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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________________________ 
Form 10-Q
 _____________________________________________________________ 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934
For the quarterly period ended
July 31, 2013
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGEACT OF 1934
For the transition period from
 
to
Commission file number 1-4372
 
 _____________________________________________________________ 
FOREST CITY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
 
 _____________________________________________________________ 
Ohio
(State or other jurisdiction of 
incorporation or organization)
 
34-0863886
(I.R.S. EmployerIdentification No.)
 
Terminal Tower
Suite 1100
 
50 Public Square
Cleveland, Ohio
 
44113
(Address of principal executive offices)
 
(Zip Code)
216-621-6060
Registrant’s telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)
 _____________________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes
 No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and
 posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files). Yes
 No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer 
 
Accelerated filer 
 ¨
 Non-accelerated filer 
 ¨
 (Do not check if a smaller reporting company)Smaller reporting company
 ¨
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨
 No
Indicate the number of shares outstanding, including unvested restricted stock, of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at August 30, 2013Class A Common Stock, $.33 1/3 par value179,690,820 sharesClass B Common Stock, $.33 1/3 par value20,194,160 shares
 
Table of Contents
Forest City Enterprises, Inc. and SubsidiariesTable of Contents
 
Page
PART I. FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
Forest City Enterprises, Inc. and Subsidiaries
 
Consolidated Balance Sheets as of July 31, 2013 and January 31, 2013
2
 
Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2013 and 2012
3
 
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended July 31, 2013 and 2012
4
 
Consolidated Statements of Equity for the Six Months Ended July 31, 2013 and Year Ended January 31, 2013
5
 
Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2013 and 2012
6
 
 Notes to Consolidated Financial Statements
8
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations30
Item 3.
Quantitative and Qualitative Disclosures about Market Risk 
54
Item 4.
Controls and Procedures
59
 
PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings
59
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
59
Item 6.
Exhibits
60
 
Signatures
61
Certifications
 
i
 
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Forest City Enterprises, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
 
July 31, 2013
 
(Unaudited)
January 31, 2013
 
(in thousands)
Assets
 
Real Estate
 
Completed rental properties$
8,719,353
$
8,631,542
Projects under construction and development1,397,607
1,326,703Land held for development and sale
62,42765,059
Total Real Estate
10,179,38710,023,304Less accumulated depreciation
(1,748,059
)
(1,654,632
)
Real Estate, net – (variable interest entities $1,363.1 million and $1,416.9 million, respectively)
8,431,3288,368,672
Cash and equivalents – (variable interest entities $26.0 million and $14.2 million, respectively)
306,943
333,220
Restricted cash and escrowed funds – (variable interest entities $155.3 million and $114.9 million, respectively)
496,968
410,414 Notes and accounts receivable, net
442,947
426,200
Investments in and advances to unconsolidated entities
425,243456,628
Other assets – (variable interest entities $55.7 million and $92.5 million, respectively)
622,682
614,592
Land held for divestiture
1,990
2,706
Total Assets
$
10,728,101
$
10,612,432
Liabilities and Equity
 
Liabilities
 
Mortgage debt and notes payable, nonrecourse – (variable interest entities $546.3 million and $624.1 million, respectively)
$
5,762,699
$
5,738,960
Bank revolving credit facility
 —— 
Senior and subordinated debt – (variable interest entities $0 and $29.0 million, respectively)
1,052,511
1,032,969
Accounts payable, accrued expenses and other liabilities – (variable interest entities $82.4 million and $76.2 million, respectively)960,4611,093,963Cash distributions and losses in excess of investments in unconsolidated entities
288,386292,727
Deferred income taxes
475,002
474,406
Mortgage debt and notes payable, nonrecourse of land held for divestiture
 — 
1,700
Total Liabilities
8,539,0598,634,725
Redeemable Noncontrolling Interest
231,434239,136
Commitments and Contingencies
 —— 
Equity
 
Shareholders’ Equity
 
Preferred stock – 7.0% Series A cumulative perpetual convertible, without par value, $50 liquidation preference; 6,400,000 shares authorized; 0 and 211,038
shares issued and outstanding, respectively
 —10,552
Preferred stock – without par value; 13,600,000 shares authorized; no shares issued
 —— 
Common stock – $.33 1/3 par value
 
Class A, 371,000,000 shares authorized, 178,475,158 and 163,729,240 shares issued and 177,525,166 and 163,722,658 shares outstanding, respectively
59,49254,576
Class B, convertible, 56,000,000 shares authorized, 20,194,160 and 20,235,273 shares issued and outstanding, respectively; 26,257,961 issuable
6,731
6,745Total common stock 
66,223
61,321
Additional paid-in capital1,124,163
932,045
Retained earnings
540,451
576,285
Less treasury stock, at cost; 949,992 and 6,582 Class A shares, respectively
(16,116
)
(108
)
Shareholders’ equity before accumulated other comprehensive loss1,714,721
1,580,095
Accumulated other comprehensive loss(86,043
)
(103,203
)
Total Shareholders’ Equity
1,628,678
1,476,892
 Noncontrolling interest
328,930
261,679
Total Equity
1,957,6081,738,571
Total Liabilities and Equity
$
10,728,101
$
10,612,432
The accompanying notes are an integral part of these consolidated financial statements.
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