8-K

VORNADO REALTY TRUST (VNO)

8-K 2023-02-13 For: 2023-02-13
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):

February 13, 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 February 13, 2023, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the fourth quarter of 2022.  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 February 13, 2023
99.2 Vornado Realty Trust supplemental operating and financial data for the quarter and year ended December 31, 2022
99.3 Vornado Realty Trust supplemental fixed income data for the quarter and year ended December 31, 2022
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: February 13, 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: February 13, 2023

3

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

Vornado Announces Fourth Quarter 2022 Financial Results

New York City | February 13, 2023

Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended December 31, 2022 Financial Results

NET LOSS attributable to common shareholders for the quarter ended December 31, 2022 was $493,280,000, or $2.57 per diluted share, compared to net income attributable to common shareholders of $11,269,000, or $0.06 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 December 31, 2022 was $19,954,000, or $0.10 per diluted share, and $22,977,000, or $0.12 per diluted share for the quarter ended December 31, 2021.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended December 31, 2022 was $176,465,000, or $0.91 per diluted share, compared to $141,017,000, or $0.73 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended December 31, 2022 was $139,041,000, or $0.72 per diluted share, and $156,130,000, or $0.81 per diluted share for the quarter ended December 31, 2021.

Year Ended December 31, 2022 Financial Results

NET LOSS attributable to common shareholders for the year ended December 31, 2022 was $408,615,000, or $2.13 per diluted share, compared to net income attributable to common shareholders of $101,086,000, or $0.53 per diluted share, for the year ended December 31, 2021. 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 year ended December 31, 2022 was $126,468,000, or $0.66 per diluted share, and $88,153,000, or $0.46 per diluted share, for the year ended December 31, 2021.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the year ended December 31, 2022 was $638,928,000, or $3.30 per diluted share, compared to $571,074,000, or $2.97 per diluted share, for the year ended December 31, 2021. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the year ended December 31, 2022 was $608,892,000, or $3.15 per diluted share, and $549,863,000, or $2.86 per diluted share, for the year ended December 31, 2021.

Non-Cash Impairment Charges

Net loss attributable to common shareholders for the quarter and year ended December 31, 2022 includes $595,488,000 of non-cash impairment charges, of which $483,037,000 relates to Vornado’s common equity investment in the Fifth Avenue and Times Square joint venture ("Retail JV").

By way of background, in April 2019, we recognized a $2.559 billion gain upon the transfer of seven properties to the Retail JV, which included a GAAP required write-up to fair value of its retained interest in the properties. The $483,037,000 impairment charge recognized this quarter together with the $409,060,000 impairment charge previously recognized in 2020, effectively reverse a portion of the $2.559 billion gain attributable to the 2019 required write-up.

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The following table reconciles net (loss) 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>December 31, For the Year Ended<br>December 31,
2022 2021 2022 2021
Net (loss) income attributable to common shareholders $ (493,280) $ 11,269 $ (408,615) $ 101,086
Per diluted share $ (2.57) $ 0.06 $ (2.13) $ 0.53
Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Non-cash real estate impairment losses on wholly owned and partially owned assets $ 595,488 $ $ 595,488 $ 7,880
Net gains on disposition of wholly owned and partially owned assets (47,769) (11,620) (62,685) (15,315)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities (29,773) (13,584) (35,858) (44,607)
Hotel Pennsylvania loss (primarily accelerated building depreciation expense) 26,614 8,998 71,087 29,472
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,482 9,180 13,665 10,868
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV (13,613)
Other 3,449 19,569 7,289 (2,436)
551,491 12,543 575,373 (14,138)
Noncontrolling interests' share of above adjustments (38,257) (835) (40,290) 1,205
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders $ 513,234 $ 11,708 $ 535,083 $ (12,933)
Per diluted share (non-GAAP) $ 2.67 $ 0.06 $ 2.79 $ (0.07)
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 19,954 $ 22,977 $ 126,468 $ 88,153
Per diluted share (non-GAAP) $ 0.10 $ 0.12 $ 0.66 $ 0.46
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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>December 31, For the Year Ended<br>December 31,
2022 2021 2022 2021
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 176,465 $ 141,017 $ 638,928 $ 571,074
Per diluted share (non-GAAP) $ 0.91 $ 0.73 $ 3.30 $ 2.97
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities $ (29,773) $ (13,584) $ (35,858) $ (44,607)
Net gains on disposition of wholly owned and partially owned assets (17,372) (17,372) (643)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,482 9,180 13,665 10,868
Other 3,449 20,595 7,289 12,026
(40,214) 16,191 (32,276) (22,356)
Noncontrolling interests' share of above adjustments 2,790 (1,078) 2,240 1,145
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ (37,424) $ 15,113 $ (30,036) $ (21,211)
Per diluted share (non-GAAP) $ (0.19) $ 0.08 $ (0.15) $ (0.11)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 139,041 $ 156,130 $ 608,892 $ 549,863
Per diluted share (non-GAAP) $ 0.72 $ 0.81 $ 3.15 $ 2.86

FFO, as Adjusted Bridge - Q4 2022 vs. Q4 2021

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2022:

(Amounts in millions, except per share amounts) FFO, as Adjusted
Amount Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021 $ 156.1 $ 0.81
(Decrease) increase in FFO, as adjusted due to:
Increase in interest expense, net of increase in interest income (29.6)
Rent commencement and other tenant related items 11.7
Prior period accrual adjustments related to theMART property tax expense 8.1
Straight-line impact of PENN 1 2023 estimated ground rent reset (5.7)
Other, net (1.3)
(16.8)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities (0.3)
Net decrease (17.1) (0.09)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2022 $ 139.0 $ 0.72

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 months and years ended December 31, 2022 and 2021. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided above.

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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.

Citadel will master lease 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 is being provided. Citadel will also master lease Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we have entered into a joint venture with Rudin (“Vornado/Rudin”) to purchase 39 East 51st Street for $40,000,000 and, upon formation of the KG joint venture described below, will combine that property with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”).

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

•acquire a 60% interest in a joint venture with Vornado/Rudin 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 Vornado/Rudin as developer. KG would own 60% of the joint venture and Vornado/Rudin 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 joint venture).

◦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 Vornado/Rudin would not participate in the new development.

The parties intend to immediately commence design of the project and process approvals.

Further, Vornado/Rudin 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, Vornado/Rudin 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.

Dividend:

On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

Dispositions:

220 CPS

During the three months ended December 31, 2022, we closed on the sale of two condominium units and ancillary amenities at 220 CPS for net proceeds of $71,895,000 resulting in a financial statement net gain of $34,844,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $5,071,000 of income tax expense was recognized on our consolidated statements of income. During the year ended December 31, 2022, we closed on the sale of three condominium units and ancillary amenities at 220 CPS for net proceeds of $88,019,000 resulting in a financial statement net gain of $41,874,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $6,016,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2022, we have closed on the sale of 109 units and ancillary amenities for net proceeds of $3,094,915,000 resulting in financial statement net gains of $1,159,129,000. As of December 31, 2022, we are 97% sold.

SoHo Properties

On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Center Building (33-00 Northern Boulevard)

On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

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Dispositions - continued:

484-486 Broadway

On December 15, 2022, we sold 484-486 Broadway, a 30,000 square foot retail and residential building for $23,520,000, and realized net proceeds of $22,430,000. In connection with the sale, we recognized a net gain of $2,919,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

40 Fulton Street

On December 21, 2022, we sold 40 Fulton Street, a 251,000 square foot Manhattan office and retail building, for $101,000,000, and realized net proceeds of $96,566,000. In connection with the sale, we recognized a net gain of $31,876,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Financings:

100 West 33rd Street

On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (5.96% as of December 31, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The interest rate on the loan was swapped to a fixed rate of 5.06% through March 2024, and 5.26% through June 2027. The loan matures in June 2027, with two one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.

770 Broadway

On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (6.48% as of December 31, 2022) and matures in July 2024 with three one-year extension options (July 2027 as fully extended). The interest rate on the loan was swapped to a fixed rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.

Unsecured Revolving Credit Facility

On June 30, 2022, we amended and extended one of our two revolving credit facilities. The $1.25 billion amended facility bears interest at a rate of SOFR plus 1.15% (5.47% as of December 31, 2022). The term of the facility was extended from March 2024 to December 2027, as fully extended. The facility fee is 25 basis points. On August 16, 2022, the interest rate on the $575,000,000 drawn on the facility was swapped to a fixed interest rate of 3.88% through August 2027. Our other $1.25 billion revolving credit facility matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.

Unsecured Term Loan

On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2024 to December 2027. The extended loan bears interest at a rate of SOFR plus 1.30% (5.62% as of December 31, 2022) and is currently swapped to a fixed rate of 4.05%.

330 West 34th Street land owner joint venture

On August 18, 2022, the joint venture that owns the fee interest in the 330 West 34th Street land, in which we have a 34.8% interest, completed a $100,000,000 refinancing. The interest-only loan bears interest at a fixed rate of 4.55% and matures in September 2032. In connection with the refinancing, we realized net proceeds of $10,500,000. The loan replaces the previous $50,150,000 loan that bore interest at a fixed rate of 5.71%.

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

On December 21, 2022, the 697-703 Fifth Avenue $450,000,000 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29,000,000 of property-level funds were applied by the lenders against the principal balance resulting in a $421,000,000 loan balance as of December 31, 2022. The loan bears default interest at the Prime Rate plus 1.00% (8.50% as of December 31, 2022). The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations. We do not believe that the resolution of these negotiations will result in further impairment losses on our investment in the Fifth Avenue and Times Square JV.

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Financings - continued:

Interest Rate Hedging Activities

During the year ended December 31, 2022, we entered into $2.0 billion of interest rate swap arrangements and extended a $500,000,000 interest rate swap arrangement, reducing our variable rate debt at share as a percentage of our total debt at share to 27% from 47% (excluding our participation in the 150 West 34th Street mortgage loan which was repaid on January 9, 2023). The exposure to LIBOR/SOFR index increases on our $2.8 billion of unswapped variable rate debt is partially mitigated over the next year by $2.2 billion of interest rate caps and by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills. For further detail on our interest rate swap and cap arrangements, see page 34 of our Supplemental Operating and Financial Data package for the quarter and year ended December 31, 2022.

The table below presents the interest rate swap arrangements entered into during the year ended December 31, 2022.

(Amounts in thousands) Notional Amount All-In Swapped Rate Swap Expiration Date Variable Rate Spread
770 Broadway mortgage loan $ 700,000 4.98% 07/27 S+225
Unsecured revolving credit facility 575,000 3.88% 08/27 S+115
Unsecured term loan(1) 50,000 4.04% 08/27 S+130
Unsecured term loan (effective 10/23)(1) 500,000 4.39% 10/26 S+130
100 West 33rd Street mortgage loan 480,000 5.06% 06/27 S+165
888 Seventh Avenue mortgage loan(2) 200,000 4.76% 09/27 S+180

____________________

(1)On February 7, 2023, we entered into a forward interest rate swap arrangement for $150,000 of the $800,000 unsecured term loan. The unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements through August 2027, see below for details:

Swapped Balance All-In Swapped Rate Unswapped Balance<br>(bears interest at S+130)
Through 10/23 $ 800,000 4.05% $
10/23 through 7/25 700,000 4.53% 100,000
7/25 through 10/26 550,000 4.36% 250,000
10/26 through 8/27 50,000 4.04% 750,000

(2)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80%.

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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 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 December 31, 2022

•154,000 square feet of New York Office space (147,000 square feet at share) at an initial rent of $84.58 per square foot and a weighted average lease term of 7.6 years. The changes in the GAAP and cash mark-to-market rent on the 135,000 square feet of second generation space were positive 17.2% and positive 9.8%, respectively. Tenant improvements and leasing commissions were $10.32 per square foot per annum, or 12.2% of initial rent.

•20,000 square feet of New York Retail space (15,000 square feet at share) at an initial rent of $284.73 per square foot and a weighted average lease term of 11.8 years. The 20,000 square feet was first generation space. Tenant improvements and leasing commissions were $26.98 per square foot per annum, or 9.5% of initial rent.

•24,000 square feet at theMART (all at share) at an initial rent of $59.45 per square foot and a weighted average lease term of 6.5 years. The changes in the GAAP and cash mark-to-market rent on the 23,000 square feet of second generation space were negative 7.3% and negative 12.1%, respectively. Tenant improvements and leasing commissions were $6.60 per square foot per annum, or 11.1% of initial rent.

For the Year Ended December 31, 2022

•894,000 square feet of New York Office space (753,000 square feet at share) at an initial rent of $84.51 per square foot and a weighted average lease term of 8.9 years. The changes in the GAAP and cash mark-to-market rent on the 498,000 square feet of second generation space were positive 9.0% and positive 5.4%, respectively. Tenant improvements and leasing commissions were $11.84 per square foot per annum, or 14.0% of initial rent.

•111,000 square feet of New York Retail space (100,000 square feet at share) at an initial rent of $266.25 per square foot and a weighted average lease term of 11.6 years. The changes in the GAAP and cash mark-to-market rent on the 42,000 square feet of second generation space were negative 38.3% and negative 34.2%, respectively. Tenant improvements and leasing commissions were $22.68 per square foot per annum, or 8.5% of initial rent.

•299,000 square feet at theMART (all at share) at an initial rent of $52.40 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 244,000 square feet of second generation space were negative 4.8% and negative 5.4%, respectively. Tenant improvements and leasing commissions were $10.48 per square foot per annum, or 20.0% of initial rent.

•210,000 square feet at 555 California Street (147,000 square feet at share) at an initial rent of $96.40 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 135,000 square feet of second generation space were positive 24.3% and positive 13.6%, respectively. Tenant improvements and leasing commissions were $7.15 per square foot per annum, or 7.4% of initial rent.

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

Below is the percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street.

Total New York theMART(2) 555 California Street
Same store NOI at share % increase (decrease)(1):
Three months ended December 31, 2022 compared to December 31, 2021 6.3 % 5.0 % 32.1 % 0.3 %
Year ended December 31, 2022 compared to December 31, 2021 7.1 % 3.5 % 64.2 % 2.7 %
Three months ended December 31, 2022 compared to September 30, 2022 (0.8) % 5.6 % (41.1) % 3.4 %
Same store NOI at share - cash basis % increase (decrease)(1):
Three months ended December 31, 2022 compared to December 31, 2021 7.9 % 5.9 % 24.7 % 16.8 %
Year ended December 31, 2022 compared to December 31, 2021 9.0 % 5.0 % 58.0 % 13.3 %
Three months ended December 31, 2022 compared to September 30, 2022 (0.9) % 4.8 % (37.6) % 4.4 %

____________________

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

(2)2022 includes the impact of prior period accrual adjustments related to (i) a property tax reassessment recognized in the third quarter and (ii) a change in the property tax rate recognized in the fourth quarter. 2022 also includes an increase in tradeshow activity compared to the prior year.

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NOI At Share:

The elements of our New York and Other NOI at share for the three months and years ended December 31, 2022 and 2021 and the three months ended September 30, 2022 are summarized below.

(Amounts in thousands) For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2022
2022 2021 2022 2021
NOI at share:
New York:
Office(1) $ 184,045 $ 179,929 $ 174,790 $ 718,686 $ 677,167
Retail 50,083 48,365 52,127 205,753 173,363
Residential 4,978 4,894 4,598 19,600 17,783
Alexander's 9,489 8,751 9,639 37,469 37,318
Hotel Pennsylvania(2) (12,677)
Total New York 248,595 241,939 241,154 981,508 892,954
Other:
theMART(3) 21,276 15,959 35,769 96,906 58,909
555 California Street 16,641 16,596 16,092 65,692 64,826
Other investments 5,243 3,928 4,074 17,942 16,679
Total Other 43,160 36,483 55,935 180,540 140,414
NOI at share $ 291,755 $ 278,422 $ 297,089 $ 1,162,048 $ 1,033,368

_______________________

See notes below.

NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share - cash basis for the three months and years ended December 31, 2022 and 2021 and the three months ended September 30, 2022 are summarized below.

(Amounts in thousands) For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2022
2022 2021 2022 2021
NOI at share - cash basis:
New York:
Office(1) $ 182,648 $ 181,568 $ 174,606 $ 715,407 $ 686,507
Retail 46,168 44,536 48,096 188,846 160,801
Residential 4,660 4,758 4,556 18,214 16,656
Alexander's 10,236 9,538 10,434 40,532 40,525
Hotel Pennsylvania(2) (12,723)
Total New York 243,712 240,400 237,692 962,999 891,766
Other:
theMART(3) 23,163 18,413 36,772 101,912 64,389
555 California Street 17,672 15,128 16,926 67,813 60,680
Other investments 5,052 4,229 4,280 18,344 17,851
Total Other 45,887 37,770 57,978 188,069 142,920
NOI at share - cash basis $ 289,599 $ 278,170 $ 295,670 $ 1,151,068 $ 1,034,686

______________________

(1)Includes Building Maintenance Services NOI of $8,305, $6,918, $7,043, $27,598 and $26,344, respectively, for the three months ended December 31, 2022 and 2021 and September 30, 2022 and the years ended December 31, 2022 and 2021.

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

(3)    2022 includes the impact of prior period accrual adjustments related to (i) a property tax reassessment recognized in the third quarter and (ii) a change in the property tax rate recognized in the fourth quarter. 2022 also includes an increase in tradeshow activity compared to the prior year.

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

PENN District - Active Development/Redevelopment Summary as of December 31, 2022

(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Cash Amount<br>Expended Remaining Expenditures Stabilization Year Projected Incremental<br>Cash Yield
Active PENN District Projects Segment Budget(1)
The Farley Building (95% interest) New York 846,000 1,120,000 (2) 1,111,493 (2) 8,507 (2) (3) 6.2%
PENN 2 - as expanded New York 1,795,000 750,000 393,126 356,874 2025 9.5%
PENN 1 (including LIRR Concourse Retail)(4) New York 2,546,000 450,000 375,810 74,190 N/A 13.2% (4)(5)
Districtwide Improvements New York N/A 100,000 41,776 58,224 N/A N/A
Total Active PENN District Projects 2,420,000 1,922,205 497,795 8.3%

________________________________

(1)    Excluding debt and equity carry.

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

(3)    Office stabilized in 2022, Retail to stabilize in 2023/2024.

(4)    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 2023, which may be material.

(5)    Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.6 years.

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

Conference Call and Audio Webcast

As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, February 14, 2023 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 866-652-5200 (domestic) or 412-317-6060 (international) and asking the operator to join the Vornado Realty Trust conference call. 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; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. 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 increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic 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 December 31, Increase<br>(Decrease)
2022 2021
ASSETS
Real estate, at cost:
Land $ 2,451,828 $ 2,540,193 $ (88,365)
Buildings and improvements 9,804,204 9,839,166 (34,962)
Development costs and construction in progress 933,334 718,694 214,640
Leasehold improvements and equipment 125,389 119,792 5,597
Total 13,314,755 13,217,845 96,910
Less accumulated depreciation and amortization (3,470,991) (3,376,347) (94,644)
Real estate, net 9,843,764 9,841,498 2,266
Right-of-use assets 684,380 337,197 347,183 (1)
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents 889,689 1,760,225 (870,536)
Restricted cash 131,468 170,126 (38,658)
Investments in U.S. Treasury bills 471,962 471,962
Total 1,493,119 1,930,351 (437,232)
Tenant and other receivables 81,170 79,661 1,509
Investments in partially owned entities 2,665,073 3,297,389 (632,316)
Real estate fund investments 7,730 (7,730)
220 CPS condominium units ready for sale 43,599 57,142 (13,543)
Receivable arising from the straight-lining of rents 694,972 656,318 38,654
Deferred leasing costs, net 373,555 391,693 (18,138)
Identified intangible assets, net 139,638 154,895 (15,257)
Other assets 474,105 512,714 (38,609)
Total assets $ 16,493,375 $ 17,266,588 $ (773,213)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 5,829,018 $ 6,053,343 $ (224,325)
Senior unsecured notes, net 1,191,832 1,189,792 2,040
Unsecured term loan, net 793,193 797,812 (4,619)
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 735,969 370,206 365,763 (1)
Accounts payable and accrued expenses 450,881 613,497 (162,616)
Deferred revenue 39,882 48,118 (8,236)
Deferred compensation plan 96,322 110,174 (13,852)
Other liabilities 268,166 304,725 (36,559)
Total liabilities 9,980,263 10,062,667 (82,404)
Redeemable noncontrolling interests 436,732 688,683 (251,951)
Shareholders' equity 5,839,728 6,236,346 (396,618)
Noncontrolling interests in consolidated subsidiaries 236,652 278,892 (42,240)
Total liabilities, redeemable noncontrolling interests and equity $ 16,493,375 $ 17,266,588 $ (773,213)

____________________________________________________________

(1)In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include the 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000.

