184 — Repurchase of common stock, net (1) — ( 12,733 ) — Equity awards issued, net of forfeitures — 9,721 — Shares canceled for tax withholding on vested equity awards — ( 2,554 ) — Shares outstanding at September 30, 2020 41,350 481,662 734 Shares outstanding at December 31, 2020 41,350 483,406 734 Redemption of preferred stock ( 3,450 ) — — Shares issued upon redemption of OP Units — 505 — Conversion of class B to class A common stock — 68 ( 68 ) Shares issued pursuant to settlement liability (1) — 5,954 — Equity awards issued, net of forfeitures — 6,198 — Shares canceled for tax withholding on vested equity awards — ( 2,675 ) — Shares outstanding at September 30, 2021 37,900 493,456 666 __________ (1) Shares repurchased in 2020 are presented net of reissuance of 964,160 shares of class A common stock in connection with a settlement liability. In 2021, the liability was settled through the reissuance of some of the repurchased shares that were held in a subsidiary (Note 13). Shares repurchased and not reissued were cancelled. Preferred Stock In the event of a liquidation or dissolution of the Company, preferred stockholders have priority over common stockholders for payment of dividends and distribution of net assets. The table below summarizes the preferred stock issued and outstanding at September 30, 2021: Description Dividend Rate Per Annum Initial Issuance Date Shares Outstanding (in thousands) Par Value (in thousands) Liquidation Preference (in thousands) Earliest Redemption Date Series H 7.125 % April 2015 11,500 115 $ 287,500 Currently redeemable Series I 7.15 % June 2017 13,800 138 345,000 June 5, 2022 Series J 7.125 % September 2017 12,600 126 315,000 September 22, 2022 37,900 $ 379 $ 947,500 All series of preferred stock are at parity with respect to dividends and distributions, including distributions upon liquidation, dissolution or winding up of the Company. Dividends on Series H, I and J of preferred stock are payable quarterly in arrears in January, April, July and October. Each series of preferred stock is redeemable on or after the earliest redemption date for that series at $ 25.00 per share plus accrued and unpaid dividends (whether or not declared) exclusively at the Company’s option. The redemption period for each series of preferred stock is subject to the Company’s right under limited circumstances to redeem the preferred stock earlier in order to preserve its qualification as a REIT or upon the occurrence of a change of control (as defined in the articles supplementary relating to each series of preferred stock). Preferred stock generally does not have any voting rights, except if the Company fails to pay the preferred dividends for six or more quarterly periods (whether or not consecutive). Under such circumstances, the preferred stock will be 30 Table of Contents entitled to vote, together as a single class with any other series of parity stock upon which like voting rights have been conferred and are exercisable, to elect two additional directors to the Company’s board of directors, until all unpaid dividends have been paid or declared and set aside for payment. In addition, certain changes to the terms of any series of preferred stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of each such series of preferred stock voting separately as a class for each series of preferred stock. Redemption of Preferred Stock In August 2021, the Company redeemed all of its outstanding 7.5 % Series G preferred stock for $ 86.8 million using proceeds from its securitized financing facility. In October 2021, the Company issued notices of redemption for 2,560,000 shares of its 7.125 % Series H preferred stock with redemption to be settled in November 2021 for approximately $ 64.4 million. In January 2020, the Company settled the December 2019 redemption of its outstanding Series B and Series E preferred stock for $ 402.9 million. All preferred stock redemptions are at $ 25.00 per share liquidation preference plus accrued and unpaid dividends prorated to their redemption dates. The excess or deficit of the $ 25.00 per share liquidation preference over the carrying value of the preferred stock redeemed results in an increase or decrease to net loss attributable to common stockholders, respectively. Common Stock Except with respect to voting rights, class A common stock and class B common stock have the same rights and privileges and rank equally, share ratably in dividends and distributions, and are identical in all respects as to all matters. Class A common stock has one vote per share and class B common stock has thirty-six and one-half votes per share. This gives the holders of class B common stock a right to vote that reflects the aggregate outstanding non-voting economic interest in the Company (in the form of OP Units) attributable to class B common stock holders and therefore, does not provide any disproportionate voting rights. Class B common stock was issued as consideration in the Company's acquisition in April 2015 of the investment management business and operations of its former manager, which was previously controlled by the Company's former Executive Chairman. Each share of class B common stock shall convert automatically into one share of class A common stock if the former Executive Chairman or his beneficiaries directly or indirectly transfer beneficial ownership of class B common stock or OP Units held by them, other than to certain qualified transferees, which generally includes affiliates and employees. In addition, each holder of class B common stock has the right, at the holder’s option, to convert all or a portion of such holder’s class B common stock into an equal number of shares of class A common stock. The Company suspended dividends on its class A common stock beginning with the second quarter of 2020. Payment of common dividends was previously subject to certain restrictions under the terms of the corporate credit facility, which was terminated in July 2021. The Company continues to monitor its financial performance and liquidity position, and will reevaluate its dividend policy as conditions improve. Common Stock Repurchases During the first quarter of 2020, the Company repurchased 12,733,204 shares of its class A common stock at an aggregate cost of $ 24.6 million, or a weighted average price of $ 1.93 per share, pursuant to a $ 300 million share repurchase program that expired in May 2020. Dividend Reinvestment and Direct Stock Purchase Plan The Company's Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) provides existing common stockholders and other investors the opportunity to purchase shares (or additional shares, as applicable) of the Company's class A common stock by reinvesting some or all of the cash dividends received on their shares of the Company's class A common stock or making optional cash purchases within specified parameters. The DRIP Plan involves the acquisition of the Company's class A common stock either in the open market, directly from the Company as newly issued common stock, or in privately negotiated transactions with third parties. There were no shares of class A common stock acquired under the DRIP Plan in the form of new issuances in 2021 and 2020. Accumulated Other Comprehensive Income (Loss) The following tables present the changes in each component of AOCI attributable to stockholders and noncontrolling interests in investment entities, net of immaterial tax effect. AOCI attributable to noncontrolling interests in Operating Company is immaterial. 31 Table of Contents Changes in Components of AOCI—Stockholders (In thousands) Company's Share in AOCI of Equity Method Investments Unrealized Gain (Loss) on AFS Debt Securities Unrealized Gain (Loss) on Cash Flow Hedges Foreign Currency Translation Gain (Loss) Unrealized Gain (Loss) on Net Investment Hedges Total AOCI at December 31, 2019 $ 9,281 $ 7,823 $ ( 226 ) $ 139 $ 30,651 $ 47,668 Other comprehensive income (loss) before reclassifications 3,053 395 ( 3 ) 13,961 15,821 33,227 Amounts reclassified from AOCI — ( 3,585 ) — 225 ( 925 ) ( 4,285 ) AOCI at September 30, 2020 $ 12,334 $ 4,633 $ ( 229 ) $ 14,325 $ 45,547 $ 76,610 AOCI at December 31, 2020 $ 17,718 $ 6,072 $ ( 233 ) $ 52,832 $ 45,734 $ 122,123 Other comprehensive income (loss) before reclassifications ( 2,948 ) ( 297 ) — ( 28,950 ) 1,313 ( 30,882 ) Amounts reclassified from AOCI ( 2,998 ) — 233 ( 20,221 ) ( 1,375 ) ( 24,361 ) AOCI at September 30, 2021 $ 11,772 $ 5,775 $ — $ 3,661 $ 45,672 $ 66,880 Changes in Components of AOCI—Noncontrolling Interests in Investment Entities (In thousands) Unrealized Gain (Loss) on Cash Flow Hedges Foreign Currency Translation Gain (Loss) Unrealized Gain (Loss) on Net Investment Hedges Total AOCI at December 31, 2019 $ ( 1,005 ) $ ( 17,913 ) $ 10,659 $ ( 8,259 ) Other comprehensive income (loss) before reclassifications ( 12 ) 43,170 5,313 48,471 Amounts reclassified from AOCI — ( 95 ) ( 873 ) ( 968 ) AOCI at September 30, 2020 $ ( 1,017 ) $ 25,162 $ 15,099 $ 39,244 AOCI at December 31, 2020 $ ( 1,030 ) $ 83,845 $ 15,099 $ 97,914 Other comprehensive loss before reclassifications — ( 58,995 ) — ( 58,995 ) Amounts reclassified from AOCI 1,030 810 — 1,840 AOCI at September 30, 2021 $ — $ 25,660 $ 15,099 $ 40,759 Reclassifications out of AOCI—Stockholders Information about amounts reclassified out of AOCI attributable to stockholders by component is presented below. Such amounts are included in other gain (loss) in both continuing and discontinued operations on the statements of operations, as applicable, except for amounts related to equity method investments, which are included in equity method losses in discontinued operations. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, Component of AOCI reclassified into earnings 2021 2020 2021 2020 Relief of basis of AFS debt securities $ — $ 41 $ — $ 3,585 Release of foreign currency cumulative translation adjustments — 21 20,221 ( 225 ) Unrealized gain on dedesignated net investment hedges — — — 552 Realized gain on net investment hedges — 373 1,375 373 Realized loss on cash flow hedges — — ( 233 ) — Release of equity in AOCI of equity method investments 2,998 — 2,998 — 32 Table of Contents 10. Noncontrolling Interests Redeemable Noncontrolling Interests The following table presents the activity in redeemable noncontrolling interests in the Company's digital investment management business, as discussed below, and in open-end funds sponsored and consolidated by the Company. Nine Months Ended September 30, (In thousands) 2021 2020 Redeemable noncontrolling interests Beginning balance $ 305,278 $ 6,107 Contributions 41,014 286,215 Distributions and redemptions ( 13,865 ) ( 2,775 ) Net income (loss) 15,743 ( 2,316 ) Ending balance $ 348,170 $ 287,231 Strategic Partnership in the Company's Digital Investment Management Business In July 2020, the Company formed a strategic partnership with affiliates of Wafra, Inc. (collectively, "Wafra"), a private investment firm and a global partner for alternative asset managers, in which Wafra made a minority investment in substantially all of the Company's digital investment management business (as defined for purposes of this transaction, the "Digital IM Business"). The investment entitles Wafra to participate in approximately 31.5 % of the net management fees and carried interest generated by the Digital IM Business. Pursuant to this strategic partnership, Wafra has assumed directly and also indirectly through a participation interest $ 124.9 million of the Company's commitments to DCP I, and has a $ 125.0 million commitment to DCP II that has been partially funded to-date. Wafra has also agreed to make commitments to the Company's future digital funds and investment vehicles on a pro rata basis with the Company based on Wafra's percentage interest in the Digital IM Business, subject to certain caps. In addition, the Company issued Wafra five warrants to purchase up to an aggregate of 5 % of the Company’s class A common stock ( 5 % at the time of the transaction, on a fully-diluted, post-transaction basis). Each warrant entitles Wafra to purchase up to 5,352,000 shares of the Company's class A common stock, with staggered strike prices between $ 2.43 and $ 6.00 for each warrant, exercisable until July 17, 2026. No warrants have been exercised to-date. Wafra paid cash consideration of $ 253.6 million at closing in exchange for its investment in the Digital IM Business and for the warrants. As previously agreed, Wafra paid additional consideration of $ 29.9 million in the Digital IM Business in April 2021 based upon the Digital IM Business having achieved a minimum run-rate of earnings before interest, tax, depreciation and amortization (as defined for the purpose of this computation) of $ 72.0 million as of December 31, 2020. The Compensation Committee of the Board of Directors has approved an allocation of 50 % of the contingent consideration received from Wafra as additional bonus compensation to management, to be paid on behalf of certain employees to fund a portion of their share of capital contributions to the DCP funds as capital calls are made for these funds. Compensation expense is recognized over time based upon an estimated timeline for deployment of capital by the funds, which will correspond to the timing of capital calls to be funded by the Company on behalf of management. Under certain circumstances following such time as the Digital IM Business comprises 90 % or more of the Company's assets, the Company has agreed to use commercially reasonable efforts to facilitate the conversion of Wafra's interest into shares of the Company's class A common stock. There can be no assurances that such conversion would occur or on what terms and conditions such conversion would occur, including whether such conversion, if it did occur in the future, would have any adverse impact on the Company, the Company’s stock price, governance and other matters. Wafra has customary minority rights and certain other structural protections designed to protect its interests, including redemption rights with respect to its investment in the Digital IM Business and its funded commitments in certain digital funds. Wafra's redemption rights will be triggered upon the occurrence of certain events, including key person or cause events under the governing documents of certain digital funds and for a limited period, upon Marc Ganzi, the Company's Chief Executive Officer, and Ben Jenkins, Chief Investment Officer of the Company's digital real estate and infrastructure platform, ceasing to fulfill certain time and attention commitments to the Digital IM business. To further enhance the alignment of interests, the Company entered into an amended and restated restrictive covenant agreement with each of Mr. Ganzi and Mr. Jenkins, pursuant to which they agreed to certain enhanced non-solicitation provisions and extension of the term of existing non-competition agreements. 