8-K - VNO - Equibles

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 16, 2021

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

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

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware	No.	001-34482	No.
(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))

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

Emerging growth company ☐

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

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

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

All values are in US Dollars.

Item 2.02. Results of Operations and Financial Condition.

On February 16, 2021, 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 2020. That press release referred to certain supplemental financial information that is available on the Company’s website. That press release and the supplemental financial information are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

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

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	The following exhibits are being furnished as part of this Current Report on Form 8-K:
	99.1 Vornado Realty Trust Press Release Dated February 16, 2021
	99.2 Vornado Realty Trust supplemental operating and financial data for the quarter ended December 31, 2020

SIGNATURE

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

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

Date: February 17, 2021

SIGNATURE

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

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

Date: February 17, 2021

Document

P R E S S R E L E A S E EXHIBIT 99.1

Vornado Announces Fourth Quarter 2020 Financial Results

New York City | February 16, 2021

Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended December 31, 2020 Financial Results

NET LOSS attributable to common shareholders for the quarter ended December 31, 2020 was $209,127,000, or $1.09 per diluted share, compared to net income attributable to common shareholders of $193,217,000, or $1.01 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, 2020 and 2019 was $957,000 and $56,381,000, or $0.01 and $0.29 per diluted share, respectively.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended December 31, 2020 was $138,399,000, or $0.72 per diluted share, compared to $311,876,000, or $1.63 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended December 31, 2020 and 2019 was $127,217,000 and $171,030,000, or $0.66 and $0.89 per diluted share, respectively.

Year Ended December 31, 2020 Financial Results

NET LOSS attributable to common shareholders for the year ended December 31, 2020 was $348,744,000, or $1.83 per diluted share, compared to net income attributable to common shareholders of $3.098 billion, or $16.21 per diluted share, for the year ended December 31, 2019. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net loss attributable to common shareholders, as adjusted (non-GAAP) for the year ended December 31, 2020 was $6,907,000, or $0.04 per diluted share, and net income attributable to common shareholders, as adjusted for the year ended December 31, 2019 was $176,716,000, or $0.92 per diluted share.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the year ended December 31, 2020 was $750,522,000, or $3.93 per diluted share, compared to $1.003 billion, or $5.25 per diluted share, for the year ended December 31, 2019. 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 years ended December 31, 2020 and 2019 was $483,044,000 and $666,207,000, or $2.53 and $3.49 per diluted share, respectively.

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

(Amounts in thousands, except per share amounts)	For the Three Months Ended<br>December 31,				For the Year Ended<br>December 31,
	2020		2019		2020		2019
Net (loss) income attributable to common shareholders	$	(209,127)	$	193,217	$	(348,744)	$	3,097,806
Per diluted share	$	(1.09)	$	1.01	$	(1.83)	$	16.21
Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Real estate impairment losses (primarily wholly owned retail assets in 2020)	$	236,286	$	565	$	236,286	$	8,065
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units	(36,274)		(173,655)		(332,099)		(502,565)
Severance and other reduction-in-force related expenses	23,368		—		23,368		—
Transaction related costs	5,456		2,658		7,150		4,613
Our share of (income) loss from real estate fund investments	(1,657)		26,600		63,114		48,808
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)	—		2,438		4,938		21,649
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 lease liability extinguishment gain in 2020 and impairment loss and related write-offs in 2019	—		—		(70,260)		101,092
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		—
Net gain on transfer to Fifth Avenue and Times Square retail JV, net of $11,945 attributable to noncontrolling interests	—		—		—		(2,559,154)
Net gains on sale of real estate (primarily our 25% interest in 330 Madison Avenue in 2019)	—		—		—		(178,769)
Net gain from sale of Urban Edge Properties ("UE") common shares (sold on March 4, 2019)	—		—		—		(62,395)
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022	—		—		—		22,540
Mark-to-market increase in Lexington Realty Trust common shares (sold on March 1, 2019)	—		—		—		(16,068)
Other	(3,551)		(4,692)		5,436		(7,505)
	223,628		(146,086)		366,463		(3,119,689)
Noncontrolling interests' share of above adjustments	(13,544)		9,250		(24,626)		198,599
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders	$	210,084	$	(136,836)	$	341,837	$	(2,921,090)
Net income (loss) attributable to common shareholders, as adjusted (non-GAAP)	$	957	$	56,381	$	(6,907)	$	176,716
Per diluted share (non-GAAP)	$	0.01	$	0.29	$	(0.04)	$	0.92	NYSE: VNO	WWW.VNO.COM	PAGE 2 OF 21
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The following table reconciles our FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

(Amounts in thousands, except per share amounts)	For the Three Months Ended<br>December 31,				For the Year Ended<br>December 31,
	2020		2019		2020		2019
FFO attributable to common shareholders plus assumed conversions (non-GAAP)(1)	$	138,399	$	311,876	$	750,522	$	1,003,398
Per diluted share (non-GAAP)	$	0.72	$	1.63	$	3.93	$	5.25
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units	$	(36,274)	$	(173,655)	$	(332,099)	$	(502,565)
Severance and other reduction-in-force related expenses	23,368		—		23,368		—
Transaction related costs	5,456		2,658		7,150		4,613
Our share of (income) loss from real estate fund investments	(1,657)		26,600		63,114		48,808
608 Fifth Avenue lease liability extinguishment gain in 2020 and impairment loss and related write-offs in 2019	—		—		(70,260)		77,156
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		—
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022	—		—		—		22,540
Other	(2,841)		(5,845)		2,510		(10,732)
	(11,948)		(150,242)		(286,747)		(360,180)
Noncontrolling interests' share of above adjustments	766		9,396		19,269		22,989
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(11,182)	$	(140,846)	$	(267,478)	$	(337,191)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	127,217	$	171,030	$	483,044	$	666,207
Per diluted share (non-GAAP)	$	0.66	$	0.89	$	2.53	$	3.49

____________________________________________________________

(1) See page 14 for a reconciliation of our net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months and years ended December 31, 2020 and 2019.

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COVID-19 Pandemic

Our business has been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread of the virus. Some of the effects on us include the following:

•With the exception of grocery stores and other "essential" businesses, many of our retail tenants closed their stores in March 2020 and began reopening when New York City entered phase two of its reopening plan on June 22, 2020, however, there continue to be limitations on occupancy and other restrictions that affect their ability to resume full operations.

•While our buildings remain open, many of our office tenants are working remotely.

•We have closed the Hotel Pennsylvania. In connection with the closure, we accrued $9,246,000 of severance for furloughed Hotel Pennsylvania union employees and recognized a corresponding $3,145,000 income tax benefit for the year ended December 31, 2020.

•We cancelled trade shows at theMART from late March through the remainder of 2020 and expect to resume in 2021.

•Because certain of our development projects were deemed "non-essential," they were temporarily paused in March 2020 due to New York State executive orders and resumed once New York City entered phase one of its state mandated reopening plan on June 8, 2020.

•As of April 30, 2020, we placed 1,803 employees on furlough, which included 1,293 employees of Building Maintenance Services LLC ("BMS"), 414 employees at the Hotel Pennsylvania and 96 corporate staff employees. As of February 10, 2021, 50% of furloughed employees have returned to work. The remaining employees still on furlough are from BMS and the Hotel Pennsylvania.

•Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.

•Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo their $75,000 annual cash retainer for the remainder of 2020.

While we believe our tenants are required to pay rent under their leases and we have commenced legal proceedings against certain tenants that have failed to pay rent under their leases, in limited circumstances, we have agreed to and may continue to agree to rent deferrals and rent abatements for certain of our tenants. We have made a policy election in accordance with the Financial Accounting Standards Board (“FASB”) Staff Q&A which provides relief in accounting for leases during the COVID-19 pandemic, allowing us to continue recognizing rental revenue on a straight-line basis for rent deferrals, with no impact to revenue recognition, and to recognize rent abatements as a reduction to rental revenue in the period granted.

For the quarter ended December 31, 2020, we collected 95% (97% including rent deferrals) of rent due from our tenants, comprised of 97% (99% including rent deferrals) from our office tenants and 88% (89% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.

Based on our assessment of the probability of rent collection of our lease receivables, we have written off $1,401,000 and $51,571,000 of receivables arising from the straight-lining of rents for the three and twelve months ended December 31, 2020, respectively, including the JCPenney retail lease at Manhattan Mall and the New York & Company, Inc. office lease at 330 West 34th Street. Both tenants have filed for Chapter 11 bankruptcy and rejected their leases during 2020. In addition, we have written off $1,360,000 and $22,546,000 of tenant receivables deemed uncollectible for the three and twelve months ended December 31, 2020, respectively. These write-offs resulted in a reduction of lease revenues and our share of income from partially owned entities. Prospectively, revenue recognition for tenant receivables deemed uncollectible will be based on actual amounts received.

In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue to occur, the impact of the COVID-19 pandemic on our financial condition and operating results remains highly uncertain but has been and may continue to be material. The impact on us includes lower rental income and potentially lower occupancy levels at our properties which will result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders. During 2020, we experienced a decrease in cash flow from operations due to the COVID-19 pandemic, including reduced collections of rents billed to certain of our tenants, the closure of Hotel Pennsylvania, the cancellation of trade shows at theMART, and lower revenues from BMS and signage. In addition, we recognized $409,060,000 of non-cash impairment losses, net of noncontrolling interests, related to our investment in Fifth Avenue and Times Square JV which are included in “(loss) income from partially owned entities” and $236,286,000 of non-cash impairment losses primarily on wholly owned retail assets which are included in “impairment losses and transaction related costs, net” on our consolidated statements of income for the year ended December 31, 2020. The value of our real estate assets may continue to decline, which may result in additional non-cash impairment charges in future periods and that impact could be material.

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FFO, as Adjusted Bridge - Q4 2020 vs. Q4 2019

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2019 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2020:

(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, 2019	$	171.0	$	0.89
(Decrease) increase in FFO, as adjusted due to:
Variable businesses:
Hotel Pennsylvania closed since April 1, 2020	(13.6)
Signage	(6.1)
Trade shows	(1.7)
Garages	(1.6)
BMS	(1.4)
	(24.4)
Tenant related items (inclusive of $4.8 decrease from JCPenney, $2.5 decrease from New York and Company, Inc. and $3.6 Ballast Point lease termination income in 2019)	(18.9)
PENN District out of service for redevelopment	(9.4)
Interest expense decrease (partially offset by lower capitalized interest) and other, net	6.2
	(46.5)
Noncontrolling interests' share of above items	2.7
Net decrease	(43.8)		(0.23)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2020	$	127.2	$	0.66

See page 14 for reconciliations of our net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months and years ended December 31, 2020 and 2019. 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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Dispositions:

PREIT

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

220 CPS

During the three months ended December 31, 2020, we closed on the sale of 5 condominium units at 220 CPS for net proceeds of $110,068,000 resulting in a financial statement net gain of $42,458,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $6,184,000 of income tax expense was recognized on our consolidated statements of income. During the year ended December 31, 2020, we closed on the sale of 35 condominium units at 220 CPS for net proceeds of $1,049,360,000 resulting in a financial statement net gain of $381,320,000 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, $49,221,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2020, we have closed on the sale of 100 units for net proceeds of $2,869,492,000 resulting in financial statement net gains of $1,066,937,000.

Financings:

On February 28, 2020, we increased our unsecured term loan balance to $800,000,000 (from $750,000,000) by exercising an accordion feature. Pursuant to an existing swap agreement, $750,000,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000,000 floats at a rate of LIBOR plus 1.00% (1.15% as of December 31, 2020). The entire $800,000,000 will float thereafter for the duration of the loan through February 2024.

On August 12, 2020, we amended the $700,000,000 mortgage loan on 770 Broadway, a 1.2 million square foot Manhattan office building, to extend the term one year through March 2022.

On September 14, 2020, Alexander's, Inc. (NYSE: ALX) ("Alexander's"), in which we have a 32.4% ownership interest, amended and extended the $350,000,000 mortgage loan on the retail condominium of 731 Lexington Avenue. Under the terms of the amendment, Alexander's paid down the loan by $50,000,000 to $300,000,000, extended the maturity date to August 2025 and guaranteed the interest payments and certain leasing costs. The principal of the loan is non-recourse to Alexander's. The interest-only loan is at LIBOR plus 1.40% (1.55% as of December 31, 2020) which has been swapped to a fixed rate of 1.72%.

On October 15, 2020, we completed a $500,000,000 refinancing of PENN11, a 1.2 million square foot Manhattan office building. The interest-only loan carries a rate of LIBOR plus 2.75% (2.90% as of December 31, 2020) and matures in October 2025, as fully extended. The loan replaces the previous $450,000,000 loan that bore interest at a fixed rate of 3.95% and was scheduled to mature in December 2020.

On October 23, 2020, Alexander's completed a $94,000,000 financing of The Alexander, a 312-unit residential building that is part of Alexander's residential and retail complex located in Rego Park, Queens, New York. The interest-only loan has a fixed rate of 2.63% and matures in November 2027.

On November 2, 2020, we repaid the $52,476,000 mortgage loan on our land under a portion of the Borgata Hotel and Casino complex. The 10-year fixed rate amortizing loan bore interest at 5.14% and was scheduled to mature in February 2021.

On November 24, 2020, Vornado sold 12,000,000 5.25% Series N cumulative redeemable preferred shares at a price of $25.00 per share, pursuant to an effective registration statement. Vornado received aggregate net proceeds of $291,182,000, after underwriters' discount and issuance costs and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 5.25% Series N preferred units (with economic terms that mirror those of the Series N preferred shares). Dividends on the Series N preferred shares/units are cumulative and payable quarterly in arrears. The Series N 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 N preferred shares/units at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the date of redemption. The Series N preferred shares/units have no maturity date and will remain outstanding indefinitely unless redeemed by Vornado.

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

•163,000 square feet of New York Office space (144,000 square feet at share) at an initial rent of $75.55 per square foot and a weighted average lease term of 8.5 years. The changes in the GAAP and cash mark-to-market rent on the 122,000 square feet of second generation space were positive 4.7% and 0.5%, respectively. Tenant improvements and leasing commissions were $6.90 per square foot per annum, or 9.1% of initial rent.

•175,000 square feet of New York Retail space (125,000 square feet at share) at an initial rent of $75.82 per square foot and a weighted average lease term of 2.8 years. The changes in the GAAP and cash mark-to-market rent on the 117,000 square feet of second generation space were negative 19.1% and 21.6%, respectively. Tenant improvements and leasing commissions were $8.63 per square foot per annum, or 11.4% of initial rent.

•62,000 square feet at theMART (all at share) at an initial rent of $47.80 per square foot and a weighted average lease term of 7.0 years. The changes in the GAAP and cash mark-to-market rent on the 62,000 square feet of second generation space were positive 1.5% and negative 3.5%, respectively. Tenant improvements and leasing commissions were $1.61 per square foot per annum, or 3.4% of initial rent.

•271,000 square feet at 555 California Street (190,000 square feet at share), at an initial rent of $106.36 per square foot and a weighted average lease term of 9.2 years. The initial rent of $106.36 excludes the rent on a ten-year renewal option for 247,000 square feet (173,000 square feet at share) as the starting rent for this space will be determined in 2024 based on fair market value. The changes in the GAAP and cash mark-to-market rent on the 17,000 square feet of second generation space were positive 6.8% and negative 0.7%, respectively. Tenant improvements and leasing commissions were $2.95 per square foot per annum, or 2.8% of initial rent, excluding the ten-year renewal option for 247,000 square feet (173,000 square feet at share).

Leasing Activity For The Year Ended December 31, 2020:

•2,231,000 square feet of New York Office space (1,853,000 square feet at share) at an initial rent of $89.33 per square foot and a weighted average lease term of 14.4 years. Includes 730,000 square feet (694,000 at our share) for the new Facebook lease at Farley Office and 633,000 square feet (348,000 at our share) for the New York University long-term renewal at One Park Avenue. The initial rent of $89.33 excludes the rent on 174,000 square feet (all at share) as the starting rent for this space will be determined later in 2021 based on fair market value. The changes in the GAAP and cash mark-to-market rent on the 899,000 square feet of second generation space were positive 11.0% and 4.6%, respectively. Tenant improvements and leasing commissions were $8.75 per square foot per annum, or 9.8% of initial rent.

•238,000 square feet of New York Retail space (184,000 square feet at share) at an initial rent of $136.29 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 159,000 square feet of second generation space were positive 1.3% and negative 5.9%, respectively. Tenant improvements and leasing commissions were $16.80 per square foot per annum, or 12.3% of initial rent.

•379,000 square feet at theMART (all at share) at an initial rent of $49.74 per square foot and a weighted average lease term of 8.5 years. The changes in the GAAP and cash mark-to-market rent on the 374,000 square feet of second generation space were positive 1.5% and negative 1.9%, respectively. Tenant improvements and leasing commissions were $3.89 per square foot per annum, or 7.8% of initial rent.

•371,000 square feet at 555 California Street (260,000 square feet at share) at an initial rent of $108.92 per square foot and a weighted average lease term of 8.0 years. The initial rent of $108.92 excludes the rent on a ten-year renewal option for 247,000 square feet (173,000 square feet at share) as the starting rent for this space will be determined in 2024 based on fair market value. The changes in the GAAP and cash mark-to-market rent on the 87,000 square feet of second generation space were positive 54.7% and 39.7%, respectively. Tenant improvements and leasing commissions were $6.94 per square foot per annum, or 6.4% of initial rent, excluding the ten-year renewal option for 247,000 square feet (173,000 square feet at share).

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

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

								555 California Street
		Total		New York		theMART
Same store NOI at share % (decrease) increase(1):
	Three months ended December 31, 2020 compared to December 31, 2019	(11.3)	%	(10.8)	%	(24.2)	%	0.2	%
	Year ended December 31, 2020 compared to December 31, 2019	(13.8)	%	(12.7)	%	(32.5)	%	0.6	%
	Three months ended December 31, 2020 compared to September 30, 2020	6.4	%	5.9	%	30.8	%	(6.6)	%
Same store NOI at share - cash basis % (decrease) increase(1):
	Three months ended December 31, 2020 compared to December 31, 2019	(10.2)	%	(9.4)	%	(26.1)	%	3.1	%
	Year ended December 31, 2020 compared to December 31, 2019	(8.3)	%	(6.3)	%	(29.5)	%	0.9	%
	Three months ended December 31, 2020 compared to September 30, 2020	1.4	%	1.7	%	2.8	%	(3.8)	%

____________________

(1)See pages 16 through 21 for same store NOI at share and same store NOI at share - cash basis reconciliations.

NYSE: VNO	WWW.VNO.COM	PAGE 8 OF 21

NOI At Share:

The elements of our New York and Other NOI at share for the three months and years ended December 31, 2020 and 2019 and the three months ended September 30, 2020 are summarized below.

