8-K

VORNADO REALTY TRUST (VNO)

8-K 2022-02-15 For: 2022-02-14
View Original
Added on April 05, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

February 14, 2022

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

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

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

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

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

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

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

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

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

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

All values are in US Dollars.

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On February 14, 2022, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the fourth quarter of 2021.  That press release referred to certain supplemental financial information that is available on the Company’s website.  That press release and the supplemental financial information are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
The following exhibits are being furnished as part of this Current Report on Form 8-K:
99.1 Vornado Realty Trust press release dated February 14, 2022
99.2 Vornado Realty Trust supplemental operating and financial data for the quarter ended December 31, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

VORNADO REALTY TRUST
(Registrant)
By: /s/ Deirdre Maddock
Name: Deirdre Maddock
Title: Chief Accounting Officer (duly authorized officer and principal accounting officer)

Date: February 15, 2022

SIGNATURE

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

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

Date: February 15, 2022

3

Document

vnopressreleaseheader_hra.jpg

EXHIBIT 99.1

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

Vornado Announces Fourth Quarter 2021 Financial Results

New York City | February 14, 2022

Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended December 31, 2021 Financial Results

NET INCOME attributable to common shareholders for the quarter ended December 31, 2021 was $11,269,000, or $0.06 per diluted share, compared to net loss of $209,127,000, or $1.09 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended December 31, 2021 was $22,977,000, or $0.12 per diluted share, and $6,695,000, or $0.04 per diluted share for the quarter ended December 31, 2020.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended December 31, 2021 was $141,017,000, or $0.73 per diluted share, compared to $138,399,000, or $0.72 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended December 31, 2021 was $156,130,000, or $0.81 per diluted share, and $130,389,000, or $0.68 per diluted share for the quarter ended December 31, 2020.

Year Ended December 31, 2021 Financial Results

NET INCOME attributable to common shareholders for the year ended December 31, 2021 was $101,086,000, or $0.53 per diluted share, compared to net loss of $348,744,000, or $1.83 per diluted share, for the year ended December 31, 2020. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the year ended December 31, 2021 was $88,153,000, or $0.46 per diluted share, and $23,893,000, or $0.12 per diluted share, for the year ended December 31, 2020.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the year ended December 31, 2021 was $571,074,000, or $2.97 per diluted share, compared to $750,522,000, or $3.93 per diluted share, for the year ended December 31, 2020. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the year ended December 31, 2021 was $549,863,000, or $2.86 per diluted share, and $501,015,000, or $2.62 per diluted share, for the year ended December 31, 2020.

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

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>December 31, For the Year Ended<br>December 31,
2021 2020 2021 2020
Net income (loss) attributable to common shareholders $ 11,269 $ (209,127) $ 101,086 $ (348,744)
Per diluted share $ 0.06 $ (1.09) $ 0.53 $ (1.83)
Certain expense (income) items that impact net income (loss) attributable to common shareholders:
Our share of defeasance costs and write-off of unamortized deferred financing costs related to 1290 Avenue of the Americas refinancing $ 17,882 $ $ 17,882 $
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units (13,584) (36,274) (44,607) (332,099)
Our share of Alexander's gain on sale of Paramus, New Jersey property pursuant to IKEA Property, Inc.'s purchase option (11,620) (11,620)
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary) 9,180 10,868
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 8,998 6,048 29,472 31,280
Our share of (income) loss from real estate fund investments (1,564) (1,657) (3,757) 63,114
Real estate impairment losses 236,286 7,880 236,286
Severance and other reduction-in-force related expenses 23,368 23,368
Tax benefit recognized by our taxable REIT subsidiaries (27,910)
Previously capitalized Series K preferred share issuance costs 9,033
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 409,060
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust common shares (sold on January 23, 2020) 4,938
Other 3,251 1,905 (1,379) 12,586
12,543 229,676 (14,138) 397,743
Noncontrolling interests' share of above adjustments (835) (13,854) 1,205 (25,106)
Total of certain expense (income) items that impact net income (loss) attributable to common shareholders $ 11,708 $ 215,822 $ (12,933) $ 372,637
Per diluted share (non-GAAP) $ 0.06 $ 1.13 $ (0.07) $ 1.95
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 22,977 $ 6,695 $ 88,153 $ 23,893
Per diluted share (non-GAAP) $ 0.12 $ 0.04 $ 0.46 $ 0.12 NYSE: VNO WWW.VNO.COM PAGE 2 OF 20
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The following table reconciles FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>December 31, For the Year Ended<br>December 31,
2021 2020 2021 2020
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 141,017 $ 138,399 $ 571,074 $ 750,522
Per diluted share (non-GAAP) $ 0.73 $ 0.72 $ 2.97 $ 3.93
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Our share of defeasance costs and write-off of unamortized deferred financing costs related to 1290 Avenue of the Americas refinancing $ 17,882 $ $ 17,882 $
After-tax net gain on sale of 220 CPS condominium units (13,584) (36,274) (44,607) (332,099)
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary) 9,180 10,868
Our share of (income) loss from real estate fund investments (1,564) (1,657) (3,757) 63,114
Severance and other reduction-in-force related expenses 23,368 23,368
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 3,412 12,331 20,843
Tax benefit recognized by our taxable REIT subsidiaries (27,910)
Previously capitalized Series K preferred share issuance costs 9,033
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101
Other 4,277 2,615 3,804 9,660
16,191 (8,536) (22,356) (265,904)
Noncontrolling interests' share of above adjustments (1,078) 526 1,145 16,397
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net $ 15,113 $ (8,010) $ (21,211) $ (249,507)
Per diluted share (non-GAAP) $ 0.08 $ (0.04) $ (0.11) $ (1.31)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 156,130 $ 130,389 $ 549,863 $ 501,015
Per diluted share (non-GAAP) $ 0.81 $ 0.68 $ 2.86 $ 2.62

____________________________________________________________

(1)    See page 13 for a reconciliation of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months and years ended December 31, 2021 and 2020.

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FFO, as Adjusted Bridge - Q4 2021 vs. Q4 2020

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2020 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021:

(Amounts in millions, except per share amounts) FFO, as Adjusted
Amount Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2020 $ 130.4 $ 0.68
Increase (decrease) in FFO, as adjusted due to:
Variable businesses (primarily signage and trade shows) 12.5
Acquisition of our partner's 45% ownership interest in One Park Avenue on August 5, 2021 6.2
General and administrative (primarily due to overhead reduction program announced in December 2020) 5.6
Increase in real estate tax expense primarily due to a recent increase in the triennial tax-assessed value of theMART (3.8)
Rent commencement and other tenant related items 3.5
Other, net 3.9
27.9
Noncontrolling interests' share of above items (2.2)
Net increase 25.7 0.13
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021 $ 156.1 $ 0.81

See page 13 for reconciliations of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months and years ended December 31, 2021 and 2020. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 3 of this press release.

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Acquisition:

One Park Avenue

On August 5, 2021, pursuant to a right of first offer, we increased our ownership interest in One Park Avenue, a 944,000 square foot Manhattan office building, to 100.0% by acquiring our joint venture partner's 45.0% ownership interest in the property. The purchase price values the property at $875,000,000. We paid approximately $158,000,000 in cash and assumed our joint venture partner's share of the $525,000,000 mortgage loan. We previously accounted for our investment under the equity method and have consolidated the accounts of the property from the date of acquisition of the additional 45.0% ownership interest.

Dispositions:

220 Central Park South ("220 CPS")

During the three months ended December 31, 2021, we closed on the sale of two condominium units at 220 CPS for net proceeds of $39,721,000 resulting in a financial statement net gain of $14,959,000 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, $1,375,000 of income tax expense was recognized on our consolidated statements of income. During the year ended December 31, 2021, we closed on the sale of six condominium units at 220 CPS for net proceeds of $137,404,000 resulting in a financial statement net gain of $50,318,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $5,711,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2021, we have closed on the sale of 106 units for net proceeds of $3,006,896,000 resulting in financial statement net gains of $1,117,255,000.

Alexander’s, Inc. (“Alexander’s”)

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

On October 4, 2021, Alexander's sold its Paramus, New Jersey property to IKEA Property, Inc. ("IKEA"), the tenant at the property, for $75,000,000 pursuant to IKEA's purchase option contained in the lease. The property was encumbered by a $68,000,000 mortgage loan which was repaid at closing of the sale. As a result of the sale, we recognized our $11,620,000 share of the net gain and also received a $750,000 sales commission paid by Alexander's.

Madison Avenue

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

Vornado Capital Partners Real Estate Fund (the "Fund")

On December 7, 2021, the Fund completed the sale of the retail condominium located at 501 Broadway for $27,500,000. From the inception of this investment through its disposition, the Fund realized a $6,346,000 net loss.

SoHo Properties

On May 10, 2021, we entered into an agreement to sell two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for a sales price of $84,500,000. On January 13, 2022, we completed the sale transaction and realized net proceeds of $81,399,000. In connection with the sale, we will recognize a net gain of approximately $850,000 in the first quarter of 2022.

Financings:

One Park Avenue

On February 26, 2021, the joint venture completed a $525,000,000 refinancing of One Park Avenue. The interest-only loan bears a rate of LIBOR plus 1.11% (1.22% as of December 31, 2021) and matures in March 2023, with three one-year extension options (March 2026, as fully extended). We realized our $105,000,000 share of net proceeds. The loan replaced the previous $300,000,000 loan that bore interest at LIBOR plus 1.75% and was scheduled to mature in March 2021.

PENN 11

On March 7, 2021, we entered into an interest rate swap agreement for our $500,000,000 PENN 11 mortgage loan to swap the interest rate on the mortgage loan from LIBOR plus 2.75% to a fixed rate of 3.03% through March 2024. On December 1, 2021, we completed a loan modification which reduced the interest rate on the mortgage loan to LIBOR plus 1.95% (2.05% as of December 31, 2021) from LIBOR plus 2.75%, resulting in a fixed rate of 2.23% pursuant to the interest rate swap agreement.

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Financings - continued:

909 Third Avenue

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

Unsecured Revolving Credit Facility

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

555 California Street

On May 10, 2021, we completed a $1.2 billion refinancing of 555 California Street, a three-building 1.8 million square foot office campus in San Francisco, in which we own a 70.0% controlling interest. The interest-only loan bears a rate of LIBOR plus 1.93% in years one through five (2.04% as of December 31, 2021), LIBOR plus 2.18% in year six and LIBOR plus 2.43% in year seven. The loan matures in May 2023, with five one-year extension options (May 2028 as fully extended). We swapped the interest rate on our $840,000,000 share of the loan to a fixed rate of 2.26% through May 2024. The loan replaced the previous $533,000,000 loan that bore interest at a fixed rate of 5.10% and was scheduled to mature in September 2021.

Senior Unsecured Notes

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

theMART

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

Preferred Securities

On September 22, 2021, Vornado sold 12,000,000 4.45% Series O cumulative redeemable preferred shares at a price of $25.00 per share, pursuant to an effective registration statement. Vornado received aggregate net proceeds of $291,153,000, after underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 4.45% Series O preferred units (with economic terms that mirror those of the Series O preferred shares). Dividends on the Series O preferred shares/units are cumulative and payable quarterly in arrears. The Series O preferred shares/units are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), Vornado may redeem the Series O preferred shares/units at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. The Series O preferred shares/units have no maturity date and will remain outstanding indefinitely unless redeemed by Vornado. Vornado used the net proceeds for the redemption of its 5.70% Series K cumulative redeemable preferred shares/units.

On October 13, 2021, we redeemed all of the outstanding 5.70% Series K preferred shares/units at their redemption price of $25.00 per share/unit, or $300,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption. We recognized $9,033,000 of previously capitalized issuance costs in "Series K preferred share/unit issuance costs" on our consolidated statements of income during the third quarter of 2021, when the preferred shares/units were called for redemption.

1290 Avenue of the Americas

On November 16, 2021, we completed a $950,000,000 refinancing of 1290 Avenue of the Americas, a 2.1 million square foot Class A Manhattan office building, in which we own a 70.0% controlling interest. The interest-only loan bears a rate of LIBOR plus 1.51% (1.62% as of December 31, 2021) in years one to five, increasing 0.25% in both years six and seven. The loan matures in November 2023 with five one-year extension options (November 2028 as fully extended). We defeased the existing $950,000,000 loan that bore interest at a fixed rate of 3.34% and was scheduled to mature in November 2022. As a result, we incurred $23,729,000 of defeasance costs, which are included in "interest and debt expense" on our consolidated statements of income, of which $7,119,000 is attributable to noncontrolling interest.

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Leasing Activity For the Three Months Ended December 31, 2021:

•954,000 square feet of New York Office space (852,000 square feet at share) at an initial rent of $87.84 per square foot and a weighted average lease term of 14.1 years. The changes in the GAAP and cash mark-to-market rent on the 680,000 square feet of second generation space were positive 38.9% and positive 29.1%, respectively. Tenant improvements and leasing commissions were $9.65 per square foot per annum, or 11.0% of initial rent.

•54,000 square feet of New York Retail space (50,000 square feet at share) at an initial rent of $154.00 per square foot and a weighted average lease term of 4.8 years. The changes in the GAAP and cash mark-to-market rent on the 2,000 square feet of second generation space were negative 0.8% and negative 12.8%, respectively. Tenant improvements and leasing commissions were $14.19 per square foot per annum, or 9.2% of initial rent.

•28,000 square feet at theMART (all at share) at an initial rent of $54.61 per square foot and a weighted average lease term of 3.2 years. The changes in the GAAP and cash mark-to-market rent on the 17,000 square feet of second generation space were negative 11.2% and negative 11.4%, respectively. Tenant improvements and leasing commissions were $4.72 per square foot per annum, or 8.6% of initial rent.

Leasing Activity For the Year Ended December 31, 2021:

•2,252,000 square feet of New York Office space (1,973,000 square feet at share) at an initial rent of $83.26 per square foot and a weighted average lease term of 11.1 years. The changes in the GAAP and cash mark-to-market rent on the 1,591,000 square feet of second generation space were positive 15.9% and positive 10.8% respectively. Tenant improvements and leasing commissions were $10.31 per square foot per annum, or 12.4% of initial rent.

•229,000 square feet of New York Retail space (208,000 square feet at share) at an initial rent of $145.44 per square foot and a weighted average lease term of 17.1 years. The changes in the GAAP and cash mark-to-market rent on the 109,000 square feet of second generation space were positive 37.1% and positive 13.2%, respectively. Tenant improvements and leasing commissions were $4.26 per square foot per annum, or 2.9% of initial rent.

•330,000 square feet at theMART (all at share) at an initial rent of $51.18 per square foot and a weighted average lease term of 5.8 years. The changes in the GAAP and cash mark-to-market rent on the 273,000 square feet of second generation space were negative 0.5% and 0.0%, respectively. Tenant improvements and leasing commissions were $7.63 per square foot per annum, or 14.9% of initial rent.

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

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

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

Total New York theMART(2) 555 California Street
Same store NOI at share % increase (decrease)(1):
Three months ended December 31, 2021 compared to December 31, 2020 5.9 % 6.2 % (6.6) % 15.6 %
Year ended December 31, 2021 compared to December 31, 2020 2.9 % 4.0 % (14.2) % 7.9 %
Three months ended December 31, 2021 compared to September 30, 2021 7.9 % 3.9 % 148.2 % 4.7 %
Same store NOI at share - cash basis % increase (decrease)(1):
Three months ended December 31, 2021 compared to December 31, 2020 10.1 % 11.3 % 1.9 % 3.1 %
Year ended December 31, 2021 compared to December 31, 2020 1.6 % 3.2 % (14.9) % 0.2 %
Three months ended December 31, 2021 compared to September 30, 2021 8.8 % 5.0 % 113.2 % 4.6 %

____________________

(1)See pages 15 through 20 for same store NOI at share and same store NOI at share - cash basis reconciliations.

(2)Includes an increase in real estate tax expense of $3,844,000 and $18,285,000, respectively, for the three months and year ended December 31, 2021 over the comparative prior year periods primarily due to a recent increase in the triennial tax-assessed value of theMART. The three months ended September 30, 2021 includes an additional $8,665,000 real estate tax expense accrual as compared to the three months ended December 31, 2021.

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NOI At Share:

The elements of New York and Other NOI at share for the three months and years ended December 31, 2021 and 2020 and the three months ended September 30, 2021 are summarized below.

(Amounts in thousands) For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2021
2021 2020 2021 2020
NOI at share:
New York:
Office(1)(2) $ 179,929 $ 167,865 $ 166,553 $ 677,167 $ 672,495
Retail(3) 48,365 38,146 49,083 173,363 147,299
Residential 4,894 4,083 4,194 17,783 20,687
Alexander's(4) 8,751 10,259 9,009 37,318 35,912
Hotel Pennsylvania(5) (7,809) (12,677) (42,502)
Total New York 241,939 212,544 228,839 892,954 833,891
Other:
theMART(6) 15,959 17,091 6,431 58,909 69,178
555 California Street 16,596 14,638 16,128 64,826 60,324
Other investments 3,928 4,220 3,873 16,679 9,186
Total Other 36,483 35,949 26,432 140,414 138,688
NOI at share $ 278,422 $ 248,493 $ 255,271 $ 1,033,368 $ 972,579

_______________________

(1)    Includes Building Management Services ("BMS") NOI of $6,918, $5,467, $6,879, $26,344 and $19,851, respectively, for three months ended December 31, 2021 and 2020 and September 30, 2021 and the years ended December 31, 2021 and 2020.

(2)    The year ended December 31, 2020 includes $18,173 of non-cash write-offs of receivables arising from the straight-lining of rents and $6,702 of write-offs of tenant receivables deemed uncollectible.

(3)    The year ended December 31, 2020 includes $25,876 of non-cash write-offs of receivables arising from the straight-lining of rents and $12,017 of write-offs of tenant receivables deemed uncollectible.

(4)    The year ended December 31, 2020 includes $3,511 of non-cash write-offs of receivables arising from the straight-lining of rents and $1,335 of write-offs of tenant receivables deemed uncollectible.

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

(6)    The three months ended December 31, 2021 and September 30, 2021 and the year ended December 31, 2021 include increases to real estate tax expense, compared to prior year periods, of $3,844, $12,518 and $18,285, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART. The year ended December 31, 2020 includes $2,722 of non-cash write-offs of receivables arising from the straight-lining of rents and $1,742 of write-offs of tenant receivables deemed uncollectible.

NYSE: VNO WWW.VNO.COM PAGE 8 OF 20

NOI At Share - Cash Basis:

The elements of New York and Other NOI at share - cash basis for the three months and years ended December 31, 2021 and 2020 and the three months ended September 30, 2021 are summarized below.