33 Table of Contents Wafra’s investment provides the Company with permanent capital to pursue strategic digital infrastructure investments and further grow the Digital IM Business. Noncontrolling Interests in Operating Company Certain current and former employees of the Company directly or indirectly own interests in OP, presented as noncontrolling interests in the Operating Company. Noncontrolling interests in OP have the right to require OP to redeem part or all of such member’s OP Units for cash based on the market value of an equivalent number of shares of class A common stock at the time of redemption, or at the Company's election as managing member of OP, through issuance of shares of class A common stock (registered or unregistered) on a one -for-one basis. At the end of each period, noncontrolling interests in OP is adjusted to reflect their ownership percentage in OP at the end of the period, through a reallocation between controlling and noncontrolling interests in OP. Redemption of OP Units —The Company redeemed 505,367 OP Units during the nine months ended September 30, 2021 and 2,184,395 OP Units during the year ended December 31, 2020, with the issuance of an equal number of shares of class A common stock on a one -for-one basis. 11. Assets and Related Liabilities Held for Disposition Total assets and related liabilities held for disposition are summarized below, all of which relate to discontinued operations (Note 12). These assets and liabilities are composed of: (i) those held by NRF Holdco, predominantly related to Wellness Infrastructure assets and obligations; (ii) OED investments and intangible assets of the Other IM business, both of which previously resided in the Other segment; and (iii) prior to its disposition in March 2021, the Company's hotel business, with the remaining hotel portfolio that was in receivership sold by the lender in September 2021. (In thousands) September 30, 2021 December 31, 2020 Assets Restricted cash $ 63,645 $ 191,692 Real estate, net 3,814,809 8,179,025 Loans receivable 387,664 1,258,539 Equity and debt investments 791,418 944,483 Goodwill, deferred leasing costs and other intangible assets, net 144,048 275,954 Other assets 250,132 327,309 Due from affiliates 18,311 60,317 Total assets held for disposition $ 5,470,027 $ 11,237,319 Liabilities Debt, net (1) $ 3,443,376 $ 7,352,828 Lease intangibles and other liabilities 388,187 533,688 Total liabilities related to assets held for disposition $ 3,831,563 $ 7,886,516 __________ (1) Represents debt related to assets held for disposition if the debt is expected to be assumed by the acquirer upon sale or if the debt is expected to be extinguished through lender's assumption of underlying collateral, and includes debt that is in receivership, in payment default or not in compliance with certain debt covenants. Includes the 5.375 % exchangeable senior notes and junior subordinated debt (as described in Note 14) which are obligations of NRF Holdco as the issuer. Impairment of Assets Classified as Held for Disposition and Discontinued Operations Real Estate and Related Intangible Assets —Real estate classified as held for disposition and discontinued operations that has been written down and carried at fair value totaled $ 3.7 billion at September 30, 2021 and $ 4.7 billion at December 31, 2020, generally representing fair value using Level 3 inputs. Impairment of real estate and related intangibles held for disposition was a reversal of $ 8.2 million and a charge of $ 143.4 million for the three months ended September 30, 2021 and 2020, respectively, and charges of $ 354.1 million and $ 1.93 billion for the nine months ended September 30, 2021 and 2020, respectively, reflected in discontinued operations (Note 12). Properties that were written down to estimated fair value at the time they were classified as held for disposition in both years were valued using either estimated recoverable value, sales price, broker opinions of value, or third-party appraisals, and in certain cases, adjusted as deemed appropriate by management to account for the inherent risk associated with specific properties. The impairment assessment in 2020 also factored in the economic effects of 34 Table of Contents COVID-19 on real estate values. Fair value of these properties was generally reduced for estimated selling costs, ranging from 1 % to 3 % of fair value. For properties that were impaired prior to being classified as held for sale and discontinued operations, largely in 2020, impairment was attributed primarily to shortened hold period assumptions, particularly in the hotel and wellness infrastructure portfolios, driven by the Company's accelerated digital transformation in the second quarter of 2020, and/or to a lesser extent, decline in property operating performance, in part from the economic effects of COVID-19. Fair value of these properties was estimated based upon: (i) third party appraisals, (ii) broker opinions of value with discounts applied based upon management judgment, (iii) income capitalization approach, using net operating income for each property and applying capitalization rates between 10.0 % and 12.0 %; or (iv) discounted cash flow analyses with terminal values determined using terminal capitalization rates between 7.3 % and 11.3 %, and discount rates between 8.5 % and 9.5 %. The Company considered the risk characteristics of the properties and adjusted the capitalization rates and/or discount rates as applicable. Goodwill —Upon termination of the BRSP management contract on April 30, 2021, the Other IM goodwill balance of $ 81.6 million was fully written off as the remaining value of the Other IM reporting unit represented principally the BRSP management contract. The receipt of a one-time termination payment of $ 102.3 million at closing consequently resulted in a net gain of $ 20.7 million, recognized within other gain (loss) in discontinued operations (Note 12). The Company had previously recognized impairment loss on its Other IM goodwill of $ 79.0 million in the first quarter of 2020 and $ 515.0 million in the second quarter of 2020. In light of the economic effects of COVID-19 and the Company's acceleration of its digital transformation in the second quarter of 2020, both of which represented indicators of impairment, the Company's quantitative tests indicated that the carrying value of the Other IM reporting unit, including goodwill, was in excess of its estimated fair value at March 31, 2020 and at June 30, 2020. The remaining fair value of the Other IM reporting unit was determined to be principally in the BRSP management contract, as no value was ascribed to (a) the future capital raising potential of the non-digital credit and opportunity fund management business as it is no longer part of the Company's long-term strategy; and (b) the hypothetical contract of internally managing the Company's non-digital balance sheet assets following significant decreases in asset values in 2020. Other Intangible Assets —In the first quarter of 2021, investor relationship intangible asset in Other IM was impaired by $ 4.0 million (Note 12) to a fair value of $ 5.5 million at the time of impairment based upon estimated recoverable value in a potential monetization of the Company's Other IM business. During the year ended December 31, 2020, management contracts were impaired by $ 4.3 million to an aggregate fair value of $ 8.4 million at the time of impairment. Fair value was based upon the revised future net cash flows over the remaining life of the contracts, generally discounted at 10 %, and represent fair value using Level 3 inputs. Equity Method Investments —Impairment on equity method investments classified as held for disposition and discontinued operations was $ 125.3 million and $ 26.0 million in the three months ended September 30, 2021 and 2020, respectively, and $ 182.9 million and $ 49.1 million in the nine months ended September 30, 2021 and 2020, respectively, reflected within equity method losses in discontinued operations (Note 12). Equity method investments that were impaired and written down to fair value during the nine months ended September 30, 2021 and year ended December 31, 2020 totaled $ 496.0 million and $ 701.8 million, respectively, at the time of impairment, representing fair value using Level 3 inputs. Impairment recorded in 2021 was based upon estimated recoverable values, including ADC loans accounted for as equity method investments. Significant impairment was also recorded on these ADC loans in the fourth quarter of 2020, previously driven by reduced future cash flow streams expected from these investments, primarily taking into consideration a combination of lower land values, delayed leasing, and/or offer prices in the current market, generally discounted at rates between 10 % to 20 %. Other impairment charges during 2020 were generally determined using estimated recoverable values for investments resolved or sold, investment values based upon projected exit strategies, or fair values based upon discounted expected future cash flows from the investments. Assets Carried at Fair Value —These assets are composed of equity investments valued based upon NAV, and equity method investments and loans receivable for which the fair value option was elected. During the nine months ended September 30, 2021 when these assets were classified as held for disposition and discontinued operations, unrealized fair value losses were recognized in other loss of $ 3.1 million for equity investments and $ 94.3 million for loans receivable, and in equity method losses of $ 24.3 million for equity method investments (Note 12). Additional information is included in Note 13 under " —Level 3 Recurring Fair Values. " 35 Table of Contents 12. Discontinued Operations Discontinued operations represent the following: • Wellness Infrastructure —operations of the Wellness Infrastructure business, along with other non-core assets held by NRF Holdco, primarily: (i) the Company's equity interest in and management of NorthStar Healthcare, debt securities collateralized largely by certain debt and preferred equity within the capital structure of the Wellness Infrastructure portfolio, limited partnership interests in private equity real estate funds; as well as (ii) the 5.375 % exchangeable senior notes, trust preferred securities and corresponding junior subordinated debt, all of which were issued by NRF Holdco who acts as guarantor. • Other —operations of substantially all of the OED investments and Other IM business that were previously in the Other segment, composed of various non-digital real estate, real estate-related equity and debt investments, general partner interests and management rights with respect to these assets, management of BRSP prior to termination of its contract, and underlying compensation and administrative costs for managing these assets. • Hotel —operations of the Company's Hospitality segment and the THL Hotel Portfolio that was previously in the Other segment. In March 2021, the Company sold the equity in its hotel subsidiaries holding five of the six portfolios in the Hospitality segment, and the Company's 55.6 % interest in the THL Hotel Portfolio which was deconsolidated upon sale. The remaining hotel portfolio that was in receivership was sold by the lender in September 2021. • Industrial —operations of the bulk industrial portfolio prior to the sale of the Company's 50 % interest and deconsolidation in December 2020. Income (loss) from discontinued operations is presented below. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Revenues Property operating income $ 196,302 $ 297,594 $ 607,172 $ 939,962 Interest income 4,469 13,578 17,703 64,975 Fee income 12,248 24,006 46,348 71,800 Other income 5,437 8,523 23,963 19,194 Revenues from discontinued operations 218,456 343,701 695,186 1,095,931 Expenses Property operating expense 114,593 192,429 391,418 617,609 Interest expense 50,376 78,126 216,812 272,500 Transaction-related costs and investment expense 11,800 36,614 29,856 55,517 Depreciation and amortization 8,909 85,787 91,673 284,076 (Reversal of) impairment loss ( 8,210 ) 148,130 358,137 2,524,658 Compensation and administrative expense 21,901 25,646 74,617 62,626 Expenses from discontinued operations 199,369 566,732 1,162,513 3,816,986 Other income (loss) Gain on sale of real estate 514 12,248 49,232 15,261 Other gain (loss), net 98,286 ( 14,428 ) 40,262 ( 188,956 ) Equity method losses ( 125,565 ) ( 80,289 ) ( 189,824 ) ( 31,155 ) Loss from discontinued operations before income taxes ( 7,678 ) ( 305,500 ) ( 567,657 ) ( 2,925,905 ) Income tax expense ( 2,751 ) ( 3,081 ) ( 22,938 ) ( 34,259 ) Loss from discontinued operations ( 10,429 ) ( 308,581 ) ( 590,595 ) ( 2,960,164 ) Income (loss) from discontinued operations attributable to: Noncontrolling interests in investment entities ( 85,741 ) ( 120,299 ) ( 346,205 ) ( 581,204 ) Noncontrolling interests in Operating Company 7,177 ( 18,680 ) ( 23,354 ) ( 235,917 ) Income (loss) from discontinued operations attributable to DigitalBridge Group, Inc. $ 68,135 $ ( 169,602 ) $ ( 221,036 ) $ ( 2,143,043 ) 36 Table of Contents 13. Fair Value Recurring Fair Values The table below presents a summary of financial assets and financial liabilities carried at fair value on a recurring basis, including financial instruments for which the fair value option was elected, but excluding financial assets under the NAV practical expedient, categorized into the three tier fair value hierarchy that is prioritized based upon the level of transparency in inputs used in the valuation techniques, as follows: Level 1 —Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument. Level 3 —At least one assumption or input is unobservable and it is significant to the fair value measurement, requiring significant management judgment or estimate. Fair Value Measurement Hierarchy (In thousands) Level 1 Level 2 Level 3 Total September 30, 2021 Assets Marketable equity securities $ 180,112 $ — $ — $ 180,112 AFS debt securities held for disposition — — 37,108 37,108 Other assets—derivative assets — 1,179 — 1,179 Fair Value Option: Loans held for investment — — 112,252 112,252 Loans held for disposition — — 387,664 387,664 Equity method investments held for disposition — — 115,753 115,753 December 31, 2020 Assets Marketable equity securities $ 218,485 $ — $ — $ 218,485 AFS debt securities held for disposition — — 28,576 28,576 Other assets—derivative assets — 99 — 99 Fair Value Option: Loans held for investment — — 36,797 36,797 Loans held for disposition — — 1,258,539 1,258,539 Equity method investments — — 28,540 28,540 Equity method investments held for disposition — — 153,259 153,259 Liabilities Other liabilities — derivative liabilities — 103,772 — 103,772 Other liabilities—settlement liability — — 24,285 24,285 Marketable Equity Securities Marketable equity securities consist of publicly traded equity securities held largely by private open-end funds sponsored and consolidated by the Company, and prior to January 2021, equity investment in a third party mutual fund. The equity securities of the consolidated funds comprise listed stocks primarily in the U.S. and to a lesser extent, in Europe, and predominantly in the digital real estate and telecommunication sectors. These marketable equity securities are valued based upon listed prices in active markets and classified as Level 1 of the fair value hierarchy. Debt Securities The Company's investment in debt securities is composed of available-for-sale ("AFS") N-Star CDO bonds, which are subordinate bonds retained by NRF Holdco from its sponsored collateralized debt obligations ("CDOs"), and CDO bonds originally issued by NRF Holdco that it subsequently repurchased at a discount. These CDOs are collateralized primarily by commercial real estate debt and securities. 37 Table of Contents The following tables summarize the balance of the N-Star CDO bonds. Amortized Cost without Allowance for Credit Loss Allowance for Credit Loss Gross Cumulative Unrealized (in thousands) Gains Losses Fair Value September 30, 2021 $ 55,618 $ ( 24,882 ) $ 6,372 $ — $ 37,108 December 31, 2020 46,561 ( 24,688 ) 6,703 — 28,576 The N-Star CDO bonds are included in the pending sale of NRF Holdco. There were no sales of N-Star CDO bonds during the nine months ended September 30, 2021 and year ended December 31, 2020. These CDOs have long-dated stated maturities through 2037 and 2041, however, the Company expects the N-Star CDO bonds to have remaining future cash flows up to 2.3 years from September 30, 2021. Fair value of N-Star CDO bonds, classified as Level 3, are determined using an internal price interpolated based upon third party prices of the senior N-Star CDO bonds of the respective CDOs, and applying the Company's knowledge of the underlying collateral and recent trades, if any within the securitizations. Impairment of AFS Debt Securities AFS debt securities are considered to be impaired if their fair value is less than their amortized cost basis. If the Company intends to sell or is more likely than not required to sell the debt security before recovery of its amortized cost, the entire impairment amount is recognized in earnings within other gain (loss) as a write-off of the amortized cost basis of the debt security. If the Company does not intend to sell or is not more likely than not required to sell the debt security before recovery of its amortized cost, the credit component of the loss is recognized in earnings within other gain (loss) as an allowance for credit loss, which may be subject to reversal for subsequent recoveries in fair value. The non-credit loss component is recognized in other comprehensive income or loss ("OCI"). The allowance is charged off against the amortized cost basis of the security if in a subsequent period, the Company intends to or is more likely than not required to sell the security, or if the Company deems the security to be uncollectible. Changes in allowance for credit losses for AFS debt securities are presented below: Nine Months Ended September 30, (In thousands) 2021 2020 Allowance for credit losses Beginning balance $ 24,688 $ — Provision for credit losses 194 23,973 Ending balance $ 24,882 $ 23,973 Credit losses were determined based upon an analysis of the present value of contractual cash flows expected to be collected from the underlying collateral as compared to the amortized cost basis of the security. At September 30, 2021 and December 31, 2020, there were no AFS debt securities in unrealized loss position without allowance for credit loss. Derivatives The Company's derivative instruments generally consist of: (i) foreign currency put options, forward contracts and costless collars to hedge the foreign currency exposure of certain investments in foreign subsidiaries or equity method joint ventures (in EUR and in GBP), with notional amounts and termination dates based upon the anticipated return of capital from these investments; and (ii) interest rate caps to limit the exposure to changes in interest rates on various floating rate debt obligations (indexed primarily to LIBOR and to a lesser extent, EURIBOR and GBP LIBOR). These derivative contracts may be designated as qualifying hedge accounting relationships, specifically as net investment hedges and cash flow hedges, respectively. At September 30, 2021 and December 31, 2020, notional amounts aggregated to the equivalent of $ 184.9 million and $ 350.5 million, respectively, for foreign exchange contracts, and the equivalent of $ 2.8 billion and $ 4.6 billion, respectively, for interest rate contracts, all of which were composed predominantly of non-designated economic hedges. The derivative instruments are subject to master netting arrangements with counterparties that allow the Company to offset the settlement of derivative assets and liabilities in the same currency by instrument type or, in the event of default by the counterparty, to offset all derivative assets and liabilities with the same counterparty. Notwithstanding the conditions for right of offset may have been met, the Company presents derivative assets and liabilities with the same counterparty on a gross basis on the consolidated balance sheets. Realized and unrealized gains and losses on derivative instruments are recorded in other gain (loss) on the consolidated statement of operations, other than interest expense, as follows: 38 Table of Contents Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Foreign currency contracts: Realized gain transferred from AOCI to earnings $ — $ 414 $ 1,520 $ 414 Unrealized gain transferred from AOCI to earnings (1) — — — 1,485 Unrealized gain (loss) in earnings on non-designated contracts 1,457 ( 840 ) 1,129 ( 1,616 ) Interest rate contracts: Interest expense on designated contracts (2) — 6 ( 20 ) 12 Unrealized loss in earnings on non-designated contracts ( 13 ) ( 197 ) ( 248 ) ( 123 ) Realized loss transferred from AOCI to earnings — — ( 1,328 ) — __________ (1) The portion of derivative notional that is in excess of the beginning balance of the foreign denominated net investment is dedesignated upon a reassessment of the effectiveness of net investment hedges at period end. (2) Represents amortization of the cost of designated interest rate caps to interest expense based upon expected hedged interest payments on variable rate debt. Prior to January 2021, the Company had entered into a series of forward contracts on its shares in a third party real estate mutual fund in an aggregate notional amount of $ 119 million and a series of swap contracts with the same counterparty to pay the return of the Dow Jones U.S. Select REIT Total Return Index. The forward and swap contracts were settled upon expiration in January 2021 through delivery of all of the Company's shares in the mutual fund, realizing an immaterial net loss upon settlement. The forwards and swaps were not designated accounting hedges. At December 31, 2020, the forwards and swaps were in a liability position of $ 102.7 million and $ 0.1 million, respectively. During the three and nine months ended September 30, 2020, the forwards and swaps had realized and unrealized fair value losses totaling $ 0.2 million and gains totaling $ 27.0 million, respectively, which were partially offset by an increase in NAV of $ 2.3 million and a decrease in NAV of $ 20.0 million, respectively, in the Company's investment in the mutual fund, both of which were recorded in other income on the consolidated statement of operations. The Company's foreign currency and interest rate contracts are generally traded over-the-counter, and are valued using a third-party service provider. Quotations on over-the-counter derivatives are not adjusted and are generally valued using observable inputs such as contractual cash flows, yield curve, foreign currency rates and credit spreads, and are classified as Level 2 of the fair value hierarchy. Although credit valuation adjustments, such as the risk of default, rely on Level 3 inputs, these inputs are not significant to the overall valuation of the derivatives. As a result, derivative valuations in their entirety are classified as Level 2 of the fair value hierarchy. Settlement Liability In March 2020, the Company entered into a cooperation agreement with Blackwells Capital LLC ("Blackwells"), a stockholder of the Company. Pursuant to the cooperation agreement, Blackwells agreed to a standstill in its proxy contest with the Company, and to abide by certain voting commitments, including a standstill with respect to the Company until the expiration of the agreement in March 2030 and voting in favor of the Board of Directors' recommendations until the third anniversary of the agreement. Contemporaneously, the Company and Blackwells entered into a joint venture arrangement for the purpose of acquiring, holding and disposing of the Company's class A common stock. Pursuant to the arrangement, the Company contributed its class A common stock, valued at $ 14.7 million by the venture, and Blackwells contributed $ 1.47 million of cash that was then distributed to the Company, resulting in a net capital contribution of $ 13.23 million by the Company in the venture. All of the class A common stock held in the venture was repurchased by the Company in March 2020 (Note 9). Distributions from the joint venture arrangement upon dissolution effectively represent a settlement of the proxy contest with Blackwells. The initial fair value of the arrangement was recorded as a settlement loss on the statement of operations in March 2020, with a corresponding liability on the balance sheet, subject to remeasurement at each period end. The settlement liability represents the fair value of the disproportionate allocation of profits distribution to Blackwells pursuant to the joint venture arrangement. The profits are derived from dividend payments and appreciation in value of the Company's class A common stock, allocated between the Company and Blackwells based upon specified return hurdles. In June 2021, Blackwells terminated the arrangement and the joint venture was dissolved. The profits distribution allocated to Blackwells was valued at $ 47.0 million and paid in the form of 5.95 million shares of the Company's