(Amounts in thousands)	For the Three Months Ended							For the Year Ended<br>December 31,
	December 31,				September 30, 2020
	2020		2019				2020			2019
New York:
Office(1)(2)	$	167,865	$	183,925	$	159,981		$	672,495		$	724,526
Retail(1)(3)	38,146		59,728		35,294			147,299			273,217
Residential	4,083		5,835		4,536			20,687			23,363
Alexander's(4)	10,259		10,626		6,830			35,912			44,325
Hotel Pennsylvania(5)	(7,809)		6,170		(16,821)			(42,502)			7,397
Total New York	212,544		266,284		189,820			833,891			1,072,828
Other:
theMART(6)	17,091		22,712		13,171			69,178			102,071
555 California Street	14,638		14,533		15,618			60,324			59,657
Other investments(7)	4,220		2,037		1,924			9,186			25,221
Total Other	35,949		39,282		30,713			138,688			186,949
NOI at share	$	248,493	$	305,566	$	220,533		$	972,579		$	1,259,777

____________________

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

(2) Includes the impact of non-cash write-offs of receivables arising from the straight-lining of rents, including the New York & Company, Inc. lease at 330 West 34th Street, of $585, $4,368 and $18,173, respectively, for the three months ended December 31, 2020 and September 30, 2020 and the year ended December 31, 2020. In addition, includes the impact of write-offs of tenant receivables deemed uncollectible of $650, $5,112 and $6,702, respectively, for the three months ended December 31, 2020 and September 30, 2020 and the year ended December 31, 2020.

(3) Includes the impact of non-cash write-offs of receivables arising from the straight-lining of rents, including the JCPenney lease at Manhattan Mall, of $752, $4,688 and $25,876, respectively, for the three months ended December 31, 2020 and September 30, 2020 and the year ended December 31, 2020. In addition, includes the impact of write-offs of tenant receivables deemed uncollectible of $618, $4,668 and $12,017, respectively, for the three months ended December 31, 2020 and September 30, 2020 and the year ended December 31, 2020. The year ended December 31, 2019 includes $14,010 of non-cash write-offs of receivables arising from the straight-lining of rents.

(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) The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the COVID-19 pandemic. The three months ended September 30, 2020 and year ended December 31, 2020 include a $9,246 severance accrual for furloughed union employees.

(6) The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year. Additionally, 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.

(7) 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and UE (sold on March 4, 2019).

NYSE: VNO	WWW.VNO.COM	PAGE 9 OF 21

NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share - cash basis for the three months and years ended December 31, 2020 and 2019 and the three months ended September 30, 2020 are summarized below.

(Amounts in thousands)	For the Three Months Ended							For the Year Ended<br>December 31,
	December 31,				September 30, 2020
	2020		2019				2020			2019
New York:
Office(1)(2)	$	166,925	$	180,762	$	162,357		$	691,755		$	718,734
Retail(1)(3)	34,256		54,357		36,476			158,686			267,655
Residential	3,828		5,763		4,178			19,369			21,894
Alexander's(4)	11,163		10,773		9,899			42,737			45,093
Hotel Pennsylvania(5)	(7,223)		6,052		(16,829)			(41,941)			7,134
Total New York	208,949		257,707		196,081			870,606			1,060,510
Other:
theMART(6)	18,075		24,646		17,706			76,251			108,130
555 California Street	14,947		14,491		15,530			60,917			60,156
Other investments(7)	4,521		2,132		2,197			11,051			24,921
Total Other	37,543		41,269		35,433			148,219			193,207
NOI at share - cash basis	$	246,492	$	298,976	$	231,514		$	1,018,825		$	1,253,717

____________________

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

(2) Includes the impact of write-offs of tenant receivables deemed uncollectible of $650, $5,112 and $6,702, respectively, for the three months ended December 31, 2020 and September 30, 2020 and the year ended December 31, 2020.

(3) Includes the impact of write-offs of tenant receivables deemed uncollectible of $618, $4,668 and $12,017, respectively, for the three months ended December 31, 2020 and September 30, 2020 and the year ended December 31, 2020.

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

(6) The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year. Additionally, the year ended December 31, 2020 includes $1,742 of write-offs of tenant receivables deemed uncollectible.

(7) 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and UE (sold on March 4, 2019).

NYSE: VNO	WWW.VNO.COM	PAGE 10 OF 21

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

(Amounts in thousands of dollars, except square feet)
		Property<br>Rentable<br>Sq. Ft.											Projected Incremental Cash Yield
Active Penn District Projects	Segment		Budget(1)			Amount<br>Expended			Remainder to be Expended		Stabilization Year
Farley (95% interest)	New York	844,000		1,120,000	(2)(3)		791,994	(2)		328,006		2022		6.4%
PENN2 - as expanded(4)	New York	1,795,000		750,000			91,219			658,781		2025		9.0%
PENN1 (including LIRR Concourse Retail)(5)	New York	2,545,000		450,000	(6)		167,894			282,106		N/A		12.2%	(5)(7)
Districtwide Improvements	New York	N/A		100,000			19,618			80,382		N/A		N/A
Total Active Penn District Projects				2,420,000			1,070,725			1,349,275				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) Increase in budget of 90,000 is primarily due to higher projected tenant improvement allowances for the office, restaurant and retail space.

(4) PENN2 estimated impact on cash basis NOI and FFO of square feet taken out of service:

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

________________________________

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

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

(5) 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.

(6) Increase in budget of 125,000 is primarily due to the addition of the LIRR Concourse Retail project and sustainability initiatives, including the installation of triple pane high energy performance windows and the implementation of an electrification program to allow the building to access more clean renewable electricity.

(7) Achieved as existing leases roll; average remaining lease term 4.9 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 Wednesday, February 17, 2021 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-771-4371 (domestic) or 847-585-4405 (international) and indicating to the operator the passcode 50075822. A live webcast of the conference call will be available on Vornado’s website at www.vno.com in the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.

Contact

Thomas J. Sanelli

(212) 894-7000

Supplemental Financial Information

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

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

NYSE: VNO	WWW.VNO.COM	PAGE 11 OF 21

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)	As of				Increase<br>(Decrease)
	December 31, 2020		December 31, 2019
ASSETS
Real estate, at cost:
Land	$	2,420,054	$	2,591,261	$	(171,207)
Buildings and improvements	7,933,030		7,953,163		(20,133)
Development costs and construction in progress	1,604,637		1,490,614		114,023
Moynihan Train Hall development expenditures	—		914,960		(914,960)
Leasehold improvements and equipment	130,222		124,014		6,208
Total	12,087,943		13,074,012		(986,069)
Less accumulated depreciation and amortization	(3,169,446)		(3,015,958)		(153,488)
Real estate, net	8,918,497		10,058,054		(1,139,557)
Right-of-use assets	367,365		379,546		(12,181)
Cash and cash equivalents	1,624,482		1,515,012		109,470
Restricted cash	105,887		92,119		13,768
Marketable securities	—		33,313		(33,313)
Tenant and other receivables	77,658		95,733		(18,075)
Investments in partially owned entities	3,491,107		3,999,165		(508,058)
Real estate fund investments	3,739		222,649		(218,910)
220 Central Park South condominium units ready for sale	128,215		408,918		(280,703)
Receivable arising from the straight-lining of rents	674,075		742,206		(68,131)
Deferred leasing costs, net	372,919		353,986		18,933
Identified intangible assets, net	23,856		30,965		(7,109)
Other assets	434,022		355,347		78,675
Total assets	$	16,221,822	$	18,287,013	$	(2,065,191)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net	$	5,580,549	$	5,639,897	$	(59,348)
Senior unsecured notes, net	446,685		445,872		813
Unsecured term loan, net	796,762		745,840		50,922
Unsecured revolving credit facilities	575,000		575,000		—
Lease liabilities	401,008		498,254		(97,246)
Moynihan Train Hall obligation	—		914,960		(914,960)
Special dividend/distribution payable	—		398,292		(398,292)
Accounts payable and accrued expenses	427,202		440,049		(12,847)
Deferred revenue	40,110		59,429		(19,319)
Deferred compensation plan	105,564		103,773		1,791
Other liabilities	294,520		265,754		28,766
Total liabilities	8,667,400		10,087,120		(1,419,720)
Redeemable noncontrolling interests	606,267		888,915		(282,648)
Shareholders' equity	6,533,198		6,732,030		(198,832)
Noncontrolling interests in consolidated subsidiaries	414,957		578,948		(163,991)
Total liabilities, redeemable noncontrolling interests and equity	$	16,221,822	$	18,287,013	$	(2,065,191)	NYSE: VNO	WWW.VNO.COM	PAGE 12 OF 21
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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,
	2020		2019		2020		2019
Revenues	$	376,431	$	460,968	$	1,527,951	$	1,924,700
(Loss) income from continuing operations	$	(208,726)	$	160,621	$	(461,845)	$	3,334,292
Income (loss) from discontinued operations	—		55		—		(30)
Net (loss) income	(208,726)		160,676		(461,845)		3,334,262
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries	(1,109)		58,592		139,894		24,547
Operating Partnership	14,856		(13,518)		24,946		(210,872)
Net (loss) income attributable to Vornado	(194,979)		205,750		(297,005)		3,147,937
Preferred share dividends	(14,148)		(12,533)		(51,739)		(50,131)
Net (loss) income attributable to common shareholders	$	(209,127)	$	193,217	$	(348,744)	$	3,097,806
(Loss) income per common share - basic:
Net (loss) income per common share	$	(1.09)	$	1.01	$	(1.83)	$	16.23
Weighted average shares outstanding	191,279		190,916		191,146		190,801
(Loss) income per common share - diluted:
Net (loss) income per common share	$	(1.09)	$	1.01	$	(1.83)	$	16.21
Weighted average shares outstanding	191,279		191,140		191,146		191,053
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	138,399	$	311,876	$	750,522	$	1,003,398
Per diluted share (non-GAAP)	$	0.72	$	1.63	$	3.93	$	5.25
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	127,217	$	171,030	$	483,044	$	666,207
Per diluted share (non-GAAP)	$	0.66	$	0.89	$	2.53	$	3.49
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share	191,304		191,140		191,193		191,051

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

NYSE: VNO	WWW.VNO.COM	PAGE 13 OF 21

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS

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

(Amounts in thousands, except per share amounts)	For the Three Months Ended<br>December 31,				For the Year Ended<br>December 31,
	2020		2019		2020		2019
Net (loss) income attributable to common shareholders	$	(209,127)	$	193,217	$	(348,744)	$	3,097,806
Per diluted share	$	(1.09)	$	1.01	$	(1.83)	$	16.21
FFO adjustments:
Depreciation and amortization of real property	$	99,196	$	85,609	$	368,556	$	389,024
Real estate impairment losses	236,286		565		236,286		32,001
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests	—		—		—		(2,559,154)
Net losses (gains) on sale of real estate	—		58		—		(178,711)
Net gain from sale of UE common shares (sold on March 4, 2019)	—		—		—		(62,395)
Decrease (increase) in fair value of marketable securities:
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)	—		2,438		4,938		21,649
Lexington (sold on March 1, 2019)	—		—		—		(16,068)
Other	—		—		—		(48)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
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		—
Depreciation and amortization of real property	37,500		37,389		156,646		134,706
(Increase) decrease in fair value of marketable securities	(710)		864		2,801		2,852
	372,272		126,923		1,178,287		(2,236,144)
Noncontrolling interests' share of above adjustments	(24,757)		(8,278)		(79,068)		141,679
FFO adjustments, net	$	347,515	$	118,645	$	1,099,219	$	(2,094,465)
FFO attributable to common shareholders	138,388		311,862		750,475		1,003,341
Convertible preferred share dividends	11		14		47		57
FFO attributable to common shareholders plus assumed conversions	$	138,399	$	311,876	$	750,522	$	1,003,398
Per diluted share	$	0.72	$	1.63	$	3.93	$	5.25
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding	191,279		190,916		191,146		190,801
Effect of dilutive securities:
Convertible preferred shares	25		33		28		34
Employee stock options and restricted share awards	—		191		19		216
Denominator for FFO per diluted share	191,304		191,140		191,193		191,051		NYSE: VNO	WWW.VNO.COM	PAGE 14 OF 21
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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the three months and year ended December 31, 2020 and 2019 and the three months ended September 30, 2020.

	For the Three Months Ended							For the Year Ended<br>December 31,
(Amounts in thousands)	December 31,				September 30, 2020
	2020		2019				2020			2019
Net (loss) income	$	(208,726)	$	160,676	$	68,736		$	(461,845)		$	3,334,262
Depreciation and amortization expense	107,084		92,926		107,013			399,695			419,107
General and administrative expense	61,254		39,791		32,407			181,509			169,920
Impairment losses and transaction related costs, net	242,593		3,223		584			174,027			106,538
(Income) loss from partially owned entities	(24,567)		(22,726)		80,909			329,112			(78,865)
Loss from real estate fund investments	999		90,302		13,823			226,327			104,082
Interest and other investment (income) loss, net	(1,569)		(5,889)		(1,729)			5,499			(21,819)
Interest and debt expense	54,633		59,683		57,371			229,251			286,623
Net gain on transfer to Fifth Avenue and Times Square JV	—		—		—			—			(2,571,099)
Net gains on disposition of wholly owned and partially owned assets	(42,458)		(203,835)		(214,578)			(381,320)			(845,499)
Income tax (benefit) expense	(1,801)		22,897		23,781			36,630			103,439
(Income) loss from discontinued operations	—		(55)		—			—			30
NOI from partially owned entities	76,952		85,990		78,175			306,495			322,390
NOI attributable to noncontrolling interests in consolidated subsidiaries	(15,901)		(17,417)		(25,959)			(72,801)			(69,332)
NOI at share	248,493		305,566		220,533			972,579			1,259,777
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(2,001)		(6,590)		10,981			46,246			(6,060)
NOI at share - cash basis	$	246,492	$	298,976	$	231,514		$	1,018,825		$	1,253,717

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. Rent deferrals generally require repayment in monthly installments over a period of time not to exceed twelve months.

NYSE: VNO	WWW.VNO.COM	PAGE 15 OF 21

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, 2020 compared to December 31, 2019.

(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended December 31, 2020	$	248,493		$	212,544		$	17,091		$	14,638		$	4,220
Less NOI at share from:
Development properties	(5,011)			(5,011)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	7,810			7,810			—			—			—
Other non-same store income, net	(7,032)			(2,812)			—			—			(4,220)
Same store NOI at share for the three months ended December 31, 2020	$	244,260		$	212,531		$	17,091		$	14,638		$	—
NOI at share for the three months ended December 31, 2019	$	305,566		$	266,284		$	22,712		$	14,533		$	2,037
Less NOI at share from:
Development properties	(14,626)			(14,626)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	(6,168)			(6,168)			—			—			—
Other non-same store (income) expense, net	(9,376)			(7,237)			(173)			71			(2,037)
Same store NOI at share for the three months ended December 31, 2019	$	275,396		$	238,253		$	22,539		$	14,604		$	—
(Decrease) increase in same store NOI at share for the three months ended December 31, 2020 compared to December 31, 2019	$	(31,136)		$	(25,722)		$	(5,448)		$	34		$	—
% (decrease) increase in same store NOI at share	(11.3)		%	(10.8)		%	(24.2)		%	0.2		%	—		%

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 16 OF 21

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, 2020 compared to December 31, 2019.

(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2020		$	246,492		$	208,949		$	18,075		$	14,947		$	4,521
	Less NOI at share - cash basis from:
	Development properties	(7,194)			(7,194)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	7,223			7,223			—			—			—
	Other non-same store income, net	(7,984)			(3,463)			—			—			(4,521)
Same store NOI at share - cash basis for the three months ended December 31, 2020		$	238,537		$	205,515		$	18,075		$	14,947		$	—
NOI at share - cash basis for the three months ended December 31, 2019		$	298,976		$	257,707		$	24,646		$	14,491		$	2,132
	Less NOI at share - cash basis from:
	Development properties	(16,308)			(16,308)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	(6,050)			(6,050)			—			—			—
	Other non-same store income, net	(10,882)			(8,577)			(173)			—			(2,132)
Same store NOI at share - cash basis for the three months ended December 31, 2019		$	265,736		$	226,772		$	24,473		$	14,491		$	—
(Decrease) increase in same store NOI at share - cash basis for the three months ended December 31, 2020 compared to December 31, 2019		$	(27,199)		$	(21,257)		$	(6,398)		$	456		$	—
% (decrease) increase in same store NOI at share - cash basis		(10.2)		%	(9.4)		%	(26.1)		%	3.1		%	—		%
NYSE: VNO	WWW.VNO.COM	PAGE 17 OF 21
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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2020 compared to December 31, 2019.

(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
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:
	Development properties	(30,946)			(30,946)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	33,146			33,146			—			—			—
	Other non-same store (income) expense, net	(27,898)			(18,361)			(524)			173			(9,186)
Same store NOI at share for the year ended December 31, 2020		$	946,881		$	817,730		$	68,654		$	60,497		$	—
NOI at share for the year ended December 31, 2019		$	1,259,777		$	1,072,828		$	102,071		$	59,657		$	25,221
	Less NOI at share from:
	Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV	(35,770)			(35,770)			—			—			—
	Dispositions	(7,420)			(7,420)			—			—			—
	Development properties	(68,063)			(68,063)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	(13,212)			(13,212)			—			—			—
	Other non-same store (income) expense, net	(36,827)			(11,722)			(354)			470			(25,221)
Same store NOI at share for the year ended December 31, 2019		$	1,098,485		$	936,641		$	101,717		$	60,127		$	—
(Decrease) increase in same store NOI at share for the year ended December 31, 2020 compared to December 31, 2019		$	(151,604)		$	(118,911)		$	(33,063)		$	370		$	—
% (decrease) increase in same store NOI at share		(13.8)		%	(12.7)		%	(32.5)		%	0.6		%	—		%	NYSE: VNO	WWW.VNO.COM	PAGE 18 OF 21
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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2020 compared to December 31, 2019.

