8-K

VORNADO REALTY TRUST (VNO)

8-K 2023-10-30 For: 2023-10-30
View Original
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):

October 30, 2023

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 5.40% 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 October 30, 2023, 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 2023.  That press release referred to supplemental data that is available on the Company’s website.  That press release and the supplemental data are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.

Exhibits 99.1, 99.2 and 99.3 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 October 30, 2023
99.2 Vornado Realty Trust supplemental operating and financial data for the quarter ended September 30, 2023
99.3 Vornado Realty Trust supplemental fixed income data for the quarter ended September 30, 2023
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/ Deirdre Maddock
Name: Deirdre Maddock
Title: Chief Accounting Officer (duly authorized officer and principal accounting officer)

Date: October 30, 2023

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/ Deirdre Maddock
Name: Deirdre Maddock
Title: Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

Date: October 30, 2023

3

Document

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

Vornado Announces Third Quarter 2023 Financial Results

New York City | October 30, 2023

Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended September 30, 2023 Financial Results

NET INCOME attributable to common shareholders for the quarter ended September 30, 2023 was $52,846,000, or $0.28 per diluted share, compared to $7,769,000, or $0.04 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, 2023 was $12,845,000, or $0.07 per diluted share, and $37,429,000, or $0.19 per diluted share for the quarter ended September 30, 2022.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended September 30, 2023 was $119,487,000, or $0.62 per diluted share, compared to $152,461,000, or $0.79 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, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended September 30, 2023 was $127,241,000, or $0.66 per diluted share, and $157,350,000, or $0.81 per diluted share for the quarter ended September 30, 2022.

Nine Months Ended September 30, 2023 Financial Results

NET INCOME attributable to common shareholders for the nine months ended September 30, 2023 was $104,391,000, or $0.54 per diluted share, compared to $84,665,000, or $0.44 per diluted share, for the nine months ended September 30, 2022. 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, 2023 was $43,246,000, or $0.22 per diluted share, and $106,652,000, or $0.56 per diluted share, for the nine months ended September 30, 2022.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the nine months ended September 30, 2023 was $382,658,000, or $1.97 per diluted share, compared to $462,463,000, or $2.39 per diluted share, for the nine months ended September 30, 2022. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the nine months ended September 30, 2023 was $384,371,000, or $1.98 per diluted share, and $469,851,000, or $2.43 per diluted share, for the nine months ended September 30, 2022.

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The following table reconciles net income attributable to common shareholders to net income 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,
2023 2022 2023 2022
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 104,391 $ 84,665
Per diluted share $ 0.28 $ 0.04 $ 0.54 $ 0.44
Certain (income) expense items that impact net income attributable to common shareholders:
Net gain on contribution of Pier 94 leasehold interest to joint venture $ (35,968) $ $ (35,968) $
After-tax net gain on sale of The Armory Show (17,076) (17,076)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,115 3,776 8,196 10,183
Our share of Alexander's, Inc. ("Alexander's") gain on sale of Rego Park III land parcel (16,396)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities (6,173) (6,085)
Other 5,954 28,090 48 19,784
(43,975) 31,866 (67,369) 23,882
Noncontrolling interests' share of above adjustments 3,974 (2,206) 6,224 (1,895)
Total of certain (income) expense items that impact net income attributable to common shareholders $ (40,001) $ 29,660 $ (61,145) $ 21,987
Per diluted share (non-GAAP) $ (0.21) $ 0.15 $ (0.32) $ 0.12
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 12,845 $ 37,429 $ 43,246 $ 106,652
Per diluted share (non-GAAP) $ 0.07 $ 0.19 $ 0.22 $ 0.56

The following table reconciles 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,
2023 2022 2023 2022
FFO attributable to common shareholders plus assumed conversions (non-GAAP)(1) $ 119,487 $ 152,461 $ 382,658 $ 462,463
Per diluted share (non-GAAP) $ 0.62 $ 0.79 $ 1.97 $ 2.39
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) $ 3,115 $ 3,776 $ 8,196 $ 10,183
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities (6,173) (6,085)
Other 5,330 1,477 (167) 3,840
8,445 5,253 1,856 7,938
Noncontrolling interests' share of above adjustments (691) (364) (143) (550)
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net $ 7,754 $ 4,889 $ 1,713 $ 7,388
Per diluted share (non-GAAP) $ 0.04 $ 0.02 $ 0.01 $ 0.04
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 127,241 $ 157,350 $ 384,371 $ 469,851
Per diluted share (non-GAAP) $ 0.66 $ 0.81 $ 1.98 $ 2.43

________________________________

(1)See page 12 for a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and nine months ended September 30, 2023 and 2022.

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FFO, as Adjusted Bridge - Q3 2023 vs. Q3 2022

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2022 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2023:

(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 September 30, 2022 $ 157.4 $ 0.81
(Decrease) increase in FFO, as adjusted due to:
Prior period accrual adjustments recorded in Q3 2022 related to changes in the tax assessed value of THE MART (11.9)
Increase in interest expense, net of increase in interest income (7.3)
Stock compensation expense on the June 2023 grant (6.1)
FFO from sold properties (4.9)
Other, net 0.1
(30.1)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities (0.1)
Net decrease (30.2) (0.15)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2023 $ 127.2 $ 0.66

See page 12 for a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and nine months ended September 30, 2023 and 2022. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on the previous page.

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Sunset Pier 94 Studios Joint Venture:

On August 28, 2023, we, together with Hudson Pacific Properties and Blackstone Inc., formed a joint venture (“Pier 94 JV”) to develop a 266,000 square foot purpose-built studio campus at Pier 94 in Manhattan (“Sunset Pier 94 Studios”). In connection therewith:

•We contributed our Pier 94 leasehold interest to the joint venture in exchange for a 49.9% common equity interest and an initial capital account of $47,944,000, comprised of (i) the $40,000,000 value of our Pier 94 leasehold interest contribution and (ii) a $7,944,000 credit for pre-development costs incurred. Hudson Pacific Properties (“HPP”) and Blackstone Inc. (together, “HPP/BX”) received an aggregate 50.1% common equity interest in Pier 94 JV and an initial capital account of $22,976,000 in exchange for (i) a $15,000,000 cash contribution upon the joint venture’s formation and (ii) a $7,976,000 credit for pre-development costs incurred. HPP/BX will fund 100% of cash contributions until such time that its capital account is equal to Vornado’s, after which equity will be funded in accordance with each partner’s respective ownership interest.

•The lease of Pier 94 with the City of New York was amended and restated to allow for the contribution to Pier 94 JV and to remove Pier 92 from the lease’s demised premises. The amended and restated lease expires in 2060 with five 10-year renewal options.

•Pier 94 JV closed on a $183,200,000 construction loan facility ($100,000 outstanding as of September 30, 2023) which bears interest at SOFR plus 4.75% and matures in September 2025, with one one-year as-of-right extension option and two one-year extension options subject to certain conditions. VRLP and the other partners provided a joint and several completion guarantee.

The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing (described above) and $166,800,000 of equity contributions. Our share of equity contributions will be funded by (i) our $40,000,000 Pier 94 leasehold interest contribution and (ii) $34,000,000 of cash contributions, which are net of an estimated $9,000,000 for our share of development fees and reimbursement for overhead costs incurred by us.

Upon contribution of the Pier 94 leasehold, we recognized a $35,968,000 net gain primarily due to the step-up of our retained investment in the leasehold interest to fair value. The net gain was included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income for the three and nine months ended September 30, 2023.

Dividends/Share Repurchase Program:

On April 26, 2023, we announced the postponement of dividends on our common shares until the end of 2023, at which time, upon finalization of our 2023 taxable income, including the impact of asset sales, we will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by our Board of Trustees. Cash retained from dividends or from asset sales will be used to reduce debt and/or to fund the share repurchase program discussed below.

We also announced that our Board of Trustees has authorized the repurchase of up to $200,000,000 of our outstanding common shares under a newly established share repurchase program.

During the three months ended September 30, 2023, we repurchased 302,200 common shares for $5,927,000 at an average price per share of $19.61. In total, we have repurchased 2,024,495 common shares under the program at an average price per share of $14.40. As of September 30, 2023, $170,857,000 remained available and authorized for repurchases.

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350 Park Avenue:

On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.

Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. Citadel has also master leased Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) which was formed to purchase 39 East 51st Street. Upon formation of the KG joint venture described below, 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”). On June 20, 2023, the Vornado/Rudin JV completed the purchase of 39 East 51st Street for $40,000,000, which was funded on a 50/50 basis by Vornado and Rudin.

From October 2024 to June 2030, KG will have the option to either:

•acquire a 60% interest in a joint venture with the Vornado/Rudin JV that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with the Vornado/Rudin JV as developer. KG would own 60% of the joint venture and the Vornado/Rudin JV would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin JV).

◦at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case the Vornado/Rudin JV would not participate in the new development.

Further, the Vornado/Rudin JV will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, the Vornado/Rudin JV will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.

Dispositions:

Alexander's

On May 19, 2023, Alexander's completed the sale of the Rego Park III land parcel, located in Queens, New York, for $71,060,000, inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date. As a result of the sale, we recognized our $16,396,000 share of the net gain and received a $711,000 sales commission from Alexander’s, of which $250,000 was paid to a third-party broker.

The Armory Show

On July 3, 2023, we completed the sale of The Armory Show, located in New York, for $24,410,000, subject to certain post-closing adjustments, and realized net proceeds of $22,489,000. In connection with the sale, we recognized a net gain of $20,181,000 which is included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income.

Manhattan Retail Properties Sale

On August 10, 2023, we completed the sale of four Manhattan retail properties located at 510 Fifth Avenue, 148–150 Spring Street, 443 Broadway and 692 Broadway for $100,000,000 and realized net proceeds of $95,450,000. In connection with the sale, we recognized an impairment loss of $625,000 which is included in “transaction related costs and other” on our consolidated statements of income.

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Financings:

150 West 34th Street

On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000.

On October 4, 2023, we completed a $75,000,000 refinancing of 150 West 34th Street, of which $25,000,000 is recourse to the Operating Partnership. The interest-only loan bears a rate of SOFR plus 2.15% and matures in February 2025, with three one-year as-of-right extension options and an additional one-year extension option available subject to satisfying a loan-to-value test. The interest rate on the loan is subject to an interest rate cap arrangement with a SOFR strike rate of 5.00%, which matures in February 2026. The loan replaces the previous $100,000,000 loan, which bore interest at SOFR plus 1.86%.

697-703 Fifth Avenue (Fifth Avenue and Times Square JV)

On June 14, 2023, the Fifth Avenue and Times Square JV completed a restructuring of the 697-703 Fifth Avenue $421,000,000 non-recourse mortgage loan, which matured in December 2022. The restructured $355,000,000 loan, which had its principal reduced through an application of property-level reserves and funds from the partners, was split into (i) a $325,000,000 senior note, which bears interest at SOFR plus 2.00%, and (ii) a $30,000,000 junior note, which accrues interest at a fixed rate of 4.00%. The restructured loan matures in March 2028, as fully extended. Any amounts funded for future re-leasing of the property will be senior to the $30,000,000 junior note.

512 West 22nd Street

On June 28, 2023, a joint venture, in which we have a 55% interest, completed a $129,250,000 refinancing of 512 West 22nd Street, a 173,000 square foot Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.00% in year one and SOFR plus 2.35% thereafter. The loan matures in June 2025 with a one-year extension option subject to debt service coverage ratio, loan-to-value and debt yield requirements. The loan replaces the previous $137,124,000 loan that bore interest at LIBOR plus 1.85% and had an initial maturity of June 2023. In addition, the joint venture entered into the interest rate cap arrangement detailed in the table below.

825 Seventh Avenue

On July 24, 2023, a joint venture, in which we have a 50% interest, completed a $54,000,000 refinancing of the office condominium of 825 Seventh Avenue, a 173,000 square foot Manhattan office and retail building. The interest-only loan bears a rate of SOFR plus 2.75%, with a 30 basis point reduction available upon satisfaction of certain leasing conditions, and matures in January 2026. The loan replaces the previous $60,000,000 loan that bore interest at LIBOR plus 2.35% and was scheduled to mature in July 2023.

Interest Rate Swap and Cap Arrangements

We entered into the following interest rate swap and cap arrangements during the nine months ended September 30, 2023:

(Amounts in thousands) Notional Amount<br>(at share) All-In Swapped Rate Expiration Date Variable Rate Spread
Interest rate swaps:
555 California Street (effective 05/24) $ 840,000 6.03% 05/26 S+205
Unsecured term loan(1) (effective 10/23) 150,000 5.12% 07/25 S+129
Index Strike Rate
Interest rate caps:
1290 Avenue of the Americas (70.0% interest) (effective 11/23)(2) $ 665,000 1.00% 11/25 S+162
One Park Avenue (effective 3/24) 525,000 3.89% 03/25 S+122
731 Lexington Avenue office condominium (32.4% interest) 162,000 6.00% 06/24 Prime + 0
640 Fifth Avenue (52.0% interest) 259,925 4.00% 05/24 S+111
512 West 22nd Street (55.0% interest) 71,088 4.50% 06/25 S+200

________________________________

(1)In addition to the swap disclosed above, the unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements that were entered into in prior periods. The table below summarizes the impact of the swap arrangements on the unsecured term loan.

Swapped Balance All-In Swapped Rate Unswapped Balance<br>(bears interest at S+129)
Through 10/23 $ 800,000 4.04% $
10/23 through 07/25 700,000 4.52% 100,000
07/25 through 10/26 550,000 4.35% 250,000
10/26 through 08/27 50,000 4.03% 750,000

(2)In connection with the arrangement, we made a $63,100 up-front payment, of which $18,930 is attributable to noncontrolling interests.

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Leasing Activity:

The leasing activity and related statistics below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“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.

For the Three Months Ended September 30, 2023:

•236,000 square feet of New York Office space (190,000 square feet at share) at an initial rent of $93.33 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 176,000 square feet of second generation space were negative 0.3% and negative 2.5%, respectively. Tenant improvements and leasing commissions were $12.87 per square foot per annum, or 13.8% of initial rent.

•29,000 square feet of New York Retail space (21,000 square feet at share) at an initial rent of $373.28 per square foot and a weighted average lease term of 8.4 years. The changes in the GAAP and cash mark-to-market rent on the 9,000 square feet of second generation space were positive 31.3% and positive 33.5%, respectively. Tenant improvements and leasing commissions were $26.02 per square foot per annum, or 7.0% of initial rent.

•68,000 square feet at THE MART (63,000 square feet at share) at an initial rent of $54.71 per square foot and a weighted average lease term of 5.2 years. The changes in the GAAP and cash mark-to-market rent on the 40,000 square feet of second generation space were negative 9.0% and negative 10.4%, respectively. Tenant improvements and leasing commissions were $10.46 per square foot per annum, or 19.1% of initial rent.

For the Nine Months Ended September 30, 2023:

•1,292,000 square feet of New York Office space (1,186,000 square feet at share) at an initial rent of $97.99 per square foot and a weighted average lease term of 9.5 years. The changes in the GAAP and cash mark-to-market rent on the 1,027,000 square feet of second generation space were positive 7.3% and positive 1.6%, respectively. Tenant improvements and leasing commissions were $5.66 per square foot per annum, or 5.8% of initial rent.

•259,000 square feet of New York Retail space (200,000 square feet at share) at an initial rent of $116.03 per square foot and a weighted average lease term of 5.6 years. The changes in the GAAP and cash mark-to-market rent on the 113,000 square feet of second generation space were positive 17.0% and positive 15.4%, respectively. Tenant improvements and leasing commissions were $19.01 per square foot per annum, or 16.4% of initial rent.

•176,000 square feet at THE MART (171,000 square feet at share) at an initial rent of $55.87 per square foot and a weighted average lease term of 5.7 years. The changes in the GAAP and cash mark-to-market rent on the 112,000 square feet of second generation space were negative 5.9% and negative 9.8%, respectively. Tenant improvements and leasing commissions were $8.49 per square foot per annum, or 15.2% of initial rent.

•10,000 square feet at 555 California Street (7,000 square feet at share) at an initial rent of $134.70 per square foot and a weighted average lease term of 5.9 years. The changes in the GAAP and cash mark-to-market rent on the 4,000 square feet of second generation space were positive 12.8% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $22.92 per square foot per annum, or 17.0% of initial rent.

Occupancy:

(At Vornado's share) New York THE MART 555 California Street
Total Office Retail
Occupancy as of September 30, 2023 89.9 % 91.6 % 74.3 % 76.8 % 94.5 %

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

Total New York THE MART(1) 555 California Street(2)
Same store NOI at share % (decrease) increase(3):
Three months ended September 30, 2023 compared to September 30, 2022 (3.0) % 4.0 % (54.0) % 2.9 %
Nine months ended September 30, 2023 compared to September 30, 2022 1.1 % 2.8 % (35.5) % 32.2 %
Three months ended September 30, 2023 compared to June 30, 2023 (6.6) % (1.3) % (8.5) % (47.2) %
Same store NOI at share - cash basis % (decrease) increase(3):
Three months ended September 30, 2023 compared to September 30, 2022 (4.7) % 2.1 % (53.7) % 3.7 %
Nine months ended September 30, 2023 compared to September 30, 2022 1.1 % 3.1 % (38.2) % 34.7 %
Three months ended September 30, 2023 compared to June 30, 2023 (7.0) % (1.8) % (6.2) % (45.6) %

____________________

(1)The third quarter of 2022 includes prior period accrual adjustments related to changes in the tax-assessed value of THE MART.

(2)The second quarter of 2023 includes our $14,103,000 share of the receipt of a tenant settlement, net of legal expenses.

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

NYSE: VNO WWW.VNO.COM PAGE 7 OF 19

NOI At Share:

The elements of our New York and Other NOI at share for the three and nine months ended September 30, 2023 and 2022 and the three months ended June 30, 2023 are summarized below.

(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2023
2023 2022 2023 2022
NOI at share:
New York:
Office(1) $ 183,919 $ 174,790 $ 186,042 $ 544,231 $ 534,641
Retail 46,559 52,127 47,428 141,183 155,670
Residential 5,570 4,598 5,467 16,495 14,622
Alexander's 9,586 9,639 9,429 28,085 27,980
Total New York 245,634 241,154 248,366 729,994 732,913
Other:
THE MART(2) 15,132 35,769 16,462 47,003 75,630
555 California Street(3) 16,564 16,092 31,347 64,840 49,051
Other investments 3,665 4,074 5,464 14,280 12,699
Total Other 35,361 55,935 53,273 126,123 137,380
NOI at share $ 280,995 $ 297,089 $ 301,639 $ 856,117 $ 870,293

________________________________

See notes below.

NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share - cash basis for the three and nine months ended September 30, 2023 and 2022 and the three months ended June 30, 2023 are summarized below.

(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2023
2023 2022 2023 2022
NOI at share - cash basis:
New York:
Office(1) $ 179,838 $ 174,606 $ 181,253 $ 543,172 $ 532,759
Retail 45,451 48,096 44,956 134,441 142,678
Residential 5,271 4,556 5,129 15,451 13,554
Alexander's 10,284 10,434 10,231 30,376 30,296
Total New York 240,844 237,692 241,569 723,440 719,287
Other:
THE MART(2) 15,801 36,772 16,592 47,068 78,749
555 California Street(3) 17,552 16,926 32,284 67,554 50,141
Other investments 3,818 4,280 5,624 14,557 13,292
Total Other 37,171 57,978 54,500 129,179 142,182
NOI at share - cash basis $ 278,015 $ 295,670 $ 296,069 $ 852,619 $ 861,469

________________________________

(1)Includes Building Maintenance Services NOI of $7,752, $7,043, $6,797, $20,838 and $19,293, respectively, for the three months ended September 30, 2023 and 2022 and June 30, 2023 and the nine months ended September 30, 2023 and 2022.

(2)The third quarter of 2022 includes prior period accrual adjustments related to changes in the tax-assessed value of THE MART.

(3)The nine months ended September 30, 2023 includes our $14,103 share of the receipt of a tenant settlement, net of legal expenses.

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

Active Development/Redevelopment Summary as of September 30, 2023:

(Amounts in thousands, except square feet)
(at Vornado’s share) Projected Incremental<br>Cash Yield
New York segment: Property<br>Rentable<br>Sq. Ft. Budget Cash Amount<br>Expended Remaining Expenditures Stabilization Year
PENN District:
PENN 2 - as expanded 1,795,000 $ 750,000 $ 582,671 $ 167,329 2025 9.5%
PENN 1 (including LIRR Concourse Retail)(1) 2,558,000 450,000 415,663 34,337 N/A 13.2% (1)(2)
Districtwide Improvements N/A 100,000 45,490 54,510 N/A N/A
Total PENN District 1,300,000 (3) 1,043,824 256,176 10.1%
Sunset Pier 94 Studios (49.9% interest)(4) 266,000 125,000 7,994 117,006 2026 10.3%
Total Active Development Projects $ 1,425,000 $ 1,051,818 $ 373,182

________________________________

(1)Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in June 2023, which has yet to be determined and may be material.

(2)Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.5 years.

(3)Excluding debt and equity carry.

(4)Represents our 49.9% share of the $350,000 development budget and excludes the $40,000 value of our contributed leasehold interest. $34,000 will be funded via cash contributions. See page 4 for further details.

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, October 31, 2023 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-317-6003 (domestic) or 412-317-6061 (international) and entering the passcode 6920837. 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 Data

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. 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 press release. 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; estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions, including the form of any 2023 dividend payments, and the amount and form of potential share repurchases and/or asset sales. 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, 2022. Currently, some of the factors are the impacts of the increase in interest rates and inflation on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have 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.

