10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from		to
Commission File Number:	001‑11954 (Vornado Realty Trust)
Commission File Number:	001‑34482 (Vornado Realty L.P.)

Vornado Realty Trust

Vornado Realty L.P.

(Exact name of registrants as specified in its charter)

Vornado Realty Trust	Maryland	22-1657560
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
Vornado Realty L.P.	Delaware	13-3925979
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
888 Seventh Avenue, New York, New York, 10019
(Address of principal executive offices) (Zip Code)
(212) 894-7000
(Registrants’ telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

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

Registrant	Title of Each Class	Name of Exchange on Which Registered
Vornado Realty Trust	Common Shares of beneficial interest, $.04 par value per share	New York Stock Exchange
	Cumulative Redeemable Preferred Shares of beneficial interest, no par value:
Vornado Realty Trust	5.70% Series K	New York Stock Exchange
Vornado Realty Trust	5.40% Series L	New York Stock Exchange
Vornado Realty Trust	5.25% Series M	New York Stock Exchange

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

Registrant	Title of Each Class
Vornado Realty L.P.	Class A Units of Limited Partnership Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Vornado Realty Trust: YES  ý      NO  ¨   Vornado Realty L.P.: YES  ¨      NO  ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Vornado Realty Trust: YES  ¨      NO  ý   Vornado Realty L.P.: YES  ¨      NO  ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Vornado Realty Trust: YES  ý      NO  ¨   Vornado Realty L.P.: YES  ý      NO  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Vornado Realty Trust: YES  ý      NO  ¨   Vornado Realty L.P.: YES  ý      NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Vornado Realty Trust:

ý Large Accelerated Filer	¨ Accelerated Filer
¨ Non-Accelerated Filer	¨ Smaller Reporting Company
	¨ Emerging Growth Company

Vornado Realty L.P.:

¨ Large Accelerated Filer	¨ Accelerated Filer
ý Non-Accelerated Filer	¨ Smaller Reporting Company
	¨ Emerging Growth Company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Vornado Realty Trust: YES  ¨      NO  ý   Vornado Realty L.P.: YES  ¨      NO  ý

The aggregate market value of the voting and non-voting common shares held by non-affiliates of Vornado Realty Trust, i.e. by persons other than officers and trustees of Vornado Realty Trust, was $12,877,203,000 at June 30, 2018.

As of December 31, 2018, there were 190,535,499 common shares of beneficial interest outstanding of Vornado Realty Trust.

There is no public market for the Class A units of limited partnership interest of Vornado Realty L.P. Based on the June 30, 2018 closing share price of Vornado Realty Trust’s common shares, which are issuable upon redemption of the Class A units, the aggregate market value of the Class A units held by non-affiliates of Vornado Realty L.P., i.e. by persons other than Vornado Realty Trust and its officers and trustees, was $707,001,000 at June 30, 2018.

Documents Incorporated by Reference

Part III: Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s Shareholders to be held on May 16, 2019.

EXPLANATORY NOTE

This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 93.4% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the Annual Reports on Form 10-K of Vornado and the Operating Partnership into this single report provides the following benefits:

• enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

• eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and

• creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any other significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, the net proceeds of which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These capital sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facility, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.

To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:

• Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;

• Item 6. Selected Financial Data;

• Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable; and

• Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:

• Note 12. Redeemable Noncontrolling Interests/Redeemable Partnership Units

• Note 13. Shareholders' Equity/Partners' Capital

• Note 16. Stock-based Compensation

• Note 19. Income Per Share/Income Per Class A Unit

• Note 24. Summary of Quarterly Results (Unaudited)

This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

INDEX

	Item	Financial Information:	Page Number
PART I.	1.	Business	7
	1A.	Risk Factors	12
	1B.	Unresolved Staff Comments	25
	2.	Properties	26
	3.	Legal Proceedings	32
	4.	Mine Safety Disclosures	32
PART II.	5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
	6.	Selected Financial Data	35
	7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
	7A.	Quantitative and Qualitative Disclosures about Market Risk	93
	8.	Financial Statements and Supplementary Data	94
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	159
	9A.	Controls and Procedures	159
	9B.	Other Information	163
PART III.	10.	Directors, Executive Officers and Corporate Governance(1)	163
	11.	Executive Compensation(1)	164
	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters(1)	164
	13.	Certain Relationships and Related Transactions, and Director Independence(1)	164
	14.	Principal Accounting Fees and Services(1)	164
PART IV.	15.	Exhibits, Financial Statement Schedules	165
	16.	Form 10-K Summary	179
Signatures			180

____________________

(1) These items are omitted in whole or in part because Vornado, the Operating Partnership’s sole general partner, will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2018, portions of which are incorporated by reference herein.

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FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute forward‑looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Annual Report on Form 10‑K. 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 this Annual Report on Form 10-K.

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 Annual Report on Form 10-K or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K.

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PART I

ITEM 1. BUSINESS

Vornado is a fully‑integrated REIT and conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership, a Delaware limited partnership. Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2018.

We currently own all or portions of:

New York:

• 19.9 million square feet of Manhattan office in 36 properties;

• 2.6 million square feet of Manhattan street retail in 71 properties;

• 1,999 units in eleven residential properties;

• The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn District; and

• A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building.

Other Real Estate and Related Investments:

• The 3.7 million square foot theMART in Chicago;

• A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco’s financial district aggregating 1.8 million square feet, known as the Bank of America Center;

• A 25.0% interest in Vornado Capital Partners, our real estate fund (the "Fund"). We are the general partner and investment manager of the Fund; and

• Other real estate and other investments.

OBJECTIVES AND STRATEGY

Our business objective is to maximize Vornado shareholder value. We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:

• maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;

• investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;

• acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;

• investing in retail properties in select under-stored locations such as the New York City metropolitan area;

• developing and redeveloping our existing properties to increase returns and maximize value; and

• investing in operating companies that have a significant real estate component.

We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from asset sales and by accessing the public and private capital markets. We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.

7

ACQUISITIONS

We completed the following acquisitions during 2018:

• $442 million acquisition of the retail condominium at 1535 Broadway;

• $44 million acquisition of 537 West 26th Street and 55,000 square feet of additional zoning air rights; and

• $42 million purchase price to increase our ownership interest in the joint venture that is developing the Farley Office and Retail Building to 95.0% from 50.1%.

DISPOSITIONS

We completed the following sale transactions during 2018:

• $120 million sale of our 49.5% interests in the 666 Fifth Office Condominium. Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55.2 million for the participation we held in the mortgage loan;

• $82 million sale of the retail condominium at 11 East 68th Street by the Fund (25% interest); and

• $45 million sale of 27 Washington Square North.

220 CENTRAL PARK SOUTH

We completed the following sale transactions during 2018:

• $215 million net proceeds from the sale of 11 condominium units.

FINANCINGS

We completed the following financing transactions during 2018:

• $750 million unsecured term loan extended to February 2024, lowering the interest rate from LIBOR plus 1.15% to LIBOR plus

1.00%;

• $675 million refinancing of Independence Plaza ($338 million at our 50.1% interest);

• $470 million redemption of all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units;

• $255 million refinancing of the Crowne Plaza Times Square Hotel ($84 million at our 32.9% interest);

• $205 million refinancing of 150 West 34th Street and $105 million investment in a participation in the refinanced loan;

• $120 million refinancing of 4 Union Square South; and

• $100 million refinancing of 33-00 Northern Boulevard (Center Building).

8

DEVELOPMENT AND REDEVELOPMENT EXPENDITURES

We are constructing a residential condominium tower containing 397,000 salable square feet at 220 Central Park South ("220 CPS"). The development cost of this project (exclusive of land cost of $515.4 million) is estimated to be approximately $1.4 billion, of which $1.2 billion has been expended as of December 31, 2018.

We are developing a 173,000 square foot Class A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan (55.0% interest). The development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000. As of December 31, 2018, $95,464,000 has been expended, of which our share is $52,505,000.

We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway and Houston Street in Manhattan (50.0% interest). The development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of December 31, 2018, $51,202,000 has been expended, of which our share is $25,601,000.

We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $46,000,000, of which our share is $32,000,000. As of December 31, 2018, $21,834,000 has been expended, of which our share is $15,284,000.

We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of December 31, 2018, $8,967,000 has been expended, of which our share is $4,484,000.

We are redeveloping PENN1, a 2,545,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. The development cost of this project is estimated to be over $200,000,000, of which $9,725,000 has been expended as of December 31, 2018.

We are in the planning phase to redevelop PENN2, a 1,634,000 square foot office building located on the west side of 7th Avenue between 31st and 33rd Street.

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn District.

9

DEVELOPMENT AND REDEVELOPMENT EXPENDITURES - continued

Farley Office and Retail Building and Moynihan Train Hall

Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies "Related") is developing the Farley Office and Retail Building (the "Project"), which will include approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $800,000,000 (exclusive of a $230,000,000 upfront contribution and net of anticipated historic tax credits). As of December 31, 2018, $144,491,000 has been expended.

The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to Accounting Standards Codification 840-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2018 of $445,693,000 are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.

There can be no assurance that any of our development or redevelopment projects will commence, or if commenced, be completed, or completed on schedule or within budget.

10

SEGMENT DATA

We operate in the following reportable segments: New York and Other.  Financial information related to these reportable segments for the years ended December 31, 2018, 2017 and 2016 is set forth in Note 25 – Segment Information to our consolidated financial statements in this Annual Report on Form 10-K.

SEASONALITY

Our revenues and expenses are subject to seasonality during the year which impacts quarterly net earnings, cash flows and funds from operations, and therefore impacts comparisons of the current quarter to the previous quarter. The New York segment has historically experienced higher utility costs in the first and third quarters of the year.

TENANTS ACCOUNTING FOR OVER 10% OF REVENUES

None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2018, 2017 and 2016.

CERTAIN ACTIVITIES

We do not base our acquisitions and investments on specific allocations by type of property. We have historically held our properties for long‑term investment; however, it is possible that properties in our portfolio may be sold when circumstances warrant. Further, we have not adopted a policy that limits the amount or percentage of assets which could be invested in a specific property or property type. Generally our activities are reviewed and may be modified from time to time by Vornado’s Board of Trustees without the vote of our shareholders or Operating Partnership unitholders.

EMPLOYEES

As of December 31, 2018, we have approximately 3,928employees, of which 275 are corporate staff. The New York segment has 3,476 employees, including 2,838 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties and 460 employees at the Hotel Pennsylvania. theMART has 177 employees. The foregoing does not include employees of partially owned entities.

PRINCIPAL EXECUTIVE OFFICES

Our principal executive offices are located at 888 Seventh Avenue, New York, New York 10019; telephone (212) 894‑7000. 

MATERIALS AVAILABLE ON OUR WEBSITE

Copies of our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, trustees or 10% beneficial owners, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934 are available free of charge through our website (www.vno.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial information, including certain non-GAAP financial measures, none of which is a part of this Annual Report on Form 10-K. Copies of our filings under the Securities Exchange Act of 1934 are also available free of charge from us, upon request.

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ITEM 1A. RISK FACTORS

Material factors that may adversely affect our business, operations and financial condition are summarized below. We refer to the equity and debt securities of both Vornado and the Operating Partnership as our “securities” and the investors who own shares of Vornado or units of the Operating Partnership, or both, as our “equity holders.” The risks and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, operations and financial condition. See “Forward-Looking Statements” contained herein on page 6.

OUR INVESTMENTS ARE CONCENTRATED IN THE NEW YORK CITY METROPOLITAN AREA AND CIRCUMSTANCES AFFECTING THIS AREA GENERALLY COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS. 

A significant portion of our properties are located in the New York City Metropolitan area and are affected by the economic cycles and risks inherent to this area.

In 2018, approximately 89% of our net operating income ("NOI", a non-GAAP measure) came from properties located in the New York City metropolitan area. We may continue to concentrate a significant portion of our future acquisitions and development in this area. Real estate markets are subject to economic downturns and we cannot predict how economic conditions will impact this market in either the short or long term. Declines in the economy or declines in real estate markets in the New York City metropolitan area could hurt our financial performance and the value of our properties. In addition to the factors affecting the national economic condition generally, the factors affecting economic conditions in this region include:

• financial performance and productivity of the media, advertising, professional services, financial, technology, retail, insurance and real estate industries;

• business layoffs or downsizing;

• industry slowdowns;

• relocations of businesses;

• changing demographics;

• increased telecommuting and use of alternative work places;

• changes in the number of domestic and international tourists to our markets (including, as a result of changes in the relative strengths of world currencies);

• infrastructure quality;

• changes in rates or the treatment of the deductibility of state and local taxes; and

• any oversupply of, or reduced demand for, real estate.

It is impossible for us to assess the future effects of trends in the economic and investment climates of the geographic areas in which we concentrate, and more generally of the United States, or the real estate markets in these areas. Local, national or global economic downturns could negatively affect our businesses and profitability.

We are subject to risks that affect the general and New York City retail environments.

Certain of our properties are Manhattan street retail properties. As such, these properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, change in relative strengths of world currencies, the threat of terrorism, increasing competition from retailers, outlet malls, retail websites and catalog companies and the impact of technological change upon the retail environment generally. These factors could adversely affect the financial condition of our retail tenants, or result in the bankruptcy of such tenants, and the willingness of retailers to lease space in our retail locations.

Terrorist attacks may adversely affect the value of our properties and our ability to generate cash flow.

We have significant investments in large metropolitan areas, including principally New York City, Chicago and San Francisco metropolitan areas. In response to a terrorist attack or the perceived threat of terrorism, tenants in these areas may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity and fewer customers may choose to patronize businesses in these areas. This, in turn, would trigger a decrease in the demand for space in these areas, which could increase vacancies in our properties and force us to lease space on less favorable terms. Furthermore, we may experience increased costs in security, equipment and personnel. As a result, the value of our properties and the level of our revenues and cash flows could decline materially.

12

Natural disasters and the effects of climate change could have a concentrated impact on the areas where we operate and could adversely impact our results.

Our investments are concentrated in the New York, Chicago and San Francisco metropolitan areas. Natural disasters, including earthquakes, storms, tornados, floods and hurricanes, could impact our properties in these and other areas in which we operate. Potentially adverse consequences of “global warming,” including rising sea levels, could similarly have an impact on our properties. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to expend funds as we seek to repair and protect our properties against such risks. The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results.

REAL ESTATE INVESTMENTS’ VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.

The value of real estate fluctuates depending on conditions in the general economy and the real estate business. These conditions may also adversely impact our revenues and cash flows.

The factors that affect the value of our real estate investments include, among other things:

• global, national, regional and local economic conditions;

• competition from other available space;

• local conditions such as an oversupply of space or a reduction in demand for real estate in the area;

• how well we manage our properties;

• the development and/or redevelopment of our properties;

• changes in market rental rates;

• the timing and costs associated with property improvements and rentals;

• whether we are able to pass all or portions of any increases in operating costs through to tenants;

• changes in real estate taxes and other expenses;

• whether tenants and users such as customers and shoppers consider a property attractive;

• changes in consumer preferences adversely affecting retailers and retail store values;

• changes in space utilization by our tenants due to technology, economic conditions and business environment;

• the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;

• trends in office real estate;

• the impact on our retail tenants and demand for retail space at our properties due to increased competition from online shopping;

• availability of financing on acceptable terms or at all;

• inflation or deflation;

• fluctuations in interest rates;

• our ability to obtain adequate insurance;

• changes in zoning laws and taxation;

• government regulation;

• consequences of any armed conflict involving, or terrorist attacks against, the United States or individual acts of violence in public spaces including retail centers;

• potential liability under environmental or other laws or regulations;

• natural disasters;

• general competitive factors; and

• climate changes.

The rents or sales proceeds we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors. If rental revenues, sales proceeds and/or occupancy levels decline, we generally would expect to have less cash available to pay indebtedness and for distribution to equity holders. In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.

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Capital markets and economic conditions can materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities.

There are many factors that can affect the value of our debt and equity securities, including the state of the capital markets and the economy. Demand for office and retail space may decline nationwide due to an economic downturn, bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely affect the state of the capital markets. The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our securities.

U.S. federal tax reform legislation now and in the future could affect REITs generally, the geographic markets in which we operate, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.

The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) represented sweeping tax reform legislation that made significant changes to corporate and individual tax rates and the calculation of taxes, as well as international tax rules. As a REIT, we are generally not required to pay federal taxes otherwise applicable to regular corporations if we comply with the various tax regulations governing REITs. Shareholders, however, are generally required to pay taxes on REIT dividends. The 2017 Act and future tax reform legislation could impact our share price or how shareholders and potential investors view an investment in REITs. For example, the decrease in corporate tax rates in the 2017 Act could decrease the attractiveness of the REIT structure relative to companies that are not organized as REITs. In addition, while certain elements of the 2017 Act do not impact us directly as a REIT, they could impact the geographic markets in which we operate as well as our tenants in ways, both positive and negative, that are difficult to anticipate. For example, the limitation in the 2017 Act on the deductibility of certain state and local taxes may make operating in jurisdictions that impose such taxes at higher rates less desirable than operating in jurisdictions imposing such taxes at lower rates. The overall impact of the 2017 Act also depends on the future interpretations and regulations that may be issued by U.S. tax authorities, and it is possible that future guidance could adversely impact us.

Real estate is a competitive business.

We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends.

Competition for acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions.

We may acquire properties when we are presented with attractive opportunities. We may face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors which may adversely affect us by causing us the inability to acquire a desired property or cause an increase in the purchase price for such acquisition property.

If we are unable to successfully acquire additional properties, our ability to grow our business could be adversely affected. In addition, increases in the cost of acquisition opportunities could adversely affect our results of operations.

We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.

Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. In addition, because a majority of our income comes from renting of real property, our income, funds available to pay indebtedness and funds available for distribution to equity holders will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain occupancy levels on favorable terms. If a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and may incur substantial legal and other costs. During periods of economic adversity, there may be an increase in the number of tenants that cannot pay their rent, become insolvent or file for bankruptcy, all of which can result in an increase in vacancy rates and lower income and funds available to pay indebtedness and for distribution to our equity investors.

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We may be adversely affected by trends in office real estate.

Telecommuting, flexible work schedules, open workplaces and teleconferencing are becoming more common. These practices enable businesses to reduce their office space requirements. There is also an increasing trend among some businesses to utilize shared office spaces and co-working spaces. A continuation of the movement towards these practices could, over time, erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations.

We may be unable to renew leases or relet space as leases expire.

When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of renewal or reletting, taking into account among other things, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property. If we are unable to promptly renew the leases or relet the space at similar rates or if we incur substantial costs in renewing or reletting the space, our cash flow and ability to service debt obligations and pay dividends and distributions to equity holders could be adversely affected.

Bankruptcy or insolvency of tenants may decrease our revenue, net income and available cash.

From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy or become insolvent in the future. The bankruptcy or insolvency of a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the property. As a result, the bankruptcy or insolvency of a major tenant could result in decreased revenue, net income and funds available to pay our indebtedness or make distributions to equity holders.

We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.

Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may also impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.

 Each of our properties has been subject to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.

In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a “carbon tax”). These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders.

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We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control and similar requirements. 

Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) maintains a list of persons designated as terrorists or who are otherwise blocked or banned (“Prohibited Persons”) from conducting business or engaging in transactions in the United States and thereby restricts our doing business with such persons. In addition, our leases, loans and other agreements may require us to comply with OFAC and related requirements, and any failure to do so may result in a breach of such agreements. If a tenant or other party with whom we conduct business is placed on the OFAC list or is otherwise a party with whom we are prohibited from doing business, we may be required to terminate the lease or other agreement or face other penalties. Any such termination could result in a loss of revenue or otherwise negatively affect our financial results and cash flows.

Our business and operations would suffer in the event of system failures. 

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by such disruptions.

The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.

We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we have not experienced cyber incidents that are individually, or in the aggregate, material, we have experienced cyber attacks in the past, which have thus far been mitigated by preventative, detective, and responsive measures that we have put in place. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to litigation claims for breach of contract, damages, credits, fines, penalties, governmental investigations and enforcement actions or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.

A cyber attack could interfere with our ability to comply with financial reporting requirements, which could adversely affect us. A cyber attack could also compromise the confidential information of our employees, tenants, customers and vendors. A successful attack could disrupt and materially affect our business operations, including damaging relationships with tenants, customers and vendors. Any compromise of our information security systems could also result in a violation of applicable privacy and other laws, significant legal

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and financial exposure, damage to our reputation, loss or misuse of the information (which may be confidential, proprietary and/or commercially sensitive in nature) and a loss of confidence in our security measures, which could harm our business.

Some of our potential losses may not be covered by insurance.

We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000 and 19% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.

Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

Compliance or failure to comply with the Americans with Disabilities Act ("ADA") or other safety regulations and requirements could result in substantial costs. 

ADA generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. From time to time persons have asserted claims against us with respect to some of our properties under the ADA, but to date such claims have not resulted in any material expense or liability. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to equity holders.

Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.

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Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR after 2021 may affect our financial results.

The chief executive of the United Kingdom Financial Conduct Authority ("FCA"), which regulates LIBOR, has recently announced that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom or elsewhere. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. On August 24, 2017, the Federal Reserve Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, to produce three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions secured by U.S. Treasury Securities.

Any changes announced by the FCA, other regulators or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which the LIBOR rates are determined may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If that were to occur, the level of interest payments we incur may change. In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable on certain of our obligations if LIBOR is not reported, which include requesting certain rates from major reference banks in London or New York, or alternatively using LIBOR for the immediately preceding interest period or using the initial interest rate, as applicable, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR rate was available in its current form.

WE MAY ACQUIRE OR SELL ASSETS OR ENTITIES OR DEVELOP PROPERTIES. OUR FAILURE OR INABILITY TO CONSUMMATE THESE TRANSACTIONS OR MANAGE THE RESULTS OF THESE TRANSACTIONS COULD ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.

We may acquire, develop or redevelop real estate and acquire related companies and this may create risks.

We may acquire, develop or redevelop properties or acquire real estate related companies when we believe doing so is consistent with our business strategy. We may not succeed in (i) developing, redeveloping or acquiring real estate and real estate related companies; (ii) completing these activities on time or within budget; or (iii) leasing or selling developed, redeveloped or acquired properties at amounts sufficient to cover our costs. Competition in these activities could also significantly increase our costs. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in weaker than anticipated performance. We may also abandon acquisition or development opportunities that we have begun pursuing and consequently fail to recover expenses already incurred. Furthermore, we may be exposed to the liabilities of properties or companies acquired, some of which we may not be aware of at the time of acquisition.  

From time to time we have made, and in the future we may seek to make, one or more material acquisitions. The announcement of such a material acquisition may result in a rapid and significant decline in the price of our securities.

We are continuously looking at material transactions that we believe will maximize shareholder value. However, an announcement by us of one or more significant acquisitions could result in a quick and significant decline in the price of our securities.

It may be difficult to buy and sell real estate quickly, which may limit our flexibility.

Real estate investments are relatively difficult to buy and sell quickly. Consequently, we may have limited ability to vary our portfolio promptly in response to changes in economic or other conditions.

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We may not be permitted to dispose of certain properties or pay down the debt associated with those properties when we might otherwise desire to do so without incurring additional costs. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn similar returns.

As part of an acquisition of a property, or a portfolio of properties, we may agree, and in the past have agreed, not to dispose of the acquired properties or reduce the mortgage indebtedness for a long-term period, unless we pay certain of the resulting tax costs of the seller. These agreements could result in us holding on to properties that we would otherwise sell and not pay down or refinance. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn returns similar to those generated by the assets that were sold.

From time to time we have made, and in the future we may seek to make, investments in companies over which we do not have sole control. Some of these companies operate in industries with different risks than investing and operating real estate.

From time to time we have made, and in the future we may seek to make, investments in companies that we may not control, including, but not limited to, Alexander’s, Urban Edge Properties (“UE”), Pennsylvania Real Estate Investment Trust (“PREIT”), and other equity and loan investments. Although these businesses generally have a significant real estate component, some of them operate in businesses that are different from investing and operating real estate. Consequently, we are subject to operating and financial risks of those industries and to the risks associated with lack of control, such as having differing objectives than our partners or the entities in which we invest, or becoming involved in disputes, or competing directly or indirectly with these partners or entities. In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may adversely affect us.

We are subject to risks involved in real estate activity through joint ventures and private equity real estate funds.

We have in the past and may in the future acquire or own properties in joint ventures and private equity real estate funds with other persons or entities when we believe circumstances warrant the use of such structures. Joint venture and fund investments involve risk, including: the possibility that our partners might refuse to make capital contributions when due and therefore we may be forced to make contributions to maintain the value of the property; that we may be responsible to our partners for indemnifiable losses; that our partners might at any time have business or economic goals that are inconsistent with ours; and that our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests. We and our respective joint venture partners may each have the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, or acquire our partner’s interest, or to sell the underlying asset, at a time when we otherwise would not have initiated such a transaction, without our consent or on unfavorable terms. In some instances, joint venture and fund partners may have competing interests in unfavorable terms. In some instances, joint venture and fund partners may have competing interests in our markets that could create conflicts of interest. These conflicts may include compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures or funds does not operate in compliance with REIT requirements. To the extent our partners do not meet their obligations to us or our joint ventures or funds, or they take action inconsistent with the interests of the joint venture or fund, we may be adversely affected.

Our decision to dispose of real estate assets would change the holding period assumption in our valuation analyses, which could result in material impairment losses and adversely affect our financial results.

We evaluate real estate assets for impairment based on the projected cash flow of the asset over our anticipated holding period. If we change our intended holding period, due to our intention to sell or otherwise dispose of an asset, then under accounting principles generally accepted in the United States of America, we must reevaluate whether that asset is impaired. Depending on the carrying value of the property at the time we change our intention and the amount that we estimate we would receive on disposal, we may record an impairment loss that would adversely affect our financial results. This loss could be material to our results of operations in the period that it is recognized.

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We invest in marketable equity securities. The value of these investments may decline as a result of operating performance or economic or market conditions. 

We invest in marketable equity securities of publicly-traded companies, such as Lexington Realty Trust. As of December 31, 2018, our marketable securities have an aggregate carrying amount of $152,198,000, at market. Significant declines in the value of these investments due to, among other reasons, operating performance or economic or market conditions, would result in recognized GAAP losses which could be material. 

OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE GIVES RISE TO OPERATIONAL AND FINANCIAL RISKS.

We may not be able to obtain capital to make investments.

We depend primarily on external financing to fund the growth of our business. This is because one of the requirements of the Internal Revenue Code of 1986, as amended, for a REIT is that it distributes 90% of its taxable income, excluding net capital gains, to its shareholders. This, in turn, requires the Operating Partnership to make distributions to its unitholders. There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. Although we believe that we will be able to finance any investments we may wish to make in the foreseeable future, there can be no assurance that new financing will be available or available on acceptable terms. For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and the notes to the consolidated financial statements in this Annual Report on Form 10-K.

We depend on dividends and distributions from our direct and indirect subsidiaries. The creditors and preferred equity holders of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or distributions to us.

Substantially all of Vornado’s assets are held through its Operating Partnership that holds substantially all of its properties and assets through subsidiaries. The Operating Partnership’s cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of Vornado’s cash flow is dependent on cash distributions to it by the Operating Partnership. The creditors of each of Vornado’s direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders. Thus, the Operating Partnership’s ability to make distributions to its equity holders depends on its subsidiaries’ ability first to satisfy their obligations to their creditors and then to make distributions to the Operating Partnership. Likewise, Vornado’s ability to pay dividends to its holders of common and preferred shares depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to make distributions to Vornado.

Furthermore, the holders of preferred units of the Operating Partnership are entitled to receive preferred distributions before payment of distributions to the Operating Partnership’s equity holders, including Vornado. Thus, Vornado’s ability to pay cash dividends to its equity holders and satisfy its debt obligations depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to its equity holders, including Vornado. As of December 31, 2018, there were four series of preferred units of the Operating Partnership not held by Vornado with a total liquidation value of $55,921,000.

In addition, Vornado’s participation in any distribution of the assets of any of its direct or indirect subsidiaries upon the liquidation, reorganization or insolvency, is only after the claims of the creditors, including trade creditors and preferred equity holders, are satisfied.

We have a substantial amount of indebtedness that could affect our future operations.

As of December 31, 2018, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and deferred financing costs, net, totaled $9.9 billion. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet our required debt service. Our debt service costs generally will not be reduced if developments in the market or at our properties, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from our properties. Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.

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We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on acceptable terms.

We rely on both secured and unsecured, variable rate and non-variable rate debt to finance acquisitions and development activities and for working capital. If we are unable to obtain debt financing or refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected. In addition, the cost of our existing debt may increase, especially in the case of a rising interest rate environment, and we may not be able to refinance our existing debt in sufficient amounts or on acceptable terms. If the cost or amount of our indebtedness increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of credit ratings downgrades and default on our obligations that could adversely affect our financial condition and results of operations.

Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities.

The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the applicable lender, to further mortgage the applicable property or to discontinue insurance coverage. Our unsecured indebtedness and debt that we may obtain in the future may contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants that limit our ability to incur debt based upon the level of our ratio of total debt to total assets, our ratio of secured debt to total assets, our ratio of EBITDA to interest expense, and fixed charges, and that require us to maintain a certain ratio of unencumbered assets to unsecured debt. Our ability to borrow is subject to compliance with these and other covenants. In addition, failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from such other sources or give possession of a secured property to the lender. Under those circumstances, other sources of capital may not be available to us, or may be available only on unattractive terms.

A downgrade in our credit ratings could materially adversely affect our business and financial condition.

Our credit rating and the credit ratings assigned to our debt securities and our preferred shares could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and any rating could be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant such action. Moreover, these credit ratings are not recommendations to buy, sell or hold our common shares or any other securities. If any of the credit rating agencies that have rated our securities downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a “watch list” for a possible downgrading or lowering, or otherwise indicates that its outlook for that rating is negative, such action could have a material adverse effect on our costs and availability of funding, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the trading/redemption price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.

Vornado may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.

Although we believe that Vornado will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, Vornado may fail to remain so qualified. Qualifications are governed by highly technical and complex provisions of the Internal Revenue Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT. If, with respect to any taxable year, Vornado fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, Vornado could not deduct distributions to shareholders in computing our taxable income and would have to pay federal income tax on its taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If Vornado had to pay federal income tax, the amount of money available to distribute to equity holders and pay its indebtedness would be reduced for the year or years involved, and Vornado would not be required to make distributions to shareholders in that taxable year and in future years until it was able to qualify as a REIT and did so. In addition, Vornado would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless Vornado were entitled to relief under the relevant statutory provisions.

We face possible adverse changes in tax laws, which may result in an increase in our tax liability.

From time to time changes in tax laws or regulations are enacted, which may result in an increase in our tax liability. The shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for payment of dividends and distributions.

21

Loss of our key personnel could harm our operations and adversely affect the value of our common shares and Operating Partnership Class A units.

We are dependent on the efforts of Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. While we believe that we could find a replacement for him and other key personnel, the loss of their services could harm our operations and adversely affect the value of our securities.

VORNADO’S CHARTER DOCUMENTS AND APPLICABLE LAW MAY HINDER ANY ATTEMPT TO ACQUIRE US.

Vornado’s Amended and Restated Declaration of Trust (the “declaration of trust”) sets limits on the ownership of its shares.

Generally, for Vornado to maintain its qualification as a REIT under the Internal Revenue Code, not more than 50% in value of the outstanding shares of beneficial interest of Vornado may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of Vornado’s taxable year. The Internal Revenue Code defines “individuals” for purposes of the requirement described in the preceding sentence to include some types of entities. Under Vornado’s declaration of trust, as amended, no person may own more than 6.7% of the outstanding common shares of any class, or 9.9% of the outstanding preferred shares of any class, with some exceptions for persons who held common shares in excess of the 6.7% limit before Vornado adopted the limit and other persons approved by Vornado’s Board of Trustees. These restrictions on transferability and ownership may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of equity holders.

The Maryland General Corporation Law (the “MGCL”) contains provisions that may reduce the likelihood of certain takeover transactions.

The MGCL imposes conditions and restrictions on certain “business combinations” (including, among other transactions, a merger, consolidation, share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities) between a Maryland REIT and certain persons who beneficially own at least 10% of the corporation’s stock (an “interested shareholder”). Unless approved in advance by the board of trustees of the trust, or otherwise exempted by the statute, such a business combination is prohibited for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. After such five-year period, a business combination with an interested shareholder must be: (a) recommended by the board of trustees of the trust, and (b) approved by the affirmative vote of at least (i) 80% of the trust’s outstanding shares entitled to vote and (ii) two-thirds of the trust’s outstanding shares entitled to vote which are not held by the interested shareholder with whom the business combination is to be effected, unless, among other things, the trust’s common shareholders receive a “fair price” (as defined by the statute) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for his or her shares.

In approving a transaction, Vornado’s Board of Trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board of Trustees. Vornado’s Board of Trustees has adopted a resolution exempting any business combination between Vornado and any trustee or officer of Vornado or its affiliates. As a result, any trustee or officer of Vornado or its affiliates may be able to enter into business combinations with Vornado that may not be in the best interest of our equity holders. With respect to business combinations with other persons, the business combination provisions of the MGCL may have the effect of delaying, deferring or preventing a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders. The business combination statute may discourage others from trying to acquire control of Vornado and increase the difficulty of consummating any offer.

22

Vornado may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.

Vornado’s declaration of trust authorizes the Board of Trustees to:

• cause Vornado to issue additional authorized but unissued common shares or preferred shares;

• classify or reclassify, in one or more series, any unissued preferred shares;

• set the preferences, rights and other terms of any classified or reclassified shares that Vornado issues; and

• increase, without shareholder approval, the number of shares of beneficial interest that Vornado may issue.

Vornado’s Board of Trustees could establish a series of preferred shares whose terms could delay, deter or prevent a change in control of Vornado, and therefore of the Operating Partnership, or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders, although Vornado’s Board of Trustees does not now intend to establish a series of preferred shares of this kind. Vornado’s declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders.

We may change our policies without obtaining the approval of our equity holders.

Our operating and financial policies, including our policies with respect to acquisitions of real estate or other companies, growth, operations, indebtedness, capitalization, dividends and distributions, are exclusively determined by Vornado’s Board of Trustees. Accordingly, our equity holders do not control these policies.

OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY GIVE RISE TO CONFLICTS OF INTEREST.

Steven Roth and Interstate Properties may exercise substantial influence over us. They and some of Vornado’s other trustees and officers have interests or positions in other entities that may compete with us.

As of December 31, 2018, Interstate Properties, a New Jersey general partnership, and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.2% of the common stock of Alexander’s, which is described below. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the three partners of Interstate Properties. Mr. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. Wight and Mandelbaum are Trustees of Vornado and also Directors of Alexander’s.

Because of these overlapping interests, Mr. Roth and Interstate Properties and its partners may have substantial influence over Vornado, and therefore over the Operating Partnership. In addition, certain decisions concerning our operations or financial structure may present conflicts of interest among Messrs. Roth, Mandelbaum and Wight and Interstate Properties and our other equity holders. In addition, Mr. Roth, Interstate Properties and its partners, and Alexander’s currently and may in the future engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us, such as which of these entities or persons, if any, may take advantage of potential business opportunities, the business focus of these entities, the types of properties and geographic locations in which these entities make investments, potential competition between business activities conducted, or sought to be conducted, competition for properties and tenants, possible corporate transactions such as acquisitions and other strategic decisions affecting the future of these entities.

We manage and lease the real estate assets of Interstate Properties under a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. See Note 23 – Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for additional information.

23

There may be conflicts of interest between Alexander’s and us.

As of December 31, 2018, we owned 32.4% of the outstanding common stock of Alexander’s. Alexander’s is a REIT that has seven properties, which are located in the greater New York metropolitan area. In addition to the 2.3% that they indirectly own through Vornado, Interstate Properties, which is described above, and its partners owned 26.2% of the outstanding common stock of Alexander’s as of December 31, 2018. Mr. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. Wight and Mandelbaum are Trustees of Vornado and also Directors of Alexander’s and general partners of Interstate Properties. Dr. Richard West is a Trustee of Vornado and a Director of Alexander’s. In addition, Joseph Macnow, our Executive Vice President – Chief Financial Officer and Chief Administrative Officer, is the Treasurer of Alexander’s and Matthew Iocco, our Executive Vice President – Chief Accounting Officer, is the Chief Financial Officer of Alexander’s.

We manage, develop and lease Alexander’s properties under management and development agreements and leasing agreements under which we receive annual fees from Alexander’s. See Note 23 – Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for additional information.

THE NUMBER OF SHARES OF VORNADO REALTY TRUST AND THE MARKET FOR THOSE SHARES GIVE RISE TO VARIOUS RISKS.

The trading price of Vornado’s common shares has been volatile and may continue to fluctuate. 

The trading price of Vornado’s common shares has been volatile and may continue to fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of Vornado’s common shares and the redemption price of the Operating Partnership’s Class A units. Among those factors are:

• our financial condition and performance;

• the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;

• actual or anticipated quarterly fluctuations in our operating results and financial condition;

• our dividend policy;

• the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;

• uncertainty and volatility in the equity and credit markets;

• fluctuations in interest rates;

• changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;

• failure to meet analysts’ revenue or earnings estimates;

• speculation in the press or investment community;

• strategic actions by us or our competitors, such as acquisitions or restructurings;

• the extent of institutional investor interest in us;

• the extent of short-selling of Vornado common shares and the shares of our competitors;

• fluctuations in the stock price and operating results of our competitors;

• general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;

• domestic and international economic factors unrelated to our performance;

• changes in tax laws and rules; and

• all other risk factors addressed elsewhere in this Annual Report on Form 10-K. 

A significant decline in Vornado’s stock price could result in substantial losses for our equity holders.

24

Vornado has many shares available for future sale, which could hurt the market price of its shares and the redemption price of the Operating Partnership’s units.

The interests of equity holders could be diluted if we issue additional equity securities. As of December 31, 2018, Vornado had authorized but unissued, 59,464,501 common shares of beneficial interest, $.04 par value and 72,116,023 preferred shares of beneficial interest, no par value; of which 18,882,197 common shares are reserved for issuance upon redemption of Class A Operating Partnership units, convertible securities and employee stock options and 11,200,000 preferred shares are reserved for issuance upon redemption of preferred Operating Partnership units. Any shares not reserved may be issued from time to time in public or private offerings or in connection with acquisitions. In addition, common and preferred shares reserved may be sold upon issuance in the public market after registration under the Securities Act or under Rule 144 under the Securities Act or other available exemptions from registration. We cannot predict the effect that future sales of Vornado’s common and preferred shares or Operating Partnership Class A and preferred units will have on the market prices of our securities.

 In addition, under Maryland law, Vornado’s Board of Trustees has the authority to increase the number of authorized shares without shareholder approval.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the staff of the Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.

25

ITEM 2.     PROPERTIES

We operate in two reportable segments: New York and Other. The following pages provide details of our real estate properties as of December 31, 2018.

							Square Feet
NEW YORK SEGMENT Property	% Ownership		Type	% Occupancy			In Service	Under Development or Not Available for Lease	Total Property
PENN1 (ground leased through 2098)	100.0	%	Office / Retail	93.1	%		2,376,000	169,000	2,545,000
1290 Avenue of the Americas	70.0	%	Office / Retail	100.0	%		2,113,000	—	2,113,000
PENN2	100.0	%	Office / Retail	100.0	%		1,398,000	236,000	1,634,000
909 Third Avenue (ground leased through 2063)	100.0	%	Office	98.6	%		1,352,000	—	1,352,000
Independence Plaza, Tribeca (1,327 units)(1)	50.1	%	Retail / Residential	100.0	%	(2)	1,245,000	12,000	1,257,000
280 Park Avenue(1)	50.0	%	Office / Retail	93.5	%		1,260,000	—	1,260,000
770 Broadway	100.0	%	Office / Retail	100.0	%		1,183,000	—	1,183,000
PENN11	100.0	%	Office / Retail	99.7	%		1,151,000	—	1,151,000
90 Park Avenue	100.0	%	Office / Retail	94.9	%		962,000	—	962,000
One Park Avenue(1)	55.0	%	Office / Retail	100.0	%		943,000	—	943,000
888 Seventh Avenue (ground leased through 2067)	100.0	%	Office / Retail	96.7	%		886,000	—	886,000
100 West 33rd Street	100.0	%	Office	100.0	%		859,000	—	859,000
Farley Office and Retail Building       (ground leased through 2116)	95.0	%	Office / Retail	n/a			—	850,000	850,000
330 Madison Avenue(1)	25.0	%	Office / Retail	97.0	%		846,000	—	846,000
330 West 34th Street (ground leased through 2149 - 34.8% ownership interest in the land)	100.0	%	Office / Retail	98.5	%		722,000	—	722,000
85 Tenth Avenue(1)	49.9	%	Office / Retail	99.5	%		629,000	—	629,000
650 Madison Avenue(1)	20.1	%	Office / Retail	96.0	%		604,000	—	604,000
350 Park Avenue	100.0	%	Office / Retail	97.8	%		571,000	—	571,000
150 East 58th Street (ground leased through 2118)	100.0	%	Office / Retail	96.5	%		543,000	—	543,000
7 West 34th Street(1)	53.0	%	Office / Retail	99.6	%		477,000	—	477,000
33-00 Northern Boulevard (Center Building)	100.0	%	Office	95.5	%		471,000	—	471,000
595 Madison Avenue	100.0	%	Office / Retail	91.1	%		330,000	—	330,000
640 Fifth Avenue	100.0	%	Office / Retail	100.0	%		315,000	—	315,000
50-70 W 93rd Street (325 units)(1)	49.9	%	Residential	96.0	%		283,000	—	283,000
Manhattan Mall	100.0	%	Retail	94.9	%		256,000	—	256,000
40 Fulton Street	100.0	%	Office / Retail	77.5	%		251,000	—	251,000
4 Union Square South	100.0	%	Retail	100.0	%		206,000	—	206,000
260 Eleventh Avenue (ground leased through 2114)	100.0	%	Office	100.0	%		184,000	—	184,000
512 W 22nd Street(1)	55.0	%	Office	n/a			—	173,000	173,000
61 Ninth Avenue (ground leased through 2115)(1)	45.1	%	Office / Retail	100.0	%		23,000	147,000	170,000
825 Seventh Avenue	51.2	%	Office (1)/ Retail	n/a			—	169,000	169,000
1540 Broadway	100.0	%	Retail	100.0	%		161,000	—	161,000
608 Fifth Avenue (ground leased through 2033)	100.0	%	Office / Retail	99.9	%		137,000	—	137,000
Paramus	100.0	%	Office	87.2	%		129,000	—	129,000
666 Fifth Avenue Retail Condominium	100.0	%	Retail	100.0	%		114,000	—	114,000
1535 Broadway	100.0	%	Retail / Theatre	98.0	%		107,000	—	107,000
57th Street (2 buildings)(1)	50.0	%	Office / Retail	87.9	%		103,000	—	103,000
689 Fifth Avenue	100.0	%	Office / Retail	100.0	%		98,000	—	98,000
478-486 Broadway (2 buildings) (10 units)	100.0	%	Retail / Residential	100.0	%	(2)	85,000	—	85,000
150 West 34th Street	100.0	%	Retail	100.0	%		78,000	—	78,000
510 Fifth Avenue	100.0	%	Retail	100.0	%		66,000	—	66,000
655 Fifth Avenue	92.5	%	Retail	100.0	%		57,000	—	57,000
155 Spring Street	100.0	%	Retail	93.6	%		50,000	—	50,000
3040 M Street	100.0	%	Retail	100.0	%		44,000	—	44,000
435 Seventh Avenue	100.0	%	Retail	100.0	%		43,000	—	43,000

________________________________________

See notes on page 28.

26

ITEM 2.     PROPERTIES – CONTINUED

							Square Feet
NEW YORK SEGMENT – CONTINUED Property	% Ownership		Type	% Occupancy			In Service	Under Development or Not Available for Lease	Total Property
692 Broadway	100.0	%	Retail	100.0	%		36,000	—	36,000
606 Broadway	50.0	%	Office / Retail	100.0	%		3,000	31,000	34,000
697-703 Fifth Avenue	74.3	%	Retail	100.0	%		26,000	—	26,000
715 Lexington Avenue	100.0	%	Retail	92.5	%		23,000	—	23,000
1131 Third Avenue	100.0	%	Retail	100.0	%		23,000	—	23,000
40 East 66th Street (5 units)	100.0	%	Retail / Residential	66.7	%	(2)	23,000	—	23,000
131-135 West 33rd Street	100.0	%	Retail	100.0	%		23,000	—	23,000
828-850 Madison Avenue	100.0	%	Retail	94.8	%		14,000	4,000	18,000
443 Broadway	100.0	%	Retail	100.0	%		16,000	—	16,000
334 Canal Street (4 units)	100.0	%	Retail / Residential	100.0	%	(2)	15,000	—	15,000
537 West 26th Street	100.0	%	Retail	n/a			14,000	—	14,000
304 Canal Street (4 units)	100.0	%	Retail / Residential	n/a			13,000	—	13,000
677-679 Madison Avenue (8 units)	100.0	%	Retail / Residential	100.0	%	(2)	13,000	—	13,000
431 Seventh Avenue	100.0	%	Retail	100.0	%		10,000	—	10,000
138-142 West 32nd Street	100.0	%	Retail	67.3	%		8,000	—	8,000
148 Spring Street	100.0	%	Retail	100.0	%		8,000	—	8,000
339 Greenwich Street	100.0	%	Retail	100.0	%		8,000	—	8,000
150 Spring Street (1 unit)	100.0	%	Retail / Residential	63.2	%	(2)	7,000	—	7,000
966 Third Avenue	100.0	%	Retail	100.0	%		7,000	—	7,000
968 Third Avenue (1)	50.0	%	Retail	100.0	%		7,000	—	7,000
488 Eighth Avenue	100.0	%	Retail	100.0	%		6,000	—	6,000
137 West 33rd Street	100.0	%	Retail	100.0	%		3,000	—	3,000
Other (8 units)	100.0	%	Retail / Residential	100.0	%	(2)	22,000	—	22,000
Hotel Pennsylvania	100.0	%	Hotel	n/a			1,400,000	—	1,400,000
Alexander's, Inc.:
731 Lexington Avenue(1)	32.4	%	Office / Retail	99.9	%		1,063,000	—	1,063,000
Rego Park II, Queens(1)	32.4	%	Retail	99.9	%		609,000	—	609,000
Rego Park I, Queens(1)	32.4	%	Retail	43.1	%		343,000	—	343,000
The Alexander Apartment Tower, Queens (312 units)(1)	32.4	%	Residential	95.5	%		255,000	—	255,000
Flushing, Queens(1) (1.0 acre ground leased through 2037)	32.4	%	Retail	100.0	%		167,000	—	167,000
Paramus, New Jersey (30.3 acres ground leased through 2041)(1)	32.4	%	Retail	100.0	%		—	—	—
Total New York Segment				96.7	%		27,876,000	1,791,000	29,667,000
Our Ownership Interest				97.0	%		22,041,000	1,486,000	23,527,000

________________________________________

See notes on page 28.

27

ITEM 2.     PROPERTIES – CONTINUED

						Square Feet
OTHER SEGMENT Property	% Ownership		Type	% Occupancy		In Service	Under Development or Not Available for Lease	Total Property
theMART:
theMART, Chicago	100.0	%	Office / Retail/Showroom	94.8	%	3,675,000	—	3,675,000
Other (2 properties)(1)	50.0	%	Retail	89.5	%	19,000	—	19,000
Total theMART				94.7	%	3,694,000	—	3,694,000
Our Ownership Interest				94.7	%	3,685,000	—	3,685,000
555 California Street:
555 California Street	70.0	%	Office	99.3	%	1,508,000	—	1,508,000
315 Montgomery Street	70.0	%	Office / Retail	100.0	%	235,000	—	235,000
345 Montgomery Street	70.0	%	Office / Retail	n/a		—	78,000	78,000
Total 555 California Street				99.4	%	1,743,000	78,000	1,821,000
Our Ownership Interest				99.4	%	1,220,000	55,000	1,275,000

Vornado Capital Partners Real Estate Fund ("Fund")(3) :
Crowne Plaza Times Square, NY (0.64 acres owned in       fee; 0.18 acres ground leased through 2187 and       0.05 acres ground leased through 2035) (4)	75.3	%	Office / Retail/Hotel	97.6	%		243,000	—	243,000
Lucida, 86th Street and Lexington Avenue, NY (ground leased through 2082) (39 units)	100	%	Retail / Residential	100.0	%	(2)	155,000	—	155,000
501 Broadway, NY	100	%	Retail	100.0	%		9,000	—	9,000
1100 Lincoln Road, Miami, FL	100	%	Retail / Theatre	86.9	%		130,000	—	130,000
Total Real Estate Fund				94.1	%		537,000	—	537,000
Our Ownership Interest				94.5	%		154,000	—	154,000
Other:
Rosslyn Plaza (197 units)(1)	46.2	%	Office / Residential	61.6	%	(2)	685,000	304,000	989,000
Wayne Towne Center, Wayne (ground leased through 2064)	100	%	Retail	100.0	%		671,000	6,000	677,000
Annapolis (ground leased through 2042)	100	%	Retail	100.0	%		128,000	—	128,000
Fashion Centre Mall(1)	7.5	%	Retail	99.6	%		868,000	—	868,000
Washington Tower(1)	7.5	%	Office	100.0	%		170,000	—	170,000
Total Other				92.5	%		2,522,000	310,000	2,832,000
Our Ownership Interest				92.8	%		1,187,000	146,000	1,333,000

________________________________________

(1) Denotes property not consolidated in the accompanying consolidated financial statements and related financial data included in the Annual Report on Form 10-K.

(2) Excludes residential occupancy statistics.

(3) We own a 25% interest in the Fund. The ownership percentage in this section represents the Fund's ownership in the underlying assets.

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

28

NEW YORK

As of December 31, 2018, our New York segment consisted of 27.9 million square feet in 87 properties. The 27.9 million square feet is comprised of 19.9 million square feet of office in 36 properties, 2.6 million square feet of retail in 71 properties, 1,999 units in eleven residential properties, the 1.4 million square foot Hotel Pennsylvania, and our 32.4% interest in Alexander’s, which owns seven properties in the greater New York metropolitan area. The New York segment also includes 10 garages totaling 1.7 million square feet (4,875 spaces) which are managed by, or leased to, third parties.

New York lease terms generally range from five to seven years for smaller tenants to as long as 20 years for major tenants, and may provide for extension options at market rates. Leases typically provide for periodic step‑ups in rent over the term of the lease and pass through to tenants their share of increases in real estate taxes and operating expenses over a base year. Electricity is provided to tenants on a sub-metered basis or included in rent based on surveys and adjusted for subsequent utility rate increases. Leases also typically provide for free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

As of December 31, 2018, the occupancy rate for our New York segment was 97.0%.

Occupancy and weighted average annual rent per square foot (in service):

Office:
			Vornado's Ownership Interest
	As of December 31,	Total Property Square Feet	Square Feet	Occupancy Rate		Weighted Average Annual Rent Per Square Foot
	2018	19,858,000	16,632,000	97.2	%	$	74.04
	2017	20,256,000	16,982,000	97.1	%	71.09
	2016	20,227,000	16,962,000	96.3	%	68.90
	2015	19,918,000	16,734,000	97.1	%	66.42
	2014	18,785,000	15,730,925	97.7	%	65.31
Retail:
			Vornado's Ownership Interest
	As of December 31,	Total Property Square Feet	Square Feet	Occupancy Rate		Weighted Average Annual Rent Per Square Foot
	2018	2,648,000	2,419,000	97.3	%	$	228.43
	2017	2,720,000	2,471,000	96.9	%	217.17
	2016	2,672,000	2,464,000	97.1	%	213.85
	2015	2,596,000	2,396,000	96.1	%	202.72
	2014	2,436,000	2,176,000	96.4	%	173.55

Occupancy and average monthly rent per unit (in service):

Residential:
				Vornado's Ownership Interest
	As of December 31,		Number of Units	Number of Units	Occupancy Rate		Average Monthly Rent Per Unit
	2018		1,999	963	96.6	%	$	3,803
	2017		2,009	981	96.7	%	3,722
	2016	(1)	2,004	977	95.7	%	3,576
	2015		1,711	886	95.0	%	3,495
	2014		1,678	855	95.2	%	3,146

________________________________________

(1) Includes The Alexander Apartment Tower (32.4% ownership) from the date of stabilization in the third quarter of 2016.

29

NEW YORK – CONTINUED

Tenants accounting for 2% or more of revenues:

Tenant	Square Feet Leased	2018 Revenues		Percentage of New York Total Revenues		Percentage of Total Revenues
Swatch Group USA	32,000	$	62,636,000	3.4	%	2.9	%
IPG and affiliates	924,000	59,712,000		3.3	%	2.8	%
Macy's	646,000	42,402,000		2.3	%	2.0	%
AXA Equitable Life Insurance	481,000	41,752,000		2.3	%	1.9	%

2018 rental revenue by tenants’ industry:

Industry	Percentage
Office:
Financial Services	14	%
Advertising/Marketing	8	%
Communications	7	%
Family Apparel	5	%
Technology	5	%
Legal Services	4	%
Insurance	4	%
Real Estate	3	%
Publishing	3	%
Home Entertainment & Electronics	3	%
Government	2	%
Banking	2	%
Engineering, Architect & Surveying	2	%
Health Services	1	%
Pharmaceutical	1	%
Other	7	%
	71	%
Retail:
Women's Apparel	7	%
Family Apparel	7	%
Luxury Retail	6	%
Restaurants	2	%
Banking	1	%
Department Stores	1	%
Discount Stores	1	%
Other	4	%
	29	%
Total	100	%

30

NEW YORK – CONTINUED

Lease expirations as of December 31, 2018, assuming none of the tenants exercise renewal options:

	Number of Expiring Leases	Square Feet of Expiring Leases(1)		Percentage of New York Square Feet	Weighted Average Annual Rent of Expiring Leases
Year					Total		Per Square Foot
Office:
Month to month	12	47,000		0.3%	$	5,010,000	$	106.60
2019	69	627,000		3.9%	41,116,000		65.58		(2)
2020	110	1,240,000		7.8%	86,369,000		69.65
2021	133	1,188,000		7.5%	92,419,000		77.79
2022	82	709,000		4.5%	47,069,000		66.39
2023	87	1,971,000	(3)	12.4%	159,774,000		81.06
2024	98	1,391,000		8.8%	109,744,000		78.90
2025	54	804,000		5.1%	60,228,000		74.91
2026	76	1,236,000		7.8%	93,992,000		76.05
2027	69	1,118,000		7.0%	81,535,000		72.93
2028	54	1,022,000		6.4%	72,762,000		71.20
Retail:
Month to month	20	71,000		3.7%	$	9,355,000	$	131.76
2019	27	103,000		5.4%	26,474,000		257.03		(4)
2020	23	82,000		4.3%	16,051,000		195.74
2021	15	58,000		3.0%	9,589,000		165.33
2022	9	29,000		1.5%	7,207,000		248.52
2023	18	110,000		5.8%	44,107,000		400.97
2024	22	298,000		15.6%	84,487,000		283.51
2025	11	42,000		2.2%	19,220,000		457.62
2026	17	134,000		7.0%	44,523,000		332.26
2027	11	32,000		1.7%	22,719,000		709.97
2028	16	45,000		2.4%	18,457,000		410.16

________________________________________

(1) Excludes storage, vacancy and other.

(2) Based on current market conditions, we expect to re-lease this space at rents between $68 to $78 per square foot.

(3) Excludes 492,000 square feet leased at 909 Third Avenue to the U.S. Post Office through 2038 (including three 5-year renewal options) for which the annual escalated rent is $12.99 per square foot.

(4) Based on current market conditions, we expect to re-lease this space at rents between $250 to $275 per square foot.

Alexander’s

As of December 31, 2018, we own 32.4% of the outstanding common stock of Alexander’s, which owns seven properties in the greater New York metropolitan area aggregating 2.4 million square feet, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg L.P. headquarters building. Alexander’s had $1.16 billion of outstanding debt, net, at December 31, 2018, of which our pro rata share was $376.2 million, none of which is recourse to us.

Hotel Pennsylvania

We own the Hotel Pennsylvania which is located in New York City on Seventh Avenue at 33rd Street in the heart of the Penn District and consists of a hotel portion containing 1,000,000 square feet of hotel space with 1,700 rooms and a commercial portion containing 400,000 square feet of retail and office space.

	Year Ended December 31,
	2018			2017			2016			2015			2014
Hotel Pennsylvania:
Average occupancy rate	86.4		%	87.3		%	84.7		%	90.7		%	92.0		%
Average daily rate	$	138.35		$	139.09		$	134.38		$	147.46		$	162.01
Revenue per available room	119.47			121.46			113.84			133.69			149.04

31

OTHER INVESTMENTS

theMART

As of December 31, 2018, we own the 3.7 million square foot theMART in Chicago, whose largest tenant is Motorola Mobility at 609,000 square feet, the lease of which is guaranteed by Google. theMART is encumbered by a $675,000,000 mortgage loan that bears interest at a fixed rate of 2.70% and matures in September 2021. As of December 31, 2018, theMART had an occupancy rate of 94.7% and a weighted average annual rent per square foot of $48.16.

555 California Street

As of December 31, 2018, we own a 70% controlling interest in a three-building office complex containing 1.8 million square feet, known as the Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district (“555 California Street”). 555 California Street is encumbered by a $558,914,000 mortgage loan that bears interest at a fixed rate of 5.10% and matures in September 2021. As of December 31, 2018, 555 California Street had an occupancy rate of 99.4% and a weighted average annual rent per square foot of $75.60.

Vornado Capital Partners Real Estate Fund (the “Fund”) and Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”)

As of December 31, 2018, we own a 25.0% interest in the Fund, which currently has four investments, one of which is the Crowne Plaza Times Square Hotel in which we also own an additional interest through the Crowne Plaza Joint Venture. We are the general partner and investment manager of the Fund. As of December 31, 2018, these four investments are carried on our consolidated balance sheet at an aggregate fair value of $318,758,000, including the Crowne Plaza Joint Venture. As of December 31, 2018, our share of unfunded commitments was $16,119,000.

ITEM 3.  LEGAL PROCEEDINGS

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

32

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Vornado Realty Trust

Vornado’s common shares are traded on the New York Stock Exchange under the symbol “VNO.”

As of February 1, 2019, there were 935 holders of record of Vornado common shares.

Vornado Realty L.P.

There is no established trading market for the Operating Partnership's Class A units. Class A units that are not held by Vornado may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder.

As of February 1, 2019, there were 984 Class A unitholders of record.

Recent Sales of Unregistered Securities

During 2018, the Operating Partnership issued 915,834 Class A units in connection with equity awards issued pursuant to Vornado’s omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, and consideration received included $19,078,596 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

From time to time, in connection with equity awards granted under our Omnibus Share Plan, we may withhold common shares for tax purposes or acquire common shares as part of the payment of the exercise price. Although we treat these as repurchases for certain financial statement purposes, these withheld or acquired shares are not considered by us as repurchases for this purpose.

Information relating to compensation plans under which Vornado’s equity securities are authorized for issuance is set forth under Part III, Item 12 of this Annual Report on Form 10-K and such information is incorporated by reference herein.

Recent Purchases of Equity Securities

None.

33

Performance Graph

The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, a peer group index. The graph assumes that $100 was invested on December 31, 2013 in our common shares, the S&P 500 Index and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.

	2013		2014		2015		2016		2017		2018
Vornado Realty Trust	$	100	$	136	$	131	$	141	$	135	$	111
S&P 500 Index	100		114		115		129		157		150
The NAREIT All Equity Index	100		128		132		143		155		149

34

ITEM 6.     SELECTED FINANCIAL DATA

Vornado Realty Trust

(Amounts in thousands, except per share amounts)	Year Ended December 31,
	2018			2017				2016			2015				2014
Operating Data:
REVENUES:
Property rentals	$	1,760,205		$	1,714,952			$	1,662,093		$	1,626,866			$	1,460,391
Tenant expense reimbursements	247,128			233,424				221,563			218,739				203,120
Fee and other income	156,387			135,750				120,086			139,890				128,657
Total revenues	2,163,720			2,084,126				2,003,742			1,985,495				1,792,168
EXPENSES:
Operating	963,478			886,596				844,566			824,511				768,341
Depreciation and amortization	446,570			429,389				421,023			379,803				351,583
General and administrative	141,871			150,782				143,643			148,982				130,256
(Benefit) expense from deferred compensation plan liability	(2,480		)	6,932				5,213			111				11,557
Transaction related costs, impairment loss and other	31,320			1,776				9,451			12,511				18,435
Total expenses	1,580,759			1,475,475				1,423,896			1,365,918				1,280,172
Operating income	582,961			608,651				579,846			619,577				511,996
Income (loss) from partially owned entities	9,149			15,200				168,948			(9,947		)		(58,484		)
(Loss) income from real estate fund investments	(89,231		)	3,240				(23,602		)	74,081				163,034
Interest and other investment income, net	17,057			30,861				24,335			27,129				27,012
(Loss) income from deferred compensation plan assets	(2,480		)	6,932				5,213			111				11,557
Interest and debt expense	(347,949		)	(345,654		)		(330,240		)	(309,298		)		(337,360		)
Purchase price fair value adjustment	44,060			—				—			—				—
Net gains on disposition of wholly owned and partially owned assets	246,031			501				160,433			149,417				13,568
Income before income taxes	459,598			319,731				584,933			551,070				331,323
Income tax (expense) benefit	(37,633		)	(42,375		)		(7,923		)	84,849				(9,157		)
Income from continuing operations	421,965			277,356				577,010			635,919				322,166
Income (loss) from discontinued operations	638			(13,228		)		404,912			223,511				686,860
Net income	422,603			264,128				981,922			859,430				1,009,026
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	53,023			(25,802		)		(21,351		)	(55,765		)		(96,561		)
Operating Partnership	(25,672		)	(10,910		)		(53,654		)	(43,231		)		(47,613		)
Net income attributable to Vornado	449,954			227,416				906,917			760,434				864,852
Preferred share dividends	(50,636		)	(65,399		)		(75,903		)	(80,578		)		(81,464		)
Preferred share issuance costs	(14,486		)	—				(7,408		)	—				—
NET INCOME attributable to common shareholders	$	384,832		$	162,017			$	823,606		$	679,856			$	783,388
Per Share Data:
Income from continuing operations, net - basic	$	2.02		$	0.92			$	2.35		$	2.49			$	0.73
Income from continuing operations, net - diluted	2.01			0.91				2.34			2.48				0.72
Net income per common share - basic	2.02			0.85				4.36			3.61				4.18
Net income per common share - diluted	2.01			0.85				4.34			3.59				4.15
Dividends per common share	2.52			2.62			(1)	2.52			2.52			(2)	2.92
Balance Sheet Data:
Total assets	$	17,180,794		$	17,397,934			$	20,814,847		$	21,143,293			$	21,157,980
Real estate, at cost	16,237,883			14,756,295				14,187,820			13,545,295				12,438,940
Accumulated depreciation and amortization	(3,180,175		)	(2,885,283		)		(2,581,514		)	(2,356,728		)		(2,209,778		)
Debt, net	9,836,621			9,729,487				9,446,670			9,095,670				7,557,877
Total equity	5,107,883			5,007,701				7,618,496			7,476,078				7,489,382

____________________

(1) Post spin-off of JBG SMITH Properties (NYSE: JBGS) on July 17, 2017.

