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

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8-K - FORM 8-K - FOREST CITY ENTERPRISES INC	l41268e8vk.htm

Exhibit 99.1

Forest City Enterprises, Inc.

Supplemental Package

Three and Nine Months Ended October 31, 2010 and 2009

Forest City Enterprises, Inc. and Subsidiaries
Three and Nine Months Ended October 31, 2010 and 2009

Supplemental Package

NYSE: FCEA, FCEB

Index


Corporate Overview			2-3

Selected Financial Information
Forest City Enterprises, Inc.
Consolidated Balance Sheet Information			4-7
Consolidated Earnings Information			8-11

Supplemental Operating Information
Occupancy Data			12
Comparable Net Operating Income (NOI)			13
Comparable NOI Detail			14-15
NOI By Product Type			16
NOI By Core Market			17
Reconciliation of NOI to Net Earnings (Loss)			18-19
Results of Operations Discussion			20-23
EBDT Bridge			24-25
Reconciliation of Net Earnings (Loss) to EBDT			26-27
Schedules of Lease Expirations			28-29
Schedules of Significant Tenants			30-31
Openings and Acquisitions			32
Projects Under Construction			33-34
Projects Under Development			35
Military Housing			36
Land Held for Development or Sale			37

Supplemental Financial Information
Projects under Construction and Development Debt and Non-Recourse Debt			38
Scheduled Maturities Table			39-40
Upcoming Maturities Summary			41
Investments in and Advances to Affiliates			42-45
Summary of EBDT			46-57

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, 2010 and other factors that might cause differences, some of which could be material, include, but are not limited to, the impact of current lending and capital market conditions on our liquidity, ability to finance or refinance projects and repay our debt, the impact of the current economic environment on the ownership, development and management of our real estate portfolio, general real estate investment and development risks, 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 the sale of tax credits, 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 Financial and 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 strategic 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. 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 other reportable segments of the Company.

We have approximately $11.8 billion of assets in 27 states and the District of Columbia at October 31, 2010. Our core markets include Boston, the state of California, Chicago, Denver, New York City/Philadelphia metropolitan area and the Greater Washington, D.C./Baltimore metropolitan area. Our core markets account for approximately 77 percent of the cost of our real estate portfolio at October 31, 2010. 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, 2010. 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%. Effective February 1, 2010, we adopted new accounting guidance on consolidation of VIEs that changes the approach on evaluating VIEs for consolidation. The impact of the new GAAP guidance was to consolidate one previously unconsolidated entity and deconsolidate a total of nine previously consolidated entities. The new guidance does not impact pro-rata consolidation. 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, 2010 on pages 58-68.

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, a measure of performance used by publicly traded Real Estate Investment Trusts, 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 22-27.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial and Operating Information

Supplemental Operating Information

The operating information contained in this document includes: occupancy data, comparable NOI, NOI by product type and core market, reconciliation of NOI to net earnings (loss), results of operations discussion, EBDT bridge, reconciliation of net earnings (loss) to EBDT, retail and office lease expirations, significant retail and office tenants, our development pipeline, and land held for development or sale. 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, 2010 and 2009.

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 on pages 22-23), 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 a reconciliation of NOI to net earnings (loss) for each strategic business unit are provided on pages 18-19 and 46-57 of this document. A reconciliation from NOI to comparable NOI can be found on pages 14-15.

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, 2010, as amended on Form 10-K/A filed April 28, 2010 and September 17, 2010 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 or by visiting www.shareowneronline.com.

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Forest City Enterprises, Inc. and Subsidiaries
Selected 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, 2010 (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

1,637,987

24,248

821,842

2,435,581

Commercial

Retail centers

3,291,208

113,200

734,896

3,912,904

Office and other buildings

3,297,471

252,021

379,894

3,425,344

Corporate and other equipment

9,752

9,753

Total completed rental properties

8,236,418

389,469

1,936,633

9,783,582

Projects under construction

Residential

732,506

203,472

6,825

535,859

Commercial

Retail centers

677,348

534

35,047

711,861

Office and other buildings

287,225

190,150

746

97,821

Total projects under construction

1,697,079

394,156

42,618

1,345,541

Projects under development

Residential

668,970

212,271

6,118

462,817

Commercial

Retail centers

20,804

10,930

31,635

Office and other buildings

229,712

55,189

7,328

181,851

Total projects under development

919,486

267,559

24,376

676,303

Total projects under construction and development

2,616,565

661,715

66,994

2,021,844

Land held for development or sale

229,450

12,626

113,172

329,996

Total Real Estate

11,082,433

1,063,810

2,116,799

12,135,422

Less accumulated depreciation

(1,575,361

)

(61,308

)

(411,889

)

(1,925,942

)

Real Estate, net

9,507,072

1,002,502

1,704,910

10,209,480

Cash and equivalents

190,240

17,184

48,608

221,664

Restricted cash and escrowed funds

781,214

277,765

79,914

583,363

Notes and accounts receivable, net

385,020

18,341

90,280

456,959

Investments in and advances to affiliates

166,943

(241,598

)

(140,226

)

268,315

Lease and mortgage procurement costs, net

374,336

31,394

32,967

375,909

Prepaid expenses and other deferred costs, net

238,674

36,184

39,310

241,800

Intangible assets, net

154,118

1,293

155,411

Total Assets

11,797,617

1,141,772

1,857,056

12,512,901

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet Information – October 31, 2010 (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 and notes payable, nonrecourse

Completed rental properties

Residential

1,057,308

16,483

672,566

1,713,391

Commercial

Retail centers

2,468,499

119,807

624,792

2,973,484

Office and other buildings

2,356,959

216,808

304,407

2,444,558

Total completed rental properties

5,882,766

353,098

1,601,765

7,131,433

Projects under construction

Residential

717,700

203,680

38,619

552,639

Commercial

Retail centers

372,138

Office and other buildings

93,291

68,284

25,007

Total projects under construction

1,183,129

271,964

38,619

949,784

Projects under development

Residential

155,003

61,760

93,243

Commercial

Retail centers

Office and other buildings

42,500

17,000

2,887

28,387

Total projects under development

197,503

78,760

2,887

121,630

Total projects under construction and development

1,380,632

350,724

41,506

1,071,414

Land held for development or sale

60,331

4,300

51,267

107,298

Total Mortgage debt and notes payable, nonrecourse

7,323,729

708,122

1,694,538

8,310,145

Bank revolving credit facility

125,602

Senior and subordinated debt

883,245

Construction payables

179,774

36,056

5,229

148,947

Accounts payable and accrued expenses

706,689

35,780

137,212

808,121

Accrued derivative liability

188,531

4,433

20,077

204,175

Deferred income taxes

478,139

Total Liabilities

9,885,709

784,391

1,857,056

10,958,374

Redeemable Noncontrolling Interest

225,502

Equity

Shareholders’ Equity

Shareholders’ equity before accumulated other comprehensive loss

1,487,107

Accumulated other comprehensive loss

(118,601

)

(118,601

)

Total Shareholders’ Equity

1,368,506

Noncontrolling interest

317,900

131,879

186,021

Total Equity

1,686,406

131,879

1,554,527

Total Liabilities and Equity

11,797,617

1,141,772

1,857,056

12,512,901

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet Information – January 31, 2010 (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	$	1,740,394		$	41,236		$	688,409		$	2,387,567

Commercial

Retail centers		3,359,953			120,351			472,914			3,712,516

Office and other buildings		3,369,719			129,484			207,127			3,447,362

Corporate and other equipment		9,736			-			1			9,737

Total completed rental properties		8,479,802			291,071			1,368,451			9,557,182


Projects under construction

Residential		787,203			176,467			8,307			619,043

Commercial

Retail centers		782,902			67,826			203,009			918,085

Office and other buildings		263,457			132,156			66,059			197,360

Total projects under construction		1,833,562			376,449			277,375			1,734,488

Projects under development

Residential		562,781			167,290			7,965			403,456

Commercial

Retail centers		21,016			101			10,868			31,783

Office and other buildings		223,811			56,279			9,212			176,744

Total projects under development		807,608			223,670			28,045			611,983

Total projects under construction and development		2,641,170			600,119			305,420			2,346,471

Land held for development or sale		219,807			11,674			116,863			324,996

Total Real Estate		11,340,779			902,864			1,790,734			12,228,649

Less accumulated depreciation		(1,593,658	)		(57,756	)		(326,169	)		(1,862,071	)

Real Estate, net		9,747,121			845,108			1,464,565			10,366,578


Cash and equivalents		251,405			6,681			30,280			275,004

Restricted cash and escrowed funds		427,921			90,951			68,406			405,376

Notes and accounts receivable, net		388,536			22,173			71,203			437,566

Investments in and advances to affiliates		265,343			(159,978	)		(65,246	)		360,075

Lease and mortgage procurement costs, net		413,421			32,271			24,868			406,018

Prepaid expenses and other deferred costs, net		279,735			38,705			46,138			287,168

Intangible assets, net		143,229			-			1,310			144,539


Total Assets	$	11,916,711		$	875,911		$	1,641,524		$	12,682,324

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet Information – January 31, 2010 (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 and notes payable, nonrecourse

Completed rental properties

Residential	$	1,234,111		$	33,596	$	558,891		$	1,759,406

Commercial

Retail centers		2,511,424			119,544		437,825			2,829,705

Office and other buildings		2,480,883			100,267		145,225			2,525,841

Total completed rental properties		6,226,418			253,407		1,141,941			7,114,952


Projects under construction

Residential		499,952			144,993		35,242			390,201

Commercial

Retail centers		440,450			40,090		178,935			579,295

Office and other buildings		190,990			101,058		1,574			91,506

Total projects under construction		1,131,392			286,141		215,751			1,061,002

Projects under development

Residential		148,747			61,353		-			87,394

Commercial

Retail centers		-			-		-			-

Office and other buildings		48,932			17,360		61,148			92,720

Total projects under development		197,679			78,713		61,148			180,114

Total projects under construction and development		1,329,071			364,854		276,899			1,241,116

Land held for development or sale		64,384			4,348		55,107			115,143

Total Mortgage debt and notes payable, nonrecourse		7,619,873			622,609		1,473,947			8,471,211

Bank revolving credit facility		83,516			-		-			83,516

Senior and subordinated debt		1,076,424			-		-			1,076,424

Construction payables		218,072			26,666		47,284			238,690

Accounts payable and accrued expenses		784,090			45,950		104,663			842,803

Accrued derivative liability		192,526			11,326		16,463			197,663

Deferred income taxes		437,370			-		-			437,370

Total Liabilities		10,411,871			706,551		1,642,357			11,347,677


Equity

Shareholders’ Equity

Shareholders’ equity before accumulated other comprehensive loss		1,235,892			-		-			1,235,892

Accumulated other comprehensive loss		(87,266	)		-		-			(87,266	)

Total Shareholders’ Equity		1,148,626			-		-			1,148,626


Noncontrolling interest		356,214			169,360		(833	)		186,021


Total Equity		1,504,840			169,360		(833	)		1,334,647


Total Liabilities and Equity	$	11,916,711		$	875,911	$	1,641,524		$	12,682,324

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Earnings Information – Three Months Ended October 31, 2010 (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	$	303,299		$	17,788		$	83,098		$	311		$	368,920


Expenses

Operating expenses		169,773			9,469			36,568			156			197,028

Depreciation and amortization		63,177			2,415			13,322			20			74,104

Impairment of real estate		39,896			1,526			21,564			-			59,934

		272,846			13,410			71,454			176			331,066


Interest expense		(78,403	)		(4,990	)		(19,838	)		(52	)		(93,303	)

Amortization of mortgage procurement costs		(3,909	)		(431	)		(549	)		(2	)		(4,029	)

Gain (loss) on early extinguishment of debt		2,460			247			(25	)		-			2,188


Interest and other income		11,920			992			525			-			11,453

Net gain (loss) on disposition of rental properties		(2,257	)		-			8,658			(1,428	)		4,973


Earnings (loss) before income taxes		(39,736	)		196			415			(1,347	)		(40,864	)


Income tax expense (benefit)

Current		(7,514	)		-			-			(321	)		(7,835	)

Deferred		14,318			-			-			(317	)		14,001

		6,804			-			-			(638	)		6,166


Equity in earnings (loss), including impairment of unconsolidated entities		668			14			(415	)		-			239


Earnings (loss) from continuing operations		(45,872	)		210			-			(709	)		(46,791	)


Discontinued operations, net of tax:

Operating earnings from rental properties		49			-			-			(49	)		-

Loss on disposition of rental properties		(758	)		-			-			758			-

		(709	)		-			-			709			-


Net earnings (loss)		(46,581	)		210			-			-			(46,791	)


Noncontrolling Interests

Earnings from continuing operations attributable to noncontrolling interests		(210	)		(210	)		-			-			-


Net loss attributable to Forest City Enterprises, Inc.	$	(46,791	)	$	-		$	-		$	-		$	(46,791	)


Preferred dividends		(3,850	)		-			-			-			(3,850	)

Net loss attributable to Forest City Enterprises, Inc. common shareholders	$	(50,641	)	$	-		$	-		$	-		$	(50,641	)

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Earnings Information – Nine Months Ended October 31, 2010 (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

891,898

49,412

236,733

3,651

1,082,870

Expenses

Operating expenses

507,333

26,938

130,011

2,221

612,627

Depreciation and amortization

185,637

6,764

37,835

770

217,478

Impairment of real estate

86,406

1,526

36,745

121,625

779,376

35,228

204,591

2,991

951,730

Interest expense

(249,058

)

(15,008

)

(58,956

)

(236

)

(293,242

)

Amortization of mortgage procurement costs

(10,146

)

(1,092

)

(1,700

)

(39

)

(10,793

)

Gain (loss) on early extinguishment of debt

10,653

247

(25

)

10,381

Interest and other income

34,967

2,024

15,285

48,232

Net gain on disposition of rental properties

202,878

7,828

565

211,271

Net gain on disposition of partial interests in other investment

55,112

23,675

31,437

Earnings (loss) before income taxes

156,928

24,030

(5,426

)

954

128,426

Income tax expense (benefit)

Current

4,380

(541

)

3,839

Deferred

57,484

916

58,400

61,864

375

62,239

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

(17,452

)

(6,332

)

5,426

(5,694

)

Earnings from continuing operations

77,612

17,698

579

60,493

Discontinued operations, net of tax:

Operating earnings from rental properties

244

(238

)

Gain on disposition of rental properties

4,552

4,211

(341

)

4,796

4,217

(579

)

Net earnings

82,408

21,915

60,493

Noncontrolling Interests

Earnings from continuing operations attributable to noncontrolling interests

(17,698

)

(17,698

)

Earnings from discontinued operations attributable to noncontrolling interests

(4,217

)

(4,217

)

(21,915

)

(21,915

)

Net earnings attributable to Forest City Enterprises, Inc.

60,493

Preferred dividends

(7,957

)

(7,957

)

Net earnings attributable to Forest City Enterprises, Inc. common shareholders

52,536

Forest City Enterprises, Inc. and Subsidiaries
Selected 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	$	304,156		$	12,370		$	68,384		$	3,555		$	363,725

Expenses

Operating expenses		170,619			6,234			51,910			1,058			217,353

Depreciation and amortization		65,822			1,669			12,146			748			77,047

Impairment of real estate		549			-			13,200			9,775			23,524

		236,990			7,903			77,256			11,581			317,924


Interest expense		(87,727	)		(4,027	)		(17,121	)		(633	)		(101,454	)

Amortization of mortgage procurement costs		(3,543	)		(126	)		(606	)		(26	)		(4,049	)

Gain on early extinguishment of debt		28,902			-			1,874			-			30,776

Interest and other income		5,522			200			7,805			-			13,127

Gain on disposition of rental properties		-			-			4,498			-			4,498


Earnings (loss) before income taxes		10,320			514			(12,422	)		(8,685	)		(11,301	)


Income tax expense (benefit)

Current		4,054			-			-			(3,082	)		972

Deferred		(7,003	)		-			-			(287	)		(7,290	)

		(2,949	)		-			-			(3,369	)		(6,318	)


Equity in earnings (loss), including impairment of unconsolidated entities		(11,836	)		(13	)		12,422			-			599


Earnings (loss) from continuing operations		1,433			501			-			(5,316	)		(4,384	)

Discontinued operations, net of tax:

Operating earnings from rental properties		680			12			-			(668	)		-

Impairment of real estate		(5,984	)		-			-			5,984			-

		(5,304	)		12			-			5,316			-


Net earnings (loss)		(3,871	)		513			-			-			(4,384	)

Noncontrolling Interests

Earnings from continuing operations attributable to noncontrolling interests		(501	)		(501	)		-			-			-

Earnings from discontinued operations attributable to noncontrolling interests		(12	)		(12	)		-			-			-

		(513	)		(513	)		-			-			-


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


Preferred dividends		-			-			-			-			-

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

Forest City Enterprises, Inc. and Subsidiaries
Selected 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	$	927,027		$	37,777		$	232,120		$	11,107		$	1,132,477

Expenses

Operating expenses		528,818			17,455			187,980			3,489			702,832

Depreciation and amortization		197,945			3,354			43,562			3,003			241,156

Impairment of real estate		3,124			-			34,663			9,775			47,562

		729,887			20,809			266,205			16,267			991,550


Interest expense		(257,974	)		(10,814	)		(49,895	)		(2,626	)		(299,681	)

Amortization of mortgage procurement costs		(10,585	)		(448	)		(1,889	)		(109	)		(12,135	)

Gain on early extinguishment of debt		37,965			-			1,698			-			39,663

Interest and other income		23,924			543			33,566			-			56,947

Gain on disposition of rental properties		-			-			4,498			4,548			9,046


Earnings (loss) before income taxes		(9,530	)		6,249			(46,107	)		(3,347	)		(65,233	)


Income tax expense (benefit)

Current		(9,393	)		-			-			704			(8,689	)

Deferred		(16,642	)		-			-			(2,002	)		(18,644	)

		(26,035	)		-			-			(1,298	)		(27,333	)


Equity in earnings (loss), including impairment of unconsolidated entities		(45,140	)		(81	)		46,107			-			1,048


Earnings (loss) from continuing operations		(28,635	)		6,168			-			(2,049	)		(36,852	)

Discontinued operations, net of tax:

Operating earnings from rental properties		1,182			31			-			(1,151	)		-

Impairment of real estate		(5,984	)		-			-			5,984			-

Gain on disposition of rental properties		2,784			-			-			(2,784	)		-

		(2,018	)		31			-			2,049			-


Net earnings (loss)		(30,653	)		6,199			-			-			(36,852	)

Noncontrolling Interests

Earnings from continuing operations attributable to noncontrolling interests		(6,168	)		(6,168	)		-			-			-

Earnings from discontinued operations attributable to noncontrolling interests		(31	)		(31	)		-			-			-

		(6,199	)		(6,199	)		-			-			-


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


Preferred dividends		-			-			-			-			-

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

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Occupancy Data - October 31, 2010 and 2009

Retail and office occupancy as of October 31, 2010 and 2009 is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date as of October 31, 2010 and 2009 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, 2010 and 2009 represents total units occupied divided by total units available. Average Occupancy as of October 31, 2010 and 2009 for residential 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, 2010 and 2009.

