8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): September 8, 2009

Forest City Enterprises, Inc.

(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: 216-621-6060       

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

TABLE OF CONTENTS

EX-99.1

Item 2.02. Results of Operations and Financial Condition.

On September 8, 2009, Forest City Enterprises, Inc. issued its Supplemental Package that provides certain supplemental operating and financial information for the three and six months ended July 31, 2009 and 2008. A copy of this Supplemental Package is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith.

Exhibit
Number		Description
99.1	-	Supplemental Package for the Three and Six Months Ended July 31, 2009 and 2008

SIGNATURE

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

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

Date: September 8, 2009

EXHIBIT INDEX

Exhibit
Number		Description
99.1	-	Supplemental Package for the Three and Six Months Ended July 31, 2009 and 2008

EX-99.1

Exhibit 99.1

Forest City Enterprises, Inc.

Supplemental Package

Three and Six Months Ended July 31, 2009 and 2008

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

NYSE: FCEA, FCEB

Index

Corporate Overview	2
Supplemental Operating Information
Occupancy Data	4
Comparable Net Operating Income (NOI)	5
Comparable NOI Detail	6-7
Reconciliation of NOI to Net Loss	8-9
Lease Expirations Schedules	10-11
Schedules of Significant Tenants	12-13
Development Pipeline	14-17
Supplemental Financial Information
Projects Under Development Debt and Mortgage Financings	18
Scheduled Maturities Table	19-20
Upcoming Maturities Summary	21-24
Consolidated Balance Sheet Information	25-28
Consolidated Earnings Information	29-32
Investments in and Advances to Affiliates	33-35
Real Estate Activity	36-39
Results of Operations Summary	40-42
Reconciliation of Net Loss to EBDT	43-44
Summary of EBDT	45-56

This Supplemental Package, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of our Form 10-K for the year ended January 31, 2009, as updated in Part II, Item 1A of our Form 10-Q for the three months ended April 30, 2009, and 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.

1

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

SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION
We recommend that this supplemental package be read in conjunction with our Form 10-Q for the three and six months ended July 31, 2009. 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 us to adjust the prior year financial statements to show retrospective application upon adoption. See page 8 of our Form 10-Q for further discussion.

On February 1, 2009, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”). We adjusted our January 31, 2009 Consolidated Balance Sheet to reflect noncontrolling interest as a component of total equity. In addition, we reclassed noncontrolling interest on our Consolidated Statement of Operations for the three and six months ended July 31, 2008. See page 9 of our form 10-Q for further discussion.

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

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

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

2

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Supplemental Operating Information
The operating information contained in this document includes: occupancy data, comparable NOI, reconciliation of NOI to net earnings (loss), retail and office lease expirations, significant retail and office tenant listings, and our development pipeline. We believe this information will give interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including properties that were open and operated in both the three and six months ended July 31, 2009 and 2008.

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

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

Corporate Headquarters
Forest City Enterprises, Inc.
Terminal Tower
50 Public Square, Suite 1100
Cleveland, Ohio 44113

Annual Report on Form 10-K
A copy of the Annual Report on Form 10-K 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.

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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Occupancy Data - July 31, 2009 and 2008

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

				Average						Average
	Occupancy			Occupancy			Occupancy			Occupancy
	As of			Year-to-Date			As of			Year-to-Date
	July 31, 2009			July 31, 2009			July 31, 2008			July 31, 2008
Retail
Comparable		89.8	%		89.9	%		91.8	%		92.5	%
Total		88.1	%		88.3	%		91.1	%		91.8	%
Office
Comparable		89.4	%		89.3	%		90.3	%		90.0	%
Total		89.4	%		89.4	%		90.4	%		90.1	%
Residential (1)
Comparable		91.6	%		90.1	%		93.2	%		92.5	%
Total		89.7	%		85.8	%		90.9	%		89.9	%
Hotels
Comparable and Total					64.3	%					68.4	%
Comparable ADR and Total ADR				$	137.56					$	143.21

(1)   Excludes military housing units.

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

4

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

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

	Three Months Ended July 31, 2009						Six Months Ended July 31, 2009
	Full			Pro-Rata			Full			Pro-Rata
	Consolidation			Consolidation			Consolidation			Consolidation
Retail		(4.7	%)		(4.3	%)		(3.2	%)		(3.0	%)
Office		8.5	%		7.1	%		8.3	%		6.7	%
Hotel		(24.8	%)		(24.8	%)		(25.0	%)		(25.0	%)
Residential		(3.2	%)		(4.2	%)		(1.1	%)		(3.1	%)
Total		(0.7	%)		(1.4	%)		0.6	%		(0.4	%)

5

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

	Net Operating Income (dollars in thousands)
	Three Months Ended July 31, 2009													Three Months Ended July 31, 2008													% Change
						Plus													Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation			Consolidation			Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			(Non-GAAP)
Commercial Group
Retail
Comparable	$	56,098		$	3,005	$	5,598		$	-	$	58,691		$	58,872		$	3,012	$	5,470		$	-	$	61,330			(4.7	%)		(4.3	%)
Total		63,120			3,014		5,663			-		65,769			60,929			3,342		5,515			565		63,667
Office Buildings
Comparable		51,674			2,636		2,346			-		51,384			47,636			2,124		2,451			-		47,963			8.5	%		7.1	%
Total		66,156			2,741		2,402			-		65,817			70,342			2,858		2,451			-		69,935
Hotels
Comparable		4,144			-		-			-		4,144			5,507			-		-			-		5,507			(24.8	%)		(24.8	%)
Total		4,144			-		-			-		4,144			5,507			-		-			-		5,507
Earnings from Commercial Land Sales		1,733			257		-			-		1,476			4,855			2,005		-			-		2,850
Other (1)		(1,392	)		184		(552	)		-		(2,128	)		(2,847	)		472		(555	)		-		(3,874	)
Total Commercial Group
Comparable		111,916			5,641		7,944			-		114,219			112,015			5,136		7,921			-		114,800			(0.1	%)		(0.5	%)
Total		133,761			6,196		7,513			-		135,078			138,786			8,677		7,411			565		138,085
Residential Group
Apartments
Comparable		27,834			652		6,050			-		33,232			28,743			723		6,666			-		34,686			(3.2	%)		(4.2	%)
Total		34,363			1,128		6,738			-		39,973			29,799			709		7,790			1,682		38,562
Military Housing
Comparable (2)		-			-		-			-		-			-			-		-			-		-
Total		13,286			138		243			-		13,391			15,679			396		936			-		16,219
Other (1)		(6,846	)		36		-			-		(6,882	)		(6,774	)		52		-			-		(6,826	)
Total Residential Group
Comparable		27,834			652		6,050			-		33,232			28,743			723		6,666			-		34,686			(3.2	%)		(4.2	%)
Total		40,803			1,302		6,981			-		46,482			38,704			1,157		8,726			1,682		47,955
Total Rental Properties
Comparable		139,750			6,293		13,994			-		147,451			140,758			5,859		14,587			-		149,486			(0.7	%)		(1.4	%)
Total		174,564			7,498		14,494			-		181,560			177,490			9,834		16,137			2,247		186,040
Land Development Group		2,065			104		48			-		2,009			6,717			401		148			-		6,464
The Nets		(8,307	)		-		1,952			-		(6,355	)		(8,548	)		-		1,690			-		(6,858	)
Corporate Activities		(6,075	)		-		-			-		(6,075	)		(10,271	)		-		-			-		(10,271	)
Grand Total	$	162,247		$	7,602	$	16,494		$	-	$	171,139		$	165,388		$	10,235	$	17,975		$	2,247	$	175,375

(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.

6

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

	Net Operating Income (dollars in thousands)
	Six Months Ended July 31, 2009																Six Months Ended July 31, 2008											% Change
						Plus														Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			(Non-GAAP)
Commercial Group
Retail
Comparable	$	114,736		$	5,768	$	11,052		$	-	$	120,020		$	118,503		$	5,699		$	10,924		$	-	$	123,728			(3.2	%)		(3.0	%)
Total		126,648			5,486		11,171			481		132,814			121,514			6,314			11,044			1,217		127,461
Office Buildings
Comparable		102,066			5,220		4,684			-		101,530			94,225			4,173			5,132			-		95,184			8.3	%		6.7	%
Total		129,261			5,303		4,789			-		128,747			125,059			5,247			5,239			-		125,051
Hotels
Comparable		5,330			-		-			-		5,330			7,104			-			-			-		7,104			(25.0	%)		(25.0	%)
Total		5,330			-		-			-		5,330			7,104			-			-			-		7,104
Earnings from Commercial Land Sales		4,471			850		-			-		3,621			5,879			2,242			-			-		3,637
Other (1)		(9,472	)		549		(721	)		-		(10,742	)		(27,273	)		(595	)		(1,081	)		-		(27,759	)
Total Commercial Group
Comparable		222,132			10,988		15,736			-		226,880			219,832			9,872			16,056			-		226,016			1.0	%		0.4	%
Total		256,238			12,188		15,239			481		259,770			232,283			13,208			15,202			1,217		235,494
Residential Group
Apartments
Comparable		55,244			1,389		12,137			-		65,992			55,884			1,418			13,658			-		68,124			(1.1	%)		(3.1	%)
Total		65,043			2,186		14,143			-		77,000			60,505			1,409			15,567			3,676		78,339
Military Housing
Comparable (2)		-			-		-			-		-			-			-			-			-		-
Total		20,984			38		454			-		21,400			25,639			396			2,060			-		27,303
Other (1)		(17,205	)		72		-			-		(17,277	)		(14,600	)		91			-			-		(14,691	)
Total Residential Group
Comparable		55,244			1,389		12,137			-		65,992			55,884			1,418			13,658			-		68,124			(1.1	%)		(3.1	%)
Total		68,822			2,296		14,597			-		81,123			71,544			1,896			17,627			3,676		90,951
Total Rental Properties
Comparable		277,376			12,377		27,873			-		292,872			275,716			11,290			29,714			-		294,140			0.6	%		(0.4	%)
Total		325,060			14,484		29,836			481		340,893			303,827			15,104			32,829			4,893		326,445
Land Development Group		2,772			50		165			-		2,887			6,158			419			278			-		6,017
The Nets		(18,988	)		-		2,949			-		(16,039	)		(22,021	)		-			3,303			-		(18,718	)
Corporate Activities		(22,615	)		-		-			-		(22,615	)		(23,583	)		-			-			-		(23,583	)
Grand Total	$	286,229		$	14,534	$	32,950		$	481	$	305,126		$	264,381		$	15,523		$	36,410		$	4,893	$	290,161

(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.

7

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

	Three Months Ended July 31, 2009														Three Months Ended July 31, 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata				Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation				Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)				(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	316,735		$	13,142		$	97,417		$	-	$	401,010			$	327,591		$	15,053		$	108,196		$	2,810		$	423,544
Exclude straight-line rent adjustment (1)		(5,225	)		-			-			-		(5,225	)			2,727			-			-			(89	)		2,638
Adjusted revenues		311,510			13,142			97,417			-		395,785				330,318			15,053			108,196			2,721			426,182
Operating expenses		165,544			5,657			72,992			-		232,879				185,658			5,324			80,936			508			261,778
Add back non-Real Estate depreciation and amortization (b)		3,508			-			2,839			-		6,347				3,502			-			2,828			-			6,330
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			121			-		121				-			-			60			-			60
Exclude straight-line rent adjustment (2)		(1,611	)		-			-			-		(1,611	)			(1,610	)		-			-			-			(1,610	)
Exclude preference payment		(586	)		-			-			-		(586	)			(931	)		-			-			-			(931	)
Adjusted operating expenses		166,855			5,657			75,952			-		237,150				186,619			5,324			83,824			508			265,627
Add interest and other income		11,594			203			732			-		12,123				12,884			652			1,482			34			13,748
Add equity in earnings (loss), including impairment of unconsolidated entities		(17,438	)		(86	)		17,733			-		381				(5,942	)		(146	)		6,868			-			1,072
Exclude impairment of unconsolidated entities		11,903			-			(11,903	)		-		-				6,026			-			(6,026	)		-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		11,533			-			(11,533	)		-		-				8,721			-			(8,721	)		-			-
Net Operating Income		162,247			7,602			16,494			-		171,139				165,388			10,235			17,975			2,247			175,375
Interest expense		(80,223	)		(3,368	)		(16,494	)		-		(93,349	)			(81,403	)		(3,402	)		(17,767	)		(1,067	)		(96,835	)
Gain (loss) on early extinguishment of debt		9,063			-			-			-		9,063				(52	)		-			-			-			(52	)
Equity in earnings (loss), including impairment of unconsolidated entities		17,438			86			(17,733	)		-		(381	)			5,942			146			(6,868	)		-			(1,072	)
Impairment of unconcolidated entities		(11,903	)		-			-			-		(11,903	)			(6,026	)		-			-			-			(6,026	)
Depreciation and amortization of unconsolidated entities (see above)		(11,533	)		-			11,533			-		-				(8,721	)		-			8,721			-			-
Gain on disposition of rental properties		-			-			-			-		-				-			-			-			8,627			8,627
Preferred return on dispositon		-			-			-			-		-				-			-			(208	)		-			(208	)
Impairment of real estate		(1,451	)		-			-			-		(1,451	)			-			-			-			-			-
Depreciation and amortization - Real Estate Groups (a)		(64,345	)		(318	)		(10,997	)		-		(75,024	)			(66,114	)		(1,548	)		(8,325	)		(747	)		(73,638	)
Amortization of mortgage procurement costs - Real Estate Groups (c)		(3,450	)		(163	)		(536	)		-		(3,823	)			(3,082	)		(117	)		(396	)		(87	)		(3,448	)
Straight-line rent adjustment (1) + (2)		3,614			-			-			-		3,614				(4,337	)		-			-			89			(4,248	)
Preference payment		(586	)		-			-			-		(586	)			(931	)		-			-			-			(931	)
Earnings (loss) before income taxes		18,871			3,839			(17,733	)		-		(2,701	)			664			5,314			(6,868	)		9,062			(2,456	)
Income tax provision		531			-			-			-		531				(3,501	)		-			-			(3,501	)		(7,002	)
Equity in earnings (loss), including impairment of unconsolidated entities		(17,438	)		(86	)		17,733			-		381				(5,942	)		(146	)		6,868			-			1,072
Earnings (loss) from continuing operations		1,964			3,753			-			-		(1,789	)			(8,779	)		5,168			-			5,561			(8,386	)
Discontinued operations, net of tax		-			-			-			-		-				5,561			-			-			(5,561	)		-
Net earnings (loss)		1,964			3,753			-			-		(1,789	)			(3,218	)		5,168			-			-			(8,386	)
Net earnings attributable to noncontrolling interest		(3,753	)		(3,753	)		-			-		-				(5,168	)		(5,168	)		-			-			-
Net loss attributable to Forest City Enterpirses, Inc.	$	(1,789	)	$	-		$	-		$	-	$	(1,789	)		$	(8,386	)	$	-		$	-		$	-		$	(8,386	)
(a) Depreciation and amortization - Real Estate Groups	$	64,345		$	318		$	10,997		$	-	$	75,024			$	66,114		$	1,548		$	8,325		$	747		$	73,638
(b) Depreciation and amortization - Non-Real Estate		3,508			-			2,839			-		6,347				3,502			-			2,828			-			6,330
Total depreciation and amortization	$	67,853		$	318		$	13,836		$	-	$	81,371			$	69,616		$	1,548		$	11,153		$	747		$	79,968
(c) Amortization of mortgage procurement costs - Real Estate Groups	$	3,450		$	163		$	536		$	-	$	3,823			$	3,082		$	117		$	396		$	87		$	3,448
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			121			-		121				-			-			60			-			60
Total amortization of mortgage procurement costs	$	3,450		$	163		$	657		$	-	$	3,944			$	3,082		$	117		$	456		$	87		$	3,508