(Amounts in thousands) For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2021
2021 2020 2021 2020
NOI at share - cash basis:
New York:
Office(1)(2) $ 181,568 $ 166,925 $ 170,521 $ 686,507 $ 691,755
Retail(3) 44,536 34,256 45,175 160,801 158,686
Residential 4,758 3,828 4,136 16,656 19,369
Alexander's(4) 9,538 11,163 9,790 40,525 42,737
Hotel Pennsylvania(5) (7,223) (12,723) (41,941)
Total New York 240,400 208,949 229,622 891,766 870,606
Other:
theMART(6) 18,413 18,075 8,635 64,389 76,251
555 California Street 15,128 14,947 14,745 60,680 60,917
Other investments 4,229 4,521 4,191 17,851 11,051
Total Other 37,770 37,543 27,571 142,920 148,219
NOI at share - cash basis $ 278,170 $ 246,492 $ 257,193 $ 1,034,686 $ 1,018,825

______________________

(1)    Includes BMS NOI of $6,918, $5,467, $6,879, $26,344 and $19,851, respectively, for three months ended December 31, 2021 and 2020 and September 30, 2021 and the years ended December 31, 2021 and 2020.

(2)    The year ended December 31, 2020 includes $6,702 of write-offs of tenant receivables deemed uncollectible.

(3)    The year ended December 31, 2020 includes $12,017 of write-offs of tenant receivables deemed uncollectible.

(4)    The year ended December 31, 2020 includes $1,335 of write-offs of tenant receivables deemed uncollectible.

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

(6)    The three months ended December 31, 2021 and September 30, 2021 and the year ended December 31, 2021 include increases to real estate tax expense, compared to prior year periods, of $3,844, $12,518 and $18,285, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART. The year ended December 31, 2020 includes $1,742 of write-offs of tenant receivables deemed uncollectible.

NYSE: VNO WWW.VNO.COM PAGE 9 OF 20

PENN District - Active Development/Redevelopment Summary as of December 31, 2021

(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Cash Amount<br>Expended Remaining Expenditures Projected Incremental Cash Yield
Active PENN District Projects Segment Budget(1) Stabilization Year
Farley (95% interest) New York 845,000 1,120,000 (2) 896,186 (2) 223,814 2022 6.4%
PENN 2 - as expanded New York 1,795,000 750,000 161,066 588,934 2025 9.0%
PENN 1 (including LIRR Concourse Retail)(3) New York 2,547,000 450,000 309,437 140,563 N/A 12.2% (3)(4)
Districtwide Improvements New York N/A 100,000 31,481 68,519 N/A N/A
Total Active PENN District Projects 2,420,000 1,398,170 1,021,830 8.0%

________________________________

(1)    Excluding debt and equity carry.

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

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

(4)    Projected to be achieved as pre-redevelopment leases roll; approximate average remaining lease term 5.0 years.

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

Conference Call and Audio Webcast

As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, February 15, 2022 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-771-4371 (domestic) or 847-585-4405 (international) and indicating to the operator the passcode 50274904. A live webcast of the conference call will be available on Vornado’s website at www.vno.com in the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.

Contact

Thomas J. Sanelli

(212) 894-7000

Supplemental Financial Information

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

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this press release. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2021. Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, all of which are uncertain at this time but the 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, 2021.

NYSE: VNO WWW.VNO.COM PAGE 10 OF 20

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands) As of December 31, Increase<br>(Decrease)
2021 2020
ASSETS
Real estate, at cost:
Land $ 2,540,193 $ 2,420,054 $ 120,139
Buildings and improvements 9,839,166 7,933,030 1,906,136
Development costs and construction in progress 718,694 1,604,637 (885,943)
Leasehold improvements and equipment 119,792 130,222 (10,430)
Total 13,217,845 12,087,943 1,129,902
Less accumulated depreciation and amortization (3,376,347) (3,169,446) (206,901)
Real estate, net 9,841,498 8,918,497 923,001
Right-of-use assets 337,197 367,365 (30,168)
Cash and cash equivalents 1,760,225 1,624,482 135,743
Restricted cash 170,126 105,887 64,239
Tenant and other receivables 79,661 77,658 2,003
Investments in partially owned entities 3,297,389 3,491,107 (193,718)
Real estate fund investments 7,730 3,739 3,991
220 Central Park South condominium units ready for sale 57,142 128,215 (71,073)
Receivable arising from the straight-lining of rents 656,318 674,075 (17,757)
Deferred leasing costs, net 391,693 372,919 18,774
Identified intangible assets, net 154,895 23,856 131,039
Other assets 512,714 434,022 78,692
Total assets $ 17,266,588 $ 16,221,822 $ 1,044,766
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 6,053,343 $ 5,580,549 $ 472,794
Senior unsecured notes, net 1,189,792 446,685 743,107
Unsecured term loan, net 797,812 796,762 1,050
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 370,206 401,008 (30,802)
Accounts payable and accrued expenses 613,497 427,202 186,295
Deferred revenue 48,118 40,110 8,008
Deferred compensation plan 110,174 105,564 4,610
Other liabilities 304,725 294,520 10,205
Total liabilities 10,062,667 8,667,400 1,395,267
Redeemable noncontrolling interests 688,683 606,267 82,416
Shareholders' equity 6,236,346 6,533,198 (296,852)
Noncontrolling interests in consolidated subsidiaries 278,892 414,957 (136,065)
Total liabilities, redeemable noncontrolling interests and equity $ 17,266,588 $ 16,221,822 $ 1,044,766 NYSE: VNO WWW.VNO.COM PAGE 11 OF 20
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VORNADO REALTY TRUST

OPERATING RESULTS

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>December 31, For the Year Ended<br>December 31,
2021 2020 2021 2020
Revenues $ 421,080 $ 376,431 $ 1,589,210 $ 1,527,951
Net income (loss) $ 31,963 $ (208,726) $ 207,553 $ (461,845)
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries (3,691) (1,109) (24,014) 139,894
Operating Partnership (857) 14,856 (7,540) 24,946
Net income (loss) attributable to Vornado 27,415 (194,979) 175,999 (297,005)
Preferred share dividends (16,146) (14,148) (65,880) (51,739)
Series K preferred share issuance costs (9,033)
Net income (loss) attributable to common shareholders $ 11,269 $ (209,127) $ 101,086 $ (348,744)
Income (loss) per common share - basic:
Net income (loss) per common share $ 0.06 $ (1.09) $ 0.53 $ (1.83)
Weighted average shares outstanding 191,679 191,279 191,551 191,146
Income (loss) per common share - diluted:
Net income (loss) per common share $ 0.06 $ (1.09) $ 0.53 $ (1.83)
Weighted average shares outstanding 192,040 191,279 192,122 191,146
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 141,017 $ 138,399 $ 571,074 $ 750,522
Per diluted share (non-GAAP) $ 0.73 $ 0.72 $ 2.97 $ 3.93
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 156,130 $ 130,389 $ 549,863 $ 501,015
Per diluted share (non-GAAP) $ 0.81 $ 0.68 $ 2.86 $ 2.62
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share 192,065 191,304 192,148 191,193

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

NYSE: VNO WWW.VNO.COM PAGE 12 OF 20

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS

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

(Amounts in thousands, except per share amounts) For the Three Months Ended<br>December 31, For the Year Ended<br>December 31,
2021 2020 2021 2020
Net income (loss) attributable to common shareholders $ 11,269 $ (209,127) $ 101,086 $ (348,744)
Per diluted share $ 0.06 $ (1.09) $ 0.53 $ (1.83)
FFO adjustments:
Depreciation and amortization of real property $ 117,497 $ 99,196 $ 373,792 $ 368,556
Real estate impairment losses 236,286 7,880 236,286
Decrease in fair value of marketable securities 4,938
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 34,418 37,500 139,247 156,646
Net gain on sale of real estate (12,623) (15,675)
(Increase) decrease in fair value of marketable securities (37) (710) (1,155) 2,801
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 409,060
139,255 372,272 504,089 1,178,287
Noncontrolling interests' share of above adjustments (9,517) (24,757) (34,144) (79,068)
FFO adjustments, net $ 129,738 $ 347,515 $ 469,945 $ 1,099,219
FFO attributable to common shareholders 141,007 138,388 571,031 750,475
Convertible preferred share dividends 10 11 43 47
FFO attributable to common shareholders plus assumed conversions $ 141,017 $ 138,399 $ 571,074 $ 750,522
Per diluted share $ 0.73 $ 0.72 $ 2.97 $ 3.93
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding 191,679 191,279 191,551 191,146
Effect of dilutive securities:
Out-Performance Plan units 347 557
Convertible preferred shares 25 25 26 28
AO LTIP units 9 10
Employee stock options and restricted stock awards 5 4 19
Denominator for FFO per diluted share 192,065 191,304 192,148 191,193 NYSE: VNO WWW.VNO.COM PAGE 13 OF 20
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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the three months and years ended December 31, 2021 and 2020 and the three months ended September 30, 2021.

For the Three Months Ended For the Year Ended<br>December 31,
(Amounts in thousands) December 31, September 30, 2021
2021 2020 2021 2020
Net income (loss) $ 31,963 $ (208,726) $ 71,765 $ 207,553 $ (461,845)
Depreciation and amortization expense 126,349 107,084 100,867 412,347 399,695
General and administrative expense 34,204 61,254 25,553 134,545 181,509
Impairment losses, transaction related costs and other 3,185 242,593 9,681 13,815 174,027
(Income) loss from partially owned entities (43,749) (24,567) (26,269) (130,517) 329,112
(Income) loss from real estate fund investments (5,959) 999 66 (11,066) 226,327
Interest and other investment (income) loss, net (918) (1,569) (633) (4,612) 5,499
Interest and debt expense 78,192 54,633 50,946 231,096 229,251
Net gains on disposition of wholly owned and partially owned assets (14,959) (42,458) (10,087) (50,770) (381,320)
Income tax expense (benefit) 10,055 (1,801) (25,376) (10,496) 36,630
NOI from partially owned entities 79,223 76,952 75,644 310,858 306,495
NOI attributable to noncontrolling interests in consolidated subsidiaries (19,164) (15,901) (16,886) (69,385) (72,801)
NOI at share 278,422 248,493 255,271 1,033,368 972,579
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (252) (2,001) 1,922 1,318 46,246
NOI at share - cash basis $ 278,170 $ 246,492 $ 257,193 $ 1,034,686 $ 1,018,825

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

NYSE: VNO WWW.VNO.COM PAGE 14 OF 20

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2021 compared to December 31, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share for the three months ended December 31, 2021 $ 278,422 $ 241,939 $ 15,959 $ 16,596 $ 3,928
Less NOI at share from:
Change in ownership interest in One Park Avenue (5,870) (5,870)
Dispositions 10 10
Development properties (9,657) (9,657)
Other non-same store income, net (6,360) (2,432) (3,928)
Same store NOI at share for the three months ended December 31, 2021 $ 256,545 $ 223,990 $ 15,959 $ 16,596 $
NOI at share for the three months ended December 31, 2020 $ 248,493 $ 212,544 $ 17,091 $ 14,638 $ 4,220
Less NOI at share from:
Dispositions (675) (675)
Development properties (5,449) (5,449)
Hotel Pennsylvania (permanently closed on April 5, 2021) 7,809 7,809
Other non-same store income, net (7,826) (3,326) (280) (4,220)
Same store NOI at share for the three months ended December 31, 2020 $ 242,352 $ 210,903 $ 17,091 $ 14,358 $
Increase (decrease) in same store NOI at share $ 14,193 $ 13,087 $ (1,132) $ 2,238 $
% increase (decrease) in same store NOI at share 5.9 % 6.2 % (6.6) % 15.6 % %

___________________

(1)2021 includes an increase in real estate tax expense of $3,844 primarily due to a recent increase in the triennial tax-assessed value of theMART.

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

NYSE: VNO WWW.VNO.COM PAGE 15 OF 20

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2021 compared to December 31, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share - cash basis for the three months ended December 31, 2021 $ 278,170 $ 240,400 $ 18,413 $ 15,128 $ 4,229
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (4,328) (4,328)
Dispositions 10 10
Development properties (5,378) (5,378)
Other non-same store income, net (7,439) (3,210) (4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021 $ 261,035 $ 227,494 $ 18,413 $ 15,128 $
NOI at share - cash basis for the three months ended December 31, 2020 $ 246,492 $ 208,949 $ 18,075 $ 14,947 $ 4,521
Less NOI at share - cash basis from:
Dispositions (170) (170)
Development properties (7,626) (7,626)
Hotel Pennsylvania (permanently closed on April 5, 2021) 7,223 7,223
Other non-same store income, net (8,775) (3,974) (280) (4,521)
Same store NOI at share - cash basis for the three months ended December 31, 2020 $ 237,144 $ 204,402 $ 18,075 $ 14,667 $
Increase in same store NOI at share - cash basis $ 23,891 $ 23,092 $ 338 $ 461 $
% increase in same store NOI at share - cash basis 10.1 % 11.3 % 1.9 % 3.1 % %

___________________

(1)2021 includes an increase in real estate tax expense of $3,844 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 16 OF 20

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2021 compared to December 31, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share for the year ended December 31, 2021 $ 1,033,368 $ 892,954 $ 58,909 $ 64,826 $ 16,679
Less NOI at share from:
Change in ownership interest in One Park Avenue (9,651) (9,651)
Dispositions 312 312
Development properties (28,793) (28,793)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,677 12,677
Other non-same store income, net (23,464) (6,785) (16,679)
Same store NOI at share for the year ended December 31, 2021 $ 984,449 $ 860,714 $ 58,909 $ 64,826 $
NOI at share for the year ended December 31, 2020 $ 972,579 $ 833,891 $ 69,178 $ 60,324 $ 9,186
Less NOI at share from:
Dispositions 3,488 3,488
Development properties (31,707) (31,707)
Hotel Pennsylvania (permanently closed on April 5, 2021) 42,502 42,502
Other non-same store income, net (30,321) (20,382) (524) (229) (9,186)
Same store NOI at share for the year ended December 31, 2020 $ 956,541 $ 827,792 $ 68,654 $ 60,095 $
Increase (decrease) in same store NOI at share $ 27,908 $ 32,922 $ (9,745) $ 4,731 $
% increase (decrease) in same store NOI at share 2.9 % 4.0 % (14.2) % 7.9 % %

___________________

(1)2021 includes an increase in real estate tax expense of $18,285 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 17 OF 20

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2021 compared to December 31, 2020.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share - cash basis for the year ended December 31, 2021 $ 1,034,686 $ 891,766 $ 64,389 $ 60,680 $ 17,851
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (7,023) (7,023)
Dispositions 611 611
Development properties (25,710) (25,710)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,723 12,723
Other non-same store income, net (25,297) (7,446) (17,851)
Same store NOI at share - cash basis for the year ended December 31, 2021 $ 989,990 $ 864,921 $ 64,389 $ 60,680 $
NOI at share - cash basis for the year ended December 31, 2020 $ 1,018,825 $ 870,606 $ 76,251 $ 60,917 $ 11,051
Less NOI at share - cash basis from:
Dispositions (1,835) (1,835)
Development properties (42,998) (42,998)
Hotel Pennsylvania (permanently closed on April 5, 2021) 41,941 41,941
Other non-same store income, net (41,652) (29,663) (553) (385) (11,051)
Same store NOI at share - cash basis for the year ended December 31, 2020 $ 974,281 $ 838,051 $ 75,698 $ 60,532 $
Increase (decrease) in same store NOI at share - cash basis $ 15,709 $ 26,870 $ (11,309) $ 148 $
% increase (decrease) in same store NOI at share - cash basis 1.6 % 3.2 % (14.9) % 0.2 % %

___________________

(1)2021 includes an increase in real estate tax expense of $18,285 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 18 OF 20

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2021 compared to September 30, 2021.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share for the three months ended December 31, 2021 $ 278,422 $ 241,939 $ 15,959 $ 16,596 $ 3,928
Less NOI at share from:
Change in ownership interest in One Park Avenue (5,870) (5,870)
Dispositions 10 10
Development properties (9,657) (9,657)
Other non-same store income, net (6,000) (2,072) (3,928)
Same store NOI at share for the three months ended December 31, 2021 $ 256,905 $ 224,350 $ 15,959 $ 16,596 $
NOI at share for the three months ended September 30, 2021 $ 255,271 $ 228,839 $ 6,431 $ 16,128 $ 3,873
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions (542) (542)
Development properties (5,076) (5,076)
Other non-same store income, net (7,676) (3,523) (280) (3,873)
Same store NOI at share for the three months ended September 30, 2021 $ 238,197 $ 215,918 $ 6,431 $ 15,848 $
Increase in same store NOI at share $ 18,708 $ 8,432 $ 9,528 $ 748 $
% increase in same store NOI at share 7.9 % 3.9 % 148.2 % 4.7 % %

___________________

(1)The three months ended September 30, 2021 includes an additional real estate tax expense accrual of $8,665 primarily due to a recent increase in the triennial tax-assessed value of theMART.

NYSE: VNO WWW.VNO.COM PAGE 19 OF 20

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2021 compared to September 30, 2021.

(Amounts in thousands) Total New York theMART(1) 555 California Street Other
NOI at share - cash basis for the three months ended December 31, 2021 $ 278,170 $ 240,400 $ 18,413 $ 15,128 $ 4,229
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (4,328) (4,328)
Dispositions 10 10
Development properties (5,378) (5,378)
Other non-same store income, net (7,079) (2,850) (4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021 $ 261,395 $ 227,854 $ 18,413 $ 15,128 $
NOI at share - cash basis for the three months ended September 30, 2021 $ 257,193 $ 229,622 $ 8,635 $ 14,745 $ 4,191
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions (996) (996)
Development properties (5,755) (5,755)
Other non-same store income, net (7,541) (3,070) (280) (4,191)
Same store NOI at share - cash basis for the three months ended September 30, 2021 $ 240,206 $ 217,106 $ 8,635 $ 14,465 $
Increase in same store NOI at share - cash basis $ 21,189 $ 10,748 $ 9,778 $ 663 $
% increase in same store NOI at share - cash basis 8.8 % 5.0 % 113.2 % 4.6 % %

___________________

(1)The three months ended September 30, 2021 includes an additional real estate tax expense accrual of $8,665 primarily due to a recent increase in the triennial tax-assessed value of theMART.

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Document

EXHIBIT 99.2

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INDEX
Page
BUSINESS DEVELOPMENTS 3 - 6
FINANCIAL INFORMATION
Financial Highlights 7
FFO, As Adjusted Bridge 8
Consolidated Balance Sheets 9
Net Income (Loss) Attributable to Common Shareholders (Consolidated and by Segment) 10 - 13
Net Operating Income at Share and Net Operating Income at Share - Cash Basis (by Segment and by Subsegment) 14 - 17
Same Store NOI at Share and Same Store NOI at Share - Cash Basis and NOI at Share By Region 18
DEVELOPMENT ACTIVITY
PENN District Active Development/Redevelopment Summary 19
Future Development Opportunities 20
LEASING ACTIVITY AND LEASE EXPIRATIONS
Leasing Activity 21 - 22
Lease Expirations 23 - 25
CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS 26 - 29
UNCONSOLIDATED JOINT VENTURES 30 - 32
DEBT AND CAPITALIZATION
Capital Structure 33
Common Shares Data 34
Debt Analysis 35
Consolidated Debt Maturities 36
PROPERTY STATISTICS
Top 30 Tenants 37
Square Footage 38
Occupancy and Residential Statistics 39
Ground Leases 40
Property Table 41 - 51
EXECUTIVE OFFICERS AND RESEARCH COVERAGE 52
APPENDIX: DEFINITIONS AND NON-GAAP RECONCILIATIONS
Definitions i
Reconciliations ii - xvi

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this supplemental package. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, all of which are uncertain at this time but the impact could be material. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2021. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this supplemental package. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what Vornado Realty Trust and subsidiaries (the "Company") considers the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These include Funds From Operations ("FFO"), Funds Available for Distribution ("FAD"), Net Operating Income ("NOI") and Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre"). Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this Supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company's financial condition and results of operations, and, if applicable, the purposes for which management uses the measures, can be found in the Definitions section of this Supplemental package on page i in the Appendix.

