ATLANTIC YARDS, B2 AND MODULAR FACT SHEET (December 12, 2013)

Atlantic Yards The $4.9 billion Atlantic Yards project is the redevelopment of 22 acres in downtown Brooklyn by Forest City Ratner Companies (FCRC) that will include approximately 6 million square feet of residential space (6,430 units of affordable and market-rate housing), a state of the art sports and entertainment arena, the Barclays Center, 247,000 square feet of retail use, approximately 336,000 square feet of office space and 8 acres of publicly accessible open space. The project plan permits a program variation which could allow for up to 1.6 million square feet of office space. The project also includes major transportation improvements, including a new storage and maintenance facility for the LIRR and a new subway entrance to the Atlantic Terminal Transit Hub, the third largest hub in the City. The projects Master Plan was designed by renowned architect Frank Gehry. Phase I The first phase of the project, as per the Final Environmental Impact Statement (FEIS), includes the arena and five other buildings, most of which will be residential with market-rate and affordable housing. Phase I is anticipated to include an office building and could include a hotel. Construction of the first residential building, B2, commenced in December 2012 and is anticipated to open in December 2014. Phase II The second phase of the project, as per the FEIS, includes 11 residential buildings, 8 acres of open space and neighborhood retail. Location The project site is roughly bounded by Flatbush and 4th Avenues to the west, Vanderbilt Avenue to the east, Atlantic Avenue to the north, and Dean and Pacific Streets to the south. Developer Atlantic Yards LLC and Brooklyn Arena, LLC, subsidiaries of Forest City Ratner Companies Arena Barclays Center, a 675,000-square-foot, state-of-the art arena with 18,000 seats for basketball and 19,000 for concerts, opened in September 2012 and serves as the new home to the Brooklyn Nets. This venue will host approximately 200+ events per year, including basketball, concerts, family shows, community programs, amateur athletics and graduations.

Retail To serve the residential housing population, located in the base of each building, the project will provide 247,000 square feet of neighborhood retail. Transportation Situated next to the Citys third major mass transportation hub with 11 subway lines, including: 2, 3, 4, 5, N, R, Q, B, D, C and G lines, Long Island Railroad and 11 bus lines. Infrastructure Expansion and upgrade to MTA/Long Island Rail Roads (LIRR) Vanderbilt Yard; providing new transit connections to the existing Atlantic Avenue transportation hub. Community Forest City signed a historic, legally-binding Community Benefits Agreement to ensure significant, on-going participation in the project by community stakeholders. Affordable Housing Of the 6,430 units of housing, 4,500 are anticipated to be rental apartments and the rest are expected be market rate condos. Working with Mutual Housing Association of New York (MHANY, formerly known as ACORN), FCRC has committed to an affordable housing model that sets aside 2,250 rental units for a combination of low-, moderate- and middle-income families. In addition to the 2,250 affordable and middle-income rental units, Forest City Ratner has agreed with MHANY to build between 600-1,000 affordable homeownership units. FCRC will seek to build at least 200 of these affordable home-owner units on site (they will be part of the proposed 6,430 units of housing already approved as part of the Atlantic Yards FEIS/MGPP). FCRC will also seek to build the remaining affordable home-ownership units as close to Atlantic Yards as possible.

B2 Design Statement B2 will be the first of three new residential towers to cradle the new Barclays Center along the arenas southern elevation fronting Dean Street and Flatbush Avenues. The design strikes a visual balance between the sweeping repose of the Barclays Center arena and the strong verticality of this new residential building. To manage this delicate balance, the towers massing has been broken down into a series of discrete volumes, adding richness and variety in both scale and materiality. To address the requirements of the Design Guidelines established by the Empire State Development Corporation (ESD), a series of setbacks have been articulated and integrated into B2s overall massing. In addition to these volumetric breaks, a variety of materials, colors and fabrication techniques have been employed to create an intricate play of light, pattern and texture over the buildings envelope. The faade of each volume has been articulated to create a variety of different faade expressions that are highlighted by a series of metal frames that project beyond the glazed openings of the residential units, providing B2s faade with subtle relief of beveled and perforated metal panels. The inlaid metal panels are dressed with accents of color, heightening the play of light and shadow across their smooth semi-reflective surfaces. At street level, full story glazed storefronts will connect the existing retail along Flatbush with Dean Street, adding an additional 200 feet of new storefront to the arena block and providing for an appropriately scaled connection to Brooklyns rich streetscape. A unique feature of B2s design that is not outwardly apparent is in how it is to be constructed. Topping out at 322 feet, B2 will be the tallest modular building in the world. A number of great American architects and engineers, from Frank Lloyd Wright to Thomas Edison and Buckminster Fuller, embraced this innovative and revolutionary concept for housing: yet this project will take the prefabricated modular approach to a whole new scale. 930 steel framed boxes or chassis will form the basic building block for the new building. The engineered mating of these chassis will allow for a high level of mass customized layouts for the residential units allowing for 23 different apartment configurations with 64 variations. For the design and build team, modular construction has offered not only an opportunity to address the citys need for affordable housing, but also a unique opportunity to pioneer a type of high-rise residential that is both innovative and sustainable.

