8-K

VORNADO REALTY TRUST (VNO)

8-K 2020-05-05 For: 2020-05-04
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Added on April 05, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 4, 2020

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
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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))

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. o

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

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

All values are in US Dollars.


Item 2.02. Results of Operations and Financial Condition.

On May 4, 2020, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the first quarter of 2020.  That press release referred to certain supplemental financial information that is available on the Company’s website.  That press release and the supplemental financial information are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished as part of this Current Report on Form 8-K: 99.1 Vornado Realty Trust Press Release Dated May 4, 2020
99.2 Vornado Realty Trust supplemental operating and financial data for the quarter ended March 31, 2020

2


SIGNATURE

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

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

Date: May 5, 2020

SIGNATURE

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

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

Date: May 5, 2020

3

		Exhibit

EXHIBIT 99.1

vnortlogoblack2a34.jpg

Vornado Announces First Quarter 2020 Financial Results

May 4, 2020 04:30 PM Eastern Standard Time

NEW YORK.......VORNADO REALTY TRUST (NYSE: VNO) reported today:

Quarter Ended March 31, 2020 Financial Results

NET INCOME attributable to common shareholders for the quarter ended March 31, 2020 was $4,963,000, or $0.03 per diluted share, compared to $181,488,000, or $0.95 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table below, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarters ended March 31, 2020 and 2019 was $20,233,000 and $24,814,000, or $0.11 and $0.13 per diluted share, respectively.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended March 31, 2020 was $130,360,000, or $0.68 per diluted share, compared to $247,684,000, or $1.30 per diluted share, for the prior year's quarter.  Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended March 31, 2020 and 2019 was $137,567,000 and $149,939,000, or $0.72 and $0.79 per diluted share, respectively.

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

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>March 31,
2020 2019
Net income attributable to common shareholders $ 4,963 $ 181,488
Per diluted share $ 0.03 $ 0.95
Certain (income) expense items that impact net income attributable to common shareholders:
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units $ (59,911 ) $ (130,954 )
Our share of loss from real estate fund investments 56,158 2,904
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 7,261
Mark-to-market decrease in Pennsylvania Real Estate Trust Investment ("PREIT") common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) 4,938 15,649
Net gain from sale of Urban Edge Properties ("UE") common shares (sold on March 4, 2019) (62,395 )
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022 22,540
Mark-to-market increase in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019) (16,068 )
Other 7,896 1,152
16,342 (167,172 )
Noncontrolling interests' share of above adjustments (1,072 ) 10,498
Total of certain expense (income) items that impact net income attributable to common shareholders $ 15,270 $ (156,674 )
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 20,233 $ 24,814
Per diluted share (non-GAAP) $ 0.11 $ 0.13

1


The following table reconciles our FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>March 31,
2020 2019
FFO attributable to common shareholders plus assumed conversions (non-GAAP)^(1)^ $ 130,360 $ 247,684
Per diluted share (non-GAAP) $ 0.68 $ 1.30
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 $ (59,911 ) $ (130,954 )
Our share of loss from real estate fund investments 56,158 2,904
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 7,261
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022 22,540
Other 4,205 1,206
7,713 (104,304 )
Noncontrolling interests' share of above adjustments (506 ) 6,559
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net $ 7,207 $ (97,745 )
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 137,567 $ 149,939
Per diluted share (non-GAAP) $ 0.72 $ 0.79

____________________________________________________________

(1) See page 9 for a reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months ended March 31, 2020 and 2019.

2


COVID-19 Pandemic

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential" business and activity in an aggressive effort to curb the spread of the virus. Consequently, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.

As our first priority, we are following strict protocols and taking all measures to protect our employees, tenants, and communities.

Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread. Some of the effects on us include the following:

With the exception of grocery stores and other "essential" businesses, substantially all of our retail tenants have closed their stores and many are seeking rent relief.
While our office buildings remain open, substantially all of our office tenants are working remotely.
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We have temporarily closed the Hotel Pennsylvania.
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We have postponed trade shows at theMART for the remainder of 2020.
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Because certain of our development projects are deemed "non-essential," they have been temporarily paused due to New York State executive orders.
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Closings on the sale of condominium units at 220 Central Park South have continued. During April 2020 we closed on the sale of four condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.
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We placed 1,803 employees on temporary furlough, including 1,293 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties, 414 employees at the Hotel Pennsylvania and 96 corporate staff employees.
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Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.
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Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo his or her $75,000 annual cash retainer for the remainder of 2020.
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We have collected substantially all of the rent due for March 2020 and collected 90% of rent due from our office tenants for the month of April 2020 and 53% of the rent due from our retail tenants for the month of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. While we believe that our tenants are required to pay rent under their leases, we have implemented and will continue to consider temporary rent deferrals on a case-by-case basis.

In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue to occur, the impact of COVID-19 on our financial condition and operating results remains highly uncertain but the impact could be material. The impact on us includes lower rental income and potentially lower occupancy levels at our properties which will result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders. In addition, the value of our real estate assets may decline, which may result in non-cash impairment charges in future periods and that impact could be material.

Dispositions:

PREIT

On January 23, 2020, we sold all of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. We recorded a $4,938,000 loss (mark-to-market decrease) for the three months ended March 31, 2020.

220 CPS

During the three months ended March 31, 2020, we closed on the sale of seven condominium units at 220 CPS for net proceeds aggregating $191,216,000 resulting in a financial statement net gain of $68,589,000 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, $8,678,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31, 2020, we closed on the sale of 72 units for aggregate net proceeds of $2,011,348,000.

3


Financings:

Unsecured Term Loan

On February 28, 2020, we increased our unsecured term loan balance to $800,000,000 (from $750,000,000) by exercising an accordion feature. Pursuant to an existing swap agreement, $750,000,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000,000 floats at a rate of LIBOR plus 1.00% (1.94% as of March 31, 2020). The entire $800,000,000 will float thereafter for the duration of the loan through February 2024.

Leasing Activity For The Three Months Ended March 31, 2020:

311,000 square feet of New York Office space (297,000 square feet at share) at an initial rent of $90.47 per square foot and a weighted average lease term of 6.6 years. The change in the GAAP and cash mark-to-market rent on the 275,000 square feet of second generation space were negative 3.3% and positive 0.8%, respectively. Tenant improvements and leasing commissions were $11.69 per square foot per annum, or 12.9% of initial rent.
15,000 square feet of New York Retail space (13,000 square feet at share) at an initial rent of $416.36 per square foot and a weighted average lease term of 9.7 years. The change in the GAAP and cash mark-to-market rent on the 9,000 square feet of second generation space were positive 126.6% and 104.6%, respectively. Tenant improvements and leasing commissions were $48.18 per square foot per annum, or 11.6% of initial rent.
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231,000 square feet at theMART at an initial rent of $47.31 per square foot and a weighted average lease term of 10.3 years. The change in the GAAP and cash mark-to-market rent on the 228,000 square feet of second generation space were positive 2.6% and negative 1.2%, respectively. Tenant improvements and leasing commissions were $4.44 per square foot per annum, or 9.4% of initial rent.
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6,000 square feet at 555 California Street (4,000 square feet at share) at an initial rent of $117.00 per square foot and a weighted average lease term of 1.4 years. The change in the GAAP and cash mark-to-market rent on the 4,000 square feet of second generation space were positive 44.5% and 29.7%, respectively. Tenant improvements and leasing commissions were $2.91 per square foot per annum, or 2.5% of initial rent.
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Same Store Net Operating Income ("NOI") At Share:

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

Total New York^(2)^ theMART^(3)^ 555 California Street
Same store NOI at share % (decrease) increase^(1)^:
Three months ended March 31, 2020 compared to March 31, 2019 (2.5 )% (1.9 )% (13.3 )% 5.6 %
Three months ended March 31, 2020 compared to December 31, 2019 (8.2 )% (9.0 )% (8.2 )% 5.1 %
Same store NOI at share - cash basis % (decrease) increase^(1)^:
Three months ended March 31, 2020 compared to March 31, 2019 (1.5 )% (0.7 )% (11.8 )% 3.7 %
Three months ended March 31, 2020 compared to December 31, 2019 (7.0 )% (7.6 )% (9.0 )% 5.8 %

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(1) See pages 11 through 14 for same store NOI at share and same store NOI at share - cash basis reconciliations.
(2) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania.
Excluding the Hotel Pennsylvania, same store NOI at share % decrease:
Three months ended March 31, 2020 compared to March 31, 2019 (0.3 )%
Three months ended March 31, 2020 compared to December 31, 2019 (2.7 )%
Excluding the Hotel Pennsylvania, same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 2019 0.9 %
Three months ended March 31, 2020 compared to December 31, 2019 (1.0 )% (3) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic.
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Excluding trade shows, same store NOI at share % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 2019 1.1 %
Three months ended March 31, 2020 compared to December 31, 2019 (2.8 )%
Excluding trade shows, same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 2019 2.0 %
Three months ended March 31, 2020 compared to December 31, 2019 (4.0 )%

4


NOI At Share:

The elements of our New York and Other NOI at share for the three months ended March 31, 2020 and 2019 and the three months ended December 31, 2019 are summarized below.

(Amounts in thousands) For the Three Months Ended
March 31, December 31, 2019
2020 2019
New York:
Office^(1)^ $ 183,205 $ 183,540 $ 183,925
Retail^(1)^ 52,018 88,267 59,728
Residential 6,200 6,045 5,835
Alexander's Inc. ("Alexander's") 10,492 11,322 10,626
Hotel Pennsylvania^(2)^ (9,356 ) (5,816 ) 6,170
Total New York 242,559 283,358 266,284
Other:
theMART 21,113 23,523 22,712
555 California Street 15,231 14,501 14,533
Other investments^(3)^ 2,010 16,390 2,037
Total Other 38,354 54,414 39,282
NOI at share $ 280,913 $ 337,772 $ 305,566

____________________

(1) Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2) The decrease in NOI at share is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1, 2020 as result of the pandemic.
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(3) The three months ended March 31, 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties (sold on March 4, 2019).
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NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share - cash basis for the three months ended March 31, 2020 and 2019 and the three months ended December 31, 2019 are summarized below.

(Amounts in thousands) For the Three Months Ended
March 31, December 31, 2019
2020 2019
New York:
Office^(1)^ $ 187,035 $ 184,370 $ 180,762
Retail^(1)^ 49,041 80,936 54,357
Residential 5,859 5,771 5,763
Alexander's 11,094 11,527 10,773
Hotel Pennsylvania^(2)^ (9,364 ) (5,864 ) 6,052
Total New York 243,665 276,740 257,707
Other:
theMART 22,705 24,912 24,646
555 California Street 15,435 14,745 14,491
Other investments^(3)^ 2,184 16,194 2,132
Total Other 40,324 55,851 41,269
NOI at share - cash basis $ 283,989 $ 332,591 $ 298,976

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(1) Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2) The decrease in NOI at share - cash basis is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1, 2020 as result of the pandemic.
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(3) The three months ended March 31, 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties (sold on March 4, 2019).
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5


Penn District - Active Development/Redevelopment Summary as of March 31, 2020

(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Projected Incremental Cash Yield
Active Penn District Projects Segment Budget^(1)^ Amount<br>Expended Remainder to be Expended Stabilization Year
Farley (95% interest) New York 844,000 1,030,000 ^(2)^ 650,506 379,494 2022 7.4%
PENN2 - as expanded^(3)^ New York 1,795,000 750,000 52,911 697,089 2024 8.4%
PENN1^(4)^ New York 2,546,000 325,000 95,919 229,081 N/A 13.5%^(4)(5)^
Districtwide Improvements New York N/A 100,000 7,360 92,640 N/A N/A
Total Active Penn District Projects 2,205,000 806,696 1,398,304 ^(6)^ 8.3%

________________________________

(1) Excluding debt and equity carry.
(2) Net of anticipated historic tax credits.
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(3) PENN2 (including signage) estimated impact on cash basis NOI and FFO of square feet taken out of service:
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2020 2021 2022
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Square feet out of service at end of year 1,140,000 1,190,000 1,200,000
Year-over-year reduction in Cash Basis NOI^(i)^ (25,000 ) (14,000 )
Year-over-year reduction in FFO^(ii)^ (19,000 )

________________________________

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

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

(4) Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.5% projected return is before the ground rent reset in 2023, which may be material.
(5) Achieved as existing leases roll; average remaining lease term 4.9 years.
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(6) Expected to be funded from 220 CPS net sales proceeds and existing cash.
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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, May 5, 2020 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 877-690-9905 (domestic) or 720-405-3394 (international) and indicating to the operator the passcode 5868218. A telephonic replay of the conference call will be available from 2:00 p.m. ET on May 5, 2020 through June 5, 2020. To access the replay, please dial 855- 859-2056 and enter the passcode 5868218. A live webcast of the conference call will be available on the Company’s website at www.vno.com and an online playback of the webcast will be available on the website following the conference call.

Contact

Joseph Macnow

(212) 894-7000

Supplemental Financial Information

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

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2019 and "Item 1A. Risk Factors" in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors. Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it will have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration of the pandemic, which are highly uncertain at this time but that impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019, as well as the risks set forth in "Item 1A. Risk Factors" in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

6


VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except unit, share, and per share amounts) As of
March 31, 2020 December 31, 2019
ASSETS
Real estate, at cost:
Land $ 2,589,800 $ 2,591,261
Buildings and improvements 7,946,523 7,953,163
Development costs and construction in progress 1,532,828 1,490,614
Moynihan Train Hall development expenditures 972,199 914,960
Leasehold improvements and equipment 126,910 124,014
Total 13,168,260 13,074,012
Less accumulated depreciation and amortization (3,049,609 ) (3,015,958 )
Real estate, net 10,118,651 10,058,054
Right-of-use assets 378,257 379,546
Cash and cash equivalents 1,586,738 1,515,012
Restricted cash 80,570 92,119
Marketable securities 33,313
Tenant and other receivables 115,795 95,733
Investments in partially owned entities 3,970,791 3,999,165
Real estate fund investments 45,129 222,649
220 Central Park South condominium units ready for sale 393,417 408,918
Receivable arising from the straight-lining of rents 731,807 742,206
Deferred leasing costs, net of accumulated amortization of $188,976 and $196,229 353,467 353,986
Identified intangible assets, net of accumulated amortization of $100,298 and $98,587 29,123 30,965
Other assets 405,914 355,347
$ 18,209,659 $ 18,287,013
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net $ 5,643,707 $ 5,639,897
Senior unsecured notes, net 446,076 445,872
Unsecured term loan, net 795,974 745,840
Unsecured revolving credit facilities 1,075,000 575,000
Lease liabilities 497,531 498,254
Moynihan Train Hall obligation 972,199 914,960
Special dividend/distribution payable 398,292
Accounts payable and accrued expenses 407,598 440,049
Deferred revenue 54,992 59,429
Deferred compensation plan 90,888 103,773
Other liabilities 308,683 265,754
Total liabilities 10,292,648 10,087,120
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 13,748,709 and 13,298,956 units outstanding 619,264 884,380
Series D cumulative redeemable preferred units - 141,401 units outstanding 4,535 4,535
Total redeemable noncontrolling interests 623,799 888,915
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,795,540 and 36,795,640 shares 891,211 891,214
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,115,726 and 190,985,677 shares 7,624 7,618
Additional capital 8,112,523 7,827,697
Earnings less than distributions (2,091,612 ) (1,954,266 )
Accumulated other comprehensive loss (82,719 ) (40,233 )
Total shareholders' equity 6,837,027 6,732,030
Noncontrolling interests in consolidated subsidiaries 456,185 578,948
Total equity 7,293,212 7,310,978
$ 18,209,659 $ 18,287,013

7


VORNADO REALTY TRUST

OPERATING RESULTS

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>March 31,
2020 2019
Revenues $ 444,532 $ 534,668
(Loss) income from continuing operations $ (104,503 ) $ 213,181
Loss from discontinued operations (137 )
Net (loss) income (104,503 ) 213,044
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 122,387 (6,820 )
Operating Partnership (390 ) (12,202 )
Net income attributable to Vornado 17,494 194,022
Preferred share dividends (12,531 ) (12,534 )
Net income attributable to common shareholders $ 4,963 $ 181,488
Income per common share - basic:
Net income per common share $ 0.03 $ 0.95
Weighted average shares outstanding 191,038 190,689
Income per common share - diluted:
Net income per common share $ 0.03 $ 0.95
Weighted average shares outstanding 191,113 190,996
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 130,360 $ 247,684
Per diluted share (non-GAAP) $ 0.68 $ 1.30
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 137,567 $ 149,939
Per diluted share (non-GAAP) $ 0.72 $ 0.79
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share 191,143 190,996

8


VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS

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

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>March 31,
2020 2019
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders $ 4,963 $ 181,488
Per diluted share $ 0.03 $ 0.95
FFO adjustments:
Depreciation and amortization of real property $ 85,136 $ 108,483
Net gain from sale of UE common shares (sold on March 4, 2019) (62,395 )
Decrease (increase) in fair value of marketable securities:
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) 4,938 15,649
Lexington (sold on March 1, 2019) (16,068 )
Other (42 )
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 40,423 24,990
Decrease (increase) in fair value of marketable securities 3,691 (12 )
134,188 70,605
Noncontrolling interests' share of above adjustments (8,804 ) (4,424 )
FFO adjustments, net $ 125,384 $ 66,181
FFO attributable to common shareholders 130,347 247,669
Convertible preferred share dividends 13 15
FFO attributable to common shareholders plus assumed conversions $ 130,360 $ 247,684
Per diluted share $ 0.68 $ 1.30
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding 191,038 190,689
Effect of dilutive securities:
Employee stock options and restricted share awards 75 271
Convertible preferred shares 30 36
Denominator for FFO per diluted share 191,143 190,996

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 depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. 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. A reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions is provided above. 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 FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 2 of this press release.

