10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

Form 10-Q

_____________________________________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

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

For the transition period from to

Commission file number 1-37671

_____________________________________________________________

FOREST CITY REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________

Maryland (State or other jurisdiction of incorporation or organization)		47-4113168 (I.R.S. Employer Identification No.)
Key Tower Suite 3100	127 Public Square Cleveland, Ohio	44114
(Address of principal executive offices)		(Zip Code)

216-621-6060

(Registrant’s telephone number, including area code)

Terminal Tower Suite 1100 50 Public Square Cleveland, Ohio 44113

(Former name, former address and former fiscal year, if changed since last report)

_____________________________________________________________

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

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

Indicate the number of shares outstanding, including unvested restricted stock, of the issuer’s class of common stock, as of the latest practicable date.

Class	Outstanding at April 30, 2018
Class A Common Stock, $.01 par value	267,191,818 shares

Forest City Realty Trust, Inc. and Subsidiaries

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Balance Sheets as of March 31, 2018 and December 31, 2017	2
	Statements of Operations for the Three Months Ended March 31, 2018 and 2017	3
	Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017	4
	Statements of Equity for the Three Months Ended March 31, 2018 and Year Ended December 31, 2017	5
	Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51
Item 4.	Controls and Procedures	55
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 6.	Exhibits	57
Signatures		58

1

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Forest City Realty Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	March 31, 2018
	(Unaudited)			December 31, 2017
	(in thousands)
Assets
Real Estate
Completed rental properties	$	6,576,803		$	7,154,607
Projects under construction and development	593,650			568,552
Land inventory	58,717			57,296
Total Real Estate	7,229,170			7,780,455
Less accumulated depreciation	(1,485,790		)	(1,484,163		)
Real Estate, net – (variable interest entities $2,010.6 million and $2,383.2 million, respectively)	5,743,380			6,296,292
Cash and cash equivalents – (variable interest entities $72.9 million and $55.3 million, respectively)	455,447			204,260
Restricted cash – (variable interest entities $130.6 million and $65.5 million, respectively)	203,829			146,131
Accounts receivable, net – (variable interest entities $62.6 million and $52.6 million, respectively)	216,464			225,022
Notes receivable – (variable interest entities $139.4 million and $132.8 million, respectively)	459,069			398,785
Investments in and advances to unconsolidated entities	645,977			550,362
Other assets – (variable interest entities $61.9 million and $66.6 million, respectively)	235,550			242,435
Total Assets	$	7,959,716		$	8,063,287
Liabilities and Equity
Liabilities
Nonrecourse mortgage debt and notes payable, net – (variable interest entities $1,460.8 million and $1,448.2 million, respectively)	$	2,967,198		$	2,998,361
Revolving credit facility	—			—
Term loan, net	333,768			333,668
Convertible senior debt, net	112,741			112,637
Accounts payable, accrued expenses and other liabilities – (variable interest entities $241.1 million and $259.9 million, respectively)	572,531			650,022
Cash distributions and losses in excess of investments in unconsolidated entities	120,833			123,882
Total Liabilities	4,107,071			4,218,570
Commitments and Contingencies	—			—
Equity
Stockholders’ Equity
Preferred stock – $.01 par value, respectively; 20,000,000 shares authorized, no shares issued	—			—
Class A Common Stock - $.01 par value, 371,000,000 shares authorized, 265,912,983 and 265,343,283 shares issued and outstanding, respectively	2,659			2,653
Additional paid-in capital	2,536,715			2,537,538
Retained earnings	1,048,421			896,806
Accumulated other comprehensive loss	(6,143		)	(8,563		)
Total Stockholders’ Equity	3,581,652			3,428,434
Noncontrolling interest	270,993			416,283
Total Equity	3,852,645			3,844,717
Total Liabilities and Equity	$	7,959,716		$	8,063,287

The accompanying notes are an integral part of these consolidated financial statements.

2

Forest City Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
	2018			2017
	(in thousands, except per share data)
Revenues
Rental	$	162,547		$	162,449
Tenant recoveries	28,408			25,932
Service and management fees	5,563			10,127
Parking and other	7,457			11,738
Land sales	5,945			5,760
Total revenues	209,920			216,006
Expenses
Property operating and management	71,311			78,793
Real estate taxes	21,031			21,200
Ground rent	3,685			3,888
Cost of land sales	2,986			2,001
Corporate general and administrative	12,183			15,583
Organizational transformation and termination benefits	15,950			4,525
	127,146			125,990
Depreciation and amortization	55,285			63,555
Total expenses	182,431			189,545
Operating income	27,489			26,461
Interest and other income	10,761			10,272
Gain on change in control of interests	117,711			—
Interest expense	(26,967		)	(27,975		)
Amortization of mortgage procurement costs	(1,306		)	(1,222		)
Loss on extinguishment of debt	(2,388		)	(2,843		)
Earnings before income taxes and earnings from unconsolidated entities	125,300			4,693
Earnings (loss) from unconsolidated entities
Equity in earnings (loss)	(2,981		)	9,278
Net gain on disposition of interest in unconsolidated entities	74,959			17,701
	71,978			26,979
Earnings before income taxes	197,278			31,672
Current income tax expense	1,409			51
Earnings before gains on disposal of real estate, net of tax	195,869			31,621
Net gain (loss) on disposition of interest in development project	6,227			(113		)
Net gain (loss) on disposition of full or partial interest in rental properties	(2,534		)	9,303
Net earnings	199,562			40,811
Noncontrolling interests, gross of tax
Loss from continuing operations attributable to noncontrolling interests	185			106
Net earnings attributable to Forest City Realty Trust, Inc.	$	199,747		$	40,917
Earnings per common share
Net earnings attributable to common stockholders - Basic	$	0.75		$	0.16
Net earnings attributable to common stockholders - Diluted	$	0.73		$	0.16

The accompanying notes are an integral part of these consolidated financial statements.

3

Forest City Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended March 31,
	2018		2017
	(in thousands)
Net earnings	$	199,562	$	40,811
Other comprehensive income:
Unrealized net gains on interest rate derivative contracts	2,304		1,713
Comprehensive income	201,866		42,524
Comprehensive loss attributable to noncontrolling interest	181		102
Total comprehensive income attributable to Forest City Realty Trust, Inc.	$	202,047	$	42,626

The accompanying notes are an integral part of these consolidated financial statements.

4

Forest City Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Equity

(Unaudited)

																	Accumulated
	Common Stock										Additional						Other
	Class A					Class B					Paid-In			Retained			Comprehensive			Noncontrolling
	Shares		Amount			Shares		Amount			Capital			Earnings			(Loss) Income			Interest			Total
	(in thousands)
Balances at December 31, 2016	239,938		$	2,399		18,788		$	188		$	2,483,275		$	812,386		$	(14,410	)	$	501,161		$	3,784,999
Net earnings														206,030						9,006			215,036
Other comprehensive income																	5,847			14			5,861
Common stock dividends														(121,610		)							(121,610		)
Conversion of Class B common stock to Class A common stock	24,612		246			(18,788	)	(188		)	(58		)										—
Cost incurred for conversion of Class B to Class A common stock											(9,305		)										(9,305		)
Restricted stock vested	818		8								(8		)										—
Repurchase of Class A common stock	(272	)	(2		)						(6,080		)										(6,082		)
Exercise of stock options	91		1								1,497												1,498
Issuance of Class A common stock under the deferred compensation plan for non-employee director	13		—								309												309
Stock-based compensation											26,884												26,884
Exchange of 2006 Class A Common Units for Class A common stock	143		1								7,287									(7,288		)	—
Exchange of 2006 Class A Common Units for rental property											22,805									(35,037		)	(12,232		)
Issuance of Class A common stock in exchange for 2018 Senior Note	—		—								1												1
Acquisition of partners’ noncontrolling interest in consolidated subsidiaries											10,931									(10,931		)	—
Contributions from noncontrolling interests																				23,168			23,168
Distributions to noncontrolling interests																				(63,810		)	(63,810		)
Balances at December 31, 2017	265,343		$	2,653		—		$	—		$	2,537,538		$	896,806		$	(8,563	)	$	416,283		$	3,844,717
Cumulative effect of adoption of accounting guidance on derivatives and hedging activities														(120		)	120						—
Net earnings														199,747						(185		)	199,562
Other comprehensive income																	2,300			4			2,304
Common stock dividends														(48,012		)							(48,012		)
Restricted and performance shares vested	861		9								(9		)										—
Repurchase of Class A common stock	(292	)	(3		)						(6,044		)										(6,047		)
Stock-based compensation											5,219												5,219
Issuance of Class A common stock in exchange for 2018 & 2020 Senior Notes	1		—								11												11
Deconsolidation of joint venture upon change in control																				(133,090		)	(133,090		)
Contributions from noncontrolling interests																				4,481			4,481
Distributions to noncontrolling interests																				(16,500		)	(16,500		)
Balances at March 31, 2018 (Unaudited)	265,913		$	2,659		—		$	—		$	2,536,715		$	1,048,421		$	(6,143	)	$	270,993		$	3,852,645

The accompanying notes are an integral part of these consolidated financial statements.

5

Forest City Realty Trust, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Net earnings	$	199,562		$	40,811
Depreciation and amortization	55,285			63,555
Amortization of mortgage procurement costs	1,306			1,222
Loss on extinguishment of debt	2,388			2,843
Net (gain) loss on disposition of interest in development projects, net of tax	(6,227		)	113
Net (gain) loss on disposition of full or partial interest in rental properties, net of tax	2,534			(9,303		)
Gain on change in control of interests	(117,711		)	—
Equity in (earnings) loss	2,981			(9,278		)
Net gain on disposition of interest in unconsolidated entities	(74,959		)	(17,701		)
Stock-based compensation expense	4,264			4,864
Amortization and mark-to-market adjustments of derivative instruments	(1,436		)	(816		)
Operating distributions from unconsolidated entities	11,292			17,808
Increase in land inventory	(3,034		)	(6,480		)
Decrease (increase) in accounts receivable	16,590			(5,741		)
Decrease (increase) in other assets	1,605			(171		)
Decrease in accounts payable, accrued expenses and other liabilities	(59,709		)	(26,745		)
Net cash provided by operating activities	34,731			54,981
Cash flows from investing activities
Capital expenditures	(67,309		)	(96,685		)
Payment of lease procurement costs	(3,441		)	(1,842		)
Increase in notes receivable	(12,251		)	(6,768		)
Proceeds from deconsolidation of a rental property	24,000			—
Proceeds from disposition of rental properties or development project	157,992			25,796
Contributions to unconsolidated entities	(26,892		)	(28,351		)
Distributions from unconsolidated entities	167,715			24,893
Net cash provided by (used in) investing activities	239,814			(82,957		)
Cash flows from financing activities
Proceeds from nonrecourse mortgage debt and notes payable	148,548			55,691
Principal payments on nonrecourse mortgage debt and notes payable	(45,807		)	(33,306		)
Payment of deferred financing costs	(2,523		)	(96		)
Repurchase of Class A common shares	(6,047		)	(3,436		)
Exercise of stock options	—			425
Dividends paid to stockholders	(48,012		)	(23,441		)
Contributions from noncontrolling interests	4,481			12,117
Distributions to noncontrolling interests	(16,300		)	(15,119		)
Net cash provided by (used in) financing activities	34,340			(7,165		)
Net increase (decrease) in cash, cash equivalents and restricted cash	308,885			(35,141		)
Cash, cash equivalents and restricted cash at beginning of period	350,391			323,919
Cash, cash equivalents and restricted cash at end of period	$	659,276		$	288,778

Beginning of Period
Cash and cash equivalents	204,260		174,619
Restricted cash	146,131		149,300
Cash, cash equivalents and restricted cash at beginning of period	$	350,391	$	323,919
End of Period
Cash and cash equivalents	455,447		146,426
Restricted cash	203,829		142,352
Cash, cash equivalents and restricted cash at end of period	$	659,276	$	288,778

The accompanying notes are an integral part of these consolidated financial statements.

6

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

A. Accounting Policies

General

Forest City Realty Trust, Inc. (with its subsidiaries, the “Company”) principally engages in the operation, development, management and acquisition of office, apartment and retail real estate and land throughout the United States. The Company had approximately $8.0 billion of consolidated assets in19states and the District of Columbia at March 31, 2018. The Company’s core markets include Boston, Chicago, Dallas, Denver, Los Angeles, Philadelphia, and the greater metropolitan areas of New York City, San Francisco and Washington D.C. The Company has regional offices in Boston, Dallas, Denver, Los Angeles, New York City, San Francisco, Washington, D.C., and the Company’s corporate headquarters in Cleveland, Ohio.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2017. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In management’s opinion, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of financial position, results of operations and cash flows as of and for the periods presented have been included.

Company Operations

The Company is organized as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. The Company holds substantially all of its assets, and conducts substantially all of its business, through Forest City Enterprises, L.P. (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership and, as of March 31, 2018, owns all of the limited partnership interests directly or indirectly in the Operating Partnership.

The Company holds and operates certain of its assets through one or more taxable REIT subsidiaries (“TRSs”). A TRS is a subsidiary of a REIT subject to applicable corporate income tax. The Company’s use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and allows the Company to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. The primary businesses held in TRSs during 2018 include 461 Dean Street (sold in March 2018), an apartment building in Brooklyn, New York, Antelope Valley Mall (sold in January 2018), Mall at Robinson (sold in February 2018) and Charleston Town Center, regional malls in Palmdale, California, Pittsburgh, Pennsylvania and Charleston, West Virginia, respectively, Pacific Park Brooklyn project and land development operations. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to other subsidiaries, including qualified REIT subsidiaries.

Segments

The Company is organized around real estate operations, real estate development and corporate support service functions.

Real Estate Operations represents the performance of the Company’s core rental real estate portfolio and is comprised of the following reportable operating segments:

• Office - owns, acquires and operates office and life science buildings.

• Apartments -owns, acquires and operates upscale and middle-market apartments and adaptive re-use developments.

• Retail -owns, acquires and operates amenity retail within our mixed-use properties, and remaining regional malls and specialty/urban retail centers.

The remaining reportable operating segments consist of the following:

• Development - develops and constructs office and life science buildings, apartments, condominiums, amenity retail and mixed-use projects. The Development segment includes recently opened operating properties prior to stabilization and the horizontal development and sale of land to residential, commercial and industrial customers primarily at its Stapleton project in Denver, Colorado.

• Corporate - provides executive oversight and various support services for Operations, Development and Corporate employees.

7

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Segment Transfers

The Development segment includes projects in development and projects under construction along with recently opened operating properties prior to stabilization. Projects are reported in their applicable operating segment (Office, Apartments or Retail) beginning on January 1 of the year following stabilization. Therefore, the Development segment will continue to report results from recently opened properties until the year-end following initial stabilization. The Company generally defines stabilized properties as achieving 92% or greater occupancy or having been open and operating for one or two years, depending on the size of the project. Once a stabilized property is transferred to the applicable Operations segment on January 1, it will be considered “comparable” beginning on the following January 1, as that will be the first time the property is stabilized in each period presented.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. Some of the critical estimates made by the Company include, but are not limited to, determination of the primary beneficiary of variable interest entities (“VIEs”), estimates of useful lives for long-lived assets, reserves for collection on accounts and notes receivable and other investments, gain on change of control of interests, impairment of real estate and other-than-temporary impairments on equity method investments. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year’s presentation as a result of adopting new accounting guidance on the classification and presentation of changes in restricted cash on the statement of cash flows.

Variable Interest Entities

As of March 31, 2018, the Company determined it was the primary beneficiary of 43 VIEs. The creditors of the consolidated VIEs do not have recourse to the Company’s general credit. As of March 31, 2018, the Company determined it was not the primary beneficiary of 36 VIEs and accounts for these interests as equity method investments. The maximum exposure to loss of these unconsolidated VIEs is limited to the Company’s investment balance of $173,000,000 as of March 31, 2018.

In January 2018, our 50% noncontrolling partner at Bayside Village, an apartment community in San Francisco, CA, closed on a transaction where they sold the majority of their 50% ownership interest to an unrelated third party. Prior to this transaction, the Company fully consolidated the property, as the outside partner, in accordance with the partnership agreement, lacked any substantive participating rights. Thus, Bayside Village was presented as a VIE in the parenthetical VIE balances in the Consolidated Balance Sheets. Simultaneously with the sale, the Company amended the partnership agreement to grant substantive participating rights to the new outside partner. The property is adequately capitalized and no longer contains characteristics of a VIE. Based on the substantive participating rights held by the new outside partner, the Company concluded it is appropriate to deconsolidate the entity and account for the Company’s 50% investment in the property using the equity method of accounting. As a result, the Company removed approximately $415,000,000 of real estate, net, $127,000,000 of nonrecourse mortgage debt, net, and $23,300,000 of accounts payable, accrued expenses and other liabilities from the Consolidated Balance Sheet line items and corresponding parenthetical VIE balances.

New Accounting Guidance

The following accounting pronouncements were adopted during the three months ended March 31, 2018:

In May 2014, the FASB issued an amendment to the accounting guidance for revenue from contracts with customers. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance defines steps an entity should apply to achieve the core principle. The Company adopted this guidance as of January 1, 2018 using the modified retrospective method and therefore, the comparative information has not been adjusted. The guidance has been applied to contracts that are not completed as of the date of initial application. Rental revenue and tenant recoveries from lease contracts represents a significant portion of the Company’s total revenues and is a specific scope exception provided by this guidance. The adoption of this guidance did not result in a material impact on the Company’s consolidated financial statements or disclosures.

In November 2016, the FASB issued an amendment to the accounting guidance on the classification and presentation of changes in restricted cash on the statement of cash flows. The guidance requires restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the statement of cash flows. The Company adopted this guidance as of January 1, 2018 using the retrospective transition method. The adoption of this guidance significantly increased the combined beginning and ending period cash, cash equivalents and restricted cash balances as of each period presented and removed the effects of the change in restricted cash as previously presented in Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2017.

8

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

In February 2017, the FASB issued an amendment to the accounting guidance on the derecognition of nonfinancial assets. The guidance clarifies the definition of an in substance nonfinancial asset and the recognition of gains and losses from the transfer of nonfinancial assets and for partial sales of nonfinancial assets, which includes real estate. We elected the practical expedient to not apply the guidance on completed contracts. A completed contract is one in which “substantially all” of the revenue from the contract was recognized under the previous accounting guidance. The Company adopted this guidance using the modified retrospective method on January 1, 2018.

In August 2017, the FASB issued an amendment to the accounting guidance on derivatives and hedging activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The Company early adopted this guidance on January 1, 2018, using the modified retrospective method requiring a cumulative effect adjustment of $120,000 to recognize the initial application of this guidance as an adjustment to accumulated other comprehensive income and a corresponding adjustment to beginning retained earnings.

The following new accounting pronouncements will be adopted on their respective effective dates:

In February 2016, the FASB issued an amendment to the accounting guidance on leases. This guidance sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to the current guidance for operating leases. The new guidance requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The guidance is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. The new guidance supersedes the previous leases accounting standard. The guidance is effective on January 1, 2019. The adoption of the new guidance is expected to have an impact on the consolidated financial statements as the Company has material ground lease arrangements, as well as other lease agreements. In addition, the Company believes it will be precluded from capitalizing its internal leasing costs, as the costs are not expected to be directly incremental to the successful execution of a lease, as required by the new guidance. The Company has completed an inventory of its lease agreements in which the Company is a lessee and is gathering the necessary information to determine the right of use asset and related lease liability. The Company intends to use the practical expedients available to lessees upon adoption. For leases in which the Company is the lessor, the Company is in the process of analyzing the various revenue streams from its lease agreements to determine the lease and non-lease components based on the applicable performance obligation associated with the consideration received.

On March 28, 2018, the FASB tentatively approved targeted improvements to the Leases standard that provides lessors with a practical expedient by class of underlying assets to not separate non-lease components from the lease component. Such practical expedient is limited to circumstances in which (i) the timing and pattern of transfer for the non-lease component and the related lease component are the same and (ii) the stand-alone lease component would be classified as an operating lease if accounted for separately. The Company will elect the practical expedient which would allow the Company the ability to account for the combined component based on its predominant characteristic if the underlying asset meets the two criteria defined above.

Recognition of Revenues

The Company has adopted new accounting guidance for revenue from contracts with customers on January 1, 2018. The adoption of this guidance did not result in a material impact on the Company’s consolidated financial statements at adoption and at March 31, 2018. The following is disclosure of the Company’s revenue recognition policies.

Rental – Lease terms in office buildings, retail centers and certain parking facilities generally range from 1 to 30 years, excluding leases with certain anchor tenants, which typically are longer. Minimum rents are recognized on a straight-line basis over the non-cancelable term of the lease, which include the effects of applicable rent steps and rent abatements. Overage rents are recognized after sales thresholds have been achieved. Apartment lease terms are generally one year.

Tenant Recoveries – Reimbursements from office, apartments and retail tenants for common area maintenance, taxes, insurance, utilities and other property operating expenses as defined in the lease agreements are recognized in the period the applicable costs are incurred.

Service and Management Fees – Management fee revenue in the Office, Apartment and Retail segments is a series of distinct services required to operate a property’s day to day activities with the same pattern of transfer to the customer satisfied over time. Management fee revenue is billed to the customer and recognized as revenue on a monthly basis as management services are rendered. Service fee revenue in the Office, Apartment and Retail segments primarily from leasing, financing, and other real estate services are distinct services billed and recognized in the period the Company’s performance obligation is satisfied. Development fee revenue on long-term fixed-price contracts or cost plus fee contracts are recognized as the Company’s performance obligation is satisfied. We apply the practical expedient and, as a result, do not disclose variable consideration attributable to wholly or partially unsatisfied performance obligations as of the end of the reporting period. 

9

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Parking and Other – Revenues derived from monthly and transient tenant parking and other revenue relates primarily to the Office and Apartment segment and is recognized in the period the Company’s performance obligation is satisfied.

Land Sales – Sales of land to residential, commercial and industrial customers, primarily at the Company’s Stapleton project in the Development segment, and sales of commercial outlots adjacent to the Company’s operating property portfolio primarily in the Retail segment are recognized at closing or upon completion of all conditions precedent to the sales contract (whichever is later).

Historic, New Market and Low Income Housing Tax Credit Entities

The Company invests in properties that have received, or the Company believes are entitled to receive, historic preservation tax credits on qualifying expenditures under Internal Revenue Code (“IRC”) section 47, low income housing tax credits on new construction and rehabilitation of existing buildings as low income rental housing under IRC section 42, and new market tax credits on qualifying investments in designated community development entities (“CDEs”) under IRC section 45D, as well as various state credit programs, which entitles the members to tax credits based on qualified expenditures at the time those qualified expenditures are placed in service (collectively “Tax Credits”). The Company typically enters into these investments with sophisticated financial investors. In exchange for the financial investors’ initial contribution into the investment, the financial investor is entitled to substantially all of the benefits derived from the tax credit. Typically, these arrangements have put/call provisions whereby the Company may be obligated (or entitled) to repurchase the financial investors’ interest. The Company has consolidated each of these entities in its consolidated financial statements and has included these investor contributions in accounts payable, accrued expenses and other liabilities.

The Company guarantees to the financial investor that in the event of a subsequent recapture by a taxing authority due to the Company’s noncompliance with applicable tax credit guidelines, it will indemnify the financial investor for any recaptured tax credits. The Company initially records a contract liability for the cash received from the financial investor, which represents consideration received prior to transferring services. The Company’s performance obligation is to comply with the recapture rules of the specified tax credit over the recapture period, which is in its control. The financial investor is simultaneously receiving and consuming the benefits provided by the Company’s performance as it complies with the recapture period. Therefore, the Company recognizes revenue in the amount of the contract liability on a straight-line basis over the tax credit recapture period, which range from 0 to 15 years. Income related to the sale of tax credits is recorded in interest and other income within the Corporate segment.

The following table summarizes the Tax Credit contract liabilities:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Beginning balance	$	60,851		$	50,790
Tax credit revenue	(3,303		)	(2,845		)
Tax credit contribution	—			1,294
Ending balance	$	57,548		$	49,239

Related Party Transactions

The Company and certain of its affiliates entered into a Master Contribution and Sale Agreement (the “Master Contribution Agreement”) with Bruce C. Ratner (“Mr. Ratner”), Executive Vice President at the time of the transaction and currently Chairman of Forest City Ratner Companies, and certain entities and individuals affiliated with Mr. Ratner (the “BCR Entities”) in August 2006 to purchase their interests in a total of 30 retail, office and apartment operating properties and service companies in the Greater New York City metropolitan area. The Company issued Class A Common Units (“2006 Units”) in a jointly-owned, limited liability company in exchange for their interests. The 2006 Units may be exchanged for one of the following forms of consideration at the Company’s sole discretion: (i) an equal number of shares of the Company’s Class A common stock or, (ii) cash based on a formula using the average closing price of the Class A common stock at the time of conversion or, (iii) a combination of cash and shares of the Company’s Class A common stock. If the Company elects to pay cash as full or partial consideration in exchange for 2006 Units, the exchanging unit holder(s) may elect to redeem such 2006 Units for an in-kind distribution of one or more properties in lieu of cash, provided certain conditions set forth under the Exchange Rights Agreement adopted pursuant to the Master Contribution Agreement are met.   The Company may, in its sole discretion, elect not to proceed with an in-kind redemption if the Company determines in good faith that the Company will suffer any adverse effects from proceeding with the in-kind redemption. The Company has no rights to redeem or repurchase the 2006 Units. Pursuant to the Master Contribution Agreement, certain projects under development would remain owned jointly until each project was completed and achieved “stabilization.” Upon stabilization, each project would be valued and the Company, in its discretion, would choose among various ownership options for the project. As of March 31, 2018, air rights for any future residential vertical development at East River Plaza, a specialty retail center in Manhattan, New York, remains the only development asset subject to this agreement.

10

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

In connection with the Master Contribution Agreement, the parties entered into the Tax Protection Agreement (the “Tax Protection Agreement”). The Tax Protection Agreement indemnified the BCR Entities included in the initial closing against taxes payable by reason of any subsequent sale of certain operating properties and expires in November 2018.

Pursuant to the Master Contribution Agreement, 2006 Units not exchanged are entitled to a distribution preference payment equal to the dividends paid on an equivalent number of shares of the Company’s common stock. The Company recorded $200,000 and $172,000 during the three months ended March 31, 2018 and 2017, respectively, related to the distribution preference payment, which is classified as noncontrolling interest expense on the Company’s Consolidated Statement of Operations.

In March 2017, certain BCR Entities exchanged 142,879 of the 2006 Units. The Company issued 142,879 shares of its Class A common stock for the exchanged 2006 Units. The Company accounted for the exchange as a purchase of noncontrolling interests, resulting in a reduction of noncontrolling interests of $7,288,000, an increase to Class A common stock of $1,000 and a combined increase to additional paid-in capital of $7,287,000, accounting for the fair value of common stock issued and the difference between the fair value of consideration exchanged and the historical cost basis of the noncontrolling interest balance. At March 31, 2018 and December 31, 2017, 1,111,044 of the 2006 Units were outstanding.

As a result of the January 2017 sale of Shops at Bruckner Boulevard, an unconsolidated specialty retail center in Bronx, New York, the Company accrued $482,000 related to a tax indemnity payment due to the BCR Entities in accordance with the terms of the Tax Protection Agreement during the three months ended March 31, 2017.

Other Related Party Transactions

In December 2016, the Company’s Board of Directors approved, and the Company entered into a reclassification agreement, with RMS Limited Partnership (“RMS”), the former controlling stockholder of the Company's Class B shares (the “Reclassification Agreement”). The Reclassification Agreement provided that, at the Effective Time, as defined in the Reclassification Agreement, following the satisfaction of the conditions thereto, each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time would be reclassified and exchanged into 1.31 shares of Class A Common Stock, with a right to cash in lieu of fractional shares (the “Reclassification”). At the Company’s Annual Meeting of Stockholders held on June 9, 2017, the stockholders approved the Reclassification. See Note I – Capital Stock for additional information.

In October 2016, the Company entered into a Reimbursement Agreement with RMS (the “Reimbursement Agreement”). The Company agreed to reimburse RMS (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents)(“Reimbursed Persons”) for reasonable and documented fees and out-of-pocket expenses of RMS’s financial, legal and public relations advisors incurred in evaluating and negotiating the Reclassification. In addition, the Company agreed to reimburse the Reimbursed Persons for (i) reasonable costs and expenses incurred in connection with any Proceeding (as defined in the Reimbursement Agreement) to which such Reimbursed Person is a party or otherwise involved in and (ii) any losses, damages or liabilities actually and reasonably suffered or incurred in any such Proceeding by a Reimbursed Person. Amounts incurred subject to the Reimbursement Agreement were approximately $50,000 for the three months ended March 31, 2017.

In March, 2018, the Company entered into agreements with Starboard Value LP ("Starboard"), which owned approximately 3.0% of the Company’s outstanding shares, Scopia Capital Management LP ("Scopia"), which owned approximately 8.3%, to reimburse Starboard and Scopia for their reasonable, documented out-of-pocket fees and expenses incurred in connection with their involvement at the Company, including, but not limited to the negotiation and the execution of their respective stockholder agreements with the Company, provided that such reimbursement will not exceed $200,000 in the aggregate for either Starboard or Scopia. In April 2018, the Company reimbursed Starboard in the amount of $188,000.

11

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of unrealized losses on interest rate swaps accounted for as cash flow hedges (including unrealized losses on interest rate swaps accounted for as hedges held by certain of the Company’s equity method investees), net of noncontrolling interest. Accumulated other comprehensive loss was $6,143,000 and $8,563,000 at March 31, 2018 and December 31, 2017, respectively. See Note G– Derivative Instruments and Hedging Activities for detailed information on gains and losses recognized in and reclassified from accumulated other comprehensive loss.

Organizational Transformation and Termination Benefits

The following table summarizes the components of organizational transformation and termination benefits and are reported in the Corporate Segment:

	Three Months Ended March 31,
	2018		2017
	(in thousands)
Termination benefits	$	4,647	$	4,152
Strategic alternative costs	11,303		—
Shareholder activism costs	—		373
Total	$	15,950	$	4,525

For the periods presented, the Company experienced workplace reductions and recorded the associated termination benefits expenses (outplacement and severance payments based on years of service and other defined criteria) for each occurrence. The Company records a severance liability during the period in which costs are estimable and notification has been communicated to affected employees.

Strategic alternative costs consist primarily of professional fees (legal and investment banking advisors) incurred related to the Company’s Board of Directors’ process to consider a broad range of alternatives to enhance stockholder value, including, but not limited to, an accelerated and enhanced operating plan, structural alternatives for the Company’s assets, and potential merger, acquisition or sale transactions.

Shareholder activism costs are comprised of advisory, legal and other professional fees associated with activism matters.

The following table summarizes the activity in the accrued severance balance for termination benefits:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Accrued severance benefits, beginning balance	$	13,974		$	9,969
Termination benefits expense	4,647			4,152
Payments	(7,277		)	(5,063		)
Accrued severance benefits, ending balance	$	11,344		$	9,058

12

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Supplemental Non-Cash Disclosures

The following table summarizes the impact to the applicable balance sheet line items as a result of various non-cash transactions. Non-cash transactions primarily include dispositions of operating properties whereby the nonrecourse mortgage debt is assumed by the buyer or otherwise extinguished at closing, exchanges of 2006 Units or senior notes for Class A common stock, changes in consolidation methods of fully consolidated properties due to the occurrence of triggering events including, but not limited to, disposition of a partial interest in rental properties or change in control transactions, change in construction payables and other capital expenditures, notes receivable from the sale of rental properties and capitalization of stock-based compensation granted to employees directly involved with the development and construction of real estate.

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Non-cash changes to balance sheet - Investing Activities
Projects under construction and development	$	1,698		$	7,513
Completed rental properties	(416,023		)	(60,956		)
Notes receivable	51,929			2,000
Investments in and advances to affiliates - due to dispositions or change in control	174,814			(2,890		)
Investments in and advances to affiliates - other activity	3,329			166
Total non-cash effect on investing activities	$	(184,253	)	$	(54,167	)
Non-cash changes to balance sheet - Financing Activities
Nonrecourse mortgage debt and notes payable, net	$	(135,123	)	$	(46,907	)
Convertible senior debt, net	(11		)	—
Class A common stock	—			1
Additional paid-in capital	966			9,779
Noncontrolling interest	(133,286		)	(7,456		)
Total non-cash effect on financing activities	$	(267,454	)	$	(44,583	)

B. Notes Receivable

The following table summarizes the Company’s interest bearing notes receivable:

	March 31, 2018		December 31, 2017		Maturity Date	Weighted Average Interest Rate
	(in thousands)
Stapleton advances	$	135,318	$	128,676	Various	8.53%
The Nets sale	125,100		125,100		January 2021	4.50%
Barclays Center sale	92,600		92,600		January 2019	4.50%
QIC (Regional Mall dispositions)	88,864		36,935		April 2019	4.25%
Other	17,187		15,474		Various	4.84%
Total	$	459,069	$	398,785

On April 2, 2018, the Company completed the sale of Westchester’s Ridge Hill, a regional mall in Yonkers, New York, to Queensland Investment Company (“QIC”). In connection with the sale, the Company provided $61,136,000 in seller financing. Including the 2018 and 2017 QIC seller financings summarized in the above table, the total QIC note receivable amounts to $150,000,000, subsequent to the Westchester’s Ridge Hill sale.

In April 2018, the owners of the Brooklyn Nets closed on a partial sale of interest in the Nets. In accordance with the Promissory Note governing the Company’s Nets note receivable, the note receivable, including unpaid accrued interest, was repaid in full on April 11, 2018.

13

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

C. Nonrecourse Mortgage Debt and Notes Payable, Net

The following table summarizes the nonrecourse mortgage debt and notes payable, net maturities as of March 31, 2018:

Years Ending December 31,
	(in thousands)
2018	$	381,036
2019	361,443
2020	244,138
2021	195,012
2022	205,260
Thereafter	1,612,550
	2,999,439
Net unamortized mortgage procurement costs	(32,241		)
Total	$	2,967,198

D. Revolving Credit Facility

The Company’s Revolving Credit Agreement provides for total available borrowings of $600,000,000 and contains an accordion provision, subject to bank approval, allowing the Company to increase total available borrowings to $750,000,000 (“Revolving Credit Facility”).

The Revolving Credit Facility matures in November 2019, and provides for twosix-month extension periods, subject to certain conditions. Borrowings bear interest at the Company’s option at either London Interbank Offered Rate (“LIBOR”) (1.88% at March 31, 2018) plus a margin of 1.15% - 1.85% (1.20% at March 31, 2018) or the Prime Rate (4.75% at March 31, 2018) plus a margin of 0.15% - 0.85% (0.20% at March 31, 2018). In addition, the Revolving Credit Facility is subject to an annual facility fee of 0.20% - 0.35% (0.20% at March 31, 2018) of total available borrowings. Up to $150,000,000 of the available borrowings can be used for letters of credit. The applicable margins and annual facility fee are based on the Company’s total leverage ratio (adjusted quarterly, if applicable).

The Revolving Credit Facility has restrictive covenants, including a prohibition on certain types of dispositions, mergers, consolidations, and limitations on lines of business the Company is allowed to conduct. Additionally, the Revolving Credit Facility contains financial covenants, including the maintenance of a maximum total leverage ratio, maximum secured and unsecured leverage ratios, maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, and a minimum unencumbered interest coverage ratio (all as specified in the Revolving Credit Agreement). At March 31, 2018, the Company was in compliance with all of these financial covenants.

The following table summarizes available credit on the Revolving Credit Facility:

	March 31, 2018			December 31, 2017
	(in thousands)
Total available borrowings	$	600,000		$	600,000
Less:
Outstanding borrowings	—			—
Outstanding letters of credit	(23,136		)	(36,439		)
Available credit	$	576,864		$	563,561

As of March 31, 2018 and December 31, 2017, unamortized debt issuance costs related to the Revolving Credit Facility of $1,558,000 and $1,798,000, respectively, are included in other assets on the Consolidated Balance Sheets.

14

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

E. Term Loan, Net

The Company’s Term Loan Credit Agreement provides a $335,000,000 senior unsecured term loan credit facility (“Term Loan”).

The Term Loan matures in May 2021 and bears interest at the Company’s option at either LIBOR (based on the approximate date of the initial borrowings and adjusted monthly thereafter) (1.66% at March 31, 2018) plus a margin of 1.30% - 2.20% (1.35% at March 31, 2018) or the Prime Rate plus a margin of 0.30% - 1.20% (0.35% at March 31, 2018). The applicable margins are based on the Company’s total leverage ratio. Upon the Company obtaining an investment grade credit rating, established by certain debt rating agencies for the Company’s long term, senior, unsecured non-credit enhanced debt (the “Debt Ratings”), the applicable margin will, at the Company’s election, be based on the Company’s then-current Debt Ratings.

The Term Loan contains identical financial covenants as the Revolving Credit Facility as described in Note D – Revolving Credit Facility. Additionally, the Term Loan contains customary events of default provisions, including failure to pay indebtedness, breaches of covenants and bankruptcy or other insolvency events, which could result in the acceleration of all amounts and cancellation of all commitments outstanding under the Term Loan, as well as customary representations and warranties and affirmative and negative covenants.

The following table summarizes outstanding borrowings of the Term Loan, net:

	March 31, 2018			December 31, 2017
	(in thousands)
Total outstanding borrowings	$	335,000		$	335,000
Net unamortized debt procurement costs	(1,232		)	(1,332		)
Total	$	333,768		$	333,668

F. Convertible Senior Debt, Net

The following table summarizes the convertible senior debt, net:

	March 31, 2018			December 31, 2017
	(in thousands)
4.250% Notes due 2018	$	73,208		$	73,215
3.625% Notes due 2020	40,017			40,021
	113,225			113,236
Net unamortized debt procurement costs	(484		)	(599		)
Total	$	112,741		$	112,637

All of the senior debt are unsecured senior obligations and rank equally with all existing and future unsecured indebtedness; however, they are effectively subordinated to all existing and future secured indebtedness and other liabilities of the Company’s subsidiaries to the extent of the value of the collateral securing that other debt.

15

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

G. Derivative Instruments and Hedging Activities

Risk Management Objective of Using Derivatives

The Company maintains an overall interest rate risk management strategy using derivative instruments to minimize significant unplanned impact on earnings and cash flows caused by interest rate volatility. The strategy uses interest rate swaps and caps having indices related to the pricing of specific liabilities. The Company enters into interest rate swaps to convert floating-rate debt to fixed-rate long-term debt, and vice-versa, depending on market conditions. Interest rate swaps are generally for periods of one to ten years. Interest rate caps are generally for periods of one to three years. The use of interest rate caps is consistent with the Company’s risk management objective to reduce or eliminate exposure to variability in future cash flows primarily attributable to increases in interest rates on its floating-rate debt.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. The Company primarily uses interest rate caps and swaps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated OCI and is subsequently reclassified into earnings during the period the hedged forecasted transaction affects earnings. As of March 31, 2018, the Company expects it will reclassify amounts recorded in accumulated OCI into earnings as an increase in interest expense of approximately $2,703,000 within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

Fair Value Hedges of Interest Rate Risk

The Company enters into total rate of return swaps (“TROR”) on various tax-exempt fixed-rate borrowings. The TROR convert borrowings from a fixed rate to a variable rate. The TROR requires the payment of a variable interest rate, generally equivalent to the Securities Industry and Financial Markets Association (“SIFMA”) rate (1.58% at March 31, 2018) plus a spread. Additionally, the Company has guaranteed the fair value of the underlying borrowings. Fluctuation in the value of the TROR is offset by the fluctuation in the value of the underlying borrowings, resulting in minimal financial impact. At March 31, 2018, the aggregate notional amount of TROR designated as fair value hedging instruments is $597,166,000. The underlying TROR borrowings are subject to a fair value adjustment.