(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
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:
	Development properties	(42,531)			(42,531)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	32,576			32,576			—			—			—
	Other non-same store (income) expense, net	(39,271)			(27,672)			(553)			5			(11,051)
Same store NOI at share - cash basis for the year ended December 31, 2020		$	969,599		$	832,979		$	75,698		$	60,922		$	—
NOI at share - cash basis for the year ended December 31, 2019		$	1,253,717		$	1,060,510		$	108,130		$	60,156		$	24,921
	Less NOI at share - cash basis from:
	Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV	(32,905)			(32,905)			—			—			—
	Dispositions	(8,219)			(8,219)			—			—			—
	Development properties	(87,856)			(87,856)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	(12,997)			(12,997)			—			—			—
	Other non-same store (income) expense, net	(54,571)			(29,207)			(692)			249			(24,921)
Same store NOI at share - cash basis for the year ended December 31, 2019		$	1,057,169		$	889,326		$	107,438		$	60,405		$	—
(Decrease) increase in same store NOI at share - cash basis for the year ended December 31, 2020 compared to December 31, 2019		$	(87,570)		$	(56,347)		$	(31,740)		$	517		$	—
% (decrease) increase in same store NOI at share - cash basis		(8.3)		%	(6.3)		%	(29.5)		%	0.9		%	—		%
NYSE: VNO	WWW.VNO.COM	PAGE 19 OF 21
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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
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:
	Development properties	(5,011)			(5,011)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	7,810			7,810			—			—			—
	Other non-same store income, net	(6,109)			(1,889)			—			—			(4,220)
Same store NOI at share for the three months ended December 31, 2020		$	245,183		$	213,454		$	17,091		$	14,638		$	—
NOI at share for the three months ended September 30, 2020		$	220,533		$	189,820		$	13,171		$	15,618		$	1,924
	Less NOI at share from:
	Development properties	(4,288)			(4,288)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	16,822			16,822			—			—			—
	Other non-same store (income) expense, net	(2,714)			(737)			(101)			48			(1,924)
Same store NOI at share for the three months ended September 30, 2020		$	230,353		$	201,617		$	13,070		$	15,666		$	—
Increase (decrease) in same store NOI at share for the three months ended December 31, 2020 compared to September 30, 2020		$	14,830		$	11,837		$	4,021		$	(1,028)		$	—
% increase (decrease) in same store NOI at share		6.4		%	5.9		%	30.8		%	(6.6)		%	—		%
NYSE: VNO	WWW.VNO.COM	PAGE 20 OF 21
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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
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:
	Development properties	(7,194)			(7,194)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	7,223			7,223			—			—			—
	Other non-same store income, net	(7,057)			(2,536)			—			—			(4,521)
Same store NOI at share - cash basis for the three months ended December 31, 2020		$	239,464		$	206,442		$	18,075		$	14,947		$	—
NOI at share - cash basis for the three months ended September 30, 2020		$	231,514		$	196,081		$	17,706		$	15,530		$	2,197
	Less NOI at share - cash basis from:
	Development properties	(7,733)			(7,733)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	16,830			16,830			—			—			—
	Other non-same store (income) expense, net	(4,518)			(2,196)			(130)			5			(2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020		$	236,093		$	202,982		$	17,576		$	15,535		$	—
Increase (decrease) in same store NOI at share - cash basis for the three months ended December 31, 2020 compared to September 30, 2020		$	3,371		$	3,460		$	499		$	(588)		$	—
% increase (decrease) in same store NOI at share - cash basis		1.4		%	1.7		%	2.8		%	(3.8)		%	—		%	NYSE: VNO	WWW.VNO.COM	PAGE 21 OF 21
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Document

EXHIBIT 99.2


	Page
COVID-19 PANDEMIC	3
BUSINESS DEVELOPMENTS	4	-	5
FINANCIAL INFORMATION
Financial Highlights	6
FFO, As Adjusted Bridge	7
Net (Loss) Income Attributable to Common Shareholders (Consolidated and by Segment)	8	-	11
Net Operating Income at Share and Net Operating Income at Share - Cash Basis (by Segment and by Subsegment)	12	-	15
Same Store NOI at Share and Same Store NOI at Share - Cash Basis and NOI at Share By Region	16
Consolidated Balance Sheets	17
LEASING ACTIVITY AND LEASE EXPIRATIONS
Leasing Activity	18	-	19
Lease Expirations	20	-	22
TRAILING TWELVE MONTH PRO-FORMA CASH NOI AT SHARE	23
DEBT AND CAPITALIZATION
Capital Structure	24
Common Shares Data	25
Debt Analysis	26
Consolidated Debt Maturities	27
UNCONSOLIDATED JOINT VENTURES	28	-	30
DEVELOPMENT ACTIVITY AND CAPITAL EXPENDITURES
Penn District Active Development/Redevelopment Summary	31
Other Development/Redevelopment Summary	32
Capital Expenditures, Tenant Improvements and Leasing Commissions	33	-	36
PROPERTY STATISTICS
Square Footage	37
Top 30 Tenants	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 will have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration of the pandemic, which are highly uncertain at this time but that impact could be material. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2020. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this supplemental package. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what Vornado Realty Trust and subsidiaries (the "Company") considers the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These include Funds From Operations ("FFO"), Funds Available for Distribution ("FAD"), Net Operating Income ("NOI") and Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre"). Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this Supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company's financial condition and results of operations, and, if applicable, the purposes for which management uses the measures, can be found in the Definitions section of this Supplemental package on page i in the Appendix.

COVID-19 PANDEMIC

Our business has been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread of the virus. Some of the effects on us include the following:

•While our buildings remain open, many of our office tenants are working remotely.

•We cancelled trade shows at theMART from late March through the remainder of 2020 and expect to resume in 2021.

•Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.

•Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo their $75,000 annual cash retainer for the remainder of 2020.

BUSINESS DEVELOPMENTS

Disposition Activity

Pennsylvania Real Estate Investment Trust ("PREIT")

220 Central Park South ("220 CPS")

Financing Activity

On August 12, 2020, we amended the $700,000,000 mortgage loan on 770 Broadway, a 1.2 million square foot Manhattan office building, to extend the term one year through March 2022.

BUSINESS DEVELOPMENTS

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

163,000 square feet of New York Office space (144,000 square feet at share) at an initial rent of $75.55 per square foot and a weighted average lease term of 8.5 years. The changes in the GAAP and cash mark-to-market rent on the 122,000 square feet of second generation space were positive 4.7% and 0.5%, respectively. Tenant improvements and leasing commissions were $6.90 per square foot per annum, or 9.1% of initial rent.

175,000 square feet of New York Retail space (125,000 square feet at share) at an initial rent of $75.82 per square foot and a weighted average lease term of 2.8 years. The changes in the GAAP and cash mark-to-market rent on the 117,000 square feet of second generation space were negative 19.1% and 21.6%, respectively. Tenant improvements and leasing commissions were $8.63 per square foot per annum, or 11.4% of initial rent.

62,000 square feet at theMART (all at share) at an initial rent of $47.80 per square foot and a weighted average lease term of 7.0 years. The changes in the GAAP and cash mark-to-market rent on the 62,000 square feet of second generation space were positive 1.5% and negative 3.5%, respectively. Tenant improvements and leasing commissions were $1.61 per square foot per annum, or 3.4% of initial rent.

271,000 square feet at 555 California Street (190,000 square feet at share), at an initial rent of $106.36 per square foot and a weighted average lease term of 9.2 years. The initial rent of $106.36 excludes the rent on a ten-year renewal option for 247,000 square feet (173,000 square feet at share) as the starting rent for this space will be determined in 2024 based on fair market value. The changes in the GAAP and cash mark-to-market rent on the 17,000 square feet of second generation space were positive 6.8% and negative 0.7%, respectively. Tenant improvements and leasing commissions were $2.95 per square foot per annum, or 2.8% of initial rent, excluding the ten-year renewal option for 247,000 square feet (173,000 square feet at share).

Leasing Activity For The Year Ended December 31, 2020:

2,231,000 square feet of New York Office space (1,853,000 square feet at share) at an initial rent of $89.33 per square foot and a weighted average lease term of 14.4 years. Includes 730,000 square feet (694,000 at our share) for the new Facebook lease at Farley Office and 633,000 square feet (348,000 at our share) for the New York University long-term renewal at One Park Avenue. The initial rent of $89.33 excludes the rent on 174,000 square feet (all at share) as the starting rent for this space will be determined later in 2021 based on fair market value. The changes in the GAAP and cash mark-to-market rent on the 899,000 square feet of second generation space were positive 11.0% and 4.6%, respectively. Tenant improvements and leasing commissions were $8.75 per square foot per annum, or 9.8% of initial rent.

238,000 square feet of New York Retail space (184,000 square feet at share) at an initial rent of $136.29 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 159,000 square feet of second generation space were positive 1.3% and negative 5.9%, respectively. Tenant improvements and leasing commissions were $16.80 per square foot per annum, or 12.3% of initial rent.

379,000 square feet at theMART (all at share) at an initial rent of $49.74 per square foot and a weighted average lease term of 8.5 years. The changes in the GAAP and cash mark-to-market rent on the 374,000 square feet of second generation space were positive 1.5% and negative 1.9%, respectively. Tenant improvements and leasing commissions were $3.89 per square foot per annum, or 7.8% of initial rent.

371,000 square feet at 555 California Street (260,000 square feet at share) at an initial rent of $108.92 per square foot and a weighted average lease term of 8.0 years. The initial rent of $108.92 excludes the rent on a ten-year renewal option for 247,000 square feet (173,000 square feet at share) as the starting rent for this space will be determined in 2024 based on fair market value. The changes in the GAAP and cash mark-to-market rent on the 87,000 square feet of second generation space were positive 54.7% and 39.7%, respectively. Tenant improvements and leasing commissions were $6.94 per square foot per annum, or 6.4% of initial rent, excluding the ten-year renewal option for 247,000 square feet (173,000 square feet at share).

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, 2020
	2020				2019							2020					2019
Total revenues	$	376,431			$	460,968		$	363,962				$	1,527,951				$	1,924,700
Net (loss) income attributable to common shareholders	$	(209,127)			$	193,217		$	53,170				$	(348,744)				$	3,097,806
Per common share:
Basic	$	(1.09)			$	1.01		$	0.28				$	(1.83)				$	16.23
Diluted	$	(1.09)			$	1.01		$	0.28				$	(1.83)				$	16.21
Net income (loss) attributable to common shareholders, as adjusted (non-GAAP)	$	957			$	56,381		$	(16,613)				$	(6,907)				$	176,716
Per diluted share (non-GAAP)	$	0.01			$	0.29		$	(0.09)				$	(0.04)				$	0.92
FFO attributable to common shareholders plus assumed conversions, as adjusted<br> (non-GAAP)	$	127,217			$	171,030		$	112,595				$	483,044				$	666,207
Per diluted share (non-GAAP)	$	0.66			$	0.89		$	0.59				$	2.53				$	3.49
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	138,399			$	311,876		$	278,507				$	750,522				$	1,003,398
FFO - Operating Partnership Basis ("OP Basis") (non-GAAP)	$	147,486			$	332,029		$	296,559				$	799,437				$	1,067,457
Per diluted share (non-GAAP)	$	0.72			$	1.63		$	1.46				$	3.93				$	5.25
Dividends per common share:
Regular dividends	$	0.53			$	0.66		$	0.53				$	2.38				$	2.64
Special dividend	—				1.95			—					—					1.95
Total	$	0.53			$	2.61		$	0.53				$	2.38				$	4.59
FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted)	79.1		%	(1)	74.2		%	80.3		%	(1)		85.6		%	(1)		75.6		%
FAD payout ratio	103.9		%		93.0		%	88.3		%			101.3		%			95.3		%
Weighted average common shares outstanding (REIT basis)	191,279				190,916			191,162					191,146					190,801
Convertible units:
Class A	12,297				12,162			12,392					12,357					12,146
Equity awards - unit equivalents	288				413			26					151					301
Weighted average shares used in determining FFO attributable to Class A unitholders plus assumed conversions per diluted share (OP basis)	203,864				203,491			203,580					203,654					203,248

________________________________

(1)Excludes the impact of non-cash write-offs of receivables arising from the straight-lining of rents (including the JCPenney retail lease at Manhattan Mall and the New York & Company, Inc. office lease at 330 West 34th Street) of $1,401, $13,873 and $51,571, respectively, for the three months ended December 31, 2020 and September 30, 2020, and the year ended December 31, 2020.

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

FFO, AS ADJUSTED BRIDGE - Q4 2020 VS. Q4 2019 (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, 2019	$	171.0	$	0.89
(Decrease) increase in FFO, as adjusted due to:
Variable businesses:
Hotel Pennsylvania closed since April 1, 2020	(13.6)
Signage	(6.1)
Trade shows	(1.7)
Garages	(1.6)
BMS	(1.4)
	(24.4)
Tenant related items (inclusive of $4.8 decrease from JCPenney, $2.5 decrease from New York and Company, Inc. and $3.6 Ballast Point lease termination income in 2019)	(18.9)
PENN District out of service for redevelopment	(9.4)
Interest expense decrease (partially offset by lower capitalized interest) and other, net	6.2
	(46.5)
Noncontrolling interests' share of above items	2.7
Net decrease	(43.8)		(0.23)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2020	$	127.2	$	0.66

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

CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
	For the Three Months Ended
	December 31,						September 30, 2020
	2020		2019		Variance
Property rentals(1)(2)	$	298,910	$	360,139	$	(61,229)	$	281,068
Tenant expense reimbursements(1)	40,563		55,233		(14,670)		41,702
Amortization of acquired below-market leases, net	3,824		4,269		(445)		3,648
Straight-lining of rents	(4,383)		(1,233)		(3,150)		(4,165)
Total rental revenues	338,914		418,408		(79,494)		322,253
Fee and other income:
BMS cleaning fees	27,901		31,642		(3,741)		24,054
Management and leasing fees	3,063		3,479		(416)		11,649
Other income	6,553		7,439		(886)		6,006
Total revenues	376,431		460,968		(84,537)		363,962
Operating expenses	(188,989)		(223,975)		34,986		(195,645)
Depreciation and amortization	(107,084)		(92,926)		(14,158)		(107,013)
General and administrative	(61,254)		(39,791)		(21,463)		(32,407)
Expense from deferred compensation plan liability	(6,991)		(3,887)		(3,104)		(4,341)
Impairment losses and transaction related costs, net	(242,593)		(3,223)		(239,370)		(584)
Total expenses	(606,911)		(363,802)		(243,109)		(339,990)
Income (loss) from partially owned entities	24,567		22,726		1,841		(80,909)
Loss from real estate fund investments	(999)		(90,302)		89,303		(13,823)
Interest and other investment income, net	1,569		5,889		(4,320)		1,729
Income from deferred compensation plan assets	6,991		3,887		3,104		4,341
Interest and debt expense	(54,633)		(59,683)		5,050		(57,371)
Net gains on disposition of wholly owned and partially owned assets	42,458		203,835		(161,377)		214,578
(Loss) income before income taxes	(210,527)		183,518		(394,045)		92,517
Income tax benefit (expense)	1,801		(22,897)		24,698		(23,781)
(Loss) income from continuing operations	(208,726)		160,621		(369,347)		68,736
Income from discontinued operations	—		55		(55)		—
Net (loss) income	(208,726)		160,676		(369,402)		68,736
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries	(1,109)		58,592		(59,701)		848
Operating Partnership	14,856		(13,518)		28,374		(3,884)
Net (loss) income attributable to Vornado	(194,979)		205,750		(400,729)		65,700
Preferred share dividends	(14,148)		(12,533)		(1,615)		(12,530)
Net (loss) income attributable to common shareholders	$	(209,127)	$	193,217	$	(402,344)	$	53,170
Capitalized expenditures:
Development payroll	$	5,958	$	3,341	$	2,617	$	2,820
Interest and debt expense	10,227		13,016		(2,789)		9,328

________________________________

(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 $2,438 and $749 for the three months ended December 31, 2020 and 2019, respectively, and by $22,135 for the three months ended September 30, 2020 for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).

CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
	For the Year Ended December 31,
	2020		2019		Variance
Property rentals(1)(2)	$	1,217,698	$	1,528,870	$	(311,172)
Tenant expense reimbursements(1)	167,463		228,201		(60,738)
Amortization of acquired below-market leases, net	16,878		19,830		(2,952)
Straight-lining of rents	(24,404)		(9,679)		(14,725)
Total rental revenues	1,377,635		1,767,222		(389,587)
Fee and other income:
BMS cleaning fees	105,536		124,674		(19,138)
Management and leasing fees	19,416		13,542		5,874
Other income	25,364		19,262		6,102
Total revenues	1,527,951		1,924,700		(396,749)
Operating expenses	(789,066)		(917,981)		128,915
Depreciation and amortization	(399,695)		(419,107)		19,412
General and administrative	(181,509)		(169,920)		(11,589)
Expense from deferred compensation plan liability	(6,443)		(11,609)		5,166
Impairment losses and transaction related costs, net	(174,027)		(106,538)		(67,489)
Total expenses	(1,550,740)		(1,625,155)		74,415
(Loss) income from partially owned entities(3)	(329,112)		78,865		(407,977)
Loss from real estate fund investments	(226,327)		(104,082)		(122,245)
Interest and other investment (loss) income, net	(5,499)		21,819		(27,318)
Income from deferred compensation plan assets	6,443		11,609		(5,166)
Interest and debt expense	(229,251)		(286,623)		57,372
Net gain on transfer to Fifth Avenue and Times Square JV	—		2,571,099		(2,571,099)
Net gains on disposition of wholly owned and partially owned assets	381,320		845,499		(464,179)
(Loss) income before income taxes	(425,215)		3,437,731		(3,862,946)
Income tax expense	(36,630)		(103,439)		66,809
(Loss) income from continuing operations	(461,845)		3,334,292		(3,796,137)
Loss from discontinued operations	—		(30)		30
Net (loss) income	(461,845)		3,334,262		(3,796,107)
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	139,894		24,547		115,347
Operating Partnership	24,946		(210,872)		235,818
Net (loss) income attributable to Vornado	(297,005)		3,147,937		(3,444,942)
Preferred share dividends	(51,739)		(50,131)		(1,608)
Net (loss) income attributable to common shareholders	$	(348,744)	$	3,097,806	$	(3,446,550)
Capitalized expenditures:
Development payroll	$	17,654	$	16,014	$	1,640
Interest and debt expense	41,056		72,200		(31,144)

________________________________

(2)Reduced by $63,204 and $17,237 for the years ended December 31, 2020 and 2019, respectively, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).

(3)Beginning April 18, 2019, "(loss) income from partially owned entities" includes the previously consolidated properties contributed to Fifth Avenue and Times Square JV.

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands)			For the Three Months Ended December 31, 2020
---	---	---	---	---	---	---
	Total		New York		Other
Property rentals(1)(2)	$	298,910	$	236,100	$	62,810
Tenant expense reimbursements(1)	40,563		31,485		9,078
Amortization of acquired below-market leases, net	3,824		3,623		201
Straight-lining of rents	(4,383)		(3,007)		(1,376)
Total rental revenues	338,914		268,201		70,713
Fee and other income:
BMS cleaning fees	27,901		29,686		(1,785)
Management and leasing fees	3,063		3,201		(138)
Other income	6,553		1,272		5,281
Total revenues	376,431		302,360		74,071
Operating expenses	(188,989)		(155,907)		(33,082)
Depreciation and amortization	(107,084)		(82,982)		(24,102)
General and administrative	(61,254)		(22,455)		(38,799)
Expense from deferred compensation plan liability	(6,991)		—		(6,991)
Impairment losses and transaction related costs, net	(242,593)		(236,286)		(6,307)
Total expenses	(606,911)		(497,630)		(109,281)
Income (loss) income from partially owned entities	24,567		24,662		(95)
Loss from real estate fund investments	(999)		—		(999)
Interest and other investment income, net	1,569		908		661
Income from deferred compensation plan assets	6,991		—		6,991
Interest and debt expense	(54,633)		(27,157)		(27,476)
Net gains on disposition of wholly owned and partially owned assets	42,458		—		42,458
Loss before income taxes	(210,527)		(196,857)		(13,670)
Income tax benefit (expense)	1,801		3,242		(1,441)
Net loss	(208,726)		(193,615)		(15,111)
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries	(1,109)		(2,842)		1,733
Net loss attributable to Vornado Realty L.P.	(209,835)		$	(196,457)	$	(13,378)
Less net loss attributable to noncontrolling interests in the Operating Partnership	14,897
Preferred unit distributions	(14,189)
Net loss attributable to common shareholders	$	(209,127)
For the three months ended December 31, 2019:
Net income attributable to Vornado Realty L.P.	$	219,268	$	95,686	$	123,582
Net income attributable to common shareholders	$	193,217

________________________________

(2)Reduced by $2,438 and $749 for the three months ended December 31, 2020 and 2019, respectively, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).

