Exhibit 99.1

Forest City Enterprises, Inc.

Supplemental Package

Three and Nine Months Ended October 31, 2008 and 2007

Forest City Enterprises, Inc. and Subsidiaries
Three and Nine Months Ended October 31, 2008 and 2007
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 Earnings	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	25-26
Consolidated Earnings Information	27-30
Investments in and Advances to Affiliates	31-33
Real Estate and Related Nonrecourse Mortgage Debt	34-35
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, 2008, as updated in Part II, Item 1A of our Form 10-Q for the nine months ended October 31, 2008, and other factors that might cause differences, some of which could be material, include, but are not limited to, general real estate development and investment risks including lack of satisfactory financing, construction and lease-up delays and cost overruns, the impact of current market volatility on our development pipeline, liquidity and ability to finance projects, dependence on rental income from real property, reliance on major tenants, the effect of economic and market conditions on a nationwide basis as well as in our primary markets, vacancies in our properties, downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, department store consolidations, international activities, the impact of terrorist acts, risks associated with an investment in and operation of a professional sports team, conflicts of interests, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our credit facility, the level and volatility of interest rates, the continued availability of tax-exempt government financing, effects of uninsured or underinsured losses, environmental liabilities, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, changes in market conditions, 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 $10.9 billion of assets in 27 states and the District of Columbia at October 31, 2008. Our core markets include the New York City/Philadelphia metropolitan area, Denver, Boston, the Greater Washington, D.C./Baltimore metropolitan area, Chicago and the state of California. As a result of an ongoing effort to increase property concentration in the core markets, these markets now account for approximately 77 percent of the cost of our real estate portfolio at October 31, 2008. We have offices in Albuquerque, Boston, Chicago, Denver, London (England), Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.

SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION
We recommend that this supplemental package be read in conjunction with our Form 10-Q for the three and nine months ended October 31, 2008. 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, 2008 on pages 55-67.

EBDT
We believe that EBDT, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors can affect net earnings in the short-term, we believe EBDT presents a more consistent view of the overall financial performance of our business from period-to-period. EBDT is used by the chief operating decision maker and management to assess performance and resource allocations by strategic business unit and on a consolidated basis. EBDT is similar to Funds From Operations (“FFO”), a measure of performance used by publicly traded Real Estate Investment Trusts (“REIT”), but may not be directly comparable to similarly titled measures reported by other companies. (See pages 42-56 for additional discussion of EBDT as well as a reconciliation of EBDT to net earnings (loss).)

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 nine months ended October 31, 2008 and 2007.

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 41), 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 net earnings (loss), the most comparable financial measure calculated in accordance with GAAP, to NOI and reconciliation from NOI to comparable NOI are provided on pages 5-9 of this document. 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, 2008 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 - October 31, 2008 and 2007

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

				Average						Average
	Occupancy			Occupancy			Occupancy			Occupancy
	As of			Year-to-Date			As of			Year-to-Date
	October 31, 2008			October 31, 2008			October 31, 2007			October 31, 2007
Retail
Comparable		92.5	%		92.8	%		93.3	%		93.5	%
Total		89.9	%		91.0	%		92.4	%		92.8	%
Office
Comparable		91.0	%		90.6	%		89.4	%		89.8	%
Total		89.7	%		89.7	%		89.3	%		89.7	%
Residential
Comparable		93.6	%		92.3	%		94.2	%		93.9	%
Total		91.1	%		89.4	%		92.8	%		91.8	%
Hotels
Comparable and Total (1)					70.7	%					71.2	%
Comparable ADR and Total ADR (1)				$	146.07					$	140.48

Retail and office occupancy as of October 31, 2008 and 2007 is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date as of October 31, 2008 and 2007 for retail and office is calculated by dividing the sum of leased square feet at the beginning and end of the period by two. Residential occupancy as of October 31, 2008 and 2007 represents total units occupied divided by total units available. Average residential occupancy year-to-date for 2008 and 2007 is calculated by dividing gross potential rent less vacancy by gross potential rent. Average Daily Rate (“ADR”) is calculated by dividing revenue by the number of rooms sold for the nine months ended October 31, 2008 and 2007.

(1) Total Hotel Average Occupancy Year-to-Date and Total ADR for October 31, 2007 have been restated to exclude University Park at MIT Hotel, which was sold during the year ended January 31, 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 nine months ended October 31, 2008 and 2007. The following schedules on pages 6-7 present comparable NOI for each of our major product lines, as well as strategic business unit under which these product lines operate. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on pages 8-9. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 45-56.

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

	Three Months Ended October 31, 2008						Nine Months Ended October 31, 2008
	Full			Pro-Rata			Full			Pro-Rata
	Consolidation			Consolidation			Consolidation			Consolidation
Retail		3.8	%		1.4	%		3.5	%		2.5	%
Office		(0.1	%)		1.3	%		(1.2	%)		1.3	%
Hotel		20.7	%		13.6	%		2.3	%		(2.7	%)
Residential		2.3	%		(0.5	%)		5.7	%		1.5	%
Total		2.7	%		1.3	%		2.3	%		1.8	%

5

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

													Net Operating Income (dollars in thousands)
	Three Months Ended October 31, 2008														Three Months Ended October 31, 2007													% Change
							Plus													Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation			Consolidation			Minority		Investments at			Discontinued		Consolidation			Consolidation			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			(Non-GAAP)
Commercial Group
Retail
Comparable	$	59,484		$	2,596		$	5,597		$	-	$	62,485		$	57,313		$	2,495	$	6,794		$	-	$	61,612			3.8	%		1.4	%
Total		62,166			3,007			5,657			-		64,816			62,077			3,280		6,505			-		65,302
Office Buildings
Comparable		47,540			2,547			2,133			-		47,126			47,580			2,453		1,399			-		46,526			(0.1	%)		1.3	%
Total		65,028			2,613			2,440			-		64,855			50,159			2,279		1,617			-		49,497
Hotels
Comparable		5,442			-			-			-		5,442			4,508			-		284			-		4,792			20.7	%		13.6	%
Total		4,850			10			-			-		4,840			4,920			40		490			-		5,370
Earnings from Commercial
Land Sales		2,535			181			-			-		2,354			6,038			-		-			-		6,038
Other (1)		(7,706	)		425			(467	)		-		(8,598	)		(2,421	)		1,265		(249	)		-		(3,935	)
Total Commercial Group
Comparable		112,466			5,143			7,730			-		115,053			109,401			4,948		8,477			-		112,930			2.8	%		1.9	%
Total		126,873			6,236			7,630			-		128,267			120,773			6,864		8,363			-		122,272
Residential Group
Apartments
Comparable		27,520			822			6,643			-		33,341			26,894			694		7,317			-		33,517			2.3	%		(0.5	%)
Total		34,469			763			7,914			-		41,620			32,988			773		8,114			2,389		42,718
Military Housing
Comparable (2)		-			-			-			-		-			-			-		-			-		-
Total		15,110			3,532			(1,282	)		-		10,296			8,707			89		533			-		9,151
Other (1)		(8,571	)		55			1			-		(8,625	)		(2,023	)		-		1			-		(2,022	)
Sale of Residential Development Project		-			-			-			-		-			7,740			-		-			-		7,740
Total Residential Group
Comparable		27,520			822			6,643			-		33,341			26,894			694		7,317			-		33,517			2.3	%		(0.5	%)
Total		41,008			4,350			6,633			-		43,291			47,412			862		8,648			2,389		57,587
Total Rental Properties
Comparable		139,986			5,965			14,373			-		148,394			136,295			5,642		15,794			-		146,447			2.7	%		1.3	%
Total		167,881			10,586			14,263			-		171,558			168,185			7,726		17,011			2,389		179,859
Land Development Group (3)		(11,245	)		(1,349	)		89			-		(9,807	)		2,282			63		204			-		2,423
The Nets		(9,859	)		-			1,904			-		(7,955	)		(9,576	)		-		1,927			-		(7,649	)
Corporate Activities		(7,691	)		-			-			-		(7,691	)		(11,629	)		-		-			-		(11,629	)
Grand Total	$	139,086		$	9,237		$	16,256		$	-	$	146,105		$	149,262		$	7,789	$	19,142		$	2,389	$	163,004

(1)	Includes write-offs of abandoned development projects non-capitalizable development costs and unallocated management and service company overhead, net of historic and new market tax credit income. Write-offs of abandoned development projects were $12,500 and $3,765 at both full and pro-rata consolidation for the three months ended October 31, 2008 and 2007, respectively.
(2)	Comparable NOI for Military Housing commences once the operating projects complete initial development phase.
(3)	Includes reduction in fair value of the Denver Urban Renewal Authority (“DURA”) purchase obligation and fee in 2008.

6

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

	Net Operating Income (dollars in thousands)
	Nine Months Ended October 31, 2008														Nine Months Ended October 31, 2007													% Change
							Plus													Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation			Consolidation			Minority		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	$	171,194		$	7,438		$	16,522		$	-	$	180,278		$	165,336		$	7,140	$	17,673		$	-	$	175,869			3.5	%		2.5	%
Total		185,525			9,322			16,075			-		192,278			179,890			10,099		17,729			-		187,520
Office Buildings
Comparable		134,636			6,730			6,846			-		134,752			136,283			7,601		4,296			-		132,978			(1.2	%)		1.3	%
Total		190,296			7,607			7,463			-		190,152			144,693			10,087		4,705			-		139,311
Hotels
Comparable		12,208			-			216			-		12,424			11,934			-		836			-		12,770			2.3	%		(2.7	%)
Total		13,929			686			216			-		13,459			13,206			141		1,459			-		14,524
Earnings from Commercial
Land Sales		8,412			2,421			-			-		5,991			8,626			930		(28	)		-		7,668
Other (1)		(37,789	)		(592	)		(922	)		-		(38,119	)		(11,644	)		4,307		(125	)		-		(16,076	)
Total Commercial Group
Comparable		318,038			14,168			23,584			-		327,454			313,553			14,741		22,805			-		321,617			1.4	%		1.8	%
Total		360,373			19,444			22,832			-		363,761			334,771			25,564		23,740			-		332,947
Residential Group
Apartments
Comparable		80,824			2,415			19,896			-		98,305			76,477			1,998		22,330			-		96,809			5.7	%		1.5	%
Total		98,781			2,011			23,482			454		120,706			93,141			3,340		30,007			6,467		126,275
Military Housing
Comparable (2)		-			-			-			-		-			-			-		-			-		-
Total		40,729			3,928			778			-		37,579			13,566			-		1,093			-		14,659
Other (1)		(23,736	)		307			-			-		(24,043	)		(11,395	)		93		-			-		(11,488	)
Sale of Residential
Development Project		-			-			-			-		-			17,830			-		-			-		17,830
Total Residential Group
Comparable		80,824			2,415			19,896			-		98,305			76,477			1,998		22,330			-		96,809			5.7	%		1.5	%
Total		115,774			6,246			24,260			454		134,242			113,142			3,433		31,100			6,467		147,276
Total Rental Properties
Comparable		398,862			16,583			43,480			-		425,759			390,030			16,739		45,135			-		418,426			2.3	%		1.8	%
Total		476,147			25,690			47,092			454		498,003			447,913			28,997		54,840			6,467		480,223
Land Development Group (3)		(5,087	)		(930	)		367			-		(3,790	)		12,378			797		403			-		11,984
The Nets		(31,880	)		-			5,207			-		(26,673	)		(15,053	)		-		2,689			-		(12,364	)
Corporate Activities		(31,274	)		-			-			-		(31,274	)		(34,971	)		-		-			-		(34,971	)
Grand Total	$	407,906		$	24,760		$	52,666		$	454	$	436,266		$	410,267		$	29,794	$	57,932		$	6,467	$	444,872

(1)	Includes write-offs of abandoned development projects non-capitalizable development costs and unallocated management and service company overhead, net of historic and new market tax credit income. Write-offs of abandoned development projects were $41,452 and $9,419 at both full and pro-rata consolidation for the nine months ended October 31, 2008 and 2007 respectively.
(2)	Comparable NOI for Military Housing commences once the operating projects complete initial development phase.
(3)	Includes reduction in fair value of the DURA purchase obligation and fee in 2008.

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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

				Three Months Ended October 31, 2008														Three Months Ended October 31, 2007
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation			Consolidation			Minority			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	334,530		$	16,129		$	87,802		$	-	$	406,203		$	333,626		$	20,678		$	84,006		$	1,002		$	397,956
Exclude straight-line rent adjustment (1)		(6,110	)		-			-			-		(6,110	)		(3,148	)		-			-			-			(3,148	)
Adjusted revenues		328,420			16,129			87,802			-		400,093			330,478			20,678			84,006			1,002			394,808
Operating expenses		200,857			7,295			66,096			-		259,658			201,274			13,439			59,298			(845	)		246,288
Add back non-Real Estate depreciation and amortization (b)		3,119			-			1,326			-		4,445			3,411			-			3,754			-			7,165
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			64			-		64			-			-			72			-			72
Exclude straight-line rent adjustment (2)		(1,587	)		-			-			-		(1,587	)		(1,480	)		-			-			-			(1,480	)
Exclude preference payment		(877	)		-			-			-		(877	)		(937	)		-			-			-			(937	)
Adjusted operating expenses		201,512			7,295			67,486			-		261,703			202,268			13,439			63,124			(845	)		251,108
Add interest and other income		6,789			293			602			-		7,098			17,544			438			2,307			542			19,955
Add equity in earnings (loss) of unconsolidated entities		(3,198	)		110			3,925			-		617			(6,526	)		112			5,987			-			(651	)
Remove gain on disposition recorded on equity method		(200	)		-			200			-		-			-			-			-			-			-
Add back equity method depreciation and amortization expense (see below)		8,787			-			(8,787	)		-		-			10,034			-			(10,034	)		-			-
Net Operating Income		139,086			9,237			16,256			-		146,105			149,262			7,789			19,142			2,389			163,004
Interest expense		(98,544	)		(3,617	)		(16,227	)		-		(111,154	)		(88,241	)		(2,514	)		(19,137	)		(296	)		(105,160	)
Gain (loss) on early extinguishment of debt		4,181			-			(29	)		-		4,152			(4,719	)		(429	)		(5	)		-			(4,295	)
Equity in earnings (loss) of unconsolidated entities		3,198			(110	)		(3,925	)		-		(617	)		6,526			(112	)		(5,987	)		-			651
Gain on disposition of equity method rental properties		200			-			-			-		200			-			-			-			-			-
Equity method depreciation and amortization expense (see above)		(8,787	)		-			8,787			-		-			(10,034	)		-			10,034			-			-
Gain (loss) on disposition of rental properties and other investments		-			-			-			-		-			172			-			-			(1,031	)		(859	)
Depreciation and amortization - Real Estate Groups (a)		(62,324	)		(1,044	)		(8,399	)		-		(69,679	)		(51,003	)		(2,343	)		(9,892	)		(7	)		(58,559	)
Amortization of mortgage procurement costs - Real Estate Groups (c)		(2,944	)		(114	)		(388	)		-		(3,218	)		(3,568	)		(195	)		(142	)		(11	)		(3,526	)
Straight-line rent adjustment (1) + (2)		4,523			-			-			-		4,523			1,668			-			-			-			1,668
Preference payment		(877	)		-			-			-		(877	)		(937	)		-			-			-			(937	)
Earnings (loss) before income taxes		(22,288	)		4,352			(3,925	)		-		(30,565	)		(874	)		2,196			(5,987	)		1,044			(8,013	)
Income tax provision		11,414			-			-			-		11,414			(1,706	)		-			-			(404	)		(2,110	)
Minority interest		(4,462	)		(4,462	)		-			-		-			(2,308	)		(2,308	)		-			-			-
Equity in earnings (loss) of unconsolidated entities		(3,198	)		110			3,925			-		617			(6,526	)		112			5,987			-			(651	)
Earnings (loss) from continuing operations		(18,534	)		-			-			-		(18,534	)		(11,414	)		-			-			640			(10,774	)
Discontinued operations, net of tax		-			-			-			-		-			640			-			-			(640	)		-
Net loss	$	(18,534	)	$	-		$	-		$	-	$	(18,534	)	$	(10,774	)	$	-		$	-		$	-		$	(10,774	)
(a) Depreciation and amortization - Real Estate Groups	$	62,324		$	1,044		$	8,399		$	-	$	69,679		$	51,003		$	2,343		$	9,892		$	7		$	58,559
(b) Depreciation and amortization - Non-Real Estate		3,119			-			1,326			-		4,445			3,411			-			3,754			-			7,165
Total depreciation and amortization	$	65,443		$	1,044		$	9,725		$	-	$	74,124		$	54,414		$	2,343		$	13,646		$	7		$	65,724
(c) Amortization of mortgage procurement costs - Real Estate Groups	$	2,944		$	114		$	388		$	-	$	3,218		$	3,568		$	195		$	142		$	11		$	3,526
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			64			-		64			-			-			72			-			72
Total amortization of mortgage procurement costs	$	2,944		$	114		$	452		$	-	$	3,282		$	3,568		$	195		$	214		$	11		$	3,598