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VORNADO REALTY TRUST

OPERATING RESULTS

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>December 31, For the Year Ended<br>December 31,
2022 2021 2022 2021
Revenues $ 446,940 $ 421,080 $ 1,799,995 $ 1,589,210
Net (loss) income $ (525,002) $ 31,963 $ (382,612) $ 207,553
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 10,493 (3,691) 5,737 (24,014)
Operating Partnership 36,758 (857) 30,376 (7,540)
Net (loss) income attributable to Vornado (477,751) 27,415 (346,499) 175,999
Preferred share dividends (15,529) (16,146) (62,116) (65,880)
Series K preferred share issuance costs (9,033)
Net (loss) income attributable to common shareholders $ (493,280) $ 11,269 $ (408,615) $ 101,086
(Loss) income per common share - basic:
Net (loss) income per common share $ (2.57) $ 0.06 $ (2.13) $ 0.53
Weighted average shares outstanding 191,831 191,679 191,775 191,551
(Loss) income per common share - diluted:
Net (loss) income per common share $ (2.57) $ 0.06 $ (2.13) $ 0.53
Weighted average shares outstanding 191,831 192,040 191,775 192,122
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 176,465 $ 141,017 $ 638,928 $ 571,074
Per diluted share (non-GAAP) $ 0.91 $ 0.73 $ 3.30 $ 2.97
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 139,041 $ 156,130 $ 608,892 $ 549,863
Per diluted share (non-GAAP) $ 0.72 $ 0.81 $ 3.15 $ 2.86
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share 194,080 192,065 193,570 192,148

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. 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 3 of this press release.

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

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS

The following table reconciles net (loss) 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>December 31, For the Year Ended<br>December 31,
2022 2021 2022 2021
Net (loss) income attributable to common shareholders $ (493,280) $ 11,269 $ (408,615) $ 101,086
Per diluted share $ (2.57) $ 0.06 $ (2.13) $ 0.53
FFO adjustments:
Depreciation and amortization of real property $ 121,900 $ 117,497 $ 456,920 $ 373,792
Real estate impairment losses 19,098 19,098 7,880
Net gain on sale of real estate (30,397) (58,751)
Proportionate share of adjustments to equity in net (loss) income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 32,243 34,418 130,647 139,247
Net gain on sale of real estate (12,623) (169) (15,675)
Increase in fair value of marketable securities (37) (1,155)
Real estate impairment losses 576,390 576,390
719,234 139,255 1,124,135 504,089
Noncontrolling interests' share of above adjustments (49,894) (9,517) (77,912) (34,144)
FFO adjustments, net $ 669,340 $ 129,738 $ 1,046,223 $ 469,945
FFO attributable to common shareholders $ 176,060 $ 141,007 $ 637,608 $ 571,031
Impact of assumed conversion of dilutive convertible securities 405 10 1,320 43
FFO attributable to common shareholders plus assumed conversions $ 176,465 $ 141,017 $ 638,928 $ 571,074
Per diluted share $ 0.91 $ 0.73 $ 3.30 $ 2.97
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding 191,831 191,679 191,775 191,551
Effect of dilutive securities:
Convertible securities 2,182 (1) 25 1,545 (1) 26
Share-based payment awards 67 361 250 571
Denominator for FFO per diluted share 194,080 192,065 193,570 192,148

______________________

(1)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.

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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the three months and years ended December 31, 2022 and 2021 and the three months ended September 30, 2022.

For the Three Months Ended For the Year Ended<br>December 31,
(Amounts in thousands) December 31, September 30, 2022
2022 2021 2022 2021
Net (loss) income $ (525,002) $ 31,963 $ 20,112 $ (382,612) $ 207,553
Depreciation and amortization expense 133,871 126,349 134,526 504,502 412,347
General and administrative expense 31,439 34,204 29,174 133,731 134,545
Impairment losses, transaction related costs and other 26,761 3,185 996 31,722 13,815
Loss (income) from partially owned entities 545,126 (43,749) (24,341) 461,351 (130,517)
Loss (income) from real estate fund investments 1,880 (5,959) 111 (3,541) (11,066)
Interest and other investment income, net (10,587) (918) (5,228) (19,869) (4,612)
Interest and debt expense 88,242 78,192 76,774 279,765 231,096
Net gains on disposition of wholly owned and partially owned assets (65,241) (14,959) (100,625) (50,770)
Income tax expense (benefit) 6,974 10,055 3,711 21,660 (10,496)
NOI from partially owned entities 77,221 79,223 76,020 305,993 310,858
NOI attributable to noncontrolling interests in consolidated subsidiaries (18,929) (19,164) (14,766) (70,029) (69,385)
NOI at share 291,755 278,422 297,089 1,162,048 1,033,368
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (2,156) (252) (1,419) (10,980) 1,318
NOI at share - cash basis $ 289,599 $ 278,170 $ 295,670 $ 1,151,068 $ 1,034,686

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

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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, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2022 compared to December 31, 2021.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the three months ended December 31, 2022 $ 291,755 $ 248,595 $ 21,276 $ 16,641 $ 5,243
Less NOI at share from:
Dispositions (1,424) (1,424)
Development properties (4,335) (4,335)
Other non-same store income, net (8,791) (3,346) (202) (5,243)
Same store NOI at share for the three months ended December 31, 2022 $ 277,205 $ 239,490 $ 21,074 $ 16,641 $
NOI at share for the three months ended December 31, 2021 $ 278,422 $ 241,939 $ 15,959 $ 16,596 $ 3,928
Less NOI at share from:
Dispositions (3,720) (3,720)
Development properties (7,248) (7,248)
Other non-same store income, net (6,782) (2,854) (3,928)
Same store NOI at share for the three months ended December 31, 2021 $ 260,672 $ 228,117 $ 15,959 $ 16,596 $
Increase in same store NOI at share $ 16,533 $ 11,373 $ 5,115 $ 45 $
% increase in same store NOI at share 6.3 % 5.0 % 32.1 % 0.3 % 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, theMART, 555 California Street and other investments for the three months ended December 31, 2022 compared to December 31, 2021.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended December 31, 2022 $ 289,599 $ 243,712 $ 23,163 $ 17,672 $ 5,052
Less NOI at share - cash basis from:
Dispositions (1,112) (1,112)
Development properties (3,461) (3,461)
Other non-same store income, net (8,734) (3,480) (202) (5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022 $ 276,292 $ 235,659 $ 22,961 $ 17,672 $
NOI at share - cash basis for the three months ended December 31, 2021 $ 278,170 $ 240,400 $ 18,413 $ 15,128 $ 4,229
Less NOI at share - cash basis from:
Dispositions (3,813) (3,813)
Development properties (7,187) (7,187)
Other non-same store income, net (11,043) (6,814) (4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021 $ 256,127 $ 222,586 $ 18,413 $ 15,128 $
Increase in same store NOI at share - cash basis $ 20,165 $ 13,073 $ 4,548 $ 2,544 $
% increase in same store NOI at share - cash basis 7.9 % 5.9 % 24.7 % 16.8 % 0.0 %
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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, theMART, 555 California Street and other investments for the year ended December 31, 2022 compared to December 31, 2021.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the year ended December 31, 2022 $ 1,162,048 $ 981,508 $ 96,906 $ 65,692 $ 17,942
Less NOI at share from:
Change in ownership interest in One Park Avenue (13,370) (13,370)
Dispositions (9,494) (9,494)
Development properties (69,779) (69,779)
Other non-same store income, net (26,701) (8,557) (202) (17,942)
Same store NOI at share for the year ended December 31, 2022 $ 1,042,704 $ 880,308 $ 96,704 $ 65,692 $
NOI at share for the year ended December 31, 2021 $ 1,033,368 $ 892,954 $ 58,909 $ 64,826 $ 16,679
Less NOI at share from:
Dispositions (13,512) (13,512)
Development properties (31,291) (30,443) (848)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,677 12,677
Other non-same store income, net (27,774) (11,095) (16,679)
Same store NOI at share for the year ended December 31, 2021 $ 973,468 $ 850,581 $ 58,909 $ 63,978 $
Increase in same store NOI at share $ 69,236 $ 29,727 $ 37,795 $ 1,714 $
% increase in same store NOI at share 7.1 % 3.5 % 64.2 % 2.7 % 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, theMART, 555 California Street and other investments for the year ended December 31, 2022 compared to December 31, 2021.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the year ended December 31, 2022 $ 1,151,068 $ 962,999 $ 101,912 $ 67,813 $ 18,344
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (10,111) (10,111)
Dispositions (8,719) (8,719)
Development properties (47,846) (47,846)
Other non-same store income, net (28,211) (9,665) (202) (18,344)
Same store NOI at share - cash basis for the year ended December 31, 2022 $ 1,056,181 $ 886,658 $ 101,710 $ 67,813 $
NOI at share - cash basis for the year ended December 31, 2021 $ 1,034,686 $ 891,766 $ 64,389 $ 60,680 $ 17,851
Less NOI at share - cash basis from:
Dispositions (13,469) (13,469)
Development properties (32,453) (31,605) (848)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,723 12,723
Other non-same store income, net (32,789) (14,938) (17,851)
Same store NOI at share - cash basis for the year ended December 31, 2021 $ 968,698 $ 844,477 $ 64,389 $ 59,832 $
Increase in same store NOI at share - cash basis $ 87,483 $ 42,181 $ 37,321 $ 7,981 $
% increase in same store NOI at share - cash basis 9.0 % 5.0 % 58.0 % 13.3 % 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, theMART, 555 California Street and other investments for the three months ended December 31, 2022 compared to September 30, 2022.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the three months ended December 31, 2022 $ 291,755 $ 248,595 $ 21,276 $ 16,641 $ 5,243
Less NOI at share from:
Dispositions (1,424) (1,424)
Development properties (18,351) (18,351)
Other non-same store income, net (6,796) (1,351) (202) (5,243)
Same store NOI at share for the three months ended December 31, 2022 $ 265,184 $ 227,469 $ 21,074 $ 16,641 $
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 (1,696) (1,696)
Development properties (22,914) (22,914)
Other non-same store income, net (5,250) (1,176) (4,074)
Same store NOI at share for the three months ended September 30, 2022 $ 267,229 $ 215,368 $ 35,769 $ 16,092 $
(Decrease) increase in same store NOI at share $ (2,045) $ 12,101 $ (14,695) $ 549 $
% (decrease) increase in same store NOI at share (0.8) % 5.6 % (41.1) % 3.4 % 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, theMART, 555 California Street and other investments for the three months ended December 31, 2022 compared to September 30, 2022.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended December 31, 2022 $ 289,599 $ 243,712 $ 23,163 $ 17,672 $ 5,052
Less NOI at share - cash basis from:
Dispositions (1,112) (1,112)
Development properties (11,325) (11,325)
Other non-same store income, net (6,774) (1,520) (202) (5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022 $ 270,388 $ 229,755 $ 22,961 $ 17,672 $
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 (1,379) (1,379)
Development properties (15,796) (15,796)
Other non-same store income, net (5,665) (1,385) (4,280)
Same store NOI at share - cash basis for the three months ended September 30, 2022 $ 272,830 $ 219,132 $ 36,772 $ 16,926 $
(Decrease) increase in same store NOI at share - cash basis $ (2,442) $ 10,623 $ (13,811) $ 746 $
% (decrease) increase in same store NOI at share - cash basis (0.9) % 4.8 % (37.6) % 4.4 % 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 - 5
FINANCIAL INFORMATION
Financial Highlights 6
FFO, As Adjusted Bridge 7
Consolidated Balance Sheets 8
Net (Loss) Income Attributable to Common Shareholders (Consolidated and by Segment) 9 - 12
Net Operating Income at Share and Net Operating Income at Share - Cash Basis (by Segment and by Subsegment) 13 - 15
Same Store NOI at Share and Same Store NOI at Share - Cash Basis 16
DEVELOPMENT ACTIVITY
PENN District Active Development/Redevelopment Summary 17
Future Development 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; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. Currently, some of the factors are the increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic 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 Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Supplemental Operating and Financial Data package for the quarter and year ended December 31, 2022, both of which can be accessed at the Company’s website www.vno.com.

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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.

Citadel will master lease 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 is being provided. Citadel will also master lease Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we have entered into a joint venture with Rudin (“Vornado/Rudin”) to purchase 39 East 51st Street for $40,000,000 and, upon formation of the KG joint venture described below, will combine that property with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”).

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

•acquire a 60% interest in a joint venture with Vornado/Rudin 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 Vornado/Rudin as developer. KG would own 60% of the joint venture and Vornado/Rudin 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 joint venture).

◦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 Vornado/Rudin would not participate in the new development.

The parties intend to immediately commence design of the project and process approvals.

Further, Vornado/Rudin 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, Vornado/Rudin 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.

The operating and financial metrics presented in this supplemental package for the quarter and year ended December 31, 2022 do not reflect the impact of Citadel’s master lease of 350 Park Avenue described above as the transaction closed in the first quarter of 2023.

Dividend

On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

Disposition Activity

220 Central Park South ("220 CPS")

During the three months ended December 31, 2022, we closed on the sale of two condominium units and ancillary amenities at 220 CPS for net proceeds of $71,895,000 resulting in a financial statement net gain of $34,844,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $5,071,000 of income tax expense was recognized on our consolidated statements of income. During the year ended December 31, 2022, we closed on the sale of three condominium units and ancillary amenities at 220 CPS for net proceeds of $88,019,000 resulting in a financial statement net gain of $41,874,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $6,016,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2022, we have closed on the sale of 109 units and ancillary amenities for net proceeds of $3,094,915,000 resulting in financial statement net gains of $1,159,129,000. As of December 31, 2022, we are 97% sold.

SoHo Properties

On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

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BUSINESS DEVELOPMENTS

Disposition Activity - continued

Center Building (33-00 Northern Boulevard)

On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

484-486 Broadway

On December 15, 2022, we sold 484-486 Broadway, a 30,000 square foot retail and residential building for $23,520,000, and realized net proceeds of $22,430,000. In connection with the sale, we recognized a net gain of $2,919,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

40 Fulton Street

On December 21, 2022, we sold 40 Fulton Street, a 251,000 square foot Manhattan office and retail building, for $101,000,000, and realized net proceeds of $96,566,000. In connection with the sale, we recognized a net gain of $31,876,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Financing Activity

100 West 33rd Street

On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (5.96% as of December 31, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The interest rate on the loan was swapped to a fixed rate of 5.06% through March 2024, and 5.26% through June 2027. The loan matures in June 2027, with two one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.

770 Broadway

On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (6.48% as of December 31, 2022) and matures in July 2024 with three one-year extension options (July 2027 as fully extended). The interest rate on the loan was swapped to a fixed rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.

Unsecured Revolving Credit Facility

On June 30, 2022, we amended and extended one of our two revolving credit facilities. The $1.25 billion amended facility bears interest at a rate of SOFR plus 1.15% (5.47% as of December 31, 2022). The term of the facility was extended from March 2024 to December 2027, as fully extended. The facility fee is 25 basis points. On August 16, 2022, the interest rate on the $575,000,000 drawn on the facility was swapped to a fixed interest rate of 3.88% through August 2027. Our other $1.25 billion revolving credit facility matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.

Unsecured Term Loan

On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2024 to December 2027. The extended loan bears interest at a rate of SOFR plus 1.30% (5.62% as of December 31, 2022) and is currently swapped to a fixed rate of 4.05%.

330 West 34th Street land owner joint venture

On August 18, 2022, the joint venture that owns the fee interest in the 330 West 34th Street land, in which we have a 34.8% interest, completed a $100,000,000 refinancing. The interest-only loan bears interest at a fixed rate of 4.55% and matures in September 2032. In connection with the refinancing, we realized net proceeds of $10,500,000. The loan replaces the previous $50,150,000 loan that bore interest at a fixed rate of 5.71%.

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BUSINESS DEVELOPMENTS

Financing Activity - continued

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

On December 21, 2022, the 697-703 Fifth Avenue $450,000,000 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29,000,000 of property-level funds were applied by the lenders against the principal balance resulting in a $421,000,000 loan balance as of December 31, 2022. The loan bears default interest at the Prime Rate plus 1.00% (8.50% as of December 31, 2022). The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations. We do not believe that the resolution of these negotiations will result in further impairment losses on our investment in the Fifth Avenue and Times Square JV.

Interest Rate Hedging Activities

During the year ended December 31, 2022, we entered into $2.0 billion of interest rate swap arrangements and extended a $500,000,000 interest rate swap arrangement, reducing our variable rate debt at share as a percentage of our total debt at share to 27% from 47% (excluding our participation in the 150 West 34th Street mortgage loan which was repaid on January 9, 2023). The exposure to LIBOR/SOFR index increases on our $2.8 billion of unswapped variable rate debt is partially mitigated over the next year by $2.2 billion of interest rate caps and by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills. See page 34 for further detail on our interest rate swap and cap arrangements.

The table below presents the interest rate swap arrangements entered into during the year ended December 31, 2022.

(Amounts in thousands) Notional Amount All-In Swapped Rate Swap Expiration Date Variable Rate Spread
770 Broadway mortgage loan $ 700,000 4.98% 07/27 S+225
Unsecured revolving credit facility 575,000 3.88% 08/27 S+115
Unsecured term loan(1) 50,000 4.04% 08/27 S+130
Unsecured term loan (effective 10/23)(1) 500,000 4.39% 10/26 S+130
100 West 33rd Street mortgage loan 480,000 5.06% 06/27 S+165
888 Seventh Avenue mortgage loan(2) 200,000 4.76% 09/27 S+180

____________________

(1)On February 7, 2023, we entered into a forward interest rate swap arrangement for $150,000 of the $800,000 unsecured term loan. The unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements through August 2027, see below for details:

Swapped Balance All-In Swapped Rate Unswapped Balance<br>(bears interest at S+130)
Through 10/23 $ 800,000 4.05% $
10/23 through 7/25 700,000 4.53% 100,000
7/25 through 10/26 550,000 4.36% 250,000
10/26 through 8/27 50,000 4.04% 750,000

(2)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80%

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FINANCIAL HIGHLIGHTS (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2022
2022 2021 2022 2021
Total revenues $ 446,940 $ 421,080 $ 457,431 $ 1,799,995 $ 1,589,210
Net (loss) income attributable to common shareholders $ (493,280) (1) $ 11,269 $ 7,769 $ (408,615) (1) $ 101,086
Per common share:
Basic $ (2.57) (1) $ 0.06 $ 0.04 $ (2.13) (1) $ 0.53
Diluted $ (2.57) (1) $ 0.06 $ 0.04 $ (2.13) (1) $ 0.53
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 19,954 $ 22,977 $ 37,429 $ 126,468 $ 88,153
Per diluted share (non-GAAP) $ 0.10 $ 0.12 $ 0.19 $ 0.66 $ 0.46
FFO attributable to common shareholders plus assumed conversions, as adjusted<br><br>(non-GAAP) $ 139,041 $ 156,130 $ 157,350 $ 608,892 $ 549,863
Per diluted share (non-GAAP) $ 0.72 $ 0.81 $ 0.81 $ 3.15 $ 2.86
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 176,465 $ 141,017 $ 152,461 $ 638,928 $ 571,074
FFO - Operating Partnership ("OP") basis (non-GAAP) $ 189,572 $ 151,071 $ 163,769 $ 686,349 $ 611,262
Per diluted share (non-GAAP) $ 0.91 $ 0.73 $ 0.79 $ 3.30 $ 2.97
Dividends per common share $ 0.53 $ 0.53 $ 0.53 $ 2.12 $ 2.12
FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted) 73.6 % 65.4 % 65.4 % 67.3 % 74.1 %
FAD payout ratio 93.0 % 89.8 % 80.3 % 81.9 % 93.8 %
Weighted average common shares outstanding (REIT basis) 191,831 191,679 191,793 191,775 191,551
Convertible units:
Class A units 13,615 13,245 13,617 13,540 13,177
Convertible securities(2) 2,182 25 1,790 1,545 26
Share based payment awards 381 810 502 604 916
Weighted average common shares outstanding used in calculation of FFO per diluted share (OP basis) 208,009 205,759 207,702 207,464 205,670

______________________

(1)Net loss attributable to common shareholders for the quarter and year ended December 31, 2022 includes $595,488 of non-cash impairment charges, of which $483,037 relates to Vornado’s common equity investment in the Fifth Avenue and Times Square joint venture (“Retail JV”). By way of background, in April 2019, we recognized a $2.559 billion gain upon the transfer of seven properties to the Retail JV, which included a GAAP required write-up to fair value of its retained interest in the properties. The $483,037 impairment charge recognized this quarter together with the $409,060 impairment charge previously recognized in 2020, effectively reverse a portion of the $2.559 billion gain attributable to the 2019 required write-up.