The following amounts were recored on the Consolidated Balance Sheets in nonrecourse mortgage debt and notes payable, net related to the hedged borrowings in fair value hedges:

	March 31, 2018			December 31, 2017
	(in thousands)
Carrying amount of underlying borrowings	$	597,166		$	605,036
Cumulative fair value adjustments to underlying borrowings	(1,241		)	3,210
Fair value of underlying borrowings	$	595,925		$	608,246

16

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Nondesignated Hedges of Interest Rate Risk

The Company uses derivative contracts to hedge certain interest rate risk, even though the contracts do not qualify for, or the Company has elected not to apply, hedge accounting. In these situations, the derivative is recorded at its fair value with changes reflected in earnings.

The Company has certain undesignated TROR where the associated debt is held by an unconsolidated affiliate or unrelated third parties. The change in fair value of these TROR is recognized in earnings. At March 31, 2018, the aggregate notional amount of these TROR is $180,461,000.

In instances where the Company enters into separate derivative instruments effectively hedging the same debt for consecutive annual periods, the duplicate amount of notional is excluded from the following disclosure in an effort to provide information that enables the financial statement user to understand the Company’s volume of derivative activity.

The following table summarizes the fair values and location in the Consolidated Balance Sheets of all derivative instruments:

	Fair Value of Derivative Instruments
	Asset Derivatives (included in Other Assets)				Liability Derivatives (included in Accounts Payable, Accrued Expenses and Other Liabilities)
	Current Notional		Fair Value		Current Notional		Fair Value
	(in thousands)
	March 31, 2018
Derivatives Designated as Hedging Instruments
Interest rate swaps	$	63,153	$	1,656	$	33,906	$	301
TROR	281,151		1,328		316,015		2,569
Total	$	344,304	$	2,984	$	349,921	$	2,870
Derivatives Not Designated as Hedging Instruments
Interest rate caps	$	69,518	$	—	$	—	$	—
TROR	89,209		2,677		91,252		9,793
Total	$	158,727	$	2,677	$	91,252	$	9,793
	December 31, 2017
Derivatives Designated as Hedging Instruments
Interest rate swaps	$	63,372	$	1,129	$	34,078	$	863
TROR	369,021		3,862		236,015		652
Total	$	432,393	$	4,991	$	270,093	$	1,515
Derivatives Not Designated as Hedging Instruments
Interest rate caps	$	69,518	$	—	$	—	$	—
TROR	100,466		4,107		36,280		11,330
Total	$	169,984	$	4,107	$	36,280	$	11,330

The following table summarizes the impact of gains and losses related to derivative instruments designated as cash flow hedges on accumulated other comprehensive income:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Gain on interest rate contracts recognized in Accumulated OCI	$	1,216		$	241
Loss on interest rate contracts reclassified from Accumulated OCI to the Statements of Operations
Interest expense	$	(581	)	$	(763	)
Earnings (loss) from unconsolidated entities	(507		)	(709		)
	$	(1,088	)	$	(1,472	)

17

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the impact of gains and losses related to cash flow and fair value hedging relationships in the Consolidated Statements of Operations:

		Three Months Ended March 31,
	Location on Consolidated Statements of Operations	2018			2017
Cash Flow Hedging Relationships		(in thousands)
Loss on interest rate contracts reclassified from Accumulated OCI	Interest expense	$	(581	)	$	(763	)
Fair Value Hedging Relationships
Gain (loss) on TROR	Interest expense	$	(4,451	)	$	5,351
Gain (loss) on underlying borrowings	Interest expense	4,451			(5,351		)
Total Fair Value Hedging Relationships		$	—		$	—

The following table summarizes the impact of gains and losses related to derivative instruments not designated as cash flow hedges or fair value hedges in the Consolidated Statements of Operations:

		Net Gain (Loss) Recognized
		Three Months Ended March 31,
	Location on Consolidated Statements of Operations	2018		2017
Derivatives Not Designated as Hedging Instruments		(in thousands)
Interest rate caps and interest rate swaps	Interest expense	$	—	$	(107	)
TROR	Interest expense	1,224		1,498
Total		$	1,224	$	1,391

Credit-risk-related Contingent Features

The principal credit risk of the Company’s interest rate risk management strategy is the potential inability of a counterparty to cover its obligations. If a counterparty fails to fulfill its obligation, the risk of loss approximates the fair value of the derivative. To mitigate this exposure, the Company generally purchases derivative financial instruments from the financial institution that issues the related debt, from financial institutions with which the Company has other lending relationships, or from financial institutions with a minimum credit rating of BBB+, at the time of the transaction.

Agreements with derivative counterparties contain provisions under which the counterparty could terminate the derivative obligations if the Company defaults on its obligations under the Revolving Credit Agreement and designated conditions are fulfilled. In instances where the Company’s subsidiaries have derivative obligations secured by a mortgage, the derivative obligations could be terminated if the indebtedness between the two parties is terminated, either by loan payoff or default of the indebtedness. In addition, certain subsidiaries have agreements containing provisions whereby the subsidiaries must maintain certain minimum financial ratios. As of March 31, 2018, the Company does not have any derivative contracts containing credit-risk related contingent features, such as a credit rating downgrade, that may trigger collateral to be posted with a counterparty.

H. Fair Value Measurements

Fair Value Measurements on a Recurring Basis

The Company’s financial assets consist of interest rate caps, interest rate swaps and TROR with positive fair values included in other assets. The Company’s financial liabilities consist of interest rate swaps and TROR with negative fair values included in accounts payable, accrued expenses and other liabilities and borrowings subject to TROR included in nonrecourse mortgage debt and notes payable, net.

18

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes information about financial assets and liabilities measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	March 31, 2018
	Level 1		Level 2			Level 3			Total
	(in thousands)
Interest rate swaps (assets)	$	—	$	1,656		$	—		$	1,656
Interest rate swaps (liabilities)	—		(301		)	—			(301		)
TROR (assets)	—		—			4,005			4,005
TROR (liabilities)	—		—			(12,362		)	(12,362		)
Fair value adjustment to the borrowings subject to TROR	—		—			1,241			1,241
Total	$	—	$	1,355		$	(7,116	)	$	(5,761	)
	December 31, 2017
	(in thousands)
Interest rate swaps (assets)	$	—	$	1,129		$	—		$	1,129
Interest rate swaps (liabilities)	—		(863		)	—			(863		)
TROR (assets)	—		—			7,969			7,969
TROR (liabilities)	—		—			(11,982		)	(11,982		)
Fair value adjustment to the borrowings subject to TROR	—		—			(3,210		)	(3,210		)
Total	$	—	$	266		$	(7,223	)	$	(6,957	)

The following table presents a reconciliation of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Net TROR			Fair value adjustment to the borrowings subject to TROR			Total
	(in thousands)
Three Months Ended March 31, 2018
Balance, January 1, 2018	$	(4,013	)	$	(3,210	)	$	(7,223	)
Total realized and unrealized gains (losses):
Included in earnings
Fair market value adjustment	(2,324		)	3,548			1,224
Settlement of TROR designated as fair value hedge	(903		)	903			—
Settlement of TROR not designated as a fair value hedge	(1,117		)	—			(1,117		)
Balance, March 31, 2018	$	(8,357	)	$	1,241		$	(7,116	)
Three Months Ended March 31, 2017
Balance, January 1, 2017	$	(15,573	)	$	7,434		$	(8,139	)
Total realized and unrealized gains (losses):
Included in earnings
Fair market value adjustment	6,849			(5,351		)	1,498
Balance, March 31, 2017	$	(8,724	)	$	2,083		$	(6,641	)

The following table presents quantitative information about the significant unobservable inputs used to estimate the fair value of financial instruments measured on a recurring basis as of March 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value March 31, 2018			Valuation Technique	Unobservable Input	Input Values
	(in thousands)
TROR	$	(8,357	)	Third party bond pricing	Bond valuation	93.73 - 109.14
Fair value adjustment to the borrowings subject to TROR	$	1,241		Third party bond pricing	Bond valuation	93.73 - 101.00

Third party service providers involved in fair value measurements are evaluated for competency and qualifications. Fair value measurements, including unobservable inputs, are evaluated based on current transactions and experience in the real estate and capital markets.

19

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The impact of changes in unobservable inputs used to determine the fair market value of the credit valuation adjustment, TROR and fair value adjustment to the borrowings subject to TROR are not deemed to be significant.

Fair Value of Other Financial Instruments

The carrying amount of accounts receivable and accounts payable, accrued expenses and other liabilities approximates fair value based upon the short-term nature of the instruments. The carrying amount of notes receivable approximates fair value since the interest rates on these notes approximates current market rates for similar instruments when considering the risk profile and quality of the collateral, if applicable. The Company estimates the fair value of its debt instruments by discounting future cash payments at interest rates the Company believes approximate the current market. Estimated fair value is based upon market prices of public debt, available industry financing data, current treasury rates, recent financing transactions, conversion features on convertible senior debt and loan to value ratios. The fair value of the Company’s debt instruments is classified as Level 3 in the fair value hierarchy.

The following table summarizes the fair value of nonrecourse mortgage debt and notes payable, net (exclusive of the fair value of derivatives), term loan, net and convertible senior debt, net:

	March 31, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Nonrecourse mortgage debt and notes payable, net	$	2,967,198	$	2,948,720	$	2,998,361	$	2,995,559
Term loan, net	333,768		333,857		333,668		333,726
Convertible senior debt, net	112,741		113,525		112,637		130,942
Total	$	3,413,707	$	3,396,102	$	3,444,666	$	3,460,227

I. Capital Stock

Share Repurchase Authorization

On March 22, 2018, the Board approved an increase in the Company's existing $100,000,000 share repurchase program to an aggregate total of $400,000,000. The shares may be repurchased, in light of prevailing market and economic conditions, to take advantage of investment opportunities at times when the Board and Company management believe the market price of the common stock does not accurately reflect the underlying value of the Company.

Reclassification Agreement

Pursuant to the Reclassification Agreement, the Board submitted a proposal for stockholder approval to eliminate the dual-class share structure at the Company’s 2017 Annual Meeting of Stockholders. This proposal was approved by the stockholders at the Company’s Annual Meeting of Stockholders on June 9, 2017 and became effective following the market close on June 12, 2017. As a result, each of the 18,788,163 shares of Class B common stock issued and outstanding immediately prior to the Effective Time were reclassified into 1.31 shares of Class A common stock. As such, 24,612,495 additional shares of Class A common stock were issued to the prior Class B common stockholders. Upon completion of this transaction, all outstanding shares of common stock are entitled to one vote per share on all matters brought to the Company’s stockholders, including but not limited to, the election of the entire Board of Directors.

During the three months ended March 31, 2017, certain professional and consulting fees, including investment banking success fees, incurred directly related to the stock conversion were recorded as a $604,000 reduction to additional paid-in capital, in accordance with applicable accounting requirements when raising permanent equity. Amounts include costs paid on behalf of RMS in accordance with the Reimbursement Agreement. See the “Other Related Party Transactions” section of Note A – Accounting Policies for detailed information on the Reimbursement Agreement.

20

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

J. Dividends

The following table summarizes the quarterly cash dividends declared by the Board of Directors on the Company’s common stock (in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Cash Payment
2018
February 22, 2018	March 5, 2018	March 16, 2018	$	0.18	$	48,012
2017
November 29, 2017	December 20, 2017	December 29, 2017	$	0.14	$	37,344
August 22, 2017	September 5, 2017	September 18, 2017	0.14		37,343
May 17, 2017	June 9, 2017	June 23, 2017	0.09		23,482
March 1, 2017	March 13, 2017	March 27, 2017	0.09		23,441
		Total	$	0.46	$	121,610

K. Stock-Based Compensation

During the three months ended March 31, 2018, the Company granted 632,869 shares of restricted stock and 217,548 performance shares under the Company’s 1994 Stock Plan. The restricted stock had a fair value of $20.89 per share, based on the closing price of the Class A common stock on the date of grant. The performance shares had a grant-date fair value of $17.44 per share, which was computed using a Monte Carlo simulation.

At March 31, 2018, $19,231,000 of unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 28 months and $8,756,000 of unrecognized compensation cost related to performance shares is expected to be recognized over a weighted-average period of 27 months.

The following table summarizes stock-based compensation costs recognized in the financial statements:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Stock option costs	$	84		$	200
Restricted stock costs	4,037			5,138
Performance share costs	1,098			2,018
Total stock-based compensation costs	5,219			7,356
Less amount capitalized into qualifying real estate projects	(955		)	(2,492		)
Amount charged to operating expenses	4,264			4,864
Depreciation expense on capitalized stock-based compensation	341			215
Total stock-based compensation expense	$	4,605		$	5,079

The amount of grant-date fair value expensed immediately for awards granted to retirement-eligible grantees during the three months ended March 31, 2018 and 2017 was $322,000 and $867,000, respectively.

In connection with the vesting of restricted stock and performance shares during the three months ended March 31, 2018 and 2017, the Company repurchased 291,447 shares and 157,304 shares, respectively, of Class A common stock to satisfy the employees’ related minimum statutory tax withholding requirements. Shares repurchased during the three months ended March 31, 2018 and 2017 were returned to unissued shares with an aggregate cost basis of $6,047,000 and $3,436,000, respectively.

21

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

L. Write-Offs of Abandoned Development Projects and Demolition Costs

The Company reviews each project under development to determine whether it is probable the project will be developed. If management determines the project will not be developed, its project costs and other related project exit costs are written off as an abandoned development project cost. The Company abandons projects under development for a number of reasons, including, but not limited to, changes in local market conditions, increases in construction or financing costs or third party challenges related to entitlements or public financing. The Company recorded no write-offs of abandoned development projects and demolition costs during the three months ended March 31, 2018 and 2017, respectively.

The Company incurred $6,218,000 and $351,000 as write-offs of abandoned development projects and demolition costs of unconsolidated entities during the three months ended March 31, 2018 and 2017, respectively, which is included in equity in earnings.

M. Impairment of Real Estate and Impairment of Unconsolidated Entities

Impairment of Real Estate

The Company reviews its real estate for impairment whenever events or changes indicate its carrying value may not be recoverable. In determining whether the carrying costs are recoverable from estimated future undiscounted cash flows, the Company uses various assumptions including future estimated net operating income, estimated holding periods, risk of foreclosure and estimated cash proceeds upon the disposition of the asset. If the carrying costs are not recoverable, the Company records an impairment charge to reduce the carrying value to estimated fair value. The assumptions used to estimate fair value, which are based on current information, are Level 2 or 3 inputs. If the conditions deteriorate or if plans regarding the assets change, additional impairment charges may occur in future periods. There were no impairments of real estate recorded during the three months ended March 31, 2018 or 2017.

Impairment of Unconsolidated Entities

The Company reviews its portfolio of unconsolidated entities for other-than-temporary impairments whenever events or changes indicate its carrying value in the investments may be in excess of fair value. An equity method investment’s value is impaired if management’s estimate of its fair value is less than the carrying value and the difference is deemed to be other-than-temporary. In estimating fair value, assumptions that may be used include comparable sale prices, market discount rates, market capitalization rates and estimated future discounted cash flows specific to the geographic region and property type, all of which are considered Level 3 inputs. For recently opened properties, assumptions also include the timing of initial property lease up. In the event initial property lease up assumptions differ from actual results, estimated future discounted cash flows may vary, resulting in impairment charges in future periods. There were no impairments of unconsolidated entities recorded during the three months ended March 31, 2018 or 2017.

N. Gain on Change in Control of Interests

In January 2018, our 50% noncontrolling partner at Bayside Village, an apartment community in San Francisco, CA, closed on a transaction where they sold the majority of their 50% ownership interest to an unrelated third party. Prior to this transaction, the Company fully consolidated the property, as the outside partner, in accordance with the partnership agreement, lacked any substantive participating rights. Simultaneously with the sale, the Company amended the partnership agreement to grant substantive participating rights to the new outside partner and received a cash payment of $24,000,000 in connection with such amendment. The joint venture is adequately capitalized and does not contain the characteristics of a VIE. Based on the substantive participating rights held by the new outside partner, the Company concluded it appropriate to deconsolidate the entity and account for the Company’s 50% investment in the property using the equity method of accounting. The Company remeasured its equity interest in the property, as required by the accounting guidance, at fair value (based upon the income approach using current rents and market discount rates). As a result of the deconsolidation and the current estimated fair value, the Company removed approximately $415,000,000 of real estate, net, $127,000,000 of nonrecourse mortgage debt, net, $133,090,000 of noncontrolling interest from the Consolidated Balance Sheet, increased investments in and advances to unconsolidated entities by approximately $227,000,000 and recorded $117,711,000 as a gain on change in control of interests in the Consolidated Statement of Operations for the three months ended March 31, 2018.

O. Loss on Extinguishment of Debt

For the three months ended March 31, 2018 and 2017, the Company recorded $2,388,000 and $2,843,000, respectively, as loss on extinguishment of debt. The amount for 2018 is related to a loss on extinguishment of nonrecourse mortgage debt in connection with a debt refinancing at Pavilion, an apartment building in Chicago, Illinois. The amount for 2017 primarily relates to a loss on extinguishment of nonrecourse mortgage debt at Illinois Science and Technology Park, office buildings in Skokie, Illinois that were sold during the quarter.

22

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

P. Net Gain on Disposition of Interest in Unconsolidated Entities

The following table summarizes the net gain on disposition of interest in unconsolidated entities which are included in earnings (loss) from unconsolidated entities:

		Three Months Ended March 31,
		2018		2017
		(in thousands)
Regional Malls - QIC	Various	$	74,838	$	—
Federally assisted housing apartment		121		9,349
Shops at Bruckner Boulevard (Specialty Retail Center)	Bronx, New York	—		8,183
Other		—		169
		$	74,959	$	17,701

During the three months ended March 31, 2018, the Company completed the sale of Antelope Valley Mall,Mall at Robinson, Shops at Wiregrass and Victoria Gardens - Bass Pro Shops under our signed definitive agreement with QIC. The dispositions generated net cash proceeds of approximately $74,203,000 and a note receivable of $51,929,000, which matures in 2019.

On April 2, 2018, the Company completed the sale of Westchester’s Ridge Hill to QIC. This disposition generated net cash proceeds of approximately $10,468,000 and note receivable of $61,136,000.

During the three months ended March 31, 2018, the Company completed the sale of one unconsolidated federally assisted housing (“FAH”) apartment community. The disposition resulted in net cash proceeds of $43,000. During the three months ended March 31, 2017, the Company completed the sale of six unconsolidated FAH apartment communities. These dispositions resulted in net cash proceeds of $18,122,000.

During the three months ended March 31, 2017, the Company sold its ownership interest in Shops at Bruckner Boulevard, an unconsolidated specialty retail center in Bronx, New York. The sale generated net cash proceeds of $8,863,000 at the Company’s ownership share.

Q. Income Taxes

Beginning for its taxable year ended December 31, 2016, the Company filed its U.S. federal tax return as a REIT and the Company’s TRSs filed as C corporations. The Company files individual separate income tax returns in various states.

As a REIT, the Company is required to annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (computed without regard to the dividends paid deduction and net capital gain and net of any available net operating losses). The Company may be subject to certain state gross income and franchise taxes, as well as taxes on any undistributed income and federal and state corporate taxes on any income earned by its TRSs. In addition, the Company could be subject to corporate income taxes related to assets held by the REIT which are sold during the five year period following the date of conversion (ending December 31, 2020), to the extent such sold assets had a built-in gain on the date of conversion.

Income tax expense was $1,409,000 and $51,000 for the three months ended March 31, 2018 and 2017, respectively. The Company did not recognize any federal corporate income tax on its earnings in the REIT for any of the periods presented.

At December 31, 2017, the TRS had a federal net operating loss carryforward for tax purposes of $106,505,000 available to use on their tax returns expiring in the years ending December 31, 2028 through 2037. At December 31, 2017, the Company had a federal net operating loss carryforward of $76,176,000 available to use on its REIT tax return expiring in the years ending December 31, 2034 through 2036.

23

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

R. Net Gain (Loss) on Disposition of Full or Partial Interest in Rental Properties, Net of Tax

The following table summarizes the net gain (loss) on disposition of full or partial interest in rental properties, net of tax:

		Three Months Ended March 31,
		2018			2017
		(in thousands)
Apartment:
461 Dean Street	Brooklyn, New York	$	(3,713	)	$	—
Office Building:
Illinois Science & Technology Park (4 buildings)	Skokie, Illinois	—			3,771
Federally assisted housing apartment		464			—
Other		845			5,532
		(2,404		)	9,303
Income tax effect		(130		)	—
		$	(2,534	)	$	9,303

461 Dean Street

During the three months ended March 31, 2018, the Company completed the sale of 461 Dean Street, an apartment community in Brooklyn, New York. The Company received net cash proceeds of $147,193,000.

Illinois Science & Technology Park

During the three months ended March 31, 2017, the Company completed the sale of Illinois Science & Technology Park, comprised of four life science office buildings in Skokie, Illinois. The Company received net cash proceeds of $16,494,000.

S. Earnings Per Share

The Company’s restricted stock is considered a participating security pursuant to the two-class method for computing earnings per share (“EPS”). The 2006 Units, which are reflected as noncontrolling interests in the Consolidated Balance Sheets, are considered convertible participating securities as they are entitled to participate in dividends paid to the Company’s common stockholders. The 2006 Units are included in the computation of basic EPS using the two-class method and are included in the computation of diluted EPS using the if-converted method. The Class A common stock issuable in connection with conversion of the 2018 Senior Notes and 2020 Senior Notes is included in the computation of diluted EPS using the if-converted method.

The reconciliation of the basic and diluted EPS computations is shown in the following table:

	Three Months Ended March 31,
	2018			2017
Numerators(in thousands)
Net earnings attributable to Forest City Realty Trust, Inc.	$	199,747		$	40,917
Distributed and undistributed earnings allocated to participating securities	(1,625		)	(374		)
Net earnings attributable to common stockholders ‑ Basic	$	198,122		$	40,543
Interest on convertible debt	1,141			—
Net earnings attributable to common stockholders ‑ Diluted	$	199,263		$	40,543
Denominators
Weighted average shares outstanding ‑ Basic	265,440,763			258,797,277
Effect of stock options and performance shares	589,985			402,992
Effect of convertible debt	5,213,392			—
Weighted average shares outstanding ‑ Diluted (1)(2)	271,244,140			259,200,269
Earnings Per Share
Net earnings attributable to common stockholders ‑ Basic	$	0.75		$	0.16
Net earnings attributable to common stockholders ‑ Diluted	$	0.73		$	0.16

(1) Incremental shares from restricted stock and convertible securities aggregating 1,901,530 and 7,860,297 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive.

(2) Weighted-average options, restricted stock and performance shares of 719,716 and 2,167,229 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive under the treasury stock method.

24

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

T. Segment Information

The following tables summarize financial data for the Company’s reportable operating segments. All amounts are presented in thousands.

	March 31, 2018		December 31, 2017
	Identifiable Assets
Office	$	3,061,692	$	3,025,810
Apartments	2,309,164		2,246,479
Retail	388,272		368,353
Total Operations	5,759,128		5,640,642
Development	1,563,728		2,020,273
Corporate	636,860		402,372
	$	7,959,716	$	8,063,287
	Three Months Ended March 31,				Three Months Ended March 31,
	2018		2017		2018		2017
	Revenues				Operating Expenses
Office	$	111,472	$	113,539	$	43,790	$	42,776
Apartments	74,270		72,098		35,964		33,904
Retail	6,380		14,750		3,624		10,754
Total Operations	192,122		200,387		83,378		87,434
Development	17,798		15,619		15,635		18,448
Corporate	—		—		28,133		20,108
	$	209,920	$	216,006	$	127,146	$	125,990
	Depreciation and Amortization				Capital Expenditures
Office	$	27,870	$	33,999	$	6,209	$	14,302
Apartments	20,494		18,651		2,695		3,920
Retail	782		3,065		760		415
Total Operations	49,146		55,715		9,664		18,637
Development	5,524		7,166		57,559		78,027
Corporate	615		674		86		21
	$	55,285	$	63,555	$	67,309	$	96,685

The Company uses AdjustedEarnings Before Interest, Taxes, Depreciation and Amortization("EBITDA") to manage its business and report its operating results by segment. Adjusted EBITDA, a non-GAAP measure, is defined as net earnings excluding the following items at the Company's ownership: i) non-cash charges for depreciation and amortization; ii) interest expense; iii) amortization of mortgage procurement costs; iv) income taxes; v) impairment of real estate; vi) gains or losses from extinguishment of debt; vii) gains or losses on full or partial disposition of rental properties, development projects and other investments; viii) gains or losses on change in control of interests; and ix) other transactional items, including organizational transformation and termination benefits.

The Company believes that Adjusted EBITDA is an appropriate measure to assess operating performance by segment as it represents ongoing key operating components of each segment without regard to how the business is financed. The Company’s Chief Executive Officer, the chief operating decision maker, uses Adjusted EBITDA, as presented, to assess performance of the Company’s real estate assets by reportable operating segment because it provides information on the financial performance of the core real estate portfolio operations, development, corporate general and administrative expenses and interest and other income derived from the Company's investments. Adjusted EBITDA measures the profitability of each real estate segment in operations based on the process of collecting rent and paying operating expenses and represents the equivalent of Net Operating Income (“NOI”), a non-GAAP measure,as all property level interest expense is reported in the Corporate segment. NOI by operating segment is discussed in the Net Operating Income section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of this Form 10-Q. For the development segment, adjusted EBITDA measures the profitability of our land development sales activity and any recently opened unstabilized properties, offset by development expenses that do not qualify for capitalization. Interest expense is monitored and evaluated by the chief operating decision maker on an overall company-wide basis and is not a factor in evaluating individual segment performance.

25

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The reconciliations of net earnings (loss) to Adjusted EBITDA by segment are shown in the following tables. All amounts are presented in thousands.

Three Months Ended March 31, 2018	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	$	41,456		$	141,053		$	93,562		$	276,071		$	(9,311	)	$	(67,013	)	$	199,747
Depreciation and amortization	28,556			22,889			11,923			63,368			6,438			615			70,421
Interest expense	—			—			—			—			—			43,118			43,118
Amortization of mortgage procurement costs	—			—			—			—			—			1,637			1,637
Income tax expense	—			—			—			—			—			1,824			1,824
Loss on extinguishment of debt	—			—			—			—			—			2,269			2,269
Net (gain) loss on disposition of full or partial interests in rental properties	(94		)	(1,214		)	—			(1,308		)	3,712			—			2,404
Gain on disposition of unconsolidated entities	—			(121		)	(74,486		)	(74,607		)	—			—			(74,607		)
Gains on change in control of interests	—			(117,711		)	—			(117,711		)	—			—			(117,711		)
Organizational transformation and termination benefits	—			—			—			—			—			15,950			15,950
Adjusted EBITDA attributable to Forest City Realty Trust, Inc.	$	69,918		$	44,896		$	30,999		$	145,813		$	839		$	(1,600	)	$	145,052
Three Months Ended March 31, 2017	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	$	42,309		$	41,516		$	31,358		$	115,183		$	(10,577	)	$	(63,689	)	$	40,917
Depreciation and amortization	34,862			22,491			15,850			73,203			5,174			674			79,051
Interest expense	—			—			—			—			—			47,831			47,831
Amortization of mortgage procurement costs	—			—			—			—			—			1,832			1,832
Income tax expense	—			—			—			—			—			51			51
Loss on extinguishment of debt	—			—			—			—			—			4,466			4,466
Net (gain) loss on disposition of full or partial interests in rental properties	(3,771		)	(5,532		)	—			(9,303		)	—			—			(9,303		)
Gain on disposition of unconsolidated entities	—			(9,518		)	(8,183		)	(17,701		)	—			—			(17,701		)
Organizational transformation and termination benefits	—			—			—			—			—			4,525			4,525
Adjusted EBITDA attributable to Forest City Realty Trust, Inc.	$	73,400		$	48,957		$	39,025		$	161,382		$	(5,403	)	$	(4,310	)	$	151,669

U. Subsequent Event

On April 25, 2018, the Company’s jointly owned specialty retail joint venture with Madison International, acquired a 50% ownership interest in three life science office buildings (“acquired assets”) located in Cambridge, Massachusetts, for a purchase price of approximately $302,000,000. Prior to this acquisition, the Company owned the remaining 50% ownership interest in the acquired assets and accounted for this investment on the equity method of accounting. Subsequent to the acquisition, the Company continues to own the remaining 50% ownership interests in the acquired assets and continues to account for this investment on the equity method of accounting as the Madison International joint venture retains the same rights as the previous partner was entitled to. The acquisition was funded primarily through a capital contribution into the joint venture from Madison International. It is expected the Company will exchange its preferred ownership interests in certain of the specialty retail assets owned by the joint venture for the acquired assets in a non-cash transaction during the three months ended September 30, 2018. Following this anticipated exchange, the Company will own 100% of the acquired assets and expects to fully consolidate the properties. In accordance with accounting guidance, the Company will remeasure its equity interests, at fair value (based upon the income approach using current rents and market cap rates and discount rates), and expects to record a gain on change in control during the three months ended September 30, 2018.

26

Forest City Realty Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Forest City Realty Trust, Inc. and subsidiaries should be read in conjunction with the financial statements and footnotes thereto contained in the annual report on Form 10-K for the year ended December 31, 2017.

RESULTS OF OPERATIONS

Corporate Description

We principally engage in the operation, development, management and acquisition of office, apartment and retail real estate and land throughout the United States. We have approximately $8.0 billion of consolidated assets in 19 states and the District of Columbia at March 31, 2018. Our core markets include Boston, Chicago, Dallas, Denver, Los Angeles, Philadelphia, and the greater metropolitan areas of New York City, San Francisco and Washington D.C. We have regional offices in Boston, Dallas, Denver, Los Angeles, New York City, San Francisco, Washington, D.C., and our corporate headquarters in Cleveland, Ohio.

Review of Strategic Alternatives

On March 22, 2018, we announced that our Board of Directors (the “Board”) concluded its previously announced review of strategic alternatives. After extensive evaluation and deliberation, including review and analysis of multiple offers, the Board has determined that stockholder value would be better enhanced on a standalone basis than by pursuing a transaction on the terms and pricing indicated by the offers received.

Review of Strategic Alternatives - Reconstituted Board

In addition, on March 22, 2018, we announced our entry into agreements with Starboard Value LP ("Starboard"), which owned approximately 3.0% of our outstanding shares, Scopia Capital Management LP ("Scopia"), which owned approximately 8.3% of our outstanding shares, and RMS, Limited Partnership ("RMS"), which, prior to the elimination of our dual-class stock structure in 2017, was our controlling stockholder, pursuant to which, as of March 22, 2018:

• Nine directors agreed to resign from the Board;

• Michelle Felman, Adam S. Metz, Marran H. Ogilvie, William R. Roberts and Robert A. Schriesheim were appointed on April 16, 2018, effective upon completion of customary onboarding background reviews, as new independent directors to the Company's Board;

• James A. Ratner became Interim Chairman of the Board. The reconstituted Nominating and Governance Committee has initiated a process to identify and recommend a new Chairman or Executive Chairman of the Board. Candidates will include both new Board members as well as external candidates that are seasoned real estate industry executives or professionals;

• The reconstituted Nominating and Governance Committee has initiated a process to identify an additional independent director to join the Board;

• Each of Starboard and Scopia had the right to appoint one additional director to the Board; and

• RMS has agreed to alter its director nomination rights from four members of the Ratner family to two designees, one director who must be independent under NYSE listing standards and one director who may be either a family member or independent under NYSE listing standards. William R. Roberts will serve as the independent RMS nominee. RMS has also given up its right for James Ratner to be elected Chairman of the Board, and he will resign from the Chairmanship upon appointment of the new Chairman identified by the process referred to above.

We also announced that David J. LaRue, Kenneth J. Bacon, Z. Jamie Behar and James A. Ratner will continue their service on the Board. All members of the newly reconstituted Board will stand for election at our 2018 Annual Meeting. Following completion of onboarding and appointments, the Board will be comprised of 13 directors, 11 of whom will be independent.

Review of Strategic Alternatives - Reconstituted Board Appointments

On April 16, 2018, we announced our Board has appointed Michelle Felman, Jerome J. Lande (Scopia appointee), Adam S. Metz, Gavin Molinelli (Starboard appointee), Marran H. Ogilvie, Mark S. Ordan, William R. Roberts and Robert A. Schriesheim as new independent directors.

27

Review of Strategic Alternatives - Share Repurchase Authorization

On March 22, 2018, the Board approved an increase in the Company's existing $100,000,000 share repurchase program to an aggregate total of $400,000,000. The shares may be repurchased, in light of prevailing market and economic conditions, to take advantage of investment opportunities at times when the Board and Company management believe the market price of the common stock does not accurately reflect the underlying value of the Company; to indicate to investors the Company's confidence in its business; to enhance stockholder value; and to reduce dilution.

Milestones

Significant milestones achieved in the first quarter of 2018 include:

• Completed the sale of 461 Dean Street, an apartment community in Brooklyn, New York. The disposition generated net cash proceeds of $147,193,000;

• Declared and paid a $0.18 per share cash dividend on our common stock for the first quarter of 2018, representing an increase of $0.04 per share (29%) from the fourth quarter of 2017 and $0.09 per share (100%) from the first quarter of 2017;

• Reached an agreement with Greenland USA on the restructuring of the Pacific Park Brooklyn joint venture, a 22 acre mixed-use project in Brooklyn, New York. The transaction, which is expected to close in mid-2018, will increase Greenland USA’s ownership interest in the joint venture from 70% to 95% on future construction costs, effective January 15, 2018, and reduce our ownership interest and future obligations to fund future construction costs from 30% to 5%.  Completed or partially completed projects of the joint venture, including 38 Sixth Ave, 550 Vanderbilt, 535 Carlton and the related parking garages, will remain owned by Greenland USA and us on a 70%/30% basis, respectively (there can be no assurance that the transaction will be consummated as agreed upon and described above, or at all);

• Completed the sale of Antelope Valley Mall, Mall at Robinson, Shops at Wiregrass and Victoria Gardens - Bass Pro Shops under our signed definitive agreement with Queensland Investment Company (“QIC”) to dispose of ten regional mall assets. The dispositions generated net cash proceeds of approximately $74,203,000 and a note receivable of $51,929,000, which matures in 2019;

• Commenced construction on The Yards - L2, an apartment community in Washington, D.C;

• Paid off the $18,970,000 nonrecourse mortgage loan which encumbered Edgeworth, an office building in Richmond, Virginia; and

• Paid off the $17,641,000 nonrecourse mortgage loan which encumbered Aster Town Center North, an apartment community in Denver, Colorado.

In addition, subsequent to March 31, 2018, we achieved the following significant milestones:

• Announced the appointment of eight new independent directors to the Board of Directors as of April 16, 2018. Subsequent to the appointment, the Board consists of 12 directors, 10 of whom are expected to be independent, with 1 vacancy;

• Began the phased opening at Ardan, an apartment community in Dallas, Texas;

• Collected the $125,000,000 note receivable ($137,673,000 with accrued interest) from the January 2016 sale of our equity method investment in the Brooklyn Nets prior to its January 2021 maturity date;

• Completed the sale of Westchester’s Ridge Hill, a regional mall in Yonkers, New York, to QIC. The disposition generated net cash proceeds of approximately $10,468,000 and a note receivable of $61,136,000;

• Completed the sale of Brooklyn Commons, a consolidated specialty retail center in Brooklyn, New York. The sale generated net cash proceeds of approximately $33,750,000, which are expected to be redeployed in a Section 1031 exchange;

• Closed on the conversion of our common interest to preferred interest in Queens Place, the final asset in the 11-asset specialty retail portfolio located throughout Manhattan, Brooklyn, Queens, the Bronx, Staten Island and Northern New Jersey, under our signed definitive agreement with Madison International. We expect to convert these preferred ownership interests into office and/or apartment assets during 2018, as replacement assets are secured; and

• Acquired our partner’s 50% equity interest in 300 Massachusetts Ave, 350 Massachusetts Ave and 38 Sidney Street, three life science office properties at University Park at MIT, a mixed-use life science office campus in Cambridge, Massachusetts, through our jointly owned specialty retail joint venture with Madison International, for a purchase price of approximately $302,000,000 funded primarily through a capital contribution from Madison International.

28

Net Operating Income

Net Operating Income (“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 at our ownership within our Office, Apartments, Retail, and Development segments, except for revenues and cost of sales associated with sales of land held in these segments. The activity of our Corporate segment does not involve the operations of our rental property portfolio and therefore is excluded from our 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 office, apartment and retail 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.

29

Reconciliation of Earnings (Loss) Before Income Taxes (GAAP) to Net Operating Income (non-GAAP) (in thousands):

	Three Months Ended March 31,
	2018			2017
Earnings before income taxes (GAAP)	$	197,278		$	31,672
Earnings from unconsolidated entities	(71,978		)	(26,979		)
Earnings before income taxes and earnings from unconsolidated entities	125,300			4,693
Land sales	(5,945		)	(5,760		)
Cost of land sales	2,986			2,001
Other land development revenues	(2,193		)	(1,105		)
Other land development expenses	3,072			2,564
Corporate general and administrative expenses	12,183			15,583
Organizational transformation and termination benefits	15,950			4,525
Depreciation and amortization	55,285			63,555
Interest and other income	(10,761		)	(10,272		)
Gains on change in control of interests	(117,711		)	—
Interest expense	26,967			27,975
Amortization of mortgage procurement costs	1,306			1,222
Loss on extinguishment of debt	2,388			2,843
NOI related to noncontrolling interest (1)	(10,939		)	(9,671		)
NOI related to unconsolidated entities (2)	45,656			55,100
Net Operating Income (Non-GAAP)	$	143,544		$	153,253
(1) NOI related to noncontrolling interest:
Earnings from continuing operations attributable to noncontrolling interests (GAAP)	$	185		$	106
Exclude non-NOI activity from noncontrolling interests:
Land and non-rental activity, net	153			246
Interest and other income	370			524
Depreciation and amortization	(6,539		)	(6,696		)
Amortization of mortgage procurement costs	(325		)	(287		)
Interest expense and extinguishment of debt	(5,135		)	(3,564		)
Gain on disposition of full or partial interests in rental properties and interest in unconsolidated entities	352			—
NOI related to noncontrolling interest	$	(10,939	)	$	(9,671	)
(2) NOI related to unconsolidated entities:
Equity in earnings (GAAP)	$	(2,981	)	$	9,278
Exclude non-NOI activity from unconsolidated entities:
Land and non-rental activity, net	(887		)	(1,136		)
Interest and other income	(192		)	(1,525		)
Write offs of abandoned development projects and demolition costs	6,218			351
Depreciation and amortization	21,675			22,192
Amortization of mortgage procurement costs	656			897
Interest expense and extinguishment of debt	21,167			25,043
NOI related to unconsolidated entities	$	45,656		$	55,100

30

Comparable NOI

We use comparable NOI, a non-GAAP measure, as a metric to evaluate the performance of our office and apartment properties. This operating statistic provides a same-store comparison of operating results of all stabilized properties that are open and operating in each period presented. Non-capitalizable development costs and unallocated management and service company overhead, net of service fee revenues, are not directly attributable to an individual operating property and are considered non-comparable 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. Retained properties in lease-up or are otherwise considered non-comparable are disclosed in the Segment Operating Results of the MD&A. Due to the planned/ongoing disposition of substantially all of our regional mall and specialty retail portfolios, we are no longer disclosing comparable NOI for our retail properties. Other properties and activities such as federally assisted 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.

We believe 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 consistent view of the overall performance of our operating portfolio from period to period.

The following is a reconciliation of comparable NOI to total NOI.

