8-K

VORNADO REALTY TRUST (VNO)

8-K 2021-11-02 For: 2021-11-01
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Added on April 05, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 1, 2021

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland No. 001-11954 No. 22-1657560
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware No. 001-34482 No. 13-3925979
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
888 Seventh Avenue
--- --- ---
New York, New York 10019
(Address of Principal Executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 894-7000

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant Title of each class Name of each exchange on which registered
Vornado Realty Trust Common Shares of beneficial interest, .04 par value per share New York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference 25.00 per share:
Vornado Realty Trust 5.70% Series K New York Stock Exchange
Vornado Realty Trust 5.40% Series L New York Stock Exchange
Vornado Realty Trust 5.25% Series M New York Stock Exchange
Vornado Realty Trust 5.25% Series N New York Stock Exchange
Vornado Realty Trust 4.45% Series O New York Stock Exchange

All values are in US Dollars.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On November 1, 2021, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the third quarter of 2021.  That press release referred to certain supplemental financial information that is available on the Company’s website.  That press release and the supplemental financial information are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
The following exhibits are being furnished as part of this Current Report on Form 8-K:
99.1 Vornado Realty Trust press release dated November 1, 2021
99.2 Vornado Realty Trust supplemental operating and financial data for the quarter ended September 30, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VORNADO REALTY TRUST
(Registrant)
By: /s/ Matthew Iocco
Name: Matthew Iocco
Title: Chief Accounting Officer (duly authorized<br>officer and principal accounting officer)

Date: November 2, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VORNADO REALTY L.P.
(Registrant)
By: VORNADO REALTY TRUST,
Sole General Partner
By: /s/ Matthew Iocco
Name: Matthew Iocco
Title: Chief Accounting Officer of Vornado<br>Realty Trust, sole General Partner of Vornado Realty<br>L.P. (duly authorized officer and principal accounting<br>officer)

Date: November 2, 2021

3

Document

vnopressreleaseheader_hra.jpg

EXHIBIT 99.1

P R E S S R E L E A S E

Vornado Announces Third Quarter 2021 Financial Results

New York City | November 1, 2021

Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended September 30, 2021 Financial Results

NET INCOME attributable to common shareholders for the quarter ended September 30, 2021 was $37,689,000, or $0.20 per diluted share, compared to $53,170,000, or $0.28 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended September 30, 2021 was $25,926,000, or $0.14 per diluted share, and net loss attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended September 30, 2020 was $9,386,000, or $0.05 per diluted share.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended September 30, 2021 was $158,286,000, or $0.82 per diluted share, compared to $278,507,000, or $1.46 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended September 30, 2021 and 2020 was $136,213,000 and $116,698,000, or $0.71 and $0.61 per diluted share, respectively.

Nine Months Ended September 30, 2021 Financial Results

NET INCOME attributable to common shareholders for the nine months ended September 30, 2021 was $89,817,000, or $0.47 per diluted share, compared to net loss attributable to common shareholders of $139,617,000, or $0.73 per diluted share, for the nine months ended September 30, 2020. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the nine months ended September 30, 2021 and 2020 was $65,176,000 and $18,198,000, or $0.34 and $0.10 per diluted share, respectively.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the nine months ended September 30, 2021 was $430,057,000, or $2.24 per diluted share, compared to $612,123,000, or $3.20 per diluted share, for the nine months ended September 30, 2020. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the nine months ended September 30, 2021 and 2020 was $393,733,000 and $370,918,000, or $2.05 and $1.94 per diluted share, respectively.

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The following table reconciles our net income (loss) attributable to common shareholders to net income (loss) attributable to common shareholders, as adjusted (non-GAAP):

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>September 30, For the Nine Months Ended<br>September 30,
2021 2020 2021 2020
Net income (loss) attributable to common shareholders $ 37,689 $ 53,170 $ 89,817 $ (139,617)
Per diluted share $ 0.20 $ 0.28 $ 0.47 $ (0.73)
Certain (income) expense items that impact net income (loss) attributable to common shareholders:
Tax benefit recognized by our taxable REIT subsidiaries $ (27,910) $ $ (27,910) $
Previously capitalized Series K preferred share issuance costs 9,033 9,033
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium unit(s) (8,815) (186,909) (31,023) (295,825)
Real estate impairment losses in connection with the sales of Madison Avenue retail properties 7,880 7,880
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 6,492 7,706 20,474 25,232
Our share of (income) loss from real estate fund investments (294) 2,524 (2,193) 64,771
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 103,201 409,060
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101 6,101
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust common shares (sold on January 23, 2020) 4,938
Other 733 766 (2,942) 10,681
(12,881) (66,611) (26,681) 168,067
Noncontrolling interests' share of above adjustments 1,118 4,055 2,040 (10,252)
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders $ (11,763) $ (62,556) $ (24,641) $ 157,815
Per diluted share (non-GAAP) $ (0.06) $ (0.33) $ (0.13) $ 0.83
Net income (loss) attributable to common shareholders, as adjusted (non-GAAP) $ 25,926 $ (9,386) $ 65,176 $ 18,198
Per diluted share (non-GAAP) $ 0.14 $ (0.05) $ 0.34 $ 0.10 NYSE: VNO WWW.VNO.COM PAGE 2 OF 19
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The following table reconciles our FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>September 30, For the Nine Months Ended<br>September 30,
2021 2020 2021 2020
FFO attributable to common shareholders plus assumed conversions (non-GAAP)(1) $ 158,286 $ 278,507 $ 430,057 $ 612,123
Per diluted share (non-GAAP) $ 0.82 $ 1.46 $ 2.24 $ 3.20
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
Tax benefit recognized by our taxable REIT subsidiaries $ (27,910) $ $ (27,910) $
Previously capitalized Series K preferred share issuance costs 9,033 9,033
After-tax net gain on sale of 220 CPS condominium unit(s) (8,815) (186,909) (31,023) (295,825)
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 3,892 5,127 12,331 17,431
Our share of (income) loss from real estate fund investments (294) 2,524 (2,193) 64,771
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101 6,101
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Other 451 381 1,215 7,045
(23,643) (172,776) (38,547) (257,368)
Noncontrolling interests' share of above adjustments 1,570 10,967 2,223 16,163
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ (22,073) $ (161,809) $ (36,324) $ (241,205)
Per diluted share (non-GAAP) $ (0.11) $ (0.85) $ (0.19) $ (1.26)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 136,213 $ 116,698 $ 393,733 $ 370,918
Per diluted share (non-GAAP) $ 0.71 $ 0.61 $ 2.05 $ 1.94

____________________________________________________________

(1)    See page 12 for a reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and nine months ended September 30, 2021 and 2020.

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FFO, as Adjusted Bridge - Q3 2021 vs. Q3 2020

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2020 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2021:

(Amounts in millions, except per share amounts) FFO, as Adjusted
Amount Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2020 $ 116.7 $ 0.61
Increase (decrease) in FFO, as adjusted due to:
Rent commencement and other tenant related items 19.7
Variable businesses:
Signage 3.5
BMS 2.3
Garages 2.1
Trade shows 1.3
9.2
Acquisition of our partner's 45% ownership interest in One Park Avenue on August 5, 2021 4.8
General and administrative (primarily due to overhead reduction program announced in December 2020) 3.7
Increase in real estate tax expense primarily due to a recent increase in the triennial tax-assessed value of theMART (12.5)
Other, net (4.3)
20.6
Noncontrolling interests' share of above items (1.1)
Net increase 19.5 0.10
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2021 $ 136.2 $ 0.71

See page 12 for reconciliations of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and nine months ended September 30, 2021 and 2020. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 3 of this press release.

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Acquisition:

One Park Avenue

On August 5, 2021, pursuant to a right of first offer, we increased our ownership interest in One Park Avenue, a 943,000 square foot Manhattan office building, to 100.0% by acquiring our joint venture partner's 45.0% ownership interest in the property. The purchase price values the property at $875,000,000. We paid approximately $158,000,000 in cash and assumed our joint venture partner's share of the $525,000,000 mortgage loan. We previously accounted for our investment under the equity method and have consolidated the accounts of the property from the date of acquisition of the additional 45% ownership interest.

On February 26, 2021, the joint venture completed a $525,000,000 refinancing of One Park Avenue. The interest-only loan bears a rate of LIBOR plus 1.11% (1.19% as of September 30, 2021) and matures in March 2026, as fully extended. We realized our $105,000,000 share of net proceeds. The loan replaced the previous $300,000,000 loan that bore interest at LIBOR plus 1.75% and was scheduled to mature in March 2021.

Dispositions:

220 Central Park South ("220 CPS")

During the three months ended September 30, 2021, we closed on the sale of one condominium unit at 220 CPS for net proceeds of $25,467,000 resulting in a net gain of $10,087,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with this sale, $1,272,000 of income tax expense was recognized on our consolidated statements of income. During the nine months ended September 30, 2021, we closed on the sale of four condominium units at 220 CPS for net proceeds of $97,683,000 resulting in a net gain of $35,359,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $4,336,000 of income tax expense was recognized on our consolidated statements of income. From inception to September 30, 2021, we have closed on the sale of 104 units for net proceeds of $2,967,175,000 resulting in financial statement net gains of $1,102,296,000.

Alexander’s, Inc. (“Alexander’s”)

On June 4, 2021, Alexander's completed the sale of a parcel of land in the Bronx, New York for $10,000,000. As a result of the sale, we recognized our $2,956,000 share of the net gain and also received a $300,000 sales commission paid by Alexander's.

On October 4, 2021, Alexander's sold its Paramus, New Jersey property to IKEA Property, Inc. ("IKEA"), the tenant at the property, for $75,000,000 pursuant to IKEA's purchase option contained in the lease. The property was encumbered by a $68,000,000 mortgage loan which was repaid at closing of the sale. As a result of the sale, we will recognize in the fourth quarter of 2021 our approximate $11,600,000 share of the net gain and a $750,000 sales commission paid by Alexander's to Vornado.

Alexander's announced that it does not expect to pay a special dividend related to these transactions.

SoHo Properties

On May 10, 2021, we entered into an agreement to sell two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000. We expect to close the sale in the first quarter of 2022 and recognize a net gain of approximately $1,500,000.

Madison Avenue

On September 24, 2021, we sold three Manhattan retail properties located at 677-679, 759-771 and 828-850 Madison Avenue in two separate sale transactions for an aggregate sales price of $100,000,000. Net proceeds from the sales were $96,503,000. In connection with the sales, we recorded $7,880,000 of non-cash impairment losses which are included in "(impairment losses, transaction related costs and other) lease liability extinguishment gain" on our consolidated statements of income for the three and nine months ended September 30, 2021.

Financings:

PENN 11

On March 7, 2021, we entered into an interest rate swap agreement for our $500,000,000 PENN 11 mortgage loan to swap the interest rate on the mortgage loan from LIBOR plus 2.75% (2.83% as of September 30, 2021) to a fixed rate of 3.03% through March 2024.

909 Third Avenue

On March 26, 2021, we completed a $350,000,000 refinancing of 909 Third Avenue, a 1.4 million square foot Manhattan office building. The interest-only loan bears a fixed rate of 3.23% and matures in April 2031. The loan replaced the previous $350,000,000 loan that bore interest at a fixed rate of 3.91% and was scheduled to mature in May 2021.

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Financings - continued:

Unsecured Revolving Credit Facility

On April 15, 2021, we extended our $1.25 billion unsecured revolving credit facility from January 2023 (as fully extended) to April 2026 (as fully extended). The interest rate on the extended facility was lowered to LIBOR plus 0.90% from LIBOR plus 1.00%. We subsequently qualified for a sustainability margin adjustment by achieving certain KPI metrics, which reduced our interest rate by 0.01% to LIBOR plus 0.89%. The facility fee remains at 20 basis points. Our separate $1.50 billion unsecured revolving credit facility matures in March 2024 (as fully extended) and has an interest rate of LIBOR plus 0.90% and a facility fee of 20 basis points.

555 California Street

On May 10, 2021, we completed a $1.2 billion refinancing of 555 California Street, a three building 1.8 million square foot office campus in San Francisco, in which we own a 70.0% controlling interest. The interest-only loan bears a rate of LIBOR plus 1.93% in years one through five (2.02% as of September 30, 2021), LIBOR plus 2.18% in year six and LIBOR plus 2.43% in year seven. The loan matures in May 2028, as fully extended. We swapped the interest rate on our $840,000,000 share of the loan to a fixed rate of 2.26% through May 2024. The loan replaces the previous $533,000,000 loan that bore interest at a fixed rate of 5.10% and was scheduled to mature in September 2021.

Senior Unsecured Notes

On May 24, 2021, we completed a green bond public offering of $400,000,000 2.15% senior unsecured notes due June 1, 2026 ("2026 Notes") and $350,000,000 3.40% senior unsecured notes due June 1, 2031 ("2031 Notes"). Interest on the senior unsecured notes will be payable semi-annually on June 1 and December 1, commencing December 1, 2021. The 2026 Notes were sold at 99.86% of their face amount to yield 2.18% and the 2031 Notes were sold at 99.59% of their face amount to yield 3.45%.

theMART

On May 28, 2021, we repaid the $675,000,000 mortgage loan on theMART, a 3.7 million square foot commercial building in Chicago, with proceeds from our senior unsecured notes offering. The loan bore interest at 2.70% and was scheduled to mature in September 2021.

Preferred Securities

On September 22, 2021, Vornado sold 12,000,000 4.45% Series O cumulative redeemable preferred shares at a price of $25.00 per share, pursuant to an effective registration statement. Vornado received aggregate net proceeds of $291,195,000, after underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 4.45% Series O preferred units (with economic terms that mirror those of the Series O preferred shares). Dividends on the Series O preferred shares/units are cumulative and payable quarterly in arrears. The Series O preferred shares/units are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), Vornado may redeem the Series O preferred shares/units at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. The Series O preferred shares/units have no maturity date and will remain outstanding indefinitely unless redeemed by Vornado. Vornado used the net proceeds for the redemption of its 5.70% Series K cumulative redeemable preferred shares/units (see below).

On September 13, 2021, we called for redemption of all of the outstanding 5.70% Series K cumulative redeemable preferred shares/units. As a result, as of September 30, 2021, we reclassified the 5.70% Series K preferred shares/units from shareholders' equity/partners' capital to liabilities on our consolidated balance sheets. On October 13, 2021, we redeemed all of the outstanding 5.70% Series K preferred shares/units at their redemption price of $25.00 per share/unit, or $300,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption. In connection with the redemption, we expensed $9,033,000 of previously capitalized issuance costs in "Series K preferred share/unit issuance costs" on our consolidated statements of income to arrive at "net income attributable to common shareholders" for the three and nine months ended September 30, 2021.

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Leasing Activity For the Three Months Ended September 30, 2021:

•757,000 square feet of New York Office space (672,000 square feet at share) at an initial rent of $77.26 per square foot and a weighted average lease term of 7.6 years. The changes in the GAAP and cash mark-to-market rent on the 629,000 square feet of second generation space were positive 4.2% and positive 1.4%, respectively. Tenant improvements and leasing commissions were $10.18 per square foot per annum, or 13.2% of initial rent.

•111,000 square feet of New York Retail space (105,000 square feet at share) at an initial rent of $109.61 per square foot and a weighted average lease term of 26.4 years. The changes in the GAAP and cash mark-to-market rent on the 95,000 square feet of second generation space were positive 45.3% and positive 19.6%, respectively. Tenant improvements and leasing commissions were $1.65 per square foot per annum, or 1.5% of initial rent.

•103,000 square feet at theMART (all at share) at an initial rent of $49.89 per square foot and a weighted average lease term of 7.9 years. The changes in the GAAP and cash mark-to-market rent on the 62,000 square feet of second generation space were positive 13.6% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $14.42 per square foot per annum, or 28.9% of initial rent.

•23,000 square feet at 555 California Street (16,000 square feet at share) at an initial rent of $113.77 per square foot and a weighted average lease term of 3.3 years. The changes in the GAAP and cash mark-to-market rent on the 12,000 square feet of second generation space were positive 12.9% and positive 2.9%, respectively. Tenant improvements and leasing commissions were $7.11 per square foot per annum, or 6.2% of initial rent.

Leasing Activity For the Nine Months Ended September 30, 2021:

•1,298,000 square feet of New York Office space (1,122,000 square feet at share) at an initial rent of $79.78 per square foot and a weighted average lease term of 8.8 years. The changes in the GAAP and cash mark-to-market rent on the 911,000 square feet of second generation space were positive 1.1% and negative 0.3% respectively. Tenant improvements and leasing commissions were $11.11 per square foot per annum, or 13.9% of initial rent.

•176,000 square feet of New York Retail space (158,000 square feet at share) at an initial rent of $142.70 per square foot and a weighted average lease term of 21.0 years. The changes in the GAAP and cash mark-to-market rent on the 107,000 square feet of second generation space were positive 40.5% and positive 15.5%, respectively. Tenant improvements and leasing commissions were $3.53 per square foot per annum, or 2.5% of initial rent.

•302,000 square feet at theMART (all at share) at an initial rent of $50.86 per square foot and a weighted average lease term of 6.0 years. The changes in the GAAP and cash mark-to-market rent on the 256,000 square feet of second generation space were positive 0.6% and positive 1.1%, respectively. Tenant improvements and leasing commissions were $7.83 per square foot per annum, or 15.4% of initial rent.

•74,000 square feet at 555 California Street (52,000 square feet at share) at an initial rent of $114.70 per square foot and a weighted average lease term of 4.0 years. The changes in the GAAP and cash mark-to-market rent on the 48,000 square feet of second generation space were positive 29.5% and positive 25.4%, respectively. Tenant improvements and leasing commissions were $3.94 per square foot per annum, or 3.4% of initial rent.

Same Store Net Operating Income ("NOI") At Share:

The percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are summarized below.

Total New York theMART(2) 555 California Street
Same store NOI at share % increase (decrease)(1):
Three months ended September 30, 2021 compared to September 30, 2020 4.1 % 7.8 % (50.8) % 3.0 %
Nine months ended September 30, 2021 compared to September 30, 2020 1.9 % 3.2 % (16.9) % 5.4 %
Three months ended September 30, 2021 compared to June 30, 2021 (1.7) % 3.7 % (65.1) % 0.6 %
Same store NOI at share - cash basis % increase (decrease)(1):
Three months ended September 30, 2021 compared to September 30, 2020 2.8 % 8.1 % (50.9) % (5.0) %
Nine months ended September 30, 2021 compared to September 30, 2020 (1.1) % 0.6 % (20.4) % (0.7) %
Three months ended September 30, 2021 compared to June 30, 2021 (1.1) % 4.0 % (55.7) % (1.4) %

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(1)See pages 14 through 19 for same store NOI at share and same store NOI at share - cash basis reconciliations.

(2)The three and nine months ended September 30, 2021 include increases in real estate tax expense of $12,518,000 and $14,441,000, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART.

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NOI At Share and NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share and NOI at share - cash basis for the three and nine months ended September 30, 2021 and 2020 and the three months ended June 30, 2021 are summarized below.

(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2021
2021 2020 2021 2020
NOI at share:
New York:
Office(1) $ 166,553 $ 159,981 $ 164,050 $ 497,238 $ 504,630
Retail(2) 49,083 35,294 39,213 124,998 109,153
Residential 4,194 4,536 4,239 12,889 16,604
Alexander's 9,009 6,830 9,069 28,567 25,653
Hotel Pennsylvania(3) (16,821) (5,533) (12,677) (34,693)
Total New York 228,839 189,820 211,038 651,015 621,347
Other:
theMART(4) 6,431 13,171 18,412 42,950 52,087
555 California Street 16,128 15,618 16,038 48,230 45,686
Other investments 3,873 1,924 4,079 12,751 4,966
Total Other 26,432 30,713 38,529 103,931 102,739
NOI at share $ 255,271 $ 220,533 $ 249,567 $ 754,946 $ 724,086

_______________________

(1)    The three and nine months ended September 30, 2020 include $4,368 and $17,588, respectively, of non-cash write-offs of receivables arising from the straight-lining of rents (including the New York & Company, Inc. lease at 330 West 34th Street) and $5,112 and $6,052, respectively, of write-offs of tenant receivables deemed uncollectible.