(2)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.

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

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FFO, AS ADJUSTED BRIDGE - Q4 2022 VS. Q4 2021 (unaudited)
(Amounts in millions, except per share amounts) FFO, as Adjusted
--- --- --- --- ---
Amount Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021 $ 156.1 $ 0.81
(Decrease) increase in FFO, as adjusted due to:
Increase in interest expense, net of increase in interest income (29.6)
Rent commencement and other tenant related items 11.7
Prior period accrual adjustments related to theMART property tax expense 8.1
Straight-line impact of PENN 1 2023 estimated ground rent reset (5.7)
Other, net (1.3)
(16.8)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities (0.3)
Net decrease (17.1) (0.09)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2022 $ 139.0 $ 0.72

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 December 31, Increase<br>(Decrease)
2022 2021
ASSETS
Real estate, at cost:
Land $ 2,451,828 $ 2,540,193 $ (88,365)
Buildings and improvements 9,804,204 9,839,166 (34,962)
Development costs and construction in progress 933,334 718,694 214,640
Leasehold improvements and equipment 125,389 119,792 5,597
Total 13,314,755 13,217,845 96,910
Less accumulated depreciation and amortization (3,470,991) (3,376,347) (94,644)
Real estate, net 9,843,764 9,841,498 2,266
Right-of-use assets 684,380 337,197 347,183 (1)
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents 889,689 1,760,225 (870,536)
Restricted cash 131,468 170,126 (38,658)
Investments in U.S. Treasury bills 471,962 471,962
Total 1,493,119 1,930,351 (437,232)
Tenant and other receivables 81,170 79,661 1,509
Investments in partially owned entities 2,665,073 3,297,389 (632,316)
Real estate fund investments 7,730 (7,730)
220 CPS condominium units ready for sale 43,599 57,142 (13,543)
Receivable arising from the straight-lining of rents 694,972 656,318 38,654
Deferred leasing costs, net 373,555 391,693 (18,138)
Identified intangible assets, net 139,638 154,895 (15,257)
Other assets 474,105 512,714 (38,609)
Total assets $ 16,493,375 $ 17,266,588 $ (773,213)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 5,829,018 $ 6,053,343 $ (224,325)
Senior unsecured notes, net 1,191,832 1,189,792 2,040
Unsecured term loan, net 793,193 797,812 (4,619)
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 735,969 370,206 365,763 (1)
Accounts payable and accrued expenses 450,881 613,497 (162,616)
Deferred revenue 39,882 48,118 (8,236)
Deferred compensation plan 96,322 110,174 (13,852)
Other liabilities 268,166 304,725 (36,559)
Total liabilities 9,980,263 10,062,667 (82,404)
Redeemable noncontrolling interests 436,732 688,683 (251,951)
Shareholders' equity 5,839,728 6,236,346 (396,618)
Noncontrolling interests in consolidated subsidiaries 236,652 278,892 (42,240)
Total liabilities, redeemable noncontrolling interests and equity $ 16,493,375 $ 17,266,588 $ (773,213)

________________________________

(1)In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include the 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000.

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CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Three Months Ended
December 31, September 30, 2022
2022 2021 Variance
Property rentals(1) $ 354,453 $ 336,958 $ 17,495 $ 356,783
Tenant expense reimbursements(1) 39,879 35,140 4,739 41,821
Amortization of acquired below-market leases, net 1,390 1,310 80 1,384
Straight-lining of rents 342 3,007 (2,665) 9,156
Total rental revenues 396,064 376,415 19,649 409,144
Fee and other income:
Building Maintenance Services ("BMS") cleaning fees 35,921 32,393 3,528 35,062
Management and leasing fees 2,872 774 2,098 2,532
Other income 12,083 11,498 585 10,693
Total revenues 446,940 421,080 25,860 457,431
Operating expenses (213,477) (202,717) (10,760) (221,596)
Depreciation and amortization (133,871) (126,349) (7,522) (134,526)
General and administrative (31,439) (34,204) 2,765 (29,174)
(Expense) benefit from deferred compensation plan liability (521) (2,425) 1,904 600
Impairment losses, transaction related costs and other (26,761) (3,185) (23,576) (996)
Total expenses (406,069) (368,880) (37,189) (385,692)
(Loss) income from partially owned entities (545,126) 43,749 (588,875) 24,341
(Loss) income from real estate fund investments (1,880) 5,959 (7,839) (111)
Interest and other investment income, net 10,587 918 9,669 5,228
Income (loss) from deferred compensation plan assets 521 2,425 (1,904) (600)
Interest and debt expense (88,242) (78,192) (10,050) (76,774)
Net gains on disposition of wholly owned and partially owned assets 65,241 14,959 50,282
(Loss) income before income taxes (518,028) 42,018 (560,046) 23,823
Income tax expense (6,974) (10,055) 3,081 (3,711)
Net (loss) income (525,002) 31,963 (556,965) 20,112
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 10,493 (3,691) 14,184 3,792
Operating Partnership 36,758 (857) 37,615 (606)
Net (loss) income attributable to Vornado (477,751) 27,415 (505,166) 23,298
Preferred share dividends (15,529) (16,146) 617 (15,529)
Net (loss) income attributable to common shareholders $ (493,280) $ 11,269 $ (504,549) $ 7,769
Capitalized expenditures:
Development payroll $ 3,838 $ 2,815 $ 1,023 $ 3,269
Interest and debt expense 6,990 6,535 455 4,874

________________________________

(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 (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Year Ended December 31,
2022 2021 Variance
Property rentals(1) $ 1,388,202 $ 1,271,643 $ 116,559
Tenant expense reimbursements(1) 168,128 152,283 15,845
Amortization of acquired below-market leases, net 5,178 9,249 (4,071)
Straight-lining of rents 46,177 (8,644) 54,821
Total rental revenues 1,607,685 1,424,531 183,154
Fee and other income:
BMS cleaning fees 137,673 119,780 17,893
Management and leasing fees 11,039 11,725 (686)
Other income 43,598 33,174 10,424
Total revenues 1,799,995 1,589,210 210,785
Operating expenses (873,911) (797,315) (76,596)
Depreciation and amortization (504,502) (412,347) (92,155)
General and administrative (133,731) (134,545) 814
Benefit (expense) from deferred compensation plan liability 9,617 (9,847) 19,464
Impairment losses, transaction related costs and other (31,722) (13,815) (17,907)
Total expenses (1,534,249) (1,367,869) (166,380)
(Loss) income from partially owned entities (461,351) 130,517 (591,868)
Income from real estate fund investments 3,541 11,066 (7,525)
Interest and other investment income, net 19,869 4,612 15,257
(Loss) income from deferred compensation plan assets (9,617) 9,847 (19,464)
Interest and debt expense (279,765) (231,096) (48,669)
Net gains on disposition of wholly owned and partially owned assets 100,625 50,770 49,855
(Loss) income before income taxes (360,952) 197,057 (558,009)
Income tax (expense) benefit (21,660) 10,496 (32,156)
Net (loss) income (382,612) 207,553 (590,165)
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 5,737 (24,014) 29,751
Operating Partnership 30,376 (7,540) 37,916
Net (loss) income attributable to Vornado (346,499) 175,999 (522,498)
Preferred share dividends (62,116) (65,880) 3,764
Series K preferred share issuance costs (9,033) 9,033
Net (loss) income attributable to common shareholders $ (408,615) $ 101,086 $ (509,701)
Capitalized expenditures:
Development payroll $ 12,216 $ 10,932 $ 1,284
Interest and debt expense 19,085 38,320 (19,235)

________________________________

(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 (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Three Months Ended December 31, 2022
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 354,453 $ 286,279 $ 68,174
Tenant expense reimbursements(1) 39,879 31,727 8,152
Amortization of acquired below-market leases, net 1,390 1,221 169
Straight-lining of rents 342 2,738 (2,396)
Total rental revenues 396,064 321,965 74,099
Fee and other income:
BMS cleaning fees 35,921 38,242 (2,321)
Management and leasing fees 2,872 3,072 (200)
Other income 12,083 3,420 8,663
Total revenues 446,940 366,699 80,241
Operating expenses (213,477) (179,910) (33,567)
Depreciation and amortization (133,871) (111,042) (22,829)
General and administrative (31,439) (11,414) (20,025)
Expense from deferred compensation plan liability (521) (521)
Impairment losses, transaction related costs and other (26,761) (19,209) (7,552)
Total expenses (406,069) (321,575) (84,494)
(Loss) income from partially owned entities (545,126) (563,414) 18,288
Loss from real estate fund investments (1,880) (1,880)
Interest and other investment income, net 10,587 2,915 7,672
Income from deferred compensation plan assets 521 521
Interest and debt expense (88,242) (43,053) (45,189)
Net gains on disposition of wholly owned and partially owned assets 65,241 34,585 30,656
(Loss) income before income taxes (518,028) (523,843) 5,815
Income tax expense (6,974) (1,396) (5,578)
Net (loss) income (525,002) (525,239) 237
Less net loss attributable to noncontrolling interests in consolidated subsidiaries 10,493 7,018 3,475
Net (loss) income attributable to Vornado Realty L.P. (514,509) $ (518,221) $ 3,712
Less net loss attributable to noncontrolling interests in the Operating Partnership 36,787
Preferred unit distributions (15,558)
Net loss attributable to common shareholders $ (493,280)
For the three months ended December 31, 2021
Net income attributable to Vornado Realty L.P. $ 28,272 $ 60,548 $ (32,276)
Net income attributable to common shareholders $ 11,269

________________________________

(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 (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Year Ended December 31, 2022
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 1,388,202 $ 1,096,896 $ 291,306
Tenant expense reimbursements(1) 168,128 126,582 41,546
Amortization of acquired below-market leases, net 5,178 4,530 648
Straight-lining of rents 46,177 52,173 (5,996)
Total rental revenues 1,607,685 1,280,181 327,504
Fee and other income:
BMS cleaning fees 137,673 146,530 (8,857)
Management and leasing fees 11,039 11,645 (606)
Other income 43,598 11,086 32,512
Total revenues 1,799,995 1,449,442 350,553
Operating expenses (873,911) (716,148) (157,763)
Depreciation and amortization (504,502) (413,491) (91,011)
General and administrative (133,731) (46,326) (87,405)
Benefit from deferred compensation plan liability 9,617 9,617
Impairment losses, transaction related costs and other (31,722) (20,318) (11,404)
Total expenses (1,534,249) (1,196,283) (337,966)
(Loss) income from partially owned entities (461,351) (486,177) 24,826
Income from real estate fund investments 3,541 3,541
Interest and other investment income, net 19,869 4,695 15,174
Loss from deferred compensation plan assets (9,617) (9,617)
Interest and debt expense (279,765) (134,072) (145,693)
Net gains on disposition of wholly owned and partially owned assets 100,625 62,939 37,686
Loss before income taxes (360,952) (299,456) (61,496)
Income tax expense (21,660) (4,001) (17,659)
Net loss (382,612) (303,457) (79,155)
Less net loss attributable to noncontrolling interests in consolidated subsidiaries 5,737 5,431 306
Net loss attributable to Vornado Realty L.P. (376,875) $ (298,026) $ (78,849)
Less net loss attributable to noncontrolling interests in the Operating Partnership 30,491
Preferred unit distributions (62,231)
Net loss attributable to common shareholders $ (408,615)
For the year ended December 31, 2021
Net income attributable to Vornado Realty L.P. $ 183,539 $ 252,573 $ (69,034)
Net income attributable to common shareholders $ 101,086

________________________________

(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 December 31, 2022
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 446,940 $ 366,699 $ 80,241
Operating expenses (213,477) (179,910) (33,567)
NOI - consolidated 233,463 186,789 46,674
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (18,929) (12,858) (6,071)
Add: Our share of NOI from partially owned entities 77,221 74,664 2,557
NOI at share 291,755 248,595 43,160
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (2,156) (4,883) 2,727
NOI at share - cash basis $ 289,599 $ 243,712 $ 45,887
For the Three Months Ended December 31, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 421,080 $ 335,841 $ 85,239
Operating expenses (202,717) (158,092) (44,625)
NOI - consolidated 218,363 177,749 40,614
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (19,164) (12,139) (7,025)
Add: Our share of NOI from partially owned entities 79,223 76,329 2,894
NOI at share 278,422 241,939 36,483
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (252) (1,539) 1,287
NOI at share - cash basis $ 278,170 $ 240,400 $ 37,770
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

________________________________

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)
(unaudited and in thousands) For the Year Ended December 31, 2022
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,799,995 $ 1,449,442 $ 350,553
Operating expenses (873,911) (716,148) (157,763)
NOI - consolidated 926,084 733,294 192,790
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (70,029) (45,566) (24,463)
Add: Our share of NOI from partially owned entities 305,993 293,780 12,213
NOI at share 1,162,048 981,508 180,540
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (10,980) (18,509) 7,529
NOI at share - cash basis $ 1,151,068 $ 962,999 $ 188,069 For the Year Ended December 31, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,589,210 $ 1,257,599 $ 331,611
Operating expenses (797,315) (626,386) (170,929)
NOI - consolidated 791,895 631,213 160,682
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (69,385) (38,980) (30,405)
Add: Our share of NOI from partially owned entities 310,858 300,721 10,137
NOI at share 1,033,368 892,954 140,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 1,318 (1,188) 2,506
NOI at share - cash basis $ 1,034,686 $ 891,766 $ 142,920

________________________________

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 Year Ended<br>December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, 2022
2022 2021 2022 2021
NOI at share:
New York:
Office(1) $ 184,045 $ 179,929 $ 174,790 $ 718,686 $ 677,167
Retail 50,083 48,365 52,127 205,753 173,363
Residential 4,978 4,894 4,598 19,600 17,783
Alexander's Inc. ("Alexander's") 9,489 8,751 9,639 37,469 37,318
Hotel Pennsylvania(2) (12,677)
Total New York 248,595 241,939 241,154 981,508 892,954
Other:
theMART(3) 21,276 15,959 35,769 96,906 58,909
555 California Street 16,641 16,596 16,092 65,692 64,826
Other investments 5,243 3,928 4,074 17,942 16,679
Total Other 43,160 36,483 55,935 180,540 140,414
NOI at share $ 291,755 $ 278,422 $ 297,089 $ 1,162,048 $ 1,033,368 NOI at share - cash basis:
--- --- --- --- --- --- --- --- --- --- ---
New York:
Office(1) $ 182,648 $ 181,568 $ 174,606 $ 715,407 $ 686,507
Retail 46,168 44,536 48,096 188,846 160,801
Residential 4,660 4,758 4,556 18,214 16,656
Alexander's 10,236 9,538 10,434 40,532 40,525
Hotel Pennsylvania(2) (12,723)
Total New York 243,712 240,400 237,692 962,999 891,766
Other:
theMART(3) 23,163 18,413 36,772 101,912 64,389
555 California Street 17,672 15,128 16,926 67,813 60,680
Other investments 5,052 4,229 4,280 18,344 17,851
Total Other 45,887 37,770 57,978 188,069 142,920
NOI at share - cash basis $ 289,599 $ 278,170 $ 295,670 $ 1,151,068 $ 1,034,686

________________________________

(1)Includes BMS NOI of $8,305, $6,918, $7,043, $27,598 and $26,344, respectively, for the three months ended December 31, 2022 and 2021 and September 30, 2022 and the years ended December 31, 2022 and 2021.

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

(3)2022 includes the impact of prior period accrual adjustments related to (i) a property tax reassessment recognized in the third quarter and (ii) a change in the property tax rate recognized in the fourth quarter. 2022 also includes an increase in tradeshow activity compared to the prior year.

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| SAME STORE NOI AT SHARE AND SAME STORE NOI AT SHARE - CASH BASIS (NON-GAAP) (unaudited) | | --- || | Total | | New York | | theMART(2) | | 555 California Street | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Same store NOI at share % increase (decrease)(1): | | | | | | | | | | Three months ended December 31, 2022 compared to December 31, 2021 | 6.3 | % | 5.0 | % | 32.1 | % | 0.3 | % | | Year ended December 31, 2022 compared to December 31, 2021 | 7.1 | % | 3.5 | % | 64.2 | % | 2.7 | % | | Three months ended December 31, 2022 compared to September 30, 2022 | (0.8) | % | 5.6 | % | (41.1) | % | 3.4 | % | | Same store NOI at share - cash basis % increase (decrease)(1): | | | | | | | | | | Three months ended December 31, 2022 compared to December 31, 2021 | 7.9 | % | 5.9 | % | 24.7 | % | 16.8 | % | | Year ended December 31, 2022 compared to December 31, 2021 | 9.0 | % | 5.0 | % | 58.0 | % | 13.3 | % | | Three months ended December 31, 2022 compared to September 30, 2022 | (0.9) | % | 4.8 | % | (37.6) | % | 4.4 | % |

________________________________

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

(2)2022 includes the impact of prior period accrual adjustments related to (i) a property tax reassessment recognized in the third quarter and (ii) a change in the property tax rate recognized in the fourth quarter. 2022 also includes an increase in tradeshow activity compared to the prior year.

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PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF DECEMBER 31, 2022 (unaudited)
(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Cash Amount<br>Expended Remaining Expenditures Projected Incremental<br>Cash Yield
Active PENN District Projects Segment Budget(1) Stabilization Year
The Farley Building (95% interest) New York 846,000 1,120,000 (2) 1,111,493 (2) 8,507 (2) (3) 6.2%
PENN 2 - as expanded New York 1,795,000 750,000 393,126 356,874 2025 9.5%
PENN 1 (including LIRR Concourse Retail)(4) New York 2,546,000 450,000 375,810 74,190 N/A 13.2% (4)(5)
Districtwide Improvements New York N/A 100,000 41,776 58,224 N/A N/A
Total Active PENN District Projects 2,420,000 1,922,205 497,795 8.3%

________________________________

(1)Excluding debt and equity carry.

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

(3)Office stabilized in 2022, Retail to stabilize in 2023/2024.

(4)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 2023, which may be material.

(5)Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.6 years.