8

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

	Six Months Ended July 31, 2009															Six Months Ended July 31, 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	629,764		$	25,561		$	188,292		$	813		$	793,308		$	632,601		$	31,566		$	199,342		$	5,990		$	806,367
Exclude straight-line rent adjustment (1)		(9,624	)		-			-			(12	)		(9,636	)		(1,993	)		-			-			(99	)		(2,092	)
Adjusted revenues		620,140			25,561			188,292			801			783,672			630,608			31,566			199,342			5,891			804,275
Operating expenses		360,391			11,302			136,070			320			485,479			393,014			17,043			145,511			1,039			522,521
Add back non-Real Estate depreciation and amortization (b)		6,960			-			9,997			-			16,957			6,821			-			13,439			-			20,260
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			241			-			241			-			-			105			-			105
Exclude straight-line rent adjustment (2)		(3,247	)		-			-			-			(3,247	)		(3,193	)		-			-			-			(3,193	)
Exclude preference payment		(1,171	)		-			-			-			(1,171	)		(1,867	)		-			-			-			(1,867	)
Adjusted operating expenses		362,933			11,302			146,308			320			498,259			394,775			17,043			159,055			1,039			537,826
Add interest and other income		18,402			343			1,205			-			19,264			21,282			1,127			3,083			41			23,279
Add equity in earnings (loss), including impairment of unconsolidated entities		(33,304	)		(68	)		33,685			-			449			(15,589	)		(127	)		15,895			-			433
Exclude gain on disposition of unconsolidated entities		-			-			-			-			-			(881	)		-			881			-			-
Exclude impairment of unconsolidated entities		21,463			-			(21,463	)		-						6,026			-			(6,026	)		-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		22,461			-			(22,461	)		-			-			17,710			-			(17,710	)		-			-
Net Operating Income		286,229			14,534			32,950			481			305,126			264,381			15,523			36,410			4,893			290,161
Interest expense		(171,931	)		(6,800	)		(32,774	)		(322	)		(198,227	)		(163,876	)		(6,742	)		(36,180	)		(2,331	)		(195,645	)
Gain (loss) on early extinguishment of debt		9,063			-			(176	)		-			8,887			(5,231	)		(119	)		(22	)		-			(5,134	)
Equity in earnings (loss), including impairment of unconsolidated entities		33,304			68			(33,685	)		-			(449	)		15,589			127			(15,895	)		-			(433	)
Gain on disposition of unconsolidated entities		-			-			-			-			-			881			-			-			-			881
Impairment of unconcolidated entities		(21,463	)		-			-			-			(21,463	)		(6,026	)		-			-			-			(6,026	)
Depreciation and amortization of unconsolidated entities (see above)		(22,461	)		-			22,461			-			-			(17,710	)		-			17,710			-			-
Gain on disposition of rental properties and other investments		-			-			-			4,548			4,548			150			-			-			8,627			8,777
Preferred return on dispositon		-			-			-			-			-			-			-			(208	)		-			(208	)
Impairment of real estate		(2,575	)		-			-			-			(2,575	)		-			-			-			-			-
Depreciation and amortization 0 Real Estate Groups (a)		(127,351	)		(1,725	)		(21,419	)		(107	)		(147,152	)		(128,801	)		(2,531	)		(16,768	)		(1,410	)		(144,448	)
Amortization of mortgage procurement costs & Real Estate Groups (c)		(7,121	)		(323	)		(1,042	)		(5	)		(7,845	)		(5,934	)		(269	)		(942	)		(184	)		(6,791	)
Straight-line rent adjustment (1) + (2)		6,377			-			-			12			6,389			(1,200	)		-			-			99			(1,101	)
Preference payment		(1,171	)		-			-			-			(1,171	)		(1,867	)		-			-			-			(1,867	)
Earnings (loss) before income taxes		(19,100	)		5,754			(33,685	)		4,607			(53,932	)		(49,644	)		5,989			(15,895	)		9,694			(61,834	)
Income tax provision		22,802			-			-			(1,787	)		21,015			16,358			-			-			(3,745	)		12,613
Equity in earnings (loss), including impairment of unconsolidated entities		(33,304	)		(68	)		33,685			-			449			(15,589	)		(127	)		15,895			-			433
Earnings (loss) from continuing operations		(29,602	)		5,686			-			2,820			(32,468	)		(48,875	)		5,862			-			5,949			(48,788	)
Discontinued operations, net of tax		2,820			-			-			(2,820	)		-			5,949			-			-			(5,949	)		-
Net earnings (loss)		(26,782	)		5,686			-			-			(32,468	)		(42,926	)		5,862			-			-			(48,788	)
Net earnings attributable to noncontrolling interest		(5,686	)		(5,686	)		-			-			-			(5,862	)		(5,862	)		-			-			-
Net loss attributable to Forest City Enterpirses, Inc.	$	(32,468	)	$	-		$	-		$	-		$	(32,468	)	$	(48,788	)	$	-		$	-		$	-		$	(48,788	)
(a) Depreciation and amortization - Real Estate Groups	$	127,351		$	1,725		$	21,419		$	107		$	147,152		$	128,801		$	2,531		$	16,768		$	1,410		$	144,448
(b) Depreciation and amortization - Non-Real Estate		6,960			-			9,997			-			16,957			6,821			-			13,439			-			20,260
Total depreciation and amortization	$	134,311		$	1,725		$	31,416		$	107		$	164,109		$	135,622		$	2,531		$	30,207		$	1,410		$	164,708
(c) Amortization of mortgage procurement costs - Real Estate Groups	$	7,121		$	323		$	1,042		$	5		$	7,845		$	5,934		$	269		$	942		$	184		$	6,791
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			241			-			241			-			-			105			-			105
Total amortization of mortgage procurement costs	$	7,121		$	323		$	1,283		$	5		$	8,086		$	5,934		$	269		$	1,047		$	184		$	6,896

9

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Retail Lease Expirations as of July 31, 2009

													AVERAGE
													BASE
	NUMBER OF		SQUARE FEET		PERCENTAGE			NET		PERCENTAGE			RENT PER
EXPIRATION	EXPIRING		OF EXPIRING		OF TOTAL			BASE RENT		OF TOTAL			SQUARE FEET
YEAR	LEASES		LEASES(3)		LEASED GLA(1)			EXPIRING(2)		BASE RENT			EXPIRING(3)
2009		188		633,159		5.04	%	$	12,458,244		4.45	%	$	24.28
2010		244		600,543		4.78			14,820,484		5.29			30.35
2011		327		1,115,777		8.89			29,987,668		10.70			30.45
2012		212		865,865		6.90			21,243,868		7.58			28.07
2013		238		1,050,433		8.37			25,884,973		9.24			27.60
2014		185		875,443		6.97			18,612,176		6.64			27.55
2015		167		739,381		5.89			18,003,460		6.43			28.30
2016		232		1,209,022		9.63			33,675,108		12.02			38.30
2017		150		1,024,514		8.16			22,959,644		8.20			26.22
2018		171		865,333		6.89			18,510,930		6.61			23.35
2019		66		772,652		6.16			16,260,656		5.80			22.33
Thereafter		89		2,800,315		22.32			47,718,487		17.04			19.47
Total		2,269		12,552,437		100.00	%	$	280,135,698		100.00	%	$	26.37

(1)	GLA = Gross Leasable Area.
(2)	Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent and contingent rental payments, which are not reasonably estimable.
(3)	Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases.

10

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Office Lease Expirations as of July 31, 2009

													AVERAGE
													BASE
	NUMBER OF		SQUARE FEET		PERCENTAGE			NET		PERCENTAGE			RENT PER
EXPIRATION	EXPIRING		OF EXPIRING		OF TOTAL			BASE RENT		OF TOTAL			SQUARE FEET
YEAR	LEASES		LEASES(3)		LEASED GLA(1)			EXPIRING(2)		BASE RENT			EXPIRING(3)
2009		48		264,464		2.41	%	$	5,621,116		1.80	%	$	23.64
2010		83		1,074,000		9.81			22,486,258		7.18			24.79
2011		68		734,990		6.71			17,569,014		5.61			26.55
2012		64		1,076,702		9.83			31,166,112		9.96			30.76
2013		74		1,182,052		10.79			27,112,752		8.66			24.44
2014		36		760,448		6.94			18,727,497		5.98			29.10
2015		9		247,174		2.26			4,529,063		1.45			18.95
2016		19		464,991		4.25			9,184,956		2.93			22.57
2017		17		251,670		2.30			7,941,055		2.54			34.27
2018		16		1,048,025		9.57			30,014,917		9.59			32.59
2019		14		641,447		5.86			15,178,617		4.85			25.34
Thereafter		35		3,206,569		29.27			123,532,965		39.45			40.43
Total		483		10,952,532		100.00	%	$	313,064,322		100.00	%	$	31.08

(1)	GLA = Gross Leasable Area.
(2)	Net base rent expiring is an operating statistic and is not comparable to rental revenue, a GAAP financial measure. The primary differences arise because net base rent is determined using the tenant’s contractual rental agreements at our ownership share of the base rental income from expiring leases as determined within the rent agreement and it does not include adjustments such as the impact of straight-line rent and contingent rental payments, which are not reasonably estimable.
(3)	Square feet of expiring leases and average base rent per square feet are operating statistics that represent 100% of the square footage and base rental income per square foot from expiring leases.

11

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Retail Tenants as of July 31, 2009

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

	NUMBER		LEASED		PERCENTAGE OF
	OF		SQUARE		TOTAL RETAIL
TENANT	LEASES		FEET		SQUARE FEET
AMC Entertainment, Inc.		6		515,097		4.10	%
Bass Pro Shops, Inc.		3		510,855		4.07
Regal Entertainment Group		5		381,461		3.04
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		39		221,457		1.77
Footlocker, Inc.		40		153,693		1.22
Pathmark Stores, Inc.		2		123,500		0.98
American Eagle Outfitters		19		109,994		0.88
Subtotal		185		3,398,727		27.08
All Others		2,084		9,153,710		72.92
Total		2,269		12,552,437		100.00	%

12

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Office Tenants as of July 31, 2009

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

	LEASED		PERCENTAGE OF
	SQUARE		TOTAL OFFICE
TENANT	FEET		SQUARE FEET
City of New York		890,185		8.13	%
Millennium Pharmaceuticals, Inc.		628,934		5.74
U.S. Government		614,047		5.61
Morgan Stanley & Co.		444,685		4.06
Securities Industry Automation Corp.		433,971		3.96
Wellchoice, Inc.		392,514		3.58
JP Morgan Chase & Co.		385,254		3.52
Forest City Enterprises, Inc. (1)		377,572		3.45
Bank of New York		323,043		2.95
National Grid		254,034		2.32
Alkermes, Inc.		210,248		1.92
Clearbridge Advisors, LLC, a Legg Mason Company		193,249		1.76
Covington & Burling, LLP		160,565		1.47
Seyfarth Shaw, LLP		96,909		0.88
Subtotal		5,405,210		49.35
All Others		5,547,322		50.65
Total		10,952,532		100.00	%

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

13

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
July 31, 2009
2009 Openings and Acquisitions (1)

											Cost at FCE
			Date		Pro-Rata		Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./		Gross
		Dev (D)	Opened /	FCE Legal	FCE % (a)		Consolidation		at 100%		(Non-GAAP) (c)		No. of		Leasable
Property	Location	Acq (A)	Acquired	Ownership % (a)	(1)		(GAAP) (b)		(2)		(1) X (2)		Units		Area
							(in millions)
Retail Centers:
Promenade at Temecula Expansion	Temecula, CA	D	Q1-09	75.0%		100.0%	$	106.5	$	106.5	$	106.5		127,000		127,000
Total Openings and Acquisitions							$	106.5	$	106.5	$	106.5
Residential Phased-In Units (d) (e):													Opened in ’09 / Total
Cobblestone Court	Painesville, OH	D	2006-10	50.0%		50.0%	$	0.0	$	30.2	$	15.1	48/400
Sutton Landing	Brimfield, OH	D	2007-09	50.0%		50.0%		0.0		15.9		8.0	36/216
Stratford Crossing	Wadsworth, OH	D	2007-10	50.0%		50.0%		0.0		25.3		12.7	36/348
Total (f)							$	0.0	$	71.4	$	35.8	120/964

See attached footnotes.

14

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
July 31, 2009
Under Construction (7)

										Cost at FCE
					Pro-Rata	Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./			Gross
		Dev (D)	Anticipated	FCE Legal	FCE % (a)	Consolidation		at 100%		(Non-GAAP) (c)		No. of			Leasable			Lease
Property	Location	Acq (A)	Opening	Ownership % (a)	(1)	(GAAP) (b)		(2)		(1) X (2)		Units			Area			Commitment %
						(in millions)
Retail Centers:
East River Plaza (d) (e)	Manhattan, NY	D	Q4-09/10	35.0%	50.0%	$	0.0	$	392.2	$	196.1		517,000			517,000		76%
Village at Gulfstream Park	Hallandale Beach, FL	D	Q1-10	50.0%	50.0%		207.0		207.0		103.5		497,000			497,000	(i)	65%
Ridge Hill (e) (k)	Yonkers, NY	D	2011/2012	70.0%	100.0%		798.7		798.7		798.7		1,336,000			1,336,000	(j)	28%
						$	1,005.7	$	1,397.9	$	1,098.3		2,350,000			2,350,000
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 (e)	Brooklyn, NY	D	Q3-09/10	70.0%	100.0%	$	163.3	$	163.3	$	163.3		365
Presidio	San Francisco, CA	D	Q2-10	100.0%	100.0%		110.5		110.5		110.5		161
Beekman (e)	Manhattan, NY	D	Q1-11/12	49.0%	70.0%		875.7		875.7		613.0		904
						$	1,149.5	$	1,149.5	$	886.8		1,430
Total Under Construction (g)						$	2,485.1	$	2,877.3	$	2,133.6
Residential Phased-In Units (d) (e):												Under Const./Total
Cobblestone Court	Painesville, OH	D	2006-10	50.0%	50.0%	$	0.0	$	30.2	$	15.1	48/400
Stratford Crossing	Wadsworth, OH	D	2007-10	50.0%	50.0%		0.0		25.3		12.7	96/348
Total (h)						$	0.0	$	55.5	$	27.8	144/748

See attached footnotes.

Military Housing – see footnote m.

15

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline

July 31, 2009 Footnotes

(a)	As is customary within the real estate industry, the Company invests in certain real estate projects through joint ventures. For some of these projects, the Company provides funding at percentages that differ from the Company’s legal ownership.
(b)	Amounts are presented on the full consolidation method of accounting, a GAAP measure. Under full consolidation, costs are reported as consolidated at 100 percent if we are deemed to have control or to be the primary beneficiary of our investments in the variable interest entity (“VIE”).
(c)	Cost at pro-rata share represents Forest City’s share of cost, based on the Company’s pro-rata ownership of each property (a non-GAAP measure). Under the pro-rata consolidation method of accounting the Company determines its pro-rata share by multiplying its pro-rata ownership by the total cost of the applicable property.
(d)	Reported under the equity method of accounting. This method represents a GAAP measure for investments in which the Company is not deemed to have control or to be the primary beneficiary of our investments in a VIE.
(e)	Phased-in openings. Costs are representative of the total project.
(f)	The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $35.8 million consists of the Company’s share of cost for unconsolidated investments of $35.8 million.
(g)	The difference between the full consolidation cost amount (GAAP) of $2,485.1 million to the Company’s pro-rata share (a non-GAAP measure) of $2,133.6 million consists of a reduction to full consolidation for noncontrolling interest of $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 $27.8 million consists of the Company’s share of cost for unconsolidated investments of $27.8 million.
(i)	Includes 89,000 square feet of office space. Excluding this office space from the calculation of the preleased percentage would result in the retail space being 79% preleased.
(j)	Includes 156,000 square feet of office space.
(k)	Costs and total Phase 1 square footage have increased as a result of additional tenant allowances and expansion to include retail space originally planned for a later phase.
(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 development, construction, and management services for these projects and receives agreed upon fees for these services. (See pages 6-7 for net fee revenue included in NOI.)

		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	2008-2010	*	$	0.0	$	37.0		318
Navy Midwest	Chicago, IL	2006-2010	*		0.0		248.8		1,658
Air Force Academy	Colorado Springs, CO	2007-2009	50.0%		0.0		69.5		427
Marines, Hawaii Increment II	Honolulu, HI	2007-2011	*		0.0		293.3		1,175
Navy, Hawaii Increment III	Honolulu, HI	2007-2011	*		0.0		535.1		2,520
Pacific Northwest Communities	Seattle, WA	2007-2010	*		0.0		280.5		2,986
Hawaii Phase IV	Kaneohe, HI	2007-2014	*		0.0		364.0		917
Total Military Housing Under Construction				$	0.0	$	1,828.2		10,001

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

16

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

				Less								Plus
				Unconsolidated			Full			Less		Unconsolidated			Pro - Rata
				Investments			Consolidation			Noncontrolling		Investments			Consolidation
	100%			at 100%			(GAAP)			Interest		at Pro Rata			(Non-GAAP)
							(dollars in millions)
Total Cost Under Construction	$	2,877.3		$	392.2		$	2,485.1		$	547.6	$	196.1		$	2,133.6
Total Loan Draws and Other Sources at Completion (2)		2,136.4			285.0			1,851.4			400.5		142.5			1,593.4
Net Equity at Completion	$	740.9		$	107.2		$	633.7		$	147.1	$	53.6		$	540.2
Net Costs Incurred to Date	$	1,909.4		$	358.9		$	1,550.5		$	384.0	$	179.5		$	1,346.0
Loan Draws and Other Sources to Date		1,316.5			217.4			1,099.1			237.3		108.7			970.5
Net Equity to Date	$	592.9		$	141.5		$	451.4		$	146.7	$	70.8		$	375.5
% of Total Equity		80	%					71	%							70	%
Remaining Costs	$	967.9		$	33.3		$	934.6		$	163.6	$	16.6		$	787.6
Remaining Loan Draws and Other Sources (3)		819.9			67.6			752.3			163.2		33.8			622.9
Remaining Equity	$	148.0		$	(34.3	)	$	182.3		$	0.4	$	(17.2	)	$	164.7
% of Total Equity		20	%					29	%							30	%

(1)	This schedule includes only the seven properties listed on page 15. This does not include costs associated with phased openings, operating property renovations and military housing.
(2)	“Other Sources” includes third party subsidies, tax credit proceeds and outlot land sales.
(3)	Three of the loan commitments require specific leasing hurdles to be achieved prior to drawing the final amount of the loan. The Company estimates that approximately $165.4 million at 100% and at full consolidation, and $88.3 million at pro-rata consolidation of loan commitments are at risk should these leasing hurdles not be achieved.

17

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Debt for Projects under Development

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

					Plus
	Full		Less		Unconsolidated		Pro-Rata
	Consolidation		Noncontrolling		Investments at		Consolidation
	(GAAP)		Interest		Pro-Rata		(Non-GAAP)
			(in thousands)
Outstanding
Fixed	$	-	$	-	$	96,096	$	96,096
Variable
Taxable		1,017,944		254,508		89,458		852,894
Tax-Exempt		280,550		61,986		20,000		238,564
Total outstanding on projects under development (1)	$	1,298,494	$	316,494	$	205,554	$	1,187,554
Commitment
Fixed	$	-	$	-	$	98,956	$	98,956
Variable
Taxable		1,693,789		429,718		127,839		1,391,910
Tax-Exempt		313,400		61,986		20,000		271,414
Total commitment	$	2,007,189	$	491,704	$	246,795	$	1,762,280

(1) Proceeds from outstanding debt of $186,598 and $177,794, at full and pro-rata consolidation, respectively, described above is recorded as restricted cash in our Consolidated Balance Sheet. For bonds issued in conjunction with development, the full amount of the bonds at the beginning of construction must remain in escrow until costs are incurred.