10 -

NET LOSS (INCOME) ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands)			For the Year Ended December 31, 2020
---	---	---	---	---	---	---
	Total		New York		Other
Property rentals(1)(2)	$	1,217,698	$	956,956	$	260,742
Tenant expense reimbursements(1)	167,463		131,284		36,179
Amortization of acquired below-market leases, net	16,878		16,095		783
Straight-lining of rents	(24,404)		(20,835)		(3,569)
Total rental revenues	1,377,635		1,083,500		294,135
Fee and other income:
BMS cleaning fees	105,536		112,112		(6,576)
Management and leasing fees	19,416		19,508		(92)
Other income	25,364		6,628		18,736
Total revenues	1,527,951		1,221,748		306,203
Operating expenses	(789,066)		(640,531)		(148,535)
Depreciation and amortization	(399,695)		(307,835)		(91,860)
General and administrative	(181,509)		(63,899)		(117,610)
Expense from deferred compensation plan liability	(6,443)		—		(6,443)
Impairment losses and transaction related costs, net	(174,027)		(166,026)		(8,001)
Total expenses	(1,550,740)		(1,178,291)		(372,449)
(Loss) income from partially owned entities	(329,112)		(331,738)		2,626
Loss from real estate fund investments	(226,327)		—		(226,327)
Interest and other investment (loss) income, net	(5,499)		2,981		(8,480)
Income from deferred compensation plan assets	6,443		—		6,443
Interest and debt expense	(229,251)		(116,014)		(113,237)
Net gains on disposition of wholly owned and partially owned assets	381,320		—		381,320
Loss before income taxes	(425,215)		(401,314)		(23,901)
Income tax (expense) benefit	(36,630)		11,163		(47,793)
Net loss	(461,845)		(390,151)		(71,694)
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries	139,894		(14,599)		154,493
Net (loss) income attributable to Vornado Realty L.P.	(321,951)		$	(404,750)	$	82,799
Less net loss attributable to noncontrolling interests in the Operating Partnership	25,111
Preferred unit distributions	(51,904)
Net loss attributable to common shareholders	$	(348,744)
For the year ended December 31, 2019:
Net income attributable to Vornado Realty L.P.	$	3,358,809	$	2,957,203	$	401,606
Net income attributable to common shareholders	$	3,097,806

________________________________

11 -

NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (unaudited)
(Amounts in thousands)			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 December 31, 2019
---	---	---	---	---	---	---
	Total		New York		Other
Total revenues	$	460,968	$	377,626	$	83,342
Operating expenses	(223,975)		(184,231)		(39,744)
NOI - consolidated	236,993		193,395		43,598
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(17,417)		(9,885)		(7,532)
Add: NOI from partially owned entities	85,990		82,774		3,216
NOI at share	305,566		266,284		39,282
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(6,590)		(8,577)		1,987
NOI at share - cash basis	$	298,976	$	257,707	$	41,269	For the Three Months Ended September 30, 2020
---	---	---	---	---	---	---
	Total		New York		Other
Total revenues	$	363,962	$	293,145	$	70,817
Operating expenses	(195,645)		(161,386)		(34,259)
NOI - consolidated	168,317		131,759		36,558
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(25,959)		(17,776)		(8,183)
Add: NOI from partially owned entities	78,175		75,837		2,338
NOI at share	220,533		189,820		30,713
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	10,981		6,261		4,720
NOI at share - cash basis	$	231,514	$	196,081	$	35,433

________________________________

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

12 -

NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (unaudited)
(Amounts in thousands)			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: 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	For the Year Ended December 31, 2019
---	---	---	---	---	---	---
	Total		New York		Other
Total revenues	$	1,924,700	$	1,577,860	$	346,840
Operating expenses	(917,981)		(758,304)		(159,677)
NOI - consolidated	1,006,719		819,556		187,163
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(69,332)		(40,896)		(28,436)
Add: NOI from partially owned entities	322,390		294,168		28,222
NOI at share	1,259,777		1,072,828		186,949
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(6,060)		(12,318)		6,258
NOI at share - cash basis	$	1,253,717	$	1,060,510	$	193,207

________________________________________

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

13 -

NET OPERATING INCOME AT SHARE BY SUBSEGMENT (unaudited)
(Amounts in thousands)			For the Three Months Ended							For the Year Ended<br>December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---
	December 31,				September 30, 2020
	2020		2019				2020			2019
NOI at share:
New York:
Office(1)(2)	$	167,865	$	183,925	$	159,981		$	672,495		$	724,526
Retail(1)(3)	38,146		59,728		35,294			147,299			273,217
Residential	4,083		5,835		4,536			20,687			23,363
Alexander's Inc. ("Alexander's")(4)	10,259		10,626		6,830			35,912			44,325
Hotel Pennsylvania(5)	(7,809)		6,170		(16,821)			(42,502)			7,397
Total New York	212,544		266,284		189,820			833,891			1,072,828
Other:
theMART(6)	17,091		22,712		13,171			69,178			102,071
555 California Street	14,638		14,533		15,618			60,324			59,657
Other investments(7)	4,220		2,037		1,924			9,186			25,221
Total Other	35,949		39,282		30,713			138,688			186,949
NOI at share	$	248,493	$	305,566	$	220,533		$	972,579		$	1,259,777

____________________

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

(7) 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties ("UE") (sold on March 4, 2019).

14 -

NET OPERATING INCOME AT SHARE - CASH BASIS BY SUBSEGMENT (unaudited)
(Amounts in thousands)			For the Three Months Ended							For the Year Ended<br>December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---
	December 31,				September 30, 2020
	2020		2019				2020			2019
NOI at share - cash basis:
New York:
Office(1)(2)	$	166,925	$	180,762	$	162,357		$	691,755		$	718,734
Retail(1)(3)	34,256		54,357		36,476			158,686			267,655
Residential	3,828		5,763		4,178			19,369			21,894
Alexander's(4)	11,163		10,773		9,899			42,737			45,093
Hotel Pennsylvania(5)	(7,223)		6,052		(16,829)			(41,941)			7,134
Total New York	208,949		257,707		196,081			870,606			1,060,510
Other:
theMART(6)	18,075		24,646		17,706			76,251			108,130
555 California Street	14,947		14,491		15,530			60,917			60,156
Other investments(7)	4,521		2,132		2,197			11,051			24,921
Total Other	37,543		41,269		35,433			148,219			193,207
NOI at share - cash basis	$	246,492	$	298,976	$	231,514		$	1,018,825		$	1,253,717

____________________

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

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

(7) 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and UE (sold on March 4, 2019).

15 -

| SAME STORE NOI AT SHARE AND SAME STORE NOI AT SHARE - CASH BASIS (NON-GAAP) (unaudited) | | --- || | | Total | | New York | | theMART | | 555 California Street | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Same store NOI at share % (decrease) increase(1): | | | | | | | | | | | | Three months ended December 31, 2020 compared to December 31, 2019 | (11.3) | % | (10.8) | % | (24.2) | % | 0.2 | % | | | Year ended December 31, 2020 compared to December 31, 2019 | (13.8) | % | (12.7) | % | (32.5) | % | 0.6 | % | | | Three months ended December 31, 2020 compared to September 30, 2020 | 6.4 | % | 5.9 | % | 30.8 | % | (6.6) | % | | Same store NOI at share - cash basis % (decrease) increase(1): | | | | | | | | | | | | Three months ended December 31, 2020 compared to December 31, 2019 | (10.2) | % | (9.4) | % | (26.1) | % | 3.1 | % | | | Year ended December 31, 2020 compared to December 31, 2019 | (8.3) | % | (6.3) | % | (29.5) | % | 0.9 | % | | | Three months ended December 31, 2020 compared to September 30, 2020 | 1.4 | % | 1.7 | % | 2.8 | % | (3.8) | % |

________________________________

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

| NOI AT SHARE BY REGION (unaudited) | | --- || | For the Three Months Ended December 31, | | | | For the Year Ended December 31, | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2020 | | 2019 | | 2020 | | 2019 | | | Region: | | | | | | | | | | New York City metropolitan area | 87 | % | 88 | % | 87 | % | 87 | % | | Chicago, IL | 7 | % | 7 | % | 7 | % | 8 | % | | San Francisco, CA | 6 | % | 5 | % | 6 | % | 5 | % | | | 100 | % | 100 | % | 100 | % | 100 | % |

16 -

CONSOLIDATED BALANCE SHEETS (unaudited)
(Amounts in thousands)
	As of				Increase<br>(Decrease)
	December 31, 2020		December 31, 2019
ASSETS
Real estate, at cost:
Land	$	2,420,054	$	2,591,261	$	(171,207)
Buildings and improvements	7,933,030		7,953,163		(20,133)
Development costs and construction in progress	1,604,637		1,490,614		114,023
Moynihan Train Hall development expenditures	—		914,960		(914,960)
Leasehold improvements and equipment	130,222		124,014		6,208
Total	12,087,943		13,074,012		(986,069)
Less accumulated depreciation and amortization	(3,169,446)		(3,015,958)		(153,488)
Real estate, net	8,918,497		10,058,054		(1,139,557)
Right-of-use assets	367,365		379,546		(12,181)
Cash and cash equivalents	1,624,482		1,515,012		109,470
Restricted cash	105,887		92,119		13,768
Marketable securities	—		33,313		(33,313)
Tenant and other receivables	77,658		95,733		(18,075)
Investments in partially owned entities	3,491,107		3,999,165		(508,058)
Real estate fund investments	3,739		222,649		(218,910)
220 Central Park South condominium units ready for sale	128,215		408,918		(280,703)
Receivable arising from the straight-lining of rents	674,075		742,206		(68,131)
Deferred leasing costs, net	372,919		353,986		18,933
Identified intangible assets, net	23,856		30,965		(7,109)
Other assets	434,022		355,347		78,675
Total Assets	$	16,221,822	$	18,287,013	$	(2,065,191)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net	$	5,580,549	$	5,639,897	$	(59,348)
Senior unsecured notes, net	446,685		445,872		813
Unsecured term loan, net	796,762		745,840		50,922
Unsecured revolving credit facilities	575,000		575,000		—
Lease liabilities	401,008		498,254		(97,246)
Moynihan Train Hall obligation	—		914,960		(914,960)
Special dividend/distribution payable	—		398,292		(398,292)
Accounts payable and accrued expenses	427,202		440,049		(12,847)
Deferred revenue	40,110		59,429		(19,319)
Deferred compensation plan	105,564		103,773		1,791
Other liabilities	294,520		265,754		28,766
Total liabilities	8,667,400		10,087,120		(1,419,720)
Redeemable noncontrolling interests	606,267		888,915		(282,648)
Shareholders' equity	6,533,198		6,732,030		(198,832)
Noncontrolling interests in consolidated subsidiaries	414,957		578,948		(163,991)
Total liabilities, redeemable noncontrolling interests and equity	$	16,221,822	$	18,287,013	$	(2,065,191)

17 -

LEASING ACTIVITY (unaudited)
(Square feet in thousands)

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

	New York									555 California Street
	Office			Retail			theMART
Three Months Ended December 31, 2020
Total square feet leased	163			175			62			271
Our share of square feet leased:	144			125			62			190
Initial rent(1)	$	75.55		$	75.82		$	47.80		$	106.36		(3)
Weighted average lease term (years)	8.5			2.8			7.0			9.2
Second generation relet space:
Square feet	122			117			62			17
GAAP basis:
Straight-line rent(2)	$	75.68		$	54.44		$	44.76		$	104.70		(3)
Prior straight-line rent	$	72.28		$	67.31		$	44.09		$	98.03
Percentage increase (decrease)	4.7		%	(19.1)		%	1.5		%	6.8		%
Cash basis (non-GAAP):
Initial rent(1)	$	75.15		$	55.13		$	47.80		$	106.36		(3)
Prior escalated rent	$	74.78		$	70.32		$	49.55		$	107.14
Percentage increase (decrease)	0.5		%	(21.6)		%	(3.5)		%	(0.7)		%
Tenant improvements and leasing commissions:
Per square foot	$	58.65		$	24.17		$	11.25		$	3.85
Per square foot per annum	$	6.90		$	8.63		$	1.61		$	2.95
Percentage of initial rent	9.1		%	11.4		%	3.4		%	2.8		%

________________________________

See notes on following page.

18 -

LEASING ACTIVITY (unaudited)
(Square feet in thousands)

	New York										555 California Street
	Office				Retail			theMART
Year Ended December 31, 2020
Total square feet leased	2,231			(4)	238			379			371
Our share of square feet leased:	1,853				184			379			260
Initial rent(1)	$	89.33		(5)	$	136.29		$	49.74		$	108.92		(3)
Weighted average lease term (years)	14.4				4.0			8.5			8.0
Second generation relet space:
Square feet	899				159			374			87
GAAP basis:
Straight-line rent(2)	$	82.22		(5)	$	110.50		$	46.88		$	106.75		(3)
Prior straight-line rent	$	74.04			$	109.06		$	46.20		$	69.02
Percentage increase	11.0		%		1.3		%	1.5		%	54.7		%
Cash basis (non-GAAP):
Initial rent(1)	$	74.74		(5)	$	109.60		$	49.60		$	108.92		(3)
Prior escalated rent	$	71.47			$	116.47		$	50.55		$	77.98
Percentage increase (decrease)	4.6		%		(5.9)		%	(1.9)		%	39.7		%
Tenant improvements and leasing commissions:
Per square foot	$	126.06			$	67.19		$	33.10		$	28.94		(3)
Per square foot per annum	$	8.75			$	16.80		$	3.89		$	6.94
Percentage of initial rent	9.8		%		12.3		%	7.8		%	6.4		%

________________________________

(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.

(3)Excludes 247 square feet (173 square feet at share) as the starting rent for this space will be determined in 2024 based on fair market value.

(4)Includes 730 square feet (694 at our share) for the new Facebook lease at Farley Office and 633 square feet (348 at our share) for the New York University long-term renewal at One Park Avenue.

(5)Excludes the rent on 174 square feet as the starting rent for this space will be determined later in 2021 based on fair market value.

19 -

LEASE EXPIRATIONS (unaudited)<br>NEW YORK SEGMENT
	Period of Lease<br>Expiration	Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1)			Weighted Average Annual<br>Rent of Expiring Leases					Percentage of<br>Annualized<br>Escalated Rent
			Total				Per Sq. Ft.
Office:	Month to Month	32,000			$	2,407,000		$	75.22	0.2	%
	First Quarter 2021	155,000			10,182,000			65.69		0.9	%
	Second Quarter 2021	290,000			29,182,000			100.63		2.7	%
	Third Quarter 2021	71,000			5,861,000			82.55		0.5	%
	Fourth Quarter 2021	226,000			15,038,000			66.54		1.4	%
	Total 2021	742,000			60,263,000			81.22		5.5	%
	2022	726,000			49,817,000			68.62		4.6	%
	2023	1,847,000			164,053,000			88.82		15.1	%
	2024	1,430,000			118,402,000			82.80		10.9	%
	2025	813,000			65,293,000			80.31		6.0	%
	2026	1,425,000			106,625,000			74.82		9.8	%
	2027	1,165,000			85,100,000			73.05		7.8	%
	2028	907,000			63,221,000			69.70		5.8	%
	2029	648,000			54,375,000			83.91		5.0	%
	2030	594,000			45,412,000			76.45		4.2	%
	Thereafter	3,798,000		(2)	271,292,000			71.43		25.1	%
Retail:	Month to Month	30,000			$	4,405,000		$	146.83	1.6	%
	First Quarter 2021	27,000			7,990,000			295.93		2.9	%
	Second Quarter 2021	20,000			1,930,000			96.50		0.7	%
	Third Quarter 2021	8,000			1,222,000			152.75		0.5	%
	Fourth Quarter 2021	15,000			2,409,000			160.60		0.9	%
	Total 2021	70,000			13,551,000			193.59		5.0	%
	2022	116,000			8,524,000			73.48		3.1	%
	2023	36,000			25,137,000			698.25		9.2	%
	2024	202,000			45,730,000			226.39		16.8	%
	2025	33,000			12,448,000			377.21		4.6	%
	2026	70,000			25,350,000			362.14		9.3	%
	2027	30,000			22,381,000			746.03		8.2	%
	2028	23,000			12,835,000			558.04		4.7	%
	2029	46,000			20,285,000			440.98		7.4	%
	2030	159,000			20,262,000			127.43		7.4	%
	Thereafter	310,000			61,752,000			199.20		22.7	%

________________________________

(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.

20 -

LEASE EXPIRATIONS (unaudited)<br>theMART
	Period of Lease<br>Expiration	Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1)		Weighted Average Annual<br>Rent of Expiring Leases					Percentage of<br>Annualized<br>Escalated Rent
			Total			Per Sq. Ft.
Office / Showroom / Retail:	Month to Month	4,000		$	108,000		$	27.00	0.1	%
	First Quarter 2021	17,000		1,124,000			66.12		0.7	%
	Second Quarter 2021	3,000		179,000			59.67		0.1	%
	Third Quarter 2021	41,000		2,247,000			54.80		1.4	%
	Fourth Quarter 2021	183,000		8,276,000			45.22		5.3	%
	Total 2021	244,000		11,826,000			48.47		7.5	%
	2022	448,000		22,396,000			49.99		14.2	%
	2023	309,000		15,907,000			51.48		10.1	%
	2024	310,000		15,527,000			50.09		9.9	%
	2025	341,000		18,638,000			54.66		11.8	%
	2026	316,000		15,802,000			50.01		10.0	%
	2027	171,000		8,662,000			50.65		5.5	%
	2028	637,000		28,176,000			44.23		18.0	%
	2029	73,000		3,483,000			47.71		2.2	%
	2030	11,000		613,000			55.73		0.4	%
	Thereafter	357,000		16,218,000			45.43		10.3	%

________________________________

(1) Excludes storage, vacancy and other.