(2)    The three and nine months ended September 30, 2020 include $4,688 and $25,124, respectively, of non-cash write-offs of receivables arising from the straight-lining of rents (including the JCPenney lease at Manhattan Mall) and $4,668 and $11,399, respectively, of write-offs of tenant receivables deemed uncollectible.

(3)    On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

(4)    The three and nine months ended September 30, 2021 include increases in real estate tax expense of $12,518 and $14,441, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART.

(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2021
2021 2020 2021 2020
NOI at share - cash basis:
New York:
Office(1) $ 170,521 $ 162,357 $ 167,322 $ 504,939 $ 524,830
Retail(2) 45,175 36,476 36,214 116,265 124,430
Residential 4,136 4,178 3,751 11,898 15,541
Alexander's 9,790 9,899 9,848 30,987 31,574
Hotel Pennsylvania(3) (16,829) (5,556) (12,723) (34,718)
Total New York 229,622 196,081 211,579 651,366 661,657
Other:
theMART(4) 8,635 17,706 19,501 45,976 58,176
555 California Street 14,745 15,530 14,952 45,552 45,970
Other investments 4,191 2,197 4,381 13,622 6,530
Total Other 27,571 35,433 38,834 105,150 110,676
NOI at share - cash basis $ 257,193 $ 231,514 $ 250,413 $ 756,516 $ 772,333

______________________

(1)    The three and nine months ended September 30, 2020 include $5,112 and $6,052, respectively, of write-offs of tenant receivables deemed uncollectible.

(2)    The three and nine months ended September 30, 2020 include $4,668 and $11,399, respectively, of write-offs of tenant receivables deemed uncollectible.

(3)    On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

(4)    The three and nine months ended September 30, 2021 include increases in real estate tax expense of $12,518 and $14,441, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 8 OF 19

PENN District - Active Development/Redevelopment Summary as of September 30, 2021

(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Projected Incremental Cash Yield
Active PENN District Projects Segment Budget(1) Amount<br>Expended Remainder to be Expended Stabilization Year
Farley (95% interest) New York 844,000 1,120,000 (2) 906,389 (2) 213,611 2022 6.4%
PENN 2 - as expanded(3) New York 1,795,000 750,000 141,216 608,784 2025 9.0%
PENN 1 (including LIRR Concourse Retail)(4) New York 2,547,000 450,000 304,667 145,333 N/A 12.2% (4)(5)
Districtwide Improvements New York N/A 100,000 30,805 69,195 N/A N/A
Total Active PENN District Projects 2,420,000 1,383,077 1,036,923 8.0%

________________________________

(1)    Excluding debt and equity carry.

(2)    Net of 154,000 of historic tax credit investor contributions, of which 88,000 has been funded to date (at our 95% share).

(3)    PENN 2 estimated impact on cash basis NOI and FFO of square feet taken out of service:

2021 2022
Square feet out of service at end of year 1,190,000 1,210,000
Year-over-year reduction in Cash Basis NOI(i) (19,000)
Year-over-year reduction in FFO(ii) (7,000)

________________________________

(i)    After capitalization of real estate taxes and operating expenses on space out of service.

(ii)    Net of capitalized interest on space out of service under redevelopment.

(4)    Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 12.2% projected return is before the ground rent reset in 2023, which may be material.

(5)    Achieved as existing leases roll; approximate average remaining lease term 5.0 years.

There can be no assurance that the above projects will be completed, completed on schedule or within budget. In addition, there can be no assurance that the Company will be successful in leasing the properties on the expected schedule or at the assumed rental rates.

Conference Call and Audio Webcast

As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, November 2, 2021 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-771-4371 (domestic) or 847-585-4405 (international) and indicating to the operator the passcode 50238910. A live webcast of the conference call will be available on Vornado’s website at www.vno.com in the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.

Contact

Thomas J. Sanelli

(212) 894-7000

Supplemental Financial Information

Further details regarding results of operations, properties and tenants can be accessed at the Company’s website www.vno.com. Vornado Realty Trust is a fully - integrated equity real estate investment trust.

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2020. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors. Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration of the pandemic, current and future variants, the efficacy and durability of vaccines against the variants and the potential for increased government restrictions, which continue to be uncertain at this time but that impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020.

NYSE: VNO WWW.VNO.COM PAGE 9 OF 19

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands) As of Increase<br>(Decrease)
September 30, 2021 December 31, 2020
ASSETS
Real estate, at cost:
Land $ 2,528,207 $ 2,420,054 $ 108,153
Buildings and improvements 8,449,768 7,933,030 516,738
Development costs and construction in progress 1,830,660 1,604,637 226,023
Leasehold improvements and equipment 111,233 130,222 (18,989)
Total 12,919,868 12,087,943 831,925
Less accumulated depreciation and amortization (3,309,273) (3,169,446) (139,827)
Real estate, net 9,610,595 8,918,497 692,098
Right-of-use assets 337,130 367,365 (30,235)
Cash and cash equivalents 2,128,964 1,624,482 504,482
Restricted cash 139,233 105,887 33,346
Tenant and other receivables 89,606 77,658 11,948
Investments in partially owned entities 3,287,870 3,491,107 (203,237)
Real estate fund investments 3,739 3,739
220 Central Park South condominium units ready for sale 77,658 128,215 (50,557)
Receivable arising from the straight-lining of rents 656,137 674,075 (17,938)
Deferred leasing costs, net 386,273 372,919 13,354
Identified intangible assets, net 158,438 23,856 134,582
Other assets 613,157 434,022 179,135
Total assets $ 17,488,800 $ 16,221,822 $ 1,266,978
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 6,069,512 $ 5,580,549 $ 488,963
Senior unsecured notes, net 1,189,680 446,685 742,995
Unsecured term loan, net 797,549 796,762 787
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 372,908 401,008 (28,100)
Accounts payable and accrued expenses 449,768 427,202 22,566
Deferred revenue 50,064 40,110 9,954
Deferred compensation plan 107,860 105,564 2,296
Preferred shares to be redeemed on October 13, 2021 300,000 300,000
Other liabilities 305,946 294,520 11,426
Total liabilities 10,218,287 8,667,400 1,550,887
Redeemable noncontrolling interests 690,688 606,267 84,421
Shareholders' equity 6,294,304 6,533,198 (238,894)
Noncontrolling interests in consolidated subsidiaries 285,521 414,957 (129,436)
Total liabilities, redeemable noncontrolling interests and equity $ 17,488,800 $ 16,221,822 $ 1,266,978 NYSE: VNO WWW.VNO.COM PAGE 10 OF 19
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VORNADO REALTY TRUST

OPERATING RESULTS

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>September 30, For the Nine Months Ended<br>September 30,
2021 2020 2021 2020
Revenues $ 409,212 $ 363,962 $ 1,168,130 $ 1,151,520
Net income (loss) $ 71,765 $ 68,736 $ 175,590 $ (253,119)
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries (5,425) 848 (20,323) 141,003
Operating Partnership (2,818) (3,884) (6,683) 10,090
Net income (loss) attributable to Vornado 63,522 65,700 148,584 (102,026)
Preferred share dividends (16,800) (12,530) (49,734) (37,591)
Series K preferred share issuance costs (9,033) (9,033)
Net income (loss) attributable to common shareholders $ 37,689 $ 53,170 $ 89,817 $ (139,617)
Income (loss) per common share - basic:
Net income (loss) per common share $ 0.20 $ 0.28 $ 0.47 $ (0.73)
Weighted average shares outstanding 191,577 191,162 191,508 191,102
Income (loss) per common share - diluted:
Net income (loss) per common share $ 0.20 $ 0.28 $ 0.47 $ (0.73)
Weighted average shares outstanding 192,041 191,162 192,151 191,102
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 158,286 $ 278,507 $ 430,057 $ 612,123
Per diluted share (non-GAAP) $ 0.82 $ 1.46 $ 2.24 $ 3.20
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 136,213 $ 116,698 $ 393,733 $ 370,918
Per diluted share (non-GAAP) $ 0.71 $ 0.61 $ 2.05 $ 1.94
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share 192,067 191,188 192,177 191,155

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO attributable to common shareholders plus assumed conversions, we also disclose FFO attributable to common shareholders plus assumed conversions, as adjusted. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance. Reconciliations of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions are provided on the following page. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 3 of this press release.

NYSE: VNO WWW.VNO.COM PAGE 11 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS

The following table reconciles net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>September 30, For the Nine Months Ended<br>September 30,
2021 2020 2021 2020
Net income (loss) attributable to common shareholders $ 37,689 $ 53,170 $ 89,817 $ (139,617)
Per diluted share $ 0.20 $ 0.28 $ 0.47 $ (0.73)
FFO adjustments:
Depreciation and amortization of real property $ 86,180 $ 99,045 $ 256,295 $ 269,360
Real estate impairment losses in connection with the sales of Madison Avenue retail properties 7,880 7,880
Decrease in fair value of marketable securities 4,938
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 35,125 38,987 104,829 119,146
Decrease (increase) in fair value of marketable securities 287 385 (1,118) 3,511
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 103,201 409,060
Net gain on sale of real estate (3,052)
129,472 241,618 364,834 806,015
Noncontrolling interests' share of above adjustments (8,886) (16,292) (24,627) (54,311)
FFO adjustments, net $ 120,586 $ 225,326 $ 340,207 $ 751,704
FFO attributable to common shareholders 158,275 278,496 430,024 612,087
Convertible preferred share dividends 11 11 33 36
FFO attributable to common shareholders plus assumed conversions $ 158,286 $ 278,507 $ 430,057 $ 612,123
Per diluted share $ 0.82 $ 1.46 $ 2.24 $ 3.20
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding 191,577 191,162 191,508 191,102
Effect of dilutive securities:
Out-Performance Plan units 452 630
Convertible preferred shares 26 26 26 28
AO LTIP units 8 10
Employee stock options and restricted stock awards 4 3 25
Denominator for FFO per diluted share 192,067 191,188 192,177 191,155 NYSE: VNO WWW.VNO.COM PAGE 12 OF 19
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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the three and nine months ended September 30, 2021 and 2020 and the three months ended June 30, 2021.

For the Three Months Ended For the Nine Months Ended<br>September 30,
(Amounts in thousands) September 30, June 30, 2021
2021 2020 2021 2020
Net income (loss) $ 71,765 $ 68,736 $ 76,832 $ 175,590 $ (253,119)
Depreciation and amortization expense 100,867 107,013 89,777 285,998 292,611
General and administrative expense 25,553 32,407 30,602 100,341 120,255
Impairment losses, transaction related costs and other (lease liability extinguishment gain) 9,681 584 106 10,630 (68,566)
(Income) loss from partially owned entities (26,269) 80,909 (31,426) (86,768) 353,679
Loss (income) from real estate fund investments 66 13,823 (5,342) (5,107) 225,328
Interest and other investment (income) loss, net (633) (1,729) (1,539) (3,694) 7,068
Interest and debt expense 50,946 57,371 51,894 152,904 174,618
Net gains on disposition of wholly owned and partially owned assets (10,087) (214,578) (25,724) (35,811) (338,862)
Income tax (benefit) expense (25,376) 23,781 2,841 (20,551) 38,431
NOI from partially owned entities 75,644 78,175 77,235 231,635 229,543
NOI attributable to noncontrolling interests in consolidated subsidiaries (16,886) (25,959) (15,689) (50,221) (56,900)
NOI at share 255,271 220,533 249,567 754,946 724,086
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 1,922 10,981 846 1,570 48,247
NOI at share - cash basis $ 257,193 $ 231,514 $ 250,413 $ 756,516 $ 772,333

NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. NOI at share - cash basis includes rent that has been deferred as a result of the COVID-19 pandemic.

NYSE: VNO WWW.VNO.COM PAGE 13 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2021 compared to September 30, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share for the three months ended September 30, 2021 $ 255,271 $ 228,839 $ 6,431 $ 16,128 $ 3,873
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions (224) (224)
Development properties (5,076) (5,076)
Other non-same store income, net (6,884) (3,011) (3,873)
Same store NOI at share for the three months ended September 30, 2021 $ 239,307 $ 216,748 $ 6,431 $ 16,128 $
NOI at share for the three months ended September 30, 2020 $ 220,533 $ 189,820 $ 13,171 $ 15,618 $ 1,924
Less NOI at share from:
Dispositions 1,797 1,797
Development properties (5,509) (5,509)
Hotel Pennsylvania (permanently closed on April 5, 2021) 16,821 16,821
Other non-same store (income) expense, net (3,797) (1,811) (102) 40 (1,924)
Same store NOI at share for the three months ended September 30, 2020 $ 229,845 $ 201,118 $ 13,069 $ 15,658 $
Increase (decrease) in same store NOI at share $ 9,462 $ 15,630 $ (6,638) $ 470 $
% increase (decrease) in same store NOI at share 4.1 % 7.8 % (50.8) % 3.0 % %

___________________

(1)2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

NYSE: VNO WWW.VNO.COM PAGE 14 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2021 compared to September 30, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share - cash basis for the three months ended September 30, 2021 $ 257,193 $ 229,622 $ 8,635 $ 14,745 $ 4,191
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions (678) (678)
Development properties (5,600) (5,600)
Other non-same store income, net (6,749) (2,558) (4,191)
Same store NOI at share - cash basis for the three months ended September 30, 2021 $ 241,471 $ 218,091 $ 8,635 $ 14,745 $
NOI at share - cash basis for the three months ended September 30, 2020 $ 231,514 $ 196,081 $ 17,706 $ 15,530 $ 2,197
Less NOI at share - cash basis from:
Dispositions 774 774
Development properties (8,580) (8,580)
Hotel Pennsylvania (permanently closed on April 5, 2021) 16,829 16,829
Other non-same store income, net (5,603) (3,271) (131) (4) (2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020 $ 234,934 $ 201,833 $ 17,575 $ 15,526 $
Increase (decrease) in same store NOI at share - cash basis $ 6,537 $ 16,258 $ (8,940) $ (781) $
% increase (decrease) in same store NOI at share - cash basis 2.8 % 8.1 % (50.9) % (5.0) % %

___________________

(1)2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 15 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the nine months ended September 30, 2021 compared to September 30, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share for the nine months ended September 30, 2021 $ 754,946 $ 651,015 $ 42,950 $ 48,230 $ 12,751
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions 1,246 1,246
Development properties (19,136) (19,136)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,677 12,677
Other non-same store (income) expense, net (17,104) (4,354) 1 (12,751)
Same store NOI at share for the nine months ended September 30, 2021 $ 728,849 $ 637,668 $ 42,950 $ 48,231 $
NOI at share for the nine months ended September 30, 2020 $ 724,086 $ 621,347 $ 52,087 $ 45,686 $ 4,966
Less NOI at share from:
Dispositions 5,109 5,109
Development properties (26,259) (26,259)
Hotel Pennsylvania (permanently closed on April 5, 2021) 34,692 34,692
Other non-same store (income) expense, net (22,389) (17,054) (422) 53 (4,966)
Same store NOI at share for the nine months ended September 30, 2020 $ 715,239 $ 617,835 $ 51,665 $ 45,739 $
Increase (decrease) in same store NOI at share $ 13,610 $ 19,833 $ (8,715) $ 2,492 $
% increase (decrease) in same store NOI at share 1.9 % 3.2 % (16.9) % 5.4 % %

___________________

(1)2021 includes an increase in real estate tax expense of $14,441 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 16 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the nine months ended September 30, 2021 compared to September 30, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share - cash basis for the nine months ended September 30, 2021 $ 756,516 $ 651,366 $ 45,976 $ 45,552 $ 13,622
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions 1,545 1,545
Development properties (20,332) (20,332)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,724 12,724
Other non-same store (income) expense, net (17,859) (4,238) 1 (13,622)
Same store NOI at share - cash basis for the nine months ended September 30, 2021 $ 729,899 $ 638,370 $ 45,976 $ 45,553 $
NOI at share - cash basis for the nine months ended September 30, 2020 $ 772,333 $ 661,657 $ 58,176 $ 45,970 $ 6,530
Less NOI at share - cash basis from:
Dispositions (718) (718)
Development properties (35,372) (35,372)
Hotel Pennsylvania (permanently closed on April 5, 2021) 34,718 34,718
Other non-same store income, net (32,745) (25,690) (422) (103) (6,530)
Same store NOI at share - cash basis for the nine months ended September 30, 2020 $ 738,216 $ 634,595 $ 57,754 $ 45,867 $
(Decrease) increase in same store NOI at share - cash basis $ (8,317) $ 3,775 $ (11,778) $ (314) $
% (decrease) increase in same store NOI at share - cash basis (1.1) % 0.6 % (20.4) % (0.7) % %

___________________

(1)2021 includes an increase in real estate tax expense of $14,441 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 17 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2021 compared to June 30, 2021.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share for the three months ended September 30, 2021 $ 255,271 $ 228,839 $ 6,431 $ 16,128 $ 3,873
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions (224) (224)
Development properties (5,076) (5,076)
Other non-same store income, net (6,523) (2,650) (3,873)
Same store NOI at share for the three months ended September 30, 2021 $ 239,668 $ 217,109 $ 6,431 $ 16,128 $
NOI at share for the three months ended June 30, 2021 $ 249,567 $ 211,038 $ 18,412 $ 16,038 $ 4,079
Less NOI at share from:
Dispositions 605 605
Development properties (7,773) (7,773)
Hotel Pennsylvania (permanently closed on April 5, 2021) 5,533 5,533
Other non-same store income, net (4,154) (75) (4,079)
Same store NOI at share for the three months ended June 30, 2021 $ 243,778 $ 209,328 $ 18,412 $ 16,038 $
(Decrease) increase in same store NOI at share $ (4,110) $ 7,781 $ (11,981) $ 90 $
% (decrease) increase in same store NOI at share (1.7) % 3.7 % (65.1) % 0.6 % %

___________________

(1)The three months ended September 30, 2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 18 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2021 compared to June 30, 2021.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share - cash basis for the three months ended September 30, 2021 $ 257,193 $ 229,622 $ 8,635 $ 14,745 $ 4,191
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions (678) (678)
Development properties (5,600) (5,600)
Other non-same store income, net (6,389) (2,198) (4,191)
Same store NOI at share - cash basis for the three months ended September 30, 2021 $ 241,831 $ 218,451 $ 8,635 $ 14,745 $
NOI at share - cash basis for the three months ended June 30, 2021 $ 250,413 $ 211,579 $ 19,501 $ 14,952 $ 4,381
Less NOI at share - cash basis from:
Dispositions 573 573
Development properties (7,465) (7,465)
Hotel Pennsylvania (permanently closed on April 5, 2021) 5,556 5,556
Other non-same store income, net (4,568) (187) (4,381)
Same store NOI at share - cash basis for the three months ended June 30, 2021 $ 244,509 $ 210,056 $ 19,501 $ 14,952 $
(Decrease) increase in same store NOI at share - cash basis $ (2,678) $ 8,395 $ (10,866) $ (207) $
% (decrease) increase in same store NOI at share - cash basis (1.1) % 4.0 % (55.7) % (1.4) % %

___________________

(1)The three months ended September 30, 2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 19 OF 19

Document

EXHIBIT 99.2

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INDEX
Page
BUSINESS DEVELOPMENTS 3 - 5
FINANCIAL INFORMATION
Financial Highlights 6
FFO, As Adjusted Bridge 7
Consolidated Balance Sheets 8
Net Income (Loss) Attributable to Common Shareholders (Consolidated and by Segment) 9 - 12
Net Operating Income at Share and Net Operating Income at Share - Cash Basis (by Segment and by Subsegment) 13 - 16
Same Store NOI at Share and Same Store NOI at Share - Cash Basis and NOI at Share By Region 17
Pro Forma NOI at Share - Cash Basis - Trailing Twelve Months 18
DEVELOPMENT ACTIVITY
PENN District Active Development/Redevelopment Summary 19
Future Development Opportunities 20
LEASING ACTIVITY AND LEASE EXPIRATIONS
Leasing Activity 21 - 22
Lease Expirations 23 - 25
CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS 26 - 29
UNCONSOLIDATED JOINT VENTURES 30 - 32
DEBT AND CAPITALIZATION
Capital Structure 33
Common Shares Data 34
Debt Analysis 35
Consolidated Debt Maturities 36
PROPERTY STATISTICS
Top 30 Tenants 37
Square Footage 38
Occupancy and Residential Statistics 39
Ground Leases 40
Property Table 41 - 51
EXECUTIVE OFFICERS AND RESEARCH COVERAGE 52
APPENDIX: DEFINITIONS AND NON-GAAP RECONCILIATIONS
Definitions i
Reconciliations ii - xvi

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this supplemental package. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration of the pandemic, current and future variants, the efficacy and durability of vaccines against the variants and the potential for increased government restrictions, which continue to be uncertain at this time but that impact could be material. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2020. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this supplemental package. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what Vornado Realty Trust and subsidiaries (the "Company") considers the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These include Funds From Operations ("FFO"), Funds Available for Distribution ("FAD"), Net Operating Income ("NOI") and Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre"). Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this Supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company's financial condition and results of operations, and, if applicable, the purposes for which management uses the measures, can be found in the Definitions section of this Supplemental package on page i in the Appendix.