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

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FUTURE DEVELOPMENT OPPORTUNITIES - AS OF DECEMBER 31, 2022 (unaudited)
Future Opportunities Segment Property<br>Zoning<br>Sq. Ft.<br><br>(at 100%)
350 Park Avenue New York 1,389,000 (1)
Hotel Pennsylvania site(2) New York 2,052,000
PENN District - multiple other opportunities - office/residential/retail New York
260 Eleventh Avenue - office(3) New York 280,000
Undeveloped Land
Rego Park III (32.4% interest) New York 550,000
527 West Kinzie, Chicago Other 330,000
57th Street (50% interest) New York 150,000
Eighth Avenue and 34th Street New York 105,000
Total undeveloped land 1,135,000

____________________

(1)Reflects entire assemblage, see page 3 for further information.

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

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

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

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LEASING ACTIVITY (unaudited)
(Square feet in thousands)

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

New York
Office Retail theMART
Three Months Ended December 31, 2022
Total square feet leased 154 20 24
Our share of square feet leased: 147 15 24
Initial rent(1) $ 84.58 $ 284.73 $ 59.45
Weighted average lease term (years) 7.6 11.8 6.5
Second generation relet space:
Square feet 135 23
GAAP basis:
Straight-line rent(2) $ 79.73 $ $ 60.30
Prior straight-line rent $ 68.04 $ $ 65.07
Percentage increase (decrease) 17.2 % 0.0 % (7.3) %
Cash basis (non-GAAP):
Initial rent(1) $ 83.66 $ $ 59.66
Prior escalated rent $ 76.20 $ $ 67.87
Percentage increase (decrease) 9.8 % 0.0 % (12.1) %
Tenant improvements and leasing commissions:
Per square foot $ 78.86 $ 318.41 $ 42.88
Per square foot per annum $ 10.32 $ 26.98 $ 6.60
Percentage of initial rent 12.2 % 9.5 % 11.1 %

________________________________

(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 theMART
Year Ended December 31, 2022
Total square feet leased 894 111 299 210
Our share of square feet leased: 753 100 299 147
Initial rent(1) $ 84.51 $ 266.25 $ 52.40 $ 96.40
Weighted average lease term (years) 8.9 11.6 7.2 5.9
Second generation relet space:
Square feet 498 42 244 135
GAAP basis:
Straight-line rent(2) $ 79.62 $ 229.84 $ 49.22 $ 87.43
Prior straight-line rent $ 73.03 $ 372.60 $ 51.72 $ 70.32
Percentage increase (decrease) 9.0 % (38.3) % (4.8) % 24.3 %
Cash basis (non-GAAP):
Initial rent(1) $ 82.96 $ 257.34 $ 52.87 $ 93.50
Prior escalated rent $ 78.70 $ 390.83 $ 55.91 $ 82.28
Percentage increase (decrease) 5.4 % (34.2) % (5.4) % 13.6 %
Tenant improvements and leasing commissions:
Per square foot $ 104.93 $ 263.13 $ 75.44 $ 42.19
Per square foot per annum $ 11.84 $ 22.68 $ 10.48 $ 7.15
Percentage of initial rent 14.0 % 8.5 % 20.0 % 7.4 %

________________________________

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

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

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LEASE EXPIRATIONS (unaudited)<br>NEW YORK SEGMENT
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Annualized Escalated Rents<br>of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office: Fourth Quarter 2022(2) 47,000 $ 1,712,000 $ 36.43 0.1 %
First Quarter 2023 566,000 55,434,000 97.94 4.7 %
Second Quarter 2023 154,000 12,302,000 79.88 1.0 %
Third Quarter 2023 126,000 9,832,000 78.03 0.8 %
Fourth Quarter 2023 598,000 59,815,000 100.03 5.1 %
Total 2023 1,444,000 137,383,000 95.14 11.6 %
2024 943,000 88,875,000 94.25 7.5 %
2025 699,000 57,307,000 81.98 4.9 %
2026 1,217,000 99,016,000 81.36 8.4 %
2027 1,160,000 89,200,000 76.90 7.6 %
2028 1,003,000 74,602,000 74.38 6.3 %
2029 1,161,000 94,292,000 81.22 8.0 %
2030 623,000 51,308,000 82.36 4.3 %
2031 899,000 79,770,000 88.73 6.8 %
2032 404,000 35,215,000 87.17 3.0 %
Thereafter 4,867,000 (3) 372,042,000 76.44 31.5 %
Retail: Fourth Quarter 2022(2) 16,000 $ 2,590,000 $ 161.88 1.0 %
First Quarter 2023 134,000 9,497,000 70.87 3.5 %
Second Quarter 2023 0.0 %
Third Quarter 2023 7,000 3,505,000 500.71 1.3 %
Fourth Quarter 2023 8,000 6,285,000 785.63 2.3 %
Total 2023 149,000 19,287,000 129.44 7.1 %
2024 133,000 22,680,000 170.53 8.4 %
2025 40,000 12,898,000 322.45 4.8 %
2026 82,000 26,076,000 318.00 9.7 %
2027 34,000 18,872,000 555.06 7.1 %
2028 27,000 13,470,000 498.89 5.0 %
2029 50,000 26,772,000 535.44 10.0 %
2030 155,000 22,645,000 146.10 8.5 %
2031 88,000 29,201,000 331.83 10.9 %
2032 55,000 28,490,000 518.00 10.6 %
Thereafter 390,000 45,463,000 116.57 16.9 %

________________________________

(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>theMART
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: Fourth Quarter 2022(2) 86,000 $ 4,463,000 $ 51.90 3.0 %
First Quarter 2023 29,000 2,015,000 69.48 1.3 %
Second Quarter 2023 12,000 867,000 72.25 0.6 %
Third Quarter 2023 166,000 8,601,000 51.81 5.7 %
Fourth Quarter 2023 47,000 2,721,000 57.89 1.8 %
Total 2023 254,000 14,204,000 55.92 9.4 %
2024 233,000 13,416,000 57.58 8.9 %
2025 409,000 23,652,000 58.69 15.7 %
2026 290,000 16,089,000 55.48 10.7 %
2027 191,000 10,398,000 54.44 6.9 %
2028 684,000 32,780,000 47.92 21.5 %
2029 111,000 5,369,000 48.37 3.6 %
2030 29,000 1,655,000 57.07 1.1 %
2031 294,000 13,779,000 46.87 9.1 %
2032 160,000 7,631,000 47.69 5.1 %
Thereafter 167,000 7,628,000 45.68 5.0 %

________________________________

(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: Fourth Quarter 2022(2) $ $ 0.0 %
First Quarter 2023 6,000 391,000 65.17 0.4 %
Second Quarter 2023 0.0 %
Third Quarter 2023 0.0 %
Fourth Quarter 2023 0.0 %
Total 2023 6,000 391,000 65.17 0.4 %
2024 70,000 7,215,000 103.07 6.6 %
2025 274,000 24,684,000 90.09 22.5 %
2026 238,000 23,518,000 98.82 21.5 %
2027 65,000 6,056,000 93.17 5.5 %
2028 112,000 10,502,000 93.77 9.6 %
2029 116,000 11,098,000 95.67 10.1 %
2030 106,000 10,713,000 101.07 9.8 %
2031 0.0 %
2032 5,000 645,000 129.00 0.6 %
Thereafter 188,000 14,746,000 78.44 13.4 %

________________________________

(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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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
CONSOLIDATED
(Amounts in thousands)
Year Ended December 31,
2022 2021 2020
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 85,573 $ 75,133 $ 65,173
Tenant improvements 41,934 68,284 65,313
Leasing commissions 16,005 36,274 18,626
Recurring tenant improvements, leasing commissions and other capital expenditures 143,512 179,691 149,112
Non-recurring capital expenditures(1) 32,583 19,849 64,624
Total capital expenditures and leasing commissions $ 176,095 $ 199,540 $ 213,736
Year Ended December 31,
2022 2021 2020
Amounts paid for development and redevelopment expenditures(2):
PENN 2 $ 266,676 $ 105,267 $ 76,883
The Farley Building 224,382 202,414 239,427
PENN 1 102,445 171,824 108,514
Hotel Pennsylvania site 77,965 54,280 7,606
PENN Districtwide improvements 11,096 14,116 17,066
PENN 11 10,430 418 32
220 CPS 10,186 19,351 119,763
theMART 2.0 10,130 729
Other 24,689 17,541 32,629
$ 737,999 $ 585,940 $ 601,920

________________________________

(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)
Year Ended December 31,
2022 2021 2020
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 60,588 $ 61,420 $ 53,543
Tenant improvements 27,862 59,522 52,763
Leasing commissions 10,465 27,284 14,612
Recurring tenant improvements, leasing commissions and other capital expenditures 98,915 148,226 120,918
Non-recurring capital expenditures(1) 28,992 19,694 64,414
Total capital expenditures and leasing commissions $ 127,907 $ 167,920 $ 185,332
Year Ended December 31,
2022 2021 2020
Amounts paid for development and redevelopment expenditures(2):
PENN 2 $ 266,676 $ 105,267 $ 76,883
The Farley Building 224,382 202,414 239,427
PENN 1 102,445 171,824 108,514
Hotel Pennsylvania site 77,965 54,280 7,606
PENN Districtwide improvements 11,096 14,116 17,066
PENN 11 10,430 418 32
Other 20,606 12,220 11,920
$ 713,600 $ 560,539 $ 461,448

________________________________

(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)
theMART
(Amounts in thousands)
Year Ended December 31,
2022 2021 2020
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 18,137 $ 7,199 $ 7,627
Tenant improvements 11,977 5,683 5,859
Leasing commissions 2,610 2,047 3,173
Recurring tenant improvements, leasing commissions and other capital expenditures 32,724 14,929 16,659
Non-recurring capital expenditures(1) 676 155 210
Total capital expenditures and leasing commissions $ 33,400 $ 15,084 $ 16,869
Year Ended December 31,
2022 2021 2020
Amounts paid for development and redevelopment expenditures(2):
theMART 2.0 $ 10,130 $ 729 $
Other 4,083 1,068 4,011
$ 14,213 $ 1,797 $ 4,011

________________________________

(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)
Year Ended December 31,
2022 2021 2020
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 6,848 $ 6,514 $ 4,003
Tenant improvements 2,095 3,079 6,691
Leasing commissions 2,930 6,943 841
Recurring tenant improvements, leasing commissions and other capital expenditures 11,873 16,536 11,535
Non-recurring capital expenditures(1) 2,915
Total capital expenditures and leasing commissions $ 14,788 $ 16,536 $ 11,535
Year Ended December 31,
2022 2021 2020
Amounts paid for development and redevelopment expenditures(2):
345 Montgomery Street $ $ 4,253 $ 16,661

________________________________

See notes below.

CAPITAL EXPENDITURES (unaudited)
OTHER
(Amounts in thousands)
Year Ended December 31,
2022 2021 2020
Amounts paid for development and redevelopment expenditures(2):
220 CPS $ 10,186 $ 19,351 $ 119,763
Other 37
$ 10,186 $ 19,351 $ 119,800

________________________________

(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 December 31, 2022
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% $ 2,272,320 (4) $ 448,473 (5) $ 921,000 Various Various Various
Alexander's Office/Retail 32.4% 87,796 355,280 1,096,544 Various Various Various
Partially owned office buildings/land:
512 West 22nd Street Office/Retail 55.0% 60,127 75,418 137,124 06/23 L+200 6.00%
280 Park Avenue Office/Retail 50.0% 53,466 600,000 1,200,000 09/24 L+173 5.81%
West 57th Street properties Office/Retail/Land 50.0% 52,462 (6)
825 Seventh Avenue Office 50.0% 11,814 29,676 59,353 07/23 L+235 6.48%
61 Ninth Avenue Office/Retail 45.1% 4,311 75,543 167,500 01/26 S+146 5.75%
650 Madison Avenue Office/Retail 20.1% (7) 161,024 800,000 12/29 N/A 3.49%
Other investments:
Independence Plaza Residential/Retail 50.1% 50,100 338,175 675,000 07/25 N/A 4.25%
Rosslyn Plaza Office/Residential 43.7% to 50.4% 35,304 18,335 36,372 03/23 S+205 6.17%
Other Various Various 37,373 124,427 666,120 Various Various Various
$ 2,665,073 $ 2,226,351 $ 5,759,013
Investments in partially owned entities included in other liabilities(8):
7 West 34th Street Office/Retail 53.0% $ (65,522) $ 159,000 $ 300,000 06/26 N/A 3.65%
85 Tenth Avenue Office/Retail 49.9% (16,006) 311,875 625,000 12/26 N/A 4.55%
$ (81,528) $ 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)In 2022, we recognized a non-cash impairment loss of $489,859, before noncontrolling interests of $6,822, resulting from a decline in the value of our investment that we deemed other-than-temporary.

(5)On December 21, 2022, the 697-703 Fifth Avenue $450,000 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29,000 of property-level funds were applied by the lenders against the principal balance resulting in a $421,000 loan balance as of December 31, 2022. The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations.

(6)On October 31, 2022, the joint venture repaid the $20,000 mortgage loan ($10,000 at our share).

(7)In 2022, we recognized a $93,353 impairment loss on our investment which reduced our investment to zero.

(8)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 December 31, 2022 Our Share of Net (Loss) Income for the Three Months Ended December 31, Our Share of NOI (non-GAAP) for the Three Months Ended December 31,
2022 2021 2022 2021
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Non-cash impairment loss 51.5% $ (489,859) $ $ $
Equity in net income 13,333 14,830 35,624 35,831
Return on preferred equity, net of our share of the expense 9,431 9,431
(467,095) 24,261 35,624 35,831
650 Madison Avenue 20.1% (94,820) (1) 1,073 1,891 4,749
Alexander's 32.4% 4,204 16,928 (2) 9,489 8,751
280 Park Avenue 50.0% (3,651) (3) 1,603 10,052 9,804
85 Tenth Avenue 49.9% (2,713) (3,032) 2,542 2,229
7 West 34th Street 53.0% 1,155 1,213 3,684 3,741
Independence Plaza 50.1% (1,137) (1,083) 4,551 4,607
512 West 22nd Street 55.0% (409) (1,465) 1,519 759
61 Ninth Avenue 45.1% 205 728 1,952 1,876
West 57th Street properties 50.0% (176) (265) 113 7
Other, net Various 1,023 2,338 3,247 3,975
(563,414) 42,299 74,664 76,329
Other:
Alexander's corporate fee income 32.4% 1,182 1,807 660 1,030
Rosslyn Plaza 43.7% to 50.4% 278 356 1,086 1,016
Other, net Various 16,828 (4) (713) 811 848
18,288 1,450 2,557 2,894
Total $ (545,126) $ 43,749 $ 77,221 $ 79,223

______________________________

(1)2022 includes a $93,353 impairment loss.

(2)2021 includes our $11,620 share of net gain on the sale of the Paramus, New Jersey property to IKEA.

(3)Decrease primarily due to an increase in variable rate interest expense. In September 2022, the joint venture entered into an interest rate cap arrangement capping LIBOR at 4.08% (5.81% as of December 31, 2022).

(4)2022 includes $17,185 of net gains from dispositions of two investments.

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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Percentage Ownership at December 31, 2022 Our Share of Net (Loss) Income for the Year Ended December 31, Our Share of NOI (non-GAAP) for the Year Ended December 31,
2022 2021 2022 2021
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Non-cash impairment loss 51.5% $ (489,859) $ $ $
Equity in net income 55,248 47,144 139,308 131,363
Return on preferred equity, net of our share of the expense 37,416 37,416
(397,195) 84,560 139,308 131,363
650 Madison Avenue 20.1% (97,698) (1) (1,014) 8,821 12,837
Alexander's 32.4% 18,439 34,692 (2) 37,469 37,318
85 Tenth Avenue 49.9% (10,641) (11,501) 10,441 9,333
Independence Plaza 50.1% (4,677) (6,212) 17,972 16,876
7 West 34th Street 53.0% 4,495 4,590 14,681 14,681
280 Park Avenue 50.0% (3,402) (3) 5,454 39,965 38,806
61 Ninth Avenue 45.1% 1,367 3,073 6,993 7,272
West 57th Street properties 50.0% (886) (887) 350 233
512 West 22nd Street 55.0% (505) (2,056) 5,604 5,361
One Park Avenue(4) 100.0% 11,518 17,348
Other, net Various 4,526 3,184 12,176 9,293
(486,177) 125,401 293,780 300,721
Other:
Alexander's corporate fee income 32.4% 4,534 5,429 2,442 2,819
Rosslyn Plaza 43.7% to 50.4% 1,554 1,407 4,477 4,094
Other, net Various 18,738 (5) (1,720) 5,294 3,224
24,826 5,116 12,213 10,137
Total $ (461,351) $ 130,517 $ 305,993 $ 310,858

____________________________

(1)2022 includes a $93,353 impairment loss.

(2)2021 includes our $11,620 share of net gain on the sale of the Paramus, New Jersey property to IKEA, and our $2,956 of net gain on the sale of a parcel of land in the Bronx, New York.

(3)Decrease primarily due to an increase in variable rate interest expense. In September 2022, the joint venture entered into an interest rate cap arrangement capping LIBOR at 4.08% (5.81% as of December 31, 2022).

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

(5)2022 includes $17,185 of net gains from dispositions of two investments.

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CAPITAL STRUCTURE (unaudited)
(Amounts in thousands, except per share and per unit amounts)
As of
December 31, 2022
Debt (contractual balances):
Consolidated debt(1):
Mortgages payable $ 5,877,615
Senior unsecured notes 1,200,000
800 Million unsecured term loan 800,000
2.5 Billion unsecured revolving credit facilities 575,000
8,452,615
Pro rata share of debt of non-consolidated entities 2,697,226
Less: Noncontrolling interests' share of consolidated debt(primarily 1290 Avenue of the Americas and 555 California Street) (682,059)
10,467,782 (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)
December 31, 2022 Common Share Price
Equity:
Common shares $ 20.81 3,992,752
Class A units 20.81 279,499
Convertible share equivalents:
Equity awards - unit equivalents 20.81 20,519
Series D-13 preferred units 20.81 46,677
Series G-1 through G-4 preferred units 20.81 2,622
Series A preferred shares 20.81 520
4,342,589 (C)
Total Market Capitalization (A+B+C) $ 16,033,406

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 December 31, 2022.

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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):
2022
Fourth Quarter Third Quarter Second Quarter First Quarter
High price $ 26.28 $ 30.90 $ 45.84 $ 47.26
Low price $ 20.03 $ 22.83 $ 27.64 $ 38.00
Closing price - end of quarter $ 20.81 $ 23.16 $ 28.59 $ 45.32
Annualized quarterly dividend per share $ 2.12 (1) $ 2.12 $ 2.12 $ 2.12
Annualized dividend yield - on closing price 10.2 % 9.2 % 7.4 % 4.7 %
Outstanding shares, Class A units and convertible preferred units as converted (in thousands) 208,678 208,220 207,814 207,127
Closing market value of outstanding shares, Class A units and convertible preferred units as converted $ 4.3 Billion $ 4.8 Billion $ 5.9 Billion $ 9.4 Billion

____________________________

(1)On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

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DEBT ANALYSIS (unaudited)
(Amounts in thousands)
As of December 31, 2022
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) $ 8,452,615 4.16% $ 2,307,615 (2) 5.67% $ 6,145,000 3.59%
Pro rata share of debt of non-consolidated entities 2,697,226 4.87% 1,249,769 6.19% 1,447,457 3.72%
Total 11,149,841 4.33% 3,557,384 5.85% 7,592,457 3.61%
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 $ 10,467,782 4.23% $ 2,875,325 (2) 5.87% $ 7,592,457 3.61%
Debt Covenant Ratios:(3) Senior Unsecured Notes due 2025, 2026 and 2031 Unsecured Revolving Credit Facilities<br>and Unsecured Term Loan
--- --- --- --- ---
Required Actual Required Actual
Total outstanding debt/total assets(4) Less than 65% 48% Less than 60% 35%
Secured debt/total assets Less than 50% 32% Less than 50% 25%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense) Greater than 1.50 2.29 N/A
Fixed charge coverage N/A Greater than 1.40 2.19
Unencumbered assets/unsecured debt Greater than 150% 342% N/A
Unsecured debt/cap value of unencumbered assets N/A Less than 60% 20%
Unencumbered coverage ratio N/A Greater than 1.50 6.73 Consolidated Unencumbered EBITDA (non-GAAP):
--- --- ---
Q4 2022<br>Annualized
New York $ 251,072
Other 106,772
Total $ 357,844

________________________________

(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 December 31, 2022.

