Exhibit 99.1 Forest City Reports Third-Quarter and Year-to-Date Financial Results CLEVELAND--(BUSINESS WIRE)--Dec. 8, 2005--Forest City Enterprises, Inc. (NYSE:FCEA) (NYSE:FCEB) today announced revenues, net earnings and EBDT for the third quarter and nine months ended October 31, 2005. All per-share figures are adjusted for the Company's two-for-one stock split effective July 11, 2005. For the third quarter ended October 31, 2005, consolidated revenues increased to $291.2 million compared with $250.3 million for the third quarter a year ago. Third-quarter net earnings were $12.9 million, or $0.13 per share, compared with $37.3 million, or $0.37 per share, in 2004. EBDT was $64.3 million, or $0.63 per share, compared with last year's third-quarter EBDT of $82.6 million, or $0.81 per share. For the nine-month period ended October 31, 2005, consolidated revenues increased to $911.6 million compared with $750.9 million in 2004. Net earnings were $55.3 million, or $0.54 per share, compared with $79.4 million, or $0.78 per share, in the prior year. EBDT (Earnings Before Depreciation, Amortization and Deferred Taxes) for the nine months was $196.8 million, or $1.92 per share, compared with last year's $208.7 million, or $2.05 per share. EBDT and EBDT per share are non-Generally Accepted Accounting Principles (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. Charles A. Ratner, president and chief executive officer of Forest City Enterprises, said, "Our third-quarter and year-to-date financial performance was in line with our expectations and our operating plans for the 2005 fiscal year. Despite timing issues that have affected the comparison of our year-to-date numbers, we believe these results will be more than offset by a strong performance in the fourth quarter. We remain on target for a record year, our 26th consecutive year of EBDT growth." The 6.3 percent decrease in EBDT per share for the first nine months of 2005 and 22.2 percent decrease for the third quarter are mostly attributed to Stapleton financing income recognized in 2004; the increased loss for The Nets (basketball team), which the Company did not own in the first half of 2004; and 2004 EBDT from the Lumber Trading Group, which was sold in the fourth quarter of last year. These items were partially offset by increases in sales of outlot land in the Commercial Group. Net earnings were down for both the year-to-date period and quarter ended October 31, 2005, primarily due to the timing of dispositions of operating properties. In addition to the items described above, the year-to-date comparison was also affected by a one-time charge to earnings from the adoption of FASB Interpretation No. 46 (R) in the first quarter of 2004, and a favorable change in the Company's effective tax rate (resulting from a change in the Ohio tax law) in 2005. Comparable property net operating income (NOI) - defined as NOI from properties operated during comparable periods in both 2005 and 2004 - increased 2.5 percent in the first nine months of 2005. Year-to-date comparable property NOI for the retail portfolio was up 2.5 percent and the office portfolio was down 0.6 percent. Lease rollovers in Cleveland, Pittsburgh and San Jose unfavorably impacted the office portfolio. The residential portfolio comparable property NOI increased 3.6 percent - a substantial improvement over the prior year and further evidence of continued improvement in the residential rental market after a three-year downturn. Year-to-date 2005 comparable occupancies were up in total compared with the same period a year ago. Retail occupancies were 93.3 percent compared with 92.3 percent last year; office occupancies were 94.2 percent compared with 92.5 percent last year; and residential increased to 93.1 percent from 92.6 percent. Comparable property NOI, a non-GAAP financial measure, is based on the pro-rata consolidation method, also a non-GAAP financial measure. Included in this release is an exhibit that presents comparable property NOI on the full consolidation method. Real Estate Highlights A schedule of the Company's project openings and acquisitions, and the pipeline of projects under construction is included in this news release. Highlighted below are several of the Company's recent and upcoming project openings, projects under construction, and projects under development. The attached exhibit includes comparable project costs on both a pro-rata share and full consolidation basis. Openings In the first three fiscal quarters, the Company opened or acquired eight projects. With two project openings already in the fourth quarter, Forest City has opened everything that it planned to open during fiscal 2005, at a total cost of $511.5 million on a full consolidation basis and $538.0 million at the Company's share. In October 2005, Forest City opened the $149 million Simi Valley Town Center open-air regional lifestyle center in Southern California. The 660,000-square-foot center features anchor tenants Macy's and Robinsons-May, and more than 110 premier specialty shops including Anthropologie, Abercrombie & Fitch, Coach, Ann Taylor Loft and Urban Outfitters, and six restaurants including California Pizza Kitchen and Dakota's Great Steakhouse. The town center is 90 percent leased and traffic is strong. The Company has a commitment to permanently finance the project at a fixed rate below 6 percent. Forest City also completed and opened two rental residential communities during the third quarter. 100 Landsdowne is an 18-story, 203-unit rental residential community (representing $66.2 million of cost on both a full consolidation and pro-rata share basis) that is the final building to be completed at the Company's University Park at MIT life sciences park near Boston. Ashton Mill is a Civil War-era cotton mill near Providence, Rhode Island, that has been transformed into more than 190 apartment units at a cost of $45.3 million (on both a full consolidation and pro-rata share basis). In September, IKEA held the grand opening of its new 310,000-square-foot store in the Chicago suburb of Bolingbrook, Illinois. The IKEA store is the first phase of Forest City's adjacent 698,000-square-foot, $109.3 million Bolingbrook Town Center, an open-air regional lifestyle center that will feature Macy's and Bass Pro Shops Outdoor World when it is completed in 2007. Additional openings in the fourth quarter include: -- Sterling Glen of Lynbrook, a 100-unit senior housing community (representing $30.8 million on a full consolidation basis and $24.6 million of cost at the Company's share) located next to a nature preserve on Long Island. -- Met Lofts, which features 264 loft apartments in the growing South Park neighborhood of downtown Los Angeles - with $32.7 million of cost at the Company's share. -- Northfield at Stapleton, which opened a Super Target and a Circuit City as the first anchors at the 1.1-million-square-foot lifestyle retail center in Denver. Nearby, the 186,000-square-foot Bass Pro Shops opened in November. See "Denver Stapleton" section for more information on this project. Projects Under Construction As of the end of the third quarter, Forest City's pipeline included 13 projects under construction - three retail, three office, five residential communities and two condominiums -- representing a total cost of $629.3 million on a full consolidation basis and $1.2 billion of cost at the Company's pro-rata share. Of the 13 projects under construction, seven are scheduled to open in 2006. Among the projects under construction are large, complex commercial developments from coast to coast, including: the 1.5 million-square-foot, 52-story New York Times Headquarters building in Manhattan; the 1-million-square-foot San Francisco Centre - Emporium retail project in downtown San Francisco; and the 22-acre Illinois Science + Technology Park in the Chicago suburb of Skokie, Illinois. For more on the life sciences park near Chicago, refer to the "Science + Technology Group Update" later in this release. Despite significant cost pressures for building materials, the cost of these projects has already been committed to by contract, and the Company expects to complete these projects on time and on budget. See the Company's Pipeline schedule in this news release for a complete listing of projects under construction. Projects Under Development At the end of the third quarter, the Company had more than 20 projects under development, representing approximately $2 billion. During the quarter, Forest City reached important milestones at a number of projects under development. The Commercial Group is expected to break ground soon on The Orchard Town Center in the Denver suburb of Westminster, Colorado. Scheduled to open in 2006, this $125.0 million (cost at full consolidation and on a pro-rata basis), 853,000-square-foot development will be an anchored open-air lifestyle center featuring retail, dining and residential venues. In September, Forest City Ratner Companies (the New York City affiliate of Forest City) announced that