(2) Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015.

35

ITEM 6. SELECTED FINANCIAL DATA – CONTINUED

Vornado Realty Trust

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016			2015			2014
Other Data:
Funds From Operations ("FFO")(1):
Net income attributable to common shareholders	$	384,832		$	162,017		$	823,606		$	679,856		$	783,388
FFO adjustments:
Depreciation and amortization of real property	413,091			467,966			531,620			514,085			517,493
Net gains on sale of real estate	(158,138		)	(3,797		)	(177,023		)	(289,117		)	(507,192		)
Real estate impairment losses	12,000			—			160,700			256			26,518
Decrease in fair value of marketable securities	26,453			—			—			—			—
After-tax purchase price fair value adjustment on depreciable real estate	(27,289		)	—			—			—			—
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property	101,591			137,000			154,795			143,960			117,766
Net gains on sale of real estate	(3,998		)	(17,777		)	(2,853		)	(4,513		)	(11,580		)
Real estate impairment losses	—			7,692			6,328			16,758			—
Decrease in fair value of marketable securities	3,882			—			—			—			—
Income tax effect of above adjustments	—			—			—			—			(7,287		)
	367,592			591,084			673,567			381,429			135,718
Noncontrolling interests' share of above adjustments	(22,746		)	(36,420		)	(41,267		)	(22,342		)	(8,073		)
FFO adjustments, net	344,846			554,664			632,300			359,087			127,645
FFO attributable to common shareholders	729,678			716,681			1,455,906			1,038,943			911,033
Convertible preferred share dividends	62			77			86			92			97
Earnings allocated to Out-Performance Plan units	—			1,047			1,591			—			—
FFO attributable to common shareholders plus assumed conversions(1)	$	729,740		$	717,805		$	1,457,583		$	1,039,035		$	911,130

________________________________________

(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 depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by our 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.

36

ITEM 6. SELECTED FINANCIAL DATA – CONTINUED

Vornado Realty L.P.

(Amounts in thousands, except per unit amounts)	Year Ended December 31,
	2018			2017				2016			2015				2014
Operating Data:
REVENUES:
Property rentals	$	1,760,205		$	1,714,952			$	1,662,093		$	1,626,866			$	1,460,391
Tenant expense reimbursements	247,128			233,424				221,563			218,739				203,120
Fee and other income	156,387			135,750				120,086			139,890				128,657
Total revenues	2,163,720			2,084,126				2,003,742			1,985,495				1,792,168
EXPENSES:
Operating	963,478			886,596				844,566			824,511				768,341
Depreciation and amortization	446,570			429,389				421,023			379,803				351,583
General and administrative	141,871			150,782				143,643			148,982				130,256
(Benefit) expense from deferred compensation plan liability	(2,480		)	6,932				5,213			111				11,557
Transaction related costs, impairment loss and other	31,320			1,776				9,451			12,511				18,435
Total expenses	1,580,759			1,475,475				1,423,896			1,365,918				1,280,172
Operating income	582,961			608,651				579,846			619,577				511,996
Income (loss) from partially owned entities	9,149			15,200				168,948			(9,947		)		(58,484		)
(Loss) income from real estate fund investments	(89,231		)	3,240				(23,602		)	74,081				163,034
Interest and other investment income, net	17,057			30,861				24,335			27,129				27,012
(Loss) income from deferred compensation plan assets	(2,480		)	6,932				5,213			111				11,557
Interest and debt expense	(347,949		)	(345,654		)		(330,240		)	(309,298		)		(337,360		)
Purchase price fair value adjustment	44,060			—				—			—				—
Net gains on disposition of wholly owned and partially owned assets	246,031			501				160,433			149,417				13,568
Income before income taxes	459,598			319,731				584,933			551,070				331,323
Income tax (expense) benefit	(37,633		)	(42,375		)		(7,923		)	84,849				(9,157		)
Income from continuing operations	421,965			277,356				577,010			635,919				322,166
Income (loss) from discontinued operations	638			(13,228		)		404,912			223,511				686,860
Net income	422,603			264,128				981,922			859,430				1,009,026
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries	53,023			(25,802		)		(21,351		)	(55,765		)		(96,561		)
Net income attributable to Vornado Realty L.P.	475,626			238,326				960,571			803,665				912,465
Preferred unit distributions	(50,830		)	(65,593		)		(76,097		)	(80,736		)		(81,514		)
Preferred share issuance costs	(14,486		)	—				(7,408		)	—				—
NET INCOME attributable to Class A unitholders	$	410,310		$	172,733			$	877,066		$	722,929			$	830,951
Per Unit Data:
Income from continuing operations, net - basic	$	2.01		$	0.91			$	2.34		$	2.49			$	0.71
Income from continuing operations, net - diluted	2.00			0.90				2.32			2.46				0.70
Net income per Class A unit - basic	2.02			0.84				4.36			3.61				4.17
Net income per Class A unit - diluted	2.00			0.83				4.32			3.57				4.14
Distributions per Class A unit	2.52			2.62			(1)	2.52			2.52			(2)	2.92
Balance Sheet Data:
Total assets	$	17,180,794		$	17,397,934			$	20,814,847		$	21,143,293			$	21,157,980
Real estate, at cost	16,237,883			14,756,295				14,187,820			13,545,295				12,438,940
Accumulated depreciation and amortization	(3,180,175		)	(2,885,283		)		(2,581,514		)	(2,356,728		)		(2,209,778		)
Debt, net	9,836,621			9,729,487				9,446,670			9,095,670				7,557,877
Total equity	5,107,883			5,007,701				7,618,496			7,476,078				7,489,382

________________________________________

(1) Post spin-off of JBG SMITH (NYSE: JBGS) on July 17, 2017.

(2) Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015.

37

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	Page Number
Overview	39
Overview - Leasing activity	46
Critical Accounting Policies	49
Net Operating Income At Share by Segment for the Years Ended December 31, 2018, 2017 and 2016	52
Results of Operations:
Year Ended December 31, 2018 Compared to December 31, 2017	55
Year Ended December 31, 2017 Compared to December 31, 2016	62
Supplemental Information:
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and 2017	69
Three Months Ended December 31, 2018 Compared to December 31, 2017	72
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and September 30, 2018	74
Three Months Ended December 31, 2018 Compared to September 30, 2018	77
Related Party Transactions	79
Liquidity and Capital Resources	80
Financing Activities and Contractual Obligations	81
Certain Future Cash Requirements	83
Cash Flows for the Year Ended December 31, 2018 Compared to December 31, 2017	86
Capital Expenditures for the Year Ended December 31, 2018	88
Capital Expenditures for the Year Ended December 31, 2017	89
Capital Expenditures for the Year Ended December 31, 2016	90
Funds From Operations for the Three Months and Years Ended December 31, 2018 and 2017	91

38

Overview

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2018. All references to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

We own and operate office and retail properties with a concentration in the New York City metropolitan area. In addition, we have a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area, as well as interests in other real estate and related investments.

Our business objective is to maximize Vornado shareholder value, which we measure by the total return provided to our shareholders. Below is a table comparing Vornado’s performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended December 31, 2018:

	Total Return(1)
	Vornado		Office REIT		MSCI
Three-month	(14.2	)%	(11.9	)%	(6.7	)%
One-year	(17.8	)%	(14.5	)%	(4.6	)%
Three-year	(15.6	)%	1.8	%	8.9	%
Five-year	10.6	%	28.5	%	45.6	%
Ten-year	101.8	%	146.7	%	215.5	%

____________________

(1) Past performance is not necessarily indicative of future performance.

We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:

• maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;

• investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;

• acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;

• investing in retail properties in select under-stored locations such as the New York City metropolitan area;

• developing and redeveloping our existing properties to increase returns and maximize value; and

• investing in operating companies that have a significant real estate component.

We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from asset sales and by accessing the public and private capital markets. We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.

We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Item 1A for additional information regarding these factors.

39

Overview - continued

Vornado Realty Trust

Quarter Ended December 31, 2018 Financial Results Summary

Net income attributable to common shareholders for the quarter ended December 31, 2018 was $100,494,000, or $0.53 per diluted share, compared to $27,319,000, or $0.14 per diluted share, for the prior year’s quarter. The quarters ended December 31, 2018 and 2017 include certain items that impact net income attributable to common shareholders, which are listed in the table on page 41. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the quarter ended December 31, 2018 by $49,504,000, or $0.26 per diluted share, and decreased net income attributable to common shareholders for the quarter ended December 31, 2017 by $38,471,000, or $0.20 per diluted share.

Funds From Operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended December 31, 2018 was $210,100,000, or $1.10 per diluted share, compared to $153,151,000, or $0.80 per diluted share, for the prior year’s quarter. The quarters ended December 31, 2018 and 2017 include certain items that impact FFO, which are listed in the table on page 42. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO for the quarter ended December 31, 2018 by $38,673,000, or $0.20 per diluted share and decreased FFO for the quarter ended December 31, 2017 by $33,974,000, or $0.18 per diluted share.

Year Ended December 31, 2018 Financial Results Summary

Net income attributable to common shareholders for the year ended December 31, 2018 was $384,832,000, or $2.01 per diluted share, compared to $162,017,000, or $0.85 per diluted share, for the year ended December 31, 2017. The years ended December 31, 2018 and 2017 include certain items that impact net income attributable to common shareholders, which are listed in the table on page 41. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the year ended December 31, 2018 by $140,938,000, or $0.74 per diluted share, and decreased net income attributable to common shareholders for the year ended December 31, 2017 by $90,847,000, or $0.47 per diluted share.

FFO attributable to common shareholders plus assumed conversions for the year ended December 31, 2018 was $729,740,000, or $3.82 per diluted share, compared to $717,805,000, or $3.75 per diluted share, for the year ended December 31, 2017. The years ended December 31, 2018 and 2017 include certain items that impact FFO, which are listed in the table on page 42. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by $10,980,000 and $4,782,000, or $0.06 and $0.02 per diluted share, for the years ended December 31, 2018 and 2017, respectively.

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Vornado Realty Trust - continued

The following table reconciles the difference between our net income attributable to common shareholders and our net income attributable to common shareholders, as adjusted:

(Amounts in thousands)	For the Three Months Ended December 31,						For the Year Ended December 31,
	2018			2017			2018			2017
Certain (income) expense items that impact net income attributable to common shareholders:
After-tax net gain on sale of 220 Central Park South condominium units	$	(67,336	)	$	—		$	(67,336	)	$	—
After-tax purchase price fair value adjustment related to the increase in ownership of the Farley joint venture	(27,289		)	—			(27,289		)	—
Our share of loss (income) from real estate fund investments (excluding our $4,252 share of One Park Avenue potential additional transfer taxes)	24,366			(529		)	23,749			10,804
Real estate impairment losses (including our share of partially owned entities)	12,000			145			12,000			7,692
Decrease in fair value of marketable securities resulting from a new GAAP accounting standard effective January 1, 2018 (including our share of partially owned entities)	3,733			—			30,335			—
(Income) loss from discontinued operations and sold properties (primarily related to JBG SMITH Properties operating results and transaction costs through July 17, 2017 spin-off and 666 Fifth Avenue Office Condominium operations through August 3, 2018 sale)	(242		)	1,664			5,727			43,615
Tax expense related to the reduction of our taxable REIT subsidiaries deferred tax assets	—			34,800			—			34,800
Net gains on sale of real estate (including our share of partially owned entities)	—			(585		)	(28,104		)	(21,574		)
Net gain on sale of our ownership interests in 666 Fifth Avenue Office Condominium	—			—			(134,032		)	—
Net gain on the repayment of our loan investment in 666 Fifth Avenue Office Condominium	—			—			(7,308		)	—
Our share of potential additional New York City transfer taxes based on a Tax Tribunal interpretation which Vornado is appealing	—			—			23,503			—
Preferred share issuance costs	—			—			14,486			—
Impairment loss on investment in Pennsylvania Real Estate Investment Trust ("PREIT")	—			—			—			44,465
Net gain resulting from Urban Edge Properties ("UE") operating partnership unit issuances	—			—			—			(21,100		)
Net gain on repayment of our Suffolk Downs JV debt investments	—			—			—			(11,373		)
Other	1,996			5,515			4,046			9,900
	(52,772		)	41,010			(150,223		)	97,229
Noncontrolling interests' share of above adjustments	3,268			(2,539		)	9,285			(6,382		)
Total of certain (income) expense items that impact net income attributable to common shareholders	$	(49,504	)	$	38,471		$	(140,938	)	$	90,847

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Vornado Realty Trust - continued

The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:

(Amounts in thousands)	For the Three Months Ended December 31,						For the Year Ended December 31,
	2018			2017			2018			2017
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 Central Park South condominium units	$	(67,336	)	$	—		$	(67,336	)	$	—
Our share of FFO from real estate fund investments (excluding our $4,252 share of One Park Avenue potential additional transfer taxes)	24,366			(529		)	23,749			10,804
FFO from discontinued operations and sold properties (primarily related to JBG SMITH Properties operating results and transaction costs through July 17, 2017 spin-off and 666 Fifth Avenue Office Condominium operations through August 3, 2018 sale)	(242		)	(4,006		)	(2,834		)	(73,240		)
Tax expense related to the reduction of our taxable REIT subsidiaries deferred tax assets	—			34,800			—			34,800
Our share of potential additional New York City transfer taxes based on a Tax Tribunal interpretation which Vornado is appealing	—			—			23,503			—
Preferred share issuance costs	—			—			14,486			—
Net gain on the repayment of our loan investment in 666 Fifth Avenue Office Condominium	—			—			(7,308		)	—
Impairment loss on investment in PREIT	—			—			—			44,465
Net gain resulting from UE operating partnership unit issuances	—			—			—			(21,100		)
Net gain on repayment of our Suffolk Downs JV debt investments	—			—			—			(11,373		)
Other	1,987			5,951			4,033			10,328
	(41,225		)	36,216			(11,707		)	(5,316		)
Noncontrolling interests' share of above adjustments	2,552			(2,242		)	727			534
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(38,673	)	$	33,974		$	(10,980	)	$	(4,782	)

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

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

	Total		New York(1)		theMART			555 California Street
Same store NOI at share % increase (decrease):
Year ended December 31, 2018 compared to December 31, 2017	0.8	%	1.4	%	(12.2	)%	(2)	14.9	%
Year ended December 31, 2017 compared to December 31, 2016	2.7	%	2.7	%	4.2	%	(3)	1.9	%
Three months ended December 31, 2018 compared to December 31, 2017	(6.3	)%	(3.1	)%	(56.6	)%	(2)	16.8	%
Three months ended December 31, 2018 compared to September 30, 2018	(5.3	)%	(1.1	)%	(58.0	)%	(2)	3.8	%
Same store NOI at share - cash basis % increase (decrease):
Year ended December 31, 2018 compared to December 31, 2017	3.9	%	4.3	%	(6.5	)%	(2)	18.1	%
Year ended December 31, 2017 compared to December 31, 2016	11.8	%	11.3	%	7.6	%	(3)	36.0	%
Three months ended December 31, 2018 compared to December 31, 2017	(1.7	)%	1.9	%	(49.8	)%	(2)	15.8	%
Three months ended December 31, 2018 compared to September 30, 2018	(4.2	)%	—	%	(52.9	)%	(2)	5.7	%

________________________________________

		Increase (Decrease)
(1)	Excluding Hotel Pennsylvania, same store NOI at share % increase (decrease):
	Year ended December 31, 2018 compared to December 31, 2017	1.5	%
	Year ended December 31, 2017 compared to December 31, 2016	2.3	%
	Three months ended December 31, 2018 compared to December 31, 2017	(3.0	)%
	Three months ended December 31, 2018 compared to September 30, 2018	(1.7	)%
	Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase (decrease):
	Year ended December 31, 2018 compared to December 31, 2017	4.5	%
	Year ended December 31, 2017 compared to December 31, 2016	11.0	%
	Three months ended December 31, 2018 compared to December 31, 2017	2.1	%
	Three months ended December 31, 2018 compared to September 30, 2018	(0.6	)%

(2) Includes additional real estate tax expense accruals of $15,148,000 and $12,124,000 for the year and three months ended December 31, 2018, respectively, due to an increase in the tax-assessed value of theMART.

(3) The year ended December 31, 2016 includes a $2,000,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI at share increased by 6.4% and same store NOI at share - cash basis increased by 10.0%.

Calculations of same store NOI at share, reconciliations of our net income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.

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Acquisitions

537 West 26th Street

On February 9, 2018, we acquired 537 West 26th Street, a 14,000 square foot commercial property adjacent to our 260 Eleventh Avenue office property, and 55,000 square feet of additional zoning air rights for $44,000,000.

1535 Broadway

On July 30, 2012, we entered into a lease with Host Hotels & Resorts, Inc. (NYSE: HST) (“Host”), under which we redeveloped the retail and signage components of the Marriott Times Square Hotel. We accounted for this lease as a “capital lease” and recorded a $240,000,000 capital lease asset and liability. On September 21, 2018, we acquired the retail condominium from Host for $442,000,000 (inclusive of the $240,000,000 capital lease liability). The original lease transaction provided that we would become the 100% owner through a put/call arrangement, based on a pre-negotiated formula. This transaction satisfies the put/call arrangement. Our 100% fee interest includes 45,000 square feet of retail, the 1,611 seat Marquis Theater and the largest digital sign in New York with a 330 linear foot, 25,000 square foot display.

Farley Office and Retail Building

On October 30, 2018, we increased our ownership interest in the joint venture that is developing the Farley Office and Retail Building to 95.0% from 50.1% by acquiring a 44.9% additional ownership interest from the Related Companies ("Related"). The purchase price was $41,500,000 plus the reimbursement of $33,026,000 of costs funded by Related through October 30, 2018. We consolidate the accounts of the joint venture as of October 30, 2018. In connection therewith, we recorded a net gain of $44,060,000, which is included in "purchase price fair value adjustment" on our consolidated statements of income. As a result of this gain, because we hold our investment in the joint venture through a taxable REIT subsidiary, $16,771,000 of income tax expense was recognized on our consolidated statements of income.

Dispositions

On January 17, 2018, Vornado Capital Partners Real Estate Fund (the "Fund") completed the sale of the retail condominium at 11 East 68th Street, a property located on Madison Avenue and 68th Street, for $82,000,000. From the inception of this investment through its disposition, the Fund realized a $46,259,000 net gain.

On June 21, 2018 we completed the $45,000,000 sale of 27 Washington Square North, which resulted in a net gain of $23,559,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

On August 3, 2018, we completed the sale of our 49.5% interests in the 666 Fifth Avenue Office Condominium. We received net proceeds of $120,000,000 and recognized a financial statement gain of $134,032,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. The gain for tax purposes was approximately $254,000,000. We continue to own all of the 666 Fifth Avenue Retail Condominium encompassing the Uniqlo, Tissot and Hollister stores with 125 linear feet of frontage on Fifth Avenue between 52nd and 53rd Street.Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55,244,000 for the participation we held in the mortgage loan. We recognized a financial statement gain of $7,308,000, which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Financings

Preferred Securities

On January 4 and 11, 2018, we redeemed all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units at their redemption price of $25.00 per share/unit, or $470,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption, and expensed $14,486,000 of previously capitalized issuance costs.

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Financings - continued

Unsecured Term Loan

On October 26, 2018, we extended our $750,000,000 unsecured term loan from October 2020 to February 2024. The interest rate on the extended unsecured term loan was lowered from LIBOR plus 1.15% to LIBOR plus 1.00% (3.52% as of December 31, 2018). In connection with the extension of our unsecured term loan, we entered into an interest rate swap from LIBOR plus 1.00% to a fixed rate of 3.87% through October 2023.

Other Financings

On January 5, 2018, we completed a $100,000,000 refinancing of 33-00 Northern Boulevard (Center Building), a 471,000 square foot office building in Long Island City, New York. The seven-year loan is at LIBOR plus 1.80%, which was swapped to a fixed rate of 4.14%. We realized net proceeds of approximately $37,200,000 after repayment of the existing 4.43%$59,800,000 mortgage and closing costs.

On April 19, 2018, the joint venture between the Fund and the Crowne Plaza Joint Venture completed a $255,000,000 refinancing of the Crowne Plaza Times Square Hotel. The interest-only loan is at LIBOR plus 3.53% (6.00%at December 31, 2018) and matures in May 2020 with threeone-year extension options. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The Crowne Plaza Times Square Hotel was previously encumbered by a $310,000,000 interest-only mortgage at LIBOR plus 2.80%, which was scheduled to mature in December 2018.

On June 11, 2018, the joint venture that owns Independence Plaza, a three-building 1,327 unit residential complex in the Tribeca submarket of Manhattan completed a $675,000,000 refinancing of Independence Plaza. The seven-year interest-only loan matures in July 2025 and has a fixed rate of 4.25%. Our share of net proceeds, after repayment of the existing 3.48%$550,000,000 mortgage and closing costs, was $55,618,000.

On August 9, 2018, we completed a $120,000,000 refinancing of 4 Union Square South, a 206,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.40% (3.75% as of December 31, 2018) and matures in 2025, as extended. The property was previously encumbered by a $113,000,000 mortgage at LIBOR plus 2.15%, which was scheduled to mature in 2019.

On November 16, 2018, we completed a $205,000,000 refinancing of 150 West 34th Street, a 78,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.88% (4.26% as of December 31, 2018) and matures in 2024, as extended. Concurrently, we invested $105,000,000 in a participation in the refinanced mortgage loan, which earns interest at a rate of LIBOR plus 2.00% (4.38% as of December 31, 2018) and also matures in 2024, as extended, and is included in "other assets" on our consolidated balance sheets. The property was previously encumbered by a mortgage of the same amount at LIBOR plus 2.25%, which was scheduled to mature in 2020.

Other Activities

220 Central Park South ("220 CPS")

During the fourth quarter of 2018, we completed the sale of 11 condominium units at 220 CPS for net proceeds aggregating $214,776,000and resulting in a financial statement net gain of$81,224,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $13,888,000 of income tax expense was recognized in our consolidated statements of income and $213,000,000 of the $950,000,000 220 CPS loan was repaid.

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Leasing Activity

The leasing activity and related statistics in the tables 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
	Office			Retail			theMART			555 California Street
Quarter Ended December 31, 2018:
Total square feet leased	479			26			46			—
Our share of square feet leased	415			17			46			—
Initial rent(1)	$	72.97		$	211.34		$	60.73		$	—
Weighted average lease term (years)	7.7			8.2			5.6			—
Second generation relet space:
Square feet	357			7			46			—
GAAP basis:
Straight-line rent(2)	$	67.56		$	228.99		$	61.28		$	—
Prior straight-line rent	$	63.17		$	222.39		$	56.40		$	—
Percentage increase	6.9		%	3.0		%	8.7		%	—		%
Cash basis:
Initial rent(1)	$	67.22		$	219.50		$	60.73		$	—
Prior escalated rent	$	66.41		$	217.08		$	58.87		$	—
Percentage increase	1.2		%	1.1		%	3.2		%	—		%
Tenant improvements and leasing commissions:
Per square foot	$	78.71		$	144.50		$	9.03		$	—
Per square foot per annum:	$	10.22		$	17.62		$	1.61		$	—
Percentage of initial rent	14.0		%	8.3		%	2.7		%	—		%

Year Ended December 31, 2018:
Total square feet leased	1,827			255			243			249
Our share of square feet leased	1,627			236			243			174
Initial rent(1)	$	79.03		$	171.25		$	53.47		$	89.28
Weighted average lease term (years)	9.6			5.5			5.8			10.3
Second generation relet space:
Square feet	1,347			216			232			62
GAAP basis:
Straight-line rent(2)	$	81.57		$	180.01		$	54.11		$	104.06
Prior straight-line rent	$	60.99		$	232.98		$	44.77		$	77.46
Percentage increase (decrease)	33.7		%	(22.7		)%	20.9		%	34.3		%
Cash basis:
Initial rent(1)	$	79.22		$	164.74		$	53.49		$	97.28
Prior escalated rent	$	64.59		$	166.35		$	47.48		$	85.77
Percentage increase (decrease)	22.7		%	(1.0		)%	12.7		%	13.4		%
Tenant improvements and leasing commissions:
Per square foot	$	92.69		$	59.17		$	17.63		$	94.98
Per square foot per annum:	$	9.66		$	10.76		$	3.04		$	9.22
Percentage of initial rent	12.2		%	6.3		%	5.7		%	10.3		%

____________________

See notes on the following page.

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Leasing Activity – continued

(Square feet in thousands)	New York
	Office			Retail			theMART			555 California Street
Year Ended December 31, 2017:
Total square feet leased	1,867			126			345			285
Our share of square feet leased:	1,469			97			345			200
Initial rent(1)	$	78.72		$	318.67		$	47.60		$	88.42
Weighted average lease term (years)	8.1			7.6			6.6			7.2
Second generation relet space:
Square feet	1,018			61			319			152
GAAP basis:
Straight-line rent(2)	$	74.28		$	171.74		$	47.93		$	99.53
Prior straight-line rent	$	65.85		$	135.81		$	38.04		$	80.15
Percentage increase	12.8		%	26.5		%	26.0		%	24.2		%
Cash basis:
Initial rent(1)	$	76.03		$	159.53		$	47.55		$	94.14
Prior escalated rent	$	69.19		$	127.18		$	40.77		$	84.76
Percentage increase	9.9		%	25.4		%	16.6		%	11.1		%
Tenant improvements and leasing commissions:
Per square foot	$	73.97		$	209.76		$	33.86		$	74.38
Per square foot per annum:	$	9.13		$	27.60		$	5.13		$	10.33
Percentage of initial rent	11.6		%	8.7		%	10.8		%	11.7		%

______________________________________

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

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

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Square footage (in service) and Occupancy as of December 31, 2018:

(Square feet in thousands)		Square Feet (in service)
	Number of properties	Total Portfolio	Our Share	Occupancy %
New York:
Office	36	19,858	16,632	97.2	%
Retail (includes retail properties that are in the base of our office properties)	71	2,648	2,419	97.3	%
Residential - 1,687 units	10	1,533	800	96.6	%
Alexander's, including 312 residential units	7	2,437	790	91.4	%
Hotel Pennsylvania	1	1,400	1,400
		27,876	22,041	97.0	%
Other:
theMART	3	3,694	3,685	94.7	%
555 California Street	3	1,743	1,220	99.4	%
Other	10	2,522	1,187	92.8	%
		7,959	6,092
Total square feet at December 31, 2018		35,835	28,133

Square footage (in service) and Occupancy as of December 31, 2017:

(Square feet in thousands)		Square Feet (in service)
	Number of properties	Total Portfolio	Our Share	Occupancy %
New York:
Office	36	20,256	16,982	97.1	%
Retail (includes retail properties that are in the base of our office properties)	71	2,720	2,471	96.9	%
Residential - 1,697 units	11	1,568	835	96.7	%
Alexander's, including 312 residential units	7	2,437	790	99.3	%
Hotel Pennsylvania	1	1,400	1,400
		28,381	22,478	97.2	%
Other:
theMART	3	3,689	3,680	98.6	%
555 California Street	3	1,741	1,219	94.2	%
Other	11	2,525	1,188	93.6	%
		7,955	6,087
Total square feet at December 31, 2017		36,336	28,565

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Critical Accounting Policies

In preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Set forth below is a summary of the accounting policies that we believe are critical to the preparation of our consolidated financial statements. The summary should be read in conjunction with the more complete discussion of our accounting policies included in Note 2 – Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K.

Real Estate

Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets.

Upon the acquisition of real estate we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

As of December 31, 2018 and 2017, the carrying amounts of real estate, net of accumulated depreciation and amortization, were $13.1 billion and $11.9 billion, respectively. As of December 31, 2018 and 2017, the carrying amounts of identified intangible assets (including acquired above-market leases, tenant relationships and acquired in-place leases) were $136,781,000 and $159,260,000, respectively, and the carrying amounts of identified intangible liabilities, a component of “deferred revenue” on our consolidated balance sheets, were $161,594,000 and $205,600,000, respectively.

Our properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

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Critical Accounting Policies - continued

Partially Owned Entities

We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary, or hold a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Investments that do not qualify for consolidation or equity method accounting are accounted for under the cost method.

Investments in partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value below the carrying value and we conclude such decline is other-than-temporary. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. The ultimate realization of our investments in partially owned entities is dependent on a number of factors, including the performance of each investment and market conditions. If our estimates of the projected future cash flows, the nature of development activities for properties for which such activities are planned and the estimated fair value of the investment change based on market conditions or otherwise, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. 

As of December 31, 2018 and 2017, the carrying amounts of investments in partially owned entities were $0.9 billion and $1.1 billion, respectively.

Revenue Recognition

We have the following revenue sources and revenue recognition policies:

• Base rent is revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease.

• Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when rooms are occupied. Food and beverage and banquet revenue are recognized when the services have been transferred.

• Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows.

• Operating expense reimbursements is revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the common areas of our properties. Revenue is generally recognized in the same period as the related expenses are incurred.

• Tenant services is revenue arising from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred.

50

Critical Accounting Policies - continued

Revenue Recognition - continued

• Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities, and includes Building Maintenance Service (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred. Fee and other income also includes lease termination fee income which is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term.

Before we recognize revenue, we assess, among other things, its collectability. If our assessment of the collectability of revenue changes, the impact on our consolidated financial statements could be material.

Income Taxes

Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100% of its taxable income and therefore, no provision for Federal income taxes is required. If Vornado fails to distribute the required amount of income to its shareholders, or fails to meet other REIT requirements, it may fail to qualify as a REIT which may result in substantial adverse tax consequences.

Recent Accounting Pronouncements

See Note 2 – Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning recent accounting pronouncements.

51

Net Operating Income At Share by Segment for the Years Ended December 31, 2018, 2017 and 2016

NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a summary of NOI at share and NOI at share - cash basis by segment for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			New York			Other
Total revenues	$	2,163,720		$	1,836,036		$	327,684
Operating expenses	963,478			806,464			157,014
NOI - consolidated	1,200,242			1,029,572			170,670
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(48,490		)	(22,696		)
Add: Our share of NOI from partially owned entities	253,564			195,908			57,656
NOI at share	1,382,620			1,176,990			205,630
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(45,427		)	723
NOI at share - cash basis	$	1,337,916		$	1,131,563		$	206,353

(Amounts in thousands)	For the Year Ended December 31, 2017
	Total			New York			Other
Total revenues	$	2,084,126		$	1,779,307		$	304,819
Operating expenses	886,596			756,670			129,926
NOI - consolidated	1,197,530			1,022,637			174,893
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(65,311		)	(45,899		)	(19,412		)
Add: Our share of NOI from partially owned entities	269,164			189,327			79,837
NOI at share	1,401,383			1,166,065			235,318
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(86,842		)	(79,202		)	(7,640		)
NOI at share - cash basis	$	1,314,541		$	1,086,863		$	227,678

(Amounts in thousands)	For the Year Ended December 31, 2016
	Total			New York			Other
Total revenues	$	2,003,742		$	1,713,374		$	290,368
Operating expenses	844,566			716,754			127,812
NOI - consolidated	1,159,176			996,620			162,556
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(66,182		)	(47,480		)	(18,702		)
Add: Our share of NOI from partially owned entities	271,114			159,386			111,728
NOI at share	1,364,108			1,108,526			255,582
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(170,477		)	(143,239		)	(27,238		)
NOI at share - cash basis	$	1,193,631		$	965,287		$	228,344

52

Net Operating Income At Share by Segment for the Years Ended December 31, 2018, 2017 and 2016 - continued

The elements of our New York and Other NOI at share for the years ended December 31, 2018, 2017 and 2016 are summarized below.

(Amounts in thousands)	For the Year Ended December 31,
	2018		2017		2016
New York:
Office	$	743,001	$	721,183	$	662,221
Retail	353,425		359,944		364,953
Residential	23,515		24,370		25,060
Alexander's	45,133		47,302		47,295
Hotel Pennsylvania	11,916		13,266		8,997
Total New York	1,176,990		1,166,065		1,108,526
Other:
theMART(1)	90,929		102,339		98,498
555 California Street	54,691		47,588		45,848
Other investments(2)	60,010		85,391		111,236
Total Other	205,630		235,318		255,582
NOI at share	$	1,382,620	$	1,401,383	$	1,364,108

________________________________________

(1) The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

(2) The years ended December 31, 2018, 2017 and 2016 include $12,145, $20,636 and $25,004, respectively from 666 Fifth Avenue Office Condominium (sold on August 3, 2018). The years ended December 31, 2017 and 2016 include $6,960 and $5,621, respectively from India real estate ventures which were sold in 2017.

The elements of our New York and Other NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016 are summarized below.

(Amounts in thousands)	For the Year Ended December 31,
	2018		2017		2016
New York:
Office	$	726,108	$	678,839	$	593,785
Retail	324,219		324,318		292,019
Residential	22,076		21,626		22,285
Alexander's	47,040		48,683		48,070
Hotel Pennsylvania	12,120		13,397		9,128
Total New York	1,131,563		1,086,863		965,287
Other:
theMART(1)	94,070		99,242		92,571
555 California Street	53,488		45,281		32,601
Other investments(2)	58,795		83,155		103,172
Total Other	206,353		227,678		228,344
NOI at share - cash basis	$	1,337,916	$	1,314,541	$	1,193,631

________________________________________

(1) The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

(2) The years ended December 31, 2018, 2017 and 2016 include $12,025, $20,853 and $22,388, respectively from 666 Fifth Avenue Office Condominium (sold on August 3, 2018). The years ended December 31, 2017 and 2016 include $6,960 and $5,621, respectively from India real estate ventures which were sold in 2017.

53

Reconciliation of Net Income to Net Operating Income At Share and Net Operating Income At Share - Cash Basis for the Years Ended December 31, 2018, 2017 and 2016

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net income	$	422,603		$	264,128		$	981,922
Deduct:
Income from partially owned entities	(9,149		)	(15,200		)	(168,948		)
Loss (income) from real estate fund investments	89,231			(3,240		)	23,602
Interest and other investment income, net	(17,057		)	(30,861		)	(24,335		)
Net gains on disposition of wholly owned and partially owned assets	(246,031		)	(501		)	(160,433		)
Purchase price fair value adjustment	(44,060		)	—			—
(Income) loss from discontinued operations	(638		)	13,228			(404,912		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(65,311		)	(66,182		)
Add:
Depreciation and amortization expense	446,570			429,389			421,023
General and administrative expense	141,871			150,782			143,643
Transaction related costs, impairment loss and other	31,320			1,776			9,451
Our share of NOI from partially owned entities	253,564			269,164			271,114
Interest and debt expense	347,949			345,654			330,240
Income tax expense	37,633			42,375			7,923
NOI at share	1,382,620			1,401,383			1,364,108
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(86,842		)	(170,477		)
NOI at share - cash basis	$	1,337,916		$	1,314,541		$	1,193,631

Net Operating Income At Share by Region

Below is a summary of the percentages of NOI at share by geographic region for the year ended December 31, 2018, 2017 and 2016 .

	For the Year Ended December 31,
	2018		2017		2016
Region:
New York City metropolitan area	89	%	89	%	89	%
Chicago, IL	7	%	8	%	8	%
San Francisco, CA	4	%	3	%	3	%
	100	%	100	%	100	%

54

Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017

Revenues

Our revenues, which consist of propertyrentals, tenant expense reimbursements, and fee and other income, were $2,163,720,000 in the year ended December 31, 2018 compared to $2,084,126,000 in the prior year, an increase of $79,594,000. Below are the details of the increase by segment:

(Amounts in thousands)
Increase (decrease) due to:	Total			New York				Other
Property rentals:
Acquisitions, dispositions and other	$	362		$	362			$	—
Development and redevelopment	(4,930		)	(5,298		)		368
Hotel Pennsylvania	4,542			4,542				—
Trade shows	522			—				522
Same store operations	44,757			29,403				15,354
	45,253			29,009				16,244
Tenant expense reimbursements:
Acquisitions, dispositions and other	97			97				—
Development and redevelopment	379			(24		)		403
Same store operations	13,228			10,702				2,526
	13,704			10,775				2,929
Fee and other income:
BMS cleaning fees	16,214			18,102			(1)	(1,888		)
Management and leasing fees	3,237			3,604				(367		)
Lease termination fees	(6,027		)	(7,097		)		1,070
Other income	7,213			2,336				4,877
	20,637			16,945				3,692
Total increase in revenues	$	79,594		$	56,729			$	22,865

________________________________________

(1) Primarily due to an increase in third party cleaning fees for services provided to JBGS, Skyline Properties and tenants at theMART.

55

Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative, (benefit) expense from deferred compensation plan liability, and transaction related costs, impairment loss and other, were $1,580,759,000 in the year ended December 31, 2018 compared to $1,475,475,000 in the prior year, an increase of $105,284,000. Below are the details of the increase by segment:

(Amounts in thousands)
Increase (decrease) due to:	Total				New York				Other
Operating:
Acquisitions, dispositions and other	$	671			$	671			$	—
Development and redevelopment	(98		)		(1,312		)		1,214
Non-reimbursable expenses, including bad debt reserves	1,269				790				479
Hotel Pennsylvania	5,816				5,816				—
Trade shows	(73		)		—				(73		)
BMS expenses	13,439				15,327			(1)	(1,888		)
Same store operations	55,858				28,502				27,356			(2)
	76,882				49,794				27,088
Depreciation and amortization:
Acquisitions, dispositions and other	(1,876		)		(1,876		)		—
Development and redevelopment	4,381				4,376				5
Same store operations	14,676				11,944				2,732
	17,181				14,444				2,737
General and administrative	(8,911		)	(3)	95				(9,006		)
Benefit from deferred compensation plan liability	(9,412		)		—				(9,412		)
Transaction related costs, impairment loss and other	29,544				25,103			(4)	4,441
Total increase in expenses	$	105,284			$	89,436			$	15,848

____________________

(1) Primarily due to an increase in third party cleaning fees for services provided to JBGS, Skyline Properties and tenants at theMART.

(2) Primarily due to additional real estate tax expense accrual of $15,148 due to an increase in the tax-assessed value of theMART in December 2018.

(3) Primarily due to higher capitalized development payroll in 2018.

(4) Due to a $13,103 potential additional New York City real property transfer tax payment (“Transfer Tax”), which we are contesting, related to the December 2012 acquisition of Independence Plaza and a $12,000 non-cash impairment loss.

56

Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued

Income from Partially Owned Entities

Below are the components of income from partially owned entities for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	For the Year Ended December 31,
		2018			2017
Our share of net income (loss):
Alexander's(1)	32.4%	$	15,045		$	31,853
UE(2)	4.5%	4,460			27,328
Partially owned office buildings(3)	Various	(3,085		)	2,109
PREIT(4)	7.9%	(3,015		)	(53,325		)
Other investments(5)	Various	(4,256		)	7,235
		$	9,149		$	15,200

____________________

(1) 2018 includes (i) our $7,708 share of Alexander's potential additional Transfer Tax, (ii) our $3,882 share of expense related to the decrease in fair value of marketable securities held by Alexander’s and (iii) our $1,085 share of a non-cash straight-line rent write-off adjustment related to Sears Roebuck and Co. which filed for Chapter 11 bankruptcy relief and (iv) our $518 share of Alexander’s litigation expense due to a settlement. 

(2) 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances.

(3) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of potential additional Transfer Tax related to the March 2011 acquisition of One Park Avenue.

(4) 2017 includes a $44,465 non-cash impairment loss.

(5) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2018 and 2017, we recognized net losses of $4,873 and $25,414, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense.

(Loss) Income from Real Estate Fund Investments

Below are the components of the loss from our real estate fund investments for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Net investment income	$	6,105		$	18,507
Net unrealized loss on held investments	(83,794		)	(25,807		)
Net realized (loss) gain on exited investments	(912		)	36,078
Previously recorded unrealized gain on exited investment	—			(25,538		)
Transfer Tax	(10,630		)	—
(Loss) income from real estate fund investments	(89,231		)	3,240
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	61,230			(14,044		)
Loss from real estate fund investments attributable to the Operating Partnership (includes $4,252 of loss related to One Park Avenue potential additional transfer taxes and reduction in carried interest for the year ended December 31, 2018)	(28,001		)	(10,804		)
Less loss attributable to noncontrolling interests in the Operating Partnership	1,732			673
Loss from real estate fund investments attributable to Vornado	$	(26,269	)	$	(10,131	)

57

Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued

Interest and Other Investment Income, net

Below are the components of interest and other investment, net for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Decrease in fair value of marketable securities(1)	$	(26,453	)	$	—
Interest on cash and cash equivalents and restricted cash	15,827			8,171
Dividends on marketable securities	13,339			13,276
Interest on loans receivable(2)	10,298			4,352
Other, net	4,046			5,062
	$	17,057		$	30,861

____________________

(1) On January 1, 2018, we adopted ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which requires changes in the fair value of our marketable securities to be recorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in "accumulated other comprehensive income" on our consolidated balance sheets.

(2) Includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us for the year ended December 31, 2018.

Interest and Debt Expense

Interest and debt expense was $347,949,000 in the year ended December 31, 2018, compared to $345,654,000 in the prior year, an increase of $2,295,000. This increase was primarily due to (i) $25,036,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, and (ii) $9,753,000 of higher interest expense on our $750,000,000 delayed draw term loan which was fully drawn in October 2017, partially offset by (iii) $24,935,000 higher capitalized interest and debt expense and (iv) $6,475,000 lower capital lease interest, resulting from our acquisition of the retail at 1535 Broadway and termination of the existing capital lease structure.

Purchase Price Fair Value Adjustment

The purchase price fair value adjustment of $44,060,000 in the year ended December 31, 2018 represents the difference between the estimated fair market value and the book basis of our 50.1% interest in the joint venture that is developing the Farley Office and Retail Building as a result of our increased ownership in the joint venture to 95.0% from 50.1%.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

The net gains of $246,031,000 in the year ended December 31, 2018, resulted primarily from the (i) $134,032,000 net gain on sale of our 49.5% interests in 666 Fifth Avenue Office Condominium, (ii) $81,224,000 net gain on sales of 220 CPS condominium units, (iii) $23,559,000 net gain on sale of 27 Washington Square North, and (iv) $7,308,000 net gain from repayment of our interest on the mortgage loan on 666 Fifth Avenue Office Condominium.

Income Tax Expense

In the year ended December 31, 2018, we had an income tax expense of $37,633,000, compared to $42,375,000 in the prior year, a decrease of $4,742,000. This decrease resulted primarily from(i)$34,800,000 of expense in the year ended December 31, 2017 due to the reduction of our taxable REIT subsidiaries' deferred tax assets based on the decrease in corporate tax rates under the December 22, 2017 Tax Cuts and Jobs Act, partially offset by (ii) $16,771,000 of income tax expense in the year ended December 31, 2018 due to the $44,060,000 purchase price fair value adjustment recognized as a result of our increased ownership in the joint venture that is developing the Farley Office and Retail Building, and (iii) $13,888,000 of income tax expense in the year ended December 31, 2018 on the sale of 220 CPS condominium units.

58

Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued

Income (Loss) from Discontinued Operations

We have reclassified the revenues and expenses of our former Washington, DC segment, which was spun off on July 17, 2017, and other related retail assets that were sold to “income (loss) from discontinued operations” and the related assets and liabilities to “other assets” and “other liabilities” for all the periods presented in the accompanying financial statements. The table below sets forth the combined results of assets related to discontinued operations for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018		2017
Total revenues	$	1,114	$	261,290
Total expenses	1,094		212,169
	20		49,121
Net gains on sale of real estate, a lease position and other	618		6,605
JBGS spin-off transaction costs	—		(68,662		)
Income from partially-owned entities	—		435
Pretax income (loss) from discontinued operations	638		(12,501		)
Income tax expense	—		(727		)
Income (loss) from discontinued operations	$	638	$	(13,228	)

Net Loss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net loss attributable to noncontrolling interests in consolidated subsidiaries was $53,023,000 in the year ended December 31, 2018, compared to net income of $25,802,000in the prior year, a decrease in net income of $78,825,000. This decrease resulted primarily from lower net income allocated to the noncontrolling interests of our real estate fund investments.

Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)

Net income attributable to noncontrolling interests in the Operating Partnership was $25,672,000 in the year ended December 31, 2018, compared to $10,910,000 in the prior year, an increase of $14,762,000. This increase resulted primarily from higher net income subject to allocation to unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $50,636,000 in the year ended December 31, 2018, compared to $65,399,000 in the prior year, a decrease of $14,763,000. The decrease is comprised of $30,651,000 of savings from the redemption of all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares in January 2018, partially offset by a $15,888,000 increase due to the issuance of 5.25% Series M cumulative redeemable preferred shares in December 2017.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $50,830,000 in the year ended December 31, 2018, compared to $65,593,000 in the prior year, a decrease of $14,763,000. The decrease is comprised of $30,651,000 of savings from the redemption of all the outstanding 6.625% Series G and Series I cumulative redeemable preferred units in January 2018, partially offset by a $15,888,000 increase due to the issuance of 5.25% Series M cumulative redeemable preferred units in December 2017.

Preferred Share/Unit Issuance Costs

In the year ended December 31, 2018, we recognized preferred share/unit issuance costs of $14,486,000 representing the write-off of issuance costs upon the redemption of all the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units in January 2018.

59

Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued

Same Store Net Operating Income At Share

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

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2018 compared to December 31, 2017.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share for the year ended December 31, 2018		$	1,382,620		$	1,176,990			$	90,929			$	54,691		$	60,010
	Less NOI at share from:
	Acquisitions	(1,534		)	(1,385		)		(149		)		—			—
	Dispositions	(351		)	(351		)		—				—			—
	Development properties	(38,477		)	(38,477		)		—				—			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	2,301			3,025				(724		)		—			—
	Other non-operating income, net	(62,732		)	(2,722		)		—				—			(60,010		)
Same store NOI at share for the year ended December 31, 2018		$	1,281,827		$	1,137,080			$	90,056			$	54,691		$	—
NOI at share for the year ended December 31, 2017		$	1,401,383		$	1,166,065			$	102,339			$	47,588		$	85,391
	Less NOI at share from:
	Acquisitions	36			(164		)		200				—			—
	Dispositions	(1,532		)	(1,532		)		—				—			—
	Development properties	(37,307		)	(37,307		)		—				—			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(2,976		)	(2,957		)		(19		)		—			—
	Other non-operating income, net	(88,017		)	(2,626		)		—				—			(85,391		)
Same store NOI at share for the year ended December 31, 2017		$	1,271,587		$	1,121,479			$	102,520			$	47,588		$	—
Increase (decrease) in same store NOI at share for the year ended December 31, 2018 compared to December 31, 2017		$	10,240		$	15,601			$	(12,464	)		$	7,103		$	—
% increase (decrease) in same store NOI at share		0.8		%	1.4		%	(1)	(12.2		)%	(2)	14.9		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share increased by 1.5%.

(2) The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

60

Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued

Same Store Net Operating Income At Share - continued

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2018 compared to December 31, 2017.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share - cash basis for the year ended December 31, 2018		$	1,337,916		$	1,131,563			$	94,070			$	53,488		$	58,795
	Less NOI at share - cash basis from:
	Acquisitions	(1,235		)	(1,086		)		(149		)		—			—
	Dispositions	(287		)	(287		)		—				—			—
	Development properties	(42,264		)	(42,264		)		—				—			—
	Lease termination income	(2,105		)	(1,163		)		(942		)		—			—
	Other non-operating income, net	(61,515		)	(2,720		)		—				—			(58,795		)
Same store NOI at share - cash basis for the year ended December 31, 2018		$	1,230,510		$	1,084,043			$	92,979			$	53,488		$	—
NOI at share - cash basis for the year ended December 31, 2017		$	1,314,541		$	1,086,863			$	99,242			$	45,281		$	83,155
	Less NOI at share - cash basis from:
	Acquisitions	137			(63		)		200				—			—
	Dispositions	(1,078		)	(1,078		)		—				—			—
	Development properties	(38,211		)	(38,211		)		—				—			—
	Lease termination income	(4,958		)	(4,927		)		(31		)		—			—
	Other non-operating income, net	(86,501		)	(3,346		)		—				—			(83,155		)
Same store NOI at share - cash basis for the year ended December 31, 2017		$	1,183,930		$	1,039,238			$	99,411			$	45,281		$	—
Increase (decrease) in same store NOI at share - cash basis for the year ended December 31, 2018 compared to December 31, 2017		$	46,580		$	44,805			$	(6,432	)		$	8,207		$	—
% increase (decrease) in same store NOI at share - cash basis		3.9		%	4.3		%	(1)	(6.5		)%	(2)	18.1		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 4.5%.

(2) The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

61

Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016

Revenues

Our revenues, which consist of property rentals, tenant expense reimbursements, and fee and other income, were $2,084,126,000 in the year ended December 31, 2017 compared to $2,003,742,000 in the prior year, an increase of $80,384,000. Below are the details of the increase by segment:

(Amounts in thousands)
Increase (decrease) due to:	Total			New York				Other
Property rentals:
Acquisitions, dispositions and other	$	9,455		$	9,229		(1)	$	226
Development and redevelopment	824			(93		)		917
Hotel Pennsylvania	7,974			7,974			(2)	—
Trade shows	(634		)	—				(634		)
Same store operations	35,240			25,066				10,174
	52,859			42,176				10,683
Tenant expense reimbursements:
Acquisitions, dispositions and other	(2,663		)	(2,663		)		—
Development and redevelopment	705			(75		)		780
Same store operations	13,819			11,320				2,499
	11,861			8,582				3,279
Fee and other income:
BMS cleaning fees	10,718			13,374			(3)	(2,656		)
Management and leasing fees	1,843			1,068				775
Lease termination fees	(599		)	250				(849		)
Other income	3,702			483				3,219
	15,664			15,175				489
Total increase in revenues	$	80,384		$	65,933			$	14,451

________________________________________

(1) Primarily due to (i) $20,515 from the write-off of straight-line rents recorded in 2016, partially offset by (ii) $5,050 from the partial sale of 7 West 34th Street in May 2016 and (iii) $7,834 from the write-off of straight-line receivables and acquired below-market leases, net, recorded in 2017.

(2) Average occupancy and revenue per available room were 87.3% and $121.46, respectively, for 2017 as compared to 84.7% and $113.84, respectively, for 2016.

(3) Primarily due to an increase in third party cleaning agreements for services provided to JBGS, Skyline Properties and tenants at theMART.

62

Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative, expense from deferred compensation plan liability, and transaction related costs and other, were $1,475,475,000 in the year ended December 31, 2017 compared to $1,423,896,000 in the prior year, an increase of $51,579,000. Below are the details of the increase by segment:

(Amounts in thousands)
Increase (decrease) due to:	Total				New York				Other
Operating:
Acquisitions, dispositions and other	$	(2,978	)		$	(2,978	)		$	—
Development and redevelopment	69				119				(50		)
Non-reimbursable expenses, including bad debt reserves	(3,940		)		(4,109		)		169
Hotel Pennsylvania	3,721				3,721				—
Trade shows	(1,222		)		—				(1,222		)
BMS expenses	15,368				12,835			(1)	2,533
Same store operations	31,012				30,328				684
	42,030				39,916				2,114
Depreciation and amortization:
Acquisitions, dispositions and other	2,227				2,227				—
Development and redevelopment	2,752				3,182				(430		)
Same store operations	3,387				(1,503		)		4,890
	8,366				3,906				4,460
General and administrative	7,139			(2)	4,333				2,806
Expense on deferred compensation plan liability	1,719				—				1,719
Transaction related costs and other	(7,675		)		—				(7,675		)
Total increase in expenses	$	51,579			$	48,155			$	3,424

________________________________________

(1) Primarily due to an increase in third party cleaning agreements for services provided to JBGS, Skyline Properties and tenants at theMART.

(2) Primarily due to lower capitalized leasing and development payroll for consolidated projects in 2017 and higher franchise tax in 2017.

63

Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued

Income from Partially Owned Entities

Below are the components of income from partially owned entities for the years ended December 31, 2017 and 2016. 

(Amounts in thousands)	Percentage Ownership at December 31, 2017	Year Ended December 31,
		2017			2016
Our share of net (loss) income:
PREIT(1)	8.0%	$	(53,325	)	$	(5,213	)
Alexander's	32.4%	31,853			34,240
UE(2)	4.5%	27,328			5,839
Partially owned office buildings(3)	Various	2,109			5,773
Other investments(4)	Various	7,235			128,309
		$	15,200		$	168,948

____________________

(1) 2017 includes a $44,465 non-cash impairment loss.

(2) 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances.

(3) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue (in 2017 only) and others.

(4) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 85 Tenth Avenue (in 2016 only), 666 Fifth Avenue Office Condominium and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2017 and 2016, we recognized net losses of $25,414 and $41,532, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. In 2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55% $625,000 refinancing of the property and we received net proceeds of $191,779 in repayment of our existing loans and preferred equity investments. We recognized $160,843 of income as a result of this transaction.

Loss from Real Estate Fund Investments

Below are the components of the loss from our real estate fund investments for the years ended December 31, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2017			2016
Net investment income	$	18,507		$	17,053
Net realized gain on exited investments	36,078			14,761
Net unrealized loss on held investments	(25,807		)	(41,162		)
Previously recorded unrealized gain on exited investment	(25,538		)	(14,254		)
Income (loss) from real estate fund investments	3,240			(23,602		)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries	(14,044		)	2,560
Loss from real estate fund investments attributable to the Operating Partnership	(10,804		)	(21,042		)
Less loss attributable to noncontrolling interests in the Operating Partnership	673			1,270
Loss from real estate fund investments attributable to Vornado	$	(10,131	)	$	(19,772	)

64

Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued

Interest and Other Investment Income, net

Below are the components of interest and other investment, net for the years ended December 31, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2017		2016
Dividends on marketable securities	$	13,276	$	13,135
Interest on cash and cash equivalents and restricted cash	8,171		3,622
Interest on loans receivable	4,352		3,890
Other, net	5,062		3,688
	$	30,861	$	24,335

Interest and Debt Expense

Interest and debt expense was $345,654,000 in the year ended December 31, 2017, compared to $330,240,000 in the prior year, an increase of $15,414,000. This increase was primarily due to (i) $19,887,000 of higher interest expense relating to our variable rate loans, (ii) $9,409,000 of higher interest expense from the refinancing of 350 Park Avenue and the $750,000,000 drawn on our $750,000,000 delayed draw term loan, (iii) $7,052,000 of higher interest expense from the 1535 Broadway capital lease obligation, (iv) $4,836,000 of interest expense relating to the December 27, 2017 prepayment of our $450,000,000 aggregate principal amount of 2.50% senior unsecured notes due 2019, partially offset by (v) $17,888,000 of higher capitalized interest and debt expense, and (vi) $8,626,000 of interest savings from the refinancing of theMART.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

The net gain of $501,000 in the year ended December 31, 2017, resulted from the sale of residential condominiums. The net gain of $160,433,000 in the prior year primarily consists of a $159,511,000 net gain on sale of our 47% ownership interest in 7 West 34th Street and $714,000 from the sale of residential condominiums.

Income Tax Expense

In the year ended December 31, 2017, we had an income tax expense of $42,375,000, compared to $7,923,000 in the prior year, an increase of $34,452,000. This increase resulted primarily from the $34,800,000 of expense due to the reduction of our taxable REIT subsidiaries' deferred tax assets based on the decrease in corporate tax rates under the December 22, 2017 Tax Cuts and Jobs Act.

65

Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued

(Loss) Income from Discontinued Operations

We have reclassified the revenues and expenses of our former Washington, DC segment which was spun off on July 17, 2017, and other related retail assets that were sold to “income (loss) from discontinued operations” and the related assets and liabilities to “other assets” and “other liabilities” for all the periods presented in the accompanying financial statements. The table below sets forth the combined results of assets related to discontinued operations for the years ended December 31, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2017			2016
Total revenues	$	261,290		$	521,084
Total expenses	212,169			442,032
	49,121			79,052
JBGS spin-off transaction costs	(68,662		)	(16,586		)
Net gains on sale of real estate, a lease position and other	6,605			20,376
Income (loss) from partially-owned entities	435			(3,559		)
Net gain on early extinguishment of debt	—			487,877
Impairment losses	—			(161,165		)
Pretax (loss) income from discontinued operations	(12,501		)	405,995
Income tax expense	(727		)	(1,083		)
(Loss) income from discontinued operations	$	(13,228	)	$	404,912

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $25,802,000 in the year ended December 31, 2017, compared to $21,351,000 in the prior year, an increase of $4,451,000. This increase resulted primarily from higher net income allocated to the noncontrolling interests of our real estate fund investments.

Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)

Net income attributable to noncontrolling interests in the Operating Partnership was $10,910,000 in the year ended December 31, 2017, compared to $53,654,000 in the prior year, a decrease of $42,744,000. This decrease resulted primarily from lower net income subject to allocation to unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $65,399,000 in the year ended December 31, 2017, compared to $75,903,000 in the prior year, a decrease of $10,504,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $65,593,000 in the year ended December 31, 2017, compared to $76,097,000 in the prior year, a decrease of $10,504,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred units on September 1, 2016.

Preferred Share/Unit Issuance Costs

In the year ended December 31, 2016, we recognized a $7,408,000 expense in connection with the write-off of issuance costs upon redeeming all of the outstanding 6.875% Series J cumulative redeemable preferred shares/units on September 1, 2016.

66

Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued

Same Store Net Operating Income At Share

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

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2017 compared to December 31, 2016.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share for the year ended December 31, 2017		$	1,401,383		$	1,166,065			$	102,339			$	47,588		$	85,391
	Less NOI at share from:
	Acquisitions	(19,863		)	(20,027		)		164				—			—
	Dispositions	(698		)	(698		)		—				—			—
	Development properties	816			816				—				—			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(1,993		)	(1,973		)		(20		)		—			—
	Other non-operating income, net	(87,694		)	(2,303		)		—				—			(85,391		)
Same store NOI at share for the year ended December 31, 2017		$	1,291,951		$	1,141,880			$	102,483			$	47,588		$	—
NOI at share for the year ended December 31, 2016		$	1,364,108		$	1,108,526			$	98,498			$	45,848		$	111,236
	Less NOI at share from:
	Acquisitions	(60		)	(60		)		—				—			—
	Dispositions	(3,107		)	(3,107		)		—				—			—
	Development properties	1,161			82				—				1,079			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	10,164			10,559				(157		)		(238		)	—
	Other non-operating income, net	(114,846		)	(3,610		)		—				—			(111,236		)
Same store NOI at share for the year ended December 31, 2016		$	1,257,420		$	1,112,390			$	98,341			$	46,689		$	—
Increase in same store NOI at share for the year ended December 31, 2017 compared to December 31, 2016		$	34,531		$	29,490			$	4,142			$	899		$	—
% increase in same store NOI at share		2.7		%	2.7		%	(1)	4.2		%	(2)	1.9		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share increased by 2.3%.

(2) The year ended December 31, 2016 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI at share increased by 6.4%.

67

Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued

Same Store Net Operating Income At Share - continued

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART,555 California Street and other investments for the year ended December 31, 2017 compared to December 31, 2016.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share - cash basis for the year ended December 31, 2017		$	1,314,541		$	1,086,863			$	99,242			$	45,281		$	83,155
	Less NOI at share - cash basis from:
	Acquisitions	(17,053		)	(17,217		)		164				—			—
	Dispositions	(698		)	(698		)		—				—			—
	Development properties	814			814				—				—			—
	Lease termination income	(4,958		)	(4,927		)		(31		)		—			—
	Other non-operating income, net	(86,176		)	(3,021		)		—				—			(83,155		)
Same store NOI at share - cash basis for the year ended December 31, 2017		$	1,206,470		$	1,061,814			$	99,375			$	45,281		$	—
NOI at share - cash basis for the year ended December 31, 2016		$	1,193,631		$	965,287			$	92,571			$	32,601		$	103,172
	Less NOI at share - cash basis from:
	Acquisitions	(13		)	(13		)		—				—			—
	Dispositions	(2,219		)	(2,219		)		—				—			—
	Development properties	1,368			289				—				1,079			—
	Lease termination income	(7,917		)	(7,272		)		(248		)		(397		)	—
	Other non-operating income, net	(105,534		)	(2,362		)		—				—			(103,172		)
Same store NOI at share - cash basis for the year ended December 31, 2016		$	1,079,316		$	953,710			$	92,323			$	33,283		$	—
Increase in same store NOI - cash basis for the year ended December 31, 2017 compared to December 31, 2016		$	127,154		$	108,104			$	7,052			$	11,998		$	—
% increase in same store NOI at share - cash basis		11.8		%	11.3		%	(1)	7.6		%	(2)	36.0		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 11.0%.