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

Average

Occupancy

As of

Year-to-Date

As of

Year-to-Date

October 31, 2010

October 31, 2009

Retail

Comparable

90.6%

90.4%

89.6%

Total

90.4%

89.6%

88.4%

Office

Comparable

90.5%

90.3%

89.2%

89.4%

Total

90.3%

90.0%

88.9%

89.1%

Residential ⁽¹⁾

Comparable

94.4%

94.6%

92.8%

91.4%

Total

93.1%

90.6%

91.1%

86.5%

Hotels

Comparable and Total

69.9%

68.5%

Comparable and Total ADR

138.92

139.56

The table below provides occupancy as reported in previous quarters. These amounts may differ from above because the properties that qualify as comparable change from period to period.


Occupancy Recap of Quarterly Supplemental Packages
	Occupancy As of										Average Occupancy Year-to-Date
	October 31,		July 31,		April 30,		January 31,		October 31,		October 31,		July 31,		April 30,		January 31,		October 31,
	2010		2010		2010		2010		2009		2010		2010		2010		2010		2009


Retail

Comparable		90.6%		90.9%		89.7%		90.1%		90.1%		90.4%		90.5%		90.0%		89.9%		90.0%

Total		90.4%		90.7%		88.4%		88.8%		88.4%		89.6%		89.7%		88.6%		88.6%		88.4%

Office

Comparable		90.5%		90.0%		89.8%		90.3%		89.4%		90.3%		90.0%		89.9%		90.1%		89.7%

Total		90.3%		89.9%		89.7%		89.7%		88.9%		90.0%		89.8%		89.7%		89.5%		89.1%

Residential ⁽¹⁾

Comparable		94.4%		93.8%		93.0%		93.7%		92.6%		94.6%		94.1%		93.7%		92.2%		90.4%

Total		93.1%		92.7%		91.1%		92.3%		91.1%		90.6%		93.0%		90.8%		87.8%		86.5%

Hotels

Comparable and Total												69.9%		66.3%		61.0%		69.1%		68.5%

Comparable and Total ADR											$	138.92	$	139.24	$	135.43	$	140.01	$	139.56

(1) Excludes military housing units.

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, 2010 and 2009. The schedules below present Pro-Rata Comparable NOI for the three and nine months ended October 31, 2010. The following schedules on pages 14-15 present comparable NOI for each of our major product lines, as well as strategic business units under which these product lines operate. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on pages 18-19. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 46-57.

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


	Three Months Ended			Nine Months Ended
	October 31, 2010			October 31, 2010

Retail		4.1%			2.2%

Office		2.2%			1.9%

Residential		4.8%			4.1%

Hotel		(20.3%	)		(1.5%	)

Total		2.7%			2.4%

The tables below provide the percentage change of Comparable Net Operating Income (NOI) as reported in previous quarters. GAAP reconciliations for previous quarters can be found in prior supplemental packages.


Quarterly Historical Trends
	Three Months Ended
	October 31, 2010			July 31, 2010		April 30, 2010			January 31, 2010			October 31, 2009

Retail		4.1%			3.2%		(1.5%	)		(3.9%	)		(1.7%	)

Office		2.2%			1.6%		0.8%			4.3%			5.6%

Residential		4.8%			3.8%		2.8%			(2.7%	)		(3.9%	)

Hotel		(20.3%	)		7.9%		52.6%			(1.1%	)		6.2%

Total		2.7%			2.9%		0.6%			(0.5%	)		0.8%


Annual Historical Trends
	Years Ended
	January 31, 2010			January 31, 2009			January 31, 2008

Retail		(3.9%	)		0.3%			6.9%

Office		5.4%			1.2%			2.1%

Residential		(2.8%	)		0.2%			4.2%

Hotel		(9.9%	)		(4.9%	)		4.9%

Total		(0.8%	)		0.4%			4.6%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


	Net Operating Income (dollars in thousands)
	Three Months Ended October 31, 2010														Three Months Ended October 31, 2009														% 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	$	60,883		$	2,743		$	5,467		$	-	$	63,607		$	58,326		$	2,791		$	5,538		$	-	$	61,073			4.4%			4.1%

Total		69,908			2,749			5,443			145		72,747			62,780			2,878			5,598			151		65,651

Office Buildings

Comparable		59,933			2,692			4,752			-		61,993			61,311			2,686			2,021			-		60,646			(2.2%	)		2.2%

Total		67,192			5,659			3,335			-		64,868			61,912			2,549			2,021			-		61,384

Hotels

Comparable		3,990			-			372			-		4,362			5,060			-			413			-		5,473			(21.1%	)		(20.3%	)

Total		3,990			-			372			-		4,362			5,060			-			413			-		5,473

Earnings from Commercial

Land Sales		1,470			-			-			-		1,470			1,089			-			-			-		1,089

Other ⁽¹⁾		(2,183	)		2			1,968			-		(217	)		(1,824	)		(38	)		(789	)		-		(2,575	)


Total Commercial Group

Comparable		124,806			5,435			10,591			-		129,962			124,697			5,477			7,972			-		127,192			0.1%			2.2%

Total		140,377			8,410			11,118			145		143,230			129,017			5,389			7,243			151		131,022

Residential Group

Apartments

Comparable		26,649			1,003			6,805			-		32,451			25,991			(25	)		4,955			-		30,971			2.5%			4.8%

Total		30,099			675			8,048			-		37,472			28,921			690			6,993			2,334		37,558

Military Housing

Comparable		-			-			-			-		-			-			-			-			-		-

Total		6,821			(37	)		376			-		7,234			7,918			110			279			-		8,087

Other ⁽¹⁾		1,296			135			(30	)		-		1,131			(4,447	)		7			-			-		(4,454	)


Total Residential Group

Comparable		26,649			1,003			6,805			-		32,451			25,991			(25	)		4,955			-		30,971			2.5%			4.8%

Total		38,216			773			8,394			-		45,837			32,392			807			7,272			2,334		41,191

Total Rental Properties

Comparable		151,455			6,438			17,396			-		162,413			150,688			5,452			12,927			-		158,163			0.5%			2.7%

Total		178,593			9,183			19,512			145		189,067			161,409			6,196			14,515			2,485		172,213

Land Development Group		663			142			351			-		872			(1,130	)		127			(1,767	)		-		(3,024	)

The Nets

Operations		(415	)		-			-			-		(415	)		(10,853	)		-			2,499			-		(8,354	)

Gain on disposition of partial interest		-			-			-			-		-			-			-			-			-		-

Total		(415	)		-			-			-		(415	)		(10,853	)		-			2,499			-		(8,354	)

Corporate Activities		(9,206	)		-			-			-		(9,206	)		(9,240	)		-			-			-		(9,240	)


Grand Total	$	169,635		$	9,325		$	19,863		$	145	$	180,318		$	140,186		$	6,323		$	15,247		$	2,485	$	151,595

(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 for the three months ended October 31, 2010 were $641 at full consolidation and $984 at pro-rata consolidation compared to $3,758 for the three months ended October 31, 2009 at both full and pro-rata consolidation.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


	Net Operating Income (dollars in thousands)
	Nine Months Ended October 31, 2010													Nine Months Ended October 31, 2009														% 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	$	177,540		$	8,451		$	16,202	$	-	$	185,291		$	172,457		$	7,728		$	16,592		$	-	$	181,321			2.9%			2.2%

Total		198,233			8,461			16,702		506		206,980			189,113			8,742			16,770			971		198,112

Office Buildings

Comparable		178,928			8,140			13,580		-		184,368			182,569			7,791			6,092			-		180,870			(2.0%	)		1.9%

Total		194,786			14,379			9,653		-		190,060			192,565			7,838			6,092			-		190,819

Hotels

Comparable		9,530			-			1,109		-		10,639			9,671			-			1,132			-		10,803			(1.5%	)		(1.5%	)

Total		9,530			-			1,109		-		10,639			9,671			-			1,132			-		10,803

Earnings from Commercial

Land Sales		4,371			14			-		-		4,357			5,560			476			-			-		5,084

Other ⁽¹⁾		(7,282	)		(729	)		5,163		-		(1,390	)		(11,993	)		521			(1,512	)		-		(14,026	)


Total Commercial Group

Comparable		365,998			16,591			30,891		-		380,298			364,697			15,519			23,816			-		372,994			0.4%			2.0%

Total		399,638			22,125			32,627		506		410,646			384,916			17,577			22,482			971		390,792

Residential Group

Apartments

Comparable		75,283			2,124			20,385		-		93,544			76,845			1,763			14,759			-		89,841			(2.0%	)		4.1%

Total		84,778			2,059			23,453		900		107,072			89,603			2,887			20,905			6,593		114,214

Military Housing

Comparable		-			-			-		-		-			-			-			-			-		-

Total		19,824			(37	)		1,125		-		20,986			28,902			148			733			-		29,487

Other ⁽¹⁾		(1,033	)		(86	)		427		-		(520	)		(21,623	)		(5	)		231			-		(21,387	)


Total Residential Group

Comparable		75,283			2,124			20,385		-		93,544			76,845			1,763			14,759			-		89,841			(2.0%	)		4.1%

Total		103,569			1,936			25,005		900		127,538			96,882			3,030			21,869			6,593		122,314

Total Rental Properties

Comparable		441,281			18,715			51,276		-		473,842			441,542			17,282			38,575			-		462,835			(0.1%	)		2.4%

Total		503,207			24,061			57,632		1,406		538,184			481,798			20,607			44,351			7,564		513,106

Land Development Group		2,337			348			203		-		2,192			1,642			177			(1,602	)		-		(137	)

The Nets

Operations		(18,006	)		(6,243	)		1,146		-		(10,617	)		(29,841	)		-			5,448			-		(24,393	)

Gain on disposition of partial interest		55,112			23,675			-		-		31,437			-			-			-			-		-

Total		37,106			17,432			1,146		-		20,820			(29,841	)		-			5,448			-		(24,393	)

Corporate Activities		(30,353	)		-			-		-		(30,353	)		(31,855	)		-			-			-		(31,855	)


Grand Total	$	512,297		$	41,841		$	58,981	$	1,406	$	530,843		$	421,744		$	20,784		$	48,197		$	7,564	$	456,721

(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 for the nine months ended October 31, 2010 were $678 at full consolidation and $3,578 at pro-rata consolidation compared to $21,398 for the nine months ended October 31, 2009 at both full and pro-rata consolidation.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Net Operating Income by Product Type

Pro-Rata Consolidation (dollars in thousands)

Nine Months Ended October 31, 2010


NOI by Product Type:	$	542,286
The Nets
Operations		(10,617	)
Gain on disposition of partial interest		31,437

Total Nets		20,820

Corporate Activities		(30,353	)
Other ⁽¹⁾		(1,910	)

Grand Total NOI	$	530,843

Nine Months Ended October 31, 2009


NOI by Product Type:	$	548,382
The Nets
Operations		(24,393	)
Gain on disposition of partial interest		-

Total Nets		(24,393	)

Corporate Activities		(31,855	)
Other ⁽¹⁾		(35,413	)

Grand Total NOI	$	456,721

⁽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.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Net Operating Income by Core Market

Pro-Rata Consolidation (dollars in thousands)

Nine Months Ended October 31, 2010


NOI by Market:	$	542,286
The Nets
Operations		(10,617	)
Gain on disposition of partial interest		31,437

Total Nets		20,820

Corporate Activities		(30,353	)
Other ⁽¹⁾		(1,910	)

Grand Total NOI	$	530,843

Nine Months Ended October 31, 2009


NOI by Market:	$	548,382
The Nets
Operations		(24,393	)
Gain on disposition of partial interest		-

Total Nets		(24,393	)

Corporate Activities		(31,855	)
Other ⁽¹⁾		(35,413	)

Grand Total NOI	$	456,721

⁽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.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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


	Three Months Ended October 31, 2010															Three Months Ended October 31, 2009
							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	$	303,299		$	17,788		$	83,098		$	311		$	368,920		$	304,156		$	12,370		$	68,384		$	3,555		$	363,725
Exclude straight-line rent adjustment (1)		(4,084	)		-			-			(10	)		(4,094	)		(4,762	)		-			-			(12	)		(4,774	)

Adjusted revenues		299,215			17,788			83,098			301			364,826			299,394			12,370			68,384			3,543			358,951

Add interest and other income		11,920			992			525			-			11,453			5,522			200			7,805			-			13,127
Add equity in earnings (loss), including impairment of unconsolidated entities		668			14			(415	)		-			239			(11,836	)		(13	)		12,422			-			599
Exclude gain on disposition of unconsolidated entities		(8,658	)		-			8,658			-			-			(4,498	)		-			4,498			-			-
Exclude impairment of unconsolidated real estate		21,564			-			(21,564	)		-			-			13,200			-			(13,200	)		-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		13,871			-			(13,871	)		-			-			10,240			-			(10,240	)		-			-

Adjusted total income		338,580			18,794			56,431			301			376,518			312,022			12,557			69,669			3,543			372,677


Operating expenses		169,773			9,469			36,568			156			197,028			170,619			6,234			51,910			1,058			217,353
Add back non-Real Estate depreciation and amortization (b)		1,184			-			-			-			1,184			3,412			-			2,351			-			5,763
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			-			-			-			-			-			161			-			161
Exclude straight-line rent adjustment (2)		(1,427	)		-			-			-			(1,427	)		(1,610	)		-			-			-			(1,610	)
Exclude preference payment		(585	)		-			-			-			(585	)		(585	)		-			-			-			(585	)

Adjusted operating expenses		168,945			9,469			36,568			156			196,200			171,836			6,234			54,422			1,058			221,082

Net operating income		169,635			9,325			19,863			145			180,318			140,186			6,323			15,247			2,485			151,595

Interest expense		(78,403	)		(4,990	)		(19,838	)		(52	)		(93,303	)		(87,727	)		(4,027	)		(17,121	)		(633	)		(101,454	)

Gain (loss) on early extinguishment of debt		2,460			247			(25	)		-			2,188			28,902			-			1,874			-			30,776

Equity in earnings (loss), including impairment of unconsolidated entities		(668	)		(14	)		415			-			(239	)		11,836			13			(12,422	)		-			(599	)

Gain on disposition of unconsolidated entities		8,658			-			-			-			8,658			4,498			-			-			-			4,498

Impairment of unconsolidated real estate		(21,564	)		-			-			-			(21,564	)		(13,200	)		-			-			-			(13,200	)

Depreciation and amortization of unconsolidated entities (see above)		(13,871	)		-			13,871			-			-			(10,240	)		-			10,240			-			-

Net gain on disposition of rental properties and partial interests in rental properties		(2,257	)		-			-			(1,428	)		(3,685	)		-			-			-			-			-

Impairment of consolidated real estate		(39,896	)		(1,526	)		-			-			(38,370	)		(549	)		-			-			(9,775	)		(10,324	)

Depreciation and amortization - Real Estate Groups (a)		(61,993	)		(2,415	)		(13,322	)		(20	)		(72,920	)		(62,410	)		(1,669	)		(9,795	)		(748	)		(71,284	)

Amortization of mortgage procurement costs - Real Estate Groups (c)		(3,909	)		(431	)		(549	)		(2	)		(4,029	)		(3,543	)		(126	)		(445	)		(26	)		(3,888	)

Straight-line rent adjustment (1) + (2)		2,657			-			-			10			2,667			3,152			-			-			12			3,164

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


Earnings (loss) before income taxes		(39,736	)		196			415			(1,347	)		(40,864	)		10,320			514			(12,422	)		(8,685	)		(11,301	)

Income tax provision		(6,804	)		-			-			638			(6,166	)		2,949			-			-			3,369			6,318

Equity in earnings (loss), including impairment of unconsolidated entities		668			14			(415	)		-			239			(11,836	)		(13	)		12,422			-			599


Earnings (loss) from continuing operations		(45,872	)		210			-			(709	)		(46,791	)		1,433			501			-			(5,316	)		(4,384	)

Discontinued operations, net of tax		(709	)		-			-			709			-			(5,304	)		12			-			5,316			-


Net earnings (loss)		(46,581	)		210			-			-			(46,791	)		(3,871	)		513			-			-			(4,384	)

Noncontrolling interests

Earnings from continuing operations attributable to noncontrolling interests		(210	)		(210	)		-			-			-			(501	)		(501	)		-			-			-

Earnings from discontinued operations attributable to noncontrolling interests		-			-			-			-			-			(12	)		(12	)		-			-			-


Noncontrolling interests		(210	)		(210	)		-			-			-			(513	)		(513	)		-			-			-


Net loss attributable to Forest City Enterpirses, Inc.	$	(46,791	)	$	-		$	-		$	-		$	(46,791	)	$	(4,384	)	$	-		$	-		$	-		$	(4,384	)




Preferred dividends		(3,850	)		-			-			-			(3,850	)		-			-			-			-			-


Net loss attributable to Forest City Enterpirses, Inc. common shareholders	$	(50,641	)	$	-		$	-		$	-		$	(50,641	)	$	(4,384	)	$	-		$	-		$	-		$	(4,384	)


(a) Depreciation and amortization - Real Estate Groups	$	61,993		$	2,415		$	13,322		$	20		$	72,920		$	62,410		$	1,669		$	9,795		$	748		$	71,284

(b) Depreciation and amortization - Non-Real Estate		1,184			-			-			-			1,184			3,412			-			2,351			-			5,763

Total depreciation and amortization	$	63,177		$	2,415		$	13,322		$	20		$	74,104		$	65,822		$	1,669		$	12,146		$	748		$	77,047

(c) Amortization of mortgage procurement costs - Real Estate Groups	$	3,909		$	431		$	549		$	2		$	4,029		$	3,543		$	126		$	445		$	26		$	3,888
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			-			-			-			-			-			161			-			161

Total amortization of mortgage procurement costs	$	3,909		$	431		$	549		$	2		$	4,029		$	3,543		$	126		$	606		$	26		$	4,049

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, 2010															Nine Months Ended October 31, 2009
							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	$	891,898		$	49,412		$	236,733		$	3,651		$	1,082,870		$	927,027		$	37,777		$	232,120		$	11,107		$	1,132,477
Exclude straight-line rent adjustment (1)		(14,305	)		-			-			(28	)		(14,333	)		(14,356	)		-			-			(54	)		(14,410	)

Adjusted revenues		877,593			49,412			236,733			3,623			1,068,537			912,671			37,777			232,120			11,053			1,118,067

Add interest and other income		34,967			2,024			15,285			4			48,232			23,924			543			33,566			-			56,947

