Forest City Reports Fiscal 2008 Full-Year and Fourth-Quarter Results

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Mon Mar 30, 2009 7:36am EDT

CLEVELAND, March 30 /PRNewswire-FirstCall/ --  Forest City Enterprises, Inc.
(NYSE: FCEA and FCEB) today announced EBDT, net earnings and revenues for the
fourth quarter and full year ended January 31, 2009.

(Logo: http://www.newscom.com/cgi-bin/prnh/20080515/FRSTCTYLOGO )


EBDT

EBDT (Earnings Before Depreciation, Amortization and Deferred Taxes) for the
full year ended January 31, 2009, was $218.9 million, or $2.05 per share, a
17.0 percent decrease on a per-share basis compared with last year's $265.7
million, or $2.47 per share. EBDT for the fourth quarter was $70.5 million, or
$0.66 per share, a 22.4 percent decrease on a per-share basis compared with
last year's fourth-quarter EBDT of $91.2 million, or $0.85 per share. For an
explanation of the variances, see the section titled "Review and Discussion of
Results" in this news release.

EBDT and EBDT per share are non-Generally Accepted Accounting Principle (GAAP)
measures. A reconciliation of net earnings (the most directly comparable GAAP
measure to EBDT) to EBDT is provided in the Financial Highlights table in this
news release.

Net Earnings/Loss

The net loss for the full year was $112.2 million, or $1.09 per share,
compared with net earnings of $52.4 million, or $0.51 per share, in 2007. The
net loss for the fourth quarter was $45.1 million, or $0.44 per share,
compared with net earnings of $12.6 million, or $0.12 per share, in the prior
year. In addition to the factors described in "Review and Discussion of
Results," the net earnings variance was impacted by lower gain on disposition
of consolidated and unconsolidated properties of $62.1 million (after tax) in
2008 compared with the prior year.

Revenues

Revenues for the year ended January 31, 2009, were $1.29 billion, a 0.3
percent increase compared with prior year revenues. Fourth-quarter
consolidated revenues were $323.0 million compared with $404.4 million last
year. The revenue variance in the fourth quarter of fiscal 2008 compared with
the fourth quarter of the prior year is primarily attributable to decreased
land sales.

Liquidity

At January 31, 2009, the Company had more than $500 million in cash and credit
available, including $181.6 million in cash and $318.6 million of available
borrowings on the Company's revolving line of credit.

Review and Discussion of Results 

Fourth-Quarter EBDT

In the fourth quarter, total EBDT for the Company was $70.5 million.

Pre-tax EBDT from the Company's Commercial and Residential segments decreased
by $4.0 million compared with the fourth quarter of 2007. The portfolio of
rental properties improved primarily from lower interest expense as a result
of lower interest rates, while net operating income (NOI) was relatively flat
due to the weakened economy in the fourth quarter. This improvement in the
portfolio was offset by a decrease of $11.0 million related to the change in
the fair market value of one of our 10-year forward swaps and a related
interest rate floor.

Additionally, EBDT in the Company's Land segment decreased $21.9 million
(pre-tax), the company reported a larger share ($3.3 million pre-tax) of
losses for the Nets basketball team compared with the prior year, and
corporate activities were impacted by a severance charge of $8.7 million
pre-tax. EBDT was favorably impacted by a larger tax benefit ($17.5 million)
in the quarter compared with the fourth quarter of 2007.

Full-year EBDT

(An exhibit illustrating factors impacting the Company's full-year 2008 EBDT
results is available on the investor relations page of the Company's website,
www.forestcity.net.)

For the year, total EBDT for the Company was $218.9 million.

Pre-tax EBDT in the Company's combined Commercial and Residential segments
decreased $7.6 million compared with the prior year. In these segments,
full-year pre-tax EBDT from the operating portfolio increased $50.4 million,
as both mature and new properties experienced EBDT growth from increased NOI
and decreased interest expense. This increase in the portfolio was favorably
impacted by increases of $18.3 million from Military Housing, $13.8 million of
lower interest expense on our mature portfolio, and $12.2 million from lease
termination fee income.

Unfavorable factors impacting full-year pre-tax EBDT for these segments
included decreases of $9.2 million related to the change in the fair market
value of one of our 10-year forward swaps and a related interest rate floor, a
2007 gain on the sale of the Sterling Glen of Roslyn assisted-living
development project of $17.8 million which did not recur in 2008, and
increased development project write-offs of $30.9 million. EBDT in the
company's Land segment decreased $35.1 million pre-tax compared to 2007 and
was unfavorably impacted by the third-quarter charge of $12.4 million pre-tax
related to an uncollectable obligation from Lehman Brothers, Inc.

Additionally, total EBDT was impacted by the previously mentioned
fourth-quarter pre-tax severance charge of $8.7 million, reporting a larger
share ($20.1 million pre-tax) of losses for the Nets basketball team compared
with the prior year, and by a larger tax benefit of $16.3 million.

The increased loss from the Nets stems from the Company advancing capital to
fund the team's operating losses on behalf of both itself and certain
non-funding partners. While these advances receive preferential capital
treatment, Forest City reports losses, including significant non-cash losses
resulting from amortization, in excess of its 23 percent legal ownership. The
overall operating loss for the team is comparable to the prior year.

Commentary

Charles A. Ratner, Forest City president and chief executive officer,
commented on both the full-year and fourth-quarter results.

"As we have stated previously, our leadership is clearly focused on liquidity
as the highest priority for the Company, given current economic and financial
market conditions. We ended fiscal 2008 with more than $500 million in cash
and credit available. During the year, we addressed all of our approximately
$842 million ($900 million at the Company's pro-rata share) of 2008 loan
maturities, with the exception of $13 million ($20 million at the Company's
pro-rata share) in loans still in negotiation with lenders.  In addition, we
have already made progress on addressing 2009 maturities.

"Turning to our operating results, our portfolio of commercial and residential
rental properties continues to demonstrate that this base of high-quality
assets in good markets is a source of significant cash flow and long-term
value for the Company. For the full year, pre-tax EBDT from our portfolio grew
by approximately $50 million, despite the softening of overall results in the
fourth quarter.

"We are also pleased with the performance of new property openings and
acquisitions, which added approximately $9 million to pre-tax EBDT. We
anticipate that they will continue to contribute to our results as they reach
stabilization. In addition, our military housing business continues to be a
consistent contributor, even as early-phase development fees taper off in the
first few completed communities, and we move to an ongoing management and
ownership role.

"As anticipated, results deteriorated in the fourth quarter as fundamentals in
the general economy and financial markets impacted the entire real estate
industry and our performance as well. Overall comparable property net
operating income ended the year relatively flat, despite continued strength in
our portfolio of office buildings. Results from our retail properties and, to
a lesser degree, from our residential multifamily portfolio, softened as we
experienced decreased consumer spending and recession-related stresses in our
tenant base. As has been the case all year, our land business continues to be
very soft. These results for the fourth quarter foreshadow what we expect will
be continued challenging business conditions in 2009.

"Clearly, our results for the year, and for the fourth quarter in particular,
also included a number of atypical items. Some of these were the result of the
turbulence in the external economic and financial market environment,
including the third-quarter charge related to Lehman Brothers, increased
lease-termination income and losses on forward swaps and hedges.

"At the same time, a number of items arose from our strategic efforts to
respond to external conditions. For example, increased project write-offs, in
large measure, reflect our efforts to curtail development activity and slow
our pipeline in order to preserve liquidity. The severance charge we took in
the fourth quarter, and the additional charge we will take in the first
quarter of 2009, are the result of workforce reductions that are one element
of our efforts to reduce overhead and drive costs out of the business."

NOI, Occupancies and Rent

In the fourth quarter, comparable property net operating income (NOI)
decreased 2.3 percent compared with the prior year. Comparable property NOI
for the quarter increased in the office portfolio by 2.9 percent, while it
decreased in the retail and residential portfolios by 5.3 percent and 2.1
percent, respectively. For the full year, overall comparable property NOI
increased 0.4 percent, with increases of 1.2 percent in office, 0.3 in retail
and 0.2 in residential.

Comparable property NOI, defined as NOI from properties operated for the full
year in both 2008 and 2007, is a non-GAAP financial measure and is based on
the pro-rata consolidation method, also a non-GAAP financial measure. Included
in this release is a schedule that presents comparable property NOI on the
full consolidation method.

Comparable retail occupancies were 90.4 percent at the end of 2008, while
comparable office occupancies were 90.8 percent. In the residential portfolio,
comparable average occupancies were 92.2 percent and comparable property net
rental income ended the year at 89.4 percent. In our regional malls, leasing
spreads were up 7.0 percent for the year. In the office portfolio, leasing
spreads increased 18.1 percent in the New York market and 6.1 percent for the
remainder of the office portfolio.  Regional mall sales averaged $423 per
square foot on a rolling 12-month basis, while comparable regional mall sales
decreased 6.9 percent, a reflection of the economic downturn.

Strategy Update

"During our fiscal third quarter, we implemented a five-part strategy to
preserve liquidity and sustain and transform our Company in the face of
difficult economic and financial market conditions," Ratner said. "Since that
time, we have made progress on each element, including the following specific
examples:

    -- Significantly slowing development. During the last four years,
       Forest City has begun construction of more than $3.4 billion in new
       real estate, including $1.0 billion in 2008. In 2009, we do not
       anticipate commencing construction on any new projects, with the
       exception of the arena at our Atlantic Yards project in Brooklyn,
       and a fee-based development project in Las Vegas. At the same time,
       though, we remain committed to completing projects already under
       construction, as well as to actively pursuing and maintaining
       entitlements on long-term developments in key markets.

    -- Driving costs out of the business. We have made meaningful progress
       on this initiative, including the difficult step of work force
       reductions. Through targeted reductions and through attrition over
       the last 12-18 months, we have reduced our work force by nearly 500,
       or approximately 30 percent of our non-property staff. This
       decrease, coupled with other overhead cost reductions has resulted
       in $70 million to $80 million of cost savings on an annualized
       basis, approximately 60 percent of which is associated with
       development. We have accomplished this while remaining committed to
       retaining a strong core of real estate talent.

    -- Accessing the equity value in our portfolio. This is clearly a
       challenging time to sell real estate. Despite this, we believe the
       quality and diversity of our products and markets will yield
       attractive opportunities for selective sales, third-party equity
       investments or joint ventures. We are actively evaluating a variety
       of options in this area. During the fourth quarter, Forest City
       completed the sale of the Sterling Glen of Rye Brook supported-
       living community to Atria Senior Living Group. The selling price was
       $69.8 million and the transaction generated approximately $23
       million in net proceeds.

    -- Proactively managing debt maturities with a continued commitment to
       nonrecourse financing. As previously mentioned, we successfully
       addressed all of our $842 million ($900 million at the Company's
       pro-rata share) in 2008 debt maturities during the year, with the
       exception of $13 million ($20 million at the Company's pro-rata
       share) still in negotiation.

       In late January, 2009, the Company secured an extension on the
       financing for Two MetroTech Center, a 521,000-square-foot office
       building at the Company's MetroTech Center corporate campus in
       Brooklyn. In early February, we closed a $161.9 million refinancing
       from Gramercy Capital Corp. and certain co-lenders on a land loan
       associated with our Atlantic Yards project in Brooklyn. In mid-
       March, we announced an extension from JPMorgan Chase, N.A., of a
       credit facility related to the Nets.

       Our continued ability to manage our financing needs demonstrate the
       strength of our lender relationships and the quality of our products
       and markets, and we believe current market conditions will continue
       to highlight the significant benefits of nonrecourse financing.