(2) The year ended December 31, 2016 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI at share - cash basis increased by 10.0%.

68

Supplemental Information

Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and 2017

NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a summary of NOI at share by segment for the three months ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Three Months Ended December 31, 2018
	Total			New York			Other
Total revenues	$	543,417		$	466,554		$	76,863
Operating expenses	254,320			206,696			47,624
NOI - consolidated	289,097			259,858			29,239
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(19,771		)	(13,837		)	(5,934		)
Add: Our share of NOI from partially owned entities	60,205			49,178			11,027
NOI at share	329,531			295,199			34,332
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(5,532		)	(6,266		)	734
NOI at share - cash basis	$	323,999		$	288,933		$	35,066

(Amounts in thousands)	For the Three Months Ended December 31, 2017
	Total			New York			Other
Total revenues	$	536,226		$	462,597		$	73,629
Operating expenses	225,011			195,421			29,590
NOI - consolidated	311,215			267,176			44,039
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(16,533		)	(11,648		)	(4,885		)
Add: Our share of NOI from partially owned entities	69,175			48,700			20,475
NOI at share	363,857			304,228			59,629
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(21,579		)	(21,441		)	(138		)
NOI at share - cash basis	$	342,278		$	282,787		$	59,491

69

Supplemental Information - continued

Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and 2017 - continued

The elements of our New York and Other NOI at share for the three months ended December 31, 2018 and 2017 are summarized below.

(Amounts in thousands)	For the Three Months Ended December 31,
	2018		2017
New York:
Office	$	186,832	$	189,481
Retail	85,549		90,853
Residential	5,834		5,920
Alexander's	11,023		11,656
Hotel Pennsylvania	5,961		6,318
Total New York	295,199		304,228
Other:
theMART(1)	10,981		24,249
555 California Street	14,005		12,003
Other investments(2)	9,346		23,377
Total Other	34,332		59,629
NOI at share	$	329,531	$	363,857

________________________________________

(1) The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

(2) The three months ended December 31, 2017 includes $5,433 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and $2,958 from our India real estate ventures which were sold in 2017.

The elements of our New York and Other NOI at share - cash basis for the three months ended December 31, 2018 and 2017 are summarized below.

(Amounts in thousands)	For the Three Months Ended December 31,
	2018		2017
New York:
Office	$	185,624	$	175,787
Retail	80,515		83,320
Residential	5,656		5,325
Alexander's	11,129		12,004
Hotel Pennsylvania	6,009		6,351
Total New York	288,933		282,787
Other:
theMART(1)	12,758		24,396
555 California Street	13,784		11,916
Other investments(2)	8,524		23,179
Total Other	35,066		59,491
NOI at share - cash basis	$	323,999	$	342,278

________________________________________

(1) The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

(2) The three months ended December 31, 2017 include $5,359 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and $2,958 from our India real estate ventures which were sold in 2017.

70

Supplemental Information - continued

Reconciliation of Net Income to Net Operating Income At Share and Net Operating Income At Share - Cash Basis for the Three Months Ended December 31, 2018 and 2017

(Amounts in thousands)	For the Three Months Ended December 31,
	2018			2017
Net income	$	97,821		$	53,551
Deduct:
Income from partially owned entities	(3,090		)	(9,622		)
Loss (income) from real estate fund investments	51,258			(4,889		)
Interest and other investment income, net	(7,656		)	(8,294		)
Net gains on disposition of wholly owned and partially owned assets	(81,203		)	—
Purchase price fair value adjustment	(44,060		)	—
Income from discontinued operations	(257		)	(1,273		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(19,771		)	(16,533		)
Add:
Depreciation and amortization expense	112,869			114,166
General and administrative expense	32,934			34,916
Transaction related costs, impairment loss and other	14,637			703
Our share of NOI from partially owned entities	60,205			69,175
Interest and debt expense	83,175			93,073
Income tax expense	32,669			38,884
NOI at share	329,531			363,857
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(5,532		)	(21,579		)
NOI at share - cash basis	$	323,999		$	342,278

Net Operating Income At Share by Region

Below is a summary of the percentages of NOI at share by geographic region for the three months ended December 31, 2018 and 2017.

	For the Three Months Ended December 31,
	2018		2017
Region:
New York City metropolitan area	92	%	89	%
Chicago, IL	3	%	7	%
San Francisco, CA	5	%	4	%
	100	%	100	%

71

Supplemental Information - continued

Three Months Ended December 31, 2018 Compared to December 31, 2017

Same Store Net Operating Income At Share

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

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2018 compared to December 31, 2017.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share for the three months ended December 31, 2018		$	329,531		$	295,199			$	10,981			$	14,005		$	9,346
	Less NOI at share from:
	Acquisitions	(337		)	(337		)		—				—			—
	Dispositions	19			19				—				—			—
	Development properties	(12,623		)	(12,637		)		—				14			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(96		)	368				(464		)		—			—
	Other non-operating income, net	(10,412		)	(1,066		)		—				—			(9,346		)
Same store NOI at share for the three months ended December 31, 2018		$	306,082		$	281,546			$	10,517			$	14,019		$	—
NOI at share for the three months ended December 31, 2017		$	363,857		$	304,228			$	24,249			$	12,003		$	23,377
	Less NOI at share from:
	Acquisitions	2			2				—				—			—
	Dispositions	(23		)	(23		)		—				—			—
	Development properties	(12,789		)	(12,789		)		—				—			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(984		)	(984		)		—				—			—
	Other non-operating income, net	(23,377		)	—				—				—			(23,377		)
Same store NOI at share for the three months ended December 31, 2017		$	326,686		$	290,434			$	24,249			$	12,003		$	—
(Decrease) increase in same store NOI at share for the three months ended December 31, 2018 compared to December 31, 2017		$	(20,604	)	$	(8,888	)		$	(13,732	)		$	2,016		$	—
% (decrease) increase in same store NOI at share		(6.3		)%	(3.1		)%	(1)	(56.6		)%	(2)	16.8		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share decreased by 3.0%.

(2) The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

72

Supplemental Information - continued

Three Months Ended December 31, 2018 Compared to December 31, 2017 - continued

Same Store Net Operating Income At Share - continued

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART,555 California Street and other investments for the three months ended December 31, 2018 compared to December 31, 2017.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2018		$	323,999		$	288,933			$	12,758			$	13,784		$	8,524
	Less NOI at share - cash basis from:
	Acquisitions	(336		)	(336		)		—				—			—
	Dispositions	19			19				—				—			—
	Development properties	(14,628		)	(14,642		)		—				14			—
	Lease termination income	(563		)	(43		)		(520		)		—			—
	Other non-operating income, net	(9,590		)	(1,066		)		—				—			(8,524		)
Same store NOI at share - cash basis for the three months ended December 31, 2018		$	298,901		$	272,865			$	12,238			$	13,798		$	—
NOI at share - cash basis for the three months ended December 31, 2017		$	342,278		$	282,787			$	24,396			$	11,916		$	23,179
	Less NOI at share - cash basis from:
	Acquisitions	2			2				—				—			—
	Dispositions	76			76				—				—			—
	Development properties	(13,677		)	(13,677		)		—				—			—
	Lease termination income	(1,393		)	(1,393		)		—				—			—
	Other non-operating income, net	(23,180		)	(1		)		—				—			(23,179		)
Same store NOI at share - cash basis for the three months ended December 31, 2017		$	304,106		$	267,794			$	24,396			$	11,916		$	—
(Decrease) increase in same store NOI at share - cash basis for the three months ended December 31, 2018 compared to December 31, 2017		$	(5,205	)	$	5,071			$	(12,158	)		$	1,882		$	—
% (decrease) increase in same store NOI at share - cash basis		(1.7		)%	1.9		%	(1)	(49.8		)%	(2)	15.8		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 2.1%.

(2) The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

73

Supplemental Information - continued

Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and September 30, 2018

NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended December 31, 2018 and September 30, 2018.

(Amounts in thousands)	For the Three Months Ended December 31, 2018
	Total			New York			Other
Total revenues	$	543,417		$	466,554		$	76,863
Operating expenses	254,320			206,696			47,624
NOI - consolidated	289,097			259,858			29,239
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(19,771		)	(13,837		)	(5,934		)
Add: Our share of NOI from partially owned entities	60,205			49,178			11,027
NOI at share	329,531			295,199			34,332
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(5,532		)	(6,266		)	734
NOI at share - cash basis	$	323,999		$	288,933		$	35,066

(Amounts in thousands)	For the Three Months Ended September 30, 2018
	Total			New York			Other
Total revenues	$	542,048		$	462,446		$	79,602
Operating expenses	235,575			200,949			34,626
NOI - consolidated	306,473			261,497			44,976
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(16,943		)	(11,348		)	(5,595		)
Add: Our share of NOI from partially owned entities	60,094			47,179			12,915
NOI at share	349,624			297,328			52,296
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(8,743		)	(9,125		)	382
NOI at share - cash basis	$	340,881		$	288,203		$	52,678

74

Supplemental Information - continued

Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and September 30, 2018 - continued

The elements of our New York and Other NOI at share for the three months ended December 31, 2018 and September 30, 2018 are summarized below.

(Amounts in thousands)	For the Three Months Ended
	December 31, 2018		September 30, 2018
New York:
Office	$	186,832	$	184,146
Retail	85,549		92,858
Residential	5,834		5,202
Alexander's	11,023		10,626
Hotel Pennsylvania	5,961		4,496
Total New York	295,199		297,328
Other:
theMART(1)	10,981		25,257
555 California Street	14,005		13,515
Other investments(2)	9,346		13,524
Total Other	34,332		52,296
NOI at share	$	329,531	$	349,624

________________________________________

(1) The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

(2) The three months ended September 30, 2018 includes $1,737 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018).

The elements of our New York and Other NOI at share - cash basis for the three months ended December 31, 2018 and September 30, 2018 are summarized below.

(Amounts in thousands)	For the Three Months Ended
	December 31, 2018		September 30, 2018
New York:
Office	$	185,624	$	181,575
Retail	80,515		84,976
Residential	5,656		5,358
Alexander's	11,129		11,774
Hotel Pennsylvania	6,009		4,520
Total New York	288,933		288,203
Other:
theMART(1)	12,758		26,234
555 California Street	13,784		13,070
Other investments(2)	8,524		13,374
Total Other	35,066		52,678
NOI at share - cash basis	$	323,999	$	340,881

________________________________________

(1) The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

(2) The three months ended September 30, 2018 includes $1,704 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018).

75

Supplemental Information - continued

Reconciliation of Net Income to Net Operating Income At Share and Net Operating Income At Share - Cash Basis for the Three Months Ended December 31, 2018 and September 30, 2018

(Amounts in thousands)	For the Three Months Ended
	December 31, 2018			September 30, 2018
Net income	$	97,821		$	219,162
Deduct:
Income from partially owned entities	(3,090		)	(7,206		)
Loss from real estate fund investments	51,258			190
Interest and other investment income, net	(7,656		)	(2,893		)
Net gains on disposition of wholly owned and partially owned assets	(81,203		)	(141,269		)
Purchase price fair value adjustment	(44,060		)	—
Income from discontinued operations	(257		)	(61		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(19,771		)	(16,943		)
Add:
Depreciation and amortization expense	112,869			113,169
General and administrative expense	32,934			31,977
Transaction related costs, impairment loss and other	14,637			2,510
Our share of NOI from partially owned entities	60,205			60,094
Interest and debt expense	83,175			88,951
Income tax expense	32,669			1,943
NOI at share	329,531			349,624
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(5,532		)	(8,743		)
NOI at share - cash basis	$	323,999		$	340,881

76

Supplemental Information - continued

Three Months Ended December 31, 2018 Compared to September 30, 2018

Same Store Net Operating Income At Share

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

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2018 compared to September 30, 2018.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share for the three months ended December 31, 2018		$	329,531		$	295,199			$	10,981			$	14,005		$	9,346
	Less NOI at share from:
	Dispositions	19			19				—				—			—
	Development properties	(12,623		)	(12,637		)		—				14			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(96		)	368				(464		)		—			—
	Other non-operating income, net	(10,412		)	(1,066		)		—				—			(9,346		)
Same store NOI at share for the three months ended December 31, 2018		$	306,419		$	281,883			$	10,517			$	14,019		$	—
NOI at share for the three months ended September 30, 2018		$	349,624		$	297,328			$	25,257			$	13,515		$	13,524
	Less NOI at share from:
	Development properties	(13,488		)	(13,474		)		—				(14		)	—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	1,581			1,800				(219		)		—			—
	Other non-operating income, net	(14,103		)	(579		)		—				—			(13,524		)
Same store NOI at share for the three months ended September 30, 2018		$	323,614		$	285,075			$	25,038			$	13,501		$	—
(Decrease) increase in same store NOI at share for the three months ended December 31, 2018 compared to September 30, 2018		$	(17,195	)	$	(3,192	)		$	(14,521	)		$	518		$	—
% (decrease) increase in same store NOI at share		(5.3		)%	(1.1		)%	(1)	(58.0		)%	(2)	3.8		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share decreased by 1.7%.

(2) The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

77

Supplemental Information - continued

Three Months Ended December 31, 2018 Compared to September 30, 2018 - continued

Same Store Net Operating Income At Share - continued

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART,555 California Street and other investments for the three months ended December 31, 2018 compared to September 30, 2018.

(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2018		$	323,999		$	288,933			$	12,758			$	13,784		$	8,524
	Less NOI at share - cash basis from:
	Dispositions	19			19				—				—			—
	Development properties	(14,628		)	(14,642		)		—				14			—
	Lease termination income	(563		)	(43		)		(520		)		—			—
	Other non-operating income, net	(9,590		)	(1,066		)		—				—			(8,524		)
Same store NOI at share - cash basis for the three months ended December 31, 2018		$	299,237		$	273,201			$	12,238			$	13,798		$	—
NOI at share - cash basis for the three months ended September 30, 2018		$	340,881		$	288,203			$	26,234			$	13,070		$	13,374
	Less NOI at share - cash basis from:
	Development properties	(14,342		)	(14,328		)		—				(14		)	—
	Lease termination income	(318		)	(58		)		(260		)		—			—
	Other non-operating income, net	(13,954		)	(580		)		—				—			(13,374		)
Same store NOI at share - cash basis for the three months ended September 30, 2018		$	312,267		$	273,237			$	25,974			$	13,056		$	—
(Decrease) increase in same store NOI at share - cash basis for the three months ended December 31, 2018 compared to September 30, 2018		$	(13,030	)	$	(36	)		$	(13,736	)		$	742		$	—
% (decrease) increase in same store NOI at share - cash basis		(4.2		)%	—		%	(1)	(52.9		)%	(2)	5.7		%	—		%

____________________

(1) Excluding Hotel Pennsylvania, same store NOI at share - cash basis decreased by 0.6%.

(2) The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

78

Related Party Transactions

Alexander’s, Inc.

We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustee’s and its Chief Executive Officer, is also the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 7 - Investments in Partially Owned Entities to our consolidated financial statements in this Annual Report on Form 10-K.

Interstate Properties (“Interstate”)

Interstate is a general partnership in which Mr. Roth is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, respectively, are Interstate’s two other general partners. As of December 31, 2018, Interstate and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.2% of Alexander’s common stock.

We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the management agreement terms are fair to us. We earned $453,000, $501,000, and $521,000 of management fees under the agreement for the years ended December 31, 2018, 2017 and 2016, respectively.

Urban Edge Properties

We own 4.5% of UE. In 2018, 2017 and 2016, we provided UE with information technology support. 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, Rego retail assets. Fees paid to UE for servicing the retail assets of Alexander’s are similar to the fees that we are receiving from Alexander’s.

79

Liquidity and Capital Resources

Property rental income is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to shareholders and distributions to unitholders of the Operating Partnership, as well as acquisition and development costs. Other sources of liquidity to fund cash requirements include proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loan and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity securities; and asset sales. 

We anticipate that cash flow from continuing operations over the next twelve months will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to shareholders, debt amortization and recurring capital expenditures. Capital requirements for development expenditures and acquisitions may require funding from borrowings and/or equity offerings.

We expect to generate approximately $1 billion of after tax net income from the sales of 100% of the 220 CPS residential condominium units.  As of December 31, 2018, 83% of the condominium units are sold or under sales contracts, with closings scheduled through 2020.

We may from time to time purchase or retire outstanding debt securities or redeem our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.

Dividends

On January 16, 2019, Vornado declared a quarterly common dividend of $0.66 per share (an indicated annual rate of $2.64 per common share). This dividend, if and when declared by the Board of Trustees for all of 2019, will require Vornado to pay out approximately $503,000,000 of cash for common share dividends. In addition, during 2019, Vornado expects to pay approximately $50,000,000 of cash dividends on outstanding preferred shares and approximately $33,000,000 of cash distributions to unitholders of the Operating Partnership.

80

Liquidity and Capital Resources – continued

Financing Activities and Contractual Obligations

We have an effective shelf registration for the offering of our equity and debt securities that is not limited in amount due to our status as a “well-known seasoned issuer.” We have issued senior unsecured notes from a shelf registration statement that contain financial covenants that restrict our ability to incur debt, and that require us to maintain a level of unencumbered assets based on the level of our secured debt. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal. As of December 31, 2018, we are in compliance with all of the financial covenants required by our senior unsecured notes and our unsecured revolving credit facilities.

As of December 31, 2018, we had $570,916,000of cash and cash equivalents and $2,406,663,000 of borrowing capacity under our unsecured revolving credit facilities, net of letters of credit of $13,337,000. A summary of our consolidated debt as of December 31, 2018 and 2017 is presented below.

(Amounts in thousands)	2018				2017
Consolidated debt:	December 31, Balance			Weighted Average Interest Rate	December 31, Balance			Weighted Average Interest Rate
Variable rate	$	3,292,382		4.31%	$	3,492,133		3.19%
Fixed rate	6,603,465			3.65%	6,311,706			3.72%
Total	9,895,847			3.87%	9,803,839			3.53%
Deferred financing costs, net and other	(59,226		)		(74,352		)
Total, net	$	9,836,621			$	9,729,487

Our consolidated outstanding debt, net of deferred financing costs and other, was $9,836,621,000 at December 31, 2018, a $107,134,000increase from the balance at December 31, 2017. During 2019 and 2020, $95,782,000 and $2,142,369,000, respectively, of our outstanding debt matures; we may refinance this maturing debt as it comes due or choose to repay it using cash and cash equivalents or our unsecured revolving credit facilities. We may also refinance or prepay other outstanding debt depending on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.

Below is a schedule of our contractual obligations and commitments at December 31, 2018.

(Amounts in thousands)			Less than 1 Year
Contractual cash obligations (principal and interest(1)):	Total				1 – 3 Years		3 – 5 Years		Thereafter
Notes and mortgages payable	$	8,937,508	$	2,850,760	$	4,110,306	$	1,426,256	$	550,186
Operating leases	1,835,219		46,147		87,858		88,587		1,612,627
Purchase obligations, primarily construction commitments	487,406		487,406		—		—		—
Senior unsecured notes due 2025	545,156		15,750		31,500		31,500		466,406
Senior unsecured notes due 2022	460,833		20,000		40,000		400,833		—
Unsecured term loan	897,146		29,038		58,076		57,639		752,393
Revolving credit facilities	85,858		2,840		83,018		—		—
Total contractual cash obligations	$	13,249,126	$	3,451,941	$	4,410,758	$	2,004,815	$	3,381,612
Commitments:
Capital commitments to partially owned entities	$	18,227	$	18,227	$	—	$	—	$	—
Standby letters of credit	13,337		13,337		—		—		—
Total commitments	$	31,564	$	31,564	$	—	$	—	$	—

____________________

(1) Interest on variable rate debt is computed using rates in effect at December 31, 2018.

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Liquidity and Capital Resources – continued

Financing Activities and Contractual Obligations – continued

Details of 2018 financing activities are provided in the “Overview” of Management’s Discussion and Analysis of Financial Conditions and Results of Operations. Details of 2017 financing activities are discussed below.

Unsecured Revolving Credit Facility

On October 17, 2017, we extended one of our two $1.25 billion unsecured revolving credit facilities from November 2018 to January 2022 with two six-month extension options. The interest rate on the extended facility was lowered from LIBOR plus 1.05% to LIBOR plus 1.00%. The interest rate and facility fees are the same as our other $1.25 billion unsecured revolving credit facility, which matures in February 2021 with two six-month extension options.

Secured Debt

On December 27, 2017, we completed a public offering of $450,000,000 3.50% senior unsecured notes due January 15, 2025. The interest rate on the senior unsecured notes will be payable semi-annually on January 15 and July 15, commencing July 15, 2018. The notes were sold at 99.596% of their face amount to yield 3.565%.

On December 27, 2017, we redeemed all of the $450,000,000 principal amount of our outstanding 2.50% senior unsecured notes which were scheduled to mature on June 30, 2019, at a redemption price of approximately 100.71% of the principal amount plus accrued interest through the date of redemption. In connection therewith, we expensed $4,836,000 of debt prepayment costs and wrote-off unamortized deferred financing costs which are included in "interest and debt expense" on our consolidated statements of income.

Preferred Securities

In December 2017, we sold 12,780,000 5.25% Series M cumulative redeemable preferred shares at a price of $25.00 per share in an underwritten public offering pursuant to an effective registration statement. We received aggregate net proceeds of $309,609,000, after underwriters’ discounts and issuance costs and contributed the net proceeds to the Operating Partnership in exchange for 12,780,000 5.25% Series M preferred units (with economic terms that mirror those of the Series M preferred shares). Dividends on the Series M preferred shares/units are cumulative and payable quarterly in arrears. The Series M preferred shares/units are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), we may redeem the Series M preferred shares/units at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the date of redemption. The Series M preferred shares/units have no maturity date and will remain outstanding indefinitely unless redeemed by us.

In December 2017, we called for redemption of all of the outstanding 6.625% Series G and 6.625% Series I cumulative redeemable preferred shares/units. As a result, as of December 31, 2017, we reclassed the 6.625% Series G and 6.625% Series I cumulative redeemable preferred shares/units from shareholder's equity/partner's capital to liabilities on our consolidated balance sheets. In January 2018, we completed the redemption of all of the outstanding Series G and Series I cumulative redeemable preferred shares/units.

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Liquidity and Capital Resources – continued

Certain Future Cash Requirements

Capital Expenditures

The following table summarizes anticipated 2019 capital expenditures.

(Amounts in millions, except per square foot data)	Total		New York		theMART		555 California Street
Expenditures to maintain assets	$	110.0	$	95.0	$	10.0	$	5.0
Tenant improvements	77.0		64.0		13.0		—
Leasing commissions	26.0		24.0		2.0		—
Total recurring tenant improvements, leasing commissions and other capital expenditures	$	213.0	$	183.0	$	25.0	$	5.0
Square feet budgeted to be leased (in thousands)			1,100		250		—
Weighted average lease term (years)			10		8		—
Tenant improvements and leasing commissions:
Per square foot			$	80.00	$	60.00	$	—
Per square foot per annum			8.00		7.50		—

The table above excludes anticipated capital expenditures of each of our partially owned non-consolidated subsidiaries, as these entities fund their capital expenditures without additional equity contributions from us.

Development and Redevelopment Expenditures

We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost of $515.4 million) is estimated to be approximately $1.4 billion, of which $1.2 billion has been expended as of December 31, 2018.

We are developing a 173,000 square foot Class A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan (55.0% interest). The development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000. As of December 31, 2018, $95,464,000 has been expended, of which our share is $52,505,000.

We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway and Houston Street in Manhattan (50.0% interest). The development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of December 31, 2018, $51,202,000 has been expended, of which our share is $25,601,000.

We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $46,000,000, of which our share is $32,000,000. As of December 31, 2018, $21,834,000 has been expended, of which our share is $15,284,000.

We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of December 31, 2018, $8,967,000 has been expended, of which our share is $4,484,000.

We are redeveloping PENN1, a 2,545,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. The development cost of this project is estimated to be over $200,000,000, of which $9,725,000 has been expended as of December 31, 2018.

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Liquidity and Capital Resources – continued

Development and Redevelopment Expenditures - continued

We are in the planning phase to redevelop PENN2, a 1,634,000 square foot office building located on the west side of 7th Avenue between 31st and 33rd Street.

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn District.

Farley Office and Retail Building and Moynihan Train Hall

Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies "Related") is developing the Farley Office and Retail Building (the "Project"), which will include approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $800,000,000 (exclusive of a $230,000,000 upfront contribution and net of anticipated historic tax credits). As of December 31, 2018, $144,491,000 has been expended.

The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to Accounting Standards Codification 840-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2018 of $445,693,000 are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.

There can be no assurance that any of our development or redevelopment projects will commence, or if commenced, be completed, or completed on schedule or within budget.

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Liquidity and Capital Resources – continued

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000and 19%of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.

Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

Our mortgage loans are non-recourse to us, except for the mortgage loan secured by 7 West 34th Street, which we guaranteed and therefore is part of our tax basis. In certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of December 31, 2018, the aggregate dollar amount of these guarantees and master leases is approximately$660,000,000.

As of December 31, 2018, $13,337,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

A joint venture in which we own a 95.0% ownership interest was designated by ESD, an entity of New York State, to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.

As of December 31, 2018, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $18,000,000.

As of December 31, 2018, we have construction commitments aggregating approximately $404,000,000.

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Cash Flows for the Year Ended December 31, 2018 Compared to December 31, 2017

Our cash flow activities for the years ended December 31, 2018 and 2017 are summarized as follows:

(Amounts in thousands)	For the Year Ended December 31,						Decrease in Cash Flow
	2018			2017
Net cash provided by operating activities	$	802,641		$	860,142		$	(57,501	)
Net cash used in investing activities	(877,722		)	(206,317		)	(671,405		)
Net cash used in financing activities	(1,122,826		)	(338,344		)	(784,482		)

Cash and cash equivalents and restricted cash was $716,905,000 at December 31, 2018, a $1,197,907,000decrease from the balance at December 31, 2017.

Net cash provided by operating activities of $802,641,000 for the year ended December 31, 2018 was comprised of $824,306,000 of cash from operations, including distributions of income from partially owned entities of $78,831,000 and return of capital from real estate fund investments of $20,290,000, and a net decrease of $21,665,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.

The following table details the cash used in investing activities for the years ended December 31, 2018 and 2017:

(Amounts in thousands)	For the Year Ended December 31,						(Decrease) Increase in Cash Flow
	2018			2017
Acquisitions of real estate and other	$	(574,812	)	$	(30,607	)	$	(544,205	)
Development costs and construction in progress	(418,186		)	(355,852		)	(62,334		)
Additions to real estate	(234,602		)	(271,308		)	36,706
Proceeds from sales of real estate and related investments	219,731			9,543			210,188
Proceeds from sale of condominium units at 220 Central Park South	214,776			—			214,776
Investments in loans receivable	(105,000		)	—			(105,000		)
Distributions of capital from partially owned entities	100,178			366,155			(265,977		)
Moynihan Train Hall expenditures	(74,609		)	—			(74,609		)
Investments in partially owned entities	(37,131		)	(40,537		)	3,406
Proceeds from repayments of loans receivable	25,757			659			25,098
Proceeds from sale of marketable securities	4,101			—			4,101
Net consolidation of Farley Office and Retail Building	2,075			—			2,075
Proceeds from the repayment of JBG SMITH Properties loan receivable	—			115,630			(115,630		)
Net cash used in investing activities	$	(877,722	)	$	(206,317	)	$	(671,405	)

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Liquidity and Capital Resources – continued

Cash Flows for the Year Ended December 31, 2018 Compared to December 31, 2017 - continued

The following table details the cash used in financing activities for the years ended December 31, 2018 and 2017:

(Amounts in thousands)	For the Year Ended December 31,						(Decrease) Increase in Cash Flow
	2018			2017
Repayments of borrowings	$	(685,265	)	$	(631,681	)	$	(53,584	)
Proceeds from borrowings	526,766			1,055,872			(529,106		)
Dividends paid on common shares/Distributions to Vornado	(479,348		)	(496,490		)	17,142
Redemption of preferred shares/units	(470,000		)	—			(470,000		)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(76,149		)	(109,697		)	33,548
Moynihan Train Hall reimbursement from Empire State Development	74,609			—			74,609
Contributions from noncontrolling interests in consolidated subsidiaries	61,062			1,044			60,018
Dividends paid on preferred shares/Distributions to preferred unitholders	(55,115		)	(64,516		)	9,401
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other	(12,969		)	(418		)	(12,551		)
Debt issuance costs	(12,908		)	(12,325		)	(583		)
Proceeds received from exercise of Vornado stock options and other	7,309			29,712			(22,403		)
Debt prepayment and extinguishment costs	(818		)	(3,217		)	2,399
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)	—			(416,237		)	416,237
Proceeds from issuance of preferred shares/units	—			309,609			(309,609		)
Net cash used in financing activities	$	(1,122,826	)	$	(338,344	)	$	(784,482	)

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Liquidity and Capital Resources – continued

Capital Expenditures for the Year Ended December 31, 2018

Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions. Recurring capital expenditures include expenditures to maintain a property’s competitive position within the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital improvements include expenditures to lease space that has been vacant for more than nine months and expenditures completed in the year of acquisition and the following two years that were planned at the time of acquisition, as well as tenant improvements and leasing commissions for space that was vacant at the time of acquisition of a property. 

Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2018.

(Amounts in thousands)	Total		New York		theMART		555 California Street
Expenditures to maintain assets	$	92,386	$	70,954	$	13,282	$	8,150
Tenant improvements	100,191		76,187		15,106		8,898
Leasing commissions	33,254		29,435		459		3,360
Recurring tenant improvements, leasing commissions and other capital expenditures	225,831		176,576		28,847		20,408
Non-recurring capital expenditures	43,135		31,381		260		11,494
Total capital expenditures and leasing commissions	$	268,966	$	207,957	$	29,107	$	31,902

Development and Redevelopment Expenditures for the Year Ended December 31, 2018

Development and redevelopment expenditures consist of all hard and soft costs associated with the development or redevelopment of a property, including capitalized interest, debt and operating costs until the property is substantially completed and ready for its intended use. Our development project estimates below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table above.

Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2018. These expenditures include interest and debt expense of $73,166,000, payroll of $12,120,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $66,651,000, which were capitalized in connection with the development and redevelopment of these projects.

(Amounts in thousands)	Total		New York		theMART		555 California Street		Other
220 Central Park South	$	295,827	$	—	$	—	$	—	$	295,827
Farley Office and Retail Building	18,995		18,995		—		—		—
345 Montgomery Street	18,187		—		—		18,187		—
606 Broadway	15,959		15,959		—		—		—
PENN1	8,856		8,856		—		—		—
1535 Broadway	8,645		8,645		—		—		—
Other	51,717		36,660		10,790		445		3,822
	$	418,186	$	89,115	$	10,790	$	18,632	$	299,649

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Capital Expenditures for the Year Ended December 31, 2017

Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2017.

(Amounts in thousands)	Total		New York		theMART		555 California Street		Other
Expenditures to maintain assets	$	111,629	$	79,567	$	12,772	$	9,689	$	9,601
Tenant improvements	128,287		83,639		8,730		19,327		16,591
Leasing commissions	36,447		26,114		1,701		1,330		7,302
Recurring tenant improvements, leasing commissions and other capital expenditures	276,363		189,320		23,203		30,346		33,494
Non-recurring capital expenditures	35,149		27,762		—		7,159		228
Total capital expenditures and leasing commissions	$	311,512	$	217,082	$	23,203	$	37,505	$	33,722	(1)

___________________

(1) Effective July 17, 2017, the date of the spin-off of our Washington, DC segment, capital expenditures and leasing commissions of our former Washington, DC segment have been reclassified to the Other segment.

Development and Redevelopment Expenditures for theYear Ended December 31, 2017

Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2017. These expenditures include interest and debt expense of $48,230,000, payroll of $6,044,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $28,197,000, which were capitalized in connection with the development and redevelopment of these projects.

(Amounts in thousands)	Total		New York		theMART		555 California Street		Other
220 Central Park South	$	265,791	$	—	$	—	$	—	$	265,791
606 Broadway	15,997		15,997		—		—		—
90 Park Avenue	7,523		7,523		—		—		—
345 Montgomery Street	5,950		—		—		5,950		—
theMART	5,342		—		5,342		—		—
PENN1	1,462		1,462		—		—		—
Other	53,787		18,392		799		6,465		28,131
	$	355,852	$	43,374	$	6,141	$	12,415	$	293,922

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Capital Expenditures for the Year Ended December 31, 2016

Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2016.

(Amounts in thousands)	Total		New York		theMART		555 California Street		Other
Expenditures to maintain assets	$	119,076	$	65,561	$	20,098	$	9,954	$	23,463
Tenant improvements	219,751		112,687		29,738		9,904		67,422
Leasing commissions	47,906		38,134		2,070		1,486		6,216
Recurring tenant improvements, leasing commissions and other capital expenditures	386,733		216,382		51,906		21,344		97,101
Non-recurring capital expenditures	58,693		47,642		—		2,154		8,897
Total capital expenditures and leasing commissions	$	445,426	$	264,024	$	51,906	$	23,498	$	105,998	(1)

___________________

(1) Effective July 17, 2017, the date of the spin-off of our Washington, DC segment, capital expenditures and leasing commissions of our former Washington, DC segment have been reclassified to the Other segment.

Development and Redevelopment Expenditures for the Year Ended December 31, 2016

Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2016. These expenditures include interest and debt expense of $34,097,000, payroll of $12,516,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $46,995,000, which were capitalized in connection with the development and redevelopment of these projects.

(Amounts in thousands)	Total		New York		theMART		555 California Street		Other
220 Central Park South	$	303,974	$	—	$	—	$	—	$	303,974
640 Fifth Avenue	46,282		46,282		—		—		—
90 Park Avenue	33,308		33,308		—		—		—
theMART	24,788		—		24,788		—		—
Wayne Towne Center	8,461		—		—		—		8,461
330 West 34th Street	5,492		5,492		—		—		—
Other	184,260		33,121		1,384		9,150		140,605		(1)
	$	606,565	$	118,203	$	26,172	$	9,150	$	453,040

___________________

(1) Primarily relates to our former Washington, DC segment which was spun-off on July 17, 2017.

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Funds From Operations

Vornado Realty Trust

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by our 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. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 19 – Income Per Share/Income Per Class A Unit, in our consolidated financial statements on page 150 of this Annual Report on Form 10-K.

In accordance with the NAREIT December 2018 restated definition of FFO, we have elected to exclude the mark-to-market adjustments of marketable equity securities from the calculation of FFO. Our FFO for the nine months ended September 30, 2018 has been adjusted to exclude the $26,602,000, or $0.13 per share, decrease in fair value of marketable equity securities previously reported.

FFO attributable to common shareholders plus assumed conversions was $210,100,000, or $1.10 per diluted share, for the three months ended December 31, 2018, compared to $153,151,000, or $0.80 per diluted share, for the prior year's three months. FFO attributable to common shareholders plus assumed conversions was $729,740,000, or $3.82 per diluted share, for the year ended December 31, 2018, compared to $717,805,000, or $3.75 per diluted share, for the prior year. Details of certain items that impact FFO are discussed in the financial results summary of our “Overview.”

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FFO - continued

Vornado Realty Trust - continued

(Amounts in thousands, except per share amounts)	For the Three Months Ended December 31,						For the Year Ended December 31,
	2018			2017			2018			2017
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders	$	100,494		$	27,319		$	384,832		$	162,017
Per diluted share	$	0.53		$	0.14		$	2.01		$	0.85
FFO adjustments:
Depreciation and amortization of real property	$	104,067		$	106,017		$	413,091		$	467,966
Net gains on sale of real estate	—			—			(158,138		)	(3,797		)
Real estate impairment losses	12,000			—			12,000			—
Decrease in fair value of marketable securities	1,652			—			26,453			—
After-tax purchase price fair value adjustment on depreciable real estate	(27,289		)	—			(27,289		)	—
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property	24,309			28,247			101,591			137,000
Net gains on sale of real estate	—			(585		)	(3,998		)	(17,777		)
Real estate impairment losses	—			145			—			7,692
Decrease in fair value of marketable securities	2,081			—			3,882			—
	116,820			133,824			367,592			591,084
Noncontrolling interests' share of above adjustments	(7,229		)	(8,010		)	(22,746		)	(36,420		)
FFO adjustments, net	$	109,591		$	125,814		$	344,846		$	554,664
FFO attributable to common shareholders	$	210,085		$	153,133		$	729,678		$	716,681
Convertible preferred share dividends	15			18			62			77
Earnings allocated to Out-Performance Plan units	—			—			—			1,047
FFO attributable to common shareholders plus assumed conversions	$	210,100		$	153,151		$	729,740		$	717,805
Per diluted share	$	1.10		$	0.80		$	3.82		$	3.75
Reconciliation of Weighted Average Shares
Weighted average common shares outstanding	190,348			189,898			190,219			189,526
Effect of dilutive securities:
Employee stock options and restricted share awards	814			1,122			933			1,448
Convertible preferred shares	37			43			37			46
Out-Performance Plan units	—			—			—			284
Denominator for FFO per diluted share	191,199			191,063			191,189			191,304

92

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:

(Amounts in thousands, except per share and unit amounts)	2018						2017
	December 31, Balance		Weighted Average Interest Rate	Effect of 1% Change In Base Rates			December 31, Balance		Weighted Average Interest Rate
Consolidated debt:
Variable rate	$	3,292,382	4.31%	$	32,924		$	3,492,133	3.19%
Fixed rate	6,603,465		3.65%	—			6,311,706		3.72%
	$	9,895,847	3.87%	32,924			$	9,803,839	3.53%
Pro rata share of debt of non-consolidated entities(1):
Variable rate	$	1,300,797	4.05%	13,008			$	1,395,001	3.24%
Fixed rate	1,382,068		4.19%	—			2,035,888		4.89%
	$	2,682,865	4.12%	13,008			$	3,430,889	4.22%
Noncontrolling interests’ share of consolidated subsidiaries				(1,649		)
Total change in annual net income attributable to the Operating Partnership				44,283
Noncontrolling interests’ share of the Operating Partnership				(2,741		)
Total change in annual net income attributable to Vornado				$	41,542
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit				$	0.22
Total change in annual net income attributable to Vornado per diluted share				$	0.22

_______________________

(1) As a result of Toys “R” Us (“Toys”) filing a voluntary petition under chapter 11 of the United States Bankruptcy Code, we determined the Company no longer has the ability to exercise significant influence over Toys. Accordingly, we have excluded our share of Toys debt.

We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of December 31, 2018, we have an interest rate swap on a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (3.99% as of December 31, 2018) to a fixed rate of 3.15% through December 2020; an interest rate swap on a $700,000,000 mortgage loan on 770 Broadway that swapped the rate from LIBOR plus 1.75% (4.13% as of December 31, 2018) to a fixed rate of 2.56% through September 2020; and an interest rate swap on a $100,000,000 mortgage loan on 33-00 Northern Boulevard that swapped the rate from LIBOR plus 1.80% (4.19% as of December 31, 2018) to a fixed rate of 4.14% through January 2025.

In connection with the extension of our $750,000,000 unsecured term loan, we entered into an interest rate swap agreement that swapped the rate from LIBOR plus 1.00% (3.52% as of December 31, 2018) to a fixed rate of 3.87% through October 2023.

Fair Value of Debt

The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of December 31, 2018, the estimated fair value of our consolidated debt was $9,856,000,000.

93

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

	Page Number
Vornado Realty Trust
Report of Independent Registered Public Accounting Firm	95
Consolidated Balance Sheets at December 31, 2018 and 2017	96
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016	97
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016	98
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016	99
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016	102
Vornado Realty L.P.
Report of Independent Registered Public Accounting Firm	105
Consolidated Balance Sheets at December 31, 2018 and 2017	106
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016	107
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016	108
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016	109
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016	112
Notes to Consolidated Financial Statements	115

94

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Vornado Realty Trust

New York, New York

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty Trust and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 11, 2019

We have served as the Company’s auditor since 1976.

95

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except unit, share and per share amounts)	December 31, 2018			December 31, 2017
ASSETS
Real estate, at cost:
Land	$	3,306,280		$	3,143,648
Buildings and improvements	10,110,992			9,898,605
Development costs and construction in progress	2,266,491			1,615,101
Moynihan Train Hall development expenditures	445,693			—
Leasehold improvements and equipment	108,427			98,941
Total	16,237,883			14,756,295
Less accumulated depreciation and amortization	(3,180,175		)	(2,885,283		)
Real estate, net	13,057,708			11,871,012
Cash and cash equivalents	570,916			1,817,655
Restricted cash	145,989			97,157
Marketable securities	152,198			182,752
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 and $5,526	73,322			58,700
Investments in partially owned entities	858,113			1,056,829
Real estate fund investments	318,758			354,804
220 Central Park South condominium units ready for sale	99,627			—
Receivable arising from the straight-lining of rents, net of allowance of $1,644 and $954	935,131			926,711
Deferred leasing costs, net of accumulated amortization of $207,529 and $191,827	400,313			403,492
Identified intangible assets, net of accumulated amortization of $172,114 and $150,837	136,781			159,260
Other assets	431,938			469,562
	$	17,180,794		$	17,397,934
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	8,167,798		$	8,137,139
Senior unsecured notes, net	844,002			843,614
Unsecured term loan, net	744,821			748,734
Unsecured revolving credit facilities	80,000			—
Moynihan Train Hall obligation	445,693			—
Accounts payable and accrued expenses	430,976			415,794
Deferred revenue	167,730			227,069
Deferred compensation plan	96,523			109,177
Preferred shares redeemed on January 4 and 11, 2018	—			455,514
Other liabilities	311,806			468,255
Total liabilities	11,289,349			11,405,296
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 12,544,477 and 12,528,899 units outstanding	778,134			979,509
Series D cumulative redeemable preferred units - 177,101 units outstanding	5,428			5,428
Total redeemable noncontrolling interests	783,562			984,937
Vornado's shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,798,580 and 36,799,573 shares	891,294			891,988
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,535,499 and 189,983,858 shares	7,600			7,577
Additional capital	7,725,857			7,492,658
Earnings less than distributions	(4,167,184		)	(4,183,253		)
Accumulated other comprehensive income	7,664			128,682
Total Vornado shareholders' equity	4,465,231			4,337,652
Noncontrolling interests in consolidated subsidiaries	642,652			670,049
Total equity	5,107,883			5,007,701
	$	17,180,794		$	17,397,934

See notes to the consolidated financial statements.

96

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)	Year Ended December 31,
	2018			2017			2016
REVENUES:
Property rentals	$	1,760,205		$	1,714,952		$	1,662,093
Tenant expense reimbursements	247,128			233,424			221,563
Fee and other income	156,387			135,750			120,086
Total revenues	2,163,720			2,084,126			2,003,742
EXPENSES:
Operating	963,478			886,596			844,566
Depreciation and amortization	446,570			429,389			421,023
General and administrative	141,871			150,782			143,643
(Benefit) expense from deferred compensation plan liability	(2,480		)	6,932			5,213
Transaction related costs, impairment loss and other	31,320			1,776			9,451
Total expenses	1,580,759			1,475,475			1,423,896
Operating income	582,961			608,651			579,846
Income from partially owned entities	9,149			15,200			168,948
(Loss) income from real estate fund investments	(89,231		)	3,240			(23,602		)
Interest and other investment income, net	17,057			30,861			24,335
(Loss) income from deferred compensation plan assets	(2,480		)	6,932			5,213
Interest and debt expense	(347,949		)	(345,654		)	(330,240		)
Purchase price fair value adjustment	44,060			—			—
Net gains on disposition of wholly owned and partially owned assets	246,031			501			160,433
Income before income taxes	459,598			319,731			584,933
Income tax expense	(37,633		)	(42,375		)	(7,923		)
Income from continuing operations	421,965			277,356			577,010
Income (loss) from discontinued operations	638			(13,228		)	404,912
Net income	422,603			264,128			981,922
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	53,023			(25,802		)	(21,351		)
Operating Partnership	(25,672		)	(10,910		)	(53,654		)
Net income attributable to Vornado	449,954			227,416			906,917
Preferred share dividends	(50,636		)	(65,399		)	(75,903		)
Preferred share issuance costs	(14,486		)	—			(7,408		)
NET INCOME attributable to common shareholders	$	384,832		$	162,017		$	823,606
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net	$	2.02		$	0.92		$	2.35
Income (loss) from discontinued operations, net	—			(0.07		)	2.01
Net income per common share	$	2.02		$	0.85		$	4.36
Weighted average shares outstanding	190,219			189,526			188,837
INCOME PER COMMON SHARE – DILUTED:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	—			(0.06		)	2.00
Net income per common share	$	2.01		$	0.85		$	4.34
Weighted average shares outstanding	191,290			191,258			190,173

See notes to consolidated financial statements.

97

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Net income	$	422,603		$	264,128		$	981,922
Other comprehensive income (loss):
(Reduction) increase in value of interest rate swaps and other	(14,635		)	15,477			27,432
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries	1,155			1,425			(2,739		)
(Reduction) increase in unrealized net gain on available-for-sale securities	—			(20,951		)	52,057
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary	—			14,402			—
Comprehensive income	409,123			274,481			1,058,672
Less comprehensive loss (income) attributable to noncontrolling interests	28,187			(37,356		)	(79,704		)
Comprehensive income attributable to Vornado	$	437,310		$	237,125		$	978,968

See notes to consolidated financial statements.

98

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands)	Preferred Shares				Common Shares			Additional Capital		Earnings Less Than Distributions			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
	Shares	Amount			Shares	Amount
Balance, December 31, 2017	36,800	$	891,988		189,984	$	7,577	$	7,492,658	$	(4,183,253	)	$	128,682		$	670,049		$	5,007,701
Cumulative effect of accounting change (see Note 2)	—	—			—	—		—		122,893			(108,374		)	—			14,519
Net income attributable to Vornado	—	—			—	—		—		449,954			—			—			449,954
Net loss attributable to noncontrolling interests in consolidated subsidiaries	—	—			—	—		—		—			—			(53,023		)	(53,023		)
Dividends on common shares	—	—			—	—		—		(479,348		)	—			—			(479,348		)
Dividends on preferred shares	—	—			—	—		—		(50,636		)	—			—			(50,636		)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—			244	10		17,058		—			—			—			17,068
Under employees' share option plan	—	—			279	12		5,907		(12,185		)	—			—			(6,266		)
Under dividend reinvestment plan	—	—			20	1		1,389		—			—			—			1,390
Contributions	—	—			—	—		—		—			—			62,657			62,657
Distributions:
Real estate fund investments	—	—			—	—		—		—			—			(12,665		)	(12,665		)
Other	—	—			—	—		—		—			—			(33,250		)	(33,250		)
Conversion of Series A preferred shares to common shares	—	(31		)	2	—		30		—			—			—			(1		)
Deferred compensation shares and options	—	—			6	—		1,157		(121		)	—			—			1,036
Pro rata share of other comprehensive income of nonconsolidated subsidiaries	—	—			—	—		—		—			1,155			—			1,155
Reduction in value of interest rate swaps	—	—			—	—		—		—			(14,634		)	—			(14,634		)
Unearned 2015 Out-Performance Plan awards acceleration	—	—			—	—		9,046		—			—			—			9,046
Adjustments to carry redeemable Class A units at redemption value	—	—			—	—		198,064		—			—			—			198,064
Preferred shares issuance	—	(663		)	—	—		—		(14,486		)	—			—			(15,149		)
Redeemable noncontrolling interests' share of above adjustments	—	—			—	—		—		—			836			—			836
Consolidation of the Farley joint venture	—	—			—	—		—		—			—			8,720			8,720
Other	—	—			—	—		548		(2		)	(1		)	164			709
Balance, December 31, 2018	36,800	$	891,294		190,535	$	7,600	$	7,725,857	$	(4,167,184	)	$	7,664		$	642,652		$	5,107,883

See notes to consolidated financial statements.

99

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(Amounts in thousands)	Preferred Shares					Common Shares			Additional Capital		Earnings Less Than Distributions			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
	Shares		Amount			Shares	Amount
Balance, December 31, 2016	42,825		$	1,038,055		189,101	$	7,542	$	7,153,332	$	(1,419,382	)	$	118,972		$	719,977		$	7,618,496
Net income attributable to Vornado	—		—			—	—		—		227,416			—			—			227,416
Net income attributable to noncontrolling interests in consolidated subsidiaries	—		—			—	—		—		—			—			25,802			25,802
Dividends on common shares	—		—			—	—		—		(496,490		)	—			—			(496,490		)
Dividends on preferred shares	—		—			—	—		—		(65,399		)	—			—			(65,399		)
Common shares issued:
Upon redemption of Class A units, at redemption value	—		—			403	16		38,731		—			—			—			38,747
Under employees' share option plan	—		—			449	18		28,235		—			—			—			28,253
Under dividend reinvestment plan	—		—			17	1		1,458		—			—			—			1,459
Contributions	—		—			—	—		—		—			—			1,044			1,044
Distributions:
JBG SMITH Properties	—		—			—	—		—		(2,428,345		)	—			—			(2,428,345		)
Real estate fund investments	—		—			—	—		—		—			—			(73,850		)	(73,850		)
Other	—		—			—	—		—		—			—			(2,618		)	(2,618		)
Conversion of Series A preferred shares to common shares	(5	)	(162		)	10	—		162		—			—			—			—
Deferred compensation shares and options	—		—			—	—		2,246		(418		)	—			—			1,828
Reduction in unrealized net gain on available-for-sale securities	—		—			—	—		—		—			(20,951		)	—			(20,951		)
Pro rata share of amounts reclassified related to a nonconsolidated subsidiary	—		—			—	—		—		—			14,402			—			14,402
Pro rata share of other comprehensive income of nonconsolidated subsidiaries	—		—			—	—		—		—			1,425			—			1,425
Increase in value of interest rate swaps	—		—			—	—		—		—			15,476			—			15,476
Adjustments to carry redeemable Class A units at redemption value	—		—			—	—		268,494		—			—			—			268,494
Preferred shares issuance	12,780		309,609			—	—		—		—			—			—			309,609
Cumulative redeemable preferred shares called for redemption	(18,800	)	(455,514		)	—	—		—		—			—			—			(455,514		)
Redeemable noncontrolling interests' share of above adjustments	—		—			—	—		—		—			(642		)	—			(642		)
Other	—		—			4	—		—		(635		)	—			(306		)	(941		)
Balance, December 31, 2017	36,800		$	891,988		189,984	$	7,577	$	7,492,658	$	(4,183,253	)	$	128,682		$	670,049		$	5,007,701

See notes to consolidated financial statements.

100

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(Amounts in thousands)	Preferred Shares					Common Shares				Additional Capital			Earnings Less Than Distributions			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
	Shares		Amount			Shares		Amount
Balance, December 31, 2015	52,677		$	1,276,954		188,577		$	7,521	$	7,132,979		$	(1,766,780	)	$	46,921		$	778,483		$	7,476,078
Net income attributable to Vornado	—		—			—		—		—			906,917			—			—			906,917
Net income attributable to noncontrolling interests in consolidated subsidiaries	—		—			—		—		—			—			—			21,351			21,351
Dividends on common shares	—		—			—		—		—			(475,961		)	—			—			(475,961		)
Dividends on preferred shares	—		—			—		—		—			(75,903		)	—			—			(75,903		)
Redemption of Series J preferred shares	(9,850	)	(238,842		)	—		—		—			(7,408		)	—			—			(246,250		)
Common shares issued:
Upon redemption of Class A units, at redemption value	—		—			376		15		36,495			—			—			—			36,510
Under employees' share option plan	—		—			123		5		6,820			—			—			—			6,825
Under dividend reinvestment plan	—		—			16		1		1,443			—			—			—			1,444
Contributions	—		—			—		—		—			—			—			19,749			19,749
Distributions:
Real estate fund investments	—		—			—		—		—			—			—			(62,444		)	(62,444		)
Other	—		—			—		—		—			—			—			(36,804		)	(36,804		)
Conversion of Series A preferred shares to common shares	(2	)	(56		)	3		—		56			—			—			—			—
Deferred compensation shares and options	—		—			7		—		1,788			(186		)	—			—			1,602
Increase in unrealized net gain on available-for-sale securities	—		—			—		—		—			—			52,057			—			52,057
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries	—		—			—		—		—			—			(2,739		)	—			(2,739		)
Increase in value of interest rate swap	—		—			—		—		—			—			27,434			—			27,434
Adjustments to carry redeemable Class A units at redemption value	—		—			—		—		(26,251		)	—			—			—			(26,251		)
Redeemable noncontrolling interests' share of above adjustments	—		—			—		—		—			—			(4,699		)	—			(4,699		)
Other	—		(1		)	(1	)	—		2			(61		)	(2		)	(358		)	(420		)
Balance, December 31, 2016	42,825		$	1,038,055		189,101		$	7,542	$	7,153,332		$	(1,419,382	)	$	118,972		$	719,977		$	7,618,496

See notes to consolidated financial statements.

101

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Cash Flows from Operating Activities:
Net income	$	422,603		$	264,128		$	981,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	472,785			529,826			595,270
Net gains on disposition of wholly owned and partially owned assets	(246,031		)	(501		)	(175,735		)
Net realized and unrealized losses on real estate fund investments	84,706			15,267			40,655
Distributions of income from partially owned entities	78,831			82,095			214,800
Purchase price fair value adjustment	(44,060		)	—			—
Amortization of below-market leases, net	(38,573		)	(46,790		)	(53,202		)
Decrease in fair value of marketable securities	26,453			—			—
Return of capital from real estate fund investments	20,290			91,606			71,888
Change in valuation of deferred tax assets and liabilities	12,835			34,800			—
Real estate impairment losses	12,000			—			161,165
Equity in net income of partially owned entities	(9,149		)	(15,635		)	(165,389		)
Straight-lining of rents	(7,605		)	(45,792		)	(146,787		)
Net gains on sale of real estate and other	—			(3,489		)	(5,074		)
Net gain on extinguishment of Skyline properties debt	—			—			(487,877		)
Other non-cash adjustments	39,221			56,480			39,406
Changes in operating assets and liabilities:
Real estate fund investments	(68,950		)	—			—
Tenant and other receivables, net	(14,532		)	1,183			(4,271		)
Prepaid assets	151,533			(12,292		)	(7,893		)
Other assets	(84,222		)	(79,199		)	(76,357		)
Accounts payable and accrued expenses	5,869			3,760			13,278
Other liabilities	(11,363		)	(15,305		)	(719		)
Net cash provided by operating activities	802,641			860,142			995,080
Cash Flows from Investing Activities:
Acquisitions of real estate and other	(574,812		)	(30,607		)	(91,103		)
Development costs and construction in progress	(418,186		)	(355,852		)	(606,565		)
Additions to real estate	(234,602		)	(271,308		)	(387,545		)
Proceeds from sales of real estate and related investments	219,731			9,543			183,173
Proceeds from sale of condominium units at 220 Central Park South	214,776			—			—
Investments in loans receivable	(105,000		)	—			(11,700		)
Distributions of capital from partially owned entities	100,178			366,155			196,635
Moynihan Train Hall expenditures	(74,609		)	—			—
Investments in partially owned entities	(37,131		)	(40,537		)	(127,608		)
Proceeds from repayments of loans receivable	25,757			659			45
Proceeds from sale of marketable securities	4,101			—			3,937
Net consolidation of Farley Office and Retail Building	2,075			—			—
Proceeds from the repayment of JBG SMITH Properties loan receivable	—			115,630			—
Net deconsolidation of 7 West 34th Street	—			—			(48,000		)
Purchases of marketable securities	—			—			(4,379		)
Net cash used in investing activities	(877,722		)	(206,317		)	(893,110		)

See notes to consolidated financial statements.

102

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Cash Flows from Financing Activities:
Repayments of borrowings	$	(685,265	)	$	(631,681	)	$	(1,894,990	)
Proceeds from borrowings	526,766			1,055,872			2,403,898
Dividends paid on common shares	(479,348		)	(496,490		)	(475,961		)
Redemption of preferred shares	(470,000		)	—			(246,250		)
Distributions to noncontrolling interests	(76,149		)	(109,697		)	(130,590		)
Moynihan Train Hall reimbursement from Empire State Development	74,609			—			—
Contributions from noncontrolling interests	61,062			1,044			11,950
Dividends paid on preferred shares	(55,115		)	(64,516		)	(80,137		)
Repurchase of shares related to stock compensation agreements and related tax withholdings and other	(12,969		)	(418		)	(186		)
Debt issuance costs	(12,908		)	(12,325		)	(42,157		)
Proceeds received from exercise of employee share options and other	7,309			29,712			8,269
Debt prepayment and extinguishment costs	(818		)	(3,217		)	—
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)	—			(416,237		)	—
Proceeds from issuance of preferred shares	—			309,609			—
Net cash used in financing activities	(1,122,826		)	(338,344		)	(446,154		)
Net (decrease) increase in cash and cash equivalents and restricted cash	(1,197,907		)	315,481			(344,184		)
Cash and cash equivalents and restricted cash at beginning of period	1,914,812			1,599,331			1,943,515
Cash and cash equivalents and restricted cash at end of period	$	716,905		$	1,914,812		$	1,599,331

Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	1,817,655	$	1,501,027	$	1,835,707
Restricted cash at beginning of period	97,157		95,032		99,943
Restricted cash included in discontinued operations at beginning of period	—		3,272		7,865
Cash and cash equivalents and restricted cash at beginning of period	$	1,914,812	$	1,599,331	$	1,943,515
Cash and cash equivalents at end of period	$	570,916	$	1,817,655	$	1,501,027
Restricted cash at end of period	145,989		97,157		95,032
Restricted cash included in discontinued operations at end of period	—		—		3,272
Cash and cash equivalents and restricted cash at end of period	$	716,905	$	1,914,812	$	1,599,331

See notes to consolidated financial statements.

103

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $67,402, $43,071 and $29,584	$	311,835		$	338,983		$	368,762
Cash payments for income taxes	$	62,225		$	6,727		$	9,716
Non-Cash Investing and Financing Activities:
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	$	233,179		$	—		$	—
Adjustments to carry redeemable Class A units at redemption value	198,064			268,494			(26,251		)
Accrued capital expenditures included in accounts payable and accrued expenses	88,115			102,976			120,564
Write-off of fully depreciated assets	(86,064		)	(58,810		)	(305,679		)
Increase in assets and liabilities resulting from the consolidation of Farley Office and Retail Building:
Real estate, net	401,708			—			—
Mortgage payable, net	249,459			—			—
Increase in assets and liabilities resulting from the consolidation of Moynihan Train Hall:
Real estate, net	346,926			—			—
Moynihan Train Hall obligation	346,926			—			—
Non-cash distribution to JBG SMITH Properties:
Assets	—			3,432,738			—
Liabilities	—			(1,414,186		)	—
Equity	—			(2,018,552		)	—
Reclassification of Series G and Series I cumulative redeemable preferred shares to liabilities upon call for redemption	—			455,514			—
Loan receivable established upon the spin-off of JBG SMITH Properties	—			115,630			—
(Reduction) increase in unrealized net gain on available-for-sale securities	—			(20,951		)	52,057
Decrease in assets and liabilities resulting from the disposition of Skyline properties:							—
Real estate, net	—			—			(189,284		)
Mortgage payable, net	—			—			(690,263		)
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:
Real estate, net	—			—			(122,047		)
Mortgage payable, net	—			—			(290,418		)

See notes to consolidated financial statements.

104

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners

Vornado Realty L.P.

New York, New York

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. and subsidiaries (the "Partnership") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2019, expressed an unqualified opinion on the Partnership's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 11, 2019

We have served as the Partnership’s auditor since 1997.

105

VORNADO REALTY L.P.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except unit amounts)	December 31, 2018			December 31, 2017
ASSETS
Real estate, at cost:
Land	$	3,306,280		$	3,143,648
Buildings and improvements	10,110,992			9,898,605
Development costs and construction in progress	2,266,491			1,615,101
Moynihan Train Hall development expenditures	445,693			—
Leasehold improvements and equipment	108,427			98,941
Total	16,237,883			14,756,295
Less accumulated depreciation and amortization	(3,180,175		)	(2,885,283		)
Real estate, net	13,057,708			11,871,012
Cash and cash equivalents	570,916			1,817,655
Restricted cash	145,989			97,157
Marketable securities	152,198			182,752
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 and $5,526	73,322			58,700
Investments in partially owned entities	858,113			1,056,829
Real estate fund investments	318,758			354,804
220 Central Park South condominium units ready for sale	99,627			—
Receivable arising from the straight-lining of rents, net of allowance of $1,644 and $954	935,131			926,711
Deferred leasing costs, net of accumulated amortization of $207,529 and $191,827	400,313			403,492
Identified intangible assets, net of accumulated amortization of $172,114 and $150,837	136,781			159,260
Other assets	431,938			469,562
	$	17,180,794		$	17,397,934
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY
Mortgages payable, net	$	8,167,798		$	8,137,139
Senior unsecured notes, net	844,002			843,614
Unsecured term loan, net	744,821			748,734
Unsecured revolving credit facilities	80,000			—
Moynihan Train Hall obligation	445,693			—
Accounts payable and accrued expenses	430,976			415,794
Deferred revenue	167,730			227,069
Deferred compensation plan	96,523			109,177
Preferred units redeemed on January 4 and 11, 2018	—			455,514
Other liabilities	311,806			468,255
Total liabilities	11,289,349			11,405,296
Commitments and contingencies
Redeemable partnership units:
Class A units - 12,544,477 and 12,528,899 units outstanding	778,134			979,509
Series D cumulative redeemable preferred units - 177,101 units outstanding	5,428			5,428
Total redeemable partnership units	783,562			984,937
Equity:
Partners' capital	8,624,751			8,392,223
Earnings less than distributions	(4,167,184		)	(4,183,253		)
Accumulated other comprehensive income	7,664			128,682
Total Vornado Realty L.P. equity	4,465,231			4,337,652
Noncontrolling interests in consolidated subsidiaries	642,652			670,049
Total equity	5,107,883			5,007,701
	$	17,180,794		$	17,397,934

See notes to the consolidated financial statements.

