8-K

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):

November 2, 2015

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	File Number)	Identification No.)
Incorporation)

VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)

Delaware	No. 001-34482	No. 13-3925979
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

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.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.Results of Operations and Financial Condition.

On November 2, 2015, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the third quarter of 2015.  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 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 November 2, 2015.

99.2     Vornado Realty Trust supplemental operating and financial data for the quarter ended September 30, 2015.

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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/ Stephen W. Theriot
Name:	Stephen W. Theriot
Title:	Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

Date: November 3, 2015

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/ Stephen W. Theriot
Name:	Stephen W. Theriot
Title:	Chief Financial Officer of Vornado Realty Trust, sole general partner of Vornado Realty L.P. (duly authorized officer and principal financial and accounting officer)

Date: November 3, 2015

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Exhibit Index

99.1     Vornado Realty Trust press release dated November 2, 2015.

99.2     Vornado Realty Trust supplemental operating and financial data for the quarter ended September 30, 2015.

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EX-99

 

EXHIBIT 99.1

CONTACT:	STEPHEN THERIOT
	(201) 587-1000
		210 Route 4 East
		Paramus , NJ

FOR IMMEDIATE RELEASE – November 2, 2015

Vornado Announces Third Quarter 2015 Financial Results

PARAMUS, NEW JERSEY.......VORNADO REALTY TRUST (New York Stock Exchange: VNO) filed its Form 10-Q for the quarter ended September 30, 2015 today and reported:

NET INCOME attributable to common shareholders for the quarter ended September 30, 2015 was $198.9 million, or $1.05 per diluted share, compared to $131.2 million, or $0.69 per diluted share, for the prior year’s quarter.  Net income for the quarters ended September 30, 2015 and 2014 include $135.6 million and $57.8 million, respectively, of net gains on sale of real estate.  Net income for the quarter ended September 30, 2015 also includes $2.3 million of real estate impairment losses.   Adjusting net income attributable to common shareholders for certain items that affect comparability which are listed in the table below, net income attributable to common shareholders for the quarters ended September 30, 2015 and 2014 was $73.9 million and $79.6 million, or $0.39 and $0.42 per diluted share, respectively.

FUNDS FROM OPERATIONS attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended September 30, 2015 was $236.0 million, or $1.25 per diluted share, compared to $217.4 million, or $1.15 per diluted share, for the prior year’s quarter.  Adjusting FFO for certain items that affect comparability which are listed in the table below, FFO for the quarters ended September 30, 2015 and 2014 was $235.1 million and $204.2 million, or $1.24 and $1.08 per diluted share, respectively.

(Amounts in thousands, except per share amounts)			For the Three Months Ended September 30,
			2015		2014
FFO (1)			$	236,039	$	217,362
Per diluted share			$	1.25	$	1.15
Items that affect comparability income (expense):
	FFO from discontinued operations and sold properties (including UE spin-off related
		costs of $5,828 in 2014)	$	3,671	$	41,240
	Acquisition and transaction related costs			(1,518)		(1,277)
	Impairment loss and loan loss reserve on investment in Suffolk Downs			(595)		(10,263)
	Toys FFO (negative FFO)			46		(18,035)
	Other, net			(593)		2,341
				1,011		14,006
Noncontrolling interests' share of above adjustments				(62)		(814)
Items that affect comparability, net			$	949	$	13,192
FFO as adjusted for comparability			$	235,090	$	204,170
Per diluted share			$	1.24	$	1.08
(1)  See page 4 for a reconciliation of our net income to FFO for the three months ended September 30, 2015 and 2014.

 

Nine Months 2015 Results

NET INCOME attributable to common shareholders for the nine months ended September 30, 2015 was $449.1 million, or $2.37 per diluted share, compared to $270.2 million, or $1.43 per diluted share, for the nine months ended September 30, 2014.  Net income for the nine months ended September 30, 2015 and 2014 include $150.9 million and $57.8 million, respectively, of net gains on sale of real estate, and $17.4 million and $20.8 million, respectively, of real estate impairment losses.  Adjusting net income attributable to common shareholders for certain items that affect comparability which are listed in the table below, net income attributable to common shareholders for the nine months ended September 30, 2015 and 2014 was $229.9 million and $234.1 million, or $1.21 and $1.24 per diluted share, respectively.

FFO for the nine months ended September 30, 2015 was $779.5 million, or $4.11 per diluted share, compared to $684.2 million, or $3.63 per diluted share, for the prior year’s nine months.  Adjusting FFO for certain items that affect comparability which are listed in the table below, FFO for the nine months ended September 30, 2015 and 2014 was $684.8 million and $620.7 million, or $3.61 and $3.29 per diluted share, respectively.

(Amounts in thousands, except per share amounts)			For the Nine Months Ended September 30,
			2015		2014
FFO (1)			$	779,506	$	684,247
Per diluted share			$	4.11	$	3.63
Items that affect comparability income (expense):
	Reversal of allowance for deferred tax assets (re: taxable REIT subsidiary's
		ability to utilize NOLs)	$	90,030	$	-
	FFO from discontinued operations and sold properties (including UE spin-off related
		costs of $22,972 and $9,343, respectively)		16,891		134,668
	Acquisition and transaction related costs			(7,560)		(3,629)
	Our share of impairment loss on India real estate venture's non-depreciable real estate			(4,502)		-
	Net gain on sale of residential condominiums and a land parcel in 2014			2,493		13,205
	Toys FFO (negative FFO) (including impairment losses of $75,196 in 2014)			2,000		(60,630)
	Impairment loss and loan loss reserve on investment in Suffolk Downs			(595)		(10,263)
	Other, net			1,928		(5,913)
				100,685		67,438
Noncontrolling interests' share of above adjustments				(6,002)		(3,932)
Items that affect comparability, net			$	94,683	$	63,506
FFO as adjusted for comparability			$	684,823	$	620,741
Per diluted share			$	3.61	$	3.29
(1)  See page 4 for a reconciliation of our net income to FFO for the nine months ended September 30, 2015 and 2014.

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, as amended, for the year ended December 31, 2014.  Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.

(tables to follow)

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VORNADO REALTY TRUST
OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2015 AND 2014
(Amounts in thousands, except per share amounts)		For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,
		2015		2014		2015		2014
Revenues		$	627,596	$	578,710	$	1,850,686	$	1,715,502
Income from continuing operations		$	200,777	$	87,029	$	525,608	$	314,584
Income from discontinued operations			34,463		82,168		50,278		118,456
Net income			235,240		169,197		575,886		433,040
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(3,302)		(9,685)		(38,370)		(85,239)
	Operating Partnership		(12,704)		(7,988)		(28,189)		(16,552)
Net income attributable to Vornado			219,234		151,524		509,327		331,249
Preferred share dividends			(20,364)		(20,365)		(60,213)		(61,099)
Net income attributable to common shareholders		$	198,870	$	131,159	$	449,114	$	270,150
Income per common share - Basic:
	Income from continuing operations, net	$	0.88	$	0.29	$	2.13	$	0.84
	Income from discontinued operations, net		0.17		0.41		0.25		0.60
	Net income per common share	$	1.05	$	0.70	$	2.38	$	1.44
	Weighted average shares outstanding		188,504		187,671		188,291		187,503
Income per common share - Diluted:
	Income from continuing operations, net	$	0.88	$	0.28	$	2.12	$	0.84
	Income from discontinued operations, net		0.17		0.41		0.25		0.59
	Net income per common share	$	1.05	$	0.69	$	2.37	$	1.43
	Weighted average shares outstanding		189,581		188,812		189,789		188,592
FFO		$	236,039	$	217,362	$	779,506	$	684,247
Per diluted share		$	1.25	$	1.15	$	4.11	$	3.63
FFO as adjusted for comparability		$	235,090	$	204,170	$	684,823	$	620,741
Per diluted share		$	1.24	$	1.08	$	3.61	$	3.29
Weighted average shares used in determining FFO per diluted share			189,581		188,812		189,524		188,592

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	The following table reconciles our net income to FFO:
(Amounts in thousands)			For the Three Months Ended				For the Nine Months Ended
			September 30,				September 30,
Reconciliation of our net income to FFO:			2015		2014		2015		2014
Net income attributable to Vornado			$	219,234	$	151,524	$	509,327	$	331,249
Depreciation and amortization of real property				134,623		123,578		382,175		387,549
Net gains on sale of real estate				(135,557)		(57,796)		(146,424)		(57,796)
Real estate impairment losses				-		-		256		20,842
Proportionate share of adjustments to equity in net loss of
	partially owned entities to arrive at FFO:
		Depreciation and amortization of real property		38,131		26,604		106,685		93,416
		Net gains on sale of real estate		-		(760)		(4,513)		(760)
		Real estate impairment losses		2,313		-		12,617		-
		Income tax effect of above adjustments		-		(207)		-		(7,287)
Noncontrolling interests' share of above adjustments				(2,364)		(5,240)		(20,473)		(21,916)
FFO attributable to Vornado				256,380		237,703		839,650		745,297
Preferred share dividends				(20,364)		(20,365)		(60,213)		(61,099)
FFO attributable to common shareholders				236,016		217,338		779,437		684,198
Convertible preferred share dividends				23		24		69		49
FFO attributable to common shareholders plus assumed conversions			$	236,039	$	217,362	$	779,506	$	684,247

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 depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets, extraordinary items and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries.  FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.  FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure.  FFO may not be comparable to similarly titled measures employed by other companies.  A reconciliation of our net income to FFO is provided above.  In addition to FFO, we also disclose FFO before certain items that affect comparability.  Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance.  Reconciliations of FFO to FFO as adjusted for comparability are provided on page 1 and 2 of this press release.

Conference Call and Audio Webcast

As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, November 3, 2015 at 10:00 a.m. Eastern Time (ET).  The conference call can be accessed by dialing 800-708-4540 (domestic) or 847-619-6397 (international) and indicating to the operator the passcode 41033480.  A telephonic replay of the conference call will be available from 1:00 p.m. ET on November 3, 2015 through December 2, 2015.  To access the replay, please dial 888-843-7419 and enter the passcode 41033480#.  A live webcast of the conference call will be available on the Company’s website at www.vno.com and an online playback of the webcast will be available on the website for 90 days following the conference call.

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EX-99

 

EXHIBIT 99.2

SUPPLEMENTAL OPERATING

AND FINANCIAL DATA

For the Quarter Ended September 30, 2015

 

 

INDEX
	Page
Investor Information	2
2015 Business Developments	3 - 5
Common Shares Data	6
Financial Highlights	7
Funds From Operations	8 - 9
Funds Available for Distribution	10
Net Income / EBITDA (Consolidated and by Segment)	11 - 15
EBITDA by Segment and Region	16
Consolidated Balance Sheets	17
Capital Structure	18
Debt Analysis	19 - 21
Unconsolidated Joint Ventures	22 - 24
Square Footage	25
Top 30 Tenants	26
Lease Expirations	27 - 28
Leasing Activity	29 - 30
Occupancy, Same Store EBITDA and Residential Statistics	31
Capital Expenditures	32 - 35
Development Costs and Construction in Progress	36
Property Table	37 - 50
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 and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict.  For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2014. 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 our Annual Report on Form 10-K, as amended, or Quarterly Report on Form 10-Q, as applicable, and this supplemental package.

 

INVESTOR INFORMATION
Executive Officers:
Steven Roth	Chairman of the Board and Chief Executive Officer
David R. Greenbaum	President - New York Division
Mitchell N. Schear	President - Washington, DC Division
Michael J. Franco	Executive Vice President - Chief Investment Officer
Joseph Macnow	Executive Vice President - Finance and Chief Administrative Officer
Stephen W. Theriot	Chief Financial Officer
RESEARCH COVERAGE - EQUITY
James Feldman / Scott Freitag		Steve Sakwa / Gabriel Hilmoe	Alexander Goldfarb / Ryan Peterson
Bank of America / Merrill Lynch		Evercore ISI	Sandler O'Neill
646-855-5808 / 646-855-3197		212-446-9462 / 212-446-9459	212-466-7937 / 212-466-7927
Ross Smotrich / Peter Siciliano		Brad K. Burke	John W. Guinee / Erin T. Aslakson
Barclays Capital		Goldman Sachs	Stifel Nicolaus & Company
212-526-2306 / 212-526-3098		917-343-2082	443-224-1307 / 443-224-1350
Michael Bilerman / Emmanuel Korchman		John Bejjani	Michael Lewis
Citi		Green Street Advisors	SunTrust Robinson Humphrey
212-816-1383 / 212-816-1382		949-640-8780	212-319-5659
Ian Weissman / Derek J.A. van Dijkum		Anthony Paolone / Gene Nusinzon	Ross T. Nussbaum / Nick Yulico
Credit Suisse		JP Morgan	UBS
212-538-6889 / 212-325-9752		212-622-6682 / 212-633-1041	212-713-2484 / 212-713-3402
Vincent Chao		Vance H. Edelson
Deutsche Bank		Morgan Stanley
212-250-6799		212-761-0078
RESEARCH COVERAGE - DEBT
Scott Frost		Robert Haines / Craig Guttenplan	Thierry Perrein
Bank of America / Merrill Lynch		Credit Sights	Wells Fargo Securities
646-855-8078		212-340-3835 / 212-340-3859	704-715-8455
Peter Troisi		Ron Perrotta
Barclays Capital		Goldman Sachs
212-412-3695		212-902-7885
Thomas Cook		Mark Streeter
Citi		JP Morgan
212-723-1112		212-834-5086
This information is provided as a service to interested parties and not as an endorsement of any report, or representation as to the accuracy of any information contained therein. Opinions, forecasts and other forward-looking statements expressed in analysts' reports are subject to change without notice.

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2015 BUSINESS DEVELOPMENTS

Urban Edge Properties (“UE”) (NYSE: UE) spin-off

On January 15, 2015, we completed the spin-off of substantially all of our retail segment comprised of 79 strip shopping centers, three malls, a warehouse park and $225,000,000 of cash to Urban Edge Properties (“UE”) (NYSE: UE).  As part of this transaction, we retained 5,717,184 UE operating partnership units (5.4% ownership interest).  We are providing transition services to UE for an initial period of up to two years, including information technology, human resources, tax and financial reporting. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, and (ii) our affiliate, Alexander’s, Inc. (NYSE: ALX), Rego Park retail assets. Steven Roth, our Chairman and Chief Executive Officer is a member of the Board of Trustees of UE.  The spin-off distribution was effected by Vornado distributing one UE common share for every two Vornado common shares.

Acquisitions

Since January 1, 2015, we completed the following acquisitions:

·On January 20, we increased our aggregate ownership interest of the Crowne Plaza Times Square Hotel to 33% from 11% for $39,000,000 which valued the property at approximately $480,000,000.

·On March 18, we acquired the Center Building, a 437,000 square foot office building, located at 33-00 Northern Boulevard in Long Island City, New York, for $142,000,000, including the assumption of an existing $62,000,000, 4.43% mortgage maturing in October 2018.