B2 Fact Sheet The first residential building constructed at Atlantic Yards will bring the most advanced design/build technology to the heart of Brooklyn. The 346,000-squarefoot, 32-story building, will be the worlds tallest modular building. With 363 rental apartments, 50 percent of all units will be affordable to low- and middle income households. B2 will lead the build-out of the Atlantic Yards residential program of 6,430 total units of which 2,250 will be affordable. Location Situated on the southwest corner of the Atlantic Yards site, at the intersection of Dean Street and Flatbush Avenue in Downtown Brooklyn Owner/Developer Forest City Ratner Companies Affordable Units 181 units for low-, moderate- and middle-income Households Market Rate Units 182 units Height 32 stories, 322 feet high Unit Mix 149 studios (41%), 166 one bedroom (46%) and 48 two bedrooms (13%) Commercial Space 4,000 square feet of ground floor Retail/ 15,000 square feet of arena storage Sustainability Designed to achieve LEED Silver certification. Amenities 24-hour doorman, fitness center, lounge, game room, yoga/dance studio, childrens playroom secure bike storage, resident lounge, roof terrace and washer and dryer in every unit. Transportation Situated next to the Citys third major mass transportation hub with 11 subway lines, including: 2, 3, 4, 5, N, R, Q, B, D, C and G lines, Long Island Railroad and 8 bus lines.

Groundbreaking December 2012 Occupancy 4th Quarter 2014

B2 Affordability Working with Mutual Housing Association of New York (MHANY, formerly known as ACORN), FCRC has committed to an affordable housing model that sets aside 2,250 rental units throughout Atlantic Yards for a combination of low-, moderate- and middle-income households. 50% of the units in B2 will be affordable, creating 181 new affordable studio, 1BR and 2BR apartments. These units are distributed throughout the B2 building. Affordable Tenancy Affordable rental units are leased through a lottery that is overseen by the City. Housing applications are expected to become available in 2014, approximately 6 months prior to residential occupancy of the building. Affordable Housing Preferences Per City requirements, preference will be given to residents living locally, members of the NYPD, other City of New York employees, as well as mobility-impaired, sight-impaired and hearing-impaired people. 50% of the total affordable units will be reserved for members of CB 2, 3, 6 & 8. Rent Rent for all affordable housing units is set by the City and subject to rent stabilization laws. Income Bands B2 follows the income bands set forth in the Community Benefits Agreement signed in 2005. The building has designated units to households at a range of income levels. Income ranges are based on the NYC Area Median Income (AMI). The AMI is set annually by the U.S. Department of Housing and Urban Development (HUD). The 2012 AMI for NYC is $83,000 for a family of four and is adjusted for family size when determining income eligibility. 2012 Income Eligibility by Household Size
Band 1 Band 2 Band 3 Band 4 Band 5 30-40% AMI 40-50% AMI 60-100% AMI 100-140% AMI 140-160% AMI Min Max Min Max Min Max Min Max Min Max $17,430 $23,240 $23,241 $29,050 $34,860 $58,100 $58,101 $81,340 $81,341 $92,960 $19,920 $22,410 $24,900 $26,560 $26,561 $29,880 $29,881 $33,200 $33,201 11 $33,200 $37,350 $41,500 62 $39,840 $44,820 $49,800 $66,400 $66,401 $74,700 $74,701 $83,000 $83,001 36 $92,960 $92,961 $104,580 $104,581 $116,200 $116,201 36 $106,240 $119,520 $132,800 36

