8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

Form 8-K

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 3, 2015

_____________________________________________________________

Forest City Enterprises, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________________

Ohio (State or other jurisdiction of incorporation or organization)	1-4372 (Commission File Number)	34-0863886 (I.R.S. Employer Identification No.)
Terminal Tower, 50 Public Square Suite 1100, Cleveland, Ohio		44113
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: 216-621-6060
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The information in this Current Report on Form 8-K, including exhibits, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K, including exhibits, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as may be expressly set forth by specific reference in such filing.

On November 3, 2015, Forest City Enterprises, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2015. This press release refers to its supplemental package which is available on its website. The supplemental package and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith.

Exhibit Number		Description
99.1	—	Forest City Enterprises, Inc. Supplemental Package for the quarter ended September 30, 2015.
99.2	—	Press Release dated November 3, 2015.

SIGNATURE

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 hereunto duly authorized.

		FOREST CITY ENTERPRISES, INC.
		By:	/s/ ROBERT G. O'BRIEN
		Name:	Robert G. O’Brien
		Title:	Executive Vice President and Chief Financial Officer
Date:	November 3, 2015

EXHIBIT INDEX

Exhibit Number		Description
99.1	—	Forest City Enterprises, Inc. Supplemental Package for the quarter ended September 30, 2015.
99.2	—	Press Release dated November 3, 2015.

EX-99.1

Exhibit 99.1

Supplemental Package

For the Quarter Ended September 30, 2015

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Package

Third Quarter 2015

NYSE: FCEA, FCEB

Index

Corporate Description	2
Selected Financial Information
Consolidated Balance Sheets	7
Consolidated Statements of Operations	11
Net Asset Value Components	15
Supplemental Operating Information
Occupancy Data	19
Retail Sales Data	20
Leasing Summary	21
Comparable Net Operating Income (NOI)	24
NOI Detail	25
NOI by Product Type	27
NOI by Core Market	28
Reconciliation of NOI to Earnings (Loss) Before Income Taxes	29
Segment Operating Results	31
Reconciliation of Net Earnings (Loss) to FFO	39
Reconciliation of FFO to Operating FFO	40
Reconciliation of Net Earnings (Loss) to EBITDA	41
Operating FFO Bridges	43
Historical Trends	45
Development Pipeline	47
Supplemental Financial Information
Common Stock Data/Financial Covenants	52
Nonrecourse Debt Maturities Table	53
Summary of FFO by Segment	55

This supplemental package, 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 1A of our Form 10-Q for the quarter ended September 30, 2015 and Item 1A of our Form 10-K for the year ended December 31, 2014 and other factors that might cause differences, some of which could be material, include, but are not limited to, the inability of the company to complete the conversion to REIT status in a timely manner, its failure to satisfy any conditions to completion of the conversion to REIT status, including receipt of required third­ party consents, its failure to complete the conversion to REIT status for any other reason, its ability to qualify or to remain qualified as a REIT, 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, its inability to meet expectations regarding the accounting and tax treatments of qualifying as a REIT, the possibility that the conversion to REIT status may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management's attention from ongoing business operations and opportunities, the impact of issuing equity, debt or both to satisfy its E&P Distribution and any other future distributions it would be required to make as a REIT, the impact of the amount and timing of any future distributions, the impact of covenants that would prevent it from satisfying REIT distribution requirements, its lack of experience operating as a REIT if it successfully converts, legislative, administrative, regulatory or other actions affecting real estate investment trusts, including positions taken by the Internal Revenue Service, the effect on the market price of its common stock following its conversion to REIT status and the E&P Distribution, the impact to its deferred tax liability balance upon conversion to REIT status, the impact of current lending and capital market conditions on its liquidity, its ability to finance or refinance projects or repay its debt, the impact of the slow economic recovery on its ownership, development and management of its commercial real estate portfolio, general real estate investment and development risks, using modular construction as a new construction methodology and owning a factory to produce modular units, vacancies in its properties, risks associated with developing and managing properties in partnership with others, downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts and other armed conflicts, risks of owning and operating an arena, risks associated with an investment in a professional sports team, the ability to sell all or a portion of its ownership interests in a professional sports team and arena, its substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by its credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of its insurance carriers, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, 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, volatility in the market price of its publicly traded securities, inflation risks, litigation risks, cybersecurity risks, cyber incidents, its ability to achieve its strategic goals are based on significant assumptions, and its ability to complete non-core asset sales as well as other risks listed from time to time in the company's SEC filings, including but not limited to, the company's 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.

1

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial and Operating Information

Corporate Description

We principally engage in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. We have $10.0 billion of consolidated assets in 24 states and the District of Columbia at September 30, 2015. 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.

We operate through three strategic business units, which represent four reportable operating segments (collectively, the "Real Estate Groups"):

• Commercial Group, our largest strategic business unit, owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings and mixed-use projects. Additionally, it operates Barclays Center, a sports and entertainment arena located in Brooklyn, New York, which is reported as a separate operating segment ("Arena").

• Residential Group owns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments, adaptive re-use developments and subsidized senior housing. Additionally, it owns interests in entities that develop and manage military family housing.

• Land Development Group acquires and sells both land and developed lots to residential, commercial and industrial customers at its Stapleton project in Denver, Colorado.

Corporate Activities is the other reportable operating segment, which includes our equity method investment in the Brooklyn Nets (the "Nets"), a member of the National Basketball Association ("NBA").

Planned REIT Conversion

On January 13, 2015, our Board of Directors approved a plan to pursue conversion to real estate investment trust ("REIT") status. On September 16, 2015, the Securities and Exchange Commission (the "SEC") declared our wholly owned subsidiary, Forest City Realty Trust, Inc.’s registration statement on Form S-4 effective. On September 17, 2015, we filed with the SEC a definitive proxy statement and Forest City Realty Trust, Inc. filed a prospectus in connection with our plan to convert to REIT status. Our special shareholder meeting to present proposals related to our conversion to REIT status was held on October 20, 2015. Each of the proposals presented to the shareholders received the required number of affirmative votes, and as a result, each proposal was approved by the shareholders. We expect to elect REIT status for our taxable year ended December 31, 2016, subject to business conditions, the completion of related preparatory work, obtaining necessary approvals and third-party consents.

Supplemental Financial and Operating Information

We recommend this supplemental package be read in conjunction with our Form 10-Q for the three and nine months ended September 30, 2015. This supplemental package contains information prepared in accordance with generally accepted accounting principles ("GAAP") under the full consolidation accounting method and information prepared under the pro-rata consolidation method, a non-GAAP measure. We present certain financial amounts under the pro-rata consolidation method because we believe this information is useful to financial statement users as this method reflects the manner in which we operate our business. We believe the non-GAAP financial and operating information presented under the pro-rata consolidation method, net operating income ("NOI"), comparable NOI, Funds From Operations ("FFO"), Operating FFO, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA are necessary to understand our business and operating results, along with net earnings and other GAAP measures. Our financial statement users can use these non-GAAP measures as supplementary information to evaluate our business. Our non-GAAP measures are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.

Consolidation Methods

In line with industry practice, we have a number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. Under GAAP, the full consolidation method is used to report assets and liabilities at 100% if deemed to be under our control or if we are deemed to be the primary beneficiary of the variable interest entity ("VIE"), even if our ownership is not 100%. Under the pro-rata consolidation method, we generally present our investments proportionate to our economic share of ownership. We provide reconciliations from the full consolidation method to the pro-rata consolidation method throughout this supplemental package.

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial and Operating Information

FFO

The majority of our peers in the publicly traded real estate industry are REITs and report operations using FFO as defined by the National Association of Real Estate Investment Trusts ("NAREIT"). Although we are not a REIT, we believe it is important to publish this measure to allow for easier comparison of our performance to our peers. The major difference between us and our REIT peers is that we are a taxable entity and any taxable income we generate could result in payment of federal or state income taxes. Our REIT peers typically do not pay federal or state income taxes on their qualified REIT investments, but distribute a significant portion of their taxable income to shareholders. Due to our effective tax management policies, we have not historically been a significant payer of income taxes. This has allowed us to retain our internally generated cash flows but has also resulted in large non-cash expenses for deferred taxes as required by GAAP.

FFO is defined by NAREIT as net earnings excluding the following items at our proportionate share: i) gain (loss) on full or partial disposition of rental properties, divisions and other investments (net of tax); ii) non-cash charges for real estate depreciation and amortization; iii) impairment of depreciable real estate (net of tax); and iv) cumulative or retrospective effect of change in accounting principle (net of tax).

Operating FFO

In addition to reporting FFO, we report Operating FFO as an additional measure of our operating performance. We believe it is appropriate to adjust FFO for significant items driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the on-going operating performance of our properties. We use Operating FFO as an indicator of continuing operating results in planning and executing our business strategy. Operating FFO should not be considered to be an alternative to net earnings computed under GAAP as an indicator of our operating performance and may not be directly comparable to similarly-titled measures reported by other companies.

We define Operating FFO as FFO adjusted to exclude: i) impairment of non-depreciable real estate; ii) write-offs of abandoned development projects and demolition costs; iii) income recognized on state and federal historic and other tax credits; iv) gains or losses from extinguishment of debt; v) change in fair market value of nondesignated hedges; vi) gains or losses on change in control of interests; vii) the adjustment to recognize rental revenues and rental expense using the straight-line method; viii) participation payments to ground lessors on refinancing of our properties; ix) other transactional items; x) the Nets pre-tax FFO; and xi) income taxes on FFO.

EBITDA

EBITDA, a non-GAAP measure, is defined as net earnings excluding the following items at our proportionate share: i) non-cash charges for depreciation and amortization; ii) interest expense; iii) amortization of mortgage procurement costs; and iv) income taxes. EBITDA may not be directly comparable to similarly-titled measures reported by other companies.

Adjusted EBITDA

We define Adjusted EBITDA as EBITDA adjusted to exclude: i) impairment of real estate; ii) gains or losses from extinguishment of debt; iii) gain (loss) on full or partial disposition of rental properties, development projects and other investments; iv) gains or losses on change in control of interests; v) other transactional items; and vi) the Nets pre-tax EBITDA. We believe EBITDA, Adjusted EBITDA and net debt to Adjusted EBITDA provide additional information in evaluating our credit and ability to service our debt obligations. Adjusted EBITDA may not be directly comparable to similarly-titled measures reported by other companies.

NOI

NOI, a non-GAAP measure, reflects our share of the core operations of our rental real estate portfolio, prior to any financing activity. NOI is defined as revenues less operating expenses of consolidated and unconsolidated subsidiaries within our Commercial Group and our Residential Group, except for revenues and cost of sales associated with sales of land held in these segments. The activities of the Land Development Group and Corporate Activities do not involve the operations of our rental property portfolio and therefore are not included in NOI.

Our historical NOI was calculated based on an entire company perspective rather than focusing on the core operations of our rental real estate portfolio. It included amounts associated with the Land Development Group and Corporate Activities, all of which are now excluded to arrive at our rental real estate portfolio property NOI measure. In addition, we evaluated revenue and expense items in the Commercial and Residential segments and determined straight-line rent adjustments should be included in NOI (previously excluded) and land sales less cost of land sales, interest and other income and write-offs of abandoned development projects should be excluded (previously included). We believe the NOI calculation provides a financial measure that better reflects the ongoing operating performance of our rental property portfolio and aligns our NOI reporting closer to that of our peers. Prior periods were adjusted for comparability purposes.

We believe NOI provides important information about our core operations and, along with earnings, is necessary to understand our business and operating results. NOI may not be directly comparable to similarly-titled measures reported by other companies.

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial and Operating Information

Comparable NOI

We use comparable NOI as a metric to evaluate the performance of our multi-family, office and retail properties. This measure provides a same-store comparison of operating results of all stabilized properties that are open and operating in all periods presented. Non-capitalizable development costs and unallocated management and service company overhead are not directly attributable to an 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 and NOI impacts of changes in ownership percentages, are excluded from comparable NOI and are included in non-comparable NOI. Retained properties considered non-comparable are disclosed in the Segment Operating Results of this supplemental package. Other properties and activities such as Arena, subsidized senior housing, military housing, straight-line rent adjustments and participation payments as a result of refinancing transactions are not evaluated on a comparable basis and the NOI from these properties and activities is considered non-comparable NOI.

Comparable NOI is an operating statistic defined as NOI from stabilized properties operated in all periods presented, net of noncontrolling interests. Comparable NOI is useful because it measures the performance of the same properties on a period-to-period basis and is used to assess operating performance and resource allocation of the operating properties within our strategic business units. While property dispositions, acquisitions or other factors impact net earnings in the short term, we believe comparable NOI presents a more consistent view of the overall performance of our operating portfolio from period to period. A reconciliation of NOI to earnings (loss) before income taxes, the most comparable financial measure calculated in accordance with GAAP, a reconciliation of NOI to earnings (loss) before income taxes for each strategic business unit and a reconciliation from NOI to comparable NOI are included in this supplemental package.

Supplemental Operating Information

The operating information contained in this document includes: occupancy data, retail sales data, leasing summaries, comparable NOI, NOI by product type and core market, reconciliation of NOI to earnings (loss) before income taxes, segment operating results discussion, reconciliation of net earnings (loss) to FFO, reconciliation of FFO to Operating FFO, reconciliation of net earnings (loss) to EBITDA, Operating FFO bridges, historical trends and our development pipeline. We believe this information gives interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including stabilized properties open and operated in both the three and nine months ended September 30, 2015 and 2014. We believe occupancy data, retail sales data, leasing spreads on retail and office properties, and other rental rate information on multi-family properties represent meaningful operating statistics about us.

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial and Operating Information

Corporate Headquarters

Forest City Enterprises, Inc.

Terminal Tower

50 Public Square, Suite 1100

Cleveland, Ohio 44113

Annual Report on Form 10-K

A copy of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission for the year ended December 31, 2014, can be found on our website under SEC Filings or may be obtained without charge upon written request to:

Jeffrey B. Linton

Senior Vice President - Corporate Communication

JeffLinton@forestcity.net

Website

www.forestcity.net

The information contained on this website is not incorporated herein by reference and does not constitute a part of this supplemental package.

Investor Relations

Jeffrey M. Frericks

Vice President - Capital Markets

JeffreyFrericks@forestcity.net

Investor Presentations

Please note we periodically post updated investor presentations on the Investors page of our website at www.forestcity.net. It is possible the periodic updates may include information deemed to be material. Therefore, we encourage investors, the media, and other interested parties to review the Investors page of our website at www.forestcity.net for the most recent investor presentation.

Transfer Agent and Registrar

Wells Fargo

Shareowner Services

P.O. Box 64854

St. Paul, MN 55164-9440

(800) 468-9716

www.shareowneronline.com

NYSE Listings

FCEA - Class A Common Stock ($.33 1/3 par value)

FCEB - Class B Common Stock ($.33 1/3 par value)

Dividend Reinvestment and Stock Purchase Plan

We offer our shareholders the opportunity to purchase additional shares of common stock through the Forest City Enterprises, Inc. Dividend Reinvestment and Stock Purchase Plan (the “Plan”). You may obtain a copy of the Plan prospectus and an enrollment card by contacting Wells Fargo Shareowner Services at (800) 468-9716 or by visiting www.shareowneronline.com.

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Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Balance Sheet – September 30, 2015 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Assets
Real Estate
Completed rental properties
Residential	$	2,602,983		$	382,618		$	999,350		$	3,219,715
Commercial
Retail centers	1,398,072			—			1,671,244			3,069,316
Office buildings	3,630,631			110,278			96,295			3,616,648
Arena	950,884			585,629			—			365,255
Corporate and other equipment	10,364			—			—			10,364
Total completed rental properties	8,592,934			1,078,525			2,766,889			10,281,298
Projects under construction
Residential	462,079			254,091			90,919			298,907
Commercial
Retail centers	—			—			—			—
Office buildings	57,997			—			64,732			122,729
Total projects under construction	520,076			254,091			155,651			421,636
Projects under development
Operating properties	40,764			—			11,525			52,289
Residential	109,827			154			238,714			348,387
Commercial
Retail centers	37,592			—			3,983			41,575
Office buildings	94,362			8,876			3,261			88,747
Total projects under development	282,545			9,030			257,483			530,998
Total projects under construction and development	802,621			263,121			413,134			952,634
Land inventory	73,566			4,793			8,796			77,569
Total Real Estate	9,469,121			1,346,439			3,188,819			11,311,501
Less accumulated depreciation	(1,677,620		)	(131,010		)	(641,241		)	(2,187,851		)
Real Estate, net	7,791,501			1,215,429			2,547,578			9,123,650
Cash and equivalents	331,449			59,405			67,418			339,462
Restricted cash	241,562			28,461			116,345			329,446
Notes and accounts receivable, net	444,136			38,336			65,427			471,227
Investments in and advances to unconsolidated entities	665,623			(102,900		)	(654,813		)	113,710
Lease and mortgage procurement costs, net	164,893			24,242			78,999			219,650
Prepaid expenses and other deferred costs, net	117,294			21,083			20,196			116,407
Intangible assets, net	203,783			15,237			15,575			204,121
Total Assets	$	9,960,241		$	1,299,293		$	2,256,725		$	10,917,673

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Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Balance Sheet – September 30, 2015 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Liabilities and Equity
Liabilities
Mortgage debt and notes payable, nonrecourse
Completed rental properties
Residential	$	1,430,561		$	229,458		$	692,722		$	1,893,825
Commercial
Retail centers	633,846			—			1,242,677			1,876,523
Office buildings	1,802,916			43,713			64,544			1,823,747
Arena	466,993			317,748			—			149,245
Total completed rental properties	4,334,316			590,919			1,999,943			5,743,340
Projects under construction
Residential	106,080			30,793			3,786			79,073
Commercial
Retail centers	—			—			—			—
Office buildings	28,481			—			41,908			70,389
Total projects under construction	134,561			30,793			45,694			149,462
Projects under development
Operating properties	—			—			—			—
Residential	32,292			—			148,465			180,757
Commercial
Retail centers	—			—			—			—
Office buildings	—			—			—			—
Total projects under development	32,292			—			148,465			180,757
Total projects under construction and development	166,853			30,793			194,159			330,219
Land inventory	—			—			8,580			8,580
Total mortgage debt and notes payable, nonrecourse	4,501,169			621,712			2,202,682			6,082,139
Revolving credit facility	—			—			—			—
Convertible senior debt	272,249			—			—			272,249
Construction payables	174,637			75,925			31,990			130,702
Operating accounts payable and accrued expenses	707,874			100,854			153,852			760,872
Accrued derivative liability	85,578			—			8,360			93,938
Total Accounts payable, accrued expenses and other liabilities	968,089			176,779			194,202			985,512
Cash distributions and losses in excess of investments in unconsolidated entities	149,162			(9,240		)	(140,159		)	18,243
Deferred income taxes	483,084			—			—			483,084
Total Liabilities	6,373,753			789,251			2,256,725			7,841,227
Redeemable Noncontrolling Interest	168,226			168,226			—			—
Equity
Shareholders’ Equity
Shareholders’ equity before accumulated other comprehensive loss	3,027,405			—			—			3,027,405
Accumulated other comprehensive loss	(49,959		)	—			—			(49,959		)
Total Shareholders’ Equity	2,977,446			—			—			2,977,446
Noncontrolling interest	440,816			341,816			—			99,000
Total Equity	3,418,262			341,816			—			3,076,446
Total Liabilities and Equity	$	9,960,241		$	1,299,293		$	2,256,725		$	10,917,673

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Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Balance Sheet – December 31, 2014 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Assets
Real Estate
Completed rental properties
Residential	$	2,470,813		$	370,855		$	1,060,830		$	3,160,788
Commercial
Retail centers	1,747,127			—			1,654,140			3,401,267
Office buildings	2,584,854			107,656			262,524			2,739,722
Arena	940,029			579,518			—			360,511
Corporate and other equipment	10,738			—			—			10,738
Total completed rental properties	7,753,561			1,058,029			2,977,494			9,673,026
Projects under construction
Residential	176,148			96,567			9,262			88,843
Commercial
Retail centers	—			—			—			—
Office buildings	8,940			—			42,923			51,863
Total projects under construction	185,088			96,567			52,185			140,706
Projects under development
Operating properties	29,187			—			12,589			41,776
Residential	139,923			22,769			214,084			331,238
Commercial
Retail centers	33,807			—			4,014			37,821
Office buildings	89,952			8,791			3,180			84,341
Total projects under development	292,869			31,560			233,867			495,176
Total projects under construction and development	477,957			128,127			286,052			635,882
Land inventory	97,469			5,351			8,537			100,655
Total Real Estate	8,328,987			1,191,507			3,272,083			10,409,563
Less accumulated depreciation	(1,555,965		)	(106,096		)	(680,584		)	(2,130,453		)
Real Estate, net	6,773,022			1,085,411			2,591,499			8,279,110
Cash and equivalents	326,518			41,062			79,716			365,172
Restricted cash	266,530			30,484			125,680			361,726
Notes and accounts receivable, net	419,038			26,052			59,786			452,772
Investments in and advances to unconsolidated entities	620,466			(105,718		)	(605,009		)	121,175
Lease and mortgage procurement costs, net	173,104			24,061			81,617			230,660
Prepaid expenses and other deferred costs, net	112,484			12,635			14,702			114,551
Intangible assets, net	123,778			17,554			16,436			122,660
Total Assets	$	8,814,940		$	1,131,541		$	2,364,427		$	10,047,826

9

Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Balance Sheet – December 31, 2014 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Liabilities and Equity
Liabilities
Mortgage debt and notes payable, nonrecourse
Completed rental properties
Residential	$	1,376,329		$	202,112		$	740,668		$	1,914,885
Commercial
Retail centers	638,310			—			1,252,645			1,890,955
Office buildings	1,642,913			72,277			247,424			1,818,060
Arena	457,055			310,381			—			146,674
Total completed rental properties	4,114,607			584,770			2,240,737			5,770,574
Projects under construction
Residential	61,905			4,266			1,293			58,932
Commercial
Retail centers	—			—			—			—
Office buildings	29,422			—			23,370			52,792
Total projects under construction	91,327			4,266			24,663			111,724
Projects under development
Operating properties	—			—			—			—
Residential	32,267			—			97,467			129,734
Commercial
Retail centers	—			—			—			—
Office buildings	—			—			—			—
Total projects under development	32,267			—			97,467			129,734
Total projects under construction and development	123,594			4,266			122,130			241,458
Land inventory	—			—			8,580			8,580
Total mortgage debt and notes payable, nonrecourse	4,238,201			589,036			2,371,447			6,020,612
Revolving credit facility	—			—			—			—
Convertible senior debt	700,000			—			—			700,000
Construction payables	110,108			26,866			34,557			117,799
Operating accounts payable and accrued expenses	634,541			71,262			162,154			725,433
Accrued derivative liability	102,362			—			7,755			110,117
Total Accounts payable, accrued expenses and other liabilities	847,011			98,128			204,466			953,349
Cash distributions and losses in excess of investments in unconsolidated entities	211,493			(21,775		)	(211,486		)	21,782
Deferred income taxes	482,474			—			—			482,474
Total Liabilities	6,479,179			665,389			2,364,427			8,178,217
Redeemable Noncontrolling Interest	183,038			183,038			—			—
Equity
Shareholders’ Equity
Shareholders’ equity before accumulated other comprehensive loss	1,776,793			—			—			1,776,793
Accumulated other comprehensive loss	(58,846		)	—			—			(58,846		)
Total Shareholders’ Equity	1,717,947			—			—			1,717,947
Noncontrolling interest	434,776			283,114			—			151,662
Total Equity	2,152,723			283,114			—			1,869,609
Total Liabilities and Equity	$	8,814,940		$	1,131,541		$	2,364,427		$	10,047,826