·On June 2, we completed the acquisition of 150 West 34^th Street, a 78,000 square foot retail property leased to Old Navy through May 2019, and 226,000 square feet of additional zoning air rights, for approximately $355,000,000.  At closing we completed a $205,000,000 financing of the property.

·On June 24, we entered into a joint venture, in which we own a 55% interest, to develop a 173,000 square foot Class-A office building, located along the western edge of the High Line at 512 West 22nd Street.  The development cost of this project is approximately $235,000,000.  The development is expected to commence during the fourth quarter of 2015 and be completed in 2017.

·On July 31, we acquired 260 Eleventh Avenue, a 235,000 square foot office property leased to the City of New York through 2021 with two five-year renewal options, a 10,000 square foot parking lot and additional air rights.  The transaction is structured as a 99-year ground lease with an option to purchase the land for $110,000,000.  The $3,900,000 annual ground rent and the purchase option price escalate annually at the lesser of 1.5% or CPI.  The buildings were purchased for 813,900 newly issued Vornado Operating Partnership units valued at approximately $80,000,000.

·On September 25, we acquired 265 West 34th Street, a 1,700 square foot retail property and 15,200 square feet of additional zoning air rights, for approximately $28,500,000.

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2015 BUSINESS DEVELOPMENTS

Dispositions

Since January 1, 2015, we completed the following dispositions:

·On March 13, we sold our Geary Street, CA lease for $34,189,000, which resulted in a net gain of $21,376,000.

·On March 25, the Fund completed the sale of 520 Broadway in Santa Monica, CA for $91,650,000.  The Fund realized a $23,768,000 net gain over the holding period.

·On March 31, we transferred the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to PREIT Associates, L.P., which is the operating partnership of Pennsylvania Real Estate Investment Trust (NYSE: PEI) (collectively, “PREIT”).  The financial statement gain was $7,823,000, of which $7,192,000 was recognized in the first quarter of 2015 and the remaining $631,000 was deferred based on our ownership interest in PREIT.  In the first quarter of 2014, we recorded a non-cash impairment loss of $20,000,000 on Springfield Town Center which is included in “income from discontinued operations” on our consolidated statements of income.

·On August 6, we sold our 50% interest in the Monmouth Mall in Eatontown, NJ to our joint venture partner for $38,000,000, valuing the property at approximately $229,000,000, which resulted in a net gain of $33,153,000.

·On September 9, we completed the sale of 1750 Pennsylvania Avenue, NW, a 278,000 square foot office building in Washington, DC for $182,000,000, resulting in a net gain of approximately $102,000,000 which is included in “net gain on disposition of wholly owned and partially owned assets” on our consolidated statement of income.  The tax gain of approximately $137,000,000 was deferred as part of a like-kind exchange.  We are managing the property on behalf of the new owner.

·On October 19, we entered into an agreement to sell our leasehold interest in 20 Broad Street, a 473,000 square foot office building in Manhattan.  We ground lease this property, which is contiguous to the New York Stock Exchange (“NYSE”), from the NYSE, who is also the major tenant in the building.  By agreement, we early terminated the NYSE space lease which was scheduled to expire in June 2016.  The aggregate consideration for the sale of the leasehold and the early termination of the NYSE lease is $200,000,000 or $423 per square foot.  The total income from this transaction is approximately $156,000,000 comprised of $141,000,000 from the gain on sale and $15,000,000 of lease termination income.  The sale, which is subject to customary closing conditions, is expected to be completed in the fourth quarter of 2015.

·We also sold five residual retail properties, in separate transactions, for an aggregate of $10,731,000, which resulted in net gains of $3,675,000.

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2015 BUSINESS DEVELOPMENTS

Financing Activities

Since January 1, 2015, we completed the following financing transactions:

·On January 1, we redeemed all of the $500,000,000 principal amount of our outstanding 4.25% senior unsecured notes, which were scheduled to mature on April 1, 2015, at a redemption price of 100% of the principal amount plus accrued interest through December 31, 2014.

·On April 1, we completed a $308,000,000 refinancing of RiverHouse Apartments, a three building, 1,670 unit rental complex located in Arlington, VA.  The loan is interest-only at LIBOR plus 1.28% and matures in 2025.  We realized net proceeds of approximately $43,000,000.  The property was previously encumbered by a 5.43%, $195,000,000 mortgage maturing in April 2015 and a $64,000,000 mortgage at LIBOR plus 1.53% maturing in 2018.

·On June 2, we completed a $205,000,000 financing in connection with the acquisition of 150 West 34th Street.  The loan bears interest at LIBOR plus 2.25% and matures in 2018 with two one-year extension options.

·On July 28, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot property comprised of 851,000 square feet of office space and the 256,000 square foot Manhattan Mall.  The loan is interest only at LIBOR plus 1.65% and matures in July 2020.  We realized net proceeds of approximately $242,000,000.

·On September 22, we upsized the loan on our 220 Central Park South development by $350,000,000 to $950,000,000.  The interest rate on the loan is LIBOR plus 2.00% and the final maturity date is 2020.  In connection with the upsizing, the standby commitment for a $500,000,000 mezzanine loan for this development has been terminated by payment of a $15,000,000 contractual termination fee, which was capitalized as a component of “development costs and construction in progress” on our consolidated balance sheet as of September 30, 2015.

·         On October 30, we entered into an unsecured delayed-draw term loan facility in the maximum amount of $750,000,000.  The facility matures in October 2018 with two one-year extension options.  The interest rate is LIBOR plus 115 basis points with a fee of 20 basis points per annum on the unused portion. At closing, we drew $187,500,000. The facility provides that the maximum amount available is twice the amount outstanding on April 29, 2016, limited to $750,000,000, and all draws must be made by October 2017.

- 5 -

 

COMMON SHARES DATA (NYSE: VNO)
(unaudited)
Vornado Realty Trust common shares are traded on the New York Stock Exchange ("NYSE") under the symbol VNO.  Below is a summary of performance and dividends for VNO common shares (based on NYSE prices):
		Third Quarter 2015			Second Quarter 2015			First Quarter 2015			Fourth Quarter 2014
High Price		$	98.96		$	113.12		$	116.02		$	120.23
Low Price		$	84.60		$	94.55		$	104.11		$	93.09
Closing Price - end of quarter		$	90.42		$	94.93		$	112.00		$	117.71
Annualized Dividend per share		$	2.52	(1)	$	2.52	(1)	$	2.52	(1)	$	2.92	(1)
Annualized Dividend Yield - on Closing Price			2.8%			2.7%			2.3%			2.5%
Outstanding shares, Class A units and convertible preferred units as converted,
	excluding stock options (in thousands)		201,431			200,575			200,361			199,753
Closing market value of outstanding shares, Class A units and convertible preferred
	units as converted, excluding stock options	$	18.2 Billion		$	19.0 Billion		$	22.4 Billion		$	23.5 Billion
(1)	Post spin-off of Urban Edge Properties (NYSE: UE), the $2.52 annualized dividend, combined with the annualized dividend of UE is the same $2.92 annual dividend that was paid in 2014.

- 6 -

 

FINANCIAL HIGHLIGHTS
(unaudited and in thousands, except per share amounts)
This section includes non-GAAP financial measures, including Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA"), Funds From Operations attributable to common shares plus assumed conversions ("FFO"), FFO as adjusted for comparability, and Funds Available for Distribution ("FAD").  A description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measures are provided on the pages that follow.
				Three Months Ended						Nine Months Ended
				September 30,				June 30,		September 30,
				2015		2014		2015		2015		2014
	Total revenues			$	627,596	$	578,710	$	616,288	$	1,850,686	$	1,715,502
	Net income attributable to common shareholders			$	198,870	$	131,159	$	165,651	$	449,114	$	270,150
		Per common share:
			Basic	$	1.05	$	0.70	$	0.88	$	2.38	$	1.44
			Diluted	$	1.05	$	0.69	$	0.87	$	2.37	$	1.43
	FFO as adjusted for comparability			$	235,090	$	204,170	$	243,636	$	684,823	$	620,741
		Per diluted share		$	1.24	$	1.08	$	1.29	$	3.61	$	3.29
	FFO			$	236,039	$	217,362	$	323,381	$	779,506	$	684,247
	FFO - Operating Partnership Basis ("OP Basis")			$	251,331	$	230,783	$	343,470	$	828,923	$	726,610
		Per diluted share		$	1.25	$	1.15	$	1.71	$	4.11	$	3.63
	FAD			$	151,144	$	158,169	$	138,439	$	442,528	$	499,411
		Per diluted share		$	0.80	$	0.84	$	0.73	$	2.33	$	2.65
	Dividends per common share			$	0.63	$	0.73	$	0.63	$	1.89	$	2.19
	FFO payout ratio (based on FFO as adjusted for comparability)				50.8%		67.6%		48.8%		52.4%		66.6%
	FAD payout ratio				78.8%		86.9%		86.3%		81.1%		82.6%
	Weighted average shares used in determining FFO per diluted share - REIT basis				189,581		188,812		189,600		189,524		188,592
	Convertible units:
		Class A			11,105		10,651		10,673		10,819		10,655
		D-13			504		446		458		467		471
		G1-G4			86		84		87		93		86
		Equity awards - unit equivalents			587		477		560		636		464
	Weighted average shares used in determining FFO per diluted share - OP Basis				201,863		200,470		201,378		201,539		200,268

- 7 -

 

RECONCILIATION OF NET INCOME TO FFO (1)
(unaudited and in thousands, except per share amounts)
				Three Months Ended						Nine Months Ended
				September 30,				June 30,		September 30,
				2015		2014		2015		2015		2014
Reconciliation of our net income to FFO:
	Net income attributable to Vornado			$	219,234	$	151,524	$	186,016	$	509,327	$	331,249
	Depreciation and amortization of real property				134,623		123,578		129,296		382,175		387,549
	Net gains on sale of real estate				(135,557)		(57,796)		-		(146,424)		(57,796)
	Real estate impairment losses				-		-		-		256		20,842
	Proportionate share of adjustments to equity in net loss of
		partially owned entities to arrive at FFO:
			Depreciation and amortization of real property		38,131		26,604		32,282		106,685		93,416
			Net gains on sale of real estate		-		(760)		(4,513)		(4,513)		(760)
			Real estate impairment losses		2,313		-		10,304		12,617		-
			Income tax effect of above adjustments		-		(207)		-		-		(7,287)
	Noncontrolling interests' share of above adjustments				(2,364)		(5,240)		(9,662)		(20,473)		(21,916)
	FFO attributable to Vornado				256,380		237,703		343,723		839,650		745,297
	Preferred share dividends				(20,364)		(20,365)		(20,365)		(60,213)		(61,099)
	FFO attributable to common shareholders				236,016		217,338		323,358		779,437		684,198
	Convertible preferred share dividends				23		24		23		69		49
	FFO attributable to common shareholders plus assumed conversions				236,039		217,362		323,381		779,506		684,247
	Add back of income allocated to noncontrolling interests of the
		Operating Partnership			15,292		13,421		20,089		49,417		42,363
	FFO - OP Basis (1)			$	251,331	$	230,783	$	343,470	$	828,923	$	726,610
	FFO per diluted share (1)			$	1.25	$	1.15	$	1.71	$	4.11	$	3.63
(1)	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 depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets, extraordinary items and other specified non-cash 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 flows as a liquidity measure.  FFO may not be comparable to similarly titled measures employed by other companies.

- 8 -

 

RECONCILIATION OF FFO TO FFO AS ADJUSTED FOR COMPARABILITY
(unaudited and in thousands, except per share amounts)
				Three Months Ended						Nine Months Ended
				September 30,				June 30,		September 30,
				2015		2014		2015		2015		2014
FFO attributable to common shareholders plus assumed conversions			(A)	$	236,039	$	217,362	$	323,381	$	779,506	$	684,247
Per diluted share				$	1.25	$	1.15	$	1.71	$	4.11	$	3.63
Items that affect comparability income:
	FFO from discontinued operations and sold properties (including UE spin-off
		related costs of $5,828 and $327 in the three months ended September
		30, 2014 and June 30, 2015, respectively, and $22,972 and $9,343 in
		the nine months ended September 30, 2015 and 2014, respectively)			3,671		41,240		2,572		16,891		134,668
	Acquisition and transaction related costs				(1,518)		(1,277)		(4,061)		(7,560)		(3,629)
	Impairment loss and loan loss reserve on investment in Suffolk Downs				(595)		(10,263)		-		(595)		(10,263)
	Toys "R" Us ("Toys") FFO (negative FFO)				46		(18,035)		500		2,000		(60,630)
	Reversal of allowance for deferred tax assets (re: taxable REIT subsidiary's
		ability to utilize NOLs)			-		-		90,030		90,030		-
	Our share of impairment loss on India real estate venture's non-depreciable
		real estate			-		-		(4,502)		(4,502)		-
	Net gain on sale of residential condominiums and a land parcel in 2014				-		-		-		2,493		13,205
	Other, net				(593)		2,341		433		1,928		(5,913)
					1,011		14,006		84,972		100,685		67,438
Noncontrolling interests' share of above adjustments					(62)		(814)		(5,227)		(6,002)		(3,932)
Items that affect comparability, net			(B)	$	949	$	13,192	$	79,745	$	94,683	$	63,506
Per diluted share				$	0.01	$	0.07	$	0.42	$	0.50	$	0.34
FFO attributable to common shareholders plus assumed conversions,
	as adjusted for comparability		(A-B)	$	235,090	$	204,170	$	243,636	$	684,823	$	620,741
Per diluted share				$	1.24	$	1.08	$	1.29	$	3.61	$	3.29

- 9 -

 

RECONCILIATION OF FFO TO FAD(1)
(unaudited and in thousands, except per share amounts)
				Three Months Ended						Nine Months Ended
				September 30,				June 30,		September 30,
				2015		2014		2015		2015		2014
FFO attributable to common shareholders plus assumed conversions			(A)	$	236,039	$	217,362	$	323,381	$	779,506	$	684,247
Adjustments to arrive at FAD:
	Straight-line rentals				44,424		22,927		34,662		108,382		55,809
	Recurring tenant improvements, leasing commissions and other capital expenditures				44,013		73,405		71,488		167,549		201,826
	Amortization of acquired below-market leases, net				19,328		7,641		12,921		44,240		24,959
	Amortization of debt issuance costs				(7,864)		(6,532)		(7,497)		(22,817)		(13,102)
	Stock-based compensation expense				(6,501)		(8,315)		(6,685)		(33,328)		(28,389)
	Non real estate depreciation				(1,317)		(1,514)		(1,667)		(4,906)		(6,133)
	Items that affect comparability per page 9, excluding FFO attributable to
		discontinued operations			(1,052)		(25,381)		84,466		89,493		(61,553)
	Carried interest and our share of net unrealized gains from real estate fund investments				(636)		617		8,743		9,728		22,862
	Noncontrolling interests' share of above adjustments				(5,500)		(3,655)		(11,489)		(21,363)		(11,443)
			(B)		84,895		59,193		184,942		336,978		184,836
FAD(1)			(A-B)	$	151,144	$	158,169	$	138,439	$	442,528	$	499,411
FAD per diluted share				$	0.80	$	0.84	$	0.73	$	2.33	$	2.65
FAD payout ratio(2)					78.8%		86.9%		86.3%		81.1%		82.6%
(1)	FAD is defined as FFO less (i) 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.
(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.

