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

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8-K - FORM 8-K - FOREST CITY ENTERPRISES INC	l42825e8vk.htm

Exhibit 99.1

Forest City Enterprises, Inc.

Supplemental Package

Three Months Ended April 30, 2011 and 2010

Forest City Enterprises, Inc. and Subsidiaries
Three Months Ended April 30, 2011 and 2010

Supplemental Package

NYSE: FCEA, FCEB

Index


Corporate Overview			2-3

Selected Financial Information
Forest City Enterprises, Inc.
Consolidated Balance Sheet Information			4-7
Consolidated Earnings Information			8-9

Supplemental Operating Information
Occupancy Data			10
Comparable Net Operating Income (NOI)			11
Comparable NOI Detail			12
NOI By Product Type			13
NOI By Core Market			14
Reconciliation of NOI to Net Earnings (Loss)			15
Results of Operations Discussion			16-17
EBDT Bridge			18
Reconciliation of Net Earnings (Loss) to EBDT			19-20
Schedules of Lease Expirations			21-22
Schedules of Significant Tenants			23-24
Development Pipeline			25-31

Supplemental Financial Information
Projects under Construction and Development Debt and Non-Recourse Debt			32
Scheduled Maturities Table			33-34
Investments in Unconsolidated Entities			35-36
Summary of EBDT			37-42

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, 2011 and other factors that might cause differences, some of which could be material, include, but are not limited to, the impact of current lending and capital market conditions on our liquidity, ability to finance or refinance projects and repay our debt, the impact of the current economic environment on the ownership, development and management of our real estate portfolio, general real estate investment and development risks, vacancies in our properties, further downturns in the housing market, competition, illiquidity of real estate investments, bankruptcy or defaults of tenants, anchor store consolidations or closings, international activities, the impact of terrorist acts, risks associated with an investment in a professional sports team, our substantial debt leverage and the ability to obtain and service debt, the impact of restrictions imposed by our credit facility and senior debt, exposure to hedging agreements, the level and volatility of interest rates, the continued availability of tax-exempt government financing, the impact of credit rating downgrades, effects of uninsured or underinsured losses, effects of a downgrade or failure of our insurance carriers, environmental liabilities, conflicts of interest, risks associated with the sale of tax credits, risks associated with developing and managing properties in partnership with others, the ability to maintain effective internal controls, compliance with governmental regulations, increased legislative and regulatory scrutiny of the financial services industry, volatility in the market price of our publicly traded securities, inflation risks, litigation risks, as well as other risks listed from time to time in our reports filed with the Securities and Exchange Commission. We have no obligation to revise or update any forward-looking statements, other than imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

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

Corporate Overview

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

We have approximately $11.5 billion of assets in 27 states and the District of Columbia at April 30, 2011. Our core markets include Boston, the state of California, Chicago, Denver, New York City/Philadelphia metropolitan area and the Greater Washington, D.C./Baltimore metropolitan area. Our core markets account for approximately 76 percent of the cost of our real estate portfolio at April 30, 2011. We have offices in Albuquerque, Boston, Chicago, Dallas, Denver, London (England), Los Angeles, New York City, San Francisco, Washington, D.C. and our corporate headquarters in Cleveland, Ohio.

SUPPLEMENTAL FINANCIAL AND OPERATING INFORMATION

We recommend that this supplemental package be read in conjunction with our Form 10-Q for the three months ended April 30, 2011. 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, 2011 on pages 63-74.

EBDT

We believe that EBDT, along with net earnings, provides additional information about our core operations. While property dispositions, acquisitions or other factors can affect net earnings in the short-term, we believe EBDT presents a more consistent view of the overall financial performance of our business from period-to-period. EBDT is used by the chief operating decision maker and management to assess performance and resource allocations by strategic business unit and on a consolidated basis. EBDT is similar to Funds From Operations, a measure of performance used by publicly traded Real Estate Investment Trusts, but may not be directly comparable to similarly titled measures reported by other companies. For additional discussion of EBDT as well as a reconciliation of net earnings (loss) to EBDT see pages 17-20.

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

Supplemental Operating Information

The operating information contained in this document includes: occupancy data, comparable NOI, NOI by product type and core market, reconciliation of NOI to net earnings (loss), results of operations discussion, EBDT bridge, reconciliation of net earnings (loss) to EBDT, retail and office lease expirations, significant retail and office tenants, and our development pipeline. We believe this information will give interested parties a better understanding and more information about our operating performance. The term “comparable,” which is used throughout this document, is generally defined as including properties that were open and operated in both the three months ended April 30, 2011 and 2010.

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 on pages 16-17), is used to assess operating performance and resource allocation of our strategic business units. While property dispositions, acquisitions or other factors can impact net earnings in the short term, we believe comparable NOI gives a more consistent view of our overall performance from quarter-to-quarter and year-to-year. A reconciliation of NOI to net earnings (loss), the most comparable financial measure calculated in accordance with GAAP and a reconciliation of NOI to net earnings (loss) for each strategic business unit are provided on page 15 and 37-42 of this document. A reconciliation from NOI to comparable NOI can be found on page 12.

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

Annual Report on Form 10-K

A copy of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission for the fiscal year ended January 31, 2011 can be found on our website under SEC Filings or may be obtained without charge upon written request to:

Thomas T. Kmiecik
Assistant Treasurer
tomkmiecik@forestcity.net

Website
www.forestcity.net

The information contained on this website is not incorporated herein by reference and does not constitute a part of this supplemental package.

Investor Relations
Robert G. O’Brien
Executive Vice President and Chief Financial Officer

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

Stock Exchange Listing
NYSE: FCEA and FCEB

Dividend Reinvestment and Stock Purchase Plan

We offer our shareholders the opportunity to purchase additional shares of common stock through the Forest City Enterprises, Inc. Dividend Reinvestment and Stock Purchase Plan (the “Plan”) at 97% of current market value. You may obtain a copy of the Plan prospectus and an enrollment card by contacting Wells Fargo Shareowner Services at (800) 468-9716 or by visiting www.shareowneronline.com.

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Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

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

Consolidated Balance Sheet Information – April 30, 2011 (Unaudited)

Plus

Full

Less

Unconsolidated

Pro-Rata

Consolidation

Noncontrolling

Investments at

Consolidation

(GAAP)

Interest

Pro-Rata

(Non-GAAP)

(in thousands)

Assets

Real Estate

Completed rental properties

Residential

1,869,100

83,844

790,922

2,576,178

Commercial

Retail centers

2,440,807

98,914

1,171,069

3,512,962

Office and other buildings

3,244,743

219,581

378,811

3,403,973

Corporate and other equipment

9,867

9,868

Total completed rental properties

7,564,517

402,339

2,340,803

9,502,981

Projects under construction

Residential

606,120

164,028

3,653

445,745

Commercial

Retail centers

745,750

749

9,966

754,967

Office and other buildings

356,233

237,603

3,089

121,719

Total projects under construction

1,708,103

402,380

16,708

1,322,431

Projects under development

Residential

718,573

234,588

6,063

490,048

Commercial

Retail centers

34,067

100

10,891

44,858

Office and other buildings

226,269

14,422

6,804

218,651

Total projects under development

978,909

249,110

23,758

753,557

Total projects under construction and development

2,687,012

651,490

40,466

2,075,988

Land held for development or sale

257,591

21,298

97,894

334,187

Total Real Estate

10,509,120

1,075,127

2,479,163

11,913,156

Less accumulated depreciation

(1,470,762

)

(57,258

)

(498,359

)

(1,911,863

)

Real Estate, net

9,038,358

1,017,869

1,980,804

10,001,293

Cash and equivalents

204,641

14,628

51,675

241,688

Restricted cash and escrowed funds

624,575

201,418

83,361

506,518

Notes and accounts receivable, net

405,833

19,552

168,029

554,310

Investments in and advances to affiliates

478,215

(277,388

)

(469,263

)

286,340

Lease and mortgage procurement costs, net

335,640

28,762

40,453

347,331

Prepaid expenses and other deferred costs, net

252,465

44,590

20,783

228,658

Intangible assets, net

115,023

10,584

125,602

Total Assets

11,454,750

1,049,436

1,886,426

12,291,740

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet Information – April 30, 2011 (Unaudited)

Plus

Full

Less

Unconsolidated

Pro-Rata

Consolidation

Noncontrolling

Investments at

Consolidation

(GAAP)

Interest

Pro-Rata

(Non-GAAP)

(in thousands)

Liabilities and Equity

Liabilities

Mortgage debt and notes payable, nonrecourse

Completed rental properties

Residential

1,269,026

71,900

682,519

1,879,645

Commercial

Retail centers

1,761,005

101,799

915,923

2,575,129

Office and other buildings

2,356,443

206,981

294,171

2,443,633

Total completed rental properties

5,386,474

380,680

1,892,613

6,898,407

Projects under construction

Residential

543,500

150,723

392,777

Commercial

Retail centers

390,474

Office and other buildings

84,437

61,777

22,660

Total projects under construction

1,018,411

212,500

805,911

Projects under development

Residential

135,001

52,782

82,219

Commercial

Retail centers

Office and other buildings

41,900

4,190

2,887

40,597

Total projects under development

176,901

56,972

2,887

122,816

Total projects under construction and development

1,195,312

269,472

2,887

928,727

Land held for development or sale

56,722

5,221

30,943

82,444

Total Mortgage debt and notes payable, nonrecourse

6,638,508

655,373

1,926,443

7,909,578

Bank revolving credit facility

81,427

Senior and subordinated debt

774,240

Construction payables

180,497

52,974

2,953

130,476

Operating accounts payable and accrued expenses

630,560

30,121

152,013

752,452

Accrued derivative liability

141,391

11,954

153,312

Deferred profit on New York retail joint venture transaction

115,388

Total Accounts payable and accrued expenses

1,067,836

83,128

166,920

1,151,628

Cash distributions and losses in excess of investments in unconsolidated investments

273,006

(49,653

)

(206,937

)

115,722

Deferred income taxes

494,953

Total Liabilities

9,329,970

688,848

1,886,426

10,527,548

Redeemable Noncontrolling Interest

226,782

Equity

Shareholders’ Equity

Shareholders’ equity before accumulated other comprehensive loss

1,672,875

Accumulated other comprehensive loss

(94,704

)

(94,704

)

Total Shareholders’ Equity

1,578,171

Noncontrolling interest

319,827

133,806

186,021

Total Equity

1,897,998

133,806

1,764,192

Total Liabilities and Equity

11,454,750

1,049,436

1,886,426

12,291,740

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet Information – January 31, 2011 (Unaudited)



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

Assets
Real Estate
Completed rental properties
Residential	$	1,664,490		$	26,028		$	826,356		$	2,464,818
Commercial
Retail centers		3,226,717			113,193			718,593			3,832,117
Office and other buildings		3,314,371			253,604			378,863			3,439,630
Corporate and other equipment		9,847			-			1			9,848

Total completed rental properties		8,215,425			392,825			1,923,813			9,746,413

Projects under construction
Residential		771,245			213,988			3,642			560,899
Commercial
Retail centers		703,397			532			50,220			753,085
Office and other buildings		297,069			199,241			1,981			99,809

Total projects under construction		1,771,711			413,761			55,843			1,413,793
Projects under development
Residential		687,125			222,514			6,063			470,674
Commercial
Retail centers		17,837			99			10,890			28,628
Office and other buildings		229,562			58,830			6,807			177,539

Total projects under development		934,524			281,443			23,760			676,841

Total projects under construction and development		2,706,235			695,204			79,603			2,090,634
Land held for development or sale		244,879			18,683			115,607			341,803

Total Real Estate		11,166,539			1,106,712			2,119,023			12,178,850
Less accumulated depreciation		(1,614,399	)		(63,987	)		(424,331	)		(1,974,743	)

Real Estate, net		9,552,140			1,042,725			1,694,692			10,204,107

Cash and equivalents		193,372			13,979			48,583			227,976
Restricted cash and escrowed funds		720,180			240,709			78,890			558,361
Notes and accounts receivable, net		403,101			20,329			86,729			469,501
Investments in and advances to affiliates		431,509			(278,671	)		(323,995	)		386,185
Lease and mortgage procurement costs, net		356,804			30,171			33,025			359,658
Prepaid expenses and other deferred costs, net		266,689			44,536			10,443			232,596
Intangible assets, net		135,906			5			1,289			137,190


Total Assets	$	12,059,701		$	1,113,783		$	1,629,656		$	12,575,574

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Balance Sheet Information – January 31, 2011 (Unaudited)



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

	(in thousands)