10

Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Statement of Operations – Three Months Ended September 30, 2015 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Revenues
Rental	$	168,723		$	11,925		$	57,794		$	214,592
Tenant recoveries	38,161			2,020			15,596			51,737
Service and management fees	9,911			75			1,797			11,633
Parking and other	17,145			803			3,564			19,906
Arena	24,637			11,120			—			13,517
Land sales	23,535			2,293			384			21,626
Subsidized Senior Housing	—			—			12,079			12,079
Military Housing	6,945			—			1,420			8,365
Total revenues	289,057			28,236			92,634			353,455
Expenses
Property operating and management	97,215			4,039			23,899			117,075
Real estate taxes	24,261			1,645			7,327			29,943
Ground rent	3,701			81			2,482			6,102
Arena operating	17,199			7,399			—			9,800
Cost of land sales	9,189			763			—			8,426
Subsidized Senior Housing operating	—			—			7,548			7,548
Military Housing operating	1,938			—			673			2,611
Corporate general and administrative	10,191			—			—			10,191
REIT conversion and reorganization costs	9,515			—			—			9,515
	173,209			13,927			41,929			201,211
Depreciation and amortization	79,966			7,710			20,357			92,613
Impairment of real estate	425,463			—			1,384			426,847
Total expenses	678,638			21,637			63,670			720,671
Operating income (loss)	(389,581		)	6,599			28,964			(367,216		)
Interest and other income	8,995			519			411			8,887
Net gain on disposition of full or partial interests in rental properties	1,746			—			1,009			2,755
Interest expense	(49,007		)	(7,305		)	(24,315		)	(66,017		)
Amortization of mortgage procurement costs	(1,793		)	(61		)	(720		)	(2,452		)
Loss on extinguishment of debt	(23,609		)	(719		)	(128		)	(23,018		)
Earnings (loss) before income taxes	(453,249		)	(967		)	5,221			(447,061		)
Income tax expense (benefit)
Current	6,526			—			—			6,526
Deferred	(186,172		)	—			—			(186,172		)
	(179,646		)	—			—			(179,646		)
Earnings (loss) from unconsolidated entities, gross of tax	(29,507		)	76			(5,221		)	(34,804		)
Net loss	(303,110		)	(891		)	—			(302,219		)
Noncontrolling interests
Loss attributable to noncontrolling interests, gross of tax	891			891			—			—
Net loss attributable to Forest City Enterprises, Inc.	$	(302,219	)	$	—		$	—		$	(302,219	)

11

Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Statement of Operations – Nine Months Ended September 30, 2015 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Revenues
Rental	$	457,809		$	34,348		$	185,275		$	608,736
Tenant recoveries	101,241			5,781			51,066			146,526
Service and management fees	31,394			147			5,148			36,395
Parking and other	43,644			2,019			13,865			55,490
Arena	80,497			36,322			—			44,175
Land sales	47,589			4,696			1,483			44,376
Subsidized Senior Housing	—			—			36,181			36,181
Military Housing	23,724			1,655			4,201			26,270
Total revenues	785,898			84,968			297,219			998,149
Expenses
Property operating and management	285,940			12,893			74,730			347,777
Real estate taxes	66,959			4,961			24,374			86,372
Ground rent	9,376			248			8,663			17,791
Arena operating	55,019			24,267			—			30,752
Cost of land sales	15,716			1,374			—			14,342
Subsidized Senior Housing operating	—			—			22,990			22,990
Military Housing operating	6,289			923			2,020			7,386
Corporate general and administrative	35,895			—			—			35,895
REIT conversion and reorganization costs	25,498			—			—			25,498
	500,692			44,666			132,777			588,803
Depreciation and amortization	206,782			22,856			62,553			246,479
Write-offs of abandoned development projects	5,778			—			10,191			15,969
Impairment of real estate	425,463			—			1,384			426,847
Total expenses	1,138,715			67,522			206,905			1,278,098
Operating income (loss)	(352,817		)	17,446			90,314			(279,949		)
Interest and other income	27,977			1,435			1,057			27,599
Net gain on disposition of full or partial interests in rental properties	1,746			—			20,293			22,039
Net gain on change in control of interests	487,684			—			—			487,684
Interest expense	(149,335		)	(22,481		)	(75,351		)	(202,205		)
Amortization of mortgage procurement costs	(5,756		)	(205		)	(2,308		)	(7,859		)
Loss on extinguishment of debt	(61,953		)	(719		)	(736		)	(61,970		)
Earnings (loss) before income taxes	(52,454		)	(4,524		)	33,269			(14,661		)
Income tax expense (benefit)
Current	10,050			—			—			10,050
Deferred	(6,651		)	—			—			(6,651		)
	3,399			—			—			3,399
Earnings (loss) from unconsolidated entities, gross of tax	(1,185		)	158			(33,269		)	(34,612		)
Net loss	(57,038		)	(4,366		)	—			(52,672		)
Noncontrolling interests
Loss attributable to noncontrolling interests, gross of tax	4,366			4,366			—			—
Net loss attributable to Forest City Enterprises, Inc.	$	(52,672	)	$	—		$	—		$	(52,672	)

12

Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Statement of Operations – Three Months Ended September 30, 2014 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Revenues
Rental	$	132,536		$	3,701		$	69,414		$	198,249
Tenant recoveries	30,082			1,945			18,374			46,511
Service and management fees	12,150			18			1,828			13,960
Parking and other	13,604			309			5,633			18,928
Arena	25,039			11,380			—			13,659
Land sales	15,123			1,512			247			13,858
Subsidized Senior Housing	—			—			11,776			11,776
Military Housing	6,209			—			1,375			7,584
Total revenues	234,743			18,865			108,647			324,525
Expenses
Property operating and management	92,347			2,758			28,657			118,246
Real estate taxes	19,691			797			9,418			28,312
Ground rent	2,411			95			2,896			5,212
Arena operating	17,105			7,693			—			9,412
Cost of land sales	2,879			266			—			2,613
Subsidized Senior Housing operating	—			—			7,517			7,517
Military Housing operating	1,958			—			778			2,736
Corporate general and administrative	13,763			—			—			13,763
	150,154			11,609			49,266			187,811
Depreciation and amortization	55,511			4,888			21,521			72,144
Write-offs of abandoned development projects and demolition costs	456			—			—			456
Impairment of real estate	966			—			—			966
Total expenses	207,087			16,497			70,787			261,377
Operating income (loss)	27,656			2,368			37,860			63,148
Interest and other income	10,096			469			97			9,724
Net gain (loss) on disposition of full or partial interests in rental properties	(146		)	27			9,189			9,016
Interest expense	(59,312		)	(7,605		)	(25,858		)	(77,565		)
Amortization of mortgage procurement costs	(2,074		)	(43		)	(808		)	(2,839		)
Gain (loss) on extinguishment of debt	(49		)	(37		)	312			300
Earnings (loss) before income taxes	(23,829		)	(4,821		)	20,792			1,784
Income tax expense (benefit)
Current	3,493			—			—			3,493
Deferred	(3,858		)	—			—			(3,858		)
	(365		)	—			—			(365		)
Earnings (loss) from unconsolidated entities, gross of tax	19,346			17			(20,792		)	(1,463		)
Net earnings (loss)	(4,118		)	(4,804		)	—			686
Noncontrolling interests
Loss attributable to noncontrolling interests, gross of tax	4,804			4,804			—			—
Net earnings attributable to Forest City Enterprises, Inc.	$	686		$	—		$	—		$	686

13

Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Consolidated Statement of Operations – Nine Months Ended September 30, 2014 (Unaudited)

	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Plus Discontinued Operations			Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Revenues
Rental	$	391,019		$	11,091		$	209,955		$	4,015		$	593,898
Tenant recoveries	89,146			5,234			55,530			1,377			140,819
Service and management fees	36,053			95			5,433			—			41,391
Parking and other	38,272			800			16,690			36			54,198
Arena	84,968			38,420			—			—			46,548
Land sales	50,367			4,974			2,688			1,601			49,682
Subsidized Senior Housing	—			—			35,072			—			35,072
Military Housing	24,092			1,358			4,221			—			26,955
Total revenues	713,917			61,972			329,589			7,029			988,563
Expenses
Property operating and management	283,075			6,118			83,115			2,539			362,611
Real estate taxes	59,445			2,404			27,968			(667		)	84,342
Ground rent	6,465			270			10,030			—			16,225
Arena operating	55,399			24,805			—			—			30,594
Cost of land sales	17,081			1,524			990			1,142			17,689
Subsidized Senior Housing operating	—			—			22,942			—			22,942
Military Housing operating	10,216			1,311			2,301			—			11,206
Corporate general and administrative	35,383			—			—			—			35,383
	467,064			36,432			147,346			3,014			580,992
Depreciation and amortization	169,838			14,250			64,504			986			221,078
Write-offs of abandoned development projects and demolition costs	1,389			—			—			—			1,389
Impairment of real estate	130,795			—			—			—			130,795
Total expenses	769,086			50,682			211,850			4,000			934,254
Operating income (loss)	(55,169		)	11,290			117,739			3,029			54,309
Interest and other income	33,974			1,501			293			—			32,766
Net loss on disposition of partial interest in development project	(19,590		)	(3,379		)	—			—			(16,211		)
Net gain (loss) on disposition of full or partial interests in rental properties	(613		)	27			50,075			28,042			77,477
Net gain on change in control of interests	2,759			—			—			—			2,759
Interest expense	(178,917		)	(19,981		)	(81,763		)	(5,538		)	(246,237		)
Amortization of mortgage procurement costs	(5,967		)	(293		)	(2,397		)	(41		)	(8,112		)
Gain (loss) on extinguishment of debt	(927		)	(37		)	16			(448		)	(1,322		)
Earnings (loss) before income taxes	(224,450		)	(10,872		)	83,963			25,044			(104,571		)
Income tax expense (benefit)
Current	8,992			—			—			3,675			12,667
Deferred	(52,373		)	—			—			8,407			(43,966		)
	(43,381		)	—			—			12,082			(31,299		)
Earnings (loss) from unconsolidated entities, gross of tax	80,543			94			(83,963		)	—			(3,514		)
Earnings (loss) from continuing operations	(100,526		)	(10,778		)	—			12,962			(76,786		)
Discontinued operations, net of tax
Operating loss from rental properties	(1,844		)	(8		)	—			1,836			—
Gain on disposition of rental properties	14,856			58			—			(14,798		)	—
	13,012			50			—			(12,962		)	—
Net loss	(87,514		)	(10,728		)	—			—			(76,786		)
Noncontrolling interests
Loss from continuing operations attributable to noncontrolling interests, gross of tax	10,778			10,778			—			—			—
Earnings from discontinued operations attributable to noncontrolling interests	(50		)	(50		)	—			—			—
	10,728			10,728			—			—			—
Net loss attributable to Forest City Enterprises, Inc.	$	(76,786	)	$	—		$	—		$	—		$	(76,786	)

14

Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Net Asset Value Components – September 30, 2015

The following represents components of our business relevant to calculate Net Asset Value (“NAV”), a non-GAAP measure. There is no directly comparable GAAP financial measure to NAV. We consider NAV to be a useful supplemental measure which assists both management and investors to estimate the fair value of our Company. The calculation of NAV involves significant estimates and can be calculated using various methods. Each individual investor must determine the specific methodology, assumptions and estimates to use to arrive at an estimated NAV of the Company.

The components of NAV do not consider the potential changes in rental and fee income streams or development platform. The components include non-GAAP financial measures, such as NOI and information related to our rental properties business prepared using the pro-rata consolidation method. Although these measures are not presented in accordance with GAAP, investors can use these non-GAAP measures as supplementary information to evaluate our business. The non-GAAP measures presented are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.

Net Asset Value Components - September 30, 2015
Completed Rental Properties
	Q3 2015			Net Stabilized			Stabilized			Annualized			Nonrecourse
(Dollars in millions at pro-rata)	NOI (1)			Adjustments (2)			NOI			Stabilized NOI (3)			Debt (4)
Commercial Real Estate	A			B			=A+B
Retail
Regional Malls	$	33.2		$	1.9		$	35.1		$	140.4		$	(1,357.9	)
Specialty Retail Centers	14.4			(0.1		)	14.3			57.2			(518.6		)
Subtotal Retail	$	47.6		$	1.8		$	49.4		$	197.6		$	(1,876.5	)
Office
Life Science	$	22.2		$	0.9		$	23.1		$	92.4		$	(596.9	)
New York	36.4			(1.0		)	35.4			141.6			(1,064.8		)
Central Business District	4.7			(0.7		)	4.0			16.0			(57.5		)
Suburban/Other	3.6			—			3.6			14.4			(104.6		)
Subtotal Office	$	66.9		$	(0.8	)	$	66.1		$	264.4		$	(1,823.8	)
Arena	$	3.7		$	3.9		$	7.6		$	30.3		$	(149.2	)
Residential Real Estate
Apartments, Core Markets	$	32.3		$	1.6		$	33.9		$	135.6		$	(1,362.4	)
Apartments, Non-Core Markets	10.0			1.6			11.6			46.4			(364.1		)
Subsidized Senior Housing	4.5			(0.4		)	4.1			16.4			(138.8		)
Military Housing	5.8			(1.5		)	4.3			17.0			(28.5		)
Subtotal	$	170.8		$	6.2		$	177.0		$	707.7		$	(5,743.3	)
Other	(11.0		)	2.2			(8.8		)	(35.0		)	—
Grand Total	$	159.8		$	8.4		$	168.2		$	672.7		$	(5,743.3	)
Development Pipeline										Book Value (4)
Projects under construction										$	421.6		$	(149.5	)
Projects under development										$	531.0		$	(180.8	)
Land inventory										$	77.6		$	(8.6	)
Other Tangible Assets
Cash and equivalents										$	339.5
Restricted cash										$	329.4
Notes and accounts receivable, net (5)										$	471.2
Net investments and advances to unconsolidated entities										$	95.5
Prepaid expenses and other deferred costs, net										$	116.4
Recourse Debt and Other Liabilities
Revolving credit facility										$	—
Convertible senior debt										$	(272.2	)
Less: convertible debt										$	272.2
Construction payables										$	(130.7	)
Operating accounts payable and accrued expenses (6)										$	(760.9	)
Share Data (in millions)
Diluted weighted average number of shares for the three months ended September 30, 2015										273.4

15

Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Net Asset Value Components – September 30, 2015(continued)

(1) Q3 2015 NOI is reconciled to NOI at full consolidation by Product Group for the three months ended September 30, 2015 in the Supplemental Operating Information section of this supplemental package.

(2) The net stabilized adjustments column represents net adjustments assumed to arrive at an estimated annualized stabilized NOI for properties currently in initial lease-up periods, net of the removal of partial period NOI for recently sold properties. The following properties are currently in their initial lease-up periods:

	Cost at Full Consolidation (GAAP)		Cost at FCE Pro-Rata Share (Non-GAAP)		Lease Commitment % as of
Property					October 27, 2015
	(in millions)
Apartments:
3700M	$	0.0	$	22.7	94%
Winchester Lofts (Non-Core Market)	$	62.8	$	62.8	82%

a) NOI for the apartments in the above tableis reflected at 5% of the pro-rata cost. This assumption does not reflect our anticipated NOI, but rather is used in order to establish a hypothetical basis for an estimated valuation of leased-up properties.

b) Annual NOI for the Arena is expected to stabilize at approximately $55 million at full consolidation in the 2016 calendar year. Based on the partnership agreement, we expect to receive 55% of the NOI allocation until certain member loans are repaid. Therefore, we have included a stabilization adjustment to the Q3 2015 NOI to arrive at an annual stabilized NOI of $30.3 million.

In addition, we include stabilization adjustments to the Q3 2015 NOI as follows:

c) Due to the ongoing lease up at Westchester's Ridge Hill (Regional Mall), we have included a stabilization adjustment to the Q3 2015 NOI to arrive at $33.0 million, our estimate of annualized stabilized NOI. The lease commitment percentage as of October 27, 2015 was 83%, which represents committed leases, including an anticipated agreement with Lowe’s to enter into a ground lease for the 5 acre parcel at the end of the project. 

d) Due to a temporary decline in occupancy at 88 Sidney Street (Life Science), we have included a stabilization adjustment to the Q3 2015 NOI to arrive at our estimate of stabilized NOI.

e) Due to planned renovations at Ballston Common (Regional Mall), we have included a stabilization adjustment to the Q3 2015 NOI to arrive at our estimate of stabilized NOI.

f) Due to quarterly fluctuations of NOI as a result of distribution restrictions from our limited-distribution subsidized senior housing properties, we have included a stabilization adjustment to the Q3 2015 NOI to arrive at our estimate of stabilized NOI.

g) At the conclusion of the initial development period at each of our military housing communities, we estimate the ongoing property and asset management fees, net of operating expenses, to be $17.0 million.

h) Other excludes straight-line rent adjustments of $4.1 million and certain variable development and operating overhead.

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

(3) Pro-rata annualized stabilized NOI is calculated by taking the Q3 2015 stabilized NOI times a multiple of four.

(4) Amounts are derived from the respective pro-rata balance sheet line item as of September 30, 2015 and are reconciled to their GAAP equivalents in the Selected Financial Information section of this supplemental package.

(5) Includes $162.0 million of straight-line rent receivable (net of $8.9 million of allowance for doubtful accounts).

(6) Includes $59.7 million of straight-line rent payable.

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Forest City Enterprises, Inc. and Subsidiaries

Selected Financial Information

Net Asset Value Components - Stabilized NOI - Q2 2015 vs. Q3 2015

The following represents the quarterly change in stabilized NOI used to estimate NAV, as a result of recent property openings, acquisitions or sales, as well as other portfolio changes. GAAP reconciliations for beginning period can be found in prior supplemental packages furnished with the Securities and Exchange Commission and are available on our website at www.forestcity.net.

Net Asset Value Components - Stabilized NOI
				Stabilized Adjustments
	Q2 2015			Property		Property		Property			Portfolio			Q3 2015
(Dollars in millions at pro-rata)	Stabilized NOI			Openings		Acquisitions		Sales			NOI Changes			Stabilized NOI
Commercial Real Estate
Retail
Regional Malls	$	35.7		$	—	$	—	$	—		$	(0.6	)	$	35.1
Specialty Retail Centers	13.6			—		—		—			0.7			14.3
Subtotal Retail	$	49.3		$	—	$	—	$	—		$	0.1		$	49.4
Office
Life Science	$	22.2		$	—	$	—	$	—		$	0.9		$	23.1
New York	36.3			—		—		—			(0.9		)	35.4
Central Business District	4.9			—		—		(1.1		)	0.2			4.0
Suburban/Other	4.0			—		—		—			(0.4		)	3.6
Subtotal Office	$	67.4		$	—	$	—	$	(1.1	)	$	(0.2	)	$	66.1
Arena	$	7.6		$	—	$	—	$	—		$	—		$	7.6
Residential Real Estate
Apartments, Core Markets	$	33.7		$	—	$	—	$	—		$	0.2		$	33.9
Apartments, Non-Core Markets	12.5			—		—		—			(0.9		)	11.6
Subsidized Senior Housing	4.1			—		—		—			—			4.1
Military Housing	4.3			—		—		—			—			4.3
Subtotal	$	178.9		$	—	$	—	$	(1.1	)	$	(0.8	)	$	177.0
Other	(8.8		)	—		—		—			—			(8.8		)
Grand Total	$	170.1		$	—	$	—	$	(1.1	)	$	(0.8	)	$	168.2

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Occupancy Data

Retail and office occupancy data represents leased occupancy at the end of the quarter. Leased occupancy percentage is calculated by dividing the sum of the total tenant occupied space under the lease and vacant space under lease by gross leasable area ("GLA"). Occupancy data includes leases with original terms of one year or less.

	Leased Occupancy
	As of September 30,
Retail	2015	2014
Comparable	93.2%	92.1%
Total	93.0%	91.9%
Office
Comparable	95.9%	94.3%
Total	94.9%	92.4%

Residential occupancy data represents economic occupancy, which is calculated by dividing the period-to-date gross potential rent less vacancy by gross potential rent. Residential occupancy data excludes military and limited-distribution subsidized senior housing units.

	Economic Occupancy
	Nine Months Ended September 30,
Residential	2015	2014
Comparable	95.2%	94.8%
Total	93.7%	92.2%

The graph below provides comparable leased and economic occupancy data as reported in previous quarters. Prior period amounts may differ from above since the properties qualifying as comparable change from period to period.

Comparable Occupancy Percentage Trend

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Retail Sales Data

The following provides retail sales data for small shop inline tenants at our regional malls. We believe this data allows investors to better understand the productivity of our small shop inline tenants.

The graph below represents regional mall sales for tenants that were open and operating for the duration of each rolling 12-month period presented. Those tenants that have begun and/or ceased operations in the rolling 12-month periods shown are not included.

FCE Regional Mall Sales per Square Foot ⁽¹⁾ 

Rolling 12-month basis for periods presented

(1) All sales data is derived from schedules provided by our tenants and is not subject to the same internal control and verification procedures applied to other data supplied in this supplemental package.

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Leasing Summary

Retail Centers

The following tables represent those new leases and GLA signed and rent per square foot ("SF") on the same space in which there was a former tenant and existing tenant renewals.

Regional Malls

Quarter	Number of Leases Signed	GLA Signed	Contractual Rent Per SF (1)		Expired Rent  Per SF (1)		Cash Basis % Change over Prior Rent
Q4 2014	31	115,496	$	59.57	$	47.42	25.6	%
Q1 2015	34	169,951	$	46.51	$	36.92	26.0	%
Q2 2015	21	48,967	$	63.79	$	49.62	28.6	%
Q3 2015	38	174,228	$	46.82	$	37.55	24.7	%
Total	124	508,642	$	51.25	$	40.66	26.0	%

Specialty Retail Centers

Quarter	Number of Leases Signed	GLA Signed	Contractual Rent Per SF (1)		Expired Rent  Per SF (1)		Cash Basis % Change over Prior Rent
Q4 2014	3	23,198	$	52.55	$	50.48	4.1	%
Q1 2015	11	40,421	$	34.55	$	35.41	(2.4	)%
Q2 2015	7	42,562	$	31.74	$	29.95	6.0	%
Q3 2015	3	45,814	$	36.81	$	33.78	9.0	%
Total	24	151,995	$	37.19	$	35.67	4.3	%

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
Q4 2014	38	450,848	$	40.31	$	38.36	5.1	%	5	44,432	$	36.26	495,280
Q1 2015	18	75,460	$	22.49	$	21.40	5.1	%	2	8,196	$	21.94	83,656
Q2 2015	24	223,312	$	33.34	$	31.82	4.8	%	4	4,696	$	20.89	228,008
Q3 2015	12	168,622	$	69.08	$	68.50	0.8	%	2	5,582	$	17.18	174,204
Total	92	918,242	$	42.55	$	40.87	4.1	%	13	62,906	$	31.55	981,148

(1) Retail and Office contractual rent per square foot includes base rent and fixed additional charges for common area maintenance and real estate taxes as of rental commencement. Retail contractual rent per square foot also includes fixed additional marketing/promotional charges. For all expiring leases, contractual rent per square foot includes any applicable escalations.