- 10 -

 

CONSOLIDATED NET INCOME / EBITDA (1)
(unaudited and in thousands)
		Three Months Ended
		September 30,							June 30,
		2015			2014		Inc (Dec)		2015
Property rentals		$	462,127		$	443,952	$	18,175	$	466,803
Straight-line rent adjustments			44,424			22,927		21,497		34,662
Amortization of acquired below-market leases, net			19,786			8,099		11,687		13,378
Total rentals			526,337			474,978		51,359		514,843
Tenant expense reimbursements			67,098			65,953		1,145		62,215
Fee and other income:
	BMS cleaning fees		18,563			22,467		(3,904)		21,741
	Management and leasing fees		4,045			4,266		(221)		4,274
	Lease termination fees		1,517			3,300		(1,783)		2,893
	Other income		10,036			7,746		2,290		10,322
Total revenues			627,596			578,710		48,886		616,288
Operating expenses			256,561			240,088		16,473		242,690
Depreciation and amortization			141,920			114,822		27,098		136,957
General and administrative			36,157			40,384		(4,227)		39,189
Acquisition and transaction related costs			1,518			1,277		241		4,061
Total expenses			436,156			396,571		39,585		422,897
Operating income			191,440			182,139		9,301		193,391
Loss from partially owned entities			(325)			(26,034)		25,709		(5,641)
Income from real estate fund investments			1,665			24,160		(22,495)		26,368
Interest and other investment income, net			3,160			7,568		(4,408)		5,666
Interest and debt expense			(95,344)			(100,817)		5,473		(92,092)
Net gain on disposition of wholly owned and partially owned assets			103,037			2,665		100,372		-
Income before income taxes			203,633			89,681		113,952		127,692
Income tax (expense) benefit			(2,856)			(2,652)		(204)		88,072
Income from continuing operations			200,777			87,029		113,748		215,764
Income (loss) from discontinued operations			34,463			82,168		(47,705)		(364)
Net income			235,240			169,197		66,043		215,400
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(3,302)			(9,685)		6,383		(19,186)
	Operating Partnership		(12,704)			(7,988)		(4,716)		(10,198)
Net income attributable to Vornado			219,234			151,524		67,710		186,016
Interest and debt expense			118,977			160,252		(41,275)		115,073
Depreciation and amortization			174,209			160,270		13,939		163,245
Income tax expense (benefit)			3,043			2,232		811		(87,653)
EBITDA		$	515,463		$	474,278	$	41,185	$	376,681
Capitalized leasing and development payroll		$	4,835		$	3,689	$	1,146	$	5,444
Capitalized interest and debt expense		$	26,005	(2)	$	16,335	$	9,670	$	11,702
(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization."  Management considers EBITDA a supplemental measure for making decisions and assessing the unlevered performance of its 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 a multiple of EBITDA, management utilizes this measure to make investment decisions as well as to compare the performance of its assets to that of its peers.  EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.
(2)	Inclusive of a $15,000 termination fee on the standby loan commitment for our 220 Central Park South development project.

- 11 -

 

CONSOLIDATED NET INCOME / EBITDA
(unaudited and in thousands)
		Nine Months Ended September 30,
		2015			2014		Inc (Dec)
Property rentals		$	1,387,458		$	1,338,466	$	48,992
Straight-line rent adjustments			108,382			55,809		52,573
Amortization of acquired below-market leases, net			45,614			26,333		19,281
Total rentals			1,541,454			1,420,608		120,846
Tenant expense reimbursements			196,234			180,364		15,870
Fee and other income:
	BMS cleaning fees		62,937			63,618		(681)
	Management and leasing fees		12,511			15,859		(3,348)
	Lease termination fees		8,157			11,422		(3,265)
	Other income		29,393			23,631		5,762
Total revenues			1,850,686			1,715,502		135,184
Operating expenses			753,744			707,047		46,697
Depreciation and amortization			402,999			359,814		43,185
General and administrative			133,838			128,364		5,474
Acquisition and transaction related costs			7,560			3,629		3,931
Total expenses			1,298,141			1,198,854		99,287
Operating income			552,545			516,648		35,897
Loss from partially owned entities			(8,709)			(78,676)		69,967
Income from real estate investments			52,122			142,418		(90,296)
Interest and other investment income, net			19,618			28,814		(9,196)
Interest and debt expense			(279,110)			(301,042)		21,932
Net gain on disposition of wholly owned and partially owned assets			104,897			13,205		91,692
Income before income taxes			441,363			321,367		119,996
Income tax benefit (expense)			84,245			(6,783)		91,028
Income from continuing operations			525,608			314,584		211,024
Income from discontinued operations			50,278			118,456		(68,178)
Net income			575,886			433,040		142,846
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(38,370)			(85,239)		46,869
	Operating Partnership		(28,189)			(16,552)		(11,637)
Net income attributable to Vornado			509,327			331,249		178,078
Interest and debt expense			348,725			510,724		(161,999)
Depreciation and amortization			493,904			530,052		(36,148)
Income tax (benefit) expense			(85,349)			21,489		(106,838)
EBITDA		$	1,266,607		$	1,393,514	$	(126,907)
Capitalized leasing and development payroll		$	15,220		$	11,296	$	3,924
Capitalized interest and debt expense		$	48,817	(1)	$	46,517	$	2,300
(1)	Inclusive of a $15,000 termination fee on the standby loan commitment for our 220 Central Park South development project.

- 12 -

 

EBITDA BY SEGMENT
(unaudited and in thousands)
		Three Months Ended September 30, 2015
		Total		New York			Washington, DC			Other
Property rentals		$	462,127	$	299,207		$	105,388		$	57,532
Straight-line rent adjustments			44,424		32,961			7,523			3,940
Amortization of acquired below-market leases, net			19,786		18,401			377			1,008
Total rentals			526,337		350,569			113,288			62,480
Tenant expense reimbursements			67,098		51,521			9,697			5,880
Fee and other income:
	BMS cleaning fees		18,563		23,266			-			(4,703)
	Management and leasing fees		4,045		1,639			2,556			(150)
	Lease termination fees		1,517		-			1,414			103
	Other income		10,036		2,438			5,749			1,849
Total revenues			627,596		429,433			132,704			65,459
Operating expenses			256,561		178,888			51,867			25,806
Depreciation and amortization			141,920		76,612			43,964			21,344
General and administrative			36,157		8,305			6,283			21,569
Acquisition and transaction related costs			1,518		-			-			1,518
Total expenses			436,156		263,805			102,114			70,237
Operating income (loss)			191,440		165,628			30,590			(4,778)
(Loss) income from partially owned entities			(325)		4,010			(1,909)			(2,426)
Income from real estate fund investments			1,665		-			-			1,665
Interest and other investment income, net			3,160		1,888			34			1,238
Interest and debt expense			(95,344)		(50,480)			(16,580)			(28,284)
Net gain on disposition of wholly owned and partially owned assets			103,037		-			102,404			633
Income (loss) before income taxes			203,633		121,046			114,539			(31,952)
Income tax expense			(2,856)		(1,147)			(287)			(1,422)
Income (loss) from continuing operations			200,777		119,899			114,252			(33,374)
Income from discontinued operations			34,463		-			-			34,463
Net income			235,240		119,899			114,252			1,089
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(3,302)		(2,582)			-			(720)
	Operating Partnership		(12,704)		-			-			(12,704)
Net income (loss) attributable to Vornado			219,234		117,317			114,252			(12,335)
Interest and debt expense			118,977		64,653			20,010			34,314
Depreciation and amortization			174,209		99,206			48,132			26,871
Income tax expense			3,043		1,214			294			1,535
EBITDA for the three months ended September 30, 2015		$	515,463	$	282,390		$	182,688		$	50,385
EBITDA for the three months ended September 30, 2014		$	474,278	$	250,583		$	83,719		$	139,976
EBITDA as adjusted for comparability - OP basis:
	For the three months ended September 30, 2015	$	392,240	$	282,390	(1)	$	78,683	(2)	$	31,167	(3)
	For the three months ended September 30, 2014	$	363,764	$	244,733	(1)	$	81,866	(2)	$	37,165	(3)
See notes on page 15.

- 13 -

 

EBITDA BY SEGMENT
(unaudited and in thousands)
		Nine Months Ended September 30, 2015
		Total		New York			Washington, DC			Other
Property rentals		$	1,387,458	$	885,182		$	320,116		$	182,160
Straight-line rent adjustments			108,382		75,373			18,893			14,116
Amortization of acquired below-market leases, net			45,614		41,519			1,132			2,963
Total rentals			1,541,454		1,002,074			340,141			199,239
Tenant expense reimbursements			196,234		146,395			31,753			18,086
Fee and other income:
	BMS cleaning fees		62,937		76,935			-			(13,998)
	Management and leasing fees		12,511		4,773			8,403			(665)
	Lease termination fees		8,157		5,799			1,668			690
	Other income		29,393		7,232			19,563			2,598
Total revenues			1,850,686		1,243,208			401,528			205,950
Operating expenses			753,744		518,718			151,088			83,938
Depreciation and amortization			402,999		219,907			124,186			58,906
General and administrative			133,838		28,238			18,498			87,102
Acquisition and transaction related costs			7,560		-			-			7,560
Total expenses			1,298,141		766,863			293,772			237,506
Operating income (loss)			552,545		476,345			107,756			(31,556)
(Loss) income from partially owned entities			(8,709)		1,523			(3,583)			(6,649)
Income from real estate fund investments			52,122		-			-			52,122
Interest and other investment income, net			19,618		5,642			60			13,916
Interest and debt expense			(279,110)		(143,004)			(52,223)			(83,883)
Net gain on disposition of wholly owned and partially owned assets			104,897		-			102,404			2,493
Income (loss) before income taxes			441,363		340,506			154,414			(53,557)
Income tax benefit (expense)			84,245		(3,185)			(79)			87,509
Income from continuing operations			525,608		337,321			154,335			33,952
Income from discontinued operations			50,278		-			-			50,278
Net income			575,886		337,321			154,335			84,230
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(38,370)		(6,640)			-			(31,730)
	Operating Partnership		(28,189)		-			-			(28,189)
Net income attributable to Vornado			509,327		330,681			154,335			24,311
Interest and debt expense			348,725		184,377			62,413			101,935
Depreciation and amortization			493,904		288,897			136,687			68,320
Income tax (benefit) expense			(85,349)		3,368			(1,856)			(86,861)
EBITDA for the nine months ended September 30, 2015		$	1,266,607	$	807,323		$	351,579		$	107,705
EBITDA for the nine months ended September 30, 2014		$	1,393,514	$	735,710		$	252,700		$	405,104
EBITDA as adjusted for comparability - OP basis:
	For the nine months ended September 30, 2015	$	1,142,303	$	806,023	(1)	$	243,584	(2)	$	92,696	(3)
	For the nine months ended September 30, 2014	$	1,090,823	$	717,648	(1)	$	247,022	(2)	$	126,153	(3)
See notes on following page.

- 14 -

 

NOTES TO EBITDA BY SEGMENT
(unaudited and in thousands)
(1)	The elements of "New York" EBITDA as adjusted for comparability are summarized below.
			Three Months Ended September 30,				Nine Months Ended September 30,
			2015		2014		2015		2014
		Office (including BMS EBITDA of $5,634, $6,267, $17,908 and $17,812, respectively)	$	166,663	$	154,256	$	495,462	$	463,506
		Retail		97,604		70,789		265,060		204,181
		Alexander's		10,502		10,387		31,150		31,088
		Hotel Pennsylvania		7,621		9,301		14,351		18,873
		Total New York	$	282,390	$	244,733	$	806,023	$	717,648
(2)	The elements of "Washington, DC" EBITDA as adjusted for comparability are summarized below.
			Three Months Ended September 30,				Nine Months Ended September 30,
			2015		2014		2015		2014
		Office, excluding the Skyline properties	$	63,132	$	64,051	$	195,040	$	194,540
		Skyline properties		5,998		7,698		19,037		21,270
		Total Office		69,130		71,749		214,077		215,810
		Residential		9,553		10,117		29,507		31,212
		Total Washington, DC	$	78,683	$	81,866	$	243,584	$	247,022

(3)	The elements of "Other" EBITDA as adjusted for comparability are summarized below.
			Three Months Ended September 30,				Nine Months Ended September 30,
			2015		2014		2015		2014
	Our share of real estate fund investments:
		Income before net realized/unrealized (losses) gains	$	2,594	$	2,051	$	6,879	$	6,668
		Net realized/unrealized (losses) gains on investments		(922)		5,083		9,542		32,890
		Carried interest		(49)		8,438		6,248		21,643
	Total			1,623		15,572		22,669		61,201
	The Mart and trade shows			19,044		18,865		62,229		60,406
	555 California Street			13,005		11,994		38,237		35,566
	India real estate ventures			13		2,651		2,229		4,574
	Other investments			13,871		4,372		28,100		13,594
				47,556		53,454		153,464		175,341
	Corporate general and administrative expenses(a) (b)			(22,341)		(22,948)		(82,043)		(71,952)
	Investment income and other, net(a)			5,952		6,659		21,275		22,764
		Total Other	$	31,167	$	37,165	$	92,696	$	126,153
	(a)	The amounts in these captions (for this table only) exclude income/expense from the mark-to-market of our deferred compensation plan of $2,577 and $1,352 for the three months ended September 30, 2015 and 2014, respectively, and $327 and $8,132 for the nine months ended September 30, 2015 and 2014, respectively.
	(b)	The nine months ended September 30, 2015 includes $7,084 from the acceleration of the recognition of compensation expense related to 2013-2015 Out-Performance Plans due to the modification of the vesting criteria of awards such that they will fully vest at age 65. The accelerated expense will result in lower general and administrative expense for the remainder of 2015 of $867 and $6,217 thereafter.