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BUSINESS DEVELOPMENTS

Acquisition Activity

One Park Avenue

On August 5, 2021, pursuant to a right of first offer, we increased our ownership interest in One Park Avenue, a 943,000 square foot Manhattan office building, to 100.0% by acquiring our joint venture partner's 45.0% ownership interest in the property. The purchase price values the property at $875,000,000. We paid approximately $158,000,000 in cash and assumed our joint venture partner's share of the $525,000,000 mortgage loan. We previously accounted for our investment under the equity method and have consolidated the accounts of the property from the date of acquisition of the additional 45% ownership interest.

On February 26, 2021, the joint venture completed a $525,000,000 refinancing of One Park Avenue. The interest-only loan bears a rate of LIBOR plus 1.11% (1.19% as of September 30, 2021) and matures in March 2026, as fully extended. We realized our $105,000,000 share of net proceeds. The loan replaced the previous $300,000,000 loan that bore interest at LIBOR plus 1.75% and was scheduled to mature in March 2021.

Disposition Activity

220 Central Park South ("220 CPS")

During the three months ended September 30, 2021, we closed on the sale of one condominium unit at 220 CPS for net proceeds of $25,467,000 resulting in a net gain of $10,087,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with this sale, $1,272,000 of income tax expense was recognized on our consolidated statements of income. During the nine months ended September 30, 2021, we closed on the sale of four condominium units at 220 CPS for net proceeds of $97,683,000 resulting in a net gain of $35,359,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $4,336,000 of income tax expense was recognized on our consolidated statements of income. From inception to September 30, 2021, we have closed on the sale of 104 units for net proceeds of $2,967,175,000 resulting in financial statement net gains of $1,102,296,000.

Alexander’s, Inc. (“Alexander’s”)

On June 4, 2021, Alexander's completed the sale of a parcel of land in the Bronx, New York for $10,000,000. As a result of the sale, we recognized our $2,956,000 share of the net gain and also received a $300,000 sales commission paid by Alexander's.

On October 4, 2021, Alexander's sold its Paramus, New Jersey property to IKEA Property, Inc. ("IKEA"), the tenant at the property, for $75,000,000 pursuant to IKEA's purchase option contained in the lease. The property was encumbered by a $68,000,000 mortgage loan which was repaid at closing of the sale. As a result of the sale, we will recognize in the fourth quarter of 2021 our approximate $11,600,000 share of the net gain and a $750,000 sales commission paid by Alexander's to Vornado.

Alexander's announced that it does not expect to pay a special dividend related to these transactions.

SoHo Properties

On May 10, 2021, we entered into an agreement to sell two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000. We expect to close the sale in the first quarter of 2022 and recognize a net gain of approximately $1,500,000.

Madison Avenue

On September 24, 2021, we sold three Manhattan retail properties located at 677-679, 759-771 and 828-850 Madison Avenue in two separate sale transactions for an aggregate sales price of $100,000,000. Net proceeds from the sales were $96,503,000. In connection with the sales, we recorded $7,880,000 of non-cash impairment losses which are included in "(impairment losses, transaction related costs and other) lease liability extinguishment gain" on our consolidated statements of income for the three and nine months ended September 30, 2021.

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BUSINESS DEVELOPMENTS

Financing Activity

PENN 11

On March 7, 2021, we entered into an interest rate swap agreement for our $500,000,000 PENN 11 mortgage loan to swap the interest rate on the mortgage loan from LIBOR plus 2.75% (2.83% as of September 30, 2021) to a fixed rate of 3.03% through March 2024.

909 Third Avenue

On March 26, 2021, we completed a $350,000,000 refinancing of 909 Third Avenue, a 1.4 million square foot Manhattan office building. The interest-only loan bears a fixed rate of 3.23% and matures in April 2031. The loan replaced the previous $350,000,000 loan that bore interest at a fixed rate of 3.91% and was scheduled to mature in May 2021.

Unsecured Revolving Credit Facility

On April 15, 2021, we extended our $1.25 billion unsecured revolving credit facility from January 2023 (as fully extended) to April 2026 (as fully extended). The interest rate on the extended facility was lowered to LIBOR plus 0.90% from LIBOR plus 1.00%. We subsequently qualified for a sustainability margin adjustment by achieving certain KPI metrics, which reduced our interest rate by 0.01% to LIBOR plus 0.89%. The facility fee remains at 20 basis points. Our separate $1.50 billion unsecured revolving credit facility matures in March 2024 (as fully extended) and has an interest rate of LIBOR plus 0.90% and a facility fee of 20 basis points.

555 California Street

On May 10, 2021, we completed a $1.2 billion refinancing of 555 California Street, a three building 1.8 million square foot office campus in San Francisco, in which we own a 70.0% controlling interest. The interest-only loan bears a rate of LIBOR plus 1.93% in years one through five (2.02% as of September 30, 2021), LIBOR plus 2.18% in year six and LIBOR plus 2.43% in year seven. The loan matures in May 2028, as fully extended. We swapped the interest rate on our $840,000,000 share of the loan to a fixed rate of 2.26% through May 2024. The loan replaces the previous $533,000,000 loan that bore interest at a fixed rate of 5.10% and was scheduled to mature in September 2021.

Senior Unsecured Notes

On May 24, 2021, we completed a green bond public offering of $400,000,000 2.15% senior unsecured notes due June 1, 2026 ("2026 Notes") and $350,000,000 3.40% senior unsecured notes due June 1, 2031 ("2031 Notes"). Interest on the senior unsecured notes will be payable semi-annually on June 1 and December 1, commencing December 1, 2021. The 2026 Notes were sold at 99.86% of their face amount to yield 2.18% and the 2031 Notes were sold at 99.59% of their face amount to yield 3.45%.

theMART

On May 28, 2021, we repaid the $675,000,000 mortgage loan on theMART, a 3.7 million square foot commercial building in Chicago, with proceeds from our senior unsecured notes offering. The loan bore interest at 2.70% and was scheduled to mature in September 2021.

Preferred Securities

On September 22, 2021, Vornado sold 12,000,000 4.45% Series O cumulative redeemable preferred shares at a price of $25.00 per share, pursuant to an effective registration statement. Vornado received aggregate net proceeds of $291,195,000, after underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 4.45% Series O preferred units (with economic terms that mirror those of the Series O preferred shares). Dividends on the Series O preferred shares/units are cumulative and payable quarterly in arrears. The Series O preferred shares/units are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), Vornado may redeem the Series O preferred shares/units at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. The Series O preferred shares/units have no maturity date and will remain outstanding indefinitely unless redeemed by Vornado. Vornado used the net proceeds for the redemption of its 5.70% Series K cumulative redeemable preferred shares/units (see below).

On September 13, 2021, we called for redemption of all of the outstanding 5.70% Series K cumulative redeemable preferred shares/units. As a result, as of September 30, 2021, we reclassified the 5.70% Series K preferred shares/units from shareholders' equity/partners' capital to liabilities on our consolidated balance sheets. On October 13, 2021, we redeemed all of the outstanding 5.70% Series K preferred shares/units at their redemption price of $25.00 per share/unit, or $300,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption. In connection with the redemption, we expensed $9,033,000 of previously capitalized issuance costs in "Series K preferred share/unit issuance costs" on our consolidated statements of income to arrive at "net income attributable to common shareholders" for the three and nine months ended September 30, 2021.

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BUSINESS DEVELOPMENTS

Leasing Activity For the Three Months Ended September 30, 2021:

757,000 square feet of New York Office space (672,000 square feet at share) at an initial rent of $77.26 per square foot and a weighted average lease term of 7.6 years. The changes in the GAAP and cash mark-to-market rent on the 629,000 square feet of second generation space were positive 4.2% and positive 1.4%, respectively. Tenant improvements and leasing commissions were $10.18 per square foot per annum, or 13.2% of initial rent.

111,000 square feet of New York Retail space (105,000 square feet at share) at an initial rent of $109.61 per square foot and a weighted average lease term of 26.4 years. The changes in the GAAP and cash mark-to-market rent on the 95,000 square feet of second generation space were positive 45.3% and positive 19.6%, respectively. Tenant improvements and leasing commissions were $1.65 per square foot per annum, or 1.5% of initial rent.

103,000 square feet at theMART (all at share) at an initial rent of $49.89 per square foot and a weighted average lease term of 7.9 years. The changes in the GAAP and cash mark-to-market rent on the 62,000 square feet of second generation space were positive 13.6% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $14.42 per square foot per annum, or 28.9% of initial rent.

23,000 square feet at 555 California Street (16,000 square feet at share) at an initial rent of $113.77 per square foot and a weighted average lease term of 3.3 years. The changes in the GAAP and cash mark-to-market rent on the 12,000 square feet of second generation space were positive 12.9% and positive 2.9%, respectively. Tenant improvements and leasing commissions were $7.11 per square foot per annum, or 6.2% of initial rent.

Leasing Activity For the Nine Months Ended September 30, 2021:

1,298,000 square feet of New York Office space (1,122,000 square feet at share) at an initial rent of $79.78 per square foot and a weighted average lease term of 8.8 years. The changes in the GAAP and cash mark-to-market rent on the 911,000 square feet of second generation space were positive 1.1% and negative 0.3%, respectively. Tenant improvements and leasing commissions were $11.11 per square foot per annum, or 13.9% of initial rent.

176,000 square feet of New York Retail space (158,000 square feet at share) at an initial rent of $142.70 per square foot and a weighted average lease term of 21.0 years. The changes in the GAAP and cash mark-to-market rent on the 107,000 square feet of second generation space were positive 40.5% and positive 15.5%, respectively. Tenant improvements and leasing commissions were $3.53 per square foot per annum, or 2.5% of initial rent.

302,000 square feet at theMART (all at share) at an initial rent of $50.86 per square foot and a weighted average lease term of 6.0 years. The changes in the GAAP and cash mark-to-market rent on the 256,000 square feet of second generation space were positive 0.6% and positive 1.1%, respectively. Tenant improvements and leasing commissions were $7.83 per square foot per annum, or 15.4% of initial rent.

74,000 square feet at 555 California Street (52,000 square feet at share) at an initial rent of $114.70 per square foot and a weighted average lease term of 4.0 years. The changes in the GAAP and cash mark-to-market rent on the 48,000 square feet of second generation space were positive 29.5% and positive 25.4%, respectively. Tenant improvements and leasing commissions were $3.94 per square foot per annum, or 3.4% of initial rent.

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FINANCIAL HIGHLIGHTS (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2021
2021 2020 2021 2020
Total revenues $ 409,212 $ 363,962 $ 378,941 $ 1,168,130 $ 1,151,520
Net income (loss) attributable to common shareholders $ 37,689 $ 53,170 $ 48,045 $ 89,817 $ (139,617)
Per common share:
Basic $ 0.20 $ 0.28 $ 0.25 $ 0.47 $ (0.73)
Diluted $ 0.20 $ 0.28 $ 0.25 $ 0.47 $ (0.73)
Net income (loss) attributable to common shareholders, as adjusted (non-GAAP) $ 25,926 $ (9,386) $ 26,804 $ 65,176 $ 18,198
Per diluted share (non-GAAP) $ 0.14 $ (0.05) $ 0.14 $ 0.34 $ 0.10
FFO attributable to common shareholders plus assumed conversions, as adjusted<br><br>(non-GAAP) $ 136,213 $ 116,698 $ 133,161 $ 393,733 $ 370,918
Per diluted share (non-GAAP) $ 0.71 $ 0.61 $ 0.69 $ 2.05 $ 1.94
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 158,286 $ 278,507 $ 153,364 $ 430,057 $ 612,123
FFO - Operating Partnership Basis ("OP Basis") (non-GAAP) $ 169,545 $ 296,559 $ 164,072 $ 460,189 $ 651,924
Per diluted share (non-GAAP) $ 0.82 $ 1.46 $ 0.80 $ 2.24 $ 3.20
Dividends per common share $ 0.53 $ 0.53 $ 0.53 $ 1.59 $ 1.85
FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted) 74.6 % 77.9 % (1) 76.8 % 77.6 % 84.5 % (1)
FAD payout ratio 85.5 % 88.3 % 120.5 % 95.2 % 100.5 %
Weighted average common shares outstanding (REIT basis) 191,577 191,162 191,527 191,508 191,102
Convertible units:
Class A 13,287 12,392 13,094 13,155 12,378
Equity awards - unit equivalents 839 1,193 953 76
Preferred shares 26 26 26 26 28
Weighted average shares used in determining FFO attributable to Class A unitholders<br><br>plus assumed conversions per diluted share (OP Basis) 205,729 203,580 205,840 205,642 203,584

________________________________

(1)Excludes the impact of non-cash write-offs of receivables arising from the straight-lining of rents of $13,873 and $50,170, respectively, for the three and nine months ended September 30, 2020.

Please refer to the Appendix for reconciliations of GAAP to non-GAAP measures.

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FFO, AS ADJUSTED BRIDGE - Q3 2021 VS. Q3 2020 (unaudited)
(Amounts in millions, except per share amounts) FFO, as Adjusted
--- --- --- --- ---
Amount Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2020 $ 116.7 $ 0.61
Increase (decrease) in FFO, as adjusted due to:
Rent commencement and other tenant related items 19.7
Variable businesses:
Signage 3.5
BMS 2.3
Garages 2.1
Trade shows 1.3
9.2
Acquisition of our partner's 45% ownership interest in One Park Avenue on August 5, 2021 4.8
General and administrative (primarily due to overhead reduction program announced in December 2020) 3.7
Increase in real estate tax expense primarily due to a recent increase in the triennial tax-assessed value of theMART (12.5)
Other, net (4.3)
20.6
Noncontrolling interests' share of above items (1.1)
Net increase 19.5 0.10
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2021 $ 136.2 $ 0.71

Please refer to the Appendix for reconciliations of GAAP to non-GAAP measures.

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CONSOLIDATED BALANCE SHEETS (unaudited)
(Amounts in thousands)
As of Increase<br>(Decrease)
September 30, 2021 December 31, 2020
ASSETS
Real estate, at cost:
Land $ 2,528,207 $ 2,420,054 $ 108,153
Buildings and improvements 8,449,768 7,933,030 516,738
Development costs and construction in progress 1,830,660 1,604,637 226,023
Leasehold improvements and equipment 111,233 130,222 (18,989)
Total 12,919,868 12,087,943 831,925
Less accumulated depreciation and amortization (3,309,273) (3,169,446) (139,827)
Real estate, net 9,610,595 8,918,497 692,098
Right-of-use assets 337,130 367,365 (30,235)
Cash and cash equivalents 2,128,964 1,624,482 504,482
Restricted cash 139,233 105,887 33,346
Tenant and other receivables 89,606 77,658 11,948
Investments in partially owned entities 3,287,870 3,491,107 (203,237)
Real estate fund investments 3,739 3,739
220 CPS condominium units ready for sale 77,658 128,215 (50,557)
Receivable arising from the straight-lining of rents 656,137 674,075 (17,938)
Deferred leasing costs, net 386,273 372,919 13,354
Identified intangible assets, net 158,438 23,856 134,582
Other assets 613,157 434,022 179,135
Total Assets $ 17,488,800 $ 16,221,822 $ 1,266,978
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 6,069,512 $ 5,580,549 $ 488,963
Senior unsecured notes, net 1,189,680 446,685 742,995
Unsecured term loan, net 797,549 796,762 787
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 372,908 401,008 (28,100)
Accounts payable and accrued expenses 449,768 427,202 22,566
Deferred revenue 50,064 40,110 9,954
Deferred compensation plan 107,860 105,564 2,296
Preferred shares to be redeemed on October 13, 2021 300,000 300,000
Other liabilities 305,946 294,520 11,426
Total liabilities 10,218,287 8,667,400 1,550,887
Redeemable noncontrolling interests 690,688 606,267 84,421
Shareholders' equity 6,294,304 6,533,198 (238,894)
Noncontrolling interests in consolidated subsidiaries 285,521 414,957 (129,436)
Total liabilities, redeemable noncontrolling interests and equity $ 17,488,800 $ 16,221,822 $ 1,266,978
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CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Three Months Ended
September 30, June 30, 2021
2021 2020 Variance
Property rentals(1)(2) $ 330,620 $ 281,068 $ 49,552 $ 303,566
Tenant expense reimbursements(1) 38,177 41,702 (3,525) 38,241
Amortization of acquired below-market leases, net 2,222 3,648 (1,426) 2,551
Straight-lining of rents (1,816) (4,165) 2,349 (4,762)
Total rental revenues 369,203 322,253 46,950 339,596
Fee and other income:
BMS cleaning fees 30,827 24,054 6,773 28,083
Management and leasing fees 2,509 11,649 (9,140) 3,073
Other income 6,673 6,006 667 8,189
Total revenues 409,212 363,962 45,250 378,941
Operating expenses (212,699) (195,645) (17,054) (190,920)
Depreciation and amortization (100,867) (107,013) 6,146 (89,777)
General and administrative (25,553) (32,407) 6,854 (30,602)
Expense from deferred compensation plan liability (799) (4,341) 3,542 (3,378)
Impairment losses, transaction related costs and other (9,681) (584) (9,097) (106)
Total expenses (349,599) (339,990) (9,609) (314,783)
Income (loss) from partially owned entities 26,269 (80,909) 107,178 31,426
(Loss) income from real estate fund investments (66) (13,823) 13,757 5,342
Interest and other investment income, net 633 1,729 (1,096) 1,539
Income from deferred compensation plan assets 799 4,341 (3,542) 3,378
Interest and debt expense (50,946) (57,371) 6,425 (51,894)
Net gains on disposition of wholly owned and partially owned assets 10,087 214,578 (204,491) 25,724
Income before income taxes 46,389 92,517 (46,128) 79,673
Income tax benefit (expense) 25,376 (23,781) 49,157 (2,841)
Net income 71,765 68,736 3,029 76,832
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries (5,425) 848 (6,273) (8,784)
Operating Partnership (2,818) (3,884) 1,066 (3,536)
Net income attributable to Vornado 63,522 65,700 (2,178) 64,512
Preferred share dividends (16,800) (12,530) (4,270) (16,467)
Series K preferred share issuance costs (9,033) (9,033)
Net income attributable to common shareholders $ 37,689 $ 53,170 $ (15,481) $ 48,045
Capitalized expenditures:
Development payroll $ 2,770 $ 2,820 $ (50) $ 2,789
Interest and debt expense 10,739 9,328 1,411 10,779

________________________________

(1)"Property rentals" and "tenant expense reimbursements" represent non-GAAP financial measures which are reconciled above to "rental revenues" the most directly comparable financial measure calculated in accordance with GAAP.

(2)Reduced by $22,135 for the three months ended September 30, 2020, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).