21 -

LEASE EXPIRATIONS (unaudited)<br>555 California Street
	Period of Lease<br>Expiration	Our Share of<br><br>Square Feet<br><br>of Expiring<br><br>Leases(1)		Weighted Average Annual<br>Rent of Expiring Leases					Percentage of<br>Annualized<br>Escalated Rent
			Total			Per Sq. Ft.
Office / Retail:	Month to Month	—		$	—		$	—	—	%
	First Quarter 2021	1,000		95,000			95.00		0.1	%
	Second Quarter 2021	—		—			—		—	%
	Third Quarter 2021	—		—			—		—	%
	Fourth Quarter 2021	—		—			—		—	%
	Total 2021	1,000		95,000			95.00		0.1	%
	2022	48,000		4,298,000			89.54		4.4	%
	2023	133,000		10,377,000			78.02		10.6	%
	2024	57,000		5,475,000			96.05		5.6	%
	2025	282,000		24,035,000			85.23		24.6	%
	2026	202,000		15,913,000			78.78		16.3	%
	2027	65,000		5,780,000			88.92		5.9	%
	2028	20,000		1,598,000			79.90		1.6	%
	2029	78,000		7,299,000			93.58		7.5	%
	2030	106,000		10,439,000			98.48		10.7	%
	Thereafter	173,000		12,321,000			71.22		12.7	%

________________________________

(1) Excludes storage, vacancy and other.

22 -

TRAILING TWELVE MONTH PRO-FORMA CASH NET OPERATING INCOME AT SHARE (unaudited)
(Amounts in thousands)
	For the Year Ended December 31, 2020						For the Year Ended December 31, 2019
	NOI at Share -<br>Cash Basis		BMS NOI		Pro Forma NOI at Share - <br>Cash Basis		Pro Forma NOI at Share - Cash Basis
Office:
New York	$	691,755	$	(20,351)	$	671,404	$	678,184
theMART	76,251		—		76,251		108,130
555 California Street	60,917		—		60,917		60,156
Total Office	828,923		(20,351)		808,572		846,470
New York - Retail	158,686		—		158,686		219,669
New York - Residential	19,369		—		19,369		21,894
	$	1,006,978	$	(20,351)	$	986,627	$	1,088,033

23 -

CAPITAL STRUCTURE (unaudited)
(Amounts in thousands, except per share and per unit amounts)
			As of
			December 31, 2020
Debt (contractual balances) (non-GAAP):
Consolidated debt (1):
Mortgages payable			$	5,608,458
Senior unsecured notes			450,000
800 Million unsecured term loan			800,000
2.75 Billion unsecured revolving credit facilities			575,000
			7,433,458
Pro rata share of debt of non-consolidated entities(2)			2,873,174
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street)			(483,352)
			9,823,280		(A)
	Liquidation Preference
Perpetual Preferred:
5.00% preferred unit (D-16) (1 unit @ 1,000,000 per unit)			1,000
3.25% preferred units (D-17) (141,400 units @ 25 per unit)			3,535
5.70% Series K preferred shares	$	25.00	300,000
5.40% Series L preferred shares	25.00		300,000
5.25% Series M preferred shares	25.00		319,500
5.25% Series N preferred shares	25.00		300,000
			1,224,035		(B)
	December 31, 2020 Common Share Price
Equity:
Common shares	$	37.34	7,145,196
Class A units	37.34		464,174
Convertible share equivalents:
Equity awards - unit equivalents	37.34		43,016
D-13 preferred units	37.34		46,675
G1-G4 units	37.34		3,361
Series A preferred shares	37.34		971
			7,703,393		(C)
Total Market Capitalization (A+B+C)			$	18,750,708

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.

(2)Our pro rata share of debt of non-consolidated entities is net of our $16,200 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

24 -

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 2020			Third Quarter 2020			Second Quarter 2020			First Quarter 2020
High price	$	43.35		$	39.98		$	45.96		$	68.68
Low price	$	29.79		$	31.36		$	30.31		$	27.64
Closing price - end of quarter	$	37.34		$	33.71		$	38.21		$	36.21
Annualized quarterly dividend per share	$	2.12		$	2.12		$	2.64		$	2.64
Annualized dividend yield - on closing price		5.7	%		6.3	%		6.9	%		7.3	%
Outstanding shares, Class A units and convertible preferred units as converted (in thousands)		206,304			206,438			206,260			206,280
Closing market value of outstanding shares, Class A units and convertible preferred units as converted	$	7.7 Billion		$	7.0 Billion		$	7.9 Billion		$	7.5 Billion

25 -

DEBT ANALYSIS (unaudited)
(Amounts in thousands)
	As of December 31, 2020
	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)	$	7,433,458	2.89%	$	3,220,815	1.83%	$	4,212,643	3.70%
Pro rata share of debt of non-consolidated entities(2)	2,873,174		2.81%	1,384,710		1.80%	1,488,464		3.76%
Total	10,306,632		2.87%	4,605,525		1.82%	5,701,107		3.71%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street)	(483,352)			(37,059)			(446,293)
Company's pro rata share of total debt	$	9,823,280	2.82%	$	4,568,466	1.82%	$	5,254,814	3.69%
Debt Covenant Ratios:(3)	Senior Unsecured Notes due 2025		Unsecured Revolving Credit Facilities<br>and Unsecured Term Loan
---	---	---	---	---
	Required	Actual	Required	Actual
Total outstanding debt/total assets(4)	Less than 65%	44%	Less than 60%	33%
Secured debt/total assets	Less than 50%	32%	Less than 50%	26%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense)	Greater than 1.50	2.60		N/A
Fixed charge coverage		N/A	Greater than 1.40	2.60
Unencumbered assets/unsecured debt	Greater than 150%	407%		N/A
Unsecured debt/cap value of unencumbered assets		N/A	Less than 60%	13%
Unencumbered coverage ratio		N/A	Greater than 1.50	5.01		Unencumbered EBITDA (non-GAAP)(4):
---	---	---
	Q4 2020<br>Annualized
New York	$	184,168
Other	11,120
Total	$	195,288

________________________________

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

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

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

26 -

CONSOLIDATED DEBT MATURITIES (CONTRACTUAL BALANCES) (NON-GAAP) (unaudited)
(Amounts in thousands)
Property	Maturity<br><br>Date (1)	Spread over<br>LIBOR	Interest <br>Rate		2021		2022		2023		2024		2025		Thereafter		Total
909 Third Avenue	05/21		3.91%		$	350,000	$	—	$	—	$	—	$	—	$	—	$	350,000
555 California Street	09/21		5.10%		537,643		—		—		—		—		—		537,643
theMART	09/21		2.70%		675,000		—		—		—		—		—		675,000
770 Broadway	03/22	L+175	1.90%		—		700,000		—		—		—		—		700,000
1290 Avenue of the Americas	11/22		3.34%		—		950,000		—		—		—		—		950,000
$1.25 Billion unsecured revolving credit facility	01/23	L+100	—%		—		—		—		—		—		—		—
$800 Million unsecured term loan	02/24		3.70%	(2)	—		—		—		800,000		—		—		800,000
435 Seventh Avenue - retail	02/24	L+130	1.45%		—		—		—		95,696		—		—		95,696
$1.5 Billion unsecured revolving credit facility	03/24	L+90	1.05%		—		—		—		575,000		—		—		575,000
150 West 34th Street	05/24	L+188	2.03%		—		—		—		205,000		—		—		205,000
606 Broadway	09/24	L+180	1.95%		—		—		—		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	1.56%		—		—		—		—		120,000		—		120,000
PENN11	10/25	L+275	2.90%		—		—		—		—		500,000		—		500,000
888 Seventh Avenue	12/25	L+170	1.85%		—		—		—		—		321,000		—		321,000
100 West 33rd Street - office and retail	04/26	L+155	1.70%		—		—		—		—		—		580,000		580,000
350 Park Avenue	01/27		3.92%		—		—		—		—		—		400,000		400,000
					$	1,562,643	$	1,650,000	$	—	$	1,749,815	$	1,491,000	$	980,000	$	7,433,458
Weighted average rate					3.80%		2.73%		—%		2.44%		2.83%		2.61%		2.89%
Fixed rate debt					$	1,562,643	$	950,000	$	—	$	750,000	$	550,000	$	400,000	$	4,212,643
Fixed weighted average rate expiring					3.80%		3.34%		—%		3.87%		3.62%		3.92%		3.70%
Floating rate debt					$	—	$	700,000	$	—	$	999,815	$	941,000	$	580,000	$	3,220,815
Floating weighted average rate expiring					—%		1.90%		—%		1.36%		2.37%		1.70%		1.83%

________________________________

(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% (1.15% as of December 31, 2020). 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% (1.95% as of December 31, 2020).

27 -

UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
Joint Venture Name	Asset<br>Category	Percentage Ownership at December 31, 2020	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%	$	2,798,413		$	461,461		$	950,000	Various	Various	Various
Alexander's	Office/Retail	32.4%	82,902			377,312		(3)	1,164,544		Various	Various	Various
Partially owned office buildings/land:
One Park Avenue	Office/Retail	55.0%	149,180			165,000			300,000		03/21	L+175	1.90%
280 Park Avenue	Office/Retail	50.0%	104,490			600,000			1,200,000		09/24	L+173	1.88%
650 Madison Avenue	Office/Retail	20.1%	98,482			161,024			800,000		12/29	N/A	3.49%
512 West 22nd Street	Office/Retail	55.0%	58,802			65,524			119,134		06/24	L+200	2.15%
West 57th Street properties	Office/Retail/Land	50.0%	43,079			10,000			20,000		12/22	L+160	1.75%
825 Seventh Avenue	Office	50.0%	9,855			20,394			40,788		07/23	L+165	1.84%
61 Ninth Avenue	Office/Retail	45.1%	5,296			75,543			167,500		01/26	L+135	1.50%
Other	Office/Retail	Various	4,101			17,465			50,150		Various	Various	Various
Other equity method investments:
Independence Plaza	Residential/Retail	50.1%	60,984			338,175			675,000		07/25	N/A	4.25%
Rosslyn Plaza	Office/Residential	43.7% to 50.4%	32,068			19,089			37,866		06/22	L+195	2.11%
Other	Various	Various	43,455			91,312			575,399		Various	Various	Various
			$	3,491,107		$	2,402,299		$	6,100,381
7 West 34th Street	Office/Retail	53.0%	(55,340)		(4)	159,000			300,000		06/26	N/A	3.65%
85 Tenth Avenue	Office/Retail	49.9%	(13,080)		(4)	311,875			625,000		12/26	N/A	4.55%
			$	(68,420)		$	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)Net of our $16,200 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

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

28 -

UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
	Percentage Ownership at December 31, 2020		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,
		2020			2019			2020			2019
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Return on preferred equity, net of our share of the expense			$	9,431		$	9,455		$	—		$	—
Equity in net income	51.5%		7,432			10,022			30,902			36,364
			16,863			19,477			30,902			36,364
Alexander's	32.4%		5,906			4,497			10,259			10,626
One Park Avenue	55.0%		4,525			1,967			6,818			5,414
Independence Plaza	50.1%		(2,260)			(331)			3,743			6,631
85 Tenth Avenue	49.9%		(1,793)			(372)			3,585			4,887
7 West 34th Street	53.0%		1,176			1,168			3,685			3,640
280 Park Avenue	50.0%		895			(1,576)			9,251			8,671
61 Ninth Avenue	45.1%		624			462			1,687			1,716
650 Madison Avenue	20.1%		(478)			(3,307)			2,821			3,075
512 West 22nd Street	55.0%		(417)			38			1,240			829
West 57th Street properties	50.0%		(340)			(360)			(49)			(42)
Other, net	Various		(39)			(293)			1,209			963
			24,662			21,370			75,151			82,774
Other:
Alexander's corporate fee income	32.4%		1,531			1,097			382			516
Rosslyn Plaza	43.7% to 50.4%		(7)			31			1,075			1,178
Other, net	Various		(1,619)			228			344			1,522
			(95)			1,356			1,801			3,216
Total			$	24,567		$	22,726		$	76,952		$	85,990

29 -

UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
	Percentage Ownership at December 31, 2020		Our Share of Net (Loss) Income for the Year Ended December 31,							Our Share of NOI (non-GAAP) for the Year Ended December 31,
		2020				2019			2020			2019
Joint Venture Name
New York:
Fifth Avenue and Times Square JV(1):
Non-cash impairment loss			$	(413,349)			$	—		$	—		$	—
Return on preferred equity, net of our share of the expense			37,357				27,586			—			—
Equity in net income	51.5%		21,063		(2)		31,130			122,847			103,134
			(354,929)				58,716			122,847			103,134
Alexander's	32.4%		13,326		(3)		19,204			35,912			44,325
One Park Avenue	55.0%		11,757				6,879			22,358			21,229
85 Tenth Avenue	49.9%		(6,390)				(368)			15,720			19,617
280 Park Avenue	50.0%		4,767				(10,191)			39,318			34,495
Independence Plaza	50.1%		(4,301)				(1,120)			18,891			26,803
7 West 34th Street	53.0%		4,289				3,969			14,347			13,947
61 Ninth Avenue	45.1%		2,846				1,480			6,993			6,299
650 Madison Avenue	20.1%		(1,783)				(6,068)			11,255			11,314
512 West 22nd Street	55.0%		(1,462)				106			4,447			3,032
West 57th Street properties	50.0%		(1,295)				(654)			(124)			727
330 Madison Avenue(4)	N/A		—				1,333			—			5,669
Other, net	Various		1,437				(1,664)			4,483			3,577
			(331,738)				71,622			296,447			294,168
Other:
Alexander's corporate fee income	32.4%		5,309				4,575			2,398			2,252
Rosslyn Plaza	43.7% to 50.4%		295				501			4,697			5,201
UE(5)	N/A		—				773			—			4,902
PREIT(6)	N/A		—				51			—			9,824
Other, net	Various		(2,978)				1,343			2,953			6,043
			2,626				7,243			10,048			28,222
Total			$	(329,112)			$	78,865		$	306,495		$	322,390

____________________

(1)Entered into on April 18, 2019.

(2)Includes a $13,971 reduction in income related to a Forever 21 lease modification at 1540 Broadway and $3,125 of write-offs of lease receivables deemed uncollectible during 2020.

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

(4)Sold on July 11, 2019.

(5)Sold on March 4, 2019.

(6)On March 12, 2019, we converted all of our PREIT operating partnership units into common shares and began accounting for our investment as a marketable security and on January 23, 2020, we sold all of our common shares.

30 -

PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF DECEMBER 31, 2020 (unaudited)
(Amounts in thousands of dollars, except square feet)
		Property<br>Rentable<br>Sq. Ft.											Projected Incremental Cash Yield
Active Penn District Projects	Segment		Budget(1)			Amount<br>Expended			Remainder to be Expended		Stabilization Year
Farley (95% interest)	New York	844,000		1,120,000	(2)(3)		791,994	(2)		328,006		2022		6.4%
PENN2 - as expanded(4)	New York	1,795,000		750,000			91,219			658,781		2025		9.0%
PENN1 (including LIRR Concourse Retail)(5)	New York	2,545,000		450,000	(6)		167,894			282,106		N/A		12.2%	(5)(7)
Districtwide Improvements	New York	N/A		100,000			19,618			80,382		N/A		N/A
Total Active Penn District Projects				2,420,000			1,070,725			1,349,275				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)Increase in budget of 90,000 is primarily due to higher projected tenant improvement allowances for the office, restaurant and retail space.

(4)PENN2 estimated impact on cash basis NOI and FFO of square feet taken out of service:

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

________________________________

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

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

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

31 -

OTHER DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF DECEMBER 31, 2020 (unaudited)
(Amounts in thousands of dollars, except square feet)
		Property<br>Rentable<br>Sq. Ft.								Stabilization Year
Other Active Projects	Segment		Budget		Amount<br>Expended			Remainder to be Expended
220 CPS - residential condominiums	Other	397,000		1,480,000		1,455,000	(1)		25,000	N/A
345 Montgomery Street (555 California Street) (70% interest)	Other	78,000		46,000		38,683			7,317	2022
825 Seventh Avenue - office (50% interest)	New York	165,000		15,000		13,254			1,746	2022
Total Other Projects				1,541,000		1,506,937			34,063
Future Opportunities	Segment	Property<br>Zoning<br>Sq. Ft.
Penn District - multiple opportunities - office/residential/retail	New York
Hotel Pennsylvania	New York	2,052,000
260 Eleventh Avenue - office(2)	New York	280,000
Undeveloped Land
57th Street (50% interest)	New York	150,000
Eighth Avenue and 34th Street	New York	105,000
527 West Kinzie, Chicago	Other	330,000
Rego Park III (32.4% interest)	New York
Total undeveloped land		585,000

____________________

(1)Excludes land and acquisition costs of 515,426.

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

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

32 -

CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
CONSOLIDATED
(Amounts in thousands)
	Year Ended December 31,
	2020		2019		2018
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	65,173	$	93,226	$	92,386
Tenant improvements	65,313		98,261		100,191
Leasing commissions	18,626		18,229		33,254
Recurring tenant improvements, leasing commissions and other capital expenditures	149,112		209,716		225,831
Non-recurring capital expenditures(1)	64,624		30,374		43,135
Total capital expenditures and leasing commissions	$	213,736	$	240,090	$	268,966
	Year Ended December 31,
	2020		2019		2018
Amounts paid for development and redevelopment expenditures:
Farley Office and Retail	$	239,427	$	265,455	$	18,995	(2)
220 CPS	119,763		181,177		295,827
PENN1	105,392		51,168		8,856
PENN2	76,883		28,719		16,288
345 Montgomery Street	16,661		29,441		18,187
Other	43,794		93,096		60,033
	$	601,920	$	649,056	$	418,186

________________________________

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

(2)Includes amounts paid for development from October 30, 2018, the date of consolidation of Farley Office and Retail.

33 -

CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
NEW YORK SEGMENT
(Amounts in thousands)
	Year Ended December 31,
	2020		2019		2018
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	53,543	$	80,416	$	70,954
Tenant improvements	52,763		84,870		76,187
Leasing commissions	14,612		16,316		29,435
Recurring tenant improvements, leasing commissions and other capital expenditures	120,918		181,602		176,576
Non-recurring capital expenditures(1)	64,414		28,269		31,381
Total capital expenditures and leasing commissions	$	185,332	$	209,871	$	207,957
	Year Ended December 31,
	2020		2019		2018
Amounts paid for development and redevelopment expenditures:
Farley Office and Retail	$	239,427	$	265,455	$	18,995	(2)
PENN1	105,392		51,168		8,856
PENN2	76,883		28,719		16,288
Other	39,746		86,593		44,976
	$	461,448	$	431,935	$	89,115

________________________________

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

(2)Includes amounts paid for development from October 30, 2018, the date of consolidation of Farley Office and Retail.