- 15 -

 

EBITDA BY SEGMENT AND REGION
(unaudited)
The following tables set forth the percentages of EBITDA, by operating segment and by geographic region, excluding discontinued operations and other items that affect comparability.
		Three Months Ended September 30,		Nine Months Ended September 30,
		2015	2014	2015	2014
Segment
	New York	72%	69%	70%	68%
	Washington, DC	20%	23%	21%	23%
	The Mart	5%	5%	6%	6%
	555 California	3%	3%	3%	3%
		100%	100%	100%	100%
Region
	New York City metropolitan area	72%	68%	70%	68%
	Washington, DC / Northern Virginia area	20%	23%	21%	23%
	Chicago, IL	5%	6%	6%	6%
	San Francisco, CA	3%	3%	3%	3%
		100%	100%	100%	100%

- 16 -

 

CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)
			September 30, 2015		December 31, 2014		Increase (Decrease)
ASSETS
Real estate, at cost:
	Land		$	4,045,042	$	3,861,913	$	183,129
	Buildings and improvements			12,278,443		11,705,749		572,694
	Development costs and construction in progress			1,389,471		1,128,037		261,434
	Leasehold improvements and equipment			131,760		126,659		5,101
		Total		17,844,716		16,822,358		1,022,358
	Less accumulated depreciation and amortization			(3,364,932)		(3,161,633)		(203,299)
Real estate, net				14,479,784		13,660,725		819,059
Cash and cash equivalents				788,137		1,198,477		(410,340)
Restricted cash				107,965		176,204		(68,239)
Marketable securities				152,927		206,323		(53,396)
Tenant and other receivables, net				108,106		109,998		(1,892)
Investments in partially owned entities				1,460,178		1,240,489		219,689
Real estate fund investments				555,414		513,973		41,441
Receivable arising from the straight-lining of rents, net				885,340		787,271		98,069
Deferred leasing and financing costs, net				572,969		475,158		97,811
Identified intangible assets, net				241,814		225,155		16,659
Assets related to discontinued operations				35,142		2,244,481		(2,209,339)
Other assets				584,150		410,066		174,084
	Total assets		$	19,971,926	$	21,248,320	$	(1,276,394)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
	Mortgages payable		$	9,159,413	$	8,263,165	$	896,248
	Senior unsecured notes			847,594		1,347,159		(499,565)
	Revolving credit facility debt			-		-		-
	Accounts payable and accrued expenses			465,045		447,745		17,300
	Deferred revenue			377,951		358,613		19,338
	Deferred compensation plan			117,037		117,284		(247)
	Liabilities related to discontinued operations			11,520		1,511,362		(1,499,842)
	Other liabilities			434,980		375,830		59,150
		Total liabilities		11,413,540		12,421,158		(1,007,618)
Redeemable noncontrolling interests				1,113,885		1,337,780		(223,895)
Vornado shareholders' equity				6,682,147		6,745,426		(63,279)
Noncontrolling interests in consolidated subsidiaries				762,354		743,956		18,398
	Total liabilities, redeemable noncontrolling interests and equity		$	19,971,926	$	21,248,320	$	(1,276,394)

- 17 -

 

CAPITAL STRUCTURE
(unaudited and in thousands, except per share and unit amounts)
						September 30, 2015
Debt:
	Consolidated debt:
		Mortgages payable				$	9,159,413
		Senior unsecured notes					847,594
		$2.5 Billion unsecured revolving credit facilities					-
							10,007,007
	Pro rata share of debt of non-consolidated entities
		(excluding $1,708,337 of Toys' debt)					2,590,169
	Less: Noncontrolling interests' share of consolidated debt
		(primarily 1290 Avenue of the Americas and 555 California Street)					(472,892)
Total debt							12,124,284
			Shares/Units	Par Value
Perpetual Preferred:
5.00% Preferred Unit (D-16) (1 unit @ $1,000,000 per unit)							1,000
3.25% Preferred Units (D-17) (177,100 units @ $25 per unit)							4,428
6.625% Series G Preferred Shares			8,000	$	25.00		200,000
6.625% Series I Preferred Shares			10,800		25.00		270,000
6.875% Series J Preferred Shares			9,850		25.00		246,250
5.70% Series K Preferred Shares			12,000		25.00		300,000
5.40% Series L Preferred Shares			12,000		25.00		300,000
							1,321,678
				September 30, 2015
			Converted	Common
			Shares	Share Price
Equity:
Common shares			188,541	$	90.42		17,047,877
Class A units			11,367		90.42		1,027,804
Convertible share equivalents:
	Equity awards - unit equivalents		892		90.42		80,655
	D-13 preferred units		516		90.42		46,657
	G1-G4 units		71		90.42		6,420
	Series A preferred shares		44		90.42		3,978
							18,213,391
Total Market Capitalization						$	31,659,353

- 18 -

 

DEBT ANALYSIS
(unaudited and in thousands)
					As of September 30, 2015
		Total					Variable				Fixed
					Weighted				Weighted				Weighted
					Average				Average				Average
		Amount			Interest Rate		Amount		Interest Rate		Amount		Interest Rate
Consolidated debt		$	10,007,007			3.69%	$	2,818,142		2.01%	$	7,188,865		4.34%
Pro rata share of debt of non-consolidated entities:
	Toys		1,708,337			7.67%		1,046,123		7.05%		662,214		8.66%
	All other		2,590,169			4.99%		472,046		1.86%		2,118,123		5.68%
Total			14,305,513			4.40%		4,336,311		3.21%		9,969,202		4.91%
Less: Noncontrolling interests' share of consolidated debt
	(primarily 1290 Avenue of the Americas and 555 California Street)		(472,892)					(10,500)				(462,392)
Company's pro rata share of total debt		$	13,832,621			4.41%	$	4,325,811		3.21%	$	9,506,810		4.96%
							Senior Unsecured Notes					Unencumbered EBITDA
							Due 2019		Due 2022				3Q 2015
Settlement Date								6/16/2014		12/7/2011			Annualized
Principal Amount								$ 450,000		$ 400,000		New York	$	456,680
Issue Price								99.619%		99.546%		Washington, DC		161,528
Coupon								2.500%		5.000%		Other		32,868
Effective economic interest rate								2.581%		5.057%		Total	$	651,076
Ratings:
	Moody's							Baa2		Baa2
	S&P							BBB		BBB
	Fitch							BBB		BBB
Maturity Date / Put Date								6/30/2019		1/15/2022
Debt Covenant Ratios: (1)					Senior Unsecured Notes						Revolving Credit Facilities
							Actual
					Required		Due 2019		Due 2022		Required		Actual
Total Outstanding Debt / Total Assets (2)					Less than 65%			43%		43%	Less than 60%			31%
Secured Debt / Total Assets					Less than 50%			39%		39%	Less than 50%			28%
Interest Coverage Ratio (Annualized Combined
	EBITDA to Annualized Interest Expense)			Greater than 1.50				2.77		2.77				N/A
Fixed Charge Coverage								N/A		N/A	Greater than 1.40			2.50
Unencumbered Assets / Unsecured Debt				Greater than 150%				1138%		1138%				N/A
Unsecured Debt / Cap Value of Unencumbered Assets								N/A		N/A	Less than 60%			7%
Unencumbered Coverage Ratio								N/A		N/A	Greater than 1.50			16.10
(1)	Our debt covenant ratios are computed in accordance with the terms of our senior unsecured notes and revolving credit facilities, 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.
(2)	Total assets includes EBITDA capped at 7.5% under the senior unsecured notes and 6.0% under the revolving credit facilities.

- 19 -

 

DEBT MATURITIES
(unaudited and in thousands)
		Spread
	Maturity	over	Interest
Property	Date (1)	LIBOR	Rate	2015		2016		2017		2018		2019		Thereafter		Total
888 Seventh Avenue	01/16		5.71%	$	-	$	318,554	$	-	$	-	$	-	$	-	$	318,554
510 Fifth Avenue	01/16		5.60%		-		29,772		-		-		-		-		29,772
770 Broadway	03/16		5.65%		-		353,000		-		-		-		-		353,000
Bowen Building	06/16		6.14%		-		115,022		-		-		-		-		115,022
1730 M and 1150 17th Street	06/16	L+125	1.45%		-		43,581		-		-		-		-		43,581
The Mart	12/16		5.57%		-		550,000		-		-		-		-		550,000
350 Park Avenue	01/17		3.75%		-		-		290,690		-		-		-		290,690
2011 Crystal Drive	08/17		7.30%		-		-		76,666		-		-		-		76,666
220 20th Street	02/18		4.61%		-		-		-		70,335		-		-		70,335
$1.25 Billion unsecured revolving credit facility	06/18	L+115	-		-		-		-		-		-		-		-
828-850 Madison Avenue Retail Condominium	06/18		5.29%		-		-		-		80,000		-		-		80,000
33-00 Northern Boulevard	10/18		4.43%		-		-		-		62,000		-		-		62,000
Senior unsecured notes due 2019	06/19		2.50%		-		-		-		-		448,714		-		448,714
435 Seventh Avenue - retail	08/19	L+225	2.46%		-		-		-		-		98,000		-		98,000
$1.25 Billion unsecured revolving credit facility	11/19	L+105	-		-		-		-		-		-		-		-
4 Union Square South - retail	11/19	L+215	2.35%		-		-		-		-		118,510		-		118,510
2200 / 2300 Clarendon Boulevard (Courthouse Plaza)	05/20	L+160	1.80%		-		-		-		-		-		33,750		33,750
150 West 34th Street	06/20	L+225	2.46%		-		-		-		-		-		205,000		205,000
100 West 33rd Street - office and retail	07/20	L+165	1.85%		-		-		-		-		-		580,000		580,000
220 Central Park South	09/20	L+200	2.19%		-		-		-		-		-		950,000		950,000
Eleven Penn Plaza	12/20		3.95%		-		-		-		-		-		450,000		450,000
Borgata Land	02/21		5.14%		-		-		-		-		-		57,781		57,781
909 Third Avenue	05/21		3.91%		-		-		-		-		-		350,000		350,000
West End 25	06/21		4.88%		-		-		-		-		-		101,671		101,671
Universal Buildings	08/21	L+190	2.10%		-		-		-		-		-		185,000		185,000
555 California Street	09/21		5.10%		-		-		-		-		-		591,306		591,306
655 Fifth Avenue	10/21	L+140	1.60%		-		-		-		-		-		140,000		140,000
Two Penn Plaza	12/21	(2)	3.98%		-		-		-		-		-		575,000		575,000
Senior unsecured notes due 2022	01/22		5.00%		-		-		-		-		-		398,880		398,880
Skyline properties	02/22		2.97%		-		-		-		-		-		678,000		678,000
1290 Avenue of the Americas	11/22		3.34%		-		-		-		-		-		950,000		950,000
2121 Crystal Drive	03/23		5.51%		-		-		-		-		-		144,740		144,740
666 Fifth Avenue Retail Condominium	03/23		3.61%		-		-		-		-		-		390,000		390,000
2101 L Street	08/24		3.97%		-		-		-		-		-		146,911		146,911
See notes on the following page.

- 20 -

 

DEBT MATURITIES
(unaudited and in thousands)
			Spread
		Maturity	over	Interest
Property		Date (1)	LIBOR	Rate	2015		2016		2017		2018		2019		Thereafter		Total
1215 Clark Street, 200 12th Street &
	251 18th Street	01/25		7.94%	$	-	$	-	$	-	$	-	$	-	$	95,509	$	95,509
RiverHouse Apartments		04/25	L+128	1.48%		-		-		-		-		-		307,710		307,710
Other		Various		2.97%		-		-		-		-		-		19,071		19,071
Purchase accounting valuation adjustments		Various				-		-		-		(118)		-		1,952		1,834
Total					$	-	$	1,409,929	$	367,356	$	212,217	$	665,224	$	7,352,281	$	10,007,007
Weighted average rate						-		5.54%		4.49%		4.83%		2.47%		3.37%		3.69%
Fixed rate debt					$	-	$	1,366,348	$	367,356	$	212,217	$	448,714	$	4,794,230	$	7,188,865
Fixed weighted average rate expiring						-		5.67%		4.49%		4.83%		2.50%		4.10%		4.34%
Floating rate debt					$	-	$	43,581	$	-	$	-	$	216,510	$	2,558,051	$	2,818,142
Floating weighted average rate expiring						-		1.45%		-		-		2.40%		1.98%		2.01%
(1)	Represents the extended maturity for certain loans in which we have the unilateral right to extend.
(2)	Pursuant to an existing swap agreement, $418,000 of the loan bears interest at a fixed rate of 4.78% through March 2018, and the balance of $157,000 floats through March 2018. The entire $575,000 will float thereafter for the duration of the loan.

- 21 -

 

UNCONSOLIDATED JOINT VENTURES
(unaudited and in thousands)
						As of September 30, 2015
								Debt
				Percentage		Company's		Company's
		Asset		Ownership at		Carrying		Pro rata		100% of
Joint Venture Name		Category		September 30, 2015		Amount		Share		Joint Venture
PREIT Associates			REIT		8.1%	$	138,265	$	151,781	$	1,880,795
Alexander's, Inc.			Office/Retail		32.4%		131,395		343,572		1,060,408
India real estate ventures			Office/Land		4.1% to 36.5%		48,114		46,290		185,161
Urban Edge			REIT		5.4%		25,401		68,127		1,250,031
Toys			Retailer		32.5%		-		1,708,337		5,259,657
Partially owned office buildings:
	280 Park Avenue		Office		50.0%		320,170		362,423		724,846
	One Park Avenue		Office		55.0%		140,797		138,727		252,231
	650 Madison Avenue		Office/Retail		20.1%		124,535		161,024		800,000
	512 West 22nd Street		Office		55.0%		75,281		19,305		35,100
	Rosslyn Plaza	Office/Residential			43.7% to 50.4%		50,701		18,972		37,635
	West 57th Street properties		Office		50.0%		43,042		10,000		20,000
	666 Fifth Avenue Office Condominium		Office		49.5%		38,346		626,166		1,264,983
	330 Madison Avenue		Office		25.0%		29,604		37,500		150,000
	Warner Building		Office		55.0%		17,278		160,985		292,700
	Fairfax Square		Office		20.0%		5,824		18,000		90,000
	1101 17th Street		Office		55.0%		(3,061)		17,050		31,000
	825 Seventh Avenue		Office		50.0%		1,479		10,250		20,500
	Other partially owned office buildings		Office		Various		13,286		17,465		50,150
Other investments:
	Independence Plaza		Residential		50.1%		144,157		275,550		550,000
	Other investments		Various		Various		115,564		106,982		741,129
						$	1,460,178	$	4,298,506	$	14,696,326

- 22 -

 

UNCONSOLIDATED JOINT VENTURES
(unaudited and in thousands)
		Percentage		Our Share of Net (Loss) Income for the				Our Share of EBITDA for the
		Ownership at		Three Months Ended September 30,				Three Months Ended September 30,
		September 30, 2015		2015		2014		2015		2014
Joint Venture Name
New York:
	666 Fifth Avenue Office Condominium		49.5%	$	(9,476)	$	1,995	$	6,162	$	7,177
	650 Madison Avenue (retail under development)		20.1%		5,967		(422)		10,196		3,107
	Alexander's, Inc.		32.4%		5,716		5,552		10,502		10,387
	330 Madison Avenue		25.0%		1,542		1,658		2,448		2,551
	Independence Plaza		50.1%		(1,491)		(1,288)		4,996		5,045
	One Park Avenue		55.0%		952		631		3,911		4,449
	280 Park Avenue		50.0%		727		226		7,663		6,057
	825 Seventh Avenue		50.0%		669		733		825		859
	West 57th Street properties (partially under development)		50.0%		(63)		(3,073)		266		386
	Other		Various		(533)		(202)		895		815
					4,010		5,810		47,864		40,833
Washington, DC:
	Warner Building		55.0%		(1,712)		(1,411)		2,222		2,384
	Rosslyn Plaza		43.7% to 50.4%		(778)		(703)		1,088		1,040
	1101 17th Street		55.0%		299		315		748		634
	Fairfax Square		20.0%		(45)		(30)		411		542
	Other		Various		327		418		1,227		1,325
					(1,909)		(1,411)		5,696		5,925
Other:
	Alexander's corporate fee income		32.4%		1,828		1,640		1,828		1,640
	India real estate ventures		4.1% to 36.5%		(1,704)		(262)		13		2,650
	Urban Edge		5.4%		1,400		-		2,923		-
	Toys		32.5%		46		(18,418)		46		12,440
	Green Courte		8.3%		(1)		-		38		538
	Other		Various		(3,995)		(13,393)		8,124		(5,792)
					(2,426)		(30,433)		12,972		11,476
				$	(325)	$	(26,034)	$	66,532	$	58,234

