FOREST CITY ENTERPRISES INC - FORM 8-K - EX-99.1

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8-K - FORM 8-K - FOREST CITY ENTERPRISES INC	l38214e8vk.htm

Exhibit 99.1

Forest City Enterprises, Inc.

Supplemental Package

Three and Nine Months Ended October 31, 2009 and 2008

Forest City Enterprises, Inc. and Subsidiaries
Three and Nine Months Ended October 31, 2009 and 2008
Supplemental Package

NYSE: FCEA, FCEB

Index


Corporate Overview			2

Supplemental Operating Information
Occupancy Data			4
Comparable Net Operating Income (NOI)			5
Comparable NOI Detail			6-7
Reconciliation of NOI to Net Loss			8-9
Lease Expirations Schedules			10-11
Schedules of Significant Tenants			12-13
Development Pipeline			14-17

Supplemental Financial Information
Projects Under Development Debt and Mortgage Financings			18
Scheduled Maturities Table			19-20
Upcoming Maturities Summary			21-24
Consolidated Balance Sheet Information			25-28
Consolidated Earnings Information			29-32
Investments in and Advances to Affiliates			33-35
Real Estate Activity			36-39
Results of Operations Summary			40-42
Reconciliation of Net Loss to EBDT			43-44
Summary of EBDT			45-56

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 from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of our Form 10-K for the year ended January 31, 2009, as updated in Part II, Item 1A of our Form 10-Q for the three months ended April 30, 2009 and our Form 10-Q for the nine months ended October 31, 2009, and other factors that might cause differences, some of which could be material, include, but are not limited to, the impact of current market conditions on our liquidity, ability to finance or refinance projects and repay our debt, the impact of the current economic environment on our ownership, development and management of our commercial real estate portfolio, general real estate investment and development risks, liquidity risks we could face if we do not close the transaction with Onexim Group to create a strategic partnership for our Brooklyn Atlantic Yards project, vacancies in our properties, further 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, risks associated with an investment in a professional sports team, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our 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, environmental liabilities, conflicts of interest, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, volatility in the market price of our publicly traded securities, litigation risks, as well as other risks listed from time to time in our reports filed with the Securities and Exchange Commission. We have no obligation to revise or update any forward-looking statements, other than 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.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Corporate Overview
We principally engage in the ownership, development, management and acquisition of commercial and residential real estate and land throughout the United States. We operate through three strategic business units and five reportable segments. The Commercial Group, our largest business unit, owns, develops, acquires and operates regional malls, specialty/urban retail centers, office and life science buildings, hotels and mixed-use projects. The Residential Group owns, develops, acquires and operates residential rental properties, including upscale and middle-market apartments and adaptive re-use developments. Additionally, the Residential Group develops for-sale condominium projects and also owns interests in entities that develop and manage military family housing. New York City operations are part of the Commercial Group or Residential Group depending on the nature of the operations. The Land Development Group acquires and sells both land and developed lots to residential, commercial and industrial customers. It also owns and develops land into master-planned communities and mixed-use projects. Real Estate Groups are the combined Commercial, Residential and Land Development Groups. Corporate Activities and the Nets, a member of the National Basketball Association (“NBA”) in which we account for our investment on the equity method of accounting, are reportable segments of the Company.

We have approximately $11.9 billion of assets in 27 states and the District of Columbia at October 31, 2009. Our core markets include the New York City/Philadelphia metropolitan area, Denver, Boston, the Greater Washington, D.C./Baltimore metropolitan area, Chicago and the state of California. As a result of an ongoing effort to increase property concentration in the core markets, these markets now account for approximately 77 percent of the cost of our real estate portfolio at October 31, 2009. We have offices in Albuquerque, Boston, Chicago, Denver, London (England), Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.

SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION
We recommend that this supplemental package be read in conjunction with our Form 10-Q for the three and nine months ended October 31, 2009. Effective February 1, 2009, we were required to adopt new accounting guidance on accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) and noncontrolling interests in our consolidated financial statements. These new accounting standards required us to adjust the prior year financial statements to show retrospective application upon adoption including classifying noncontrolling interest as a component of total equity. See pages 8 and 9 of our Form 10-Q for further discussion.

This supplemental package contains certain measures prepared in accordance with generally accepted accounting principles (“GAAP”) under the full consolidation accounting method and certain measures prepared under the pro-rata consolidation method, a non-GAAP measure. Along with net earnings, we use an additional measure, Earnings Before Depreciation, Amortization and Deferred Taxes (“EBDT”), to report operating results. EBDT is a non-GAAP measure and may not be directly comparable to similarly-titled measures reported by other companies. The non-GAAP financial measures presented under the pro-rata consolidation method, comparable net operating income (“NOI”) and EBDT, provide supplemental information about our operations. Although these measures are not presented in accordance with GAAP, we believe they are necessary to understand our business and operating results, along with net earnings and other GAAP measures. Our investors 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
We present certain financial amounts under the pro-rata consolidation method because we believe this information is useful to investors as this method reflects the manner in which we operate our business. In line with industry practice, we have made a large number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. Under the pro-rata consolidation method, we generally present our investments proportionate to our economic share of ownership. Under GAAP, the full consolidation method is used to report partnership assets and liabilities consolidated 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%. We provide reconciliations from the full consolidation method to the pro-rata consolidation method throughout our supplemental package. Please refer to our property listing for the detail of our consolidated and non-consolidated properties in our supplemental package for the year ended January 31, 2009 on pages 60-72.

EBDT
We believe that EBDT, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors can affect net earnings in the short-term, we believe EBDT presents a more consistent view of the overall financial performance of our business from period-to-period. EBDT is used by the chief operating decision maker and management to assess performance and resource allocations by strategic business unit and on a consolidated basis. EBDT is similar to Funds From Operations (“FFO”), a measure of performance used by publicly traded Real Estate Investment Trusts (“REITs”), but may not be directly comparable to similarly titled measures reported by other companies. For additional discussion of EBDT as well as a reconciliation of net earnings (loss) to EBDT see pages 42-44.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Supplemental Operating Information
The operating information contained in this document includes: occupancy data, comparable NOI, reconciliation of NOI to net earnings (loss), retail and office lease expirations, significant retail and office tenant listings, and our development pipeline. We believe this information will give 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 properties that were open and operated in both the three and nine months ended October 31, 2009 and 2008.

We believe occupancy rates, retail and office lease expirations, base rent, and significant retail and office tenant listings represent meaningful operating statistics about us.

Comparable NOI is useful because it measures the performance of the same properties on a period-to-period basis and, along with EBDT (as discussed beginning on page 42), is used to assess operating performance and resource allocation of our strategic business units. While property dispositions, acquisitions or other factors can impact net earnings in the short term, we believe comparable NOI gives a more consistent view of our overall performance from quarter-to-quarter and year-to-year. A reconciliation of NOI to net earnings (loss), the most comparable financial measure calculated in accordance with GAAP, and reconciliation from NOI to comparable NOI are provided on pages 5-7 of this document, and a reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 45-56.

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 fiscal year ended January 31, 2009, as amended on Form 10-K/A filed September 25, 2009 and updated on Form 8-K filed October 19, 2009, can be found on our website under SEC Filings or may be obtained without charge upon written request to:

Thomas T. Kmiecik
Assistant Treasurer
tomkmiecik@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
Robert G. O’Brien
Executive Vice President and Chief Financial Officer

Transfer Agent and Registrar
Wells Fargo
Shareowner Services
P.O. Box 64854
St. Paul, MN 55164-9440
(800) 468-9716
www.shareowneronline.com

Stock Exchange Listing
NYSE: FCEA and FCEB

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”) at 97% of current market value. You may obtain a copy of the Plan prospectus and an enrollment card by contacting Wells Fargo Shareowner Services at (800) 468-9716.

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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Occupancy Data - October 31, 2009 and 2008

We analyze our occupancy percentages by each of our major product lines as follows:


				Average						Average
	Occupancy			Occupancy			Occupancy			Occupancy
	As of			Year-to-Date			As of			Year-to-Date
	October 31, 2009			October 31, 2009			October 31, 2008			October 31, 2008


Retail
Comparable		90.1	%		90.0	%		91.6	%		92.4	%
Total		88.4	%		88.4	%		90.4	%		91.4	%
Office
Comparable		89.4	%		89.7	%		90.0	%		90.0	%
Total		88.9	%		89.1	%		89.7	%		89.7	%
Residential ⁽¹⁾
Comparable		92.6	%		90.4	%		92.9	%		92.4	%
Total		91.1	%		86.5	%		91.1	%		89.6	%
Hotels
Comparable and Total					68.5	%					70.7	%
Comparable ADR and Total ADR				$	139.56					$	146.07

(1)

Excludes military housing units.

Retail and office occupancy as of October 31, 2009 and 2008 is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date as of October 31, 2009 and 2008 for retail and office is calculated by dividing the sum of leased square feet at the beginning and end of the period by two. Residential occupancy as of October 31, 2009 and 2008 represents total units occupied divided by total units available. Average residential occupancy year-to-date for 2009 and 2008 is calculated by dividing gross potential rent less vacancy by gross potential rent. Average Daily Rate (“ADR”) is calculated by dividing revenue by the number of rooms sold for the nine months ended October 31, 2009 and 2008.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

We use NOI, along with EBDT as discussed on page 2, to assess operating performance. Comparable NOI is defined as NOI from properties opened and operated in the three and nine months ended October 31, 2009 and 2008. The following schedules on pages 6-7 present comparable NOI for each of our major product lines, as well as strategic business unit under which these product lines operate. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on pages 8-9. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 45-56.

Comparable Net Operating Income (NOI) (% change over same period, prior year)


	Three Months Ended October 31, 2009						Nine Months Ended October 31, 2009

	Full			Pro-Rata			Full			Pro-Rata
	Consolidation			Consolidation			Consolidation			Consolidation

Retail		(2.0	%)		(1.7	%)		(2.6	%)		(2.0	%)

Office		5.8	%		5.6	%		7.4	%		6.2	%

Hotel		6.2	%		6.2	%		(11.9	%)		(11.9	%)

Residential		(2.5	%)		(3.9	%)		(1.4	%)		(3.3	%)

Total		1.3	%		0.8	%		0.8	%		0.1	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


	Net Operating Income (dollars in thousands)
	Three Months Ended October 31, 2009														Three Months Ended October 31, 2008														% Change
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			(Non-GAAP)

Commercial Group
Retail
Comparable	$	59,345		$	2,965		$	5,540		$	-	$	61,920		$	60,584		$	3,194		$	5,597		$	-	$	62,987			(2.0	%)		(1.7	%)

Total		62,919			2,896			5,600			-		65,623			61,510			3,007			5,657			656		64,816

Office Buildings
Comparable		66,058			2,622			2,353			-		65,789			62,444			2,613			2,440			-		62,271			5.8	%		5.6	%

Total		61,493			2,592			2,433			-		61,334			65,079			2,618			2,440			-		64,901

Hotels
Comparable		5,473			-			-			-		5,473			5,152			-			-			-		5,152			6.2	%		6.2	%

Total		5,473			-			-			-		5,473			5,152			-			-			-		5,152

Earnings from Commercial
Land Sales		1,089			-			-			-		1,089			2,535			181			-			-		2,354

Other ⁽¹⁾		(1,806	)		(99	)		(790	)		-		(2,497	)		(8,059	)		430			(467	)		-		(8,956	)


Total Commercial Group
Comparable		130,876			5,587			7,893			-		133,182			128,180			5,807			8,037			-		130,410			2.1	%		2.1	%

Total		129,168			5,389			7,243			-		131,022			126,217			6,236			7,630			656		128,267

Residential Group Apartments
Comparable		27,988			684			6,037			-		33,341			28,701			778			6,787			-		34,710			(2.5	%)		(3.9	%)

Total		29,568			714			6,993			1,653		37,500			31,279			764			7,915			3,066		41,496

Military Housing
Comparable ⁽²⁾		-			-			-			-		-			-			-			-			-		-

Total		7,918			110			279			-		8,087			15,110			3,532			(1,282	)		-		10,296

Other ⁽¹⁾		(4,378	)		18			-			-		(4,396	)		(8,447	)		54			-			-		(8,501	)


Total Residential Group
Comparable		27,988			684			6,037			-		33,341			28,701			778			6,787			-		34,710			(2.5	%)		(3.9	%)

Total		33,108			842			7,272			1,653		41,191			37,942			4,350			6,633			3,066		43,291

Total Rental Properties
Comparable		158,864			6,271			13,930			-		166,523			156,881			6,585			14,824			-		165,120			1.3	%		0.8	%

Total		162,276			6,231			14,515			1,653		172,213			164,159			10,586			14,263			3,722		171,558

Land Development Group ⁽³⁾		(1,130	)		127			(1,767	)		-		(3,024	)		(11,245	)		(1,349	)		89			-		(9,807	)

The Nets		(10,853	)		-			2,499			-		(8,354	)		(9,859	)		-			1,904			-		(7,955	)

Corporate Activities		(9,240	)		-			-			-		(9,240	)		(7,691	)		-			-			-		(7,691	)


Grand Total	$	141,053		$	6,358		$	15,247		$	1,653	$	151,595		$	135,364		$	9,237		$	16,256		$	3,722	$	146,105

	(1)		Includes write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of historic and new market tax credit income. Write-offs of abandoned development projects were $3,758 and $12,500 at both full and pro-rata consolidation for the three months ended October 31, 2009 and 2008, respectively.

	(2)		Comparable NOI for Military Housing commences once the operating projects complete initial development phase.

	(3)		Includes reduction in fair value of the Denver Urban Renewal Authority (“DURA”) purchase obligation and fee in 2008 of $12,434,000.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


	Net Operating Income (dollars in thousands)
	Nine Months Ended October 31, 2009																Nine Months Ended October 31, 2008														% Change
						Plus														Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus		Pro-Rata			Full				Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation				Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)				(Non-GAAP)

Commercial Group
Retail
Comparable	$	173,579		$	8,733	$	16,593		$	-	$	181,439		$	178,173		$	9,495		$	16,521		$	-	$	185,199			(2.6	%)			(2.0	%)

Total		187,910			8,761		18,433			481		198,063			182,000			9,322			17,727			1,873		192,278

Office Buildings
Comparable		153,690			7,560		7,037			-		153,167			143,083			6,406			7,572			-		144,249			7.4	%			6.2	%

Total		190,755			7,895		7,221			-		190,081			190,139			7,866			7,679			-		189,952

Hotels
Comparable		10,803			-		-			-		10,803			12,256			-			-			-		12,256			(11.9	%)			(11.9	%)

Total		10,803			-		-			-		10,803			12,256			-			-			-		12,256

Earnings from Commercial Land Sales		5,560			476		-			-		5,084			8,412			2,421			-			-		5,991

Other ⁽¹⁾		(9,622	)		445		(3,172	)		-		(13,239	)		(34,307	)		(165	)		(2,574	)		-		(36,716	)


Total Commercial Group
Comparable		338,072			16,293		23,630			-		345,409			333,512			15,901			24,093			-		341,704			1.4	%			1.1	%

Total		385,406			17,577		22,482			481		390,792			358,500			19,444			22,832			1,873		363,761

Residential Group Apartments
Comparable		83,034			2,072		18,018			-		98,980			84,220			2,189			20,283			-		102,314			(1.4	%)			(3.3	%)

Total		91,654			2,900		21,136			4,553		114,443			88,902			2,175			23,482			9,626		119,835

Military Housing
Comparable ⁽²⁾		-			-		-			-		-			-			-			-			-		-

Total		28,902			148		733			-		29,487			40,749			3,928			778			-		37,599

Other ⁽¹⁾		(21,526	)		90		-			-		(21,616	)		(23,049	)		143			-			-		(23,192	)


Total Residential Group
Comparable		83,034			2,072		18,018			-		98,980			84,220			2,189			20,283			-		102,314			(1.4	%)			(3.3	%)

Total		99,030			3,138		21,869			4,553		122,314			106,602			6,246			24,260			9,626		134,242

Total Rental Properties
Comparable		421,106			18,365		41,648			-		444,389			417,732			18,090			44,376			-		444,018			0.8	%			0.1	%

Total		484,436			20,715		44,351			5,034		513,106			465,102			25,690			47,092			11,499		498,003

Land Development Group ⁽³⁾		1,642			177		(1,602	)		-		(137	)		(5,087	)		(930	)		367			-		(3,790	)

The Nets		(29,841	)		-		5,448			-		(24,393	)		(31,880	)		-			5,207			-		(26,673	)

Corporate Activities		(31,855	)		-		-			-		(31,855	)		(31,274	)		-			-			-		(31,274	)


Grand Total	$	424,382		$	20,892	$	48,197		$	5,034	$	456,721		$	396,861		$	24,760		$	52,666		$	11,499	$	436,266

	(1)		Includes write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of historic and new market tax credit income. Write-offs of abandoned development projects were $21,398 and $41,452 at full consolidation ($21,398 and $39,206 at pro-rata consolidation) for the nine months ended October 31, 2009 and 2008, respectively.

	(2)		Comparable NOI for Military Housing commences once the operating projects complete initial development phase.

	(3)		Includes reduction in fair value of the DURA purchase obligation and fee in 2008 of $12,434,000.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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


	Three Months Ended October 31, 2009															Three Months Ended October 31, 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	306,100		$	12,447		$	74,528		$	1,688		$	369,869		$	330,381		$	16,129		$	87,802		$	4,149		$	406,203
Exclude straight-line rent adjustment (1)		(4,774	)		-			-			-			(4,774	)		(6,062	)		-			-			(48	)		(6,110	)

Adjusted revenues		301,326			12,447			74,528			1,688			365,095			324,319			16,129			87,802			4,101			400,093

Operating expenses		171,684			6,276			51,910			35			217,353			200,441			7,295			66,096			416			259,658
Add back non-Real Estate depreciation and amortization (b)		3,412			-			2,351			-			5,763			3,119			-			1,326			-			4,445
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			161			-			161			-			-			64			-			64
Exclude straight-line rent adjustment (2)		(1,610	)		-			-			-			(1,610	)		(1,587	)		-			-			-			(1,587	)
Exclude preference payment		(585	)		-			-			-			(585	)		(877	)		-			-			-			(877	)

Adjusted operating expenses		172,901			6,276			54,422			35			221,082			201,096			7,295			67,486			416			261,703

Add interest and other income		5,522			200			1,661			-			6,983			6,752			293			602			37			7,098
Add equity in earnings (loss), including impairment of unconsolidated entities		(11,836	)		(13	)		12,422			-			599			(3,198	)		110			3,925			-			617
Exclude gain on disposition of unconsolidated entities		(4,498	)		-			4,498			-			-			(200	)		-			200			-			-
Exclude impairment of unconsolidated entities		13,200			-			(13,200	)		-			-			-			-			-			-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		10,240			-			(10,240	)		-			-			8,787			-			(8,787	)		-			-

Net Operating Income		141,053			6,358			15,247			1,653			151,595			135,364			9,237			16,256			3,722			146,105

Interest expense		(87,863	)		(4,032	)		(17,121	)		(502	)		(101,454	)		(97,081	)		(3,617	)		(16,227	)		(1,883	)		(111,574	)

Gain (loss) on early extinguishment of debt		28,902			-			1,874			-			30,776			3,692			-			(29	)		-			3,663

Equity in earnings (loss), including impairment of unconsolidated entities		11,836			13			(12,422	)		-			(599	)		3,198			(110	)		(3,925	)		-			(617	)

Gain on disposition of unconsolidated entities		4,498			-			-			-			4,498			200			-			-			-			200

Impairment of unconsolidated entities		(13,200	)		-			-			-			(13,200	)		-			-			-			-			-

Depreciation and amortization of unconsolidated entities (see above)		(10,240	)		-			10,240			-			-			(8,787	)		-			8,787			-			-

Impairment of real estate		(549	)		-			-			(9,775	)		(10,324	)		-			-			-			-			-

Depreciation and amortization - Real Estate Groups (a)		(62,981	)		(1,687	)		(9,795	)		(195	)		(71,284	)		(60,919	)		(1,044	)		(8,399	)		(1,451	)		(69,725	)

Amortization of mortgage procurement costs - Real Estate Groups (c)		(3,562	)		(126	)		(445	)		(7	)		(3,888	)		(2,838	)		(114	)		(388	)		(106	)		(3,218	)

Straight-line rent adjustment (1) + (2)		3,164			-			-			-			3,164			4,475			-			-			48			4,523

Preference payment		(585	)		-			-			-			(585	)		(877	)		-			-			-			(877	)

Earnings (loss) before income taxes		10,473			526			(12,422	)		(8,826	)		(11,301	)		(23,573	)		4,352			(3,925	)		330			(31,520	)

Income tax provision		2,895			-			-			3,423			6,318			11,916			-			-			(128	)		11,788
Equity in earnings (loss), including impairment of unconsolidated entities		(11,836	)		(13	)		12,422			-			599			(3,198	)		110			3,925			-			617