Liabilities and Equity
Liabilities
Mortgage debt and notes payable, nonrecourse
Completed rental properties
Residential	$	1,110,095		$	18,998		$	709,846		$	1,800,943
Commercial
Retail centers		2,322,539			120,042			655,162			2,857,659
Office and other buildings		2,346,189			219,327			295,641			2,422,503

Total completed rental properties		5,778,823			358,367			1,660,649			7,081,105

Projects under construction
Residential		717,700			203,681			-			514,019
Commercial
Retail centers		379,363			-			-			379,363
Office and other buildings		82,157			60,108			-			22,049

Total projects under construction		1,179,220			263,789			-			915,431
Projects under development
Residential		155,890			61,760			-			94,130
Commercial
Retail centers		-			-			-			-
Office and other buildings		42,200			16,880			2,887			28,207

Total projects under development		198,090			78,640			2,887			122,337

Total projects under construction and development		1,377,310			342,429			2,887			1,037,768
Land held for development or sale		51,085			3,500			49,831			97,416

Total Mortgage debt and notes payable, nonrecourse		7,207,218			704,296			1,713,367			8,216,289
Bank revolving credit facility		137,152			-			-			137,152
Senior and subordinated debt		773,683			-			-			773,683

Construction payables		179,601			44,490			4,670			139,781
Operating accounts payable and accrued expenses		737,854			28,443			105,075			814,486
Accrued derivative liability		156,587			3,327			15,163			168,423

Total Accounts payable and accrued expenses		1,074,042			76,260			124,908			1,122,690
Cash distributions and losses in excess of investments in unconsolidated investments		290,492			(38,493	)		(208,619	)		120,366

Deferred income taxes		489,974			-			-			489,974

Total Liabilities		9,972,561			742,063			1,629,656			10,860,154

Redeemable Noncontrolling Interest		226,829			226,829			-			-

Equity
Shareholders’ Equity
Shareholders’ equity before accumulated other comprehensive loss		1,623,828			-			-			1,623,828
Accumulated other comprehensive loss		(94,429	)		-			-			(94,429	)

Total Shareholders’ Equity		1,529,399			-			-			1,529,399

Noncontrolling interest		330,912			144,891			-			186,021


Total Equity		1,860,311			144,891			-			1,715,420


Total Liabilities and Equity	$	12,059,701		$	1,113,783		$	1,629,656		$	12,575,574

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Earnings Information – Three Months Ended April 30, 2011 (Unaudited)



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

	(in thousands)

Revenues from real estate operations	$	316,881		$	17,240		$	82,714		$	1,293		$	383,648

Expenses
Operating expenses		165,688			8,967			37,684			1,247			195,652
Depreciation and amortization		58,391			2,550			13,690			-			69,531
Impairment of real estate		4,835			-			-			-			4,835

		228,914			11,517			51,374			1,247			270,018


Interest expense		(67,994	)		(4,455	)		(23,107	)		(46	)		(86,692	)
Amortization of mortgage procurement costs		(3,449	)		(435	)		(618	)		-			(3,632	)
Loss on early extinguishment of debt		(296	)		(4	)		-			-			(292	)

Interest and other income		15,507			(140	)		117			-			15,764
Net gain on disposition of rental properties and partial interests in rental properties		9,561			-			12,567			10,038			32,166


Earnings before income taxes		41,296			689			20,299			10,038			70,944


Income tax expense
Current		17,060			-			-			1,151			18,211
Deferred		1,252			-			-			3,561			4,813

		18,312			-			-			4,712			23,024


Equity in earnings (loss) of unconsolidated entities, including impairment		19,994			48			(20,299	)		-			(353	)


Earnings from continuing operations		42,978			737			-			5,326			47,567

Discontinued operations, net of tax:
Gain on disposition of rental properties		5,719			393			-			(5,326	)		-

		5,719			393			-			(5,326	)		-


Net earnings		48,697			1,130			-			-			47,567

Noncontrolling Interests

Earnings from continuing operations attributable to noncontrolling interests		(737	)		(737	)		-			-			-
Earnings from discontinued operations attributable to noncontrolling interests		(393	)		(393	)		-			-			-

		(1,130	)		(1,130	)		-			-			-


Net earnings attributable to Forest City Enterprises, Inc.	$	47,567		$	-		$	-		$	-		$	47,567


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

Net earnings attributable to Forest City Enterprises, Inc. common shareholders	$	43,717		$	-		$	-		$	-		$	43,717

Forest City Enterprises, Inc. and Subsidiaries
Selected Financial Information

Consolidated Earnings Information – Three Months Ended April 30, 2010 (Unaudited)



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

	(in thousands)

Revenues from real estate operations	$	271,460		$	13,092		$	73,473		$	10,184		$	342,025

Expenses
Operating expenses		155,291			6,363			53,636			5,647			208,211
Depreciation and amortization		60,071			1,785			12,246			1,868			72,400
Impairment of real estate		-			-			12,899			-			12,899

		215,362			8,148			78,781			7,515			293,510


Interest expense		(81,118	)		(5,133	)		(19,956	)		(1,850	)		(97,791	)
Amortization of mortgage procurement costs		(2,612	)		(89	)		(553	)		(55	)		(3,131	)
Gain on early extinguishment of debt		6,297			-			-			-			6,297

Interest and other income		6,814			899			14,816			3			20,734
Net gain on disposition of rental properties and partial interests in rental properties		866			-			48			-			914


Earnings (loss) before income taxes		(13,655	)		621			(10,953	)		767			(24,462	)


Income tax expense (benefit)
Current		6,619			-			-			130			6,749
Deferred		(15,542	)		-			-			166			(15,376	)

		(8,923	)		-			-			296			(8,627	)


Equity in earnings (loss) of unconsolidated entities, including impairment		(17,124	)		(6,444	)		10,953			-			273


Earnings (loss) from continuing operations		(21,856	)		(5,823	)		-			471			(15,562	)

Discontinued operations, net of tax:
Operating earnings from rental properties		492			21			-			(471	)		-


Net loss		(21,364	)		(5,802	)		-			-			(15,562	)

Noncontrolling Interests
Loss from continuing operations attributable to noncontrolling interests		5,823			5,823			-			-			-
Earnings from discontinued operations attributable to noncontrolling interests		(21	)		(21	)		-			-			-

		5,802			5,802			-			-			-


Net loss attributable to Forest City Enterprises, Inc.	$	(15,562	)	$	-		$	-		$	-		$	(15,562	)


Preferred dividends		-			-			-			-			-

Net loss attributable to Forest City Enterprises, Inc. common shareholders	$	(15,562	)	$	-		$	-		$	-		$	(15,562	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Occupancy Data - April 30, 2011 and 2010

Retail and office occupancy as of April 30, 2011 and 2010 is based on square feet leased at the end of the fiscal quarter. Average Occupancy Year-to-Date as of April 30, 2011 and 2010 for retail and office is calculated by dividing the sum of leased square feet at the beginning and end of the period by two. Residential occupancy as of April 30, 2011 and 2010 represents total units occupied divided by total units available. Average Occupancy as of April 30, 2011 and 2010 for residential is calculated by dividing gross potential rent less vacancy by gross potential rent. Average Daily Rate (“ADR”) is calculated by dividing revenue by the number of rooms sold for the three months ended April 30, 2011 and 2010.

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
	April 30, 2011				April 30, 2011			April 30, 2010				April 30, 2010

Retail
Comparable		91.2	%			91.2	%		89.7	%			89.9	%
Total		91.1	%			91.1	%		88.4	%			88.6	%
Office
Comparable		90.7	%			90.0	%		90.6	%			90.7	%
Total		89.6	%			88.7	%		89.7	%			89.7	%
Residential ⁽¹⁾
Comparable		94.3	%			95.4	%		92.7	%			93.4	%
Total		93.4	%			92.4	%		91.1	%			90.8	%
Hotels
Comparable and Total						56.9	%						61.0	%
Comparable and Total ADR				$		145.29					$	135.43

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


Occupancy Recap of Quarterly Supplemental Packages
	Occupancy As of																Average Occupancy Year-to-Date
	April 30,			January 31,			October 31,			July 31,			April 30,				April 30,				January 31,				October 31,				July 31,				April 30,
	2011			2011			2010			2010			2010				2011				2011				2010				2010				2010

Retail
Comparable		91.2	%		91.2	%		90.6	%		90.9	%		89.7	%			91.2	%			90.7	%			90.4	%			90.5	%			90.0	%
Total		91.1	%		91.2	%		90.4	%		90.7	%		88.4	%			91.1	%			90.0	%			89.6	%			89.7	%			88.6	%
Office
Comparable		90.7	%		88.4	%		90.5	%		90.0	%		89.8	%			90.0	%			89.2	%			90.3	%			90.0	%			89.9	%
Total		89.6	%		87.8	%		90.3	%		89.9	%		89.7	%			88.7	%			88.7	%			90.0	%			89.8	%			89.7	%
Residential ⁽¹⁾
Comparable		94.3	%		94.3	%		94.4	%		93.8	%		93.0	%			95.4	%			94.7	%			94.6	%			94.1	%			93.7	%
Total		93.4	%		93.4	%		93.1	%		92.7	%		91.1	%			92.4	%			90.8	%			90.6	%			93.0	%			90.8	%
Hotels
Comparable and Total																		56.9	%			69.0	%			69.9	%			66.3	%			61.0	%
Comparable and Total ADR																$		145.29		$		140.03		$		138.92		$		139.24		$		135.43

(1) Excludes military housing units.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

We use NOI, along with EBDT as discussed on page 2, to assess operating performance. Comparable NOI is defined as NOI from properties opened and operated in the three months ended April 30, 2011 and 2010. The schedules below present Pro-Rata Comparable NOI for the three months ended April 30, 2011. The following schedule on page 12 presents comparable NOI for each of our major product lines, as well as strategic business units under which these product lines operate. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on page 15. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 37-42.

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


	Three Months Ended
	April 30, 2011

Retail		2.6%

Office		(2.5%)

Residential		1.8%

Hotel		(54.2%)

Total		0.0%

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


Quarterly Historical Trends											Annual Historical Trends
	Three Months Ended											Year Ended
	April 30, 2011		January 31, 2011		October 31, 2010		July 31, 2010		April 30, 2010			January 31, 2011		January 31, 2010		January 31, 2009

Retail		2.6%		3.4%		4.1%		3.2%		(1.5%)	Retail		2.2%		(3.9%)		0.3%

Office		(2.5%)		0.2%		2.2%		1.6%		0.8%	Office		2.1%		5.4%		1.2%

Residential		1.8%		(0.8%)		4.8%		3.8%		2.8%	Residential		2.7%		(2.8%)		0.2%

Hotel		(54.2%)		(13.4%)		(20.3%)		7.9%		52.6%	Hotel		(3.9%)		(9.9%)		(4.9%)

Total		0.0%		1.1%		2.7%		2.9%		0.6%	Total		2.1%		(0.8%)		0.4%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information


		Net Operating Income (dollars in thousands)
		Three Months Ended April 30, 2011													Three Months Ended April 30, 2010														% Change
								Plus													Plus
		Full			Less			Unconsolidated		Plus		Pro-Rata			Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Pro-Rata
		Consolidation			Noncontrolling			Investments at		Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Consolidation
		(GAAP)			Interest			Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			(Non-GAAP)

Commercial Group
Retail
	Comparable	$	56,271		$	2,838		$	6,709	$	-	$	60,142		$	56,102		$	2,848		$	5,369		$	-	$	58,623			0.3	%		2.6	%

	Total		58,986			2,893			8,372		-		64,465			61,609			2,924			5,583			2,935		67,203
Office Buildings
	Comparable		55,465			2,086			4,816		-		58,195			58,195			2,601			4,074			-		59,668			(4.7	%)		(2.5	%)

	Total		63,224			5,148			3,182		-		61,258			63,090			3,859			4,074			-		63,305
Hotels
	Comparable		104			-			360		-		464			644			-			368			-		1,012			(83.9	%)		(54.2	%)

	Total		104			-			360		46		510			644			-			368			793		1,805
Earnings from Commercial
	Land Sales ⁽²⁾		42,585			(782	)		-		-		43,367			289			14			-			-		275
Other ⁽¹⁾			1,064			(54	)		1,938		-		3,056			(5,508	)		358			1,233			-		(4,633	)

Total Commercial Group
	Comparable		111,840			4,924			11,885		-		118,801			114,941			5,449			9,811			-		119,303			(2.7	%)		(0.4	%)

	Total		165,963			7,205			13,852		46		172,656			120,124			7,155			11,258			3,728		127,955
Residential Group
Apartments
	Comparable		25,802			528			6,842		-		32,116			25,234			418			6,745			-		31,561			2.3	%		1.8	%

	Total		29,092			1,074			8,276		-		36,294			26,411			462			7,448			649		34,046
Military Housing
	Comparable		-			-			-		-		-			-			-			-			-		-

	Total		5,590			-			378		-		5,968			6,477			-			370			-		6,847
	Land Sales		158			16			-		-		142			-			-			-			-		-
Other ⁽¹⁾			(1,576	)		(390	)		452		-		(734	)		(3,879	)		(228	)		-			-		(3,651	)

Total Residential Group
	Comparable		25,802			528			6,842		-		32,116			25,234			418			6,745			-		31,561			2.3	%		1.8	%

	Total		33,264			700			9,106		-		41,670			29,009			234			7,818			649		37,242
Total Rental Properties
	Comparable		137,642			5,452			18,727		-		150,917			140,175			5,867			16,556			-		150,864			(1.8	%)		0.0	%

	Total		199,227			7,905			22,958		46		214,326			149,133			7,389			19,076			4,377		165,197
Land Development Group			2,102			276			149		-		1,975			(653	)		18			(266	)		-		(937	)
The Nets			(304	)		-			-		-		(304	)		(10,430	)		(6,223	)		1,146			-		(3,061	)
Corporate Activities			(14,931	)		-			-		-		(14,931	)		(11,346	)		-			-			-		(11,346	)

Grand Total		$	186,094		$	8,181		$	23,107	$	46	$	201,066		$	126,704		$	1,184		$	19,956		$	4,377	$	149,853

(1)		Includes write-offs of abandoned development projects, non-capitalizable development costs and unallocated management and service company overhead, net of historic and new market tax credit income.
(2)		Includes $42,622 of NOI generated from the Casino land sale at full and pro-rata consolidation.