Non-Recourse Mortgage Financings

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 six months ended July 31, 2009, we completed the following financings:

					Plus
			Less		Unconsolidated
	Full		Noncontrolling		Investments at		Pro-Rata
Purpose of Financing	Consolidation		Interest		Pro-Rata		Consolidation
			(in thousands)
Refinancings	$	181,408	$	62,031	$	16,023	$	135,400
Loan extensions/additional fundings		193,202		-		54,655		247,857
	$	374,610	$	62,031	$	70,678	$	383,257

18

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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Period Ending January 31, 2010												Fiscal Year Ending January 31, 2011
								Plus												Plus
					Less			Unconsolidated									Less			Unconsolidated
		Full			Noncontrolling			Investments at			Pro-Rata			Full			Noncontrolling			Investments at			Pro-Rata
		Consolidation			Interest			Pro-Rata			Consolidation			Consolidation			Interest			Pro-Rata			Consolidation
Fixed:
Fixed-rate debt	$	67,211		$	1,402		$	30,964		$	96,773		$	283,290		$	15,326		$	23,279		$	291,243
Weighted average rate		6.36	%		6.36	%		6.61	%		6.44	%		7.24	%		6.49	%		7.07	%		7.27	%
Variable:
Variable-rate debt		464,606			64,959			101,137			500,784			629,248			-			18,387			647,635
Weighted average rate		2.44	%		2.62	%		1.89	%		2.31	%		4.47	%		-	%		2.80	%		4.42	%
Tax-Exempt		90,800			-			43,688			134,488			14			-			-			14
Weighted average rate		1.60	%		-	%		0.93	%		1.38	%		0.81	%		-	%		-	%		0.84	%
Total variable-rate debt		555,406			64,959			144,825			635,272			629,262			-			18,387			647,649
Total Nonrecourse Mortgage Debt	$	622,617		$	66,361		$	175,789		$	732,045		$	912,552		$	15,326		$	41,666		$	938,892
Weighted Average Rate		2.74	%		2.70	%		2.48	%		2.69	%		5.33	%		6.49	%		5.19	%		5.31	%
	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	$	354,673		$	4,183		$	74,880		$	425,370		$	330,952		$	7,574		$	30,209		$	353,587
Weighted average rate		7.02	%		5.10	%		6.28	%		6.91	%		5.97	%		6.22	%		6.53	%		6.02	%
Variable:
Variable-rate debt		384,357			129,878			64,560			319,039			283,416			72,368			3,590			214,638
Weighted average rate		3.45	%		3.83	%		3.36	%		3.28	%		4.83	%		4.56	%		2.02	%		4.87	%
Tax-Exempt		77,585			67			-			77,518			204,901			62,056			-			142,845
Weighted average rate		2.85	%		3.91	%		-	%		2.85	%		3.72	%		3.72	%		-	%		3.71	%
Total variable-rate debt		461,942			129,945			64,560			396,557			488,317			134,424			3,590			357,483
Total Nonrecourse Mortgage Debt	$	816,615		$	134,128		$	139,440		$	821,927		$	819,269		$	141,998		$	33,799		$	711,070
Weighted Average Rate		4.94	%		3.87	%		4.93	%		5.12	%		5.01	%		4.28	%		6.05	%		5.21	%

19

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Fiscal Year Ending January 31, 2014												Thereafter
								Plus												Plus
					Less			Unconsolidated									Less			Unconsolidated
		Full			Noncontrolling			Investments at			Pro-Rata			Full			Noncontrolling			Investments at			Pro-Rata
		Consolidation			Interest			Pro-Rata			Consolidation			Consolidation			Interest			Pro-Rata			Consolidation
Fixed:
Fixed-rate debt	$	766,993		$	15,495		$	48,726		$	800,224		$	2,279,986		$	177,885		$	831,016		$	2,933,117
Weighted average rate		5.83	%		5.58	%		5.68	%		5.82	%		5.80	%		5.91	%		5.74	%		5.77	%
Variable:
Variable-rate debt		46,412			-			1,313			47,725			652,414			-			40,321			692,735
Weighted average rate		6.05	%		-	%		1.44	%		5.92	%		6.31	%		-	%		1.77	%		6.04	%
Tax-Exempt		1,075			77			-			998			540,132			21,929			156,979			675,182
Weighted average rate		3.02	%		3.89	%		-	%		2.95	%		1.62	%		2.70	%		1.04	%		1.45	%
Total variable-rate debt		47,487			77			1,313			48,723			1,192,546			21,929			197,300			1,367,917
Total Nonrecourse Mortgage Debt	$	814,480		$	15,572		$	50,039		$	848,947		$	3,472,532		$	199,814		$	1,028,316		$	4,301,034
Weighted Average Rate		5.83	%		5.58	%		5.57	%		5.82	%		5.24	%		5.56	%		4.86	%		5.14	%
	Total
								Plus
					Less			Unconsolidated
		Full			Noncontrolling			Investments at			Pro-Rata
		Consolidation			Interest			Pro-Rata			Consolidation
Fixed:
Fixed-rate debt	$	4,083,105		$	221,865		$	1,039,074		$	4,900,314
Weighted average rate		6.03	%		5.93	%		5.85	%		6.00	%
Variable:
Variable-rate debt		2,460,453			267,205			229,308			2,422,556
Weighted average rate		4.49	%		3.73	%		2.36	%		4.37	%
Tax-Exempt		914,507			84,129			200,667			1,031,045
Weighted average rate		2.20	%		3.45	%		1.02	%		1.86	%
Total variable-rate debt		3,374,960			351,334			429,975			3,453,601
Total Nonrecourse Mortgage Debt	$	7,458,065		$	573,199		$	1,469,049		$	8,353,915
Weighted Average Rate		5.05	%		4.54	%		4.65	%		5.02	%

20

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

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

				Less						Plus
				Unconsolidated		Full		Less		Unconsolidated		Pro-Rata
				Investments		Consolidation		Noncontrolling		Investments		Consolidation
Year Ending January 31, 2010		100%		at 100%		(GAAP)		Interest		at Pro Rata		(Non-GAAP)
Total Maturities (Nonrecourse Mortgage Debt)	$	984,962	$	362,345	$	622,617	$	66,361	$	175,789	$	732,045
Less: Scheduled Payments		59,812		19,072		40,740		3,249		6,873		44,364
Net Maturities		925,150		343,273		581,877		63,112		168,916		687,681
Add: Notes Payable		7,353		2,208		5,145		2,059		823		3,909
Total Maturities (including Notes Payable)		932,503		345,481		587,022		65,171		169,739		691,590
Closed Loans / To be Fully Amortized (3)		181,650		-		181,650		50,700		-		130,950
Committed Deals / Automatic Extensions (3)		153,183		62,383		90,800		-		33,124		123,924
Extension Available (1) (3)		452,482		184,555		267,927		12,412		88,645		344,160
Subtotal		787,315		246,938		540,377		63,112		121,769		599,034
Remaining to Finance	$	145,188	$	98,543	$	46,645	$	2,059	$	47,970	$	92,556
				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)	$	1,001,076	$	88,524	$	912,552	$	15,326	$	41,666	$	938,892
Less: Scheduled Payments		104,234		29,705		74,529		2,557		15,307		87,279
Add: Corporate Debt (2)		42,583		-		42,583		-		-		42,583
Net Maturities		939,425		58,819		880,606		12,769		26,359		894,196
Add: Notes Payable		55,138		53,812		1,326		42		12,508		13,792
Total Maturities (including Notes Payable)		994,563		112,631		881,932		12,811		38,867		907,988
Closed Loans / To be Fully Amortized (3)		360,603		332		360,271		-		160		360,431
Committed Deals / Automatic Extensions (3)		20,402		-		20,402		481		-		19,921
Extension Available (1) (3)		113,629		22,832		90,797		-		9,779		100,576
Subtotal		494,634		23,164		471,470		481		9,939		480,928
Remaining to Finance	$	499,929	$	89,467	$	410,462	$	12,330	$	28,928	$	427,060
				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)	$	1,104,600	$	287,985	$	816,615	$	134,128	$	139,440	$	821,927
Less: Scheduled Payments		95,740		23,255		72,485		2,850		12,142		81,777
Add: Corporate Debt (4)		272,500		-		272,500		-		-		272,500
Net Maturities		1,281,360		264,730		1,016,630		131,278		127,298		1,012,650
Add: Notes Payable		62,942		61,546		1,396		44		13,889		15,241
Total Maturities (including Notes Payable)		1,344,302		326,276		1,018,026		131,322		141,187		1,027,891
Closed Loans / To be Fully Amortized (3)		233		233		-		-		116		116
Committed Deals / Automatic Extensions (3)		49,900		49,900		-		-		24,950		24,950
Extension Available (1) (3)		362,683		26,705		335,978		71,895		13,235		277,318
Subtotal		412,816		76,838		335,978		71,895		38,301		302,384
Remaining to Finance	$	931,486	$	249,438	$	682,048	$	59,427	$	102,886	$	725,507

(1)	Includes loans that have extension options available, all of which require some predefined condition in order to qualify for the extension, such as, meeting or exceeding leasing hurdles, loan to value ratios or debt service coverage requirements. We cannot give assurance that the defined hurdles or milestones will be acheived to qualify for these extensions.
(2)	The credit facility amount of $42,583 outstanding as of July 31, 2009 has a maximum commitment of $750,000. The remaining availability of $707,417 is further reduced by $66,666 in outstanding letters of credit as of July 31, 2009.
(3)	Reflects activity through September 8, 2009.
(4)	Outstanding principal amount of the puttable equity-linked senior notes.

21

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Total
Year Ending January 31,	2010		2011		2012		by Type		Percent			Max		Median
Operating	$	638,756	$	560,081	$	792,957	$	1,991,794		63	%	$	272,500	$	17,156
Development/ Land		83,925		19,073		240,231		343,229		11	%		156,891		5,061
Under Construction		202,469		360,271		248,172		810,912		26	%		360,271		104,150
Total By Maturity	$	925,150	$	939,425	$	1,281,360	$	3,145,935		100	%	$	360,271	$	13,694

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

Year Ending January 31,	2010		2011		2012		Total		Percent			Max		Median
Conventional Lenders	$	705,424	$	564,639	$	599,742	$	1,869,805		59	%	$	360,271	$	12,403
Life Insurance		38,571		166,364		305,027		509,962		16	%		97,490		45,858
Fannie/Freddie		96,225		28,377		65,700		190,302		6	%		80,000		10,895
State and Local Government		1,774		11,178		8,839		21,791		1	%		10,903		1,190
Securitized		83,156		168,867		302,052		554,075		18	%		272,500		42,195
Total By Maturity	$	925,150	$	939,425	$	1,281,360	$	3,145,935		100	%	$	360,271	$	13,694

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

Year Ending January 31,	2010		2011		2012		Total		Percent			Max			Median
Apartments	$	96,225	$	28,377	$	253,839	$	378,441		12	%	$	104,150	$	11,362
Retail		561,044		546,647		188,819		1,296,510		41	%		360,271		17,773
Office		185,730		244,211		325,971		755,912		24	%		130,718		16,960
Hotel		-		63,858		-		63,858		2	%		45,858		31,929
Land		82,151		13,749		240,231		336,131		11	%		156,891		5,216
Corporate		-		42,583		272,500		315,083		10	%		272,500		157,542
Total By Maturity	$	925,150	$	939,425	$	1,281,360	$	3,145,935		100	%	$	360,271	$	13,694

22

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

											Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2012		Total
Operating	$	638,756	$	560,081	$	792,957	$	1,991,794	$	181,524	$	49,140	$	154,688	$	385,352	$	457,232	$	510,941	$	638,269	$	1,606,442
Count		18		22		22		62		9		6		9		24		9		16		13		38
Development/ Land (1)		83,925		19,073		240,231		343,229		12,207		9,679		96,737		118,623		71,718		9,394		143,494		224,606
Count		10		3		6		19		3		1		4		8		7		2		2		11
Under Construction (2)		202,469		360,271		248,172		810,912		149,542		-		13,305		162,847		52,927		360,271		234,867		648,065
Count		2		1		4		7		1		-		1		2		1		1		3		5
Total By Maturity	$	925,150	$	939,425	$	1,281,360	$	3,145,935	$	343,273	$	58,819	$	264,730	$	666,822	$	581,877	$	880,606	$	1,016,630	$	2,479,113
Total Count		30		26		32		88		13		7		14		34		17		19		18		54

(1)	$343,229 and $224,606 outstanding at 100% and Full Consolidation, respectively, have maximum commitments available of $386,537 at 100% and $236,989 at Full Consolidation.
(2)	$810,912 and $648,065 outstanding at 100% and Full Consolidation, respectively, have maximum commitments available of $1,357,517 at 100% and $1,117,900 at Full Consolidation.

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

											Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Year Ending January 31,	2010		2011		2012		Total		2010		2011		2012		Total		2010		2011		2012		Total
Conventional Lenders (1)	$	705,424	$	564,639	$	599,742	$	1,869,805	$	218,532	$	32,567	$	136,747	$	387,846	$	486,892	$	532,072	$	462,995	$	1,481,959
Count		22		15		15		52		8		4		7		19		14		11		8		33
Life Insurance (2)		38,571		166,364		305,027		509,962		38,571		-		86,594		125,165		-		166,364		218,433		384,797
Count		2		3		6		11		2		-		2		4		-		3		4		7
Fannie/Freddie		96,225		28,377		65,700		190,302		84,396		25,975		41,157		151,528		11,829		2,402		24,543		38,774
Count		3		3		5		11		2		2		4		8		1		1		1		3
State and Local Government		1,774		11,178		8,839		21,791		1,774		277		232		2,283		-		10,901		8,607		19,508
Count		1		2		3		6		1		1		1		3		-		1		2		3
Securitized		83,156		168,867		302,052		554,075		-		-		-		-		83,156		168,867		302,052		554,075
Count		2		3		3		8		-		-		-		-		2		3		3		8
Total By Maturity	$	925,150	$	939,425	$	1,281,360	$	3,145,935	$	343,273	$	58,819	$	264,730	$	666,822	$	581,877	$	880,606	$	1,016,630	$	2,479,113
Total Count		30		26		32		88		13		7		14		34		17		19		18		54

(1)	Of the $1,869,805 at 100% and $1,481,959 at Full Consolidation, $52,549 and $21,695 at 100% and Full Consolidation, respectively, can be securitized by the Lender at the Lender’s options without the Company’s knowledge. As of July 31, 2009, it is the Company’s belief that loans described are currently not securitized.
(2)	Of the $509,962 at 100% and $384,797 at Full Consolidation, $121,866 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 July 31, 2009, it is the Company’s belief that loans described are currently not securitized.

23

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

											Less Unconsolidated								Full Consolidation
			At 100%								Investments at 100%								(GAAP)
Year Ending January 31,		2010		2011	2012		Total		2010		2011		2012		Total		2010		2011		2,012		Total
Apartments	$	96,225	$	28,377	$	253,839	$	378,441	$	84,396	$	25,975	$	76,711	$	187,082	$	11,829	$	2,402	$	177,128	$	191,359
Count		3		3		12		18		2		2		7		11		1		1		5		7
Retail		561,044		546,647		188,819		1,296,510		206,514		5,556		-		212,070		354,530		541,091		188,819		1,084,440
Count		12		10		4		26		5		2		-		7		7		8		4		19
Office		185,730		244,211		325,971		755,912		41,930		17,608		91,282		150,820		143,800		226,603		234,689		605,092
Count		6		7		9		22		4		2		3		9		2		5		6		13
Hotel		-		63,858		-		63,858		-		-		-		-		-		63,858		-		63,858
Count		-		2		-		2		-		-		-		-		-		2		-		2
Land		82,151		13,749		240,231		336,131		10,433		9,680		96,737		116,850		71,718		4,069		143,494		219,281
Count		9		3		6		18		2		1		4		7		7		2		2		11
Corporate		-		42,583		272,500		315,083		-		-		-		-		-		42,583		272,500		315,083
Count		-		1		1		2		-		-		-		-		-		1		1		2
Total By Maturity	$	925,150	$	939,425	$	1,281,360	$	3,145,935	$	343,273	$	58,819	$	264,730	$	666,822	$	581,877	$	880,606	$	1,016,630	$	2,479,113
Total Count		30		26		32		88		13		7		14		34		17		19		18		54

24

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

Consolidated Balance Sheet Information – July 31, 2009 (unaudited)

							Plus
	Full			Less			Unconsolidated			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)
				(in thousands)
Assets
Real Estate
Completed rental properties
Residential	$	1,722,415		$	41,218		$	809,495		$	2,490,692
Commercial
Retail Centers		3,318,785			108,606			420,842			3,631,021
Office and other buildings		3,338,331			129,068			209,113			3,418,376
Corporate and other equipment		9,687			-			1			9,688
Total Completed rental properties		8,389,218			278,892			1,439,451			9,549,777
Projects under development
Residential
Under construction		695,311			143,254			26,597			578,654
In development		582,742			179,588			6,652			409,806
Commercial
Retail Centers
Under construction		731,896			67,351			230,206			894,751
In development		38,204			101			10,845			48,948
Office and other buildings
Under construction		219,941			104,545			5,728			121,124
In development		219,275			55,282			56,284			220,277
Total Projects under development		2,487,369			550,121			336,312			2,273,560
Land held for development or sale		219,676			20,042			114,584			314,218
Total Real Estate		11,096,263			849,055			1,890,347			12,137,555
Less accumulated depreciation		(1,510,177	)		(54,771	)		(353,040	)		(1,808,446	)
Real Estate, net		9,586,086			794,284			1,537,307			10,329,109
Cash and equivalents		192,416			7,666			12,197			196,947
Restricted cash		405,361			69,928			103,703			439,136
Notes and accounts receivable, net		393,311			16,027			63,915			441,199
Investments in and advances to affiliates		207,471			(102,702	)		(51,086	)		259,087
Other assets		898,156			71,194			71,107			898,069
Total Assets	$	11,682,801		$	856,397		$	1,737,143		$	12,563,547