Add gain on disposition of partial interests in other investment - Nets		55,112			23,675			-			-			31,437			-			-			-			-			-
Add equity in earnings (loss), including impairment of unconsolidated entities		(17,452	)		(6,332	)		5,426			-			(5,694	)		(45,140	)		(81	)		46,107			-			1,048
Exclude gain on disposition of unconsolidated entities		(7,828	)		-			7,828			-			-			(4,498	)		-			4,498			-			-
Exclude impairment of unconsolidated real estate		36,745			-			(36,745	)		-			-			34,663			-			(34,663	)		-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		38,588			-			(38,588	)		-			-			32,701			-			(32,701	)		-			-

Adjusted total income		1,017,725			68,779			189,939			3,627			1,142,512			954,321			38,239			248,927			11,053			1,176,062

Operating expenses		507,333			26,938			130,011			2,221			612,627			528,818			17,455			187,980			3,489			702,832
Add back non-Real Estate depreciation and amortization (b)		3,937			-			878			-			4,815			10,372			-			12,348			-			22,720
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			69			-			69			-			-			402			-			402
Exclude straight-line rent adjustment (2)		(4,086	)		-			-			-			(4,086	)		(4,857	)		-			-			-			(4,857	)
Exclude preference payment		(1,756	)		-			-			-			(1,756	)		(1,756	)		-			-			-			(1,756	)

Adjusted operating expenses		505,428			26,938			130,958			2,221			611,669			532,577			17,455			200,730			3,489			719,341

Net operating income		512,297			41,841			58,981			1,406			530,843			421,744			20,784			48,197			7,564			456,721

Interest expense		(249,058	)		(15,008	)		(58,956	)		(236	)		(293,242	)		(257,974	)		(10,814	)		(49,895	)		(2,626	)		(299,681	)

Gain (loss) on early extinguishment of debt		10,653			247			(25	)		-			10,381			37,965			-			1,698			-			39,663

Equity in earnings (loss), including impairment of unconsolidated entities		17,452			6,332			(5,426	)		-			5,694			45,140			81			(46,107	)		-			(1,048	)

Gain on disposition of unconsolidated entities		7,828			-			-			-			7,828			4,498			-			-			-			4,498

Impairment of unconsolidated real estate		(36,745	)		-			-			-			(36,745	)		(34,663	)		-			-			-			(34,663	)

Depreciation and amortization of unconsolidated entities (see above)		(38,588	)		-			38,588			-			-			(32,701	)		-			32,701			-			-

Net gain on disposition of rental properties and partial interests in rental properties		202,878			-			-			565			203,443			-			-			-			4,548			4,548

Impairment of consolidated real estate		(86,406	)		(1,526	)		-			-			(84,880	)		(3,124	)		-			-			(9,775	)		(12,899	)

Depreciation and amortization - Real Estate Groups (a)		(181,700	)		(6,764	)		(36,957	)		(770	)		(212,663	)		(187,573	)		(3,354	)		(31,214	)		(3,003	)		(218,436	)

Amortization of mortgage procurement costs - Real Estate Groups (c)		(10,146	)		(1,092	)		(1,631	)		(39	)		(10,724	)		(10,585	)		(448	)		(1,487	)		(109	)		(11,733	)

Straight-line rent adjustment (1) + (2)		10,219			-			-			28			10,247			9,499			-			-			54			9,553

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


Earnings (loss) before income taxes		156,928			24,030			(5,426	)		954			128,426			(9,530	)		6,249			(46,107	)		(3,347	)		(65,233	)

Income tax provision		(61,864	)		-			-			(375	)		(62,239	)		26,035			-			-			1,298			27,333

Equity in earnings (loss), including impairment of unconsolidated entities		(17,452	)		(6,332	)		5,426			-			(5,694	)		(45,140	)		(81	)		46,107			-			1,048


Earnings (loss) from continuing operations		77,612			17,698			-			579			60,493			(28,635	)		6,168			-			(2,049	)		(36,852	)

Discontinued operations, net of tax		4,796			4,217			-			(579	)		-			(2,018	)		31			-			2,049			-


Net earnings (loss)		82,408			21,915			-			-			60,493			(30,653	)		6,199			-			-			(36,852	)

Noncontrolling interests

Earnings from continuing operations attributable to noncontrolling interests		(17,698	)		(17,698	)		-			-			-			(6,168	)		(6,168	)		-			-			-

Earnings from discontinued operations attributable to noncontrolling interests		(4,217	)		(4,217	)		-			-			-			(31	)		(31	)		-			-			-


Noncontrolling interests		(21,915	)		(21,915	)		-			-			-			(6,199	)		(6,199	)		-			-			-


Net earnings (loss) attributable to Forest City Enterpirses, Inc.	$	60,493		$	-		$	-		$	-		$	60,493		$	(36,852	)	$	-		$	-		$	-		$	(36,852	)


Preferred dividends		(7,957	)		-			-			-			(7,957	)		-			-			-			-			-


Net earnings (loss) attributable to Forest City Enterpirses, Inc. common shareholders	$	52,536		$	-		$	-		$	-		$	52,536		$	(36,852	)	$	-		$	-		$	-		$	(36,852	)

(a) Depreciation and amortization - Real Estate Groups	$	181,700		$	6,764		$	36,957		$	770		$	212,663		$	187,573		$	3,354		$	31,214		$	3,003		$	218,436
(b) Depreciation and amortization - Non-Real Estate		3,937			-			878			-			4,815			10,372			-			12,348			-			22,720

Total depreciation and amortization	$	185,637		$	6,764		$	37,835		$	770		$	217,478		$	197,945		$	3,354		$	43,562		$	3,003		$	241,156


(c) Amortization of mortgage procurement costs - Real Estate Groups	$	10,146		$	1,092		$	1,631		$	39		$	10,724		$	10,585		$	448		$	1,487		$	109		$	11,733
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			69			-			69			-			-			402			-			402

Total amortization of mortgage procurement costs	$	10,146		$	1,092		$	1,700		$	39		$	10,793		$	10,585		$	448		$	1,889		$	109		$	12,135

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Results of Operations

Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. – Net earnings (loss) attributable to Forest City Enterprises, Inc. for the three months ended October 31, 2010 was $(46,791,000) versus $(4,384,000) for the three months ended October 31, 2009. Although we have substantial recurring revenue from our properties, we also enter into significant one-time transactions, which could create substantial variances in net earnings (loss) between periods. This variance to the prior comparable period is primarily attributable to the following decreases, which are net of tax and noncontrolling interest:

	•		$22,289,000 ($36,410,000, pre-tax) related to the 2010 increase in impairment charges of consolidated (including discontinued properties) and unconsolidated entities;

	•		$17,501,000 ($28,588,000, pre-tax, which includes $1,899,000 for unconsolidated entities) primarily related to decreased gains on early extinguishment of debt in 2010 when compared to 2009;

	•		$1,626,000 ($2,656,000, pre-tax) related to transaction costs expensed during 2010 that were incurred in connection with a potential partial disposition in certain rental properties that did not occur; and

	•		$758,000 ($1,428,000, pre-tax) related to the 2010 loss on disposition of Saddle Rock Village, a specialty retail center in Aurora, Colorado.

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

	•		$3,573,000 ($5,837,000, 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;

	•		$2,547,000 ($4,160,000, pre-tax) related to the excess of 2010 gains on disposition of our unconsolidated investments in Woodbridge Crossing, a specialty retail center in Woodbridge, New Jersey, and Pebble Creek, an apartment community in Twinsburg, Ohio, over the 2009 gain on disposition of our unconsolidated investment in Boulevard Towers, an apartment community in Amherst, New York;

	•		$2,448,000 ($3,998,000, pre-tax) related to the 2009 participation payment on the refinancing of 45/75 Sidney, office buildings in Cambridge, Massachusetts, that did not recur;

	•		$1,698,000 ($2,774,000, pre-tax, which includes $343,000 for unconsolidated entities) of decreased write-offs of abandoned development projects in 2010 compared to 2009; and

	•		$1,110,000 ($1,814,000, 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 in 2010 compared to 2009.

Net earnings (loss) attributable to Forest City Enterprises, Inc. for the nine months ended October 31, 2010 was $60,493,000 versus $(36,852,000) for the nine months ended October 31, 2009. This variance is primarily attributable to the following increases, which are net of tax and noncontrolling interest:

	•		$107,859,000 ($176,192,000, pre-tax) related to the 2010 gain on disposition of partial interest in seven mixed-use University Park life science properties in Cambridge, Massachusetts, related to the formation of a new joint venture with an outside partner;

	•		$19,245,000 ($31,437,000, pre-tax) related to the 2010 gain on disposition of partial interest in The Nets;

	•		$17,731,000 ($29,342,000, pre-tax) related to the 2010 gain on disposition of partial interest in The Grand, Lenox Club and Lenox Park, apartment communities in North Bethesda, Maryland, Arlington, Virginia and Silver Spring, Maryland, respectively, related to the formation of a new joint venture with an outside partner;

	•		$10,909,000 ($17,820,000, pre-tax, which includes $2,900,000 for unconsolidated entities) of decreased write-offs of abandoned development projects in 2010 compared to 2009;

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

	•		$6,954,000 ($11,359,000, 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 in 2010 compared to 2009;

	•		$5,016,000 ($8,193,000, pre-tax) related to the 2010 gain on early extinguishment of debt on the exchange of a portion of our Senior Notes due 2011, 2015 and 2017 for a new issue of Series A preferred stock and purchase of a portion of our Senior Notes due 2011 and 2017;

	•		$3,272,000 ($5,345,000, pre-tax) of decreased company-wide severance and outplacement costs in 2010 compared to 2009;

	•		$2,448,000 ($3,998,000, pre-tax) related to the 2009 participation payment on the refinancing of 45/75 Sidney that did not recur; and

	•		$2,039,000 ($3,330,000, pre-tax) primarily related to the excess of 2010 gains on disposition of our unconsolidated investments in Woodbridge Crossing and Pebble Creek, offset by the 2010 loss on disposition of Metreon, a specialty retail center in San Francisco, California, over the 2009 gain on disposition of our unconsolidated investment in Boulevard Towers.

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

	•		$45,339,000 ($74,063,000, pre-tax) related to the 2010 increase in impairment charges of consolidated (including discontinued properties) and unconsolidated entities;

	•		$22,941,000 ($37,475,000, pre-tax, which includes $1,723,000 for unconsolidated entities) primarily related to decreased gains on early extinguishment of debt in 2010 when compared to 2009;

	•		$4,901,000 ($7,740,000, pre-tax) primarily related to military housing fee income from the management and development of military housing units in Hawaii, Illinois, Washington and Colorado in 2010 compared to 2009;

	•		$2,443,000 ($3,983,000, pre-tax) related to the overall decreased net gains on disposition included in discontinued operations in 2010 as compared to 2009. The dispositions in 2010 include Saddle Rock Village and 101 San Fernando, an apartment community in San Jose, California. The disposition in 2009 is Grand Avenue, a specialty retail center in Queens, New York;

	•		$2,434,000 ($3,976,000, 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 offset by cash flow hedge ineffectiveness in 2009 that did not recur in 2010;

	•		$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 book value of the damaged asset that did not recur; and

	•		$1,626,000 ($2,656,000, pre-tax) related to transaction costs expensed during 2010 that were incurred in connection with a potential partial disposition in certain rental properties that did not occur.

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, 2010 was $178,593,000 compared to $161,409,000 for the three months ended October 31, 2009, a 10.6% increase. NOI for the nine months ended October 31, 2010 was $503,207,000 compared to $481,798,000 for the nine months ended October 31, 2009, a 4.4% increase. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on pages 18-19. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 46-57.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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, 2010 was $189,067,000 compared to $172,213,000 for the three months ended October 31, 2009, a 9.8% increase. NOI for the nine months ended October 31, 2010 was $538,184,000 compared to $513,106,000 for the nine months ended October 31, 2009, a 4.9% increase.

Comparable NOI increased 2.7% for the three months ended October 31, 2010 compared to the prior year. Retail and office comparable NOI increased 4.1% and 2.2%, respectively, while hotel comparable NOI decreased 20.3% and our residential portfolio increased 4.8%. Comparable NOI increased 2.4% for the nine months ended October 31, 2010 compared to the prior year. Retail and office comparable NOI increased 2.2% and 1.9%, respectively, while hotel comparable NOI decreased 1.5% and our residential portfolio increased 4.1%.

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 Operations; 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 earnings (loss), the most comparable financial measure calculated in accordance with GAAP, on page 26. 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, 2010 increased by $5,087,000 or 5.9% to $90,699,000 from $85,612,000 for the three months ended October 31, 2009. Our Commercial and Residential Segments combined provided a pre-tax EBDT decrease of $2,495,000. This is primarily the result of reduced gain on early extinguishment of nonrecourse mortgage debt of $22,031,000, primarily related to the 2009 gain on debt extinguishment of an underperforming retail center and reduced EBDT from properties sold of $5,423,000. These decreases in the portfolio were partially offset by the comparative increase in fair market value of derivatives which were marked to market through interest expense of $5,685,000, the ramp up of new properties of $5,005,000, increased NOI on our mature portfolio of $4,251,000, the 2009 participation payment on the refinancing of 45/75 Sidney that did not recur of $3,998,000 and decreased write-offs of abandoned development projects of $3,117,000.

Our Land Segment provided a pre-tax EBDT increase of $1,737,000, primarily due to increased sales partially offset by the gain on early extinguishment of non-recourse mortgage debt in 2009 of $1,874,000 that did not recur.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

The Nets provided a pre-tax EBDT increase of $10,438,000 due to the decrease in our share of allocated losses as a result of the new operating agreements amongst the partners upon sale of the controlling interest of the team on May 12, 2010.

Corporate pre-tax EBDT decreased $1,394,000. This pre-tax EBDT decrease is due to the gain on early extinguishment of debt in 2009 of $4,683,000 for the exchange and repurchase of a portion of our Senior Notes that did not recur, partially offset by decreased interest expense of $3,255,000.

EBDT was unfavorably impacted by a smaller tax benefit of $3,199,000 compared to prior year.

Our EBDT for the nine months ended October 31, 2010 increased by $44,027,000 or 19.8% to $266,726,000 from $222,699,000 for the nine months ended October 31, 2009. Our Commercial and Residential Segments combined provided a pre-tax EBDT decrease of $5,143,000. This is primarily the result of reduced gain on early extinguishment of nonrecourse mortgage debt of $21,452,000 primarily related to the 2009 gain on debt extinguishment of an underperforming retail center, reduced EBDT from properties sold of $18,197,000, increased interest expense on our mature portfolio of $8,437,000 and the decrease in military housing of $8,863,000. These decreases in the portfolio were partially offset by decreased write-offs of abandoned development projects of $18,162,000, increased income recognized on the sale of state and federal Historic Preservation, Brownfield and New Market tax credits of $11,359,000, increased NOI on our mature portfolio of $11,007,000 and the ramp up of new properties of $8,014,000.

Our Land Segment provided a pre-tax EBDT decrease of $9,488,000, primarily due to the 2009 gain on early extinguishment of nonrecourse mortgage debt of $11,340,000 primarily from debt forgiveness at Gladden Farms which did not recur in 2010, partially offset by increased sales.

The Nets provided a pre-tax EBDT increase of $49,515,000, primarily due to the gain on disposition of partial interest of $31,437,000 and decreased losses of $18,078,000 due to a decrease in our share of allocated losses as a result of the new operating agreements amongst the partners upon sale of the controlling interest of the team on May 12, 2010.

Corporate pre-tax EBDT increased $16,395,000. This pre-tax EBDT increase includes decreased interest expense of $11,383,000, decreased company-wide severance and outplacement costs in 2010 compared to 2009 of $5,345,000 and increased gain on early extinguishment of debt of $3,510,000 primarily related to the exchange and repurchase of a portion of our Senior Notes.

EBDT was unfavorably impacted by a smaller tax benefit of $7,252,000 compared to prior year.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating 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 Earnings (Loss) to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)


	Three Months Ended October 31,						Nine Months Ended October 31,
	2010			2009			2010			2009
	(in thousands)						(in thousands)

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(46,791	)	$	(4,384	)	$	60,493		$	(36,852	)
Depreciation and amortization – Real Estate Groups ⁽⁴⁾		72,920			71,284			212,663			218,436
Amortization of mortgage procurement costs – Real Estate Groups ⁽⁴⁾		4,029			3,888			10,724			11,733
Deferred income tax expense – Real Estate Groups ⁽⁵⁾		7,462			1,205			45,204			(2,294	)

Current income tax expense on non-operating earnings: ⁽⁵⁾
Net gain on disposition of partial interests in rental properties		(2,778	)		-			32,446			-
Gain on disposition included in discontinued operations		(213	)		(3,031	)		(98	)		754
Gain on disposition of unconsolidated entities		3,191			203			3,431			203

Straight-line rent adjustment ⁽²⁾		(2,667	)		(3,164	)		(10,247	)		(9,553	)
Preference payment ⁽³⁾		585			585			1,756			1,756
Impairment of consolidated real estate net of minority interest		38,370			549			84,880			3,124
Impairment of unconsolidated real estate		21,564			13,200			36,745			34,663
Net (gain) loss on disposition of partial interests in rental properties		2,257			-			(202,878	)		-
Gain on disposition of unconsolidated entities		(8,658	)		(4,498	)		(7,828	)		(4,498	)
Discontinued operations: ⁽¹⁾
(Gain) loss on disposition of rental properties		1,428			-			(4,776	)		(4,548	)
Impairment of real estate		-			9,775			-			9,775
Noncontrolling interest – Gain on disposition		-			-			4,211			-


Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)	$	90,699		$	85,612		$	266,726		$	222,699



EBDT Per Share
Numerator (in thousands):
EBDT	$	90,699		$	85,612		$	266,726		$	222,699
If-Converted Method (Pro forma numerator adjustment for interest, net of tax):
3.625% Puttable Senior Notes due 2014		1,110			-			3,329			-
5% Puttable Senior Notes due 2016		1,530			-			4,591			-

EBDT for per share data	$	93,339		$	85,612		$	274,646		$	222,699


Denominator
Weighted average shares outstanding – Basic		155,484,451			155,314,676			155,431,893			134,602,200
Effect of stock options and restricted stock		462,812			229,638			466,380			82,042
Effect of convertible preferred stock		14,550,257			-			12,631,541			-
Effect of convertible debt		28,133,038			4,675,503			28,133,038			1,575,627
Effect of convertible Class A Common Units		3,646,755			3,646,755			3,646,755			3,646,755

Weighted average shares outstanding – Diluted		202,277,313			163,866,572			200,309,607			139,906,624


EBDT Per Share	$	0.46		$	0.52		$	1.37		$	1.59


EBDT Per Share
Quarterly Historical Trends	Three Months Ended
	October 31, 2010		July 31, 2010		April 30, 2010		January 31, 2010		October 31, 2009