the New York State transit agency has accepted the Company's $100 million offer to acquire 8.3 acres of land in Brooklyn for the development of its 21-acre Brooklyn Atlantic Yards project, which is scheduled to begin construction next year. Atlantic Yards' centerpiece is expected to be a new arena for the Nets basketball team. In October, the Company entered into a joint venture partnership agreement with Magna Entertainment Corp. for the planned development of The Village at Gulfstream Park, a 55-acre mixed-use project in Hallandale, Florida. The planned first phase includes the integration of a lifestyle shopping, residential, hotel and entertainment venue with Magna's expanded and renovated Gulfstream Park racetrack. In downtown Dallas, the Residential Group entered the market with its Mercantile Bank redevelopment project, which will consist of 210 rental apartments, as well as a new 152-unit apartment building and the redevelopment of the adjacent Continental Building into 165 condominium units. During the third quarter, Forest City acquired the first building for redevelopment and solidified the public/private partnership that will be integral to the success of the project. The Residential Group will break ground this month on The Uptown Apartments, which will include 665 rental residential units in center city Oakland. During the third quarter, after approximately five years of work, the Company closed on a $160 million tax-exempt bond deal for the project - the largest single issue in California history. In addition to the apartments, the project will include 9,000 square feet of retail space on 6 acres near a mass transit station, 15 minutes from downtown San Francisco. Science + Technology Group Update Just as Forest City is completing University Park at MIT, Forest City's Science + Technology Group has two other large life science projects under development. In the Chicago suburb of Skokie, Illinois, Forest City has begun repositioning and redevelopment of a $77.5 million (cost at full consolidation and on a pro-rata share basis), 22-acre life sciences park known as Illinois Science + Technology Park. The Company plans to renovate or redevelop four existing structures and replace others with new research and office facilities. Forest City has also begun development of the first phase of an 80-acre mixed-use project adjacent to the Johns Hopkins University medical campus in East Baltimore, Maryland. The first phase is expected to include approximately 1 million square feet of life sciences office space and up to 850 residential units. Johns Hopkins has committed to occupy at least 100,000 square feet of the first 275,000-square-foot building. Forest City has been selected to participate in exclusive negotiations for the development of two other life sciences office campuses. In the third quarter, Forest City was selected to negotiate for the rights to develop a 14-acre office campus for Case Western Reserve University School of Medicine in Cleveland. In the fourth quarter, Forest City won exclusive negotiating rights for the 160-acre Fitzsimons life sciences office park adjacent to the Company's Denver Stapleton project. Forest City would focus on developing build-to-suit office and research space for life sciences companies interested in working with the University of Colorado at Denver Health Sciences Center and the University of Colorado Hospital, which are also expanding to the Fitzsimons campus. The project involves the adaptive re-use of a former U.S. Army base and hospital. Denver Stapleton and Land Development Update The third quarter of 2005 saw the Company's mixed-use redevelopment of Stapleton continuing to move forward as one of the premier new urban communities in the nation. At the new 1.1-million-square-foot Northfield at Stapleton, Super Target, Circuit City and Bass Pro Shops Outdoor World Superstore are now open for business. Additional phases, which will include main street retail, an 18-screen theater complex and a Foley's department store, are scheduled to be completed next year. Sales and development of land for residential use have remained strong. During the third quarter, Stapleton's builders sold 248 homes and residents moved into 220 homes. Since inception in 2001, Stapleton has had 2,364 homes sold and 1,913 occupied. During the third quarter, Forest City acquired more than 400 acres in Aberdeen, North Carolina, for the development of a new master-planned golf community to be known as Legacy Lakes. Plans for the community call for the development of more than 600 single-family and multifamily homes, to be built by a mix of national and local builders and clustered in villages and enclaves throughout the project. At the end of the third quarter, the Company owned approximately 8,700 acres of land involving 39 projects in 9 states. Financing Activity Forest City continues to take advantage of current interest rates and attractive debt markets for its project financings, with primary emphasis on locking in fixed-rate nonrecourse mortgages. During the first nine months of fiscal 2005, Forest City closed on transactions totaling $922.6 million in nonrecourse mortgage financings, including $321.1 million for new development projects and acquisitions, $512.4 million in refinancings, and $89.1 million in loan extensions. At October 31, 2005, the Company's weighted average cost of mortgage debt increased to 5.92 percent from 5.74 percent at October 31, 2004, primarily due to the general increases in short-term rates. Fixed-rate mortgage debt, which represented 68 percent of the Company's total nonrecourse mortgage debt, decreased from 6.58 percent at October 31, 2004 to 6.33 percent at October 31, 2005. The variable-rate mortgage debt increased from 3.92 percent at October 31, 2004 to 5.02 percent at October 31, 2005. Outlook Ratner said, "2005 continues to be a good year for us. Our retail portfolio is growing, our office properties are focused in good markets, the residential business is rebounding from three very tough years, and the land business is robust and expanding. Throughout our business, we are building our capabilities and our portfolio in our core markets. Our experience with open-air regional lifestyle centers, life science office parks, adaptive reuse rental residential apartments, condominiums, and master-planned communities gives us a competitive advantage. "We are pleased with our performance to date and confident that our momentum heading into our fourth quarter will result in a very successful year for the Company in fiscal 2005. We are on track for 2005 to be our 26th consecutive year of EBDT growth." Corporate Description Forest City Enterprises, Inc. is a $7.8 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 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 third quarter and nine months ended October 31, 2005, with reconciliations of non-GAAP financial measures, such as comparable net operating income 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, 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 from real estate operations of Forest City Rental Properties Corporation, a wholly owned subsidiary of Forest City Enterprises, Inc., for depreciation, amortization (including amortization of mortgage procurement costs) and deferred income taxes; iv) provision for decline in real estate (net of tax); v) extraordinary items (net of tax); and vi) cumulative effect of change in accounting principle (net of tax). Unlike the real estate segments, EBDT for the Nets segment equals net earnings of the equity method investment. 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 our current tax provision. The provision for decline in real estate is excluded from EBDT because it varies from year to year based on factors unrelated to our overall financial performance and is related to the ultimate gain on dispositions of operating properties. 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, a non-GAAP financial measure. 