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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 ended March 31, 2020 and 2019 and the three months ended December 31, 2019.

For the Three Months Ended
(Amounts in thousands) March 31, December 31, 2019
2020 2019
Net (loss) income $ (104,503 ) $ 213,044 $ 160,676
Depreciation and amortization expense 92,793 116,709 92,926
General and administrative expense 52,834 58,020 39,791
Transaction related costs and other 71 149 3,223
Income from partially owned entities (19,103 ) (7,320 ) (22,726 )
Loss from real estate fund investments 183,463 167 90,302
Interest and other investment loss (income), net 5,904 (5,045 ) (5,889 )
Interest and debt expense 58,842 102,463 59,683
Net gains on disposition of wholly owned and partially owned assets (68,589 ) (220,294 ) (203,835 )
Income tax expense 12,813 29,743 22,897
Loss (income) from discontinued operations 137 (55 )
NOI from partially owned entities 81,881 67,402 85,990
NOI attributable to noncontrolling interests in consolidated subsidiaries (15,493 ) (17,403 ) (17,417 )
NOI at share 280,913 337,772 305,566
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 3,076 (5,181 ) (6,590 )
NOI at share - cash basis $ 283,989 $ 332,591 $ 298,976

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

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 March 31, 2020 compared to March 31, 2019.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020 $ 280,913 $ 242,559 $ 21,113 $ 15,231 $ 2,010
Less NOI at share from:
Acquisitions (369 ) (369 )
Development properties (14,266 ) (14,266 )
Other non-same store (income) expense, net (7,791 ) (5,520 ) (422 ) 161 (2,010 )
Same store NOI at share for the three months ended March 31, 2020 $ 258,487 $ 222,404 $ 20,691 $ 15,392 $
NOI at share for the three months ended March 31, 2019 $ 337,772 $ 283,358 $ 23,523 $ 14,501 $ 16,390
Less NOI at share from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (30,292 ) (30,292 )
Dispositions (3,399 ) (3,399 )
Development properties (20,593 ) (20,593 )
Other non-same store (income) expense, net (18,378 ) (2,405 ) 339 78 (16,390 )
Same store NOI at share for the three months ended March 31, 2019 $ 265,110 $ 226,669 $ 23,862 $ 14,579 $
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to March 31, 2019 $ (6,623 ) $ (4,265 ) $ (3,171 ) $ 813 $
% (decrease) increase in same store NOI at share (2.5 )% (1.9 )% ^(1)^ (13.3 )% ^(2)^ 5.6 % %

____________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI decreased by 0.3%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share increased by 1.1%.
--- ---

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.

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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 March 31, 2020 compared to March 31, 2019.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020 $ 283,989 $ 243,665 $ 22,705 $ 15,435 $ 2,184
Less NOI at share - cash basis from:
Acquisitions (348 ) (348 )
Development properties (18,117 ) (18,117 )
Other non-same store income, net (12,607 ) (9,944 ) (422 ) (57 ) (2,184 )
Same store NOI at share - cash basis for the three months ended March 31, 2020 $ 252,917 $ 215,256 $ 22,283 $ 15,378 $
NOI at share - cash basis for the three months ended March 31, 2019 $ 332,591 $ 276,740 $ 24,912 $ 14,745 $ 16,194
Less NOI at share - cash basis from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (27,722 ) (27,722 )
Dispositions (3,581 ) (3,581 )
Development properties (24,339 ) (24,339 )
Other non-same store (income) expense, net (20,163 ) (4,386 ) 339 78 (16,194 )
Same store NOI at share - cash basis for the three months ended March 31, 2019 $ 256,786 $ 216,712 $ 25,251 $ 14,823 $
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to March 31, 2019 $ (3,869 ) $ (1,456 ) $ (2,968 ) $ 555 $
% (decrease) increase in same store NOI at share - cash basis (1.5 )% (0.7 )% ^(1)^ (11.8 )% ^(2)^ 3.7 % %

____________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.9%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share - cash basis increased by 2.0%.
--- ---

12


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 March 31, 2020 compared to December 31, 2019.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020 $ 280,913 $ 242,559 $ 21,113 $ 15,231 $ 2,010
Less NOI at share from:
Acquisitions (364 ) (364 )
Development properties (14,271 ) (14,271 )
Other non-same store (income) expense, net (7,477 ) (5,160 ) (422 ) 115 (2,010 )
Same store NOI at share for the three months ended March 31, 2020 $ 258,801 $ 222,764 $ 20,691 $ 15,346 $
NOI at share for the three months ended December 31, 2019 $ 305,566 $ 266,284 $ 22,712 $ 14,533 $ 2,037
Less NOI at share from:
Acquisitions (118 ) (118 )
Development properties (15,894 ) (15,894 )
Other non-same store (income) expense, net (7,665 ) (5,530 ) (172 ) 74 (2,037 )
Same store NOI at share for the three months ended December 31, 2019 $ 281,889 $ 244,742 $ 22,540 $ 14,607 $
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to December 31, 2019 $ (23,088 ) $ (21,978 ) $ (1,849 ) $ 739 $
% (decrease) increase in same store NOI at share (8.2 )% (9.0 )% ^(1)^ (8.2 )% ^(2)^ 5.1 % %

____________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share decreased by 2.7%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share decreased by 2.8%.
--- ---

13


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 March 31, 2020 compared to December 31, 2019.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020 $ 283,989 $ 243,665 $ 22,705 $ 15,435 $ 2,184
Less NOI at share - cash basis from:
Acquisitions (343 ) (343 )
Development properties (18,122 ) (18,122 )
Other non-same store income, net (12,293 ) (9,584 ) (422 ) (103 ) (2,184 )
Same store NOI at share - cash basis for the three months ended March 31, 2020 $ 253,231 $ 215,616 $ 22,283 $ 15,332 $
NOI at share - cash basis for the three months ended December 31, 2019 $ 298,976 $ 257,707 $ 24,646 $ 14,491 $ 2,132
Less NOI at share - cash basis from:
Acquisitions (49 ) (49 )
Development properties (17,310 ) (17,310 )
Other non-same store income, net (9,244 ) (6,940 ) (172 ) (2,132 )
Same store NOI at share - cash basis for the three months ended December 31, 2019 $ 272,373 $ 233,408 $ 24,474 $ 14,491 $
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to December 31, 2019 $ (19,142 ) $ (17,792 ) $ (2,191 ) $ 841 $
% (decrease) increase in same store NOI at share - cash basis (7.0 )% (7.6 )% ^(1)^ (9.0 )% ^(2)^ 5.8 % %

____________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis decreased by 1.0%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share - cash basis decreased by 4.0%.
--- ---

14

		Exhibit

EXHIBIT 99.2

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INDEX
Page
COVID-19 PANDEMIC 3
BUSINESS DEVELOPMENTS 4
FINANCIAL INFORMATION
Financial Highlights 5
Net Income Attributable to Common Shareholders (Consolidated and by Segment) 6 - 7
Net Operating Income at Share (by Segment and by Subsegment) 8 - 9
Same Store NOI at Share and NOI at Share - Cash Basis and NOI at Share By Region 10
Consolidated Balance Sheets 11
LEASING ACTIVITY AND LEASE EXPIRATIONS
Leasing Activity 12
Leasing Expirations 13 - 15
TRAILING TWELVE MONTH PRO-FORMA CASH NOI AT SHARE 16
DEBT AND CAPITALIZATION
Capital Structure 17
Common Shares Data 18
Debt Analysis 19
Debt Maturities 20
UNCONSOLIDATED JOINT VENTURES 21 - 22
DEVELOPMENT ACTIVITY AND CAPITAL EXPENDITURES
Penn District Active Development/Redevelopment Summary 23
Other Development/Redevelopment Summary 24
Capital Expenditures, Tenant Improvements and Leasing Commissions 25 - 29
PROPERTY STATISTICS
Square Footage 30
Top 30 Tenants 31
Occupancy and Residential Statistics 32
Ground Leases 33
Property Table 34 - 44
EXECUTIVE OFFICERS AND RESEARCH COVERAGE 45
APPENDIX: DEFINITIONS AND NON-GAAP RECONCILIATIONS
Definitions i
Reconciliations ii - xiv

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 future 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. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2019 and "Item 1A. Risk Factors" in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. Currently, one of the most significant factors is the ongoing adverse effect of the novel strain of coronavirus ("COVID-19") pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it will have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration of the pandemic, which are highly uncertain at this time but that impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019, as well as the risks set forth in "Item 1A. Risk Factors" in Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this supplemental package. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what the Company considers the most directly comparable financial measures calculated and presented in accordance with GAAP. These include Funds From Operations ("FFO"), Funds Available for Distribution ("FAD"), Net Operating Income ("NOI") and Earnings Before Depreciation and Amortization for Real Estate Companies ("EBIDTAre"). 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 starting on page i.

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COVID-19 PANDEMIC

In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential" business and activity in an aggressive effort to curb the spread of the virus. Consequently, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.

As our first priority, we are following strict protocols and taking all measures to protect our employees, tenants, and communities.

Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread. Some of the effects on us include the following:

With the exception of grocery stores and other "essential" businesses, substantially all of our retail tenants have closed their stores and many are seeking rent relief.
While our office buildings remain open, substantially all of our office tenants are working remotely.
--- ---
We have temporarily closed the Hotel Pennsylvania.
--- ---
We have postponed trade shows at theMART for the remainder of 2020.
--- ---
Because certain of our development projects are deemed "non-essential," they have been temporarily paused due to New York State executive orders.
--- ---
Closings on the sale of condominium units at 220 Central Park South have continued. During April 2020 we closed on the sale of four condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.
--- ---
We placed 1,803 employees on temporary furlough, including 1,293 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties, 414 employees at the Hotel Pennsylvania and 96 corporate staff employees.
--- ---
Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.
--- ---
Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo his or her $75,000 annual cash retainer for the remainder of 2020.
--- ---

We have collected substantially all of the rent due for March 2020 and collected 90% of rent due from our office tenants for the month of April 2020 and 53% of the rent due from our retail tenants for the month of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. While we believe that our tenants are required to pay rent under their leases, we have implemented and will continue to consider temporary rent deferrals on a case-by-case basis.

In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue to occur, the impact of COVID-19 on our financial condition and operating results remains highly uncertain but the impact could be material. The impact on us includes lower rental income and potentially lower occupancy levels at our properties which will result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders. In addition, the value of our real estate assets may decline, which may result in non-cash impairment charges in future periods and that impact could be material.

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BUSINESS DEVELOPMENTS

Disposition Activity

Pennsylvania Real Estate Investment Trust ("PREIT")

On January 23, 2020, we sold all of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. We recorded a $4,938,000 loss (mark-to-market decrease) for the three months ended March 31, 2020.

220 Central Park South ("220 CPS")

During the three months ended March 31, 2020, we closed on the sale of seven condominium units at 220 CPS for net proceeds aggregating $191,216,000 resulting in a financial statement net gain of $68,589,000 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, $8,678,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31, 2020, we closed on the sale of 72 units for aggregate net proceeds of $2,011,348,000.

Financing Activity

Unsecured Term Loan

On February 28, 2020, we increased our unsecured term loan balance to $800,000,000 (from $750,000,000) by exercising an accordion feature. Pursuant to an existing swap agreement, $750,000,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000,000 floats at a rate of LIBOR plus 1.00% (1.94% as of March 31, 2020). The entire $800,000,000 will float thereafter for the duration of the loan through February 2024.

First Quarter Leasing Activity

311,000 square feet of New York Office space (297,000 square feet at share) at an initial rent of $90.47 per square foot and a weighted average lease term of 6.6 years. The change in the GAAP and cash mark-to-market rent on the 275,000 square feet of second generation space were negative 3.3% and positive 0.8%, respectively. Tenant improvements and leasing commissions were $11.69 per square foot per annum, or 12.9% of initial rent.

15,000 square feet of New York Retail space (13,000 square feet at share) at an initial rent of $416.36 per square foot and a weighted average lease term of 9.7 years. The change in the GAAP and cash mark-to-market rent on the 9,000 square feet of second generation space were positive 126.6% and 104.6%, respectively. Tenant improvements and leasing commissions were $48.18 per square foot per annum, or 11.6% of initial rent.

231,000 square feet at theMART at an initial rent of $47.31 per square foot and a weighted average lease term of 10.3 years. The change in the GAAP and cash mark-to-market rent on the 228,000 square feet of second generation space were positive 2.6% and negative 1.2%, respectively. Tenant improvements and leasing commissions were $4.44 per square foot per annum, or 9.4% of initial rent.

6,000 square feet at 555 California Street (4,000 square feet at share) at an initial rent of $117.00 per square foot and a weighted average lease term of 1.4 years. The change in the GAAP and cash mark-to-market rent on the 4,000 square feet of second generation space were positive 44.5% and 29.7%, respectively. Tenant improvements and leasing commissions were $2.91 per square foot per annum, or 2.5% of initial rent.

