Investor Presentation

November 2016

INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS
Statements made in this presentation that state the Company’s or management's intentions, hopes, beliefs,
expectations or predictions of the future are forward-looking statements. It is important to note that the Company's
future events and actual results, financial or otherwise, could differ materially from those projected in such forwardlooking statements. Additional information concerning factors that could cause future events or actual results to
differ materially from those in the forward-looking statements are included in the “Risk Factors” section of the
Company's SEC filings, including, but not limited to, the Company's Annual Report and quarterly reports. You are
cautioned not to place undue reliance on such forward-looking statements.
USE OF NON-GAAP MEASURES
We frequently use the non‐GAAP measures at total company ownership of funds from operations (“FFO”), Operating
FFO, Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA, Net Debt to
Adjusted EBITDA, net operating income (“NOI”), and comparable NOI to explain operating performance and assist
investors in evaluating our business. In addition, we present a schedule of components to assist investors in
determining the “net asset value” (“NAV”) of the Company and an implied cap rate, also non-GAAP measures. For a
more thorough discussion of FFO, Operating FFO, EBITDA, Adjusted EBITDA, Net Debt to Adjusted EBITDA, NOI,
Comparable NOI, and NAV, including how we reconcile these measures to their GAAP counterparts, as applicable
please refer to the definitions and reconciliations beginning on slide 49 of this presentation or the supplemental
package furnished to the SEC on Form 8‐K on November 3, 2016. Copies of our quarterly and annual supplemental
packages can be found on our website at www.forestcity.net, or on the SEC’s website at www.sec.gov.
Please note: We periodically post updated investor presentations on the Investors page of our website at www.forestcity.net. It is
possible the periodic updates may include information deemed to be material. Therefore, we encourage investors, the media, and other
interested parties to review the Investors page of our website at www.forestcity.net for the most recent investor presentation.

2

Company Overview

3

VISION AND MISSION
OUR VISION

To be the real estate leader and partner-of-choice in creating distinctive places to live, work, and shop.

OUR MISSION

Forest City is a leading owner, operator, and developer of distinctive and diversified real estate projects in
select core markets, which create value for our customers, shareholders, and communities through place
creation, sustainable practices, and a long-term investment perspective.
We operate by developing meaningful relationships and leveraging our entrepreneurial capabilities with
creative and talented associates who embrace our core values.

4

OUR STRATEGIC PLAN
Drive operational
excellence through all
aspects of our
company

Build a strong,
sustaining capital
structure, improved
balance sheet and debt
metrics

Focus on core markets
and products as we
develop, own
and operate a highquality portfolio

CAPABILITY - ADAPTABILITY - ACCOUNTABILITY

5

WHY FOREST CITY?
“We continue to monitor economic and market
conditions closely, and we remain focused on
creating long-term value by executing our
strategies to improve Forest City’s performance
and competitiveness and position the company for
growth.”
– David LaRue, President and CEO

Core
Urban
Focus

High quality assets
concentrated in core,
high-barrier markets
contribute 87% of NOI
as of September 30,
2016.

Strong
Results

YTD ‘16 Comp NOI
Growth of 4.8%
Leasing Spread
increases of 10.9% in
Office, and 15.7% in
Retail
Rolling 12-month sales
Regional malls
averaged $550 PSF

6

1

Balance
Sheet
Progress

Reduced leverage
from 13.1x at Year
Ended 2011, to 8.4x
Net Debt to Adjusted
EBITDA* and
improved operating
metrics across all
asset classes.

See page 33 of the supplemental package, furnished to the SEC on form 8-K on November 3, 2016.

300 Massachusetts Ave- Cambridge, MA

Margin
Improvement

Growth
Opportunity

Room for significant
margin improvement
of 5%-10% with a 3%
improvement from
year ended 2014

Robust pipeline of
entitlements primarily
in our core markets to
fuel future growth.

SIMPLIFYING THE STORY
WHERE WE’VE BEEN
C-CORP
DEVELOPMENT RATIO >12%
LEVERAGE >14X
NO DIVIDEND
PRODUCT DIVERSITY:

REIT
DEVELOPMENT RATIO <10%

OFFICE

LEVERAGE ~8.4X
TARGET ~7.5X

RETAIL

QUARTERLY DIVIDEND

APARTMENTS
FEDERALLY ASSISTED
HOUSING

MILITARY HOUSING
HOTELS
BARCLAYS ARENA
BROOKLYN NETS
LAND
7

WHERE WE’RE GOING

URBAN, MIXED-USE PLACEMAKING PROJECTS:
OFFICE

APARTMENTS
AMENITY RETAIL

Focus on the Core

8

CORE URBAN FOCUS
Our vibrant communities foster place-making and are located in core markets characterized
Core Market Strategy 1
by great urban centers with strong demographics and superior growth potential
Net Operating
Income Breakdown
As of 9/30/2016
BOSTON
65 Landsdowne

SAN FRANCISCO

NY Times Building

SKY55

DENVER

San Francisco Center

Core 1
87%

NEW YORK CITY

CHICAGO
Stapleton

LOS ANGELES

Retail
26%

WASHINGTON D.C.

Victoria Gardens

Foundry Lofts

DALLAS
3700M

PHILADELPHIA

Product
Type

Museum Towers

Apartments
31%

NOI ≥ 6%
NOI < 6%

1

9

86JT: 660556_1.wor

Core markets include those mentioned in the map and regional malls outside of these markets.

Office
43%

NOI BY PRODUCT TYPE AND MARKET(1)
Nine Months Ended September 30, 2016

NOI by Product Type and Market
New York City
Boston
Washington DC
Los Angeles
San Francisco
Chicago
Philadelphia
Denver
Dallas
Regional Malls
Cleveland
Pittsburgh
Other Markets

(1)
(2)
(3)

10

(3 )

Office

Retail

54%
25%
9%
0%
1%
2%
2%
0%
0%

34%
0%
6%
23%
13%
0%
0%
4%
0%

0%

20%

3%
3%
1%

0%
1%
0%

100%

100%

(1)

Apartments

(2 )

12%
7%
13%
5%
9%
8%
6%
5%
4%
0%
Total "Core NOI"
14%
1%
14%
Non-Core Market NOI
100%

Excludes military housing, Arena, straight-line rent adjustments, recently-opened properties/redevelopments in our development segment, non-capitalizable development costs
and unallocated management and service company overhead.
Includes limited-distribution federally assisted housing.
Represents Regional Malls located in Non-Core Markets. Regional Malls located in Core Markets are included in their applicable Core markets.

Total NOI by
Market
35.9%
13.1%
9.3%
7.5%
6.6%
3.5%
2.7%
2.5%
1.2%
5.1%
87.4%
5.7%
1.9%
5.0%
12.6%
100%

NOI BY MARKET AND PRODUCT TYPE(1)
Nine Months Ended September 30, 2016

Core Markets:
New York City
Washington DC
Denver
Los Angeles
Boston
San Francisco
Chicago
Philadelphia
Dallas

(2)
(3)
(4)

11

Retail
25%
16%
37%
78%
0%
49%
0%
0%
0%

Apartments
10%
44%
63%
22%
17%
43%
73%
70%
100%

Regional Malls (3)
Non-Core Markets:
Cleveland
Pittsburgh
Other Markets

0%

100%

0%

18%
75%
9%

0%
9%
0%

82%
16%
91%

Total by Product Type

43%

26%

31%

55%

5%

40%

Illustrative Total by Product Type
(1)

Office
65%
40%
0%
0%
83%
8%
27%
30%
0%

(4 )

Excludes military housing, Arena, straight-line rent adjustments, recently-opened properties/redevelopments in our development segment, non-capitalizable development costs and unallocated
management and service company overhead.
Includes limited distribution federally assisted housing
Represents Regional Malls located in Non-Core Markets. Regional Malls located in Core Markets are included in their applicable Core markets.
In late August, the company announced that it was reviewing strategic alternatives for its retail portfolio. This excludes the ownership interest in those 14 regional malls and 19 specialty retail
centers.

(2 )

OFFICE PORTFOLIO OVERVIEW
37 Total Traditional and Life Science Properties
 Totals 10.1M GLA
 Total comparable Occupancy of 95.1% as of 9/30/2016

20 Traditional Office Properties
 Totals 7.3M GLA
 Concentration in New York City, 10 properties totaling 4.8M GLA

New York City overview
 MetroTech Center: 6 Properties totaling 2.8M GLA in downtown
Brooklyn
 New York Times: 735K GLA of space on 23 floors in Manhattan
 NY office portfolio 98.7% leased as of 9/30/2016

Greater Washington, DC (1) overview
 4 Properties totaling 1.2M GLA
 Lumber Shed: 31K GLA mixed-use office/retail property at
The Yards
 The Yards project is expected to include 1.8M GLA of office space
 Waterfront Station: Adjacent to the Waterfront/Southeastern
University MetroRail station. Expected to include 660K GLA of
office space

17 Life Science Properties

METROTECH CENTER – Brooklyn, NY

Breakout of Office Portfolio by NOI
Nine Months Ended 9/30/2016
Cleveland,
3%

Other,
9%

Greater
Washington
DC (1), 9%

 Totals 2.8M GLA
 Focus in Boston/Cambridge – University Park at MIT

New York,
54%
Boston,
25%

University Park at MIT overview
 10 Properties, totaling 1.7M GLA
 27 acre mixed-use campus development by Forest City and
The Massachusetts Institute of Technology
(1)

12

Includes Richmond, Virginia

APARTMENT PORTFOLIO OVERVIEW
122 Total Properties

Comparable Apartment Communities (1)

 32,664 Total Leasable Units (23,376 at Company Share)

Monthly Average Residential Rental Rates (2) & Economic Occupancy
Nine Months Ended September 30:

$2,000

95.2%
95.5%

95.1%

94.1%

94.5%

$1,500

93.0%

$1,936

$1,488
$980

88.0%

$951

$1,873
Core Markets

$1,440
Non-Core Markets

2016 Average Rent
2016 Economic Occupancy

75 Multifamily Properties
 25,078 Total Leasable Units (17,545 at Company Share)

94.0%
91.0%

$1,000

$500

97.0%

85.0%

Total Comparable
Apartments
2015 Average Rent
2015 Economic Occupancy

Pacific Park Brooklyn – Brooklyn, NY
 Expected to feature more than 6,400 units of housing,
with 2,250 being affordable

The Yards – Washington, DC
 At full build-out, the project is expected to include up to
3,400 residential units
 Opened at The Yards: Foundry Lofts (170 units),
Twelve12 (218 units), and Arris (327 units)

47 Federally Assisted Housing Communities
 7,496 Total Leasable Units (5,831 at Company Share)
 Signed a master purchase and sale agreement to
dispose of this portfolio and expect the individual
property dispositions to close separately beginning in the
fourth quarter. Given the complexity of the individual
closings for the 47 properties in this portfolio, we now
expect the closings to extend into the first half of 2017.
(1)

Arris – The Yards – Washington, DC
13

(2)

Includes stabilized apartment communities completely opened and
operated for the periods presented. These apartments communities
include units leased at affordable apartment rates which provide a
discount from average market rental rates. For the three months ended
September 30, 2016, 17.4% of leasable units in core markets and 4.6% of
leasable units in non-core markets were affordable units. Excludes all
military and limited-distribution federally assisted housing units.
Represents gross potential rent less concessions.