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Apartment Communities

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 Residential Rental Rates (2)						Economic Residential Occupancy
Comparable Apartment	Leasable Units	Three Months Ended September 30,						Three Months Ended September 30,
Communities (1)	at Pro-Rata % (3)	2015		2014		% Change		2015		2014		% Change
Core Markets	8,170	$	1,911	$	1,850	3.3	%	95.7	%	95.8	%	(0.1	)%
Non-Core Markets	7,401	$	907	$	879	3.2	%	93.6	%	94.4	%	(0.8	)%
Total Comparable Apartments	15,571	$	1,434	$	1,388	3.3	%	95.1	%	95.4	%	(0.3	)%

Year-to-Date Comparison

		Monthly Average Residential Rental Rates (2)						Economic Residential Occupancy
Comparable Apartment	Leasable Units	Nine Months Ended September 30,						Nine Months Ended September 30,
Communities (1)	at Pro-Rata % (3)	2015		2014		% Change		2015		2014		% Change
Core Markets	7,967	$	1,899	$	1,845	2.9	%	95.6	%	95.5	%	0.1	%
Non-Core Markets	7,401	$	893	$	871	2.5	%	94.1	%	93.2	%	0.9	%
Total Comparable Apartments	15,368	$	1,415	$	1,376	2.8	%	95.2	%	94.8	%	0.4	%

Sequential Comparison

		Monthly Average Residential Rental Rates (2)						Economic Residential Occupancy
		Three Months Ended						Three Months Ended
Comparable Apartment	Leasable Units	September 30,		June 30,				September 30,		June 30,
Communities (1)	at Pro-Rata % (3)	2015		2015		% Change		2015		2015		% Change
Core Markets	8,586	$	1,907	$	1,879	1.5	%	95.5	%	95.7	%	(0.2	)%
Non-Core Markets	8,549	$	928	$	912	1.8	%	93.9	%	95.0	%	(1.1	)%
Total Comparable Apartments	17,135	$	1,419	$	1,396	1.6	%	95.0	%	95.5	%	(0.5	)%

(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 September 30, 2015, 17.4% of leasable units in core markets and 4.2% of leasable units in non-core markets were affordable housing units. Excludes all military and limited-distribution subsidized senior housing units.

(2) Represents gross potential rent less concessions.

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

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Comparable NOI - Pro-Rata

	Three Months Ended		Nine Months Ended
	September 30, 2015		September 30, 2015
Retail	4.9	%	5.1	%
Office	4.5	%	4.0	%
Apartments	2.2	%	4.5	%
Total	3.9	%	4.5	%

The tables below provide the percentage change of Comparable NOI as reported in previous quarters. GAAP reconciliations for previous periods can be found in prior supplemental packages furnished with the Securities and Exchange Commission and are available on our website at www.forestcity.net.

Quarterly Historical Trends											Annual Historical Trends
	Three Months Ended											Year Ended		11 Months Ended		Year Ended
	September 30, 2015		June 30, 2015		March 31, 2015		December 31, 2014		September 30, 2014			December 31, 2014		December 31, 2013		January 31, 2013
Retail	4.9	%	4.4	%	6.4	%	10.5	%	6.5	%	Retail	2.6	%	3.6	%	2.1	%
Office	4.5	%	2.4	%	4.4	%	9.2	%	4.7	%	Office	6.6	%	(6.4	)%	2.1	%
Apartments	2.2	%	5.2	%	5.5	%	2.8	%	3.4	%	Apartments	4.3	%	4.7	%	7.3	%
Total	3.9	%	3.8	%	5.3	%	7.7	%	4.8	%	Total	4.8	%	(0.2	)%	3.2	%

24

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

	Net Operating Income(in thousands)
	Three Months Ended September 30, 2015									Three Months Ended September 30, 2014									% Change
	Full Consolidation (1)			Less Noncontrolling Interest			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)			Less Noncontrolling Interest			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)		Pro-Rata Consolidation (Non-GAAP)
Retail
Comparable
Adjusted revenues	$	77,191		$	—		$	77,191		$	74,825		$	—		$	74,825		3.2	%	3.2	%
Adjusted operating expenses	34,144			—			34,144			33,781			—			33,781			1.1	%	1.1	%
Comparable NOI	43,047			—			43,047			41,044			—			41,044			4.9	%	4.9	%
Non-Comparable NOI	4,557			—			4,557			3,837			(34		)	3,871
Total	47,604			—			47,604			44,881			(34		)	44,915
Office Buildings
Comparable
Adjusted revenues	105,682			4,928			100,754			101,924			4,680			97,244			3.7	%	3.6	%
Adjusted operating expenses	44,932			2,412			42,520			43,901			2,409			41,492			2.3	%	2.5	%
Comparable NOI	60,750			2,516			58,234			58,023			2,271			55,752			4.7	%	4.5	%
Non-Comparable NOI	8,810			148			8,662			1,656			78			1,578
Total	69,560			2,664			66,896			59,679			2,349			57,330
Apartments
Comparable
Adjusted revenues	73,897			4,473			69,424			71,748			4,198			67,550			3.0	%	2.8	%
Adjusted operating expenses	31,764			1,558			30,206			30,703			1,533			29,170			3.5	%	3.6	%
Comparable NOI	42,133			2,915			39,218			41,045			2,665			38,380			2.7	%	2.2	%
Non-Comparable NOI	6,980			3,900			3,080			(1,995		)	(2,310		)	315
Total	49,113			6,815			42,298			39,050			355			38,695
Arena	7,352			3,664			3,688			8,933			4,346			4,587
Subsidized Senior Housing	4,531			—			4,531			4,259			—			4,259
Military Housing	5,754			—			5,754			4,848			—			4,848
Straight-line rent adjustments	4,300			189			4,111			(1,430		)	(651		)	(779		)
Participation payments	(11		)	—			(11		)	—			—			—
Other (2)	(15,569		)	(510		)	(15,059		)	(13,735		)	(320		)	(13,415		)
Total NOI
Comparable
Adjusted revenues	256,770			9,401			247,369			248,497			8,878			239,619			3.3	%	3.2	%
Adjusted operating expenses	110,840			3,970			106,870			108,385			3,942			104,443			2.3	%	2.3	%
Comparable NOI	145,930			5,431			140,499			140,112			4,936			135,176			4.2	%	3.9	%
Non-Comparable NOI	26,704			7,391			19,313			6,373			1,109			5,264
Grand Total	$	172,634		$	12,822		$	159,812		$	146,485		$	6,045		$	140,440

(1) Includes the Company's pro-rata share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.

(2) Includes non-capitalizable development costs and unallocated management and service company overhead.

25

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

	Net Operating Income(in thousands)
	Nine Months Ended September 30, 2015									Nine Months Ended September 30, 2014												% Change
	Full Consolidation (1)			Less Noncontrolling Interest			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)			Less Noncontrolling Interest			Plus Discontinued Operations			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)		Pro-Rata Consolidation (Non-GAAP)
Retail
Comparable
Adjusted revenues	$	228,541		$	—		$	228,541		$	221,729		$	—		$	—		$	221,729		3.1	%	3.1	%
Adjusted operating expenses	103,168			—			103,168			102,440			—			—			102,440			0.7	%	0.7	%
Comparable NOI	125,373			—			125,373			119,289			—			—			119,289			5.1	%	5.1	%
Non-Comparable NOI	11,389			—			11,389			10,228			(34		)	3,678			13,940
Total	136,762			—			136,762			129,517			(34		)	3,678			133,229
Office Buildings
Comparable
Adjusted revenues	312,031			14,517			297,514			300,213			13,656			—			286,557			3.9	%	3.8	%
Adjusted operating expenses	133,801			7,197			126,604			129,107			6,868			—			122,239			3.6	%	3.6	%
Comparable NOI	178,230			7,320			170,910			171,106			6,788			—			164,318			4.2	%	4.0	%
Non-Comparable NOI	12,634			406			12,228			4,197			211			(43		)	3,943
Total	190,864			7,726			183,138			175,303			6,999			(43		)	168,261
Apartments
Comparable
Adjusted revenues	215,724			13,066			202,658			208,102			12,154			—			195,948			3.7	%	3.4	%
Adjusted operating expenses	92,268			4,754			87,514			90,432			4,681			—			85,751			2.0	%	2.1	%
Comparable NOI	123,456			8,312			115,144			117,670			7,473			—			110,197			4.9	%	4.5	%
Non-Comparable NOI	17,852			10,288			7,564			1,731			(5,528		)	—			7,259
Total	141,308			18,600			122,708			119,401			1,945			—			117,456
Arena	25,336			11,961			13,375			29,448			13,535			—			15,913
Subsidized Senior Housing	13,191			—			13,191			12,130			—			—			12,130
Military Housing	19,616			732			18,884			15,796			47			—			15,749
Straight-line rent adjustments	4,709			238			4,471			2,834			159			(79		)	2,596
Participation payments	(11		)	—			(11		)	(1,469		)	—			—			(1,469		)
Other (2)	(50,780		)	(2,029		)	(48,751		)	(50,240		)	(342		)	—			(49,898		)
Total NOI
Comparable
Adjusted revenues	756,296			27,583			728,713			730,044			25,810			—			704,234			3.6	%	3.5	%
Adjusted operating expenses	329,237			11,951			317,286			321,979			11,549			—			310,430			2.3	%	2.2	%
Comparable NOI	427,059			15,632			411,427			408,065			14,261			—			393,804			4.7	%	4.5	%
Non-Comparable NOI	53,936			21,596			32,340			24,655			8,048			3,556			20,163
Grand Total	$	480,995		$	37,228		$	443,767		$	432,720		$	22,309		$	3,556		$	413,967

(1) Includes the Company's pro-rata share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.

(2) Includes non-capitalizable development costs and unallocated management and service company overhead.

26

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Net Operating Income by Product Type

Pro-Rata Consolidation (dollars in thousands)

Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014

NOI by Product Type	$	474,683		NOI by Product Type	$	446,825
Arena	13,375			Arena	15,913
Straight-line rent adjustments	4,471			Straight-line rent adjustments	2,596
Participation payments	(11		)	Participation payments	(1,469		)
Other (2)	(48,751		)	Other (2)	(49,898		)
Grand Total NOI	$	443,767		Grand Total NOI	$	413,967

(1) Includes limited-distribution subsidized senior housing.

(2) Includes non-capitalizable development costs and unallocated management and service company overhead.

27

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Net Operating Income by Core Market

Pro-Rata Consolidation (dollars in thousands)

Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014

NOI by Market	$	455,799		NOI by Market	$	431,076
Arena	13,375			Arena	15,913
Military Housing	18,884			Military Housing	15,749
Straight-line rent adjustments	4,471			Straight-line rent adjustments	2,596
Participation payments	(11		)	Participation payments	(1,469		)
Other (3)	(48,751		)	Other (3)	(49,898		)
Grand Total NOI	$	443,767		Grand Total NOI	$	413,967

(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 non-capitalizable development costs and unallocated management and service company overhead.

28

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

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

	Three Months Ended September 30, 2015												Three Months Ended September 30, 2014
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Plus Discontinued Operations		Pro-Rata Consolidation (Non-GAAP)
Total revenues	$	289,057		$	28,236		$	92,634		$	353,455		$	234,743		$	18,865		$	108,647		$	—	$	324,525
Revenues of unconsolidated entities	92,634			—			(92,634		)	—			108,647			—			(108,647		)	—		—
Exclude land sales	(23,535		)	(2,293		)	(384		)	(21,626		)	(15,123		)	(1,512		)	(247		)	—		(13,858		)
Exclude land sales of unconsolidated entities	(384		)	—			384			—			(247		)	—			247			—		—
Exclude Land Development Group revenues	(2,087		)	(205		)	(50		)	(1,932		)	(1,933		)	(190		)	(80		)	—		(1,823		)
Exclude Land Development Group revenues of unconsolidated entities	(50		)	—			50			—			(80		)	—			80			—		—
Adjusted revenues	355,635			25,738			—			329,897			326,007			17,163			—			—		308,844
Operating expenses	173,209			13,927			41,929			201,211			150,154			11,609			49,266			—		187,811
Operating expenses of unconsolidated entities	41,929			—			(41,929		)	—			49,266			—			(49,266		)	—		—
Exclude cost of land sales	(9,189		)	(763		)	—			(8,426		)	(2,879		)	(266		)	—			—		(2,613		)
Exclude Land Development Group operating expenses	(2,770		)	(248		)	(472		)	(2,994		)	(2,479		)	(225		)	(777		)	—		(3,031		)
Exclude Land Development Group operating expenses of unconsolidated entities	(472		)	—			472			—			(777		)	—			777			—		—
Exclude corporate general and administrative expenses	(10,191		)	—			—			(10,191		)	(13,763		)	—			—			—		(13,763		)
Exclude REIT conversion and reorganization costs	(9,515		)	—			—			(9,515		)	—			—			—			—		—
Adjusted operating expenses	183,001			12,916			—			170,085			179,522			11,118			—			—		168,404
Net operating income	$	172,634		$	12,822		$	—		$	159,812		$	146,485		$	6,045		$	—		$	—	$	140,440
Revenues of unconsolidated entities	(92,634		)	—			92,634			—			(108,647		)	—			108,647			—		—
Operating expenses of unconsolidated entities	41,929			—			(41,929		)	—			49,266			—			(49,266		)	—		—
Land sales	23,535			2,293			384			21,626			15,123			1,512			247			—		13,858
Land sales of unconsolidated entities	384			—			(384		)	—			247			—			(247		)	—		—
Cost of land sales	(9,189		)	(763		)	—			(8,426		)	(2,879		)	(266		)	—			—		(2,613		)
Land Development Group revenues	2,087			205			50			1,932			1,933			190			80			—		1,823
Land Development Group revenues of unconsolidated entities	50			—			(50		)	—			80			—			(80		)	—		—
Land Development Group operating expenses	(2,770		)	(248		)	(472		)	(2,994		)	(2,479		)	(225		)	(777		)	—		(3,031		)
Land Development Group operating expenses of unconsolidated entities	(472		)	—			472			—			(777		)	—			777			—		—
Corporate general and administrative expenses	(10,191		)	—			—			(10,191		)	(13,763		)	—			—			—		(13,763		)
REIT conversion and reorganization costs	(9,515		)	—			—			(9,515		)	—			—			—			—		—
Write-offs of abandoned development projects and demolition costs	—			—			—			—			(456		)	—			—			—		(456		)
Interest and other income	8,995			519			411			8,887			10,096			469			97			—		9,724
Interest expense	(49,007		)	(7,305		)	(24,315		)	(66,017		)	(59,312		)	(7,605		)	(25,858		)	—		(77,565		)
Gain (loss) on extinguishment of debt	(23,609		)	(719		)	(128		)	(23,018		)	(49		)	(37		)	312			—		300
Net gain (loss) on disposition of full or partial interests in rental properties	1,746			—			1,009			2,755			(146		)	27			9,189			—		9,016
Impairment of real estate	(425,463		)	—			(1,384		)	(426,847		)	(966		)	—			—			—		(966		)
Depreciation and amortization	(79,966		)	(7,710		)	(20,357		)	(92,613		)	(55,511		)	(4,888		)	(21,521		)	—		(72,144		)
Amortization of mortgage procurement costs	(1,793		)	(61		)	(720		)	(2,452		)	(2,074		)	(43		)	(808		)	—		(2,839		)
Earnings (loss) before income taxes	$	(453,249	)	$	(967	)	$	5,221		$	(447,061	)	$	(23,829	)	$	(4,821	)	$	20,792		$	—	$	1,784

29

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP)(in thousands) (continued)
	Nine Months Ended September 30, 2015												Nine Months Ended September 30, 2014
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Plus Discontinued Operations			Pro-Rata Consolidation (Non-GAAP)
Total revenues	$	785,898		$	84,968		$	297,219		$	998,149		$	713,917		$	61,972		$	329,589		$	7,029		$	988,563
Revenues of unconsolidated entities	297,219			—			(297,219		)	—			329,589			—			(329,589		)	—			—
Exclude land sales	(47,589		)	(4,696		)	(1,483		)	(44,376		)	(50,367		)	(4,974		)	(2,688		)	(1,601		)	(49,682		)
Exclude land sales of unconsolidated entities	(1,483		)	—			1,483			—			(2,688		)	—			2,688			—			—
Exclude Land Development Group revenues	(5,342		)	(520		)	(503		)	(5,325		)	(5,585		)	(537		)	(674		)	—			(5,722		)
Exclude Land Development Group revenues of unconsolidated entities	(503		)	—			503			—			(674		)	—			674			—			—
Adjusted revenues	1,028,200			79,752			—			948,448			984,192			56,461			—			5,428			933,159
Operating expenses	500,692			44,666			132,777			588,803			467,064			36,432			147,346			3,014			580,992
Operating expenses of unconsolidated entities	132,777			—			(132,777		)	—			147,346			—			(147,346		)	—			—
Exclude cost of land sales	(15,716		)	(1,374		)	—			(14,342		)	(17,081		)	(1,524		)	(990		)	(1,142		)	(17,689		)
Exclude cost of land sales of unconsolidated entities	—			—			—			—			(990		)	—			990			—			—
Exclude Land Development Group operating expenses	(7,608		)	(768		)	(1,547		)	(8,387		)	(7,486		)	(756		)	(1,998		)	—			(8,728		)
Exclude Land Development Group operating expenses of unconsolidated entities	(1,547		)	—			1,547			—			(1,998		)	—			1,998			—			—
Exclude corporate general and administrative expenses	(35,895		)	—			—			(35,895		)	(35,383		)	—			—			—			(35,383		)
Exclude REIT conversion and reorganization costs	(25,498		)	—			—			(25,498		)	—			—			—			—			—
Adjusted operating expenses	547,205			42,524			—			504,681			551,472			34,152			—			1,872			519,192
Net operating income	$	480,995		$	37,228		$	—		$	443,767		$	432,720		$	22,309		$	—		$	3,556		$	413,967
Revenues of unconsolidated entities	(297,219		)	—			297,219			—			(329,589		)	—			329,589			—			—
Operating expenses of unconsolidated entities	132,777			—			(132,777		)	—			147,346			—			(147,346		)	—			—
Land sales	47,589			4,696			1,483			44,376			50,367			4,974			2,688			1,601			49,682
Land sales of unconsolidated entities	1,483			—			(1,483		)	—			2,688			—			(2,688		)	—			—
Cost of land sales	(15,716		)	(1,374		)	—			(14,342		)	(17,081		)	(1,524		)	(990		)	(1,142		)	(17,689		)
Cost of land sales of unconsolidated entities	—			—			—			—			(990		)	—			990			—			—
Land Development Group revenues	5,342			520			503			5,325			5,585			537			674			—			5,722
Land Development Group revenues of unconsolidated entities	503			—			(503		)	—			674			—			(674		)	—			—
Land Development Group operating expenses	(7,608		)	(768		)	(1,547		)	(8,387		)	(7,486		)	(756		)	(1,998		)	—			(8,728		)
Land Development Group operating expenses of unconsolidated entities	(1,547		)	—			1,547			—			(1,998		)	—			1,998			—			—
Corporate general and administrative expenses	(35,895		)	—			—			(35,895		)	(35,383		)	—			—			—			(35,383		)
REIT conversion and reorganization costs	(25,498		)	—			—			(25,498		)	—			—			—			—			—
Write-offs of abandoned development projects and demolition costs	(5,778		)	—			(10,191		)	(15,969		)	(1,389		)	—			—			—			(1,389		)
Interest and other income	27,977			1,435			1,057			27,599			33,974			1,501			293			—			32,766
Interest expense	(149,335		)	(22,481		)	(75,351		)	(202,205		)	(178,917		)	(19,981		)	(81,763		)	(5,538		)	(246,237		)
Gain (loss) on extinguishment of debt	(61,953		)	(719		)	(736		)	(61,970		)	(927		)	(37		)	16			(448		)	(1,322		)
Net loss on disposition of partial interest in development project	—			—			—			—			(19,590		)	(3,379		)	—			—			(16,211		)
Net gain (loss) on disposition of full or partial interests in rental properties	1,746			—			20,293			22,039			(613		)	27			50,075			28,042			77,477
Net gain on change in control of interests	487,684			—			—			487,684			2,759			—			—			—			2,759
Impairment of real estate	(425,463		)	—			(1,384		)	(426,847		)	(130,795		)	—			—			—			(130,795		)
Depreciation and amortization	(206,782		)	(22,856		)	(62,553		)	(246,479		)	(169,838		)	(14,250		)	(64,504		)	(986		)	(221,078		)
Amortization of mortgage procurement costs	(5,756		)	(205		)	(2,308		)	(7,859		)	(5,967		)	(293		)	(2,397		)	(41		)	(8,112		)
Earnings (loss) before income taxes	$	(52,454	)	$	(4,524	)	$	33,269		$	(14,661	)	$	(224,450	)	$	(10,872	)	$	83,963		$	25,044		$	(104,571	)

30

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Segment Operating Results - Quarterly Comparison

The following tables present revenues, operating expenses and interest expense by segment on a pro-rata basis for the three months ended September 30, 2015 compared with the three months ended September 30, 2014.