(2)Includes our $105,000 participation in the 150 West 34th Street mortgage loan. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid.

(3)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.

(4)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 DECEMBER 31, 2022 (unaudited)
(Amounts in thousands)
Swap / Cap Information
Variable Rate Spread Maturity Date(1) Notional Amount<br>at Share All-In Swapped Rate Swap Expiration Date
Interest Rate Swaps:
Consolidated:
555 California Street mortgage loan 840,000 L+193 05/28 $ 840,000 2.26% 05/24
770 Broadway mortgage loan S+225 07/27 700,000 4.98% 07/27
PENN 11 mortgage loan S+206 10/25 500,000 2.22% 03/24
Unsecured revolving credit facility S+115 12/27 575,000 3.88% 08/27
Unsecured term loan S+130 12/27 800,000 (2) 4.05% 10/23
100 West 33rd Street mortgage loan S+165 06/27 480,000 5.06% 06/27
888 Seventh Avenue mortgage loan S+180 12/25 200,000 4.76% 09/27
4 Union Square South mortgage loan S+150 08/25 100,000 3.74% 01/25
Unconsolidated:
640 Fifth Avenue mortgage loan L+101 05/24 259,925 3.07% 05/23
731 Lexington Avenue - retail condominium mortgage loan S+151 08/25 97,200 1.76% 05/25
50-70 West 93rd Street mortgage loan L+153 12/24 41,168 3.14% 06/24
4,691,592 4,593,293
Interest Rate Caps: Index Strike Rate
Consolidated:
1290 Avenue of the Americas mortgage loan 665,000 L+151 11/28 665,000 4.00% 11/23
One Park Avenue mortgage loan S+122 03/26 525,000 (3) 4.39% 03/23
150 West 34th Street mortgage loan S+199 05/24 100,000 (4) 4.10% 06/24
606 Broadway mortgage loan S+191 09/24 37,060 4.00% 09/24
Unconsolidated:
280 Park Avenue mortgage loan L+173 09/24 600,000 4.08% 09/23
61 Ninth Avenue mortgage loan S+146 01/26 75,543 4.39% 02/24
512 West 22nd Street mortgage loan L+200 06/23 75,418 4.00% 06/23
Rego Park II mortgage loan S+145 12/25 65,624 4.15% 11/24
Fashion Centre Mall/Washington Tower mortgage loan L+294 05/26 34,125 4.00% 05/24
2,282,770 2,177,770 (5)
Fixed rate debt per loan agreements and Vornado’s 105 million participation in 150 West 34th Street mortgage loan 3,104,164
Variable rate debt not subject to interest rate swaps or caps 592,555 (5)
Total debt at share $ 10,467,782

All values are in US Dollars.

____________________

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

(2)The unsecured term loan is subject to various interest rate swap arrangements during its term, See page 5 for details.

(3)In December 2022, we entered into a forward cap for the $525,000 One Park Avenue mortgage loan effective upon the March 2023 expiration of the existing cap. The forward cap has a SOFR strike rate of 3.89% and expires in March 2024.

(4)Excludes our $105,000 participation in the loan. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid. The remaining $100,000 balance will bear interest at a floating rate of S+1.86% subject to the interest rate cap arrangement disclosed above.

(5)Our exposure to LIBOR/SOFR index increases is partially mitigated by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills.

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CONSOLIDATED DEBT MATURITIES AT 100% (CONTRACTUAL BALANCES) (unaudited)
(Amounts in thousands)
Property Maturity<br><br>Date (1) Spread over<br>LIBOR/SOFR Interest<br><br>Rate(2) 2023 2024 2025 2026 2027 Thereafter Total
Secured Debt:
435 Seventh Avenue 02/24 L+130 5.47% $ $ 95,696 $ $ $ $ $ 95,696
150 West 34th Street 05/24 S+199 6.15% 205,000 (3) 205,000
606 Broadway (50.0% interest) 09/24 S+191 5.91% 74,119 74,119
4 Union Square South 08/25 4.05% 120,000 120,000
PENN 11 10/25 2.22% 500,000 500,000
888 Seventh Avenue 12/25 5.09% 21,600 21,600 234,600 277,800
One Park Avenue 03/26 S+122 5.56% 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 3.36% 1,200,000 1,200,000
1290 Avenue of the Americas (70.0% interest) 11/28 L+151 5.51% 950,000 950,000
909 Third Avenue 04/31 3.23% 350,000 350,000
Total Secured Debt 21,600 396,415 854,600 525,000 1,580,000 2,500,000 5,877,615
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 0.00%
Senior unsecured notes due 2026 06/26 2.15% 400,000 400,000
$1.25 Billion unsecured revolving credit facility 12/27 3.88% 575,000 575,000
$800 Million unsecured term loan 12/27 4.05% 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 $ 21,600 $ 396,415 $ 1,304,600 $ 925,000 $ 2,955,000 $ 2,850,000 $ 8,452,615
Weighted average rate 5.92% 5.93% 3.32% 4.08% 4.38% 4.07% 4.16%
Fixed rate debt(4) $ $ $ 1,250,000 $ 400,000 $ 2,955,000 $ 1,540,000 $ 6,145,000
Fixed weighted average rate expiring 0.00% 0.00% 3.21% 2.15% 4.38% 2.74% 3.59%
Floating rate debt $ 21,600 $ 396,415 $ 54,600 $ 525,000 $ $ 1,310,000 $ 2,307,615
Floating weighted average rate expiring 5.92% 5.93% 5.81% 5.56% 0.00% 5.63% 5.67%

________________________________

(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 entered into as of December 31, 2022.

(3)We hold a $105,000 participation in the mortgage loan which is included in “other assets” on our consolidated balance sheets. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid. The remaining $100,000 balance will bear interest at a floating rate of S+1.86% subject to the interest rate cap arrangement disclosed on the previous page.

(4)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 entered into as of December 31, 2022.

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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<br><br>Escalated Rents<br><br>At Share
--- --- --- --- --- ---
Meta Platforms, Inc. 1,451,153 $ 158,889 8.8 %
IPG and affiliates 967,552 67,279 3.6 %
New York University 685,290 45,013 2.5 %
Google/Motorola Mobility (guaranteed by Google) 759,446 41,220 2.2 %
Bloomberg L.P. 306,768 40,252 2.2 %
Equitable Financial Life Insurance Company 336,644 35,453 2.0 %
Yahoo Inc. 313,726 32,202 1.8 %
Amazon (including its Whole Foods subsidiary) 312,694 30,115 1.7 %
Neuberger Berman Group LLC 306,612 27,283 1.5 %
Madison Square Garden & Affiliates 412,551 27,143 1.5 %
Swatch Group USA 14,949 26,173 1.4 %
AMC Networks, Inc. 326,717 25,391 1.4 %
Bank of America 247,459 24,500 1.4 %
Apple Inc. 412,434 24,072 1.3 %
LVMH Brands 65,060 23,132 1.3 %
Citadel 209,263 21,544 1.2 %
Victoria's Secret 33,156 19,501 1.1 %
PwC 241,196 19,148 1.1 %
Macy's 242,837 17,886 1.0 %
Fast Retailing (Uniqlo) 47,167 13,636 0.8 %
Cushman & Wakefield 127,485 13,059 0.7 %
The City of New York 232,010 11,837 0.7 %
Foot Locker 149,987 11,456 0.6 %
AbbVie Inc. 168,673 11,152 0.6 %
Axon Capital 93,127 10,720 0.6 %
Kirkland & Ellis LLP 106,751 10,719 0.6 %
Manufacturers & Traders Trust 102,622 10,421 0.6 %
Alston & Bird LLP 126,872 10,161 0.6 %
Burlington Coat Factory 108,844 10,038 0.5 %
WSP USA 172,666 9,882 0.5 %
45.8 %

________________________________

(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.

  • 36 -

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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 19,902 17,206 1,178 15,845 183
Retail 2,556 2,118 267 1,851
Residential - 1,664 units 1,499 766 766
Alexander's (32.4% interest), including 312 residential units 2,454 795 69 305 339 82
26,411 20,885 1,514 16,150 2,190 183 848
Other:
theMART 3,899 3,890 264 2,042 103 1,266 215
555 California Street (70% interest) 1,819 1,273 1,240 33
Other 2,845 1,346 149 212 874 111
8,563 6,509 413 3,494 1,010 1,266 326
Total square feet at December 31, 2022 34,974 27,394 1,927 19,644 3,200 1,449 1,174
Total square feet at September 30, 2022 35,256 27,675 1,931 19,893 3,216 1,448 1,187
Parking Garages (not included above): Square Feet Number of <br>Garages Number of <br>Spaces
New York 1,635 9 4,804
theMART 558 4 1,643
555 California Street 168 1 453
Rosslyn Plaza 411 4 1,094
Total at December 31, 2022 2,772 18 7,994
  • 37 -

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OCCUPANCY (unaudited)
New York theMART 555 California Street
Occupancy rate at:
December 31, 2022 90.4 % 81.6 % 94.7 %
September 30, 2022 90.3 % 87.3 % 94.7 %
December 31, 2021 91.3 % 88.9 % 93.8 % (1)
September 30, 2021 90.4 % 89.6 % 98.1 %

________________________________

(1)Decrease in occupancy due to 345 Montgomery Street (78,000 square feet) being placed into service during the fourth quarter of 2021.

RESIDENTIAL STATISTICS (unaudited)
Vornado's Ownership Interest
Number of Units Number of Units Occupancy Rate Average Monthly<br>Rent Per Unit
New York:
December 31, 2022 1,976 941 96.7% $3,882
September 30, 2022 1,983 948 96.8% $3,877
December 31, 2021 1,986 951 97.0% $3,776
September 30, 2021 1,986 951 96.4% $3,756
  • 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 2,500 2073 2098 One 25-year renewal option at fair market value ("FMV"). FMV rent resets occur in 2023 and 2048. The FMV rent reset in 2023 has not yet been determined.
Long Island Railroad Concourse Retail (1) 2048 2098 Two 25-year renewal options. Rent increases at a rate based on the increase in gross income reduced by the increase in real estate taxes and operating expenses. The next rent increase occurs in 2028 and every ten years thereafter.
260 Eleventh Avenue 4,383 None 2114 Rent increases annually by the lesser of CPI or 1.5% compounded. We have a purchase option exercisable at a future date for $110,000 increased annually by the lesser of CPI or 1.5% compounded.
888 Seventh Avenue 3,350 2028 2067 Two 20-year renewal options at FMV.
Piers 92 & 94 1,000 2060 2110 None
330 West 34th Street -<br>65.2% ground leased 10,265 (2) 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:
61 Ninth Avenue<br><br>(45.1% interest) 3,635 None 2115 Rent increases in April 2023 and every three years thereafter based on CPI, subject to a cap. In 2051, 2071 and 2096, rent resets based on the increase in the property's gross revenue net of real estate taxes, if greater than the CPI reset.
Flushing (Alexander's)<br><br>(32.4% interest) 259 2027 2037 One 10-year renewal option at 90% of FMV.

________________________________

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

(2)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. We are appealing the court’s decision.

  • 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.,
-Office 100.0 % 80.7 % $ 73.16 2,230,000 2,230,000 United Healthcare Services, Inc., Siemens Mobility, WSP USA, Gusto Inc.
-Retail 100.0 % 100.0 % 168.68 316,000 77,000 239,000 Bank of America, Starbucks, Blue Bottle Coffee Inc., Shake Shack*
100.0 % 81.3 % 76.75 $ 153,400 2,546,000 2,307,000 239,000 $
PENN 2
-Office 100.0 % 100.0 % 61.54 1,577,000 399,000 1,178,000 Madison Square Garden, EMC
-Retail 100.0 % 100.0 % 375.33 43,000 15,000 28,000 Chase Manhattan Bank
100.0 % 100.0 % 72.78 30,500 1,620,000 414,000 1,206,000 575,000 (4)
The Farley Building<br><br>(ground and building leased through 2116)**
-Office 95.0 % 100.0 % 110.40 730,000 730,000 Meta Platforms, Inc.
-Retail 95.0 % 24.3 % 396.85 116,000 116,000 Duane Reade, Magnolia Bakery, Starbucks, Birch Coffee, H&H Bagels
95.0 % 89.8 % 120.88 91,700 846,000 846,000
PENN 11
-Office 100.0 % 100.0 % 71.22 1,114,000 1,114,000 Apple Inc., Madison Square Garden, AMC Networks, Inc., Macy's
-Retail 100.0 % 80.1 % 143.75 39,000 39,000 PNC Bank National Association, Starbucks
100.0 % 99.3 % 73.26 78,200 1,153,000 1,153,000 500,000
100 West 33rd Street
-Office 100.0 % 91.5 % 71.38 859,000 859,000 IPG and affiliates
-Retail 100.0 % 16.8 % 55.54 255,000 255,000 Aeropostale, Candytopia
100.0 % 75.1 % 70.60 57,600 1,114,000 1,114,000 480,000
330 West 34th Street
(65.2% ground leased through 2149)** Structure Tone,
-Office 100.0 % 75.4 % 74.55 702,000 702,000 Deutsch, Inc., Web.com, Footlocker, HomeAdvisor, Inc.
-Retail 100.0 % 91.1 % 127.42 22,000 22,000 Starbucks
100.0 % 75.7 % 76.00 40,300 724,000 724,000 100,000 (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 % 80.16 458,000 458,000 Amazon
-Retail 53.0 % 100.0 % 348.19 19,000 19,000 Amazon, Lindt, Naturalizer (guaranteed by Caleres)
53.0 % 100.0 % 91.09 42,500 477,000 477,000 300,000
431 Seventh Avenue
-Retail 100.0 % 100.0 % 248.87 600 9,000 9,000 Essen*
138-142 West 32nd Street
-Retail 100.0 % 100.0 % 126.02 500 8,000 8,000
150 West 34th Street
-Retail 100.0 % 100.0 % 112.53 8,800 78,000 78,000 205,000 (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 % $ 101.45 $ 300 3,000 3,000 $
131-135 West 33rd Street
-Retail 100.0 % 100.0 % 60.19 1,400 23,000 23,000
Other (3 buildings)
-Retail 100.0 % 100.0 % 185.87 2,400 16,000 16,000
Total PENN District 509,700 8,660,000 7,215,000 1,445,000 2,255,696
Midtown East:
909 Third Avenue
(ground leased through 2063)** IPG and affiliates, AbbVie Inc., United States Post Office,
-Office 100.0 % 93.1 % 65.40 (7) 58,700 1,350,000 1,350,000 350,000 Geller & Company, Morrison Cohen LLP, Sard Verbinnen
150 East 58th Street(8)
-Office 100.0 % 88.0 % 79.65 541,000 541,000 Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail 100.0 % 100.0 % 96.27 3,000 3,000
100.0 % 88.1 % 79.74 37,600 544,000 544,000
715 Lexington Avenue
-Retail 100.0 % 100.0 % 193.32 4,200 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 % 181.59 1,200 7,000 7,000 Wells Fargo
Total Midtown East 102,400 1,930,000 1,930,000 350,000
Midtown West:
888 Seventh Avenue
(ground leased through 2067)** Axon Capital LP, Lone Star US Acquisitions LLC, Top-New York, Inc.,
-Office 100.0 % 89.1 % 97.17 872,000 872,000 Vornado Executive Headquarters, United Talent Agency
-Retail 100.0 % 100.0 % 285.48 15,000 15,000 Redeye Grill L.P.
100.0 % 89.2 % 99.05 77,300 887,000 887,000 277,800
57th Street - 2 buildings
-Office 50.0 % 85.4 % 60.91 81,000 81,000
-Retail 50.0 % 42.5 % 118.14 22,000 22,000
50.0 % 78.3 % 66.08 5,000 103,000 103,000
825 Seventh Avenue
-Office 50.0 % 79.6 % 59.02 169,000 169,000 59,353 Young Adult Institute Inc., New Alternatives for Children, Inc.*
-Retail 100.0 % 48.6 % 72.57 4,000 4,000
78.9 % 59.22 7,900 173,000 173,000 59,353
Total Midtown West 90,200 1,163,000 1,163,000 337,153
  • 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 % 98.7 % $ 109.83 1,236,000 1,236,000 PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail 50.0 % 93.8 % 62.29 28,000 28,000 Starbucks, Fasano Restaurant
50.0 % 98.6 % 108.83 $ 134,900 1,264,000 1,264,000 $ 1,200,000
350 Park Avenue Citadel, Marshall Wace North America,
-Office 100.0 % 78.6 % 106.39 567,000 567,000 M&T Bank, Square Mile Capital Management
-Retail 100.0 % 91.5 % 266.65 18,000 18,000 Fidelity Investments, AT&T Wireless, Valley National Bank
100.0 % 79.0 % 112.04 50,000 585,000 585,000 400,000
Total Park Avenue 184,900 1,849,000 1,849,000 1,600,000
Grand Central:
90 Park Avenue Alston & Bird, Capital One, PwC, MassMutual,
-Office 100.0 % 99.1 % 81.67 938,000 938,000 Factset Research Systems Inc., Foley & Lardner
-Retail 100.0 % 72.8 % 168.08 18,000 18,000 Citibank, Starbucks
100.0 % 98.7 % 82.83 75,500 956,000 956,000
510 Fifth Avenue
-Retail 100.0 % 25.2 % 387.00 5,900 65,000 65,000 The North Face
Total Grand Central 81,400 1,021,000 1,021,000
Madison/Fifth:
640 Fifth Avenue Fidelity Investments, Abbott Capital Management,
-Office 52.0 % 91.6 % 104.45 246,000 246,000 Avolon Aerospace, Houlihan Lokey Advisors Parent, Inc.
-Retail 52.0 % 100.0 % 1,030.25 69,000 69,000 Victoria's Secret (guaranteed by L Brands, Inc.), Dyson
52.0 % 92.9 % 255.75 71,100 315,000 315,000 500,000
666 Fifth Avenue
-Retail 52.0 % 100.0 % 424.38 44,400 114,000(9) 114,000 Fast Retailing (Uniqlo), Hollister, Tissot
595 Madison Avenue LVMH Moet Hennessy Louis Vuitton Inc.,
-Office 100.0 % 80.3 % 79.99 301,000 301,000 Albea Beauty Solutions, Aerin LLC
-Retail 100.0 % 100.0 % 734.66 30,000 30,000 Fendi, Berluti, Christofle Silver Inc.
100.0 % 81.5 % 130.87 34,200 331,000 331,000
650 Madison Avenue Sotheby's International Realty, Inc., BC Partners Inc.,
-Office 20.1 % 85.8 % 114.62 564,000 564,000 Polo Ralph Lauren, Willett Advisors LLC (Bloomberg Philanthropies)
-Retail 20.1 % 94.7 % 1,042.82 37,000 37,000 Moncler USA Inc., Tod's, Celine, Balmain
20.1 % 86.1 % 155.51 76,900 601,000 601,000 800,000
689 Fifth Avenue
-Office 52.0 % 100.0 % 87.19 81,000 81,000 Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail 52.0 % 62.0 % 1,190.80 17,000 17,000 MAC Cosmetics, Canada Goose
52.0 % 93.9 % 205.27 18,500 98,000 98,000
655 Fifth Avenue
-Retail 50.0 % 100.0 % 285.76 16,900 57,000 57,000 Ferragamo
697-703 Fifth Avenue
-Retail 44.8 % 100.0 % 2,063.19 36,700 26,000 26,000 421,000 Swatch Group USA, Harry Winston
Total Madison/Fifth 298,700 1,542,000 1,542,000 1,721,000
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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 % 100.0 % $ 107.51 1,077,000 1,077,000 Meta Platforms, Inc., Yahoo Inc.
-Retail 100.0 % 92.0 % 91.81 106,000 106,000 Bank of America N.A., Wegmans Food Markets
100.0 % 99.3 % 106.30 $ 122,900 1,183,000 1,183,000 $ 700,000
One Park Avenue
New York University, BMG Rights Management LLC,
-Office 100.0 % 95.4 % 66.76 867,000 867,000 Robert A.M. Stern Architect
-Retail 100.0 % 90.1 % 82.19 78,000 78,000 Bank of Baroda, Citibank, Equinox
100.0 % 95.0 % 67.95 59,700 945,000 945,000 525,000
4 Union Square South
-Retail 100.0 % 100.0 % 125.63 25,600 204,000 204,000 120,000 Burlington, Whole Foods Market, DSW, Sephora
692 Broadway
-Retail 100.0 % 64.4 % 68.52 1,600 36,000 36,000 Equinox
Total Midtown South 209,800 2,368,000 2,368,000 1,345,000
Rockefeller Center:
1290 Avenue of the Americas Equitable Financial Life Insurance Company, Hachette Book Group Inc.,
Bryan Cave LLP, Neuberger Berman Group LLC, SSB Realty LLC,
Cushman & Wakefield, Columbia University, LinkLaters, Venable LLP,
-Office 70.0 % 100.0 % 92.35 2,043,000 2,043,000 Fubotv Inc
-Retail 70.0 % 71.4 % 314.81 77,000 77,000 Duane Reade, JPMorgan Chase Bank, Sovereign Bank, Starbucks
70.0 % 99.2 % 96.74 198,100 2,120,000 2,120,000 950,000
SoHo:
606 Broadway (19 East Houston Street)
-Office 50.0 % 100.0 % 128.90 30,000 30,000 WeWork
-Retail 50.0 % 100.0 % 685.13 6,000 6,000 HSBC, Harman International
50.0 % 100.0 % 202.06 7,000 36,000 36,000 74,119
443 Broadway
-Retail 100.0 % 100.0 % 62.16 900 16,000 16,000 Blick Art Materials
304 Canal Street
-Retail 100.0 % 100.0 % 53.87 4,000 4,000 Stellar Works
-Residential (4 units) 100.0 % 0.0 % 9,000 9,000
100.0 % 200 13,000 13,000
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
148 Spring Street
-Retail 100.0 % 42.4 % 353.62 1,000 8,000 8,000 Dr. Martens
  • 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):
SoHo (Continued):
150 Spring Street
-Retail 100.0 % 74.2 % $ 108.13 6,000 6,000
-Residential (1 unit) 100.0 % 100.0 % 1,000 1,000
100.0 % $ 400 7,000 7,000
Total SoHo 9,500 94,000 94,000 $ 74,119
Times Square:
1540 Broadway Forever 21, Disney, Sunglass Hut,
-Retail 52.0 % 79.9 % 169.92 21,500 161,000 161,000 MAC Cosmetics, U.S. Polo
1535 Broadway
-Retail 52.0 % 100.0 % 1,175.03 45,000 45,000 T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre 52.0 % 100.0 % 15.18 62,000 62,000 Nederlander-Marquis Theatre
52.0 % 100.0 % 450.93 44,700 107,000 107,000
Total Times Square 66,200 268,000 268,000
Upper East Side:
1131 Third Avenue
-Retail 100.0 % 100.0 % 200.55 4,600 23,000 23,000 Nike, Crunch LLC, J.Jill
759-771 Madison Avenue (40 East 66th Street)
-Residential (4 units) 100.0 % 100.0 % 10,000 10,000
10,000 10,000
Total Upper East Side 4,600 33,000 33,000
Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office 100.0 % 95.5 % 48.70 9,700 209,000 209,000 The City of New York
85 Tenth Avenue Google, Telehouse International Corp.,
-Office 49.9 % 90.5 % 95.33 595,000 595,000 L-3 Communications, Clear Secure, Inc.*
-Retail 49.9 % 75.7 % 71.13 43,000 43,000 La Brasseria
49.9 % 89.6 % 94.07 53,300 638,000 638,000 625,000
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 % 132.71 171,000 171,000 Aetna Life Insurance Company, Apple Inc.
-Retail 45.1 % 100.0 % 361.17 23,000 23,000 Starbucks
45.1 % 100.0 % 147.73 30,800 194,000 194,000 167,500
512 West 22nd Street Warner Media, Next Jump, Pura Vida Investments,
-Office 55.0 % 81.8 % 120.01 165,000 165,000 Capricorn Investment Group
-Retail 55.0 % 100.0 % 101.62 8,000 8,000 Galeria Nara Roesler, Harper's Books
55.0 % 82.6 % 118.98 17,000 173,000 173,000 137,124
Total Chelsea/Meatpacking District 113,600 1,231,000 1,231,000 929,624
  • 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 % 97.4 % $ 283,000 283,000 $ 83,500
Tribeca:
Independence Plaza
-Residential (1,327 units) 50.1 % 96.2 % 1,186,000 1,186,000
-Retail 50.1 % 55.0 % 71.00 72,000 72,000 Duane Reade
50.1 % $ 2,700 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 3,000 1,266,000 1,266,000 675,000
New Jersey:
Paramus
-Office 100.0 % 84.6 % 24.97 2,600 129,000 129,000 Vornado's Administrative Headquarters
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 92.3 % $ 86.57 $ 1,438,500 19,902,000 18,724,000 1,178,000 $ 8,496,489
Vornado's Ownership Interest 91.9 % $ 83.98 $ 1,184,600 17,206,000 16,028,000 1,178,000 $ 6,029,798
New York Retail:
Total 76.5 % $ 259.52 $ 436,400 2,556,000 2,289,000 267,000 $ 1,066,103
Vornado's Ownership Interest 74.4 % $ 215.72 $ 289,500 2,118,000 1,851,000 267,000 $ 796,592
New York Residential:
Total 96.8 % 1,499,000 1,499,000 $ 758,500
Vornado's Ownership Interest 96.7 % 766,000 766,000 $ 379,841