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, 2023 December 31, 2022
ASSETS
Real estate, at cost:
Land $ 2,457,589 $ 2,451,828 $ 5,761
Buildings and improvements 9,887,787 9,804,204 83,583
Development costs and construction in progress 1,257,886 933,334 324,552
Leasehold improvements and equipment 129,385 125,389 3,996
Total 13,732,647 13,314,755 417,892
Less accumulated depreciation and amortization (3,698,582) (3,470,991) (227,591)
Real estate, net 10,034,065 9,843,764 190,301
Right-of-use assets 679,119 684,380 (5,261)
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents 1,000,362 889,689 110,673
Restricted cash 262,118 131,468 130,650
Investments in U.S. Treasury bills 471,962 (471,962)
Total 1,262,480 1,493,119 (230,639)
Tenant and other receivables 88,438 81,170 7,268
Investments in partially owned entities 2,670,782 2,665,073 5,709
220 CPS condominium units ready for sale 40,198 43,599 (3,401)
Receivable arising from the straight-lining of rents 697,486 694,972 2,514
Deferred leasing costs, net 355,307 373,555 (18,248)
Identified intangible assets, net 130,086 139,638 (9,552)
Other assets 494,582 474,105 20,477
Total assets $ 16,452,543 $ 16,493,375 $ (40,832)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 5,714,761 $ 5,829,018 $ (114,257)
Senior unsecured notes, net 1,193,362 1,191,832 1,530
Unsecured term loan, net 794,212 793,193 1,019
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 728,468 735,969 (7,501)
Accounts payable and accrued expenses 452,853 450,881 1,972
Deferred revenue 34,083 39,882 (5,799)
Deferred compensation plan 100,485 96,322 4,163
Other liabilities 316,094 268,166 47,928
Total liabilities 9,909,318 9,980,263 (70,945)
Redeemable noncontrolling interests 474,004 436,732 37,272
Shareholders' equity 5,810,777 5,839,728 (28,951)
Noncontrolling interests in consolidated subsidiaries 258,444 236,652 21,792
Total liabilities, redeemable noncontrolling interests and equity $ 16,452,543 $ 16,493,375 $ (40,832) 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,
2023 2022 2023 2022
Revenues $ 450,995 $ 457,431 $ 1,369,277 $ 1,353,055
Net income $ 59,570 $ 20,112 $ 133,501 $ 142,390
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 13,541 3,792 26,250 (4,756)
Operating Partnership (4,736) (606) (8,773) (6,382)
Net income attributable to Vornado 68,375 23,298 150,978 131,252
Preferred share dividends (15,529) (15,529) (46,587) (46,587)
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 104,391 $ 84,665
Income per common share - basic:
Net income per common share $ 0.28 $ 0.04 $ 0.55 $ 0.44
Weighted average shares outstanding 190,364 191,793 191,228 191,756
Income per common share - diluted:
Net income per common share $ 0.28 $ 0.04 $ 0.54 $ 0.44
Weighted average shares outstanding 192,921 192,018 193,845 192,042
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 119,487 $ 152,461 $ 382,658 $ 462,463
Per diluted share (non-GAAP) $ 0.62 $ 0.79 $ 1.97 $ 2.39
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 127,241 $ 157,350 $ 384,371 $ 469,851
Per diluted share (non-GAAP) $ 0.66 $ 0.81 $ 1.98 $ 2.43
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share 193,036 193,808 194,012 193,429

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 it excludes 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. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period to period FFO, as one of several criteria to determine performance-based compensation for senior management. 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 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 2 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 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,
2023 2022 2023 2022
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 104,391 $ 84,665
Per diluted share $ 0.28 $ 0.04 $ 0.54 $ 0.44
FFO adjustments:
Depreciation and amortization of real property $ 97,809 $ 122,438 $ 287,523 $ 335,020
Real estate impairment losses 625 625
Net gain on sale of real estate (53,045) (53,305) (28,354)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 26,765 32,584 80,900 98,404
Net loss (gain) on sale of real estate 6 (16,545) (169)
72,154 155,028 299,198 404,901
Noncontrolling interests' share of above adjustments (5,900) (10,731) (22,156) (28,018)
FFO adjustments, net $ 66,254 $ 144,297 $ 277,042 $ 376,883
FFO attributable to common shareholders $ 119,100 $ 152,066 $ 381,433 $ 461,548
Impact of assumed conversion of dilutive convertible securities 387 395 1,225 915
FFO attributable to common shareholders plus assumed conversions $ 119,487 $ 152,461 $ 382,658 $ 462,463
Per diluted share $ 0.62 $ 0.79 $ 1.97 $ 2.39
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding 190,364 191,793 191,228 191,756
Effect of dilutive securities:
Convertible securities 2,227 1,790 2,621 1,407
Share-based payment awards 445 225 163 266
Denominator for FFO per diluted share 193,036 193,808 194,012 193,429 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 to NOI at share and NOI at share - cash basis for the three and nine months ended September 30, 2023 and 2022 and the three months ended June 30, 2023.

(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
September 30, June 30, 2023
2023 2022 2023 2022
Net income $ 59,570 $ 20,112 $ 62,733 $ 133,501 $ 142,390
Depreciation and amortization expense 110,349 134,526 107,162 324,076 370,631
General and administrative expense 35,838 29,174 39,410 116,843 102,292
Transaction related costs and other 813 996 30 1,501 4,961
Income from partially owned entities (18,269) (24,341) (37,272) (72,207) (83,775)
(Income) loss from real estate fund investments (1,783) 111 102 (1,662) (5,421)
Interest and other investment income, net (12,934) (5,228) (13,255) (35,792) (9,282)
Interest and debt expense 88,126 76,774 87,165 261,528 191,523
Net gains on disposition of wholly owned and partially owned assets (56,136) (936) (64,592) (35,384)
Income tax expense 11,684 3,711 4,497 20,848 14,686
NOI from partially owned entities 72,100 76,020 70,745 210,942 228,772
NOI attributable to noncontrolling interests in consolidated subsidiaries (8,363) (14,766) (18,742) (38,869) (51,100)
NOI at share 280,995 297,089 301,639 856,117 870,293
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (2,980) (1,419) (5,570) (3,498) (8,824)
NOI at share - cash basis $ 278,015 $ 295,670 $ 296,069 $ 852,619 $ 861,469

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, accruals for ground rent resets yet to be determined, 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.

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

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

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, accruals for ground rent resets yet to be determined, 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.

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, THE MART, 555 California Street and other investments for the three months ended September 30, 2023 compared to September 30, 2022.

(Amounts in thousands) Total New York THE MART 555 California Street Other
NOI at share for the three months ended September 30, 2023 $ 280,995 $ 245,634 $ 15,132 $ 16,564 $ 3,665
Less NOI at share from:
Dispositions (164) (440) 276
Development properties (4,724) (4,724)
Other non-same store income, net (4,774) (1,109) (3,665)
Same store NOI at share for the three months ended September 30, 2023 $ 271,333 $ 239,361 $ 15,408 $ 16,564 $
NOI at share for the three months ended September 30, 2022 $ 297,089 $ 241,154 $ 35,769 $ 16,092 $ 4,074
Less NOI at share from:
Dispositions (5,040) (2,748) (2,292)
Development properties (4,549) (4,549)
Other non-same store income, net (7,679) (3,605) (4,074)
Same store NOI at share for the three months ended September 30, 2022 $ 279,821 $ 230,252 $ 33,477 $ 16,092 $
(Decrease) increase in same store NOI at share $ (8,488) $ 9,109 $ (18,069) $ 472 $
% (decrease) increase in same store NOI at share (3.0) % 4.0 % (54.0) % 2.9 % 0.0 % NYSE: VNO WWW.VNO.COM PAGE 14 OF 19
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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, THE MART, 555 California Street and other investments for the three months ended September 30, 2023 compared to September 30, 2022.

(Amounts in thousands) Total New York THE MART 555 California Street Other
NOI at share - cash basis for the three months ended September 30, 2023 $ 278,015 $ 240,844 $ 15,801 $ 17,552 $ 3,818
Less NOI at share - cash basis from:
Dispositions (274) (487) 213
Development properties (4,131) (4,131)
Other non-same store income, net (8,379) (4,561) (3,818)
Same store NOI at share - cash basis for the three months ended September 30, 2023 $ 265,231 $ 231,665 $ 16,014 $ 17,552 $
NOI at share - cash basis for the three months ended September 30, 2022 $ 295,670 $ 237,692 $ 36,772 $ 16,926 $ 4,280
Less NOI at share - cash basis from:
Dispositions (4,857) (2,655) (2,202)
Development properties (4,943) (4,943)
Other non-same store income, net (7,520) (3,240) (4,280)
Same store NOI at share - cash basis for the three months ended September 30, 2022 $ 278,350 $ 226,854 $ 34,570 $ 16,926 $
(Decrease) increase in same store NOI at share - cash basis $ (13,119) $ 4,811 $ (18,556) $ 626 $
% (decrease) increase in same store NOI at share - cash basis (4.7) % 2.1 % (53.7) % 3.7 % 0.0 % NYSE: VNO WWW.VNO.COM PAGE 15 OF 19
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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, THE MART, 555 California Street and other investments for the nine months ended September 30, 2023 compared to September 30, 2022.

(Amounts in thousands) Total New York THE MART 555 California Street Other
NOI at share for the nine months ended September 30, 2023 $ 856,117 $ 729,994 $ 47,003 $ 64,840 $ 14,280
Less NOI at share from:
Dispositions (1,301) (1,577) 276
Development properties (19,864) (19,864)
Other non-same store (income) expense, net (12,919) 1,361 (14,280)
Same store NOI at share for the nine months ended September 30, 2023 $ 822,033 $ 709,914 $ 47,279 $ 64,840 $
NOI at share for the nine months ended September 30, 2022 $ 870,293 $ 732,913 $ 75,630 $ 49,051 $ 12,699
Less NOI at share from:
Dispositions (12,833) (10,541) (2,292)
Development properties (20,251) (20,251)
Other non-same store income, net (24,402) (11,703) (12,699)
Same store NOI at share for the nine months ended September 30, 2022 $ 812,807 $ 690,418 $ 73,338 $ 49,051 $
Increase (decrease) in same store NOI at share $ 9,226 $ 19,496 $ (26,059) $ 15,789 $
% increase (decrease) in same store NOI at share 1.1 % 2.8 % (35.5) % 32.2 % 0.0 % NYSE: VNO WWW.VNO.COM PAGE 16 OF 19
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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, THE MART, 555 California Street and other investments for the nine months ended September 30, 2023 compared to September 30, 2022.

(Amounts in thousands) Total New York THE MART 555 California Street Other
NOI at share - cash basis for the nine months ended September 30, 2023 $ 852,619 $ 723,440 $ 47,068 $ 67,554 $ 14,557
Less NOI at share - cash basis from:
Dispositions (1,824) (2,037) 213
Development properties (17,588) (17,588)
Other non-same store income, net (20,589) (6,032) (14,557)
Same store NOI at share - cash basis for the nine months ended September 30, 2023 $ 812,618 $ 697,783 $ 47,281 $ 67,554 $
NOI at share - cash basis for the nine months ended September 30, 2022 $ 861,469 $ 719,287 $ 78,749 $ 50,141 $ 13,292
Less NOI at share - cash basis from:
Dispositions (13,302) (11,100) (2,202)
Development properties (19,319) (19,319)
Other non-same store income, net (25,320) (12,028) (13,292)
Same store NOI at share - cash basis for the nine months ended September 30, 2022 $ 803,528 $ 676,840 $ 76,547 $ 50,141 $
Increase (decrease) in same store NOI at share - cash basis $ 9,090 $ 20,943 $ (29,266) $ 17,413 $
% increase (decrease) in same store NOI at share - cash basis 1.1 % 3.1 % (38.2) % 34.7 % 0.0 % NYSE: VNO WWW.VNO.COM PAGE 17 OF 19
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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, THE MART, 555 California Street and other investments for the three months ended September 30, 2023 compared to June 30, 2023.

(Amounts in thousands) Total New York THE MART 555 California Street Other
NOI at share for the three months ended September 30, 2023 $ 280,995 $ 245,634 $ 15,132 $ 16,564 $ 3,665
Less NOI at share from:
Dispositions (164) (440) 276
Development properties (4,724) (4,724)
Other non-same store income, net (4,414) (749) (3,665)
Same store NOI at share for the three months ended September 30, 2023 $ 271,693 $ 239,721 $ 15,408 $ 16,564 $
NOI at share for the three months ended June 30, 2023 $ 301,639 $ 248,366 $ 16,462 $ 31,347 $ 5,464
Less NOI at share from:
Dispositions (181) (567) 386
Development properties (4,206) (4,206)
Other non-same store income, net (6,298) (834) (5,464)
Same store NOI at share for the three months ended June 30, 2023 $ 290,954 $ 242,759 $ 16,848 $ 31,347 $
Decrease in same store NOI at share $ (19,261) $ (3,038) $ (1,440) $ (14,783) $
% decrease in same store NOI at share (6.6) % (1.3) % (8.5) % (47.2) % 0.0 % NYSE: VNO WWW.VNO.COM PAGE 18 OF 19
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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, THE MART, 555 California Street and other investments for the three months ended September 30, 2023 compared to June 30, 2023.

(Amounts in thousands) Total New York THE MART 555 California Street Other
NOI at share - cash basis for the three months ended September 30, 2023 $ 278,015 $ 240,844 $ 15,801 $ 17,552 $ 3,818
Less NOI at share - cash basis from:
Dispositions (274) (487) 213
Development properties (4,131) (4,131)
Other non-same store income, net (8,019) (4,201) (3,818)
Same store NOI at share - cash basis for the three months ended September 30, 2023 $ 265,591 $ 232,025 $ 16,014 $ 17,552 $
NOI at share - cash basis for the three months ended June 30, 2023 $ 296,069 $ 241,569 $ 16,592 $ 32,284 $ 5,624
Less NOI at share - cash basis from:
Dispositions (345) (822) 477
Development properties (4,389) (4,389)
Other non-same store income, net (5,780) (156) (5,624)
Same store NOI at share - cash basis for the three months ended June 30, 2023 $ 285,555 $ 236,202 $ 17,069 $ 32,284 $
Decrease in same store NOI at share - cash basis $ (19,964) $ (4,177) $ (1,055) $ (14,732) $
% decrease in same store NOI at share - cash basis (7.0) % (1.8) % (6.2) % (45.6) % 0.0 % NYSE: VNO WWW.VNO.COM PAGE 19 OF 19
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Document

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INDEX
Page
BUSINESS DEVELOPMENTS 3 - 6
FINANCIAL INFORMATION
Financial Highlights 7
FFO, As Adjusted Bridge 8
Consolidated Balance Sheets 9
Net Income Attributable to Common Shareholders (Consolidated and by Segment) 10 - 13
Net Operating Income at Share and Net Operating Income at Share - Cash Basis (by Segment and by Subsegment) 14 - 16
Same Store NOI at Share and Same Store NOI at Share - Cash Basis 17
DEVELOPMENT/REDEVELOPMENT - ACTIVE PROJECTS AND FUTURE OPPORTUNITIES 18
LEASING ACTIVITY AND LEASE EXPIRATIONS
Leasing Activity 19 - 20
Lease Expirations 21 - 23
CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS 24 - 27
UNCONSOLIDATED JOINT VENTURES 28 - 30
DEBT AND CAPITALIZATION
Capital Structure 31
Common Shares Data 32
Debt Analysis 33
Hedging Instruments 34
Consolidated Debt Maturities 35
PROPERTY STATISTICS
Top 30 Tenants 36
Square Footage 37
Occupancy and Residential Statistics 38
Ground Leases 39
Property Table 40 - 48
EXECUTIVE OFFICERS AND RESEARCH COVERAGE 49
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; estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions, including the form of any 2023 dividend payments, and the amount and form of potential share repurchases and/or asset sales. 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, some of the factors are the impacts of the increase in interest rates and inflation on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have 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. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022. 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.

This supplemental package should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and the Company’s Supplemental Fixed Income Data package for the quarter ended September 30, 2023, both of which can be accessed at the Company’s website www.vno.com.

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BUSINESS DEVELOPMENTS

Sunset Pier 94 Studios Joint Venture

On August 28, 2023, we, together with Hudson Pacific Properties and Blackstone Inc., formed a joint venture (“Pier 94 JV”) to develop a 266,000 square foot purpose-built studio campus at Pier 94 in Manhattan (“Sunset Pier 94 Studios”). In connection therewith:

•We contributed our Pier 94 leasehold interest to the joint venture in exchange for a 49.9% common equity interest and an initial capital account of $47,944,000, comprised of (i) the $40,000,000 value of our Pier 94 leasehold interest contribution and (ii) a $7,944,000 credit for pre-development costs incurred. Hudson Pacific Properties (“HPP”) and Blackstone Inc. (together, “HPP/BX”) received an aggregate 50.1% common equity interest in Pier 94 JV and an initial capital account of $22,976,000 in exchange for (i) a $15,000,000 cash contribution upon the joint venture’s formation and (ii) a $7,976,000 credit for pre-development costs incurred. HPP/BX will fund 100% of cash contributions until such time that its capital account is equal to Vornado’s, after which equity will be funded in accordance with each partner’s respective ownership interest.

•The lease of Pier 94 with the City of New York was amended and restated to allow for the contribution to Pier 94 JV and to remove Pier 92 from the lease’s demised premises. The amended and restated lease expires in 2060 with five 10-year renewal options.

•Pier 94 JV closed on a $183,200,000 construction loan facility ($100,000 outstanding as of September 30, 2023) which bears interest at SOFR plus 4.75% and matures in September 2025, with one one-year as-of-right extension option and two one-year extension options subject to certain conditions. VRLP and the other partners provided a joint and several completion guarantee.

The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing (described above) and $166,800,000 of equity contributions. Our share of equity contributions will be funded by (i) our $40,000,000 Pier 94 leasehold interest contribution and (ii) $34,000,000 of cash contributions, which are net of an estimated $9,000,000 for our share of development fees and reimbursement for overhead costs incurred by us.

Upon contribution of the Pier 94 leasehold, we recognized a $35,968,000 net gain primarily due to the step-up of our retained investment in the leasehold interest to fair value. The net gain was included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income for the three and nine months ended September 30, 2023.

Dividends/Share Repurchase Program

On April 26, 2023, we announced the postponement of dividends on our common shares until the end of 2023, at which time, upon finalization of our 2023 taxable income, including the impact of asset sales, we will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by our Board of Trustees. Cash retained from dividends or from asset sales will be used to reduce debt and/or to fund the share repurchase program discussed below.

We also announced that our Board of Trustees has authorized the repurchase of up to $200,000,000 of our outstanding common shares under a newly established share repurchase program.

During the three months ended September 30, 2023, we repurchased 302,200 common shares for $5,927,000 at an average price per share of $19.61. In total, we have repurchased 2,024,495 common shares under the program at an average price per share of $14.40. As of September 30, 2023, $170,857,000 remained available and authorized for repurchases.

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BUSINESS DEVELOPMENTS

350 Park Avenue

On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.

Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. Citadel has also master leased Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) which was formed to purchase 39 East 51st Street. Upon formation of the KG joint venture described below, 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”). On June 20, 2023, the Vornado/Rudin JV completed the purchase of 39 East 51st Street for $40,000,000, which was funded on a 50/50 basis by Vornado and Rudin.

From October 2024 to June 2030, KG will have the option to either:

•acquire a 60% interest in a joint venture with the Vornado/Rudin JV that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with the Vornado/Rudin JV as developer. KG would own 60% of the joint venture and the Vornado/Rudin JV would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin JV).

◦at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case the Vornado/Rudin JV would not participate in the new development.

Further, the Vornado/Rudin JV will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, the Vornado/Rudin JV will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.

Dispositions

Alexander's, Inc. ("Alexander's")

On May 19, 2023, Alexander's completed the sale of the Rego Park III land parcel, located in Queens, New York, for $71,060,000, inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date. As a result of the sale, we recognized our $16,396,000 share of the net gain and received a $711,000 sales commission from Alexander’s, of which $250,000 was paid to a third-party broker.

The Armory Show

On July 3, 2023, we completed the sale of The Armory Show, located in New York, for $24,410,000, subject to certain post-closing adjustments, and realized net proceeds of $22,489,000. In connection with the sale, we recognized a net gain of $20,181,000 which is included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income.

Manhattan Retail Properties Sale

On August 10, 2023, we completed the sale of four Manhattan retail properties located at 510 Fifth Avenue, 148–150 Spring Street, 443 Broadway and 692 Broadway for $100,000,000 and realized net proceeds of $95,450,000. In connection with the sale, we recognized an impairment loss of $625,000 which is included in “transaction related costs and other” on our consolidated statements of income.

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BUSINESS DEVELOPMENTS

Financing Activity

150 West 34th Street

On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000.

On October 4, 2023, we completed a $75,000,000 refinancing of 150 West 34th Street, of which $25,000,000 is recourse to the Operating Partnership. The interest-only loan bears a rate of SOFR plus 2.15% and matures in February 2025, with three one-year as-of-right extension options and an additional one-year extension option available subject to satisfying a loan-to-value test. The interest rate on the loan is subject to an interest rate cap arrangement with a SOFR strike rate of 5.00%, which matures in February 2026. The loan replaces the previous $100,000,000 loan, which bore interest at SOFR plus 1.86%.

697-703 Fifth Avenue (Fifth Avenue and Times Square JV)

On June 14, 2023, the Fifth Avenue and Times Square JV completed a restructuring of the 697-703 Fifth Avenue $421,000,000 non-recourse mortgage loan, which matured in December 2022. The restructured $355,000,000 loan, which had its principal reduced through an application of property-level reserves and funds from the partners, was split into (i) a $325,000,000 senior note, which bears interest at SOFR plus 2.00%, and (ii) a $30,000,000 junior note, which accrues interest at a fixed rate of 4.00%. The restructured loan matures in March 2028, as fully extended. Any amounts funded for future re-leasing of the property will be senior to the $30,000,000 junior note.

512 West 22nd Street

On June 28, 2023, a joint venture, in which we have a 55% interest, completed a $129,250,000 refinancing of 512 West 22nd Street, a 173,000 square foot Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.00% in year one and SOFR plus 2.35% thereafter. The loan matures in June 2025 with a one-year extension option subject to debt service coverage ratio, loan-to-value and debt yield requirements. The loan replaces the previous $137,124,000 loan that bore interest at LIBOR plus 1.85% and had an initial maturity of June 2023. In addition, the joint venture entered into the interest rate cap arrangement detailed in the table on the following page.