RETAIL PORTFOLIO OVERVIEW
AT A GLANCE

36 Total Retail Centers
 19.6M Total Square Feet, 11.8M GLA
 Total comparable occupancy of 94.3% as of
9/30/2016

14 Regional Malls
 15.4M Total s.f., 8.0M GLA

22 Specialty Retail Centers
 4.2M Total s.f., 3.7M GLA
 Madison International: Strategic Partner in 13
retail properties

Specialty Retail overview
 Focus on urban retail in New York City, with assets
in Manhattan, Brooklyn, the Bronx, and Queens
 Approximately 85% of Total s.f. and GLA are located
in the Greater New York City area

SAN FRANCISCO CENTRE – San Francisco, CA

FCE Regional Mall Sales per Square Foot (1)
Rolling 12-month basis for the periods presented

$570

$555

$558

$558
$554

$555

$550

$540
September 30, December 31,
2015
2015
(1)

March 31,
2016

All sales data is derived from schedules provided by our tenants and is not subject to the same internal control and verification procedures that are applied to the other data supplied in the
supplemental package furnished to the SEC on November 3, 2016.

June 30,
2016

September 30,
2016

Operational Excellence

15

Q3 2016 RESULTS
AT A GLANCE

Q3 2016

% Change

Q3 2015

At Company's Share (Dollars in thousands)
(1)

$

(430,861)

-42.6%

$

(302,219)

(1)

$

(225,017)

-692.9%

$

37,955

(1)

$

(0.87)

-680.0%

$

0.15

Operating Funds From Operations

$

95,407

-1.4%

$

96,717

Comparable NOI - Total

$

147,997

0.8%

$

146,833

Comparable NOI - Retail

$

39,935

1.6%

$

39,292

Comparable NOI - Office

$

65,372

-0.4%

$

65,626

Comparable NOI - Apartments

$

42,690

1.8%

$

41,915

Net Earnings (Loss)

Funds From Operations

FFO Per Share - Diluted

Core Market NOI %

(1)

16

(2)

(2)

87.4%

1.4%

The third-quarter Net Earnings and FFO Variances, compared with results for the prior year, are primarily related to significant third-quarter impairments of nondepreciable real estate in 2016 compared with prior year.
Compares the nine months ended September 30, 2016 to the nine months ended September 30, 2015.

86.0%

Q3 2016 RESULTS
AT A GLANCE

We are committed to execute on our strategy of operational excellence

September 30, 2016

At Company's Share (Dollars in thousands)

Net debt to Adjusted EBITDA

(1)

Development Ratio
FCE Regional Mall Sales per square foot (PSF) (Rolling 12-month basis)

$

$

-2.3%

8.6x

7.2%

-0.1%

7.3%

550

-0.9%

Contractual Rent
12 Month Same-Space Regional Mall Leasing Spread PSF (New vs Expiring)
12 Month Same-Space Office Leasing Spread PSF (New vs Expiring) (2)

(1)
(2)

17

(2)

$

% Change
1,489

PSF

September 30, 2015

8.4x

Q3 2016
Residential Total Comparable Monthly Average Rental Rates per unit

% Change

(1)

2.8%

555
Q3 2015

$

1,449
Prior Rent

% Change

PSF

(1)

$

58.55

15.7%

$

50.59

$

38.08

10.9%

$

34.33

Q3 2016 excludes the annualized effect of Q3 2016 write-offs of abandoned development projects of $10,058 ($40,232 annualized).
Retail and Office contractual rent per square foot includes base rent and fixed additional charges for common area maintenance and real estate taxes as of rental commencement.
Retail contractual rent per square foot also includes fixed additional marketing/promotional charges. For all expiring leases, contractual rent per square foot includes any applicable
escalations.

ILLUSTRATIVE DELEVERAGING PLAN
Our strategic plan calls us to continue to delever over time.
13.1x

Illustrative Net Debt to Adjusted EBITDA1 Over Time
10.7x
9.5x
8.4x

YE 2011

YE 2014

YE 2015

Q3 2016

0.4x (2)(3)

Elimination of
Recourse Debt,
net & Projected
Asset Sales

0.5x4

2016 Openings
& Comp NOI
Growth

0.3x5

~7.2x

Margin
Expansion

YE 2017

Note: This information is illustrative. It is based on a number of significant assumptions, some of which are identified below, any or all which may turn out to be
untrue. You should not place undue reliance on this forward-looking information. There can be no assurance that these plans will be implemented, or if
implemented, that will be effective in achieving our strategic goals.
1
2
3

See page 33 of the supplemental package, furnished to the SEC on form 8-K on November 3, 2016.
Assumes the elimination of the Company’s outstanding $112M of recourse debt, net. There can be no assurance that any or all will be eliminated.
Reflects ~$125M of projected cash proceeds from the sale of our Federally assisted housing portfolio and the expansion of our QIC joint ventures. Mortgage
debt of ~$208M was removed and also EBITDA of ~$26M (annualized).
4 Assumes 5.5% cash on cost return of 9 projects (~$29M) with YTD 2016 openings and anticipated openings in 2016 including additional project level debt
through completion (~$53M), as well as a 3% Comparable NOI increase.
5 Reflects targeted cost savings and revenue enhancement on an annual basis, of which action has been taken on approximately half YTD 2016. Margin expansion
results may differ based on the amount of costs capitalized to active development projects versus being expensed.
18

SUMMARY OF OTHER NOI & CORPORATE G&A
The change from period to period is primarily reductions in overhead expense. In addition to overhead
these line items also include fee income, consulting expenses, non-capitalized development costs and
other miscellaneous items.

Item

Q3 2 0 1 6

Corporate General & Adminstrative Expenses

(1)

(17,917)

Operations Segment - Other NOI: Other Operations (2)
Development Segment - Other Development

(2)

Total

Item
(1)

Operations Segment - Other NOI: Other Operations
Development Segment - Other Development

(1)
(2)

19

(10,921)

(2)

(2)

C hange
(6,996)

(6,385)

6,935

(3,758)

(9,219)

5,461

(21,125)

(26,525)

5,400

Y TD 2 0 1 6 Y TD 2 0 1 5

Corporate General & Adminstrative Expenses

Total

550

Q3 2 0 1 5

C hange

(51,779)

(38,775)

(13,004)

(3,898)

(17,460)

13,562

(23,491)

(32,149)

8,658

(79,168)

(88,384)

9,216

See pages 11 in the supplemental package furnished to the SEC on November 3, 2016.
See page 23-24 in the supplemental package furnished to the SEC on November 3, 2016.

NET ASSET VALUE DISCLOSURE*
N et Asset Value C om ponents - Septem ber 3 0 , 2 0 1 6
C om pleted Rental Properties - Operations
Q3 2 0 1 6 N et Stabiliz ed Stabiliz ed
Annualiz ed
(Dollars in millions at company's share)

Operations
Office Real Estate
Life Science
Cambridge
Other Life Science
New York
Manhattan
Brooklyn
Central Business District
Suburban/Other
Subtotal Office
Retail Real Estate
Regional Malls
Specialty Retail Centers
Subtotal Retail
Apartm ent Real Estate
Apartments, Core-Markets
Apartments, Non-Core Markets
Subtotal Apartment Product Type
Federal Assisted Housing
Subtotal Apartments
Subtotal
Straight-line rent adjustments
Other operations
Total Operations
Developm ent
Recently-Opened Properties/Redevelopment
Straight-line rent adjustments
Other Development
Total Developm ent
20

N OI
A

$

( 1)

16.2
5.1

$

14.0
22.6
5.1
3.3
66.3

$

28.2
12.0
40.2

34.1
10.8
$
44.9
4.6
49.5
$ 156.0
2.5
0.5
$ 159.0
$

$

1.8
0.3
(4.1)
(2.0)

Adjustm ents
B

$

$

$

$

$

$
$

$

( 2)

1.9
(0.5)
1.4
0.3
0.6
0.9
0.3
1.2
2.6
2.6
4.3
(5.5)
(1.2)

N OI
= A+ B

$

18.1
5.1

$

14.0
22.6
4.6
3.3
67.7

$

28.2
12.0
40.2

$

$

$
$

$

34.4
11.4
45.8
4.9
50.7
158.6
2.5
0.5
161.6
6.1
0.3
(9.6)
(3.2)

* Footnotes provided in the appendix section

Stabiliz ed N OI

$

N onrecourse
( 3)

72.4
20.4

$

56.0
90.4
18.4
13.2
270.8

$

112.8
48.0
160.8

$

$

$
$

$

137.6
45.6
183.2
19.6
202.8
634.4
10.0
2.0
646.4
24.4
1.2
(38.4)
(12.8)

Debt, net

$

( 4)

(431.8)
(156.2)

$

(638.7)
(411.8)
(136.7)
(83.1)
(1,858.3)

$

(1,068.7)
(485.3)
(1,554.0)

$

$

$
$

$

(1,351.0)
(311.0)
(1,662.0)
(141.8)
(1,803.8)
(5,216.1)
(5,216.1)
(166.5)
(166.5)

NET ASSET VALUE DISCLOSURE*

(CONTINUED)

As of September 30, 2016 (Dollars in millions at company's share)
Developm ent
Projects under construction
Projects under development
Land inventory
Stapleton
Commercial Outlots

N onrecourse
Book Value
$
519.2
$
282.0

Debt, net
$
(108.1)
$
(186.2)

$
$

Value
411.1
95.8

$
$

47.6
31.8

$
$

$
$
$

47.6
23.4
5 7 7 .9

Other Tangible Assets
Cash and equivalents
Restricted cash

$
$

442.2
254.9

$
$

442.2
254.9

Accounts receivable, net (6)
Notes Receivable
Net investments and advances to unconsolidated entities
Prepaid expenses and other deferred costs, net