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BUSINESS DEVELOPMENTS

Acquisition Activity

One Park Avenue

On August 5, 2021, pursuant to a right of first offer, we increased our ownership interest in One Park Avenue, a 944,000 square foot Manhattan office building, to 100.0% by acquiring our joint venture partner's 45.0% ownership interest in the property. The purchase price values the property at $875,000,000. We paid approximately $158,000,000 in cash and assumed our joint venture partner's share of the $525,000,000 mortgage loan. We previously accounted for our investment under the equity method and have consolidated the accounts of the property from the date of acquisition of the additional 45.0% ownership interest.

Disposition Activity

220 Central Park South ("220 CPS")

During the three months ended December 31, 2021, we closed on the sale of two condominium units at 220 CPS for net proceeds of $39,721,000 resulting in a financial statement net gain of $14,959,000 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, $1,375,000 of income tax expense was recognized on our consolidated statements of income. During the year ended December 31, 2021, we closed on the sale of six condominium units at 220 CPS for net proceeds of $137,404,000 resulting in a financial statement net gain of $50,318,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $5,711,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2021, we have closed on the sale of 106 units for net proceeds of $3,006,896,000 resulting in financial statement net gains of $1,117,255,000.

Alexander’s, Inc. (“Alexander’s”)

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

On October 4, 2021, Alexander's sold its Paramus, New Jersey property to IKEA Property, Inc. ("IKEA"), the tenant at the property, for $75,000,000 pursuant to IKEA's purchase option contained in the lease. The property was encumbered by a $68,000,000 mortgage loan which was repaid at closing of the sale. As a result of the sale, we recognized our $11,620,000 share of the net gain and also received a $750,000 sales commission paid by Alexander's.

Madison Avenue

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

Vornado Capital Partners Real Estate Fund (the "Fund")

On December 7, 2021, the Fund completed the sale of the retail condominium located at 501 Broadway for $27,500,000. From the inception of this investment through its disposition, the Fund realized a $6,346,000 net loss.

SoHo Properties

On May 10, 2021, we entered into an agreement to sell two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for a sales price of $84,500,000. On January 13, 2022, we completed the sale transaction and realized net proceeds of $81,399,000. In connection with the sale, we will recognize a net gain of approximately $850,000 in the first quarter of 2022.

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BUSINESS DEVELOPMENTS

Financing Activity

One Park Avenue

On February 26, 2021, the joint venture completed a $525,000,000 refinancing of One Park Avenue. The interest-only loan bears a rate of LIBOR plus 1.11% (1.22% as of December 31, 2021) and matures in March 2023, with three one-year extension options (March 2026, as fully extended). We realized our $105,000,000 share of net proceeds. The loan replaced the previous $300,000,000 loan that bore interest at LIBOR plus 1.75% and was scheduled to mature in March 2021.

PENN 11

On March 7, 2021, we entered into an interest rate swap agreement for our $500,000,000 PENN 11 mortgage loan to swap the interest rate on the mortgage loan from LIBOR plus 2.75% to a fixed rate of 3.03% through March 2024. On December 1, 2021, we completed a loan modification which reduced the interest rate on the mortgage loan to LIBOR plus 1.95% (2.05% as of December 31, 2021) from LIBOR plus 2.75%, resulting in a fixed rate of 2.23% pursuant to the interest rate swap agreement.

909 Third Avenue

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

Unsecured Revolving Credit Facility

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

555 California Street

On May 10, 2021, we completed a $1.2 billion refinancing of 555 California Street, a three-building 1.8 million square foot office campus in San Francisco, in which we own a 70.0% controlling interest. The interest-only loan bears a rate of LIBOR plus 1.93% in years one through five (2.04% as of December 31, 2021), LIBOR plus 2.18% in year six and LIBOR plus 2.43% in year seven. The loan matures in May 2023, with five one-year extension options (May 2028 as fully extended). We swapped the interest rate on our $840,000,000 share of the loan to a fixed rate of 2.26% through May 2024. The loan replaced the previous $533,000,000 loan that bore interest at a fixed rate of 5.10% and was scheduled to mature in September 2021.

Senior Unsecured Notes

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

theMART

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

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BUSINESS DEVELOPMENTS

Financing Activity - continued

Preferred Securities

On September 22, 2021, Vornado sold 12,000,000 4.45% Series O cumulative redeemable preferred shares at a price of $25.00 per share, pursuant to an effective registration statement. Vornado received aggregate net proceeds of $291,153,000, after underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 4.45% Series O preferred units (with economic terms that mirror those of the Series O preferred shares). Dividends on the Series O preferred shares/units are cumulative and payable quarterly in arrears. The Series O preferred shares/units are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), Vornado may redeem the Series O preferred shares/units at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. The Series O preferred shares/units have no maturity date and will remain outstanding indefinitely unless redeemed by Vornado. Vornado used the net proceeds for the redemption of its 5.70% Series K cumulative redeemable preferred shares/units.

On October 13, 2021, we redeemed all of the outstanding 5.70% Series K preferred shares/units at their redemption price of $25.00 per share/unit, or $300,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption. We recognized $9,033,000 of previously capitalized issuance costs in "Series K preferred share/unit issuance costs" on our consolidated statements of income during the third quarter of 2021, when the preferred shares/units were called for redemption.

1290 Avenue of the Americas

On November 16, 2021, we completed a $950,000,000 refinancing of 1290 Avenue of the Americas, a 2.1 million square foot Class A Manhattan office building, in which we own a 70.0% controlling interest. The interest-only loan bears a rate of LIBOR plus 1.51% (1.62% as of December 31, 2021) in years one to five, increasing 0.25% in both years six and seven. The loan matures in November 2023 with five one-year extension options (November 2028 as fully extended). We defeased the existing $950,000,000 loan that bore interest at a fixed rate of 3.34% and was scheduled to mature in November 2022. As a result, we incurred $23,729,000 of defeasance costs, which are included in "interest and debt expense" on our consolidated statements of income, of which $7,119,000 is attributable to noncontrolling interest.

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BUSINESS DEVELOPMENTS

Leasing Activity For the Three Months Ended December 31, 2021:

954,000 square feet of New York Office space (852,000 square feet at share) at an initial rent of $87.84 per square foot and a weighted average lease term of 14.1 years. The changes in the GAAP and cash mark-to-market rent on the 680,000 square feet of second generation space were positive 38.9% and positive 29.1%, respectively. Tenant improvements and leasing commissions were $9.65 per square foot per annum, or 11.0% of initial rent.

54,000 square feet of New York Retail space (50,000 square feet at share) at an initial rent of $154.00 per square foot and a weighted average lease term of 4.8 years. The changes in the GAAP and cash mark-to-market rent on the 2,000 square feet of second generation space were negative 0.8% and negative 12.8%, respectively. Tenant improvements and leasing commissions were $14.19 per square foot per annum, or 9.2% of initial rent.

28,000 square feet at theMART (all at share) at an initial rent of $54.61 per square foot and a weighted average lease term of 3.2 years. The changes in the GAAP and cash mark-to-market rent on the 17,000 square feet of second generation space were negative 11.2% and negative 11.4%, respectively. Tenant improvements and leasing commissions were $4.72 per square foot per annum, or 8.6% of initial rent.

Leasing Activity For the Year Ended December 31, 2021:

2,252,000 square feet of New York Office space (1,973,000 square feet at share) at an initial rent of $83.26 per square foot and a weighted average lease term of 11.1 years. The changes in the GAAP and cash mark-to-market rent on the 1,591,000 square feet of second generation space were positive 15.9% and positive 10.8%, respectively. Tenant improvements and leasing commissions were $10.31 per square foot per annum, or 12.4% of initial rent.

229,000 square feet of New York Retail space (208,000 square feet at share) at an initial rent of $145.44 per square foot and a weighted average lease term of 17.1 years. The changes in the GAAP and cash mark-to-market rent on the 109,000 square feet of second generation space were positive 37.1% and positive 13.2%, respectively. Tenant improvements and leasing commissions were $4.26 per square foot per annum, or 2.9% of initial rent.

330,000 square feet at theMART (all at share) at an initial rent of $51.18 per square foot and a weighted average lease term of 5.8 years. The changes in the GAAP and cash mark-to-market rent on the 273,000 square feet of second generation space were negative 0.5% and 0.0%, respectively. Tenant improvements and leasing commissions were $7.63 per square foot per annum, or 14.9% of initial rent.

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

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FINANCIAL HIGHLIGHTS (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2021
2021 2020 2021 2020
Total revenues $ 421,080 $ 376,431 $ 409,212 $ 1,589,210 $ 1,527,951
Net income (loss) attributable to common shareholders $ 11,269 $ (209,127) $ 37,689 $ 101,086 $ (348,744)
Per common share:
Basic $ 0.06 $ (1.09) $ 0.20 $ 0.53 $ (1.83)
Diluted $ 0.06 $ (1.09) $ 0.20 $ 0.53 $ (1.83)
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 22,977 $ 6,695 $ 25,926 $ 88,153 $ 23,893
Per diluted share (non-GAAP) $ 0.12 $ 0.04 $ 0.14 $ 0.46 $ 0.12
FFO attributable to common shareholders plus assumed conversions, as adjusted<br><br>(non-GAAP) $ 156,130 $ 130,389 $ 136,213 $ 549,863 $ 501,015
Per diluted share (non-GAAP) $ 0.81 $ 0.68 $ 0.71 $ 2.86 $ 2.62
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 141,017 $ 138,399 $ 158,286 $ 571,074 $ 750,522
FFO - Operating Partnership Basis ("OP Basis") (non-GAAP) $ 151,071 $ 147,486 $ 169,545 $ 611,262 $ 799,437
Per diluted share (non-GAAP) $ 0.73 $ 0.72 $ 0.82 $ 2.97 $ 3.93
Dividends per common share $ 0.53 $ 0.53 $ 0.53 $ 2.12 $ 2.38
FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted) 65.4 % 76.8 % (1) 74.6 % 74.1 % 82.9 % (1)
FAD payout ratio 89.8 % 103.9 % 85.5 % 93.8 % 101.3 %
Weighted average common shares outstanding (REIT basis) 191,679 191,279 191,577 191,551 191,146
Convertible units:
Class A 13,245 12,297 13,287 13,177 12,357
Equity awards - unit equivalents 810 263 839 916 123
Preferred shares 25 25 26 26 28
Weighted average shares used in determining FFO attributable to Class A unitholders<br><br>plus assumed conversions per diluted share (OP Basis) 205,759 203,864 205,729 205,670 203,654

________________________________

(1)Excludes the impact of non-cash write-offs of receivables arising from the straight-lining of rents of $1,401 and $51,571, respectively, for the three months and year ended December 31, 2020.

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

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FFO, AS ADJUSTED BRIDGE - Q4 2021 VS. Q4 2020 (unaudited)
(Amounts in millions, except per share amounts) FFO, as Adjusted
--- --- --- --- ---
Amount Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2020 $ 130.4 $ 0.68
Increase (decrease) in FFO, as adjusted due to:
Variable businesses (primarily signage and trade shows) 12.5
Acquisition of our partner's 45% ownership interest in One Park Avenue on August 5, 2021 6.2
General and administrative (primarily due to overhead reduction program announced in December 2020) 5.6
Increase in real estate tax expense primarily due to a recent increase in the triennial tax-assessed value of theMART (3.8)
Rent commencement and other tenant related items 3.5
Other, net 3.9
27.9
Noncontrolling interests' share of above items (2.2)
Net increase 25.7 0.13
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021 $ 156.1 $ 0.81

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

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CONSOLIDATED BALANCE SHEETS (unaudited)
(Amounts in thousands)
As of December 31, Increase<br>(Decrease)
2021 2020
ASSETS
Real estate, at cost:
Land $ 2,540,193 $ 2,420,054 $ 120,139
Buildings and improvements 9,839,166 7,933,030 1,906,136
Development costs and construction in progress 718,694 1,604,637 (885,943)
Leasehold improvements and equipment 119,792 130,222 (10,430)
Total 13,217,845 12,087,943 1,129,902
Less accumulated depreciation and amortization (3,376,347) (3,169,446) (206,901)
Real estate, net 9,841,498 8,918,497 923,001
Right-of-use assets 337,197 367,365 (30,168)
Cash and cash equivalents 1,760,225 1,624,482 135,743
Restricted cash 170,126 105,887 64,239
Tenant and other receivables 79,661 77,658 2,003
Investments in partially owned entities 3,297,389 3,491,107 (193,718)
Real estate fund investments 7,730 3,739 3,991
220 CPS condominium units ready for sale 57,142 128,215 (71,073)
Receivable arising from the straight-lining of rents 656,318 674,075 (17,757)
Deferred leasing costs, net 391,693 372,919 18,774
Identified intangible assets, net 154,895 23,856 131,039
Other assets 512,714 434,022 78,692
Total Assets $ 17,266,588 $ 16,221,822 $ 1,044,766
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net $ 6,053,343 $ 5,580,549 $ 472,794
Senior unsecured notes, net 1,189,792 446,685 743,107
Unsecured term loan, net 797,812 796,762 1,050
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 370,206 401,008 (30,802)
Accounts payable and accrued expenses 613,497 427,202 186,295
Deferred revenue 48,118 40,110 8,008
Deferred compensation plan 110,174 105,564 4,610
Other liabilities 304,725 294,520 10,205
Total liabilities 10,062,667 8,667,400 1,395,267
Redeemable noncontrolling interests 688,683 606,267 82,416
Shareholders' equity 6,236,346 6,533,198 (296,852)
Noncontrolling interests in consolidated subsidiaries 278,892 414,957 (136,065)
Total liabilities, redeemable noncontrolling interests and equity $ 17,266,588 $ 16,221,822 $ 1,044,766
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CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Three Months Ended
December 31, September 30, 2021
2021 2020 Variance
Property rentals(1) $ 336,958 $ 298,910 $ 38,048 $ 330,620
Tenant expense reimbursements(1) 35,140 40,563 (5,423) 38,177
Amortization of acquired below-market leases, net 1,310 3,824 (2,514) 2,222
Straight-lining of rents 3,007 (4,383) 7,390 (1,816)
Total rental revenues 376,415 338,914 37,501 369,203
Fee and other income:
BMS cleaning fees 32,393 27,901 4,492 30,827
Management and leasing fees 774 3,063 (2,289) 2,509
Other income 11,498 6,553 4,945 6,673
Total revenues 421,080 376,431 44,649 409,212
Operating expenses (202,717) (188,989) (13,728) (212,699)
Depreciation and amortization (126,349) (107,084) (19,265) (100,867)
General and administrative (34,204) (61,254) 27,050 (25,553)
Expense from deferred compensation plan liability (2,425) (6,991) 4,566 (799)
Impairment losses, transaction related costs and other (3,185) (242,593) 239,408 (9,681)
Total expenses (368,880) (606,911) 238,031 (349,599)
Income from partially owned entities 43,749 24,567 19,182 26,269
Income (loss) from real estate fund investments 5,959 (999) 6,958 (66)
Interest and other investment income, net 918 1,569 (651) 633
Income from deferred compensation plan assets 2,425 6,991 (4,566) 799
Interest and debt expense (78,192) (54,633) (23,559) (50,946)
Net gains on disposition of wholly owned and partially owned assets 14,959 42,458 (27,499) 10,087
Income (loss) before income taxes 42,018 (210,527) 252,545 46,389
Income tax (expense) benefit (10,055) 1,801 (11,856) 25,376
Net income (loss) 31,963 (208,726) 240,689 71,765
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries (3,691) (1,109) (2,582) (5,425)
Operating Partnership (857) 14,856 (15,713) (2,818)
Net income (loss) attributable to Vornado 27,415 (194,979) 222,394 63,522
Preferred share dividends (16,146) (14,148) (1,998) (16,800)
Series K preferred share issuance costs (9,033)
Net income (loss) attributable to common shareholders $ 11,269 $ (209,127) $ 220,396 $ 37,689
Capitalized expenditures:
Development payroll $ 2,815 $ 5,958 $ (3,143) $ 2,770
Interest and debt expense 6,535 10,227 (3,692) 10,739

________________________________

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

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CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
For the Year Ended December 31,
2021 2020 Variance
Property rentals(1)(2) $ 1,271,643 $ 1,217,698 $ 53,945
Tenant expense reimbursements(1) 152,283 167,463 (15,180)
Amortization of acquired below-market leases, net 9,249 16,878 (7,629)
Straight-lining of rents (8,644) (24,404) 15,760
Total rental revenues 1,424,531 1,377,635 46,896
Fee and other income:
BMS cleaning fees 119,780 105,536 14,244
Management and leasing fees 11,725 19,416 (7,691)
Other income 33,174 25,364 7,810
Total revenues 1,589,210 1,527,951 61,259
Operating expenses (797,315) (789,066) (8,249)
Depreciation and amortization (412,347) (399,695) (12,652)
General and administrative (134,545) (181,509) 46,964
Expense from deferred compensation plan liability (9,847) (6,443) (3,404)
Impairment losses, transaction related costs and other (13,815) (174,027) 160,212
Total expenses (1,367,869) (1,550,740) 182,871
Income (loss) from partially owned entities 130,517 (329,112) 459,629
Income (loss) from real estate fund investments 11,066 (226,327) 237,393
Interest and other investment income (loss), net 4,612 (5,499) 10,111
Income from deferred compensation plan assets 9,847 6,443 3,404
Interest and debt expense (231,096) (229,251) (1,845)
Net gains on disposition of wholly owned and partially owned assets 50,770 381,320 (330,550)
Income (loss) before income taxes 197,057 (425,215) 622,272
Income tax benefit (expense) 10,496 (36,630) 47,126
Net income (loss) 207,553 (461,845) 669,398
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries (24,014) 139,894 (163,908)
Operating Partnership (7,540) 24,946 (32,486)
Net income (loss) attributable to Vornado 175,999 (297,005) 473,004
Preferred share dividends (65,880) (51,739) (14,141)
Series K preferred share issuance costs (9,033) (9,033)
Net income (loss) attributable to common shareholders $ 101,086 $ (348,744) $ 449,830
Capitalized expenditures:
Development payroll $ 10,932 $ 17,654 $ (6,722)
Interest and debt expense 38,320 41,056 (2,736)

________________________________

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

(2)Reduced by $63,204 for the year ended December 31, 2020, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).