825 Seventh Avenue

On July 24, 2023, a joint venture, in which we have a 50% interest, completed a $54,000,000 refinancing of the office condominium of 825 Seventh Avenue, a 173,000 square foot Manhattan office and retail building. The interest-only loan bears a rate of SOFR plus 2.75%, with a 30 basis point reduction available upon satisfaction of certain leasing conditions, and matures in January 2026. The loan replaces the previous $60,000,000 loan that bore interest at LIBOR plus 2.35% and was scheduled to mature in July 2023.

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BUSINESS DEVELOPMENTS

Financing Activity - continued

Interest Rate Swap and Cap Arrangements

We entered into the following interest rate swap and cap arrangements during the nine months ended September 30, 2023. See page 34 for further information on our interest rate swap and cap arrangements:

(Amounts in thousands) Notional Amount<br>(at share) All-In Swapped Rate Expiration Date Variable Rate Spread
Interest rate swaps:
555 California Street (effective 05/24) $ 840,000 6.03% 05/26 S+205
Unsecured term loan(1) (effective 10/23) 150,000 5.12% 07/25 S+129
Index Strike Rate
Interest rate caps:
1290 Avenue of the Americas (70.0% interest) (effective 11/23)(2) $ 665,000 1.00% 11/25 S+162
One Park Avenue (effective 3/24) 525,000 3.89% 03/25 S+122
731 Lexington Avenue office condominium (32.4% interest) 162,000 6.00% 06/24 Prime + 0
640 Fifth Avenue (52.0% interest) 259,925 4.00% 05/24 S+111
512 West 22nd Street (55.0% interest) 71,088 4.50% 06/25 S+200

____________________

(1)In addition to the swap disclosed above, the unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements that were entered into in prior periods. The table below summarizes the impact of the swap arrangements on the unsecured term loan.

Swapped Balance All-In Swapped Rate Unswapped Balance<br>(bears interest at S+129)
Through 10/23 $ 800,000 4.04% $
10/23 through 07/25 700,000 4.52% 100,000
07/25 through 10/26 550,000 4.35% 250,000
10/26 through 08/27 50,000 4.03% 750,000

(2)In connection with the arrangement, we made a $63,100 up-front payment, of which $18,930 is attributable to noncontrolling interests.

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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, 2023
2023 2022 2023 2022
Total revenues $ 450,995 $ 457,431 $ 472,359 $ 1,369,277 $ 1,353,055
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 46,377 $ 104,391 $ 84,665
Per common share:
Basic $ 0.28 $ 0.04 $ 0.24 $ 0.55 $ 0.44
Diluted $ 0.28 $ 0.04 $ 0.24 $ 0.54 $ 0.44
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 12,845 $ 37,429 $ 27,454 $ 43,246 $ 106,652
Per diluted share (non-GAAP) $ 0.07 $ 0.19 $ 0.14 $ 0.22 $ 0.56
FFO attributable to common shareholders plus assumed conversions, as adjusted<br><br>(non-GAAP) $ 127,241 $ 157,350 $ 140,737 $ 384,371 $ 469,851
Per diluted share (non-GAAP) $ 0.66 $ 0.81 $ 0.72 $ 1.98 $ 2.43
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 119,487 $ 152,461 $ 144,059 $ 382,658 $ 462,463
FFO - Operating Partnership ("OP") basis (non-GAAP) $ 130,094 $ 163,769 $ 155,149 $ 413,501 $ 496,777
Per diluted share (non-GAAP) $ 0.62 $ 0.79 $ 0.74 $ 1.97 $ 2.39
Dividends per common share(1) $ $ 0.53 $ $ 0.375 $ 1.59
FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted)(1) % 65.4 % % 18.9 % 65.4 %
FAD payout ratio(1) % 80.3 % % 25.2 % 79.1 %
Weighted average common shares outstanding (REIT basis) 190,364 191,793 191,468 191,228 191,756
Convertible units:
Class A units 14,264 13,617 13,943 14,040 13,515
Convertible securities 2,260 1,790 3,378 2,621 1,407
Share based payment awards 1,521 502 357 771 633
Weighted average common shares outstanding (OP basis) 208,409 207,702 209,146 208,660 207,311

____________________

(1)On April 26, 2023, Vornado announced the postponement of dividends on our common shares until the end of 2023, at which time, upon finalization of our 2023 taxable income, including the impact of asset sales, we will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by our Board of Trustees.

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

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FFO, AS ADJUSTED BRIDGE - Q3 2023 VS. Q3 2022 (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 September 30, 2022 $ 157.4 $ 0.81
(Decrease) increase in FFO, as adjusted due to:
Prior period accrual adjustments recorded in Q3 2022 related to changes in the tax assessed value of THE MART (11.9)
Increase in interest expense, net of increase in interest income (7.3)
Stock compensation expense on the June 2023 grant (6.1)
FFO from sold properties (4.9)
Other, net 0.1
(30.1)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities (0.1)
Net decrease (30.2) (0.15)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended September 30, 2023 $ 127.2 $ 0.66

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, 2023 December 31, 2022
ASSETS
Real estate, at cost:
Land $ 2,457,589 $ 2,451,828 $ 5,761
Buildings and improvements 9,887,787 9,804,204 83,583
Development costs and construction in progress 1,257,886 933,334 324,552
Leasehold improvements and equipment 129,385 125,389 3,996
Total 13,732,647 13,314,755 417,892
Less accumulated depreciation and amortization (3,698,582) (3,470,991) (227,591)
Real estate, net 10,034,065 9,843,764 190,301
Right-of-use assets 679,119 684,380 (5,261)
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents 1,000,362 889,689 110,673
Restricted cash 262,118 131,468 130,650
Investments in U.S. Treasury bills 471,962 (471,962)
Total 1,262,480 1,493,119 (230,639)
Tenant and other receivables 88,438 81,170 7,268
Investments in partially owned entities 2,670,782 2,665,073 5,709
220 CPS condominium units ready for sale 40,198 43,599 (3,401)
Receivable arising from the straight-lining of rents 697,486 694,972 2,514
Deferred leasing costs, net 355,307 373,555 (18,248)
Identified intangible assets, net 130,086 139,638 (9,552)
Other assets 494,582 474,105 20,477
Total assets $ 16,452,543 $ 16,493,375 $ (40,832)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 5,714,761 $ 5,829,018 $ (114,257)
Senior unsecured notes, net 1,193,362 1,191,832 1,530
Unsecured term loan, net 794,212 793,193 1,019
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 728,468 735,969 (7,501)
Accounts payable and accrued expenses 452,853 450,881 1,972
Deferred revenue 34,083 39,882 (5,799)
Deferred compensation plan 100,485 96,322 4,163
Other liabilities 316,094 268,166 47,928
Total liabilities 9,909,318 9,980,263 (70,945)
Redeemable noncontrolling interests 474,004 436,732 37,272
Shareholders' equity 5,810,777 5,839,728 (28,951)
Noncontrolling interests in consolidated subsidiaries 258,444 236,652 21,792
Total liabilities, redeemable noncontrolling interests and equity $ 16,452,543 $ 16,493,375 $ (40,832)
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CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Three Months Ended
September 30, June 30, 2023
2023 2022 Variance
Property rentals(1) $ 341,743 $ 356,783 $ (15,040) $ 365,216
Tenant expense reimbursements(1) 53,192 41,821 11,371 47,743
Amortization of acquired below-market leases, net 1,356 1,384 (28) 1,360
Straight-lining of rents 4,076 9,156 (5,080) 4,515
Total rental revenues 400,367 409,144 (8,777) 418,834
Fee and other income:
Building Maintenance Services ("BMS") cleaning fees 35,428 35,062 366 35,146
Management and leasing fees 3,263 2,532 731 3,658
Other income 11,937 10,693 1,244 14,721
Total revenues 450,995 457,431 (6,436) 472,359
Operating expenses (233,737) (221,596) (12,141) (222,723)
Depreciation and amortization (110,349) (134,526) 24,177 (107,162)
General and administrative (35,838) (29,174) (6,664) (39,410)
(Expense) benefit from deferred compensation plan liability (1,631) 600 (2,231) (2,182)
Transaction related costs and other (813) (996) 183 (30)
Total expenses (382,368) (385,692) 3,324 (371,507)
Income from partially owned entities 18,269 24,341 (6,072) 37,272
Income (loss) from real estate fund investments 1,783 (111) 1,894 (102)
Interest and other investment income, net 12,934 5,228 7,706 13,255
Income (loss) from deferred compensation plan assets 1,631 (600) 2,231 2,182
Interest and debt expense (88,126) (76,774) (11,352) (87,165)
Net gains on disposition of wholly owned and partially owned assets 56,136 56,136 936
Income before income taxes 71,254 23,823 47,431 67,230
Income tax expense (11,684) (3,711) (7,973) (4,497)
Net income 59,570 20,112 39,458 62,733
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 13,541 3,792 9,749 2,781
Operating Partnership (4,736) (606) (4,130) (3,608)
Net income attributable to Vornado 68,375 23,298 45,077 61,906
Preferred share dividends (15,529) (15,529) (15,529)
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 45,077 $ 46,377
Capitalized expenditures:
Development payroll $ 3,115 $ 3,269 $ (154) $ 2,704
Interest and debt expense 11,205 4,874 6,331 9,949

________________________________

(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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CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Nine Months Ended September 30,
2023 2022 Variance
Property rentals(1) $ 1,050,111 $ 1,033,749 $ 16,362
Tenant expense reimbursements(1) 157,030 128,249 28,781
Amortization of acquired below-market leases, net 4,083 3,788 295
Straight-lining of rents 4,770 45,835 (41,065)
Total rental revenues 1,215,994 1,211,621 4,373
Fee and other income:
BMS cleaning fees 105,902 101,752 4,150
Management and leasing fees 9,970 8,167 1,803
Other income 37,411 31,515 5,896
Total revenues 1,369,277 1,353,055 16,222
Operating expenses (685,233) (660,434) (24,799)
Depreciation and amortization (324,076) (370,631) 46,555
General and administrative (116,843) (102,292) (14,551)
(Expense) benefit from deferred compensation plan liability (7,541) 10,138 (17,679)
Transaction related costs and other (1,501) (4,961) 3,460
Total expenses (1,135,194) (1,128,180) (7,014)
Income from partially owned entities 72,207 83,775 (11,568)
Income from real estate fund investments 1,662 5,421 (3,759)
Interest and other investment income, net 35,792 9,282 26,510
Income (loss) from deferred compensation plan assets 7,541 (10,138) 17,679
Interest and debt expense (261,528) (191,523) (70,005)
Net gains on disposition of wholly owned and partially owned assets 64,592 35,384 29,208
Income before income taxes 154,349 157,076 (2,727)
Income tax expense (20,848) (14,686) (6,162)
Net income 133,501 142,390 (8,889)
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 26,250 (4,756) 31,006
Operating Partnership (8,773) (6,382) (2,391)
Net income attributable to Vornado 150,978 131,252 19,726
Preferred share dividends (46,587) (46,587)
Net income attributable to common shareholders $ 104,391 $ 84,665 $ 19,726
Capitalized expenditures:
Development payroll $ 8,668 $ 8,378 $ 290
Interest and debt expense 30,011 12,095 17,916

________________________________

(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 ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Three Months Ended September 30, 2023
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 341,743 $ 272,978 $ 68,765
Tenant expense reimbursements(1) 53,192 39,832 13,360
Amortization of acquired below-market leases, net 1,356 1,188 168
Straight-lining of rents 4,076 5,458 (1,382)
Total rental revenues 400,367 319,456 80,911
Fee and other income:
BMS cleaning fees 35,428 37,999 (2,571)
Management and leasing fees 3,263 3,441 (178)
Other income 11,937 3,872 8,065
Total revenues 450,995 364,768 86,227
Operating expenses (233,737) (186,147) (47,590)
Depreciation and amortization (110,349) (87,778) (22,571)
General and administrative (35,838) (12,357) (23,481)
Expense from deferred compensation plan liability (1,631) (1,631)
Transaction related costs and other (813) (625) (188)
Total expenses (382,368) (286,907) (95,461)
Income from partially owned entities 18,269 16,902 1,367
Income from real estate fund investments 1,783 1,783
Interest and other investment income, net 12,934 4,712 8,222
Income from deferred compensation plan assets 1,631 1,631
Interest and debt expense (88,126) (37,133) (50,993)
Net gains on disposition of wholly owned and partially owned assets 56,136 56,136
Income before income taxes 71,254 62,342 8,912
Income tax expense (11,684) (1,626) (10,058)
Net income (loss) 59,570 60,716 (1,146)
Less net loss attributable to noncontrolling interests in consolidated subsidiaries 13,541 11,388 2,153
Net income attributable to Vornado Realty L.P. 73,111 $ 72,104 $ 1,007
Less net income attributable to noncontrolling interests in the Operating Partnership (4,707)
Preferred unit distributions (15,558)
Net income attributable to common shareholders $ 52,846
For the three months ended September 30, 2022
Net income (loss) attributable to Vornado Realty L.P. $ 23,904 $ 41,926 $ (18,022)
Net income attributable to common shareholders $ 7,769

________________________________

(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 ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Nine Months Ended September 30, 2023
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 1,050,111 $ 822,853 $ 227,258
Tenant expense reimbursements(1) 157,030 122,497 34,533
Amortization of acquired below-market leases, net 4,083 3,577 506
Straight-lining of rents 4,770 6,747 (1,977)
Total rental revenues 1,215,994 955,674 260,320
Fee and other income:
BMS cleaning fees 105,902 113,431 (7,529)
Management and leasing fees 9,970 10,375 (405)
Other income 37,411 11,573 25,838
Total revenues 1,369,277 1,091,053 278,224
Operating expenses (685,233) (550,878) (134,355)
Depreciation and amortization (324,076) (256,426) (67,650)
General and administrative (116,843) (36,947) (79,896)
Expense from deferred compensation plan liability (7,541) (7,541)
Transaction related costs and other (1,501) (636) (865)
Total expenses (1,135,194) (844,887) (290,307)
Income from partially owned entities 72,207 67,355 4,852
Income from real estate fund investments 1,662 1,662
Interest and other investment income, net 35,792 11,708 24,084
Income from deferred compensation plan assets 7,541 7,541
Interest and debt expense (261,528) (116,684) (144,844)
Net gains on disposition of wholly owned and partially owned assets 64,592 64,592
Income (loss) before income taxes 154,349 208,545 (54,196)
Income tax expense (20,848) (3,714) (17,134)
Net income (loss) 133,501 204,831 (71,330)
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries 26,250 26,993 (743)
Net income (loss) attributable to Vornado Realty L.P. 159,751 $ 231,824 $ (72,073)
Less net income attributable to noncontrolling interests in the Operating Partnership (8,687)
Preferred unit distributions (46,673)
Net income attributable to common shareholders $ 104,391
For the nine months ended September 30, 2022
Net income (loss) attributable to Vornado Realty L.P. $ 137,634 $ 220,195 $ (82,561)
Net income attributable to common shareholders $ 84,665

________________________________

(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, 2023
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 450,995 $ 364,768 $ 86,227
Operating expenses (233,737) (186,147) (47,590)
NOI - consolidated 217,258 178,621 38,637
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (8,363) (2,197) (6,166)
Add: Our share of NOI from partially owned entities 72,100 69,210 2,890
NOI at share 280,995 245,634 35,361
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (2,980) (4,790) 1,810
NOI at share - cash basis $ 278,015 $ 240,844 $ 37,171 For the Three Months Ended September 30, 2022
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 457,431 $ 360,033 $ 97,398
Operating expenses (221,596) (182,131) (39,465)
NOI - consolidated 235,835 177,902 57,933
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (14,766) (8,691) (6,075)
Add: Our share of NOI from partially owned entities 76,020 71,943 4,077
NOI at share 297,089 241,154 55,935
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (1,419) (3,462) 2,043
NOI at share - cash basis $ 295,670 $ 237,692 $ 57,978 For the Three Months Ended June 30, 2023
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 472,359 $ 362,471 $ 109,888
Operating expenses (222,723) (176,410) (46,313)
NOI - consolidated 249,636 186,061 63,575
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (18,742) (5,204) (13,538)
Add: Our share of NOI from partially owned entities 70,745 67,509 3,236
NOI at share 301,639 248,366 53,273
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (5,570) (6,797) 1,227
NOI at share - cash basis $ 296,069 $ 241,569 $ 54,500

________________________________

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, 2023
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,369,277 $ 1,091,053 $ 278,224
Operating expenses (685,233) (550,878) (134,355)
NOI - consolidated 684,044 540,175 143,869
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (38,869) (12,224) (26,645)
Add: Our share of NOI from partially owned entities 210,942 202,043 8,899
NOI at share 856,117 729,994 126,123
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (3,498) (6,554) 3,056
NOI at share - cash basis $ 852,619 $ 723,440 $ 129,179 For the Nine Months Ended September 30, 2022
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,353,055 $ 1,082,743 $ 270,312
Operating expenses (660,434) (536,238) (124,196)
NOI - consolidated 692,621 546,505 146,116
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (51,100) (32,708) (18,392)
Add: Our share of NOI from partially owned entities 228,772 219,116 9,656
NOI at share 870,293 732,913 137,380
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (8,824) (13,626) 4,802
NOI at share - cash basis $ 861,469 $ 719,287 $ 142,182

________________________________

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 AND SUBSEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Three Months Ended For the Nine Months Ended<br>September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, 2023
2023 2022 2023 2022
NOI at share:
New York:
Office(1) $ 183,919 $ 174,790 $ 186,042 $ 544,231 $ 534,641
Retail 46,559 52,127 47,428 141,183 155,670
Residential 5,570 4,598 5,467 16,495 14,622
Alexander’s 9,586 9,639 9,429 28,085 27,980
Total New York 245,634 241,154 248,366 729,994 732,913
Other:
THE MART(2) 15,132 35,769 16,462 47,003 75,630
555 California Street(3) 16,564 16,092 31,347 64,840 49,051
Other investments 3,665 4,074 5,464 14,280 12,699
Total Other 35,361 55,935 53,273 126,123 137,380
NOI at share $ 280,995 $ 297,089 $ 301,639 $ 856,117 $ 870,293 NOI at share - cash basis:
--- --- --- --- --- --- --- --- --- --- ---
New York:
Office(1) $ 179,838 $ 174,606 $ 181,253 $ 543,172 $ 532,759
Retail 45,451 48,096 44,956 134,441 142,678
Residential 5,271 4,556 5,129 15,451 13,554
Alexander's 10,284 10,434 10,231 30,376 30,296
Total New York 240,844 237,692 241,569 723,440 719,287
Other:
THE MART(2) 15,801 36,772 16,592 47,068 78,749
555 California Street(3) 17,552 16,926 32,284 67,554 50,141
Other investments 3,818 4,280 5,624 14,557 13,292
Total Other 37,171 57,978 54,500 129,179 142,182
NOI at share - cash basis $ 278,015 $ 295,670 $ 296,069 $ 852,619 $ 861,469

________________________________

(1)Includes BMS NOI of $7,752, $7,043, $6,797, $20,838 and $19,293, respectively, for the three months ended September 30, 2023 and 2022 and June 30, 2023 and the nine months ended September 30, 2023 and 2022.

(2)The third quarter of 2022 includes prior period accrual adjustments related to changes in the tax-assessed value of THE MART.

(3)The second quarter of 2023 includes our $14,103 share of the receipt of a tenant settlement, net of legal expenses.

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| SAME STORE NOI AT SHARE AND SAME STORE NOI AT SHARE - CASH BASIS (NON-GAAP) (unaudited) | | --- || | Total | | New York | | THE MART(1) | | 555 California Street(2) | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Same store NOI at share % (decrease) increase(3): | | | | | | | | | | Three months ended September 30, 2023 compared to September 30, 2022 | (3.0) | % | 4.0 | % | (54.0) | % | 2.9 | % | | Nine months ended September 30, 2023 compared to September 30, 2022 | 1.1 | % | 2.8 | % | (35.5) | % | 32.2 | % | | Three months ended September 30, 2023 compared to June 30, 2023 | (6.6) | % | (1.3) | % | (8.5) | % | (47.2) | % | | Same store NOI at share - cash basis % (decrease) increase(3): | | | | | | | | | | Three months ended September 30, 2023 compared to September 30, 2022 | (4.7) | % | 2.1 | % | (53.7) | % | 3.7 | % | | Nine months ended September 30, 2023 compared to September 30, 2022 | 1.1 | % | 3.1 | % | (38.2) | % | 34.7 | % | | Three months ended September 30, 2023 compared to June 30, 2023 | (7.0) | % | (1.8) | % | (6.2) | % | (45.6) | % |

________________________________

(1)The third quarter of 2022 includes prior period accrual adjustments related to changes in the tax-assessed value of THE MART.

(2)The second quarter of 2023 includes our $14,103,000 share of the receipt of a tenant settlement, net of legal expenses.

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

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DEVELOPMENT/REDEVELOPMENT - ACTIVE PROJECTS AND FUTURE OPPORTUNITIES
(Amounts in thousands, except square feet)
(at Vornado’s share) Projected Incremental<br>Cash Yield
Active Development Projects:<br><br>New York segment: Property<br>Rentable<br>Sq. Ft. Budget Cash Amount<br>Expended Remaining Expenditures Stabilization Year
PENN District:
PENN 2 - as expanded 1,795,000 $ 750,000 $ 582,671 $ 167,329 2025 9.5%
PENN 1 (including LIRR Concourse Retail)(1) 2,558,000 450,000 415,663 34,337 N/A 13.2% (1)(2)
Districtwide Improvements N/A 100,000 45,490 54,510 N/A N/A
Total PENN District 1,300,000 (3) 1,043,824 256,176 10.1%
Sunset Pier 94 Studios (49.9% interest) 266,000 125,000 (4) 7,994 117,006 2026 10.3%
Total Active Development Projects $ 1,425,000 $ 1,051,818 $ 373,182
Future Opportunities:<br><br>New York segment: Property Zoning<br>Sq. Ft.
PENN District:
Hotel Pennsylvania land(5) 2,052,000
Eighth Avenue and 34th Street land 105,000
Multiple other opportunities - office/residential/retail
Total PENN District 2,157,000
350 Park Avenue assemblage (see page 4 for details) 1,389,000
260 Eleventh Avenue - office(6) 280,000
57th Street land (50% interest) 150,000
Other segment:
527 West Kinzie land, Chicago 330,000
Total Future Opportunities 4,306,000

________________________________

(1)Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in June 2023, which has yet to be determined and may be material.