8

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

	Nine Months Ended October 31, 2008															Nine Months Ended October 31, 2007
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued			Consolidation			Consolidation			Minority			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	972,415		$	47,695		$	287,144		$	706		$	1,212,570		$	889,577		$	51,323		$	257,228		$	25,601		$	1,121,083
Exclude straight-line rent adjustment (1)		(8,202	)		-			-			-			(8,202	)		(16,148	)		-			-			-			(16,148	)
Adjusted revenues		964,213			47,695			287,144			706			1,204,368			873,429			51,323			257,228			25,601			1,104,935
Operating expenses		594,623			24,338			211,607			287			782,179			547,052			24,087			172,251			19,885			715,101
Add back non-Real Estate depreciation and amortization (b)		9,940			-			14,765			-			24,705			7,430			-			6,271			-			13,701
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			169			-			169			-			-			105			-			105
Exclude straight-line rent adjustment (2)		(4,780	)		-			-			-			(4,780	)		(6,860	)		-			-			-			(6,860	)
Exclude preference payment		(2,744	)		-			-			-			(2,744	)		(2,771	)		-			-			-			(2,771	)
Adjusted operating expenses		597,039			24,338			226,541			287			799,529			544,851			24,087			178,627			19,885			719,276
Add interest and other income		28,077			1,420			3,685			35			30,377			52,366			1,862			9,158			751			60,413
Add equity in earnings (loss) of unconsolidated entities		(18,422	)		(17	)		19,455			-			1,050			2,608			696			(3,112	)		-			(1,200	)
Remove gain on disposition recorded on equity method		(1,081	)		-			1,081			-			-			(2,106	)		-			2,106			-			-
Add back provision for decline in real estate of equity method rental properties		5,661			-			(5,661	)		-			-			-			-			-			-			-
Add back equity method depreciation and amortization expense (see below)		26,497			-			(26,497	)		-			-			28,821			-			(28,821	)		-			-
Net Operating Income		407,906			24,760			52,666			454			436,266			410,267			29,794			57,932			6,467			444,872
Interest expense		(264,265	)		(10,359	)		(52,407	)		(235	)		(306,548	)		(237,748	)		(11,385	)		(52,434	)		(3,904	)		(282,701	)
Loss on early extinguishment of debt		(1,050	)		(119	)		(51	)		-			(982	)		(8,903	)		(1,250	)		(464	)		(363	)		(8,480	)
Equity in earnings (loss) of unconsolidated entities		18,422			17			(19,455	)		-			(1,050	)		(2,608	)		(696	)		3,112			-			1,200
Gain on disposition of equity method rental properties		1,081			-			-			-			1,081			2,106			-			-			-			2,106
Provision for decline in real estate of equity method properties		(5,661	)		-			-			-			(5,661	)		-			-			-			-			-
Equity method depreciation and amortization expense (see above)		(26,497	)		-			26,497			-			-			(28,821	)		-			28,821			-			-
Gain on disposition of rental properties and other investments		150			-			-			8,627			8,777			603			-			-			105,287			105,890
Preferred return on disposition		-			-			(208	)		-			(208	)		-			-			(5,034	)		-			(5,034	)
Provision for decline in real estate		(365	)		-			-			-			(365	)		-			-			-			-			-
Depreciation and amortization - Real Estate Groups (a)		(192,350	)		(3,575	)		(25,167	)		(95	)		(214,037	)		(162,512	)		(6,168	)		(27,273	)		(1,941	)		(185,558	)
Amortization of mortgage procurement costs - Real Estate Groups (c)		(9,051	)		(383	)		(1,330	)		(11	)		(10,009	)		(8,971	)		(616	)		(1,548	)		(80	)		(9,983	)
Straight-line rent adjustment (1) + (2)		3,422			-			-			-			3,422			9,288			-			-			-			9,288
Preference payment		(2,744	)		-			-			-			(2,744	)		(2,771	)		-			-			-			(2,771	)
Earnings (loss) before income taxes		(71,002	)		10,341			(19,455	)		8,740			(92,058	)		(30,070	)		9,679			3,112			105,466			68,829
Income tax provision		27,270			-			-			(3,377	)		23,893			12,943			-			-			(40,752	)		(27,809	)
Minority interest		(10,324	)		(10,324	)		-			-			-			(10,375	)		(10,375	)		-			-			-
Equity in earnings (loss) of unconsolidated entities		(18,422	)		(17	)		19,455			-			1,050			2,608			696			(3,112	)					(1,200	)
Earnings (loss) from continuing operations		(72,478	)		-			-			5,363			(67,115	)		(24,894	)		-			-			64,714			39,820
Discontinued operations, net of tax		5,363			-			-			(5,363	)		-			64,714			-			-			(64,714	)		-
Net earnings (loss)	$	(67,115	)	$	-		$	-		$	-		$	(67,115	)	$	39,820		$	-		$	-		$	-		$	39,820
(a) Depreciation and amortization - Real Estate Groups	$	192,350		$	3,575		$	25,167		$	95		$	214,037		$	162,512		$	6,168		$	27,273		$	1,941		$	185,558
(b) Depreciation and amortization - Non-Real Estate		9,940			-			14,765			-			24,705			7,430			-			6,271			-			13,701
Total depreciation and amortization	$	202,290		$	3,575		$	39,932		$	95		$	238,742		$	169,942		$	6,168		$	33,544		$	1,941		$	199,259
(c) Amortization of mortgage procurement costs - Real Estate Groups	$	9,051		$	383		$	1,330		$	11		$	10,009		$	8,971		$	616		$	1,548		$	80		$	9,983
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			169			-			169			-			-			105			-			105
Total amortization of mortgage procurement costs	$	9,051		$	383		$	1,499		$	11		$	10,178		$	8,971		$	616		$	1,653		$	80		$	10,088

9

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Retail Lease Expirations as of October 31, 2008

													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)
2008		67		205,242		1.60	%	$	4,577,265		1.58	%	$	28.89
2009		273		860,499		6.69			17,008,796		5.89			25.04
2010		240		626,732		4.87			15,450,509		5.35			30.40
2011		324		1,128,003		8.77			30,089,434		10.41			30.14
2012		216		861,759		6.70			22,156,672		7.67			29.25
2013		219		1,024,433		7.96			25,631,976		8.87			27.73
2014		160		754,622		5.86			16,472,058		5.70			27.95
2015		172		715,589		5.56			18,775,307		6.50			29.88
2016		240		1,208,927		9.40			34,367,460		11.89			39.12
2017		165		1,136,026		8.83			26,018,052		9.00			26.27
2018		162		901,297		7.01			18,740,455		6.48			22.58
Thereafter		107		3,442,250		26.75			59,714,119		20.66			19.39
Total		2,345		12,865,379		100.00	%	$	289,002,103		100.00	%	$	26.49

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

10

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Office Lease Expirations as of October 31, 2008

													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)
2008		25		187,729		1.72	%	$	3,640,395		1.18	%	$	21.77
2009		93		596,767		5.48			12,253,386		3.96			23.36
2010		75		1,158,269		10.64			24,215,387		7.83			24.58
2011		62		684,218		6.28			16,518,525		5.34			27.06
2012		53		1,015,403		9.32			29,762,230		9.62			30.91
2013		65		1,126,643		10.35			25,919,810		8.38			24.50
2014		23		680,506		6.25			15,452,552		5.00			27.54
2015		7		199,474		1.83			3,671,340		1.19			19.15
2016		17		452,556		4.16			9,039,241		2.92			22.44
2017		18		267,072		2.45			8,272,961		2.68			33.84
2018		14		818,550		7.52			25,494,765		8.25			34.31
Thereafter		39		3,703,250		34.00			134,968,850		43.65			38.14
Total		491		10,890,437		100.00	%	$	309,209,442		100.00	%	$	30.77

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

11

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Retail Tenants as of October 31, 2008

(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		4.01	%
Bass Pro Shops, Inc.		3		510,855		3.97
Regal Entertainment Group		5		379,072		2.95
The Gap		25		315,281		2.45
TJX Companies		9		291,131		2.26
The Home Depot		2		282,000		2.19
Dick’s Sporting Goods		5		257,486		2.00
Circuit City Stores, Inc. (1)		8		241,032		1.87
Abercrombie & Fitch Stores, Inc.		30		223,567		1.74
The Limited		37		213,174		1.66
Footlocker, Inc.		37		143,005		1.11
Pathmark Stores, Inc.		2		123,500		0.96
Ahold USA (Stop & Shop)		2		115,861		0.90
Subtotal		171		3,611,061		28.07
All Others		2,174		9,254,318		71.93
Total		2,345		12,865,379		100.00	%

(1) Circuit City filed bankruptcy on November 10, 2008. The eight leases included above (with annual net base rent of $5,017,000 on leases expiring at various times through 2022) were not included in the 155 initial store closings previously announced by the tenant.

12

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Office Tenants as of October 31, 2008

(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		8.17	%
Millennium Pharmaceuticals, Inc.		693,743		6.37
U.S. Government		658,404		6.05
Wellchoice, Inc.		458,209		4.21
Morgan Stanley & Co.		444,685		4.08
Securities Industry Automation Corp.		433,971		3.99
Forest City Enterprises, Inc. (1)		414,028		3.80
JP Morgan Chase & Co. (2)		385,254		3.54
Bank of New York		323,043		2.97
National Grid		293,782		2.70
Alkermes, Inc.		210,248		1.93
Clearbridge Advisors, LLC, a Legg Mason Company		193,249		1.77
Covington & Burling, LLP		160,565		1.47
Seyfarth Shaw, LLP		96,909		0.89
Subtotal		5,656,275		51.94
All Others		5,234,162		48.06
Total		10,890,437		100.00	%

(1)	All intercompany rental income is eliminated in consolidation.
(2)	Includes leased square feet formerly held by Bear Stearns.

13

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
October 31, 2008
2008 Openings and Acquisitions (10)

										Cost at FCE
			Date		Pro-Rata	Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./			Gross
		Dev (D)	Opened /	FCE Legal	FCE % (h)	Consolidation		at 100%		(Non-GAAP) (b)		No. of			Leasable
Property	Location	Acq (A)	Acquired	Ownership % (h)	(1)	(GAAP) (a)		(2)		(1) X (2)		Units			Area
						(in millions)
Retail Centers:
Orchard Town Center	Westminster, CO	D	Q1-08	100.0%	100.0%	$	165.0	$	165.0	$	165.0		980,000			565,000	(f)
Shops at Wiregrass	Tampa, FL	D	Q3-08	50.0%	100.0%		150.8		150.8		150.8		642,000			352,000
White Oak Village	Richmond, VA	D	Q3-08	50.0%	100.0%		68.2		68.2		68.2		800,000			294,000
						$	384.0	$	384.0	$	384.0		2,422,000			1,211,000
Office:
818 Mission Street (c)	San Francisco, CA	A	Q1-08	50.0%	50.0%	$	0.0	$	22.0	$	11.0		34,000
Johns Hopkins - 855 North Wolfe Street	East Baltimore, MD	D	Q1-08	76.6%	76.6%		108.2		108.2		82.9		278,000	(i)
						$	108.2	$	130.2	$	93.9		312,000
Residential:
Lucky Strike	Richmond, VA	D	Q1-08	100.0%	100.0%	$	38.8	$	38.8	$	38.8		131
Uptown Apartments (c) (e)	Oakland, CA	D	Q1-08/Q4-08	50.0%	50.0%		0.0		206.0		103.0		665
Mercantile Place on Main (e)	Dallas, TX	D	Q1-08/Q4-08	100.0%	100.0%		146.6		146.6		146.6		366	(j)
Barrington Place (c)	Raleigh, NC	A	Q3-08	49.0%	49.0%		0.0		23.2		11.4		274
Legacy Arboretum (c)	Charlotte, NC	A	Q3-08	49.0%	49.0%		0.0		22.4		11.0		266
						$	185.4	$	437.0	$	310.8		1,702
Total Openings and Acquisitions (d)						$	677.6	$	951.2	$	788.7
Residential Phased-In Units (c) (e):												Opened in ‘08 / Total
Cobblestone Court	Painesville, OH	D	2006-08	50.0%	50.0%	$	0.0	$	24.6	$	12.3	96/304
Sutton Landing	Brimfield, OH	D	2007-09	50.0%	50.0%		0.0		15.9		8.0	132/216
Stratford Crossing	Wadsworth, OH	D	2007-10	50.0%	50.0%		0.0		25.3		12.7	108/348
Total (g)						$	0.0	$	65.8	$	33.0	336/868

         See attached footnotes.

14

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline
October 31, 2008
Under Construction (12)

										Cost at FCE
					Pro-Rata	Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./			Gross
		Dev (D)	Anticipated	FCE Legal	FCE % (h)	Consolidation		at 100%		(Non-GAAP) (b)		No. of			Leasable			Lease
Property	Location	Acq (A)	Opening	Ownership % (h)	(1)	(GAAP) (a)		(2)		(1) X (2)		Units			Area			Commitment %
						(in millions)
Retail Centers:
Promenade at Temecula Expansion	Temecula, CA	D	Q1-09	75.0%	75.0%	$	106.4	$	106.4	$	79.8		127,000			127,000			63	%
Village at Gulfstream (c)	Hallandale, FL	D	Q3-09	50.0%	50.0%		0.0		200.6		100.3		493,000			493,000	(l)		49	%
East River Plaza (c) (e)	Manhattan, NY	D	Q4-09/Q1-10	35.0%	50.0%		0.0		407.4		203.7		517,000			517,000			70	%
Ridge Hill (e)	Yonkers, NY	D	Q1-10/Q3-10	70.0%	100.0%		670.7		670.7		670.7		1,200,000			1,200,000	(m)		15	%
						$	777.1	$	1,385.1	$	1,054.5		2,337,000			2,337,000
Office:
Mesa Del Sol Town Center (c)	Albuquerque, NM	D	Q4-08	47.5%	47.5%	$	0.0	$	18.7	$	8.9		74,000	(n)					24	%
Mesa Del Sol – Fidelity (c) (e)	Albuquerque, NM	D	Q4-08/Q3-09	47.5%	47.5%		0.0		32.4		15.4		210,000						100	%
Waterfront Station – East 4th & West 4th Buildings (c)	Washington, DC	D	Q1-10	45.0%	45.0%		0.0		330.2		148.6		628,000	(o)					98	%
						$	0.0	$	381.3	$	172.9		912,000
Residential:
Hamel Mill Lofts (formerly Haverhill) (e)	Haverhill, MA	D	Q4-08/Q2-09	100.0%	100.0%	$	76.4	$	76.4	$	76.4		305
Legacy Crossroads (c) (e)	Cary, NC	A/D	Q4-08/Q3-09	50.0%	50.0%		0.0		41.0		20.5		344
80 Dekalb Avenue (e)	Brooklyn, NY	D	Q3-09/Q1-10	70.0%	100.0%		163.3		163.3		163.3		365
Presidio	San Francisco, CA	D	Q2-10	100.0%	100.0%		108.1		108.1		108.1		161
Beekman (e)	Manhattan, NY	D	Q2-10/11	49.0%	70.0%		875.7		875.7		613.0		904
						$	1,223.5	$	1,264.5	$	981.3		2,079
Total Under Construction (k)						$	2,000.6	$	3,030.9	$	2,208.7
Residential Phased-In Units (c) (e):												Under Const./Total
Sutton Landing	Brimfield, OH	D	2007-09	50.0%	50.0%	$	0.0	$	15.9	$	8.0	60/216
Stratford Crossing	Wadsworth, OH	D	2007-10	50.0%	50.0%		0.0		25.3		12.7	132/348
Total (p)						$	0.0	$	41.2	$	20.7	192/564

     See attached footnotes.

     Military Housing-see Footnote q

15

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Development Pipeline

October 31, 2008 Footnotes

(a)	Amounts are presented on the full consolidation method of accounting, a GAAP measure. Under full consolidation, costs are reported as consolidated at 100 percent if we are deemed to have control or to be the primary beneficiary of our investments in the variable interest entity (“VIE”).
(b)	Cost at pro-rata share represents Forest City’s share of cost, based on the Company’s pro-rata ownership of each property (a non-GAAP measure). Under the pro-rata consolidation method of accounting the Company determines its pro-rata share by multiplying its pro-rata ownership by the total cost of the applicable property.
(c)	Reported under the equity method of accounting. This method represents a GAAP measure for investments in which the Company is not deemed to have control or to be the primary beneficiary of our investments in a VIE.
(d)	The difference between the full consolidation cost amount (GAAP) of $677.6 million to the Company’s pro-rata share (a non-GAAP measure) of $788.7 million consists of a reduction to full consolidation for minority interest of $25.3 million of cost and the addition of its share of cost for unconsolidated investments of $136.4 million.
(e)	Phased-in openings. Costs are representative of the total project.
(f)	Includes 177,000 square feet for Target and 97,000 square feet for JC Penney that opened in Q3-06, as well as 16,000 square feet of office space.
(g)	The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $33.0 million consists of the Company’s share of cost for unconsolidated investments of $33.0 million.
(h)	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.
(i)	Includes 22,000 square feet of retail space.
(j)	Includes 18,000 square feet of retail space.
(k)	The difference between the full consolidation cost amount (GAAP) of $2,000.6 million to the Company’s pro-rata share (a non-GAAP measure) of $2,208.7 million consists of a reduction to full consolidation for minority interest of $289.3 million of cost and the addition of its share of cost for unconsolidated investments of $497.4 million.
(l)	Includes 86,000 square feet of office space.
(m)	Includes 156,000 square feet of office space.
(n)	Includes 22,000 square feet of retail space.
(o)	Includes 85,000 square feet of retail space.
(p)	The difference between the full consolidation cost amount (GAAP) of $0.0 million to the Company’s pro-rata share (a non-GAAP measure) of $20.7 million consists of the Company’s share of cost for unconsolidated investments of $20.7 million.
(q)	Below is a summary of our equity method investments for Military Housing Development projects. The Company provides services for these projects including development, construction, and management and receives agreed upon fees for these services. (See pages 6-7 for net fee revenue included in NOI.)

		Anticipated	FCE	Cost at Full		Total Cost		Sq. ft./
Property	Location	Opening	Pro-Rata % (h)	Consolidation (a)		at 100%		No. of Units
				(in millions)
Military Housing – Openings (1)
Ohana Military Communities, Hawaii Increment I	Honolulu, HI	2005-Q2-08	*	$	0.0	$	316.5		1,952
Military Housing – Under Construction (7)
Midwest Millington	Memphis, TN	2008-2009	*		0.0		38.1		318
Navy Midwest	Chicago, IL	2006-2009	*		0.0		264.7		1,658
Air Force Academy	Colorado Springs, CO	2007-2009	50.0%		0.0		82.5		427
Marines, Hawaii Increment II	Honolulu, HI	2007-2010	*		0.0		338.8		1,175
Navy, Hawaii Increment III	Honolulu, HI	2007-2010	*		0.0		614.6		2,519
Pacific Northwest Communities	Seattle, WA	2007-2010	*		0.0		264.5		2,986
Hawaii Phase IV	Kaneohe, HI	2007-2014	*		0.0		257.9		917
Total Under Construction					0.0		1,861.1		10,000
Total Military Housing (8)				$	0.0	$	2,177.6		11,952

* The Company’ 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
October 31, 2008
Equity Requirements for Projects Under Construction

				Less								Plus
				Unconsolidated			Full			Less		Unconsolidated			Pro - Rata
				Investments			Consolidation			Minority		Investments			Consolidation
	100%			at 100%			(GAAP)			Interest		at Pro Rata			(Non-GAAP)
	(dollars in millions)
Total Under Construction	$	3,030.9		$	1,030.3		$	2,000.6		$	289.3	$	497.4		$	2,208.7
Total Loan Draws and Other Sources at Completion (1)		2,355.6			709.3			1,646.3			225.5		353.5			1,774.3
Net Equity at Completion	$	675.3		$	321.0		$	354.3		$	63.8	$	143.9		$	434.4
Net Costs Incurred to Date	$	1,425.7		$	606.0		$	819.7		$	118.8	$	295.9		$	996.8
Loan Draws to Date		775.0			262.1			512.9			62.0		130.5			581.4
Net Equity to Date	$	650.7		$	343.9		$	306.8		$	56.8	$	165.4		$	415.4
% of Total Equity		96	%					87	%							96	%
Remaining Costs	$	1,605.2		$	424.3		$	1,180.9		$	170.6	$	201.5		$	1,211.8
Remaining Loan Draws and Other Sources (2)		1,580.6			447.2			1,133.4			163.5		223.1			1,193.0
Remaining Equity	$	24.6		$	(22.9	)	$	47.5		$	7.1	$	(21.6	)	$	18.8
% of Total Equity		4	%					13	%							4	%

(1)	“Other Sources” includes third party subsidies, tax credit proceeds and outlot land sales.
(2)	Four 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 $199.2 million at 100%, $145.0 million at full consolidation, and $151.0 million at pro-rata consolidation of loan commitments could be at risk should these leasing hurdles not be achieved.