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FINANCIAL HIGHLIGHTS (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended
March 31, December 31, 2019
2020 2019
Total revenues $ 444,532 $ 534,668 $ 460,968
Net income attributable to common shareholders $ 4,963 $ 181,488 $ 193,217
Per common share:
Basic $ 0.03 $ 0.95 $ 1.01
Diluted $ 0.03 $ 0.95 $ 1.01
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 20,233 $ 24,814 $ 56,381
Per diluted share (non-GAAP) $ 0.11 $ 0.13 $ 0.29
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 137,567 $ 149,939 $ 171,030
Per diluted share (non-GAAP) $ 0.72 $ 0.79 $ 0.89
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 130,360 $ 247,684 $ 311,876
FFO - Operating Partnership Basis ("OP Basis") (non-GAAP) $ 138,819 $ 263,697 $ 332,029
Per diluted share (non-GAAP) $ 0.68 $ 1.30 $ 1.63
Dividends per common share:
Quarterly dividends $ 0.66 $ 0.66 $ 0.66
Special dividend 1.95
Total $ 0.66 $ 0.66 $ 2.61
FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted) 91.7 % 83.5 % 74.2 %
FAD payout ratio 106.5 % 85.7 % 93.0 %
Weighted average shares used in determining FFO attributable to common shareholders<br><br>plus assumed conversions per diluted share (REIT basis) 191,143 190,996 191,140
Convertible units:
Class A 12,332 12,083 12,162
Equity awards - unit equivalents 71 265 189
Weighted average shares used in determining FFO attributable to Class A unitholders<br><br>plus assumed conversions per diluted share (OP Basis) 203,546 203,344 203,491

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

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CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Three Months Ended
March 31, December 31, <br>2019
2020 2019 Variance
Property rentals^(1)^ $ 355,060 $ 428,380 $ (73,320 ) $ 360,139
Tenant expense reimbursements^(1)^ 52,173 66,112 (13,939 ) 55,233
Amortization of acquired below-market leases, net 4,206 6,525 (2,319 ) 4,269
Straight-lining of rents (10,165 ) (1,140 ) (9,025 ) (1,233 )
Total rental revenues 401,274 499,877 (98,603 ) 418,408
Fee and other income:
BMS cleaning fees 32,466 29,785 2,681 31,642
Management and leasing fees 2,867 2,237 630 3,479
Other income 7,925 2,769 5,156 7,439
Total revenues 444,532 534,668 (90,136 ) 460,968
Operating expenses (230,007 ) (246,895 ) 16,888 (223,975 )
Depreciation and amortization (92,793 ) (116,709 ) 23,916 (92,926 )
General and administrative (52,834 ) (58,020 ) 5,186 (39,791 )
Benefit (expense) from deferred compensation plan liability 11,245 (5,433 ) 16,678 (3,887 )
Transaction related costs and other (71 ) (149 ) 78 (3,223 )
Total expenses (364,460 ) (427,206 ) 62,746 (363,802 )
Income from partially owned entities^(2)^ 19,103 7,320 11,783 22,726
Loss from real estate fund investments (183,463 ) (167 ) (183,296 ) (90,302 )
Interest and other investment (loss) income, net (5,904 ) 5,045 (10,949 ) 5,889
(Loss) income from deferred compensation plan assets (11,245 ) 5,433 (16,678 ) 3,887
Interest and debt expense (58,842 ) (102,463 ) 43,621 (59,683 )
Net gains on disposition of wholly owned and partially owned assets 68,589 220,294 (151,705 ) 203,835
(Loss) income before income taxes (91,690 ) 242,924 (334,614 ) 183,518
Income tax expense (12,813 ) (29,743 ) 16,930 (22,897 )
(Loss) income from continuing operations (104,503 ) 213,181 (317,684 ) 160,621
(Loss) income from discontinued operations (137 ) 137 55
Net (loss) income (104,503 ) 213,044 (317,547 ) 160,676
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries 122,387 (6,820 ) 129,207 58,592
Operating Partnership (390 ) (12,202 ) 11,812 (13,518 )
Net income attributable to Vornado 17,494 194,022 (176,528 ) 205,750
Preferred share dividends (12,531 ) (12,534 ) 3 (12,533 )
Net income attributable to common shareholders $ 4,963 $ 181,488 $ (176,525 ) $ 193,217
Capitalized expenditures:
Development payroll $ 5,307 $ 4,590 $ 717 $ 3,341
Interest and debt expense 12,055 23,325 (11,270 ) 13,016

________________________________

(1) "Property rentals" and "tenant expense reimbursements" represent non-GAAP financial measures which are reconciled above to "rental revenues" the most directly comparable financial measure calculated in accordance with GAAP.
(2) Beginning April 18, 2019, "income from partially owned entities" includes the previously consolidated properties contributed to Fifth Avenue and Times Square JV.
--- ---
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NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Three Months Ended March 31, 2020
--- --- --- --- --- --- --- --- --- ---
Total New York Other
Property rentals^(1)^ $ 355,060 $ 277,688 $ 77,372
Tenant expense reimbursements^(1)^ 52,173 41,856 10,317
Amortization of acquired below-market leases, net 4,206 4,013 193
Straight-lining of rents (10,165 ) (8,824 ) (1,341 )
Total rental revenues 401,274 314,733 86,541
Fee and other income:
BMS cleaning fees 32,466 34,429 (1,963 )
Management and leasing fees 2,867 2,874 (7 )
Other income 7,925 3,579 4,346
Total revenues 444,532 355,615 88,917
Operating expenses (230,007 ) (183,031 ) (46,976 )
Depreciation and amortization (92,793 ) (69,898 ) (22,895 )
General and administrative (52,834 ) (17,457 ) (35,377 )
Benefit from deferred compensation plan liability 11,245 11,245
Transaction related costs and other (71 ) (71 )
Total expenses (364,460 ) (270,386 ) (94,074 )
Income from partially owned entities 19,103 17,304 1,799
Loss from real estate fund investments (183,463 ) (183,463 )
Interest and other investment (loss) income, net (5,904 ) 151 (6,055 )
Loss from deferred compensation plan assets (11,245 ) (11,245 )
Interest and debt expense (58,842 ) (31,686 ) (27,156 )
Net gains on disposition of wholly owned and partially owned assets 68,589 68,589
(Loss) income before income taxes (91,690 ) 70,998 (162,688 )
Income tax expense (12,813 ) (1,315 ) (11,498 )
Net (loss) income (104,503 ) 69,683 (174,186 )
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries 122,387 (2,457 ) 124,844
Net income attributable to Vornado Realty L.P. 17,884 $ 67,226 $ (49,342 )
Less net income attributable to noncontrolling interests in the Operating Partnership (349 )
Preferred unit distributions (12,572 )
Net income attributable to common shareholders $ 4,963
For the three months ended March 31, 2019:
Net income attributable to Vornado Realty L.P. $ 206,224 $ 82,790 $ 123,434
Net income attributable to common shareholders $ 181,488

________________________________

(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 BY SEGMENT (unaudited)
(Amounts in thousands) For the Three Months Ended March 31, 2020
--- --- --- --- --- --- --- --- --- ---
Total New York^(1)^ Other
Total revenues $ 444,532 $ 355,615 $ 88,917
Operating expenses (230,007 ) (183,031 ) (46,976 )
NOI - consolidated 214,525 172,584 41,941
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (15,493 ) (8,433 ) (7,060 )
Add: NOI from partially owned entities 81,881 78,408 3,473
NOI at share 280,913 242,559 38,354
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 3,076 1,106 1,970
NOI at share - cash basis $ 283,989 $ 243,665 $ 40,324
For the Three Months Ended March 31, 2019
--- --- --- --- --- --- --- --- --- ---
Total New York Other
Total revenues $ 534,668 $ 443,285 $ 91,383
Operating expenses (246,895 ) (198,095 ) (48,800 )
NOI - consolidated 287,773 245,190 42,583
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (17,403 ) (11,407 ) (5,996 )
Add: NOI from partially owned entities 67,402 49,575 17,827
NOI at share 337,772 283,358 54,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (5,181 ) (6,618 ) 1,437
NOI at share - cash basis $ 332,591 $ 276,740 $ 55,851
For the Three Months Ended December 31, 2019
--- --- --- --- --- --- --- --- --- ---
Total New York^(1)^ Other
Total revenues $ 460,968 $ 377,626 $ 83,342
Operating expenses (223,975 ) (184,231 ) (39,744 )
NOI - consolidated 236,993 193,395 43,598
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (17,417 ) (9,885 ) (7,532 )
Add: NOI from partially owned entities 85,990 82,774 3,216
NOI at share 305,566 266,284 39,282
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (6,590 ) (8,577 ) 1,987
NOI at share - cash basis $ 298,976 $ 257,707 $ 41,269

________________________________

(1) Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.

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

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NET OPERATING INCOME AT SHARE BY SUBSEGMENT (unaudited)
(Amounts in thousands) For the Three Months Ended
--- --- --- --- --- --- --- --- ---
March 31, December 31, <br>2019
2020 2019
NOI at share:
New York:
Office^(1)^ $ 183,205 $ 183,540 $ 183,925
Retail^(1)^ 52,018 88,267 59,728
Residential 6,200 6,045 5,835
Alexander's Inc ("Alexander's") 10,492 11,322 10,626
Hotel Pennsylvania^(2)^ (9,356 ) (5,816 ) 6,170
Total New York 242,559 283,358 266,284
Other:
theMART 21,113 23,523 22,712
555 California Street 15,231 14,501 14,533
Other investments^(3)^ 2,010 16,390 2,037
Total Other 38,354 54,414 39,282
NOI at share $ 280,913 $ 337,772 $ 305,566
NOI at share - cash basis:
--- --- --- --- --- --- --- --- ---
New York:
Office^(1)^ $ 187,035 $ 184,370 $ 180,762
Retail^(1)^ 49,041 80,936 54,357
Residential 5,859 5,771 5,763
Alexander's 11,094 11,527 10,773
Hotel Pennsylvania^(2)^ (9,364 ) (5,864 ) 6,052
Total New York 243,665 276,740 257,707
Other:
theMART 22,705 24,912 24,646
555 California Street 15,435 14,745 14,491
Other investments^(3)^ 2,184 16,194 2,132
Total Other 40,324 55,851 41,269
NOI at share - cash basis $ 283,989 $ 332,591 $ 298,976

________________________________

(1) Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2) The decreases in NOI at share and NOI at share - cash basis were primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1, 2020 as result of the pandemic.
--- ---
(3) The three months ended March 31, 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties (sold on March 4, 2019).
--- ---
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| SAME STORE NOI AT SHARE AND NOI AT SHARE - CASH BASIS (NON-GAAP) (unaudited) | | --- || | | Total | | New York^(2)^ | | theMART^(3)^ | | 555 California Street | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Same store NOI at share % (decrease) increase^(1)^: | | | | | | | | | | | | Three months ended March 31, 2020 compared to March 31, 2019 | (2.5 | )% | (1.9 | )% | (13.3 | )% | 5.6 | % | | | Three months ended March 31, 2020 compared to December 31, 2019 | (8.2 | )% | (9.0 | )% | (8.2 | )% | 5.1 | % | | Same store NOI at share - cash basis % (decrease) increase^(1)^: | | | | | | | | | | | | Three months ended March 31, 2020 compared to March 31, 2019 | (1.5 | )% | (0.7 | )% | (11.8 | )% | 3.7 | % | | | Three months ended March 31, 2020 compared to December 31, 2019 | (7.0 | )% | (7.6 | )% | (9.0 | )% | 5.8 | % |

________________________________

(1) See pages viii through xi in the Appendix for same store NOI at share and same store NOI at share - cash basis reconciliations.
(2) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania.
Excluding the Hotel Pennsylvania, same store NOI at share % decrease:
Three months ended March 31, 2020 compared to March 31, 2019 (0.3 )%
Three months ended March 31, 2020 compared to December 31, 2019 (2.7 )%
Excluding the Hotel Pennsylvania, same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 2019 0.9 %
Three months ended March 31, 2020 compared to December 31, 2019 (1.0 )% (3) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic.
--- --- --- ---
Excluding trade shows, same store NOI at share % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 2019 1.1 %
Three months ended March 31, 2020 compared to December 31, 2019 (2.8 )%
Excluding trade shows, same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 2019 2.0 %
Three months ended March 31, 2020 compared to December 31, 2019 (4.0 )% NOI AT SHARE BY REGION (unaudited)
--- For the Three Months Ended March 31,
--- --- --- --- ---
2020 2019
Region:
New York City metropolitan area 87 % 88 %
Chicago, IL 8 % 7 %
San Francisco, CA 5 % 5 %
100 % 100 %
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CONSOLIDATED BALANCE SHEETS (unaudited)
(Amounts in thousands)
As of Increase<br><br>(Decrease)
March 31, 2020 December 31, 2019
ASSETS
Real estate, at cost:
Land $ 2,589,800 $ 2,591,261 $ (1,461 )
Buildings and improvements 7,946,523 7,953,163 (6,640 )
Development costs and construction in progress 1,532,828 1,490,614 42,214
Moynihan Train Hall development expenditures 972,199 914,960 57,239
Leasehold improvements and equipment 126,910 124,014 2,896
Total 13,168,260 13,074,012 94,248
Less accumulated depreciation and amortization (3,049,609 ) (3,015,958 ) (33,651 )
Real estate, net 10,118,651 10,058,054 60,597
Right-of-use assets 378,257 379,546 (1,289 )
Cash and cash equivalents 1,586,738 1,515,012 71,726
Restricted cash 80,570 92,119 (11,549 )
Marketable securities 33,313 (33,313 )
Tenant and other receivables 115,795 95,733 20,062
Investments in partially owned entities 3,970,791 3,999,165 (28,374 )
Real estate fund investments 45,129 222,649 (177,520 )
220 Central Park South condominium units ready for sale 393,417 408,918 (15,501 )
Receivable arising from the straight-lining of rents 731,807 742,206 (10,399 )
Deferred leasing costs, net 353,467 353,986 (519 )
Identified intangible assets, net 29,123 30,965 (1,842 )
Other assets 405,914 355,347 50,567
Total Assets $ 18,209,659 $ 18,287,013 $ (77,354 )
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 5,643,707 $ 5,639,897 $ 3,810
Senior unsecured notes, net 446,076 445,872 204
Unsecured term loan, net 795,974 745,840 50,134
Unsecured revolving credit facilities 1,075,000 575,000 500,000
Lease liabilities 497,531 498,254 (723 )
Moynihan Train Hall obligation 972,199 914,960 57,239
Special dividend/distribution payable 398,292 (398,292 )
Accounts payable and accrued expenses 407,598 440,049 (32,451 )
Deferred revenue 54,992 59,429 (4,437 )
Deferred compensation plan 90,888 103,773 (12,885 )
Other liabilities 308,683 265,754 42,929
Total liabilities 10,292,648 10,087,120 205,528
Redeemable noncontrolling interests 623,799 888,915 (265,116 )
Shareholders' equity 6,837,027 6,732,030 104,997
Noncontrolling interests in consolidated subsidiaries 456,185 578,948 (122,763 )
Total liabilities, redeemable noncontrolling interests and equity $ 18,209,659 $ 18,287,013 $ (77,354 )
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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 accounting principles generally accepted in the United States of America ("GAAP"). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.