$
$
$
$

264.6
413.0
60.2
94.2

$
264.6
$
413.0
$
60.2
$
94.2
$ 1 ,5 2 9 .1

Recourse Debt and Other Liabilities
Revolving credit facility
Term loan facility
Convertible senior debt, net
Less: convertible debt
Construction payables

$
$
$
$
$



(112.1)
112.1
(130.3)

$
$
$
$
$



(112.1)
112.1
(130.3)

Operating accounts payable and accrued expenses (7)

$

(707.2)

$
$

(707.2)
(8 3 7 .5 )

Share Data (in millions)
Diluted weighted average number of shares for the three months ended September 30, 2016

21

N et Book

( 4)

* Footnotes provided in the appendix section


(8.4)

266.9

IMPLIED CAP RATE
Using our Net Asset Value Disclosure

NAV Components
as of 9/30/2016

Share Price as of October 27, 2016
Shares Outstanding (including diluted shares)
Market Capitalization

A
B
A x B= C

Net Book Value of Development Pipeline
Net Book Value of Other Tangible Assets
Net Book Value of Recourse Debt and Other Liabilities

Implied Equity Value of Completed Rental Properties
Book Value of Adjusted Rental Properties Nonrecourse Debt, net
Implied Gross Value of Completed Rental Properties
Annualized Stabilized NOI for Completed Rental Properties
Implied Cap Rate

22

$
$
$

D

$

=C - D

$

21.09
266.9
5,628.9
577.9
1,529.1
(837.5)
1,269.5

$

4,359.4
5,382.6
9,742.0

$

633.6
6.5%

GROWTH OPPORTUNITY - DEVELOPMENTAL PIPELINE
Our pipeline of projects currently under construction consists of 2,852 apartment units and
310,250 SF gross leasable area, representing cost at company share of $698.9 million.

NEW YORK CITY
235,000 Office GLA
35,000 SF Retail GLA
601 Apartment Units
278 Condominium Units
$369.0 MM Cost at Company Share

DENVER
399 Apartment Units
7,000 SF Retail GLA
$88.4 MM Cost at Company Share

LOS ANGELES
391 Apartment Units
15,000 SF Retail GLA
$36.2 MM Cost at Company Share
WASHINGTON D.C.
365 Apartment Units
5,000 SF Retail GLA
$38.4 MM Cost at Company Share

DALLAS
389 Apartment Units
4,250 SF Retail GLA
31.1 MM Cost at Company Share

Jersey City
9,000 SF Retail GLA
421 Apartment Units
$107.1 MM Cost at Company Share

NOI ≥ 6%
PHILADELPHIA
286 Apartment Units
$28.7 MM Cost at Company Share

NOI < 6%

1

23

86JT: 660556_1.wor

Core markets include those mentioned in the map and regional malls outside of these markets.

GROWTH OPPORTUNITY - DEVELOPMENTAL PIPELINE

Location

Cost at Completion (b)
Legal
Cost at
Anticipated Ownership Compan
Company
Opening Date
(a)
y % (a) Cost at 100%
Share

Cost Incurred to Date (c)
Cost at
Cost at
Company
100%
Share

No. of
Units

GLA

27.9
24.6
29.6
8.8
90.9

286
365
391
389
1,431


5,000
15,000
4,250
24,250

$

34.1
73.1
27.7

134.9
26.0
57.9
309.7

298
278
303

879
399
421
3,130


7,000
28,000

35,000
7,000
9,000
75,250

$

98.5
408.2

Lease %
(d)

(in millions)

Projects Under Construction
Apartments:
Arizona State Retirement System Joint Venture:
NorthxNorthwest (Museum Towers II)
Eliot on 4th
Broadway and Hill
West Village II

Philadelphia, PA
Washington, D.C.
Los Angeles, CA
Dallas, TX

Q4-16
Q1-17
Q3-17
Q1-18/Q2-18

25 %
25 %
25 %
25 %

Greenland Joint Venture (e):
535 Carlton
550 Vanderbilt (condominiums)
38 Sixth Ave
Pacific Park - Parking (g)

Brooklyn, NY
Brooklyn, NY
Brooklyn, NY
Brooklyn, NY

Q4-16/Q4-17
Q1-17/Q3-17
Q2-17/Q2-18
Q4-16/Q1-18

30 %
30 %
30 %
30 %

(f)
(f)
(f)
(f)

30 %
30 %
30 %
30 %

Town Center Wrap
Hudson Exchange

Denver, CO
Jersey City, NJ

Q2-17/Q4-17
Q1-18

95 %
50 % (f)

95 %
50 %

Office:
The Bridge at Cornell Tech
Total Projects Under Construction (h)
Estimated Initial Yield on Cost

Roosevelt Island, NY

Q2-17

100 %

25 %
25 %
25 %
25 %

114.4
142.9
140.1
121.2
518.6
$

$

168.1
362.7
202.7
46.2
779.7
93.1
214.1
1,605.5

$

164.1
1,769.6

100 %

28.7
38.4
36.2
31.1
134.4
$

$

47.2
98.0
55.6
4.1
204.9
88.4
107.1
534.8

$

164.1
698.9

$

$

125.1
275.1
108.3
32.3
540.8
27.3
113.4
1,001.5

$

98.5
1,100.0

5.6% - 6.1% (i)

See footnotes on page 39 of the supplemental package, furnished to the SEC on form 8-K on November 3, 2016.

24

104.0
87.1
97.5
31.4
320.0
$

235,000

39 %

GROWTH OPPORTUNITY- PROJECTS UNDER DEVELOPMENT
Below is a summary of our active large scale development projects which are crucial to our long-term growth. While we cannot make any assurances on the timing or delivery
of these projects, we believe our track record speaks to our ability to bring large, complex projects to fruition when there is demand and available construction financing. The
projects listed below represent company ownership costs of $163.7 million ($172.6 million at full consolidation) of Projects Under Development on our balance sheet and
company ownership mortgage debt of $164.2 million ($9.7 million at full consolidation).
1) Pacific Park Brooklyn - Brooklyn, NY
Pacific Park Brooklyn, a 22-acre mixed-use project, is located adjacent to the state-of-the-art arena, Barclays Center . At full build-out, Pacific Park Brooklyn is expected to
feature more than 6,400 units of housing, including 2,250 affordable units, approximately 250,000 square feet of retail space, and more than 8 acres of landscaped open
space. Projects currently under construction include 535 Carlton , a 100% affordable rental building with 298 residential units, 550 Vanderbilt , a 278-unit condominium
building, 38 Sixth Ave , a 303-unit, 100% affordable rental building and parking garages which are expected to include 370 parking spaces. Current completed project is 461
Dean Street, a 50% market-rate and 50% affordable rental building with 363 apartment units. During the three months ended September 30, 2016, we recorded an
impairment of $299.3 million ($266.0 million and $33.3 million allocated our projects under development and projects under construction, respectively) related to this
project.
2) The Yards - Washington, D.C.
The Yards is a 48-acre mixed-use project, located in the neighborhood of the Washington Nationals baseball park in the Capitol Riverfront District. At full build-out, the project
is expected to include up to 3,400 residential units, 1.8 million square feet of office space and approximately 400,000 square feet of retail and dining space. The Yards
features a 5.5-acre publicly funded public park that is a gathering place and recreational focus for the community. Current completed projects include a 170-unit residential
building, Foundry Lofts ; two retail centers: Boilermaker Shops and Lumber Shed , with 40,000 and 31,000 square feet, respectively; and two mixed-used properties,
Twelve12 with 218 residential units and 88,000 square feet of retail space and Arris with 327 residential units and 19,000 square feet of retail space.
3) The Science + Technology Park at Johns Hopkins - Baltimore, MD
The Science + Technology Park at Johns Hopkins is a 31-acre center for collaborative research directly adjacent to the world-renowned Johns Hopkins medical and research
complex. Plans call for 1.1 million square feet in five buildings, with future phases able to support additional expansion. Current completed projects include a 164,000 squarefoot office building, 1812 Ashland Ave , the 279,000 square-foot 855 North Wolfe Street , a 492,000 square-foot parking garage for Johns Hopkins and a 234,000 squarefoot commercial building developed on a fee basis which is fully leased by the Department of Health & Mental Hygiene.
4) Waterfront Station - Washington, D.C.
Located in Southwest Washington, D.C., Waterfront Station is adjacent to the Waterfront MetroRail station. Waterfront Station is expected to include 660,000 square feet of
office space, 365 residential units and 40,000 square feet of retail stores and restaurants. Currently under construction is a 365-unit residential building, Eliot on 4th .
5) Pier 70 - San Francisco, CA
Pier 70 is a former shipyard on San Francisco's eastern waterfront. Our master development area of 28 acres is a mixed-use project, which is expected to include 3.2 million
total square feet, consisting of 900,000 to 1.8 million square feet of office space, approximately 350,000 square feet of traditional retail, local production, and
cultural/community uses, 1,000 to 2,000 residential units, approximately 2,000 parking spaces and 7 acres of waterfront parks.
6) 5M - San Francisco, CA
5M is a mixed-use project on approximately 4 acres in downtown San Francisco. 5M is expected to include approximately 800,000 square feet of commercial uses and 690
residential units. The project will retain three existing historic buildings, including the iconic San Francisco Chronicle building and would create significant new open spaces for
the neighborhood. The project is designed to house a dynamic ground-floor mix featuring local retail and arts, cultural and community uses for a total of approximately 1.7
million square feet of development.
25

Appendix

26

NEW YORK CITY
Market Trends Manhattan
 Office
- 2.0M SF 12 Mo. Deliveries
- 558.4M SF Current Inventory
- -0.1% Net Absorption Rate
- 13.7% Rent Growth – 4 & 5 Star Sector
- 9.6% Rent Growth – All Class Sectors
- 13.5% - 4 & 5 Star Availability Rate
- 11.9% All Class Sectors Availability Rate
 Apartment
- 7,257 Units 12 Mo. Deliveries
- 825,895 Units Current Inventory
- 0.2% Net Absorption Rate
- $4,504 Effective Rent – 4 & 5 Star Sector
- $3,674 Effective Rent – All Class Sectors
- 2.2% Rent Growth – 4 & 5 Star Sector
- 2.5% Rent Growth – All Class Sectors

