FORM 8-K

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Forest City Enterprises, Inc. and Subsidiaries
Three Months Ended April 30, 2009 and 2008
Supplemental Package

NYSE: FCEA, FCEB

Index


Corporate Overview			2

Supplemental Operating Information
Occupancy Data			4
Comparable Net Operating Income (NOI)			5
Comparable NOI Detail			6
Reconciliation of NOI to Net Loss			7
Lease Expirations Schedules			8-9
Schedules of Significant Tenants			10-11
Development Pipeline			12-15

Supplemental Financial Information
Projects under Development Debt and Mortgage Financings			16
Scheduled Maturities Table			17-18
Upcoming Maturities Summary			19-22
Consolidated Balance Sheet Information			23-24
Consolidated Earnings Information			25-26
Investments in and Advances to Affiliates			27-28
Real Estate and Related Nonrecourse Mortgage Debt			29-30
Results of Operations Summary			31-32
Reconciliation of Net Loss to EBDT			33-34
Summary of EBDT			35-40

This Supplemental Package, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of our Form 10-K for the year ended January 31, 2009, as updated in Part II, Item 1A of our Form 10-Q for the three months ended April 30, 2009, and other factors that might cause differences, some of which could be material, include, but are not limited to, the impact of current market conditions on our liquidity, ability to finance or refinance projects and repay our debt, 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 developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, volatility in the market price of our publicly traded securities, litigation risks, as well as other risks listed from time to time in our reports filed with the Securities and Exchange Commission. We have no obligation to revise or update any forward-looking statements, other than imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Corporate Overview

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

We have approximately $11.7 billion of assets in 27 states and the District of Columbia at April 30, 2009. Our core markets include the New York City/Philadelphia metropolitan area, Denver, Boston, the Greater Washington, D.C./Baltimore metropolitan area, Chicago and the state of California. As a result of an ongoing effort to increase property concentration in the core markets, these markets now account for approximately 77 percent of the cost of our real estate portfolio at April 30, 2009. We have offices in Albuquerque, Boston, Chicago, Denver, London (England), Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.

SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION

We recommend that this supplemental package be read in conjunction with our Form 10-Q for the three months ended April 30, 2009. This supplemental package contains certain measures prepared in accordance with generally accepted accounting principles (“GAAP”) under the full consolidation accounting method and certain measures prepared under the pro-rata consolidation method, a non-GAAP measure. Along with net earnings, we use an additional measure, Earnings Before Depreciation, Amortization and Deferred Taxes (“EBDT”), to report operating results. EBDT is a non-GAAP measure and may not be directly comparable to similarly-titled measures reported by other companies. The non-GAAP financial measures presented under the pro-rata consolidation method, comparable net operating income (“NOI”) and EBDT, provide supplemental information about our operations. Although these measures are not presented in accordance with GAAP, we believe they are necessary to understand our business and operating results, along with net earnings and other GAAP measures. Our investors can use these non-GAAP measures as supplementary information to evaluate our business. Our non-GAAP measures are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP measures.

Consolidation Methods

We present certain financial amounts under the pro-rata consolidation method because we believe this information is useful to investors as this method reflects the manner in which we operate our business. In line with industry practice, we have made a large number of investments in which our economic ownership is less than 100% as a means of procuring opportunities and sharing risk. Under the pro-rata consolidation method, we generally present our investments proportionate to our economic share of ownership. Under GAAP, the full consolidation method is used to report partnership assets and liabilities consolidated at 100% if deemed to be under our control or if we are deemed to be the primary beneficiary of the variable interest entity (“VIE”), even if our ownership is not 100%. We provide reconciliations from the full consolidation method to the pro-rata consolidation method throughout our supplemental package. Please refer to our property listing for the detail of our consolidated and non-consolidated properties in our supplemental package for the year ended January 31, 2009 on pages 60-72.

EBDT

We believe that EBDT, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors can affect net earnings in the short-term, we believe EBDT presents a more consistent view of the overall financial performance of our business from period-to-period. EBDT is used by the chief operating decision maker and management to assess performance and resource allocations by strategic business unit and on a consolidated basis. EBDT is similar to Funds From Operations (“FFO”), a measure of performance used by publicly traded Real Estate Investment Trusts (“REIT”), 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 32-34.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Supplemental Operating Information

The operating information contained in this document includes: occupancy data, comparable NOI, reconciliation of NOI to net earnings (loss), retail and office lease expirations, significant retail and office tenant listings, and our development pipeline. We believe this information will give interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including properties that were open and operated in both the three months ended April 30, 2009 and 2008.

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

Comparable NOI is useful because it measures the performance of the same properties on a period-to-period basis and, along with EBDT (as discussed beginning on page 32), 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, a reconciliation from NOI to comparable NOI are provided on pages 5-7 of this document, and a reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 35-40.

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 for the fiscal year ended January 31, 2009 as filed with the Securities and Exchange Commission can be found on our website 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
National City Bank
Stock Transfer Department
P.O. Box 92301
Cleveland, OH 44193-0900
(800) 622-6757
www.shareholder.inquiries@nationalcity.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 National City Bank at (800) 622-6757.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Occupancy Data - April 30, 2009 and 2008

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

April 30, 2009

April 30, 2008

Retail

Comparable

90.0%

90.1%

92.9%

93.2%

Total

87.7%

88.1%

91.5%

92.0%

Office

Comparable

90.3%

90.4%

90.1%

89.9%

Total

89.3%

89.0%

89.4%

Residential ⁽¹⁾

Comparable

91.5%

90.1%

93.4%

92.5%

Total

88.8%

85.5%

91.1%

90.5%

Hotels

Comparable and Total

56.2%

60.0%

Comparable ADR and Total ADR

135.09

134.45

(1)

Excludes military housing units.

Retail and office occupancy as of April 30, 2009 and 2008 is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date as of April 30, 2009 and 2008 for retail and office is calculated by dividing the sum of leased square feet at the beginning and end of the period by two. Residential occupancy as of April 30, 2009 and 2008 represents total units occupied divided by total units available. Average residential occupancy year-to-date for 2009 and 2008 is calculated by dividing gross potential rent less vacancy by gross potential rent. Average Daily Rate (“ADR”) is calculated by dividing revenue by the number of rooms sold for the three months ended April 30, 2009 and 2008.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


	Net Operating Income (dollars in thousands)
	Three Months Ended April 30, 2009														Three Months Ended April 30, 2008														% Change
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			(Non-GAAP)

Commercial Group
Retail
Comparable	$	59,792		$	2,741		$	5,455		$	-	$	62,506		$	60,222		$	2,569		$	5,454		$	-	$	63,107			(0.7	%)		(1.0	%)

Total		63,421			2,474			5,509			481		66,937			60,227			2,635			5,528			652		63,772

Office Buildings
Comparable		50,294			2,642			2,338			-		49,990			48,088			2,662			2,469			-		47,895			4.6	%		4.4	%

Total		63,107			2,563			2,386			-		62,930			54,930			2,390			2,576			-		55,116

Hotels
Comparable		1,193			-			-			-		1,193			1,391			-			211			-		1,602			(14.2	%)		(25.5	%)

Total		1,183			-			-			-		1,183			1,304			-			211			-		1,515

Earnings from Commercial Land Sales		2,736			591			-			-		2,145			1,361			574			-			-		787

Other ⁽¹⁾		(7,970	)		364			(169	)		-		(8,503	)		(24,325	)		(1,068	)		(524	)		-		(23,781	)


Total Commercial Group
Comparable		111,279			5,383			7,793			-		113,689			109,701			5,231			8,134			-		112,604			1.4	%		1.0	%

Total		122,477			5,992			7,726			481		124,692			93,497			4,531			7,791			652		97,409

Residential Group
Apartments
Comparable		27,199			792			6,087			-		32,494			26,779			694			6,994			-		33,079			1.6	%		(1.8	%)

Total		30,668			1,061			7,406			-		37,013			30,715			698			7,777			1,994		39,788

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

Total		7,698			(100	)		211			-		8,009			9,960			-			1,124			-		11,084

Other ⁽¹⁾		(10,347	)		33			(1	)		-		(10,381	)		(7,835	)		41			-			-		(7,876	)


Total Residential Group
Comparable		27,199			792			6,087			-		32,494			26,779			694			6,994			-		33,079			1.6	%		(1.8	%)

Total		28,019			994			7,616			-		34,641			32,840			739			8,901			1,994		42,996

Total Rental Properties
Comparable		138,478			6,175			13,880			-		146,183			136,480			5,925			15,128			-		145,683			1.5	%		0.3	%

Total		150,496			6,986			15,342			481		159,333			126,337			5,270			16,692			2,646		140,405

Land Development Group		707			(54	)		117			-		878			(559	)		18			130			-		(447	)

The Nets		(10,681	)		-			997			-		(9,684	)		(13,473	)		-			1,613			-		(11,860	)

Corporate Activities		(16,540	)		-			-			-		(16,540	)		(13,312	)		-			-			-		(13,312	)


Grand Total	$	123,982		$	6,932		$	16,456		$	481	$	133,987		$	98,993		$	5,288		$	18,435		$	2,646	$	114,786

	(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.