New York 555 California Street
Office Retail theMART
Three Months Ended March 31, 2020
Total square feet leased 311 15 231 6
Our share of square feet leased: 297 13 231 4
Initial rent^(1)^ $ 90.47 $ 416.36 $ 47.31 $ 117.00
Weighted average lease term (years) 6.6 9.7 10.3 1.4
Second generation relet space:
Square feet 275 9 228 4
GAAP basis:
Straight-line rent^(2)^ $ 88.96 $ 476.94 $ 44.52 $ 118.03
Prior straight-line rent $ 91.98 $ 210.48 $ 43.41 $ 81.70
Percentage (decrease) increase (3.3 )% 126.6 % 2.6 % 44.5 %
Cash basis (non-GAAP):
Initial rent^(1)^ $ 89.22 $ 469.99 $ 47.05 $ 117.00
Prior escalated rent $ 88.55 $ 229.66 $ 47.62 $ 90.24
Percentage increase (decrease) 0.8 % 104.6 % (1.2 )% 29.7 %
Tenant improvements and leasing commissions:
Per square foot $ 77.14 $ 467.30 $ 45.72 $ 4.08
Per square foot per annum $ 11.69 $ 48.18 $ 4.44 $ 2.91
Percentage of initial rent 12.9 % 11.6 % 9.4 % 2.5 %

________________________________

(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><br>NEW YORK SEGMENT
Period of Lease<br><br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases^(1)^ Weighted Average Annual<br><br>Rent of Expiring Leases Percentage of<br><br>Annualized<br><br>Escalated Rent
Total Per Sq. Ft.
Office: Month to Month 47,000 $ 2,913,000 $ 61.98 0.3 %
Second Quarter 2020 135,000 10,382,000 76.90 0.9 %
Third Quarter 2020 186,000 16,150,000 86.83 1.4 %
Fourth Quarter 2020 142,000 9,333,000 65.73 0.8 %
Total 2020 463,000 35,865,000 77.46 3.1 %
First Quarter 2021 379,000 25,803,000 68.08 2.3 %
Remaining 2021 788,000 59,112,000 75.02 5.3 %
2022 661,000 43,876,000 66.38 3.9 %
2023 1,888,000 165,105,000 87.45 14.8 %
2024 1,446,000 120,995,000 83.68 10.8 %
2025 837,000 ^(2)^ 66,163,000 79.05 5.9 %
2026 1,212,000 93,632,000 77.25 8.4 %
2027 1,103,000 81,091,000 73.52 7.3 %
2028 886,000 61,871,000 69.83 5.5 %
2029 679,000 55,427,000 81.63 5.0 %
2030 785,000 55,661,000 70.91 5.0 %
Thereafter 3,666,000 249,819,000 68.14 22.4 %
Retail: Month to Month 27,000 $ 3,250,000 $ 120.37 1.1 %
Second Quarter 2020 5,000 1,551,000 310.20 0.5 %
Third Quarter 2020 7,000 2,351,000 335.86 0.8 %
Fourth Quarter 2020 30,000 7,503,000 250.10 2.5 %
Total 2020 42,000 11,405,000 271.57 3.8 %
First Quarter 2021 33,000 8,692,000 263.39 2.8 %
Remaining 2021 76,000 7,190,000 94.61 2.3 %
2022 25,000 6,831,000 273.24 2.2 %
2023 141,000 32,239,000 228.65 10.5 %
2024 205,000 47,000,000 229.27 15.3 %
2025 37,000 12,234,000 330.65 4.0 %
2026 71,000 26,269,000 369.99 8.6 %
2027 30,000 20,729,000 690.97 6.8 %
2028 25,000 12,763,000 510.52 4.2 %
2029 201,000 39,714,000 197.58 13.0 %
2030 161,000 21,265,000 132.08 6.9 %
Thereafter 296,000 56,640,000 191.35 18.5 %

________________________________

(1) Excludes storage, vacancy and other.
(2) Assumes U.S. Post Office exercises lease renewal options at 909 Third Avenue for which the annual escalated rent is $13.51 per square foot on their 492,000 square feet space.
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LEASE EXPIRATIONS (unaudited)<br><br>theMART
Period of Lease<br><br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases^(1)^ Weighted Average Annual<br><br>Rent of Expiring Leases Percentage of<br><br>Annualized<br><br>Escalated Rent
Total Per Sq. Ft.
Office / Showroom / Retail: Month to Month 17,000 $ 1,103,000 $ 64.88 0.7 %
Second Quarter 2020 26,000 1,462,000 56.23 0.9 %
Third Quarter 2020 25,000 1,541,000 61.64 0.9 %
Fourth Quarter 2020 49,000 2,524,000 51.51 1.5 %
Total 2020 100,000 5,527,000 55.27 3.3 %
First Quarter 2021 61,000 2,731,000 44.77 1.7 %
Remaining 2021 251,000 12,431,000 49.53 7.6 %
2022 466,000 23,299,000 50.00 14.3 %
2023 296,000 15,313,000 51.73 9.4 %
2024 337,000 16,913,000 50.19 10.4 %
2025 328,000 17,578,000 53.59 10.8 %
2026 295,000 14,549,000 49.32 8.9 %
2027 147,000 7,287,000 49.57 4.5 %
2028 642,000 28,336,000 44.14 17.4 %
2029 73,000 3,466,000 47.48 2.1 %
2030 5,000 313,000 62.60 0.2 %
Thereafter 317,000 14,267,000 45.01 8.7 %

________________________________

(1)    Excludes storage, vacancy and other.

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LEASE EXPIRATIONS (unaudited)<br><br>555 California Street
Period of Lease<br><br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases^(1)^ Weighted Average Annual<br><br>Rent of Expiring Leases Percentage of<br><br>Annualized<br><br>Escalated Rent
Total Per Sq. Ft.
Office / Retail: Month to Month $ $ 0.0 %
Second Quarter 2020 5,000 499,000 99.80 0.5 %
Third Quarter 2020 3,000 273,000 91.00 0.3 %
Fourth Quarter 2020 7,000 669,000 95.57 0.7 %
Total 2020 15,000 1,441,000 96.13 1.4 %
First Quarter 2021 1,000 95,000 95.00 0.1 %
Remaining 2021 79,000 6,061,000 76.72 6.0 %
2022 36,000 2,965,000 82.36 2.9 %
2023 133,000 10,018,000 75.32 9.8 %
2024 51,000 4,949,000 97.04 4.8 %
2025 432,000 33,857,000 78.37 33.3 %
2026 140,000 11,126,000 79.47 10.9 %
2027 69,000 6,061,000 87.84 6.0 %
2028 20,000 1,545,000 77.25 1.5 %
2029 74,000 7,029,000 94.99 6.9 %
2030 110,000 10,443,000 94.94 10.3 %
Thereafter 84,000 6,227,000 74.13 6.1 %

________________________________

(1)    Excludes storage, vacancy and other.

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TRAILING TWELVE MONTH PRO-FORMA CASH NET OPERATING INCOME AT SHARE (unaudited)
(Amounts in thousands)
For the Trailing Twelve Months Ended March 31, 2020 For the Trailing<br> Twelve Months Ended<br> December 31, 2019
Adjustment for Transfer of 45.4% Interest in Fifth Avenue and Times Square JV^(1)^
NOI at Share - Cash Basis Adjustments Pro Forma NOI at Share - <br>Cash Basis Pro Forma NOI at Share - Cash Basis
Office:
New York $ 721,399 $ (968 ) $ (31,195 ) ^(2)^ $ 689,236 $ 678,184
theMART 105,923 105,923 108,130
555 California Street 60,846 60,846 60,156
Total Office 888,168 (968 ) (31,195 ) 856,005 846,470
New York - Retail 235,760 (4,171 ) (15,483 ) ^(3)^ 216,106 219,669
New York - Residential 21,982 21,982 21,894
$ 1,145,910 $ (5,139 ) $ (46,678 ) $ 1,094,093 $ 1,088,033

________________________________

(1) Adjusts April 1, 2019 through April 18, 2019 to reflect new ownership interests in the properties contributed to Fifth Avenue and Times Square JV.
(2) Adjustment to deduct $27,969 of BMS NOI and $3,226 of 330 Madison Avenue NOI (sold on July 11, 2019).
--- ---
(3) Adjusting for Topshop at 608 Fifth Avenue and 478-486 Broadway, the sale of 3040 M Street and Forever 21 rent reduction at 1540 Broadway.
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CAPITAL STRUCTURE (unaudited)
(Amounts in thousands, except per share and per unit amounts)
As of <br>March 31, 2020
Debt (contractual balances) (non-GAAP):
Consolidated debt (1):
Mortgages payable $ 5,670,928
Senior unsecured notes 450,000
800 Million unsecured term loan 800,000
2.75 Billion unsecured revolving credit facilities 1,075,000
7,995,928
Pro rata share of debt of non-consolidated entities(2) 2,851,605
Less: Noncontrolling interests' share of consolidated debt        (primarily 1290 Avenue of the Americas and 555 California Street) (484,298 )
10,363,235 (A)
Liquidation Preference
Perpetual Preferred:
5.00% preferred unit (D-16) (1 unit @ 1,000,000 per unit) 1,000
3.25% preferred units (D-17) (141,400 units @ 25 per unit) 3,535
5.70% Series K preferred shares $ 25.00 300,000
5.40% Series L preferred shares 25.00 300,000
5.25% Series M preferred shares 25.00 319,500
924,035 (B)
March 31, 2020 Common Share Price
Equity:
Common shares $ 36.21 6,920,310
Class A units 36.21 448,533
Convertible share equivalents:
Equity awards - unit equivalents 36.21 49,318
D-13 preferred units 36.21 46,675
G1-G4 units 36.21 3,476
Series A preferred shares 36.21 1,086
7,469,398 (C)
Total Market Capitalization (A+B+C) $ 18,756,668

All values are in US Dollars.

________________________________

(1) See reconciliation of consolidated debt, net (GAAP) to contractual debt (non-GAAP) on page xii in the Appendix.
(2) Our pro rata share of debt of non-consolidated entities is net of our $16,200 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.
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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):
First Quarter 2020 Fourth Quarter 2019 Third Quarter<br>2019 Second Quarter<br>2019
High price $ 68.68 $ 67.95 $ 66.72 $ 70.45
Low price $ 27.64 $ 61.78 $ 58.60 $ 62.87
Closing price - end of quarter $ 36.21 $ 66.50 $ 63.67 $ 64.10
Annualized quarterly dividend per share $ 2.64 $ 2.64 $ 2.64 $ 2.64
Special dividend 1.95 ^(1)^
Total $ 2.64 $ 4.59 $ 2.64 $ 2.64
Annualized dividend yield - on closing price:
Quarterly dividends 7.3 % 4.0 % 4.1 % 4.1 %
Total 7.3 % 6.9 % 4.1 % 4.1 %
Outstanding shares, Class A units and convertible preferred units as converted (in thousands) 206,280 205,076 205,024 205,011
Closing market value of outstanding shares, Class A units and convertible preferred units as converted $ 7.5 Billion $ 13.6 Billion $ 13.1 Billion $ 13.1 Billion

________________________________

(1) On December 18, 2019, Vornado's Board of Trustees declared a special dividend of $1.95 per share to common shareholders of record on December 30, 2019.
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DEBT ANALYSIS (unaudited)
(Amounts in thousands)
As of March 31, 2020
Total Variable Fixed
(Contractual debt balances) (non-GAAP) Amount Weighted<br><br>Average<br><br>Interest Rate Amount Weighted<br><br>Average<br><br>Interest Rate Amount Weighted<br><br>Average<br><br>Interest Rate
Consolidated debt^(1)^ $ 7,995,928 3.22% $ 2,196,562 2.32% $ 5,799,366 3.57%
Pro rata share of debt of non-consolidated entities^(2)^ 2,851,605 3.29% 1,490,518 2.70% 1,361,087 3.93%
Total 10,847,533 3.24% 3,687,080 2.47% 7,160,453 3.63%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street) (484,298 ) (35,433 ) (448,865 )
Company's pro rata share of total debt $ 10,363,235 3.21% $ 3,651,647 2.47% $ 6,711,588 3.61% Debt Covenant Ratios:^(3)^ Senior Unsecured Notes due 2025 Unsecured Revolving Credit Facilities<br>and Unsecured Term Loan
--- --- --- --- ---
Required Actual Required Actual
Total outstanding debt/total assets^(4)^ Less than 65% 45% Less than 60% 32%
Secured debt/total assets Less than 50% 31% Less than 50% 24%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense) Greater than 1.50 2.42 N/A
Fixed charge coverage N/A Greater than 1.40 2.73
Unencumbered assets/unsecured debt Greater than 150% 408% N/A
Unsecured debt/cap value of unencumbered assets N/A Less than 60% 15%
Unencumbered coverage ratio N/A Greater than 1.50 6.64 Unencumbered EBITDA (non-GAAP):^(4)^ Q1 2020
--- --- ---
Annualized
New York $ 207,880
Other 20,480
Total $ 228,360

________________________________

(1) See reconciliation of consolidated debt, net (GAAP) to contractual debt (non-GAAP) on page xii in the Appendix.
(2) Our pro rata share of debt of non-consolidated entities is net of our $16,200 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.
--- ---
(3) Our debt covenant ratios are computed in accordance with the terms of our senior unsecured notes, unsecured revolving credit facilities, and unsecured term loan, as applicable. The methodology used for these computations may differ significantly from similarly titled ratios of other companies. For additional information regarding the methodology used to compute these ratios, please see our filings with the SEC of our revolving credit facilities, senior debt indentures and applicable prospectuses and prospectus supplements.
--- ---
(4) Total assets include EBITDA (as defined) capped at 7.0% under the terms of the senior unsecured notes due 2025 and 6.0% under the terms of the unsecured revolving credit facilities and unsecured term loan.
--- ---
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DEBT MATURITIES (CONTRACTUAL BALANCES) (NON-GAAP) (unaudited)
(Amounts in thousands)
Property Maturity<br><br>Date ^(1)^ Spread over<br><br>LIBOR Interest<br><br>Rate 2020 2021 2022 2023 2024 Thereafter Total
PENN11 12/20 3.95% $ 450,000 $ $ $ $ $ $ 450,000
Borgata Land 02/21 5.14% 53,152 53,152
770 Broadway 03/21 2.56% (2) 700,000 700,000
909 Third Avenue 05/21 3.91% 350,000 350,000
555 California Street 09/21 5.10% 546,214 546,214
theMART 09/21 2.70% 675,000 675,000
1290 Avenue of the Americas 11/22 3.34% 950,000 950,000
$1.25 Billion unsecured revolving credit facility 01/23 L+100 —%
$800 Million unsecured term loan 02/24 3.75% (3) 800,000 800,000
435 Seventh Avenue - retail 02/24 L+130 2.68% 95,696 95,696
$1.5 Billion unsecured revolving credit facility 03/24 L+90 1.78% 1,075,000 1,075,000
150 West 34th Street 05/24 L+188 2.88% 205,000 205,000
606 Broadway 09/24 L+180 2.66% 70,866 70,866
33-00 Northern Boulevard 01/25 4.14% (4) 100,000 100,000
Senior unsecured notes due 2025 01/25 3.50% 450,000 450,000
4 Union Square South - retail 08/25 L+140 2.98% 120,000 120,000
888 Seventh Avenue 12/25 3.25% (5) 375,000 375,000
100 West 33rd Street - office and retail 04/26 L+155 2.93% 580,000 580,000
350 Park Avenue 01/27 3.92% 400,000 400,000
$ 450,000 $ 2,324,366 $ 950,000 $ $ 2,246,562 $ 2,025,000 $ 7,995,928
Weighted average rate 3.95 % 3.46 % 3.34 % % 2.65 % 3.37 % 3.22 %
Fixed rate debt $ 450,000 $ 2,324,366 $ 950,000 $ $ 750,000 $ 1,325,000 $ 5,799,366
Fixed weighted average rate expiring 3.95 % 3.46 % 3.34 % % 3.87 % 3.60 % 3.57 %
Floating rate debt $ $ $ $ $ 1,496,562 $ 700,000 $ 2,196,562
Floating weighted average rate expiring % % % % 2.03 % 2.94 % 2.32 %