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 share of ownership. Under GAAP, the full consolidation method is used to report partnership assets and liabilities as 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 or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, real estate development and investment risks, economic conditions in the Company's target markets, reliance on major tenants, the impact of terrorist acts, the Company's substantial leverage and the ability to service debt, guarantees under the Company's credit facility, changes in interest rates, continued availability of tax-exempt government financing, the sustainability of substantial operations at the subsidiary level, significant geographic concentration, illiquidity of real estate investments, dependence on rental income from real property, conflicts of interest, competition, potential liability from syndicated properties, effects of uninsured loss, environmental liabilities, partnership risks, litigation risks, risks associated with an investment in a professional sports franchise, and other risk factors as disclosed from time to time in the Company's SEC filings, including, but not limited to, the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2005. Forest City Enterprises, Inc. and Subsidiaries Financial Highlights Nine Months Ended October 31, 2005 and 2004 (dollars in thousands, except per share data) Three Months Ended, October 31, Increase (Decrease) ------------------------ ------------------- 2005 2004 Amount Percent ------------------------ ----------- ------- Operating Results: Earnings from continuing operations $7,810 $17,181 $(9,371) Discontinued operations, net of tax and minority interest(1) 5,094 20,159 (15,065) Cumulative effect of change in accounting principle, net of tax - - - ------------------------ ----------- Net earnings $12,904 $37,340 $(24,436) ======================== =========== Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2) $64,250 $82,585 $(18,335) -22.2% ======================== =========== Reconciliation of Net Earnings to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2): Net Earnings $12,904 $37,340 $(24,436) Depreciation and amortization - Real Estate Groups(5) 46,276 41,695 4,581 Depreciation and amortization - equity method investments(3) - - - Amortization of mortgage procurement costs - Real Estate Groups 3,026 3,372 (346) Deferred income tax expense - Real Estate Groups(6) 12,906 34,540 (21,634) Deferred income tax expense - Non-Real Estate Groups:(6) Gain on disposition of other investments - - - Gain on disposition of Lumber Group - - - Current income tax expense on non- operating earnings:(6) Gain on disposition of other investments - - - Gain on disposition included in discontinued operations - 219 (219) Gain on disposition recorded on equity method 220 - 220 Straight-line rent adjustment(4) (1,200) (3,184) 1,984 Provision for decline in real estate, net of minority interest 2,120 - 2,120 Provision for decline in real estate recorded on equity method - - - Gain on disposition recorded on equity method (2,526) - (2,526) Gain on disposition of other investments - - - Discontinued operations:(1) Gain on disposition of rental properties (9,476) (31,625) 22,149 Loss on disposition of a division of Lumber Group - - - Minority interest - Gain on sale - 228 (228) Cumulative effect of change in accounting principle, net of tax - - - ------------------------ ----------- Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2) $64,250 $82,585 $(18,335) -22.2% ======================== =========== Diluted Earnings per Common Share: Earnings from continuing operations $0.08 $0.17 $(0.09) Discontinued operations, net of tax and minority interest(1) 0.05 0.20 (0.15) Cumulative effect of change in accounting principle, net of tax - - - ------------------------ ----------- Net earnings $0.13 $0.37 $(0.24) ======================== =========== Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2) $0.63 $0.81 $(0.18) -22.2% ======================== =========== Operating earnings, net of tax (a non-GAAP financial measure) $0.09 $0.22 $(0.13) Provision for decline in real estate, net of tax (0.02) - (0.02) Gain on disposition of rental properties and other investments, net of tax 0.07 0.19 (0.12) Minority interest (0.01) (0.04) 0.03 Cumulative effect of change in accounting principle, net of tax - - - ------------------------ ----------- Net earnings $0.13 $0.37 $(0.24) ======================== =========== Diluted weighted average shares outstanding 102,675,753 101,838,256 837,497 ======================== =========== Forest City Enterprises, Inc. and Subsidiaries Financial Highlights Nine Months Ended October 31, 2005 and 2004 (dollars in thousands, except per share data) Nine Months Ended, October 31, Increase (Decrease) ------------------------ ------------------- 2005 2004 Amount Percent ------------------------ ----------- ------- Operating Results: Earnings from continuing operations $50,382 $54,023 $(3,641) Discontinued operations, net of tax and minority interest(1) 4,902 36,604 (31,702) Cumulative effect of change in accounting principle, net of tax - (11,261) 11,261 ------------------------ ----------- Net earnings $55,284 $79,366 $(24,082) ======================== =========== Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2) $196,839 $208,701 $(11,862) -5.7% ======================== =========== Reconciliation of Net Earnings to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2): Net Earnings $55,284 $79,366 $(24,082) Depreciation and amortization - Real Estate Groups(5) 138,513 128,049 10,464 Depreciation and amortization - equity method investments(3) - 237 (237) Amortization of mortgage procurement costs - Real Estate Groups 8,659 9,685 (1,026) Deferred income tax expense - Real Estate Groups(6) 17,892 65,949 (48,057) Deferred income tax expense - Non-Real Estate Groups:(6) Gain on disposition of other investments 174 - 174 Gain on disposition of Lumber Group - 89 (89) Current income tax expense on non- operating earnings:(6) Gain on disposition of other investments 60 - 60 Gain on disposition included in discontinued operations - (140) 140 Gain on disposition recorded on equity method 8,147 (209) 8,356 Straight-line rent adjustment(4) (6,183) (2,646) (3,537) Provision for decline in real estate, net of minority interest 4,694 - 4,694 Provision for decline in real estate recorded on equity method 704 - 704 Gain on disposition recorded on equity method (21,023) (31,996) 10,973 Gain on disposition of other investments (606) - (606) Discontinued operations:(1) Gain on disposition of rental properties (9,476) (52,931) 43,455 Loss on disposition of a division of Lumber Group - 1,093 (1,093) Minority interest - Gain on sale - 894 (894) Cumulative effect of change in accounting principle, net of tax - 11,261 (11,261) ------------------------ ----------- Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2) $196,839 $208,701 $(11,862) -5.7% ======================== =========== Diluted Earnings per Common Share: Earnings from continuing operations $0.49 $0.53 $(0.04) Discontinued operations, net of tax and minority interest(1) 0.05 0.36 (0.31) Cumulative effect of change in accounting principle, net of tax - (0.11) 0.11 ------------------------ ----------- Net earnings $0.54 $0.78 $(0.24) ======================== =========== Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT)(2) $1.92 $2.05 $(0.13) -6.3% ======================== =========== Operating earnings, net of tax (a non-GAAP financial measure) $0.48 $0.60 $(0.12) Provision for decline in real estate, net of tax (0.04) - (0.04) Gain on disposition of rental properties and other investments, net of tax 0.18 0.50 (0.32) Minority interest (0.08) (0.21) 0.13 Cumulative effect of change in accounting principle, net of tax - (0.11) 0.11 ------------------------ ----------- Net earnings $0.54 $0.78 $(0.24) ======================== =========== Diluted weighted average shares outstanding 102,490,316 101,772,346 717,970 ======================== =========== Forest City Enterprises, Inc. and Subsidiaries Financial Highlights Nine Months Ended October 31, 2005 and 2004 (dollars in thousands) Three Months Ended, October 31, Increase (Decrease) -------------------- ------------------- 2005 2004 Amount Percent -------------------- ------------------- Operating Earnings (a non- GAAP financial measure) and Reconciliation to Net Earnings: Revenues from real estate operations Commercial Group $217,285 $178,195 $39,090 Residential Group 56,184 50,369 5,815 Land Development Group 17,767 21,749 (3,982) Corporate Activities - 4 (4) -------------------- ------------ Total Revenues 291,236 250,317 40,919 16.3% Operating expenses (175,354) (148,693) (26,661) Interest expense, including early extinguishment of debt (70,270) (67,759) (2,511) Amortization of mortgage procurement costs(5) (3,564) (3,764) 200 Depreciation and amortization(5) (44,008) (37,190) (6,818) Interest income 5,080 28,907 (23,827) Equity in earnings of unconsolidated entities 16,113 10,777 5,336 Provision for decline in real estate recorded on equity method - - - Gain on disposition recorded on equity method (2,526) - (2,526) Revenues from discontinued operations(1) 265 39,298 (39,033) Expenses from discontinued operations(1) (1,439) (37,179) 35,740 -------------------- ------------ Operating earnings (a non- GAAP financial measure) 15,533 34,714 (19,181) -------------------- ------------ Income tax expense(6) (7,171) (11,737) 4,566 Income tax expense from discontinued operations(1)(6) (3,208) (13,291) 10,083 Income tax expense on non- operating earnings items (see below) 3,818 12,418 (8,600) -------------------- ------------ Operating earnings, net of tax (a non-GAAP financial measure) 8,972 22,104 (13,132) -------------------- ------------ Provision for decline in real estate (3,480) - (3,480) Provision for decline in real estate recorded on equity method - - - Gain on disposition recorded on equity method 2,526 - 2,526 Gain on disposition of other investments - - - Gain on disposition of rental