(2)Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.5 years.

(3)Excluding debt and equity carry.

(4)Represents our 49.9% share of the $350,000 development budget and excludes the $40,000 value of our contributed leasehold interest. $34,000 will be funded via cash contributions. See page 3 for further details.

(5)Demolition of the existing building was completed in the third quarter of 2023.

(6)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. 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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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
Office Retail THE MART
Three Months Ended September 30, 2023
Total square feet leased 236 29 68
Our share of square feet leased: 190 21 63
Initial rent(1) $ 93.33 $ 373.28 $ 54.71
Weighted average lease term (years) 7.9 8.4 5.2
Second generation relet space:
Square feet 176 9 40
GAAP basis:
Straight-line rent(2) $ 89.71 $ 440.92 $ 53.56
Prior straight-line rent $ 89.94 $ 335.92 $ 58.83
Percentage (decrease) increase (0.3) % 31.3 % (9.0) %
Cash basis (non-GAAP):
Initial rent(1) $ 94.14 $ 423.78 $ 55.79
Prior escalated rent $ 96.57 $ 317.45 $ 62.28
Percentage (decrease) increase (2.5) % 33.5 % (10.4) %
Tenant improvements and leasing commissions:
Per square foot $ 101.69 $ 218.55 $ 54.39
Per square foot per annum $ 12.87 $ 26.02 $ 10.46
Percentage of initial rent 13.8 % 7.0 % 19.1 %

________________________________

(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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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 THE MART
Nine Months Ended September 30, 2023
Total square feet leased 1,292 259 176 10
Our share of square feet leased: 1,186 200 171 7
Initial rent(1) $ 97.99 $ 116.03 $ 55.87 $ 134.70
Weighted average lease term (years) 9.5 5.6 5.7 5.9
Second generation relet space:
Square feet 1,027 113 112 4
GAAP basis:
Straight-line rent(2) $ 100.55 $ 107.52 $ 55.80 $ 124.51
Prior straight-line rent $ 93.75 $ 91.89 $ 59.33 $ 110.40
Percentage increase (decrease) 7.3 % 17.0 % (5.9) % 12.8 %
Cash basis (non-GAAP):
Initial rent(1) $ 100.64 $ 105.13 $ 57.84 $ 120.56
Prior escalated rent $ 99.08 $ 91.07 $ 64.11 $ 117.75
Percentage increase (decrease) 1.6 % 15.4 % (9.8) % 2.4 %
Tenant improvements and leasing commissions:
Per square foot $ 53.78 $ 106.44 $ 48.40 $ 135.20
Per square foot per annum $ 5.66 $ 19.01 $ 8.49 $ 22.92
Percentage of initial rent 5.8 % 16.4 % 15.2 % 17.0 %

________________________________

(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) Annualized Escalated Rents<br>of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office: Third Quarter 2023(2) 74,000 $ 6,947,000 $ 93.88 0.6 %
Fourth Quarter 2023 528,000 52,640,000 99.70 4.3 %
First Quarter 2024 149,000 15,056,000 101.05 1.2 %
Second Quarter 2024 379,000 35,806,000 94.47 2.9 %
Third Quarter 2024 73,000 5,768,000 79.01 0.5 %
Fourth Quarter 2024 179,000 17,032,000 95.15 1.4 %
Total 2024 780,000 73,662,000 94.44 6.0 %
2025 725,000 60,857,000 83.94 5.0 %
2026 1,227,000 102,387,000 83.44 8.4 %
2027 1,181,000 93,738,000 79.37 7.7 %
2028 1,048,000 82,938,000 79.14 6.8 %
2029 1,210,000 97,763,000 80.80 8.0 %
2030 639,000 54,198,000 84.82 4.5 %
2031 891,000 79,416,000 89.13 6.5 %
2032 958,000 94,278,000 98.41 7.8 %
2033 509,000 43,642,000 85.74 3.7 %
Thereafter 4,702,000 (3) 373,652,000 79.47 30.7 %
Retail: Third Quarter 2023(2) 19,000 $ 1,460,000 $ 76.84 0.6 %
Fourth Quarter 2023 3,000 225,000 75.00 0.1 %
First Quarter 2024 100,000 3,230,000 32.30 1.3 %
Second Quarter 2024 82,000 14,743,000 179.79 5.8 %
Third Quarter 2024 1,000 2,952,000 2,952.00 1.2 %
Fourth Quarter 2024 23,000 1,375,000 59.78 0.5 %
Total 2024 206,000 22,300,000 108.25 8.8 %
2025 42,000 13,588,000 323.52 5.4 %
2026 82,000 26,351,000 321.35 10.4 %
2027 37,000 21,459,000 579.97 8.5 %
2028 26,000 13,875,000 533.65 5.5 %
2029 45,000 26,816,000 595.91 10.6 %
2030 156,000 23,918,000 153.32 9.4 %
2031 67,000 28,628,000 427.28 11.3 %
2032 57,000 29,381,000 515.46 11.6 %
2033 20,000 6,530,000 326.50 2.6 %
Thereafter 350,000 38,694,000 110.55 15.2 %

________________________________

(1)    Excludes storage, vacancy and other.

(2)    Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter.

(3)    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>THE MART
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Annualized Escalated Rents<br>of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office / Showroom / Retail: Third Quarter 2023(2) $ $ 0.0 %
Fourth Quarter 2023 47,000 2,742,000 58.34 1.9 %
First Quarter 2024 94,000 5,489,000 58.39 3.9 %
Second Quarter 2024 48,000 2,835,000 59.06 2.0 %
Third Quarter 2024 25,000 1,779,000 71.16 1.3 %
Fourth Quarter 2024 66,000 3,529,000 53.47 2.5 %
Total 2024 233,000 13,632,000 58.51 9.7 %
2025 208,000 11,356,000 56.22 8.0 %
2026 298,000 17,036,000 57.17 12.0 %
2027 189,000 10,166,000 53.79 7.2 %
2028 695,000 34,099,000 49.06 23.8 %
2029 114,000 6,054,000 53.11 4.3 %
2030 47,000 2,961,000 63.00 2.1 %
2031 296,000 14,026,000 47.39 9.9 %
2032 390,000 18,339,000 47.02 12.9 %
2033 54,000 2,627,000 48.65 1.8 %
Thereafter 196,000 9,023,000 46.04 6.4 %

________________________________

(1)    Excludes storage, vacancy and other.

(2)    Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter.

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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) Annualized Escalated Rents<br>of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office / Retail: Third Quarter 2023(2) $ $ 0.0 %
Fourth Quarter 2023 0.0 %
First Quarter 2024 0.0 %
Second Quarter 2024 0.0 %
Third Quarter 2024 0.0 %
Fourth Quarter 2024 65,000 6,835,000 105.15 6.2 %
Total 2024 65,000 6,835,000 105.15 6.2 %
2025 274,000 25,506,000 93.09 23.0 %
2026 238,000 24,372,000 102.40 22.0 %
2027 65,000 6,226,000 95.78 5.6 %
2028 112,000 10,137,000 90.51 9.1 %
2029 120,000 11,930,000 99.42 10.8 %
2030 109,000 9,994,000 91.69 9.0 %
2031 0.0 %
2032 5,000 669,000 133.80 0.6 %
2033 15,000 1,745,000 116.33 1.6 %
Thereafter 173,000 13,411,000 77.52 12.1 %

________________________________

(1)    Excludes storage, vacancy and other.

(2)    Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
CONSOLIDATED
(Amounts in thousands)
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 75,264 $ 85,573 $ 75,133
Tenant improvements 46,354 41,934 68,284
Leasing commissions 12,232 16,005 36,274
Recurring tenant improvements, leasing commissions and other capital expenditures 133,850 143,512 179,691
Non-recurring capital expenditures(1) 33,534 32,583 19,849
Total capital expenditures and leasing commissions $ 167,384 $ 176,095 $ 199,540
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for development and redevelopment expenditures(2):
PENN 2 $ 230,160 $ 266,676 $ 105,267
PENN 1 65,314 102,445 171,824
Hotel Pennsylvania site 60,558 77,965 54,280
THE MART 2.0 22,962 10,130 729
PENN Districtwide improvements 12,607 11,096 14,116
The Farley Building 10,380 224,382 202,414
PENN 11 4,573 10,430 418
220 CPS 4,155 10,186 19,351
Other 21,730 24,689 17,541
$ 432,439 $ 737,999 $ 585,940

________________________________

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

(2)Inclusive of capitalized interest expense, operating expenses and development payroll.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
NEW YORK SEGMENT
(Amounts in thousands)
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 60,408 $ 60,588 $ 61,420
Tenant improvements 31,228 27,862 59,522
Leasing commissions 11,484 10,465 27,284
Recurring tenant improvements, leasing commissions and other capital expenditures 103,120 98,915 148,226
Non-recurring capital expenditures(1) 28,776 28,992 19,694
Total capital expenditures and leasing commissions $ 131,896 $ 127,907 $ 167,920
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for development and redevelopment expenditures(2):
PENN 2 $ 230,160 $ 266,676 $ 105,267
PENN 1 65,314 102,445 171,824
Hotel Pennsylvania site 60,558 77,965 54,280
PENN Districtwide improvements 12,607 11,096 14,116
The Farley Building 10,380 224,382 202,414
PENN 11 4,573 10,430 418
Other 18,720 20,606 12,220
$ 402,312 $ 713,600 $ 560,539

________________________________

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

(2)Inclusive of capitalized interest expense, operating expenses and development payroll.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
THE MART
(Amounts in thousands)
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 9,622 $ 18,137 $ 7,199
Tenant improvements 15,113 11,977 5,683
Leasing commissions 636 2,610 2,047
Recurring tenant improvements, leasing commissions and other capital expenditures 25,371 32,724 14,929
Non-recurring capital expenditures(1) 4,674 676 155
Total capital expenditures and leasing commissions $ 30,045 $ 33,400 $ 15,084
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for development and redevelopment expenditures(2):
THE MART 2.0 $ 22,962 $ 10,130 $ 729
Other 3,010 4,083 1,068
$ 25,972 $ 14,213 $ 1,797

________________________________

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

(2)Inclusive of capitalized interest expense, operating expenses and development payroll.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
555 CALIFORNIA STREET
(Amounts in thousands)
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 5,234 $ 6,848 $ 6,514
Tenant improvements 13 2,095 3,079
Leasing commissions 112 2,930 6,943
Recurring tenant improvements, leasing commissions and other capital expenditures 5,359 11,873 16,536
Non-recurring capital expenditures(1) 84 2,915
Total capital expenditures and leasing commissions $ 5,443 $ 14,788 $ 16,536
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for development and redevelopment expenditures(2):
345 Montgomery Street $ $ $ 4,253

________________________________

See notes below.

CAPITAL EXPENDITURES (unaudited)
OTHER
(Amounts in thousands)
Nine Months Ended September 30, 2023 Year Ended December 31,
2022 2021
Amounts paid for development and redevelopment expenditures(2):
220 CPS $ 4,155 $ 10,186 $ 19,351

________________________________

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

(2)Inclusive of capitalized interest expense, operating expenses and development payroll.

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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
As of September 30, 2023
Joint Venture Name Asset<br>Category Percentage Ownership 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/SOFR Interest Rate(3)
Fifth Avenue and Times Square JV Retail/Office 51.5% $ 2,249,148 $ 419,078 $ 855,365 Various Various Various
Alexander's Office/Retail 32.4% 91,914 355,280 1,096,544 Various Various Various
Partially owned office buildings/land:
512 West 22nd Street Office/Retail 55.0% 59,768 71,088 129,250 06/25 S+200 6.50%
West 57th Street properties Office/Retail/Land 50.0% 51,696 N/A N/A
280 Park Avenue Office/Retail 50.0% 36,760 600,000 1,200,000 09/24 S+203 7.36%
825 Seventh Avenue Office 50.0% 16,796 27,000 54,000 01/26 S+275 8.08%
61 Ninth Avenue Office/Retail 45.1% 1,088 75,543 167,500 01/26 S+146 5.85%
650 Madison Avenue Office/Retail 20.1% 161,024 800,000 12/29 N/A 3.49%
Other investments:
Independence Plaza Residential/Retail 50.1% 53,525 338,175 675,000 07/25 N/A 4.25%
Sunset Pier 94 Studios(4) Studio Campus 49.9% 50,090 50 100 09/26 S+475 10.08%
Rosslyn Plaza Office/Residential 43.7% to 50.4% 34,957 12,603 25,000 04/26 (5) S+200 7.33%
Other Various Various 25,040 124,353 665,971 Various Various Various
$ 2,670,782 $ 2,184,194 $ 5,668,730
Investments in partially owned entities included in other liabilities(6):
7 West 34th Street Office/Retail 53.0% $ (67,669) $ 159,000 $ 300,000 06/26 N/A 3.65%
85 Tenth Avenue Office/Retail 49.9% (10,736) 311,875 625,000 12/26 N/A 4.55%
$ (78,405) $ 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)Assumes the exercise of as-of-right extension options.

(3)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.

(4)On August 28, 2023, we entered into a joint venture to develop a purpose-built studio campus at Pier 94 in Manhattan. Our 49.9% investment is included within our New York segment. See page 3 for details.

(5)On April 6, 2023, we completed a $25,000 refinancing of Rosslyn Plaza. The new loan matures in April 2026 and bears interest at SOFR plus 2.00%.

(6)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, 2023 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,
2023 2022 2023 2022
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Equity in net income 51.5% $ 10,917 $ 11,941 $ 30,147 $ 33,330
Return on preferred equity, net of our share of the expense 9,430 9,430
20,347 21,371 30,147 33,330
280 Park Avenue 50.0% (5,014) (2,087) 10,699 9,497
Alexander's 32.4% 3,341 4,740 9,586 9,639
85 Tenth Avenue 49.9% (2,377) (2,466) 3,295 2,797
7 West 34th Street 53.0% 1,236 1,186 3,716 3,712
Independence Plaza 50.1% (708) (1,609) 4,975 4,161
512 West 22nd Street 55.0% (599) 54 1,571 1,826
West 57th Street properties 50.0% (293) (255) (51) 116
61 Ninth Avenue 45.1% (23) 152 1,909 1,613
Other, net Various 992 95 3,363 5,252
16,902 21,181 69,210 71,943
Other:
Alexander's corporate fee income 32.4% 1,184 1,170 659 647
Rosslyn Plaza 43.7% to 50.4% 441 348 1,089 1,106
Other, net Various (258) 1,642 1,142 2,324
1,367 3,160 2,890 4,077
Total $ 18,269 $ 24,341 $ 72,100 $ 76,020
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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Percentage Ownership at September 30, 2023 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,
2023 2022 2023 2022
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Equity in net income 51.5% $ 27,057 (1)(2) $ 41,915 $ 89,400 (2) $ 103,684
Return on preferred equity, net of our share of the expense 27,985 27,985
55,042 69,900 89,400 103,684
Alexander's 32.4% 26,626 (3) 14,235 28,085 27,980
280 Park Avenue 50.0% (14,524) (4) 249 31,052 29,913
85 Tenth Avenue 49.9% (8,224) (7,928) 8,150 7,899
7 West 34th Street 53.0% 3,455 3,340 10,970 10,997
Independence Plaza 50.1% (1,835) (3,540) 14,936 13,421
512 West 22nd Street 55.0% (1,751) (96) 4,552 4,085
West 57th Street properties 50.0% (719) (710) 16 237
61 Ninth Avenue 45.1% (31) 1,162 5,680 5,041
Other, net Various 9,316 625 9,202 15,859
67,355 77,237 202,043 219,116
Other:
Alexander's corporate fee income 32.4% 4,056 3,352 2,338 1,782
Rosslyn Plaza 43.7% to 50.4% 1,220 1,276 3,361 3,391
Other, net Various (424) 1,910 3,200 4,483
4,852 6,538 8,899 9,656
Total $ 72,207 $ 83,775 $ 210,942 $ 228,772

________________________________

(1)Includes a $5,120 accrual of default interest which was forgiven by the lender as part of the restructuring of the 697-703 Fifth Avenue loan and will be amortized over the remaining term of the restructured loan, reducing future interest expense.

(2)Includes lower income from lease renewals at 697-703 Fifth Avenue and 666 Fifth Avenue.

(3)On May 19, 2023, Alexander’s completed the sale of the Rego Park III land parcel for $71,060. As a result of the sale, we recognized our $16,396 share of the net gain and received a $711 sales commission from Alexander’s, of which $250 was paid to a third-party broker.

(4)Decrease primarily due to an increase in variable rate interest expense.

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CAPITAL STRUCTURE (unaudited)
(Amounts in thousands, except per share and per unit amounts)
As of<br>September 30, 2023
Debt (contractual balances):
Consolidated debt(1):
Mortgages payable $ 5,758,215
Senior unsecured notes 1,200,000
800 Million unsecured term loan 800,000
2.5 Billion unsecured revolving credit facilities 575,000
8,333,215
Pro rata share of debt of non-consolidated entities 2,655,069
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street) (682,059)
10,306,225 (A)
Liquidation Preference
Perpetual Preferred:
3.25% preferred units (D-17) (141,400 units @ 25.00 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, 2023 Common Share Price
Equity:
Common shares $ 22.68 4,316,503
Class A units 22.68 309,741
Convertible share equivalents:
Equity awards - unit equivalents 22.68 74,164
Series D-13 preferred units 22.68 46,698
Series G-1 through G-4 preferred units 22.68 2,608
Series A preferred shares 22.68 567
4,750,281 (C)
Total Market Capitalization (A+B+C) $ 16,279,541

All values are in US Dollars.

________________________________

(1)See reconciliation on page xiv in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of September 30, 2023.

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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 2023 Second Quarter 2023 First Quarter 2023 Fourth Quarter 2022
High price $ 26.21 $ 18.55 $ 26.76 $ 26.28
Low price $ 17.28 $ 12.31 $ 12.53 $ 20.03
Closing price - end of quarter $ 22.68 $ 18.14 $ 15.37 $ 20.81
Annualized quarterly dividend per share(1) $ $ $ 1.50 $ 2.12
Annualized dividend yield - on closing price % % 9.8 % 10.2 %
Outstanding shares, Class A units and convertible preferred units as converted (in thousands) 209,448 210,336 209,950 208,678 Closing market value of outstanding shares, Class A units and convertible preferred units as converted $ 4.8 Billion $ 3.8 Billion $ 3.2 Billion $ 4.3 Billion
--- --- --- --- --- --- --- --- --- --- --- --- ---

________________________________

(1)On April 26, 2023, Vornado announced the postponement of dividends on our common shares until the end of 2023, at which time, upon finalization of our 2023 taxable income, including the impact of asset sales, we will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by our Board of Trustees.

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DEBT ANALYSIS (unaudited)
(Amounts in thousands)
As of September 30, 2023
Total Variable Fixed
(Contractual debt balances) Amount Weighted Average Interest Rate Amount Weighted Average Interest Rate Amount Weighted Average Interest Rate
Consolidated debt(1) $ 8,333,215 4.19% $ 2,189,565 5.87% $ 6,143,650 3.59%
Pro rata share of debt of non-consolidated entities 2,655,069 5.37% 1,454,011 6.61% 1,201,058 3.87%
Total 10,988,284 4.47% 3,643,576 6.16% 7,344,708 3.64%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street) (682,059) (682,059)
Company's pro rata share of total debt $ 10,306,225 4.34% $ 2,961,517 6.08% $ 7,344,708 3.64%

As of September 30, 2023, $1,995,365 of variable rate debt (at share) is subject to interest rate cap arrangements, the $966,152 of variable rate debt not subject to interest rate cap arrangements represents 9% of our total pro rata share of debt. See the following page for details.

Senior Unsecured Notes due 2025, 2026 and 2031 Unsecured Revolving Credit Facilities<br>and Unsecured Term Loan
Debt Covenant Ratios:(2)
Required Actual Required Actual
Total outstanding debt/total assets(3) Less than 65% 50% Less than 60% 37%
Secured debt/total assets Less than 50% 33% Less than 50% 27%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense) Greater than 1.50 2.17 N/A
Fixed charge coverage N/A Greater than 1.40 2.08
Unencumbered assets/unsecured debt Greater than 150% 319% N/A
Unsecured debt/cap value of unencumbered assets N/A Less than 60% 21%
Unencumbered coverage ratio N/A Greater than 1.50 6.80 Consolidated Unencumbered EBITDA (non-GAAP):
--- --- ---
Q3 2023<br>Annualized
New York $ 276,968
Other 95,456
Total $ 372,424

________________________________

(1)See reconciliation on page xiv in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of September 30, 2023.