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CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Nine Months Ended September 30,
2021 2020 Variance
Property rentals(1)(2) $ 934,685 $ 918,788 $ 15,897
Tenant expense reimbursements(1) 117,143 126,900 (9,757)
Amortization of acquired below-market leases, net 7,939 13,054 (5,115)
Straight-lining of rents (11,651) (20,021) 8,370
Total rental revenues 1,048,116 1,038,721 9,395
Fee and other income:
BMS cleaning fees 87,387 77,635 9,752
Management and leasing fees 10,951 16,353 (5,402)
Other income 21,676 18,811 2,865
Total revenues 1,168,130 1,151,520 16,610
Operating expenses (594,598) (600,077) 5,479
Depreciation and amortization (285,998) (292,611) 6,613
General and administrative (100,341) (120,255) 19,914
(Expense) benefit from deferred compensation plan liability (7,422) 548 (7,970)
(Impairment losses, transaction related costs and other) lease liability extinguishment gain (10,630) 68,566 (79,196)
Total expenses (998,989) (943,829) (55,160)
Income (loss) from partially owned entities 86,768 (353,679) 440,447
Income (loss) from real estate fund investments 5,107 (225,328) 230,435
Interest and other investment income (loss), net 3,694 (7,068) 10,762
Income (loss) from deferred compensation plan assets 7,422 (548) 7,970
Interest and debt expense (152,904) (174,618) 21,714
Net gains on disposition of wholly owned and partially owned assets 35,811 338,862 (303,051)
Income (loss) before income taxes 155,039 (214,688) 369,727
Income tax benefit (expense) 20,551 (38,431) 58,982
Net income (loss) 175,590 (253,119) 428,709
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries (20,323) 141,003 (161,326)
Operating Partnership (6,683) 10,090 (16,773)
Net income (loss) attributable to Vornado 148,584 (102,026) 250,610
Preferred share dividends (49,734) (37,591) (12,143)
Series K preferred share issuance costs (9,033) (9,033)
Net income (loss) attributable to common shareholders $ 89,817 $ (139,617) $ 229,434
Capitalized expenditures:
Development payroll $ 8,117 $ 11,696 $ (3,579)
Interest and debt expense 31,785 30,829 956

________________________________

(1)"Property rentals" and "tenant expense reimbursements" represent non-GAAP financial measures which are reconciled above to "rental revenues" the most directly comparable financial measure calculated in accordance with GAAP.

(2)Reduced by $60,766 for the nine months ended September 30, 2020, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).

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NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Three Months Ended September 30, 2021
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 330,620 $ 254,330 $ 76,290
Tenant expense reimbursements(1) 38,177 26,255 11,922
Amortization of acquired below-market leases, net 2,222 2,066 156
Straight-lining of rents (1,816) (1,889) 73
Total rental revenues 369,203 280,762 88,441
Fee and other income:
BMS cleaning fees 30,827 32,630 (1,803)
Management and leasing fees 2,509 2,680 (171)
Other income 6,673 571 6,102
Total revenues 409,212 316,643 92,569
Operating expenses (212,699) (151,276) (61,423)
Depreciation and amortization (100,867) (78,839) (22,028)
General and administrative (25,553) (10,643) (14,910)
Expense from deferred compensation plan liability (799) (799)
Impairment losses, transaction related costs and other (9,681) (7,880) (1,801)
Total expenses (349,599) (248,638) (100,961)
Income from partially owned entities 26,269 24,992 1,277
Loss from real estate fund investments (66) (66)
Interest and other investment income, net 633 14 619
Income from deferred compensation plan assets 799 799
Interest and debt expense (50,946) (23,189) (27,757)
Net gains on disposition of wholly owned and partially owned assets 10,087 10,087
Income before income taxes 46,389 69,822 (23,433)
Income tax benefit (expense) 25,376 (6,972) 32,348
Net income 71,765 62,850 8,915
Less net income attributable to noncontrolling interests in consolidated subsidiaries (5,425) (3,428) (1,997)
Net income attributable to Vornado Realty L.P. 66,340 $ 59,422 $ 6,918
Less net income attributable to noncontrolling interests in the Operating Partnership (2,776)
Preferred unit distributions (16,842)
Series K preferred unit issuance costs (9,033)
Net income attributable to common shareholders $ 37,689
For the three months ended September 30, 2020:
Net income (loss) attributable to Vornado Realty L.P. $ 69,584 $ (75,935) $ 145,519
Net income attributable to common shareholders $ 53,170

________________________________

(1)"Property rentals" and "tenant expense reimbursements" represent non-GAAP financial measures which are reconciled above to "rental revenues" the most directly comparable financial measure calculated in accordance with GAAP.

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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Nine Months Ended September 30, 2021
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 934,685 $ 733,909 $ 200,776
Tenant expense reimbursements(1) 117,143 86,773 30,370
Amortization of acquired below-market leases, net 7,939 7,432 507
Straight-lining of rents (11,651) (13,771) 2,120
Total rental revenues 1,048,116 814,343 233,773
Fee and other income:
BMS cleaning fees 87,387 92,178 (4,791)
Management and leasing fees 10,951 11,290 (339)
Other income 21,676 3,947 17,729
Total revenues 1,168,130 921,758 246,372
Operating expenses (594,598) (468,294) (126,304)
Depreciation and amortization (285,998) (219,720) (66,278)
General and administrative (100,341) (36,249) (64,092)
Expense from deferred compensation plan liability (7,422) (7,422)
Impairment losses, transaction related costs and other (10,630) (7,499) (3,131)
Total expenses (998,989) (731,762) (267,227)
Income from partially owned entities 86,768 83,102 3,666
Income from real estate fund investments 5,107 5,107
Interest and other investment income, net 3,694 1,853 1,841
Income from deferred compensation plan assets 7,422 7,422
Interest and debt expense (152,904) (68,082) (84,822)
Net gains on disposition of wholly owned and partially owned assets 35,811 35,811
Income (loss) before income taxes 155,039 206,869 (51,830)
Income tax benefit (expense) 20,551 (5,893) 26,444
Net income (loss) 175,590 200,976 (25,386)
Less net income attributable to noncontrolling interests in consolidated subsidiaries (20,323) (8,951) (11,372)
Net income (loss) attributable to Vornado Realty L.P. 155,267 $ 192,025 $ (36,758)
Less net income attributable to noncontrolling interests in the Operating Partnership (6,559)
Preferred unit distributions (49,858)
Series K preferred unit issuance costs (9,033)
Net income attributable to common shareholders $ 89,817
For the nine months ended September 30, 2020:
Net (loss) income attributable to Vornado Realty L.P. $ (112,116) $ (208,293) $ 96,177
Net loss attributable to common shareholders $ (139,617)

________________________________

(1)"Property rentals" and "tenant expense reimbursements" represent non-GAAP financial measures which are reconciled above to "rental revenues" the most directly comparable financial measure calculated in accordance with GAAP.

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NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Three Months Ended September 30, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 409,212 $ 316,643 $ 92,569
Operating expenses (212,699) (151,276) (61,423)
NOI - consolidated 196,513 165,367 31,146
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (16,886) (9,747) (7,139)
Add: NOI from partially owned entities 75,644 73,219 2,425
NOI at share 255,271 228,839 26,432
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 1,922 783 1,139
NOI at share - cash basis $ 257,193 $ 229,622 $ 27,571
For the Three Months Ended September 30, 2020
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 363,962 $ 293,145 $ 70,817
Operating expenses (195,645) (161,386) (34,259)
NOI - consolidated 168,317 131,759 36,558
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (25,959) (17,776) (8,183)
Add: NOI from partially owned entities 78,175 75,837 2,338
NOI at share 220,533 189,820 30,713
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 10,981 6,261 4,720
NOI at share - cash basis $ 231,514 $ 196,081 $ 35,433
For the Three Months Ended June 30, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 378,941 $ 301,144 $ 77,797
Operating expenses (190,920) (156,033) (34,887)
NOI - consolidated 188,021 145,111 42,910
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (15,689) (8,473) (7,216)
Add: NOI from partially owned entities 77,235 74,400 2,835
NOI at share 249,567 211,038 38,529
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 846 541 305
NOI at share - cash basis $ 250,413 $ 211,579 $ 38,834

________________________________

See Appendix page vii for details of NOI at share components.

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NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Nine Months Ended September 30, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,168,130 $ 921,758 $ 246,372
Operating expenses (594,598) (468,294) (126,304)
NOI - consolidated 573,532 453,464 120,068
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (50,221) (26,841) (23,380)
Add: Our share of NOI from partially owned entities 231,635 224,392 7,243
NOI at share 754,946 651,015 103,931
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 1,570 351 1,219
NOI at share - cash basis $ 756,516 $ 651,366 $ 105,150
For the Nine Months Ended September 30, 2020
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,151,520 $ 919,388 $ 232,132
Operating expenses (600,077) (484,624) (115,453)
NOI - consolidated 551,443 434,764 116,679
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (56,900) (34,713) (22,187)
Add: Our share of NOI from partially owned entities 229,543 221,296 8,247
NOI at share 724,086 621,347 102,739
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 48,247 40,310 7,937
NOI at share - cash basis $ 772,333 $ 661,657 $ 110,676

________________________________________

See Appendix page vii for details of NOI at share components.

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NET OPERATING INCOME AT SHARE BY SUBSEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, 2021
2021 2020 2021 2020
NOI at share:
New York:
Office(1) $ 166,553 $ 159,981 $ 164,050 $ 497,238 $ 504,630
Retail(2) 49,083 35,294 39,213 124,998 109,153
Residential 4,194 4,536 4,239 12,889 16,604
Alexander's Inc. ("Alexander's") 9,009 6,830 9,069 28,567 25,653
Hotel Pennsylvania(3) (16,821) (5,533) (12,677) (34,693)
Total New York 228,839 189,820 211,038 651,015 621,347
Other:
theMART(4) 6,431 13,171 18,412 42,950 52,087
555 California Street 16,128 15,618 16,038 48,230 45,686
Other investments 3,873 1,924 4,079 12,751 4,966
Total Other 26,432 30,713 38,529 103,931 102,739
NOI at share $ 255,271 $ 220,533 $ 249,567 $ 754,946 $ 724,086

____________________

(1)    The three and nine months ended September 30, 2020 include $4,368 and $17,588, respectively, of non-cash write-offs of receivables arising from the straight-lining of rents (including the New York & Company, Inc. lease at 330 West 34th Street) and $5,112 and $6,052, respectively, of write-offs of tenant receivables deemed uncollectible.

(2)    The three and nine months ended September 30, 2020 include $4,688 and $25,124, respectively, of non-cash write-offs of receivables arising from the straight-lining of rents (including the JCPenney lease at Manhattan Mall) and $4,668 and $11,399, respectively, of write-offs of tenant receivables deemed uncollectible.

(3)    On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

(4)    The three and nine months ended September 30, 2021 include increases in real estate tax expense of $12,518 and $14,441, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART.

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NET OPERATING INCOME AT SHARE - CASH BASIS BY SUBSEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, 2021
2021 2020 2021 2020
NOI at share - cash basis:
New York:
Office(1) $ 170,521 $ 162,357 $ 167,322 $ 504,939 $ 524,830
Retail(2) 45,175 36,476 36,214 116,265 124,430
Residential 4,136 4,178 3,751 11,898 15,541
Alexander's 9,790 9,899 9,848 30,987 31,574
Hotel Pennsylvania(3) (16,829) (5,556) (12,723) (34,718)
Total New York 229,622 196,081 211,579 651,366 661,657
Other:
theMART(4) 8,635 17,706 19,501 45,976 58,176
555 California Street 14,745 15,530 14,952 45,552 45,970
Other investments 4,191 2,197 4,381 13,622 6,530
Total Other 27,571 35,433 38,834 105,150 110,676
NOI at share - cash basis $ 257,193 $ 231,514 $ 250,413 $ 756,516 $ 772,333

____________________

(1)    The three and nine months ended September 30, 2020 include $5,112 and $6,052, respectively, of write-offs of tenant receivables deemed uncollectible.

(2)    The three and nine months ended September 30, 2020 include $4,668 and $11,399, respectively, of write-offs of tenant receivables deemed uncollectible.

(3)    On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

(4)    The three and nine months ended September 30, 2021 include increases in real estate tax expense of $12,518 and $14,441, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART.

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| SAME STORE NOI AT SHARE AND SAME STORE NOI AT SHARE - CASH BASIS (NON-GAAP) (unaudited) | | --- || | Total | | New York | | theMART(2) | | 555 California Street | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Same store NOI at share % increase (decrease)(1): | | | | | | | | | | Three months ended September 30, 2021 compared to September 30, 2020 | 4.1 | % | 7.8 | % | (50.8) | % | 3.0 | % | | Nine months ended September 30, 2021 compared to September 30, 2020 | 1.9 | % | 3.2 | % | (16.9) | % | 5.4 | % | | Three months ended September 30, 2021 compared to June 30, 2021 | (1.7) | % | 3.7 | % | (65.1) | % | 0.6 | % | | Same store NOI at share - cash basis % increase (decrease)(1): | | | | | | | | | | Three months ended September 30, 2021 compared to September 30, 2020 | 2.8 | % | 8.1 | % | (50.9) | % | (5.0) | % | | Nine months ended September 30, 2021 compared to September 30, 2020 | (1.1) | % | 0.6 | % | (20.4) | % | (0.7) | % | | Three months ended September 30, 2021 compared to June 30, 2021 | (1.1) | % | 4.0 | % | (55.7) | % | (1.4) | % |

________________________________

(1)See pages viii through xiii in the Appendix for same store NOI at share and same store NOI at share - cash basis reconciliations.

(2)The three and nine months ended September 30, 2021 include increases in real estate tax expense of $12,518,000 and $14,441,000, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART.

| NOI AT SHARE BY REGION (NON-GAAP) (unaudited) | | --- || | For the Three Months Ended September 30, | | | | For the Nine Months Ended September 30, | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2021 | | 2020 | | 2021 | | 2020 | | | Region: | | | | | | | | | | New York City metropolitan area | 91 | % | 87 | % | 88 | % | 87 | % | | Chicago, IL | 3 | % | 6 | % | 6 | % | 7 | % | | San Francisco, CA | 6 | % | 7 | % | 6 | % | 6 | % | | | 100 | % | 100 | % | 100 | % | 100 | % |

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PRO FORMA NOI AT SHARE - CASH BASIS - TRAILING TWELVE MONTHS (NON-GAAP) (unaudited)
(Amounts in thousands)
For the Trailing Twelve Months Ended September 30, 2021 For the Trailing Twelve Months Ended June 30, 2021
NOI at Share -<br>Cash Basis BMS NOI Pro Forma<br><br>NOI at Share -<br>Cash Basis Pro Forma<br><br>NOI at Share -<br>Cash Basis
Office:
New York $ 671,864 $ (24,893) $ 646,971 $ 641,109
theMART 64,051 64,051 73,122
555 California Street 60,499 60,499 61,284
Total Office 796,414 (24,893) 771,521 775,515
New York - Retail 150,521 150,521 141,822
New York - Residential 15,726 15,726 15,768
$ 962,661 $ (24,893) $ 937,768 $ 933,105
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PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF SEPTEMBER 30, 2021 (unaudited)
(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Projected Incremental Cash Yield
Active PENN District Projects Segment Budget(1) Amount<br>Expended Remainder to be Expended Stabilization Year
Farley (95% interest) New York 844,000 1,120,000 (2) 906,389 (2) 213,611 2022 6.4%
PENN 2 - as expanded(3) New York 1,795,000 750,000 141,216 608,784 2025 9.0%
PENN 1 (including LIRR Concourse Retail)(4) New York 2,547,000 450,000 304,667 145,333 N/A 12.2% (4)(5)
Districtwide Improvements New York N/A 100,000 30,805 69,195 N/A N/A
Total Active PENN District Projects 2,420,000 1,383,077 1,036,923 8.0%

________________________________

(1)Excluding debt and equity carry.

(2)Net of 154,000 of historic tax credit investor contributions, of which 88,000 has been funded to date (at our 95% share).

(3)PENN 2 estimated impact on cash basis NOI and FFO of square feet taken out of service:

2021 2022
Square feet out of service at end of year 1,190,000 1,210,000
Year-over-year reduction in Cash Basis NOI(i) (19,000)
Year-over-year reduction in FFO(ii) (7,000)

________________________________

(i)    After capitalization of real estate taxes and operating expenses on space out of service.

(ii)    Net of capitalized interest on space out of service under redevelopment.

(4)    Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 12.2% projected return is before the ground rent reset in 2023, which may be material.

(5)    Achieved as existing leases roll; approximate average remaining lease term 5.0 years.

There can be no assurance that the above projects will be completed, completed on schedule or within budget. In addition, there can be no assurance that the Company will be successful in leasing the properties on the expected schedule or at the assumed rental rates.

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FUTURE DEVELOPMENT OPPORTUNITIES - AS OF SEPTEMBER 30, 2021 (unaudited)
Future Opportunities Segment Property<br>Zoning<br>Sq. Ft.
PENN 15 (Hotel Pennsylvania site)(1) New York 2,052,000
PENN District - multiple other opportunities - office/residential/retail New York
260 Eleventh Avenue - office(2) New York 280,000
Undeveloped Land
57th Street (50% interest) New York 150,000
Eighth Avenue and 34th Street New York 105,000
527 West Kinzie, Chicago Other 330,000
Rego Park III (32.4% interest) New York
Total undeveloped land 585,000

____________________

(1)We have permanently closed the Hotel Pennsylvania and plan to develop an office tower on the site. Demolition of the existing building structure will commence in the fourth quarter of 2021.

(2)The building is subject to a ground lease which expires in 2114.

There can be no assurance that the above projects will be completed, completed on schedule or within budget.

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LEASING ACTIVITY (unaudited)
(Square feet in thousands)

The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with GAAP. Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.

New York 555 California Street
Office Retail theMART
Three Months Ended September 30, 2021
Total square feet leased 757 111 103 23
Our share of square feet leased: 672 105 103 16
Initial rent(1) $ 77.26 $ 109.61 $ 49.89 $ 113.77
Weighted average lease term (years) 7.6 26.4 7.9 3.3
Second generation relet space:
Square feet 629 95 62 12
GAAP basis:
Straight-line rent(2) $ 69.70 $ 94.80 $ 46.75 $ 114.08
Prior straight-line rent $ 66.88 $ 65.25 $ 41.16 $ 101.04
Percentage increase 4.2 % 45.3 % 13.6 % 12.9 %
Cash basis (non-GAAP):
Initial rent(1) $ 77.01 $ 79.79 $ 46.91 $ 112.29
Prior escalated rent $ 75.94 $ 66.73 $ 45.80 $ 109.08
Percentage increase 1.4 % 19.6 % 2.4 % 2.9 %
Tenant improvements and leasing commissions:
Per square foot $ 77.36 $ 43.61 $ 113.95 $ 23.74
Per square foot per annum $ 10.18 $ 1.65 $ 14.42 $ 7.11
Percentage of initial rent 13.2 % 1.5 % 28.9 % 6.2 %

________________________________

See notes on following page.

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LEASING ACTIVITY (unaudited)
(Square feet in thousands)

The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with GAAP. Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.

New York 555 California Street
Office Retail theMART
Nine Months Ended September 30, 2021
Total square feet leased 1,298 176 302 74
Our share of square feet leased: 1,122 158 302 52
Initial rent(1) $ 79.78 $ 142.70 $ 50.86 $ 114.70
Weighted average lease term (years) 8.8 21.0 6.0 4.0
Second generation relet space:
Square feet 911 107 256 48
GAAP basis:
Straight-line rent(2) $ 72.94 $ 129.24 $ 46.23 $ 106.73
Prior straight-line rent $ 72.12 $ 92.00 $ 45.96 $ 82.41
Percentage increase 1.1 % 40.5 % 0.6 % 29.5 %
Cash basis (non-GAAP):
Initial rent(1) $ 79.59 $ 114.24 $ 50.30 $ 114.39
Prior escalated rent $ 79.80 $ 98.89 $ 49.77 $ 91.22
Percentage (decrease) increase (0.3) % 15.5 % 1.1 % 25.4 %
Tenant improvements and leasing commissions:
Per square foot $ 98.10 $ 74.14 $ 47.00 $ 15.76
Per square foot per annum $ 11.11 $ 3.53 $ 7.83 $ 3.94
Percentage of initial rent 13.9 % 2.5 % 15.4 % 3.4 %

________________________________

(1)Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.

(2)Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases and includes the effect of free rent and periodic step-ups in rent.