`

  • 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 % $ 132.11 939,000 939,000 $ 500,000 Bloomberg L.P.
-Retail 32.4 % 90.3 % 250.68 140,000 140,000 300,000 The Home Depot, Hutong, Capital One
32.4 % 98.9 % 144.43 $ 152,000 1,079,000 1,079,000 800,000
Rego Park I, Queens (4.8 acres) 32.4 % 100.0 % 50.12 13,100 338,000 260,000 78,000 Burlington, Bed Bath & Beyond, Marshalls, IKEA
Rego Park II (adjacent to Rego Park I),
Queens (6.6 acres) 32.4 % 87.3 % 64.78 26,800 615,000 480,000 135,000 202,544 Costco, Kohl's, TJ Maxx
Flushing, Queens (1.0 acre ground leased through 2037)** 32.4 % 100.0 % 32.08 5,400 167,000 167,000 New World Mall LLC
The Alexander Apartment Tower,
Rego Park, Queens, NY
Residential (312 units) 32.4 % 98.7 % 255,000 255,000 94,000
Property to be Developed:
Rego Park III (adjacent to Rego Park II),
Queens, NY (3.2 acres) 32.4 %
Total Alexander's 32.4 % 96.4 % 104.09 197,300 2,454,000 2,241,000 213,000 1,096,544
Total New York 91.2 % $ 101.85 $ 2,072,000 26,411,000 24,753,000 1,658,000 $ 11,417,636
Vornado's Ownership Interest 90.4 % $ 95.14 $ 1,579,000 20,885,000 19,371,000 1,514,000 $ 7,561,511

________________________________

*    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)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)Includes our $105,000 participation in the 150 West 34th Street mortgage loan. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid.

(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.

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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
theMART:
theMART, Chicago Motorola Mobility (guaranteed by Google),
CCC Information Services,
1871, ANGI Home Services, Inc, Yelp Inc., Paypal, Inc.,
Allscripts Healthcare, Kellogg Company,
Chicago School of Professional Psychology, ConAgra Foods Inc.,
Innovation Development Institute, Inc., Avant LLC*,
-Office 100.0 % 87.7 % $ 47.67 2,098,000 2,042,000 56,000 Allstate Insurance Company, Medline Industries, Inc
Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
-Showroom/Trade show 100.0 % 74.1 % 59.56 1,481,000 1,481,000 Allsteel Inc.
-Retail 100.0 % 67.7 % 48.67 93,000 93,000
100.0 % 81.6 % 52.07 $ 153,500 3,672,000 3,616,000 56,000 $
Other (2 properties) 50.0 % 93.9 % 49.60 900 19,000 19,000 27,620
Total theMART, Chicago 154,400 3,691,000 3,635,000 56,000 27,620
Piers 92 and 94 (New York)<br><br>(ground and building leased through 2110)** 100.0 % 208,000 208,000
Property to be Developed:
527 West Kinzie, Chicago 100.0 %
Total theMART 81.7 % $ 52.06 $ 154,400 3,899,000 3,635,000 264,000 $ 27,620
Vornado's Ownership Interest 81.6 % $ 52.07 $ 154,000 3,890,000 3,626,000 264,000 $ 13,810
555 California Street:
555 California Street 70.0 % 99.0 % $ 93.84 137,300 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 % 86.22 19,900 235,000 235,000 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 94.7 % $ 92.81 $ 157,200 1,819,000 1,819,000 $ 1,200,000
Vornado's Ownership Interest 94.7 % $ 92.81 $ 110,000 1,273,000 1,273,000 $ 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)Includes rent from storage and other non-selling space and excludes rent from residential units.

(3)Represents the contractual debt obligations.

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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 % 62.8 % $ 52.88 736,000 432,000 304,000 Corporate Executive Board, Nathan Associates, Inc.
-Residential - 2 buildings (197 units) 43.7 % 92.4 % 253,000 253,000
45.6 % $ 13,800 989,000 685,000 304,000 $ 36,372
Fashion Centre Mall / Washington Tower
-Office 7.5 % 75.0 % 54.74 170,000 170,000 42,300 The Rand Corporation
-Retail 7.5 % 95.3 % 39.65 868,000 868,000 412,700 Macy's, Nordstrom
7.5 % 92.0 % 42.12 52,700 1,038,000 1,038,000 455,000
New Jersey:
Wayne Town Center, Wayne<br>(ground leased through 2064)** 100.0 % 100.0 % 31.49 15,300 690,000 238,000 443,000 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 % 8.99 1,200 128,000 128,000 The Home Depot
Total Other 89.3 % $ 37.70 $ 83,000 2,845,000 2,089,000 443,000 313,000 $ 491,372
Vornado's Ownership Interest 92.6 % $ 32.02 $ 26,900 1,346,000 754,000 443,000 149,000 $ 52,461

________________________________

**    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)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/Joab Dempsey
Deutsche Bank JP Morgan Fixed Income Truist Securities
212-250-5683 212-834-5086/212-834-3798 212-319-5659/443-545-4245
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, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

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

Funds From Operations ("FFO") - FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. 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 EBITDA 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 joint ventures caused by a decrease in value of depreciated property in the joint venture, plus adjustments to reflect the entity's share of EBITDA of unconsolidated joint ventures. The Company has included EBITDAre because it is a performance measure used by other REITs and therefore may provide useful information to investors in comparing Vornado's performance to that of other REITs.

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET (LOSS) 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 Year Ended<br>December 31,
December 31, September 30, 2022
2022 2021 2022 2021
Net (loss) income attributable to common shareholders $ (493,280) $ 11,269 $ 7,769 $ (408,615) $ 101,086
Per diluted share $ (2.57) $ 0.06 $ 0.04 $ (2.13) $ 0.53
Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Non-cash real estate impairment losses on wholly owned and partially owned assets 595,488 595,488 7,880
Net gains on disposition of wholly owned and partially owned assets (47,769) (11,620) (62,685) (15,315)
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities (29,773) (13,584) (35,858) (44,607)
Hotel Pennsylvania loss (primarily accelerated building depreciation expense) 26,614 8,998 26,613 71,087 29,472
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,482 9,180 3,776 13,665 10,868
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV (13,613)
Other 3,449 19,569 1,477 7,289 (2,436)
551,491 12,543 31,866 575,373 (14,138)
Noncontrolling interests' share of above adjustments (38,257) (835) (2,206) (40,290) 1,205
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders $ 513,234 $ 11,708 $ 29,660 $ 535,083 $ (12,933)
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 19,954 $ 22,977 $ 37,429 $ 126,468 $ 88,153
Per diluted share (non-GAAP) $ 0.10 $ 0.12 $ 0.19 $ 0.66 $ 0.46
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET (LOSS) 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 Year Ended<br>December 31,
December 31, September 30, 2022
2022 2021 2022 2021
Reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net (loss) income attributable to common shareholders $ (493,280) $ 11,269 $ 7,769 $ (408,615) $ 101,086
Per diluted share $ (2.57) $ 0.06 $ 0.04 $ (2.13) $ 0.53
FFO adjustments:
Depreciation and amortization of real property $ 121,900 $ 117,497 $ 122,438 $ 456,920 $ 373,792
Real estate impairment losses 19,098 19,098 7,880
Net gain on sale of real estate (30,397) (58,751)
Proportionate share of adjustments to equity in net (loss) income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 32,243 34,418 32,584 130,647 139,247
Net (gain) loss on sale of real estate (12,623) 6 (169) (15,675)
Increase in fair value of marketable securities (37) (1,155)
Real estate impairment losses 576,390 576,390
719,234 139,255 155,028 1,124,135 504,089
Noncontrolling interests' share of above adjustments (49,894) (9,517) (10,731) (77,912) (34,144)
FFO adjustments, net $ 669,340 $ 129,738 $ 144,297 $ 1,046,223 $ 469,945
FFO attributable to common shareholders (non-GAAP) $ 176,060 $ 141,007 $ 152,066 $ 637,608 $ 571,031
Impact of assumed conversion of dilutive convertible securities 405 10 395 1,320 43
FFO attributable to common shareholders plus assumed conversions (non-GAAP) 176,465 141,017 152,461 638,928 571,074
Add back of FFO allocated to noncontrolling interests of the Operating Partnership 13,107 10,054 11,308 47,421 40,188
FFO attributable to Class A unitholders (non-GAAP) $ 189,572 $ 151,071 $ 163,769 $ 686,349 $ 611,262
FFO per diluted share (non-GAAP) $ 0.91 $ 0.73 $ 0.79 $ 3.30 $ 2.97
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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 Year Ended<br>December 31,
December 31, September 30, 2022
2022 2021 2022 2021
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 176,465 $ 141,017 $ 152,461 $ 638,928 $ 571,074
Per diluted share (non-GAAP) $ 0.91 $ 0.73 $ 0.79 $ 3.30 $ 2.97
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities $ (29,773) $ (13,584) $ $ (35,858) $ (44,607)
Net gains on disposition of wholly owned and partially owned assets (17,372) (17,372) (643)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,482 9,180 3,776 13,665 10,868
Other 3,449 20,595 1,477 7,289 12,026
(40,214) 16,191 5,253 (32,276) (22,356)
Noncontrolling interests' share of above adjustments 2,790 (1,078) (364) 2,240 1,145
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net $ (37,424) $ 15,113 $ 4,889 $ (30,036) $ (21,211)
Per diluted share (non-GAAP) $ (0.19) $ 0.08 $ 0.02 $ (0.15) $ (0.11)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 139,041 $ 156,130 $ 157,350 $ 608,892 $ 549,863
Per diluted share (non-GAAP) $ 0.72 $ 0.81 $ 0.81 $ 3.15 $ 2.86
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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 Year Ended<br>December 31,
December 31, September 30, 2022
2022 2021 2022 2021
FFO attributable to common shareholders plus assumed conversions (non-GAAP) (A) $ 176,465 $ 141,017 $ 152,461 $ 638,928 $ 571,074
Adjustments to arrive at FAD (non-GAAP):
Certain items that impact FAD (40,214) 13,614 5,253 (33,084) (33,934)
Recurring tenant improvements, leasing commissions and other capital expenditures (42,282) (55,870) (42,314) (164,179) (191,518)
Stock-based compensation expense 6,362 5,440 3,886 29,249 38,329
Amortization of debt issuance costs 7,358 7,539 5,546 25,117 27,161
Personal property depreciation 1,381 1,221 1,963 5,755 13,500
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (2,156) (252) (1,419) (10,980) 1,318
Noncontrolling interests in the Operating Partnership's share of above adjustments 4,657 1,560 1,812 10,032 8,991
FAD adjustments, net (B) (64,894) (26,748) (25,273) (138,090) (136,153)
FAD (non-GAAP) (A+B) $ 111,571 $ 114,269 $ 127,188 $ 500,838 $ 434,921
FAD payout ratio (1) 93.0 % 89.8 % 80.3 % 81.9 % 93.8 %

________________________________

(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 (LOSS) 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 Year Ended<br>December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, 2022
2022 2021 2022 2021
Net (loss) income $ (525,002) $ 31,963 $ 20,112 $ (382,612) $ 207,553
Depreciation and amortization expense 133,871 126,349 134,526 504,502 412,347
General and administrative expense 31,439 34,204 29,174 133,731 134,545
Impairment losses, transaction related costs and other 26,761 3,185 996 31,722 13,815
Loss (income) from partially owned entities 545,126 (43,749) (24,341) 461,351 (130,517)
Loss (income) from real estate fund investments 1,880 (5,959) 111 (3,541) (11,066)
Interest and other investment income, net (10,587) (918) (5,228) (19,869) (4,612)
Interest and debt expense 88,242 78,192 76,774 279,765 231,096
Net gains on disposition of wholly owned and partially owned assets (65,241) (14,959) (100,625) (50,770)
Income tax expense (benefit) 6,974 10,055 3,711 21,660 (10,496)
NOI from partially owned entities 77,221 79,223 76,020 305,993 310,858
NOI attributable to noncontrolling interests in consolidated subsidiaries (18,929) (19,164) (14,766) (70,029) (69,385)
NOI at share 291,755 278,422 297,089 1,162,048 1,033,368
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (2,156) (252) (1,419) (10,980) 1,318
NOI at share - cash basis $ 289,599 $ 278,170 $ 295,670 $ 1,151,068 $ 1,034,686
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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 December 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
New York $ 366,699 $ 335,841 $ (179,910) $ (158,092) $ 186,789 $ 177,749 $ 3,047 $ (3,322) $ 189,836 $ 174,427
Other 80,241 85,239 (33,567) (44,625) 46,674 40,614 2,913 439 49,587 41,053
Consolidated total 446,940 421,080 (213,477) (202,717) 233,463 218,363 5,960 (2,883) 239,423 215,480
Noncontrolling interests' share in consolidated subsidiaries (58,108) (37,956) 39,179 18,792 (18,929) (19,164) (6,517) 2,816 (25,446) (16,348)
Our share of partially owned entities 125,031 122,936 (47,810) (43,713) 77,221 79,223 (1,599) (185) 75,622 79,038
Vornado's share $ 513,863 $ 506,060 $ (222,108) $ (227,638) $ 291,755 $ 278,422 $ (2,156) $ (252) $ 289,599 $ 278,170 For the Three Months Ended September 30, 2022
--- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
New York $ 360,033 $ (182,131) $ 177,902 $ (5,001) $ 172,901
Other 97,398 (39,465) 57,933 2,160 60,093
Consolidated total 457,431 (221,596) 235,835 (2,841) 232,994
Noncontrolling interests' share in consolidated subsidiaries (55,024) 40,258 (14,766) 2,481 (12,285)
Our share of partially owned entities 122,357 (46,337) 76,020 (1,059) 74,961
Vornado's share $ 524,764 $ (227,675) $ 297,089 $ (1,419) $ 295,670
For the Year Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
New York $ 1,449,442 $ 1,257,599 $ (716,148) $ (626,386) $ 733,294 $ 631,213 $ (30,516) $ 8,813 $ 702,778 $ 640,026
Other 350,553 331,611 (157,763) (170,929) 192,790 160,682 7,491 (65) 200,281 160,617
Consolidated total 1,799,995 1,589,210 (873,911) (797,315) 926,084 791,895 (23,025) 8,748 903,059 800,643
Noncontrolling interests' share in consolidated subsidiaries (221,676) (126,531) 151,647 57,146 (70,029) (69,385) 18,278 2,387 (51,751) (66,998)
Our share of partially owned entities 489,826 486,859 (183,833) (176,001) 305,993 310,858 (6,233) (9,817) 299,760 301,041
Vornado's share $ 2,068,145 $ 1,949,538 $ (906,097) $ (916,170) $ 1,162,048 $ 1,033,368 $ (10,980) $ 1,318 $ 1,151,068 $ 1,034,686