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Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Net Operating Income by Product Type
Pro-Rata Consolidation (dollars in thousands)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Net Operating Income by Core Market
Pro-Rata Consolidation (dollars in thousands)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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


	Three Months Ended April 30, 2011															Three Months Ended April 30, 2010
							Plus															Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	316,881		$	17,240		$	82,714		$	1,293		$	383,648		$	271,460		$	13,092		$	73,473		$	10,184		$	342,025
Exclude straight-line rent adjustment (1)		(3,435	)		-			-			-			(3,435	)		(4,117	)		-			-			(163	)		(4,280	)

Adjusted revenues		313,446			17,240			82,714			1,293			380,213			267,343			13,092			73,473			10,021			337,745
Add interest and other income		15,507			(140	)		117			-			15,764			6,814			899			14,816			3			20,734
Add equity in earnings (loss) of unconsolidated entities, including impairment		19,994			48			(20,299	)		-			(353	)		(17,124	)		(6,444	)		10,953			-			273
Exclude gain on disposition of unconsolidated entities		(12,567	)		-			12,567			-			-			(48	)		-			48			-			-
Exclude impairment of unconsolidated real estate		-			-			-			-			-			12,899			-			(12,899	)		-			-
Exclude depreciation and amortization of unconsolidated entities (see below)		14,308			-			(14,308	)		-			-			11,852			-			(11,852	)		-			-

Adjusted total income		350,688			17,148			60,791			1,293			395,624			281,736			7,547			74,539			10,024			358,752
Operating expenses		165,688			8,967			37,684			1,247			195,652			155,291			6,363			53,636			5,647			208,211
Add back non-Real Estate depreciation and amortization (b)		702			-			-			-			702			1,568			-			878			-			2,446
Add back amortization of mortgage procurement costs for non-Real Estate Groups (d)		-			-			-			-			-			-			-			69			-			69
Exclude straight-line rent adjustment (2)		(1,211	)		-			-			-			(1,211	)		(1,242	)		-			-			-			(1,242	)
Exclude preference payment		(585	)		-			-			-			(585	)		(585	)		-			-			-			(585	)

Adjusted operating expenses		164,594			8,967			37,684			1,247			194,558			155,032			6,363			54,583			5,647			208,899
Net operating income		186,094			8,181			23,107			46			201,066			126,704			1,184			19,956			4,377			149,853
Interest expense		(67,994	)		(4,455	)		(23,107	)		(46	)		(86,692	)		(81,118	)		(5,133	)		(19,956	)		(1,850	)		(97,791	)
Gain (loss) on early extinguishment of debt		(296	)		(4	)		-			-			(292	)		6,297			-			-			-			6,297
Equity in earnings (loss) of unconsolidated entities, including impairment		(19,994	)		(48	)		20,299			-			353			17,124			6,444			(10,953	)		-			(273	)
Gain on disposition of unconsolidated entities		12,567			-			-			-			12,567			48			-			-			-			48
Impairment of unconsolidated real estate		-			-			-			-			-			(12,899	)		-			-			-			(12,899	)
Depreciation and amortization of unconsolidated entities (see above)		(14,308	)		-			14,308			-			-			(11,852	)		-			11,852			-			-
Net gain on disposition of rental properties and partial interests in rental properties		9,561			-			-			10,038			19,599			866			-			-			-			866
Impairment of consolidated real estate		(4,835	)		-			-			-			(4,835	)		-			-			-			-			-
Depreciation and amortization - Real Estate Groups (a)		(57,689	)		(2,550	)		(13,690	)		-			(68,829	)		(58,503	)		(1,785	)		(11,368	)		(1,868	)		(69,954	)
Amortization of mortgage procurement costs - Real Estate Groups (c)		(3,449	)		(435	)		(618	)		-			(3,632	)		(2,612	)		(89	)		(484	)		(55	)		(3,062	)
Straight-line rent adjustment (1) + (2)		2,224			-			-			-			2,224			2,875			-			-			163			3,038
Preference payment		(585	)		-			-			-			(585	)		(585	)		-			-			-			(585	)

Earnings (loss) before income taxes		41,296			689			20,299			10,038			70,944			(13,655	)		621			(10,953	)		767			(24,462	)
Income tax provision		(18,312	)		-			-			(4,712	)		(23,024	)		8,923			-			-			(296	)		8,627
Equity in earnings (loss) of unconsolidated entities, including impairment		19,994			48			(20,299	)		-			(353	)		(17,124	)		(6,444	)		10,953			-			273

Earnings (loss) from continuing operations		42,978			737			-			5,326			47,567			(21,856	)		(5,823	)		-			471			(15,562	)
Discontinued operations, net of tax		5,719			393			-			(5,326	)		-			492			21			-			(471	)		-

Net earnings (loss)		48,697			1,130			-			-			47,567			(21,364	)		(5,802	)		-			-			(15,562	)
Noncontrolling interests
(Earnings) loss from continuing operations attributable to noncontrolling interests		(737	)		(737	)		-			-			-			5,823			5,823			-			-			-
Earnings from discontinued operations attributable to noncontrolling interests		(393	)		(393	)		-			-			-			(21	)		(21	)		-			-			-

Noncontrolling interests		(1,130	)		(1,130	)		-			-			-			5,802			5,802			-			-			-

Net earnings (loss) attributable to Forest City Enterpirses, Inc.	$	47,567		$	-		$	-		$	-		$	47,567		$	(15,562	)	$	-		$	-		$	-		$	(15,562	)

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

Net earnings (loss) attributable to Forest City Enterpirses, Inc. common shareholders	$	43,717		$	-		$	-		$	-		$	43,717		$	(15,562	)	$	-		$	-		$	-		$	(15,562	)

(a) Depreciation and amortization - Real Estate Groups	$	57,689		$	2,550		$	13,690		$	-		$	68,829		$	58,503		$	1,785		$	11,368		$	1,868		$	69,954
(b) Depreciation and amortization - Non-Real Estate		702			-			-			-			702			1,568			-			878			-			2,446

Total depreciation and amortization	$	58,391		$	2,550		$	13,690		$	-		$	69,531		$	60,071		$	1,785		$	12,246		$	1,868		$	72,400

(c) Amortization of mortgage procurement costs - Real Estate Groups	$	3,449		$	435		$	618		$	-		$	3,632		$	2,612		$	89		$	484		$	55		$	3,062
(d) Amortization of mortgage procurement costs - Non-Real Estate		-			-			-			-			-			-			-			69			-			69

Total amortization of mortgage procurement costs	$	3,449		$	435		$	618		$	-		$	3,632		$	2,612		$	89		$	553		$	55		$	3,131

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Results of Operations

Net Earnings (Loss) Attributable to Forest City Enterprises, Inc. – Net earnings attributable to Forest City Enterprises, Inc. for the three months ended April 30, 2011 was $47,567,000 versus a net loss of $15,562,000 for the three months ended April 30, 2010. Although we have substantial recurring revenue sources from our properties, we also periodically enter into significant transactions, which can create substantial variances in net earnings (loss) between periods. This variance to the prior year is primarily attributable to the following increases, which are net of noncontrolling interest:

	•		$42,622,000 related to the 2011 sale of land and air rights to Rock Ohio Caesars Cleveland, LLC for development of a casino in downtown Cleveland, Ohio (“Casino land sale”);

	•		$28,476,000 due to the 2010 transaction costs that were expensed, related to the contribution of our ownership interest in six mixed-use University Park life science properties in Cambridge, Massachusetts to a joint venture with an outside partner that did not qualify for full gain recognition under accounting guidance for real estate sales;

	•		$12,567,000 related to the 2011 gains on disposition of our unconsolidated investments in Metropolitan Lofts and Twin Lakes Towers, apartment communities in Los Angeles, California and Denver, Colorado, respectively;

	•		$10,038,000 related to the 2011 gain on disposition of the Charleston Marriott, a hotel in Charleston, West Virginia;

	•		$9,561,000 due to the 2011 gain on disposition of partial interests in 15 retail properties in the New York City metropolitan area, related to the formation of new joint venture agreements with an outside partner;

	•		$8,064,000 related to the 2011 decrease in impairment charges of consolidated and unconsolidated entities;

	•		$6,535,000 (which includes $91,000 for unconsolidated entities) related to an increase in income recognized on the sale of state and federal Historic Preservation Tax Credits and New Market Tax Credits in 2011 compared to 2010; and

	•		$3,903,000 related to a 2011 decrease in allocated losses from our equity investment in The Nets.

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

	•		$29,342,000 related to the 2010 gain on disposition of partial interests in The Grand, Lenox Club and Lenox Park, apartment communities in the Washington, D.C. metropolitan area, respectively related to the formation of a new joint venture with an outside partner;

	•		$6,589,000 primarily related to the 2010 gain on early extinguishment of debt on the exchange of a portion of our Senior Notes due 2011, 2015 and 2017 for a new issue of Series A preferred stock; and

	•		$31,651,000 due to increased income tax expense from increased net earnings, primarily related to the items above.

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

Full Consolidation – Under the full consolidation method (GAAP), NOI from the combination of the Commercial Group and the Residential Group (“Rental Properties”) for the three months ended April 30, 2011 was $199,227,000 compared to $149,133,000 for the three months ended April 30, 2010, a 33.6% increase. A primary driver of the increase is the $42,622,000 of NOI generated from the Casino land sale within the Commercial Group. Without this transaction, the increase in NOI would be $7,472,000, a 5.0% increase. A reconciliation of NOI to the most comparable GAAP measure, net earnings (loss), is presented on page 15. A reconciliation of NOI to net earnings (loss) for each strategic business unit can be found on pages 37-42.

Pro-Rata Consolidation – Management also analyzes property NOI using the pro-rata consolidation method because it provides operating data at our ownership share, and we publicly disclose and discuss our performance using this method of consolidation to complement our GAAP disclosures. Under the pro-rata consolidation method, NOI from Rental Properties for the three months ended April 30, 2011 was $214,326,000 compared to $165,197,000 for the three months ended April 30, 2010, a 29.7% increase. A primary driver of the increase is the $42,622,000 of NOI generated from the Casino land sale within the Commercial Group. Without this transaction, the increase in NOI would be $6,507,000, a 3.9% increase.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Comparable NOI remained flat for the three months ended April 30, 2011 compared to the prior year. Retail comparable NOI increased 2.6% and residential comparable NOI increased 1.8% (which includes a 5.8% increase in conventional apartments offset by a decrease in senior housing). Office and hotel comparable NOI decreased 2.5% and 54.2%, respectively.

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, and amortization of mortgage procurement costs; iv) deferred income taxes; v) preferred payment which is classified as noncontrolling interest expense on our Consolidated Statement of Operations; vi) impairment of real estate (net of tax); vii) extraordinary items (net of tax); and viii) cumulative or retrospective effect of change in accounting principle (net of tax).