17

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Projects under Development Debt

We use nonrecourse mortgage debt for the financing of our development pipeline. We draw on these financings to partially fund the cost incurred with the development of our real estate. As of October 31, 2008, 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		Minority		Investments at		Consolidation
	(GAAP)		Interest		Pro-Rata		(Non-GAAP)
	(in thousands)
Fixed	$	–	$	–	$	107,725	$	107,725
Variable (1)
Taxable		511,984		65,375		190,048		636,657
Tax-Exempt		247,348		61,986		20,000		205,362
Total outstanding on projects under development	$	759,332	$	127,361	$	317,773	$	949,744
Fixed	$	–	$	–	$	107,728	$	107,728
Variable
Taxable		1,574,868		210,109		423,208		1,787,967
Tax-Exempt		247,348		61,986		20,000		205,362
Total available commitment	$	1,822,216	$	272,095	$	550,936	$	2,101,057

(1) Outstanding debt of $135,356 and $182,716, at full and pro-rata consolidation, respectively, is listed as Restricted Cash in our Consolidated Balance Sheet. For bonds issued in conjunction with development, the local housing authority issued the full amount of the bonds at the beginning of construction and, until costs are incurred, bond funds must remain in escrow held by a financial institution affiliated with the bond issuance.

Mortgage Financings

We use taxable and tax-exempt nonrecourse debt for our real estate projects. For those operating projects financed with taxable debt, we generally seek long-term, fixed-rate financing for those real estate project loans that mature within the next 12 months, as well as those real estate projects that are projected to open and achieve stabilized operations during that same time frame. For real estate projects financed with tax-exempt debt, we generally utilize variable-rate debt. For construction loans, we generally pursue variable-rate financings with maturities ranging from two to five years.

We are actively working to refinance and/or extend the maturities of the nonrecourse debt that is coming due in the next 24 months. During the nine months ended October 31, 2008, we completed the following financings:

					Plus
	Full		Less		Unconsolidated		Pro-Rata
	Consolidation		Minority		Investments at		Consolidation
Purpose of Financing	(GAAP)		Interest		Pro-Rata		(Non-GAAP)
	(in thousands)
Refinancings	$	561,960	$	11,850	$	102,936	$	653,046
Development projects and acquisitions (1)		1,008,625		206,720		215,243		1,017,148
Loan extensions/additional fundings		336,582		51,375		15,112		300,319
	$	1,907,167	$	269,945	$	333,291	$	1,970,513

(1) Represents the full amount available to be drawn on the loans.

18

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Mortgage Debt (dollars in thousands)
As of October 31, 2008

	Period Ending January 31, 2009												Fiscal Year Ending January 31, 2010
							Plus												Plus
	Full			Less			Unconsolidated			Pro-Rata			Full			Less			Unconsolidated			Pro-Rata
	Consolidation			Minority			Investments at			Consolidation			Consolidation			Minority			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			(Non-GAAP)
Fixed:
Fixed-rate debt	$	16,305		$	551		$	26,404		$	42,158		$	239,195		$	12,894		$	39,201		$	265,502
Weighted average rate		6.46	%		6.54	%		6.13	%		6.25	%		6.83	%		7.02	%		6.71	%		6.80	%
Variable:
Variable-rate debt		75,882			12,051			30,475			94,306			598,974			71,440			169,372			696,906
Weighted average rate		5.24	%		5.28	%		5.31	%		5.25	%		5.76	%		7.14	%		4.65	%		5.35	%
Tax-Exempt		–			–			4,050			4,050			–			–			40,000			40,000
Weighted average rate		–	%		–	%		3.32	%		3.32	%		–	%		–	%		1.86	%		1.86	%
Total variable-rate debt		75,882			12,051			34,525			98,356			598,974			71,440			209,372			736,906
Total Nonrecourse Mortgage Debt	$	92,187		$	12,602		$	60,929		$	140,514		$	838,169		$	84,334		$	248,573		$	1,002,408
Weighted Average Rate		5.45	%		5.33	%		5.53	%		5.50	%		6.07	%		7.12	%		4.53	%		5.60	%

	Fiscal Year Ending January 31, 2011												Fiscal Year Ending January 31, 2012
							Plus												Plus
	Full			Less			Unconsolidated			Pro-Rata			Full			Less			Unconsolidated			Pro-Rata
	Consolidation			Minority			Investments at			Consolidation			Consolidation			Minority			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			(Non-GAAP)
Fixed:
Fixed-rate debt	$	161,275		$	4,368		$	23,156		$	180,063		$	370,983		$	3,572		$	74,342		$	441,753
Weighted average rate		7.18	%		5.06	%		7.08	%		7.22	%		7.04	%		5.00	%		6.28	%		6.93	%
Variable:
Variable-rate debt		348,500			–			21,120			369,620			98,815			–			44,077			142,892
Weighted average rate		4.51	%		–	%		4.36	%		4.50	%		4.63	%		–	%		5.30	%		4.84	%
Tax-Exempt		–			–			–			–			670			67			–			603
Weighted average rate		–	%		–	%		–	%		–	%		2.32	%		2.32	%		–	%		2.32	%
Total variable-rate debt		348,500			–			21,120			369,620			99,485			67			44,077			143,495
Total Nonrecourse Mortgage Debt	$	509,775		$	4,368		$	44,276		$	549,683		$	470,468		$	3,639		$	118,419		$	585,248
Weighted Average Rate		5.36	%		5.06	%		5.78	%		5.39	%		6.53	%		4.96	%		5.91	%		6.41	%

19

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Mortgage Debt (dollars in thousands) (continued)
As of October 31, 2008

	Fiscal Year Ending January 31, 2013												Thereafter
							Plus												Plus
	Full			Less			Unconsolidated			Pro-Rata			Full			Less			Unconsolidated			Pro-Rata
	Consolidation			Minority			Investments at			Consolidation			Consolidation			Minority			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			(Non-GAAP)
Fixed:
Fixed-rate debt	$	330,098		$	6,906		$	29,966		$	353,158		$	2,979,992		$	156,852		$	843,607		$	3,666,747
Weighted average rate		5.98	%		6.27	%		6.52	%		6.02	%		5.80	%		5.98	%		5.67	%		5.77	%
Variable:
Variable-rate debt		45,366			–			3,237			48,603			698,825			–			34,609			733,434
Weighted average rate		6.48	%		–	%		3.93	%		6.31	%		6.34	%		–	%		3.95	%		6.23	%
Tax-Exempt		204,760			62,057			–			142,703			658,134			21,137			161,805			798,802
Weighted average rate		3.46	%		3.47	%		–	%		3.46	%		3.00	%		3.01	%		3.58	%		3.12	%
Total variable-rate debt		250,126			62,057			3,237			191,306			1,356,959			21,137			196,414			1,532,236
Total Nonrecourse Mortgage Debt	$	580,224		$	68,963		$	33,203		$	544,464		$	4,336,951		$	177,989		$	1,040,021		$	5,198,983
Weighted Average Rate		5.13	%		3.75	%		6.27	%		5.37	%		5.46	%		5.63	%		5.29	%		5.42	%
	Total
							Plus
	Full			Less			Unconsolidated			Pro-Rata
	Consolidation			Minority			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)
Fixed:
Fixed-rate debt	$	4,097,848		$	185,143		$	1,036,676		$	4,949,381
Weighted average rate		6.05	%		6.02	%		5.82	%		6.00	%
Variable:
Variable-rate debt		1,866,362			83,491			302,890			2,085,761
Weighted average rate		5.68	%		6.87	%		4.70	%		5.49	%
Tax-Exempt		863,564			83,261			205,855			986,158
Weighted average rate		3.11	%		3.35	%		3.24	%		3.12	%
Total variable-rate debt		2,729,926			166,752			508,745			3,071,919
Total Nonrecourse Mortgage Debt	$	6,827,774		$	351,895		$	1,545,421		$	8,021,300
Weighted Average Rate		5.58	%		5.59	%		5.26	%		5.51	%

20

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

The following tables provide detail of our maturities for 2008, 2009 and 2010 as of October 31, 2008, as well as the level of exposure to various lending sources, operating/development designation and product type:

Upcoming Maturities Summary (dollars in thousands)
As of October 31, 2008

			Less							Plus
			Unconsolidated		Full			Less		Unconsolidated		Pro - Rata
			Investments		Consolidation			Minority		Investments		Consolidation
Period Ending January 31, 2009	100%		at 100%		(GAAP)			Interest		at Pro Rata		(Non-GAAP)
Total Maturities	$	217,244	$	125,057	$	92,187	(2)	$	12,602	$	60,929	$	140,514	(3)
Less: Scheduled Payments		38,064		20,787		17,277			552		10,898		27,623
Net Maturities		179,180		104,270		74,910			12,050		50,031		112,891
Closed Loans (5)		29,138		29,138		-			-		12,465		12,465
Committed Deals / Automatic Extensions (5)		76,680		26,894		49,786			11,659		13,447		51,574
Subtotal		105,818		56,032		49,786			11,659		25,912		64,039
Remaining to Finance	$	73,362	$	48,238	$	25,124		$	391	$	24,119		48,852
			Less							Plus
			Unconsolidated		Full			Less		Unconsolidated		Pro - Rata
			Investments		Consolidation			Minority		Investments		Consolidation
Fiscal Year Ending January 31, 2010	100%		at 100%		(GAAP)			Interest		at Pro Rata		(Non-GAAP)
Total Maturities	$	1,314,768	$	476,599	$	838,169	(2)	$	84,334	$	248,573	$	1,002,408	(3)
Less: Scheduled Payments		89,658		21,466		68,192			1,919		11,643		77,916
Net Maturities		1,225,110		455,133		769,977			82,415		236,930		924,492
Closed Loans (5)		15,679		15,679		-			-		5,226		5,226
Committed Deals / Automatic Extensions (5)		193,248		27,608		165,640			-		16,882		182,522
Extension Available (1)		494,411		227,125		267,286			-		127,134		394,420
Subtotal		703,338		270,412		432,926			-		149,242		582,168
Remaining to Finance	$	521,772	$	184,721	$	337,051		$	82,415	$	87,688	$	342,324
			Less							Plus
			Unconsolidated		Full			Less		Unconsolidated		Pro - Rata
			Investments		Consolidation			Minority		Investments		Consolidation
Fiscal Year Ending January 31, 2011	100%		at 100%		(GAAP)			Interest		at Pro Rata		(Non-GAAP)
Total Maturities	$	601,663	$	91,888	$	509,775	(2)	$	4,368	$	44,276	$	549,683	(3)
Less: Scheduled Payments		96,553		23,633		72,920			1,979		12,276		83,217
Add: Corporate Debt (4)		233,900		-		233,900			-		-		233,900
Net Maturities		739,010		68,255		670,755			2,389		32,000		700,366
Closed Loans (5)		33,680		831		32,849			-		411		33,260
Committed Deals / Automatic Extensions (5)		-		-		-			-		-		-
Extension Available (1)		268,375		30,708		237,667			480		14,636		251,823
Subtotal		302,055		31,539		270,516			480		15,047		285,083
Remaining to Finance	$	436,955	$	36,716	$	400,239		$	1,909	$	16,953	$	415,283

(1)	Includes loans that have extensions based upon pre-determined underwriting qualifications.
(2)	Excludes maturities of the Company’s notes payable of $1,937, $3,204 and $1,113 for the years ending January 31, 2009, 2010 and 2011, respectively.
(3)	Excludes maturities of the Company’s notes payable of $2,007, $17,089 and $4,055 for the years ending January 31, 2009, 2010 and 2011, respectively.
(4)	The bank revolving credit facility amount of $213,500 outstanding at October 31, 2008 has a maximum commitment of $750,000.
(5)	Reflects activity through December 2, 2008.

21

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities at 100%, by Operations and Development Projects(dollars in thousands)

As of October 31, 2008

							Total
Fiscal Year Ending January 31,	2009		2010		2011		by Type		Percent			Max			Median
Operating	$	105,818	$	675,441	$	482,768	$	1,264,027		59	%	$	213,500	(4)	$	13,000
Development/ Land		73,362		549,669		256,242		879,273		41	%	$	205,268		$	8,899
Total By Maturity	$	179,180	$	1,225,110	$	739,010	$	2,143,300		100	%	$	213,500		$	10,841

Net Maturities at 100%, by Lender Type (dollars in thousands)

As of October 31, 2008

Fiscal Year Ending January 31,	2009		2010		2011		Total		Percent			Max			Median
Conventional Lenders	$	129,474	$	790,017	$	575,764	$	1,495,255		70	%	$	213,500	(4)	$	10,420
Life Insurance		-		165,210		45,858		211,068		10	%		63,304			45,858
Fannie/Freddie		47,932		112,383		28,334		188,649		9	%		80,000			8,140
State and Local Government		1,774		-		11,687		13,461		1	%		6,000			1,774
Securitized		-		157,500		77,367		234,867		11	%		77,367			69,750
Total By Maturity	$	179,180	$	1,225,110	$	739,010	$	2,143,300		100	%	$	213,500		$	10,841

Net Maturities at 100%, by Product Type (dollars in thousands)

As of October 31, 2008

Fiscal Year Ending January 31,	2009		2010		2011		Total		Percent			Max		Median
Apartments	$	73,763	$	200,339	$	65,452	$	339,554		16	%	$	80,000	$	13,826
Retail		8,100		503,501		327,530		839,131		39	%		205,268		11,500
Office		49,786		217,768		48,145		315,699		15	%		73,500		17,550
Hotel		-		18,000		45,858		63,858		3	%		45,858		31,929
Land		47,531		285,502		18,125		351,158		16	%		176,891		5,444
Corporate		-		-		233,900		233,900		11	%		213,500		116,950
Total By Maturity	$	179,180	$	1,225,110	$	739,010	$	2,143,300		100	%	$	213,500	$	10,841

22

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities by Operations and Development Projects (dollars in thousands)
As of October 31, 2008

									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Fiscal Year Ending January 31,	2009		2010		2011		Total		2009		2010		2011		Total		2009		2010		2011		Total
Operating	$	105,818	$	675,441	$	482,768	$	1,264,027	$	56,032	$	160,969	$	50,391	$	267,392	$	49,786	$	514,472	$	432,377	$	996,635
Count		4		22		21		47		3		9		8		20		1		13		13		27
Development/ Land		73,362		549,669		256,242		879,273		48,238		294,164		17,864		360,266		25,124		255,505		238,378		519,007
Count		10		15		5		30		4		9		2		15		6		6		3		15
Total By Maturity	$	179,180	$	1,225,110	$	739,010	$	2,143,300	$	104,270	$	455,133	$	68,255	$	627,658	$	74,910	$	769,977	$	670,755	$	1,515,642
Total Count		14		37		26		77		7		18		10		35		7		19		16		42

Net Maturities by Lender Type (dollars in thousands)
As of October 31, 2008

									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Fiscal Year Ending January 31,	2009		2010		2011		Total		2009		2010		2011		Total		2009		2010		2011		Total
Conventional Lenders	$	129,474	$	790,017	$	575,764	$	1,495,255	$	54,564	$	323,669	$	41,539	$	419,772	$	74,910	$	466,347	$	534,225	$	1,075,482
Count		11		24		17		52		4		12		6		22		7		12		11		30
Life Insurance		-		165,210		45,858		211,068		-		39,194		-		39,194		-		126,016		45,858		171,874
Count		-		4		1		5		-		2		-		2		-		2		1		3
Fannie/Freddie		47,932		112,383		28,334		188,649		47,932		92,270		25,932		166,134		-		20,113		2,402		22,515
Count		2		6		3		11		2		4		2		8		-		2		1		3
State and Local Government		1,774		-		11,687		13,461		1,774		-		784		2,558		-		-		10,903		10,903
Count		1		-		4		5		1		-		2		3		-		-		2		2
Securitized		-		157,500		77,367		234,867		-		-		-		-		-		157,500		77,367		234,867
Count		-		3		1		4		-		-		-		-		-		3		1		4
Total By Maturity	$	179,180	$	1,225,110	$	739,010	$	2,143,300	$	104,270	$	455,133	$	68,255	$	627,658	$	74,910	$	769,977	$	670,755	$	1,515,642
Total Count		14		37		26		77		7		18		10		35		7		19		16		42

23

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Net Maturities by Product Type (dollars in thousands)
As of October 31, 2008

									Less Unconsolidated								Full Consolidation
	At 100%								Investments at 100%								(GAAP)
Fiscal Year Ending January 31,	2009		2010		2011		Total		2009		2010		2011		Total		2009		2010		2011			Total
Apartments	$	73,763	$	200,339	$	65,452	$	339,554	$	73,763	$	107,949	$	30,201	$	211,913	$	-	$	92,390	$	35,251		$	127,641
Count		3		9		6		18		3		5		4		12		-		4		2			6
Retail		8,100		503,501		327,530		839,131		8,100		213,630		2,592		224,322		-		289,871		324,938			614,809
Count		1		12		9		22		1		6		2		9		-		6		7			13
Office		49,786		217,768		48,145		315,699		-		18,252		17,597		35,849		49,786		199,516		30,548			279,850
Count		1		5		5		11		-		2		2		4		1		3		3			7
Hotel		-		18,000		45,858		63,858		-		-		-		-		-		18,000		45,858			63,858
Count		-		1		1		2		-		-		-		-		-		1		1			2
Land		47,531		285,502		18,125		351,158		22,407		115,302		17,865		155,574		25,124		170,200		260			195,584
Count		9		10		3		22		3		5		2		10		6		5		1			12
Corporate		-		-		233,900		233,900		-		-		-		-		-		-		233,900	(4)		233,900
Count		-		-		2		2		-		-		-		-		-		-		2			2
Total By Maturity	$	179,180	$	1,225,110	$	739,010	$	2,143,300	$	104,270	$	455,133	$	68,255	$	627,658	$	74,910	$	769,977	$	670,755		$	1,515,642
Total Count		14		37		26		77		7		18		10		35		7		19		16			42

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 – October 31, 2008 (unaudited)

							Plus
	Full						Unconsolidated			Pro-Rata
	Consolidation			Less Minority			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)
	(in thousands)
Assets
Real Estate
Completed rental properties	$	8,006,522		$	233,215		$	1,313,294		$	9,086,601
Projects under development		1,925,644			290,943			553,419			2,188,120
Land held for development or sale		194,873			19,248			117,938			293,563
Total Real Estate		10,127,039			543,406			1,984,651			11,568,284
Less accumulated depreciation		(1,382,020	)		(46,742	)		(326,520	)		(1,661,798	)
Real Estate, net		8,745,019			496,664			1,658,131			9,906,486
Cash and equivalents		164,677			6,493			15,737			173,921
Restricted cash		332,683			34,041			145,100			443,742
Notes and accounts receivable, net		417,357			13,393			104,153			508,117
Investments in and advances to affiliates		419,925			13,618			(145,222	)		261,085
Other assets		869,160			26,503			83,368			926,025
Total Assets	$	10,948,821		$	590,712		$	1,861,267		$	12,219,376
Liabilities and Shareholders’ Equity
Liabilities
Mortgage debt, nonrecourse	$	6,827,774		$	351,895		$	1,545,421		$	8,021,300
Notes payable		169,936			11,689			87,050			245,297
Bank revolving credit facility		213,500			-			-			213,500
Senior and subordinated debt		871,900			-			-			871,900
Accounts payable and accrued expenses		1,116,920			41,126			229,577			1,305,371
Deferred income taxes		473,920			-			-			473,920
Total Liabilities		9,673,950			404,710			1,862,048			11,131,288
Minority Interest		372,804			186,002			(781	)		186,021	(1)
Total Shareholders’ Equity		902,067			-			-			902,067
Total Liabilities and Shareholders’ Equity	$	10,948,821		$	590,712		$	1,861,267		$	12,219,376

(1) The $186,021 represents the value of the Class A Common Units exchanged for Bruce C. Ratner’s minority interests in the Forest City Ratner Company portfolio. The reduction in this amount of $12,264 from January 31, 2008 is due to conversion of certain of the Class A Common Units into shares of the Company’s Class A common stock and cash.