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

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 April 30, 2009															Three Months Ended April 30, 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	313,029		$	12,419		$	90,875		$	813		$	392,298		$	305,010		$	16,513		$	91,146		$	3,180		$	382,823
Exclude straight-line rent adjustment (1)		(4,399	)		-			-			(12	)		(4,411	)		(4,720	)		-			-			(10	)		(4,730	)

Adjusted revenues		308,630			12,419			90,875			801			387,887			300,290			16,513			91,146			3,170			378,093

Operating expenses		194,847			5,645			63,078			320			252,600			207,356			11,719			64,575			531			260,743
Add back non-Real Estate depreciation and amortization (b)		3,452			-			7,158			-			10,610			3,319			-			10,611			-			13,930
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			120			-			120			-			-			45			-			45
Exclude straight-line rent adjustment (2)		(1,636	)		-			-			-			(1,636	)		(1,583	)		-			-			-			(1,583	)
Exclude preference payment		(585	)		-			-			-			(585	)		(936	)		-			-			-			(936	)

Adjusted operating expenses		196,078			5,645			70,356			320			261,109			208,156			11,719			75,231			531			272,199

Add interest income and other income		6,808			140			473			-			7,141			8,398			475			1,601			7			9,531
Add equity in earnings (loss), including impairment of unconsolidated entities		(15,866	)		18			15,952			-			68			(9,647	)		19			9,027			-			(639	)
Exclude gain on disposition of unconsolidated entities		-			-			-			-			-			(881	)		-			881			-			-
Exclude impairment of unconsolidated entities		9,560			-			(9,560	)		-						-			-			-			-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		10,928			-			(10,928	)		-			-			8,989			-			(8,989	)		-			-


Net Operating Income		123,982			6,932			16,456			481			133,987			98,993			5,288			18,435			2,646			114,786

Interest expense		(91,708	)		(3,432	)		(16,280	)		(322	)		(104,878	)		(82,473	)		(3,340	)		(18,413	)		(1,264	)		(98,810	)

Loss on early extinguishment of debt		-			-			(176	)		-			(176	)		(5,179	)		(119	)		(22	)		-			(5,082	)

Equity in earnings (loss), including impairment of unconsolidated entities		15,866			(18	)		(15,952	)		-			(68	)		9,647			(19	)		(9,027	)		-			639

Gain on disposition of unconsolidated entities		-			-			-			-			-			881			-			-			-			881

Impairment of unconsolidated entities		(9,560	)		-			-			-			(9,560	)		-			-			-			-			-

Depreciation and amortization of unconsolidated entities (see above)		(10,928	)		-			10,928			-			-			(8,989	)		-			8,989			-			-

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

Impairment of real estate		(1,124	)		-			-			-			(1,124	)		-			-			-			-			-

Depreciation and amortization - Real Estate Groups (a)		(63,006	)		(1,407	)		(10,422	)		(107	)		(72,128	)		(62,687	)		(983	)		(8,443	)		(663	)		(70,810	)

Amortization of mortgage procurement costs - Real Estate Groups (c)		(3,671	)		(160	)		(506	)		(5	)		(4,022	)		(2,852	)		(152	)		(546	)		(97	)		(3,343	)

Straight-line rent adjustment (1) + (2)		2,763			-			-			12			2,775			3,137			-			-			10			3,147

Preference payment		(585	)		-			-			-			(585	)		(936	)		-			-			-			(936	)

Earnings (loss) before income taxes		(37,971	)		1,915			(15,952	)		4,607			(51,231	)		(50,308	)		675			(9,027	)		632			(59,378	)

Income tax provision		22,271			-			-			(1,787	)		20,484			19,859			-			-			(244	)		19,615
Equity in earnings (loss), including impairment of unconsolidated entities		(15,866	)		18			15,952			-			68			(9,647	)		19			9,027			-			(639	)

Earnings (loss) from continuing operations		(31,566	)		1,933			-			2,820			(30,679	)		(40,096	)		694			-			388			(40,402	)

Discontinued operations, net of tax		2,820			-			-			(2,820	)		-			388			-			-			(388	)		-


Net earnings (loss)		(28,746	)		1,933			-			-			(30,679	)		(39,708	)		694			-			-			(40,402	)

Net earnings attributable to noncontrolling interest		(1,933	)		(1,933	)		-			-			-			(694	)		(694	)		-			-			-

Net loss attributable to Forest City Enterpirses, Inc.	$	(30,679	)	$	-		$	-		$	-		$	(30,679	)	$	(40,402	)	$	-		$	-		$	-		$	(40,402	)


(a) Depreciation and amortization - Real Estate Groups	$	63,006		$	1,407		$	10,422		$	107		$	72,128		$	62,687		$	983		$	8,443		$	663		$	70,810
(b) Depreciation and amortization - Non-Real Estate		3,452			-			7,158			-			10,610			3,319			-			10,611			-			13,930

Total depreciation and amortization	$	66,458		$	1,407		$	17,580		$	107		$	82,738		$	66,006		$	983		$	19,054		$	663		$	84,740


(c) Amortization of mortgage procurement costs - Real Estate Groups	$	3,671		$	160		$	506		$	5		$	4,022		$	2,852		$	152		$	546		$	97		$	3,343
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			120			-			120			-			-			45			-			45

Total amortization of mortgage procurement costs	$	3,671		$	160		$	626		$	5		$	4,142		$	2,852		$	152		$	591		$	97		$	3,388

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Retail Lease Expirations as of April 30, 2009


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


2009		231		717,835		5.72	%	$	14,222,890		5.07	%	$	25.23
2010		240		634,516		5.05			15,079,227		5.37			29.29
2011		328		1,121,385		8.93			30,345,502		10.81			30.53
2012		207		848,207		6.76			21,223,555		7.56			28.52
2013		237		1,056,311		8.41			26,353,129		9.39			27.88
2014		173		821,368		6.54			17,858,306		6.36			27.80
2015		166		716,000		5.70			18,330,328		6.53			29.41
2016		236		1,232,941		9.82			33,626,443		11.98			37.74
2017		153		1,028,143		8.19			23,293,947		8.30			26.45
2018		176		935,719		7.45			19,610,958		6.98			22.87
2019		44		665,196		5.30			13,499,218		4.81			21.09
Thereafter		87		2,778,933		22.13			47,324,761		16.84			19.40

Total		2,278		12,556,554		100.00	%	$	280,768,264		100.00	%	$	26.40

(1)		GLA = Gross Leasable Area.

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

(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 April 30, 2009



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


2009		71		418,585		3.80	%	$	8,689,369		2.77	%	$	24.04
2010		82		1,133,759		10.30			23,750,985		7.58			24.60
2011		67		744,302		6.76			17,673,542		5.64			26.52
2012		60		1,056,543		9.60			30,831,436		9.84			30.81
2013		75		1,181,285		10.73			27,101,477		8.65			24.46
2014		31		735,978		6.69			18,059,467		5.76			29.07
2015		9		247,174		2.25			4,702,262		1.50			19.63
2016		19		464,991		4.22			9,153,044		2.92			22.44
2017		17		251,670		2.29			7,906,552		2.52			34.12
2018		16		1,048,025		9.52			29,998,211		9.57			32.57
2019		9		519,627		4.72			11,964,787		3.82			23.36
Thereafter		35		3,206,569		29.12			123,488,712		39.43			40.42

Total		491		11,008,508		100.00	%	$	313,319,844		100.00	%	$	30.91


(1)		GLA = Gross Leasable Area.

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

(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

Development Pipeline
April 30, 2009
Under Construction (7)


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

												(in millions)

*Retail Centers:*
East River Plaza (c) (d)	Manhattan, NY		D		Q4-09/Q1-10		35.0	%		50.0	%	$	0.0	$	392.2	$	196.1			517,000			517,000			74	%
Village at Gulfstream	Hallandale Beach, FL		D		Q1-10		50.0	%		50.0	%		207.0		207.0		103.5			500,000			500,000	(i)		56	%
Ridge Hill (d) (k)	Yonkers, NY		D		Q3-10/11		70.0	%		100.0	%		685.5		685.5		685.5			1,200,000			1,200,000	(j)		21	%

												$	892.5	$	1,284.7	$	985.1			2,217,000			2,217,000


*Office:*
Waterfront Station - East 4th & West 4th Buildings	Washington, D.C.		D		Q1-10		45.0	%		45.0	%	$	329.9	$	329.9	$	148.5			628,000	(l)					97	%


*Residential:*
80 Dekalb Avenue (d)	Brooklyn, NY		D		Q3-09/Q1-10		70.0	%		100.0	%	$	163.3	$	163.3	$	163.3			365
Presidio	San Francisco, CA		D		Q2-10		100.0	%		100.0	%		108.3		108.3		108.3			161
Beekman (d)	Manhattan, NY		D		Q3-10/11		49.0	%		70.0	%		875.7		875.7		613.0			904

												$	1,147.3	$	1,147.3	$	884.6			1,430



Total Under Construction (g)												$	2,369.7	$	2,761.9	$	2,018.2




*Residential Phased-In Units (c) (d):*																		Under Const./Total
Stratford Crossing	Wadsworth, OH		D		2007-10		50.0	%		50.0	%	$	0.0	$	25.3	$	12.7		108/348


Total (h)												$	0.0	$	25.3	$	12.7		108/348

See attached footnotes.

Military Housing – see footnote m.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline

April 30, 2009 Footnotes

	(a)		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”).

	(b)		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.

	(c)		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.

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

	(e)		The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $20.7 million consists of the Company’s share of cost for unconsolidated investments of $20.7 million.

	(f)		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.

	(g)		The difference between the full consolidation cost amount (GAAP) of $2,369.7 million to the Company’s pro-rata share (a non-GAAP measure) of $2,018.2 million consists of a reduction to full consolidation for noncontrolling interest of $547.6 million of cost and the addition of its share of cost for unconsolidated investments of $196.1 million.

	(h)		The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $12.7 million consists of the Company’s share of cost for unconsolidated investments of $12.7 million.

	(i)		Includes 89,000 square feet of office space.

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

	(k)		Subsequent to April 30, 2009, the Company announced that Saks Fifth Avenue signed a letter of intent to anchor Ridge Hill.

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

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


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

					(in millions)

*Military Housing -* Under Construction (7)

Midwest Millington	Memphis, TN	2008-2009	*		$	0.0	$	37.0		318

Navy Midwest	Chicago, IL	2006-2009	*			0.0		236.9		1,658

Air Force Academy	Colorado Springs, CO	2007-2009	50.0	%		0.0		71.9		427

Marines, Hawaii Increment II	Honolulu, HI	2007-2011	*			0.0		299.6		1,175

Navy, Hawaii Increment III	Honolulu, HI	2007-2011	*			0.0		560.6		2,520

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

Hawaii Phase IV	Kaneohe, HI	2007-2014	*			0.0		382.6		917


Total Military Housing Under Construction					$	0.0	$	1,869.1		10,001

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

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
April 30, 2009
Equity Requirements for Projects Under Construction ⁽¹⁾


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

	(dollars in millions)

Total Cost Under Construction	$	2,761.9		$	392.2		$	2,369.7	$	547.6	$	196.1		$	2,018.2
Total Loan Draws and Other Sources at Completion ⁽²⁾		2,201.4			285.0			1,916.4		400.5		142.5			1,658.4

Net Equity at Completion	$	560.5		$	107.2		$	453.3	$	147.1	$	53.6		$	359.8


Net Costs Incurred to Date	$	1,767.2		$	334.5		$	1,432.7	$	358.6	$	167.2		$	1,241.3
Loan Draws to Date		1,206.5			194.2			1,012.3		221.5		97.1			887.9

Net Equity to Date	$	560.7		$	140.3		$	420.4	$	137.1	$	70.1		$	353.4


% of Total Equity		100%						93%							98%

Remaining Costs	$	994.7		$	57.7		$	937.0	$	189.0	$	28.9		$	776.9
Remaining Loan Draws and Other Sources ⁽³⁾		994.9			90.8			904.1		179.0		45.4			770.5

Remaining Equity	$	(0.2	)	$	(33.1	)	$	32.9	$	10.0	$	(16.5	)	$	6.4


% of Total Equity		0%						7%							2%

	(1)		This schedule includes only the seven properties listed on page 13. This does not include costs associated with recently completed properties, phased openings, operating property renovations and military housing.