106

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per unit amounts)	Year Ended December 31,
	2018			2017			2016
REVENUES:
Property rentals	$	1,760,205		$	1,714,952		$	1,662,093
Tenant expense reimbursements	247,128			233,424			221,563
Fee and other income	156,387			135,750			120,086
Total revenues	2,163,720			2,084,126			2,003,742
EXPENSES:
Operating	963,478			886,596			844,566
Depreciation and amortization	446,570			429,389			421,023
General and administrative	141,871			150,782			143,643
(Benefit) expense from deferred compensation plan liability	(2,480		)	6,932			5,213
Transaction related costs, impairment loss and other	31,320			1,776			9,451
Total expenses	1,580,759			1,475,475			1,423,896
Operating income	582,961			608,651			579,846
Income from partially owned entities	9,149			15,200			168,948
(Loss) income from real estate fund investments	(89,231		)	3,240			(23,602		)
Interest and other investment income, net	17,057			30,861			24,335
(Loss) income from deferred compensation plan assets	(2,480		)	6,932			5,213
Interest and debt expense	(347,949		)	(345,654		)	(330,240		)
Purchase price fair value adjustment	44,060			—			—
Net gains on disposition of wholly owned and partially owned assets	246,031			501			160,433
Income before income taxes	459,598			319,731			584,933
Income tax expense	(37,633		)	(42,375		)	(7,923		)
Income from continuing operations	421,965			277,356			577,010
Income (loss) from discontinued operations	638			(13,228		)	404,912
Net income	422,603			264,128			981,922
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries	53,023			(25,802		)	(21,351		)
Net income attributable to Vornado Realty L.P.	475,626			238,326			960,571
Preferred unit distributions	(50,830		)	(65,593		)	(76,097		)
Preferred unit issuance costs	(14,486		)	—			(7,408		)
NET INCOME attributable to Class A unitholders	$	410,310		$	172,733		$	877,066
INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	0.01			(0.07		)	2.02
Net income per Class A unit	$	2.02		$	0.84		$	4.36
Weighted average units outstanding	202,068			201,214			200,350
INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net	$	2.00		$	0.90		$	2.32
Income (loss) from discontinued operations, net	—			(0.07		)	2.00
Net income per Class A unit	$	2.00		$	0.83		$	4.32
Weighted average units outstanding	203,412			203,300			202,017

See notes to consolidated financial statements.

107

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Net income	$	422,603		$	264,128		$	981,922
Other comprehensive income (loss):
(Reduction) increase in value of interest rate swaps and other	(14,635		)	15,477			27,432
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries	1,155			1,425			(2,739		)
(Reduction) increase in unrealized net gain on available-for-sale securities	—			(20,951		)	52,057
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary	—			14,402			—
Comprehensive income	409,123			274,481			1,058,672
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries	53,023			(25,802		)	(21,351		)
Comprehensive income attributable to Vornado	$	462,146		$	248,679		$	1,037,321

See notes to consolidated financial statements.

108

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands)	Preferred Units				Class A Units Owned by Vornado			Earnings Less Than Distributions			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
	Units	Amount			Units	Amount
Balance, December 31, 2017	36,800	$	891,988		189,984	$	7,500,235	$	(4,183,253	)	$	128,682		$	670,049		$	5,007,701
Cumulative effect of accounting change (see Note 2)	—	—			—	—		122,893			(108,374		)	—			14,519
Net loss attributable to Vornado Realty L.P.	—	—			—	—		475,626			—			—			475,626
Net income attributable to redeemable partnership units	—	—			—	—		(25,672		)	—			—			(25,672		)
Net income attributable to noncontrolling interests in consolidated subsidiaries	—	—			—	—		—			—			(53,023		)	(53,023		)
Distributions to Vornado	—	—			—	—		(479,348		)	—			—			(479,348		)
Distributions to preferred unitholders	—	—			—	—		(50,636		)	—			—			(50,636		)
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—			244	17,068		—			—			—			17,068
Under Vornado's employees' share option plan	—	—			279	5,919		(12,185		)	—			—			(6,266		)
Under Vornado's dividend reinvestment plan	—	—			20	1,390		—			—			—			1,390
Contributions	—	—			—	—		—			—			62,657			62,657
Distributions:
Real estate fund investments	—	—			—	—		—			—			(12,665		)	(12,665		)
Other	—	—			—	—		—			—			(33,250		)	(33,250		)
Conversion of Series A preferred units to Class A units	—	(31		)	2	30		—			—			—			(1		)
Deferred compensation units and options	—	—			6	1,157		(121		)	—			—			1,036
Pro rata share of other comprehensive income of nonconsolidated subsidiaries	—	—			—	—		—			1,155			—			1,155
Reduction in value of interest rate swaps	—	—			—	—		—			(14,634		)	—			(14,634		)
Unearned 2015 Out-Performance Plan awards acceleration	—	—			—	9,046		—			—			—			9,046
Adjustments to carry redeemable Class A units at redemption value	—	—			—	198,064		—			—			—			198,064
Preferred units issuance	—	(663		)	—			(14,486		)	—			—			(15,149		)
Redeemable partnership units' share of above adjustments	—	—			—	—		—			836			—			836
Consolidation of the Farley joint venture	—	—			—	—		—			—			8,720			8,720
Other	—	—			—	548		(2		)	(1		)	164			709
Balance, December 31, 2018	36,800	$	891,294		190,535	$	7,733,457	$	(4,167,184	)	$	7,664		$	642,652		$	5,107,883

See notes to consolidated financial statements.

109

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED

(Amounts in thousands)	Preferred Units					Class A Units Owned by Vornado			Earnings Less Than Distributions			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
	Units		Amount			Units	Amount
Balance, December 31, 2016	42,825		$	1,038,055		189,101	$	7,160,874	$	(1,419,382	)	$	118,972		$	719,977		$	7,618,496
Net income attributable to Vornado Realty L.P.	—		—			—	—		238,326			—			—			238,326
Net income attributable to redeemable partnership units	—		—			—	—		(10,910		)	—			—			(10,910		)
Net income attributable to noncontrolling interests in consolidated subsidiaries	—		—			—	—		—			—			25,802			25,802
Distributions to Vornado	—		—			—	—		(496,490		)	—			—			(496,490		)
Distributions to preferred unitholders	—		—			—	—		(65,399		)	—			—			(65,399		)
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—		—			403	38,747		—			—			—			38,747
Under Vornado's employees' share option plan	—		—			449	28,253		—			—			—			28,253
Under Vornado's dividend reinvestment plan	—		—			17	1,459		—			—			—			1,459
Contributions	—		—			—	—		—			—			1,044			1,044
Distributions:
JBG SMITH Properties	—		—			—	—		(2,428,345		)	—			—			(2,428,345		)
Real estate fund investments	—		—			—	—		—			—			(73,850		)	(73,850		)
Other	—		—			—	—		—			—			(2,618		)	(2,618		)
Conversion of Series A preferred units to Class A units	(5	)	(162		)	10	162		—			—			—			—
Deferred compensation units and options	—		—			—	2,246		(418		)	—			—			1,828
Reduction in unrealized net gain on available-for-sale securities	—		—			—	—		—			(20,951		)	—			(20,951		)
Pro rata share of amounts reclassified related to a nonconsolidated subsidiary	—		—			—	—		—			14,402			—			14,402
Pro rata share of other comprehensive income of nonconsolidated subsidiaries	—		—			—	—		—			1,425			—			1,425
Increase in value of interest rate swaps	—		—			—	—		—			15,476			—			15,476
Adjustments to carry redeemable Class A units at redemption value	—		—			—	268,494		—			—			—			268,494
Preferred units issuance	12,780		309,609			—	—		—			—			—			309,609
Cumulative redeemable preferred units called for redemption	(18,800	)	(455,514		)	—	—		—			—						(455,514		)
Redeemable partnership units' share of above adjustments	—		—			—	—		—			(642		)	—			(642		)
Other	—		—			4	—		(635		)	—			(306		)	(941		)
Balance, December 31, 2017	36,800		$	891,988		189,984	$	7,500,235	$	(4,183,253	)	$	128,682		$	670,049		$	5,007,701

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED

(Amounts in thousands)	Preferred Units					Class A Units Owned by Vornado					Earnings Less Than Distributions			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
	Units		Amount			Units		Amount
Balance, December 31, 2015	52,677		$	1,276,954		188,577		$	7,140,500		$	(1,766,780	)	$	46,921		$	778,483		$	7,476,078
Net income attributable to Vornado Realty L.P.	—		—			—		—			960,571			—			—			960,571
Net income attributable to redeemable partnership units	—		—			—		—			(53,654		)	—			—			(53,654		)
Net income attributable to noncontrolling interests in consolidated subsidiaries	—		—			—		—			—			—			21,351			21,351
Distributions to Vornado	—		—			—		—			(475,961		)	—			—			(475,961		)
Distributions to preferred unitholders	—		—			—		—			(75,903		)	—			—			(75,903		)
Redemption of Series J preferred units	(9,850	)	(238,842		)	—		—			(7,408		)	—			—			(246,250		)
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—		—			376		36,510			—			—			—			36,510
Under Vornado's employees' share option plan	—		—			123		6,825			—			—			—			6,825
Under Vornado's dividend reinvestment plan	—		—			16		1,444			—			—			—			1,444
Contributions	—		—			—		—			—			—			19,749			19,749
Distributions:
Real estate fund investments	—		—			—		—			—			—			(62,444		)	(62,444		)
Other	—		—			—		—			—			—			(36,804		)	(36,804		)
Conversion of Series A preferred units to Class A units	(2	)	(56		)	3		56			—			—			—			—
Deferred compensation units and options	—		—			7		1,788			(186		)	—			—			1,602
Increase in unrealized net gain on available-for-sale securities	—		—			—		—			—			52,057			—			52,057
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries	—		—			—		—			—			(2,739		)	—			(2,739		)
Increase in value of interest rate swap	—		—			—		—			—			27,434			—			27,434
Adjustments to carry redeemable Class A units at redemption value	—		—			—		(26,251		)	—			—			—			(26,251		)
Redeemable partnership units' share of above adjustments	—		—			—		—			—			(4,699		)	—			(4,699		)
Other	—		(1		)	(1	)	2			(61		)	(2		)	(358		)	(420		)
Balance, December 31, 2016	42,825		$	1,038,055		189,101		$	7,160,874		$	(1,419,382	)	$	118,972		$	719,977		$	7,618,496

See notes to consolidated financial statements.

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VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Cash Flows from Operating Activities:
Net income	$	422,603		$	264,128		$	981,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	472,785			529,826			595,270
Net gains on disposition of wholly owned and partially owned assets	(246,031		)	(501		)	(175,735		)
Net realized and unrealized losses on real estate fund investments	84,706			15,267			40,655
Distributions of income from partially owned entities	78,831			82,095			214,800
Purchase price fair value adjustment	(44,060		)	—			—
Amortization of below-market leases, net	(38,573		)	(46,790		)	(53,202		)
Decrease in fair value of marketable securities	26,453			—			—
Return of capital from real estate fund investments	20,290			91,606			71,888
Change in valuation of deferred tax assets and liabilities	12,835			34,800			—
Real estate impairment losses	12,000			—			161,165
Equity in net income of partially owned entities	(9,149		)	(15,635		)	(165,389		)
Straight-lining of rents	(7,605		)	(45,792		)	(146,787		)
Net gains on sale of real estate and other	—			(3,489		)	(5,074		)
Net gain on extinguishment of Skyline properties debt	—			—			(487,877		)
Other non-cash adjustments	39,221			56,480			39,406
Changes in operating assets and liabilities:
Real estate fund investments	(68,950		)	—			—
Tenant and other receivables, net	(14,532		)	1,183			(4,271		)
Prepaid assets	151,533			(12,292		)	(7,893		)
Other assets	(84,222		)	(79,199		)	(76,357		)
Accounts payable and accrued expenses	5,869			3,760			13,278
Other liabilities	(11,363		)	(15,305		)	(719		)
Net cash provided by operating activities	802,641			860,142			995,080
Cash Flows from Investing Activities:
Acquisitions of real estate and other	(574,812		)	(30,607		)	(91,103		)
Development costs and construction in progress	(418,186		)	(355,852		)	(606,565		)
Additions to real estate	(234,602		)	(271,308		)	(387,545		)
Proceeds from sales of real estate and related investments	219,731			9,543			183,173
Proceeds from sale of condominium units at 220 Central Park South	214,776			—			—
Investments in loans receivable	(105,000		)	—			(11,700		)
Distributions of capital from partially owned entities	100,178			366,155			196,635
Moynihan Train Hall expenditures	(74,609		)	—			—
Investments in partially owned entities	(37,131		)	(40,537		)	(127,608		)
Proceeds from repayments of loans receivable	25,757			659			45
Proceeds from sale of marketable securities	4,101			—			3,937
Net consolidation of Farley Office and Retail Building	2,075			—			—
Proceeds from the repayment of JBG SMITH Properties loan receivable	—			115,630			—
Net deconsolidation of 7 West 34th Street	—			—			(48,000		)
Purchases of marketable securities	—			—			(4,379		)
Net cash used in investing activities	(877,722		)	(206,317		)	(893,110		)

See notes to consolidated financial statements.

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VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Cash Flows from Financing Activities:
Repayments of borrowings	$	(685,265	)	$	(631,681	)	$	(1,894,990	)
Proceeds from borrowings	526,766			1,055,872			2,403,898
Distributions to Vornado	(479,348		)	(496,490		)	(475,961		)
Redemption of preferred units	(470,000		)	—			(246,250		)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(76,149		)	(109,697		)	(130,590		)
Moynihan Train Hall reimbursement from Empire State Development	74,609			—			—
Contributions from noncontrolling interests in consolidated subsidiaries	61,062			1,044			11,950
Distributions to preferred unitholders	(55,115		)	(64,516		)	(80,137		)
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other	(12,969		)	(418		)	(186		)
Debt issuance costs	(12,908		)	(12,325		)	(42,157		)
Proceeds received from exercise of Vornado stock options and other	7,309			29,712			8,269
Debt prepayment and extinguishment costs	(818		)	(3,217		)	—
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)	—			(416,237		)	—
Proceeds from issuance of preferred units	—			309,609			—
Net cash used in financing activities	(1,122,826		)	(338,344		)	(446,154		)
Net (decrease) increase in cash and cash equivalents and restricted cash	(1,197,907		)	315,481			(344,184		)
Cash and cash equivalents and restricted cash at beginning of period	1,914,812			1,599,331			1,943,515
Cash and cash equivalents and restricted cash at end of period	$	716,905		$	1,914,812		$	1,599,331

Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	1,817,655	$	1,501,027	$	1,835,707
Restricted cash at beginning of period	97,157		95,032		99,943
Restricted cash included in discontinued operations at beginning of period	—		3,272		7,865
Cash and cash equivalents and restricted cash at beginning of period	$	1,914,812	$	1,599,331	$	1,943,515
Cash and cash equivalents at end of period	$	570,916	$	1,817,655	$	1,501,027
Restricted cash at end of period	145,989		97,157		95,032
Restricted cash included in discontinued operations at end of period	—		—		3,272
Cash and cash equivalents and restricted cash at end of period	$	716,905	$	1,914,812	$	1,599,331

See notes to consolidated financial statements.

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VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(Amounts in thousands)	Year Ended December 31,
	2018			2017			2016
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $67,402, $43,071 and $29,584	$	311,835		$	338,983		$	368,762
Cash payments for income taxes	$	62,225		$	6,727		$	9,716
Non-Cash Investing and Financing Activities:
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	$	233,179		$	—		$	—
Adjustments to carry redeemable Class A units at redemption value	198,064			268,494			(26,251		)
Accrued capital expenditures included in accounts payable and accrued expenses	88,115			102,976			120,564
Write-off of fully depreciated assets	(86,064		)	(58,810		)	(305,679		)
Increase in assets and liabilities resulting from the consolidation of Farley Office and Retail Building:
Real estate, net	401,708			—			—
Mortgage payable, net	249,459			—			—
Increase in assets and liabilities resulting from the consolidation of Moynihan Train Hall:
Real estate, net	346,926			—			—
Moynihan Train Hall obligation	346,926			—			—
Non-cash distribution to JBG SMITH Properties:
Assets	—			3,432,738			—
Liabilities	—			(1,414,186		)	—
Equity	—			(2,018,552		)	—
Reclassification of Series G and Series I cumulative redeemable preferred units to liabilities upon call for redemption	—			455,514			—
Loan receivable established upon the spin-off of JBG SMITH Properties	—			115,630			—
(Reduction) increase in unrealized net gain on available-for-sale securities	—			(20,951		)	52,057
Decrease in assets and liabilities resulting from the disposition of Skyline properties:
Real estate, net	—			—			(189,284		)
Mortgage payable, net	—			—			(690,263		)
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:
Real estate, net	—			—			(122,047		)
Mortgage payable, net	—			—			(290,418		)

See notes to consolidated financial statements.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2018. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

We currently own all or portions of:

New York:

• 19.9 million square feet of Manhattan office in 36 properties;

• 2.6 million square feet of Manhattan street retail in 71 properties;

• 1,999 units in eleven residential properties;

• The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn District; and

• A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building.

Other Real Estate and Related Investments:

• The 3.7 million square foot theMART in Chicago;

• A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco’s financial district aggregating 1.8 million square feet, known as the Bank of America Center;

• A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the general partner and investment manager of the fund;

• Other real estate and other investments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Certain prior year balances have been reclassified in order to conform to the current period presentation. For the years ended December 31, 2017 and 2016, expense of $6,932,000 and $5,213,000, respectively, related to the mark-to-market of our deferred compensation plan liability was reclassified from "general and administrative" expenses to "expense from deferred compensation plan liability" and income of $6,932,000 and $5,213,000, respectively, related to the mark-to-market of our deferred compensation plan assets was reclassified from "interest and other investment income, net" to "income from deferred compensation plan assets" on our consolidated statements of income. In addition, for the years ended December 31, 2017 and 2016, expense of $1,285,000 and $694,000, respectively, related to New York City Unincorporated Business Tax was reclassified from "general and administrative" expenses to "income tax expense" on our consolidated statements of income. Assets and liabilities related to discontinued operations as of December 31, 2017 were reclassified to “other assets” and “other liabilities”, respectively, on our consolidated balance sheets.

Recently Issued Accounting Literature

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which was effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our financial statements (see Note 3 - Revenue Recognition).

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASCTopic 825, Financial Instruments. ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 was effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update effective January 1, 2018 using the modified retrospective approach. While the adoption of this update requires us to continue to measure “marketable securities” at fair value on each reporting date, the changes in fair value will be recognized in current period earnings as opposed to “other comprehensive income (loss).” As a result, on January 1, 2018 we recorded a decrease to beginning accumulated deficit of $111,225,000 to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. Subsequent changes in the fair value of our marketable securities will be recorded to “interest and other investment income, net” on our consolidated statements of income. For the year ended December 31, 2018, we recorded a decrease of $26,453,000 in the fair value of our marketable securities which is included in “interest and other investment income, net” on our consolidated statements of income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies – continued

Recently Issued Accounting Literature - continued

In February 2016, the FASB issued an update (“ASU 2016-02”) establishing ASC Topic 842, Leases ("ASC 842"), as amended by subsequent ASUs on the topic, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a two-method approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize an expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by the lessor is largely unchanged from that applied under the existing lease standard. We adopted this standard effective January 1, 2019. We have completed our evaluation of the overall impact of the adoption of ASU 2016-02 on our consolidated financial statements and accounting policies. In transitioning to ASC 842, we elected to use the practical expedient package available to us and did not elect to use hindsight. We have a number of ground leases, which are classified as operating leases, for which we are required to record a right-of-use asset and a lease liability equal to the present value of the remaining minimum lease payments, and will continue to recognize expense on a straight-line basis for these leases. On January 1, 2019, we recorded an aggregate of approximately $527,000,000 of right-of-use assets and corresponding $527,000,000 of lease liabilities as a result of the adoption of this standard.

Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, we will no longer capitalize internal leasing costs and instead will expense these costs as incurred. During the years ended December 31, 2018, 2017 and 2016, we capitalized internal leasing costs of $5,538,000, $5,243,000, and $7,352,000 respectively, excluding the internal leasing costs of our former Washington, DC segment which was spun-off on July 17, 2017.

In February 2017, the FASB issued an update (“ASU 2017-05”) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets to ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 clarifies the scope of recently established guidance on nonfinancial asset derecognition, as well as the accounting for partial sales of nonfinancial assets. This update conforms the derecognition guidance on nonfinancial assets with the model for transactions in ASC 606. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update on January 1, 2018 using the modified retrospective approach applied to all contracts not yet completed. The adoption of this update did not have a material impact on our consolidated financial statements.

In May 2017, the FASB issued an update (“ASU 2017-09”) Scope of Modification Accounting to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. ASU 2017-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this update on January 1, 2018 did not have a material impact on our consolidated financial statements.

In August 2017, the FASB issued an update (“ASU 2017-12”) Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 requires subsequent changes in fair value of a hedging instrument that has been designated and qualifies as a cash flow hedge to be recognized as a component of “other comprehensive income (loss).” ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We early adopted ASU 2017-12 on January 1, 2018 using the modified retrospective approach. The adoption of this update did not have a material impact on our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies – continued

In August 2018, the FASB issued an update (“ASU 2018-13”) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of the additional disclosures until the effective date. We are currently evaluating the impact of the adoption of this update on our consolidated financial statements and disclosures.

In October 2018, the FASB issued an update ("ASU 2018-16") Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to ASC 815. ASU 2018-16 expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. ASU 2018-16 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this update effective January 1, 2019. The adoption of this update did not have a material impact on our consolidated financial statements.

Significant Accounting Policies

Real Estate: Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Additions to real estate include interest and debt expense capitalized during construction of $73,166,000 and $48,231,000 for the years ended December 31, 2018 and 2017, respectively.

Upon the acquisition of real estate we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. We recognized impairment losses of $12,000,000 and $160,700,000 for the years ended December 31, 2018 and 2016, respectively. There were no impairment losses in the year ended December 31, 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Basis of Presentation and Significant Accounting Policies – continued

Significant Accounting Policies - continued

Partially Owned Entities:We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary, or have a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Investments that do not qualify for consolidation or equity method accounting are accounted for under the cost method.

Investments in partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value below the carrying values and we conclude such decline is other-than-temporary. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. In the years ended December 31, 2017 and 2016, we recognized non-cash impairment losses on investments in partially owned entities aggregating $44,465,000 and $20,290,000, respectively. There were no non-cash impairment losses on investments in partially owned entities in the year ended December 31, 2018.

220 Central Park South Condominium Units Ready For Sale: We are constructing a residential condominium tower at 220 Central Park South ("220 CPS"). Condominium units are reclassed from development costs and construction in progress to 220 Central Park South condominium units ready for sale upon receipt of the unit's temporary certificate of occupancy. These units are substantially complete and ready for sale. Each unit is carried at the lower of its carrying amount or fair value less costs to sell. We have used the relative sales value method to allocate costs to individual condominium units. GAAP income is recognized when legal title transfers upon closing of the condominium unit sales. As of December 31, 2018, none of the 220 CPS condominium units ready for sale have a carrying value that exceeds fair value.

Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consists of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service (“CDARS”). 

Restricted Cash: Restricted cash consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.   

Allowance for Doubtful Accounts: We periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease agreements. We also maintain an allowance for receivables arising from the straight-lining of rents. These receivables arise from earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. As of December 31, 2018 and 2017, we had $4,154,000 and $5,526,000, respectively, in allowances for doubtful accounts. In addition, as of December 31, 2018 and 2017, we had $1,644,000 and $954,000, respectively, in allowances for receivables arising from the straight-lining of rents.

Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest expense. Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.

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2. Basis of Presentation and Significant Accounting Policies – continued

Significant Accounting Policies - continued

Income Taxes: Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90%of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100%of its REIT taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 2018, were characterized, for federal income tax purposes, as 91.7% ordinary income and 8.3% long-term capital gain. Dividends distributed for the year ended December 31, 2017, were characterized, for federal income tax purposes, as ordinary income. Dividends distributed for the year ended December 31, 2016, were characterized, for federal income tax purposes, as 83.5% ordinary income and 16.5% long-term capital gain.

 We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result of the reduction of federal corporate income tax rates, we decreased the value of our taxable REIT subsidiaries' deferred tax assets which resulted in additional income tax expense of $34,800,000 in the year ended December 31, 2017.

At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax assets, net of valuation allowances, of $109,949,000 and $69,209,000, respectively, and are included in “other assets” on our consolidated balance sheets. At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax liabilities of $28,676,000 and $13,697,000, respectively, which are included in "other liabilities" on our consolidated balance sheets. The deferred tax assets and liabilities relate to net operating loss carryforwards and temporary differences between the book and tax basis of asset and liabilities. During 2018, we utilized $42,035,000 of deferred tax assets related to net operating loss carryforwards associated with our 220 CPS project.

For the years ended December 31, 2018, 2017 and 2016, we recognized $37,633,000, $42,375,000 and $7,923,000 of income tax expense, respectively, based on effective tax rates of approximately 8.2%, 13.3% and 1.4%, respectively. Income tax expense recorded in each of the years primarily relates to our consolidated taxable REIT subsidiaries, and certain state, local, and franchise taxes. The year ended December 31, 2018 included $16,771,000 of income tax expense relating to the purchase price fair value adjustment recorded upon our acquisition of an additional 44.9% ownership interest in Farley Office and Retail Building and $13,888,000 of income tax expense recognized on the sale of 220 Central Park South condominium units. Income tax expense for the year ended December 31, 2017 included $34,800,000 of additional tax expense resulting from the reduction in the federal corporate tax rate, as discussed above. The Company has no uncertain tax positions recognized as of December 31, 2018 and 2017.

The Operating Partnership’s partners are required to report their respective share of taxable income on their individual tax returns.

The following table reconciles net income attributable to Vornado common shareholders to estimated taxable income for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net income attributable to Vornado common shareholders	$	384,832		$	162,017		$	823,606
Book to tax differences (unaudited):
Depreciation and amortization	234,325			213,083			302,092
Tangible property regulations	(86,040		)	—			—
Sale of real estate and other capital transactions	31,527			11,991			(39,109		)
Vornado stock options	(22,992		)	(6,383		)	(3,593		)
Earnings of partially owned entities	15,711			(3,054		)	(149,094		)
Impairment losses	11,260			49,062			170,332
Straight-line rent adjustments	(7,133		)	(36,696		)	(137,941		)
Tax expense related to the reduction of our taxable REIT subsidiaries' deferred tax assets	—			32,663			—
Net gain on extinguishment of Skyline properties debt	—			—			(457,970		)
Other, net	18,956			25,057			9,121
Estimated taxable income (unaudited)	$	580,446		$	447,740		$	517,444

The net basis of Vornado’s assets and liabilities for tax reporting purposes is approximately $1.9 billion lower than the amounts reported in Vornado’s consolidated balance sheet at December 31, 2018.

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3. Revenue Recognition

On January 1, 2018, we adopted ASC 606 which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires us to recognize for certain of our revenue sources the transfer of promised goods or services to customers in an amount that reflects the consideration we are entitled to in exchange for those goods or services. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our consolidated financial statements.

Our revenues primarily consist of property rentals, tenant expense reimbursements, and fee and other income. We operate in two reportable segments: New York and Other, with a significant portion of our revenues included in the “New York” segment. We have the following revenue sources and revenue recognition policies:

• Base rent is revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease.

• Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when rooms are occupied. Food and beverage and banquet revenue are recognized when the services have been transferred.

• Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows.

• Operating expense reimbursements is revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the common areas of our properties. Revenue is generally recognized in the same period as the related expenses are incurred.

• Tenant services is revenue arising from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred.

• Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities, and includes Building Maintenance Service (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred. Fee and other income also includes lease termination fee income which is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term.

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3. Revenue Recognition - continued

Below is a summary of our revenues by segment. Base rent, operating expense reimbursements and lease terminations represent revenues from leases and are recognized in accordance with ASC Topic 840, Leases. Revenues from Hotel Pennsylvania, trade shows, tenant services, BMS cleaning fees, management and leasing fees and other income represent revenues recognized in accordance with ASC 606. Additional financial information related to these reportable segments for the years ended December 31, 2018, 2017 and 2016 is set forth in Note 25 - Segment Information.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total		New York		Other
Base rent	$	1,623,122	$	1,371,182	$	251,940
Hotel Pennsylvania	94,399		94,399		—
Trade shows	42,684		—		42,684
Property rentals	1,760,205		1,465,581		294,624
Operating expense reimbursements	193,207		177,044		16,163
Tenant services	53,921		41,351		12,570
Tenant expense reimbursements	247,128		218,395		28,733
BMS cleaning fees	120,357		129,088		(8,731		)	(1)
Management and leasing fees	13,324		12,203		1,121
Lease termination fees	2,144		858		1,286
Other income	20,562		9,911		10,651
Fee and other income	156,387		152,060		4,327
Total revenues	$	2,163,720	$	1,836,036	$	327,684

(Amounts in thousands)	For the Year Ended December 31, 2017
	Total		New York		Other
Base rent	$	1,583,443	$	1,347,270	$	236,173
Hotel Pennsylvania	89,302		89,302		—
Trade shows	42,207		—		42,207
Property rentals	1,714,952		1,436,572		278,380
Operating expense reimbursements	179,381		165,347		14,034
Tenant services	54,043		42,273		11,770
Tenant expense reimbursements	233,424		207,620		25,804
BMS cleaning fees	104,143		110,986		(6,843		)	(1)
Management and leasing fees	10,087		8,599		1,488
Lease termination fees	8,171		7,955		216
Other income	13,349		7,575		5,774
Fee and other income	135,750		135,115		635
Total revenues	$	2,084,126	$	1,779,307	$	304,819

____________________

See notes on the following page.

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3. Revenue Recognition - continued

(Amounts in thousands)	For the Year Ended December 31, 2016
	Total		New York		Other
Base rent	$	1,538,605	$	1,313,611	$	224,994
Hotel Pennsylvania	80,785		80,785		—
Trade shows	42,703		—		42,703
Property rentals	1,662,093		1,394,396		267,697
Operating expense reimbursements	166,103		154,734		11,369
Tenant services	55,460		44,304		11,156
Tenant expense reimbursements	221,563		199,038		22,525
BMS cleaning fees	93,425		97,612		(4,187		)	(1)
Management and leasing fees	8,243		7,531		712
Lease termination fees	8,770		7,705		1,065
Other income	9,648		7,092		2,556
Fee and other income	120,086		119,940		146
Total revenues	$	2,003,742	$	1,713,374	$	290,368

____________________

(1) Represents the elimination of intercompany fees from the New York segment upon consolidation.

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4. Acquisitions

537 West 26th Street

On February 9, 2018, we acquired 537 West 26th Street, a 14,000 square foot commercial property adjacent to our 260 Eleventh Avenue office property, and 55,000 square feet of additional zoning air rights for $44,000,000.

1535 Broadway

On July 30, 2012, we entered into a lease with Host Hotels & Resorts, Inc. (NYSE: HST) (“Host”), under which we redeveloped the retail and signage components of the Marriott Times Square Hotel. We accounted for this lease as a “capital lease” and recorded a $240,000,000 capital lease asset and liability. On September 21, 2018, we acquired the retail condominium from Host for $442,000,000 (inclusive of the $240,000,000 capital lease liability). The original lease transaction provided that we would become the 100% owner through a put/call arrangement, based on a pre-negotiated formula. This transaction satisfies the put/call arrangement. Our 100% fee interest includes 45,000 square feet of retail, the 1,611 seat Marquis Theater and the largest digital sign in New York with a 330 linear foot, 25,000 square foot display.

Farley Office and Retail Building and Moynihan Train Hall

In September 2016, our joint venture with the Related Companies (“Related”) was designated by Empire State Development (“ESD”), an entity of New York State, to develop the Farley Office and Retail Building (the "Project"). The Project will include a new Moynihan Train Hall and approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. On June 15, 2017, the joint venture closed a 99-year, triple-net lease with ESD for the commercial space at the Project and made a $230,000,000 upfront contribution towards the construction of the train hall. At that time, we accounted for our investment in the joint venture under the equity method of accounting. The lease calls for annual rent payments of $5,000,000 plus payments in lieu of real estate taxes. Simultaneously, the joint venture completed a $271,000,000 loan facility, of which $257,941,000 is outstanding at December 31, 2018. The interest-only loan is at LIBOR plus 3.25% (4.64% at December 31, 2018) and matures in June 2019 with twoone-year extension options.

On October 30, 2018, we increased our ownership interest in the joint venture to 95.0% from 50.1% by acquiring a 44.9% additional ownership interest from Related. The purchase price was $41,500,000 plus the reimbursement of $33,026,000 of costs funded by Related through October 30, 2018. We consolidate the accounts of the joint venture from the date of acquisition as it is a variable interest entity and we are deemed to be the primary beneficiary. In connection therewith, we recorded a net gain of $44,060,000, which is included in "purchase price fair value adjustment" on our consolidated statements of income. As a result of this gain, because we hold our investment in the joint venture through a taxable REIT subsidiary, $16,771,000 of income tax expense was recognized in our consolidated statements of income.

The joint venture has entered into a development agreement with ESD to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to ASC 840-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2018 of $445,693,000 are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.

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5. Real Estate Fund Investments

We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.

We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.

On January 17, 2018, the Fund completed the sale of the retail condominium at 11 East 68th Street, a property located on Madison Avenue and 68th Street, for $82,000,000. From the inception of this investment through its disposition, the Fund realized a $46,259,000 net gain.

In March 2011, a joint venture (the “Joint Venture”) owned 64.7% by the Fund, 30.3% by Vornado and 5.0% by a third party, acquired One Park Avenue for $394,000,000. In connection with the acquisition, the Joint Venture paid $3,000,000 of New York City real property transfer tax (the “Transfer Tax”) and filed a Real Property Tax Return (“RPTR”) with the New York City Department of Finance (the “Department of Finance”). The RPTR was audited by the Department of Finance in 2014 and an increased Transfer Tax was assessed. The Joint Venture appealed the increased Transfer Tax assessment and the Joint Venture's appeal was upheld by a New York City Administrative Law Judge (“ALJ”) in January 2017. The Department of Finance appealed the ALJ's decision and on February 16, 2018 the New York City Tax Appeals Tribunal (the “Tax Tribunal”) reversed the ALJ's decision and assessed $9,491,000 of additional Transfer Tax and $6,764,000 of interest. As a result of the Tax Tribunal's decision, we recorded an expense of $15,608,000, before noncontrolling interests, during the first quarter of 2018, which was subsequently paid on April 5, 2018, in order to permit us to appeal the Tax Tribunal's decision and stop the accrual of interest, of which $10,630,000 is included in “loss (income) from real estate fund investments” and $4,978,000 is included in “income from partially owned entities” (see Note 7 - Investments in Partially Owned Entities) on our consolidated statements of income for the twelve months ended December 31, 2018. We are appealing the Tax Tribunal's decision. Our appeal of the Tax Tribunal's decision is scheduled to be heard by the appellate court in the first half of 2019.

On April 19, 2018, the joint venture between the Fund and the Crowne Plaza Joint Venture completed a $255,000,000 refinancing of the Crowne Plaza Times Square Hotel. The interest-only loan is at LIBOR plus 3.53% (6.00%at December 31, 2018) and matures in May 2020 with threeone-year extension options. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The Crowne Plaza Times Square Hotel was previously encumbered by a $310,000,000 interest-only mortgage at LIBOR plus 2.80%, which was scheduled to mature in December 2018.

As of December 31, 2018, we had four real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $318,758,000, or $6,806,000 below our cost, and had remaining unfunded commitments of $50,494,000, of which our share was $16,119,000. At December 31, 2017, we had five real estate fund investments with an aggregate fair value of $354,804,000.

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5. Real Estate Fund Investments - continued

Below is a summary of (loss) income from the Fund and the Crowne Plaza Joint Venture for the years ended December 31, 2018, 2017 and 2016.    

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net investment income	$	6,105		$	18,507		$	17,053
Net unrealized loss on held investments	(83,794		)	(25,807		)	(41,162		)
Net realized (loss) gain on exited investments	(912		)	36,078			14,761
Previously recorded unrealized gain on exited investment	—			(25,538		)	(14,254		)
Transfer Tax	(10,630		)	—			—
(Loss) income from real estate fund investments	(89,231		)	3,240			(23,602		)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	61,230			(14,044		)	2,560
Loss from real estate fund investments attributable to the Operating Partnership (includes $4,252 of loss related to One Park Avenue potential additional transfer taxes and reduction in carried interest for the year ended December 31, 2018)	(28,001		)	(10,804		)	(21,042		)
Less loss attributable to noncontrolling interests in the Operating Partnership	1,732			673			1,270
Loss from real estate fund investments attributable to Vornado	$	(26,269	)	$	(10,131	)	$	(19,772	)

6. Marketable Securities

Our portfolio of marketable securities is comprised of equity securities that are presented on our consolidated balance sheets at fair value. On January 1, 2018, we adopted ASU 2016-01, which requires changes in the fair value of our marketable securities to be recorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in "accumulated other comprehensive income" on our consolidated balance sheets. As a result, on January 1, 2018 we recorded a decrease to beginning accumulated deficit of $111,225,000 to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. Subsequent changes in the fair value of our marketable securities are recorded to “interest and other investment income, net” on our consolidated statements of income.

We evaluate our portfolio of marketable securities for impairment each reporting period. For each of the securities in our portfolio with unrealized losses, we review the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline. In our evaluation, we consider our ability and intent to hold these investments for a reasonable period of time sufficient for us to recover our cost basis. We also evaluate the near-term prospects for each of these investments in relation to the severity and duration of the decline.  

The table below summarizes the changes of our marketable securities portfolio for the year ended December 31, 2018.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			Lexington Realty Trust			Other
Beginning balance	$	182,752		$	178,226		$	4,526
(Decrease) increase in fair value of marketable securities(1)	(26,453		)	(26,596		)	143
Sale of marketable securities	(4,101		)	—			(4,101		)
Ending balance	$	152,198		$	151,630		$	568

________________________________________

(1) Included in “interest and other investment income, net” on our consolidated statements of income (see Note 17 - Interest and Other Investment Income, Net).

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7. Investments in Partially Owned Entities

Alexander’s

As of December 31, 2018, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. As of December 31, 2018 and 2017, Alexander’s owed us an aggregate of $708,000 and $2,490,000, respectively, pursuant to such agreements.

As of December 31, 2018 the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s, based on Alexander’s December 31, 2018 closing share price of $304.74, was $504,061,000, or $396,078,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2018, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $39,046,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.

Alexander's paid $3,971,000 of Transfer Tax upon the November 2012 sale of its Kings Plaza Regional Shopping Center located in Brooklyn, New York. Alexander's accrued $23,797,000 of potential additional Transfer Tax and related interest based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments for details) during the first quarter of 2018 which was subsequently paid on April 5, 2018 in order to preserve Alexander's rights to continue litigation and stop accrual of interest, of which our 32.4% share is $7,708,000 and is included in “income from partially owned entities” on our consolidated statements of income for the year ended December 31, 2018.

Management, Development, Leasing and Other Agreements

We receive an annual fee for managing Alexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $315,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. In addition, we are entitled to a development fee of 6% of development costs, as defined.

We provide Alexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander’s tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander’s assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, and 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.

Building Maintenance Services (“BMS”), our wholly-owned subsidiary, supervises (i) cleaning, engineering and security services at Alexander’s 731 Lexington Avenue property and (ii) security services at Alexander’s Rego Park I, Rego Park II properties and The Alexander apartment tower. During the years ended December 31, 2018, 2017 and 2016, we recognized $2,705,000, $2,678,000 and $2,583,000 of income, respectively, for these services.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Investments in Partially Owned Entities – continued

Urban Edge Properties (“UE”) (NYSE: UE)

As of December 31, 2018, we own 5,717,184 UE operating partnership units, representing a 4.5% ownership interest in UE. We account for our investment in UE under the equity method and record our share of UE’s net income or loss on a one-quarter lag basis. In 2018, 2017 and 2016, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, (ii) our affiliate, Alexander’s, Rego Park retail assets and (iii) Interstate Properties ("Interstate") retail assets. As of December 31, 2018, the fair value of our investment in UE, based on UE’s December 31, 2018 closing share price of $16.62, was $95,020,000, or $49,676,000 in excess of the carrying amount on our consolidated balance sheet.

Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)

As of December 31, 2018, we own 6,250,000 PREIT operating partnership units, representing a 7.9% interest in PREIT. We account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag basis.

As of December 31, 2018, the fair value of our investment in PREIT, based on PREIT’s December 31, 2018 closing share price of $5.94, was $37,125,000, or $22,366,000 below the carrying amount on our consolidated balance sheet. As of December 31, 2018, the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately $35,744,000. The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received over our share of the book value of PREIT’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of PREIT’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in PREIT’s net loss. The basis difference related to the land will be recognized upon disposition of our investment.

Independence Plaza

We have a 50.1% economic interest in a joint venture that owns Independence Plaza, a three-building 1,327 unit residential complex in the Tribeca submarket of Manhattan. The joint venture paid $1,730,000 of Transfer Tax upon its acquisition of the property in December 2012. The joint venture accrued $13,103,000 of potential additional Transfer Tax and related interest based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments for details) during the first quarter of 2018, which was subsequently paid on April 5, 2018, in order to preserve the joint venture's rights to continue litigation and stop accrual of interest. Because we consolidate the entity that incurred the potential additional Transfer Tax, $13,103,000 of expense is included in “transaction related costs, impairment loss and other” and $6,538,000 is allocated to “noncontrolling interests in consolidated subsidiaries” on our consolidated statements of income.

On June 11, 2018, the joint venture completed a $675,000,000 refinancing of Independence Plaza. The seven-year interest-only loan matures in July 2025 and has a fixed rate of 4.25%. Our share of net proceeds, after repayment of the existing 3.48%$550,000,000 mortgage and closing costs, was $55,618,000.

Toys "R" Us, Inc. ("Toys")

On September 18, 2017, Toys filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. In the second quarter of 2018, Toys ceased U.S. operations. On February 1, 2019, the plan of reorganization for Toys "R" Us, Inc., in which we owned a 32.5% interest, was declared effective, and our stock in Toys was canceled. At December 31, 2018 and 2017, we carried our Toys investment at zero. The canceling of our stock in Toys will result in approximately a $420,000,000 capital loss deduction for tax purposes in 2019 (which if not offset by capital gains will result in a capital loss carry over available for five years).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Investments in Partially Owned Entities – continued

666 Fifth Avenue Office Condominium

On August 3, 2018, we completed the sale of our 49.5% interests in the 666 Fifth Avenue Office Condominium. We received net proceeds of $120,000,000 and recognized a financial statement gain of $134,032,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. The gain for tax purposes was approximately $254,000,000. We continue to own all of the 666 Fifth Avenue Retail Condominium encompassing the Uniqlo, Tissot and Hollister stores with 125 linear feet of frontage on Fifth Avenue between 52nd and 53rd Street.

Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55,244,000 for the participation we held in the mortgage loan. We recognized a financial statement gain of $7,308,000, which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Below is a schedule summarizing our investments in partially owned entities.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	As of December 31,
		2018			2017
Investments:
Partially owned office buildings/land(1)	Various	$	499,005		$	504,393
Alexander’s	32.4%	107,983			126,400
PREIT	7.9%	59,491			66,572
UE	4.5%	45,344			46,152
Other investments(2)	Various	146,290			313,312
		$	858,113		$	1,056,829
330 Madison Avenue(3)	25.0%	$	(58,117	)	$	(53,999	)
7 West 34th Street(4)	53.0%	(51,579		)	(47,369		)
		$	(109,696	)	$	(101,368	)

________________________________________

(1) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 85 Tenth Avenue, 61 Ninth Avenue and others.

(2) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details).

(3) Our negative basis resulted from a refinancing distribution and is included in "other liabilities" on our consolidated balance sheets.

(4) Our negative basis results from a deferred gain from the sale of a 47.0% ownership interest in the property on May 27, 2016 and is included in "other liabilities" on our consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Investments in Partially Owned Entities – continued

Below is a schedule of net income (loss) from partially owned entities.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	As of December 31,
		2018			2017			2016
Our share of net income (loss):
Alexander's (see page 127 for details):
Equity in net income(1)	32.4%	$	10,485		$	25,820		$	27,470
Management, leasing and development fees		4,560			6,033			6,770
		15,045			31,853			34,240
UE (see page 128 for details):
Equity in net income(2)	4.5%	4,227			26,658			5,003
Management fees		233			670			836
		4,460			27,328			5,839
Partially owned office buildings(3)	Various	(3,085		)	2,109			5,773
PREIT (see page 128 for details)(4)	7.9%	(3,015		)	(53,325		)	(5,213		)
Other investments(5)	Various	(4,256		)	7,235			128,309
		$	9,149		$	15,200		$	168,948

____________________

(1) 2018 includes (i) our $7,708 share of Alexander's potential additional Transfer Tax, (ii) our $3,882 share of expense related to the decrease in fair value of marketable securities held by Alexander’s, (iii) our $1,085 share of a non-cash straight-line rent write-off adjustment related to Sears Roebuck and Co. which filed for Chapter 11 bankruptcy relief and (iv) our $518 share of Alexander’s litigation expense due to a settlement. 

(2) 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances.

(3) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of potential additional Transfer Tax related to the March 2011 acquisition of One Park Avenue (see Note 5 - Real Estate Fund Investments).

(4) 2017 includes a $44,465 non-cash impairment loss.

(5) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2018, 2017 and 2016, we recognized net losses of $4,873, $25,414, and $41,532, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. In 2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55%$625,000 refinancing of the property and we received net proceeds of $191,779 in repayment of our existing loans and preferred equity investments. We recognized $160,843 of income and no tax gain as a result of this transaction.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Investments in Partially Owned Entities – continued

Below is a summary of the debt of our partially owned entities as of December 31, 2018 and 2017.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	Maturity	Interest Rate at December 31, 2018	100% Partially Owned Entities’ Debt at December 31,(1)
				2018		2017
Partially owned office buildings(2):
Mortgages payable	Various	2019-2026	4.18%	$	3,985,855	$	3,934,894
PREIT:
Mortgages payable	7.9%	2020-2025	3.81%	1,642,408		1,586,045
UE:
Mortgages payable	4.5%	2021-2034	4.09%	1,563,375		1,415,806
Alexander's:
Mortgages payable	32.4%	2021-2025	3.67%	1,170,544		1,252,440
Other(3):
Mortgages payable and other	Various	2019-2025	4.57%	1,358,706		8,601,383

________________________________________

(1) All amounts are non-recourse to us except the $300,000 mortgage loan on 7 West 34th Street which we guaranteed in connection with the sale of a 47.0% equity interest in May 2016.

(2) Includes 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.

(3) Includes Independence Plaza, Rosslyn Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street, Toys, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details).

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,682,865,000 and $5,288,276,000 as of December 31, 2018 and 2017, respectively.

Summary of Condensed Combined Financial Information

The following is a summary of condensed combined financial information for all of our partially owned entities, including Alexander’s, as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	Balance as of December 31,
	2018		2017
Balance Sheet:
Assets	$	13,258,000	$	24,812,000
Liabilities	10,456,000		22,739,000
Noncontrolling interests	139,000		140,000
Equity	2,663,000		1,933,000

(Amounts in thousands)	For the Year Ended December 31,
	2018		2017			2016
Income Statement:
Total revenue	$	1,798,000	$	12,991,000		$	13,600,000
Net loss	52,000		(542,000		)	(65,000		)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. 220 Central Park South ("220 CPS")

We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost) is estimated to be approximately $1.4 billion, of which $1.2 billion has been expended as of December 31, 2018.

GAAP income from our 220 CPS project is recognized when legal title transfers upon closing of the condominium unit sales. During the fourth quarter of 2018, we completed the sale of 11 condominium units at 220 CPS for net proceeds aggregating $214,776,000and resulting in a financial statement net gain of$81,224,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $13,888,000 of income tax expense was recognized in our consolidated statements of income and $213,000,000 of the $950,000,000 220 CPS loan was repaid.

For income tax purposes, we recognize revenue associated with our 220 CPS project using the percentage of completion method. On May 25, 2018, the 220 CPS condominium offering plan was declared effective by the Attorney General of the State of New York. We paid $52,200,000 for estimated Federal, state and local income taxes due, which is included in "other assets" on our consolidated balance sheet as of December 31, 2018.

As of December 31, 2018, 83% of the condominium units are sold or under sales contracts, with closings scheduled through 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. Dispositions

New York

On June 21, 2018 we completed the $45,000,000 sale of 27 Washington Square North, which resulted in a net gain of $23,559,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Discontinued Operations

Washington, DC

On June 20, 2017, we completed a $220,000,000 financing of The Bartlett residential building. The five-year interest-only loan is at LIBOR plus 1.70% and matures in June 2022. On July 17, 2017, the property, the loan and the $217,000,000 of net proceeds were transferred to JBG SMITH Properties ("JBGS") in connection with the tax-free spin-off of our Washington, DC segment.

On July 17, 2017, prior to completion of the tax-free spin-off of our Washington, DC segment, we repaid the $43,581,000 LIBOR plus 1.25% mortgage encumbering 1700 and 1730 M Street which was scheduled to mature in August 2017. The unencumbered property was then transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.

On July 17, 2017, we completed the spin-off of our Washington, DC segment comprised of (i) 37 office properties totaling over 11.1 million square feet, five multifamily properties with 3,133 units and five other assets totaling approximately 406,000 square feet and (ii) 18 future development assets totaling over 10.4 million square feet of estimated potential development density, and (iii) $412.5 million of cash ($275.0 million plus The Bartlett financing proceeds less transaction costs and other mortgage items) to JBGS. On July 18, 2017, JBGS was combined with the management business and certain Washington, DC assets of The JBG Companies (“JBG”), a Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, is the Chairman of the Board of Trustees of JBGS. Mitchell Schear, former President of our Washington, DC business, is a member of the Board of Trustees of JBGS. We are providing transition services to JBGS initially including information technology, financial reporting and payroll services. The spin-off was effected through a tax-free distribution by Vornado to the holders of Vornado common shares of all of the common shares of JBGS at the rate of one JBGS common share for every two common shares of Vornado and the distribution by the Operating Partnership to the holders of its common units of all of the outstanding common units of JBG SMITH Properties LP (“JBGSLP”) at the rate of one JBGSLP common unit for every two common units of VRLP held of record. See JBGS’ Amendment No. 3 on Form 10 (File No. 1-37994) filed with the Securities and Exchange Commission on June 9, 2017 for additional information. Beginning in the third quarter of 2017, the historical financial results of our Washington, DC segment are reflected in our consolidated financial statements as discontinued operations for all periods presented.

On March 15, 2016, we notified the servicer of the $678,000,000 non-recourse mortgage loan on the Skyline properties located in Fairfax, Virginia, that cash flow would be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan was transferred to the special servicer. Consequently, based on the shortened holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700,000 non-cash impairment loss in the first quarter of 2016. The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%. In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to the loan agreement, the loan was in default, and was subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. For the year ended December 31, 2016, we recognized $7,823,000 of default interest expense. On August 24, 2016, the Skyline properties were placed in receivership. On December 21, 2016, the disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline properties’ assets (approximately $236,535,000) and liabilities (approximately aggregating $724,412,000), were removed from our consolidated balance sheet which resulted in a net gain of $487,877,000. There was no taxable income related to this transaction.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. Dispositions – continued

Discontinued Operations - continued

We have reclassified the revenues and expenses of our former Washington, DC segment, which was spun off on July 17, 2017, and other related retail assets that were sold to “income (loss) from discontinued operations” and the related assets and liabilities to “other assets” and “other liabilities” for all of the periods presented in the accompanying financial statements. The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2018 and 2017, and their combined results of operations and cash flows for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	Balance as of December 31,
	2018		2017
Assets related to discontinued operations (included in other assets)	$	113	$	1,357
Liabilities related to discontinued operations (included in other liabilities)	$	55	$	3,620

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Income (loss) from discontinued operations:
Total revenues	$	1,114		$	261,290		$	521,084
Total expenses	1,094			212,169			442,032
	20			49,121			79,052
Net gains on sale of real estate, a lease position and other	618			6,605			20,376
JBGS spin-off transaction costs	—			(68,662		)	(16,586		)
Income (loss) from partially-owned entities	—			435			(3,559		)
Net gain on early extinguishment of debt	—			—			487,877
Impairment losses	—			—			(161,165		)
Pretax income (loss) from discontinued operations	638			(12,501		)	405,995
Income tax expense	—			(727		)	(1,083		)
Income (loss) from discontinued operations	$	638		$	(13,228	)	$	404,912
Cash flows related to discontinued operations:
Cash flows from operating activities	$	(1,683	)	$	42,578		$	157,484
Cash flows from investing activities	—			(48,377		)	(216,125		)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases) as of December 31, 2018 and 2017.

(Amounts in thousands)	Balance as of December 31,
	2018			2017
Identified intangible assets:
Gross amount	$	308,895		$	310,097
Accumulated amortization	(172,114		)	(150,837		)
Total, net	$	136,781		$	159,260
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	503,373		$	530,497
Accumulated amortization	(341,779		)	(324,897		)
Total, net	$	161,594		$	205,600

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $38,573,000, $46,103,000 and $51,849,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	24,661
2020	23,591
2021	18,857
2022	15,746
2023	13,215

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $18,018,000, $25,057,000 and $28,897,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	13,726
2020	13,513
2021	11,974
2022	10,244
2023	10,157

We are a tenant under ground leases at certain properties. Amortization of these acquired below-market leases, net of above-market leases, resulted in an increase to rent expense (a component of operating expense) of $1,747,000 for each of the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	1,747
2020	1,747
2021	1,747
2022	1,747
2023	1,747

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. Debt

Secured Debt

On January 5, 2018, we completed a $100,000,000 refinancing of 33-00 Northern Boulevard (Center Building), a 471,000 square foot office building in Long Island City, New York. The seven-year loan is at LIBOR plus 1.80%, which was swapped to a fixed rate of 4.14%. We realized net proceeds of approximately $37,200,000 after repayment of the existing 4.43%$59,800,000 mortgage and closing costs.

On August 9, 2018, we completed a $120,000,000 refinancing of 4 Union Square South, a 206,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.40% (3.75% as of December 31, 2018) and matures in 2025, as extended. The property was previously encumbered by a $113,000,000 mortgage at LIBOR plus 2.15%, which was scheduled to mature in 2019.

On November 16, 2018, we completed a $205,000,000 refinancing of 150 West 34th Street, a 78,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.88% (4.26% as of December 31, 2018) and matures in 2024, as extended. Concurrently, we invested $105,000,000 in a participation in the refinanced mortgage loan, which earns interest at a rate of LIBOR plus 2.00% (4.38% as of December 31, 2018) and also matures in 2024, as extended, and is included in "other assets" on our consolidated balance sheets. The property was previously encumbered by a mortgage of the same amount at LIBOR plus 2.25%, which was scheduled to mature in 2020.

Unsecured Term Loan

On October 26, 2018, we extended our $750,000,000 unsecured term loan from October 2020 to February 2024. The interest rate on the extended unsecured term loan was lowered from LIBOR plus 1.15% to LIBOR plus 1.00% (3.52% as of December 31, 2018). In connection with the extension of our unsecured term loan, we entered into an interest rate swap from LIBOR plus 1.00% to a fixed rate of 3.87% through October 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. Debt – continued

The following is a summary of our debt:

(Amounts in thousands)	Weighted Average Interest Rate at December 31, 2018	Balance at December 31,
		2018			2017
Mortgages Payable:
Fixed rate	3.53%	$	5,003,465		$	5,461,706
Variable rate	4.33%	3,212,382			2,742,133
Total	3.84%	8,215,847			8,203,839
Deferred financing costs, net and other		(48,049		)	(66,700		)
Total, net		$	8,167,798		$	8,137,139
Unsecured Debt:
Senior unsecured notes	4.21%	$	850,000		$	850,000
Deferred financing costs, net and other		(5,998		)	(6,386		)
Senior unsecured notes, net		844,002			843,614
Unsecured term loan	3.87%	750,000			750,000
Deferred financing costs, net and other		(5,179		)	(1,266		)
Unsecured term loan, net		744,821			748,734
Unsecured revolving credit facilities	3.46%	80,000			—
Total, net		$	1,668,823		$	1,592,348

The net carrying amount of properties collateralizing the mortgages payable amounted to $9.1 billion at December 31, 2018. 

As of December 31, 2018, the principal repayments required for the next five yearsand thereafter are as follows:

(Amounts in thousands)	Mortgages Payable		Senior Unsecured Debt and Unsecured Resolving Credit Unsecured Facilities
Year Ended December 31,
2019	$	2,569,332	$	—
2020	2,192,567		—
2021	1,613,948		80,000
2022	950,000		400,000
2023	391,800		—
Thereafter	498,200		1,200,000

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Redeemable Noncontrolling Interests/Redeemable Partnership Units

Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. 

Below are the details of redeemable noncontrolling interests/redeemable partnership units as of December 31, 2018 and 2017.

(Amounts in thousands, except units and per unit amounts)	Balance as of December 31,				Units Outstanding at December 31,		Per Unit Liquidation Preference		Preferred or Annual Distribution Rate
Unit Series	2018		2017		2018	2017
Common:
Class A units held by third parties	$	778,134	$	979,509	12,544,477	12,528,899	n/a		$	2.52
Perpetual Preferred/Redeemable Preferred(1):
5.00% D-16 Cumulative Redeemable	$	1,000	$	1,000	1	1	$	1,000,000.00	$	50,000.00
3.25% D-17 Cumulative Redeemable	$	4,428	$	4,428	177,100	177,100	$	25.00	$	0.8125

________________________________________

(1) Holders may tender units for redemption to the Operating Partnership for cash at their stated redemption amount; Vornado, at its option, may assume that obligation and pay the holders either cash or Vornado preferred shares on a one-for-one basis. These units are redeemable at Vornado's option at any time.

Below is a table summarizing the activity of redeemable noncontrolling interests/redeemable partnership units.

(Amounts in thousands)
Balance, December 31, 2016	$	1,278,446
Net income	10,910
Other comprehensive income	643
Distributions	(33,229		)
Redemption of Class A units for Vornado common shares, at redemption value	(38,747		)
Adjustments to carry redeemable Class A units at redemption value (including $224,069 attributable to the spin-off of JBGS)	(268,494		)
Other, net	35,408
Balance, December 31, 2017	984,937
Net income	25,672
Other comprehensive loss	(836		)
Distributions	(31,828		)
Redemption of Class A units for Vornado common shares, at redemption value	(17,068		)
Adjustments to carry redeemable Class A units at redemption value	(198,064		)
Other, net	20,749
Balance, December 31, 2018	$	783,562

Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $50,561,000 as of December 31, 2018 and 2017. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. Shareholders' Equity/Partners' Capital

Common Shares (Vornado Realty Trust)

As of December 31, 2018, there were 190,535,499 common shares outstanding. During 2018, we paid an aggregate of $479,348,000of common dividends comprised of quarterly common dividends of $0.63 per share.

Class A Units (Vornado Realty L.P.)

As of December 31, 2018, there were 190,535,499 Class A units outstanding that were held by Vornado. These units are classified as “partners’ capital” on the consolidated balance sheets of the Operating Partnership. As of December 31, 2018, there were 12,544,477 Class A units outstanding, that were held by third parties. These units are classified outside of “partners’ capital” as “redeemable partnership units” on the consolidated balance sheets of the Operating Partnership (See Note 12 – Redeemable Noncontrolling Interests/Redeemable Partnership Units). During 2018, the Operating Partnership paid an aggregate of $479,348,000 of distributions to Vornado comprised of quarterly common distributions of $0.63 per unit.

Preferred Share/Preferred Units

On January 4 and 11, 2018, we redeemed all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units at their redemption price of $25.00 per share/unit, or $470,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption, and expensed $14,486,000 of previously capitalized issuance costs.

The following table sets forth the details of our preferred shares of beneficial interest and the preferred units of the Operating Partnership as of December 31, 2018 and 2017.

(Amounts in thousands, except share/unit and per share/per unit amounts)
							Per Share/Unit
	Balance as of December 31,				Shares/Units Outstanding at December 31,		Liquidation Preference		Annual Dividend/ Distribution(1)
Preferred Shares/Units	2018		2017		2018	2017
Convertible Preferred:
6.5% Series A: authorized 83,977 shares/units(2)	$	1,071	$	1,102	18,580	19,573	$	50.00	$	3.25
Cumulative Redeemable Preferred:
5.70% Series K: authorized 12,000,000 shares/units(3)	290,971		290,971		12,000,000	12,000,000	25.00		1.425
5.40% Series L: authorized 12,000,000 shares/units(3)	290,306		290,306		12,000,000	12,000,000	25.00		1.35
5.25% Series M: authorized 12,780,000 shares/units(3)	308,946		309,609		12,780,000	12,780,000	25.00		1.3125
	$	891,294	$	891,988	36,798,580	36,799,573

________________________________________

(1) Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.

(2) Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A Preferred Share/Unit.

(3) Redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption.