25

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Balance Sheet Information – January 31, 2008 (unaudited)

							Plus
	Full						Unconsolidated						Pro-Rata
	Consolidation			Less Minority			Investments at			Plus Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
	(in thousands)
Assets
Real Estate
Completed rental properties	$	7,561,685		$	334,392		$	1,208,040		$	31,328		$	8,466,661
Projects under development		1,499,495			185,806			506,658			-			1,820,347
Land held for development or sale		155,524			7,658			118,335			-			266,201
Total Real Estate		9,216,704			527,856			1,833,033			31,328			10,553,209
Less accumulated depreciation		(1,244,391	)		(73,924	)		(301,604	)		(1,470	)		(1,473,541	)
Real Estate, net		7,972,313			453,932			1,531,429			29,858			9,079,668
Cash and equivalents		254,434			12,466			26,217			-			268,185
Restricted cash		248,262			8,970			182,675			-			421,967
Notes and accounts receivable, net		419,090			19,271			46,091			179			446,089
Investments in and advances to affiliates		495,828			14,844			(188,029	)		-			292,955
Other assets		829,998			23,826			87,777			1,635			895,584
Operating property assets held for sale		31,672			-			-			(31,672	)		-
Total Assets	$	10,251,597		$	533,309		$	1,686,160		$	-		$	11,404,448
Liabilities and Shareholders’ Equity
Liabilities
Mortgage debt, nonrecourse	$	6,338,610		$	345,849		$	1,458,579		$	27,700		$	7,479,040
Notes payable		143,874			1,101			85,582			-			228,355
Bank revolving credit facility		39,000			-			-			-			39,000
Senior and subordinated debt		886,900			-			-			-			886,900
Accounts payable and accrued expenses		1,015,844			35,659			142,171			798			1,123,154
Deferred income taxes		477,238			-			-			-			477,238
Liabilities of operating property held for sale		28,498			-			-			(28,498	)		-
Total Liabilities		8,929,964			382,609			1,686,332			-			10,233,687
Minority Interest		349,517			150,700			(172	)		-			198,645	(1)
Total Shareholders’ Equity		972,116			-			-			-			972,116
Total Liabilities and Shareholders’ Equity	$	10,251,597		$	533,309		$	1,686,160		$	-		$	11,404,448

(1) The $198,645 represents the value of the Class A Common Units exchanged for Bruce C. Ratner’s minority interests in the Forest City Ratner Company portfolio.

26

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

							Plus
	Full			Less			Unconsolidated			Pro-Rata
	Consolidation			Minority			Investments at			Consolidation
	(GAAP)			Interest			Pro-Rata			(Non-GAAP)
	(in thousands)
Revenues from real estate operations	$	334,530		$	16,129		$	87,802		$	406,203
Expenses
Operating expenses		200,857			7,295			66,096			259,658
Depreciation and amortization		65,443			1,044			9,725			74,124
		266,300			8,339			75,821			333,782
Interest expense		(98,544	)		(3,617	)		(16,227	)		(111,154	)
Amortization of mortgage procurement costs		(2,944	)		(114	)		(452	)		(3,282	)
Gain (loss) on early extinguishment of debt		4,181			-			(29	)		4,152
Interest and other income		6,789			293			602			7,098
Gain on disposition of rental properties and other investments		-			-			200			200
Earnings (loss) before income taxes		(22,288	)		4,352			(3,925	)		(30,565	)
Income tax benefit
Current		(4,389	)		-			-			(4,389	)
Deferred		(7,025	)		-			-			(7,025	)
		(11,414	)		-			-			(11,414	)
Minority interest		(4,462	)		(4,462	)		-			-
Equity in earnings (loss) of unconsolidated entities		(3,198	)		110			3,925			617
Net loss	$	(18,534	)	$	-		$	-		$	(18,534	)

27

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

							Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
	(in thousands)
Revenues from real estate operations	$	972,415		$	47,695		$	287,144		$	706		$	1,212,570
Expenses
Operating expenses		594,623			24,338			211,607			287			782,179
Depreciation and amortization		202,290			3,575			39,932			95			238,742
Provision for decline in real estate		365			-			5,661			-			6,026
		797,278			27,913			257,200			382			1,026,947
Interest expense		(264,265	)		(10,359	)		(52,407	)		(235	)		(306,548	)
Amortization of mortgage procurement costs		(9,051	)		(383	)		(1,499	)		(11	)		(10,178	)
Loss on early extinguishment of debt		(1,050	)		(119	)		(51	)		-			(982	)
Interest and other income		28,077			1,420			3,685			35			30,377
Gain on disposition of rental properties and other investments		150			-			873			8,627			9,650
Earnings (loss) before income taxes		(71,002	)		10,341			(19,455	)		8,740			(92,058	)
Income tax expense (benefit)
Current		(14,561	)		-			-			(1,119	)		(15,680	)
Deferred		(12,709	)		-			-			4,496			(8,213	)
		(27,270	)		-			-			3,377			(23,893	)
Minority interest		(10,324	)		(10,324	)		-			-			-
Equity in earnings (loss) of unconsolidated entities		(18,422	)		(17	)		19,455			-			1,050
Earnings (loss) from continuing operations		(72,478	)		-			-			5,363			(67,115	)
Discontinued operations, net of tax:
Operating earnings from rental properties		69			-			-			(69	)		-
Gain on disposition of rental properties		5,294			-			-			(5,294	)		-
		5,363			-			-			(5,363	)		-
Net loss	$	(67,115	)	$	-		$	-		$	-		$	(67,115	)

28

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information — Three months ended October 31, 2007 (Unaudited)

							Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
	(in thousands)
Revenues from real estate operations	$	333,626		$	20,678		$	84,006		$	1,002		$	397,956
Expenses
Operating expenses		201,274			13,439			59,298			(845	)		246,288
Depreciation and amortization		54,414			2,343			13,646			7			65,724
		255,688			15,782			72,944			(838	)		312,012
Interest expense		(88,241	)		(2,514	)		(19,137	)		(296	)		(105,160	)
Amortization of mortgage procurement costs		(3,568	)		(195	)		(214	)		(11	)		(3,598	)
Loss on early extinguishment of debt		(4,719	)		(429	)		(5	)		-			(4,295	)
Interest and other income		17,544			438			2,307			542			19,955
Gain (loss) on disposition of rental properties and other investments		172			-			-			(1,031	)		(859	)
Earnings (loss) before income taxes		(874	)		2,196			(5,987	)		1,044			(8,013	)
Income tax expense (benefit)
Current		(16,353	)		-			-			19,527			3,174
Deferred		18,059			-			-			(19,123	)		(1,064	)
		1,706			-			-			404			2,110
Minority interest		(2,308	)		(2,308	)		-			-			-
Equity in earnings (loss) of unconsolidated entities		(6,526	)		112			5,987			-			(651	)
Earnings (loss) from continuing operations		(11,414	)		-			-			640			(10,774	)
Discontinued operations, net of tax:
Operating earnings from rental properties		1,273			-			-			(1,273	)		-
Loss on disposition of rental properties		(633	)		-			-			633			-
		640			-			-			(640	)		-
Net loss	$	(10,774	)	$	-		$	-		$	-		$	(10,774	)

29

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Consolidated Earnings Information — Nine months ended October 31, 2007 (Unaudited)

							Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
	(in thousands)
Revenues from real estate operations	$	889,577		$	51,323		$	257,228		$	25,601		$	1,121,083
Expenses
Operating expenses		547,052			24,087			172,251			19,885			715,101
Depreciation and amortization		169,942			6,168			33,544			1,941			199,259
		716,994			30,255			205,795			21,826			914,360
Interest expense		(237,748	)		(11,385	)		(52,434	)		(3,904	)		(282,701	)
Amortization of mortgage procurement costs		(8,971	)		(616	)		(1,653	)		(80	)		(10,088	)
Loss on early extinguishment of debt		(8,903	)		(1,250	)		(464	)		(363	)		(8,480	)
Interest and other income		52,366			1,862			9,158			751			60,413
Gain (loss) on disposition of rental properties and other investments		603			-			(2,928	)		105,287			102,962
Earnings (loss) before income taxes		(30,070	)		9,679			3,112			105,466			68,829
Income tax expense (benefit)
Current		(16,274	)		-			-			25,267			8,993
Deferred		3,331			-			-			15,485			18,816
		(12,943	)		-			-			40,752			27,809
Minority interest		(10,375	)		(10,375	)		-			-			-
Equity in earnings (loss) of unconsolidated entities		2,608			696			(3,112	)		-			(1,200	)
Earnings (loss) from continuing operations		(24,894	)		-			-			64,714			39,820
Discontinued operations, net of tax:
Operating earnings from rental properties		110			-			-			(110	)		-
Gain on disposition of rental properties		64,604			-			-			(64,604	)		-
		64,714			-			-			(64,714	)		-
Net earnings	$	39,820		$	-		$	-		$	-		$	39,820

30

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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

Investments in and Advances to Affiliates

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

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

	October 31,		January 31,
	2008		2008
	(in thousands)
Members’ and partners’ equity as below	$	669,911	$	741,871
Equity of other members and partners		524,689		553,842
Company’s investment in partnerships		145,222		188,029
Advances to and on behalf of other affiliates		261,085		292,955
Minority interest in advances to and on behalf of affiliates (1)		13,618		14,844
Total investments in and advances to affiliates	$	419,925	$	495,828

(1) Primarily represents the minority interest portion of advances to other affiliates included in the fully consolidated presentation.

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

	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
	October 31, 2008			January 31, 2008			October 31, 2008			January 31, 2008
	(in thousands)
Balance Sheet:
Real Estate
Completed rental properties	$	3,587,094		$	2,989,525		$	1,313,294		$	1,208,040
Projects under development		1,364,408			1,271,998			553,419			506,658
Land held for development or sale		266,575			265,943			117,938			118,335
Total Real Estate		5,218,077			4,527,466			1,984,651			1,833,033
Less accumulated depreciation		(657,601	)		(606,961	)		(326,520	)		(301,604	)
Real Estate, net		4,560,476			3,920,505			1,658,131			1,531,429
Restricted cash — Military housing bond funds		928,422			1,264,941			54,670			69,589
Other restricted cash		261,294			339,200			90,430			113,086
Other assets		502,947			409,973			203,258			160,085
Total Assets	$	6,253,139		$	5,934,619		$	2,006,489		$	1,874,189
Mortgage debt, nonrecourse	$	4,664,014		$	4,486,786		$	1,545,421		$	1,458,579
Other liabilities		919,214			705,962			316,627			227,753
Minority interest		-			-			(781	)		(172	)
Members’ and partners’ equity		669,911			741,871			145,222			188,029
Total Liabilities and Members’/Partners’ Equity	$	6,253,139		$	5,934,619		$	2,006,489		$	1,874,189

31

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Investments in and Advances to Affiliates (continued)

	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
Three Months Ended October 31,	2008			2007			2008			2007
	(in thousands)
Operations:
Revenues	$	223,276		$	191,637		$	87,802		$	84,006
Equity in earnings of unconsolidated entities on a pro-rata basis		-			-			617			(651	)
Operating expenses		(157,859	)		(135,392	)		(66,096	)		(59,298	)
Interest expense including early extinguishment of debt		(57,104	)		(57,610	)		(16,256	)		(19,142	)
Depreciation and amortization		(27,893	)		(28,002	)		(10,177	)		(13,860	)
Interest and other income		13,646			16,938			602			2,307
Minority interest		-			-			110			112
Loss from continuing operations		(5,934	)		(12,429	)		(3,398	)		(6,526	)
Discontinued operations:
Gain on disposition of rental properties (2)		400			-			200			-
Income from discontinued operations		78			148			-			-
Discontinued operations subtotal		478			148			200			-
Net loss (pre-tax)	$	(5,456	)	$	(12,281	)	$	(3,198	)	$	(6,526	)
	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
Nine Months Ended October 31,	2008			2007			2008			2007
	(in thousands)
Operations:
Revenues	$	717,424		$	642,774		$	287,144		$	257,228
Equity in earnings of unconsolidated entities on a pro-rata basis		-			-			1,050			(1,200	)
Operating expenses		(527,215	)		(446,394	)		(211,607	)		(172,251	)
Interest expense including early extinguishment of debt		(172,266	)		(159,955	)		(52,458	)		(52,898	)
Provision for decline in real estate (1)		(45,348	)		-			(5,661	)		-
Depreciation and amortization		(106,253	)		(103,001	)		(41,431	)		(35,197	)
Interest and other income (including preferred return on disposition)		45,456			45,479			3,477			4,124
Minority interest		-			-			(17	)		696
Earnings (loss) from continuing operations		(88,202	)		(21,097	)		(19,503	)		502
Discontinued operations:
Gain on disposition of rental properties (2)		3,470			4,212			1,081			2,106
Income (loss) from discontinued operations		(21	)		968			-			-
Discontinued operations subtotal		3,449			5,180			1,081			2,106
Net earnings (loss) (pre-tax)	$	(84,753	)	$	(15,917	)	$	(18,422	)	$	2,608

32

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

(1) The following table shows the detail of the provision for decline in real estate for equity method investments:

	Combined (100%)				Pro-Rata Share
	(GAAP)				(Non-GAAP)
	Nine Months Ended October 31,
	2008		2007		2008		2007
	(in thousands)				(in thousands)
Navy Midwest (Military Housing Project) (Chicago, Illinois)	$	30,000	$	-	$	300	$	-
Mercury (Condominium) (Los Angeles, California)		12,006		-		4,098		-
El Centro Mall (Specialty Retail Center) (El Centro, California)		3,342		-		1,263		-
Total provision for decline in real estate for equity method rental properties	$	45,348	$	-	$	5,661	$	-

(2) The following table shows the detail of gain on disposition of rental properties that were held by equity method investments:

	Combined (100%)				Pro-Rata Share				Combined (100%)				Pro-Rata Share
	(GAAP)				(Non-GAAP)				(GAAP)				(Non-GAAP)
	Three Months Ended October 31,								Nine Months Ended October 31,
	2008		2007		2008		2007		2008		2007		2008		2007
	(in thousands)				(in thousands)				(in thousands)				(in thousands)
One International Place (Office Building) (Cleveland, Ohio)	$	-	$	-	$	-	$	-	$	3,070	$	-	$	881	$	-
Emery-Richmond (Office Building) (Warrensville Heights, Ohio)		400		-		200		-		400		-		200		-
White Acres (Apartments) (Richmond Heights, Ohio)		-		-		-		-		-		4,212		-		2,106
Total gain on disposition of equity method rental properties	$	400	$	-	$	200	$	-	$	3,470	$	4,212	$	1,081	$	2,106

33

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Real Estate and Related Nonrecourse Mortgage Debt

	October 31, 2008
			Nonrecourse
			Mortgage
	Total Cost		Debt
	(in thousands)
Full Consolidation
Completed rental properties
Residential	$	1,694,148	$	1,076,686
Commercial
Retail centers		3,091,712		2,423,842
Office and other buildings		3,210,152		2,478,708
Corporate and other equipment		10,510		-
		8,006,522		5,979,236
Projects under development
Residential
Under construction		487,208		307,698
In development		600,004		156,549
Commercial
Retail centers
Under construction		607,401		290,573
In development		42,914		-
Office and other buildings
Under construction		87,281		-
In development		100,836		4,512
		1,925,644		759,332
Land held for development or sale		194,873		89,206
Total - Full Consolidation	$	10,127,039	$	6,827,774
Less Minority Interest
Completed rental properties
Residential	$	35,152	$	29,019
Commercial
Retail centers		82,210		84,174
Office and other buildings		115,853		100,084
Corporate and other equipment		-		-
		233,215		213,277
Projects under development
Residential
Under construction		94,260		61,986
In development		179,057		65,375
Commercial
Retail centers
Under construction		1,965		-
In development		99		-
Office and other buildings
Under construction		11,281		-
In development		4,281		-
		290,943		127,361
Land held for development or sale		19,248		11,257
Total - Minority Interest	$	543,406	$	351,895

34

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Real Estate and Related Nonrecourse Mortgage Debt (continued)