________________________________

(1) Represents the extended maturity for certain loans in which we have the unilateral right to extend.
(2) Pursuant to an existing swap agreement, the loan bears interest at 2.56% through September 2020. The rate was swapped from LIBOR plus 1.75% (2.76% as of March 31, 2020).
--- ---
(3) Pursuant to an existing swap agreement, $750,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000 floats at a rate of LIBOR plus 1.00% (1.94% as of March 31, 2020). The entire $800,000 will float thereafter for the duration of the loan.
--- ---
(4) Pursuant to an existing swap agreement, the loan bears interest at 4.14% through January 2025. The rate was swapped from LIBOR plus 1.80% (2.81% as of March 31, 2020).
--- ---
(5) Pursuant to an existing swap agreement, the loan bears interest at 3.25% through December 2020. The rate was swapped from LIBOR plus 1.70% (2.62% as of March 31, 2020).
--- ---
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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Joint Venture Name Asset<br><br>Category Percentage<br>Ownership at<br>March 31, 2020 Company's<br><br>Carrying<br><br>Amount Company's<br><br>Pro rata<br><br>Share of Debt^(1)^ 100% of<br><br>Joint Venture Debt^(1)^ Maturity Date^(2)^ Spread over LIBOR Interest Rate
Fifth Avenue and Times Square JV Retail/Office 51.5% $ 3,272,854 $ 461,461 $ 950,000 Various Various Various
Alexander's Office/Retail 32.4% 92,767 363,056 ^(3)^ 1,120,544 Various Various Various
Partially owned office buildings/land:
One Park Avenue Office/Retail 55.0% 139,236 165,000 300,000 03/21 L+175 2.76%
650 Madison Avenue Office/Retail 20.1% 101,218 161,024 800,000 12/29 N/A 3.49%
280 Park Avenue Office/Retail 50.0% 99,233 600,000 1,200,000 09/24 L+173 2.74%
512 West 22nd Street Office 55.0% 60,325 61,382 111,604 06/24 L+200 2.86%
West 57th Street properties Office/Retail/Land 50.0% 43,223 10,000 20,000 12/22 L+160 3.18%
825 Seventh Avenue Office 50.0% 9,851 16,568 33,136 07/23 L+165 3.28%
61 Ninth Avenue Office/Retail 45.1% 3,700 75,543 167,500 01/26 L+135 2.22%
Other Office/Retail Various 4,099 17,465 50,150 Various Various Various
Other equity method investments:
Independence Plaza Residential/Retail 50.1% 65,385 338,175 675,000 07/25 N/A 4.25%
Rosslyn Plaza Office/Residential 43.7% to 50.4% 31,925 19,465 38,613 06/22 L+195 3.53%
Other Various Various 46,975 91,591 576,200 Various Various Various
$ 3,970,791 $ 2,380,730 $ 6,042,747
7 West 34th Street Office/Retail 53.0% (53,951 ) ^(4)^ 159,000 300,000 06/26 N/A 3.65%
85 Tenth Avenue Office/Retail 49.9% (7,366 ) ^(4)^ 311,875 625,000 12/26 N/A 4.55%
$ (61,317 ) $ 470,875 $ 925,000

________________________________

(1) Represents the contractual debt obligations. All amounts are non-recourse to us except the $300,000 mortgage loan on 7 West 34th Street and the $500,000 mortgage loan on 640 Fifth Avenue, included in Fifth Avenue and Times Square JV.
(2) Represents the extended maturity for certain loans in which we have the unilateral right to extend.
--- ---
(3) Net of our $16,200 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.
--- ---
(4) Our negative basis results from distributions in excess of our investment.
--- ---
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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Percentage<br> Ownership at<br> March 31, 2020 Our Share of <br>Net Income (Loss) for the <br>Three Months Ended March 31, Our Share of NOI<br>(non-GAAP) for the<br>Three Months Ended March 31,
2020 2019 2020 2019
Joint Venture Name
New York:
Fifth Avenue and Times Square JV^(1)^:
Equity in net income 51.5% $ 5,496 $ $ 33,214 $
Return on preferred equity, net of our share of the expense 9,166
14,662 33,214
One Park Avenue 55.0% 1,852 1,657 4,976 5,293
Alexander's 32.4% 1,416 5,717 10,492 11,322
7 West 34th Street 53.0% 1,023 1,027 3,553 3,526
85 Tenth Avenue 49.9% (990 ) (179 ) 4,813 5,147
280 Park Avenue 50.0% (827 ) (1,838 ) 8,756 9,548
61 Ninth Avenue 45.1% 800 122 1,969 1,013
650 Madison Avenue 20.1% (372 ) (1,154 ) 2,834 2,458
West 57th Street properties 50.0% (235 ) (100 ) 89 258
Independence Plaza 50.1% 165 114 5,739 6,899
512 West 22nd Street 55.0% 62 (42 ) 985 726
330 Madison Avenue^(2)^ N/A 581 2,639
Other, net Various (252 ) (500 ) 988 746
17,304 5,405 78,408 49,575
Other:
Alexander's corporate fee income 32.4% 1,260 1,057 670 476
Rosslyn Plaza 43.7% to 50.4% 164 134 1,284 1,336
UE^(3)^ N/A 773 4,902
PREIT^(4)^ N/A 51 9,824
Other, net Various 375 (100 ) 1,519 1,289
1,799 1,915 3,473 17,827
Total $ 19,103 $ 7,320 $ 81,881 $ 67,402

________________________________

(1) Entered into on April 18, 2019.
(2) Sold on July 11, 2019.
--- ---
(3) Sold on March 4, 2019.
--- ---
(4) On March 12, 2019, we converted all of our PREIT operating partnership units into common shares and began accounting for our investment as a marketable security and on January 23, 2020, we sold all of our common shares.
--- ---
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PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF MARCH 31, 2020 (unaudited)
(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Projected Incremental Cash Yield
Active Penn District Projects Segment Budget^(1)^ Amount<br>Expended Remainder to be Expended Stabilization Year
Farley (95% interest) New York 844,000 1,030,000 ^(2)^ 650,506 379,494 2022 7.4%
PENN2 - as expanded^(3)^ New York 1,795,000 750,000 52,911 697,089 2024 8.4%
PENN1^(4)^ New York 2,546,000 325,000 95,919 229,081 N/A 13.5%^(4)(5)^
Districtwide Improvements New York N/A 100,000 7,360 92,640 N/A N/A
Total Active Penn District Projects 2,205,000 806,696 1,398,304 ^(6)^ 8.3%

________________________________

(1) Excluding debt and equity carry.
(2) Net of anticipated historic tax credits.
--- ---
(3) PENN2 (including signage) estimated impact on cash basis NOI and FFO of square feet taken out of service:
--- ---
2020 2021 2022
--- --- --- --- --- ---
Square feet out of service at end of year 1,140,000 1,190,000 1,200,000
Year-over-year reduction in Cash Basis NOI^(i)^ (25,000 ) (14,000 )
Year-over-year reduction in FFO^(ii)^ (19,000 )

________________________________

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

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

(4) Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.5% projected return is before the ground rent reset in 2023, which may be material.

(5) Achieved as existing leases roll; average remaining lease term 4.9 years.

(6) Expected to be funded from 220 CPS net sales proceeds and existing cash.

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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OTHER DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF MARCH 31, 2020 (unaudited)
(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Stabilization Year
Other Active Projects Segment Budget Amount<br>Expended Remainder to be Expended
220 CPS - residential condominiums Other 397,000 1,450,000 1,395,000 ^(1)^ 55,000 N/A
345 Montgomery Street (555 California Street) (70% interest) Other 78,000 46,000 36,526 9,474 2021
825 Seventh Avenue - office (50% interest) New York 165,000 15,000 11,955 3,045 2021
Total Other Projects 1,511,000 1,443,481 67,519
Future Opportunities Segment Property<br>Zoning<br>Sq. Ft.
Penn District - multiple opportunities - office/residential/retail New York
Hotel Pennsylvania New York 2,052,000
260 Eleventh Avenue - office^(2)^ New York 280,000
Undeveloped Land
29, 31, 33 West 57th Street (50% interest) New York 150,000
484, 486 Eighth Avenue and 265, 267 West 34th Street New York 125,000
527 West Kinzie, Chicago Other 330,000
Rego Park III (32.4% interest) New York
Total undeveloped land 605,000

____________________

(1) Excludes land and acquisition costs of 515,426.
(2) The building is subject to a ground lease which expires in 2114.
--- ---

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

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
CONSOLIDATED
(Amounts in thousands)
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 20,743 $ 93,226 $ 92,386
Tenant improvements 20,223 98,261 100,191
Leasing commissions 11,137 18,229 33,254
Recurring tenant improvements, leasing commissions and other capital expenditures 52,103 209,716 225,831
Non-recurring capital expenditures 6,753 30,374 43,135
Total capital expenditures and leasing commissions $ 58,856 $ 240,090 $ 268,966
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for development and redevelopment expenditures:
Farley Office and Retail Building $ 69,540 $ 265,455 $ 18,995 ^(1)^
220 CPS 29,331 181,177 295,827
PENN1 28,024 51,168 8,856
PENN2 20,507 28,719 16,288
345 Montgomery Street 6,798 29,441 18,187
Other 15,645 93,096 60,033
$ 169,845 $ 649,056 $ 418,186

________________________________

(1) Includes amounts paid for development from October 30, 2018, the date of consolidation of the Farley Office and Retail Building.
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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
NEW YORK SEGMENT
(Amounts in thousands)
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 18,012 $ 80,416 $ 70,954
Tenant improvements 17,316 84,870 76,187
Leasing commissions 7,237 16,316 29,435
Recurring tenant improvements, leasing commissions and other capital expenditures 42,565 181,602 176,576
Non-recurring capital expenditures 6,748 28,269 31,381
Total capital expenditures and leasing commissions $ 49,313 $ 209,871 $ 207,957
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for development and redevelopment expenditures:
Farley Office and Retail Building $ 69,540 $ 265,455 $ 18,995 ^(1)^
PENN1 28,024 51,168 8,856
PENN2 20,507 28,719 16,288
Other 14,721 86,593 44,976
$ 132,792 $ 431,935 $ 89,115

________________________________

(1) Includes amounts paid for development from October 30, 2018, the date of consolidation of the Farley Office and Retail Building.
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CAPITAL EXPENDITURES,TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
theMART
(Amounts in thousands)
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 1,923 $ 9,566 $ 13,282
Tenant improvements 776 9,244 15,106
Leasing commissions 3,153 827 459
Recurring tenant improvements, leasing commissions and other capital expenditures 5,852 19,637 28,847
Non-recurring capital expenditures 5 332 260
Total capital expenditures and leasing commissions $ 5,857 $ 19,969 $ 29,107
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for development and redevelopment expenditures:
Common area enhancements $ 439 $ 476 $ 51
Other 137 1,846 10,739
$ 576 $ 2,322 $ 10,790
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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
555 CALIFORNIA STREET
(Amounts in thousands)
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 808 $ 3,244 $ 8,150
Tenant improvements 2,131 4,147 8,898
Leasing commissions 747 1,086 3,360
Recurring tenant improvements, leasing commissions and other capital expenditures 3,686 8,477 20,408
Non-recurring capital expenditures 1,773 11,494
Total capital expenditures and leasing commissions $ 3,686 $ 10,250 $ 31,902
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for development and redevelopment expenditures:
345 Montgomery Street $ 6,798 $ 29,441 $ 18,187
Other 3,896 445
$ 6,798 $ 33,337 $ 18,632
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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
OTHER
(Amounts in thousands)
Three Months Ended Year Ended December 31,
March 31, 2020 2019 2018
Amounts paid for development and redevelopment expenditures:
220 CPS $ 29,331 $ 181,177 $ 295,827
Other 348 285 3,822
$ 29,679 $ 181,462 $ 299,649
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SQUARE FOOTAGE (unaudited)
(Square feet in thousands)
At Vornado's Share
At<br><br>100% Under Development In Service
Total Office Retail Showroom Other
Segment:
New York:
Office 20,667 17,603 1,475 15,945 183
Retail 2,713 2,242 412 1,830
Residential - 1,678 units 1,526 793 793
Alexander's (32.4% interest), including 312 residential units 2,449 793 70 290 350 83
Hotel Pennsylvania 1,400 1,400 1,400
28,755 22,831 1,957 16,235 2,180 183 2,276
Other:
theMART 3,900 3,891 75 2,045 105 1,317 349
555 California Street (70% interest) 1,819 1,273 55 1,185 33
Other 2,837 1,338 140 212 875 111
8,556 6,502 270 3,442 1,013 1,317 460
Total square feet at March 31, 2020 37,311 29,333 2,227 19,677 3,193 1,500 2,736
Total square feet at December 31, 2019 37,310 29,332 2,146 19,744 3,205 1,501 2,736
Parking Garages (not included above): Square Feet Number of<br><br>Garages Number of<br><br>Spaces
New York 1,669 10 4,875
theMART 558 4 1,637
555 California Street 168 1 453
Rosslyn Plaza 411 4 1,094
Total at March 31, 2020 2,806 19 8,059
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TOP 30 TENANTS (unaudited)
(Amounts in thousands, except square feet)
Tenants Square<br><br>Footage<br><br>At Share^(1)^ Annualized<br><br>Revenues<br><br>At Share<br><br>(non-GAAP)^(1)^ % of Annualized<br><br>Revenues<br><br>At Share<br><br>(non-GAAP)^(2)^
--- --- --- --- --- ---
Facebook 757,653 $ 77,530 3.6 %
IPG and affiliates 967,552 65,520 3.0 %
Bloomberg L.P. 303,147 39,026 1.8 %
Google/Motorola Mobility (guaranteed by Google) 728,483 36,031 1.7 %
Equitable 336,646 34,964 1.6 %
Verizon Media Group 327,138 31,920 1.5 %
Swatch Group USA^(3)^ 14,950 29,697 1.4 %
Amazon (including its Whole Foods subsidiary) 310,272 28,855 1.3 %
LVMH Brands 77,585 26,623 1.2 %
The City of New York 563,545 25,233 1.2 %
Neuberger Berman Group LLC 306,611 24,843 1.1 %
AMC Networks, Inc. 326,061 23,609 1.1 %
Madison Square Garden & Affiliates 348,740 22,881 1.1 %
JCPenney 426,370 22,707 1.0 %
Bank of America 247,460 22,675 1.0 %
Macy's 366,876 21,880 1.0 %
New York University 347,948 20,624 1.0 %
PwC 241,196 17,731 0.8 %
Victoria's Secret (guaranteed by L Brands, Inc.)^(3)^ 33,164 17,675 0.8 %
Ziff Brothers Investments, Inc. 147,476 16,049 0.7 %
U.S. Government 578,711 14,477 0.7 %
Apple 220,229 13,214 0.6 %
Fast Retailing (Uniqlo)^(3)^ 47,181 13,179 0.6 %
Cushman & Wakefield 127,314 12,878 0.6 %
Citadel 119,421 11,942 0.6 %
New York & Company, Inc. 193,140 11,074 0.5 %
Hollister^(3)^ 11,306 11,065 0.5 %
Foot Locker 149,987 10,719 0.5 %
Forest Laboratories 168,673 10,638 0.5 %
Kirkland & Ellis LLP 106,752 10,527 0.5 %
33.5 %