    -- Selectively taking advantage of opportunities created by market
       conditions. We continue to believe that our track record and
       extensive relationships with tenants, financial institutions,
       communities and industry partners will bring us opportunities as a
       result of the dislocations in the real estate and capital markets.
       We are currently pursuing several opportunities in areas such as
       property management, development/redevelopment, and disposition
       management services. Such opportunities can maximize short-term
       resource utilization while also contributing to results without the
       need for any substantial equity investment.


Debt Maturities and Financing Activity Update

During 2008, Forest City closed on transactions totaling $2.3 billion in
nonrecourse mortgage financings, including $580 million in refinancings, $1.1
billion in development projects and acquisitions, and $643 million in loan
extensions and additional fundings. During the fourth quarter, the Company
closed on nine loan transactions totaling $334 million. Since January 31,
2009, the Company has closed on financings totaling approximately $168 million
in nonrecourse mortgage financings.

As of January 31, 2009 the Company's weighted average cost of mortgage debt
decreased to 5.00 percent from 5.87 percent at January 31, 2008 primarily due
to a decrease in variable-rate mortgage debt. Fixed-rate mortgage debt, which
represented 74 percent of the Company's total nonrecourse mortgage debt, and
is inclusive of interest rate swaps, declined from 6.12 percent at January 31,
2008, to 6.04 percent at January 31, 2009. The variable-rate mortgage debt
decreased from 5.06 percent at January 31, 2008, to 1.98 percent at January
31, 2009.

Project Updates

Openings

During 2008, Forest City opened or acquired 14 projects, adding $893.8 million
of cost at the Company's pro-rata share and $743.0 million on a full
consolidation basis.

Forest City opened three retail centers during the year:

    --  White Oak Village, an 800,000-square-foot retail center near Richmond,
        Virginia, which is currently 85 percent leased and committed.
    --  The Shops at Wiregrass, a 642,000-square-foot lifestyle center near
        Tampa, Florida, that is 90 percent leased and committed.


    --  Orchard Town Center, a 980,000-square-foot open-air lifestyle center
in
        Westminster, Colorado, which is 73 percent leased and committed.



In the office portfolio, 855 North Wolfe Street, a 279,000-square-foot,
state-of-the-art research office building opened at the Science + Technology
Park at Johns Hopkins in Baltimore during the first half of the year and is
currently 53 percent leased and committed. Tenants include the Johns Hopkins
Institute for Basic Biomedical Sciences, the Howard Hughes Medical Institute,
and the Johns Hopkins Brain Science Institute.

At Mesa del Sol, the Company completed phase one of a new, 210,000-square-foot
office building for Fidelity Investments and announced an agreement with
Sandia National Laboratories to partner on the development of solar
technologies. Mesa del Sol is already home to solar industry companies SCHOTT
Solar and Advent Solar. In addition, Mesa del Sol's 74,000-square-foot Town
Center was completed in January, 2009, and is currently 63 percent leased.

Forest City opened four residential properties: the 131-unit Lucky Strike
Building at the Company's Tobacco Row adaptive reuse apartment community in
Richmond, Virginia; the 366-unit Mercantile Placeon Main redevelopment in
Dallas; the 665-unit Uptown Apartments in center city Oakland; and the first
building at Hamel Mill Lofts a collection of high-end, historically renovated
rental apartment buildings in Haverhill, Massachusetts.

Under Construction

At the end of fiscal 2008, Forest City had eight projects under construction
with a total project cost of $2.1 billion at the Company's pro-rata share.
These include three large retail centers: the 1.2-million-square-foot Ridge
Hill in Yonkers, New York; the 517,000-square-foot East River Plaza in
Manhattan; and the 500,000-square-foot Village at Gulfstream in Hallandale
Beach, Florida. Forest City recently reached an agreement with the City of
Hallandale Beach for tax-increment financing, solidifying a public-private
partnership to bring the Gulfstream project to fruition. The Company recently
announced 32 upscale and luxury tenants for this center, which is scheduled to
open in February, 2010.

Also under construction is a 127,000-square-foot expansion of the Company's
Promenade in Temecula retail center in Southern California. The expansion,
which is set to open this month, is currently 61 percent leased with tenants
including Coach, Pottery Barn, and Williams-Sonoma.

In the residential portfolio, construction continues on 80 Dekalb, a 34-story
80/20 residential tower in Brooklyn, Presidio a 161-unit adaptive re-use
apartment community at the foot of the Golden Gate Bridge in San Francisco,
and Beekman, a Frank Gehry-designed residential high-rise in lower Manhattan
that will have approximately 900 market-rate apartments as well as a pre-K
through eighth-grade school, and an ambulatory care center. In light of
economic and market conditions, including falling prices for construction, the
Company has initiated a study of costs and timing for Beekman to identify
possible options to achieve savings on completion of the project. Work
continues at the site and both the school and ambulatory care center will open
on time, as scheduled.

Among the Company's major mixed-use projects, the Waterfront Station
redevelopment project in Southwest Washington, D.C., is under construction and
on track for a spring 2010 opening. The first two buildings, which total
628,000 square feet of office and retail space, have already topped out at
eight stories, are fully leased to the District of Columbia for governmental
offices and have been designed to meet LEED Silver standards.
The Company's Atlantic Yards project in Brooklyn has had two significant
achievements since the end of the fiscal year. The first is the previously
mentioned $161.9 million land loan refinancing. The second is a ruling in New
York State Appellate Court that upheld a prior State Supreme Court finding
that the state met all of its obligations in the public approvals and
environmental review process associated with the project. The ruling marks the
22nd consecutive court ruling in favor of the project, with only one material
lawsuit still pending.

Forest City's Stapleton redevelopment project continues to demonstrate the
value of the unique "sense of place" created there. Despite a slowdown in the
Company's sales of lots to home builders, more than 500 homes were sold at
Stapleton during 2008, including 314 new homes and 194 resales. The average
selling price was approximately $430,000, consistent with average prices over
the past several years. Notably, at the end of 2008, of the approximately
3,600 homes at Stapleton, only nine were under foreclosure action.

Also at Stapleton, the Northfield retail center will benefit from an
allocation of $12 million to the State of Colorado from the American Recovery
and Reinvestment Act of 2009, also known as the Economic Stimulus Package, for
a new highway interchange serving Northfield. The allocation brings the total
project funding to $34 million and will allow construction of the interchange
to begin, with an expected opening in late 2010. The interchange will not only
provide easier access to Northfield, but is also an important step in
achieving the long-term vision for Stapleton.

Year-End Summary and Outlook

"While it is impossible to predict the course of the economy or financial
markets, we continue to position the Company to deal with the difficult
environment," Ratner said. "We are cautious about current conditions, but we
remain confident in the longer term. We believe strongly in the fundamentals
of the real estate business, in the strength of our operating portfolio, our
product and market strategies, and in the long-term value we can create
through development.

"We have built a strong portfolio of high-quality assets in good markets that
represent real value and produce solid cash flow. We will continue to add to
that portfolio as we complete projects already under construction, and we will
identify and capitalize on additional opportunities created by current market
conditions.

"By taking steps today to shape our Company for the future -- including
preserving liquidity, focusing on operations, retaining core real estate
talent, and maintaining a reservoir of entitled development opportunities --
we are  positioning the Company to take advantage of long-term growth and
value-creation opportunities when conditions improve."

Corporate Description

Forest City Enterprises, Inc. is a $11.4 billion NYSE-listed national real
estate company. The Company is principally engaged in the ownership,
development, management and acquisition of commercial and residential real
estate and land throughout the United States.

Supplemental Package

Please refer to the Investor Relations section of the Company's website at
www.forestcity.net for a Supplemental Package, which the Company will also
furnish to the Securities and Exchange Commission on Form 8-K. This
Supplemental Package includes operating and financial information for the year
ended January 31, 2009, with reconciliations of non-GAAP financial measures,
such as EBDT, comparable NOI and pro-rata financial statements, to their most
directly comparable GAAP financial measures.

EBDT

The Company uses an additional measure, along with net earnings, to report its
operating results. This non-GAAP measure, referred to as Earnings Before
Depreciation, Amortization and Deferred Taxes ("EBDT"),  is not a measure of
operating results or cash flows from operations as defined by GAAP and may not
be directly comparable to similarly titled measures reported by other
companies.

The Company believes that EBDT provides additional information about its core
operations and, along with net earnings, is necessary to understand its
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. The Company believes EBDT is important to investors because it provides
another method for the investor to measure its long-term operating
performance, as net earnings can vary from year to year due to property
dispositions, acquisitions and other factors that have a short-term impact.

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

EBDT is reconciled to net earnings, the most comparable financial measure
calculated in accordance with GAAP, in the table titled Financial Highlights
below and in the Company's Supplemental Package, which the Company will also
furnish to the SEC on Form 8-K. 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. The Company excludes
depreciation and amortization expense related to real estate operations from
EBDT because it believes the values of its properties, in general, have
appreciated over time in excess of their original cost. Deferred taxes from
real estate operations, which are the result of timing differences of certain
net expense items deducted in a future year for federal income tax purposes,
are excluded until the year in which they are reflected in the Company's
current tax provision. The impairment of real estate is excluded from EBDT
because it varies from year to year based on factors unrelated to the
Company's overall financial performance and is related to the ultimate gain on
dispositions of operating properties. The Company's EBDT may not be directly
comparable to similarly titled measures reported by other companies.

Pro-Rata Consolidation Method

This press release contains certain financial measures prepared in accordance
with GAAP under the full consolidation accounting method and certain financial
measures prepared in accordance with the pro-rata consolidation method
(non-GAAP). The Company presents certain financial amounts under the pro-rata
method because it believes this information is useful to investors as this
method reflects the manner in which the Company operates its business. In line
with industry practice, the Company has made a large number of investments in
which its economic ownership is less than 100 percent as a means of procuring
opportunities and sharing risk. Under the pro-rata consolidation method, the
Company presents its investments proportionate to its economic share of
ownership. Under GAAP, the full consolidation method is used to report
partnership assets and liabilities consolidated at 100 percent if deemed to be
under its control or if the Company is deemed to be the primary beneficiary of
the variable interest entities ("VIE"), even if its ownership is not 100
percent. The Company provides reconciliations from the full consolidation
method to the pro-rata consolidation method, in the exhibits below and
throughout its Supplemental Package, which the Company will also furnish to
the SEC on Form 8-K.

Safe Harbor Language

Statements made in this news release that state the Company's or management's
intentions, hopes, beliefs, expectations or predictions of the future are
forward-looking statements. The Company's actual results could differ
materially from those expressed or implied in such forward-looking statements
due to various risks, uncertainties and other factors. Risks and factors that
could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the impact of
current market conditions on our liquidity, ability to finance or refinance
projects and repay our debt, general real estate investment and development
risks, vacancies in our properties, further downturns in the housing market,
competition, illiquidity of real estate investments, bankruptcy or defaults of
tenants, anchor store consolidations or closings, international activities,
the impact of terrorist acts, risks associated with an investment in a
professional sports team, our substantial debt leverage and the ability to
obtain and service debt, the impact of restrictions imposed by our credit
facility and senior debt, exposure to hedging agreements, the level and
volatility of interest rates, the continued availability of tax-exempt
government financing, the impact of credit rating downgrades, effects of
uninsured or underinsured losses, environmental liabilities, conflicts of
interest, risks associated with developing and managing properties in
partnership with others, the ability to maintain effective internal controls,
compliance with governmental regulations, volatility in the market price of
our publicly traded securities, litigation risks, as well as other risks
listed from time to time in the Company's SEC filings, including but not
limited to, the Company's annual and quarterly reports.