Numerator (in thousands):
EBDT	$	90,699	$	105,560	$	70,467	$	78,407	$	85,612
If-Converted Method (Pro forma numerator adjustment for interest, net of tax):
3.625% Puttable Senior Notes due 2014		1,110		1,110		1,110		1,110		308
5% Puttable Senior Notes due 2016		1,530		1,530		1,530		1,531		102

EBDT for per share data	$	93,339	$	108,200	$	73,107	$	81,048	$	86,022

Denominator
Weighted average shares outstanding – Basic		155,484,451		155,456,575		155,352,050		155,324,478		155,314,676
Effect of stock options and restricted stock		462,812		442,299		494,029		349,428		229,638
Effect of convertible preferred stock		14,550,257		14,550,257		8,664,761		-		-
Effect of convertible debt		28,133,038		28,133,038		28,133,038		28,133,038		4,675,503
Effect of convertible Class A Common Units		3,646,755		3,646,755		3,646,755		3,646,755		3,646,755

Weighted average shares outstanding - Diluted		202,277,313		202,228,924		196,290,633		187,453,699		163,866,572


EBDT Per Share	$	0.46	$	0.54	$	0.37	$	0.43	$	0.52

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


(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 the 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 October 31,					Nine Months Ended October 31,								Three Months Ended October 31,					Nine Months Ended October 31,
	2010			2009				2010			2009			2010			2009				2010			2009

Full Consolidation	$	63,177		$	65,822		$		185,637		$	197,945		$	3,909		$	3,543		$		10,146		$	10,585
Non-Real Estate		(1,184	)		(3,412)				(3,937	)		(10,372	)		-			-				-			-

Real Estate Groups Full Consolidation		61,993			62,410				181,700			187,573			3,909			3,543				10,146			10,585
Real Estate Groups related to noncontrolling interest		(2,415	)		(1,669)				(6,764	)		(3,354	)		(431	)		(126)				(1,092	)		(448	)
Real Estate Groups Unconsolidated		13,322			9,795				36,957			31,214			549			445				1,631			1,487
Real Estate Groups Discontinued Operations		20			748				770			3,003			2			26				39			109

Real Estate Groups Pro-Rata Consolidation	$	72,920		$	71,284		$		212,663		$	218,436		$	4,029		$	3,888		$		10,724		$	11,733


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


		Three Months Ended October 31,						Nine Months Ended October 31,
		2010			2009			2010			2009
		(in thousands)						(in thousands)

(A)	Operating earnings
	Current	$	(7,927	)	$	3,851		$	(31,497	)	$	(9,596	)
	Deferred		35,729			(3,212	)		58,818			(3,529	)

			27,802			639			27,321			(13,125	)


(B)	Impairment of consolidated and unconsolidated real estate
	Deferred - Consolidated real estate		(14,882	)		(212	)		(32,920	)		(1,211	)
	Deferred - Unconsolidated real estate		(8,363	)		(5,121	)		(14,250	)		(13,444	)

			(23,245	)		(5,333	)		(47,170	)		(14,655	)


(C)	Net gain on disposition of partial interests in rental properties
	Current		(2,778	)		-			32,446			-
	Deferred		1,666			-			46,231			-

			(1,112	)		-			78,677			-


(D)	Gain on disposition of unconsolidated entities
	Current		3,191			203			3,431			203
	Deferred		168			1,542			(395	)		1,542

			3,359			1,745			3,036			1,745


	Subtotal (A) (B) (C) (D)
	Current		(7,514	)		4,054			4,380			(9,393	)
	Deferred		14,318			(7,003	)		57,484			(16,642	)

	Income tax expense		6,804			(2,949	)		61,864			(26,035	)


(E)	Discontinued operations
	Operating earnings
	Current		(108	)		(51	)		(443	)		(50	)
	Deferred		140			473			594			779

			32			422			151			729


	Gain on disposition of rental properties
	Current		(213	)		(3,031	)		(98	)		754
	Deferred		(457	)		3,031			322			1,010

			(670	)		-			224			1,764


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

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

			(638	)		(3,369	)		375			(1,298	)

	Grand Total (A) (B) (C) (D) (E)
	Current		(7,835	)		972			3,839			(8,689	)
	Deferred		14,001			(7,290	)		58,400			(18,644	)

		$	6,166		$	(6,318	)	$	62,239		$	(27,333	)


	Recap of Grand Total:
	Real Estate Groups
	Current	$	908		$	3,183		$	20,964		$	(1,026	)
	Deferred		7,462			1,205			45,204			(2,294	)

			8,370			4,388			66,168			(3,320	)

	Non-Real Estate Groups
	Current		(8,743	)		(2,211	)		(17,125	)		(7,663	)
	Deferred		6,539			(8,495	)		13,196			(16,350	)

			(2,204	)		(10,706	)		(3,929	)		(24,013	)

	Grand Total	$	6,166		$	(6,318	)	$	62,239		$	(27,333	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Retail Lease Expirations as of October 31, 2010



													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⁾


2010		128		255,744		1.99	%	$	6,193,662		2.11	%	$	31.87
2011		354		1,121,394		8.72			25,338,869		8.65			27.99
2012		260		930,537		7.24			22,464,146		7.67			28.32
2013		268		1,046,489		8.14			26,153,189		8.92			28.25
2014		227		1,043,395		8.11			22,074,906		7.53			27.27
2015		217		872,074		6.78			21,085,153		7.19			29.13
2016		219		1,275,512		9.92			36,218,408		12.36			37.31
2017		146		993,575		7.73			22,006,214		7.51			26.04
2018		153		702,179		5.46			17,228,054		5.88			26.18
2019		119		1,016,200		7.90			23,188,891		7.91			24.94
2020		107		863,118		6.71			18,948,853		6.47			28.99
Thereafter		97		2,739,107		21.30			52,178,834		17.80			23.81

Total		2,295		12,859,324		100.00	%	$	293,079,179		100.00	%	$	27.74


(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, amortization of above and below market lease values in-place, 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, 2010



													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⁾


2010		39		589,531		4.99	%	$	13,904,425		4.55	%	$	27.36
2011		86		678,320		5.75			13,456,046		4.41			25.29
2012		89		1,122,340		9.51			26,491,278		8.67			30.46
2013		85		1,180,868		10.00			27,411,049		8.98			24.65
2014		50		962,722		8.15			18,192,487		5.96			30.30
2015		32		420,270		3.56			7,808,457		2.56			21.40
2016		25		466,480		3.95			10,147,675		3.32			24.11
2017		26		377,101		3.19			9,115,641		2.99			27.29
2018		18		1,113,647		9.43			31,256,848		10.24			32.67
2019		18		706,619		5.99			12,748,447		4.17			25.69
2020		13		1,003,930		8.50			27,465,696		8.99			33.80
Thereafter		35		3,185,352		26.98			107,367,406		35.16			38.22

Total		516		11,807,180		100.00	%	$	305,365,455		100.00	%	$	31.04


(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, amortization of above and below market lease values in-place, 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, 2010

(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


Bass Pro Shops, Inc.		3		510,855		3.97	%

Regal Entertainment Group		5		381,461		2.97

AMC Entertainment, Inc.		5		377,797		2.94

TJX Companies		11		347,457		2.70

The Gap		24		309,701		2.41

The Home Depot		2		282,000		2.19

Dick’s Sporting Goods		5		257,486		2.00

The Limited		39		233,010		1.81

Abercrombie & Fitch Stores, Inc.		29		210,550		1.64

Best Buy		5		161,053		1.25

Footlocker, Inc.		38		145,081		1.13

Pathmark Stores, Inc.		2		123,500		0.96

American Eagle Outfitters		17		96,943		0.76


Subtotal		185		3,436,894		26.73


All Others		2,110		9,422,430		73.27


Total		2,295		12,859,324		100.00	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Office Tenants as of October 31, 2010

(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		865,185		7.33	%

Millennium Pharmaceuticals, Inc.		653,606		5.53

U.S. Government		614,218		5.20

District of Columbia		553,330		4.69

Morgan Stanley & Co.		444,685		3.77

Wellchoice, Inc.		392,514		3.32

JP Morgan Chase & Co.		385,254		3.26

Forest City Enterprises, Inc. ⁽¹⁾		359,646		3.05

Securities Industry Automation Corp.		352,385		2.98

Bank of New York		323,043		2.74

National Grid		254,034		2.15

Clearbridge Advisors, LLC, a Legg Mason Company		193,249		1.64

Covington & Burling, LLP		160,565		1.36

Seyfarth Shaw, LLP		96,909		0.82


Subtotal		5,648,623		47.84


All Others		6,158,557		52.16


Total		11,807,180		100.00	%

(1)

All intercompany rental income is eliminated in consolidation.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Openings and Acquisitions as of October 31, 2010


												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		Lease
Property	Location	Acq (A)	Acquired	Ownership % (a)		(1)		(GAAP) (b)		(2)		(1) X (2)		Units			Area		Commitment %

2010 (4)								(in millions)


*Retail Centers:*
Village at Gulfstream Park (d)	Hallandale Beach, FL	D	Q1-10		50.0%		50.0%	$	0.0	$	214.2	$	107.1		511,000	(i)		511,000		78%
East River Plaza (d) (e)	Manhattan, NY	D	Q2-10		35.0%		50.0%		0.0		390.6		195.3		527,000			527,000		94%

								$	0.0	$	604.8	$	302.4		1,038,000			1,038,000

*Office:*
Waterfront Station - East 4th & West 4th Buildings	Washington, D.C.	D	Q1-10		45.0%		45.0%	$	241.7	$	241.7	$	108.8		631,000	(j)				99%


*Residential:*
Presidio Landmark	San Francisco, CA	D	Q3-10		100.0%		100.0%	$	103.7	$	103.7	$	103.7		161					20%



Total 2010 (f)								$	345.4	$	950.2	$	514.9



Prior Two Years Openings (17)
Retail Centers:
Promenade in Temecula Expansion	Temecula, CA	D	Q1-09		75.0%		100.0%	$	113.1	$	113.1	$	113.1		127,000			127,000		83%
Orchard Town Center	Westminster, CO	D	Q1-08		100.0%		100.0%		146.5		146.5		146.5		980,000			565,000		79%
Shops at Wiregrass	Tampa, FL	D	Q3-08		50.0%		100.0%		147.6		147.6		147.6		642,000			352,000		93%
White Oak Village	Richmond, VA	D	Q3-08		50.0%		100.0%		66.0		66.0		66.0		800,000			294,000		74%

								$	473.2	$	473.2	$	473.2		2,549,000			1,338,000

Office:
818 Mission Street (d)	San Francisco, CA	A	Q1-08		50.0%		50.0%	$	0.0	$	15.6	$	7.8		28,000					23%
Johns Hopkins - 855 North Wolfe Street	East Baltimore, MD	D	Q1-08		76.6%		76.6%		88.7		88.7		67.9		279,000					78%
Mesa del Sol Aperture Center (d)	Albuquerque, NM	D	Q4-08		47.5%		47.5%		0.0		16.8		8.0		74,000					19%
Mesa del Sol - Fidelity (d) (g)	Albuquerque, NM	D	Q4-08/Q3-09		47.5%		47.5%		0.0		23.3		11.1		210,000					100%

								$	88.7	$	144.4	$	94.8		591,000


Residential (h):
North Church Towers	Parma Heights, OH	A	Q3-09		100.0%		100.0%		5.0	$	5.0	$	5.0		399					91%
DKLB BKLN (formerly 80 Dekalb) (g)	Brooklyn, NY	D	Q4-09/10		80.0%		100.0%		157.0		157.0		157.0		365					97%
Lucky Strike	Richmond, VA	D	Q1-08		100.0%		100.0%		35.1		35.1		35.1		131					94%
Uptown Apartments (d) (g)	Oakland, CA	D	Q1-08/Q4-08		50.0%		50.0%		0.0		177.4		88.7		665					91%
Mercantile Place on Main (g)	Dallas, TX	D	Q1-08/Q4-08		100.0%		100.0%		85.3		85.3		85.3		366					86%
Barrington Place (d)	Raleigh, NC	A	Q3-08		49.0%		49.0%		0.0		23.7		11.6		274					90%
Legacy Arboretum (d)	Charlotte, NC	A	Q3-08		49.0%		49.0%		0.0		23.1		11.3		266					95%
Hamel Mill Lofts (g)	Haverhill, MA	D	Q4-08/Q2-09		100.0%		100.0%		76.7		76.7		76.7		305					91%
Legacy Crossroads (d) (g)	Cary, NC	A/D	Q4-08/Q3-09		50.0%		50.0%		0.0		34.4		17.2		344					97%

								$	359.1	$	617.7	$	487.9		3,115



Total Prior Two Years Openings (k)								$	921.0	$	1,235.3	$	1,055.9

Total 2009									275.1		275.1		275.1

Total 2008									645.9		960.2		780.8

								$	921.0	$	1,235.3	$	1,055.9

See footnotes on page 33.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Projects Under Construction as of October 31, 2010 (4)


														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:*
Ridge Hill (g)	Yonkers, NY	D	2011/2012		70.0%			100.0%		$	798.7	$	798.7	$	798.7		1,336,000		1,336,000	(l)		41%


*Residential:*
Beekman (g)	Manhattan, NY	D	Q1-11/12		49.0%			70.0%		$	875.7	$	875.7	$	613.0		904
Foundry Lofts	Washington, D.C	D	Q3-11		100.0%			100.0%			59.2		59.2		59.2		170

										$	934.9	$	934.9	$	672.2		1,074


*Arena:*
Barclays Center	Brooklyn, NY	D	2012		26.6%			26.6%		$	904.3	$	904.3	$	240.5		670,000	18,000 seats		(m)		54%	(n)



Total Under Construction (o)										$	2,637.9	$	2,637.9	$	1,711.4




*Fee Development:*																Sq. ft.

Las Vegas City Hall	Las Vegas, NV	D	Q1-12		-	(p)		-	(p)	$	0.0	$	146.2	$	0.0		270,000

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)		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.

	(e)		The cost of the property also includes construction of the 1,248-space parking garage and structural upgrades to accommodate a possible future residential project above the retail center. This also includes Costco which opened Q4-09.

	(f)		The difference between the full consolidation cost amount (GAAP) of $345.4 million to the Company’s pro-rata share (a non-GAAP measure) of $514.9 million consists of a reduction to full consolidation for noncontrolling interest of $132.9 million of cost and the addition of its share of cost for unconsolidated investments of $302.4 million.

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

	(h)		The lease percentage for the residential properties represents the occupancy as of October 31, 2010.

	(i)		Includes 89,000 square feet of office space. Excluding the office space from the calculation of the leased percentage would result in the leased percentage being 80%.

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

	(k)		The difference between the full consolidation cost amount (GAAP) of $921.0 million to the Company’s pro-rata share (a non-GAAP measure) of $1,055.9 million consists of a reduction to full consolidation for noncontrolling interest of $20.8 million of cost and the addition of its share of cost for unconsolidated investments of $155.7 million.

	(l)		Includes 162,000 square feet of office space.

	(m)		The Nets, a member of the NBA, has a 37 year license agreement to use the arena.

	(n)		Represents the percentage of forecasted contractually obligated arena income that is under contract. Contractually obligated income, which includes revenue from naming rights, sponsorships, suite licenses, Nets minimum rent and food concession agreements, accounts for 72% of total forecasted revenues for the Arena.

	(o)		The difference between the full consolidation cost amount (GAAP) of $2,637.9 million to the Company’s pro-rata share (a non-GAAP measure) of $1,711.4 million consists of a reduction to full consolidation for noncontrolling interest of $926.5 million.

	(p)		This is a fee development project, owned by the City of Las Vegas. Therefore, these costs are not included on the full consolidation or pro-rata balance sheet.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Equity Requirements for Projects Under Construction ^(a)
As of October 31, 2010


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

	(dollars in millions)
Total Cost Under Construction	$	2,637.9	$	-	$	2,637.9	$	926.5	$	-	$	1,711.4
Total Loan Draws and Other Sources at Completion ^(d)		1,742.3		-		1,742.3		524.7		-		1,217.6

Net Equity at Completion	$	895.6	$	-	$	895.6	$	401.8	$	-	$	493.8


Net Costs Incurred to Date ^(e)	$	1,625.5	$	-	$	1,625.5	$	467.0	$	-	$	1,158.5
Loan Draws and Other Sources to Date ^(e)		914.3		-		914.3		203.0		-		711.3

Net Equity to Date ^(e)	$	711.2	$	-	$	711.2	$	264.0	$	-	$	447.2


% of Total Equity		79%				79%						91%

Remaining Costs	$	1,012.4	$	-	$	1,012.4	$	459.5	$	-	$	552.9
Remaining Loan Draws and Other Sources ^(f)		828.0		-		828.0		321.7		-		506.3

Remaining Equity	$	184.4	$	-	$	184.4	$	137.8	$	-	$	46.6


% of Total Equity		21%				21%						9%

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

	(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)		“Other Sources” includes estimates of third party subsidies and tax credit proceeds. The timing and the amounts may differ from our estimates.

	(e)		Reflects activity through October 31, 2010.

	(f)		One 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 $45.0 million at 100% and at full consolidation, and $31.5 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 Operating Information

Projects Under Development
October 31, 2010

Below is a summary of our active large scale development projects, which have yet to commence construction, often referred to as our “shadow pipeline” which are crucial to our long-term growth. While we cannot make any assurances on the timing or delivery of these projects, our track record speaks to our ability to bring large, complex, projects to fruition when there is demand and available construction financing. The projects listed below represent pro-rata costs of $555.4 million ($837.0 million at full consolidation) of Projects Under Development (“PUD”) on our balance sheet and pro-rata mortgage debt of $111.6 million ($190.4 million at full consolidation).

1)	*Atlantic Yards -* Brooklyn, NY

Atlantic Yards is adjacent to the state-of-the art arena, the Barclays Center, which is designed by the award-winning firms Ellerbe Becket and SHoP Architects and is currently under construction. In addition, Atlantic Yards will feature more than 6,400 units of housing, including over 2,200 affordable units, approximately 250,000 square feet of retail space, and more than 8 acres of landscaped open space.

2)	*The Yards -* Washington, D.C.

The Yards is a 42-acre mixed-use project, located in the neighborhood of the Washington Nationals baseball park in Southeast D.C. The full development is expected to include up to 2,700 residential units, 1.8 million square feet of office space, and 300,000 square feet of retail and dining space. The Yards features a 5.5-acre publicly funded public park that is a gathering place and recreational focus for the community. The first residential building, Foundry Lofts, commenced construction in August 2010.

3)	*LiveWork Las Vegas -* Las Vegas, NV

LiveWork Las Vegas is a mixed-use project on a 12.7-acre parcel in downtown Las Vegas. At full build-out, the project will have a new 260,000-square-foot City Hall for Las Vegas, a fee development project, and is also expected to include up to 1 million square feet of office space and approximately 300,000 square feet of retail.