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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Three Months Ended December 31, 2021
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 336,958 $ 265,197 $ 71,761
Tenant expense reimbursements(1) 35,140 24,935 10,205
Amortization of acquired below-market leases, net 1,310 1,152 158
Straight-lining of rents 3,007 3,607 (600)
Total rental revenues 376,415 294,891 81,524
Fee and other income:
BMS cleaning fees 32,393 34,713 (2,320)
Management and leasing fees 774 887 (113)
Other income 11,498 5,350 6,148
Total revenues 421,080 335,841 85,239
Operating expenses (202,717) (158,092) (44,625)
Depreciation and amortization (126,349) (102,514) (23,835)
General and administrative (34,204) (12,220) (21,984)
Expense from deferred compensation plan liability (2,425) (2,425)
Transaction related costs and other (3,185) (3,185)
Total expenses (368,880) (272,826) (96,054)
Income from partially owned entities 43,749 42,299 1,450
Income from real estate fund investments 5,959 5,959
Interest and other investment income, net 918 306 612
Income from deferred compensation plan assets 2,425 2,425
Interest and debt expense (78,192) (49,319) (28,873)
Net gains on disposition of wholly owned and partially owned assets 14,959 14,959
Income (loss) before income taxes 42,018 56,301 (14,283)
Income tax (expense) benefit (10,055) 1,925 (11,980)
Net income (loss) 31,963 58,226 (26,263)
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries (3,691) 2,322 (6,013)
Net income (loss) attributable to Vornado Realty L.P. 28,272 $ 60,548 $ (32,276)
Less net income attributable to noncontrolling interests in the Operating Partnership (826)
Preferred unit distributions (16,177)
Net income attributable to common shareholders $ 11,269
For the three months ended December 31, 2020:
Net loss attributable to Vornado Realty L.P. $ (209,835) $ (196,457) $ (13,378)
Net loss attributable to common shareholders $ (209,127)

________________________________

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

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NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands) For the Year Ended December 31, 2021
--- --- --- --- --- --- ---
Total New York Other
Property rentals(1) $ 1,271,643 $ 999,106 $ 272,537
Tenant expense reimbursements(1) 152,283 111,708 40,575
Amortization of acquired below-market leases, net 9,249 8,584 665
Straight-lining of rents (8,644) (10,164) 1,520
Total rental revenues 1,424,531 1,109,234 315,297
Fee and other income:
BMS cleaning fees 119,780 126,891 (7,111)
Management and leasing fees 11,725 12,177 (452)
Other income 33,174 9,297 23,877
Total revenues 1,589,210 1,257,599 331,611
Operating expenses (797,315) (626,386) (170,929)
Depreciation and amortization (412,347) (322,234) (90,113)
General and administrative (134,545) (48,469) (86,076)
Expense from deferred compensation plan liability (9,847) (9,847)
Impairment losses, transaction related costs and other (13,815) (7,499) (6,316)
Total expenses (1,367,869) (1,004,588) (363,281)
Income from partially owned entities 130,517 125,401 5,116
Income from real estate fund investments 11,066 11,066
Interest and other investment income, net 4,612 2,159 2,453
Income from deferred compensation plan assets 9,847 9,847
Interest and debt expense (231,096) (117,401) (113,695)
Net gains on disposition of wholly owned and partially owned assets 50,770 50,770
Income (loss) before income taxes 197,057 263,170 (66,113)
Income tax benefit (expense) 10,496 (3,968) 14,464
Net income (loss) 207,553 259,202 (51,649)
Less net income attributable to noncontrolling interests in consolidated subsidiaries (24,014) (6,629) (17,385)
Net income (loss) attributable to Vornado Realty L.P. 183,539 $ 252,573 $ (69,034)
Less net income attributable to noncontrolling interests in the Operating Partnership (7,385)
Preferred unit distributions (66,035)
Series K preferred unit issuance costs (9,033)
Net income attributable to common shareholders $ 101,086
For the year ended December 31, 2020:
Net (loss) income attributable to Vornado Realty L.P. $ (321,951) $ (404,750) $ 82,799
Net loss attributable to common shareholders $ (348,744)

________________________________

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

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NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Three Months Ended December 31, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 421,080 $ 335,841 $ 85,239
Operating expenses (202,717) (158,092) (44,625)
NOI - consolidated 218,363 177,749 40,614
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (19,164) (12,139) (7,025)
Add: NOI from partially owned entities 79,223 76,329 2,894
NOI at share 278,422 241,939 36,483
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (252) (1,539) 1,287
NOI at share - cash basis $ 278,170 $ 240,400 $ 37,770
For the Three Months Ended December 31, 2020
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 376,431 $ 302,360 $ 74,071
Operating expenses (188,989) (155,907) (33,082)
NOI - consolidated 187,442 146,453 40,989
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (15,901) (9,060) (6,841)
Add: NOI from partially owned entities 76,952 75,151 1,801
NOI at share 248,493 212,544 35,949
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (2,001) (3,595) 1,594
NOI at share - cash basis $ 246,492 $ 208,949 $ 37,543
For the Three Months Ended September 30, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 409,212 $ 316,643 $ 92,569
Operating expenses (212,699) (151,276) (61,423)
NOI - consolidated 196,513 165,367 31,146
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (16,886) (9,747) (7,139)
Add: NOI from partially owned entities 75,644 73,219 2,425
NOI at share 255,271 228,839 26,432
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 1,922 783 1,139
NOI at share - cash basis $ 257,193 $ 229,622 $ 27,571

________________________________

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

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NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Year Ended December 31, 2021
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,589,210 $ 1,257,599 $ 331,611
Operating expenses (797,315) (626,386) (170,929)
NOI - consolidated 791,895 631,213 160,682
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (69,385) (38,980) (30,405)
Add: Our share of NOI from partially owned entities 310,858 300,721 10,137
NOI at share 1,033,368 892,954 140,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 1,318 (1,188) 2,506
NOI at share - cash basis $ 1,034,686 $ 891,766 $ 142,920
For the Year Ended December 31, 2020
--- --- --- --- --- --- ---
Total New York Other
Total revenues $ 1,527,951 $ 1,221,748 $ 306,203
Operating expenses (789,066) (640,531) (148,535)
NOI - consolidated 738,885 581,217 157,668
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (72,801) (43,773) (29,028)
Add: Our share of NOI from partially owned entities 306,495 296,447 10,048
NOI at share 972,579 833,891 138,688
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 46,246 36,715 9,531
NOI at share - cash basis $ 1,018,825 $ 870,606 $ 148,219

________________________________________

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

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NET OPERATING INCOME AT SHARE BY SUBSEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Three Months Ended For the Year Ended<br>December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, 2021
2021 2020 2021 2020
NOI at share:
New York:
Office(1)(2) $ 179,929 $ 167,865 $ 166,553 $ 677,167 $ 672,495
Retail(3) 48,365 38,146 49,083 173,363 147,299
Residential 4,894 4,083 4,194 17,783 20,687
Alexander's Inc. ("Alexander's")(4) 8,751 10,259 9,009 37,318 35,912
Hotel Pennsylvania(5) (7,809) (12,677) (42,502)
Total New York 241,939 212,544 228,839 892,954 833,891
Other:
theMART(6) 15,959 17,091 6,431 58,909 69,178
555 California Street 16,596 14,638 16,128 64,826 60,324
Other investments 3,928 4,220 3,873 16,679 9,186
Total Other 36,483 35,949 26,432 140,414 138,688
NOI at share $ 278,422 $ 248,493 $ 255,271 $ 1,033,368 $ 972,579

____________________

(1)Includes Building Management Services ("BMS") NOI of $6,918, $5,467, $6,879, $26,344 and $19,851, respectively, for three months ended December 31, 2021 and 2020 and September 30, 2021 and the years ended December 31, 2021 and 2020.

(2)The year ended December 31, 2020 includes $18,173 of non-cash write-offs of receivables arising from the straight-lining of rents and $6,702 of write-offs of tenant receivables deemed uncollectible.

(3)The year ended December 31, 2020 includes $25,876 of non-cash write-offs of receivables arising from the straight-lining of rents and $12,017 of write-offs of tenant receivables deemed uncollectible.

(4)The year ended December 31, 2020 includes $3,511 of non-cash write-offs of receivables arising from the straight-lining of rents and $1,335 of write-offs of tenant receivables deemed uncollectible.

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

(6)The three months ended December 31, 2021 and September 30, 2021 and the year ended December 31, 2021 include increases to real estate tax expense, compared to prior year periods, of $3,844, $12,518 and $18,285, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART. The year ended December 31, 2020 includes $2,722 of non-cash write-offs of receivables arising from the straight-lining of rents and $1,742 of write-offs of tenant receivables deemed uncollectible.

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NET OPERATING INCOME AT SHARE - CASH BASIS BY SUBSEGMENT (NON-GAAP) (unaudited)
(Amounts in thousands) For the Three Months Ended For the Year Ended<br>December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, 2021
2021 2020 2021 2020
NOI at share - cash basis:
New York:
Office(1)(2) $ 181,568 $ 166,925 $ 170,521 $ 686,507 $ 691,755
Retail(3) 44,536 34,256 45,175 160,801 158,686
Residential 4,758 3,828 4,136 16,656 19,369
Alexander's(4) 9,538 11,163 9,790 40,525 42,737
Hotel Pennsylvania(5) (7,223) (12,723) (41,941)
Total New York 240,400 208,949 229,622 891,766 870,606
Other:
theMART(6) 18,413 18,075 8,635 64,389 76,251
555 California Street 15,128 14,947 14,745 60,680 60,917
Other investments 4,229 4,521 4,191 17,851 11,051
Total Other 37,770 37,543 27,571 142,920 148,219
NOI at share - cash basis $ 278,170 $ 246,492 $ 257,193 $ 1,034,686 $ 1,018,825

____________________

(1)Includes BMS NOI of $6,918, $5,467, $6,879, $26,344 and $19,851, respectively, for three months ended December 31, 2021 and 2020 and September 30, 2021 and the years ended December 31, 2021 and 2020.

(2)The year ended December 31, 2020 includes $6,702 of write-offs of tenant receivables deemed uncollectible.

(3)The year ended December 31, 2020 includes $12,017 of write-offs of tenant receivables deemed uncollectible.

(4)The year ended December 31, 2020 includes $1,335 of write-offs of tenant receivables deemed uncollectible.

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

(6)The three months ended December 31, 2021 and September 30, 2021 and the year ended December 31, 2021 include increases to real estate tax expense, compared to prior year periods, of $3,844, $12,518 and $18,285, respectively, primarily due to a recent increase in the triennial tax-assessed value of theMART. The year ended December 31, 2020 includes $1,742 of write-offs of tenant receivables deemed uncollectible.

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| SAME STORE NOI AT SHARE AND SAME STORE NOI AT SHARE - CASH BASIS (NON-GAAP) (unaudited) | | --- || | Total | | New York | | theMART(2) | | 555 California Street | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Same store NOI at share % increase (decrease)(1): | | | | | | | | | | Three months ended December 31, 2021 compared to December 31, 2020 | 5.9 | % | 6.2 | % | (6.6) | % | 15.6 | % | | Year ended December 31, 2021 compared to December 31, 2020 | 2.9 | % | 4.0 | % | (14.2) | % | 7.9 | % | | Three months ended December 31, 2021 compared to September 30, 2021 | 7.9 | % | 3.9 | % | 148.2 | % | 4.7 | % | | Same store NOI at share - cash basis % increase (decrease)(1): | | | | | | | | | | Three months ended December 31, 2021 compared to December 31, 2020 | 10.1 | % | 11.3 | % | 1.9 | % | 3.1 | % | | Year ended December 31, 2021 compared to December 31, 2020 | 1.6 | % | 3.2 | % | (14.9) | % | 0.2 | % | | Three months ended December 31, 2021 compared to September 30, 2021 | 8.8 | % | 5.0 | % | 113.2 | % | 4.6 | % |

________________________________

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

(2)Includes an increase in real estate tax expense of $3,844,000 and $18,285,000, respectively, for the three months and year ended December 31, 2021 over the comparative prior year periods primarily due to a recent increase in the triennial tax-assessed value of theMART. The three months ended September 30, 2021 includes an additional $8,665,000 real estate tax expense accrual as compared to the three months ended December 31, 2021.

| NOI AT SHARE BY REGION (NON-GAAP) (unaudited) | | --- || | For the Three Months Ended December 31, | | | | For the Year Ended December 31, | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2021 | | 2020 | | 2021 | | 2020 | | | Region: | | | | | | | | | | New York City metropolitan area | 88 | % | 87 | % | 88 | % | 87 | % | | Chicago, IL | 6 | % | 7 | % | 6 | % | 7 | % | | San Francisco, CA | 6 | % | 6 | % | 6 | % | 6 | % | | | 100 | % | 100 | % | 100 | % | 100 | % |

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PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF DECEMBER 31, 2021 (unaudited)
(Amounts in thousands of dollars, except square feet)
Property<br>Rentable<br>Sq. Ft. Cash Amount<br>Expended Remaining Expenditures Projected Incremental Cash Yield
Active PENN District Projects Segment Budget(1) Stabilization Year
Farley (95% interest) New York 845,000 1,120,000 (2) 896,186 (2) 223,814 2022 6.4%
PENN 2 - as expanded New York 1,795,000 750,000 161,066 588,934 2025 9.0%
PENN 1 (including LIRR Concourse Retail)(3) New York 2,547,000 450,000 309,437 140,563 N/A 12.2% (3)(4)
Districtwide Improvements New York N/A 100,000 31,481 68,519 N/A N/A
Total Active PENN District Projects 2,420,000 1,398,170 1,021,830 8.0%

________________________________

(1)Excluding debt and equity carry.

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

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

(4)Projected to be achieved as pre-redevelopment leases roll; approximate average remaining lease term 5.0 years.

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

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FUTURE DEVELOPMENT OPPORTUNITIES - AS OF DECEMBER 31, 2021 (unaudited)
Future Opportunities Segment Property<br>Zoning<br>Sq. Ft.<br><br>(at 100%)
PENN 15 (Hotel Pennsylvania site)(1) New York 2,052,000
PENN District - multiple other opportunities - office/residential/retail New York
260 Eleventh Avenue - office(2) New York 280,000
Undeveloped Land
Rego Park III (32.4% interest) New York 550,000
527 West Kinzie, Chicago Other 330,000
57th Street (50% interest) New York 150,000
Eighth Avenue and 34th Street New York 105,000
Total undeveloped land 1,135,000

____________________

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

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

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

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LEASING ACTIVITY (unaudited)
(Square feet in thousands)

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

New York
Office Retail theMART
Three Months Ended December 31, 2021
Total square feet leased 954 54 28
Our share of square feet leased: 852 50 28
Initial rent(1) $ 87.84 $ 154.00 $ 54.61
Weighted average lease term (years) 14.1 4.8 3.2
Second generation relet space:
Square feet 680 2 17
GAAP basis:
Straight-line rent(2) $ 86.49 $ 454.97 $ 59.87
Prior straight-line rent $ 62.26 $ 458.55 $ 67.43
Percentage increase (decrease) 38.9 % (0.8) % (11.2) %
Cash basis (non-GAAP):
Initial rent(1) $ 83.03 $ 429.67 $ 62.64
Prior escalated rent $ 64.31 $ 492.62 $ 70.66
Percentage increase (decrease) 29.1 % (12.8) % (11.4) %
Tenant improvements and leasing commissions:
Per square foot $ 136.23 $ 68.64 $ 15.11
Per square foot per annum $ 9.65 $ 14.19 $ 4.72
Percentage of initial rent 11.0 % 9.2 % 8.6 %

________________________________

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

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

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LEASING ACTIVITY (unaudited)
(Square feet in thousands)

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

New York 555 California Street
Office Retail theMART
Year Ended December 31, 2021
Total square feet leased 2,252 229 330 74
Our share of square feet leased: 1,973 208 330 52
Initial rent(1) $ 83.26 $ 145.44 $ 51.18 $ 114.70
Weighted average lease term (years) 11.1 17.1 5.8 4.0
Second generation relet space:
Square feet 1,591 109 273 48
GAAP basis:
Straight-line rent(2) $ 78.73 $ 135.04 $ 47.08 $ 106.73
Prior straight-line rent $ 67.90 $ 98.53 $ 47.30 $ 82.41
Percentage increase (decrease) 15.9 % 37.1 % (0.5) % 29.5 %
Cash basis (non-GAAP):
Initial rent(1) $ 81.06 $ 119.86 $ 51.06 $ 114.39
Prior escalated rent $ 73.18 $ 105.90 $ 51.07 $ 91.22
Percentage increase 10.8 % 13.2 % 0.0 % 25.4 %
Tenant improvements and leasing commissions:
Per square foot $ 114.56 $ 72.81 $ 44.25 $ 15.76
Per square foot per annum $ 10.31 $ 4.26 $ 7.63 $ 3.94
Percentage of initial rent 12.4 % 2.9 % 14.9 % 3.4 %

________________________________

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

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

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LEASE EXPIRATIONS (unaudited)<br>NEW YORK SEGMENT
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Annualized Escalated Rents<br>of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office: Month to Month 25,000 $ 1,419,000 $ 56.76 0.1 %
First Quarter 2022 112,000 8,095,000 72.28 0.7 %
Second Quarter 2022 259,000 20,436,000 78.90 1.7 %
Third Quarter 2022 118,000 9,136,000 77.42 0.8 %
Fourth Quarter 2022 182,000 10,738,000 59.00 0.9 %
Total 2022 671,000 48,405,000 72.14 4.1 %
2023 1,357,000 125,367,000 92.39 10.6 %
2024 1,039,000 93,258,000 89.76 7.9 %
2025 719,000 57,919,000 80.55 4.9 %
2026 1,451,000 107,605,000 74.16 9.1 %
2027 1,318,000 90,028,000 68.31 7.6 %
2028 989,000 70,334,000 71.12 6.0 %
2029 1,170,000 94,220,000 80.53 8.0 %
2030 621,000 48,939,000 78.81 4.1 %
2031 817,000 72,149,000 88.31 6.1 %
Thereafter 4,996,000 (2) 371,111,000 74.28 31.5 %
Retail: Month to Month 20,000 $ 1,548,000 $ 77.40 0.6 %
First Quarter 2022 111,000 5,766,000 51.95 2.1 %
Second Quarter 2022 %
Third Quarter 2022 4,000 864,000 216.00 0.3 %
Fourth Quarter 2022 %
Total 2022 115,000 6,630,000 57.65 2.4 %
2023 58,000 26,356,000 454.41 9.6 %
2024 173,000 37,780,000 218.38 13.8 %
2025 40,000 11,074,000 276.85 4.0 %
2026 82,000 25,544,000 311.51 9.3 %
2027 32,000 18,241,000 570.03 6.8 %
2028 29,000 13,539,000 466.86 5.0 %
2029 46,000 20,046,000 435.78 7.4 %
2030 155,000 21,686,000 139.91 7.9 %
2031 96,000 30,658,000 319.35 11.2 %
Thereafter 390,000 60,516,000 155.17 22.0 %

________________________________

(1)    Excludes storage, vacancy and other.