                 Forest City Enterprises, Inc. and Subsidiaries
                              Financial Highlights
                      Year Ended January 31, 2009 and 2008
                  (dollars in thousands, except per share data)

                                       Three Months Ended,         Increase
                                           January 31,            (Decrease)
                                    ------------------------   ---------------
                                        2009         2008      Amount  Percent
                                    ------------------------   ---------------
    Operating Results:
    Earnings (loss) from continuing
     operations                        $(48,901)     $11,665  $(60,566)
    Discontinued operations, net of
     tax and minority interest (1)        3,816          940     2,876
                                    ------------------------   -------
    Net Earnings (loss)                $(45,085)     $12,605  $(57,690)
                                    ========================   =======

    Earnings Before Depreciation,
     Amortization and  Deferred
     Taxes (EBDT) (2)                   $70,502      $91,188  $(20,686)(22.7%)
                                    ========================   =======
    Reconciliation of Net Earnings
     to Earnings Before
     Depreciation, Amortization and
     Deferred Taxes (EBDT)(2):

      Net Earnings (loss)              $(45,085)     $12,605  $(57,690)

      Depreciation and amortization
       - Real Estate Groups (7)          75,511       65,393    10,118

      Amortization of mortgage
       procurement costs - Real
       Estate Groups (7)                  3,779        3,143       636

      Deferred income tax expense -
       Real Estate Groups (8)              (913)      11,283   (12,196)

      Deferred income tax expense -
       Non-Real Estate Groups: (8)
            Gain on disposition of
             other investments              428          404        24

      Current income tax expense on
       non-operating earnings: (8)
            Gain on disposition of
             other investments              -            -         -
            Gain on disposition
             included in
             discontinued
             operations                  20,439          -      20,439
            Gain on disposition of
             unconsolidated
             entities                       -          6,458    (6,458)

    Straight-line rent adjustment (3)     4,284       (7,263)   11,547
                                                                   -
    Preference payment (6)                  585          936      (351)

    Preferred return on disposition         731          -         731

    Impairment of real estate             1,262           92     1,170

    Impairment of unconsolidated
     entities                            15,259       11,469     3,790

    Gain on disposition of
     unconsolidated entities                -        (12,286)   12,286

    Gain on disposition of other
     investments                            -            -         -

    Discontinued operations: (1)
            Gain on disposition of
             rental properties           (5,778)      (1,046)   (4,732)
                                    ------------------------   -------

    Earnings Before Depreciation,
     Amortization and  Deferred
     Taxes (EBDT) (2)                   $70,502      $91,188  $(20,686)(22.7%)
                                    ========================   =======
    Diluted Earnings per Common
     Share:

    Earnings (loss) from continuing
     operations                          $(0.48)       $0.11    $(0.59)
    Discontinued operations, net of
     tax and minority interest (1)         0.04         0.01      0.03
                                    ------------------------   -------
    Net earnings (loss) (5)              $(0.44)       $0.12    $(0.56)
                                    ========================   =======
    Earnings Before Depreciation,
     Amortization and Deferred
     Taxes (EBDT) (2) (4)                 $0.66        $0.85    $(0.19)(22.4%)
                                    ========================   =======
    Operating earnings (loss), net
     of tax (a non-GAAP financial
     measure)                            $(0.34)       $0.19    $(0.53)

    Impairment of real estate, net
     of tax                               (0.10)       (0.07)    (0.03)

    Gain on disposition of rental
     properties and other
     investments, net of tax               0.03         0.08     (0.05)

    Minority interest                     (0.03)       (0.08)     0.05
                                    ------------------------   -------
    Net earnings (loss) (5)              $(0.44)       $0.12    $(0.56)
                                    ========================   =======
    Basic weighted average shares
     outstanding (4)                102,876,107  102,477,234   398,873
                                    ========================   =======
    Diluted weighted average shares
     outstanding (4)                106,534,313  107,258,725  (724,412)
                                    ========================   =======



                 Forest City Enterprises, Inc. and Subsidiaries
                              Financial Highlights
                      Year Ended January 31, 2009 and 2008
                  (dollars in thousands, except per share data)

                                         Year Ended              Increase
                                         January 31,            (Decrease)
                                  -------------------------   ----------------
                                      2009          2008      Amount   Percent
                                  -------------------------   ----------------

    Operating Results:
    Earnings (loss) from
     continuing operations           $(122,012)    $(13,293) $(108,719)
    Discontinued operations, net
     of tax and minority interest (1)    9,812       65,718    (55,906)
                                   ------------------------   --------
    Net Earnings (loss)              $(112,200)     $52,425  $(164,625)
                                   ========================   ========
    Earnings Before Depreciation,
     Amortization and  Deferred
     Taxes (EBDT) (2)                 $218,937     $265,718   $(46,781)(17.6%)
                                   ========================   ========
    Reconciliation of Net Earnings
     to Earnings Before
     Depreciation, Amortization
     and Deferred Taxes
     (EBDT) (2):

      Net Earnings (loss)            $(112,200)     $52,425  $(164,625)

      Depreciation and
       amortization - Real Estate
       Groups (7)                      290,768      250,951     39,817

      Amortization of mortgage
       procurement costs - Real
       Estate Groups (7)                13,788       13,126        662

      Deferred income tax expense
       - Real Estate Groups (8)         (5,671)      32,864    (38,535)

      Deferred income tax expense
       - Non-Real Estate Groups: (8)
            Gain on disposition of
             other investments             486          347        139

      Current income tax expense
       on non-operating earnings: (8)
            Gain on disposition of
             other investments             -            290       (290)
            Gain on disposition
             included in
             discontinued
             operations                 20,439       26,834     (6,395)
            Gain on disposition of
             unconsolidated
             entities                      506        6,458     (5,952)

    Straight-line rent adjustment (3)     (358)     (16,551)    16,193

    Preference payment (6)               3,329        3,707       (378)

    Preferred return on
     disposition                           939        5,034     (4,095)

    Impairment of real estate            1,262           92      1,170

    Impairment of unconsolidated
     entities                           21,285       11,469      9,816

    Gain on disposition of
     unconsolidated entities            (1,081)     (14,392)    13,311

    Gain on disposition of other
     investments                          (150)        (603)       453

    Discontinued operations: (1)
            Gain on disposition of
             rental properties         (14,405)    (106,333)    91,928
                                   ------------------------   --------

    Earnings Before Depreciation,
     Amortization and  Deferred
     Taxes (EBDT) (2)                 $218,937     $265,718   $(46,781)(17.6%)
                                   ========================   ========
    Diluted Earnings per Common
     Share:

    Earnings (loss) from
     continuing operations              $(1.19)      $(0.13)    $(1.06)
    Discontinued operations, net
     of tax and minority interest (1)     0.10         0.64      (0.54)
                                   ------------------------   --------
    Net earnings (loss) (5)             $(1.09)       $0.51     $(1.60)
                                   ========================   ========
    Earnings Before Depreciation,
     Amortization and Deferred
     Taxes (EBDT) (2) (4)                $2.05        $2.47     $(0.42)(17.0%)
                                   ========================   ========
    Operating earnings (loss), net
     of tax (a non-GAAP financial
     measure)                           $(0.92)       $0.07     $(0.99)

    Impairment of real estate, net
     of tax                              (0.13)       (0.07)     (0.06)

    Gain on disposition of rental
     properties and other
     investments, net of tax              0.09         0.70      (0.61)

    Minority interest                    (0.13)       (0.19)      0.06
                                   ------------------------   --------
    Net earnings (loss) (5)             $(1.09)       $0.51     $(1.60)
                                   ========================   ========
    Basic weighted average shares
     outstanding (4)               102,755,315  102,261,740    493,575
                                   ========================   ========
    Diluted weighted average
     shares outstanding (4)        106,968,999  107,575,307   (606,308)
                                   ========================   ========


                Forest City Enterprises, Inc. and Subsidiaries
                             Financial Highlights
                     Year Ended January 31, 2009 and 2008
                            (dollars in thousands)

                                        Three Months Ended,      Increase
                                           January 31,          (Decrease)
                                       -------------------   ----------------
                                          2009      2008     Amount   Percent
                                       -------------------   ----------------
    Operating Earnings (a non-GAAP
     financial measure) and
     Reconciliation to Net Earnings:
    Revenues from real estate
     operations
      Commercial Group                  $251,704  $275,644  $(23,940)
      Residential Group                   61,266    75,235   (13,969)
      Land Development Group              10,004    53,501   (43,497)
      Corporate Activities                     -         -         -
                                       -------------------   --------
           Total Revenues                322,974   404,380   (81,406)  (20.1%)

    Operating expenses                  (187,835) (240,551)   52,716
    Interest expense                    (105,616)  (90,133)  (15,483)
    Loss on early extinguishment of
     debt                                   (620)      (52)     (568)
    Amortization of mortgage
     procurement costs (7)                (3,332)   (2,573)     (759)
    Depreciation and amortization (7)    (68,835)  (62,170)   (6,665)
    Interest and other income             14,430    21,002    (6,572)
    Equity in earnings (loss),
     including impairment, of
     unconsolidated entities             (16,798)    6,465   (23,263)
    Impairment of unconsolidated
     entities                             15,259    11,469     3,790
    Gain on disposition of
     unconsolidated entities                   -   (12,286)   12,286
    Preferred Return on Disposition          731         -       731
    Revenues and interest income from
     discontinued operations (1)           1,651     2,557      (906)
    Expenses from Discontinued
     Operations (1)                       (1,209)   (2,070)      861
                                       -------------------   --------
    Operating earnings (loss) (a non-
     GAAP financial measure)             (29,200)   36,038   (65,238)
                                       -------------------   --------
    Income tax expense (8)                 1,486   (15,985)   17,471
    Income tax expense from
     discontinued operations (1) (8)      (2,404)     (593)   (1,811)
    Income tax expense on non-operating
     earnings items (see below)           (4,468)      683    (5,151)
                                       -------------------   --------
    Operating earnings (loss), net of
     tax (a non-GAAP financial measure)  (34,586)   20,143   (54,729)
                                       -------------------   --------
    Impairment of real estate             (1,262)     (102)   (1,160)

    Impairment of unconsolidated
     entities                            (15,259)  (11,469)   (3,790)

    Gain on disposition of
     unconsolidated entities                   -    12,286   (12,286)

    Preferred Return on Disposition         (731)        -      (731)

    Gain on disposition of other
     investments                               -         -         -

    Gain on disposition of rental
     properties included in
     discontinued operations (1)           5,778     1,046     4,732

    Income tax benefit (expense) on
     non-operating earnings: (8)
         Impairment of real estate           488        36       452
         Impairment of unconsolidated
          entities                         5,930     4,431     1,499
         Gain on disposition of other
          investments                          -         -         -
         Gain on disposition of
          unconsolidated entities            283    (4,746)    5,029
         Gain on disposition of rental
          properties included in
          discontinued operations         (2,233)     (404)   (1,829)
                                       -------------------   --------
    Income tax expense on non-operating
     earnings (see above)                  4,468      (683)    5,151
                                       -------------------   --------
    Minority interest in continuing
     operations                           (3,493)   (8,616)    5,123

    Minority interest in discontinued
     operations: (1)
         Operating earnings                    -         -         -
         Gain on disposition of rental
          properties                           -         -         -
                                       -------------------   --------
                                               -         -         -
                                       -------------------   --------
    Minority interest                     (3,493)   (8,616)    5,123
                                       -------------------   --------
    Net earnings (loss)                 $(45,085)  $12,605  $(57,690)
                                       ===================   ========


                Forest City Enterprises, Inc. and Subsidiaries
                             Financial Highlights
                     Year Ended January 31, 2009 and 2008
                            (dollars in thousands)