Total NOI

NYC Portfolio NOI

Nine Months Ended 9/30/2016
Retail
25%

New York
City
36%

Source: CoStar 16Q3

27

Apartments
10%

The New York Times Building - New York, NY

FCRT Portfolio
OFFICE

882,000 SF

Harlem Office

147,000

New York Times Building

735,000

APARTMENTS

1,230 Units

8 Spruce Street

899

Worth Street

331

RETAIL

Office
65%

GLA/Units Occupancy YTD Comp NOI

(1)

961,000 SF

42nd Street

312,000

East River Plaza

523,000

Harlem Center

126,000

100%

3.8%

95.9%

5.4%

96.4%

2.2%

CORNELL NYC TECH CAMPUS
New York City, NY

28

NEW YORK CITY
Market Trends Brooklyn
 Office
- 396,981 SF 12 Mo. Deliveries
- 45.5M SF Current Inventory
- 0.1% Net Absorption Rate
- 3.4% Rent Growth – 4 & 5 Star Sectors
- 2.2% Rent Growth – All Class Sectors
- 13.9% - 4 & 5 Star Availability Rate
- 12.1% All Class Availability Rate
 Apartment
- 4,380 Units 12 Mo. Deliveries
- 432,800 Units Current Inventory
- 0.2% Net Absorption Rate
- $3,457 Effective Rent – 4 & 5 Star Sectors
- $2,142 Effective Rent – All Class Sectors
- 1.5% Rent Growth – 4 & 5 Star Sectors
- 4.6% Rent Growth – All Class Sectors

Total NOI

NYC Portfolio NOI

Nine Months Ended 9/30/2016
Retail
25%

New York
City
36%

Apartments
10%

Metrotech - Brooklyn, NY

FCRT Portfolio
OFFICE

29

3.6M SF

98.4%

8.2%

95.9%

0.1%

96.6%

10.9%

399,000
751,000

Two Metro Tech Center

427,000

Nine Metro Tech Center

269,000

Eleven Metro Tech Center

184,000

Twelve Metro Tech Center

177,000

Fifteen Metro Tech Center

617,000

One Pierrepont Plaza
500 Sterling Place
DKLB BKLN

RETAIL (1)
Shops at Atlantic Center Site V

Source: CoStar 16Q3

YTD Comp NOI

One Metro Tech Center

Brooklyn Commons
1

Occupancy

Atlantic Terminal Office

APARTMENTS
Office
65%

GLA/Units

744,000

263 Units
77
186

641,000 SF
151,000
47,000

Atlantic Center

202,000

Atlantic Terminal Mall

189,000

The Heights

52,000

PACIFIC PARK BROOKLYN: PROJECT PLAN

22-acre mixed-use project, adjacent to the Barclays Center in Brooklyn, NY.

Expected to feature:

6,400 Residential Units / 2,250 Affordable

250,000 s.f. of retail space

8 acres of landscaped open space

Strategic Partner: Greenland
 Contribution of approximately $208 million to acquire 70% of the project

Transit and Infrastructure Improvements

LEED Certified & Sustainable Development

For-Sale Condos
278 Units
461 Dean St
461 Dean St

Market-rate &
affordable rental
363 units
Opened Q3 2016

38 Sixth Ave

100% affordable rental
303 units
Est. opening Q2 2017/2018

30

100% affordable rental
298 units
Est. opening Q4 2016/2017

NEW YORK CITY
Demographic Snapshot
Population - Annual Growth Rate
2016-2021
Brooklyn
Borough

0.96%

Manhattan

0.69%

USA

0.84%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

Educational Attainment
Brooklyn…

Manhattan
USA

20.2%

12.7%

32.0%
18.8%

8 Spruce Street – New York, NY
28.7%

11.6%

Household Income

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0%

Bachelor's Degree

Graduate/Professional Degree

Total
Population
Manhattan Borough
Brooklyn Borough

1.7M
2.6M

Median
Age
37.5
34.9

Brooklyn
Borough

$36,954
$45,575

$54,723
$74,300

Manhattan

$44,652
$54,149

USA
$0

$20,000

$40,000

Median Disposable Income

$60,000

Median HH Income

Source: CoStar 16Q3 & ERSI

31

$80,000

2.4% Job Growth (NY Metro)

DC – CAPITAL BELTWAY CORRIDOR
Market Trends
 Office
- 793,277 SF 12 Mo. Deliveries
- 264.8M SF Current Inventory
- -0.1% Net Absorption Rate
- 2.9% Rent Growth – 4 & 5 Star Sector
- 2.8% Rent Growth – All Class Sectors
- 20.1% - 4 & 5 Star Availability Rate
- 18.6% All Class Sectors Availability Rate
 Apartment
- 8,774 Units 12 Mo. Deliveries
- 442,164 Units Current Inventory
- 0.4% Net Absorption Rate
- $2,249 Effective Rent – 4 & 5 Star Sector
- $1,668 Effective Rent – All Class Sectors
- 2.6% Rent Growth – 4 & 5 Star Sector
- 3.7% Rent Growth – All Class Sectors

Total NOI

DC Portfolio NOI

Nine Months Ended 9/30/2016
Retail
16%

Washington D.C.
9%

Office
40%

Apartments
44%

Foundry Lofts - Washington D.C.

FCRT Portfolio
OFFICE
Ballston Common Office Center
Edgeworth Building
Glen Forest Office Park
Johns Hopkins- 855 N Wolfe St.

APARTMENTS
American Cigar Lofts
Cameron Kinney Lofts
Consolidated Carolina Lofts
Cutter’s Ridge
Lucky Strike Lofts
The Yards (Foundry Lofts/Twelve12)
Grand
Lenox Club
Lenox Park
Fort Lincoln II, III & IV

RETAIL (1)
1

Greater Washington D.C./Baltimore includes Richmond, VA, Arlington, VA and Silver Spring, MD.
Source: CoStar 16Q3

32

GLA/Units
1.2 M SF

Occupancy YTD Comp NOI
88.2%

7.3%

95.1%

2.8%

99.85%

6.4%

176,000
139,000
563,000
276,000

1,997 Units
171
259
12
270
131
388
235
183
193
155

713,000 SF

Ballston Quarter

310,000

Short Pump Town Center

244,000

The Yards (3)

159,000

THE YARDS DEVELOPMENT: SITE PLAN
Washington, D.C. – In total, a 48-acre mixed-use project in the neighborhood of the Washington Nationals
baseball park in the Capitol Riverfront District of Washington, D.C. At full build-out, the project is expected to
include up to 3,400 residential units, 1.8 million square feet of office space, and approximately 400,000
square feet of retail and dining space.

33

BALLSTON QUARTER
Arlington, VA

Four miles from Washington, D.C., the project will open up
the existing enclosed mall. The project plan also involves
significant public infrastructure improvements, including
an enhanced pedestrian bridge spanning Wilson Blvd., a
public plaza, parking garage upgrades, enhanced
streetscapes, and a 406-unit residential tower adjacent to
the center, creating a true, mixed-use live/work/shop
environment at the site.

Current Exterior

34

Future State

WATERFRONT STATION – SITE PLAN
Washington, D.C. – Located in Southwest Washington, D.C., Waterfront Station is adjacent to the
Waterfront MetroRail station. Waterfront Station is expected to include 660,000 square feet of office
space, 365 residential units and 40,000 square feet of retail stores and restaurants. Currently under
construction is a 365-unit residential building, Eliot on 4th.

Eliot on 4th
Lex at Waterfront Station

365 Units
Anticipated Opening Q1-17

~250 Units
Opened 2014

East & West 4th Street
500K SF Office
80K of Retail
Completed & Sold 2011

Developed by:
Urban Atlantic and JBG

Leo at Waterfront Station
~250 Units
Opened 2014
Developed by:
Urban Atlantic and JBG

POTENTIAL FUTURE
DEVELOPMENT
M Street Office 375 and
425 M Street
625K SF Office
Ground Floor Retail
Forest City is Partial owner

35

DC – CAPITAL BELTWAY CORRIDOR
Demographic Snapshot
Population - Annual Growth Rate
2016-2021
Capital Beltway
Corridor

1.25%

USA

0.84%

0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40%

Educational Attainment
Capital Beltway
Corridor
USA

24.2%

18.8%

The Boilermaker Shops- Washington D.C.

29.0%

11.6%

Household Income

0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0%

Bachelor's Degree

Graduate/Professional Degree

Total
Population
DC – Capital Beltway Corridor

1.9M

Median
Age
34.7

Capital Beltway
Corridor

$58,498
$78,591
$44,652

USA

$54,149
$0

$20,000 $40,000 $60,000 $80,000 $100,000

Median Disposable Income
Source: CoStar 16Q3 & ESRI

36

Median HH Income

2.4% Job Growth (DC Metro)

BOSTON OVERVIEW - CAMBRIDGE
Market Trends

Office
-

1.3M SF 12 Mo. Deliveries
30.6M SF Current Inventory
1.0% Net Absorption Rate
7.9% Rent Growth – 4 & 5 Star Sectors
-6.6% Rent Growth – All Class Sectors
5.4% - 4 & 5 Star Availability Rate
5.4% All Class Availability Rate

Apartment
- 407 Units 12 Mo. Deliveries
- 17,841 Units Current Inventory
- 1.0% Net Absorption Rate
- $3,149 Effective Rent – 4 & 5 Star Sectors
- $2,600 Effective Rent – All Class Sectors
- 1.4% Rent Growth – 4 & 5 Star Sectors
- 2.8% Rent Growth – All Class Sectors

University Park at MIT– Boston, MA

FCRT Portfolio
OFFICE

Total NOI

Boston Portfolio NOI

Nine Months Ended 9/30/2016
Apartments
17%

Boston
13%

37

Source: CoStar 16Q3 & 16 Q3 JLL Cambridge

Occupancy

YTD Comp NOI

1.3 M SF

100%

19.3%

95.7%

10.4%

26 Landsdowne Street

100,000

35 Landsdowne Street

202,000

40 Landsdowne Street

215,000

45/75 Sidney Street

277,000

64 Sidney Street

126,000

65 Landsdowne Street

122,000

88 Sidney Street

146,000

350 Massachusetts Ave

85,000

38 Sidney Street

APARTMENTS
Office
83%

GLA/Units

61,000

651 Units

100 (100 Landsdowne)

203

91 Sidney

135

KBL

142

Loft 23

51

Radian

120

UNIVERSITY PARK AT MIT – SITE PLAN
Cambridge, MA

• Enduring partnership with MIT now in its
32nd year
• Forest City entered into an agreement to
acquire Health Care REIT’s (NYSE: HCN)
49% equity interest in seven life-science
office properties and two parking facilities
• 27 acres
• 2.6M s.f.
• 1.5M s.f. of lab/office space
• 674 residences