4)	*Colorado Science + Technology Park at Fitzsimons -* Aurora, CO

The 184-acre Colorado Science + Technology Park at Fitzsimons is rapidly becoming a hub for the biotechnology industry in the Rocky Mountain region. Anchored by the University of Colorado at Denver Health Science Center, the University of Colorado Hospital and The Denver Children’s Hospital, the park will offer cost-effective lease rates; build-to-suit office and research sites; and flexible lab and office layouts in a cutting-edge research park. The park is also adjacent to Forest City’s 4,700-acre Stapleton mixed-used development.

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

The 31-acre Science + Technology Park at Johns Hopkins is a new center for collaborative research directly adjacent to the world-renowned Johns Hopkins medical and research complex. Initial plans call for 1.1 million square feet in five buildings, with future phases that could support additional expansion. In 2008, the Company opened the first of those buildings, 855 North Wolfe Street, a 279,000-square-foot office building anchored by the Johns Hopkins School of Medicine’s Institute for Basic Biomedical Sciences.

6)	*Waterfront Station -* Washington, D.C.

Located in Southwest Washington, Waterfront Station is adjacent to the Waterfront/Southeastern University MetroRail station. Waterfront Station is expected to include 1.2 million square feet of office space, an estimated 750 residential units and 125,000 square feet of stores and restaurants. The project’s first two government office buildings total 631,000 square feet of office, opened in Q1 2010, and included ground-level retail space. The West 4th Building received LEED Gold certification and the East 4th Building is expected to meet LEED Silver standards at a minimum. The office component is fully leased to the District of Columbia for governmental offices and the retail space is also substantially leased.

7)	*300 Massachusetts Avenue – Cambridge, MA*

Located in the science and technology hub of Cambridge, MA, the 300 Massachusetts Avenue block represents an expansion of University Park @ MIT. In a 50/50 partnership with MIT, Forest City is presently focused on a project that reflects a development program of approximately 260,000 square feet of lab and office space. Potential redevelopment of the entire block is possible with the acquisition of adjacent parcels in future phases, and would result in an approximately 400,000 square foot project.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Military Housing

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. The following phases still have a percentage of units under construction:


		Anticipated	FCE	Cost at Full		Total Cost
Property	Location	Opening	Pro-Rata %	Consolidation		at 100%		No. of Units
				(in millions)
*Military Housing* (7)

Pacific Northwest Communities	Seattle, WA	2007-2010	*	$	0.0	$	280.5		2,986

Marines, Hawaii Increment II	Honolulu, HI	2007-2011	*		0.0		292.7		1,175

Navy, Hawaii Increment III	Honolulu, HI	2007-2011	*		0.0		464.8		2,520

Navy Midwest	Chicago, IL	2006-2012	*		0.0		200.3		1,401

Midwest Millington	Memphis, TN	2008-2012	*		0.0		33.1		318

Air Force Academy	Colorado Springs, CO	2007-2013	50.0%		0.0		69.5		427

Hawaii Phase IV	Kaneohe, HI	2007-2014	*		0.0		475.1		1,135


Total Military Housing				$	0.0	$	1,816.0		9,962

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

Recent commitment not yet closed
Air Force – Southern Group was awarded on August 30, 2010. We are currently in exclusive negotiations with the Air Force. This project is expected to include 2,185 end state units at four Air Force bases in Sumter, SC, Manchester, TN, Charleston, SC and Biloxi, MS. There are 330 financially excluded units that will not be encumbered by debt and which may be removed from the end state at the sole discretion of the Air Force. The financial closing of the project and commencement of construction are expected in early 2011.

Development fees related to our military housing projects are earned based on a contractual percentage of the actual development costs incurred. We also recognize additional development incentive fees upon successful completion of certain criteria, such as incentives to realize development cost savings, encourage small and local business participation, comply with specified safety standards and other project management incentives as specified in the development agreements. NOI from development and development incentive fees is $1,818,000 and $5,137,000 for the three and nine months ended October 31, 2010, respectively, and $648,000 and $6,479,000 for the three and nine months ended October 31, 2009, respectively.

Construction management fees are earned based on a contractual percentage of the actual construction costs incurred. We also recognize certain construction incentive fees based upon successful completion of certain criteria as set forth in the construction contracts. NOI from construction and incentive fees is $1,694,000 and $4,754,000 for the three and nine months ended October 31, 2010, respectively, and $2,100,000 and $6,449,000 recognized during the three and nine months ended October 31, 2009, respectively.

Property management and asset management fees are earned based on a contractual percentage of the annual net rental income and annual operating income, respectively, that is generated by the military housing privatization projects as defined in the agreements. We also recognize certain property management incentive fees based upon successful completion of certain criteria as set forth in the property management agreements. Property management, management incentive and asset management fees generated NOI of $3,563,000 and $9,805,000 during the three and nine months ended October 31, 2010, respectively, and $3,122,000 and $9,048,000 during the three and nine months ended October 31, 2009, respectively.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Land Held for Development or Sale

The Land Development Group acquires and sells raw land and sells fully-entitled developed lots to residential, commercial, and industrial customers. The Land Development Group also owns and develops raw land into master-planned communities, mixed-use projects and other residential developments. Below is a summary of our large Land Development projects.


	Gross		Saleable		Option
Location	Acres ⁽¹⁾		Acres ⁽²⁾		Acres ⁽³⁾

Stapleton - Denver, CO		264		173		1,369

Mesa del Sol - Albuquerque, NM		3,023		1,659		5,731

Central Station - Chicago, IL		30		30		-

Carolinas		1,352		1,033		788

Arizona		957		534		-

Florida		1,413		1,413		-

Texas		1,008		749		-

Ohio		1,003		666		470

Other		804		736		-


Total		9,854		6,993		8,358


(1)		Represent all acres currently owned including those used for roadways, open spaces and parks.
(2)		Saleable acres represent the total of all acres currently owned that will be available for sales. The Land Development Group may choose to further develop some of the acres into completed sublots prior to sale.
(3)		Option acres are those acres that the Land Development Group has a formal option to acquire. Typically these options are in the form of purchase agreements with contingencies for the satisfaction of due diligence reviews.

Stapleton - Denver, CO

Stapleton represents one of the nation’s largest urban redevelopments. At full build out of 4,700 acres or 7.5 square miles, Stapleton is planned for more than 12,000 homes and apartments, a projected 3 million square-feet of retail and 10 million square-feet of office/research and development/industrial space. Centrally located 10 minutes east of Downtown Denver and 20 minutes from Denver International Airport, Stapleton will be home to 30,000 residents and 35,000 workers when complete.

Mesa del Sol - Albuquerque, NM

Mesa del Sol is a 20-square mile, mixed-use community on the south mesa of Albuquerque, N.M., five minutes from the Albuquerque International Airport. Mesa del Sol’s master plan calls for mixed-use development that will include 1,400 acres for industrial/commercial and office development use, 4,400 acres for residential and supporting retail use, 3,200 acres for open space and parks and 800 acres for schools and universities.

Central Station - Chicago, IL

Located adjacent to the city’s Museum Campus, and just minutes from the heart of Chicago’s Loop, the 80-acre Central Station is the fastest growing residential community in the city, with more than 4,250 residential units completed and occupied. Over 600 units are under construction and another 4,000 units are in development. Central Station, a 14 million-square-foot development, is being developed in partnership with The Fogelson Companies.

Other Significant Land Holdings

Cotton Creek - Mooresville, NC

Cotton Creek is a master-planned community located in a northern suburb of Charlotte, NC. This community will feature a variety of attached and detached home sites, which will be sold to a mix of national and local builders. Cotton Creek is 532 acres. When completed the development is expected to produce approximately 1,300 residential lots.

Legacy Lakes - Aberdeen, NC

Legacy Lakes is a master-planned community located in the Pinehurst area. This community is surrounding the Nicklaus-designed Legacy Golf Course. Legacy Lakes is 405 acres and includes 718 residential lots. Of the 405 total acres, 264 are saleable acres and 9 acres have been sold to date.

Gladden Farms - Marana, AZ

Gladden Farms is a master-planned community that includes residential and commercial uses in a suburban area of northwest Tucson. This community includes parks, trails and a school in a rural setting. Gladden Farms is 1,350 acres and includes approximately 4,141 residential lots and 223 acres of commercial space. As of October 31, 2010, 1,279 lots and 100 commercial acres have been sold. Of the 1,350 total acres, 904 are saleable acres and 413 acres have been sold to date.

Tangerine Crossing - Tucson, AZ

Tangerine Crossing is a master-planned gated residential community with a major retail component on the exterior in a desirable region of the Tucson metropolitan area. This community includes open space, trails and recreation. Tangerine Crossing is 309 acres and includes 396 residential lots and a 25-acre retail center. As of October 31, 2010, 190 lots and the 25 commercial acres have been sold. Of the 309 total acres, 103 are saleable acres and 60 acres have been sold to date.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Debt for Projects under Construction and Development

We use nonrecourse mortgage debt and nonrecourse notes payable 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, 2010, 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	$	182,942	$	78,924	$	30,161	$	134,179

Variable
Taxable		993,790		209,814		11,345		795,321

Tax-Exempt		203,900		61,986		-		141,914

Total outstanding on projects under construction and development ⁽¹⁾	$	1,380,632	$	350,724	$	41,506	$	1,071,414


Commitment
Fixed	$	656,041	$	412,839	$	30,412	$	273,614

Variable
Taxable		1,223,992		223,494		11,714		1,012,212

Tax-Exempt		203,900		61,986		-		141,914

Total commitment	$	2,083,933	$	698,319	$	42,126	$	1,427,740

(1)

Proceeds from outstanding debt of $185,978 and $141,332, at full and pro-rata consolidation, respectively, described above is recorded as restricted cash and escrowed funds 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 Debt

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 which in some limited circumstances is supplemented by nonrecourse notes payable (collectively “nonrecourse 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. 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 are coming due in the next 12 months. During the nine months ended October 31, 2010, 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	$	198,755	$	490	$	32,149	$	230,414
Construction and development projects		593,208		399,761		2,800		196,247

Loan extensions/additional fundings		441,472		27,776		172,981		586,677

	$	1,233,435	$	428,027	$	207,930	$	1,013,338

(THIS PAGE INTENTIONALLY LEFT BLANK)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands)
As of October 31, 2010



	Period Ending January 31, 2011												Fiscal Year Ending January 31, 2012
							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	$	18,093		$	1,977		$	6,676		$	22,792		$	282,862		$	3,912		$	100,755		$	379,705
Weighted average rate		6.51	%		8.99	%		6.30	%		6.24	%		6.77	%		4.91	%		6.81	%		6.80	%
Variable:
Variable-rate debt		156,916			80			32,529			189,365			663,051			196,386			51,429			518,094
Weighted average rate		3.58	%		5.00	%		3.29	%		3.53	%		3.87	%		4.37	%		3.04	%		3.60	%

Tax-Exempt		-			-			3,333			3,333			132,430			67			-			132,363
Weighted average rate		-	%		-	%		1.65	%		1.65	%		2.64	%		3.78	%		-	%		2.64	%

Total variable-rate debt		156,916			80			35,862			192,698			795,481			196,453			51,429			650,457

Total Nonrecourse Debt	$	175,009		$	2,057		$	42,538		$	215,490		$	1,078,343		$	200,365		$	152,184		$	1,030,162
Weighted Average Rate		3.89	%		8.83	%		3.64	%		3.79	%		4.48	%		4.38	%		5.54	%		4.66	%



	Fiscal Year Ending January 31, 2013												Fiscal Year Ending January 31, 2014
							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	$	345,827		$	17,875		$	46,629		$	374,581		$	850,873		$	84,652		$	76,145		$	842,366
Weighted average rate		6.11	%		6.80	%		6.31	%		6.10	%		6.55	%		9.88	%		6.08	%		6.17	%
Variable:
Variable-rate debt		1,055,228			145,903			100,697			1,010,022			46,411			-			1,466			47,877
Weighted average rate		3.75	%		3.16	%		3.87	%		3.85	%		6.05	%		-	%		2.57	%		5.94	%

Tax-Exempt		204,616			62,057			-			142,559			91,565			77			-			91,488
Weighted average rate		2.57	%		2.57	%		-	%		2.57	%		2.78	%		3.76	%		-	%		2.78	%

Total variable-rate debt		1,259,844			207,960			100,697			1,152,581			137,976			77			1,466			139,365

Total Nonrecourse Debt	$	1,605,671		$	225,835		$	147,326		$	1,527,162		$	988,849		$	84,729		$	77,611		$	981,731
Weighted Average Rate		4.11	%		3.29	%		4.64	%		4.28	%		6.18	%		9.88	%		6.02	%		5.85	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of October 31, 2010



	Fiscal Year Ending January 31, 2015												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	$	463,230		$	66,161		$	154,945		$	552,014		$	2,013,117		$	119,803		$	808,797		$	2,702,111

Weighted average rate		5.97	%		5.79	%		5.35	%		5.82	%		5.73	%		6.12	%		5.84	%		5.75	%

Variable:

Variable-rate debt		12,414			-			19,962			32,376			640,160			2,119			130,670			768,711
Weighted average rate		1.46	%		-	%		4.50	%		3.33	%		6.40	%		3.25	%		3.81	%		5.97	%

Tax-Exempt		815			82			-			733			346,121			6,971			160,505			499,655
Weighted average rate		3.78	%		3.76	%		-	%		3.78	%		1.45	%		2.60	%		1.79	%		1.54	%

Total variable-rate debt		13,229			82			19,962			33,109			986,281			9,090			291,175			1,268,366


Total Nonrecourse Debt	$	476,459		$	66,243		$	174,907		$	585,123		$	2,999,398		$	128,893		$	1,099,972		$	3,970,477

Weighted Average Rate		5.85	%		5.79	%		5.25	%		5.68	%		5.38	%		5.89	%		5.01	%		5.26	%



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

Fixed:
Fixed-rate debt	$	3,974,002		$	294,380		$	1,193,947		$	4,873,569

Weighted average rate		6.05	%		7.17	%		5.90	%		5.94	%

Variable:

Variable-rate debt		2,574,180			344,488			336,753			2,566,445
Weighted average rate		4.46	%		3.85	%		3.69	%		4.44	%

Tax-Exempt		775,547			69,254			163,838			870,131
Weighted average rate		2.11	%		2.58	%		1.78	%		2.01	%

Total variable-rate debt		3,349,727			413,742			500,591			3,436,576


Total Nonrecourse Debt	$	7,323,729		$	708,122		$	1,694,538		$	8,310,145
Weighted Average Rate		5.07	%		5.11	%		5.06	%		5.07	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

The following tables provide detail of our total debt maturities for 2010, 2011 and 2012 as of October 31, 2010:

Upcoming Maturities Summary (in thousands)
As of October 31, 2010


			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 Debt)	$	259,480	$	84,471	$	175,009	$	2,057	$	42,538	$	215,490
Less: Scheduled Payments		29,039		11,185		17,854		573		5,805		23,086

Net Maturities		230,441		73,286		157,155		1,484		36,733		192,404

Total Net Maturities Project Count		15		7		8		-		7		15

Closed Loans / To be Fully Amortized ⁽²⁾		27,742		27,482		260		-		13,830		14,090
Committed Deals / Automatic Extensions ⁽²⁾		6,610		6,610		-		-		3,305		3,305
Extension Available ^{(1) (2)}		-		-		-		-		-		-

Subtotal		34,352		34,092		260		-		17,135		17,395


Remaining to Finance	$	196,089	$	39,194	$	156,895	$	1,484	$	19,598	$	175,009

Remaining to Address Project Count		10		3		7		-		3		10



			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 Debt)	$	1,378,906	$	300,563	$	1,078,343	$	200,365	$	152,184	$	1,030,162
Less: Scheduled Payments		107,899		33,297		74,602		2,579		18,195		90,218
Add: Corporate Debt		46,891		-		46,891		-		-		46,891

Net Maturities		1,317,898		267,266		1,050,632		197,786		133,989		986,835

Total Net Maturities Project Count		35		14		21		-		14		35

Closed Loans / To be Fully Amortized ⁽²⁾		13,233		233		13,000		-		116		13,116
Committed Deals / Automatic Extensions ⁽²⁾		36,290		36,290		-		-		18,145		18,145
Extension Available ^{(1) (2)}		634,903		26,044		608,859		179,466		13,022		442,415

Subtotal		684,426		62,567		621,859		179,466		31,283		473,676


Remaining to Finance	$	633,472	$	204,699	$	428,773	$	18,320	$	102,706	$	513,159

Remaining to Address Project Count		21		9		12		-		9		21



			Less						Plus
			Unconsolidated		Full		Less		Unconsolidated		Pro-Rata
			Investments		Consolidation		Noncontrolling		Investments		Consolidation
Year Ending January 31, 2013	100%		at 100%		(GAAP)		Interest		at Pro-Rata		(Non-GAAP)


Total Maturities (Nonrecourse Debt)	$	1,897,453	$	291,782	$	1,605,671	$	225,835	$	147,326	$	1,527,162
Less: Scheduled Payments		81,677		26,188		55,489		2,740		15,292		68,041
Add: Corporate Debt ⁽³⁾		125,602		-		125,602		-		-		125,602

Net Maturities		1,941,378		265,594		1,675,784		223,095		132,034		1,584,723

Total Net Maturities Project Count		35		11		24		-		11		35

Closed Loans / To be Fully Amortized ⁽²⁾		12,979		1,246		11,733		-		441		12,174
Committed Deals / Automatic Extensions ⁽²⁾		63,911		-		63,911		942		-		62,969
Extension Available ^{(1) (2)}		1,340,056		158,051		1,182,005		202,863		79,313		1,058,455

Subtotal		1,416,946		159,297		1,257,649		203,805		79,754		1,133,598


Remaining to Finance	$	524,432	$	106,297	$	418,135	$	19,290	$	52,280	$	451,125

Remaining to Address Project Count		24		7		17		-		7		24

	(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)		Reflects activity through December 8, 2010.