                                              Year Ended          Increase
                                              January 31,        (Decrease)
                                         --------------------   --------------
                                           2009       2008      Amount Percent
                                         --------------------   --------------
    Operating Earnings (a non-GAAP
     financial measure) and
     Reconciliation to Net Earnings:
    Revenues from real estate operations
      Commercial Group                    $970,653   $928,436    $42,217
      Residential Group                    285,889    265,777     20,112
      Land Development Group                33,848     92,257    (58,409)
      Corporate Activities                       -          -          -
                                         --------------------   --------
           Total Revenues                1,290,390  1,286,470      3,920  0.3%

    Operating expenses                    (782,266)  (783,720)     1,454
    Interest expense                      (367,882)  (325,505)   (42,377)
    Loss on early extinguishment of debt    (1,670)    (8,955)     7,285
    Amortization of mortgage procurement
     costs (7)                             (12,145)   (11,296)      (849)
    Depreciation and amortization (7)     (269,560)  (230,637)   (38,923)
    Interest and other income               42,481     73,282    (30,801)
    Equity in earnings (loss), including
     impairment, of unconsolidated
     entities                              (35,585)     9,073    (44,658)
    Impairment of unconsolidated
     entities                               21,285     11,469      9,816
    Gain on disposition of
     unconsolidated entities                (1,081)   (14,392)    13,311
    Preferred Return on Disposition            939      5,034     (4,095)
    Revenues and interest income from
     discontinued operations (1)             7,417     36,482    (29,065)
    Expenses from Discontinued
     Operations (1)                         (5,831)   (36,225)    30,394
                                         --------------------   --------
    Operating earnings (loss) (a non-
     GAAP financial measure)              (113,508)    11,080   (124,588)
                                         --------------------   --------
    Income tax expense (8)                  29,154     (3,002)    32,156
    Income tax expense from discontinued
     operations (1) (8)                     (6,179)   (41,385)    35,206
    Income tax expense on non-operating
     earnings items (see below)             (3,067)    40,468    (43,535)
                                         --------------------   --------
    Operating earnings (loss), net of
     tax (a non-GAAP financial measure)    (93,600)     7,161   (100,761)
                                         --------------------   --------
    Impairment of real estate               (1,262)      (102)    (1,160)

    Impairment of unconsolidated
     entities                              (21,285)   (11,469)    (9,816)

    Gain on disposition of
     unconsolidated entities                 1,081     14,392    (13,311)

    Preferred Return on Disposition           (939)    (5,034)     4,095

    Gain on disposition of other
     investments                               150        603       (453)

    Gain on disposition of rental
     properties included in discontinued
     operations (1)                         14,405    106,333    (91,928)

    Income tax benefit (expense) on non-
     operating earnings: (8)
         Impairment of real estate             488         36        452
         Impairment of unconsolidated
          entities                           8,258      4,431      3,827
         Gain on disposition of other
          investments                          (58)      (233)       175
         Gain on disposition of
          unconsolidated entities              (55)    (3,615)     3,560
         Gain on disposition of rental
          properties included in
          discontinued operations           (5,566)   (41,087)    35,521
                                         --------------------   --------
    Income tax expense on non-operating
     earnings (see above)                    3,067    (40,468)    43,535
                                         --------------------   --------
    Minority interest in continuing
     operations                            (13,817)   (19,504)     5,687
                                         --------------------   --------
    Minority interest in discontinued
     operations: (1)
         Operating earnings                      -        513       (513)
         Gain on disposition of rental
          properties                             -          -          -
                                         --------------------   --------
                                                 -        513       (513)
                                         --------------------   --------
    Minority interest                      (13,817)   (18,991)     5,174
                                         --------------------   --------
    Net earnings (loss)                  $(112,200)   $52,425  $(164,625)
                                         ====================   ========


    Forest City Enterprises, Inc. and Subsidiaries
    Financial Highlights
    Year Ended January 31, 2009 and 2008
    (in thousands)

    1) Pursuant to the definition of a component of an entity of SFAS No. 144,
    assuming no significant continuing involvement, all earnings of properties
    that have been sold or are held for sale are reported as discontinued
    operations.

    2) The Company uses an additional measure, along with net earnings, to
    report its operating results. This measure, referred to as Earnings Before
    Depreciation, Amortization and Deferred Taxes ("EBDT"), is not a measure
    of operating results as defined by generally accepted accounting
    principles and may not be directly comparable to similarly-titled measures
    reported by other companies. The Company believes that EBDT provides
    additional information about its operations, and along with net earnings,
    is necessary to understand its operating results.  EBDT is defined as net
    earnings excluding the following items: i) gain (loss) on disposition of
    operating properties, divisions and other investments (net of tax); ii)
    the adjustment to recognize rental revenues and rental expense using the
    straight-line method; iii) non-cash charges for real estate depreciation,
    amortization (including amortization of mortgage procurement costs) and
    deferred income taxes; iv) preferred payment classified as minority
    interest expense on the Company's Consolidated Statement of Earnings; v)
    impairment of real estate (net of tax); vi) extraordinary items (net of
    tax); and  vii) cumulative effect of change in accounting principle (net
    of tax).  See our discussion of EBDT in the news release.

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

    4)  For the three and twelve months ended January 31, 2009, the effect of
    3,658,206 and 4,213,684 shares, respectively, of dilutive securities were
    not included in the computation of diluted earnings per share because
    their effect is anti-dilutive to the loss from continuing operations.
    (Since these shares are dilutive for the computation of EBDT per share for
    the three and twelve months ended January 31, 2009, diluted weighted
    average shares outstanding were used to arrive at $0.66/share and
    $2.05/share, respectively.)

         For the year ended January 31, 2008, the effect of 5,313,567 shares
    of dilutive securities were not included in the computation of diluted
    earnings per share because their effect is anti-dilutive to the loss from
    continuing operations.  (Since these shares are dilutive for the
    computation of EBDT per share for the year ended January 31, 2008, diluted
    weighted average shares outstanding of 107,575,307 were used to arrive at
    $2.47/share.)

    5) For the year ended January 31, 2008, $754,000 of net earnings is
    allocated to participating securities under EITF 03-6 "Participating
    Securities and the Two-Class Method under FASB 128". As a result, the net
    earnings for purposes of calculating basic and diluted EPS is $51,671,000.

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

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



                                    Depreciation and    Depreciation and
                                      Amortization        Amortization
                                   -------------------  -----------------
                                   Three Months Ended      Year Ended
                                       January 31,         January 31,
                                   -------------------  -----------------
                                      2009     2008      2009      2008
                                   -------------------  -----------------
     Full Consolidation              $68,835  $62,170  $269,560  $230,637
     Non-Real Estate                  (3,416)  (3,233)  (13,356)  (10,663)
                                   -------------------  -----------------
     Real Estate Groups Full
      Consolidation                   65,419   58,937   256,204   219,974
     Real Estate Groups related to
      minority interest                 (787)  (1,118)   (3,142)   (6,794)
     Real Estate Groups
      Unconsolidated                  10,553    7,096    35,720    34,369
     Real Estate Groups
      Discontinued Operations            326      478     1,986     3,402
                                   -------------------  -----------------
     Real Estate Groups Pro-Rata
      Consolidation                  $75,511  $65,393  $290,768  $250,951
                                   ===================  =================

                                     Amortization of     Amortization of
                                        Mortgage       Mortgage Procurement
                                    Procurement Costs        Costs
                                   -------------------  -----------------
                                   Three Months Ended      Year Ended
                                       January 31,         January 31,
                                   -------------------  -----------------
                                       2009     2008     2009      2008
                                   -------------------  -----------------
     Full Consolidation               $3,332   $2,573   $12,145   $11,296
     Non-Real Estate                       -        -         -         -
                                   -------------------  -----------------
     Real Estate Groups Full
      Consolidation                    3,332    2,573    12,145    11,296
     Real Estate Groups related to
      minority interest                 (119)    (114)     (502)     (619)
     Real Estate Groups
      Unconsolidated                     513      594     1,843     2,142
     Real Estate Groups
      Discontinued Operations             53       90       302       307
                                   -------------------  -----------------
     Real Estate Groups Pro-Rata
      Consolidation                   $3,779   $3,143   $13,788   $13,126
                                   ===================  =================



                                    Three Months Ended     Year Ended
                                        January 31,        January 31,
                                   -------------------  -----------------
                                      2009     2008      2009      2008
                                   -------------------  -----------------
    8) The following table provides
       detail of Income Tax Expense
       (Benefit):                      (in thousands)      (in thousands)
     (A) Operating earnings
                Current             $(12,501)   $(903) $(28,045) $(17,401)
                Deferred              17,716   16,609     7,524    21,022
                                   -------------------  -----------------
                                       5,215   15,706   (20,521)    3,621
                                   -------------------  -----------------
     (B) Impairment of real estate
                Deferred                (488)     (36)     (488)      (36)
                Deferred -
                 Unconsolidated
                 entities             (5,930)  (4,431)   (8,258)   (4,431)
                                   -------------------  -----------------
                   Subtotal           (6,418)  (4,467)   (8,746)   (4,467)
                                   -------------------  -----------------
     (C) Gain on disposition of
      other investments
                Current - Non-Real
                 Estate Groups             -        -         -       290
                Deferred - Non-Real
                 Estate Groups             -        -        58       (57)
                                   -------------------  -----------------
                                           -        -        58       233
                                   -------------------  -----------------
     (D) Gain on disposition of
      unconsolidated entities
               Current                     -    6,458       506     6,458
               Deferred                 (283)  (1,712)     (451)   (2,843)
                                   -------------------  -----------------
                                        (283)   4,746        55     3,615
                                   -------------------  -----------------
            Subtotal (A) (B) (C)
             (D)
               Current               (12,501)   5,555   (27,539)  (10,653)
               Deferred               11,015   10,430    (1,615)   13,655
                                   -------------------  -----------------
               Income tax expense     (1,486)  15,985   (29,154)    3,002
                                   -------------------  -----------------
     (E) Discontinued operations
               Operating earnings
               Current                   194       93      (448)   (1,540)
               Deferred                  (23)      96     1,061     1,838
                                   -------------------  -----------------
                                         171      189       613       298

              Gain on disposition
               of rental properties
              Current                 20,439        -    20,439    26,834
              Deferred               (18,634)       -   (15,301)   13,849
                                   -------------------  -----------------
                                       1,805        -     5,138    40,683
                                   -------------------  -----------------
              Gain on disposition
               of Lumber Group
              Current                      -        -         -         -
              Deferred                   428      404       428       404
                                   -------------------  -----------------
                                         428      404       428       404
                                   -------------------  -----------------
                                       2,404      593     6,179    41,385
                                   -------------------  -----------------
           Grand Total  (A) (B) (C)
            (D) (E)
               Current                 8,132    5,648    (7,548)   14,641
               Deferred               (7,214)  10,930   (15,427)   29,746
                                   -------------------  -----------------
                                        $918  $16,578  $(22,975)  $44,387
                                   -------------------  -----------------
           Recap of Grand Total:
             Real Estate Groups
               Current                   430   13,598      (140)   37,885
               Deferred                 (913)  11,283    (5,671)   32,864
                                   -------------------  -----------------
                                        (483)  24,881    (5,811)   70,749
             Non-Real Estate Groups
               Current                 7,702   (7,950)   (7,408)  (23,244)
               Deferred               (6,301)    (353)   (9,756)   (3,118)
                                   -------------------  -----------------
                                       1,401   (8,303)  (17,164)  (26,362)
                                   -------------------  -----------------
            Grand Total                 $918  $16,578  $(22,975)  $44,387
                                   ===================  =================