Earnings (loss) from continuing operations		1,532			513			-			(5,403	)		(4,384	)		(14,855	)		4,462			-			202			(19,115	)

Discontinued operations, net of tax		(5,403	)		-			-			5,403			-			202			-			-			(202	)		-


Net earnings (loss)		(3,871	)		513			-			-			(4,384	)		(14,653	)		4,462			-			-			(19,115	)

Net earnings attributable to noncontrolling interest		(513	)		(513	)		-			-			-			(4,462	)		(4,462	)		-			-			-

Net loss attributable to Forest City Enterprises, Inc.	$	(4,384	)	$	-		$	-		$	-		$	(4,384	)	$	(19,115	)	$	-		$	-		$	-		$	(19,115	)

(a) Depreciation and amortization - Real Estate Groups	$	62,981		$	1,687		$	9,795		$	195		$	71,284		$	60,919		$	1,044		$	8,399		$	1,451		$	69,725
(b) Depreciation and amortization - Non-Real Estate		3,412			-			2,351			-			5,763			3,119			-			1,326			-			4,445

Total depreciation and amortization	$	66,393		$	1,687		$	12,146		$	195		$	77,047		$	64,038		$	1,044		$	9,725		$	1,451		$	74,170


(c) Amortization of mortgage procurement costs - Real Estate Groups	$	3,562		$	126		$	445		$	7		$	3,888		$	2,838		$	114		$	388		$	106		$	3,218
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			161			-			161			-			-			64			-			64

Total amortization of mortgage procurement costs	$	3,562		$	126		$	606		$	7		$	4,049		$	2,838		$	114		$	452		$	106		$	3,282

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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


	Nine Months Ended October 31, 2009															Nine Months Ended October 31, 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	932,889		$	38,008		$	262,820		$	5,476		$	1,163,177		$	960,007		$	47,695		$	287,144		$	13,114		$	1,212,570
Exclude straight-line rent adjustment (1)		(14,398	)		-			-			(12	)		(14,410	)		(8,055	)		-			-			(147	)		(8,202	)

Adjusted revenues		918,491			38,008			262,820			5,464			1,148,767			951,952			47,695			287,144			12,967			1,204,368

Operating expenses		532,000			17,578			187,980			430			702,832			593,306			24,338			211,607			1,604			782,179
Add back non-Real Estate depreciation and amortization (b)		10,372			-			12,348			-			22,720			9,940			-			14,765			-			24,705
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			402			-			402			-			-			169			-			169
Exclude straight-line rent adjustment (2)		(4,857	)		-			-			-			(4,857	)		(4,780	)		-			-			-			(4,780	)
Exclude preference payment		(1,756	)		-			-			-			(1,756	)		(2,744	)		-			-			-			(2,744	)

Adjusted operating expenses		535,759			17,578			200,730			430			719,341			595,722			24,338			226,541			1,604			799,529

Add interest and other income		23,924			543			2,866			-			26,247			27,976			1,420			3,685			136			30,377
Add equity in earnings (loss), including impairment of unconsolidated entities		(45,140	)		(81	)		46,107			-			1,048			(18,787	)		(17	)		19,820			-			1,050
Exclude gain on disposition of unconsolidated entities		(4,498	)		-			4,498			-			-			(1,081	)		-			1,081			-			-
Exclude impairment of unconsolidated entities		34,663			-			(34,663	)		-			-			6,026			-			(6,026	)		-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		32,701			-			(32,701	)		-			-			26,497			-			(26,497	)		-			-


Net Operating Income		424,382			20,892			48,197			5,034			456,721			396,861			24,760			52,666			11,499			436,266

Interest expense		(258,434	)		(10,832	)		(49,895	)		(2,184	)		(299,681	)		(259,450	)		(10,359	)		(52,407	)		(5,721	)		(307,219	)

Gain (loss) on early extinguishment of debt		37,965			-			1,698			-			39,663			(1,539	)		(119	)		(51	)		-			(1,471	)
Equity in earnings (loss), including impairment of unconsolidated entities		45,140			81			(46,107	)		-			(1,048	)		18,787			17			(19,820	)		-			(1,050	)

Gain on disposition of unconsolidated entities		4,498			-			-			-			4,498			1,081			-			-			-			1,081

Impairment of unconsolidated entities		(34,663	)		-			-			-			(34,663	)		(6,026	)		-			-			-			(6,026	)

Depreciation and amortization of unconsolidated entities (see above)		(32,701	)		-			32,701			-			-			(26,497	)		-			26,497			-			-

Gain on disposition of rental properties and other investments		-			-			-			4,548			4,548			150			-			-			8,627			8,777

Preferred return on disposition		-			-			-			-			-			-			-			(208	)		-			(208	)

Impairment of real estate		(3,124	)		-			-			(9,775	)		(12,899	)		-			-			-			-			-

Depreciation and amortization - Real Estate Groups (a)		(189,287	)		(3,412	)		(31,214	)		(1,347	)		(218,436	)		(188,670	)		(3,575	)		(25,167	)		(3,911	)		(214,173	)

Amortization of mortgage procurement costs - Real Estate Groups (c)		(10,645	)		(449	)		(1,487	)		(50	)		(11,733	)		(8,723	)		(383	)		(1,330	)		(339	)		(10,009	)

Straight-line rent adjustment (1) + (2)		9,541			-			-			12			9,553			3,275			-			-			147			3,422

Preference payment		(1,756	)		-			-			-			(1,756	)		(2,744	)		-			-			-			(2,744	)

Earnings (loss) before income taxes		(9,084	)		6,280			(46,107	)		(3,762	)		(65,233	)		(73,495	)		10,341			(19,820	)		10,302			(93,354	)

Income tax provision		25,874			-			-			1,459			27,333			28,382			-			-			(3,981	)		24,401
Equity in earnings (loss), including impairment of unconsolidated entities		(45,140	)		(81	)		46,107			-			1,048			(18,787	)		(17	)		19,820			-			1,050

Earnings (loss) from continuing operations		(28,350	)		6,199			-			(2,303	)		(36,852	)		(63,900	)		10,324			-			6,321			(67,903	)

Discontinued operations, net of tax		(2,303	)		-			-			2,303			-			6,321			-			-			(6,321	)		-


Net earnings (loss)		(30,653	)		6,199			-			-			(36,852	)		(57,579	)		10,324			-			-			(67,903	)

Net earnings attributable to noncontrolling interest		(6,199	)		(6,199	)		-			-			-			(10,324	)		(10,324	)		-			-			-

Net loss attributable to Forest City Enterprises, Inc.	$	(36,852	)	$	-		$	-		$	-		$	(36,852	)	$	(67,903	)	$	-		$	-		$	-		$	(67,903	)


(a) Depreciation and amortization - Real Estate Groups	$	189,287		$	3,412		$	31,214		$	1,347		$	218,436		$	188,670		$	3,575		$	25,167		$	3,911		$	214,173
(b) Depreciation and amortization - Non-Real Estate		10,372			-			12,348			-			22,720			9,940			-			14,765			-			24,705

Total depreciation and amortization	$	199,659		$	3,412		$	43,562		$	1,347		$	241,156		$	198,610		$	3,575		$	39,932		$	3,911		$	238,878


(c) Amortization of mortgage procurement costs - Real Estate Groups	$	10,645		$	449		$	1,487		$	50		$	11,733		$	8,723		$	383		$	1,330		$	339		$	10,009
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			402			-			402			-			-			169			-			169

Total amortization of mortgage procurement costs	$	10,645		$	449		$	1,889		$	50		$	12,135		$	8,723		$	383		$	1,499		$	339		$	10,178

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Retail Lease Expirations as of October 31, 2009



													AVERAGE
													BASE
	NUMBER OF		SQUARE FEET		PERCENTAGE			NET		PERCENTAGE			RENT PER
EXPIRATION	EXPIRING		OF EXPIRING		OF TOTAL			BASE RENT		OF TOTAL			SQUARE FEET
YEAR	LEASES		LEASES ⁽³⁾		LEASED GLA ⁽¹⁾			EXPIRING ⁽²⁾		BASE RENT			EXPIRING ⁽³⁾

2009		91		341,511		2.71	%	$	6,681,659		2.42	%	$	24.36
2010		250		599,143		4.75			15,028,665		5.44			30.98
2011		330		1,194,650		9.48			28,225,976		10.22			28.49
2012		239		925,596		7.34			22,352,373		8.10			27.95
2013		234		1,027,701		8.15			25,077,209		9.08			27.48
2014		208		966,678		7.67			20,238,298		7.33			27.23
2015		167		771,701		6.12			18,173,524		6.58			27.49
2016		228		1,201,090		9.53			32,793,756		11.88			37.79
2017		150		1,020,477		8.10			22,588,385		8.18			25.97
2018		170		856,466		6.80			18,191,261		6.59			23.32
2019		93		886,353		7.03			18,845,869		6.83			22.81
Thereafter		92		2,810,976		22.32			47,909,903		17.35			19.61

Total		2,252		12,602,342		100.00	%	$	276,106,878		100.00	%	$	26.17

	(1)		GLA = Gross Leasable Area.

	(2)		Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent and contingent rental payments, which are not reasonably estimable.

	(3)		Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Office Lease Expirations as of October 31, 2009



													AVERAGE
													BASE
	NUMBER OF		SQUARE FEET		PERCENTAGE			NET		PERCENTAGE			RENT PER
EXPIRATION	EXPIRING		OF EXPIRING		OF TOTAL			BASE RENT		OF TOTAL			SQUARE FEET
YEAR	LEASES		LEASES ⁽³⁾		LEASED GLA ⁽¹⁾			EXPIRING ⁽²⁾		BASE RENT			EXPIRING ⁽³⁾

2009		24		102,024		0.93	%	$	2,131,818		0.68	%	$	23.05
2010		92		1,120,742		10.26			24,006,921		7.63			25.14
2011		68		698,954		6.40			16,539,531		5.26			26.44
2012		74		1,109,527		10.16			31,722,090		10.08			30.37
2013		73		1,168,280		10.70			26,839,777		8.53			24.46
2014		39		785,026		7.19			20,529,419		6.52			30.40
2015		10		255,836		2.34			4,665,093		1.48			19.12
2016		20		484,252		4.43			9,370,983		2.98			22.06
2017		17		251,670		2.30			7,966,325		2.53			34.39
2018		16		1,048,025		9.60			30,014,917		9.54			32.59
2019		17		689,141		6.31			16,355,416		5.20			25.62
Thereafter		35		3,206,569		29.38			124,485,681		39.57			40.73

Total		485		10,920,046		100.00	%	$	314,627,971		100.00	%	$	31.30

	(1)		GLA = Gross Leasable Area.

	(2)		Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent and contingent rental payments, which are not reasonably estimable.

	(3)		Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Retail Tenants as of October 31, 2009

(Based on net base rent 1% or greater of the Company’s ownership share)


	NUMBER		LEASED		PERCENTAGE OF
	OF		SQUARE		TOTAL RETAIL
TENANT	LEASES		FEET		SQUARE FEET


AMC Entertainment, Inc.		6		515,097		4.09	%
Bass Pro Shops, Inc.		3		510,855		4.05
Regal Entertainment Group		5		381,461		3.03
TJX Companies		10		313,861		2.49
The Gap		24		305,756		2.43
The Home Depot		2		282,000		2.24
Dick’s Sporting Goods		5		257,486		2.04
The Limited		39		230,934		1.83
Abercrombie & Fitch Stores, Inc.		30		223,567		1.77
Footlocker, Inc.		40		153,693		1.22
Pathmark Stores, Inc.		2		123,500		0.98
American Eagle Outfitters		19		109,994		0.87
H&M		6		77,327		0.62


Subtotal		191		3,485,531		27.66


All Others		2,061		9,116,811		72.34


Total		2,252		12,602,342		100.00	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Office Tenants as of October 31, 2009

(Based on net base rent 2% or greater of the Company’s ownership share)


	LEASED		PERCENTAGE OF
	SQUARE		TOTAL OFFICE
TENANT	FEET		SQUARE FEET


City of New York		890,185		8.15	%
Millennium Pharmaceuticals, Inc.		628,934		5.76
U.S. Government		620,402		5.68
Morgan Stanley & Co.		444,685		4.07
Securities Industry Automation Corp.		433,971		3.97
Wellchoice, Inc.		392,514		3.59
JP Morgan Chase & Co.		385,254		3.53
Forest City Enterprises, Inc. ⁽¹⁾		368,909		3.38
Bank of New York		323,043		2.96
National Grid		254,034		2.33
Alkermes, Inc.		210,248		1.93
Clearbridge Advisors, LLC, a Legg Mason Company		193,249		1.77
Covington & Burling, LLP		160,565		1.47
Seyfarth Shaw, LLP		96,909		0.89


Subtotal		5,402,902		49.48


All Others		5,517,144		50.52


Total		10,920,046		100.00	%

(1)

All intercompany rental income is eliminated in consolidation.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
October 31, 2009
2009 Openings and Acquisitions (2)


																Cost at FCE
				Date					Pro-Rata			Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./		Gross
		Dev (D)		Opened /		FCE Legal			FCE % (a)			Consolidation		at 100%		(Non-GAAP) (c)		No. of		Leasable
Property	Location	Acq (A)		Acquired		Ownership % (a)			(1)			(GAAP) (b)		(2)		(1) X (2)		Units		Area
												(in millions)

*Retail Centers:*
Promenade at Temecula Expansion	Temecula, CA		D		Q1-09		75.0	%		100.0	%	$	107.0	$	107.0	$	107.0		127,000		127,000


*Residential:*
North Church Towers (d)	Parma Heights, OH		A		Q3-09		100.0	%		100.0	%	$	5.6	$	5.6	$	5.6		399




Total Openings and Acquisitions												$	112.6	$	112.6	$	112.6




*Residential Phased-In Units (e) (f):*																		Opened in ‘09 / Total
Cobblestone Court	Painesville, OH		D		2006-09		50.0	%		50.0	%	$	0.0	$	30.3	$	15.2	72/400
Sutton Landing	Brimfield, OH		D		2007-09		50.0	%		50.0	%		0.0		15.9		8.0	36/216
Stratford Crossing	Wadsworth, OH		D		2007-10		50.0	%		50.0	%		0.0		25.3		12.7	36/348

Total (g)												$	0.0	$	71.5	$	35.9	144/964

See attached footnotes.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
October 31, 2009
Under Construction (7)


																Cost at FCE
									Pro-Rata			Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./			Gross
		Dev (D)		Anticipated		FCE Legal			FCE % (a)			Consolidation		at 100%		(Non-GAAP) (c)		No. of			Leasable			Lease
Property	Location	Acq (A)		Opening		Ownership % (a)			(1)			(GAAP) (b)		(2)		(1) X (2)		Units			Area			Commitment %
														(in millions)

*Retail Centers:*
East River Plaza (e) (f) (m)	Manhattan, NY		D		Q4-09/10		35.0	%		50.0	%	$	0.0	$	398.1	$	199.1		527,000			527,000			92	%
Village at Gulfstream Park	Hallandale Beach, FL		D		Q1-10		50.0	%		50.0	%		203.6		203.6		101.8		497,000			497,000	(j)		70	%
Ridge Hill (e)	Yonkers, NY		D		2011/2012		70.0	%		100.0	%		798.7		798.7		798.7		1,336,000			1,336,000	(k)		33	%

												$	1,002.3	$	1,400.4	$	1,099.6		2,360,000			2,360,000


*Office:*
Waterfront Station - East 4th & West 4th Buildings	Washington, D.C.		D		Q1-10		45.0	%		45.0	%	$	326.7	$	326.7	$	147.0		628,000	(l)					97	%


*Residential:*
80 Dekalb Avenue (e)	Brooklyn, NY		D		Q4-09/10		70.0	%		100.0	%	$	163.3	$	163.3	$	163.3		365
Presidio	San Francisco, CA		D		Q3-10		100.0	%		100.0	%		110.7		110.7		110.7		161
Beekman (e)	Manhattan, NY		D		Q1-11/12		49.0	%		70.0	%		875.7		875.7		613.0		904

												$	1,149.7	$	1,149.7	$	887.0		1,430



Total Under Construction (h)												$	2,478.7	$	2,876.8	$	2,133.6





*Residential Phased-In Units (e) (f):*																		Under Const./Total
Cobblestone Court	Painesville, OH		D		2006-09		50.0	%		50.0	%	$	0.0	$	30.3	$	15.2	24/400
Stratford Crossing	Wadsworth, OH		D		2007-10		50.0	%		50.0	%		0.0		25.3		12.7	96/348

Total (i)												$	0.0	$	55.6	$	27.9	120/748

See attached footnotes.

Military Housing – see footnote n.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline

October 31, 2009 Footnotes

(a)		As is customary within the real estate industry, the Company invests in certain real estate projects through joint ventures. For some of these projects, the Company provides funding at percentages that differ from the Company’s legal ownership.

(b)		Amounts are presented on the full consolidation method of accounting, a GAAP measure. Under full consolidation, costs are reported as consolidated at 100 percent if we are deemed to have control or to be the primary beneficiary of our investments in the variable interest entity (“VIE”).

(c)		Cost at pro-rata share represents Forest City’s share of cost, based on the Company’s pro-rata ownership of each property (a non-GAAP measure). Under the pro-rata consolidation method of accounting the Company determines its pro-rata share by multiplying its pro-rata ownership by the total cost of the applicable property.

(d)		The Company exchanged its 50% ownership interest in Boulevard Towers, an apartment community located in Amherst, New York, for 100% ownership in North Church Towers, in a nonmonetary exchange.

(e)		Phased-in openings. Costs are representative of the total project.

(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 our investments in a VIE.

(g)		The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $35.9 million consists of the Company’s share of cost for unconsolidated investments of $35.9 million.

(h)		The difference between the full consolidation cost amount (GAAP) of $2,478.7 million to the Company’s pro-rata share (a non-GAAP measure) of $2,133.6 million consists of a reduction to full consolidation for noncontrolling interest of $544.2 million of cost and the addition of its share of cost for unconsolidated investments of $199.1 million.

(i)		The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $27.9 million consists of the Company’s share of cost for unconsolidated investments of $27.9 million.

(j)		Includes 89,000 square feet of office space. Excluding this office space from the calculation of the preleased percentage would result in the retail space being 85% preleased. In addition, includes 35,000 square feet site for Crate & Barrel, opening Q4-09.

(k)		Includes 156,000 square feet of office space.

(l)		Includes 85,000 square feet of retail space.

(m)		Total cost includes construction of the 1,248-space parking garage and structural upgrades to accommodate a possible future residential project above the retail center.

(n)		Below is a summary of our equity method investments for Military Housing Development projects. The Company provides development, construction, and management services for these projects and receives agreed upon fees for these services. (See pages 6-7 for net fee revenue included in NOI.)


Property	Location	Anticipated Opening		FCE Pro-Rata %			Cost at Full Consolidation		Total Cost at 100%		Sq. ft./ No. of Units
							(in millions)

*Military Housing —* Under Construction (7)
Navy Midwest	Chicago, IL		2006-2010		*		$	0.0	$	248.8		1,658
Air Force Academy	Colorado Springs, CO		2007-2009		50.0	%		0.0		69.5		427
Pacific Northwest Communities	Seattle, WA		2007-2010		*			0.0		280.5		2,986
Midwest Millington	Memphis, TN		2008-2010		*			0.0		37.0		318
Marines, Hawaii Increment II	Honolulu, HI		2007-2011		*			0.0		293.3		1,175
Navy, Hawaii Increment III	Honolulu, HI		2007-2011		*			0.0		535.1		2,520
Hawaii Phase IV	Kaneohe, HI		2007-2014		*			0.0		364.0		917

Total Military Housing Under Construction							$	0.0	$	1,828.2		10,001


* The Company’s share of residual cash flow ranges from 0-20% during the life cycle of the project.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
October 31, 2009
Equity Requirements for Projects Under Construction ⁽¹⁾


			Less							Plus
			Unconsolidated			Full		Less		Unconsolidated			Pro - Rata
			Investments			Consolidation		Noncontrolling		Investments			Consolidation
	100%		at 100%			(GAAP)		Interest		at Pro Rata			(Non-GAAP)

						(dollars in millions)

Total Cost Under Construction	$	2,876.8	$	398.1		$	2,478.7	$	544.2	$	199.1		$	2,133.6
Total Loan Draws and Other Sources at Completion ⁽²⁾		2,111.2		285.0			1,826.2		387.0		142.5			1,581.7

Net Equity at Completion	$	765.6	$	113.1		$	652.5	$	157.2	$	56.6		$	551.9


Net Costs Incurred to Date	$	2,005.3	$	353.4		$	1,651.9	$	396.3	$	176.7		$	1,432.3
Loan Draws and Other Sources to Date		1,363.6		211.1			1,152.5		246.9		105.5			1,011.1

Net Equity to Date	$	641.7	$	142.3		$	499.4	$	149.4	$	71.2		$	421.2


% of Total Equity		84%					77%							76%

Remaining Costs	$	871.5	$	44.7		$	826.8	$	147.9	$	22.4		$	701.3
Remaining Loan Draws and Other Sources ⁽³⁾		747.6		73.9			673.7		140.1		37.0			570.6

Remaining Equity	$	123.9	$	(29.2	)	$	153.1	$	7.8	$	(14.6	)	$	130.7


% of Total Equity		16%					23%							24%

	(1)		This schedule includes only the seven properties listed on page 15. This does not include costs associated with phased-in units, operating property renovations and military housing.