	(3)		The credit facility amount of $125,602 outstanding as of October 31, 2010 has a maximum commitment of $481,704. Based on specific capital raising events through October 31, 2010, a permanent reduction in available borrowings of $11,368 became effective November 5, 2010. The remaining availability is further reduced by $77,581 of outstanding letters of credit and $46,891 reserve for retirement of indebtedness.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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, 2010		January 31, 2010
	(in thousands)

Members’ and partners’ equity, as below	$	555,809	$	557,456
Equity of other members and partners		489,180		513,708


Company’s investment in partnerships		66,629		43,748
Basis differences		73,597		21,498
Advances to and on behalf of other affiliates		26,717		200,097

Total Investments in and Advances to Affiliates	$	166,943	$	265,343

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


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
	October 31, 2010			January 31, 2010			October 31, 2010			January 31, 2010
	(in thousands)

Balance Sheet:
Real Estate
Completed rental properties	$	5,495,423		$	4,373,423		$	1,936,633		$	1,368,451
Projects under construction and development		196,307			771,521			66,994			305,420
Land held for development or sale		268,731			271,129			113,172			116,863

Total Real Estate		5,960,461			5,416,073			2,116,799			1,790,734

Less accumulated depreciation		(920,610	)		(721,908	)		(411,889	)		(326,169	)


Real Estate, net		5,039,851			4,694,165			1,704,910			1,464,565

Restricted cash - military housing bond funds		346,281			481,615			4,878			6,149
Other restricted cash and escrowed funds		232,328			222,752			75,036			62,257
Other assets		724,712			501,169			212,458			173,799

Total Assets	$	6,343,172		$	5,899,701		$	1,997,282		$	1,706,770


Mortgage debt and notes payable, nonrecourse	$	5,304,422		$	4,721,705		$	1,694,538		$	1,473,947
Other liabilities		482,941			620,540			162,518			168,410

Total Liabilities		5,787,363			5,342,245			1,857,056			1,642,357
Members’ and partners’ equity		555,809			557,456			140,226			65,246
Noncontrolling interest		-			-			-			(833	)

Total Equity		555,809			557,456			140,226			64,413


Total Liabilities and Members’ and Partners’ Equity	$	6,343,172		$	5,899,701		$	1,997,282		$	1,706,770

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,	2010			2009			2010			2009
	(in thousands)

Operations:
Revenues	$	220,541		$	179,021		$	83,098		$	74,528
Equity in earnings of unconsolidated entities on a pro-rata basis		-			-			239			599
Operating expenses		(113,955	)		(105,247	)		(36,568	)		(51,910	)
Interest expense including early extinguishment of debt		(68,201	)		(55,280	)		(19,863	)		(15,247	)
Depreciation and amortization		(42,232	)		(30,811	)		(13,871	)		(12,752	)
Interest and other income		4,196			1,225			525			1,661
Noncontrolling interest		-			-			14			(13	)

Earnings (loss) from continuing operations		349			(11,092	)		13,574			(3,134	)


Discontinued Operations:
Operating earnings from rental properties		997			91			-			-
Gain on disposition of rental properties ⁽²⁾		10,998			8,997			8,658			4,498

Discontinued operations subtotal		11,995			9,088			8,658			4,498

Net earnings (loss) (pre-tax)	$	12,344		$	(2,004	)	$	22,232		$	1,364

Impairment of investments in unconsolidated entities ⁽¹⁾		(21,564	)		(13,200	)		(21,564	)		(13,200	)

Net earnings (loss) (pre-tax) from unconsolidated entities	$	(9,220	)	$	(15,204	)	$	668		$	(11,836	)


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
Nine Months Ended October 31,	2010			2009			2010			2009
	(in thousands)

Operations:
Revenues	$	681,069		$	627,008		$	250,799		$	262,820
Equity in earnings (loss) of unconsolidated entities on a pro-rata basis		-			-			(5,694	)		1,048
Operating expenses		(381,595	)		(403,007	)		(130,011	)		(187,980	)
Interest expense including early extinguishment of debt		(199,077	)		(163,423	)		(58,981	)		(48,197	)
Impairment of real estate ⁽¹⁾		(1,457	)		-			(743	)		-
Depreciation and amortization		(123,894	)		(113,835	)		(39,535	)		(45,451	)
Interest and other income		11,532			9,727			1,219			2,866
Noncontrolling interest		-			-			(6,332	)		(81	)

Earnings (loss) from continuing operations		(13,422	)		(43,530	)		10,722			(14,975	)


Discontinued Operations:
Operating earnings from rental properties		1,165			451			-			-
Gain on disposition of rental properties ⁽²⁾		10,998			8,997			8,658			4,498

Discontinued operations subtotal		12,163			9,448			8,658			4,498

Net earnings (loss) (pre-tax)	$	(1,259	)	$	(34,082	)	$	19,380		$	(10,477	)

Impairment of investments in unconsolidated entities ⁽¹⁾		(36,002	)		(34,663	)		(36,002	)		(34,663	)
Loss on disposition of unconsolidated investments, net ⁽²⁾		(830	)		-			(830	)		-

Net loss (pre-tax) from unconsolidated entities	$	(38,091	)	$	(68,745	)	$	(17,452	)	$	(45,140	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Investments in and Advances to Affiliates (continued)

(1)

The following table shows the detail of the impairment of unconsolidated entities:


		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
		Three Months Ended October 31,
		2010		2009		2010		2009
		(in thousands)
Impairment of investment in unconsolidated entities:
Mixed-Use Land Development:
Central Station:
One Museum Park West	(Chicago, Illinois)	$	8,250	$	-	$	8,250	$	-
Museum Park Place Two	(Chicago, Illinois)		4,461		-		4,461		-
One Museum Park East	(Chicago, Illinois)		3,237		-		3,237		-
1600 Museum Park	(Chicago, Illinois)		2,363		-		2,363		-
Shamrock Business Center	(Painesville, Ohio)		170		1,150		170		1,150
Office Buildings:
Mesa del Sol - Aperture Center	(Albuquerque, New Mexico)		2,733		-		2,733		-
Apartment Communities:
Millender Center	(Detroit, Michigan)		-		3,247		-		3,247
Metropolitan Lofts	(Los Angeles, California)		-		1,466		-		1,466
Pittsburgh Peripheral (Commercial Land Development Project)	(Pittsburgh, Pennsylvania)		-		7,217		-		7,217
Other			350		120		350		120

Total impairment of investment in unconsolidated entities		$	21,564	$	13,200	$	21,564	$	13,200


Total impairment of unconsolidated entities		$	21,564	$	13,200	$	21,564	$	13,200


		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
		Nine Months Ended October 31,
		2010		2009		2010		2009
		(in thousands)
Impairment of real estate:
Mixed-Use Land Development:
Old Stone Crossing at Caldwell Creek	(Charlotte, North Carolina)	$	1,457	$	-	$	743	$	-

		$	1,457	$	-	$	743	$	-


Impairment of investment in unconsolidated entities:
Mixed-Use Land Development:
Central Station:
One Museum Park West	(Chicago, Illinois)	$	8,250	$	-	$	8,250	$	-
Museum Park Place Two	(Chicago, Illinois)		4,461		-		4,461		-
One Museum Park East	(Chicago, Illinois)		3,237		-		3,237		-
1600 Museum Park	(Chicago, Illinois)		2,363		-		2,363		-
Mercy Campus	(Chicago, Illinois)		1,817		-		1,817		-
Shamrock Business Center	(Painesville, Ohio)		170		1,150		170		1,150
Old Stone Crossing at Caldwell Creek	(Charlotte, North Carolina)		-		122		-		122
Office Buildings:
818 Mission Street	(San Francisco, California)		4,018		-		4,018		-
Bulletin Building	(San Francisco, California)		3,543		-		3,543		-
Mesa del Sol - Aperture Center	(Albuquerque, New Mexico)		2,733		-		2,733		-
Specialty Retail Centers:
Metreon	(San Francisco, California)		4,595		-		4,595		-
Southgate Mall	(Yuma, Arizona)		-		1,611		-		1,611
Apartment Communities:
Millender Center	(Detroit, Michigan)		-		10,317		-		10,317
Uptown Apartments	(Oakland, California)		-		6,781		-		6,781
Metropolitan Lofts	(Los Angeles, California)		-		2,505		-		2,505
Residences at University Park	(Cambridge, Massachusetts)		-		855		-		855
Fenimore Court	(Detroit, Michigan)		-		693		-		693
Classic Residence by Hyatt (Supported-living Apartments)	(Yonkers, New York)		-		3,152		-		3,152
Pittsburgh Peripheral (Commercial Land Development Project)	(Pittsburgh, Pennsylvania)		-		7,217		-		7,217
Other			815		260		815		260

Total impairment of investment in unconsolidated entities		$	36,002	$	34,663	$	36,002	$	34,663


Total impairment of unconsolidated entities		$	37,459	$	34,663	$	36,745	$	34,663

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Investments in and Advances to Affiliates (continued)

(2)

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


		Combined (100%)					Pro-Rata Share
		(GAAP)					(Non-GAAP)
		Three Months Ended October 31,
		2010			2009		2010			2009
		(in thousands)
Gain on disposition of rental properties:
Specialty Retail Centers:
Woodbridge Crossing	(Woodbridge, New Jersey)	$	6,443		$	-	$	6,443		$	-
Apartment Communities:
Pebble Creek	(Twinsburg, Ohio)		4,555			-		2,215			-
Boulevard Towers	(Amherst, New York)		-			8,997		-			4,498

Gain on disposition of rental properties		$	10,998		$	8,997	$	8,658		$	4,498


		Combined (100%)					Pro-Rata Share
		(GAAP)					(Non-GAAP)
		Nine Months Ended October 31,
		2010			2009		2010			2009
		(in thousands)
Gain on disposition of rental properties:
Specialty Retail Centers:
Woodbridge Crossing	(Woodbridge, New Jersey)	$	6,443		$	-	$	6,443		$	-
Apartment Communities:
Pebble Creek	(Twinsburg, Ohio)		4,555			-		2,215			-
Boulevard Towers	(Amherst, New York)		-			8,997		-			4,498

Gain on disposition of rental properties		$	10,998		$	8,997	$	8,658		$	4,498


Gain (loss) on disposition of unconsolidated investments:
Specialty Retail Centers:
Coachella Plaza	(Coachella, California)		104			-		104			-
Southgate Mall	(Yuma, Arizona)		64			-		64			-
El Centro Mall	(El Centro, California)		48			-		48			-
Metreon	(San Francisco, California)		(1,046	)		-		(1,046	)		-

Loss on disposition of unconsolidated investments, net		$	(830	)	$	-	$	(830	)	$	-

(THIS PAGE INTENTIONALLY LEFT BLANK)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended October 31, 2010 and 2009 (in thousands)


	Commercial Group 2010														Commercial Group 2009
						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	$	243,505		$	16,421	$	42,053		$	311		$	269,448		$	240,928		$	10,612	$	28,032		$	389		$	258,737
Exclude straight-line rent adjustment		(4,124	)		-		-			(10	)		(4,134	)		(4,747	)		-		-			(12	)		(4,759	)

Adjusted revenues		239,381			16,421		42,053			301			265,314			236,181			10,612		28,032			377			253,978

Add interest and other income		3,230			645		209			-			2,794			843			17		1,481			-			2,307

Add equity in earnings (loss), including impairment of unconsolidated entities		9,984			-		(9,985	)		-			(1	)		(3,831	)		1		3,830			-			(2	)

Exclude gain (loss) on disposition of unconsolidated entities		(6,443	)		-		6,443			-			-			-			-		-			-			-

Exclude impairment of unconsolidated real estate		2,733			-		(2,733	)		-			-			7,217			-		(7,217	)		-			-

Exclude depreciation and amortization of unconsolidated entities		8,094			-		(8,094	)		-			-			4,410			-		(4,410	)		-			-

Adjusted total income		256,979			17,066		27,893			301			268,107			244,820			10,630		21,716			377			256,283

Operating expenses		118,200			8,656		16,775			156			126,475			116,408			5,241		14,473			226			125,866
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		416			-		-			-			416			1,591			-		-			-			1,591
Exclude straight-line rent adjustment		(1,429	)		-		-			-			(1,429	)		(1,611	)		-		-			-			(1,611	)
Exclude preference payment		(585	)		-		-			-			(585	)		(585	)		-		-			-			(585	)

Adjusted operating expenses		116,602			8,656		16,775			156			124,877			115,803			5,241		14,473			226			125,261

Net operating income		140,377			8,410		11,118			145			143,230			129,017			5,389		7,243			151			131,022

Interest expense		58,754			4,727		11,118			52			65,197			62,737			3,599		7,243			33			66,414

(Gain) loss on early extinguishment of debt		-			-		-			-			-			(24,219	)		-		-			-			(24,219	)

Noncontrolling interest in earnings before depreciation and amortization		3,683			3,683		-			-			-			1,790			1,790		-			-			-

Add: Pre-Tax EBDT from discontinued operations		93			-		-			(93	)		-			118			-		-			(118	)		-

Pre-Tax EBDT		78,033			-		-			-			78,033			88,827			-		-			-			88,827
Income tax expense (benefit)		4,993			-		-			-			4,993			3,713			-		-			-			3,713

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	73,040		$	-	$	-		$	-		$	73,040		$	85,114		$	-	$	-		$	-		$	85,114


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	73,040		$	-	$	-		$	-		$	73,040		$	85,114		$	-	$	-		$	-		$	85,114

Depreciation and amortization - Real Estate Groups		(52,601	)		-		-			(20	)		(52,621	)		(51,855	)		-		-			(140	)		(51,995	)

Amortization of mortgage procurement costs - Real Estate Groups		(3,264	)		-		-			(2	)		(3,266	)		(3,202	)		-		-			(12	)		(3,214	)

Deferred taxes - Real Estate Groups		(3,925	)		-		-			(140	)		(4,065	)		(10,088	)		-		-			10			(10,078	)

Straight-line rent adjustment		2,695			-		-			10			2,705			3,136			-		-			12			3,148

Preference payment		(585	)		-		-			-			(585	)		(585	)		-		-			-			(585	)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		(1,497	)		-		3,943			(758	)		1,688			-			-		-			-			-

Gain (loss) on disposition of unconsolidated entities, net of tax		3,943			-		(3,943	)		-			-			-			-		-			-			-

Impairment of consolidated and unconsolidated real estate, net of tax		(23,144	)		-		(1,674	)		-			(24,818	)		-			-		(4,417	)		-			(4,417	)

Impairment of unconsolidated real estate, net of tax		(1,674	)		-		1,674			-			-			(4,417	)		-		4,417			-			-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(20	)		-		-			20			-			(140	)		-		-			140			-
Amortization of mortgage procurement costs - Real Estate Groups		(2	)		-		-			2			-			(12	)		-		-			12			-
Deferred taxes - Real Estate Groups		(140	)		-		-			140			-			10			-		-			(10	)		-
Straight-line rent adjustment		10			-		-			(10	)		-			12			-		-			(12	)		-
Gain on disposition of rental properties		(758	)		-		-			758			-			-			-		-			-			-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-		-			-			-			-			-		-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(7,922	)	$	-	$	-		$	-		$	(7,922	)	$	17,973		$	-	$	-		$	-		$	17,973

Preferred dividends		-			-		-			-			-			-			-		-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(7,922	)	$	-	$	-		$	-		$	(7,922	)	$	17,973		$	-	$	-		$	-		$	17,973

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Residential Group 2010														Residential Group 2009
							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	$	52,706		$	923		$	39,020		$	-	$	90,803		$	57,108		$	1,414		$	38,694		$	3,166		$	97,554
Exclude straight-line rent adjustment		39			-			-			-		39			(15	)		-			-			-			(15	)

Adjusted revenues		52,745			923			39,020			-		90,842			57,093			1,414			38,694			3,166			97,539

Add interest and other income		6,006			158			304			-		6,152			2,712			8			93			-			2,797

Add equity in earnings (loss), including impairment of unconsolidated entities		9,870			14			(9,719	)		-		137			1,814			(14	)		(1,732	)		-			96

Exclude gain (loss) on disposition of unconsolidated entities		(2,215	)		-			2,215			-		-			(4,498	)		-			4,498			-			-

Exclude impairment of unconsolidated real estate		-			-			-			-		-			4,713			-			(4,713	)		-			-

Exclude depreciation and amortization of unconsolidated entities		5,741			-			(5,741	)		-		-			5,784			-			(5,784	)		-			-

Adjusted total income		72,147			1,095			26,079			-		97,131			67,618			1,408			31,056			3,166			100,432

Operating expenses		33,681			322			17,685			-		51,044			34,271			601			23,784			832			58,286
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		248			-			-			-		248			954			-			-			-			954
Exclude straight-line rent adjustment		2			-			-			-		2			1			-			-			-			1
Exclude preference payment		-			-			-			-		-			-			-			-			-			-

Adjusted operating expenses		33,931			322			17,685			-		51,294			35,226			601			23,784			832			59,241

Net operating income		38,216			773			8,394			-		45,837			32,392			807			7,272			2,334			41,191

Interest expense		3,295			192			8,369			-		11,472			5,409			344			7,272			600			12,937

(Gain) loss on early extinguishment of debt		(2,460	)		(247	)		25			-		(2,188	)		-			-			-			-			-

Noncontrolling interest in earnings before depreciation and amortization		828			828			-			-		-			463			463			-			-			-

Add: Pre-Tax EBDT from discontinued operations		-			-			-			-		-			1,734			-			-			(1,734	)		-

Pre-Tax EBDT		36,553			-			-			-		36,553			28,254			-			-			-			28,254

Income tax expense (benefit)		1,875			-			-			-		1,875			1,462			-			-			-			1,462

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	34,678		$	-		$	-		$	-	$	34,678		$	26,792		$	-		$	-		$	-		$	26,792


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	34,678		$	-		$	-		$	-	$	34,678		$	26,792		$	-		$	-		$	-		$	26,792

Depreciation and amortization - Real Estate Groups		(20,251	)		-			-			-		(20,251	)		(18,594	)		-			-			(608	)		(19,202	)

Amortization of mortgage procurement costs - Real Estate Groups		(716	)		-			-			-		(716	)		(595	)		-			-			(14	)		(609	)

Deferred taxes - Real Estate Groups		(4,730	)		-			-			-		(4,730	)		(1,823	)		-			-			(483	)		(2,306	)

Straight-line rent adjustment		(37	)		-			-			-		(37	)		16			-			-			-			16

Preference payment		-			-			-			-		-			-			-			-			-			-
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		352			-			1,356			-		1,708			-			-			2,753			-			2,753

Gain (loss) on disposition of unconsolidated entities, net of tax		1,356			-			(1,356	)		-		-			2,753			-			(2,753	)		-			-

Impairment of consolidated and unconsolidated real estate, net of tax		-			-			-			-		-			-			-			(2,885	)		(5,984	)		(8,869	)

Impairment of unconsolidated real estate, net of tax		-			-			-			-		-			(2,885	)		-			2,885			-			-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-			(608	)		-			-			608			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-			(14	)		-			-			14			-
Deferred taxes - Real Estate Groups		-			-			-			-		-			(483	)		-			-			483			-
Straight-line rent adjustment		-			-			-			-		-			-			-			-			-			-
Gain on disposition of rental properties		-			-			-			-		-			-			-			-			-			-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-			-			-		-			(5,984	)		-			-			5,984			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	10,652		$	-		$	-		$	-	$	10,652		$	(1,425	)	$	-		$	-		$	-		$	(1,425	)

Preferred dividends		-			-			-			-		-			-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	10,652		$	-		$	-		$	-	$	10,652		$	(1,425	)	$	-		$	-		$	-		$	(1,425	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Land Development Group 2010													Land Development Group 2009
						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	$	7,088		$	444	$	2,025		$	-	$	8,669		$	6,120		$	344	$	1,658		$	-	$	7,434
Exclude straight-line rent adjustment		1			-		-			-		1			-			-		-			-		-