(2)Our debt covenant ratios and consolidated unencumbered EBITDA 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 and amounts 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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HEDGING INSTRUMENTS AS OF SEPTEMBER 30, 2023 (unaudited)
(Amounts in thousands)
Debt Information Swap / Cap Information
Balance at Share Maturity Date(1) Variable Rate Spread Notional Amount at Share Expiration Date All-In Swapped Rate
Interest Rate Swaps:
Consolidated:
555 California Street mortgage loan
In-place swap $ 840,000 05/28 S+205 $ 840,000 05/24 2.29%
Forward swap (effective 05/24) 05/26 6.03%
770 Broadway mortgage loan 700,000 07/27 S+225 700,000 07/27 4.98%
PENN 11 mortgage loan 500,000 10/25 S+206 500,000 03/24 2.22%
Unsecured revolving credit facility 575,000 12/27 S+114 575,000 08/27 3.87%
Unsecured term loan 800,000 12/27 S+129 800,000 (2) 10/23 4.04%
100 West 33rd Street mortgage loan 480,000 06/27 S+165 480,000 06/27 5.06%
888 Seventh Avenue mortgage loan 263,400 12/25 S+180 200,000 09/27 4.76%
4 Union Square South mortgage loan 120,000 08/25 S+150 98,650 01/25 3.74%
Unconsolidated:
731 Lexington Avenue - retail condominium mortgage loan 97,200 08/25 S+151 97,200 05/25 1.76%
50-70 West 93rd Street mortgage loan 41,667 12/24 S+164 41,168 06/24 3.14%
$ 4,417,267 4,332,018
Interest Rate Caps: Index Strike Rate Cash Interest Rate(3) Effective Interest Rate(4)
Consolidated:
1290 Avenue of the Americas mortgage loan
In-place cap $ 665,000 11/28 S+162 665,000 11/23 3.89% 5.51% 5.56%
Forward cap (effective 11/23) 11/25 1.00% 2.62% 5.94%
One Park Avenue mortgage loan 525,000 03/26 S+122 525,000 03/25 3.89% 5.11% 6.09%
150 West 34th Street mortgage loan(5) 100,000 05/24 S+186 100,000 05/24 4.10% 5.96% 6.72%
606 Broadway mortgage loan 37,060 09/24 S+191 37,060 09/24 4.00% 5.91% 5.95%
Unconsolidated:
640 Fifth Avenue mortgage loan 259,925 05/24 S+111 259,925 05/24 4.00% 5.11% 6.03%
731 Lexington Avenue - office condominium mortgage loan 162,000 06/24 Prime+0 162,000 06/24 6.00% 6.00% 8.46%
61 Ninth Avenue mortgage loan 75,543 01/26 S+146 75,543 02/24 4.39% 5.85% 6.02%
512 West 22nd Street mortgage loan 71,088 06/25 S+200 71,088 06/25 4.50% 6.50% 7.16%
Rego Park II mortgage loan 65,624 12/25 S+145 65,624 11/24 4.15% 5.60% 6.28%
Fashion Centre Mall/Washington Tower mortgage loan 34,125 05/26 S+305 34,125 05/24 3.89% 6.94% 6.98%
$ 1,995,365 1,995,365 (6)
Fixed rate debt per loan agreements 3,012,690
Variable rate debt not subject to interest rate swaps or caps 966,152 (6)
Total debt at share $ 10,306,225

________________________________

(1)Assumes the exercise of as-of-right extension options.

(2)The unsecured term loan is subject to various interest rate swap arrangements during the term. See page 6 for details.

(3)Equals the sum of (i) the index rate in effect as of the most recent contractual reset date, adjusted for hedging instruments, and (ii) the contractual spread.

(4)Equals the sum of (i) the cash interest rate and (ii) the effect of amortization of the interest rate cap premium over the term.

(5)On October 4, 2023, we entered into a 5.00% interest rate cap arrangement in connection with the $75,000 refinancing of 150 West 34th Street. See page 5 for details.

(6)Our exposure to SOFR index increases is partially mitigated by an increase in interest income on our cash, cash equivalents and restricted cash.

See page 6 for details of interest rate hedging arrangements entered into during 2023.

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CONSOLIDATED DEBT MATURITIES AT 100% (CONTRACTUAL BALANCES) (unaudited)
(Amounts in thousands)
Property Maturity Date(1) Spread over SOFR Interest Rate(2) 2023 2024 2025 2026 2027 Thereafter Total
Secured Debt:
435 Seventh Avenue 02/24 S+141 6.74% $ $ 95,696 $ $ $ $ $ 95,696
150 West 34th Street(3) 05/24 S+186 5.96% 100,000 100,000
606 Broadway (50.0% interest) 09/24 S+191 5.91% 74,119 74,119
4 Union Square South 08/25 4.29% 120,000 120,000
PENN 11 10/25 2.22% 500,000 500,000
888 Seventh Avenue 12/25 5.33% 7,200 21,600 234,600 263,400
One Park Avenue 03/26 S+122 5.11% 525,000 525,000
350 Park Avenue 01/27 3.92% 400,000 400,000
100 West 33rd Street 06/27 5.06% 480,000 480,000
770 Broadway 07/27 4.98% 700,000 700,000
555 California Street (70.0% interest) 05/28 3.82% 1,200,000 1,200,000
1290 Avenue of the Americas (70.0% interest) 11/28 S+162 5.51% 950,000 950,000
909 Third Avenue 04/31 3.23% 350,000 350,000
Total Secured Debt 7,200 291,415 854,600 525,000 1,580,000 2,500,000 5,758,215
Unsecured Debt:
Senior unsecured notes due 2025 01/25 3.50% 450,000 450,000
$1.25 Billion unsecured revolving credit facility 04/26 S+119 (4) 0.00%
Senior unsecured notes due 2026 06/26 2.15% 400,000 400,000
$1.25 Billion unsecured revolving credit facility 12/27 3.87% (4) 575,000 575,000
$800 Million unsecured term loan 12/27 4.04% (4) 800,000 800,000
Senior unsecured notes due 2031 06/31 3.40% 350,000 350,000
Total Unsecured Debt 450,000 400,000 1,375,000 350,000 2,575,000
Total Debt $ 7,200 $ 291,415 $ 1,304,600 $ 925,000 $ 2,955,000 $ 2,850,000 $ 8,333,215
Weighted average rate 7.13% 6.29% 3.37% 3.83% 4.38% 4.26% 4.19%
Fixed rate debt(5) $ $ $ 1,248,650 $ 400,000 $ 2,955,000 $ 1,540,000 $ 6,143,650
Fixed weighted average rate expiring 0.00% 0.00% 3.21% 2.15% 4.38% 2.76% 3.59%
Floating rate debt $ 7,200 $ 291,415 $ 55,950 $ 525,000 $ $ 1,310,000 $ 2,189,565
Floating weighted average rate expiring 7.13% 6.29% 7.02% 5.11% 0.00% 6.02% 5.87%

________________________________

(1)Assumes the exercise of as-of-right extension options.

(2)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable. See the previous page for information on interest rate swap and interest rate cap arrangements.

(3)On October 4, 2023, we completed a $75,000 refinancing of 150 West 34th Street. See page 5 for details.

(4)Reflects a 0.01% interest rate reduction that we qualified for by achieving certain sustainability key performance indicator (KPI) metrics. We must achieve the KPI metrics annually in order to receive the interest rate reduction.

(5)Debt classified as fixed rate includes the effect of interest rate swap arrangements which may expire prior to debt maturity. See the previous page for information on interest rate swap arrangements.

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TOP 30 TENANTS (unaudited)
(Amounts in thousands, except square feet) Tenants Square<br><br>Footage<br><br>At Share Annualized<br><br>Escalated Rents<br><br>At Share(1) % of Total Annualized Escalated Rents At Share
--- --- --- --- --- ---
Meta Platforms, Inc. 1,451,153 $ 168,694 9.3 %
IPG and affiliates 967,552 64,495 3.6 %
Citadel 585,460 62,498 3.5 %
New York University 685,290 48,890 2.7 %
Google/Motorola Mobility (guaranteed by Google) 759,446 41,129 2.2 %
Bloomberg L.P. 306,768 40,685 2.2 %
Equitable Financial Life Insurance Company 335,356 36,383 2.0 %
Amazon (including its Whole Foods subsidiary) 312,694 30,516 1.7 %
Swatch Group USA 11,957 28,560 1.6 %
Neuberger Berman Group LLC 306,612 28,220 1.5 %
Madison Square Garden & Affiliates 408,031 27,357 1.5 %
AMC Networks, Inc. 326,717 26,261 1.4 %
Bank of America 247,459 25,229 1.4 %
LVMH Brands 65,060 25,152 1.4 %
Apple Inc. 412,434 24,077 1.3 %
Victoria's Secret 33,156 20,106 1.1 %
PwC 241,196 19,123 1.0 %
Macy's 242,837 17,812 1.0 %
Yahoo Inc. 161,588 16,961 0.9 %
Fast Retailing (Uniqlo) 47,167 13,746 0.8 %
Cushman & Wakefield 127,485 13,513 0.7 %
The City of New York 232,010 12,126 0.7 %
Foot Locker 149,987 11,726 0.6 %
WSP USA 172,666 11,181 0.6 %
AbbVie Inc. 168,673 11,164 0.6 %
Axon Capital 93,127 10,925 0.6 %
Burlington Coat Factory 108,844 10,514 0.6 %
Alston & Bird LLP 126,872 10,177 0.6 %
Aetna Life Insurance Company 64,196 10,149 0.6 %
Kirkland & Ellis LLP 106,751 9,569 0.5 %
48.2 %

________________________________

(1)Represents monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12. Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space.

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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 20,207 17,376 1,303 15,890 183
Retail 2,394 1,955 277 1,678
Residential - 1,662 units 1,498 764 19 745
Alexander's (32.4% interest), including 312 residential units 2,455 795 305 408 82
26,554 20,890 1,599 16,195 2,086 183 827
Other:
THE MART 3,683 3,674 2,094 108 1,257 215
555 California Street (70% interest) 1,819 1,274 1,240 34
Other 2,845 1,346 149 212 874 111
8,347 6,294 149 3,546 1,016 1,257 326
Total square feet at September 30, 2023 34,901 27,184 1,748 19,741 3,102 1,440 1,153
Total square feet at June 30, 2023 34,978 27,396 1,797 19,744 3,251 1,430 1,174
At 100%
Parking Garages (not included above): Square Feet Number of <br>Garages Number of <br>Spaces
New York 1,635 9 4,804
THE MART 558 4 1,643
555 California Street 168 1 453
Rosslyn Plaza 411 4 1,094
Total at September 30, 2023 2,772 18 7,994
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OCCUPANCY (unaudited)
New York THE MART 555 California Street
Occupancy rate at:
September 30, 2023 89.9 % 76.8 % 94.5 %
June 30, 2023 90.1 % 80.0 % 94.5 %
December 31, 2022 90.4 % 81.6 % 94.7 %
September 30, 2022 90.3 % 87.3 % 94.7 %
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, 2023 1,974 939 96.6% $4,061
June 30, 2023 1,975 940 96.5% $4,010
December 31, 2022 1,976 941 96.7% $3,882
September 30, 2022 1,983 948 96.8% $3,877
  • 38 -

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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:
The Farley Building (95% interest) $ 4,750 None 2116 None
PENN 1:
Land TBD 2073 2098 Rent resets at the beginning of each 25-year renewal term at fair market value (“FMV”). The rent reset for the 25-year period commencing June 2023 has yet to be determined and may be material.
Long Island Railroad Concourse Retail 1,379 2048 2098 Two 25-year renewal options. Base rent increases every 10 years, with the next rent increase in 2028, based on the increase in gross income reduced by the increase in real estate taxes and operating expenses. In addition, percentage rent is payable based on gross annual income above a specified threshold. Base and percentage rent are reduced by a rent credit calculated as a percentage of development costs funded by Vornado.
260 Eleventh Avenue 4,448 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.
330 West 34th Street -<br>65.2% ground leased 10,265 (1) 2051 2149 Two 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 5,374 2035 2064 Two 10-year renewal options and one 9-year renewal option. Rent increases annually by the greater of CPI or 6%.
Annapolis 650 None 2042 Fixed rent increases to $750 per annum in 2032.
Unconsolidated:
Sunset Pier 94 Studios(2)<br><br>(49.9% interest) 449 2060 2110 Five 10-year renewal options. Fixed rent increases in 2028 and every five years thereafter. Beginning in September 2028, additional rent is payable in amount equal to 6% of gross revenue less the base rent.
61 Ninth Avenue<br><br>(45.1% interest) 3,635 None 2115 Rent increases every three years 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)Represents the arbitration panel’s rent reset determination. We filed a petition in New York Supreme Court to vacate or modify the arbitration determination and our petition was denied. The appellate court affirmed the lower court’s decision. We have filed a motion for leave to appeal with the Court of Appeals.

(2)On August 28, 2023, we amended and restated the Pier 94 lease agreement. See page 3 for details.

  • 39 -

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NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) 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., United
Healthcare Services, Inc., Siemens Mobility, WSP USA, Gusto Inc., Samsung*,
-Office 100.0 % 81.9 % $ 79.49 2,254,000 2,254,000 Canaccord Genuity LLC*
-Retail 100.0 % 100.0 % 180.04 304,000 70,000 234,000 Bank of America, Starbucks, Blue Bottle Coffee Inc., Shake Shack*
100.0 % 82.4 % 82.81 $ 176,800 2,558,000 2,324,000 234,000 $
PENN 2
-Office 100.0 % 100.0 % 62.26 1,577,000 407,000 1,170,000 Madison Square Garden, EMC
-Retail 100.0 % 100.0 % 618.21 43,000 4,000 39,000 JPMorgan Chase
100.0 % 100.0 % 67.87 31,200 1,620,000 411,000 1,209,000 575,000 (4)
The Farley Building<br><br>(ground and building leased through 2116)**
-Office 95.0 % 100.0 % 119.62 730,000 730,000 Meta Platforms, Inc.
-Retail 95.0 % 24.1 % 407.48 116,000 116,000 Duane Reade, Magnolia Bakery, Starbucks, Birch Coffee, H&H Bagels
95.0 % 89.8 % 130.00 98,600 846,000 846,000
PENN 11
-Office 100.0 % 100.0 % 70.57 1,110,000 1,110,000 Apple Inc., Madison Square Garden, AMC Networks, Inc., Macy's
-Retail 100.0 % 80.1 % 150.80 39,000 39,000 PNC Bank National Association, Starbucks
100.0 % 99.3 % 72.82 77,600 1,149,000 1,149,000 500,000
100 West 33rd Street
-Office 100.0 % 89.5 % 67.91 859,000 859,000 IPG and affiliates
-Retail 100.0 % 3.6 % 36.03 255,000 255,000 Aeropostale
100.0 % 70.5 % 67.55 52,200 1,114,000 1,114,000 480,000
330 West 34th Street
(65.2% ground leased through 2149)**
-Office 100.0 % 75.4 % 76.86 702,000 702,000 Structure Tone, Deutsch, Inc., Web.com, Footlocker, HomeAdvisor, Inc.
-Retail 100.0 % 91.1 % 128.43 22,000 22,000 Starbucks
100.0 % 75.7 % 78.27 41,600 724,000 724,000 100,000 (5)
435 Seventh Avenue
-Retail 100.0 % 100.0 % 35.22 1,500 43,000 43,000 95,696 Forever 21
7 West 34th Street
-Office 53.0 % 100.0 % 80.83 458,000 458,000 Amazon
-Retail 53.0 % 100.0 % 360.98 19,000 19,000 Amazon, Lindt, Naturalizer (guaranteed by Caleres)
53.0 % 100.0 % 92.67 43,300 477,000 477,000 300,000
431 Seventh Avenue
-Retail 100.0 % 100.0 % 249.41 1,100 9,000 9,000 Essen
138-142 West 32nd Street
-Retail 100.0 % 80.3 % 121.11 400 8,000 8,000
150 West 34th Street
-Retail 100.0 % 100.0 % 112.53 8,800 78,000 78,000 100,000 (6) Old Navy
  • 40 -

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NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) 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 % $ 75.54 $ 200 3,000 3,000 $
131-135 West 33rd Street
-Retail 100.0 % 100.0 % 60.59 1,400 23,000 23,000
Other (3 buildings)
-Retail 100.0 % 100.0 % 191.52 2,600 16,000 16,000
Total PENN District 537,300 8,668,000 7,225,000 1,443,000 2,150,696
Midtown East:
909 Third Avenue
(ground leased through 2063)** IPG and affiliates, AbbVie Inc., United States Post Office,
-Office 100.0 % 95.0 % 65.56 (7) 59,900 1,351,000 1,351,000 350,000 Geller & Company, Morrison Cohen LLP, Sard Verbinnen
150 East 58th Street(8)
-Office 100.0 % 85.6 % 81.79 541,000 541,000 Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail 100.0 % 100.0 % 96.27 3,000 3,000
100.0 % 85.7 % 81.87 37,900 544,000 544,000
715 Lexington Avenue
-Retail 100.0 % 100.0 % 198.28 4,300 22,000 22,000 Orangetheory Fitness, Casper, Santander Bank, Blu Dot
966 Third Avenue
-Retail 100.0 % 100.0 % 103.17 700 7,000 7,000 McDonald's
968 Third Avenue
-Retail 50.0 % 100.0 % 181.97 1,200 7,000 7,000 Wells Fargo
Total Midtown East 104,000 1,931,000 1,931,000 350,000
Midtown West:
888 Seventh Avenue
(ground leased through 2067)** Axon Capital LP, Lone Star US Acquisitions LLC, Top-New York, Inc.,
-Office 100.0 % 88.8 % 98.93 872,000 872,000 Vornado Executive Headquarters, United Talent Agency
-Retail 100.0 % 100.0 % 286.58 15,000 15,000 Redeye Grill L.P.
100.0 % 88.9 % 100.81 78,600 887,000 887,000 263,400
57th Street - 2 buildings
-Office 50.0 % 85.4 % 61.58 81,000 81,000
-Retail 50.0 % 42.5 % 125.61 22,000 22,000
50.0 % 78.3 % 67.37 5,100 103,000 103,000
825 Seventh Avenue
-Office 50.0 % 79.6 % 59.02 169,000 169,000 Young Adult Institute Inc., New Alternatives for Children, Inc.
-Retail 100.0 % 100.0 % 148.89 4,000 4,000
80.1 % 61.63 8,400 173,000 173,000 54,000
Total Midtown West 92,100 1,163,000 1,163,000 317,400
  • 41 -

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NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) 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 % 98.8 % $ 112.18 1,237,000 1,237,000 PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail 50.0 % 93.8 % 63.40 28,000 28,000 Starbucks, Fasano Restaurant
50.0 % 98.7 % 111.16 $ 138,000 1,265,000 1,265,000 $ 1,200,000
350 Park Avenue
-Office 100.0 % 100.0 % 106.75 62,500 585,000 585,000 400,000 Citadel
Total Park Avenue 200,500 1,850,000 1,850,000 1,600,000
Grand Central:
90 Park Avenue Alston & Bird, Capital One, PwC, MassMutual,
-Office 100.0 % 96.3 % 82.42 938,000 938,000 Factset Research Systems Inc., Foley & Lardner
-Retail 100.0 % 72.8 % 162.94 18,000 18,000 Citibank, Starbucks
100.0 % 95.9 % 83.54 73,900 956,000 956,000
Madison/Fifth:
640 Fifth Avenue Fidelity Investments, Abbott Capital Management,
-Office 52.0 % 91.6 % 111.14 246,000 246,000 500,000 Avolon Aerospace, Houlihan Lokey Advisors Parent, Inc.
-Retail 52.0 % 96.2 % 1,094.07 69,000 69,000 Victoria's Secret, Dyson
52.0 % 92.3 % 266.70 73,800 315,000 315,000 500,000
666 Fifth Avenue
-Retail 52.0 % 100.0 % 425.82 44,500 114,000 (9) 114,000 Fast Retailing (Uniqlo), Abercrombie & Fitch, Tissot
595 Madison Avenue LVMH Moet Hennessy Louis Vuitton Inc.,
-Office 100.0 % 87.8 % 80.49 300,000 300,000 Albea Beauty Solutions, Aerin LLC
-Retail 100.0 % 100.0 % 737.24 30,000 30,000 Fendi, Berluti, Christofle Silver Inc.
100.0 % 88.6 % 127.45 38,700 330,000 330,000
650 Madison Avenue Sotheby's International Realty, Inc., BC Partners Inc.,
-Office 20.1 % 85.8 % 116.03 564,000 564,000 Polo Ralph Lauren, Willett Advisors LLC (Bloomberg Philanthropies)
-Retail 20.1 % 94.3 % 1,055.14 37,000 37,000 Moncler USA Inc., Tod's, Celine, Balmain
20.1 % 86.1 % 157.41 77,800 601,000 601,000 800,000
689 Fifth Avenue
-Office 52.0 % 100.0 % 94.89 81,000 81,000 Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail 52.0 % 100.0 % 1,075.72 17,000 17,000 MAC Cosmetics, Canada Goose
52.0 % 100.0 % 210.73 20,600 98,000 98,000
655 Fifth Avenue
-Retail 50.0 % 100.0 % 294.53 17,400 57,000 57,000 Ferragamo
697-703 Fifth Avenue
-Retail 44.8 % 100.0 % 2,531.92 41,500 26,000 26,000 355,365 Swatch Group USA, Harry Winston
Total Madison/Fifth 314,300 1,541,000 1,541,000 1,655,365
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NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) 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 % 85.7 % $ 112.49 1,077,000 1,077,000 Meta Platforms, Inc., Yahoo Inc.
-Retail 100.0 % 92.0 % 93.53 106,000 106,000 Bank of America N.A., Wegmans Food Markets
100.0 % 86.2 % 110.80 $ 111,200 1,183,000 1,183,000 $ 700,000
One Park Avenue
New York University, BMG Rights Management LLC,
-Office 100.0 % 95.4 % 72.35 867,000 867,000 Robert A.M. Stern Architect
-Retail 100.0 % 90.1 % 83.17 78,000 78,000 Bank of Baroda, Citibank, Equinox
100.0 % 95.0 % 73.19 64,200 945,000 945,000 525,000
4 Union Square South
-Retail 100.0 % 100.0 % 135.64 27,700 204,000 204,000 120,000 Burlington, Whole Foods Market, DSW, Sephora
Total Midtown South 203,100 2,332,000 2,332,000 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, Selendy Gay Elsberg PLLC*,
-Office 70.0 % 100.0 % 95.02 2,043,000 2,043,000 Fubotv Inc, LinkLaters
-Retail 70.0 % 94.0 % 231.75 76,000 76,000 Duane Reade, JPMorgan Chase Bank, Starbucks
Total Rockefeller Center 70.0 % 99.8 % 98.46 202,900 2,119,000 2,119,000 950,000
SoHo:
606 Broadway (19 East Houston Street)
-Office 50.0 % 100.0 % 138.74 30,000 30,000
-Retail 50.0 % 100.0 % 722.86 6,000 6,000 HSBC, Harman International
50.0 % 100.0 % 215.57 7,500 36,000 36,000 74,119
304 - 306 Canal Street
-Retail 100.0 % 100.0 % 58.96 4,000 4,000 Stellar Works
-Residential (4 units) 100.0 % 0.0 % 9,000 9,000
100.0 % 200 13,000 4,000 9,000
334 Canal Street
-Retail 100.0 % 0.0 % 4,000 4,000
-Residential (4 units) 100.0 % 0.0 % 10,000 10,000
100.0 % 14,000 14,000
Total SoHo 7,700 63,000 40,000 23,000 74,119
  • 43 -