EBDT is reconciled to net earnings (loss), the most comparable financial measure calculated in accordance with GAAP, on page 19. 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 income taxes, which are the result of timing differences of certain net expense items deducted in a future year for federal income tax purposes, are excluded until the year in which they are reflected in our current tax provision. The impairment of real estate is excluded from EBDT because it varies from year to year based on factors unrelated to our overall financial performance and is related to the ultimate gain on dispositions of operating properties. Our EBDT may not be directly comparable to similarly-titled measures reported by other companies.

Effective during the three months ended April 30, 2011, under the direction of the Company’s chief operating decision maker, EBDT provided in order to assess performance for the Real Estate Groups and The Nets was pre-tax. The Corporate Activity segment controls the tax strategies and evaluates results on a consolidated basis. As a result, beginning February 1, 2011, the Company will no longer allocate income tax expense (benefit) to the Real Estate Groups or The Nets. In addition, based on the consolidated evaluation of income taxes, it was determined that EBDT would exclude all deferred income taxes instead of just those attributable to the Real Estate Groups.

Our EBDT for the three months ended April 30, 2011 increased by $56,909,000 or 80.8% to $127,376,000 from $70,467,000 for the three months ended April 30, 2010. Our Commercial and Residential Segments combined provided a pre-tax EBDT increase of $55,744,000. This is primarily the result of the Casino land sale of $42,622,000, increased income from tax credits of $7,709,000, the ramp up of new properties of $2,558,000 and decreased interest expense on our mature portfolio of $2,245,000. These increases in the portfolio were partially offset by reduced EBDT from properties sold of $4,568,000.

Our Land Segment provided a pre-tax EBDT increase of $3,013,000, primarily due to increased sales.

The Nets provided a pre-tax EBDT increase of $3,903,000 due to the decrease in our allocated losses.

Corporate pre-tax EBDT decreased $6,937,000. This pre-tax EBDT decrease includes the nonrecurring 2010 gain on early extinguishment of debt related to the exchange of a portion of our Senior Notes of $6,297,000.

EBDT was favorably impacted by a larger tax benefit of $1,186,000 compared to prior year.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

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


	Three Months Ended April 30,
	2011			2010
	(in thousands)

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	47,567		$	(15,562	)
Depreciation and amortization – Real Estate Groups ⁽⁴⁾		68,829			69,954
Amortization of mortgage procurement costs – Real Estate Groups ⁽⁴⁾		3,632			3,062
Deferred income tax expense ⁽⁵⁾		4,813			(15,376	)
Remove deferred income tax expense for non-Real Estate Groups in 2010 ⁽⁵⁾		-			5,133

Current income tax expense on non-operating earnings: ⁽⁵⁾
Gain on disposition of rental properties and partial interest in rental properties		30,304			13,724
Gain on disposition included in discontinued operations		1,201			-

Straight-line rent adjustment ⁽²⁾		(2,224	)		(3,038	)
Preference payment ⁽³⁾		585			585
Impairment of consolidated real estate		4,835			-
Impairment of unconsolidated real estate		-			12,899
Gain on disposition of rental properties and partial interest in rental properties		(9,561	)		(866	)
Gain on disposition of unconsolidated entities		(12,567	)		(48	)
Discontinued operations: ⁽¹⁾
Gain on disposition of rental properties		(10,431	)		-
Noncontrolling interest - Gain on disposition		393			-


Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)	$	127,376		$	70,467



EBDT Per Share
Numerator (in thousands):
EBDT	$	127,376		$	70,467
If-Converted Method (Pro forma numerator adjustment for interest, net of tax):
3.625% Puttable Senior Notes due 2014		1,110			1,110
5% Puttable Senior Notes due 2016		688			1,530

EBDT for per share data	$	129,174		$	73,107


Denominator
Weighted average shares outstanding - Basic		165,498,904			155,352,050
Effect of stock options and restricted stock		1,054,102			494,029
Effect of convertible preferred stock		14,550,257			8,664,761
Effect of convertible debt		20,225,204			28,133,038
Effect of convertible Class A Common Units		3,646,755			3,646,755

Weighted average shares outstanding - Diluted		204,975,222			196,290,633


EBDT Per Share	$	0.63		$	0.37


EBDT Per Share
Quarterly Historical Trends	Three Months Ended
	April 30, 2011		January 31, 2011		October 31, 2010		July 31, 2010		April 30, 2010

Numerator (in thousands):
EBDT	$	127,376	$	43,149	$	90,699	$	105,560	$	70,467
If-Converted Method (Pro forma numerator adjustment for interest, net of tax):
3.625% Puttable Senior Notes due 2014		1,110		1,110		1,110		1,110		1,110
5% Puttable Senior Notes due 2016		688		1,521		1,530		1,530		1,530

EBDT for per share data	$	129,174	$	45,780	$	93,339	$	108,200	$	73,107


Denominator
Weighted average shares outstanding - Basic		165,498,904		155,643,554		155,484,451		155,456,575		155,352,050
Effect of stock options and restricted stock		1,054,102		803,779		462,812		442,299		494,029
Effect of convertible preferred stock		14,550,257		14,550,257		14,550,257		14,550,257		8,664,761
Effect of convertible debt		20,225,204		28,047,083		28,133,038		28,133,038		28,133,038
Effect of convertible Class A Common Units		3,646,755		3,646,755		3,646,755		3,646,755		3,646,755

Weighted average shares outstanding - Diluted		204,975,222		202,691,428		202,277,313		202,228,924		196,290,633


EBDT Per Share	$	0.63	$	0.23	$	0.46	$	0.54	$	0.37

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

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

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

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

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


	Depreciation and Amortization						Amortization of Mortgage Procurement Costs
	Three Months Ended April 30,						Three Months Ended April 30,
	2011			2010			2011			2010


Full Consolidation	$	58,391		$	60,071		$	3,449		$	2,612
Non-Real Estate		(702	)		(1,568	)		-			-

Real Estate Groups Full Consolidation		57,689			58,503			3,449			2,612
Real Estate Groups related to noncontrolling interest		(2,550	)		(1,785	)		(435	)		(89	)
Real Estate Groups Unconsolidated		13,690			11,368			618			484
Real Estate Groups Discontinued Operations		-			1,868			-			55

Real Estate Groups Pro-Rata Consolidation	$	68,829		$	69,954		$	3,632		$	3,062

(5)

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


	Three Months Ended April 30,
	2011			2010
	(in thousands)

Current taxes
Operating earnings	$	(13,244	)	$	(7,105	)
Gain on disposition of rental properties and partial interest in rental properties		30,304			13,724

Subtotal		17,060			6,619


Discontinued operations
Operating earnings		(50	)		130
Gain on disposition of rental properties and partial interest in rental properties		1,201			-

Subtotal		1,151			130


Total Current taxes		18,211			6,749



Deferred taxes
Continuing operations		1,252			(15,542	)
Discontinued operations		3,561			166


Total Deferred taxes		4,813			(15,376	)


Grand Total	$	23,024		$	(8,627	)



2010 Recap of Grand Total:
Real Estate Groups
Current				$	8,519
Deferred					(10,243	)

					(1,724	)


Non-Real Estate Groups
Current					(1,770	)
Deferred					(5,133	)

					(6,903	)


Grand Total				$	(8,627	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Retail Lease Expirations as of April 30, 2011



													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⁾


2011		294		920,629		7.30	%	$	20,502,969		8.14	%	$	28.89
2012		267		948,038		7.51			19,195,202		7.63			27.73
2013		298		1,060,704		8.41			24,025,764		9.54			28.51
2014		239		1,070,349		8.48			19,953,470		7.93			27.30
2015		202		853,151		6.76			18,709,519		7.43			29.08
2016		216		1,272,552		10.09			28,524,162		11.33			37.14
2017		149		998,883		7.92			20,656,572		8.21			26.51
2018		152		703,072		5.57			17,429,548		6.92			26.51
2019		118		1,048,115		8.31			19,794,851		7.86			24.72
2020		120		913,908		7.24			17,743,944		7.05			29.58
2021		41		790,177		6.26			14,168,599		5.63			30.45
Thereafter		69		2,038,264		16.15			31,029,808		12.33			21.33

Total		2,165		12,617,842		100.00	%	$	251,734,408		100.00	%	$	27.74

	(1)		GLA = Gross Leasable Area.

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

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

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Office Lease Expirations as of April 30, 2011



													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⁾


2011		69		381,441		3.28	%	$	7,519,207		2.48	%	$	21.40
2012		88		1,222,512		10.50			29,688,893		9.78			30.74
2013		89		1,154,095		9.92			26,462,519		8.72			23.92
2014		56		962,466		8.27			17,875,635		5.89			30.55
2015		42		476,658		4.10			8,760,822		2.89			21.27
2016		43		741,556		6.37			16,058,448		5.29			28.48
2017		25		375,324		3.22			9,169,414		3.02			27.59
2018		20		1,201,696		10.32			33,547,216		11.05			32.48
2019		19		709,932		6.10			13,202,400		4.35			26.11
2020		15		1,048,361		9.01			27,806,591		9.16			32.93
2021		6		339,849		2.92			5,777,540		1.90			17.25
Thereafter		35		3,025,465		25.99			107,669,413		35.47			40.21

Total		507		11,639,355		100.00	%	$	303,538,098		100.00	%	$	31.27

	(1)		GLA = Gross Leasable Area.

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

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

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Retail Tenants as of April 30, 2011



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

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


Bass Pro Shops, Inc.		3		510,855		4.05	%
Regal Entertainment Group		5		381,461		3.02
AMC Entertainment, Inc.		5		377,797		2.99
TJX Companies		11		347,457		2.75
The Gap		26		336,900		2.67
Dick’s Sporting Goods		6		293,171		2.32
The Limited		37		220,357		1.75
Best Buy		6		207,969		1.65
Abercrombie & Fitch Stores, Inc.		27		194,549		1.54
Footlocker, Inc.		34		130,009		1.03
Forever 21, Inc.		9		103,368		0.82
American Eagle Outfitters, Inc.		16		91,343		0.72


Subtotal		185		3,195,236		25.31


All Others		1,980		9,422,606		74.69


Total		2,165		12,617,842		100.00	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Schedule of Significant Office Tenants as of April 30, 2011



(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		978,115		8.41	%
Millennium Pharmaceuticals, Inc.		660,741		5.68
U.S. Government		613,820		5.27
District of Columbia ⁽¹⁾		553,330		4.75
Morgan Stanley & Co.		444,685		3.82
WellPoint, Inc.		392,514		3.37
JP Morgan Chase & Co.		383,341		3.29
Forest City Enterprises, Inc. ⁽²⁾		356,187		3.06
Bank of New York		323,043		2.78
National Grid		254,034		2.18
Clearbridge Advisors, LLC, a Legg Mason Company		193,249		1.66
Covington & Burling, LLP		160,565		1.38
Seyfarth Shaw, LLP		96,909		0.83


Subtotal		5,410,533		46.48


All Others		6,228,822		53.52


Total		11,639,355		100.00	%

	(1)		The District of Columbia is a major tenant of the East 4^th & West 4^th Buildings at Waterfront Station.

			In May 2011, we completed the sale of these office buildings.