class A common stock, with $ 22.8 million recognized in 2021 through termination as other loss on the consolidated statement of operations. Prior to dissolution of the arrangement, the settlement liability, classified as a Level 3 fair value, was measured using a Monte Carlo simulation under a risk-neutral premise, assuming that the final distribution would occur at the end of the 39 Table of Contents third year in March 2023. At December 31, 2020, the settlement liability was valued at $ 24.3 million, applying the following assumptions: (a) expected volatility of the Company's class A common stock of 67.2 % based upon a combination of historical and implied volatility of the Company's class A common stock; (b) zero expected dividend yield given the Company's suspension of its common stock dividend beginning the second quarter of 2020; and (c) risk free rate of 0.14 % per annum based upon a compounded zero-coupon U.S. Treasury yield. During 2020, the settlement liability increased approximately $ 20.4 million from inception in March 2020, recorded as other loss on the consolidated statement of operations. Fair Value Option Equity Method Investments Equity method investments for which the fair value option was elected are carried at fair value on a recurring basis. Fair values are determined using either indicative sales price, NAV of the underlying funds, or discounted future cash flows based upon expected income and realization events of the underlying assets. Fair value of equity method investments are classified as Level 3 of the fair value hierarchy. Changes in fair value of equity method investments under the fair value option are recorded in equity method earnings (losses). Loans Receivable Loans receivable consist of mortgage loans, mezzanine loans and non-mortgage loans carried at fair value under the fair value option. Loans held for disposition are measured at their selling price. Fair value of loans held for investment is determined by comparing the current yield to the estimated yield of newly originated loans with similar credit risk or the market yield at which a third party might expect to purchase such investment, or based upon discounted cash flow projections of principal and interest expected to be collected, which include, but are not limited to, consideration of the financial standing of the borrower or sponsor as well as operating results and/or value of the underlying collateral. Loans that are 90 days or more past due as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status, all of which are held for disposition as presented in the table below. Such loans include distressed loan portfolios that are held for disposition, previously acquired by the Company at a discount (classified as purchased credit-impaired loans prior to the election of fair value option). September 30, 2021 December 31, 2020 (In thousands) Fair Value Unpaid Principal Balance Fair Value less Unpaid Principal Balance Fair Value Unpaid Principal Balance Fair Value less Unpaid Principal Balance 90 days or more past due or nonaccrual Loans held for disposition $ 224,274 $ 1,173,066 $ ( 948,792 ) $ 873,205 $ 2,159,538 $ ( 1,286,333 ) 40 Table of Contents Level 3 Recurring Fair Values Quantitative information about recurring Level 3 fair value assets are as follows. Valuation Technique Key Unobservable Inputs Input Value Effect on Fair Value from Increase in Input Value (2) Financial Instrument Fair Value (In thousands) Weighted Average (1) (Range) September 30, 2021 AFS debt securities held for disposition $ 37,108 Discounted cash flows Discount rate 23.4 % ( 5.8 % - 57.8 %) Decrease Fair Value Option: Loans held for investment 112,252 Discounted cash flows Discount rate 8.0 % ( 4.7 % - 11.3 %) Decrease Loans held for disposition 387,664 Transaction price (4) N/A N/A N/A Equity method investments held for disposition 1,553 NAV (3) N/A N/A N/A Equity method investments held for disposition 114,200 Transaction price (4) N/A N/A N/A December 31, 2020 AFS debt securities held for disposition $ 28,576 Discounted cash flows Discount rate 28.9 % ( 18.3 % - 57.8 %) Decrease Fair Value Option: Loans held for investment 36,797 Discounted cash flows Discount rate 8.7 % ( 7.2 % - 8.9 %) Decrease Loans held for disposition 1,258,539 Discounted cash flows Discount rate 13.3 % ( 6.9 % - 25.7 %) Decrease Equity method investments 28,540 Discounted cash flows Discount rate 30 % Decrease Equity method investments held for disposition 2,472 NAV (3) N/A N/A N/A Equity method investments held for disposition 8,383 Discounted cash flows Discount rate 19.3 % ( 19.0 % - 20.0 %) Decrease Equity method investments held for disposition 142,404 Transaction price (4) N/A N/A N/A __________ (1) Weighted average discount rates are calculated based upon undiscounted cash flows. (2) Represents the directional change in fair value that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the reverse effect. Significant increases or decreases in these inputs in isolation could result in significantly higher or lower fair value measures. (3) Fair value was estimated based upon underlying NAV of the respective funds on a quarter lag, adjusted as deemed appropriate by management, considering the cash flows provided by the general partners of the funds and the implied yields of the funds. (4) Based upon actual or indicative transaction values of the respective loans, investments or underlying assets of the investee. At December 31, 2020, acquisition price was deemed to approximate fair value for investee engaged in real estate development during the development stage. 41 Table of Contents The following table presents changes in recurring Level 3 fair value assets. Loans receivable and equity method investments under the fair value option are predominantly held for disposition. Realized and unrealized gains (losses) are included in AOCI for AFS debt securities and in other gain (loss) on the consolidated statement of operations for other assets carried at fair value. Fair Value Option (In thousands) AFS Debt Securities Loans Held for Investment and Held for Disposition Equity Method Investments (including Held for Disposition) Fair value at December 31, 2019 $ 54,859 $ — $ 222,875 Election of fair value option on January 1, 2020 — 1,556,131 — Reclassification of accrued interest on January 1, 2020 — 13,504 — Purchases, drawdowns, contributions and accretion 2,979 156,179 4,614 Paydowns, distributions and sales ( 4,542 ) ( 131,365 ) ( 900 ) Change in accrued interest and capitalization of paid-in-kind interest — 32,544 — Transfer to held for disposition — ( 42,985 ) — Allowance for credit losses ( 23,973 ) — — Realized and unrealized losses in earnings, net — ( 289,283 ) ( 66,418 ) Other comprehensive income (loss) (1) ( 1,425 ) 30,419 5,599 Fair value at September 30, 2020 $ 27,898 $ 1,325,144 $ 165,770 Net unrealized losses on instruments held at September 30, 2020 In earnings $ — $ ( 280,822 ) $ ( 66,418 ) In other comprehensive loss $ ( 1,425 ) N/A N/A Fair value at December 31, 2020 $ 28,576 $ 1,295,337 $ 181,799 Purchases, drawdowns, contributions and accretion 11,120 92,967 8 Paydowns, distributions and sales ( 2,063 ) ( 436,502 ) ( 18,128 ) Change in accrued interest and capitalization of paid-in-kind interest — 11,630 Change in accounting method for equity interest — — ( 27,626 ) Deconsolidation of investment entities (Note 21 ) — ( 341,577 ) — Allowance for credit losses ( 194 ) — — Realized and unrealized losses in earnings, net — ( 91,981 ) ( 13,846 ) Other — 4,834 — Other comprehensive loss (1) ( 331 ) ( 34,792 ) ( 6,454 ) Fair value at September 30, 2021 $ 37,108 $ 499,916 $ 115,753 Net unrealized losses on instruments held at September 30, 2021 In earnings $ — $ ( 42,148 ) $ ( 23,031 ) In other comprehensive loss $ ( 331 ) N/A N/A __________ (1) Amounts recorded in OCI for loans receivable and equity method investments represent foreign currency translation differences on the Company's foreign subsidiaries that hold the respective foreign currency denominated investments. 42 Table of Contents Investments Carried at Fair Value Using Net Asset Value Investments in Company-sponsored private fund and non-traded REIT, and limited partnership interest in a third party real estate private fund, all of which are held for disposition (Note 11), are valued using NAV of the respective vehicles. September 30, 2021 December 31, 2020 (In thousands) Fair Value Unfunded Commitments Fair Value Unfunded Commitments Private fund—real estate $ 12,064 $ 7,117 $ 15,680 $ 8,026 Non-traded REIT—real estate 26,041 — 18,272 — Private fund—emerging market private equity 2,172 — 2,224 — The Company's interests in the private funds are not subject to redemption, with distributions to be received through liquidation of underlying investments of the funds. The private funds each have eight and ten year lives, respectively, at inception, both of which may be extended in one year increments up to two years . No secondary market currently exists for shares of the non-traded REIT and the Company does not currently expect to seek liquidity of its shares of the non-traded REIT. Subject to then-existing market conditions, the board of directors of the non-traded REIT, along with the Company, as sponsor, are expected to consider alternatives for providing liquidity to the non-traded REIT shares beginning 2021, five years from completion of the offering stage, but with no definitive date by which it must do so. In addition, the Company has agreed that any right to have its shares redeemed is subordinated to third party stockholders for so long as its advisory agreement is in effect. Nonrecurring Fair Values The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for disposition or otherwise, write-down of asset values due to impairment. Impairment is discussed in Note 11 for real estate, Notes 5 and 11 for equity method investments, and Notes 6 and 11 for intangible assets, including goodwill. Fair Value Information on Financial Instruments Reported at Cost Carrying amounts and estimated fair value of financial instruments reported at amortized cost are presented below. Fair Value Measurements Carrying Value (In thousands) Level 1 Level 2 Level 3 Total September 30, 2021 Liabilities Debt at amortized cost Secured fund fee revenue notes $ — $ — $ 290,939 $ 290,939 $ 290,939 Convertible and exchangeable senior notes 1,055,861 — — 1,055,861 490,855 Secured debt — — 3,789,416 3,789,416 3,789,416 Debt related to assets held for disposition — — 3,443,376 3,443,376 3,443,376 December 31, 2020 Liabilities Debt at amortized cost Convertible and exchangeable senior notes $ 898,231 $ — $ — $ 898,231 $ 520,522 Secured debt — — 3,407,175 3,407,175 3,410,467 Debt related to assets held for disposition — 13,095 7,055,237 7,068,332 7,352,828 Debt —Senior notes were valued using the last trade price in active markets or unadjusted quoted price in non-active market for the senior note that is held for disposition. Fair value of the secured fund fee revenue notes and secured debt, including amounts held for disposition, was estimated by discounting expected future cash outlays at interest rates available to the Company for similar instruments. Junior subordinated debt that is held for disposition was valued based upon unadjusted quotations from a third party valuation firm, with such quotes derived using a combination of internal valuation models, comparable trades in non-active markets and other market data. Other —The carrying values of cash, accounts receivable, due from and to affiliates, interest payable and accounts payable approximate fair value due to their short term nature and credit risk, if any, are negligible. 