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

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LEASE EXPIRATIONS (unaudited)<br>theMART
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Annualized Escalated Rents<br>of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office / Showroom / Retail: Month to Month 6,000 $ 367,000 $ 61.17 0.2 %
First Quarter 2022 57,000 3,402,000 59.68 2.0 %
Second Quarter 2022 23,000 1,441,000 62.65 0.8 %
Third Quarter 2022 287,000 13,352,000 51.16 7.8 %
Fourth Quarter 2022 220,000 12,183,000 55.38 7.1 %
Total 2022 587,000 30,378,000 51.75 17.7 %
2023 286,000 16,623,000 58.12 9.7 %
2024 242,000 13,888,000 57.39 8.1 %
2025 345,000 21,473,000 62.24 12.5 %
2026 293,000 17,101,000 58.37 10.0 %
2027 147,000 8,471,000 57.63 4.9 %
2028 653,000 33,062,000 50.63 19.3 %
2029 101,000 5,191,000 51.40 3.0 %
2030 15,000 926,000 61.73 0.5 %
2031 294,000 14,633,000 49.77 8.5 %
Thereafter 208,000 9,539,000 45.86 5.6 %

________________________________

(1)    Excludes storage, vacancy and other.

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LEASE EXPIRATIONS (unaudited)<br>555 California Street
Period of Lease<br>Expiration Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1) Annualized Escalated Rents<br>of Expiring Leases Percentage of<br>Annualized<br>Escalated Rent
Total Per Sq. Ft.
Office / Retail: Month to Month $ $ %
First Quarter 2022 %
Second Quarter 2022 %
Third Quarter 2022 %
Fourth Quarter 2022 %
Total 2022 %
2023 133,000 10,653,000 80.10 10.2 %
2024 70,000 7,069,000 100.99 6.8 %
2025 282,000 24,780,000 87.87 23.7 %
2026 238,000 23,023,000 96.74 22.0 %
2027 65,000 5,887,000 90.57 5.6 %
2028 20,000 1,649,000 82.45 1.6 %
2029 82,000 7,963,000 97.11 7.6 %
2030 106,000 10,898,000 102.81 10.4 %
2031 %
Thereafter 173,000 12,639,000 73.06 12.1 %

________________________________

(1)    Excludes storage, vacancy and other.

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
CONSOLIDATED
(Amounts in thousands)
Year Ended December 31,
2021 2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 75,133 $ 65,173 $ 93,226
Tenant improvements 68,284 65,313 98,261
Leasing commissions 36,274 18,626 18,229
Recurring tenant improvements, leasing commissions and other capital expenditures 179,691 149,112 209,716
Non-recurring capital expenditures(1) 19,849 64,624 30,374
Total capital expenditures and leasing commissions $ 199,540 $ 213,736 $ 240,090
Year Ended December 31,
2021 2020 2019
Amounts paid for development and redevelopment expenditures(2):
Farley Office and Retail $ 202,414 $ 239,427 $ 265,455
PENN 1 171,824 108,514 56,459
PENN 2 105,267 76,883 28,719
PENN 15 (Hotel Pennsylvania site) 54,280 7,606 5,586
220 CPS 19,351 119,763 181,177
PENN Districtwide improvements 14,116 17,066 1,851
345 Montgomery Street 4,253 16,661 29,441
Other 14,435 16,000 80,368
$ 585,940 $ 601,920 $ 649,056

________________________________

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

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

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
NEW YORK SEGMENT
(Amounts in thousands)
Year Ended December 31,
2021 2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 61,420 $ 53,543 $ 80,416
Tenant improvements 59,522 52,763 84,870
Leasing commissions 27,284 14,612 16,316
Recurring tenant improvements, leasing commissions and other capital expenditures 148,226 120,918 181,602
Non-recurring capital expenditures(1) 19,694 64,414 28,269
Total capital expenditures and leasing commissions $ 167,920 $ 185,332 $ 209,871
Year Ended December 31,
2021 2020 2019
Amounts paid for development and redevelopment expenditures(2):
Farley Office and Retail $ 202,414 $ 239,427 $ 265,455
PENN 1 171,824 108,514 56,459
PENN 2 105,267 76,883 28,719
PENN 15 (Hotel Pennsylvania site) 54,280 7,606 5,586
PENN Districtwide improvements 14,116 17,066 1,851
Other 12,638 11,952 73,865
$ 560,539 $ 461,448 $ 431,935

________________________________

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

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

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
theMART
(Amounts in thousands)
Year Ended December 31,
2021 2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 7,199 $ 7,627 $ 9,566
Tenant improvements 5,683 5,859 9,244
Leasing commissions 2,047 3,173 827
Recurring tenant improvements, leasing commissions and other capital expenditures 14,929 16,659 19,637
Non-recurring capital expenditures(1) 155 210 332
Total capital expenditures and leasing commissions $ 15,084 $ 16,869 $ 19,969
Year Ended December 31,
2021 2020 2019
Amounts paid for development and redevelopment expenditures(2):
Common area enhancements $ $ 3,063 $ 476
Other 1,797 948 1,846
$ 1,797 $ 4,011 $ 2,322

________________________________

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

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

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CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
555 CALIFORNIA STREET
(Amounts in thousands)
Year Ended December 31,
2021 2020 2019
Amounts paid for capital expenditures:
Expenditures to maintain assets $ 6,514 $ 4,003 $ 3,244
Tenant improvements 3,079 6,691 4,147
Leasing commissions 6,943 841 1,086
Recurring tenant improvements, leasing commissions and other capital expenditures 16,536 11,535 8,477
Non-recurring capital expenditures(1) 1,773
Total capital expenditures and leasing commissions $ 16,536 $ 11,535 $ 10,250
Year Ended December 31,
2021 2020 2019
Amounts paid for development and redevelopment expenditures(2):
345 Montgomery Street $ 4,253 $ 16,661 $ 29,441
Other 3,896
$ 4,253 $ 16,661 $ 33,337

________________________________

See notes below.

CAPITAL EXPENDITURES (unaudited)
OTHER
(Amounts in thousands)
Year Ended December 31,
2021 2020 2019
Amounts paid for development and redevelopment expenditures(2):
220 CPS $ 19,351 $ 119,763 $ 181,177
Other 37 285
$ 19,351 $ 119,800 $ 181,462

________________________________

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

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

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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Joint Venture Name Asset<br>Category Percentage Ownership at December 31, 2021 Company's<br>Carrying<br>Amount Company's<br><br>Pro rata<br><br>Share of Debt(1) 100% of<br><br>Joint Venture Debt(1) Maturity Date(2) Spread over LIBOR Interest Rate
Fifth Avenue and Times Square JV Retail/Office 51.5% $ 2,770,633 $ 461,461 $ 950,000 Various Various Various
Alexander's Office/Retail 32.4% 91,405 355,280 1,096,544 Various Various Various
Partially owned office buildings/land:
650 Madison Avenue Office/Retail 20.1% 97,012 161,024 800,000 12/29 N/A 3.49%
280 Park Avenue Office/Retail 50.0% 84,849 600,000 1,200,000 09/24 L+173 1.83%
512 West 22nd Street Office/Retail 55.0% 60,667 72,166 131,210 06/24 L+200 2.10%
West 57th Street properties Office/Retail/Land 50.0% 43,395 10,000 20,000 12/22 L+160 1.70%
825 Seventh Avenue Office 50.0% 8,638 27,144 54,289 07/23 L+190 2.03%
61 Ninth Avenue Office/Retail 45.1% 3,854 75,543 167,500 01/26 L+135 1.46%
Other Office/Retail Various 8,574 17,465 50,150 Various Various Various
Other investments:
Independence Plaza Residential/Retail 50.1% 54,772 338,175 675,000 07/25 N/A 4.25%
Rosslyn Plaza Office/Residential 43.7% to 50.4% 33,474 18,586 36,870 06/22 L+195 2.05%
Other Various Various 40,116 91,686 580,142 Various Various Various
$ 3,297,389 $ 2,228,530 $ 5,761,705
7 West 34th Street Office/Retail 53.0% (60,918) (3) 159,000 300,000 06/26 N/A 3.65%
85 Tenth Avenue Office/Retail 49.9% (18,067) (3) 311,875 625,000 12/26 N/A 4.55%
$ (78,985) $ 470,875 $ 925,000

________________________________

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

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

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

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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Percentage Ownership at December 31, 2021 Our Share of Net Income (Loss) for the Three Months Ended December 31, Our Share of NOI (non-GAAP) for the Three Months Ended December 31,
2021 2020 2021 2020
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Equity in net income 51.5% $ 14,830 (1) $ 7,432 $ 35,831 $ 30,902
Return on preferred equity, net of our share of the expense 9,431 9,431
24,261 16,863 35,831 30,902
Alexander's 32.4% 16,928 (2) 5,906 8,751 10,259
85 Tenth Avenue 49.9% (3,032) (1,793) 2,229 3,585
280 Park Avenue 50.0% 1,603 895 9,804 9,251
512 West 22nd Street 55.0% (1,465) (417) 759 1,240
650 Madison Avenue 20.1% 1,343 (478) 4,999 2,821
7 West 34th Street 53.0% 1,213 1,176 3,741 3,685
Independence Plaza 50.1% (1,083) (2,260) 4,607 3,743
61 Ninth Avenue 45.1% 728 624 1,876 1,687
West 57th Street properties 50.0% (265) (340) 7 (49)
One Park Avenue (3) 4,525 6,818
Other, net Various 2,068 (39) 3,725 1,209
42,299 24,662 76,329 75,151
Other:
Alexander's corporate fee income 32.4% 1,807 (2) 1,531 1,030 382
Rosslyn Plaza 43.7% to 50.4% 356 (7) 1,016 1,075
Other, net Various (713) (1,619) 848 344
1,450 (95) 2,894 1,801
Total $ 43,749 $ 24,567 $ 79,223 $ 76,952

______________________________

(1)2021 includes decreases in our share of depreciation and amortization expense compared to the prior year of $3,166, primarily resulting from non-cash impairment losses recognized during 2020.

(2)2021 includes our $11,620 share of net gain on the sale of the Paramus, New Jersey property to IKEA, and $750 of sales commission paid by Alexander's.

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

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UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Percentage Ownership at December 31, 2021 Our Share of Net Income (Loss) for the Year Ended December 31, Our Share of NOI (non-GAAP) for the Year Ended December 31,
2021 2020 2021 2020
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Equity in net income 51.5% $ 47,144 (1) $ 21,063 (2) $ 131,363 $ 122,847 (2)
Return on preferred equity, net of our share of the expense 37,416 37,357
Non-cash impairment loss (413,349)
84,560 (354,929) 131,363 122,847
Alexander's 32.4% 34,692 (3) 13,326 (4) 37,318 35,912 (4)
One Park Avenue (5) 11,518 11,757 17,348 22,358
85 Tenth Avenue 49.9% (11,501) (6,390) 9,333 15,720
Independence Plaza 50.1% (6,212) (4,301) 16,876 18,891
280 Park Avenue 50.0% 5,454 4,767 38,806 39,318
7 West 34th Street 53.0% 4,590 4,289 14,681 14,347
61 Ninth Avenue 45.1% 3,073 2,846 7,272 6,993
512 West 22nd Street 55.0% (2,056) (1,462) 5,361 4,447
West 57th Street properties 50.0% (887) (1,295) 233 (124)
650 Madison Avenue 20.1% 186 (1,783) 14,013 11,255
Other, net Various 1,984 1,437 8,117 4,483
125,401 (331,738) 300,721 296,447
Other:
Alexander's corporate fee income 32.4% 5,429 (3) 5,309 2,819 2,398
Rosslyn Plaza 43.7% to 50.4% 1,407 295 4,094 4,697
Other, net Various (1,720) (2,978) 3,224 2,953
5,116 2,626 10,137 10,048
Total $ 130,517 $ (329,112) $ 310,858 $ 306,495

____________________________

(1)2021 includes decreases in our share of depreciation and amortization expense compared to the prior year of $17,448, primarily resulting from non-cash impairment losses recognized during 2020.

(2)2020 includes $3,125 of write-offs of lease receivables deemed uncollectible.

(3)2021 includes our $11,620 share of net gain on the sale of the Paramus, New Jersey property to IKEA, and our $2,956 of net gain on the sale of a parcel of land in the Bronx, New York. We also recognized $750 and $300, respectively, of sales commissions paid by Alexander's in connection with these sales.

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

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

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CAPITAL STRUCTURE (unaudited)
(Amounts in thousands, except per share and per unit amounts)
As of
December 31, 2021
Debt (contractual balances) (non-GAAP):
Consolidated debt(1):
Mortgages payable $ 6,099,215
Senior unsecured notes 1,200,000
800 Million unsecured term loan 800,000
2.75 Billion unsecured revolving credit facilities 575,000
8,674,215
Pro rata share of debt of non-consolidated entities 2,699,405
Less: Noncontrolling interests' share of consolidated debt(primarily 1290 Avenue of the Americas and 555 California Street) (682,059)
10,691,561 (A)
Liquidation Preference
Perpetual Preferred:
3.25% preferred units (D-17) (141,400 units @ 25 per unit) 3,535
5.40% Series L preferred shares $ 25.00 300,000
5.25% Series M preferred shares 25.00 319,500
5.25% Series N preferred shares 25.00 300,000
4.45% Series O preferred shares 25.00 300,000
1,223,035 (B)
December 31, 2021 Common Share Price
Equity:
Common shares $ 41.86 8,025,567
Class A units 41.86 542,087
Convertible share equivalents:
Equity awards - unit equivalents 41.86 45,334
D-13 preferred units 41.86 46,674
G1-G4 units 41.86 3,014
Series A preferred shares 41.86 1,047
8,663,723 (C)
Total Market Capitalization (A+B+C) $ 20,578,319

All values are in US Dollars.

________________________________

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

  • 33 -

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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):
Fourth Quarter 2021 Third Quarter 2021 Second Quarter 2021 First Quarter 2021
High price $ 46.64 $ 47.86 $ 50.91 $ 49.50
Low price $ 38.82 $ 40.17 $ 44.12 $ 35.02
Closing price - end of quarter $ 41.86 $ 42.01 $ 46.67 $ 45.39
Annualized quarterly dividend per share $ 2.12 $ 2.12 $ 2.12 $ 2.12
Annualized dividend yield - on closing price 5.1 % 5.0 % 4.5 % 4.7 %
Outstanding shares, Class A units and convertible preferred units as converted (in thousands) 206,969 206,969 206,595 206,600
Closing market value of outstanding shares, Class A units and convertible preferred units as converted $ 8.7 Billion $ 8.7 Billion $ 9.6 Billion $ 9.4 Billion
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DEBT ANALYSIS (unaudited)
(Amounts in thousands)
As of December 31, 2021
Total Variable Fixed
(Contractual debt balances) (non-GAAP) Amount Weighted<br>Average<br>Interest Rate Amount Weighted<br>Average<br>Interest Rate Amount Weighted<br>Average<br>Interest Rate
Consolidated debt(1) $ 8,674,215 2.29% $ 4,534,215 1.59% $ 4,140,000 3.06%
Pro rata share of debt of non-consolidated entities 2,699,405 2.81% 1,267,224 1.78% 1,432,181 3.72%
Total 11,373,620 2.41% 5,801,439 1.63% 5,572,181 3.23%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street) (682,059) (682,059)
Company's pro rata share of total debt $ 10,691,561 2.45% $ 5,119,380 1.60% $ 5,572,181 3.23%
Debt Covenant Ratios:(2) Senior Unsecured Notes due 2025, 2026 and 2031 Unsecured Revolving Credit Facilities<br>and Unsecured Term Loan
--- --- --- --- ---
Required Actual Required Actual
Total outstanding debt/total assets(3) Less than 65% 47% Less than 60% 34%
Secured debt/total assets Less than 50% 32% Less than 50% 24%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense) Greater than 1.50 3.00 N/A
Fixed charge coverage N/A Greater than 1.40 2.93
Unencumbered assets/unsecured debt Greater than 150% 362% N/A
Unsecured debt/cap value of unencumbered assets N/A Less than 60% 21%
Unencumbered coverage ratio N/A Greater than 1.50 5.40 Unencumbered EBITDA (non-GAAP)(2):
--- --- ---
Q4 2021<br>Annualized
New York $ 201,988
Other 77,220
Total $ 279,208

________________________________

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

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

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

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CONSOLIDATED DEBT MATURITIES (CONTRACTUAL BALANCES) (NON-GAAP) (unaudited)
(Amounts in thousands)
Property Maturity<br><br>Date (1) Spread over<br>LIBOR Interest <br>Rate 2022 2023 2024 2025 2026 Thereafter Total
770 Broadway 03/22 L+175 1.85% $ 700,000 $ $ $ $ $ $ 700,000
$800 Million unsecured term loan 02/24 3.70% (2) 800,000 800,000
435 Seventh Avenue - retail 02/24 L+130 1.40% 95,696 95,696
$1.5 Billion unsecured revolving credit facility 03/24 L+90 1.00% 575,000 575,000
100 West 33rd Street - office and retail 04/24 L+155 1.65% 580,000 580,000
150 West 34th Street 05/24 L+188 1.98% 205,000 205,000
606 Broadway 09/24 L+180 1.90% 74,119 74,119
33-00 Northern Boulevard 01/25 4.14% (3) 100,000 100,000
Senior unsecured notes due 2025 01/25 3.50% 450,000 450,000
4 Union Square South - retail 08/25 L+140 1.50% 120,000 120,000
PENN 11 10/25 2.23% (4) 500,000 500,000
888 Seventh Avenue 12/25 L+170 1.80% 299,400 299,400
One Park Avenue 03/26 L+111 1.22% 525,000 525,000
$1.25 Billion unsecured revolving credit facility 04/26 L+89 —%
Senior unsecured notes due 2026 06/26 2.15% 400,000 400,000
350 Park Avenue 01/27 3.92% 400,000 400,000
555 California Street 05/28 2.20% (5) 1,200,000 1,200,000
1290 Avenue of the Americas 11/28 L+151 1.62% 950,000 950,000
909 Third Avenue 04/31 3.23% 350,000 350,000
Senior unsecured notes due 2031 06/31 3.40% 350,000 350,000
$ 700,000 $ $ 2,329,815 $ 1,469,400 $ 925,000 $ 3,250,000 $ 8,674,215
Weighted average rate 1.85% —% 2.22% 2.60% 1.62% 2.48% 2.29%
Fixed rate debt $ $ $ 750,000 $ 1,050,000 $ 400,000 $ 1,940,000 $ 4,140,000
Fixed weighted average rate expiring —% —% 3.87% 2.95% 2.15% 2.98% 3.06%
Floating rate debt $ 700,000 $ $ 1,579,815 $ 419,400 $ 525,000 $ 1,310,000 $ 4,534,215
Floating weighted average rate expiring 1.85% —% 1.44% 1.72% 1.22% 1.73% 1.59%

________________________________

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

(2)Pursuant to an existing swap agreement, $750,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000 floats at a rate of LIBOR plus 1.00% (1.10% as of December 31, 2021). The entire $800,000 will float thereafter for the duration of the loan.