	Commercial Group			Residential Group			Arena			Land Development Group		Total
Revenues for the three months ended September 30, 2014	$	192,294		$	102,891		$	13,659		$	15,681	$	324,525
Increase (decrease) due to:
Comparable portfolio	5,074			2,261			—			—		7,335
Non-comparable properties (1)	(91		)	6,179			(142		)	—		5,946
Properties in which partners' interest recently acquired	18,446			1,681			—			—		20,127
Recently disposed properties	(3,018		)	(5,441		)	—			—		(8,459		)
Properties in which partial interest was recently disposed	—			(3,414		)	—			—		(3,414		)
Land sales	—			611			—			7,157		7,768
Military housing	—			781			—			—		781
Subsidized senior housing	—			303			—			—		303
Other	(1,377		)	(189		)	—			109		(1,457		)
Revenues for the three months ended September 30, 2015	$	211,328		$	105,663		$	13,517		$	22,947	$	353,455

	Corporate Activities			Commercial Group			Residential Group			Arena		Land Development Group			Total
Operating expenses for the three months ended September 30, 2014	$	13,763		$	94,885		$	64,107		$	9,412	$	5,644		$	187,811
Increase (decrease) due to:
Comparable portfolio	—			764			1,598			—		—			2,362
Non-comparable properties (1)	—			186			374			388		—			948
Properties in which partners' interest recently acquired	—			4,516			752			—		—			5,268
Recently disposed properties	—			(1,299		)	(3,696		)	—		—			(4,995		)
Properties in which partial interest was recently disposed	—			—			(1,430		)	—		—			(1,430		)
Land cost of sales	—			—			89			—		5,724			5,813
Military housing	—			—			(125		)	—		—			(125		)
Subsidized senior housing	—			—			31			—		—			31
REIT conversion and reorganization costs	9,515			—			—			—		—			9,515
Development, management, corporate and other expenses	(3,572		)	28			(405		)	—		(38		)	(3,987		)
Operating expenses for the three months ended September 30, 2015	$	19,706		$	99,080		$	61,295		$	9,800	$	11,330		$	201,211

	Corporate Activities			Commercial Group			Residential Group			Arena			Land Development Group			Total
Interest expense for the three months ended September 30, 2014	$	9,581		$	50,217		$	13,120		$	4,819		$	(172	)	$	77,565
Increase (decrease) due to:
Comparable portfolio	—			(4,711		)	240			—			—			(4,471		)
Non-comparable properties (1)	—			(26		)	974			(460		)	—			488
Properties in which partners' interest recently acquired	—			1,217			161			—			—			1,378
Recently disposed properties	—			(1,174		)	(788		)	—			—			(1,962		)
Properties in which partial interest was recently disposed	—			—			(2,153		)	—			—			(2,153		)
Capitalized interest	—			(1,476		)	(2,298		)	—			69			(3,705		)
Mark-to-market adjustments on non-designated swaps	224			9			909			—			27			1,169
Corporate borrowings	(5,083		)	—			—			—			—			(5,083		)
Other	—			90			2,822			—			(121		)	2,791
Interest expense for the three months ended September 30, 2015	$	4,722		$	44,146		$	12,987		$	4,359		$	(197	)	$	66,017

31

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

(1) The following table presents the increases (decreases) in revenues, operating expenses and interest expense for Commercial and Residential properties in lease-up or recently stabilized but not comparable and other non-comparable properties:

		Three Months Ended September 30, 2015 vs. 2014
Property	Quarter Opened	Revenues			Operating Expenses			Interest Expense
Commercial:
Property recently stabilized or in lease-up:
The Yards - Lumbershed	Q3-13	$	83		$	121		$	—
Non-comparable property:
Ballston Common		(174		)	65			(26		)
Total Commercial		$	(91	)	$	186		$	(26	)
Residential:
Properties recently stabilized or in lease-up:
1111 Stratford	Q3-13/Q1-14	$	132		$	(293	)	$	(112	)
2175 Market Street	Q4-14	222			(38		)	56
3700M	Q3-14	695			271			92
Aster Conservatory Green	Q3-13/14	529			64			177
Radian	Q2-14	1,051			(2		)	54
The Yards - Twelve12	Q2-14	1,941			273			230
Winchester Lofts	Q4-14	446			144			327
Non-comparable properties:
Heritage		564			(197		)	(135		)
500 Sterling Place		599			152			285
Total Residential		$	6,179		$	374		$	974

Commercial Group- Quarterly Comparison

The increases in revenues, operating expenses and interest expense related to partners’ interest recently acquired are related to Boulevard Mall (Q4-2014), a regional mall located in Amherst, New York and the seven life science office properties and two parking facilities at University Park at MIT (Q2-2015) upon the acquisition of our partner’s equity interests in those properties. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. The decrease in interest expense for the comparable portfolio is primarily due to the paydown of nonrecourse mortgage notes for One MetroTech Center (Q2-2015),Harlem Office (Q3-2014) and Ballston Common Office Center (Q1-2015).

Ballston Common, a regional mall in Arlington, Virginia, is classified as a non-comparable property due to its upcoming planned renovation project.

Residential Group- Quarterly Comparison

The increases in revenues and operating expenses related to partners’ interest recently acquired are related to three operating apartment communities located in Northeast Ohio. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. The decreases in revenues, operating expenses and interest expense related to partial interest recently disposed are related to the contribution of two operating apartment communities into our strategic capital partnership with Arizona State Retirement System in the prior year. The decrease in interest expense related to capitalized interest is due to the increased number of projects under construction and development as we increased our construction pipeline.

Heritage is classified as a non-comparable property due to its recently completed renovation project resulting in a significant number of units being off-line.

500 Sterling Place, an apartment community in Brooklyn, New York, was acquired (Q1-2015) and is classified as a non-comparable property.

Corporate Activities- Quarterly Comparison

The decrease in interest expense is due to the privately negotiated exchanges of a portion of our Senior Notes due 2016, 2018 and 2020 for Class A common stock during 2015.

32

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Segment Operating Results - Year-to-Date Comparison

The following tables present revenues, operating expenses and interest expense by segment on a pro-rata basis for the nine months ended September 30, 2015 compared with the nine months ended September 30, 2014.

	Commercial Group			Residential Group			Arena			Land Development Group			Total
Revenues for the nine months ended September 30, 2014	$	582,741		$	307,187		$	46,548		$	52,087		$	988,563
Increase (decrease) due to:
Comparable portfolio	15,196			6,496			—			—			21,692
Non-comparable properties (1)	(69		)	18,391			(2,373		)	—			15,949
Properties in which partners' interest recently acquired	22,653			3,456			—			—			26,109
Recently disposed properties	(16,777		)	(15,693		)	—			—			(32,470		)
Properties in which partial interest was recently disposed	—			(9,895		)	—			—			(9,895		)
Land sales	(3,184		)	476			—			(2,598		)	(5,306		)
Military housing	—			(685		)	—			—			(685		)
Subsidized senior housing	—			1,109			—			—			1,109
Other	(5,015		)	(1,503		)	—			(399		)	(6,917		)
Revenues for the nine months ended September 30, 2015	$	595,545		$	309,339		$	44,175		$	49,090		$	998,149

	Corporate Activities		Commercial Group			Residential Group			Arena		Land Development Group			Total
Operating expenses for the nine months ended September 30, 2014	$	35,383	$	304,960		$	186,028		$	30,594	$	24,027		$	580,992
Increase (decrease) due to:
Comparable portfolio	—		3,410			2,644			—		—			6,054
Non-comparable properties (1)	—		(276		)	4,928			158		—			4,810
Properties in which partners' interest recently acquired	—		5,433			1,389			—		—			6,822
Recently disposed properties	—		(7,935		)	(9,971		)	—		—			(17,906		)
Properties in which partial interest was recently disposed	—		—			(4,341		)	—		—			(4,341		)
Land cost of sales	—		(2,370		)	68			—		(1,045		)	(3,347		)
Military housing	—		—			(3,820		)	—		—			(3,820		)
Subsidized senior housing	—		—			48			—		—			48
REIT conversion and reorganization costs	25,498		—			—			—		—			25,498
Development, management, corporate and other expenses	512		(10,998		)	4,822			—		(343		)	(6,007		)
Operating expenses for the nine months ended September 30, 2015	$	61,393	$	292,224		$	181,795		$	30,752	$	22,639		$	588,803

	Corporate Activities			Commercial Group			Residential Group			Arena			Land Development Group			Total
Interest expense for the nine months ended September 30, 2014	$	28,418		$	160,976		$	42,830		$	14,275		$	(262	)	$	246,237
Increase (decrease) due to:
Comparable portfolio	—			(9,981		)	(847		)	—			—			(10,828		)
Non-comparable properties (1)	—			140			4,893			(331		)	—			4,702
Properties in which partners' interest recently acquired	—			1,693			135			—			—			1,828
Recently disposed properties	—			(9,319		)	(2,483		)	—			—			(11,802		)
Properties in which partial interest was recently disposed	—			—			(6,351		)	—			—			(6,351		)
Capitalized interest	—			(5,164		)	(6,854		)	—			247			(11,771		)
Mark-to-market adjustments on non-designated swaps	180			(73		)	(3,309		)	—			(635		)	(3,837		)
Corporate borrowings	(9,694		)	—			—			—			—			(9,694		)
Other	—			388			3,436			—			(103		)	3,721
Interest expense for the nine months ended September 30, 2015	$	18,904		$	138,660		$	31,450		$	13,944		$	(753	)	$	202,205

33

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

(1) The following table presents the increases (decreases) in revenues, operating expenses and interest expense for Commercial and Residential properties in lease-up or recently stabilized but not comparable and other non-comparable properties:

		Nine Months Ended September 30, 2015 vs. 2014
Property	Quarter Opened	Revenues			Operating Expenses			Interest Expense
Commercial:
Property recently stabilized or in lease-up:
The Yards - Lumbershed	Q3-13	$	146		$	125		$	39
Non-comparable property:
Ballston Common		(215		)	(401		)	101
Total Commercial		$	(69	)	$	(276	)	$	140
Residential:
Properties recently stabilized or in lease-up:
1111 Stratford	Q3-13/Q1-14	$	899		$	(422	)	$	(112	)
2175 Market Street	Q4-14	542			53			121
3700M	Q3-14	1,302			722			357
Aster Conservatory Green	Q3-13/14	2,322			370			747
Radian	Q2-14	2,652			503			842
The Yards - Twelve12	Q2-14	5,671			1,861			1,274
Winchester Lofts	Q4-14	695			736			1,126
Non-comparable properties:
Heritage		2,514			228			(274		)
500 Sterling Place		1,794			877			812
Total Residential		$	18,391		$	4,928		$	4,893

Commercial Group - Year-to-Date Comparison

The increases in revenues, operating expenses and interest expense related to partners’ interest recently acquired are related to Boulevard Mall (Q4-2014), a regional mall located in Amherst, New York and the seven life science office properties and two parking facilities at University Park at MIT (Q2-2015) upon the acquisition of our partner’s equity interests in those properties. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. The decrease in interest expense for the comparable portfolio is primarily due to the paydown of nonrecourse mortgage notes for One MetroTech Center (Q2-2015),Harlem Office (Q3-2014) and Ballston Common Office Center (Q1-2015).

Ballston Common, a regional mall in Arlington, Virginia, is classified as a non-comparable property due to its upcoming planned renovation project.

Residential Group - Year-to-Date Comparison

The increases in revenues and operating expenses related to partners’ interest recently acquired are related to three operating apartment communities located in Northeast Ohio. The decreases in revenues, operating expenses and interest expense related to recent disposals are due to our ongoing strategy to sell operating assets in non-core markets. The decreases in revenues, operating expenses and interest expense related to partial interest recently disposed are related to the contribution of two operating apartment communities into our strategic capital partnership with Arizona State Retirement System in the prior year. The decrease in interest expense related to capitalized interest is due to the increased number of projects under construction and development as we increased our construction pipeline.

Heritage is classified as a non-comparable property due to its recently completed renovation project resulting in a significant number of units being off-line.

500 Sterling Place, an apartment community in Brooklyn, New York, was acquired (Q1-2015) and is classified as a non-comparable property.

Corporate Activities - Year-to-Date Comparison

The decrease in interest expense is due to the privately negotiated exchanges of a portion of our Senior Notes due 2016, 2018 and 2020 for Class A common stock during 2015.

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Supplemental Operating Information

Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. - Quarterly Comparison

Net loss attributable to Forest City Enterprises, Inc. for the three months ended September 30, 2015 was $(302,219,000) versus net earnings of $686,000 for the three months ended September 30, 2014. Although we have substantial recurring revenue sources, significant transactions often create substantial variances in operating results between periods. 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 - $(6,161,000)

• $(6,261,000) related to decreased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2015 compared to 2014;

• $1,433,000 related to increased Land Development Group sales in 2015 compared with 2014, primarily at our Stapleton project; and

• $(1,333,000) related to a combined fluctuation in revenues, operating expenses and interest expense at properties in which we disposed of our full or partial interest during 2015 and 2014.

Financing Transactions - $(15,699,000)

• $(23,318,000) related to increased losses on extinguishment of debt compared with 2014 primarily due to the July 2015 separate, privately negotiated exchange transactions involving a portion of our Senior Notes due 2016, 2018 and 2020;

• $5,083,000 related to a decrease in interest expense on corporate debt due to separate, privately negotiated exchange transactions involving certain of our Senior Notes due 2016, 2018 and 2020 during February, March and July 2015;

• $3,705,000 related to a decrease in interest expense in 2015 compared with 2014 due to increased capitalized interest on projects under construction and development as we increased our construction pipeline; and

• $(1,169,000) 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.

Non-Cash Transactions - $(446,350,000)

• $(425,881,000) related to increased impairment of real estate in 2015 compared to 2014 primarily driven by the impairment recorded at Westchester's Ridge Hill in the amount of $372,587,000; and

• $(20,469,000) related to an increase in depreciation and amortization expense in 2015 compared with 2014 primarily due to recently opened properties and the change from equity method of accounting to full consolidation method upon the acquisition of our partner’s interest in the MIT Assets and three operating apartment communities in Q2 2015, and one apartment community and one regional mall in Q4 2014. These increases were partially offset by the disposition of full or partial interests in several properties during 2015 and 2014.

Operations - $(18,750,000)

• $(35,895,000) related to an increase in our equity in loss of the Nets in 2015 compared to 2014;

• $13,481,000 related to a combined fluctuation in revenues, operating expenses and interest expense in properties in which we recently acquired our partners’ interest;

• $(9,515,000) related to REIT conversion and reorganization costs incurred in 2015;

• $9,444,000 related to a combined fluctuation in revenues, operating expenses and interest expense in our comparable portfolio in 2015 compared with 2014; and

• $3,735,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in lease-up at September 30, 2015.

Income Taxes

• $179,281,000 due to increased income tax benefit attributable to continuing operations primarily related to the fluctuations in pre-tax earnings. These fluctuations are primarily due to the various transactions discussed herein.

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. - Year-to-Date Comparison

Net loss attributable to Forest City Enterprises, Inc. for the nine months ended September 30, 2015 was $(52,672,000) versus $(76,786,000) for the nine months ended September 30, 2014. 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 - $(42,745,000)

• $(55,438,000) related to decreased gains on disposition of full or partial interest in rental properties and unconsolidated investments in 2015 compared to 2014;

• $16,211,000 related to the net loss on partial disposition of our interest in Pacific Park Brooklyn, related to the formation of a new joint venture with Greenland in 2014;

• $(1,965,000) related to a combined fluctuation in revenues, operating expenses and interest expense at properties in which we disposed of our full or partial interest during 2015 and 2014; and

• $(1,553,000) related to decreased Land Development Group sales in 2015 compared with 2014, primarily at our Stapleton project.

Financing Transactions - $(35,346,000)

• $(60,648,000) related to increased losses on extinguishment of debt compared with 2014 primarily due to the February, March and July 2015 separate, privately negotiated exchange transactions involving a portion of our Senior Notes due 2016, 2018 and 2020;

• $11,771,000 related to a decrease in interest expense in 2015 compared with 2014 due to increased capitalized interest on projects under construction and development as we increased our construction pipeline;

• $9,694,000 related to a decrease in interest expense on corporate debt due to separate, privately negotiated exchange transactions involving certain of our Senior Notes due 2016, 2018 and 2020 in February, March and July 2015; and

• $3,837,000 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.

Non-Cash Transactions - $148,892,000

• $484,925,000 related to increased gains on change in control of interest in 2015 compared with 2014 activity primarily from the June 2015 acquisition of our partner’s 49% equity ownership interest in the MIT Assets, and the April 2015 acquisition of our partner’s 50% equity ownership interest in three operating apartment communities (Cherry Tree,Chestnut Lake and Stratford Crossing) offset by 2014 activity;

• $(296,052,000) related to increased impairment of real estate in 2015 compared to 2014 primarily driven by the impairment recorded at Westchester's Ridge Hill in the amount of $372,587,000;

• $(25,401,000) related to an increase in depreciation and amortization expense in 2015 compared with 2014 primarily due to recently opened properties and the change from equity method of accounting to full consolidation method upon the acquisition of our partner’s interest in the MIT Assets and three operating apartment communities in Q2 2015, and one apartment community and one regional mall in Q4 2014. These increases were partially offset by the disposition of full or partial interests in several properties during 2015 and 2014; and

• $(14,580,000) related to increased write-offs of abandoned development projects, including $(10,191,000) related to unconsolidated entities, in 2015 compared to 2014.

Operations - $(14,931,000)

• $(36,074,000) related to an increase in our equity in loss of the Nets in 2015 compared to 2014;

• $26,466,000 related to a combined fluctuation in revenues, operating expenses and interest expense in our comparable portfolio in 2015 compared with 2014;

• $(25,498,000) related to REIT conversion and reorganization costs incurred in 2015;

• $17,459,000 related to a combined fluctuation in revenues, operating expenses and interest expense in properties in which we recently acquired our partners’ interest;

• $5,887,000 related to a combined fluctuation in revenues, operating expenses and interest expense at properties in lease-up at September 30, 2015;

• $(5,167,000) in interest and other income primarily related to income recognized for a legal settlement at Heritage in 2014, which did not recur in 2015, and decreases in the income recognition on the allocation of state and federal historic preservation, low income housing and new market tax credits in 2015 compared with 2014;

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

• $3,135,000 related to a combined fluctuation in revenues and operating expenses in our Military Housing business unit in 2015 compared with 2014;

• $(2,200,000) related to a combined fluctuation in revenues, operating expenses and interest expense at Barclays Center in 2015 compared with 2014; and

• $1,061,000 related to a combined fluctuation in revenues and operating expenses in our Subsidized Senior Housing business unit in 2015 compared with 2014.

Income Taxes

• $(34,698,000) due to increased income tax expense attributable to both continuing and discontinued operations primarily related to the fluctuations in pre-tax earnings, including gains included in discontinued operations. These fluctuations are primarily due to the various transactions discussed herein.

Capital Expenditures for our Operating Portfolio – Our diversified real estate portfolio requires capital expenditures, including tenant improvements, to maintain and improve its operating performance. The following table represents our capital expenditures by segment:

	Nine Months Ended September 30, 2015				Nine Months Ended September 30, 2014
	Full Consolidation (GAAP)		Pro-Rata Consolidation (Non-GAAP)		Full Consolidation (GAAP)		Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Operating properties:
Commercial Group	$	20,016	$	28,569	$	12,211	$	31,167
Residential Group	9,941		17,078		10,191		20,160
Arena	6,777		2,305		1,582		538
Other	22		22		51		51
Total operating properties	36,756		47,974		24,035		51,916
Tenant improvements
Commercial Group	34,055		39,347		10,520		17,562
Total capital expenditures	$	70,811	$	87,321	$	34,555	$	69,478

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Reconciliation of Net Earnings (Loss) to FFO

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(302,219	)	$	686		$	(52,672	)	$	(76,786	)
Depreciation and Amortization—Real Estate Groups (1)	91,490			70,927			242,984			217,594
Gain on disposition of full or partial interests in rental properties	(2,755		)	(9,016		)	(22,039		)	(77,477		)
Impairment of depreciable rental properties	409,156			—			409,156			129,059
Income tax expense (benefit) adjustment — current and deferred (2):
Gain on disposition of full or partial interests in rental properties	1,088			3,310			8,549			32,028
Impairment of depreciable rental properties	(158,805		)	—			(158,805		)	(50,053		)
FFO attributable to Forest City Enterprises, Inc.	$	37,955		$	65,907		$	427,173		$	174,365
FFO Per Share - Diluted
Numerator(in thousands):
FFO attributable to Forest City Enterprises, Inc.	$	37,955		$	65,907		$	427,173		$	174,365
If-Converted Method (adjustments for interest, net of tax):
5.000% Notes due 2016	24			382			407			1,147
4.250% Notes due 2018	1,112			2,277			4,641			6,830
3.625% Notes due 2020	712			1,664			3,108			4,993
FFO for per share data	$	39,803		$	70,230		$	435,329		$	187,335
Denominator:
Weighted average shares outstanding—Basic	255,417,396			198,893,584			230,778,223			198,328,900
Effect of stock options, restricted stock and performance shares	1,748,909			1,758,916			2,559,270			1,741,929
Effect of convertible debt	13,416,727			32,138,215			19,910,541			32,138,215
Effect of convertible Class A Common Units	2,793,642			2,973,190			2,912,683			3,358,084
Weighted average shares outstanding - Diluted	273,376,674			235,763,905			256,160,717			235,567,128
FFO Per Share	$	0.15		$	0.30		$	1.70		$	0.80

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Full Consolidation	$	79,966		$	55,511		$	206,782		$	169,838
Non-Real Estate	(1,123		)	(1,217		)	(3,495		)	(3,484		)
Real Estate Groups Full Consolidation	78,843			54,294			203,287			166,354
Real Estate Groups related to noncontrolling interest	(7,710		)	(4,888		)	(22,856		)	(14,250		)
Real Estate Groups Unconsolidated	20,357			21,521			62,553			64,504
Real Estate Groups Discontinued Operations	—			—			—			986
Real Estate Groups at our proportional share	$	91,490		$	70,927		$	242,984		$	217,594

(2) The following table provides detail of income tax expense (benefit):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Income tax expense (benefit) on FFO
Operating Earnings:
Current taxes	$	1,088		$	(6,922	)	$	1,730		$	(13,504	)
Deferred taxes	(23,017		)	3,247			151,925			230
Total income tax expense (benefit) on FFO	(21,929		)	(3,675		)	153,655			(13,274		)
Income tax expense (benefit) on non-FFO
Disposition of full or partial interests in rental properties:
Current taxes	$	5,438		$	10,415		$	8,320		$	26,171
Deferred taxes	(4,350		)	(7,105		)	229			5,857
Disposition of full or partial interests in rental properties	1,088			3,310			8,549			32,028
Impairment of depreciable rental properties
Deferred taxes	$	(158,805	)	$	—		$	(158,805	)	$	(50,053	)
Total income tax expense (benefit) on non-FFO	(157,717		)	3,310			(150,256		)	(18,025		)
Grand Total	$	(179,646	)	$	(365	)	$	3,399		$	(31,299	)

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Supplemental Operating Information

Reconciliation of FFO to Operating FFO - Pro-Rata Consolidation

	Three Months Ended September 30,							Nine Months Ended September 30,
	2015			2014			% Change	2015			2014			% Change
	(in thousands)							(in thousands)
FFO attributable to Forest City Enterprises, Inc.	$	37,955		$	65,907			$	427,173		$	174,365
Impairment of non-depreciable real estate	17,691			966				17,691			1,736
Write-offs of abandoned development projects and demolition costs	—			456				15,969			1,389
Tax credit income	(3,308		)	(3,515		)		(10,520		)	(12,942		)
(Gain) loss on extinguishment of debt	23,018			(300		)		61,970			1,322
Change in fair market value of nondesignated hedges	1,033			55				(4,059		)	3,046
Net gain on change in control of interests	—			—				(487,684		)	(2,759		)
Straight-line rent adjustments	(4,111		)	779				(4,471		)	(2,596		)
Participation payments	11			—				11			1,469
Net loss on disposition of partial interest in development project	—			—				—			16,211
REIT conversion and reorganization costs	9,515			—				25,498			—
Nets pre-tax FFO	36,842			947				38,435			2,361
Income tax expense (benefit) on FFO	(21,929		)	(3,675		)		153,655			(13,274		)
Operating FFO attributable to Forest City Enterprises, Inc.	$	96,717		$	61,620		57.0%	$	233,668		$	170,328		37.2%
Operating FFO Per Share - Diluted
Numerator(in thousands):
Operating FFO attributable to Forest City Enterprises, Inc.	$	96,717		$	61,620			$	233,668		$	170,328
If-Converted Method (adjustments for interest, pre-tax):
5.000% Notes due 2016	39			625				665			1,875
4.250% Notes due 2018	1,816			3,719				7,581			11,156
3.625% Notes due 2020	1,164			2,719				5,078			8,156
Operating FFO for per share data	$	99,736		$	68,683			$	246,992		$	191,515
Denominator:
Weighted average shares outstanding - Diluted	273,376,674			235,763,905				256,160,717			235,567,128
Operating FFO Per Share	$	0.36		$	0.29			$	0.96		$	0.81

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)						(in thousands)
Operating FFO by segment:
Commercial Group	$	62,882		$	45,582		$	156,994		$	114,691
Residential Group	33,707			27,236			94,697			82,919
Arena	(687		)	(249		)	(619		)	1,508
Land Group	16,322			13,081			39,300			37,012
Corporate Group	(15,507		)	(24,030		)	(56,704		)	(65,802		)
Operating FFO	$	96,717		$	61,620		$	233,668		$	170,328

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Reconciliation of Net Earnings (Loss) to EBITDA - Pro-Rata Consolidation

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(302,219	)	$	686		$	(52,672	)	$	(76,786	)
Depreciation and amortization	92,613			72,144			246,479			221,078
Interest expense	66,017			77,565			202,205			246,237
Amortization of mortgage procurement costs	2,452			2,839			7,859			8,112
Income tax expense (benefit)	(179,646		)	(365		)	3,399			(31,299		)
EBITDA attributable to Forest City Enterprises, Inc	$	(320,783	)	$	152,869		$	407,270		$	367,342
Impairment of real estate	426,847			966			426,847			130,795
Net (gain) loss on extinguishment of debt	23,018			(300		)	61,970			1,322
Net loss on disposition of partial interest in development project	—			—			—			16,211
Net gain on disposition of full or partial interests in rental properties	(2,755		)	(9,016		)	(22,039		)	(77,477		)
Net gain on change in control of interests	—			—			(487,684		)	(2,759		)
Nets pre-tax EBITDA	36,842			947			38,435			2,361
Adjusted EBITDA attributable to Forest City Enterprises, Inc.	$	163,169		$	145,466		$	424,799		$	437,795
	As of September 30,						As of September 30,
	2015			2014			2015			2014
	(in thousands)
Total mortgage debt and notes payable, nonrecourse	$	6,082,139		$	6,045,581		$	6,082,139		$	6,045,581
Revolving credit facility	—			—			—			—
Convertible senior debt	272,249			700,000			272,249			700,000
Total debt	$	6,354,388		$	6,745,581		$	6,354,388		$	6,745,581
Less cash and equivalents	(339,462		)	(219,980		)	(339,462		)	(219,980		)
Net Debt	$	6,014,926		$	6,525,601		$	6,014,926		$	6,525,601
Net Debt to Adjusted EBITDA (Annualized) (1)	9.2		x	11.2		x	10.6		x	11.2		x

(1) Due to the June 2015 acquisition of our partner's 49% equity ownership interest in the MIT Assets, the nine months ended September 30, 2015 does not include the benefit of additional annualized Adjusted EBITDA of approximately $17,500, which would have been generated by our additional ownership interests in periods prior to the acquisition date. Inclusive of this adjustment, the Net Debt to Adjusted EBITDA for the nine months ended September 30, 2015 would have been 10.3x.