	(2)		“Other Sources” includes third party subsidies, tax credit proceeds and outlot land sales.

	(3)		Three of the loan commitments require specific leasing hurdles to be achieved prior to drawing the final amount of the loan. The Company estimates that approximately $165.9 million at 100% and at full consolidation, and $88.5 million at pro-rata consolidation of loan commitments are at risk should these leasing hurdles not be achieved.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Debt for Projects under Development

We use nonrecourse mortgage debt for the financing of our development pipeline. We draw on these financings to partially fund the cost incurred with the development of our real estate. As of October 31, 2009, the detail of how much is outstanding compared to the total commitment under the financing is as follows:


					Plus
	Full		Less		Unconsolidated		Pro-Rata
	Consolidation		Noncontrolling		Investments at		Consolidation
	(GAAP)		Interest		Pro-Rata		(Non-GAAP)
	(in thousands)
Outstanding
Fixed	$	-	$	-	$	96,201	$	96,201
Variable
Taxable		1,028,706		273,397		97,426		852,735
Tax-Exempt		335,660		61,986		20,000		293,674

Total outstanding on projects under development ⁽¹⁾	$	1,364,366	$	335,383	$	213,627	$	1,242,610


Commitment
Fixed	$	-	$	-	$	99,061	$	99,061
Variable
Taxable		1,661,893		425,950		127,831		1,363,774
Tax-Exempt		335,660		61,986		20,000		293,674

Total commitment	$	1,997,553	$	487,936	$	246,892	$	1,756,509

(1)

Proceeds from outstanding debt of $137,349 and $138,383, at full and pro-rata consolidation, respectively, described above is recorded as restricted cash in our Consolidated Balance Sheet. For bonds issued in conjunction with development, the full amount of the bonds at the beginning of construction must remain in escrow until costs are incurred.

Non-Recourse Mortgage Financings

Our primary capital strategy seeks to isolate the operating and financial risk at the property level to maximize returns and reduce risk on and of our equity capital. As such, substantially all of our operating and development properties are separately encumbered with nonrecourse mortgage debt.

We use taxable and tax-exempt nonrecourse debt for our real estate projects. For those real estate projects financed with taxable debt, we generally seek long-term, fixed-rate financing for those operating projects whose loans mature within the next 12 months or are projected to open and achieve stabilized operations during that same time frame. However, due to the limited availability of long-term fixed rate mortgage debt based upon current market conditions, we are attempting to extend maturities with existing lenders at current market terms. For real estate projects financed with tax-exempt debt, we generally utilize variable-rate debt. For construction loans, we generally pursue variable-rate financings with maturities ranging from two to five years.

We are actively working to refinance and/or extend the maturities of the nonrecourse debt that is coming due in the next 24 months. During the nine months ended October 31, 2009, we completed the following financings:


					Plus
			Less		Unconsolidated
	Full		Noncontrolling		Investments at		Pro-Rata
Purpose of Financing	Consolidation		Interest		Pro-Rata		Consolidation
	(in thousands)

Refinancings	$	277,841	$	62,031	$	31,493	$	247,303
Loan extensions/additional fundings		1,095,701		84,464		143,505		1,154,742

	$	1,373,542	$	146,495	$	174,998	$	1,402,045

(THIS PAGE INTENTIONALLY LEFT BLANK)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Mortgage Debt (dollars in thousands)
As of October 31, 2009



	Period Ending January 31, 2010												Fiscal Year Ending January 31, 2011
							Plus												Plus
				Less			Unconsolidated									Less			Unconsolidated
	Full			Noncontrolling			Investments at			Pro-Rata			Full			Noncontrolling			Investments at			Pro-Rata
	Consolidation			Interest			Pro-Rata			Consolidation			Consolidation			Interest			Pro-Rata			Consolidation


Fixed:
Fixed-rate debt	$	49,126		$	649		$	11,052		$	59,529		$	221,611		$	15,326		$	23,148		$	229,433
Weighted average rate		6.29	%		6.35	%		6.77	%		6.38	%		7.18	%		6.49	%		7.09	%		7.22	%

Variable:
Variable-rate debt		283,237			14,380			103,064			371,921			453,128			53,014			17,666			417,780
Weighted average rate		2.29	%		2.28	%		1.75	%		2.14	%		3.16	%		3.48	%		2.71	%		3.10	%

Tax-Exempt		-			-			43,688			43,688			-			-			-			-
Weighted average rate		-	%		-	%		0.85	%		0.85	%		-	%		-	%		-	%		-	%

Total variable-rate debt		283,237			14,380			146,752			415,609			453,128			53,014			17,666			417,780


Total Nonrecourse Mortgage Debt	$	332,363		$	15,029		$	157,804		$	475,138		$	674,739		$	68,340		$	40,814		$	647,213
Weighted Average Rate		2.89	%		2.45	%		1.85	%		2.56	%		4.48	%		4.16	%		5.19	%		4.56	%



	Fiscal Year Ending January 31, 2012												Fiscal Year Ending January 31, 2013
							Plus												Plus
				Less			Unconsolidated									Less			Unconsolidated
	Full			Noncontrolling			Investments at			Pro-Rata			Full			Noncontrolling			Investments at			Pro-Rata
	Consolidation			Interest			Pro-Rata			Consolidation			Consolidation			Interest			Pro-Rata			Consolidation

Fixed:
Fixed-rate debt	$	354,292		$	4,183		$	74,734		$	424,843		$	330,529		$	7,574		$	30,059		$	353,014
Weighted average rate		7.03	%		5.10	%		6.28	%		6.91	%		5.98	%		6.22	%		6.54	%		6.02	%

Variable:
Variable-rate debt		391,782			146,205			69,199			314,776			643,687			72,367			4,704			576,024
Weighted average rate		3.39	%		3.62	%		3.31	%		3.26	%		5.44	%		3.09	%		2.88	%		5.72	%

Tax-Exempt		132,430			67			-			132,363			204,616			62,057			-			142,559
Weighted average rate		2.66	%		3.76	%		-	%		2.66	%		2.72	%		2.72	%		-	%		2.72	%

Total variable-rate debt		524,212			146,272			69,199			447,139			848,303			134,424			4,704			718,583


Total Nonrecourse Mortgage Debt	$	878,504		$	150,455		$	143,933		$	871,982		$	1,178,832		$	141,998		$	34,763		$	1,071,597
Weighted Average Rate		4.74	%		3.66	%		4.85	%		4.95	%		5.12	%		3.10	%		6.04	%		5.42	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Mortgage Debt (dollars in thousands) (continued)
As of October 31, 2009


	Fiscal Year Ending January 31, 2014												Thereafter
							Plus												Plus
				Less			Unconsolidated									Less			Unconsolidated
	Full			Noncontrolling			Investments at			Pro-Rata			Full			Noncontrolling			Investments at			Pro-Rata
	Consolidation			Interest			Pro-Rata			Consolidation			Consolidation			Interest			Pro-Rata			Consolidation

Fixed:
Fixed-rate debt	$	751,859		$	14,663		$	42,664		$	779,860		$	2,322,159		$	178,713		$	831,281		$	2,974,727
Weighted average rate		5.85	%		5.61	%		5.81	%		5.85	%		5.88	%		5.91	%		5.74	%		5.84	%

Variable:
Variable-rate debt		46,412			-			1,754			48,166			652,414			-			54,207			706,621
Weighted average rate		6.05	%		-	%		2.42	%		5.92	%		6.31	%		-	%		2.66	%		6.03	%

Tax-Exempt		91,565			77			-			91,488			534,776			21,964			157,357			670,169
Weighted average rate		1.55	%		3.74	%		-	%		1.55	%		1.53	%		2.65	%		0.99	%		1.37	%

Total variable-rate debt		137,977			77			1,754			139,654			1,187,190			21,964			211,564			1,376,790


Total Nonrecourse Mortgage Debt	$	889,836		$	14,740		$	44,418		$	919,514		$	3,509,349		$	200,677		$	1,042,845		$	4,351,517
Weighted Average Rate		5.42	%		5.60	%		5.67	%		5.43	%		5.30	%		5.55	%		4.86	%		5.18	%

	Total
							Plus
				Less			Unconsolidated
	Full			Noncontrolling			Investments at			Pro-Rata
	Consolidation			Interest			Pro-Rata			Consolidation

Fixed:
Fixed-rate debt	$	4,029,576		$	221,108		$	1,012,938		$	4,821,406
Weighted average rate		6.06	%		5.92	%		5.84	%		6.02	%

Variable:
Variable-rate debt		2,470,660			285,966			250,594			2,435,288
Weighted average rate		4.58	%		3.39	%		2.47	%		4.50	%

Tax-Exempt		963,387			84,165			201,045			1,080,267
Weighted average rate		1.94	%		2.70	%		0.96	%		1.70	%

Total variable-rate debt		3,434,047			370,131			451,639			3,515,555


Total Nonrecourse Mortgage Debt	$	7,463,623		$	591,239		$	1,464,577		$	8,336,961
Weighted Average Rate		5.04	%		4.24	%		4.60	%		5.02	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

The following tables provide detail of our maturities for 2009, 2010 and 2011 as of October 31, 2009, as well as the level of exposure to various lending sources, operating/development designation and product type:

Upcoming Maturities Summary (dollars in thousands)
As of October 31, 2009


			Less						Plus
			Unconsolidated		Full		Less		Unconsolidated		Pro-Rata
			Investments		Consolidation		Noncontrolling		Investments		Consolidation
Year Ending January 31, 2010	100%		at 100%		(GAAP)		Interest		at Pro Rata		(Non-GAAP)


Total Maturities (Nonrecourse Mortgage Debt)	$	653,403	$	321,040	$	332,363	$	15,029	$	157,804	$	475,138
Less: Scheduled Payments		29,084		6,804		22,280		2,616		3,442		23,106

Net Maturities		624,319		314,236		310,083		12,413		154,362		452,032


Add: Notes Payable		9,471		7,006		2,465		2,059		3,222		3,628

Total Maturities (including Notes Payable)		633,790		321,242		312,548		14,472		157,584		455,660


Closed Loans / To be Fully Amortized ⁽³⁾		204,723		120,178		84,545		-		61,380		145,925
Committed Deals / Automatic Extensions ⁽³⁾		19,131		7,375		11,756		-		3,687		15,443
Extension Available ^{(1) (3)}		350,406		165,422		184,984		12,412		82,711		255,283

Subtotal		574,260		292,975		281,285		12,412		147,778		416,651

Remaining to Finance	$	59,530	$	28,267	$	31,263	$	2,060	$	9,806	$	39,009


			Less						Plus
			Unconsolidated		Full		Less		Unconsolidated		Pro-Rata
			Investments		Consolidation		Noncontrolling		Investments		Consolidation
Year Ending January 31, 2011	100%		at 100%		(GAAP)		Interest		at Pro Rata		(Non-GAAP)


Total Maturities (Nonrecourse Mortgage Debt)	$	761,890	$	87,151	$	674,739	$	68,340	$	40,814	$	647,213
Less: Scheduled Payments		104,172		30,151		74,021		2,557		15,530		86,994
Add: Corporate Debt ⁽²⁾		37,016		-		37,016		-		-		37,016

Net Maturities		694,734		57,000		637,734		65,783		25,284		597,235


Add: Notes Payable		56,285		54,154		2,131		41		12,511		14,601

Total Maturities (including Notes Payable)		751,019		111,154		639,865		65,824		37,795		611,836

Closed Loans / To be Fully Amortized ⁽³⁾		332		332		-		-		160		160
Committed Deals / Automatic Extensions ⁽³⁾		123,418		-		123,418		480		-		122,938
Extension Available ^{(1) (3)}		237,235		30,692		206,543		52,857		13,543		167,229

Subtotal		360,985		31,024		329,961		53,337		13,703		290,327

Remaining to Finance	$	390,034	$	80,130	$	309,904	$	12,487	$	24,092	$	321,509


			Less						Plus
			Unconsolidated		Full		Less		Unconsolidated		Pro-Rata
			Investments		Consolidation		Noncontrolling		Investments		Consolidation
Year Ending January 31, 2012	100%		at 100%		(GAAP)		Interest		at Pro Rata		(Non-GAAP)


Total Maturities (Nonrecourse Mortgage Debt)	$	1,175,475	$	296,971	$	878,504	$	150,455	$	143,933	$	871,982
Less: Scheduled Payments		95,563		23,721		71,842		2,850		12,375		81,367
Add: Corporate Debt ⁽⁴⁾		105,067		-		105,067		-		-		105,067

Net Maturities		1,184,979		273,250		911,729		147,605		131,558		895,682


Add: Notes Payable		63,072		61,546		1,526		43		13,889		15,372

Total Maturities (including Notes Payable)		1,248,051		334,796		913,255		147,648		145,447		911,054

Closed Loans / To be Fully Amortized ⁽³⁾		233		233		-		-		116		116
Committed Deals / Automatic Extensions ⁽³⁾		50,297		50,297		-		-		25,148		25,148
Extension Available ^{(1) (3)}		428,490		29,977		398,513		88,222		14,988		325,279

Subtotal		479,020		80,507		398,513		88,222		40,252		350,543

Remaining to Finance	$	769,031	$	254,289	$	514,742	$	59,426	$	105,195	$	560,511

	(1)		Includes loans that have extension options available, all of which require some predefined condition in order to qualify for the extension, such as, meeting or exceeding leasing hurdles, loan to value ratios or debt service coverage requirements. We cannot give assurance that the defined hurdles or milestones will be achieved to qualify for these extensions.

	(2)		The credit facility amount of $37,016 outstanding as of October 31, 2009 has a maximum commitment of $750,000. The remaining availability of $712,984 is further reduced by $66,814 in outstanding letters of credit as of October 31, 2009. (We have reached an agreement with our bank group on the principal terms of a new, two-year, revolving credit facility with a maximum commitment of $500,000 that is expected to close by December 31, 2009.)

	(3)		Reflects activity through December 8, 2009.

	(4)		Outstanding principal amount of the puttable equity-linked senior notes due 2011.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities at 100%, by Operations and Development Projects (dollars in thousands)
As of October 31, 2009


Year Ending January 31,	2010		2011		2012		Total by Type		Percent		Max		Median

Operating	$	448,961	$	560,751	$	627,850	$	1,637,562		65%	$	131,984	$	15,620

Development/ Land		9,936		68,397		246,369		324,702		13%		156,891		5,032

Under Construction		165,422		65,586		310,760		541,768		22%		165,422		101,293


Total By Maturity	$	624,319	$	694,734	$	1,184,979	$	2,504,032		100%	$	165,422	$	12,403

Net Maturities at 100%, by Lender Type (dollars in thousands)
As of October 31, 2009


Year Ending January 31,	2010		2011		2012		Total		Percent		Max		Median

Conventional Lenders	$	505,082	$	315,134	$	670,794	$	1,491,010		59%	$	165,422	$	11,270

Life Insurance		4,179		105,177		305,027		414,383		17%		97,490		45,858

Fannie/Freddie		96,128		28,377		65,700		190,205		8%		80,000		10,895

State and Local Government		1,774		11,178		8,839		21,791		1%		10,903		1,190

Securitized		17,156		234,868		134,619		386,643		15%		105,067		42,195


Total By Maturity	$	624,319	$	694,734	$	1,184,979	$	2,504,032		100%	$	165,422	$	12,403

Net Maturities at 100%, by Product Type (dollars in thousands)
As of October 31, 2009


Year Ending January 31,	2010		2011		2012		Total		Percent		Max		Median

Apartments	$	96,128	$	28,377	$	289,067	$	413,572		17%	$	137,000	$	11,325

Retail		425,271		318,278		188,819		932,368		37%		165,422		15,078

Office		94,758		184,230		355,656		634,644		25%		160,403		17,550

Hotel		-		63,858		-		63,858		3%		45,858		71,042

Land		8,162		62,975		246,370		317,507		12%		156,891		5,138

Corporate		-		37,016		105,067		142,083		6%		105,067		71,042


Total By Maturity	$	624,319	$	694,734	$	1,184,979	$	2,504,032		100%	$	165,422	$	12,403

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities by Operations and Development Projects (dollars in thousands)
As of October 31, 2009


									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2012		Total


Operating	$	448,961	$	560,751	$	627,850	$	1,637,562	$	147,039	$	49,675	$	157,014	$	353,728	$	301,922	$	511,076	$	470,836	$	1,283,834
Count		15		22		22		59		8		6		9		23		7		16		13		36

Development/ Land ⁽¹⁾		9,936		68,397		246,369		324,702		1,775		7,325		102,879		111,979		8,161		61,072		143,490		212,723
Count		6		5		7		18		1		1		5		7		5		4		2		11

Under Construction ⁽²⁾		165,422		65,586		310,760		541,768		165,422		-		13,357		178,779		-		65,586		297,403		362,989
Count		1		1		4		6		1		-		1		2		-		1		3		4


Total By Maturity	$	624,319	$	694,734	$	1,184,979	$	2,504,032	$	314,236	$	57,000	$	273,250	$	644,486	$	310,083	$	637,734	$	911,729	$	1,859,546
Total Count		22		28		33		83		10		7		15		32		12		21		18		51

	(1)		$324,702 and $212,723 outstanding at 100% and Full Consolidation, respectively, have maximum commitments available of $366,591 at 100% and $227,928 at Full Consolidation.

	(2)		$541,768 and $362,989 outstanding at 100% and Full Consolidation, respectively, have maximum commitments available of $800,496 at 100% and $560,900 at Full Consolidation.

Net Maturities by Lender Type (dollars in thousands)
As of October 31, 2009


									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2012		Total


Conventional Lenders ⁽¹⁾	$	505,082	$	315,134	$	670,794	$	1,491,010	$	223,910	$	30,749	$	145,266	$	399,925	$	281,172	$	284,385	$	525,528	$	1,091,085
Count		16		17		16		49		6		4		8		18		10		13		8		31

Life Insurance ⁽²⁾		4,179		105,177		305,027		414,383		4,179		-		86,594		90,773		-		105,177		218,433		323,610
Count		1		2		6		9		1		-		2		3		-		2		4		6

Fannie/Freddie		96,128		28,377		65,700		190,205		84,373		25,975		41,157		151,505		11,755		2,402		24,543		38,700
Count		3		3		5		11		2		2		4		8		1		1		1		3

State and Local Government		1,774		11,178		8,839		21,791		1,774		276		233		2,283		-		10,902		8,606		19,508
Count		1		2		3		6		1		1		1		3		-		1		2		3

Securitized		17,156		234,868		134,619		386,643		-		-		-		-		17,156		234,868		134,619		386,643
Count		1		4		3		8		-		-		-		-		1		4		3		8


Total By Maturity	$	624,319	$	694,734	$	1,184,979	$	2,504,032	$	314,236	$	57,000	$	273,250	$	644,486	$	310,083	$	637,734	$	911,729	$	1,859,546
Total Count		22		28		33		83		10		7		15		32		12		21		18		51

	(1)		Of the $1,491,010 at 100% and $1,091,085 at Full Consolidation, $53,815 and $22,900 at 100% and Full Consolidation, respectively, can be securitized by the Lender at the Lender’s options without the Company’s knowledge. As of October 31, 2009, it is the Company’s belief that loans described are currently not securitized.