• 210-room hotel & conference center
• 75,000 s.f. restaurants, retail, and
childcare
• 2,600 parking spaces

• Multi-acre urban park system
• Buildings owned in 50/50 partnerships
with MIT; All others owned 100%
38

BOSTON OVERVIEW
Demographic Snapshot
Population - Annual Growth Rate
2016-2021
Boston

0.92%

USA

0.84%

0.80% 0.82% 0.84% 0.86% 0.88% 0.90% 0.92% 0.94%

Educational Attainment
Boston

25.3%

USA

18.8%
0.0%

10.0%

Bachelor's Degree

11.6%
20.0%

30.0%

Household
40.0%

50.0%

Graduate/Professional Degree

Total
Population
City of Boston

Loft 23 – Boston, MA

21.2%

648,251

Median
Age
31.9

$42,856

Boston

$54,085
$44,652

USA

$54,149

$0

$10,000 $20,000 $30,000 $40,000 $50,000 $60,000

Median Disposable Income
Source: CoStar 16Q3

39

Median HH Income

2.0% Job Growth (Boston Metro)

STAPLETON
Located on the site of Denver’s former international
airport, Stapleton is one of the largest urban
redevelopments in the United States. Forest City was
named Master Developer in 1998; construction
began in 2001.
This 4,700-acre, mixed-use community is home to a
approximately 23,500 residents and includes 6,749
homes, 1,524 rental apartments developed
(additional 483 under construction), 2.4 million s.f.
of retail, nearly 400,000 s.f. of office space, 2.5
million s.f. of flex/R&D space, 14 schools, and 1,074
acres of parks, open space and trails. Of the total
acreage designated for development at Stapleton,
Forest City has acquired 2,399 acres to date, with
536 acres remaining for future development. At
12/31/15, the taxable property value added to the
City of Denver’s tax rolls totaled approximately $3.6
billion.
Continued Momentum at Stapleton
Lots sold to homebuilders
700
600
500
400
300
200
100
-

650
530

501

522

205

1/31/2013 12/31/2013* 12/31/2014 12/31/2015 9/30/2016†
*Represents 11 months ended 12/31/2013
†Represents YTD sales as of 9/30/2016

40

STAPLETON – SITE PLAN
Stapleton, CO

41

SAN FRANCISCO - OVERVIEW

42

PIER 70 – SITE PLAN
San Francisco, CA – Pier 70 is a former shipyard on San Francisco's eastern waterfront. The Forest City
master development area of 28 acres is a mixed-use project, which is expected to include 3.2 million total
square feet, consisting of 900,000 to 1.8 million square feet of office space, approximately 350,000
square feet of traditional retail, local production, and cultural/community uses, 1,000 to 2,000 residential
units, approximately 2,000 parking spaces and 7 acres of waterfront parks.

43

5M– SITE PLAN
San Francisco, CA – 5M is a mixed-use project on approximately 4 acres in downtown San Francisco. 5M is
expected to include approximately 800,000 square feet of commercial uses and 690 residential units. The
project will retain three existing historic buildings, including the iconic San Francisco Chronicle building and
would create significant new open spaces for the neighborhood. The project is designed to house a
dynamic ground-floor mix featuring local retail and arts, cultural and community uses for a total of
approximately 1.7 million square feet of development.

44

CORE MARKET DEMOGRAPHIC AVERAGES
Pop Growth
2016-2021

City

1

45

Source: ESRI

Bachelor's
Degree

Graduate/
Prof Degree

Median HH
Income

Median HH
Disposable Median Age
Income

ASRS – MULTIFAMILY DEVELOPMENT FUND
OVERVIEW: Forest City was chosen by the Arizona State Retirement System (“ASRS”) based on development
expertise, the quality of our portfolio, a visible pipeline of opportunities, as well as engagement in communities
where we do business. The $400 million equity fund is paired with project financing for aggregate multifamily
development investment of up to $1 billion. The fund has invested primarily in four core markets: Washington, D.C.,
Philadelphia, Los Angeles, and San Francisco.

MUSEUM TOWERS II(2)

THE UPTOWN(1)
Oakland, CA
665 Units
Opened 2008

MUSEUM TOWERS(1)

2175 MARKET STREET
San Francisco, CA
88 Units
Opened Q4-14

BLOSSOM PLAZA
Los Angeles, CA
237 Units
Opened Q2-16

Philadelphia, PA
286 Units
Opened 1997

THE YARDS – ARRIS
Washington, D.C.
327 Units
Opened Q1-16

BROADWAY AND HILL(2)
Los Angeles, CA
391 Units
Anticipated Opening Q3-17

WEST VILLAGE II(2)
Dallas, TX
389 Units
Anticipated Opening Q1-18/Q2-18
(1)
(2)

46

Existing operating asset which has been added to the investment of the fund.
Under construction as of 9/30/2016

Philadelphia, PA
286 Units
Anticipated Opening Q4-16

ELIOT ON 4TH(2)
Washington, D.C.
365 Units
Anticipated Opening Q1-17

RETAIL PORTFOLIO
Comp an y
Sh are

Locati on

Total SF

Total SF at
Comp an y
Sh are

GLA

GLA at
Comp an y
Sh are

Regional Malls
QI C J V

Q3-16
N on recou rse
A n n u ali zed
Deb t, n et
Stab i li zed N OI
(in millions)

Ballston Quarter

51%

Arlington, VA

578,000

295,000

310,000

158,000

Antelope Valley Mall
Galleria at Sunset

51%

Palmdale, CA

1,184,000

604,000

654,000

334,000

51%

Henderson, NV

1,599,000

815,000

444,000

226,000

Mall at Robinson
Promenade Temecula

51%
51%

Pittsburgh, PA
Temecula, CA

900,000
1,279,000

459,000
652,000

383,000
544,000

195,000
277,000

South Bay Galleria

51%

Redondo Beach, CA

960,000

490,000

477,000

243,000

Victoria Gardens

51%

Rancho Cucamonga, CA

1,403,000

716,000

862,000

440,000

Westchester's Ridge Hill

49%

Yonkers, NY

1,271,000

623,000

1,271,000

623,000

Short Pump Town Center

34%

Richmond, VA

1,341,000

456,000

717,000

244,000

Charleston Town Center

26%

Charleston, WV

892,000

227,000

347,000

88,000

Tampa, FL

747,000

747,000

358,000

358,000

1,184,000

592,000

533,000

267,000

962,000

962,000

385,000

385,000

Shops at Wiregrass (1)
Westfield San Francisco Centre

100%
50%

San Francisco, CA

Boulevard Mall

100%

Amherst, NY

Shops at Northfield Stapleton

100%

Denver, CO

1,125,000
1,125,000
672,000
672,000
R eg ional Malls Tot al……………………………………………………………………………………………………………………………………………………………………………………………………
15,425,000
8,763,000
7,957,000
4,510,000
(1,068.7)
112.8

S pecialt y Ret ail C ent ers
Madison J V
42nd Street

51%

Manhattan, NY

312,000

159,000

312,000

159,000

Atlantic Center

51%

Brooklyn, NY

396,000

202,000

396,000

202,000

Atlantic Terminal Mall

51%

Brooklyn, NY

371,000

189,000

371,000

189,000

Castle Center

51%

Bronx, NY

63,000

32,000

63,000

32,000

Forest Avenue

51%

Staten Island, NY

70,000

36,000

70,000

36,000

Harlem Center

51%

Manhattan, NY

126,000

64,000

126,000

64,000

Queens Place

51%

Queens, NY

455,000

232,000

222,000

113,000

Shops at Bruckner Boulevard

51%

Bronx, NY

116,000

59,000

116,000

59,000

Shops at Gun Hill Road

51%

Bronx, NY

147,000

75,000

147,000

75,000

Shops at Northern Boulevard

51%

Queens, NY

218,000

111,000

218,000

111,000

Shops at Richmond Avenue

51%

Staten Island, NY

76,000

39,000

76,000

39,000

The Heights

51%

Brooklyn, NY

102,000

52,000

102,000

52,000

38%
50%

North Bergen, NJ
Manhattan, NY

347,000
523,000

133,000
262,000

347,000
523,000

133,000
262,000

90%

Columbia Park Center
East River Plaza
East 29th Avenue Town Center

Denver, CO

213,000

192,000

98,000

88,000

Brooklyn Commons

100%

Brooklyn, NY

151,000

151,000

151,000

151,000

Fairmont Plaza Cinema

100%

San Jose, CA

70,000

70,000

70,000

70,000

Shops at Atlantic Center Site V

100%

Brooklyn, NY

47,000

47,000

17,000

17,000

Station Square

100%

Pittsburgh, PA

235,000

235,000

235,000

235,000

Boilermaker Shops

100%

Washington, D.C.

40,000

40,000

40,000

40,000

Lumber Shed

100%

Washington, D.C.

31,000

31,000

31,000

31,000

Twelve12

100%

Washington, D.C.

88,000

88,000

88,000

88,000

The Yards

S pecialt y R et ail C ent ers Tot al……………………………………………………………………………………………………………………………………………………………………………………
4,197,000
2,499,000
3,819,000
2,246,000
(485.3)
48.0

Tot al Ret ail C ent ers…………………………………………………………………………………………………………………………………………………………………………………………………………………………………
1 9 ,6 2 2 ,0 0 0
1 1 ,2 6 2 ,0 0 0
1 1 ,7 7 6 ,0 0 0
6 ,7 5 6 ,0 0 0
( 1 ,5 5 4 .0 )
1 6 0 .8
(1)

Subsequent to September 30, 2016, we entered into a joint venture with QIC for 49% of our equity interests.

CORPORATE SOCIAL RESPONSIBILITY

http://csr.forestcity.net
GOAL: To distinguish Forest City as the Partner of Choice by doing the
right thing for the communities in which we operate, the environment,
and our business
ACCOUNTABILITY: GRI G4-compliant Materiality Assessment
completed in 2015. Corporate Responsibility function moved to
Strategy Division for broader corporate reach. CEO’s staff receives
twice-yearly updates on Corporate Responsibility goals and initiatives.
REPORTING: Forest City completed its first GRI G4 report in 2016.
We participated in the Global Real Estate Sustainability Benchmark
(GRESB) for the second time in 2016, earning a Green Star for
performance in the top quadrant of participants.

48

HIGHLIGHTS:
• Forest City named the 2015 Outstanding Multi-family Developer,
as part of the annual LEED Homes Awards from the U.S. Green
Building Council (USGBC).