34 -

CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
theMART
(Amounts in thousands)
	Year Ended December 31,
	2020		2019		2018
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	7,627	$	9,566	$	13,282
Tenant improvements	5,859		9,244		15,106
Leasing commissions	3,173		827		459
Recurring tenant improvements, leasing commissions and other capital expenditures	16,659		19,637		28,847
Non-recurring capital expenditures(1)	210		332		260
Total capital expenditures and leasing commissions	$	16,869	$	19,969	$	29,107
	Year Ended December 31,
	2020		2019		2018
Amounts paid for development and redevelopment expenditures:
Common area enhancements	$	3,063	$	476	$	51
Other	948		1,846		10,739
	$	4,011	$	2,322	$	10,790

________________________________

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

35 -

CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
555 CALIFORNIA STREET
(Amounts in thousands)
	Year Ended December 31,
	2020		2019		2018
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	4,003	$	3,244	$	8,150
Tenant improvements	6,691		4,147		8,898
Leasing commissions	841		1,086		3,360
Recurring tenant improvements, leasing commissions and other capital expenditures	11,535		8,477		20,408
Non-recurring capital expenditures(1)	—		1,773		11,494
Total capital expenditures and leasing commissions	$	11,535	$	10,250	$	31,902
	Year Ended December 31,
	2020		2019		2018
Amounts paid for development and redevelopment expenditures:
345 Montgomery Street	$	16,661	$	29,441	$	18,187
Other	—		3,896		445
	$	16,661	$	33,337	$	18,632

________________________________

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

CAPITAL EXPENDITURES (unaudited)
OTHER
(Amounts in thousands)
	Year Ended December 31,
	2020		2019		2018
Amounts paid for development and redevelopment expenditures:
220 CPS	$	119,763	$	181,177	$	295,827
Other	37		285		3,822
	$	119,800	$	181,462	$	299,649

36 -

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	20,586		17,520	2,107		15,230		—		183		—
Retail	2,690		2,208	403		—		1,805		—		—
Residential - 1,677 units	1,526		793	—		—		—		—		793
Alexander's (32.4% interest), including 312 residential units	2,444		791	25		298		386		—		82
Hotel Pennsylvania (closed since April 1, 2020)	1,400		1,400	1,400		—		—		—		—
	28,646		22,712	3,935		15,528		2,191		183		875
Other:
theMART	3,900		3,891	208		2,050		105		1,312		216
555 California Street (70% interest)	1,819		1,273	55		1,185		33		—		—
Other	2,841		1,342	188		212		831		—		111
	8,560		6,506	451		3,447		969		1,312		327
Total square feet at December 31, 2020	37,206		29,218	4,386		18,975		3,160		1,495		1,202
Total square feet at September 30, 2020	37,198		29,208	4,093		19,166		3,115		1,498		1,336
Parking Garages (not included above):	Square Feet		Number of <br>Garages	Number of <br>Spaces
New York	1,669		10	4,875
theMART	558		4	1,637
555 California Street	168		1	453
Rosslyn Plaza	411		4	1,094
Total at December 31, 2020	2,806		19	8,059

37 -

TOP 30 TENANTS (unaudited)
(Amounts in thousands, except square feet)		Tenants	Square<br><br>Footage<br><br>At Share	Annualized<br><br>Revenues<br><br>At Share<br><br>(non-GAAP)		% of Annualized<br><br>Revenues<br><br>At Share<br><br>(non-GAAP)(1)
---	---	---	---	---	---
Facebook(2)	757,653	$	79,449	4.2	%
IPG and affiliates	967,552	66,105		3.5	%
Bloomberg L.P.	303,147	39,298		2.1	%
Google/Motorola Mobility (guaranteed by Google)	728,483	36,797		2.0	%
Equitable Financial Life Insurance Company	336,646	35,697		1.9	%
Verizon Media Group	327,138	32,675		1.7	%
Swatch Group USA	14,950	31,010		1.7	%
Amazon (including its Whole Foods subsidiary)	310,272	29,688		1.6	%
LVMH Brands	77,585	26,899		1.4	%
The City of New York	582,545	26,043		1.4	%
Neuberger Berman Group LLC	306,611	25,310		1.3	%
Madison Square Garden & Affiliates	409,215	24,860		1.3	%
AMC Networks, Inc.	326,061	24,005		1.3	%
Bank of America	247,460	23,427		1.2	%
New York University	347,948	22,680		1.2	%
Apple	336,755	19,559		1.0	%
Macy's	250,350	19,223		1.0	%
Victoria's Secret (guaranteed by L Brands, Inc.)	33,164	18,410		1.0	%
PwC	241,196	17,937		1.0	%
Ziff Brothers Investments, Inc.	127,815	14,766		0.8	%
Fast Retailing (Uniqlo)	47,181	13,557		0.7	%
Cushman & Wakefield	127,314	13,082		0.7	%
Citadel	119,421	11,942		0.6	%
Foot Locker	149,987	11,633		0.6	%
Hollister	11,306	11,201		0.6	%
Manufacturers & Traders Trust	102,622	10,824		0.6	%
Forest Laboratories	168,673	10,624		0.6	%
Kirkland & Ellis LLP	106,752	10,595		0.6	%
Axon Capital	93,127	10,376		0.6	%
Alston & Bird LLP	126,872	10,174		0.5	%
				38.7	%

________________________________

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

(2)Excludes Facebook lease at Farley Office for 730,000 square feet (694,000 at our share) not yet commenced.

38 -

OCCUPANCY (unaudited)
	New York		theMART		555 California Street
Occupancy rate at:
December 31, 2020	92.1	%	89.5	%	98.4	%
September 30, 2020	94.3	%	89.8	%	98.4	%
December 31, 2019	96.7	%	94.6	%	99.8	%
September 30, 2019	96.8	%	95.0	%	100.0	%
RESIDENTIAL STATISTICS in service (unaudited)
---	---	---	---	---
		Vornado's Ownership Interest
	Number of Units	Number of Units	Occupancy Rate	Average Monthly<br>Rent Per Unit
New York:
December 31, 2020	1,989	954	83.9%	$3,719
September 30, 2020	1,990	954	84.8%	$3,758
December 31, 2019	1,991	955	97.0%	$3,889
September 30, 2019	1,991	955	96.8%	$3,879

39 -

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
PENN1:
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		4,254				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		2,000				2060		2110		Five 10-year renewal options. FMV resets upon exercise of first and fourth renewal options. Fixed rent increases every 5 years through initial term.
330 West 34th Street -<br><br>65.2% ground leased		1,906				2021		2149		Three 30-year and one 39-year renewal option at FMV.
909 Third Avenue		1,600				2041		2063		One 22-year renewal option at current annual rent.
962 Third Avenue (the Annex building to 150 East 58th Street) - 50.0% ground leased		666				None		2118		Rent resets every ten years to FMV.
Other:
Wayne Town Center		4,734				2035		2064		Two 10-year renewal options and one 9-year renewal option. Rent increases annually by the greater of CPI or 6%.
Annapolis		328				None		2042		Fixed rent increases to $650 per annum in 2022 and to $750 per annum in 2032.
Unconsolidated:
61 Ninth Avenue<br><br>(45.1% interest)		3,240				None		2115		Rent increases in April 2021 and every three-years thereafter based on CPI, subject to a cap. In 2051, 2071 and 2096, rent resets based on the increase in the property's gross revenue net of real estate taxes, if greater than the CPI reset.
Flushing (Alexander's)<br><br>(32.4% interest)		259				2027		2037		One 10-year renewal option at 90% of FMV.

________________________________

(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.

40 -

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:
PENN1
(ground leased through 2098)**													Cisco, WSP USA, Hartford Fire Insurance,
-Office	100.0	%	86.0	%		$	69.99	2,274,000	2,105,000	169,000			United Healthcare Services, Inc., Siemens Mobility
-Retail	100.0	%	68.6	%		308.22		271,000	97,000	174,000			Bank of America, Shake Shack, Starbucks
	100.0	%	85.4	%		76.69		2,545,000	2,202,000	343,000	$	—
PENN2
-Office	100.0	%	100.0	%		59.05		1,577,000	416,000	1,161,000			Madison Square Garden, EMC
-Retail	100.0	%	100.0	%		208.90		43,000	17,000	26,000			Chase Manhattan Bank
	100.0	%	100.0	%		65.06		1,620,000	433,000	1,187,000	575,000 (3)
PENN11
													Madison Square Garden, AMC Networks, Inc., Information Builders, Inc.*,
-Office	100.0	%	100.0	%		68.19		1,113,000	1,113,000	—			Apple, Macy's
-Retail	100.0	%	85.1	%		144.75		40,000	40,000	—			PNC Bank National Association, Starbucks
	100.0	%	99.4	%		70.47		1,153,000	1,153,000	—	500,000
100 West 33rd Street
-Office	100.0	%	100.0	%		68.94		859,000	859,000	—	398,402		IPG and affiliates
Manhattan Mall
-Retail	100.0	%	13.4%			168.74		256,000	256,000	—	181,598		Aeropostale, Express, Starbucks
330 West 34th Street
(65.2% ground leased through 2149)**													Structure Tone,
-Office	100.0	%	73.8	%		72.43		703,000	703,000	—			Deutsch, Inc., Web.com, Footlocker, Home Advisor, Inc.
-Retail	100.0	%	34.5	%		113.38		21,000	21,000	—			Starbucks
	100.0	%	73.0	%		72.83		724,000	724,000	—	50,150 (4)
435 Seventh Avenue
-Retail	100.0	%	100.0	%		35.22		43,000	43,000	—	95,696		Forever 21
7 West 34th Street
-Office	53.0	%	100.0	%		79.24		458,000	458,000	—			Amazon
-Retail	53.0	%	89.3	%		371.03		19,000	19,000	—			Amazon, Lindt, Naturalizer (guaranteed by Caleres)
	53.0	%	99.6	%		89.90		477,000	477,000	—	300,000
431 Seventh Avenue
-Retail	100.0	%	100.0	%		292.15		10,000	10,000	—	—
138-142 West 32nd Street
-Retail	100.0	%	100.0	%		117.81		8,000	8,000	—	—
150 West 34th Street
-Retail	100.0	%	100.0	%		112.53		78,000	78,000	—	205,000		Old Navy

41 -

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	%		$	105.14		3,000	3,000	—	$	—
131-135 West 33rd Street
-Retail	100.0	%	100.0	%		57.56			23,000	23,000	—	—
Other (3 buildings)
-Retail	100.0	%	84.8	%		189.15			16,000	16,000	—	—
Total Penn District									7,815,000	6,285,000	1,530,000	2,305,846
Midtown East:
909 Third Avenue
(ground leased through 2063)**														IPG and affiliates, Forest Laboratories,
-Office	100.0	%	98.6	%		64.39		(5)	1,350,000	1,350,000	—	350,000		Geller & Company, Morrison Cohen LLP,
														United States Post Office, Thomson Reuters LLC, Sard Verbinnen
150 East 58th Street(6)
-Office	100.0	%	89.8	%		79.83			541,000	541,000	—			Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail	100.0	%	13.1	%		17.86			3,000	3,000	—
	100.0	%	89.4	%		79.79			544,000	544,000	—	—
715 Lexington Avenue
-Retail	100.0	%	100.0	%		258.04			22,000	10,000	12,000	—		Orangetheory Fitness, Casper, Santander Bank
966 Third Avenue
-Retail	100.0	%	100.0	%		109.85			7,000	7,000	—	—		McDonald's
968 Third Avenue
-Retail	50.0	%	100.0	%		174.07			7,000	7,000	—	—		Wells Fargo
Total Midtown East									1,930,000	1,918,000	12,000	350,000
Midtown West:
888 Seventh Avenue
(ground leased through 2067)**														Axon Capital LP, Lone Star US Acquisitions LLC,
-Office	100.0	%	90.5	%		93.96			870,000	870,000	—			Vornado Executive Headquarters, United Talent Agency
-Retail	100.0	%	100.0	%		320.46			15,000	15,000	—			Redeye Grill L.P.
	100.0	%	90.6	%		96.19			885,000	885,000	—	321,000
57th Street - 2 buildings
-Office	50.0	%	85.4	%		59.51			81,000	81,000	—
-Retail	50.0	%	100.0	%		151.01			22,000	22,000	—
	50.0	%	87.8	%		76.86			103,000	103,000	—	20,000
Total Midtown West									988,000	988,000	—	341,000

42 -

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	%	97.2	%		$	104.54	1,234,000	1,234,000	—			PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail	50.0	%	100.0	%		81.31		28,000	28,000	—			Scottrade Inc., Starbucks, Fasano Restaurant
	50.0	%	97.3	%		104.01		1,262,000	1,262,000	—	$	1,200,000
350 Park Avenue													Citadel, Kissinger Associates Inc., Ziff Brothers Investment Inc.,
-Office	100.0	%	98.1	%		111.56		556,000	556,000	—			MFA Financial Inc., M&T Bank, Square Mile Capital Management*
-Retail	100.0	%	91.5	%		266.21		18,000	18,000	—			Fidelity Investments, AT&T Wireless, Valley National Bank
	100.0	%	97.9	%		115.98		574,000	574,000	—	400,000
Total Park Avenue								1,836,000	1,836,000	—	1,600,000
Grand Central:
90 Park Avenue													Alston & Bird, Capital One, PwC, MassMutual,
-Office	100.0	%	99.3	%		79.60		938,000	938,000	—			Factset Research Systems Inc., Foley & Lardner
-Retail	100.0	%	72.8	%		163.46		18,000	18,000	—			Citibank, Starbucks
	100.0	%	98.8	%		80.73		956,000	956,000	—	—
510 Fifth Avenue
-Retail	100.0	%	51.5	%		222.34		66,000	66,000	—	—		The North Face
Total Grand Central								1,022,000	1,022,000	—	—
Madison/Fifth:
640 Fifth Avenue													Fidelity Investments, Owl Creek Asset Management LP,
-Office	52.0	%	95.6	%		102.97		246,000	246,000	—			Avolon Aerospace, GCA Savvian Inc.
-Retail	52.0	%	96.1	%		1,002.58		69,000	69,000	—			Victoria's Secret (guaranteed by L Brands, Inc.), Dyson
	52.0	%	95.7	%		240.24		315,000	315,000	—	500,000
666 Fifth Avenue
-Retail	52.0	%	100.0	%		501.13		114,000(7)	114,000	—	—		Fast Retailing (Uniqlo), Hollister, Tissot
595 Madison Avenue													Beauvais Carpets, Levin Capital Strategies LP,
-Office	100.0	%	76.9	%		82.73		298,000	298,000	—			Albea Beauty Solutions, Aerin LLC
-Retail	100.0	%	89.1	%		757.17		35,000	35,000	—			Fendi, Berluti, Christofle Silver Inc*
	100.0	%	77.7	%		132.17		333,000	333,000	—	—
650 Madison Avenue													Memorial Sloan Kettering Cancer Center, Sotheby's International Realty, Inc.,
-Office	20.1	%	96.5	%		117.09		564,000	564,000	—			Polo Ralph Lauren, Willett Advisors LLC (Bloomberg Philanthropies)
-Retail	20.1	%	100.0	%		1,002.42		37,000	37,000	—			Moncler USA Inc., Tod's, Celine, Domenico Vacca, Balmain
	20.1	%	96.7	%		153.11		601,000	601,000	—	800,000
689 Fifth Avenue
-Office	52.0	%	100.0	%		100.80		81,000	81,000	—			Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail	52.0	%	9.3	%		3,641.32		17,000	17,000	—			MAC Cosmetics
	52.0	%	85.3	%		163.53		98,000	98,000	—	—
655 Fifth Avenue
-Retail	50.0	%	100.0	%		274.86		57,000	57,000	—	—		Ferragamo
697-703 Fifth Avenue
-Retail	44.8	%	100.0	%		3,213.75		26,000	26,000	—	450,000		Swatch Group USA, Harry Winston
Total Madison/Fifth								1,544,000	1,544,000	—	1,750,000

43 -

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	%		$	102.45	1,077,000	1,077,000	—			Facebook, Verizon Media Group
-Retail	100.0	%	92.0	%		69.96		105,000	105,000	—			Bank of America N.A., Kmart Corporation
	100.0	%	99.3	%		99.95		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	55.0	%	100.0	%		64.65		865,000	865,000	—			automotiveMastermind
-Retail	55.0	%	90.6	%		89.12		78,000	78,000	—			Bank of Baroda, Citibank, Equinox
	55.0	%	99.2	%		66.47		943,000	943,000	—	300,000
4 Union Square South
-Retail	100.0	%	94.5	%		134.61		204,000	204,000	—	120,000		Burlington, Whole Foods Market, DSW, Sephora*
692 Broadway
-Retail	100.0	%	100.0	%		92.12		36,000	36,000	—	—		Equinox, Verizon Media Group
Total Midtown South								2,365,000	2,365,000	—	1,120,000
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,
-Office	70.0	%	98.7	%		89.00		2,043,000	2,043,000	—			Cushman & Wakefield, Columbia University, LinkLaters, Venable LLP
-Retail	70.0	%	97.7	%		196.50		75,000	75,000	—			Duane Reade, JPMorgan Chase Bank, Sovereign Bank, Starbucks
	70.0	%	98.7	%		91.86		2,118,000	2,118,000	—	950,000
Wall Street/Downtown:
40 Fulton Street
-Office	100.0	%	75.3	%		54.16		246,000	246,000	—			Safety National Casualty Corp*, Fortune Media Corp.
-Retail	100.0	%	100.0	%		121.02		5,000	5,000	—			TD Bank
	100.0	%	75.7	%		55.81		251,000	251,000	—	—
Soho:
478-486 Broadway - 2 buildings
-Retail	100.0	%	100.0	%		310.50		68,000	15,000	53,000			Madewell, J. Crew
-Residential (10 units)	100.0	%	100.0	%				20,000	20,000	—
	100.0	%						88,000	35,000	53,000	—
606 Broadway (19 East Houston Street)
-Office	50.0	%	100.0	%		115.99		30,000	30,000	—			WeWork
-Retail	50.0	%	100.0	%		641.54		6,000	6,000	—			HSBC, Harman International
	50.0	%	100.0	%		185.12		36,000	36,000	—	74,119

44 -

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):
443 Broadway
-Retail	100.0	%	100.0	%		$	109.21	16,000	16,000	—	$	—
304 Canal Street
-Retail	100.0	%	100.0	%		46.80		4,000	4,000	—			Stellar Works*
-Residential (4 units)	100.0	%	75.0	%				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	%	50.0	%				11,000	11,000	—
	100.0	%						15,000	15,000	—	—
155 Spring Street
-Retail	100.0	%	97.3	%		126.45		50,000	50,000	—	—		Vera Bradley
148 Spring Street
-Retail	100.0	%	72.7	%		254.68		8,000	8,000	—	—		Dr. Martens
150 Spring Street
-Retail	100.0	%	100.0	%		317.31		6,000	6,000	—			Sandro
-Residential (1 unit)	100.0	%	—	%				1,000	1,000	—
	100.0	%						7,000	7,000	—	—
Total Soho								233,000	180,000	53,000	74,119
Times Square:
1540 Broadway													Forever 21, Planet Hollywood, Disney, Sunglass Hut,
-Retail	52.0	%	100.0	%		182.70		161,000	161,000	—	—		MAC Cosmetics, U.S. Polo
1535 Broadway
-Retail	52.0	%	95.3	%		1,107.60		45,000	45,000	—			T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre	52.0	%	100.0	%		14.25		62,000	62,000	—			Nederlander-Marquis Theatre
	52.0	%	98.2	%		412.79		107,000	107,000	—	—
Total Times Square								268,000	268,000	—	—
Upper East Side:
828-850 Madison Avenue
-Retail	100.0	%	100.0	%		186.53		18,000	13,000	5,000	—		Christofle Silver Inc.
677-679 Madison Avenue
-Retail	100.0	%	100.0	%		534.70		8,000	8,000	—			Berluti
-Residential (8 units)	100.0	%	75.0	%				5,000	5,000	—
	100.0	%						13,000	13,000	—	—
1131 Third Avenue
-Retail	100.0	%	100.0	%		185.75		23,000	23,000	—	—		Nike, Crunch LLC, J.Jill