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

	(3)		Five 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 $224.6 million at 100% and at full consolidation, and $158.5 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 Debt

We use nonrecourse mortgage debt for the financing of our development pipeline. We draw on these financings to partially fund the cost incurred with the development of our real estate. As of April 30, 2009, the detail of how much is outstanding compared to the total commitment under the financing is as follows:


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

	(in thousands)
Outstanding
Fixed	$	-	$	-	$	108,105	$	108,105
Variable
Taxable		940,088		232,276		99,126		806,938
Tax-Exempt		280,550		61,986		20,000		238,564

Total outstanding on projects under development ⁽¹⁾	$	1,220,638	$	294,262	$	227,231	$	1,153,607


Commitment
Fixed	$	-	$	-	$	108,105	$	108,105
Variable
Taxable		1,764,752		419,617		139,490		1,484,625
Tax-Exempt		313,400		61,986		20,000		271,414

Total commitment	$	2,078,152	$	481,603	$	267,595	$	1,864,144

(1)

Proceeds from outstanding debt of $254,386 and $237,198, at full and pro-rata consolidation, respectively, described above is recorded as restricted cash in our Consolidated Balance Sheet. For bonds issued in conjunction with development, the full amount of the bonds is issued at the beginning of construction and must remain in escrow until costs are incurred.

Mortgage Financings

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

We are actively working to refinance and/or extend the maturities of the nonrecourse debt that is coming due in the next 24 months. During the three months ended April 30, 2009, we completed the following financings:


					Plus
			Less		Unconsolidated
	Full		Noncontrolling		Investments at		Pro-Rata
Purpose of Financing	Consolidation		Interest		Pro-Rata		Consolidation

	(in thousands)

Refinancings	$	154,174	$	62,031	$	26,099	$	118,242
Loan extensions/additional fundings		130,616		-		18,350		148,966

	$	284,790	$	62,031	$	44,449	$	267,208

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Mortgage Debt (dollars in thousands)
As of April 30, 2009



	Period Ending January 31, 2010												Fiscal Year Ending January 31, 2011

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

Fixed:
Fixed-rate debt	$	172,003		$	2,243		$	34,568		$	204,328		$	221,990		$	15,327		$	23,339		$	230,002
Weighted average rate		6.65	%		6.34	%		6.61	%		6.65	%		7.17	%		6.49	%		7.07	%		7.20	%

Variable:
Variable-rate debt		479,120			70,340			135,287			544,067			581,711			-			18,588			600,299
Weighted average rate		2.67	%		3.01	%		2.55	%		2.59	%		4.73	%		-	%		2.95	%		4.67	%

Tax-Exempt		-			-			43,688			43,688			-			-			-			-
Weighted average rate		-	%		-	%		0.94	%		0.94	%		-	%		-	%		-	%		-	%

Total variable-rate debt		479,120			70,340			178,975			587,755			581,711			-			18,588			600,299


Total Nonrecourse Mortgage Debt	$	651,123		$	72,583		$	213,543		$	792,083		$	803,701		$	15,327		$	41,927		$	830,301
Weighted Average Rate		3.72	%		3.11	%		2.88	%		3.55	%		5.40	%		6.49	%		5.25	%		5.37	%



	Fiscal Year Ending January 31, 2012												Fiscal Year Ending January 31, 2013

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

Fixed:
Fixed-rate debt	$	354,390		$	4,184		$	74,762		$	424,968		$	330,654		$	7,569		$	30,244		$	353,329
Weighted average rate		7.02	%		5.10	%		6.28	%		6.91	%		5.97	%		6.22	%		6.52	%		6.02	%

Variable:
Variable-rate debt		355,064			108,762			44,044			290,346			283,416			72,367			3,237			214,286
Weighted average rate		3.67	%		4.21	%		3.29	%		3.41	%		5.79	%		5.70	%		1.88	%		5.76	%

Tax-Exempt		77,320			67			-			77,253			204,616			62,057			-			142,559
Weighted average rate		2.83	%		4.13	%		-	%		2.83	%		5.21	%		5.22	%		-	%		5.21	%

Total variable-rate debt		432,384			108,829			44,044			367,599			488,032			134,424			3,237			356,845


Total Nonrecourse Mortgage Debt	$	786,774		$	113,013		$	118,806		$	792,567		$	818,686		$	141,993		$	33,481		$	710,174
Weighted Average Rate		5.10	%		4.24	%		5.17	%		5.23	%		5.72	%		5.52	%		6.07	%		5.78	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Mortgage Debt (dollars in thousands) (continued)
As of April 30, 2009



	Fiscal Year Ending January 31, 2014												Thereafter

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

Fixed:
Fixed-rate debt	$	766,164		$	15,494		$	48,588		$	799,258		$	2,245,659		$	177,880		$	833,336		$	2,901,115
Weighted average rate		5.82	%		5.58	%		5.69	%		5.82	%		5.80	%		5.91	%		5.70	%		5.77	%

Variable:
Variable-rate debt		46,412			-			1,315			47,727			652,414			-			39,714			692,128
Weighted average rate		6.06	%		-	%		1.76	%		5.94	%		6.31	%		-	%		2.07	%		6.07	%

Tax-Exempt		765			77			-			688			629,957			21,924			156,961			764,994
Weighted average rate		4.13	%		4.10	%		-	%		4.13	%		1.80	%		2.82	%		1.26	%		1.66	%

Total variable-rate debt		47,177			77			1,315			48,415			1,282,371			21,924			196,675			1,457,122


Total Nonrecourse Mortgage Debt	$	813,341		$	15,571		$	49,903		$	847,673		$	3,528,030		$	199,804		$	1,030,011		$	4,358,237
Weighted Average Rate		5.84	%		5.57	%		5.59	%		5.83	%		5.18	%		5.57	%		4.88	%		5.09	%



	Total

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

Fixed:
Fixed-rate debt	$	4,090,860		$	222,697		$	1,044,837		$	4,913,000
Weighted average rate		6.04	%		5.93	%		5.83	%		6.00	%

Variable:
Variable-rate debt		2,398,137			251,469			242,185			2,388,853
Weighted average rate		4.74	%		4.30	%		2.62	%		4.57	%

Tax-Exempt		912,658			84,125			200,649			1,029,182
Weighted average rate		2.65	%		4.59	%		1.19	%		2.21	%

Total variable-rate debt		3,310,795			335,594			442,834			3,418,035


Total Nonrecourse Mortgage Debt	$	7,401,655		$	558,291		$	1,487,671		$	8,331,035
Weighted Average Rate		5.20	%		4.99	%		4.68	%		5.12	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

The following tables provide detail of our maturities for 2009, 2010 and 2011 as of April 30, 2009, as well as the level of exposure to various lending sources, operating/development designation and product type:

Upcoming Maturities Summary (dollars in thousands)
As of April 30, 2009


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

Total Maturities (Nonrecourse Mortgage Debt)	$	1,092,929	$	441,806	$	651,123	$	72,583	$	213,543	$	792,083
Less: Scheduled Payments		93,384		34,555		58,829		4,090		12,532		67,271
Add: Corporate Debt ⁽⁴⁾		20,400		-		20,400		-		-		20,400

Net Maturities		1,019,945		407,251		612,694		68,493		201,011		745,212


Add: Notes Payable		12,257		2,221		10,036		2,175		835		8,696

Total Maturities (including Notes Payable)		1,032,202		409,472		622,730		70,668		201,846		753,908


Closed Loans / To be Fully Amortized ⁽³⁾		108,056		7,403		100,653		6,363		3,701		97,991
Committed Deals / Automatic Extensions ⁽³⁾		120,273		54,273		66,000		-		26,875		92,875
Extension Available ⁽¹⁾⁽³⁾		559,421		180,188		379,233		61,710		86,549		404,072

Subtotal		787,750		241,864		545,886		68,073		117,125		594,938


Remaining to Finance	$	244,452	$	167,608	$	76,844	$	2,595	$	84,721	$	158,970


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

Total Maturities (Nonrecourse Mortgage Debt)	$	892,499	$	88,798	$	803,701	$	15,327	$	41,927	$	830,301
Less: Scheduled Payments		103,822		29,507		74,315		2,558		15,213		86,970
Add: Corporate Debt ⁽²⁾		378,000		-		378,000		-		-		378,000

Net Maturities		1,166,677		59,291		1,107,386		12,769		26,714		1,121,331


Add: Notes Payable		54,767		53,440		1,327		41		12,504		13,790

Total Maturities (including Notes Payable)		1,221,444		112,731		1,108,713		12,810		39,218		1,135,121


Closed Loans / To be Fully Amortized ⁽³⁾		323		323		-		-		157		157
Committed Deals / Automatic Extensions ⁽³⁾		20,402		-		20,402		480		-		19,922
Corporate Debt Repaid ⁽²⁾		350,417		-		350,417		-		-		350,417
Extension Available ⁽¹⁾⁽³⁾		436,576		33,036		403,540		-		14,995		418,535

Subtotal		807,718		33,359		774,359		480		15,152		789,031


Remaining to Finance	$	413,726	$	79,372	$	334,354	$	12,330	$	24,066	$	346,090


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

Total Maturities (Nonrecourse Mortgage Debt)	$	1,033,483	$	246,709	$	786,774	$	113,013	$	118,806	$	792,567
Less: Scheduled Payments		94,903		22,964		71,939		2,851		12,001		81,089
Add: Corporate Debt ⁽⁵⁾		272,500		-		272,500		-		-		272,500

Net Maturities		1,211,080		223,745		987,335		110,162		106,805		983,978


Add: Notes Payable		62,943		61,546		1,397		43		13,889		15,243

Total Maturities (including Notes Payable)		1,274,023		285,291		988,732		110,205		120,694		999,221


Closed Loans / To be Fully Amortized ⁽³⁾		160		160		-		-		80		80
Committed Deals / Automatic Extensions ⁽³⁾		13,012		13,012		-		-		6,506		6,506
Extension Available ⁽¹⁾⁽³⁾		329,638		22,953		306,685		50,779		11,360		267,266

Subtotal		342,810		36,125		306,685		50,779		17,946		273,852


Remaining to Finance	$	931,213	$	249,166	$	682,047	$	59,426	$	102,748	$	725,369

	(1)		Includes loans that have extensions based upon pre-determined underwriting qualifications.

	(2)		The credit facility amount of $378,000 outstanding as of April 30, 2009 has a maximum commitment of $750,000. The remaining availability of $372,000 is further reduced by $75,427 in outstanding letters of credit as of April 30, 2009. The Company has repaid $350,417 of the outstanding borrowings primarily with proceeds from a public offering of common stock in May 2009.