43 Table of Contents 14. Variable Interest Entities A VIE is an entity that lacks sufficient equity to finance its activities without additional subordinated financial support from other parties, or whose equity holders lack the characteristics of a controlling financial interest. The following discusses the Company's involvement with VIEs where the Company is the primary beneficiary and consolidates the VIEs or where the Company is not the primary beneficiary and does not consolidate the VIEs. Operating Subsidiary The Company's operating subsidiary, OP, is a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds the majority of membership interest in OP, acts as the managing member of OP and exercises full responsibility, discretion and control over the day-to-day management of OP. The noncontrolling interests in OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of noncontrolling interest members (including by such a member unilaterally). The absence of such rights, which represent voting rights in a limited partnership equivalent structure, would render OP to be a VIE. The Company, as managing member, has the power to direct the core activities of OP that most significantly affect OP's performance, and through its majority interest in OP, has both the right to receive benefits from and the obligation to absorb losses of OP. Accordingly, the Company is the primary beneficiary of OP and consolidates OP. As the Company conducts its business and holds its assets and liabilities through OP, the total assets and liabilities of OP represent substantially all of the total consolidated assets and liabilities of the Company. Company-Sponsored Private Funds The Company sponsors private funds and other investment vehicles as general partner for the purpose of providing investment management services in exchange for management fees and performance-based fees. These private funds are established as limited partnerships or equivalent structures. Limited partners of the private funds do not have either substantive liquidation rights, or substantive kick-out rights without cause, or substantive participating rights that could be exercised by a simple majority of limited partners or by a single limited partner. Accordingly, the absence of such rights, which represent voting rights in a limited partnership, results in the private funds being considered VIEs. The nature of the Company's involvement with its sponsored funds comprise fee arrangements and equity interests. The fee arrangements are commensurate with the level of management services provided by the Company, and contain terms and conditions that are customary to similar at-market fee arrangements. Consolidated Company-Sponsored Private Funds —The Company currently consolidates sponsored private funds in which it has more than an insignificant equity interest in the fund as general partner. As a result, the Company is considered to be acting in the capacity of a principal of the sponsored private fund and is therefore the primary beneficiary of the fund. The Company’s exposure is limited to the value of its outstanding investment in the consolidated private funds of $ 50.5 million at September 30, 2021 and $ 46.5 million at December 31, 2020. The Company, as general partner, is not obligated to provide any financial support to the consolidated private funds. At September 30, 2021 and December 31, 2020, the consolidated private funds had total assets of $ 215.3 million and $ 172.2 million, respectively, and total liabilities of $ 59.7 million and $ 41.8 million, respectively, made up primarily of cash, marketable equity securities and unsettled trades. Unconsolidated Company-Sponsored Private Funds —The Company does not consolidate its sponsored private funds where it has insignificant direct equity interests or capital commitments to these funds as general partner. The Company may invest alongside certain of its sponsored private funds through joint ventures between the Company and these funds, or the Company may have capital commitments to its sponsored private funds that are satisfied directly through the co-investment joint ventures as an affiliate of the general partner. In these instances, the co-investment joint ventures are consolidated by the Company. As the Company's direct equity interests in its sponsored private funds as general partner absorb insignificant variability, the Company is considered to be acting in the capacity of an agent of these funds and is therefore not the primary beneficiary of these funds. The Company accounts for its equity interests in unconsolidated sponsored private funds under the equity method. The Company's maximum exposure to loss is limited to the carrying value of its investment in the unconsolidated sponsored private funds, totaling $ 362.4 million at September 30, 2021 and $ 214.4 million at December 31, 2020, included within equity and debt investments. Securitizations The Company previously securitized loans receivable and CRE debt securities using VIEs. Upon securitization, the Company had retained beneficial interests in the securitization vehicles, usually in the form of equity tranches or subordinate securities. The Company also acquired securities issued by securitization trusts that are VIEs. The securitization vehicles were structured as pass-through entities that receive principal and interest on the underlying mortgage loans and debt securities and distribute those payments to the holders of the notes, certificates or bonds issued 44 Table of Contents by the securitization vehicles. The loans and debt securities were transferred into securitization vehicles such that these assets are restricted and legally isolated from the creditors of the Company, and therefore are not available to satisfy the Company's obligations but only the obligations of the securitization vehicles. The obligations of the securitization vehicles did not have any recourse to the general credit of the Company and its other subsidiaries. Unconsolidated Securitizations —The Company does not consolidate the assets and liabilities of CDOs in which the Company has an interest but does not retain the collateral management function. NRF Holdco had previously delegated the collateral management rights for certain sponsored N-Star CDOs and third party-sponsored CDOs to a third party collateral manager or collateral manager delegate who is entitled to a percentage of the senior and subordinate collateral management fees. The Company continues to receive fees as named collateral manager or collateral manager delegate and retained administrative responsibilities. The Company determined that the fees paid to the third party collateral manager or collateral manager delegate represent a variable interest in the CDOs and that the third party is acting as a principal. The Company concluded that it does not have the power to direct the activities that most significantly impact the economic performance of these CDOs, which include but are not limited to, the ability to sell distressed collateral, and therefore the Company is not the primary beneficiary of such CDOs and does not consolidate these CDOs. The Company’s exposure to loss is limited to its investment in these unconsolidated CDOs, comprising CDO bonds, which aggregate to $ 30.7 million at September 30, 2021 and $ 21.9 million at December 31, 2020, as described further in Note 13. These CDOs are included within assets held for disposition on the consolidated balance sheet (Note 11). Trusts Wholly-owned subsidiaries of NRF Holdco that were formed as statutory trusts, NorthStar Realty Finance Trust I through VIII (the “Trusts”), previously issued trust preferred securities ("TruPS") in private placement offerings and used the proceeds to purchase junior subordinated notes to evidence loans made to NRF Holdco. The sole assets of the Trusts consist of a like amount of junior subordinated notes issued by the Issuer at the time of the offerings (the "Junior Notes"). Neither the Company nor the OP is an obligor or guarantor on the Junior Notes or the TruPS. NRF Holdco may redeem the Junior Notes at par, in whole or in part, for cash, after five years . To the extent NRF Holdco redeems the Junior Notes, the Trusts are required to redeem a corresponding amount of TruPS. The Company owns all of the common stock of the Trusts but does not consolidate the Trusts as the holders of the preferred securities issued by the Trusts are the primary beneficiaries of the Trusts. The Company accounts for its interest in the Trusts under the equity method and its maximum exposure to loss is limited to its investment carrying value of $ 3.7 million at September 30, 2021 and December 31, 2020. The Trusts are recorded as equity investments and the junior subordinated notes as debt, both classified as held for disposition on the consolidated balance sheet (Note 11). 45 Table of Contents 15. Earnings per Share The following table provides the basic and diluted earnings per common share computations: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2021 2020 2021 2020 Net loss allocated to common stockholders Loss from continuing operations $ ( 40,935 ) $ ( 52,649 ) $ ( 183,451 ) $ ( 524,116 ) Loss from continuing operations attributable to noncontrolling interests 34,157 34,984 96,810 113,458 Loss from continuing operations attributable to DigitalBridge Group, Inc. $ ( 6,778 ) $ ( 17,665 ) $ ( 86,641 ) $ ( 410,658 ) Income (loss) from discontinued operations attributable to DigitalBridge Group, Inc. 68,135 ( 169,602 ) ( 221,036 ) ( 2,143,043 ) Preferred stock redemption ( 2,865 ) — ( 2,865 ) — Preferred dividends ( 17,456 ) ( 18,517 ) ( 54,488 ) ( 56,507 ) Net income (loss) attributable to common stockholders 41,036 ( 205,784 ) ( 365,030 ) ( 2,610,208 ) Net income allocated to participating securities ( 736 ) — — ( 1,250 ) Net income (loss) allocated to common stockholders—basic 40,300 ( 205,784 ) ( 365,030 ) ( 2,611,458 ) Interest expense attributable to convertible and exchangeable notes (1) — — — — Net income (loss) allocated to common stockholders—diluted $ 40,300 $ ( 205,784 ) $ ( 365,030 ) $ ( 2,611,458 ) Weighted average common shares outstanding Weighted average number of common shares outstanding—basic 485,833 471,739 480,165 474,081 Weighted average effect of dilutive shares (1)(2)(3) — — — — Weighted average number of common shares outstanding—diluted 485,833 471,739 480,165 474,081 Income (Loss) per share—basic Loss from continuing operations $ ( 0.06 ) $ ( 0.08 ) $ ( 0.30 ) $ ( 0.99 ) Income (Loss) from discontinued operations 0.14 ( 0.36 ) ( 0.46 ) ( 4.52 ) Net income (loss) attributable to common stockholders per common share—basic $ 0.08 $ ( 0.44 ) $ ( 0.76 ) $ ( 5.51 ) Income (Loss) per share—diluted Loss from continuing operations $ ( 0.06 ) $ ( 0.08 ) $ ( 0.30 ) $ ( 0.99 ) Income (Loss) from discontinued operations 0.14 ( 0.36 ) ( 0.46 ) ( 4.52 ) Net income (loss) attributable to common stockholders per common share—diluted $ 0.08 $ ( 0.44 ) $ ( 0.76 ) $ ( 5.51 ) __________ (1) With respect to the assumed conversion or exchange of the Company's outstanding senior notes, the following are excluded from the calculation of diluted earnings per share as their inclusion would be antidilutive: (a) for the three months ended September 30, 2021 and 2020, the effect of adding back $ 7.6 million and $ 8.2 million of interest expense, respectively, and 144,259,100 and 126,454,900 of weighted average dilutive common share equivalents, respectively; and (b) for the nine months ended September 30, 2021 and 2020, the effect of adding back $ 23.3 million and $ 22.4 million of interest expense, respectively, and 144,363,600 and 67,774,600 of weighted average dilutive common share equivalents, respectively. (2) The calculation of diluted earnings per share excludes the effect of the following as their inclusion would be antidilutive: (a) class A common shares that are contingently issuable in relation to performance stock units (Note 17) with weighted average shares of 9,891,200 and 5,183,400 for the three months ended September 30, 2021 and 2020, respectively, and 11,170,700 and 4,250,400 for the nine months ended September 30, 2021 and 2020, respectively; and (b) class A common shares that are issuable to net settle the exercise of warrants (Note 10) with weighted average shares of 10,903,700 and 10,111,300 for the three and nine months ended September 30, 2021, respectively. (3) OP Units may be redeemed for registered or unregistered class A common stock on a one -for-one basis and are not dilutive. At September 30, 2021 and 2020, 51,955,100 and 53,076,700 of OP Units, respectively, were not included in the computation of diluted earnings per share for all periods presented. 46 Table of Contents 16. Fee Income The Company's digital real estate investment management platform manages capital on behalf of largely institutional investors in private funds and other investment vehicles for which the Company earns fee income. The following table presents the Company's fee income by type, excluding amounts classified as discontinued operations (Note 12): Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Management fees $ 47,719 $ 18,826 $ 115,185 $ 55,371 Incentive fees 1,313 — 6,396 — Other fee income 1,194 1,088 3,245 3,794 Total fee income—affiliates $ 50,226 $ 19,914 $ 124,826 $ 59,165 Management Fees — The Company earns management fees for the day-to-day operations and administration of its sponsored digital private funds and other digital investment vehicles, generally at an annual rate ranging from 0.3 % to 1.5 % of investors' committed capital during commitment or investment period, and thereafter, of contributed or invested capital. Incentive Fees —The Company earns incentive fees from various managed accounts based upon the performance of the respective accounts, subject to the achievement of specified return thresholds in accordance with the terms set out in their respective governing agreements. A portion of the incentive fees earned by the Company is allocable to senior management, investment professionals, and certain other employees of the Company, included in carried interest and incentive fee compensation expense. Other Fee Income —Other fees include primarily service fees for information technology, facilities and operational support provided to portfolio companies. 