(3)Pursuant to an existing swap agreement, the loan bears interest at 4.14% through January 2025. The rate was swapped from LIBOR plus 1.80% (1.91% as of December 31, 2021).

(4)On December 1, 2021, we completed a loan modification which reduced the interest on the mortgage loan to LIBOR plus 1.95% (2.05% as of December 31, 2021) from LIBOR plus 2.75%, resulting in a fixed rate of 2.23% pursuant to the existing interest rate swap agreement expiring in March 2024.

(5)Pursuant to an existing swap agreement, our $840,000 share of the loan bears interest at a fixed rate of 2.26% through May 2024, and the balance of $360,000 floats at a rate of LIBOR plus 1.93% (2.04% as of December 31, 2021). The entire $1,200,000 will float thereafter for the duration of the loan.

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TOP 30 TENANTS (unaudited)
(Amounts in thousands, except square feet) Tenants Square<br><br>Footage<br><br>At Share Annualized<br><br>Escalated Rents<br><br>At Share(1) % of Total Annualized<br><br>Escalated Rents<br><br>At Share
--- --- --- --- --- ---
Meta Platforms, Inc. (formerly Facebook, Inc.) 1,451,153 $ 156,036 8.6 %
IPG and affiliates 967,552 66,748 3.7 %
Google/Motorola Mobility (guaranteed by Google) 759,446 42,785 2.4 %
New York University 632,628 40,948 2.3 %
Bloomberg L.P. 304,385 38,237 2.1 %
Equitable Financial Life Insurance Company 336,644 35,196 1.9 %
Swatch Group USA 14,949 32,349 1.8 %
Verizon Media Group 313,726 31,475 1.7 %
Amazon (including its Whole Foods subsidiary) 312,694 29,353 1.6 %
The City of New York 636,573 25,887 1.4 %
Neuberger Berman Group LLC 306,612 25,044 1.4 %
Bank of America 247,459 23,774 1.3 %
Madison Square Garden & Affiliates 413,735 23,582 1.3 %
AMC Networks, Inc. 326,717 22,886 1.3 %
LVMH Brands 65,060 22,240 1.2 %
Apple 336,755 19,448 1.1 %
Victoria's Secret (guaranteed by L Brands, Inc.) 33,156 18,892 1.0 %
PwC 241,196 17,938 1.0 %
Macy's 250,350 16,770 0.9 %
Fast Retailing (Uniqlo) 47,167 13,362 0.7 %
Cushman & Wakefield 127,485 12,950 0.7 %
Citadel 119,421 11,976 0.7 %
Foot Locker 149,987 11,503 0.6 %
Hollister 11,302 11,135 0.6 %
Axon Capital 93,127 10,975 0.6 %
Kirkland & Ellis LLP 106,751 10,903 0.6 %
Forest Laboratories (guaranteed by ABBVIE Inc.) 168,673 10,763 0.6 %
Manufacturers & Traders Trust 102,622 10,177 0.6 %
Alston & Bird LLP 126,872 10,099 0.6 %
WSP USA 172,666 9,836 0.5 %
44.8 %

________________________________

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

  • 37 -

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SQUARE FOOTAGE (unaudited)
(Square feet in thousands)
At Vornado's Share
At<br>100% Under Development or Not Available for Lease In Service
Total Office Retail Showroom Other
Segment:
New York:
Office 20,630 17,945 1,188 16,574 183
Retail 2,693 2,244 419 1,825
Residential - 1,674 units 1,518 785 785
Alexander's (32.4% interest), including 312 residential units 2,454 795 76 297 340 82
27,295 21,769 1,683 16,871 2,165 183 867
Other:
theMART 3,900 3,891 208 2,071 100 1,296 216
555 California Street (70% interest) 1,818 1,273 1,240 33
Other 2,845 1,346 192 212 831 111
8,563 6,510 400 3,523 964 1,296 327
Total square feet at December 31, 2021 35,858 28,279 2,083 20,394 3,129 1,479 1,194
Total square feet at September 30, 2021 35,795 28,218 2,984 19,486 3,074 1,479 1,195
Parking Garages (not included above): Square Feet Number of <br>Garages Number of <br>Spaces
New York 1,669 10 4,875
theMART 558 4 1,643
555 California Street 168 1 453
Rosslyn Plaza 411 4 1,094
Total at December 31, 2021 2,806 19 8,065
  • 38 -

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OCCUPANCY (unaudited)
New York theMART 555 California Street
Occupancy rate at:
December 31, 2021 91.3 % 88.9 % 93.8 % (1)
September 30, 2021 90.4 % 89.6 % 98.1 %
December 31, 2020 92.2 % 89.5 % 98.4 %
September 30, 2020 94.3 % 89.8 % 98.4 %

________________________________

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

RESIDENTIAL STATISTICS (unaudited)
Vornado's Ownership Interest
Number of Units Number of Units Occupancy Rate Average Monthly<br>Rent Per Unit
New York:
December 31, 2021 1,986 951 96.4% $3,776
September 30, 2021 1,986 951 95.9% $3,756
December 31, 2020 1,995 960 84.9% $3,714
September 30, 2020 1,996 960 85.2% $3,718
  • 39 -

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GROUND LEASES (unaudited)
(Amounts in thousands, except square feet)
Property Current Annual<br>Rent at Share Next Option Renewal Date Fully Extended<br>Lease Expiration Rent Increases and Other Information
Consolidated:
New York:
Farley (95% interest) $ 4,750 None 2116 None
PENN 1:
Land 2,500 2023 2098 Three 25-year renewal options at fair market value ("FMV").
Long Island Railroad Concourse Retail (1) 2023 2098 Three 25-year renewal options. Rent increases at a rate based on the increase in gross income reduced by the increase in real estate taxes and operating expenses. The next rent increase occurs in 2028 and every ten years thereafter.
260 Eleventh Avenue 4,318 None 2114 Rent increases annually by the lesser of CPI or 1.5% compounded. We have a purchase option exercisable at a future date for $110,000 increased annually by the lesser of CPI or 1.5% compounded.
888 Seventh Avenue 3,350 2028 2067 Two 20-year renewal options at FMV.
Piers 92 & 94 1,000 2060 2110 None
330 West 34th Street -<br>65.2% ground leased TBD (2) 2021 2149 Three 30-year and one 39-year renewal option at FMV.
909 Third Avenue 1,600 2041 2063 One 22-year renewal option at current annual rent.
962 Third Avenue (the Annex building to 150 East 58th Street) - 50.0% ground leased 666 None 2118 Rent resets every ten years to FMV.
Other:
Wayne Town Center 5,018 2035 2064 Two 10-year renewal options and one 9-year renewal option. Rent increases annually by the greater of CPI or 6%.
Annapolis 650 None 2042 Fixed rent increases to $750 per annum in 2032.
Unconsolidated:
61 Ninth Avenue<br><br>(45.1% interest) 3,553 None 2115 Rent increases in April 2023 and every three years thereafter based on CPI, subject to a cap. In 2051, 2071 and 2096, rent resets based on the increase in the property's gross revenue net of real estate taxes, if greater than the CPI reset.
Flushing (Alexander's)<br><br>(32.4% interest) 259 2027 2037 One 10-year renewal option at 90% of FMV.

________________________________

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

(2)FMV rent reset for 30-year renewal term is in arbitration. When finalized, the reset will be retroactively applied to January 1, 2021, an estimate of which has been accrued.

  • 40 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK:
PENN District:
PENN 1
(ground leased through 2098)** Cisco, Hartford Fire Insurance, Empire Healthchoice Assurance, Inc.*,
-Office 100.0 % 81.8 % $ 70.34 2,237,000 2,213,000 24,000 United Healthcare Services, Inc., Siemens Mobility, WSP USA
-Retail 100.0 % 100.0 % 160.74 310,000 77,000 233,000 Bank of America, Starbucks
100.0 % 82.4 % 73.73 2,547,000 2,290,000 257,000 $
PENN 2
-Office 100.0 % 100.0 % 57.55 1,577,000 413,000 1,164,000 Madison Square Garden, EMC
-Retail 100.0 % 100.0 % 212.53 43,000 15,000 28,000 Chase Manhattan Bank
100.0 % 100.0 % 62.98 1,620,000 428,000 1,192,000 575,000 (3)
Farley Office and Retail<br><br>(ground and building leased through 2116)**
-Office 95.0 % 100.0 % 110.40 730,000 730,000 Meta Platforms, Inc. (formerly Facebook, Inc.)
-Retail 95.0 % 100.0 % 382.84 115,000 26,000 89,000 Duane Reade, Magnolia Bakery, Starbucks, Birch Coffee, H&H Bagels
95.0 % 100.0 % 119.30 845,000 756,000 89,000
PENN 11
Apple, Madison Square Garden, AMC Networks, Inc.,
-Office 100.0 % 100.0 % 65.46 1,113,000 1,113,000 TIBCO Software Inc., Macy's
-Retail 100.0 % 80.1 % 141.01 40,000 40,000 PNC Bank National Association, Starbucks
100.0 % 99.3 % 67.58 1,153,000 1,153,000 500,000
100 West 33rd Street
-Office 100.0 % 95.3 % 70.72 859,000 859,000 398,402 IPG and affiliates
Manhattan Mall
-Retail 100.0 % 18.3 % 50.96 257,000 257,000 181,598 Aeropostale, Candytopia*
330 West 34th Street
(65.2% ground leased through 2149)** Structure Tone,
-Office 100.0 % 73.8 % 74.65 703,000 703,000 Deutsch, Inc., Web.com, Footlocker, Home Advisor, Inc.
-Retail 100.0 % 91.1 % 126.83 22,000 22,000 Starbucks
100.0 % 74.2 % 76.11 725,000 725,000 50,150 (4)
435 Seventh Avenue
-Retail 100.0 % 100.0 % 35.22 43,000 43,000 95,696 Forever 21
7 West 34th Street
-Office 53.0 % 100.0 % 77.19 458,000 458,000 Amazon
-Retail 53.0 % 100.0 % 341.46 19,000 19,000 Amazon, Lindt, Naturalizer (guaranteed by Caleres)
53.0 % 100.0 % 87.96 477,000 477,000 300,000
431 Seventh Avenue
-Retail 100.0 % % 10,000 10,000
138-142 West 32nd Street
-Retail 100.0 % 100.0 % 122.11 8,000 8,000
150 West 34th Street
-Retail 100.0 % 100.0 % 112.53 78,000 78,000 205,000 Old Navy
  • 41 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
PENN District (Continued):
137 West 33rd Street
-Retail 100.0 % 100.0 % $ 98.17 3,000 3,000 $
131-135 West 33rd Street
-Retail 100.0 % 100.0 % 58.44 23,000 23,000
Other (3 buildings)
-Retail 100.0 % 100.0 % 181.34 16,000 16,000
Total PENN District 8,664,000 7,126,000 1,538,000 2,305,846
Midtown East:
909 Third Avenue
(ground leased through 2063)** IPG and affiliates, Forest Laboratories,
-Office 100.0 % 96.7 % 63.66 (5) 1,350,000 1,350,000 350,000 Geller & Company, Morrison Cohen LLP,
United States Post Office, Sard Verbinnen
150 East 58th Street(6)
-Office 100.0 % 88.2 % 78.68 542,000 542,000 Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail 100.0 % 100.0 % 96.02 3,000 3,000
100.0 % 88.3 % 78.77 545,000 545,000
715 Lexington Avenue
-Retail 100.0 % 100.0 % 258.30 22,000 10,000 12,000 Orangetheory Fitness, Casper, Santander Bank
966 Third Avenue
-Retail 100.0 % 100.0 % 102.04 7,000 7,000 McDonald's
968 Third Avenue
-Retail 50.0 % 100.0 % 176.93 7,000 7,000 Wells Fargo
Total Midtown East 1,931,000 1,919,000 12,000 350,000
Midtown West:
888 Seventh Avenue
(ground leased through 2067)** Axon Capital LP, Lone Star US Acquisitions LLC,
-Office 100.0 % 94.5 % 96.02 872,000 872,000 Vornado Executive Headquarters, United Talent Agency
-Retail 100.0 % 100.0 % 259.99 15,000 15,000 Redeye Grill L.P.
100.0 % 94.6 % 97.56 887,000 887,000 299,400
57th Street - 2 buildings
-Office 50.0 % 80.6 % 60.78 81,000 81,000
-Retail 50.0 % 100.0 % 126.22 22,000 22,000
50.0 % 83.9 % 73.77 103,000 103,000 20,000
825 Seventh Avenue
-Office 50.0 % 44.6 % 59.53 168,000 168,000 54,289 Young Adult Institute Inc.
-Retail 100.0 % 48.6 % 72.57 4,000 4,000
44.7 % 59.86 172,000 172,000 54,289
Total Midtown West 1,162,000 1,162,000 373,689
  • 42 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Park Avenue:
280 Park Avenue Cohen & Steers Inc., Franklin Templeton Co. LLC,
-Office 50.0 % 98.0 % $ 109.29 1,236,000 1,236,000 PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail 50.0 % 100.0 % 82.26 28,000 28,000 Scottrade Inc., Starbucks, Fasano Restaurant
50.0 % 98.1 % 108.68 1,264,000 1,264,000 $ 1,200,000
350 Park Avenue Citadel, Kissinger Associates Inc., Marshall Wace North America,
-Office 100.0 % 72.3 % 102.95 563,000 563,000 M&T Bank, Square Mile Capital Management
-Retail 100.0 % 91.5 % 263.26 18,000 18,000 Fidelity Investments, AT&T Wireless, Valley National Bank
100.0 % 72.8 % 109.03 581,000 581,000 400,000
Total Park Avenue 1,845,000 1,845,000 1,600,000
Grand Central:
90 Park Avenue Alston & Bird, Capital One, PwC, MassMutual,
-Office 100.0 % 99.4 % 79.77 938,000 938,000 Factset Research Systems Inc., Foley & Lardner
-Retail 100.0 % 72.8 % 161.68 18,000 18,000 Citibank, Starbucks
100.0 % 98.9 % 80.87 956,000 956,000
510 Fifth Avenue
-Retail 100.0 % 51.5 % 224.84 66,000 66,000 The North Face
Total Grand Central 1,022,000 1,022,000
Madison/Fifth:
640 Fifth Avenue Fidelity Investments, Abbott Capital Management*,
-Office 52.0 % 82.9 % 102.67 246,000 246,000 Avolon Aerospace, GCA Savvian Inc.
-Retail 52.0 % 96.1 % 1,029.57 69,000 69,000 Victoria's Secret (guaranteed by L Brands, Inc.), Dyson
52.0 % 84.9 % 262.02 315,000 315,000 500,000
666 Fifth Avenue
-Retail 52.0 % 100.0 % 506.74 114,000(7) 114,000 Fast Retailing (Uniqlo), Hollister, Tissot
595 Madison Avenue LVMH Moet Hennessy Louis Vuitton Inc.
-Office 100.0 % 80.1 % 80.00 300,000 300,000 Albea Beauty Solutions, Aerin LLC
-Retail 100.0 % 100.0 % 719.91 32,000 32,000 Fendi, Berluti, Christofle Silver Inc.
100.0 % 81.4 % 129.86 332,000 332,000
650 Madison Avenue Memorial Sloan Kettering Cancer Center, Sotheby's International Realty, Inc.,
-Office 20.1 % 93.0 % 110.01 564,000 564,000 Polo Ralph Lauren, Willett Advisors LLC (Bloomberg Philanthropies)
-Retail 20.1 % 100.0 % 972.08 37,000 37,000 Moncler USA Inc., Tod's, Celine, Balmain
20.1 % 93.3 % 146.35 601,000 601,000 800,000
689 Fifth Avenue
-Office 52.0 % 100.0 % 91.04 81,000 81,000 Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail 52.0 % 62.0 % 1,393.01 17,000 17,000 MAC Cosmetics, Canada Goose
52.0 % 93.9 % 230.34 98,000 98,000
655 Fifth Avenue
-Retail 50.0 % 100.0 % 272.85 57,000 57,000 Ferragamo
697-703 Fifth Avenue
-Retail 44.8 % 100.0 % 3,383.69 26,000 26,000 450,000 Swatch Group USA, Harry Winston
Total Madison/Fifth 1,543,000 1,543,000 1,750,000
  • 43 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Midtown South:
770 Broadway
-Office 100.0 % 100.0 % $ 104.15 1,077,000 1,077,000 Meta Platforms, Inc. (formerly Facebook, Inc.), Verizon Media Group
-Retail 100.0 % 92.0 % 87.65 105,000 105,000 Bank of America N.A., Wegmans Food Markets
100.0 % 99.3 % 102.88 1,182,000 1,182,000 $ 700,000
One Park Avenue New York University, Clarins USA Inc.,
BMG Rights Management LLC, Robert A.M. Stern Architect,
-Office 100.0 % 97.5 % 66.88 866,000 866,000 automotiveMastermind
-Retail 100.0 % 90.1 % 83.46 78,000 78,000 Bank of Baroda, Citibank, Equinox
100.0 % 96.9 % 68.13 944,000 944,000 525,000
4 Union Square South
-Retail 100.0 % 99.3 % 122.04 204,000 204,000 120,000 Burlington, Whole Foods Market, DSW, Sephora
692 Broadway
-Retail 100.0 % 64.4 % 68.04 36,000 36,000 Equinox
Total Midtown South 2,366,000 2,366,000 1,345,000
Rockefeller Center:
1290 Avenue of the Americas Equitable Financial Life Insurance Company, Hachette Book Group Inc.,
Bryan Cave LLP, Neuberger Berman Group LLC, SSB Realty LLC,
Cushman & Wakefield, Columbia University, LinkLaters, Venable LLP
-Office 70.0 % 100.0 % 89.53 2,043,000 2,043,000 Fubotv Inc
-Retail 70.0 % 84.1 % 296.55 77,000 77,000 Duane Reade, JPMorgan Chase Bank, Sovereign Bank, Starbucks
70.0 % 99.6 % 94.33 2,120,000 2,120,000 950,000
Wall Street/Downtown:
40 Fulton Street
-Office 100.0 % 84.4 % 54.22 246,000 246,000 Safety National Casualty Corp, Fortune Media Corp.
-Retail 100.0 % 100.0 % 118.87 5,000 5,000 TD Bank
100.0 % 84.7 % 55.65 251,000 251,000
SoHo:
478-486 Broadway - 2 buildings(8)
-Retail 100.0 % 100.0 % 299.67 69,000 13,000 56,000 Madewell, J. Crew
-Residential (10 units) 100.0 % 90.0 % 20,000 20,000
100.0 % 89,000 33,000 56,000
606 Broadway (19 East Houston Street)
-Office 50.0 % 100.0 % 119.01 30,000 30,000 WeWork
-Retail 50.0 % 100.0 % 655.55 6,000 6,000 HSBC, Harman International
50.0 % 100.0 % 189.58 36,000 36,000 74,119
443 Broadway
-Retail 100.0 % 100.0 % 62.16 16,000 16,000 Blick Art Materials
  • 44 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
SoHo (Continued):
304 Canal Street
-Retail 100.0 % 100.0 % $ 48.23 4,000 4,000 Stellar Works
-Residential (4 units) 100.0 % 100.0 % 9,000 9,000
100.0 % 13,000 13,000 $
334 Canal Street
-Retail 100.0 % 100.0 % 30.36 4,000 4,000
-Residential (4 units) 100.0 % 100.0 % 10,000 10,000
100.0 % 14,000 14,000
155 Spring Street(8)
-Retail 100.0 % 88.6 % 133.42 50,000 50,000 Vera Bradley
148 Spring Street
-Retail 100.0 % 72.7 % 248.83 8,000 8,000 Dr. Martens
150 Spring Street
-Retail 100.0 % 74.2 % 93.37 6,000 6,000
-Residential (1 unit) 100.0 % 100.0 % 1,000 1,000
100.0 % 7,000 7,000
Total SoHo 233,000 177,000 56,000 74,119
Times Square:
1540 Broadway Forever 21, Disney, Sunglass Hut,
-Retail 52.0 % 79.9 % 175.29 161,000 161,000 MAC Cosmetics, U.S. Polo
1535 Broadway
-Retail 52.0 % 95.3 % 1,128.72 45,000 45,000 T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre 52.0 % 100.0 % 14.43 62,000 62,000 Nederlander-Marquis Theatre
52.0 % 98.2 % 420.60 107,000 107,000
Total Times Square 268,000 268,000
Upper East Side:
1131 Third Avenue
-Retail 100.0 % 100.0 % 188.82 23,000 23,000 Nike, Crunch LLC, J.Jill
759-771 Madison Avenue (40 East 66th Street)
-Residential (4 units) 100.0 % 100.0 % 10,000 10,000
10,000 10,000
Total Upper East Side 33,000 33,000
Long Island City:
33-00 Northern Boulevard (Center Building)
-Office 100.0 % 92.4 % 35.61 498,000 498,000 100,000 The City of New York, NYC Transit Authority
  • 45 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office 100.0 % 95.5 % $ 46.79 209,000 209,000 $ The City of New York
85 Tenth Avenue
-Office 49.9 % 90.5 % 95.18 595,000 595,000 Google, Telehouse International Corp., L-3 Communications
-Retail 49.9 % 75.6 % 95.46 43,000 43,000 L'Atelier, Clear Secure, Inc.
49.9 % 89.6 % 95.19 638,000 638,000 625,000
537 West 26th Street
-Retail 100.0 % 100.0 % 162.49 17,000 17,000 The Chelsea Factory Inc.
61 Ninth Avenue (2 buildings)
(ground leased through 2115)**
-Office 45.1 % 100.0 % 130.40 155,000 155,000 Aetna Life Insurance Company
-Retail 45.1 % 55.1 % 357.06 37,000 37,000 Starbucks
45.1 % 94.5 % 146.70 192,000 192,000 167,500
512 West 22nd Street Warner Media, Next Jump, Pura Vida Investments,
-Office 55.0 % 71.3 % 119.15 164,000 164,000 Capricorn Investment Group
-Retail 55.0 % 100.0 % 98.32 8,000 8,000 Galeria Nara Roesler, Harper's Books
55.0 % 72.6 % 117.82 172,000 172,000 131,210
Total Chelsea/Meatpacking District 1,228,000 1,228,000 923,710
Upper West Side:
50-70 W 93rd Street
-Residential (324 units) 49.9 % 96.3 % 283,000 283,000 83,500
Tribeca:
Independence Plaza
-Residential (1,327 units) 50.1 % 96.7 % 1,185,000 1,185,000
-Retail 50.1 % 100.0 % 67.87 72,000 64,000 8,000 Duane Reade
50.1 % 1,257,000 1,249,000 8,000 675,000
339 Greenwich Street
-Retail 100.0 % 100.0 % 71.31 8,000 8,000 Sarabeth's
Total Tribeca 1,265,000 1,257,000 8,000 675,000
New Jersey:
Paramus
-Office 100.0 % 85.2 % 24.91 129,000 129,000 Vornado's Administrative Headquarters
  • 46 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br>(non-GAAP)<br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Properties to be Developed:
PENN 15 (Hotel Pennsylvania site)
-Land 100.0 % $ $
57th Street
-Land 50.0 %
Eighth Avenue and 34th Street
-Land 100.0 %
New York Office:
Total 92.4 % $ 82.84 20,630,000 19,442,000 1,188,000 $ 8,645,951
Vornado's Ownership Interest 92.2 % $ 80.01 17,945,000 16,757,000 1,188,000 $ 6,206,944
New York Retail:
Total 82.7 % $ 262.76 2,693,000 2,267,000 426,000 $ 1,126,413
Vornado's Ownership Interest 80.7 % $ 214.22 2,244,000 1,825,000 419,000 $ 840,890
New York Residential:
Total 96.4 % 1,518,000 1,518,000 $ 758,500
Vornado's Ownership Interest 96.4 % 785,000 785,000 $ 379,841
  • 47 -