- 23 -

 

UNCONSOLIDATED JOINT VENTURES
(unaudited and in thousands)
		Percentage		Our Share of Net (Loss) Income for the				Our Share of EBITDA for the
		Ownership at		Nine Months Ended September 30,				Nine Months Ended September 30,
		September 30, 2015		2015		2014		2015		2014
Joint Venture Name
New York:
	666 Fifth Avenue Office Condominium		49.5%	$	(27,370)	$	5,934	$	18,814	$	22,218
	Alexander's, Inc.		32.4%		16,757		15,583		31,150		31,088
	650 Madison Avenue (retail under development)		20.1%		9,940		(3,068)		21,722		9,300
	Independence Plaza		50.1%		(4,582)		(3,113)		14,921		15,679
	330 Madison Avenue		25.0%		4,560		4,677		7,527		7,218
	West 57th Street properties (partially under development)		50.0%		(2,379)		(10,650)		517		1,249
	One Park Avenue		55.0%		2,364		910		12,281		8,398
	825 Seventh Avenue		50.0%		2,088		6,409		2,515		2,489
	280 Park Avenue		50.0%		500		532		20,342		17,278
	Other		Various		(355)		(842)		3,072		2,171
					1,523		16,372		132,861		117,088
Washington, DC:
	Warner Building		55.0%		(5,401)		(4,359)		6,423		6,907
	1101 17th Street		55.0%		3,076		879		2,308		1,835
	Rosslyn Plaza		43.7% to 50.4%		(2,293)		(2,774)		3,340		3,519
	Fairfax Square		20.0%		(61)		86		1,291		1,789
	Other		Various		1,096		1,243		3,811		3,992
					(3,583)		(4,925)		17,173		18,042
Other:
	India real estate ventures		4.1% to 36.5%		(18,380)		(2,440)		(12,577)		4,573
	Alexander's corporate fee income		32.4%		5,801		4,888		5,801		4,888
	Green Courte		8.3%		4,515		-		5,126		1,606
	Urban Edge		5.4%		2,888		-		5,753		-
	Toys		32.5%		2,000		(74,162)		2,000		103,026
	Other		Various		(3,473)		(18,409)		20,621		4,512
					(6,649)		(90,123)		26,724		118,605
				$	(8,709)	$	(78,676)	$	176,758	$	253,735

- 24 -

 

SQUARE FOOTAGE in service
(unaudited and square feet in thousands)
				Owned by Company
			Total
			Portfolio	Total	Office	Retail	Showroom	Other
Segment:
	New York:
		Office	21,724	18,051	17,868	-	183	-
		Retail	2,550	2,370	-	2,370	-	-
		Alexander's (32.4% interest)	2,178	706	287	419	-	-
		Hotel Pennsylvania	1,400	1,400	-	-	-	1,400
		Residential (1,653 units)	1,521	761	-	-	-	761
			29,373	23,288	18,155	2,789	183	2,161
	Washington, DC:
		Office, excluding the Skyline properties	13,148	10,782	10,004	778	-	-
		Skyline properties	2,648	2,648	2,593	55	-	-
		Total Office	15,796	13,430	12,597	833	-	-
		Residential (2,414 units)	2,597	2,455	-	-	-	2,455
		Other	555	555	-	9	-	546
			18,948	16,440	12,597	842	-	3,001
	Other:
		The Mart	3,637	3,628	1,895	100	1,633	-
		555 California Street (70% interest)	1,800	1,260	1,167	93	-	-
		Other	751	751	-	751	-	-
			6,188	5,639	3,062	944	1,633	-
Total square feet at September 30, 2015			54,509	45,367	33,814	4,575	1,816	5,162
Total square feet at June 30, 2015			54,046	44,649	33,384	4,288	1,986	4,991
					Number of	Number of
Parking Garages (not included above):				Square Feet	Garages	Spaces
	New York			1,702	11	4,980
	Washington, DC			8,824	55	29,322
	The Mart			558	4	1,664
	555 California Street			168	1	453
	Total at September 30, 2015			11,252	71	36,419

- 25 -

 

TOP 30 TENANTS
(unaudited)
			2015
			Annualized		% of 2015
	Square		Revenues		Annualized
Tenants	Footage		(in thousands)		Revenues
U.S. Government		4,501,775	$	157,646		6.3%
IPG and affiliates		829,325		48,487		1.9%
AXA Equitable Life Insurance		480,920		41,387		1.6%
Macy's		665,433		36,668		1.5%
Amazon.com		470,143		32,173		1.3%
Neuberger Berman Group LLC		411,894		31,066		1.2%
Bank of America		413,463		28,351		1.1%
J. Crew		389,968		28,089		1.1%
Ziff Brothers Investments, Inc.		287,030		27,697		1.1%
McGraw-Hill Companies, Inc.		479,557		27,411		1.1%
Madison Square Garden		393,299		24,450		1.0%
Facebook		275,635		22,830		0.9%
Topshop		94,349		21,495		0.9%
Fast Retailing (Uniqlo)		90,732		20,911		0.8%
The City of New York		523,105		20,423		0.8%
Motorola Mobility (guaranteed by Google)		607,872		20,386		0.8%
AOL		234,515		20,143		0.8%
Forever 21		127,779		19,850		0.8%
AMC Networks, Inc.		290,030		18,993		0.8%
Hollister		21,741		17,901		0.7%
JCPenney		154,038		17,511		0.7%
Bryan Cave LLP		213,946		16,585		0.7%
Family Health International		340,605		15,788		0.6%
Cushman & Wakefield		166,287		15,266		0.6%
Lockheed Martin		312,754		14,141		0.6%
New York & Company, Inc.		197,154		12,890		0.5%
Sears Holding Company (Kmart Corporation and Sears Corporation)		286,705		12,550		0.5%
Information Builders, Inc.		243,486		11,894		0.5%
Hennes & Mauritz		42,769		11,833		0.5%
Fitzpatrick Cella Harper		130,424		11,427		0.5%

- 26 -

 

LEASE EXPIRATIONS
NEW YORK SEGMENT
(unaudited)
			Our share of
				Square Feet		Weighted Average Annual				Percentage of
		Year of Lease		of Expiring		Rent of Expiring Leases				Annualized
		Expiration		Leases		Total		Per Sq. Ft.		Escalated Rent
	Office:	Month to Month			34,000	$	1,781,000	$	52.38		0.2%
		Fourth Quarter 2015			74,000		4,963,000		67.07		0.5%
		First Quarter 2016			118,000		6,696,000		56.75		0.6%
		Second Quarter 2016			152,000		9,495,000		62.47		0.9%
		Third Quarter 2016			308,000		20,795,000		67.52		1.9%
		Fourth Quarter 2016			294,000		22,402,000		76.20		2.1%
		Total 2016			872,000		59,388,000		67.07		7.7%
		2017			1,012,000		60,125,000		59.41		5.5%
		2018			1,031,000		78,692,000		76.33		7.2%
		2019			982,000		68,397,000		69.65		6.3%
		2020			1,554,000		93,654,000		60.27		8.6%
		2021			1,247,000		80,426,000		64.50		7.4%
		2022			522,000		30,841,000		59.08		2.8%
		2023			1,638,000		117,720,000		71.87		10.8%
		2024			1,214,000		91,634,000		75.48		8.4%
	Retail:	Month to Month			12,000	$	1,433,000	$	119.42		0.4%
		Fourth Quarter 2015			12,000		1,705,000		142.08		0.4%
		First Quarter 2016			21,000		3,435,000		163.57		0.9%
		Second Quarter 2016			7,000		3,512,000		501.71		0.9%
		Third Quarter 2016			8,000		816,000		102.00		0.2%
		Fourth Quarter 2016			23,000		9,089,000		395.17		2.3%
		Total 2016			59,000		16,852,000		285.63		4.2%
		2017			16,000		4,159,000		259.94		1.0%
		2018			158,000		39,148,000		247.77		9.7%
		2019			181,000		32,101,000		177.35		8.0%
		2020			65,000		10,536,000		162.09		2.6%
		2021			38,000		7,500,000		197.37		1.9%
		2022			35,000		4,179,000		119.40		1.0%
		2023			81,000		19,261,000		237.79		4.8%
		2024			172,000		59,459,000		345.69		14.8%

- 27 -

 

LEASE EXPIRATIONS
WASHINGTON, DC SEGMENT
(unaudited)
			Our share of
				Square Feet		Weighted Average Annual				Percentage of
		Year of Lease		of Expiring		Rent of Expiring Leases				Annualized
		Expiration		Leases		Total		Per Sq. Ft.		Escalated Rent
	Office:	Month to Month			225,000	$	7,261,000	$	32.32		1.7%
		Fourth Quarter 2015			519,000		19,422,000		37.42		4.4%
		First Quarter 2016			679,000		26,504,000		39.02		6.0%
		Second Quarter 2016			196,000		8,493,000		43.35		1.9%
		Third Quarter 2016			244,000		11,672,000		47.84		2.7%
		Fourth Quarter 2016			255,000		12,628,000		49.63		2.9%
		Total 2016			1,374,000		59,297,000		43.17		13.5%
		2017			622,000		25,963,000		41.75		5.9%
		2018			1,040,000		46,099,000		44.32		10.5%
		2019			1,519,000		64,595,000		42.54		14.7%
		2020			930,000		44,007,000		47.31		10.0%
		2021			648,000		29,099,000		44.89		6.6%
		2022			937,000		41,370,000		44.16		9.4%
		2023			178,000		8,351,000		46.87		1.9%
		2024			448,000		17,842,000		39.79		4.1%

- 28 -

 

LEASING ACTIVITY
(unaudited)
The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
(square feet in thousands)					New York				Washington, DC
					Office		Retail		Office
Quarter Ended September 30, 2015
	Total square feet leased					509		45		414
	Our share of square feet leased:					371		45		405
		Initial rent (1)			$	79.80	$	707.96	$	45.46
		Weighted average lease term (years)				5.7		15.2		5.9
		Second generation relet space:
			Square feet			334		44		331
			Cash basis:
				Initial rent (1)	$	78.61	$	722.36	$	46.32
				Prior escalated rent	$	63.04	$	321.63	$	48.57
				Percentage increase (decrease)		24.7%		124.6%		(4.6%)
			GAAP basis:
				Straight-line rent (2)	$	77.76	$	783.69	$	43.03
				Prior straight-line rent	$	62.00	$	274.10	$	46.56
				Percentage increase (decrease)		25.4%		185.9%		(7.6%)
		Tenant improvements and leasing commissions:
			Per square foot		$	42.07	$	777.37	$	36.10
			Per square foot per annum		$	7.38	$	51.14	$	6.12
				Percentage of initial rent		9.2%		7.2%		13.5%
Nine Months Ended September 30, 2015
	Total square feet leased					1,666		88		1,579
	Our share of square feet leased:					1,282		79		1,492
		Initial rent (1)			$	80.09	$	907.45	$	39.31
		Weighted average lease term (years)				8.7		14.1		9.0
		Second generation relet space:
			Square feet			854		71		1,038
			Cash basis:
				Initial rent (1)	$	80.64	$	895.79	$	38.91	(3)
				Prior escalated rent	$	68.56	$	336.95	$	43.63	(3)
				Percentage increase (decrease)		17.6%		165.9%		(10.8%)	(3)
			GAAP basis:
				Straight-line rent (2)	$	78.58	$	1,051.09	$	36.45	(3)
				Prior straight-line rent	$	64.70	$	514.67	$	41.02	(3)
				Percentage increase (decrease)		21.5%		104.2%		(11.1%)	(3)
		Tenant improvements and leasing commissions:
			Per square foot		$	69.06	$	712.66	$	60.08
			Per square foot per annum		$	7.94	$	50.54	$	6.68
				Percentage of initial rent		9.9%		5.6%		17.0%
See notes on the following page.

- 29 -

 

LEASING ACTIVITY
(unaudited)
(square feet in thousands)					New York				Washington, DC
					Office		Retail		Office
Year Ended December 31, 2014
	Total square feet leased					3,973		119		1,817
	Our share of square feet leased:					3,416		114		1,674
		Initial rent (1)			$	66.78	$	327.38	$	38.57
		Weighted average lease term (years)				11.3		11.2		8.2
		Second generation relet space:
			Square feet			2,550		92		1,121
			Cash basis:
				Initial rent (1)	$	68.18	$	289.74	$	38.57
				Prior escalated rent	$	60.50	$	206.62	$	41.37
				Percentage increase (decrease)		12.7%		40.2%		(6.8%)
			GAAP basis:
				Straight-line rent (2)	$	67.44	$	331.33	$	36.97
				Prior straight-line rent	$	56.76	$	204.15	$	38.25
				Percentage increase (decrease)		18.8%		62.3%		(3.3%)
		Tenant improvements and leasing commissions:
			Per square foot		$	75.89	$	110.60	$	46.77
				Per square foot per annum	$	6.72	$	9.88	$	5.70
				Percentage of initial rent		10.1%		3.0%		14.8%
(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)	Excluding 371 square feet of leasing activity with the U.S. Marshals Service (of which 293 square feet are second generation relet space), the initial rent and prior escalated rent on a cash basis was $41.63 and $43.45 per square foot, respectively (4.2% decrease), and the initial rent and prior escalated rent on a GAAP basis was $39.00 and $41.34 per square foot, respectively (5.7% decrease).