17. Equity-Based Compensation The Colony Capital, Inc. 2014 Omnibus Stock Incentive Plan (the "Equity Incentive Plan") provides for the grant of restricted stock, performance stock units ("PSUs"), Long Term Incentive Plan ("LTIP") units, restricted stock units ("RSUs"), deferred stock units ("DSUs"), options, warrants or rights to purchase shares of the Company's common stock, cash incentives and other equity-based awards to the Company's officers, directors (including non-employee directors), employees, co-employees, consultants or advisors of the Company or of any parent or subsidiary who provides services to the Company. Shares reserved for the issuance of awards under the Equity Incentive Plan are subject to equitable adjustment upon the occurrence of certain corporate events, provided that this number automatically increases each January 1st by 2 % of the outstanding number of shares of the Company’s class A common stock on the immediately preceding December 31st. At September 30, 2021, an aggregate 73.8 million shares of the Company's class A common stock were reserved for the issuance of awards under the Equity Incentive Plan. Restricted Stock — Restricted stock awards in the Company's class A common stock are granted to senior executives, directors and certain employees, generally subject to a service condition only, with annual time-based vesting in equal tranches over a three -year period. Restricted stock is entitled to dividends declared and paid on the Company's class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based on the Company's class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period. Restricted Stock Units — RSUs in the Company's class A common stock are subject to a performance condition. Vesting of performance-based RSUs occur upon achievement of certain Company-specific metrics over a performance measurement period. Only vested RSUs are entitled to accrued dividends declared and paid on the Company's class A common stock during the time period the RSUs are outstanding. Fair value of RSUs are based on the Company's class A common stock price on grant date. Equity-based compensation expense is recognized when it becomes probable that the performance condition will be met. Performance Stock Units — PSUs are granted to senior executives and certain employees, and are subject to both a service condition and a market condition. Following the end of the measurement period, the recipients of PSUs who remain employed will vest in, and be issued a number of shares of the Company's class A common stock, generally ranging from 0 % to 200 % of the number of PSUs granted and determined based upon the performance of the Company's class A common stock relative to that of a specified peer group over a three -year measurement period (such 47 Table of Contents measurement metric the "total shareholder return"). In addition, recipients of PSUs whose employment is terminated after the first anniversary of their PSU grant are eligible to vest in a portion of the PSU award following the end of the measurement period based upon achievement of the total shareholder return metric applicable to the award. PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period. Fair value of PSUs, including dividend equivalent rights, was determined using a Monte Carlo simulation under a risk-neutral premise, with the following assumptions: 2021 PSU Grants 2020 PSU Grants 2019 PSU Grants Expected volatility of the Company's class A common stock (1) 35.4 % 34.1 % 26.2 % Expected annual dividend yield (2) 0.0 % 9.3 % 8.5 % - 8.7 % Risk-free rate (per annum) (3) 0.3 % 0.4 % 2.2 % - 2.4 % __________ (1) Based upon the historical volatility of the Company's stock and those of a specified peer group. (2) Based upon the Company's expected annualized dividends. Expected dividend yield is zero for the 2021 PSU award as the Company suspended common dividends beginning with the second quarter of 2020. (3) Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the remaining measurement period of the award as of valuation date. Fair value of PSU awards, excluding dividend equivalent rights, is recognized on a straight-line basis over their measurement period as compensation expense, and is not subject to reversal even if the market condition is not achieved. The dividend equivalent right is accounted for as a liability-classified award. The fair value of the dividend equivalent right is recognized as compensation expense on a straight-line basis over the measurement period, and is subject to adjustment to fair value at each reporting period. LTIP Units — LTIP units are units in the Operating Company that are designated as profits interests for federal income tax purposes. Unvested LTIP units that are subject to market conditions do not accrue distributions. Each vested LTIP unit is convertible, at the election of the holder (subject to capital account limitation), into one common OP Unit and upon conversion, subject to the redemption terms of OP Units (Note 9). LTIP units issued have either (1) a service condition only, valued based upon the Company's class A common stock price on grant date; or (2) both a service condition and a market condition based upon the Company's class A common stock achieving target prices over predetermined measurement periods, subject to continuous employment to the time of vesting, and valued using a Monte Carlo simulation. The following assumptions were applied in the Monte Carlo model under a risk-neutral premise: 2020 LTIP Grant 2019 LTIP Grant (1) Expected volatility of the Company's class A common stock (2) 43.1 % 28.3 % Expected dividend yield (3) 0.0 % 8.1 % Risk-free rate (per annum) (4) 0.2 % 1.8 % __________ (1) Represents 10 million LTIP units granted to Marc Ganzi in connection with the Company's acquisition of Digital Bridge Holdings, LLC in July 2019, with vesting based upon achievement of the Company's class A common stock price closing at or above $ 10 over any 90 consecutive trading days prior to the fifth anniversary of the grant date. (2) Based upon historical volatility of the Company's stock and those of a specified peer group. (3) Based upon the Company's most recently issued dividend prior to grant date and closing price of the Company's class A common stock on grant date. Expected dividend yield is zero for the 2020 LTIP award as the Company suspended common dividends beginning with the second quarter of 2020. (4) Based upon the continuously compounded zero-coupon US Treasury yield for the term coinciding with the measurement period of the award as of valuation date. Equity-based compensation cost on LTIP units is recognized on a straight-line basis either over (1) the service period for awards with a service condition only; or (2) the derived service period for awards with both a service condition and a market condition, irrespective of whether the market condition is satisfied. The derived service period is a service period that is inferred from the application of the simulation technique used in the valuation of the award, and represents the median of the terms in the simulation in which the market condition is satisfied. Deferred Stock Units — Certain non-employee directors may elect to defer the receipt of annual base fees and/or restricted stock awards, and in lieu, receive awards of DSUs. DSUs awarded in lieu of annual base fees are fully vested on their grant date, while DSUs awarded in lieu of restricted stock awards vest one year from their grant date. DSUs are 48 Table of Contents entitled to a dividend equivalent, in the form of additional DSUs based on dividends declared and paid on the Company's class A common stock, subject to the same restrictions and vesting conditions, where applicable. Upon separation of service from the Company, vested DSUs will be settled in shares of the Company’s class A common stock. Fair value of DSUs are determined based on the price of the Company's class A common stock on grant date and recognized immediately if fully vested upon grant, or on a straight-line basis over the vesting period as equity based compensation expense and equity. Equity-based compensation expense, excluding amounts related to businesses presented as discontinued operations (Note 12), is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2021 2020 2021 2020 Compensation expense (including $ 50 , $ 358 , $ 1,164 and $ 1,221 related to dividend equivalent rights) $ 6,914 $ 4,997 $ 30,593 $ 16,439 Changes in the Company’s unvested equity awards are summarized below: Weighted Average Grant Date Fair Value Restricted Stock LTIP Units (1) DSUs RSUs (2) PSUs (3) Total PSUs All Other Awards Unvested shares and units at December 31, 2020 10,728,712 11,845,018 324,877 9,589,564 9,935,891 42,424,062 $ 2.78 $ 2.10 Granted 4,980,210 — 152,395 — 2,611,989 7,744,594 8.18 6.78 Vested ( 6,424,981 ) ( 1,383,762 ) ( 350,087 ) — ( 1,175,333 ) ( 9,334,163 ) 5.09 3.26 Forfeited ( 166,553 ) — — — ( 871,467 ) ( 1,038,020 ) 4.88 3.21 Unvested shares and units at September 30, 2021 9,117,388 10,461,256 127,185 9,589,564 10,501,080 39,796,473 3.69 2.59 __________ (1) Represents the number of LTIP units granted subject to vesting upon achievement of market condition. LTIP units that do not meet the market condition within the measurement period will be forfeited. (2) Represents the number of RSUs granted subject to vesting upon achievement of performance condition. RSUs that do not meet the performance condition at the end of the measurement period will be forfeited. (3) Number of PSUs granted does not reflect potential increases or decreases that could result from the final outcome of the total shareholder return measured at the end of the performance period. PSUs for which the total shareholder return was not met at the end of the performance period are forfeited. Fair value of equity awards that vested, determined based upon their respective fair values at vesting date, was $ 7.5 million and $ 1.4 million for the three months ended September 30, 2021 and 2020, respectively, and $ 61.1 million and $ 14.8 million for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021, aggregate unrecognized compensation cost for all unvested equity awards was $ 72.8 million, which is expected to be recognized over a weighted average period of 2.3 years. Awards Granted by Managed Companies Prior to the termination of the Company’s management agreement with BRSP on April 30, 2021, BRSP granted restricted stock to the Company and certain of the Company's employees ("managed company awards") that typically vest over a three -year period, subject to a service condition. Generally, the Company granted the managed company awards that it received in its capacity as manager to its employees with substantially the same terms and service requirements. Such grants were made at the discretion of the Company, and the Company may consult with the board of directors or compensation committee of BRSP as to final allocation of awards to its employees. Managed company awards granted to the Company, pending grant by the Company to its employees, are recognized based upon their fair value at grant date as other assets and other liabilities on the consolidated balance sheet. The deferred revenue liability is amortized into other income as the awards vest to the Company. Managed company awards granted to employees, either directly or through the Company, are recorded as other asset and other liability, and amortized on a straight-line basis as equity-based compensation expense and as other income, respectively, as the awards vest to the employees. The other asset and other liability associated with managed company awards granted to employees are subject to adjustment to fair value at each reporting period, with changes reflected in equity-based compensation and other income, respectively. 49 Table of Contents Equity-based compensation related to BRSP awards granted by the Company to its employees was accelerated in 2021 as the awards fully vested upon termination of the BRSP management contract in April 2021. Equity-based compensation was an expense of $ 5.3 million and expense reversal of $ 1.3 million for the nine months ended September 30, 2021 and 2020, respectively, with corresponding amounts recognized in other income. The expense reversal occurred due to a decrease in BRSP's stock price in 2020. Amounts recorded in both years are reflected within discontinued operations (Note 12). 