45 -

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):
Upper East Side (Continued):
759-771 Madison Avenue (40 East 66th)
-Retail	100.0	%	76.1	%		$	631.89	14,000	14,000	—			Armani
-Residential (5 units)	100.0	%	100.0	%				12,000	12,000	—
	100.0	%						26,000	26,000	—	$	—
Total Upper East Side								80,000	75,000	5,000	—
Long Island City:
33-00 Northern Boulevard (Center Building)
-Office	100.0	%	99.6	%		36.39		471,000	471,000	—	100,000		The City of New York, NYC Transit Authority
Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office	100.0	%	100.0	%		54.84		184,000	184,000	—	—		The City of New York
85 Tenth Avenue													Google, Telehouse International Corp.,
-Office	49.9	%	71.1	%		92.79		584,000	584,000	—			Moet Hennessy USA. Inc., L-3 Communications
-Retail	49.9	%	75.6	%		92.65		43,000	43,000	—			IL Posto LLC, L'Atelier
	49.9	%	71.4	%		92.78		627,000	627,000	—	625,000
537 West 26th Street
-Other (event space)	100	%	—			—		14,000	—	14,000	—
61 Ninth Avenue (2 buildings)
(ground leased through 2115)**
-Office	45.1	%	100.0	%		130.28		155,000	155,000	—			Aetna Life Insurance Company
-Retail	45.1	%	55.1	%		356.78		37,000	37,000	—			Starbucks
	45.1	%	94.5	%		146.57		192,000	192,000	—	167,500
512 West 22nd Street
-Office	55.0	%	41.7	%		130.32		164,000	164,000	—			Warner Media, Next Jump
-Retail	55.0	%	46.7	%		108.02		9,000	9,000	—			Galeria Nara Roesler
			42.0	%		129.07		173,000	173,000	—	119,134
Total Chelsea/Meatpacking District								1,190,000	1,176,000	14,000	911,634
Upper West Side:
50-70 W 93rd Street
-Residential (325 units)	49.9	%	84.6	%		—		283,000	283,000	—	82,500
Tribeca:
Independence Plaza
-Residential (1,327 units)	50.1	%	84.1	%				1,185,000	1,185,000	—
-Retail	50.1	%	100.0	%		66.01		73,000	60,000	13,000	675,000		Duane Reade
	50.1	%						1,258,000	1,245,000	13,000	675,000
339 Greenwich Street
-Retail	100.0	%	100.0	%		68.57		8,000	8,000	—	—		Sarabeth's
Total Tribeca								1,266,000	1,253,000	13,000	675,000
New Jersey:
Paramus
-Office	100.0	%	85.2	%		24.87		129,000	129,000	—	—		Vornado's Administrative Headquarters

46 -

NEW YORK SEGMENT
PROPERTY TABLE
	%<br>Ownership		%<br>Occupancy			Weighted<br><br>Average Escalated<br><br>Annual Rent<br><br>PSF(1)		Square Feet			Encumbrances<br>(non-GAAP)<br>(in thousands)(2)		Major Tenants
Property					Total<br>Property			In Service	Under Development<br>or Not Available<br>for Lease
NEW YORK (Continued):
Properties under Development:
Farley Office and Retail<br><br>(ground and building leased through 2116)**
-Office	95.0	%	—			$	—	730,000	—	730,000			Facebook*
-Retail	95.0	%	—			—		114,000	—	114,000
	95.0	%	—			—		844,000	—	844,000	$	—
825 Seventh Avenue
-Office	50.0	%	—			—		165,000	—	165,000	40,788
-Retail	100.0	%	—			—		4,000	—	4,000	—
	51.2	%	—			—		169,000	—	169,000	40,788
Total Properties under Development								1,013,000	—	1,013,000	40,788
Properties to be Developed:
57th Street
-Land	50.0	%	—			—		—	—	—	—
Eighth Avenue and 34th Street
-Land	100.0	%	—			—		—	—	—	—
New York Office:
Total			93.4	%		$	81.74	20,586,000	18,361,000	2,225,000	$	8,416,974
Vornado's Ownership Interest			93.4	%		$	79.05	17,520,000	15,413,000	2,107,000	$	5,855,152
New York Retail:
Total			81.8	%		$	266.92	2,690,000	2,275,000	415,000	$	1,126,413
Vornado's Ownership Interest			78.8	%		$	226.38	2,208,000	1,805,000	403,000	$	840,890
New York Residential:
Total			83.9	%				1,526,000	1,526,000	—	$	757,500
Vornado's Ownership Interest			83.9	%				793,000	793,000	—	$	379,342

47 -

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	%		$	130.00	920,000	920,000	—	$	500,000	Bloomberg
-Retail	32.4	%	93.4	%		278.46		155,000	155,000	—	300,000		The Home Depot, The Container Store, Hutong
	32.4	%	99.0	%		148.35		1,075,000	1,075,000	—	800,000
Rego Park I, Queens (4.8 acres)	32.4	%	100.0	%		53.58		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	%	96.3	%		59.73		609,000	609,000	—	202,544(8)		Century 21(9), Costco, Kohl's, TJ Maxx
Flushing, Queens (1.0 acre ground leased through 2037)**	32.4	%	100.0	%		32.09		167,000	167,000	—	—		New World Mall LLC
The Alexander Apartment Tower,
Rego Park, Queens, NY
Residential (312 units)	32.4	%	82.4	%		—		255,000	255,000	—	94,000
New Jersey:
Paramus, New Jersey
(30.3 acres ground leased to IKEA through 2041)**	32.4	%	100.0	%		—		—	—	—	68,000		IKEA (ground lessee)
Property to be Developed:
Rego Park III (adjacent to Rego Park II),
Queens, NY (3.4 acres)	32.4	%	—			—		—	—	—	—
Total Alexander's	32.4	%	96.7	%		97.33		2,444,000	2,366,000	78,000	1,164,544
Hotel Pennsylvania(10) :
-Hotel (1,700 Rooms)	100.0	%						1,400,000	—	1,400,000	—
Total New York			92.7	%		$	98.44	28,646,000	24,528,000	4,118,000	$	11,465,431
Vornado's Ownership Interest			92.1	%		$	91.74	22,712,000	18,777,000	3,935,000	$	7,452,696

________________________________

* 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 497,000 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)Net of $50,000 of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

(9)On September 10, 2020, Century 21 filed for Chapter 11 bankruptcy and closed its135,000 square foot store on December 7, 2020.

(10) Closed beginning April 1, 2020 and therefore square footage was taken out of service.

48 -

OTHER
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,
													Innovation Development Institute, Inc., Chicago Teachers Union,
-Office	100.0	%	88.6	%		$	44.60	2,050,000	2,050,000	—			ConAgra Foods Inc., Allstate Insurance Company
													Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
-Showroom/Trade show	100.0	%	91.0	%		54.30		1,528,000	1,528,000	—			Allsteel Inc., Teknion LLC
-Retail	100.0	%	83.8	%		52.69		95,000	95,000	—
	100.0	%	89.5	%		48.88		3,673,000	3,673,000	—	$	675,000
Other (2 properties)	50.0	%	100.0	%		45.92		19,000	19,000	—	30,777
Total theMART, Chicago								3,692,000	3,692,000	—	705,777
Piers 92 and 94 (New York) (ground and building leased through 2110)**	100.0	%	—			—		208,000	—	208,000	—
Total theMART			89.5	%		$	48.86	3,900,000	3,692,000	208,000	$	705,777
Vornado's Ownership Interest			89.5	%		$	48.87	3,891,000	3,683,000	208,000	$	690,389
555 California Street:
555 California Street	70.0	%	98.1	%		$	84.41	1,506,000	1,506,000	—	$	537,643	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	%		80.15		235,000	235,000	—	—		Bank of America, N.A., Regus, Ripple Labs Inc., Blue Shield,<br>Lending Home Corporation
345 Montgomery Street	70.0	%	—			—		78,000	—	78,000	—
Total 555 California Street			98.4	%		$	83.83	1,819,000	1,741,000	78,000	$	537,643
Vornado's Ownership Interest			98.4	%		$	83.83	1,273,000	1,218,000	55,000	$	376,350

________________________________

* 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.

49 -

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	%		$	251.75	98,000	98,000	—			Sephora, Bank of America
-Residential (39 units)	100.0	%	84.6	%				59,000	59,000	—
	100.0	%	94.2	%				157,000	157,000	—	$	145,075
Crowne Plaza Times Square (0.64 acres owned in<br><br>fee; 0.18 acres ground leased through 2187 and<br><br>0.05 acres ground leased through 2035)**(3)
-Hotel (795 Rooms)
-Retail	75.3	%	27.9	%		327.01		50,000	50,000	—			Krispy Kreme, BHT Broadway
-Office	75.3	%	100.0	%		52.65		196,000	196,000	—			American Management Association, Open Jar, Association for Computing Machinery
	75.3	%	86.7	%		68.97		246,000	246,000	—	288,671
501 Broadway	100.0	%	100.0	%		292.58		9,000	9,000	—	22,872		Capital One Financial Corporation
Miami, FL:
1100 Lincoln Road
-Retail	100.0	%	61.4	%		182.98		51,000	51,000	—			Banana Republic
-Theatre	100.0	%	100.0	%		44.17		79,000	79,000	—			Regal Cinema
	100.0	%	85.0	%		83.12		130,000	130,000	—	82,750
Total Real Estate Fund	88.8	%	88.9	%				542,000	542,000	—	$	539,368
Vornado's Ownership Interest	28.6	%	88.0	%				155,000	155,000	—	$	157,936

________________________________

* Lease not yet commenced.

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

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

(2)Represents the contractual debt obligations.

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

50 -

OTHER
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	%	68.1	%		$	47.51			736,000		432,000		—	304,000			Corporate Executive Board, Nathan Associates, Inc.
-Residential - 2 buildings (197 units)	43.7	%	77.7	%						253,000		253,000		—	—
										989,000		685,000		—	304,000	$	37,866
Fashion Centre Mall	7.5	%	87.4	%		40.33				868,000		868,000		—	—	410,000		Macy's, Nordstrom
Washington Tower	7.5	%	75.0	%		54.20				170,000		170,000		—	—	40,000		The Rand Corporation
New Jersey:
Wayne Town Center, Wayne <br> (ground leased through 2064)**	100.0	%	100.0	%		34.33				686,000		195,000		443,000	48,000	—		JCPenney, Costco, Dick's Sporting Goods,
																		Nordstrom Rack
Atlantic City<br><br>(11.3 acres ground leased through 2070 to MGM Growth Properties for a portion of the Borgata Hotel and Casino complex)	100.0	%	100.0	%		—				—		—		—	—	—		MGM Growth Properties (ground lessee)
Maryland:
Annapolis<br><br>(ground and building leased through 2042)**	100.0	%	100.0	%		8.99				128,000		128,000		—	—	—		The Home Depot
Total Other			87.0	%		$	38.30			2,841,000		2,046,000		443,000	352,000	$	487,866
Vornado's Ownership Interest			92.8	%		$	33.38			1,342,000		711,000		443,000	188,000	$	52,839

________________________________

** 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.

51 -

INVESTOR INFORMATION
Executive Officers:
Steven Roth	Chairman of the Board and Chief Executive Officer
Michael J. Franco	President and Chief Financial Officer
Glen J. Weiss	Executive Vice President - Office Leasing - Co-Head of Real Estate
Barry S. Langer	Executive Vice President - Development - Co-Head of Real Estate
Haim Chera	Executive Vice President - Head of Retail
Thomas J. Sanelli	Executive Vice President - Finance and Chief Administrative Officer
Matthew Iocco	Executive Vice President - Chief Accounting Officer
RESEARCH COVERAGE
James Feldman/Elvis Rodriguez		Richard Skidmore/Kira Baird/Paul Stoddard	Alexander Goldfarb/Daniel Santos
Bank of America/BofA Securities		Goldman Sachs	Piper Sandler
646-855-5808/646-855-1589		801-741-5459/801-578-2497/801-744-3761	212-466-7937/212-466-7927
John P. Kim/Frank Lee		Daniel Ismail/Dylan Burzinski	Nicholas Yulico/Joshua Burr
BMO Capital Markets		Green Street Advisors	Scotia Capital (USA) Inc
212-885-4115/415-591-2129		949-640-8780	212-225-6904/212-225-5415
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		Vikram Malhotra/Alina Pappas
Evercore ISI		Morgan Stanley
212-446-9462/212-446-9459		212-761-7064/212-761-2528
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.

52 -

APPENDIX

DEFINITIONS AND NON-GAAP RECONCILIATIONS

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. Rent deferrals generally require repayment in monthly installments over a period of time not to exceed twelve months.

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

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

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

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.

NON-GAAP RECONCILIATIONSRECONCILIATION OF NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended							For the Year Ended<br>December 31,
	December 31,				September 30, 2020
	2020		2019				2020			2019
Net (loss) income attributable to common shareholders	$	(209,127)	$	193,217	$	53,170		$	(348,744)		$	3,097,806
Per diluted share	$	(1.09)	$	1.01	$	0.28		$	(1.83)		$	16.21
Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Real estate impairment losses (primarily wholly owned retail assets in 2020)	$	236,286	$	565	$	—		$	236,286		$	8,065
After-tax net gain on sale of 220 CPS condominium units	(36,274)		(173,655)		(186,909)			(332,099)			(502,565)
Severance and other reduction-in-force related expenses	23,368		—		—			23,368			—
Transaction related costs	5,456		2,658		584			7,150			4,613
Our share of (income) loss from real estate fund investments	(1,657)		26,600		2,524			63,114			48,808
Mark-to-market decrease in PREIT common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)	—		2,438		—			4,938			21,649
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the 2.559 billion gain recognized on the April 2019 transfer to the Joint Venture attributable to the GAAP required write-up of the retained interest	—		—		103,201			409,060			—
Severance accrual related to Hotel Pennsylvania closure, net of 3,145 of income tax benefit	—		—		6,101			6,101			—
608 Fifth Avenue lease liability extinguishment gain in 2020 and impairment loss and related write-offs in 2019	—		—		—			(70,260)			101,092
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020	—		—		—			13,369			—
Net gain on transfer to Fifth Avenue and Times Square retail JV, net of 11,945 attributable to noncontrolling interests	—		—		—			—			(2,559,154)
Net gains on sale of real estate (primarily our 25% interest in 330 Madison Avenue in 2019)	—		—		—			—			(178,769)
Net gain from sale of UE common shares (sold on March 4, 2019)	—		—		—			—			(62,395)
Prepayment penalty in connection with redemption of 400 million 5.00% senior unsecured notes due January 2022	—		—		—			—			22,540
Mark-to-market increase in Lexington Realty Trust common shares (sold on March 1, 2019)	—		—		—			—			(16,068)
Other	(3,551)		(4,692)		182			5,436			(7,505)
	223,628		(146,086)		(74,317)			366,463			(3,119,689)
Noncontrolling interests' share of above adjustments	(13,544)		9,250		4,534			(24,626)			198,599
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders	$	210,084	$	(136,836)	$	(69,783)		$	341,837		$	(2,921,090)
Per diluted share (non-GAAP)	$	1.10	$	(0.72)	$	(0.37)		$	1.79		$	(15.29)
Net income (loss) attributable to common shareholders, as adjusted (non-GAAP)	$	957	$	56,381	$	(16,613)		$	(6,907)		$	176,716
Per diluted share (non-GAAP)	$	0.01	$	0.29	$	(0.09)		$	(0.04)		$	0.92

All values are in US Dollars.

ii -

NON-GAAP RECONCILIATIONSRECONCILIATION OF NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended							For the Year Ended<br>December 31,
	December 31,				September 30, 2020
	2020		2019				2020			2019
Reconciliation of our net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net (loss) income attributable to common shareholders	$	(209,127)	$	193,217	$	53,170		$	(348,744)		$	3,097,806
Per diluted share	$	(1.09)	$	1.01	$	0.28		$	(1.83)		$	16.21
FFO adjustments:
Depreciation and amortization of real property	$	99,196	$	85,609	$	99,045		$	368,556		$	389,024
Real estate impairment losses	236,286		565		—			236,286			32,001
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of 11,945 attributable to noncontrolling interests	—		—		—			—			(2,559,154)
Net losses (gains) on sale of real estate	—		58		—			—			(178,711)
Net gain from sale of UE common shares (sold on March 4, 2019)	—		—		—			—			(62,395)
Decrease (increase) in fair value of marketable securities:
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)	—		2,438		—			4,938			21,649
Lexington (sold on March 1, 2019)	—		—		—			—			(16,068)
Other	—		—		—			—			(48)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the 2.559 billion gain recognized on the April 2019 transfer to the Joint Venture attributable to the GAAP required write-up of the retained interest	—		—		103,201			409,060			—
Depreciation and amortization of real property	37,500		37,389		38,987			156,646			134,706
(Increase) decrease in fair value of marketable securities	(710)		864		385			2,801			2,852
	372,272		126,923		241,618			1,178,287			(2,236,144)
Noncontrolling interests' share of above adjustments	(24,757)		(8,278)		(16,292)			(79,068)			141,679
FFO adjustments, net	$	347,515	$	118,645	$	225,326		$	1,099,219		$	(2,094,465)
FFO attributable to common shareholders (non-GAAP)	$	138,388	$	311,862	$	278,496		$	750,475		$	1,003,341
Convertible preferred share dividends	11		14		11			47			57
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	138,399		311,876		278,507			750,522			1,003,398
Add back of FFO allocated to noncontrolling interests of the Operating Partnership	9,087		20,153		18,052			48,915			64,059
FFO - OP Basis (non-GAAP)	$	147,486	$	332,029	$	296,559		$	799,437		$	1,067,457
FFO per diluted share (non-GAAP)	$	0.72	$	1.63	$	1.46		$	3.93		$	5.25

All values are in US Dollars.

iii -

NON-GAAP RECONCILIATIONSRECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended							For the Year Ended<br>December 31,
	December 31,				September 30, 2020
	2020		2019				2020			2019
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	138,399	$	311,876	$	278,507		$	750,522		$	1,003,398
Per diluted share (non-GAAP)	$	0.72	$	1.63	$	1.46		$	3.93		$	5.25
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units	$	(36,274)	$	(173,655)	$	(186,909)		$	(332,099)		$	(502,565)
Severance and other reduction-in-force related expenses	23,368		—		—			23,368			—
Transaction related costs	5,456		2,658		584			7,150			4,613
Our share of (income) loss from real estate fund investments	(1,657)		26,600		2,524			63,114			48,808
Severance accrual related to Hotel Pennsylvania closure, net of 3,145 of income tax benefit	—		—		6,101			6,101			—
608 Fifth Avenue lease liability extinguishment gain in 2020 and impairment loss and related write-offs in 2019	—		—		—			(70,260)			77,156
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020	—		—		—			13,369			—
Prepayment penalty in connection with redemption of 400 million 5.00% senior unsecured notes due January 2022	—		—		—			—			22,540
Other	(2,841)		(5,845)		(203)			2,510			(10,732)
	(11,948)		(150,242)		(177,903)			(286,747)			(360,180)
Noncontrolling interests' share of above adjustments	766		9,396		11,991			19,269			22,989
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(11,182)	$	(140,846)	$	(165,912)		$	(267,478)		$	(337,191)
Per diluted share (non-GAAP)	$	(0.06)	$	(0.74)	$	(0.87)		$	(1.40)		$	(1.76)
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	127,217	$	171,030	$	112,595		$	483,044		$	666,207
Per diluted share (non-GAAP)	$	0.66	$	0.89	$	0.59		$	2.53		$	3.49

All values are in US Dollars.

iv -

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, 2020
		2020			2019						2020				2019
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	(A)	$	138,399		$	311,876		$	278,507			$	750,522			$	1,003,398
Adjustments to arrive at FAD (non-GAAP):
Certain items that impact FAD		(11,948)			(149,907)			(177,903)				(289,449)				(369,977)
Recurring tenant improvements, leasing commissions and other capital expenditures		(46,611)			(45,937)			(24,057)				(159,177)				(222,565)
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other		(2,001)			(6,590)			10,981				46,246				(6,060)
Amortization of debt issuance costs		6,680			6,767			6,370				24,358				32,354
Stock-based compensation expense		9,039			5,863			6,170				48,677				53,908
Personal property depreciation		1,697			1,986			1,825				7,096				6,743
Noncontrolling interests in the Operating Partnership's share of above adjustments		2,869			12,246			11,904				21,110				32,207
FAD adjustments, net(1)	(B)	(40,275)			(175,572)			(164,710)				(301,139)				(473,390)
FAD (non-GAAP)	(A+B)	$	98,124		$	136,304		$	113,797			$	449,383			$	530,008
FAD payout ratio (2)		103.9		%	93.0		%	88.3		%		101.3		%		95.3		%

________________________________

(1)Certain prior year adjustments have been restated in order to conform to the current period presentation which includes our share of partially owned entities.