________________________________

(1) Includes leases not yet commenced.
(2) See reconciliation of our annualized revenue at share on page xii in the Appendix.
--- ---
(3) Tenant annualized revenues adjusted to reflect the transfer of the 45.4% interest in Fifth Avenue and Times Square JV.
--- ---
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OCCUPANCY (unaudited)
New York theMART 555 California Street
Occupancy rate at:
March 31, 2020 96.7 % 91.9 % 99.8 %
December 31, 2019 96.7 % 94.6 % 99.8 %
March 31, 2019 97.0 % 94.9 % 99.4 %
RESIDENTIAL STATISTICS in service (unaudited)
--- --- --- --- ---
Vornado's Ownership Interest
Number of Units Number of Units Occupancy Rate Average Monthly<br><br>Rent Per Unit
New York:
March 31, 2020 1,990 954 96.1% $3,919
December 31, 2019 1,991 955 97.0% $3,889
March 31, 2019 1,995 959 96.7% $3,821
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GROUND LEASES (unaudited)
(Amounts in thousands, except square feet)
Property Current Annual<br><br>Rent at Share Next Option Renewal Date Fully Extended<br><br>Lease Expiration Rent Increases and Other Information
Consolidated:
New York:
Farley (95.0% interest) $ 4,750 None 2116 None
260 Eleventh Avenue 4,191 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.
PENN1:
Land 2,500 2023 2098 Three 25-year renewal options at fair market value ("FMV").
Long Island Railroad Concourse 3,892 2023 2098 Three 25-year renewal options. Rent increases at a rate based on the increase in gross income reduced by the increase in real estate taxes and operating expenses. The next rent increase occurs in 2028 and every ten years thereafter.
888 Seventh Avenue 3,350 2028 2067 Two 20-year renewal options at FMV.
Piers 92 & 94 2,000 2060 2110 Five 10-year renewal options. FMV resets upon exercise of first and fourth renewal options. Fixed rent increases every 5 years through initial term.
330 West 34th Street -<br><br>65.2% ground leased 1,906 2021 2149 Three 30-year and one 39-year renewal option at FMV.
909 Third Avenue 1,600 2041 2063 One 22-year renewal option at current annual rent.
962 Third Avenue (the Annex building to 150 East 58th Street) - 50.0% ground leased 666 None 2118 Rent resets every ten years to FMV.
Other:
Wayne Town Center 4,466 2035 2064 Two 10-year renewal options and one 9-year renewal option. Rent increases annually by the greater of CPI or 6%.
Annapolis 328 None 2042 Fixed rent increases to $650 per annum in 2022 and to $750 per annum in 2032.
Unconsolidated:
61 Ninth Avenue<br><br>(45.1% interest) 3,240 None 2115 Rent increases in April 2021 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.
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NEW YORK SEGMENT
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
NEW YORK:
Penn District:
PENN1
(ground leased through 2098)** Cisco, WSP USA, Symantec Corporation,
-Office 100.0 % 90.5 % $ 69.71 2,274,000 2,105,000 169,000 United Healthcare Services, Inc., Siemens Mobility
-Retail 100.0 % 86.0 % 282.26 272,000 102,000 170,000 Bank of America, Shake Shack, Starbucks
100.0 % 90.4 % 77.24 2,546,000 2,207,000 339,000 $
PENN2
-Office 100.0 % 100.0 % 64.10 1,572,000 1,127,000 445,000 Madison Square Garden, EMC
-Retail 100.0 % 100.0 % 218.67 43,000 38,000 5,000 Chase Manhattan Bank
100.0 % 100.0 % 69.21 1,615,000 1,165,000 450,000 575,000 ^(3)^
PENN11
Madison Square Garden, AMC Networks, Inc., Information Builders, Inc.*,
-Office 100.0 % 100.0 % 64.12 1,113,000 1,113,000 Apple*, Macy's
-Retail 100.0 % 95.2 % 138.43 40,000 40,000 PNC Bank National Association, Starbucks
100.0 % 99.8 % 66.58 1,153,000 1,153,000 450,000
100 West 33rd Street
-Office 100.0 % 100.0 % 68.06 859,000 859,000 398,402 IPG and affiliates
Manhattan Mall
-Retail 100.0 % 96.7 % 130.90 256,000 256,000 181,598 JCPenney, Aeropostale, Express, Starbucks
330 West 34th Street
(65.2% ground leased through 2149)** New York & Company, Inc., Structure Tone,
-Office 100.0 % 100.0 % 66.14 703,000 703,000 Deutsch, Inc., Web.com, Footlocker, Home Advisor, Inc.
-Retail 100.0 % 34.5 % 145.61 21,000 21,000 Starbucks
100.0 % 98.6 % 66.71 724,000 724,000 50,150 ^(4)^
435 Seventh Avenue
-Retail 100.0 % 100.0 % 70.43 43,000 43,000 95,696 Forever 21
7 West 34th Street
-Office 53.0 % 100.0 % 71.02 458,000 458,000 Amazon
-Retail 53.0 % 89.3 % 368.01 19,000 19,000 Amazon, Lindt, Naturalizer (guaranteed by Caleres)
53.0 % 99.6 % 81.88 477,000 477,000 300,000
431 Seventh Avenue
-Retail 100.0 % 100.0 % 283.80 10,000 10,000
488 Eighth Avenue
-Retail 100.0 % 6,000 6,000
138-142 West 32nd Street
-Retail 100.0 % 100.0 % 114.69 8,000 8,000
150 West 34th Street
-Retail 100.0 % 100.0 % 112.53 78,000 78,000 205,000 Old Navy
  • 34 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
NEW YORK (Continued):
Penn District (Continued):
137 West 33rd Street
-Retail 100.0 % 100.0 % $ 101.14 3,000 3,000 $
131-135 West 33rd Street
-Retail 100.0 % 100.0 % 55.08 23,000 23,000
Other (3 buildings)
-Retail 100.0 % 84.8 % 187.14 16,000 16,000
Total Penn District 7,817,000 7,022,000 795,000 2,255,846
Midtown East:
909 Third Avenue
(ground leased through 2063)** IPG and affiliates, Forest Laboratories,
-Office 100.0 % 98.6 % 65.23 ^(5)^ 1,350,000 1,350,000 350,000 Geller & Company, Morrison Cohen LLP,
United States Post Office, Thomson Reuters LLC, Sard Verbinnen
150 East 58th Street^(6)^
-Office 100.0 % 97.1 % 78.91 540,000 540,000 Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail 100.0 % 13.1 % 17.86 3,000 3,000
100.0 % 96.7 % 78.87 543,000 543,000
715 Lexington Avenue
-Retail 100.0 % 100.0 % 255.98 22,000 10,000 12,000 Orangetheory Fitness*, Casper, Santander Bank
966 Third Avenue
-Retail 100.0 % 100.0 % 107.94 7,000 7,000 McDonald's
968 Third Avenue
-Retail 50.0 % 100.0 % 165.23 7,000 7,000 Wells Fargo
Total Midtown East 1,929,000 1,917,000 12,000 350,000
Midtown West:
888 Seventh Avenue
(ground leased through 2067)** Axon Capital LP, Lone Star US Acquisitions LLC,
-Office 100.0 % 93.6 % 92.72 870,000 870,000 Vornado Executive Headquarters, United Talent Agency
-Retail 100.0 % 100.0 % 310.75 15,000 15,000 Redeye Grill L.P.
100.0 % 93.6 % 94.80 885,000 885,000 375,000
57th Street - 2 buildings
-Office 50.0 % 64.0 % 57.87 81,000 81,000
-Retail 50.0 % 100.0 % 140.71 22,000 22,000
50.0 % 70.0 % 129.37 103,000 103,000 20,000
Total Midtown West 988,000 988,000 395,000
  • 35 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
NEW YORK (Continued):
Park Avenue:
280 Park Avenue Cohen & Steers Inc., Franklin Templeton Co. LLC,
-Office 50.0 % 97.4 % $ 104.18 1,234,000 1,234,000 PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail 50.0 % 100.0 % 79.14 28,000 28,000 Scottrade Inc., Starbucks, Fasano Restaurant
50.0 % 97.4 % 103.61 1,262,000 1,262,000 $ 1,200,000
350 Park Avenue Kissinger Associates Inc., Ziff Brothers Investment Inc., Citadel*,
-Office 100.0 % 97.2 % 108.65 554,000 554,000 MFA Financial Inc., M&T Bank, Square Mile Capital Management*
-Retail 100.0 % 100.0 % 278.06 18,000 18,000 Fidelity Investments, AT&T Wireless, Valley National Bank
100.0 % 97.3 % 113.99 572,000 572,000 400,000
Total Park Avenue 1,834,000 1,834,000 1,600,000
Grand Central:
90 Park Avenue Alston & Bird, Capital One, PwC, MassMutual,
-Office 100.0 % 99.3 % 78.99 938,000 938,000 Factset Research Systems Inc., Foley & Lardner
-Retail 100.0 % 72.8 % 154.98 18,000 18,000 Citibank, Starbucks
100.0 % 98.8 % 80.01 956,000 956,000
510 Fifth Avenue
-Retail 100.0 % 100.0 % 161.00 66,000 66,000 The North Face, Elie Tahari
Total Grand Central 1,022,000 1,022,000
Madison/Fifth:
640 Fifth Avenue Fidelity Investments, Owl Creek Asset Management LP,
-Office 52.0 % 95.6 % 96.76 246,000 246,000 Avolon Aerospace, GCA Savvian Inc.
-Retail 52.0 % 100.0 % 939.34 69,000 69,000 Victoria's Secret (guaranteed by L Brands, Inc.), Dyson
52.0 % 96.2 % 229.68 315,000 315,000 500,000
666 Fifth Avenue
-Retail 52.0 % 100.0 % 491.03 114,000 ^(7)^ 114,000 Fast Retailing (Uniqlo), Hollister, Tissot
595 Madison Avenue Beauvais Carpets, Levin Capital Strategies LP,
-Office 100.0 % 88.1 % 87.00 297,000 297,000 Cosmetech Mably Int'l LLC.
-Retail 100.0 % 83.9 % 753.91 32,000 32,000 Fendi*, Berluti*
100.0 % 87.9 % 127.90 329,000 329,000
650 Madison Avenue Memorial Sloan Kettering Cancer Center, Sotheby's International Realty, Inc.,
-Office 20.1 % 97.9 % 115.42 564,000 564,000 Polo Ralph Lauren, Willett Advisors LLC (Bloomberg Philanthropies)
-Retail 20.1 % 100.0 % 988.39 37,000 37,000 Moncler USA Inc., Tod's, Celine, Domenico Vacca, Balmain*
20.1 % 98.0 % 150.46 601,000 601,000 800,000
689 Fifth Avenue
-Office 52.0 % 100.0 % 95.56 81,000 81,000 Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail 52.0 % 9.3 % 3,612.89 17,000 17,000 MAC Cosmetics
52.0 % 85.3 % 157.87 98,000 98,000
655 Fifth Avenue
-Retail 50.0 % 100.0 % 272.40 57,000 57,000 Ferragamo
697-703 Fifth Avenue
-Retail 44.8 % 100.0 % 3,040.13 26,000 26,000 450,000 Swatch Group USA, Harry Winston
Total Madison/Fifth 1,540,000 1,540,000 1,750,000
  • 36 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
NEW YORK (Continued):
Midtown South:
770 Broadway
-Office 100.0 % 100.0 % $ 100.00 1,077,000 1,077,000 Facebook, Verizon Media Group
-Retail 100.0 % 92.0 % 67.50 105,000 105,000 Bank of America N.A., Kmart Corporation
100.0 % 99.3 % 97.50 1,182,000 1,182,000 $ 700,000
One Park Avenue New York University, Clarins USA Inc.,
BMG Rights Management, Robert A.M. Stern Architect,
-Office 55.0 % 100.0 % 59.95 865,000 865,000 automotiveMastermind
-Retail 55.0 % 100.0 % 85.53 78,000 78,000 Bank of Baroda, Citibank, Equinox, Men's Wearhouse
55.0 % 100.0 % 62.03 943,000 943,000 300,000
4 Union Square South
-Retail 100.0 % 94.5 % 133.76 206,000 206,000 120,000 Burlington, Whole Foods Market, DSW, Sephora*
692 Broadway
-Retail 100.0 % 100.0 % 96.98 36,000 36,000 Equinox, Verizon Media Group
Total Midtown South 2,367,000 2,367,000 1,120,000
Rockefeller Center:
1290 Avenue of the Americas Equitable, Hachette Book Group Inc., Venable LLP,
Bryan Cave LLP, Neuberger Berman Group LLC, SSB Realty LLC,
-Office 70.0 % 99.7 % 86.58 2,043,000 2,043,000 Cushman & Wakefield, Columbia University, LinkLaters*
-Retail 70.0 % 100.0 % 194.57 75,000 75,000 Duane Reade, JPMorgan Chase Bank, Sovereign Bank, Starbucks
70.0 % 99.7 % 89.49 2,118,000 2,118,000 950,000
608 Fifth Avenue ^(8)^
(ground leased through 2033)**
-Office 100.0 % 91.0 % 76.71 93,000 93,000
-Retail 100.0 % 44,000 44,000
100.0 % 91.0 % 76.71 137,000 93,000 44,000
Total Rockefeller Center 2,255,000 2,211,000 44,000 950,000
Wall Street/Downtown:
40 Fulton Street
-Office 100.0 % 76.0 % 52.22 246,000 246,000 Market News International Inc., Fortune Media Group
-Retail 100.0 % 100.0 % 118.72 5,000 5,000 TD Bank
100.0 % 76.4 % 53.85 251,000 251,000
Soho:
478-486 Broadway - 2 buildings
-Retail 100.0 % 100.0 % 353.39 65,000 15,000 50,000 Madewell, J. Crew
-Residential (10 units) 100.0 % 100.0 % 20,000 20,000
100.0 % 85,000 35,000 50,000
  • 37 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
NEW YORK (Continued):
Soho (Continued):
606 Broadway (19 East Houston Street)
-Office 50.0 % 100.0 % $ 114.99 30,000 30,000 WeWork
-Retail 50.0 % 100.0 % 607.86 6,000 6,000 HSBC, Harman International*
50.0 % 100.0 % 179.82 36,000 36,000 $ 70,866
443 Broadway
-Retail 100.0 % 100.0 % 104.12 16,000 16,000 Necessary Clothing
304 Canal Street
-Retail 100.0 % 4,000 4,000
-Residential (4 units) 100.0 % 100.0 % 9,000 9,000
100.0 % 13,000 13,000
334 Canal Street
-Retail 100.0 % 4,000 4,000
-Residential (4 units) 100.0 % 100.0 % 11,000 11,000
100.0 % 15,000 15,000
155 Spring Street
-Retail 100.0 % 97.3 % 122.59 50,000 50,000 Vera Bradley
148 Spring Street
-Retail 100.0 % 100.0 % 196.48 8,000 8,000 Dr. Martens
150 Spring Street
-Retail 100.0 % 100.0 % 304.81 6,000 6,000 Sandro
-Residential (1 unit) 100.0 % 100.0 % 1,000 1,000
100.0 % 7,000 7,000
Total Soho 230,000 180,000 50,000 70,866
Times Square:
1540 Broadway Forever 21, Planet Hollywood, Disney, Sunglass Hut,
-Retail 52.0 % 100.0 % 223.81 161,000 161,000 MAC Cosmetics, U.S. Polo
1535 Broadway
-Retail 52.0 % 95.3 % 1,074.51 45,000 45,000 T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre 52.0 % 100.0 % 14.25 62,000 62,000 Nederlander-Marquis Theatre
52.0 % 98.3 % 400.73 107,000 107,000
Total Times Square 268,000 268,000
Upper East Side:
828-850 Madison Avenue
-Retail 100.0 % 89.3 % 238.88 18,000 13,000 5,000 Christofle Silver Inc.
677-679 Madison Avenue
-Retail 100.0 % 100.0 % 534.70 8,000 8,000 Berluti
-Residential (8 units) 100.0 % 75.0 % 5,000 5,000
100.0 % 13,000 13,000
1131 Third Avenue
-Retail 100.0 % 100.0 % 178.06 23,000 23,000 Nike, Crunch LLC, J.Jill
  • 38 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
NEW YORK (Continued):
Upper East Side (Continued):
759-771 Madison Avenue (40 East 66th)
-Retail 100.0 % 42.8 % $ 1,488.25 14,000 14,000 John Varvatos
-Residential (5 units) 100.0 % 100.0 % 12,000 12,000
100.0 % 26,000 26,000 $
Total Upper East Side 80,000 75,000 5,000
Long Island City:
33-00 Northern Boulevard (Center Building)
-Office 100.0 % 95.5 % 36.44 471,000 471,000 100,000 The City of New York, NYC Transit Authority
Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office 100.0 % 100.0 % 53.66 184,000 184,000 The City of New York
85 Tenth Avenue Google, General Services Administration,
Telehouse International Corp., L-3 Communications,
-Office 49.9 % 100.0 % 90.49 584,000 584,000 Moet Hennessy USA. Inc.
-Retail 49.9 % 100.0 % 86.78 43,000 43,000 IL Posto LLC, Toro NYC Restaurant, L'Atelier
49.9 % 100.0 % 90.26 627,000 627,000 625,000
537 West 26th Street
-Other (event space) 100 % 14,000 14,000
61 Ninth Avenue
(ground leased through 2115)**
-Office 45.1 % 100.0 % 117.93 143,000 143,000 Aetna Life Insurance Company
-Retail 45.1 % 100.0 % 316.08 23,000 23,000 Starbucks
45.1 % 100.0 % 133.33 166,000 166,000 167,500
512 West 22nd Street
-Office 55.0 % 100.0 % 101.00 173,000 20,000 153,000 111,604 Warner Media, Next Jump*, Galeria Nara Roesler*
Total Chelsea/Meatpacking District 1,164,000 1,011,000 153,000 904,104
Upper West Side:
50-70 W 93rd Street
-Residential (325 units) 49.9 % 96.0 % 283,000 283,000 82,500
Tribeca:
Independence Plaza
-Residential (1,327 units) 50.1 % 96.1 % 1,185,000 1,185,000
-Retail 50.1 % 100.0 % 60.52 72,000 56,000 16,000 Duane Reade
50.1 % 1,257,000 1,241,000 16,000 675,000
339 Greenwich Street
-Retail 100.0 % 100.0 % 112.64 8,000 8,000 Sarabeth's
Total Tribeca 1,265,000 1,249,000 16,000 675,000
New Jersey:
Paramus
-Office 100.0 % 87.2 % 24.49 129,000 129,000 Vornado's Administrative Headquarters
  • 39 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br>(non-GAAP)<br>(in thousands)^(2)^ Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Properties under Development:
Farley Office and Retail Building<br><br>(ground and building leased through 2116)**
-Office 95.0 % $ 730,000 730,000
-Retail 95.0 % 114,000 114,000
95.0 % 844,000 844,000 $
825 Seventh Avenue
-Office 50.0 % 165,000 165,000
-Retail 100.0 % 4,000 4,000
51.2 % 169,000 169,000 33,136
Total Property under Development 1,013,000 1,013,000 33,136
Properties to be Developed:
57th Street (3 properties)
-Land 50.0 %
Eighth Avenue and 34th Street (4 properties)
-Land 100.0 %
New York Office:
Total 97.1 % $ 79.08 20,667,000 19,005,000 1,662,000 $ 8,405,792
Vornado's Ownership Interest 96.9 % $ 76.68 17,603,000 16,128,000 1,475,000 $ 5,851,184
New York Retail:
Total 95.5 % $ 248.18 2,713,000 2,287,000 426,000 $ 1,123,160
Vornado's Ownership Interest 94.9 % $ 211.50 2,242,000 1,830,000 412,000 $ 839,263
New York Residential:
Total 96.0 % 1,526,000 1,526,000 $ 757,500
Vornado's Ownership Interest 96.1 % 793,000 793,000 $ 379,342
  • 40 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
NEW YORK (Continued):
ALEXANDER'S, INC.:
New York:
731 Lexington Avenue, Manhattan
-Office 32.4 % 100.0 % $ 129.08 920,000 896,000 24,000 $ 500,000 Bloomberg
-Retail 32.4 % 93.4 % 276.84 155,000 155,000 350,000 The Home Depot, The Container Store, Hutong
32.4 % 99.0 % 147.34 1,075,000 1,051,000 24,000 850,000
Rego Park I, Queens (4.8 acres) 32.4 % 100.0 % 53.18 343,000 148,000 195,000 Burlington, Bed Bath & Beyond, Marshalls, IKEA*
Rego Park II (adjacent to Rego Park I),
Queens (6.6 acres) 32.4 % 90.6 % 61.00 609,000 609,000 202,544 ^(9)^ Century 21, Costco, Kohl's, TJ Maxx
Flushing, Queens (1.0 acre ground leased through 2037)** 32.4 % 100.0 % 29.18 167,000 167,000 New World Mall LLC
The Alexander Apartment Tower,
Rego Park, Queens, NY
Residential (312 units) 32.4 % 95.8 % 255,000 255,000
New Jersey:
Paramus, New Jersey
(30.3 acres ground leased to IKEA through 2041)** 32.4 % 100.0 % 68,000 IKEA (ground lessee)
Property to be Developed:
Rego Park III (adjacent to Rego Park II),
Queens, NY (3.4 acres) 32.4 %
Total Alexander's 32.4 % 96.5 % 96.01 2,449,000 2,230,000 219,000 1,120,544
Hotel Pennsylvania:
-Hotel (1,700 Rooms) 100.0 % 1,400,000 1,400,000
Total New York 96.9 % $ 95.67 28,755,000 26,448,000 2,307,000 $ 11,406,996
Vornado's Ownership Interest 96.7 % $ 89.53 22,831,000 20,874,000 1,957,000 $ 7,432,845