	(2)		Of the $414,383 at 100% and $323,610 at Full Consolidation, $124,100 and $46,137 at 100% and Full Consolidation, respectively, can be securitized by the Lender at the Lender’s options without the Company’s knowledge. As of October 31, 2009, it is the Company’s belief that loans described are currently not securitized.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities by Product Type (dollars in thousands)
As of October 31, 2009


									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2012		Total

Apartments	$	96,128	$	28,377	$	289,067	$	413,572	$	84,372	$	25,975	$	79,089	$	189,436	$	11,756	$	2,402	$	209,978	$	224,136
Count		3		3		12		18		2		2		7		11		1		1		5		7

Retail		425,271		318,278		188,819		932,368		188,105		6,092		-		194,197		237,166		312,186		188,819		738,171
Count		9		11		4		24		4		2		-		6		5		9		4		18

Office		94,758		184,230		355,656		634,644		41,759		17,608		91,283		150,650		52,999		166,622		264,373		483,994
Count		5		6		9		20		4		2		3		9		1		4		6		11

Hotel		-		63,858		-		63,858		-		-		-		-		-		63,858		-		63,858
Count		-		2		-		2		-		-		-		-		-		2		-		2

Land		8,162		62,975		246,370		317,507		-		7,325		102,878		110,203		8,162		55,650		143,492		207,304
Count		5		5		7		17		-		1		5		6		5		4		2		11

Corporate		-		37,016		105,067		142,083		-		-		-		-		-		37,016		105,067		142,083
Count		-		1		1		2		-		-		-		-		-		1		1		2


Total By Maturity	$	624,319	$	694,734	$	1,184,979	$	2,504,032	$	314,236	$	57,000	$	273,250	$	644,486	$	310,083	$	637,734	$	911,729	$	1,859,546
Total Count		22		28		33		83		10		7		15		32		12		21		18		51

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

As discussed earlier, we present certain financial amounts under the pro-rata consolidation method (a non-GAAP measure). This information is useful to our investors because we believe that it more accurately reflects the manner in which we operate our business. This is because, in line with industry practice, we have a large number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. The tables below present amounts for both full consolidation, a GAAP measure, and pro-rata consolidation, providing a reconciliation of the difference between the two methods. Under the pro-rata consolidation method, we present our partnership investments proportionate to our share of ownership for each line item of our consolidated financial statements. Under full consolidation, partnership assets and liabilities are reported as consolidated at 100% if deemed to be under our control or if we are deemed to be the primary beneficiary for our investments in a VIE. Partnership assets and liabilities are reported on the equity or cost method of accounting if we do not have control, or, in the case of investments in VIEs, we are not deemed the primary beneficiary.

Consolidated Balance Sheet Information – October 31, 2009 (Unaudited)

Plus

Full

Less

Unconsolidated

Pro-Rata

Consolidation

Noncontrolling

Investments at

Consolidation

(GAAP)

Interest

Pro-Rata

(Non-GAAP)

(in thousands)

Assets

Real Estate

Completed rental properties

Residential

1,652,884

41,242

820,346

2,431,988

Commercial

Retail Centers

3,332,398

108,578

423,165

3,646,985

Office and other buildings

3,345,160

129,330

208,584

3,424,414

Corporate and other equipment

9,736

9,737

Total Completed rental properties

8,340,178

279,150

1,452,096

9,513,124

Projects under development

Under construction

Residential

809,891

164,598

22,427

667,720

Commercial

Retail Centers

772,672

71,077

246,184

947,779

Office and other buildings

256,391

121,095

5,996

141,292

Subtotal Under construction

1,838,954

356,770

274,607

1,756,791

Under development

Residential ⁽¹⁾

115,379

6,118

121,497

Commercial

Retail Centers

34,289

101

10,866

45,054

Office and other buildings ⁽¹⁾

705,090

239,111

57,808

523,787

Subtotal Under development

854,758

239,212

74,792

690,338

Total Projects under development

2,693,712

595,982

349,399

2,447,129

Land held for development or sale

221,059

22,348

117,477

316,188

Total Real Estate

11,254,949

897,480

1,918,972

12,276,441

Less accumulated depreciation

(1,545,892

)

(56,216

)

(358,486

)

(1,848,162

)

Real Estate, net

9,709,057

841,264

1,560,486

10,428,279

Cash and equivalents

321,804

6,816

18,121

333,109

Restricted cash

363,098

47,575

92,389

407,912

Notes and accounts receivable, net

371,158

16,051

61,765

416,872

Investments in and advances to affiliates

239,936

(114,280

)

(55,816

)

298,400

Other assets

888,564

69,780

72,370

891,154

Total Assets

11,893,617

867,206

1,749,315

12,775,726

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Balance Sheet Information – October 31, 2009 (Unaudited)

Plus

Full

Less

Unconsolidated

Pro-Rata

Consolidation

Noncontrolling

Investments at

Consolidation

(GAAP)

Interest

Pro-Rata

(Non-GAAP)

(in thousands)

Liabilities and Equity

Liabilities

Mortgage debt, nonrecourse

Completed rental properties

Residential

1,033,072

33,742

616,600

1,615,930

Commercial

Retail Centers

2,519,861

117,963

435,128

2,837,026

Office and other buildings

2,479,891

99,694

148,092

2,528,289

Total Completed rental properties

6,032,824

251,399

1,199,820

6,981,245

Projects under development

Under construction

Residential

578,950

134,353

90,206

534,803

Commercial

Retail Centers

425,857

32,793

116,332

509,396

Office and other buildings

160,403

88,222

72,181

Subtotal Under construction

1,165,210

255,368

206,538

1,116,380

Under development

Residential ⁽¹⁾

Commercial

Retail Centers

Office and other buildings ⁽¹⁾

199,156

80,015

7,089

126,230

Subtotal Under development

199,156

80,015

7,089

126,230

Total Projects under development

1,364,366

335,383

213,627

1,242,610

Land held for development or sale

66,433

4,457

51,130

113,106

Total Mortgage debt, nonrecourse

7,463,623

591,239

1,464,577

8,336,961

Notes payable

181,374

13,154

98,426

266,646

Bank revolving credit facility

37,016

Senior and subordinated debt

1,075,555

Accounts payable and accrued expenses

1,199,171

90,093

187,145

1,296,223

Deferred income taxes

442,863

Total Liabilities

10,399,602

694,486

1,750,148

11,455,264

Equity

Shareholders’ Equity

Shareholders’ equity before accumulated other comprehensive loss

1,225,829

Accumulated other comprehensive loss

(91,388

)

(91,388

)

Total Shareholders’ Equity

1,134,441

Noncontrolling interest

359,574

172,720

(833

)

186,021

Total Equity

1,494,015

172,720

(833

)

1,320,462

Total Liabilities and Equity

11,893,617

867,206

1,749,315

12,775,726

(1)

The mixed-use Atlantic Yards project formerly included in “Residential” is currently presented in “Office and other buildings.”

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Balance Sheet Information – January 31, 2009 (Unaudited)

Full

Plus

Pro-Rata

Consolidation

Less

Unconsolidated

Consolidation

(GAAP)

Noncontrolling

Investments at

(Non-GAAP)

(As Adjusted)

Interest

Pro-Rata

(As Adjusted)

(in thousands)

Assets

Real Estate

Completed rental properties

Residential

1,701,737

37,677

781,758

2,445,818

Commercial

Retail Centers

3,242,908

84,003

418,820

3,577,725

Office and other buildings

3,256,301

116,427

190,506

3,330,380

Corporate and other equipment

11,198

11,199

Total Completed rental properties

8,212,144

238,107

1,391,085

9,365,122

Projects under development

Under construction

Residential

512,859

110,944

53,129

455,044

Commercial

Retail Centers

653,508

43,721

203,931

813,718

Office and other buildings

210,569

77,144

24,704

158,129

Subtotal Under construction

1,376,936

231,809

281,764

1,426,891

Under development

Residential ⁽¹⁾

144,989

8,133

153,122

Commercial

Retail Centers

37,712

101

10,825

48,436

Office and other buildings ⁽¹⁾

681,579

235,722

53,921

499,778

Subtotal Under development

864,280

235,823

72,879

701,336

Total Projects under development

2,241,216

467,632

354,643

2,128,227

Land held for development or sale

195,213

19,629

122,377

297,961

Total Real Estate

10,648,573

725,368

1,868,105

11,791,310

Less accumulated depreciation

(1,419,271

)

(47,555

)

(332,619

)

(1,704,335

)

Real Estate, net

9,229,302

677,813

1,535,486

10,086,975

Cash and equivalents

267,305

5,111

11,858

274,052

Restricted cash

291,224

31,529

115,863

375,558

Notes and accounts receivable, net

427,410

14,767

65,488

478,131

Investments in and advances to affiliates

228,995

(95,740

)

(60,221

)

264,514

Other assets

936,271

63,022

77,733

950,982

Total Assets

11,380,507

696,502

1,746,207

12,430,212

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Balance Sheet Information – January 31, 2009 (Unaudited)

Full

Plus

Pro-Rata

Consolidation

Less

Unconsolidated

Consolidation

(GAAP)

Noncontrolling

Investments at

(Non-GAAP)

(As Adjusted)

Interest

Pro-Rata

(As Adjusted)

(in thousands)

Liabilities and Equity

Liabilities

Mortgage debt, nonrecourse

Completed rental properties

Residential

1,078,486

30,524

618,829

1,666,791

Commercial

Retail Centers

2,532,986

83,953

437,451

2,886,484

Office and other buildings

2,474,846

100,560

116,964

2,491,250

Total Completed rental properties

6,086,318

215,037

1,173,244

7,044,525

Projects under development

Under construction

Residential

264,250

61,986

103,574

305,838

Commercial

Retail Centers

337,218

22,446

99,684

414,456

Office and other buildings

72,608

36,304

15,623

51,927

Subtotal Under construction

674,076

120,736

218,881

772,221

Under development

Residential ⁽¹⁾

Commercial

Retail Centers

Office and other buildings ⁽¹⁾

227,217

91,727

22,398

157,888

Subtotal Under development

227,217

91,727

22,398

157,888

Total Projects under development

901,293

212,463

241,279

930,109

Land held for development or sale

90,779

11,519

60,491

139,751

Total Mortgage debt, nonrecourse

7,078,390

439,019

1,475,014

8,114,385

Notes payable

181,919

12,794

90,013

259,138

Bank revolving credit facility

365,500

Senior and subordinated debt

846,064

Accounts payable and accrued expenses

1,277,199

93,663

181,961

1,365,497

Deferred income taxes

455,336

Total Liabilities

10,204,408

545,476

1,746,988

11,405,920

Equity

Shareholders’ Equity

Shareholders’ equity before accumulated other comprehensive loss

945,792

Accumulated other comprehensive loss

(107,521

)

(107,521

)

Total Shareholders’ Equity

838,271

Noncontrolling interest

337,828

151,026

(781

)

186,021

Total Equity

1,176,099

151,026

(781

)

1,024,292

Total Liabilities and Equity

11,380,507

696,502

1,746,207

12,430,212

(1)

The mixed-use Atlantic Yards project has been reclassified from “Residential” to “Office and other buildings” to conform to the current year’s presentation.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Three Months Ended October 31, 2009 (Unaudited)

Plus

Full

Less

Unconsolidated

Plus

Pro-Rata

Consolidation

Noncontrolling

Investments at

Discontinued

Consolidation

(GAAP)

Interest

Pro-Rata

Operations

(Non-GAAP)

(in thousands)

Revenues from real estate operations

306,100

12,447

74,528

1,688

369,869

Expenses

Operating expenses

171,684

6,276

51,910

217,353

Depreciation and amortization

66,393

1,687

12,146

195

77,047

Impairment of real estate

549

13,200

9,775

23,524

238,626

7,963

77,256

10,005

317,924

Interest expense

(87,863

)

(4,032

)

(17,121

)

(502

)

(101,454

)

Amortization of mortgage procurement costs

(3,562

)

(126

)

(606

)

(4,049

)

Gain on early extinguishment of debt

28,902

1,874

30,776

Interest and other income

5,522

200

1,661

6,983

Gain on disposition of rental properties

4,498

Earnings (loss) before income taxes

10,473

526

(12,422

)

(8,826

)

(11,301

)

Income tax expense (benefit)

Current

3,991

(3,019

)

972

Deferred

(6,886

)

(404

)

(7,290

)

(2,895

)

(3,423

)

(6,318

)

Equity in earnings (loss), including impairment of unconsolidated entities

(11,836

)

(13

)

12,422

599

Earnings (loss) from continuing operations

1,532

513

(5,403

)

(4,384

)

Discontinued operations, net of tax:

Operating loss from rental properties

(5,403

)

5,403

Net earnings (loss)

(3,871

)

513

(4,384

)

Net earnings attributable to noncontrolling interest

(513

)

(513

)

Net loss attributable to Forest City Enterprises, Inc.

(4,384

)

(4,384

)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Nine Months Ended October 31, 2009 (Unaudited)

Plus

Full

Less

Unconsolidated

Plus

Pro-Rata

Consolidation

Noncontrolling

Investments at

Discontinued

Consolidation

(GAAP)

Interest

Pro-Rata

Operations

(Non-GAAP)

(in thousands)

Revenues from real estate operations

932,889

38,008

262,820

5,476

1,163,177

Expenses

Operating expenses

532,000

17,578

187,980

430

702,832

Depreciation and amortization

199,659

3,412

43,562

1,347

241,156

Impairment of real estate

3,124

34,663

9,775

47,562

734,783

20,990

266,205

11,552

991,550

Interest expense

(258,434

)

(10,832

)

(49,895

)

(2,184

)

(299,681

)

Amortization of mortgage procurement costs

(10,645

)

(449

)

(1,889

)

(50

)

(12,135

)

Gain on early extinguishment of debt

37,965

1,698

39,663

Interest and other income

23,924

543

2,866

26,247

Gain on disposition of rental properties

4,498

4,548

9,046

Earnings (loss) before income taxes

(9,084

)

6,280

(46,107

)

(3,762

)

(65,233

)

Income tax expense (benefit)

Current

(9,537

)

848

(8,689

)

Deferred

(16,337

)

(2,307

)

(18,644

)

(25,874

)

(1,459

)

(27,333

)

Equity in earnings (loss), including impairment of unconsolidated entities

(45,140

)

(81

)

46,107

1,048

Earnings (loss) from continuing operations

(28,350

)

6,199

(2,303

)

(36,852

)

Discontinued operations, net of tax:

Operating loss from rental properties

(5,087

)

5,087

Gain on disposition of rental properties

2,784

(2,784

)

(2,303

)

2,303

Net earnings (loss)

(30,653

)

6,199

(36,852

)

Net earnings attributable to noncontrolling interest

(6,199

)

(6,199

)

Net loss attributable to Forest City Enterprises, Inc.

(36,852

)

(36,852

)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Three Months Ended October 31, 2008 (Unaudited)



	Full						Plus						Pro-Rata
	Consolidation			Less			Unconsolidated			Plus			Consolidation
	(GAAP)			Noncontrolling			Investments at			Discontinued			(Non-GAAP)
	(As Adjusted)			Interest			Pro-Rata			Operations			(As Adjusted)

							(in thousands)

Revenues from real estate operations	$	330,381		$	16,129		$	87,802		$	4,149		$	406,203

Expenses
Operating expenses		200,441			7,295			66,096			416			259,658
Depreciation and amortization		64,038			1,044			9,725			1,451			74,170

		264,479			8,339			75,821			1,867			333,828


Interest expense		(97,081	)		(3,617	)		(16,227	)		(1,883	)		(111,574	)
Amortization of mortgage procurement costs		(2,838	)		(114	)		(452	)		(106	)		(3,282	)
Gain (loss) on early extinguishment of debt		3,692			-			(29	)		-			3,663

Interest and other income		6,752			293			602			37			7,098
Gain on disposition of rental properties		-			-			200			-			200


Earnings (loss) before income taxes		(23,573	)		4,352			(3,925	)		330			(31,520	)


Income tax expense (benefit)
Current		(4,499	)		-			-			110			(4,389	)
Deferred		(7,417	)		-			-			18			(7,399	)

		(11,916	)		-			-			128			(11,788	)


Equity in earnings (loss) of unconsolidated entities		(3,198	)		110			3,925			-			617


Earnings (loss) from continuing operations		(14,855	)		4,462			-			202			(19,115	)

Discontinued operations, net of tax:
Operating earnings from rental properties		202			-			-			(202	)		-


Net earnings (loss)		(14,653	)		4,462			-			-			(19,115	)
Net earnings attributable to noncontrolling interest		(4,462	)		(4,462	)		-			-			-


Net loss attributable to Forest City Enterprises, Inc.	$	(19,115	)	$	-		$	-		$	-		$	(19,115	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Nine Months Ended October 31, 2008 (Unaudited)



	Full						Plus						Pro-Rata
	Consolidation			Less			Unconsolidated			Plus			Consolidation
	(GAAP)			Noncontrolling			Investments at			Discontinued			(Non-GAAP)
	(As Adjusted)			Interest			Pro-Rata			Operations			(As Adjusted)

							(in thousands)

Revenues from real estate operations	$	960,007		$	47,695		$	287,144		$	13,114		$	1,212,570

Expenses
Operating expenses		593,306			24,338			211,607			1,604			782,179
Depreciation and amortization		198,610			3,575			39,932			3,911			238,878
Impairment of real estate		-			-			6,026			-			6,026

		791,916			27,913			257,565			5,515			1,027,083


Interest expense		(259,450	)		(10,359	)		(52,407	)		(5,721	)		(307,219	)
Amortization of mortgage procurement costs		(8,723	)		(383	)		(1,499	)		(339	)		(10,178	)
Loss on early extinguishment of debt		(1,539	)		(119	)		(51	)		-			(1,471	)

Interest and other income		27,976			1,420			3,685			136			30,377
Gain on disposition of rental properties and other investments		150			-			873			8,627			9,650


Earnings (loss) before income taxes		(73,495	)		10,341			(19,820	)		10,302			(93,354	)


Income tax expense (benefit)
Current		(15,044	)		-			-			(636	)		(15,680	)
Deferred		(13,338	)		-			-			4,617			(8,721	)

		(28,382	)		-			-			3,981			(24,401	)


Equity in earnings (loss), including impairment of unconsolidated entities		(18,787	)		(17	)		19,820			-			1,050


Earnings (loss) from continuing operations		(63,900	)		10,324			-			6,321			(67,903	)

Discontinued operations, net of tax:
Operating earnings from rental properties		1,027			-			-			(1,027	)		-
Gain on disposition of rental properties		5,294			-			-			(5,294	)		-

		6,321			-			-			(6,321	)		-


Net earnings (loss)		(57,579	)		10,324			-			-			(67,903	)
Net earnings attributable to noncontrolling interest		(10,324	)		(10,324	)		-			-			-


Net loss attributable to Forest City Enterprises, Inc.	$	(67,903	)	$	-		$	-		$	-		$	(67,903	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

The following schedules present information on investments in and advances to affiliates.

Investments in and Advances to Affiliates

Included in Investments in and Advances to Affiliates in the Consolidated Balance Sheet Information tables are unconsolidated investments in entities that we do not control and/or are not the primary beneficiary, and that are accounted for under the equity method of accounting, as well as advances to partners and other affiliates.