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NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Times Square:
1540 Broadway Forever 21, Disney
-Retail 52.0 % 78.5 % $ 138.05 $ 18,000 161,000 161,000 $ MAC Cosmetics, U.S. Polo
1535 Broadway
-Retail 52.0 % 100.0 % 1,203.86 45,000 45,000 T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre 52.0 % 100.0 % 16.08 62,000 62,000 Nederlander-Marquis Theatre
52.0 % 100.0 % 462.32 45,900 107,000 107,000
Total Times Square 63,900 268,000 268,000
Upper East Side:
1131 Third Avenue
-Retail 100.0 % 100.0 % 215.70 4,900 23,000 23,000 Nike, Crunch LLC, J.Jill
40 East 66th Street
-Residential (3 units) 100.0 % 100.0 % 10,000 10,000
Total Upper East Side 4,900 33,000 33,000
Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office 100.0 % 100.0 % 49.54 10,400 209,000 209,000 The City of New York
85 Tenth Avenue Google, Telehouse International Corp.,
-Office 49.9 % 80.4 % 92.72 595,000 595,000 Clear Secure, Inc.
-Retail 49.9 % 55.0 % 51.41 43,000 43,000
49.9 % 78.8 % 90.95 45,300 638,000 638,000 625,000
537 West 26th Street
-Retail 100.0 % 100.0 % 161.89 2,800 17,000 17,000 The Chelsea Factory Inc.
61 Ninth Avenue (2 buildings)
(ground leased through 2115)**
-Office 45.1 % 100.0 % 146.70 171,000 171,000 Aetna Life Insurance Company, Apple Inc.
-Retail 45.1 % 100.0 % 396.19 23,000 23,000 Starbucks
45.1 % 100.0 % 163.10 34,000 194,000 194,000 167,500
512 West 22nd Street Warner Media, Next Jump, Omniva LLC*,
-Office 55.0 % 84.5 % 122.12 165,000 165,000 Capricorn Investment Group
-Retail 55.0 % 100.0 % 103.93 8,000 8,000 Galeria Nara Roesler, Harper's Books
55.0 % 85.2 % 121.14 17,800 173,000 173,000 129,250
Total Chelsea/Meatpacking District 110,300 1,231,000 1,231,000 921,750
  • 44 -

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NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Upper West Side:
50-70 West 93rd Street
-Residential (324 units) 49.9 % 99.0 % $ $ 283,000 283,000 $ 83,500
Tribeca:
Independence Plaza
-Residential (1,327 units) 50.1 % 96.5 % 1,186,000 1,186,000
-Retail 50.1 % 54.5 % 82.65 72,000 72,000 Duane Reade
50.1 % 4,300 1,258,000 1,258,000 675,000
339 Greenwich Street
-Retail 100.0 % 100.0 % 74.17 300 8,000 8,000 Sarabeth's
Total Tribeca 4,600 1,266,000 1,266,000 675,000
New Jersey:
Paramus
-Office 100.0 % 81.2 % 25.79 2,600 129,000 129,000 Vornado's Administrative Headquarters
Property under Development:
Sunset Pier 94 Studios<br>     (ground leased through 2110)**
“-Studio 49.9 % 266,000 266,000 100
Properties to be Developed:
Hotel Pennsylvania site
-Land 100.0 %
57th Street
-Land 50.0 %
Eighth Avenue and 34th Street
-Land 100.0 %
New York Office:
Total 91.8 % $ 89.06 $ 1,481,800 20,207,000 18,771,000 1,436,000 $ 8,619,250
Vornado's Ownership Interest 91.6 % $ 86.49 $ 1,224,600 17,376,000 16,073,000 1,303,000 $ 6,158,730
New York Retail:
Total 76.6 % $ 273.48 $ 440,300 2,394,000 2,117,000 277,000 $ 745,180
Vornado's Ownership Interest 74.3 % $ 225.76 $ 288,900 1,955,000 1,678,000 277,000 $ 511,909
New York Residential:
Total 96.5 % 1,498,000 1,479,000 19,000 $ 758,500
Vornado's Ownership Interest 96.6 % 764,000 745,000 19,000 $ 379,842
  • 45 -

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NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) 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 % $ 133.53 939,000 939,000 $ 500,000 Bloomberg L.P.
-Retail 32.4 % 90.3 % 252.71 140,000 140,000 300,000 The Home Depot, Hutong, Capital One
32.4 % 98.9 % 145.92 $ 153,600 1,079,000 1,079,000 800,000
Rego Park I, Queens (4.8 acres) 32.4 % 63.3 % 52.71 11,300 338,000 338,000 Burlington, Marshalls, IKEA
Rego Park II (adjacent to Rego Park I),
Queens (6.6 acres) 32.4 % 76.9 % 69.24 32,500 616,000 616,000 202,544 Costco, Kohl's, TJ Maxx, Best Buy*
Flushing, Queens (1.0 acre ground leased through 2037)** 32.4 % 100.0 % 32.88 5,500 167,000 167,000 New World Mall LLC
The Alexander Apartment Tower,
Rego Park, Queens, NY
-Residential (312 units) 32.4 % 93.6 % 255,000 255,000 94,000
Total Alexander's 32.4 % 87.3 % 106.54 202,900 2,455,000 2,455,000 1,096,544
Total New York 90.1 % $ 104.28 $ 2,125,000 26,554,000 24,822,000 1,732,000 $ 11,219,474
Vornado's Ownership Interest 89.9 % $ 97.32 $ 1,621,200 20,890,000 19,291,000 1,599,000 $ 7,405,761

________________________________

*    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 monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12. Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space. Includes rent from storage and other non-selling space and excludes rent from residential units.

(3)Represents contractual debt obligations.

(4)Secured amount outstanding on revolving credit facilities.

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

(6)On October 4, 2023, we completed a $75,000 refinancing of 150 West 34th Street. See page 5 for details.

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

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

(9)75,000 square feet is leased from 666 Fifth Avenue Office Condominium.

  • 46 -

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OTHER SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
THE MART:
THE MART, Chicago Motorola Mobility (guaranteed by Google),
1871, ANGI Home Services, Inc, Paypal, Inc.,
Allscripts Healthcare, Kellogg Company,
Chicago School of Professional Psychology, ConAgra Foods Inc.,
Innovation Development Institute, Inc., Avant LLC,
Allstate Insurance Company, Medline Industries, Inc,
-Office 100.0 % 80.6 % $ 48.26 $ 82,300 2,094,000 2,094,000 Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.
-Showroom/Trade show 100.0 % 72.1 % 56.69 59,400 1,472,000 1,472,000
-Retail 100.0 % 64.0 % 50.15 3,000 98,000 98,000
100.0 % 76.8 % 51.46 144,700 3,664,000 3,664,000 $
Other (2 properties) 50.0 % 93.9 % 50.55 900 19,000 19,000 27,471
Total THE MART, Chicago 145,600 3,683,000 3,683,000 27,471
Property to be Developed:
527 West Kinzie, Chicago 100.0 %
Total THE MART 76.8 % $ 51.45 $ 145,600 3,683,000 3,683,000 $ 27,471
Vornado's Ownership Interest 76.8 % $ 51.45 $ 145,200 3,674,000 3,674,000 $ 13,736
555 California Street:
555 California Street 70.0 % 98.7 % $ 94.82 $ 138,400 1,506,000 1,506,000 $ 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 % 99.7 % 89.53 20,700 235,000 235,000 Bank of America, N.A., Regus, Ripple Labs Inc., Blue Shield,<br>Lending Home Corporation
345 Montgomery Street 70.0 % 0.0 % 78,000 78,000
Total 555 California Street 94.5 % $ 94.10 $ 159,100 1,819,000 1,819,000 $ 1,200,000
Vornado's Ownership Interest 94.5 % $ 94.10 $ 111,300 1,274,000 1,274,000 $ 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 monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12. Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space. Includes rent from storage and other non-selling space and excludes rent from residential units.

(3)Represents the contractual debt obligations.

  • 47 -

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OTHER SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands) %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Annualized Escalated Rent(2) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(4) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
Owned by<br>Company Owned by<br><br>Tenant(3)
OTHER:
Virginia:
Rosslyn Plaza
-Office - 4 buildings 46.2 % 58.4 % $ 54.81 736,000 432,000 304,000 Corporate Executive Board, Nathan Associates
-Residential - 2 buildings (197 units) 43.7 % 98.0 % 253,000 253,000
45.6 % $ 13,490 989,000 685,000 304,000 $ 25,000
Fashion Centre Mall / Washington Tower
-Office 7.5 % 75.0 % 55.92 170,000 170,000 42,300 The Rand Corporation
-Retail 7.5 % 96.5 % 40.61 868,000 868,000 412,700 Macy's, Nordstrom
7.5 % 93.0 % 42.63 51,819 1,038,000 1,038,000 455,000
New Jersey:
Wayne Town Center, Wayne<br>(ground leased through 2064)** 100.0 % 100.0 % 31.51 14,893 690,000 238,000 443,000 9,000 JCPenney, Costco, Dick's Sporting Goods,
Nordstrom Rack, UFC FIT
Atlantic City<br><br>(11.3 acres ground leased through 2070 to VICI<br><br>Properties for a portion of the Borgata Hotel<br><br>and Casino complex) 100.0 % 100.0 % VICI Properties (ground lessee)
Maryland:
Annapolis<br>(ground and building leased through 2042)** 100.0 % 100.0 % 11.70 1,589 128,000 128,000 The Home Depot
Total Other 88.9 % $ 40.36 $ 81,791 2,845,000 2,089,000 443,000 313,000 $ 480,000
Vornado's Ownership Interest 91.9 % $ 30.29 $ 26,601 1,346,000 754,000 443,000 149,000 $ 46,729

________________________________

**    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)Represents monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12. Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space. Includes rent from storage and other non-selling space and excludes rent from residential units.

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

(4)Represents the contractual debt obligations.

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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
RESEARCH COVERAGE
Camille Bonnel Caitlin Burrows/Julien Blouin Ronald Kamdem
Bank of America/BofA Securities Goldman Sachs Morgan Stanley
416-369-2140 212-902-4736/212-357-7297 212-296-8319
John P. Kim Dylan Burzinski Alexander Goldfarb/Connor Mitchell
BMO Capital Markets Green Street Advisors Piper Sandler
212-885-4115 949-640-8780 212-466-7937/203-861-7615
Michael Griffin Anthony Paolone/Ray Zhong Nicholas Yulico
Citi JP Morgan Scotia Capital (USA) Inc
212-816-5871 212-622-6682/212-622-5411 212-225-6904
Derek Johnston Mark Streeter/Ian Snyder Michael Lewis
Deutsche Bank JP Morgan Fixed Income Truist Securities
212-250-5683 212-834-5086/212-834-3798 212-319-5659
Steve Sakwa Vikram Malhotra
Evercore ISI Mizuho Securities (USA) Inc.
212-446-9462 212-282-3827
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, accruals for ground rent resets yet to be determined, 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.

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, accruals for ground rent resets yet to be determined, 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 it excludes 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. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period-to-period FFO, as one of several criteria to determine performance-based compensation for senior management. 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 EBITDAre in accordance with the NAREIT definition. NAREIT defines EBITDAre as GAAP net income or 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 entities 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 entities. 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 ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME 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, 2023
2023 2022 2023 2022
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 46,377 $ 104,391 $ 84,665
Per diluted share $ 0.28 $ 0.04 $ 0.24 $ 0.54 $ 0.44
Certain (income) expense items that impact net income attributable to common shareholders:
Net gain on contribution of Pier 94 leasehold interest to joint venture (35,968) (35,968)
After-tax net gain on sale of The Armory Show (17,076) (17,076)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,115 3,776 2,206 8,196 10,183
Our share of Alexander's gain on sale of Rego Park III land parcel (16,396) (16,396)
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities (6,173) (6,085)
Other 5,954 28,090 (6,194) 48 19,784
(43,975) 31,866 (20,384) (67,369) 23,882
Noncontrolling interests' share of above adjustments 3,974 (2,206) 1,461 6,224 (1,895)
Total of certain (income) expense items that impact net income attributable to common shareholders (40,001) 29,660 (18,923) (61,145) 21,987
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 12,845 $ 37,429 $ 27,454 $ 43,246 $ 106,652
Per diluted share (non-GAAP) $ 0.07 $ 0.19 $ 0.14 $ 0.22 $ 0.56
  • ii -

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME 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, 2023
2023 2022 2023 2022
Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 46,377 $ 104,391 $ 84,665
Per diluted share $ 0.28 $ 0.04 $ 0.24 $ 0.54 $ 0.44
FFO adjustments:
Depreciation and amortization of real property $ 97,809 $ 122,438 $ 94,922 $ 287,523 $ 335,020
Real estate impairment losses 625 625
Net gain on sale of real estate (53,045) (260) (53,305) (28,354)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 26,765 32,584 26,666 80,900 98,404
Net loss (gain) on sale of real estate 6 (16,545) (16,545) (169)
72,154 155,028 104,783 299,198 404,901
Noncontrolling interests' share of above adjustments (5,900) (10,731) (7,510) (22,156) (28,018)
FFO adjustments, net $ 66,254 $ 144,297 $ 97,273 $ 277,042 $ 376,883
FFO attributable to common shareholders (non-GAAP) $ 119,100 $ 152,066 $ 143,650 $ 381,433 $ 461,548
Impact of assumed conversion of dilutive convertible securities 387 395 409 1,225 915
FFO attributable to common shareholders plus assumed conversions (non-GAAP) 119,487 152,461 144,059 382,658 462,463
Add back of FFO allocated to noncontrolling interests of the Operating Partnership 10,607 11,308 11,090 30,843 34,314
FFO attributable to Class A unitholders (non-GAAP) $ 130,094 $ 163,769 $ 155,149 $ 413,501 $ 496,777
FFO per diluted share (non-GAAP) $ 0.62 $ 0.79 $ 0.74 $ 1.97 $ 2.39
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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, 2023
2023 2022 2023 2022
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 119,487 $ 152,461 $ 144,059 $ 382,658 $ 462,463
Per diluted share (non-GAAP) $ 0.62 $ 0.79 $ 0.74 $ 1.97 $ 2.39
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) $ 3,115 $ 3,776 $ 2,206 $ 8,196 $ 10,183
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities (6,173) (6,085)
Other 5,330 1,477 (5,785) (167) 3,840
8,445 5,253 (3,579) 1,856 7,938
Noncontrolling interests' share of above adjustments (691) (364) 257 (143) (550)
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net $ 7,754 $ 4,889 $ (3,322) $ 1,713 $ 7,388
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 127,241 $ 157,350 $ 140,737 $ 384,371 $ 469,851
Per diluted share (non-GAAP) $ 0.66 $ 0.81 $ 0.72 $ 1.98 $ 2.43
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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, 2023
2023 2022 2023 2022
FFO attributable to common shareholders plus assumed conversions (non-GAAP) (A) $ 119,487 $ 152,461 $ 144,059 $ 382,658 $ 462,463
Adjustments to arrive at FAD (non-GAAP):
Certain items that impact FAD 8,445 5,253 (3,579) 1,856 7,130
Recurring tenant improvements, leasing commissions and other capital expenditures (56,687) (42,314) (46,932) (164,220) (121,897)
Stock-based compensation expense 9,665 3,886 11,868 33,247 22,887
Amortization of debt issuance costs 10,012 5,546 9,162 28,014 17,759
Personal property depreciation 1,414 1,963 1,604 4,249 4,374
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (2,980) (1,419) (5,570) (3,498) (8,824)
Noncontrolling interests in the Operating Partnership's share of above adjustments 2,465 1,812 2,317 7,323 5,375
FAD adjustments, net (B) (27,666) (25,273) (31,130) (93,029) (73,196)
FAD (non-GAAP) (A+B) $ 91,821 $ 127,188 $ 112,929 $ 289,629 $ 389,267
FAD payout ratio (1) 0.0 % 80.3 % 0.0 % 25.2 % 79.1 %

________________________________

(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 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 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, 2023
2023 2022 2023 2022
Net income $ 59,570 $ 20,112 $ 62,733 $ 133,501 $ 142,390
Depreciation and amortization expense 110,349 134,526 107,162 324,076 370,631
General and administrative expense 35,838 29,174 39,410 116,843 102,292
Transaction related costs and other 813 996 30 1,501 4,961
Income from partially owned entities (18,269) (24,341) (37,272) (72,207) (83,775)
(Income) loss from real estate fund investments (1,783) 111 102 (1,662) (5,421)
Interest and other investment income, net (12,934) (5,228) (13,255) (35,792) (9,282)
Interest and debt expense 88,126 76,774 87,165 261,528 191,523
Net gains on disposition of wholly owned and partially owned assets (56,136) (936) (64,592) (35,384)
Income tax expense 11,684 3,711 4,497 20,848 14,686
NOI from partially owned entities 72,100 76,020 70,745 210,942 228,772
NOI attributable to noncontrolling interests in consolidated subsidiaries (8,363) (14,766) (18,742) (38,869) (51,100)
NOI at share 280,995 297,089 301,639 856,117 870,293
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (2,980) (1,419) (5,570) (3,498) (8,824)
NOI at share - cash basis $ 278,015 $ 295,670 $ 296,069 $ 852,619 $ 861,469
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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
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
New York $ 364,768 $ 360,033 $ (186,147) $ (182,131) $ 178,621 $ 177,902 $ 1,165 $ (5,001) $ 179,786 $ 172,901
Other 86,227 97,398 (47,590) (39,465) 38,637 57,933 1,952 2,160 40,589 60,093
Consolidated total 450,995 457,431 (233,737) (221,596) 217,258 235,835 3,117 (2,841) 220,375 232,994
Noncontrolling interests' share in consolidated subsidiaries (57,585) (55,024) 49,222 40,258 (8,363) (14,766) (8,218) 2,481 (16,581) (12,285)
Our share of partially owned entities 119,767 122,357 (47,667) (46,337) 72,100 76,020 2,121 (1,059) 74,221 74,961
Vornado's share $ 513,177 $ 524,764 $ (232,182) $ (227,675) $ 280,995 $ 297,089 $ (2,980) $ (1,419) $ 278,015 $ 295,670 For the Three Months Ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
New York $ 362,471 $ (176,410) $ 186,061 $ (840) $ 185,221
Other 109,888 (46,313) 63,575 1,327 64,902
Consolidated total 472,359 (222,723) 249,636 487 250,123
Noncontrolling interests' share in consolidated subsidiaries (64,623) 45,881 (18,742) (6,678) (25,420)
Our share of partially owned entities 117,817 (47,072) 70,745 621 71,366
Vornado's share $ 525,553 $ (223,914) $ 301,639 $ (5,570) $ 296,069
For the Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
New York $ 1,091,053 $ 1,082,743 $ (550,878) $ (536,238) $ 540,175 $ 546,505 $ 10,121 $ (33,563) $ 550,296 $ 512,942
Other 278,224 270,312 (134,355) (124,196) 143,869 146,116 3,371 4,578 147,240 150,694
Consolidated total 1,369,277 1,353,055 (685,233) (660,434) 684,044 692,621 13,492 (28,985) 697,536 663,636
Noncontrolling interests' share in consolidated subsidiaries (179,023) (163,568) 140,154 112,468 (38,869) (51,100) (20,510) 24,795 (59,379) (26,305)
Our share of partially owned entities 353,110 364,795 (142,168) (136,023) 210,942 228,772 3,520 (4,634) 214,462 224,138
Vornado's share $ 1,543,364 $ 1,554,282 $ (687,247) $ (683,989) $ 856,117 $ 870,293 $ (3,498) $ (8,824) $ 852,619 $ 861,469