                  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 January 31, 2009
                                  --------------------------------------------
                                                     Plus
                                                   Unconsol-  Plus
                                                    idated  Disconti-
                                    Full     Less   Invest-   nued   Pro-Rata
                                  Consol-  Minority ments at Opera-   Consol-
                                  idation  Interest Pro-Rata tions    idation
                                   (GAAP)                           (Non-GAAP)
                                  --------------------------------------------
     Revenues from real estate
      operations                  $322,974  $8,437  $93,153  $1,651  $409,341
     Exclude straight-line rent
      adjustment (1)                 1,476       -        -       -     1,476
                                  --------------------------------------------
     Adjusted revenues             324,450   8,437   93,153   1,651   410,817

     Operating expenses            187,835   3,093   60,698     452   245,892
     Add back non-Real Estate
      depreciation and
      amortization (b)               3,416       -    5,876       -     9,292
     Add back amortization of
      mortgage procurement costs
      for non-Real Estate Groups
      (d)                                -       -       52       -        52
     Exclude straight-line rent
      adjustment (2)                (2,808)      -        -       -    (2,808)
     Exclude preference payment       (585)      -        -       -      (585)
                                  --------------------------------------------
     Adjusted operating expenses   187,858   3,093   66,626     452   251,843

     Add interest and other
      income                        14,430     387    1,442       -    15,485
     Add equity in earnings
      (loss), including
      impairment of
      unconsolidated entities      (16,798)    (67)  16,437       -      (294)
     Remove gain on disposition
      of unconsolidated entities         -       -        -       -         -
     Add back impairment of
      unconsolidated entities       15,259       -  (15,259)      -         -
     Add back depreciation and
      amortization of
      unconsolidated entities
      (see below)                   11,066       -  (11,066)      -         -
                                  --------------------------------------------
     Net Operating Income          160,549   5,664   18,081   1,199   174,165

     Interest expense             (105,616) (1,265) (17,350)   (378) (122,079)

     Loss on early extinguishment
      of debt                         (620)      -        -       -      (620)

     Equity in earnings (loss),
      including impairment of
      unconsolidated entities       16,798      67  (16,437)      -       294

     Gain on disposition of
      unconsolidated entities            -       -        -       -         -

     Impairment of unconsolidated
      entities                     (15,259)      -        -       -   (15,259)

     Depreciation and
      amortization of
      unconsolidated entities
      (see above)                  (11,066)      -   11,066       -         -

     Gain on disposition of
      rental properties and other
      investments                        -       -        -   5,778     5,778

     Preferred return on
      disposition                        -       -     (731)      -      (731)

     Impairment of real estate      (1,262)      -        -       -    (1,262)

     Depreciation and
      amortization - Real Estate
      Groups (a)                   (65,419)   (787) (10,553)   (326)  (75,511)

     Amortization of mortgage
      procurement costs - Real
      Estate Groups (c)             (3,332)   (119)    (513)    (53)   (3,779)

     Straight-line rent
      adjustment (1) + (2)          (4,284)      -        -       -    (4,284)

     Preference payment               (585)      -        -       -      (585)
                                  --------------------------------------------
     Earnings (loss) before
      income taxes                 (30,096)  3,560  (16,437)  6,220   (43,873)

     Income tax provision            1,486       -        -  (2,404)     (918)
     Minority Interest              (3,493) (3,493)       -       -         -
     Equity in earnings (loss),
      including impairment of
      unconsolidated entities      (16,798)    (67)  16,437       -      (294)
                                  --------------------------------------------
     Earnings (loss) from
      continuing operations        (48,901)      -        -   3,816   (45,085)

     Discontinued operations, net
      of tax                         3,816       -        -  (3,816)        -
                                  --------------------------------------------
     Net earnings (loss)          $(45,085)     $-       $-      $-  $(45,085)
                                  ============================================

     (a) Depreciation and
         amortization - Real
         Estate Groups             $65,419    $787  $10,553    $326   $75,511
     (b) Depreciation and
         amortization - Non-Real
         Estate                      3,416       -    5,876       -     9,292
                                  --------------------------------------------
           Total depreciation and
            amortization           $68,835    $787  $16,429    $326   $84,803
                                  ============================================
     (c) Amortization of
         mortgage procurement
         costs - Real Estate
         Groups                     $3,332    $119     $513     $53    $3,779

     (d) Amortization of
         mortgage procurement costs
         - Non-Real Estate               -       -       52       -        52
                                  --------------------------------------------
           Total amortization of
            mortgage procurement
            costs                   $3,332    $119     $565     $53    $3,831
                                  ============================================


                                     Three Months Ended January 31, 2008
                                  --------------------------------------------
                                                     Plus
                                                   Unconsol-  Plus
                                                    idated  Disconti
                                   Full     Less    Invest-   nued   Pro-Rata
                                 Consol-  Minority  ments at Opera-   Consol-
                                 idation  Interest Pro-Rata  tions   idation
                                  (GAAP)                            (Non-GAAP)
                                  --------------------------------------------
     Revenues from real estate
      operations                 $404,380  $19,717  $87,410  $2,366  $474,439
     Exclude straight-line rent
      adjustment (1)               (9,018)       -        -       -    (9,018)
                                  --------------------------------------------
     Adjusted revenues            395,362   19,717   87,410   2,366   465,421

     Operating expenses           240,551   10,374   52,582     221   282,980
     Add back non-Real Estate
      depreciation and
      amortization (b)              3,233        -    4,160       -     7,393
     Add back amortization of
      mortgage procurement costs
      for non-Real Estate Groups (d)    -        -       20       -        20
     Exclude straight-line rent
      adjustment (2)               (1,755)       -        -       -    (1,755)
     Exclude preference payment      (936)       -        -       -      (936)
                                  --------------------------------------------
     Adjusted operating expenses  241,093   10,374   56,762     221   287,702

     Add interest and other
      income                       21,002      800    2,375     191    22,768
     Add equity in earnings
      (loss), including
      impairment of
      unconsolidated entities       6,465      188   (6,837)      -      (560)
     Remove gain on disposition
      of unconsolidated entities  (12,286)       -   12,286       -         -
     Add back impairment of
      unconsolidated entities      11,469        -  (11,469)      -         -
     Add back depreciation and
      amortization of
      unconsolidated entities
      (see below)                   7,690        -   (7,690)      -         -
                                  --------------------------------------------
     Net Operating Income         188,609   10,331   19,313   2,336   199,927

     Interest expense             (90,133)    (440) (18,417) (1,281) (109,391)

     Loss on early
      extinguishment of debt          (52)     (33)    (896)      -      (915)

     Equity in earnings (loss),
      including impairment of
      unconsolidated entities      (6,465)    (188)   6,837       -       560

     Gain on disposition of
      unconsolidated entities      12,286        -        -       -    12,286

     Impairment of
      unconsolidated entities     (11,469)       -        -       -   (11,469)

     Depreciation and
      amortization of
      unconsolidated entities
      (see above)                  (7,690)       -    7,690       -         -

     Gain on disposition of
      rental properties and
      other investments                 -        -        -   1,046     1,046

     Preferred return on
      disposition                       -        -        -       -         -

     Impairment of real estate       (102)     (10)       -       -       (92)

     Depreciation and
      amortization - Real Estate
      Groups (a)                  (58,937)  (1,118)  (7,096)   (478)  (65,393)

     Amortization of mortgage
      procurement costs - Real
      Estate Groups (c)            (2,573)    (114)    (594)    (90)   (3,143)

     Straight-line rent
      adjustment (1) + (2)          7,263        -        -       -     7,263

     Preference payment              (936)       -        -       -      (936)
                                  --------------------------------------------
     Earnings (loss) before
      income taxes                 29,801    8,428    6,837   1,533    29,743

     Income tax provision         (15,985)       -        -    (593)  (16,578)
     Minority Interest             (8,616)  (8,616)       -       -         -
     Equity in earnings (loss),
      including impairment of
      unconsolidated entities       6,465      188   (6,837)      -      (560)
                                  --------------------------------------------
     Earnings (loss) from
      continuing operations        11,665        -        -     940    12,605

     Discontinued operations,
      net of tax                      940        -        -    (940)        -
                                  --------------------------------------------
     Net earnings (loss)          $12,605       $-       $-      $-   $12,605
                                  ============================================

     (a) Depreciation and
         amortization - Real
         Estate Groups            $58,937   $1,118   $7,096    $478   $65,393
     (b) Depreciation and
         amortization - Non-Real
         Estate                     3,233        -    4,160       -     7,393
                                  --------------------------------------------
           Total depreciation
            and amortization      $62,170   $1,118  $11,256    $478   $72,786
                                  ============================================
     (c) Amortization of
         mortgage procurement
         costs - Real Estate
         Groups                    $2,573     $114     $594     $90    $3,143
     (d) Amortization of
         mortgage procurement costs
         - Non-Real Estate              -        -       20       -        20
                                  --------------------------------------------
           Total amortization of
            mortgage procurement
            costs                  $2,573     $114     $614     $90    $3,163
                                  ============================================



               Forest City Enterprises, Inc. and Subsidiaries
                     Supplemental Operating Information

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

                                       Year Ended January 31, 2009
                                  --------------------------------------------
                                                   Plus
                                                 Unconsol-   Plus
                                                  idated   Discon-
                               Full      Less     Invest-  tinued   Pro-Rata
                             Consol-   Minority  ments at  Opera-    Consol-
                             idation   Interest  Pro-Rata   tions    idation
                              (GAAP)                               (Non-GAAP)
                             -------------------------------------------------
     Revenues from real
      estate operations     $1,290,390  $56,132  $380,297  $7,356  $1,621,911
     Exclude straight-line
      rent adjustment (1)       (6,726)       -         -       -      (6,726)
                             -------------------------------------------------
     Adjusted revenues       1,283,664   56,132   380,297   7,356   1,615,185

     Operating expenses        782,266   28,651   272,305     931   1,026,851
     Add back non-Real
      Estate depreciation
      and amortization (b)      13,356        -    20,641       -      33,997
     Add back amortization
      of mortgage
      procurement costs for
      non-Real Estate
      Groups (d)                     -        -       221       -         221
     Exclude straight-line
      rent adjustment (2)       (6,368)       -         -       -      (6,368)
     Exclude preference
      payment                   (3,329)       -         -       -      (3,329)
                             -------------------------------------------------
     Adjusted operating
      expenses                 785,925   28,651   293,167     931   1,051,372

     Add interest and other
      income                    42,481    1,807     5,127      61      45,862
     Add equity in earnings
      (loss), including
      impairment of
      unconsolidated
      entities                 (35,585)     (84)   36,257       -         756
     Remove gain on
      disposition of
      unconsolidated
      entities                  (1,081)       -     1,081       -           -
     Add back impairment of
      unconsolidated
      entities                  21,285        -   (21,285)      -           -
     Add back depreciation
      and amortization of
      unconsolidated
      entities (see below)      37,563        -   (37,563)      -           -
                             -------------------------------------------------
     Net Operating Income      562,402   29,204    70,747   6,486     610,431

     Interest expense         (367,882) (11,624)  (69,757) (2,612)   (428,627)

     Loss on early
      extinguishment of
      debt                      (1,670)    (119)      (51)      -      (1,602)

     Equity in earnings
      (loss), including
      impairment of
      unconsolidated
      entities                  35,585       84   (36,257)      -        (756)

     Gain on disposition of
      unconsolidated
      entities                   1,081        -         -       -       1,081

     Impairment of
      unconsolidated
      entities                 (21,285)       -         -       -     (21,285)

     Depreciation and
      amortization of
      unconsolidated
      entities (see above)     (37,563)       -    37,563       -           -

     Gain on disposition of
      rental properties and
      other investments            150        -         -  14,405      14,555

     Preferred return on
      disposition                    -        -      (939)      -        (939)