Following is a reconciliation of members’ and partners’ equity to our carrying value in the accompanying Consolidated Balance Sheet Information:


	October 31, 2009		January 31, 2009 (As Adjusted)

	(in thousands)

Members’ and partners’ equity, as below	$	527,035	$	595,163
Equity of other members and partners		471,219		534,942


Company’s investment in partnerships	$	55,816	$	60,221
Advances to and on behalf of other affiliates		184,120		168,774

Total Investments in and Advances to Affiliates	$	239,936	$	228,995

Summarized financial information for the equity method investments is as follows:


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)

	October 31, 2009			January 31, 2009			October 31, 2009			January 31, 2009

				(in thousands)

Balance Sheet:
Real Estate
Completed rental properties	$	4,334,121		$	3,967,896		$	1,452,096		$	1,391,085
Projects under development		890,582			931,411			349,399			354,643
Land held for development or sale		269,716			278,438			117,477			122,377

Total Real Estate		5,494,419			5,177,745			1,918,972			1,868,105

Less accumulated depreciation		(763,985	)		(680,013	)		(358,486	)		(332,619	)


Real Estate, net		4,730,434			4,497,732			1,560,486			1,535,486

Restricted cash - Military housing bond funds		550,440			795,616			25,165			43,085
Other restricted cash		211,583			207,507			67,224			72,778
Other assets		458,971			482,431			152,256			155,079

Total Assets	$	5,951,428		$	5,983,286		$	1,805,131		$	1,806,428


Mortgage debt, nonrecourse	$	4,557,677		$	4,571,375		$	1,464,577		$	1,475,014
Other liabilities		866,716			816,748			285,571			271,974

Total Liabilities		5,424,393			5,388,123			1,750,148			1,746,988

Members’ and partners’ equity		527,035			595,163			55,816			60,221
Noncontrolling interest		-			-			(833	)		(781	)

Total Equity		527,035			595,163			54,983			59,440


Total Liabilities and Members’/Partners’ Equity	$	5,951,428		$	5,983,286		$	1,805,131		$	1,806,428

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Investments in and Advances to Affiliates (continued)


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)

Three Months Ended October 31,	2009			2008			2009			2008

	(in thousands)

Operations:
Revenues	$	197,158		$	222,403		$	74,528		$	87,802
Equity in earnings of unconsolidated entities on a pro-rata basis		-			-			599			617
Operating expenses		(123,318	)		(157,284	)		(51,910	)		(66,096	)
Interest expense including early extinguishment of debt		(56,789	)		(56,941	)		(15,247	)		(16,256	)
Impairment of unconsolidated entities ⁽¹⁾		(13,200	)		-			(13,200	)		-
Depreciation and amortization		(35,239	)		(28,352	)		(12,752	)		(10,177	)
Interest and other income		1,182			13,644			1,661			602
Noncontrolling interest		-			-			(13	)		110

Loss from continuing operations		(30,206	)		(6,530	)		(16,334	)		(3,398	)


Discontinued operations:
Operating earnings (loss) from rental properties		(78	)		117			-			-
Gain on disposition of unconsolidated entities ⁽²⁾		8,997			400			4,498			200

Discontinued operations subtotal		8,919			517			4,498			200


Net loss (pre-tax)	$	(21,287	)	$	(6,013	)	$	(11,836	)	$	(3,198	)


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)

Nine Months Ended October 31,	2009			2008			2009			2008

	(in thousands)

Operations:
Revenues	$	682,898		$	714,669		$	262,820		$	287,144
Equity in earnings of unconsolidated entities on a pro-rata basis		-			-			1,048			1,050
Operating expenses		(454,249	)		(525,674	)		(187,980	)		(211,607	)
Interest expense including early extinguishment of debt		(170,749	)		(171,777	)		(48,197	)		(52,458	)
Impairment of unconsolidated entities ⁽¹⁾		(36,403	)		(45,713	)		(34,663	)		(6,026	)
Depreciation and amortization		(127,963	)		(106,307	)		(45,451	)		(41,431	)
Interest and other income		9,954			45,652			2,866			3,685
Preferred return on disposition		-			(208	)		-			(208	)
Noncontrolling interest		-			-			(81	)		(17	)

Loss from continuing operations		(96,512	)		(89,358	)		(49,638	)		(19,868	)


Discontinued operations:
Operating earnings from rental properties		159			416			-			-
Gain on disposition of unconsolidated entities ⁽²⁾		8,997			3,470			4,498			1,081

Discontinued operations subtotal		9,156			3,886			4,498			1,081


Net loss (pre-tax)	$	(87,356	)	$	(85,472	)	$	(45,140	)	$	(18,787	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Investments in and Advances to Affiliates (continued)


(1)		The following tables show the detail of impairment of unconsolidated entities:


		Combined (100%)				Pro-Rata Share				Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)				(GAAP)				(Non-GAAP)

		Three Months Ended October 31,								Nine Months Ended October 31,

		2009		2008		2009		2008		2009		2008		2009		2008

		(in thousands)										(in thousands)

Apartment Communities:
Millender Center	(Detroit, Michigan)	$	3,247	$	-	$	3,247	$	-	$	10,317	$	-	$	10,317	$	-
Uptown Apartments	(Oakland, California)		-		-		-		-		6,781		-		6,781		-
Metropolitan Lofts	(Los Angeles, California)		1,466		-		1,466		-		2,505		-		2,505		-
Residences at University Park	(Cambridge, Massachusetts)		-		-						855		-		855		-
Fenimore Court	(Detroit, Michigan)		-		-		-		-		693		-		693		-
Mercury (Condominiums)	(Los Angeles, California)		-		-		-		-		-		12,006		-		4,098
Classic Residence by Hyatt (Supported-Living Apartments)	(Yonkers, New York)		-		-		-		-		4,892		-		3,152		-
Navy Midwest (Land owned by Military Housing Project)	(Chicago, Illinois)		-		-		-		-		-		30,000		-		300
Specialty Retail Centers:
Southgate Mall	(Yuma, Arizona)		-		-		-		-		1,611		-		1,611		-
El Centro Mall	(El Centro, California)		-		-		-		-		-		3,342		-		1,263
Pittsburgh Peripheral (Land Project)	(Pittsburgh, Pennsylvania)		7,217		-		7,217		-		7,217		-		7,217		-
Shamrock Business Center (Land Project)	(Painesville, Ohio)		1,150		-		1,150		-		1,150		-		1,150		-
Other			120		-		120		-		382		365		382		365


Total impairment of unconsolidated entities		$	13,200	$	-	$	13,200	$	-	$	36,403	$	45,713	$	34,663	$	6,026


(2)		Upon disposition, investments accounted for on the equity method are not classified as discontinued operations, therefore, gains or losses on the sale of equity method properties are reported in continuing operations when sold. The following table shows the detail of gain on disposition of unconsolidated entities:


		Combined (100%)				Pro-Rata Share				Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)				(GAAP)				(Non-GAAP)

		Three Months Ended October 31,								Nine Months Ended October 31,
		2009		2008		2009		2008		2009		2008		2009		2008

		(in thousands)								(in thousands)

Boulevard Towers (Apartment Community) ^(a)	(Amherst, New York)	$	8,997	$	-	$	4,498	$	-	$	8,997	$	-	$	4,498	$	-
Emery Richmond (Office Building)	(Warrensville Heights, Ohio)		-		400		-		200		-		400		-		200
One International Place (Office Building)	(Cleveland, Ohio)		-		-		-		-		-		3,070		-		881


Total gain on disposition of unconsolidated entities		$	8,997	$	400	$	4,498	$	200	$	8,997	$	3,470	$	4,498	$	1,081


(a)		The Company disposed of its 50% ownership interest in Boulevard Towers in a nonmonetary exchange for 100% ownership interest in North Church Towers, an apartment complex in Parma Heights, Ohio.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Forest City Rental Properties Corporation (“Rental Properties”) is a wholly-owned subsidiary of Forest City Enterprises, Inc. engaged in the ownership, development, management and acquisition of real estate projects, including regional malls, specialty/urban retail centers, office and life science buildings, hotels, mixed-use projects, as well as large land development projects, residential rental properties, development of for-sale condominium projects and also owns interests in entities that develop and manage military family housing.

The following is a summary of the real estate activity of Rental Properties as presented on pro-rata consolidation including a reconciliation from full consolidation to pro-rata consolidation.


	Pro-Rata Consolidation (Non-GAAP)

	Nine Months Ended
	October 31,			For the Years Ended January 31,
	2009			2009			2008			2007

	(in thousands)
Rental Properties – Real Estate Activity
Real estate
Completed rental properties	$	9,503,388		$	9,353,924		$	8,457,590		$	7,510,737
Projects under development		2,447,129			2,128,065			1,827,219			1,570,112
Land held for development or sale		123,703			116,675			90,151			79,909

Total real estate - Rental Properties		12,074,220			11,598,664			10,374,960			9,160,758
Less accumulated depreciation		(1,842,917	)		(1,698,362	)		(1,468,313	)		(1,295,623	)

Real estate, net - Rental Properties	$	10,231,303		$	9,900,302		$	8,906,647		$	7,865,135

Plus real estate, net - Land Group and Corporate		196,976			186,673			182,031			170,811

Real estate, net - Forest City Enterprises	$	10,428,279		$	10,086,975		$	9,088,678		$	8,035,946


Real estate activity during the year
Completed rental properties
Capital expenditures	$	40,381		$	99,130		$	108,166		$	87,237
Transferred from projects under development		270,336			729,370			707,827			547,667
Acquisitions		-			98,160			335,750			314,779
Exchange of cash and Class A Common Units for partner’s interest		-			-			-			228,958
Other ⁽⁵⁾		(67,378	)		116,679			8,502			310,275

Total additions		243,339			1,043,339			1,160,245			1,488,916
Dispositions		(93,875	) ⁽¹⁾		(147,005	) ⁽²⁾		(213,392	) ⁽³⁾		(297,368	) ⁽⁴⁾

Completed rental properties, net additions		149,464			896,334			946,853			1,191,548

Projects under development
New development		627,793			1,023,035			1,119,554			813,834
Transferred to completed rental properties		(270,336	)		(729,370	)		(707,827	)		(547,667	)
Cost of land sales		(38,393	)		(34,391	)		(161,492	)		(38,135	)
Other ⁽⁶⁾		-			41,572			6,872			145,417

Projects under development, net additions		319,064			300,846			257,107			373,449

Land held for development or sale, net additions		7,028			26,524			10,242			29,634

Increase in real estate, at cost	$	475,556		$	1,223,704		$	1,214,202		$	1,594,631

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Plus

Less

Unconsolidated

Plus

Pro-Rata

Full

Noncontrolling

Investments

Discontinued

Consolidation

Nine Months Ended October 31, 2009

Consolidation

Interest

at Pro-Rata

Operations

(Non-GAAP)

(in thousands)

2009

Real estate

Completed rental properties

8,330,443

279,150

1,452,095

9,503,388

Projects under development

2,693,712

595,982

349,399

2,447,129

Land held for development or sale

71,259

5,826

58,270

123,703

Total real estate - Rental Properties

11,095,414

880,958

1,859,764

12,074,220

Less accumulated depreciation

(1,540,648

)

(56,216

)

(358,485

)

(1,842,917

)

Real estate, net - Rental Properties

9,554,766

824,742

1,501,279

10,231,303

Plus real estate, net - Land Group and Corporate

154,291

16,522

59,207

196,976

Real estate, net - Forest City Enterprises

9,709,057

841,264

1,560,486

10,428,279

Real estate activity during the year

Completed rental properties

Capital expenditures

30,134

1,688

11,935

40,381

Transferred from projects under development

219,932

9,424

59,828

270,336

Acquisitions

Other ⁽⁵⁾

(26,695

)

29,931

(10,752

)

(67,378

)

Total additions

223,371

41,043

61,011

243,339

Dispositions

(93,875

)

(93,875)

⁽¹⁾

Completed rental properties, net additions

129,496

41,043

61,011

149,464

Projects under development

New development

694,908

137,774

70,659

627,793

Transferred to completed rental properties

(219,932

)

(9,424

)

(59,828

)

(270,336

)

Cost of land sales

(22,318

)

(16,075

)

(38,393

)

Projects under development, net additions

452,658

128,350

(5,244

)

319,064

Land held for development or sale, net additions

2,715

4,367

7,028

Increase (decrease) in real estate, at cost

584,869

169,447

60,134

475,556

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information



							Plus
				Less			Unconsolidated			Plus			Pro-Rata
	Full			Noncontrolling			Investments			Discontinued			Consolidation
Years Ended January 31,	Consolidation			Interest			at Pro-Rata			Operations			(Non-GAAP)

	(in thousands)
2009
Real estate - end of year
Completed rental properties	$	8,200,947		$	238,107		$	1,391,084		$	-		$	9,353,924
Projects under development		2,241,054			467,632			354,643			-			2,128,065
Land held for development or sale		68,544			5,772			53,903			-			116,675

Total real estate - Rental Properties		10,510,545			711,511			1,799,630			-			11,598,664
Less accumulated depreciation		(1,413,299	)		(47,555	)		(332,618	)		-			(1,698,362	)

Real estate, net - Rental Properties	$	9,097,246		$	663,956		$	1,467,012		$	-		$	9,900,302

Plus real estate, net - Land Group and Corporate		132,056			13,857			68,474			-			186,673

Real estate, net - Forest City Enterprises	$	9,229,302		$	677,813		$	1,535,486		$	-		$	10,086,975

Real estate activity during the year
Completed rental properties
Capital expenditures	$	90,348		$	2,415		$	11,197		$	-		$	99,130
Transferred from projects under development		591,992			10,886			148,264			-			729,370
Acquisitions		80,972			2,641			19,829			-			98,160
Other ⁽⁵⁾		13,031			(94,407	)		9,241			-			116,679

Total additions		776,343			(78,465	)		188,531			-			1,043,339
Dispositions		(128,010	)		(17,820	)		(5,487	)		(31,328	)		(147,005	) ⁽²⁾

Completed rental properties, net additions		648,333			(96,285	)		183,044			(31,328	)		896,334

Projects under development
New development		922,248			134,386			235,173			-			1,023,035
Transferred to completed rental properties		(591,992	)		(10,886	)		(148,264	)		-			(729,370	)
Cost of land sales		(12,264	)		(141	)		(22,268	)		-			(34,391	)
Other ⁽⁶⁾		416,695			158,467			(216,656	)		-			41,572

Projects under development, net additions		734,687			281,826			(152,015	)		-			300,846

Land held for development or sale, net additions		15,930			851			11,445			-			26,524

Increase (decrease) in real estate, at cost	$	1,398,950		$	186,392		$	42,474		$	(31,328	)	$	1,223,704



2008
Real estate - end of year
Completed rental properties	$	7,552,614		$	334,392		$	1,208,040		$	31,328		$	8,457,590
Projects under development		1,506,367			185,806			506,658			-			1,827,219
Land held for development or sale		52,614			4,921			42,458			-			90,151

Total real estate - Rental Properties		9,111,595			525,119			1,757,156			31,328			10,374,960
Less accumulated depreciation		(1,239,163	)		(73,924	)		(301,604	)		(1,470	)		(1,468,313	)

Real estate, net - Rental Properties	$	7,872,432		$	451,195		$	1,455,552		$	29,858		$	8,906,647

Plus real estate, net - Land Group and Corporate		108,891			2,737			75,877			-			182,031

Real estate, net - Forest City Enterprises	$	7,981,323		$	453,932		$	1,531,429		$	29,858		$	9,088,678

Real estate activity during the year
Completed rental properties
Capital expenditures	$	91,677		$	3,588		$	20,077		$	-		$	108,166
Transferred from projects under development		681,021			11,656			38,462			-			707,827
Acquisitions		334,655			-			1,095			-			335,750
Other ⁽⁵⁾		17,652			(27,175	)		(36,325	)		-			8,502

Total additions		1,125,005			(11,931	)		23,309			-			1,160,245
Operating property held for sale		(31,328	)		-			-			31,328			-
Dispositions		(190,534	)		-			(22,858	)		-			(213,392	) ⁽³⁾

Completed rental properties, net additions		903,143			(11,931	)		451			31,328			946,853

Projects under development
New development		908,349			71,499			282,704			-			1,119,554
Transferred to completed rental properties		(681,021	)		(11,656	)		(38,462	)		-			(707,827	)
Cost of land sales		(125,940	)		(697	)		(36,249	)		-			(161,492	)
Other ⁽⁶⁾		6,872			-			-			-			6,872

Projects under development, net additions		108,260			59,146			207,993			-			257,107

Land held for development or sale, net additions		(5,794	)		(596	)		15,440			-			10,242

Increase (decrease) in real estate, at cost	$	1,005,609		$	46,619		$	223,884		$	31,328		$	1,214,202

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information



							Plus
				Less			Unconsolidated			Plus		Pro-Rata
	Full			Noncontrolling			Investments			Discontinued		Consolidation
Year Ended January 31,	Consolidation			Interest			at Pro-Rata			Operations		(Non-GAAP)

	(in thousands)
2007
Real estate - end of year
Completed rental properties	$	6,649,471		$	346,323		$	1,207,589		$	-	$	7,510,737
Projects under development		1,398,107			126,660			298,665			-		1,570,112
Land held for development or sale		58,408			5,517			27,018			-		79,909

Total real estate - Rental Properties		8,105,986			478,500			1,533,272			-		9,160,758
Less accumulated depreciation		(1,080,432	)		(70,863	)		(286,054	)		-		(1,295,623	)

Real estate, net - Rental Properties	$	7,025,554		$	407,637		$	1,247,218		$	-	$	7,865,135

Plus real estate, net - Land Group and Corporate		119,764			515			51,562			-		170,811

Real estate, net - Forest City Enterprises	$	7,145,318		$	408,152		$	1,298,780		$	-	$	8,035,946

Real estate activity during the year
Completed rental properties
Capital expenditures	$	78,663		$	17,488		$	26,062		$	-	$	87,237
Transferred from projects under development		359,649			6,835			194,853			-		547,667
Acquisitions		218,763			17,785			113,801			-		314,779
Exchange of cash and Class A Common Units for partner’s interest		228,958			-			-			-		228,958
Other ⁽⁵⁾		32,884			(330,388	)		(52,997	)		-		310,275

Total additions		918,917			(288,280	)		281,719			-		1,488,916
Dispositions		(423,281	)		(131,224	)		(5,311	)		-		(297,368	) ⁽⁴⁾

Completed rental properties, net additions		495,636			(419,504	)		276,408			-		1,191,548

Projects under development
New development		686,039			49,927			177,722			-		813,834
Transferred to completed rental properties		(359,649	)		(6,835	)		(194,853	)		-		(547,667	)
Cost of land sales		(29,085	)		(673	)		(9,723	)		-		(38,135	)
Other ⁽⁶⁾		214,546			-			(69,129	)		-		145,417

Projects under development, net additions		511,851			42,419			(95,983	)		-		373,449

Land held for development or sale, net additions		20,317			2,097			11,414			-		29,634

Increase (decrease) in real estate, at cost	$	1,027,804		$	(374,988	)	$	191,839		$	-	$	1,594,631

	(1)		Reflects the dispositions of Grand Avenue (a 100,000 square foot specialty retail center in Queens, New York), Sterling Glen of Glen Cove (an 80-unit supported-living apartment community in Glen Cove, New York), and Sterling Glen of Great Neck (a 142-unit supported-living apartment community in Great Neck, New York).

	(2)		Primarily reflects the dispositions of: Sterling Glen of Lynbrook (a 130-unit supported-living apartment community in Lynbrook, New York), Sterling Glen of Rye Brook (a 168-unit supported-living apartment community in Rye Brook, New York), One International Place (an 88,000 square foot office building in Cleveland, Ohio) and Emery Richmond (a 5,000 square foot office building in Warrensville Heights, Ohio).

	(3)		Primarily reflects the dispositions of: Landings of Brentwood (a 724-unit apartment community in Nashville, Tennessee), Sterling Glen of Bayshore (an 85-unit supported-living apartment community in Bayshore, New York), Sterling Glen of Center City (a 135-unit supported-living apartment community in Philadelphia, Pennsylvania), Sterling Glen of Darien (an 80-unit supported-living apartment community in Darien, Connecticut), Sterling Glen of Forest Hills (an 83-unit supported-living apartment community in Forest Hills, New York), Sterling Glen of Plainview (a 79-unit supported-living apartment community in Plainview, New York), Sterling Glen of Stamford (a 166-unit supported-living apartment community in Stamford, Connecticut), University Park at MIT Hotel (210 rooms in Cambridge, Massachusetts).

	(4)		Primarily reflects the dispositions of: Providence at Palm Harbor (a 236-unit apartment community in Tampa, Florida), Mount Vernon Square (a 1,387-unit apartment community in Alexandria, Virginia), Midtown Plaza (a 240,000 square foot specialty retail center in Parma, Ohio), G Street (a 13,000 square foot retail center in Philadelphia, Pennsylvania), Battery Park City (a 166,000 square foot specialty retail center in Manhattan, New York), Embassy Suites Hotel and Hilton Times Square (463 and 444 rooms respectively in Manhattan, New York).

	(5)		Relates to non-cash changes in completed rental properties with increases primarily due to assuming a larger portion of the existing mortgage debt upon acquisition of a partners’ interest and decreases primarily due to impairment of real estate assets.

	(6)		Change to full consolidation method of accounting from equity method due to the occurrence of a triggering event as described in accounting guidance related to consolidation of variable interest entities, for Waterfront Station, Village at Gulfstream Park, Shops at Wiregrass and a mixed-use development project located in Las Vegas, Nevada in the Commercial Group for the year ended January 31, 2009 and primarily New York Times for the year ended January 31, 2007. This also includes the retrospective application of accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement).

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Results of Operations

Net Loss Attributable to Forest City Enterprises, Inc. – Net loss attributable to Forest City Enterprises, Inc. for the three months ended October 31, 2009 was $4,384,000 versus $19,115,000 for the three months ended October 31, 2008. Although we have substantial recurring revenue sources from our properties, we also enter into significant one-time transactions, which could create substantial variances in net earnings (loss) between periods. This variance is primarily attributable to the following increases, which are net of tax and noncontrolling interests:

	•		$16,599,000 ($27,113,000, pre-tax, which includes $1,903,000 for unconsolidated entities) related to the 2009 early extinguishment of nonrecourse mortgage debt at an underperforming retail project and the gain on early extinguishment of debt on the exchange of a portion of our puttable equity-linked senior notes due October 15, 2011 for a new issue of puttable equity-linked senior notes due October 15, 2014;

	•		$7,630,000 ($12,434,000, pre-tax) related to the reduction in fair value of the Denver Urban Renewal Authority (“DURA”) purchase obligation and fee, that resulted from the Lehman Brothers, Inc. bankruptcy in 2008;

	•		$5,352,000 ($8,742,000, pre-tax) of decreased write-offs of abandoned development projects in 2009 compared to 2008;

	•		$2,753,000 ($4,498,000, pre-tax) related to the 2009 gain on disposition of our unconsolidated investment in Boulevard Towers, an apartment community in Amherst, New York;

	•		$1,128,000 ($1,843,000, pre-tax, which includes $1,449,000 for unconsolidated entities) related to an increase in income recognized on the sale of state and federal Historic Preservation Tax Credits and New Market Tax Credits; and

	•		$1,041,000 ($1,700,000, pre-tax) related to the change in fair market value of derivatives between the comparable periods, which was marked to market through interest expense as a result of the derivatives not qualifying for hedge accounting.