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LEASE EXPIRATIONS (unaudited)<br>NEW YORK SEGMENT
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Weighted Average Annual<br>Rent of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office: Month to Month 4,000 $ 55,000 $ 13.75 %
Fourth Quarter 2021 154,000 8,967,000 58.23 0.8 %
First Quarter 2022 242,000 11,983,000 49.52 1.1 %
Second Quarter 2022 254,000 19,742,000 77.72 1.8 %
Third Quarter 2022 125,000 9,743,000 77.94 0.9 %
Fourth Quarter 2022 148,000 9,848,000 66.54 0.9 %
Total 2022 769,000 51,316,000 66.73 4.7 %
2023 1,440,000 132,292,000 91.87 12.1 %
2024 1,428,000 115,368,000 80.79 10.6 %
2025 727,000 58,874,000 80.98 5.4 %
2026 1,441,000 108,248,000 75.12 9.9 %
2027 1,147,000 83,137,000 72.48 7.6 %
2028 921,000 63,238,000 68.66 5.8 %
2029 1,173,000 93,424,000 79.65 8.6 %
2030 610,000 48,196,000 79.01 4.4 %
2031 841,000 73,443,000 87.33 6.7 %
Thereafter 3,679,000 (2) 252,547,000 68.65 23.4 %
Retail: Month to Month 20,000 $ 1,548,000 $ 77.40 0.6 %
Fourth Quarter 2021 27,000 4,817,000 178.41 1.8 %
First Quarter 2022 96,000 2,637,000 27.47 1.0 %
Second Quarter 2022 %
Third Quarter 2022 4,000 1,051,000 262.75 0.4 %
Fourth Quarter 2022 1,000 874,000 874.00 0.3 %
Total 2022 101,000 4,562,000 45.17 1.7 %
2023 22,000 20,337,000 924.41 7.8 %
2024 192,000 40,344,000 210.13 15.4 %
2025 40,000 12,442,000 311.05 4.7 %
2026 85,000 26,211,000 308.36 10.0 %
2027 31,000 16,915,000 545.65 6.5 %
2028 29,000 13,359,000 460.66 5.1 %
2029 46,000 19,305,000 419.67 7.4 %
2030 156,000 21,612,000 138.54 8.2 %
2031 89,000 28,663,000 322.06 10.9 %
Thereafter 304,000 51,856,000 170.58 19.9 %

________________________________

(1)    Excludes storage, vacancy and other.

(2)    Assumes U.S. Post Office exercises all lease renewal options through 2038 for 492,000 square feet at 909 Third Avenue given the below-market rent on their options.

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LEASE EXPIRATIONS (unaudited)<br>theMART
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Weighted Average Annual<br>Rent of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office / Showroom / Retail: Month to Month 5,000 $ 170,000 $ 34.00 0.1 %
Fourth Quarter 2021 76,000 3,804,000 50.05 2.4 %
First Quarter 2022 58,000 3,102,000 53.48 1.9 %
Second Quarter 2022 24,000 1,590,000 66.25 1.0 %
Third Quarter 2022 277,000 12,081,000 48.13 7.5 %
Fourth Quarter 2022 181,000 8,776,000 48.49 5.5 %
Total 2022 540,000 25,549,000 47.31 15.9 %
2023 288,000 15,118,000 52.49 9.4 %
2024 243,000 13,284,000 54.67 8.3 %
2025 347,000 19,331,000 55.71 12.0 %
2026 295,000 15,768,000 53.45 9.8 %
2027 176,000 9,213,000 52.35 5.7 %
2028 656,000 30,066,000 45.83 18.7 %
2029 101,000 4,722,000 46.75 2.9 %
2030 15,000 845,000 56.33 0.5 %
2031 294,000 13,240,000 45.03 8.2 %
Thereafter 208,000 9,499,000 45.67 6.1 %

________________________________

(1)    Excludes storage, vacancy and other.

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LEASE EXPIRATIONS (unaudited)<br>555 California Street
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Weighted Average Annual<br>Rent of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office / Retail: Month to Month $ $ %
Fourth Quarter 2021 %
First Quarter 2022 %
Second Quarter 2022 %
Third Quarter 2022 %
Fourth Quarter 2022 %
Total 2022 %
2023 133,000 10,409,000 78.26 10.0 %
2024 70,000 6,996,000 99.94 6.7 %
2025 282,000 24,586,000 87.18 23.7 %
2026 238,000 23,003,000 96.65 22.2 %
2027 65,000 5,877,000 90.42 5.7 %
2028 20,000 1,648,000 82.40 1.6 %
2029 82,000 7,951,000 96.96 7.7 %
2030 106,000 10,659,000 100.56 10.3 %
2031 %
Thereafter 173,000 12,581,000 72.72 12.1 %

________________________________

(1)    Excludes storage, vacancy and other.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
CONSOLIDATED
(Amounts in thousands) Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 51,370 $ 65,173 $ 93,226
Tenant improvements 51,615 65,313 98,261
Leasing commissions 19,126 18,626 18,229
Recurring tenant improvements, leasing commissions and other capital expenditures 122,111 149,112 209,716
Non-recurring capital expenditures(1) 9,915 64,624 30,374
Total capital expenditures and leasing commissions $ 132,026 $ 213,736 $ 240,090
Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for development and redevelopment expenditures:
Farley Office and Retail $ 171,036 $ 239,427 $ 265,455
PENN 1 129,521 105,392 51,168
PENN 2 63,121 76,883 28,719
PENN 15 (Hotel Pennsylvania site) 30,828 6,275 1,155
220 CPS 16,958 119,763 181,177
345 Montgomery Street 4,263 16,661 29,441
Other 28,918 37,519 91,941
$ 444,645 $ 601,920 $ 649,056

________________________________

(1)Primarily tenant improvements and leasing commissions on first generation space.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
NEW YORK SEGMENT
(Amounts in thousands)
Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 42,718 $ 53,543 $ 80,416
Tenant improvements 46,182 52,763 84,870
Leasing commissions 10,309 14,612 16,316
Recurring tenant improvements, leasing commissions and other capital expenditures 99,209 120,918 181,602
Non-recurring capital expenditures(1) 9,857 64,414 28,269
Total capital expenditures and leasing commissions $ 109,066 $ 185,332 $ 209,871
Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for development and redevelopment expenditures:
Farley Office and Retail $ 171,036 $ 239,427 $ 265,455
PENN 1 129,521 105,392 51,168
PENN 2 63,121 76,883 28,719
PENN 15 (Hotel Pennsylvania site) 30,828 6,275 1,155
Other 26,847 33,471 85,438
$ 421,353 $ 461,448 $ 431,935

________________________________

(1)Primarily tenant improvements and leasing commissions on first generation space.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
theMART
(Amounts in thousands) Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 3,595 $ 7,627 $ 9,566
Tenant improvements 4,302 5,859 9,244
Leasing commissions 1,997 3,173 827
Recurring tenant improvements, leasing commissions and other capital expenditures 9,894 16,659 19,637
Non-recurring capital expenditures(1) 58 210 332
Total capital expenditures and leasing commissions $ 9,952 $ 16,869 $ 19,969
Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for development and redevelopment expenditures:
Common area enhancements $ $ 3,063 $ 476
Other 2,071 948 1,846
$ 2,071 $ 4,011 $ 2,322

________________________________

(1)Primarily tenant improvements and leasing commissions on first generation space.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
555 CALIFORNIA STREET
(Amounts in thousands)
Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 5,057 $ 4,003 $ 3,244
Tenant improvements 1,131 6,691 4,147
Leasing commissions 6,820 841 1,086
Recurring tenant improvements, leasing commissions and other capital expenditures 13,008 11,535 8,477
Non-recurring capital expenditures(1) 1,773
Total capital expenditures and leasing commissions $ 13,008 $ 11,535 $ 10,250
Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for development and redevelopment expenditures:
345 Montgomery Street $ 4,263 $ 16,661 $ 29,441
Other 3,896
$ 4,263 $ 16,661 $ 33,337

________________________________

(1)Primarily tenant improvements and leasing commissions on first generation space.

CAPITAL EXPENDITURES (unaudited)
OTHER
(Amounts in thousands)
Nine Months Ended September 30, 2021
Year Ended December 31,
2020 2019
Amounts paid for development and redevelopment expenditures:
220 CPS $ 16,958 $ 119,763 $ 181,177
Other 37 285
$ 16,958 $ 119,800 $ 181,462
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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Joint Venture Name Asset<br>Category Percentage Ownership at September 30, 2021 Company's<br>Carrying<br>Amount Company's<br><br>Pro rata<br><br>Share of Debt(1) 100% of<br><br>Joint Venture Debt(1) Maturity Date(2) Spread over LIBOR Interest Rate
Fifth Avenue and Times Square JV Retail/Office 51.5% $ 2,771,904 $ 461,461 $ 950,000 Various Various Various
Alexander's Office/Retail 32.4% 80,477 377,312 1,164,544 Various Various Various
Partially owned office buildings/land:
280 Park Avenue Office/Retail 50.0% 83,551 600,000 1,200,000 09/24 L+173 1.81%
650 Madison Avenue Office/Retail 20.1% 96,857 161,024 800,000 12/29 N/A 3.49%
512 West 22nd Street Office/Retail 55.0% 62,131 70,742 128,622 06/24 L+200 2.08%
West 57th Street properties Office/Retail/Land 50.0% 43,664 10,000 20,000 12/22 L+160 1.69%
825 Seventh Avenue Office 50.0% 8,998 23,339 46,678 07/23 L+190 2.03%
61 Ninth Avenue Office/Retail 45.1% 3,132 75,543 167,500 01/26 L+135 1.44%
Other Office/Retail Various 6,726 17,465 50,150 Various Various Various
Other equity method investments:
Independence Plaza Residential/Retail 50.1% 55,855 338,175 675,000 07/25 N/A 4.25%
Rosslyn Plaza Office/Residential 43.7% to 50.4% 33,120 18,712 37,119 06/22 L+195 2.04%
Other Various Various 41,455 91,796 580,428 Various Various Various
$ 3,287,870 $ 2,245,569 $ 5,820,041
7 West 34th Street Office/Retail 53.0% (58,927) (3) 159,000 300,000 06/26 N/A 3.65%
85 Tenth Avenue Office/Retail 49.9% (16,906) (3) 311,875 625,000 12/26 N/A 4.55%
$ (75,833) $ 470,875 $ 925,000

________________________________

(1)Represents the contractual debt obligations. All amounts are non-recourse to us except the $300,000 mortgage loan on 7 West 34th Street and the $500,000 mortgage loan on 640 Fifth Avenue included in Fifth Avenue and Times Square JV.

(2)Represents the extended maturity for certain loans for which we have the unilateral right to extend.

(3)Our negative basis results from distributions in excess of our investment.

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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Percentage Ownership at September 30, 2021 Our Share of Net Income (Loss) for the Three Months Ended September 30, Our Share of NOI (non-GAAP) for the Three Months Ended September 30,
2021 2020 2021 2020
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Equity in net income 51.5% $ 12,671 (1) $ 7,694 $ 33,864 $ 32,250
Return on preferred equity, net of our share of the expense 9,430 9,430
Non-cash impairment loss (107,023)
22,101 (89,899) 33,864 32,250
Alexander's 32.4% 3,710 2,075 (2) 9,009 6,830 (2)
85 Tenth Avenue 49.9% (2,949) (1,786) 2,311 3,819
Independence Plaza 50.1% (1,860) (1,877) 3,983 4,086
One Park Avenue(3) (3) 1,759 3,784 2,692 6,291
7 West 34th Street 53.0% 1,116 1,009 3,633 3,518
280 Park Avenue 50.0% 1,087 3,625 9,636 11,930
61 Ninth Avenue 45.1% 761 763 1,777 1,693
512 West 22nd Street 55.0% (184) (196) 1,591 1,450
650 Madison Avenue 20.1% (176) (409) 3,105 2,841
West 57th Street properties 50.0% 68 (371) 349 (83)
Other, net Various (441) 1,937 1,269 1,212
24,992 (81,345) 73,219 75,837
Other:
Alexander's corporate fee income 32.4% 1,085 1,296 519 710
Rosslyn Plaza 43.7% to 50.4% 319 64 988 1,144
Other, net Various (127) (924) 918 484
1,277 436 2,425 2,338
Total $ 26,269 $ (80,909) $ 75,644 $ 78,175

______________________________

(1)2021 includes a $3,177 decrease in our share of depreciation and amortization expense compared to the prior year period primarily resulting from non-cash impairment losses recognized during 2020.

(2)2020 includes our $3,139 share of write-offs of lease receivables deemed uncollectible.

(3)On August 5, 2021, we increased our ownership interest in One Park Avenue to 100.0% by acquiring our joint venture partner's 45.0% ownership interest in the property. Accordingly, we consolidated the accounts of the property from the date of acquisition.

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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Percentage Ownership at September 30, 2021 Our Share of Net Income (Loss) for the Nine Months Ended September 30, Our Share of NOI (non-GAAP) for the Nine Months Ended September 30,
2021 2020 2021 2020
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Equity in net income 51.5% $ 32,314 (1) $ 13,631 (2) $ 95,532 $ 91,945 (2)
Return on preferred equity, net of our share of the expense 27,985 27,926
Non-cash impairment loss (413,349)
60,299 (371,792) 95,532 91,945
Alexander's 32.4% 17,764 (3) 7,420 (4) 28,567 25,653 (4)
One Park Avenue(5) (5) 11,518 7,232 17,348 15,540
85 Tenth Avenue 49.9% (8,469) (4,597) 7,104 12,135
Independence Plaza 50.1% (5,129) (2,041) 12,269 15,148
280 Park Avenue 50.0% 3,851 3,872 29,002 30,067
7 West 34th Street 53.0% 3,377 3,113 10,940 10,662
61 Ninth Avenue 45.1% 2,345 2,222 5,396 5,306
650 Madison Avenue 20.1% (1,157) (1,305) 9,014 8,434
West 57th Street properties 50.0% (622) (955) 226 (75)
512 West 22nd Street 55.0% (591) (1,045) 4,602 3,207
Other, net Various (84) 1,476 4,392 3,274
83,102 (356,400) 224,392 221,296
Other:
Alexander's corporate fee income 32.4% 3,622 (3) 3,778 1,789 2,016
Rosslyn Plaza 43.7% to 50.4% 1,051 302 3,078 3,622
Other, net Various (1,007) (1,359) 2,376 2,609
3,666 2,721 7,243 8,247
Total $ 86,768 $ (353,679) $ 231,635 $ 229,543

____________________________

(1)2021 includes a $14,282 decrease in our share of depreciation and amortization expense compared to the prior year period primarily resulting from non-cash impairment losses recognized during 2020.

(2)2020 includes $2,997 of write-offs of lease receivables deemed uncollectible.

(3)On June 4, 2021, Alexander's completed the sale of a parcel of land in the Bronx, New York for $10,000. As a result of the sale, we recognized our $2,956 share of the net gain and also received a $300 sales commission paid by Alexander's.

(4)2020 includes our $4,846 share of write-offs of lease receivables deemed uncollectible.

(5)On August 5, 2021, we increased our ownership interest in One Park Avenue to 100.0% by acquiring our joint venture partner's 45.0% ownership interest in the property. Accordingly, we consolidated the accounts of the property from the date of acquisition.

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CAPITAL STRUCTURE (PRO FORMA(1)) (unaudited)
(Amounts in thousands, except per share and per unit amounts)
As of
September 30, 2021
Debt (contractual balances) (non-GAAP):
Consolidated debt(2):
Mortgages payable $ 6,104,615
Senior unsecured notes 1,200,000
800 Million unsecured term loan 800,000
2.75 Billion unsecured revolving credit facilities 575,000
8,679,615
Pro rata share of debt of non-consolidated entities 2,716,444
Less: Noncontrolling interests' share of consolidated debt(primarily 1290 Avenue of the Americas and 555 California Street) (682,059)
10,714,000 (A)
Liquidation Preference
Perpetual Preferred(1):
3.25% preferred units (D-17) (141,400 units @ 25 per unit) 3,535
5.40% Series L preferred shares $ 25.00 300,000
5.25% Series M preferred shares 25.00 319,500
5.25% Series N preferred shares 25.00 300,000
4.45% Series O preferred shares 25.00 300,000
1,223,035 (B)
September 30, 2021 Common Share Price
Equity:
Common shares $ 42.01 8,052,519
Class A units 42.01 542,307
Convertible share equivalents:
Equity awards - unit equivalents 42.01 48,816
D-13 preferred units 42.01 46,673
G1-G4 units 42.01 3,403
Series A preferred shares 42.01 1,050
8,694,768 (C)
Total Market Capitalization (A+B+C) $ 20,631,803

All values are in US Dollars.

________________________________

(1)In September 2021, we called for redemption all of the outstanding 5.70% Series K cumulative preferred shares. These shares were redeemed on October 13, 2021. In addition, the outstanding Series D-16 cumulative preferred unit was redeemed on October 18, 2021. As a result, we reclassified all of the outstanding Series K and D-16 preferred shares/units to liabilities on our consolidated balance sheet as of September 30, 2021.

(2)See reconciliation of consolidated debt, net (GAAP) to contractual debt (non-GAAP) on page xiv in the Appendix.

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COMMON SHARES DATA (NYSE: VNO) (unaudited)
Vornado Realty Trust common shares are traded on the New York Stock Exchange ("NYSE") under the symbol VNO. Below is a summary of performance and dividends for VNO common shares (based on NYSE prices):
Third Quarter 2021 Second Quarter 2021 First Quarter 2021 Fourth Quarter 2020
High price $ 47.86 $ 50.91 $ 49.50 $ 43.35
Low price $ 40.17 $ 44.12 $ 35.02 $ 29.79
Closing price - end of quarter $ 42.01 $ 46.67 $ 45.39 $ 37.34
Annualized quarterly dividend per share $ 2.12 $ 2.12 $ 2.12 $ 2.12
Annualized dividend yield - on closing price 5.0 % 4.5 % 4.7 % 5.7 %
Outstanding shares, Class A units and convertible preferred units as converted (in thousands) 206,969 206,595 206,600 206,304
Closing market value of outstanding shares, Class A units and convertible preferred units as converted $ 8.7 Billion $ 9.6 Billion $ 9.4 Billion $ 7.7 Billion
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DEBT ANALYSIS (unaudited)
(Amounts in thousands)
As of September 30, 2021
Total Variable Fixed
(Contractual debt balances) (non-GAAP) Amount Weighted<br>Average<br>Interest Rate Amount Weighted<br>Average<br>Interest Rate Amount Weighted<br>Average<br>Interest Rate
Consolidated debt(1) $ 8,679,615 2.51% $ 3,589,615 1.56% $ 5,090,000 3.19%
Pro rata share of debt of non-consolidated entities 2,716,444 2.82% 1,262,121 1.76% 1,454,323 3.73%
Total 11,396,059 2.59% 4,851,736 1.61% 6,544,323 3.31%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street) (682,059) (397,059) (285,000)
Company's pro rata share of total debt $ 10,714,000 2.59% $ 4,454,677 1.58% $ 6,259,323 3.31%
Debt Covenant Ratios:(2) Senior Unsecured Notes due 2025, 2026 and 2031 Unsecured Revolving Credit Facilities<br>and Unsecured Term Loan
--- --- --- --- ---
Required Actual Required Actual
Total outstanding debt/total assets(3) Less than 65% 45% Less than 60% 38%
Secured debt/total assets Less than 50% 31% Less than 50% 28%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense) Greater than 1.50 2.88 N/A
Fixed charge coverage N/A Greater than 1.40 2.68
Unencumbered assets/unsecured debt Greater than 150% 398% N/A
Unsecured debt/cap value of unencumbered assets N/A Less than 60% 21%
Unencumbered coverage ratio N/A Greater than 1.50 4.96 Unencumbered EBITDA (non-GAAP)(2):
--- --- ---
Q3 2021<br>Annualized
New York $ 194,528
Other 76,680
Total $ 271,208

________________________________

(1)See reconciliation of consolidated debt, net (GAAP) to contractual debt (non-GAAP) on page xiv in the Appendix.

(2)Our debt covenant ratios are computed in accordance with the terms of our senior unsecured notes, unsecured revolving credit facilities, and unsecured term loan, as applicable. The methodology used for these computations may differ significantly from similarly titled ratios of other companies. For additional information regarding the methodology used to compute these ratios, please see our filings with the SEC of our revolving credit facilities, senior debt indentures and applicable prospectuses and prospectus supplements.

(3)Total assets include EBITDA capped at 7.0% under the senior unsecured notes due 2025, 2026 and 2031 and 6.0% under the unsecured revolving credit facilities and unsecured term loan.