18. Transactions with Affiliates Affiliates include (i) private funds and other investment vehicles that the Company manages or sponsors, and in which the Company may have an equity interest or co-invests with; (ii) the Company's investments in unconsolidated ventures; and (iii) directors, senior executives and employees of the Company (collectively, "employees"). Amounts due from and due to affiliates consist of the following, excluding amounts related to discontinued operations that are presented as assets held for sale (Note 11): (In thousands) September 30, 2021 December 31, 2020 Due from Affiliates Investment vehicles, portfolio companies and unconsolidated ventures Fee income $ 37,360 $ 17,141 Cost reimbursements and recoverable expenses 7,919 5,545 Employees and other affiliates 248 541 $ 45,527 $ 23,227 Due to Affiliates Employees and other affiliates $ 228 $ 601 Significant transactions with affiliates include the following: Fee Income —Fee income earned from investment vehicles that the Company manages and/or sponsors, and may have an equity interest or co-investment, are presented in Note 16, except for amounts included within discontinued operations (Note 12) and assets held for sale (Note 11). Cost Reimbursements— The Company receives reimbursements related largely to costs incurred in performing investment due diligence for funds and other investment vehicles managed by the Company. Such cost reimbursements, included in other income, totaled $ 3.1 million and $ 2.5 million for the three months ended September 30, 2021 and 2020, respectively, and $ 4.6 million and $ 8.5 million for the nine months ended September 30, 2021 and 2020, respectively. Reimbursements of direct and indirect operating costs for managing the operations of BRSP prior to April 30, 2021 and NorthStar Healthcare are reflected in other income within discontinued operations (Note 12) and related receivables are reflected as amounts due from affiliates within assets held for sale (Note 11). Recoverable Expenses— The Company pays organization and offering costs associated with the formation and capital raising of investment vehicles sponsored by the Company, for which the Company recovers from these investment vehicles up to specified thresholds, as applicable. NorthStar Healthcare Credit Facility— The Company provided NorthStar Healthcare with an unsecured revolving credit facility at market terms with a maximum principal amount of $ 35.0 million. In June 2021, the credit facility was extended from December 2022 to June 2023, with a six-month extension option. Advances under the credit facility accrue interest at LIBOR plus 3.5 %, with no commitment fee for the unused portion. The credit facility was fully drawn in April 2020, reflected as amounts due from affiliates within assets held for sale at December 31, 2020 (Note 11), and was fully repaid in July 2021. Digital Real Estate Acquisitions— In connection with acquisition of Vantage SDC in July 2020 (Note 3), the Company entered into a series of agreements with Messrs. Ganzi and Jenkins, and their respective affiliates, pursuant to which Messrs. Ganzi and Jenkins invested $ 8.7 million and $ 2.1 million, respectively, in Vantage SDC alongside the Company and the co-investors on the same economic terms. Such amounts invested represented 40 % of carried interest payments received by each of Messrs. Ganzi and Jenkins in connection with the Vantage SDC acquisition as a result of their respective personal investments in Vantage made prior to the Company’s acquisition of DBH. Payments to be made by the Company and its co-investors to the previous owners of Vantage SDC for future build-out of expansion capacity within the portfolio, including lease-up of the expanded capacity and existing inventory, will trigger additional carried interest payments to Messrs. Ganzi and Jenkins. 50 Table of Contents Separately, DataBank acquired all of zColo's colocation business in December 2020 and February 2021 from Zayo, which is a portfolio company of DCP I and other co-invest vehicles sponsored and managed by the Company. In the aforementioned transactions, t he Company took a series of steps to mitigate conflicts in the transactions, including receiving fairness opinions on the purchase price from a nationally recognized third party valuation firm. Additionally, the transactions, specifically the related party aspects of the transactions, were subject to the approval of either the Company's board of directors or the audit committee of the board of directors. Arrangements with Company-Sponsored Private Funds— The Company co-invests alongside its sponsored private funds through joint ventures between the Company and the sponsored private fund. These co-investment joint ventures are consolidated by the Company. The Company has capital commitments, as general partner, directly into the private funds and as an affiliate of the general partner, capital commitments satisfied through co-investment joint ventures. In connection with the Company's commitments as an affiliate of the general partner, the Company is allocated a proportionate share of the costs of the private funds such as financing and administrative costs. Such costs expensed in the periods presented were immaterial and relate primarily to the Company's share of the funds' operating costs and deferred financing costs on borrowings of the funds. Equity Awards of BRSP —As discussed in Note 17, prior to termination of the Company’s management agreement with BRSP in April 2021, BRSP granted equity awards to the Company and certain of the Company's employees, either directly or indirectly through the Company, are recognized as a gross-up of equity-based compensation expense over the vesting period with a corresponding amount in other income, reflected in discontinued operations. Carried Interest Allocation from Sponsored Investment Vehicles —With respect to investment vehicles sponsored by the Company for which Messrs. Ganzi and Jenkins are invested in their capacity as former owners of DBH, and not in their capacity as employees of the Company, any carried interest allocation attributed to such investments by Messrs. Ganzi and Jenkins as general partner do not represent compensatory arrangements to the Company. Such carried interest allocation to Messrs. Ganzi and Jenkins that are unrealized and/or unpaid are included in noncontrolling interests on the balance sheet of $ 22.2 million at September 30, 2021 and $ 3.2 million at December 31, 2020. Carried interest allocated during the period are recorded as net income attributable to noncontrolling interests in the income statement totaling $ 18.3 million and $ 19.0 million for the three and nine months ended September 30, 2021, respectively. There were no amounts allocated in the corresponding periods in 2020. Investment in Managed Investment Vehicles —Subject to the Company's related party policies and procedures, senior management, investment professionals and certain other employees may invest on a discretionary basis in investment vehicles sponsored by the Company, either directly in the vehicle or indirectly through the general partner entity. These investments are generally not subject to management fees, but otherwise bear their proportionate share of other operating expenses of the investment vehicles. At September 30, 2021 and December 31, 2020, such investments in consolidated investment vehicles and general partner entities totaled $ 19.0 million and $ 10.2 million, respectively, reflected in redeemable noncontrolling interests and noncontrolling interests on the balance sheet. Their share of net income was $ 0.6 million and $ 0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $ 1.1 million and $ 0.1 million for the nine months ended September 30, 2021 and 2020, respectively. Aircraft— P ursuant to Mr. Ganzi’s employment agreement, as amended, the Company has agreed to reimburse Mr. Ganzi for certain variable operational costs of business travel on a chartered or private jet (including any aircraft that Mr. Ganzi may partially or fully own), provided that the Company will not reimburse the allocable share (based on the number of passengers) of variable operational costs for any passenger on such flight who is not traveling on Company business. Additionally, the Company has also agreed to reimburse Mr. Ganzi for certain defined fixed costs of any aircraft owned by Mr. Ganzi. The fixed cost reimbursements will be made based on an allocable portion of an aircraft’s annual budgeted fixed cash operating costs, based on the number of hours the aircraft will be used for business purposes. At least once a year, the Company will reconcile the budgeted fixed operating costs with the actual fixed operating costs of the aircraft, and the Company or Mr. Ganzi, as applicable, will make a payment for any difference. The Company reimbursed Mr. Ganzi $ 0.5 million for each of the three months ended September 30, 2021 and 2020, and $ 2.6 million and $ 0.9 million for the nine months ended September 30, 2021 and 2020, respectively. Separately, prior to the sale of the Company's aircraft in January 2021, Thomas J. Barrack, Jr., the Company's former Executive Chairman, was provided use of the Company’s aircraft for personal travel. Pursuant to an agreement with a subsidiary of the Company, Mr. Barrack paid the Company for personal usage based upon the incremental cost to the Company, including direct and indirect variable costs, but in no case more than the maximum reimbursement permitted by the Federal Aviation Regulations under the agreement. Mr. Barrack reimbursed the Company $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2020, respectively. Investment Venture— Pursuant to an investment agreement entered into between a subsidiary of the Company and Mr. Barrack effective April 1, 2021, the Company invested $ 26.0 million in Mr. Barrack's newly formed investment entity 51 Table of Contents (the “Venture”), which entitles the Company to a portion of carried interest payable to Mr. Barrack from the Venture. Following recent events which significantly reduce the likelihood that fundraising by the Venture will sufficiently support its value, the Company determined that its investment would likely not be recoverable and wrote off its investment as of June 30, 2021. 19. Segment Reporting The Company conducts its business through two reportable segments as follows: • Digital Investment Management ("Digital IM")— This business encompasses the investment and stewardship of third party capital in digital infrastructure and real estate. The Company's flagship opportunistic strategy is conducted through Digital Colony Partners ("DCP") and separately capitalized vehicles, while other strategies, including digital credit and public equities, are conducted through other investment vehicles. The Company earns management fees, generally based on the amount of assets or capital managed in investment vehicles, and has the potential to earn carried interest based upon the performance of such investment vehicles, subject to achievement of minimum return hurdles. Earnings from our Digital IM segment are generally attributed 31.5% to Wafra, a significant investor in our Digital IM business effective July 2020. • Digital Operating— This business is composed of balance sheet equity interests in digital infrastructure and real estate operating companies, which generally earn rental income from providing use of digital asset space and/or capacity through leases, services and other agreements. The Company currently owns interests in two companies: DataBank, including zColo, an edge colocation data center business (20% DBRG ownership); and Vantage SDC, a stabilized hyperscale data center business (13% DBRG ownership). Both DataBank and Vantage are also portfolio companies managed under Digital IM for the equity interests owned by third party capital. The Company's remaining investment activities and corporate level activities are presented as Corporate and Other. • Other investment activities are composed of the Company's equity interests in: (i) digital investment vehicles, the largest of which is in the DCP flagship funds, and seed investments in various strategies such as digital liquid and digital credit; and (ii) remaining non-digital investments, primarily in BRSP. Outside of its general partner interests, the Company's other equity interests in its sponsored and/or managed digital investment vehicles are considered to be incidental to its digital investment management business. The primary economics to the Company are represented by fee income and carried interest as general partner and/or manager, rather than economics from its equity interest in the investment vehicles as a limited partner or equivalent. With respect to seed investments, these are not intended to be a long-term deployment of capital by the Company and are expected to be warehoused temporarily on the Company's balance sheet until sufficient third party capital has been raised. At this time, the remaining non-digital investments are not substantially available for immediate sale and are expected to be monetized over an extended period beyond the near term. These other investment activities generate largely equity method earnings or losses and to a lesser extent, revenues in the form of interest income or dividend income from warehoused investments and consolidated investment vehicles. Effective the third quarter of 2021, these activities are no longer presented separately as the Digital Other and Other segments, which is consistent with and reflects management's focus on its core digital operations and overall simplification of the Company's business. • Corporate activities include corporate level cash and corresponding interest income, corporate level financing and related interest expense, corporate level transaction costs, costs in connection with unconsummated investments, income and expense related to cost reimbursement arrangements with affiliates, fixed assets for administrative use, compensation expense not directly attributable to reportable segments, corporate level administrative and overhead costs, and adjustments to eliminate intercompany fees. Costs which are directly attributable, or otherwise can be subjected to a reasonable and systematic allocation, have been allocated to each of the reportable segments. Elimination adjustment pertains to fee income earned by the Digital Investment Management segment from third party capital in investment vehicles managed by the Company and consolidated within the Digital Operating segment and in Corporate and Other. Such adjustments amount to $ 1.6 million and $ 0.4 million for the three months ended September 30, 2021 and 2020, respectively, and $ 4.9 million and $ 0.6 million for the nine months ended September 30, 2021 and 2020, respectively. Effective the second quarter of 2021, segment results are presented before elimination of intercompany fees. Fee income in Digital IM and fee expense in Digital Operating and in Corporate and Other were previously eliminated within the respective segments. All changes in segment presentation are reflected for all prior periods presented. 