	October 31, 2008
			Nonrecourse
			Mortgage
	Total Cost		Debt
	(in thousands)
Plus Unconsolidated Investments at Pro-Rata
Completed rental properties
Residential	$	714,971	$	611,196
Commercial
Retail centers		419,906		438,337
Office and other buildings		178,416		117,385
Corporate and other equipment		1		-
		1,313,294		1,166,918
Projects under development
Residential
Under construction		111,493		109,090
In development		6,181		-
Commercial
Retail centers
Under construction		221,854		111,327
In development		10,808		-
Office and other buildings
Under construction		61,612		28,917
In development		141,471		68,439
		553,419		317,773
Land held for development or sale		117,938		60,730
Total - Unconsolidated Investments at Pro-Rata	$	1,984,651	$	1,545,421
Pro-Rata Consolidation
Completed rental properties
Residential	$	2,373,967	$	1,658,863
Commercial
Retail centers		3,429,408		2,778,005
Office and other buildings		3,272,715		2,496,009
Corporate and other equipment		10,511		-
		9,086,601		6,932,877
Projects under development
Residential
Under construction		504,441		354,802
In development		427,128		91,174
Commercial
Retail centers
Under construction		827,290		401,900
In development		53,623		-
Office and other buildings
Under construction		137,612		28,917
In development		238,026		72,951
		2,188,120		949,744
Land held for development or sale		293,563		138,679
Total - Pro-Rata Consolidation	$	11,568,284	$	8,021,300

35

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Pro-Rata Consolidation (Non-GAAP)
	Nine Months Ended
	October 31,			For the Years Ended January 31,
	2008			2008			2007			2006
				(in thousands)
Forest City Rental Properties Corporation - Real Estate Activity (1)
Real estate
Completed rental properties	$	9,076,090		$	8,455,566		$	7,510,737		$	6,319,189
Projects under development		2,188,120			1,820,347			1,568,088			1,196,663
Land held for development or sale		111,231			90,151			79,909			50,275
Total real estate - Forest City Rental Properties		11,375,441			10,366,064			9,158,734			7,566,127
Less accumulated depreciation		(1,656,211	)		(1,468,273	)		(1,295,623	)		(1,104,286	)
Real estate, net - Forest City Rental Properties	$	9,719,230		$	8,897,791		$	7,863,111		$	6,461,841
Plus real estate, net - Land Group and Corporate		187,256
Real estate, net - Forest City Enterprises	$	9,906,486
Real estate activity during the year
Completed rental properties
Capital expenditures	$	55,576		$	108,166		$	87,237		$	66,239
Transferred from projects under development		419,511			705,803			547,667			534,820
Acquisitions		117,235			335,750			314,779			58,667
Exchange of cash and Class A Common Units for partner’s interest		-			-			228,958			-
Other (6)		107,340			8,502			310,275			81,396
Total additions		699,662			1,158,221			1,488,916			741,122
Dispositions		(79,138	) (2)		(213,392	) (3)		(297,368	) (4)		(198,739	) (5)
Completed rental properties, net additions		620,524			944,829			1,191,548			542,383
Projects under development
New development		816,599			1,119,554			957,227			926,217
Transferred to completed rental properties		(419,511	)		(705,803	)		(547,667	)		(534,820	)
Cost of land sales		(29,315	)		(161,492	)		(38,135	)		(63,999	)
Projects under development, net additions		367,773			252,259			371,425			327,398
Land held for development or sale, net change		21,080			10,242			29,634			(2,732	)
Increase in real estate, at cost	$	1,009,377		$	1,207,330		$	1,592,607		$	867,049

36

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

							Plus
				Less			Unconsolidated			Plus			Pro-Rata
	Full			Minority			Investments			Discontinued			Consolidation
Nine Months Ended October 31,	Consolidation			Interest			at Pro-Rata			Operations			(Non-GAAP)
	(in thousands)
2008
Real estate
Completed rental properties	$	7,996,012		$	233,215		$	1,313,293		$	-		$	9,076,090
Projects under development		1,925,644			290,943			553,419			-			2,188,120
Land held for development or sale		65,999			5,570			50,802			-			111,231
Total real estate - Forest City Rental Properties		9,987,655			529,728			1,917,514			-			11,375,441
Less accumulated depreciation		(1,376,433	)		(46,742	)		(326,520	)		-			(1,656,211	)
Real estate, net - Forest City Rental Properties	$	8,611,222		$	482,986		$	1,590,994		$	-		$	9,719,230
Plus real estate, net - Land Group and Corporate		133,797			13,678			67,137			-			187,256
Real estate, net - Forest City Enterprises	$	8,745,019		$	496,664		$	1,658,131		$	-		$	9,906,486
Real estate activity during the year
Completed rental properties
Capital expenditures	$	44,562		$	360		$	11,374		$	-		$	55,576
Transferred from projects under development		357,151			8,489			70,849			-			419,511
Acquisitions		85,300			2,979			34,914			-			117,235
Other (6)		18,552			(95,185	)		(6,397	)		-			107,340
Total additions		505,565			(83,357	)		110,740			-			699,662
Dispositions		(60,143	)		(17,820	)		(5,487	)		(31,328	)		(79,138)	(2)
Completed rental properties, net additions		445,422			(101,177	)		105,253			(31,328	)		620,524
Projects under development
New development		791,376			113,702			138,925			-			816,599
Transferred to completed rental properties		(357,151	)		(8,489	)		(70,849	)		-			(419,511	)
Cost of land sales		(8,076	)		(76	)		(21,315	)		-			(29,315	)
Projects under development, net additions		426,149			105,137			46,761			-			367,773
Land held for development or sale, net additions		13,385			649			8,344			-			21,080
Increase (decrease) in real estate, at cost	$	884,956		$	4,609		$	160,358		$	(31,328	)	$	1,009,377

37

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

							Plus
				Less			Unconsolidated			Plus			Pro-Rata
	Full			Minority			Investments			Discontinued			Consolidation
Years Ended January 31,	Consolidation			Interest			at Pro-Rata			Operations			(Non-GAAP)
2008							(in thousands)
Real estate - end of year
Completed rental properties	$	7,550,590		$	334,392		$	1,208,040		$	31,328		$	8,455,566
Projects under development		1,499,495			185,806			506,658			-			1,820,347
Land held for development or sale		52,614			4,921			42,458			-			90,151
Total real estate		9,102,699			525,119			1,757,156			31,328			10,366,064
Less accumulated depreciation		(1,239,123	)		(73,924	)		(301,604	)		(1,470	)		(1,468,273	)
Real estate, net	$	7,863,576		$	451,195		$	1,455,552		$	29,858		$	8,897,791
Real estate activity during the year
Completed rental properties
Capital expenditures	$	91,677		$	3,588		$	20,077		$	-		$	108,166
Transferred from projects under development		678,997			11,656			38,462			-			705,803
Acquisitions		334,655			-			1,095			-			335,750
Other (6)		17,652			(27,175	)		(36,325	)		-			8,502
Total additions		1,122,981			(11,931	)		23,309			-			1,158,221
Operating property held for sale		(31,328	)		-			-			31,328			-
Dispositions		(190,534	)		-			(22,858	)		-			(213,392	) (3)
Completed rental properties, net additions		901,119			(11,931	)		451			31,328			944,829
Projects under development
New development		908,349			71,499			282,704			-			1,119,554
Transferred to completed rental properties		(678,997	)		(11,656	)		(38,462	)		-			(705,803	)
Cost of land sales		(125,940	)		(697	)		(36,249	)		-			(161,492	)
Projects under development, net additions		103,412			59,146			207,993			-			252,259
Land held for development or sale, net additions		(5,794	)		(596	)		15,440			-			10,242
Increase (decrease) in real estate, at cost	$	998,737		$	46,619		$	223,884		$	31,328		$	1,207,330
2007
Real estate - end of year
Completed rental properties	$	6,649,471		$	346,323		$	1,207,589		$	-		$	7,510,737
Projects under development		1,396,083			126,660			298,665			-			1,568,088
Land held for development or sale		58,408			5,517			27,018			-			79,909
Total real estate		8,103,962			478,500			1,533,272			-			9,158,734
Less accumulated depreciation		(1,080,432	)		(70,863	)		(286,054	)		-			(1,295,623	)
Real estate, net	$	7,023,530		$	407,637		$	1,247,218		$	-		$	7,863,111
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 (6)		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		898,561			49,927			108,593			-			957,227
Transferred to completed rental properties		(359,649	)		(6,835	)		(194,853	)		-			(547,667	)
Cost of land sales		(29,085	)		(673	)		(9,723	)		-			(38,135	)
Projects under development, net additions		509,827			42,419			(95,983	)		-			371,425
Land held for development or sale, net additions		20,317			2,097			11,414			-			29,634
Increase (decrease) in real estate, at cost	$	1,025,780		$	(374,988	)	$	191,839		$	-		$	1,592,607

38

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

							Plus
				Less			Unconsolidated			Plus		Pro-Rata
	Full			Minority			Investments			Discontinued		Consolidation
Years Ended January 31,	Consolidation			Interest			at Pro-Rata			Operations		(Non-GAAP)
							(in thousands)
2006
Real estate - end of year
Completed rental properties	$	6,153,835		$	765,827		$	931,181		$	-	$	6,319,189
Projects under development		886,256			84,241			394,648			-		1,196,663
Land held for development or sale		38,091			3,420			15,604			-		50,275
Total real estate		7,078,182			853,488			1,341,433			-		7,566,127
Less accumulated depreciation		(982,249	)		(147,375	)		(269,412	)		-		(1,104,286	)
Real estate, net	$	6,095,933		$	706,113		$	1,072,021		$	-	$	6,461,841
Real estate activity during the year
Completed rental properties
Capital expenditures	$	78,132		$	1,855		$	(10,038	)	$	-	$	66,239
Transferred from projects under development		490,278			11,968			56,510			-		534,820
Acquisitions		58,667			-			-			-		58,667
Other (6)		-			(86,432	)		(5,036	)		-		81,396
Total additions		627,077			(72,609	)		41,436			-		741,122
Dispositions		(164,403	)		(5,195	)		(39,531	)		-		(198,739	) (5)
Completed rental properties, net additions		462,674			(77,804	)		1,905			-		542,383
Projects under development
New development		807,768			78,696			197,145			-		926,217
Transferred to completed rental properties		(490,278	)		(11,968	)		(56,510	)		-		(534,820	)
Cost of land sales		(65,675	)		(2,787	)		(1,111	)		-		(63,999	)
Projects under development, net additions		251,815			63,941			139,524			-		327,398
Land held for development or sale, net additions		(2,455	)		(157	)		(434	)		-		(2,732	)
Increase (decrease) in real estate, at cost	$	712,034		$	(14,020	)	$	140,995		$	-	$	867,049

(1) The table includes only the real estate activity for Forest City Rental Properties Corporation, a wholly-owned subsidiary of the Company engaged in the ownership, development, acquisition and management of real estate projects, including apartment complexes, regional malls and retail centers, hotels, office buildings and mixed-use facilities, as well as large land development projects.

(2)	Primarily reflects the dispositions of Sterling Glen of Lynbrook, One International Place and Emery-Richmond. Sterling Glen of Lynbrook is a 130-unit supported-living apartment community in Lynbrook, New York. One International Place has 88,000 square feet in Cleveland, Ohio. Emery-Richmond has 5,000 square feet in Warrensville Heights, Ohio.
(3)	Primarily reflects the dispositions of Landings of Brentwood, Sterling Glen of Bayshore, Sterling Glen of Center City, Sterling Glen of Darien, Sterling Glen of Forest Hills, Sterling Glen of Plainview, Sterling Glen of Stamford, and University Park at MIT Hotel. Landings of Brentwood is a 724-unit apartment community in Nashville, Tennessee. Sterling Glen of Bayshore is an 85-unit supported-living apartment community in Bayshore, New York. Sterling Glen of Center City is a 135-unit supported-living apartment community in Philadelphia, Pennsylvania. Sterling Glen of Darien is an 80-unit supported-living apartment community in Darien, Connecticut. Sterling Glen of Forest Hills is an 83-unit supported-living apartment community in Forest Hills, New York. Sterling Glen of Plainview is a 79-unit supported-living apartment community in Plainview, New York. Sterling Glen of Stamford is a 166-unit supported-living apartment community in Stamford, Connecticut. University Park at MIT Hotel has 210 rooms in Cambridge, Massachusetts.
(4)	Primarily reflects the dispositions of Providence at Palm Harbor, Mount Vernon Square, Midtown Plaza, G Street, Battery Park City, Embassy Suites Hotel, and Hilton Times Square. Providence at Palm Harbor is a 236-units apartment community in Tampa, Florida. Mount Vernon Square is a 1,387-units apartment community in Alexandria, Virginia. Midtown Plaza has 240,000 square feet in Parma, Ohio. G Street has 13,000 square feet in Philadelphia, Pennsylvania. Battery Park City has 166,000 square feet in Manhattan, New York. Embassy Suites Hotel and Hilton Times Square have 463 and 444 rooms respectively in Manhattan, New York.
(5)	Primarily reflects the dispositions of Cherrywood Village, Ranchstone, Colony Place, Enclave, Flower Park, and Showcase. Cherrywood Village and Ranchstone are apartment communities in Denver, Colorado with 360 and 368 units, respectively. Colony Place is a 300-unit apartment community in Fort Myers, Florida. Enclave is a 637-unit apartment community in San Jose, California. Flower Park is a 199-unit apartment community in Santa Ana, California. Showcase has 186,000 square feet in Las Vegas, Nevada.
(6)	Primarily relates to non-cash changes in completed rental properties as a result of assuming a larger portion of the existing mortgage debt upon acquisition of a partners’ interest.

39

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Results of Operations

Net Earnings (Loss) – Net loss for the three months ended October 31, 2008 was $18,534,000 versus $10,774,000 for the three months ended October 31, 2007. Although we have substantial recurring revenue sources from our properties, we also enter into significant one-time transactions, which could create substantial variances in net earnings (loss) between periods. This variance to the prior year is primarily attributable to the following decreases, which are net of tax and minority interest:

• $7,630,000 ($12,434,000, pre-tax) related to the reduction in fair value of the Denver Urban Renewal Authority (“DURA”) purchase obligation and fee;

• $5,360,000 ($8,735,000, pre-tax) related to increased write-offs of abandoned development projects in 2008;

• $4,749,000 ($7,740,000, pre-tax) related to the 2007 net gain recognized in other income on the sale of Sterling Glen of Roslyn, a consolidated supported-living apartment community under construction in Roslyn, New York; and

• $2,261,000 ($3,684,000, pre-tax) related to decreases in Commercial Group outlot land sales in 2008 primarily at Northfield at Stapleton a regional mall located in Denver, Colorado and the 2007 land sale and related site work construction at Ridge Hill, in Yonkers, New York which is accounted for under the percentage of completion method.

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

• $5,183,000 ($8,447,000, pre-tax) primarily related to the gain on early extinguishment of a portion of our puttable equity-linked senior notes due October 15, 2011 in 2008 and the early extinguishment of nonrecourse mortgage debt primarily at Eleven MetroTech Center, an office building located in Brooklyn, New York, in order to secure more favorable financing terms and at New York Times, an office building located in Manhattan, New York, in order to obtain permanent financing, both in 2007;

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

• $917,000 ($1,335,000, pre-tax) primarily related to military housing fee income from the management and development of units in Hawaii, Illinois, Washington and Colorado;

• $660,000 ($1,076,000, pre-tax) in 2008 related to the change in fair market value between the comparable periods of one of our 10-year forward swaps which was marked to market through interest expense as a result of the derivative not qualifying for hedge accounting; and

• $414,000 ($674,000, pre-tax) related to income recognition on state and federal historic rehabilitation and new market tax credits.

Net loss for the nine months ended October 31, 2008 was ($67,115,000) versus net earnings of $39,820,000 for the nine months ended October 31, 2007. This variance to the prior year is primarily attributable to the following decreases, which are net of tax and minority interest:

• $64,605,000 ($105,287,000, pre-tax) related to the 2007 gains on disposition of Landings of Brentwood, a consolidated apartment community in Nashville, Tennessee and the following six consolidated supported-living apartment communities: Sterling Glen of Bayshore in Bayshore, New York, Sterling Glen of Center City in Philadelphia, Pennsylvania, Sterling Glen of Darien in Darien, Connecticut, Sterling Glen of Forest Hills in Forest Hills, New York, Sterling Glen of Plainview in Plainview, New York and Sterling Glen of Stamford in Stamford, Connecticut;

• $18,277,000 ($29,787,000, pre-tax) related to increased write-offs of abandoned development projects in 2008 compared to 2007. The increase primarily relates to the write-off at Summit at Lehigh Valley, a Commercial development project with a housing component located in Allentown, Pennsylvania, of $13,200,000 ($21,513,000 pre-tax) in 2008;

• $11,541,000 ($16,827,000, pre-tax) related to the increased share of losses from our equity investment in the New Jersey Nets basketball team;

• $10,940,000 ($17,830,000, pre-tax) related to the 2007 net gain recognized in other income on the sale of Sterling Glen of Roslyn;

40

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

• $7,630,000 ($12,434,000, pre-tax) related to the reduction in fair value of the DURA purchase obligation and fee;

• $3,698,000 ($6,026,000, pre-tax) primarily related to impairment charges recorded in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”) primarily, at Mercury, a condominium project in Los Angeles, California, and El Centro Mall, a specialty retail center in El Centro, California;

• $2,173,000 ($3,404,000, pre-tax) related to decreases in condominium sales in 2008 primarily at 1100 Wilshire, an unconsolidated condominium project in Los Angeles, California;

• $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; and

• $1,029,000 ($1,677,000, pre-tax) related to decreases in Commercial Group outlot land sales in 2008 primarily at Northfield at Stapleton and Ridge Hill.

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

• $11,561,000 ($18,754,000, pre-tax) primarily related to military housing fee income from the management and development of units in Hawaii, Illinois, Washington and Colorado;

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

• $4,809,000 ($7,837,000, pre-tax) of expense in 2007 that did not recur in 2008 related to management’s approved plan to demolish two buildings owned by us adjacent to Ten MetroTech Center, an office building located in Brooklyn, New York, to clear the land for a residential project named 80 DeKalb Avenue. Due to this new development plan, the estimated useful lives of the two adjacent buildings were adjusted to expire at the scheduled demolition date in April 2007 resulting in accelerated depreciation expense;

• $4,601,000 ($7,498,000, pre-tax) primarily related to the gain on early extinguishment of a portion of our puttable equity-linked senior notes due October 15, 2011 in 2008 and the early extinguishment of nonrecourse mortgage debt primarily at Columbia Park Center, a specialty retail center located in North Bergen, New Jersey and Eleven MetroTech Center in order to secure more favorable financing terms, both in 2007;

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

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

Net Operating Income (NOI) from Real Estate Groups - NOI, a non-GAAP measure, is defined as revenues (excluding straight-line rent adjustments) less operating expenses (including non-real estate depreciation and amortization) plus interest income plus equity in earnings of unconsolidated entities (excluding gain on disposition of equity method operating properties) plus equity method depreciation and amortization. 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. Under the full consolidation method (GAAP), NOI from the combination of the Commercial Group and the Residential Group (“Rental Properties”) for the three months ended October 31, 2008 was $167,881,000 compared to $168,185,000 for the three months ended October 31, 2007, a 0.2% decrease. NOI for the nine months ended October 31, 2008 was $476,147,000 compared to $447,913,000 for the nine months ended October 31, 2007, a 6.3% 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.