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CONSOLIDATED DEBT MATURITIES (CONTRACTUAL BALANCES) (NON-GAAP) (unaudited)
(Amounts in thousands)
Property Maturity<br><br>Date (1) Spread over<br>LIBOR Interest <br>Rate 2021 2022 2023 2024 2025 Thereafter Total
770 Broadway 03/22 L+175 1.83% $ $ 700,000 $ $ $ $ $ 700,000
1290 Avenue of the Americas 11/22 3.34% 950,000 950,000
$800 Million unsecured term loan 02/24 3.70% (2) 800,000 800,000
435 Seventh Avenue - retail 02/24 L+130 1.38% 95,696 95,696
$1.5 Billion unsecured revolving credit facility 03/24 L+90 0.99% 575,000 575,000
100 West 33rd Street - office and retail 04/24 L+155 1.63% 580,000 580,000
150 West 34th Street 05/24 L+188 1.96% 205,000 205,000
606 Broadway 09/24 L+180 1.89% 74,119 74,119
33-00 Northern Boulevard 01/25 4.14% (3) 100,000 100,000
Senior unsecured notes due 2025 01/25 3.50% 450,000 450,000
4 Union Square South - retail 08/25 L+140 1.49% 120,000 120,000
PENN 11 10/25 3.03% (4) 500,000 500,000
888 Seventh Avenue 12/25 L+170 1.78% 304,800 304,800
One Park Avenue 03/26 L+111 1.19% 525,000 525,000
$1.25 Billion unsecured revolving credit facility 04/26 L+89 (5) —%
Senior unsecured notes due 2026 06/26 2.15% 400,000 400,000
350 Park Avenue 01/27 3.92% 400,000 400,000
555 California Street 05/28 2.19% (6) 1,200,000 1,200,000
909 Third Avenue 04/31 3.23% 350,000 350,000
Senior unsecured notes due 2031 06/31 3.40% 350,000 350,000
$ $ 1,650,000 $ $ 2,329,815 $ 1,474,800 $ 3,225,000 $ 8,679,615
Weighted average rate —% 2.70% —% 2.21% 2.86% 2.48% 2.51%
Fixed rate debt $ $ 950,000 $ $ 750,000 $ 1,050,000 $ 2,340,000 $ 5,090,000
Fixed weighted average rate expiring —% 3.34% —% 3.87% 3.33% 2.84% 3.19%
Floating rate debt $ $ 700,000 $ $ 1,579,815 $ 424,800 $ 885,000 $ 3,589,615
Floating weighted average rate expiring —% 1.83% —% 1.42% 1.70% 1.53% 1.56%

________________________________

(1)Represents the extended maturity for certain loans in which we have the unilateral right to extend.

(2)Pursuant to an existing swap agreement, $750,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000 floats at a rate of LIBOR plus 1.00% (1.09% as of September 30, 2021). The entire $800,000 will float thereafter for the duration of the loan.

(3)Pursuant to an existing swap agreement, the loan bears interest at 4.14% through January 2025. The rate was swapped from LIBOR plus 1.80% (1.89% as of September 30, 2021).

(4)Pursuant to an existing swap agreement, the loan bears interest at 3.03% through March 2024. The rate was swapped from LIBOR plus 2.75% (2.83% as of September 30, 2021).

(5)Pursuant to the $1.25 billion unsecured revolving credit facility agreement, we subsequently qualified for a sustainability margin adjustment by achieving certain KPI metrics, which reduced our interest rate by 0.01% to LIBOR plus 0.89% from LIBOR plus 0.90%.

(6)Pursuant to an existing swap agreement, our $840,000 share of the loan bears interest at a fixed rate of 2.26% through May 2024, and the balance of $360,000 floats at a rate of LIBOR plus 1.93% (2.02% as of September 30, 2021). The entire $1,200,000 will float thereafter for the duration of the loan.

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TOP 30 TENANTS (unaudited)
(Amounts in thousands, except square feet) Tenants Square<br><br>Footage<br><br>At Share(1) Annualized<br><br>Revenues<br><br>At Share<br><br>(non-GAAP)(1) % of Annualized<br><br>Revenues<br><br>At Share<br><br>(non-GAAP)(2)
--- --- --- --- --- ---
Facebook 1,451,153 $ 156,778 7.9 %
IPG and affiliates 967,552 66,544 3.3 %
New York University 632,628 42,267 2.1 %
Google/Motorola Mobility (guaranteed by Google) 759,446 40,238 2.0 %
Bloomberg L.P. 304,385 38,359 1.9 %
Equitable Financial Life Insurance Company 336,644 35,733 1.8 %
Verizon Media Group 327,138 32,556 1.6 %
Swatch Group USA 14,949 32,249 1.6 %
Amazon (including its Whole Foods subsidiary) 312,694 29,269 1.5 %
The City of New York 583,275 25,507 1.3 %
Neuberger Berman Group LLC 306,612 25,337 1.3 %
Madison Square Garden & Affiliates 409,215 24,047 1.2 %
Bank of America 247,459 23,844 1.2 %
AMC Networks, Inc. 326,717 23,532 1.2 %
LVMH Brands 65,060 22,049 1.1 %
Apple 336,755 19,448 1.0 %
Victoria's Secret (guaranteed by L Brands, Inc.) 33,156 18,873 0.9 %
PwC 241,196 18,008 0.9 %
Macy's 250,350 16,863 0.8 %
Fast Retailing (Uniqlo) 47,167 13,535 0.7 %
Cushman & Wakefield 127,485 13,087 0.7 %
Citadel 119,421 12,141 0.6 %
Foot Locker 149,987 11,640 0.6 %
Hollister 11,302 11,202 0.6 %
Axon Capital 93,127 10,808 0.5 %
Kirkland & Ellis LLP 106,751 10,785 0.5 %
Forest Laboratories (guaranteed by ABBVIE Inc.) 168,673 10,544 0.5 %
Alston & Bird LLP 126,872 10,288 0.5 %
Manufacturers & Traders Trust 102,622 10,236 0.5 %
WSP USA 172,666 9,976 0.5 %
40.8 %

________________________________

(1)Includes leases not yet commenced.

(2)See reconciliation of our annualized revenue at share on page xiv in the Appendix.

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SQUARE FOOTAGE (unaudited)
(Square feet in thousands)
At Vornado's Share
At<br>100% Under Development or Not Available for Lease In Service
Total Office Retail Showroom Other
Segment:
New York:
Office 20,613 17,930 2,027 15,720 183
Retail 2,647 2,195 425 1,770
Residential - 1,674 units 1,518 786 786
Alexander's (32.4% interest), including 312 residential units 2,454 796 77 297 340 82
27,232 21,707 2,529 16,017 2,110 183 868
Other:
theMART 3,900 3,891 208 2,071 100 1,296 216
555 California Street (70% interest) 1,818 1,274 55 1,186 33
Other 2,845 1,346 192 212 831 111
8,563 6,511 455 3,469 964 1,296 327
Total square feet at September 30, 2021 35,795 28,218 2,984 19,486 3,074 1,479 1,195
Total square feet at June 30, 2021 35,832 27,833 3,010 19,076 3,052 1,495 1,200
Parking Garages (not included above): Square Feet Number of <br>Garages Number of <br>Spaces
New York 1,669 10 4,875
theMART 558 4 1,637
555 California Street 168 1 453
Rosslyn Plaza 411 4 1,094
Total at September 30, 2021 2,806 19 8,059
  • 38 -

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OCCUPANCY (unaudited)
New York theMART 555 California Street
Occupancy rate at:
September 30, 2021 90.4 % 89.6 % 98.1 %
June 30, 2021 90.0 % 89.1 % 97.8 %
December 31, 2020 92.2 % 89.5 % 98.4 %
September 30, 2020 94.3 % 89.8 % 98.4 %
RESIDENTIAL STATISTICS (unaudited)
--- --- --- --- ---
Vornado's Ownership Interest
Number of Units Number of Units Occupancy Rate Average Monthly<br>Rent Per Unit
New York:
September 30, 2021 1,986 951 95.9% $3,756
June 30, 2021 1,994 959 92.1% $3,741
December 31, 2020 1,995 960 84.9% $3,711
September 30, 2020 1,996 960 85.2% $3,718
  • 39 -

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GROUND LEASES (unaudited)
(Amounts in thousands, except square feet)
Property Current Annual<br>Rent at Share Next Option Renewal Date Fully Extended<br>Lease Expiration Rent Increases and Other Information
Consolidated:
New York:
Farley (95% interest) $ 4,750 None 2116 None
PENN 1:
Land 2,500 2023 2098 Three 25-year renewal options at fair market value ("FMV").
Long Island Railroad Concourse Retail (1) 2023 2098 Three 25-year renewal options. Rent increases at a rate based on the increase in gross income reduced by the increase in real estate taxes and operating expenses. The next rent increase occurs in 2028 and every ten years thereafter.
260 Eleventh Avenue 4,318 None 2114 Rent increases annually by the lesser of CPI or 1.5% compounded. We have a purchase option exercisable at a future date for $110,000 increased annually by the lesser of CPI or 1.5% compounded.
888 Seventh Avenue 3,350 2028 2067 Two 20-year renewal options at FMV.
Piers 92 & 94 1,000 2060 2110 None
330 West 34th Street -<br>65.2% ground leased TBD (2) 2021 2149 Three 30-year and one 39-year renewal option at FMV.
909 Third Avenue 1,600 2041 2063 One 22-year renewal option at current annual rent.
962 Third Avenue (the Annex building to 150 East 58th Street) - 50.0% ground leased 666 None 2118 Rent resets every ten years to FMV.
Other:
Wayne Town Center 4,734 2035 2064 Two 10-year renewal options and one 9-year renewal option. Rent increases annually by the greater of CPI or 6%.
Annapolis 328 None 2042 Fixed rent increases to $650 per annum in 2022 and to $750 per annum in 2032.
Unconsolidated:
61 Ninth Avenue<br><br>(45.1% interest) 3,553 None 2115 Rent increases in April 2023 and every three-years thereafter based on CPI, subject to a cap. In 2051, 2071 and 2096, rent resets based on the increase in the property's gross revenue net of real estate taxes, if greater than the CPI reset.
Flushing (Alexander's)<br><br>(32.4% interest) 259 2027 2037 One 10-year renewal option at 90% of FMV.

________________________________

(1)In December 2020, we entered into an agreement with the Metropolitan Transportation Authority (the “MTA”) to oversee the redevelopment of the Long Island Rail Road Concourse at Penn Station (the "Concourse"). In connection with the redevelopment, we entered into an agreement with the MTA which will result in the widening of the Concourse to relieve overcrowding and our trading of 15,000 square feet of back of house space for 22,000 square feet of retail frontage space.

(2)FMV rent reset for 30-year renewal term is in arbitration and, when finalized, will be retroactively applied to January 1, 2021. The prior rent was $1,906 per annum at share.

  • 40 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK:
PENN District:
PENN 1
(ground leased through 2098)** Cisco, Hartford Fire Insurance, Empire Healthchoice Assurance, Inc.*,
-Office 100.0 % 81.9 % $ 69.54 2,281,000 2,112,000 169,000 United Healthcare Services, Inc., Siemens Mobility, WSP USA
-Retail 100.0 % 100.0 % 297.69 266,000 35,000 231,000 Bank of America, Starbucks
100.0 % 82.1 % 73.17 2,547,000 2,147,000 400,000 $
PENN 2
-Office 100.0 % 100.0 % 57.53 1,577,000 413,000 1,164,000 Madison Square Garden, EMC
-Retail 100.0 % 100.0 % 212.53 43,000 15,000 28,000 Chase Manhattan Bank
100.0 % 100.0 % 62.96 1,620,000 428,000 1,192,000 575,000 (3)
PENN 11
Apple, Madison Square Garden, AMC Networks, Inc.,
-Office 100.0 % 100.0 % 65.46 1,113,000 1,113,000 TIBCO Software Inc., Macy's
-Retail 100.0 % 80.1 % 140.88 40,000 40,000 PNC Bank National Association, Starbucks
100.0 % 99.3 % 67.58 1,153,000 1,153,000 500,000
100 West 33rd Street
-Office 100.0 % 100.0 % 69.36 859,000 859,000 398,402 IPG and affiliates
Manhattan Mall
-Retail 100.0 % 5.3 % 143.88 256,000 256,000 181,598 Aeropostale
330 West 34th Street
(65.2% ground leased through 2149)** Structure Tone,
-Office 100.0 % 73.8 % 73.77 703,000 703,000 Deutsch, Inc., Web.com, Footlocker, Home Advisor, Inc.
-Retail 100.0 % 53.6 % 141.62 21,000 21,000 Starbucks
100.0 % 73.4 % 74.80 724,000 724,000 50,150 (4)
435 Seventh Avenue
-Retail 100.0 % 100.0 % 35.22 43,000 43,000 95,696 Forever 21
7 West 34th Street
-Office 53.0 % 100.0 % 76.83 458,000 458,000 Amazon
-Retail 53.0 % 89.2 % 367.58 19,000 19,000 Amazon, Lindt, Naturalizer (guaranteed by Caleres)
53.0 % 99.6 % 87.45 477,000 477,000 300,000
431 Seventh Avenue
-Retail 100.0 % % 10,000 10,000
138-142 West 32nd Street
-Retail 100.0 % 100.0 % 120.52 8,000 8,000
150 West 34th Street
-Retail 100.0 % 100.0 % 112.53 78,000 78,000 205,000 Old Navy
  • 41 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
PENN District (Continued):
137 West 33rd Street
-Retail 100.0 % 100.0 % $ 95.52 3,000 3,000 $
131-135 West 33rd Street
-Retail 100.0 % 100.0 % 56.74 23,000 23,000
Other (3 buildings)
-Retail 100.0 % 100.0 % 181.02 16,000 16,000
Total PENN District 7,817,000 6,225,000 1,592,000 2,305,846
Midtown East:
909 Third Avenue
(ground leased through 2063)** IPG and affiliates, Forest Laboratories,
-Office 100.0 % 96.7 % 63.24 (5) 1,350,000 1,350,000 350,000 Geller & Company, Morrison Cohen LLP,
United States Post Office, Thomson Reuters LLC, Sard Verbinnen
150 East 58th Street(6)
-Office 100.0 % 87.5 % 77.91 542,000 542,000 Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail 100.0 % 13.1 % 17.86 3,000 3,000
100.0 % 87.1 % 77.87 545,000 545,000
715 Lexington Avenue
-Retail 100.0 % 100.0 % 258.30 22,000 10,000 12,000 Orangetheory Fitness, Casper, Santander Bank
966 Third Avenue
-Retail 100.0 % 100.0 % 102.04 7,000 7,000 McDonald's
968 Third Avenue
-Retail 50.0 % 100.0 % 171.82 7,000 7,000 Wells Fargo
Total Midtown East 1,931,000 1,919,000 12,000 350,000
Midtown West:
888 Seventh Avenue
(ground leased through 2067)** Axon Capital LP, Lone Star US Acquisitions LLC,
-Office 100.0 % 92.6 % 95.87 872,000 872,000 Vornado Executive Headquarters, United Talent Agency
-Retail 100.0 % 100.0 % 167.61 15,000 15,000 Redeye Grill L.P.
100.0 % 92.6 % 96.56 887,000 887,000 304,800
57th Street - 2 buildings
-Office 50.0 % 80.6 % 60.76 81,000 81,000
-Retail 50.0 % 100.0 % 113.91 22,000 22,000
50.0 % 83.9 % 71.32 103,000 103,000 20,000
825 Seventh Avenue
-Office 50.0 % 44.6 % 59.53 168,000 168,000 168,000 46,678 Young Adult Institute Inc.*
-Retail 100.0 % 48.6 % 72.57 4,000 4,000
51.2 % 44.7 % 59.86 172,000 172,000 172,000 46,678
Total Midtown West 1,162,000 1,162,000 371,478
  • 42 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Park Avenue:
280 Park Avenue Cohen & Steers Inc., Franklin Templeton Co. LLC,
-Office 50.0 % 98.0 % $ 108.79 1,236,000 1,236,000 PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail 50.0 % 100.0 % 82.26 28,000 28,000 Scottrade Inc., Starbucks, Fasano Restaurant
50.0 % 98.1 % 108.19 1,264,000 1,264,000 $ 1,200,000
350 Park Avenue Citadel, Kissinger Associates Inc., Marshall Wace North America,
-Office 100.0 % 72.3 % 102.77 563,000 563,000 M&T Bank, Square Mile Capital Management
-Retail 100.0 % 91.5 % 263.23 18,000 18,000 Fidelity Investments, AT&T Wireless, Valley National Bank
100.0 % 72.8 % 108.87 581,000 581,000 400,000
Total Park Avenue 1,845,000 1,845,000 1,600,000
Grand Central:
90 Park Avenue Alston & Bird, Capital One, PwC, MassMutual,
-Office 100.0 % 100.0 % 79.57 938,000 938,000 Factset Research Systems Inc., Foley & Lardner
-Retail 100.0 % 72.8 % 161.06 18,000 18,000 Citibank, Starbucks
100.0 % 99.5 % 80.66 956,000 956,000
510 Fifth Avenue
-Retail 100.0 % 51.5 % 226.62 66,000 66,000 The North Face
Total Grand Central 1,022,000 1,022,000
Madison/Fifth:
640 Fifth Avenue Fidelity Investments, Abbott Capital Management*,
-Office 52.0 % 82.9 % 101.95 246,000 246,000 Avolon Aerospace, GCA Savvian Inc.
-Retail 52.0 % 96.1 % 1,028.74 69,000 69,000 Victoria's Secret (guaranteed by L Brands, Inc.), Dyson
52.0 % 84.9 % 261.29 315,000 315,000 500,000
666 Fifth Avenue
-Retail 52.0 % 100.0 % 506.06 114,000(7) 114,000 Fast Retailing (Uniqlo), Hollister, Tissot
595 Madison Avenue LVMH Moet Hennessy Louis Vuitton Inc.*
-Office 100.0 % 76.0 % 80.66 299,000 299,000 Albea Beauty Solutions, Aerin LLC
-Retail 100.0 % 100.0 % 717.82 32,000 32,000 Fendi, Berluti, Christofle Silver Inc.
100.0 % 77.6 % 132.92 331,000 331,000
650 Madison Avenue Memorial Sloan Kettering Cancer Center, Sotheby's International Realty, Inc.,
-Office 20.1 % 94.1 % 112.18 564,000 564,000 Polo Ralph Lauren, Willett Advisors LLC (Bloomberg Philanthropies)
-Retail 20.1 % 100.0 % 969.74 37,000 37,000 Moncler USA Inc., Tod's, Celine, Domenico Vacca, Balmain
20.1 % 94.3 % 147.93 601,000 601,000 800,000
689 Fifth Avenue
-Office 52.0 % 100.0 % 94.13 81,000 81,000 Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail 52.0 % 9.3 % 3,921.24 17,000 17,000 MAC Cosmetics
52.0 % 85.3 % 161.94 98,000 98,000
655 Fifth Avenue
-Retail 50.0 % 100.0 % 272.85 57,000 57,000 Ferragamo
697-703 Fifth Avenue
-Retail 44.8 % 100.0 % 3,379.04 26,000 26,000 450,000 Swatch Group USA, Harry Winston
Total Madison/Fifth 1,542,000 1,542,000 1,750,000
  • 43 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Midtown South:
770 Broadway
-Office 100.0 % 100.0 % $ 103.07 1,077,000 1,077,000 Facebook, Verizon Media Group
-Retail 100.0 % 92.0 % 87.63 105,000 105,000 Bank of America N.A., Wegmans Food Markets
100.0 % 99.3 % 101.88 1,182,000 1,182,000 $ 700,000
One Park Avenue New York University, Clarins USA Inc.,
BMG Rights Management LLC, Robert A.M. Stern Architect,
-Office 100.0 % 97.5 % 66.55 865,000 865,000 automotiveMastermind
-Retail 100.0 % 90.6 % 83.56 78,000 78,000 Bank of Baroda, Citibank, Equinox
100.0 % 97.0 % 67.84 943,000 943,000 525,000
4 Union Square South
-Retail 100.0 % 99.3 % 121.80 204,000 204,000 120,000 Burlington, Whole Foods Market, DSW, Sephora
692 Broadway
-Retail 100.0 % 100.0 % 95.83 36,000 36,000 Equinox, Verizon Media Group
Total Midtown South 2,365,000 2,365,000 1,345,000
Rockefeller Center:
1290 Avenue of the Americas Equitable Financial Life Insurance Company, Hachette Book Group Inc.,
Bryan Cave LLP, Neuberger Berman Group LLC, SSB Realty LLC,
Cushman & Wakefield, Columbia University, LinkLaters, Venable LLP
-Office 70.0 % 100.0 % 89.38 2,043,000 2,043,000 Fubotv Inc*
-Retail 70.0 % 84.1 % 292.23 77,000 77,000 Duane Reade, JPMorgan Chase Bank, Sovereign Bank, Starbucks
70.0 % 99.6 % 94.08 2,120,000 2,120,000 950,000
Wall Street/Downtown:
40 Fulton Street
-Office 100.0 % 81.0 % 54.50 246,000 246,000 Safety National Casualty Corp, Fortune Media Corp.
-Retail 100.0 % 100.0 % 118.82 5,000 5,000 TD Bank
100.0 % 81.3 % 55.98 251,000 251,000
SoHo:
478-486 Broadway - 2 buildings
-Retail 100.0 % 100.0 % 298.36 69,000 13,000 56,000 Madewell, J. Crew
-Residential (10 units) 100.0 % 90.0 % 20,000 20,000
100.0 % 89,000 33,000 56,000
606 Broadway (19 East Houston Street)
-Office 50.0 % 100.0 % 119.01 30,000 30,000 WeWork
-Retail 50.0 % 100.0 % 655.37 6,000 6,000 HSBC, Harman International
50.0 % 100.0 % 189.55 36,000 36,000 74,119
443 Broadway
-Retail 100.0 % % 16,000 16,000
  • 44 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
SoHo (Continued):
304 Canal Street
-Retail 100.0 % 100.0 % $ 47.79 4,000 4,000 Stellar Works
-Residential (4 units) 100.0 % 100.0 % 9,000 9,000
100.0 % 13,000 13,000 $
334 Canal Street
-Retail 100.0 % 100.0 % 30.36 4,000 4,000
-Residential (4 units) 100.0 % 100.0 % 10,000 10,000
100.0 % 14,000 14,000
155 Spring Street
-Retail 100.0 % 88.6 % 133.20 50,000 50,000 Vera Bradley
148 Spring Street
-Retail 100.0 % 72.7 % 243.32 8,000 8,000 Dr. Martens
150 Spring Street
-Retail 100.0 % 74.2 % 92.84 6,000 6,000
-Residential (1 unit) 100.0 % 100.0 % 1,000 1,000
100.0 % 7,000 7,000
Total SoHo 233,000 177,000 56,000 74,119
Times Square:
1540 Broadway Forever 21, Disney, Sunglass Hut,
-Retail 52.0 % 79.9 % 173.08 161,000 161,000 MAC Cosmetics, U.S. Polo
1535 Broadway
-Retail 52.0 % 95.3 % 1,103.60 45,000 45,000 T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre 52.0 % 100.0 % 14.43 62,000 62,000 Nederlander-Marquis Theatre
52.0 % 98.2 % 411.44 107,000 107,000
Total Times Square 268,000 268,000
Upper East Side:
1131 Third Avenue
-Retail 100.0 % 100.0 % 188.82 23,000 23,000 Nike, Crunch LLC, J.Jill
759-771 Madison Avenue (40 East 66th Street)
-Residential (4 units) 100.0 % 100.0 % 10,000 10,000
Total Upper East Side 33,000 33,000
Long Island City:
33-00 Northern Boulevard (Center Building)
-Office 100.0 % 92.0 % 36.46 471,000 471,000 100,000 The City of New York, NYC Transit Authority
  • 45 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office 100.0 % 100.0 % $ 51.92 184,000 184,000 $ The City of New York
85 Tenth Avenue
-Office 49.9 % 71.2 % 93.31 588,000 588,000 Google, Telehouse International Corp., L-3 Communications
-Retail 49.9 % 75.6 % 92.35 43,000 43,000 L'Atelier
49.9 % 71.5 % 93.25 631,000 631,000 625,000
537 West 26th Street
-Retail 100.0 % 100.0 % 132.01 17,000 17,000 The Chelsea Factory Inc.
61 Ninth Avenue (2 buildings)
(ground leased through 2115)**
-Office 45.1 % 100.0 % 130.25 155,000 155,000 Aetna Life Insurance Company
-Retail 45.1 % 55.1 % 356.72 37,000 37,000 Starbucks
45.1 % 94.5 % 146.54 192,000 192,000 167,500
512 West 22nd Street Warner Media, Next Jump, Pura Vida Investments*,
-Office 55.0 % 67.0 % 119.85 164,000 164,000 Capricorn Investment Group*
-Retail 55.0 % 100.0 % 98.32 8,000 8,000 Galeria Nara Roesler, Harper's Books*
55.0 % 68.6 % 118.40 172,000 172,000 128,622
Total Chelsea/Meatpacking District 1,196,000 1,196,000 921,122
Upper West Side:
50-70 W 93rd Street
-Residential (324 units) 49.9 % 95.7 % 283,000 283,000 83,500
Tribeca:
Independence Plaza
-Residential (1,327 units) 50.1 % 96.4 % 1,185,000 1,185,000
-Retail 50.1 % 100.0 % 66.98 73,000 64,000 9,000 Duane Reade
50.1 % 1,258,000 1,249,000 9,000 675,000
339 Greenwich Street
-Retail 100.0 % 100.0 % 68.57 8,000 8,000 Sarabeth's
Total Tribeca 1,266,000 1,257,000 9,000 675,000
New Jersey:
Paramus
-Office 100.0 % 85.2 % 24.92 129,000 129,000 Vornado's Administrative Headquarters
  • 46 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br>(non-GAAP)<br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Property under Development:
Farley Office and Retail<br><br>(ground and building leased through 2116)**
-Office 95.0 % $ 730,000 730,000 Facebook*
-Retail 95.0 % 100.0 % 367.25 114,000 15,000 99,000 Duane Reade, Magnolia Bakery, Starbucks, Birch Coffee*, H&H Bagels
95.0 % 100.0 % 367.25 844,000 15,000 829,000 $
Properties to be Developed:
PENN 15 (Hotel Pennsylvania site)
-Land 100.0 %
57th Street
-Land 50.0 %
Eighth Avenue and 34th Street
-Land 100.0 %
New York Office:
Total 91.6 % $ 81.37 20,613,000 18,550,000 2,063,000 $ 8,641,152
Vornado's Ownership Interest 91.6 % $ 78.23 17,930,000 15,903,000 2,027,000 $ 6,207,115
New York Retail:
Total 79.6 % $ 268.07 2,647,000 2,212,000 435,000 $ 1,126,413
Vornado's Ownership Interest 77.2 % $ 219.90 2,195,000 1,770,000 425,000 $ 840,890
New York Residential:
Total 95.7 % 1,518,000 1,518,000 $ 758,500
Vornado's Ownership Interest 95.9 % 786,000 786,000 $ 379,841
  • 47 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
ALEXANDER'S, INC.:
New York:
731 Lexington Avenue, Manhattan
-Office 32.4 % 100.0 % $ 125.92 939,000 916,000 23,000 $ 500,000 Bloomberg L.P.
-Retail 32.4 % 90.3 % 238.71 140,000 140,000 300,000 The Home Depot, Hutong
32.4 % 98.9 % 137.91 1,079,000 1,056,000 23,000 800,000
Rego Park I, Queens (4.8 acres) 32.4 % 100.0 % 48.87 338,000 260,000 78,000 Burlington, Bed Bath & Beyond, Marshalls, IKEA
Rego Park II (adjacent to Rego Park I),
Queens (6.6 acres) 32.4 % 84.4 % 63.74 615,000 480,000 135,000 202,544 Costco, Kohl's, TJ Maxx
Flushing, Queens (1.0 acre ground leased through 2037)** 32.4 % 100.0 % 31.29 167,000 167,000 New World Mall LLC
The Alexander Apartment Tower,
Rego Park, Queens, NY
Residential (312 units) 32.4 % 92.9 % 255,000 255,000 94,000
New Jersey:
Paramus, New Jersey
(30.3 acres ground leased to IKEA)(8) 32.4 % 100.0 % 68,000 IKEA (ground lessee)
Property to be Developed:
Rego Park III (adjacent to Rego Park II),
Queens, NY (3.4 acres) 32.4 %
Total Alexander's 32.4 % 95.6 % 99.79 2,454,000 2,218,000 236,000 1,164,544
Total New York 90.8 % $ 97.95 27,232,000 24,498,000 2,734,000 $ 11,690,609
Vornado's Ownership Interest 90.4 % $ 90.15 21,707,000 19,178,000 2,529,000 $ 7,805,158