	Net Operating Income(in thousands)
	Three Months Ended March 31, 2018								Three Months Ended March 31, 2017								Comparable
	Comparable		Non-Comparable			Total			Comparable		Non-Comparable			Total			NOI % Change
Office	$	66,985	$	569		$	67,554		$	66,166	$	3,780		$	69,946		1.2	%
Apartments	45,267		632			45,899			45,458		(54		)	45,404			(0.4	)%
Retail	—		29,610			29,610			—		39,623			39,623
Product Type NOI	$	112,252	$	30,811		$	143,063		$	111,624	$	43,349		$	154,973
Federally Assisted Housing	—		167			167			—		4,285			4,285
Other NOI (1):
Straight-line rent adjustments	—		3,292			3,292			—		2,798			2,798
Other Operations	—		(709		)	(709		)	—		(674		)	(674		)
	112,252		33,561			145,813			111,624		49,758			161,382
Recently-Opened Properties/Redevelopment	—		2,636			2,636			—		(1,393		)	(1,393		)
Development Segment (2)	—		(4,905		)	(4,905		)	—		(6,736		)	(6,736		)
Grand Total	$	112,252	$	31,292		$	143,544		$	111,624	$	41,629		$	153,253		0.6	%

(1) Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and management and service company overhead, net of service fee revenue.

(2) Includes straight-line adjustments, non-capitalizable development overhead and other costs on our development projects.

Percentage of NOI by Product Type (dollars in thousands)

	Three Months Ended March 31,
	2018				2017
	NOI		% of Total		NOI		% of Total
Office Segment	$	67,554	47.2	%	$	69,946	45.1	%
Apartment Segment	45,899		32.1	%	45,404		29.3	%
Retail Segment	29,610		20.7	%	39,623		25.6	%
Total Product Type NOI	$	143,063			$	154,973

31

Core Market NOI

(dollars in thousands)

Three Months Ended March 31, 2018 Three Months Ended March 31, 2017

Product Type NOI	$	143,063		Product Type NOI	$	154,973
Federally Assisted Housing	167			Federally Assisted Housing	4,285
Other NOI (3):				Other NOI (3):
Straight-line rent adjustments	3,292			Straight-line rent adjustments	2,798
Other Operations	(709		)	Other Operations	(674		)
	2,583				2,124
Recently-Opened Properties/Redevelopment	2,636			Recently-Opened Properties/Redevelopment	(1,393		)
Development Segment (4)	(4,905		)	Development Segment (4)	(6,736		)
Grand Total NOI	$	143,544		Grand Total NOI	$	153,253

(1) Includes Richmond, Virginia.

(2) Represents Regional Malls located in Non-Core Markets. Regional Malls located in Core Markets are included in their applicable Core Markets.

(3) Includes straight-line rent adjustments, participation payments as a result of refinancing transactions on our properties and management and service company overhead, net of service fee revenues.

(4) Includes straight-line adjustments, non-capitalizable development overhead and other costs on our development projects.

32

FFO

Funds From Operations (“FFO”), a non-GAAP measure, along with net earnings, provides an investor important information about our core operations. While property dispositions, acquisitions or other factors impact net earnings in the short-term, we believe FFO presents a 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 Company’s core assets 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 ratably over time. Since real estate values have historically risen or fallen with market conditions, many real estate 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 another measurement of the Company’s performance relative to its peers and an additional basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide.

FFO is defined by the National Associate of Real Estate Investment Trusts (“NAREIT”) as net earnings excluding the following items at our ownership: i) gain (loss) on full or partial disposition of rental properties, divisions and other investments (net of tax); ii) gains or losses on change in control of interests; iii) non-cash charges for real estate depreciation and amortization; iv) impairment of depreciable real estate (net of tax); and v) cumulative or retrospective effect of change in accounting principle (net of tax).

The table below reconciles net earnings, the most comparable GAAP measure, to FFO, a non-GAAP measure.

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Net earnings attributable to Forest City Realty Trust, Inc. (GAAP)	$	199,747		$	40,917
Depreciation and Amortization—real estate (1)	69,767			78,349
Gain on change in control of interests	(117,711		)	—
Gain on disposition of full or partial interests in rental properties	(72,203		)	(27,004		)
Income tax expense adjustment:
Gain on disposition of full or partial interests in rental properties	1,711			—
FFO attributable to Forest City Realty Trust, Inc. (Non-GAAP)	$	81,311		$	92,262
FFO Per Share - Diluted
Numerator (in thousands):
FFO attributable to Forest City Realty Trust, Inc.	$	81,311		$	92,262
If-Converted Method (adjustments for interest):
4.250% Notes due 2018	778			778
3.625% Notes due 2020	363			363
FFO for per share data	$	82,452		$	93,403
Denominator:
Weighted average shares outstanding—Basic	265,440,763			258,797,277
Effect of stock options, restricted stock and performance shares	1,380,471			1,320,911
Effect of convertible debt	5,213,392			5,031,753
Effect of convertible 2006 Class A Common Units	1,111,044			1,910,625
Weighted average shares outstanding - Diluted	273,145,670			267,060,566
FFO Per Share - Diluted	$	0.30		$	0.35

(1) The following table provides detail of depreciation and amortization:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Full Consolidation	$	55,285		$	63,555
Non-Real Estate	(654		)	(702		)
Real Estate Full Consolidation	54,631			62,853
Real Estate related to noncontrolling interest	(6,539		)	(6,696		)
Real Estate Unconsolidated	21,675			22,192
Real Estate at Company share	$	69,767		$	78,349

33

Operating FFO

Operating FFO, a non-GAAP measure, is an additional measure an investor may use to evaluate 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) the adjustment to recognize rental revenues and rental expense using the straight-line method; vii) participation payments to ground lessors on refinancing of our properties; viii) other transactional items; and ix) income taxes on FFO.

The table below reconciles FFO to Operating FFO.

	Three Months Ended March 31,
	2018			2017
	(in thousands)
FFO attributable to Forest City Realty Trust, Inc.	$	81,311		$	92,262
Write-offs of abandoned development projects and demolition costs	6,218			351
Tax credit income	(3,275		)	(2,691		)
Loss on extinguishment of debt	2,269			4,466
Change in fair market value of nondesignated hedges	(2,148		)	(1,502		)
Straight-line rent adjustments	(3,693		)	(2,942		)
Organizational transformation and termination benefits	15,950			4,525
Income tax expense on FFO	113			51
Operating FFO attributable to Forest City Realty Trust, Inc.	$	96,745		$	94,520
If-Converted Method (adjustments for interest) (in thousands):
4.250% Notes due 2018	778			778
3.625% Notes due 2020	363			363
Operating FFO attributable to Forest City Realty Trust, Inc. (If-Converted)	$	97,886		$	95,661
Weighted average shares outstanding—Basic	265,440,763			258,797,277
Effect of stock options, restricted stock and performance shares	1,380,471			1,320,911
Effect of convertible debt	5,213,392			5,031,753
Effect of convertible 2006 Class A Common Units	1,111,044			1,910,625
Weighted average shares outstanding - Diluted	273,145,670			267,060,566
Operating FFO per share - Diluted	$	0.36		$	0.36

34

Operations

Office

Comparable leased occupancy for Office is 95.0% and 93.7% as of March 31, 2018 and 2017, respectively. Leased occupancy percentage is calculated by dividing the sum of the total tenant occupied space under the lease and vacant space under lease by total gross leasable area (“GLA”) and represents leased occupancy at the end of the quarter. Office occupancy data includes leases with original terms of one year or less. Comparable leased occupancy relates to stabilized properties opened and operated in both the three months ended March 31, 2018 and 2017.

We monitor office leases expiring in the short to mid-term. Management’s plan to obtain lease renewals for expiring office leases includes signing of lease extensions, if available, and active marketing for available or soon to be available space to new or existing tenants in the normal course of business.

Office Buildings

The following table represents those new leases and GLA signed on the same space in which there was a former tenant and existing tenant renewals along with all other new leases signed within the rolling 12-month period.

	Same-Space Leases								Other New Leases
Quarter	Number of Leases Signed	GLA Signed	Contractual Rent Per SF (1)		Expired  Rent Per SF (1)		Cash Basis  % Change over Prior Rent		Number of Leases Signed	GLA Signed	Contractual Rent Per SF (1)		Total GLA Signed
Q2 2017	20	290,759	$	64.60	$	57.69	12.0	%	5	27,326	$	42.07	318,085
Q3 2017	7	53,516	$	35.23	$	31.42	12.1	%	2	6,209	$	18.34	59,725
Q4 2017	14	340,532	$	46.92	$	39.39	19.1	%	3	1,186	$	57.26	341,718
Q1 2018	13	183,331	$	73.09	$	63.36	15.4	%	3	7,172	$	31.61	190,503
Total	54	868,138	$	57.65	$	49.93	15.5	%	13	41,893	$	37.19	910,031

(1) 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.

35

Apartments

Comparable economic occupancy was 94.0% and 93.6% for the three months ended March 31, 2018 and 2017, respectively. Economic apartment occupancy is calculated by dividing gross potential rent (“GPR”) less vacancy by GPR. GPR is calculated based on actual rents per lease agreements for occupied apartment units and at market rents for vacant apartment units. Market rental rates are determined using a variety of factors which include availability of specific apartment unit types (one bedroom, two bedroom, etc.), seasonality factors and rents offered by competitive properties for similar apartment types in the same geographic market. Comparable economic occupancy relates to stabilized properties opened and operated in both the three months ended March 31, 2018 and 2017.

The following tables present leasing information of our apartment communities. Prior period amounts may differ from data as reported in previous quarters since the properties that qualify as comparable change from period to period.

Quarterly Comparison

		Monthly Average Apartment Rental Rates (2)						Economic Apartment Occupancy
Comparable Apartment	Leasable Units	Three Months Ended March 31,						Three Months Ended March 31,
Communities (1)	at Company % (3)	2018		2017		% Change		2018		2017		% Change
Core Markets	8,857	$	2,020	$	1,996	1.2	%	94.6	%	94.4	%	0.2	%
Non-Core Markets	7,954	$	1,015	$	994	2.1	%	92.8	%	91.7	%	1.1	%
Total Comparable Apartments	16,811	$	1,544	$	1,521	1.5	%	94.0	%	93.6	%	0.4	%

Sequential Comparison

		Monthly Average Apartment Rental Rates (2)						Economic Apartment Occupancy
		Three Months Ended						Three Months Ended
Comparable Apartment	Leasable Units	March 31,		December 31,				March 31,		December 31,
Communities (1)	at Company % (3)	2018		2017		% Change		2018		2017		% Change
Core Markets	8,857	$	2,020	$	2,023	(0.1	)%	94.6	%	93.6	%	1.0	%
Non-Core Markets	7,954	$	1,015	$	1,017	(0.2	)%	92.8	%	91.6	%	1.2	%
Total Comparable Apartments	16,811	$	1,544	$	1,547	(0.2	)%	94.0	%	93.0	%	1.0	%

(1) Includes stabilized apartment communities completely opened and operated in the periods presented. These apartment communities include units leased at affordable apartment rates which provide a discount from average market rental rates. For the three months ended March 31, 2018, 14.7% of leasable units in core markets and 4.9% of leasable units in non-core markets were affordable housing units. Excludes limited-distribution federally assisted housing units.

(2) Represents gross potential rent less concessions.

(3) Leasable units represent our share of comparable leasable units at the apartment community.

36

Segment Operating Results

The following tables present revenues, operating expenses and equity in earnings by segment for the three months ended March 31, 2018 compared with the three months ended March 31, 2017. Other results of operations are discussed on a consolidated basis. All amounts in the following tables are presented in thousands.

	Office			Apartments			Retail			Total Operations			Development		Total
Revenues for the three months ended March 31, 2017	$	113,539		$	72,098		$	14,750		$	200,387		$	15,619	$	216,006
Increase (decrease) due to:
Comparable portfolio	1,200			2,622			(14		)	3,808			—		3,808
Non-comparable properties (1)	(1,164		)	7,304			201			6,341			1,625		7,966
Change in consolidation method due to change in control	—			(4,952		)	—			(4,952		)	—		(4,952		)
Recently disposed properties	(2,365		)	(2,466		)	(6,748		)	(11,579		)	—		(11,579		)
Land sales	—			—			—			—			185		185
Other	262			(336		)	(1,809		)	(1,883		)	369		(1,514		)
Revenues for the three months ended March 31, 2018	$	111,472		$	74,270		$	6,380		$	192,122		$	17,798	$	209,920

	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Operating expenses for the three months ended March 31, 2017	$	42,776		$	33,904		$	10,754		$	87,434		$	18,448		$	20,108		$	125,990
Increase (decrease) due to:
Comparable portfolio	1,330			2,238			20			3,588			—			—			3,588
Non-comparable properties (1)	68			2,782			13			2,863			(1,434		)	—			1,429
Change in consolidation method due to change in control	—			(1,399		)	—			(1,399		)	—			—			(1,399		)
Recently disposed properties	(1,939		)	(1,546		)	(3,200		)	(6,685		)	—			—			(6,685		)
Land cost of sales	—			—			—			—			985			—			985
Organizational transformation and termination benefits	—			—			—			—			—			11,425			11,425
Development, management, corporate and other	1,555			(15		)	(3,963		)	(2,423		)	(2,364		)	(3,400		)	(8,187		)
Operating expenses for the three months ended March 31, 2018	$	43,790		$	35,964		$	3,624		$	83,378		$	15,635		$	28,133		$	127,146

	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Equity in earnings (loss) for the three months ended March 31, 2017	$	3,563		$	10,263		$	22,244		$	36,070		$	(2,377	)	$	(24,415	)	$	9,278
Increase (decrease) due to:
Comparable portfolio	(80		)	(1,257		)	(643		)	(1,980		)	—			—			(1,980		)
Non-comparable properties (1)	—			121			—			121			(917		)	—			(796		)
Recently disposed equity method properties	(129		)	(1,966		)	(3,873		)	(5,968		)	14			—			(5,954		)
Change in consolidation method due to change in control	—			1,045			—			1,045			—			—			1,045
Land	—			—			—			—			(22		)	—			(22		)
Subsidized senior housing	—			(114		)	—			(114		)	—			—			(114		)
Other	—			73			(624		)	(551		)	(6,671		)	2,784			(4,438		)
Equity in earnings (loss) for the three months ended March 31, 2018	$	3,354		$	8,165		$	17,104		$	28,623		$	(9,973	)	$	(21,631	)	$	(2,981	)

37

(1) The following table presents the increases (decreases) in revenues, operating expenses and equity in earnings (loss) for properties in lease-up or recently stabilized but not comparable and other consolidated non-comparable properties:

		Three Months Ended March 31, 2018 vs. 2017
Property	Quarter Opened	Revenues			Operating Expenses			Equity in Earnings (Loss)
Operations
Office:
Property recently stabilized:
1812 Ashland Ave	Q2-16	$	1,104		$	395		$	—
Non-comparable property:
26 Landsdowne Street (i)		(2,268		)	(327		)	—
Total Office		$	(1,164	)	$	68		$	—
Apartments:
Properties recently stabilized:
Blossom Plaza	Q2-16	$	1,546		$	810		$	—
Kapolei Lofts	Q3-15/Q3-16	3,324			1,040			—
The Bixby	Q3-16/Q2-17	—			—			121
The Yards - Arris	Q1-16	2,434			932			—
Total Apartments		$	7,304		$	2,782		$	121
Retail:
Property recently stabilized:
The Yards - District Winery	Q3-17	$	201		$	13		$	—
Total Retail		$	201		$	13		$	—
Development
Properties in lease-up:
535 Carlton	Q1-17/Q2-17	$	—		$	—		$	85
461 Dean Street (ii)	Q3-16/Q1-17	1,876			(1,399		)	—
38 Sixth Ave	Q3-17/Q4-17	—			—			(627		)
Axis	Q3-17/Q2-18	248			551			—
Eliot on 4th	Q1-17/Q3-17	1,765			674			—
Mint Town Center	Q4-17/Q2-18	138			389			—
NorthxNorthwest	Q4-16/Q1-17	931			209			—
The Bridge at Cornell Tech	Q2-17	2,566			610			—
VYV	Q3-17	—			—			(984		)
Non-comparable property:
Ballston Quarter		—			—			462
Transfers from development (2017) to operations (2018):
1812 Ashland Ave	Q2-16	(1,132		)	(382		)	—
Blossom Plaza	Q2-16	(953		)	(753		)	—
Kapolei Lofts	Q3-15/Q3-16	(1,926		)	(682		)	—
The Bixby	Q3-16/Q2-17	—			—			147
The Yards - Arris	Q1-16	(1,888		)	(650		)	—
The Yards - District Winery	Q3-17	—			(1		)	—
Total Development		$	1,625		$	(1,434	)	$	(917	)

(i) 26 Landsdowne Street, an office building in Cambridge, Massachusetts, is classified as a non-comparable property due to its planned redevelopment, which began in Q3 2017.

(ii) 461 Dean Street, an apartment community in Brooklyn New York, was sold in Q1-2018.

38

Office

The decreases in revenues and operating expenses related to recent disposals are primarily due to the sale of Illinois Science & Technology Park, office buildings in Skokie, Illinois (Q1-2017), and Post Office Plaza, an office building in Cleveland, Ohio (Q3-2017).

Apartments

The decreases in revenues and operating expenses along with the increase in equity in earnings related to the change in consolidation method are due to the change from full consolidation to equity method accounting upon the deconsolidation of Bayside Village, an apartment community in San Francisco, California (Q1-2018). The decreases in revenues and operating expenses along with the decrease in equity in earnings related to recent disposals are primarily due to the sale of 500 Sterling Place, an apartment community in Brooklyn, New York (Q3-2017), and our FAH apartment communities and related service and management companies during 2017 and 2018.

Retail

The decreases in revenues and operating expenses related to recent disposals are primarily due to the deed in lieu transaction on Boulevard Mall, a regional mall in Amherst, New York (Q4-2017), and the sale of The Shops at Northfield Stapleton (Q4-2017), a regional mall in Denver, Colorado. The decrease in equity in earnings related to recent disposals are primarily due to the various assets sold under the signed definitive agreements with QIC and Madison International to dispose of 10 regional malls and 11 specialty retail assets, respectively.

Development

The decrease in equity in earnings for other is primarily related to the $6,218,000 write-off of abandoned development projects of unconsolidated entities in the first quarter of 2018.

Corporate

The decrease in operating expenses is primarily due to the recognition of the remaining deferred gain related to the Terminal Tower sale (our previous Corporate headquarters). At the time of the Terminal Tower sale, we maintained continuing involvement through a lease and were required to defer a portion of the gain on sale. The deferred gain was being amortized over the 36 month lease term (with extensions). Upon vacating the premises early, the remaining deferred gain was recorded as contra rent expense in accordance with GAAP. The equity in earnings (loss) reported in the Corporate segment relates solely to interest expense on our equity method investments, as all interest expense is reported in the Corporate segment.

The increase in organizational transformation and termination benefits is a result of the transactional nature of these project costs. The following table summarizes the components of organizational transformation and termination benefits:

	Three Months Ended March 31,
	2018		2017
	(in thousands)
Termination benefits	$	4,647	$	4,152
Strategic alternative costs	11,303		—
Shareholder activism costs	—		373
Total	$	15,950	$	4,525

For the periods presented, we experienced workplace reductions and recorded the associated termination benefits expenses (outplacement and severance payments based on years of service and other defined criteria) for each occurrence. We record a severance liability during the period in which costs are estimable and notification has been communicated to affected employees.

Strategic alternative costs consist primarily of professional fees (legal and investment banking advisors) incurred related to the Board of Directors’ process to consider a broad range of alternatives to enhance stockholder value, including, but not limited to, an accelerated and enhanced operating plan, structural alternatives for our assets, and potential merger, acquisition or sale transactions.

Shareholder activism costs are comprised of advisory, legal and other professional fees associated with activism matters.

39

Depreciation and Amortization

Depreciation and amortization expense was $55,285,000 and $63,555,000 for the three months ended March 31, 2018 and 2017, respectively. The decrease is primarily attributable to accelerated depreciation in 2017 at Ballston Common Office Center, an office building in Arlington, Virginia, and 26 LandsdowneStreet, an office building in Cambridge, Massachusetts, both of which are undergoing redevelopment, the 2017 deed-in-lieu transaction at Boulevard Mall in Amherst, New York, and the 2018 change from full consolidation to the equity method of accounting for Bayside Village, an apartment community in San Francisco, California. These decreases were partially offset by new property openings in 2017 and 2018.

Interest and Other Income

Interest and other income was $10,761,000 and $10,272,000 for the three months ended March 31, 2018 and 2017, respectively. The net increase for the three months ended March 31, 2018 compared with the three months ended March 31, 2017 is primarily related to increased income recognition on the allocation of state and federal historic preservation, low income and new market tax credits.

Gain on Change in Control of Interests

See Note N – Gain on Change in Control of Interestsin the Notes to Consolidated Financial Statements in Item 1 of this Form 10‑Q for detailed information.

Interest Expense

The following table presents interest expense for the three months ended March 31, 2018 compared with the three months ended March 31, 2017. All amounts are presented in thousands.

Interest expense for the three months ended March 31, 2017	$	27,975
Increase (decrease) due to:
Comparable operating portfolio	(1,346		)
Non-comparable operating portfolio	2,680
Change in consolidation method due to change in control	(299		)
Recently disposed properties	(1,954		)
Capitalized interest	(182		)
Mark-to-market adjustments on non-designated swaps	(620		)
Corporate recourse debt	463
Other	250
Interest expense for the three months ended March 31, 2018	$	26,967

The decrease in interest expense for the comparable portfolio is primarily due to the paydown of the $61,000,000 nonrecourse mortgage note for Eleven MetroTech Center, an office building in Brooklyn, New York(Q4-2017). The decrease in interest expense related to the change in consolidation method is due to the change from full consolidation to equity method accounting at Bayside Village, an apartment community in San Francisco, California (Q1-2018). The decrease in interest expense related to recently disposed properties is primarily due to the deed in lieu transaction at Boulevard Mall, a regional mall in Amherst, New York (Q4-2017), and the sales of Post Office Plaza, an office building in Cleveland, Ohio (Q3-2017), and 500 Sterling Place, an apartment community in Brooklyn, New York (Q3-2017).

Amortization of Mortgage Procurement Costs

Amortization of mortgage procurement costs was $1,306,000 and $1,222,000 for the three months ended March 31, 2018 and 2017, respectively.

Loss on Extinguishment of Debt

See Note O – Loss on Extinguishment of Debt in the Notes to Consolidated Financial Statements in Item 1 of this Form 10‑Q for detailed information.

Net Gain on Disposition of Interest in Unconsolidated Entities

See Note P – Net Gain on Disposition of Interest in Unconsolidated Entities in the Notes to Consolidated Financial Statements in Item 1 of this Form 10‑Q for detailed information.

Net Gain on Disposition of Full or Partial Interest in Rental Properties, Net of Tax

See Note R – Net Gain (Loss) on Disposition of Full or Partial Interest in Rental Properties, Net of Tax in the Notes to Consolidated Financial Statements in Item 1 of this Form 10‑Q for detailed information.

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Subsequent Event

See Note U – Subsequent Event in the Notes to Consolidated Financial Statements in Item 1 of this Form 10‑Q for detailed information.

Net Earnings Attributable to Forest City Realty Trust, Inc.

Net earnings attributable to Forest City Realty Trust, Inc. for the three months ended March 31, 2018 was $199,747,000 versus $40,917,000 of three months ended March 31, 2017. The variance to the prior year period is primarily attributable to the following fluctuations, which are pre-tax, include unconsolidated investment activity and are net of noncontrolling interests:

Asset Dispositions - $36,065,000

• $45,199,000 related to increased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2018 compared to 2017;

• $(14,812,000) related to a combined fluctuation in revenues and operating expenses at properties in which we disposed of our full or partial interest during 2018 and 2017;

• $6,625,000 related to an increased net gain on disposition of development project in 2018 compared to 2017; and

• $(947,000) related to decreased land sales in 2018 compared to 2017, primarily at our Stapleton project.

Financing Transactions - $6,728,000

• $3,895,000 primarily related to a decrease in interest expense on nonrecourse mortgage debt due to property sales in 2017 and 2018, and our ongoing deleveraging strategy;

• $2,197,000 related to decreased losses on extinguishment of debt; and

• $636,000 related to the change in fair market value of certain derivatives not qualifying for hedge accounting between the comparable periods, which was marked to market through interest expense.

Operations - $(1,860,000)

• $(11,425,000) related to increased organizational transformation and termination benefits in 2018 compared to 2017;

• $5,079,000 related to decreased corporate general and administrative expenses primarily due to the recognition of the remaining deferred gain related to the Terminal Tower sale (our previous Corporate headquarters) upon our early vacating of the premises, and other management and service company activity; and

• $4,486,000 related to a combined fluctuation in revenues and operating expenses for operations and development properties in lease-up or recently stabilized but not comparable and other non-comparable properties at March 31, 2018.

Non-Cash Transactions - $120,474,000

• $117,711,000 related to the 2018 gain on change of control in interest related to the deconsolidation of Bayside Village;

• $8,630,000 related to a decrease in depreciation and amortization expense in 2018 compared with 2017 primarily due to accelerated depreciation in 2017 at two properties undergoing redevelopment, the 2017 deed-in-lieu transaction at Boulevard Mall, and the disposition of our full or partial interest in properties in 2018 and 2017, partially offset by recently opened properties; and

• $(5,867,000) related to increased write-offs of abandoned development projects and demolition costs included in equity in earnings in 2018 compared to 2017.

Income Taxes

• $(1,773,000) due to increased income tax expense.

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Phased Openings and Projects Under Construction

March 31, 2018

In addition to the growth in our operating portfolio through improved NOI at our existing properties, we have used development as a primary source of growth in our real estate operations. The following tables summarize phased openings and projects under construction as of March 31, 2018.

		Anticipated
		Opening	Legal		Consolidated (C)	Cost at		Cost Incurred to Date (b)				No. of		Lease %
	Location	Date	Ownership %		Unconsolidated (U)	Completion (a)		Consolidated		Unconsolidated		Units	GLA	(c)
						(in millions)
2017/2018 Phased Openings
Apartments
Arizona State Retirement System Joint Venture:
Axis	Los Angeles, CA	Q3-17/Q2-18	30	%	C	$	140.4	$	144.0	$	0.0	391	15,000	51	%
Mint Town Center	Denver, CO	Q4-17/Q2-18	88	%	C	94.0		87.6		0.0		399	7,000	28	%
						$	234.4	$	231.6	$	0.0	790	22,000
Projects Under Construction
Apartments:
Arizona State Retirement System Joint Venture:
Ardan	Dallas, TX	Q2-18	30	%	C	$	122.0	$	107.9	$	0.0	389	4,250
Ballston Quarter Residential	Arlington, VA	Q3-18/Q1-19	51	%	U	181.9		0.0		98.0		406	53,000
Aster Conservatory Green North (d)	Denver, CO	Q1-19	0	%	C	59.9		8.1		0.0		256	—
The Yards - The Guild (d)	Washington, D.C.	Q1-19	0	%	C	94.5		52.5		0.0		191	6,000
Capper 769	Washington, D.C.	Q1-19	25	%	U	71.8		0.0		30.9		179	—
The Yards - L2 (d)	Washington, D.C.	Q1-20	0	%	C	134.5		$	29.8	$	0.0	264	14,000
						$	664.6	$	198.3	$	128.9	1,685	77,250
Retail:
Ballston Quarter Redevelopment	Arlington, VA	Q3-18	51	%	U	86.7		0.0		77.3		—	307,000	57	%
Total Projects Under Construction						$	751.3	$	198.3	$	206.2

(a) Represents estimated project costs to achieve stabilization. Amounts exclude capitalized interest not allocated to the underlying joint venture.

(b) Represents total capitalized project costs incurred to date, including all capitalized interest related to the development project.

(c) Lease commitments as of April 26, 2018.

(d) Represents an apartment community under construction in which the Company has a 0% legal ownership interest. However, the Company is the project developer, on a fee basis. In addition, the Company has issued a project completion guarantee to the first mortgagee and is funding a portion of the construction costs through a mezzanine loan to the owner. As a result, the Company determined it was the primary beneficiary of this variable interest entity and has consolidated the project. The Company has an exclusive option to purchase the constructed asset for an amount approximating cost at completion.

42

FINANCIAL CONDITION AND LIQUIDITY

Market Conditions

Apartment performance has begun to moderate due to increased supply throughout many areas in the United States, especially in some gateway cities. The increased supply has put pressure on near-term occupancy levels and rental growth. Office and retail performance, to varying degrees, is dependent on product type and geographic market. Access to bank credit and capital remains open with banks and permanent lenders originating new loans for real estate projects. Lenders continue favoring high quality operating assets in strong markets. While banks continue to originate construction loans for multifamily projects, construction loans for office or retail projects remain difficult to obtain, unless the project has substantial pre-leasing in place or higher than historical equity commitments from the developer.

Source of Funds

Our principal sources of funds are cash provided by operations including land sales, our revolving credit facility, our term loan facility, nonrecourse mortgage debt and notes payable, dispositions of operating properties or development projects through sales or equity joint ventures, proceeds from the issuance of senior notes, common or preferred equity and other financing arrangements. We have consistently disposed of assets in an effort to recycle capital and reposition our portfolio. Over the last five years, we have generated cash proceeds from dispositions of full or partial interests in rental properties, development projects and other investments averaging well in excess of $400,000,000 per year. Given the diversity of our portfolio by market and product type, we believe the market for property dispositions will continue to be available. We believe the current market conditions will allow us to continue our historical strategy to recycle capital and reposition the portfolio through asset sales or equity joint ventures.

Our strategic plan drives our capital strategy and business focus on core products located in core markets. In order to achieve our strategic goals, we believe we can maximize cash provided by operations by concentrating our portfolio in the markets we believe are best positioned for long term growth. Additionally, we evaluate each individual asset in our operating and development portfolio to identify those having the best opportunity to provide capital through full or partial sale in conjunction with our strategy of focusing on core products located in core markets. This process may result in reductions to estimated holding periods and the total estimated undiscounted cash flows used for impairment calculations on our individual consolidated real estate assets. In some cases, this may result in estimated undiscounted cash flows being less than the carrying value of the consolidated asset and necessitating an impairment charge to write down the asset to its estimated fair value.

In addition, our capital strategy includes evaluating potential equity joint ventures to provide capital through the sales of partial interests of operating properties or to reduce our equity requirements and development risk on development opportunities. Entering into joint ventures could result in us granting joint control or losing control of the asset and, accordingly, the asset would no longer be consolidated. Upon deconsolidation, our investment balance in the joint venture would be compared to estimated fair value and recorded at the lesser of fair value or book value. Additionally, evaluation for other than temporary impairment on a quarterly basis would be required. This could result in future impairments, some of which could be significant, that would not otherwise be required if the real estate asset remained consolidated.

Retail Portfolio Dispostion

In August 2016, we announced that our Board of Directors authorized a process to review strategic alternatives for a portion of our retail portfolio. During 2017, we signed definitive agreements with both QIC and Madison International for the disposition of 10 of our regional mall assets and 12 of our specialty retail assets, respectively. Due to an anticipated deed-in-lieu transaction, Shops at Northern Boulevard in Queens, New York, was removed from the specialty retail asset agreement with Madison during the three months ended March 31, 2018, resulting in the anticipated disposition to Madison International of 11 specialty retail assets as of March 31, 2018.

43

The following table summarizes completed sales of regional mall assets to QIC:

Quarter	Property	Cash Proceeds		Note Receivable		Nonrecourse Mortgage Debt Assumed by Buyer
2018		(in thousands)
Q1	Antelope Valley Mall	$	6,943	$	28,310	$	42,682
Q1	Mall at Robinson	9,656		23,619		35,320
Q1	Shops at Wiregrass	28,271		—		41,006
Q1	Victoria Gardens - Bass Pro Shops	29,333		—		14,706
	Total Q1	$	74,203	$	51,929	$	133,714
Q2	Westchester’s Ridge Hill	10,468		61,136		155,040
	Total 2018	$	84,671	$	113,065	$	288,754
2017
Q4	Shops at Northfield Stapleton	$	50,019	$	36,935	$	—
Q4	South Bay Galleria	58,530		—		45,670
	Total 2017	$	108,549	$	36,935	$	45,670
Total regional mall sales to QIC		$	193,220	$	150,000	$	334,424

The remaining four regional mall assets are expected to close in a tax deferred manner as we secure replacement assets.

For the Madison International transaction, we closed on the conversion of substantially all of our common ownership interest to preferred ownership interest in 10 of the 11 specialty retail assets in December 2017. We closed on the conversion of our common interest in the remaining asset, Queens Place, in April 2018. Final closings on each of the individual specialty retail centers are expected to occur in 2018 as we secure replacement assets into which to redeploy our preferred interest.

We expect to redeploy the equity from the Madison specialty retail assets and the four remaining regional malls into apartment and office assets that align with our focus on core markets and urban, mixed-use place-making projects. Strong consideration will be given to buying out our partner’s share of core assets as a method of equity redeployment as we know the underlying asset and the reduction of joint venture partners will help simplify the business.

On April 25, 2018, our jointly owned specialty retail joint venture with Madison International, acquired a 50% ownership interest in three life science office buildings (“acquired assets”) located in Cambridge, Massachusetts, for a purchase price of approximately $302,000,000. Prior to this acquisition, we owned the remaining 50% ownership interest in the acquired assets and accounted for this investment on the equity method of accounting. Subsequent to the acquisition, we continue to own the remaining 50% ownership interests in the acquired assets and continue to account for this investment on the equity method of accounting as the Madison International joint venture retains the same rights as the previous partner was entitled to. The acquisition was funded primarily through a capital contribution into the joint venture from Madison International. We expect to exchange our preferred ownership interests in certain of the specialty retail assets owned by the joint venture for the acquired assets in a non-cash transaction during the three months ended September 30, 2018. Following this anticipated exchange, we will own 100% of the acquired assets and expect to fully consolidate the properties. In accordance with accounting guidance, we will remeasure our equity interests, at fair value (based upon the income approach using current rents and market cap rates and discount rates), and expect to record a gain on change in control during the three months ended September 30, 2018.

Based on the executed transaction agreements, the economics of the potential retail transactions reflect an average cap rate of approximately five percent on 2016 net operating income of approximately $103,000,000 and total debt of approximately $902,000,000. The QIC regional mall definitive agreement includes seller financing of $150,000,000, which matures in 2019. The NOI and total debt discussed above excludes the 42nd Street specialty retail asset, which is expected to close after resolution of a ground rent issue with the City of New York, and the Shops at Northern Boulevard specialty retail asset in anticipation of a deed-in-lieu transaction with the lender. However, there can be no assurance that the remaining transactions will be consummated on the terms described above, or at all. In addition, there can be no assurance that the remaining transactions, if consummated, could be executed in a tax deferred manner.

If we successfully execute on the retail redeployment strategy, we would expect to generate larger than average proceeds from dispositions and more acquisition activity, as discussed above, in the next 36 months than historical results.

In connection with our sale of Short Pump Town Center, a regional mall in Richmond Virginia, to QIC, we have an agreement with a third partner, which currently owns 33% of the regional mall. In accordance with this agreement, the partner may put its entire ownership interest to us, requiring us to purchase its 33% ownership interest based upon pricing agreed to in connection with the QIC definitive sales agreement. The partner must exercise this put right prior to August 31, 2018, requiring us to close on the purchase by December 31, 2018.

44

Use of Funds

Our principal uses of funds include the financing of our real estate operating and development projects, capital expenditures for our existing operating portfolio, principal and interest payments on our nonrecourse mortgage debt and notes payable, revolving credit facility, term loan facility and senior notes, our ongoing quarterly payments of common stock dividends, repurchases of common stock and selective operating asset acquisitions, including joint venture partner acquisitions. As noted in the retail portfolio discussion, if we can execute on tax-deferred sales of our retail assets, we would expect to have an increased number of asset acquisitions compared to our historical activity. We expect our $73,208,000 of Convertible Senior Notes due 2018 will convert to Class A common stock upon maturity in August 2018 and will not require cash to extinguish this upcoming debt maturity. However, we cannot assure any or all of these Convertible Senior Notes due 2018 will ultimately convert to Class A common stock. If they do not convert, we will have to pay with cash on hand or borrow on our revolving credit facility, if required.

Our capital strategy seeks to isolate the operating and financial risk at the property level to reduce risk on and of our equity capital. We typically do not cross-collateralize our mortgage debt and notes payable outside of a single identifiable project. As such, a majority of our operating and development properties are separately encumbered with nonrecourse mortgage debt or notes payable, which provides protection by allowing the lender to look only to the single asset securing the lender in the event of a default.

As discussed above, a majority of our assets are separately encumbered. Since 2011, our capital strategy has focused on reducing our overall leverage. Our unencumbered asset pool generated NOI of $31,306,000 during the three months ended March 31, 2018. We believe this change in financing strategy is consistent with our deleveraging efforts and provides us greater financial flexibility. We intend to continue to add unencumbered assets to this pool during 2018 and beyond, as we continue to make progress on our deleveraging goals.

Cash generated by operating activities, together with refinancing and property sale proceeds, has historically provided us with the necessary liquidity to take advantage of investment opportunities. The economic downturn and its impact on the lending and capital markets reduced our ability to finance development and acquisition opportunities and modified the required rates of return to make new investment opportunities appealing. As a result of these market changes, we have established self-imposed limitations on entering into new development activities.

We continue to make progress on certain pre-development projects, primarily multifamily projects located in core markets. The cash required to fund our equity in projects under construction and development plus cash necessary to extend or pay down our near-term debt maturities is anticipated to exceed our cash from operations. As a result, we intend to extend maturing debt or repay it with net proceeds from property sales, equity joint ventures, borrowings on our revolving credit facility, term loan facility or future debt or equity financing.

The Nets and Barclays Center - Notes Receivable

At March 31, 2018, we have notes receivable from the purchaser of our equity interest in the Nets and Barclays Center of $125,100,000 and $92,600,000, respectively. The Nets note receivable had an interest rate of 4.50% per annum payable at maturity and a maturity date in 2021. In April 2018, the owners of the Brooklyn Nets closed on a partial sale the Nets. In accordance with the Promissory Note governing the Company’s Nets note receivable, the note receivable, including unpaid accrued interest, was repaid in full on April 11, 2018. The Barclays Center note receivable remains outstanding and bears interest at 4.50% per annum payable semi-annually and matures in 2019.

Pacific Park Brooklyn

On June 30, 2014, we entered into a joint venture with Greenland Atlantic Yards, LLC, a subsidiary of Shanghai-based Greenland Holding Group Company Limited (“Greenland”), to develop Pacific Park Brooklyn, a 22 acre mixed-use project in Brooklyn, New York. Under the joint venture, Greenland acquired 70% of the project and will co-develop the project with us, along with sharing in the entire project costs going forward in proportion to ownership interests. During 2014, we received $208,275,000 of cash, net of transaction costs, related to the transaction. The joint venture will execute on the remaining development rights, including the infrastructure and vertical construction of the apartment units, but excludes Barclays Center and 461 Dean Street apartment community. Consistent with the approved master plan, the joint venture will develop the remaining portion of Phase I and all of Phase II of the project, including the permanent rail yard. The remaining portion of Phase I that will be developed by the joint venture is comprised of seven buildings totaling approximately 3.1 million square feet. Phase II consists of seven buildings totaling approximately 3.3 million square feet.

On June 27, 2014, the City of New York and State of New York entities revised certain project requirements of Pacific Park Brooklyn with the goal of accelerating the construction of affordable housing. Among the requirements, affordable units are required to constitute 35% of all units for which construction has commenced until 1,050 affordable units have been started, after which the percentage drops to 25%. Failure to meet this requirement will prevent the joint venture from seeking new building permits, as well as give the State the right to seek injunctive relief. Also, temporary certificates of occupancy (“TCOs”) for a total of 2,250 affordable housing units are required to be issued by May 31, 2025 or a $2,000 per unit per month penalty will be imposed for those affordable units which have not received TCOs by such date, until issued. As of March 31, 2018, 782 affordable units have been completed.