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Supplemental Operating Information

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Supplemental Operating Information

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Historical Trends

Through the implementation of our strategic plan, we approach our business by:

• Focusing on core markets and products as we develop, own and operate a high-quality portfolio;

• Driving operational excellence through all aspects of our company; and

• Building a strong, sustaining capital structure, improved balance sheet and debt metrics.

The tables below illustrate our progress as we continue to implement our strategic plan. The financial and operating data presented is as reported in previous year-end supplemental packages. GAAP reconciliations for previous years can be found in prior supplemental packages furnished with the Securities and Exchange Commission ("SEC") and are available on our website at www.forestcity.net.

Development ratio is calculated in accordance with our financial covenants contained in our revolving credit facility. Total debt includes outstanding borrowings on our revolving credit facility, convertible senior debt, nonrecourse mortgages and notes payable. Net debt to Adjusted EBITDA is defined as total debt, less cash and equivalents, divided by Adjusted EBITDA. All metrics are reflected at our pro-rata share.

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Supplemental Operating Information

Historical Trends (continued)

* Represents data for the full year ended December 31, 2013, which is consistent with our calendar year-end adopted in 2013. As such, data for the year ended December 31, 2013 includes results for the month ended January 31, 2013, which was previously included in the financial results for the year ended January 31, 2013 in our supplemental package furnished with the SEC on March 27, 2013.

** Due to the June 2015 acquisition of our partner's 49% equity ownership interest in the MIT Assets, the rolling 12-months ended September 30, 2015 does not include the benefit of additional Adjusted EBITDA of approximately $17,500,000, which would have been generated by our additional ownership interests in periods prior to the acquisition date. Inclusive of this adjustment, the Net Debt to Adjusted EBITDA for the rolling 12-months ended September 30, 2015 would have been 10.2x.

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Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Development Pipeline

Phased Property Opening and Projects Under Construction

September 30, 2015

									Cost at Completion (b)					Cost Incurred to Date (c)
		Anticipated	Legal								Cost at					Cost at
		Opening	Ownership			Pro-Rata			Cost		Pro-Rata			Cost		Pro-Rata		No. of		Lease %
	Location	Date	(a)			% (a)			at 100%		Share			at 100%		Share		Units	GLA	(d)
									(in millions)
2015 Phased Opening
Other:
Kapolei Lofts	Kapolei, HI	Q3-15/Q1-17	100	%		0	%	(e)	$	154.8	$	0.0		$	84.9	$	7.4	499	—	14%
Projects Under Construction
Residential:
Arizona State Retirement System Joint Venture:
The Yards - Arris	Washington, D.C.	Q1-16	25	%		25	%		$	145.1	$	37.8		$	100.2	$	27.8	327	19,000
Blossom Plaza	Los Angeles, CA	Q2-16	25	%		25	%		104.9		26.9			51.0		15.3		237	19,000
Eliot on 4th	Washington, D.C.	Q4-16	25	%		25	%		143.0		38.4			36.6		11.6		365	5,000
Museum Towers II	Philadelphia, PA	Q4-16	25	%		25	%		114.0		28.9			30.8		9.2		286	—
Broadway and Hill	Los Angeles, CA	Q1-17	25	%		25	%		139.8		35.7			49.7		16.4		391	15,000
									646.8		167.7			268.3		80.3		1,606	58,000
Greenland Joint Venture:
535 Carlton	Brooklyn, NY	Q4-16/17	30	%	(f)	30	%		169.6		51.4			49.5		14.9		298	—
550 Vanderbilt (condominiums)	Brooklyn, NY	Q1-17/18	30	%	(f)	30	%		361.5		111.5			162.9		52.0		278	7,000
38 Sixth Ave	Brooklyn, NY	Q2-17/18	30	%	(f)	30	%		202.7		61.6			40.4		12.9		303	28,000
Pacific Park - Parking (g)	Brooklyn, NY	Q3-16/18	30	%	(f)	30	%		99.6		29.9			21.5		6.5		—	—
									833.4		254.4			274.3		86.3		879	35,000
Aster Town Center North	Denver, CO	Q4-15	90	%		90	%		23.4		21.1			16.4		14.8		135	—
The Bixby (The Lofts at Capitol Quarter)	Washington, D.C.	Q1-16	25	%	(f)	25	%		54.0		10.9			22.8		4.6		195	—
B2 BKLYN	Brooklyn, NY	Q3-16	100	%		100	%		192.1		192.1			105.7		105.7		363	4,000
									$	1,749.7	$	646.2		$	687.5	$	291.7	3,178	97,000
Office:
300 Massachusetts Ave	Cambridge, MA	Q1-16	50	%	(f)	50	%		$	175.3	$	98.8		$	118.2	$	64.7	—	246,000	99%
1812 Ashland Ave	Baltimore, MD	Q3-16	85	%		100	%		60.7		60.7			28.7		28.7		—	164,000	70%
The Bridge at Cornell Tech	Roosevelt Island, NY	Q2-17	100	%		100	%		164.1		164.1			29.3		29.3		—	235,000	39%
									$	400.1	$	323.6		$	176.2	$	122.7	—	645,000
Retail Expansion:
Boulevard Mall	Buffalo, NY	Q4-15	100	%		100	%		10.9		10.9			7.3		7.3		—	46,000	100%
Total Projects Under Construction									$	2,160.7	$	980.7		$	871.0	$	421.7
Estimated Initial Yield on Cost											5.5% - 6.0%		(h)

See footnotes on the following page.

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Supplemental Operating Information

Development Pipeline

Property Acquisition and Expansion

September 30, 2015

								Cost at Completion (b)
		Date Acquired/	Legal					Cost		Cost at		No. of
	Location	Opened	Ownership (a)			Pro-Rata % (a)		at 100%		Pro-Rata Share		Units	GLA	Lease % (d)
								(in millions)
2015 Property Acquisition
Residential:
500 Sterling Place	Brooklyn, NY	Q1-15	100	%		100	%	$	48.1	$	48.1	77	—	92%
2015 Property Expansion Opening
Retail:
Galleria at Sunset	Henderson, NV	Q2-15	51	%	(f)	51	%	$	24.7	$	13.8	—	32,000	59%

(a) The Company invests in certain real estate projects through joint ventures and, at times, may provide funding at percentages that differ from the Company's legal ownership.

(b) Represents estimated project costs to achieve stabilization, at 100% and the Company's pro-rata share, respectively. Amounts exclude capitalized interest not allocated to the underlying joint venture.

(c) Represents total capitalized project costs incurred to date, at full consolidation and the Company's pro-rata share, respectively, including all capitalized interest related to the development project.

(d) Lease commitments as of October 27, 2015.

(e) Kapolei Lofts is a residential project currently under construction on land leased by the Company. The land lessor is entitled to a preferred return that currently exceeds anticipated operating cash flow of the project, and therefore, this project is reflected at 0% for pro-rata purposes.  In accordance with the waterfall provisions of the distribution Agreement, the Company expects to share in the net proceeds upon a sale of the project. As of September 30, 2015, 36 of the 499 units were open.

(f) Reported under the equity method of accounting. This method represents a GAAP measure for investments in which the Company is not deemed to have control or to be the primary beneficiary of its investments in a VIE.

(g) Expected to include 950 parking spaces.

(h) Range of estimated initial yield on cost for projects under construction is calculated using estimated pro-rata initial stabilized NOI divided by pro-rata share of project cost per above, net of anticipated subsidies and other cost adjustments. 550 Vanderbilt (condominiums) has been excluded from estimated initial yield on cost.

48

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Development Pipeline

Projects Under Development

September 30, 2015

Below is a summary of our active large scale development projects which are crucial to our long-term growth. While we cannot make any assurances on the timing or delivery of these projects, our track record speaks to our ability to bring large, complex projects to fruition when there is demand and available construction financing. The projects listed below represent pro-rata costs of $337.2 million ($143.9 million at full consolidation) of Projects Under Development on our balance sheet and pro-rata mortgage debt of $159.2 million ($10.8 million at full consolidation).

1) Pacific Park Brooklyn- Brooklyn, NY

Pacific Park Brooklyn, a 22-acre mixed-use project, is located adjacent to the state-of-the-art arena, Barclays Center. At full build-out, Pacific ParkBrooklyn is expected to feature more than 6,400 units of housing, including 2,250 affordable units, approximately 250,000 square feet of retail space, and more than 8 acres of landscaped open space. Projects currently under construction include B2 BKLYN, a 50% market-rate and 50% affordable rental building with 363 residential units, 535 Carlton, a 100% affordable rental building with 298 residential units, 550 Vanderbilt, a 278-unit condominium building, 38 Sixth Ave, a 303-unit, 100% affordable rental building and a parking garage which is expected to include 950 parking spaces.

2) The Yards - Washington, D.C.

The Yards is a 48-acre mixed-use project, located in the neighborhood of the Washington Nationals baseball park in the Capitol Riverfront District. At full build-out, the project is expected to include up to 3,400 residential units, 1.8 million square feet of office space and approximately 400,000 square feet of retail and dining space. The Yards features a 5.5-acre publicly funded public park that is a gathering place and recreational focus for the community. Current completed projects include a 170-unit residential building, Foundry Lofts;two retail centers: Boilermaker Shops and Lumber Shed, with 40,000 and 31,000 square feet, respectively; and Twelve12, a mixed-use property, with 218 residential units and 88,000 square feet of retail space. Arris, a mixed-use project, is currently under construction and is expected to feature 327 residential units and 19,000 square feet of retail space.

3) The Science + Technology Park at Johns Hopkins - Baltimore, MD

The Science + Technology Park at Johns Hopkins is a 31-acre center for collaborative research directly adjacent to the world-renowned Johns Hopkins medical and research complex. Plans call for 1.1 million square feet in five buildings, with future phases able to support additional expansion. Current completed projects include the 279,000 square-foot 855 North Wolfe Street,a 492,000 square-foot parking garage for Johns Hopkins and a 234,000 square-foot commercial building developed on a fee basis which is fully leased by the Department of Health & Mental Hygiene. Currently under construction is a 164,000 square-foot office building, 1812 Ashland Ave.

4) Waterfront Station - Washington, D.C.

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

5) Pier 70 - San Francisco, CA

Pier 70 is a former shipyard on San Francisco's eastern waterfront. The Forest City master development area of 28 acres is a mixed-use project, which is expected to include 3.2 million total square feet, consisting of 900,000 to 1.8 million square feet of office space, approximately 400,000 square feet of traditional retail, local production, and cultural/community uses, 1,000 to 2,000 residential units, approximately 2,000 parking spaces and 7 acres of waterfront parks.

6) 5M - San Francisco, CA

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

49

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Operating Information

Development Pipeline

Land Inventory

Land inventory represents undeveloped land parcels we currently do not intend to hold for future vertical development. A summary of our land inventory follows:

	September 30, 2015				December 31, 2014
	Full Consolidation (GAAP)		Pro-Rata Consolidation (Non-GAAP)		Full Consolidation (GAAP)		Pro-Rata Consolidation (Non-GAAP)
	(in thousands)
Stapleton	$	45,375	$	40,911	$	51,604	$	46,583
Commercial outlots	28,191		36,658		45,865		54,072
Total Land Inventory (1)	$	73,566	$	77,569	$	97,469	$	100,655

(1) A full reconciliation of pro-rata consolidation (non-GAAP) to their GAAP equivalents can be found in the Selected Financial Information section of this supplemental package.

Stapleton

Stapleton represents one of the nation's largest urban redevelopments. At full build-out of 4,700 acres or 7.5 square miles, Stapleton is planned for more than 12,000 homes and apartments, 3 million square feet of retail and 10 million square feet of office/research and development/industrial space. Located 10 minutes east of Downtown Denver and 20 minutes from Denver International Airport, Stapleton is expected to be home to 30,000 residents and 35,000 workers when complete. As of September 30, 2015, we own 252 gross acres, of which 103 acres are saleable. We also have an option to purchase an additional 763 gross acres at Stapleton.

Commercial Outlots

Commercial outlots are primarily undeveloped parcels of land adjacent to our retail assets throughout the United States. These parcels are sold to third party operators that benefit from being in close proximity to the existing retail asset. Typically, these outlots have zoning and entitlements consistent with our retail asset. Also included in commercial outlots are 13.5 acres of undeveloped land located in downtown Las Vegas, NV, which we recorded an impairment charge of $16.3 million during the three months ended September 30, 2015.

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51

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Common Stock Data (NYSE: FCE A and FCE B)

The following summarizes information related to the Company’s Class A and Class B common stock based on information reported by the New York Stock Exchange:

	Quarter Ended
	September 30, 2015		June 30, 2015		March 31, 2015		December 31, 2014		September 30, 2014
Class A Common Stock
Closing Price, end of period	$	20.13	$	22.10	$	25.52	$	21.30	$	19.56
High Closing Price	$	23.75	$	25.73	$	25.79	$	21.67	$	21.30
Low Closing Price	$	19.46	$	22.10	$	21.00	$	19.20	$	19.17
Average Closing Price	$	22.04	$	23.68	$	24.53	$	20.79	$	19.99
Total Volume	99,971,191		102,548,636		69,096,438		70,389,527		47,200,607
Average Volume	1,562,050		1,627,756		1,132,728		1,099,836		737,509
Common shares outstanding, end of period	238,844,963		231,391,181		193,501,911		179,763,952		179,695,113
Class B Common Stock
Closing Price, end of period	$	20.95	$	23.00	$	25.50	$	21.34	$	19.83
High Closing Price	$	23.82	$	25.71	$	25.75	$	21.70	$	21.30
Low Closing Price	$	19.97	$	22.50	$	21.05	$	19.24	$	19.13
Average Closing Price	$	21.92	$	23.87	$	24.63	$	20.70	$	20.03
Total Volume	139,488		64,791		37,129		59,140		121,763
Average Volume	2,180		1,028		609		924		1,903
Common shares outstanding, end of period	18,824,341		18,891,153		18,942,503		19,208,517		19,220,506
Common Equity Market Capitalization	$	5,202,319,049	$	5,548,241,619	$	5,421,202,595	$	4,238,881,931	$	3,895,979,044
Quarterly dividends declared per common share Class A and Class B	$	—	$	—	$	—	$	—	$	—

Financial Covenants

The Company’s revolving credit facility contains certain restrictive financial covenants. A summary of the key financial covenants as defined in the agreement, all of which the Company is compliant with at September 30, 2015, follows:

	Requirement Per  Agreement		As of September 30, 2015			As of June 30, 2015			As of March 31, 2015			As of December 31, 2014
	(dollars in thousands)
Credit Facility Financial Covenants
Debt Service Coverage Ratio	1.45x		2.10		x	1.97		x	1.88		x	1.81		x
Debt Yield Ratio	>9.50%		12.75		%	12.50		%	11.88		%	12.11		%
Cash Flow Coverage Ratio	3.00x		11.04		x	8.62		x	7.40		x	6.91		x
Total Development Ratio	<17%		7.31		%	6.39		%	6.33		%	5.70		%
Minimum Consolidated Shareholders’ Equity, as defined	$	2,925,050	$	5,165,297		$	5,242,324		$	4,155,729		$	3,848,400

52

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Nonrecourse Debt Maturities Table(dollars in thousands)

As of September 30, 2015

	Year Ending December 31, 2015												Year Ending December 31, 2016
	Full Consolidation			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation			Full Consolidation			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation
Fixed:
Fixed-rate debt	$	9,657		$	1,315		$	26,072		$	34,414		$	209,181		$	46,400		$	173,424		$	336,205
Weighted average rate	5.75		%	8.85		%	5.73		%	5.62		%	7.86		%	10.75		%	5.72		%	6.36		%
Variable:
Variable-rate debt	20,921			4,096			9,123			25,948			73,866			—			2,257			76,123
Weighted average rate	2.94		%	2.95		%	3.68		%	3.20		%	2.34		%	—		%	3.39		%	2.37		%
Tax-Exempt	45,000			—			546			45,546			—			—			—			—
Weighted average rate	2.21		%	—		%	1.39		%	2.20		%	—		%	—		%	—		%	—		%
Total variable-rate debt	65,921			4,096			9,669			71,494			73,866			—			2,257			76,123
Total Nonrecourse Debt	$	75,578		$	5,411		$	35,741		$	105,908		$	283,047		$	46,400		$	175,681		$	412,328
Weighted Average Rate	2.86		%	4.38		%	5.14		%	3.56		%	6.42		%	10.75		%	5.69		%	5.62		%
	Year Ending December 31, 2017												Year Ending December 31, 2018
	Full Consolidation			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation			Full Consolidation			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation
Fixed:
Fixed-rate debt	$	271,992		$	10,954		$	358,795		$	619,833		$	208,870		$	7,123		$	248,977		$	450,724
Weighted average rate	5.64		%	5.99		%	5.73		%	5.68		%	4.56		%	3.81		%	4.99		%	4.81		%
Variable:
Variable-rate debt	987,961			970			62,624			1,049,615			37,039			13,296			2,502			26,245
Weighted average rate	5.78		%	2.75		%	1.57		%	5.53		%	3.01		%	2.65		%	3.48		%	3.24		%
Tax-Exempt	—			—			25,227			25,227			114,801			27,473			53,040			140,368
Weighted average rate	—		%	—		%	0.92		%	0.92		%	1.34		%	2.06		%	2.02		%	1.45		%
Total variable-rate debt	987,961			970			87,851			1,074,842			151,840			40,769			55,542			166,613
Total Nonrecourse Debt	$	1,259,953		$	11,924		$	446,646		$	1,694,675		$	360,710		$	47,892		$	304,519		$	617,337
Weighted Average Rate	5.75		%	5.72		%	4.87		%	5.52		%	3.38		%	2.49		%	4.46		%	3.98		%

53

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt(dollars in thousands) (continued)

As of September 30, 2015

	Year Ending December 31, 2019												Thereafter
	Full Consolidation			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation			Full Consolidation			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation
Fixed:
Fixed-rate debt	$	115,144		$	3,885		$	40,547		$	151,806		$	1,659,938		$	363,099		$	1,003,017		$	2,299,856
Weighted average rate	3.98		%	4.80		%	5.74		%	4.43		%	5.32		%	7.09		%	4.38		%	4.63		%
Variable:
Variable-rate debt	239,443			53,293			106,780			292,930			53,243			—			2,891			56,134
Weighted average rate	2.17		%	1.27		%	4.14		%	3.05		%	3.09		%	—		%	1.17		%	2.99		%
Tax-Exempt	8,500			—			20,000			28,500			445,613			89,808			66,860			422,665
Weighted average rate	2.97		%	—		%	0.84		%	1.48		%	0.99		%	1.02		%	0.97		%	0.98		%
Total variable-rate debt	247,943			53,293			126,780			321,430			498,856			89,808			69,751			478,799
Total Nonrecourse Debt	$	363,087		$	57,178		$	167,327		$	473,236		$	2,158,794		$	452,907		$	1,072,768		$	2,778,655
Weighted Average Rate	2.76		%	1.51		%	4.13		%	3.40		%	4.37		%	5.89		%	4.16		%	4.04		%
	Total
	Full Consolidation			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation
Fixed:
Fixed-rate debt	$	2,474,782		$	432,776		$	1,850,832		$	3,892,838
Weighted average rate	5.44		%	7.39		%	4.90		%	4.97		%
Variable:
Variable-rate debt	1,412,473			71,655			186,177			1,526,995
Weighted average rate	4.77		%	1.64		%	3.19		%	4.72		%
Tax-Exempt	613,914			117,281			165,673			662,306
Weighted average rate	1.17		%	1.26		%	1.28		%	1.19		%
Total variable-rate debt	2,026,387			188,936			351,850			2,189,301
Total Nonrecourse Debt	$	4,501,169		$	621,712		$	2,202,682		$	6,082,139
Weighted Average Rate	4.65		%	5.57		%	4.48		%	4.49		%

54

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Summary of FFO by Segment - Three and Nine Months Ended September 30, 2015 (in thousands)

	Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
Commercial Group
Total revenues	$	159,706		$	5,409		$	57,031		$	211,328		$	422,858		$	15,445		$	188,132		$	595,545
Revenue adjustments:
Revenues of unconsolidated entities	57,031			—			(57,031		)	—			188,132			—			(188,132		)	—
Exclude land sales	—			—			—			—			—			—			—			—
Exclude land sales of unconsolidated entities	—			—			—			—			—			—			—			—
Exclude Land Development Group revenues	—			—			—			—			—			—			—			—
Exclude Land Development Group revenues of unconsolidated entities	—			—			—			—			—			—			—			—
Adjusted revenues	216,737			5,409			—			211,328			610,990			15,445			—			595,545
Operating expenses	79,720			2,716			22,076			99,080			226,929			7,955			73,250			292,224
Operating expense adjustments:
Operating expenses of unconsolidated entities	22,076			—			(22,076		)	—			73,250			—			(73,250		)	—
Exclude cost of land sales	—			—			—			—			—			—			—			—
Exclude Land Development Group operating expenses	—			—			—			—			—			—			—			—
Exclude Land Development Group operating expenses of unconsolidated entities	—			—			—			—			—			—			—			—
Exclude corporate general and administrative expenses	—			—			—			—			—			—			—			—
Exclude REIT conversion and reorganization costs	—			—			—			—			—			—			—			—
Adjusted operating expenses	101,796			2,716			—			99,080			300,179			7,955			—			292,224
Net operating income	114,941			2,693			—			112,248			310,811			7,490			—			303,321
Equity in earnings (loss) of unconsolidated entities	6,325			—			(6,325		)	—			21,317			—			(21,317		)	—
Exclude depreciation and amortization of unconsolidated entities	13,623			—			(13,623		)	—			42,094			—			(42,094		)	—
Exclude gain on disposition of unconsolidated entities	(1,009		)	—			1,009			—			(1,009		)	—			1,009			—
Revenue adjustments (per above)	(57,031		)	—			57,031			—			(188,132		)	—			188,132			—
Operating expense adjustments (per above)	22,076			—			(22,076		)	—			73,250			—			(73,250		)	—
Write-offs of abandoned development projects	—			—			—			—			(5,104		)	—			—			(5,104		)
Interest and other income	1,708			—			34			1,742			5,614			10			123			5,727
Interest expense	(29,040		)	(944		)	(16,050		)	(44,146		)	(89,211		)	(3,146		)	(52,595		)	(138,660		)
Loss on extinguishment of debt	—			—			—			—			(3,114		)	—			(8		)	(3,122		)
Impairment of non-depreciable real estate	(16,307		)	—			—			(16,307		)	(16,307		)	—			—			(16,307		)
Amortization of mortgage procurement costs	(1,669		)	—			—			(1,669		)	(5,389		)	—			—			(5,389		)
Net gain on change in control of interests	—			—			—			—			463,643			—			—			463,643
Non-Real Estate depreciation and amortization	(287		)	—			—			(287		)	(792		)	—			—			(792		)
Noncontrolling interest in FFO	(1,749		)	(1,749		)	—			—			(4,354		)	(4,354		)	—			—
Income tax benefit (expense) on FFO	—			—			—			—			—			—			—			—
FFO attributable to Forest City Enterprises, Inc.	$	51,581		$	—		$	—		$	51,581		$	603,317		$	—		$	—		$	603,317
Depreciation and amortization - Real Estate Groups	(60,852		)	—			—			(60,852		)	(152,708		)	—			—			(152,708		)
Net gain on disposition of full or partial interests in rental properties	1,746			—			1,009			2,755			1,746			—			1,009			2,755
Gain on disposition of unconsolidated entities	1,009			—			(1,009		)	—			1,009			—			(1,009		)	—
Impairment of consolidated and unconsolidated depreciable real estate	(400,733		)	—			—			(400,733		)	(400,733		)	—			—			(400,733		)
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(407,249	)	$	—		$	—		$	(407,249	)	$	52,631		$	—		$	—		$	52,631

55

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Summary of FFO by Segment - Three and Nine Months Ended September 30, 2015 (in thousands) (continued)

	Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
Residential Group
Total revenues	$	79,703		$	9,209		$	35,169		$	105,663		$	230,223		$	27,985		$	107,101		$	309,339
Revenue adjustments:
Revenues of unconsolidated entities	35,169			—			(35,169		)	—			107,101			—			(107,101		)	—
Exclude land sales	(611		)	—			—			(611		)	(611		)	—			—			(611		)
Exclude land sales of unconsolidated entities	—			—			—			—			—			—			—			—
Exclude Land Development Group revenues	—			—			—			—			—			—			—			—
Exclude Land Development Group revenues of unconsolidated entities	—			—			—			—			—			—			—			—
Adjusted revenues	114,261			9,209			—			105,052			336,713			27,985			—			308,728
Operating expenses	44,715			2,801			19,381			61,295			134,117			10,302			57,980			181,795
Operating expense adjustments:
Operating expenses of unconsolidated entities	19,381			—			(19,381		)	—			57,980			—			(57,980		)	—
Exclude cost of land sales	(90		)	—			—			(90		)	(90		)	—			—			(90		)
Exclude Land Development Group operating expenses	—			—			—			—			—			—			—			—
Exclude Land Development Group operating expenses of unconsolidated entities	—			—			—			—			—			—			—			—
Exclude corporate general and administrative expenses	—			—			—			—			—			—			—			—
Exclude REIT conversion and reorganization costs	—			—			—			—			—			—			—			—
Adjusted operating expenses	64,006			2,801			—			61,205			192,007			10,302			—			181,705
Net operating income	50,255			6,408			—			43,847			144,706			17,683			—			127,023
Equity in earnings (loss) of unconsolidated entities	1,567			76			(299		)	1,192			15,325			158			(13,135		)	2,032
Exclude depreciation and amortization of unconsolidated entities	7,454			—			(7,454		)	—			22,747			—			(22,747		)	—
Exclude gain on disposition of unconsolidated entities	—			—			—			—			(19,284		)	—			19,284			—
Revenue adjustments (per above)	(34,558		)	—			35,169			611			(106,490		)	—			107,101			611
Operating expense adjustments (per above)	19,291			—			(19,381		)	(90		)	57,890			—			(57,980		)	(90		)
Write-offs of abandoned development projects	—			—			—			—			(674		)	—			(10,191		)	(10,865		)
Interest and other income	3,030			82			377			3,325			9,790			177			931			10,544
Interest expense	(6,019		)	(1,316		)	(8,284		)	(12,987		)	(12,629		)	(3,714		)	(22,535		)	(31,450		)
Loss on extinguishment of debt	(959		)	(719		)	(128		)	(368		)	(1,047		)	(719		)	(728		)	(1,056		)
Impairment of non-depreciable real estate	—			—			—			—			—			—			—			—
Amortization of mortgage procurement costs	(783		)	—			—			(783		)	(2,470		)	—			—			(2,470		)
Net gain on change in control of interests	—			—			—			—			24,041			—			—			24,041
Non-Real Estate depreciation and amortization	(171		)	—			—			(171		)	(490		)	—			—			(490		)
Noncontrolling interest in FFO	(4,531		)	(4,531		)	—			—			(13,585		)	(13,585		)	—			—
Income tax benefit (expense) on FFO	—			—			—			—			—			—			—			—
FFO attributable to Forest City Enterprises, Inc.	$	34,576		$	—		$	—		$	34,576		$	117,830		$	—		$	—		$	117,830
Depreciation and amortization - Real Estate Groups	(25,549		)	—			—			(25,549		)	(74,657		)	—			—			(74,657		)
Net gain on disposition of full or partial interests in rental properties	—			—			—			—			—			—			19,284			19,284
Gain on disposition of unconsolidated entities	—			—			—			—			19,284			—			(19,284		)	—
Impairment of consolidated and unconsolidated depreciable real estate	(8,423		)	—			—			(8,423		)	(8,423		)	—			—			(8,423		)
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	604		$	—		$	—		$	604		$	54,034		$	—		$	—		$	54,034

56

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Summary of FFO by Segment - Three and Nine Months Ended September 30, 2015 (in thousands) (continued)

	Three Months Ended September 30, 2015											Nine Months Ended September 30, 2015
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata		Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata		Pro-Rata Consolidation (Non-GAAP)
Arena
Total revenues	$	24,637		$	11,120		$	—	$	13,517		$	80,497		$	36,322		$	—	$	44,175
Revenue adjustments:
Revenues of unconsolidated entities	—			—			—		—			—			—			—		—
Exclude land sales	—			—			—		—			—			—			—		—
Exclude land sales of unconsolidated entities	—			—			—		—			—			—			—		—
Exclude Land Development Group revenues	—			—			—		—			—			—			—		—
Exclude Land Development Group revenues of unconsolidated entities	—			—			—		—			—			—			—		—
Adjusted revenues	24,637			11,120			—		13,517			80,497			36,322			—		44,175
Operating expenses	17,199			7,399			—		9,800			55,019			24,267			—		30,752
Operating expense adjustments:
Operating expenses of unconsolidated entities	—			—			—		—			—			—			—		—
Exclude cost of land sales	—			—			—		—			—			—			—		—
Exclude Land Development Group operating expenses	—			—			—		—			—			—			—		—
Exclude Land Development Group operating expenses of unconsolidated entities	—			—			—		—			—			—			—		—
Exclude corporate general and administrative expenses	—			—			—		—			—			—			—		—
Exclude REIT conversion and reorganization costs	—			—			—		—			—			—			—		—
Adjusted operating expenses	17,199			7,399			—		9,800			55,019			24,267			—		30,752
Net operating income	7,438			3,721			—		3,717			25,478			12,055			—		13,423
Equity in earnings (loss) of unconsolidated entities	—			—			—		—			—			—			—		—
Exclude depreciation and amortization of unconsolidated entities	—			—			—		—			—			—			—		—
Exclude gain on disposition of unconsolidated entities	—			—			—		—			—			—			—		—
Revenue adjustments (per above)	—			—			—		—			—			—			—		—
Operating expense adjustments (per above)	—			—			—		—			—			—			—		—
Write-offs of abandoned development projects	—			—			—		—			—			—			—		—
Interest and other income	—			—			—		—			—			—			—		—
Interest expense	(9,415		)	(5,056		)	—		(4,359		)	(29,650		)	(15,706		)	—		(13,944		)
Loss on extinguishment of debt	—			—			—		—			—			—			—		—
Impairment of non-depreciable real estate	—			—			—		—			—			—			—		—
Amortization of mortgage procurement costs	—			—			—		—			—			—			—		—
Net gain on change in control of interests	—			—			—		—			—			—			—		—
Non-Real Estate depreciation and amortization	(16		)	—			—		(16		)	(50		)	—			—		(50		)
Noncontrolling interest in FFO	1,335			1,335			—		—			3,651			3,651			—		—
Income tax benefit (expense) on FFO	—			—			—		—			—			—			—		—
FFO attributable to Forest City Enterprises, Inc.	$	(658	)	$	—		$	—	$	(658	)	$	(571	)	$	—		$	—	$	(571	)
Depreciation and amortization - Real Estate Groups	(5,075		)	—			—		(5,075		)	(15,192		)	—			—		(15,192		)
Net gain on disposition of full or partial interests in rental properties	—			—			—		—			—			—			—		—
Gain on disposition of unconsolidated entities	—			—			—		—			—			—			—		—
Impairment of consolidated and unconsolidated depreciable real estate	—			—			—		—			—			—			—		—
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(5,733	)	$	—		$	—	$	(5,733	)	$	(15,763	)	$	—		$	—	$	(15,763	)

57

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Summary of FFO by Segment - Three and Nine Months Ended September 30, 2015 (in thousands) (continued)

	Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
Land Group
Total revenues	$	25,011		$	2,498		$	434		$	22,947		$	52,320		$	5,216		$	1,986		$	49,090
Revenue adjustments:
Revenues of unconsolidated entities	434			—			(434		)	—			1,986			—			(1,986		)	—
Exclude land sales	(22,924		)	(2,293		)	(384		)	(21,015		)	(46,978		)	(4,696		)	(1,483		)	(43,765		)
Exclude land sales of unconsolidated entities	(384		)	—			384			—			(1,483		)	—			1,483			—
Exclude Land Development Group revenues	(2,087		)	(205		)	(50		)	(1,932		)	(5,342		)	(520		)	(503		)	(5,325		)
Exclude Land Development Group revenues of unconsolidated entities	(50		)	—			50			—			(503		)	—			503			—
Adjusted revenues	—			—			—			—			—			—			—			—
Operating expenses	11,869			1,011			472			11,330			23,234			2,142			1,547			22,639
Operating expense adjustments:
Operating expenses of unconsolidated entities	472			—			(472		)	—			1,547			—			(1,547		)	—
Exclude cost of land sales	(9,099		)	(763		)	—			(8,336		)	(15,626		)	(1,374		)	—			(14,252		)
Exclude Land Development Group operating expenses	(2,770		)	(248		)	(472		)	(2,994		)	(7,608		)	(768		)	(1,547		)	(8,387		)
Exclude Land Development Group operating expenses of unconsolidated entities	(472		)	—			472			—			(1,547		)	—			1,547			—
Exclude corporate general and administrative expenses	—			—			—			—			—			—			—			—
Exclude REIT conversion and reorganization costs	—			—			—			—			—			—			—			—
Adjusted operating expenses	—			—			—			—			—			—			—			—
Net operating income	—			—			—			—			—			—			—			—
Equity in earnings (loss) of unconsolidated entities	(557		)	—			1,403			846			608			—			1,183			1,791
Exclude depreciation and amortization of unconsolidated entities	—			—			—			—			20			—			(20		)	—
Exclude gain on disposition of unconsolidated entities	—			—			—			—			—			—			—			—
Revenue adjustments (per above)	25,011			2,498			434			22,947			52,320			5,216			1,986			49,090
Operating expense adjustments (per above)	(11,869		)	(1,011		)	(472		)	(11,330		)	(23,234		)	(2,142		)	(1,547		)	(22,639		)
Write-offs of abandoned development projects	—			—			—			—			—			—			—			—
Interest and other income	4,213			437			—			3,776			12,394			1,248			3			11,149
Interest expense	189			11			19			197			1,059			85			(221		)	753
Loss on extinguishment of debt	—			—			—			—			—			—			—			—
Impairment of non-depreciable real estate	—			—			(1,384		)	(1,384		)	—			—			(1,384		)	(1,384		)
Amortization of mortgage procurement costs	—			—			—			—			—			—			—			—
Net gain on change in control of interests	—			—			—			—			—			—			—			—
Non-Real Estate depreciation and amortization	(11		)	—			—			(11		)	(79		)	—			—			(79		)
Noncontrolling interest in FFO	(1,935		)	(1,935		)	—			—			(4,407		)	(4,407		)	—			—
Income tax benefit (expense) on FFO	—			—			—			—			—			—			—			—
FFO attributable to Forest City Enterprises, Inc.	$	15,041		$	—		$	—		$	15,041		$	38,681		$	—		$	—		$	38,681
Depreciation and amortization - Real Estate Groups	(14		)	—			—			(14		)	(427		)	—			—			(427		)
Net gain on disposition of full or partial interests in rental properties	—			—			—			—			—			—			—			—
Gain on disposition of unconsolidated entities	—			—			—			—			—			—			—			—
Impairment of consolidated and unconsolidated depreciable real estate	—			—			—			—			—			—			—			—
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	15,027		$	—		$	—		$	15,027		$	38,254		$	—		$	—		$	38,254

58

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Summary of FFO by Segment - Three and Nine Months Ended September 30, 2015 (in thousands) (continued)

	Three Months Ended September 30, 2015										Nine Months Ended September 30, 2015
	Full Consolidation (GAAP)			Less Noncontrolling Interest		Plus Unconsolidated Investments at Pro-Rata		Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest		Plus Unconsolidated Investments at Pro-Rata		Pro-Rata Consolidation (Non-GAAP)
Corporate Group
Total revenues	$	—		$	—	$	—	$	—		$	—		$	—	$	—	$	—
Revenue adjustments:
Revenues of unconsolidated entities	—			—		—		—			—			—		—		—
Exclude land sales	—			—		—		—			—			—		—		—
Exclude land sales of unconsolidated entities	—			—		—		—			—			—		—		—
Exclude Land Development Group revenues	—			—		—		—			—			—		—		—
Exclude Land Development Group revenues of unconsolidated entities	—			—		—		—			—			—		—		—
Adjusted revenues	—			—		—		—			—			—		—		—
Operating expenses	19,706			—		—		19,706			61,393			—		—		61,393
Operating expense adjustments:
Operating expenses of unconsolidated entities	—			—		—		—			—			—		—		—
Exclude cost of land sales	—			—		—		—			—			—		—		—
Exclude Land Development Group operating expenses	—			—		—		—			—			—		—		—
Exclude Land Development Group operating expenses of unconsolidated entities	—			—		—		—			—			—		—		—
Exclude corporate general and administrative expenses	(10,191		)	—		—		(10,191		)	(35,895		)	—		—		(35,895		)
Exclude REIT conversion and reorganization costs	(9,515		)	—		—		(9,515		)	(25,498		)	—		—		(25,498		)
Adjusted operating expenses	—			—		—		—			—			—		—		—
Net operating income	—			—		—		—			—			—		—		—
Equity in earnings (loss) of unconsolidated entities	(36,842		)	—		—		(36,842		)	(38,435		)	—		—		(38,435		)
Exclude depreciation and amortization of unconsolidated entities	—			—		—		—			—			—		—		—
Exclude gain on disposition of unconsolidated entities	—			—		—		—			—			—		—		—
Revenue adjustments (per above)	—			—		—		—			—			—		—		—
Operating expense adjustments (per above)	(19,706		)	—		—		(19,706		)	(61,393		)	—		—		(61,393		)
Write-offs of abandoned development projects	—			—		—		—			—			—		—		—
Interest and other income	44			—		—		44			179			—		—		179
Interest expense	(4,722		)	—		—		(4,722		)	(18,904		)	—		—		(18,904		)
Loss on extinguishment of debt	(22,650		)	—		—		(22,650		)	(57,792		)	—		—		(57,792		)
Impairment of non-depreciable real estate	—			—		—		—			—			—		—		—
Amortization of mortgage procurement costs	—			—		—		—			—			—		—		—
Net gain on change in control of interests	—			—		—		—			—			—		—		—
Non-Real Estate depreciation and amortization	(638		)	—		—		(638		)	(2,084		)	—		—		(2,084		)
Noncontrolling interest in FFO	—			—		—		—			—			—		—		—
Income tax benefit (expense) on FFO	21,929			—		—		21,929			(153,655		)	—		—		(153,655		)
FFO attributable to Forest City Enterprises, Inc.	$	(62,585	)	$	—	$	—	$	(62,585	)	$	(332,084	)	$	—	$	—	$	(332,084	)
Depreciation and amortization - Real Estate Groups	—			—		—		—			—			—		—		—
Net gain on disposition of full or partial interests in rental properties	—			—		—		—			—			—		—		—
Gain on disposition of unconsolidated entities	—			—		—		—			—			—		—		—
Impairment of consolidated and unconsolidated depreciable real estate	—			—		—		—			—			—		—		—
Income tax benefit (expense) on non-FFO:
Gain on disposition of rental properties	(1,088		)	—		—		(1,088		)	(8,549		)	—		—		(8,549		)
Impairment of depreciable real estate	158,805			—		—		158,805			158,805			—		—		158,805
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	95,132		$	—	$	—	$	95,132		$	(181,828	)	$	—	$	—	$	(181,828	)

59

Forest City Enterprises, Inc. and Subsidiaries

Supplemental Financial Information

Summary of FFO by Segment - Three and Nine Months Ended September 30, 2015 (in thousands) (continued)

	Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)
Total
Total revenues	$	289,057		$	28,236		$	92,634		$	353,455		$	785,898		$	84,968		$	297,219		$	998,149
Revenue adjustments:
Revenues of unconsolidated entities	92,634			—			(92,634		)	—			297,219			—			(297,219		)	—
Exclude land sales	(23,535		)	(2,293		)	(384		)	(21,626		)	(47,589		)	(4,696		)	(1,483		)	(44,376		)
Exclude land sales of unconsolidated entities	(384		)	—			384			—			(1,483		)	—			1,483			—
Exclude Land Development Group revenues	(2,087		)	(205		)	(50		)	(1,932		)	(5,342		)	(520		)	(503		)	(5,325		)
Exclude Land Development Group revenues of unconsolidated entities	(50		)	—			50			—			(503		)	—			503			—
Adjusted revenues	355,635			25,738			—			329,897			1,028,200			79,752			—			948,448
Operating expenses	173,209			13,927			41,929			201,211			500,692			44,666			132,777			588,803
Operating expense adjustments:
Operating expenses of unconsolidated entities	41,929			—			(41,929		)	—			132,777			—			(132,777		)	—
Exclude cost of land sales	(9,189		)	(763		)	—			(8,426		)	(15,716		)	(1,374		)	—			(14,342		)
Exclude Land Development Group operating expenses	(2,770		)	(248		)	(472		)	(2,994		)	(7,608		)	(768		)	(1,547		)	(8,387		)
Exclude Land Development Group operating expenses of unconsolidated entities	(472		)	—			472			—			(1,547		)	—			1,547			—
Exclude corporate general and administrative expenses	(10,191		)	—			—			(10,191		)	(35,895		)	—			—			(35,895		)
Exclude REIT conversion and reorganization costs	(9,515		)	—			—			(9,515		)	(25,498		)	—			—			(25,498		)
Adjusted operating expenses	183,001			12,916			—			170,085			547,205			42,524			—			504,681
Net operating income	172,634			12,822			—			159,812			480,995			37,228			—			443,767
Equity in earnings (loss) of unconsolidated entities	(29,507		)	76			(5,221		)	(34,804		)	(1,185		)	158			(33,269		)	(34,612		)
Exclude depreciation and amortization of unconsolidated entities	21,077			—			(21,077		)	—			64,861			—			(64,861		)	—
Exclude gain on disposition of unconsolidated entities	(1,009		)	—			1,009			—			(20,293		)	—			20,293			—
Revenue adjustments (per above)	(66,578		)	2,498			92,634			23,558			(242,302		)	5,216			297,219			49,701
Operating expense adjustments (per above)	9,792			(1,011		)	(41,929		)	(31,126		)	46,513			(2,142		)	(132,777		)	(84,122		)
Write-offs of abandoned development projects	—			—			—			—			(5,778		)	—			(10,191		)	(15,969		)
Interest and other income	8,995			519			411			8,887			27,977			1,435			1,057			27,599
Interest expense	(49,007		)	(7,305		)	(24,315		)	(66,017		)	(149,335		)	(22,481		)	(75,351		)	(202,205		)
Loss on extinguishment of debt	(23,609		)	(719		)	(128		)	(23,018		)	(61,953		)	(719		)	(736		)	(61,970		)
Impairment of non-depreciable real estate	(16,307		)	—			(1,384		)	(17,691		)	(16,307		)	—			(1,384		)	(17,691		)
Amortization of mortgage procurement costs	(2,452		)	—			—			(2,452		)	(7,859		)	—			—			(7,859		)
Net gain on change in control of interests	—			—			—			—			487,684			—			—			487,684
Non-Real Estate depreciation and amortization	(1,123		)	—			—			(1,123		)	(3,495		)	—			—			(3,495		)
Noncontrolling interest in FFO	(6,880		)	(6,880		)	—			—			(18,695		)	(18,695		)	—			—
Income tax benefit (expense) on FFO	21,929			—			—			21,929			(153,655		)	—			—			(153,655		)
FFO attributable to Forest City Enterprises, Inc.	$	37,955		$	—		$	—		$	37,955		$	427,173		$	—		$	—		$	427,173
Depreciation and amortization - Real Estate Groups	(91,490		)	—			—			(91,490		)	(242,984		)	—			—			(242,984		)
Net gain on disposition of full or partial interests in rental properties	1,746			—			1,009			2,755			1,746			—			20,293			22,039
Gain on disposition of unconsolidated entities	1,009			—			(1,009		)	—			20,293			—			(20,293		)	—
Impairment of consolidated and unconsolidated depreciable real estate	(409,156		)	—			—			(409,156		)	(409,156		)	—			—			(409,156		)
Income tax benefit (expense) on non-FFO:
Gain on disposition of rental properties	(1,088		)	—			—			(1,088		)	(8,549		)	—			—			(8,549		)
Impairment of depreciable real estate	158,805			—			—			158,805			158,805			—			—			158,805
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(302,219	)	$	—		$	—		$	(302,219	)	$	(52,672	)	$	—		$	—		$	(52,672	)

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EX-99.2

Exhibit 99.2

AT THE COMPANY	ON THE WEB
Jeff Frericks	www.forestcity.net
Vice President – Capital Markets
216-621-6060
Jeff Linton
Senior Vice President – Corporate Communication
216-621-6060

FOR IMMEDIATE RELEASE

Forest City Reports 2015 Third-Quarter and Year-to-Date Results

• Operating FFO per share up 24 percent over third quarter 2014

• Overall Comp NOI up 3.9 percent, led by retail and office

• Site work commencing to bring Lowe’s to Westchester’s Ridge Hill

• QIC joint ventures to expand to include Ridge Hill in 2015, two more malls in 2016; company takes $372.6 million non-cash impairment on Ridge Hill

• New joint ventures and anticipated near-term dispositions, including military housing, expected to generate $500 million in proceeds

• Shareholders approve all proposals related to REIT conversion on January 1, 2016

CLEVELAND, Ohio - November 3, 2015 - Forest City Enterprises, Inc. (NYSE: FCEA and FCEB) today announced financial results for the three and nine months ended September 30, 2015.