• 22 LEED certified properties (includes Neighborhood
Developments, New Construction, Homes); 13 development
projects targeting LEED certification, 9 properties ENERGY
STAR® certified; 12 BOMA 360 certified properties.
• For the fourth straight year, ranked as a Top Workplace in
Cleveland in the category of large employers with more than 500
local employees.

GAAP Compliance Footnotes/
Reconciliations

49

NET ASSET VALUE COMPONENTS - FOOTNOTES
1)
2)

Q3 2016 NOI is reconciled to NOI at full consolidation by Segment for the three months ended September 30, 2016 in the Supplemental
Operating Information section of the supplemental package.
The net stabilized adjustments column represents net adjustments assumed to arrive at an estimated annualized stabilized NOI. We include
stabilization adjustments to the Q3 2016 NOI as follows:
a)
Due to the temporary decline in occupancy at 45/75 Sidney Street (Life Science), we have included a stabilization adjustment to the
Q3 2016 NOI to arrive at our estimate of stabilized NOI. This temporary decline was due to one of our tenants relocating to 300
Massachusetts Ave (Life Science). This vacant space is currently leased and is expected to be occupied in Q4 2016.
b)
Due to quarterly fluctuations of NOI as a result of distribution restrictions from our limited-distribution federally assisted housing
properties, we have included a stabilization adjustment to the Q3 2016 NOI to arrive at our estimate of stabilized NOI. Our estimate
of stabilized NOI is based on the 2015 annual NOI of $19.6 million.
c)
Partial period NOI for recently sold properties has been removed in the Operations Segments.
d)
For recently-opened properties currently in initial lease-up periods included in the Development Segment, NOI is reflected at 5% of
the company ownership cost. This assumption does not reflect our anticipated NOI, but rather is used in order to establish a
hypothetical basis for an estimated valuation of leased-up properties. The following properties are currently in their initial lease-up
periods:
Lease
Cost at
Commitment % as of
Property
Cost at 100%
Company Share
October 27, 2016
(in millions)
Office:
1812 Ashland Ave (Life Science)
$ 61.2
$ 61.2
72%
300 Massachusetts Ave (Life Science)
$ 175.6
$ 91.7
100%
Apartments:
461 Dean Street (Core Market)
$ 195.6
$ 195.6
3%
The Bixby (Core Market)
$ 53.8
$ 10.8
6%
Blossom Plaza (Core Market)
$ 104.1
$ 26.8
60%
The Yards – Arris (Core Market)
$ 143.2
$ 37.3
72%
Aster Town Center North (Core Market)
$ 23.4
$ 21.1
90%

NOI attributable to Kapolei Lofts, an apartment community on land in which we lease, is not included in NOI from lease-up properties. We
consolidate the land lessor, who is entitled to a preferred return that currently exceeds anticipated operating cash flow of the project, and
therefore, this project is reflected at 0% for company-share purposes. In accordance with the waterfall provisions of the distribution
Agreement, we expect to share in the net proceeds upon a sale of the project, which is not currently reflected on the NAV component
schedule.

50

NET ASSET VALUE COMPONENTS – FOOTNOTES
e)

f)

(CONTINUED)

On April 1, 2016, we closed on the creation of a joint venture with QIC, in which QIC acquired 49% of our equity ownership of
Ballston Quarter (Development Segment; Recently-Opened Properties/Redevelopment). Due to the planned redevelopment, we
have included a stabilization adjustment to the Q3 2016 NOI to arrive at our estimate of recently-opened
properties/redevelopement annualized stabilized NOI following the disposition of our partial interest and the completion of our
planned redevelopment.
In Q3-16, development fee income of $5.5 million was recognized upon achievement of certain milestones on the project at
Ballston Quarter (Development Segment; Other Development). We have included a stabilization adjustment to remove that
income.

The net stabilized adjustments are not comparable to any GAAP measure and therefore do not have a reconciliation to the nearest
comparable GAAP measure.
3)
4)
5)

6)
7)

51

Company ownership annualized stabilized NOI is calculated by taking the Q3 2016 stabilized NOI times a multiple of four.
Amounts represent the company’s share of each respective balance sheet line item as of September 30, 2016 and may be calculated using the
financial information contained in the Appendix of the supplemental package, furnished to the SEC on form 8-K on November 3, 2016.
Represents 47 federally assisted housing apartment communities. We recently signed a master purchase and sale agreement to dispose of this
portfolio and expect to receive net proceeds of approximately $65 million. We expect the individual property dispositions to close separately
beginning in Q4 2016.
Includes $156.2 million of straight-line rent receivable (net of $9.8 million of allowance for doubtful accounts).
Includes $63.2 million of straight-line rent payable.

RECONCILIATION OF NET EARNINGS (LOSS) TO FFO
N et loss attributable to F orest C ity Realty Trust, Inc.

Three M onths Ended Septem ber 3 0 ,
2016
2015
(in thousands)
$
(430,861) $
(302,219)

Depreciation and Amortization—Real Estate Groups (2)
Gain on disposition of full or partial interests in rental properties
Impairment of depreciable rental properties
Income tax expense adjustment — current and deferred (3):
Gain on disposition of full or partial interests in rental properties
Impairment of depreciable rental properties
F F O attributable to F orest C ity Realty Trust, Inc.
F F O Per Share - Diluted
N um erator (in thousands ):
F F O attributable to F orest C ity Realty Trust, Inc.
If-Converted Method (adjustments for interest, net of tax for 2015):
5.000% Notes due 2016
4.250% Notes due 2018
3.625% Notes due 2020
F F O for per share data
Denom inator:
Weighted average shares outstanding—Basic
Effect of stock options, restricted stock and performance shares
Effect of convertible debt
Effect of convertible 2006 Class A Common Units
Weighted average shares outstanding - Diluted (1)
F F O Per Share - Diluted

(1)-(3)

52

78,880
(14,067)
141,031

91,490
(2,755)
409,156

236,530
(125,815)
155,595

242,984
(22,039)
409,156

1,088
(158,805)
37,955

$

55,272

161,355

$

8,549
(158,805)
427,173

$

161,355

$

427,173

$




161,355

$

407
4,641
3,108
435,329

$



(225,017) $

$

(225,017) $

37,955

$




(225,017) $

24
1,112
712
39,803

$

258,713,429


255,417,396
1,748,909
13,416,727
2,793,642

258,713,429
(0.87) $

273,376,674
0.15

See page 31 and 32 in the supplemental package furnished to the SEC for the quarter ended September 30, 2016 for footnotes.

N ine M onths Ended Septem ber 3 0 ,
2016
2015
(in thousands)
$
(160,227) $
(52,672)

258,437,586
1,221,719

1,940,788
$

261,600,093
0.62

230,778,223
2,559,270
19,910,541
2,912,683
$

256,160,717
1.70

RECONCILIATION OF FFO TO OPERATING FFO
Three M onths Ended Septem ber
30,

F F O attributable to F orest C ity Realty Trust, Inc.
Impairment of non-depreciable real estate
Write-offs of abandoned development projects
Tax credit income
Loss on extinguishment of debt
Change in fair market value of nondesignated hedges
Gains on change in control of interests
Net gain on disposition of interest in development project
Net gain on disposition of partial interest in other investment - Nets
Straight-line rent adjustments
Participation payments
REIT conversion, reorganization costs and termination benefits
Nets pre-tax FFO
Income tax expense (benefit) on FFO
Operating F F O attributable to F orest C ity Realty Trust, Inc.
If-Converted Method (adjustments for interest, pre-tax):
5.000% Notes due 2016
4.250% Notes due 2018
3.625% Notes due 2020
Operating F F O attributable to
F orest C ity Realty Trust, Inc. (If C onverted)

Weighted average shares outstanding - Diluted

53

$

$

2016
2015
% Change
(in thousands)
(225,017) $
37,955
307,630
17,691
10,058

(3,081)
(3,308)

23,018
(42)
1,033






(2,758)
(4,111)

11
8,092
9,515

36,842
525
(21,929)
95,407 $
96,717 (1.4)%


778
363
$

96,548

266,871,210

N ine M onths Ended
Septem ber 3 0 ,

$

$

39
1,816
1,164
$

99,736

237,376,674

2016
2015
% Change
(in thousands)
161,355 $
427,173
307,630
17,691
10,058
15,969
(9,025)
(10,520)
29,933
61,970
1,944
(4,059)

(487,684)
(136,687)

(136,247)

(7,969)
(4,471)

11
22,493
25,498
1,400
38,435
28,267
153,655
273,152 $
233,668 16.9 %


3,028
1,643
$

277,823

268,473,583

665
7,581
5,078
$

246,992

256,160,717

RECONCILIATION OF NET EARNINGS (LOSS) TO EBITDA

N et earnings attributable to F orest C ity Realty Trust, Inc.
Depreciation and amortization
Interest expense
Amortization of mortgage procurement costs
Income tax expense
EBITDA attributable to F orest C ity Realty Trust, Inc.
Impairment of real estate
Net loss on extinguishment of debt
Net gain on disposition of interest in development project
Net gain on disposition of partial interest in other investment - Nets
Net gain on disposition of full or partial interests in rental properties
Gains on change in control of interests
Nets pre-tax EBITDA
REIT conversion, reorganization costs and termination benefits
Adjusted EBITDA attributable to F orest C ity Realty Trust, Inc.

Three M onths Ended Septem ber 3 0 , N ine M onths Ended Septem ber 3 0 ,
2016
2015
2016
2015
(in thousands)
$
(430,861) $
(302,219) $
(160,227) $
(52,672)
79,642
92,613
238,865
246,479
54,408
66,017
168,023
202,205
2,239
2,452
6,676
7,859
525
(179,646)
83,539
3,399
$
(294,047) $
(320,783) $
336,876 $
407,270

$

448,661



(14,067)


8,092
148,639 $

426,847
23,018


(2,755)

36,842
9,515
172,684 $

As of Septem ber 3 0 ,
2016
2015

463,225
29,933
(136,687)
(136,247)
(125,815)

1,400
22,493
455,178 $

426,847
61,970


(22,039)
(487,684)
38,435
25,498
450,297

As of Septem ber 3 0 ,
2016
2015
(in thousands)

Nonrecourse mortgage debt and notes payable, net
Revolving credit facility
Term loan facility

(1)

Convertible senior debt, net(1)
Total debt
Less cash and equivalents
Less cash and equivalents on assets held for sale
N et Debt
N et Debt to Adjusted EBITDA (Annualiz ed) (2)(3)
(1)-(3)

54

$

$

$

5,685,413

$

6,006,454

$

5,685,413

$

112,067
5,797,480 $
(442,216)
(1,215)
5,354,049 $

268,206
6,274,660 $
(339,462)

5,935,198 $

112,067
5,797,480 $
(442,216)
(1,215)
5,354,049 $

9 .0 x

8 .6 x

8 .8 x

See page 33 in the supplemental package furnished to the SEC for the quarter ended September 30, 2016 for footnotes.