________________________________

(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 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands) Total New York THE MART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended September 30, 2023 $ 280,995 $ 245,634 $ 15,132 $ 16,564 $ 3,665
Less NOI at share from:
Dispositions (164) (440) 276
Development properties (4,724) (4,724)
Other non-same store income, net (4,774) (1,109) (3,665)
Same store NOI at share for the three months ended September 30, 2023 $ 271,333 $ 239,361 $ 15,408 $ 16,564 $
NOI at share for the three months ended September 30, 2022 $ 297,089 $ 241,154 $ 35,769 $ 16,092 $ 4,074
Less NOI at share from:
Dispositions (5,040) (2,748) (2,292)
Development properties (4,549) (4,549)
Other non-same store income, net (7,679) (3,605) (4,074)
Same store NOI at share for the three months ended September 30, 2022 $ 279,821 $ 230,252 $ 33,477 $ 16,092 $
(Decrease) increase in same store NOI at share $ (8,488) $ 9,109 $ (18,069) $ 472 $
% (decrease) increase in same store NOI at share (3.0) % 4.0 % (54.0) % 2.9 % 0.0 %
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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands) Total New York THE MART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended September 30, 2023 $ 278,015 $ 240,844 $ 15,801 $ 17,552 $ 3,818
Less NOI at share - cash basis from:
Dispositions (274) (487) 213
Development properties (4,131) (4,131)
Other non-same store income, net (8,379) (4,561) (3,818)
Same store NOI at share - cash basis for the three months ended September 30, 2023 $ 265,231 $ 231,665 $ 16,014 $ 17,552 $
NOI at share - cash basis for the three months ended September 30, 2022 $ 295,670 $ 237,692 $ 36,772 $ 16,926 $ 4,280
Less NOI at share - cash basis from:
Dispositions (4,857) (2,655) (2,202)
Development properties (4,943) (4,943)
Other non-same store income, net (7,520) (3,240) (4,280)
Same store NOI at share - cash basis for the three months ended September 30, 2022 $ 278,350 $ 226,854 $ 34,570 $ 16,926 $
(Decrease) increase in same store NOI at share - cash basis $ (13,119) $ 4,811 $ (18,556) $ 626 $
% (decrease) increase in same store NOI at share - cash basis (4.7) % 2.1 % (53.7) % 3.7 % 0.0 %
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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands) Total New York THE MART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the nine months ended September 30, 2023 $ 856,117 $ 729,994 $ 47,003 $ 64,840 $ 14,280
Less NOI at share from:
Dispositions (1,301) (1,577) 276
Development properties (19,864) (19,864)
Other non-same store (income) expense, net (12,919) 1,361 (14,280)
Same store NOI at share for the nine months ended September 30, 2023 $ 822,033 $ 709,914 $ 47,279 $ 64,840 $
NOI at share for the nine months ended September 30, 2022 $ 870,293 $ 732,913 $ 75,630 $ 49,051 $ 12,699
Less NOI at share from:
Dispositions (12,833) (10,541) (2,292)
Development properties (20,251) (20,251)
Other non-same store income, net (24,402) (11,703) (12,699)
Same store NOI at share for the nine months ended September 30, 2022 $ 812,807 $ 690,418 $ 73,338 $ 49,051 $
Increase (decrease) in same store NOI at share $ 9,226 $ 19,496 $ (26,059) $ 15,789 $
% increase (decrease) in same store NOI at share 1.1 % 2.8 % (35.5) % 32.2 % 0.0 %
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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands) Total New York THE MART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the nine months ended September 30, 2023 $ 852,619 $ 723,440 $ 47,068 $ 67,554 $ 14,557
Less NOI at share - cash basis from:
Dispositions (1,824) (2,037) 213
Development properties (17,588) (17,588)
Other non-same store income, net (20,589) (6,032) (14,557)
Same store NOI at share - cash basis for the nine months ended September 30, 2023 $ 812,618 $ 697,783 $ 47,281 $ 67,554 $
NOI at share - cash basis for the nine months ended September 30, 2022 $ 861,469 $ 719,287 $ 78,749 $ 50,141 $ 13,292
Less NOI at share - cash basis from:
Dispositions (13,302) (11,100) (2,202)
Development properties (19,319) (19,319)
Other non-same store income, net (25,320) (12,028) (13,292)
Same store NOI at share - cash basis for the nine months ended September 30, 2022 $ 803,528 $ 676,840 $ 76,547 $ 50,141 $
Increase (decrease) in same store NOI at share - cash basis $ 9,090 $ 20,943 $ (29,266) $ 17,413 $
% increase (decrease) in same store NOI at share - cash basis 1.1 % 3.1 % (38.2) % 34.7 % 0.0 %
  • xi -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO JUNE 30, 2023 (unaudited)
(Amounts in thousands) Total New York THE MART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended September 30, 2023 $ 280,995 $ 245,634 $ 15,132 $ 16,564 $ 3,665
Less NOI at share from:
Dispositions (164) (440) 276
Development properties (4,724) (4,724)
Other non-same store income, net (4,414) (749) (3,665)
Same store NOI at share for the three months ended September 30, 2023 $ 271,693 $ 239,721 $ 15,408 $ 16,564 $
NOI at share for the three months ended June 30, 2023 $ 301,639 $ 248,366 $ 16,462 $ 31,347 $ 5,464
Less NOI at share from:
Dispositions (181) (567) 386
Development properties (4,206) (4,206)
Other non-same store income, net (6,298) (834) (5,464)
Same store NOI at share for the three months ended June 30, 2023 $ 290,954 $ 242,759 $ 16,848 $ 31,347 $
Decrease in same store NOI at share $ (19,261) $ (3,038) $ (1,440) $ (14,783) $
% decrease in same store NOI at share (6.6) % (1.3) % (8.5) % (47.2) % 0.0 %
  • xii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 COMPARED TO JUNE 30, 2023 (unaudited)
(Amounts in thousands) Total New York THE MART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended September 30, 2023 $ 278,015 $ 240,844 $ 15,801 $ 17,552 $ 3,818
Less NOI at share - cash basis from:
Dispositions (274) (487) 213
Development properties (4,131) (4,131)
Other non-same store income, net (8,019) (4,201) (3,818)
Same store NOI at share - cash basis for the three months ended September 30, 2023 $ 265,591 $ 232,025 $ 16,014 $ 17,552 $
NOI at share - cash basis for the three months ended June 30, 2023 $ 296,069 $ 241,569 $ 16,592 $ 32,284 $ 5,624
Less NOI at share - cash basis from:
Dispositions (345) (822) 477
Development properties (4,389) (4,389)
Other non-same store income, net (5,780) (156) (5,624)
Same store NOI at share - cash basis for the three months ended June 30, 2023 $ 285,555 $ 236,202 $ 17,069 $ 32,284 $
Decrease in same store NOI at share - cash basis $ (19,964) $ (4,177) $ (1,055) $ (14,732) $
% decrease in same store NOI at share - cash basis (7.0) % (1.8) % (6.2) % (45.6) % 0.0 %
  • xiii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF CONSOLIDATED DEBT, NET TO CONSOLIDATED CONTRACTUAL DEBT (unaudited)
(Amounts in thousands)
As of September 30, 2023
Consolidated<br><br>Debt, Net Deferred Financing<br><br>Costs, Net and Other Consolidated Contractual Debt
Mortgages payable $ 5,714,761 $ 43,454 $ 5,758,215
Senior unsecured notes 1,193,362 6,638 1,200,000
$800 Million unsecured term loan 794,212 5,788 800,000
$2.5 Billion unsecured revolving credit facilities 575,000 575,000
$ 8,277,335 $ 55,880 $ 8,333,215
  • xiv -

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME TO EBITDAre (unaudited)
(Amounts in thousands) For the Three Months Ended For the Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30, June 30, 2023
2023 2022 2023 2022
Reconciliation of net income to EBITDAre (non-GAAP):
Net income $ 59,570 $ 20,112 $ 62,733 $ 133,501 $ 142,390
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries 13,541 3,792 2,781 26,250 (4,756)
Net income attributable to the Operating Partnership 73,111 23,904 65,514 159,751 137,634
EBITDAre adjustments at share:
Depreciation and amortization expense 125,988 156,985 123,192 372,672 437,798
Interest and debt expense 114,424 98,358 118,132 343,673 250,473
Income tax expense 12,267 4,151 4,655 21,876 15,491
Real estate impairment losses 625 625
Net (gain) loss on sale of real estate (56,150) 6 (16,805) (72,955) (28,523)
EBITDAre at share 270,265 283,404 294,688 825,642 812,873
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries 10,619 14,449 19,757 42,562 53,649
EBITDAre (non-GAAP) $ 280,884 $ 297,853 $ 314,445 $ 868,204 $ 866,522
  • 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, 2023
2023 2022 2023 2022
EBITDAre (non-GAAP) $ 280,884 $ 297,853 $ 314,445 $ 868,204 $ 866,522
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries (10,619) (14,449) (19,757) (42,562) (53,649)
Certain expense (income) items that impact EBITDAre:
Net gains on disposition of wholly owned and partially owned assets (902) (1,018)
Gain on sale of 220 CPS condominium units and ancillary amenities (7,520) (7,030)
Other 762 1,477 (5,673) (3,849) 3,450
Total of certain expense (income) items that impact EBITDAre 762 1,477 (6,575) (12,387) (3,580)
EBITDAre, as adjusted (non-GAAP) $ 271,027 $ 284,881 $ 288,113 $ 813,255 $ 809,293
  • xvi -

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Document

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INDEX
Page
FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS 3 - 7
DEBT AND CAPITALIZATION
Unsecured Notes Covenant Ratios and Credit Ratings 8
Liquidity and Capitalization 9
Net Debt to EBITDAre, As Adjusted / Debt Snapshot 10
Hedging Instruments 11
Consolidated Debt Maturities 12 - 13
PROPERTY STATISTICS
Top 15 Tenants 14
Lease Expirations 15
DEVELOPMENT ACTIVITY
Development/Redevelopment - Active Projects 16
APPENDIX: DEFINITIONS AND NON-GAAP RECONCILIATIONS i - vi

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; estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions, including the form of any 2023 dividend payments, and the amount and form of potential share repurchases and/or asset sales. 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, some of the factors are the impacts of the increase in interest rates and inflation on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have 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. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022. 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"), including 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 ii in the Appendix.

This supplemental package should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and the Company’s Supplemental Operating and Financial Data package for the quarter ended September 30, 2023, both of which can be accessed at the Company’s website www.vno.com.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

Third Quarter 2023 Financial Highlights

Net income attributable to common shareholders for the quarter ended September 30, 2023 was $52,846,000, or $0.28 per diluted share, compared to $7,769,000, or $0.04 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended September 30, 2023 was $12,845,000, or $0.07 per diluted share, and $37,429,000, or $0.19 per diluted share for the prior year’s quarter.

EBITDAre, as adjusted (non-GAAP) for the quarter ended September 30, 2023 was $271,027,000, compared to $284,881,000 for the prior year’s quarter.

Liquidity

As of September 30, 2023, we have $3.2 billion of liquidity comprised of $1.3 billion of cash and cash equivalents and restricted cash and $1.9 billion available on our $2.5 billion revolving credit facilities.

Active Development

As of September 30, 2023, we have expended $1,044 million of cash with an estimated $256 million remaining to be spent across PENN 1, PENN 2, and PENN districtwide improvements.

We have a 49.9% interest in a joint venture that is developing Sunset Pier 94 Studios (see below for details). As of September 30, 2023, we have funded $7,994,000 of our estimated $34,000,000 share of cash contributions to the project.

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.

2023 Business Developments

Sunset Pier 94 Studios Joint Venture

On August 28, 2023, we, together with Hudson Pacific Properties and Blackstone Inc., formed a joint venture (“Pier 94 JV”) to develop a 266,000 square foot purpose-built studio campus at Pier 94 in Manhattan (“Sunset Pier 94 Studios”). In connection therewith:

•We contributed our Pier 94 leasehold interest to the joint venture in exchange for a 49.9% common equity interest and an initial capital account of $47,944,000, comprised of (i) the $40,000,000 value of our Pier 94 leasehold interest contribution and (ii) a $7,944,000 credit for pre-development costs incurred. Hudson Pacific Properties (“HPP”) and Blackstone Inc. (together, “HPP/BX”) received an aggregate 50.1% common equity interest in Pier 94 JV and an initial capital account of $22,976,000 in exchange for (i) a $15,000,000 cash contribution upon the joint venture’s formation and (ii) a $7,976,000 credit for pre-development costs incurred. HPP/BX will fund 100% of cash contributions until such time that its capital account is equal to Vornado’s, after which equity will be funded in accordance with each partner’s respective ownership interest.

•The lease of Pier 94 with the City of New York was amended and restated to allow for the contribution to Pier 94 JV and to remove Pier 92 from the lease’s demised premises. The amended and restated lease expires in 2060 with five 10-year renewal options.

•Pier 94 JV closed on a $183,200,000 construction loan facility ($100,000 outstanding as of September 30, 2023) which bears interest at SOFR plus 4.75% and matures in September 2025, with one one-year as-of-right extension option and two one-year extension options subject to certain conditions. VRLP and the other partners provided a joint and several completion guarantee.

The development cost of the project is estimated to be $350,000,000, which will be funded with $183,200,000 of construction financing (described above) and $166,800,000 of equity contributions. Our share of equity contributions will be funded by (i) our $40,000,000 Pier 94 leasehold interest contribution and (ii) $34,000,000 of cash contributions, which are net of an estimated $9,000,000 for our share of development fees and reimbursement for overhead costs incurred by us.

Upon contribution of the Pier 94 leasehold, we recognized a $35,968,000 net gain primarily due to the step-up of our retained investment in the leasehold interest to fair value. The net gain was included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income for the three and nine months ended September 30, 2023.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2023 Business Developments - continued

Dividends/Share Repurchase Program

On April 26, 2023, we announced the postponement of dividends on our common shares until the end of 2023, at which time, upon finalization of our 2023 taxable income, including the impact of asset sales, we will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by our Board of Trustees. Cash retained from dividends or from asset sales will be used to reduce debt and/or to fund the share repurchase program discussed below.

We also announced that our Board of Trustees has authorized the repurchase of up to $200,000,000 of our outstanding common shares under a newly established share repurchase program.

During the three months ended September 30, 2023, we repurchased 302,200 common shares for $5,927,000 at an average price per share of $19.61. In total, we have repurchased 2,024,495 common shares under the program at an average price per share of $14.40. As of September 30, 2023, $170,857,000 remained available and authorized for repurchases.

350 Park Avenue

On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.

Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. Citadel has also master leased Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we entered into a joint venture with Rudin (the “Vornado/Rudin JV”) which was formed to purchase 39 East 51st Street. Upon formation of the KG joint venture described below, 39 East 51st Street will be combined with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”). On June 20, 2023, the Vornado/Rudin JV completed the purchase of 39 East 51st Street for $40,000,000, which was funded on a 50/50 basis by Vornado and Rudin.

From October 2024 to June 2030, KG will have the option to either:

•acquire a 60% interest in a joint venture with the Vornado/Rudin JV that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with the Vornado/Rudin JV as developer. KG would own 60% of the joint venture and the Vornado/Rudin JV would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin JV).

◦at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case the Vornado/Rudin JV would not participate in the new development.

Further, the Vornado/Rudin JV will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, the Vornado/Rudin JV will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.

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

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2023 Business Developments - continued

Dispositions

Alexander's, Inc. ("Alexanders")

On May 19, 2023, Alexander's completed the sale of the Rego Park III land parcel, located in Queens, New York, for $71,060,000, inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date. As a result of the sale, we recognized our $16,396,000 share of the net gain and received a $711,000 sales commission from Alexander’s, of which $250,000 was paid to a third-party broker.

The Armory Show

On July 3, 2023, we completed the sale of The Armory Show, located in New York, for $24,410,000, subject to certain post-closing adjustments, and realized net proceeds of $22,489,000. In connection with the sale, we recognized a net gain of $20,181,000 which is included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income.

Manhattan Retail Properties Sale

On August 10, 2023, we completed the sale of four Manhattan retail properties located at 510 Fifth Avenue, 148–150 Spring Street, 443 Broadway and 692 Broadway for $100,000,000 and realized net proceeds of $95,450,000. In connection with the sale, we recognized an impairment loss of $625,000 which is included in “transaction related costs and other” on our consolidated statements of income.

Financing Activity

150 West 34th Street

On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000.

On October 4, 2023, we completed a $75,000,000 refinancing of 150 West 34th Street, of which $25,000,000 is recourse to the Operating Partnership. The interest-only loan bears a rate of SOFR plus 2.15% and matures in February 2025, with three one-year as-of-right extension options and an additional one-year extension option available subject to satisfying a loan-to-value test. The interest rate on the loan is subject to an interest rate cap arrangement with a SOFR strike rate of 5.00%, which matures in February 2026. The loan replaces the previous $100,000,000 loan, which bore interest at SOFR plus 1.86%.

697-703 Fifth Avenue (Fifth Avenue and Times Square JV)

On June 14, 2023, the Fifth Avenue and Times Square JV completed a restructuring of the 697-703 Fifth Avenue $421,000,000 non-recourse mortgage loan, which matured in December 2022. The restructured $355,000,000 loan, which had its principal reduced through an application of property-level reserves and funds from the partners, was split into (i) a $325,000,000 senior note, which bears interest at SOFR plus 2.00%, and (ii) a $30,000,000 junior note, which accrues interest at a fixed rate of 4.00%. The restructured loan matures in March 2028, as fully extended. Any amounts funded for future re-leasing of the property will be senior to the $30,000,000 junior note.

512 West 22nd Street

On June 28, 2023, a joint venture, in which we have a 55% interest, completed a $129,250,000 refinancing of 512 West 22nd Street, a 173,000 square foot Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.00% in year one and SOFR plus 2.35% thereafter. The loan matures in June 2025 with a one-year extension option subject to debt service coverage ratio, loan-to-value and debt yield requirements. The loan replaces the previous $137,124,000 loan that bore interest at LIBOR plus 1.85% and had an initial maturity of June 2023. In addition, the joint venture entered into the interest rate cap arrangement detailed in the table on the following page.

825 Seventh Avenue

On July 24, 2023, a joint venture, in which we have a 50% interest, completed a $54,000,000 refinancing of the office condominium of 825 Seventh Avenue, a 173,000 square foot Manhattan office and retail building. The interest-only loan bears a rate of SOFR plus 2.75%, with a 30 basis point reduction available upon satisfaction of certain leasing conditions, and matures in January 2026. The loan replaces the previous $60,000,000 loan that bore interest at LIBOR plus 2.35% and was scheduled to mature in July 2023.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2023 Business Developments - continued

Financing Activity - continued

Interest Rate Swap and Cap Arrangements

We entered into the following interest rate swap and cap arrangements during the nine months ended September 30, 2023. See page 11 for further information on our interest rate swap and cap arrangements:

(Amounts in thousands) Notional Amount<br>(at share) All-In Swapped Rate Expiration Date Variable Rate Spread
Interest rate swaps:
555 California Street (effective 05/24) $ 840,000 6.03% 05/26 S+205
Unsecured term loan(1) (effective 10/23) 150,000 5.12% 07/25 S+129
Index Strike Rate
Interest rate caps:
1290 Avenue of the Americas (70.0% interest) (effective 11/23)(2) $ 665,000 1.00% 11/25 S+162
One Park Avenue (effective 3/24) 525,000 3.89% 03/25 S+122
731 Lexington Avenue office condominium (32.4% interest) 162,000 6.00% 06/24 Prime + 0
640 Fifth Avenue (52.0% interest) 259,925 4.00% 05/24 S+111
512 West 22nd Street (55.0% interest) 71,088 4.50% 06/25 S+200

______________________________

(1)In addition to the swap disclosed above, the unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements that were entered into in prior periods. The table below summarizes the impact of the swap arrangements on the unsecured term loan.

Swapped Balance All-In Swapped Rate Unswapped Balance<br>(bears interest at S+129)
Through 10/23 $ 800,000 4.04% $
10/23 through 07/25 700,000 4.52% 100,000
07/25 through 10/26 550,000 4.35% 250,000
10/26 through 08/27 50,000 4.03% 750,000

(2)In connection with the arrangement, we made a $63,100 up-front payment, of which $18,930 is attributable to noncontrolling interests.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

Leasing Activity:

The leasing activity and related statistics 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.

For the Three Months Ended September 30, 2023

236,000 square feet of New York Office space (190,000 square feet at share) at an initial rent of $93.33 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 176,000 square feet of second generation space were negative 0.3% and negative 2.5%, respectively. Tenant improvements and leasing commissions were $12.87 per square foot per annum, or 13.8% of initial rent.

29,000 square feet of New York Retail space (21,000 square feet at share) at an initial rent of $373.28 per square foot and a weighted average lease term of 8.4 years. The changes in the GAAP and cash mark-to-market rent on the 9,000 square feet of second generation space were positive 31.3% and positive 33.5%, respectively. Tenant improvements and leasing commissions were $26.02 per square foot per annum, or 7.0% of initial rent.

68,000 square feet at THE MART (63,000 square feet at share) at an initial rent of $54.71 per square foot and a weighted average lease term of 5.2 years. The changes in the GAAP and cash mark-to-market rent on the 40,000 square feet of second generation space were negative 9.0% and negative 10.4%, respectively. Tenant improvements and leasing commissions were $10.46 per square foot per annum, or 19.1% of initial rent.

For the Nine Months Ended September 30, 2023

1,292,000 square feet of New York Office space (1,186,000 square feet at share) at an initial rent of $97.99 per square foot and a weighted average lease term of 9.5 years. The changes in the GAAP and cash mark-to-market rent on the 1,027,000 square feet of second generation space were positive 7.3% and positive 1.6%, respectively. Tenant improvements and leasing commissions were $5.66 per square foot per annum, or 5.8% of initial rent.

259,000 square feet of New York Retail space (200,000 square feet at share) at an initial rent of $116.03 per square foot and a weighted average lease term of 5.6 years. The changes in the GAAP and cash mark-to-market rent on the 113,000 square feet of second generation space were positive 17.0% and positive 15.4%, respectively. Tenant improvements and leasing commissions were $19.01 per square foot per annum, or 16.4% of initial rent.

176,000 square feet at THE MART (171,000 square feet at share) at an initial rent of $55.87 per square foot and a weighted average lease term of 5.7 years. The changes in the GAAP and cash mark-to-market rent on the 112,000 square feet of second generation space were negative 5.9% and negative 9.8%, respectively. Tenant improvements and leasing commissions were $8.49 per square foot per annum, or 15.2% of initial rent.

10,000 square feet at 555 California Street (7,000 square feet at share) at an initial rent of $134.70 per square foot and a weighted average lease term of 5.9 years. The changes in the GAAP and cash mark-to-market rent on the 4,000 square feet of second generation space were positive 12.8% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $22.92 per square foot per annum, or 17.0% of initial rent.

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UNSECURED NOTES COVENANT RATIOS AND CREDIT RATINGS (unaudited)
(Amounts in thousands) As of
--- --- --- --- --- ---
Unsecured Notes Covenant Ratios(1) Required September 30, <br>2023 June 30, <br>2023 March 31, <br>2023 December 31, <br>2022
Total outstanding debt/total assets(2) Less than 65% 50% 49% 50% 48%
Secured debt/total assets Less than 50% 33% 33% 33% 32%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense) Greater than 1.50 2.17 2.30 2.24 2.29
Unencumbered assets/unsecured debt Greater than 150% 319% 320% 340% 342% Consolidated Unencumbered EBITDA(1) (non-GAAP): Q3 2023<br>Annualized
--- --- ---
New York $ 276,968
Other 95,456
Total $ 372,424 Credit Ratings(3): Rating Outlook
--- --- ---
Moody’s Baa3 Negative
S&P BBB- Negative
Fitch BB+ Stable

________________________________

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

(2)Total assets include EBITDA capped at 7.0% per the terms of our senior unsecured notes covenants.