- 30 -

 

OCCUPANCY, SAME STORE EBITDA AND RESIDENTIAL STATISTICS
(unaudited)
Occupancy and Same Store EBITDA:
						New York	Washington, DC (1)
Occupancy rate at:
	September 30, 2015					96.2%	84.7%
	June 30, 2015					96.5%	84.8%
	December 31, 2014					96.9%	83.6%
	September 30, 2014					96.7%	83.2%
Same store EBITDA % increase (decrease):
	Three months ended September 30, 2015 vs. September 30, 2014					1.4%  (2)	(4.5%)
	Nine months ended September 30, 2015 vs. September 30, 2014					2.0%  (3)	(1.4%)
	Three months ended September 30, 2015 vs. June 30, 2015					(0.9%) (4)	(5.4%)
Cash basis same store EBITDA % (decrease) increase:
	Three months ended September 30, 2015 vs. September 30, 2014					(0.3%) (2)	(9.4%)
	Nine months ended September 30, 2015 vs. September 30, 2014					2.4%  (3)	(6.8%)
	Three months ended September 30, 2015 vs. June 30, 2015					(3.5%) (4)	(7.2%)
(1)	The total office occupancy rates for the Washington, DC segment were as follows:
		September 30, 2015	82.2%
		June 30, 2015	82.4%
		December 31, 2014	80.7%
		September 30, 2014	80.2%
(2)	Excluding Hotel Pennsylvania, same store EBITDA increased by 2.2% and by 0.5% on a cash basis.
(3)	Excluding Hotel Pennsylvania, same store EBITDA increased by 2.7% and by 3.1% on a cash basis.
(4)	Excluding Hotel Pennsylvania, same store EBITDA decreased by 0.4% and by 3.0% on a cash basis.
Residential Statistics:
					Average Monthly
			Number of Units	Occupancy Rate	Rent Per Unit
	New York:
		September 30, 2015	1,653	94.7%	$	3,318
		June 30, 2015	1,654	96.1%	$	3,289
		December 31, 2014	1,654	95.7%	$	3,163
		September 30, 2014	1,655	94.7%	$	3,074
	Washington, DC:
		September 30, 2015	2,414	95.3%	$	2,105
		June 30, 2015	2,414	95.4%	$	2,107
		December 31, 2014	2,414	97.4%	$	2,078
		September 30, 2014	2,414	97.0%	$	2,102

- 31 -

 

CAPITAL EXPENDITURES,
TENANT IMPROVEMENTS AND LEASING COMMISSIONS
CONSOLIDATED
(unaudited and in thousands)
		Nine Months Ended		Year Ended December 31,
		September 30, 2015		2014		2013
Capital expenditures (accrual basis):
Expenditures to maintain assets		$	76,461	$	107,728	$	73,130
Tenant improvements			128,271		205,037		120,139
Leasing commissions			40,661		79,636		51,476
Non-recurring capital expenditures			101,517		122,330		49,441
Total capital expenditures and leasing commissions (accrual basis)			346,910		514,731		294,186
Adjustments to reconcile to cash basis:
	Expenditures in the current year applicable to prior periods		100,704		140,490		155,035
	Expenditures to be made in future periods for the current period		(196,872)		(313,746)		(150,067)
Total capital expenditures and leasing commissions (cash basis)		$	250,742	$	341,475	$	299,154
Our share of square feet leased			2,853		5,204		3,537
Tenant improvements and leasing commissions per square foot per annum		$	9.13	$	6.53	$	5.55
Percentage of initial rent			11.2%		10.3%		9.3%
Development and redevelopment expenditures:
	220 Central Park South	$	98,680	$	78,059	$	243,687
	The Bartlett		72,309		38,163		6,289
	330 West 34th Street		25,707		41,592		6,832
	90 Park Avenue		20,430		8,910		-
	Marriott Marquis Times Square - retail and signage		19,069		112,390		40,356
	Wayne Towne Center		17,827		19,740		4,927
	2221 South Clark Street (residential conversion)		14,478		3,481		283
	640 Fifth Avenue		11,603		440		-
	Penn Plaza		11,003		4,009		731
	251 18th Street		4,863		4,866		1,430
	S. Clark Street/12th Street		3,120		2,787		5,104
	608 Fifth Avenue		2,527		20,377		3,492
	7 West 34th Street		1,460		11,555		-
	Other		36,510		197,818		156,286
		$	339,586	$	544,187	$	469,417

- 32 -

 

CAPITAL EXPENDITURES,
TENANT IMPROVEMENTS AND LEASING COMMISSIONS
NEW YORK SEGMENT
(unaudited and in thousands)
		Nine Months Ended		Year Ended December 31,
		September 30, 2015		2014		2013
Capital expenditures (accrual basis):
Expenditures to maintain assets		$	41,796	$	48,518	$	34,553
Tenant improvements			50,702		143,007		87,275
Leasing commissions			26,909		66,369		39,348
Non-recurring capital expenditures			67,623		64,423		11,579
Total capital expenditures and leasing commissions (accrual basis)			187,030		322,317		172,755
Adjustments to reconcile to cash basis:
	Expenditures in the current year applicable to prior periods		50,013		67,577		56,345
	Expenditures to be made in future periods for the current period		(99,269)		(205,258)		(91,107)
Total capital expenditures and leasing commissions (cash basis)		$	137,774	$	184,636	$	137,993
Our share of square feet leased			1,361		3,530		2,145
Tenant improvements and leasing commissions per square foot per annum		$	11.81	$	6.82	$	5.89
Percentage of initial rent			9.2%		9.1%		8.1%
Development and redevelopment expenditures:
	330 West 34th Street	$	25,707	$	41,592	$	6,832
	90 Park Avenue		20,430		8,910		-
	Marriott Marquis Times Square - retail and signage		19,069		112,390		40,356
	640 Fifth Avenue		11,603		440		-
	Penn Plaza		11,003		4,009		731
	608 Fifth Avenue		2,527		20,377		3,492
	7 West 34th Street		1,460		11,555		-
	Other		3,472		14,533		34,574
		$	95,271	$	213,806	$	85,985

- 33 -

 

CAPITAL EXPENDITURES,
TENANT IMPROVEMENTS AND LEASING COMMISSIONS
WASHINGTON, DC SEGMENT
(unaudited and in thousands)
		Nine Months Ended		Year Ended December 31,
		September 30, 2015		2014		2013
Capital expenditures (accrual basis):
Expenditures to maintain assets		$	14,722	$	23,425	$	22,165
Tenant improvements			45,837		37,842		6,976
Leasing commissions			5,792		5,857		4,389
Non-recurring capital expenditures			32,762		37,798		37,342
Total capital expenditures and leasing commissions (accrual basis)			99,113		104,922		70,872
Adjustments to reconcile to cash basis:
	Expenditures in the current year applicable to prior periods		27,029		45,084		26,075
	Expenditures to be made in future periods for the current period		(70,128)		(63,283)		(36,702)
Total capital expenditures and leasing commissions (cash basis)		$	56,014	$	86,723	$	60,245
Our share of square feet leased			1,492		1,674		1,392
Tenant improvements and leasing commissions per square foot per annum		$	6.68	$	5.70	$	4.75
Percentage of initial rent			17.0%		14.8%		11.9%
Development and redevelopment expenditures:
	The Bartlett	$	72,309	$	38,163	$	6,289
	2221 South Clark Street (residential conversion)		14,478		3,481		283
	251 18th Street		4,863		4,866		1,430
	S. Clark Street/12th Street		3,120		2,787		5,104
	Other		17,969		34,348		28,595
		$	112,739	$	83,645	$	41,701

- 34 -

 

CAPITAL EXPENDITURES,
TENANT IMPROVEMENTS AND LEASING COMMISSIONS
OTHER
(unaudited and in thousands)
		Nine Months Ended		Year Ended December 31,
		September 30, 2015		2014		2013
Capital expenditures (accrual basis):
Expenditures to maintain assets		$	19,943	$	35,785	$	16,412
Tenant improvements			31,732		24,188		25,888
Leasing commissions			7,960		7,410		7,739
Non-recurring capital expenditures			1,132		20,109		520
Total capital expenditures and leasing commissions (accrual basis)			60,767		87,492		50,559
Adjustments to reconcile to cash basis:
	Expenditures in the current year applicable to prior periods		23,662		27,829		72,615
	Expenditures to be made in future periods for the current period		(27,475)		(45,205)		(22,258)
Total capital expenditures and leasing commissions (cash basis)		$	56,954	$	70,116	$	100,916
Development and redevelopment expenditures:
	220 Central Park South	$	98,680	$	78,059	$	243,687
	Wayne Towne Center		17,827		19,740		4,927
	Other		15,069		148,937		93,117
		$	131,576	$	246,736	$	341,731

- 35 -

 

DEVELOPMENT COSTS AND CONSTRUCTION IN PROGRESS
(unaudited and in thousands, except square feet)
		Zoning Square Feet
			At September 30, 2015
Development Projects			Total		Development Costs Expended		Land and Acquisition Costs
New York:
	220 Central Park South - Residential Condominiums	472,000	$	734,437	$	238,047	$	496,390
	1535 Broadway - Marriott Marquis - Retail	109,000		195,173		73,944		121,229
	Other			132,203		132,203		-
Total New York				1,061,813		444,194		617,619
Washington, DC:
	The Bartlett - Rental Residential / Retail	618,000		186,796		145,496		41,300
	Other			136,600		136,600		-
Total Washington, DC				323,396		282,096		41,300
Other Projects				4,262		4,262		-
Total Amount on the Balance Sheet			$	1,389,471	$	730,552	$	658,919
		Zoning Square Feet		Total
Undeveloped Land
Metropolitan Park 6, 7 & 8 - Rental Residential (1,403 Units) / Retail		1,144,000	$	85,066
PenPlace - Office / Hotel (300 Units)		1,381,000		71,283
1900 Crystal Drive		712,000		35,924
29, 31, 33 West 57th Street		150,000		35,818
Square 649		675,000		19,828
223 23rd Street - Office / Rental Residential (353 Units)		937,000		16,361
527 West Kinzie		330,000		5,187
Total			$	269,467

- 36 -

 

NEW YORK SEGMENT
PROPERTY TABLE
					Weighted		Square Feet
					Average				Under Development
			%	%	Annual Rent		Total		or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)		Major Tenants
NEW YORK:
Penn Plaza:
One Penn Plaza												Cisco, MWB Leasing, Parsons Brinkerhoff, Symantec Corporation,
	(ground leased through 2098)											United Health Care, United States Customs Department,
		-Office	100.0%	97.8%	$	59.06	2,255,000	2,255,000	-			URS Corporation Group Consulting, Lion Resources
		-Retail	100.0%	98.6%		122.30	270,000	270,000	-			Bank of America, Kmart Corporation
			100.0%	97.9%		65.82	2,525,000	2,525,000	-	$	-
Two Penn Plaza												EMC, Forest Electric, Information Builders, Inc.,
		-Office	100.0%	100.0%		55.72	1,581,000	1,581,000	-			Madison Square Garden, McGraw-Hill Companies, Inc.
		-Retail	100.0%	38.3%		192.39	50,000	50,000	-			Chase Manhattan Bank
			100.0%	98.1%		59.91	1,631,000	1,631,000	-		575,000
Eleven Penn Plaza
		-Office	100.0%	99.6%		58.58	1,133,000	1,133,000	-			Macy's, Madison Square Garden, AMC Networks, Inc.
		-Retail	100.0%	69.5%		227.95	18,000	18,000	-			PNC Bank National Association
			100.0%	99.1%		61.23	1,151,000	1,151,000	-		450,000
100 West 33rd Street
		-Office	100.0%	100.0%		57.95	851,000	851,000	-		398,402	IPG and affiliates, Rocket Fuel
Manhattan Mall
		-Retail	100.0%	87.9%		138.17	256,000	256,000	-		181,598	JCPenney, Aeropostale, Express
330 West 34th Street
	(ground leased through 2148 -
	34.8% ownership interest in the land)											New York & Company, Inc.,
		-Office	100.0%	100.0%		57.92	698,000	520,000	178,000			Deutsch, Inc., Yodle, Inc., Footlocker (lease not yet commenced)
		-Retail	100.0%	-		-	19,000	-	19,000
			100.0%	100.0%		57.92	717,000	520,000	197,000		50,150
435 Seventh Avenue
		-Retail	100.0%	100.0%		276.67	43,000	43,000	-		98,000	Hennes & Mauritz
7 West 34th Street
		-Office	100.0%	100.0%		62.84	456,000	456,000	-			Amazon
		-Retail	100.0%	100.0%		306.71	21,000	21,000	-			Mango NY Inc., Amazon (lease not yet commenced)
			100.0%	100.0%		73.57	477,000	477,000	-		-
484 Eighth Avenue
		-Retail	100.0%	-		-	16,000	-	16,000		-
431 Seventh Avenue
		-Retail	100.0%	100.0%		248.55	10,000	10,000	-		-
488 Eighth Avenue
		-Retail	100.0%	100.0%		75.66	6,000	6,000	-		-
267 West 34th Street
		-Retail	100.0%	100.0%		166.55	6,000	6,000	-		-
150 West 34th Street
		-Retail	100.0%	100.0%		68.66	78,000	78,000	-		205,000	Old Navy

- 37 -

 

NEW YORK SEGMENT
PROPERTY TABLE
					Weighted			Square Feet
					Average					Under Development
			%	%	Annual Rent			Total		or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)			Property	In Service	for Lease	(in thousands)		Major Tenants
NEW YORK (Continued):
Penn Plaza (Continued):
137 West 33rd Street
		-Retail	100.0%	100.0%	$	91.21		3,000	3,000	-	$	-
138-142 West 32nd Street
		-Retail	100.0%	85.4%		91.56		8,000	8,000	-		-
265 West 34th Street
		-Retail	100.0%	100.0%		595.49		3,000	3,000	-		-
	Total Penn Plaza							7,781,000	7,568,000	213,000		1,958,150
Midtown East:
909 Third Avenue													IPG and affiliates, Forest Laboratories, Geller & Company,
	(ground leased through 2063)												Morrison Cohen LLP, Robeco USA Inc.,
		-Office	100.0%	100.0%		58.49	(2)	1,343,000	1,343,000	-		350,000	United States Post Office, The Procter & Gamble Distributing LLC
150 East 58th Street													Castle Harlan, Tournesol Realty LLC. (Peter Marino),
		-Office	100.0%	98.2%		69.50		541,000	541,000	-			Various showroom tenants
		-Retail	100.0%	100.0%		172.99		2,000	2,000	-
			100.0%	98.2%		69.88		543,000	543,000	-		-
715 Lexington
		-Retail	100.0%	100.0%		263.74		23,000	23,000	-		-	New York & Company, Inc., Zales
966 Third Avenue
		-Retail	100.0%	100.0%		89.16		7,000	7,000	-		-	McDonald's
968 Third Avenue
		-Retail	50.0%	100.0%		258.57		6,000	6,000	-		-	Capital One Financial Corporation
	Total Midtown East							1,922,000	1,922,000	-		350,000
Midtown West:
888 Seventh Avenue													TPG-Axon Capital, Lone Star US Acquisitions LLC,
	(ground leased through 2067)												Pershing Square Capital Management,
		-Office	100.0%	90.0%		87.49		867,000	867,000	-			Vornado Executive Headquarters
		-Retail	100.0%	100.0%		244.07		15,000	15,000	-			Redeye Grill L.P.
			100.0%	90.2%		90.15		882,000	882,000	-		318,554
57th Street - 2 buildings
		-Office	50.0%	99.2%		55.17		81,000	81,000	-		20,000	Various
		-Retail	50.0%	100.0%		122.20		22,000	22,000	-		-
			50.0%	99.4%		69.49		103,000	103,000	-		20,000
825 Seventh Avenue
		-Office	50.0%	100.0%		74.64		165,000	165,000	-		20,500	Young & Rubicam
		-Retail	100.0%	100.0%		267.77		4,000	4,000	-		-	Lindy's
				100.0%		79.21		169,000	169,000	-		20,500
	Total Midtown West							1,154,000	1,154,000	-		359,054