________________________________

(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 DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands) Total New York theMART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended December 31, 2022 $ 291,755 $ 248,595 $ 21,276 $ 16,641 $ 5,243
Less NOI at share from:
Dispositions (1,424) (1,424)
Development properties (4,335) (4,335)
Other non-same store income, net (8,791) (3,346) (202) (5,243)
Same store NOI at share for the three months ended December 31, 2022 $ 277,205 $ 239,490 $ 21,074 $ 16,641 $
NOI at share for the three months ended December 31, 2021 $ 278,422 $ 241,939 $ 15,959 $ 16,596 $ 3,928
Less NOI at share from:
Dispositions (3,720) (3,720)
Development properties (7,248) (7,248)
Other non-same store income, net (6,782) (2,854) (3,928)
Same store NOI at share for the three months ended December 31, 2021 $ 260,672 $ 228,117 $ 15,959 $ 16,596 $
Increase in same store NOI at share $ 16,533 $ 11,373 $ 5,115 $ 45 $
% increase in same store NOI at share 6.3 % 5.0 % 32.1 % 0.3 % 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 DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands) Total New York theMART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended December 31, 2022 $ 289,599 $ 243,712 $ 23,163 $ 17,672 $ 5,052
Less NOI at share - cash basis from:
Dispositions (1,112) (1,112)
Development properties (3,461) (3,461)
Other non-same store income, net (8,734) (3,480) (202) (5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022 $ 276,292 $ 235,659 $ 22,961 $ 17,672 $
NOI at share - cash basis for the three months ended December 31, 2021 $ 278,170 $ 240,400 $ 18,413 $ 15,128 $ 4,229
Less NOI at share - cash basis from:
Dispositions (3,813) (3,813)
Development properties (7,187) (7,187)
Other non-same store income, net (11,043) (6,814) (4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021 $ 256,127 $ 222,586 $ 18,413 $ 15,128 $
Increase in same store NOI at share - cash basis $ 20,165 $ 13,073 $ 4,548 $ 2,544 $
% increase in same store NOI at share - cash basis 7.9 % 5.9 % 24.7 % 16.8 % 0.0 %
  • ix -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE YEAR ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands) Total New York theMART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the year ended December 31, 2022 $ 1,162,048 $ 981,508 $ 96,906 $ 65,692 $ 17,942
Less NOI at share from:
Change in ownership interest in One Park Avenue (13,370) (13,370)
Dispositions (9,494) (9,494)
Development properties (69,779) (69,779)
Other non-same store income, net (26,701) (8,557) (202) (17,942)
Same store NOI at share for the year ended December 31, 2022 $ 1,042,704 $ 880,308 $ 96,704 $ 65,692 $
NOI at share for the year ended December 31, 2021 $ 1,033,368 $ 892,954 $ 58,909 $ 64,826 $ 16,679
Less NOI at share from:
Dispositions (13,512) (13,512)
Development properties (31,291) (30,443) (848)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,677 12,677
Other non-same store income, net (27,774) (11,095) (16,679)
Same store NOI at share for the year ended December 31, 2021 $ 973,468 $ 850,581 $ 58,909 $ 63,978 $
Increase in same store NOI at share $ 69,236 $ 29,727 $ 37,795 $ 1,714 $
% increase in same store NOI at share 7.1 % 3.5 % 64.2 % 2.7 % 0.0 %
  • x -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE YEAR ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands) Total New York theMART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the year ended December 31, 2022 $ 1,151,068 $ 962,999 $ 101,912 $ 67,813 $ 18,344
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (10,111) (10,111)
Dispositions (8,719) (8,719)
Development properties (47,846) (47,846)
Other non-same store income, net (28,211) (9,665) (202) (18,344)
Same store NOI at share - cash basis for the year ended December 31, 2022 $ 1,056,181 $ 886,658 $ 101,710 $ 67,813 $
NOI at share - cash basis for the year ended December 31, 2021 $ 1,034,686 $ 891,766 $ 64,389 $ 60,680 $ 17,851
Less NOI at share - cash basis from:
Dispositions (13,469) (13,469)
Development properties (32,453) (31,605) (848)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,723 12,723
Other non-same store income, net (32,789) (14,938) (17,851)
Same store NOI at share - cash basis for the year ended December 31, 2021 $ 968,698 $ 844,477 $ 64,389 $ 59,832 $
Increase in same store NOI at share - cash basis $ 87,483 $ 42,181 $ 37,321 $ 7,981 $
% increase in same store NOI at share - cash basis 9.0 % 5.0 % 58.0 % 13.3 % 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 DECEMBER 31, 2022 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands) Total New York theMART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended December 31, 2022 $ 291,755 $ 248,595 $ 21,276 $ 16,641 $ 5,243
Less NOI at share from:
Dispositions (1,424) (1,424)
Development properties (18,351) (18,351)
Other non-same store income, net (6,796) (1,351) (202) (5,243)
Same store NOI at share for the three months ended December 31, 2022 $ 265,184 $ 227,469 $ 21,074 $ 16,641 $
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 (1,696) (1,696)
Development properties (22,914) (22,914)
Other non-same store income, net (5,250) (1,176) (4,074)
Same store NOI at share for the three months ended September 30, 2022 $ 267,229 $ 215,368 $ 35,769 $ 16,092 $
(Decrease) increase in same store NOI at share $ (2,045) $ 12,101 $ (14,695) $ 549 $
% (decrease) increase in same store NOI at share (0.8) % 5.6 % (41.1) % 3.4 % 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 DECEMBER 31, 2022 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands) Total New York theMART 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended December 31, 2022 $ 289,599 $ 243,712 $ 23,163 $ 17,672 $ 5,052
Less NOI at share - cash basis from:
Dispositions (1,112) (1,112)
Development properties (11,325) (11,325)
Other non-same store income, net (6,774) (1,520) (202) (5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022 $ 270,388 $ 229,755 $ 22,961 $ 17,672 $
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 (1,379) (1,379)
Development properties (15,796) (15,796)
Other non-same store income, net (5,665) (1,385) (4,280)
Same store NOI at share - cash basis for the three months ended September 30, 2022 $ 272,830 $ 219,132 $ 36,772 $ 16,926 $
(Decrease) increase in same store NOI at share - cash basis $ (2,442) $ 10,623 $ (13,811) $ 746 $
% (decrease) increase in same store NOI at share - cash basis (0.9) % 4.8 % (37.6) % 4.4 % 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 December 31, 2022
Consolidated<br><br>Debt, Net Deferred Financing<br><br>Costs, Net and Other Consolidated Contractual Debt
Mortgages payable $ 5,829,018 $ 48,597 $ 5,877,615
Senior unsecured notes 1,191,832 8,168 1,200,000
$800 Million unsecured term loan 793,193 6,807 800,000
$2.5 Billion unsecured revolving credit facilities 575,000 575,000
$ 8,389,043 $ 63,572 $ 8,452,615
  • xiv -

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET (LOSS) INCOME TO EBITDAre (unaudited)
(Amounts in thousands) For the Three Months Ended For the Year Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, 2022
2022 2021 2022 2021
Reconciliation of net (loss) income to EBITDAre (non-GAAP):
Net (loss) income $ (525,002) $ 31,963 $ 20,112 $ (382,612) $ 207,553
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries 10,493 (3,691) 3,792 5,737 (24,014)
Net (loss) income attributable to the Operating Partnership (514,509) 28,272 23,904 (376,875) 183,539
EBITDAre adjustments at share:
Depreciation and amortization expense 155,524 153,136 156,985 593,322 526,539
Interest and debt expense 111,848 88,647 98,358 362,321 297,116
Income tax expense (benefit) 7,913 10,744 4,151 23,404 (9,813)
Real estate impairment losses 595,488 595,488 7,880
Net gain on sale of real estate (30,397) (12,623) 6 (58,920) (15,675)
EBITDAre at share 325,867 268,176 283,404 1,138,740 989,586
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries 18,137 23,266 14,449 71,786 75,987
EBITDAre (non-GAAP) $ 344,004 $ 291,442 $ 297,853 $ 1,210,526 $ 1,065,573
  • 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 Year Ended December 31,
December 31, September 30, 2022
2022 2021 2022 2021
EBITDAre (non-GAAP) $ 344,004 $ 291,442 $ 297,853 $ 1,210,526 $ 1,065,573
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries (18,137) (23,266) (14,449) (71,786) (75,987)
Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium units and ancillary amenities (34,844) (14,959) (41,874) (50,318)
Net gains on disposition of wholly owned and partially owned assets (17,372) (17,372) (643)
Other 7,620 2,417 1,477 11,070 10,351
Total of certain (income) expense items that impact EBITDAre (44,596) (12,542) 1,477 (48,176) (40,610)
EBITDAre, as adjusted (non-GAAP) $ 281,271 $ 255,634 $ 284,881 $ 1,090,564 $ 948,976
  • xvi -

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Document

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INDEX
Page
FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS 3 - 8
DEBT AND CAPITALIZATION
Unsecured Notes Covenant Ratios and Credit Ratings 9
Liquidity and Capitalization 10
Net Debt to EBITDAre, As Adjusted / Debt Snapshot 11
Hedging Instruments 12
Consolidated Debt Maturities 13 - 14
PROPERTY STATISTICS
Top 15 Tenants 15
Lease Expirations 16
DEVELOPMENT ACTIVITY
PENN District Active Development/Redevelopment Summary 17
APPENDIX: NON-GAAP RECONCILIATIONS i - v

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this supplemental package. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures. 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 increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic 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 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 Appendix of this supplemental package.

This supplemental package should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Supplemental Operating and Financial Data package for the quarter and year ended December 31, 2022, both of which can be accessed at the Company’s website www.vno.com.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Financial Highlights

Quarter Ended December 31, 2022

Net loss attributable to common shareholders for the quarter ended December 31, 2022 was $493,280,000, or $2.57 per diluted share, compared to net income of $11,269,000, or $0.06 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 December 31, 2022 was $19,954,000, or $0.10 per diluted share, and $22,977,000, or $0.12 per diluted share for the prior year’s quarter.

EBITDAre, as adjusted (non-GAAP) for the quarter ended December 31, 2022 was $281,271,000, compared to $255,634,000 for the prior year’s quarter.

Year Ended December 31, 2022

Net loss attributable to common shareholders for the year ended December 31, 2022 was $408,615,000, or $2.13 per diluted share, compared to net income attributable to common shareholders of $101,086,000, or $0.53 per diluted share, for the year ended December 31, 2021. Adjusting for the items that impact period-to-period comparability, net income attributable to common shareholders, as adjusted (non-GAAP) for the year ended December 31, 2022 was $126,468,000, or $0.66 per diluted share, and $88,153,000, or $0.46 per diluted share, for the year ended December 31, 2021.

EBITDAre, as adjusted (non-GAAP) for the year ended December 31, 2022 was $1.1 billion, compared to $948,976,000 for the year ended December 31, 2021.

Non-Cash Impairment Charges

Net loss attributable to common shareholders for the quarter and year ended December 31, 2022 includes $595,488,000 of non-cash impairment charges, of which $483,037,000 relates to Vornado’s common equity investment in the Fifth Avenue and Times Square joint venture (“Retail JV”).

By way of background, in April 2019, we recognized a $2.559 billion gain upon the transfer of seven properties to the Retail JV, which included a GAAP required write-up to fair value of its retained interest in the properties. The $483,037,000 impairment charge recognized this quarter together with the $409,060,000 impairment charge previously recognized in 2020, effectively reverse a portion of the $2.559 billion gain attributable to the 2019 required write-up.

Liquidity

As of December 31, 2022, we have $3.4 billion of liquidity comprised of $1.0 billion of cash and cash equivalents and restricted cash, $472,000,000 of investments in U.S. Treasury bills and $1.9 billion available on our $2.5 billion revolving credit facilities.

PENN District Development

As of December 31, 2022, we have expended $1.9 billion of cash with an estimated $497,795,000 remaining to be spent across The Farley Building, PENN 1, PENN 2, and PENN districtwide improvements. There can be no assurance that these projects will be completed, completed on schedule or within budget.

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

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 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.

Citadel will master lease 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 is being provided. Citadel will also master lease Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we have entered into a joint venture with Rudin (“Vornado/Rudin”) to purchase 39 East 51st Street for $40,000,000 and, upon formation of the KG joint venture described below, will combine that property with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”).

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

•acquire a 60% interest in a joint venture with Vornado/Rudin 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 Vornado/Rudin as developer. KG would own 60% of the joint venture and Vornado/Rudin 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 joint venture).

◦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 Vornado/Rudin would not participate in the new development.

The parties intend to immediately commence design of the project and process approvals.

Further, Vornado/Rudin 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, Vornado/Rudin 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.

The operating and financial metrics presented in this supplemental package for the quarter and year ended December 31, 2022 do not reflect the impact of Citadel’s master lease of 350 Park Avenue described above as the transaction closed in the first quarter of 2023.

Dividend

On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Business Developments - continued

Disposition Activity

220 Central Park South (“220 CPS”)

During the three months ended December 31, 2022, we closed on the sale of two condominium units and ancillary amenities at 220 CPS for net proceeds of $71,895,000 resulting in a financial statement net gain of $34,844,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $5,071,000 of income tax expense was recognized on our consolidated statements of income. During the year ended December 31, 2022, we closed on the sale of three condominium units and ancillary amenities at 220 CPS for net proceeds of $88,019,000 resulting in a financial statement net gain of $41,874,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $6,016,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2022, we have closed on the sale of 109 units and ancillary amenities for net proceeds of $3,094,915,000 resulting in financial statement net gains of $1,159,129,000. As of December 31, 2022, we are 97% sold.

SoHo Properties

On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Center Building (33-00 Northern Boulevard)

On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

484-486 Broadway

On December 15, 2022, we sold 484-486 Broadway, a 30,000 square foot retail and residential building for $23,520,000, and realized net proceeds of $22,430,000. In connection with the sale, we recognized a net gain of $2,919,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

40 Fulton Street

On December 21, 2022, we sold 40 Fulton Street, a 251,000 square foot Manhattan office and retail building, for $101,000,000, and realized net proceeds of $96,566,000. In connection with the sale, we recognized a net gain of $31,876,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Business Developments - continued

Financing Activity

100 West 33rd Street

On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (5.96% as of December 31, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The interest rate on the loan was swapped to a fixed rate of 5.06% through March 2024, and 5.26% through June 2027. The loan matures in June 2027, with two one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.

770 Broadway

On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (6.48% as of December 31, 2022) and matures in July 2024 with three one-year extension options (July 2027 as fully extended). The interest rate on the loan was swapped to a fixed rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.

Unsecured Revolving Credit Facility

On June 30, 2022, we amended and extended one of our two revolving credit facilities. The $1.25 billion amended facility bears interest at a rate of SOFR plus 1.15% (5.47% as of December 31, 2022). The term of the facility was extended from March 2024 to December 2027, as fully extended. The facility fee is 25 basis points. On August 16, 2022, the interest rate on the $575,000,000 drawn on the facility was swapped to a fixed interest rate of 3.88% through August 2027. Our other $1.25 billion revolving credit facility matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.

Unsecured Term Loan

On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2024 to December 2027. The extended loan bears interest at a rate of SOFR plus 1.30% (5.62% as of December 31, 2022) and is currently swapped to a fixed rate of 4.05%.

330 West 34th Street land owner joint venture

On August 18, 2022, the joint venture that owns the fee interest in the 330 West 34th Street land, in which we have a 34.8% interest, completed a $100,000,000 refinancing. The interest-only loan bears interest at a fixed rate of 4.55% and matures in September 2032. In connection with the refinancing, we realized net proceeds of $10,500,000. The loan replaces the previous $50,150,000 loan that bore interest at a fixed rate of 5.71%.

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

On December 21, 2022, the 697-703 Fifth Avenue $450,000,000 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29,000,000 of property-level funds were applied by the lenders against the principal balance resulting in a $421,000,000 loan balance as of December 31, 2022. The loan bears default interest at the Prime Rate plus 1.00% (8.50% as of December 31, 2022). The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations. We do not believe that the resolution of these negotiations will result in further impairment losses on our investment in the Fifth Avenue and Times Square JV.

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FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Business Developments - continued

Financing Activity - continued

Interest Rate Hedging Activities

During the year ended December 31, 2022, we entered into $2.0 billion of interest rate swap arrangements and extended a $500,000,000 interest rate swap arrangement, reducing our variable rate debt at share as a percentage of our total debt at share to 27% from 47% (excluding our participation in the 150 West 34th Street mortgage loan which was repaid on January 9, 2023). The exposure to LIBOR/SOFR index increases on our $2.8 billion of unswapped variable rate debt is partially mitigated over the next year by $2.2 billion of interest rate caps and by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills. See page 12 for further detail on our interest rate swap and cap arrangements.

The table below presents the interest rate swap arrangements entered into during the year ended December 31, 2022.

(Amounts in thousands) Notional Amount All-In Swapped Rate Swap Expiration Date Variable Rate Spread
770 Broadway mortgage loan $ 700,000 4.98% 07/27 S+225
Unsecured revolving credit facility 575,000 3.88% 08/27 S+115
Unsecured term loan(1) 50,000 4.04% 08/27 S+130
Unsecured term loan (effective 10/23)(1) 500,000 4.39% 10/26 S+130
100 West 33rd Street mortgage loan 480,000 5.06% 06/27 S+165
888 Seventh Avenue mortgage loan(2) 200,000 4.76% 09/27 S+180

____________________

(1)On February 7, 2023, we entered into a forward interest rate swap arrangement for $150,000 of the $800,000 unsecured term loan. The unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements through August 2027, see below for details:

Swapped Balance All-In Swapped Rate Unswapped Balance<br>(bears interest at S+130)
Through 10/23 $ 800,000 4.05% $
10/23 through 7/25 700,000 4.53% 100,000
7/25 through 10/26 550,000 4.36% 250,000
10/26 through 8/27 50,000 4.04% 750,000

(2)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80%.

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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 December 31, 2022

154,000 square feet of New York Office space (147,000 square feet at share) at an initial rent of $84.58 per square foot and a weighted average lease term of 7.6 years. The changes in the GAAP and cash mark-to-market rent on the 135,000 square feet of second generation space were positive 17.2% and positive 9.8%, respectively. Tenant improvements and leasing commissions were $10.32 per square foot per annum, or 12.2% of initial rent.

20,000 square feet of New York Retail space (15,000 square feet at share) at an initial rent of $284.73 per square foot and a weighted average lease term of 11.8 years. The 20,000 square feet was first generation space. Tenant improvements and leasing commissions were $26.98 per square foot per annum, or 9.5% of initial rent.

24,000 square feet at theMART (all at share) at an initial rent of $59.45 per square foot and a weighted average lease term of 6.5 years. The changes in the GAAP and cash mark-to-market rent on the 23,000 square feet of second generation space were negative 7.3% and negative 12.1%, respectively. Tenant improvements and leasing commissions were $6.60 per square foot per annum, or 11.1% of initial rent.