properties included in discontinued operations(1) 9,476 31,625 (22,149) Loss on disposition of a division included in discontinued operations(1) - - - Income tax benefit (expense) on non-operating earnings:(6) Provision for decline in real estate 819 - 819 Provision for decline in real estate recorded on equity method - - - Gain on disposition of other investments - - - Gain on disposition recorded on equity method (975) - (975) Gain on disposition of rental properties included in discontinued operations (3,662) (12,418) 8,756 Loss on disposition of a division included in discontinued operations - - - -------------------- ------------ Income tax expense on non- operating earnings (see above) (3,818) (12,418) 8,600 -------------------- ------------ Minority interest in continuing operations (772) (3,677) 2,905 Minority interest in discontinued operations:(1) Operating earnings - (66) 66 Gain on disposition of rental properties - (228) 228 -------------------- ------------ - (294) 294 -------------------- ------------ Minority interest (772) (3,971) 3,199 -------------------- ------------ Cumulative effect of change in accounting principle, net of tax - - - -------------------- ------------ Net earnings $12,904 $37,340 $(24,436) ==================== ============ Forest City Enterprises, Inc. and Subsidiaries Financial Highlights Nine Months Ended October 31, 2005 and 2004 (dollars in thousands) Nine Months Ended, October 31, Increase (Decrease) -------------------- ------------------- 2005 2004 Amount Percent -------------------- ------------------- Operating Earnings (a non- GAAP financial measure) and Reconciliation to Net Earnings: Revenues from real estate operations Commercial Group $670,822 $534,234 $136,588 Residential Group 163,487 145,608 17,879 Land Development Group 77,241 71,082 6,159 Corporate Activities - 4 (4) -------------------- ------------ Total Revenues 911,550 750,928 160,622 21.4% Operating expenses (538,880) (432,632) (106,248) Interest expense, including early extinguishment of debt (213,817) (183,126) (30,691) Amortization of mortgage procurement costs(5) (10,326) (10,773) 447 Depreciation and amortization(5) (130,383) (111,252) (19,131) Interest income 18,819 36,843 (18,024) Equity in earnings of unconsolidated entities 46,029 60,671 (14,642) Provision for decline in real estate recorded on equity method 704 - 704 Gain on disposition recorded on equity method (21,023) (31,996) 10,973 Revenues from discontinued operations(1) 3,309 130,265 (126,956) Expenses from discontinued operations(1) (4,796) (120,122) 115,326 -------------------- ------------ Operating earnings (a non- GAAP financial measure) 61,186 88,806 (27,620) -------------------- ------------ Income tax expense(6) (18,953) (36,854) 17,901 Income tax expense from discontinued operations(1)(6) (3,087) (24,161) 21,074 Income tax expense on non- operating earnings items (see below) 9,933 32,803 (22,870) -------------------- ------------ Operating earnings, net of tax (a non-GAAP financial measure) 49,079 60,594 (11,515) -------------------- ------------ Provision for decline in real estate (6,100) - (6,100) Provision for decline in real estate recorded on equity method (704) - (704) Gain on disposition recorded on equity method 21,023 31,996 (10,973) Gain on disposition of other investments 606 - 606 Gain on disposition of rental properties included in discontinued operations(1) 9,476 52,931 (43,455) Loss on disposition of a division included in discontinued operations(1) - (1,093) 1,093 Income tax benefit (expense) on non-operating earnings:(6) Provision for decline in real estate 1,814 - 1,814 Provision for decline in real estate recorded on equity method 272 - 272 Gain on disposition of other investments (234) - (234) Gain on disposition recorded on equity method (8,123) (12,655) 4,532 Gain on disposition of rental properties included in discontinued operations (3,662) (20,580) 16,918 Loss on disposition of a division included in discontinued operations - 432 (432) -------------------- ------------ Income tax expense on non- operating earnings (see above) (9,933) (32,803) 22,870 -------------------- ------------ Minority interest in continuing operations (8,163) (19,782) 11,619 Minority interest in discontinued operations:(1) Operating earnings - (322) 322 Gain on disposition of rental properties - (894) 894 -------------------- ------------ - (1,216) 1,216 -------------------- ------------ Minority interest (8,163) (20,998) 12,835 -------------------- ------------ Cumulative effect of change in accounting principle, net of tax - (11,261) 11,261 -------------------- ------------ Net earnings $55,284 $79,366 $(24,082) ==================== ============ Forest City Enterprises, Inc. and Subsidiaries Financial Highlights Nine Months Ended October 31, 2005 and 2004 (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 and a division which have been sold or 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) noncash charges from Forest City Rental Properties Corporation, a wholly-owned subsidiary of Forest City Enterprises, Inc., for depreciation, amortization (including amortization of mortgage procurement costs) and deferred income taxes; iv) provision for decline in real estate (net of tax); v) extraordinary items (net of tax); and vi) cumulative effect of change in accounting principle (net of tax). See our discussion of EBDT in the news release. 3) Amount represents depreciation expense for certain syndicated properties accounted for on the equity method of accounting under both full consolidation and pro-rata consolidation (a non-GAAP financial measure). See our discussion of pro-rata consolidation in the news release. 4) 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. 5) The following table provides detail of Depreciation and Amortization and Amortization of mortgage procurement costs. The Company's Real Estate Groups are owned by Forest City Rental Properties Corporation, a wholly-owned subsidiary 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 Nine Months Ended October 31, October 31, --------------------------------------- 2005 2004 2005 2004 --------------------------------------- Full Consolidation $44,008 $37,190 $130,383 $111,252 Non-Real Estate Groups (198) (288) (736) (869) --------------------------------------- Real Estate Groups Full Consolidation 43,810 36,902 129,647 110,383 Real Estate Groups related to minority interest (3,828) (2,582) (11,822) (6,653) Real Estate Groups Equity Method 6,294 6,211 19,825 19,998 Real Estate Groups Discontinued Operations - 1,164 863 4,321 --------------------------------------- Real Estate Groups Pro-Rata Consolidation $46,276 $41,695 $138,513 $128,049 ======================================= Amortization of Amortization of mortgage mortgage procurement costs procurement costs --------------------------------------- Three Months Ended Nine Months Ended October 31, October 31, --------------------------------------- 2005 2004 2005 2004 --------------------------------------- Full Consolidation $3,564 $3,764 $10,326 $10,773 Non-Real Estate Groups (84) (41) (286) (140) --------------------------------------- Real Estate Groups Full Consolidation 3,480 3,723 10,040 10,633 Real Estate Groups related to minority interest (757) (671) (2,302) (1,981) Real Estate Groups Equity Method 303 281 906 845 Real Estate Groups Discontinued Operations - 39 15 188 --------------------------------------- Real Estate Groups Pro-Rata Consolidation $3,026 $3,372 $8,659 $9,685 ======================================= Three Months Ended Nine Months Ended October 31, October 31, --------------------------------------- 2005 2004 2005 2004 --------------------------------------- (6) The following table (in thousands) (in thousands) provides detail of Income Tax Expense (Benefit): (A) Operating earnings Current $(1,860) $(9,005) $(5,138) $(9,909) Deferred 8,875 20,742 17,820 34,108 --------------------------------------- 7,015 11,737 12,682 24,199 --------------------------------------- (B) Provision for decline in real estate Deferred (819) - (1,814) - Deferred - Equity method investment - - (272) - --------------------------------------- (819) - (2,086) - --------------------------------------- (C) Gain on disposition of other investments Current - Non-Real Estate Groups - - 60 - Deferred - Non-Real Estate Groups - - 174 - --------------------------------------- - - 234 - --------------------------------------- (D) Gain on disposition recorded on equity method Current 220 - 8,147 (209) Deferred 755 - (24) 12,864 --------------------------------------- 975 - 8,123 12,655 --------------------------------------- Subtotal(A)(B)(C)(D) Current (1,640) (9,005) 3,069 (10,118) Deferred 8,811 20,742 15,884 46,972 --------------------------------------- Income tax expense 7,171 11,737 18,953 36,854 --------------------------------------- (E) Discontinued operations - Rental Properties Operating earnings Current (461) (543) (498) (265) Deferred 7 364 (77) 183 --------------------------------------- (454) (179) (575) (82) Gain