Operating FFO

Operating FFO for the three months ended September 30, 2015, was $96.7 million, compared with $61.6 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, Operating FFO was $233.7 million, compared with $170.3 million for the nine months ended September 30, 2014. Third-quarter Operating FFO per share was $0.36, a 24 percent increase, compared with $0.29 per share in the third quarter of 2014. For the year to date, Operating FFO per share was $0.96, a 19 percent increase, compared with $0.81 per share for the first nine months of 2014. Per share amounts are on a fully diluted basis.

The largest positive factors impacting third-quarter 2015 Operating FFO, compared with the third quarter of 2014, included increased Operating FFO from new property openings and acquisitions of $10.4 million, decreased interest expense, both corporate and in the mature portfolio, of $9.9 million; increased net operating income (NOI) from the mature portfolio of $5.3 million; and increased capitalized interest from active development projects of $3.7 million. These and other positive factors were partially offset by lower Operating FFO from properties sold of $1.5 million.

Factors impacting Operating FFO for the third quarter and year to date are illustrated in bridge diagrams included in the company’s supplemental package for the three and nine months ended September 30, 2015, furnished to the Securities and Exchange Commission (SEC) on Form 8-K on November 3, 2015, and available on the company’s website, www.forestcity.net.

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Operating FFO is a non-GAAP measure derived from FFO. The company believes Operating FFO provides investors with additional information about its core operations. Included with this press release is a table reconciling FFO to Operating FFO.

FFO

Total FFO for the three months ended September 30, 2015 was $38.0 million, or $0.15 per share, compared with $65.9 million, or $0.30 per share for the three months ended September 30, 2014. Year-to-date 2015 FFO was $427.2 million, or $1.70 per share, compared with $174.4 million, or $0.80 per share for the nine months ended September 30, 2014. Per-share amounts are on a fully diluted basis.

In addition to the factors listed above related to Operating FFO, third-quarter 2015 FFO results were negatively impacted by loss on extinguishment of debt of $23.0 million, or $0.08 per share, related to senior notes exchanges executed in the quarter; increased losses on the Nets of $36.8 million ($22.6 million, net of tax), or $0.08 per share, related to the company’s share of a $26.8 million payment in the quarter for capital calls and fees, plus additional non-cash depreciation and amortization; impairment of non-depreciable real estate of $16.3 million ($10.0 million, net of tax) or $0.04 per share related to land in Las Vegas being marketed for disposition. In addition, the company had costs related to its planned 2016 conversion to a real estate investment trust (REIT) of $9.5 million ($5.8 million, net of tax), or $0.02 per share, in the quarter.

FFO and FFO per share are non-GAAP measures commonly used by publicly traded real estate companies. Included with this press release is a table reconciling net earnings/loss, the most comparable GAAP measure, to FFO.

Net Earnings/Loss

For the three months ended September 30, 2015, the company had a net loss of $302.2 million, or $1.18 per share, compared with net earnings of $0.7 million, or $0.00 per share, for the three months ended September 30, 2014. In addition to factors listed above related to FFO and Operating FFO, the variance in net loss for the quarter was driven primarily by increased impairment of depreciable rental properties of $409.2 million ($250.4 million, net of tax), primarily the result of impairment of Westchester’s Ridge Hill in Yonkers, NY ($372.6 million, or $228.1 million, net of tax) and the Illinois Science and Technology Park in Skokie, IL ($26.2 million, or $16.1 million, net of tax). Factors driving these impairments are described later in this release, under Commentary.

For the nine months ended September 30, 2015, the company had a net loss of $52.7 million, or $0.23 per share, compared with a net loss of $76.8 million, or $0.39 per share, for the nine months ended September 30, 2014. Per-share amounts are on a fully diluted basis.

Additional explanations of factors impacting FFO, Operating FFO and net earnings/loss for the three and nine months ended September 30, 2015, are included in the company’s supplemental package for the quarter ended September 30, 2015.

Revenues

Consolidated revenues for the three months ended September 30, 2015, were $289.1 million, compared with $234.7 million for the three months ended September 30, 2014. Year-to-date consolidated revenues were $785.9 million, compared with $713.9 million for the nine months ended September 30, 2014. The variances in revenues for the quarter and year to date, compared with comparable periods in 2014, are

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primarily the result of the company’s acquisition in June, 2015, of full equity ownership of seven life science office properties and two parking facilities at University Park at MIT in Cambridge, Mass.

Commentary

“We continue to see solid results from our portfolio, as reflected by a 24 percent increase in Operating FFO per share for the quarter and a 19 percent increase per share for the year to date, compared with the same periods last year,” said David J. LaRue, Forest City president and chief executive officer. “Increased NOI from the mature portfolio, increased Operating FFO from new property openings and acquisitions, and lower interest expense were the major positive factors driving the growth in Operating FFO for both the third quarter and nine months.

“Comp NOI and occupancies were up across all major asset classes. Results in retail reflect the positive impact of the strong, same-space leasing spreads we continue to report for our regional malls as a result of our renovation, expansion and re-merchandising programs. Office results reflect ongoing strength in our life science portfolio and rising demand in key markets, particularly Brooklyn. Results in apartments, while positive, reflect increased supply in a number of our sub-markets.

“After the end of the quarter, we entered into a number of transactions that align with our strategies of focusing on core products and markets and improving our balance sheet. We expect these transactions to generate substantial capital to drive continued progress toward our deleveraging goals.

“At our Westchester’s Ridge Hill regional mall in Yonkers, New York, we have received a permit from the City of Yonkers for site work needed to bring Lowe’s to the center on the five-acre parcel at the southern end of the project, and we expect to have a signed lease in the near future. Together with other recent new tenants, the anticipated addition of Lowe’s puts Ridge Hill on a clear path to stabilization. With that milestone, we have reached an agreement with QIC under which we expect to expand our existing regional mall joint ventures to include Ridge Hill in the fourth quarter, with plans to also add The Shops at Wiregrass near Tampa and Ballston Common in Arlington, VA, in the first half of 2016. Our joint venture relationship with QIC has been a significant success to date. It has allowed us to invest together to further improve the centers in the portfolio, and we are seeing the positive impact in our retail results. The expansion of the joint ventures to include these three additional centers is expected to generate net proceeds of approximately $150 million.

“As a result of the agreement to include Ridge Hill in our QIC joint ventures, we recognized a $372.6 million, non-cash impairment of that asset in the quarter. While the impairment reflects the past challenges the center has faced, Ridge Hill is achieving sales per square foot well above our regional mall average and we are confident in its future direction.

“In other transactions, after a competitive bidding process, we have negotiated an agreement in principle to sell our military housing portfolio to the Hunt Companies Inc., a leading player in the military housing sector. We expect to execute a purchase agreement in the near future and are targeting a closing, subject to appropriate consents and customary closing conditions, by yearend. We expect proceeds from this disposition of approximately $200 million.

“In addition, in Brooklyn, we recently executed a purchase agreement with The Rabsky Group for the sale of 625 Fulton Street, a development site adjacent to our DKLB BKLN apartment community. We expect the sale of this property, which is unencumbered, to generate gross proceeds of approximately $158 million.

“In the aggregate, these transactions are expected to result in total net proceeds of approximately $500 million, in line with the disposition strategy and debt-reduction timeline we outlined for investors in May.

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We will provide additional updates on each of these transactions as they close. There can be no assurance that we will be able to close all or any of the ongoing transactions mentioned in this release. Nonetheless, we remain confident in our ability to continue to execute on our strategies to focus our business and further delever.

“As indicated in our filings, we continue to actively market our Illinois Science and Technology Park in Skokie to multiple interested parties with the intent of selling the property. Based on recent negotiations with a prospective buyer, we have revised our valuation assumptions for the asset, resulting in an impairment in the quarter of $26.2 million, or $16.1 million, net of tax.

“Lastly, at a special meeting on October 20, 2015, shareholders approved all proposals submitted for their vote related to our planned conversion to REIT status, effective January 1, 2016. These approvals mark another major milestone in our ongoing transformation as a company. As our chairman, Chuck Ratner, noted at the meeting, Forest City has a rich history of navigating and embracing change since its founding more than 90 years ago, and the REIT conversion is another important chapter for our company.”

NOI, Occupancies and Rent

Overall comparable NOI increased 3.9 percent for the three months ended September 30, 2015, compared with the same period in 2014, with increases of 4.9 percent in retail, 4.5 percent in office and 2.2 percent in apartments.

In the retail portfolio, comparable retail occupancies at the end of the third quarter increased to 93.2 percent, up from 92.1 percent at September 30, 2014. Sales in the company’s regional malls averaged $555 per square foot on a rolling 12-month basis, flat with results at June 30, 2015, and up from $526 per square foot at September 30, 2014. For the rolling 12-month period ended September 30, 2015, new, same-space leases in the company’s regional malls increased 26.0 percent over prior rents.

Comparable office occupancies increased to 95.9 percent at September 30, 2015, compared with 94.3 percent at September 30, 2014. For the rolling 12-month period ended September 30, 2015, rent per square foot in new office same-space leases increased 4.1 percent over prior rents.

In the residential portfolio, average monthly rents per unit for the company’s total comparable apartments rose to $1,415 for the nine months ended September 30, 2015, a 2.8 percent increase compared with $1,376 for the nine months ended September 30, 2014. Comparable average rents per unit in the company’s core markets were $1,899, a 2.9 percent increase from $1,845 for the comparable period in 2014. Comparable economic occupancies for the nine months ended September 30, 2015, were 95.2 percent, up from 94.8 percent for the same period in 2014.

Comparable NOI, defined as NOI from stabilized properties operated in the three months ended September 30, 2015 and 2014, is a non-GAAP financial measure and is based on the pro-rata consolidation method, also a non-GAAP financial measure. Included in this release is a schedule that presents comparable NOI using the full-consolidation method and a reconciliation of NOI to earnings/loss before income taxes.

Openings and Projects Under Construction

During the third quarter, the company continued to execute on its strategy of activating existing entitled development opportunities in its core markets. At September 30, 2015, Forest City had 15 projects under construction at a total cost of $2.2 billion, or $980.7 million at the company’s pro-rata share. These include:

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RETAIL EXPANSION:

• Boulevard Mall, a regional mall in Buffalo, New York, is undergoing a 46,000-square-foot expansion that will include the addition of a new Dick’s Sporting Goods store as well as interior and customer amenity upgrades. The expansion is expected to be completed in the fourth quarter of 2015.

RESIDENTIAL:

• Arris, a 327-unit apartment community with 19,000 square feet of street-level retail, at The Yards in Washington, D.C., is expected to be completed in the first quarter of 2016.

• Blossom Plaza, a 237-unit apartment community with 19,000 square feet of street-level retail, in the Chinatown neighborhood of Los Angeles. The project is expected to be completed in the second quarter of 2016.

• Eliot on 4th, a 365-unit apartment community with 5,000 square feet of retail space at the company’s Waterfront Station mixed-use project in Washington, D.C. The property is expected to be completed in the fourth quarter of 2016.

• Museum Towers II, a 286-unit apartment community in Philadelphia. The project is expected to be completed in the fourth quarter of 2016.

• Broadway and Hill, a 391-unit apartment community in Los Angeles with 15,000 square feet of street-level retail, which began construction in the third quarter. It is expected to be completed in the first quarter of 2017.

Arris, Blossom Plaza, Eliot on 4th, Museum Towers II and Broadway and Hill are all part of the company’s ASRS residential development fund.

Other residential projects currently under construction include the following three properties at Pacific Park Brooklyn that are part of the company’s strategic partnership with Greenland USA:

• 535 Carlton, a 298-unit, all-affordable apartment community. It is expected to begin phased opening in the fourth quarter of 2016.

• 550 Vanderbilt, a 278-unit condominium property, which is expected to begin phased opening in the first quarter of 2017.

• 38 Sixth Avenue, a 303-unit, all-affordable apartment community with 28,000 feet of street-level retail. It is expected to begin phased opening in the second quarter of 2017.

Remaining residential projects under construction include:

• B2 BKLYN, a 363-unit apartment community at Pacific Park Brooklyn. It is expected to be completed in the third quarter of 2016.

• Aster Town Center North, a 135-unit apartment community at Stapleton in Denver. It is expected to be completed in the fourth quarter of 2015.

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• The Bixby (formerly The Lofts at Capitol Quarter), a 195-unit apartment community in Washington, D.C., in which the company is partnering with a regional developer and the District of Columbia Housing Authority, is expected to be completed in the first quarter of 2016.

OFFICE:

• 300 Massachusetts Avenue, a 246,000-square-foot, fully leased office building at University Park at MIT in Cambridge, is being developed in partnership with MIT and is expected to be completed in the first quarter of 2016.

• 1812 Ashland Avenue, a 164,000-square-foot office building at the company’s Science + Technology Park at Johns Hopkins in Baltimore. The building is 70 percent pre-leased and is expected to be completed in the third quarter of 2016.

• The Bridge at Cornell Tech, a 235,000-square-foot corporate “co-location” building at Cornell Tech’s new campus on Roosevelt Island in New York City. The building is expected to open in the second quarter of 2017.

In addition to these projects, the company also began phased opening of Kapolei Lofts, a 499-unit apartment community in Kapolei, Hawaii. Kapolei Lofts is a fee-incentive development project in which the company expects to share in the net proceeds upon a sale of the project. After the end of the quarter, the company closed financing for the redevelopment of the Nassau Veteran’s Memorial Coliseum and admitted Onexim Sports and Entertainment as an 85 percent majority partner in that project.

Outlook

“Third-quarter and year-to-date results continue to demonstrate the strength of our operating portfolio and the markets we serve,” said LaRue. “At the same time, our development pipeline shows our ability to add to our portfolio with additional value creation for the future, while mitigating risk through innovative partnerships.

“The transactions we have announced reflect our commitment and ability to execute on the strategies we laid out for investors in May, monetize value in our portfolio, focus on additional debt reduction and selectively activate entitled development opportunities in our core markets. With our shareholders’ approval of our planned REIT conversion, we remain focused on the continued execution of our strategies and confident in our ability to create value for all stakeholders.”

Planned REIT Conversion

On January 13, 2015, the company announced its Board of Directors approved a plan to pursue conversion to REIT status. On September 16, 2015, the SEC declared the company’s wholly owned subsidiary, Forest City Realty Trust, Inc.’s registration statement on Form S-4 effective. On September 17, 2015, the company filed with the SEC a definitive proxy statement and Forest City Realty Trust, Inc. filed a prospectus in connection with the company’s plan to convert to REIT status. The company’s special shareholder meeting to present proposals related to the company’s conversion to REIT status was held on October 20, 2015. Each of the proposals presented to the shareholders received the required number of affirmative votes, and as a result, each proposal was approved by the shareholders. The company expects to elect REIT status for its taxable year ended December 31, 2016, subject to business conditions, the completion of related preparatory work, obtaining necessary approvals and third-party consents.

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Corporate Description

Forest City Enterprises, Inc. is an NYSE-listed national real estate company with $10.0 billion in consolidated assets. The company is principally engaged in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. For more information, visit www.forestcity.net.

Supplemental Package

Please refer to the Investor Relations section of the company’s website at www.forestcity.net for a supplemental package, which the company furnished to the SEC on Form 8-K on November 3, 2015, and is also available on the company’s website, www.forestcity.net. The supplemental package includes operating and financial information for the quarter ended September 30, 2015, with reconciliations of non-GAAP financial measures, such as Operating FFO, FFO, NOI, comparable NOI and results prepared using the pro-rata consolidation method, to their most directly comparable GAAP financial measures.

Investor Presentations

Please note the company periodically posts updated investor presentations on the Investors page of its website at www.forestcity.net. It is possible the periodic updates may include information deemed to be material. Therefore, the company encourages investors, the media, and other interested parties to review the Investors page of its website at www.forestcity.net for the most recent investor presentation.

FFO

The company uses FFO, along with net earnings/loss to report its operating results. The majority of the company’s peers in the publicly traded real estate industry are REITs and report operations using FFO as defined by the National Association of Real Estate Investment Trusts (NAREIT). FFO provides supplemental information about the company’s operations. Although FFO is not presented in accordance with GAAP, the company believes it is necessary to understand its business and operating results, along with net earnings, the most comparable GAAP measure.

FFO is defined by NAREIT as net earnings/loss excluding the following items, at the company’s proportionate share: i) gain/loss on full or partial disposition of rental properties, divisions and other investments (net of tax); ii) non-cash charges for real estate depreciation and amortization; iii) impairment of depreciable real estate (net of tax); and iv) cumulative or retrospective effect of change in accounting principle (net of tax). Net earnings/loss, the most comparable financial measure calculated in accordance with GAAP, is reconciled to FFO in the table titled Reconciliation of Net Earnings (Loss) to FFO included with this release and in the company’s supplemental package.

Operating FFO

The company defines Operating FFO as FFO adjusted to exclude: i) impairment of non-depreciable real estate; ii) write-offs of abandoned development projects and demolition costs; iii) income recognized on state and federal historic and other tax credits; iv) gains or losses from extinguishment of debt; v) change in fair market value of nondesignated hedges; vi) gains or losses on change in control of interests; vii) the adjustment to recognize rental revenues and rental expense using the straight-line method; viii) participation payments to ground lessors on refinancing of our properties; ix) other transactional items; x) the Nets pre-tax FFO; and xi) income taxes on FFO. The company believes its presentation of FFO and Operating FFO provides important supplemental information to its investors. 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.

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Pro-Rata Consolidation Method

This press release contains certain financial measures prepared in accordance with GAAP under the full consolidation accounting method and certain financial measures prepared in accordance with the pro-rata consolidation method (non-GAAP). The company presents certain financial amounts under the pro-rata method because it believes this information is useful to investors as this method reflects the manner in which the company operates its business. In line with industry practice, the company has made a large number of investments in which its economic ownership is less than 100 percent as a means of procuring opportunities and sharing risk. Under the pro-rata consolidation method, the company presents its investments proportionate to its economic share of ownership. Under GAAP, the full consolidation method is used to report partnership assets and liabilities consolidated at 100 percent if deemed to be under its control or if the company is deemed to be the primary beneficiary of the variable interest entities (VIE), even if its ownership is not 100 percent. The company provides reconciliations from the full consolidation method to the pro-rata consolidation method in the tables included with this release and throughout its supplemental package.

NOI

NOI, a non-GAAP measure, reflects the company’s share of the core operations of its rental real estate portfolio, prior to any financing activity. NOI is defined as revenues less operating expenses of consolidated and unconsolidated subsidiaries within its Commercial Group and its Residential Group, except for revenues and cost of sales associated with sales of land held in these segments. The activities of the Land Development Group and Corporate Activities do not involve the operations of its rental property portfolio and therefore are not included in NOI.

The company’s historical NOI was calculated based on an entire company perspective rather than focusing on the core operations of its rental real estate portfolio. It included amounts associated with the Land Development Group and Corporate Activities, all of which are now excluded to arrive at its rental real estate portfolio property NOI measure. In addition, the company evaluated revenue and expense items in the Commercial and Residential segments and determined straight-line rent adjustments should be included in NOI (previously excluded) and land sales less cost of land sales, interest and other income and write-offs of abandoned development projects should be excluded (previously included). The company believes the NOI calculation provides a financial measure that better reflects the ongoing operating performance of its rental property portfolio and aligns its NOI reporting closer to that of its peers. Prior periods were adjusted for comparability purposes.

The company believes NOI provides important information about its core operations and, along with earnings, is necessary to understand its business and operating results. NOI may not be directly comparable to similarly-titled measures reported by other companies.

Comparable NOI

In addition to NOI, the company uses comparable NOI as a metric to evaluate the performance of its multifamily, office and retail properties. This measure provides a same-store comparison of operating results of all stabilized properties that are open and operating in all periods presented. Non-capitalizable development costs and unallocated management and service company overhead are not directly attributable to an 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 and NOI impacts of changes in ownership percentages, are excluded from comparable NOI and are included in non-comparable NOI. Retained properties that are considered non-comparable are disclosed in the company’s supplemental package, which the company will furnish to the SEC on Form 8-

8

K. Other properties and activities such as Arena, subsidized senior housing, military housing, straight-line rent adjustments and participation payments as a result of refinancing transactions are not evaluated on a comparable basis and the NOI from these properties and activities is considered non-comparable NOI.

Safe Harbor Language

Statements made in this news release that state the company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. The company’s actual results could differ materially from those expressed or implied in such forward-looking statements due to various risks, uncertainties and other factors. Risks and factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the inability of the company to complete the conversion to REIT status in a timely manner, its failure to satisfy any conditions to completion of the conversion to REIT status, including receipt of required third­ party consents, its failure to complete the conversion to REIT status for any other reason, its ability to qualify or to remain qualified as a REIT, 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, its inability to meet expectations regarding the accounting and tax treatments of qualifying as a REIT, the possibility that the conversion to REIT status may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, the impact of issuing equity, debt or both to satisfy its E&P Distribution and any other future distributions it would be required to make as a REIT, the impact of the amount and timing of any future distributions, the impact of covenants that would prevent it from satisfying REIT distribution requirements, its lack of experience operating as a REIT if it successfully converts, legislative, administrative, regulatory or other actions affecting real estate investment trusts, including positions taken by the Internal Revenue Service, the effect on the market price of its common stock following its conversion to REIT status and the E&P Distribution, the impact to its deferred tax liability balance upon conversion to REIT status, the impact of current lending and capital market conditions on its liquidity, its ability to finance or refinance projects or repay its debt, the impact of the slow economic recovery on its ownership, development and management of its commercial real estate portfolio, general real estate investment and development risks, using modular construction as a new construction methodology and owning a factory to produce modular units, vacancies in its properties, risks associated with developing and managing properties in partnership with others, downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts and other armed conflicts, risks of owning and operating an arena, risks associated with an investment in a professional sports team, the ability to sell all or a portion of its ownership interests in a professional sports team and arena, its substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by its credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of its insurance carriers, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, 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, volatility in the market price of its publicly traded securities, inflation risks, litigation risks, cybersecurity risks, cyber incidents, its ability to achieve its strategic goals are based on significant assumptions, and its ability to complete non-core asset sales, as well as other risks listed from time to time in the company’s SEC filings, including but not limited to, the company’s annual and quarterly reports.