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.

41

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Under the pro-rata consolidation method, NOI from the Rental Properties for the three months ended October 31, 2008 was $171,558,000 compared to $179,859,000 for the three months ended October 31, 2007, a 4.6% decrease. NOI for the nine months ended October 31, 2008 was $498,003,000 compared to $480,223,000 for the nine months ended October 31, 2007, a 3.7% increase. Comparable NOI increased 1.3% for the three months ended October 31, 2008 compared to the prior year. Retail, office and hotel comparable NOI increased 1.4%, 1.3% and 13.6%, respectively, from the prior year and our residential portfolio has decreased 0.5%. Comparable NOI increased 1.8% for the nine months ended October 31, 2008 compared to the prior year. Retail and office comparable NOI increased 2.5% and 1.3%, respectively, from the prior year. Hotels decreased 2.7% and our residential portfolio has generated an increase of 1.5%.

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 classified as minority interest expense on our Consolidated Statement of Operations; v) provision for decline in real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings.

EBDT is reconciled to net earnings (loss), the most comparable financial measure calculated in accordance with GAAP, on page 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 provision for decline in real estate is excluded from EBDT because it varies from year to year based on factors unrelated to our overall financial performance and is related to the ultimate gain on dispositions of operating properties. Our EBDT may not be directly comparable to similarly-titled measures reported by other companies.

Our EBDT for the three months ended October 31, 2008 decreased by 35.8% to $44,138,000 from $68,795,000 for the three months ended October 31, 2007. Our portfolio of rental properties provided an EBDT increase, as both our mature and new properties experienced EBDT growth including $7,624,000 ($12,425,000, pretax) as a result of lease termination fee income and early extinguishment of debt. These increases in EBDT from the portfolio were more than offset by a reduction in fair value of the DURA purchase obligation and fee of $12,434,000, increased write-offs of abandoned development projects of $5,360,000 ($8,735,000, pre-tax), and a 2007 gain on the sale of the Sterling Glen of Roslyn development project of $4,749,000 ($7,740,000, pre-tax), which did not recur in 2008.

Our EBDT for the nine months ended October 31, 2008 decreased by 15.0% to $148,435,000 from $174,530,000 for the nine months ended October 31, 2007. Our portfolio of rental properties provided an EBDT increase, as both our mature and new properties experienced EBDT growth including $12,007,000 ($19,568,000, pretax) from military housing, primarily related to housing fee income from the management and development of units in Hawaii, Illinois, Washington and Colorado and $12,104,000 ($19,726,000, pretax) as a result of lease termination fee income and early extinguishment of debt. These increases in EBDT were more than offset by increased project write-offs of $18,277,000 ($29,787,000, pre-tax) primarily due to the first quarter write-off of Summit at Lehigh Valley, a Commercial development project with a housing component located in Allentown, Pennsylvania, a 2007 gain on the sale of the Sterling Glen of Roslyn development project of $10,940,000 ($17,830,000, pre-tax) which did not recur in 2008, the reduction in fair value of the DURA purchase obligation and fee of $12,434,000, and reporting a larger share of losses $11,541,000 ($16,827,000, pre-tax) for the Nets compared with the prior year.

Summary of EBDT - The information in the tables on pages 43-56 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.

42

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Reconciliation of Net Earnings (Loss) to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) ⁽²⁾

		Three Months Ended October 31,					Nine Months Ended October 31,
		2008		2007			2008			2007
	(in thousands)						(in thousands)
Net Earnings (loss)	$	(18,534	)	$	(10,774	)	$	(67,115	)	$	39,820
Depreciation and amortization - Real Estate Groups (5)		69,679			58,559			214,037			185,558
Amortization of mortgage procurement costs - Real Estate Groups (5)		3,218			3,526			10,009			9,983
Deferred income tax expense - Real Estate Groups (6)		(5,546	)		(1,456	)		(4,758	)		21,581
Deferred income tax expense (benefit) - Non-Real Estate Groups: (6)
Gain on disposition of other investments		-			-			58			(57	)
Current income tax expense on non-operating earnings: (6)
Gain on disposition of other investments		-			66			-			290
Gain on disposition included in discontinued operations		-			18,746			-			26,834
Gain on disposition of equity method rental properties		(833	)		-			506			-
Straight-line rent adjustment (3)		(4,523	)		(1,668	)		(3,422	)		(9,288	)
Preference payment (4)		877			937			2,744			2,771
Preferred return on disposition		-			-			208			5,034
Provision for decline in real estate		-			-			365			-
Provision for decline in real estate of equity method rental properties		-			-			5,661			-
Gain on disposition of equity method rental properties		(200	)		-			(1,081	)		(2,106	)
Gain on disposition of other investments		-			(172	)		(150	)		(603	)
Discontinued operations: (1)
Gain on disposition of rental properties		-			1,031			(8,627	)		(105,287	)
Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) (2)	$	44,138		$	68,795		$	148,435		$	174,530

(1)	Pursuant to the definition of a component of an entity of SFAS No. 144, assuming no significant continuing involvement, all earnings of properties that have been sold or are held for sale are reported as discontinued operations.
(2)	The Company uses an additional measure, along with net earnings, to report its operating results. This measure, referred to as Earnings Before Depreciation, Amortization and Deferred Taxes (“EBDT”), is not a measure of operating results as defined by generally accepted accounting principles and may not be directly comparable to similarly-titled measures reported by other companies. The Company believes that EBDT provides additional information about its operations, and along with net earnings, is necessary to understand its operating results. EBDT is defined as net earnings excluding the following items: i) gain (loss) on disposition of operating properties, divisions and other investments (net of tax); ii) the adjustment to recognize rental revenues and rental expense using the straight-line method; iii) non-cash charges for real estate depreciation, amortization, amortization of mortgage procurement costs and deferred income taxes; iv) preferred payment classified as minority interest expense on the Company’s Consolidated Statement of Earnings; v) provision for decline in real estate (net of tax); vi) extraordinary items (net of tax); and vii) cumulative effect of change in accounting principle (net of tax).
(3)	The Company recognizes minimum rents on a straight-line basis over the term of the related lease pursuant to the provision of SFAS No. 13, “Accounting for Leases.” The straight-line rent adjustment is recorded as an increase or decrease to revenue from Forest City Rental Properties Corporation, a wholly-owned subsidiary of Forest City Enterprises, Inc., with the applicable offset to either accounts receivable or accounts payable, as appropriate.
(4)	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 minority interests in the Forest City Ratner Company portfolio.
(5)	The following table provides detail of depreciation and amortization and amortization of mortgage procurement costs. The Company’s Real Estate Groups are engaged in the ownership, development, acquisition and management of real estate projects, including apartment complexes, regional malls and retail centers, hotels, office buildings and mixed-use facilities, as well as large land development projects.

	Depreciation and Amortization												Amortization of Mortgage Procurement Costs
	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	October 31,						October 31,						October 31,						October 31,
	2008			2007			2008			2007			2008			2007			2008			2007
Full Consolidation	$	65,443		$	54,414		$	202,290		$	169,942		$	2,944		$	3,568		$	9,051		$	8,971
Non-Real Estate		(3,119	)		(3,411	)		(9,940	)		(7,430	)		-			-			-			-
Real Estate Groups Full Consolidation		62,324			51,003			192,350			162,512			2,944			3,568			9,051			8,971
Real Estate Groups related to minority interest		(1,044	)		(2,343	)		(3,575	)		(6,168	)		(114	)		(195	)		(383	)		(616	)
Real Estate Groups Equity Method		8,399			9,892			25,167			27,273			388			142			1,330			1,548
Real Estate Groups Discontinued Operations		-			7			95			1,941			-			11			11			80
Real Estate Groups Pro-Rata Consolidation	$	69,679		$	58,559		$	214,037		$	185,558		$	3,218		$	3,526		$	10,009		$	9,983

43

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

			Three Months Ended October 31,						Nine Months Ended October 31,
			2008			2007			2008			2007
			(in thousands)						(in thousands)
(A	)	Operating earnings
		Current	$	(3,556	)	$	(16,419	)	$	(15,067	)	$	(16,564	)
		Deferred		(7,936	)		18,059			(10,271	)		4,519
				(11,492	)		1,640			(25,338	)		(12,045	)
(B	)	Provision for decline in real estate
		Deferred		-			-			(141	)		-
		Deferred - Equity method investment		-			-			(2,187	)		-
		Subtotal		-			-			(2,328	)		-
(C	)	Gain on disposition of other investments
		Current - Non-Real Estate Groups		-			66			-			290
		Deferred - Non-Real Estate Groups		-			-			58			(57	)
				-			66			58			233
(D	)	Gain on disposition of equity method rental properties
		Current		(833	)		-			506			-
		Deferred		911			-			(168	)		(1,131	)
				78			-			338			(1,131	)
		Subtotal (A)(B)(C)(D)
		Current		(4,389	)		(16,353	)		(14,561	)		(16,274	)
		Deferred		(7,025	)		18,059			(12,709	)		3,331
		Income tax expense		(11,414	)		1,706			(27,270	)		(12,943	)
(E	)	Discontinued operations
		Operating earnings
		Current		-			781			(1,119	)		(1,567	)
		Deferred		-			21			1,163			1,636
				-			802			44			69
		Gain on disposition of rental properties
		Current		-			18,746			-			26,834
		Deferred		-			(19,144	)		3,333			13,849
				-			(398	)		3,333			40,683
				-			404			3,377			40,752
		Grand Total (A)(B)(C)(D)(E)
		Current		(4,389	)		3,174			(15,680	)		8,993
		Deferred		(7,025	)		(1,064	)		(8,213	)		18,816
			$	(11,414	)	$	2,110		$	(23,893	)	$	27,809
		Recap of Grand Total:
		Real Estate Groups
		Current	$	(10,642	)	$	11,313		$	(570	)	$	24,287
		Deferred		(5,546	)		(1,456	)		(4,758	)		21,581
				(16,188	)		9,857			(5,328	)		45,868
		Non-Real Estate Groups
		Current		6,253			(8,139	)		(15,110	)		(15,294	)
		Deferred		(1,479	)		392			(3,455	)		(2,765	)
				4,774			(7,747	)		(18,565	)		(18,059	)
		Grand Total	$	(11,414	)	$	2,110		$	(23,893	)	$	27,809

44

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Commercial Group 2008													Residential Group 2008
						Plus													Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata
	Consolidation			Minority		Investments at			Discontinued		Consolidation			Consolidation			Minority		Investments at			Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)
Revenues from real estate operations	$	248,642		$	10,438	$	27,876		$	-	$	266,080		$	75,625		$	5,353	$	51,740		$	-	$	122,012
Exclude straight-line rent adjustment		(6,109	)		-		-			-		(6,109	)		(2	)		-		-			-		(2	)
Adjusted revenues		242,533			10,438		27,876			-		259,971			75,623			5,353		51,740			-		122,010
Operating expenses		123,883			4,278		15,201			-		134,806			44,575			1,173		37,625			-		81,027
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,520			-		-			-		1,520			777			-		-			-		777
Exclude straight-line rent adjustment		(1,587	)		-		-			-		(1,587	)		-			-		-			-		-
Exclude preference payment		(877	)		-		-			-		(877	)		-			-		-			-		-
Adjusted operating expenses		122,939			4,278		15,201			-		133,862			45,352			1,173		37,625			-		81,804
Add interest and other income		1,256			74		977			-		2,159			3,779			62		(444	)		-		3,273
Add equity in earnings of unconsolidated entities		2,227			2		(2,226	)		-		(1	)		2,225			108		(2,305	)		-		(188	)
Remove gain on disposition of equity method rental properties		(200	)		-		200			-		-			-			-		-			-		-
Add back equity method depreciation and amortization expense		3,996			-		(3,996	)		-		-			4,733			-		(4,733	)		-		-
Net operating income		126,873			6,236		7,630			-		128,267			41,008			4,350		6,633			-		43,291
Interest expense		66,540			3,129		7,630			-		71,041			14,196			457		6,604			-		20,343
(Gain) loss on early extinguishment of debt		-			-		-			-		-			-			-		29			-		29
Income tax expense (benefit)		1,334			-		-			-		1,334			(3,253	)		-		-			-		(3,253	)
Minority interest in earnings before depreciation and amortization		3,107			3,107		-			-		-			3,893			3,893		-			-		-
Add: EBDT from discontinued operations		-			-		-			-		-			-			-		-			-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	55,892		$	-	$	-		$	-	$	55,892		$	26,172		$	-	$	-		$	-	$	26,172
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	55,892		$	-	$	-		$	-	$	55,892		$	26,172		$	-	$	-		$	-	$	26,172
Depreciation and amortization - Real Estate Groups		(49,844	)		-		-			-		(49,844	)		(19,668	)		-		-			-		(19,668	)
Amortization of mortgage procurement costs - Real Estate Groups		(2,257	)		-		-			-		(2,257	)		(880	)		-		-			-		(880	)
Deferred taxes - Real Estate Groups		(2,023	)		-		-			-		(2,023	)		(4,052	)		-		-			-		(4,052	)
Straight-line rent adjustment		4,522			-		-			-		4,522			2			-		-			-		2
Preference payment		(877	)		-		-			-		(877	)		-			-		-			-		-
Gain on disposition of rental properties and other investments, net of tax		-			-		122			-		122			-			-		-			-		-
Gain on disposition of equity method rental properties, net of tax		122			-		(122	)		-		-			-			-		-			-		-
Discontinued operations, net of tax and minority interest:
Depreciation and amortization - Real Estate Groups	-				-		-			-		-			-			-		-			-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-			-		-			-			-		-			-		-
Deferred taxes - Real Estate Groups		-			-		-			-		-			-			-		-			-		-
Gain on disposition of rental properties		-			-		-			-		-			-			-		-			-		-
Net earnings (loss)	$	5,535		$	-	$	-		$	-	$	5,535		$	1,574		$	-	$	-		$	-	$	1,574

45

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Land Development Group 2008														The Nets 2008
							Plus													Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation			Consolidation			Minority		Investments at		Discontinued		Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)
Revenues from real estate operations	$	10,263		$	338		$	4,128		$	-	$	14,053		$	-		$	-	$	4,058	$	-	$	4,058
Exclude straight-line rent adjustment		1			-			-			-		1			-			-		-		-		-
Adjusted revenues		10,264			338			4,128			-		14,054			-			-		4,058		-		4,058
Operating expenses		25,323			1,844			2,583			-		26,062			-			-		10,687		-		10,687
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		129			-			-			-		129			-			-		1,390		-		1,390
Exclude straight-line rent adjustment		-			-			-			-		-			-			-				-		-
Exclude preference payment		-			-			-			-		-			-			-		-		-		-
Adjusted operating expenses		25,452			1,844			2,583			-		26,191			-			-		12,077		-		12,077
Add interest and other income		1,676			157			5			-		1,524			-			-		64		-		64
Add equity in earnings of unconsolidated entities		2,209			-			(1,403	)		-		806			(9,859	)		-		9,859		-		-
Remove gain on disposition of equity method rental properties		-			-			-			-		-			-			-		-		-		-
Add back equity method depreciation and amortization expense		58			-			(58	)		-		-			-			-		-		-		-
Net operating income		(11,245	)		(1,349	)		89			-		(9,807	)		(9,859	)		-		1,904		-		(7,955	)
Interest expense		(34	)		31			89			-		24			-			-		1,904		-		1,904
(Gain) loss on early extinguishment of debt		-			-			-			-		-			-			-		-		-		-
Income tax expense (benefit)		3,391			-			-			-		3,391			(3,377	)		-		-		-		(3,377	)
Minority interest in earnings before depreciation and amortization		(1,380	)		(1,380	)		-			-		-			-			-		-		-		-
Add: EBDT from discontinued operations		-			-			-			-		-			-			-		-		-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(13,222	)	$	-		$	-		$	-	$	(13,222	)	$	(6,482	)	$	-	$	-	$	-	$	(6,482	)
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(13,222	)	$	-		$	-		$	-	$	(13,222	)	$	(6,482	)	$	-	$	-	$	-	$	(6,482	)
Depreciation and amortization - Real Estate Groups		(167	)		-			-			-		(167	)		-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		(81	)		-			-			-		(81	)		-			-		-		-		-
Deferred taxes - Real Estate Groups		7,702			-			-			-		7,702			-			-		-		-		-
Straight-line rent adjustment		(1	)		-			-			-		(1	)		-			-		-		-		-
Preference payment		-			-			-			-		-			-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-			-			-		-		-		-
Gain on disposition of equity method rental properties, net of tax		-			-			-			-		-			-			-		-		-		-
Discontinued operations, net of tax and minority interest:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-			-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-			-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-			-			-		-			-			-		-		-		-
Gain on disposition of rental properties		-			-			-			-		-			-			-		-		-		-
Net earnings (loss)	$	(5,769	)	$	-		$	-		$	-	$	(5,769	)	$	(6,482	)	$	-	$	-	$	-	$	(6,482	)