on disposition of rental properties Current - 219 - 381 Deferred 3,662 12,199 3,662 20,199 --------------------------------------- 3,662 12,418 3,662 20,580 --------------------------------------- 3,208 12,239 3,087 20,498 --------------------------------------- Subtotal(A)(B)(C)(D)(E) Current (2,101) (9,329) 2,571 (10,002) Deferred 12,480 33,305 19,469 67,354 --------------------------------------- $10,379 $23,976 $22,040 $57,352 --------------------------------------- (F) Discontinued operations - Lumber Group Operating earnings Current - 2,289 - 4,212 Deferred - (1,237) - (117) --------------------------------------- - 1,052 - 4,095 Loss on disposition of a division of Lumber Group Current - - - (521) Deferred - - - 89 --------------------------------------- - - - (432) --------------------------------------- - 1,052 - 3,663 --------------------------------------- Subtotal(E)(F) 3,208 13,291 3,087 24,161 --------------------------------------- Grand Total(A)(B)(C)(D)(E)(F) Current (2,101) (7,040) 2,571 (6,311) Deferred 12,480 32,068 19,469 67,326 --------------------------------------- 10,379 25,028 22,040 61,015 --------------------------------------- Recap of Grand Total: Real Estate Groups Current 1,147 (6,608) 13,571 (3,222) Deferred 12,906 34,540 17,892 65,949 --------------------------------------- 14,053 27,932 31,463 62,727 Non-Real Estate Groups Current (3,248) (432) (11,000) (3,089) Deferred (426) (2,472) 1,577 1,377 --------------------------------------- (3,674) (2,904) (9,423) (1,712) --------------------------------------- Grand Total $10,379 $25,028 $22,040 $61,015 ======================================= Development Pipeline - -------------------- October 31, 2005 2005 Openings and Acquisitions (8) Cost at FCE Pro- Cost at Rata FCE Pro- Full Share Dev Legal Rata Consol- Total (Non- (D) Date Owner- FCE % idation Cost GAAP) Sq. ft. Property/ Acq Opened/ ship% (i) (GAAP) at 100% (b) /No. of Location (A) Acquired (i)(1) (2) (a) (3) (2)x(3) Units - ---------------------------------------- ----------------------------- (in millions) ---------------------- Retail Centers: Saddle Rock Village/ Q1-05/ Aurora, CO D Q3-06 80.0% 100.0% $33.8 $33.8 $33.8 354,000 Short Pump Town Center Expansion/ Richmond, VA D Q3-05 50.0% 100.0% 27.3 27.3 27.3 88,000 Simi Valley Town Center/Simi Valley, CA D Q3-05 85.0% 100.0% 149.0 149.0 149.0 660,000 ----------------------------- $210.1 $210.1 $210.1 1,102,000 --------------------========= Office: ----------------------------- Ballston Common Office Center/ Arlington, VA A Q2-05 50.0% 100.0% $63.0 $63.0 $63.0 176,000 ---------------------======== Residential: 23 Sidney Street/ Cambridge, MA D Q1-05 100.0% 100.0% $17.8 $17.8 $17.8 51 Metro 417(m)/Los Angeles, CA D Q2-05 75.0% 100.0% 78.3 78.3 78.3 277 100 Landsdowne Street/ Cambridge, MA D Q3-05 100.0% 100.0% 66.2 66.2 66.2 203 Ashton Mill/ Cumberland, RI D Q3-05 90.0% 100.0% 45.3 45.3 45.3 193 ----------------------------- $207.6 $207.6 $207.6 724 ---------------------======== --------------------- Total 2005 Openings (b) $480.7 $480.7 $480.7 ===================== - ---------------------------------------------------------------------- Residential Phased-In Units (c) (e): Opened in '05/ Total ------- Newport Landing/ Coventry, OH D 2002-05 50.0% 50.0% $0.0 $16.0 $8.0 60/336 Arbor Glen/ Twinsburg, OH D 2004-07 50.0% 50.0% 0.0 18.4 9.2 48/288 Woodgate/ Evergreen Farms/Olmsted Township, OH D 2004-07 33.0% 33.0% 0.0 22.9 7.6 168/348 ----------------------------- Total (b) (f) $0.0 $57.3 $24.8 276/972 ============================= - ---------------------------------------------------------------------- See attached October 31, 2005 footnotes. Development Pipeline - -------------------- October 31, 2005 Under Construction (13) Cost at FCE Pro- Cost at Rata Anti- FCE Pro- Full Share Pro- Dev cipat- Legal Rata Consol- Total (Non- Pre- perty/ (D) ed Owner- FCE% idation Cost GAAP) Sq. ft./ Lea- Loc- Acq Open- ship% (i) (GAAP) at 100% (b) No. of sed ation (A) ing (i)(1) (2) (a) (3) (2)X(3) Units % - ------------------------------ --------------------------------------- (in millions) ---------------------- Retail Centers: Northfield at Stapleton (p)/ Q4-05/ Denver, Q1-06/ CO D Q3-06 95.0% 97.4% $176.7 $176.7 $172.1 1,117,000(n) 60% San Francisco Centre - Emporium (c)(j)/ San Francisco, CA D Q3-06 50.0% 50.0% 0.0 425.0 212.5 964,000(o) 67% Bolingbrook South/ Bolingbrook, IL D Q1-07 100.0% 100.0% 109.3 109.3 109.3 698,000 30% ------------------------------- $286.0 $711.0 $493.9 2,779,000 ----------------------========= Office: Illinois Science and Technology Park(r)/ Skokie, IL A/D Q3-06 100.0% 100.0% $77.5 $77.5 $77.5 673,000 0% Edgeworth Building/ Richmond, VA D Q4-06 100.0% 100.0% 35.2 35.2 35.2 166,000 48% New York Times(c)/ Manhattan, NY D Q2-07 28.0% 40.0% 0.0 415.0 166.0 734,000 0% ------------------------------- $112.7 $527.7 $278.7 1,573,000 ----------------------========= Residential: Sterling Glen of Lynbrook (g)(k)/ Lynbrook, NY D Q4-05 80.0% 80.0% $30.8 $30.8 $24.6 100 Met Lofts(c)/ Los Angeles, CA D Q4-05 50.0% 50.0% 0.0 65.4 32.7 264 1255 S. Michigan (Central Station)/ Chicago, IL D Q1-06 100.0% 100.0% 126.6 126.6 126.6 502 Sterling Glen of Roslyn(g)(l)/ Roslyn, NY D Q2-06 40.0% 80.0% 73.2 73.2 58.6 158 Ohana Military Communities (c)(e)/ Honolulu, 2005- HI D 2008 10.0% 10.0% 0.0 316.5 31.7 1,952 ------------------------------- $230.6 $612.5 $274.2 2,976 ----------------------========= Condominiums: Pre-Sold % ---------- 1100 Wilshire(c)/ Los Angeles, CA D Q1-06 50.0% 50.0% $0.0 $118.2 $59.1 228 66% 3800 Wilshire(c)/ Los Angeles, CA D Q3-06 50.0% 50.0% 0.0 153.3 76.7 238 0% ------------------------------- $0.0 $271.5 $135.8 466 ----------------------========= Total Under Construction(b)(h) $629.3 $2,122.7 $1,182.6 ======================== LESS: Above properties to be sold as condominiums $0.0 $271.5 $135.8 ------------------------ Under Construction less Condominiums $629.3 $1,851.2 $1,046.8 ======================== - ---------------------------------------------------------------------- Residential Phased-In Units Under Construction(c)(e): Under Const./Total ------------ Arbor Glen/ Twinsburg, OH D 2004-07 50.0% 50.0% $0.0 $18.4 $9.2 96/288 Woodgate/ Evergreen Farms/ Olmsted Township, OH D 2004-07 33.0% 33.0% 0.0 22.9 7.6 180/348 Pine Ridge Expansion/ Willoughby Hills, OH D 2005-06 50.0% 50.0% 0.0 16.4 8.2 162/162 -------------------------------- Total (b) (q) $0.0 $57.7 $25.0 438/798 ================================ - ---------------------------------------------------------------------- See attached October 31, 2005 footnotes. OCTOBER 31, 2005 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) Not used. (e) Phased-in openings. Costs are representative of the total project. (f) The difference between the full consolidation amount (GAAP) of $0.0 million of cost to the Company's pro-rata share (a non-GAAP measure) of $24.8 million of cost consists of the Company's share of cost for unconsolidated investments of $24.8 million. (g) Supported-living property. (h) The difference between the full consolidation amount (GAAP) of $629.3 million of cost to the Company's pro-rata share (a non-GAAP measure) of $1,182.6 million of cost consists of a reduction to full consolidation for minority interest of $25.4 million of cost and the addition of its share of cost for unconsolidated investments of $578.7 million. (i) As is customary within the real estate industry, the Company invests in certain real estate projects through joint ventures. For these projects, the Company provides funding for certain of its partners' equity contributions. The Company consolidates its investments in these projects in accordance with FIN No. 46(R) at a consolidation percentage that is reflected in the Pro-Rata FCE % column. These advances entitle the Company to a preferred return on investment, which is payable from cash flows of each respective property. At the point the Company is no longer entitled to a preferred return on a particular joint venture because the partner's advance has been repaid in full, the Company's net assets will be adjusted to its intended ownership percentage (reflected in the FCE Legal Ownership % column) by recording a minority interest to reflect the amount of the partner's claim on those net assets. (j) This project will also include the option to purchase an adjacent retail center totaling 508,000 square feet. (k) Formerly Tanglewood Crest. (l) Formerly Bryant Landing. (m) Formerly Subway Terminal. (n) Includes 39,000 square feet of office space. (o) Includes 235,000 square feet of office space. (p) Phased opening: Phase I opens Q4-05, Phase II opens Q1-06, Phase III opens Q3-06. (q) The difference between the full consolidation amount (GAAP) of $0.0 million of cost to the Company's pro-rata share (a non-GAAP measure) of $25.0 million of cost consists of Forest City's share of cost for unconsolidated investments of $25.0 million. (r) Formerly Pfizer. Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (GAAP) (in thousands): Three Months Ended October 31, 2005 ----------------------------------------------------- Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discontinued Consol- idation Interest idated Operations idation (GAAP) Invest- (Non- ments at GAAP) Pro-Rata ----------------------------------------------------- Revenues from real estate operations $291,236 $29,840 $81,644 $165 $343,205 Exclude straight-line rent adjustment(1) (3,245) - - - (3,245) ----------------------------------------------------- Adjusted revenues 287,991 29,840 81,644 165 339,960 Operating expenses 175,354 15,892 49,633 274 209,369 Add back depreciation and amortization for non-Real Estate Groups(b) 198 - 597 - 795 Add back amortization of mortgage procurement costs for non- Real Estate Groups (d) 84 - 385 - 469 Exclude straight-line rent adjustment(2) (2,045) - - - (2,045) ----------------------------------------------------- Adjusted operating expenses 173,591 15,892 50,615 274 208,588 Add interest income 5,080 536 58 100 4,702 Add equity in earnings of unconsolidated entities 16,113 - (14,733) - 1,380 Remove gain on disposition recorded on equity method (2,526) - 2,526 - - Add back equity method depreciation and amortization expense (see below) 6,597 - (6,597) - - ----------------------------------------------------- Net Operating Income 139,664 14,484 12,283 (9) 137,454 Interest expense, including early extinguishment of debt (70,270) (7,767) (12,283) (1,165) (75,951) Gain on disposition of equity method rental properties(e) 2,526 - - - 2,526 Gain on disposition of rental properties and other investments - - - 9,476 9,476 Provision for decline in real estate (3,480) (1,360) - - (2,120) Depreciation and amortization - Real Estate Groups(a) (43,810) (3,828) (6,294) - (46,276) Amortization of mortgage procurement costs - Real Estate Groups(c) (3,480) (757) (303) - (3,026) Straight-line rent adjustment (1)+(2) 1,200 - - - 1,200 Equity method depreciation and amortization expense (see above) (6,597) - 6,597 - - ----------------------------------------------------- Earnings before income taxes 15,753 772 - 8,302 23,283 Income tax provision (7,171) - - (3,208) (10,379) ----------------------------------------------------- Earnings before minority interest and discontinued operations 8,582 772 - 5,094 12,904 Minority Interest (772) (772) - - - ----------------------------------------------------- Earnings from continuing operations 7,810 - - 5,094 12,904 Discontinued operations, net of tax and minority interest: Operating earnings from Lumber Group - - - - - Operating loss from rental properties (720) - - 720 - Gain on disposition of rental properties 5,814 - - (5,814) - ----------------------------------------------------- 5,094 - - (5,094) - ----------------------------------------------------- ----------------------------------------------------- Net earnings $12,904 $- $- $- $12,904 ===================================================== (a) Depreciation and amortization - Real Estate Groups $43,810 $3,828 $6,294 $- $46,276 (b) Depreciation and amortization - Non-Real Estate Groups 198 - 597 - 795 ----------------------------------------------------- Total depreciation and amortization $44,008 $3,828 $6,891 $- $47,071 ===================================================== (c) Amortization of mortgage procurement costs - Real Estate Groups $3,480 $757 $303 $- $3,026 (d) Amortization of mortgage procurement costs - Non- Real Estate Groups 84 - 385 - 469 ----------------------------------------------------- Total amortization of mortgage procurement costs $3,564 $757 $688 $- $3,495 ===================================================== (e) Properties accounted for on the equity method do not meet the definition of a component of an entity under SFAS No. 144 and therefore are reported in continuing operations when sold. For the three months ended October 31, 2005, one equity method investment was sold, Flower Park Plaza, resulting in a pre-tax gain on disposition of $2,526. This gain has been reported in Equity in Earnings of Unconsolidated Entities in the Company's Consolidated Statement of Earnings and therefore is included in Earnings from Continuing Operations. For the three months ended October 31, 2004, there were no equity method investments sold. Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (GAAP) (in thousands): Three Months Ended October 31, 2004 ------------------------------------------------- Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discont- Consol- idation Interest idated inued idation (GAAP) Invest- Operations (Non- ments at GAAP) Pro-Rata ------------------------------------------------- Revenues from real estate operations $250,317 $27,939 $67,448 $5,397 $295,223 Exclude straight- line rent adjustment(1) (4,915) - - (202) (5,117) ------------------------------------------------- Adjusted revenues 245,402 27,939 67,448 5,195 290,106 Operating expenses 148,693 17,127 39,402 2,807 173,775 Add back depreciation and amortization for non-Real Estate Groups(b) 288 - 37 - 325 Add back amortization of mortgage procurement costs for non-Real Estate Groups (d) 41 - 148 - 189 Exclude straight- line rent adjustment(2) (1,942) - - 9 (1,933) ------------------------------------------------- Adjusted operating expenses 147,080 17,127 39,587 2,816 172,356 Add interest income 28,907 2,536 156 67 26,594 Add equity in earnings of unconsolidated entities 10,777 4 (8,582) - 2,191 Remove gain on disposition recorded on equity method - - - - - Add back equity method depreciation and amortization expense (see below) 6,492 - (6,492) - - ------------------------------------------------- Net Operating Income 144,498 13,352 12,943 2,446 146,535 Interest expense, including early extinguishment of debt (67,759) (6,422) (12,943) (1,862) (76,142) Gain on disposition of equity method rental properties(e) - - - - - Gain on disposition of rental properties and other investments - - - 31,397 31,397 Provision for decline in real estate - - - - - Depreciation and amortization - Real Estate Groups(a) (36,902) (2,582) (6,211) (1,164) (41,695) Amortization of mortgage procurement costs - Real Estate Groups(c) (3,723) (671) (281) (39) (3,372) Straight-line rent adjustment (1)+(2) 2,973 - - 211 3,184 Equity method depreciation and amortization expense (see above) (6,492) - 6,492 - - ------------------------------------------------- Earnings before income taxes 32,595 3,677 - 30,989 59,907 Income tax provision (11,737) - - (12,239) (23,976) ------------------------------------------------- Earnings before minority interest and discontinued operations 20,858 3,677 - 18,750 35,931 Minority Interest (3,677) (3,677) - - - ------------------------------------------------- Earnings from continuing operations 17,181 - - 18,750 35,931 Discontinued operations, net of tax and minority interest: Operating earnings from Lumber Group 1,409 - - - 1,409 Operating loss from rental properties (229) - - 229 - Gain on disposition of rental properties 18,979 - - (18,979) - ------------------------------------------------- 20,159 - - (18,750) 1,409 ------------------------------------------------- ------------------------------------------------- Net earnings $37,340 $- $- $- $37,340 ================================================= (a) Depreciation and amortization - Real Estate Groups $36,902 $2,582 $6,211 $1,164 $41,695 (b) Depreciation and amortization - Non-Real Estate Groups 288 - 37 - 325 ------------------------------------------------- Total depreciation and amortization $37,190 $2,582 $6,248 $1,164 $42,020 ================================================= (c) Amortization of mortgage procurement costs - Real Estate Groups $3,723 $671 $281 $39 $3,372 (d) Amortization of mortgage procurement costs - Non-Real Estate Groups 41 - 148 - 189 ------------------------------------------------- Total amortization of mortgage procurement costs $3,764 $671 $429 $39 $3,561 ================================================= (e) Properties accounted for on the equity method do not meet the definition of a component of an entity under SFAS No. 144 and therefore are reported in continuing operations when sold. For the three months ended October 31, 2005, one equity method investment was sold, Flower Park Plaza, resulting in a pre-tax gain on disposition of $2,526. This gain has been reported in Equity in Earnings of Unconsolidated Entities in the Company's Consolidated Statement of Earnings and therefore is included in Earnings from Continuing Operations. For the three months ended October 31, 2004, there were no equity method investments sold. Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (GAAP) (in thousands): Nine Months Ended October 31, 2005 ----------------------------------------------------- Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discont- Consol- idation Interest idated inued idation (GAAP) Invest- Operations (Non- ments at GAAP) Pro-Rata ----------------------------------------------------- Revenues from real estate operations $911,550 $94,263 $231,690 $3,209 $1,052,186 Exclude straight-line rent adjustment(1) (11,989) - - - (11,989) ----------------------------------------------------- Adjusted revenues 899,561 94,263 231,690 3,209 1,040,197 Operating expenses 538,880 49,253 142,648 1,682 633,957 Add back depreciation and amortization for non-Real Estate Groups(b) 736 - 9,858 - 10,594 Add back amortization of mortgage procurement costs for non- Real Estate Groups(d) 286 - 453 - 739 Exclude straight-line rent adjustment(2) (5,806) - - - (5,806) ----------------------------------------------------- Adjusted operating expenses 534,096 49,253 152,959 1,682 639,484 Add interest income 18,819 1,713 505 100 17,711 Add equity in earnings of unconsolidated entities 46,029 - (40,103) - 5,926 Remove gain on disposition recorded on equity method (21,023) - 21,023 - - Add back provision for decline recorded on equity method 704 - (704) - - Add back equity method depreciation and amortization expense (see below) 20,731 - (20,731) - - ----------------------------------------------------- Net Operating Income 430,725 46,723 38,721 1,627 424,350 Interest expense, including early extinguishment of debt (213,817) (23,030) (38,721) (2,236) (231,744) Gain on disposition of equity method rental properties(e) 21,023 - - - 21,023 Gain on disposition of rental properties and other investments 606 - - 9,476 10,082 Provision for decline in real estate (6,100) (1,406) - - (4,694) Provision for decline in real estate of equity method rental properties (704) - - - (704) Depreciation and amortization - Real Estate Groups(a) (129,647) (11,822) (19,825) (863) (138,513) Amortization of mortgage procurement costs - Real Estate Groups(c) (10,040) (2,302) (906) (15) (8,659) Straight-line rent adjustment (1)+(2) 6,183 - - - 6,183 Equity method depreciation and amortization expense (see above) (20,731) - 20,731 - - ----------------------------------------------------- Earnings before income taxes 77,498 8,163 - 7,989 77,324 Income tax provision (18,953) - - (3,087) (22,040) ----------------------------------------------------- Earnings before minority interest, discontinued operations and cumulative effect of change in accounting principle 58,545 8,163 - 4,902 55,284 Minority Interest (8,163) (8,163) - - - ----------------------------------------------------- Earnings from continuing operations 50,382 - - 4,902 55,284 Discontinued operations, net of tax and minority interest: Operating earnings from Lumber Group - - - - - Operating earnings (loss) from rental properties (912) - - 912 - Loss on disposition of division of Lumber Group - - - - - Gain on disposition of rental properties 5,814 - - (5,814) - ----------------------------------------------------- 4,902 - - (4,902) - ----------------------------------------------------- Cumulative effect of change in accounting principle, net of tax - - - - - ----------------------------------------------------- Net earnings $55,284 $- $- $- $55,284 ===================================================== (a) Depreciation and amortization - Real Estate Groups $129,647 $11,822 $19,825 $863 $138,513 (b) Depreciation and amortization - Non-Real Estate Groups 736 - 9,858 - 10,594 ----------------------------------------------------- Total depreciation and amortization $130,383 $11,822 $29,683 $863 $149,107 ===================================================== (c) Amortization of mortgage procurement costs - Real Estate Groups $10,040 $2,302 $906 $15 $8,659 (d) Amortization of mortgage procurement costs - Non- Real Estate Groups 286 - 453 - 739 ----------------------------------------------------- Total amortization of mortgage procurement costs $10,326 $2,302 $1,359 $15 $9,398 ===================================================== (e) Properties accounted for on the equity method do not meet the definition of a component of an entity under SFAS No. 144 and therefore are reported in continuing operations when sold. For the nine months ended October 31, 2005, three equity method investments were sold including Flower Park Plaza, Showcase, and Colony Place, resulting in a pre-tax gain on disposition of $21,023. For the nine months ended October 31, 2004, three equity method investments were sold including Chapel Hill Mall, Chapel Hill Suburban, and Manhattan Town Center Mall, resulting in a pre-tax gain of $31,996 which is included in Equity in Earnings of Unconsolidated Entities in the Company's Consolidated Statement of Earnings. Reconciliation of Net Operating Income (non-GAAP) to Net Earnings (GAAP) (in thousands): Nine Months Ended October 31, 2004 ------------------------------------------------- Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discont- Consol- idation Interest idated inued idation (GAAP) Invest- Operations (Non- ments at GAAP) Pro-Rata ------------------------------------------------- Revenues from real estate operations $750,928 $107,607 $200,554 $20,658 $864,533 Exclude straight- line rent adjustment(1) (10,052) - - (849) (10,901) ------------------------------------------------- Adjusted revenues 740,876 107,607 200,554 19,809 853,632 Operating expenses 432,632 62,368 118,097 9,473 497,834 Add back depreciation and amortization for non-Real Estate Groups(b) 869 - 77 - 946 Add back amortization of mortgage procurement costs for non-Real Estate Groups(d) 140 - 266 - 406 Exclude straight- line rent adjustment(2) (8,250) - - (5) (8,255) ------------------------------------------------- Adjusted operating expenses 425,391 62,368 118,440 9,468 490,931 Add interest income 36,843 3,715 116 123 33,367 Add equity in earnings of unconsolidated entities 60,671 - (55,661) - 5,010 Remove gain on disposition recorded on equity method (31,996) - 31,996 - - Add back provision for decline recorded on equity method - - - - - Add back equity method depreciation and amortization expense (see below) 21,080 - (20,843) - 237 ------------------------------------------------- Net Operating Income 402,083 48,954 37,722 10,464 401,315 Interest expense, including early extinguishment of debt (183,126) (20,538) (37,722) (6,837)(207,147) Gain on disposition of equity method rental properties(e) 31,996 - - - 31,996 Gain on disposition of rental properties and other investments - - - 52,037 52,037 Provision for decline in real estate - - - - - Provision for decline in real estate of equity method rental properties - - - - - Depreciation and amortization - Real Estate Groups(a) (110,383) (6,653) (19,998) (4,321)(128,049) Amortization of mortgage procurement costs - Real Estate Groups(c) (10,633) (1,981) (845) (188) (9,685) Straight-line rent adjustment (1)+(2) 1,802 - - 844 2,646 Equity method depreciation and amortization expense (see above) (21,080) - 20,843 - (237) ------------------------------------------------- Earnings before income taxes 110,659 19,782 - 51,999 142,876 Income tax provision (36,854) - - (20,498) (57,352) ------------------------------------------------- Earnings before minority interest, discontinued operations and cumulative effect of change in accounting principle 73,805 19,782 - 31,501 85,524 Minority Interest (19,782) (19,782) - - - ------------------------------------------------- Earnings from continuing operations 54,023 - - 31,501 85,524 Discontinued operations, net of tax and minority interest: Operating earnings from Lumber Group 5,764 - - - 5,764 Operating earnings (loss) from rental properties 44 - - (44) - Loss on disposition of division of Lumber Group (661) - - - (661) Gain on disposition of rental properties 31,457 - - (31,457) - ------------------------------------------------- 36,604 - - (31,501) 5,103 ------------------------------------------------- Cumulative effect of change in accounting principle, net of tax (11,261) - - - (11,261) ------------------------------------------------- Net earnings $79,366 $- $- $- $79,366 ================================================= (a) Depreciation and amortization - Real Estate Groups $110,383 $6,653 $19,998 $4,321 $128,049 (b) Depreciation and amortization - Non-Real Estate Groups 869 - 77 - 946 ------------------------------------------------- Total depreciation and amortization $111,252 $6,653 $20,075 $4,321 $128,995 ================================================= (c) Amortization of mortgage procurement costs - Real Estate Groups $10,633 $1,981 $845 $188 $9,685 (d) Amortization of mortgage procurement costs - Non-Real Estate Groups 140 - 266 - 406 ------------------------------------------------- Total amortization of mortgage procurement costs $10,773 $1,981 $1,111 $188 $10,091 ================================================= (e) Properties accounted for on the equity method do not meet the definition of a component of an entity under SFAS No. 144 and therefore are reported in continuing operations when sold. For the nine months ended October 31, 2005, three equity method investments were sold including Flower Park Plaza, Showcase, and Colony Place, resulting in a pre-tax gain on disposition of $21,023. For the nine months ended October 31, 2004, three equity