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

NON-GAAP RECONCILIATIONS<br><br>RECONCILIATION OF NET (LOSS) INCOME TO NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS (unaudited)
(Amounts in thousands)			For the Three Months Ended							For the Year Ended<br>December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---
	December 31,				September 30, 2020
	2020		2019				2020			2019
Net (loss) income	$	(208,726)	$	160,676	$	68,736		$	(461,845)		$	3,334,262
Depreciation and amortization expense	107,084		92,926		107,013			399,695			419,107
General and administrative expense	61,254		39,791		32,407			181,509			169,920
Impairment losses and transaction related costs, net	242,593		3,223		584			174,027			106,538
(Income) loss from partially owned entities	(24,567)		(22,726)		80,909			329,112			(78,865)
Loss from real estate fund investments	999		90,302		13,823			226,327			104,082
Interest and other investment (income) loss, net	(1,569)		(5,889)		(1,729)			5,499			(21,819)
Interest and debt expense	54,633		59,683		57,371			229,251			286,623
Net gain on transfer to Fifth Avenue and Times Square JV	—		—		—			—			(2,571,099)
Net gains on disposition of wholly owned and partially owned assets	(42,458)		(203,835)		(214,578)			(381,320)			(845,499)
Income tax (benefit) expense	(1,801)		22,897		23,781			36,630			103,439
(Income) loss from discontinued operations	—		(55)		—			—			30
NOI from partially owned entities	76,952		85,990		78,175			306,495			322,390
NOI attributable to noncontrolling interests in consolidated subsidiaries	(15,901)		(17,417)		(25,959)			(72,801)			(69,332)
NOI at share	248,493		305,566		220,533			972,579			1,259,777
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(2,001)		(6,590)		10,981			46,246			(6,060)
NOI at share - cash basis	$	246,492	$	298,976	$	231,514		$	1,018,825		$	1,253,717

vi -

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
	2020		2019		2020		2019		2020		2019		2020		2019		2020		2019
New York	$	302,360	$	377,626	$	(155,907)	$	(184,231)	$	146,453	$	193,395	$	1,323	$	(3,667)	$	147,776	$	189,728
Other	74,071		83,342		(33,082)		(39,744)		40,989		43,598		1,569		1,949		42,558		45,547
Consolidated total	376,431		460,968		(188,989)		(223,975)		187,442		236,993		2,892		(1,718)		190,334		235,275
Noncontrolling interests' share in consolidated subsidiaries	(28,862)		(29,910)		12,961		12,493		(15,901)		(17,417)		(179)		605		(16,080)		(16,812)
Our share of partially owned entities	121,255		131,036		(44,303)		(45,046)		76,952		85,990		(4,714)		(5,477)		72,238		80,513
Vornado's share	$	468,824	$	562,094	$	(220,331)	$	(256,528)	$	248,493	$	305,566	$	(2,001)	$	(6,590)	$	246,492	$	298,976	For the Three Months Ended September 30, 2020
---	---	---	---	---	---	---	---	---	---	---
	Total Revenues		Operating Expenses		NOI		Non-cash Adjustments(1)		NOI - cash basis
New York	$	293,145	$	(161,386)	$	131,759	$	8,216	$	139,975
Other	70,817		(34,259)		36,558		4,562		41,120
Consolidated total	363,962		(195,645)		168,317		12,778		181,095
Noncontrolling interests' share in consolidated subsidiaries	(38,339)		12,380		(25,959)		(108)		(26,067)
Our share of partially owned entities	118,890		(40,715)		78,175		(1,689)		76,486
Vornado's share	$	444,513	$	(223,980)	$	220,533	$	10,981	$	231,514			For the Year Ended December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Total Revenues				Operating Expenses				NOI				Non-cash Adjustments(1)				NOI - cash basis
	2020		2019		2020		2019		2020		2019		2020		2019		2020		2019
New York	$	1,221,748	$	1,577,860	$	(640,531)	$	(758,304)	$	581,217	$	819,556	$	49,178	$	4,244	$	630,395	$	823,800
Other	306,203		346,840		(148,535)		(159,677)		157,668		187,163		9,261		6,934		166,929		194,097
Consolidated total	1,527,951		1,924,700		(789,066)		(917,981)		738,885		1,006,719		58,439		11,178		797,324		1,017,897
Noncontrolling interests' share in consolidated subsidiaries	(120,290)		(114,145)		47,489		44,813		(72,801)		(69,332)		(618)		1,315		(73,419)		(68,017)
Our share of partially owned entities	473,212		492,638		(166,717)		(170,248)		306,495		322,390		(11,575)		(18,553)		294,920		303,837
Vornado's share	$	1,880,873	$	2,303,193	$	(908,294)	$	(1,043,416)	$	972,579	$	1,259,777	$	46,246	$	(6,060)	$	1,018,825	$	1,253,717

________________________________

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

vii -

NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 COMPARED TO DECEMBER 31, 2019 (unaudited)
(Amounts in thousands)
	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended December 31, 2020	$	248,493		$	212,544		$	17,091		$	14,638		$	4,220
Less NOI at share from:
Development properties	(5,011)			(5,011)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	7,810			7,810			—			—			—
Other non-same store income, net	(7,032)			(2,812)			—			—			(4,220)
Same store NOI at share for the three months ended December 31, 2020	$	244,260		$	212,531		$	17,091		$	14,638		$	—
NOI at share for the three months ended December 31, 2019	$	305,566		$	266,284		$	22,712		$	14,533		$	2,037
Less NOI at share from:
Development properties	(14,626)			(14,626)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	(6,168)			(6,168)			—			—			—
Other non-same store (income) expense, net	(9,376)			(7,237)			(173)			71			(2,037)
Same store NOI at share for the three months ended December 31, 2019	$	275,396		$	238,253		$	22,539		$	14,604		$	—
(Decrease) increase in same store NOI at share for the three months ended December 31, 2020 compared to December 31, 2019	$	(31,136)		$	(25,722)		$	(5,448)		$	34		$	—
% (decrease) increase in same store NOI at share	(11.3)		%	(10.8)		%	(24.2)		%	0.2		%	—		%

viii -

NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 COMPARED TO DECEMBER 31, 2019 (unaudited)
(Amounts in thousands)
	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2020	$	246,492		$	208,949		$	18,075		$	14,947		$	4,521
Less NOI at share - cash basis from:
Development properties	(7,194)			(7,194)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	7,223			7,223			—			—			—
Other non-same store income, net	(7,984)			(3,463)			—			—			(4,521)
Same store NOI at share - cash basis for the three months ended December 31, 2020	$	238,537		$	205,515		$	18,075		$	14,947		$	—
NOI at share - cash basis for the three months ended December 31, 2019	$	298,976		$	257,707		$	24,646		$	14,491		$	2,132
Less NOI at share - cash basis from:
Development properties	(16,308)			(16,308)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	(6,050)			(6,050)			—			—			—
Other non-same store income, net	(10,882)			(8,577)			(173)			—			(2,132)
Same store NOI at share - cash basis for the three months ended December 31, 2019	$	265,736		$	226,772		$	24,473		$	14,491		$	—
(Decrease) increase in same store NOI at share - cash basis for the three months ended December 31, 2020 compared to December 31, 2019	$	(27,199)		$	(21,257)		$	(6,398)		$	456		$	—
% (decrease) increase in same store NOI at share - cash basis	(10.2)		%	(9.4)		%	(26.1)		%	3.1		%	—		%

ix -

NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE YEAR ENDED DECEMBER 31, 2020 COMPARED TO DECEMBER 31, 2019 (unaudited)
(Amounts in thousands)
	Total			New York			theMART			555 California Street			Other
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:
Development properties	(30,946)			(30,946)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	33,146			33,146			—			—			—
Other non-same store (income) expense, net	(27,898)			(18,361)			(524)			173			(9,186)
Same store NOI at share for the year ended December 31, 2020	$	946,881		$	817,730		$	68,654		$	60,497		$	—
NOI at share for the year ended December 31, 2019	$	1,259,777		$	1,072,828		$	102,071		$	59,657		$	25,221
Less NOI at share from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV	(35,770)			(35,770)			—			—			—
Dispositions	(7,420)			(7,420)			—			—			—
Development properties	(68,063)			(68,063)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	(13,212)			(13,212)			—			—			—
Other non-same store (income) expense, net	(36,827)			(11,722)			(354)			470			(25,221)
Same store NOI at share for the year ended December 31, 2019	$	1,098,485		$	936,641		$	101,717		$	60,127		$	—
(Decrease) increase in same store NOI at share for the year ended December 31, 2020 compared to December 31, 2019	$	(151,604)		$	(118,911)		$	(33,063)		$	370		$	—
% (decrease) increase in same store NOI at share	(13.8)		%	(12.7)		%	(32.5)		%	0.6		%	—		%

NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE YEAR ENDED DECEMBER 31, 2020 COMPARED TO DECEMBER 31, 2019 (unaudited)
(Amounts in thousands)
	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the year ended December 31, 2020	$	1,018,825		$	870,606		$	76,251		$	60,917		$	11,051
Less NOI at share - cash basis from:
Development properties	(42,531)			(42,531)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	32,576			32,576			—			—			—
Other non-same store (income) expense, net	(39,271)			(27,672)			(553)			5			(11,051)
Same store NOI at share - cash basis for the year ended December 31, 2020	$	969,599		$	832,979		$	75,698		$	60,922		$	—
NOI at share - cash basis for the year ended December 31, 2019	$	1,253,717		$	1,060,510		$	108,130		$	60,156		$	24,921
Less NOI at share - cash basis from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV	(32,905)			(32,905)			—			—			—
Dispositions	(8,219)			(8,219)			—			—			—
Development properties	(87,856)			(87,856)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	(12,997)			(12,997)			—			—			—
Other non-same store (income) expense, net	(54,571)			(29,207)			(692)			249			(24,921)
Same store NOI at share - cash basis for the year ended December 31, 2019	$	1,057,169		$	889,326		$	107,438		$	60,405		$	—
(Decrease) increase in same store NOI at share - cash basis for the year ended December 31, 2020 compared to December 31, 2019	$	(87,570)		$	(56,347)		$	(31,740)		$	517		$	—
% (decrease) increase in same store NOI at share - cash basis	(8.3)		%	(6.3)		%	(29.5)		%	0.9		%	—		%

xi -

NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 COMPARED TO SEPTEMBER 30, 2020 (unaudited)
(Amounts in thousands)
	Total			New York			theMART			555 California Street			Other
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:
Development properties	(5,011)			(5,011)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	7,810			7,810			—			—			—
Other non-same store income, net	(6,109)			(1,889)			—			—			(4,220)
Same store NOI at share for the three months ended December 31, 2020	$	245,183		$	213,454		$	17,091		$	14,638		$	—
NOI at share for the three months ended September 30, 2020	$	220,533		$	189,820		$	13,171		$	15,618		$	1,924
Less NOI at share from:
Development properties	(4,288)			(4,288)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	16,822			16,822			—			—			—
Other non-same store (income) expense, net	(2,714)			(737)			(101)			48			(1,924)
Same store NOI at share for the three months ended September 30, 2020	$	230,353		$	201,617		$	13,070		$	15,666		$	—
Increase (decrease) in same store NOI at share for the three months ended December 31, 2020 compared to September 30, 2020	$	14,830		$	11,837		$	4,021		$	(1,028)		$	—
% increase (decrease) in same store NOI at share	6.4		%	5.9		%	30.8		%	(6.6)		%	—		%

xii -

NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED DECEMBER 31, 2020 COMPARED TO SEPTEMBER 30, 2020 (unaudited)
(Amounts in thousands)
	Total			New York			theMART			555 California Street			Other
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:
Development properties	(7,194)			(7,194)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	7,223			7,223			—			—			—
Other non-same store income, net	(7,057)			(2,536)			—			—			(4,521)
Same store NOI at share - cash basis for the three months ended December 31, 2020	$	239,464		$	206,442		$	18,075		$	14,947		$	—
NOI at share - cash basis for the three months ended September 30, 2020	$	231,514		$	196,081		$	17,706		$	15,530		$	2,197
Less NOI at share - cash basis from:
Development properties	(7,733)			(7,733)			—			—			—
Hotel Pennsylvania (closed beginning April 1, 2020)	16,830			16,830			—			—			—
Other non-same store (income) expense, net	(4,518)			(2,196)			(130)			5			(2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020	$	236,093		$	202,982		$	17,576		$	15,535		$	—
Increase (decrease) in same store NOI at share - cash basis for the three months ended December 31, 2020 compared to September 30, 2020	$	3,371		$	3,460		$	499		$	(588)		$	—
% increase (decrease) in same store NOI at share - cash basis	1.4		%	1.7		%	2.8		%	(3.8)		%	—		%

xiii -

NON-GAAP RECONCILIATIONS
RECONCILIATION OF CONSOLIDATED REVENUES TO OUR PRO RATA SHARE OF REVENUES (ANNUALIZED) (unaudited)
(Amounts in thousands)
	For the Three Months Ended December 31, 2020
Consolidated revenues	$	376,431
Noncontrolling interest adjustments	(28,862)
Consolidated revenues at our share (non-GAAP)	347,569
Unconsolidated revenues at our share (non-GAAP)	121,255
Our pro rata share of revenues (non-GAAP)	$	468,824
Our pro rata share of revenues (annualized) (non-GAAP)	$	1,875,296
RECONCILIATION OF CONSOLIDATED DEBT, NET TO CONTRACTUAL DEBT (NON-GAAP) (unaudited)
---	---	---	---	---	---	---
(Amounts in thousands)
	As of December 31, 2020
	Consolidated<br><br>Debt, net		Deferred Financing<br><br>Costs, Net and Other		Contractual<br><br>Debt (non-GAAP)
Mortgages payable	$	5,580,549	$	27,909	$	5,608,458
Senior unsecured notes	446,685		3,315		450,000
$800 Million unsecured term loan	796,762		3,238		800,000
$2.75 Billion unsecured revolving credit facilities	575,000		—		575,000
	$	7,398,996	$	34,462	$	7,433,458

xiv -

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, 2020
	2020		2019				2020			2019
Reconciliation of net (loss) income to EBITDAre (non-GAAP):
Net (loss) income	$	(208,726)	$	160,676	$	68,736		$	(461,845)		$	3,334,262
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries	(1,109)		58,592		848			139,894			24,547
Net (loss) income attributable to the Operating Partnership	(209,835)		219,268		69,584			(321,951)			3,358,809
EBITDAre adjustments at share:
Real estate impairment losses	236,286		565		—			236,286			32,001
Depreciation and amortization expense	138,393		124,984		139,857			532,298			530,473
Interest and debt expense	73,343		86,832		75,815			309,003			390,139
Income tax (benefit) expense	(1,840)		22,975		23,449			36,253			103,917
Net gains on sales of depreciable real estate	—		58		—			—			(178,711)
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, reversing a portion of the $2.559 billion gain recognized on the April 2019 transfer to the Joint Venture attributable to the GAAP required write-up of the retained interest	—		—		103,201			409,060			—
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests	—		—		—			—			(2,559,154)
EBITDAre at share	236,347		454,682		411,906			1,200,949			1,677,474
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	12,400		(52,531)		14,666			(91,155)			8,150
EBITDAre (non-GAAP)	$	248,747	$	402,151	$	426,572		$	1,109,794		$	1,685,624

xv -

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, 2020
	2020		2019				2020			2019
EBITDAre (non-GAAP)	$	248,747	$	402,151	$	426,572		$	1,109,794		$	1,685,624
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	(12,400)		52,531		(14,666)			91,155			(8,150)
Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium units	(42,458)		(203,893)		(214,578)			(381,320)			(604,393)
Severance and other reduction-in-force related expenses	23,368		—		—			23,368			—
Acquisition and transaction costs	5,456		2,658		584			7,150			4,613
Our share of (income) loss from real estate fund investments	(1,657)		26,600		2,524			63,114			48,808
Mark-to-market decrease in PREIT common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)	—		2,438		—			4,938			21,649
Healthcare and severance pay accruals related to Hotel Pennsylvania closure	—		—		9,246			9,246			—
608 Fifth Avenue lease liability extinguishment gain in 2020 and impairment loss and related write-offs in 2019	—		—		—			(70,260)			77,156
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020	—		—		—			13,369			—
Net gain from sale of UE common shares (sold on March 4, 2019)	—		—		—			—			(62,395)
Mark-to-market increase in Lexington common shares (sold on March 1, 2019)	—		—		—			—			(16,068)
Other	344		1,488		(499)			8,600			(2,963)
Total of certain income items that impact EBITDAre	(14,947)		(170,709)		(202,723)			(321,795)			(533,593)
EBITDAre, as adjusted (non-GAAP)	$	221,400	$	283,973	$	209,183		$	879,154		$	1,143,881

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