25

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Balance Sheet Information – July 31, 2009 (unaudited)

						Plus
	Full			Less		Unconsolidated			Pro-Rata
	Consolidation			Noncontrolling		Investments at			Consolidation
	(GAAP)			Interest		Pro-Rata			(Non-GAAP)
				(in thousands)
Liabilities and Equity
Liabilities
Mortgage debt, nonrecourse
Completed rental properties
Residential	$	1,067,391		$	33,820	$	622,976		$	1,656,547
Commercial
Retail Centers		2,564,751			118,321		437,048			2,883,478
Office and other buildings		2,458,192			99,979		148,520			2,506,733
Total Completed rental properties		6,090,334			252,120		1,208,544			7,046,758
Projects under development
Residential
Under construction		546,100			134,353		90,169			501,916
In development		143,274			59,831		-			83,443
Commercial
Retail Centers
Under construction		413,197			26,463		108,296			495,030
In development		-			-		-			-
Office and other buildings
Under construction		130,718			71,895		-			58,823
In development		65,205			23,952		7,089			48,342
Total Projects under development		1,298,494			316,494		205,554			1,187,554
Land held for development or sale		69,237			4,585		54,951			119,603
Total Mortgage debt, nonrecourse		7,458,065			573,199		1,469,049			8,353,915
Notes payable		173,024			13,154		96,014			255,884
Bank revolving credit facility		42,583			-		-			42,583
Senior and subordinated debt		831,469			-		-			831,469
Accounts payable and accrued expenses		1,194,262			97,221		172,913			1,269,954
Deferred income taxes		458,378			-		-			458,378
Total Liabilities		10,157,781			683,574		1,737,976			11,212,183
Equity
Shareholders’ Equity
Shareholders’ equity before accumulated other comprehensive loss		1,253,542			-		-			1,253,542
Accumulated other comprehensive loss		(88,199	)		-		-			(88,199	)
Total Shareholders’ Equity		1,165,343			-		-			1,165,343
Noncontrolling interest		359,677			172,823		(833	)		186,021	(1)
Total Equity		1,525,020			172,823		(833	)		1,351,364
Total Liabilities and Equity	$	11,682,801		$	856,397	$	1,737,143		$	12,563,547

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

26

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Full						Plus			Pro-Rata
	Consolidation			Less			Unconsolidated			Consolidation
	(GAAP)			Noncontrolling			Investments at			(Non-GAAP)
	(As Adjusted)			Interest			Pro-Rata			(As Adjusted)
	(in thousands)
Assets
Real Estate
Completed rental properties
Residential	$	1,701,737		$	37,677		$	781,758		$	2,445,818
Commercial
Retail Centers		3,242,908			84,003			418,820			3,577,725
Office and other buildings		3,256,301			116,427			190,506			3,330,380
Corporate and other equipment		11,198			-			1			11,199
Total Completed rental properties		8,212,144			238,107			1,391,085			9,365,122
Projects under development
Residential
Under construction		512,859			110,944			53,129			455,044
In development		613,934			181,689			8,133			440,378
Commercial
Retail Centers
Under construction		653,508			43,721			203,931			813,718
In development		37,712			101			10,825			48,436
Office and other buildings
Under construction		210,569			77,144			24,704			158,129
In development		212,634			54,033			53,921			212,522
Total Projects under development		2,241,216			467,632			354,643			2,128,227
Land held for development or sale		195,213			19,629			122,377			297,961
Total Real Estate		10,648,573			725,368			1,868,105			11,791,310
Less accumulated depreciation		(1,419,271	)		(47,555	)		(332,619	)		(1,704,335	)
Real Estate, net		9,229,302			677,813			1,535,486			10,086,975
Cash and equivalents		267,305			5,111			11,858			274,052
Restricted cash		291,224			31,529			115,863			375,558
Notes and accounts receivable, net		427,410			14,767			65,488			478,131
Investments in and advances to affiliates		228,995			(95,740	)		(60,221	)		264,514
Other assets		936,271			63,022			77,733			950,982
Total Assets	$	11,380,507		$	696,502		$	1,746,207		$	12,430,212

27

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Full					Plus			Pro-Rata
	Consolidation			Less		Unconsolidated			Consolidation
	(GAAP)			Noncontrolling		Investments at			(Non-GAAP)
	(As Adjusted)			Interest		Pro-Rata			(As Adjusted)
	(in thousands)
Liabilities and Equity
Liabilities
Mortgage debt, nonrecourse
Completed rental properties
Residential	$	1,078,486		$	30,524	$	618,829		$	1,666,791
Commercial
Retail Centers		2,532,986			83,953		437,451			2,886,484
Office and other buildings		2,474,846			100,560		116,964			2,491,250
Total Completed rental properties		6,086,318			215,037		1,173,244			7,044,525
Projects under development
Residential
Under construction		264,250			61,986		103,574			305,838
In development		156,549			65,375		-			91,174
Commercial
Retail Centers
Under construction		337,218			22,446		99,684			414,456
In development		-			-		-			-
Office and other buildings
Under construction		72,608			36,304		15,623			51,927
In development		70,668			26,352		22,398			66,714
Total Projects under development		901,293			212,463		241,279			930,109
Land held for development or sale		90,779			11,519		60,491			139,751
Total Mortgage debt, nonrecourse		7,078,390			439,019		1,475,014			8,114,385
Notes payable		181,919			12,794		90,013			259,138
Bank revolving credit facility		365,500			-		-			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 interest in the Forest City Ratner Company portfolio.

28

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

							Plus
	Full			Less			Unconsolidated			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)
				(in thousands)
Revenues from real estate operations	$	316,735		$	13,142		$	97,417		$	401,010
Expenses
Operating expenses		165,544			5,657			72,992			232,879
Depreciation and amortization		67,853			318			13,836			81,371
Impairment of real estate		1,451			-			11,903			13,354
		234,848			5,975			98,731			327,604
Interest expense		(80,223	)		(3,368	)		(16,494	)		(93,349	)
Amortization of mortgage procurement costs		(3,450	)		(163	)		(657	)		(3,944	)
Gain on early extinguishment of debt		9,063			-			-			9,063
Interest and other income		11,594			203			732			12,123
Earnings (loss) before income taxes		18,871			3,839			(17,733	)		(2,701	)
Income tax expense (benefit)
Current		(6,107	)		-			-			(6,107	)
Deferred		5,576			-			-			5,576
		(531	)		-			-			(531	)
Equity in earnings (loss), including impairment of unconsolidated entities		(17,438	)		(86	)		17,733			381
Net earnings (loss)		1,964			3,753			-			(1,789	)
Net earnings attributable to noncontrolling interest		(3,753	)		(3,753	)		-			-
Net loss attributable to Forest City Enterprises, Inc.	$	(1,789	)	$	-		$	-		$	(1,789	)

29

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Six Months Ended July 31, 2009 (Unaudited)

							Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
							(in thousands)
Revenues from real estate operations	$	629,764		$	25,561		$	188,292		$	813		$	793,308
Expenses
Operating expenses		360,391			11,302			136,070			320			485,479
Depreciation and amortization		134,311			1,725			31,416			107			164,109
Impairment of real estate		2,575			-			21,463			-			24,038
		497,277			13,027			188,949			427			673,626
Interest expense		(171,931	)		(6,800	)		(32,774	)		(322	)		(198,227	)
Amortization of mortgage procurement costs		(7,121	)		(323	)		(1,283	)		(5	)		(8,086	)
Gain (loss) on early extinguishment of debt		9,063			-			(176	)		-			8,887
Interest and other income		18,402			343			1,205			-			19,264
Gain on disposition of rental properties		-			-			-			4,548			4,548
Earnings (loss) before income taxes		(19,100	)		5,754			(33,685	)		4,607			(53,932	)
Income tax expense (benefit)
Current		(13,438	)		-			-			3,777			(9,661	)
Deferred		(9,364	)		-			-			(1,990	)		(11,354	)
		(22,802	)		-			-			1,787			(21,015	)
Equity in earnings (loss), including impairment of unconsolidated entities		(33,304	)		(68	)		33,685			-			449
Earnings (loss) from continuing operations		(29,602	)		5,686			-			2,820			(32,468	)
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)		(26,782	)		5,686			-			-			(32,468	)
Net earnings attributable to noncontrolling interest		(5,686	)		(5,686	)		-			-			-
Net loss attributable to Forest City Enterprises, Inc.	$	(32,468	)	$	-		$	-		$	-		$	(32,468	)

30

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Full						Plus						Pro-Rata
	Consolidation			Less			Unconsolidated			Plus			Consolidation
	(GAAP)			Noncontrolling			Investments at			Discontinued			(Non-GAAP)
	(As Adjusted)			Interest			Pro-Rata			Operations			(As Adjusted)
							(in thousands)
Revenues from real estate operations	$	327,591		$	15,053		$	108,196		$	2,810		$	423,544
Expenses
Operating expenses		185,658			5,324			80,936			508			261,778
Depreciation and amortization		69,616			1,548			11,153			747			79,968
Impairment of real estate		-			-			6,026			-			6,026
		255,274			6,872			98,115			1,255			347,772
Interest expense		(81,403	)		(3,402	)		(17,767	)		(1,067	)		(96,835	)
Amortization of mortgage procurement costs		(3,082	)		(117	)		(456	)		(87	)		(3,508	)
Loss on early extinguishment of debt		(52	)		-			-			-			(52	)
Interest and other income		12,884			652			1,482			34			13,748
Gain on disposition of rental properties		-			-			(208	)		8,627			8,419
Earnings (loss) before income taxes		664			5,314			(6,868	)		9,062			(2,456	)
Income tax expense (benefit)
Current		(10,906	)		-			-			(876	)		(11,782	)
Deferred		14,407			-			-			4,377			18,784
		3,501			-			-			3,501			7,002
Equity in earnings (loss), including impairment of unconsolidated entities		(5,942	)		(146	)		6,868			-			1,072
Earnings (loss) from continuing operations		(8,779	)		5,168			-			5,561			(8,386	)
Discontinued operations, net of tax:
Operating earnings from rental properties		267			-			-			(267	)		-
Gain on disposition of rental properties		5,294			-			-			(5,294	)		-
		5,561			-			-			(5,561	)		-
Net earnings (loss)		(3,218	)		5,168			-			-			(8,386	)
Net earnings attributable to noncontrolling interest		(5,168	)		(5,168	)		-			-			-
Net loss attributable to Forest City Enterprises, Inc.	$	(8,386	)	$	-		$	-		$	-		$	(8,386	)

31

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information – Six Months Ended July 31, 2008 (Unaudited)

	Full						Plus						Pro-Rata
	Consolidation			Less			Unconsolidated			Plus			Consolidation
	(GAAP)			Noncontrolling			Investments at			Discontinued			(Non-GAAP)
	(As Adjusted)			Interest			Pro-Rata			Operations			(As Adjusted)
	(in thousands)
Revenues from real estate operations	$	632,601		$	31,566		$	199,342		$	5,990		$	806,367
Expenses
Operating expenses		393,014			17,043			145,511			1,039			522,521
Depreciation and amortization		135,622			2,531			30,207			1,410			164,708
Impairment of real estate		-			-			6,026			-			6,026
		528,636			19,574			181,744			2,449			693,255
Interest expense		(163,876	)		(6,742	)		(36,180	)		(2,331	)		(195,645	)
Amortization of mortgage procurement costs		(5,934	)		(269	)		(1,047	)		(184	)		(6,896	)
Loss on early extinguishment of debt		(5,231	)		(119	)		(22	)		-			(5,134	)
Interest and other income		21,282			1,127			3,083			41			23,279
Gain on disposition of rental properties and other investments		150			-			673			8,627			9,450
Earnings (loss) before income taxes		(49,644	)		5,989			(15,895	)		9,694			(61,834	)
Income tax expense (benefit)
Current		(10,555	)		-			-			(736	)		(11,291	)
Deferred		(5,803	)		-			-			4,481			(1,322	)
		(16,358	)		-			-			3,745			(12,613	)
Equity in earnings (loss), including impairment of unconsolidated entities		(15,589	)		(127	)		15,895			-			433
Earnings (loss) from continuing operations		(48,875	)		5,862			-			5,949			(48,788	)
Discontinued operations, net of tax:
Operating earnings from rental properties		655			-			-			(655	)		-
Gain on disposition of rental properties		5,294			-			-			(5,294	)		-
		5,949			-			-			(5,949	)		-
Net earnings (loss)		(42,926	)		5,862			-			-			(48,788	)
Net earnings attributable to noncontrolling interest		(5,862	)		(5,862	)		-			-			-
Net loss attributable to Forest City Enterprises, Inc.	$	(48,788	)	$	-		$	-		$	-		$	(48,788	)

32

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:

	July 31, 2009		January 31, 2009
	(in thousands)
Members’ and partners’ equity as below	$	535,585	$	595,163
Equity of other members and partners		484,499		534,942
Company’s investment in partnerships	$	51,086	$	60,221
Advances to and on behalf of other affiliates		156,385		168,774
Total Investments in and Advances to Affiliates	$	207,471	$	228,995

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

	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
	July 31, 2009			January 31, 2009			July 31, 2009			January 31, 2009
				(in thousands)
Balance Sheet:
Real Estate
Completed rental properties	$	4,236,641		$	3,967,896		$	1,439,451		$	1,391,085
Projects under development		866,112			931,411			336,312			354,643
Land held for development or sale		263,988			278,438			114,584			122,377
Total Real Estate		5,366,741			5,177,745			1,890,347			1,868,105
Less accumulated depreciation		(741,282	)		(680,013	)		(353,040	)		(332,619	)
Real Estate, net		4,625,459			4,497,732			1,537,307			1,535,486
Restricted cash - Military housing bond funds		633,509			795,616			33,277			43,085
Other restricted cash		201,456			207,507			70,426			72,778
Other assets		443,156			482,431			147,219			155,079
Total Assets	$	5,903,580		$	5,983,286		$	1,788,229		$	1,806,428
Mortgage debt, nonrecourse	$	4,564,633		$	4,571,375		$	1,469,049		$	1,475,014
Other liabilities		803,362			816,748			268,927			271,974
Total Liabilities		5,367,995			5,388,123			1,737,976			1,746,988
Members’ and partners’ equity		535,585			595,163			51,086			60,221
Noncontrolling interest		-			-			(833	)		(781	)
Total Equity		535,585			595,163			50,253			59,440
Total Liabilities and Members’/Partners’ Equity	$	5,903,580		$	5,983,286		$	1,788,229		$	1,806,428

33

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 July 31,	2009			2008			2009			2008
				(in thousands)
Operations:
Revenues	$	242,917		$	253,310		$	97,417		$	108,196
Equity in earnings of unconsolidated entities on a pro-rata basis		-			-			381			1,072
Operating expenses		(167,540	)		(200,470	)		(72,992	)		(80,936	)
Interest expense		(55,688	)		(55,629	)		(16,494	)		(17,767	)
Impairment of unconsolidated entities (1)		(11,903	)		(45,713	)		(11,903	)		(6,026	)
Depreciation and amortization		(43,022	)		(29,938	)		(14,493	)		(11,609	)
Interest and other income		3,564			14,654			732			1,482
Preferred return on disposition		-			(208	)		-			(208	)
Noncontrolling interest		-			-			(86	)		(146	)
Loss from continuing operations		(31,672	)		(63,994	)		(17,438	)		(5,942	)
Discontinued operations:
Operating loss from rental properties		-			(81	)		-			-
Net loss (pre-tax)	$	(31,672	)	$	(64,075	)	$	(17,438	)	$	(5,942	)
	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
Six Months Ended July 31,	2009			2008			2009			2008
				(in thousands)
Operations:
Revenues	$	487,631		$	494,148		$	188,292		$	199,342
Equity in earnings of unconsolidated entities on a pro-rata basis		-			-			449			433
Operating expenses		(332,070	)		(369,356	)		(136,070	)		(145,511	)
Interest expense including early extinguishment of debt		(114,273	)		(115,162	)		(32,950	)		(36,202	)
Impairment of unconsolidated entities (1)		(23,203	)		(45,713	)		(21,463	)		(6,026	)
Depreciation and amortization		(92,928	)		(78,157	)		(32,699	)		(31,254	)
Interest and other income		8,774			32,018			1,205			3,083
Preferred return on disposition		-			(208	)		-			(208	)
Noncontrolling interest		-			-			(68	)		(127	)
Loss from continuing operations		(66,069	)		(82,430	)		(33,304	)		(16,470	)
Discontinued operations:
Operating loss from rental properties		-			(99	)		-			-
Gain on disposition of unconsolidated entities (2)		-			3,070			-			881
Discontinued operations subtotal		-			2,971			-			881
Net loss (pre-tax)	$	(66,069	)	$	(79,459	)	$	(33,304	)	$	(15,589	)

34

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
		Three Months Ended July 31,
		2009		2008		2009		2008
				(in thousands)
Apartment Communities
Fenimore Court	(Detroit, Michigan)	$	693	$	-	$	693	$	-
Millender Center	(Detroit, Michigan)		2,818		-		2,818		-
Uptown Apartments	(Oakland, California)		6,781		-		6,781		-
Navy Midwest (Military Housing Project)	(Chicago, Illinois)		-		30,000		-		300
Specialty Retail Centers
Southgate Mall	(Yuma, Arizona)		1,611		-		1,611		-
El Centro Mall	(El Centro, California)		-		3,342		-		1,263
Mercury (Condominiums)	(Los Angeles, California)		-		12,006		-		4,098
Old Stone Crossing at Caldwell Creek (Land Development)	(Charlotte, North Carolina)		-		365		-		365
Total impairment of unconsolidated entities		$	11,903	$	45,713	$	11,903	$	6,026
		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
		Six Months Ended July 31,
		2009		2008		2009		2008
				(in thousands)
Apartment Communities
Fenimore Court	(Detroit, Michigan)	$	693	$	-	$	693	$	-
Metropolitan Lofts	(Los Angeles, California)		1,039		-		1,039		-
Millender Center	(Detroit, Michigan)		7,070		-		7,070		-
Residences at University Park	(Cambridge, Massachusetts)		855		-		855		-
Uptown Apartments	(Oakland, California)		6,781		-		6,781		-
Classic Residence by Hyatt (Supported-living Apartments)	(Yonkers, New York)		4,892		-		3,152		-
Navy Midwest (Military Housing Project)	(Chicago, Illinois)		-		30,000		-		300
Specialty Retail Centers
Southgate Mall	(Yuma, Arizona)		1,611		-		1,611		-
El Centro Mall	(El Centro, California)		-		3,342		-		1,263
Mercury (Condominiums)	(Los Angeles, California)		-		12,006		-		4,098
Old Stone Crossing at Caldwell Creek (Land Development)	(Charlotte, North Carolina)		122		365		122		365
Other			140		-		140		-
Total impairment of unconsolidated entities		$	23,203	$	45,713	$	21,463	$	6,026

(2) Upon disposition, investments accounted for on the equity method are not classified as discontinued operations under the provision of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” therefore, gains or losses on the sale of equity method properties are reported in continuing operations when sold. During the six months ended July 31, 2008, the Company sold its share in One International Place, an equity method investment located in Cleveland, Ohio.

