UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

Amendment No. 1







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2014

OR



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

Commission file number 001-34456





COLONY
FINANCIAL, INC.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 27-0419483                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|2450 Broadway, 6th Floor
Santa Monica, California              |  | 90404                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(310) 282-8820

(Registrants Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:



|                                                                |  |                                          
|--------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                             |  | Name of each exchange on which registered
|                                                                | 
|Common Stock, $0.01 par value                                   |  | New York Stock Exchange                  
|                                                                | 
|Series A Cumulative Redeemable Preferred Stock, $0.01 par value |  | New York Stock Exchange                  
|                                                                | 
|Series B Cumulative Redeemable Preferred Stock, $0.01 par value |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes   x     No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.     Yes   x     No    ̈

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   x

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



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large Accelerated Filer |  | x                                                |  | Accelerated Filer         |  |  ̈
|                        |  |                                                  | 
|Non-Accelerated Filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller Reporting Company |  |  ̈

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

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $2.1 billion as
of the last business day of the registrants most recently completed second fiscal quarter based upon the price at which the common shares were last sold on that day.

As of March 27, 2015, 110,265,850 shares of the Registrants common stock, par value $0.01 per share, were outstanding.









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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this Amendment) amends the Annual Report on Form 10-K for the fiscal year ended
December 31, 2014, originally filed on February 27, 2015 (the Original 10-K), of Colony Financial, Inc. (the Company). We are filing this Amendment to amend Item 15 to include the separate financial statements
of CAH Operating Partnership, L.P. (CAH OP) as required by Regulation S-X Rule 3-09.

Rule 3-09 of Regulation S-X
provides that if an investee accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w), substituting 20% for 10%, separate financial statements for such investee shall be
filed. Such statements are required to be audited for the years in which the investee met at least one of the significant tests. CAH OP met the significance test for the Companys fiscal year ended December 31, 2013.

This Amendment should be read in conjunction with the Original 10-K and the Companys other filings made with the Securities and Exchange
Commission subsequent to the filing of the Original 10-K. The Original 10-K has not been amended or updated to reflect events occurring after February 27, 2015, except as specifically set forth in this Amendment.



|Item15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|------- | ------------------------------------------

(a)

(2) Financial Statements Schedules

The financial statements of CAH Operating Partnership, L.P. and its consolidated subsidiaries are provided as Exhibit 99.1 to this Amendment.

(3) Exhibits

The
Exhibit Index attached hereto is incorporated by reference under this item.



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SIGNATURES

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



|                      |  |  |  |                        |  |                                                               
|--------------------- |  |  |  | ---------------------- |  | --------------------------------------------------------------
|                      |  |  |  | COLONY FINANCIAL, INC.
|                      |  |  | 
|Dated: March 31, 2015 |  |  |  | By:                    |  | /s/ Darren J. Tangen                                          
|                      |  |  |  |                        |  | Darren J. Tangen                                              
|                      |  |  |  |                        |  | Chief Operating Officer, Chief Financial Officer and Treasurer
|                      |  |  |  |                        |  | Principal Financial Officer and Principal Accounting Officer) 



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INDEX TO EXHIBITS

The following exhibits are included, or incorporated by reference, in this Amendment (and are numbered in accordance with Item 601 of
Regulation S-K). Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.



|              |  |                                                                                                                                                                                                              
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                  
|              | 
|23.1          |  | Consent of Ernst & Young LLP                                                                                                                                                                                 
|              | 
|23.2          |  | Consent of Ernst & Young LLP                                                                                                                                                                                 
|              | 
|31.1          |  | Certification of Richard B. Saltzman, President and Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                      
|              | 
|31.2          |  | Certification of Darren J. Tangen, Chief Operating officer, Chief Financial Officer and Treasurer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|32.1          |  | Certification of Richard B. Saltzman, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        
|              | 
|32.2          |  | Certification of Darren J. Tangen, Chief Operating officer, Chief Financial Officer and Treasurer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  
|              | 
|99.1          |  | Financial Statements of CAH Operating Partnership, L.P.