During 2018, we paid an aggregate of $55,115,000 of preferred dividends.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13.     Shareholders' Equity/Partners' Capital - continued

Accumulated Other Comprehensive Income (Loss)

The following table sets forth the changes in accumulated other comprehensive income (loss) by component.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			Securities available- for-sale			Pro rata share of nonconsolidated subsidiaries' OCI			Interest rate swap			Other
Balance as of December 31, 2017	$	128,682		$	109,554		$	3,769		$	23,542		$	(8,183	)
Cumulative effect of accounting change (see Note 2)	(108,374		)	(109,554		)	(1,671		)	2,851			—
Net current period other comprehensive income	(12,644		)	—			1,155			(14,634		)	835
Balance as of December 31, 2018	$	7,664		$	—		$	3,253		$	11,759		$	(7,348	)

14. Variable Interest Entities (“VIEs”)

Unconsolidated VIEs

As of December 31, 2018 and 2017, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 7 – Investments in Partially Owned Entities). As of December 31, 2018 and 2017, the net carrying amount of our investments in these entities was $257,882,000 and $352,925,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.

Consolidated VIEs

Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Fund and the Crowne Plaza Joint Venture, the Farley joint venture and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.

As of December 31, 2018, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,445,436,000 and $2,533,753,000 respectively. As of December 31, 2017, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $3,561,062,000 and $1,753,798,000, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Fair Value Measurements

ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.   

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) interest rate swaps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units, Series D-13 cumulative redeemable preferred units, and 6.625% Series G and Series I cumulative redeemable preferred shares/units which were redeemed on January 4 and 11, 2018 (See Note 13 - Shareholders' Equity/Partners' Capital)). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of December 31, 2018 and 2017, respectively. 

(Amounts in thousands)	As of December 31, 2018
	Total		Level 1		Level 2		Level 3
Marketable securities	$	152,198	$	152,198	$	—	$	—
Real estate fund investments	318,758		—		—		318,758
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	96,524		58,716		—		37,808
Interest rate swaps (included in other assets)	27,033		—		27,033		—
Total assets	$	594,513	$	210,914	$	27,033	$	356,566
Mandatorily redeemable instruments (included in other liabilities)	$	50,561	$	50,561	$	—	$	—
Interest rate swaps (included in other liabilities)	15,236		—		15,236		—
Total liabilities	$	65,797	$	50,561	$	15,236	$	—

(Amounts in thousands)	As of December 31, 2017
	Total		Level 1		Level 2		Level 3
Marketable securities	$	182,752	$	182,752	$	—	$	—
Real estate fund investments	354,804		—		—		354,804
Deferred compensation plan assets ($11,545 included in restricted cash and $97,632 in other assets)	109,177		69,049		—		40,128
Interest rate swaps (included in other assets)	27,472		—		27,472		—
Total assets	$	674,205	$	251,801	$	27,472	$	394,932
Mandatorily redeemable instruments ($50,561 included in other liabilities)	$	520,561	$	520,561	$	—	$	—
Interest rate swaps (included in other liabilities)	1,052		—		1,052		—
Total liabilities	$	521,613	$	520,561	$	1,052	$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15. Fair Value Measurements – continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Real Estate Fund Investments

As of December 31, 2018, we hadfour real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $318,758,000, or $6,806,000 below our cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 0.3 years to 4.0 years. Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs. 

The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, and current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments as of December 31, 2018 and 2017.    

	Range		Weighted Average (based on fair value of investments)
Unobservable Quantitative Input	December 31, 2018	December 31, 2017	December 31, 2018	December 31, 2017
Discount rates	10.0% to 15.0%	2.0% to 14.9%	13.4%	11.9%
Terminal capitalization rates	5.4% to 7.7%	4.7% to 6.7%	5.7%	5.5%

The above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Beginning balance	$	354,804		$	462,132
Net unrealized loss on held investments	(83,794		)	(25,807		)
Purchases/additional fundings	68,950			—
Dispositions	(20,290		)	(91,606		)
Net realized (loss) gain on exited investments	(912		)	36,078
Previously recorded unrealized gain on exited investment	—			(25,538		)
Other, net	—			(455		)
Ending balance	$	318,758		$	354,804

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15. Fair Value Measurements – continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Beginning balance	$	40,128		$	57,444
Sales	(12,621		)	(27,715		)
Purchases	9,183			5,786
Realized and unrealized (losses) gains	(274		)	2,519
Other, net	1,392			2,094
Ending balance	$	37,808		$	40,128

Fair Value Measurements on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of real estate assets required to be measured for impairment at December 31, 2018. There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets at December 31, 2017. The fair values of real estate assets required to be measured for impairment were determined using comparable sales activity.

(Amounts in thousands)	As of December 31, 2018
	Total		Level 1		Level 2		Level 3
Real estate asset	$	14,971	$	—	$	—	$	14,971

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15. Fair Value Measurements – continued

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of December 31, 2018 and 2017.

(Amounts in thousands)	As of December 31, 2018					As of December 31, 2017
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents	$	261,981		$	262,000	$	1,500,227		$	1,500,000
Debt:
Mortgages payable	$	8,215,847		$	8,179,000	$	8,203,839		$	8,194,000
Senior unsecured notes	850,000			847,000		850,000			878,000
Unsecured term loan	750,000			750,000		750,000			750,000
Unsecured revolving credit facilities	80,000			80,000		—			—
Total	$	9,895,847	(1)	$	9,856,000	$	9,803,839	(1)	$	9,822,000

____________________

(1) Excludes $59,226 and $74,352 of deferred financing costs, net and other as of December 31, 2018 and 2017 respectively.

16. Stock-based Compensation

Vornado’s 2010 Omnibus Share Plan (the “Plan”) provides the Compensation Committee of Vornado’s Board of Trustees (the “Committee”) the ability to grant incentive and non-qualified Vornado stock options, restricted stock, Appreciation-Only Long-Term Incentive Plan Units ("AO LTIP Units"), restricted Operating Partnership units (the "OP Units") and out-performance plan awards (the "OPPs" to certain of our employees and officers. Under the Plan, awards may be granted up to a maximum of 6,000,000 Vornado shares, if all awards granted are Full Value Awards, as defined, and up to 12,000,000 Vornado shares, if all of the awards granted are Not Full Value Awards, as defined, plus shares in respect of awards forfeited after May 2010 that were issued pursuant to Vornado’s 2002 Omnibus Share Plan. Full Value Awards are awards of securities, such as Vornado restricted shares, that, if all vesting requirements are met, do not require the payment of an exercise price or strike price to acquire the securities. Not Full Value Awards are awards of securities, such as Vornado stock options, that do require the payment of an exercise price or strike price. This means, for example, if the Committee were to award only Vornado restricted shares, it could award up to 6,000,000 Vornado restricted shares. On the other hand, if the Committee were to award only Vornado stock options, it could award options to purchase up to 12,000,000 Vornado common shares (at the applicable exercise price). The Committee may also issue any combination of awards under the Plan, with reductions in availability of future awards made in accordance with the above limitations. As of December 31, 2018, Vornado has approximately 1,848,000 shares available for future grants under the Plan, if all awards granted are Full Value Awards, as defined.

On February 8, 2019, the Committee approved an amendment to our previously issued OP Units and Vornado restricted stock agreements which provides that the time-based vesting requirement no longer applies to participants who have reached 65 years of age. However, the right to convert such OP units and to sell such Vornado restricted stock are still subject to time-based vesting.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. Stock-based Compensation - continued

We account for all equity-based compensation in accordance with ASC 718. Below is a summary of our stock-based based compensation expense, a component of "general and administrative" expenses on our consolidated statements of income, during the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	December 31,
	2018		2017		2016
OP Units	$	17,763	$	20,630	$	21,136
OPPs	10,689		10,723		11,055
AO LTIP Units	2,113		—		—
Vornado stock options	587		747		937
Vornado restricted stock	570		729		851
	$	31,722	$	32,829	$	33,979

Below is a summary of unrecognized compensation expense for the year ended December 31, 2018.

(Amounts in thousands)	December 31, 2018		Weighted-Average Remaining Contractual Term
OP Units	$	17,930	1.6
OPPs	3,798		1.8
AO LTIP Units	1,371		1.6
Vornado stock options	902		1.7
Vornado restricted stock	913		1.7
	$	24,914	1.6

OPPs

OPPs are multi-year, performance-based equity compensation plans under which participants have the opportunity to earn a class of units (“OPP units”) of the Operating Partnership if, and only if, Vornado outperforms a predetermined total shareholder return (“TSR”) and/or outperform the market with respect to a relative TSR during the three-year performance period (the “Performance Period”) as described below. OPP units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado common shares) following vesting.

Awards under the 2017 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “2017 Absolute Component”) and/or (ii) achieves a TSR above that of the SNL US Equity REIT Index over the three-year performance period (the “2017 Relative Component”).

Awards under the 2018 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “2018 Absolute Component”, collectively with the 2017 Absolute Component, the “Absolute Components”) and/or (ii) achieves a TSR above a benchmark weighted index comprised of 70% of the SNL US Office REIT Index and 30% of the SNL US Retail Index over the Performance Period (the “2018 Relative Component”, collectively with the 2017 Relative Component, the “Relative Components”).

The value of awards under the Relative Components and Absolute Components will be calculated separately and will each be subject to an aggregate $35,000,000 maximum award cap for all participants. The two components will be added together to determine the aggregate award size, which shall also be subject to the aggregate $35,000,000 maximum award cap for all participants. In the event awards are earned under the Absolute Components, but Vornado underperforms the index by more than 200 basis points per annum over the Performance Period (600 basis points over the three years), the amount earned under the Absolute Components will be reduced (and potentially fully negated) based on the degree by which the index exceeds Vornado’s TSR. In the event 2017 awards are earned under the 2017 Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, award earned under the 2017 Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with no awards being earned in the event Vornado’s TSR during the applicable measurement period is 0% or negative. In the event 2018 awards are earned under the 2018 Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, awards earned under the 2018 Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with awards earned under the Relative Component being reduced by a maximum of 50% in the event Vornado’s TSR during the applicable measurement period is 0% or negative.

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16. Stock-based Compensation - continued

OPPs - continued

If the designated performance objectives are achieved, awards under the 2017 and 2018 OPP will vest ratably in each of years three, four and five. In addition, all of Vornado’s Named Executive Officers (as defined in Vornado’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 6, 2018) are required to hold any earned and vested awards for one year following each such vesting date. Dividends on awards granted under the 2017 and 2018 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.

Below is the summary of the OPP units granted during the years December 31, 2018, 2017 and 2016.

Plan Year	Total Plan Notional Amount		Percentage of Notional Amount Granted		Grant Date Fair Value(1)		OPP Units Earned
2018	$	35,000,000	78.2	%	$	10,300,000	To be determined in 2021
2017	35,000,000		86.6	%	10,800,000		To be determined in 2020
2016	40,000,000		86.7	%	11,800,000		Not earned

________________________________________

(1) During the years ended December 31, 2018, 2017 and 2016, $8,040,000, $7,558,000, and $7,250,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service). The remaining $10,052,000, in aggregate, is being amortized into expense over a 5-year period from the date of each grant, using a graded vesting attribution model.

Vornado Stock Options     

Vornado stock options are granted at an exercise price equal to the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest over 4 years and expire 10 years from the date of grant. Compensation expense related to Vornado stock option awards is recognized on a straight-line basis over the vesting period.

Below is a summary of Vornado’s stock option activity for the year ended December 31, 2018.

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2018	2,823,900		$	46.62
Granted	33,897		72.40
Exercised	(620,157	)	28.52
Cancelled or expired	(7,347	)	75.25
Outstanding at December 31, 2018	2,230,293		$	51.95	1.6	$	26,464,877
Options vested and expected to vest at December 31, 2018	2,240,526		$	52.13	1.6	$	26,472,765
Options exercisable at December 31, 2018	2,162,843		$	51.15	1.4	$	26,464,877

The fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the years ended December 31, 2018, 2017 and 2016.

	December 31,
	2018	2017	2016
Expected volatility	35%	35%	35%
Expected life	5.0 years	5.0 years	5.0 years
Risk free interest rate	2.25%	1.95%	1.76%
Expected dividend yield	2.9%	3.0%	3.2%

The weighted average grant date fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $18.42, $25.84 and $22.14 , respectively. Cash received from option exercises for the years ended December 31, 2018, 2017 and 2016 was $5,927,000, $28,253,000 and $6,825,000, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016 was $25,820,000, $9,178,000 and $5,519,000, respectively.

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16. Stock-based Compensation – continued

AO LTIP Units

AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a Vornado common share exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level is intended to be equal to 100% of the then fair market value of a Vornado common share on the date of grant.  The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into Class A Operating Partnership units.  The number of Class A Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the conversion value on the conversion date over the threshold value designated at the time the AO LTIP Unit was granted, divided by (ii) the conversion value on the conversion date.  The “conversion value” is the value of a Vornado common share on the conversion date multiplied by the Conversion Factor as defined in the Partnership Agreement, which is currently one.  AO LTIP Units have a term of 10 years from the grant date. Each holder will generally receive special income allocations in respect of an AO LTIP Unit equal to 10% (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Class A Unit.  Upon conversion of AO LTIP Units to Class A Units, holders will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Class A Units during the period from the grant date of the AO LTIP Units through the date of conversion.

Below is a summary of AO LTIP Units activity for the year ended December 31, 2018. 

	Units		Weighted-Average Grant-Date Fair Value
Granted at January 12, 2018	185,046		$	72.40
Cancelled or expired	(6,200	)	72.40
Outstanding at December 31, 2018	178,846		72.40

AO LTIP Units granted during the year ended December 31, 2018 had a fair value of $3,484,000. The fair value of each AO LTIP Units granted is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the year ended December 31, 2018.

	December 31, 2018
Expected volatility	35%
Expected life	5.0 years
Risk free interest rate	2.25%
Expected dividend yield	2.9%

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16. Stock-based Compensation – continued

OP Units

OP Units are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, vest ratably overfour years and are subject to a taxable book-up event, as defined. Compensation expense related to OP Units is recognized ratably over the vesting period using a graded vesting attribution model. Distributions paid on unvested OP Units are charged to “net income attributable to noncontrolling interests in the Operating Partnership” on Vornado’s consolidated statements of income and to “preferred unit distributions” on the Operating Partnership’s consolidated statements of income and amounted to $2,559,000, $2,310,000 and $1,968,000 in the years ended December 31, 2018, 2017 and 2016, respectively.   

Below is a summary of restricted OP unit activity for the year ended December 31, 2018.

Unvested Units	Units		Weighted-Average Grant-Date Fair Value
Unvested at January 1, 2018	628,962		$	76.13
Granted	267,203		65.36
Vested	(246,670	)	73.12
Cancelled or expired	(7,651	)	76.62
Unvested at December 31, 2018	641,844		72.79

OP Units granted in 2018, 2017 and 2016 had a fair value of $17,463,000, $24,927,000 and $18,492,000, respectively. The fair value of OP Units that vested during the years ended December 31, 2018, 2017 and 2016 was $18,037,000, $20,903,000 and $22,701,000, respectively.

Vornado Restricted Stock

Vornado restricted stock awards are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant and generally vest over four years. Compensation expense related to Vornado’s restricted stock awards is recognized on a straight-line basis over the vesting period. Dividends paid on unvested Vornado restricted stock are charged directly to retained earnings and amounted to $44,000, $46,000 and $56,000 for the years ended December 31, 2018, 2017 and 2016, respectively.

Below is a summary of Vornado’s restricted stock activity for the year ended December 31, 2018.

Unvested Shares	Shares		Weighted-Average Grant-Date Fair Value
Unvested at January 1, 2018	14,845		$	81.05
Granted	8,602		72.40
Vested	(6,247	)	78.75
Cancelled or expired	(514	)	78.38
Unvested at December 31, 2018	16,686		77.54

Vornado restricted stock awards granted in 2018, 2017 and 2016 had a fair value of $623,000, $601,000 and $927,000, respectively. The fair value of restricted stock that vested during the years ended December 31, 2018, 2017 and 2016 was $492,000, $645,000 and $641,000, respectively.

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17. Interest and Other Investment Income, Net

The following table sets forth the details of our interest and other investment income, net:

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017		2016
(Decrease) increase in fair value of marketable securities:
Lexington Realty Trust	$	(26,596	)	$	—	$	—
Other	143			—		—
	(26,453		)	—		—
Interest on cash and cash equivalents and restricted cash	15,827			8,171		3,622
Dividends on marketable securities	13,339			13,276		13,135
Interest on loans receivable(1)	10,298			4,352		3,890
Other, net	4,046			5,062		3,688
	$	17,057		$	30,861	$	24,335

________________________________________

(1) Includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us for the year ended December 31, 2018.

18. Interest and Debt Expense

The following table sets forth the details of interest and debt expense. 

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Interest expense	$	389,136		$	359,819		$	328,398
Amortization of deferred financing costs	31,979			34,066			32,185
Capitalized interest and debt expense	(73,166		)	(48,231		)	(30,343		)
	$	347,949		$	345,654		$	330,240

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19. Income Per Share/Income Per Class A Unit

Vornado Realty Trust

The following table provides a reconciliation of both net income attributable to Vornado and the number of common shares used in the computation of (i) basic income per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income per common share - which includes the weighted average common shares and dilutive share equivalents. Dilutive share equivalents may include our Series A convertible preferred shares, employee stock options, restricted stock awards, OP Units, AO LTIP Units and OPPs.

(Amounts in thousands, except per share amounts)	Year Ended December 31,
	2018			2017			2016
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests	$	449,356		$	239,824		$	526,686
Income (loss) from discontinued operations, net of income attributable to noncontrolling interests	598			(12,408		)	380,231
Net income attributable to Vornado	449,954			227,416			906,917
Preferred share dividends	(50,636		)	(65,399		)	(75,903		)
Preferred share issuance costs	(14,486		)	—			(7,408		)
Net income attributable to common shareholders	384,832			162,017			823,606
Earnings allocated to unvested participating securities	(44		)	(46		)	(96		)
Numerator for basic income per share	384,788			161,971			823,510
Impact of assumed conversions:
Earnings allocated to Out-Performance Plan units	174			230			806
Convertible preferred share dividends	62			—			86
Numerator for diluted income per share	$	385,024		$	162,201		$	824,402
Denominator:
Denominator for basic income per share – weighted average shares	190,219			189,526			188,837
Effect of dilutive securities (1):
Employee stock options and restricted share awards	933			1,448			1,064
Out-Performance Plan units	101			284			230
Convertible preferred shares	37			—			42
Denominator for diluted income per share – weighted average shares and assumed conversions	191,290			191,258			190,173
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net	$	2.02		$	0.92		$	2.35
Income (loss) from discontinued operations, net	—			(0.07		)	2.01
Net income per common share	$	2.02		$	0.85		$	4.36
INCOME PER COMMON SHARE – DILUTED:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	—			(0.06		)	2.00
Net income per common share	$	2.01		$	0.85		$	4.34

________________________________________

(1) The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 12,232, 12,165 and12,022weighted average common share equivalents, respectively, as their effect was anti-dilutive.

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19. Income Per Share/Income Per Class A Unit – continued

Vornado Realty L.P.

The following table provides a reconciliation of both net income attributable to Vornado Realty L.P. and the number of Class A units used in the computation of (i) basic income per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units, and (ii) diluted income per Class A unit - which includes the weighted average Class A units and dilutive unit equivalents. Dilutive unit equivalents may include our Series A convertible preferred units, Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs.  

(Amounts in thousands, except per unit amounts)	Year Ended December 31,
	2018			2017			2016
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests	$	474,988		$	251,554		$	555,659
Income (loss) from discontinued operations	638			(13,228		)	404,912
Net income attributable to Vornado Realty L.P.	475,626			238,326			960,571
Preferred unit distributions	(50,830		)	(65,593		)	(76,097		)
Preferred unit issuance costs	(14,486		)	—			(7,408		)
Net income attributable to Class A unitholders	410,310			172,733			877,066
Earnings allocated to unvested participating securities	(2,973		)	(3,232		)	(4,177		)
Numerator for basic income per Class A unit	407,337			169,501			872,889
Impact of assumed conversions:
Convertible preferred unit distributions	62			—			86
Numerator for diluted income per Class A unit	$	407,399		$	169,501		$	872,975
Denominator:
Denominator for basic income per Class A unit – weighted average units	202,068			201,214			200,350
Effect of dilutive securities (1):
Vornado stock options and restricted unit awards	1,307			2,086			1,625
Convertible preferred units	37			—			42
Denominator for diluted income per Class A unit – weighted average units and assumed conversions	203,412			203,300			202,017
INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	0.01			(0.07		)	2.02
Net income per Class A unit	2.02			0.84			4.36
INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net	$	2.00		$	0.90		$	2.32
Income (loss) from discontinued operations, net	—			(0.07		)	2.00
Net income per Class A unit	$	2.00		$	0.83		$	4.32

________________________________________

(1) The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 110, 124 and 178 weighted average Class A unit equivalents, respectively, as their effect was anti-dilutive.

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20. Leases

As lessor:

We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rentals payable monthly in advance. Office building leases generally require the tenants to reimburse us for operating costs and real estate taxes above their base year costs. Certain leases provide for pass-through to tenants for the tenant’s share of real estate taxes, insurance and maintenance. Certain leases also provide for the payment by the lessee of additional rent based on a percentage of the tenants’ sales. As of December 31, 2018, future base rental revenue under non-cancelable operating leases, excluding rents for leases with an original term of less than one year and rents resulting from the exercise of renewal options, are as follows:

(Amounts in thousands)
Year Ending December 31:
2019	$	1,547,162
2020	1,510,097
2021	1,465,024
2022	1,407,615
2023	1,269,141
Thereafter	5,832,467

These amounts do not include percentage rentals based on tenants’ sales. These percentage rents approximated $4,746,000, $4,062,000 and $3,590,000, for the years ended December 31, 2018, 2017 and 2016, respectively.

None of our tenants accounted for more than 10%of total revenues in any of the years ended December 31, 2018, 2017 and 2016.

As lessee:          

We are a tenant under operating leases for certain properties. These leases have terms that expire during the next ninety-nine years. Future minimum lease payments under operating leases at December 31, 2018 are as follows:

(Amounts in thousands)
Year Ending December 31:
2019	$	46,147
2020	45,258
2021	42,600
2022	43,840
2023	44,747
Thereafter	1,612,627

Rent expense, a component of “operating" expenses on our consolidated statements of income, was $41,063,000, $40,219,000 and $40,170,000 for the years ended December 31, 2018, 2017 and 2016, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

21. Multiemployer Benefit Plans

Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.

Multiemployer Pension Plans

Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our participating subsidiaries may be required to bear its then pro rata share of unfunded obligations. If a participating subsidiary withdraws from a plan in which it participates, it may be subject to a withdrawal liability. As of December 31, 2018, our subsidiaries’ participation in these plans was not significant to our consolidated financial statements.

In the years ended December 31, 2018, 2017 and 2016, we contributed $10,377,000, $10,113,000 and $9,479,000, respectively, towards Multiemployer Pension Plans, which is included as a component of “operating” expenses on our consolidated statements of income. Our subsidiaries’ contributions did not represent more than 5% of total employer contributions in any of these plans for the years ended December 31, 2018, 2017 and 2016.

Multiemployer Health Plans

Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees. In the years ended December 31, 2018, 2017 and 2016, our subsidiaries contributed $30,354,000, $29,549,000 and $32,998,000, respectively, towards these plans, which is included as a component of “operating” expenses on our consolidated statements of income.

22. Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000and 19%of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.

Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22. Commitments and Contingencies – continued

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

Our mortgage loans are non-recourse to us, except for the mortgage loan secured by 7 West 34th Street, which we guaranteed and therefore is part of our tax basis. In certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of December 31, 2018, the aggregate dollar amount of these guarantees and master leases is approximately$660,000,000.

As of December 31, 2018, $13,337,000of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

A joint venture in which we own a 95.0% ownership interest was designated by ESD, an entity of New York State, to develop the Farley Office and Retail Building (see Note 4 - Acquisitions). The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.

As of December 31, 2018, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $18,000,000.

As of December 31, 2018, we have construction commitments aggregating approximately $404,000,000.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

23. Related Party Transactions

Alexander’s, Inc.

We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustee’s and its Chief Executive Officer, is also the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 7 - Investments in Partially Owned Entities.

Interstate Properties (“Interstate”)

Interstate is a general partnership in which Mr. Roth is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, respectively, are Interstate’s two other general partners. As of December 31, 2018, Interstate and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.2% of Alexander’s common stock.

We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the management agreement terms are fair to us. We earned $453,000, $501,000, and $521,000 of management fees under the agreement for the years ended December 31, 2018, 2017 and 2016, respectively.

Urban Edge Properties

We own 4.5% of UE. In 2018, 2017 and 2016, we provided UE with information technology support. 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, Rego retail assets. Fees paid to UE for servicing the retail assets of Alexander’s are similar to the fees that we are receiving from Alexander’s. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

24. Summary of Quarterly Results (Unaudited)

Vornado Realty Trust

The following summary represents the results of operations for each quarter in 2018 and 2017:

(Amounts in thousands, except per share amounts)			Net Income (Loss) Attributable to Common Shareholders (1)			Net Income (Loss) Per Common Share (2)
	Revenues					Basic			Diluted
2018
December 31	$	543,417	$	100,494		$	0.53		$	0.53
September 30	542,048		190,645			1.00			1.00
June 30	541,818		111,534			0.59			0.58
March 31	536,437		(17,841		)	(0.09		)	(0.09		)
2017
December 31	$	536,226	$	27,319		$	0.14		$	0.14
September 30	528,755		(29,026		)	(0.15		)	(0.15		)
June 30	511,087		115,972			0.61			0.61
March 31	508,058		47,752			0.25			0.25

____________________

(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations.

(2) The total for the year may differ from the sum of the quarters as a result of weighting.

Vornado Realty L.P.

The following summary represents the results of operations for each quarter in 2018 and 2017:

(Amounts in thousands, except per unit amounts)			Net Income (Loss) Attributable to Class A Unitholders (1)			Net Income (Loss) Per Class A Unit (2)
	Revenues					Basic			Diluted
2018
December 31	$	543,417	$	107,125		$	0.53		$	0.52
September 30	542,048		203,268			1.00			0.99
June 30	541,818		118,931			0.58			0.58
March 31	536,437		(19,014		)	(0.10		)	(0.10		)
2017
December 31	$	536,226	$	29,123		$	0.14		$	0.14
September 30	528,755		(30,952		)	(0.16		)	(0.16		)
June 30	511,087		123,630			0.61			0.61
March 31	508,058		50,932			0.25			0.25

____________________

(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations.

(2) The total for the year may differ from the sum of the quarters as a result of weighting.

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25. Segment Information

Net Operating Income ("NOI") represents total revenues less operating expenses.We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net income	$	422,603		$	264,128		$	981,922
Deduct:
Income from partially owned entities	(9,149		)	(15,200		)	(168,948		)
Loss (income) from real estate fund investments	89,231			(3,240		)	23,602
Interest and other investment income, net	(17,057		)	(30,861		)	(24,335		)
Net gains on disposition of wholly owned and partially owned assets	(246,031		)	(501		)	(160,433		)
Purchase price fair value adjustment	(44,060		)	—			—
(Income) loss from discontinued operations	(638		)	13,228			(404,912		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(65,311		)	(66,182		)
Add:
Depreciation and amortization expense	446,570			429,389			421,023
General and administrative expense	141,871			150,782			143,643
Transaction related costs, impairment loss and other	31,320			1,776			9,451
NOI from partially owned entities	253,564			269,164			271,114
Interest and debt expense	347,949			345,654			330,240
Income tax expense	37,633			42,375			7,923
NOI at share	1,382,620			1,401,383			1,364,108
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(86,842		)	(170,477		)
NOI at share - cash basis	$	1,337,916		$	1,314,541		$	1,193,631

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

25. Segment Information - continued

Below is a summary of NOI at share and selected balance sheet data by segment for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			New York			Other
Total revenues	$	2,163,720		$	1,836,036		$	327,684
Operating expenses	963,478			806,464			157,014
NOI - consolidated	1,200,242			1,029,572			170,670
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(48,490		)	(22,696		)
Add: Our share of NOI from partially owned entities	253,564			195,908			57,656
NOI at share	1,382,620			1,176,990			205,630
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(45,427		)	723
NOI at share - cash basis	$	1,337,916		$	1,131,563		$	206,353
Balance Sheet Data:
Real estate, at cost	$	16,237,883		$	12,351,943		$	3,885,940
Investments in partially owned entities	858,113			719,456			138,657
Total assets	17,180,794			14,628,712			2,552,082

(Amounts in thousands)	For the Year Ended December 31, 2017
	Total			New York			Other
Total revenues	$	2,084,126		$	1,779,307		$	304,819
Operating expenses	886,596			756,670			129,926
NOI - consolidated	1,197,530			1,022,637			174,893
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(65,311		)	(45,899		)	(19,412		)
Add: Our share of NOI from partially owned entities	269,164			189,327			79,837
NOI at share	1,401,383			1,166,065			235,318
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(86,842		)	(79,202		)	(7,640		)
NOI at share - cash basis	$	1,314,541		$	1,086,863		$	227,678
Balance Sheet Data:
Real estate, at cost	$	14,756,295		$	11,025,092		$	3,731,203
Investments in partially owned entities	1,056,829			861,430			195,399
Total assets	17,397,934			13,780,817			3,617,117

(Amounts in thousands)	For the Year Ended December 31, 2016
	Total			New York			Other
Total revenues	$	2,003,742		$	1,713,374		$	290,368
Operating expenses	844,566			716,754			127,812
NOI - consolidated	1,159,176			996,620			162,556
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(66,182		)	(47,480		)	(18,702		)
Add: Our share of NOI from partially owned entities	271,114			159,386			111,728
NOI at share	1,364,108			1,108,526			255,582
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(170,477		)	(143,239		)	(27,238		)
NOI at share - cash basis	$	1,193,631		$	965,287		$	228,344

158

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.     CONTROLS AND PROCEDURES

Vornado Realty Trust

Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15 (e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of Vornado Realty Trust, together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2018, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2018 was effective.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and our trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2018.

159

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Vornado Realty Trust

New York, New York

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vornado Realty Trust and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 11, 2019, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 11, 2019

160

ITEM 9A. - CONTINUED

Vornado Realty L.P.

Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15 (e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management of Vornado Realty Trust, sole general partner of Vornado Realty L.P., together with Vornado Realty L.P.’s consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2018, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2018 was effective.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and Vornado’s trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2018.

161

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners

Vornado Realty L.P.

New York, New York

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vornado Realty L.P. and subsidiaries (the “Partnership”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Partnership and our report dated February 11, 2019, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 11, 2019

162

ITEM 9B.  OTHER INFORMATION

 None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to trustees of Vornado, the Operating Partnership’s sole general partner, including its audit committee and audit committee financial expert, will be contained in Vornado’s definitive Proxy Statement involving the election of Vornado’s trustees which Vornado will file with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 not later than 120 days after December 31, 2018, and such information is incorporated herein by reference. Also incorporated herein by reference is the information under the caption “16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.

The following is a list of the names, ages, principal occupations and positions with Vornado of the executive officers of Vornado and the positions held by such officers during the past five years. All executive officers of Vornado have terms of office that run until the next succeeding meeting of the Board of Trustees of Vornado following the Annual Meeting of Vornado’s Shareholders unless they are removed sooner by Vornado’s Board.

Name	Age	PRINCIPAL OCCUPATION, POSITION AND OFFICE (Current and during past five years with Vornado unless otherwise stated)
Steven Roth	77	Chairman of the Board; Chief Executive Officer since April 2013 and from May 1989 to May 2009; Managing General Partner of Interstate Properties, an owner of shopping centers and an investor in securities and partnerships; Chief Executive Officer of Alexander’s, Inc. since March 1995, a Director since 1989, and Chairman since May 2004.
David R. Greenbaum	67	President of the New York Division since April 1997 (date of our acquisition); President of Mendik Realty (the predecessor to the New York Office division) from 1990 until April 1997.
Michael J. Franco	50	Executive Vice President - Chief Investment Officer since April 2015; Executive Vice President - Head of Acquisitions and Capital Markets since November 2010; Managing Director (2003-2010) and Executive Director (2001-2003) of the Real Estate Investing Group of Morgan Stanley.
Joseph Macnow	73	Executive Vice President - Chief Financial Officer and Chief Administrative Officer since February 2017; Executive Vice President - Finance and Chief Administrative Officer from June 2013 to February 2017; Executive Vice President - Finance and Administration from January 1998 to June 2013, and Chief Financial Officer from March 2001 to June 2013; Treasurer since May 2017, and Executive Vice President and Chief Financial Officer from August 1995 to April 2017 of Alexander's Inc.

Vornado, the Operating Partnership’s sole general partner, has adopted a Code of Business Conduct and Ethics that applies to, among others, the above executive officers, and its principal accounting officer, Matthew Iocco, Vornado's Executive Vice President - Chief Accounting Officer. Mr. Iocco, 48 years of age, has been the Executive Vice President - Chief Accounting Officer of Vornado since May 2015 and Chief Financial Officer of Alexanders, Inc. since April 2017. From May 2012 to May 2015, Mr. Iocco was the Senior Vice President - Chief Accounting Officer of Vornado. This Code is available on Vornado’s website at www.vno.com.

163

ITEM 11.  EXECUTIVE COMPENSATION

Information relating to Vornado’s executive officer and trustee compensation will be contained in Vornado’s Proxy Statement referred to above in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to security ownership of certain beneficial owners and management and related stockholder matters will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

Equity compensation plan information

The following table provides information as of December 31, 2018 regarding Vornado’s equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the second column)
Equity compensation plans approved by security holders	4,567,784	(1)	$	51.95	1,847,679	(2)
Equity compensation awards not approved by security holders	—		—		—
Total	4,567,784		$	51.95	1,847,679

________________________________________

(1) Includes an aggregate of 2,337,491 shares/units, comprised of (i) 16,686 restricted Vornado common shares,(ii) 641,844 restricted Operating Partnership units, (iii) 178,846 Appreciation-Only Long-Term Incentive Plan units and (iv) 1,500,115 Out-Performance Plan units, which do not have an exercise price.    

(2) Based on awards being granted as "Full Value Awards," as defined. If we were to grant "Not Full Value Awards," as defined, the number of securities available for future grants would be 3,695,358.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to certain relationships and related transactions, and director independence will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information relating to principal accounting fees and services will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Ratification of The Appointment of Independent Accounting Firm” and such information is incorporated herein by reference.

164

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K.

The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.

	Pages in this Annual Report on Form 10-K
II--Valuation and Qualifying Accounts--years ended December 31, 2018, 2017 and 2016	166
III--Real Estate and Accumulated Depreciation as of December 31, 2018, 2017 and 2016	167

Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.

165

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

December 31, 2018

(Amounts in Thousands)

Column A	Column B		Column C		Column D			Column E
Description	Balance at Beginning of Year		Additions Charged Against Operations		Uncollectible Accounts Written-off			Balance at End of Year
Year Ended December 31, 2018
Allowance for doubtful accounts	$	6,480	$	1,910	$	(2,592	)	$	5,798
Year Ended December 31, 2017
Allowance for doubtful accounts	$	8,621	$	26	$	(2,167	)	$	6,480
Year Ended December 31, 2016
Allowance for doubtful accounts	$	10,075	$	1,827	$	(3,281	)	$	8,621

166

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

(Amounts in thousands)

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition		Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements				Land		Buildings and improvements		Total (3)
New York
Manhattan
1290 Avenue of the Americas	$	950,000	$	515,539	$	923,653	$	231,245	$	515,539	$	1,154,898	$	1,670,437	$	336,807	1963	2007	(5)
697-703 Fifth Avenue	450,000		152,825		584,230		566		152,825		584,796		737,621		61,014			2014	(5)
350 Park Avenue	400,000		265,889		363,381		50,265		265,889		413,646		679,535		130,828		1960	2006	(5)
666 Fifth Avenue (Retail Condo)	390,000		189,005		471,072		—		189,005		471,072		660,077		73,059			2012	(5)
PENN1	—		—		412,169		257,803		—		669,972		669,972		300,399		1972	1998	(5)
100 West 33rd Street	398,402		242,776		247,970		35,200		242,776		283,170		525,946		88,054		1911	2007	(5)
1535 Broadway	—		130,433		322,581		161,766		130,439		484,341		614,780		36,439			2012	(5)
150 West 34th Street	205,000		119,657		268,509		—		119,657		268,509		388,166		24,054		1900	2015	(5)
1540 Broadway	—		105,914		214,208		28,868		105,914		243,076		348,990		61,252			2006	(5)
655 Fifth Avenue	140,000		102,594		231,903		—		102,594		231,903		334,497		30,681			2013	(5)
PENN2	575,000		53,615		164,903		119,920		52,689		285,749		338,438		161,909		1968	1997	(5)
90 Park Avenue	—		8,000		175,890		183,882		8,000		359,772		367,772		128,983		1964	1997	(5)
Manhattan Mall	181,598		88,595		113,473		71,596		88,595		185,069		273,664		65,646		2009	2007	(5)
770 Broadway	700,000		52,898		95,686		135,290		52,898		230,976		283,874		93,238		1907	1998	(5)
888 Seventh Avenue	375,000		—		117,269		142,980		—		260,249		260,249		122,204		1980	1998	(5)
PENN11	450,000		40,333		85,259		110,281		40,333		195,540		235,873		79,373		1923	1997	(5)
640 Fifth Avenue	—		38,224		25,992		160,092		38,224		186,084		224,308		61,374		1950	1997	(5)
909 Third Avenue	350,000		—		120,723		107,457		—		228,180		228,180		98,992		1969	1999	(5)
150 East 58th Street	—		39,303		80,216		47,732		39,303		127,948		167,251		60,078		1969	1998	(5)
595 Madison Avenue	—		62,731		62,888		40,335		62,731		103,223		165,954		41,920		1968	1999	(5)
330 West 34th Street	—		—		8,599		145,486		—		154,085		154,085		30,432		1925	1998	(5)
828-850 Madison Avenue	—		107,937		28,261		2,115		107,937		30,376		138,313		9,658			2005	(5)
33-00 Northern Boulevard	100,000		46,505		86,226		7,518		46,505		93,744		140,249		9,831		1915	2015	(5)
715 Lexington Avenue	—		—		26,903		63,249		63,000		27,152		90,152		9,346		1923	2001	(5)
478-486 Broadway	—		30,000		20,063		36,107		30,000		56,170		86,170		13,790		2009	2007	(5)
4 Union Square South	120,000		24,079		55,220		3,037		24,079		58,257		82,336		21,022		1965/2004	1993	(5)
Farley Office and Retail Building	257,941		—		476,235		33,988		—		510,223		510,223		—		1912	2018	(5)
Moynihan Train Hall	—		—		346,926		98,767		—		445,693		445,693		—		1912	2018	(5)
260 Eleventh Avenue	—		—		80,482		1,966		—		82,448		82,448		7,734		1911	2015	(5)
510 Fifth Avenue	—		34,602		18,728		35,545		48,403		40,472		88,875		9,616			2010	(5)
606 Broadway	51,290		45,406		8,993		39,821		—		94,220		94,220		—			2016	(5)
40 Fulton Street	—		15,732		26,388		23,527		15,732		49,915		65,647		22,146		1987	1998	(5)
689 Fifth Avenue	—		19,721		13,446		25,575		19,721		39,021		58,742		13,986		1925	1998	(5)
443 Broadway	—		11,187		41,186		—		11,187		41,186		52,373		5,821			2013	(5)

167

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(Amounts in thousands)

COLUMN A	COLUMN B		COLUMN C				COLUMN D			COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition			Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements					Land		Buildings and improvements		Total (3)
New York - continued
Manhattan - continued
40 East 66th Street	$	—	$	13,616	$	34,635	$	248		$	13,616	$	34,883	$	48,499	$	11,415		2005	(5)
155 Spring Street	—		13,700		30,544		4,872			13,700		35,416		49,116		9,910			2007	(5)
435 Seventh Avenue	95,782		19,893		19,091		40			19,893		19,131		39,024		7,903		2002	1997	(5)
3040 M Street	—		7,830		27,490		3,583			7,830		31,073		38,903		10,940			2006	(5)
608 Fifth Avenue	—		—		—		39,608			—		39,608		39,608		11,836		1932	2012	(5)
692 Broadway	—		6,053		22,908		3,690			6,053		26,598		32,651		9,185			2005	(5)
131-135 West 33rd Street	—		8,315		21,312		24			8,315		21,336		29,651		1,424			2016	(5)
265 West 34th Street	—		28,500		—		295			28,500		295		28,795		—		1920	2015	(5)
304 Canal Street	—		3,511		12,905		(731		)	3,511		12,174		15,685		714		1910	2014	(5)
677-679 Madison Avenue	—		13,070		9,640		541			13,070		10,181		23,251		3,169			2006	(5)
1135 Third Avenue	—		7,844		7,844		5,708			7,844		13,552		21,396		1,901			1997	(5)
486 Eighth Avenue	—		20,000		71		244			20,000		315		20,315		—		1928	2016	(5)
431 Seventh Avenue	—		16,700		2,751		—			16,700		2,751		19,451		808			2007	(5)
138-142 West 32nd Street	—		9,252		9,936		37			9,252		9,973		19,225		973		1920	2015	(5)
334 Canal Street	—		1,693		6,507		7,603			1,693		14,110		15,803		1,300			2011	(5)
267 West 34th Street	—		5,099		10,037		(9,760		)	5,099		277		5,376		—			2013	(5)
1540 Broadway Garage	—		4,086		8,914		—			4,086		8,914		13,000		2,815		1990	2006	(5)
966 Third Avenue	—		8,869		3,631		—			8,869		3,631		12,500		484			2013	(5)
148 Spring Street	—		3,200		8,112		406			3,200		8,518		11,718		2,277			2008	(5)
150 Spring Street	—		3,200		5,822		300			3,200		6,122		9,322		1,664			2008	(5)
137 West 33rd Street	—		6,398		1,550		—			6,398		1,550		7,948		145		1932	2015	(5)
488 Eighth Avenue	—		10,650		1,767		(4,653		)	6,859		905		7,764		245			2007	(5)
484 Eighth Avenue	—		3,856		762		758			3,856		1,520		5,376		—			1997	(5)
825 Seventh Avenue	—		1,483		697		159			1,483		856		2,339		400			1997	(5)
537 West 26th Street	—		10,370		17,632		16,263			26,632		17,633		44,265		414			2018	(5)
339 Greenwich	—		2,622		12,333		—			2,622		12,333		14,955		572			2017	(5)
Other (Including Signage)	—		86,299		506		115,778			86,299		116,284		202,583		35,135
Total Manhattan	6,190,013		2,859,609		6,597,028		2,586,992			2,902,555		9,141,074		12,043,629		2,325,315
Other Properties
Hotel Pennsylvania	—		29,903		121,712		111,168			29,903		232,880		262,783		118,994		1919	1997	(5)
Paramus	—		—		—		24,935			1,036		23,899		24,935		16,849		1967	1987	(5)
Total Other Properties	—		29,903		121,712		136,103			30,939		256,779		287,718		135,843
Total New York	6,190,013		2,889,512		6,718,740		2,723,095			2,933,494		9,397,853		12,331,347		2,461,158

168

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(Amounts in thousands)

COLUMN A	COLUMN B		COLUMN C				COLUMN D			COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition			Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements					Land		Buildings and improvements		Total (3)
Other
theMART
Illinois
theMART, Chicago	$	675,000	$	64,528	$	319,146	$	414,820		$	64,535	$	733,959	$	798,494	$	311,470	1930	1998	(5)
527 West Kinzie, Chicago	—		5,166		—		32			5,166		32		5,198		—			1998
Total Illinois	675,000		69,694		319,146		414,852			69,701		733,991		803,692		311,470
New York
MMPI Piers	—		—		—		16,412			—		16,412		16,412		3,003			2008	(5)
Total theMART	675,000		69,694		319,146		431,264			69,701		750,403		820,104		314,473
555 California Street	558,914		221,903		893,324		186,321			209,916		1,091,632		1,301,548		294,139		1922,1969 -1970	2007	(5)
220 Central Park South	737,369		115,720		16,445		1,339,283			—		1,471,448		1,471,448		—			2005	(5)
Borgata Land, Atlantic City, NJ	54,551		83,089		—		—			83,089		—		83,089		—			2010	(5)
40 East 66th Residential	—		29,199		85,798		(93,222		)	8,454		13,321		21,775		3,923			2005	(5)
677-679 Madison	—		1,462		1,058		284			1,626		1,178		2,804		478			2006	(5)
Annapolis	—		—		9,652		—			—		9,652		9,652		3,960			2005
Wayne Towne Center	—		—		26,137		56,955			—		83,092		83,092		20,474			2010
Other	—		—		—		4,597			—		4,597		4,597		1,350			2005	(5)
Total Other	2,025,834		521,067		1,351,560		1,925,482			372,786		3,425,323		3,798,109		638,797
Leasehold improvements equipment and other	—		—		—		108,427			—		108,427		108,427		80,220
December 31, 2018	$	8,215,847	$	3,410,579	$	8,070,300	$	4,757,004		$	3,306,280	$	12,931,603	$	16,237,883	$	3,180,175

________________________________________

(1) Initial cost is cost as of January 30, 1982 (the date on which we commenced real estate operations) unless acquired subsequent to that date see Column H.

(2) Represents the contractual debt obligations.

(3) The net basis of Vornado's assets and liabilities for tax reporting purposes is approximately $1.9 billion lower than the amounts reported for financial statement purposes.

(4) Date of original construction –– many properties have had substantial renovation or additional construction –– see Column D.

(5) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years.

169

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

(Amounts in thousands)

The following is a reconciliation of real estate assets and accumulated depreciation:

	Year Ended December 31,
	2018		2017		2016
Real Estate
Balance at beginning of period	$	14,756,295	$	14,187,820	$	13,545,295
Additions during the period:
Land	170,065		21,298		30,805
Buildings & improvements	1,665,684		598,820		854,194
	16,592,044		14,807,938		14,430,294
Less: Assets sold, written-off and deconsolidated	354,161		51,643		242,474
Balance at end of period	$	16,237,883	$	14,756,295	$	14,187,820
Accumulated Depreciation
Balance at beginning of period	$	2,885,283	$	2,581,514	$	2,356,728
Additions charged to operating expenses	381,500		360,391		346,755
	3,266,783		2,941,905		2,703,483
Less: Accumulated depreciation on assets sold, written-off and deconsolidated	86,608		56,622		121,969
Balance at end of period	$	3,180,175	$	2,885,283	$	2,581,514

170

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES - continued

(b) Exhibits:

Exhibit No.
2.1		—	Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado		*
				Realty Trust, Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P.,
				certain affiliates of JBG Properties Inc. and JBG/Operating Partners set forth on
				Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP. Incorporated by
				reference to Exhibit 2.1 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended
				December 31, 2016 (File No. 001-11954), filed February 13, 2017
3.1		—	Articles of Restatement of Vornado Realty Trust, as filed with the State		*
				Department of Assessments and Taxation of Maryland on July 30, 2007 - Incorporated
				by reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Q
				for the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 2007
3.2		—	Amended and Restated Bylaws of Vornado Realty Trust, as amended on March 2, 2000 -		*
				Incorporated by reference to Exhibit 3.12 to Vornado Realty Trust’s Annual Report on
				Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on
				Thursday, March 9, 2000
3.3		—	Articles Supplementary, 5.40% Series L Cumulative Redeemable Preferred Shares of		*
				Beneficial Interest, liquidation preference $25.00 per share, no par value – Incorporated by
				reference to Exhibit 3.6 to Vornado Realty Trust’s Registration Statement on Form 8-A
				(File No. 001-11954), filed on January 25, 2013
3.4		—	Articles Supplementary Classifying Vornado Realty Trust's 5.25% Series M Cumulative Redeemable Preferred		*
				Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by
				reference to Exhibit 3.7 to Vornado Realty Trust's Registration Statement on
				Form 8-A (File No. 001-11954), filed on December 13, 2017
3.5		—	Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.,		*
				dated as of October 20, 1997 (the “Partnership Agreement”) – Incorporated by reference
				to Exhibit 3.26 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter
				ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003
3.6		—	Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by		*
				reference to Exhibit 3.27 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for
				the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003
3.7		—	Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated		*
				by reference to Exhibit 3.5 to Vornado Realty Trust’s Registration Statement on Form S-3
				(File No. 333-50095), filed on April 14, 1998
3.8		—	Third Amendment to the Partnership Agreement, dated as of November 12, 1998 -		*
				Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on
				Form 8-K (File No. 001-11954), filed on November 30, 1998
3.9		—	Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 -		*
				Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on
				Form 8-K (File No. 001-11954), filed on February 9, 1999
3.10		—	Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by		*
				reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on March 17, 1999
3.11		—	Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated		*
				by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on July 7, 1999
3.12		—	Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated		*
				by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on July 7, 1999
				__________________________________________
	*			Incorporated by reference

171

3.13		—	Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated		*
				by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on July 7, 1999
3.14		—	Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 -		*
				Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on
				Form 8-K (File No. 001-11954), filed on October 25, 1999
3.15		—	Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 -		*
				Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust's Current Report on
				Form 8-K (File No. 001-11954), filed on October 25, 1999
3.16		—	Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 -		*
				Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on
				Form 8-K (File No. 001-11954), filed on December 23, 1999
3.17		—	Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated		*
				by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on May 19, 2000
3.18		—	Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 -		*
				Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on
				Form 8-K (File No. 001-11954), filed on June 16, 2000
3.19		—	Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 -		*
				Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on
				Form 8-K (File No. 001-11954), filed on December 28, 2000
3.20		—	Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 -		*
				Incorporated by reference to Exhibit 4.35 to Vornado Realty Trust’s Registration
				Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001
3.21		—	Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated		*
				by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on October 12, 2001
3.22		—	Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 -		*
				Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on
				Form 8-K (File No. 001-11954), filed on October 12, 2001
3.23		—	Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 -		*
				Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on
				Form 8-K/A (File No. 001-11954), filed on March 18, 2002
3.24		—	Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated		*
				by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q
				for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002
3.25		—	Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by		*
				reference to Exhibit 3.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for
				the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003
3.26		—	Twenty-First Amendment to the Partnership Agreement, dated as of July 31, 2003 -		*
				Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report
				on Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11954), filed on
				November 7, 2003
3.27		—	Twenty-Second Amendment to the Partnership Agreement, dated as of November 17, 2003 –		*
				Incorporated by reference to Exhibit 3.49 to Vornado Realty Trust’s Annual Report on
				Form 10-K for the year ended December 31, 2003 (File No. 001-11954), filed on
				March 3, 2004
				__________________________________________
	*			Incorporated by reference

172

3.28		—	Twenty-Third Amendment to the Partnership Agreement, dated May 27, 2004 – Incorporated		*
				by reference to Exhibit 99.2 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on June 14, 2004
3.29		—	Twenty-Fourth Amendment to the Partnership Agreement, dated August 17, 2004 –		*
				Incorporated by reference to Exhibit 3.57 to Vornado Realty Trust and Vornado Realty
				L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on
				January 26, 2005
3.30		—	Twenty-Fifth Amendment to the Partnership Agreement, dated November 17, 2004 –		*
				Incorporated by reference to Exhibit 3.58 to Vornado Realty Trust and Vornado Realty
				L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on
				January 26, 2005
3.31		—	Twenty-Sixth Amendment to the Partnership Agreement, dated December 17, 2004 –		*
				Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on
				Form 8-K (File No. 000-22685), filed on December 21, 2004
3.32		—	Twenty-Seventh Amendment to the Partnership Agreement, dated December 20, 2004 –		*
				Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report on
				Form 8-K (File No. 000-22685), filed on December 21, 2004
3.33		—	Twenty-Eighth Amendment to the Partnership Agreement, dated December 30, 2004 -		*
				Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on
				Form 8-K (File No. 000-22685), filed on January 4, 2005
3.34		—	Twenty-Ninth Amendment to the Partnership Agreement, dated June 17, 2005 - Incorporated		*
				by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K
				(File No. 000-22685), filed on June 21, 2005
3.35		—	Thirtieth Amendment to the Partnership Agreement, dated August 31, 2005 - Incorporated by		*
				reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K
				(File No. 000-22685), filed on September 1, 2005
3.36		—	Thirty-First Amendment to the Partnership Agreement, dated September 9, 2005 -		*
				Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on
				Form 8-K (File No. 000-22685), filed on September 14, 2005
3.37		—	Thirty-Second Amendment and Restated Agreement of Limited Partnership, dated as of		*
				December 19, 2005 – Incorporated by reference to Exhibit 3.59 to Vornado Realty L.P.’s
				Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
				(File No. 000-22685), filed on May 8, 2006
3.38		—	Thirty-Third Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.2 to
				Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 2006
3.39		—	Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of May 2, 2006 – Incorporated by reference to Exhibit 3.1 to
				Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on
				May 3, 2006
3.40		—	Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of August 17, 2006 – Incorporated by reference to Exhibit 3.1 to
				Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on August 23, 2006
3.41		—	Thirty-Sixth Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of October 2, 2006 – Incorporated by reference to Exhibit 3.1 to
				Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on January 22, 2007
				__________________________________________
	*			Incorporated by reference

173

3.42		—	Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.1 to
				Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on
				June 27, 2007
3.43		—	Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.2 to
				Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on
				June 27, 2007
3.44		—	Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.3 to
				Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on
				June 27, 2007
3.45		—	Fortieth Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.4 to
				Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on
				June 27, 2007
3.46		—	Forty-First Amendment to Second Amended and Restated Agreement of Limited		*
				Partnership, dated as of March 31, 2008 – Incorporated by reference to Exhibit 3.44 to
				Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31,
				2008 (file No. 001-11954), filed on May 6, 2008
3.47		—	Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership,		*
				dated as of December 17, 2010 – Incorporated by reference to Exhibit 99.1 to Vornado
				Realty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2010
3.48		—	Forty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership,		*
				dated as of April 20, 2011 – Incorporated by reference to Exhibit 3.1 to Vornado
				Realty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on April 21, 2011
3.49		—	Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership		*
				of Vornado Realty L.P., dated as of March 30, 2012 - Incorporated by reference to Exhibit 99.1
				to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on
				April 5, 2012
3.50		—	Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership		*
				dated as of July 18, 2012 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s
				Current Report on Form 8-K (File No. 001-34482), filed on July 18, 2012
3.51		—	Forty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership,		*
				dated as of January 25, 2013 – Incorporated by reference to Exhibit 3.1 to Vornado Realty
				L.P.’s Current Report on Form 8-K (File No. 001-34482), filed on January 25, 2013
3.52		—	Forty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership		*
				of Vornado Realty L.P., dated April 1, 2015 - Incorporated by reference to Exhibit 3.1
				to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on
				April 2, 2015
3.53	**	—	Forty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of		*
				Vornado Realty L.P., dated December 13, 2017 - Incorporated by reference to Exhibit 3.2 to Vornado
				Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on December 13, 2017
3.54	**	—	Forty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership		*
				of Vornado Realty L.P dated as of January 12, 2018 - Incorporated by reference to Exhibit 3.53
				to Vornado Realty Trust's Annual Report on 10-K for the year ended December 31, 2017
				(File No. 001-11954), filed on February 12, 2018
3.55		—	Articles of Amendment to Declaration of Trust, dated June 13, 2018 - Incorporated by reference		*
				to Exhibit 3.54 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended
				June 30, 2018 (File No. 001-11954), filed on July 30, 2018
				__________________________________________
	*			Incorporated by reference
	**			Management contract or compensatory agreement

174

3.56		—	Amended and Restated Bylaws of Vornado Related Trust, as amended on July 25, 2018 - Incorporated		*
				by reference to Exhibit 3.55 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the
				quarter ended June 30, 2018 (File No. 001-11954), filed on July 30, 2018
4.1			Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of		*
				New York, as Trustee - Incorporated by reference to Exhibit 4.10 to Vornado Realty
				Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005
				(File No. 001-11954), filed on April 28, 2005
4.2		—	Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado		*
				Realty L.P., as Guarantor and The Bank of New York, as Trustee – Incorporated by
				reference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on November 27, 2006
			Certain instruments defining the rights of holders of long-term debt securities of Vornado
				Realty Trust and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation
				S-K. Vornado Realty Trust hereby undertakes to furnish to the Securities and Exchange
				Commission, upon request, copies of such instruments
10.1		—	Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29,		*
				1992 - Incorporated by reference to Vornado Realty Trust’s Annual Report on Form 10-K
				for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993
10.2	**	—	Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992		*
				– Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year
				ended December 31, 1992 (File No. 001-11954), filed February 16, 1993
10.3	**	—	Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust,		*
				The Mendik Company, L.P. and David R. Greenbaum - Incorporated by reference to
				Exhibit 10.4 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on April 30, 1997
10.4		—	Tax Reporting and Protection Agreement, dated December 31, 2001, by and among Vornado,		*
				Vornado Realty L.P., Charles E. Smith Commercial Realty L.P. and Charles E. Smith
				Commercial Realty L.L.C. - Incorporated by reference to Exhibit 10.3 to Vornado Realty
				Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002
10.5	**	—	Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between		*
				Alexander’s, Inc. and Vornado Realty L.P. - Incorporated by reference to Exhibit
				10(i)(E)(3) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002
				(File No. 001-06064), filed on August 7, 2002
10.6	**	—	59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between		*
				Vornado Realty L.P., 731 Residential LLC and 731 Commercial LLC - Incorporated by
				reference to Exhibit 10(i)(E)(4) to Alexander’s Inc.’s Quarterly Report for the quarter
				ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002
10.7		—	Amended and Restated Management and Development Agreement, dated as of July 3, 2002,		*
				by and between Alexander's, Inc., the subsidiaries party thereto and Vornado
				Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(1) to Alexander's
				Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-06064),
				filed on August 7, 2002
10.8	**	—	Form of Vornado Realty Trust's 2002 Omnibus Share Plan - Incorporated by reference to		*
				Exhibit 4.2 to Vornado Realty Trust's Registration Statement on Form S-8
				(File No. 333-102216), filed on December 26, 2002.
10.9	**	—	Amended and Restated Employment Agreement between Vornado Realty Trust and Joseph		*
				Macnow dated July 27, 2006 – Incorporated by reference to Exhibit 10.54 to Vornado
				Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006
				(File No. 001-11954), filed on August 1, 2006
				__________________________________________
	*			Incorporated by reference
	**			Management contract or compensatory agreement

175

10.10	**	—	Second Amendment to Real Estate Retention Agreement, dated January 1, 2007, by and between		*
				Vornado Realty L.P. and Alexander’s Inc. – Incorporated by reference to Exhibit 10.55
				to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended
				December 31, 2006 (File No. 001-11954), filed on February 27, 2007
10.11	**	—	Amendment to 59th Street Real Estate Retention Agreement, dated January 1, 2007, by and		*
				among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office One
				LLC and 731 Office Two LLC. – Incorporated by reference to Exhibit 10.56 to
				Vornado Realty Trust’s Annual Report on Form 10-K for the year ended
				December 31, 2006 (File No. 001-11954), filed on February 27, 2007
10.12	**	—	Employment Agreement between Vornado Realty Trust and Mitchell Schear, as of April 19,		*
				2007 – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s Quarterly
				Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954),
				filed on May 1, 2007
10.13	**	—	Amendment to Employment Agreement between Vornado Realty Trust and Joseph Macnow,		*
				dated December 29, 2008 - Incorporated by reference to Exhibit 10.48 to Vornado Realty
				Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No.
				001-11954) filed on February 24, 2009
10.14	**	—	Amendment to Employment Agreement between Vornado Realty Trust and David R.		*
				Greenbaum, dated December 29, 2008 - Incorporated by reference to Exhibit 10.49 to
				Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31,
				2008 (File No. 001-11954) filed on February 24, 2009
10.15	**	—	Amendment to Indemnification Agreement between Vornado Realty Trust and David R.		*
				Greenbaum, dated December 29, 2008 - Incorporated by reference to Exhibit 10.50 to
				Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31,
				2008 (File No. 001-11954) filed on February 24, 2009
10.16	**	—	Amendment to Employment Agreement between Vornado Realty Trust and Mitchell N.		*
				Schear, dated December 29, 2008 - Incorporated by reference to Exhibit 10.51 to Vornado
				Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File
				No. 001-11954) filed on February 24, 2009
10.17	**	—	Vornado Realty Trust's 2010 Omnibus Share Plan - Incorporated by reference to Exhibit 10.41 to		*
				Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010
				(File No. 001-11954) filed on August 3, 2010
10.18	**	—	Form of Vornado Realty Trust 2010 Omnibus Share Plan Incentive / Non-Qualified Stock Option		*
				Agreement. Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust's Current
				Report on Form 8-K (File No. 001-11954) filed on April 5, 2012
10.19	**	—	Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement.		*
				Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust's Current Report on Form
				8-K (File No. 001-11954) filed on April 5, 2012
10.20	**	—	Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement.		*
				Incorporated by reference to Exhibit 99.3 to Vornado Realty Trust's Current Report on Form
				8-K (File No. 001-11954) filed on April 5, 2012
10.21	**	—	Form of Vornado Realty Trust 2012 Outperformance Plan Award Agreement.		*
				Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust's Annual Report on Form
				10-K for the year ended December 31, 2012 (File No. 001-11954) filed on February 26, 2013
				__________________________________________
	*			Incorporated by reference
	**			Management contract or compensatory agreement

176

10.22	**	—	Form of Vornado Realty Trust 2013 Outperformance Plan Award Agreement. Incorporated		*
				by reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form 10-Q
				for the quarter ended March 31, 2013 (File No. 001-11954), filed on May 6, 2013
10.23	**	—	Employment agreement between Vornado Realty Trust and Stephen W. Theriot dated		*
				June 1, 2013 - Incorporated by reference to Exhibit 10.51 to Vornado Realty Trust’s
				Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-11954),
				filed on August 5, 2013
10.24	**	—	Employment agreement between Vornado Realty Trust and Michael J. Franco dated		*
				January 10, 2014 - Incorporated by reference to Exhibit 10.52 to Vornado Realty Trust's
				Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-11954),
				filed on May 5, 2014
10.25	**	—	Form of Vornado Realty Trust 2014 Outperformance Plan Award Agreement. Incorporated		*
				by reference to Exhibit 10.53 to Vornado Realty Trust's Quarterly Report on Form 10-Q
				for the quarter ended March 31, 2014 (File No. 001-11954), filed on May 5, 2014
10.26		—	Amended and Restated Revolving Credit Agreement dated as of September 30, 2014, by and		*
				among Vornado Realty L.P. as Borrower, Vornado Realty Trust as General Partner, the
				Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A. as
				Administrative Agent for the Banks. Incorporated by reference to Exhibit 10.54 to
				Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended
				September 30, 2014 (File No. 001-11954), filed on November 3, 2014
10.27	**	—	Form of Vornado Realty Trust 2016 Outperformance Plan Award Agreement. Incorporated by		*
				reference to Exhibit 99.1 to Vornado Realty Trust’s Current Report on Form 8-K
				(File No. 001-11954), filed on January 21, 2016
10.28		—	Term Loan Agreement dated as of October 30, 2015, by and among Vornado Realty L.P. as		*
				Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature
				pages thereof, and JPMorgan Chase Bank, N.A. as Administrative Agent for the Banks.
				Incorporated by reference to Exhibit 10.32 to Vornado Realty Trust's Annual Report on
				Form 10-K for the year ended December 31, 2015 (File No. 001-11954), filed on
				February 16, 2016
10.29		—	Amended and Restated Revolving Credit Agreement dated as of November 7, 2016, among		*
				Vornado Realty L.P. as Borrower, Vornado Realty Trust as General Partner, the Banks
				listed on the signature pages thereof, and JPMorgan Chase Bank N.A. as Administrative
				Agent for the Banks. Incorporated by reference to Exhibit 10.29 to Vornado Realty Trust's
				Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-11954),
				filed on February 13, 2017
10.30	**	—	Amendment to Employment Agreement, dated March 10, 2017, between Vornado Realty Trust		*
				and Mitchell Schear. Incorporated by reference to Exhibit 10.30 to Vornado Realty
				Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
				(File No. 001-11954), filed on May 1, 2017
10.31	**	—	Consulting Agreement, dated March 10, 2017, between JBG SMITH Properties and Mitchell		*
				Schear. Incorporated by reference to Exhibit 10.31 to Vornado Realty Trust's
				Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
				(File No. 001-11954), filed on May 1, 2017
				__________________________________________
	*			Incorporated by reference
	**			Management contract or compensatory agreement

177

10.32	**	—	Form of 2017 Amendment to Vornado Realty Trust 2015, 2016, 2017 Outperformance Plan		*
				Award Agreements. Incorporated by reference to Exhibit 10.32 to Vornado Realty Trust's
				Quarterly Report on Form 10-Q for the quarter ended June 30, 2017
				(File No. 001-11954), filed on July 31, 2017
10.33		—	Amended and Restated Revolving Credit Agreement dated as of October 17, 2017, among		*
				Vornado Realty L.P. as Borrower, Vornado Realty Trust as General Partner, the Banks
				listed on the signature pages thereof, and JPMorgan Chase Bank N.A. as Administrative
				Agent for the Banks. Incorporated by reference to Exhibit 10.33 to Vornado Realty Trust's
				Annual Report on Form 10-K for the year ended December 31, 2017
				(File No. 001-11954), filed on February 12, 2018
10.34	**	—	Form of Vornado Realty Trust 2010 Omnibus Share Plan AO LTIP Unit Award Agreement		*
				Incorporated by reference to Exhibit 10.33 to Vornado Realty Trust's
				Annual Report on Form 10-K for the year ended December 31, 2017
				(File No. 001-11954), filed on February 12, 2018
10.35	**	—	Form of Vornado Realty Trust 2018 Outperformance Plan Award Agreement		*
				Incorporated by reference to Exhibit 10.35 to Vornado Realty Trust's Quarterly Report on Form 10-Q
				for the quarter ended March 31, 2018 (File No. 001-11954) filed on April 30, 2018
10.36	**	—	Form of Performance Conditioned AO LTIP Award Agreement		***
10.37	**	—	Form of 2019 Amendment to Restricted LTIP Unit and Restricted Stock Agreements		***
10.38	**	—	Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement		***
10.39	**	—	Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement		***
				__________________________________________
	*			Incorporated by reference
	**			Management contract or compensatory agreement
	***			Filed herewith

178

21	—	Subsidiaries of Vornado Realty Trust and Vornado Realty L.P.	***
23.1	—	Consent of Independent Registered Public Accounting Firm for Vornado Realty Trust	***
23.2	—	Consent of Independent Registered Public Accounting Firm for Vornado Realty L.P.	***
31.1	—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust	***
31.2	—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust	***
31.3	—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.	***
31.4	—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.	***
32.1	—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust	***
32.2	—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust	***
32.3	—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.	***
32.4	—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.	***
101.INS	—	XBRL Instance Document of Vornado Realty Trust and Vornado Realty L.P.	***
101.SCH	—	XBRL Taxonomy Extension Schema of Vornado Realty Trust and Vornado Realty L.P.	***
101.CAL	—	XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P.	***
101.DEF	—	XBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P.	***
101.LAB	—	XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P.	***
101.PRE	—	XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P.	***
		__________________________________________
	***	Filed herewith

ITEM 16.     FORM 10-K SUMMARY

None.