35

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

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

	Pro-Rata Consolidation (Non-GAAP)
	Six Months Ended
	July 31,			For the Years Ended January 31,
	2009			2009			2008			2007
				(in thousands)
Rental Properties – Real Estate Activity
Real estate
Completed rental properties	$	9,540,089		$	9,353,924		$	8,457,590		$	7,510,737
Projects under development		2,273,560			2,128,065			1,827,219			1,570,112
Land held for development or sale		119,386			116,675			90,151			79,909
Total real estate - Rental Properties		11,933,035			11,598,664			10,374,960			9,160,758
Less accumulated depreciation		(1,803,548	)		(1,698,362	)		(1,468,313	)		(1,295,623	)
Real estate, net - Rental Properties	$	10,129,487		$	9,900,302		$	8,906,647		$	7,865,135
Plus real estate, net - Land Group and Corporate		199,622			186,673			182,031			170,811
Real estate, net - Forest City Enterprises	$	10,329,109		$	10,086,975		$	9,088,678		$	8,035,946
Real estate activity during the year
Completed rental properties
Capital expenditures	$	25,590		$	99,130		$	108,166		$	87,237
Transferred from projects under development		239,331			729,370			707,827			547,667
Acquisitions		-			98,160			335,750			314,779
Exchange of cash and Class A Common Units for partner’s interest		-			-			-			228,958
Other (5)		(48,511	)		116,679			8,502			310,275
Total additions		216,410			1,043,339			1,160,245			1,488,916
Dispositions		(30,245	) (1)		(147,005	) (2)		(213,392	) (3)		(297,368	) (4)
Completed rental properties, net additions		186,165			896,334			946,853			1,191,548
Projects under development
New development		421,254			1,023,035			1,119,554			813,834
Transferred to completed rental properties		(239,331	)		(729,370	)		(707,827	)		(547,667	)
Cost of land sales		(36,428	)		(34,391	)		(161,492	)		(38,135	)
Other (6)		-			41,572			6,872			145,417
Projects under development, net additions		145,495			300,846			257,107			373,449
Land held for development or sale, net additions		2,711			26,524			10,242			29,634
Increase in real estate, at cost	$	334,371		$	1,223,704		$	1,214,202		$	1,594,631

36

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

							Plus
				Less			Unconsolidated			Plus		Pro-Rata
	Full			Noncontrolling			Investments			Discontinued		Consolidation
Six Months Ended July 31, 2009	Consolidation			Interest			at Pro-Rata			Operations		(Non-GAAP)
							(in thousands)
2009
Real estate
Completed rental properties	$	8,379,531		$	278,892		$	1,439,450		$	-	$	9,540,089
Projects under development		2,487,369			550,121			336,312			-		2,273,560
Land held for development or sale		68,684			5,642			56,344			-		119,386
Total real estate - Rental Properties		10,935,584			834,655			1,832,106			-		11,933,035
Less accumulated depreciation		(1,505,280	)		(54,771	)		(353,039	)		-		(1,803,548	)
Real estate, net - Rental Properties	$	9,430,304		$	779,884		$	1,479,067		$	-	$	10,129,487
Plus real estate, net - Land Group and Corporate		155,782			14,400			58,240			-		199,622
Real estate, net - Forest City Enterprises	$	9,586,086		$	794,284		$	1,537,307		$	-	$	10,329,109
Real estate activity during the year
Completed rental properties
Capital expenditures	$	19,770		$	1,605		$	7,425		$	-	$	25,590
Transferred from projects under development		202,488			9,205			46,048			-		239,331
Acquisitions		-			-			-			-		-
Other (5)		(13,429	)		29,975			(5,107	)		-		(48,511	)
Total additions		208,829			40,785			48,366			-		216,410
Dispositions		(30,245	)		-			-			-		(30,245	) (1)
Completed rental properties, net additions		178,584			40,785			48,366			-		186,165
Projects under development
New development		469,156			91,694			43,792			-		421,254
Transferred to completed rental properties		(202,488	)		(9,205	)		(46,048	)		-		(239,331	)
Cost of land sales		(20,353	)		-			(16,075	)		-		(36,428	)
Projects under development, net additions		246,315			82,489			(18,331	)		-		145,495
Land held for development or sale, net additions		140			(130	)		2,441			-		2,711
Increase (decrease) in real estate, at cost	$	425,039		$	123,144		$	32,476		$	-	$	334,371

37

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

							Plus
				Less			Unconsolidated			Plus			Pro-Rata
	Full			Noncontrolling			Investments			Discontinued			Consolidation
Years Ended January 31,	Consolidation			Interest			at Pro-Rata			Operations			(Non-GAAP)
							(in thousands)
2009
Real estate - end of year
Completed rental properties	$	8,200,947		$	238,107		$	1,391,084		$	-		$	9,353,924
Projects under development		2,241,054			467,632			354,643			-			2,128,065
Land held for development or sale		68,544			5,772			53,903			-			116,675
Total real estate - Rental Properties		10,510,545			711,511			1,799,630			-			11,598,664
Less accumulated depreciation		(1,413,299	)		(47,555	)		(332,618	)		-			(1,698,362	)
Real estate, net - Rental Properties	$	9,097,246		$	663,956		$	1,467,012		$	-		$	9,900,302
Plus real estate, net - Land Group and Corporate		132,056			13,857			68,474			-			186,673
Real estate, net - Forest City Enterprises	$	9,229,302		$	677,813		$	1,535,486		$	-		$	10,086,975
Real estate activity during the year
Completed rental properties
Capital expenditures	$	90,348		$	2,415		$	11,197		$	-		$	99,130
Transferred from projects under development		591,992			10,886			148,264			-			729,370
Acquisitions		80,972			2,641			19,829			-			98,160
Other (5)		13,031			(94,407	)		9,241			-			116,679
Total additions		776,343			(78,465	)		188,531			-			1,043,339
Dispositions		(128,010	)		(17,820	)		(5,487	)		(31,328	)		(147,005	) (2)
Completed rental properties, net additions		648,333			(96,285	)		183,044			(31,328	)		896,334
Projects under development
New development		922,248			134,386			235,173			-			1,023,035
Transferred to completed rental properties		(591,992	)		(10,886	)		(148,264	)		-			(729,370	)
Cost of land sales		(12,264	)		(141	)		(22,268	)		-			(34,391	)
Other (6)		416,695			158,467			(216,656	)		-			41,572
Projects under development, net additions		734,687			281,826			(152,015	)		-			300,846
Land held for development or sale, net additions		15,930			851			11,445			-			26,524
Increase (decrease) in real estate, at cost	$	1,398,950		$	186,392		$	42,474		$	(31,328	)	$	1,223,704
2008
Real estate - end of year
Completed rental properties	$	7,552,614		$	334,392		$	1,208,040		$	31,328		$	8,457,590
Projects under development		1,506,367			185,806			506,658			-			1,827,219
Land held for development or sale		52,614			4,921			42,458			-			90,151
Total real estate - Rental Properties		9,111,595			525,119			1,757,156			31,328			10,374,960
Less accumulated depreciation		(1,239,163	)		(73,924	)		(301,604	)		(1,470	)		(1,468,313	)
Real estate, net - Rental Properties	$	7,872,432		$	451,195		$	1,455,552		$	29,858		$	8,906,647
Plus real estate, net - Land Group and Corporate		108,891			2,737			75,877			-			182,031
Real estate, net - Forest City Enterprises	$	7,981,323		$	453,932		$	1,531,429		$	29,858		$	9,088,678
Real estate activity during the year
Completed rental properties
Capital expenditures	$	91,677		$	3,588		$	20,077		$	-		$	108,166
Transferred from projects under development		681,021			11,656			38,462			-			707,827
Acquisitions		334,655			-			1,095			-			335,750
Other (5)		17,652			(27,175	)		(36,325	)		-			8,502
Total additions		1,125,005			(11,931	)		23,309			-			1,160,245
Operating property held for sale		(31,328	)		-			-			31,328			-
Dispositions		(190,534	)		-			(22,858	)		-			(213,392	) (3)
Completed rental properties, net additions		903,143			(11,931	)		451			31,328			946,853
Projects under development
New development		908,349			71,499			282,704			-			1,119,554
Transferred to completed rental properties		(681,021	)		(11,656	)		(38,462	)		-			(707,827	)
Cost of land sales		(125,940	)		(697	)		(36,249	)		-			(161,492	)
Other (6)		6,872			-			-			-			6,872
Projects under development, net additions		108,260			59,146			207,993			-			257,107
Land held for development or sale, net additions		(5,794	)		(596	)		15,440			-			10,242
Increase (decrease) in real estate, at cost	$	1,005,609		$	46,619		$	223,884		$	31,328		$	1,214,202

38

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

							Plus
				Less			Unconsolidated			Plus		Pro-Rata
	Full			Noncontrolling			Investments			Discontinued		Consolidation
Year Ended January 31,	Consolidation			Interest			at Pro-Rata			Operations		(Non-GAAP)
							(in thousands)
2007
Real estate - end of year
Completed rental properties	$	6,649,471		$	346,323		$	1,207,589		$	-	$	7,510,737
Projects under development		1,398,107			126,660			298,665			-		1,570,112
Land held for development or sale		58,408			5,517			27,018			-		79,909
Total real estate - Rental Properties		8,105,986			478,500			1,533,272			-		9,160,758
Less accumulated depreciation		(1,080,432	)		(70,863	)		(286,054	)		-		(1,295,623	)
Real estate, net - Rental Properties	$	7,025,554		$	407,637		$	1,247,218		$	-	$	7,865,135
Plus real estate, net - Land Group and Corporate		119,764			515			51,562			-		170,811
Real estate, net - Forest City Enterprises	$	7,145,318		$	408,152		$	1,298,780		$	-	$	8,035,946
Real estate activity during the year
Completed rental properties
Capital expenditures	$	78,663		$	17,488		$	26,062		$	-	$	87,237
Transferred from projects under development		359,649			6,835			194,853			-		547,667
Acquisitions		218,763			17,785			113,801			-		314,779
Exchange of cash and Class A Common Units for partner’s interest		228,958			-			-			-		228,958
Other (5)		32,884			(330,388	)		(52,997	)		-		310,275
Total additions		918,917			(288,280	)		281,719			-		1,488,916
Dispositions		(423,281	)		(131,224	)		(5,311	)		-		(297,368	)   (4)
Completed rental properties, net additions		495,636			(419,504	)		276,408			-		1,191,548
Projects under development
New development		686,039			49,927			177,722			-		813,834
Transferred to completed rental properties		(359,649	)		(6,835	)		(194,853	)		-		(547,667	)
Cost of land sales		(29,085	)		(673	)		(9,723	)		-		(38,135	)
Other (6)		214,546			-			(69,129	)		-		145,417
Projects under development, net additions		511,851			42,419			(95,983	)		-		373,449
Land held for development or sale, net additions		20,317			2,097			11,414			-		29,634
Increase (decrease) in real estate, at cost	$	1,027,804		$	(374,988	)	$	191,839		$	-	$	1,594,631

(1)	Reflects the disposition of Grand Avenue, a 100,000 square foot specialty retail center in Queens, New York.
(2)	Primarily reflects the dispositions of: Sterling Glen of Lynbrook (a 130-unit supported-living apartment community in Lynbrook, New York), Sterling Glen of Rye Brook (a 168-unit supported-living apartment community in Rye Brook, New York), One International Place (an 88,000 square foot office building in Cleveland, Ohio) and Emery Richmond (a 5,000 square foot office building in Warrensville Heights, Ohio).
(3)	Primarily reflects the dispositions of: Landings of Brentwood (a 724-unit apartment community in Nashville, Tennessee), Sterling Glen of Bayshore (an 85-unit supported-living apartment community in Bayshore, New York), Sterling Glen of Center City (a 135-unit supported-living apartment community in Philadelphia, Pennsylvania), Sterling Glen of Darien (an 80-unit supported-living apartment community in Darien, Connecticut), Sterling Glen of Forest Hills (an 83-unit supported-living apartment community in Forest Hills, New York), Sterling Glen of Plainview (a 79-unit supported-living apartment community in Plainview, New York), Sterling Glen of Stamford (a 166-unit supported-living apartment community in Stamford, Connecticut), University Park at MIT Hotel (210 rooms in Cambridge, Massachusetts).
(4)	Primarily reflects the dispositions of: Providence at Palm Harbor (a 236-unit apartment community in Tampa, Florida), Mount Vernon Square (a 1,387-unit apartment community in Alexandria, Virginia), Midtown Plaza (a 240,000 square foot specialty retail center in Parma, Ohio), G Street (a 13,000 square foot retail center in Philadelphia, Pennsylvania), Battery Park City (a 166,000 square foot specialty retail center in Manhattan, New York), Embassy Suites Hotel and Hilton Times Square (463 and 444 rooms respectively in Manhattan, New York).
(5)	Relates to non-cash changes in completed rental properties with increases primarily due to assuming a larger portion of the existing mortgage debt upon acquisition of a partners’ interest and decreases primarily due to impairment of real estate assets.
(6)	Change to full consolidation method of accounting from equity method due to the occurrence of a triggering event as described in FIN No. 46(R), “Consolidation of Variable Interest Entities,” for Waterfront Station, Village at Gulfstream Park, Shops at Wiregrass and a mixed-use development project located in Las Vegas, Nevada in the Commercial Group for the year ended January 31, 2009 and primarily New York Times for the year ended January 31, 2007. This also includes the retrospective application of FSP APB 14-1.

39

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 July 31, 2009 was $1,789,000 versus $8,386,000 for the three months ended July 31, 2008. Although we have substantial recurring revenue sources from our properties, we also enter into significant one-time transactions, which could create substantial variances in net earnings (loss) between periods. This variance is primarily attributable to the following increases, which are net of tax and noncontrolling interest:

• $5,580,000 ($9,115,000, pre-tax) related to the gain on early extinguishment of nonrecourse mortgage debt in 2009 primarily at Gladden Farms, a land development project located in Marana, Arizona. This gain was partially offset by a charge to early extinguishment of debt as a result of the payment of $20,400,000 in redevelopment bonds by one of our consolidated wholly-owned subsidiaries;

• $4,032,000 related to increased income tax benefit on operating income as calculated in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes” (“SFAS No. 109”);

• $2,428,000 ($3,966,000, pre-tax) related to a decrease in corporate operating expenses primarily attributable to the impact of cost savings initiatives including headcount reductions instituted in the fourth quarter of 2008 and the first quarter of 2009 that resulted in reductions in compensation and related benefits, charitable contributions and general corporate expenses;

• $2,050,000 ($3,349,000, pre-tax) related to a gain recognized in 2009 for insurance proceeds received related to fire damage of an apartment building in excess of the net book value of the damaged asset; and

• $1,927,000 ($3,147,000, pre-tax) related to the change in fair market value of derivatives between the comparable periods, which was marked to market through interest expense as a result of the derivatives not qualifying for hedge accounting.

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

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

• $3,589,000 ($5,877,000, pre-tax) related to the 2009 increase in impairment charges of unconsolidated entities;

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

• $1,864,000 ($3,038,000, pre-tax) related to the income earned on the Denver Urban Renewal Authority (“DURA”) purchase obligation and fee in 2008 that did not recur.

Net loss attributable to Forest City Enterprises, Inc. for the six months ended July 31, 2009 was $32,468,000 versus $48,788,000 for the six months ended July 31, 2008. This variance is primarily attributable to the following increases, which are net of tax and noncontrolling interest:

• $8,584,000 ($14,021,000, pre-tax) related to the gain on early extinguishment of nonrecourse mortgage debt in 2009, primarily as a result of the gain on the early extinguishment of nonrecourse mortgage debt at Gladden Farms. This gain was partially offset by a charge to early extinguishment of debt as a result of the payment of $20,400,000 in redevelopment bonds by one of our consolidated wholly-owned subsidiaries. For the six months ended July 31, 2008, the amounts represent the impact of early extinguishment of nonrecourse mortgage debt at Galleria at Sunset, a regional mall located in Henderson, Nevada, and 1251 S. Michigan and Sky55, apartment communities located in Chicago, Illinois, in order to secure more favorable financing terms. These charges were partially offset by a gain on the early extinguishment of the Urban Development Action Grant loan at Post Office Plaza, an office building located in Cleveland, Ohio;

• $6,444,000 related to increased income tax benefit on operating income as calculated in accordance with SFAS No. 109;

• $5,550,000 ($9,066,000, pre-tax) of decreased write-offs of abandoned development projects in 2009 compared to 2008;

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

40

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

• $2,050,000 ($3,349,000, pre-tax) related to a gain recognized in 2009 for insurance proceeds received related to fire damage of an apartment building in excess of the net book value of the damaged asset;

• $1,878,000 ($3,033,000, pre-tax) related to the decreased share of losses from our equity investment in the New Jersey Nets basketball team;

• $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;

• $1,468,000 ($2,398,000, pre-tax) related to an increase in income recognized on the sale of state and federal Historic Preservation Tax Credits and New Market Tax Credits; and

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

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

• $9,442,000 ($15,437,000, pre-tax) related to the 2009 increase in impairment charges of unconsolidated entities;

• $5,294,000 ($8,627,000, pre-tax) related to the 2008 gain on disposition of Sterling Glen of Lynbrook;

• $2,510,000 ($4,091,000, pre-tax) related to the income earned on the DURA purchase obligation and fee in 2008 that did not recur; and

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

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

Full Consolidation – Under the full consolidation method (GAAP), NOI from the combination of the Commercial Group and the Residential Group (“Rental Properties”) for the three months ended July 31, 2009 was $174,564,000 compared to $177,490,000 for the three months ended July 31, 2008, a 1.6% decrease. NOI for the six months ended July 31, 2009 was $325,060,000 compared to $303,827,000 for the six months ended July 31, 2008, a 7.0% increase. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on pages 8-9. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 45-56.