	(3)		Reflects activity through June 1, 2009.

	(4)		The $20,400 ($17,635 net of fair market value adjustment of $2,765) of redevelopment bonds is included in senior and subordinated debt in the Company’s Balance Sheet.

	(5)		Outstanding principal amount of the puttable equity-linked senior notes.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities at 100%, by Operations and Development Projects (dollars in thousands)
As of April 30, 2009


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

Operating	$	655,477	$	833,259	$	788,772	$	2,277,508		67	%	$	378,000	$	17,156

Development/ Land		149,392		20,675		203,588		373,655		11	%		156,891		4,798

Under Construction		215,076		312,743		218,720		746,539		22	%		312,743		73,725


Total By Maturity	$	1,019,945	$	1,166,677	$	1,211,080	$	3,397,702		100	%	$	378,000	$	14,084

Net Maturities at 100%, by Lender Type (dollars in thousands)
As of April 30, 2009


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

Conventional Lenders	$	716,548	$	853,121	$	529,761	$	2,099,430		62	%	$	378,000	$	12,396

Life Insurance		101,747		105,178		304,868		511,793		15	%		97,490		45,858

Fannie/Freddie		96,320		28,333		65,632		190,285		5	%		80,000		10,878

State and Local Government		1,774		11,178		8,767		21,719		1	%		10,903		1,190

Securitized		103,556		168,867		302,052		574,475		17	%		272,500		20,400


Total By Maturity	$	1,019,945	$	1,166,677	$	1,211,080	$	3,397,702		100	%	$	378,000	$	14,084

Net Maturities at 100%, by Product Type (dollars in thousands)
As of April 30, 2009


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

Apartments	$	144,775	$	28,333	$	249,546	$	422,654		12	%	$	104,150	$	12,457

Retail		550,063		498,400		188,819		1,237,282		36	%		312,743		17,773

Office		157,088		182,602		296,628		636,318		19	%		101,558		17,550

Hotel		-		63,858		-		63,858		2	%		45,858		31,929

Land		147,619		15,484		203,587		366,690		11	%		156,891		4,798

Corporate		20,400		378,000		272,500		670,900		20	%		378,000		272,500


Total By Maturity	$	1,019,945	$	1,166,677	$	1,211,080	$	3,397,702		100	%	$	378,000	$	14,084

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities by Operations and Development Projects (dollars in thousands)
As of April 30, 2009


									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)

Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2012		Total

Operating	$	655,477	$	833,259	$	788,772	$	2,277,508	$	181,076	$	48,717	$	150,637	$	380,430	$	474,401	$	784,542	$	638,135	$	1,897,078
Count		20		21		22		63		9		6		9		24		11		15		13		39

Development/ Land ⁽¹⁾		149,392		20,675		203,588		373,655		56,991		10,574		60,096		127,661		92,401		10,101		143,492		245,994
Count		16		3		4		23		7		1		2		10		9		2		2		13

Under Construction ⁽²⁾		215,076		312,743		218,720		746,539		169,184		-		13,012		182,196		45,892		312,743		205,708		564,343
Count		3		1		4		8		2		-		1		3		1		1		3		5


Total By Maturity	$	1,019,945	$	1,166,677	$	1,211,080	$	3,397,702	$	407,251	$	59,291	$	223,745	$	690,287	$	612,694	$	1,107,386	$	987,335	$	2,707,415
Total Count		39		25		30		94		18		7		12		37		21		18		18		57

	(1)		$373,655 and $245,994 outstanding at 100% and Full Consolidation, respectively, have maximum commitments available of $422,845 at 100% and $259,396 at Full Consolidation.

	(2)		$746,539 and $564,343 outstanding at 100% and Full Consolidation, respectively, have maximum commitments available of $1,445,826 at 100% and $1,182,900 at Full Consolidation.

Net Maturities by Lender Type (dollars in thousands)
As of April 30, 2009


									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)

Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2012		Total

Conventional Lenders ⁽¹⁾	$	716,548	$	853,121	$	529,761	$	2,099,430	$	282,079	$	33,084	$	96,061	$	411,224	$	434,469	$	820,037	$	433,700	$	1,688,206
Count		29		15		13		57		13		4		5		22		16		11		8		35

Life Insurance ⁽²⁾		101,747		105,178		304,868		511,793		38,980		-		86,436		125,416		62,767		105,178		218,432		386,377
Count		3		2		6		11		2		-		2		4		1		2		4		7

Fannie/Freddie		96,320		28,333		65,632		190,285		84,418		25,932		41,088		151,438		11,902		2,401		24,544		38,847
Count		3		3		5		11		2		2		4		8		1		1		1		3

State and Local Government		1,774		11,178		8,767		21,719		1,774		275		160		2,209		-		10,903		8,607		19,510
Count		1		2		3		6		1		1		1		3		-		1		2		3

Securitized		103,556		168,867		302,052		574,475		-		-		-		-		103,556		168,867		302,052		574,475
Count		3		3		3		9		-		-		-		-		3		3		3		9


Total By Maturity	$	1,019,945	$	1,166,677	$	1,211,080	$	3,397,702	$	407,251	$	59,291	$	223,745	$	690,287	$	612,694	$	1,107,386	$	987,335	$	2,707,415
Total Count		39		25		30		94		18		7		12		37		21		18		18		57

	(1)		Of the $2,099,430 at 100% and $1,688,206 at Full Consolidation, $51,844 and $21,282 at 100% and Full Consolidation, respectively, can be securitized by the lender at the Lender’s options without the Company’s knowledge. As of April 30, 2009, it is the Company’s belief that loans described are currently not securitized.

	(2)		Of the $511,793 at 100% and $386,377 at Full Consolidation, $121,738 and $45,858 at 100% and Full Consolidation, respectively, can be securitized by the lender at the Lender’s options without the Company’s knowledge. As of April 30, 2009, it is the Company’s belief that loans described are currently not securitized.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities by Product Type (dollars in thousands)
As of April 30, 2009


									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)

Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2,012		Total

Apartments	$	144,775	$	28,333	$	249,546	$	422,654	$	107,713	$	25,932	$	72,537	$	206,182	$	37,062	$	2,401	$	177,009	$	216,472
Count		5		3		12		20		3		2		7		12		2		1		5		8

Retail		550,063		498,400		188,819		1,237,282		203,000		5,187		-		208,187		347,063		493,213		188,819		1,029,095
Count		12		10		4		26		5		2		-		7		7		8		4		19

Office		157,088		182,602		296,628		636,318		41,321		17,598		91,112		150,031		115,767		165,004		205,516		486,287
Count		6		6		9		21		4		2		3		9		2		4		6		12

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

Land		147,619		15,484		203,587		366,690		55,217		10,574		60,096		125,887		92,402		4,910		143,491		240,803
Count		15		3		4		22		6		1		2		9		9		2		2		13

Corporate		20,400		378,000		272,500		670,900		-		-		-		-		20,400		378,000		272,500		670,900
Count		1		1		1		3		-		-		-		-		1		1		1		3


Total By Maturity	$	1,019,945	$	1,166,677	$	1,211,080	$	3,397,702	$	407,251	$	59,291	$	223,745	$	690,287	$	612,694	$	1,107,386	$	987,335	$	2,707,415
Total Count		39		25		30		94		18		7		12		37		21		18		18		57

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

As discussed on page 2, 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 – April 30, 2009 (Unaudited)

Plus

Full

Less

Unconsolidated

Pro-Rata

Consolidation

Noncontrolling

Investments at

Consolidation

(GAAP)

Interest

Pro-Rata

(Non-GAAP)

(in thousands)

Assets

Real Estate

Completed rental properties

8,348,508

277,831

1,423,139

9,493,816

Projects under development

2,310,403

501,128

340,809

2,150,084

Land held for development or sale

201,124

20,154

123,490

304,460

Total Real Estate

10,860,035

799,113

1,887,438

11,948,360

Less accumulated depreciation

(1,461,381

)

(54,854

)

(342,553

)

(1,749,080

)

Real Estate, net

9,398,654

744,259

1,544,885

10,199,280

Cash and equivalents

204,379

7,023

14,595

211,951

Restricted cash

487,897

81,965

104,206

510,138

Notes and accounts receivable, net

412,989

13,959

65,353

464,383

Investments in and advances to affiliates

240,576

(91,321

)

(53,525

)

278,372

Other assets

913,668

71,256

74,504

916,916

Total Assets

11,658,163

827,141

1,750,018

12,581,040

Liabilities and Equity

Liabilities

Mortgage debt, nonrecourse

7,401,655

558,291

1,487,671

8,331,035

Notes payable

185,172

13,271

93,106

265,007

Bank revolving credit facility

378,000

Senior and subordinated debt

846,930

Accounts payable and accrued expenses

1,237,819

89,340

170,074

1,318,553

Deferred income taxes

442,234

Total Liabilities

10,491,810

660,902

1,750,851

11,581,759

Equity

Shareholders’ Equity

Shareholders’ equity before accumulated other comprehensive loss

917,873

Accumulated other comprehensive loss

(104,613

)

(104,613

)

Total Shareholders’ Equity

813,260

Noncontrolling interest

353,093

166,239

(833

)

186,021

⁽¹⁾

Total Equity

1,166,353

166,239

(833

)

999,281

Total Liabilities and Equity

11,658,163

827,141

1,750,018

12,581,040

(1)

The $186,021 represents the value of the Class A Common Units exchanged for Bruce C. Ratner’s noncontrolling interests in the Forest City Ratner Company portfolio.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Balance Sheet Information – January 31, 2009, As Adjusted (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	$	8,212,144		$	238,107		$	1,391,085		$	9,365,122
Projects under development		2,241,216			467,632			354,643			2,128,227
Land held for development or sale		195,213			19,629			122,377			297,961

Total Real Estate		10,648,573			725,368			1,868,105			11,791,310
Less accumulated depreciation		(1,419,271	)		(47,555	)		(332,619	)		(1,704,335	)

Real Estate, net		9,229,302			677,813			1,535,486			10,086,975

Cash and equivalents		267,305			5,111			11,858			274,052
Restricted cash		291,224			31,529			115,863			375,558
Notes and accounts receivable, net		427,410			14,767			65,488			478,131
Investments in and advances to affiliates		228,995			(95,740	)		(60,221	)		264,514
Other assets		936,271			63,022			77,733			950,982


Total Assets	$	11,380,507		$	696,502		$	1,746,207		$	12,430,212


Liabilities and Equity
Liabilities
Mortgage debt, nonrecourse	$	7,078,390		$	439,019		$	1,475,014		$	8,114,385
Notes payable		181,919			12,794			90,013			259,138
Bank revolving credit facility		365,500			-			-			365,500
Senior and subordinated debt		846,064			-			-			846,064
Accounts payable and accrued expenses		1,277,199			93,663			181,961			1,365,497
Deferred income taxes		455,336			-			-			455,336