These increases were partially offset by the following decreases, net of tax and noncontrolling interests:

	•		$14,400,000 ($23,524,000, pre-tax) related to the 2009 increase in impairment charges of consolidated (including discontinued properties) and unconsolidated entities;

	•		$2,877,000 ($4,709,000, pre-tax) primarily related to military housing fee income from the management and development of units in Hawaii, Illinois, Washington and Colorado;

	•		$2,448,000 ($3,998,000, pre-tax) related to the 2009 participation payment on the refinancing of 45/75 Sidney Street, office buildings in Cambridge, Massachusetts; and

	•		$2,441,000 ($3,978,000, pre-tax) related to the 2008 lease termination fee income at an office building in Cleveland, Ohio.

Net loss attributable to Forest City Enterprises, Inc. for the nine months ended October 31, 2009 was $36,852,000 versus $67,903,000 for the nine months ended October 31, 2008. This variance is primarily attributable to the following increases, which are net of tax and noncontrolling interests:

	•		$25,182,000 ($41,134,000, pre-tax, which includes $1,749,000 for unconsolidated entities) related to the 2009 early extinguishment of nonrecourse mortgage debt at an underperforming retail project and Gladden Farms, a land development project located in Marana, Arizona and the gain on early extinguishment of debt on the exchange of a portion of our puttable equity-linked senior notes due October 15, 2011 for a new issue of puttable equity-linked senior notes due October 15, 2014;

	•		$10,902,000 ($17,808,000, pre-tax) of decreased write-offs of abandoned development projects in 2009 compared to 2008;

	•		$7,630,000 ($12,434,000, pre-tax) related to the reduction in fair value of the DURA purchase obligation and fee, that resulted from the Lehman Brothers, Inc. bankruptcy in 2008;

	•		$2,784,000 ($4,548,000, pre-tax) related to the 2009 gain on disposition of Grand Avenue, a specialty retail center in Queens, New York;

	•		$2,753,000 ($4,498,000, pre-tax) related to the 2009 gain on disposition of our unconsolidated investment in Boulevard Towers;

	•		$2,596,000 ($4,241,000, pre-tax, which includes $1,449,000 for unconsolidated entities) related to an increase in income recognized on the sale of state and federal Historic Preservation Tax Credits and New Market Tax Credits;

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

	•		$2,203,000 ($3,599,000, pre-tax) related to a gain recognized in 2009 for insurance proceeds received related to fire damage of an apartment building in excess of the net book value of the damaged asset;

	•		$1,860,000 ($3,031,000, pre-tax) related to the 2008 participation payments on the refinancing of 350 Massachusetts Avenue, an unconsolidated office building and Jackson Building, a consolidated office building, both located in Cambridge, Massachusetts;

	•		$1,622,000 ($2,649,000, pre-tax) related to the change in fair market value of derivatives between the comparable periods, which was marked to market through interest expense as a result of the derivatives not qualifying for hedge accounting;

	•		$1,467,000 ($2,396,000, pre-tax) related to the 2009 net gain on an industrial land sale at Mesa del Sol in Albuquerque, New Mexico; and

	•		$1,295,000 ($2,039,000, pre-tax) related to a decrease in allocated losses from our equity investment in the New Jersey Nets basketball team.

These increases were partially offset by the following decreases, net of tax and noncontrolling interests:

	•		$25,418,000 ($41,536,000, pre-tax) related to the 2009 increase in impairment charges of consolidated (including discontinued properties) and unconsolidated entities;

	•		$5,245,000 ($8,117,000, pre-tax) primarily related to military housing fee income from the management and development of units in Hawaii, Illinois, Washington and Colorado;

	•		$5,294,000 ($8,627,000, pre-tax) related to the 2008 gain on disposition of Sterling Glen of Lynbrook, a supported-living apartment community in Lynbrook, New York;

	•		$2,448,000 ($3,998,000, pre-tax) related to the 2009 participation payment on the refinancing of 45/75 Sidney Street;

	•		$2,441,000 ($3,978,000, pre-tax) related to the 2008 lease termination fee income at an office building in Cleveland, Ohio; and

	•		$2,056,000 ($3,350,000, pre-tax) related to the 2008 gain on the sale of an ownership interest in a parking management company.

Net Operating Income (NOI) from Real Estate Groups – NOI, a non-GAAP measure, is defined as revenues (excluding straight-line rent adjustments) less operating expenses (including depreciation and amortization and amortization of mortgage procurement costs for non-real estate groups) plus interest income plus equity in earnings (loss) of unconsolidated entities (excluding gain on disposition and impairment of unconsolidated entities) plus depreciation and amortization of unconsolidated entities. We believe NOI provides us, as well as our investors, additional information about our core business operations and, along with earnings, is necessary to understand our business and operating results.

Full Consolidation – Under the full consolidation method (GAAP), NOI from the combination of the Commercial Group and the Residential Group (“Rental Properties”) for the three months ended October 31, 2009 was $162,276,000 compared to $164,159,000 for the three months ended October 31, 2008, a 1.1% decrease. NOI for the nine months ended October 31, 2009 was $484,436,000 compared to $465,102,000 for the nine months ended October 31, 2008, a 4.2% increase. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on pages 8-9. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 45-56.

Pro-Rata Consolidation – Management also analyzes property NOI using the pro-rata consolidation method because it provides operating data at our ownership share, and we publicly disclose and discuss our performance using this method of consolidation to complement our GAAP disclosures. Under the pro-rata consolidation method, NOI from Rental Properties for the three months ended October 31, 2009 was $172,213,000 compared to $171,558,000 for the three months ended October 31, 2008, a 0.4% increase. NOI for the nine months ended October 31, 2009 was $513,106,000 compared to $498,003,000 for the nine months ended October 31, 2008, a 3.0% increase.

Comparable NOI increased 0.8% for the three months ended October 31, 2009 compared to the prior year. Retail comparable NOI decreased 1.7% while office and hotel comparable NOI increased 5.6% and 6.2%, respectively, from the prior year and our residential portfolio decreased 3.9%. Comparable NOI increased 0.1% for the nine months ended October 31, 2009 compared to the prior year. Retail and hotel comparable NOI decreased 2.0% and 11.9%, respectively, while office comparable NOI increased 6.2% from the prior year and our residential portfolio decreased 3.3%.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

EBDT - We use an additional measure, along with net earnings, to report our operating results. This non-GAAP measure, referred to as EBDT, is not a measure of operating results or cash flows from operations as defined by GAAP and may not be directly comparable to similarly-titled measures reported by other companies.

We believe that EBDT provides additional information about our core operations and, along with net earnings, is necessary to understand our operating results. EBDT is used by the chief operating decision maker and management in assessing operating performance and to consider capital requirements and allocation of resources by segment and on a consolidated basis. We believe EBDT is important to investors because it provides another method for the investor to measure our long-term operating performance as net earnings can vary from year to year due to property dispositions, acquisitions and other factors that have a short-term impact.

EBDT is defined as net earnings excluding the following items: i) gain (loss) on disposition of rental properties, divisions and other investments (net of tax); ii) the adjustment to recognize rental revenues and rental expense using the straight-line method; iii) non-cash charges for real estate depreciation, amortization, amortization of mortgage procurement costs and deferred income taxes; iv) preferred payment which is classified as noncontrolling interest expense on our Consolidated Statement of Earnings; v) impairment of real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative or retrospective effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings.

EBDT is reconciled to net loss, the most comparable financial measure calculated in accordance with GAAP, on page 43. The adjustment to recognize rental revenues and rental expenses on the straight-line method is excluded because it is management’s opinion that rental revenues and expenses should be recognized when due from the tenants or due to the landlord. We exclude depreciation and amortization expense related to real estate operations from EBDT because we believe the values of our properties, in general, have appreciated over time in excess of their original cost. Deferred taxes from real estate operations, which are the result of timing differences of certain net expense items deducted in a future year for federal income tax purposes, are excluded until the year in which they are reflected in our current tax provision. The impairment of real estate is excluded from EBDT because it varies from year to year based on factors unrelated to our overall financial performance and is related to the ultimate gain on dispositions of operating properties. Our EBDT may not be directly comparable to similarly-titled measures reported by other companies.

Our EBDT for the three months ended October 31, 2009 increased by $41,474,000, or 94.0%, to $85,612,000 from $44,138,000 for the three months ended October 31, 2008. Our Commercial and Residential Segments combined provided a pre-tax EBDT increase of $36,936,000. This is primarily the result of decreased interest expense on our mature portfolio of $6,570,000, the ramp up of new properties of $3,127,000, a gain on early extinguishment of nonrecourse mortgage debt of $24,248,000, primarily at an underperforming retail project and decreased write-offs of abandoned development projects of $8,742,000. These increases in the portfolio were partially offset by a pre-tax EBDT decrease in military housing of $3,432,000 and the 2008 lease termination fee income which did not recur of $3,978,000 at an office building in Cleveland, Ohio.

Our Land Segment provided a pre-tax EBDT increase of $7,841,000. This increase includes a reduction in fair value of the DURA purchase obligation and fee, that resulted from the Lehman Brothers, Inc. bankruptcy of $12,434,000 in 2008, which was partially offset by lower land sales.

Our EBDT for the nine months ended October 31, 2009 increased by $74,264,000, or 50.0%, to $222,699,000 from $148,435,000 for the nine months ended October 31, 2008. Our Commercial and Residential Segments combined provided a pre-tax EBDT increase of $64,157,000. This is primarily the result of decreased interest expense on our mature portfolio of $15,068,000, the ramp up of new properties of $7,212,000, a gain on early extinguishment of nonrecourse mortgage debt of $28,803,000, primarily at an underperforming retail project, decreased write-offs of abandoned development projects of $17,808,000 and increased income recognized on the sale of state and federal Historic Preservation and New Market tax credits of $4,241,000. These increases in the portfolio were partially offset by a pre-tax EBDT decrease due to the 2008 lease termination fee income which did not recur of $12,228,000, the decrease in military housing of $7,117,000 and $3,283,000 in reduced EBDT from properties sold.

In addition, our Land Segment provided a pre-tax EBDT increase of $13,552,000. This increase includes a reduction in fair value of the DURA purchase obligation and fee, that resulted from the Lehman Brothers, Inc. bankruptcy of $12,434,000 in 2008, and a gain on early extinguishment of nonrecourse mortgage debt of $11,340,000. These increases were partially offset by lower land sales in addition to reduced fee income and profit participation at Stapleton.

Corporate pre-tax EBDT decreased $11,781,000. This pre-tax EBDT decrease includes the company-wide severance and outplacement expenses of $8,720,000 and increased corporate interest expense of $12,191,000 (which includes the non-cash interest of the adoption of accounting guidance for convertible instruments in 2009 only), partially offset by cost savings initiatives of $7,975,000.

The reduced losses on the Nets provided a pre-tax EBDT increase of $2,039,000. EBDT was favorably impacted by a larger tax benefit of $6,297,000 compared to the prior year.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of EBDT - The information in the following tables present amounts for both full consolidation and pro-rata consolidation, providing a reconciliation of the difference between the two methods, as well as a reconciliation from NOI to EBDT to net earnings (loss). Under the pro-rata consolidation method, we present our partnership investments proportionate to our pro-rata share for each line item of our consolidated financial statements. Under full consolidation, partnership assets and liabilities are reported as consolidated at 100% if deemed under our control or if we are deemed to be the primary beneficiary for investments in VIEs, or on the equity method of accounting if we do not have control or are not the primary beneficiary for investments in VIEs.

Reconciliation of Net Loss to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)


	Three Months Ended October 31,						Nine Months Ended October 31,
	2009			2008				2009			2008

	(in thousands)						(in thousands)
Net loss attributable to Forest City Enterprises, Inc.	$	(4,384	)	$	(19,115	)		$	(36,852	)	$	(67,903	)
Depreciation and amortization – Real Estate Groups ⁽⁴⁾		71,284			69,725				218,436			214,173
Amortization of mortgage procurement costs – Real Estate Groups ⁽⁴⁾		3,888			3,218				11,733			10,009
Deferred income tax expense – Real Estate Groups ⁽⁵⁾		1,205			(5,920	)			(2,294	)		(5,266	)
Deferred income tax expense - Non-Real Estate Groups: ⁽⁵⁾
Gain on disposition of other investments		-			-				-			58

Current income tax expense on non-operating earnings: ⁽⁵⁾
Gain on disposition included in discontinued operations		(3,031	)		-				754			-
Gain on disposition of unconsolidated entities		203			(833	)			203			506

Straight-line rent adjustment ⁽²⁾		(3,164	)		(4,523	)			(9,553	)		(3,422	)
Preference payment ⁽³⁾		585			877				1,756			2,744
Preferred return on disposition		-			-				-			208
Impairment of real estate		549			-				3,124			-
Impairment of unconsolidated entities		13,200			-				34,663			6,026
Gain on disposition of unconsolidated entities		(4,498	)		(200	)			(4,498	)		(1,081	)
Gain on disposition of other investments		-			-				-			(150	)
Discontinued operations: ⁽¹⁾
Gain on disposition of rental properties		-			-				(4,548	)		(8,627	)
Impairment of real estate		9,775			-				9,775			-
Retrospective adoption of accounting guidance for convertible debt instruments		-			909				-			1,160


Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)	$	85,612		$	44,138			$	222,699		$	148,435

	(1)		All earnings of properties which have been sold or are held for sale are reported as discontinued operations assuming no significant continuing involvement.

	(2)		The Company recognizes minimum rents on a straight-line basis over the term of the related lease pursuant to accounting for leases. The straight-line rent adjustment is recorded as an increase or decrease to revenue or operating expense from Forest City Rental Properties Corporation, a wholly-owned subsidiary of Forest City Enterprises, Inc., with the applicable offset to either accounts receivable or accounts payable, as appropriate.

	(3)		The preference payment represents the respective period’s share of the annual preferred payment in connection with the issuance of Class A Common Units in exchange for Bruce C. Ratner’s noncontrolling interest in the Forest City Ratner Companies portfolio.

	(4)		The following table provides detail of depreciation and amortization and amortization of mortgage procurement costs.


	Depreciation and Amortization													Amortization of Mortgage Procurement Costs
	Three Months Ended						Nine Months Ended							Three Months Ended						Nine Months Ended
	October 31,						October 31,							October 31,						October 31,
	2009			2008				2009			2008			2009			2008				2009			2008


Full Consolidation	$	66,393		$	64,038			$	199,659		$	198,610		$	3,562		$	2,838			$	10,645		$	8,723
Non-Real Estate		(3,412	)		(3,119	)			(10,372	)		(9,940	)		-			-				-			-

Real Estate Groups Full Consolidation		62,981			60,919				189,287			188,670			3,562			2,838				10,645			8,723
Real Estate Groups related to noncontrolling interest		(1,687	)		(1,044	)			(3,412	)		(3,575	)		(126	)		(114	)			(449	)		(383	)
Real Estate Groups Unconsolidated		9,795			8,399				31,214			25,167			445			388				1,487			1,330
Real Estate Groups Discontinued Operations		195			1,451				1,347			3,911			7			106				50			339

Real Estate Groups Pro-Rata Consolidation	$	71,284		$	69,725			$	218,436		$	214,173		$	3,888		$	3,218			$	11,733		$	10,009

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

(5)

The following table provides detail of Income Tax Expense (Benefit):


		Three Months Ended October 31,						Nine Months Ended October 31,
		2009			2008			2009			2008

		(in thousands)						(in thousands)

(A)	Operating earnings
	Current	$	3,788		$	(3,666	)	$	(9,740	)	$	(15,550	)
	Deferred		(3,095	)		(8,328	)		(3,224	)		(10,900	)

			693			(11,994	)		(12,964	)		(26,450	)


(B)	Impairment of real estate
	Deferred		(212	)		-			(1,211	)		(141	)
	Deferred - Unconsolidated entities		(5,121	)		-			(13,444	)		(2,187	)

			(5,333	)		-			(14,655	)		(2,328	)


(C)	Gain on disposition of other investments
	Current - Non-Real Estate Groups		-			-			-			-
	Deferred - Non-Real Estate Groups		-			-			-			58

			-			-			-			58


(D)	Gain on disposition of unconsolidated entities
	Current		203			(833	)		203			506
	Deferred		1,542			911			1,542			(168	)

			1,745			78			1,745			338


	Subtotal (A) (B) (C) (D)
	Current		3,991			(4,499	)		(9,537	)		(15,044	)
	Deferred		(6,886	)		(7,417	)		(16,337	)		(13,338	)

	Income tax expense		(2,895	)		(11,916	)		(25,874	)		(28,382	)


(E)	Discontinued operations
	Operating earnings
	Current		12			110			94			(636	)
	Deferred		356			18			474			1,284

			368			128			568			648


	Gain on disposition of rental properties
	Current		(3,031	)		-			754			-
	Deferred		3,031			-			1,010			3,333

			-			-			1,764			3,333


	Impairment of real estate
	Current		-			-			-			-
	Deferred		(3,791	)		-			(3,791	)		-

			(3,791	)		-			(3,791	)		-

			(3,423	)		128			(1,459	)		3,981


	Grand Total (A) (B) (C) (D) (E)
	Current		972			(4,389	)		(8,689	)		(15,680	)
	Deferred		(7,290	)		(7,399	)		(18,644	)		(8,721	)

		$	(6,318	)	$	(11,788	)	$	(27,333	)	$	(24,401	)


	Recap of Grand Total:
	Real Estate Groups
	Current	$	3,183		$	(10,642	)	$	(1,026	)	$	(570	)
	Deferred		1,205			(5,920	)		(2,294	)		(5,266	)

			4,388			(16,562	)		(3,320	)		(5,836	)


	Non-Real Estate Groups
	Current		(2,211	)		6,253			(7,663	)		(15,110	)
	Deferred		(8,495	)		(1,479	)		(16,350	)		(3,455	)

			(10,706	)		4,774			(24,013	)		(18,565	)

	Grand Total	$	(6,318	)	$	(11,788	)	$	(27,333	)	$	(24,401	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended October 31, 2009 and 2008 (in thousands)


	Commercial Group 2009													Commercial Group 2008
						Plus														Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata				Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation				Consolidation			Noncontrolling		Investments at			Discontinued			Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	241,317		$	10,612	$	28,032		$	-	$	258,737			$	247,643		$	10,438	$	27,876		$	999		$	266,080
Exclude straight-line rent adjustment		(4,759	)		-		-			-		(4,759	)			(6,061	)		-		-			(48	)		(6,109	)

Adjusted revenues		236,558			10,612		28,032			-		253,978				241,582			10,438		27,876			951			259,971
Operating expenses		116,634			5,241		14,473			-		125,866				123,587			4,278		15,201			296			134,806
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,591			-		-			-		1,591				1,520			-		-			-			1,520
Exclude straight-line rent adjustment		(1,611	)		-		-			-		(1,611	)			(1,587	)		-		-			-			(1,587	)
Exclude preference payment		(585	)		-		-			-		(585	)			(877	)		-		-			-			(877	)

Adjusted operating expenses		116,029			5,241		14,473			-		125,261				122,643			4,278		15,201			296			133,862
Add interest and other income		843			17		1,481			-		2,307				1,255			74		977			1			2,159
Add equity in earnings (loss), including impairment of unconsolidated entities		(3,831	)		1		3,830			-		(2	)			2,227			2		(2,226	)		-			(1	)
Exclude gain on dispositon of unconsolidated entities		-			-		-			-		-				(200	)		-		200			-			-
Exclude impairment of unconsolidated entities		7,217			-		(7,217	)		-		-				-			-		-			-			-
Exclude depreciation and amortization of unconsolidated entities		4,410			-		(4,410	)		-		-				3,996			-		(3,996	)		-			-

Net operating income		129,168			5,389		7,243			-		131,022				126,217			6,236		7,630			656			128,267
Interest expense		62,770			3,599		7,243			-		66,414				64,777			3,129		7,630			404			69,682
(Gain) loss on early extinguishment of debt		(24,219	)		-		-			-		(24,219	)			-			-		-			-			-
Noncontrolling interest in earnings before depreciation and amortization		1,790			1,790		-			-		-				3,107			3,107		-			-			-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-		-			-		-				1,359			-		-			-			1,359
Add: Pre-Tax EBDT from discontinued operations		-			-		-			-		-				252			-		-			(252	)		-

Pre-Tax EBDT		88,827			-		-			-		88,827				57,226			-		-			-			57,226
Income tax expense (benefit)		3,713			-		-			-		3,713				1,334			-		-			-			1,334

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	85,114		$	-	$	-		$	-	$	85,114			$	55,892		$	-	$	-		$	-		$	55,892