For the Year Ended December 31, 2022

894,000 square feet of New York Office space (753,000 square feet at share) at an initial rent of $84.51 per square foot and a weighted average lease term of 8.9 years. The changes in the GAAP and cash mark-to-market rent on the 498,000 square feet of second generation space were positive 9.0% and positive 5.4%, respectively. Tenant improvements and leasing commissions were $11.84 per square foot per annum, or 14.0% of initial rent.

111,000 square feet of New York Retail space (100,000 square feet at share) at an initial rent of $266.25 per square foot and a weighted average lease term of 11.6 years. The changes in the GAAP and cash mark-to-market rent on the 42,000 square feet of second generation space were negative 38.3% and negative 34.2%, respectively. Tenant improvements and leasing commissions were $22.68 per square foot per annum, or 8.5% of initial rent.

299,000 square feet at theMART (all at share) at an initial rent of $52.40 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 244,000 square feet of second generation space were negative 4.8% and negative 5.4%, respectively. Tenant improvements and leasing commissions were $10.48 per square foot per annum, or 20.0% of initial rent.

210,000 square feet at 555 California Street (147,000 square feet at share) at an initial rent of $96.40 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 135,000 square feet of second generation space were positive 24.3% and positive 13.6%, respectively. Tenant improvements and leasing commissions were $7.15 per square foot per annum, or 7.4% 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 December 31, 2022 September 30, <br>2022 June 30, <br>2022 March 31, <br>2022
Total outstanding debt/total assets(2) Less than 65% 48% 47% 47% 48%
Secured debt/total assets Less than 50% 32% 32% 31% 33%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense) Greater than 1.50 2.29 2.53 3.02 3.29
Unencumbered assets/unsecured debt Greater than 150% 342% 354% 362% 360%
Consolidated Unencumbered EBITDA(1) (non-GAAP): Q4 2022<br>Annualized
--- --- ---
New York $ 251,072
Other 106,772
Total $ 357,844
Credit Ratings(3): Rating Outlook
--- --- ---
Moody’s Baa3 Stable
S&P BBB- Stable
Fitch BBB- Negative
(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 iii in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of December 31, 2022.
(3) Based on the Vornado Realty Trust (NYSE: VNO) December 31, 2022 quarter end closing common share price of $20.81.

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Company capitalization(2): Amount % Total
Consolidated mortgages payable (at 100%) $ 5,878 42%
Unsecured debt (contractual) 2,575 18%
Perpetual preferred shares/units 1,223 9%
Equity(3) 4,342 31%
Total 14,018 100%
Pro rata share of debt of non-consolidated entities 2,697
Less: Noncontrolling interests' share of consolidated debt (682)
Total at share $ 16,033

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NET DEBT TO EBITDAre, AS ADJUSTED (unaudited)
(Amounts in millions)
As of and For the Year Ended December 31,
2022 2021 2020 2019
Secured debt $ 5,878 $ 6,099 $ 5,608 $ 5,670
Unsecured debt 2,575 2,575 1,825 1,775
Pro rata share of debt of non-consolidated entities 2,697 2,700 2,873 2,803
Less: Noncontrolling interests’ share of consolidated debt (682) (682) (483) (483)
Company’s pro rata share of total debt $ 10,468 $ 10,692 $ 9,823 $ 9,765
% Unsecured debt 25% 24% 19% 18%
Company’s pro rata share of total debt $ 10,468 $ 10,692 $ 9,823 $ 9,765
Less: Cash and cash equivalents, restricted cash and investments in U.S. Treasury bills (1,493) (1,930) (1,730) (1,242) (1)
Less: Participation in 150 West 34th Street mortgage loan(2) (105) (105) (105) (105)
Less: Projected cash proceeds from 220 Central Park South (90) (148) (275) (1,200)
Net debt $ 8,780 $ 8,509 $ 7,713 $ 7,218
EBITDAre, as adjusted (non-GAAP) $ 1,091 $ 949 $ 910 $ 1,136
Net debt / EBITDAre, as adjusted 8.0 x 9.0 x 8.5 x 6.4 x

______________________________

(1)2019 includes $33 of investments in marketable securities sold in January 2020 and is reduced by a $398 accrual of a special dividend/distribution paid in January 2020.

(2)On January 9, 2023, our $105 participation in the $205 mortgage loan on 150 West 34th Street was repaid.

DEBT SNAPSHOT (unaudited)
(Amounts in millions)
As of December 31, 2022
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) $ 8,453 4.16% $ 2,308 (2) 5.67% $ 6,145 3.59%
Pro rata share of debt of non-consolidated entities 2,697 4.87% 1,250 6.19% 1,447 3.72%
Total 11,150 4.33% 3,558 5.85% 7,592 3.61%
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 $ 10,468 4.23% $ 2,876 (2) 5.87% $ 7,592 3.61%

________________________________

(1)See reconciliation on page iii in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of December 31, 2022.

(2)Includes our $105 participation in the loan. On January 9, 2023, our $105 participation in the $205 mortgage loan on 150 West 34th Street was repaid.

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HEDGING INSTRUMENTS AS OF DECEMBER 31, 2022 (unaudited)
(Amounts in thousands)
Swap / Cap Information
Variable Rate Spread Maturity Date(1) Notional Amount<br>at Share All-In Swapped Rate Swap Expiration Date
Interest Rate Swaps:
Consolidated:
555 California Street mortgage loan 840,000 L+193 05/28 $ 840,000 2.26% 05/24
770 Broadway mortgage loan S+225 07/27 700,000 4.98% 07/27
PENN 11 mortgage loan S+206 10/25 500,000 2.22% 03/24
Unsecured revolving credit facility S+115 12/27 575,000 3.88% 08/27
Unsecured term loan S+130 12/27 800,000 (2) 4.05% 10/23
100 West 33rd Street mortgage loan S+165 06/27 480,000 5.06% 06/27
888 Seventh Avenue mortgage loan S+180 12/25 200,000 4.76% 09/27
4 Union Square South mortgage loan S+150 08/25 100,000 3.74% 01/25
Unconsolidated:
640 Fifth Avenue mortgage loan L+101 05/24 259,925 3.07% 05/23
731 Lexington Avenue - retail condominium mortgage loan S+151 08/25 97,200 1.76% 05/25
50-70 West 93rd Street mortgage loan L+153 12/24 41,168 3.14% 06/24
4,691,592 4,593,293
Interest Rate Caps: Index Strike Rate
Consolidated:
1290 Avenue of the Americas mortgage loan 665,000 L+151 11/28 665,000 4.00% 11/23
One Park Avenue mortgage loan S+122 03/26 525,000 (3) 4.39% 03/23
150 West 34th Street mortgage loan S+199 05/24 100,000 (4) 4.10% 06/24
606 Broadway mortgage loan S+191 09/24 37,060 4.00% 09/24
Unconsolidated:
280 Park Avenue mortgage loan L+173 09/24 600,000 4.08% 09/23
61 Ninth Avenue mortgage loan S+146 01/26 75,543 4.39% 02/24
512 West 22nd Street mortgage loan L+200 06/23 75,418 4.00% 06/23
Rego Park II mortgage loan S+145 12/25 65,624 4.15% 11/24
Fashion Centre Mall/Washington Tower mortgage loan L+294 05/26 34,125 4.00% 05/24
2,282,770 2,177,770 (5)
Fixed rate debt per loan agreements and Vornado’s 105 million participation in 150 West 34th Street mortgage loan 3,104,164
Variable rate debt not subject to interest rate swaps or caps 592,555 (5)
Total debt at share $ 10,467,782

All values are in US Dollars.

________________________________

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

(2)The unsecured term loan is subject to various interest rate swap arrangements during its term, See page 7 for details.

(3)In December 2022, we entered into a forward cap for the $525,000 One Park Avenue mortgage loan effective upon the March 2023 expiration of the existing cap. The forward cap has a SOFR strike rate of 3.89% and expires in March 2024.

(4)Excludes our $105,000 participation in the loan. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid. The remaining $100,000 balance will bear interest at a floating rate of S+1.86% subject to the interest rate cap arrangement disclosed above.

(5)Our exposure to LIBOR/SOFR index increases is partially mitigated by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills.

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CONSOLIDATED DEBT MATURITIES (CONTRACTUAL BALANCES) (unaudited)
(Amounts in millions)
Consolidated Debt Maturity Schedule(1) as of December 31, 2022<br><br>(Excludes pro rata share of JV debt)(2)
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Consolidated (100%):
Secured $ 22 $ 396 (3) $ 855 $ 525 $ 1,580 $ 2,500
Unsecured 450 400 1,375 350
Total consolidated debt (100%) $ 22 $ 396 $ 1,305 $ 925 $ 2,955 $ 2,850 (4)
% of total consolidated debt 0.3 % 4.7 % 15.4 % 10.9 % 35.0 % 33.7 %
Debt maturities at share:
Consolidated debt (100%) $ 22 $ 396 $ 1,305 $ 925 $ 2,955 $ 2,850
Pro rata share of debt of non-consolidated entities 312 (5) 1,064 505 581 40 195
Less: Noncontrolling interests' share of consolidated debt (37) (645)
Total debt at share $ 334 $ 1,423 $ 1,810 $ 1,506 $ 2,995 $ 2,400
% of total debt at share 3.2 % 13.6 % 17.3 % 14.4 % 28.6 % 22.9 %

_______________________________

(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 entered into as of December 31, 2022.

(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)We hold a $105 participation in the 150 West 34th Street mortgage loan which is included in “other assets” on our consolidated balance sheets. On January 9, 2023, our $105 participation in the $205 mortgage loan on 150 West 34th Street was repaid.

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

(5)2023 includes our $189 share of the 697-703 Fifth Avenue mortgage loan. On December 21, 2022, the 697-703 Fifth Avenue $450 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29 of property-level funds were applied by the lenders against the principal balance resulting in a $421 loan balance as of December 31, 2022. The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations.

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CONSOLIDATED DEBT MATURITIES AT 100% (CONTRACTUAL BALANCES) (unaudited)
(Amounts in thousands)
Property Maturity<br><br>Date(1) Spread over<br>LIBOR/SOFR Interest<br><br>Rate(2) 2023 2024 2025 2026 2027 Thereafter Total
Secured Debt:
435 Seventh Avenue 02/24 L+130 5.47% $ $ 95,696 $ $ $ $ $ 95,696
150 West 34th Street 05/24 S+199 6.15% 205,000 (3) 205,000
606 Broadway (50.0% interest) 09/24 S+191 5.91% 74,119 74,119
4 Union Square South 08/25 4.05% 120,000 120,000
PENN 11 10/25 2.22% 500,000 500,000
888 Seventh Avenue 12/25 5.09% 21,600 21,600 234,600 277,800
One Park Avenue 03/26 S+122 5.56% 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 3.36% 1,200,000 1,200,000
1290 Avenue of the Americas (70.0% interest) 11/28 L+151 5.51% 950,000 950,000
909 Third Avenue 04/31 3.23% 350,000 350,000
Total Secured Debt 21,600 396,415 854,600 525,000 1,580,000 2,500,000 5,877,615
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 0.00%
Senior unsecured notes due 2026 06/26 2.15% 400,000 400,000
$1.25 Billion unsecured revolving credit facility 12/27 3.88% 575,000 575,000
$800 Million unsecured term loan 12/27 4.05% 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 $ 21,600 $ 396,415 $ 1,304,600 $ 925,000 $ 2,955,000 $ 2,850,000 $ 8,452,615
Weighted average rate 5.92% 5.93% 3.32% 4.08% 4.38% 4.07% 4.16%
Fixed rate debt(4) $ $ $ 1,250,000 $ 400,000 $ 2,955,000 $ 1,540,000 $ 6,145,000
Fixed weighted average rate expiring 0.00% 0.00% 3.21% 2.15% 4.38% 2.74% 3.59%
Floating rate debt $ 21,600 $ 396,415 $ 54,600 $ 525,000 $ $ 1,310,000 $ 2,307,615
Floating weighted average rate expiring 5.92% 5.93% 5.81% 5.56% 0.00% 5.63% 5.67%

________________________________

(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 12 for information on interest rate swap and interest rate cap arrangements entered into as of December 31, 2022

(3)We hold a $105,000 participation in the mortgage loan which is included in “other assets” on our consolidated balance sheets. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid. The remaining $100,000 balance will bear interest at a floating rate of S+1.86% subject to the interest rate cap arrangement disclosed on page 12.

(4)Debt classified as fixed rate includes the effect of interest rate swap arrangements which may expire prior to debt maturity. See page 12 for information on interest rate swap arrangements entered into as of December 31, 2022.

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TOP 15 TENANTS (unaudited)
(Amounts in thousands, except square feet)
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 $ 158,889 8.8 %
IPG and affiliates 967,552 67,279 3.6 %
New York University 685,290 45,013 2.5 %
Google/Motorola Mobility (guaranteed by Google) 759,446 41,220 2.2 %
Bloomberg L.P. 306,768 40,252 2.2 %
Equitable Financial Life Insurance Company 336,644 35,453 2.0 %
Yahoo Inc. 313,726 32,202 1.8 %
Amazon (including its Whole Foods subsidiary) 312,694 30,115 1.7 %
Neuberger Berman Group LLC 306,612 27,283 1.5 %
Madison Square Garden & Affiliates 412,551 27,143 1.5 %
Swatch Group USA 14,949 26,173 1.4 %
AMC Networks, Inc. 326,717 25,391 1.4 %
Bank of America 247,459 24,500 1.4 %
Apple Inc. 412,434 24,072 1.3 %
LVMH Brands 65,060 23,132 1.3 %
34.6 %

________________________________

(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 December 31, 2022
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New York Office 1,444 943 699 1,217 1,160 1,003 1,161 623 899 404 4,867
New York Retail 149 133 40 82 34 27 50 155 88 55 390
theMart 254 233 409 290 191 684 111 29 294 160 167
555 California Street 6 70 274 238 65 112 116 106 5 188
Total 1,853 1,379 1,422 1,827 1,450 1,826 1,438 913 1,281 624 5,612
% of total 9.4% 7.0% 7.2% 9.3% 7.4% 9.3% 7.3% 4.7% 6.5% 3.2% 28.7%

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PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF DECEMBER 31, 2022 (unaudited)
(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Cash Amount<br>Expended Remaining Expenditures Stabilization Year Projected Incremental Cash Yield
Active PENN District Projects Segment Budget(1)
The Farley Building (95% interest) New York 846,000 1,120,000 (2) 1,111,493 (2) 8,507 (2) (3) 6.2%
PENN 2 - as expanded New York 1,795,000 750,000 393,126 356,874 2025 9.5%
PENN 1 (including LIRR Concourse Retail)(4) New York 2,546,000 450,000 375,810 74,190 N/A 13.2% (4)(5)
Districtwide Improvements New York N/A 100,000 41,776 58,224 N/A N/A
Total Active PENN District Projects 2,420,000 1,922,205 497,795 8.3%

___________________

(1)Excluding debt and equity carry.

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

(3)Office stabilized in 2022, Retail to stabilize in 2023/2024.

(4)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 2023, which may be material.

(5)Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.6 years.

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

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APPENDIX<br><br>NON-GAAP RECONCILIATIONS

i

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET (LOSS) 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 Year Ended
December 31, December 31,
2022 2021 2022 2021
Net (loss) income attributable to common shareholders $ (493,280) $ 11,269 $ (408,615) $ 101,086
Per diluted share $ (2.57) $ 0.06 $ (2.13) $ 0.53
Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Non-cash real estate impairment losses on wholly owned and partially owned assets 595,488 595,488 7,880
Net gains on disposition of wholly owned and partially owned assets (47,769) (11,620) (62,685) (15,315)
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities (29,773) (13,584) (35,858) (44,607)
Hotel Pennsylvania loss (primarily accelerated building depreciation expense) 26,614 8,998 71,087 29,472
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 3,482 9,180 13,665 10,868
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV (13,613)
Other 3,449 19,569 7,289 (2,436)
551,491 12,543 575,373 (14,138)
Noncontrolling interests' share of above adjustments (38,257) (835) (40,290) 1,205
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders $ 513,234 $ 11,708 $ 535,083 $ (12,933)
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 19,954 $ 22,977 $ 126,468 $ 88,153
Per diluted share (non-GAAP) $ 0.10 $ 0.12 $ 0.66 $ 0.46

ii

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NON-GAAP RECONCILIATIONS<br><br>CONSOLIDATED DEBT, NET TO CONSOLIDATED CONTRACTUAL DEBT (unaudited)
(Amounts in thousands)
As of December 31, 2022
Consolidated<br>Debt, Net Deferred Financing<br>Costs, Net and Other Consolidated Contractual Debt
Mortgages payable $ 5,829,018 $ 48,597 $ 5,877,615
Senior unsecured notes 1,191,832 8,168 1,200,000
$800 Million unsecured term loan 793,193 6,807 800,000
$2.5 Billion unsecured revolving credit facilities 575,000 575,000
$ 8,389,043 $ 63,572 $ 8,452,615

iii

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET (LOSS) INCOME TO EBITDAre (unaudited)
(Amounts in thousands)

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 EBITDA 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 joint ventures caused by a decrease in value of depreciated property in the joint venture, plus adjustments to reflect the entity's share of EBITDA of unconsolidated joint ventures. The Company has included EBITDAre because it is a performance measure used by other REITs and therefore may provide useful information to investors in comparing Vornado's performance to that of other REITs.

For the Three Months Ended December 31, For the Year Ended December 31,
2022 2021 2022 2021 2020 2019
Reconciliation of net (loss) income to EBITDAre (non-GAAP):
Net (loss) income $ (525,002) $ 31,963 $ (382,612) $ 207,553 $ (461,845) $ 3,334,262
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries 10,493 (3,691) 5,737 (24,014) 139,894 24,547
Net (loss) income attributable to the Operating Partnership (514,509) 28,272 (376,875) 183,539 (321,951) 3,358,809
EBITDAre adjustments at share:
Depreciation and amortization expense 155,524 153,136 593,322 526,539 532,298 530,473
Interest and debt expense 111,848 88,647 362,321 297,116 309,003 390,139
Income tax expense (benefit) 7,913 10,744 23,404 (9,813) 36,253 103,917
Net gain on sale of real estate (30,397) (12,623) (58,920) (15,675) (178,711)
Real estate impairment losses 595,488 595,488 7,880 645,346 32,001
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests (2,559,154)
EBITDAre at share 325,867 268,176 1,138,740 989,586 1,200,949 1,677,474
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries 18,137 23,266 71,786 75,987 (91,155) 8,150
EBITDAre (non-GAAP) $ 344,004 $ 291,442 $ 1,210,526 $ 1,065,573 $ 1,109,794 $ 1,685,624

iv

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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 December 31, For the Year Ended December 31,
2022 2021 2022 2021 2020 2019
EBITDAre (non-GAAP) $ 344,004 $ 291,442 $ 1,210,526 $ 1,065,573 $ 1,109,794 $ 1,685,624
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries (18,137) (23,266) (71,786) (75,987) 91,155 (8,150)
Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium units and ancillary amenities (34,844) (14,959) (41,874) (50,318) (381,320) (604,393)
Net gains on disposition of wholly owned and partially owned assets (17,372) (17,372) (643)
Our share of loss (income) from real estate fund investments 463 (1,564) (1,671) (3,757) 63,114 48,808
Hotel Pennsylvania loss (income) 11,625 31,139 (8,264)
Mark-to-market decrease in PREIT common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) 4,938 21,649
Other 7,157 3,981 12,741 2,483 (8,527) 343
Total of certain income items that impact EBITDAre (44,596) (12,542) (48,176) (40,610) (290,656) (541,857)
EBITDAre, as adjusted (non-GAAP) $ 281,271 $ 255,634 $ 1,090,564 $ 948,976 $ 910,293 $ 1,135,617

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