Total Liabilities		10,204,408			545,476			1,746,988			11,405,920

Equity
Shareholders’ Equity
Shareholders’ equity before accumulated other comprehensive loss		945,792			-			-			945,792
Accumulated other comprehensive loss		(107,521	)		-			-			(107,521	)

Total Shareholders’ Equity		838,271			-			-			838,271

Noncontrolling interest		337,828			151,026			(781	)		186,021	⁽¹⁾


Total Equity		1,176,099			151,026			(781	)		1,024,292


Total Liabilities and Equity	$	11,380,507		$	696,502		$	1,746,207		$	12,430,212

(1)

The $186,021 represents the value of the Class A Common Units exchanged for Bruce C. Ratner’s noncontrolling interests in the Forest City Ratner Company portfolio.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Three Months Ended April 30, 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	$	313,029		$	12,419		$	90,875		$	813		$	392,298

Expenses
Operating expenses		194,847			5,645			63,078			320			252,600
Depreciation and amortization		66,458			1,407			17,580			107			82,738
Impairment of real estate		1,124			-			9,560			-			10,684

		262,429			7,052			90,218			427			346,022


Interest expense		(91,708	)		(3,432	)		(16,280	)		(322	)		(104,878	)
Amortization of mortgage procurement costs		(3,671	)		(160	)		(626	)		(5	)		(4,142	)
Loss on early extinguishment of debt		-			-			(176	)		-			(176	)

Interest and other income		6,808			140			473			-			7,141
Gain on disposition of rental properties		-			-			-			4,548			4,548


Earnings (loss) before income taxes		(37,971	)		1,915			(15,952	)		4,607			(51,231	)


Income tax expense (benefit)
Current		(7,331	)		-			-			3,777			(3,554	)
Deferred		(14,940	)		-			-			(1,990	)		(16,930	)

		(22,271	)		-			-			1,787			(20,484	)


Equity in earnings (loss), including impairment of unconsolidated entities		(15,866	)		18			15,952			-			68


Earnings (loss) from continuing operations		(31,566	)		1,933			-			2,820			(30,679	)

Discontinued operations, net of tax:
Operating earnings from rental properties		36			-			-			(36	)		-
Gain on disposition of rental properties		2,784			-			-			(2,784	)		-

		2,820			-			-			(2,820	)		-


Net earnings (loss)		(28,746	)		1,933			-			-			(30,679	)
Net earnings attributable to noncontrolling interest		(1,933	)		(1,933	)		-			-			-


Net loss attributable to Forest City Enterprises, Inc.	$	(30,679	)	$	-		$	-		$	-		$	(30,679	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Three Months Ended April 30, 2008 (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	$	305,010		$	16,513		$	91,146		$	3,180		$	382,823

Expenses
Operating expenses		207,356			11,719			64,575			531			260,743
Depreciation and amortization		66,006			983			19,054			663			84,740

		273,362			12,702			83,629			1,194			345,483


Interest expense		(82,473	)		(3,340	)		(18,413	)		(1,264	)		(98,810	)
Amortization of mortgage procurement costs		(2,852	)		(152	)		(591	)		(97	)		(3,388	)
Loss on early extinguishment of debt		(5,179	)		(119	)		(22	)		-			(5,082	)

Interest and other income		8,398			475			1,601			7			9,531
Gain on disposition of rental properties and other investments		150			-			881			-			1,031


Earnings (loss) before income taxes		(50,308	)		675			(9,027	)		632			(59,378	)


Income tax expense (benefit)
Current		351			-			-			140			491
Deferred		(20,210	)		-			-			104			(20,106	)

		(19,859	)		-			-			244			(19,615	)


Equity in earnings (loss) of unconsolidated entities		(9,647	)		19			9,027			-			(639	)


Earnings (loss) from continuing operations		(40,096	)		694			-			388			(40,402	)

Discontinued operations, net of tax:
Operating earnings from rental properties		388			-			-			(388	)		-


Net earnings (loss)		(39,708	)		694			-			-			(40,402	)
Net earnings attributable to noncontrolling interest		(694	)		(694	)		-			-			-


Net loss attributable to Forest City Enterprises, Inc.	$	(40,402	)	$	-		$	-		$	-		$	(40,402	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

Investments in and Advances to Affiliates

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

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


	April 30,		January 31,
	2009		2009
	(in thousands)

Members’ and partners’ equity as below	$	467,261	$	488,197
Equity of other members and partners		413,736		427,976


Company’s investment in partnerships	$	53,525	$	60,221
Advances to other real estate affiliates		187,051		168,774


Total investments in and advances to affiliates	$	240,576	$	228,995

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


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
	April 30, 2009			January 31, 2009			April 30, 2009			January 31, 2009
	(in thousands)

Balance Sheet:
Real Estate
Completed rental properties	$	4,042,109		$	3,967,896		$	1,423,139		$	1,391,085
Projects under development		967,196			931,411			340,809			354,643
Land held for development or sale		281,283			278,438			123,490			122,377

Total Real Estate		5,290,588			5,177,745			1,887,438			1,868,105

Less accumulated depreciation		(706,732	)		(680,013	)		(342,553	)		(332,619	)


Real Estate, net		4,583,856			4,497,732			1,544,885			1,535,486

Restricted cash - Military housing bond funds		713,091			795,616			37,314			43,085
Other restricted cash		213,313			207,507			66,892			72,778
Other assets		371,564			375,465			154,452			155,079

Total Assets	$	5,881,824		$	5,876,320		$	1,803,543		$	1,806,428


Mortgage debt, nonrecourse	$	4,600,811		$	4,571,375		$	1,487,671		$	1,475,014
Other liabilities		813,752			816,748			263,180			271,974

Total Liabilities		5,414,563			5,388,123			1,750,851			1,746,988

Members’ and partners’ equity		467,261			488,197			53,525			60,221
Noncontrolling interest		-			-			(833	)		(781	)

Total Equity		467,261			488,197			52,692			59,440


Total Liabilities and Members’/Partners’ Equity	$	5,881,824		$	5,876,320		$	1,803,543		$	1,806,428

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Investments in and Advances to Affiliates (continued)


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
Three Months Ended April 30,	2009			2008			2009			2008
	(in thousands)
Operations:
Revenues	$	244,714		$	240,838		$	90,875		$	91,146
Equity in earnings of unconsolidated entities on a pro-rata basis		—			—			68			(639	)
Operating expenses		(164,530	)		(168,886	)		(63,078	)		(64,575	)
Interest expense including early extinguishment of debt		(58,585	)		(59,533	)		(16,456	)		(18,435	)
Impairment of unconsolidated entities ⁽¹⁾		(11,300	)		—			(9,560	)		—
Depreciation and amortization		(49,906	)		(48,219	)		(18,206	)		(19,645	)
Interest and other income		5,210			17,364			473			1,601
Noncontrolling interest		—			—			18			19

Loss from continuing operations		(34,397	)		(18,436	)		(15,866	)		(10,528	)


Discontinued operations:
Gain on disposition of unconsolidated entities ⁽²⁾		—			3,070			—			881
Earnings (loss) from discontinued operations		—			(18	)		—			—

Discontinued operations subtotal		—			3,052			—			881


Net loss (pre-tax)	$	(34,397	)	$	(15,384	)	$	(15,866	)	$	(9,647	)


(1)		The following table shows the detail of the impairment of unconsolidated entities:


		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
Three Months Ended April 30,		2009		2008		2009		2008
		(in thousands)

Supported-living Apartments
Classic Residence by Hyatt	(Yonkers, New York)	$	4,892	$	—	$	3,152	$	—
Apartment Communities
Millender Center	(Detroit, Michigan)		4,252		—		4,252		—
Metropolitan Lofts	(Los Angeles, California)		1,039		—		1,039		—
Residences at University Park	(Cambridge, Massachusetts)		855		—		855		—
Two land development projects			262		—		262		—

Total impairment of unconsolidated entities		$	11,300	$	—	$	9,560	$	—


(2)		The following table shows the detail of gain on disposition of unconsolidated entities:


		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
Three Months Ended April 30,		2009		2008		2009		2008
		(in thousands)

Office Building
One International Place	(Cleveland, Ohio)	$	—	$	3,070	$	—	$	881

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Real Estate and Related Nonrecourse Mortgage Debt


	April 30, 2009
			Nonrecourse
			Mortgage
	Total Cost		Debt
	(in thousands)
Full Consolidation
Completed rental properties
Residential	$	1,702,399	$	1,065,552
Commercial
Retail centers		3,304,439		2,564,100
Office and other buildings		3,332,253		2,465,998
Corporate and other equipment		9,417		-

		8,348,508		6,095,650


Projects under development
Residential
Under construction		611,538		546,100
In development		602,810		143,274
Commercial
Retail centers
Under construction		654,415		358,635
In development		38,144		-
Office and other buildings
Under construction		192,086		101,558
In development		211,410		71,071

		2,310,403		1,220,638

Land held for development or sale		201,124		85,367


Total - Full Consolidation	$	10,860,035	$	7,401,655


Less Noncontrolling Interest
Completed rental properties
Residential	$	41,193	$	33,930
Commercial
Retail centers		108,145		118,718
Office and other buildings		128,493		100,298
Corporate and other equipment		-		-

		277,831		252,946

Projects under development
Residential
Under construction		126,752		134,354
In development		184,288		59,831
Commercial
Retail centers
Under construction		54,592		22,946
In development		102		-
Office and other buildings
Under construction		80,769		50,779
In development		54,625		26,352

		501,128		294,262

Land held for development or sale		20,154		11,083


Total - Noncontrolling Interest	$	799,113	$	558,291

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Real Estate and Related Nonrecourse Mortgage Debt


	April 30, 2009
			Nonrecourse
			Mortgage
	Total Cost		Debt
	(in thousands)
Plus Unconsolidated Investments at Pro-Rata
Completed rental properties
Residential	$	797,897	$	628,708
Commercial
Retail centers		419,054		437,446
Office and other buildings		206,187		133,301
Corporate and other equipment		1		-

		1,423,139		1,199,455

Projects under development
Residential
Under construction		44,594		98,495
In development		8,220		-
Commercial
Retail centers
Under construction		214,769		106,374
In development		10,845		-
Office and other buildings
Under construction		5,920		-
In development		56,461		22,362

		340,809		227,231

Land held for development or sale		123,490		60,985


Total - Unconsolidated Investments at Pro-Rata	$	1,887,438	$	1,487,671


Pro-Rata Consolidation
Completed rental properties
Residential	$	2,459,103	$	1,660,330
Commercial
Retail centers		3,615,348		2,882,828
Office and other buildings		3,409,947		2,499,001
Corporate and other equipment		9,418		-