179

SIGNATURES

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 thereunto duly authorized.

		VORNADO REALTY TRUST
		(Registrant)
Date: February 11, 2019	By:	/s/ Matthew Iocco
		Matthew Iocco, Chief Accounting Officer (duly authorized officer and principal accounting officer)

180

SIGNATURES - continued

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

	Signature	Title	Date
By:	/s/Steven Roth	Chairman of the Board of Trustees	February 11, 2019
	(Steven Roth)	and Chief Executive Officer (Principal Executive Officer)
By:	/s/Candace K. Beinecke	Trustee	February 11, 2019
	(Candace K. Beinecke)
By:	/s/Michael D. Fascitelli	Trustee	February 11, 2019
	(Michael D. Fascitelli)
By:	/s/Robert P. Kogod	Trustee	February 11, 2019
	(Robert P. Kogod)
By:	/s/Michael Lynne	Trustee	February 11, 2019
	(Michael Lynne)
By:	/s/David Mandelbaum	Trustee	February 11, 2019
	(David Mandelbaum)
By:	/s/Mandakini Puri	Trustee	February 11, 2019
	(Mandakini Puri)
By:	/s/Daniel R. Tisch	Trustee	February 11, 2019
	(Daniel R. Tisch)
By:	/s/Richard R. West	Trustee	February 11, 2019
	(Richard R. West)
By:	/s/Russell B. Wight, Jr.	Trustee	February 11, 2019
	(Russell B. Wight, Jr.)
By:	/s/Joseph Macnow	Chief Financial Officer	February 11, 2019
	(Joseph Macnow)	(Principal Financial Officer)
By:	/s/Matthew Iocco	Chief Accounting Officer	February 11, 2019
	(Matthew Iocco)	(Principal Accounting Officer)

181

SIGNATURES

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 thereunto duly authorized.

		VORNADO REALTY L.P.
		(Registrant)
Date: February 11, 2019	By:	/s/ Matthew Iocco
		Matthew Iocco, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

182

SIGNATURES - continued

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

	Signature	Title	Date
By:	/s/Steven Roth	Chairman of the Board of Trustees and	February 11, 2019
	(Steven Roth)	Chief Executive Officer of Vornado Realty Trust (Principal Executive Officer)
By:	/s/Candace K. Beinecke	Trustee of Vornado Realty Trust	February 11, 2019
	(Candace K. Beinecke)
By:	/s/Michael D. Fascitelli	Trustee of Vornado Realty Trust	February 11, 2019
	(Michael D. Fascitelli)
By:	/s/Robert P. Kogod	Trustee of Vornado Realty Trust	February 11, 2019
	(Robert P. Kogod)
By:	/s/Michael Lynne	Trustee of Vornado Realty Trust	February 11, 2019
	(Michael Lynne)
By:	/s/David Mandelbaum	Trustee of Vornado Realty Trust	February 11, 2019
	(David Mandelbaum)
By:	/s/Mandakini Puri	Trustee of Vornado Realty Trust	February 11, 2019
	(Mandakini Puri)
By:	/s/Daniel R. Tisch	Trustee of Vornado Realty Trust	February 11, 2019
	(Daniel R. Tisch)
By:	/s/Richard R. West	Trustee of Vornado Realty Trust	February 11, 2019
	(Richard R. West)
By:	/s/Russell B. Wight, Jr.	Trustee of Vornado Realty Trust	February 11, 2019
	(Russell B. Wight, Jr.)
By:	/s/Joseph Macnow	Chief Financial Officer of Vornado Realty Trust	February 11, 2019
	(Joseph Macnow)	(Principal Financial Officer)
By:	/s/Matthew Iocco	Chief Accounting Officer of Vornado Realty Trust	February 11, 2019
	(Matthew Iocco)	(Principal Accounting Officer)

183

EX-10.36

EXHIBIT 10.36

VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN

FORM OF PERFORMANCE CONDITIONED AO LTIP UNIT AWARD AGREEMENT

PERFORMANCE CONDITIONED AO LTIP UNIT AWARD AGREEMENT made as of date set forth on Schedule A hereto between Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

RECITALS

A.  In accordance with the Vornado Realty Trust 2010 Omnibus Share Plan, as it may be amended from time to time (the “Share Plan”), the Company desires in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire Class A Units (as defined in the agreement of limited partnership of the Partnership, as amended (the “Partnership Agreement”)) (“Class A Units”) upon conversion of AO LTIP Units (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Share Plan and in the Partnership Agreement, and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company, the Partnership and its subsidiaries (the “Award”). The Award was approved by the Compensation Committee (the “Committee”) of the Board of Trustees of the Company (the “Board”) pursuant to authority delegated to it by the Board, including authority to make grants of equity interests in the Partnership which may, under certain circumstances, be redeemed through the delivery of common shares of beneficial interest, par value $0.04 per share, of the Company (the “Common Shares”) reserved for issuance under the Share Plan.

B.  Schedule A hereto sets forth certain significant details of the AO LTIP Unit grant herein, including regarding the right to convert AO LTIP Units into Class A Units, and is incorporated herein by reference.  Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A or, if such terms are not defined on Schedule A, the meanings provided in the Share Plan.

NOW, THEREFORE, the Company, the Partnership and the Employee hereby agree as follows:

AGREEMENT

1.  GRANT OF AO LTIP UNITS:  On the terms and conditions set forth below, as well as the terms and conditions of the Share Plan and subject to adjustment as provided in Section 7 hereof, the Company hereby grants to the Employee an aggregate of such number of AO LTIP Units as is set forth on Schedule A having an AO LTIP Unit Participation Threshold as is set forth on Schedule A (the “Award AO LTIP Units”). 

.

.

2.  TERMS AND CONDITIONS OF AWARD: 

(I)    The term of the Award shall be the time period indicated on Schedule A from the Grant Date set forth on Schedule Auntil the Final Conversion Date set forth on Schedule A, subject to earlier termination or cancellation as provided in this Agreement.

(II)    Except as otherwise permitted under Section 6 hereof, the Award AO LTIP Units shall not be convertible into Class A Units unless (i) they are Vested AO LTIP Units and (ii) the Employee shall, at the time of conversion, be an employee of the Company or its affiliates.

(III)    Conversion of Award AO LTIP Units into Class A Units is subject to satisfaction of a performance condition that the Common Share Price equal or exceed 110% of the AO LTIP Unit Participation Threshold (as defined in Schedule A) during each of at least 20 consecutive trading days during the period commencing on the Grant Date (as set forth in Schedule A) and ending on the End Date (as set forth in Schedule A) (the “Performance Condition”). Unless and until the Performance Condition has been satisfied, the Employee (or his or her successors, heirs, assigns, or personal representatives, as applicable) will not have the right to convert his or her Award AO LTIP Units into Class A Units. If the Performance Condition has not been satisfied, on the End Date, on such date all Award AO LTIP Units, whether vested or unvested, shall, without payment of any consideration by the Partnership, automatically and without notice be forfeited and be and become null and void, and neither the Employee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such vested or unvested Award AO LTIP Units.

For purposes of this Section 2(III), the following terms shall have the following meanings:

“Common Share Price” means, as of a particular date, the Fair Market Value of one Common Share.

“Fair Market Value” means, as of any given date, the fair market value of a security determined by the Committee using any reasonable method and in good faith (such determination will be made in a manner that satisfies Section 409A of the Code and in good-faith as required by Section 422(c)(1) of the Code); provided that with respect to a Common Share “Fair Market Value” means the value of such Common Share determined as follows: (A) if on the determination date the Common Shares are listed on the New York Stock Exchange, The NASDAQ Stock Market, Inc. or another national securities exchange or is publicly traded on an established securities market, the Fair Market Value of a Common Share shall be the closing price of the Common Shares on such exchange or in such market (if there is more than one such exchange or market, the Committee shall determine the appropriate exchange or market) on the determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean

2

between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Common Shares is reported for such trading day, on the next preceding day on which any sale shall have been reported; or (B) if the Common Shares are not listed on such an exchange, quoted on such system or traded on such a market, the Fair Market Value of a Common Share shall be the value of a Common Shares as determined by the Committee in good faith in a manner consistent with Code Section 409A.

3.  RESTRICTIONS ON TRANSFER:  Except as otherwise permitted by the Committee, none of the Award AO LTIP Units granted hereunder nor any of the Class A Units into which such Award AO LTIP Units may be converted (the “Award Class A Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), and the Redemption Right (as defined in the Partnership Agreement) may not be exercised with respect to the Award Class A Units, provided that, at any time after the date that is at least two (2) years after the Grant Date, (i) Award AO LTIP Units may be Transferred to the Employee’s Family Members by gift or pursuant to domestic relations order in settlement of marital property rights; (ii) Award AO LTIP Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Employee) in exchange for an interest in such entity; and (iii) the Redemption Right may be exercised with respect to Award Class A Units issued upon conversion of Award AO LTIP Units in accordance with this Agreement and such Award Class A Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in each case in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, the transferee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 3 and all Transfers of Award AO LTIP Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award AO LTIP Units, the Partnership may require the Employee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award AO LTIP Units not in accordance with the terms and conditions of this Section 3 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award AO LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award AO LTIP Units. Except as provided expressly in this Section 3, this Agreement is personal to the Employee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

For purposes of this Section 3, “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which

3

any one or more of these persons (or the Employee) control the management of assets, and any other entity in which one or more of these persons (or the Employee) own more than fifty percent (50%) of the voting interests.

4.  CONVERSION:  Subject to the satisfaction of the Performance Condition, from and after the date on which an Award AO LTIP Unit vests, as set forth on Schedule A, it shall be convertible into Class A Units in accordance with the terms of the Partnership Agreement. The “Mandatory Conversion Date” for the Award AO LTIP Units will be the earlier of: (i) the Termination Conversion Date (as set forth on Schedule A) and (ii) the Final Conversion Date (as set forth on Schedule A). As set forth in the Partnership Agreement, any Award AO LTIP Units that are “Vested AO LTIP Units” and have not been converted prior to the Mandatory Conversion Date will automatically be converted on such date so long as the Performance Condition has been satisfied. In addition, as set forth in the Partnership Agreement, the Company, as the general partner of the Partnership, may elect to convert the Award AO LTIP Units as provided in the Partnership Agreement.

Notwithstanding the foregoing or anything to the contrary set forth herein, upon (a) the occurrence of a Change in Control (as defined below) and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months after such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then all unvested Award AO LTIP Units shall become Vested AO LTIP Units and be subject to conversion into Class A Units, subject to the satisfaction of the Performance Condition, as provided in the Partnership Agreement at the times and in the manner set forth herein and in the Partnership Agreement.  For purposes of this Agreement, a “Change in Control” of the Company means the occurrence of one of the following events: 

(i) individuals who, on the date hereof, constitute the Board (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a trustee subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee; or

(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the date hereof, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph

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(ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner:  (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the date hereof) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(1) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”); or

(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (E) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a “Non-Qualifying Transaction”); or

(iv) Board approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in substantially the same proportions as such shareholders owned the Company Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Agreement.

For the purposes of this Section 4 and Section 6, “Cause” will mean (A) if the Employee is a party to any employment, consulting or similar service agreement (including without limitation a separation, severance or similar agreement if any) between the Employee on the one hand and the Company or one of its affiliates on the other hand (a “Service Agreement”) immediately prior to the termination of the Employee’s employment with the Company or one of its affiliates and “Cause” or a substantially equivalent term is defined therein, then “Cause” shall have the meaning set forth in such Service Agreement for such term (or its substantial equivalent); or (B) if the Employee is not party to a Service Agreement immediately prior to such termination or the Employee’s Service Agreement does not define “Cause” or a substantially equivalent term, then “Cause” shall mean: with respect to the Employee, the Employee’s:  (i) conviction of, or plea of guilty or nolo contendre to, a felony pertaining or

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otherwise relating to his or her employment with the Company or an affiliate; or (ii) willful misconduct that is materially economically injurious to the Company or any of its affiliates, in each case as determined in the Company’s sole discretion. 

For the purposes of this Section 4, “Good Reason” will mean (A) if the Employee is a party to a Service Agreement immediately prior to the termination of the Employee’s employment with the Company or one of its affiliates, and “Good Reason” or a substantially equivalent term is defined therein, then “Good Reason” shall have the meaning set forth in such Service Agreement for such term (or its substantial equivalent), or (B) if the Employee is not party to a Service Agreement immediately prior to such termination or the Employee’s Service Agreement does not define “good reason” or a substantially equivalent term, then “good reason” shall mean: (i) the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s status as of the Grant Date or a material and adverse alteration in the nature of the Employee’s duties, responsibilities or authority; (ii) a reduction in the Employee’s base salary; or (iii) a relocation of the Employee’s own office location to a location more than thirty (30) miles from its location as of the Grant Date.

5.  DISTRIBUTIONS:  The holder of the Award AO LTIP Units shall be entitled to receive distributions with respect to such Award AO LTIP Units to the extent provided for in the Partnership Agreement. The Distribution Measurement Date (as defined in the Partnership Agreement) with respect to the Award AO LTIP Units shall be the Grant Date. The AO LTIP Unit Sharing Percentage (as defined in the Partnership Agreement) with respect to the Award AO LTIP Units shall be 10%.

6.  TERMINATION OF EMPLOYMENT:  Any Award AO LTIP Units held by the Employee upon termination of employment shall be treated as follows: 

(I)  If the Employee’s termination of employment is (i) due to death, Disability (as defined below) or Retirement (as defined below), (ii) a qualifying termination in connection with a Change in Control pursuant to Section 4, or (iii) termination by the Company without Cause, all unvested Award AO LTIP Units shall become Vested AO LTIP Units and, subject to satisfaction of the Performance Condition, be entitled to conversion into Class A Units as provided in the Partnership Agreement until the Final Conversion Date by the Employee or his or her permitted transferee (or in the event of death his or her designated beneficiary, or, if none, the person(s) to whom such Employee’s rights under the Award are transferred by will or the laws of descent and distribution);

(II)  If the Employee’s termination of employment is (i) termination by the Company for Cause or (ii) due to resignation by the Employee for any reason other than as provided in Section 6(I) above, all unvested Award AO LTIP Units shall terminate on the date of termination and all Vested AO LTIP Units as of the date of termination, to the extent convertible under the terms of the Partnership Agreement as of the date of termination (including satisfaction of the Performance Condition on or prior to such date) shall be entitled to conversion into Class A Units as provided in the Partnership Agreement until the Mandatory Conversion Date;

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(III) Notwithstanding the foregoing, in the event that the Employee is a party to a Service Agreement (to the extent in effect as of the date of termination) that would provide for stock options or AO LTIPs awarded by the Company to the Employee to vest and/or remain exercisable or convertible through a date after the date on which the Employee ceases to be an employee of the Company or any of its subsidiaries that is later than the Termination Conversion Date provided on Schedule A, then the Termination Conversion Date shall be such later date (but in no event after the Final Conversion Date). An Employee’s status as an employee shall not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including, but not limited to, military and sick leave); provided, that, such leave is for a period of not more than one year or re-employment upon expiration of such leave is guaranteed by contract or statute.

For purposes of this Section 6, “Disability” will mean: (A) if the Employee is a party to a Service Agreement immediately prior to the applicable event, and “Disability” is defined therein, then “Disability” shall have the meaning set forth in such definition; or (B) if the Employee is not party to a Service Agreement immediately prior to such event or the Employee’s Service Agreement does not define “Disability” or a substantially equivalent term, then “Disability” shall mean a disability which renders the Employee incapable of performing all of his or her material duties for a period of at least 180 consecutive or non-consecutive days during any consecutive twelve-month period.

For purposes of this Section 6, “Retirement” will mean: (A) if the Employee is a party to a Service Agreement immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such Service Agreement, or (B) if the Employee is not party to a Service Agreement immediately prior to such event and/or the Employee’s Service Agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65 or attainment of age 60 and completion of twenty (20) years of employment with the Company and/or an affiliate.

7.  CHANGES IN CAPITAL STRUCTURE:  If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company, spin-off of a subsidiary, business unit or significant portion of its assets or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital stock of the Company or any other event that constitutes a change in stock under the terms of the Share Plan shall occur, (iii) any extraordinary dividend or other distribution to holders of Common Shares or Class A Units shall be declared and paid other than in the ordinary course, or (iv) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable or proportionate adjustment in the terms of this Award, this Agreement or the Award AO LTIP Units to avoid distortion in the value of this Award, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award AO LTIP Units prior to such event, including, without limitation: (A) interpretations of

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or modifications to any defined term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards under the Share Plan or otherwise.

8.  MISCELLANEOUS: 

(a)Amendment. This Agreement may be amended or modified only with the consent of the Company and the Partnership acting through the Committee; provided that any such amendment or modification materially and adversely affecting the rights of the Employee hereunder must be consented to by the Employee to be effective as against the Employee. Notwithstanding the foregoing, this Agreement may be amended in writing signed only by the Company and the Partnership to correct any errors or ambiguities in this Agreement and/or to make such changes that do not materially adversely affect the Employee’s rights hereunder. This grant shall in no way affect the Employee’s participation or benefits under any other plan or benefit program maintained or provided by the Company or the Partnership.

(b)Incorporation of Share Plan; Committee Determinations. The provisions of the Share Plan are hereby incorporated by reference as if set forth herein. In the event of a conflict between this Agreement and the Share Plan, the Share Plan shall govern. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications.

(c)Payments by Award Recipients; Status as Partner. No amount shall be payable to the Company or the Partnership by the Employee at any time in respect of this Agreement. The Employee shall have no rights with respect to this Agreement (and the Award evidenced hereby) unless he or she shall have accepted this Agreement by (i) signing and delivering to the Partnership a copy of this Agreement and (ii) unless the Employee is already a Partner (as defined in the Partnership Agreement), signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A). Upon acceptance of this Agreement by the Employee, Exhibit A of the Partnership Agreement shall be updated to reflect the issuance to the Employee of the AO LTIP Units so accepted. Thereupon, the Employee shall have all the rights of a Limited Partner of the Partnership with respect to the number of AO LTIP Units specified on Schedule A hereto, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified herein. Award AO LTIP Units constitute and shall be treated for all purposes as the property of the Employee, subject to the terms of this Agreement and the Partnership Agreement.

(d)Status of Award AO LTIP Units under the Share Plan. This Award constitutes an award of OP Units by the Company under the Share Plan. The Award AO LTIP Units are interests in the Partnership. The number of Common Shares reserved for issuance under the Share Plan underlying outstanding Award AO LTIP Units will be determined by the Committee in light of all applicable circumstances, including calculations made or to be made hereunder, vesting, capital account allocations and/or balances under the Partnership Agreement, the conversion ratio in effect between AO LTIP Units and Class A Units and the conversion factor in effect with respect to the redemption of Class A Units by delivery of Common Shares. Upon any permitted exercise by a holder of the redemption right with respect to Award Class A

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Units, the Company will have the right at its option, as set forth in the Partnership Agreement, to issue Common Shares in exchange for Award Class A Units in accordance with the Partnership Agreement, subject to certain limitations set forth in the Partnership Agreement, and such Common Shares, if issued, will be issued under the Share Plan. The Employee must be eligible to receive the Award AO LTIP Units in compliance with applicable federal and state securities laws and to that effect is required to complete, execute and deliver certain covenants, representations and warranties (attached as Exhibit B). The Employee acknowledges that the Employee will have no right to approve or disapprove such determination by the Committee.

(e)Legend. The records of the Partnership evidencing the Award AO LTIP Units shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such Award AO LTIP Units are subject to restrictions as set forth herein, in the Share Plan, and in the Partnership Agreement.

(f)Compliance With Law. The Partnership and the Employee will make reasonable efforts to comply with all applicable securities laws. In addition, notwithstanding any provision of this Agreement to the contrary, no Award AO LTIP Units will become vested or be paid at a time that such vesting or payment would result in a violation of any such law.

(g)Investment Representations; Registration. The Employee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Employee. The Partnership will have no obligation to register under the Securities Act any Award AO LTIP Units or any Award Class A Units or any other securities issued pursuant to this Agreement or upon conversion or redemption of Award AO LTIP Units or Award Class A Units. The Employee agrees that any sale of Award Class A Units or of Common Shares received upon the redemption of Award Class A Units shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider trading policy. In addition, any such sale shall only be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

(h)Section 83(b) Election. In connection with the issuance of AO LTIP Units pursuant hereto the Employee hereby agrees to make an election to include in gross income in the year of transfer the applicable AO LTIP Units pursuant to Section 83(b) of the the Internal Revenue Code of 1986, as amended (the “Code”) substantially in the form attached hereto as Exhibit C and to supply the necessary information in accordance with the regulations promulgated thereunder. The Employee agrees to file the election (or to permit the Partnership to file such election on the Employee’s behalf) within thirty (30) days after the award of the AO LTIP Units hereunder.

(i)Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision,

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together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

(j)Governing Law. This Agreement is made under, and will be construed in accordance with, the laws of State of New York, without giving effect to the principles of conflict of laws of such State.

(k)No Obligation to Continue Position as an Employee, Consultant or Advisor. Neither the Company nor any affiliate is obligated by or as a result of this Agreement to continue to have the Employee as an employee, consultant or advisor and this Agreement shall not interfere in any way with the right of the Company or any subsidiary to terminate the Employee’s employment with the Company and its subsidiaries at any time.

(l)Notices. Any notice to be given to the Company shall be addressed to the Secretary of the Company at 888 Seventh Avenue, New York, New York 10019 and any notice to be given the Employee shall be addressed to the Employee at the Employee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Employee may hereafter designate in writing to the other.

(m)Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Employee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to this Award, the Employee will pay to the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount; provided, however, that if any Award AO LTIP Units or Class A Units into which Award AO LTIP Units have been converted are withheld (or returned), the number of Award AO LTIP Units or Award Class A Units so withheld (or returned) shall be limited to a number which has a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee.

(n)Headings. The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

(o)Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

(p)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and the Partnership, on the one hand, and any successors to the Employee, on the other hand, by will or the laws of descent

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and distribution, but this Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Employee.

(q)Section 409A. This Agreement shall be construed, administered and interpreted in accordance with a good faith interpretation of Section 409A of the Code. Any provision of this Agreement that is inconsistent with Section 409A of the Code, or that may result in penalties under Section 409A of the Code, shall be amended, with the reasonable cooperation of the Employee, the Company and the Partnership, to the extent necessary to exempt it from, or bring it into compliance with Section 409A of the Code.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be executed as of the [__] day of 20__.

VORNADO REALTY TRUST

By:

VORNADO REALTY L.P.

By:  Vornado Realty Trust, its general partner

By:

EMPLOYEE

Name:

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SCHEDULE A TO AO LTIP UNIT AWARD AGREEMENT

 (Terms being defined are in quotation marks.)

Date of AO LTIP Unit Award Agreement:	_____________, 20__
Name of Employee:	____________________________
Number of AO LTIP Units:	_________________
“AO LTIP Unit Participation Threshold”:	$__.__
“Grant Date”:	___________, 20__
Distributions:	Upon conversion into Class A Units, special distribution per AO LTIP Unit that was converted equal to 10% of the per unit distributions received by holders of Class A Units during the period from the Grant Date to the date of conversion.
“End Date” “Final Conversion Date”: “Mandatory Conversion Date”: “Performance Condition”:	_____________, 20__ _____________, 20__ See Section 4 See Section 2(III)
Vesting:	Number of AO LTIP Units that vest on each of the following dates: [_________, 20__: __%] [_________, 20__: __%] [_________, 20__: __%] [_________, 20__: __%]

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“Termination Conversion Date”: The date following the applicable date of termination of employment that falls on the last day of the period set forth below: Death (Section 6(I)(i)): Final Conversion Date  
Disability (Section 6(I)(i)): Final Conversion Date  
Retirement (Section 6(I)(i): Final Conversion Date Qualifying Termination in connection with a Change of Control (Section 6(I)(ii)): Final Conversion Date  
By the Company Without Cause (Section 6(I)(iii)): Final Conversion Date By the Company for Cause (Section 6(II)(i)): 60 days  
By the Employee Other Than as provided in Section 6(I): 60 days

Initials of Company representative:

Initials of Employee:

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EXHIBIT A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Employee, desiring to become one of the within named Limited Partners of Vornado Realty L.P., hereby accepts all of the terms and conditions of (including, without limitation, the Section 15.11 “Power of Attorney” thereof), and becomes a party to, the Second Amended and Restated Agreement of Limited Partnership, dated as of October 20, 1997, of Vornado Realty L.P., as amended (the “Partnership Agreement”). The Employee agrees that this signature page may be attached to any counterpart of the Partnership Agreement and further agrees as follows (where the term “Limited Partner” refers to the Employee):

1.The Limited Partner hereby confirms that it has reviewed the terms of the Partnership Agreement and affirms and agrees that it is bound by each of the terms and conditions of the Partnership Agreement, including, without limitation, the provisions thereof relating to limitations and restrictions on the transfer of Partnership Units (as defined in the Partnership Agreement).

2.The Limited Partner hereby confirms that it is acquiring the Partnership Units for its own account as principal, for investment and not with a view to resale or distribution, and that the Partnership Units may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the Partnership (which it has no obligation to file) or that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state and foreign securities laws, and the General Partner (as defined in the Partnership Agreement) may refuse to transfer any Partnership Units as to which evidence of such registration or exemption from registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration. If the General Partner delivers to the Limited Partner Common Shares of Beneficial Interest of the General Partner (“Common Shares”) upon redemption of any Partnership Units, the Common Shares will be acquired for the Limited Partner’s own account as principal, for investment and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the General Partner with respect to such Common Shares (which it has no obligation under the Partnership Agreement to file) or that is exempt from the registration requirements of the Securities Act and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Common Shares as to which evidence of such registration or exemption from such registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration.

3.The Limited Partner hereby affirms that it has appointed the General Partner, any Liquidator (as defined in the Partnership Agreement) and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, in accordance with Section 15.11 of the Partnership Agreement, which section is hereby

A-1

incorporated by reference. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.

4.The Limited Partner hereby confirms that, notwithstanding any provisions of the Partnership Agreement to the contrary, the Award LTIP Units shall not be redeemable by the Limited Partner pursuant to Section 8.6 of the Partnership Agreement.

5.(a)    The Limited Partner hereby irrevocably consents in advance to any amendment to the Partnership Agreement, as may be recommended by the General Partner, intended to avoid the Partnership being treated as a publicly-traded partnership within the meaning of Section 7704 of the Internal Revenue Code, including, without limitation, (x) any amendment to the provisions of Section 8.6 of the Partnership Agreement intended to increase the waiting period between the delivery of a Notice of Redemption (as defined in the Partnership Agreement) and the Specified Redemption Date (as defined in the Partnership Agreement) and/or the Valuation Date (as defined in the Partnership Agreement) to up to sixty (60) days or (y) any other amendment to the Partnership Agreement intended to make the redemption and transfer provisions, with respect to certain redemptions and transfers, more similar to the provisions described in Treasury Regulations Section 1.7704-1(f).

(b)    The Limited Partner hereby appoints the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to execute and deliver any amendment referred to in the foregoing paragraph 5(a) on the Limited Partner’s behalf. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.

6.The Limited Partner agrees that it will not transfer any interest in the Partnership Units (x) through (i) a national, non-U.S., regional, local or other securities exchange, or (ii) an over-the-counter market (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (y) to or through (a) a person, such as a broker or dealer, that makes a market in, or regularly quotes prices for, interests in the Partnership or (b) a person that regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to any interests in the Partnership and stands ready to effect transactions at the quoted prices for itself or on behalf of others.

7.The Limited Partner acknowledges that the General Partner shall be a third party beneficiary of the representations, covenants and agreements set forth in Sections 4 and 6 hereof. The Limited Partner agrees that it will transfer, whether by assignment or otherwise, Partnership Units only to the General Partner or to transferees that provide the Partnership and the General Partner with the representations and covenants set forth in Sections 4 and 6 hereof.

A-2

8.This Acceptance shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Signature Line for Limited Partner:

Name: ______________________

Date: __________ __, 20__

Address of Limited Partner:

______________________

______________________

A-3

EXHIBIT B

EMPLOYEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Employee hereby represents, warrants and covenants as follows:

(a)    The Employee has received and had an opportunity to review the following documents (the “Background Documents”):

(i)    The Company’s latest Annual Report to Stockholders;

(ii)    The Company’s Proxy Statement for its most recent Annual Meeting of Stockholders;

(iii)    The Company’s Report on Form 10-K for the fiscal year most recently ended;

(iv)    The Company’s Form 10-Q, if any, for the most recently ended quarter if one has been filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iii) above;

(v)    Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;

(vi)    The Partnership Agreement;

(vii)    The Share Plan; and

(viii)    The Company’s Declaration of Trust, as amended.

The Employee also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Employee as a holder of AO LTIP Units shall not constitute an offer of AO LTIP Units until such determination of suitability shall be made.

(b)    The Employee hereby represents and warrants that

(i)    The Employee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Employee, together with the business and financial experience of those persons, if any, retained by the Employee to represent or advise him with respect to the grant to him of AO LTIP Units, the potential conversion of AO LTIP Units into Class A Units of the Partnership (“Common Units”) and the potential redemption of such Common Units for the Company’s Common Shares (“REIT Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Employee (I) is capable of evaluating the merits and risks of an

B-1

investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his own interest or has engaged representatives or advisors to assist him in protecting his interests, and (III) is capable of bearing the economic risk of such investment.

(ii)    The Employee, after due inquiry, hereby certifies that for purposes of Rule 506(d) and Rule 506(e) of the Securities Act, he is not subject to any felony or misdemeanor conviction related to any securities matter; any federal or state order, judgment, decree or injunction related to any securities, insurance, banking or U.S. Postal Service matter; any SEC disciplinary or cease and desist order; or any suspension, expulsion or bar related to a registered national securities exchange, national or affiliated securities association or member thereof, whether it occurred or was issued before, on or after September 23, 2013, and agrees that he will notify the Company immediately upon becoming aware that the foregoing is not, or is no longer, complete and accurate in every material respect, including as a result of events occurring after the date hereof.

(iii)    The Employee understands that (A) the Employee is responsible for consulting his own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Employee is or by reason of the award of AO LTIP Units may become subject, to his particular situation; (B) the Employee has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Employee provides or will provide services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Employee believes to be necessary and appropriate to make an informed decision to accept this Award of AO LTIP Units; and (D) an investment in the Partnership and/or the Company involves substantial risks. The Employee has been given the opportunity to make a thorough investigation of matters relevant to the AO LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The Employee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Employee to verify the accuracy of information conveyed to the Employee. The Employee confirms that all documents, records, and books pertaining to his receipt of AO LTIP Units which were requested by the Employee have been made available or delivered to the Employee. The Employee has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the AO LTIP Units. The Employee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Employee by the Partnership or the Company.

(iv)    The AO LTIP Units to be issued, the Common Units issuable upon conversion of the AO LTIP Units and any REIT Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the Employee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Employee’s right (subject to the terms of the AO LTIP Units, the Share Plan and this

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Agreement) at all times to sell or otherwise dispose of all or any part of his AO LTIP Units, Common Units or REIT Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being at all times within his control.

(v)    The Employee acknowledges that (A) neither the AO LTIP Units to be issued, nor the Common Units issuable upon conversion of the AO LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such AO LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Employee contained herein, (C) such AO LTIP Units or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such AO LTIP Units and Common Units and (E) neither the Partnership nor the Company has any obligation or intention to register such AO LTIP Units or the Common Units issuable upon conversion of the AO LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for REIT Shares, the Company may issue such REIT Shares under the Share Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Employee is eligible to receive such REIT Shares under the Share Plan at the time of such issuance, (II) the Company has filed a Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such REIT Shares and (III) such Form S-8 is effective at the time of the issuance of such REIT Shares. The Employee hereby acknowledges that because of the restrictions on transfer or assignment of such AO LTIP Units acquired hereby and the Common Units issuable upon conversion of the AO LTIP Units which are set forth in the Partnership Agreement or this Agreement, the Employee may have to bear the economic risk of his ownership of the AO LTIP Units acquired hereby and the Common Units issuable upon conversion of the AO LTIP Units for an indefinite period of time.

(vi)    The Employee has determined that the AO LTIP Units are a suitable investment for the Employee.

(vii)    No representations or warranties have been made to the Employee by the Partnership or the Company, or any officer, trustee, shareholder, agent, or affiliate of any of them, and the Employee has received no information relating to an investment in the Partnership or the AO LTIP Units except the information specified in paragraph (b) above.

(c)    So long as the Employee holds any AO LTIP Units, the Employee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of AO LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

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(d)    The address set forth on the signature page of this Agreement is the address of the Employee’s principal residence, and the Employee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

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EXHIBIT C

Section 83(b) Election

The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the units described below over the amount paid for those shares.

1. The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are:

Taxpayer’s Name: ___________________________________

Taxpayer’s Social Security Number: ___________________________________

Address: ___________________________________

Taxable Year: Calendar Year 20___

2. The property which is the subject of this election is _____________ AO LTIP Units in Vornado Realty L.P.

3. The property was transferred to the undersigned on _______________ ___, 20___.

4. The property is subject to the following restrictions:

The AO LTIP Units will be subject to restrictions on transfer and risk of forfeiture upon termination of service relationship and in certain other events.

5. The fair market value of the property at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) is $0.

6. For the property transferred, the undersigned paid $0.

7. The amount to include in gross income is $0.

The undersigned taxpayer will file this election with the Internal Revenue Service Office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election will also be furnished to the

_________________

¹        The 83(b) Election must be filed no later than 30 days after the date on which the property is transferred. The IRS has indicated that the election form should be sent to the IRS address listed for the taxpayer’s state under “Are you not including a check or money order . . .” given in Where Do You File in the Instructions for Form 1040 and the Instructions for Form 1040A (this information can also be found by clicking on your state at: http://www.irs.gov/file/content/0,,id=105690,00.html).

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person for whom the services were performed. The undersigned is the person performing services in connection with which the property was transferred.

Dated: __________________, 20__     ______________________________

Taxpayer

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Schedule to Section 83(b) Election – Vesting Provisions of AO LTIP Units

AO LTIP Units are subject to time-based vesting with 25% vesting on each of the first four anniversaries following the award, provided that the Taxpayer remains an employee of Vornado Realty Trust or its subsidiaries through such dates, subject to acceleration in the event of certain extraordinary transactions. AO LTIP Units are subject to forfeiture in the event of failure to satisfy a performance-based condition (trading at or above 110% of the AO LTIP Unit Participation Threshold for any 20 consecutive trading days on or before the fourth anniversary following the award).

EX-10.37

EXHIBIT 10.37

FORM OF 2019 AMENDMENT
TO RESTRICTED LTIP UNIT AND RESTRICTED STOCK AGREEMENTS

THIS AMENDMENT (this “Amendment”) is made and entered into as of [ ], 2019.

W I T N E S S E T H:

WHEREAS, VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary VORNADO REALTY L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the person named on the signature page hereof (the “Grantee”) are parties to one or more Restricted LTIP Unit Agreements (collectively, the “LTIP Unit Agreements”) and/or the Company and the Grantee are parties to one or more Restricted Stock Agreements (collectively, the “Restricted Stock Agreements” and, together with the LTIP Unit Agreements, the “Agreements”), in each case dated 2016, 2017, 2018 and/or 2019 whereby the Grantee was awarded by the Compensation Committee of the Board of Trustees of the Company (the “Committee”) awards of Restricted LTIP Units or Restricted Stock (collectively, the “Awards”) pursuant to the Company’s 2010 Omnibus Share Plan, as amended; and

WHEREAS, the Committee resolved to amend the Agreements with respect to vesting of the Awards upon retirement.

NOW, THEREFORE, the Company and, with respect to the LTIP Unit Agreements, the Partnership, with Grantee’s approval, hereby amend the Agreements as follows:

SECTION 1. The first sentence of Section 3 of each of the Restricted Stock Agreements is amended by replacing it in its entirety with the following text:

If the employment of the Employee by the Company or its affiliates terminates for any reason except Retirement, death or following a Change in Control as described below, the shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company. Upon the Employee’s Retirement, any shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited, and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed with the Company and the Employee shall have the right to receive a cash amount in accordance with Section 2 equal to dividends payable on such shares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable payroll date.

SECTION 2. The first sentence of Section 3 of each of the LTIP Unit Agreements is amended by replacing it in its entirety with the following text:

If the employment of the Employee by the Company or an affiliate terminates for any reason except Retirement, death or following a Change in Control as described below, the Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company for delivery to the Partnership and cancellation. Upon the Employee’s Retirement, any Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination

shall not be forfeited and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed by the Company and the Employee shall have the right to receive distributions in accordance with Section 2 with respect to such Restricted LTIP Units following the Employee’s Retirement as if the Employee was employed on the applicable payroll date.

SECTION 3. Section 3 of each of the Agreements is amended by adding the following paragraph to the end of such Section:

For the purposes of this Section, “Retirement” will mean (A) if the Employee is a party to an employment agreement with the Company or an affiliate thereof immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such agreement, or (B) if the Employee is not party to an employment agreement with the Company or an affiliate thereof immediately prior to such event or if the Employee is party to such an agreement and such agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65.

SECTION 4. All other terms of the Agreements shall be unaffected by this Amendment and shall remain in full force and effect in accordance with their terms.

IN WITNESS WHEREOF, the undersigned have executed this Amendment on the day and year first written above.

VORNADO REALTY TRUST
By:
VORNADO REALTY L.P.
By:	Vornado Realty Trust, its general partner
By:
Grantee’s consent:
Name:

EX-10.38

EXHIBIT 10.38

FORM OF VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN

RESTRICTED LTIP UNIT AGREEMENT

RESTRICTED LTIP UNIT AGREEMENT made as of date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

RECITALS

A. In accordance with the Vornado Realty Trust 2010 Omnibus Share Plan, as it may be amended from time to time (the “Plan”), the Company desires in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire LTIP Units (as defined in the agreement of limited partnership of the Partnership, as amended (the “Partnership Agreement”)) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement, and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company, the Partnership and its subsidiaries.

B. Schedule A hereto sets forth certain significant details of the LTIP Unit grant herein and is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A.

NOW, THEREFORE, the Company, the Partnership and the Employee hereby agree as follows:

AGREEMENT

1. Grant of Restricted LTIP Units. On the terms and conditions set forth below, as well as the terms and conditions of the Plan, the Company hereby grants to the Employee such number of LTIP Units as is set forth on Schedule A (the “Restricted LTIP Units”).

2. Vesting Period. The vesting period of the Restricted LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted LTIP Units are fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter, the number of LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the Restricted LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise

disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding).

The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash distributions paid on Restricted LTIP Units for which the applicable Vesting Period has not expired unless the Employee is employed by the Company or an affiliate on the payroll date coinciding with or immediately following the date any such distributions are payable.

The Employee shall have the right to vote the Restricted LTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

3. Forfeiture of Restricted LTIP Units. If the employment of the Employee by the Company or an affiliate terminates for any reason except Retirement, death or following a Change in Control as described below, the Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company for delivery to the Partnership and cancellation. Upon the Employee’s Retirement, any Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed by the Company and the Employee shall have the right to receive distributions in accordance with Section 2 with respect to such Restricted LTIP Units following the Employee’s Retirement as if the Employee was employed on the applicable payroll date. Upon the Employee’s death, all of the Restricted LTIP Units (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of (a) a Change in Control of the Company, and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any Restricted LTIP Units for which the applicable Vesting Period has not expired, shall become fully vested and shall not be forfeitable. For purposes of this Restricted LTIP Unit Agreement, a “Change in Control” of the Company means the occurrence of one of the following events:

(i) individuals who, on the Grant Date, constitute the Board of Trustees of the Company (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees (the “Board”), provided that any person becoming a trustee subsequent to the Grant Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without

2

objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee;

(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner:  (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the Grant Date) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”);

(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (F) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a “Non-Qualifying Transaction”); or

(iv) Board approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating

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trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in substantially the same proportions as such shareholders owned the Company’s Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Restricted LTIP Unit Agreement.

For the purposes of this Section, “Cause” will mean with respect to the Employee, the Employee’s:  (a) conviction of, or plea of guilty or nolo contendre to, a felony pertaining or otherwise relating to his or her employment with the Company or an affiliate; or (b) willful misconduct that is materially economically injurious to the Company or any of its affiliates, in each case as determined in the Company’s sole discretion. For the purposes of this Section, “Good Reason” will mean (a) the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s status prior to the Change in Control or a material and adverse alteration in the nature of the Employee’s duties, responsibilities or authority; (b) a reduction in the Employee’s base salary; or (c) a relocation of the Employee’s own office location to a location more than 30 miles from its location prior to the Change in Control. In the event the Employee is a party to an employment agreement with the Company or an affiliate thereof, and the definitions of Cause or Good Reason contained herein conflict with terms provided therefor in such employment agreement (or similar terms or provisions intended to cover substantially similar circumstances) the definitions contained in such employment agreement will govern.

For the purposes of this Section, “Retirement” will mean (A) if the Employee is a party to an employment agreement with the Company or an affiliate thereof immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such agreement, or (B) if the Employee is not party to an employment agreement with the Company or an affiliate thereof immediately prior to such event or if the Employee is party to such an agreement and such agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65.

4. Certificates. Each certificate, if any, issued in respect of the Restricted LTIP Units awarded under this Restricted LTIP Unit Agreement shall be registered in the Employee’s name and held by the Company until the expiration of the applicable Vesting Period. If certificates representing the LTIP Units are issued by the Partnership at the time, at the expiration of each Vesting Period, the Company shall deliver to the Employee (or, if applicable, to the Employee’s legal representatives, beneficiaries or heirs) certificates representing the number of LTIP Units that vested upon the expiration of such Vesting Period. The Employee agrees that any resale of the LTIP Units received upon the expiration of the applicable Vesting Period (or shares of Company’s common shares of beneficial interest, par value $0.04 per share (the “Common Shares”) received upon redemption of or in exchange for LTIP Units or Class A Units of the Partnership into which LTIP Units may have been converted) shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable

4

Company employee manual or insider trading policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

5. Tax Withholding. The Company or its applicable affiliate has the right to withhold from cash compensation payable to the Employee all applicable income and employment taxes due and owing at the time the applicable portion of the Restricted LTIP Units becomes includible in the Employee’s income (the “Withholding Amount”), and/or to delay delivery of Restricted LTIP Units until appropriate arrangements have been made for payment of such withholding. In the alternative, the Company has the right to retain and cancel, or sell or otherwise dispose of such number of Restricted LTIP Units as have a market value determined at date the applicable LTIP Units vest, approximately equal to the Withholding Amount with any excess proceeds being paid to Employee.

6. Certain Adjustments. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of Common Shares or Class A Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Restricted LTIP Unit Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Common Shares (or corresponding change in the Conversion Factor applicable to Class A Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Class A Units, shares or other securities received by the Employee with respect to the applicable Restricted LTIP Units for which the Vesting Period shall not have expired will be subject to the same restrictions as the Restricted LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.

7. No Right to Employment. Nothing herein contained shall affect the right of the Company or any affiliate to terminate the Employee’s services, responsibilities and duties at any time for any reason whatsoever.

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8. Notice. Any notice to be given to the Company shall be addressed to the Executive Vice President of the Company at 888 Seventh Avenue, New York, New York 10019 and any notice to be given the Employee shall be addressed to the Employee at the Employee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Employee may hereafter designate in writing to the other.

9. Governing Law. This Restricted LTIP Unit Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without references to principles of conflict of laws.

10. Successors and Assigns. This Restricted LTIP Unit Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and any successors to the Employee by will or the laws of descent and distribution, but this Restricted LTIP Unit Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Employee. None of the LTIP Units shall be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the Partnership Agreement (a) prior to vesting and (b) unless such Transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act, and such Transfer is in accordance with the applicable terms and conditions of the Partnership Agreement. Any attempted Transfer of LTIP Units not in accordance with the terms and conditions of this Section 10 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP Units as a result of any such Transfer, and shall otherwise refuse to recognize any such Transfer.

11. Severability. If, for any reason, any provision of this Restricted LTIP Unit Agreement is held invalid, such invalidity shall not affect any other provision of this Restricted LTIP Unit Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Restricted LTIP Unit Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Restricted LTIP Unit Agreement, shall to the full extent consistent with law continue in full force and effect.

12. Headings. The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Restricted LTIP Unit Agreement.

13. Counterparts. This Restricted LTIP Unit Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

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14. Miscellaneous. This Restricted LTIP Unit Agreement may not be amended except in writing signed by the Company and the Employee. Notwithstanding the foregoing, this Restricted LTIP Unit Agreement may be amended in writing signed only by the Company to:  (a) correct any errors or ambiguities in this Restricted LTIP Unit Agreement; and/or (b) to make such changes that do not materially adversely affect the Employee’s rights hereunder. This grant shall in no way affect the Employee’s participation or benefits under any other plan or benefit program maintained or provided by the Company. In the event of a conflict between this Restricted LTIP Unit Agreement and the Plan, the Plan shall govern.

15. Conflict With Employment Agreement. If (and only if) the Employee and the Company or its affiliates have entered into an employment agreement, in the event of any conflict between any of the provisions of this Agreement and any such employment agreement the provisions of such employment agreement will govern. As further provided in Section 7, nothing herein shall imply that any employment agreement exists between the Employee and the Company or its affiliates.

16. Status as a Partner. As of the Grant Date, the Employee shall be admitted as a partner of the Partnership with beneficial ownership of the number of LTIP Units issued to the Employee as of such date pursuant to this Restricted LTIP Unit Agreement by: (A) signing and delivering to the Partnership a copy of this Agreement; and (B) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A).

17. Status of LTIP Units under the Plan. The LTIP Units are both issued as equity securities of the Partnership and granted as awards under the Plan. The Company will have the right at its option, as set forth in the Partnership Agreement, to issue Common Shares in exchange for Class A Units into which LTIP Units may have been converted pursuant to the Partnership Agreement, subject to certain limitations set forth in the Partnership Agreement, and such Common Shares, if issued, will be issued under the Plan. The Employee must be eligible to receive the LTIP Units in compliance with applicable federal and state securities laws and to that effect is required to complete, execute and deliver certain covenants, representations and warranties (attached as Exhibit B). The Employee acknowledges that the Employee will have no right to approve or disapprove such determination by the Company.

18. Investment Representations; Registration. The Employee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Restricted LTIP Unit Agreement by the Employee. The Partnership will have no obligation to register under the Securities Act any LTIP Units or any other securities issued pursuant to this Restricted LTIP Unit Agreement or upon conversion or exchange of LTIP Units.

19. Section 83(b) Election. In connection with this Restricted LTIP Unit Agreement the Employee hereby agrees to make an election to include in gross income in

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the year of transfer the applicable LTIP Units pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, substantially in the form attached hereto as Exhibit C and to supply the necessary information in accordance with the regulations promulgated thereunder.

[signature page follows]

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IN WITNESS WHEREOF, this Restricted LTIP Unit Agreement has been executed by the parties hereto as of the date and year first above written.

VORNADO REALTY TRUST

By:

VORNADO REALTY L.P.

By:  Vornado Realty Trust, its general partner

By:

EMPLOYEE

Name:

9

EXHIBIT A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Employee, desiring to become one of the within named Limited Partners of Vornado Realty L.P., hereby accepts all of the terms and conditions of (including, without limitation, the provisions related to powers of attorney), and becomes a party to, the Second Amended and Restated Agreement of Limited Partnership, dated as of October 20, 1997, of Vornado Realty L.P., as amended (the “Partnership Agreement”). The Employee agrees that this signature page may be attached to any counterpart of the Partnership Agreement and further agrees as follows (where the term “Limited Partner” refers to the Employee: Capitalized terms used but not defined herein have the meaning ascribed thereto in the Partnership Agreement

1. The Limited Partner hereby confirms that it has reviewed the terms of the Partnership Agreement and affirms and agrees that it is bound by each of the terms and conditions of the Partnership Agreement, including, without limitation, the provisions thereof relating to limitations and restrictions on the transfer of Partnership Units.

2. The Limited Partner hereby confirms that it is acquiring the Partnership Units for its own account as principal, for investment and not with a view to resale or distribution, and that the Partnership Units may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the Partnership (which it has no obligation to file) or that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Partnership Units as to which evidence of such registration or exemption from registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration. If the General Partner delivers to the Limited Partner Common Shares of Beneficial Interest of the General Partner (“Common Shares”) upon redemption of any Partnership Units, the Common Shares will be acquired for the Limited Partner’s own account as principal, for investment and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the General Partner with respect to such Common Shares (which it has no obligation under the Partnership Agreement to file) or that is exempt from the registration requirements of the Securities Act and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Common Shares as to which evidence of such registration or exemption from such registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration.

3. The Limited Partner hereby affirms that it has appointed the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and

Ex. A-1

attorney-in-fact, with full power and authority in its name, place and stead, in accordance with Section 15.11 of the Partnership Agreement, which section is hereby incorporated by reference. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.

4. The Limited Partner hereby confirms that, notwithstanding any provisions of the Partnership Agreement to the contrary, the LTIP Units shall not be redeemable by the Limited Partner pursuant to Section 8.6 of the Partnership Agreement.

5. a. The Limited Partner hereby irrevocably consents in advance to any amendment to the Partnership Agreement, as may be recommended by the General Partner, intended to avoid the Partnership being treated as a publicly-traded partnership within the meaning of Section 7704 of the Internal Revenue Code, including, without limitation, (x) any amendment to the provisions of Section 8.6 of the Partnership Agreement intended to increase the waiting period between the delivery of a Notice of Redemption and the Specified Redemption Date and/or the Valuation Date to up to sixty (60) days or (y) any other amendment to the Partnership Agreement intended to make the redemption and transfer provisions, with respect to certain redemptions and transfers, more similar to the provisions described in Treasury Regulations Section 1.7704-1(f).

b. The Limited Partner hereby appoints the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to execute and deliver any amendment referred to in the foregoing paragraph 5(a) on the Limited Partner’s behalf. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.

6. The Limited Partner agrees that it will not transfer any interest in the Partnership Units (x) through (i) a national, non-U.S., regional, local or other securities exchange, (ii) PORTAL or (iii) an over-the-counter market (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (y) to or through (a) a person, such as a broker or dealer, that makes a market in, or regularly quotes prices for, interests in the Partnership or (b) a person that regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to any interests in the Partnership and stands ready to effect transactions at the quoted prices for itself or on behalf of others.

Ex. A-2

7. The Limited Partner acknowledges that the General Partner shall be a third party beneficiary of the representations, covenants and agreements set forth in Sections 4 and 6 hereof. The Limited Partner agrees that it will transfer, whether by assignment or otherwise, Partnership Units only to the General Partner or to transferees that provide the Partnership and the General Partner with the representations and covenants set forth in Sections 4 and 6 hereof.

8. This Acceptance shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

	Signature Line for Limited Partner:
Name:
Date:		, 20__
	Address of Limited Partner:

Ex. A-3

.EXHIBIT B

EMPLOYEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Employee hereby represents, warrants and covenants as follows:

(a) The Employee has received and had an opportunity to review the following documents (the “Background Documents”):

(i) Vornado Realty Trust’s latest Annual Report to Shareholders;

(ii) Vornado Realty Trust’s Proxy Statement for its most recent Annual Meeting of Shareholders;

(iii) Vornado Realty Trust’s and Vornado Realty L.P.’s Report on Form 10-K for the fiscal year most recently ended;

(iv) Vornado Realty Trust’s and Vornado Realty L.P.’s Form 10-Q, if any, for the most recently ended quarter filed by Vornado Realty Trust and Vornado Realty L.P. with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iii) above;

(v) Each of the Current Report(s) on Form 8-K of Vornado Realty Trust and Vornado Realty L.P., if any, filed since the end of the fiscal year most recently ended for which a Form 10-K has been filed by Vornado Realty Trust and Vornado Realty L.P.;

(vi) The Partnership Agreement;

(vii) Vornado Realty Trust’s 2010 Omnibus Share Plan; and

(viii) Vornado Realty L.P.’s Second Amended and Restated Agreement of Limited Partnership, as amended.

The Employee also acknowledges that any delivery of the Background Documents and other information relating to Vornado Realty Trust and Vornado Realty L.P. prior to the determination by Vornado Realty L.P. of the suitability of the Employee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall be made.

(b) The Employee hereby represents and warrants that

(i) The Employee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Employee,

Ex. B-1

together with the business and financial experience of those persons, if any, retained by the Employee to represent or advise him with respect to the grant to him of LTIP Units, the potential conversion of LTIP Units into Class A Units of the Partnership (“Common Units”) and the potential redemption of such Common Units for Vornado Realty Trust’s Common Shares (“REIT Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Employee (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in Vornado Realty Trust and of making an informed investment decision, (II) is capable of protecting his own interest or has engaged representatives or advisors to assist him in protecting his interests, and (III) is capable of bearing the economic risk of such investment.

(ii) The Employee understands that (A) the Employee is responsible for consulting his own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Employee is or by reason of the award of LTIP Units may become subject, to his particular situation; (B) the Employee has not received or relied upon business or tax advice from Vornado Realty Trust, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Employee provides services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Employee believes to be necessary and appropriate to make an informed decision to accept this award of LTIP Units; and (D) an investment in the Partnership and/or Vornado Realty Trust involves substantial risks. The Employee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and Vornado Realty Trust and their respective activities (including, but not limited to, the Background Documents). The Employee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Employee to verify the accuracy of information conveyed to the Employee. The Employee confirms that all documents, records, and books pertaining to his receipt of LTIP Units which were requested by the Employee have been made available or delivered to the Employee. The Employee has had an opportunity to ask questions of and receive answers from the Partnership and Vornado Realty Trust, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Employee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Employee by the Partnership or Vornado Realty Trust.

(iii) The LTIP Units to be issued, the Common Units issuable upon conversion of the LTIP Units and any REIT Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the

Ex. B-2

Employee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Employee’s right (subject to the terms of the LTIP Units, the Stock Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his LTIP Units, Common Units or REIT Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being at all times within his control.

(iv) The Employee acknowledges that (A) neither the LTIP Units to be issued, nor the Common Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and Vornado Realty Trust on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Employee contained herein, (C) such LTIP Units or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Common Units and (E) neither the Partnership nor Vornado Realty Trust has any obligation or intention to register such LTIP Units or the Common Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for REIT Shares, Vornado Realty Trust may issue such REIT Shares under the 2010 Omnibus Share Plan (the “Stock Plan”) and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Employee is eligible to receive such REIT Shares under the Stock Plan at the time of such issuance, (II) Vornado Realty Trust has filed a Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such REIT Shares and (III) such Form S-8 is effective at the time of the issuance of such REIT Shares. The Employee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units which are set forth in the Partnership Agreement or this Agreement, the Employee may have to bear the economic risk of his ownership of the LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units for an indefinite period of time.

(v) The Employee has determined that the LTIP Units are a suitable investment for the Employee.

(vi) No representations or warranties have been made to the Employee by the Partnership or Vornado Realty Trust, or any officer, director,

Ex. B-3

shareholder, agent, or affiliate of any of them, and the Employee has received no information relating to an investment in the Partnership or the LTIP Units except the information specified in paragraph (b) above.

(c) So long as the Employee holds any LTIP Units, the Employee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

(d) The Employee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit C. The Employee agrees to file the election (or to permit the Partnership to file such election on the Employee’s behalf) within thirty (30) days after the award of the LTIP Units hereunder with the IRS Service Center at which such Employee files his personal income tax returns, and to file a copy of such election with the Employee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Employee.

(e) The address set forth on the signature page of this Agreement is the address of the Employee’s principal residence, and the Employee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

Ex. B-4

SCHEDULE A TO RESTRICTED LTIP UNIT AGREEMENT

. 

(Terms being defined are in quotation marks.)

Date of Restricted LTIP Unit Agreement:
Name of Employee:
Number of LTIP Units Subject to Grant:
Date of Grant:
Date on Which Restricted LTIP Units are Fully Vested:
Vesting Period:	[__] years
“Annual Vesting Amount”Insert the number of LTIP Units that vest each year or other applicable vesting schedule.	[__]
“Annual Vesting Date” (or if such date is not a business day, on the next succeeding business day):Insert the calendar date of each year on which LTIP Units will vest or other appropriate vesting schedule.
Additional Matters:

Initials of Vornado Realty Trust representative:

Initials of Employee:

EX-10.39

EXHIBIT 10.39

FORM OF VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN
RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT made as of date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).

RECITALS

A. In accordance with the Vornado Realty Trust 2010 Omnibus Share Plan, as it may be amended from time to time (the “Plan”), the Company desires in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire shares of the Company’s common shares of beneficial interest, par value $0.04 per share (the “Common Shares”), and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company and its subsidiaries.