method investments were sold including Chapel Hill Mall, Chapel Hill Suburban, and Manhattan Town Center Mall, resulting in a pre-tax gain of $31,996 which is included in Equity in Earnings of Unconsolidated Entities in the Company's Consolidated Statement of Earnings. Forest City Enterprises, Inc. and Subsidiaries Supplemental Operating Information Net Operating Income (in thousands) ------------------------------------------------ Three Months Ended October 31, 2005 ------------------------------------------------ Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discont- Consol- idation Interest idated inued idation (GAAP) Invest- Operations (Non- ments at GAAP) Pro-Rata ------------------------------------------------ Commercial Group Retail Comparable $37,411 $4,410 $2,966 $- $35,967 --------------------------------------------------------------- Total 45,276 4,196 2,966 - 44,046 Office Buildings Comparable 38,934 4,820 1,013 - 35,127 --------------------------------------------------------------- Total 40,311 4,620 778 - 36,469 Hotels Comparable 12,424 3,447 445 - 9,422 --------------------------------------------------------------- Total 12,424 763 445 - 12,106 Earnings from Commercial Land Sales 6,395 227 - - 6,168 Development Fees 1,052 421 - - 631 Other (382) 1,981 229 - (2,134) Total Commercial Group Comparable 88,769 12,677 4,424 - 80,516 --------------------------------------------------------------- Total 105,076 12,208 4,418 - 97,286 Residential Group Apartments Comparable 22,966 872 6,517 - 28,611 --------------------------------------------------------------- Total 25,466 1,315 7,397 (9) 31,539 Total Real Estate Groups Comparable 111,735 13,549 10,941 - 109,127 --------------------------------------------------------------- Total 130,542 13,523 11,815 (9) 128,825 Land Development Group 22,323 961 (48) - 21,314 The Nets (3,781) - 516 - (3,265) Corporate Activities (9,420) - - - (9,420) - ---------------------------------------------------------------------- Grand Total $139,664 $14,484 $12,283 $(9)$137,454 ------------------------------------------------ Three Months Ended October 31, 2004 ------------------------------------------------ Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discont- Consol- idation Interest idated inued idation (GAAP) Invest- Operations (Non- ments at GAAP) Pro-Rata ------------------------------------------------ Commercial Group Retail Comparable $36,644 $3,952 $2,872 $- $35,564 --------------------------------------------------------------- Total 39,194 2,423 3,204 (13) 39,962 Office Buildings Comparable 40,897 5,581 1,109 - 36,425 --------------------------------------------------------------- Total 40,402 5,742 1,158 380 36,198 Hotels Comparable 9,261 2,039 615 - 7,837 --------------------------------------------------------------- Total 9,261 49 615 - 9,827 Earnings from Commercial Land Sales 143 - - - 143 Development Fees 1,453 581 - - 872 Other (934) 136 (58) - (1,128) Total Commercial Group Comparable 86,802 11,572 4,596 - 79,826 --------------------------------------------------------------- Total 89,519 8,931 4,919 367 85,874 Residential Group Apartments Comparable 22,132 927 6,265 - 27,470 --------------------------------------------------------------- Total 25,160 1,159 7,590 2,079 33,670 Total Real Estate Groups Comparable 108,934 12,499 10,861 - 107,296 --------------------------------------------------------------- Total 114,679 10,090 12,509 2,446 119,544 Land Development Group 40,800 3,262 278 - 37,816 The Nets (1,630) - 156 - (1,474) Corporate Activities (9,351) - - - (9,351) - ---------------------------------------------------------------------- Grand Total $144,498 $13,352 $12,943 $2,446 $146,535 ---------------------------- % Change ---------------------------- Full Pro-Rata Consolidation Consolidation (GAAP) (Non-GAAP) ---------------------------- Commercial Group Retail Comparable 2.1% 1.1% ----------------------------------- Total Office Buildings Comparable -4.8% -3.6% ----------------------------------- Total Hotels Comparable 34.2% 20.2% ----------------------------------- Total Earnings from Commercial Land Sales Development Fees Other Total Commercial Group Comparable 2.3% 0.9% ----------------------------------- Total Residential Group Apartments Comparable 3.8% 4.2% ----------------------------------- Total Total Real Estate Groups Comparable 2.6% 1.7% ----------------------------------- Total Land Development Group The Nets Corporate Activities - ------------------------------------------ Grand Total Forest City Enterprises, Inc. and Subsidiaries Supplemental Operating Information Net Operating Income (in thousands) ----------------------------------------------- Nine Months Ended October 31, 2005 ----------------------------------------------- Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discont- Consol- idation Interest idated inued idation (GAAP) Invest- Operations (Non- ments at GAAP) Pro-Rata ----------------------------------------------- Commercial Group Retail Comparable $114,349 $13,583 $8,812 $- $109,578 --------------------------------------------------------------- Total 134,954 13,171 8,944 - 130,727 Office Buildings Comparable 120,756 15,675 3,078 - 108,159 --------------------------------------------------------------- Total 128,131 16,600 2,792 - 114,323 Hotels Comparable 26,840 7,177 1,432 - 21,095 --------------------------------------------------------------- Total 26,840 647 1,432 - 27,625 Earnings from Commercial Land Sales 37,970 2,326 - - 35,644 Development Fees 7,714 3,085 - - 4,629 Other (7,929) 3,526 278 - (11,177) Total Commercial Group Comparable 261,945 36,435 13,322 - 238,832 --------------------------------------------------------------- Total 327,680 39,355 13,446 - 301,771 Residential Group Apartments Comparable 68,445 2,757 19,420 - 85,108 --------------------------------------------------------------- Total 75,947 3,792 23,092 1,627 96,874 Total Real Estate Groups Comparable 330,390 39,192 32,742 - 323,940 --------------------------------------------------------------- Total 403,627 43,147 36,538 1,627 398,645 Land Development Group 69,818 3,576 191 - 66,433 The Nets (16,997) - 1,992 - (15,005) Corporate Activities (25,723) - - - (25,723) - ---------------------------------------------------------------------- Grand Total $430,725 $46,723 $38,721 $1,627 $424,350 ----------------------------------------------- Nine Months Ended October 31, 2004 ----------------------------------------------- Full Less Plus Plus Pro-Rata Consol- Minority Unconsol- Discont- Consol- idation Interest idated inued idation (GAAP) Invest- Operations (Non- ments at GAAP) Pro-Rata ----------------------------------------------- Commercial Group Retail Comparable $111,194 $13,048 $8,776 $- $106,922 --------------------------------------------------------------- Total 116,352 11,914 9,840 1,263 115,541 Office Buildings Comparable 121,950 16,364 3,269 - 108,855 --------------------------------------------------------------- Total 119,739 17,513 3,236 2,227 107,689 Hotels Comparable 21,045 4,748 1,862 - 18,159 --------------------------------------------------------------- Total 21,045 776 1,862 - 22,131 Earnings from Commercial Land Sales 491 - - - 491 Development Fees 19,641 7,856 - - 11,785 Other 1,287 2,477 476 - (714) Total Commercial Group Comparable 254,189 34,160 13,907 - 233,936 --------------------------------------------------------------- Total 278,555 40,536 15,414 3,490 256,923 Residential Group Apartments Comparable 66,471 2,948 18,597 - 82,120 --------------------------------------------------------------- Total 74,542 3,444 21,481 6,974 99,553 Total Real Estate Groups Comparable 320,660 37,108 32,504 - 316,056 --------------------------------------------------------------- Total 353,097 43,980 36,895 10,464 356,476 Land Development Group 74,070 4,974 671 - 69,767 The Nets (1,630) - 156 - (1,474) Corporate Activities (23,454) - - - (23,454) - ---------------------------------------------------------------------- Grand Total $402,083 $48,954 $37,722 $10,464 $401,315 ---------------------------- % Change ---------------------------- Full Pro-Rata Consolidation Consolidation (GAAP) (Non-GAAP) ---------------------------- Commercial Group Retail Comparable 2.8% 2.5% ----------------------------------- Total Office Buildings Comparable -1.0% -0.6% ----------------------------------- Total Hotels Comparable 27.5% 16.2% ----------------------------------- Total Earnings from Commercial Land Sales Development Fees Other Total Commercial Group Comparable 3.1% 2.1% ----------------------------------- Total Residential Group Apartments Comparable 3.0% 3.6% ----------------------------------- Total Total Real Estate Groups Comparable 3.0% 2.5% ----------------------------------- Total Land Development Group The Nets Corporate Activities - ------------------------------------------ Grand Total CONTACT: Forest City Enterprises, Inc. Thomas G. Smith or Thomas T. Kmiecik, 216-621-6060 On the Web: www.forestcity.net