		9,493,816		7,042,159

Projects under development
Residential
Under construction		529,380		510,241
In development		426,742		83,443
Commercial
Retail centers
Under construction		814,592		442,063
In development		48,887		-
Office and other buildings
Under construction		117,237		50,779
In development		213,246		67,081

		2,150,084		1,153,607

Land held for development or sale		304,460		135,269


Total - Pro-Rata Consolidation	$	11,948,360	$	8,331,035

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Results of Operations

Net Loss Attributable to Forest City Enterprises, Inc. – Net loss attributable to Forest City Enterprises, Inc. for the three months ended April 30, 2009 was $30,679,000 versus $40,402,000 for the three months ended April 30, 2008. Although we have substantial recurring revenue sources from our properties, we also enter into significant one-time transactions, which could create substantial variances in net earnings (loss) between periods. This variance to the prior year is primarily attributable to the following increases, which are net of tax and noncontrolling interest:

	•		$7,529,000 ($12,299,000, pre-tax) related to decreased write-offs of abandoned development projects in 2009 compared to 2008, primarily due to the 2008 write-off of Summit at Lehigh Valley, a Commercial development project with a housing component in Allentown, Pennsylvania, which represented $13,069,000 ($21,513,000 pre-tax) of the total decrease;

	•		$3,003,000 ($4,906,000, pre-tax) in 2009 of decreased expenses related to the early extinguishment of nonrecourse mortgage debt primarily at Galleria at Sunset, a regional mall in Henderson, Nevada and at 1251 S. Michigan and Sky55, apartment communities in Chicago, Illinois, in order to secure more favorable financing terms in 2008. These changes were offset, in part, by a gain on the early extinguishment of the Urban Development Action Grant loan at Post Office Plaza, an office building in Cleveland, Ohio;

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

	•		$1,968,000 ($2,792,000, pre-tax) related to the decreased share of losses from our equity investment in the New Jersey Nets basketball team; and

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

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

	•		$5,853,000 ($9,560,000, pre-tax) related to the 2009 increase in impairment charges of unconsolidated entities; and

	•		$1,880,000 ($3,071,000, pre-tax) primarily related to an increase in corporate operating expenses related to company-wide severance and outplacement costs offset by decreases in compensation and related benefits, charitable contributions and additional decreases in general corporate expenses.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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 April 30, 2009 was $150,496,000 compared to $126,337,000 for the three months ended April 30, 2008, a 19.1% increase. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on page 7. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 35-40.

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 April 30, 2009 was $159,333,000 compared to $140,405,000 for the three months ended April 30, 2008, a 13.5% increase. Comparable NOI increased 0.3% for the three months ended April 30, 2009 compared to the prior year. Retail comparable NOI decreased 1.0% while office comparable NOI increased 4.4% from the prior year. Hotels decreased 25.5% and our residential portfolio decreased 1.8%.

EBDT - We use an additional measure, along with net earnings, to report our operating results. This non-GAAP measure, referred to as Earnings Before Depreciation, Amortization and Deferred Taxes (“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 classified as noncontrolling interest expense on our Consolidated Statement of Earnings; v) impairment of real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative or retrospective effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings.

EBDT is reconciled to net loss, the most comparable financial measure calculated in accordance with GAAP, on page 33. 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 April 30, 2009 increased by $25,650,000 to $41,604,000 from $15,954,000 for the three months ended April 30, 2008. Our portfolio of rental properties provided an EBDT increase. Our comparable properties benefited from decreased interest expense and our newer properties added to EBDT as they ramp up. The pre-tax increase in EBDT included decreased project write-offs of $10,054,000, and a pre-tax EBDT increase of $4,906,000 due to nonrecurring expenses related to early extinguishment of debt. These increases in the portfolio were partially offset by a pre-tax EBDT decrease due to outplacement and severance costs related to involuntary employee separations of $8,720,000. EBDT was favorably impacted by a larger tax benefit of $7,785,000 compared with the first quarter of 2008.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of EBDT - The information in the following tables present amounts for both full consolidation and pro-rata consolidation, providing a reconciliation of the difference between the two methods, as well as 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 the VIEs, or on the equity method of accounting if we do not have control or are not the primary beneficiary for investments in VIEs.

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


	Three Months Ended April 30,
	2009			2008
	(in thousands)

Net loss attributable to Forest City Enterprises, Inc.	$	(30,679	)	$	(40,402	)
Depreciation and amortization – Real Estate Groups ⁽⁵⁾		72,128			70,810
Amortization of mortgage procurement costs – Real Estate Groups ⁽⁵⁾		4,022			3,343
Deferred income tax expense – Real Estate Groups ⁽⁶⁾		(11,598	)		(15,419	)
Deferred income tax expense - Non-Real Estate Groups: ⁽⁶⁾
Gain on disposition of other investments		-			58

Current income tax expense on non-operating earnings: ⁽⁶⁾
Gain on disposition included in discontinued operations		3,785			-
Gain on disposition of unconsolidated entities		-			632

Straight-line rent adjustment ⁽²⁾		(2,775	)		(3,147	)
Preference payment ⁽³⁾		585			936
Impairment of real estate		1,124			-
Impairment of unconsolidated entities		9,560			-
Gain on disposition of unconsolidated entities		-			(881	)
Gain on disposition of other investments		-			(150	)
Discontinued operations: ⁽¹⁾
Gain on disposition of rental properties		(4,548	)		-
Retrospective effect of FSP APB 14-1⁽⁴⁾		-			174


Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)	$	41,604		$	15,954


(1)		Pursuant to the definition of a component of an entity of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” assuming no significant continuing involvement, all earnings of properties that have been sold or are held for sale are reported as discontinued operations.

(2)		The Company recognizes minimum rents on a straight-line basis over the term of the related lease pursuant to the provision of SFAS No. 13, “Accounting for Leases.” The straight-line rent adjustment is recorded as an increase or decrease to revenue from Forest City Rental Properties Corporation, a wholly-owned subsidiary of Forest City Enterprises, Inc., with the applicable offset to either accounts receivable or accounts payable, as appropriate.

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

(4)		Effective February 1, 2009, we adopted Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May be Settled in Cash Upon Conversion (Including Partial Cash Settlement)”(“FSP APB 14-1”). This standard required retrospective application upon adoption. See page 37 of our Form 10-Q for the three months ended April 30, 2009 for further discussion.

(5)		The following table provides detail of depreciation and amortization and amortization of mortgage procurement costs. The Company’s Real Estate Groups are engaged in the ownership, development, acquisition and management of real estate projects, including apartment complexes, regional malls and retail centers, hotels, office buildings and mixed-use facilities, as well as large land development projects.


	Depreciation and Amortization						Amortization of Mortgage Procurement Costs
	Three Months Ended April 30,						Three Months Ended April 30,
	2009			2008			2009			2008

Full Consolidation	$	66,458		$	66,006		$	3,671		$	2,852
Non-Real Estate		(3,452	)		(3,319	)		-			-

Real Estate Groups Full Consolidation		63,006			62,687			3,671			2,852
Real Estate Groups related to noncontrolling interest		(1,407	)		(983	)		(160	)		(152	)
Real Estate Groups Unconsolidated		10,422			8,443			506			546
Real Estate Groups Discontinued Operations		107			663			5			97

Real Estate Groups Pro-Rata Consolidation	$	72,128		$	70,810		$	4,022		$	3,343

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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


		Three Months Ended April 30,
		2009			2008
		(in thousands)

(A)	Operating earnings
	Current	$	(7,331	)	$	(281	)
	Deferred		(10,797	)		(19,976	)

			(18,128	)		(20,257	)


(B)	Impairment of real estate
	Deferred		(436	)		-
	Deferred - Unconsolidated entities		(3,707	)		-

			(4,143	)		-


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

			-			58


(D)	Gain on disposition of unconsolidated entities
	Current		-			632
	Deferred		-			(292	)

			-			340


	Subtotal (A) (B) (C) (D)
	Current		(7,331	)		351
	Deferred		(14,940	)		(20,210	)

	Income tax expense		(22,271	)		(19,859	)


(E)	Discontinued operations
	Operating earnings
	Current		(8	)		140
	Deferred		31			104

			23			244


	Gain on disposition of rental properties
	Current		3,785			-
	Deferred		(2,021	)		-

			1,764			-

			1,787			244


	Grand Total (A) (B) (C) (D) (E)
	Current		(3,554	)		491
	Deferred		(16,930	)		(20,106	)

		$	(20,484	)	$	(19,615	)


	Recap of Grand Total:
	Real Estate Groups
	Current	$	81		$	2,401
	Deferred		(11,598	)		(15,419	)

			(11,517	)		(13,018	)


	Non-Real Estate Groups
	Current		(3,635	)		(1,910	)
	Deferred		(5,332	)		(4,687	)

			(8,967	)		(6,597	)

	Grand Total	$	(20,484	)	$	(19,615	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2009 (in thousands)


	Commercial Group 2009															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	$	235,627		$	10,980		$	27,585		$	813		$	253,045		$	74,932		$	1,274	$	40,980		$	-	$	114,638
Exclude straight-line rent adjustment		(4,395	)		-			-			(12	)		(4,407	)		(4	)		-		-			-		(4	)

Adjusted revenues		231,232			10,980			27,585			801			248,638			74,928			1,274		40,980			-		114,634

Operating expenses		114,906			4,900			15,094			320			125,420			58,168			330		25,489			-		83,327
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,643			-			-			-			1,643			957			-		-			-		957
Exclude straight-line rent adjustment		(1,636	)		-			-			-			(1,636	)		-			-		-			-		-
Exclude preference payment		(585	)		-			-			-			(585	)		-			-		-			-		-

Adjusted operating expenses		114,328			4,900			15,094			320			124,842			59,125			330		25,489			-		84,284

Add interest and other income		585			(89	)		222			-			896			4,071			33		168			-		4,206

Add equity in earnings (loss), including impairment of unconsolidated entities		836			1			(835	)		-			-			(7,851	)		17		7,953			-		85

Exclude impairment of unconsolidated entities		-			-			-			-			-			9,298			-		(9,298	)		-		-

Exclude depreciation and amortization of unconsolidated entities		4,152			-			(4,152	)		-			-			6,698			-		(6,698	)		-		-


Net operating income		122,477			5,992			7,726			481			124,692			28,019			994		7,616			-		34,641

Interest expense		59,497			3,007			7,726			322			64,538			10,393			372		7,440			-		17,461

(Gain) loss on early extinguishment of debt		-			-			-			-			-			-			-		176			-		176

Noncontrolling interest in earnings before depreciation and amortization		2,985			2,985			-			-			-			622			622		-			-		-