52 Table of Contents Segment Results of Operations The following table summarizes results of operations of the Company's reportable segments, including selected income and expense items, reconciled to the consolidated statement of operations. (In thousands) Digital Investment Management Digital Operating Corporate and Other Total Three Months Ended September 30, 2021 Total revenues $ 53,796 $ 194,966 $ 3,412 $ 252,174 Property operating expense — 80,226 — 80,226 Interest expense 2,250 29,839 7,806 39,895 Depreciation and amortization 8,242 120,458 486 129,186 Equity method earnings, including carried interest 59,196 — 6,173 65,369 Income tax benefit (expense) ( 3,089 ) ( 1,922 ) 15,984 10,973 Income (loss) from continuing operations 39,272 ( 71,822 ) ( 8,385 ) ( 40,935 ) Net income (loss) from continuing operations attributable to DigitalBridge Group, Inc. 16,870 ( 12,142 ) ( 11,506 ) ( 6,778 ) Net income from discontinued operations attributable to DigitalBridge Group, Inc. 68,135 Net income attributable to DigitalBridge Group, Inc. $ 61,357 Three Months Ended September 30, 2020 Total revenues $ 20,397 $ 98,549 $ 4,071 $ 123,017 Property operating expense — 37,544 — 37,544 Interest expense — 18,589 11,410 29,999 Depreciation and amortization 6,427 73,032 1,105 80,564 Impairment loss 3,832 — — 3,832 Equity method earnings, including carried interest 6,134 — 17,237 23,371 Income tax benefit (expense) ( 144 ) 6,091 7,279 13,226 Income (loss) from continuing operations 3,799 ( 38,795 ) ( 17,653 ) ( 52,649 ) Net income (loss) from continuing operations attributable to DigitalBridge Group, Inc. 1,964 ( 5,082 ) ( 14,547 ) ( 17,665 ) Net loss from discontinued operations attributable to DigitalBridge Group, Inc. ( 169,602 ) Net loss attributable to DigitalBridge Group, Inc. $ ( 187,267 ) 53 Table of Contents (In thousands) Digital Investment Management Digital Operating Corporate and Other Total Nine Months Ended September 30, 2021 Total revenues $ 131,789 $ 573,261 $ 4,892 $ 709,942 Property operating expense — 237,228 — 237,228 Interest expense 2,250 90,243 25,120 117,613 Depreciation and amortization 20,808 368,906 17,126 406,840 Equity method earnings, including carried interest 70,203 — 41,177 111,380 Income tax benefit (expense) ( 7,970 ) 77,134 40,244 109,408 Income (loss) from continuing operations 62,721 ( 146,932 ) ( 99,240 ) ( 183,451 ) Net income (loss) from continuing operations attributable to DigitalBridge Group, Inc. 35,849 ( 22,592 ) ( 99,898 ) ( 86,641 ) Net loss from discontinued operations attributable to DigitalBridge Group, Inc. ( 221,036 ) Net loss attributable to DigitalBridge Group, Inc. $ ( 307,677 ) Nine Months Ended September 30, 2020 Total revenues $ 60,545 $ 185,737 $ 14,758 $ 261,040 Property operating expense — 72,505 — 72,505 Interest expense — 36,161 33,774 69,935 Depreciation and amortization 19,635 131,634 4,118 155,387 Impairment loss 3,832 — 12,297 16,129 Equity method earnings (losses), including carried interest 6,295 — ( 309,788 ) ( 303,493 ) Income tax benefit (expense) ( 817 ) 14,494 14,683 28,360 Income (loss) from continuing operations 8,453 ( 78,472 ) ( 454,097 ) ( 524,116 ) Net income (loss) from continuing operations attributable to DigitalBridge Group, Inc. 6,047 ( 12,885 ) ( 403,820 ) ( 410,658 ) Net loss from discontinued operations attributable to DigitalBridge Group, Inc. ( 2,143,043 ) Net loss attributable to DigitalBridge Group, Inc. $ ( 2,553,701 ) Total assets and equity method investments of the reportable segments are summarized as follows: September 30, 2021 December 31, 2020 (In thousands) Total Assets Equity Method Investments Total Assets Equity Method Investments Digital Investment Management $ 600,362 $ 100,468 $ 490,632 $ 19,167 Digital Operating 7,382,098 — 6,926,634 — Corporate and Other 1,990,494 496,969 1,545,975 555,344 9,972,954 597,437 8,963,241 574,511 Assets held for disposition related to discontinued operations 5,470,027 714,033 11,237,319 879,729 $ 15,442,981 $ 1,311,470 $ 20,200,560 $ 1,454,240 20. Commitments and Contingencies Litigation The Company may be involved in litigation in the ordinary course of business. As of September 30, 2021, the Company was not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity. 54 Table of Contents 21. Supplemental Disclosure of Cash Flow Information Nine Months Ended September 30, (In thousands) 2021 2020 Supplemental Disclosure of Cash Flow Information Cash paid for interest, net of amounts capitalized of $ 1,025 and $ 655 $ 332,703 $ 258,508 Cash received for income tax, net 7,913 36,098 Operating lease payments 51,088 21,022 Finance lease payments 11,481 — Supplemental Disclosure of Cash Flows from Discontinued Operations Net cash provided by operating activities of discontinued operations $ 165,178 $ 109,597 Net cash provided by investing activities of discontinued operations 676,579 65,735 Net cash used in financing activities of discontinued operations ( 528,035 ) ( 293,805 ) Supplemental Disclosure of Noncash Investing and Financing Activities Dividends and distributions payable $ 16,899 $ 18,516 Improvements in operating real estate in accrued and other liabilities 29,324 19,806 Receivable from loan repayments and asset sales held in escrow 53,948 3,049 Operating lease right-of-use assets and lease liabilities established 23,366 14,683 Finance lease payments accrued 5,401 — Redemption of OP Units for common stock 1,107 1,423 Assets and liabilities of investment entities liquidated or conveyed to lender (1) — 172,927 Assets from real estate acquisitions, net of cash and restricted cash — 3,597,271 Liabilities assumed in real estate acquisitions — 2,142,657 Noncontrolling interests assumed in real estate acquisitions — 366,136 Debt assumed by buyer in sale of real estate 44,148 — Assets disposed in sale of equity of investment entities or sale by receiver (Note 12) 3,572,825 — Liabilities disposed in sale of equity of investment entities or sale by receiver (Note 12) 3,644,226 — Assets of investment entities deconsolidated (2) 351,022 — Noncontrolling interests of investment entities deconsolidated (2) 374,815 — __________ (1) The Company indirectly conveyed the equity of certain of its wellness infrastructure borrower subsidiaries to an affiliate of the lender, which released the Company from all rights and obligations with respect to the assets and previously defaulted debt of these subsidiaries. (2) Represents (a) deconsolidation of noncontrolling interests upon sale of the Company's equity interests in investment entities (Note 12); and (b) deconsolidation of investment holding entities for which the Company is no longer the primary beneficiary as a result of reconsideration events in 2021, following which the Company accounts for its interests in these entities under the equity method (presented as held for disposition in Note 11). 22. Subsequent Events Other than as disclosed elsewhere, no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the accompanying notes. 55 Table of Contents FORWARD-LOOKING STATEMENTS Some of the statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements to be covered by the safe harbor provisions contained therein. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in this Quarterly Report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: • the duration and severity of the current novel coronavirus (COVID-19) pandemic, and its impact on the global market, economic and environmental conditions generally and in the digital and communications technology, wellness infrastructure and hospitality real estate, other commercial real estate equity and debt, and investment management sectors; • the effect of COVID-19 on the Company's operating cash flows, debt service obligations and covenants, liquidity position and valuations of its real estate investments, as well as the increased risk of claims, litigation and regulatory proceedings and uncertainty that may adversely affect the Company; • whether we will successfully execute our strategic transformation to become a digital infrastructure and real estate focused company within the timeframe contemplated or at all, and the impact of such transformation on the Company's legacy portfolios and assets, including whether such transformation will be consistent with the Company’s REIT status; • our ability to obtain and maintain financing arrangements, including securitizations, on favorable or comparable terms or at all; • the Company's ability to complete anticipated monetizations of non-core assets within the timeframe and on the terms contemplated, if at all, and the impact of the completion of such sales; • the impact of completed or anticipated initiatives related to our digital transformation, including the strategic investment by Wafra and the formation of certain other investment management platforms, on our company's growth and earnings profile; • whether we will realize any of the anticipated benefits of our strategic partnership with Wafra, including whether Wafra will make additional investments in our Digital IM and Digital Operating segments; • our ability to integrate and maintain consistent standards and controls, including our ability to manage our acquisitions in the digital industry effectively; • the ability to realize anticipated strategic and financial benefits from terminating the management agreement with Brightspire Capital, Inc. (NYSE:BRSP; formerly, Colony Credit Real Estate, Inc. or CLNC); • the impact to our business operations and financial condition of realized or anticipated compensation and administrative savings through cost reduction programs; • our ability to redeploy any proceeds received from the sale of our non-digital or other legacy assets within the timeframe and manner contemplated or at all; • our business and investment strategy, including the ability of the businesses in which we have a significant investment (such as BRSP) to execute their business strategies; • BRSP's trading price and its impact on the carrying value of the Company's investment in BRSP, including whether the Company will recognize further other-than-temporary impairment on its investment in BRSP; • performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments and available for distribution; 56 Table of Contents • our ability to grow our business by raising capital for the companies that we manage; • our ability to deploy capital into new investments consistent with our digital business strategies, including the earnings profile of such new investments; • the impact of adverse conditions affecting a specific asset class in which we have investments; • the availability of, and competition for, attractive investment opportunities; • our ability to achieve any of the anticipated benefits of certain joint ventures, including any ability for such ventures to create and/or distribute new investment products; • our ability to satisfy and manage our capital requirements; • our expected hold period for our assets and the impact of any changes in our expectations on the carrying value of such assets; • the general volatility of the securities markets in which we participate; • stability of the capital structure of our wellness infrastructure portfolio and OED portfolio; • changes in interest rates and the market value of our assets; • interest rate mismatches between our assets and any borrowings used to fund such assets; • effects of hedging instruments on our assets; • the impact of economic conditions on third parties on which we rely; • any litigation and contractual claims against us and our affiliates, including potential settlement and litigation of such claims; • our levels of leverage; • adverse domestic or international economic conditions, including those resulting from the COVID-19 pandemic, and the impact on the commercial real estate or real-estate related sectors; • the impact of legislative, regulatory and competitive changes; • actions, initiatives and policies of the U.S. and non-U.S. governments and changes to U.S. or non-U.S. government policies and the execution and impact of these actions, initiatives and policies, including regulations permitting or requiring forbearance of rent obligations and inhibiting the ability to pursue evictions and obtain late fees from non-paying tenants; • whether we will maintain our qualification as a real estate investment trust for U.S. federal income tax purposes and our ability to do so; • our ability to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); • changes in our board of directors or management team, and availability of qualified personnel; • our ability to make or maintain distributions to our stockholders; and • our understanding of our competition. While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Moreover, because we operate in a very competitive and rapidly changing environment, new risk factors are likely to emerge from time to time. We caution investors not to place undue reliance on these forward-looking statements and urge you to carefully review the disclosures we make concerning risks in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers of this Quarterly Report should also read our other periodic filings made with the Securities and Exchange Commission (the "SEC") and other publicly filed documents for further discussion regarding such factors. 57 Table of Contents