     Impairment of real
      estate                    (1,262)       -         -       -      (1,262)

     Depreciation and
      amortization - Real
      Estate Groups (a)       (256,204)  (3,142)  (35,720) (1,986)   (290,768)

     Amortization of
      mortgage procurement
      costs - Real Estate
      Groups (c)               (12,145)    (502)   (1,843)   (302)    (13,788)

     Straight-line rent
      adjustment (1) + (2)         358        -         -       -         358

     Preference payment         (3,329)       -         -       -      (3,329)
                            -------------------------------------------------
     Earnings (loss) before
      income taxes            (101,764)  13,901   (36,257) 15,991    (135,931)

     Income tax provision       29,154        -         -  (6,179)     22,975
     Minority Interest         (13,817) (13,817)        -       -           -
     Equity in earnings
      (loss), including
      impairment of
      unconsolidated
      entities                 (35,585)     (84)   36,257       -         756
                             -------------------------------------------------
     Earnings (loss) from
      continuing operations   (122,012)       -         -   9,812    (112,200)

     Discontinued
      operations, net of
      tax                        9,812        -         -  (9,812)          -
                             -------------------------------------------------
     Net earnings (loss)     $(112,200)      $-        $-      $-   $(112,200)
                             =================================================

     (a) Depreciation and
         amortization - Real
         Estate Groups        $256,204   $3,142   $35,720  $1,986    $290,768
     (b) Depreciation and
         amortization - Non-
         Real Estate            13,356        -    20,641       -      33,997
                             -------------------------------------------------
           Total depreciation
            and amortization  $269,560   $3,142   $56,361  $1,986    $324,765
                             =================================================
     (c) Amortization of
         mortgage procurement
         costs - Real Estate
         Groups                $12,145     $502    $1,843    $302     $13,788
     (d) Amortization of
         mortgage procurement
         costs - Non-Real
         Estate                      -        -       221       -         221
                             -------------------------------------------------
           Total amortization
            of mortgage
            procurement
            costs              $12,145     $502    $2,064    $302     $14,009
                             =================================================


                                    Year Ended January 31, 2008

                                                Plus
                                              Unconsol-   Plus
                                               idated    Discon-
                           Full        Less    Invest-   tinued    Pro-Rata
                          Consol-    Minority  ments at  Opera-     Consol-
                          idation    Interest  Pro-Rata   tions     idation
                           (GAAP)                                 (Non-GAAP)
                           -------------------------------------------------
     Revenues from real
      estate operations  $1,286,470  $69,078  $344,638  $33,492  $1,595,522
     Exclude straight-
      line rent
      adjustment (1)        (25,166)       -         -        -     (25,166)
                           -------------------------------------------------
     Adjusted revenues    1,261,304   69,078   344,638   33,492   1,570,356

     Operating expenses     783,720   33,204   224,833   22,732     998,081
     Add back non-Real
      Estate
      depreciation and
      amortization (b)       10,663        -    10,431        -      21,094
     Add back
      amortization of
      mortgage
      procurement costs
      for non-Real
      Estate Groups (d)           -        -       125        -         125
     Exclude straight-
      line rent
      adjustment (2)         (8,615)       -         -        -      (8,615)
     Exclude preference
      payment                (3,707)       -         -        -      (3,707)
                           -------------------------------------------------
     Adjusted operating
      expenses              782,061   33,204   235,389   22,732   1,006,978

     Add interest and
      other income           73,282    2,651    11,533    1,017      83,181
     Add equity in
      earnings (loss),
      including
      impairment of
      unconsolidated
      entities                9,073      884    (9,949)       -      (1,760)
     Remove gain on
      disposition of
      unconsolidated
      entities              (14,392)       -    14,392        -           -
     Add back impairment
      of unconsolidated
      entities               11,469        -   (11,469)       -           -
     Add back
      depreciation and
      amortization of
      unconsolidated
      entities (see
      below)                 36,511        -   (36,511)       -           -
                           -------------------------------------------------
     Net Operating
      Income                595,186   39,409    77,245   11,777     644,799

     Interest expense      (325,505) (11,199)  (70,851)  (6,935)   (392,092)

     Loss on early
      extinguishment of
      debt                   (8,955)  (1,283)   (1,360)    (363)     (9,395)

     Equity in earnings
      (loss), including
      impairment of
      unconsolidated
      entities               (9,073)    (884)    9,949        -       1,760

     Gain on disposition
      of unconsolidated
      entities               14,392        -         -        -      14,392

     Impairment of
      unconsolidated
      entities              (11,469)       -         -        -     (11,469)

     Depreciation and
      amortization of
      unconsolidated
      entities (see
      above)                (36,511)       -    36,511        -           -

     Gain on disposition
      of rental
      properties and
      other investments         603        -         -  106,333     106,936

     Preferred return on
      disposition                 -        -    (5,034)       -      (5,034)

     Impairment of real
      estate                   (102)     (10)        -        -         (92)

     Depreciation and
      amortization -
      Real Estate Groups
      (a)                  (219,974)  (6,794)  (34,369)  (3,402)   (250,951)

     Amortization of
      mortgage
      procurement costs
      - Real Estate
      Groups (c)            (11,296)    (619)   (2,142)    (307)    (13,126)

     Straight-line rent
      adjustment (1) +
      (2)                    16,551        -         -        -      16,551

     Preference payment      (3,707)       -         -        -      (3,707)
                           -------------------------------------------------
     Earnings (loss)
      before income
      taxes                     140   18,620     9,949  107,103      98,572

     Income tax
      provision              (3,002)       -         -  (41,385)    (44,387)
     Minority Interest      (19,504) (19,504)        -        -           -
     Equity in earnings
      (loss), including
      impairment of
      unconsolidated
      entities                9,073      884    (9,949)       -      (1,760)
                           -------------------------------------------------
     Earnings (loss)
      from continuing
      operations            (13,293)       -         -   65,718      52,425

     Discontinued
      operations, net of
      tax                    65,718        -         -  (65,718)          -
                           -------------------------------------------------
     Net earnings (loss)    $52,425       $-        $-       $-     $52,425
                           =================================================

     (a) Depreciation
         and amortization
         - Real Estate
         Groups            $219,974   $6,794   $34,369   $3,402    $250,951
     (b) Depreciation
         and amortization
         - Non-Real Estate   10,663        -    10,431        -      21,094
                           -------------------------------------------------
           Total
            depreciation
            and
            amortization   $230,637   $6,794   $44,800   $3,402    $272,045
                           =================================================
     (c) Amortization
         of mortgage
         procurement costs
         - Real Estate
         Groups             $11,296     $619    $2,142     $307     $13,126
     (d) Amortization
         of mortgage
         procurement costs
         - Non-Real Estate        -        -       125        -         125
                           -------------------------------------------------
           Total
            amortization
            of mortgage
            procurement
            costs           $11,296     $619    $2,267     $307     $13,251
                           =================================================



                 Forest City Enterprises, Inc. and Subsidiaries
                       Supplemental Operating Information

                                Net Operating Income (dollars in thousands)
                           ---------------------------------------------------
                                    Three Months Ended January 31, 2009
                           ---------------------------------------------------
                                                     Plus
                                                   Unconsoli-
                                                     dated
                                                     Invest-          Pro-Rata
                                  Full               ments     Plus   Consoli-
                                 Consoli-  Less        at     Discon-  dation
                                 dation    Minority   Pro-    tinued   (Non-
                                 (GAAP)    Interest   Rata  Operations  GAAP)
                           ---------------------------------------------------
    Commercial Group
      Retail

        Comparable                 $60,146  $2,017   $5,531      $-   $63,660
        ----------------------------------------------------------------------
        Total                       65,140   3,181    5,595       -    67,554

      Office Buildings

        Comparable                  46,044   2,482    2,915       -    46,477
        ----------------------------------------------------------------------
        Total                       62,795     992    2,999       -    64,802

      Hotels

        Comparable                   2,029       -        -       -     2,029
        ----------------------------------------------------------------------
        Total                        2,740       -        -       -     2,740

     Earnings from Commercial
      Land Sales                    11,318       6        -       -    11,312

     Other  (1)                     (9,394)   (149)    (277)      -    (9,522)
        ----------------------------------------------------------------------
    Total Commercial Group

        Comparable                 108,219   4,499    8,446       -   112,166
        ----------------------------------------------------------------------
        Total                      132,599   4,030    8,317       -   136,886

    Residential Group
      Apartments

        Comparable                  26,406     691    6,745       -    32,460
        ----------------------------------------------------------------------
        Total                       29,936     934    8,532   1,199    38,733

      Military Housing

        Comparable (2)                   -       -        -       -         -
        ----------------------------------------------------------------------
        Total                       10,520    (134)     196       -    10,850

      Other  (1)                     3,040      83       (1)      -     2,956


    Total Residential Group

        Comparable                  26,406     691    6,745       -    32,460
        ----------------------------------------------------------------------
        Total                       43,496     883    8,727   1,199    52,539

    Total Rental Properties

        Comparable                 134,625   5,190   15,191       -   144,626
        ----------------------------------------------------------------------
        Total                      176,095   4,913   17,044   1,199   189,425

    Land Development Group           8,001     751      171       -     7,421

    The Nets                        (9,109)      -      866       -    (8,243)

    Corporate Activities           (14,438)      -        -       -   (14,438)
    --------------------------------------------------------------------------
    Grand Total                   $160,549  $5,664  $18,081  $1,199  $174,165
    --------------------------------------------------------------------------



                                     Three Months Ended January 31, 2008
                           ---------------------------------------------------
                                                     Plus
                                                   Unconsoli-
                                                     dated
                                                     Invest-          Pro-Rata
                                  Full               ments     Plus   Consoli-
                                 Consoli-  Less        at     Discon-  dation
                                 dation    Minority   Pro-    tinued   (Non-
                                 (GAAP)    Interest   Rata  Operations  GAAP)
                           ---------------------------------------------------

    Commercial Group
      Retail

        Comparable                $63,401   $2,286   $6,116      $-   $67,231
        ----------------------------------------------------------------------
        Total                      68,409    3,214    6,631       -    71,826

      Office Buildings

        Comparable                 45,906    2,528    1,784       -    45,162
        ----------------------------------------------------------------------
        Total                      55,074    3,641    1,974       -    53,407

      Hotels

        Comparable                  2,162        -      268       -     2,430
        ----------------------------------------------------------------------
        Total                       1,805      (23)   1,153       -     2,981

     Earnings from Commercial
      Land Sales                   15,096      879        -       -    14,217

     Other  (1)                    (5,995)  (2,777)    (254)      -    (3,472)
        ----------------------------------------------------------------------
    Total Commercial Group

        Comparable                111,469    4,814    8,168       -   114,823
        ----------------------------------------------------------------------
        Total                     134,389    4,934    9,504       -   138,959

    Residential Group
      Apartments

        Comparable                 26,790      772    7,152       -    33,170
        ----------------------------------------------------------------------
        Total                      30,487      825    8,069   2,336    40,067

      Military Housing

        Comparable (2)                  -        -        -       -         -
        ----------------------------------------------------------------------
        Total                      12,285        -      730       -    13,015

      Other  (1)                   (6,800)     175       (1)      -    (6,976)
        ----------------------------------------------------------------------

    Total Residential Group

        Comparable                 26,790      772    7,152       -    33,170
        ----------------------------------------------------------------------
        Total                      35,972    1,000    8,798   2,336    46,106

    Total Rental Properties

        Comparable                138,259    5,586   15,320       -   147,993
        ----------------------------------------------------------------------
        Total                     170,361    5,934   18,302   2,336   185,065

    Land Development Group         31,018    4,397      273       -    26,894

    The Nets                       (5,825)       -      738       -    (5,087)