Pre-Tax EBDT		59,995			-			-			159			60,154			17,004			-		-			-		17,004

Income tax expense (benefit)		1,789			-			-			(8	)		1,781			(528	)		-		-			-		(528	)

Add: EBDT from discontinued operations		167			-			-			(167	)		-			-			-		-			-		-


Earnings before depreciation, amortization and deferred taxes (EBDT)	$	58,373		$	-		$	-		$	-		$	58,373		$	17,532		$	-	$	-		$	-	$	17,532


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	58,373		$	-		$	-		$	-		$	58,373		$	17,532		$	-	$	-		$	-	$	17,532

Depreciation and amortization - Real Estate Groups		(51,900	)		-			-			(107	)		(52,007	)		(20,025	)		-		-			-		(20,025	)

Amortization of mortgage procurement costs - Real Estate Groups		(2,994	)		-			-			(5	)		(2,999	)		(886	)		-		-			-		(886	)

Deferred taxes - Real Estate Groups		3,319			-			-			(31	)		3,288			2,084			-		-			-		2,084

Straight-line rent adjustment		2,759			-			-			12			2,771			4			-		-			-		4

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

Gain on disposition of rental properties and other investments, net of tax		-			-			-			2,784			2,784			-			-		-			-		-

Impairment of real estate, net of tax		-			-			-			-			-			(688	)		-		(5,693	)		-		(6,381	)

Impairment of unconsolidated entities, net of tax		-			-			-			-			-			(5,693	)		-		5,693			-		-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(107	)		-			-			107			-			-			-		-			-		-
Amortization of mortgage procurement costs - Real Estate Groups		(5	)		-			-			5			-			-			-		-			-		-
Deferred taxes - Real Estate Groups		(31	)		-			-			31			-			-			-		-			-		-
Straight-line rent adjustment		12			-			-			(12	)		-			-			-		-			-		-
Gain on disposition of rental properties		2,784			-			-			(2,784	)		-			-			-		-			-		-


Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	11,625		$	-		$	-		$	-		$	11,625		$	(7,672	)	$	-	$	-		$	-	$	(7,672	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2009 (in thousands) (continued)


	Land Development Group 2009														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	$	2,470		$	165		$	5,930		$	-	$	8,235		$	-		$	-	$	16,380	$	-	$	16,380
Exclude straight-line rent adjustment		-			-			-			-		-			-			-		-		-		-

Adjusted revenues		2,470			165			5,930			-		8,235			-			-		16,380		-		16,380

Operating expenses		5,952			415			3,640			-		9,177			-			-		18,855		-		18,855
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		135			-			-			-		135			-			-		7,278		-		7,278
Exclude straight-line rent adjustment		-			-			-			-		-			-			-		-		-		-
Exclude preference payment		-			-			-			-		-			-			-		-		-		-

Adjusted operating expenses		6,087			415			3,640			-		9,312			-			-		26,133		-		26,133

Add interest and other income		2,154			196			14			-		1,972			-			-		69		-		69

Add equity in earnings (loss), including impairment of unconsolidated entities		1,830			-			(1,847	)		-		(17	)		(10,681	)		-		10,681		-		-

Exclude impairment of unconsolidated entities		262			-			(262	)		-		-			-			-		-		-		-

Exclude depreciation and amortization of unconsolidated entities		78			-			(78	)		-		-			-			-		-		-		-


Net operating income		707			(54	)		117			-		878			(10,681	)		-		997		-		(9,684	)

Interest expense		249			53			117			-		313			-			-		997		-		997

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

Noncontrolling interest in earnings before depreciation and amortization		(107	)		(107	)		-			-		-			-			-		-		-		-


Pre-Tax EBDT		565			-			-			-		565			(10,681	)		-		-		-		(10,681	)

Income tax expense (benefit)		504			-			-			-		504			(3,689	)		-		-		-		(3,689	)

Add: EBDT from discontinued operations		-			-			-			-		-			-			-		-		-		-


Earnings before depreciation, amortization and deferred taxes (EBDT)	$	61		$	-		$	-		$	-	$	61		$	(6,992	)	$	-	$	-	$	-	$	(6,992	)


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	61		$	-		$	-		$	-	$	61		$	(6,992	)	$	-	$	-	$	-	$	(6,992	)

Depreciation and amortization - Real Estate Groups		(96	)		-			-			-		(96	)		-			-		-		-		-

Amortization of mortgage procurement costs - Real Estate Groups		(137	)		-			-			-		(137	)		-			-		-		-		-

Deferred taxes - Real Estate Groups		588			-			-			-		588			-			-		-		-		-

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

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

Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-		-		-		-

Impairment of real estate, net of tax		-			-			(160	)		-		(160	)		-			-		-		-		-

Impairment of unconsolidated entities, net of tax		(160	)		-			160			-		-			-			-		-		-		-

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		-			-			-			-		-			-			-		-		-		-


Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	256		$	-		$	-		$	-	$	256		$	(6,992	)	$	-	$	-	$	-	$	(6,992	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2009 (in thousands) (continued)


	Corporate Activities 2009												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	$	-		$	-	$	-	$	-	$	-		$	313,029		$	12,419	$	90,875		$	813		$	392,298
Exclude straight-line rent adjustment		-			-		-		-		-			(4,399	)		-		-			(12	)		(4,411	)

Adjusted revenues		-			-		-		-		-			308,630			12,419		90,875			801			387,887

Operating expenses		15,821			-		-		-		15,821			194,847			5,645		63,078			320			252,600
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		717			-		-		-		717			3,452			-		7,278			-			10,730
Exclude straight-line rent adjustment		-			-		-		-		-			(1,636	)		-		-			-			(1,636	)
Exclude preference payment		-			-		-		-		-			(585	)		-		-			-			(585	)

Adjusted operating expenses		16,538			-		-		-		16,538			196,078			5,645		70,356			320			261,109

Add interest and other income		(2	)		-		-		-		(2	)		6,808			140		473			-			7,141

Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-			(15,866	)		18		15,952			-			68

Exclude impairment of unconsolidated entities		-			-		-		-		-			9,560			-		(9,560	)		-			-

Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			10,928			-		(10,928	)		-			-


Net operating income		(16,540	)		-		-		-		(16,540	)		123,982			6,932		16,456			481			133,987

Interest expense		21,569			-		-		-		21,569			91,708			3,432		16,280			322			104,878

(Gain) loss on early extinguishment of debt		-			-		-		-		-			-			-		176			-			176

Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			3,500			3,500		-			-			-


Pre-Tax EBDT		(38,109	)		-		-		-		(38,109	)		28,774			-		-			159			28,933

Income tax expense (benefit)		(10,739	)		-		-		-		(10,739	)		(12,663	)		-		-			(8	)		(12,671	)

Add: EBDT from discontinued operations		-			-		-		-		-			167			-		-			(167	)		-


Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(27,370	)	$	-	$	-	$	-	$	(27,370	)	$	41,604		$	-	$	-		$	-		$	41,604


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(27,370	)	$	-	$	-	$	-	$	(27,370	)	$	41,604		$	-	$	-		$	-		$	41,604

Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(72,021	)		-		-			(107	)		(72,128	)

Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(4,017	)		-		-			(5	)		(4,022	)

Deferred taxes - Real Estate Groups		(526	)		-		-		-		(526	)		5,465			-		-			(31	)		5,434

Straight-line rent adjustment		-			-		-		-		-			2,763			-		-			12			2,775

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

Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-			-			-		-			2,784			2,784

Impairment of real estate, net of tax		-			-		-		-		-			(688	)		-		(5,853	)		-			(6,541	)

Impairment of unconsolidated entities, net of tax		-			-		-		-		-			(5,853	)		-		5,853			-			-

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(107	)		-		-			107			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(5	)		-		-			5			-
Deferred taxes - Real Estate Groups		-			-		-		-		-			(31	)		-		-			31			-
Straight-line rent adjustment		-			-		-		-		-			12			-		-			(12	)		-
Gain on disposition of rental properties		-			-		-		-		-			2,784			-		-			(2,784	)		-


Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(27,896	)	$	-	$	-	$	-	$	(27,896	)	$	(30,679	)	$	-	$	-		$	-		$	(30,679	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2008 (in thousands)


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

Revenues from real estate operations	$	221,294		$	8,919		$	26,924		$	973		$	240,272		$	77,294		$	7,367	$	36,576		$	2,207		$	108,710
Exclude straight-line rent adjustment		(4,717	)		-			-			(10	)		(4,727	)		(4	)		-		-			-			(4	)

Adjusted revenues		216,577			8,919			26,924			963			235,545			77,290			7,367		36,576			2,207			108,706

Operating expenses		130,175			4,513			15,275			314			141,251			54,901			6,719		20,624			217			69,023
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,556			-			-			-			1,556			891			-		-			-			891
Exclude straight-line rent adjustment		(1,583	)		-			-			-			(1,583	)		-			-		-			-			-
Exclude preference payment		(936	)		-			-			-			(936	)		-			-		-			-			-

Adjusted operating expenses		129,212			4,513			15,275			314			140,288			55,792			6,719		20,624			217			69,914

Add interest and other income		1,780			149			665			3			2,299			3,590			48		892			4			4,438

Add equity in earnings (loss), including impairment of unconsolidated entities		1,322			(24	)		(1,493	)		-			(147	)		2,731			43		(2,922	)		-			(234	)

Exclude gain on disposition of unconsolidated entities		(881	)		-			881			-			-			-			-		-			-			-

Exclude depreciation and amortization of unconsolidated entities		3,911			-			(3,911	)		-			-			5,021			-		(5,021	)		-			-


Net operating income		93,497			4,531			7,791			652			97,409			32,840			739		8,901			1,994			42,996

Interest expense		56,757			2,952			7,791			394			61,990			9,242			358		8,879			870			18,633

(Gain) loss on early extinguishment of debt		1,427			119			-			-			1,308			3,752			-		22			-			3,774

Noncontrolling interest in earnings before depreciation and amortization		1,460			1,460			-			-			-			381			381		-			-			-

Retrospective effect of FSP APB 14-1		(1,594	)		-			-			-			(1,594	)		(291	)		-		-			-			(291	)


Pre-Tax EBDT		32,259			-			-			258			32,517			19,174			-		-			1,124			20,298

Income tax expense (benefit)		(533	)		-			-			19			(514	)		2,950			-		-			121			3,071

Add: EBDT from discontinued operations		239			-			-			(239	)		-			1,003			-		-			(1,003	)		-


Earnings before depreciation, amortization and deferred taxes (EBDT)	$	33,031		$	-		$	-		$	-		$	33,031		$	17,227		$	-	$	-		$	-		$	17,227


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	33,031		$	-		$	-		$	-		$	33,031		$	17,227		$	-	$	-		$	-		$	17,227