45

In order to construct the seven buildings in Phase II, substantial additional costs for rail yard and infrastructure improvements, including a platform over the new permanent rail yard, will be required. Our agreement with the Metropolitan Transit Authority (“MTA”) requires collateral to be posted and for the construction of the permanent rail yard to be substantially complete by December 2017, subject to force majeure, for which we have sent notice to the MTA and requested a 16-month delay due to unforeseen site conditions. We had previously posted $86,000,000 of collateral with the MTA, which was returned upon the closing of the joint venture on June 30, 2014. At closing, the joint venture has provided the $86,000,000 collateral to the MTA, of which our portion was 30%, or approximately $26,000,000. The joint venture is accounted for on the equity method of accounting, resulting in the deconsolidation of the Pacific Park Brooklyn development project. The closing of this joint venture allows us to accelerate the delivery of needed affordable housing while significantly reducing our future equity requirements for the full build-out of this project, thereby reducing our development risk and improving our future liquidity.

The joint venture broke ground on the first affordable apartment community, 535 Carlton, in December, 2014. In mid-2015, the joint venture commenced construction on two more buildings, 38 Sixth Avenue, an affordable apartment building, and 550 Vanderbilt, a condominium building. From the formation of the joint venture in June 2014 through the quarter ended June 30, 2016, the Company reviewed the estimates and assumptions in the discounted cash flow model and updated them as necessary.

During the three months ended September 30, 2016, it became evident the occupancy and rental rate declines in the Brooklyn market were not temporary as a result of an increased supply of new rental product amplified by the sun-setting and the uncertainty around the 421 A real estate tax abatement program. Also, the condominium market in New York had softened, causing the projected sale schedule for 550 Vanderbilt to be adjusted accordingly. Separately, the construction costs across the New York market continued to trend upward, resulting in increases in the estimated trade costs for certain infrastructure as well as vertical construction. As a result, during the three months ended September 30, 2016, as part of our formal strategic plan update, a decision was made to revise the overall project schedule for Pacific Park Brooklyn. Accordingly, we updated the discounted cash flow model to reflect the updated timing of the project schedule as well as the revenue, expense and cost assumptions. Based on the above, the estimated fair value of the investment no longer exceeded the carrying value, requiring the recording of a $299,300,000 impairment charge to adjust the carrying value to its estimated fair value during the year ended December 31, 2016.

In January 2018, we reached an agreement with Greenland USA on the restructuring of the Pacific Park Brooklyn joint venture. The transaction, which is expected to close in mid-2018, will increase Greenland USA’s ownership interest in the joint venture from 70% to 95% on future construction costs, effective January 15, 2018, and reduce our ownership interest and future obligations to fund future construction costs from 30% to 5%.  Completed or partially completed projects of the joint venture, including 38 Sixth Ave, 550 Vanderbilt, 535 Carlton and the related parking garages, will remain owned by Greenland USA and us on a 70%/30% basis, respectively. There can be no assurance that the transaction will be consummated as agreed upon and described above, or at all.

461 Dean Street

461 Dean Street is an apartment building in Brooklyn, New York adjacent to the Barclays Center at the Pacific Park Brooklyn project. This modular construction project opened during the three months ended September 30, 2016. We had a fixed price contract (the “CM Contract”) with Skanska USA to construct the apartment building. In 2014, Skanska USA ceased construction and we terminated the CM Contract for cause. Each party has filed lawsuits relating primarily to the project’s delays and associated additional completion costs.

During the year ended December 31, 2017, we began the marketing process of 461 Dean Street. The initiation of the marketing process triggered management to update its undiscounted cash flow analysis including our probability weighted estimated holding period.  As a result, the estimate probability weighted undiscounted cash flows no longer exceeded the carrying value, requiring the recording of a $44,288,000 impairment charge to adjust the carrying value to our estimated fair value during the year ended December 31, 2017. We intend to continue trying to recoup our damages with the action above.

During the three months ended March 31, 2018, we completed the sale of 461 Dean Street. The disposition generated net cash proceeds of $147,193,000.

We continue to vigorously pursue legal action against Skanska USA for damages related to its default of the CM Contract. However, there is no assurance we will be successful in recovering these damages or defending against Skanska USA’s claims.

Nonrecourse Mortgage Financings

As of March 31, 2018, we had $381,036,000 of nonrecourse mortgage financings with scheduled maturities during the year ending December 31, 2018, of which $27,578,000 represents regularly scheduled amortization payments. Subsequent to March 31, 2018, we addressed $48,695,000 of these maturities through closed transactions. We are currently in negotiations to refinance and/or extend the remaining nonrecourse debt. We cannot give assurance as to the ultimate result of these negotiations. As with all nonrecourse mortgages, if we are unable to negotiate an extension or otherwise refinance the mortgage, we could go into default and the lender could commence foreclosure proceedings on the single collateralized asset, which would likely result in a loss of the asset or an impairment which could be significant.

46

During the year ended December 31, 2017, the $93,096,000 nonrecourse mortgage encumbering Charleston Town Center, an unconsolidated regional mall in Charleston, West Virginia, matured and was transferred to a Special Servicer. We are in the process of working with the Special Servicer to execute a deed-in-lieu transaction. We account for our 50% ownership interest in this investment using the equity method of accounting. At March 31, 2018, we have a negative investment basis of $14,737,000.

As of March 31, 2018, we had one nonrecourse mortgage greater than five percent of our total nonrecourse mortgage debt and notes payable, net. The mortgage encumbers Fifteen Metrotech Center, an office building in Brooklyn, New York, and has a balance of $153,540,000 net of unamortized mortgage procurement costs at March 31, 2018.

As of March 31, 2018, our share of nonrecourse mortgage debt and notes payable, net recorded on our unconsolidated subsidiaries amounted to $2,158,104,000, of which $321,635,000 ($10,224,000 represents scheduled principal payments) is scheduled to mature during the year ending December 31, 2018. Subsequent to March 31, 2018, we addressed $177,219,000 of these maturities through closed transactions, including asset dispositions. Negotiations are ongoing to address the remaining 2018 maturities, but we cannot give assurance that we will obtain these financings on favorable terms or at all.

2018 Liquidity Transactions

We have recently completed the following transactions, which increased liquidity, reduced debt resulting in lower future fixed charges for interest, and strengthened our balance sheet.

• Completed the sale of 461 Dean Street, an apartment community in Brooklyn, New York. The disposition generated net cash proceeds of $147,193,000;

• Completed the sale of Antelope Valley Mall, Mall at Robinson, Shops at Wiregrass and Victoria Gardens - Bass Pro Shops under our signed definitive agreement with Queensland Investment Company (“QIC”) to dispose of ten regional mall assets. The dispositions generated net cash proceeds of approximately $74,203,000 and a note receivable of $51,929,000, which matures in 2019;

• Reached an agreement with Greenland USA on the restructuring of the Pacific Park Brooklyn joint venture, a 22 acre mixed-use project in Brooklyn, New York. The transaction, which is expected to close in mid-2018, will increase Greenland USA’s ownership interest in the joint venture from 70% to 95% on future construction costs, effective January 15, 2018, and reduce our ownership interest and future obligations to fund future construction costs from 30% to 5%.  Completed or partially completed projects of the joint venture, including 38 Sixth Ave, 550 Vanderbilt, 535 Carlton and the related parking garages, will remain owned by Greenland USA and us on a 70%/30% basis, respectively (there can be no assurance that the transaction will be consummated as agreed upon and described above, or at all);

• Paid off the $18,970,000 nonrecourse mortgage which encumbered Edgeworth, a consolidated office building in Richmond, Virginia;

• Paid off the $17,641,000 nonrecourse mortgage which encumbered Aster Town Center North, a consolidated apartment community in Denver, Colorado; and

• Paid down $30,000,000 ($15,300,000 at our ownership) of the nonrecourse mortgage which encumbers Galleria at Sunset, an unconsolidated regional mall in Henderson, Nevada.

Subsequent to March 31, 2018, we completed the following transactions:

• Collected the $125,100,000 note receivable ($137,673,000 with accrued interest) from the January 2016 sale of our equity method investment in the Brooklyn Nets prior to its January 2021 maturity date;

• Completed the sale of Westchester’s Ridge Hill, a regional mall in Yonkers, New York, to QIC. The disposition generated net cash proceeds of approximately $10,468,000 and a note receivable of $61,136,000;

• Completed the sale of Brooklyn Commons, a consolidated specialty retail center in Brooklyn, New York. The sale generated net cash proceeds of approximately $33,750,000, which are expected to be redeployed in a Section 1031 exchange; and

• Paid off the nonrecourse mortgages totaling $48,695,000 which encumbered American Cigar Lofts, Consolidated-Carolina Lofts and Lucky Strike Lofts, consolidated apartment communities in Richmond, Virginia.

We continue to explore various options to strengthen our balance sheet and enhance our liquidity, but can give no assurance we can accomplish any of these other options on terms favorable to us or at all. If we cannot enhance our liquidity, it could adversely impact our growth and result in further curtailment of development activities.

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Dividends

We operate as a REIT. As such, we intend to distribute at least 100% of our taxable income within the REIT to avoid paying federal tax. Our REIT taxable income typically will not include income earned by our TRSs except to the extent the TRSs pay dividends to us.

The following table summarizes the quarterly cash dividends declared by the Board of Directors on our common stock (in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Cash Payment
2018
February 22, 2018	March 5, 2018	March 16, 2018	$	0.18	$	48,012
2017
November 29, 2017	December 20, 2017	December 29, 2017	$	0.14	$	37,344
August 22, 2017	September 5, 2017	September 18, 2017	0.14		37,343
May 17, 2017	June 9, 2017	June 23, 2017	0.09		23,482
March 1, 2017	March 13, 2017	March 27, 2017	0.09		23,441
		Total	$	0.46	$	121,610

The amount, timing and frequency of future distributions will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control, including, our financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income taxes that we otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, our ability to utilize net operating losses to offset, in whole or in part, our distribution requirements, limitations on our ability to fund distributions using cash generated through our TRSs and other factors that our Board of Directors may deem relevant.

Financial Covenants

Our revolving credit facility and term loan contain certain identical restrictive financial covenants. A summary of the key financial covenants as defined in the agreements, all of which we are compliant with at March 31, 2018, follows:

	Requirement	As of
Credit Facility Financial Covenants	Per Agreements	March 31, 2018
Maximum Total Leverage Ratio	≤65%	43.6	%
Maximum Secured Leverage Ratio	≤55%	41.3	%
Maximum Secured Recourse Leverage Ratio	≤15%	0.0	%
Maximum Unsecured Leverage Ratio	≤60%	3.1	%
Minimum Fixed Charge Coverage Ratio	≥1.50x	1.90	x
Minimum Unencumbered Interest Coverage Ratio	≥1.50x	5.87	x

Revolving Credit Facility

See Note D – Revolving Credit Facility in the Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for detailed information.

Term Loan, Net

See Note E – Term Loan, Net in the Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for detailed information.

Convertible Senior Debt, Net

See Note F – Convertible Senior Debt, Net in the Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for detailed information.

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Cash Flows

Operating Activities

Net cash provided by operating activities was $34,731,000 and $54,981,000 for the three months ended March 31, 2018 and 2017, respectively. The net decrease in cash provided by operating activities is the result of changes in operating assets and liabilities, including additional cash used to pay organizational transformation and termination benefits of approximately $13,000,000 between the comparable periods.

Investing Activities

Net cash provided by (used in) investing activities was $239,814,000 and $(82,957,000) for the three months ended March 31, 2018 and 2017, respectively, and consisted of the following:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Capital expenditures:
Construction and development costs:
The Yards - L2, an apartment community under construction in Washington, D.C.	(13,512		)	(619		)
Ardan, an apartment community under construction in Dallas, Texas	(12,196		)	(6,093		)
The Yards - The Guild, an apartment community under construction in Washington, D.C.	(8,188		)	(9,251		)
Axis, an apartment community under construction in Los Angeles, California	(6,151		)	(13,052		)
The Bridge at Cornell Tech, an office building in Roosevelt Island, New York	(5,195		)	(11,229		)
Mint Town Center, an apartment community under construction in Denver, Colorado	(3,905		)	(12,222		)
461 Dean Street, an apartment community in Brooklyn, New York	—			(7,828		)
Other	(8,412		)	(17,733		)
Total construction and development costs (1)	(57,559		)	(78,027		)
Operating properties:
Office Segment	(4,975		)	(7,087		)
Apartment Segment	(2,695		)	(3,920		)
Retail Segment	(34		)	(163		)
	(7,704		)	(11,170		)
Tenant improvements:
Office Segment	(1,234		)	(7,215		)
Retail Segment	(726		)	(252		)
	(1,960		)	(7,467		)
Corporate Segment	(86		)	(21		)
Total capital expenditures	$	(67,309	)	$	(96,685	)
Payment of lease procurement costs (2)	(3,441		)	(1,842		)
Increase in notes receivable	(12,251		)	(6,768		)
Proceeds from deconsolidation of a rental property	24,000			—
Proceeds from disposition of full or partial interest in rental properties or development project:
461 Dean Street	$	147,193		$	—
Sale of development opportunity	10,449			—
Federally Assisted Housing apartment communities	350			—
Illinois Science & Technology Park	—			16,494
Other	—			9,302
Total proceeds from disposition of full or partial interest in rental properties or development project	$	157,992		$	25,796
Change in investments in and advances to unconsolidated entities—(contributions to) or distributions from investment:
Dispositions:
Regional Malls - QIC	$	74,203		$	—
Federally Assisted Housing apartment communities	43			18,122
Shops at Bruckner Boulevard	—			3,399
Renewable energy facilities	—			3,372
Apartment projects:
Bayside Village, an apartment community in San Francisco, California, refinancing proceeds	80,896			—
Pacific Park Brooklyn joint venture	(1,687		)	(18,311		)
VYV, an apartment community under construction in Jersey City, New Jersey	(1,121		)	(1,611		)
Retail projects:
Regional retail mall joint venture, primarily reimbursements (funding) for rehabilitation and expansion projects	12,573			(3,986		)
Galleria at Sunset, a regional mall in Henderson, Nevada, to fund partial mortgage paydown	(14,350		)	—
Other	(9,734		)	(4,443		)
Total change in investments in and advances to unconsolidated entities	$	140,823		$	(3,458	)
Net cash (used in) provided by investing activities	$	239,814		$	(82,957	)

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(1) We capitalized internal costs related to projects under construction and development of $7,309 and $8,794, including compensation related costs of $5,866 and $7,833, for the three months ended March 31, 2018 and 2017, respectively. Total capitalized internal costs represent approximately 10.86% and 9.10% of total capital expenditures for the three months ended March 31, 2018 and 2017, respectively.

(2) We capitalized internal costs related to leasing activities of $185 and $245, including compensation related costs of $185 and $203, for the three months ended March 31, 2018 and 2017, respectively.

Financing Activities

Net cash provided by (used in) financing activities was $34,340,000 and $(7,165,000) for the three months ended March 31, 2018 and 2017, respectively. The Company is committed to continued deleveraging of the balance sheet and increasing our dividends to stockholders. The significant mortgage activity during the three months ended March 31, 2018 relates to the payoff of mortgages at Aster Town Center North and Edgworth Building, offset by increases in mortgages, primarily related to under construction projects. The significant mortgage activity during the three months ended March 31, 2017 related to the sale of Illinois Science & Technology Park and the related extinguishment of its $51,274,000 nonrecourse mortgage. However, this debt extinguishment occurred simultaneously at closing of the property disposition, and therefore is reflected as a non-cash cash flow transaction and not reflected in the Consolidated Statement of Cash Flows.

LEGAL PROCEEDINGS

We are involved in various claims and lawsuits incidental to our business, and management and legal counsel believe these claims and lawsuits will not have a material adverse effect on our consolidated financial statements.

NEW ACCOUNTING GUIDANCE

See the “New Accounting Guidance” section of Note A –Accounting Policiesin the Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for detailed information.

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INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS

This Form 10-Q, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1 A of our Form 10-K for the year ended December 31, 2017 and other factors that might cause differences, some of which could be material, include, but are not limited to, the uncertain impact, effects and results of our Board of Directors’ completed review of operating, strategic, financial and structural alternatives, our ability to carry out future transactions and strategic investments, as well as the acquisition related costs, unanticipated difficulties realizing benefits expected when entering into a transaction, our ability to qualify or to remain qualified as a REIT, our ability to satisfy REIT distribution requirements, the impact of issuing equity, debt or both, and selling assets to satisfy our future distributions required as a REIT or to fund capital expenditures, future growth and expansion initiatives, the impact of the amount and timing of any future distributions, the impact from complying with REIT qualification requirements limiting our flexibility or causing us to forego otherwise attractive opportunities beyond rental real estate operations, the impact of complying with the REIT requirements related to hedging, our lack of experience operating as a REIT, legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service, the possibility that our Board of Directors will unilaterally revoke our REIT election, the possibility that the anticipated benefits of qualifying as a REIT will not be realized, or will not be realized within the expected time period, the impact of current lending and capital market conditions on our liquidity, our ability to finance or refinance projects or repay our debt, the impact of the slow economic recovery on the ownership, development and management of our commercial real estate portfolio, general real estate investment and development risks, litigation risks, vacancies in our properties, risks associated with developing and managing properties in partnership with others, competition, our ability to renew leases or re-lease spaces as leases expire, illiquidity of real estate investments, our ability to identify and transact on chosen strategic alternatives for a portion of our retail portfolio, bankruptcy or defaults of tenants, anchor store consolidations or closings, the impact of terrorist acts and other armed conflicts, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our revolving credit facility, term loan and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, our ability to receive payment on the note receivable issued by Onexim in connection with their purchase of our interests in the Barclays Center, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of our insurance carriers, environmental liabilities, competing interests of our directors and executive officers, the ability to recruit and retain key personnel, risks associated with the sale of tax credits, downturns in the housing market, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, changes in federal, state or local tax laws and international trade agreements, volatility in the market price of our publicly traded securities, inflation risks, cybersecurity risks, cyber incidents, shareholder activism efforts, conflicts of interest, risks related to our organizational structure including operating through our Operating Partnership and our UPREIT structure, as well as other risks listed from time to time in our SEC filings, including but not limited to, our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk includes the inability to obtain construction loans, refinance existing construction loans into long-term fixed-rate nonrecourse financing, refinance existing nonrecourse financing at maturity, obtain renewals or replacement of credit enhancement devices, such as letters of credit, or otherwise obtain funds by selling real estate assets or by raising equity. We also have interest-rate exposure on our current variable-rate debt portfolio. During the construction period, we have historically used variable-rate debt to finance developmental projects. Upon opening and achieving stabilized operations, we have historically procured long-term fixed-rate financing for our rental properties. If we are unable to procure long-term fixed-rate financing, we would pursue extending maturities with existing lenders. Additionally, we are exposed to interest rate risk upon maturity of our long-term fixed-rate financings. The total weighted average interest rate includes the impact of interest rate swaps and caps for applicable fixed rate and variable rate debt in place as of March 31, 2018.

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Interest Rate Exposure

The following table summarizes the composition of nonrecourse debt, net:

March 31, 2018	Corporate		Operating Properties		Development Projects		Total		Total Weighted Average Rate
			(dollars in thousands)
Fixed Rate	$	112,741	$	1,687,315	$	52,819	$	1,852,875	4.23	%
Variable Rate
Taxable	333,768		556,663		—		890,431		3.68	%
Tax-Exempt	—		593,493		76,908		670,401		2.47	%
	$	446,509	$	2,837,471	$	129,727	$	3,413,707	3.74	%
Total gross commitment from lenders					$	228,447

To mitigate short-term variable interest rate risk, we have purchased interest rate hedges for our variable-rate debt as follows:

Taxable (Priced off of LIBOR Index)

	Swaps
	Notional		Average Base
Period Covered	Amount		Rate
	(dollars in thousands)
04/01/18 - 12/31/18	$	97,059	1.87%
01/01/19 - 05/08/24	95,874		1.87%

Tax-Exempt (Priced off of Securities Industry and Financial Markets Association (“SIFMA”) Index)

	Caps
	Notional		Average Base
Period Covered	Amount		Rate
	(dollars in thousands)
04/01/18 - 12/31/18	$	69,518	5.89%
01/01/19 - 12/31/19	37,208		6.23%
01/01/20 - 8/15/20	28,400		6.00%

The tax-exempt caps generally were purchased in conjunction with lender hedging requirements that require the borrower to protect against significant fluctuations in interest rates. Except for those requirements, we generally do not hedge tax-exempt debt due to its historically low interest rates.

Sensitivity Analysis to Changes in Interest Rates

Including the effect of the protection provided by the interest rate swaps, caps and long-term contracts in place as of March 31, 2018, a 100 basis point increase in taxable interest rates (including corporate debt and the effect of interest rate floors) would increase the annual pre-tax interest cost for the next 12 months of our variable-rate debt by approximately $7,934,000 at March 31, 2018. Although tax-exempt rates generally move in an amount smaller than corresponding changes in taxable interest rates, a 100 basis point increase in tax-exempt rates would increase the annual pre-tax interest cost for the next 12 months of our tax-exempt variable-rate debt by approximately $6,704,000 at March 31, 2018. This analysis includes a portion of our taxable and tax-exempt variable-rate debt related to construction loans for which the interest expense is capitalized.

We enter into total rate of return swaps (“TROR”) on various tax-exempt fixed-rate borrowings. The TROR convert borrowings from a fixed rate to a variable rate. The TROR requires the payment of a variable interest rate, generally equivalent to the SIFMA rate (1.58% at March 31, 2018) plus a spread. Additionally, we have guaranteed the fair value of the underlying borrowings. Fluctuation in the value of the TROR is offset by the fluctuation in the value of the underlying borrowings, resulting in minimal financial impact. At March 31, 2018, the aggregate notional amount of TROR designated as fair value hedging instruments is $597,166,000. The underlying TROR borrowings are subject to a fair value adjustment. In addition, we have TROR with notional amounts aggregating $180,461,000 that are not designated as fair value hedging instruments, but are subject to interest rate risk.

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We estimate the fair value of our hedging instruments based on interest rate market and bond pricing models. At March 31, 2018 and December 31, 2017, we recorded interest rate caps, swaps and TROR with positive fair values of approximately $5,661,000 and $9,098,000, respectively, in other assets. At March 31, 2018 and December 31, 2017, we recorded interest rate swaps and TROR that had a negative fair value of approximately $12,663,000 and $12,845,000, respectively, in accounts payable, accrued expenses and other liabilities.

We estimate the fair value of our long-term debt instruments by market rates, if available, or by discounting future cash payments at interest rates that approximate the current market. Estimated fair value is based upon market prices of public debt, available industry financing data, current treasury rates and recent financing transactions. Based on these parameters, the table below contains the estimated fair value of our long-term debt, net (exclusive of the fair value of derivatives) at March 31, 2018.

	Carrying Value		Fair Value		Fair Value with 100 bp Increase in Market Rates
	(in thousands)
Fixed	$	1,852,875	$	1,835,432	$	1,751,965
Variable
Taxable	890,431		892,034		891,248
Tax-Exempt	670,401		668,636		668,469
Total Variable	$	1,560,832	$	1,560,670	$	1,559,717
Total Long-Term Debt	$	3,413,707	$	3,396,102	$	3,311,682

The following table provides information about our long-term debt instruments that are sensitive to changes in interest rates.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk (continued)

March 31, 2018

	Expected Maturity Date
	Year Ending December 31,
Long-Term Debt	2018			2019			2020			2021			2022			Period Thereafter			Net Unamortized Procurement Costs			Total Outstanding			Fair Market Value
	(dollars in thousands)
Fixed:
Fixed-rate debt	$	155,004		$	99,269		$	159,023		$	170,626		$	205,059		$	962,914		$	(11,761	)	$	1,740,134		$	1,721,907
Weighted average interest rate	4.18		%	4.07		%	5.04		%	4.64		%	4.83		%	3.95		%				4.25		%
Convertible senior debt (1)	73,208			—			40,017			—			—			—			(484		)	112,741			113,525
Weighted average interest rate	4.25		%	—		%	3.63		%	—		%	—		%	—		%				4.03		%
Total Fixed-Rate Debt	228,212			99,269			199,040			170,626			205,059			962,914			(12,245		)	1,852,875			1,835,432
Variable:
Variable-rate debt	177,337			253,674			85,115			24,386			201			23,632			(7,682		)	556,663			558,177
Weighted average interest rate (2)	4.23		%	3.91		%	4.17		%	4.63		%	4.37		%	4.03		%				4.08		%
Tax-exempt	48,695			8,500			—			—			—			626,004			(12,798		)	670,401			668,636
Weighted average interest rate (2)	2.58		%	4.62		%	—			—			—			2.43		%				2.47		%
Revolving credit facility (1)	—			—			—			—			—			—						—			—
Weighted average interest rate (2)	—		%	—		%	—		%	—		%	—		%	—		%				—		%
Term loan (1)	—			—			—			335,000			—			—			(1,232		)	333,768			333,857
Weighted average interest rate (2)	—		%	—		%	—		%	3.01		%	—		%	—		%				3.01		%
Total Variable-Rate Debt	226,032			262,174			85,115			359,386			201			649,636			(21,712		)	1,560,832			1,560,670
Total Long-Term Debt	$	454,244		$	361,443		$	284,155		$	530,012		$	205,260		$	1,612,550		$	(33,957	)	$	3,413,707		$	3,396,102
Weighted average interest rate	4.04		%	3.97		%	4.58		%	3.61		%	4.83		%	3.36		%				3.74		%

(1) Represents recourse debt.

(2) Weighted average interest rate is based on current market rates as of March 31, 2018.

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Item 4. Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or furnishes under the Securities Exchange Act of 1934 (“Securities Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this quarterly report, an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, was carried out under the supervision and with the participation of the Company’s management, which includes the CEO and CFO. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2018.

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In connection with the rules, the Company continues to review and document its disclosure controls and procedures, including the Company’s internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and ensuring that the Company’s systems evolve with the business.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various claims and lawsuits incidental to its business, and management and legal counsel believe these claims and lawsuits will not have a material adverse effect on the Company’s consolidated financial statements.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) and (b) – Not applicable.

(c) – Repurchase of equity securities during the quarter.

	Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
Class A Common Stock
January 1 through January 31, 2018
Common Stock Repurchase Program (1)	—	$	—	—	$	100,000,000
Employee Transactions (3)	26,816	$	23.71	—
February 1 through February 28, 2018
Common Stock Repurchase Program (1)	—	$	—	—	$	100,000,000
Employee Transactions (3)	40,735	$	22.88	—
March 1 through March 31, 2018
Common Stock Repurchase Program (2)	—	$	—	—	$	400,000,000
Employee Transactions (3)	223,896	$	20.01	—
Total
Common Stock Repurchase Program (1)(2)	—	$	—	—	$	400,000,000
Employee Transactions (3)	291,447	$	20.75	—

(1) On November 18, 2015, our Board of Directors approved a $100,000,000 common stock repurchase program. The repurchase program authorizes us to repurchase shares of our Class A common stock and Class B common stock (prior to June 12, 2017, the effective date of the Reclassification) on the open market or otherwise in amounts and at such times and prices as our authorized officers shall determine. The repurchase program has no set expiration date.

(2) On March 22, 2018, our Board of Directors approved an increase in the Company’s existing $100,000,000 common stock repurchase program to an aggregate total of $400,000,000. The repurchase program authorizes us to repurchase shares of our Class A common stock on the open market or otherwise in amounts and at such times and prices as the Board of Directors and authorized officers shall determine. The repurchase program has no set expiration date.

(3) Class A common stock repurchased to satisfy the minimum tax withholding requirements relating to restricted stock vesting.

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Item 6. Exhibits

Exhibit Number		Description of Document
+*10.1	-	Form of Change of Control Agreement.
10.2		Agreement by and among the Company and Starboard Value LP (including certain entities and natural persons affiliated with Starboard), dated March 22, 2018, incorporated by reference to Exhibit 10.1 to Forest City Realty Trust, Inc.’s Form 8-K filed on March 27, 2018 (File No. 1-37671).
10.3		Agreement by and among the Company, Scopia Capital Management LP and Scopia Management, Inc., dated March 22, 2018, incorporated by reference to Exhibit 10.2 to Forest City Realty Trust, Inc.’s Form 8-K filed on March 27, 2018 (File No. 1-37671).
10.4		Amendment, dated March 22, 2018, to Reclassification Agreement, dated as of December 5, 2016, by and between the Company and RMS, Limited Partnership, incorporated by reference to Exhibit 10.3 to Forest City Realty Trust, Inc.’s Form 8-K filed on March 27, 2018 (File No. 1-37671).
*31.1	-	Principal Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	-	Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1	-	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101	-	The following financial information from Forest City Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited); (ii) Consolidated Statements of Operations (unaudited); (iii) Consolidated Statements of Comprehensive Income (Loss) (unaudited); (iv) Consolidated Statements of Equity (unaudited); (v) Consolidated Statements of Cash Flows (unaudited); and (vi) Notes to Consolidated Financial Statements (unaudited).

+	Management contract or compensatory arrangement.
*	Filed herewith.
**	Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		FOREST CITY REALTY TRUST, INC. (Registrant)
Date:	May 3, 2018	/s/ ROBERT G. O’BRIEN
		Name: Robert G. O’Brien
		Title: Executive Vice President and          Chief Financial Officer
Date:	May 3, 2018	/s/ CHARLES D. OBERT
		Name: Charles D. Obert
		Title: Executive Vice President, Chief Accounting Officer and Corporate Controller

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EX-10.1

Exhibit 10.1

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (“Agreement”), is made effective [•], 20[•] (the “Effective Date”), by and between Forest City Employer, LLC (the “Company”), and [•] (“Employee”).

1.Term. Except as otherwise provided below, the “Term” of this Agreement shall commence on the Effective Date and end on the second anniversary thereof. The Term shall be automatically renewed for successive one-year periods, on the terms and subject to the conditions of this Agreement, commencing on the second anniversary of the Effective Date, and on each anniversary date thereafter, unless either the Company or Employee gives the other party written notice (in accordance with Section 9 hereof), at least 180 calendar days prior to the end of such initial or extended Term, of its or his intention not to renew this Agreement. Notwithstanding the foregoing, in no event shall the Term expire before the second anniversary of a “Change of Control” (as defined in Section 16) that occurs during the Term. For purposes of this Agreement, any reference to the Term of this Agreement shall include the original term and any extension thereof.

2.Nature of Agreement. In order to induce Employee to remain in the employ of the Company and in consideration of Employee’s continued employment, the Company agrees, under the conditions described herein, to pay Employee the “Severance Benefits” (as defined in Section 5) and the other payments and benefits described in this Agreement. No Severance Benefits shall be payable under this Agreement unless there shall have been a “Qualified Termination” (as defined in Section 16) during the Term. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between Employee and the Company, Employee shall not have any right to be retained in the employ of the Company.

3.Termination of Employment.

(a)    Death and Disability. Employee’s employment shall terminate automatically upon Employee’s death. If the Company determines in good faith that the “Disability” (as defined in Section 16) of Employee has occurred during the Term, it may give to Employee written notice in accordance with Section 9 of this Agreement of its intention to terminate Employee’s employment, provided that such notice is given no later than 150 calendar days following the determination of Employee’s Disability. In such event, Employee’s employment shall terminate effective on the 30th calendar day after receipt of such notice by Employee (the “Disability Effective Date”), provided that, within the 30 calendar days after such receipt, Employee shall not have returned to full-time performance of Employee’s duties.

(b)    Cause. Employee’s employment with the Company may be terminated by the Company with or without “Cause” (as defined in Section 16).

(c)    Good Reason. Employee’s employment with the Company may be terminated by Employee with or without “Good Reason” (as defined in Section 16).

(d)    Notice of Termination. Any termination by the Company for Cause, or by Employee for Good Reason, shall be communicated by Notice of Termination (as defined in Section 16) to the other party in accordance with Section 9.

(e)    Resignation from All Positions. Notwithstanding any other provision of this Agreement, upon the termination of Employee’s employment for any reason, Employee shall immediately resign from all positions that he holds or has ever held with the Company and its affiliates, including all board of directors, managers or equivalent positions with any affiliate (but excluding, if applicable, the board of directors of Forest City Realty Trust, Inc.). Employee hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

4.Compensation Other Than Severance Benefits.

(a)    Accrued Rights. If Employee’s employment shall terminate for any reason following a Change of Control and during the Term, the Company shall pay, or cause to be paid, to Employee (or his estate) the sum of: (i) the portion of Employee’s base salary earned through the “Date of Termination” (as defined in Section 16), to the extent not previously paid; (ii) the amount of any annual bonus that has been earned by Employee for a completed fiscal year or other measuring period preceding the Date of Termination, but has not yet been paid to Employee; and (iii) any accrued paid time-off, to the extent not previously paid (the sum of the amounts described in clauses (i), (ii) and (iii) shall be referred to as the “Accrued Benefits”). The Accrued Benefits described in clauses (i) and (iii) shall be paid in a single lump sum within 30 calendar days after the Date of Termination. The

Accrued Benefits described in clause (ii) shall be paid at the same time that annual bonuses are paid to other similarly situated employees for the applicable fiscal year, but in no event later than two and one half months following the end of such fiscal year.

(b)    Other Benefits. If Employee’s employment shall terminate for any reason following a Change of Control and during the Term, the Company shall pay or provide, or cause to be paid or provided, to Employee (or his estate) any other amounts or benefits required to be paid or provided or which Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company or its affiliates in accordance with the terms and normal procedures of each such plan, program, policy or practice or contract or agreement as in effect immediately prior to the Date of Termination or, if more favorable to Employee, as in effect immediately prior to the Change of Control, based on accrued and vested benefits through the Date of Termination. Without limiting the generality of the foregoing, Employee’s resignation under this Agreement, with or without Good Reason, shall in no way affect Employee’s ability to terminate employment by reason of Employee’s retirement under, or to be eligible to receive retirement benefits under, any compensation and benefits plans, programs or arrangements of the Company or its affiliates, and any termination which otherwise qualifies as Good Reason shall be treated as such even if it is also a retirement for purposes of any such plan, program or arrangement.

5.Severance Benefits. If Employee shall incur a Qualified Termination during the Term, then, subject to Employee’s compliance with Sections 5(f) and 8 of this Agreement, the Company shall pay or provide to Employee (or his estate) the amounts and benefits described in this Section 5 (collectively, the “Severance Benefits”) in addition to any payments and benefits to which Employee is entitled under Section 4 of this Agreement, unless Employee shall timely make an election to forego the Severance Benefits in accordance with Section 8(k) hereof.

(a)    Cash Severance. In lieu of any severance benefit otherwise payable to Employee, the Company shall pay to Employee a lump sum severance payment, in cash, equal to two times the sum of Employee’s “Annual Base Salary” and “Average Bonus” (each as defined in Section 16), which amount shall be payable within 60 calendar days following the Date of Termination (provided that if the 60-day payment period begins in one calendar year and ends in the next calendar year, then to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) the payment shall be made in the second calendar year).

(b)    Health Benefits. For the 18-month period immediately following the Date of Termination, the Company shall arrange to provide Employee and his dependents medical, dental and vision insurance benefits on a monthly basis that is substantially similar to such benefits as provided to Employee and his dependents immediately prior to the Date of Termination at a cost to Employee equal to 35% of the applicable COBRA premiums (with the Company subsidizing the remaining 65% of the applicable premiums). An amount equal to the Company-provided COBRA subsidy (or such other amounts as may be required by law) will be included in Employee’s income for tax purposes to the extent required by applicable law and the Company may withhold taxes from Employee’s other compensation for this purpose. Benefits otherwise receivable by Employee pursuant to this Section 5(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to Employee during the 18-month period following the Date of Termination (and any such benefits received by or made available to Employee shall be reported to the Company by Employee).

(c)    Incentive Plans. With respect to any of the Company’s outstanding (i) short-term or long-term cash incentive awards held by Employee (other than any annual bonus described in Section 4(a)(ii) of this Agreement), or (ii) performance-based equity awards held by the Employee, in each case if and only if the Date of Termination occurs after at least one-half of the applicable performance period has elapsed (and Employee is not otherwise entitled to benefits thereunder due to his retirement), the amount that would have been payable to Employee for that particular performance period (and only that performance period), determined as if Employee had remained employed for the entire performance period (and any additional period of time necessary to be eligible to receive payment for the performance period), based on actual performance during the entire performance period and without regard to any discretionary adjustments that have the effect of reducing the amount of payment (other than discretionary adjustments applicable to all senior executives who did not terminate employment), pro-rated based on the number of days in the applicable performance period through (and including) the Date of Termination, and paid in a single lump sum at the same time that payments are made to other participants who did not terminate employment. Notwithstanding the foregoing, this paragraph (c) shall not apply in the event that the Company terminates Employee’s employment due to Disability.

(d)    Restricted Shares and Units. All outstanding and unvested Company restricted shares and restricted share units that are subject to a vesting schedule based solely on continued service (and specifically excluding any awards with respect to which the number of shares earned depends upon performance) shall become immediately vested.

(e)    Outplacement. The Company shall provide Employee with outplacement services for a period of one year following the Date of Termination and at a cost to the Company of not more than $25,000, such services to be provided by an

outplacement services firm selected by the Company and in accordance with the Company’s practices as in effect on the Date of Termination.

(f)    Release of Claims. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to pay or provide any of the Severance Benefits unless (i) Employee (or his legal representative) first executes, within 45 calendar days after the Date of Termination, a release of claims agreement in the form attached hereto as Exhibit A, with such changes as the Company may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable, and (ii) the release becomes effective and irrevocable in accordance with its terms.

6.Section 280G. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company or any of its affiliated companies to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be an excess parachute payment within the meaning of section 280G of the Code (such excess only, an “Excess Payment”), then the Employee shall forfeit all Excess Payments if the after-tax value to Employee of the Payments as reduced by such forfeiture would be greater than the after-tax value to Employee of the Payments absent such forfeiture. The forfeiture of Excess Payments, if applicable, shall be applied by: (i) first reducing the cash Severance Benefits (with cash Severance Benefits having different payment terms being reduced on a pro-rata basis); (ii) then cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) then cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) finally reduction of any other benefits or payments due to Employee (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All determinations required to be made under this Section 6, and the assumptions to be utilized in arriving at such determination, shall be made by a major accounting firm with expertise in such matters designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Employee. All fees and expenses of the Accounting Firm for services performed pursuant to this Section 6 shall be borne solely by the Company.

7.Full Settlement. Except as otherwise provided in Section 5(b) or Section 8 of this Agreement or an applicable clawback policy maintained by the Company or its affiliates, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or any of its affiliates may have against Employee or others. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Employee obtains other employment. Provided that Employee prevails on any material claim made by him, and disputed by the Company, under the terms of this Agreement, the Company agrees to pay (within 14 business days following the Company’s receipt of an invoice from Employee) at any time from the date of the Change of Control through Employee’s remaining lifetime, (or, if longer, through the 10th anniversary of the Change of Control), to the full extent permitted by law, all legal fees and expenses which Employee (or his heirs or legal representatives) may reasonably incur as a result of any contest by either party (including, as the case may be, the Company, any of its affiliates or their respective predecessors, successors or assigns, or Employee, his estate, beneficiaries or their respective successors and assigns) of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by Employee about the amount of any payment pursuant to this Agreement).

8.Restrictive Covenants.

(a)    Confidentiality. During the Term and thereafter, Employee agrees to keep secret and confidential, and not to use or disclose to any third parties, except as directly required for Employee to perform Employee’s responsibilities for the Company under this Agreement, any of the Company’s Confidential Information (as defined in paragraph (j) below) acquired by Employee during the course of, or in connection with, Employee’s employment with the Company. Employee acknowledges that the Confidential Information is the exclusive property of the Company. Upon termination of Employee’s employment with the Company for any reason, or at the request of the Company at any time, Employee shall promptly return to the Company all property then in Employee’s possession, custody or control belonging to the Company, including all Confidential Information. Employee shall not retain any copies of correspondence, memoranda, reports, notebooks, drawings, photographs or other documents in any form whatsoever (including information contained in computer or other electronic memory or on any computer or electronic storage device) relating in any way to the affairs of the Company and which were entrusted to Employee or obtained by Employee at any time during the Term.