46

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Corporate Activities 2008												Total 2008
						Plus												Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata
	Consolidation			Minority		Investments at		Discontinued		Consolidation			Consolidation			Minority		Investments at			Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)
Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-		$	334,530		$	16,129	$	87,802		$	-	$	406,203
Exclude straight-line rent adjustment		-			-		-		-		-			(6,110	)		-		-			-		(6,110	)
Adjusted revenues		-			-		-		-		-			328,420			16,129		87,802			-		400,093
Operating expenses		7,076			-		-		-		7,076			200,857			7,295		66,096			-		259,658
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		693			-		-		-		693			3,119			-		1,390			-		4,509
Exclude straight-line rent adjustment		-			-		-		-		-			(1,587	)		-		-			-		(1,587	)
Exclude preference payment		-			-		-		-		-			(877	)		-		-			-		(877	)
Adjusted operating expenses		7,769			-		-		-		7,769			201,512			7,295		67,486			-		261,703
Add interest and other income		78			-		-		-		78			6,789			293		602			-		7,098
Add equity in earnings of unconsolidated entities		-			-		-		-		-			(3,198	)		110		3,925			-		617
Remove gain on disposition of equity method rental properties		-			-		-		-		-			(200	)		-		200			-		-
Add back equity method depreciation and amortization expense		-			-		-		-		-			8,787			-		(8,787	)		-		-
Net operating income		(7,691	)		-		-		-		(7,691	)		139,086			9,237		16,256			-		146,105
Interest expense		17,842			-		-		-		17,842			98,544			3,617		16,227			-		111,154
(Gain) loss on early extinguishment of debt		(4,181	)		-		-		-		(4,181	)		(4,181	)		-		29			-		(4,152	)
Income tax expense (benefit)		(3,130	)		-		-		-		(3,130	)		(5,035	)		-		-			-		(5,035	)
Minority interest in earnings before depreciation and amortization		-			-		-		-		-			5,620			5,620		-			-		-
Add: EBDT from discontinued operations		-			-		-		-		-			-			-		-			-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(18,222	)	$	-	$	-	$	-	$	(18,222	)	$	44,138		$	-	$	-		$	-	$	44,138
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(18,222	)	$	-	$	-	$	-	$	(18,222	)	$	44,138		$	-	$	-		$	-	$	44,138
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(69,679	)		-		-			-		(69,679	)
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(3,218	)		-		-			-		(3,218	)
Deferred taxes - Real Estate Groups		4,830			-		-		-		4,830			6,457			-		-			-		6,457
Straight-line rent adjustment		-			-		-		-		-			4,523			-		-			-		4,523
Preference payment		-			-		-		-		-			(877	)		-		-			-		(877	)
Gain on disposition of rental properties and other investments, net of tax		-			-		-		-		-			-			-		122			-		122
Gain on disposition of equity method rental properties, net of tax		-			-		-		-		-			122			-		(122	)		-		-
Discontinued operations, net of tax and minority interest:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			-			-		-			-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			-			-		-			-		-
Deferred taxes - Real Estate Groups		-			-		-		-		-			-			-		-			-		-
Gain on disposition of rental properties		-			-		-		-		-			-			-		-			-		-
Net earnings (loss)	$	(13,392	)	$	-	$	-	$	-	$	(13,392	)	$	(18,534	)	$	-	$	-		$	-	$	(18,534	)

47

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Commercial Group 2008														Residential Group 2008
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata				Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation				Consolidation			Minority		Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	718,949		$	29,351		$	82,172		$	-	$	771,770			$	229,622		$	17,300	$	155,163		$	706		$	368,191
Exclude straight-line rent adjustment		(8,183	)		-			-			-		(8,183	)			(21	)		-		-			-			(21	)
Adjusted revenues		710,766			29,351			82,172			-		763,587				229,601			17,300		155,163			706			368,170
Operating expenses		376,876			10,175			45,228			-		411,929				143,028			11,237		109,983			287			242,061
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		4,630			-			-			-		4,630				2,694			-		-			-			2,694
Exclude straight-line rent adjustment		(4,780	)		-			-			-		(4,780	)			-			-		-			-			-
Exclude preference payment		(2,744	)		-			-			-		(2,744	)			-			-		-			-			-
Adjusted operating expenses		373,982			10,175			45,228			-		409,035				145,722			11,237		109,983			287			244,755
Add interest and other income		7,605			298			2,052			-		9,359				9,956			170		1,499			35			11,320
Add equity in earnings of unconsolidated entities		4,092			(30	)		(4,272	)		-		(150	)			2,937			13		(3,417	)		-			(493	)
Remove gain on disposition of equity method rental properties		(1,081	)		-			1,081			-		-				-			-		-			-			-
Add back provision for decline in real estate of equity method rental properties		1,263			-			(1,263	)		-		-				4,398			-		(4,398	)		-			-
Add back equity method depreciation and amortization expense		11,710			-			(11,710	)		-		-				14,604			-		(14,604	)		-			-
Net operating income		360,373			19,444			22,832			-		363,761				115,774			6,246		24,260			454			134,242
Interest expense		182,982			9,148			22,832			-		196,666				33,578			1,121		24,001			235			56,693
(Gain) loss on early extinguishment of debt		1,479			119			-			-		1,360				3,752			-		51			-			3,803
Income tax expense (benefit)		2,717			-			-			-		2,717				1,122			-		-			(1,119	)		3
Preferred return on disposition		-			-			-			-		-				208			-		(208	)		-			-
Minority interest in earnings before depreciation and amortization		10,177			10,177			-			-		-				5,125			5,125		-			-			-
Add: EBDT from discontinued operations		-			-			-			-		-				1,338			-		-			(1,338	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	163,018		$	-		$	-		$	-	$	163,018			$	73,743		$	-	$	-		$	-		$	73,743
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	163,018		$	-		$	-		$	-	$	163,018			$	73,743		$	-	$	-		$	-		$	73,743
Depreciation and amortization - Real Estate Groups		(155,859	)		-			-			-		(155,859	)			(57,767	)		-		-			(95	)		(57,862	)
Amortization of mortgage procurement costs - Real Estate Groups		(7,303	)		-			-			-		(7,303	)			(2,360	)		-		-			(11	)		(2,371	)
Deferred taxes - Real Estate Groups		(37	)		-			-			-		(37	)			(3,463	)		-		-			(1,163	)		(4,626	)
Straight-line rent adjustment		3,403			-			-			-		3,403				21			-		-			-			21
Preference payment		(2,744	)		-			-			-		(2,744	)			-			-		-			-			-
Preferred return on disposition, net of tax		-			-			-			-		-				(128	)		-		-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		-			-			663			-		663				-			-		-			5,294			5,294
Provision for decline in real estate, net of tax		-			-			(775	)		-		(775	)			-			-		(2,699	)		-			(2,699	)
Gain on disposition of equity method rental properties, net of tax		663			-			(663	)		-		-				-			-		-			-			-
Provision for decline in real estate of equity method rental properties, net of tax		(775	)		-			775			-		-				(2,699	)		-		2,699			-			-
Discontinued operations, net of tax and minority interest:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-				(95	)		-		-			95			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-				(11	)		-		-			11			-
Deferred taxes - Real Estate Groups		-			-			-			-		-				(1,163	)		-		-			1,163			-
Gain on disposition of rental properties		-			-			-			-		-				5,294			-		-			(5,294	)		-
Net earnings (loss)	$	366		$	-		$	-		$	-	$	366			$	11,372		$	-	$	-		$	-		$	11,372

48

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Land Development Group 2008														The Nets 2008
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata				Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation				Consolidation			Minority		Investments at		Discontinued		Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)
Revenues from real estate operations	$	23,844		$	1,044		$	13,158		$	-	$	35,958			$	-		$	-	$	36,651	$	-	$	36,651
Exclude straight-line rent adjustment		2			-			-			-		2				-			-		-		-		-
Adjusted revenues		23,846			1,044			13,158			-		35,960				-			-		36,651		-		36,651
Operating expenses		44,847			2,926			7,916			-		49,837				-			-		48,480		-		48,480
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		412			-			-			-		412				-			-		14,934		-		14,934
Exclude straight-line rent adjustment		-			-			-			-		-				-			-		-		-		-
Exclude preference payment		-			-			-			-		-				-			-		-		-		-
Adjusted operating expenses		45,259			2,926			7,916			-		50,249				-			-		63,414		-		63,414
Add interest and other income		9,714			952			44			-		8,806				-			-		90		-		90
Add equity in earnings of unconsolidated entities		6,429			-			(4,736	)		-		1,693				(31,880	)		-		31,880		-		-
Remove gain on disposition of equity method rental properties		-			-			-			-		-				-			-		-		-		-
Add back provision for decline in real estate of equity method rental properties		-			-			-			-		-				-			-		-		-		-
Add back equity method depreciation and amortization expense		183			-			(183	)		-		-				-			-		-		-		-
Net operating income		(5,087	)		(930	)		367			-		(3,790	)			(31,880	)		-		5,207		-		(26,673	)
Interest expense		(28	)		90			367			-		249				-			-		5,207		-		5,207
(Gain) loss on early extinguishment of debt		-			-			-			-		-				-			-		-		-		-
Income tax expense (benefit)		7,485			-			-			-		7,485				(10,966	)		-		-		-		(10,966	)
Preferred return on disposition		-			-			-			-		-				-			-		-		-		-
Minority interest in earnings before depreciation and amortization		(1,020	)		(1,020	)		-			-		-				-			-		-		-		-
Add: EBDT from discontinued operations		-			-			-			-		-				-			-		-		-		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(11,524	)	$	-		$	-		$	-	$	(11,524	)		$	(20,914	)	$	-	$	-	$	-	$	(20,914	)
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(11,524	)	$	-		$	-		$	-	$	(11,524	)		$	(20,914	)	$	-	$	-	$	-	$	(20,914	)
Depreciation and amortization - Real Estate Groups		(316	)		-			-			-		(316	)			-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		(335	)		-			-			-		(335	)			-			-		-		-		-
Deferred taxes - Real Estate Groups		9,543			-			-			-		9,543				-			-		-		-		-
Straight-line rent adjustment		(2	)		-			-			-		(2	)			-			-		-		-		-
Preference payment		-			-			-			-		-				-			-		-		-		-
Preferred return on disposition, net of tax		-			-			-			-		-				-			-		-		-		-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-				-			-		-		-		-
Provision for decline in real estate, net of tax		(224	)		-			-			-		(224	)			-			-		-		-		-
Gain on disposition of equity method rental properties, net of tax		-			-			-			-		-				-			-		-		-		-
Provision for decline in real estate of equity method rental properties, net of tax		-			-			-			-		-				-			-		-		-		-
Discontinued operations, net of tax and minority interest:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-				-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-				-			-		-		-		-
Deferred taxes - Real Estate Groups		-			-			-			-		-				-			-		-		-		-
Gain on disposition of rental properties		-			-			-			-		-				-			-		-		-		-
Net earnings (loss)	$	(2,858	)	$	-		$	-		$	-	$	(2,858	)		$	(20,914	)	$	-	$	-	$	-	$	(20,914	)

49

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

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

	Corporate Activities 2008												Total 2008
						Plus														Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata				Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority		Investments at		Discontinued		Consolidation				Consolidation			Minority			Investments at			Discontinued			Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)				(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-			$	972,415		$	47,695		$	287,144		$	706		$	1,212,570
Exclude straight-line rent adjustment		-			-		-		-		-				(8,202	)		-			-			-			(8,202	)
Adjusted revenues		-			-		-		-		-				964,213			47,695			287,144			706			1,204,368
Operating expenses		29,872			-		-		-		29,872				594,623			24,338			211,607			287			782,179
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		2,204			-		-		-		2,204				9,940			-			14,934			-			24,874
Exclude straight-line rent adjustment		-			-		-		-		-				(4,780	)		-			-			-			(4,780	)
Exclude preference payment		-			-		-		-		-				(2,744	)		-			-			-			(2,744	)
Adjusted operating expenses		32,076			-		-		-		32,076				597,039			24,338			226,541			287			799,529
Add interest and other income		802			-		-		-		802				28,077			1,420			3,685			35			30,377
Add equity in earnings of unconsolidated entities		-			-		-		-		-				(18,422	)		(17	)		19,455			-			1,050
Remove gain on disposition of equity method rental properties		-			-		-		-		-				(1,081	)		-			1,081			-			-
Add back provision for decline in real estate of equity method rental properties		-			-		-		-		-				5,661			-			(5,661	)		-			-
Add back equity method depreciation and amortization expense		-			-		-		-		-				26,497			-			(26,497	)		-			-
Net operating income		(31,274	)		-		-		-		(31,274	)			407,906			24,760			52,666			454			436,266
Interest expense		47,733			-		-		-		47,733				264,265			10,359			52,407			235			306,548
(Gain) loss on early extinguishment of debt		(4,181	)		-		-		-		(4,181	)			1,050			119			51			-			982
Income tax expense (benefit)		(18,938	)		-		-		-		(18,938	)			(18,580	)		-			-			(1,119	)		(19,699	)
Preferred return on disposition		-			-		-		-		-				208			-			(208	)		-			-
Minority interest in earnings before depreciation and amortization		-			-		-		-		-				14,282			14,282			-			-			-
Add: EBDT from discontinued operations		-			-		-		-		-				1,338			-			-			(1,338	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(55,888	)	$	-	$	-	$	-	$	(55,888	)		$	148,435		$	-		$	-		$	-		$	148,435
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(55,888	)	$	-	$	-	$	-	$	(55,888	)		$	148,435		$	-		$	-		$	-		$	148,435
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				(213,942	)		-			-			(95	)		(214,037	)
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				(9,998	)		-			-			(11	)		(10,009	)
Deferred taxes - Real Estate Groups		715			-		-		-		715				6,758			-			-			(1,163	)		5,595
Straight-line rent adjustment		-			-		-		-		-				3,422			-			-			-			3,422
Preference payment		-			-		-		-		-				(2,744	)		-			-			-			(2,744	)
Preferred return on disposition, net of tax		-			-		-		-		-				(128	)		-			-			-			(128	)
Gain on disposition of rental properties and other investments, net of tax		92			-		-		-		92				92			-			663			5,294			6,049
Provision for decline in real estate, net of tax		-			-		-		-		-				(224	)		-			(3,474	)		-			(3,698	)
Gain on disposition of equity method rental properties, net of tax		-			-		-		-		-				663			-			(663	)		-			-
Provision for decline in real estate of equity method rental properties, net of tax		-			-		-		-		-				(3,474	)		-			3,474			-			-
Discontinued operations, net of tax and minority interest:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-				(95	)		-			-			95			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-				(11	)		-			-			11			-
Deferred taxes - Real Estate Groups		-			-		-		-		-				(1,163	)		-			-			1,163			-
Gain on disposition of rental properties		-			-		-		-		-				5,294			-			-			(5,294	)		-
Net earnings (loss)	$	(55,081	)	$	-	$	-	$	-	$	(55,081	)		$	(67,115	)	$	-		$	-		$	-		$	(67,115	)

50

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three months ended October 31, 2007 (in thousands)

	Commercial Group 2007														Residential Group 2007
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata				Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation				Consolidation			Minority		Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)				(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	239,039		$	11,080		$	30,000		$	-	$	257,959			$	81,170		$	8,979	$	42,850		$	1,002		$	116,043
Exclude straight-line rent adjustment		(8,154	)		-			-			-		(8,154	)			5,005			-		-			-			5,005
Adjusted revenues		230,885			11,080			30,000			-		249,805				86,175			8,979		42,850			1,002			121,048
Operating expenses		121,591			4,455			17,325			-		134,461				55,120			8,249		27,429			(845	)		73,455
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,481			-			-			-		1,481				1,101			-		-			-			1,101
Exclude straight-line rent adjustment		(1,480	)		-			-			-		(1,480	)			-			-		-			-			-
Exclude preference payment		(937	)		-			-			-		(937	)			-			-		-			-			-
Adjusted operating expenses		120,655			4,455			17,325			-		133,525				56,221			8,249		27,429			(845	)		74,556
Add interest and other income		4,888			249			1,351			-		5,990				9,941			10		861			542			11,334
Add equity in earnings of unconsolidated entities		1,487			(10	)		(1,495	)		-		2				1,643			122		(1,760	)		-			(239	)
Add back equity method depreciation and amortization expense		4,168			-			(4,168	)		-		-				5,874			-		(5,874	)		-			-
Net operating income		120,773			6,864			8,363			-		122,272				47,412			862		8,648			2,389			57,587
Interest expense		59,352			2,054			8,363			-		65,661				10,886			348		8,643			296			19,477
Loss on early extinguishment of debt		4,098			429			-			-		3,669				621			-		5			-			626
Income tax expense (benefit)		2,835			-			-			-		2,835				609			-		-			781			1,390
Minority interest in earnings before depreciation and amortization		4,381			4,381			-			-		-				514			514		-			-			-
Add: EBDT from discontinued operations		-			-			-			-		-				1,312			-		-			(1,312	)		-
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	50,107		$	-		$	-		$	-	$	50,107			$	36,094		$	-	$	-		$	-		$	36,094
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	50,107		$	-		$	-		$	-	$	50,107			$	36,094		$	-	$	-		$	-		$	36,094
Depreciation and amortization - Real Estate Groups		(43,465	)		-			-			-		(43,465	)			(15,197	)		-		-			(7	)		(15,204	)
Amortization of mortgage procurement costs - Real Estate Groups		(2,934	)		-			-			-		(2,934	)			(416	)		-		-			(11	)		(427	)
Deferred taxes - Real Estate Groups		(3,670	)		-			-			-		(3,670	)			(5,301	)		-		-			(21	)		(5,322	)
Straight-line rent adjustment		6,674			-			-			-		6,674				(5,005	)		-		-			-			(5,005	)
Preference payment		(937	)		-			-			-		(937	)			-			-		-			-			-
Gain on disposition of rental properties and other investments, net of tax		-			-			-			-		-				-			-		-			(633	)		(633	)
Discontinued operations, net of tax and minority interest:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-				(7	)		-		-			7			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-				(11	)		-		-			11			-
Deferred taxes - Real Estate Groups		-			-			-			-		-				(21	)		-		-			21			-
Loss on disposition of rental properties		-			-			-			-		-				(633	)		-		-			633			-
Net earnings (loss)	$	5,775		$	-		$	-		$	-	$	5,775			$	9,503		$	-	$	-		$	-		$	9,503

51

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three months ended October 31, 2007 (in thousands) (continued)

Land Development Group 2007

The Nets 2007

Plus

Plus

Full

Less

Unconsolidated

Plus

Pro-Rata

Full

Less

Unconsolidated

Plus

Pro-Rata

Consolidation

Minority

Investments at

Discontinued

Consolidation

Consolidation

Minority

Investments at

Discontinued

Consolidation

(GAAP)

Interest

Pro-Rata

Operations

(Non-GAAP)

(GAAP)

Interest

Pro-Rata

Operations

(Non-GAAP)

Revenues from real estate operations

$

13,417

$

619

$

1,689

$

–

$

14,487

$

–

$

–

$

9,467

$

–

$

9,467

Exclude straight-line rent adjustment

1

–

–

–

1

–

–

–

–

–

Adjusted revenues

13,418

619

1,689

–

14,488

–

–

9,467

–

9,467

Operating expenses

12,964

735

1,213

–

13,442

–

–

13,331

–

13,331

Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs

193

–

–

–

193

–

–

3,826

–

3,826

Exclude straight-line rent adjustment

–

–

–

–

–

–

–

–

–

–

Exclude preference payment

–

–

–

–

–

–

–

–

–

–

Adjusted operating expenses

13,157

735

1,213

–

13,635

–

–

17,157

–

17,157

Add interest and other income

2,109

179

54

–

1,984

–

–

41

–

41

Add equity in earnings of unconsolidated entities

(80

)