________________________________

*    Lease not yet commenced.

**    Term assumes all renewal options exercised, if applicable.

(1)Weighted average escalated annual rent per square foot and average occupancy percentage for office properties excludes garages and de minimis amounts of storage space. Weighted average escalated annual rent per square foot for retail excludes non-selling space.

(2)Represents contractual debt obligations.

(3)Secured amount outstanding on revolving credit facilities.

(4)Amount represents debt on land which is owned 34.8% by Vornado.

(5)Excludes US Post Office lease for 492,000 square feet.

(6)Includes 962 Third Avenue (the Annex building to 150 East 58th Street) 50.0% ground leased through 2118**.

(7)75,000 square feet is leased from 666 Fifth Avenue Office Condominium.

(8)On October 4, 2021, Alexander's completed the sale of its Paramus, New Jersey property pursuant to the IKEA Property, Inc. purchase option.

  • 48 -

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OTHER SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
theMART:
theMART, Chicago Motorola Mobility (guaranteed by Google),
CCC Information Services, Publicis Groupe (Razorfish),
1871, ANGI Home Services, Inc, Yelp Inc., Paypal, Inc.,
Allscripts Healthcare, Kellogg Company,
Chicago School of Professional Psychology, ConAgra Foods Inc.,
Innovation Development Institute, Inc., Chicago Teachers Union,
-Office 100.0 % 88.1 % $ 45.85 2,071,000 2,071,000 Allstate Insurance Company, Medline Industries, Inc*
Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
-Showroom/Trade show 100.0 % 92.1 % 55.21 1,512,000 1,512,000 Allsteel Inc., Teknion LLC
-Retail 100.0 % 83.9 % 52.01 90,000 90,000
100.0 % 89.6 % 49.96 3,673,000 3,673,000 $
Other (2 properties) 50.0 % 100.0 % 47.46 19,000 19,000 30,035
Total theMART, Chicago 3,692,000 3,692,000 30,035
Piers 92 and 94 (New York)<br><br>(ground and building leased through 2110)** 100.0 % 208,000 208,000
Total theMART 89.7 % $ 49.94 3,900,000 3,692,000 208,000 $ 30,035
Vornado's Ownership Interest 89.6 % $ 49.95 3,891,000 3,683,000 208,000 $ 15,017
555 California Street:
555 California Street 70.0 % 97.8 % $ 89.87 1,505,000 1,505,000 $ 1,200,000 Bank of America, N.A., Dodge & Cox, Goldman Sachs & Co.,
Jones Day, Kirkland & Ellis LLP, Morgan Stanley & Co. Inc.,
McKinsey & Company Inc., UBS Financial Services,
KKR Financial, Microsoft Corporation,
Fenwick & West LLP, Sidley Austin
315 Montgomery Street 70.0 % 100.0 % 82.06 235,000 235,000 Bank of America, N.A., Regus, Ripple Labs Inc., Blue Shield,<br>Lending Home Corporation
345 Montgomery Street 70.0 % 78,000 78,000
Total 555 California Street 98.1 % $ 88.80 1,818,000 1,740,000 78,000 $ 1,200,000
Vornado's Ownership Interest 98.1 % $ 88.80 1,274,000 1,219,000 55,000 $ 840,000

________________________________

*    Lease not yet commenced.

**    Term assumes all renewal options exercised, if applicable.

(1)Weighted average escalated annual rent per square foot excludes ground rent, storage rent and garages.

(2)Represents the contractual debt obligations.

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OTHER SEGMENT
PROPERTY TABLE
Property %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) Major Tenants
Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
Owned by<br>Company Owned by<br><br>Tenant(2)
OTHER:
Virginia:
Rosslyn Plaza
-Office - 4 buildings 46.2 % 65.3 % $ 50.48 736,000 432,000 304,000 Corporate Executive Board, Nathan Associates, Inc.
-Residential - 2 buildings (197 units) 43.7 % 95.4 % 253,000 253,000
989,000 685,000 304,000 $ 37,119
Fashion Centre Mall 7.5 % 93.0 % 37.22 868,000 868,000 412,700 Macy's, Nordstrom
Washington Tower 7.5 % 75.0 % 55.32 170,000 170,000 42,300 The Rand Corporation
New Jersey:
Wayne Town Center, Wayne<br>(ground leased through 2064)** 100.0 % 100.0 % 35.55 690,000 195,000 443,000 52,000 JCPenney, Costco, Dick's Sporting Goods,
Nordstrom Rack
Atlantic City<br><br>(11.3 acres ground leased through 2070 to MGM<br><br>Growth Properties for a portion of the Borgata Hotel<br><br>and Casino complex) 100.0 % 100.0 % MGM Growth Properties (ground lessee)
Maryland:
Annapolis<br>(ground and building leased through 2042)** 100.0 % 100.0 % 8.99 128,000 128,000 The Home Depot
Total Other 88.7 % $ 37.91 2,845,000 2,046,000 443,000 356,000 $ 492,119
Vornado's Ownership Interest 92.6 % $ 34.35 1,346,000 711,000 443,000 192,000 $ 52,838

________________________________

**    Term assumes all renewal options exercised, if applicable.

(1)Weighted average escalated annual rent per square foot excludes ground rent, storage rent, garages and residential.

(2)Owned by tenant on land leased from the company.

(3)Represents the contractual debt obligations.

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REAL ESTATE FUND
PROPERTY TABLE
Fund %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
VORNADO CAPITAL PARTNERS
REAL ESTATE FUND:
New York, NY:
Lucida, 86th Street and Lexington Avenue
(ground leased through 2082)** Target*, Hennes & Mauritz,
-Retail 100.0 % 100.0 % $ 232.65 98,000 98,000 Sephora, Bank of America
-Residential (39 units) 100.0 % 100.0 % 59,000 59,000
100.0 % 157,000 157,000 $ 145,075
Crowne Plaza Times Square (0.64 acres owned in<br><br>fee; 0.18 acres ground leased through 2187 and<br><br>0.05 acres ground leased through 2035)**(3)
-Hotel (795 Rooms)
-Retail 75.3 % 27.9 % 422.41 50,000 50,000 Krispy Kreme, BHT Broadway
-Office 75.3 % 100.0 % 51.66 196,000 196,000 American Management Association, Open Jar, Association for Computing Machinery
75.3 % 86.7 % 73.72 246,000 246,000 310,057
501 Broadway 100.0 % 100.0 % 292.84 9,000 9,000 21,068 Capital One Financial Corporation
Miami, FL:
1100 Lincoln Road
-Retail 100.0 % 43.0 % 138.18 51,000 51,000
-Theatre 100.0 % 100.0 % 39.36 79,000 79,000 Regal Cinema
100.0 % 77.9 % 60.57 130,000 130,000 87,665
Total Real Estate Fund 88.8 % 87.3 % $ 112.63 542,000 542,000 $ 563,865
Vornado's Ownership Interest 28.6 % 87.2 % $ 107.30 155,000 155,000 $ 165,461

________________________________

*    Lease not yet commenced.

**    Term assumes all renewal options exercised, if applicable.

(1)Weighted average escalated annual rent per square foot excludes ground rent, storage rent and garages.

(2)Represents the contractual debt obligations.

(3)We own a 32.9% economic interest through the Fund and the Crowne Plaza Joint Venture.

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INVESTOR INFORMATION
Corporate Officers:
Steven Roth Chairman of the Board and Chief Executive Officer
Michael J. Franco President and Chief Financial Officer
Glen J. Weiss Executive Vice President - Office Leasing - Co-Head of Real Estate
Barry S. Langer Executive Vice President - Development - Co-Head of Real Estate
Haim Chera Executive Vice President - Head of Retail
Thomas J. Sanelli Executive Vice President - Finance and Chief Administrative Officer
Matthew Iocco Executive Vice President - Chief Accounting Officer
RESEARCH COVERAGE
James Feldman Caitlin Burrows/Julien Blouin Alexander Goldfarb/Daniel Santos
Bank of America/BofA Securities Goldman Sachs Piper Sandler
646-855-5808 212-902-4736/212-357-7297 212-466-7937/212-466-7927
John P. Kim Daniel Ismail/Dylan Burzinski Nicholas Yulico/Jason Wayne
BMO Capital Markets Green Street Advisors Scotia Capital (USA) Inc
212-885-4115 949-640-8780 212-225-6904/212-225-5889
Michael Bilerman/Emmanuel Korchman Anthony Paolone/Ray Zhong Michael Lewis/Joab Dempsey
Citi JP Morgan Truist Securities
212-816-1383/212-816-1382 212-622-6682/212-622-5411 212-319-5659/443-545-4245
Derek Johnston/Tom Hennessy Mark Streeter/Ian Snyder
Deutsche Bank JP Morgan Fixed Income
212-250-5683/212-250-4063 212-834-5086/212-834-3798
Steve Sakwa/Brian Spahn Ronald Kamdem/Jose A. Herrera
Evercore ISI Morgan Stanley
212-446-9462/212-446-9459 212-296-8319/212-761-4913
Research Coverage - is provided as a service to interested parties and not as an endorsement of any report, or representation as to the accuracy of any information contained therein. Opinions, forecasts and other forward-looking statements expressed in analysts' reports are subject to change without notice.
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APPENDIX

DEFINITIONS AND NON-GAAP RECONCILIATIONS

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FINANCIAL SUPPLEMENT DEFINITIONS

The financial supplement includes various non-GAAP financial measures. Descriptions of these non-GAAP measures are provided below. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided on the following pages.

Net Operating Income ("NOI") at Share and NOI at Share - Cash Basis - NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. NOI at share - cash basis includes rent that has been deferred as a result of the COVID-19 pandemic.

Same Store NOI at Share and Same Store NOI at Share - Cash Basis - Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Funds From Operations ("FFO") - FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies.

Funds Available For Distribution ("FAD") - FAD is defined as FFO less (i) cash basis recurring tenant improvements, leasing commissions and capital expenditures, (ii) straight-line rents and amortization of acquired below-market leases, net, and (iii) other non-cash income, plus (iv) other non-cash charges. FAD is a non-GAAP financial measure that is not intended to represent cash flow and is not indicative of cash flow provided by operating activities as determined in accordance with GAAP. FAD is presented solely as a supplemental disclosure that management believes provides useful information regarding the Company's ability to fund its dividends.

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre") - EBITDAre (i.e., EBITDA for real estate companies) is a non-GAAP financial measure established by NAREIT, which may not be comparable to EBITDA reported by other REITs that do not compute EBITDA in accordance with the NAREIT definition. The White Paper on EBITDAre approved by the Board of Governors of NAREIT in September 2017 defines EBITDAre as GAAP net income (loss), plus interest expense, plus income tax expense, plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property including losses and gains on change of control, plus impairment write-downs of depreciated property and of investments in unconsolidated joint ventures caused by a decrease in value of depreciated property in the joint venture, plus adjustments to reflect the entity's share of EBITDA of unconsolidated joint ventures. The Company has included EBITDAre because it is a performance measure used by other REITs and therefore may provide useful information to investors in comparing Vornado's performance to that of other REITs.