________________________________

*    Lease not yet commenced.

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

(1) Weighted average annual rent per square foot and average occupancy percentage for office properties excludes garages and de minimis amounts of storage space. Weighted average annual rent per square foot for retail excludes non-selling space.
(2) Represents contractual debt obligations.
--- ---
(3) Secured amount outstanding on revolving credit facilities.
--- ---
(4) Amount represents debt on land which is owned 34.8% by Vornado.
--- ---
(5) Excludes US Post Office lease for which the annual escalated rent is $13.51 PSF.
--- ---
(6) Includes 962 Third Avenue (the Annex building to 150 East 58th Street) 50.0% ground leased through 2118**.
--- ---
(7) 75,000 square feet is leased from 666 Fifth Avenue Office Condominium.
--- ---
(8) In August 2019, we delivered notice to the ground lessor that we will surrender the property in May 2020.
--- ---
(9) Net of $50,000 of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.
--- ---
  • 41 -

vornadologoa19.jpg

OTHER
PROPERTY TABLE
%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
theMART:
theMART, Chicago Motorola Mobility (guaranteed by Google),
CCC Information Services, Publicis Groupe (Razorfish),
1871, ANGI Home Services, Inc, Yelp Inc., Paypal, Inc.,
Allscripts Healthcare, Kellogg Company,
Chicago School of Professional Psychology,
Innovation Development Institute, Inc., Chicago Teachers Union,
-Office 100.0 % 89.4 % $ 44.34 2,045,000 2,045,000 ConAgra Foods Inc., Allstate Insurance Company
Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
-Showroom/Trade show 100.0 % 95.0 % 54.28 1,533,000 1,533,000 Allsteel Inc., Teknion LLC
-Retail 100.0 % 95.8 % 56.55 95,000 95,000
100.0 % 91.9 % 48.94 3,673,000 3,673,000 $ 675,000
Other (2 properties) 50.0 % 100.0 % 45.57 19,000 19,000 31,287
Total theMART, Chicago 3,692,000 3,692,000 706,287
Piers 92 and 94 (New York) (ground and building leased through 2110)** 100.0 % 208,000 133,000 75,000
Total theMART 92.0 % $ 48.92 3,900,000 3,825,000 75,000 $ 706,287
Vornado's Ownership Interest 91.9 % $ 48.93 3,891,000 3,816,000 75,000 $ 690,644
555 California Street:
555 California Street 70.0 % 99.7 % $ 82.69 1,506,000 1,506,000 $ 546,214 Bank of America, N.A., Dodge & Cox, Goldman Sachs & Co.,
Jones Day, Kirkland & Ellis LLP, Morgan Stanley & Co. Inc.,
McKinsey & Company Inc., UBS Financial Services,
KKR Financial, Microsoft Corporation,
Fenwick & West LLP, Sidley Austin
315 Montgomery Street 70.0 % 100.0 % 83.53 235,000 235,000 Bank of America, N.A., Regus, Ripple Labs Inc., Blue Shield,<br><br>Lending Home Corporation
345 Montgomery Street 70.0 % 78,000 78,000 Regus*
Total 555 California Street 99.8 % $ 82.81 1,819,000 1,741,000 78,000 $ 546,214
Vornado's Ownership Interest 99.8 % $ 82.81 1,273,000 1,218,000 55,000 $ 382,349

________________________________

*    Lease not yet commenced.

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

(1) Weighted average annual rent per square foot excludes ground rent, storage rent and garages.
(2) Represents the contractual debt obligations.
--- ---
  • 42 -

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REAL ESTATE FUND
PROPERTY TABLE
Fund<br><br>%<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(2)^ Major Tenants
Property Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
VORNADO CAPITAL PARTNERS
REAL ESTATE FUND:
New York, NY:
Lucida, 86th Street and Lexington Avenue
(ground leased through 2082)** Barnes & Noble, Hennes & Mauritz,
-Retail 100.0 % 100.0 % $ 261.61 96,000 96,000 Sephora, Bank of America
-Residential (39 units) 100.0 % 92.3 % 59,000 59,000
100.0 % 97.1 % 155,000 155,000 $ 145,075
Crowne Plaza Times Square (0.64 acres owned in<br><br>fee; 0.18 acres ground leased through 2187 and<br><br>0.05 acres ground leased through 2035)**
-Hotel (795 Rooms)
-Retail 75.3 % 99.3 % 176.33 50,000 50,000 New York Sports Club, Krispy Kreme, BHT Broadway
-Office 75.3 % 100.0 % 51.04 196,000 196,000 American Management Association, Open Jar, Association for Computing Machinery
75.3 % 99.9 % 74.07 246,000 246,000 272,355
501 Broadway 100.0 % 100.0 % 291.66 9,000 9,000 22,872 Capital One Financial Corporation
Miami, FL:
1100 Lincoln Road
-Retail 100.0 % 61.9 % 181.74 51,000 51,000 Banana Republic
-Theatre 100.0 % 100.0 % 43.75 79,000 79,000 Regal Cinema
100.0 % 85.1 % 80.55 130,000 130,000 82,750
Total Real Estate Fund 88.8 % 95.3 % 540,000 540,000 $ 523,052
Vornado's Ownership Interest 28.6 % 96.4 % 155,000 155,000 $ 152,552

________________________________

*    Lease not yet commenced.

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

(1) Weighted average annual rent per square foot excludes ground rent, storage rent and garages.
(2) Represents the contractual debt obligations.
--- ---
  • 43 -

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OTHER
PROPERTY TABLE
Property %<br><br>Ownership %<br><br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF^(1)^ Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)^(3)^ Major Tenants
Total<br><br>Property In Service Under Development<br><br>or Not Available<br><br>for Lease
Owned by<br><br>Company Owned by<br><br>Tenant^(2)^
OTHER:
Virginia:
Rosslyn Plaza
-Office - 4 buildings 46.2 % 67.6 % $ 46.72 736,000 432,000 304,000 Corporate Executive Board, Nathan Associates, Inc.
-Residential - 2 buildings (197 units) 43.7 % 99.0 % 253,000 253,000
989,000 685,000 304,000 $ 38,613
Fashion Centre Mall 7.5 % 94.9 % 47.65 868,000 868,000 410,000 Macy's, Nordstrom
Washington Tower 7.5 % 75.0 % 54.20 170,000 170,000 40,000 The Rand Corporation
New Jersey:
Wayne Town Center, Wayne<br><br>(ground leased through 2064)** 100.0 % 100.0 % 33.46 682,000 239,000 443,000 JCPenney, Costco, Dick's Sporting Goods,
Nordstrom Rack, 24 Hour Fitness
Maryland:
Annapolis<br><br>(ground and building leased through 2042)** 100.0 % 100.0 % 8.99 128,000 128,000 The Home Depot
Total Other 90.1 % $ 40.80 2,837,000 2,090,000 443,000 304,000 $ 488,613
Vornado's Ownership Interest 93.4 % $ 33.20 1,338,000 755,000 443,000 140,000 $ 53,215

________________________________

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

(1) Weighted average annual rent per square foot excludes ground rent, storage rent, garages and residential.
(2) Owned by tenant on land leased from the company.
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(3) Represents the contractual debt obligations.
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INVESTOR INFORMATION
Executive Officers:
Steven Roth Chairman of the Board and Chief Executive Officer
David R. Greenbaum Vice Chairman
Michael J. Franco President
Joseph Macnow Executive Vice President - Chief Financial Officer and Chief Administrative Officer
Haim Chera Executive Vice President - Head of Retail
Barry S. Langer Executive Vice President - Development - Co-Head of Real Estate
Glen J. Weiss Executive Vice President - Office Leasing - Co-Head of Real Estate
RESEARCH COVERAGE - EQUITY
James Feldman/Elvis Rodriguez Richard Skidmore/Melissa Funk Nicholas Yulico/Joshua Burr
Bank of America/BofA Securities Goldman Sachs Scotia Capital (USA) Inc
646-855-5808/646-855-1589 801-741-5459/801-884-4127 212-225-6904/212-225-5415
John P. Kim/Frank Lee Daniel Ismail/Dylan Burzinski John W. Guinee/Aaron Wolf
BMO Capital Markets Green Street Advisors Stifel Nicolaus & Company
212-885-4115/415-591-2129 949-640-8780 443-224-1307/443-224-1206
Michael Bilerman/Emmanuel Korchman Anthony Paolone/Ray Zhong Michael Lewis/Alexei Siniakov
Citi JP Morgan SunTrust Robinson Humphrey
212-816-1383/212-816-1382 212-622-6682/212-622-5411 212-319-5659/212-590-0986
Derek Johnston/Tom Hennessy Vikram Malhotra/Adam J. Gabalski
Deutsche Bank Morgan Stanley
212-250-5683/212-250-4063 212-761-7064/212-761-8051
Steve Sakwa/Jason Green Alexander Goldfarb/Daniel Santos
Evercore ISI Piper Sandler
212-446-9462/212-446-9449 212-466-7937/212-466-7927
RESEARCH COVERAGE - DEBT
Andrew Molloy Jesse Rosenthal
Bank of America/Merrill Lynch CreditSights
646-855-6435 212-340-3816
Thierry Perrein Mark Streeter
Wells Fargo Securities JP Morgan
704-410-3262 212-834-5086
Research Coverage - Equity and Debt 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 depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. 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.

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NON-GAAP RECONCILIATIONSRECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended
March 31, December 31, <br>2019
2020 2019
Net income attributable to common shareholders $ 4,963 $ 181,488 $ 193,217
Per diluted share $ 0.03 $ 0.95 $ 1.01
Certain (income) expense items that impact net income attributable to common shareholders:
After-tax net gain on sale of 220 CPS condominium units $ (59,911 ) $ (130,954 ) $ (173,655 )
Our share of loss from real estate fund investments 56,158 2,904 26,600
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 7,261
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 15,649 2,438
Net gain from sale of UE common shares (sold on March 4, 2019) (62,395 )
Prepayment penalty in connection with redemption of 400 million 5.00% senior unsecured notes due January 2022 22,540
Mark-to-market increase in Lexington common shares (sold on March 1, 2019) (16,068 )
Other 7,896 1,152 (1,469 )
16,342 (167,172 ) (146,086 )
Noncontrolling interests' share of above adjustments (1,072 ) 10,498 9,250
Total of certain expense (income) items that impact net income attributable to common shareholders $ 15,270 $ (156,674 ) $ (136,836 )
Per diluted share (non-GAAP) $ 0.08 $ (0.82 ) $ (0.72 )
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 20,233 $ 24,814 $ 56,381
Per diluted share (non-GAAP) $ 0.11 $ 0.13 $ 0.29

All values are in US Dollars.