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

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Openings and Acquisitions
as of April 30, 2011


														Cost at FCE
			Date				Pro-Rata			Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./			Gross
		Dev (D)	Opened /	FCE Legal			FCE % (a)			Consolidation		at 100%		(Non-GAAP) (c)		No. of			Leasable		Lease
Property	Location	Acq (A)	Acquired	Ownership % (a)			(1)			(GAAP) (b)		(2)		(1) X (2)		Units			Area		Commitment %
2011 (1)										(in millions)

*Residential:*
8 Spruce Street (leasable only) (d)(l)	Manhattan, NY	D	Q1-11/12		49.0	%		70.0	%	$	0.0	$	0.0	$	0.0		372




Prior Two Years Openings (7)
Retail Centers:
Village at Gulfstream Park (e)	Hallandale Beach, FL	D	Q1-10		50.0	%		50.0	%	$	0.0	$	196.4	$	98.2		511,000	(k)		511,000		77	%
East River Plaza (e)(f)	Manhattan, NY	D	Q4-09/2010		35.0	%		50.0	%		0.0		390.6		195.3		527,000			527,000		90	%
Promenade in Temecula Expansion	Temecula, CA	D	Q1-09		75.0	%		100.0	%		113.4		113.4		113.4		127,000			127,000		80	%

										$	113.4	$	700.4	$	406.9		1,165,000			1,165,000


Office:
Waterfront Station
- East 4th & West 4th Buildings (g)	Washington, D.C.	D	Q1-10		45.0	%		45.0	%	$	245.9	$	245.9	$	110.7		631,000					99	%


Residential (h):
Presidio Landmark	San Francisco, CA	D	Q3-10		100.0	%		100.0	%	$	94.8	$	94.8	$	94.8		161					52	%
North Church Towers	Parma Heights, OH	A	Q3-09		100.0	%		100.0	%		5.0		5.0		5.0		399					90	%
DKLB BKLN (f)	Brooklyn, NY	D	Q4-09/10		80.0	%		100.0	%		158.4		158.4		158.4		365					96	%

										$	258.2	$	258.2	$	258.2		925


Total Prior Two Years Openings (i)										$	617.5	$	1,204.5	$	775.8


Recap of Total Prior Two Years Openings
Total 2010										$	340.7	$	927.7	$	499.0
Total 2009											276.8		276.8		276.8

Total Prior Two Years Openings (i)										$	617.5	$	1,204.5	$	775.8

See footnotes on page 26.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Projects Under Construction (4)
as of April 30, 2011


													Cost at FCE
						Pro-Rata			Cost at Full		Total Cost		Pro-Rata Share		Sq. ft./		Gross
		Anticipated	FCE Legal			FCE % (a)			Consolidation		at 100%		(Non-GAAP) (c)		No. of		Leasable			Lease
Property	Location	Opening	Ownership % (a)			(1)			(GAAP) (b)		(2)		(1) X (2)		Units		Area			Commitment %
									(in millions)
*Retail Centers:*
Westchester’s Ridge Hill (f)	Yonkers, NY	2011/2012		70.0	%		100.0	%	$	827.4	$	827.4	$	827.4		1,336,000		1,336,000	(n)		50%


*Residential:*
8 Spruce Street (Total) (l)	Manhattan, NY	Q1-11/12		49.0	%		70.0	%	$	875.7	$	875.7	$	613.0		903					22%	(j)
Foundry Lofts	Washington, D.C.	Q3-11		100.0	%		100.0	%		60.3		60.3		60.3		170

									$	936.0	$	936.0	$	673.3		1,073


*Arena:*
Barclays Center	Brooklyn, NY	Q3-12		26.6	% (o)		26.6	% (o)	$	904.3	$	904.3	$	240.5		670,000		18,000 seats	(p)		55%	(q)


Total Under Construction (m)									$	2,667.7	$	2,667.7	$	1,741.2




*Fee Development:*															Sq. ft.

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

FOOTNOTES

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

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

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

	(d)		See the Under Construction pipeline for cost details of the total property.

	(e)		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.

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

	(g)		Includes 85,000 square feet of retail space. (Property was disposed of on May 10, 2011.)

	(h)		The lease percentage for the residential properties represents the occupancy as of April 30, 2011.

	(i)		The difference between the full consolidation cost amount (GAAP) of $617.5 million to the Company’s pro-rata share (a non-GAAP measure) of $850.0 million consists of a reduction to full consolidation for noncontrolling interest of $135.1 million of cost and the addition of its share of cost for unconsolidated investments of $367.6 million.

	(j)		As of May 31, 2011, 202 leases have been signed since appointments with prospective residents began on February 18, 2011, representing 22% of the total 903 units after construction is complete. As of April 30, 2011, $142.8 million at pro-rata consolidation ($200.7 million at full consolidation) of costs incurred and $121.2 million at pro-rata consolidation ($174.2 million at full consolidation) of mortgage debt were transferred to completed rental properties on the Company’s balance sheet.

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

	(l)		Phased in opening. Costs are representative of the total project cost, including 372 units opened as of May 24, 2011.

	(m)		The difference between the full consolidation cost amount (GAAP) of $2,667.7 million to the Company’s pro-rata share (a non-GAAP measure) of $1,741.2 million consists of a reduction to full consolidation for noncontrolling interest of $926.5 million.

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

	(o)		On May 2, 2011, the Company closed on a purchase agreement with a minority interest partner. As a result, the Company’s legal and pro-rata ownership will increase to approximately 34%.

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

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

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

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Equity Requirements for Projects Under Construction ^(a)
as of April 30, 2011


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

Total Cost Under Construction	$	2,667.7		$	-	$	2,667.7		$	926.5	$	-	$	1,741.2
Total Loan Draws and Other Sources at Completion ^(d)		1,863.3			-		1,863.3			664.6		-		1,198.7

Net Equity at Completion		804.4			-		804.4			261.9		-		542.5


Net Costs Incurred to Date ^(e)		1,760.4			-		1,760.4			493.8		-		1,266.6
Loan Draws and Other Sources to Date ^(e)		1,011.9			-		1,011.9			231.9		-		780.0

Net Equity to Date ^(e)		748.5			-		748.5			261.9		-		486.6


% of Total Equity		93	%				93	%						90	%

Remaining Costs		907.3			-		907.3			432.7		-		474.6
Remaining Loan Draws and Other Sources ^(f)		851.4			-		851.4			432.7		-		418.7

Remaining Equity	$	55.9		$	-	$	55.9		$	-	$	-	$	55.9


% of Total Equity		7	%				7	%						10	%

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

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

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

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

	(e)		Reflects activity through April 30, 2011.

	(f)		One of the loan commitments require specific leasing hurdles to be achieved prior to drawing the final amount of the loan. The Company estimates that approximately $45.0 million at 100% and at full consolidation, and $31.5 million at pro-rata consolidation of loan commitments are at risk should these leasing hurdles not be achieved.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Projects Under Development
as of April 30, 2011

Below is a summary of our active large scale development projects, which have yet to commence construction, often referred to as our “shadow pipeline” which are crucial to our long-term growth. While we cannot make any assurances on the timing or delivery of these projects, our track record speaks to our ability to bring large, complex, projects to fruition when there is demand and available construction financing. The projects listed below represent pro-rata costs of $627.0 million ($887.3 million at full consolidation) of Projects Under Development (“PUD”) on our balance sheet and pro-rata mortgage debt of $111.3 million ($168.3 million at full consolidation).

1) Atlantic Yards - Brooklyn, NY

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

2) LiveWork Las Vegas - Las Vegas, NV

LiveWork Las Vegas is a mixed-use project on a 13.5-acre parcel in downtown Las Vegas. At full build-out, the project will have a new 260,000-square-foot City Hall for Las Vegas and is also expected to include up to 1 million square feet of office space and approximately 300,000 square feet of retail. The City Hall is owned by the city of Las Vegas and is a fee-development project.

3) The Yards - Washington, D.C.

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

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

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

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

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

6) Waterfront Station - Washington, D.C.

Located in Southwest Washington, Waterfront Station is adjacent to the Waterfront/Southeastern University MetroRail station. Waterfront Station is expected to include 660,000 square feet of office space, an estimated 400 residential units and 40,000 square feet of stores and restaurants.

7) 300 Massachusetts Avenue – Cambridge, MA

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

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Military Housing
as of April 30, 2011

Below is a summary of our equity method investments for Military Housing Development projects. The Company provides development, construction and management services for these projects and receives agreed upon fees for these services. The following phases still have a percentage of units opened and under construction:


		Anticipated	FCE	Cost at Full		Total Cost
Property	Location	Opening	Pro-Rata %	Consolidation		at 100%		No. of Units
				(in millions)
*Military Housing* - Openings (1)
Navy, Hawaii Increment III	Honolulu, HI	2007-2011	*	$	0.0	$	464.8		2,520


*Military Housing* - Under Construction (6)
Pacific Northwest Communities	Seattle, WA	2007-2011	*	$	0.0	$	280.5		2,985
Marines, Hawaii Increment II	Honolulu, HI	2007-2011	*		0.0		292.7		1,175
Navy Midwest	Chicago, IL	2006-2012	*		0.0		200.3		1,401
Midwest Millington	Memphis, TN	2008-2012	*		0.0		33.1		318
Air Force Academy	Colorado Springs, CO	2007-2013	50.0%		0.0		69.5		427
Hawaii Phase IV	Kaneohe, HI	2007-2014	*		0.0		475.1		1,141

Total Under Construction				$	0.0	$	1,351.2		7,447


Total Military Housing				$	0.0	$	1,816.0		9,967

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

Recent commitment not yet closed

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

Development fees related to our military housing projects are earned based on a contractual percentage of the actual development costs incurred. We also recognize additional development incentive fees upon successful completion of certain criteria, such as incentives to realize development cost savings, encourage small and local business participation, comply with specified safety standards and other project management incentives as specified in the development agreements. NOI from development and development incentive fees is $1,137,000 for the three months ended April 30, 2011 and $1,613,000 for the three months ended April 30, 2010.

Construction management fees are earned based on a contractual percentage of the actual construction costs incurred. We also recognize certain construction incentive fees based upon successful completion of certain criteria as set forth in the construction contracts. NOI from construction and incentive fees is $1,180,000 for the three months ended April 30, 2011 and $1,595,000 recognized during the three months ended April 30, 2010.

Property management and asset management fees are earned based on a contractual percentage of the annual net rental income and annual operating income, respectively, that is generated by the military housing privatization projects as defined in the agreements. We also recognize certain property management incentive fees based upon successful completion of certain criteria as set forth in the property management agreements. Property management, management incentive and asset management fees generated NOI of $3,229,000 during the three months ended April 30, 2011 and $3,122,000 during the three months ended April 30, 2010.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Land Held for Development or Sale
as of April 30, 2011

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


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


Stapleton - Denver, CO		223		140		1,359
Mesa del Sol - Albuquerque, NM		3,023		1,659		5,731
Central Station - Chicago, IL		30		30		-
Texas		2,556		1,312		-
Carolinas		1,248		1,024		788
Ohio		955		646		470
Arizona		667		492		-
Other		898		707		-

Total		9,600		6,010		8,348

	(1)		Represent all acres currently owned including those used for roadways, open spaces and parks.

	(2)		Saleable acres represent the total of all acres owned and available for sales. The Land Development Group may choose to further develop some of the acres into completed sublots prior to sale.

	(3)		Option acres are those acres that the Land Development Group has a formal option to acquire. Typically these options are in the form of purchase agreements with contingencies for the satisfaction of due diligence reviews.

Stapleton - Denver, CO

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

Mesa del Sol - Albuquerque, NM

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

Central Station - Chicago, IL

Located adjacent to the city’s Museum Campus, and just minutes from the heart of Chicago’s Loop, the 80-acre Central Station is one of the fastest growing residential communities in the city, with more than 3,727 residential units completed and occupied, 500 units completed and listed for sale and another 4,000 units in development. Central Station, a 14 million-square-foot development, is being developed in partnership with The Fogelson Companies.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Land Held for Development or Sale (continued)
as of April 30, 2011

Other Significant Land Holdings

Legacy Lakes - Aberdeen, NC

Legacy Lakes is a master-planned community located in the Pinehurst area. This community is surrounding the Nicklaus-designed Legacy Golf Course. Legacy Lakes is 406 acres and includes 718 residential lots. Of the 406 total acres, 265 are saleable acres and 13 acres have been sold to date.

Gladden Farms - Marana, AZ

Gladden Farms is a master-planned community that includes residential and commercial uses in a suburban area of northwest Tucson. This community includes parks, trails and a school in a rural setting. Gladden Farms is 1,350 acres and includes approximately 4,142 residential lots and 223 acres of commercial space. As of April 30, 2011, 1,265 lots and 100 commercial acres have been sold. Of the 1,350 total acres, 868 are saleable acres and 408 acres have been sold to date.

Cotton Creek - Mooresville, NC

Cotton Creek is a master-planned community located in a northern suburb of Charlotte, NC. This community will feature a variety of attached and detached home sites, which will be sold to a mix of national and local builders. Cotton Creek is 534 acres. When completed the development is expected to produce approximately 1,300 residential lots.

Tangerine Crossing - Tucson, AZ

Tangerine Crossing is a master-planned gated residential community with a major retail component on the exterior in a desirable region of the Tucson metropolitan area. This community includes open space, trails and recreation. Tangerine Crossing is 309 acres and includes 396 residential lots and a 25-acre retail center. As of April 30, 2011, 211 lots and the 25 commercial acres have been sold. Of the 309 total acres, 98 are saleable acres and 64 acres have been sold to date.

Three Stones – Prosper, TX

Three Stones is a master-planned community of 2,031 acres located in the growth corridor north of Dallas in the town of Prosper. The community is fully entitled and the plan includes approximately 3,090 single family lots, 600 units of attached housing, over 600 acres of parks and open space and 250 acres for commercial/retail use. A variety of single family lot sizes will be offered, as well as a complete amenity center. The development of Phase 1 is expected to be completed in late 2012.