–

(334

)

–

(414

)

(9,576

)

–

9,576

–

–

Add back equity method depreciation and amortization expense

(8

)

–

8

–

–

–

–

–

–

–

Net operating income

2,282

63

204

–

2,423

(9,576

)

–

1,927

–

(7,649

)

Interest expense

371

112

204

–

463

–

–

1,927

–

1,927

Loss on early extinguishment of debt

–

–

–

–

–

–

–

–

–

–

Income tax expense (benefit)

(4,294

)

–

–

–

(4,294

)

(3,672

)

–

–

–

(3,672

)

Minority interest in earnings before depreciation and amortization

(49

)

(49

)

–

–

–

–

–

–

–

–

Add: EBDT from discontinued operations

–

–

–

–

–

–

–

–

–

–

Earnings before depreciation, amortization and deferred taxes (EBDT)

$

6,254

$

–

$

–

$

–

$

6,254

$

(5,904

)

$

–

$

–

$

–

$

(5,904

)

Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)

$

6,254

$

–

$

–

$

–

$

6,254

$

(5,904

)

$

–

$

–

$

–

$

(5,904

)

Depreciation and amortization – Real Estate Groups

110

–

–

–

110

–

–

–

–

–

Amortization of mortgage procurement costs – Real Estate Groups

(165

)

–

–

–

(165

)

–

–

–

–

–

Deferred taxes – Real Estate Groups

(5,148

)

–

–

–

(5,148

)

–

–

–

–

–

Straight-line rent adjustment

(1

)

–

–

–

(1

)

–

–

–

–

–

Preference payment

–

–

–

–

–

–

–

–

–

–

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

–

–

–

–

–

–

–

–

–

–

Discontinued operations, net of tax and minority interest:

Depreciation and amortization – Real Estate Groups

–

–

–

–

–

–

–

–

–

–

Amortization of mortgage procurement costs – Real Estate Groups

–

–

–

–

–

–

–

–

–

–

Deferred taxes – Real Estate Groups

–

–

–

–

–

–

–

–

–

–

Loss on disposition of rental properties

–

–

–

–

–

–

–

–

–

–

Net earnings (loss)

$

1,050

$

–

$

–

$

–

$

1,050

$

(5,904

)

$

–

$

–

$

–

$

(5,904

)

52

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Three months ended October 31, 2007 (in thousands) (continued)

	Corporate Activities 2007												Total 2007
						Plus												Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority		Investments at		Discontinued		Consolidation			Consolidation			Minority		Investments at			Discontinued			Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	–		$	–	$	–	$	–	$	–		$	333,626		$	20,678	$	84,006		$	1,002		$	397,956
Exclude straight-line rent adjustment		–			–		–		–		–			(3,148	)		–		–			–			(3,148	)
Adjusted revenues		–			–		–		–		–			330,478			20,678		84,006			1,002			394,808
Operating expenses		11,599			–		–		–		11,599			201,274			13,439		59,298			(845	)		246,288
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		636			–		–		–		636			3,411			–		3,826			–			7,237
Exclude straight-line rent adjustment		–			–		–		–		–			(1,480	)		–		–			–			(1,480	)
Exclude preference payment		–			–		–		–		–			(937	)		–		–			–			(937	)
Adjusted operating expenses		12,235			–		–		–		12,235			202,268			13,439		63,124			(845	)		251,108
Add interest and other income		606			–		–		–		606			17,544			438		2,307			542			19,955
Add equity in earnings of unconsolidated entities		–			–		–		–		–			(6,526	)		112		5,987			–			(651	)
Add back equity method depreciation and amortization expense		–			–		–		–		–			10,034			–		(10,034	)		–			–
Net operating income		(11,629	)		–		–		–		(11,629	)		149,262			7,789		19,142			2,389			163,004
Interest expense		17,632			–		–		–		17,632			88,241			2,514		19,137			296			105,160
Loss on early extinguishment of debt		–			–		–		–		–			4,719			429		5			–			4,295
Income tax expense (benefit)		(11,505	)		–		–		–		(11,505	)		(16,027	)		–		–			781			(15,246	)
Minority interest in earnings before depreciation and amortization		–			–		–		–		–			4,846			4,846		–			–			–
Add: EBDT from discontinued operations		–			–		–		–		–			1,312			–		–			(1,312	)		–
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(17,756	)	$	–	$	–	$	–	$	(17,756	)	$	68,795		$	–	$	–		$	–		$	68,795
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(17,756	)	$	–	$	–	$	–	$	(17,756	)	$	68,795		$	–	$	–		$	–		$	68,795
Depreciation and amortization – Real Estate Groups		–			–		–		–		–			(58,552	)		–		–			(7	)		(58,559	)
Amortization of mortgage procurement costs – Real Estate Groups		–			–		–		–		–			(3,515	)		–		–			(11	)		(3,526	)
Deferred taxes – Real Estate Groups		(3,548	)		–		–		–		(3,548	)		(17,667	)		–		–			(21	)		(17,688	)
Straight-line rent adjustment		–			–		–		–		–			1,668			–		–			–			1,668
Preference payment		–			–		–		–		–			(937	)		–		–			–			(937	)
Gain on disposition of rental properties and other investments, net of tax		106			–		–		–		106			106			–		–			(633	)		(527	)
Discontinued operations, net of tax and minority interest:
Depreciation and amortization – Real Estate Groups		–			–		–		–		–			(7	)		–		–			7			–
Amortization of mortgage procurement costs – Real Estate Groups		–			–		–		–		–			(11	)		–		–			11			–
Deferred taxes – Real Estate Groups		–			–		–		–		–			(21	)		–		–			21			–
Loss on disposition of rental properties		–			–		–		–		–			(633	)		–		–			633			–
Net earnings (loss)	$	(21,198	)	$	–	$	–	$	–	$	(21,198	)	$	(10,774	)	$	–	$	–		$	–		$	(10,774	)

53

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2007 (in thousands)

	Commercial Group 2007														Residential Group 2007
							Plus													Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority			Investments at			Discontinued		Consolidation			Consolidation			Minority		Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	652,792		$	34,763		$	88,293		$	–	$	706,322		$	198,029		$	14,763	$	142,989		$	25,601		$	351,856
Exclude straight-line rent adjustment		(21,133	)		–			–			–		(21,133	)		4,983			–		–			–			4,983
Adjusted revenues		631,659			34,763			88,293			–		685,189			203,012			14,763		142,989			25,601			356,839
Operating expenses		336,486			10,084			48,378			–		374,780			136,824			12,085		95,238			19,885			239,862
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		3,575			–			–			–		3,575			1,710			–		–			–			1,710
Exclude straight-line rent adjustment		(6,860	)		–			–			–		(6,860	)		–			–		–			–			–
Exclude preference payment		(2,771	)		–			–			–		(2,771	)		–			–		–			–			–
Adjusted operating expenses		330,430			10,084			48,378			–		368,724			138,534			12,085		95,238			19,885			241,572
Add interest and other income		15,121			913			2,294			–		16,502			25,570			31		6,652			751			32,942
Add equity in earnings of unconsolidated entities		6,700			(28	)		(6,748	)		–		(20	)		8,270			724		(8,479	)		–			(933	)
Remove gain on disposition of equity method rental properties		–			–			–			–		–			(2,106	)		–		2,106			–			–
Add back equity method depreciation and amortization expense		11,721			–			(11,721	)		–		–			16,930			–		(16,930	)		–			–
Net operating income		334,771			25,564			23,740			–		332,947			113,142			3,433		31,100			6,467			147,276
Interest expense		150,454			9,510			23,703			–		164,647			36,117			1,636		25,639			3,904			64,024
Loss on early extinguishment of debt		7,127			1,250			37			–		5,914			1,776			–		427			363			2,566
Income tax expense (benefit)		7,416			–			–			–		7,416			7,592			–		–			(1,567	)		6,025
Preferred return on disposition		–			–			–			–		–			5,034			–		(5,034	)		–			–
Minority interest in earnings before depreciation and amortization		14,804			14,804			–			–		–			1,797			1,797		–			–			–
Add: EBDT from discontinued operations		–			–			–			–		–			3,767			–		–			(3,767	)		–
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	154,970		$	–		$	–		$	–	$	154,970		$	74,661		$	–	$	–		$	–		$	74,661
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	154,970		$	–		$	–		$	–	$	154,970		$	74,661		$	–	$	–		$	–		$	74,661
Depreciation and amortization – Real Estate Groups		(131,811	)		–			–			–		(131,811	)		(51,622	)		–		–			(1,941	)		(53,563	)
Amortization of mortgage procurement costs – Real Estate Groups		(7,049	)		–			–			–		(7,049	)		(2,402	)		–		–			(80	)		(2,482	)
Deferred taxes – Real Estate Groups		(7,284	)		–			–			–		(7,284	)		97			–		–			(1,636	)		(1,539	)
Straight-line rent adjustment		14,273			–			–			–		14,273			(4,983	)		–		–			–			(4,983	)
Preference payment		(2,771	)		–			–			–		(2,771	)		–			–		–			–			–
Preferred return on disposition, net of tax		–			–			–			–		–			(3,089	)		–		–			–			(3,089	)
Gain on disposition of rental properties and other investments, net of tax		–			–			–			–		–			–			–		1,292			64,604			65,896
Gain on disposition of equity method rental properties, net of tax		–			–			–			–		–			1,292			–		(1,292	)		–			–
Discontinued operations, net of tax and minority interest:
Depreciation and amortization – Real Estate Groups		–			–			–			–		–			(1,941	)		–		–			1,941			–
Amortization of mortgage procurement costs – Real Estate Groups		–			–			–			–		–			(80	)		–		–			80			–
Deferred taxes – Real Estate Groups		–			–			–			–		–			(1,636	)		–		–			1,636			–
Gain on disposition of rental properties		–			–			–			–		–			64,604			–		–			(64,604	)		–
Net earnings (loss)	$	20,328		$	–		$	–		$	–	$	20,328		$	74,901		$	–	$	–		$	–		$	74,901

54

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2007 (in thousands) (continued)

Land Development Group 2007

The Nets 2007

Plus

Plus

Full

Less

Unconsolidated

Plus

Pro-Rata

Full

Less

Unconsolidated

Plus

Pro-Rata

Consolidation

Minority

Investments at

Discontinued

Consolidation

Consolidation

Minority

Investments at

Discontinued

Consolidation

(GAAP)

Interest

Pro-Rata

Operations

(Non-GAAP)

(GAAP)

Interest

Pro-Rata

Operations

(Non-GAAP)

Revenues from real estate operations

$

38,756

$

1,797

$

10,473

$

–

$

47,432

$

–

$

–

$

15,473

$

–

$

15,473

Exclude straight-line rent adjustment

2

–

–

–

2

–

–

–

–

–

Adjusted revenues

38,758

1,797

10,473

–

47,434

–

–

15,473

–

15,473

Operating expenses

39,042

1,918

7,148

–

44,272

–

–

21,487

–

21,487

Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs

286

–

–

–

286

–

–

6,376

–

6,376

Exclude straight-line rent adjustment

–

–

–

–

–

–

–

–

–

–

Exclude preference payment

–

–

–

–

–

–

–

–

–

–

Adjusted operating expenses

39,328

1,918

7,148

–

44,558

–

–

27,863

–

27,863

Add interest and other income

10,087

918

148

–

9,317

–

–

64

–

64

Add equity in earnings of unconsolidated entities

2,691

–

(2,900

)

–

(209

)

(15,053

)

–

15,015

–

(38

)

Remove gain on disposition of equity method rental properties

–

–

–

–

–

–

–

–

–

–

Add back equity method depreciation and amortization expense

170

–

(170

)

–

–

–

–

–

–

–

Net operating income

12,378

797

403

–

11,984

(15,053

)

–

2,689

–

(12,364

)

Interest expense

2,745

239

403

–

2,909

–

–

2,689

–

2,689

Loss on early extinguishment of debt

–

–

–

–

–

–

–

–

–

–

Income tax expense (benefit)

2,040

–

–

–

2,040

(5,680

)

–

–

–

(5,680

)

Preferred return on disposition

–

–

–

–

–

–

–

–

–

–

Minority interest in earnings before depreciation and amortization

558

558

–

–

–

–

–

–

–

–

Add: EBDT from discontinued operations

–

–

–

–

–

–

–

–

–

–

Earnings before depreciation, amortization and deferred taxes (EBDT)

$

7,035

$

–

$

–

$

–

$

7,035

$

(9,373

)

$

–

$

–

$

–

$

(9,373

)

Reconciliation to net earnings:

Earnings before depreciation, amortization and deferred taxes (EBDT)

$

7,035

$

–

$

–

$

–

$

7,035

$

(9,373

)

$

–

$

–

$

–

$

(9,373

)

Depreciation and amortization – Real Estate Groups

(184

)

–

–

–

(184

)

–

–

–

–

–

Amortization of mortgage procurement costs – Real Estate Groups

(452

)

–

–

–

(452

)

–

–

–

–

–

Deferred taxes – Real Estate Groups

(1,487

)

–

–

–

(1,487

)

–

–

–

–

–

Straight-line rent adjustment

(2

)

–

–

–

(2

)

–

–

–

–

–

Preference payment

–

–

–

–

–

–

–

–

–

–

Preferred return on disposition, net of tax

–

–

–

–

–

–

–

–

–

–

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

–

–

–

–

–

–

–

–

–

–

Gain on disposition of equity method rental properties, net of tax

–

–

–

–

–

–

–

–

–

–

Discontinued operations, net of tax and minority interest:

Depreciation and amortization – Real Estate Groups

–

–

–

–

–

–

–

–

–

–

Amortization of mortgage procurement costs – Real Estate Groups

–

–

–

–

–

–

–

–

–

–

Deferred taxes – Real Estate Groups

–

–

–

–

–

–

–

–

–

–

Gain on disposition of rental properties

–

–

–

–

–

–

–

–

–

–

Net earnings (loss)

$

4,910

$

–

$

–

$

–

$

4,910

$

(9,373

)

$

–

$

–

$

–

$

(9,373

)

55

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) — Nine Months Ended October 31, 2007 (in thousands) (continued)

	Corporate Activities 2007												Total 2007
						Plus												Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less		Unconsolidated			Plus			Pro-Rata
	Consolidation			Minority		Investments at		Discontinued		Consolidation			Consolidation			Minority		Investments at			Discontinued			Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)
Revenues from real estate operations	$	–		$	–	$	–	$	–	$	–		$	889,577		$	51,323	$	257,228		$	25,601		$	1,121,083
Exclude straight-line rent adjustment		–			–		–		–		–			(16,148	)		–		–			–			(16,148	)
Adjusted revenues		–			–		–		–		–			873,429			51,323		257,228			25,601			1,104,935
Operating expenses		34,700			–		–		–		34,700			547,052			24,087		172,251			19,885			715,101
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		1,859			–		–		–		1,859			7,430			–		6,376			–			13,806
Exclude straight-line rent adjustment		–			–		–		–		–			(6,860	)		–		–			–			(6,860	)
Exclude preference payment		–			–		–		–		–			(2,771	)		–		–			–			(2,771	)
Adjusted operating expenses		36,559			–		–		–		36,559			544,851			24,087		178,627			19,885			719,276
Add interest and other income		1,588			–		–		–		1,588			52,366			1,862		9,158			751			60,413
Add equity in earnings of unconsolidated entities		–			–		–		–		–			2,608			696		(3,112	)		–			(1,200	)
Remove gain on disposition of equity method rental properties		–			–		–		–		–			(2,106	)		–		2,106			–			–
Add back equity method depreciation and amortization expense		–			–		–		–		–			28,821			–		(28,821	)		–			–
Net operating income		(34,971	)		–		–		–		(34,971	)		410,267			29,794		57,932			6,467			444,872
Interest expense		48,432			–		–		–		48,432			237,748			11,385		52,434			3,904			282,701
Loss on early extinguishment of debt		–			–		–		–		–			8,903			1,250		464			363			8,480
Income tax expense (benefit)		(30,640	)		–		–		–		(30,640	)		(19,272	)		–		–			(1,567	)		(20,839	)
Preferred return on disposition		–			–		–		–		–			5,034			–		(5,034	)		–			–
Minority interest in earnings before depreciation and amortization		–			–		–		–		–			17,159			17,159		–			–			–
Add: EBDT from discontinued operations		–			–		–		–		–			3,767			–		–			(3,767	)		–
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(52,763	)	$	–	$	–	$	–	$	(52,763	)	$	174,530		$	–	$	–		$	–		$	174,530
Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(52,763	)	$	–	$	–	$	–	$	(52,763	)	$	174,530		$	–	$	–		$	–		$	174,530
Depreciation and amortization – Real Estate Groups		–			–		–		–		–			(183,617	)		–		–			(1,941	)		(185,558	)
Amortization of mortgage procurement costs – Real Estate Groups		–			–		–		–		–			(9,903	)		–		–			(80	)		(9,983	)
Deferred taxes – Real Estate Groups		1,447			–		–		–		1,447			(7,227	)		–		–			(1,636	)		(8,863	)
Straight-line rent adjustment		–			–		–		–		–			9,288			–		–			–			9,288
Preference payment		–			–		–		–		–			(2,771	)		–		–			–			(2,771	)
Preferred return on disposition, net of tax		–			–		–		–		–			(3,089	)		–		–			–			(3,089	)
Gain on disposition of rental properties and other investments, net of tax		370			–		–		–		370			370			–		1,292			64,604			66,266
Gain on disposition of equity method rental properties, net of tax		–			–		–		–		–			1,292			–		(1,292	)		–			–
Discontinued operations, net of tax and minority interest:
Depreciation and amortization – Real Estate Groups		–			–		–		–		–			(1,941	)		–		–			1,941			–
Amortization of mortgage procurement costs – Real Estate Groups		–			–		–		–		–			(80	)		–		–			80			–
Deferred taxes – Real Estate Groups		–			–		–		–		–			(1,636	)		–		–			1,636			–
Gain on disposition of rental properties		–			–		–		–		–			64,604			–		–			(64,604	)		–
Net earnings (loss)	$	(50,946	)	$	–	$	–	$	–	$	(50,946	)	$	39,820		$	–	$	–		$	–		$	39,820

56