Adjusted revenues		7,089			444		2,025			-		8,670			6,120			344		1,658			-		7,434

Add interest and other income		2,521			189		12			-		2,344			1,759			175		13			-		1,597

Add equity in earnings (loss), including impairment of unconsolidated entities		(18,771	)		-		19,289			-		518			1,034			-		(529	)		-		505

Exclude gain (loss) on disposition of unconsolidated entities		-			-		-			-		-			-			-		-			-		-

Exclude impairment of unconsolidated real estate		18,831			-		(18,831	)		-		-			1,270			-		(1,270	)		-		-

Exclude depreciation and amortization of unconsolidated entities		36			-		(36	)		-		-			46			-		(46	)		-		-

Adjusted total income		9,706			633		2,459			-		11,532			10,229			519		(174	)		-		9,536

Operating expenses		9,003			491		2,108			-		10,620			11,224			392		1,593			-		12,425
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		40			-		-			-		40			135			-		-			-		135
Exclude straight-line rent adjustment		-			-		-			-		-			-			-		-			-		-
Exclude preference payment		-			-		-			-		-			-			-		-			-		-

Adjusted operating expenses		9,043			491		2,108			-		10,660			11,359			392		1,593			-		12,560

Net operating income		663			142		351			-		872			(1,130	)		127		(1,767	)		-		(3,024	)

Interest expense		845			71		351			-		1,125			817			84		107			-		840

(Gain) loss on early extinguishment of debt		-			-		-			-		-			-			-		(1,874	)		-		(1,874	)

Noncontrolling interest in earnings before depreciation and amortization		71			71		-			-		-			43			43		-			-		-

Add: Pre-Tax EBDT from discontinued operations		-			-		-			-		-			-			-		-			-		-

Pre-Tax EBDT		(253	)		-		-			-		(253	)		(1,990	)		-		-			-		(1,990	)

Income tax expense (benefit)		(694	)		-		-			-		(694	)		1,031			-		-			-		1,031

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	441		$	-	$	-		$	-	$	441		$	(3,021	)	$	-	$	-		$	-	$	(3,021	)


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	441		$	-	$	-		$	-	$	441		$	(3,021	)	$	-	$	-		$	-	$	(3,021	)

Depreciation and amortization - Real Estate Groups		(48	)		-		-			-		(48	)		(87	)		-		-			-		(87	)

Amortization of mortgage procurement costs - Real Estate Groups		(47	)		-		-			-		(47	)		(65	)		-		-			-		(65	)

Deferred taxes - Real Estate Groups		(607	)		-		-			-		(607	)		1,657			-		-			-		1,657

Straight-line rent adjustment		(1	)		-		-			-		(1	)		-			-		-			-		-

Preference payment		-			-		-			-		-			-			-		-			-		-

Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-		-			-		-			-			-		-			-		-

Gain (loss) on disposition of unconsolidated entities, net of tax		-			-		-			-		-			-			-		-			-		-

Impairment of consolidated and unconsolidated real estate, net of tax		(344	)		-		(11,527	)		-		(11,871	)		(336	)		-		(778	)		-		(1,114	)

Impairment of unconsolidated real estate, net of tax		(11,527	)		-		11,527			-		-			(778	)		-		778			-		-

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 consolidated and unconsolidated real estate, net of tax		-			-		-			-		-			-			-		-			-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(12,133	)	$	-	$	-		$	-	$	(12,133	)	$	(2,630	)	$	-	$	-		$	-	$	(2,630	)

Preferred dividends		-			-		-			-		-			-			-		-			-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(12,133	)	$	-	$	-		$	-	$	(12,133	)	$	(2,630	)	$	-	$	-		$	-	$	(2,630	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	The Nets 2010												The Nets 2009
						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		-			-		-		-		-			-			-		-		-		-

Add interest and other income		-			-		-		-		-			-			-		6,218		-		6,218

Add equity in earnings (loss), including impairment of unconsolidated entities		(415	)		-		-		-		(415	)		(10,853	)		-		10,853		-		-

Exclude gain (loss) on disposition of unconsolidated entities		-			-		-		-		-			-			-		-		-		-

Exclude impairment of unconsolidated real estate		-			-		-		-		-			-			-		-		-		-

Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			-			-		-		-		-

Adjusted total income		(415	)		-		-		-		(415	)		(10,853	)		-		17,071		-		6,218

Operating expenses		-			-		-		-		-			-			-		12,060		-		12,060
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		-			-		-		-		-			-			-		2,512		-		2,512
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Exclude preference payment		-			-		-		-		-			-			-		-		-		-

Adjusted operating expenses		-			-		-		-		-			-			-		14,572		-		14,572

Net operating income		(415	)		-		-		-		(415	)		(10,853	)		-		2,499		-		(8,354	)

Interest expense		-			-		-		-		-			-			-		2,499		-		2,499

(Gain) loss on early extinguishment of debt		-			-		-		-		-			-			-		-		-		-

Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			-			-		-		-		-

Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-			-			-		-		-		-

Pre-Tax EBDT		(415	)		-		-		-		(415	)		(10,853	)		-		-		-		(10,853	)

Income tax expense (benefit)		183			-		-		-		183			(3,788	)		-		-		-		(3,788	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(598	)	$	-	$	-	$	-	$	(598	)	$	(7,065	)	$	-	$	-	$	-	$	(7,065	)


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(598	)	$	-	$	-	$	-	$	(598	)	$	(7,065	)	$	-	$	-	$	-	$	(7,065	)

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 (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-		-		-		-			-			-		-		-		-

Gain (loss) on disposition of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-

Impairment of consolidated and unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

Impairment of unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

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 consolidated and unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(598	)	$	-	$	-	$	-	$	(598	)	$	(7,065	)	$	-	$	-	$	-	$	(7,065	)

Preferred dividends		-			-		-		-		-			-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(598	)	$	-	$	-	$	-	$	(598	)	$	(7,065	)	$	-	$	-	$	-	$	(7,065	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Corporate Activities 2010												Corporate Activities 2009
						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		-			-		-		-		-			-			-		-		-		-

Add interest and other income		163			-		-		-		163			208			-		-		-		208

Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-

Exclude gain (loss) on disposition of unconsolidated entities		-			-		-		-		-			-			-		-		-		-

Exclude impairment of unconsolidated real estate		-			-		-		-		-			-			-		-		-		-

Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			-			-		-		-		-

Adjusted total income		163			-		-		-		163			208			-		-		-		208

Operating expenses		8,889			-		-		-		8,889			8,716			-		-		-		8,716
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		480			-		-		-		480			732			-		-		-		732
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Exclude preference payment		-			-		-		-		-			-			-		-		-		-

Adjusted operating expenses		9,369			-		-		-		9,369			9,448			-		-		-		9,448

Net operating income		(9,206	)		-		-		-		(9,206	)		(9,240	)		-		-		-		(9,240	)

Interest expense		15,509			-		-		-		15,509			18,764			-		-		-		18,764

(Gain) loss on early extinguishment of debt		-			-		-		-		-			(4,683	)		-		-		-		(4,683	)

Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			-			-		-		-		-

Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-			-			-		-		-		-

Pre-Tax EBDT		(24,715	)		-		-		-		(24,715	)		(23,321	)		-		-		-		(23,321	)

Income tax expense (benefit)		(7,853	)		-		-		-		(7,853	)		(7,113	)		-		-		-		(7,113	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(16,862	)	$	-	$	-	$	-	$	(16,862	)	$	(16,208	)	$	-	$	-	$	-	$	(16,208	)


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(16,862	)	$	-	$	-	$	-	$	(16,862	)	$	(16,208	)	$	-	$	-	$	-	$	(16,208	)

Depreciation and amortization - Real Estate Groups		-			-		-		-		-			-			-		-		-		-

Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			-			-		-		-		-

Deferred taxes - Real Estate Groups		(19,928	)		-		-		-		(19,928	)		4,971			-		-		-		4,971

Straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-

Preference payment		-			-		-		-		-			-			-		-		-		-

Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-		-		-		-			-			-		-		-		-

Gain (loss) on disposition of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-

Impairment of consolidated and unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

Impairment of unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

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 consolidated and unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(36,790	)	$	-	$	-	$	-	$	(36,790	)	$	(11,237	)	$	-	$	-	$	-	$	(11,237	)

Preferred dividends		(3,850	)		-		-		-		(3,850	)		-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(40,640	)	$	-	$	-	$	-	$	(40,640	)	$	(11,237	)	$	-	$	-	$	-	$	(11,237	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Total 2010															Total 2009
							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	$	303,299		$	17,788		$	83,098		$	311		$	368,920		$	304,156		$	12,370		$	68,384		$	3,555		$	363,725
Exclude straight-line rent adjustment		(4,084	)		-			-			(10	)		(4,094	)		(4,762	)		-			-			(12	)		(4,774	)

Adjusted revenues		299,215			17,788			83,098			301			364,826			299,394			12,370			68,384			3,543			358,951

Add interest and other income		11,920			992			525			-			11,453			5,522			200			7,805			-			13,127

Add equity in earnings (loss), including impairment of unconsolidated entities		668			14			(415	)		-			239			(11,836	)		(13	)		12,422			-			599

Exclude gain (loss) on disposition of unconsolidated entities		(8,658	)		-			8,658			-			-			(4,498	)		-			4,498			-			-

Exclude impairment of unconsolidated real estate		21,564			-			(21,564	)		-			-			13,200			-			(13,200	)		-			-

Exclude depreciation and amortization of unconsolidated entities		13,871			-			(13,871	)		-			-			10,240			-			(10,240	)		-			-

Adjusted total income		338,580			18,794			56,431			301			376,518			312,022			12,557			69,669			3,543			372,677

Operating expenses		169,773			9,469			36,568			156			197,028			170,619			6,234			51,910			1,058			217,353
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,184			-			-			-			1,184			3,412			-			2,512			-			5,924
Exclude straight-line rent adjustment		(1,427	)		-			-			-			(1,427	)		(1,610	)		-			-			-			(1,610	)
Exclude preference payment		(585	)		-			-			-			(585	)		(585	)		-			-			-			(585	)

Adjusted operating expenses		168,945			9,469			36,568			156			196,200			171,836			6,234			54,422			1,058			221,082

Net operating income		169,635			9,325			19,863			145			180,318			140,186			6,323			15,247			2,485			151,595

Interest expense		78,403			4,990			19,838			52			93,303			87,727			4,027			17,121			633			101,454

(Gain) loss on early extinguishment of debt		(2,460	)		(247	)		25			-			(2,188	)		(28,902	)		-			(1,874	)		-			(30,776	)

Noncontrolling interest in earnings before depreciation and amortization		4,582			4,582			-			-			-			2,296			2,296			-			-			-

Add: Pre-Tax EBDT from discontinued operations		93			-			-			(93	)		-			1,852			-			-			(1,852	)		-

Pre-Tax EBDT		89,203			-			-			-			89,203			80,917			-			-			-			80,917

Income tax expense (benefit)		(1,496	)		-			-			-			(1,496	)		(4,695	)		-			-			-			(4,695	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	90,699		$	-		$	-		$	-		$	90,699		$	85,612		$	-		$	-		$	-		$	85,612


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	90,699		$	-		$	-		$	-		$	90,699		$	85,612		$	-		$	-		$	-		$	85,612

Depreciation and amortization - Real Estate Groups		(72,900	)		-			-			(20	)		(72,920	)		(70,536	)		-			-			(748	)		(71,284	)

Amortization of mortgage procurement costs - Real Estate Groups		(4,027	)		-			-			(2	)		(4,029	)		(3,862	)		-			-			(26	)		(3,888	)

Deferred taxes - Real Estate Groups		(29,190	)		-			-			(140	)		(29,330	)		(5,283	)		-			-			(473	)		(5,756	)

Straight-line rent adjustment		2,657			-			-			10			2,667			3,152			-			-			12			3,164

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

Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		(1,145	)		-			5,299			(758	)		3,396			-			-			2,753			-			2,753

Gain (loss) on disposition of unconsolidated entities, net of tax		5,299			-			(5,299	)		-			-			2,753			-			(2,753	)		-			-

Impairment of consolidated and unconsolidated real estate, net of tax		(23,488	)		-			(13,201	)		-			(36,689	)		(336	)		-			(8,080	)		(5,984	)		(14,400	)

Impairment of unconsolidated real estate, net of tax		(13,201	)		-			13,201			-			-			(8,080	)		-			8,080			-			-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(20	)		-			-			20			-			(748	)		-			-			748			-
Amortization of mortgage procurement costs - Real Estate Groups		(2	)		-			-			2			-			(26	)		-			-			26			-
Deferred taxes - Real Estate Groups		(140	)		-			-			140			-			(473	)		-			-			473			-
Straight-line rent adjustment		10			-			-			(10	)		-			12			-			-			(12	)		-
Gain on disposition of rental properties		(758	)		-			-			758			-			-			-			-			-			-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-			-			-			-			(5,984	)		-			-			5,984			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(46,791	)	$	-		$	-		$	-		$	(46,791	)	$	(4,384	)	$	-		$	-		$	-		$	(4,384	)

Preferred dividends		(3,850	)		-			-			-			(3,850	)		-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(50,641	)	$	-		$	-		$	-		$	(50,641	)	$	(4,384	)	$	-		$	-		$	-		$	(4,384	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Nine Months Ended October 31, 2010 and 2009 (in thousands)


	Commercial Group 2010														Commercial Group 2009
						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	$	714,446		$	45,518	$	117,890		$	1,145		$	787,963		$	719,522		$	32,960		$	83,078		$	2,046		$	771,686
Exclude straight-line rent adjustment		(13,579	)		-		-			(28	)		(13,607	)		(14,325	)		-			-			(54	)		(14,379	)

Adjusted revenues		700,867			45,518		117,890			1,117			774,356			705,197			32,960			83,078			1,992			757,307

Add interest and other income		13,441			1,060		318			-			12,699			2,645			(43	)		2,125			-			4,813

Add gain on disposition of partial interests in other investment - Nets		-			-		-			-			-			-			-			-			-			-

Add equity in earnings (loss), including impairment of unconsolidated entities		3,245			-		(3,245	)		-			-			(3,863	)		1			3,862			-			(2	)

Exclude gain (loss) on disposition of unconsolidated entities		(5,613	)		-		5,613			-			-			-			-			-			-			-

Exclude impairment of unconsolidated real estate		14,889			-		(14,889	)		-			-			8,828			-			(8,828	)		-			-

Exclude depreciation and amortization of unconsolidated entities		20,619			-		(20,619	)		-			-			12,895			-			(12,895	)		-			-

Adjusted total income		747,448			46,578		85,068			1,117			787,055			725,702			32,918			67,342			1,992			762,118

Operating expenses		352,301			24,453		52,441			611			380,900			342,523			15,341			44,860			1,021			373,063
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,355			-		-			-			1,355			4,876			-			-			-			4,876
Exclude straight-line rent adjustment		(4,090	)		-		-			-			(4,090	)		(4,857	)		-			-			-			(4,857	)
Exclude preference payment		(1,756	)		-		-			-			(1,756	)		(1,756	)		-			-			-			(1,756	)

Adjusted operating expenses		347,810			24,453		52,441			611			376,409			340,786			15,341			44,860			1,021			371,326

Net operating income		399,638			22,125		32,627			506			410,646			384,916			17,577			22,482			971			390,792

Interest expense		181,510			14,148		32,627			118			200,107			175,812			9,571			22,482			426			189,149

(Gain) loss on early extinguishment of debt		-			-		-			-			-			(24,219	)		-			-			-			(24,219	)

Noncontrolling interest in earnings before depreciation and amortization		7,977			7,977		-			-			-			8,006			8,006			-			-			-

Add: Pre-Tax EBDT from discontinued operations		388			-		-			(388	)		-			545			-			-			(545	)		-

Pre-Tax EBDT		210,539			-		-			-			210,539			225,862			-			-			-			225,862

Income tax expense (benefit)		4,398			-		-			-			4,398			8,088			-			-			-			8,088

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	206,141		$	-	$	-		$	-		$	206,141		$	217,774		$	-		$	-		$	-		$	217,774


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	206,141		$	-	$	-		$	-		$	206,141		$	217,774		$	-		$	-		$	-		$	217,774

Depreciation and amortization - Real Estate Groups		(155,955	)		-		-			(134	)		(156,089	)		(157,265	)		-			-			(525	)		(157,790	)

Amortization of mortgage procurement costs - Real Estate Groups		(8,615	)		-		-			(26	)		(8,641	)		(9,286	)		-			-			(41	)		(9,327	)

Deferred taxes - Real Estate Groups		(17,044	)		-		-			(194	)		(17,238	)		(12,473	)		-			-			(29	)		(12,502	)

Straight-line rent adjustment		9,489			-		-			28			9,517			9,468			-			-			54			9,522

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

Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		106,118			-		3,436			(758	)		108,796			-			-			-			2,784			2,784

Gain (loss) on disposition of unconsolidated entities, net of tax		3,436			-		(3,436	)		-			-			-			-			-			-			-

Impairment of consolidated and unconsolidated real estate, net of tax		(50,944	)		-		(9,115	)		-			(60,059	)		-			-			(5,404	)		-			(5,404	)

Impairment of unconsolidated real estate, net of tax		(9,115	)		-		9,115			-			-			(5,404	)		-			5,404			-			-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(134	)		-		-			134			-			(525	)		-			-			525			-
Amortization of mortgage procurement costs - Real Estate Groups		(26	)		-		-			26			-			(41	)		-			-			41			-
Deferred taxes - Real Estate Groups		(194	)		-		-			194			-			(29	)		-			-			29			-
Straight-line rent adjustment		28			-		-			(28	)		-			54			-			-			(54	)		-
Gain on disposition of rental properties		(758	)		-		-			758			-			2,784			-			-			(2,784	)		-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-		-			-			-			-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	80,671		$	-	$	-		$	-		$	80,671		$	43,301		$	-		$	-		$	-		$	43,301

Preferred dividends		-			-		-			-			-			-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	80,671		$	-	$	-		$	-		$	80,671		$	43,301		$	-		$	-		$	-		$	43,301

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Nine Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Residential Group 2010															Residential Group 2009
							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	$	157,888		$	2,701		$	110,684		$	2,506		$	268,377		$	194,014		$	3,990		$	140,264		$	9,061		$	339,349
Exclude straight-line rent adjustment		(731	)		-			-			-			(731	)		(31	)		-			-			-			(31	)

Adjusted revenues		157,157			2,701			110,684			2,506			267,646			193,983			3,990			140,264			9,061			339,318
Add interest and other income		14,243			400			834			4			14,681			12,842			59			489			-			13,272

Add gain on disposition of partial interests in other investment - Nets		-			-			-			-			-			-			-			-			-			-
Add equity in earnings (loss), including impairment of unconsolidated entities		16,532			(89	)		(16,067	)		-			554			(14,856	)		(82	)		15,055			-			281