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NEW YORK SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
ALEXANDER'S, INC.:
New York:
731 Lexington Avenue, Manhattan
-Office 32.4 % 100.0 % $ 126.09 939,000 916,000 23,000 $ 500,000 Bloomberg L.P.
-Retail 32.4 % 90.3 % 239.42 140,000 140,000 300,000 The Home Depot, Hutong
32.4 % 98.9 % 138.14 1,079,000 1,056,000 23,000 800,000
Rego Park I, Queens (4.8 acres) 32.4 % 100.0 % 48.88 338,000 260,000 78,000 Burlington, Bed Bath & Beyond, Marshalls, IKEA
Rego Park II (adjacent to Rego Park I),
Queens (6.6 acres) 32.4 % 84.4 % 63.60 615,000 480,000 135,000 202,544 Costco, Kohl's, TJ Maxx
Flushing, Queens (1.0 acre ground leased through 2037)** 32.4 % 100.0 % 31.31 167,000 167,000 New World Mall LLC
The Alexander Apartment Tower,
Rego Park, Queens, NY
Residential (312 units) 32.4 % 95.2 % 255,000 255,000 94,000
Property to be Developed:
Rego Park III (adjacent to Rego Park II),
Queens, NY (3.2 acres) 32.4 %
Total Alexander's 32.4 % 95.6 % 99.89 2,454,000 2,218,000 236,000 1,096,544
Total New York 91.8 % $ 98.83 27,295,000 25,445,000 1,850,000 $ 11,627,408
Vornado's Ownership Interest 91.3 % $ 91.42 21,769,000 20,086,000 1,683,000 $ 7,782,955

________________________________

*    Lease not yet commenced.

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

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

(2)Represents contractual debt obligations.

(3)Secured amount outstanding on revolving credit facilities.

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

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

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

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

(8)478-482 Broadway and 155 Spring Street sold on January 13, 2022.

  • 48 -

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OTHER SEGMENT
PROPERTY TABLE
%<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
theMART:
theMART, Chicago Motorola Mobility (guaranteed by Google),
CCC Information Services, Publicis Groupe (Razorfish),
1871, ANGI Home Services, Inc, Yelp Inc., Paypal, Inc.,
Allscripts Healthcare, Kellogg Company,
Chicago School of Professional Psychology, ConAgra Foods Inc.,
Innovation Development Institute, Inc.,
-Office 100.0 % 86.9 % $ 50.07 2,071,000 2,071,000 Allstate Insurance Company, Medline Industries, Inc*
Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
-Showroom/Trade show 100.0 % 91.8 % 59.82 1,512,000 1,512,000 Allsteel Inc., Teknion LLC
-Retail 100.0 % 82.8 % 58.42 90,000 90,000
100.0 % 88.8 % 54.42 3,673,000 3,673,000 $
Other (2 properties) 50.0 % 100.0 % 47.75 19,000 19,000 29,825
Total theMART, Chicago 3,692,000 3,692,000 29,825
Piers 92 and 94 (New York)<br><br>(ground and building leased through 2110)** 100.0 % 208,000 208,000
Property to be Developed:
527 West Kinzie, Chicago 100.0 %
Total theMART 88.9 % $ 54.38 3,900,000 3,692,000 208,000 $ 29,825
Vornado's Ownership Interest 88.9 % $ 54.40 3,891,000 3,683,000 208,000 $ 14,913
555 California Street:
555 California Street 70.0 % 97.8 % $ 90.62 1,505,000 1,505,000 $ 1,200,000 Bank of America, N.A., Dodge & Cox, Goldman Sachs & Co.,
Jones Day, Kirkland & Ellis LLP, Morgan Stanley & Co. Inc.,
McKinsey & Company Inc., UBS Financial Services,
KKR Financial, Microsoft Corporation,
Fenwick & West LLP, Sidley Austin
315 Montgomery Street 70.0 % 100.0 % 82.61 235,000 235,000 Bank of America, N.A., Regus, Ripple Labs Inc., Blue Shield,<br>Lending Home Corporation
345 Montgomery Street 70.0 % % 78,000 78,000
Total 555 California Street 93.8 % $ 89.53 1,818,000 1,818,000 $ 1,200,000
Vornado's Ownership Interest 93.8 % $ 89.53 1,273,000 1,273,000 $ 840,000

________________________________

*    Lease not yet commenced.

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

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

(2)Represents the contractual debt obligations.

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OTHER SEGMENT
PROPERTY TABLE
Property %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(3) Major Tenants
Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
Owned by<br>Company Owned by<br><br>Tenant(2)
OTHER:
Virginia:
Rosslyn Plaza
-Office - 4 buildings 46.2 % 65.1 % $ 50.46 736,000 432,000 304,000 Corporate Executive Board, Nathan Associates, Inc.
-Residential - 2 buildings (197 units) 43.7 % 95.9 % 253,000 253,000
989,000 685,000 304,000 $ 36,870
Fashion Centre Mall 7.5 % 95.7 % 37.28 868,000 868,000 412,700 Macy's, Nordstrom
Washington Tower 7.5 % 75.0 % 53.59 170,000 170,000 42,300 The Rand Corporation
New Jersey:
Wayne Town Center, Wayne<br>(ground leased through 2064)** 100.0 % 100.0 % 35.55 690,000 195,000 443,000 52,000 JCPenney, Costco, Dick's Sporting Goods,
Nordstrom Rack
Atlantic City<br><br>(11.3 acres ground leased through 2070 to MGM<br><br>Growth Properties for a portion of the Borgata Hotel<br><br>and Casino complex) 100.0 % 100.0 % MGM Growth Properties (ground lessee)
Maryland:
Annapolis<br>(ground and building leased through 2042)** 100.0 % 100.0 % 8.99 128,000 128,000 The Home Depot
Total Other 89.7 % $ 37.81 2,845,000 2,046,000 443,000 356,000 $ 491,870
Vornado's Ownership Interest 92.8 % $ 34.33 1,346,000 711,000 443,000 192,000 $ 52,712

________________________________

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

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

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

(3)Represents the contractual debt obligations.

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REAL ESTATE FUND
PROPERTY TABLE
Fund %<br>Ownership %<br>Occupancy Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1) Square Feet Encumbrances<br><br>(non-GAAP)<br><br>(in thousands)(2) Major Tenants
Property Total<br>Property In Service Under Development<br>or Not Available<br>for Lease
VORNADO CAPITAL PARTNERS
REAL ESTATE FUND:
New York, NY:
Lucida, 86th Street and Lexington Avenue
(ground leased through 2082)** Target, Hennes & Mauritz,
-Retail 100.0 % 100.0 % $ 232.95 98,000 98,000 Sephora, Bank of America
-Residential (39 units) 100.0 % 97.4 % 59,000 59,000
100.0 % 157,000 157,000 $ 145,075
Crowne Plaza Times Square (0.64 acres owned in<br><br>fee; 0.18 acres ground leased through 2187 and<br><br>0.05 acres ground leased through 2035)**(3)
-Hotel (795 Rooms)
-Retail 75.7 % 27.9 % 422.42 50,000 50,000 Krispy Kreme, BHT Broadway
-Office 75.7 % 100.0 % 51.70 196,000 196,000 American Management Association, Open Jar, Association for Computing Machinery
75.7 % 86.7 % 73.76 246,000 246,000 274,355
Miami, FL:
1100 Lincoln Road
-Retail 100.0 % 43.7 % 129.43 51,000 51,000
-Theatre 100.0 % 100.0 % 38.77 79,000 79,000 Regal Cinema
100.0 % 78.0 % 58.65 130,000 130,000 82,750
Total Real Estate Fund 88.8 % 87.0 % $ 108.17 533,000 533,000 $ 502,180
Vornado's Ownership Interest 28.6 % 87.0 % $ 103.37 152,000 152,000 $ 146,959

l

________________________________

*    Lease not yet commenced.

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

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

(2)Represents the contractual debt obligations.

(3)We own a 32.8% economic interest through the Fund and the Crowne Plaza Joint Venture.

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INVESTOR INFORMATION
Corporate Officers:
Steven Roth Chairman of the Board and Chief Executive Officer
Michael J. Franco President and Chief Financial Officer
Glen J. Weiss Executive Vice President - Office Leasing - Co-Head of Real Estate
Barry S. Langer Executive Vice President - Development - Co-Head of Real Estate
Haim Chera Executive Vice President - Head of Retail
Thomas J. Sanelli Executive Vice President - Finance and Chief Administrative Officer
RESEARCH COVERAGE
James Feldman Caitlin Burrows/Julien Blouin Alexander Goldfarb/Connor Mitchell
Bank of America/BofA Securities Goldman Sachs Piper Sandler
646-855-5808 212-902-4736/212-357-7297 212-466-7937/203-861-7615
John P. Kim Daniel Ismail/Dylan Burzinski Nicholas Yulico/Jason Wayne
BMO Capital Markets Green Street Advisors Scotia Capital (USA) Inc
212-885-4115 949-640-8780 212-225-6904/212-225-5889
Michael Bilerman/Emmanuel Korchman Anthony Paolone/Ray Zhong Michael Lewis/Joab Dempsey
Citi JP Morgan Truist Securities
212-816-1383/212-816-1382 212-622-6682/212-622-5411 212-319-5659/443-545-4245
Derek Johnston/Tom Hennessy Mark Streeter/Ian Snyder
Deutsche Bank JP Morgan Fixed Income
212-250-5683/212-250-4063 212-834-5086/212-834-3798
Steve Sakwa/Brian Spahn Ronald Kamdem/Jose A. Herrera
Evercore ISI Morgan Stanley
212-446-9462/212-446-9459 212-296-8319/212-761-4913
Research Coverage - is provided as a service to interested parties and not as an endorsement of any report, or representation as to the accuracy of any information contained therein. Opinions, forecasts and other forward-looking statements expressed in analysts' reports are subject to change without notice.
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APPENDIX

DEFINITIONS AND NON-GAAP RECONCILIATIONS

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FINANCIAL SUPPLEMENT DEFINITIONS

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

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

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

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

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

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

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2021
2021 2020 2021 2020
Net income (loss) attributable to common shareholders $ 11,269 $ (209,127) $ 37,689 $ 101,086 $ (348,744)
Per diluted share $ 0.06 $ (1.09) $ 0.20 $ 0.53 $ (1.83)
Certain expense (income) items that impact net income (loss) attributable to common shareholders:
Our share of defeasance costs and write-off of unamortized deferred financing costs related to 1290 Avenue of the Americas refinancing $ 17,882 $ $ $ 17,882 $
After-tax net gain on sale of 220 CPS condominium unit(s) (13,584) (36,274) (8,815) (44,607) (332,099)
Our share of Alexander's gain on sale of Paramus, New Jersey property pursuant to IKEA Property, Inc.'s purchase option (11,620) (11,620)
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary) 9,180 1,688 10,868
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 8,998 6,048 6,492 29,472 31,280
Our share of (income) loss from real estate fund investments (1,564) (1,657) (294) (3,757) 63,114
Real estate impairment losses 236,286 7,880 7,880 236,286
Severance and other reduction-in-force related expenses 23,368 23,368
Tax benefit recognized by our taxable REIT subsidiaries (27,910) (27,910)
Previously capitalized Series K preferred share issuance costs 9,033 9,033
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 409,060
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (sold on January 23, 2020) 4,938
Other 3,251 1,905 (955) (1,379) 12,586
12,543 229,676 (12,881) (14,138) 397,743
Noncontrolling interests' share of above adjustments (835) (13,854) 1,118 1,205 (25,106)
Total of certain expense (income) items that impact net income (loss) attributable to common shareholders $ 11,708 $ 215,822 $ (11,763) $ (12,933) $ 372,637
Per diluted share (non-GAAP) $ 0.06 $ 1.13 $ (0.06) $ (0.07) $ 1.95
Net income attributable to common shareholders, as adjusted (non-GAAP) $ 22,977 $ 6,695 $ 25,926 $ 88,153 $ 23,893
Per diluted share (non-GAAP) $ 0.12 $ 0.04 $ 0.14 $ 0.46 $ 0.12
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2021
2021 2020 2021 2020
Reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net income (loss) attributable to common shareholders $ 11,269 $ (209,127) $ 37,689 $ 101,086 $ (348,744)
Per diluted share $ 0.06 $ (1.09) $ 0.20 $ 0.53 $ (1.83)
FFO adjustments:
Depreciation and amortization of real property $ 117,497 $ 99,196 $ 86,180 $ 373,792 $ 368,556
Real estate impairment losses 236,286 7,880 7,880 236,286
Decrease in fair value of marketable securities 4,938
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 34,418 37,500 35,125 139,247 156,646
Net gain on sale of real estate (12,623) (15,675)
(Increase) decrease in fair value of marketable securities (37) (710) 287 (1,155) 2,801
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the joint venture attributable to the GAAP required write-up of the retained interest 409,060
139,255 372,272 129,472 504,089 1,178,287
Noncontrolling interests' share of above adjustments (9,517) (24,757) (8,886) (34,144) (79,068)
FFO adjustments, net $ 129,738 $ 347,515 $ 120,586 $ 469,945 $ 1,099,219
FFO attributable to common shareholders (non-GAAP) $ 141,007 $ 138,388 $ 158,275 $ 571,031 $ 750,475
Convertible preferred share dividends 10 11 11 43 47
FFO attributable to common shareholders plus assumed conversions (non-GAAP) 141,017 138,399 158,286 571,074 750,522
Add back of FFO allocated to noncontrolling interests of the Operating Partnership 10,054 9,087 11,259 40,188 48,915
FFO - OP Basis (non-GAAP) $ 151,071 $ 147,486 $ 169,545 $ 611,262 $ 799,437
FFO per diluted share (non-GAAP) $ 0.73 $ 0.72 $ 0.82 $ 2.97 $ 3.93
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NON-GAAP RECONCILIATIONS<br>RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2021
2021 2020 2021 2020
FFO attributable to common shareholders plus assumed conversions (non-GAAP) $ 141,017 $ 138,399 $ 158,286 $ 571,074 $ 750,522
Per diluted share (non-GAAP) $ 0.73 $ 0.72 $ 0.82 $ 2.97 $ 3.93
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Our share of defeasance costs and write-off of unamortized deferred financing costs related to 1290 Avenue of the Americas refinancing $ 17,882 $ $ $ 17,882 $
After-tax net gain on sale of 220 CPS condominium unit(s) (13,584) (36,274) (8,815) (44,607) (332,099)
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary) 9,180 1,688 10,868
Our share of (income) loss from real estate fund investments (1,564) (1,657) (294) (3,757) 63,114
Severance and other reduction-in-force related expenses 23,368 23,368
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 3,412 3,892 12,331 20,843
Tax benefit recognized by our taxable REIT subsidiaries (27,910) (27,910)
Previously capitalized Series K preferred share issuance costs 9,033 9,033
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Severance accrual related to Hotel Pennsylvania closure, net of $3,145 of income tax benefit 6,101
Other 4,277 2,615 (1,237) 3,804 9,660
16,191 (8,536) (23,643) (22,356) (265,904)
Noncontrolling interests' share of above adjustments (1,078) 526 1,570 1,145 16,397
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net $ 15,113 $ (8,010) $ (22,073) $ (21,211) $ (249,507)
Per diluted share (non-GAAP) $ 0.08 $ (0.04) $ (0.11) $ (0.11) $ (1.31)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) $ 156,130 $ 130,389 $ 136,213 $ 549,863 $ 501,015
Per diluted share (non-GAAP) $ 0.81 $ 0.68 $ 0.71 $ 2.86 $ 2.62
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FAD (unaudited)
(Amounts in thousands)
For the Three Months Ended For the Year Ended<br>December 31,
December 31, September 30, 2021
2021 2020 2021 2020
FFO attributable to common shareholders plus assumed conversions (non-GAAP) (A) $ 141,017 $ 138,399 $ 158,286 $ 571,074 $ 750,522
Adjustments to arrive at FAD (non-GAAP):
Certain items that impact FAD 13,614 (11,948) (31,612) (33,934) (289,449)
Recurring tenant improvements, leasing commissions and other capital expenditures (55,870) (46,611) (32,353) (191,518) (159,177)
Stock-based compensation expense 5,440 9,039 5,510 38,329 48,677
Amortization of debt issuance costs 7,539 6,680 6,428 27,161 24,358
Personal property depreciation 1,221 1,697 8,859 13,500 7,096
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (252) (2,001) 1,922 1,318 46,246
Noncontrolling interests in the Operating Partnership's share of above adjustments 1,560 2,869 2,739 8,991 21,110
FAD adjustments, net (B) (26,748) (40,275) (38,507) (136,153) (301,139)
FAD (non-GAAP) (A+B) $ 114,269 $ 98,124 $ 119,779 $ 434,921 $ 449,383
FAD payout ratio (1) 89.8 % 103.9 % 85.5 % 93.8 % 101.3 %