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Reconciliation of Net Earnings (Loss) to FFO

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(302,219	)	$	686		$	(52,672	)	$	(76,786	)
Depreciation and Amortization—Real Estate Groups (1)	91,490			70,927			242,984			217,594
Gain on disposition of full or partial interests in rental properties	(2,755		)	(9,016		)	(22,039		)	(77,477		)
Impairment of depreciable rental properties	409,156			—			409,156			129,059
Income tax expense (benefit) adjustment — current and deferred (2):
Gain on disposition of full or partial interests in rental properties	1,088			3,310			8,549			32,028
Impairment of depreciable rental properties	(158,805		)	—			(158,805		)	(50,053		)
FFO attributable to Forest City Enterprises, Inc.	$	37,955		$	65,907		$	427,173		$	174,365
FFO Per Share - Diluted
Numerator (in thousands):
FFO attributable to Forest City Enterprises, Inc.	$	37,955		$	65,907		$	427,173		$	174,365
If-Converted Method (adjustments for interest, net of tax):
5.000% Notes due 2016	24			382			407			1,147
4.250% Notes due 2018	1,112			2,277			4,641			6,830
3.625% Notes due 2020	712			1,664			3,108			4,993
FFO for per share data	$	39,803		$	70,230		$	435,329		$	187,335
Denominator:
Weighted average shares outstanding—Basic	255,417,396			198,893,584			230,778,223			198,328,900
Effect of stock options, restricted stock and performance shares	1,748,909			1,758,916			2,559,270			1,741,929
Effect of convertible debt	13,416,727			32,138,215			19,910,541			32,138,215
Effect of convertible Class A Common Units	2,793,642			2,973,190			2,912,683			3,358,084
Weighted average shares outstanding - Diluted	273,376,674			235,763,905			256,160,717			235,567,128
FFO Per Share	$	0.15		$	0.30		$	1.70		$	0.80

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Full Consolidation	$	79,966		$	55,511		$	206,782		$	169,838
Non-Real Estate	(1,123		)	(1,217		)	(3,495		)	(3,484		)
Real Estate Groups Full Consolidation	78,843			54,294			203,287			166,354
Real Estate Groups related to noncontrolling interest	(7,710		)	(4,888		)	(22,856		)	(14,250		)
Real Estate Groups Unconsolidated	20,357			21,521			62,553			64,504
Real Estate Groups Discontinued Operations	—			—			—			986
Real Estate Groups at our proportional share	$	91,490		$	70,927		$	242,984		$	217,594

(2) The following table provides detail of income tax expense (benefit):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Income tax expense (benefit) on FFO
Operating Earnings:
Current taxes	$	1,088		$	(6,922	)	$	1,730		$	(13,504	)
Deferred taxes	(23,017		)	3,247			151,925			230
Total income tax expense (benefit) on FFO	(21,929		)	(3,675		)	153,655			(13,274		)
Income tax expense (benefit) on non-FFO
Disposition of full or partial interests in rental properties:
Current taxes	$	5,438		$	10,415		$	8,320		$	26,171
Deferred taxes	(4,350		)	(7,105		)	229			5,857
Disposition of full or partial interests in rental properties	1,088			3,310			8,549			32,028
Impairment of depreciable rental properties
Deferred taxes	$	(158,805	)	$	—		$	(158,805	)	$	(50,053	)
Total income tax expense (benefit) on non-FFO	(157,717		)	3,310			(150,256		)	(18,025		)
Grand Total	$	(179,646	)	$	(365	)	$	3,399		$	(31,299	)

10

Reconciliation of FFO to Operating FFO - Pro-Rata Consolidation

	Three Months Ended September 30,							Nine Months Ended September 30,
	2015			2014			% Change	2015			2014			% Change
	(in thousands)							(in thousands)
FFO attributable to Forest City Enterprises, Inc.	$	37,955		$	65,907			$	427,173		$	174,365
Impairment of non-depreciable real estate	17,691			966				17,691			1,736
Write-offs of abandoned development projects and demolition costs	—			456				15,969			1,389
Tax credit income	(3,308		)	(3,515		)		(10,520		)	(12,942		)
(Gain) loss on extinguishment of debt	23,018			(300		)		61,970			1,322
Change in fair market value of nondesignated hedges	1,033			55				(4,059		)	3,046
Net gain on change in control of interests	—			—				(487,684		)	(2,759		)
Straight-line rent adjustments	(4,111		)	779				(4,471		)	(2,596		)
Participation payments	11			—				11			1,469
Net loss on disposition of partial interest in development project	—			—				—			16,211
REIT conversion and reorganization costs	9,515			—				25,498			—
Nets pre-tax FFO	36,842			947				38,435			2,361
Income tax expense (benefit) on FFO	(21,929		)	(3,675		)		153,655			(13,274		)
Operating FFO attributable to Forest City Enterprises, Inc.	$	96,717		$	61,620		57.0%	$	233,668		$	170,328		37.2%
Operating FFO Per Share - Diluted
Numerator(in thousands):
Operating FFO attributable to Forest City Enterprises, Inc.	$	96,717		$	61,620			$	233,668		$	170,328
If-Converted Method (adjustments for interest, pre-tax):
5.000% Notes due 2016	39			625				665			1,875
4.250% Notes due 2018	1,816			3,719				7,581			11,156
3.625% Notes due 2020	1,164			2,719				5,078			8,156
Operating FFO for per share data	$	99,736		$	68,683			$	246,992		$	191,515
Denominator:
Weighted average shares outstanding - Diluted	273,376,674			235,763,905				256,160,717			235,567,128
Operating FFO Per Share	$	0.36		$	0.29			$	0.96		$	0.81

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)						(in thousands)
Operating FFO by segment:
Commercial Group	$	62,882		$	45,582		$	156,994		$	114,691
Residential Group	33,707			27,236			94,697			82,919
Arena	(687		)	(249		)	(619		)	1,508
Land Group	16,322			13,081			39,300			37,012
Corporate Group	(15,507		)	(24,030		)	(56,704		)	(65,802		)
Operating FFO	$	96,717		$	61,620		$	233,668		$	170,328

11

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

	Three Months Ended September 30, 2015												Three Months Ended September 30, 2014
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Plus Discontinued Operations		Pro-Rata Consolidation (Non-GAAP)
Total revenues	$	289,057		$	28,236		$	92,634		$	353,455		$	234,743		$	18,865		$	108,647		$	—	$	324,525
Revenues of unconsolidated entities	92,634			—			(92,634		)	—			108,647			—			(108,647		)	—		—
Exclude land sales	(23,535		)	(2,293		)	(384		)	(21,626		)	(15,123		)	(1,512		)	(247		)	—		(13,858		)
Exclude land sales of unconsolidated entities	(384		)	—			384			—			(247		)	—			247			—		—
Exclude Land Development Group revenues	(2,087		)	(205		)	(50		)	(1,932		)	(1,933		)	(190		)	(80		)	—		(1,823		)
Exclude Land Development Group revenues of unconsolidated entities	(50		)	—			50			—			(80		)	—			80			—		—
Adjusted revenues	355,635			25,738			—			329,897			326,007			17,163			—			—		308,844
Operating expenses	173,209			13,927			41,929			201,211			150,154			11,609			49,266			—		187,811
Operating expenses of unconsolidated entities	41,929			—			(41,929		)	—			49,266			—			(49,266		)	—		—
Exclude cost of land sales	(9,189		)	(763		)	—			(8,426		)	(2,879		)	(266		)	—			—		(2,613		)
Exclude Land Development Group operating expenses	(2,770		)	(248		)	(472		)	(2,994		)	(2,479		)	(225		)	(777		)	—		(3,031		)
Exclude Land Development Group operating expenses of unconsolidated entities	(472		)	—			472			—			(777		)	—			777			—		—
Exclude corporate general and administrative expenses	(10,191		)	—			—			(10,191		)	(13,763		)	—			—			—		(13,763		)
Exclude REIT conversion and reorganization costs	(9,515		)	—			—			(9,515		)	—			—			—			—		—
Adjusted operating expenses	183,001			12,916			—			170,085			179,522			11,118			—			—		168,404
Net operating income	$	172,634		$	12,822		$	—		$	159,812		$	146,485		$	6,045		$	—		$	—	$	140,440
Revenues of unconsolidated entities	(92,634		)	—			92,634			—			(108,647		)	—			108,647			—		—
Operating expenses of unconsolidated entities	41,929			—			(41,929		)	—			49,266			—			(49,266		)	—		—
Land sales	23,535			2,293			384			21,626			15,123			1,512			247			—		13,858
Land sales of unconsolidated entities	384			—			(384		)	—			247			—			(247		)	—		—
Cost of land sales	(9,189		)	(763		)	—			(8,426		)	(2,879		)	(266		)	—			—		(2,613		)
Land Development Group revenues	2,087			205			50			1,932			1,933			190			80			—		1,823
Land Development Group revenues of unconsolidated entities	50			—			(50		)	—			80			—			(80		)	—		—
Land Development Group operating expenses	(2,770		)	(248		)	(472		)	(2,994		)	(2,479		)	(225		)	(777		)	—		(3,031		)
Land Development Group operating expenses of unconsolidated entities	(472		)	—			472			—			(777		)	—			777			—		—
Corporate general and administrative expenses	(10,191		)	—			—			(10,191		)	(13,763		)	—			—			—		(13,763		)
REIT conversion and reorganization costs	(9,515		)	—			—			(9,515		)	—			—			—			—		—
Write-offs of abandoned development projects and demolition costs	—			—			—			—			(456		)	—			—			—		(456		)
Interest and other income	8,995			519			411			8,887			10,096			469			97			—		9,724
Interest expense	(49,007		)	(7,305		)	(24,315		)	(66,017		)	(59,312		)	(7,605		)	(25,858		)	—		(77,565		)
Gain (loss) on extinguishment of debt	(23,609		)	(719		)	(128		)	(23,018		)	(49		)	(37		)	312			—		300
Net gain (loss) on disposition of full or partial interests in rental properties	1,746			—			1,009			2,755			(146		)	27			9,189			—		9,016
Impairment of real estate	(425,463		)	—			(1,384		)	(426,847		)	(966		)	—			—			—		(966		)
Depreciation and amortization	(79,966		)	(7,710		)	(20,357		)	(92,613		)	(55,511		)	(4,888		)	(21,521		)	—		(72,144		)
Amortization of mortgage procurement costs	(1,793		)	(61		)	(720		)	(2,452		)	(2,074		)	(43		)	(808		)	—		(2,839		)
Earnings (loss) before income taxes	$	(453,249	)	$	(967	)	$	5,221		$	(447,061	)	$	(23,829	)	$	(4,821	)	$	20,792		$	—	$	1,784

12

Reconciliation of Net Operating Income (non-GAAP) to Earnings (Loss) Before Income Taxes (GAAP)(in thousands) (continued)
	Nine Months Ended September 30, 2015												Nine Months Ended September 30, 2014
	Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (GAAP)			Less Noncontrolling Interest			Plus Unconsolidated Investments at Pro-Rata			Plus Discontinued Operations			Pro-Rata Consolidation (Non-GAAP)
Total revenues	$	785,898		$	84,968		$	297,219		$	998,149		$	713,917		$	61,972		$	329,589		$	7,029		$	988,563
Revenues of unconsolidated entities	297,219			—			(297,219		)	—			329,589			—			(329,589		)	—			—
Exclude land sales	(47,589		)	(4,696		)	(1,483		)	(44,376		)	(50,367		)	(4,974		)	(2,688		)	(1,601		)	(49,682		)
Exclude land sales of unconsolidated entities	(1,483		)	—			1,483			—			(2,688		)	—			2,688			—			—
Exclude Land Development Group revenues	(5,342		)	(520		)	(503		)	(5,325		)	(5,585		)	(537		)	(674		)	—			(5,722		)
Exclude Land Development Group revenues of unconsolidated entities	(503		)	—			503			—			(674		)	—			674			—			—
Adjusted revenues	1,028,200			79,752			—			948,448			984,192			56,461			—			5,428			933,159
Operating expenses	500,692			44,666			132,777			588,803			467,064			36,432			147,346			3,014			580,992
Operating expenses of unconsolidated entities	132,777			—			(132,777		)	—			147,346			—			(147,346		)	—			—
Exclude cost of land sales	(15,716		)	(1,374		)	—			(14,342		)	(17,081		)	(1,524		)	(990		)	(1,142		)	(17,689		)
Exclude cost of land sales of unconsolidated entities	—			—			—			—			(990		)	—			990			—			—
Exclude Land Development Group operating expenses	(7,608		)	(768		)	(1,547		)	(8,387		)	(7,486		)	(756		)	(1,998		)	—			(8,728		)
Exclude Land Development Group operating expenses of unconsolidated entities	(1,547		)	—			1,547			—			(1,998		)	—			1,998			—			—
Exclude corporate general and administrative expenses	(35,895		)	—			—			(35,895		)	(35,383		)	—			—			—			(35,383		)
Exclude REIT conversion and reorganization costs	(25,498		)	—			—			(25,498		)	—			—			—			—			—
Adjusted operating expenses	547,205			42,524			—			504,681			551,472			34,152			—			1,872			519,192
Net operating income	$	480,995		$	37,228		$	—		$	443,767		$	432,720		$	22,309		$	—		$	3,556		$	413,967
Revenues of unconsolidated entities	(297,219		)	—			297,219			—			(329,589		)	—			329,589			—			—
Operating expenses of unconsolidated entities	132,777			—			(132,777		)	—			147,346			—			(147,346		)	—			—
Land sales	47,589			4,696			1,483			44,376			50,367			4,974			2,688			1,601			49,682
Land sales of unconsolidated entities	1,483			—			(1,483		)	—			2,688			—			(2,688		)	—			—
Cost of land sales	(15,716		)	(1,374		)	—			(14,342		)	(17,081		)	(1,524		)	(990		)	(1,142		)	(17,689		)
Cost of land sales of unconsolidated entities	—			—			—			—			(990		)	—			990			—			—
Land Development Group revenues	5,342			520			503			5,325			5,585			537			674			—			5,722
Land Development Group revenues of unconsolidated entities	503			—			(503		)	—			674			—			(674		)	—			—
Land Development Group operating expenses	(7,608		)	(768		)	(1,547		)	(8,387		)	(7,486		)	(756		)	(1,998		)	—			(8,728		)
Land Development Group operating expenses of unconsolidated entities	(1,547		)	—			1,547			—			(1,998		)	—			1,998			—			—
Corporate general and administrative expenses	(35,895		)	—			—			(35,895		)	(35,383		)	—			—			—			(35,383		)
REIT conversion and reorganization costs	(25,498		)	—			—			(25,498		)	—			—			—			—			—
Write-offs of abandoned development projects and demolition costs	(5,778		)	—			(10,191		)	(15,969		)	(1,389		)	—			—			—			(1,389		)
Interest and other income	27,977			1,435			1,057			27,599			33,974			1,501			293			—			32,766
Interest expense	(149,335		)	(22,481		)	(75,351		)	(202,205		)	(178,917		)	(19,981		)	(81,763		)	(5,538		)	(246,237		)
Gain (loss) on extinguishment of debt	(61,953		)	(719		)	(736		)	(61,970		)	(927		)	(37		)	16			(448		)	(1,322		)
Net loss on disposition of partial interest in development project	—			—			—			—			(19,590		)	(3,379		)	—			—			(16,211		)
Net gain (loss) on disposition of full or partial interests in rental properties	1,746			—			20,293			22,039			(613		)	27			50,075			28,042			77,477
Net gain on change in control of interests	487,684			—			—			487,684			2,759			—			—			—			2,759
Impairment of real estate	(425,463		)	—			(1,384		)	(426,847		)	(130,795		)	—			—			—			(130,795		)
Depreciation and amortization	(206,782		)	(22,856		)	(62,553		)	(246,479		)	(169,838		)	(14,250		)	(64,504		)	(986		)	(221,078		)
Amortization of mortgage procurement costs	(5,756		)	(205		)	(2,308		)	(7,859		)	(5,967		)	(293		)	(2,397		)	(41		)	(8,112		)
Earnings (loss) before income taxes	$	(52,454	)	$	(4,524	)	$	33,269		$	(14,661	)	$	(224,450	)	$	(10,872	)	$	83,963		$	25,044		$	(104,571	)

13

	Net Operating Income (in thousands)
	Three Months Ended September 30, 2015									Three Months Ended September 30, 2014									% Change
	Full Consolidation (1)			Less Noncontrolling Interest			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)			Less Noncontrolling Interest			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)		Pro-Rata Consolidation (Non-GAAP)
Retail
Comparable
Adjusted revenues	$	77,191		$	—		$	77,191		$	74,825		$	—		$	74,825		3.2	%	3.2	%
Adjusted operating expenses	34,144			—			34,144			33,781			—			33,781			1.1	%	1.1	%
Comparable NOI	43,047			—			43,047			41,044			—			41,044			4.9	%	4.9	%
Non-Comparable NOI	4,557			—			4,557			3,837			(34		)	3,871
Total	47,604			—			47,604			44,881			(34		)	44,915
Office Buildings
Comparable
Adjusted revenues	105,682			4,928			100,754			101,924			4,680			97,244			3.7	%	3.6	%
Adjusted operating expenses	44,932			2,412			42,520			43,901			2,409			41,492			2.3	%	2.5	%
Comparable NOI	60,750			2,516			58,234			58,023			2,271			55,752			4.7	%	4.5	%
Non-Comparable NOI	8,810			148			8,662			1,656			78			1,578
Total	69,560			2,664			66,896			59,679			2,349			57,330
Apartments
Comparable
Adjusted revenues	73,897			4,473			69,424			71,748			4,198			67,550			3.0	%	2.8	%
Adjusted operating expenses	31,764			1,558			30,206			30,703			1,533			29,170			3.5	%	3.6	%
Comparable NOI	42,133			2,915			39,218			41,045			2,665			38,380			2.7	%	2.2	%
Non-Comparable NOI	6,980			3,900			3,080			(1,995		)	(2,310		)	315
Total	49,113			6,815			42,298			39,050			355			38,695
Arena	7,352			3,664			3,688			8,933			4,346			4,587
Subsidized Senior Housing	4,531			—			4,531			4,259			—			4,259
Military Housing	5,754			—			5,754			4,848			—			4,848
Straight-line rent adjustments	4,300			189			4,111			(1,430		)	(651		)	(779		)
Participation payments	(11		)	—			(11		)	—			—			—
Other (2)	(15,569		)	(510		)	(15,059		)	(13,735		)	(320		)	(13,415		)
Total NOI
Comparable
Adjusted revenues	256,770			9,401			247,369			248,497			8,878			239,619			3.3	%	3.2	%
Adjusted operating expenses	110,840			3,970			106,870			108,385			3,942			104,443			2.3	%	2.3	%
Comparable NOI	145,930			5,431			140,499			140,112			4,936			135,176			4.2	%	3.9	%
Non-Comparable NOI	26,704			7,391			19,313			6,373			1,109			5,264
Grand Total	$	172,634		$	12,822		$	159,812		$	146,485		$	6,045		$	140,440

(1) Includes the Company’s pro-rata share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.

(2) Includes non-capitalizable development costs and unallocated management and service company overhead.

14

	Net Operating Income(in thousands)
	Nine Months Ended September 30, 2015									Nine Months Ended September 30, 2014												% Change
	Full Consolidation (1)			Less Noncontrolling Interest			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)			Less Noncontrolling Interest			Plus Discontinued Operations			Pro-Rata Consolidation (Non-GAAP)			Full Consolidation (1)		Pro-Rata Consolidation (Non-GAAP)
Retail
Comparable
Adjusted revenues	$	228,541		$	—		$	228,541		$	221,729		$	—		$	—		$	221,729		3.1	%	3.1	%
Adjusted operating expenses	103,168			—			103,168			102,440			—			—			102,440			0.7	%	0.7	%
Comparable NOI	125,373			—			125,373			119,289			—			—			119,289			5.1	%	5.1	%
Non-Comparable NOI	11,389			—			11,389			10,228			(34		)	3,678			13,940
Total	136,762			—			136,762			129,517			(34		)	3,678			133,229
Office Buildings
Comparable
Adjusted revenues	312,031			14,517			297,514			300,213			13,656			—			286,557			3.9	%	3.8	%
Adjusted operating expenses	133,801			7,197			126,604			129,107			6,868			—			122,239			3.6	%	3.6	%
Comparable NOI	178,230			7,320			170,910			171,106			6,788			—			164,318			4.2	%	4.0	%
Non-Comparable NOI	12,634			406			12,228			4,197			211			(43		)	3,943
Total	190,864			7,726			183,138			175,303			6,999			(43		)	168,261
Apartments
Comparable
Adjusted revenues	215,724			13,066			202,658			208,102			12,154			—			195,948			3.7	%	3.4	%
Adjusted operating expenses	92,268			4,754			87,514			90,432			4,681			—			85,751			2.0	%	2.1	%
Comparable NOI	123,456			8,312			115,144			117,670			7,473			—			110,197			4.9	%	4.5	%
Non-Comparable NOI	17,852			10,288			7,564			1,731			(5,528		)	—			7,259
Total	141,308			18,600			122,708			119,401			1,945			—			117,456
Arena	25,336			11,961			13,375			29,448			13,535			—			15,913
Subsidized Senior Housing	13,191			—			13,191			12,130			—			—			12,130
Military Housing	19,616			732			18,884			15,796			47			—			15,749
Straight-line rent adjustments	4,709			238			4,471			2,834			159			(79		)	2,596
Participation payments	(11		)	—			(11		)	(1,469		)	—			—			(1,469		)
Other (2)	(50,780		)	(2,029		)	(48,751		)	(50,240		)	(342		)	—			(49,898		)
Total NOI
Comparable
Adjusted revenues	756,296			27,583			728,713			730,044			25,810			—			704,234			3.6	%	3.5	%
Adjusted operating expenses	329,237			11,951			317,286			321,979			11,549			—			310,430			2.3	%	2.2	%
Comparable NOI	427,059			15,632			411,427			408,065			14,261			—			393,804			4.7	%	4.5	%
Non-Comparable NOI	53,936			21,596			32,340			24,655			8,048			3,556			20,163
Grand Total	$	480,995		$	37,228		$	443,767		$	432,720		$	22,309		$	3,556		$	413,967

(1) Includes the Company’s pro-rata share of NOI from unconsolidated subsidiaries accounted for under the equity method of accounting.

(2) Includes non-capitalizable development costs and unallocated management and service company overhead.

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