B.  Schedule A hereto sets forth certain significant details of the share grant herein and is incorporated herein by reference.  Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A.

NOW, THEREFORE, the Company and the Employee hereby agree as follows:

AGREEMENT

1. Grant of Restricted Stock.  On the terms and conditions set forth below, as well as the terms and conditions of the Plan, the Company hereby grants to the Employee such number of Common Shares as is set forth on Schedule A (the “Restricted Stock”).

2. Vesting Period.  The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested.  On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement.  To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern.  Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding).

The Employee shall not have the right to receive dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired.  In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company or its affiliates on the payroll date coinciding with or immediately following the date any such dividends are paid on the Restricted Shares.

The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.

3. Forfeiture of Restricted Stock.  If the employment of the Employee by the Company or its affiliates terminates for any reason except Retirement, death or following a Change in Control as described below, the shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company.  Upon the Employee’s Retirement, any shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited, and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed with the Company and the Employee shall have the right to receive a cash amount in accordance with Section 2 equal to dividends payable on such shares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable payroll date.  Upon the Employee’s death, all of the shares of Restricted Stock (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of (a) a Change in Control of the Company, and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any shares of Restricted Stock for which the applicable Vesting Period has not expired, shall become fully vested and shall not be forfeitable.  For purposes of this Restricted Stock Agreement, a “Change in Control” of the Company means the occurrence of one of the following events:

(i) individuals who, on the Grant Date, constitute the Board of Trustees of the Company (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees (the “Board”), provided that any person becoming a trustee subsequent to the Grant Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee;

2

(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner:  (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the Grant Date) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”);

(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (F) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a “Non-Qualifying Transaction”); or

(iv) Board approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in substantially the same proportions as such shareholders owned the Company’s Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Restricted Stock Agreement.

3

For the purposes of this Section, “Cause” will mean with respect to the Employee, the Employee’s:  (a) conviction of, or plea of guilty or nolo contendre to, a felony pertaining or otherwise relating to his or her employment with the Company or an affiliate; or (b) willful misconduct that is materially economically injurious to the Company or any of its affiliates, in each case as determined in the Company’s sole discretion. For the purposes of this Section, “Good Reason” will mean (a) the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s status prior to the Change in Control or a material and adverse alteration in the nature of the Employee’s duties, responsibilities or authority; (b) a reduction in the Employee’s base salary; or (c) a relocation of the Employee’s own office location to a location more than 30 miles from its location prior to the Change in Control. In the event the Employee is a party to an employment agreement with the Company or an affiliate thereof, and the definitions of Cause or Good Reason contained herein conflict with terms provided therefor in such employment agreement (or similar terms or provisions intended to cover substantially similar circumstances) the definitions contained in such employment agreement will govern.

For the purposes of this Section, “Retirement” will mean (A) if the Employee is a party to an employment agreement with the Company or an affiliate thereof immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such agreement, or (B) if the Employee is not party to an employment agreement with the Company or an affiliate thereof immediately prior to such event or if the Employee is party to such an agreement and such agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65.

4. Certificates.  Each certificate issued in respect of the Restricted Stock awarded under this Restricted Stock Agreement shall be registered in the Employee’s name and held by the Company until the expiration of the applicable Vesting Period.  At the expiration of each Vesting Period, the Company shall deliver to the Employee (or, if applicable, to the Employee’s legal representatives, beneficiaries or heirs) certificates representing the number of Common Shares that vested upon the expiration of such Vesting Period.  The Employee agrees that any resale of the Common Shares received upon the expiration of the applicable Vesting Period shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider trading policy.  In addition, any resale shall be made in compliance with the registration requirements of the Securities Act of 1933, as amended, or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

5. Tax Withholding.  The Company or its applicable affiliate has the right to withhold from cash compensation payable to the Employee all applicable income and employment taxes due and owing at the time the applicable portion of the Restricted Stock becomes includible in the Employee’s income (the “Withholding Amount”), and/or to delay delivery of Restricted Stock until appropriate arrangements have been made for

4

payment of such withholding.  In the alternative, the Company has the right to retain and cancel, or sell or otherwise dispose of such number of shares of Restricted Stock as have a market value determined at date the applicable shares vest, approximately equal to the Withholding Amount with any excess proceeds being paid to Employee.

6. Certain Adjustments.  In the event of any change in the outstanding Common Shares by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders other than regular dividends, any shares or other securities received by the Employee with respect to the applicable Restricted Stock for which the Vesting Period shall not have expired will be subject to the same restrictions as the Restricted Stock with respect to an equivalent number of shares and shall be deposited with the Company.

7. No Right to Employment.  Nothing herein contained shall affect the right of the Company or any affiliate to terminate the Employee’s services, responsibilities and duties at any time for any reason whatsoever.

8. Notice.  Any notice to be given to the Company shall be addressed to the Secretary of the Company at 888 Seventh Avenue, New York, New York 10019 and any notice to be given the Employee shall be addressed to the Employee at the Employee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Employee may hereafter designate in writing to the other.

9. Governing Law.  This Restricted Stock Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without references to principles of conflict of laws.

10. Successors and Assigns.  This Restricted Stock Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and any successors to the Employee by will or the laws of descent and distribution, but this Restricted Stock Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Employee.

11. Severability.  If, for any reason, any provision of this Restricted Stock Agreement is held invalid, such invalidity shall not affect any other provision of this Restricted Stock Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect.  If any provision of this Restricted Stock Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Restricted Stock Agreement, shall to the full extent consistent with law continue in full force and effect.

5

12. Headings.  The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Restricted Stock Agreement.

13. Counterparts.  This Restricted Stock Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document.  All counterparts shall be construed together and constitute the same instrument.

14. Miscellaneous.  This Restricted Stock Agreement may not be amended except in writing signed by the Company and the Employee.  Notwithstanding the foregoing, this Restricted Stock Agreement may be amended in writing signed only by the Company to:  (a) correct any errors or ambiguities in this Restricted Stock Agreement; and/or (b) to make such changes that do not materially adversely affect the Employee’s rights hereunder.  This grant shall in no way affect the Employee’s participation or benefits under any other plan or benefit program maintained or provided by the Company.  In the event of a conflict between this Restricted Stock Agreement and the Plan, the Plan shall govern.

15. CONFLICT WITH EMPLOYMENT AGREEMENT.  If (and only if) the Employee and the Company or its affiliates have entered into an employment agreement, in the event of any conflict between any of the provisions of this Agreement and any such employment agreement the provisions of such employment agreement will govern.  As further provided in Section 7, nothing herein shall imply that any employment agreement exists between the Employee and the Company or its affiliates.

[signature page follows]

6

IN WITNESS WHEREOF, this Restricted Stock Agreement has been executed by the parties hereto as of the date and year first above written.

VORNADO REALTY TRUST
By:
	Name:
	Title:
Name

7

SCHEDULE A TO RESTRICTED STOCK AGREEMENT

 (Terms being defined are in quotation marks.)

Date of Restricted Stock Agreement:
Name of Employee:
Number of Common Shares Subject to Grant:
Date of Grant:
Date on Which Restricted Stock is Fully Vested:
Vesting Period:	[__] years
“Annual Vesting Amount”Insert the number of Restricted Shares that vest each year or other applicable vesting schedule.	[__]
“Annual Vesting Date” (or if such date is not a business day, on the next succeeding business day):Insert the calendar date of each year on which Restricted Shares will vest or other appropriate vesting schedule.

Initials of Company representative:

Initials of Employee:

8

EX-21

EXHIBIT 21

All of the following are subsidiaries of both Vornado Realty Trust and Vornado Realty, L.P. as of December 31, 2018, except Vornado Realty, L.P. is a subsidiary of only Vornado Realty Trust.

	VORNADO REALTY TRUST AND VORNADO REALTY L.P.
	FORM 10-K
	SUBSIDIARIES OF THE REGISTRANT
	AS OF DECEMBER 31, 2018
		State of
	Name of Subsidiary	Organization
1	11 East 68th Street LLC	Delaware	1
2	11 East 68th TRS LLC	Delaware	2
3	1290 Management II, LLC	Delaware	3
4	131 West 33rd Street Owner LLC	Delaware	4
5	137 West 33rd Street Owner LLC	Delaware	5
6	138-142 West 32nd EAT LLC	Delaware	6
7	144-150 West 34th Street EAT LLC	Delaware	7
8	144-150 West 34th Street Owner II LLC	Delaware	8
9	148 Spring Street, LLC	Delaware	9
10	150 East 58th Street, L.L.C.	New York	10
11	150 Spring Street LLC	Delaware	11
12	1535 Broadway LLC	Delaware	12
13	1800 Park REIT LLC	Delaware	13
14	201 East 66th Street LLC	New York	14
15	205-217 E. 138th Street LLC	Delaware	15
16	220 Building Owner LLC	Delaware	16
17	265 West 34th Street Owner LLC	Delaware	17
18	27 Washington Sq North Owner LLC	Delaware	18
19	280 Park Administration LLC	Delaware	19
20	280 Park Cleaning LLC	Delaware	20
21	280 Park Junior Mezzanine LLC	Delaware	21
22	280 Park Senior Mezzanine LLC	Delaware	22
23	29 West 57th Street Owner LLC	Delaware	23
24	304-306 Canal Street LLC	Delaware	24
25	31 West 57th Street Owner LLC	Delaware	25
26	330 Madison Company LLC	Delaware	26
27	330 Madison Property Owner LLC	Delaware	27
28	334 Canal Street LLC	Delaware	28
29	350 Park EAT LLC	Delaware	29
30	4 USS LLC	Delaware	30
31	40 East 14 Realty Associates, L.L.C.	New York	31
32	40 Fulton Street LLC	New York	32
33	401 Commercial Son II LLC	Delaware	33
34	401 Commercial Son, LLC	Delaware	34
35	401 Commercial, L.P.	Delaware	35
36	401 General Partner, L.L.C.	Delaware	36
37	401 Hotel General Partner, L.L.C.	Delaware	37
38	401 Hotel REIT, LLC	Delaware	38

39	401 Hotel TRS, Inc.	Delaware	39
40	401 Hotel, L.P.	Delaware	40
41	408 West 15th Street Owner LLC	Delaware	41
42	480-486 Broadway, LLC	Delaware	42
43	486 8th Avenue Owner LLC	Delaware	43
44	488 Eighth Avenue Owner LLC	Delaware	44
45	49 West 57th Street Owner LLC	Delaware	45
46	50 East 86th Street Owner LLC	Delaware	46
47	501 Broadway Parallel REIT LLC	Delaware	47
48	501 Broadway REIT LLC	Delaware	48
49	527 West Kinzie LLC	Delaware	49
50	555 California Restaurant LLC	Delaware	50
51	555 California Restaurant Trust	Maryland	51
52	555 California Services JV LLC	Delaware	52
53	555 California TRS LLC	Delaware	53
54	58 Central Park III LLC	Delaware	54
55	58 Central Park LLC	Delaware	55
56	61 Ninth Avenue Development Holdings LLC	Delaware	56
57	61 Ninth Avenue Development LLC	Delaware	57
58	61 Ninth Avenue Development Member LLC	Delaware	58
59	61 Ninth Avenue Management LLC	Delaware	59
60	61 Ninth Retail Manager LLC	Delaware	60
61	650 Madison GP LLC	Delaware	61
62	650 Madison GP LP	Delaware	62
63	650 Madison Junior Mezz LLC	Delaware	63
64	650 Madison Office Manager LLC	Delaware	64
65	650 Madison Owner LLC	Delaware	65
66	650 Madison Retail Manager LLC	Delaware	66
67	650 Madison Senior Mezz LLC	Delaware	67
68	655 Fifth Avenue LLC	Delaware	68
69	655 Fifth Avenue Owner LLC	Delaware	69
70	655 Fifth Holdings LLC	Delaware	70
71	655 Fifth II LLC	Delaware	71
72	655 Fifth III LLC	Delaware	72
73	655 Fifth IV LLC	Delaware	73
74	689 Fifth Avenue L.L.C.	New York	74
75	697 Fifth/2 East 55th Street Manager LLC	Delaware	75
76	697 Fifth/2 East 55th Street TIC A Holdings LLC	Delaware	76
77	697 Fifth/2 East 55th Street TIC A Mezz LLC	Delaware	77
78	697 Fifth/2 East 55th Street TIC A Titleholder LLC	Delaware	78
79	697 Fifth/2 East 55th Street TIC B Lower-Tier LLC	Delaware	79
80	697 Fifth/2 East 55th Street TIC B Mezz LLC	Delaware	80
81	697 Fifth/2 East 55th Street TIC B Upper-Tier LLC	Delaware	81
82	697 Fifth/2 East 55th TIC B Holdings LLC	Delaware	82
83	697 Fifth/2 East 55th TIC B Mortgage Borrower LLC	Delaware	83
84	6M Investor LP	Delaware	84

85	6M REIT LLC	Delaware	85
86	7 West 34th Street LLC	New York	86
87	715 Lexington Avenue LLC	New York	87
88	715 Lexington Avenue TIC II LLC	Delaware	88
89	715 Lexington Avenue TIC LLC	Delaware	89
90	770 Broadway Company LLC	New York	90
91	770 Broadway Mezzanine LLC	Delaware	91
92	770 Broadway Owner LLC	Delaware	92
93	825 Seventh Avenue Holding Corporation	New York	93
94	825 Seventh Avenue Holding L.L.C.	New York	94
95	85 Tenth Junior Mezz LLC	Delaware	95
96	888 Seventh Avenue LLC	Delaware	96
97	909 Third Avenue Assignee LLC	New York	97
98	909 Third Company, L.P.	New York	98
99	909 Third GP, LLC	Delaware	99
100	968 Third, L.L.C.	New York	100
101	Alexander's, Inc.	Delaware	101
102	Arbor Property, L.P.	Delaware	102
103	Art on theMart LLC	Delaware	103
104	Art Patron Holdings LLC	Delaware	104
105	Balena Real Estate Development II LLC	Delaware	105
106	Balena Real Estate Development III LLC	Delaware	106
107	Balena Real Estate Development IV LLC	Delaware	107
108	Balena Real Estate Development LLC	Delaware	108
109	Bensalem VF, L.L.C.	Pennsylvania	109
110	Building Maintenance Service LLC	Delaware	110
111	Circle 1 LLC	Delaware	111
112	CPTS Domestic Owner LLC	Delaware	112
113	CPTS Hotel Lessee LLC	Delaware	113
114	CPTS Hotel Lessee Mezz 1 LLC	Delaware	114
115	CPTS Hotel Lessee Mezz 2 LLC	Delaware	115
116	CPTS Hotel Lessee Mezz 3 LLC	Delaware	116
117	CPTS Parallel Owner LLC	Delaware	117
118	CPTS TRS LLC	Delaware	118
119	CV Harlem Park LLC	Delaware	119
120	Design Center Owner (D.C.), L.L.C.	Delaware	120
121	Durham Leasing II L.L.C.	New Jersey	121
122	Durham Leasing L.L.C.	New Jersey	122
123	Eleven Penn Plaza LLC	New York	123
124	Farley Building Leasing LLC	Delaware	124
125	Farley Building Master Tenant LLC	Delaware	125
126	Farley Building TRS LLC	Delaware	126
127	Farley Cleaning LLC	Delaware	127
128	Farley Developer LLC	Delaware	128
129	Farley Lease Management LLC	Delaware	129
130	Farley Property Manager LLC	Delaware	130

131	Franconia GP, L.L.C.	Delaware	131
132	Fuller Madison LLC	New York	132
133	Gallery Market Holding Company, L.L.C.	Pennsylvania	133
134	Gallery Market Holding Company, L.P.	Pennsylvania	134
135	Gallery Market Properties Holding Company, L.L.C.	Pennsylvania	135
136	Gallery Market Properties Holding Company, L.P.	Pennsylvania	136
137	Garfield Parcel L.L.C.	New Jersey	137
138	Geneva Associates Owner LLC	Delaware	138
139	Green Acres 666 Fifth Retail EAT TIC Owner LLC	Delaware	139
140	Green Acres 666 Fifth Retail TIC Owner LLC	Delaware	140
141	Green Acres Mall, L.L.C.	Delaware	141
142	Guard Management Service Corp.	Delaware	142
143	HBR Properties Annapolis, L.L.C.	Delaware	143
144	HBR Properties, L.L.C.	Delaware	144
145	IP Mezz Borrower I LLC	Delaware	145
146	IP Mezz Borrower II LLC	Delaware	146
147	IP Mortgage Borrower LLC	Delaware	147
148	LaSalle Hubbard L.L.C.	Delaware	148
149	Leva II Holdings LLC	Delaware	149
150	Leva III Holdings LLC	Delaware	150
151	Lincoln Road II LLC	Delaware	151
152	Lincoln Road Management LLC	Delaware	152
153	Lincoln Road Parallel REIT LLC	Delaware	153
154	Lincoln Road REIT LLC	Delaware	154
155	M 330 Associates L.P.	New York	155
156	M 393 Associates LLC	New York	156
157	Mart Parking II, LLC	Delaware	157
158	Mart Parking LLC	Delaware	158
159	Mart Trade Show L.L.C.	Delaware	159
160	Menands Holding Corporation	New York	160
161	Menands VF L.L.C.	New York	161
162	Merchandise Mart First Mezzanine Borrower L.L.C.	Delaware	162
163	Merchandise Mart Holdco L.L.C.	Delaware	163
164	Merchandise Mart L.L.C.	Delaware	164
165	Merchandise Mart Properties, Inc.	Delaware	165
166	Merchandise Mart Second Mezzanine Borrower L.L.C.	Delaware	166
167	MMPI Piers MTS L.L.C.	Delaware	167
168	MMPI Volta LLC	Delaware	168
169	Mortgage Owner LLC	Delaware	169
170	Moynihan Interim Tenant LLC	Delaware	170
171	Moynihan Train Hall Developer LLC	Delaware	171
172	MTS-MM L.L.C.	Delaware	172
173	New Jersey GL LLC	Delaware	173
174	Ninety Park Lender LLC	New York	174
175	Ninety Park Lender QRS, Inc.	Delaware	175
176	Ninety Park Manager LLC	New York	176

177	Ninety Park Property LLC	New York	177
178	Office Center Owner (D.C.) L.L.C.	Delaware	178
179	One Park Owner JV LP	Delaware	179
180	One Penn Plaza LLC	New York	180
181	One Penn Plaza TRS, Inc.	Delaware	181
182	Orleans Hubbard LLC	Delaware	182
183	Paris Associates Owner LLC	Delaware	183
184	PCJ I Inc.	New York	184
185	Peak Power One LLC	Delaware	185
186	Penn Plaza Insurance Company, L.L.C.	Vermont	186
187	Philadelphia VF L.L.C.	Pennsylvania	187
188	Philadelphia VF L.P.	Pennsylvania	188
189	Piers 92/94 LLC	Delaware	189
190	Pike Holding Company, L.L.C.	Pennsylvania	190
191	Pike Holding Company, L.P.	Pennsylvania	191
192	Pike VF L.L.C.	Pennsylvania	192
193	Pike VF L.P.	Pennsylvania	193
194	Powerspace & Services, Inc.	Delaware	194
195	Rahway Leasing L.L.C.	New Jersey	195
196	RTR VW LLC	Delaware	196
197	RV Farley Developer LLC	Delaware	197
198	RVS Partners LLC	Delaware	198
199	Shenandoah Parent LLC	Delaware	199
200	Skyline Parent LLC	Delaware	200
201	SMB Administration LLC	Delaware	201
202	SMB Tenant Services LLC	Delaware	202
203	SO Hudson 555 Management, Inc.	Delaware	203
204	SO Hudson Westside I Corp.	Delaware	204
205	T53 Condominium, L.L.C.	New York	205
206	The Armory Show Inc.	New York	206
207	The Palisades A/V Company, L.L.C.	Delaware	207
208	The Park Laurel Condominium	Delaware	208
209	The Pennsy Holdings LLC	Delaware	209
210	Thebes I LLC	Delaware	210
211	theMart Manager LLC	Delaware	211
212	TheMart Tots LLC	Delaware	212
213	TMO 1 LLC	Delaware	213
214	Trees Acquisition Subsidiary, Inc.	Delaware	214
215	Two Guys From Harrison N.Y. L.L.C.	New York	215
216	Two Penn Plaza REIT, Inc.	New York	216
217	Umbra Holdings LLC	Delaware	217
218	Upper Moreland Holding Company, L.L.C.	Pennsylvania	218
219	Upper Moreland Holding Company, L.P.	Pennsylvania	219
220	Upper Moreland VF, L.L.C.	Pennsylvania	220
221	VBL Company, L.L.C.	New York	221
222	VCP COI One Park LP	Delaware	222

223	VCP IM L.L.C.	Delaware	223
224	VCP Lincoln Road LLC	Delaware	224
225	VCP LP L.L.C.	Delaware	225
226	VCP One Park Parallel REIT LLC	Delaware	226
227	VCP Parallel COI One Park LP	Delaware	227
228	VFC New Jersey Holding, L.L.C.	Delaware	228
229	Virgin Sign L.L.C.	Delaware	229
230	VMS Lender LLC	Delaware	230
231	VNK L.L.C.	Delaware	231
232	VNO 100 West 33rd Street LLC	Delaware	232
233	VNO 11 East 68th Street Holding Company LLC	Delaware	233
234	VNO 11 East 68th Street Mezz LLC	Delaware	234
235	VNO 11 East 68th Street Property Owner LLC	Delaware	235
236	VNO 125 West 31st Street Mezz LLC	Delaware	236
237	VNO 154 Spring Street LLC	Delaware	237
238	VNO 155 Spring Street LLC	Delaware	238
239	VNO 1750 Pennsylvania Avenue LLC	Delaware	239
240	VNO 1800 Park LLC	Delaware	240
241	VNO 220 Development LLC	Delaware	241
242	VNO 225 West 58th Street LLC	Delaware	242
243	VNO 225 West 58th Street Mezz Owner LLC	Delaware	243
244	VNO 267 West 34th LLC	Delaware	244
245	VNO 280 Park JV Member LLC	Delaware	245
246	VNO 33 West 57th Street LLC	Delaware	246
247	VNO 33-00 Northern Blvd LLC	Delaware	247
248	VNO 3500 US Highway 9 LLC	Delaware	248
249	VNO 401 Commercial Lessee LLC	Delaware	249
250	VNO 431 Seventh Avenue LLC	Delaware	250
251	VNO 435 Seventh Avenue LLC	Delaware	251
252	VNO 443 Broadway Holdings II LLC	Delaware	252
253	VNO 443 Broadway Holdings III LLC	Delaware	253
254	VNO 443 Broadway LLC	Delaware	254
255	VNO 501 Broadway LLC	Delaware	255
256	VNO 510 Fifth LLC	Delaware	256
257	VNO 510 West 22nd JV Member LLC	Delaware	257
258	VNO 510 West 22nd Lender LLC	Delaware	258
259	VNO 535-545 5th Loan LLC	Delaware	259
260	VNO 537 West 26th Street Owner LLC	Delaware	260
261	VNO 555 Fifth LLC	Delaware	261
262	VNO 606 Broadway LLC	Delaware	262
263	VNO 606 Broadway Manager Member LLC	Delaware	263
264	VNO 61 Ninth Avenue Member LLC	Delaware	264
265	VNO 63rd Street LLC	Delaware	265
266	VNO 650 Madison Investor LLC	Delaware	266
267	VNO 650 Madison LLC	Delaware	267
268	VNO 655 Partners LLC	Delaware	268

269	VNO 666 Fifth Holding LLC	Delaware	269
270	VNO 666 Fifth Retail TIC Lessee LLC	Delaware	270
271	VNO 7 West 34th Street Owner LLC	Delaware	271
272	VNO 7 West 34th Street Sub LLC	Delaware	272
273	VNO 701 Seventh Avenue Mezz LLC	Delaware	273
274	VNO 701 Seventh Avenue TRS LLC	Delaware	274
275	VNO 757 Third Avenue LLC	Delaware	275
276	VNO 86 Lex LLC	Delaware	276
277	VNO 93rd Street LLC	Delaware	277
278	VNO 966 Third Avenue LLC	Delaware	278
279	VNO AC LLC	Delaware	279
280	VNO Belmont Wonderland LLC	Delaware	280
281	VNO Building Acquisition LLC	Delaware	281
282	VNO Capital Partners REIT LLC	Delaware	282
283	VNO Capital Partners TRS LLC	Delaware	283
284	VNO CP Co-Investor LP	Delaware	284
285	VNO CP GP LLC	Delaware	285
286	VNO CP LLC	Delaware	286
287	VNO CPPIB Member LLC	Delaware	287
288	VNO Fashion LLC	Delaware	288
289	VNO IF GP LLC	Delaware	289
290	VNO IP Loan LLC	Delaware	290
291	VNO IP Warrant LLC	Delaware	291
292	VNO Island Global LLC	Delaware	292
293	VNO LF 50 West 57th Street Holding LLC	Delaware	293
294	VNO LF 50 West 57th Street JV LLC	Delaware	294
295	VNO LF 50 West 57th Street LLC	Delaware	295
296	VNO LF 50 West 57th Street Management LLC	Delaware	296
297	VNO LNR Holdco, L.L.C.	Delaware	297
298	VNO Morris Avenue GL LLC	Delaware	298
299	VNO New York Office Management LLC	Delaware	299
300	VNO One Park LLC	Delaware	300
301	VNO One Park Management LLC	Delaware	301
302	VNO Pentagon City LLC	Delaware	302
303	VNO Roosevelt Hotel Mezz II LLC	Delaware	303
304	VNO RTR AP, LLC	Delaware	304
305	VNO SC Note LLC	Delaware	305
306	VNO SM GP LLC	Delaware	306
307	VNO SM LLC	Delaware	307
308	VNO Suffolk II LLC	Delaware	308
309	VNO Surplus 2006 LLC	Delaware	309
310	VNO T-Hotel Loan LLC	Delaware	310
311	VNO TRU Kennedy Road LLC	Delaware	311
312	VNO TRU Mall Drive L.P.	Delaware	312
313	VNO TRU MICH L.P.	Delaware	313
314	VNO TRU Military Road L.P.	Delaware	314

315	VNO TRU Rand Road LLC	Delaware	315
316	VNO TRU TX LLC	Delaware	316
317	VNO VE LLC	Delaware	317
318	VNO Wayne License LLC	Delaware	318
319	VNO Wayne Towne Center Holding LLC	Delaware	319
320	VNO Wayne Towne Center LLC	Delaware	320
321	VNO/Farley BL Member LLC	Delaware	321
322	VNO/Farley Developer LLC	Delaware	322
323	VNO/Farley PM Member LLC	Delaware	323
324	Vornado 1399 LLC	Delaware	324
325	Vornado 1540 Broadway LLC	Delaware	325
326	Vornado 220 Central Park South II LLC	Delaware	326
327	Vornado 220 Central Park South LLC	Delaware	327
328	Vornado 25W14 LLC	Delaware	328
329	Vornado 3040 M Street LLC	Delaware	329
330	Vornado 330 W 34 Mezz LLC	Delaware	330
331	Vornado 330 West 34th Street L.L.C.	Delaware	331
332	Vornado 40 East 66th Street LLC	Delaware	332
333	Vornado 40 East 66th Street Member LLC	Delaware	333
334	Vornado 40 East 66th Street TRS LLC	Delaware	334
335	Vornado 401 Commercial LLC	Delaware	335
336	Vornado 601 Madison Avenue, L.L.C.	Delaware	336
337	Vornado 620 Sixth Avenue L.L.C.	Delaware	337
338	Vornado 640 Fifth Avenue L.L.C.	Delaware	338
339	Vornado 677 Madison LLC	Delaware	339
340	Vornado 692 Broadway, L.L.C.	Delaware	340
341	Vornado 90 Park Avenue L.L.C.	Delaware	341
342	Vornado 90 Park Member L.L.C.	Delaware	342
343	Vornado 90 Park QRS, Inc.	Delaware	343
344	Vornado Acquisition Co. LLC	Delaware	344
345	Vornado Air Rights LLC	Delaware	345
346	Vornado Auto L.L.C.	Delaware	346
347	Vornado BAP LLC	Delaware	347
348	Vornado Capital Partners GP LLC	Delaware	348
349	Vornado Capital Partners Parallel GP LLC	Delaware	349
350	Vornado Capital Partners Parallel LP	Delaware	350
351	Vornado Capital Partners Parallel REIT LLC	Delaware	351
352	Vornado Capital Partners, L.P.	Delaware	352
353	Vornado Cogen Holdings LLC	Delaware	353
354	Vornado Communications, LLC	Delaware	354
355	Vornado Concierge LLC	Delaware	355
356	Vornado Condominium Management LLC	Delaware	356
357	Vornado Dune LLC	Delaware	357
358	Vornado Eleven Penn Plaza LLC	Delaware	358
359	Vornado Eleven Penn Plaza Owner LLC	Delaware	359
360	Vornado Everest Lender, L.L.C.	Delaware	360
361	Vornado Everest, L.L.C.	Delaware	361

362	Vornado Farley Member LLC	Delaware	362
363	Vornado Finance GP L.L.C.	Delaware	363
364	Vornado Finance L.P.	Delaware	364
365	Vornado Fort Lee L.L.C.	Delaware	365
366	Vornado Fortress LLC	Delaware	366
367	Vornado Green Acres Acquisition L.L.C.	Delaware	367
368	Vornado Green Acres Holdings L.L.C.	Delaware	368
369	Vornado Green Acres SPE Managing Member, Inc.	Delaware	369
370	Vornado Harlem Park LLC	Delaware	370
371	Vornado India Retail Management LLC	Delaware	371
372	Vornado Investment Corporation	Delaware	372
373	Vornado Investments L.L.C.	Delaware	373
374	Vornado Lending L.L.C.	New Jersey	374
375	Vornado Lodi L.L.C.	Delaware	375
376	Vornado LXP, L.L.C.	Delaware	376
377	Vornado M 330 L.L.C.	Delaware	377
378	Vornado M 393 L.L.C.	Delaware	378
379	Vornado Management Corp.	Delaware	379
380	Vornado Manhattan House Mortgage LLC	Delaware	380
381	Vornado Marketing LLC	Delaware	381
382	Vornado New York RR One L.L.C.	Delaware	382
383	Vornado Newkirk Advisory LLC	Delaware	383
384	Vornado Newkirk L.L.C.	Delaware	384
385	Vornado Office Inc.	Delaware	385
386	Vornado Office Management LLC	Delaware	386
387	Vornado PC LLC	Delaware	387
388	Vornado Penn Plaza Master Plan Developer LLC	Delaware	388
389	Vornado Property Advisor LLC	Delaware	389
390	Vornado Realty L.L.C.	Delaware	390
391	Vornado Realty, L.P.	Delaware	391
392	Vornado Records 2006, L.L.C.	Delaware	392
393	Vornado Retail Finance Manager LLC	Delaware	393
394	Vornado Rosslyn LLC	Delaware	394
395	Vornado RTR DC LLC	Delaware	395
396	Vornado RTR Lessee JV LLC	Delaware	396
397	Vornado RTR Sub LLC	Delaware	397
398	Vornado RTR Urban Development LLC	Delaware	398
399	Vornado RTR Urban Development TMP LLC	Delaware	399
400	Vornado RTR, Inc.	Delaware	400
401	Vornado San Jose LLC	Delaware	401
402	Vornado Savanna LLC	Delaware	402
403	Vornado Savanna SM LLC	Delaware	403
404	Vornado SB 9 L.P.	Delaware	404
405	Vornado SB LLC	Delaware	405
406	Vornado SC Properties II LLC	Delaware	406
407	Vornado SC Properties LLC	Delaware	407
408	Vornado Shenandoah Holdings II LLC	Delaware	408
409	Vornado Sign LLC	Delaware	409
410	Vornado Springfield Mall LLC	Delaware	410

411	Vornado Square Mile LLC	Delaware	411
412	Vornado Suffolk LLC	Delaware	412
413	Vornado Sun LLC	Delaware	413
414	Vornado Title L.L.C.	Delaware	414
415	Vornado Toys Bridge LLC	Delaware	415
416	Vornado Truck LLC	Delaware	416
417	Vornado TSQ LLC	Delaware	417
418	Vornado Two Penn Plaza L.L.C.	Delaware	418
419	Vornado Two Penn Property L.L.C.	Delaware	419
420	Vornado Westbury Retail II LLC	Delaware	420
421	Vornado Westbury Retail LLC	Delaware	421
422	VRT Development Rights LLC	New York	422
423	VSPS LLC	Delaware	423
424	Washington Design Center L.L.C.	Delaware	424
425	Washington Design Center Subsidiary L.L.C.	Delaware	425
426	Washington Mart SPE LLC	Delaware	426
427	Washington Office Center L.L.C.	Delaware	427
428	WDC 666 Fifth Retail TIC Owner LLC	Delaware	428
429	Wells Kinzie L.L.C.	Delaware	429
430	West 57th Street Holding LLC	Delaware	430
431	West 57th Street JV LLC	Delaware	431
432	West 57th Street Management LLC	Delaware	432
433	WOC 666 Fifth Retail TIC Owner LLC	Delaware	433
434	WREC San Pasqual LLC	Delaware	434
435	York VF L.L.C.	Pennsylvania	435
436			436
437			437
438			438
439			439
440			440
441			441
442			442
443			443
444			444
445			445
446			446
447			447
448			448
449			449
450			450
451			451
452			452
453			453
454			454
455			455
456			456
457			457
458			458
459			459

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of our reports dated February 11, 2019, relating to the financial statements of Vornado Realty Trust and subsidiaries, and the effectiveness of Vornado Realty Trust and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Vornado Realty Trust and Vornado Realty L.P. for the year ended December 31, 2018:

Amendment No.1 to Registration Statement No. 333-36080 on Form S-3

Registration Statement No. 333-64015 on Form S-3

Amendment No.1 to Registration Statement No. 333-50095 on Form S-3

Registration Statement No. 333-52573 on Form S-8

Registration Statement No. 333-76327 on Form S-3

Amendment No.1 to Registration Statement No. 333-89667 on Form S-3

Amendment No.1 to Registration Statement No. 333-102215 on Form S-3

Amendment No.1 to Registration Statement No. 333-102217 on Form S-3

Registration Statement No. 333-105838 on Form S-3

Registration Statement No. 333-107024 on Form S-3

Registration Statement No. 333-114146 on Form S-3

Registration Statement No. 333-121929 on Form S-3

Amendment No.1 to Registration Statement No. 333-120384 on Form S-3

Registration Statement No. 333-126963 on Form S-3

Registration Statement No. 333-139646 on Form S-3

Registration Statement No. 333-141162 on Form S-3

Registration Statement No. 333-150592 on Form S-3

Registration Statement No. 333-166856 on Form S-3

Registration Statement No. 333-172880 on Form S-8

Registration Statement No. 333-191865 on Form S-4

and in the following joint registration statements of Vornado Realty Trust and Vornado Realty L.P.:

Registration Statement No. 333-203294 on Form S-3

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 11, 2019

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement No. 333-203294 on Form S-3 of our reports dated February 11, 2019, relating to the financial statements of Vornado Realty L.P., and subsidiaries, and the effectiveness of Vornado Realty L. P. and subsidiaries' internal control over financial reporting, appearing in the Annual Report on Form 10-K of Vornado Realty L.P. and subsidiaries and Vornado Realty Trust for the year ended December 31, 2018.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

February 11, 2019

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Steven Roth, certify that:

1. I have reviewed this Annual Report on Form 10-K of Vornado Realty Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 11, 2019

/s/ Steven Roth

Steven Roth

Chairman of the Board and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Joseph Macnow, certify that:

1. I have reviewed this Annual Report on Form 10-K of Vornado Realty Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 11, 2019

/s/ Joseph Macnow

Joseph Macnow

Executive Vice President – Chief Financial Officer and

Chief Administrative Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATION

I, Steven Roth, certify that:

1. I have reviewed this Annual Report on Form 10-K of Vornado Realty L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 11, 2019

/s/ Steven Roth

Steven Roth

Chairman of the Board and Chief Executive Officer

of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.

EX-31.4

EXHIBIT 31.4

CERTIFICATION

I, Joseph Macnow, certify that:

1. I have reviewed this Annual Report on Form 10-K of Vornado Realty L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 11, 2019

/s/ Joseph Macnow

Joseph Macnow

Executive Vice President – Chief Financial Officer and
Chief Administrative Officer of Vornado Realty Trust,
sole General Partner of Vornado Realty L.P.

EX-32.1

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty Trust (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 11, 2019		/s/ Steven Roth
	Name:	Steven Roth
	Title:	Chairman of the Board and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty Trust (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 11, 2019		/s/ Joseph Macnow
	Name:	Joseph Macnow
	Title:	Executive Vice President – Chief Financial Officer and Chief Administrative Officer

EX-32.3

EXHIBIT 32.3

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2018(the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 11, 2019		/s/ Steven Roth
	Name:	Steven Roth
	Title:	Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.

EX-32.4

EXHIBIT 32.4

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2018(the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 11, 2019		/s/ Joseph Macnow
	Name:	Joseph Macnow
	Title:	Executive Vice President – Chief Financial Officer and Chief Administrative Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Jun. 30, 2018
Document and Entity Information
Entity Registrant Name	VORNADO REALTY TRUST
Entity Central Index Key	0000899689
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	190,535,499
Entity Public Float		$ 12,877,203,000
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Trading Symbol	vno
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Vornado Realty L.P.
Document and Entity Information
Entity Registrant Name	VORNADO REALTY LP
Entity Central Index Key	0001040765
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	190,535,499
Entity Public Float		$ 707,001,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Real estate, at cost:
Land	$ 3,306,280	$ 3,143,648
Buildings and improvements	10,110,992	9,898,605
Development costs and construction in progress	2,266,491	1,615,101
Leasehold improvements and equipment	108,427	98,941
Total	16,237,883	14,756,295
Less accumulated depreciation and amortization	(3,180,175)	(2,885,283)
Real estate, net	13,057,708	11,871,012
Cash and cash equivalents	570,916	1,817,655
Restricted cash	145,989	97,157
Marketable securities	152,198	182,752
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 and $5,526	73,322	58,700
Investments in partially owned entities	858,113	1,056,829
Real estate fund investments	318,758	354,804
220 Central Park South condominium units ready for sale	99,627	0
Receivable arising from the straight-lining of rents, net of allowance of $1,644 and $954	935,131	926,711
Deferred leasing costs, net of accumulated amortization of $207,529 and $191,827	400,313	403,492
Identified intangible assets, net of accumulated amortization of $172,114 and $150,837	136,781	159,260
Other assets	431,938	469,562
Assets	17,180,794	17,397,934
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	8,167,798	8,137,139
Senior unsecured notes, net	844,002	843,614
Unsecured term loan, net	744,821	748,734
Unsecured revolving credit facilities	80,000	0
Moynihan Train Hall obligation	445,693	0
Accounts payable and accrued expenses	430,976	415,794
Deferred revenue	167,730	227,069
Deferred compensation plan	96,523	109,177
Preferred shares/units to be redeemed on January 4 and 11, 2018	0	455,514
Other liabilities	311,806	468,255
Total liabilities	11,289,349	11,405,296
Commitments and contingencies
Redeemable noncontrolling interests / partnership units:
Class A units - 12,544,477 and 12,528,899 units outstanding	778,134	979,509
Series D cumulative redeemable preferred units - 177,101 units outstanding	5,428	5,428
Total redeemable noncontrolling interests	783,562	984,937
Vornado's shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,798,580 and 36,799,573 shares	891,294	891,988
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,535,499 and 189,983,858 shares	7,600	7,577
Additional capital	7,725,857	7,492,658
Earnings less than distributions	(4,167,184)	(4,183,253)
Accumulated other comprehensive income	7,664	128,682
Total Vornado and Vornado Realty L.P. shareholders' equity	4,465,231	4,337,652
Noncontrolling interests in consolidated subsidiaries	642,652	670,049
Total equity	5,107,883	5,007,701
Total liabilities, redeemable noncontrolling interests / partnership units and equity	17,180,794	17,397,934
Vornado Realty L.P.
Real estate, at cost:
Land	3,306,280	3,143,648
Buildings and improvements	10,110,992	9,898,605
Development costs and construction in progress	2,266,491	1,615,101
Leasehold improvements and equipment	108,427	98,941
Total	16,237,883	14,756,295
Less accumulated depreciation and amortization	(3,180,175)	(2,885,283)
Real estate, net	13,057,708	11,871,012
Cash and cash equivalents	570,916	1,817,655
Restricted cash	145,989	97,157
Marketable securities	152,198	182,752
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 and $5,526	73,322	58,700
Investments in partially owned entities	858,113	1,056,829
Real estate fund investments	318,758	354,804
220 Central Park South condominium units ready for sale	99,627	0
Receivable arising from the straight-lining of rents, net of allowance of $1,644 and $954	935,131	926,711
Deferred leasing costs, net of accumulated amortization of $207,529 and $191,827	400,313	403,492
Identified intangible assets, net of accumulated amortization of $172,114 and $150,837	136,781	159,260
Other assets	431,938	469,562
Assets	17,180,794	17,397,934
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	8,167,798	8,137,139
Senior unsecured notes, net	844,002	843,614
Unsecured term loan, net	744,821	748,734
Unsecured revolving credit facilities	80,000	0
Moynihan Train Hall obligation	445,693	0
Accounts payable and accrued expenses	430,976	415,794
Deferred revenue	167,730	227,069
Deferred compensation plan	96,523	109,177
Preferred shares/units to be redeemed on January 4 and 11, 2018	0	455,514
Other liabilities	311,806	468,255
Total liabilities	11,289,349	11,405,296
Commitments and contingencies
Redeemable noncontrolling interests / partnership units:
Class A units - 12,544,477 and 12,528,899 units outstanding	778,134	979,509
Series D cumulative redeemable preferred units - 177,101 units outstanding	5,428	5,428
Total redeemable noncontrolling interests	783,562	984,937
Vornado's shareholders' equity:
Partners' capital	8,624,751	8,392,223
Earnings less than distributions	(4,167,184)	(4,183,253)
Accumulated other comprehensive income	7,664	128,682
Total Vornado and Vornado Realty L.P. shareholders' equity	4,465,231	4,337,652
Noncontrolling interests in consolidated subsidiaries	642,652	670,049
Total equity	5,107,883	5,007,701
Total liabilities, redeemable noncontrolling interests / partnership units and equity	17,180,794	17,397,934
Moynihan Train Hall
Real estate, at cost:
Development costs and construction in progress	445,693	0
Moynihan Train Hall | Vornado Realty L.P.
Real estate, at cost:
Development costs and construction in progress	$ 445,693	$ 0

XML

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
ASSETS
Tenant and other receivables, allowance for doubtful accounts (in US dollars)	$ 4,154	$ 5,526
Receivable arising from the straight-lining of rents, allowance (in US dollars)	1,644	954
Deferred leasing costs, accumulated amortization (in US dollars)	207,529	191,827
Identified intangible assets, accumulated amortization (in US dollars)	$ 172,114	$ 150,837
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Preferred Stock, Par Value Per Share	$ 0	$ 0
Preferred shares of beneficial interest: authorized shares	110,000,000	110,000,000
Preferred shares of beneficial interest: issued shares	36,798,580	36,799,573
Preferred shares of beneficial interest: outstanding shares	36,798,580	36,799,573
Common shares of beneficial interest: par value per share (in dollars per share)	$ 0.04	$ 0.04
Common shares of beneficial interest: authorized shares	250,000,000	250,000,000
Common shares of beneficial interest: issued shares	190,535,499	189,983,858
Common shares of beneficial interest: outstanding shares	190,535,499	189,983,858
Vornado Realty L.P.
ASSETS
Tenant and other receivables, allowance for doubtful accounts (in US dollars)	$ 4,154	$ 5,526
Receivable arising from the straight-lining of rents, allowance (in US dollars)	1,644	954
Deferred leasing costs, accumulated amortization (in US dollars)	207,529	191,827
Identified intangible assets, accumulated amortization (in US dollars)	$ 172,114	$ 150,837
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Outstanding Partnership Units held by Third Parties	12,544,477
Class A
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Outstanding Partnership Units held by Third Parties	12,544,477	12,528,899
Class A | Vornado Realty L.P.
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Outstanding Partnership Units held by Third Parties	12,544,477	12,528,899
Common shares of beneficial interest: outstanding shares	190,535,499
Series D Cumulative Redeemable Preferred Unit
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Outstanding Partnership Units held by Third Parties	177,101	177,101
Series D Cumulative Redeemable Preferred Unit | Vornado Realty L.P.
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Outstanding Partnership Units held by Third Parties	177,101	177,101

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
REVENUES:
Property rentals	$ 1,760,205	$ 1,714,952	$ 1,662,093
Tenant expense reimbursements	247,128	233,424	221,563
Fee and other income	156,387	135,750	120,086
Total revenues	2,163,720	2,084,126	2,003,742
EXPENSES:
Operating	963,478	886,596	844,566
Depreciation and amortization	446,570	429,389	421,023
General and administrative	141,871	150,782	143,643
(Benefit) expense from deferred compensation plan liability	(2,480)	6,932	5,213
Transaction related costs, impairment loss and other	31,320	1,776	9,451
Total expenses	1,580,759	1,475,475	1,423,896
Operating income	582,961	608,651	579,846
Income from partially owned entities	9,149	15,200	168,948
(Loss) income from real estate fund investments	(89,231)	3,240	(23,602)
Interest and other investment income, net	17,057	30,861	24,335
(Loss) income from deferred compensation plan assets	(2,480)	6,932	5,213
Interest and debt expense	(347,949)	(345,654)	(330,240)
Purchase price fair value adjustment	44,060	0	0
Net gains on disposition of wholly owned and partially owned assets	246,031	501	160,433
Income before income taxes	459,598	319,731	584,933
Income tax expense	(37,633)	(42,375)	(7,923)
Income from continuing operations	421,965	277,356	577,010
Income (loss) from discontinued operations	638	(13,228)	404,912
Net income	422,603	264,128	981,922
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	53,023	(25,802)	(21,351)
Operating Partnership	(25,672)	(10,910)	(53,654)
Net income attributable to Vornado / Vornado Realty L.P.	449,954	227,416	906,917
Preferred share dividends / unit distributions	(50,636)	(65,399)	(75,903)
Preferred share / unit issuance cost	(14,486)	0	(7,408)
NET INCOME attributable to common shareholders / Class A unitholders	$ 384,832	$ 162,017	$ 823,606
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net (in dollars per share)	$ 2.02	$ 0.92	$ 2.35
Income (loss) from discontinued operations, net (in dollars per share)	0.00	(0.07)	2.01
Net income per common share (in dollars per share)	$ 2.02	$ 0.85	$ 4.36
Weighted average shares outstanding	190,219	189,526	188,837
INCOME PER COMMON SHARE – DILUTED:
Income from continuing operations, net (in dollars per share)	$ 2.01	$ 0.91	$ 2.34
Income (loss) from discontinued operations, net (in dollars per share)	0.00	(0.06)	2.00
Net income per common share (in dollars per share)	$ 2.01	$ 0.85	$ 4.34
Weighted average shares outstanding	191,290	191,258	190,173
Vornado Realty L.P.
REVENUES:
Property rentals	$ 1,760,205	$ 1,714,952	$ 1,662,093
Tenant expense reimbursements	247,128	233,424	221,563
Fee and other income	156,387	135,750	120,086
Total revenues	2,163,720	2,084,126	2,003,742
EXPENSES:
Operating	963,478	886,596	844,566
Depreciation and amortization	446,570	429,389	421,023
General and administrative	141,871	150,782	143,643
(Benefit) expense from deferred compensation plan liability	(2,480)	6,932	5,213
Transaction related costs, impairment loss and other	31,320	1,776	9,451
Total expenses	1,580,759	1,475,475	1,423,896
Operating income	582,961	608,651	579,846
Income from partially owned entities	9,149	15,200	168,948
(Loss) income from real estate fund investments	(89,231)	3,240	(23,602)
Interest and other investment income, net	17,057	30,861	24,335
(Loss) income from deferred compensation plan assets	(2,480)	6,932	5,213
Interest and debt expense	(347,949)	(345,654)	(330,240)
Purchase price fair value adjustment	44,060	0	0
Net gains on disposition of wholly owned and partially owned assets	246,031	501	160,433
Income before income taxes	459,598	319,731	584,933
Income tax expense	(37,633)	(42,375)	(7,923)
Income from continuing operations	421,965	277,356	577,010
Income (loss) from discontinued operations	638	(13,228)	404,912
Net income	422,603	264,128	981,922
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	53,023	(25,802)	(21,351)
Operating Partnership	(25,672)	(10,910)	(53,654)
Net income attributable to Vornado / Vornado Realty L.P.	475,626	238,326	960,571
Preferred share dividends / unit distributions	(50,830)	(65,593)	(76,097)
Preferred share / unit issuance cost	(14,486)	0	(7,408)
NET INCOME attributable to common shareholders / Class A unitholders	$ 410,310	$ 172,733	$ 877,066
INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net (in dollars per share)	$ 2.01	$ 0.91	$ 2.34
Income (loss) from discontinued operations, net (in dollars per share)	0.01	(0.07)	2.02
Net income per Class A unit (in dollars per share)	$ 2.02	$ 0.84	$ 4.36
Weighted average units outstanding	202,068	201,214	200,350
INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net (in dollars per share)	$ 2.00	$ 0.90	$ 2.32
Income (loss) from discontinued operations, net (in dollars per share)	0.00	(0.07)	2.00
Net income per Class A unit (in dollars per share)	$ 2.00	$ 0.83	$ 4.32
Weighted average units outstanding	203,412	203,300	202,017

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Net income	$ 422,603	$ 264,128	$ 981,922
Other comprehensive income (loss):
(Reduction) increase in value of interest rate swaps and other	(14,635)	15,477	27,432
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries	1,155	1,425	(2,739)
(Reduction) increase in unrealized net gain on available-for-sale securities	0	(20,951)	52,057
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary	0	14,402	0
Comprehensive income	409,123	274,481	1,058,672
Less comprehensive (loss) income attributable to noncontrolling interests / consolidated subsidiaries	28,187	(37,356)	(79,704)
Comprehensive income attributable to Vornado / Vornado Realty L.P.	437,310	237,125	978,968
Vornado Realty L.P.
Net income	422,603	264,128	981,922
Other comprehensive income (loss):
(Reduction) increase in value of interest rate swaps and other	(14,635)	15,477	27,432
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries	1,155	1,425	(2,739)
(Reduction) increase in unrealized net gain on available-for-sale securities	0	(20,951)	52,057
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary	0	14,402	0
Comprehensive income	409,123	274,481	1,058,672
Less comprehensive (loss) income attributable to noncontrolling interests / consolidated subsidiaries	53,023	(25,802)	(21,351)
Comprehensive income attributable to Vornado / Vornado Realty L.P.	$ 462,146	$ 248,679	$ 1,037,321