    Corporate Activities           (6,945)       -        -       -    (6,945)
    --------------------------------------------------------------------------
    Grand Total                  $188,609  $10,331  $19,313  $2,336  $199,927
    --------------------------------------------------------------------------


                                                            % Change
                                                -----------------------------
                                                     Full          Pro-Rata
                                                 Consolidation   Consolidation
                                                    (GAAP)        (Non-GAAP)
                                                -----------------------------

    Commercial Group
      Retail

        Comparable                                   (5.1%)             (5.3%)
        ----------------------------------------------------------------------
        Total

      Office Buildings

        Comparable                                    0.3%               2.9%
        ----------------------------------------------------------------------
        Total

      Hotels

        Comparable                                   (6.2%)            (16.5%)
        ----------------------------------------------------------------------
        Total

     Earnings from Commercial
      Land Sales

     Other  (1)
        ----------------------------------------------------------------------

    Total Commercial Group

        Comparable                                   (2.9%)             (2.3%)
        ----------------------------------------------------------------------
        Total

    Residential Group
      Apartments

        Comparable                                   (1.4%)             (2.1%)
        ----------------------------------------------------------------------
        Total

      Military Housing

        Comparable (2)
        ----------------------------------------------------------------------
        Total

      Other  (1)
        ----------------------------------------------------------------------

    Total Residential Group

        Comparable                                   (1.4%)             (2.1%)
        ----------------------------------------------------------------------
        Total

    Total Rental Properties

        Comparable                                   (2.6%)             (2.3%)
        ----------------------------------------------------------------------
        Total

    Land Development Group

    The Nets

    Corporate Activities
    --------------------------------------------------------------------------
    Grand Total
    --------------------------------------------------------------------------


    (1) Includes write-offs of abandoned development projects, non-
        capitalizable development costs and unallocated management and service
        company overhead, net of historic and new market tax credit income.
    (2) Comparable NOI for Military Housing commences once the operating
        projects complete initial development phase.



                 Forest City Enterprises, Inc. and Subsidiaries
                       Supplemental Operating Information


                                  Net Operating Income (dollars in thousands)
                                ----------------------------------------------
                                        Year Ended January 31, 2009
                                ----------------------------------------------
                                                      Plus
                                                    Unconsoli-
                                                     dated
                                                     Invest-          Pro-Rata
                                  Full               ments     Plus   Consoli-
                                 Consoli-  Less        at     Discon-  dation
                                 dation    Minority   Pro-    tinued   (Non-
                                 (GAAP)    Interest   Rata  Operations  GAAP)
                                ----------------------------------------------
    Commercial Group
      Retail

        Comparable               $229,009   $9,271  $22,052      $-  $241,790
        ----------------------------------------------------------------------
        Total                     250,043   12,511   22,300       -   259,832

      Office Buildings

        Comparable                178,876   10,473    9,961       -   178,364
        ----------------------------------------------------------------------
        Total                     251,931    7,385   10,461       -   255,007

      Hotels

        Comparable                 14,237        -      216       -    14,453
        ----------------------------------------------------------------------
        Total                      14,543        -      216       -    14,759

      Earnings from Commercial
       Land Sales                  19,713    2,410        -       -    17,303

      Other  (1)                  (44,478)     (52)  (1,828)      -   (46,254)
        ----------------------------------------------------------------------
    Total Commercial Group

        Comparable                422,122   19,744   32,229       -   434,607
        ----------------------------------------------------------------------
        Total                     491,752   22,254   31,149       -   500,647

    Residential Group
      Apartments

        Comparable                106,288    2,716   26,577       -   130,149
        ----------------------------------------------------------------------
        Total                     123,715    2,960   32,014   6,486   159,255

      Military Housing

        Comparable (2)                  -        -        -       -         -
        ----------------------------------------------------------------------
        Total                      51,269    3,794      974       -    48,449

      Other  (1)                  (20,547)     375       (1)      -   (20,923)
        ----------------------------------------------------------------------


      Sale of Residential
       Development Project              -        -        -       -         -
        ----------------------------------------------------------------------
    Total Residential Group

        Comparable                106,288    2,716   26,577       -   130,149
        ----------------------------------------------------------------------
        Total                     154,437    7,129   32,987   6,486   186,781

    Total Rental Properties

        Comparable                528,410   22,460   58,806       -   564,756
        ----------------------------------------------------------------------
        Total                     646,189   29,383   64,136   6,486   687,428

    Land Development Group (3)      2,914     (179)     538       -     3,631

    The Nets                      (40,989)       -    6,073       -   (34,916)

    Corporate Activities          (45,712)       -        -       -   (45,712)
    --------------------------------------------------------------------------
    Grand Total                  $562,402  $29,204  $70,747  $6,486  $610,431
    --------------------------------------------------------------------------


                                ----------------------------------------------
                                         Year Ended January 31, 2008
                                ----------------------------------------------
                                                      Plus
                                                    Unconsoli-
                                                     dated
                                                     Invest-          Pro-Rata
                                  Full               ments     Plus   Consoli-
                                 Consoli-  Less        at     Discon-  dation
                                 dation    Minority   Pro-    tinued   (Non-
                                 (GAAP)    Interest   Rata  Operations  GAAP)
                                ----------------------------------------------

    Commercial Group
      Retail

        Comparable              $226,952   $9,620  $23,788       $-  $241,120
        ----------------------------------------------------------------------
        Total                    248,438   13,126   24,359        -   259,671

      Office Buildings

        Comparable               180,513   10,313    6,079        -   176,279
        ----------------------------------------------------------------------
        Total                    199,624   12,537    6,677        -   193,764

      Hotels

        Comparable                14,096        -    1,104        -    15,200
        ----------------------------------------------------------------------
        Total                     15,013      118    2,610        -    17,505

      Earnings from Commercial
       Land Sales                 23,555    1,670        -        -    21,885

      Other  (1)                 (17,470)   3,047     (402)       -   (20,919)
        ----------------------------------------------------------------------
    Total Commercial Group

        Comparable               421,561   19,933   30,971        -   432,599
        ----------------------------------------------------------------------
        Total                    469,160   30,498   33,244        -   471,906

    Residential Group
      Apartments

        Comparable               103,283    2,865   29,429        -   129,847
        ----------------------------------------------------------------------
        Total                    119,834    3,542   38,075   11,777   166,144

      Military Housing

        Comparable (2)                 -        -        -        -         -
        ----------------------------------------------------------------------
        Total                     28,873        -    1,823        -    30,696

      Other  (1)                 (21,113)     175        -        -   (21,288)
        ----------------------------------------------------------------------

      Sale of Residential
       Development Project        17,830        -        -        -    17,830
        ----------------------------------------------------------------------
    Total Residential Group

        Comparable               103,283    2,865   29,429        -   129,847
        ----------------------------------------------------------------------
        Total                    145,424    3,717   39,898   11,777   193,382

    Total Rental Properties

        Comparable               524,844   22,798   60,400        -   562,446
        ----------------------------------------------------------------------
        Total                    614,584   34,215   73,142   11,777   665,288

    Land Development Group (3)    43,396    5,194      676        -    38,878

    The Nets                     (20,878)       -    3,427        -   (17,451)

    Corporate Activities         (41,916)       -        -        -   (41,916)
    --------------------------------------------------------------------------
    Grand Total                 $595,186  $39,409  $77,245  $11,777  $644,799
    --------------------------------------------------------------------------



                                              --------------------------------
                                                         % Change
                                              --------------------------------
                                                  Full            Pro-Rata
                                              Consolidation      Consolidation
                                                 (GAAP)           (Non-GAAP)
                                              --------------------------------

    Commercial Group
      Retail

        Comparable                                  0.9%               0.3%
        ----------------------------------------------------------------------
        Total

      Office Buildings

        Comparable                                 (0.9%)              1.2%
        ----------------------------------------------------------------------
        Total

      Hotels

        Comparable                                  1.0%              (4.9%)
        ----------------------------------------------------------------------
        Total

      Earnings from Commercial
       Land Sales

      Other  (1)

    Total Commercial Group

        Comparable                                  0.1%               0.5%
        ----------------------------------------------------------------------
        Total

    Residential Group
      Apartments

        Comparable                                  2.9%               0.2%
        ----------------------------------------------------------------------
        Total

      Military Housing

        Comparable (2)
        ----------------------------------------------------------------------
        Total

      Other  (1)
        ----------------------------------------------------------------------

      Sale of Residential
       Development Project
        ----------------------------------------------------------------------

    Total Residential Group

        Comparable                                  2.9%               0.2%
        ----------------------------------------------------------------------
        Total

    Total Rental Properties

        Comparable                                  0.7%               0.4%
        ----------------------------------------------------------------------
        Total

    Land Development Group (3)

    The Nets

    Corporate Activities
    --------------------------------------------------------------------------
    Grand Total
    --------------------------------------------------------------------------


    (1) Includes write-offs of abandoned development projects, non-
        capitalizable development costs and unallocated management and service
        company overhead, net of historic and new market tax credit income.
    (2) Comparable NOI for Military Housing commences once the operating
        projects complete initial development phase.
    (3) Includes a reduction in value during the year ended January 31,
        2009 of a bond performance fee due from Lehman Brothers of $13,816 at
        full consolidation and $12,434 at pro-rata consolidation at our
        Stapleton project.



                      Forest City Enterprises, Inc. and Subsidiaries
                            Supplemental Operating Information


    Development Pipeline
    --------------------

    January 31, 2009
    2008 Openings and Acquisitions (14)



                                                            FCE      Pro-
                                                 Date      Legal     Rata
                                      Dev (D)  Opened /  Ownership   FCE %
    Property            Location      Acq (A)  Acquired    % (h)    (h)(1)
    --------            --------      -------  --------  ---------  ------

    Retail Centers:
    Orchard Town Center Westminster, CO  D     Q1-08       100.0%  100.0%
    Shops at Wiregrass  Tampa, FL        D     Q3-08        50.0%  100.0%
    White Oak Village   Richmond, VA     D     Q3-08        50.0%  100.0%


    Office:
    818 Mission         San Francisco,
     Street(c)           CA              A     Q1-08        50.0%   50.0%
    Johns Hopkins -
     855 North          East
     Wolfe Street        Baltimore, MD   D     Q1-08        76.6%   76.6%
    Mesa Del Sol Town   Albuquerque,
     Center  (c)         NM              D     Q4-08        47.5%   47.5%
    Mesa Del Sol -      Albuquerque,
     Fidelity (c)(e)     NM              D   Q4-08/Q3-09    47.5%   47.5%


    Residential:
    Lucky Strike        Richmond, VA     D     Q1-08       100.0%  100.0%
    Uptown Apartments
     (c) (e)            Oakland, CA      D   Q1-08/Q4-08    50.0%   50.0%
    Mercantile Place
     on Main (e)        Dallas, TX       D   Q1-08/Q4-08   100.0%  100.0%
    Barrington Place
     (c)                Raleigh, NC      A     Q3-08        49.0%   49.0%
    Legacy Arboretum
     (c)                Charlotte, NC    A     Q3-08        49.0%   49.0%
    Hamel Mill Lofts
     (e)                Haverhill, MA    D   Q4-08/Q2-09   100.0%  100.0%
    Legacy Crossroads
     (c)(e)             Cary, NC        A/D  Q4-08/Q3-09    50.0%   50.0%



    Total Openings
     and Acquisitions (d)

    -------------------
    Residential
     Phased-In Units
     (c)(e):
    Cobblestone Court   Painesville, OH  D    2006-08       50.0%   50.0%
    Sutton Landing      Brimfield, OH    D    2007-09       50.0%   50.0%
    Stratford Crossing  Wadsworth, OH    D    2007-10       50.0%   50.0%
    Total (g)