(b)    Non-Competition. Employee and the Company agree that Employee is being employed in an important fiduciary capacity with the Company and that the Company is engaged in a highly competitive business. Employee and the Company further agree that it is appropriate to place reasonable limits as set forth herein on Employee’s ability to compete with the Company

to protect and preserve the legitimate business interests and goodwill of the Company. Employee agrees that, during the Protection Period (as defined in paragraph (j) below), if applicable, Employee will not, directly or indirectly (in a capacity where Employee could use specialized knowledge, training, skill or expertise, Confidential Information, or customer contacts obtained from the Company to the detriment of the Company), own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, or consultant to any business or activity that is Competitive with the Company (as defined in paragraph (j) below). During the Protection Period, if applicable, the covenant in this Section 8(b) shall restrict Employee’s conduct within the Restricted Area (as defined in paragraph (j) below). Employee agrees that in his position, it is expected that Employee will receive Confidential Information related to the Restricted Area and if Employee was permitted to engage in competition with the Company within the Restricted Area, it would lead to unfair competition and it would be a significant disadvantage to the Company that would likely cause irreparable harm. Notwithstanding the foregoing, the ownership of not more than two percent (2%) of the outstanding securities of any company listed on any public exchange or regularly traded in the over-the-counter market, assuming Employee’s involvement with any such company is solely that of a security holder, shall not constitute a violation of this Section 8(b).

(c)    Customer Non-Solicitation. Employee agrees that, during the Protection Period, if applicable, Employee will not, directly or indirectly (in a capacity where Employee could use specialized knowledge, training, skill or expertise, Confidential Information, or customer contacts or information obtained from the Company to the detriment of the Company): (i) solicit, attempt to solicit, call on, or accept business from any Customer (as defined in paragraph (j) below); or (ii) in any manner cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential business relationship with the Company.

(d)    Employee Non-Solicitation. Employee agrees that, during the Protection Period, if applicable, Employee will not directly or indirectly engage, solicit, hire, attempt to hire, or encourage any current employee or former employee (limited to former employees whose employment has been terminated or concluded for less than 6 months) of the Company to leave or terminate his or her employment relationship with the Company.

(e)    Non-Disparagement. Employee agrees that he will not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns. Subject to Employee’s continuing obligations to comply with Section 8(a) hereof as provided herein, nothing in this Section 8(e) shall preclude Employee from responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that, to the extent permitted by law and not contrary to Section 8(h) below, Employee promptly informs the Company of any such obligation prior to participating in any such proceedings. The Company likewise agrees that it will not release any information or make any statements, and its officers and directors shall not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of Employee. Nothing herein shall preclude the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns from responding truthfully to any legal process or truthfully testifying in a legal or regulatory proceeding, provided that to the extent permitted by law, the Company will promptly inform Employee in advance if it has reason to believe such response or testimony will directly relate to Employee, or preclude the Company from complying with applicable disclosure requirements.

(f)    Divisible Provisions. The individual terms and provisions of this Section 8 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Section 8 shall thereby be affected. It is the intention of Employee and the Company that the potential restrictions on Employee’s solicitation and future employment imposed by this Section 8 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Section 8 unreasonable in duration or geographic scope or otherwise, Employee and the Company agree that the restrictions and prohibitions contained herein may be modified by a court of competent jurisdiction and shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

(g)    Injunctive Relief and Remedies. In event of a breach or threatened breach of any of Employee’s duties and obligations under this Section 8, the Company shall be entitled, in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages it may suffer), to (i) temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach, (ii) cease making payments or providing benefits under Section 5 of this Agreement (other than Section 5(a) thereof), and (iii) any other relief obtainable through statutory or common law means (including, but not limited to, applicable trade secrets law). Employee hereby expressly acknowledges that the harm that might result to the Company’s business as a result of any noncompliance by Employee with the provisions of this Section 8 would be largely irreparable. Employee specifically agrees that if there is a question as to the enforceability of any of the provisions of this Section 8, Employee will not engage in any conduct inconsistent with or contrary to this Section 8 until after the question has been resolved by a final judgment of a court of competent jurisdiction. The restrictions stated in this Section 8 are in addition to and not in lieu of protections

afforded to trade secrets and confidential information under applicable law. Nothing in this Section 8 is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its trade secrets and confidential information.

(h)    Protected Activity. Nothing contained in this Agreement, or any other agreement, policy, practice, procedure, directive or instruction maintained by the Company shall prohibit Employee from reporting possible violations of federal, state or local laws or regulations to any federal, state or local governmental agency or commission (a “Government Agency”) or from making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. Employee does not need prior authorization of any kind to make any such reports or disclosures to any Government Agency and Employee is not required to notify the Company that Employee has made such reports or disclosures. Nothing in this Agreement limits any right Employee may have to receive a whistleblower award or bounty for information provided to any Government Agency. Employee hereby acknowledges that the Company has informed Employee, in accordance with 18 U.S.C. § 1833(b), that Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(i)    Notification. To enable the Company to monitor Employee’s compliance with the obligations imposed by this Section 8, Employee agrees to inform the Company during the Protection Period, if applicable, of the identity of any subsequent employer and Employee’s new job title. Employee agrees that he will disclose the existence of this Section 8 to any subsequent employer.

(j)    Definitions. As used in this Section 8, the following definitions shall apply

“Company” means the Company and its affiliates.

“Competitive with the Company” means any person or entity (including any joint venture, partnership, firm, corporation, or limited liability company) that conducts a real estate business that is competitive with the commercial office, retail rental, and/or multifamily residential portfolios owned or managed by the Company as of the Date of Termination (or any significant business that is being actively pursued as of the Date of Termination by the Company).

“Confidential Information” means information pertaining to the business of the Company that is generally not known to or readily ascertainable to the industry in which the Company competes, and that gives or tends to give the Company a competitive advantage over persons who do not possess such information or the secrecy of which is otherwise of value to the Company in the conduct of its business regardless of when and by whom such information was developed or acquired, and regardless of whether any of these are described in writing, copyrightable or considered copyrightable, patentable or considered patentable. Confidential Information includes, but is not limited to, the Company’s trade secrets, information related to present and potential customers, vendors and suppliers (including, but not limited to, lists, contact information, requirements, contract terms, and pricing), methods of operations, research and development, product information, business technical information, including technical data, techniques, solutions, test methods, quality control systems, processes, design specifications, technical formulas, procedures and information, sales plans and strategies, pricing and profit information, financial information, marketing data, all agreements, schematics, manuals, studies, reports, and statistical information relating to the Company, all formulations, database files, information technology, strategic alliances, products, services, programs and processes used or sold, and all software licensed or developed by the Company, computer programs, systems and/or software, ideas, inventions, business information, know-how, improvements, designs, redesigns, creations, discoveries and developments of the Company. Confidential Information includes all forms of the information, whether oral, written or contained in electronic or any other format.

“Customer” means any actual or potential customer or client of the Company that (i) Employee knows to have been engaged as a customer or client of the Company during the one-year period prior to the Date of Termination, (ii) Employee knows to have been contacted by the Company during the one-year period prior to the Date of Termination or (iii) about which Employee had been provided or had access to Confidential Information during his employment with the Company.

“Protection Period” means (i) if Employee incurs a Qualified Termination and does not timely make an election to waive the Severance Benefits as provided in Section 8(k) of this Agreement, the period commencing on the Date of Termination and ending on the first anniversary of the Date of Termination; provided, however, that such period shall be extended for an additional period of time equal to the time that elapses from the commencement of a breach of the covenants contained in this Section 8 to the later of (x) the termination of such breach or (y) the final resolution of any litigation stemming from such breach; (ii) if Employee incurs a Qualified Termination and timely elects to waive Employee’s right to the Severance Benefits in accordance with Section 8(k) of this Agreement, or if Employee’s employment terminates under circumstances that do not constitute a Qualified

Termination, then the Protection Period shall expire on the Date of Termination and Sections 8(b), (c), (d) and (i) of this Agreement shall not apply to Employee.

“Restricted Area” means the geographic area or areas where Employee conducted activities on behalf of the Company at or within a one-year period of time prior to the Date of Termination. It is intended as of the Effective Date that the Restricted Area will include the entire United States, as Employee is engaged to provide services and has duties related to this entire geographic area.

(k)    Employee Election. If Employee incurs a Qualified Termination, Employee may elect to waive Employee’s right to the Severance Benefits, in their entirety, by providing written notice to the Company in a form reasonably acceptable to the Company, within 20 calendar days after the Date of Termination (the “Waiver”). In the event that Employee timely submits the Waiver, then (i) the Company shall not be obligated to pay all or any portion of the Severance Benefits to Employee, and (ii) the provisions of Sections 8(b), (c), (d) and (i) of this Agreement shall not apply to Employee.

9.Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, postage prepaid, to the recipient. Notices to Employee shall be sent to the address of Employee most recently provided to the Company. Notices to the Company should be sent to: Forest City Employer, LLC, Attention: Chief Executive Officer at the then-current corporate headquarters of Forest City Realty Trust, Inc. Notice and communications shall be effective on the date of delivery if delivered personally, on the first business day following the date of dispatch if delivered utilizing overnight courier, or three business days after having been mailed, if sent by registered or certified mail.

10.Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

11.Successors and Assigns.

(a)    This Agreement is personal to Employee, and, without the prior written consent of the Company, shall not be assignable by Employee other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives.

(b)    This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section 11(c), this Agreement shall not be assignable by the Company without the prior written consent of Employee, except to an affiliate of the Company.

(c)    The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. “Company” means the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.

12.Choice of Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Ohio, without regard to conflicts of law principles. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the federal courts located in the Northern District of Ohio or state courts located in Cuyahoga County, Ohio in any court action or proceeding brought with respect to or in connection with this Agreement.

13.Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

14.Miscellaneous. Any payments to Employee under this Agreement shall be paid from the Company’s general assets. The Company and its affiliates may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company and its affiliates are required to withhold pursuant to any law or government regulation or ruling. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement. This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior

understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way, including, without limitation, any prior Change of Control Agreement between the Company and Employee, which agreement the parties acknowledge is hereby superseded, replaced in its entirety and considered null and void as of the Effective Date. Any Severance Benefits received by Employee under this Agreement shall be in lieu of payments or benefits otherwise available under a general severance policy or other severance plan maintained by the Company or its affiliates, including, without limitation, the Forest City Employer, LLC Severance Plan, or any employment agreement, if any, between the Company or its affiliates and Employee.

15.Section 409A Compliance.

(a)    In General. Section 409A of the Code (“Section 409A”) imposes payment restrictions on “nonqualified deferred compensation” (i.e., potentially including payments owed to Employee upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to Employee, including immediate taxation, interest and a 20% additional income tax. It is the Company’s intent that this Agreement be exempt from the application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short-term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A, to the maximum extent possible. If neither of these exceptions applies, and if Employee is a “specified employee” within the meaning of Section 409A, then notwithstanding any provision in this Agreement to the contrary and to the extent required to comply with Section 409A, all amounts that would otherwise be paid or provided during the first six months following the Date of Termination shall instead be accumulated through and paid or provided (without interest), on the first business day following the six-month anniversary of the Date of Termination.

(b)    Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and Employee is no longer providing services (at a level that would preclude the occurrence of a “separation from service” within the meaning of Section 409A) to the Company or its affiliates as an employee or consultant, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” within the meaning of Section 409A.

(c)    Reimbursements. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last business day of Employee’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.

16.Definitions. Capitalized terms not otherwise defined above shall have the meanings set forth in this Section 16.

(a)    “Annual Base Salary” shall mean Employee’s annual base salary at the rate in effect immediately prior to a Change of Control, or such higher rate as may be in effect at any time on or after the Change of Control.

(b)    “Average Bonus” shall mean the average of the bonuses payable under the Company’s annual bonus program, or any comparable annual bonus under any predecessor program, for the last three full fiscal years prior to the Change of Control, or if Employee was eligible to earn such a bonus for less than the last three full fiscal years, for the fiscal years during which Employee was eligible to earn such a bonus immediately prior to the Change of Control (and annualized in the event that Employee was not employed by the Company or its affiliates (or was not eligible to earn such a bonus) for the whole of each such fiscal year). If Employee was not eligible to earn such an annual bonus for any fiscal year ending on or before the Change of Control, then the Average Bonus shall be deemed to equal Employee’s target annual bonus opportunity as in effect immediately prior to the Change of Control.

(c)    “Cause” shall mean (i) the willful and continued failure of Employee to perform substantially Employee’s duties with the Company or any of its affiliates (other than any such failure resulting from any medically determined physical or mental impairment), that is not cured by Employee within 20 calendar days after a written demand for substantial performance is delivered to Employee by the Chief Executive Officer of the Company (the “CEO”) which specifically identifies the manner in which the CEO believes that Employee has not substantially performed Employee’s duties; (ii) Employee’s illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial

condition; or (iii) Employee’s conviction, guilty plea or plea of nolo contendere for any crime involving dishonesty or for any felony.

(d)    “Change of Control” shall mean a “change of control” of Forest City Realty Trust, Inc. as defined in the Forest City Realty Trust, Inc. 1994 Stock Plan, as in effect on the Effective Date; provided that in any case, the transaction also constitutes a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5).

(e)    “Date of Termination” shall mean, as applicable, the date of Employee’s death, the Disability Effective Date, the date on which the termination of Employee’s employment by the Company for Cause or without Cause or by Employee for Good Reason or without Good Reason is effective.

(f)    “Disability” shall mean Employee is disabled in accordance with the long-term disability insurance plan maintained by the Company for which Employee is eligible or a determination by the U.S. Social Security Administration that Employee is totally disabled.

(g)    “Good Reason” shall mean the occurrence of any of the following without Employee’s consent: (i) any reduction of Employee’s Annual Base Salary (as defined in this Section 16), other than in connection with across-the-board reductions that apply to other similarly-situated executives; (ii) a material reduction in Employee’s title, authority, responsibilities or reporting relationship as in effect immediately prior to the Change of Control; (iii) the Company’s material breach of any of its obligations to Employee under this Agreement; or (iv) the Company’s requirement that in order to perform his obligations to the Company, Employee must relocate his residence to a location more than 50 miles from Employee’s office location immediately prior to a Change in Control. A termination of Employee’s employment by Employee shall not be deemed to be for Good Reason unless (x) Employee gives notice to the Company of the existence of the event or condition constituting Good Reason within 60 calendar days after such event or condition initially occurs or exists, and (y) the Company fails to cure such event or condition within 30 calendar days after receiving such notice.

(h)    “Notice of Termination” shall mean a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated, and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the Date of Termination (which date shall be not more than 30 calendar days after the giving of such notice).

(i)    “Qualified Termination” shall mean the termination of Employee’s employment within two years after a Change of Control: (i) by the Company and its affiliates for Disability or other than for Cause; or (ii) by Employee for Good Reason.

(Signatures are on the following page)

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

FOREST CITY EMPLOYER, LLC

By:____________________________________

        [Name][Title]

EMPLOYEE

_______________________________________

[•]

EXHIBIT A

GENERAL RELEASE

This General Release (this “Release”) is made and entered into as of this [•] day of [•], 20[•], by and between Forest City Employer, LLC (the “Company”) and [•] (“Employee”).

1.Employment Status. Employee’s employment with the Company and its affiliates terminated effective as of [•], 20[•] (the “Separation Date”).

2.Payments and Benefits. Upon the effectiveness of the terms set forth herein, the Company shall provide Employee with the benefits set forth in Section 5 of the Change of Control Agreement between Employee and the Company dated as of March [•], 2018 (the “Change of Control Agreement”), upon the terms, and subject to the conditions, of the Change of Control Agreement. Employee agrees that Employee is not entitled to receive any additional payments as wages, vacation or bonuses except as otherwise provided under Section 5 of the Change of Control Agreement.

3.No Liability. This Release does not constitute an admission by the Company, or any of its parents, subsidiaries, affiliates, divisions, officers, directors, partners, agents, or employees, or by Employee, of any unlawful acts or of any violation of federal, state or local laws.

4.Release. In consideration of the payments and benefits set forth in Section 2 above, Employee for himself, his heirs, administrators, representatives, executors, successors and assigns does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and each of its parents, subsidiaries, affiliates, divisions, successors, assigns, officers, directors, partners, agents, attorneys, and former and current employees, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Company Releasees”), and each of them, from any and all claims, demands, actions, causes of action, costs, attorney fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Employee has, had, or may ever have against the Company Releasees relating to or arising out of Employee’s employment or separation from employment with the Company, from the beginning of time and up to and including the date Employee executes this Release. This Release includes, without limitation, (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of emotional distress, fraud, public policy, contract or tort, and implied covenant of good faith and fair dealing; (iv) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act (“ADEA”), the National Labor Relations Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1966, the Equal Pay Act of 1962, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Genetic Information Non-discrimination Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Equal Pay Act, the Lilly Ledbetter Fair Pay Act, the Post-Civil War Civil Rights Act (42 U.S.C. §§1981-1988), the Ohio Civil Rights Act, or any other foreign, federal, state or local law or judicial decision), (v) claims arising under the Employee Retirement Income Security Act (excluding claims for amounts that are vested benefits or that Employee is otherwise entitled to receive under any employee benefit plan of the Company or any of its affiliates in accordance with the terms of such plan and applicable law), and (vi) any other statutory or common law claims related to Employee’s employment with the Company or the separation of Employee’s employment with the Company; provided, however, that nothing herein shall release any obligation of the Company under the Change of Control Agreement.

5.Protected Activity. Nothing contained in this Release limits Employee’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing in this Release or any other Company agreement, policy, practice, procedure, directive or instruction shall prohibit Employee from reporting possible violations of federal, state or local laws or regulations to any Government Agency or making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations. Employee does not need prior authorization of any kind to make any such reports or disclosures and Employee is not required to notify the Company that Employee has made such reports or disclosures. If Employee files any charge or complaint with any Government Agency, and if the Government Agency pursues any claim on Employee’s behalf, or if any other third party pursues any claim on Employee’s behalf, Employee waives any right to monetary or other individualized relief (either individually, or as part of any collective or class action) that arises out of alleged facts or circumstances on or before the effective date of this Release; provided that nothing

in this Release limits any right Employee may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission or other Government Agency.

6.Bar. Employee and the Company acknowledge and agree that if he or it should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the other party with respect to any cause, matter or thing which is the subject of the releases under Section 4 of this Release, this Release may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the other party all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees.

7.Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws principles.

8.Acknowledgment. Employee has read this Release, understands it, and voluntarily accepts its terms, and Employee acknowledges that he has been advised by the Company to seek the advice of legal counsel before entering into this Release, and has been provided with a period of at least twenty-one (21) days in which to consider entering into this Release. Employee acknowledges and agrees that the payments and benefits provided under Section 2 of this Release represent substantial value over and above that to which Employee would otherwise be entitled.

9.Revocation. Employee has a period of seven (7) days following the execution of this Release during which Employee may revoke this Release by delivering written notice to the Company, and this Release shall not become effective or enforceable until such revocation period has expired. Employee understands that if he revokes this Release, it will be null and void in its entirety, and he will not be entitled to any payments or benefits provided in this Release, including without limitation those under Section 2 above.

10.Miscellaneous. This Release is the complete understanding between Employee and the Company in respect of the subject matter of this Release and supersedes all prior agreements relating to the same subject matter. Employee has not relied upon any representations, promises or agreements of any kind except those set forth herein in signing this Release. In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release shall remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

11.Counterparts. This Release may be executed by the parties hereto in counterparts, which taken together shall be deemed one original.

FOREST CITY EMPLOYER, LLC

[Form of release - Do not sign]

____________________________________

By:

Its:

EMPLOYEE

[Form of release - Do not sign]

____________________________________

[•]

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER’S CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David J. LaRue, certify that:

1. I have reviewed this quarterly report for three months ended March 31, 2018 on Form 10-Q of Forest City Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2018	/s/ DAVID J. LARUE
		Name: David J. LaRue
		Title: President and Chief Executive Officer

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER’S CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. O’Brien, certify that:

1. I have reviewed this quarterly report for three months ended March 31, 2018 on Form 10-Q of Forest City Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2018	/s/ ROBERT G. O’BRIEN
		Name: Robert G. O’Brien
		Title: Executive Vice President and          Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Forest City Realty Trust, Inc. (the “Company”) on Form 10-Q for the three months ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date:	May 3, 2018	/s/ DAVID J. LARUE
		Name: David J. LaRue
		Title: President and Chief Executive Officer
		/s/ ROBERT G. O’BRIEN
		Name: Robert G. O’Brien
		Title: Executive Vice President and          Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 30, 2018
Document Information [Line Items]
Entity Registrant Name	FOREST CITY REALTY TRUST, INC.
Entity Central Index Key	0001647509
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		267,191,818

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Real Estate
Completed rental properties	$ 6,576,803,000	$ 7,154,607,000
Projects under construction and development	593,650,000	568,552,000
Land inventory	58,717,000	57,296,000
Total Real Estate	7,229,170,000	7,780,455,000
Less accumulated depreciation	(1,485,790,000)	(1,484,163,000)
Real Estate, net – (variable interest entities $2,010.6 million and $2,383.2 million, respectively)	5,743,380,000	6,296,292,000
Cash and cash equivalents – (variable interest entities $72.9 million and $55.3 million, respectively)	455,447,000	204,260,000
Restricted cash – (variable interest entities $130.6 million and $65.5 million, respectively)	203,829,000	146,131,000
Accounts receivable, net – (variable interest entities $62.6 million and $52.6 million, respectively)	216,464,000	225,022,000
Notes receivable – (variable interest entities $139.4 million and $132.8 million, respectively)	459,069,000	398,785,000
Investments in and advances to unconsolidated entities	645,977,000	550,362,000
Other assets – (variable interest entities $61.9 million and $66.6 million, respectively)	235,550,000	242,435,000
Total Assets	7,959,716,000	8,063,287,000
Liabilities
Nonrecourse mortgage debt and notes payable, net – (variable interest entities $1,460.8 million and $1,448.2 million, respectively)	2,967,198,000	2,998,361,000
Revolving credit facility	0	0
Term loan, net	333,768,000	333,668,000
Convertible senior debt, net	112,741,000	112,637,000
Accounts payable, accrued expenses and other liabilities – (variable interest entities $241.1 million and $259.9 million, respectively)	572,531,000	650,022,000
Cash distributions and losses in excess of investments in unconsolidated entities	120,833,000	123,882,000
Total Liabilities	4,107,071,000	4,218,570,000
Commitments and Contingencies	0	0
Stockholders' Equity
Preferred stock – $.01 par value, respectively; 20,000,000 shares authorized, no shares issued	0	0
Class A Common Stock - $.01 par value, 371,000,000 shares authorized, 265,912,983 and 265,343,283 shares issued and outstanding, respectively	2,659,000	2,653,000
Additional paid-in capital	2,536,715,000	2,537,538,000
Retained earnings	1,048,421,000	896,806,000
Accumulated other comprehensive loss	(6,143,000)	(8,563,000)
Total Stockholders' Equity	3,581,652,000	3,428,434,000
Noncontrolling interest	270,993,000	416,283,000
Total Equity	3,852,645,000	3,844,717,000
Total Liabilities and Equity	$ 7,959,716,000	$ 8,063,287,000

XML

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Real Estate, net	$ 5,743,380	$ 6,296,292
Cash and equivalents	455,447	204,260
Restricted cash	203,829	146,131
Accounts receivable, net	216,464	225,022
Notes receivable	459,069	398,785
Other assets	235,550	242,435
Nonrecourse mortgage debt and notes payable, net	2,967,198	2,998,361
Accounts payable, accrued expenses and other liabilities	$ 572,531	$ 650,022
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	371,000,000	371,000,000
Common stock, shares issued	265,912,983	265,343,283
Common stock, shares outstanding	265,912,983	265,343,283
Variable interest entities
Real Estate, net	$ 2,010,600	$ 2,383,200
Cash and equivalents	72,900	55,300
Restricted cash	130,600	65,500
Accounts receivable, net	62,600	52,600
Notes receivable	139,400	132,800
Other assets	61,900	66,600
Nonrecourse mortgage debt and notes payable, net	1,460,800	1,448,200
Accounts payable, accrued expenses and other liabilities	$ 241,100	$ 259,900

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues
Rental	$ 162,547,000	$ 162,449,000
Tenant recoveries	28,408,000	25,932,000
Service and management fees	5,563,000	10,127,000
Parking and other	7,457,000	11,738,000
Land sales	5,945,000	5,760,000
Total revenues	209,920,000	216,006,000
Expenses
Property operating and management	71,311,000	78,793,000
Real estate taxes	21,031,000	21,200,000
Ground rent	3,685,000	3,888,000
Cost of land sales	2,986,000	2,001,000
Corporate general and administrative	12,183,000	15,583,000
Organizational transformation and termination benefits	15,950,000	4,525,000
Total operating expenses	127,146,000	125,990,000
Depreciation and amortization	55,285,000	63,555,000
Total expenses	182,431,000	189,545,000
Operating income	27,489,000	26,461,000
Interest and other income	10,761,000	10,272,000
Gain on change in control of interests	117,711,000	0
Interest expense	(26,967,000)	(27,975,000)
Amortization of mortgage procurement costs	(1,306,000)	(1,222,000)
Loss on extinguishment of debt	(2,388,000)	(2,843,000)
Earnings before income taxes and earnings from unconsolidated entities	125,300,000	4,693,000
Earnings (loss) from unconsolidated entities
Equity in earnings (loss)	(2,981,000)	9,278,000
Net gain on disposition of interest in unconsolidated entities	74,959,000	17,701,000
Total earnings from unconsolidated entities	71,978,000	26,979,000
Earnings before income taxes	197,278,000	31,672,000
Current income tax expense	1,409,000	51,000
Earnings before gains on disposal of real estate, net of tax	195,869,000	31,621,000
Net gain (loss) on disposition of interest in development project	6,227,000	(113,000)
Net gain (loss) on disposition of full or partial interest in rental properties	(2,534,000)	9,303,000
Net earnings	199,562,000	40,811,000
Noncontrolling interests, gross of tax
Loss from continuing operations attributable to noncontrolling interests	185,000	106,000
Net earnings attributable to Forest City Realty Trust, Inc.	$ 199,747,000	$ 40,917,000
Earnings per common share
Net earnings attributable to common stockholders - Basic	$ 0.75	$ 0.16
Net earnings attributable to common stockholders - Diluted	$ 0.73	$ 0.16

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net earnings	$ 199,562	$ 40,811
Other comprehensive income
Unrealized net gains on interest rate derivative contracts	2,304	1,713
Comprehensive income	201,866	42,524
Comprehensive loss attributable to noncontrolling interest	181	102
Total comprehensive income attributable to Forest City Realty Trust, Inc.	$ 202,047	$ 42,626

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Consolidated Statements of Equity (Unaudited) - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Noncontrolling Interest	Common stock Class A	Common stock Class B
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings (loss), net of amount attributable to redeemable noncontrolling interest	$ 215,036,000		$ 206,030,000		$ 9,006,000
Balance at Dec. 31, 2016	3,784,999,000	$ 2,483,275,000	812,386,000	$ (14,410,000)	501,161,000	$ 2,399,000	$ 188,000
Balance, Shares at Dec. 31, 2016						239,938,000	18,788,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income	5,861,000			5,847,000	14,000
Common stock dividends	(121,610,000)		(121,610,000)
Conversion of Class B common stock to Class A common stock	0	(58,000)				$ 246,000	$ (188,000)
Conversion of Class B common stock to Class A common stock, Shares						24,612,000	(18,788,000)
Costs incurred for conversion of Class B stock to Class A stock	(9,305,000)	(9,305,000)
Restricted stock and performance shares vested	0	8,000				$ (8,000)
Restricted stock and performance shares vested, Shares						818,000
Repurchase of Class A common stock	(6,082,000)	(6,080,000)				$ (2,000)
Repurchase of Class A common stock, Shares						(272,000)
Exercise of stock options	1,498,000	1,497,000				$ 1,000
Exercise of stock options, Shares						91,000
Issuance of Class A common stock under the deferred compensation plan for non-employee directors	309,000	309,000				$ 0
Issuance of Class A common stock under the deferred compensation plan for non-employee directors, Shares						13,000
Stock-based compensation	26,884,000	26,884,000
Issuance of Class A stock in exchange for Convertible Senior Notes	1,000	1,000				$ 0
Issuance of Class A stock in exchange for Convertible Senior Notes, Shares						0
Exchange of 2006 Class A Common Units for Class A common stock	0	7,287,000			(7,288,000)	$ 1,000
Exchange of 2006 Class A Common Units for Class A common stock, shares						143,000
Exchange of 2006 Class A Common Units for rental property	(12,232,000)	22,805,000			(35,037,000)
Acquisition of partners' noncontrolling interest in consolidated subsidiaries	0	10,931,000			(10,931,000)
Contributions from noncontrolling interests	23,168,000				23,168,000
Distributions to noncontrolling interests	(63,810,000)				(63,810,000)
Balance at Dec. 31, 2017	3,844,717,000	2,537,538,000	896,806,000	(8,563,000)	416,283,000	$ 2,653,000	$ 0
Balance, Shares at Dec. 31, 2017						265,343,000	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings (loss), net of amount attributable to redeemable noncontrolling interest	199,562,000		199,747,000		(185,000)
Other comprehensive income	2,304,000			2,300,000	4,000
Common stock dividends	(48,012,000)		(48,012,000)
Restricted stock and performance shares vested	0	9,000				$ (9,000)
Restricted stock and performance shares vested, Shares						861,000
Repurchase of Class A common stock	$ (6,047,000)	(6,044,000)				$ (3,000)
Repurchase of Class A common stock, Shares	(291,447)					(292,000)
Stock-based compensation	$ 5,219,000	5,219,000
Issuance of Class A stock in exchange for Convertible Senior Notes	11,000	11,000				$ 0
Deconsolidation of a joint venture upon change in control	(133,090,000)				(133,090,000)
Issuance of Class A stock in exchange for Convertible Senior Notes, Shares						1,000
Contributions from noncontrolling interests	4,481,000				4,481,000
Distributions to noncontrolling interests	(16,500,000)				(16,500,000)
Balance at Mar. 31, 2018	3,852,645,000	$ 2,536,715,000	1,048,421,000	(6,143,000)	$ 270,993,000	$ 2,659,000	$ 0
Balance, Shares at Mar. 31, 2018						265,913,000	0
Cumulative Effect of New Accounting Principle in Period of Adoption	120,000		$ (120,000)	$ 120,000
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets	$ 0

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net earnings	$ 199,562,000	$ 40,811,000
Depreciation and amortization	55,285,000	63,555,000
Amortization of mortgage procurement costs	1,306,000	1,222,000
Loss on extinguishment of debt	2,388,000	2,843,000
Net (gain) loss on disposition of interest in development projects, net of tax	(6,227,000)	113,000
Net gain on disposition of full or partial interest in rental properties, net of tax	2,534,000	(9,303,000)
Gains on change in control of interests	(117,711,000)	0
Earnings from unconsolidated entities	2,981,000	(9,278,000)
Equity Method Investment, Realized Gain (Loss) on Disposal	(74,959,000)	(17,701,000)
Stock-based compensation expense	4,264,000	4,864,000
Amortization and mark-to-market adjustments of derivative instruments	(1,436,000)	(816,000)
Operating distributions from unconsolidated entities	11,292,000	17,808,000
Increase in land inventory	(3,034,000)	(6,480,000)
Decrease (increase) in accounts receivable	16,590,000	(5,741,000)
Decrease (increase) in other assets	1,605,000	(171,000)
Decrease in accounts payable, accrued expenses and other liabilities	(59,709,000)	(26,745,000)
Net cash provided by operating activities	34,731,000	54,981,000
Cash Flows from Investing Activities
Capital expenditures	(67,309,000)	(96,685,000)
Payment of lease procurement costs	(3,441,000)	(1,842,000)
Increase in notes receivable	(12,251,000)	(6,768,000)
Proceeds from deconsolidation of a rental property	24,000,000	0
Proceeds from disposition of rental properties or development project	157,992,000	25,796,000
Contributions to unconsolidated entities	(26,892,000)	(28,351,000)
Distributions from unconsolidated entities	167,715,000	24,893,000
Net cash provided by (used in) investing activities	239,814,000	(82,957,000)
Cash Flows from Financing Activities
Proceeds from nonrecourse mortgage debt and notes payable	148,548,000	55,691,000
Principal payments on nonrecourse mortgage debt and notes payable	(45,807,000)	(33,306,000)
Payment of deferred financing costs	(2,523,000)	(96,000)
Repurchase of Class A common stock	(6,047,000)	(3,436,000)
Exercise of stock options	0	425,000
Dividends paid to stockholders	(48,012,000)	(23,441,000)
Contributions from noncontrolling interests	4,481,000	12,117,000
Distributions to noncontrolling interests	(16,300,000)	(15,119,000)
Net cash provided by (used in) financing activities	34,340,000	(7,165,000)
Net increase (decrease) in cash, cash equivalents and restricted cash	308,885,000	(35,141,000)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at beginning of period	350,391,000	323,919,000
Cash and Cash Equivalents, at Carrying Value at beginning of period	204,260,000	174,619,000
Restricted Cash and Cash Equivalents at beginning of period	146,131,000	149,300,000
Cash and Cash Equivalents, at Carrying Value at end of period	455,447,000	146,426,000
Restricted Cash and Cash Equivalents at end of period	203,829,000	142,352,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at end of period	$ 659,276,000	$ 288,778,000

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Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Accounting Policies

Accounting Policies

General

Forest City Realty Trust, Inc. (with its subsidiaries, the “Company”) principally engages in the operation, development, management and acquisition of office, apartment and retail real estate and land throughout the United States. The Company had approximately $8.0 billion of consolidated assets in19states and the District of Columbia at March 31, 2018. The Company’s core markets include Boston, Chicago, Dallas, Denver, Los Angeles, Philadelphia, and the greater metropolitan areas of New York City, San Francisco and Washington D.C. The Company has regional offices in Boston, Dallas, Denver, Los Angeles, New York City, San Francisco, Washington, D.C., and the Company’s corporate headquarters in Cleveland, Ohio.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2017. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In management’s opinion, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of financial position, results of operations and cash flows as of and for the periods presented have been included.

Company Operations

The Company is organized as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. The Company holds substantially all of its assets, and conducts substantially all of its business, through Forest City Enterprises, L.P. (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership and, as of March 31, 2018, owns all of the limited partnership interests directly or indirectly in the Operating Partnership.

The Company holds and operates certain of its assets through one or more taxable REIT subsidiaries (“TRSs”). A TRS is a subsidiary of a REIT subject to applicable corporate income tax. The Company’s use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and allows the Company to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. The primary businesses held in TRSs during 2018 include 461 Dean Street (sold in March 2018), an apartment building in Brooklyn, New York, Antelope Valley Mall (sold in January 2018), Mall at Robinson (sold in February 2018) and Charleston Town Center, regional malls in Palmdale, California, Pittsburgh, Pennsylvania and Charleston, West Virginia, respectively, Pacific Park Brooklyn project and land development operations. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to other subsidiaries, including qualified REIT subsidiaries.

Segments

The Company is organized around real estate operations, real estate development and corporate support service functions.

Real Estate Operations represents the performance of the Company’s core rental real estate portfolio and is comprised of the following reportable operating segments:

• Office - owns, acquires and operates office and life science buildings.

• Apartments -owns, acquires and operates upscale and middle-market apartments and adaptive re-use developments.

• Retail -owns, acquires and operates amenity retail within our mixed-use properties, and remaining regional malls and specialty/urban retail centers.

The remaining reportable operating segments consist of the following:

• Development - develops and constructs office and life science buildings, apartments, condominiums, amenity retail and mixed-use projects. The Development segment includes recently opened operating properties prior to stabilization and the horizontal development and sale of land to residential, commercial and industrial customers primarily at its Stapleton project in Denver, Colorado.

• Corporate - provides executive oversight and various support services for Operations, Development and Corporate employees.

Segment Transfers

The Development segment includes projects in development and projects under construction along with recently opened operating properties prior to stabilization. Projects are reported in their applicable operating segment (Office, Apartments or Retail) beginning on January 1 of the year following stabilization. Therefore, the Development segment will continue to report results from recently opened properties until the year-end following initial stabilization. The Company generally defines stabilized properties as achieving 92% or greater occupancy or having been open and operating for one or two years, depending on the size of the project. Once a stabilized property is transferred to the applicable Operations segment on January 1, it will be considered “comparable” beginning on the following January 1, as that will be the first time the property is stabilized in each period presented.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. Some of the critical estimates made by the Company include, but are not limited to, determination of the primary beneficiary of variable interest entities (“VIEs”), estimates of useful lives for long-lived assets, reserves for collection on accounts and notes receivable and other investments, gain on change of control of interests, impairment of real estate and other-than-temporary impairments on equity method investments. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current year’s presentation as a result of adopting new accounting guidance on the classification and presentation of changes in restricted cash on the statement of cash flows.

Variable Interest Entities

As of March 31, 2018, the Company determined it was the primary beneficiary of 43 VIEs. The creditors of the consolidated VIEs do not have recourse to the Company’s general credit. As of March 31, 2018, the Company determined it was not the primary beneficiary of 36 VIEs and accounts for these interests as equity method investments. The maximum exposure to loss of these unconsolidated VIEs is limited to the Company’s investment balance of $173,000,000 as of March 31, 2018.

In January 2018, our 50% noncontrolling partner at Bayside Village, an apartment community in San Francisco, CA, closed on a transaction where they sold the majority of their 50% ownership interest to an unrelated third party. Prior to this transaction, the Company fully consolidated the property, as the outside partner, in accordance with the partnership agreement, lacked any substantive participating rights. Thus, Bayside Village was presented as a VIE in the parenthetical VIE balances in the Consolidated Balance Sheets. Simultaneously with the sale, the Company amended the partnership agreement to grant substantive participating rights to the new outside partner. The property is adequately capitalized and no longer contains characteristics of a VIE. Based on the substantive participating rights held by the new outside partner, the Company concluded it is appropriate to deconsolidate the entity and account for the Company’s 50% investment in the property using the equity method of accounting. As a result, the Company removed approximately $415,000,000 of real estate, net, $127,000,000 of nonrecourse mortgage debt, net, and $23,300,000 of accounts payable, accrued expenses and other liabilities from the Consolidated Balance Sheet line items and corresponding parenthetical VIE balances.

New Accounting Guidance

The following accounting pronouncements were adopted during the three months ended March 31, 2018:

In May 2014, the FASB issued an amendment to the accounting guidance for revenue from contracts with customers. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance defines steps an entity should apply to achieve the core principle. The Company adopted this guidance as of January 1, 2018 using the modified retrospective method and therefore, the comparative information has not been adjusted. The guidance has been applied to contracts that are not completed as of the date of initial application. Rental revenue and tenant recoveries from lease contracts represents a significant portion of the Company’s total revenues and is a specific scope exception provided by this guidance. The adoption of this guidance did not result in a material impact on the Company’s consolidated financial statements or disclosures.

In November 2016, the FASB issued an amendment to the accounting guidance on the classification and presentation of changes in restricted cash on the statement of cash flows. The guidance requires restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the statement of cash flows. The Company adopted this guidance as of January 1, 2018 using the retrospective transition method. The adoption of this guidance significantly increased the combined beginning and ending period cash, cash equivalents and restricted cash balances as of each period presented and removed the effects of the change in restricted cash as previously presented in Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2017.

In February 2017, the FASB issued an amendment to the accounting guidance on the derecognition of nonfinancial assets. The guidance clarifies the definition of an in substance nonfinancial asset and the recognition of gains and losses from the transfer of nonfinancial assets and for partial sales of nonfinancial assets, which includes real estate. We elected the practical expedient to not apply the guidance on completed contracts. A completed contract is one in which “substantially all” of the revenue from the contract was recognized under the previous accounting guidance. The Company adopted this guidance using the modified retrospective method on January 1, 2018.

In August 2017, the FASB issued an amendment to the accounting guidance on derivatives and hedging activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The Company early adopted this guidance on January 1, 2018, using the modified retrospective method requiring a cumulative effect adjustment of $120,000 to recognize the initial application of this guidance as an adjustment to accumulated other comprehensive income and a corresponding adjustment to beginning retained earnings.