Pro-Rata Consolidation – Management also analyzes property NOI using the pro-rata consolidation method because it provides operating data at our ownership share, and we publicly disclose and discuss our performance using this method of consolidation to complement our GAAP disclosures. Under the pro-rata consolidation method, NOI from Rental Properties for the three months ended July 31, 2009 was $181,560,000 compared to $186,040,000 for the three months ended July 31, 2008, a 2.4% decrease. NOI for the six months ended July 31, 2009 was $340,893,000 compared to $326,445,000 for the six months ended July 31, 2008, a 4.4% increase.

Comparable NOI decreased 1.4% for the three months ended July 31, 2009 compared to the prior year. Retail comparable NOI decreased 4.3% while office comparable NOI increased 7.1% from the prior year. Hotels decreased 24.8% and our residential portfolio decreased 4.2%. Comparable NOI decreased 0.4% for the six months ended July 31, 2009 compared to the prior year. Retail comparable NOI decreased 3.0% while office comparable NOI increased 6.7% from the prior year. Hotels decreased 25.0% and our residential portfolio decreased 3.1%.

41

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

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

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

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

Our EBDT for the three months ended July 31, 2009 increased by $7,140,000 or 8.1% to $95,483,000 from $88,343,000 for the three months ended July 31, 2008. Our Commercial and Residential Segments combined provided a pre-tax EBDT increase of $2,878,000. This is primarily the result of decreased interest expense on our mature portfolio of $3,255,000, the ramp up of new properties of $4,136,000 and the change in fair market value of derivatives between the comparable periods, which were marked to market through a reduction to interest expense of $2,166,000. These increases in the portfolio were partially offset by a pre-tax EBDT decrease due to the 2008 lease termination fee income which did not recur in 2009 of $8,250,000 at One Metrotech Center.

Our Land Segment provided a pre-tax EBDT increase of $4,524,000. This increase includes a gain on early extinguishment of nonrecourse mortgage debt of $9,466,000 for debt forgiveness at Gladden Farms, which was partially offset by lower land sales as well as reduced fee income and profit participation at Stapleton.

Corporate pre-tax EBDT for the quarter was in line with last year. A pre-tax EBDT decrease from increased corporate interest expense of $3,551,000 (which includes the non-cash interest of FSP APB 14-1 in 2009), was offset by cost savings initiatives of $4,173,000.

EBDT was negatively impacted by a smaller tax benefit of $1,148,000 compared with the second quarter of 2008.

Our EBDT for the six months ended July 31, 2009 increased by $32,790,000 or 31.4% to $137,087,000 from $104,297,000 for the six months ended July 31, 2008. Our Commercial and Residential Segments combined provided a pre-tax EBDT increase of $27,221,000. This is primarily the result of decreased interest expense on our mature portfolio of $8,995,000, the ramp up of new properties of $7,210,000 and decreased project write-offs of $9,066,000.

In addition, our Land Segment provided a pre-tax EBDT increase of $5,711,000. This increase includes a gain on early extinguishment of nonrecourse mortgage debt of $9,466,000 for debt forgiveness, which was partially offset by lower land sales as well as reduced fee income and profit participation at Stapleton.

Corporate pre-tax EBDT decreased $9,812,000. This pre-tax EBDT decrease includes the company-wide severance and outplacement expenses of $8,720,000 and increased corporate interest expense of $10,780,000 (which includes the non-cash interest of FSP APB 14-1 in 2009), partially offset by cost savings initiatives of $9,662,000.

The reduced losses on the Nets provided a pre-tax EBDT increase of $3,033,000. EBDT was favorably impacted by a larger tax benefit of $6,637,000 compared to the prior year.

42

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 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 July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(in thousands)						(in thousands)
Net loss attributable to Forest City Enterprises, Inc.	$	(1,789	)	$	(8,386	)	$	(32,468	)	$	(48,788	)
Depreciation and amortization – Real Estate Groups (4)		75,024			73,638			147,152			144,448
Amortization of mortgage procurement costs – Real Estate Groups (4)		3,823			3,448			7,845			6,791
Deferred income tax expense – Real Estate Groups (5)		8,099			16,073			(3,499	)		654
Deferred income tax expense - Non-Real Estate Groups: (5)
Gain on disposition of other investments		-			-			-			58
Current income tax expense on non-operating earnings: (5)
Gain on disposition included in discontinued operations		-			-			3,785			-
Gain on disposition of unconsolidated entities		-			707			-			1,339
Straight-line rent adjustment (2)		(3,614	)		4,248			(6,389	)		1,101
Preference payment (3)		586			931			1,171			1,867
Preferred return on dispostion		-			208			-			208
Impairment of real estate		1,451			-			2,575			-
Impairment of unconsolidated entities		11,903			6,026			21,463			6,026
Gain on disposition of unconsolidated entities		-			-			-			(881	)
Gain on disposition of other investments		-			-			-			(150	)
Discontinued operations: (1)
Gain on disposition of rental properties		-			(8,627	)		(4,548	)		(8,627	)
Retrospective effect of FSP APB 14-1		-			77			-			251
Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)	$	95,483		$	88,343		$	137,087		$	104,297

(1)	Pursuant to the definition of a component of an entity of SFAS No. 144, assuming no significant continuing involvement, all earnings of properties which 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 or operating expense from Forest City Rental Properties Corporation, a wholly-owned subsidiary of Forest City Enterprises, Inc., with the applicable offset to either accounts receivable or accounts payable, as appropriate.
(3)	The preference payment represents the respective period’s share of the annual preferred payment in connection with the issuance of Class A Common Units in exchange for Bruce C. Ratner’s noncontrolling interest in the Forest City Ratner Companies portfolio.
(4)	The following table provides detail of depreciation and amortization and amortization of mortgage procurement costs.

	Depreciation and Amortization												Amortization of Mortgage Procurement Costs
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	July 31,						July 31,						July 31,						July 31,
	2009			2008			2009			2008			2009			2008			2009			2008
Full Consolidation	$	67,853		$	69,616		$	134,311		$	135,622		$	3,450		$	3,082		$	7,121		$	5,934
Non-Real Estate		(3,508	)		(3,502	)		(6,960	)		(6,821	)		-			-			-			-
Real Estate Groups Full Consolidation		64,345			66,114			127,351			128,801			3,450			3,082			7,121			5,934
Real Estate Groups related to noncontrolling interest		(318	)		(1,548	)		(1,725	)		(2,531	)		(163	)		(117	)		(323	)		(269	)
Real Estate Groups Unconsolidated		10,997			8,325			21,419			16,768			536			396			1,042			942
Real Estate Groups Discontinued Operations		-			747			107			1,410			-			87			5			184
Real Estate Groups Pro-Rata Consolidation	$	75,024		$	73,638		$	147,152		$	144,448		$	3,823		$	3,448		$	7,845		$	6,791

43

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

		Three Months Ended July 31,						Six Months Ended July 31,
		2009			2008			2009			2008
		(in thousands)						(in thousands)
(A)	Operating earnings
	Current	$	(6,107	)	$	(11,613	)	$	(13,438	)	$	(11,894	)
	Deferred		10,755			17,522			(42	)		(2,454	)
			4,648			5,909			(13,480	)		(14,348	)
(B)	Impairment of real estate
	Deferred		(563	)		(141	)		(999	)		(141	)
	Deferred - Unconsolidated entities		(4,616	)		(2,187	)		(8,323	)		(2,187	)
			(5,179	)		(2,328	)		(9,322	)		(2,328	)
(C)	Gain on disposition of other investments
	Current - Non-Real Estate Groups		-			-			-			-
	Deferred - Non-Real Estate Groups		-			-			-			58
			-			-			-			58
(D)	Gain on disposition of unconsolidated entities
	Current		-			707			-			1,339
	Deferred		-			(787	)		-			(1,079	)
			-			(80	)		-			260
	Subtotal (A) (B) (C) (D)
	Current		(6,107	)		(10,906	)		(13,438	)		(10,555	)
	Deferred		5,576			14,407			(9,364	)		(5,803	)
	Income tax expense		(531	)		3,501			(22,802	)		(16,358	)
(E)	Discontinued operations
	Operating earnings
	Current		-			(876	)		(8	)		(736	)
	Deferred		-			1,044			31			1,148
			-			168			23			412
	Gain on disposition of rental properties
	Current		-			-			3,785			-
	Deferred		-			3,333			(2,021	)		3,333
			-			3,333			1,764			3,333
			-			3,501			1,787			3,745
	Grand Total (A) (B) (C) (D) (E)
	Current		(6,107	)		(11,782	)		(9,661	)		(11,291	)
	Deferred		5,576			18,784			(11,354	)		(1,322	)
		$	(531	)	$	7,002		$	(21,015	)	$	(12,613	)
	Recap of Grand Total:
	Real Estate Groups
	Current	$	(4,290	)	$	7,671		$	(4,209	)	$	10,072
	Deferred		8,099			16,073			(3,499	)		654
			3,809			23,744			(7,708	)		10,726
	Non-Real Estate Groups
	Current		(1,817	)		(19,453	)		(5,452	)		(21,363	)
	Deferred		(2,523	)		2,711			(7,855	)		(1,976	)
			(4,340	)		(16,742	)		(13,307	)		(23,339	)
	Grand Total	$	(531	)	$	7,002		$	(21,015	)	$	(12,613	)

44

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Commercial Group 2009														Commercial Group 2008
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	243,811		$	11,368		$	27,461		$	-	$	259,904		$	247,054		$	9,994		$	27,372		$	986		$	265,418
Exclude straight-line rent adjustment		(5,213	)		-			-			-		(5,213	)		2,742			-			-			(89	)		2,653
Adjusted revenues		238,598			11,368			27,461			-		254,691			249,796			9,994			27,372			897			268,071
Operating expenses		111,684			5,200			15,293			-		121,777			122,170			1,384			14,752			334			135,872
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,642			-			-			-		1,642			1,554			-			-			-			1,554
Exclude straight-line rent adjustment		(1,610	)		-			-			-		(1,610	)		(1,610	)		-			-			-			(1,610	)
Exclude preference payment		(586	)		-			-			-		(586	)		(931	)		-			-			-			(931	)
Adjusted operating expenses		111,130			5,200			15,293			-		121,223			121,183			1,384			14,752			334			134,885
Add interest and other income		1,217			29			422			-		1,610			4,564			75			410			2			4,901
Add equity in earnings (loss), including impairment of unconsolidated entities		(868	)		(1	)		867			-		-			543			(8	)		(553	)		-			(2	)
Exclude gain on dispositon of unconsolidated entities		-			-			-			-		-			-			-			-			-			-
Exclude impairment of unconsolidated entities		1,611			-			(1,611	)		-		-			1,263			-			(1,263	)		-			-
Exclude depreciation and amortization of unconsolidated entities		4,333			-			(4,333	)		-		-			3,803			-			(3,803	)		-			-
Net operating income		133,761			6,196			7,513			-		135,078			138,786			8,677			7,411			565			138,085
Interest expense		53,649			2,965			7,513			-		58,197			55,637			3,067			7,411			398			60,379
(Gain) loss on early extinguishment of debt		-			-			-			-		-			52			-			-			-			52
Preferred return on disposition		-			-			-			-		-			-			-			-			-			-
Noncontrolling interest in earnings before depreciation and amortization		3,231			3,231			-			-		-			5,610			5,610			-			-			-
Exclude retrospective effect of FSP APB 14-1		-			-			-			-		-			1,662			-			-			-			1,662
Pre-Tax EBDT		76,881			-			-			-		76,881			75,825			-			-			167			75,992
Income tax expense (benefit)		2,594			-			-			-		2,594			1,882			-			-			15			1,897
Add: EBDT from discontinued operations		-			-			-			-		-			152			-			-			(152	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	74,287		$	-		$	-		$	-	$	74,287		$	74,095		$	-		$	-		$	-		$	74,095
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	74,287		$	-		$	-		$	-	$	74,287		$	74,095		$	-		$	-		$	-		$	74,095
Depreciation and amortization - Real Estate Groups		(53,788	)		-			-			-		(53,788	)		(53,778	)		-			-			(187	)		(53,965	)
Amortization of mortgage procurement costs - Real Estate Groups		(3,114	)		-			-			-		(3,114	)		(2,556	)		-			-			(8	)		(2,564	)
Deferred taxes - Real Estate Groups		(5,712	)		-			-			-		(5,712	)		(3,536	)		-			-			(9	)		(3,545	)
Straight-line rent adjustment		3,603			-			-			-		3,603			(4,352	)		-			-			89			(4,263	)
Preference payment		(586	)		-			-			-		(586	)		(931	)		-			-			-			(931	)
Preferred return on disposition, net of tax		-			-			-			-		-			-			-			-			-			-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-			-			-			-
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-		-			-			-			-			-			-
Impairment of real estate, net of tax		-			-			(987	)		-		(987	)		-			-			(775	)		-			(775	)
Impairment of unconsolidated entities, net of tax		(987	)		-			987			-		-			(775	)		-			775			-			-
Retrospective effect of FSP APB 14-1		-			-			-			-		-			1,662			-			-			-			1,662
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-			(187	)		-			-			187			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-			(8	)		-			-			8			-
Deferred taxes - Real Estate Groups		-			-			-			-		-			(9	)		-			-			9			-
Straight-line rent adjustment		-			-			-			-		-			89			-			-			(89	)		-
Gain on disposition of rental properties		-			-			-			-		-			-			-			-			-			-
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	13,703		$	-		$	-		$	-	$	13,703		$	9,714		$	-		$	-		$	-		$	9,714

45

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Residential Group 2009														Residential Group 2008
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	68,023		$	1,456		$	60,590		$	-	$	127,157		$	73,378		$	4,580		$	66,847		$	1,824		$	137,469
Exclude straight-line rent adjustment		(12	)		-			-			-		(12	)		(15	)		-			-			-			(15	)
Adjusted revenues		68,011			1,456			60,590			-		127,145			73,363			4,580			66,847			1,824			137,454
Operating expenses		40,907			87			45,253			-		86,073			43,448			3,345			51,734			174			92,011
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		960			-			-			-		960			1,026			-			-			-			1,026
Exclude straight-line rent adjustment		(1	)		-			-			-		(1	)		-			-			-			-			-
Exclude preference payment		-			-			-			-		-			-			-			-			-			-
Adjusted operating expenses		41,866			87			45,253			-		87,032			44,474			3,345			51,734			174			93,037
Add interest and other income		6,059			18			228			-		6,269			2,586			60			1,051			32			3,609
Add equity in earnings (loss), including impairment of unconsolidated entities		(8,819	)		(85	)		8,834			-		100			(2,019	)		(138	)		1,810			-			(71	)
Exclude gain on dispositon of unconsolidated entities		-			-			-			-		-			-			-			-			-			-
Exclude impairment of unconsolidated entities		10,292			-			(10,292	)		-		-			4,398			-			(4,398	)		-			-
Exclude depreciation and amortization of unconsolidated entities		7,126			-			(7,126	)		-		-			4,850			-			(4,850	)		-			-
Net operating income		40,803			1,302			6,981			-		46,482			38,704			1,157			8,726			1,682			47,955
Interest expense		6,915			335			6,981			-		13,561			8,213			306			8,518			669			17,094
(Gain) loss on early extinguishment of debt		403			-			-			-		403			-			-			-			-			-
Preferred return on disposition		-			-			-			-		-			208			-			(208	)		-			-
Noncontrolling interest in earnings before depreciation and amortization		967			967			-			-		-			851			851			-			-			-
Exclude retrospective effect of FSP APB 14-1		-			-			-			-		-			332			-			-			-			332
Pre-Tax EBDT		32,518			-			-			-		32,518			29,516			-			-			1,013			30,529
Income tax expense (benefit)		(5,275	)		-			-			-		(5,275	)		1,076			-			-			(891	)		185
Add: EBDT from discontinued operations		-			-			-			-		-			1,904			-			-			(1,904	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	37,793		$	-		$	-		$	-	$	37,793		$	30,344		$	-		$	-		$	-		$	30,344
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	37,793		$	-		$	-		$	-	$	37,793		$	30,344		$	-		$	-		$	-		$	30,344
Depreciation and amortization - Real Estate Groups		(21,144	)		-			-			-		(21,144	)		(19,038	)		-			-			(560	)		(19,598	)
Amortization of mortgage procurement costs - Real Estate Groups		(501	)		-			-			-		(501	)		(674	)		-			-			(79	)		(753	)
Deferred taxes - Real Estate Groups		(10,150	)		-			-			-		(10,150	)		(3,315	)		-			-			(1,035	)		(4,350	)
Straight-line rent adjustment		11			-			-			-		11			15			-			-			-			15
Preference payment		-			-			-			-		-			-			-			-			-			-
Preferred return on disposition, net of tax		-			-			-			-		-			(128	)		-			-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-			-			5,294			5,294
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-		-			-			-			-			-			-
Impairment of real estate, net of tax		(209	)		-			(6,299	)		-		(6,508	)		-			-			(2,699	)		-			(2,699	)
Impairment of unconsolidated entities, net of tax		(6,299	)		-			6,299			-		-			(2,699	)		-			2,699			-			-
Retrospective effect of FSP APB 14-1		-			-			-			-		-			332			-			-			-			332
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-			(560	)		-			-			560			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-			(79	)		-			-			79			-
Deferred taxes - Real Estate Groups		-			-			-			-		-			(1,035	)		-			-			1,035			-
Straight-line rent adjustment		-			-			-			-		-			-			-			-			-			-
Gain on disposition of rental properties		-			-			-			-		-			5,294			-			-			(5,294	)		-
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(499	)	$	-		$	-		$	-	$	(499	)	$	8,457		$	-		$	-		$	-		$	8,457