San Antonio Portfolio – San Antonio, TX

Forest City owns four (4) multi-phase communities and finished lots in three (3) additional locations in the San Antonio area, predominantly on the west side. Since January 2008, almost 1,000 of the total 2,563 lots have been sold. The remaining portfolio is comprised of 513 finished lots and 1,112 undeveloped “paper” lots. Our San Antonio communities serve several different price ranges, and all lots are under option contract to one of seven (7) different builders.

Timberlake – Oak Point (Dallas), TX

Timberlake is a planned community of approximately 250 acres located in Denton County, north of Dallas. Forest City entered into this project earlier in 2011 through the formation of a new partnership with Taylor Duncan Interests, Inc. with Forest City providing capital for financing and development. The project is zoned for over 800 single family lots, and development of Phase 1 is expected to begin in 2012.

Woodforest – Houston, TX

Woodforest, which is not included in the acres on the previous page, is an active, 3,000-acre master planned community, located in southern Montgomery County, north of Houston. Forest City entered into this project last year through the formation of a new partnership with Johnson Development, with Forest City providing capital for financing and development. The project is zoned for 5,700 units and six (6) active home builders are currently involved with model homes in place serving a wide range of prices. Over 200 home sales have occurred to date. The project is being developed adjacent to the 27-hole Woodforest Golf Club that opened in 2001 and has been rated one of the top courses in the state.

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Operating Information

Debt for Projects under Construction and Development

We use nonrecourse mortgage debt and nonrecourse notes payable for the financing of our development pipeline. We draw on these financings to partially fund the cost incurred with the development of our real estate. As of April 30, 2011, the detail of how much is outstanding compared to the total commitment under the financing is as follows:


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

	(in thousands)

Outstanding
Fixed	$	166,386	$	69,651	$	887	$	97,622
Variable
Taxable		878,040		153,952		2,000		726,088
Tax-Exempt		150,886		45,869		-		105,017

Total outstanding on projects under construction and development ⁽¹⁾	$	1,195,312	$	269,472	$	2,887	$	928,727


Commitment
Fixed	$	609,441	$	382,546	$	887	$	227,782
Variable
Taxable		1,078,106		164,075		2,000		916,031
Tax-Exempt		150,886		45,869		-		105,017

Total commitment	$	1,838,433	$	592,490	$	2,887	$	1,248,830

(1)

Proceeds from outstanding debt of $113,359 and $87,322, at full and pro-rata consolidation, respectively, described above is recorded as restricted cash and escrowed funds in our Consolidated Balance Sheet. For bonds issued in conjunction with development, the full amount of the bonds at the beginning of construction must remain in escrow until costs are incurred.

Non-Recourse Debt

Our primary capital strategy seeks to isolate the operating and financial risk at the property level to maximize returns and reduce risk on and of our equity capital. As such, substantially all of our operating and development properties are separately encumbered with nonrecourse mortgage debt which in some limited circumstances is supplemented by nonrecourse notes payable (collectively “nonrecourse debt”).

We use taxable and tax-exempt nonrecourse debt for our real estate projects. For 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. For those real estate projects financed with taxable debt, we generally seek long-term, fixed-rate financing for those operating projects whose loans mature or are projected to open and achieve stabilized operations. However, due to the limited availability of long-term fixed rate mortgage debt based upon current market conditions, we are attempting to extend maturities with existing lenders.

We are actively working to refinance and/or extend the maturities of the nonrecourse debt that are coming due in the next 24 months. During the three months ended April 30, 2011, we completed the following financings:


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

	(in thousands)

Refinancings	$	84,000	$	830	$	14,913	$	98,083
Construction and development projects		6,850		1,713		-		5,137
Loan extensions/additional fundings		219,230		52,781		44,237		210,686

	$	310,080	$	55,324	$	59,150	$	313,906

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands)
As of April 30, 2011



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

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

Fixed:
Fixed-rate debt	$	167,800		$	4,781		$	129,069		$	292,088		$	315,015		$	18,121		$	61,635		$	358,529
Weighted average rate		6.46	%		6.16	%		6.93	%		6.67	%		6.04	%		6.72	%		6.43	%		6.07	%

Variable:
Variable-rate debt		559,361			136,158			41,345			464,548			1,131,082			152,101			102,646			1,081,627
Weighted average rate		2.90	%		3.00	%		2.25	%		2.81	%		3.28	%		3.24	%		3.93	%		3.35	%

Tax-Exempt		132,430			67			2,914			135,277			204,616			62,057			-			142,559
Weighted average rate		2.63	%		3.76	%		1.63	%		2.61	%		2.55	%		2.55	%		-	%		2.55	%

Total variable-rate debt		691,791			136,225			44,259			599,825			1,335,698			214,158			102,646			1,224,186


Total Nonrecourse Debt	$	859,591		$	141,006		$	173,328		$	891,913		$	1,650,713		$	232,279		$	164,281		$	1,582,715
Weighted Average Rate		3.55	%		3.11	%		5.73	%		4.05	%		3.72	%		3.32	%		4.87	%		3.89	%


	Fiscal Year Ending January 31, 2014												Fiscal Year Ending January 31, 2015

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

Fixed:
Fixed-rate debt	$	732,744		$	88,203		$	138,199		$	782,740		$	385,249		$	66,429		$	191,509		$	510,329
Weighted average rate		6.55	%		9.90	%		6.36	%		6.14	%		5.97	%		5.78	%		5.50	%		5.82	%

Variable:
Variable-rate debt		111,842			22,180			12,179			101,841			22,382			-			29,958			52,340
Weighted average rate		6.96	%		8.71	%		4.24	%		6.25	%		3.58	%		-	%		4.26	%		3.97	%

Tax-Exempt		91,565			77			-			91,488			815			82			-			733
Weighted average rate		2.77	%		3.74	%		-	%		2.77	%		3.76	%		3.74	%		-	%		3.76	%

Total variable-rate debt		203,407			22,257			12,179			193,329			23,197			82			29,958			53,073


Total Nonrecourse Debt	$	936,151		$	110,460		$	150,378		$	976,069		$	408,446		$	66,511		$	221,467		$	563,402
Weighted Average Rate		6.23	%		9.66	%		6.19	%		5.84	%		5.84	%		5.77	%		5.33	%		5.65	%

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Scheduled Maturities Table: Nonrecourse Debt (dollars in thousands) (continued)
As of April 30, 2011



	Fiscal Year Ending January 31, 2016												Thereafter

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

Fixed:
Fixed-rate debt	$	355,676		$	29,326		$	122,636		$	448,986		$	1,445,988		$	66,195		$	793,803		$	2,173,596
Weighted average rate		5.61	%		5.84	%		5.32	%		5.52	%		5.79	%		6.18	%		5.84	%		5.80	%

Variable:
Variable-rate debt		-			-			21,684			21,684			640,260			2,593			115,193			752,860
Weighted average rate		-	%		-	%		1.67	%		1.67	%		7.19	%		3.25	%		4.03	%		6.72	%

Tax-Exempt		869			87			-			782			340,814			6,916			163,673			497,571
Weighted average rate		3.76	%		3.75	%		-	%		3.76	%		1.38	%		2.21	%		1.74	%		1.49	%

Total variable-rate debt		869			87			21,684			22,466			981,074			9,509			278,866			1,250,431


Total Nonrecourse Debt	$	356,545		$	29,413		$	144,320		$	471,452		$	2,427,062		$	75,704		$	1,072,669		$	3,424,027
Weighted Average Rate		5.61	%		5.83	%		4.77	%		5.34	%		5.54	%		5.71	%		5.02	%		5.37	%


	Total

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

Fixed:
Fixed-rate debt	$	3,402,472		$	273,055		$	1,436,851		$	4,566,268
Weighted average rate		6.01	%		7.28	%		5.92	%		5.91	%

Variable:
Variable-rate debt		2,464,927			313,032			323,005			2,474,900
Weighted average rate		4.38	%		3.52	%		3.64	%		4.39	%

Tax-Exempt		771,109			69,286			166,587			868,410
Weighted average rate		2.08	%		2.52	%		1.73	%		1.98	%

Total variable-rate debt		3,236,036			382,318			489,592			3,343,310


Total Nonrecourse Debt	$	6,638,508		$	655,373		$	1,926,443		$	7,909,578
Weighted Average Rate		4.95	%		4.98	%		5.18	%		5.00	%

The following schedules present information on investments in unconsolidated entities.

Investments in Unconsolidated Entities

Investments in unconsolidated entities include investments in and advances to affiliates and cash distributions and losses in excess of unconsolidated investments that the Company does not control and/or is not deemed to be the primary beneficiary, and which are accounted for under the equity method of accounting.

Following is a reconciliation of members’ and partners’ equity to the Company’s carrying value:


	April 30, 2011			January 31, 2011

	(in thousands)

Members’ and partners’ equity, as below	$	717,264		$	587,164
Equity of other members and partners		737,604			616,640


Company’s investment in partnerships		(20,340	)		(29,476	)
Basis differences		134,085			76,634
Advances to and on behalf of other affiliates		91,464			93,859

Total Investments in Unconsolidated Entities	$	205,209		$	141,017


Assets – Investments in unconsolidated investments	$	478,215		$	431,509
Liabilities – Cash distributions and losses in excess of investments in unconsolidated investments		(273,006	)		(290,492	)

Total Investments in Unconsolidated Entities	$	205,209		$	141,017

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


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
	April 30, 2011			January 31, 2011			April 30, 2011			January 31, 2011

	(in thousands)

Balance Sheet:
Real Estate
Completed rental properties	$	6,264,715		$	5,514,041		$	2,340,803		$	1,923,813
Projects under construction and development		130,436			174,106			40,466			79,603
Land held for development or sale		232,477			272,930			97,894			115,607

Total Real Estate		6,627,628			5,961,077			2,479,163			2,119,023

Less accumulated depreciation		(1,108,223	)		(944,968	)		(498,359	)		(424,331	)


Real Estate, net		5,519,405			5,016,109			1,980,804			1,694,692

Cash and equivalents		113,388			109,246			51,675			48,583
Restricted cash - military housing bond funds		373,471			384,584			4,966			5,161
Other restricted cash and escrowed funds		227,909			206,778			78,395			73,729
Other assets		728,130			536,246			239,849			131,486
Operating property assets held for sale ⁽¹⁾		-			67,190			-			-

Total Assets	$	6,962,303		$	6,320,153		$	2,355,689		$	1,953,651


Mortgage debt and notes payable, nonrecourse	$	5,801,532		$	5,301,900		$	1,926,443		$	1,713,367
Other liabilities		443,507			369,871			166,920			124,908
Liabilities of operating property held for sale ⁽¹⁾		-			61,218			-			-

Total Liabilities		6,245,039			5,732,989			2,093,363			1,838,275

Members’ and partners’ equity		717,264			587,164			262,326			115,376


Total Liabilities and Members’ and Partners’ Equity	$	6,962,303		$	6,320,153		$	2,355,689		$	1,953,651

(1)

Represents assets and liabilities of Metropolitan Lofts, an unconsolidated apartment community in Los Angeles, California, which was disposed on February 1, 2011.