The following new accounting pronouncements will be adopted on their respective effective dates:

In February 2016, the FASB issued an amendment to the accounting guidance on leases. This guidance sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to the current guidance for operating leases. The new guidance requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The guidance is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. The new guidance supersedes the previous leases accounting standard. The guidance is effective on January 1, 2019. The adoption of the new guidance is expected to have an impact on the consolidated financial statements as the Company has material ground lease arrangements, as well as other lease agreements. In addition, the Company believes it will be precluded from capitalizing its internal leasing costs, as the costs are not expected to be directly incremental to the successful execution of a lease, as required by the new guidance. The Company has completed an inventory of its lease agreements in which the Company is a lessee and is gathering the necessary information to determine the right of use asset and related lease liability. The Company intends to use the practical expedients available to lessees upon adoption. For leases in which the Company is the lessor, the Company is in the process of analyzing the various revenue streams from its lease agreements to determine the lease and non-lease components based on the applicable performance obligation associated with the consideration received.

On March 28, 2018, the FASB tentatively approved targeted improvements to the Leases standard that provides lessors with a practical expedient by class of underlying assets to not separate non-lease components from the lease component. Such practical expedient is limited to circumstances in which (i) the timing and pattern of transfer for the non-lease component and the related lease component are the same and (ii) the stand-alone lease component would be classified as an operating lease if accounted for separately. The Company will elect the practical expedient which would allow the Company the ability to account for the combined component based on its predominant characteristic if the underlying asset meets the two criteria defined above.

Recognition of Revenues

The Company has adopted new accounting guidance for revenue from contracts with customers on January 1, 2018. The adoption of this guidance did not result in a material impact on the Company’s consolidated financial statements at adoption and at March 31, 2018. The following is disclosure of the Company’s revenue recognition policies.

Rental – Lease terms in office buildings, retail centers and certain parking facilities generally range from 1 to 30 years, excluding leases with certain anchor tenants, which typically are longer. Minimum rents are recognized on a straight-line basis over the non-cancelable term of the lease, which include the effects of applicable rent steps and rent abatements. Overage rents are recognized after sales thresholds have been achieved. Apartment lease terms are generally one year.

Tenant Recoveries – Reimbursements from office, apartments and retail tenants for common area maintenance, taxes, insurance, utilities and other property operating expenses as defined in the lease agreements are recognized in the period the applicable costs are incurred.

Service and Management Fees – Management fee revenue in the Office, Apartment and Retail segments is a series of distinct services required to operate a property’s day to day activities with the same pattern of transfer to the customer satisfied over time. Management fee revenue is billed to the customer and recognized as revenue on a monthly basis as management services are rendered. Service fee revenue in the Office, Apartment and Retail segments primarily from leasing, financing, and other real estate services are distinct services billed and recognized in the period the Company’s performance obligation is satisfied. Development fee revenue on long-term fixed-price contracts or cost plus fee contracts are recognized as the Company’s performance obligation is satisfied. We apply the practical expedient and, as a result, do not disclose variable consideration attributable to wholly or partially unsatisfied performance obligations as of the end of the reporting period. 

Parking and Other – Revenues derived from monthly and transient tenant parking and other revenue relates primarily to the Office and Apartment segment and is recognized in the period the Company’s performance obligation is satisfied.

Land Sales – Sales of land to residential, commercial and industrial customers, primarily at the Company’s Stapleton project in the Development segment, and sales of commercial outlots adjacent to the Company’s operating property portfolio primarily in the Retail segment are recognized at closing or upon completion of all conditions precedent to the sales contract (whichever is later).

Historic, New Market and Low Income Housing Tax Credit Entities

The Company invests in properties that have received, or the Company believes are entitled to receive, historic preservation tax credits on qualifying expenditures under Internal Revenue Code (“IRC”) section 47, low income housing tax credits on new construction and rehabilitation of existing buildings as low income rental housing under IRC section 42, and new market tax credits on qualifying investments in designated community development entities (“CDEs”) under IRC section 45D, as well as various state credit programs, which entitles the members to tax credits based on qualified expenditures at the time those qualified expenditures are placed in service (collectively “Tax Credits”). The Company typically enters into these investments with sophisticated financial investors. In exchange for the financial investors’ initial contribution into the investment, the financial investor is entitled to substantially all of the benefits derived from the tax credit. Typically, these arrangements have put/call provisions whereby the Company may be obligated (or entitled) to repurchase the financial investors’ interest. The Company has consolidated each of these entities in its consolidated financial statements and has included these investor contributions in accounts payable, accrued expenses and other liabilities.

The Company guarantees to the financial investor that in the event of a subsequent recapture by a taxing authority due to the Company’s noncompliance with applicable tax credit guidelines, it will indemnify the financial investor for any recaptured tax credits. The Company initially records a contract liability for the cash received from the financial investor, which represents consideration received prior to transferring services. The Company’s performance obligation is to comply with the recapture rules of the specified tax credit over the recapture period, which is in its control. The financial investor is simultaneously receiving and consuming the benefits provided by the Company’s performance as it complies with the recapture period. Therefore, the Company recognizes revenue in the amount of the contract liability on a straight-line basis over the tax credit recapture period, which range from 0 to 15 years. Income related to the sale of tax credits is recorded in interest and other income within the Corporate segment.

The following table summarizes the Tax Credit contract liabilities:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Beginning balance	$	60,851		$	50,790
Tax credit revenue	(3,303		)	(2,845		)
Tax credit contribution	—			1,294
Ending balance	$	57,548		$	49,239

Related Party Transactions

The Company and certain of its affiliates entered into a Master Contribution and Sale Agreement (the “Master Contribution Agreement”) with Bruce C. Ratner (“Mr. Ratner”), Executive Vice President at the time of the transaction and currently Chairman of Forest City Ratner Companies, and certain entities and individuals affiliated with Mr. Ratner (the “BCR Entities”) in August 2006 to purchase their interests in a total of 30 retail, office and apartment operating properties and service companies in the Greater New York City metropolitan area. The Company issued Class A Common Units (“2006 Units”) in a jointly-owned, limited liability company in exchange for their interests. The 2006 Units may be exchanged for one of the following forms of consideration at the Company’s sole discretion: (i) an equal number of shares of the Company’s Class A common stock or, (ii) cash based on a formula using the average closing price of the Class A common stock at the time of conversion or, (iii) a combination of cash and shares of the Company’s Class A common stock. If the Company elects to pay cash as full or partial consideration in exchange for 2006 Units, the exchanging unit holder(s) may elect to redeem such 2006 Units for an in-kind distribution of one or more properties in lieu of cash, provided certain conditions set forth under the Exchange Rights Agreement adopted pursuant to the Master Contribution Agreement are met.   The Company may, in its sole discretion, elect not to proceed with an in-kind redemption if the Company determines in good faith that the Company will suffer any adverse effects from proceeding with the in-kind redemption. The Company has no rights to redeem or repurchase the 2006 Units. Pursuant to the Master Contribution Agreement, certain projects under development would remain owned jointly until each project was completed and achieved “stabilization.” Upon stabilization, each project would be valued and the Company, in its discretion, would choose among various ownership options for the project. As of March 31, 2018, air rights for any future residential vertical development at East River Plaza, a specialty retail center in Manhattan, New York, remains the only development asset subject to this agreement.

In connection with the Master Contribution Agreement, the parties entered into the Tax Protection Agreement (the “Tax Protection Agreement”). The Tax Protection Agreement indemnified the BCR Entities included in the initial closing against taxes payable by reason of any subsequent sale of certain operating properties and expires in November 2018.

Pursuant to the Master Contribution Agreement, 2006 Units not exchanged are entitled to a distribution preference payment equal to the dividends paid on an equivalent number of shares of the Company’s common stock. The Company recorded $200,000 and $172,000 during the three months ended March 31, 2018 and 2017, respectively, related to the distribution preference payment, which is classified as noncontrolling interest expense on the Company’s Consolidated Statement of Operations.

In March 2017, certain BCR Entities exchanged 142,879 of the 2006 Units. The Company issued 142,879 shares of its Class A common stock for the exchanged 2006 Units. The Company accounted for the exchange as a purchase of noncontrolling interests, resulting in a reduction of noncontrolling interests of $7,288,000, an increase to Class A common stock of $1,000 and a combined increase to additional paid-in capital of $7,287,000, accounting for the fair value of common stock issued and the difference between the fair value of consideration exchanged and the historical cost basis of the noncontrolling interest balance. At March 31, 2018 and December 31, 2017, 1,111,044 of the 2006 Units were outstanding.

As a result of the January 2017 sale of Shops at Bruckner Boulevard, an unconsolidated specialty retail center in Bronx, New York, the Company accrued $482,000 related to a tax indemnity payment due to the BCR Entities in accordance with the terms of the Tax Protection Agreement during the three months ended March 31, 2017.

Other Related Party Transactions

In December 2016, the Company’s Board of Directors approved, and the Company entered into a reclassification agreement, with RMS Limited Partnership (“RMS”), the former controlling stockholder of the Company's Class B shares (the “Reclassification Agreement”). The Reclassification Agreement provided that, at the Effective Time, as defined in the Reclassification Agreement, following the satisfaction of the conditions thereto, each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time would be reclassified and exchanged into 1.31 shares of Class A Common Stock, with a right to cash in lieu of fractional shares (the “Reclassification”). At the Company’s Annual Meeting of Stockholders held on June 9, 2017, the stockholders approved the Reclassification. See Note I – Capital Stock for additional information.

In October 2016, the Company entered into a Reimbursement Agreement with RMS (the “Reimbursement Agreement”). The Company agreed to reimburse RMS (together with its officers, directors, employees, beneficiaries, trustees, representatives and agents)(“Reimbursed Persons”) for reasonable and documented fees and out-of-pocket expenses of RMS’s financial, legal and public relations advisors incurred in evaluating and negotiating the Reclassification. In addition, the Company agreed to reimburse the Reimbursed Persons for (i) reasonable costs and expenses incurred in connection with any Proceeding (as defined in the Reimbursement Agreement) to which such Reimbursed Person is a party or otherwise involved in and (ii) any losses, damages or liabilities actually and reasonably suffered or incurred in any such Proceeding by a Reimbursed Person. Amounts incurred subject to the Reimbursement Agreement were approximately $50,000 for the three months ended March 31, 2017.

In March, 2018, the Company entered into agreements with Starboard Value LP ("Starboard"), which owned approximately 3.0% of the Company’s outstanding shares, Scopia Capital Management LP ("Scopia"), which owned approximately 8.3%, to reimburse Starboard and Scopia for their reasonable, documented out-of-pocket fees and expenses incurred in connection with their involvement at the Company, including, but not limited to the negotiation and the execution of their respective stockholder agreements with the Company, provided that such reimbursement will not exceed $200,000 in the aggregate for either Starboard or Scopia. In April 2018, the Company reimbursed Starboard in the amount of $188,000.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of unrealized losses on interest rate swaps accounted for as cash flow hedges (including unrealized losses on interest rate swaps accounted for as hedges held by certain of the Company’s equity method investees), net of noncontrolling interest. Accumulated other comprehensive loss was $6,143,000 and $8,563,000 at March 31, 2018 and December 31, 2017, respectively. See Note G– Derivative Instruments and Hedging Activities for detailed information on gains and losses recognized in and reclassified from accumulated other comprehensive loss.

Organizational Transformation and Termination Benefits

The following table summarizes the components of organizational transformation and termination benefits and are reported in the Corporate Segment:

	Three Months Ended March 31,
	2018		2017
	(in thousands)
Termination benefits	$	4,647	$	4,152
Strategic alternative costs	11,303		—
Shareholder activism costs	—		373
Total	$	15,950	$	4,525

For the periods presented, the Company experienced workplace reductions and recorded the associated termination benefits expenses (outplacement and severance payments based on years of service and other defined criteria) for each occurrence. The Company records a severance liability during the period in which costs are estimable and notification has been communicated to affected employees.

Strategic alternative costs consist primarily of professional fees (legal and investment banking advisors) incurred related to the Company’s Board of Directors’ process to consider a broad range of alternatives to enhance stockholder value, including, but not limited to, an accelerated and enhanced operating plan, structural alternatives for the Company’s assets, and potential merger, acquisition or sale transactions.

Shareholder activism costs are comprised of advisory, legal and other professional fees associated with activism matters.

The following table summarizes the activity in the accrued severance balance for termination benefits:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Accrued severance benefits, beginning balance	$	13,974		$	9,969
Termination benefits expense	4,647			4,152
Payments	(7,277		)	(5,063		)
Accrued severance benefits, ending balance	$	11,344		$	9,058

Supplemental Non-Cash Disclosures

The following table summarizes the impact to the applicable balance sheet line items as a result of various non-cash transactions. Non-cash transactions primarily include dispositions of operating properties whereby the nonrecourse mortgage debt is assumed by the buyer or otherwise extinguished at closing, exchanges of 2006 Units or senior notes for Class A common stock, changes in consolidation methods of fully consolidated properties due to the occurrence of triggering events including, but not limited to, disposition of a partial interest in rental properties or change in control transactions, change in construction payables and other capital expenditures, notes receivable from the sale of rental properties and capitalization of stock-based compensation granted to employees directly involved with the development and construction of real estate.

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Non-cash changes to balance sheet - Investing Activities
Projects under construction and development	$	1,698		$	7,513
Completed rental properties	(416,023		)	(60,956		)
Notes receivable	51,929			2,000
Investments in and advances to affiliates - due to dispositions or change in control	174,814			(2,890		)
Investments in and advances to affiliates - other activity	3,329			166
Total non-cash effect on investing activities	$	(184,253	)	$	(54,167	)
Non-cash changes to balance sheet - Financing Activities
Nonrecourse mortgage debt and notes payable, net	$	(135,123	)	$	(46,907	)
Convertible senior debt, net	(11		)	—
Class A common stock	—			1
Additional paid-in capital	966			9,779
Noncontrolling interest	(133,286		)	(7,456		)
Total non-cash effect on financing activities	$	(267,454	)	$	(44,583	)

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Notes Receivable

3 Months Ended

Mar. 31, 2018

Notes Receivable [Abstract]

Notes receivables

Notes Receivable

The following table summarizes the Company’s interest bearing notes receivable:

	March 31, 2018		December 31, 2017		Maturity Date	Weighted Average Interest Rate
	(in thousands)
Stapleton advances	$	135,318	$	128,676	Various	8.53%
The Nets sale	125,100		125,100		January 2021	4.50%
Barclays Center sale	92,600		92,600		January 2019	4.50%
QIC (Regional Mall dispositions)	88,864		36,935		April 2019	4.25%
Other	17,187		15,474		Various	4.84%
Total	$	459,069	$	398,785

On April 2, 2018, the Company completed the sale of Westchester’s Ridge Hill, a regional mall in Yonkers, New York, to Queensland Investment Company (“QIC”). In connection with the sale, the Company provided $61,136,000 in seller financing. Including the 2018 and 2017 QIC seller financings summarized in the above table, the total QIC note receivable amounts to $150,000,000, subsequent to the Westchester’s Ridge Hill sale.

In April 2018, the owners of the Brooklyn Nets closed on a partial sale of interest in the Nets. In accordance with the Promissory Note governing the Company’s Nets note receivable, the note receivable, including unpaid accrued interest, was repaid in full on April 11, 2018.

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Nonrecourse Mortgage Debt and Notes Payable, Net

3 Months Ended

Mar. 31, 2018

Nonrecourse Mortgage Debt and Notes Payable, Net [Abstract]

Nonrecourse Mortgage Debt and Notes Payable, Net

Nonrecourse Mortgage Debt and Notes Payable, Net

The following table summarizes the nonrecourse mortgage debt and notes payable, net maturities as of March 31, 2018:

Years Ending December 31,
	(in thousands)
2018	$	381,036
2019	361,443
2020	244,138
2021	195,012
2022	205,260
Thereafter	1,612,550
	2,999,439
Net unamortized mortgage procurement costs	(32,241		)
Total	$	2,967,198

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Revolving Credit Facility

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Revolving Credit Facility

Revolving Credit Facility

The Company’s Revolving Credit Agreement provides for total available borrowings of $600,000,000 and contains an accordion provision, subject to bank approval, allowing the Company to increase total available borrowings to $750,000,000 (“Revolving Credit Facility”).

The Revolving Credit Facility matures in November 2019, and provides for twosix-month extension periods, subject to certain conditions. Borrowings bear interest at the Company’s option at either London Interbank Offered Rate (“LIBOR”) (1.88% at March 31, 2018) plus a margin of 1.15% - 1.85% (1.20% at March 31, 2018) or the Prime Rate (4.75% at March 31, 2018) plus a margin of 0.15% - 0.85% (0.20% at March 31, 2018). In addition, the Revolving Credit Facility is subject to an annual facility fee of 0.20% - 0.35% (0.20% at March 31, 2018) of total available borrowings. Up to $150,000,000 of the available borrowings can be used for letters of credit. The applicable margins and annual facility fee are based on the Company’s total leverage ratio (adjusted quarterly, if applicable).

The Revolving Credit Facility has restrictive covenants, including a prohibition on certain types of dispositions, mergers, consolidations, and limitations on lines of business the Company is allowed to conduct. Additionally, the Revolving Credit Facility contains financial covenants, including the maintenance of a maximum total leverage ratio, maximum secured and unsecured leverage ratios, maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, and a minimum unencumbered interest coverage ratio (all as specified in the Revolving Credit Agreement). At March 31, 2018, the Company was in compliance with all of these financial covenants.

The following table summarizes available credit on the Revolving Credit Facility:

	March 31, 2018			December 31, 2017
	(in thousands)
Total available borrowings	$	600,000		$	600,000
Less:
Outstanding borrowings	—			—
Outstanding letters of credit	(23,136		)	(36,439		)
Available credit	$	576,864		$	563,561

As of March 31, 2018 and December 31, 2017, unamortized debt issuance costs related to the Revolving Credit Facility of $1,558,000 and $1,798,000, respectively, are included in other assets on the Consolidated Balance Sheets.

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Term Loan, Net

3 Months Ended

Mar. 31, 2018

Term Loan, Net [Abstract]

Term Loan, Net

Term Loan, Net

The Company’s Term Loan Credit Agreement provides a $335,000,000 senior unsecured term loan credit facility (“Term Loan”).

The Term Loan matures in May 2021 and bears interest at the Company’s option at either LIBOR (based on the approximate date of the initial borrowings and adjusted monthly thereafter) (1.66% at March 31, 2018) plus a margin of 1.30% - 2.20% (1.35% at March 31, 2018) or the Prime Rate plus a margin of 0.30% - 1.20% (0.35% at March 31, 2018). The applicable margins are based on the Company’s total leverage ratio. Upon the Company obtaining an investment grade credit rating, established by certain debt rating agencies for the Company’s long term, senior, unsecured non-credit enhanced debt (the “Debt Ratings”), the applicable margin will, at the Company’s election, be based on the Company’s then-current Debt Ratings.

The Term Loan contains identical financial covenants as the Revolving Credit Facility as described in Note D – Revolving Credit Facility. Additionally, the Term Loan contains customary events of default provisions, including failure to pay indebtedness, breaches of covenants and bankruptcy or other insolvency events, which could result in the acceleration of all amounts and cancellation of all commitments outstanding under the Term Loan, as well as customary representations and warranties and affirmative and negative covenants.

The following table summarizes outstanding borrowings of the Term Loan, net:

	March 31, 2018			December 31, 2017
	(in thousands)
Total outstanding borrowings	$	335,000		$	335,000
Net unamortized debt procurement costs	(1,232		)	(1,332		)
Total	$	333,768		$	333,668

Convertible Senior Debt, Net

The following table summarizes the convertible senior debt, net:

	March 31, 2018			December 31, 2017
	(in thousands)
4.250% Notes due 2018	$	73,208		$	73,215
3.625% Notes due 2020	40,017			40,021
	113,225			113,236
Net unamortized debt procurement costs	(484		)	(599		)
Total	$	112,741		$	112,637

All of the senior debt are unsecured senior obligations and rank equally with all existing and future unsecured indebtedness; however, they are effectively subordinated to all existing and future secured indebtedness and other liabilities of the Company’s subsidiaries to the extent of the value of the collateral securing that other debt.

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Convertible Senior Debt, Net

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Convertible Senior Debt, Net

Term Loan, Net

The Company’s Term Loan Credit Agreement provides a $335,000,000 senior unsecured term loan credit facility (“Term Loan”).

The Term Loan matures in May 2021 and bears interest at the Company’s option at either LIBOR (based on the approximate date of the initial borrowings and adjusted monthly thereafter) (1.66% at March 31, 2018) plus a margin of 1.30% - 2.20% (1.35% at March 31, 2018) or the Prime Rate plus a margin of 0.30% - 1.20% (0.35% at March 31, 2018). The applicable margins are based on the Company’s total leverage ratio. Upon the Company obtaining an investment grade credit rating, established by certain debt rating agencies for the Company’s long term, senior, unsecured non-credit enhanced debt (the “Debt Ratings”), the applicable margin will, at the Company’s election, be based on the Company’s then-current Debt Ratings.

The Term Loan contains identical financial covenants as the Revolving Credit Facility as described in Note D – Revolving Credit Facility. Additionally, the Term Loan contains customary events of default provisions, including failure to pay indebtedness, breaches of covenants and bankruptcy or other insolvency events, which could result in the acceleration of all amounts and cancellation of all commitments outstanding under the Term Loan, as well as customary representations and warranties and affirmative and negative covenants.

The following table summarizes outstanding borrowings of the Term Loan, net:

	March 31, 2018			December 31, 2017
	(in thousands)
Total outstanding borrowings	$	335,000		$	335,000
Net unamortized debt procurement costs	(1,232		)	(1,332		)
Total	$	333,768		$	333,668

Convertible Senior Debt, Net

The following table summarizes the convertible senior debt, net:

	March 31, 2018			December 31, 2017
	(in thousands)
4.250% Notes due 2018	$	73,208		$	73,215
3.625% Notes due 2020	40,017			40,021
	113,225			113,236
Net unamortized debt procurement costs	(484		)	(599		)
Total	$	112,741		$	112,637

All of the senior debt are unsecured senior obligations and rank equally with all existing and future unsecured indebtedness; however, they are effectively subordinated to all existing and future secured indebtedness and other liabilities of the Company’s subsidiaries to the extent of the value of the collateral securing that other debt.

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Risk Management Objective of Using Derivatives

The Company maintains an overall interest rate risk management strategy using derivative instruments to minimize significant unplanned impact on earnings and cash flows caused by interest rate volatility. The strategy uses interest rate swaps and caps having indices related to the pricing of specific liabilities. The Company enters into interest rate swaps to convert floating-rate debt to fixed-rate long-term debt, and vice-versa, depending on market conditions. Interest rate swaps are generally for periods of one to ten years. Interest rate caps are generally for periods of one to three years. The use of interest rate caps is consistent with the Company’s risk management objective to reduce or eliminate exposure to variability in future cash flows primarily attributable to increases in interest rates on its floating-rate debt.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements. The Company primarily uses interest rate caps and swaps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated OCI and is subsequently reclassified into earnings during the period the hedged forecasted transaction affects earnings. As of March 31, 2018, the Company expects it will reclassify amounts recorded in accumulated OCI into earnings as an increase in interest expense of approximately $2,703,000 within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

Fair Value Hedges of Interest Rate Risk

The Company enters into total rate of return swaps (“TROR”) on various tax-exempt fixed-rate borrowings. The TROR convert borrowings from a fixed rate to a variable rate. The TROR requires the payment of a variable interest rate, generally equivalent to the Securities Industry and Financial Markets Association (“SIFMA”) rate (1.58% at March 31, 2018) plus a spread. Additionally, the Company has guaranteed the fair value of the underlying borrowings. Fluctuation in the value of the TROR is offset by the fluctuation in the value of the underlying borrowings, resulting in minimal financial impact. At March 31, 2018, the aggregate notional amount of TROR designated as fair value hedging instruments is $597,166,000. The underlying TROR borrowings are subject to a fair value adjustment.

The following amounts were recored on the Consolidated Balance Sheets in nonrecourse mortgage debt and notes payable, net related to the hedged borrowings in fair value hedges:

	March 31, 2018			December 31, 2017
	(in thousands)
Carrying amount of underlying borrowings	$	597,166		$	605,036
Cumulative fair value adjustments to underlying borrowings	(1,241		)	3,210
Fair value of underlying borrowings	$	595,925		$	608,246

Nondesignated Hedges of Interest Rate Risk

The Company uses derivative contracts to hedge certain interest rate risk, even though the contracts do not qualify for, or the Company has elected not to apply, hedge accounting. In these situations, the derivative is recorded at its fair value with changes reflected in earnings.

The Company has certain undesignated TROR where the associated debt is held by an unconsolidated affiliate or unrelated third parties. The change in fair value of these TROR is recognized in earnings. At March 31, 2018, the aggregate notional amount of these TROR is $180,461,000.

In instances where the Company enters into separate derivative instruments effectively hedging the same debt for consecutive annual periods, the duplicate amount of notional is excluded from the following disclosure in an effort to provide information that enables the financial statement user to understand the Company’s volume of derivative activity.

The following table summarizes the fair values and location in the Consolidated Balance Sheets of all derivative instruments:

	Fair Value of Derivative Instruments
	Asset Derivatives (included in Other Assets)				Liability Derivatives (included in Accounts Payable, Accrued Expenses and Other Liabilities)
	Current Notional		Fair Value		Current Notional		Fair Value
	(in thousands)
	March 31, 2018
Derivatives Designated as Hedging Instruments
Interest rate swaps	$	63,153	$	1,656	$	33,906	$	301
TROR	281,151		1,328		316,015		2,569
Total	$	344,304	$	2,984	$	349,921	$	2,870
Derivatives Not Designated as Hedging Instruments
Interest rate caps	$	69,518	$	—	$	—	$	—
TROR	89,209		2,677		91,252		9,793
Total	$	158,727	$	2,677	$	91,252	$	9,793
	December 31, 2017
Derivatives Designated as Hedging Instruments
Interest rate swaps	$	63,372	$	1,129	$	34,078	$	863
TROR	369,021		3,862		236,015		652
Total	$	432,393	$	4,991	$	270,093	$	1,515
Derivatives Not Designated as Hedging Instruments
Interest rate caps	$	69,518	$	—	$	—	$	—
TROR	100,466		4,107		36,280		11,330
Total	$	169,984	$	4,107	$	36,280	$	11,330

The following table summarizes the impact of gains and losses related to derivative instruments designated as cash flow hedges on accumulated other comprehensive income:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Gain on interest rate contracts recognized in Accumulated OCI	$	1,216		$	241
Loss on interest rate contracts reclassified from Accumulated OCI to the Statements of Operations
Interest expense	$	(581	)	$	(763	)
Earnings (loss) from unconsolidated entities	(507		)	(709		)
	$	(1,088	)	$	(1,472	)

The following table summarizes the impact of gains and losses related to cash flow and fair value hedging relationships in the Consolidated Statements of Operations:

		Three Months Ended March 31,
	Location on Consolidated Statements of Operations	2018			2017
Cash Flow Hedging Relationships		(in thousands)
Loss on interest rate contracts reclassified from Accumulated OCI	Interest expense	$	(581	)	$	(763	)
Fair Value Hedging Relationships
Gain (loss) on TROR	Interest expense	$	(4,451	)	$	5,351
Gain (loss) on underlying borrowings	Interest expense	4,451			(5,351		)
Total Fair Value Hedging Relationships		$	—		$	—

The following table summarizes the impact of gains and losses related to derivative instruments not designated as cash flow hedges or fair value hedges in the Consolidated Statements of Operations:

		Net Gain (Loss) Recognized
		Three Months Ended March 31,
	Location on Consolidated Statements of Operations	2018		2017
Derivatives Not Designated as Hedging Instruments		(in thousands)
Interest rate caps and interest rate swaps	Interest expense	$	—	$	(107	)
TROR	Interest expense	1,224		1,498
Total		$	1,224	$	1,391

Credit-risk-related Contingent Features

The principal credit risk of the Company’s interest rate risk management strategy is the potential inability of a counterparty to cover its obligations. If a counterparty fails to fulfill its obligation, the risk of loss approximates the fair value of the derivative. To mitigate this exposure, the Company generally purchases derivative financial instruments from the financial institution that issues the related debt, from financial institutions with which the Company has other lending relationships, or from financial institutions with a minimum credit rating of BBB+, at the time of the transaction.

Agreements with derivative counterparties contain provisions under which the counterparty could terminate the derivative obligations if the Company defaults on its obligations under the Revolving Credit Agreement and designated conditions are fulfilled. In instances where the Company’s subsidiaries have derivative obligations secured by a mortgage, the derivative obligations could be terminated if the indebtedness between the two parties is terminated, either by loan payoff or default of the indebtedness. In addition, certain subsidiaries have agreements containing provisions whereby the subsidiaries must maintain certain minimum financial ratios. As of March 31, 2018, the Company does not have any derivative contracts containing credit-risk related contingent features, such as a credit rating downgrade, that may trigger collateral to be posted with a counterparty.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Value Measurements on a Recurring Basis

The Company’s financial assets consist of interest rate caps, interest rate swaps and TROR with positive fair values included in other assets. The Company’s financial liabilities consist of interest rate swaps and TROR with negative fair values included in accounts payable, accrued expenses and other liabilities and borrowings subject to TROR included in nonrecourse mortgage debt and notes payable, net.

The following table summarizes information about financial assets and liabilities measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	March 31, 2018
	Level 1		Level 2			Level 3			Total
	(in thousands)
Interest rate swaps (assets)	$	—	$	1,656		$	—		$	1,656
Interest rate swaps (liabilities)	—		(301		)	—			(301		)
TROR (assets)	—		—			4,005			4,005
TROR (liabilities)	—		—			(12,362		)	(12,362		)
Fair value adjustment to the borrowings subject to TROR	—		—			1,241			1,241
Total	$	—	$	1,355		$	(7,116	)	$	(5,761	)
	December 31, 2017
	(in thousands)
Interest rate swaps (assets)	$	—	$	1,129		$	—		$	1,129
Interest rate swaps (liabilities)	—		(863		)	—			(863		)
TROR (assets)	—		—			7,969			7,969
TROR (liabilities)	—		—			(11,982		)	(11,982		)
Fair value adjustment to the borrowings subject to TROR	—		—			(3,210		)	(3,210		)
Total	$	—	$	266		$	(7,223	)	$	(6,957	)

The following table presents a reconciliation of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Net TROR			Fair value adjustment to the borrowings subject to TROR			Total
	(in thousands)
Three Months Ended March 31, 2018
Balance, January 1, 2018	$	(4,013	)	$	(3,210	)	$	(7,223	)
Total realized and unrealized gains (losses):
Included in earnings
Fair market value adjustment	(2,324		)	3,548			1,224
Settlement of TROR designated as fair value hedge	(903		)	903			—
Settlement of TROR not designated as a fair value hedge	(1,117		)	—			(1,117		)
Balance, March 31, 2018	$	(8,357	)	$	1,241		$	(7,116	)
Three Months Ended March 31, 2017
Balance, January 1, 2017	$	(15,573	)	$	7,434		$	(8,139	)
Total realized and unrealized gains (losses):
Included in earnings
Fair market value adjustment	6,849			(5,351		)	1,498
Balance, March 31, 2017	$	(8,724	)	$	2,083		$	(6,641	)

The following table presents quantitative information about the significant unobservable inputs used to estimate the fair value of financial instruments measured on a recurring basis as of March 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value March 31, 2018			Valuation Technique	Unobservable Input	Input Values
	(in thousands)
TROR	$	(8,357	)	Third party bond pricing	Bond valuation	93.73 - 109.14
Fair value adjustment to the borrowings subject to TROR	$	1,241		Third party bond pricing	Bond valuation	93.73 - 101.00

Third party service providers involved in fair value measurements are evaluated for competency and qualifications. Fair value measurements, including unobservable inputs, are evaluated based on current transactions and experience in the real estate and capital markets.

The impact of changes in unobservable inputs used to determine the fair market value of the credit valuation adjustment, TROR and fair value adjustment to the borrowings subject to TROR are not deemed to be significant.

Fair Value of Other Financial Instruments

The carrying amount of accounts receivable and accounts payable, accrued expenses and other liabilities approximates fair value based upon the short-term nature of the instruments. The carrying amount of notes receivable approximates fair value since the interest rates on these notes approximates current market rates for similar instruments when considering the risk profile and quality of the collateral, if applicable. The Company estimates the fair value of its debt instruments by discounting future cash payments at interest rates the Company believes approximate the current market. Estimated fair value is based upon market prices of public debt, available industry financing data, current treasury rates, recent financing transactions, conversion features on convertible senior debt and loan to value ratios. The fair value of the Company’s debt instruments is classified as Level 3 in the fair value hierarchy.

The following table summarizes the fair value of nonrecourse mortgage debt and notes payable, net (exclusive of the fair value of derivatives), term loan, net and convertible senior debt, net:

	March 31, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Nonrecourse mortgage debt and notes payable, net	$	2,967,198	$	2,948,720	$	2,998,361	$	2,995,559
Term loan, net	333,768		333,857		333,668		333,726
Convertible senior debt, net	112,741		113,525		112,637		130,942
Total	$	3,413,707	$	3,396,102	$	3,444,666	$	3,460,227

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Capital Stock

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Capital Stock

Capital Stock

Share Repurchase Authorization

On March 22, 2018, the Board approved an increase in the Company's existing $100,000,000 share repurchase program to an aggregate total of $400,000,000. The shares may be repurchased, in light of prevailing market and economic conditions, to take advantage of investment opportunities at times when the Board and Company management believe the market price of the common stock does not accurately reflect the underlying value of the Company.

Reclassification Agreement

Pursuant to the Reclassification Agreement, the Board submitted a proposal for stockholder approval to eliminate the dual-class share structure at the Company’s 2017 Annual Meeting of Stockholders. This proposal was approved by the stockholders at the Company’s Annual Meeting of Stockholders on June 9, 2017 and became effective following the market close on June 12, 2017. As a result, each of the 18,788,163 shares of Class B common stock issued and outstanding immediately prior to the Effective Time were reclassified into 1.31 shares of Class A common stock. As such, 24,612,495 additional shares of Class A common stock were issued to the prior Class B common stockholders. Upon completion of this transaction, all outstanding shares of common stock are entitled to one vote per share on all matters brought to the Company’s stockholders, including but not limited to, the election of the entire Board of Directors.

During the three months ended March 31, 2017, certain professional and consulting fees, including investment banking success fees, incurred directly related to the stock conversion were recorded as a $604,000 reduction to additional paid-in capital, in accordance with applicable accounting requirements when raising permanent equity. Amounts include costs paid on behalf of RMS in accordance with the Reimbursement Agreement. See the “Other Related Party Transactions” section of Note A – Accounting Policies for detailed information on the Reimbursement Agreement.

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Dividends

3 Months Ended

Mar. 31, 2018

Dividends [Abstract]

Dividends [Text Block]

Dividends

The following table summarizes the quarterly cash dividends declared by the Board of Directors on the Company’s common stock (in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Cash Payment
2018
February 22, 2018	March 5, 2018	March 16, 2018	$	0.18	$	48,012
2017
November 29, 2017	December 20, 2017	December 29, 2017	$	0.14	$	37,344
August 22, 2017	September 5, 2017	September 18, 2017	0.14		37,343
May 17, 2017	June 9, 2017	June 23, 2017	0.09		23,482
March 1, 2017	March 13, 2017	March 27, 2017	0.09		23,441
		Total	$	0.46	$	121,610

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

During the three months ended March 31, 2018, the Company granted 632,869 shares of restricted stock and 217,548 performance shares under the Company’s 1994 Stock Plan. The restricted stock had a fair value of $20.89 per share, based on the closing price of the Class A common stock on the date of grant. The performance shares had a grant-date fair value of $17.44 per share, which was computed using a Monte Carlo simulation.

At March 31, 2018, $19,231,000 of unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 28 months and $8,756,000 of unrecognized compensation cost related to performance shares is expected to be recognized over a weighted-average period of 27 months.

The following table summarizes stock-based compensation costs recognized in the financial statements:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Stock option costs	$	84		$	200
Restricted stock costs	4,037			5,138
Performance share costs	1,098			2,018
Total stock-based compensation costs	5,219			7,356
Less amount capitalized into qualifying real estate projects	(955		)	(2,492		)
Amount charged to operating expenses	4,264			4,864
Depreciation expense on capitalized stock-based compensation	341			215
Total stock-based compensation expense	$	4,605		$	5,079

The amount of grant-date fair value expensed immediately for awards granted to retirement-eligible grantees during the three months ended March 31, 2018 and 2017 was $322,000 and $867,000, respectively.

In connection with the vesting of restricted stock and performance shares during the three months ended March 31, 2018 and 2017, the Company repurchased 291,447 shares and 157,304 shares, respectively, of Class A common stock to satisfy the employees’ related minimum statutory tax withholding requirements. Shares repurchased during the three months ended March 31, 2018 and 2017 were returned to unissued shares with an aggregate cost basis of $6,047,000 and $3,436,000, respectively.

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Write-Offs of Abandoned Development Projects and Demolition Costs

3 Months Ended

Mar. 31, 2018

Write-Offs of Abandoned Development Projects and Demolition Costs [Abstract]

Write-Offs of Abandoned Development Projects and Demolition Costs [Text Block]

Write-Offs of Abandoned Development Projects and Demolition Costs

The Company reviews each project under development to determine whether it is probable the project will be developed. If management determines the project will not be developed, its project costs and other related project exit costs are written off as an abandoned development project cost. The Company abandons projects under development for a number of reasons, including, but not limited to, changes in local market conditions, increases in construction or financing costs or third party challenges related to entitlements or public financing. The Company recorded no write-offs of abandoned development projects and demolition costs during the three months ended March 31, 2018 and 2017, respectively.

The Company incurred $6,218,000 and $351,000 as write-offs of abandoned development projects and demolition costs of unconsolidated entities during the three months ended March 31, 2018 and 2017, respectively, which is included in equity in earnings.

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Impairment of Real Estate and Impairment of Unconsolidated Entities

3 Months Ended

Mar. 31, 2018

Impairment of Real Estate and Impairment of Unconsolidated Entities [Abstract]

Impairment of Real Estate and Impairment of Unconsolidated Entities

Impairment of Real Estate and Impairment of Unconsolidated Entities

Impairment of Real Estate

The Company reviews its real estate for impairment whenever events or changes indicate its carrying value may not be recoverable. In determining whether the carrying costs are recoverable from estimated future undiscounted cash flows, the Company uses various assumptions including future estimated net operating income, estimated holding periods, risk of foreclosure and estimated cash proceeds upon the disposition of the asset. If the carrying costs are not recoverable, the Company records an impairment charge to reduce the carrying value to estimated fair value. The assumptions used to estimate fair value, which are based on current information, are Level 2 or 3 inputs. If the conditions deteriorate or if plans regarding the assets change, additional impairment charges may occur in future periods. There were no impairments of real estate recorded during the three months ended March 31, 2018 or 2017.

Impairment of Unconsolidated Entities

The Company reviews its portfolio of unconsolidated entities for other-than-temporary impairments whenever events or changes indicate its carrying value in the investments may be in excess of fair value. An equity method investment’s value is impaired if management’s estimate of its fair value is less than the carrying value and the difference is deemed to be other-than-temporary. In estimating fair value, assumptions that may be used include comparable sale prices, market discount rates, market capitalization rates and estimated future discounted cash flows specific to the geographic region and property type, all of which are considered Level 3 inputs. For recently opened properties, assumptions also include the timing of initial property lease up. In the event initial property lease up assumptions differ from actual results, estimated future discounted cash flows may vary, resulting in impairment charges in future periods. There were no impairments of unconsolidated entities recorded during the three months ended March 31, 2018 or 2017.