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended
March 31, December 31, <br>2019
2020 2019
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net income attributable to common shareholders (A) $ 4,963 $ 181,488 $ 193,217
Per diluted share $ 0.03 $ 0.95 $ 1.01
FFO adjustments:
Depreciation and amortization of real property $ 85,136 $ 108,483 $ 85,609
Net losses on sale of real estate 58
Real estate impairment losses 565
Net gain from sale of UE common shares (sold on March 4, 2019) (62,395 )
Decrease (increase) in fair value of marketable securities:
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) 4,938 15,649 2,438
Lexington (sold on March 1, 2019) (16,068 )
Other (42 )
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 40,423 24,990 37,389
Decrease (increase) in fair value of marketable securities 3,691 (12 ) 864
134,188 70,605 126,923
Noncontrolling interests' share of above adjustments (8,804 ) (4,424 ) (8,278 )
FFO adjustments, net (B) $ 125,384 $ 66,181 $ 118,645
FFO attributable to common shareholders (non-GAAP) (A+B) $ 130,347 $ 247,669 $ 311,862
Convertible preferred share dividends 13 15 14
FFO attributable to common shareholders plus assumed conversions (non-GAAP) 130,360 247,684 311,876
Add back of FFO allocated to noncontrolling interests of the Operating Partnership 8,459 16,013 20,153
FFO - OP Basis (non-GAAP) $ 138,819 $ 263,697 $ 332,029
FFO per diluted share (non-GAAP) $ 0.68 $ 1.30 $ 1.63
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NON-GAAP RECONCILIATIONSRECONCILIATION 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
March 31, December 31, <br>2019
2020 2019
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 130,360 $ 247,684 $ 311,876
Per diluted share (non-GAAP) $ 0.68 $ 1.30 $ 1.63
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 $ (59,911 ) $ (130,954 ) $ (173,655 )
Our share of loss from real estate fund investments 56,158 2,904 26,600
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 7,261
Prepayment penalty in connection with redemption of 400 million 5.00% senior unsecured notes due January 2022 22,540
Other 4,205 1,206 (3,187 )
7,713 (104,304 ) (150,242 )
Noncontrolling interests' share of above adjustments (506 ) 6,559 9,396
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net $ 7,207 $ (97,745 ) $ (140,846 )
Per diluted share (non-GAAP) $ 0.04 $ (0.51 ) $ (0.74 )
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 137,567 $ 149,939 $ 171,030
Per diluted share (non-GAAP) $ 0.72 $ 0.79 $ 0.89

All values are in US Dollars.

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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
March 31, December 31, <br>2019
2020 2019
FFO attributable to common shareholders plus assumed conversions (non-GAAP) (A) $ 130,360 $ 247,684 $ 311,876
Adjustments to arrive at FAD (non-GAAP):
Certain items that impact FAD 5,630 (105,477 ) (149,907 )
Recurring tenant improvements, leasing commissions and other capital expenditures (53,479 ) (41,121 ) (45,937 )
Stock-based compensation expense 25,765 31,654 5,863
Amortization of debt issuance costs 5,276 10,825 6,767
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 3,076 (5,181 ) (6,590 )
Personal property depreciation 1,825 1,513 1,986
Noncontrolling interests in the Operating Partnership's share of above adjustments 781 6,769 12,246
FAD adjustments, net^(1)^ (B) (11,126 ) (101,018 ) (175,572 )
FAD (non-GAAP) (A+B) $ 119,234 $ 146,666 $ 136,304
FAD payout ratio^(2)^ 106.5 % 85.7 % 93.0 %

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(1) Certain prior year adjustments have been restated in order to conform to the current period presentation which includes our share of partially owned entities.
(2) FAD payout ratios on a quarterly basis are not necessarily indicative of amounts for the full year due to fluctuation in timing of cash based expenditures, the commencement of new leases and the seasonality of our operations.
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET (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
--- --- --- --- --- --- --- --- --- ---
March 31, December 31, 2019
2020 2019
Net (loss) income $ (104,503 ) $ 213,044 $ 160,676
Depreciation and amortization expense 92,793 116,709 92,926
General and administrative expense 52,834 58,020 39,791
Transaction related costs and other 71 149 3,223
Income from partially owned entities (19,103 ) (7,320 ) (22,726 )
Loss from real estate fund investments 183,463 167 90,302
Interest and other investment loss (income), net 5,904 (5,045 ) (5,889 )
Interest and debt expense 58,842 102,463 59,683
Net gains on disposition of wholly owned and partially owned assets (68,589 ) (220,294 ) (203,835 )
Income tax expense 12,813 29,743 22,897
Loss (income) from discontinued operations 137 (55 )
NOI from partially owned entities 81,881 67,402 85,990
NOI attributable to noncontrolling interests in consolidated subsidiaries (15,493 ) (17,403 ) (17,417 )
NOI at share 280,913 337,772 305,566
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 3,076 (5,181 ) (6,590 )
NOI at share - cash basis $ 283,989 $ 332,591 $ 298,976
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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 March 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments^(1)^ NOI - cash basis
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
New York $ 355,615 $ 443,285 $ (183,031 ) $ (198,095 ) $ 172,584 $ 245,190 $ 5,423 $ (5,083 ) $ 178,007 $ 240,107
Other 88,917 91,383 (46,976 ) (48,800 ) 41,941 42,583 1,965 1,907 43,906 44,490
Consolidated total 444,532 534,668 (230,007 ) (246,895 ) 214,525 287,773 7,388 (3,176 ) 221,913 284,597
Noncontrolling interests' share in consolidated subsidiaries (26,909 ) (28,232 ) 11,416 10,829 (15,493 ) (17,403 ) 197 (60 ) (15,296 ) (17,463 )
Our share of partially owned entities 124,101 107,515 (42,220 ) (40,113 ) 81,881 67,402 (4,509 ) (1,945 ) 77,372 65,457
Vornado's share $ 541,724 $ 613,951 $ (260,811 ) $ (276,179 ) $ 280,913 $ 337,772 $ 3,076 $ (5,181 ) $ 283,989 $ 332,591
For the Three Months Ended December 31, 2019
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments^(1)^ NOI - cash basis
New York $ 377,626 $ (184,231 ) $ 193,395 $ (3,667 ) $ 189,728
Other 83,342 (39,744 ) 43,598 1,949 45,547
Consolidated total 460,968 (223,975 ) 236,993 (1,718 ) 235,275
Noncontrolling interests' share in consolidated subsidiaries (29,910 ) 12,493 (17,417 ) 605 (16,812 )
Our share of partially owned entities 131,036 (45,046 ) 85,990 (5,477 ) 80,513
Vornado's share $ 562,094 $ (256,528 ) $ 305,566 $ (6,590 ) $ 298,976

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(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 MARCH 31, 2020 COMPARED TO MARCH 31, 2019 (unaudited)
(Amounts in thousands)
Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020 $ 280,913 $ 242,559 $ 21,113 $ 15,231 $ 2,010
Less NOI at share from:
Acquisitions (369 ) (369 )
Development properties (14,266 ) (14,266 )
Other non-same store (income) expense, net (7,791 ) (5,520 ) (422 ) 161 (2,010 )
Same store NOI at share for the three months ended March 31, 2020 $ 258,487 $ 222,404 $ 20,691 $ 15,392 $
NOI at share for the three months ended March 31, 2019 $ 337,772 $ 283,358 $ 23,523 $ 14,501 $ 16,390
Less NOI at share from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (30,292 ) (30,292 )
Dispositions (3,399 ) (3,399 )
Development properties (20,593 ) (20,593 )
Other non-same store (income) expense, net (18,378 ) (2,405 ) 339 78 (16,390 )
Same store NOI at share for the three months ended March 31, 2019 $ 265,110 $ 226,669 $ 23,862 $ 14,579 $
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to March 31, 2019 $ (6,623 ) $ (4,265 ) $ (3,171 ) $ 813 $
% (decrease) increase in same store NOI at share (2.5 )% (1.9 )% ^(1)^ (13.3 )% ^(2)^ 5.6 % %

________________________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share decreased by 0.3%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share increased by 1.1%.
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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED MARCH 31, 2020 COMPARED TO DECEMBER 31, 2019 (unaudited)
(Amounts in thousands)
Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020 $ 280,913 $ 242,559 $ 21,113 $ 15,231 $ 2,010
Less NOI at share from:
Acquisitions (364 ) (364 )
Development properties (14,271 ) (14,271 )
Other non-same store (income) expense, net (7,477 ) (5,160 ) (422 ) 115 (2,010 )
Same store NOI at share for the three months ended March 31, 2020 $ 258,801 $ 222,764 $ 20,691 $ 15,346 $
NOI at share for the three months ended December 31, 2019 $ 305,566 $ 266,284 $ 22,712 $ 14,533 $ 2,037
Less NOI at share from:
Acquisitions (118 ) (118 )
Development properties (15,894 ) (15,894 )
Other non-same store (income) expense, net (7,665 ) (5,530 ) (172 ) 74 (2,037 )
Same store NOI at share for the three months ended December 31, 2019 $ 281,889 $ 244,742 $ 22,540 $ 14,607 $
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to December 31, 2019 $ (23,088 ) $ (21,978 ) $ (1,849 ) $ 739 $
% (decrease) increase in same store NOI at share (8.2 )% (9.0 )% ^(1)^ (8.2 )% ^(2)^ 5.1 % %

________________________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share decreased by 2.7%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share decreased by 2.8%.
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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 MARCH 31, 2020 COMPARED TO MARCH 31, 2019 (unaudited)
(Amounts in thousands)
Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020 $ 283,989 $ 243,665 $ 22,705 $ 15,435 $ 2,184
Less NOI at share - cash basis from:
Acquisitions (348 ) (348 )
Development properties (18,117 ) (18,117 )
Other non-same store income, net (12,607 ) (9,944 ) (422 ) (57 ) (2,184 )
Same store NOI at share - cash basis for the three months ended March 31, 2020 $ 252,917 $ 215,256 $ 22,283 $ 15,378 $
NOI at share - cash basis for the three months ended March 31, 2019 $ 332,591 $ 276,740 $ 24,912 $ 14,745 $ 16,194
Less NOI at share - cash basis from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (27,722 ) (27,722 )
Dispositions (3,581 ) (3,581 )
Development properties (24,339 ) (24,339 )
Other non-same store (income) expense, net (20,163 ) (4,386 ) 339 78 (16,194 )
Same store NOI at share - cash basis for the three months ended March 31, 2019 $ 256,786 $ 216,712 $ 25,251 $ 14,823 $
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to March 31, 2019 $ (3,869 ) $ (1,456 ) $ (2,968 ) $ 555 $
% (decrease) increase in same store NOI at share - cash basis (1.5 )% (0.7 )% ^(1)^ (11.8 )% ^(2)^ 3.7 % %

________________________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.9%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share - cash basis increased by 2.0%.
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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 MARCH 31, 2020 COMPARED TO DECEMBER 31, 2019 (unaudited)
(Amounts in thousands)
Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020 $ 283,989 $ 243,665 $ 22,705 $ 15,435 $ 2,184
Less NOI at share - cash basis from:
Acquisitions (343 ) (343 )
Development properties (18,122 ) (18,122 )
Other non-same store income, net (12,293 ) (9,584 ) (422 ) (103 ) (2,184 )
Same store NOI at share - cash basis for the three months ended March 31, 2020 $ 253,231 $ 215,616 $ 22,283 $ 15,332 $
NOI at share - cash basis for the three months ended December 31, 2019 $ 298,976 $ 257,707 $ 24,646 $ 14,491 $ 2,132
Less NOI at share - cash basis from:
Acquisitions (49 ) (49 )
Development properties (17,310 ) (17,310 )
Other non-same store income, net (9,244 ) (6,940 ) (172 ) (2,132 )
Same store NOI at share - cash basis for the three months ended December 31, 2019 $ 272,373 $ 233,408 $ 24,474 $ 14,491 $
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to December 31, 2019 $ (19,142 ) $ (17,792 ) $ (2,191 ) $ 841 $
% (decrease) increase in same store NOI at share - cash basis (7.0 )% (7.6 )% ^(1)^ (9.0 )% ^(2)^ 5.8 % %

________________________________

(1) As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis decreased by 1.0%.
(2) The decrease is primarily due to the cancellation of trade shows resulting from the COVID-19 pandemic. Excluding trade shows, same store NOI at share - cash basis decreased by 4.0%.
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NON-GAAP RECONCILIATIONS
RECONCILIATION OF CONSOLIDATED REVENUES TO OUR PRO RATA SHARE OF REVENUES (ANNUALIZED) (unaudited)
(Amounts in thousands)
For the<br>Three Months Ended<br>March 31, 2020
Consolidated revenues $ 444,532
Noncontrolling interest adjustments (26,909 )
Consolidated revenues at our share (non-GAAP) 417,623
Unconsolidated revenues at our share (non-GAAP) 124,101
Our pro rata share of revenues (non-GAAP) $ 541,724
Our pro rata share of revenues (annualized) (non-GAAP) $ 2,166,896
RECONCILIATION OF CONSOLIDATED DEBT, NET TO CONTRACTUAL DEBT (NON-GAAP) (unaudited)
--- --- --- --- --- --- ---
(Amounts in thousands)
As of March 31, 2020
Consolidated<br><br>Debt, net Deferred Financing<br><br>Costs, Net and Other Contractual<br><br>Debt (non-GAAP)
Mortgages payable $ 5,643,707 $ 27,221 $ 5,670,928
Senior unsecured notes 446,076 3,924 450,000
$800 Million unsecured term loan 795,974 4,026 800,000
$2.75 Billion unsecured revolving credit facilities 1,075,000 1,075,000
$ 7,960,757 $ 35,171 $ 7,995,928
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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 NAREIT, which may not be comparable to EBITDA reported by other REITs that do not compute EBITDA in accordance with the NAREIT definition. The White Paper on EBITDAre approved by the Board of Governors of NAREIT in September 2017 defines EBITDAre as GAAP net income (loss), plus interest expense, plus income tax expense, plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property including losses and gains on change of control, plus impairment write-downs of depreciated property and of investments in unconsolidated joint ventures caused by a decrease in value of depreciated property in the joint venture, plus adjustments to reflect the entity's share of EBITDA of unconsolidated joint ventures. The Company has included EBITDAre because it is a performance measure used by other REITs and therefore may provide useful information to investors in comparing Vornado's performance to that of other REITs.

For the Three Months Ended
March 31, December 31, <br>2019
2020 2019
Reconciliation of net (loss) income to EBITDAre (non-GAAP):
Net (loss) income $ (104,503 ) $ 213,044 $ 160,676
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries 122,387 (6,820 ) 58,592
Net income attributable to the Operating Partnership 17,884 206,224 219,268
EBITDAre adjustments at share:
Depreciation and amortization expense 127,384 134,986 124,984
Interest and debt expense 81,816 128,068 86,832
Real estate impairment losses 565
Income tax expense 12,892 29,924 22,975
Net losses on sales of depreciable real estate 58
EBITDAre at share 239,976 499,202 454,682
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries (111,737 ) 19,809 (52,531 )
EBITDAre (non-GAAP) $ 128,239 $ 519,011 $ 402,151
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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
March 31, December 31, <br>2019
2020 2019
EBITDAre (non-GAAP) $ 128,239 $ 519,011 $ 402,151
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries 111,737 (19,809 ) 52,531
Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium units (68,589 ) (157,899 ) (203,893 )
Our share of loss from real estate fund investments 56,158 2,904 26,600
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 7,261
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 15,649 2,438
Net gain from sale of UE common shares (sold on March 4, 2019) (62,395 )
Mark-to-market increase in Lexington common shares (sold on March 1, 2019) (16,068 )
Other 7,662 23 4,146
Total of certain expense (income) items that impact EBITDAre 7,430 (217,786 ) (170,709 )
EBITDAre, as adjusted (non-GAAP) $ 247,406 $ 281,416 $ 283,973
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