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	85,114		$	-	$	-		$	-	$	85,114			$	55,892		$	-	$	-		$	-		$	55,892
Depreciation and amortization - Real Estate Groups		(51,995	)		-		-			-		(51,995	)			(49,582	)		-		-			(300	)		(49,882	)
Amortization of mortgage procurement costs - Real Estate Groups		(3,214	)		-		-			-		(3,214	)			(2,250	)		-		-			(7	)		(2,257	)
Deferred taxes - Real Estate Groups		(10,078	)		-		-			-		(10,078	)			(2,016	)		-		-			(7	)		(2,023	)
Straight-line rent adjustment		3,148			-		-			-		3,148				4,474			-		-			48			4,522
Preference payment		(585	)		-		-			-		(585	)			(877	)		-		-			-			(877	)
Gain on disposition of rental properties and other investments, net of tax		-			-		-			-		-				-			-		122			-			122
Gain on disposition of unconsolidated entities, net of tax		-			-		-			-		-				122			-		(122	)		-			-
Impairment of real estate, net of tax		-			-		(4,417	)		-		(4,417	)			-			-		-			-			-
Impairment of unconsolidated entities, net of tax		(4,417	)		-		4,417			-		-				-			-		-			-			-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-		-			-		-				1,359			-		-			-			1,359
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-			-		-				(300	)		-		-			300			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-			-		-				(7	)		-		-			7			-
Deferred taxes - Real Estate Groups		-			-		-			-		-				(7	)		-		-			7			-
Straight-line rent adjustment		-			-		-			-		-				48			-		-			(48	)		-
Gain on disposition of rental properties		-			-		-			-		-				-			-		-			-			-
Impairment of real estate, net of tax		-			-		-			-		-				-			-		-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	17,973		$	-	$	-		$	-	$	17,973			$	6,856		$	-	$	-		$	-		$	6,856

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Residential Group 2009															Residential Group 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata				Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation				Consolidation			Noncontrolling		Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)				(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	58,663		$	1,491		$	38,694		$	1,688		$	97,554			$	72,475		$	5,353	$	51,740		$	3,150		$	122,012
Exclude straight-line rent adjustment		(15	)		-			-			-			(15	)			(2	)		-		-			-			(2	)

Adjusted revenues		58,648			1,491			38,694			1,688			97,539				72,473			5,353		51,740			3,150			122,010
Operating expenses		35,110			643			23,784			35			58,286				44,455			1,173		37,625			120			81,027
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		954			-			-			-			954				777			-		-			-			777
Exclude straight-line rent adjustment		1			-			-			-			1				-			-		-			-			-
Exclude preference payment		-			-			-			-			-				-			-		-			-			-

Adjusted operating expenses		36,065			643			23,784			35			59,241				45,232			1,173		37,625			120			81,804
Add interest and other income		2,712			8			93			-			2,797				3,743			62		(444	)		36			3,273
Add equity in earnings (loss), including impairment of unconsolidated entities		1,814			(14	)		(1,732	)		-			96				2,225			108		(2,305	)		-			(188	)
Exclude gain on dispositon of unconsolidated entities		(4,498	)		-			4,498			-			-				-			-		-			-			-
Exclude impairment of unconsolidated entities		4,713			-			(4,713	)		-			-				-			-		-			-			-
Exclude depreciation and amortization of unconsolidated entities		5,784			-			(5,784	)		-			-				4,733			-		(4,733	)		-			-

Net operating income		33,108			842			7,272			1,653			41,191				37,942			4,350		6,633			3,066			43,291
Interest expense		5,512			349			7,272			502			12,937				12,411			457		6,604			1,479			20,037
(Gain) loss on early extinguishment of debt		-			-			-			-			-				-			-		29			-			29
Noncontrolling interest in earnings before depreciation and amortization		493			493			-			-			-				3,893			3,893		-			-			-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				306			-		-			-			306
Add: Pre-Tax EBDT from discontinued operations		1,151			-			-			(1,151	)		-				1,587			-		-			(1,587	)		-

Pre-Tax EBDT		28,254			-			-			-			28,254				22,919			-		-			-			22,919
Income tax expense (benefit)		1,462			-			-			-			1,462				(3,253	)		-		-			-			(3,253	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	26,792		$	-		$	-		$	-		$	26,792			$	26,172		$	-	$	-		$	-		$	26,172

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	26,792		$	-		$	-		$	-		$	26,792			$	26,172		$	-	$	-		$	-		$	26,172
Depreciation and amortization - Real Estate Groups		(19,007	)		-			-			(195	)		(19,202	)			(18,523	)		-		-			(1,151	)		(19,674	)
Amortization of mortgage procurement costs - Real Estate Groups		(602	)		-			-			(7	)		(609	)			(781	)		-		-			(99	)		(880	)
Deferred taxes - Real Estate Groups		(1,950	)		-			-			(356	)		(2,306	)			(4,041	)		-		-			(11	)		(4,052	)
Straight-line rent adjustment		16			-			-			-			16				2			-		-			-			2
Preference payment		-			-			-			-			-				-			-		-			-			-
Gain on disposition of rental properties and other investments, net of tax		-			-			2,753			-			2,753				-			-		-			-			-
Gain on disposition of unconsolidated entities, net of tax		2,753			-			(2,753	)		-			-				-			-		-			-			-
Impairment of real estate, net of tax		-			-			(2,885	)		(5,984	)		(8,869	)			-			-		-			-			-
Impairment of unconsolidated entities, net of tax		(2,885	)		-			2,885			-			-				-			-		-			-			-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				306			-		-			-			306
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(195	)		-			-			195			-				(1,151	)		-		-			1,151			-
Amortization of mortgage procurement costs - Real Estate Groups		(7	)		-			-			7			-				(99	)		-		-			99			-
Deferred taxes - Real Estate Groups		(356	)		-			-			356			-				(11	)		-		-			11			-
Straight-line rent adjustment		-			-			-			-			-				-			-		-			-			-
Gain on disposition of rental properties		-			-			-			-			-				-			-		-			-			-
Impairment of real estate, net of tax		(5,984	)		-			-			5,984			-				-			-		-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(1,425	)	$	-		$	-		$	-		$	(1,425	)		$	1,874		$	-	$	-		$	-		$	1,874

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Land Development Group 2009													Land Development Group 2008
						Plus															Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata				Full			Less			Unconsolidated			Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation				Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)				(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)

Revenues from real estate operations	$	6,120		$	344	$	1,658		$	-	$	7,434			$	10,263		$	338		$	4,128		$	-	$	14,053
Exclude straight-line rent adjustment		-			-		-			-		-				1			-			-			-		1

Adjusted revenues		6,120			344		1,658			-		7,434				10,264			338			4,128			-		14,054
Operating expenses		11,224			392		1,593			-		12,425				25,323			1,844			2,583			-		26,062
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		135			-		-			-		135				129			-			-			-		129
Exclude straight-line rent adjustment		-			-		-			-		-				-			-			-			-		-
Exclude preference payment		-			-		-			-		-				-			-			-			-		-

Adjusted operating expenses		11,359			392		1,593			-		12,560				25,452			1,844			2,583			-		26,191
Add interest and other income		1,759			175		13			-		1,597				1,676			157			5			-		1,524
Add equity in earnings (loss), including impairment of unconsolidated entities		1,034			-		(529	)		-		505				2,209			-			(1,403	)		-		806
Exclude gain on dispositon of unconsolidated entities		-			-		-			-		-				-			-			-			-		-
Exclude impairment of unconsolidated entities		1,270			-		(1,270	)		-		-				-			-			-			-		-
Exclude depreciation and amortization of unconsolidated entities		46			-		(46	)		-		-				58			-			(58	)		-		-

Net operating income		(1,130	)		127		(1,767	)		-		(3,024	)			(11,245	)		(1,349	)		89			-		(9,807	)
Interest expense		817			84		107			-		840				(127	)		31			89			-		(69	)
(Gain) loss on early extinguishment of debt		-			-		(1,874	)		-		(1,874	)			-			-			-			-		-
Noncontrolling interest in earnings before depreciation and amortization		43			43		-			-		-				(1,380	)		(1,380	)		-			-		-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-		-			-		-				93			-			-			-		93
Add: Pre-Tax EBDT from discontinued operations		-			-		-			-		-				-			-			-			-		-

Pre-Tax EBDT		(1,990	)		-		-			-		(1,990	)			(9,831	)		-			-			-		(9,831	)
Income tax expense (benefit)		1,031			-		-			-		1,031				3,391			-			-			-		3,391

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(3,021	)	$	-	$	-		$	-	$	(3,021	)		$	(13,222	)	$	-		$	-		$	-	$	(13,222	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(3,021	)	$	-	$	-		$	-	$	(3,021	)		$	(13,222	)	$	-		$	-		$	-	$	(13,222	)
Depreciation and amortization - Real Estate Groups		(87	)		-		-			-		(87	)			(169	)		-			-			-		(169	)
Amortization of mortgage procurement costs - Real Estate Groups		(65	)		-		-			-		(65	)			(81	)		-			-			-		(81	)
Deferred taxes - Real Estate Groups		1,657			-		-			-		1,657				7,702			-			-			-		7,702
Straight-line rent adjustment		-			-		-			-		-				(1	)		-			-			-		(1	)
Preference payment		-			-		-			-		-				-			-			-			-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-			-		-				-			-			-			-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-			-		-				-			-			-			-		-
Impairment of real estate, net of tax		(336	)		-		(778	)		-		(1,114	)			-			-			-			-		-
Impairment of unconsolidated entities, net of tax		(778	)		-		778			-		-				-			-			-			-		-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-		-			-		-				93			-			-			-		93
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-			-		-				-			-			-			-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-			-		-				-			-			-			-		-
Deferred taxes - Real Estate Groups		-			-		-			-		-				-			-			-			-		-
Straight-line rent adjustment		-			-		-			-		-				-			-			-			-		-
Gain on disposition of rental properties		-			-		-			-		-				-			-			-			-		-
Impairment of real estate, net of tax		-			-		-			-		-				-			-			-			-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(2,630	)	$	-	$	-		$	-	$	(2,630	)		$	(5,678	)	$	-		$	-		$	-	$	(5,678	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	The Nets 2009												The Nets 2008
						Plus													Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata				Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation				Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)

Revenues from real estate operations	$	-		$	-	$	6,144	$	-	$	6,144			$	-		$	-	$	4,058	$	-	$	4,058
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-

Adjusted revenues		-			-		6,144		-		6,144				-			-		4,058		-		4,058
Operating expenses		-			-		12,060		-		12,060				-			-		10,687		-		10,687
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		-			-		2,512		-		2,512				-			-		1,390		-		1,390
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Exclude preference payment		-			-		-		-		-				-			-		-		-		-

Adjusted operating expenses		-			-		14,572		-		14,572				-			-		12,077		-		12,077
Add interest and other income		-			-		74		-		74				-			-		64		-		64
Add equity in earnings (loss), including impairment of unconsolidated entities		(10,853	)		-		10,853		-		-				(9,859	)		-		9,859		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-				-			-		-		-		-

Net operating income		(10,853	)		-		2,499		-		(8,354	)			(9,859	)		-		1,904		-		(7,955	)
Interest expense		-			-		2,499		-		2,499				-			-		1,904		-		1,904
(Gain) loss on early extinguishment of debt		-			-		-		-		-				-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-				-			-		-		-		-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				-			-		-		-		-
Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-				-			-		-		-		-

Pre-Tax EBDT		(10,853	)		-		-		-		(10,853	)			(9,859	)		-		-		-		(9,859	)
Income tax expense (benefit)		(3,788	)		-		-		-		(3,788	)			(3,377	)		-		-		-		(3,377	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(7,065	)	$	-	$	-	$	-	$	(7,065	)		$	(6,482	)	$	-	$	-	$	-	$	(6,482	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(7,065	)	$	-	$	-	$	-	$	(7,065	)		$	(6,482	)	$	-	$	-	$	-	$	(6,482	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Preference payment		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-				-			-		-		-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				-			-		-		-		-
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(7,065	)	$	-	$	-	$	-	$	(7,065	)		$	(6,482	)	$	-	$	-	$	-	$	(6,482	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Corporate Activities 2009												Corporate Activities 2008
						Plus													Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata				Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation				Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)

Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-			$	-		$	-	$	-	$	-	$	-
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-

Adjusted revenues		-			-		-		-		-				-			-		-		-		-
Operating expenses		8,716			-		-		-		8,716				7,076			-		-		-		7,076
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		732			-		-		-		732				693			-		-		-		693
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Exclude preference payment		-			-		-		-		-				-			-		-		-		-

Adjusted operating expenses		9,448			-		-		-		9,448				7,769			-		-		-		7,769
Add interest and other income		208			-		-		-		208				78			-		-		-		78
Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-				-			-		-		-		-

Net operating income		(9,240	)		-		-		-		(9,240	)			(7,691	)		-		-		-		(7,691	)
Interest expense		18,764			-		-		-		18,764				20,020			-		-		-		20,020
(Gain) loss on early extinguishment of debt		(4,683	)		-		-		-		(4,683	)			(3,692	)		-		-		-		(3,692	)
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-				-			-		-		-		-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				(2,667	)		-		-		-		(2,667	)
Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-				-			-		-		-		-

Pre-Tax EBDT		(23,321	)		-		-		-		(23,321	)			(21,352	)		-		-		-		(21,352	)
Income tax expense (benefit)		(7,113	)		-		-		-		(7,113	)			(3,130	)		-		-		-		(3,130	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(16,208	)	$	-	$	-	$	-	$	(16,208	)		$	(18,222	)	$	-	$	-	$	-	$	(18,222	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(16,208	)	$	-	$	-	$	-	$	(16,208	)		$	(18,222	)	$	-	$	-	$	-	$	(18,222	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		4,971			-		-		-		4,971				5,204			-		-		-		5,204
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Preference payment		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-				-			-		-		-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				(2,667	)		-		-		-		(2,667	)
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(11,237	)	$	-	$	-	$	-	$	(11,237	)		$	(15,685	)	$	-	$	-	$	-	$	(15,685	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Total 2009															Total 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata				Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation				Consolidation			Noncontrolling		Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)				(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	306,100		$	12,447		$	74,528		$	1,688		$	369,869			$	330,381		$	16,129	$	87,802		$	4,149		$	406,203
Exclude straight-line rent adjustment		(4,774	)		-			-			-			(4,774	)			(6,062	)		-		-			(48	)		(6,110	)

Adjusted revenues		301,326			12,447			74,528			1,688			365,095				324,319			16,129		87,802			4,101			400,093
Operating expenses		171,684			6,276			51,910			35			217,353				200,441			7,295		66,096			416			259,658
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		3,412			-			2,512			-			5,924				3,119			-		1,390			-			4,509
Exclude straight-line rent adjustment		(1,610	)		-			-			-			(1,610	)			(1,587	)		-		-			-			(1,587	)
Exclude preference payment		(585	)		-			-			-			(585	)			(877	)		-		-			-			(877	)

Adjusted operating expenses		172,901			6,276			54,422			35			221,082				201,096			7,295		67,486			416			261,703
Add interest and other income		5,522			200			1,661			-			6,983				6,752			293		602			37			7,098
Add equity in earnings (loss), including impairment of unconsolidated entities		(11,836	)		(13	)		12,422			-			599				(3,198	)		110		3,925			-			617
Exclude gain on dispositon of unconsolidated entities		(4,498	)		-			4,498			-			-				(200	)		-		200			-			-
Exclude impairment of unconsolidated entities		13,200			-			(13,200	)		-			-				-			-		-			-			-
Exclude depreciation and amortization of unconsolidated entities		10,240			-			(10,240	)		-			-				8,787			-		(8,787	)		-			-

Net operating income		141,053			6,358			15,247			1,653			151,595				135,364			9,237		16,256			3,722			146,105
Interest expense		87,863			4,032			17,121			502			101,454				97,081			3,617		16,227			1,883			111,574
(Gain) loss on early extinguishment of debt		(28,902	)		-			(1,874	)		-			(30,776	)			(3,692	)		-		29			-			(3,663	)
Noncontrolling interest in earnings before depreciation and amortization		2,326			2,326			-			-			-				5,620			5,620		-			-			-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				(909	)		-		-			-			(909	)
Add: Pre-Tax EBDT from discontinued operations		1,151			-			-			(1,151	)		-				1,839			-		-			(1,839	)		-

Pre-Tax EBDT		80,917			-			-			-			80,917				39,103			-		-			-			39,103
Income tax expense (benefit)		(4,695	)		-			-			-			(4,695	)			(5,035	)		-		-			-			(5,035	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	85,612		$	-		$	-		$	-		$	85,612			$	44,138		$	-	$	-		$	-		$	44,138

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	85,612		$	-		$	-		$	-		$	85,612			$	44,138		$	-	$	-		$	-		$	44,138
Depreciation and amortization - Real Estate Groups		(71,089	)		-			-			(195	)		(71,284	)			(68,274	)		-		-			(1,451	)		(69,725	)
Amortization of mortgage procurement costs - Real Estate Groups		(3,881	)		-			-			(7	)		(3,888	)			(3,112	)		-		-			(106	)		(3,218	)
Deferred taxes - Real Estate Groups		(5,400	)		-			-			(356	)		(5,756	)			6,849			-		-			(18	)		6,831
Straight-line rent adjustment		3,164			-			-			-			3,164				4,475			-		-			48			4,523
Preference payment		(585	)		-			-			-			(585	)			(877	)		-		-			-			(877	)
Gain on disposition of rental properties and other investments, net of tax		-			-			2,753			-			2,753				-			-		122			-			122
Gain on disposition of unconsolidated entities, net of tax		2,753			-			(2,753	)		-			-				122			-		(122	)		-			-
Impairment of real estate, net of tax		(336	)		-			(8,080	)		(5,984	)		(14,400	)			-			-		-			-			-
Impairment of unconsolidated entities, net of tax		(8,080	)		-			8,080			-			-				-			-		-			-			-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				(909	)		-		-			-			(909	)
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(195	)		-			-			195			-				(1,451	)		-		-			1,451			-
Amortization of mortgage procurement costs - Real Estate Groups		(7	)		-			-			7			-				(106	)		-		-			106			-
Deferred taxes - Real Estate Groups		(356	)		-			-			356			-				(18	)		-		-			18			-
Straight-line rent adjustment		-			-			-			-			-				48			-		-			(48	)		-
Gain on disposition of rental properties		-			-			-			-			-				-			-		-			-			-
Impairment of real estate, net of tax		(5,984	)		-			-			5,984			-				-			-		-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(4,384	)	$	-		$	-		$	-		$	(4,384	)		$	(19,115	)	$	-	$	-		$	-		$	(19,115	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2009 and 2008 (in thousands)


	Commercial Group 2009															Commercial Group 2008
							Plus																Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata				Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation				Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)				(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	720,755		$	32,960		$	83,078		$	813		$	771,686			$	715,991		$	29,351		$	82,172		$	2,958		$	771,770
Exclude straight-line rent adjustment		(14,367	)		-			-			(12	)		(14,379	)			(8,036	)		-			-			(147	)		(8,183	)

Adjusted revenues		706,388			32,960			83,078			801			757,307				707,955			29,351			82,172			2,811			763,587
Operating expenses		343,224			15,341			44,860			320			373,063				375,932			10,175			45,228			944			411,929
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		4,876			-			-			-			4,876				4,630			-			-			-			4,630
Exclude straight-line rent adjustment		(4,857	)		-			-			-			(4,857	)			(4,780	)		-			-			-			(4,780	)
Exclude preference payment		(1,756	)		-			-			-			(1,756	)			(2,744	)		-			-			-			(2,744	)

Adjusted operating expenses		341,487			15,341			44,860			320			371,326				373,038			10,175			45,228			944			409,035
Add interest and other income		2,645			(43	)		2,125			-			4,813				7,599			298			2,052			6			9,359
Add equity in earnings (loss), including impairment of unconsolidated entities		(3,863	)		1			3,862			-			(2	)			4,092			(30	)		(4,272	)		-			(150	)
Exclude gain on dispositon of unconsolidated entities		-			-			-			-			-				(1,081	)		-			1,081			-			-
Exclude impairment of unconsolidated entities		8,828			-			(8,828	)		-			-				1,263			-			(1,263	)		-			-
Exclude depreciation and amortization of unconsolidated entities		12,895			-			(12,895	)		-			-				11,710			-			(11,710	)		-			-

Net operating income		385,406			17,577			22,482			481			390,792				358,500			19,444			22,832			1,873			363,761
Interest expense		175,916			9,571			22,482			322			189,149				177,171			9,148			22,832			1,196			192,051
(Gain) loss on early extinguishment of debt		(24,219	)		-			-			-			(24,219	)			1,479			119			-			-			1,360
Preferred return on disposition		-			-			-			-			-				-			-			-			-			-
Noncontrolling interest in earnings before depreciation and amortization		8,006			8,006			-			-			-				10,177			10,177			-			-			-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				4,615			-			-			-			4,615
Add: Pre-Tax EBDT from discontinued operations		159			-			-			(159	)		-				677			-			-			(677	)		-