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Gain on Change in Control of Interests Gain on Change in Control of Interests

3 Months Ended

Mar. 31, 2018

Gain on Change in Control of Interest [Abstract]

Gain on Change in Control [Text Block]

Gain on Change in Control of Interests

In January 2018, our 50% noncontrolling partner at Bayside Village, an apartment community in San Francisco, CA, closed on a transaction where they sold the majority of their 50% ownership interest to an unrelated third party. Prior to this transaction, the Company fully consolidated the property, as the outside partner, in accordance with the partnership agreement, lacked any substantive participating rights. Simultaneously with the sale, the Company amended the partnership agreement to grant substantive participating rights to the new outside partner and received a cash payment of $24,000,000 in connection with such amendment. The joint venture is adequately capitalized and does not contain the characteristics of a VIE. Based on the substantive participating rights held by the new outside partner, the Company concluded it appropriate to deconsolidate the entity and account for the Company’s 50% investment in the property using the equity method of accounting. The Company remeasured its equity interest in the property, as required by the accounting guidance, at fair value (based upon the income approach using current rents and market discount rates). As a result of the deconsolidation and the current estimated fair value, the Company removed approximately $415,000,000 of real estate, net, $127,000,000 of nonrecourse mortgage debt, net, $133,090,000 of noncontrolling interest from the Consolidated Balance Sheet, increased investments in and advances to unconsolidated entities by approximately $227,000,000 and recorded $117,711,000 as a gain on change in control of interests in the Consolidated Statement of Operations for the three months ended March 31, 2018.

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Loss on Extinguishment of Debt

3 Months Ended

Mar. 31, 2018

Extinguishment of Debt Disclosures [Abstract]

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt

For the three months ended March 31, 2018 and 2017, the Company recorded $2,388,000 and $2,843,000, respectively, as loss on extinguishment of debt. The amount for 2018 is related to a loss on extinguishment of nonrecourse mortgage debt in connection with a debt refinancing at Pavilion, an apartment building in Chicago, Illinois. The amount for 2017 primarily relates to a loss on extinguishment of nonrecourse mortgage debt at Illinois Science and Technology Park, office buildings in Skokie, Illinois that were sold during the quarter.

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Net Gain on Disposition of Interest in Unconsolidated Entities

3 Months Ended

Mar. 31, 2018

Net Gain on Disposition of Interest in Unconsolidated Entities [Abstract]

Net Gain on Disposition of Interest in Unconsolidated Entities

Net Gain on Disposition of Interest in Unconsolidated Entities

The following table summarizes the net gain on disposition of interest in unconsolidated entities which are included in earnings (loss) from unconsolidated entities:

		Three Months Ended March 31,
		2018		2017
		(in thousands)
Regional Malls - QIC	Various	$	74,838	$	—
Federally assisted housing apartment		121		9,349
Shops at Bruckner Boulevard (Specialty Retail Center)	Bronx, New York	—		8,183
Other		—		169
		$	74,959	$	17,701

During the three months ended March 31, 2018, the Company completed the sale of Antelope Valley Mall,Mall at Robinson, Shops at Wiregrass and Victoria Gardens - Bass Pro Shops under our signed definitive agreement with QIC. The dispositions generated net cash proceeds of approximately $74,203,000 and a note receivable of $51,929,000, which matures in 2019.

On April 2, 2018, the Company completed the sale of Westchester’s Ridge Hill to QIC. This disposition generated net cash proceeds of approximately $10,468,000 and note receivable of $61,136,000.

During the three months ended March 31, 2018, the Company completed the sale of one unconsolidated federally assisted housing (“FAH”) apartment community. The disposition resulted in net cash proceeds of $43,000. During the three months ended March 31, 2017, the Company completed the sale of six unconsolidated FAH apartment communities. These dispositions resulted in net cash proceeds of $18,122,000.

During the three months ended March 31, 2017, the Company sold its ownership interest in Shops at Bruckner Boulevard, an unconsolidated specialty retail center in Bronx, New York. The sale generated net cash proceeds of $8,863,000 at the Company’s ownership share.

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Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Beginning for its taxable year ended December 31, 2016, the Company filed its U.S. federal tax return as a REIT and the Company’s TRSs filed as C corporations. The Company files individual separate income tax returns in various states.

As a REIT, the Company is required to annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (computed without regard to the dividends paid deduction and net capital gain and net of any available net operating losses). The Company may be subject to certain state gross income and franchise taxes, as well as taxes on any undistributed income and federal and state corporate taxes on any income earned by its TRSs. In addition, the Company could be subject to corporate income taxes related to assets held by the REIT which are sold during the five year period following the date of conversion (ending December 31, 2020), to the extent such sold assets had a built-in gain on the date of conversion.

Income tax expense was $1,409,000 and $51,000 for the three months ended March 31, 2018 and 2017, respectively. The Company did not recognize any federal corporate income tax on its earnings in the REIT for any of the periods presented.

At December 31, 2017, the TRS had a federal net operating loss carryforward for tax purposes of $106,505,000 available to use on their tax returns expiring in the years ending December 31, 2028 through 2037. At December 31, 2017, the Company had a federal net operating loss carryforward of $76,176,000 available to use on its REIT tax return expiring in the years ending December 31, 2034 through 2036.

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Net Gain on Disposition of Full or Partial Interest in Rental Properties, Net of Tax

3 Months Ended

Mar. 31, 2018

Net Gain (Loss) on Disposition of Full or Partial Interest in Rental Properties, Net of Tax [Abstract]

Net Gain on Disposition of Full or Partial Interest in Rental Properties

Net Gain (Loss) on Disposition of Full or Partial Interest in Rental Properties, Net of Tax

The following table summarizes the net gain (loss) on disposition of full or partial interest in rental properties, net of tax:

		Three Months Ended March 31,
		2018			2017
		(in thousands)
Apartment:
461 Dean Street	Brooklyn, New York	$	(3,713	)	$	—
Office Building:
Illinois Science & Technology Park (4 buildings)	Skokie, Illinois	—			3,771
Federally assisted housing apartment		464			—
Other		845			5,532
		(2,404		)	9,303
Income tax effect		(130		)	—
		$	(2,534	)	$	9,303

461 Dean Street

During the three months ended March 31, 2018, the Company completed the sale of 461 Dean Street, an apartment community in Brooklyn, New York. The Company received net cash proceeds of $147,193,000.

Illinois Science & Technology Park

During the three months ended March 31, 2017, the Company completed the sale of Illinois Science & Technology Park, comprised of four life science office buildings in Skokie, Illinois. The Company received net cash proceeds of $16,494,000.

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Earnings Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The Company’s restricted stock is considered a participating security pursuant to the two-class method for computing earnings per share (“EPS”). The 2006 Units, which are reflected as noncontrolling interests in the Consolidated Balance Sheets, are considered convertible participating securities as they are entitled to participate in dividends paid to the Company’s common stockholders. The 2006 Units are included in the computation of basic EPS using the two-class method and are included in the computation of diluted EPS using the if-converted method. The Class A common stock issuable in connection with conversion of the 2018 Senior Notes and 2020 Senior Notes is included in the computation of diluted EPS using the if-converted method.

The reconciliation of the basic and diluted EPS computations is shown in the following table:

	Three Months Ended March 31,
	2018			2017
Numerators(in thousands)
Net earnings attributable to Forest City Realty Trust, Inc.	$	199,747		$	40,917
Distributed and undistributed earnings allocated to participating securities	(1,625		)	(374		)
Net earnings attributable to common stockholders ‑ Basic	$	198,122		$	40,543
Interest on convertible debt	1,141			—
Net earnings attributable to common stockholders ‑ Diluted	$	199,263		$	40,543
Denominators
Weighted average shares outstanding ‑ Basic	265,440,763			258,797,277
Effect of stock options and performance shares	589,985			402,992
Effect of convertible debt	5,213,392			—
Weighted average shares outstanding ‑ Diluted (1)(2)	271,244,140			259,200,269
Earnings Per Share
Net earnings attributable to common stockholders ‑ Basic	$	0.75		$	0.16
Net earnings attributable to common stockholders ‑ Diluted	$	0.73		$	0.16

(1) Incremental shares from restricted stock and convertible securities aggregating 1,901,530 and 7,860,297 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive.

(2) Weighted-average options, restricted stock and performance shares of 719,716 and 2,167,229 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive under the treasury stock method.

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Segment Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Information

Segment Information

The following tables summarize financial data for the Company’s reportable operating segments. All amounts are presented in thousands.

	March 31, 2018		December 31, 2017
	Identifiable Assets
Office	$	3,061,692	$	3,025,810
Apartments	2,309,164		2,246,479
Retail	388,272		368,353
Total Operations	5,759,128		5,640,642
Development	1,563,728		2,020,273
Corporate	636,860		402,372
	$	7,959,716	$	8,063,287
	Three Months Ended March 31,				Three Months Ended March 31,
	2018		2017		2018		2017
	Revenues				Operating Expenses
Office	$	111,472	$	113,539	$	43,790	$	42,776
Apartments	74,270		72,098		35,964		33,904
Retail	6,380		14,750		3,624		10,754
Total Operations	192,122		200,387		83,378		87,434
Development	17,798		15,619		15,635		18,448
Corporate	—		—		28,133		20,108
	$	209,920	$	216,006	$	127,146	$	125,990
	Depreciation and Amortization				Capital Expenditures
Office	$	27,870	$	33,999	$	6,209	$	14,302
Apartments	20,494		18,651		2,695		3,920
Retail	782		3,065		760		415
Total Operations	49,146		55,715		9,664		18,637
Development	5,524		7,166		57,559		78,027
Corporate	615		674		86		21
	$	55,285	$	63,555	$	67,309	$	96,685

The Company uses AdjustedEarnings Before Interest, Taxes, Depreciation and Amortization("EBITDA") to manage its business and report its operating results by segment. Adjusted EBITDA, a non-GAAP measure, is defined as net earnings excluding the following items at the Company's ownership: i) non-cash charges for depreciation and amortization; ii) interest expense; iii) amortization of mortgage procurement costs; iv) income taxes; v) impairment of real estate; vi) gains or losses from extinguishment of debt; vii) gains or losses on full or partial disposition of rental properties, development projects and other investments; viii) gains or losses on change in control of interests; and ix) other transactional items, including organizational transformation and termination benefits.

The Company believes that Adjusted EBITDA is an appropriate measure to assess operating performance by segment as it represents ongoing key operating components of each segment without regard to how the business is financed. The Company’s Chief Executive Officer, the chief operating decision maker, uses Adjusted EBITDA, as presented, to assess performance of the Company’s real estate assets by reportable operating segment because it provides information on the financial performance of the core real estate portfolio operations, development, corporate general and administrative expenses and interest and other income derived from the Company's investments. Adjusted EBITDA measures the profitability of each real estate segment in operations based on the process of collecting rent and paying operating expenses and represents the equivalent of Net Operating Income (“NOI”), a non-GAAP measure,as all property level interest expense is reported in the Corporate segment. NOI by operating segment is discussed in the Net Operating Income section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of this Form 10-Q. For the development segment, adjusted EBITDA measures the profitability of our land development sales activity and any recently opened unstabilized properties, offset by development expenses that do not qualify for capitalization. Interest expense is monitored and evaluated by the chief operating decision maker on an overall company-wide basis and is not a factor in evaluating individual segment performance.

The reconciliations of net earnings (loss) to Adjusted EBITDA by segment are shown in the following tables. All amounts are presented in thousands.

Three Months Ended March 31, 2018	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	$	41,456		$	141,053		$	93,562		$	276,071		$	(9,311	)	$	(67,013	)	$	199,747
Depreciation and amortization	28,556			22,889			11,923			63,368			6,438			615			70,421
Interest expense	—			—			—			—			—			43,118			43,118
Amortization of mortgage procurement costs	—			—			—			—			—			1,637			1,637
Income tax expense	—			—			—			—			—			1,824			1,824
Loss on extinguishment of debt	—			—			—			—			—			2,269			2,269
Net (gain) loss on disposition of full or partial interests in rental properties	(94		)	(1,214		)	—			(1,308		)	3,712			—			2,404
Gain on disposition of unconsolidated entities	—			(121		)	(74,486		)	(74,607		)	—			—			(74,607		)
Gains on change in control of interests	—			(117,711		)	—			(117,711		)	—			—			(117,711		)
Organizational transformation and termination benefits	—			—			—			—			—			15,950			15,950
Adjusted EBITDA attributable to Forest City Realty Trust, Inc.	$	69,918		$	44,896		$	30,999		$	145,813		$	839		$	(1,600	)	$	145,052
Three Months Ended March 31, 2017	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	$	42,309		$	41,516		$	31,358		$	115,183		$	(10,577	)	$	(63,689	)	$	40,917
Depreciation and amortization	34,862			22,491			15,850			73,203			5,174			674			79,051
Interest expense	—			—			—			—			—			47,831			47,831
Amortization of mortgage procurement costs	—			—			—			—			—			1,832			1,832
Income tax expense	—			—			—			—			—			51			51
Loss on extinguishment of debt	—			—			—			—			—			4,466			4,466
Net (gain) loss on disposition of full or partial interests in rental properties	(3,771		)	(5,532		)	—			(9,303		)	—			—			(9,303		)
Gain on disposition of unconsolidated entities	—			(9,518		)	(8,183		)	(17,701		)	—			—			(17,701		)
Organizational transformation and termination benefits	—			—			—			—			—			4,525			4,525
Adjusted EBITDA attributable to Forest City Realty Trust, Inc.	$	73,400		$	48,957		$	39,025		$	161,382		$	(5,403	)	$	(4,310	)	$	151,669

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Subsequent Event

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Event [Text Block]

Subsequent Event

On April 25, 2018, the Company’s jointly owned specialty retail joint venture with Madison International, acquired a 50% ownership interest in three life science office buildings (“acquired assets”) located in Cambridge, Massachusetts, for a purchase price of approximately $302,000,000. Prior to this acquisition, the Company owned the remaining 50% ownership interest in the acquired assets and accounted for this investment on the equity method of accounting. Subsequent to the acquisition, the Company continues to own the remaining 50% ownership interests in the acquired assets and continues to account for this investment on the equity method of accounting as the Madison International joint venture retains the same rights as the previous partner was entitled to. The acquisition was funded primarily through a capital contribution into the joint venture from Madison International. It is expected the Company will exchange its preferred ownership interests in certain of the specialty retail assets owned by the joint venture for the acquired assets in a non-cash transaction during the three months ended September 30, 2018. Following this anticipated exchange, the Company will own 100% of the acquired assets and expects to fully consolidate the properties. In accordance with accounting guidance, the Company will remeasure its equity interests, at fair value (based upon the income approach using current rents and market cap rates and discount rates), and expects to record a gain on change in control during the three months ended September 30, 2018.

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Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2017. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In management’s opinion, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of financial position, results of operations and cash flows as of and for the periods presented have been included.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. Some of the critical estimates made by the Company include, but are not limited to, determination of the primary beneficiary of variable interest entities (“VIEs”), estimates of useful lives for long-lived assets, reserves for collection on accounts and notes receivable and other investments, gain on change of control of interests, impairment of real estate and other-than-temporary impairments on equity method investments. Actual results could differ from those estimates.

New Accounting Guidance

New Accounting Guidance

The following accounting pronouncements were adopted during the three months ended March 31, 2018:

In May 2014, the FASB issued an amendment to the accounting guidance for revenue from contracts with customers. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance defines steps an entity should apply to achieve the core principle. The Company adopted this guidance as of January 1, 2018 using the modified retrospective method and therefore, the comparative information has not been adjusted. The guidance has been applied to contracts that are not completed as of the date of initial application. Rental revenue and tenant recoveries from lease contracts represents a significant portion of the Company’s total revenues and is a specific scope exception provided by this guidance. The adoption of this guidance did not result in a material impact on the Company’s consolidated financial statements or disclosures.

In November 2016, the FASB issued an amendment to the accounting guidance on the classification and presentation of changes in restricted cash on the statement of cash flows. The guidance requires restricted cash to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the statement of cash flows. The Company adopted this guidance as of January 1, 2018 using the retrospective transition method. The adoption of this guidance significantly increased the combined beginning and ending period cash, cash equivalents and restricted cash balances as of each period presented and removed the effects of the change in restricted cash as previously presented in Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2017.

In February 2017, the FASB issued an amendment to the accounting guidance on the derecognition of nonfinancial assets. The guidance clarifies the definition of an in substance nonfinancial asset and the recognition of gains and losses from the transfer of nonfinancial assets and for partial sales of nonfinancial assets, which includes real estate. We elected the practical expedient to not apply the guidance on completed contracts. A completed contract is one in which “substantially all” of the revenue from the contract was recognized under the previous accounting guidance. The Company adopted this guidance using the modified retrospective method on January 1, 2018.

In August 2017, the FASB issued an amendment to the accounting guidance on derivatives and hedging activities. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The Company early adopted this guidance on January 1, 2018, using the modified retrospective method requiring a cumulative effect adjustment of $120,000 to recognize the initial application of this guidance as an adjustment to accumulated other comprehensive income and a corresponding adjustment to beginning retained earnings.

The following new accounting pronouncements will be adopted on their respective effective dates:

In February 2016, the FASB issued an amendment to the accounting guidance on leases. This guidance sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to the current guidance for operating leases. The new guidance requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The guidance is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. The new guidance supersedes the previous leases accounting standard. The guidance is effective on January 1, 2019. The adoption of the new guidance is expected to have an impact on the consolidated financial statements as the Company has material ground lease arrangements, as well as other lease agreements. In addition, the Company believes it will be precluded from capitalizing its internal leasing costs, as the costs are not expected to be directly incremental to the successful execution of a lease, as required by the new guidance. The Company has completed an inventory of its lease agreements in which the Company is a lessee and is gathering the necessary information to determine the right of use asset and related lease liability. The Company intends to use the practical expedients available to lessees upon adoption. For leases in which the Company is the lessor, the Company is in the process of analyzing the various revenue streams from its lease agreements to determine the lease and non-lease components based on the applicable performance obligation associated with the consideration received.

Recognition of Revenues

Recognition of Revenues

The Company has adopted new accounting guidance for revenue from contracts with customers on January 1, 2018. The adoption of this guidance did not result in a material impact on the Company’s consolidated financial statements at adoption and at March 31, 2018. The following is disclosure of the Company’s revenue recognition policies.

Rental – Lease terms in office buildings, retail centers and certain parking facilities generally range from 1 to 30 years, excluding leases with certain anchor tenants, which typically are longer. Minimum rents are recognized on a straight-line basis over the non-cancelable term of the lease, which include the effects of applicable rent steps and rent abatements. Overage rents are recognized after sales thresholds have been achieved. Apartment lease terms are generally one year.

Tenant Recoveries – Reimbursements from office, apartments and retail tenants for common area maintenance, taxes, insurance, utilities and other property operating expenses as defined in the lease agreements are recognized in the period the applicable costs are incurred.

Service and Management Fees – Management fee revenue in the Office, Apartment and Retail segments is a series of distinct services required to operate a property’s day to day activities with the same pattern of transfer to the customer satisfied over time. Management fee revenue is billed to the customer and recognized as revenue on a monthly basis as management services are rendered. Service fee revenue in the Office, Apartment and Retail segments primarily from leasing, financing, and other real estate services are distinct services billed and recognized in the period the Company’s performance obligation is satisfied. Development fee revenue on long-term fixed-price contracts or cost plus fee contracts are recognized as the Company’s performance obligation is satisfied. We apply the practical expedient and, as a result, do not disclose variable consideration attributable to wholly or partially unsatisfied performance obligations as of the end of the reporting period. 

Parking and Other – Revenues derived from monthly and transient tenant parking and other revenue relates primarily to the Office and Apartment segment and is recognized in the period the Company’s performance obligation is satisfied.

Land Sales – Sales of land to residential, commercial and industrial customers, primarily at the Company’s Stapleton project in the Development segment, and sales of commercial outlots adjacent to the Company’s operating property portfolio primarily in the Retail segment are recognized at closing or upon completion of all conditions precedent to the sales contract (whichever is later).

Historic, New Market and Low Income Housing Tax Credit Entities

Historic, New Market and Low Income Housing Tax Credit Entities

The Company invests in properties that have received, or the Company believes are entitled to receive, historic preservation tax credits on qualifying expenditures under Internal Revenue Code (“IRC”) section 47, low income housing tax credits on new construction and rehabilitation of existing buildings as low income rental housing under IRC section 42, and new market tax credits on qualifying investments in designated community development entities (“CDEs”) under IRC section 45D, as well as various state credit programs, which entitles the members to tax credits based on qualified expenditures at the time those qualified expenditures are placed in service (collectively “Tax Credits”). The Company typically enters into these investments with sophisticated financial investors. In exchange for the financial investors’ initial contribution into the investment, the financial investor is entitled to substantially all of the benefits derived from the tax credit. Typically, these arrangements have put/call provisions whereby the Company may be obligated (or entitled) to repurchase the financial investors’ interest. The Company has consolidated each of these entities in its consolidated financial statements and has included these investor contributions in accounts payable, accrued expenses and other liabilities.

The Company guarantees to the financial investor that in the event of a subsequent recapture by a taxing authority due to the Company’s noncompliance with applicable tax credit guidelines, it will indemnify the financial investor for any recaptured tax credits. The Company initially records a contract liability for the cash received from the financial investor, which represents consideration received prior to transferring services. The Company’s performance obligation is to comply with the recapture rules of the specified tax credit over the recapture period, which is in its control. The financial investor is simultaneously receiving and consuming the benefits provided by the Company’s performance as it complies with the recapture period. Therefore, the Company recognizes revenue in the amount of the contract liability on a straight-line basis over the tax credit recapture period, which range from 0 to 15 years. Income related to the sale of tax credits is recorded in interest and other income within the Corporate segment.

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Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Tax credit contract liability

contract liabilities:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Beginning balance	$	60,851		$	50,790
Tax credit revenue	(3,303		)	(2,845		)
Tax credit contribution	—			1,294
Ending balance	$	57,548		$	49,239

Summary of components of organizational transformation and termination benefits

The following table summarizes the components of organizational transformation and termination benefits and are reported in the Corporate Segment:

	Three Months Ended March 31,
	2018		2017
	(in thousands)
Termination benefits	$	4,647	$	4,152
Strategic alternative costs	11,303		—
Shareholder activism costs	—		373
Total	$	15,950	$	4,525

Schedule of Accrued Severance

The following table summarizes the activity in the accrued severance balance for termination benefits:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Accrued severance benefits, beginning balance	$	13,974		$	9,969
Termination benefits expense	4,647			4,152
Payments	(7,277		)	(5,063		)
Accrued severance benefits, ending balance	$	11,344		$	9,058

Supplemental non-cash disclosures

The following table summarizes the impact to the applicable balance sheet line items as a result of various non-cash transactions. Non-cash transactions primarily include dispositions of operating properties whereby the nonrecourse mortgage debt is assumed by the buyer or otherwise extinguished at closing, exchanges of 2006 Units or senior notes for Class A common stock, changes in consolidation methods of fully consolidated properties due to the occurrence of triggering events including, but not limited to, disposition of a partial interest in rental properties or change in control transactions, change in construction payables and other capital expenditures, notes receivable from the sale of rental properties and capitalization of stock-based compensation granted to employees directly involved with the development and construction of real estate.

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Non-cash changes to balance sheet - Investing Activities
Projects under construction and development	$	1,698		$	7,513
Completed rental properties	(416,023		)	(60,956		)
Notes receivable	51,929			2,000
Investments in and advances to affiliates - due to dispositions or change in control	174,814			(2,890		)
Investments in and advances to affiliates - other activity	3,329			166
Total non-cash effect on investing activities	$	(184,253	)	$	(54,167	)
Non-cash changes to balance sheet - Financing Activities
Nonrecourse mortgage debt and notes payable, net	$	(135,123	)	$	(46,907	)
Convertible senior debt, net	(11		)	—
Class A common stock	—			1
Additional paid-in capital	966			9,779
Noncontrolling interest	(133,286		)	(7,456		)
Total non-cash effect on financing activities	$	(267,454	)	$	(44,583	)

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Notes Receivable (Tables)

3 Months Ended

Mar. 31, 2018

Notes Receivable [Abstract]

Schedule of notes receivable

The following table summarizes the Company’s interest bearing notes receivable:

	March 31, 2018		December 31, 2017		Maturity Date	Weighted Average Interest Rate
	(in thousands)
Stapleton advances	$	135,318	$	128,676	Various	8.53%
The Nets sale	125,100		125,100		January 2021	4.50%
Barclays Center sale	92,600		92,600		January 2019	4.50%
QIC (Regional Mall dispositions)	88,864		36,935		April 2019	4.25%
Other	17,187		15,474		Various	4.84%
Total	$	459,069	$	398,785

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Nonrecourse Mortgage Debt and Notes Payable, Net (Tables)

3 Months Ended

Mar. 31, 2018

Nonrecourse Mortgage Debt and Notes Payable, Net [Abstract]

Summary of nonrecourse mortgage debt and notes payable, net maturities

The following table summarizes the nonrecourse mortgage debt and notes payable, net maturities as of March 31, 2018:

Years Ending December 31,
	(in thousands)
2018	$	381,036
2019	361,443
2020	244,138
2021	195,012
2022	205,260
Thereafter	1,612,550
	2,999,439
Net unamortized mortgage procurement costs	(32,241		)
Total	$	2,967,198

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Revolving Credit Facility (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Available credit on the Credit Facility

The following table summarizes available credit on the Revolving Credit Facility:

	March 31, 2018			December 31, 2017
	(in thousands)
Total available borrowings	$	600,000		$	600,000
Less:
Outstanding borrowings	—			—
Outstanding letters of credit	(23,136		)	(36,439		)
Available credit	$	576,864		$	563,561

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Term Loan, Net (Tables)

3 Months Ended

Mar. 31, 2018

Term Loan, Net [Abstract]

Schedule of Debt [Table Text Block]

The following table summarizes outstanding borrowings of the Term Loan, net:

	March 31, 2018			December 31, 2017
	(in thousands)
Total outstanding borrowings	$	335,000		$	335,000
Net unamortized debt procurement costs	(1,232		)	(1,332		)
Total	$	333,768		$	333,668

The following table summarizes the convertible senior debt, net:

	March 31, 2018			December 31, 2017
	(in thousands)
4.250% Notes due 2018	$	73,208		$	73,215
3.625% Notes due 2020	40,017			40,021
	113,225			113,236
Net unamortized debt procurement costs	(484		)	(599		)
Total	$	112,741		$	112,637

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Convertible Senior Debt, Net (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Convertible Senior Debt, Net

The following table summarizes outstanding borrowings of the Term Loan, net:

	March 31, 2018			December 31, 2017
	(in thousands)
Total outstanding borrowings	$	335,000		$	335,000
Net unamortized debt procurement costs	(1,232		)	(1,332		)
Total	$	333,768		$	333,668

The following table summarizes the convertible senior debt, net:

	March 31, 2018			December 31, 2017
	(in thousands)
4.250% Notes due 2018	$	73,208		$	73,215
3.625% Notes due 2020	40,017			40,021
	113,225			113,236
Net unamortized debt procurement costs	(484		)	(599		)
Total	$	112,741		$	112,637

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value Hedging Instruments

The following amounts were recored on the Consolidated Balance Sheets in nonrecourse mortgage debt and notes payable, net related to the hedged borrowings in fair value hedges:

	March 31, 2018			December 31, 2017
	(in thousands)
Carrying amount of underlying borrowings	$	597,166		$	605,036
Cumulative fair value adjustments to underlying borrowings	(1,241		)	3,210
Fair value of underlying borrowings	$	595,925		$	608,246

Fair Value of Derivative Instruments

The following table summarizes the fair values and location in the Consolidated Balance Sheets of all derivative instruments:

	Fair Value of Derivative Instruments
	Asset Derivatives (included in Other Assets)				Liability Derivatives (included in Accounts Payable, Accrued Expenses and Other Liabilities)
	Current Notional		Fair Value		Current Notional		Fair Value
	(in thousands)
	March 31, 2018
Derivatives Designated as Hedging Instruments
Interest rate swaps	$	63,153	$	1,656	$	33,906	$	301
TROR	281,151		1,328		316,015		2,569
Total	$	344,304	$	2,984	$	349,921	$	2,870
Derivatives Not Designated as Hedging Instruments
Interest rate caps	$	69,518	$	—	$	—	$	—
TROR	89,209		2,677		91,252		9,793
Total	$	158,727	$	2,677	$	91,252	$	9,793
	December 31, 2017
Derivatives Designated as Hedging Instruments
Interest rate swaps	$	63,372	$	1,129	$	34,078	$	863
TROR	369,021		3,862		236,015		652
Total	$	432,393	$	4,991	$	270,093	$	1,515
Derivatives Not Designated as Hedging Instruments
Interest rate caps	$	69,518	$	—	$	—	$	—
TROR	100,466		4,107		36,280		11,330
Total	$	169,984	$	4,107	$	36,280	$	11,330

Derivative Instruments Gain (Loss) in Statement of Financial Position

The following table summarizes the impact of gains and losses related to derivative instruments designated as cash flow hedges on accumulated other comprehensive income:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Gain on interest rate contracts recognized in Accumulated OCI	$	1,216		$	241
Loss on interest rate contracts reclassified from Accumulated OCI to the Statements of Operations
Interest expense	$	(581	)	$	(763	)
Earnings (loss) from unconsolidated entities	(507		)	(709		)
	$	(1,088	)	$	(1,472	)

Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance, Location

The following table summarizes the impact of gains and losses related to cash flow and fair value hedging relationships in the Consolidated Statements of Operations:

		Three Months Ended March 31,
	Location on Consolidated Statements of Operations	2018			2017
Cash Flow Hedging Relationships		(in thousands)
Loss on interest rate contracts reclassified from Accumulated OCI	Interest expense	$	(581	)	$	(763	)
Fair Value Hedging Relationships
Gain (loss) on TROR	Interest expense	$	(4,451	)	$	5,351
Gain (loss) on underlying borrowings	Interest expense	4,451			(5,351		)
Total Fair Value Hedging Relationships		$	—		$	—

Impact of Gains (Losses) Related to Derivative Instruments

The following table summarizes the impact of gains and losses related to derivative instruments not designated as cash flow hedges or fair value hedges in the Consolidated Statements of Operations:

		Net Gain (Loss) Recognized
		Three Months Ended March 31,
	Location on Consolidated Statements of Operations	2018		2017
Derivatives Not Designated as Hedging Instruments		(in thousands)
Interest rate caps and interest rate swaps	Interest expense	$	—	$	(107	)
TROR	Interest expense	1,224		1,498
Total		$	1,224	$	1,391

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured on a Recurring Basis

The following table summarizes information about financial assets and liabilities measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	March 31, 2018
	Level 1		Level 2			Level 3			Total
	(in thousands)
Interest rate swaps (assets)	$	—	$	1,656		$	—		$	1,656
Interest rate swaps (liabilities)	—		(301		)	—			(301		)
TROR (assets)	—		—			4,005			4,005
TROR (liabilities)	—		—			(12,362		)	(12,362		)
Fair value adjustment to the borrowings subject to TROR	—		—			1,241			1,241
Total	$	—	$	1,355		$	(7,116	)	$	(5,761	)
	December 31, 2017
	(in thousands)
Interest rate swaps (assets)	$	—	$	1,129		$	—		$	1,129
Interest rate swaps (liabilities)	—		(863		)	—			(863		)
TROR (assets)	—		—			7,969			7,969
TROR (liabilities)	—		—			(11,982		)	(11,982		)
Fair value adjustment to the borrowings subject to TROR	—		—			(3,210		)	(3,210		)
Total	$	—	$	266		$	(7,223	)	$	(6,957	)

Reconciliation of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

The following table presents a reconciliation of financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Net TROR			Fair value adjustment to the borrowings subject to TROR			Total
	(in thousands)
Three Months Ended March 31, 2018
Balance, January 1, 2018	$	(4,013	)	$	(3,210	)	$	(7,223	)
Total realized and unrealized gains (losses):
Included in earnings
Fair market value adjustment	(2,324		)	3,548			1,224
Settlement of TROR designated as fair value hedge	(903		)	903			—
Settlement of TROR not designated as a fair value hedge	(1,117		)	—			(1,117		)
Balance, March 31, 2018	$	(8,357	)	$	1,241		$	(7,116	)
Three Months Ended March 31, 2017
Balance, January 1, 2017	$	(15,573	)	$	7,434		$	(8,139	)
Total realized and unrealized gains (losses):
Included in earnings
Fair market value adjustment	6,849			(5,351		)	1,498
Balance, March 31, 2017	$	(8,724	)	$	2,083		$	(6,641	)

Significant Unobservable Inputs Used to Estimate Fair Value of Financial Instruments

The following table presents quantitative information about the significant unobservable inputs used to estimate the fair value of financial instruments measured on a recurring basis as of March 31, 2018:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value March 31, 2018			Valuation Technique	Unobservable Input	Input Values
	(in thousands)
TROR	$	(8,357	)	Third party bond pricing	Bond valuation	93.73 - 109.14
Fair value adjustment to the borrowings subject to TROR	$	1,241		Third party bond pricing	Bond valuation	93.73 - 101.00

Schedule of Fair Value of Nonrecourse Mortgage Debt and Notes Payable, Net, Bank Revolving Credit Facility and Convertible Senior Debt, Net

The following table summarizes the fair value of nonrecourse mortgage debt and notes payable, net (exclusive of the fair value of derivatives), term loan, net and convertible senior debt, net:

	March 31, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Nonrecourse mortgage debt and notes payable, net	$	2,967,198	$	2,948,720	$	2,998,361	$	2,995,559
Term loan, net	333,768		333,857		333,668		333,726
Convertible senior debt, net	112,741		113,525		112,637		130,942
Total	$	3,413,707	$	3,396,102	$	3,444,666	$	3,460,227

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Dividends (Tables)

3 Months Ended

Mar. 31, 2018

Dividends [Abstract]

Dividends Declared

The following table summarizes the quarterly cash dividends declared by the Board of Directors on the Company’s common stock (in thousands, except per share data):

Date Declared	Record Date	Payment Date	Amount Per Share		Total Cash Payment
2018
February 22, 2018	March 5, 2018	March 16, 2018	$	0.18	$	48,012
2017
November 29, 2017	December 20, 2017	December 29, 2017	$	0.14	$	37,344
August 22, 2017	September 5, 2017	September 18, 2017	0.14		37,343
May 17, 2017	June 9, 2017	June 23, 2017	0.09		23,482
March 1, 2017	March 13, 2017	March 27, 2017	0.09		23,441
		Total	$	0.46	$	121,610

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Amount of Stock-Based Compensation Costs and Related Deferred Income Tax Benefit Recognized in the Financial Statements

The following table summarizes stock-based compensation costs recognized in the financial statements:

	Three Months Ended March 31,
	2018			2017
	(in thousands)
Stock option costs	$	84		$	200
Restricted stock costs	4,037			5,138
Performance share costs	1,098			2,018
Total stock-based compensation costs	5,219			7,356
Less amount capitalized into qualifying real estate projects	(955		)	(2,492		)
Amount charged to operating expenses	4,264			4,864
Depreciation expense on capitalized stock-based compensation	341			215
Total stock-based compensation expense	$	4,605		$	5,079

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Net Gain on Disposition of Interest in Unconsolidated Entities (Tables)

3 Months Ended

Mar. 31, 2018

Net Gain on Disposition of Interest in Unconsolidated Entities [Abstract]

Summary of Net Gain on Disposition of Interest in Unconsolidated Entities

The following table summarizes the net gain on disposition of interest in unconsolidated entities which are included in earnings (loss) from unconsolidated entities:

		Three Months Ended March 31,
		2018		2017
		(in thousands)
Regional Malls - QIC	Various	$	74,838	$	—
Federally assisted housing apartment		121		9,349
Shops at Bruckner Boulevard (Specialty Retail Center)	Bronx, New York	—		8,183
Other		—		169
		$	74,959	$	17,701

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Net Gain on Disposition of Full or Partial Interest in Rental Properties, Net of Tax (Tables)

3 Months Ended

Mar. 31, 2018

Net Gain (Loss) on Disposition of Full or Partial Interest in Rental Properties, Net of Tax [Abstract]

Schedule of Net Gain on Disposition of Full or Partial Interest in Rental Properties, Net of Tax [Table Text Block]

The following table summarizes the net gain (loss) on disposition of full or partial interest in rental properties, net of tax:

		Three Months Ended March 31,
		2018			2017
		(in thousands)
Apartment:
461 Dean Street	Brooklyn, New York	$	(3,713	)	$	—
Office Building:
Illinois Science & Technology Park (4 buildings)	Skokie, Illinois	—			3,771
Federally assisted housing apartment		464			—
Other		845			5,532
		(2,404		)	9,303
Income tax effect		(130		)	—
		$	(2,534	)	$	9,303

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Reconciliation of Basic and Diluted EPS Computations

The reconciliation of the basic and diluted EPS computations is shown in the following table:

	Three Months Ended March 31,
	2018			2017
Numerators(in thousands)
Net earnings attributable to Forest City Realty Trust, Inc.	$	199,747		$	40,917
Distributed and undistributed earnings allocated to participating securities	(1,625		)	(374		)
Net earnings attributable to common stockholders ‑ Basic	$	198,122		$	40,543
Interest on convertible debt	1,141			—
Net earnings attributable to common stockholders ‑ Diluted	$	199,263		$	40,543
Denominators
Weighted average shares outstanding ‑ Basic	265,440,763			258,797,277
Effect of stock options and performance shares	589,985			402,992
Effect of convertible debt	5,213,392			—
Weighted average shares outstanding ‑ Diluted (1)(2)	271,244,140			259,200,269
Earnings Per Share
Net earnings attributable to common stockholders ‑ Basic	$	0.75		$	0.16
Net earnings attributable to common stockholders ‑ Diluted	$	0.73		$	0.16

(1) Incremental shares from restricted stock and convertible securities aggregating 1,901,530 and 7,860,297 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive.

(2) Weighted-average options, restricted stock and performance shares of 719,716 and 2,167,229 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive under the treasury stock method.

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Financial Data of Reportable Operating Segments

The following tables summarize financial data for the Company’s reportable operating segments. All amounts are presented in thousands.

	March 31, 2018		December 31, 2017
	Identifiable Assets
Office	$	3,061,692	$	3,025,810
Apartments	2,309,164		2,246,479
Retail	388,272		368,353
Total Operations	5,759,128		5,640,642
Development	1,563,728		2,020,273
Corporate	636,860		402,372
	$	7,959,716	$	8,063,287
	Three Months Ended March 31,				Three Months Ended March 31,
	2018		2017		2018		2017
	Revenues				Operating Expenses
Office	$	111,472	$	113,539	$	43,790	$	42,776
Apartments	74,270		72,098		35,964		33,904
Retail	6,380		14,750		3,624		10,754
Total Operations	192,122		200,387		83,378		87,434
Development	17,798		15,619		15,635		18,448
Corporate	—		—		28,133		20,108
	$	209,920	$	216,006	$	127,146	$	125,990
	Depreciation and Amortization				Capital Expenditures
Office	$	27,870	$	33,999	$	6,209	$	14,302
Apartments	20,494		18,651		2,695		3,920
Retail	782		3,065		760		415
Total Operations	49,146		55,715		9,664		18,637
Development	5,524		7,166		57,559		78,027
Corporate	615		674		86		21
	$	55,285	$	63,555	$	67,309	$	96,685

Reconciliation of Net Earning Loss to Adjusted EBIDTA by Segment

The reconciliations of net earnings (loss) to Adjusted EBITDA by segment are shown in the following tables. All amounts are presented in thousands.