Exclude gain (loss) on disposition of unconsolidated entities		(2,215	)		-			2,215			-			-			(4,498	)		-			4,498			-			-
Exclude impairment of unconsolidated real estate		-			-			-			-			-			24,303			-			(24,303	)		-			-

Exclude depreciation and amortization of unconsolidated entities		17,787			-			(17,787	)		-			-			19,608			-			(19,608	)		-			-

Adjusted total income		203,504			3,012			79,879			2,510			282,881			231,382			3,967			116,395			9,061			352,871

Operating expenses		98,833			1,076			54,874			1,610			154,241			131,629			937			94,526			2,468			227,686
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,098			-			-			-			1,098			2,871			-			-			-			2,871
Exclude straight-line rent adjustment		4			-			-			-			4			-			-			-			-			-
Exclude preference payment		-			-			-			-			-			-			-			-			-			-

Adjusted operating expenses		99,935			1,076			54,874			1,610			155,343			134,500			937			94,526			2,468			230,557
Net operating income		103,569			1,936			25,005			900			127,538			96,882			3,030			21,869			6,593			122,314

Interest expense		17,318			646			24,980			118			41,770			21,104			1,038			21,693			2,200			43,959
(Gain) loss on early extinguishment of debt		(2,460	)		(247	)		25			-			(2,188	)		403			-			176			-			579

Noncontrolling interest in earnings before depreciation and amortization		1,537			1,537			-			-			-			1,992			1,992			-			-			-
Add: Pre-Tax EBDT from discontinued operations		782			-			-			(782	)		-			4,393			-			-			(4,393	)		-

Pre-Tax EBDT		87,956			-			-			-			87,956			77,776			-			-			-			77,776
Income tax expense (benefit)		499			-			-			-			499			(4,341	)		-			-			-			(4,341	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	87,457		$	-		$	-		$	-		$	87,457		$	82,117		$	-		$	-		$	-		$	82,117

Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	87,457		$	-		$	-		$	-		$	87,457		$	82,117		$	-		$	-		$	-		$	82,117
Depreciation and amortization - Real Estate Groups		(55,736	)		-			-			(636	)		(56,372	)		(57,893	)		-			-			(2,478	)		(60,371	)

Amortization of mortgage procurement costs - Real Estate Groups		(1,859	)		-			-			(13	)		(1,872	)		(1,928	)		-			-			(68	)		(1,996	)
Deferred taxes - Real Estate Groups		(11,343	)		-			-			(400	)		(11,743	)		(9,622	)		-			-			(750	)		(10,372	)

Straight-line rent adjustment		735			-			-			-			735			31			-			-			-			31
Preference payment		-			-			-			-			-			-			-			-			-			-
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		18,083			-			1,356			1,099			20,538			-			-			2,753			-			2,753
Gain (loss) on disposition of unconsolidated entities, net of tax		1,356			-			(1,356	)		-			-			2,753			-			(2,753	)		-			-

Impairment of consolidated and unconsolidated real estate, net of tax		-			-			-			-			-			(897	)		-			(14,877	)		(5,984	)		(21,758	)
Impairment of unconsolidated real estate, net of tax		-			-			-			-			-			(14,877	)		-			14,877			-			-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(636	)		-			-			636			-			(2,478	)		-			-			2,478			-
Amortization of mortgage procurement costs - Real Estate Groups		(13	)		-			-			13			-			(68	)		-			-			68			-
Deferred taxes - Real Estate Groups		(400	)		-			-			400			-			(750	)		-			-			750			-
Straight-line rent adjustment		-			-			-			-			-			-			-			-			-			-
Gain on disposition of rental properties		1,099			-			-			(1,099	)		-			-			-			-			-			-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-			-			-			-			(5,984	)		-			-			5,984			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	38,743		$	-		$	-		$	-		$	38,743		$	(9,596	)	$	-		$	-		$	-		$	(9,596	)

Preferred dividends		-			-			-			-			-			-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	38,743		$	-		$	-		$	-		$	38,743		$	(9,596	)	$	-		$	-		$	-		$	(9,596	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Nine Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Land Development Group 2010													Land Development Group 2009
						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	$	19,564		$	1,193	$	8,159		$	-	$	26,530		$	13,491		$	827		$	8,778		$	-	$	21,442
Exclude straight-line rent adjustment		5			-		-			-		5			-			-			-			-		-

Adjusted revenues		19,569			1,193		8,159			-		26,535			13,491			827			8,778			-		21,442
Add interest and other income		6,946			564		96			-		6,478			7,456			527			37			-		6,966

Add gain on disposition of partial interests in other investment - Nets		-			-		-			-		-			-			-			-			-		-
Add equity in earnings (loss), including impairment of unconsolidated entities		(19,223	)		-		20,531			-		1,308			3,420			-			(2,651	)		-		769

Exclude gain (loss) on disposition of unconsolidated entities		-			-		-			-		-			-			-			-			-		-
Exclude impairment of unconsolidated real estate		21,856			-		(21,856	)		-		-			1,532			-			(1,532	)		-		-

Exclude depreciation and amortization of unconsolidated entities		182			-		(182	)		-		-			198			-			(198	)		-		-

Adjusted total income		29,330			1,757		6,748			-		34,321			26,097			1,354			4,434			-		29,177

Operating expenses		26,874			1,409		6,545			-		32,010			24,049			1,177			6,036			-		28,908
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		119			-		-			-		119			406			-			-			-		406
Exclude straight-line rent adjustment		-			-		-			-		-			-			-			-			-		-
Exclude preference payment		-			-		-			-		-			-			-			-			-		-

Adjusted operating expenses		26,993			1,409		6,545			-		32,129			24,455			1,177			6,036			-		29,314
Net operating income		2,337			348		203			-		2,192			1,642			177			(1,602	)		-		(137	)

Interest expense		2,178			214		203			-		2,167			1,623			205			272			-		1,690
(Gain) loss on early extinguishment of debt		-			-		-			-		-			(9,466	)		-			(1,874	)		-		(11,340	)

Noncontrolling interest in earnings before depreciation and amortization		134			134		-			-		-			(28	)		(28	)		-			-		-
Add: Pre-Tax EBDT from discontinued operations		-			-		-			-		-			-			-			-			-		-


Pre-Tax EBDT		25			-		-			-		25			9,513			-			-			-		9,513
Income tax expense (benefit)		(982	)		-		-			-		(982	)		1,695			-			-			-		1,695

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	1,007		$	-	$	-		$	-	$	1,007		$	7,818		$	-		$	-		$	-	$	7,818

Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	1,007		$	-	$	-		$	-	$	1,007		$	7,818		$	-		$	-		$	-	$	7,818
Depreciation and amortization - Real Estate Groups		(202	)		-		-			-		(202	)		(275	)		-			-			-		(275	)

Amortization of mortgage procurement costs - Real Estate Groups		(211	)		-		-			-		(211	)		(410	)		-			-			-		(410	)
Deferred taxes - Real Estate Groups		(827	)		-		-			-		(827	)		(1,829	)		-			-			-		(1,829	)

Straight-line rent adjustment		(5	)		-		-			-		(5	)		-			-			-			-		-
Preference payment		-			-		-			-		-			-			-			-			-		-
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-		-			-		-			-			-			-			-		-
Gain (loss) on disposition of unconsolidated entities, net of tax		-			-		-			-		-			-			-			-			-		-

Impairment of consolidated and unconsolidated real estate, net of tax		(1,016	)		-		(13,380	)		-		(14,396	)		(1,016	)		-			(938	)		-		(1,954	)
Impairment of unconsolidated real estate, net of tax		(13,380	)		-		13,380			-		-			(938	)		-			938			-		-

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 consolidated and unconsolidated real estate, net of tax		-			-		-			-		-			-			-			-			-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(14,634	)	$	-	$	-		$	-	$	(14,634	)	$	3,350		$	-		$	-		$	-	$	3,350

Preferred dividends		-			-		-			-		-			-			-			-			-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(14,634	)	$	-	$	-		$	-	$	(14,634	)	$	3,350		$	-		$	-		$	-	$	3,350

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Nine Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	The Nets 2010													The Nets 2009
							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		-			-			-		-		-			-			-		-		-		-

Add interest and other income		-			-			14,037		-		14,037			-			-		30,915		-		30,915

Add gain on disposition of partial interests in other investment - Nets		55,112			23,675					-		31,437			-			-		-		-		-

Add equity in earnings (loss), including impairment of unconsolidated entities		(18,006	)		(6,243	)		4,207		-		(7,556	)		(29,841	)		-		29,841		-		-

Exclude gain (loss) on disposition of unconsolidated entities		-			-			-		-		-			-			-		-		-		-

Exclude impairment of unconsolidated real estate		-			-			-		-		-			-			-		-		-		-

Exclude depreciation and amortization of unconsolidated entities		-			-			-		-		-			-			-		-		-		-

Adjusted total income		37,106			17,432			18,244		-		37,918			(29,841	)		-		60,756		-		30,915

Operating expenses		-			-			16,151		-		16,151			-			-		42,558		-		42,558
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		-			-			947		-		947			-			-		12,750		-		12,750
Exclude straight-line rent adjustment		-			-			-		-		-			-			-		-		-		-
Exclude preference payment		-			-			-		-		-			-			-		-		-		-

Adjusted operating expenses		-			-			17,098		-		17,098			-			-		55,308		-		55,308

Net operating income		37,106			17,432			1,146		-		20,820			(29,841	)		-		5,448		-		(24,393	)

Interest expense		-			-			1,146		-		1,146			-			-		5,448		-		5,448

(Gain) loss on early extinguishment of debt		-			-			-		-		-			-			-		-		-		-

Noncontrolling interest in earnings before depreciation and amortization		17,432			17,432			-		-		-			-			-		-		-		-

Add: Pre-Tax EBDT from discontinued operations		-			-			-		-		-			-			-		-		-		-

Pre-Tax EBDT		19,674			-			-		-		19,674			(29,841	)		-		-		-		(29,841	)

Income tax expense (benefit)		8,900			-			-		-		8,900			(10,222	)		-		-		-		(10,222	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	10,774		$	-		$	-	$	-	$	10,774		$	(19,619	)	$	-	$	-	$	-	$	(19,619	)

Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	10,774		$	-		$	-	$	-	$	10,774		$	(19,619	)	$	-	$	-	$	-	$	(19,619	)

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 (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-			-		-		-			-			-		-		-		-

Gain (loss) on disposition of unconsolidated entities, net of tax		-			-			-		-		-			-			-		-		-		-

Impairment of consolidated and unconsolidated real estate, net of tax		-			-			-		-		-			-			-		-		-		-

Impairment of unconsolidated real estate, net of tax		-			-			-		-		-			-			-		-		-		-

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 consolidated and unconsolidated real estate, net of tax		-			-			-		-		-			-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	10,774		$	-		$	-	$	-	$	10,774		$	(19,619	)	$	-	$	-	$	-	$	(19,619	)

Preferred dividends		-			-			-		-		-			-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	10,774		$	-		$	-	$	-	$	10,774		$	(19,619	)	$	-	$	-	$	-	$	(19,619	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Nine Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Corporate Activities 2010												Corporate Activities 2009
						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		-			-		-		-		-			-			-		-		-		-
Add interest and other income		337			-		-		-		337			981			-		-		-		981

Add gain on disposition of partial interests in other investment - Nets		-			-		-		-		-			-			-		-		-		-
Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-

Exclude gain (loss) on disposition of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude impairment of unconsolidated real estate		-			-		-		-		-			-			-		-		-		-

Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			-			-		-		-		-

Adjusted total income		337			-		-		-		337			981			-		-		-		981

Operating expenses		29,325			-		-		-		29,325			30,617			-		-		-		30,617
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,365			-		-		-		1,365			2,219			-		-		-		2,219
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Exclude preference payment		-			-		-		-		-			-			-		-		-		-

Adjusted operating expenses		30,690			-		-		-		30,690			32,836			-		-		-		32,836
Net operating income		(30,353	)		-		-		-		(30,353	)		(31,855	)		-		-		-		(31,855	)

Interest expense		48,052			-		-		-		48,052			59,435			-		-		-		59,435
(Gain) loss on early extinguishment of debt		(8,193	)		-		-		-		(8,193	)		(4,683	)		-		-		-		(4,683	)

Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			-			-		-		-		-
Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-			-			-		-		-		-

Pre-Tax EBDT		(70,212	)		-		-		-		(70,212	)		(86,607	)		-		-		-		(86,607	)
Income tax expense (benefit)		(31,559	)		-		-		-		(31,559	)		(21,216	)		-		-		-		(21,216	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(38,653	)	$	-	$	-	$	-	$	(38,653	)	$	(65,391	)	$	-	$	-	$	-	$	(65,391	)

Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(38,653	)	$	-	$	-	$	-	$	(38,653	)	$	(65,391	)	$	-	$	-	$	-	$	(65,391	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			-			-		-		-		-

Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Deferred taxes - Real Estate Groups		(16,408	)		-		-		-		(16,408	)		11,103			-		-		-		11,103

Straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Preference payment		-			-		-		-		-			-			-		-		-		-

Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-		-		-		-			-			-		-		-		-
Gain (loss) on disposition of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-

Impairment of consolidated and unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

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 consolidated and unconsolidated real estate, net of tax		-			-		-		-		-			-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(55,061	)	$	-	$	-	$	-	$	(55,061	)	$	(54,288	)	$	-	$	-	$	-	$	(54,288	)

Preferred dividends		(7,957	)		-		-		-		(7,957	)		-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(63,018	)	$	-	$	-	$	-	$	(63,018	)	$	(54,288	)	$	-	$	-	$	-	$	(54,288	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Nine Months Ended October 31, 2010 and 2009 (in thousands) (continued)


	Total 2010															Total 2009
							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	$	891,898		$	49,412		$	236,733		$	3,651		$	1,082,870		$	927,027		$	37,777		$	232,120		$	11,107		$	1,132,477
Exclude straight-line rent adjustment		(14,305	)		-			-			(28	)		(14,333	)		(14,356	)		-			-			(54	)		(14,410	)

Adjusted revenues		877,593			49,412			236,733			3,623			1,068,537			912,671			37,777			232,120			11,053			1,118,067
Add interest and other income		34,967			2,024			15,285			4			48,232			23,924			543			33,566			-			56,947

Add gain on disposition of partial interests in other investment - Nets		55,112			23,675			-			-			31,437			-			-			-			-			-
Add equity in earnings (loss), including impairment of unconsolidated entities		(17,452	)		(6,332	)		5,426			-			(5,694	)		(45,140	)		(81	)		46,107			-			1,048

Exclude gain (loss) on disposition of unconsolidated entities		(7,828	)		-			7,828			-			-			(4,498	)		-			4,498			-			-
Exclude impairment of unconsolidated real estate		36,745			-			(36,745	)		-			-			34,663			-			(34,663	)		-			-

Exclude depreciation and amortization of unconsolidated entities		38,588			-			(38,588	)		-			-			32,701			-			(32,701	)		-			-

Adjusted total income		1,017,725			68,779			189,939			3,627			1,142,512			954,321			38,239			248,927			11,053			1,176,062

Operating expenses		507,333			26,938			130,011			2,221			612,627			528,818			17,455			187,980			3,489			702,832
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		3,937			-			947			-			4,884			10,372			-			12,750			-			23,122
Exclude straight-line rent adjustment		(4,086	)		-			-			-			(4,086	)		(4,857	)		-			-			-			(4,857	)
Exclude preference payment		(1,756	)		-			-			-			(1,756	)		(1,756	)		-			-			-			(1,756	)

Adjusted operating expenses		505,428			26,938			130,958			2,221			611,669			532,577			17,455			200,730			3,489			719,341
Net operating income		512,297			41,841			58,981			1,406			530,843			421,744			20,784			48,197			7,564			456,721

Interest expense		249,058			15,008			58,956			236			293,242			257,974			10,814			49,895			2,626			299,681
(Gain) loss on early extinguishment of debt		(10,653	)		(247	)		25			-			(10,381	)		(37,965	)		-			(1,698	)		-			(39,663	)

Noncontrolling interest in earnings before depreciation and amortization		27,080			27,080			-			-			-			9,970			9,970			-			-			-
Add: Pre-Tax EBDT from discontinued operations		1,170			-			-			(1,170	)		-			4,938			-			-			(4,938	)		-

Pre-Tax EBDT		247,982			-			-			-			247,982			196,703			-			-			-			196,703
Income tax expense (benefit)		(18,744	)		-			-			-			(18,744	)		(25,996	)		-			-			-			(25,996	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	266,726		$	-		$	-		$	-		$	266,726		$	222,699		$	-		$	-		$	-		$	222,699

Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	266,726		$	-		$	-		$	-		$	266,726		$	222,699		$	-		$	-		$	-		$	222,699
Depreciation and amortization - Real Estate Groups		(211,893	)		-			-			(770	)		(212,663	)		(215,433	)		-			-			(3,003	)		(218,436	)

Amortization of mortgage procurement costs - Real Estate Groups		(10,685	)		-			-			(39	)		(10,724	)		(11,624	)		-			-			(109	)		(11,733	)
Deferred taxes - Real Estate Groups		(45,622	)		-			-			(594	)		(46,216	)		(12,821	)		-			-			(779	)		(13,600	)

Straight-line rent adjustment		10,219			-			-			28			10,247			9,499			-			-			54			9,553
Preference payment		(1,756	)		-			-			-			(1,756	)		(1,756	)		-			-			-			(1,756	)

Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		124,201			-			4,792			341			129,334			-			-			2,753			2,784			5,537
Gain (loss) on disposition of unconsolidated entities, net of tax		4,792			-			(4,792	)		-			-			2,753			-			(2,753	)		-			-

Impairment of consolidated and unconsolidated real estate, net of tax		(51,960	)		-			(22,495	)		-			(74,455	)		(1,913	)		-			(21,219	)		(5,984	)		(29,116	)
Impairment of unconsolidated real estate, net of tax		(22,495	)		-			22,495			-			-			(21,219	)		-			21,219			-			-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(770	)		-			-			770			-			(3,003	)		-			-			3,003			-
Amortization of mortgage procurement costs - Real Estate Groups		(39	)		-			-			39			-			(109	)		-			-			109			-
Deferred taxes - Real Estate Groups		(594	)		-			-			594			-			(779	)		-			-			779			-
Straight-line rent adjustment		28			-			-			(28	)		-			54			-			-			(54	)		-
Gain on disposition of rental properties		341			-			-			(341	)		-			2,784			-			-			(2,784	)		-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-			-			-			-			(5,984	)		-			-			5,984			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	60,493		$	-		$	-		$	-		$	60,493		$	(36,852	)	$	-		$	-		$	-		$	(36,852	)

Preferred dividends		(7,957	)		-			-			-			(7,957	)		-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	52,536		$	-		$	-		$	-		$	52,536		$	(36,852	)	$	-		$	-		$	-		$	(36,852	)

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FOREST CITY ENTERPRISES INC Reports