46

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Land Development Group 2009													Land Development Group 2008
						Plus													Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)
Revenues from real estate operations	$	4,901		$	318	$	1,190		$	-	$	5,773		$	7,159		$	479	$	6,789		$	-	$	13,469
Exclude straight-line rent adjustment		-			-		-			-		-			-			-		-			-		-
Adjusted revenues		4,901			318		1,190			-		5,773			7,159			479		6,789			-		13,469
Operating expenses		6,873			370		803			-		7,306			9,994			595		3,286			-		12,685
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		136			-		-			-		136			165			-		-			-		165
Exclude straight-line rent adjustment		-			-		-			-		-			-			-		-			-		-
Exclude preference payment		-			-		-			-		-			-			-		-			-		-
Adjusted operating expenses		7,009			370		803			-		7,442			10,159			595		3,286			-		12,850
Add interest and other income		3,543			156		10			-		3,397			5,202			517		15			-		4,700
Add equity in earnings (loss), including impairment of unconsolidated entities		556			-		(275	)		-		281			4,082			-		(2,937	)		-		1,145
Exclude gain on dispositon of unconsolidated entities		-			-		-			-		-			-			-		-			-		-
Exclude impairment of unconsolidated entities		-			-		-			-		-			365			-		(365	)		-		-
Exclude depreciation and amortization of unconsolidated entities		74			-		(74	)		-		-			68			-		(68	)		-		-
Net operating income		2,065			104		48			-		2,009			6,717			401		148			-		6,464
Interest expense		557			68		48			-		537			(168	)		29		148			-		(49	)
(Gain) loss on early extinguishment of debt		(9,466	)		-		-			-		(9,466	)		-			-		-			-		-
Preferred return on disposition		-			-		-			-		-			-			-		-			-		-
Noncontrolling interest in earnings before depreciation and amortization		36			36		-			-		-			372			372		-			-		-
Exclude retrospective effect of FSP APB 14-1		-			-		-			-		-			99			-		-			-		99
Pre-Tax EBDT		10,938			-		-			-		10,938			6,414			-		-			-		6,414
Income tax expense (benefit)		160			-		-			-		160			4,030			-		-			-		4,030
Add: EBDT from discontinued operations		-			-		-			-		-			-			-		-			-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	10,778		$	-	$	-		$	-	$	10,778		$	2,384		$	-	$	-		$	-	$	2,384
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	10,778		$	-	$	-		$	-	$	10,778		$	2,384		$	-	$	-		$	-	$	2,384
Depreciation and amortization - Real Estate Groups		(92	)		-		-			-		(92	)		(75	)		-		-			-		(75	)
Amortization of mortgage procurement costs - Real Estate Groups		(208	)		-		-			-		(208	)		(131	)		-		-			-		(131	)
Deferred taxes - Real Estate Groups		(4,074	)		-		-			-		(4,074	)		1,550			-		-			-		1,550
Straight-line rent adjustment		-			-		-			-		-			-			-		-			-		-
Preference payment		-			-		-			-		-			-			-		-			-		-
Preferred return on disposition, net of tax		-			-		-			-		-			-			-		-			-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-			-		-			-			-		-			-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-			-		-			-			-		-			-		-
Impairment of real estate, net of tax		(680	)		-		-			-		(680	)		-			-		(224	)		-		(224	)
Impairment of unconsolidated entities, net of tax		-			-		-			-		-			(224	)		-		224			-		-
Retrospective effect of FSP APB 14-1		-			-		-			-		-			99			-		-			-		99
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.	$	5,724		$	-	$	-		$	-	$	5,724		$	3,603		$	-	$	-		$	-	$	3,603

47

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	The Nets 2009												The Nets 2008
						Plus												Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)
Revenues from real estate operations	$	-		$	-	$	8,176	$	-	$	8,176		$	-		$	-	$	7,188	$	-	$	7,188
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Adjusted revenues		-			-		8,176		-		8,176			-			-		7,188		-		7,188
Operating expenses		-			-		11,643		-		11,643			-			-		11,164		-		11,164
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		-			-		2,960		-		2,960			-			-		2,888		-		2,888
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Exclude preference payment		-			-		-		-		-			-			-		-		-		-
Adjusted operating expenses		-			-		14,603		-		14,603			-			-		14,052		-		14,052
Add interest and other income		-			-		72		-		72			-			-		6		-		6
Add equity in earnings (loss), including impairment of unconsolidated entities		(8,307	)		-		8,307		-		-			(8,548	)		-		8,548		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Net operating income		(8,307	)		-		1,952		-		(6,355	)		(8,548	)		-		1,690		-		(6,858	)
Interest expense		-			-		1,952		-		1,952			-			-		1,690		-		1,690
(Gain) loss on early extinguishment of debt		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition		-			-		-		-		-			-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			-			-		-		-		-
Exclude retrospective effect of FSP APB 14-1		-			-		-		-		-			-			-		-		-		-
Pre-Tax EBDT		(8,307	)		-		-		-		(8,307	)		(8,548	)		-		-		-		(8,548	)
Income tax expense (benefit)		(2,745	)		-		-		-		(2,745	)		(3,076	)		-		-		-		(3,076	)
Add: EBDT from discontinued operations		-			-		-		-		-			-			-		-		-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(5,562	)	$	-	$	-	$	-	$	(5,562	)	$	(5,472	)	$	-	$	-	$	-	$	(5,472	)
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(5,562	)	$	-	$	-	$	-	$	(5,562	)	$	(5,472	)	$	-	$	-	$	-	$	(5,472	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Preference payment		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition, net of tax		-			-		-		-		-			-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-			-			-		-		-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Retrospective effect of FSP APB 14-1		-			-		-		-		-			-			-		-		-		-
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.	$	(5,562	)	$	-	$	-	$	-	$	(5,562	)	$	(5,472	)	$	-	$	-	$	-	$	(5,472	)

48

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Corporate Activities 2009												Corporate Activities 2008
						Plus												Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)
Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-		$	-		$	-	$	-	$	-	$	-
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Adjusted revenues		-			-		-		-		-			-			-		-		-		-
Operating expenses		6,080			-		-		-		6,080			10,046			-		-		-		10,046
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		770			-		-		-		770			757			-		-		-		757
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Exclude preference payment		-			-		-		-		-			-			-		-		-		-
Adjusted operating expenses		6,850			-		-		-		6,850			10,803			-		-		-		10,803
Add interest and other income		775			-		-		-		775			532			-		-		-		532
Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Net operating income		(6,075	)		-		-		-		(6,075	)		(10,271	)		-		-		-		(10,271	)
Interest expense		19,102			-		-		-		19,102			17,721			-		-		-		17,721
(Gain) loss on early extinguishment of debt		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition		-			-		-		-		-			-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			-			-		-		-		-
Exclude retrospective effect of FSP APB 14-1		-			-		-		-		-			(2,170	)		-		-		-		(2,170	)
Pre-Tax EBDT		(25,177	)		-		-		-		(25,177	)		(25,822	)		-		-		-		(25,822	)
Income tax expense (benefit)		(3,364	)		-		-		-		(3,364	)		(12,814	)		-		-		-		(12,814	)
Add: EBDT from discontinued operations		-			-		-		-		-			-			-		-		-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(21,813	)	$	-	$	-	$	-	$	(21,813	)	$	(13,008	)	$	-	$	-	$	-	$	(13,008	)
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(21,813	)	$	-	$	-	$	-	$	(21,813	)	$	(13,008	)	$	-	$	-	$	-	$	(13,008	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Deferred taxes - Real Estate Groups		6,658			-		-		-		6,658			(9,510	)		-		-		-		(9,510	)
Straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Preference payment		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition, net of tax		-			-		-		-		-			-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-			-			-		-		-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Retrospective effect of FSP APB 14-1		-			-		-		-		-			(2,170	)		-		-		-		(2,170	)
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.	$	(15,155	)	$	-	$	-	$	-	$	(15,155	)	$	(24,688	)	$	-	$	-	$	-	$	(24,688	)

49

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Total 2009														Total 2008
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	316,735		$	13,142		$	97,417		$	-	$	401,010		$	327,591		$	15,053		$	108,196		$	2,810		$	423,544
Exclude straight-line rent adjustment		(5,225	)		-			-			-		(5,225	)		2,727			-			-			(89	)		2,638
Adjusted revenues		311,510			13,142			97,417			-		395,785			330,318			15,053			108,196			2,721			426,182
Operating expenses		165,544			5,657			72,992			-		232,879			185,658			5,324			80,936			508			261,778
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		3,508			-			2,960			-		6,468			3,502			-			2,888			-			6,390
Exclude straight-line rent adjustment		(1,611	)		-			-			-		(1,611	)		(1,610	)		-			-			-			(1,610	)
Exclude preference payment		(586	)		-			-			-		(586	)		(931	)		-			-			-			(931	)
Adjusted operating expenses		166,855			5,657			75,952			-		237,150			186,619			5,324			83,824			508			265,627
Add interest and other income		11,594			203			732			-		12,123			12,884			652			1,482			34			13,748
Add equity in earnings (loss), including impairment of unconsolidated entities		(17,438	)		(86	)		17,733			-		381			(5,942	)		(146	)		6,868			-			1,072
Exclude gain on dispositon of unconsolidated entities		-			-			-			-		-			-			-			-			-			-
Exclude impairment of unconsolidated entities		11,903			-			(11,903	)		-		-			6,026			-			(6,026	)		-			-
Exclude depreciation and amortization of unconsolidated entities		11,533			-			(11,533	)		-		-			8,721			-			(8,721	)		-			-
Net operating income		162,247			7,602			16,494			-		171,139			165,388			10,235			17,975			2,247			175,375
Interest expense		80,223			3,368			16,494			-		93,349			81,403			3,402			17,767			1,067			96,835
(Gain) loss on early extinguishment of debt		(9,063	)		-			-			-		(9,063	)		52			-			-			-			52
Preferred return on disposition		-			-			-			-		-			208			-			(208	)		-			-
Noncontrolling interest in earnings before depreciation and amortization		4,234			4,234			-			-		-			6,833			6,833			-			-			-
Exclude retrospective effect of FSP APB 14-1		-			-			-			-		-			(77	)		-			-			-			(77	)
Pre-Tax EBDT		86,853			-			-			-		86,853			77,385			-			-			1,180			78,565
Income tax expense (benefit)		(8,630	)		-			-			-		(8,630	)		(8,902	)		-			-			(876	)		(9,778	)
Add: EBDT from discontinued operations		-			-			-			-		-			2,056			-			-			(2,056	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	95,483		$	-		$	-		$	-	$	95,483		$	88,343		$	-		$	-		$	-		$	88,343
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	95,483		$	-		$	-		$	-	$	95,483		$	88,343		$	-		$	-		$	-		$	88,343
Depreciation and amortization - Real Estate Groups		(75,024	)		-			-			-		(75,024	)		(72,891	)		-			-			(747	)		(73,638	)
Amortization of mortgage procurement costs - Real Estate Groups		(3,823	)		-			-			-		(3,823	)		(3,361	)		-			-			(87	)		(3,448	)
Deferred taxes - Real Estate Groups		(13,278	)		-			-			-		(13,278	)		(14,811	)		-			-			(1,044	)		(15,855	)
Straight-line rent adjustment		3,614			-			-			-		3,614			(4,337	)		-			-			89			(4,248	)
Preference payment		(586	)		-			-			-		(586	)		(931	)		-			-			-			(931	)
Preferred return on disposition, net of tax		-			-			-			-		-			(128	)		-			-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-			-			5,294			5,294
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-		-			-			-			-			-			-
Impairment of real estate, net of tax		(889	)		-			(7,286	)		-		(8,175	)		-			-			(3,698	)		-			(3,698	)
Impairment of unconsolidated entities, net of tax		(7,286	)		-			7,286			-		-			(3,698	)		-			3,698			-			-
Retrospective effect of FSP APB 14-1		-			-			-			-		-			(77	)		-			-			-			(77	)
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-			(747	)		-			-			747			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-			(87	)		-			-			87			-
Deferred taxes - Real Estate Groups		-			-			-			-		-			(1,044	)		-			-			1,044			-
Straight-line rent adjustment		-			-			-			-		-			89			-			-			(89	)		-
Gain on disposition of rental properties		-			-			-			-		-			5,294			-			-			(5,294	)		-
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(1,789	)	$	-		$	-		$	-	$	(1,789	)	$	(8,386	)	$	-		$	-		$	-		$	(8,386	)

50

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Commercial Group 2009															Commercial Group 2008
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	479,438		$	22,348		$	55,046		$	813		$	512,949		$	468,348		$	18,913		$	54,296		$	1,959		$	505,690
Exclude straight-line rent adjustment		(9,608	)		-			-			(12	)		(9,620	)		(1,975	)		-			-			(99	)		(2,074	)
Adjusted revenues		469,830			22,348			55,046			801			503,329			466,373			18,913			54,296			1,860			503,616
Operating expenses		226,590			10,100			30,387			320			247,197			252,345			5,897			30,027			648			277,123
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		3,285			-			-			-			3,285			3,110			-			-			-			3,110
Exclude straight-line rent adjustment		(3,246	)		-			-			-			(3,246	)		(3,193	)		-			-			-			(3,193	)
Exclude preference payment		(1,171	)		-			-			-			(1,171	)		(1,867	)		-			-			-			(1,867	)
Adjusted operating expenses		225,458			10,100			30,387			320			246,065			250,395			5,897			30,027			648			275,173
Add interest and other income		1,802			(60	)		644			-			2,506			6,344			224			1,075			5			7,200
Add equity in earnings (loss), including impairment of unconsolidated entities		(32	)		-			32			-			-			1,865			(32	)		(2,046	)		-			(149	)
Exclude gain on dispositon of unconsolidated entities		-			-			-			-			-			(881	)		-			881			-			-
Exclude impairment of unconsolidated entities		1,611			-			(1,611	)		-			-			1,263			-			(1,263	)		-			-
Exclude depreciation and amortization of unconsolidated entities		8,485			-			(8,485	)		-			-			7,714			-			(7,714	)		-			-
Net operating income		256,238			12,188			15,239			481			259,770			232,283			13,208			15,202			1,217			235,494
Interest expense		113,146			5,972			15,239			322			122,735			112,394			6,019			15,202			792			122,369
(Gain) loss on early extinguishment of debt		-			-			-			-			-			1,479			119			-			-			1,360
Preferred return on disposition		-			-			-			-			-			-			-			-			-			-
Noncontrolling interest in earnings before depreciation and amortization		6,216			6,216			-			-			-			7,070			7,070			-			-			-
Exclude retrospective effect of FSP APB 14-1		-			-			-			-			-			3,256			-			-			-			3,256
Pre-Tax EBDT		136,876			-			-			159			137,035			108,084			-			-			425			108,509
Income tax expense (benefit)		4,383			-			-			(8	)		4,375			1,349			-			-			34			1,383
Add: EBDT from discontinued operations		167			-			-			(167	)		-			391			-			-			(391	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	132,660		$	-		$	-		$	-		$	132,660		$	107,126		$	-		$	-		$	-		$	107,126
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	132,660		$	-		$	-		$	-		$	132,660		$	107,126		$	-		$	-		$	-		$	107,126
Depreciation and amortization - Real Estate Groups		(105,688	)		-			-			(107	)		(105,795	)		(105,712	)		-			-			(378	)		(106,090	)
Amortization of mortgage procurement costs - Real Estate Groups		(6,108	)		-			-			(5	)		(6,113	)		(5,032	)		-			-			(14	)		(5,046	)
Deferred taxes - Real Estate Groups		(2,393	)		-			-			(31	)		(2,424	)		2,003			-			-			(17	)		1,986
Straight-line rent adjustment		6,362			-			-			12			6,374			(1,218	)		-			-			99			(1,119	)
Preference payment		(1,171	)		-			-			-			(1,171	)		(1,867	)		-			-			-			(1,867	)
Preferred return on disposition, net of tax		-			-			-			-			-			-			-			-			-			-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			2,784			2,784			-			-			541			-			541
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-			-			541			-			(541	)		-			-
Impairment of real estate, net of tax		-			-			(987	)		-			(987	)		-			-			(775	)		-			(775	)
Impairment of unconsolidated entities, net of tax		(987	)		-			987			-			-			(775	)		-			775			-			-
Retrospective effect of FSP APB 14-1		-			-			-			-			-			3,256			-			-			-			3,256
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(107	)		-			-			107			-			(378	)		-			-			378			-
Amortization of mortgage procurement costs - Real Estate Groups		(5	)		-			-			5			-			(14	)		-			-			14			-
Deferred taxes - Real Estate Groups		(31	)		-			-			31			-			(17	)		-			-			17			-
Straight-line rent adjustment		12			-			-			(12	)		-			99			-			-			(99	)		-
Gain on disposition of rental properties		2,784			-			-			(2,784	)		-			-			-			-			-			-
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	25,328		$	-		$	-		$	-		$	25,328		$	(1,988	)	$	-		$	-		$	-		$	(1,988	)