Investments in Unconsolidated Entities (continued)


	Combined (100%)						Pro-Rata Share
	(GAAP)						(Non-GAAP)
Three Months Ended April 30,	2011			2010			2011			2010

	(in thousands)

Operations:
Revenues	$	256,189		$	233,025		$	82,714		$	87,539
Equity in earnings (loss) of unconsolidated entities on a pro-rata basis		-			-			(353	)		273
Operating expenses		(154,392	)		(162,383	)		(37,684	)		(53,636	)
Interest expense		(74,227	)		(62,439	)		(23,107	)		(19,956	)
Impairment of real estate ⁽¹⁾		-			(1,457	)		-			(743	)
Depreciation and amortization		(47,392	)		(37,092	)		(14,308	)		(12,799	)
Interest and other income		2,770			2,456			117			750
Noncontrolling interest		-			-			48			(6,444	)

Earnings (loss) from continuing operations		(17,052	)		(27,890	)		7,427			(5,016	)


Discontinued operations:
Operating loss from rental properties		(12	)		(268	)		-			-

Net earnings (loss) (pre-tax)		(17,064	)		(28,158	)		7,427			(5,016	)

Impairment of investment in unconsolidated entities ⁽¹⁾		-			(12,156	)		-			(12,156	)
Gain on disposition of unconsolidated investments ⁽²⁾		12,567			48			12,567			48

Net earnings (loss) (pre-tax) from unconsolidated entities	$	(4,497	)	$	(40,266	)	$	19,994		$	(17,124	)

(1)

The following tables show the detail of impairment of unconsolidated entities:


		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
		Three Months Ended April 30,
		2011		2010		2011		2010

		(in thousands)

Impairment of real estate:

Old Stone Crossing at Caldwell Creek (Mixed-Use Land Development)	Charlotte, North Carolina	$	-	$	1,457	$	-	$	743

		$	-	$	1,457	$	-	$	743


Impairment of investment in unconsolidated entities:
Office Buildings:
818 Mission Street	San Francisco, California		-		4,018		-		4,018
Bulletin Building	San Francisco, California		-		3,543		-		3,543
Metreon (Specialty Retail Center)	San Francisco, California		-		4,595		-		4,595

Total impairment of investment in unconsolidated entities		$	-	$	12,156	$	-	$	12,156


Total impairment of unconsolidated entities		$	-	$	13,613	$	-	$	12,899

(2)

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


		Combined (100%)				Pro-Rata Share
		(GAAP)				(Non-GAAP)
		Three Months Ended April 30,
		2011		2010		2011		2010

		(in thousands)

Gain on disposition of equity method investments:
Apartment Communities:
Metropolitan Lofts	Los Angeles, California	$	9,964	$	-	$	9,964	$	-
Twin Lake Towers	Denver, Colorado		2,603		-		2,603		-
El Centro Mall (Specialty Retail Center)	El Centro, California		-		48		-		48

Gain on disposition of unconsolidated investments		$	12,567	$	48	$	12,567	$	48

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended April 30, 2011 (in thousands)


	Commercial Group 2011															Residential Group 2011
							Plus														Plus
	Full			Less			Unconsolidated			Plus			Pro-Rata			Full			Less		Unconsolidated			Plus		Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation
	(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)

Revenues from real estate operations	$	255,287		$	15,541		$	44,504		$	1,293		$	285,543		$	53,504		$	1,048	$	35,783		$	-	$	88,239
Exclude straight-line rent adjustment		(3,661	)		-			-			-			(3,661	)		226			-		-			-		226

Adjusted revenues		251,626			15,541			44,504			1,293			281,882			53,730			1,048		35,783			-		88,465
Add interest and other income		6,741			(511	)		29			-			7,281			5,876			142		148			-		5,882
Add equity in earnings (loss) of unconsolidated entities, including impairment		2,922			(1	)		(2,923	)		-			-			17,032			49		(16,705	)		-		278
Exclude gain (loss) on disposition of unconsolidated entities		-			-			-			-			-			(12,567	)		-		12,567			-		-
Exclude depreciation and amortization of unconsolidated entities		8,669			-			(8,669	)		-			-			5,556			-		(5,556	)		-		-

Adjusted total income		269,958			15,029			32,941			1,293			289,163			69,627			1,239		26,237			-		94,625
Operating expenses		105,659			7,824			19,089			1,247			118,171			36,177			539		17,131			-		52,769
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		195			-			-			-			195			123			-		-			-		123
Exclude straight-line rent adjustment		(1,274	)		-			-			-			(1,274	)		63			-		-			-		63
Exclude preference payment		(585	)		-			-			-			(585	)		-			-		-			-		-

Adjusted operating expenses		103,995			7,824			19,089			1,247			116,507			36,363			539		17,131			-		52,955
Net operating income		165,963			7,205			13,852			46			172,656			33,264			700		9,106			-		41,670
Interest expense		47,037			3,850			13,852			46			57,085			6,214			501		9,106			-		14,819
(Gain) loss on early extinguishment of debt		296			4			-			-			292			-			-		-			-		-
Noncontrolling interest in earnings before depreciation and amortization		3,351			3,351			-			-			-			199			199		-			-		-
Add: Pre-Tax EBDT from discontinued operations		-			-			-			-			-			-			-		-			-		-

Pre-Tax EBDT		115,279			-			-			-			115,279			26,851			-		-			-		26,851
Income tax expense (benefit)		-			-			-			-			-			-			-		-			-		-

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	115,279		$	-		$	-		$	-		$	115,279		$	26,851		$	-	$	-		$	-	$	26,851

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	115,279		$	-		$	-		$	-		$	115,279		$	26,851		$	-	$	-		$	-	$	26,851
Depreciation and amortization - Real Estate Groups		(50,430	)		-			-			-			(50,430	)		(18,313	)		-		-			-		(18,313	)
Amortization of mortgage procurement costs - Real Estate Groups		(2,731	)		-			-			-			(2,731	)		(840	)		-		-			-		(840	)
Straight-line rent adjustment		2,387			-			-			-			2,387			(163	)		-		-			-		(163	)
Preference payment		(585	)		-			-			-			(585	)		-			-		-			-		-
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest		9,561			-			-			10,038			19,599			-			-		12,567			-		12,567
Gain (loss) on disposition of unconsolidated entities		-			-			-			-			-			12,567			-		(12,567	)		-		-
Impairment of consolidated and unconsolidated real estate		(3,435	)		-			-			-			(3,435	)		-			-		-			-		-
Discontinued operations:
Gain on disposition of rental properties		10,038			-			-			(10,038	)		-			-			-		-			-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	80,084		$	-		$	-		$	-		$	80,084		$	20,102		$	-	$	-		$	-	$	20,102

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended April 30, 2011 (in thousands) (continued)


	Land Development Group 2011													The Nets 2011
						Plus													Plus
	Full			Less		Unconsolidated			Plus		Pro-Rata			Full			Less		Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation
	(GAAP)			Interest		Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)

Revenues from real estate operations	$	8,090		$	651	$	2,427		$	-	$	9,866		$	-		$	-	$	-	$	-	$	-
Exclude straight-line rent adjustment		-			-		-			-		-			-			-		-		-		-

Adjusted revenues		8,090			651		2,427			-		9,866			-			-		-		-		-
Add interest and other income		2,841			229		(60	)		-		2,552			-			-		-		-		-
Add equity in earnings (loss) of unconsolidated entities, including impairment		344			-		(671	)		-		(327	)		(304	)		-		-		-		(304	)
Exclude gain (loss) on disposition of unconsolidated entities		-			-		-			-		-			-			-		-		-		-
Exclude depreciation and amortization of unconsolidated entities		83			-		(83	)		-		-			-			-		-		-		-

Adjusted total income		11,358			880		1,613			-		12,091			(304	)		-		-		-		(304	)
Operating expenses		9,225			604		1,464			-		10,085			-			-		-		-		-
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		31			-		-			-		31			-			-		-		-		-
Exclude straight-line rent adjustment		-			-		-			-		-			-			-		-		-		-
Exclude preference payment		-			-		-			-		-			-			-		-		-		-

Adjusted operating expenses		9,256			604		1,464			-		10,116			-			-		-		-		-
Net operating income		2,102			276		149			-		1,975			(304	)		-		-		-		(304	)
Interest expense		824			104		149			-		869			-			-		-		-		-
(Gain) loss on early extinguishment of debt		-			-		-			-		-			-			-		-		-		-
Noncontrolling interest in earnings before depreciation and amortization		172			172		-			-		-			-			-		-		-		-
Add: Pre-Tax EBDT from discontinued operations		-			-		-			-		-			-			-		-		-		-

Pre-Tax EBDT		1,106			-		-			-		1,106			(304	)		-		-		-		(304	)
Income tax expense (benefit)		-			-		-			-		-			-			-		-		-		-

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	1,106		$	-	$	-		$	-	$	1,106		$	(304	)	$	-	$	-	$	-	$	(304	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	1,106		$	-	$	-		$	-	$	1,106		$	(304	)	$	-	$	-	$	-	$	(304	)
Depreciation and amortization - Real Estate Groups		(86	)		-		-			-		(86	)		-			-		-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		(61	)		-		-			-		(61	)		-			-		-		-		-
Straight-line rent adjustment		-			-		-			-		-			-			-		-		-		-
Preference payment		-			-		-			-		-			-			-		-		-		-
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest		-			-		-			-		-			-			-		-		-		-
Gain (loss) on disposition of unconsolidated entities		-			-		-			-		-			-			-		-		-		-
Impairment of consolidated and unconsolidated real estate		(1,400	)		-		-			-		(1,400	)		-			-		-		-		-
Discontinued operations:
Gain on disposition of rental properties		-			-		-			-		-			-			-		-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(441	)	$	-	$	-		$	-	$	(441	)	$	(304	)	$	-	$	-	$	-	$	(304	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended April 30, 2011 (in thousands) (continued)


	Corporate Activities 2011												Total 2011
						Plus													Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-		$	316,881		$	17,240		$	82,714		$	1,293		$	383,648
Exclude straight-line rent adjustment		-			-		-		-		-			(3,435	)		-			-			-			(3,435	)

Adjusted revenues		-			-		-		-		-			313,446			17,240			82,714			1,293			380,213
Add interest and other income		49			-		-		-		49			15,507			(140	)		117			-			15,764
Add equity in earnings (loss) of unconsolidated entities, including impairment		-			-		-		-		-			19,994			48			(20,299	)		-			(353	)
Exclude gain (loss) on disposition of unconsolidated entities		-			-		-		-		-			(12,567	)		-			12,567			-			-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			14,308			-			(14,308	)		-			-

Adjusted total income		49			-		-		-		49			350,688			17,148			60,791			1,293			395,624
Operating expenses		14,627			-		-		-		14,627			165,688			8,967			37,684			1,247			195,652
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		353			-		-		-		353			702			-			-			-			702
Exclude straight-line rent adjustment		-			-		-		-		-			(1,211	)		-			-			-			(1,211	)
Exclude preference payment		-			-		-		-		-			(585	)		-			-			-			(585	)

Adjusted operating expenses		14,980			-		-		-		14,980			164,594			8,967			37,684			1,247			194,558
Net operating income		(14,931	)		-		-		-		(14,931	)		186,094			8,181			23,107			46			201,066
Interest expense		13,919			-		-		-		13,919			67,994			4,455			23,107			46			86,692
(Gain) loss on early extinguishment of debt		-			-		-		-		-			296			4			-			-			292
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			3,722			3,722			-			-			-
Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-			-			-			-			-			-

Pre-Tax EBDT		(28,850	)		-		-		-		(28,850	)		114,082			-			-			-			114,082
Income tax expense (benefit)		(13,294	)		-		-		-		(13,294	)		(13,294	)		-			-			-			(13,294	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(15,556	)	$	-	$	-	$	-	$	(15,556	)	$	127,376		$	-		$	-		$	-		$	127,376

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(15,556	)	$	-	$	-	$	-	$	(15,556	)	$	127,376		$	-		$	-		$	-		$	127,376
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(68,829	)		-			-			-			(68,829	)
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(3,632	)		-			-			-			(3,632	)
Straight-line rent adjustment		-			-		-		-		-			2,224			-			-			-			2,224
Preference payment		-			-		-		-		-			(585	)		-			-			-			(585	)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of noncontrolling interest		-			-		-		-		-			9,561			-			12,567			10,038			32,166
Gain (loss) on disposition of unconsolidated entities		-			-		-		-		-			12,567			-			(12,567	)		-			-
Impairment of consolidated real estate		-			-		-		-		-			(4,835	)		-			-			-			(4,835	)
Discontinued operations:
Gain on disposition of rental properties		-			-		-		-		-			10,038			-			-			(10,038	)		-
Tax (expense) benefit:
Deferred taxes		(4,813	)		-		-		-		(4,813	)		(4,813	)		-			-			-			(4,813	)
Gain (loss) on disposition of rental properties and partial interest in rental properties		(31,505	)		-		-		-		(31,505	)		(31,505	)		-			-			-			(31,505	)

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(51,874	)	$	-	$	-	$	-	$	(51,874	)	$	47,567		$	-		$	-		$	-		$	47,567

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

Net earnings (loss) attributable to Forest City Enterprises, Inc. common shareholders	$	(55,724	)	$	-	$	-	$	-	$	(55,724	)	$	43,717		$	-		$	-		$	-		$	43,717

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended April 30, 2010 (in thousands) (continued)


	Commercial Group 2010														Residential Group 2010
						Plus															Plus
	Full			Less		Unconsolidated			Plus			Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling		Investments at			Discontinued			Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest		Pro-Rata			Operations			(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	213,210		$	11,850	$	35,504		$	8,762		$	245,626		$	51,392		$	894		$	35,534		$	1,422		$	87,454
Exclude straight-line rent adjustment		(3,662	)		-		-			(163	)		(3,825	)		(452	)		-			-			-			(452	)

Adjusted revenues		209,548			11,850		35,504			8,599			241,801			50,940			894			35,534			1,422			87,002
Add interest and other income		1,945			625		594			1			1,915			2,569			100			177			2			2,648
Add equity in earnings (loss) of unconsolidated entities, including impairment		(8,701	)		-		8,701			-			-			2,038			(221	)		(2,175	)		-			84
Exclude gain (loss) on disposition of unconsolidated entities		(48	)		-		48			-			-			-			-			-			-			-
Exclude impairment of unconsolidated real estate		12,156			-		(12,156	)		-			-			-			-			-			-			-
Exclude depreciation and amortization of unconsolidated entities		5,923			-		(5,923	)		-			-			5,855			-			(5,855	)		-			-