(3)Credit ratings are provided for informational purposes only and are not a recommendation to buy or sell our securities.

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LIQUIDITY AND CAPITALIZATION (unaudited)
(Amounts in millions, except per share amounts)
Liquidity Snapshot(1)
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(1) Prior to June 30, 2022, the $1.25 billion revolving credit facility maturing in 2027, as fully extended, had full capacity of $1.5 billion.
(2) The debt balances presented represent contractual debt balances. See reconciliation on page iv in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of September 30, 2023.
(3) Based on the Vornado Realty Trust (NYSE: VNO) September 30, 2023 quarter end closing common share price of $22.68.

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Company capitalization(2): Amount % Total
Consolidated mortgages payable (at 100%) $ 5,758 40%
Unsecured debt (contractual) 2,575 18%
Perpetual preferred shares/units 1,223 9%
Equity(3) 4,750 33%
Total 14,306 100%
Pro rata share of debt of non-consolidated entities 2,655
Less: Noncontrolling interests' share of consolidated debt (682)
Total at share $ 16,279

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NET DEBT TO EBITDAre, AS ADJUSTED (unaudited)
(Amounts in millions)
As of and For the Trailing Twelve Months Ended September 30, 2023 As of and For the Year Ended December 31,
2022 2021 2020
Secured debt $ 5,758 $ 5,878 $ 6,099 $ 5,608
Unsecured debt 2,575 2,575 2,575 1,825
Pro rata share of debt of non-consolidated entities 2,655 2,697 2,700 2,873
Less: Noncontrolling interests’ share of consolidated debt (682) (682) (682) (483)
Company’s pro rata share of total debt $ 10,306 $ 10,468 $ 10,692 $ 9,823
% Unsecured debt 25% 25% 24% 19%
Company’s pro rata share of total debt $ 10,306 $ 10,468 $ 10,692 $ 9,823
Less: Cash and cash equivalents and investments in U.S. Treasury bills (1,000) (1,362) (1,760) (1,624)
Less: Escrowed cash included within restricted cash on our balance sheet (208) (94) (131) (77)
Less: Pro rata share of unconsolidated partially owned entities’ cash and cash equivalents and escrowed cash (297) (316) (291) (283)
Plus: Noncontrolling interests’ share of cash and cash equivalents, escrowed cash and investments in U.S. Treasury bills 93 94 110 51
Less: Participation in 150 West 34th Street mortgage loan (105) (105) (105)
Less: Projected cash proceeds from 220 Central Park South (80) (90) (148) (275)
Net debt $ 8,814 $ 8,595 $ 8,367 $ 7,510
EBITDAre, as adjusted (non-GAAP) $ 1,095 $ 1,091 $ 949 $ 910
Net debt / EBITDAre, as adjusted (non-GAAP) 8.0 x 7.9 x 8.8 x 8.3 x

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See page ii in the Appendix for definitions of EBITDAre and net debt to EBITDAre, as adjusted. See reconciliation of net income (loss) to EBITDAre on page v in the Appendix and reconciliation of EBITDAre to EBITDAre, as adjusted on page vi in the Appendix.

DEBT SNAPSHOT (unaudited)
(Amounts in millions)
As of September 30, 2023
Total Variable Fixed
(Contractual debt balances) Amount Weighted<br>Average<br>Interest Rate Amount Weighted<br>Average<br>Interest Rate Amount Weighted<br>Average<br>Interest Rate
Consolidated debt(1) $ 8,333 4.19% $ 2,189 5.87% $ 6,144 3.59%
Pro rata share of debt of non-consolidated entities 2,655 5.37% 1,454 6.61% 1,201 3.87%
Total 10,988 4.47% 3,643 6.16% 7,345 3.64%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street) (682) (682)
Company's pro rata share of total debt $ 10,306 4.34% $ 2,961 6.08% $ 7,345 3.64%

As of September 30, 2023, $1,995 of variable rate debt (at share) is subject to interest rate cap arrangements, the $966 of variable rate debt not subject to interest rate cap arrangements represents 9% of our total pro rata share of debt. See the following page for details.

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(1) See reconciliation on page iv in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of September 30, 2023.

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HEDGING INSTRUMENTS AS OF SEPTEMBER 30, 2023 (unaudited)
(Amounts in thousands)
Debt Information Swap / Cap Information
Balance at Share Maturity Date(1) Variable Rate Spread Notional Amount at Share Expiration Date All-In Swapped Rate
Interest Rate Swaps:
Consolidated:
555 California Street mortgage loan
In-place swap $ 840,000 05/28 S+205 $ 840,000 05/24 2.29%
Forward swap (effective 05/24) 05/26 6.03%
770 Broadway mortgage loan 700,000 07/27 S+225 700,000 07/27 4.98%
PENN 11 mortgage loan 500,000 10/25 S+206 500,000 03/24 2.22%
Unsecured revolving credit facility 575,000 12/27 S+114 575,000 08/27 3.87%
Unsecured term loan 800,000 12/27 S+129 800,000 (2) 10/23 4.04%
100 West 33rd Street mortgage loan 480,000 06/27 S+165 480,000 06/27 5.06%
888 Seventh Avenue mortgage loan 263,400 12/25 S+180 200,000 09/27 4.76%
4 Union Square South mortgage loan 120,000 08/25 S+150 98,650 01/25 3.74%
Unconsolidated:
731 Lexington Avenue - retail condominium mortgage loan 97,200 08/25 S+151 97,200 05/25 1.76%
50-70 West 93rd Street mortgage loan 41,667 12/24 S+164 41,168 06/24 3.14%
$ 4,417,267 4,332,018
Interest Rate Caps: Index Strike Rate Cash Interest Rate(3) Effective Interest Rate(4)
Consolidated:
1290 Avenue of the Americas mortgage loan
In-place cap $ 665,000 11/28 S+162 665,000 11/23 3.89% 5.51% 5.56%
Forward cap (effective 11/23) 11/25 1.00% 2.62% 5.94%
One Park Avenue mortgage loan 525,000 03/26 S+122 525,000 03/25 3.89% 5.11% 6.09%
150 West 34th Street mortgage loan(5) 100,000 05/24 S+186 100,000 05/24 4.10% 5.96% 6.72%
606 Broadway mortgage loan 37,060 09/24 S+191 37,060 09/24 4.00% 5.91% 5.95%
Unconsolidated:
640 Fifth Avenue mortgage loan 259,925 05/24 S+111 259,925 05/24 4.00% 5.11% 6.03%
731 Lexington Avenue - office condominium mortgage loan 162,000 06/24 Prime+0 162,000 06/24 6.00% 6.00% 8.46%
61 Ninth Avenue mortgage loan 75,543 01/26 S+146 75,543 02/24 4.39% 5.85% 6.02%
512 West 22nd Street mortgage loan 71,088 06/25 S+200 71,088 06/25 4.50% 6.50% 7.16%
Rego Park II mortgage loan 65,624 12/25 S+145 65,624 11/24 4.15% 5.60% 6.28%
Fashion Centre Mall/Washington Tower mortgage loan 34,125 05/26 S+305 34,125 05/24 3.89% 6.94% 6.98%
$ 1,995,365 1,995,365 (6)
Fixed rate debt per loan agreements 3,012,690
Variable rate debt not subject to interest rate swaps or caps 966,152 (6)
Total debt at share $ 10,306,225

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(1)Assumes the exercise of as-of-right extension options.

(2)The unsecured term loan is subject to various interest rate swap arrangements during the term. See page 6 for details.

(3)Equals the sum of (i) the index rate in effect as of the most recent contractual reset date, adjusted for hedging instruments, and (ii) the contractual spread.

(4)Equals the sum of (i) the cash interest rate and (ii) the effect of amortization of the interest rate cap premium over the term.

(5)On October 4, 2023, we entered into a 5.00% interest rate cap arrangement in connection with the $75,000 refinancing of 150 West 34th Street. See page 5 for details.

(6)Our exposure to SOFR index increases is partially mitigated by an increase in interest income on our cash, cash equivalents and restricted cash.

See page 6 for details of interest rate hedging arrangements entered into during 2023.

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CONSOLIDATED DEBT MATURITIES (CONTRACTUAL BALANCES) (unaudited)
(Amounts in millions)
Consolidated Debt Maturity Schedule(1) as of September 30, 2023<br><br>(Excludes pro rata share of JV debt)(2)
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Consolidated (100%):
Secured $ 7 $ 291 $ 855 $ 525 $ 1,580 $ 2,500
Unsecured 450 400 1,375 350
Total consolidated debt (100%) $ 7 $ 291 $ 1,305 $ 925 $ 2,955 $ 2,850 (3)
% of total consolidated debt 0.1 % 3.5 % 15.7 % 11.1 % 35.5 % 34.1 %
Debt maturities at share:
Consolidated debt (100%) $ 7 $ 291 $ 1,305 $ 925 $ 2,955 $ 2,850
Pro rata share of debt of non-consolidated entities 1,064 576 620 40 355
Less: Noncontrolling interests' share of consolidated debt (37) (645)
Total debt at share $ 7 $ 1,318 $ 1,881 $ 1,545 $ 2,995 $ 2,560
% of total debt at share 0.1 % 12.8 % 18.3 % 15.0 % 29.1 % 24.7 %

_______________________________

(1)Assumes the exercise of as-of-right extension options. Debt classified as fixed rate includes the effect of interest rate swap arrangements which may expire prior to debt maturity. See the previous page for information on interest rate swap arrangements.

(2)Vornado Realty L.P. guarantees $800 of JV partnership debt comprised of the $300 mortgage loan on 7 West 34th Street and the $500 mortgage loan on 640 Fifth Avenue included in the Fifth Avenue and Times Square JV. This $800 is excluded from the schedule presented above.

(3)Of the $1,310 floating rate debt expiring after 2027, $645 is attributable to noncontrolling interests.

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CONSOLIDATED DEBT MATURITIES AT 100% (CONTRACTUAL BALANCES) (unaudited)
(Amounts in thousands)
Property Maturity Date(1) Spread over SOFR Interest Rate(2) 2023 2024 2025 2026 2027 Thereafter Total
Secured Debt:
435 Seventh Avenue 02/24 S+141 6.74% $ $ 95,696 $ $ $ $ $ 95,696
150 West 34th Street(3) 05/24 S+186 5.96% 100,000 100,000
606 Broadway (50.0% interest) 09/24 S+191 5.91% 74,119 74,119
4 Union Square South 08/25 4.29% 120,000 120,000
PENN 11 10/25 2.22% 500,000 500,000
888 Seventh Avenue 12/25 5.33% 7,200 21,600 234,600 263,400
One Park Avenue 03/26 S+122 5.11% 525,000 525,000
350 Park Avenue 01/27 3.92% 400,000 400,000
100 West 33rd Street 06/27 5.06% 480,000 480,000
770 Broadway 07/27 4.98% 700,000 700,000
555 California Street (70.0% interest) 05/28 3.82% 1,200,000 1,200,000
1290 Avenue of the Americas (70.0% interest) 11/28 S+162 5.51% 950,000 950,000
909 Third Avenue 04/31 3.23% 350,000 350,000
Total Secured Debt 7,200 291,415 854,600 525,000 1,580,000 2,500,000 5,758,215
Unsecured Debt:
Senior unsecured notes due 2025 01/25 3.50% 450,000 450,000
$1.25 Billion unsecured revolving credit facility 04/26 S+119 (4) 0.00%
Senior unsecured notes due 2026 06/26 2.15% 400,000 400,000
$1.25 Billion unsecured revolving credit facility 12/27 3.87% (4) 575,000 575,000
$800 Million unsecured term loan 12/27 4.04% (4) 800,000 800,000
Senior unsecured notes due 2031 06/31 3.40% 350,000 350,000
Total Unsecured Debt 450,000 400,000 1,375,000 350,000 2,575,000
Total Debt $ 7,200 $ 291,415 $ 1,304,600 $ 925,000 $ 2,955,000 $ 2,850,000 $ 8,333,215
Weighted average rate 7.13% 6.29% 3.37% 3.83% 4.38% 4.26% 4.19%
Fixed rate debt(5) $ $ $ 1,248,650 $ 400,000 $ 2,955,000 $ 1,540,000 $ 6,143,650
Fixed weighted average rate expiring 0.00% 0.00% 3.21% 2.15% 4.38% 2.76% 3.59%
Floating rate debt $ 7,200 $ 291,415 $ 55,950 $ 525,000 $ $ 1,310,000 $ 2,189,565
Floating weighted average rate expiring 7.13% 6.29% 7.02% 5.11% 0.00% 6.02% 5.87%

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(1)Assumes the exercise of as-of-right extension options.

(2)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable. See page 11 for information on interest rate swap and interest rate cap arrangements.

(3)On October 4, 2023, we completed a $75,000 refinancing of 150 West 34th Street. See page 5 for details.

(4)Reflects a 0.01% interest rate reduction that we qualified for by achieving certain sustainability key performance indicator (KPI) metrics. We must achieve the KPI metrics annually in order to receive the interest rate reduction.

(5)Debt classified as fixed rate includes the effect of interest rate swap arrangements which may expire prior to debt maturity. See page 11 for information on interest rate swap arrangements.

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TOP 15 TENANTS (unaudited)
(Amounts in thousands, except square feet)
Tenants Square Footage At Share Annualized Escalated Rents<br><br>At Share(1) % of Total Annualized Escalated Rents<br>At Share
Meta Platforms, Inc. 1,451,153 $ 168,694 9.3 %
IPG and affiliates 967,552 64,495 3.6 %
Citadel 585,460 62,498 3.5 %
New York University 685,290 48,890 2.7 %
Google/Motorola Mobility (guaranteed by Google) 759,446 41,129 2.2 %
Bloomberg L.P. 306,768 40,685 2.2 %
Equitable Financial Life Insurance Company 335,356 36,383 2.0 %
Amazon (including its Whole Foods subsidiary) 312,694 30,516 1.7 %
Swatch Group USA 11,957 28,560 1.6 %
Neuberger Berman Group LLC 306,612 28,220 1.5 %
Madison Square Garden & Affiliates 408,031 27,357 1.5 %
AMC Networks, Inc. 326,717 26,261 1.4 %
Bank of America 247,459 25,229 1.4 %
LVMH Brands 65,060 25,152 1.4 %
Apple Inc. 412,434 24,077 1.3 %
37.3 %

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(1)Represents monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12. Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space.

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LEASE EXPIRATIONS (unaudited)
(Amounts in thousands) Our Share of Square Feet of Expiring Leases<br>As of September 30, 2023
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New York Office 602 780 725 1,227 1,181 1,048 1,210 639 891 958 509 4,702
New York Retail 22 206 42 82 37 26 45 156 67 57 20 350
THE MART 47 233 208 298 189 695 114 47 296 390 54 196
555 California Street 65 274 238 65 112 120 109 5 15 173
Total 671 1,284 1,249 1,845 1,472 1,881 1,489 951 1,254 1,410 598 5,421
% of total 3.4% 6.6% 6.4% 9.4% 7.5% 9.6% 7.6% 4.9% 6.4% 7.2% 3.1% 27.9%

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(1)    Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter.

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DEVELOPMENT/REDEVELOPMENT - ACTIVE PROJECTS
(Amounts in thousands, except square feet)
(at Vornado’s share) Projected Incremental<br>Cash Yield
New York segment: Property<br>Rentable<br>Sq. Ft. Budget Cash Amount<br>Expended Remaining Expenditures Stabilization Year
PENN District:
PENN 2 - as expanded 1,795,000 $ 750,000 $ 582,671 $ 167,329 2025 9.5%
PENN 1 (including LIRR Concourse Retail)(1) 2,558,000 450,000 415,663 34,337 N/A 13.2% (1)(2)
Districtwide Improvements N/A 100,000 45,490 54,510 N/A N/A
Total PENN District 1,300,000 (3) 1,043,824 256,176 10.1%
Sunset Pier 94 Studios (49.9% interest)(4) 266,000 125,000 (4) 7,994 117,006 2026 10.3%
Total Active Development Projects $ 1,425,000 $ 1,051,818 $ 373,182

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(1)Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in June 2023, which has yet to be determined and may be material.

(2)Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.5 years.

(3)Excluding debt and equity carry.

(4)Represents our 49.9% share of the $350,000 development budget and excludes the $40,000 value of our contributed leasehold interest. $34,000 will be funded via cash contributions. See page 3 for further details.

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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APPENDIX

DEFINITIONS AND NON-GAAP RECONCILIATIONS

i

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FIXED INCOME SUPPLEMENTAL DEFINITIONS

The fixed income 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 within this supplemental package.

EBITDAre - EBITDAre (i.e., EBITDA for real estate companies) is a non-GAAP financial measure established by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to EBITDA reported by other REITs that do not compute EBITDAre in accordance with the NAREIT definition. NAREIT defines EBITDAre as GAAP net income or 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 entities 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 entities. 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.

Net Debt to EBITDAre, as adjusted - Net debt to EBITDAre, as adjusted represents the ratio of net debt to annualized EBITDAre, as adjusted. Net debt is calculated as (i) the Company’s consolidated debt less noncontrolling interests’ share of consolidated debt plus the Company’s pro rata share of debt of unconsolidated entities less (ii) the Company’s consolidated cash and cash equivalents, cash held in escrow and investments in U.S. Treasury bills less noncontrolling interests’ share of these amounts plus the Company’s pro rata share of these amounts for unconsolidated entities. Cash held in escrow represents cash escrowed under loan agreements including for debt service, real estate taxes, property insurance, and capital improvements, and the Company is not able to direct the use of this cash. The availability of cash and cash equivalents for use in debt reduction cannot be assumed, as the Company may use its cash and cash equivalents for other purposes. Further, the Company may not be able to direct the use of its pro rata share of cash and cash equivalents of unconsolidated entities.The Company discloses net debt to EBITDAre, as adjusted because management believes it is useful to investors as a supplemental measure in evaluating the Company’s balance sheet leverage. Net debt to EBITDAre, as adjusted may not be comparable to similarly titled measures employed by other companies.

ii

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2023 2022 2023 2022
Net income attributable to common shareholders $ 52,846 $ 7,769 $ 104,391 $ 84,665
Per diluted share $ 0.28 $ 0.04 $ 0.54 $ 0.44
Certain (income) expense items that impact net income attributable to common shareholders:
Net gain on contribution of Pier 94 leasehold interest to joint venture $ (35,968) $ $ (35,968) $
After-tax net gain on sale of The Armory Show (17,076) (17,076)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,115 3,776 8,196 10,183
Our share of Alexander's, Inc. ("Alexander's") gain on sale of Rego Park III land parcel (16,396)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities (6,173) (6,085)
Other 5,954 28,090 48 19,784
(43,975) 31,866 (67,369) 23,882
Noncontrolling interests' share of above adjustments 3,974 (2,206) 6,224 (1,895)
Total of certain (income) expense items that impact net income attributable to common shareholders (40,001) 29,660 (61,145) 21,987
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 12,845 $ 37,429 $ 43,246 $ 106,652
Per diluted share (non-GAAP) $ 0.07 $ 0.19 $ 0.22 $ 0.56

iii

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF CONSOLIDATED DEBT, NET TO CONSOLIDATED CONTRACTUAL DEBT (unaudited)
(Amounts in thousands)
As of September 30, 2023
Consolidated<br>Debt, Net Deferred Financing<br>Costs, Net and Other Consolidated Contractual Debt
Mortgages payable $ 5,714,761 $ 43,454 $ 5,758,215
Senior unsecured notes 1,193,362 6,638 1,200,000
$800 Million unsecured term loan 794,212 5,788 800,000
$2.5 Billion unsecured revolving credit facilities 575,000 575,000
$ 8,277,335 $ 55,880 $ 8,333,215

iv

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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 September 30, For the Trailing Twelve Months Ended For the Year Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 September 30, 2023 2022 2021 2020
Reconciliation of net income (loss) to EBITDAre (non-GAAP):
Net income (loss) $ 59,570 $ 20,112 $ (391,501) $ (382,612) $ 207,553 $ (461,845)
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries 13,541 3,792 36,743 5,737 (24,014) 139,894
Net income (loss) attributable to the Operating Partnership 73,111 23,904 (354,758) (376,875) 183,539 (321,951)
EBITDAre adjustments at share:
Depreciation and amortization expense 125,988 156,985 528,196 593,322 526,539 532,298
Interest and debt expense 114,424 98,358 455,521 362,321 297,116 309,003
Net (gain) loss on sale of real estate (56,150) 6 (103,352) (58,920) (15,675)
Income tax expense (benefit) 12,267 4,151 29,789 23,404 (9,813) 36,253
Real estate impairment losses 625 596,113 595,488 7,880 645,346
EBITDAre at share 270,265 283,404 1,151,509 1,138,740 989,586 1,200,949
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries 10,619 14,449 60,699 71,786 75,987 (91,155)
EBITDAre (non-GAAP) $ 280,884 $ 297,853 $ 1,212,208 $ 1,210,526 $ 1,065,573 $ 1,109,794

v

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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 September 30, For the Trailing Twelve Months Ended For the Year Ended December 31,
2023 2022 September 30, 2023 2022 2021 2020
EBITDAre (non-GAAP) $ 280,884 $ 297,853 $ 1,212,208 $ 1,210,526 $ 1,065,573 $ 1,109,794
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries (10,619) (14,449) (60,699) (71,786) (75,987) 91,155
Certain (income) expense items that impact EBITDAre:
Our share of (income) loss from real estate fund investments (480) (201) (278) (1,671) (3,757) 63,114
Net gains on disposition of wholly owned and partially owned assets (18,390) (17,372) (643)
Gain on sale of 220 CPS condominium units and ancillary amenities (42,364) (41,874) (50,318) (381,320)
Hotel Pennsylvania loss 11,625 31,139
Other 1,242 1,678 4,049 12,741 2,483 (3,589)
Total of certain expense (income) items that impact EBITDAre 762 1,477 (56,983) (48,176) (40,610) (290,656)
EBITDAre, as adjusted (non-GAAP) $ 271,027 $ 284,881 $ 1,094,526 $ 1,090,564 $ 948,976 $ 910,293

vi

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