Pre-Tax EBDT		225,862			-			-			-			225,862				165,735			-			-			-			165,735
Income tax expense (benefit)		8,088			-			-			-			8,088				2,717			-			-			-			2,717

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	217,774		$	-		$	-		$	-		$	217,774			$	163,018		$	-		$	-		$	-		$	163,018

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	217,774		$	-		$	-		$	-		$	217,774			$	163,018		$	-		$	-		$	-		$	163,018
Depreciation and amortization - Real Estate Groups		(157,683	)		-			-			(107	)		(157,790	)			(155,294	)		-			-			(678	)		(155,972	)
Amortization of mortgage procurement costs - Real Estate Groups		(9,322	)		-			-			(5	)		(9,327	)			(7,282	)		-			-			(21	)		(7,303	)
Deferred taxes - Real Estate Groups		(12,471	)		-			-			(31	)		(12,502	)			(13	)		-			-			(24	)		(37	)
Straight-line rent adjustment		9,510			-			-			12			9,522				3,256			-			-			147			3,403
Preference payment		(1,756	)		-			-			-			(1,756	)			(2,744	)		-			-			-			(2,744	)
Preferred return on disposition, net of tax		-			-			-			-			-				-			-			-			-			-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			2,784			2,784				-			-			663			-			663
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-			-				663			-			(663	)		-			-
Impairment of real estate, net of tax		-			-			(5,404	)		-			(5,404	)			-			-			(775	)		-			(775	)
Impairment of unconsolidated entities, net of tax		(5,404	)		-			5,404			-			-				(775	)		-			775			-			-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				4,615			-			-			-			4,615
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(107	)		-			-			107			-				(678	)		-			-			678			-
Amortization of mortgage procurement costs - Real Estate Groups		(5	)		-			-			5			-				(21	)		-			-			21			-
Deferred taxes - Real Estate Groups		(31	)		-			-			31			-				(24	)		-			-			24			-
Straight-line rent adjustment		12			-			-			(12	)		-				147			-			-			(147	)		-
Gain on disposition of rental properties		2,784			-			-			(2,784	)		-				-			-			-			-			-
Impairment of real estate, net of tax		-			-			-			-			-				-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	43,301		$	-		$	-		$	-		$	43,301			$	4,868		$	-		$	-		$	-		$	4,868

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Residential Group 2009															Residential Group 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata				Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation				Consolidation			Noncontrolling		Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)				(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	198,643		$	4,221		$	140,264		$	4,663		$	339,349			$	220,172		$	17,300	$	155,163		$	10,156		$	368,191
Exclude straight-line rent adjustment		(31	)		-			-			-			(31	)			(21	)		-		-			-			(21	)

Adjusted revenues		198,612			4,221			140,264			4,663			339,318				220,151			17,300		155,163			10,156			368,170
Operating expenses		134,110			1,060			94,526			110			227,686				142,655			11,237		109,983			660			242,061
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		2,871			-			-			-			2,871				2,694			-		-			-			2,694
Exclude straight-line rent adjustment		-			-			-			-			-				-			-		-			-			-
Exclude preference payment		-			-			-			-			-				-			-		-			-			-

Adjusted operating expenses		136,981			1,060			94,526			110			230,557				145,349			11,237		109,983			660			244,755
Add interest and other income		12,842			59			489			-			13,272				9,861			170		1,499			130			11,320
Add equity in earnings (loss), including impairment of unconsolidated entities		(14,856	)		(82	)		15,055			-			281				2,937			13		(3,417	)		-			(493	)
Exclude gain on dispositon of unconsolidated entities		(4,498	)		-			4,498			-			-				-			-		-			-			-
Exclude impairment of unconsolidated entities		24,303			-			(24,303	)		-			-				4,398			-		(4,398	)		-			-
Exclude depreciation and amortization of unconsolidated entities		19,608			-			(19,608	)		-			-				14,604			-		(14,604	)		-			-

Net operating income		99,030			3,138			21,869			4,553			122,314				106,602			6,246		24,260			9,626			134,242
Interest expense		21,460			1,056			21,693			1,862			43,959				28,359			1,121		24,001			4,525			55,764
(Gain) loss on early extinguishment of debt		403			-			176			-			579				3,752			-		51			-			3,803
Preferred return on disposition		-			-			-			-			-				208			-		(208	)		-			-
Noncontrolling interest in earnings before depreciation and amortization		2,082			2,082			-			-			-				5,125			5,125		-			-			-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				929			-		-			-			929
Add: Pre-Tax EBDT from discontinued operations		2,691			-			-			(2,691	)		-				5,101			-		-			(5,101	)		-

Pre-Tax EBDT		77,776			-			-			-			77,776				73,746			-		-			-			73,746
Income tax expense (benefit)		(4,341	)		-			-			-			(4,341	)			3			-		-			-			3

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	82,117		$	-		$	-		$	-		$	82,117			$	73,743		$	-	$	-		$	-		$	73,743

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	82,117		$	-		$	-		$	-		$	82,117			$	73,743		$	-	$	-		$	-		$	73,743
Depreciation and amortization - Real Estate Groups		(59,131	)		-			-			(1,240	)		(60,371	)			(54,648	)		-		-			(3,233	)		(57,881	)
Amortization of mortgage procurement costs - Real Estate Groups		(1,951	)		-			-			(45	)		(1,996	)			(2,053	)		-		-			(318	)		(2,371	)
Deferred taxes - Real Estate Groups		(9,929	)		-			-			(443	)		(10,372	)			(3,366	)		-		-			(1,260	)		(4,626	)
Straight-line rent adjustment		31			-			-			-			31				21			-		-			-			21
Preference payment		-			-			-			-			-				-			-		-			-			-
Preferred return on disposition, net of tax		-			-			-			-			-				(128	)		-		-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		-			-			2,753			-			2,753				-			-		-			5,294			5,294
Gain on disposition of unconsolidated entities, net of tax		2,753			-			(2,753	)		-			-				-			-		-			-			-
Impairment of real estate, net of tax		(897	)		-			(14,877	)		(5,984	)		(21,758	)			-			-		(2,699	)		-			(2,699	)
Impairment of unconsolidated entities, net of tax		(14,877	)		-			14,877			-			-				(2,699	)		-		2,699			-			-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				929			-		-			-			929
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(1,240	)		-			-			1,240			-				(3,233	)		-		-			3,233			-
Amortization of mortgage procurement costs - Real Estate Groups		(45	)		-			-			45			-				(318	)		-		-			318			-
Deferred taxes - Real Estate Groups		(443	)		-			-			443			-				(1,260	)		-		-			1,260			-
Straight-line rent adjustment		-			-			-			-			-				-			-		-			-			-
Gain on disposition of rental properties		-			-			-			-			-				5,294			-		-			(5,294	)		-
Impairment of real estate, net of tax		(5,984	)		-			-			5,984			-				-			-		-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(9,596	)	$	-		$	-		$	-		$	(9,596	)		$	12,282		$	-	$	-		$	-		$	12,282

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Land Development Group 2009														Land Development Group 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata				Full			Less			Unconsolidated			Plus		Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation				Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)				(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)

Revenues from real estate operations	$	13,491		$	827		$	8,778		$	-	$	21,442			$	23,844		$	1,044		$	13,158		$	-	$	35,958
Exclude straight-line rent adjustment		-			-			-			-		-				2			-			-			-		2

Adjusted revenues		13,491			827			8,778			-		21,442				23,846			1,044			13,158			-		35,960
Operating expenses		24,049			1,177			6,036			-		28,908				44,847			2,926			7,916			-		49,837
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		406			-			-			-		406				412			-			-			-		412
Exclude straight-line rent adjustment		-			-			-			-		-				-			-			-			-		-
Exclude preference payment		-			-			-			-		-				-			-			-			-		-

Adjusted operating expenses		24,455			1,177			6,036			-		29,314				45,259			2,926			7,916			-		50,249
Add interest and other income		7,456			527			37			-		6,966				9,714			952			44			-		8,806
Add equity in earnings (loss), including impairment of unconsolidated entities		3,420			-			(2,651	)		-		769				6,064			-			(4,371	)		-		1,693
Exclude gain on dispositon of unconsolidated entities		-			-			-			-		-				-			-			-			-		-
Exclude impairment of unconsolidated entities		1,532			-			(1,532	)		-		-				365			-			(365	)		-		-
Exclude depreciation and amortization of unconsolidated entities		198			-			(198	)		-		-				183			-			(183	)		-		-

Net operating income		1,642			177			(1,602	)		-		(137	)			(5,087	)		(930	)		367			-		(3,790	)
Interest expense		1,623			205			272			-		1,690				(299	)		90			367			-		(22	)
(Gain) loss on early extinguishment of debt		(9,466	)		-			(1,874	)		-		(11,340	)			-			-			-			-		-
Preferred return on disposition		-			-			-			-		-				-			-			-			-		-
Noncontrolling interest in earnings before depreciation and amortization		(28	)		(28	)		-			-		-				(1,020	)		(1,020	)		-			-		-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-		-				271			-			-			-		271
Add: Pre-Tax EBDT from discontinued operations		-			-			-			-		-				-			-			-			-		-

Pre-Tax EBDT		9,513			-			-			-		9,513				(4,039	)		-			-			-		(4,039	)
Income tax expense (benefit)		1,695			-			-			-		1,695				7,485			-			-			-		7,485

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	7,818		$	-		$	-		$	-	$	7,818			$	(11,524	)	$	-		$	-		$	-	$	(11,524	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	7,818		$	-		$	-		$	-	$	7,818			$	(11,524	)	$	-		$	-		$	-	$	(11,524	)
Depreciation and amortization - Real Estate Groups		(275	)		-			-			-		(275	)			(320	)		-			-			-		(320	)
Amortization of mortgage procurement costs - Real Estate Groups		(410	)		-			-			-		(410	)			(335	)		-			-			-		(335	)
Deferred taxes - Real Estate Groups		(1,829	)		-			-			-		(1,829	)			9,543			-			-			-		9,543
Straight-line rent adjustment		-			-			-			-		-				(2	)		-			-			-		(2	)
Preference payment		-			-			-			-		-				-			-			-			-		-
Preferred return on disposition, net of tax		-			-			-			-		-				-			-			-			-		-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-				-			-			-			-		-
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-		-				-			-			-			-		-
Impairment of real estate, net of tax		(1,016	)		-			(938	)		-		(1,954	)			-			-			(224	)		-		(224	)
Impairment of unconsolidated entities, net of tax		(938	)		-			938			-		-				(224	)		-			224			-		-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-		-				271			-			-			-		271
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-				-			-			-			-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-				-			-			-			-		-
Deferred taxes - Real Estate Groups		-			-			-			-		-				-			-			-			-		-
Straight-line rent adjustment		-			-			-			-		-				-			-			-			-		-
Gain on disposition of rental properties		-			-			-			-		-				-			-			-			-		-
Impairment of real estate, net of tax		-			-			-			-		-				-			-			-			-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	3,350		$	-		$	-		$	-	$	3,350			$	(2,591	)	$	-		$	-		$	-	$	(2,591	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	The Nets 2009												The Nets 2008
						Plus													Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata				Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation				Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)

Revenues from real estate operations	$	-		$	-	$	30,700	$	-	$	30,700			$	-		$	-	$	36,651	$	-	$	36,651
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-

Adjusted revenues		-			-		30,700		-		30,700				-			-		36,651		-		36,651
Operating expenses		-			-		42,558		-		42,558				-			-		48,480		-		48,480
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		-			-		12,750		-		12,750				-			-		14,934		-		14,934
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Exclude preference payment		-			-		-		-		-				-			-		-		-		-

Adjusted operating expenses		-			-		55,308		-		55,308				-			-		63,414		-		63,414
Add interest and other income		-			-		215		-		215				-			-		90		-		90
Add equity in earnings (loss), including impairment of unconsolidated entities		(29,841	)		-		29,841		-		-				(31,880	)		-		31,880		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-				-			-		-		-		-

Net operating income		(29,841	)		-		5,448		-		(24,393	)			(31,880	)		-		5,207		-		(26,673	)
Interest expense		-			-		5,448		-		5,448				-			-		5,207		-		5,207
(Gain) loss on early extinguishment of debt		-			-		-		-		-				-			-		-		-		-
Preferred return on disposition		-			-		-		-		-				-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-				-			-		-		-		-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				-			-		-		-		-
Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-				-			-		-		-		-

Pre-Tax EBDT		(29,841	)		-		-		-		(29,841	)			(31,880	)		-		-		-		(31,880	)
Income tax expense (benefit)		(10,222	)		-		-		-		(10,222	)			(10,966	)		-		-		-		(10,966	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(19,619	)	$	-	$	-	$	-	$	(19,619	)		$	(20,914	)	$	-	$	-	$	-	$	(20,914	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(19,619	)	$	-	$	-	$	-	$	(19,619	)		$	(20,914	)	$	-	$	-	$	-	$	(20,914	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Preference payment		-			-		-		-		-				-			-		-		-		-
Preferred return on disposition, net of tax		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-				-			-		-		-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				-			-		-		-		-
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(19,619	)	$	-	$	-	$	-	$	(19,619	)		$	(20,914	)	$	-	$	-	$	-	$	(20,914	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Corporate Activities 2009												Corporate Activities 2008
						Plus													Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata				Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation				Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)

Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-			$	-		$	-	$	-	$	-	$	-
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-

Adjusted revenues		-			-		-		-		-				-			-		-		-		-
Operating expenses		30,617			-		-		-		30,617				29,872			-		-		-		29,872
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		2,219			-		-		-		2,219				2,204			-		-		-		2,204
Exclude straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Exclude preference payment		-			-		-		-		-				-			-		-		-		-

Adjusted operating expenses		32,836			-		-		-		32,836				32,076			-		-		-		32,076
Add interest and other income		981			-		-		-		981				802			-		-		-		802
Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-				-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-				-			-		-		-		-

Net operating income		(31,855	)		-		-		-		(31,855	)			(31,274	)		-		-		-		(31,274	)
Interest expense		59,435			-		-		-		59,435				54,219			-		-		-		54,219
(Gain) loss on early extinguishment of debt		(4,683	)		-		-		-		(4,683	)			(3,692	)		-		-		-		(3,692	)
Preferred return on disposition		-			-		-		-		-				-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-				-			-		-		-		-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				(6,975	)		-		-		-		(6,975	)
Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-				-			-		-		-		-

Pre-Tax EBDT		(86,607	)		-		-		-		(86,607	)			(74,826	)		-		-		-		(74,826	)
Income tax expense (benefit)		(21,216	)		-		-		-		(21,216	)			(18,938	)		-		-		-		(18,938	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(65,391	)	$	-	$	-	$	-	$	(65,391	)		$	(55,888	)	$	-	$	-	$	-	$	(55,888	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(65,391	)	$	-	$	-	$	-	$	(65,391	)		$	(55,888	)	$	-	$	-	$	-	$	(55,888	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		11,103			-		-		-		11,103				1,223			-		-		-		1,223
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Preference payment		-			-		-		-		-				-			-		-		-		-
Preferred return on disposition, net of tax		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-				92			-		-		-		92
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-				-			-		-		-		-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-		-		-		-				(6,975	)		-		-		-		(6,975	)
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-				-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-				-			-		-		-		-
Gain on disposition of rental properties		-			-		-		-		-				-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-				-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(54,288	)	$	-	$	-	$	-	$	(54,288	)		$	(61,548	)	$	-	$	-	$	-	$	(61,548	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2009 and 2008 (in thousands) (continued)


	Total 2009															Total 2008
							Plus																Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata				Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation				Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)				(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	932,889		$	38,008		$	262,820		$	5,476		$	1,163,177			$	960,007		$	47,695		$	287,144		$	13,114		$	1,212,570
Exclude straight-line rent adjustment		(14,398	)		-			-			(12	)		(14,410	)			(8,055	)		-			-			(147	)		(8,202	)

Adjusted revenues		918,491			38,008			262,820			5,464			1,148,767				951,952			47,695			287,144			12,967			1,204,368
Operating expenses		532,000			17,578			187,980			430			702,832				593,306			24,338			211,607			1,604			782,179
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		10,372			-			12,750			-			23,122				9,940			-			14,934			-			24,874
Exclude straight-line rent adjustment		(4,857	)		-			-			-			(4,857	)			(4,780	)		-			-			-			(4,780	)
Exclude preference payment		(1,756	)		-			-			-			(1,756	)			(2,744	)		-			-			-			(2,744	)

Adjusted operating expenses		535,759			17,578			200,730			430			719,341				595,722			24,338			226,541			1,604			799,529
Add interest and other income		23,924			543			2,866			-			26,247				27,976			1,420			3,685			136			30,377
Add equity in earnings (loss), including impairment of unconsolidated entities		(45,140	)		(81	)		46,107			-			1,048				(18,787	)		(17	)		19,820			-			1,050
Exclude gain on dispositon of unconsolidated entities		(4,498	)		-			4,498			-			-				(1,081	)		-			1,081			-			-
Exclude impairment of unconsolidated entities		34,663			-			(34,663	)		-			-				6,026			-			(6,026	)		-			-
Exclude depreciation and amortization of unconsolidated entities		32,701			-			(32,701	)		-			-				26,497			-			(26,497	)		-			-

Net operating income		424,382			20,892			48,197			5,034			456,721				396,861			24,760			52,666			11,499			436,266
Interest expense		258,434			10,832			49,895			2,184			299,681				259,450			10,359			52,407			5,721			307,219
(Gain) loss on early extinguishment of debt		(37,965	)		-			(1,698	)		-			(39,663	)			1,539			119			51			-			1,471
Preferred return on disposition		-			-			-			-			-				208			-			(208	)		-			-
Noncontrolling interest in earnings before depreciation and amortization		10,060			10,060			-			-			-				14,282			14,282			-			-			-
Exclude retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				(1,160	)		-			-			-			(1,160	)
Add: Pre-Tax EBDT from discontinued operations		2,850			-			-			(2,850	)		-				5,778			-			-			(5,778	)		-

Pre-Tax EBDT		196,703			-			-			-			196,703				128,736			-			-			-			128,736
Income tax expense (benefit)		(25,996	)		-			-			-			(25,996	)			(19,699	)		-			-			-			(19,699	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	222,699		$	-		$	-		$	-		$	222,699			$	148,435		$	-		$	-		$	-		$	148,435

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	222,699		$	-		$	-		$	-		$	222,699			$	148,435		$	-		$	-		$	-		$	148,435
Depreciation and amortization - Real Estate Groups		(217,089	)		-			-			(1,347	)		(218,436	)			(210,262	)		-			-			(3,911	)		(214,173	)
Amortization of mortgage procurement costs - Real Estate Groups		(11,683	)		-			-			(50	)		(11,733	)			(9,670	)		-			-			(339	)		(10,009	)
Deferred taxes - Real Estate Groups		(13,126	)		-			-			(474	)		(13,600	)			7,387			-			-			(1,284	)		6,103
Straight-line rent adjustment		9,541			-			-			12			9,553				3,275			-			-			147			3,422
Preference payment		(1,756	)		-			-			-			(1,756	)			(2,744	)		-			-			-			(2,744	)
Preferred return on disposition, net of tax		-			-			-			-			-				(128	)		-			-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		-			-			2,753			2,784			5,537				92			-			663			5,294			6,049
Gain on disposition of unconsolidated entities, net of tax		2,753			-			(2,753	)		-			-				663			-			(663	)		-			-
Impairment of real estate, net of tax		(1,913	)		-			(21,219	)		(5,984	)		(29,116	)			-			-			(3,698	)		-			(3,698	)
Impairment of unconsolidated entities, net of tax		(21,219	)		-			21,219			-			-				(3,698	)		-			3,698			-			-
Retrospective adoption of accounting guidance for convertible debt instruments		-			-			-			-			-				(1,160	)		-			-			-			(1,160	)
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(1,347	)		-			-			1,347			-				(3,911	)		-			-			3,911			-
Amortization of mortgage procurement costs - Real Estate Groups		(50	)		-			-			50			-				(339	)		-			-			339			-
Deferred taxes - Real Estate Groups		(474	)		-			-			474			-				(1,284	)		-			-			1,284			-
Straight-line rent adjustment		12			-			-			(12	)		-				147			-			-			(147	)		-
Gain on disposition of rental properties		2,784			-			-			(2,784	)		-				5,294			-			-			(5,294	)		-
Impairment of real estate, net of tax		(5,984	)		-			-			5,984			-				-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(36,852	)	$	-		$	-		$	-		$	(36,852	)		$	(67,903	)	$	-		$	-		$	-		$	(67,903	)

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FOREST CITY ENTERPRISES INC Reports