Three Months Ended March 31, 2018	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	$	41,456		$	141,053		$	93,562		$	276,071		$	(9,311	)	$	(67,013	)	$	199,747
Depreciation and amortization	28,556			22,889			11,923			63,368			6,438			615			70,421
Interest expense	—			—			—			—			—			43,118			43,118
Amortization of mortgage procurement costs	—			—			—			—			—			1,637			1,637
Income tax expense	—			—			—			—			—			1,824			1,824
Loss on extinguishment of debt	—			—			—			—			—			2,269			2,269
Net (gain) loss on disposition of full or partial interests in rental properties	(94		)	(1,214		)	—			(1,308		)	3,712			—			2,404
Gain on disposition of unconsolidated entities	—			(121		)	(74,486		)	(74,607		)	—			—			(74,607		)
Gains on change in control of interests	—			(117,711		)	—			(117,711		)	—			—			(117,711		)
Organizational transformation and termination benefits	—			—			—			—			—			15,950			15,950
Adjusted EBITDA attributable to Forest City Realty Trust, Inc.	$	69,918		$	44,896		$	30,999		$	145,813		$	839		$	(1,600	)	$	145,052
Three Months Ended March 31, 2017	Office			Apartments			Retail			Total Operations			Development			Corporate			Total
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	$	42,309		$	41,516		$	31,358		$	115,183		$	(10,577	)	$	(63,689	)	$	40,917
Depreciation and amortization	34,862			22,491			15,850			73,203			5,174			674			79,051
Interest expense	—			—			—			—			—			47,831			47,831
Amortization of mortgage procurement costs	—			—			—			—			—			1,832			1,832
Income tax expense	—			—			—			—			—			51			51
Loss on extinguishment of debt	—			—			—			—			—			4,466			4,466
Net (gain) loss on disposition of full or partial interests in rental properties	(3,771		)	(5,532		)	—			(9,303		)	—			—			(9,303		)
Gain on disposition of unconsolidated entities	—			(9,518		)	(8,183		)	(17,701		)	—			—			(17,701		)
Organizational transformation and termination benefits	—			—			—			—			—			4,525			4,525
Adjusted EBITDA attributable to Forest City Realty Trust, Inc.	$	73,400		$	48,957		$	39,025		$	161,382		$	(5,403	)	$	(4,310	)	$	151,669

XML

Accounting Policies Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Liabilities for Long-term Contracts or Programs [Abstract]
Beginning balance	$ 60,851,000	$ 50,790,000
Contract liability recognized into revenue	(3,303,000)	(2,845,000)
Contract liability recognized	0	1,294,000
Ending balance	$ 57,548,000	$ 49,239,000

XML

Accounting Policies (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accounting Policies [Abstract]
Termination benefits	$ 4,647,000	$ 4,152,000
Strategic alternative costs	11,303,000	0
Shareholder activism costs	0	373,000
Organizational transformation and termination benefits	$ 15,950,000	$ 4,525,000

XML

Accounting Policies (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accounting Policies [Abstract]
Accrued severance benefits, beginning balance	$ 13,974	$ 9,969
Termination benefits expense	4,647	4,152
Payments	(7,277)	(5,063)
Accrued severance benefits, ending balance	$ 11,344	$ 9,058

XML

Accounting Policies (Details 3) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Non-cash changes to balance sheet - Investing Activities
Projects under construction and development	$ 1,698	$ 7,513
Completed rental properties	(416,023)	(60,956)
Notes receivable	51,929	2,000
Investments in and advances to affiliates - due to dispositions or change in control	174,814	(2,890)
Investments in and advances to affiliates - other activity	3,329	166
Total non-cash effect on investing activities	(184,253)	(54,167)
Non-cash changes to balance sheet - Financing Activities
Nonrecourse mortgage debt and notes payable, net	(135,123)	(46,907)
Convertible senior debt, net	(11)	0
Class A common stock	0	1
Additional paid-in capital	966	9,779
Noncontrolling interest	(133,286)	(7,456)
Total non-cash effect on financing activities	$ (267,454)	$ (44,583)

XML

Accounting Policies (Details Textual) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018 USD ($) State	Dec. 31, 2017 USD ($)
Segment Reporting Information [Line Items]
Total Assets	$ 7,959,716	$ 8,063,287
Number of States in which Entity Operates | State	19
Occupancy rate of stabilized properties	92.00%
Stabilization, minimum years open and operating	1 year
Stabilization, maximum years open and operating	2 years
Cumulative Effect of New Accounting Principle in Period of Adoption	$ 120
Accumulated other comprehensive loss	$ (6,143)	$ (8,563)
Residential Real Estate [Member]
Segment Reporting Information [Line Items]
Lease Terms		1 year
Minimum [Member]
Segment Reporting Information [Line Items]
Tax credit recapture period	0 years
Minimum [Member] | Retail Centers and Office Buildings [Member]
Segment Reporting Information [Line Items]
Lease Terms		1 year
Maximum [Member]
Segment Reporting Information [Line Items]
Tax credit recapture period	15 years
Maximum [Member] | Retail Centers and Office Buildings [Member]
Segment Reporting Information [Line Items]
Lease Terms		30 years

XML

Accounting Policies (Details Textual 1)	3 Months Ended
	Mar. 31, 2018 USD ($) entity
Variable Interest Entity [Line Items]
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount	$ 173,000,000
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	50.00%
Forest City Ownership Percentage in Bayside Village	50.00%
Decrease in Real Estate Due to Deconsolidation of Property	$ 415,000,000
Decrease in Nonrecourse Mortgage Debt Due to Deconsolidation of Property	127,000,000
Decrease in Accounts Payable, Accrued Expenses and Other Liabilities Due to Deconsolidation of Property	$ 23,000,000
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Number of Variable Interest Entities | entity	43
Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Number of Variable Interest Entities | entity	36

XML

Accounting Policies (Details Textual 2)	1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 30, 2018 USD ($)	Mar. 31, 2017 USD ($) properties shares	Mar. 31, 2018 USD ($) property shares	Mar. 31, 2017 USD ($) properties	Sep. 30, 2017	Dec. 31, 2017 USD ($) shares	Aug. 31, 2006 property
Related Party Transaction [Line Items]
Number of Real Estate Properties		6	1	6
Reduction of noncontrolling interest			$ 270,993,000			$ 416,283,000
Increase to common stock			2,659,000			2,653,000
Increase to additional paid-in capital			$ 2,536,715,000			$ 2,537,538,000
Common Units Outstanding | shares			1,111,044			1,111,044,000
Conversion Ratio			1.31		1.31
Maximum reimbursement			$ 200,000
BCR transaction [Member]
Related Party Transaction [Line Items]
Number of Real Estate Properties | property							30
Distribution preference payment			$ 200,000	$ 172,000
Tax indemnity payment accrual		$ 482,000		482,000
BCR exchange transaction [Member]
Related Party Transaction [Line Items]
Exchange of Class A common Units for Class A Shares, Units Exchanged | shares		142,879
Reduction of noncontrolling interest		$ 7,288,000		7,288,000
Increase to additional paid-in capital		$ 7,287,000		7,287,000
BCR exchange transaction [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Exchange of Class A Common Units for Class A Shares, Shares Issued | shares		142,879
Increase to common stock		$ 1,000		1,000
RMS [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction				$ 50,000
Starboard [Member]
Related Party Transaction [Line Items]
Stock ownership by related party			3.00%
Scopia [Member]
Related Party Transaction [Line Items]
Stock ownership by related party			8.30%
Subsequent Event [Member] | Starboard [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 188,000

XML

Notes Receivable (Details) - USD ($)	Apr. 02, 2018	Mar. 31, 2018	Dec. 31, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable		$ 459,069,000	$ 398,785,000
Stapleton
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable		$ 135,318,000	128,676,000
Weighted Average Interest Rate on Notes Receivable		8.53%
The Nets sale
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable		$ 125,100,000	125,100,000
Weighted Average Interest Rate on Notes Receivable		4.50%
Barclays Center sale
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable		$ 92,600,000	92,600,000
Weighted Average Interest Rate on Notes Receivable		4.50%
QIC [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable		$ 88,864,000	36,935,000
Weighted Average Interest Rate on Notes Receivable		4.25%
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable		$ 17,187,000	$ 15,474,000
Weighted Average Interest Rate on Notes Receivable		4.84%
Subsequent Event [Member] | QIC [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable	$ 150,000,000
Subsequent Event [Member] | Westchester's Ridge Hill [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable	$ 61,136,000

XML

Nonrecourse Mortgage Debt and Notes Payable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Summary of nonrecourse mortgage debt and notes payable, net maturities
Nonrecourse mortgage debt and notes payable total maturities in 2018	$ 381,036
Nonrecourse mortgage debt and notes payable total maturities in 2019	361,443
Nonrecourse mortgage debt and notes payable total maturities in 2020	244,138
Nonrecourse mortgage debt and notes payable total maturities in 2021	195,012
Nonrecourse mortgage debt and notes payable total maturities in 2022	205,260
Nonrecourse mortgage debt and notes payable total maturities thereafter	1,612,550
Nonrecourse mortgage debt and notes payable, gross	2,999,439
Net unamortized mortgage procurement costs	(32,241)
Nonrecourse mortgage debt and notes payable, net	$ 2,967,198	$ 2,998,361

XML

Revolving Credit Facility (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Total available borrowings	$ 600,000,000	$ 600,000,000
Outstanding borrowings	0	0
Letters of credit	(23,136,000)	(36,439,000)
Available credit	$ 576,864,000	$ 563,561,000

XML

Revolving Credit Facility (Details Textual)	3 Months Ended
	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Line of Credit Facility [Line Items]
Total available borrowings	$ 600,000,000	$ 600,000,000
Line of Credit Maximum Borrowings Under Accordion Provision	750,000,000
Unamortized debt issuance costs	$ 1,558,000	$ 1,798,000
Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Number of Credit Facility extension options	2
Term of Credit Facility Extension Option	6 months
Annual facility fee	0.20%
Amount of available borrowings that can be used for letters of credit	$ 150,000,000
New maximum borrowing capacity [Member]
Line of Credit Facility [Line Items]
Total available borrowings	$ 600,000,000
LIBOR [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	1.88%
Prime Rate [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	4.75%
Minimum [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Annual facility fee	0.20%
Minimum [Member] | LIBOR [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	1.15%
Minimum [Member] | Prime Rate [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	0.15%
Maximum [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Annual facility fee	0.35%
Maximum [Member] | LIBOR [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	1.85%
Maximum [Member] | Prime Rate [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	0.85%
Current Period [Member] | LIBOR [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	1.20%
Current Period [Member] | Prime Rate [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Variable rate basis spread of debt instrument	0.20%

XML

Term Loan, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Term Loan, Net [Abstract]
Total outstanding borrowings	$ 335,000	$ 335,000
Net unamortized debt procurement costs	(1,232)	(1,332)
Total	$ 333,768	$ 333,668

XML

Term Loan, Net (Details Textuals) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Term loan, maximum borrowing capacity	$ 335,000,000
Total outstanding borrowings	$ 335,000,000	$ 335,000,000
Term Loan [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Variable rate basis spread of debt instrument	1.66%
Term Loan [Member] | LIBOR [Member] | Current Period [Member]
Debt Instrument [Line Items]
Variable rate basis spread of debt instrument	1.35%
Term Loan [Member] | LIBOR [Member] | Minimum [Member]
Debt Instrument [Line Items]
Variable rate basis spread of debt instrument	1.30%
Term Loan [Member] | LIBOR [Member] | Maximum [Member]
Debt Instrument [Line Items]
Variable rate basis spread of debt instrument	2.20%
Term Loan [Member] | Prime Rate [Member] | Current Period [Member]
Debt Instrument [Line Items]
Variable rate basis spread of debt instrument	0.35%
Term Loan [Member] | Prime Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Variable rate basis spread of debt instrument	0.30%
Term Loan [Member] | Prime Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Variable rate basis spread of debt instrument	1.20%

XML

Convertible Senior Debt, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Convertible Senior Notes	$ 113,225	$ 113,236
Net unamortized debt procurement costs	(484)	(599)
Convertible subordinated debt, net	$ 112,741	$ 112,637
Notes due 2018 [Member]
Debt Instrument [Line Items]
Interest Rate	4.25%	4.25%
Convertible Senior Notes	$ 73,208	$ 73,215
Notes due 2020 [Member]
Debt Instrument [Line Items]
Interest Rate	3.625%	3.625%
Convertible Senior Notes	$ 40,017	$ 40,021

XML

Derivative Instruments and Hedging Activities Derivatives and Hedging Activities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Derivative [Line Items]
Carrying amount of underlying borrowings	$ 2,999,439
Fair Value Hedging [Member]
Derivative [Line Items]
Carrying amount of underlying borrowings	597,166	$ 605,036
Cumulative fair value adjustment to underlying borrowing	(1,241)	3,210
Fair value of underlying borrowings	$ 595,925	$ 608,246

XML

Derivative Instruments and Hedging Activities (Details 1) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Other Assets [Member] | Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Asset Derivatives, Current Notional	$ 344,304,000	$ 432,393,000
Asset Derivatives, Fair Value	2,984,000	4,991,000
Other Assets [Member] | Not Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Asset Derivatives, Current Notional	158,727,000	169,984,000
Asset Derivatives, Fair Value	2,677,000	4,107,000
Accounts Payable, Accrued Expenses and Accrued Liabilities [Member] | Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Liability Derivatives, Current Notional	349,921,000	270,093,000
Liability Derivatives, Fair Value	2,870,000	1,515,000
Accounts Payable, Accrued Expenses and Accrued Liabilities [Member] | Not Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Liability Derivatives, Current Notional	91,252,000	36,280,000
Liability Derivatives, Fair Value	9,793,000	11,330,000
Interest rate caps [Member] | Other Assets [Member] | Not Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Asset Derivatives, Current Notional	69,518,000	69,518,000
Asset Derivatives, Fair Value	0	0
Interest rate caps [Member] | Accounts Payable, Accrued Expenses and Accrued Liabilities [Member] | Not Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Liability Derivatives, Current Notional	0	0
Liability Derivatives, Fair Value	0	0
Interest rate swaps [Member] | Other Assets [Member] | Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Asset Derivatives, Current Notional	63,153,000	63,372,000
Asset Derivatives, Fair Value	1,656,000	1,129,000
Interest rate swaps [Member] | Accounts Payable, Accrued Expenses and Accrued Liabilities [Member] | Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Liability Derivatives, Current Notional	33,906,000	34,078,000
Liability Derivatives, Fair Value	301,000	863,000
TROR [Member] | Other Assets [Member] | Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Asset Derivatives, Current Notional	281,151,000	369,021,000
Asset Derivatives, Fair Value	1,328,000	3,862,000
TROR [Member] | Other Assets [Member] | Not Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Asset Derivatives, Current Notional	89,209,000	100,466,000
Asset Derivatives, Fair Value	2,677,000	4,107,000
TROR [Member] | Accounts Payable, Accrued Expenses and Accrued Liabilities [Member] | Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Liability Derivatives, Current Notional	316,015,000	236,015,000
Liability Derivatives, Fair Value	2,569,000	652,000
TROR [Member] | Accounts Payable, Accrued Expenses and Accrued Liabilities [Member] | Not Designated as Hedging Instrument [Member]
Fair Value of Derivative Instruments
Liability Derivatives, Current Notional	91,252,000	36,280,000
Liability Derivatives, Fair Value	$ 9,793,000	$ 11,330,000

XML

Derivative Instruments and Hedging Activities (Details 2) - Interest Rate Contract [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Derivative [Line Items]
Gain (loss) recognized in OCI (effective portion)	$ 1,216	$ 241
Gain (loss) reclassified from accumulated OCI	(1,088)	(1,472)
Interest expense [Member]
Derivative [Line Items]
Gain (loss) reclassified from accumulated OCI	(581)	(763)
Earnings from unconsolidated entities [Member]
Derivative [Line Items]
Gain (loss) reclassified from accumulated OCI	$ (507)	$ (709)

XML

Derivative Instruments and Hedging Activities (Details 3) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Derivative Instruments, Gain (Loss) [Line Items]
Total Fair Value Hedging Relationships	$ 0	$ 0
Interest Rate Contract [Member] | Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) reclassified from accumulated OCI	(1,088,000)	(1,472,000)
Interest Expense [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on underlying borrowings	4,451,000	(5,351,000)
Interest Expense [Member] | Interest Rate Contract [Member] | Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) reclassified from accumulated OCI	(581,000)	(763,000)
Interest Expense [Member] | TROR [Member] | Fair Value Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on TROR	$ (4,451,000)	$ 5,351,000

XML

Derivative Instruments and Hedging Activities (Details 4) - Not Designated as Hedging Instrument [Member] - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Derivative [Line Items]
Derivative net gain (loss) recognized in interest expense	$ 1,224,000	$ 1,391,000
Interest Rate Contract [Member]
Derivative [Line Items]
Derivative net gain (loss) recognized in interest expense	0	(107,000)
TROR [Member]
Derivative [Line Items]
Derivative net gain (loss) recognized in interest expense	$ 1,224,000	$ 1,498,000

XML

Derivative Instruments and Hedging Activities (Details Textual) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Derivative [Line Items]
SIFMA rate	1.58%
Minimum [Member] | Interest rate swap agreements [Member]
Derivative [Line Items]
Derivative, term of contract	1 year
Minimum [Member] | Interest rate caps [Member]
Derivative [Line Items]
Derivative, term of contract	1 year
Maximum [Member] | Interest rate swap agreements [Member]
Derivative [Line Items]
Derivative, term of contract	10 years
Maximum [Member] | Interest rate caps [Member]
Derivative [Line Items]
Derivative, term of contract	3 years
Not Designated as Hedging Instrument [Member] | TROR [Member]
Derivative [Line Items]
Notional amount of TROR	$ 180,461
Cash Flow Hedging [Member]
Derivative [Line Items]
Loss on cash flow hedges to be reclassified within next twelve months	2,703
Fair Value Hedging [Member] | Designated as Hedging Instrument [Member] | TROR [Member]
Derivative [Line Items]
Notional amount of TROR	$ 597,166

XML

Fair Value Measurements (Details) - Fair value measurement, recurring basis [Member] - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Financial assets and liabilities measured on a recurring basis
Fair value adjustment to the borrowing subject to TROR	$ 1,241,000	$ (3,210,000)
Financial assets and liabilities measured at fair value on a recurring basis	(5,761,000)	(6,957,000)
Interest rate swaps [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	1,656,000	1,129,000
Derivative liabilities	(301,000)	(863,000)
TROR [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	4,005,000	7,969,000
Derivative liabilities	(12,362,000)	(11,982,000)
Fair Value, Inputs, Level 1 [Member]
Financial assets and liabilities measured on a recurring basis
Fair value adjustment to the borrowing subject to TROR	0	0
Financial assets and liabilities measured at fair value on a recurring basis	0	0
Fair Value, Inputs, Level 1 [Member] | Interest rate swaps [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	0	0
Derivative liabilities	0	0
Fair Value, Inputs, Level 1 [Member] | TROR [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	0	0
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Financial assets and liabilities measured on a recurring basis
Fair value adjustment to the borrowing subject to TROR	0	0
Financial assets and liabilities measured at fair value on a recurring basis	1,355,000	266,000
Fair Value, Inputs, Level 2 [Member] | Interest rate swaps [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	1,656,000	1,129,000
Derivative liabilities	(301,000)	(863,000)
Fair Value, Inputs, Level 2 [Member] | TROR [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	0	0
Derivative liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Financial assets and liabilities measured on a recurring basis
Fair value adjustment to the borrowing subject to TROR	1,241,000	(3,210,000)
Financial assets and liabilities measured at fair value on a recurring basis	(7,116,000)	(7,223,000)
Fair Value, Inputs, Level 3 [Member] | Interest rate swaps [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	0	0
Derivative liabilities	0	0
Fair Value, Inputs, Level 3 [Member] | TROR [Member]
Financial assets and liabilities measured on a recurring basis
Derivative assets	4,005,000	7,969,000
Derivative liabilities	$ (12,362,000)	$ (11,982,000)

XML

Fair Value Measurements (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	$ (7,223,000)	$ (8,139,000)
Total realized and unrealized gains (losses):
Included in earnings	1,224,000	1,498,000
Settlement of TROR designated as fair value hedge	0
Settlement of TROR not designated as a fair value hedge	(1,117,000)
Balance, ending	(7,116,000)	(6,641,000)
Net TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	(4,013,000)	(15,573,000)
Total realized and unrealized gains (losses):
Included in earnings	(2,324,000)	6,849,000
Settlement of TROR designated as fair value hedge	(903,000)
Settlement of TROR not designated as a fair value hedge	(1,117,000)
Balance, ending	(8,357,000)	(8,724,000)
Fair value adjustment to the borrowings subject to TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning	(3,210,000)	7,434,000
Total realized and unrealized gains (losses):
Included in earnings	3,548,000	(5,351,000)
Settlement of TROR designated as fair value hedge	903,000
Settlement of TROR not designated as a fair value hedge	0
Balance, ending	$ 1,241,000	$ 2,083,000

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Fair Value Measurements (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Fair Value	$ (7,116)	$ (7,223)	$ (6,641)	$ (8,139)
Fair value adjustment to borrowings subject to TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Fair Value	1,241	$ (3,210)	$ 2,083	$ 7,434
Bond Valuation [Member] | Fair value measurement, recurring basis [Member] | TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Fair Value	(8,357)
Bond Valuation [Member] | Fair value measurement, recurring basis [Member] | Fair value adjustment to borrowings subject to TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Fair Value	$ 1,241
Bond Valuation [Member] | Minimum [Member] | Fair value measurement, recurring basis [Member] | TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Bond Valuation	$ 93.73
Bond Valuation [Member] | Minimum [Member] | Fair value measurement, recurring basis [Member] | Fair value adjustment to borrowings subject to TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Bond Valuation	93.73
Bond Valuation [Member] | Maximum [Member] | Fair value measurement, recurring basis [Member] | TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Bond Valuation	109.14
Bond Valuation [Member] | Maximum [Member] | Fair value measurement, recurring basis [Member] | Fair value adjustment to borrowings subject to TROR [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Bond Valuation	$ 101.00

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Fair Value Measurements (Details 3) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Fair value of nonrecourse mortgage debt and notes payable, net (exclusive of fair value of derivatives), term loan, net and convertible senior debt, net [Abstract]
Carrying Value	$ 3,414	$ 3,445
Fair Value	3,396	3,460
Nonrecourse mortgage debt and notes payable, net [Member]
Fair value of nonrecourse mortgage debt and notes payable, net (exclusive of fair value of derivatives), term loan, net and convertible senior debt, net [Abstract]
Carrying Value	2,967	2,998
Fair Value	2,949	2,996
Term loan, net [Member]
Fair value of nonrecourse mortgage debt and notes payable, net (exclusive of fair value of derivatives), term loan, net and convertible senior debt, net [Abstract]
Carrying Value	334	334
Fair Value	334	334
Convertible senior debt, net [Member]
Fair value of nonrecourse mortgage debt and notes payable, net (exclusive of fair value of derivatives), term loan, net and convertible senior debt, net [Abstract]
Carrying Value	113	113
Fair Value	$ 114	$ 131

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Capital Stock (Detail Textuals)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Sep. 30, 2017	Dec. 31, 2017 USD ($)	Jun. 12, 2017 shares
Equity [Abstract]
Share repurchase program, initial amount	$ 100,000,000
Stock repurchase program, new amount	$ 400,000,000
Class B common shares reclassified pursuant to the Reclassification | shares					18,788,163
Conversion Ratio	1.31		1.31
Class A common shares issued pursuant to the Reclassification Agreement | shares					24,612,495
Common Stock, Voting Rights per Share	one vote per share
Costs incurred for conversion of Class B stock to Class A stock		$ 604,000		$ 9,305,000

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Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands											3 Months Ended	12 Months Ended
	Mar. 16, 2018	Feb. 22, 2018	Dec. 29, 2017	Nov. 29, 2017	Sep. 18, 2017	Aug. 22, 2017	Jun. 23, 2017	May 17, 2017	Mar. 27, 2017	Mar. 01, 2017	Mar. 31, 2018	Dec. 31, 2017
Dividends Payable [Line Items]
Amount per Share												$ 0.46
Total Cash Payments											$ 48,012	$ 121,610
Quarterly
Dividends Payable [Line Items]
Amount per Share		$ 0.18		$ 0.14		$ 0.14		$ 0.09		$ 0.09
Total Cash Payments	$ 48,012		$ 37,344		$ 37,343		$ 23,482		$ 23,441

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Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation costs	$ 5,219	$ 7,356
Less amount capitalized into qualifying real estate projects	(955)	(2,492)
Amount charged to operating expenses	4,264	4,864
Depreciation expense on capitalized stock-based compensation	341	215
Total stock-based compensation expense	4,605	5,079
Stock option costs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation costs	84	200
Restricted stock costs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation costs	4,037	5,138
Performance share costs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation costs	$ 1,098	$ 2,018

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Stock-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount of grant-date fair value expensed immediately for awards granted to retirement-eligible grantees	$ 322	$ 867
Repurchase of Class A common stock, Shares	291,447	157,304
Repurchase of Class A common stock	$ 6,047	$ 3,436	$ 6,082
Restricted stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted	632,869
Grant-date fair value	$ 20.89
Unrecognized compensation cost	$ 19,231
Weighted-average period of unrecognized compensation cost expected to be recognized	28 months
Performance shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted	217,548
Grant-date fair value	$ 17.44
Unrecognized compensation cost	$ 8,756
Weighted-average period of unrecognized compensation cost expected to be recognized	27 months

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Write-Offs of Abandoned Development Projects and Demolition Costs (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Write-Offs of Abandoned Development Projects and Demolition Costs [Abstract]
Write-offs of abandoned development projects and demolition costs	$ 0	$ 0
Write-offs of abandoned development projects and demolition costs of unconsolidated entities	$ 6,218,000	$ 351,000

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Gain on Change in Control (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Gain on Change in Control of Interest [Abstract]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	50.00%
Proceeds from deconsolidation of a rental property	$ 24,000,000	$ 0
Forest City Ownership Percentage in Bayside Village	50.00%
Decrease in Real Estate Due to Deconsolidation of Property	$ 415,000,000
Decrease in Nonrecourse Mortgage Debt Due to Deconsolidation of Property	127,000,000
Noncontrolling Interest, Decrease from Deconsolidation	133,090,000
Increase in Investments In and Advances to Unconsolidated Entities Due to Deconsolidation of Property	227,000,000
Gain on change in control of interests	$ 117,711,000	$ 0

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Loss on Extinguishment of Debt (Details Textuals) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Extinguishment of Debt Disclosures [Abstract]
Loss on extinguishment of debt	$ 2,388,000	$ 2,843,000

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Net Gain on Disposition of Interest in Unconsolidated Entities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net gain on disposition of interest in unconsolidated entities [Line Items]
Net gain on disposition of interest in unconsolidated entities	$ 74,959,000	$ 17,701,000
Regional Malls - QIC [Member]
Net gain on disposition of interest in unconsolidated entities [Line Items]
Net gain on disposition of interest in unconsolidated entities	74,838,000	0
Federally assisted housing apartments [Member]
Net gain on disposition of interest in unconsolidated entities [Line Items]
Net gain on disposition of interest in unconsolidated entities	121,000	9,349,000
Shops at Bruckner Boulevard [Member]
Net gain on disposition of interest in unconsolidated entities [Line Items]
Net gain on disposition of interest in unconsolidated entities	0	8,183,000
Other [Member]
Net gain on disposition of interest in unconsolidated entities [Line Items]
Net gain on disposition of interest in unconsolidated entities	$ 0	$ 169,000

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Net Gain on Disposition of Interest in Unconsolidated Entities (Details Textuals)	1 Months Ended	3 Months Ended
	Apr. 30, 2018 USD ($)	Mar. 31, 2018 USD ($) property	Mar. 31, 2017 USD ($) properties	Apr. 02, 2018 USD ($)	Dec. 31, 2017 USD ($)
Disposal Group, not including discontinued operations [Line Items]
Cash proceeds		$ 157,992,000	$ 25,796,000
Notes receivable		$ 459,069,000			$ 398,785,000
Number of FAH apartment communities sold		1	6
Regional Malls - QIC [Member]
Disposal Group, not including discontinued operations [Line Items]
Cash proceeds		$ 74,203,000
Notes receivable		51,929,000
Federally assisted housing apartments [Member]
Disposal Group, not including discontinued operations [Line Items]
Cash proceeds		$ 43,000	$ 18,122,000
Shops at Bruckner Boulevard [Member]
Disposal Group, not including discontinued operations [Line Items]
Cash proceeds			$ 8,863,000
Subsequent Event [Member] | Westchester's Ridge Hill [Member]
Disposal Group, not including discontinued operations [Line Items]
Cash proceeds	$ 10,468,000
Notes receivable				$ 61,136,000

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Income Taxes (Details Textuals) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Percentage of annual REIT taxable income to be distributed annually to shareholders	90.00%
Period after REIT Conversion Assets Sold Subject to Income Taxes	5 years
Income tax expense	$ 1,409	$ 51

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Income Taxes (Details Textual 1)	Dec. 31, 2017 USD ($)
TRS [Member]
Tax Credit Carryforward [Line Items]
Net operating loss carryforward	$ 106,505,000
REIT [Member]
Tax Credit Carryforward [Line Items]
Net operating loss carryforward	$ 76,176,000

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Net Gain on Disposition of Full or Partial Interest in Rental Properties, Net of Tax (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Disposal Group, not including discontinued operations [Line Items]
Gain (loss) on disposition of full or partial interest in rental properties	$ (2,404,000)	$ 9,303,000
Tax effect	130,000	0
Net gain on disposition of full or partial interest in rental properties, net of tax	(2,534,000)	9,303,000
461 Dean Street [Member]
Disposal Group, not including discontinued operations [Line Items]
Gain (loss) on disposition of full or partial interest in rental properties	(3,713,000)	0
Illinois Science and Technology Park [Member]
Disposal Group, not including discontinued operations [Line Items]
Gain (loss) on disposition of full or partial interest in rental properties	0	3,771,000
Federally assisted housing apartment [Member]
Disposal Group, not including discontinued operations [Line Items]
Gain (loss) on disposition of full or partial interest in rental properties	464,000	0
Other [Member]
Disposal Group, not including discontinued operations [Line Items]
Gain (loss) on disposition of full or partial interest in rental properties	$ 845,000	$ 5,532,000

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Net Gain of Disposition of Full or Partial Interest in Rental Properties, Net of Tax (Details Textuals) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net Gain on Disposition of Full or Partial Interest in Rental Properties
Cash proceeds	$ 157,992	$ 25,796
461 Dean Street [Member]
Net Gain on Disposition of Full or Partial Interest in Rental Properties
Cash proceeds	$ 147,193
Illinois Science and Technology Park [Member]
Net Gain on Disposition of Full or Partial Interest in Rental Properties
Cash proceeds		$ 16,494

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Earnings Per Share (Details) - USD ($)		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
The reconciliation of basic and diluted EPS computations
Net earnings attributable to Forest City Realty Trust, Inc.		$ 199,747,000	$ 40,917,000
Distributed and undistributed earnings allocated to participating securities		(1,625,000)	(374,000)
Net earnings attributable to common stockholders ‑ Basic		198,122,000	40,543,000
Net gain on disposition of full or partial interest in rental properties, net of tax		(2,534,000)	9,303,000
Interest on convertible debt		1,141,000	0
Net earnings attributable to common stockholders - Diluted		$ 199,263,000	$ 40,543,000
Denominators
Weighted average shares outstanding - Basic		265,440,763	258,797,277
Effect of stock options and performance shares		589,985	402,992
Effect of convertible debt		5,213,392	0
Weighted average shares outstanding - Diluted	[1]	271,244,140	259,200,269
Earnings per share
Net earnings attributable to common shareholders - Basic		$ 0.75	$ 0.16
Net earnings attributable to common stockholders - Diluted		$ 0.73	$ 0.16

[1] Incremental shares from restricted stock and convertible securities aggregating 1,901,530 and 7,860,297 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive.(2)Weighted-average options, restricted stock and performance shares of 719,716 and 2,167,229 for the three months ended March 31, 2018 and 2017, respectively, were not included in the computation of diluted EPS because their effect is anti-dilutive under the treasury stock method.

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Earnings Per Share (Details Textual) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restricted Stock and Convertible Securities [Member]
Earnings Per Share (Textual) [Abstract]
Anti-dilutive securities excluded from computation of earnings per share	1,901,530	7,860,297
Weighted-average options, restricted stock and performance shares [Member]
Earnings Per Share (Textual) [Abstract]
Anti-dilutive securities excluded from computation of earnings per share	719,716	2,167,229

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Segment Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Financial data of reportable segments
Identifiable Assets	$ 7,959,716,000		$ 8,063,287,000
Revenues	209,920,000	$ 216,006,000
Operating Expenses	127,146,000	125,990,000
Depreciation and amortization	55,285,000	63,555,000
Capital expenditures	67,309,000	96,685,000
Office
Financial data of reportable segments
Identifiable Assets	3,061,692,000		3,025,810,000
Revenues	111,472,000	113,539,000
Operating Expenses	43,790,000	42,776,000
Depreciation and amortization	27,870,000	33,999,000
Capital expenditures	6,209,000	14,302,000
Apartments
Financial data of reportable segments
Identifiable Assets	2,309,164,000		2,246,479,000
Revenues	74,270,000	72,098,000
Operating Expenses	35,964,000	33,904,000
Depreciation and amortization	20,494,000	18,651,000
Capital expenditures	2,695,000	3,920,000
Retail
Financial data of reportable segments
Identifiable Assets	388,272,000		368,353,000
Revenues	6,380,000	14,750,000
Operating Expenses	3,624,000	10,754,000
Depreciation and amortization	782,000	3,065,000
Capital expenditures	760,000	415,000
Total Operations
Financial data of reportable segments
Identifiable Assets	5,759,128,000		5,640,642,000
Revenues	192,122,000	200,387,000
Operating Expenses	83,378,000	87,434,000
Depreciation and amortization	49,146,000	55,715,000
Capital expenditures	9,664,000	18,637,000
Development
Financial data of reportable segments
Identifiable Assets	1,563,728,000		2,020,273,000
Revenues	17,798,000	15,619,000
Operating Expenses	15,635,000	18,448,000
Depreciation and amortization	5,524,000	7,166,000
Capital expenditures	57,559,000	78,027,000
Corporate
Financial data of reportable segments
Identifiable Assets	636,860,000		$ 402,372,000
Revenues	0	0
Operating Expenses	28,133,000	20,108,000
Depreciation and amortization	615,000	674,000
Capital expenditures	$ 86,000	$ 21,000

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Segment Information (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	$ 199,747,000	$ 40,917,000
Depreciation and amortization	55,285,000	63,555,000
Interest expense	26,967,000	27,975,000
Amortization of mortgage procurement costs	1,306,000	1,222,000
Loss on extinguishment of debt	(2,388,000)	(2,843,000)
Net (gain) loss on disposition of full or partial interest in rental properties	(2,534,000)	9,303,000
Gain on disposition of unconsolidated entities	74,959,000	17,701,000
Gain on change in control of interests	117,711,000	0
Total
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	199,747,000	40,917,000
Interest expense	43,118,000	47,831,000
Amortization of mortgage procurement costs	1,637,000	1,832,000
Income tax expense	1,824,000	51,000
Loss on extinguishment of debt	2,269,000	4,466,000
Net (gain) loss on disposition of full or partial interest in rental properties	2,404,000	(9,303,000)
Gain on disposition of unconsolidated entities	(74,607,000)	(17,701,000)
Gain on change in control of interests	(117,711,000)
Organizational transformation and termination benefits	15,950,000	4,525,000
Adjusted EBIDTA attributable to Forest City Realty Trust, Inc.	145,052,000	151,669,000
Total | Adjusted EBIDTA Depreciation
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	70,421,000	79,051,000
Office
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	41,456,000	42,309,000
Depreciation and amortization	27,870,000	33,999,000
Interest expense	0	0
Amortization of mortgage procurement costs	0	0
Income tax expense	0	0
Loss on extinguishment of debt	0	0
Net (gain) loss on disposition of full or partial interest in rental properties	(94,000)	(3,771,000)
Gain on disposition of unconsolidated entities	0	0
Gain on change in control of interests	0
Organizational transformation and termination benefits	0	0
Adjusted EBIDTA attributable to Forest City Realty Trust, Inc.	69,918,000	73,400,000
Office | Adjusted EBIDTA Depreciation
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	28,556,000	34,862,000
Apartments
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	141,053,000	41,516,000
Depreciation and amortization	20,494,000	18,651,000
Interest expense	0	0
Amortization of mortgage procurement costs	0	0
Income tax expense	0	0
Loss on extinguishment of debt	0	0
Net (gain) loss on disposition of full or partial interest in rental properties	(1,214,000)	(5,532,000)
Gain on disposition of unconsolidated entities	(121,000)	(9,518,000)
Gain on change in control of interests	(117,711,000)
Organizational transformation and termination benefits	0	0
Adjusted EBIDTA attributable to Forest City Realty Trust, Inc.	44,896,000	48,957,000
Apartments | Adjusted EBIDTA Depreciation
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	22,889,000	22,491,000
Retail
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	93,562,000	31,358,000
Depreciation and amortization	782,000	3,065,000
Interest expense	0	0
Amortization of mortgage procurement costs	0	0
Income tax expense	0	0
Loss on extinguishment of debt	0	0
Net (gain) loss on disposition of full or partial interest in rental properties	0	0
Gain on disposition of unconsolidated entities	(74,486,000)	(8,183,000)
Gain on change in control of interests	0
Organizational transformation and termination benefits	0	0
Adjusted EBIDTA attributable to Forest City Realty Trust, Inc.	30,999,000	39,025,000
Retail | Adjusted EBIDTA Depreciation
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	11,923,000	15,850,000
Total Operations
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	276,071,000	115,183,000
Depreciation and amortization	49,146,000	55,715,000
Interest expense	0	0
Amortization of mortgage procurement costs	0	0
Income tax expense	0	0
Loss on extinguishment of debt	0	0
Net (gain) loss on disposition of full or partial interest in rental properties	(1,308,000)	(9,303,000)
Gain on disposition of unconsolidated entities	(74,607,000)	(17,701,000)
Gain on change in control of interests	(117,711,000)
Organizational transformation and termination benefits	0	0
Adjusted EBIDTA attributable to Forest City Realty Trust, Inc.	145,813,000	161,382,000
Total Operations | Adjusted EBIDTA Depreciation
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	63,368,000	73,203,000
Development
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	(9,311,000)	(10,577,000)
Depreciation and amortization	5,524,000	7,166,000
Interest expense	0	0
Amortization of mortgage procurement costs	0	0
Income tax expense	0	0
Loss on extinguishment of debt	0	0
Net (gain) loss on disposition of full or partial interest in rental properties	3,712,000	0
Gain on disposition of unconsolidated entities	0	0
Gain on change in control of interests	0
Organizational transformation and termination benefits	0	0
Adjusted EBIDTA attributable to Forest City Realty Trust, Inc.	839,000	(5,403,000)
Development | Adjusted EBIDTA Depreciation
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	6,438,000	5,174,000
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Net earnings (loss) attributable to Forest City Realty Trust, Inc.	(67,013,000)	(63,689,000)
Depreciation and amortization	615,000	674,000
Interest expense	43,118,000	47,831,000
Amortization of mortgage procurement costs	1,637,000	1,832,000
Income tax expense	1,824,000	51,000
Loss on extinguishment of debt	2,269,000	4,466,000
Net (gain) loss on disposition of full or partial interest in rental properties	0	0
Gain on disposition of unconsolidated entities	0	0
Gain on change in control of interests	0
Organizational transformation and termination benefits	15,950,000	4,525,000
Adjusted EBIDTA attributable to Forest City Realty Trust, Inc.	(1,600,000)	(4,310,000)
Corporate | Adjusted EBIDTA Depreciation
Segment Reporting, Revenue Reconciling Item [Line Items]
Depreciation and amortization	$ 615,000	$ 674,000

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Subsequent Event (Details Textual) - USD ($)	1 Months Ended
	Apr. 30, 2018	Sep. 30, 2018	Apr. 25, 2018	Mar. 31, 2018
Subsequent Event [Line Items]
Ownership interest prior to acquisition				50.00%
Subsequent Event [Member]
Subsequent Event [Line Items]
Ownership interest acquired			50.00%
Purchase price	$ 302,000,000
Ownership interest prior to acquisition			50.00%
Ownership interest subsequent to acquisition			50.00%
Scenario, Forecast [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Ownership interest subsequent to acquisition		100.00%