________________________________

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

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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) TO NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS (unaudited)
(Amounts in thousands) For the Three Months Ended For the Year Ended<br>December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, 2021
2021 2020 2021 2020
Net income (loss) $ 31,963 $ (208,726) $ 71,765 $ 207,553 $ (461,845)
Depreciation and amortization expense 126,349 107,084 100,867 412,347 399,695
General and administrative expense 34,204 61,254 25,553 134,545 181,509
Impairment losses, transaction related costs and other 3,185 242,593 9,681 13,815 174,027
(Income) loss from partially owned entities (43,749) (24,567) (26,269) (130,517) 329,112
(Income) loss from real estate fund investments (5,959) 999 66 (11,066) 226,327
Interest and other investment (income) loss, net (918) (1,569) (633) (4,612) 5,499
Interest and debt expense 78,192 54,633 50,946 231,096 229,251
Net gains on disposition of wholly owned and partially owned assets (14,959) (42,458) (10,087) (50,770) (381,320)
Income tax expense (benefit) 10,055 (1,801) (25,376) (10,496) 36,630
NOI from partially owned entities 79,223 76,952 75,644 310,858 306,495
NOI attributable to noncontrolling interests in consolidated subsidiaries (19,164) (15,901) (16,886) (69,385) (72,801)
NOI at share 278,422 248,493 255,271 1,033,368 972,579
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (252) (2,001) 1,922 1,318 46,246
NOI at share - cash basis $ 278,170 $ 246,492 $ 257,193 $ 1,034,686 $ 1,018,825
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NON-GAAP RECONCILIATIONS<br><br>COMPONENTS OF NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS (unaudited)
(Amounts in thousands) For the Three Months Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
New York $ 335,841 $ 302,360 $ (158,092) $ (155,907) $ 177,749 $ 146,453 $ (3,322) $ 1,323 $ 174,427 $ 147,776
Other 85,239 74,071 (44,625) (33,082) 40,614 40,989 439 1,569 41,053 42,558
Consolidated total 421,080 376,431 (202,717) (188,989) 218,363 187,442 (2,883) 2,892 215,480 190,334
Noncontrolling interests' share in consolidated subsidiaries (37,956) (28,862) 18,792 12,961 (19,164) (15,901) 2,816 (179) (16,348) (16,080)
Our share of partially owned entities 122,936 121,255 (43,713) (44,303) 79,223 76,952 (185) (4,714) 79,038 72,238
Vornado's share $ 506,060 $ 468,824 $ (227,638) $ (220,331) $ 278,422 $ 248,493 $ (252) $ (2,001) $ 278,170 $ 246,492 For the Three Months Ended September 30, 2021
--- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
New York $ 316,643 $ (151,276) $ 165,367 $ 3,258 $ 168,625
Other 92,569 (61,423) 31,146 326 31,472
Consolidated total 409,212 (212,699) 196,513 3,584 200,097
Noncontrolling interests' share in consolidated subsidiaries (30,945) 14,059 (16,886) 344 (16,542)
Our share of partially owned entities 120,422 (44,778) 75,644 (2,006) 73,638
Vornado's share $ 498,689 $ (243,418) $ 255,271 $ 1,922 $ 257,193 For the Year Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total Revenues Operating Expenses NOI Non-cash Adjustments(1) NOI - cash basis
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
New York $ 1,257,599 $ 1,221,748 $ (626,386) $ (640,531) $ 631,213 $ 581,217 $ 8,813 $ 49,178 $ 640,026 $ 630,395
Other 331,611 306,203 (170,929) (148,535) 160,682 157,668 (65) 9,261 160,617 166,929
Consolidated total 1,589,210 1,527,951 (797,315) (789,066) 791,895 738,885 8,748 58,439 800,643 797,324
Noncontrolling interests' share in consolidated subsidiaries (126,531) (120,290) 57,146 47,489 (69,385) (72,801) 2,387 (618) (66,998) (73,419)
Our share of partially owned entities 486,859 473,212 (176,001) (166,717) 310,858 306,495 (9,817) (11,575) 301,041 294,920
Vornado's share $ 1,949,538 $ 1,880,873 $ (916,170) $ (908,294) $ 1,033,368 $ 972,579 $ 1,318 $ 46,246 $ 1,034,686 $ 1,018,825

________________________________

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

  • vii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE THREE MONTHS ENDED DECEMBER 31, 2021 COMPARED TO DECEMBER 31, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended December 31, 2021 $ 278,422 $ 241,939 $ 15,959 $ 16,596 $ 3,928
Less NOI at share from:
Change in ownership interest in One Park Avenue (5,870) (5,870)
Dispositions 10 10
Development properties (9,657) (9,657)
Other non-same store income, net (6,360) (2,432) (3,928)
Same store NOI at share for the three months ended December 31, 2021 $ 256,545 $ 223,990 $ 15,959 $ 16,596 $
NOI at share for the three months ended December 31, 2020 $ 248,493 $ 212,544 $ 17,091 $ 14,638 $ 4,220
Less NOI at share from:
Dispositions (675) (675)
Development properties (5,449) (5,449)
Hotel Pennsylvania (permanently closed on April 5, 2021) 7,809 7,809
Other non-same store income, net (7,826) (3,326) (280) (4,220)
Same store NOI at share for the three months ended December 31, 2020 $ 242,352 $ 210,903 $ 17,091 $ 14,358 $
Increase (decrease) in same store NOI at share $ 14,193 $ 13,087 $ (1,132) $ 2,238 $
% increase (decrease) in same store NOI at share 5.9 % 6.2 % (6.6) % 15.6 % %

___________________

(1)2021 includes an increase in real estate tax expense of $3,844 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • viii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS THREE MONTHS ENDED DECEMBER 31, 2021 COMPARED TO DECEMBER 31, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended December 31, 2021 $ 278,170 $ 240,400 $ 18,413 $ 15,128 $ 4,229
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (4,328) (4,328)
Dispositions 10 10
Development properties (5,378) (5,378)
Other non-same store income, net (7,439) (3,210) (4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021 $ 261,035 $ 227,494 $ 18,413 $ 15,128 $
NOI at share - cash basis for the three months ended December 31, 2020 $ 246,492 $ 208,949 $ 18,075 $ 14,947 $ 4,521
Less NOI at share - cash basis from:
Dispositions (170) (170)
Development properties (7,626) (7,626)
Hotel Pennsylvania (permanently closed on April 5, 2021) 7,223 7,223
Other non-same store income, net (8,775) (3,974) (280) (4,521)
Same store NOI at share - cash basis for the three months ended December 31, 2020 $ 237,144 $ 204,402 $ 18,075 $ 14,667 $
Increase in same store NOI at share - cash basis $ 23,891 $ 23,092 $ 338 $ 461 $
% increase in same store NOI at share - cash basis 10.1 % 11.3 % 1.9 % 3.1 % %

___________________

(1)2021 includes an increase in real estate tax expense of $3,844 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • ix -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE YEAR ENDED DECEMBER 31, 2021 COMPARED TO DECEMBER 31, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the year ended December 31, 2021 $ 1,033,368 $ 892,954 $ 58,909 $ 64,826 $ 16,679
Less NOI at share from:
Change in ownership interest in One Park Avenue (9,651) (9,651)
Dispositions 312 312
Development properties (28,793) (28,793)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,677 12,677
Other non-same store income, net (23,464) (6,785) (16,679)
Same store NOI at share for the year ended December 31, 2021 $ 984,449 $ 860,714 $ 58,909 $ 64,826 $
NOI at share for the year ended December 31, 2020 $ 972,579 $ 833,891 $ 69,178 $ 60,324 $ 9,186
Less NOI at share from:
Dispositions 3,488 3,488
Development properties (31,707) (31,707)
Hotel Pennsylvania (permanently closed on April 5, 2021) 42,502 42,502
Other non-same store income, net (30,321) (20,382) (524) (229) (9,186)
Same store NOI at share for the year ended December 31, 2020 $ 956,541 $ 827,792 $ 68,654 $ 60,095 $
Increase (decrease) in same store NOI at share $ 27,908 $ 32,922 $ (9,745) $ 4,731 $
% increase (decrease) in same store NOI at share 2.9 % 4.0 % (14.2) % 7.9 % %

___________________

(1)2021 includes an increase in real estate tax expense of $18,285 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • x -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS YEAR ENDED DECEMBER 31, 2021 COMPARED TO DECEMBER 31, 2020 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the year ended December 31, 2021 $ 1,034,686 $ 891,766 $ 64,389 $ 60,680 $ 17,851
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (7,023) (7,023)
Dispositions 611 611
Development properties (25,710) (25,710)
Hotel Pennsylvania (permanently closed on April 5, 2021) 12,723 12,723
Other non-same store income, net (25,297) (7,446) (17,851)
Same store NOI at share - cash basis for the year ended December 31, 2021 $ 989,990 $ 864,921 $ 64,389 $ 60,680 $
NOI at share - cash basis for the year ended December 31, 2020 $ 1,018,825 $ 870,606 $ 76,251 $ 60,917 $ 11,051
Less NOI at share - cash basis from:
Dispositions (1,835) (1,835)
Development properties (42,998) (42,998)
Hotel Pennsylvania (permanently closed on April 5, 2021) 41,941 41,941
Other non-same store income, net (41,652) (29,663) (553) (385) (11,051)
Same store NOI at share - cash basis for the year ended December 31, 2020 $ 974,281 $ 838,051 $ 75,698 $ 60,532 $
Increase (decrease) in same store NOI at share - cash basis $ 15,709 $ 26,870 $ (11,309) $ 148 $
% increase (decrease) in same store NOI at share - cash basis 1.6 % 3.2 % (14.9) % 0.2 % %

___________________

(1)2021 includes an increase in real estate tax expense of $18,285 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • xi -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE THREE MONTHS ENDED DECEMBER 31, 2021 COMPARED TO SEPTEMBER 30, 2021 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share for the three months ended December 31, 2021 $ 278,422 $ 241,939 $ 15,959 $ 16,596 $ 3,928
Less NOI at share from:
Change in ownership interest in One Park Avenue (5,870) (5,870)
Dispositions 10 10
Development properties (9,657) (9,657)
Other non-same store income, net (6,000) (2,072) (3,928)
Same store NOI at share for the three months ended December 31, 2021 $ 256,905 $ 224,350 $ 15,959 $ 16,596 $
NOI at share for the three months ended September 30, 2021 $ 255,271 $ 228,839 $ 6,431 $ 16,128 $ 3,873
Less NOI at share from:
Change in ownership interest in One Park Avenue (3,780) (3,780)
Dispositions (542) (542)
Development properties (5,076) (5,076)
Other non-same store income, net (7,676) (3,523) (280) (3,873)
Same store NOI at share for the three months ended September 30, 2021 $ 238,197 $ 215,918 $ 6,431 $ 15,848 $
Increase in same store NOI at share $ 18,708 $ 8,432 $ 9,528 $ 748 $
% increase in same store NOI at share 7.9 % 3.9 % 148.2 % 4.7 % %

___________________

(1)The three months ended September 30, 2021 includes an additional real estate tax expense accrual of $8,665 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • xii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS THREE MONTHS ENDED DECEMBER 31, 2021 COMPARED TO SEPTEMBER 30, 2021 (unaudited)
(Amounts in thousands) Total New York theMART(1) 555 California Street Other
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
NOI at share - cash basis for the three months ended December 31, 2021 $ 278,170 $ 240,400 $ 18,413 $ 15,128 $ 4,229
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (4,328) (4,328)
Dispositions 10 10
Development properties (5,378) (5,378)
Other non-same store income, net (7,079) (2,850) (4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021 $ 261,395 $ 227,854 $ 18,413 $ 15,128 $
NOI at share - cash basis for the three months ended September 30, 2021 $ 257,193 $ 229,622 $ 8,635 $ 14,745 $ 4,191
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue (2,695) (2,695)
Dispositions (996) (996)
Development properties (5,755) (5,755)
Other non-same store income, net (7,541) (3,070) (280) (4,191)
Same store NOI at share - cash basis for the three months ended September 30, 2021 $ 240,206 $ 217,106 $ 8,635 $ 14,465 $
Increase in same store NOI at share - cash basis $ 21,189 $ 10,748 $ 9,778 $ 663 $
% increase in same store NOI at share - cash basis 8.8 % 5.0 % 113.2 % 4.6 % %

___________________

(1)The three months ended September 30, 2021 includes an additional real estate tax expense accrual of $8,665 primarily due to a recent increase in the triennial tax-assessed value of theMART.

  • xiii -

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NON-GAAP RECONCILIATIONS
RECONCILIATION OF CONSOLIDATED DEBT, NET TO CONTRACTUAL DEBT (NON-GAAP) (unaudited)
(Amounts in thousands)
As of December 31, 2021
Consolidated<br><br>Debt, net Deferred Financing<br><br>Costs, Net and Other Contractual<br><br>Debt (non-GAAP)
Mortgages payable $ 6,053,343 $ 45,872 $ 6,099,215
Senior unsecured notes 1,189,792 10,208 1,200,000
$800 Million unsecured term loan 797,812 2,188 800,000
$2.75 Billion unsecured revolving credit facilities 575,000 575,000
$ 8,615,947 $ 58,268 $ 8,674,215
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET INCOME (LOSS) TO EBITDAre (unaudited)
(Amounts in thousands) For the Three Months Ended For the Year Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, September 30, 2021
2021 2020 2021 2020
Reconciliation of net income (loss) to EBITDAre (non-GAAP):
Net income (loss) $ 31,963 $ (208,726) $ 71,765 $ 207,553 $ (461,845)
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries (3,691) (1,109) (5,425) (24,014) 139,894
Net income (loss) attributable to the Operating Partnership 28,272 (209,835) 66,340 183,539 (321,951)
EBITDAre adjustments at share:
Depreciation and amortization expense 153,136 138,393 130,164 526,539 532,298
Interest and debt expense 88,647 73,343 69,347 297,116 309,003
Income tax expense (benefit) 10,744 (1,840) (25,414) (9,813) 36,253
Real estate impairment losses 236,286 7,880 7,880 236,286
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the Joint Venture attributable to the GAAP required write-up of the retained interest 409,060
Net gain on sale of real estate (12,623) (15,675)
EBITDAre at share 268,176 236,347 248,317 989,586 1,200,949
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries 23,266 12,400 15,968 75,987 (91,155)
EBITDAre (non-GAAP) $ 291,442 $ 248,747 $ 264,285 $ 1,065,573 $ 1,109,794
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NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF EBITDAre TO EBITDAre, AS ADJUSTED (unaudited)
(Amounts in thousands)
For the Three Months Ended For the Year Ended December 31,
December 31, September 30, 2021
2021 2020 2021 2020
EBITDAre (non-GAAP) $ 291,442 $ 248,747 $ 264,285 $ 1,065,573 $ 1,109,794
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries (23,266) (12,400) (15,968) (75,987) 91,155
Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium unit(s) (14,959) (42,458) (10,087) (50,318) (381,320)
Our share of (income) loss from real estate fund investments (1,564) (1,657) (294) (3,757) 63,114
Severance and other reduction-in-force related expenses 23,368 23,368
Hotel Pennsylvania loss (permanently closed on April 5, 2021) 7,004 11,625 31,139
608 Fifth Avenue non-cash lease liability extinguishment gain (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 13,369
Healthcare and severance pay accruals related to Hotel Pennsylvania closure 9,246
Mark-to-market decrease in PREIT common shares (sold on January 23, 2020) 4,938
Other 3,981 5,800 (955) 1,840 15,750
Total of certain (income) expense items that impact EBITDAre (12,542) (7,943) (11,336) (40,610) (290,656)
EBITDAre, as adjusted (non-GAAP) $ 255,634 $ 228,404 $ 236,981 $ 948,976 $ 910,293
  • xvi -

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