6,006,454


268,206
6,274,660
(339,462)

5,935,198
9 .9 x

RECONCILIATION OF EBIT (GAAP) TO NOI (NON-GAAP)
Loss before incom e tax es (GAAP)
Earnings from unconsolidated entities
Loss before income taxes and earnings from unconsolidated entities
Equity in earnings
Exclude non-NOI activity from unconsolidated entities:
Land and non-rental activity, net
Interest and other income
Write offs of abandoned development projects
Depreciation and amortization
Interest expense and extinguishment of debt
Total NOI from unconsolidated entities
Land sales
Cost of land sales
Other land development revenues
Other land development expenses
Corporate general and administrative expenses
REIT conversion, reorganization costs and termination benefits
Depreciation and amortization
Write-offs of abandoned development projects
Impairment of real estate
Interest and other income
Gains on change in control of interests
Interest expense
Amortization of mortgage procurement costs
Loss on extinguishment of debt
N et operating incom e (N on-GAAP)
NOI related to noncontrolling interest
NOI related to company share of discontinued operations
N OI at com pany ow nership
55

$

$

Three M onths Ended Septem ber 3 0 ,
2016
2015
(in thousands)
$ (4 4 3 ,1 2 1 )
$ (4 3 6 ,8 7 2 )
299,967
(7,335)
(143,154)
(444,207)
6,433
$
7,710
(478)
(592)

23,642
24,254
53,259

53,259 $
(10,325)
3,148
(2,636)
1,993
17,917
8,092
62,892
10,058
142,261
(11,980)

34,060
1,314

$ 1 6 6 ,8 9 9
(9,862)

$ 1 5 7 ,0 3 7

(2,076)
(411)

21,077
24,443
50,743

50,743
(23,535)
9,189
(2,087)
2,770
10,921
9,515
71,155

425,463
(8,995)

39,592
1,793
23,609
$ 1 6 5 ,9 2 6
(9,101)
3,717
$ 1 6 0 ,5 4 2

RECONCILIATION OF EBIT (GAAP) TO NOI(NON-GAAP)
Earnings (loss) before incom e tax es (GAAP)
Earnings from unconsolidated entities
Loss before income taxes and earnings from unconsolidated entities
Equity in earnings
Exclude non-NOI activity from unconsolidated entities:
Land and non-rental activity, net
Interest and other income
Write offs of abandoned development projects
Depreciation and amortization
Interest expense and extinguishment of debt
Total NOI from unconsolidated entities
Land sales
Cost of land sales
Other land development revenues
Other land development expenses
Corporate general and administrative expenses
REIT conversion, reorganization costs and termination benefits
Depreciation and amortization
Write-offs of abandoned development projects
Impairment of real estate
Interest and other income
Gains on change in control of interests
Interest expense
Amortization of mortgage procurement costs
Loss on extinguishment of debt
N et operating incom e (N on-GAAP)
NOI related to noncontrolling interest
NOI related to company share of discontinued operations
N OI at com pany ow nership
56

$

$

N ine M onths Ended Septem ber 3 0 ,
2016
2015
(in thousands)
$
(4 5 5 ,4 8 0 )
$
268,267
(187,213)
25,520
$
18,341
(3,149)
(1,347)

68,785
74,948
164,757

$

$

164,757 $
(22,479)
5,190
(6,780)
6,738
51,779
22,493
188,521
10,058
156,825
(32,665)

101,130
4,395
29,084
4 9 1 ,8 3 3
(27,384)
1,198
4 6 5 ,6 4 7

(4,420)
(1,057)
10,191
64,861
76,087
164,003

1 3 ,6 2 5
(37,250)
(23,625)

164,003
(47,589)
15,716
(5,342)
7,608
38,775
25,498
180,379
5,778
425,463
(27,977)
(487,684)
119,685
5,756
61,953
$ 4 5 8 ,3 9 7
(25,173)
13,423
$ 4 4 6 ,6 4 7

COMPARABLE NET OPERATING INCOME DETAIL
Three M onths Ended Septem ber 3 0 , 2 0 1 6
Consolidated and
Company Share
Unconsolidated
of Discontinued
Operations
Entities (1)
Noncontrolling
Company
(in thousands)
Office Segm ent
Comparable NOI
Non-Comparable NOI
Office Product Type NOI

Interest
$

67,835
909
68,744

$

Three M onths Ended Septem ber 3 0 , 2 0 1 5
Consolidated and
Company Share
Unconsolidated
of Discontinued
Operations
Entities (1)
Noncontrolling
Company

Ownership

2,463
4
2,467

$



$ 65,372
905
66,277

Interest
$

68,142
2,689
70,831

$

Ownership

2,516
148
2,664

$



$ 65,626
2,541
68,167

Other NOI (2)
Total Office Segment
Retail Segm ent
Comparable NOI
Non-Comparable NOI
Retail Product Type NOI

2,845
71,589

72
2,539


2,773
69,050

2,170
73,001

132
2,796


2,038
70,205

39,935
256
40,191





$ 39,935
256
40,191

39,292
5,900
45,192





$ 39,292
5,900
45,192

Other NOI (2)
Total Retail Segment
Apartm ent Segm ent
Comparable NOI
Non-Comparable NOI
Apartment Product Type NOI
Federally Assisted Housing

(733)
39,458



462
45,654



462
45,654

49,164
2,645
51,809
4,622

6,474
411
6,885




$ 42,690
2,234
44,924
4,622

48,263
(1,160)
47,103
4,985

6,348
52
6,400




$ 41,915
(1,212)
40,703
4,985

Other NOI (2)
Total Apartment Segment
Operations
Comparable NOI
Non-Comparable NOI
Product Type NOI
Federally Assisted Housing

542
56,973

(409)
6,476


951
50,497

(5,289)
46,799

(365)
6,035


(4,924)
40,764

156,934
3,810
160,744
4,622

8,937
415
9,352




147,997
3,395
151,392
4,622

155,697
7,429
163,126
4,985

8,864
200
9,064




146,833
7,229
154,062
4,985

2,454
200
2,654
168,020

13
(350)
(337)
9,015




2,441
550
2,991
159,005

4,093
(6,750)
(2,657)
165,454

132
(365)
(233)
8,831




3,961
(6,385)
(2,424)
156,623

(233)

290

Other NOI (2):
Straight-line rent adjustments
Other Operations
Total Operations
Developm ent Segm ent
Recently-Opened Properties/Redevelopment
Other Development (3)
Total Development Segment
Other Segm ent
Grand Total
(1)
(2)

57

(3)

1,557

$

(2,678)
(1,121)

166,899 $

1,080
847

9,862

$




(733)
39,458

1,790
(3,758)
(1,968)

$ 157,037

3,957

$

(9,239)
(5,282)
5,754
165,926 $

(20)
270

9,101 $



3,717
3,717

3,667
(9,219)
(5,552)
9,471
$ 160,542

Includes the Company's share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and unallocated management and service company
overhead on our operating properties.
Includes straight-line adjustments, non-capitalizable costs and development overhead on our development projects.

% Change
(0.4)%

1.6 %

1.8 %

0.8 %

COMPARABLE NET OPERATING INCOME DETAIL
(in thousands)
Office Segm ent
Comparable NOI
Non-Comparable NOI
Office Product Type NOI

N ine M onths Ended Septem ber 3 0 , 2 0 1 6
Consolidated and
Company Share
Unconsolidated Noncontrolling of Discontinued Company
Interest
Operations
Ownership
Entities (1)

N ine M onths Ended Septem ber 3 0 , 2 0 1 5
Consolidated and
Company Share
Unconsolidated Noncontrolling of Discontinued Company
Interest
Operations
Ownership
Entities (1)

$

$

196,189
17,769
213,958

$

7,573 $
(20)
7,553



$ 188,616
17,789
206,405

Other NOI (2)
Total Office Segment
Retail Segm ent
Comparable NOI
Non-Comparable NOI
Retail Product Type NOI

4,794
218,752

149
7,702


4,645
211,050

122,306
787
123,093





$ 122,306
787
123,093

Other NOI (2)
Total Retail Segment
Apartm ent Segm ent
Comparable NOI
Non-Comparable NOI
Apartment Product Type NOI
Federally Assisted Housing

1,253
124,346



1,253
124,346

147,862
8,256
156,118
14,961

19,279
1,357
20,636




$ 128,583
6,899
135,482
14,961

Other NOI (2)
Total Apartment Segment
Operations
Comparable NOI
Non-Comparable NOI
Product Type NOI
Federally Assisted Housing

(3,844)
167,235

(1,469)
19,167


466,357
26,812
493,169
14,961

26,852
1,337
28,189

7,419
(5,216)
2,203
510,333

Other NOI (2)
Straight-line rent adjustments
Other Operations
Total Operations
Developm ent Segm ent
Recently-Opened Properties/Redevelopment
Other Development (3)
Total Development Segment
Other Segm ent
Grand Total
(1)
(2)
(3)

58

1,419

$

(21,223)
(19,804)
1,304
491,833 $

186,192
7,564
193,756

$

(1,514)
192,242

7,321
405
7,726

$



$ 178,871
7,159
186,030

141
7,867


117,142
12,826
129,968





$ 117,142
12,826
129,968

1,724
131,692



1,724
131,692

17,838
(172)
17,666




$ 123,238
(2,173)
121,065
14,566

(2,375)
148,068

(14,636)
138,661

(1,104)
16,562


(13,532)
122,099




439,505
25,475
464,980
14,961

444,410
18,045
462,455
14,566

25,159
233
25,392




419,251
17,812
437,063
14,566

(2)
(1,318)
(1,320)
26,869




7,421
(3,898)
3,523
483,464

4,141
(18,567)
(14,426)
462,595

144
(1,107)
(963)
24,429




3,997
(17,460)
(13,463)
438,166

(1,753)

$



1,198
1,198

3,172
(23,491)
(20,319)
2,502
$ 465,647

$

9,183

860

(32,997)
(23,814)
19,616
458,397 $

(848)
12
732
25,173 $




13,423
13,423

5.4 %

(1,655)
184,375

141,076
(2,345)
138,731
14,566

2,268
515

27,384

% Change

8,323
(32,149)
(23,826)
32,307
$ 446,647

Includes the Company's share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.
Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and unallocated management and service company
overhead on our operating properties.
Includes straight-line adjustments, non-capitalizable costs and development overhead on our development projects.