1 Person Income Range 2 Persons Income Range 3 Persons Income Range 4 Persons Income Range Number of Units (181 Total)

B2 Project Team Forest City Ratner Companies, Owner Developer Forest City Ratner Companies, a wholly owned subsidiary of Forest City Enterprises, Inc., owns and operates 34 properties in the New York metropolitan area including New York by Gehry at 8 Spruce Street, The New York Times Building and DKLB BKLN. Forest City Enterprises, Inc. is an NYSE-listed national real estate company with $10.7 billion in total assets. The Company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. Shop Architects, Architect of Record Located in Lower Manhattan, SHoP Architects produces intelligent, exciting, evocative architecture for projects ranging from multi-story housing to academic buildings to master plans. Winners of numerous awards including the 2009 National Design Award for Architecture Design from Smithsonians Cooper-Hewitt National Design Museum, SHoPs work is housed in the permanent collection at the Museum of Modern Art. The firm is currently working on projects around the world totaling over $2 billion, including the Barclays Center at Atlantic Yards, Googles 1900 Charleston Project, Mountain View, CA and the Botswana Innovation Hub, Gaborone, Botswana. ARUP, Structural and Mechanical Engineer Founded in 1946 with an initial focus on structural engineering, Arup first came to the worlds attention with the structural design of the Sydney Opera House, followed by its work on the Centre Pompidou in Paris. Arup has since grown into a multidisciplinary organization with more than 10,000 planners, designers, engineers and consultants working on complex strategic infrastructure and building projects from 90 offices in 35 countries around the world. Most recently, Arups work for the 2008 Olympics in Beijing and the Marina Bay Sands Integrated Resort in Singapore has reaffirmed its reputation for delivering innovative and sustainable designs that reinvent the built environment. The firms current work in New York includes the first phase of the new Second Avenue Subway, The Fulton Street Transit Center, Jet Blues Terminal 5 at JFK Airport and the recent major renovation of Lincoln Center. SHoP Construction, Virtual Design and Construction Services In 2007, SHoP Architects established SHoP Construction to provide amplified construction administration services focused on utilizing emerging technologies to improve the way we build. With a staff of 30, SHoP Construction provides a wide range of services focused on bridging the gap between design and construction including Design-Build and Construction Management, BIM-VDC Consulting, Building Enclosure Consulting and Facade Engineering & Delivery. SHoP Construction projects range from smaller scale Design-Build of offices and residences to

integrated Faade Engineering & Delivery of mixed-use, residential and commercial projects totaling over $1.5 billion. Skanska, Construction Manager Skanska USA is one of the largest, most financially sound construction and development networks in the country, serving a broad range of industries including healthcare, education, sports, data centers, government, aviation, transportation, power, energy, water/wastewater and commercial. Headquartered in New York with 39 offices across the country, Skanska USA employs approximately 9,400 employees committed to sustainable construction and development and an injury-free workplace. Skanska USA Building, which specializes in building construction, and Skanska USA Civil, which focuses on civil infrastructure, generated $5.8 billion in revenue in 2012, representing 30 percent of Skanskas global construction revenues. Development units Skanska USA Commercial Development, which invests in and develops office and multi-family projects in select U.S. markets, and Skanska Infrastructure Development Americas, which develops public-private partnerships, are both leaders in their selected markets. Global revenue of parent company Skanska AB, headquartered in Stockholm and listed on the Stockholm Stock Exchange, totaled $19.5 billion in 2012. FC + Skanska Modular LLC (FCS Modular) FC + Skanska Modular LLC (FCS Modular) is a new entity created in the Brooklyn Navy Yard by FCRC and Skanska USA which will provide cost savings in building affordable units, create new sustainable job opportunities for local residents and reduce environmental impact on community from construction.