51

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Residential Group 2009														Residential Group 2008
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	142,955		$	2,730		$	101,570		$	-	$	241,795		$	150,672		$	11,947		$	103,423		$	4,031		$	246,179
Exclude straight-line rent adjustment		(16	)		-			-			-		(16	)		(19	)		-			-			-			(19	)
Adjusted revenues		142,939			2,730			101,570			-		241,779			150,653			11,947			103,423			4,031			246,160
Operating expenses		99,075			417			70,742			-		169,400			98,349			10,064			72,358			391			161,034
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,917			-			-			-		1,917			1,917			-			-			-			1,917
Exclude straight-line rent adjustment		(1	)		-			-			-		(1	)		-			-			-			-			-
Exclude preference payment		-			-			-			-		-			-			-			-			-			-
Adjusted operating expenses		100,991			417			70,742			-		171,316			100,266			10,064			72,358			391			162,951
Add interest and other income		10,130			51			396			-		10,475			6,176			108			1,943			36			8,047
Add equity in earnings (loss), including impairment of unconsolidated entities		(16,670	)		(68	)		16,787			-		185			712			(95	)		(1,112	)		-			(305	)
Exclude gain on dispositon of unconsolidated entities		-			-			-			-		-			-			-			-			-			-
Exclude impairment of unconsolidated entities		19,590			-			(19,590	)		-		-			4,398			-			(4,398	)		-			-
Exclude depreciation and amortization of unconsolidated entities		13,824			-			(13,824	)		-		-			9,871			-			(9,871	)		-			-
Net operating income		68,822			2,296			14,597			-		81,123			71,544			1,896			17,627			3,676			90,951
Interest expense		17,308			707			14,421			-		31,022			17,455			664			17,397			1,539			35,727
(Gain) loss on early extinguishment of debt		403			-			176			-		579			3,752			-			22			-			3,774
Preferred return on disposition		-			-			-			-		-			208			-			(208	)		-			-
Noncontrolling interest in earnings before depreciation and amortization		1,589			1,589			-			-		-			1,232			1,232			-			-			-
Exclude retrospective effect of FSP APB 14-1		-			-			-			-		-			623			-			-			-			623
Pre-Tax EBDT		49,522			-			-			-		49,522			48,690			-			-			2,137			50,827
Income tax expense (benefit)		(5,803	)		-			-			-		(5,803	)		4,026			-			-			(770	)		3,256
Add: EBDT from discontinued operations		-			-			-			-		-			2,907			-			-			(2,907	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	55,325		$	-		$	-		$	-	$	55,325		$	47,571		$	-		$	-		$	-		$	47,571
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	55,325		$	-		$	-		$	-	$	55,325		$	47,571		$	-		$	-		$	-		$	47,571
Depreciation and amortization - Real Estate Groups		(41,169	)		-			-			-		(41,169	)		(37,175	)		-			-			(1,032	)		(38,207	)
Amortization of mortgage procurement costs - Real Estate Groups		(1,387	)		-			-			-		(1,387	)		(1,321	)		-			-			(170	)		(1,491	)
Deferred taxes - Real Estate Groups		(8,066	)		-			-			-		(8,066	)		557			-			-			(1,131	)		(574	)
Straight-line rent adjustment		15			-			-			-		15			19			-			-			-			19
Preference payment		-			-			-			-		-			-			-			-			-			-
Preferred return on disposition, net of tax		-			-			-			-		-			(128	)		-			-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-			-			5,294			5,294
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-		-			-			-			-			-			-
Impairment of real estate, net of tax		(897	)		-			(11,992	)		-		(12,889	)		-			-			(2,699	)		-			(2,699	)
Impairment of unconsolidated entities, net of tax		(11,992	)		-			11,992			-		-			(2,699	)		-			2,699			-			-
Retrospective effect of FSP APB 14-1		-			-			-			-		-			623			-			-			-			623
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-			(1,032	)		-			-			1,032			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-			(170	)		-			-			170			-
Deferred taxes - Real Estate Groups		-			-			-			-		-			(1,131	)		-			-			1,131			-
Straight-line rent adjustment		-			-			-			-		-			-			-			-			-			-
Gain on disposition of rental properties		-			-			-			-		-			5,294			-			-			(5,294	)		-
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(8,171	)	$	-		$	-		$	-	$	(8,171	)	$	10,408		$	-		$	-		$	-		$	10,408

52

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Land Development Group 2009														Land Development Group 2008
							Plus													Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)
Revenues from real estate operations	$	7,371		$	483		$	7,120		$	-	$	14,008		$	13,581		$	706	$	9,030		$	-	$	21,905
Exclude straight-line rent adjustment		-			-			-			-		-			1			-		-			-		1
Adjusted revenues		7,371			483			7,120			-		14,008			13,582			706		9,030			-		21,906
Operating expenses		12,825			785			4,443			-		16,483			19,524			1,082		5,333			-		23,775
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		271			-			-			-		271			283			-		-			-		283
Exclude straight-line rent adjustment		-			-			-			-		-			-			-		-			-		-
Exclude preference payment		-			-			-			-		-			-			-		-			-		-
Adjusted operating expenses		13,096			785			4,443			-		16,754			19,807			1,082		5,333			-		24,058
Add interest and other income		5,697			352			24			-		5,369			8,038			795		39			-		7,282
Add equity in earnings (loss), including impairment of unconsolidated entities		2,386			-			(2,122	)		-		264			3,855			-		(2,968	)		-		887
Exclude gain on dispositon of unconsolidated entities		-			-			-			-		-			-			-		-			-		-
Exclude impairment of unconsolidated entities		262			-			(262	)		-		-			365			-		(365	)		-		-
Exclude depreciation and amortization of unconsolidated entities		152			-			(152	)		-		-			125			-		(125	)		-		-
Net operating income		2,772			50			165			-		2,887			6,158			419		278			-		6,017
Interest expense		806			121			165			-		850			(172	)		59		278			-		47
(Gain) loss on early extinguishment of debt		(9,466	)		-			-			-		(9,466	)		-			-		-			-		-
Preferred return on disposition		-			-			-			-		-			-			-		-			-		-
Noncontrolling interest in earnings before depreciation and amortization		(71	)		(71	)		-			-		-			360			360		-			-		-
Exclude retrospective effect of FSP APB 14-1		-			-			-			-		-			178			-		-			-		178
Pre-Tax EBDT		11,503			-			-			-		11,503			5,792			-		-			-		5,792
Income tax expense (benefit)		664			-			-			-		664			4,094			-		-			-		4,094
Add: EBDT from discontinued operations		-			-			-			-		-			-			-		-			-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	10,839		$	-		$	-		$	-	$	10,839		$	1,698		$	-	$	-		$	-	$	1,698
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	10,839		$	-		$	-		$	-	$	10,839		$	1,698		$	-	$	-		$	-	$	1,698
Depreciation and amortization - Real Estate Groups		(188	)		-			-			-		(188	)		(151	)		-		-			-		(151	)
Amortization of mortgage procurement costs - Real Estate Groups		(345	)		-			-			-		(345	)		(254	)		-		-			-		(254	)
Deferred taxes - Real Estate Groups		(3,486	)		-			-			-		(3,486	)		1,841			-		-			-		1,841
Straight-line rent adjustment		-			-			-			-		-			(1	)		-		-			-		(1	)
Preference payment		-			-			-			-		-			-			-		-			-		-
Preferred return on disposition, net of tax		-			-			-			-		-			-			-		-			-		-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-		-			-		-
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-		-			-			-		-			-		-
Impairment of real estate, net of tax		(680	)		-			(160	)		-		(840	)		-			-		(224	)		-		(224	)
Impairment of unconsolidated entities, net of tax		(160	)		-			160			-		-			(224	)		-		224			-		-
Retrospective effect of FSP APB 14-1		-			-			-			-		-			178			-		-			-		178
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.	$	5,980		$	-		$	-		$	-	$	5,980		$	3,087		$	-	$	-		$	-	$	3,087

53

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	The Nets 2009												The Nets 2008
						Plus												Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)
Revenues from real estate operations	$	-		$	-	$	24,556	$	-	$	24,556		$	-		$	-	$	32,593	$	-	$	32,593
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Adjusted revenues		-			-		24,556		-		24,556			-			-		32,593		-		32,593
Operating expenses		-			-		30,498		-		30,498			-			-		37,793		-		37,793
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		-			-		10,238		-		10,238			-			-		13,544		-		13,544
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Exclude preference payment		-			-		-		-		-			-			-		-		-		-
Adjusted operating expenses		-			-		40,736		-		40,736			-			-		51,337		-		51,337
Add interest and other income		-			-		141		-		141			-			-		26		-		26
Add equity in earnings (loss), including impairment of unconsolidated entities		(18,988	)		-		18,988		-		-			(22,021	)		-		22,021		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Net operating income		(18,988	)		-		2,949		-		(16,039	)		(22,021	)		-		3,303		-		(18,718	)
Interest expense		-			-		2,949		-		2,949			-			-		3,303		-		3,303
(Gain) loss on early extinguishment of debt		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition		-			-		-		-		-			-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			-			-		-		-		-
Exclude retrospective effect of FSP APB 14-1		-			-		-		-		-			-			-		-		-		-
Pre-Tax EBDT		(18,988	)		-		-		-		(18,988	)		(22,021	)		-		-		-		(22,021	)
Income tax expense (benefit)		(6,434	)		-		-		-		(6,434	)		(7,589	)		-		-		-		(7,589	)
Add: EBDT from discontinued operations		-			-		-		-		-			-			-		-		-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(12,554	)	$	-	$	-	$	-	$	(12,554	)	$	(14,432	)	$	-	$	-	$	-	$	(14,432	)
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(12,554	)	$	-	$	-	$	-	$	(12,554	)	$	(14,432	)	$	-	$	-	$	-	$	(14,432	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Preference payment		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition, net of tax		-			-		-		-		-			-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-			-			-		-		-		-
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Retrospective effect of FSP APB 14-1		-			-		-		-		-			-			-		-		-		-
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.	$	(12,554	)	$	-	$	-	$	-	$	(12,554	)	$	(14,432	)	$	-	$	-	$	-	$	(14,432	)

54

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Corporate Activities 2009												Corporate Activities 2008
						Plus												Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)
Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-		$	-		$	-	$	-	$	-	$	-
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Adjusted revenues		-			-		-		-		-			-			-		-		-		-
Operating expenses		21,901			-		-		-		21,901			22,796			-		-		-		22,796
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,487			-		-		-		1,487			1,511			-		-		-		1,511
Exclude straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Exclude preference payment		-			-		-		-		-			-			-		-		-		-
Adjusted operating expenses		23,388			-		-		-		23,388			24,307			-		-		-		24,307
Add interest and other income		773			-		-		-		773			724			-		-		-		724
Add equity in earnings (loss), including impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude gain on dispositon of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude impairment of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			-			-		-		-		-
Net operating income		(22,615	)		-		-		-		(22,615	)		(23,583	)		-		-		-		(23,583	)
Interest expense		40,671			-		-		-		40,671			34,199			-		-		-		34,199
(Gain) loss on early extinguishment of debt		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition		-			-		-		-		-			-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			-			-		-		-		-
Exclude retrospective effect of FSP APB 14-1		-			-		-		-		-			(4,308	)		-		-		-		(4,308	)
Pre-Tax EBDT		(63,286	)		-		-		-		(63,286	)		(53,474	)		-		-		-		(53,474	)
Income tax expense (benefit)		(14,103	)		-		-		-		(14,103	)		(15,808	)		-		-		-		(15,808	)
Add: EBDT from discontinued operations		-			-		-		-		-			-			-		-		-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(49,183	)	$	-	$	-	$	-	$	(49,183	)	$	(37,666	)	$	-	$	-	$	-	$	(37,666	)
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(49,183	)	$	-	$	-	$	-	$	(49,183	)	$	(37,666	)	$	-	$	-	$	-	$	(37,666	)
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			-			-		-		-		-
Deferred taxes - Real Estate Groups		6,132			-		-		-		6,132			(3,981	)		-		-		-		(3,981	)
Straight-line rent adjustment		-			-		-		-		-			-			-		-		-		-
Preference payment		-			-		-		-		-			-			-		-		-		-
Preferred return on disposition, net of tax		-			-		-		-		-			-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-			92			-		-		-		92
Gain on disposition of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of real estate, net of tax		-			-		-		-		-			-			-		-		-		-
Impairment of unconsolidated entities, net of tax		-			-		-		-		-			-			-		-		-		-
Retrospective effect of FSP APB 14-1		-			-		-		-		-			(4,308	)		-		-		-		(4,308	)
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.	$	(43,051	)	$	-	$	-	$	-	$	(43,051	)	$	(45,863	)	$	-	$	-	$	-	$	(45,863	)

55

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Total 2009															Total 2008
	Full			Less			Plus Unconsolidated			Plus			Pro-Rata			Full			Less			Plus 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	$	629,764		$	25,561		$	188,292		$	813		$	793,308		$	632,601		$	31,566		$	199,342		$	5,990		$	806,367
Exclude straight-line rent adjustment		(9,624	)		-			-			(12	)		(9,636	)		(1,993	)		-			-			(99	)		(2,092	)
Adjusted revenues		620,140			25,561			188,292			801			783,672			630,608			31,566			199,342			5,891			804,275
Operating expenses		360,391			11,302			136,070			320			485,479			393,014			17,043			145,511			1,039			522,521
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		6,960			-			10,238			-			17,198			6,821			-			13,544			-			20,365
Exclude straight-line rent adjustment		(3,247	)		-			-			-			(3,247	)		(3,193	)		-			-			-			(3,193	)
Exclude preference payment		(1,171	)		-			-			-			(1,171	)		(1,867	)		-			-			-			(1,867	)
Adjusted operating expenses		362,933			11,302			146,308			320			498,259			394,775			17,043			159,055			1,039			537,826
Add interest and other income		18,402			343			1,205			-			19,264			21,282			1,127			3,083			41			23,279
Add equity in earnings (loss), including impairment of unconsolidated entities		(33,304	)		(68	)		33,685			-			449			(15,589	)		(127	)		15,895			-			433
Exclude gain on dispositon of unconsolidated entities		-			-			-			-			-			(881	)		-			881			-			-
Exclude impairment of unconsolidated entities		21,463			-			(21,463	)		-			-			6,026			-			(6,026	)		-			-
Exclude depreciation and amortization of unconsolidated entities		22,461			-			(22,461	)		-			-			17,710			-			(17,710	)		-			-
Net operating income		286,229			14,534			32,950			481			305,126			264,381			15,523			36,410			4,893			290,161
Interest expense		171,931			6,800			32,774			322			198,227			163,876			6,742			36,180			2,331			195,645
(Gain) loss on early extinguishment of debt		(9,063	)		-			176			-			(8,887	)		5,231			119			22			-			5,134
Preferred return on disposition		-			-			-			-			-			208			-			(208	)		-			-
Noncontrolling interest in earnings before depreciation and amortization		7,734			7,734			-			-			-			8,662			8,662			-			-			-
Exclude retrospective effect of FSP APB 14-1		-			-			-			-			-			(251	)		-			-			-			(251	)
Pre-Tax EBDT		115,627			-			-			159			115,786			87,071			-			-			2,562			89,633
Income tax expense (benefit)		(21,293	)		-			-			(8	)		(21,301	)		(13,928	)		-			-			(736	)		(14,664	)
Add: EBDT from discontinued operations		167			-			-			(167	)		-			3,298			-			-			(3,298	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	137,087		$	-		$	-		$	-		$	137,087		$	104,297		$	-		$	-		$	-		$	104,297
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	137,087		$	-		$	-		$	-		$	137,087		$	104,297		$	-		$	-		$	-		$	104,297
Depreciation and amortization - Real Estate Groups		(147,045	)		-			-			(107	)		(147,152	)		(143,038	)		-			-			(1,410	)		(144,448	)
Amortization of mortgage procurement costs - Real Estate Groups		(7,840	)		-			-			(5	)		(7,845	)		(6,607	)		-			-			(184	)		(6,791	)
Deferred taxes - Real Estate Groups		(7,813	)		-			-			(31	)		(7,844	)		420			-			-			(1,148	)		(728	)
Straight-line rent adjustment		6,377			-			-			12			6,389			(1,200	)		-			-			99			(1,101	)
Preference payment		(1,171	)		-			-			-			(1,171	)		(1,867	)		-			-			-			(1,867	)
Preferred return on disposition, net of tax		-			-			-			-			-			(128	)		-			-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		-			-			-			2,784			2,784			92			-			541			5,294			5,927
Gain on disposition of unconsolidated entities, net of tax		-			-			-			-			-			541			-			(541	)		-			-
Impairment of real estate, net of tax		(1,577	)		-			(13,139	)		-			(14,716	)		-			-			(3,698	)		-			(3,698	)
Impairment of unconsolidated entities, net of tax		(13,139	)		-			13,139			-			-			(3,698	)		-			3,698			-			-
Retrospective effect of FSP APB 14-1		-			-			-			-			-			(251	)		-			-			-			(251	)
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(107	)		-			-			107			-			(1,410	)		-			-			1,410			-
Amortization of mortgage procurement costs - Real Estate Groups		(5	)		-			-			5			-			(184	)		-			-			184			-
Deferred taxes - Real Estate Groups		(31	)		-			-			31			-			(1,148	)		-			-			1,148			-
Straight-line rent adjustment		12			-			-			(12	)		-			99			-			-			(99	)		-
Gain on disposition of rental properties		2,784			-			-			(2,784	)		-			5,294			-			-			(5,294	)		-
Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(32,468	)	$	-		$	-		$	-		$	(32,468	)	$	(48,788	)	$	-		$	-		$	-		$	(48,788	)

56