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2021
2021 2020 2021 2020
Net income (loss) attributable to common shareholders $ 37,689 $ 53,170 $ 48,045 $ 89,817 $ (139,617)
Per diluted share $ 0.20 $ 0.28 $ 0.25 $ 0.47 $ (0.73)
Certain (income) expense items that impact net income (loss) attributable to common shareholders:
Tax benefit recognized by our taxable REIT subsidiaries $ (27,910) $ $ $ (27,910) $
Previously capitalized Series K preferred share issuance costs 9,033 9,033
After-tax net gain on sale of 220 CPS condominium unit(s) (8,815) (186,909) (22,208) (31,023) (295,825)
Real estate impairment losses in connection with the sales of Madison Avenue retail properties 7,880 7,880
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 6,492 7,706 4,992 20,474 25,232
Our share of (income) loss from real estate fund investments (294) 2,524 (1,639) (2,193) 64,771
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 103,201 409,060
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101 6,101
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (sold on January 23, 2020) 4,938
Other 733 766 (3,869) (2,942) 10,681
(12,881) (66,611) (22,724) (26,681) 168,067
Noncontrolling interests' share of above adjustments 1,118 4,055 1,483 2,040 (10,252)
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders $ (11,763) $ (62,556) $ (21,241) $ (24,641) $ 157,815
Per diluted share (non-GAAP) $ (0.06) $ (0.33) $ (0.11) $ (0.13) $ 0.83
Net income (loss) attributable to common shareholders, as adjusted (non-GAAP) $ 25,926 $ (9,386) $ 26,804 $ 65,176 $ 18,198
Per diluted share (non-GAAP) $ 0.14 $ (0.05) $ 0.14 $ 0.34 $ 0.10
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2021
2021 2020 2021 2020
Reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net income (loss) attributable to common shareholders $ 37,689 $ 53,170 $ 48,045 $ 89,817 $ (139,617)
Per diluted share $ 0.20 $ 0.28 $ 0.25 $ 0.47 $ (0.73)
FFO adjustments:
Depreciation and amortization of real property $ 86,180 $ 99,045 $ 82,396 $ 256,295 $ 269,360
Real estate impairment losses in connection with the sales of Madison Avenue retail properties 7,880 7,880
Decrease in fair value of marketable securities 4,938
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 35,125 38,987 34,846 104,829 119,146
Decrease (increase) in fair value of marketable securities 287 385 (1,216) (1,118) 3,511
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 103,201 409,060
Net gain on sale of real estate (3,052) (3,052)
129,472 241,618 112,974 364,834 806,015
Noncontrolling interests' share of above adjustments (8,886) (16,292) (7,666) (24,627) (54,311)
FFO adjustments, net $ 120,586 $ 225,326 $ 105,308 $ 340,207 $ 751,704
FFO attributable to common shareholders (non-GAAP) $ 158,275 $ 278,496 $ 153,353 $ 430,024 $ 612,087
Convertible preferred share dividends 11 11 11 33 36
FFO attributable to common shareholders plus assumed conversions (non-GAAP) 158,286 278,507 153,364 430,057 612,123
Add back of FFO allocated to noncontrolling interests of the Operating Partnership 11,259 18,052 10,708 30,132 39,801
FFO - OP Basis (non-GAAP) $ 169,545 $ 296,559 $ 164,072 $ 460,189 $ 651,924
FFO per diluted share (non-GAAP) $ 0.82 $ 1.46 $ 0.80 $ 2.24 $ 3.20
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NON-GAAP RECONCILIATIONS<br>RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2021
2021 2020 2021 2020
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 158,286 $ 278,507 $ 153,364 $ 430,057 $ 612,123
Per diluted share (non-GAAP) $ 0.82 $ 1.46 $ 0.80 $ 2.24 $ 3.20
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
Tax benefit recognized by our taxable REIT subsidiaries $ (27,910) $ $ $ (27,910) $
Previously capitalized Series K preferred share issuance costs 9,033 9,033
After-tax net gain on sale of 220 CPS condominium unit(s) (8,815) (186,909) (22,208) (31,023) (295,825)
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 3,892 5,127 2,211 12,331 17,431
Our share of (income) loss from real estate fund investments (294) 2,524 (1,639) (2,193) 64,771
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101 6,101
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Other 451 381 381 1,215 7,045
(23,643) (172,776) (21,255) (38,547) (257,368)
Noncontrolling interests' share of above adjustments 1,570 10,967 1,052 2,223 16,163
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ (22,073) $ (161,809) $ (20,203) $ (36,324) $ (241,205)
Per diluted share (non-GAAP) $ (0.11) $ (0.85) $ (0.11) $ (0.19) $ (1.26)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 136,213 $ 116,698 $ 133,161 $ 393,733 $ 370,918
Per diluted share (non-GAAP) $ 0.71 $ 0.61 $ 0.69 $ 2.05 $ 1.94
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FAD (unaudited)
(Amounts in thousands)
For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2021
2021 2020 2021 2020
FFO attributable to common shareholders plus assumed conversions (non-GAAP) (A) $ 158,286 $ 278,507 $ 153,364 $ 430,057 $ 612,123
Adjustments to arrive at FAD (non-GAAP):
Certain items that impact FAD (31,612) (177,903) (21,849) (47,548) (277,501)
Recurring tenant improvements, leasing commissions and other capital expenditures (32,353) (24,057) (66,225) (135,648) (112,566)
Stock-based compensation expense 5,510 6,170 6,154 32,889 39,638
Amortization of debt issuance costs 6,428 6,370 6,428 19,622 17,678
Personal property depreciation 8,859 1,825 1,683 12,279 5,399
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 1,922 10,981 846 1,570 48,247
Noncontrolling interests in the Operating Partnership's share of above adjustments 2,739 11,904 4,649 7,431 19,035
FAD adjustments, net (B) (38,507) (164,710) (68,314) (109,405) (260,070)
FAD (non-GAAP) (A+B) $ 119,779 $ 113,797 $ 85,050 $ 320,652 $ 352,053
FAD payout ratio (1) 85.5 % 88.3 % 120.5 % 95.2 % 100.5 %

________________________________

(1)FAD payout ratios on a quarterly basis are not necessarily indicative of amounts for the full year due to fluctuation in timing of cash based expenditures, the commencement of new leases and the seasonality of our operations.

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) TO NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS (unaudited)
(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, 2021
2021 2020 2021 2020
Net income (loss) $ 71,765 $ 68,736 $ 76,832 $ 175,590 $ (253,119)
Depreciation and amortization expense 100,867 107,013 89,777 285,998 292,611
General and administrative expense 25,553 32,407 30,602 100,341 120,255
Impairment losses, transaction related costs and other (lease liability extinguishment gain) 9,681 584 106 10,630 (68,566)
(Income) loss from partially owned entities (26,269) 80,909 (31,426) (86,768) 353,679
Loss (income) from real estate fund investments 66 13,823 (5,342) (5,107) 225,328
Interest and other investment (income) loss, net (633) (1,729) (1,539) (3,694) 7,068
Interest and debt expense 50,946 57,371 51,894 152,904 174,618
Net gains on disposition of wholly owned and partially owned assets (10,087) (214,578) (25,724) (35,811) (338,862)
Income tax (benefit) expense (25,376) 23,781 2,841 (20,551) 38,431
NOI from partially owned entities 75,644 78,175 77,235 231,635 229,543
NOI attributable to noncontrolling interests in consolidated subsidiaries (16,886) (25,959) (15,689) (50,221) (56,900)
NOI at share 255,271 220,533 249,567 754,946 724,086
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 1,922 10,981 846 1,570 48,247
NOI at share - cash basis $ 257,193 $ 231,514 $ 250,413 $ 756,516 $ 772,333
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NON-GAAP RECONCILIATIONS<br><br>COMPONENTS OF NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS (unaudited)
(Amounts in thousands) For the Three Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
New York $ 316,643 $ 293,145 $ (151,276) $ (161,386) $ 165,367 $ 131,759 $ 3,258 $ 8,216 $ 168,625 $ 139,975
Other 92,569 70,817 (61,423) (34,259) 31,146 36,558 326 4,562 31,472 41,120
Consolidated total 409,212 363,962 (212,699) (195,645) 196,513 168,317 3,584 12,778 200,097 181,095
Noncontrolling interests' share in consolidated subsidiaries (30,945) (38,339) 14,059 12,380 (16,886) (25,959) 344 (108) (16,542) (26,067)
Our share of partially owned entities 120,422 118,890 (44,778) (40,715) 75,644 78,175 (2,006) (1,689) 73,638 76,486
Vornado's share $ 498,689 $ 444,513 $ (243,418) $ (223,980) $ 255,271 $ 220,533 $ 1,922 $ 10,981 $ 257,193 $ 231,514 For the Three Months Ended June 30, 2021
--- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
New York $ 301,144 $ (156,033) $ 145,111 $ 4,832 $ 149,943
Other 77,797 (34,887) 42,910 (370) 42,540
Consolidated total 378,941 (190,920) 188,021 4,462 192,483
Noncontrolling interests' share in consolidated subsidiaries (29,709) 14,020 (15,689) (257) (15,946)
Our share of partially owned entities 121,136 (43,901) 77,235 (3,359) 73,876
Vornado's share $ 470,368 $ (220,801) $ 249,567 $ 846 $ 250,413 For the Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
New York $ 921,758 $ 919,388 $ (468,294) $ (484,624) $ 453,464 $ 434,764 $ 12,135 $ 47,855 $ 465,599 $ 482,619
Other 246,372 232,132 (126,304) (115,453) 120,068 116,679 (504) 7,692 119,564 124,371
Consolidated total 1,168,130 1,151,520 (594,598) (600,077) 573,532 551,443 11,631 55,547 585,163 606,990
Noncontrolling interests' share in consolidated subsidiaries (88,575) (91,428) 38,354 34,528 (50,221) (56,900) (429) (439) (50,650) (57,339)
Our share of partially owned entities 363,923 351,957 (132,288) (122,414) 231,635 229,543 (9,632) (6,861) 222,003 222,682
Vornado's share $ 1,443,478 $ 1,412,049 $ (688,532) $ (687,963) $ 754,946 $ 724,086 $ 1,570 $ 48,247 $ 756,516 $ 772,333

________________________________

(1)Includes adjustments for straight-line rents, amortization of acquired below-market leases, net and other.

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO SEPTEMBER 30, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended September 30, 2021 $ 255,271 $ 228,839 $ 6,431 $ 16,128 $ 3,873
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions (224) (224)
Development properties (5,076) (5,076)
Other non-same store income, net (6,884) (3,011) (3,873)
Same store NOI at share for the three months ended September 30, 2021 $ 239,307 $ 216,748 $ 6,431 $ 16,128 $
NOI at share for the three months ended September 30, 2020 $ 220,533 $ 189,820 $ 13,171 $ 15,618 $ 1,924
Less NOI at share from:
Dispositions 1,797 1,797
Development properties (5,509) (5,509)
Hotel Pennsylvania (permanently closed on April 5, 2021) 16,821 16,821
Other non-same store (income) expense, net (3,797) (1,811) (102) 40 (1,924)
Same store NOI at share for the three months ended September 30, 2020 $ 229,845 $ 201,118 $ 13,069 $ 15,658 $
Increase (decrease) in same store NOI at share $ 9,462 $ 15,630 $ (6,638) $ 470 $
% increase (decrease) in same store NOI at share 4.1 % 7.8 % (50.8) % 3.0 % %

___________________

(1)2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • viii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO SEPTEMBER 30, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended September 30, 2021 $ 257,193 $ 229,622 $ 8,635 $ 14,745 $ 4,191
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions (678) (678)
Development properties (5,600) (5,600)
Other non-same store income, net (6,749) (2,558) (4,191)
Same store NOI at share - cash basis for the three months ended September 30, 2021 $ 241,471 $ 218,091 $ 8,635 $ 14,745 $
NOI at share - cash basis for the three months ended September 30, 2020 $ 231,514 $ 196,081 $ 17,706 $ 15,530 $ 2,197
Less NOI at share - cash basis from:
Dispositions 774 774
Development properties (8,580) (8,580)
Hotel Pennsylvania (permanently closed on April 5, 2021) 16,829 16,829
Other non-same store income, net (5,603) (3,271) (131) (4) (2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020 $ 234,934 $ 201,833 $ 17,575 $ 15,526 $
Increase (decrease) in same store NOI at share - cash basis $ 6,537 $ 16,258 $ (8,940) $ (781) $
% increase (decrease) in same store NOI at share - cash basis 2.8 % 8.1 % (50.9) % (5.0) % %

___________________

(1)2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • ix -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE NINE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO SEPTEMBER 30, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the nine months ended September 30, 2021 $ 754,946 $ 651,015 $ 42,950 $ 48,230 $ 12,751
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions 1,246 1,246
Development properties (19,136) (19,136)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,677 12,677
Other non-same store (income) expense, net (17,104) (4,354) 1 (12,751)
Same store NOI at share for the nine months ended September 30, 2021 $ 728,849 $ 637,668 $ 42,950 $ 48,231 $
NOI at share for the nine months ended September 30, 2020 $ 724,086 $ 621,347 $ 52,087 $ 45,686 $ 4,966
Less NOI at share from:
Dispositions 5,109 5,109
Development properties (26,259) (26,259)
Hotel Pennsylvania (permanently closed on April 5, 2021) 34,692 34,692
Other non-same store (income) expense, net (22,389) (17,054) (422) 53 (4,966)
Same store NOI at share for the nine months ended September 30, 2020 $ 715,239 $ 617,835 $ 51,665 $ 45,739 $
Increase (decrease) in same store NOI at share $ 13,610 $ 19,833 $ (8,715) $ 2,492 $
% increase (decrease) in same store NOI at share 1.9 % 3.2 % (16.9) % 5.4 % %

___________________

(1)2021 includes an increase in real estate tax expense of $14,441 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • x -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS NINE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO SEPTEMBER 30, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the nine months ended September 30, 2021 $ 756,516 $ 651,366 $ 45,976 $ 45,552 $ 13,622
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions 1,545 1,545
Development properties (20,332) (20,332)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,724 12,724
Other non-same store (income) expense, net (17,859) (4,238) 1 (13,622)
Same store NOI at share - cash basis for the nine months ended September 30, 2021 $ 729,899 $ 638,370 $ 45,976 $ 45,553 $
NOI at share - cash basis for the nine months ended September 30, 2020 $ 772,333 $ 661,657 $ 58,176 $ 45,970 $ 6,530
Less NOI at share - cash basis from:
Dispositions (718) (718)
Development properties (35,372) (35,372)
Hotel Pennsylvania (permanently closed on April 5, 2021) 34,718 34,718
Other non-same store income, net (32,745) (25,690) (422) (103) (6,530)
Same store NOI at share - cash basis for the nine months ended September 30, 2020 $ 738,216 $ 634,595 $ 57,754 $ 45,867 $
(Decrease) increase in same store NOI at share - cash basis $ (8,317) $ 3,775 $ (11,778) $ (314) $
% (decrease) increase in same store NOI at share - cash basis (1.1) % 0.6 % (20.4) % (0.7) % %

___________________

(1)2021 includes an increase in real estate tax expense of $14,441 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • xi -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO JUNE 30, 2021 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended September 30, 2021 $ 255,271 $ 228,839 $ 6,431 $ 16,128 $ 3,873
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions (224) (224)
Development properties (5,076) (5,076)
Other non-same store income, net (6,523) (2,650) (3,873)
Same store NOI at share for the three months ended September 30, 2021 $ 239,668 $ 217,109 $ 6,431 $ 16,128 $
NOI at share for the three months ended June 30, 2021 $ 249,567 $ 211,038 $ 18,412 $ 16,038 $ 4,079
Less NOI at share from:
Dispositions 605 605
Development properties (7,773) (7,773)
Hotel Pennsylvania (permanently closed on April 5, 2021) 5,533 5,533
Other non-same store income, net (4,154) (75) (4,079)
Same store NOI at share for the three months ended June 30, 2021 $ 243,778 $ 209,328 $ 18,412 $ 16,038 $
(Decrease) increase in same store NOI at share $ (4,110) $ 7,781 $ (11,981) $ 90 $
% (decrease) increase in same store NOI at share (1.7) % 3.7 % (65.1) % 0.6 % %

___________________

(1)The three months ended September 30, 2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • xii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO JUNE 30, 2021 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended September 30, 2021 $ 257,193 $ 229,622 $ 8,635 $ 14,745 $ 4,191
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions (678) (678)
Development properties (5,600) (5,600)
Other non-same store income, net (6,389) (2,198) (4,191)
Same store NOI at share - cash basis for the three months ended September 30, 2021 $ 241,831 $ 218,451 $ 8,635 $ 14,745 $
NOI at share - cash basis for the three months ended June 30, 2021 $ 250,413 $ 211,579 $ 19,501 $ 14,952 $ 4,381
Less NOI at share - cash basis from:
Dispositions 573 573
Development properties (7,465) (7,465)
Hotel Pennsylvania (permanently closed on April 5, 2021) 5,556 5,556
Other non-same store income, net (4,568) (187) (4,381)
Same store NOI at share - cash basis for the three months ended June 30, 2021 $ 244,509 $ 210,056 $ 19,501 $ 14,952 $
(Decrease) increase in same store NOI at share - cash basis $ (2,678) $ 8,395 $ (10,866) $ (207) $
% (decrease) increase in same store NOI at share - cash basis (1.1) % 4.0 % (55.7) % (1.4) % %

___________________

(1)The three months ended September 30, 2021 includes an increase in real estate tax expense of $12,518 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • xiii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF CONSOLIDATED REVENUES TO OUR PRO RATA SHARE OF REVENUES (ANNUALIZED) (unaudited)
(Amounts in thousands)
For the Three Months Ended September 30, 2021
Consolidated revenues $ 409,212
Noncontrolling interest adjustments (30,945)
Consolidated revenues at our share (non-GAAP) 378,267
Unconsolidated revenues at our share (non-GAAP) 120,422
Our pro rata share of revenues (non-GAAP) $ 498,689
Our pro rata share of revenues (annualized) (non-GAAP) $ 1,994,756
RECONCILIATION OF CONSOLIDATED DEBT, NET TO CONTRACTUAL DEBT (NON-GAAP) (unaudited)
--- --- --- --- --- --- ---
(Amounts in thousands)
As of September 30, 2021
Consolidated<br><br>Debt, net Deferred Financing<br><br>Costs, Net and Other Contractual<br><br>Debt (non-GAAP)
Mortgages payable $ 6,069,512 $ 35,103 $ 6,104,615
Senior unsecured notes 1,189,680 10,320 1,200,000
$800 Million unsecured term loan 797,549 2,451 800,000
$2.75 Billion unsecured revolving credit facilities 575,000 575,000
$ 8,631,741 $ 47,874 $ 8,679,615
  • xiv -

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) TO EBITDAre (unaudited)
(Amounts in thousands) For the Three Months Ended For the Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, 2021
2021 2020 2021 2020
Reconciliation of net income (loss) to EBITDAre (non-GAAP):
Net income (loss) $ 71,765 $ 68,736 $ 76,832 $ 175,590 $ (253,119)
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries (5,425) 848 (8,784) (20,323) 141,003
Net income (loss) attributable to the Operating Partnership 66,340 69,584 68,048 155,267 (112,116)
EBITDAre adjustments at share:
Depreciation and amortization expense 130,164 139,857 118,925 373,403 393,905
Interest and debt expense 69,347 75,815 70,247 208,469 235,660
Income tax (benefit) expense (25,414) 23,449 2,862 (20,557) 38,093
Real estate impairment losses in connection with the sales of Madison Avenue retail properties 7,880 7,880
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the Joint Venture attributable to the GAAP required write-up of the retained interest 103,201 409,060
Net gain on sale of real estate (3,052) (3,052)
EBITDAre at share 248,317 411,906 257,030 721,410 964,602
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries 15,968 14,666 19,850 52,721 (103,555)
EBITDAre (non-GAAP) $ 264,285 $ 426,572 $ 276,880 $ 774,131 $ 861,047
  • xv -

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF EBITDAre TO EBITDAre, AS ADJUSTED (unaudited)
(Amounts in thousands)
For the Three Months Ended For the Nine Months Ended September 30,
September 30, June 30, 2021
2021 2020 2021 2020
EBITDAre (non-GAAP) $ 264,285 $ 426,572 $ 276,880 $ 774,131 $ 861,047
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries (15,968) (14,666) (19,850) (52,721) 103,555
Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium unit(s) (10,087) (214,578) (25,272) (35,359) (338,862)
Our share of (income) loss from real estate fund investments (294) 2,524 (1,639) (2,193) 64,771
Healthcare and severance pay accruals related to Hotel Pennsylvania closure 9,246 9,246
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 7,028 4,977 11,625 24,135
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Mark-to-market decrease in PREIT common shares (sold on January 23, 2020) 4,938
Other (955) 85 (1,000) (2,141) 9,950
Total of certain expense (income) items that impact EBITDAre (11,336) (195,695) (22,934) (28,068) (282,713)
EBITDAre, as adjusted (non-GAAP) $ 236,981 $ 216,211 $ 234,096 $ 693,342 $ 681,889
  • xvi -

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