    -------------------
    See Attached Footnotes



                                          Cost at
                                            FCE
                                          Pro-Rata
                                  Total    Share
                   Cost at Full   Cost     (Non-    Sq. ft./       Gross
                  Consolidation  at 100%  GAAP)(b)   No. of       Leasable
    Property         (GAAP) (a)    (2)    (1)X(2)    Units          Area
    --------      -------------  -------  --------  -------       -------
                              (in millions)
                        --------------------------

    Retail Centers:
    Orchard Town
     Center              $165.0   $165.0   $165.0   980,000       565,000 (f)
    Shops at
     Wiregrass            150.8    150.8    150.8   642,000       352,000
    White Oak
     Village               67.4     67.4     67.4   800,000       294,000
                           ----     ----     ----   -------       -------
                         $383.2   $383.2   $383.2 2,422,000     1,211,000
                         ------   ------   ------ =========     =========

    Office:
    818 Mission
     Street  (c)           $0.0    $20.6    $10.3    28,000
    Johns
     Hopkins -
     855
     North Wolfe
     Street               102.2    102.2     73.3   279,000 (i)
    Mesa Del Sol
     Town
     Center  (c)            0.0     18.7      8.9    74,000 (j)
    Mesa Del Sol
     - Fidelity (c)(e)      0.0     26.7     12.7   210,000
                            ---     ----     ----   -------
                         $102.2   $168.2   $105.2   591,000
                         ------   ------   ------   =======

    Residential:
    Lucky Strike          $37.9    $37.9    $37.9       131
    Uptown
     Apartments (c)(e)      0.0    209.8    104.9       665
    Mercantile
     Place on
     Main (e)             143.7    143.7    143.7       366 (k)
    Barrington
     Place (c)              0.0     23.2     11.4       274
    Legacy
     Arboretum (c)          0.0     22.4     11.0       266
    Hamel Mill
     Lofts (e)             76.0     76.0     76.0       305
    Legacy
     Crossroads (c)(e)      0.0     41.0     20.5       344
                            ---     ----     ----       ---
                         $257.6   $554.0   $405.4     2,351
                         ------   ------   ------     =====

                         ------ --------   ------
    Total Openings and
     Acquisitions (d)    $743.0 $1,105.4   $893.8
                         ====== ========   ======

    -------------
    Residential
     Phased-In                               Opened
     Units (c)(e):                           in '08 / Total
                                             --------------
    Cobblestone Court      $0.0    $24.6    $12.3    96/304
    Sutton Landing          0.0     15.9      8.0   156/216
    Stratford Crossing      0.0     25.3     12.7   108/348
                            ---     ----     ----   -------
    Total (g)              $0.0    $65.8    $33.0   360/868
                           ====    =====    =====   =======
    ------------
    See Attached Footnotes





                    Forest City Enterprises, Inc. and Subsidiaries
                          Supplemental Operating Information


    Development Pipeline

    January 31, 2009
    Under Construction (8)

                                                          FCE      Pro-
                                                         Legal     Rata
                                 Dev (D)  Anticipated   Owner-   FCE % (h)
    Property          Location   Acq (A)    Opening    ship %(h)   (1)
    --------          --------   -------  -----------  --------- ---------


    Retail Centers:
    Promenade at
     Temecula         Temecula,
     Expansion         CA          D        Q1-09        75.0%    100.0%
    East River        Manhattan,
     Plaza (c)(e)      NY          D     Q4-09/Q1-10     35.0%     50.0%
    Village at        Hallandale,
     Gulfstream        FL          D        Q1-10        50.0%     50.0%
    Ridge             Yonkers,
     Hill (e)          NY          D      Q3-10/11       70.0%    100.0%


    Office:
    Waterfront
     Station
     - East 4th
     & West 4th       Washington,
     Buildings         D.C.        D        Q1-10        45.0%     45.0%

    Residential:
    80 Dekalb         Brooklyn,
     Avenue (e)        NY          D     Q3-09/Q1-10     70.0%    100.0%
    Presidio          San Francisco,
                       CA          D        Q2-10       100.0%    100.0%
    Beekman (e)       Manhattan,
                       NY          D      Q2-10/11       49.0%     70.0%


    Total Under
     Construction (l)

    Residential
     Phased-In
     Units (c)(e):
    Sutton            Brimfield,
     Landing           OH          D      2007-09       50.0%     50.0%
    Stratford         Wadsworth,
     Crossing          OH          D      2007-10       50.0%     50.0%
    Total (m)



    January 31, 2009                      Cost at
    Under Construction (8)                  FCE
                                 Total   Pro-Rata
                   Cost at Full  Cost      Share     Sq. ft./  Gross    Lease
                  Consolidation   at   (Non-GAAP)(b)  No. of  Leasable Commit-
    Property       (GAAP) (a)   100%(2)  (1) X (2)    Units     Area    ment %
    --------     -------------  ------- -----------  -------- -------- -------
                              (in millions)
                     -----------------------------
    Retail Centers:
    Promenade at
     Temecula
     Expansion        $106.5    $106.5    $106.5      127,000   127,000    61%
    East River           0.0     392.2     196.1      517,000   517,000    74%
     Plaza (c) (e)
    Village at         200.8     200.8     100.4      500,000   500,000(n) 50%
     Gulfstream
    Ridge Hill (e)     685.5     685.5     685.5    1,200,000 1,200,000(o) 21%
                      ------    ------    ------    --------- ---------
                       992.8  $1,385.0  $1,088.5    2,344,000 2,344,000
                      ------   -------   -------    ========= =========
    Office:
    Waterfront
     Station
     - East 4th
     & West 4th
     Buildings        $330.6    $330.6    $148.8      628,000 (p)          98%
                      ------    ------    ------      =======
    Residential:
    80 Dekalb Avenue
     (e)              $163.3    $163.3    $163.3          365
    Presidio           108.3     108.3     108.3          161
    Beekman (e)        875.7     875.7     613.0          904
                       -----     -----     -----          ---
                    $1,147.3  $1,147.3    $884.6        1,430
                    --------  --------    ------        =====

    Total Under
     Construction   --------  --------  --------
     (l)            $2,470.7  $2,862.9  $2,121.9
                    ========  ========  ========

    Residential                           Under Const. / Total
     Phased-In                            --------------------
     Units (c) (e):
    Sutton Landing      $0.0     $15.9      $8.0       36/216
    Stratford
     Crossing            0.0      25.3      12.7      132/348
                        ----      ----      ----      -------
    Total (m)           $0.0     $41.2     $20.7      168/564
                        ====     =====     =====      =======
    See Attached Footnotes

    Military Housing - see Footnote q




 2008 FOOTNOTES
 --------------

( a ) Amounts are presented on the full consolidation method of accounting, a
GAAP measure. Under full consolidation, costs are reported as consolidated at
100 percent if we are deemed to have control or to be the primary beneficiary
of our investments in the variable interest entity ("VIE").
( b ) Cost at pro-rata share represents Forest City's share of cost, based on
the Company's pro-rata ownership of each property (a non-GAAP measure).
Under the pro-rata consolidation method of accounting the Company determines
its pro-rata share by multiplying its pro-rata ownership by the total cost of
the applicable property.
( c ) Reported under the equity method of accounting. This method represents a
GAAP measure for investments in which the Company is not deemed to have
control or to be the primary beneficiary of our investments in a VIE.
( d ) The difference between the full consolidation cost amount (GAAP) of
$743.0 million to the Company's pro-rata share (a non-GAAP measure) of $893.8
million consists of a reduction to full consolidation for minority interest of
$28.9 million of cost and the addition of its share of cost for unconsolidated
investments of $179.7 million.
( e ) Phased-in openings. Costs are representative of the total project.
( f ) Includes 177,000 square feet for Target and 97,000 square feet for JC
Penney that opened in Q3-06, as well as 16,000 square feet of office space.
( g ) The difference between the full consolidation cost amount (GAAP) of $0.0
million to the Company's pro-rata share (a non-GAAP measure) of $33.0 million
consists of the Company's share of cost for unconsolidated investments of
$33.0 million.
( h ) As is customary within the real estate industry, the Company invests in
certain real estate projects through joint ventures.  For some of these
projects, the Company provides funding at percentages that differ from the
Company's legal ownership.
( i ) Includes 20,000 square feet of retail space.
( j ) Includes 22,000 square feet of retail space.
( k ) Includes 18,000 square feet of retail space.
( l ) The difference between the full consolidation cost amount (GAAP) of
$2,470.7 million to the Company's pro-rata share (a non-GAAP measure) of
$2,121.9 million consists of a reduction to full consolidation for minority
interest of $544.9 million of cost and the addition of its share of cost for
unconsolidated investments of $196.1 million.
( m ) The difference between the full consolidation cost amount (GAAP) of $0.0
million to the Company's pro-rata share (a non-GAAP measure) of $20.7 million
consists of the Company's share of cost for unconsolidated investments of
$20.7 million.
( n ) Includes 86,000 square feet of office space.
( o ) Includes 156,000 square feet of office space.
( p ) Includes 85,000 square feet of retail space.
( q ) Below is a summary of our equity method investments for Military Housing
Development projects. The Company provides services for these projects
including development, construction, and management and receives agreed upon
fees for these services.





                       Forest City Enterprises, Inc. and Subsidiaries
                             Supplemental Operating Information

    Development Pipeline

                                              Anticipated          FCE
    Property            Location                Opening       Pro-Rata % (h)
    --------            --------              -----------     --------------
    Military Housing:
    - Openings (1)
    Ohana Military
     Communities,
     Hawaii
     Increment I        Honolulu, HI           2005-Q2-08         *

    Military Housing
     Under
     Construction (7)
    Midwest Millington  Memphis, TN             2008-2009         *
    Navy Midwest        Chicago, IL             2006-2009         *
    Air Force Academy   Colorado Springs, CO    2007-2009         50.0%
    Marines, Hawaii     Honolulu, HI            2007-2010         *
     Increment II
    Navy, Hawaii        Honolulu, HI            2007-2010         *
     Increment III
    Pacific Northwest   Seattle, WA             2007-2010         *
     Communities
    Hawaii Phase IV     Kaneohe, HI             2007-2014         *
    Total Under
     Construction

    Total Military
     Housing  (8)



                             Cost at Full      Total Cost     Sq.ft./
    Property               Consolidation (a)     at 100%   No. of Units
    --------               -----------------   ----------  ------------
                                      (in millions)
                                  --------------------
    Military Housing:
    - Openings (1)
    Ohana Military
     Communities,
     Hawaii Increment I           $0.0          $316.5          1,952
                                  -----------------------------------
    Military Housing
     Under
     Construction (7)
    Midwest Millington             0.0            38.1            318
    Navy Midwest                   0.0           264.7          1,658
    Air Force Academy              0.0            80.4            427
    Marines, Hawaii
     Increment II                  0.0           338.8          1,175
    Navy, Hawaii
     Increment III                 0.0           614.6          2,520
    Pacific Northwest
     Communities                   0.0           277.0          2,986
    Hawaii Phase IV                0.0           394.3            917
                                  -----------------------------------
    Total Under
     Construction                  0.0         2,007.9         10,001
                                  -----------------------------------
    Total Military
     Housing  (8)                 $0.0        $2,324.4         11,953
                                  ===================================

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




SOURCE  Forest City Enterprises, Inc.

Robert O'Brien, Executive Vice President - Chief Financial Officer, or Tom
Kmiecik, Assistant Treasurer, or Jeff Linton, Vice President - Corporate
Communication, all of Forest City Enterprises, +1-216-621-6060
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