- 38 -

 

NEW YORK SEGMENT
PROPERTY TABLE
					Weighted		Square Feet
					Average				Under Development
			%	%	Annual Rent		Total		or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)		Major Tenants
NEW YORK (Continued):
Park Avenue:
280 Park Avenue												Cohen & Steers Inc., GIC Inc,
												Franklin Templeton Co. LLC (lease not commenced),
		-Office	50.0%	100.0%	$	96.65	1,217,000	1,092,000	125,000			New Advisory L.P., Investcorp International Inc.
		-Retail	50.0%	100.0%		218.22	26,000	4,000	22,000			Scottrade Inc., Starbucks
			50.0%	100.0%		99.19	1,243,000	1,096,000	147,000	$	724,846
350 Park Avenue												Kissinger Associates Inc., Ziff Brothers Investment Inc.,
		-Office	100.0%	99.2%		95.99	553,000	553,000	-			MFA Financial Inc., M&T Bank
		-Retail	100.0%	100.0%		207.17	17,000	17,000	-			Fidelity Investment, AT&T Wireless, Valley National Bank
			100.0%	99.3%		99.31	570,000	570,000	-		290,690
	Total Park Avenue						1,813,000	1,666,000	147,000		1,015,536
Grand Central:
90 Park Avenue												Alston & Bird, Amster, Rothstein & Ebenstein,
		-Office	100.0%	75.1%		69.77	921,000	921,000	-			Capital One, Factset Research Systems Inc., Foley & Lardner
		-Retail	100.0%	100.0%		116.84	25,000	25,000	-			Citibank
				75.8%		71.02	946,000	946,000	-		-
330 Madison Avenue												Guggenheim Partners LLC, HSBC Bank AFS,
		-Office	25.0%	97.0%		69.77	809,000	809,000	-			Jones Lang LaSalle Inc., Wells Fargo, American Century
		-Retail	25.0%	100.0%		283.46	33,000	33,000	-			Ann Taylor Retail Inc., Citibank
			25.0%	97.1%		78.15	842,000	842,000	-		150,000
510 Fifth Avenue
		-Retail	100.0%	90.6%		150.68	65,000	65,000	-		29,772	Joe Fresh
	Total Grand Central						1,853,000	1,853,000	-		179,772

- 39 -

 

NEW YORK SEGMENT
PROPERTY TABLE
					Weighted		Square Feet
					Average					Under Development
			%	%	Annual Rent		Total			or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)		Property		In Service	for Lease	(in thousands)		Major Tenants
NEW YORK (Continued):
Madison/Fifth:
640 Fifth Avenue													Fidelity Investments, Owl Creek Asset Management LP,
		-Office	100.0%	92.5%	$	89.93	266,000		266,000	-			Stifel Financial Corp., GCA Savvian Inc
		-Retail	100.0%	88.8%		769.59	69,000		69,000	-			Victoria's Secret (lease not yet commenced)
			100.0%	91.7%		229.92	335,000		335,000	-	$	-
666 Fifth Avenue													Fulbright & Jaworski, Colliers International NY LLC,
		-Office (Office Condo)	49.5%	75.4%		76.19	1,370,000		1,370,000	-		1,264,983	Integrated Holding Group, Vinson & Elkins LLP
		-Retail (Office Condo)	49.5%	100.0%		170.48	45,000		45,000	-		-	HSBC Bank USA, Citibank
		-Retail (Retail Condo)	100.0%	100.0%		380.71	114,000	(3)	114,000	-		390,000	Uniqlo, Hollister, Swatch
				78.0%		101.67	1,529,000		1,529,000	-		1,654,983
595 Madison Avenue													Beauvais Carpets, Levin Capital Strategies LP,
		-Office	100.0%	97.5%		76.72	292,000		292,000	-			Cosmetech Mably Int'l LLC.
		-Retail	100.0%	100.0%		785.11	30,000		30,000	-			Coach, Prada
			100.0%	97.7%		142.72	322,000		322,000	-		-
650 Madison Avenue													Memorial Sloan Kettering Cancer Center, Polo Ralph Lauren,
		-Office	20.1%	87.2%		107.46	524,000		524,000	-			Willett Advisors LLC
		-Retail	20.1%	100.0%		739.87	71,000		32,000	39,000			Bottega Veneta Inc., Moncler USA Inc. (lease not yet commenced)
			20.1%	88.7%		182.92	595,000		556,000	39,000		800,000
689 Fifth Avenue
		-Office	100.0%	94.6%		74.81	82,000		82,000	-			Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
		-Retail	100.0%	100.0%		764.73	18,000		18,000	-			MAC Cosmetics, Massimo Dutti
			100.0%	95.6%		199.00	100,000		100,000	-		-
655 Fifth Avenue
		-Retail	92.5%	100.0%		209.68	57,000		57,000	-		140,000	Ferragamo
697-703 Fifth Avenue (St. Regis)													Swatch (lease not yet commenced),
		-Retail	74.3%	100.0%		2,407.54	26,000		26,000	-		-	Harry Winston (lease not yet commenced)
	Total Madison/Fifth						2,964,000		2,925,000	39,000		2,594,983
Midtown South:
770 Broadway
		-Office	100.0%	100.0%		72.23	988,000		988,000	-			AOL, J. Crew, Facebook, Structure Tone
		-Retail	100.0%	100.0%		51.37	168,000		168,000	-			Ann Taylor Retail Inc., Bank of America, Kmart Corporation
			100.0%	100.0%		69.20	1,156,000		1,156,000	-		353,000
One Park Avenue													New York University, Clarins USA Inc.,
		-Office	55.0%	96.5%		46.37	868,000		868,000	-			Public Service Mutual Insurance
		-Retail	55.0%	100.0%		61.80	79,000		79,000	-			Bank of Baroda, Citibank, Equinox, Men's Wearhouse
			55.0%	96.8%		47.66	947,000		947,000	-		252,231
4 Union Square South
		-Retail	100.0%	100.0%		97.37	206,000		206,000	-		118,510	Burlington Coat Factory, Whole Foods Market, DSW, Forever 21
692 Broadway
		-Retail	100.0%	100.0%		72.12	35,000		35,000	-		-	Equinox, Major League Baseball
	Total Midtown South						2,344,000		2,344,000	-		723,741

- 40 -

 

NEW YORK SEGMENT
PROPERTY TABLE
					Weighted		Square Feet
					Average				Under Development
			%	%	Annual Rent		Total		or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)		Major Tenants
NEW YORK (Continued):
Rockefeller Center:
1290 Avenue of the Americas												AXA Equitable Life Insurance, Hachette Book Group Inc.,
												Bryan Cave LLP, Neuberger Berman Group LLC, SSB Realty LLC,
												Cushman & Wakefield, Fitzpatrick,
		-Office	70.0%	99.3%	$	76.77	2,029,000	2,029,000	-			Cella, Harper & Scinto, Columbia University
		-Retail	70.0%	100.0%		166.17	78,000	78,000	-			Duane Reade, JPMorgan Chase Bank, Sovereign Bank
			70.0%	99.3%		80.08	2,107,000	2,107,000	-	$	950,000
608 Fifth Avenue (ground leased through 2033)
		-Office	100.0%	95.3%		59.19	87,000	87,000	-
		-Retail	100.0%	100.0%		425.20	44,000	44,000	-			Topshop
			100.0%	96.9%		182.12	131,000	131,000	-		-
	Total Rockefeller Center						2,238,000	2,238,000	-		950,000
Wall Street/Downtown:
20 Broad Street (ground leased through 2081)
		-Office	100.0%	97.3%		60.38	473,000	473,000	-		-
40 Fulton Street
		-Office	100.0%	94.5%		38.90	245,000	245,000	-			Market News International Inc., Sapient Corp.
		-Retail	100.0%	100.0%		111.63	5,000	5,000	-			TD Bank
			100.0%	94.6%		40.35	250,000	250,000	-		-
	Total Wall Street/Downtown						723,000	723,000	-		-
Soho:
478-486 Broadway - 2 buildings
		-Retail	100.0%	100.0%		161.26	85,000	85,000	-		-	Topshop, Madewell, J. Crew
443 Broadway
		-Retail	100.0%	100.0%		128.80	16,000	16,000	-		-	Necessary Clothing
304 Canal Street
		-Retail	100.0%	-		-	14,000	-	14,000		-
334 Canal Street
		-Retail	100.0%	-		-	15,000	11,000	4,000		-
155 Spring Street
		-Retail	100.0%	98.5%		82.80	49,000	49,000	-		-	Sigrid Olsen
148 Spring Street
		-Retail	100.0%	100.0%		138.36	7,000	7,000	-		-
150 Spring Street
		-Retail	100.0%	100.0%		253.97	7,000	7,000	-		-	Sandro
	Total Soho						193,000	175,000	18,000		-

- 41 -

 

NEW YORK SEGMENT
PROPERTY TABLE
						Weighted		Square Feet
						Average				Under Development
			%		%	Annual Rent		Total		or Not Available	Encumbrances
Property			Ownership		Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)			Major Tenants
NEW YORK (Continued):
Times Square:
1540 Broadway														Forever 21, Planet Hollywood, Disney, Sunglass Hut,
		-Retail	100.0%		100.0%	$	225.69	160,000	160,000	-	$	-		MAC Cosmetics, U.S. Polo
1535 Broadway (Marriott Marquis - retail and signage)
	(ground and building leased through 2032)
		-Retail	100.0%		100.0%		2,102.54	46,000	10,000	36,000				T-Mobile, Invicta, Swatch
		-Theatre	100.0%		100.0%		13.05	62,000	62,000	-				Nederlander-Marquis Theatre
					100.0%		244.30	108,000	72,000	36,000		-
	Total Times Square							268,000	232,000	36,000		-
Upper East Side:
828-850 Madison Avenue
		-Retail	100.0%		100.0%		589.69	18,000	18,000	-		80,000		Gucci, Chloe, Cartier, Cho Cheng, Christofle Silver Inc.
677-679 Madison Avenue
		-Retail	100.0%		100.0%		455.19	8,000	8,000	-		-		Berluti
40 East 66th Street
		-Retail	100.0%		100.0%		975.78	11,000	11,000	-		-		John Varvatos, Nespresso USA, J. Crew
1131 Third Avenue
		-Retail	100.0%		100.0%		143.01	22,000	22,000	-		-		Nike, Crunch LLC, J.Jill
	Total Upper East Side							59,000	59,000	-		80,000
Long Island City:
33-00 Northern Boulevard
		-Office	100.0%		95.5%		30.24	446,000	446,000	-		61,882		The City of New York, NYC Transit Authority
Chelsea/Meatpacking District:
260 Eleventh Avenue - 2 buildings
	(ground leased through 2114)
		-Office	100.0%		100.0%		46.03	184,000	184,000	-		-		The City of New York
85 Tenth Avenue														Google, General Services Administration,
														Telehouse International Corp., L-3 Communications,
		-Office	49.9%	(4)	100.0%		71.48	573,000	573,000	-				Moet Hennessy USA. Inc.
		-Retail	49.9%	(4)	100.0%		65.10	39,000	39,000	-				Craft Restaurants Inc., IL Posto LLC, Toro NYC Restaurant
			49.9%	(4)	100.0%		71.08	612,000	612,000	-		270,000	(5)
	Total Chelsea/Meatpacking District							796,000	796,000	-		270,000

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NEW YORK SEGMENT
PROPERTY TABLE
					Weighted		Square Feet
					Average				Under Development
			%	%	Annual Rent		Total		or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)		Major Tenants
NEW YORK (Continued):
New Jersey:
Paramus
		-Office	100.0%	98.6%	$	21.01	129,000	129,000	-	$	-	Vornado's Administrative Headquarters
Washington D.C.:
3040 M Street
		-Retail	100.0%	100.0%		62.16	44,000	44,000	-		-	Nike, Barneys
Properties to be Developed:
512 West 22nd Street
		-Office	55.0%	-		-	173,000	-	173,000		35,100
61 Ninth Avenue
		-Office	50.1%	-		-	135,000	-	135,000		-
57th Street (3 buildings)
		-Office	50.0%	-		-	-	-	-
		-Retail	50.0%	-		-	-	-	-
			50.0%	-		-	-	-	-		-
	Total Properties to be Developed						308,000	-	308,000		35,100
New York Office:
	Total			95.6%	$	67.81	22,335,000	21,724,000	611,000	$	7,335,337
	Vornado's Ownership Interest			96.2%	$	65.77	18,455,000	18,051,000	404,000	$	5,287,587
New York Retail:
	Total			96.5%	$	206.68	2,700,000	2,550,000	150,000	$	1,242,881
	Vornado's Ownership Interest			96.3%	$	202.31	2,478,000	2,370,000	108,000	$	1,242,881

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NEW YORK SEGMENT
PROPERTY TABLE
					Weighted		Square Feet
					Average				Under Development
			%	%	Annual Rent		Total		or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)		Major Tenants
NEW YORK (Continued):
ALEXANDER'S, INC.:
New York:
731 Lexington Avenue, Manhattan
		-Office	32.4%	100.0%	$	100.81	885,000	885,000	-	$	300,000	Bloomberg
		-Retail	32.4%	100.0%		177.46	174,000	174,000	-		350,000	Hennes & Mauritz, The Home Depot, The Container Store
			32.4%	100.0%		112.39	1,059,000	1,059,000	-		650,000
Rego Park I, Queens (4.8 acres)			32.4%	100.0%		37.97	343,000	343,000	-		78,246	Sears, Burlington Coat Factory, Bed Bath & Beyond, Marshalls
Rego Park II (adjacent to Rego Park I),
	Queens (6.6 acres)		32.4%	98.9%		43.82	609,000	609,000	-		264,162	Century 21, Costco, Kohl's, TJ Maxx, Toys "R" Us
Flushing, Queens (6) (1.0 acre)			32.4%	100.0%		16.53	167,000	167,000	-		-	New World Mall LLC
New Jersey:
Paramus, New Jersey
	(30.3 acres ground leased to IKEA		32.4%	100.0%		-	-	-	-		68,000	IKEA (ground lessee)
	through 2041)
Property under Development:
The Alexander Apartment Tower,
	Rego Park, Queens, NY		32.4%	-		-	255,000	-	255,000		-
Property to be Developed:
Rego Park III (adjacent to Rego Park II),			32.4%	-		-	-	-	-		-
	Queens, NY (3.4 acres)
	Total Alexander's			99.7%		73.97	2,433,000	2,178,000	255,000		1,060,408
Hotel Pennsylvania:
	-Hotel (1,700 Keys)			-		-	1,400,000	1,400,000	-		-
Residential:
50-70 W 93rd Street (326 units)			49.9%	98.1%		-	283,000	283,000	-		63,966
Independence Plaza, Tribeca (1,327 units)
		-Residential	50.1%	93.9%		-	1,187,000	1,187,000	-
		-Retail	50.1%	80.3%		30.64	51,000	51,000	-			Duane Reade, Food Emporium
							1,238,000	1,238,000	-		550,000
	Total Residential			94.7%			1,521,000	1,521,000	-		613,966
Total New York				96.0%	$	81.35	30,389,000	29,373,000	1,016,000	$	10,252,592
Vornado's Ownership Interest				96.2%	$	80.97	23,883,000	23,288,000	595,000	$	7,181,509
(1)	Weighted Average Annual Rent PSF excludes ground rent, storage rent, garages and residential.
(2)	Excludes US Post Office leased through 2038 (including four five-year renewal options) for which the annual escalated rent is $11.27 PSF.
(3)	75,000 square feet is leased from the office condo.
(4)	As of September 30, 2015, we own junior and senior mezzanine loans of 85 Tenth Avenue with an accreted balance of $160.0 million.  The junior and senior mezzanine loans bear paid-in-kind interest of 12% and 9%, respectively, and mature in May 2017.  We account for our investment in 85 Tenth Avenue using the equity method of accounting because we will receive a 49.9% interest in the property after repayment of the junior mezzanine loan.  As a result of recording our share of the GAAP losses of the property, the net carrying amount of these loans is $24.3 million on our consolidated balance sheets.
(5)	Excludes the Company's junior and senior mezzanine loans which are accounted for as equity.
(6)	Leased by Alexander's through January 2037.