4.4 %

4.3 %

4.8 %

DEFINITIONS OF NON-GAAP MEASURES
Consolidation Method
In line with industry practice, we have a number of investments in which our economic ownership is less than 100% as a means of procuring
opportunities and sharing risk. Under GAAP, the full consolidation method is used to report assets and liabilities at 100% if deemed to be under our
control or if we are deemed to be the primary beneficiary of the variable interest entity (“VIE”), even if our ownership is not 100%.
Net Asset Value Components
We disclose components of our business relevant to calculate NAV, a non-GAAP measure. There is no directly comparable GAAP financial measure to
NAV. We consider NAV to be a useful supplemental measure which assists both management and investors to estimate the fair value of our Company.
The calculation of NAV involves significant estimates and can be calculated using various methods. Each individual investor must determine the
specific methodology, assumptions and estimates to use to arrive at an estimated NAV of the Company. NAV components are shown at our total
company ownership. We believe disclosing the components at total company ownership is essential to estimate NAV, as they represent our estimated
proportionate amount of assets and liabilities the Company is entitled to.
The components of NAV do not consider the potential changes in rental and fee income streams or development platform. The components include
non-GAAP financial measures, such as NOI and information related to our rental properties business at the company’s share. Although these
measures are not presented in accordance with GAAP, investors can use these non-GAAP measures as supplementary information to evaluate our
business. The non-GAAP measures presented are not intended to be performance measures that should be regarded as alternatives to, or more
meaningful than, our GAAP measures.

59

DEFINITIONS OF NON-GAAP MEASURES (CONTINUED)
FFO
FFO, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors
impact net earnings in the short-term, we believe FFO presents a more consistent view of the overall financial performance of our business from
period-to-period since the core of our business is the recurring operations of our portfolio of real estate assets. Management believes that the
exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating
results of the assets that form the core of the Company’s activity and assists in comparing those operating results between periods. Implicit in
historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably
over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered
presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes
depreciation and amortization of real estate assets and impairment of depreciable real estate, management believes that FFO, along with the
required GAAP presentations, provides a more complete measurement of the Company’s performance relative to its competitors and a more
appropriate basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would
provide.
The majority of our peers in the publicly traded real estate industry are REITs and report operations using FFO as defined by the National Association
of Real Estate Investment Trusts (“NAREIT”). Although we were not a REIT for the prior period presented, management believes it is important to
publish this measure to allow for easier comparison of our performance to our peers. The major difference between us and our REIT peers is that we
were a taxable entity and any taxable income we generated could have resulted in payment of federal or state income taxes. Our REIT peers typically
do not pay federal or state income taxes on their qualified REIT investments, but distribute a significant portion of their taxable income to
shareholders. Due to our effective tax management policies, we have not historically been a significant payer of income taxes. This has allowed us to
retain our internally generated cash flows but has also resulted in large expenses for deferred taxes as required by GAAP.
FFO is defined by NAREIT as net earnings excluding the following items at our proportionate share: i) gain (loss) on full or partial disposition of rental
properties, divisions and other investments (net of tax); ii) non-cash charges for real estate depreciation and amortization; iii) impairment of
depreciable real estate (net of tax); and iv) cumulative or retrospective effect of change in accounting principle (net of tax).

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DEFINITIONS OF NON-GAAP MEASURES (CONTINUED)
Operating FFO
In addition to reporting FFO, we report Operating FFO as an additional measure of our operating performance. We believe it is appropriate to adjust
FFO for significant items driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the
on-going operating performance of our properties. We use Operating FFO as an indicator of continuing operating results in planning and executing our
business strategy. Operating FFO should not be considered to be an alternative to net earnings computed under GAAP as an indicator of our operating
performance and may not be directly comparable to similarly-titled measures reported by other companies.
We define Operating FFO as FFO adjusted to exclude: i) impairment of non-depreciable real estate; ii) write-offs of abandoned development projects
and demolition costs; iii) income recognized on state and federal historic and other tax credits; iv) gains or losses from extinguishment of debt; v)
change in fair market value of nondesignated hedges; vi) gains or losses on change in control of interests; vii) the adjustment to recognize rental
revenues and rental expense using the straight-line method; viii) participation payments to ground lessors on refinancing of our properties; ix) other
transactional items; x) the Nets pre-tax FFO; and xi) income taxes on FFO.
EBITDA
EBITDA, a non-GAAP measure, is defined as net earnings excluding the following items at our proportionate share: i) non-cash charges for depreciation
and amortization; ii) interest expense; iii) amortization of mortgage procurement costs; and iv) income taxes. EBITDA may not be directly comparable
to similarly-titled measures reported by other companies. We use EBITDA as a starting point in order to derive Adjusted EBITDA as further described
below.
Adjusted EBITDA
We define Adjusted EBITDA, a non-GAAP measure, as EBITDA adjusted to exclude: i) impairment of real estate; ii) gains or losses from extinguishment
of debt; iii) gain (loss) on full or partial disposition of rental properties, development projects and other investments; iv) gains or losses on change in
control of interests; v) other transactional items; and vi) the Nets pre-tax EBITDA. We believe EBITDA, Adjusted EBITDA and net debt to Adjusted
EBITDA provide additional information in evaluating our credit and ability to service our debt obligations. Adjusted EBITDA is used by the chief
operating decision maker and management to assess operating performance and resource allocations by segment and on a consolidated basis.
Management believes Adjusted EBITDA gives the investment community a more complete understanding of the Company’s operating results,
including the impact of general and administrative expenses and acquisition-related expenses, before the impact of investing and financing
transactions and facilitates comparisons with competitors. However, Adjusted EBITDA should not be viewed as an alternative measure of the
Company’s operating performance since it excludes financing costs as well as depreciation and amortization costs which are significant economic
costs that could materially impact the Company’s results of operations and liquidity. Other REITs may use different methodologies for calculating
Adjusted EBITDA and, accordingly, the Company’s Adjusted EBITDA may not be comparable to other REITs.
Net Debt to Adjusted EBITDA
Net Debt to Adjusted EBITDA is defined as total debt, net at our proportionate share (total debt includes outstanding borrowings on our revolving
credit facility, our term loan facility, convertible senior debt, net, nonrecourse mortgages and notes payable, net) less cash and equivalents, at our
proportionate share, divided by Adjusted EBITDA. Net Debt to Adjusted EBITDA is a supplemental measure derived from non-GAAP financial measures
that the Company uses to evaluate its capital structure and the magnitude of its debt against its operating performance. The Company believes that
investors use versions of this ratio in a similar manner. The Company’s method of calculating the ratio may be different from methods used by other
REITs and, accordingly, may not be comparable to other REITs.
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DEFINITIONS OF NON-GAAP MEASURES (CONTINUED)
NOI
NOI, a non-GAAP measure, reflects our share of the core operations of our rental real estate portfolio, prior to any financing activity. NOI is defined as
revenues less operating expenses of consolidated and unconsolidated subsidiaries within our Office, Retail, Apartments and Development segments,
except for revenues and cost of sales associated with sales of land held in these segments. The activities of our Corporate and Other segments do not
involve the operations of our rental property portfolio and therefore are not included in NOI.
We believe NOI provides important information about our core operations and, along with earnings before income taxes, is necessary to understand
our business and operating results. Because NOI excludes general and administrative expenses, interest expense, depreciation and amortization,
revenues and cost of sales associated with sales of land, other non-property income and losses, and gains and losses from property dispositions, it
provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and
operating commercial and residential real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs,
providing a perspective on operations not immediately apparent from net income. We use NOI to evaluate our operating performance on a portfolio
basis since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, rental rates, and tenant mix have on our
financial results. Investors can use NOI as supplementary information to evaluate our business. In addition, management believes NOI provides useful
information to the investment community about our financial and operating performance when compared to other REITs since NOI is generally
recognized as a standard measure of performance in the real estate industry. NOI is not intended to be a performance measure that should be
regarded as an alternative to, or more meaningful than, our GAAP measures, and may not be directly comparable to similarly-titled measures reported
by other companies.
Comparable NOI
We use comparable NOI as a metric to evaluate the performance of our office, retail and apartment properties. This measure provides a same-store
comparison of operating results of all stabilized properties that are open and operating in all periods presented. Non-capitalizable development costs
and unallocated management and service company overhead are not directly attributable to an individual operating property and are considered noncomparable NOI. In addition, certain income and expense items at the property level, such as lease termination income, real estate tax assessments
or rebates, certain litigation expenses incurred and any related legal settlements and NOI impacts of changes in ownership percentages, are excluded
from comparable NOI. Other properties and activities such as Arena, federally assisted housing, military housing, straight-line rent adjustments and
participation payments as a result of refinancing transactions are not evaluated on a comparable basis and the NOI from these properties and
activities is considered non-comparable NOI.
Comparable NOI is an operating statistic defined as NOI from stabilized properties operated in all periods presented, net of noncontrolling interests.
Comparable NOI is useful because it measures the performance of the same properties on a period-to-period basis and is used to assess operating
performance and resource allocation of the operating properties. While property dispositions, acquisitions or other factors impact net earnings in the
short term, we believe comparable NOI presents a more consistent view of the overall performance of our operating portfolio from period to period. A
reconciliation of NOI to earnings (loss) before income taxes, the most comparable financial measure calculated in accordance with GAAP, a
reconciliation of NOI to earnings (loss) before income taxes for each operating segment and a reconciliation from NOI to comparable NOI are included
in the supplemental package furnished to the SEC on Form 8‐K on November 3, 2016.
62

Forest City Realty Trust, Inc., is an NYSE-listed national real estate company with $8.6 billion of
consolidated assets (9/30/2016). We are principally engaged in the ownership, development,
management and acquisition of commercial and residential real estate and land throughout the United
States.
Founded in 1920 and based in Cleveland, Ohio, Forest City’s diverse portfolio includes hundreds of premier
properties located throughout the United States. We are especially active in our Core Markets – Boston,
Chicago, Dallas, Denver, Los Angeles, Philadelphia and the greater metropolitan areas of New York City,
San Francisco and Washington D.C.– where we have overcome high barriers to entry and developed a
unique franchise. These are great urban markets with strong demographics and good growth potential.
Investor Relations Contacts:
Mike Lonsway
216-416-3325
mikelonsway@forestcity.net
Dale Koler
216-416-3341
dalekoler@forestcity.net

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