Adjusted total income		220,823			12,475		26,768			8,600			243,716			61,402			773			27,681			1,424			89,734
Operating expenses		102,006			5,320		15,510			4,872			117,068			31,831			539			19,863			775			51,930
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		521			-		-			-			521			561			-			-			-			561
Exclude straight-line rent adjustment		(1,243	)		-		-			-			(1,243	)		1			-			-			-			1
Exclude preference payment		(585	)		-		-			-			(585	)		-			-			-			-			-

Adjusted operating expenses		100,699			5,320		15,510			4,872			115,761			32,393			539			19,863			775			52,492
Net operating income		120,124			7,155		11,258			3,728			127,955			29,009			234			7,818			649			37,242
Interest expense		58,090			4,785		11,258			1,743			66,306			4,856			276			7,818			107			12,505
(Gain) on early extinguishment of debt		-			-		-			-			-			-			-			-			-			-
Noncontrolling interest in earnings before depreciation and amortization		2,370			2,370		-			-			-			(42	)		(42	)		-			-			-
Add: Pre-Tax EBDT from discontinued operations		1,985			-		-			(1,985	)		-			542			-			-			(542	)		-

Pre-Tax EBDT		61,649			-		-			-			61,649			24,737			-			-			-			24,737
Income tax expense (benefit)		568			-		-			-			568			(2,876	)		-			-			-			(2,876	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	61,081		$	-	$	-		$	-		$	61,081		$	27,613		$	-		$	-		$	-		$	27,613

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	61,081		$	-	$	-		$	-		$	61,081		$	27,613		$	-		$	-		$	-		$	27,613
Depreciation and amortization - Real Estate Groups		(50,684	)		-		-			(1,486	)		(52,170	)		(17,323	)		-			-			(382	)		(17,705	)
Amortization of mortgage procurement costs - Real Estate Groups		(2,385	)		-		-			(47	)		(2,432	)		(542	)		-			-			(8	)		(550	)
Deferred taxes - Real Estate Groups		(2,691	)		-		-			(57	)		(2,748	)		(6,639	)		-			-			(109	)		(6,748	)
Straight-line rent adjustment		2,419			-		-			163			2,582			453			-			-			-			453
Preference payment		(585	)		-		-			-			(585	)		-			-			-			-			-
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		(17,432	)		-		29			-			(17,403	)		17,610			-			-			-			17,610
Gain (loss) on disposition of unconsolidated entities, net of tax		29			-		(29	)		-			-			-			-			-			-			-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-		(7,441	)		-			(7,441	)		-			-			-			-			-
Impairment of unconsolidated real estate, net of tax		(7,441	)		-		7,441			-			-			-			-			-			-			-
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		(1,486	)		-		-			1,486			-			(382	)		-			-			382			-
Amortization of mortgage procurement costs - Real Estate Groups		(47	)		-		-			47			-			(8	)		-			-			8			-
Deferred taxes - Real Estate Groups		(57	)		-		-			57			-			(109	)		-			-			109			-
Straight-line rent adjustment		163			-		-			(163	)		-			-			-			-			-			-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(19,116	)	$	-	$	-		$	-		$	(19,116	)	$	20,673		$	-		$	-		$	-		$	20,673

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended April 30, 2010 (in thousands) (continued)


	Land Development Group 2010														The Nets 2010
							Plus														Plus
	Full			Less			Unconsolidated			Plus		Pro-Rata			Full			Less			Unconsolidated		Plus		Pro-Rata
	Consolidation			Noncontrolling			Investments at			Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at		Discontinued		Consolidation
	(GAAP)			Interest			Pro-Rata			Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata		Operations		(Non-GAAP)

Revenues from real estate operations	$	6,858		$	348		$	2,435		$	-	$	8,945		$	-		$	-		$	-	$	-	$	-
Exclude straight-line rent adjustment		(3	)		-			-			-		(3	)		-			-			-		-		-

Adjusted revenues		6,855			348			2,435			-		8,942			-			-			-		-		-
Add interest and other income		2,194			174			8			-		2,028			-			-			14,037		-		14,037
Add equity in earnings (loss) of unconsolidated entities, including impairment		(31	)		-			220			-		189			(10,430	)		(6,223	)		4,207		-		-
Exclude gain (loss) on disposition of unconsolidated entities		-			-			-			-		-			-			-			-		-		-
Exclude impairment of unconsolidated real estate		743			-			(743	)		-		-			-			-			-		-		-
Exclude depreciation and amortization of unconsolidated entities		74			-			(74	)		-		-			-			-			-		-		-

Adjusted total income		9,835			522			1,846			-		11,159			(10,430	)		(6,223	)		18,244		-		14,037
Operating expenses		10,448			504			2,112			-		12,056			-			-			16,151		-		16,151
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		40			-			-			-		40			-			-			947		-		947
Exclude straight-line rent adjustment		-			-			-			-		-			-			-			-		-		-
Exclude preference payment		-			-			-			-		-			-			-			-		-		-

Adjusted operating expenses		10,488			504			2,112			-		12,096			-			-			17,098		-		17,098
Net operating income		(653	)		18			(266	)		-		(937	)		(10,430	)		(6,223	)		1,146		-		(3,061	)
Interest expense		1,308			72			(266	)		-		970			-			-			1,146		-		1,146
(Gain) on early extinguishment of debt		-			-			-			-		-			-			-			-		-		-
Noncontrolling interest in earnings before depreciation and amortization		(54	)		(54	)		-			-		-			(6,223	)		(6,223	)		-		-		-
Add: Pre-Tax EBDT from discontinued operations		-			-			-			-		-			-			-			-		-		-

Pre-Tax EBDT		(1,907	)		-			-			-		(1,907	)		(4,207	)		-			-		-		(4,207	)
Income tax expense (benefit)		385			-			-			-		385			(834	)		-			-		-		(834	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(2,292	)	$	-		$	-		$	-	$	(2,292	)	$	(3,373	)	$	-		$	-	$	-	$	(3,373	)

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(2,292	)	$	-		$	-		$	-	$	(2,292	)	$	(3,373	)	$	-		$	-	$	-	$	(3,373	)
Depreciation and amortization - Real Estate Groups		(79	)		-			-			-		(79	)		-			-			-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		(80	)		-			-			-		(80	)		-			-			-		-		-
Deferred taxes - Real Estate Groups		881			-			-			-		881			-			-			-		-		-
Straight-line rent adjustment		3			-			-			-		3			-			-			-		-		-
Preference payment		-			-			-			-		-			-			-			-		-		-
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-			-			-		-			-			-			-		-		-
Gain (loss) on disposition of unconsolidated entities, net of tax		-			-			-			-		-			-			-			-		-		-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-			(455	)		-		(455	)		-			-			-		-		-
Impairment of unconsolidated real estate, net of tax		(455	)		-			455			-		-			-			-			-		-		-
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-			-			-		-			-			-			-		-		-
Amortization of mortgage procurement costs - Real Estate Groups		-			-			-			-		-			-			-			-		-		-
Deferred taxes - Real Estate Groups		-			-			-			-		-			-			-			-		-		-
Straight-line rent adjustment		-			-			-			-		-			-			-			-		-		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(2,022	)	$	-		$	-		$	-	$	(2,022	)	$	(3,373	)	$	-		$	-	$	-	$	(3,373	)

Forest City Enterprises, Inc. and Subsidiaries
Supplemental Financial Information

Summary of Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) – Three Months Ended April 30, 2010 (in thousands) (continued)


	Corporate Activities 2010												Total 2010
						Plus													Plus
	Full			Less		Unconsolidated		Plus		Pro-Rata			Full			Less			Unconsolidated			Plus			Pro-Rata
	Consolidation			Noncontrolling		Investments at		Discontinued		Consolidation			Consolidation			Noncontrolling			Investments at			Discontinued			Consolidation
	(GAAP)			Interest		Pro-Rata		Operations		(Non-GAAP)			(GAAP)			Interest			Pro-Rata			Operations			(Non-GAAP)

Revenues from real estate operations	$	-		$	-	$	-	$	-	$	-		$	271,460		$	13,092		$	73,473		$	10,184		$	342,025
Exclude straight-line rent adjustment		-			-		-		-		-			(4,117	)		-			-			(163	)		(4,280	)

Adjusted revenues		-			-		-		-		-			267,343			13,092			73,473			10,021			337,745
Add interest and other income		106			-		-		-		106			6,814			899			14,816			3			20,734
Add equity in earnings (loss) of unconsolidated entities, including impairment		-			-		-		-		-			(17,124	)		(6,444	)		10,953			-			273
Exclude gain (loss) on disposition of unconsolidated entities		-			-		-		-		-			(48	)		-			48			-			-
Exclude impairment of unconsolidated real estate		-			-		-		-		-			12,899			-			(12,899	)		-			-
Exclude depreciation and amortization of unconsolidated entities		-			-		-		-		-			11,852			-			(11,852	)		-			-

Adjusted total income		106			-		-		-		106			281,736			7,547			74,539			10,024			358,752
Operating expenses		11,006			-		-		-		11,006			155,291			6,363			53,636			5,647			208,211
Non-Real Estate depreciation and amortization and amortization of mortgage procurement costs		446			-		-		-		446			1,568			-			947			-			2,515
Exclude straight-line rent adjustment		-			-		-		-		-			(1,242	)		-			-			-			(1,242	)
Exclude preference payment		-			-		-		-		-			(585	)		-			-			-			(585	)

Adjusted operating expenses		11,452			-		-		-		11,452			155,032			6,363			54,583			5,647			208,899
Net operating income		(11,346	)		-		-		-		(11,346	)		126,704			1,184			19,956			4,377			149,853
Interest expense		16,864			-		-		-		16,864			81,118			5,133			19,956			1,850			97,791
(Gain) on early extinguishment of debt		(6,297	)		-		-		-		(6,297	)		(6,297	)		-			-			-			(6,297	)
Noncontrolling interest in earnings before depreciation and amortization		-			-		-		-		-			(3,949	)		(3,949	)		-			-			-
Add: Pre-Tax EBDT from discontinued operations		-			-		-		-		-			2,527			-			-			(2,527	)		-

Pre-Tax EBDT		(21,913	)		-		-		-		(21,913	)		58,359			-			-			-			58,359
Income tax expense (benefit)		(9,351	)		-		-		-		(9,351	)		(12,108	)		-			-			-			(12,108	)

Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(12,562	)	$	-	$	-	$	-	$	(12,562	)	$	70,467		$	-		$	-		$	-		$	70,467

Reconciliation to net earnings:
Earnings before depreciation, amortization and deferred taxes (EBDT)	$	(12,562	)	$	-	$	-	$	-	$	(12,562	)	$	70,467		$	-		$	-		$	-		$	70,467
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(68,086	)		-			-			(1,868	)		(69,954	)
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(3,007	)		-			-			(55	)		(3,062	)
Deferred taxes - Real Estate Groups		838			-		-		-		838			(7,611	)		-			-			(166	)		(7,777	)
Straight-line rent adjustment		-			-		-		-		-			2,875			-			-			163			3,038
Preference payment		-			-		-		-		-			(585	)		-			-			-			(585	)
Gain (loss) on disposition of rental properties and partial interests in rental properties, net of tax		-			-		-		-		-			178			-			29			-			207
Gain (loss) on disposition of unconsolidated entities, net of tax		-			-		-		-		-			29			-			(29	)		-			-
Impairment of consolidated and unconsolidated real estate, net of tax		-			-		-		-		-			-			-			(7,896	)		-			(7,896	)
Impairment of unconsolidated real estate, net of tax		-			-		-		-		-			(7,896	)		-			7,896			-			-
Discontinued operations, net of tax:
Depreciation and amortization - Real Estate Groups		-			-		-		-		-			(1,868	)		-			-			1,868			-
Amortization of mortgage procurement costs - Real Estate Groups		-			-		-		-		-			(55	)		-			-			55			-
Deferred taxes - Real Estate Groups		-			-		-		-		-			(166	)		-			-			166			-
Straight-line rent adjustment		-			-		-		-		-			163			-			-			(163	)		-

Net earnings (loss) attributable to Forest City Enterprises, Inc.	$	(11,724	)	$	-	$	-	$	-	$	(11,724	)	$	(15,562	)	$	-		$	-		$	-		$	(15,562	)

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FOREST CITY ENTERPRISES INC Reports