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WASHINGTON, DC SEGMENT
PROPERTY TABLE
				Weighted		Square Feet
				Average				Under Development
		%	%	Annual Rent		Total		or Not Available		Encumbrances
Property		Ownership	Occupancy	PSF (1)		Property	In Service	for Lease		(in thousands)		Major Tenants
WASHINGTON, DC:
Crystal City:
2011-2451 Crystal Drive - 5 buildings		100.0%	93.2%	$	43.74	2,325,000	2,325,000	-		$	221,406	General Services Administration, Lockheed Martin, Finmeccanica,
												Conservation International, Smithsonian Institution,
												Natl. Consumer Coop. Bank, Council on Foundations,
												Vornado / Charles E. Smith Headquarters, KBR, Scitor Corp.,
												Food Marketing Institute, American Diabetes Association
S. Clark Street / 12th Street - 5 buildings		100.0%	84.3%		37.47	1,547,000	1,547,000	-			57,511	General Services Administration, L-3 Communications,
												The Int'l Justice Mission, Management Systems International
1550-1750 Crystal Drive /		100.0%	86.4%		40.09	1,477,000	1,457,000	20,000	*		39,949	General Services Administration,
	241-251 18th Street - 4 buildings											Alion Science & Technologies, Booz Allen,
												Arete Associates, Battelle Memorial Institute
1800, 1851 and 1901 South Bell Street		100.0%	88.7%		39.81	869,000	506,000	363,000	*		-	General Services Administration, Lockheed Martin,
	- 3 buildings											University of Phoenix, Inc.
2100 / 2200 Crystal Drive - 2 buildings		100.0%	100.0%		34.05	529,000	529,000	-			-	General Services Administration,
												Public Broadcasting Service
223 23rd Street		100.0%	-		-	147,000	-	147,000	*		-
2001 Jefferson Davis Highway		100.0%	64.7%		35.72	162,000	162,000	-			-	Institute for the Psychology Sciences, VT Aepco, Inc.
Crystal City Shops at 2100		100.0%	96.0%		25.99	80,000	80,000	-			-	Various
Crystal Drive Retail		100.0%	100.0%		48.98	57,000	57,000	-			-	Various
Total Crystal City		100.0%	89.2%		40.09	7,193,000	6,663,000	530,000			318,866
Central Business District:
Universal Buildings		100.0%	96.2%		45.50	686,000	686,000	-			185,000	Family Health International, WeWork
	1825-1875 Connecticut Avenue, NW
	- 2 buildings
Warner Building - 1299 Pennsylvania		55.0%	86.1%		68.26	616,000	616,000	-			292,700	Baker Botts LLP, General Electric, Cooley LLP,
	Avenue, NW											Facebook, Live Nation, APCO Worldwide Inc
2101 L Street, NW		100.0%	99.0%		66.88	380,000	380,000	-			146,911	Greenberg Traurig, LLP, US Green Building Council,
												American Insurance Association, RTKL Associates, DTZ
1150 17th Street, NW		100.0%	91.7%		43.17	241,000	241,000	-			28,728	American Enterprise Institute
Bowen Building - 875 15th Street, NW		100.0%	100.0%		67.58	231,000	231,000	-			115,022	Paul Hastings LLP, Millennium Challenge Corporation
1101 17th Street, NW		55.0%	99.2%		48.10	215,000	215,000	-			31,000	AFSCME, Verto Solutions
1730 M Street, NW		100.0%	80.4%		46.94	203,000	203,000	-			14,853	General Services Administration
	(ground leased through 2061)

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WASHINGTON, DC SEGMENT
PROPERTY TABLE
				Weighted		Square Feet
				Average				Under Development
	%		%	Annual Rent		Total		or Not Available		Encumbrances
Property	Ownership		Occupancy	PSF (1)		Property	In Service	for Lease		(in thousands)		Major Tenants
WASHINGTON, DC (Continued):
1726 M Street, NW	100.0%		75.0%	$	41.23	92,000	92,000	-		$	-	Aptima, Inc., Nelnet Corporation
Waterfront Station	2.5%		-		-	675,000	-	675,000	*		-
1501 K Street, NW	5.0%		100.0%		68.65	379,000	379,000	-			-	Sidley Austin LLP, UBS
1399 New York Avenue, NW	100.0%		92.9%		83.71	129,000	129,000	-			-	Bloomberg, Abbott Laboratories, Abbvie US LLC
Total Central Business District			93.0%		56.70	3,847,000	3,172,000	675,000			814,214
Skyline properties:
Skyline Place - 7 buildings	100.0%		39.7%		33.70	2,128,000	2,128,000	-			558,583	General Services Administration, Analytic Services,
												Northrop Grumman, Axiom Resource Management,
												Booz Allen, Deloitte LLP
One Skyline Tower	100.0%		96.8%		33.10	520,000	520,000	-			138,489	General Services Administration
Total Skyline properties	100.0%		51.0%		33.47	2,648,000	2,648,000	-			697,072
Rosslyn / Ballston:
2200 / 2300 Clarendon Blvd	100.0%		93.5%		44.36	638,000	638,000	-			33,750	Arlington County, General Services Administration,
(Courthouse Plaza) - 2 buildings												AMC Theaters
(ground leased through 2062)
Rosslyn Plaza - 4 buildings	46.2%		55.6%		42.10	736,000	514,000	222,000	*		37,635	General Services Administration, Corporate Executive Board,
												Nathan Associates, Inc.
Total Rosslyn / Ballston			83.0%		43.91	1,374,000	1,152,000	222,000			71,385
Reston:
Commerce Executive - 3 buildings	100.0%	`	95.5%		34.12	419,000	400,000	19,000	*		-	L-3 Communications, Allworld Language Consultants,
												BT North America, Applied Information Sciences, Clarabridge Inc.
Rockville/Bethesda:
Democracy Plaza One	100.0%		95.9%		31.80	214,000	214,000	-			-	National Institutes of Health
(ground leased through 2084)
Tysons Corner:
Fairfax Square - 3 buildings	20.0%		71.7%		42.26	559,000	559,000	-			90,000	Dean & Company, Womble Carlyle
Pentagon City:
Fashion Centre Mall	7.5%		97.2%		41.90	818,000	818,000	-			410,000	Macy's, Nordstrom
Washington Tower	7.5%		100.0%		48.47	170,000	170,000	-			40,000	The Rand Corporation
Total Pentagon City			97.7%		43.05	988,000	988,000	-			450,000
Total Washington, DC office properties			83.2%	$	43.69	17,242,000	15,796,000	1,446,000		$	2,441,537
Vornado's Ownership Interest			82.2%	$	42.45	14,093,000	13,430,000	663,000		$	1,788,959

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WASHINGTON, DC SEGMENT
PROPERTY TABLE
			Weighted		Square Feet
			Average				Under Development
	%	%	Annual Rent		Total		or Not Available		Encumbrances
Property	Ownership	Occupancy	PSF (1)		Property	In Service	for Lease		(in thousands)		Major Tenants
WASHINGTON, DC (Continued):
Residential:
For rent residential:
RiverHouse Apartments - 3 buildings (1,670 units)	100.0%	94.5%	$	-	1,802,000	1,802,000	-		$	307,710
West End 25 (283 units)	100.0%	98.2%		-	273,000	273,000	-			101,671
220 20th Street (265 units)	100.0%	97.0%		-	269,000	269,000	-			70,335
Rosslyn Plaza - 2 buildings (196 units)	43.7%	95.9%		-	253,000	253,000	-			-
Total Residential		95.3%			2,597,000	2,597,000	-			479,716
Other:
Crystal City Hotel	100.0%	100.0%		-	266,000	266,000	-			-
2221 South Clark Street	100.0%	100.0%		-	171,000	171,000	-			-	WeWork (residential and office)
Met Park / Warehouses - 1 building	100.0%	100.0%		-	129,000	109,000	20,000	*		-
The Bartlett - 1 building	100.0%	-		-	620,000	-	620,000			-	Whole Foods
Other - 3 buildings	100.0%	100.0%		-	11,000	9,000	2,000	*		-
Total Other		100.0%			1,197,000	555,000	642,000			-
Total Washington, DC		85.3%	$	43.69	21,036,000	18,948,000	2,088,000		$	2,921,253
Vornado's Ownership Interest		84.7%	$	42.45	17,745,000	16,440,000	1,305,000		$	2,268,675
*  We do not capitalize interest or real estate taxes on this space.
(1)  Weighted Average Annual Rent PSF excludes ground rent, storage rent, garages and residential.

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OTHER
PROPERTY TABLE
					Weighted		Square Feet
					Average				Under Development
			%	%	Annual Rent		Total		or Not Available	Encumbrances
Property			Ownership	Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)		Major Tenants
555 California Street:
555 California Street			70.0%	98.4%	$	66.67	1,504,000	1,504,000	-	$	591,306	Bank of America, 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
315 Montgomery Street			70.0%	60.4%		50.53	232,000	232,000	-		-	Bank of America, Regus (lease not yet commenced)
345 Montgomery Street			70.0%	100.0%		97.04	64,000	64,000	-		-	Bank of America
Total 555 California Street				93.6%	$	66.52	1,800,000	1,800,000	-	$	591,306
Vornado's Ownership Interest				93.6%	$	66.52	1,260,000	1,260,000	-	$	413,914
The Mart:
The Mart, Chicago												Motorola Mobility (guaranteed by Google),
												CCC Information Services, Ogilvy Group (WPP),
												Publicis Groupe (MSL Group, Medicus Group, Razorfish),
												1871, Yelp Inc., Paypal, Inc., Allscripts Healthcare,
												Chicago School of Professional Psychology,
												Innovation Development Institute, Inc., Chicago Teachers Union,
												ConAgra Foods Inc. (lease not yet commenced),
		-Office	100.0%	98.9%	$	33.34	1,895,000	1,895,000	-			Allstate Insurance Company (lease not yet commenced)
												Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
		-Showroom/Trade show	100.0%	97.8%		42.49	1,633,000	1,633,000	-			Allsteel Inc., Herman Miller Inc., Knoll Inc., Teknion LLC
		-Retail	100.0%	98.0%		44.26	90,000	90,000	-
			100.0%	98.4%		37.69	3,618,000	3,618,000	-	$	550,000
Other			50.0%	95.4%		32.13	19,000	19,000	-		34,573
Total The Mart				98.4%	$	37.66	3,637,000	3,637,000	-	$	584,573
Vornado's Ownership Interest				98.4%	$	37.66	3,628,000	3,628,000	-	$	567,287
(1)	Weighted Average Annual Rent PSF excludes ground rent, storage rent and garages.

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REAL ESTATE FUND
PROPERTY TABLE
				Weighted		Square Feet
				Average				Under Development
	Fund		%	Annual Rent		Total		or Not Available	Encumbrances
Property	Ownership %		Occupancy	PSF (1)		Property	In Service	for Lease	(in thousands)		Major Tenants
VORNADO CAPITAL PARTNERS
REAL ESTATE FUND:
New York, NY:
Lucida, 86th Street and Lexington Avenue
(ground leased through 2082)											Barnes & Noble, Hennes & Mauritz,
- Retail	100.0%		100.0%	$	203.81	95,000	95,000	-			Sephora, Bank of America
- Residential	100.0%		89.7%		-	59,000	59,000	-
						154,000	154,000	-	$	146,000
11 East 68th Street Retail	100.0%		100.0%		804.81	11,000	8,000	3,000		-	Belstaff, Kent & Curwen
Crowne Plaza Times Square
- Hotel (795 Keys)
- Retail	75.3%	(2)	92.5%		335.32	15,000	15,000	-			Hershey's
- Office	75.3%	(2)	100.0%		36.77	220,000	220,000	-			American Management Association
					55.83	235,000	235,000	-		310,000
501 Broadway	100.0%		100.0%		239.18	9,000	9,000	-		23,000	Capital One
Culver City, CA:
800 Corporate Pointe - 2 buildings	100.0%		57.0%		36.91	243,000	243,000	-		60,094	Meredith Corp., West Publishing Corp., Symantec Corp.,
											Syska Hennessy Group, X Prize Foundation
Miami, FL:
1100 Lincoln Road
- Retail	100.0%		100.0%		148.00	49,000	49,000	-			Anthropologie, Banana Republic
- Theatre					36.45	79,000	79,000	-			Regal Cinema
					79.26	128,000	128,000	-		66,000
Total Real Estate Fund	92.5%		84.5%			780,000	777,000	3,000	$	605,094
Vornado's Ownership Interest	27.4%		86.9%			214,000	213,000	1,000	$	132,131
(1)  Weighted Average Annual Rent PSF excludes ground rent, storage rent, garages and residential.
(2)  Vornado's effective ownership through its Real Estate Fund and its co-investment is 33%.

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OTHER
PROPERTY TABLE
			Weighted		Square Feet
			Average			In Service		Under Development
	%	%	Annual Rent		Total	Owned by	Owned By	or Not Available	Encumbrances
Property	Ownership	Occupancy	PSF (1)		Property	Company	Tenant (2)	for Lease	(in thousands)		Major Tenants
Other Properties:
New Jersey:
Wayne Town Center, Wayne	100.0%	100.0%	$	26.86	650,000	180,000	443,000	27,000	$	-	JCPenney, Costco, Dick's Sporting Goods, Nordstrom Rack,
(ground leased through 2064)											24 Hour Fitness
Maryland:
Annapolis
(ground and building leased through 2042)	100.0%	100.0%		8.99	128,000	128,000	-	-		-	The Home Depot
Total Other Properties		100.0%	$	23.81	778,000	308,000	443,000	27,000	$	-
Vornado's Ownership Interest		100.0%	$	23.81	778,000	308,000	443,000	27,000	$	-
(1)  Weighted Average Annual Rent PSF excludes ground rent, storage rent, garages and residential.
(2)  Owned by tenant on land leased from the company.

- 50 -