FC + Skanska Modular, L.L.C. (FCS Modular) A new company building modular housing FC + Skanska Modular LLC is a new entity created in the Brooklyn Navy Yard by FCRC and Skanska USA which will provide cost savings in building affordable units, create new sustainable job opportunities for local residents and reduce environmental impact on community from construction Historic Partnership FCRC Struck A Historic Partnership With Building And Construction Trades Council This agreement was executed by the Building & Construction Trades Council on behalf of the following the Carpenters, Iron Workers, Painters, Plumbers, Electricians, Steamfitters and Laborers. The agreement: Created a new modular union Puts emphasis on hiring from 3 pre-apprenticeship programs: N.E.W. (Nontraditional Employment for Women) Helmets to Hardhats The Edward J. Mallory Initiative for Construction Skills Allows non-union candidates to be considered After 60 days will become members of the modular unit Job Numbers Current number of employees: Over 100 Percentage of minority workers: 70% Percentage of female workers: 12%

B2 Modular Construction Fact Sheet Modular Background Modular construction has long-been used for single family and multi-family dwellings, both in New York City as well as around the globe. Today, with improved design and lean manufacturing, modular construction is seen by engineers, architects and housing advocates as one way to build much needed housing more beautifully, efficiently and affordably, while at the same time reducing the impact on local communities and environments. Economic Benefits of Modular Construction Modular projects will be produced by union labor in New York City. While initially developed for Atlantic Yards, this new industry has the potential to create modular components for construction projects worldwide. These jobs are for skilled tradespeople as well as project managers, designers, engineers, supervisors, clerical, marketing/sales, etc. Modular has the potential to introduce one of the first, major manufacturing expansions in New York City since manufacturing began its decline over a generation ago. Affordable Housing Total project costs are reduced by factory efficiencies and integration of prefabricated components and subassemblies. Construction schedules are more predictable and factory production is faster than field production due to reduction of waste (movement, material handling, waiting, etc.). All of this will contribute to greater costs savings that are critical to the development of affordable housing throughout the City, including at Atlantic Yards. Modular construction also has the potential to introduce union labor into affordable housing development at scale for the first time in New York City. Design & Quality The fabrication of B2s fully finished apartment modules will takes place in an indoor, controlled environment at the Brooklyn Navy Yard. Workers will be trained in lean manufacturing methods and work as teams to complete the fabrication process consistent with detailed work instructions using precision tooling and templates. Modular construction uses the same construction materials as conventionally constructed buildings. These include steel, glass and all the finishes used in traditional buildings. Living spaces can be completely different from one another in size, shape, ceiling heights as well as finishes. Modules can even be set next to one another with open walls to create large open spaces. The faade of a modular building is not constrained by the modular fabrication process. It can be designed with the same aesthetic rigor and attention to detail as any conventional buildings faade.

Reduced On-Site Construction Duration As B2s module fabrication takes place off-site in a fabrication facility, apartment units are produced concurrently with excavation and foundation work. The overall duration of B2s onsite work including, excavation and foundation work, module erection and closeout work, is approximately ten months shorter than that of a conventionally constructed building of the same size. Reduced On-Site Construction Traffic The on-site construction traffic to the project site is dramatically reduced through the modular construction process. As the apartment modules for B2 will be fabricated off-site at the Brooklyn Navy Yard, there are significantly fewer construction deliveries and thus total truck trips required to the project site. While the excavation and foundation portion of the project will require the same number of trucks as would any conventional building of a similar size, during the module erection and closeout phases of the construction process, significantly fewer total truck trips will be required. Reduced Neighborhood Impact The modular construction of B2 will impact the surrounding neighborhood less than would conventional construction. Fabrication of the apartment modules takes place in an off-site location and, as a result of this reduced on-site activity, many of the typical disruptions of a conventional construction site noise, dust, trash, traffic, truck deliveries, etc. are greatly reduced. Safety & Building Codes B2 and future modular buildings built in NYC will meet the NYC Building Code as well as all fire and life safety codes. The construction is non-combustible and is subject to the same requirements and provisions as conventional construction. The modular construction process is also safer than that of conventional construction. The Fabrication Facility work environment reduces work at heights and eliminates worker exposure to environmental factors (snow, ice, water, and mud). Sustainability Detailed production drawings for interior partitions, bathroom pods, MEP systems, etc., result in accurate quantity take-offs which ensures that the modular construction produces 70-90% less waste than traditional building methods (Source: WRAP) and can reduce environmental impact during the construction process as there are significantly fewer vehicle movements (Source: Mtech). It has been shown that when building a modular project compared to an equivalently traditionally built project there is reduced energy consumption of up to 67% (Source: ARUP Research & Development).