Depreciation and amortization - Real Estate Groups		(51,934	)		-			-			(191	)		(52,125	)		(18,137	)		-		-			(472	)		(18,609	)

Amortization of mortgage procurement costs - Real Estate Groups		(2,476	)		-			-			(6	)		(2,482	)		(647	)		-		-			(91	)		(738	)

Deferred taxes - Real Estate Groups		5,539			-			-			(8	)		5,531			3,872			-		-			(96	)		3,776

Straight-line rent adjustment		3,134			-			-			10			3,144			4			-		-			-			4

Preference payment		(936	)		-			-			-			(936	)		-			-		-			-			-

Gain on disposition of rental properties and other investments, net of tax		-			-			541			-			541			-			-		-			-			-

Gain on disposition of unconsolidated entities, net of tax		541			-			(541	)		-			-			-			-		-			-			-

Retrospective effect of FSP APB 14-1		1,594			-			-			-			1,594			291			-		-			-			291

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(191	)		-			-			191			-			(472	)		-		-			472			-
Amortization of mortgage procurement costs - Real Estate Groups		(6	)		-			-			6			-			(91	)		-		-			91			-
Deferred taxes - Real Estate Groups		(8	)		-			-			8			-			(96	)		-		-			96			-
Straight-line rent adjustment		10			-			-			(10	)		-			-			-		-			-			-


Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(11,702	)	$	-		$	-		$	-		$	(11,702	)	$	1,951		$	-	$	-		$	-		$	1,951

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2008 (in thousands) (continued)


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

Revenues from real estate operations	$	6,422		$	227		$	2,241		$	-	$	8,436		$	-		$	-	$	25,405	$	-	$	25,405
Exclude straight-line rent adjustment		1			-			-			-		1			-			-		-		-		-

Adjusted revenues		6,423			227			2,241			-		8,437			-			-		25,405		-		25,405

Operating expenses		9,530			487			2,047			-		11,090			-			-		26,629		-		26,629
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		118			-			-			-		118			-			-		10,656		-		10,656
Exclude straight-line rent adjustment		-			-			-			-		-			-			-		-		-		-
Exclude preference payment		-			-			-			-		-			-			-		-		-		-

Adjusted operating expenses		9,648			487			2,047			-		11,208			-			-		37,285		-		37,285

Add interest and other income		2,836			278			24			-		2,582			-			-		20		-		20

Add equity in earnings (loss), including impairment of unconsolidated entities		(227	)		-			(31	)		-		(258	)		(13,473	)		-		13,473		-		-

Exclude gain on disposition of unconsolidated entities		-			-			-			-		-			-			-		-		-		-

Exclude depreciation and amortization of unconsolidated entities		57			-			(57	)		-		-			-			-		-		-		-


Net operating income		(559	)		18			130			-		(447	)		(13,473	)		-		1,613		-		(11,860	)

Interest expense		(4	)		30			130			-		96			-			-		1,613		-		1,613

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

Noncontrolling interest in earnings before depreciation and amortization		(12	)		(12	)		-			-		-			-			-		-		-		-

Retrospective effect of FSP APB 14-1		(79	)		-			-			-		(79	)		-			-		-		-		-


Pre-Tax EBDT		(622	)		-			-			-		(622	)		(13,473	)		-		-		-		(13,473	)

Income tax expense (benefit)		64			-			-			-		64			(4,513	)		-		-		-		(4,513	)

Add: EBDT from discontinued operations		-			-			-			-		-			-			-		-		-		-


Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(686	)	$	-		$	-		$	-	$	(686	)	$	(8,960	)	$	-	$	-	$	-	$	(8,960	)


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(686	)	$	-		$	-		$	-	$	(686	)	$	(8,960	)	$	-	$	-	$	-	$	(8,960	)

Depreciation and amortization - Real Estate Groups		(76	)		-			-			-		(76	)		-			-		-		-		-

Amortization of mortgage procurement costs - Real Estate Groups		(123	)		-			-			-		(123	)		-			-		-		-		-

Deferred taxes - Real Estate Groups		291			-			-			-		291			-			-		-		-		-

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

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

Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-		-		-		-

Gain on disposition of unconsolidated entities, net of tax		-			-			-			-		-			-			-		-		-		-

Retrospective effect of FSP APB 14-1		79			-			-			-		79			-			-		-		-		-

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		-			-			-			-		-			-			-		-		-		-


Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(516	)	$	-		$	-		$	-	$	(516	)	$	(8,960	)	$	-	$	-	$	-	$	(8,960	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three Months Ended April 30, 2008 (in thousands) (continued)


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

Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-		$	305,010		$	16,513	$	91,146		$	3,180		$	382,823
Exclude straight-line rent adjustment		-			-		-		-		-			(4,720	)		-		-			(10	)		(4,730	)

Adjusted revenues		-			-		-		-		-			300,290			16,513		91,146			3,170			378,093

Operating expenses		12,750			-		-		-		12,750			207,356			11,719		64,575			531			260,743
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		754			-		-		-		754			3,319			-		10,656			-			13,975
Exclude straight-line rent adjustment		-			-		-		-		-			(1,583	)		-		-			-			(1,583	)
Exclude preference payment		-			-		-		-		-			(936	)		-		-			-			(936	)

Adjusted operating expenses		13,504			-		-		-		13,504			208,156			11,719		75,231			531			272,199

Add interest and other income		192			-		-		-		192			8,398			475		1,601			7			9,531

Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-			(9,647	)		19		9,027			-			(639	)

Exclude gain on disposition of unconsolidated entities		-			-		-		-		-			(881	)		-		881			-			-

Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			8,989			-		(8,989	)		-			-


Net operating income		(13,312	)		-		-		-		(13,312	)		98,993			5,288		18,435			2,646			114,786

Interest expense		16,478			-		-		-		16,478			82,473			3,340		18,413			1,264			98,810

(Gain) loss on early extinguishment of debt		-			-		-		-		-			5,179			119		22			-			5,082

Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			1,829			1,829		-			-			-

Retrospective effect of FSP APB 14-1		2,138			-		-		-		2,138			174			-		-			-			174


Pre-Tax EBDT		(27,652	)		-		-		-		(27,652	)		9,686			-		-			1,382			11,068

Income tax expense (benefit)		(2,994	)		-		-		-		(2,994	)		(5,026	)		-		-			140			(4,886	)

Add: EBDT from discontinued operations		-			-		-		-		-			1,242			-		-			(1,242	)		-


Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(24,658	)	$	-	$	-	$	-	$	(24,658	)	$	15,954		$	-	$	-		$	-		$	15,954


Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(24,658	)	$	-	$	-	$	-	$	(24,658	)	$	15,954		$	-	$	-		$	-		$	15,954

Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(70,147	)		-		-			(663	)		(70,810	)

Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(3,246	)		-		-			(97	)		(3,343	)

Deferred taxes - Real Estate Groups		5,529			-		-		-		5,529			15,231			-		-			(104	)		15,127

Straight-line rent adjustment		-			-		-		-		-			3,137			-		-			10			3,147

Preference payment		-			-		-		-		-			(936	)		-		-			-			(936	)

Gain on disposition of rental properties and other investments, net of tax		92			-		-		-		92			92			-		541			-			633

Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-			541			-		(541	)		-			-

Retrospective effect of FSP APB 14-1		(2,138	)		-		-		-		(2,138	)		(174	)		-		-			-			(174	)

Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(663	)		-		-			663			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(97	)		-		-			97			-
Deferred taxes - Real Estate Groups		-			-		-		-		-			(104	)		-		-			104			-
Straight-line rent adjustment		-			-		-		-		-			10			-		-			(10	)		-


Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(21,175	)	$	-	$	-	$	-	$	(21,175	)	$	(40,402	)	$	-	$	-		$	-		$	(40,402	)


Ohio	1-4372	34-0863886

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


Terminal Tower, 50 Public Square
Suite 1100, Cleveland, Ohio				44113

(Address of principal executive offices)				(Zip Code)


Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1


		FOREST CITY ENTERPRISES, INC.

		By:		/s/ ROBERT G. O’BRIEN

		Name:		Robert G. O’Brien
		Title:		Executive Vice President and Chief Financial Officer

Description

Supplemental Package for the Three Months Ended April 30, 2009 and 2008


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


AMC Entertainment, Inc.		6		515,097		4.10	%
Bass Pro Shops, Inc.		3		510,855		4.07
Regal Entertainment Group		5		379,072		3.02
TJX Companies		10		313,861		2.50
The Gap		24		305,756		2.44
The Home Depot		2		282,000		2.25
Dick’s Sporting Goods		5		257,486		2.05
Abercrombie & Fitch Stores, Inc.		30		223,567		1.78
The Limited		38		218,511		1.74
Footlocker, Inc.		37		143,768		1.14
Pathmark Stores, Inc.		2		123,500		0.98
American Eagle Outfitters		19		109,994		0.88


Subtotal		181		3,383,467		26.95


All Others		2,097		9,173,087		73.05


Total		2,278		12,556,554		100.00	%


(1)		All intercompany rental income is eliminated in consolidation.


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

								(in millions)

*Retail Centers:*
Promenade at Temecula Expansion	Temecula, CA	D	Q1-09	75.0	%	100.0	%	$	106.5	$	106.5	$	106.5		127,000		127,000



Total Openings and Acquisitions								$	106.5	$	106.5	$	106.5



*Residential Phased-In Units (c) (d)*:														Opened in ‘09 / Total

Sutton Landing	Brimfield, OH	D	2007-09	50.0	%	50.0	%	$	0.0	$	15.9	$	8.0		36/216
Stratford Crossing	Wadsworth, OH	D	2007-10	50.0	%	50.0	%		0.0		25.3		12.7		24/348

Total (e)								$	0.0	$	41.2	$	20.7		60/564


	LEASED		PERCENTAGE OF
	SQUARE		TOTAL OFFICE
TENANT	FEET		SQUARE FEET


City of New York		890,185		8.09	%

Millennium Pharmaceuticals, Inc.		623,546		5.66

U.S. Government		602,201		5.47

Wellchoice, Inc.		458,209		4.16

Morgan Stanley & Co.		444,685		4.04

Securities Industry Automation Corp.		433,971		3.94

JP Morgan Chase & Co.		385,254		3.50

Forest City Enterprises, Inc. ⁽¹⁾		382,204		3.47

Bank of New York		323,043		2.93

National Grid		254,034		2.31

Alkermes, Inc.		210,248		1.91

Clearbridge Advisors, LLC, a Legg Mason Company		193,249		1.76

Covington & Burling, LLP		160,565		1.46

Seyfarth Shaw, LLP		96,909		0.88


Subtotal		5,458,303		49.58


All Others		5,550,205		50.42