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Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Redeemable Preferred Unit	Series J	JBGS	Real estate fund investments	Other	Preferred Shares / Units	Preferred Shares / Units Cumulative Redeemable Preferred Unit	Preferred Shares / Units Series J	Common Shares	Additional Capital	Earnings Less Than Distributions	Earnings Less Than Distributions Series J	Earnings Less Than Distributions JBGS	Accumulated Other Comprehensive Income (Loss)	Non- controlling Interests in Consolidated Subsidiaries	Non- controlling Interests in Consolidated Subsidiaries Real estate fund investments	Non- controlling Interests in Consolidated Subsidiaries Other	Vornado Realty L.P.	Vornado Realty L.P. Cumulative Redeemable Preferred Unit	Vornado Realty L.P. Series J	Vornado Realty L.P. JBGS	Vornado Realty L.P. Real estate fund investments	Vornado Realty L.P. Other	Vornado Realty L.P. Preferred Shares / Units	Vornado Realty L.P. Preferred Shares / Units Cumulative Redeemable Preferred Unit	Vornado Realty L.P. Preferred Shares / Units Series J	Vornado Realty L.P. Class A Units Owned by Vornado	Vornado Realty L.P. Additional Capital Series J	Vornado Realty L.P. Earnings Less Than Distributions	Vornado Realty L.P. Earnings Less Than Distributions JBGS	Vornado Realty L.P. Accumulated Other Comprehensive Income (Loss)	Vornado Realty L.P. Non- controlling Interests in Consolidated Subsidiaries	Vornado Realty L.P. Non- controlling Interests in Consolidated Subsidiaries Real estate fund investments	Vornado Realty L.P. Non- controlling Interests in Consolidated Subsidiaries Other
Beginning balance, Shares at Dec. 31, 2015							52,677			188,577															52,677			188,577
Beginning balance, Value at Dec. 31, 2015	$ 7,476,078						$ 1,276,954			$ 7,521	$ 7,132,979	$ (1,766,780)			$ 46,921	$ 778,483			$ 7,476,078						$ 1,276,954			$ 7,140,500		$ (1,766,780)		$ 46,921	$ 778,483
Net income attributable to Vornado / Vornado Realty L.P.	906,917											906,917							960,571											960,571
Net income attributable to redeemable partnership units	(53,654)																		(53,654)											(53,654)
Net (loss) income attributable to noncontrolling interests in consolidated subsidiaries	21,351				$ (2,560)											21,351			21,351														21,351
Dividends on common shares	(475,961)											(475,961)
Distributions to Vornado																			(475,961)											(475,961)
Dividends on preferred shares / Distributions to preferred unitholders	(75,903)											(75,903)							(75,903)											(75,903)
Redemption of preferred shares, Shares / Units									(9,850)																		(9,850)
Redemption of preferred shares, Value			$ (246,250)						$ (238,842)				$ (7,408)								$ (246,250)						$ (238,842)		$ (7,408)
Common shares issued:
Upon redemption of Class A units, at redemption value, Shares										376																		376
Upon redemption of Class A units, at redemption value, Value	36,510									$ 15	36,495								36,510									$ 36,510
Under Vornado's employees' share option plan, Shares										123																		123
Under Vornado's employees' share option plan, Value	6,825									$ 5	6,820								6,825									$ 6,825		0
Under dividend reinvestment plan, Shares										16																		16
Under dividend reinvestment plan, Value	1,444									$ 1	1,443								1,444									$ 1,444
Contributions
Contributions	19,749															19,749			19,749														19,749
Distributions:
Distributions					(62,444)	$ (36,804)											$ (62,444)	$ (36,804)					$ (62,444)	$ (36,804)										$ (62,444)	$ (36,804)
Conversion of Series A preferred shares to common shares / Conversion of Series A preferred units to Class A units							(2)			3															(2)			3
Conversion of Series A preferred shares to common shares / Conversion of Series A preferred units to Class A units, Value	0						$ (56)			$ 0	56														$ (56)			$ 56
Deferred compensation shares / units and options, Shares										7																		7
Deferred compensation shares / units and options, Value	1,602									$ 0	1,788	(186)							1,602									$ 1,788		(186)
(Reduction) increase in unrealized net gain on available-for-sale securities	52,057														52,057				52,057													52,057
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries	(2,739)														(2,739)				(2,739)													(2,739)
Increase/(reduction) in value of interest rate swaps	27,434														27,434				27,434													27,434
Adjustments to carry redeemable Class A units at redemption value	(26,251)										(26,251)								(26,251)									$ (26,251)
Redeemable noncontrolling interests' share of above adjustments	(4,699)														(4,699)				(4,699)													(4,699)
Other, Shares										(1)															0			(1)
Other	(420)						$ (1)			$ 0	2	(61)			(2)	(358)			(420)						$ (1)			$ 2		(61)		(2)	(358)
Ending balance, Shares at Dec. 31, 2016							42,825			189,101															42,825			189,101
Ending balance, Value at Dec. 31, 2016	7,618,496						$ 1,038,055			$ 7,542	7,153,332	(1,419,382)			118,972	719,977			7,618,496						$ 1,038,055			$ 7,160,874		(1,419,382)		118,972	719,977
Net income attributable to Vornado / Vornado Realty L.P.	227,416											227,416							238,326											238,326
Net income attributable to redeemable partnership units	(10,910)																		(10,910)											(10,910)
Net (loss) income attributable to noncontrolling interests in consolidated subsidiaries	25,802				14,044											25,802			25,802														25,802
Dividends on common shares	(496,490)											(496,490)
Distributions to Vornado																			(496,490)											(496,490)
Dividends on preferred shares / Distributions to preferred unitholders	(65,399)											(65,399)							(65,399)											(65,399)
Common shares issued:
Upon redemption of Class A units, at redemption value, Shares										403																		403
Upon redemption of Class A units, at redemption value, Value	38,747									$ 16	38,731								38,747									$ 38,747
Under Vornado's employees' share option plan, Shares										449																		449
Under Vornado's employees' share option plan, Value	28,253									$ 18	28,235	0							28,253									$ 28,253
Under dividend reinvestment plan, Shares										17																		17
Under dividend reinvestment plan, Value	1,459									$ 1	1,458								1,459									$ 1,459
Contributions
Contributions	1,044															1,044			1,044														1,044
Distributions:
Distributions	(33,229)			$ (2,428,345)	(73,850)	(2,618)								$ (2,428,345)			(73,850)	(2,618)				$ (2,428,345)	(73,850)	(2,618)							$ (2,428,345)			(73,850)	(2,618)
Conversion of Series A preferred shares to common shares / Conversion of Series A preferred units to Class A units							(5)			10															(5)			10
Conversion of Series A preferred shares to common shares / Conversion of Series A preferred units to Class A units, Value	0						$ (162)			$ 0	162								0						$ (162)			$ 162
Deferred compensation shares / units and options, Shares										0																		0
Deferred compensation shares / units and options, Value	1,828									$ 0	2,246	(418)							1,828									$ 2,246		(418)
(Reduction) increase in unrealized net gain on available-for-sale securities	(20,951)														(20,951)				(20,951)													(20,951)
Pro rata share of amounts reclassified related to a nonconsolidated subsidiary	14,402														14,402				14,402													14,402
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries	1,425														1,425				1,425													1,425
Increase/(reduction) in value of interest rate swaps	15,476														15,476				15,476													15,476
Adjustments to carry redeemable Class A units at redemption value	268,494										268,494								268,494									$ 268,494
Preferred shares issuance, Shares							12,780																		12,780
Preferred shares issuance, Value	309,609						$ 309,609												309,609						$ 309,609
Cumulative redeemable preferred shares called for redemption, units								(18,800)																		(18,800)
Cumulative redeemable preferred shares called for redemption		$ (455,514)						$ (455,514)												$ (455,514)						$ (455,514)
Redeemable noncontrolling interests' share of above adjustments	(642)														(642)				(642)													(642)
Other, Shares							0			4																		4
Other	(941)						$ 0				0	(635)			0	(306)			(941)											(635)			(306)
Ending balance, Shares at Dec. 31, 2017							36,800			189,984															36,800			189,984
Ending balance, Value at Dec. 31, 2017	5,007,701						$ 891,988			$ 7,577	7,492,658	(4,183,253)			128,682	670,049			5,007,701						$ 891,988			$ 7,500,235		(4,183,253)		128,682	670,049
Cumulative effect of accounting change (see Note 2)																			14,519											122,893		(108,374)
Net income attributable to Vornado / Vornado Realty L.P.	449,954											449,954							475,626											475,626
Net income attributable to redeemable partnership units	(25,672)																		(25,672)											(25,672)
Net (loss) income attributable to noncontrolling interests in consolidated subsidiaries	(53,023)				(61,230)											(53,023)			(53,023)														(53,023)
Dividends on common shares	(479,348)											(479,348)
Distributions to Vornado																			(479,348)											(479,348)
Dividends on preferred shares / Distributions to preferred unitholders	(50,636)											(50,636)							(50,636)											(50,636)
Common shares issued:
Upon redemption of Class A units, at redemption value, Shares										244																		244
Upon redemption of Class A units, at redemption value, Value	17,068									$ 10	17,058								17,068									$ 17,068
Under Vornado's employees' share option plan, Shares										279																		279
Under Vornado's employees' share option plan, Value	(6,266)									$ 12	5,907	(12,185)							(6,266)									$ 5,919		(12,185)
Under dividend reinvestment plan, Shares										20																		20
Under dividend reinvestment plan, Value	1,390									$ 1	1,389								1,390									$ 1,390
Contributions
Contributions	62,657															62,657			62,657														62,657
Distributions:
Distributions	(31,828)				$ (12,665)	$ (33,250)											$ (12,665)	$ (33,250)					$ (12,665)	$ (33,250)										$ (12,665)	$ (33,250)
Conversion of Series A preferred shares to common shares / Conversion of Series A preferred units to Class A units							0			2															0			2
Conversion of Series A preferred shares to common shares / Conversion of Series A preferred units to Class A units, Value	(1)						$ (31)			$ 0	30								(1)						$ (31)			$ 30
Deferred compensation shares / units and options, Shares										6																		6
Deferred compensation shares / units and options, Value	1,036									$ 0	1,157	(121)							1,036									$ 1,157		(121)
(Reduction) increase in unrealized net gain on available-for-sale securities	0																		0
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries	1,155														1,155				1,155													1,155
Increase/(reduction) in value of interest rate swaps	(14,634)														(14,634)				(14,634)													(14,634)
Unearned 2015 Out-Performance Plan awards acceleration	9,046										9,046								9,046									9,046
Adjustments to carry redeemable Class A units at redemption value	198,064										198,064								198,064									198,064
Preferred shares issuance, Shares							0
Preferred shares issuance, Value	(15,149)						$ (663)					(14,486)							(15,149)						$ (663)					(14,486)
Redeemable noncontrolling interests' share of above adjustments	836														836				836													836
Consolidation of the Farley joint venture	8,720															8,720			8,720														8,720
Other	709										548	(2)			(1)	164			709									$ 548		(2)		(1)	164
Ending balance, Shares at Dec. 31, 2018							36,800			190,535															36,800			190,535
Ending balance, Value at Dec. 31, 2018	5,107,883						$ 891,294			$ 7,600	$ 7,725,857	(4,167,184)			7,664	$ 642,652			$ 5,107,883						$ 891,294			$ 7,733,457		$ (4,167,184)		$ 7,664	$ 642,652
Cumulative effect of accounting change (see Note 2)	$ 14,519											$ 122,893			$ (108,374)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities:
Net income	$ 422,603	$ 264,128	$ 981,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	472,785	529,826	595,270
Net gains on disposition of wholly owned and partially owned assets	(246,031)	(501)	(175,735)
Net realized and unrealized losses on real estate fund investments	84,706	15,267	40,655
Distributions of income from partially owned entities	78,831	82,095	214,800
Purchase price fair value adjustment	(44,060)	0	0
Amortization of below-market leases, net	(38,573)	(46,790)	(53,202)
Decrease in fair value of marketable securities	26,453	0	0
Return of capital from real estate fund investments	20,290	91,606	71,888
Change in valuation of deferred tax assets and liabilities	12,835	34,800	0
Real estate impairment losses	12,000	0	161,165
Equity in net income of partially owned entities	(9,149)	(15,635)	(165,389)
Straight-lining of rents	(7,605)	(45,792)	(146,787)
Net gains on sale of real estate and other	0	(3,489)	(5,074)
Net gain on extinguishment of Skyline properties debt	0	0	(487,877)
Other non-cash adjustments	39,221	56,480	39,406
Changes in operating assets and liabilities:
Real estate fund investments	(68,950)	0	0
Tenant and other receivables, net	(14,532)	1,183	(4,271)
Prepaid assets	151,533	(12,292)	(7,893)
Other assets	(84,222)	(79,199)	(76,357)
Accounts payable and accrued expenses	5,869	3,760	13,278
Other liabilities	(11,363)	(15,305)	(719)
Net cash provided by operating activities	802,641	860,142	995,080
Cash Flows from Investing Activities:
Acquisitions of real estate and other	(574,812)	(30,607)	(91,103)
Development costs and construction in progress	(418,186)	(355,852)	(606,565)
Additions to real estate	(234,602)	(271,308)	(387,545)
Proceeds from sales of real estate and related investments	219,731	9,543	183,173
Proceeds from sale of condominium units at 220 Central Park South	214,776	0	0
Investments in loans receivable	(105,000)	0	(11,700)
Distributions of capital from partially owned entities	100,178	366,155	196,635
Moynihan Train Hall expenditures	(74,609)	0	0
Investments in partially owned entities	(37,131)	(40,537)	(127,608)
Proceeds from repayments of loans receivable	25,757	659	45
Proceeds from sale of marketable securities	4,101	0	3,937
Net consolidation of Farley Office and Retail Building	2,075	0	0
Proceeds from the repayment of JBG SMITH Properties loan receivable	0	115,630	0
Net deconsolidation of 7 West 34th Street	0	0	(48,000)
Purchases of marketable securities	0	0	(4,379)
Net cash used in investing activities	(877,722)	(206,317)	(893,110)
Cash Flows from Financing Activities:
Repayments of borrowings	(685,265)	(631,681)	(1,894,990)
Proceeds from borrowings	526,766	1,055,872	2,403,898
Dividends paid on common shares / Distributions to Vornado	(479,348)	(496,490)	(475,961)
Redemption of preferred shares / units	(470,000)	0	(246,250)
Distributions to noncontrolling interests / Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(76,149)	(109,697)	(130,590)
Moynihan Train Hall reimbursement from Empire State Development	74,609	0	0
Contributions from noncontrolling interests / noncontrolling interests in consolidated subsidiaries	61,062	1,044	11,950
Dividends paid on preferred shares / Distributions to preferred unitholders	(55,115)	(64,516)	(80,137)
Repurchase of shares (Class A units) related to stock compensation agreements and related tax withholdings and other	(12,969)	(418)	(186)
Debt issuance costs	(12,908)	(12,325)	(42,157)
Proceeds received from exercise of employee share options (Vornado stock options) and other	7,309	29,712	8,269
Debt prepayment and extinguishment costs	(818)	(3,217)	0
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)	0	(416,237)	0
Proceeds from issuance of preferred shares / units	0	309,609	0
Net cash used in financing activities	(1,122,826)	(338,344)	(446,154)
Net (decrease) increase in cash and cash equivalents and restricted cash	(1,197,907)	315,481	(344,184)
Cash and cash equivalents and restricted cash at beginning of period	1,914,812	1,599,331	1,943,515
Cash and cash equivalents and restricted cash at end of period	716,905	1,914,812	1,599,331
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	1,817,655	1,501,027	1,835,707
Restricted cash at beginning of period	97,157	95,032	99,943
Restricted cash included in discontinued operations at beginning of period	0	3,272	7,865
Cash and cash equivalents and restricted cash at beginning of period	1,914,812	1,599,331	1,943,515
Cash and cash equivalents at end of period	570,916	1,817,655	1,501,027
Restricted cash at end of period	145,989	97,157	95,032
Restricted cash included in discontinued operations at end of period	0	0	3,272
Cash and cash equivalents and restricted cash at end of period	716,905	1,914,812	1,599,331
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $67,402, $43,071 and $29,584	311,835	338,983	368,762
Cash payments for income taxes	62,225	6,727	9,716
Non-Cash Investing and Financing Activities:
Reclassification of condominium units from development costs and construction in progress to 220 Central Park South condominium units ready for sale	233,179	0	0
Adjustments to carry redeemable Class A units at redemption value	198,064	268,494	(26,251)
Accrued capital expenditures included in accounts payable and accrued expenses	88,115	102,976	120,564
Write-off of fully depreciated assets	(86,064)	(58,810)	(305,679)
Reclassification of Series G and Series I cumulative redeemable preferred shares / units to liabilities upon call for redemption	0	455,514	0
(Reduction) increase in unrealized net gain on available-for-sale securities	0	(20,951)	52,057
Non-cash distribution to JBG SMITH Properties:
Assets	0	3,432,738	0
Liabilities	0	(1,414,186)	0
Equity	0	(2,018,552)	0
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:
Real estate, net	0	0	(122,047)
Mortgage payable, net	0	0	(290,418)
JBGS
Cash Flows from Financing Activities:
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)		(275,000)
Non-Cash Investing and Financing Activities:
Loan receivable established upon the spin-off of JBG SMITH Properties	0	115,630	0
Vornado Realty L.P.
Cash Flows from Operating Activities:
Net income	422,603	264,128	981,922
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	472,785	529,826	595,270
Net gains on disposition of wholly owned and partially owned assets	(246,031)	(501)	(175,735)
Net realized and unrealized losses on real estate fund investments	84,706	15,267	40,655
Distributions of income from partially owned entities	78,831	82,095	214,800
Purchase price fair value adjustment	(44,060)	0	0
Amortization of below-market leases, net	(38,573)	(46,790)	(53,202)
Decrease in fair value of marketable securities	26,453	0	0
Return of capital from real estate fund investments	20,290	91,606	71,888
Change in valuation of deferred tax assets and liabilities	12,835	34,800	0
Real estate impairment losses	12,000	0	161,165
Equity in net income of partially owned entities	(9,149)	(15,635)	(165,389)
Straight-lining of rents	(7,605)	(45,792)	(146,787)
Net gains on sale of real estate and other	0	(3,489)	(5,074)
Net gain on extinguishment of Skyline properties debt	0	0	(487,877)
Other non-cash adjustments	39,221	56,480	39,406
Changes in operating assets and liabilities:
Real estate fund investments	(68,950)	0	0
Tenant and other receivables, net	(14,532)	1,183	(4,271)
Prepaid assets	151,533	(12,292)	(7,893)
Other assets	(84,222)	(79,199)	(76,357)
Accounts payable and accrued expenses	5,869	3,760	13,278
Other liabilities	(11,363)	(15,305)	(719)
Net cash provided by operating activities	802,641	860,142	995,080
Cash Flows from Investing Activities:
Acquisitions of real estate and other	(574,812)	(30,607)	(91,103)
Development costs and construction in progress	(418,186)	(355,852)	(606,565)
Additions to real estate	(234,602)	(271,308)	(387,545)
Proceeds from sales of real estate and related investments	219,731	9,543	183,173
Proceeds from sale of condominium units at 220 Central Park South	214,776	0	0
Investments in loans receivable	(105,000)	0	(11,700)
Distributions of capital from partially owned entities	100,178	366,155	196,635
Moynihan Train Hall expenditures	(74,609)	0	0
Investments in partially owned entities	(37,131)	(40,537)	(127,608)
Proceeds from repayments of loans receivable	25,757	659	45
Proceeds from sale of marketable securities	4,101	0	3,937
Net consolidation of Farley Office and Retail Building	2,075	0	0
Proceeds from the repayment of JBG SMITH Properties loan receivable	0	115,630	0
Net deconsolidation of 7 West 34th Street	0	0	(48,000)
Purchases of marketable securities	0	0	(4,379)
Net cash used in investing activities	(877,722)	(206,317)	(893,110)
Cash Flows from Financing Activities:
Repayments of borrowings	(685,265)	(631,681)	(1,894,990)
Proceeds from borrowings	526,766	1,055,872	2,403,898
Dividends paid on common shares / Distributions to Vornado	(479,348)	(496,490)	(475,961)
Redemption of preferred shares / units	(470,000)	0	(246,250)
Distributions to noncontrolling interests / Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(76,149)	(109,697)	(130,590)
Moynihan Train Hall reimbursement from Empire State Development	74,609	0	0
Contributions from noncontrolling interests / noncontrolling interests in consolidated subsidiaries	61,062	1,044	11,950
Dividends paid on preferred shares / Distributions to preferred unitholders	(55,115)	(64,516)	(80,137)
Repurchase of shares (Class A units) related to stock compensation agreements and related tax withholdings and other	(12,969)	(418)	(186)
Debt issuance costs	(12,908)	(12,325)	(42,157)
Proceeds received from exercise of employee share options (Vornado stock options) and other	7,309	29,712	8,269
Debt prepayment and extinguishment costs	(818)	(3,217)	0
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)	0	(416,237)	0
Proceeds from issuance of preferred shares / units	0	309,609	0
Net cash used in financing activities	(1,122,826)	(338,344)	(446,154)
Net (decrease) increase in cash and cash equivalents and restricted cash	(1,197,907)	315,481	(344,184)
Cash and cash equivalents and restricted cash at beginning of period	1,914,812	1,599,331	1,943,515
Cash and cash equivalents and restricted cash at end of period	716,905	1,914,812	1,599,331
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	1,817,655	1,501,027	1,835,707
Restricted cash at beginning of period	97,157	95,032	99,943
Restricted cash included in discontinued operations at beginning of period	0	3,272	7,865
Cash and cash equivalents and restricted cash at beginning of period	1,914,812	1,599,331	1,943,515
Cash and cash equivalents at end of period	570,916	1,817,655	1,501,027
Restricted cash at end of period	145,989	97,157	95,032
Restricted cash included in discontinued operations at end of period	0	0	3,272
Cash and cash equivalents and restricted cash at end of period	716,905	1,914,812	1,599,331
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $67,402, $43,071 and $29,584	311,835	338,983	368,762
Cash payments for income taxes	62,225	6,727	9,716
Non-Cash Investing and Financing Activities:
Reclassification of condominium units from development costs and construction in progress to 220 Central Park South condominium units ready for sale	233,179	0	0
Adjustments to carry redeemable Class A units at redemption value	198,064	268,494	(26,251)
Accrued capital expenditures included in accounts payable and accrued expenses	88,115	102,976	120,564
Write-off of fully depreciated assets	(86,064)	(58,810)	(305,679)
Reclassification of Series G and Series I cumulative redeemable preferred shares / units to liabilities upon call for redemption	0	455,514	0
(Reduction) increase in unrealized net gain on available-for-sale securities	0	(20,951)	52,057
Non-cash distribution to JBG SMITH Properties:
Assets	0	3,432,738	0
Liabilities	0	(1,414,186)	0
Equity	0	(2,018,552)	0
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:
Real estate, net	0	0	(122,047)
Mortgage payable, net	0	0	(290,418)
Vornado Realty L.P. | JBGS
Cash Flows from Financing Activities:
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)		(275,000)
Non-Cash Investing and Financing Activities:
Loan receivable established upon the spin-off of JBG SMITH Properties	0	115,630	0
Farley Office and Retail Building
Increase in assets and liabilities resulting from the consolidation of the Farley Office and Retail Building and Moynihan Train Hall:
Real estate, net	401,708	0	0
Mortgage payable, net	249,459	0	0
Farley Office and Retail Building | Vornado Realty L.P.
Increase in assets and liabilities resulting from the consolidation of the Farley Office and Retail Building and Moynihan Train Hall:
Real estate, net	401,708	0	0
Mortgage payable, net	249,459	0	0
Moynihan Train Hall
Increase in assets and liabilities resulting from the consolidation of the Farley Office and Retail Building and Moynihan Train Hall:
Real estate, net	346,926	0	0
Moynihan Train Hall obligation	346,926	0	0
Moynihan Train Hall | Vornado Realty L.P.
Increase in assets and liabilities resulting from the consolidation of the Farley Office and Retail Building and Moynihan Train Hall:
Real estate, net	346,926	0	0
Moynihan Train Hall obligation	346,926	0	0
Skyline Properties
Decrease in assets and liabilities resulting from the disposition of Skyline properties:
Real estate, net	0	0	(189,284)
Mortgage payable, net	0	0	(690,263)
Skyline Properties | Vornado Realty L.P.
Decrease in assets and liabilities resulting from the disposition of Skyline properties:
Real estate, net	0	0	(189,284)
Mortgage payable, net	$ 0	$ 0	$ (690,263)

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Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Capitalized interest	$ 67,402	$ 43,071	$ 29,584
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)	0	(416,237)	0
Vornado Realty L.P.
Capitalized interest	67,402	43,071	29,584
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)	$ 0	(416,237)	$ 0
JBGS
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)		(275,000)
JBGS | Vornado Realty L.P.
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)		$ (275,000)

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Organization and Business

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business

Organization and Business

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2018. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

We currently own all or portions of:

New York:

• 19.9 million square feet of Manhattan office in 36 properties;

• 2.6 million square feet of Manhattan street retail in 71 properties;

• 1,999 units in eleven residential properties;

• The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn District; and

• A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building.

Other Real Estate and Related Investments:

• The 3.7 million square foot theMART in Chicago;

• A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco’s financial district aggregating 1.8 million square feet, known as the Bank of America Center;

• A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the general partner and investment manager of the fund;

• Other real estate and other investments.

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Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Basis Of Presentation And Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Certain prior year balances have been reclassified in order to conform to the current period presentation. For the years ended December 31, 2017 and 2016, expense of $6,932,000 and $5,213,000, respectively, related to the mark-to-market of our deferred compensation plan liability was reclassified from "general and administrative" expenses to "expense from deferred compensation plan liability" and income of $6,932,000 and $5,213,000, respectively, related to the mark-to-market of our deferred compensation plan assets was reclassified from "interest and other investment income, net" to "income from deferred compensation plan assets" on our consolidated statements of income. In addition, for the years ended December 31, 2017 and 2016, expense of $1,285,000 and $694,000, respectively, related to New York City Unincorporated Business Tax was reclassified from "general and administrative" expenses to "income tax expense" on our consolidated statements of income. Assets and liabilities related to discontinued operations as of December 31, 2017 were reclassified to “other assets” and “other liabilities”, respectively, on our consolidated balance sheets.

Recently Issued Accounting Literature

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which was effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our financial statements (see Note 3 - Revenue Recognition).

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASCTopic 825, Financial Instruments. ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 was effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update effective January 1, 2018 using the modified retrospective approach. While the adoption of this update requires us to continue to measure “marketable securities” at fair value on each reporting date, the changes in fair value will be recognized in current period earnings as opposed to “other comprehensive income (loss).” As a result, on January 1, 2018 we recorded a decrease to beginning accumulated deficit of $111,225,000 to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. Subsequent changes in the fair value of our marketable securities will be recorded to “interest and other investment income, net” on our consolidated statements of income. For the year ended December 31, 2018, we recorded a decrease of $26,453,000 in the fair value of our marketable securities which is included in “interest and other investment income, net” on our consolidated statements of income.

2. Basis of Presentation and Significant Accounting Policies – continued

Recently Issued Accounting Literature - continued

In February 2016, the FASB issued an update (“ASU 2016-02”) establishing ASC Topic 842, Leases ("ASC 842"), as amended by subsequent ASUs on the topic, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a two-method approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize an expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by the lessor is largely unchanged from that applied under the existing lease standard. We adopted this standard effective January 1, 2019. We have completed our evaluation of the overall impact of the adoption of ASU 2016-02 on our consolidated financial statements and accounting policies. In transitioning to ASC 842, we elected to use the practical expedient package available to us and did not elect to use hindsight. We have a number of ground leases, which are classified as operating leases, for which we are required to record a right-of-use asset and a lease liability equal to the present value of the remaining minimum lease payments, and will continue to recognize expense on a straight-line basis for these leases. On January 1, 2019, we recorded an aggregate of approximately $527,000,000 of right-of-use assets and corresponding $527,000,000 of lease liabilities as a result of the adoption of this standard.

Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, we will no longer capitalize internal leasing costs and instead will expense these costs as incurred. During the years ended December 31, 2018, 2017 and 2016, we capitalized internal leasing costs of $5,538,000, $5,243,000, and $7,352,000 respectively, excluding the internal leasing costs of our former Washington, DC segment which was spun-off on July 17, 2017.

In February 2017, the FASB issued an update (“ASU 2017-05”) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets to ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 clarifies the scope of recently established guidance on nonfinancial asset derecognition, as well as the accounting for partial sales of nonfinancial assets. This update conforms the derecognition guidance on nonfinancial assets with the model for transactions in ASC 606. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update on January 1, 2018 using the modified retrospective approach applied to all contracts not yet completed. The adoption of this update did not have a material impact on our consolidated financial statements.

In May 2017, the FASB issued an update (“ASU 2017-09”) Scope of Modification Accounting to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. ASU 2017-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this update on January 1, 2018 did not have a material impact on our consolidated financial statements.

In August 2017, the FASB issued an update (“ASU 2017-12”) Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 requires subsequent changes in fair value of a hedging instrument that has been designated and qualifies as a cash flow hedge to be recognized as a component of “other comprehensive income (loss).” ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We early adopted ASU 2017-12 on January 1, 2018 using the modified retrospective approach. The adoption of this update did not have a material impact on our consolidated financial statements.

2. Basis of Presentation and Significant Accounting Policies – continued

In August 2018, the FASB issued an update (“ASU 2018-13”) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of the additional disclosures until the effective date. We are currently evaluating the impact of the adoption of this update on our consolidated financial statements and disclosures.

In October 2018, the FASB issued an update ("ASU 2018-16") Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to ASC 815. ASU 2018-16 expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. ASU 2018-16 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this update effective January 1, 2019. The adoption of this update did not have a material impact on our consolidated financial statements.

Significant Accounting Policies

Real Estate: Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Additions to real estate include interest and debt expense capitalized during construction of $73,166,000 and $48,231,000 for the years ended December 31, 2018 and 2017, respectively.

Upon the acquisition of real estate we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. We recognized impairment losses of $12,000,000 and $160,700,000 for the years ended December 31, 2018 and 2016, respectively. There were no impairment losses in the year ended December 31, 2017.

2. Basis of Presentation and Significant Accounting Policies – continued

Significant Accounting Policies - continued

Partially Owned Entities:We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary, or have a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Investments that do not qualify for consolidation or equity method accounting are accounted for under the cost method.

Investments in partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value below the carrying values and we conclude such decline is other-than-temporary. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. In the years ended December 31, 2017 and 2016, we recognized non-cash impairment losses on investments in partially owned entities aggregating $44,465,000 and $20,290,000, respectively. There were no non-cash impairment losses on investments in partially owned entities in the year ended December 31, 2018.

220 Central Park South Condominium Units Ready For Sale: We are constructing a residential condominium tower at 220 Central Park South ("220 CPS"). Condominium units are reclassed from development costs and construction in progress to 220 Central Park South condominium units ready for sale upon receipt of the unit's temporary certificate of occupancy. These units are substantially complete and ready for sale. Each unit is carried at the lower of its carrying amount or fair value less costs to sell. We have used the relative sales value method to allocate costs to individual condominium units. GAAP income is recognized when legal title transfers upon closing of the condominium unit sales. As of December 31, 2018, none of the 220 CPS condominium units ready for sale have a carrying value that exceeds fair value.

Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consists of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service (“CDARS”). 

Restricted Cash: Restricted cash consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.   

Allowance for Doubtful Accounts: We periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease agreements. We also maintain an allowance for receivables arising from the straight-lining of rents. These receivables arise from earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. As of December 31, 2018 and 2017, we had $4,154,000 and $5,526,000, respectively, in allowances for doubtful accounts. In addition, as of December 31, 2018 and 2017, we had $1,644,000 and $954,000, respectively, in allowances for receivables arising from the straight-lining of rents.

Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest expense. Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.

2. Basis of Presentation and Significant Accounting Policies – continued

Significant Accounting Policies - continued

Income Taxes: Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90%of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100%of its REIT taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 2018, were characterized, for federal income tax purposes, as 91.7% ordinary income and 8.3% long-term capital gain. Dividends distributed for the year ended December 31, 2017, were characterized, for federal income tax purposes, as ordinary income. Dividends distributed for the year ended December 31, 2016, were characterized, for federal income tax purposes, as 83.5% ordinary income and 16.5% long-term capital gain.

 We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result of the reduction of federal corporate income tax rates, we decreased the value of our taxable REIT subsidiaries' deferred tax assets which resulted in additional income tax expense of $34,800,000 in the year ended December 31, 2017.

At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax assets, net of valuation allowances, of $109,949,000 and $69,209,000, respectively, and are included in “other assets” on our consolidated balance sheets. At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax liabilities of $28,676,000 and $13,697,000, respectively, which are included in "other liabilities" on our consolidated balance sheets. The deferred tax assets and liabilities relate to net operating loss carryforwards and temporary differences between the book and tax basis of asset and liabilities. During 2018, we utilized $42,035,000 of deferred tax assets related to net operating loss carryforwards associated with our 220 CPS project.

For the years ended December 31, 2018, 2017 and 2016, we recognized $37,633,000, $42,375,000 and $7,923,000 of income tax expense, respectively, based on effective tax rates of approximately 8.2%, 13.3% and 1.4%, respectively. Income tax expense recorded in each of the years primarily relates to our consolidated taxable REIT subsidiaries, and certain state, local, and franchise taxes. The year ended December 31, 2018 included $16,771,000 of income tax expense relating to the purchase price fair value adjustment recorded upon our acquisition of an additional 44.9% ownership interest in Farley Office and Retail Building and $13,888,000 of income tax expense recognized on the sale of 220 Central Park South condominium units. Income tax expense for the year ended December 31, 2017 included $34,800,000 of additional tax expense resulting from the reduction in the federal corporate tax rate, as discussed above. The Company has no uncertain tax positions recognized as of December 31, 2018 and 2017.

The Operating Partnership’s partners are required to report their respective share of taxable income on their individual tax returns.

The following table reconciles net income attributable to Vornado common shareholders to estimated taxable income for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net income attributable to Vornado common shareholders	$	384,832		$	162,017		$	823,606
Book to tax differences (unaudited):
Depreciation and amortization	234,325			213,083			302,092
Tangible property regulations	(86,040		)	—			—
Sale of real estate and other capital transactions	31,527			11,991			(39,109		)
Vornado stock options	(22,992		)	(6,383		)	(3,593		)
Earnings of partially owned entities	15,711			(3,054		)	(149,094		)
Impairment losses	11,260			49,062			170,332
Straight-line rent adjustments	(7,133		)	(36,696		)	(137,941		)
Tax expense related to the reduction of our taxable REIT subsidiaries' deferred tax assets	—			32,663			—
Net gain on extinguishment of Skyline properties debt	—			—			(457,970		)
Other, net	18,956			25,057			9,121
Estimated taxable income (unaudited)	$	580,446		$	447,740		$	517,444

The net basis of Vornado’s assets and liabilities for tax reporting purposes is approximately $1.9 billion lower than the amounts reported in Vornado’s consolidated balance sheet at December 31, 2018.

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Revenue Recognition (Notes)

12 Months Ended

Dec. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

On January 1, 2018, we adopted ASC 606 which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires us to recognize for certain of our revenue sources the transfer of promised goods or services to customers in an amount that reflects the consideration we are entitled to in exchange for those goods or services. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our consolidated financial statements.

Our revenues primarily consist of property rentals, tenant expense reimbursements, and fee and other income. We operate in two reportable segments: New York and Other, with a significant portion of our revenues included in the “New York” segment. We have the following revenue sources and revenue recognition policies:

• Base rent is revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease.

• Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when rooms are occupied. Food and beverage and banquet revenue are recognized when the services have been transferred.

• Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows.

• Operating expense reimbursements is revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the common areas of our properties. Revenue is generally recognized in the same period as the related expenses are incurred.

• Tenant services is revenue arising from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred.

• Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities, and includes Building Maintenance Service (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred. Fee and other income also includes lease termination fee income which is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term.

3. Revenue Recognition - continued

Below is a summary of our revenues by segment. Base rent, operating expense reimbursements and lease terminations represent revenues from leases and are recognized in accordance with ASC Topic 840, Leases. Revenues from Hotel Pennsylvania, trade shows, tenant services, BMS cleaning fees, management and leasing fees and other income represent revenues recognized in accordance with ASC 606. Additional financial information related to these reportable segments for the years ended December 31, 2018, 2017 and 2016 is set forth in Note 25 - Segment Information.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total		New York		Other
Base rent	$	1,623,122	$	1,371,182	$	251,940
Hotel Pennsylvania	94,399		94,399		—
Trade shows	42,684		—		42,684
Property rentals	1,760,205		1,465,581		294,624
Operating expense reimbursements	193,207		177,044		16,163
Tenant services	53,921		41,351		12,570
Tenant expense reimbursements	247,128		218,395		28,733
BMS cleaning fees	120,357		129,088		(8,731		)	(1)
Management and leasing fees	13,324		12,203		1,121
Lease termination fees	2,144		858		1,286
Other income	20,562		9,911		10,651
Fee and other income	156,387		152,060		4,327
Total revenues	$	2,163,720	$	1,836,036	$	327,684

(Amounts in thousands)	For the Year Ended December 31, 2017
	Total		New York		Other
Base rent	$	1,583,443	$	1,347,270	$	236,173
Hotel Pennsylvania	89,302		89,302		—
Trade shows	42,207		—		42,207
Property rentals	1,714,952		1,436,572		278,380
Operating expense reimbursements	179,381		165,347		14,034
Tenant services	54,043		42,273		11,770
Tenant expense reimbursements	233,424		207,620		25,804
BMS cleaning fees	104,143		110,986		(6,843		)	(1)
Management and leasing fees	10,087		8,599		1,488
Lease termination fees	8,171		7,955		216
Other income	13,349		7,575		5,774
Fee and other income	135,750		135,115		635
Total revenues	$	2,084,126	$	1,779,307	$	304,819

____________________

See notes on the following page.

3. Revenue Recognition - continued

(Amounts in thousands)	For the Year Ended December 31, 2016
	Total		New York		Other
Base rent	$	1,538,605	$	1,313,611	$	224,994
Hotel Pennsylvania	80,785		80,785		—
Trade shows	42,703		—		42,703
Property rentals	1,662,093		1,394,396		267,697
Operating expense reimbursements	166,103		154,734		11,369
Tenant services	55,460		44,304		11,156
Tenant expense reimbursements	221,563		199,038		22,525
BMS cleaning fees	93,425		97,612		(4,187		)	(1)
Management and leasing fees	8,243		7,531		712
Lease termination fees	8,770		7,705		1,065
Other income	9,648		7,092		2,556
Fee and other income	120,086		119,940		146
Total revenues	$	2,003,742	$	1,713,374	$	290,368

____________________

(1) Represents the elimination of intercompany fees from the New York segment upon consolidation.

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Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Acquisitions

Acquisitions

537 West 26th Street

On February 9, 2018, we acquired 537 West 26th Street, a 14,000 square foot commercial property adjacent to our 260 Eleventh Avenue office property, and 55,000 square feet of additional zoning air rights for $44,000,000.

1535 Broadway

On July 30, 2012, we entered into a lease with Host Hotels & Resorts, Inc. (NYSE: HST) (“Host”), under which we redeveloped the retail and signage components of the Marriott Times Square Hotel. We accounted for this lease as a “capital lease” and recorded a $240,000,000 capital lease asset and liability. On September 21, 2018, we acquired the retail condominium from Host for $442,000,000 (inclusive of the $240,000,000 capital lease liability). The original lease transaction provided that we would become the 100% owner through a put/call arrangement, based on a pre-negotiated formula. This transaction satisfies the put/call arrangement. Our 100% fee interest includes 45,000 square feet of retail, the 1,611 seat Marquis Theater and the largest digital sign in New York with a 330 linear foot, 25,000 square foot display.

Farley Office and Retail Building and Moynihan Train Hall

In September 2016, our joint venture with the Related Companies (“Related”) was designated by Empire State Development (“ESD”), an entity of New York State, to develop the Farley Office and Retail Building (the "Project"). The Project will include a new Moynihan Train Hall and approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. On June 15, 2017, the joint venture closed a 99-year, triple-net lease with ESD for the commercial space at the Project and made a $230,000,000 upfront contribution towards the construction of the train hall. At that time, we accounted for our investment in the joint venture under the equity method of accounting. The lease calls for annual rent payments of $5,000,000 plus payments in lieu of real estate taxes. Simultaneously, the joint venture completed a $271,000,000 loan facility, of which $257,941,000 is outstanding at December 31, 2018. The interest-only loan is at LIBOR plus 3.25% (4.64% at December 31, 2018) and matures in June 2019 with twoone-year extension options.

On October 30, 2018, we increased our ownership interest in the joint venture to 95.0% from 50.1% by acquiring a 44.9% additional ownership interest from Related. The purchase price was $41,500,000 plus the reimbursement of $33,026,000 of costs funded by Related through October 30, 2018. We consolidate the accounts of the joint venture from the date of acquisition as it is a variable interest entity and we are deemed to be the primary beneficiary. In connection therewith, we recorded a net gain of $44,060,000, which is included in "purchase price fair value adjustment" on our consolidated statements of income. As a result of this gain, because we hold our investment in the joint venture through a taxable REIT subsidiary, $16,771,000 of income tax expense was recognized in our consolidated statements of income.

The joint venture has entered into a development agreement with ESD to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to ASC 840-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2018 of $445,693,000 are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.

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Real Estate Fund Investments

12 Months Ended

Dec. 31, 2018

Real Estate Fund Investments [Abstract]

Real Estate Fund Investments

Real Estate Fund Investments

We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.

We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.

On January 17, 2018, the Fund completed the sale of the retail condominium at 11 East 68th Street, a property located on Madison Avenue and 68th Street, for $82,000,000. From the inception of this investment through its disposition, the Fund realized a $46,259,000 net gain.

In March 2011, a joint venture (the “Joint Venture”) owned 64.7% by the Fund, 30.3% by Vornado and 5.0% by a third party, acquired One Park Avenue for $394,000,000. In connection with the acquisition, the Joint Venture paid $3,000,000 of New York City real property transfer tax (the “Transfer Tax”) and filed a Real Property Tax Return (“RPTR”) with the New York City Department of Finance (the “Department of Finance”). The RPTR was audited by the Department of Finance in 2014 and an increased Transfer Tax was assessed. The Joint Venture appealed the increased Transfer Tax assessment and the Joint Venture's appeal was upheld by a New York City Administrative Law Judge (“ALJ”) in January 2017. The Department of Finance appealed the ALJ's decision and on February 16, 2018 the New York City Tax Appeals Tribunal (the “Tax Tribunal”) reversed the ALJ's decision and assessed $9,491,000 of additional Transfer Tax and $6,764,000 of interest. As a result of the Tax Tribunal's decision, we recorded an expense of $15,608,000, before noncontrolling interests, during the first quarter of 2018, which was subsequently paid on April 5, 2018, in order to permit us to appeal the Tax Tribunal's decision and stop the accrual of interest, of which $10,630,000 is included in “loss (income) from real estate fund investments” and $4,978,000 is included in “income from partially owned entities” (see Note 7 - Investments in Partially Owned Entities) on our consolidated statements of income for the twelve months ended December 31, 2018. We are appealing the Tax Tribunal's decision. Our appeal of the Tax Tribunal's decision is scheduled to be heard by the appellate court in the first half of 2019.

On April 19, 2018, the joint venture between the Fund and the Crowne Plaza Joint Venture completed a $255,000,000 refinancing of the Crowne Plaza Times Square Hotel. The interest-only loan is at LIBOR plus 3.53% (6.00%at December 31, 2018) and matures in May 2020 with threeone-year extension options. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The Crowne Plaza Times Square Hotel was previously encumbered by a $310,000,000 interest-only mortgage at LIBOR plus 2.80%, which was scheduled to mature in December 2018.

As of December 31, 2018, we had four real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $318,758,000, or $6,806,000 below our cost, and had remaining unfunded commitments of $50,494,000, of which our share was $16,119,000. At December 31, 2017, we had five real estate fund investments with an aggregate fair value of $354,804,000.

5. Real Estate Fund Investments - continued

Below is a summary of (loss) income from the Fund and the Crowne Plaza Joint Venture for the years ended December 31, 2018, 2017 and 2016.    

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net investment income	$	6,105		$	18,507		$	17,053
Net unrealized loss on held investments	(83,794		)	(25,807		)	(41,162		)
Net realized (loss) gain on exited investments	(912		)	36,078			14,761
Previously recorded unrealized gain on exited investment	—			(25,538		)	(14,254		)
Transfer Tax	(10,630		)	—			—
(Loss) income from real estate fund investments	(89,231		)	3,240			(23,602		)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	61,230			(14,044		)	2,560
Loss from real estate fund investments attributable to the Operating Partnership (includes $4,252 of loss related to One Park Avenue potential additional transfer taxes and reduction in carried interest for the year ended December 31, 2018)	(28,001		)	(10,804		)	(21,042		)
Less loss attributable to noncontrolling interests in the Operating Partnership	1,732			673			1,270
Loss from real estate fund investments attributable to Vornado	$	(26,269	)	$	(10,131	)	$	(19,772	)

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Marketable Securities

12 Months Ended

Dec. 31, 2018

Marketable Securities [Abstract]

Marketable Securities

Marketable Securities

Our portfolio of marketable securities is comprised of equity securities that are presented on our consolidated balance sheets at fair value. On January 1, 2018, we adopted ASU 2016-01, which requires changes in the fair value of our marketable securities to be recorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in "accumulated other comprehensive income" on our consolidated balance sheets. As a result, on January 1, 2018 we recorded a decrease to beginning accumulated deficit of $111,225,000 to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. Subsequent changes in the fair value of our marketable securities are recorded to “interest and other investment income, net” on our consolidated statements of income.

We evaluate our portfolio of marketable securities for impairment each reporting period. For each of the securities in our portfolio with unrealized losses, we review the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline. In our evaluation, we consider our ability and intent to hold these investments for a reasonable period of time sufficient for us to recover our cost basis. We also evaluate the near-term prospects for each of these investments in relation to the severity and duration of the decline.  

The table below summarizes the changes of our marketable securities portfolio for the year ended December 31, 2018.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			Lexington Realty Trust			Other
Beginning balance	$	182,752		$	178,226		$	4,526
(Decrease) increase in fair value of marketable securities(1)	(26,453		)	(26,596		)	143
Sale of marketable securities	(4,101		)	—			(4,101		)
Ending balance	$	152,198		$	151,630		$	568

________________________________________

(1) Included in “interest and other investment income, net” on our consolidated statements of income (see Note 17 - Interest and Other Investment Income, Net).

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Investments in Partially Owned Entities

12 Months Ended

Dec. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Investments in Partially Owned Entities

Investments in Partially Owned Entities

Alexander’s

As of December 31, 2018, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. As of December 31, 2018 and 2017, Alexander’s owed us an aggregate of $708,000 and $2,490,000, respectively, pursuant to such agreements.

As of December 31, 2018 the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s, based on Alexander’s December 31, 2018 closing share price of $304.74, was $504,061,000, or $396,078,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2018, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $39,046,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.

Alexander's paid $3,971,000 of Transfer Tax upon the November 2012 sale of its Kings Plaza Regional Shopping Center located in Brooklyn, New York. Alexander's accrued $23,797,000 of potential additional Transfer Tax and related interest based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments for details) during the first quarter of 2018 which was subsequently paid on April 5, 2018 in order to preserve Alexander's rights to continue litigation and stop accrual of interest, of which our 32.4% share is $7,708,000 and is included in “income from partially owned entities” on our consolidated statements of income for the year ended December 31, 2018.

Management, Development, Leasing and Other Agreements

We receive an annual fee for managing Alexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $315,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. In addition, we are entitled to a development fee of 6% of development costs, as defined.

We provide Alexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander’s tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander’s assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, and 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.

Building Maintenance Services (“BMS”), our wholly-owned subsidiary, supervises (i) cleaning, engineering and security services at Alexander’s 731 Lexington Avenue property and (ii) security services at Alexander’s Rego Park I, Rego Park II properties and The Alexander apartment tower. During the years ended December 31, 2018, 2017 and 2016, we recognized $2,705,000, $2,678,000 and $2,583,000 of income, respectively, for these services.

7. Investments in Partially Owned Entities – continued

Urban Edge Properties (“UE”) (NYSE: UE)

As of December 31, 2018, we own 5,717,184 UE operating partnership units, representing a 4.5% ownership interest in UE. We account for our investment in UE under the equity method and record our share of UE’s net income or loss on a one-quarter lag basis. In 2018, 2017 and 2016, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, (ii) our affiliate, Alexander’s, Rego Park retail assets and (iii) Interstate Properties ("Interstate") retail assets. As of December 31, 2018, the fair value of our investment in UE, based on UE’s December 31, 2018 closing share price of $16.62, was $95,020,000, or $49,676,000 in excess of the carrying amount on our consolidated balance sheet.

Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)

As of December 31, 2018, we own 6,250,000 PREIT operating partnership units, representing a 7.9% interest in PREIT. We account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag basis.

As of December 31, 2018, the fair value of our investment in PREIT, based on PREIT’s December 31, 2018 closing share price of $5.94, was $37,125,000, or $22,366,000 below the carrying amount on our consolidated balance sheet. As of December 31, 2018, the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately $35,744,000. The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received over our share of the book value of PREIT’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of PREIT’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in PREIT’s net loss. The basis difference related to the land will be recognized upon disposition of our investment.

Independence Plaza

We have a 50.1% economic interest in a joint venture that owns Independence Plaza, a three-building 1,327 unit residential complex in the Tribeca submarket of Manhattan. The joint venture paid $1,730,000 of Transfer Tax upon its acquisition of the property in December 2012. The joint venture accrued $13,103,000 of potential additional Transfer Tax and related interest based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments for details) during the first quarter of 2018, which was subsequently paid on April 5, 2018, in order to preserve the joint venture's rights to continue litigation and stop accrual of interest. Because we consolidate the entity that incurred the potential additional Transfer Tax, $13,103,000 of expense is included in “transaction related costs, impairment loss and other” and $6,538,000 is allocated to “noncontrolling interests in consolidated subsidiaries” on our consolidated statements of income.

On June 11, 2018, the joint venture completed a $675,000,000 refinancing of Independence Plaza. The seven-year interest-only loan matures in July 2025 and has a fixed rate of 4.25%. Our share of net proceeds, after repayment of the existing 3.48%$550,000,000 mortgage and closing costs, was $55,618,000.

Toys "R" Us, Inc. ("Toys")

On September 18, 2017, Toys filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. In the second quarter of 2018, Toys ceased U.S. operations. On February 1, 2019, the plan of reorganization for Toys "R" Us, Inc., in which we owned a 32.5% interest, was declared effective, and our stock in Toys was canceled. At December 31, 2018 and 2017, we carried our Toys investment at zero. The canceling of our stock in Toys will result in approximately a $420,000,000 capital loss deduction for tax purposes in 2019 (which if not offset by capital gains will result in a capital loss carry over available for five years).

7. Investments in Partially Owned Entities – continued

666 Fifth Avenue Office Condominium

On August 3, 2018, we completed the sale of our 49.5% interests in the 666 Fifth Avenue Office Condominium. We received net proceeds of $120,000,000 and recognized a financial statement gain of $134,032,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. The gain for tax purposes was approximately $254,000,000. We continue to own all of the 666 Fifth Avenue Retail Condominium encompassing the Uniqlo, Tissot and Hollister stores with 125 linear feet of frontage on Fifth Avenue between 52nd and 53rd Street.

Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55,244,000 for the participation we held in the mortgage loan. We recognized a financial statement gain of $7,308,000, which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Below is a schedule summarizing our investments in partially owned entities.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	As of December 31,
		2018			2017
Investments:
Partially owned office buildings/land(1)	Various	$	499,005		$	504,393
Alexander’s	32.4%	107,983			126,400
PREIT	7.9%	59,491			66,572
UE	4.5%	45,344			46,152
Other investments(2)	Various	146,290			313,312
		$	858,113		$	1,056,829
330 Madison Avenue(3)	25.0%	$	(58,117	)	$	(53,999	)
7 West 34th Street(4)	53.0%	(51,579		)	(47,369		)
		$	(109,696	)	$	(101,368	)

________________________________________

(1) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 85 Tenth Avenue, 61 Ninth Avenue and others.

(2) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details).

(3) Our negative basis resulted from a refinancing distribution and is included in "other liabilities" on our consolidated balance sheets.

(4) Our negative basis results from a deferred gain from the sale of a 47.0% ownership interest in the property on May 27, 2016 and is included in "other liabilities" on our consolidated balance sheets.

7. Investments in Partially Owned Entities – continued

Below is a schedule of net income (loss) from partially owned entities.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	As of December 31,
		2018			2017			2016
Our share of net income (loss):
Alexander's (see page 127 for details):
Equity in net income(1)	32.4%	$	10,485		$	25,820		$	27,470
Management, leasing and development fees		4,560			6,033			6,770
		15,045			31,853			34,240
UE (see page 128 for details):
Equity in net income(2)	4.5%	4,227			26,658			5,003
Management fees		233			670			836
		4,460			27,328			5,839
Partially owned office buildings(3)	Various	(3,085		)	2,109			5,773
PREIT (see page 128 for details)(4)	7.9%	(3,015		)	(53,325		)	(5,213		)
Other investments(5)	Various	(4,256		)	7,235			128,309
		$	9,149		$	15,200		$	168,948

____________________

(1) 2018 includes (i) our $7,708 share of Alexander's potential additional Transfer Tax, (ii) our $3,882 share of expense related to the decrease in fair value of marketable securities held by Alexander’s, (iii) our $1,085 share of a non-cash straight-line rent write-off adjustment related to Sears Roebuck and Co. which filed for Chapter 11 bankruptcy relief and (iv) our $518 share of Alexander’s litigation expense due to a settlement. 

(2) 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances.

(3) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of potential additional Transfer Tax related to the March 2011 acquisition of One Park Avenue (see Note 5 - Real Estate Fund Investments).

(4) 2017 includes a $44,465 non-cash impairment loss.

(5) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2018, 2017 and 2016, we recognized net losses of $4,873, $25,414, and $41,532, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. In 2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55%$625,000 refinancing of the property and we received net proceeds of $191,779 in repayment of our existing loans and preferred equity investments. We recognized $160,843 of income and no tax gain as a result of this transaction.

7. Investments in Partially Owned Entities – continued

Below is a summary of the debt of our partially owned entities as of December 31, 2018 and 2017.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	Maturity	Interest Rate at December 31, 2018	100% Partially Owned Entities’ Debt at December 31,(1)
				2018		2017
Partially owned office buildings(2):
Mortgages payable	Various	2019-2026	4.18%	$	3,985,855	$	3,934,894
PREIT:
Mortgages payable	7.9%	2020-2025	3.81%	1,642,408		1,586,045
UE:
Mortgages payable	4.5%	2021-2034	4.09%	1,563,375		1,415,806
Alexander's:
Mortgages payable	32.4%	2021-2025	3.67%	1,170,544		1,252,440
Other(3):
Mortgages payable and other	Various	2019-2025	4.57%	1,358,706		8,601,383

________________________________________

(1) All amounts are non-recourse to us except the $300,000 mortgage loan on 7 West 34th Street which we guaranteed in connection with the sale of a 47.0% equity interest in May 2016.

(2) Includes 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.

(3) Includes Independence Plaza, Rosslyn Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street, Toys, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details).

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,682,865,000 and $5,288,276,000 as of December 31, 2018 and 2017, respectively.

Summary of Condensed Combined Financial Information

The following is a summary of condensed combined financial information for all of our partially owned entities, including Alexander’s, as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	Balance as of December 31,
	2018		2017
Balance Sheet:
Assets	$	13,258,000	$	24,812,000
Liabilities	10,456,000		22,739,000
Noncontrolling interests	139,000		140,000
Equity	2,663,000		1,933,000

(Amounts in thousands)	For the Year Ended December 31,
	2018		2017			2016
Income Statement:
Total revenue	$	1,798,000	$	12,991,000		$	13,600,000
Net loss	52,000		(542,000		)	(65,000		)

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220 Central Park South (Notes)

12 Months Ended

Dec. 31, 2018

Real Estate [Abstract]

220 Central Park South

220 Central Park South ("220 CPS")

We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost) is estimated to be approximately $1.4 billion, of which $1.2 billion has been expended as of December 31, 2018.

GAAP income from our 220 CPS project is recognized when legal title transfers upon closing of the condominium unit sales. During the fourth quarter of 2018, we completed the sale of 11 condominium units at 220 CPS for net proceeds aggregating $214,776,000and resulting in a financial statement net gain of$81,224,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $13,888,000 of income tax expense was recognized in our consolidated statements of income and $213,000,000 of the $950,000,000 220 CPS loan was repaid.

For income tax purposes, we recognize revenue associated with our 220 CPS project using the percentage of completion method. On May 25, 2018, the 220 CPS condominium offering plan was declared effective by the Attorney General of the State of New York. We paid $52,200,000 for estimated Federal, state and local income taxes due, which is included in "other assets" on our consolidated balance sheet as of December 31, 2018.

As of December 31, 2018, 83% of the condominium units are sold or under sales contracts, with closings scheduled through 2020.

XML

Dispositions

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

Dispositions

New York

On June 21, 2018 we completed the $45,000,000 sale of 27 Washington Square North, which resulted in a net gain of $23,559,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Discontinued Operations

Washington, DC

On June 20, 2017, we completed a $220,000,000 financing of The Bartlett residential building. The five-year interest-only loan is at LIBOR plus 1.70% and matures in June 2022. On July 17, 2017, the property, the loan and the $217,000,000 of net proceeds were transferred to JBG SMITH Properties ("JBGS") in connection with the tax-free spin-off of our Washington, DC segment.

On July 17, 2017, prior to completion of the tax-free spin-off of our Washington, DC segment, we repaid the $43,581,000 LIBOR plus 1.25% mortgage encumbering 1700 and 1730 M Street which was scheduled to mature in August 2017. The unencumbered property was then transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.

On July 17, 2017, we completed the spin-off of our Washington, DC segment comprised of (i) 37 office properties totaling over 11.1 million square feet, five multifamily properties with 3,133 units and five other assets totaling approximately 406,000 square feet and (ii) 18 future development assets totaling over 10.4 million square feet of estimated potential development density, and (iii) $412.5 million of cash ($275.0 million plus The Bartlett financing proceeds less transaction costs and other mortgage items) to JBGS. On July 18, 2017, JBGS was combined with the management business and certain Washington, DC assets of The JBG Companies (“JBG”), a Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, is the Chairman of the Board of Trustees of JBGS. Mitchell Schear, former President of our Washington, DC business, is a member of the Board of Trustees of JBGS. We are providing transition services to JBGS initially including information technology, financial reporting and payroll services. The spin-off was effected through a tax-free distribution by Vornado to the holders of Vornado common shares of all of the common shares of JBGS at the rate of one JBGS common share for every two common shares of Vornado and the distribution by the Operating Partnership to the holders of its common units of all of the outstanding common units of JBG SMITH Properties LP (“JBGSLP”) at the rate of one JBGSLP common unit for every two common units of VRLP held of record. See JBGS’ Amendment No. 3 on Form 10 (File No. 1-37994) filed with the Securities and Exchange Commission on June 9, 2017 for additional information. Beginning in the third quarter of 2017, the historical financial results of our Washington, DC segment are reflected in our consolidated financial statements as discontinued operations for all periods presented.

On March 15, 2016, we notified the servicer of the $678,000,000 non-recourse mortgage loan on the Skyline properties located in Fairfax, Virginia, that cash flow would be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan was transferred to the special servicer. Consequently, based on the shortened holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700,000 non-cash impairment loss in the first quarter of 2016. The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%. In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to the loan agreement, the loan was in default, and was subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. For the year ended December 31, 2016, we recognized $7,823,000 of default interest expense. On August 24, 2016, the Skyline properties were placed in receivership. On December 21, 2016, the disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline properties’ assets (approximately $236,535,000) and liabilities (approximately aggregating $724,412,000), were removed from our consolidated balance sheet which resulted in a net gain of $487,877,000. There was no taxable income related to this transaction.

9. Dispositions – continued

Discontinued Operations - continued

We have reclassified the revenues and expenses of our former Washington, DC segment, which was spun off on July 17, 2017, and other related retail assets that were sold to “income (loss) from discontinued operations” and the related assets and liabilities to “other assets” and “other liabilities” for all of the periods presented in the accompanying financial statements. The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2018 and 2017, and their combined results of operations and cash flows for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	Balance as of December 31,
	2018		2017
Assets related to discontinued operations (included in other assets)	$	113	$	1,357
Liabilities related to discontinued operations (included in other liabilities)	$	55	$	3,620

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Income (loss) from discontinued operations:
Total revenues	$	1,114		$	261,290		$	521,084
Total expenses	1,094			212,169			442,032
	20			49,121			79,052
Net gains on sale of real estate, a lease position and other	618			6,605			20,376
JBGS spin-off transaction costs	—			(68,662		)	(16,586		)
Income (loss) from partially-owned entities	—			435			(3,559		)
Net gain on early extinguishment of debt	—			—			487,877
Impairment losses	—			—			(161,165		)
Pretax income (loss) from discontinued operations	638			(12,501		)	405,995
Income tax expense	—			(727		)	(1,083		)
Income (loss) from discontinued operations	$	638		$	(13,228	)	$	404,912
Cash flows related to discontinued operations:
Cash flows from operating activities	$	(1,683	)	$	42,578		$	157,484
Cash flows from investing activities	—			(48,377		)	(216,125		)

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Identified Intangible Assets and Liabilities

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Identified Intangible Assets and Liabilities

Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases) as of December 31, 2018 and 2017.

(Amounts in thousands)	Balance as of December 31,
	2018			2017
Identified intangible assets:
Gross amount	$	308,895		$	310,097
Accumulated amortization	(172,114		)	(150,837		)
Total, net	$	136,781		$	159,260
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	503,373		$	530,497
Accumulated amortization	(341,779		)	(324,897		)
Total, net	$	161,594		$	205,600

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $38,573,000, $46,103,000 and $51,849,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	24,661
2020	23,591
2021	18,857
2022	15,746
2023	13,215

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $18,018,000, $25,057,000 and $28,897,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	13,726
2020	13,513
2021	11,974
2022	10,244
2023	10,157

We are a tenant under ground leases at certain properties. Amortization of these acquired below-market leases, net of above-market leases, resulted in an increase to rent expense (a component of operating expense) of $1,747,000 for each of the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	1,747
2020	1,747
2021	1,747
2022	1,747
2023	1,747

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Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

Debt

Secured Debt

On January 5, 2018, we completed a $100,000,000 refinancing of 33-00 Northern Boulevard (Center Building), a 471,000 square foot office building in Long Island City, New York. The seven-year loan is at LIBOR plus 1.80%, which was swapped to a fixed rate of 4.14%. We realized net proceeds of approximately $37,200,000 after repayment of the existing 4.43%$59,800,000 mortgage and closing costs.

On August 9, 2018, we completed a $120,000,000 refinancing of 4 Union Square South, a 206,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.40% (3.75% as of December 31, 2018) and matures in 2025, as extended. The property was previously encumbered by a $113,000,000 mortgage at LIBOR plus 2.15%, which was scheduled to mature in 2019.

On November 16, 2018, we completed a $205,000,000 refinancing of 150 West 34th Street, a 78,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.88% (4.26% as of December 31, 2018) and matures in 2024, as extended. Concurrently, we invested $105,000,000 in a participation in the refinanced mortgage loan, which earns interest at a rate of LIBOR plus 2.00% (4.38% as of December 31, 2018) and also matures in 2024, as extended, and is included in "other assets" on our consolidated balance sheets. The property was previously encumbered by a mortgage of the same amount at LIBOR plus 2.25%, which was scheduled to mature in 2020.

Unsecured Term Loan

On October 26, 2018, we extended our $750,000,000 unsecured term loan from October 2020 to February 2024. The interest rate on the extended unsecured term loan was lowered from LIBOR plus 1.15% to LIBOR plus 1.00% (3.52% as of December 31, 2018). In connection with the extension of our unsecured term loan, we entered into an interest rate swap from LIBOR plus 1.00% to a fixed rate of 3.87% through October 2023.

11. Debt – continued

The following is a summary of our debt:

(Amounts in thousands)	Weighted Average Interest Rate at December 31, 2018	Balance at December 31,
		2018			2017
Mortgages Payable:
Fixed rate	3.53%	$	5,003,465		$	5,461,706
Variable rate	4.33%	3,212,382			2,742,133
Total	3.84%	8,215,847			8,203,839
Deferred financing costs, net and other		(48,049		)	(66,700		)
Total, net		$	8,167,798		$	8,137,139
Unsecured Debt:
Senior unsecured notes	4.21%	$	850,000		$	850,000
Deferred financing costs, net and other		(5,998		)	(6,386		)
Senior unsecured notes, net		844,002			843,614
Unsecured term loan	3.87%	750,000			750,000
Deferred financing costs, net and other		(5,179		)	(1,266		)
Unsecured term loan, net		744,821			748,734
Unsecured revolving credit facilities	3.46%	80,000			—
Total, net		$	1,668,823		$	1,592,348

The net carrying amount of properties collateralizing the mortgages payable amounted to $9.1 billion at December 31, 2018. 

As of December 31, 2018, the principal repayments required for the next five yearsand thereafter are as follows:

(Amounts in thousands)	Mortgages Payable		Senior Unsecured Debt and Unsecured Resolving Credit Unsecured Facilities
Year Ended December 31,
2019	$	2,569,332	$	—
2020	2,192,567		—
2021	1,613,948		80,000
2022	950,000		400,000
2023	391,800		—
Thereafter	498,200		1,200,000

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Redeemable Noncontrolling Interests / Redeemable Partnership Units

12 Months Ended

Dec. 31, 2018

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests / Redeemable Partnership Units

Redeemable Noncontrolling Interests/Redeemable Partnership Units

Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. 

Below are the details of redeemable noncontrolling interests/redeemable partnership units as of December 31, 2018 and 2017.

(Amounts in thousands, except units and per unit amounts)	Balance as of December 31,				Units Outstanding at December 31,		Per Unit Liquidation Preference		Preferred or Annual Distribution Rate
Unit Series	2018		2017		2018	2017
Common:
Class A units held by third parties	$	778,134	$	979,509	12,544,477	12,528,899	n/a		$	2.52
Perpetual Preferred/Redeemable Preferred(1):
5.00% D-16 Cumulative Redeemable	$	1,000	$	1,000	1	1	$	1,000,000.00	$	50,000.00
3.25% D-17 Cumulative Redeemable	$	4,428	$	4,428	177,100	177,100	$	25.00	$	0.8125

________________________________________

(1) Holders may tender units for redemption to the Operating Partnership for cash at their stated redemption amount; Vornado, at its option, may assume that obligation and pay the holders either cash or Vornado preferred shares on a one-for-one basis. These units are redeemable at Vornado's option at any time.

Below is a table summarizing the activity of redeemable noncontrolling interests/redeemable partnership units.

(Amounts in thousands)
Balance, December 31, 2016	$	1,278,446
Net income	10,910
Other comprehensive income	643
Distributions	(33,229		)
Redemption of Class A units for Vornado common shares, at redemption value	(38,747		)
Adjustments to carry redeemable Class A units at redemption value (including $224,069 attributable to the spin-off of JBGS)	(268,494		)
Other, net	35,408
Balance, December 31, 2017	984,937
Net income	25,672
Other comprehensive loss	(836		)
Distributions	(31,828		)
Redemption of Class A units for Vornado common shares, at redemption value	(17,068		)
Adjustments to carry redeemable Class A units at redemption value	(198,064		)
Other, net	20,749
Balance, December 31, 2018	$	783,562

Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $50,561,000 as of December 31, 2018 and 2017. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

XML

Shareholders' Equity/Partners' Capital

12 Months Ended

Dec. 31, 2018

Class of Stock [Line Items]

Shareholders' Equity/Partners' Capital

Shareholders' Equity/Partners' Capital

Common Shares (Vornado Realty Trust)

As of December 31, 2018, there were 190,535,499 common shares outstanding. During 2018, we paid an aggregate of $479,348,000of common dividends comprised of quarterly common dividends of $0.63 per share.

Class A Units (Vornado Realty L.P.)

As of December 31, 2018, there were 190,535,499 Class A units outstanding that were held by Vornado. These units are classified as “partners’ capital” on the consolidated balance sheets of the Operating Partnership. As of December 31, 2018, there were 12,544,477 Class A units outstanding, that were held by third parties. These units are classified outside of “partners’ capital” as “redeemable partnership units” on the consolidated balance sheets of the Operating Partnership (See Note 12 – Redeemable Noncontrolling Interests/Redeemable Partnership Units). During 2018, the Operating Partnership paid an aggregate of $479,348,000 of distributions to Vornado comprised of quarterly common distributions of $0.63 per unit.

Preferred Share/Preferred Units

On January 4 and 11, 2018, we redeemed all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units at their redemption price of $25.00 per share/unit, or $470,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption, and expensed $14,486,000 of previously capitalized issuance costs.

The following table sets forth the details of our preferred shares of beneficial interest and the preferred units of the Operating Partnership as of December 31, 2018 and 2017.

(Amounts in thousands, except share/unit and per share/per unit amounts)
							Per Share/Unit
	Balance as of December 31,				Shares/Units Outstanding at December 31,		Liquidation Preference		Annual Dividend/ Distribution(1)
Preferred Shares/Units	2018		2017		2018	2017
Convertible Preferred:
6.5% Series A: authorized 83,977 shares/units(2)	$	1,071	$	1,102	18,580	19,573	$	50.00	$	3.25
Cumulative Redeemable Preferred:
5.70% Series K: authorized 12,000,000 shares/units(3)	290,971		290,971		12,000,000	12,000,000	25.00		1.425
5.40% Series L: authorized 12,000,000 shares/units(3)	290,306		290,306		12,000,000	12,000,000	25.00		1.35
5.25% Series M: authorized 12,780,000 shares/units(3)	308,946		309,609		12,780,000	12,780,000	25.00		1.3125
	$	891,294	$	891,988	36,798,580	36,799,573

________________________________________

(1) Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.

(2) Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A Preferred Share/Unit.

(3) Redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption.

During 2018, we paid an aggregate of $55,115,000 of preferred dividends.

13.     Shareholders' Equity/Partners' Capital - continued

Accumulated Other Comprehensive Income (Loss)

The following table sets forth the changes in accumulated other comprehensive income (loss) by component.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			Securities available- for-sale			Pro rata share of nonconsolidated subsidiaries' OCI			Interest rate swap			Other
Balance as of December 31, 2017	$	128,682		$	109,554		$	3,769		$	23,542		$	(8,183	)
Cumulative effect of accounting change (see Note 2)	(108,374		)	(109,554		)	(1,671		)	2,851			—
Net current period other comprehensive income	(12,644		)	—			1,155			(14,634		)	835
Balance as of December 31, 2018	$	7,664		$	—		$	3,253		$	11,759		$	(7,348	)

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Variable Interest Entities ("VIEs")

12 Months Ended

Dec. 31, 2018

Variable Interest Entities [Abstract]

Variable Interest Entities (VIEs)

Variable Interest Entities (“VIEs”)

Unconsolidated VIEs

As of December 31, 2018 and 2017, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 7 – Investments in Partially Owned Entities). As of December 31, 2018 and 2017, the net carrying amount of our investments in these entities was $257,882,000 and $352,925,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.

Consolidated VIEs

Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Fund and the Crowne Plaza Joint Venture, the Farley joint venture and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.

As of December 31, 2018, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,445,436,000 and $2,533,753,000 respectively. As of December 31, 2017, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $3,561,062,000 and $1,753,798,000, respectively.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.   

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) interest rate swaps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units, Series D-13 cumulative redeemable preferred units, and 6.625% Series G and Series I cumulative redeemable preferred shares/units which were redeemed on January 4 and 11, 2018 (See Note 13 - Shareholders' Equity/Partners' Capital)). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of December 31, 2018 and 2017, respectively. 

(Amounts in thousands)	As of December 31, 2018
	Total		Level 1		Level 2		Level 3
Marketable securities	$	152,198	$	152,198	$	—	$	—
Real estate fund investments	318,758		—		—		318,758
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	96,524		58,716		—		37,808
Interest rate swaps (included in other assets)	27,033		—		27,033		—
Total assets	$	594,513	$	210,914	$	27,033	$	356,566
Mandatorily redeemable instruments (included in other liabilities)	$	50,561	$	50,561	$	—	$	—
Interest rate swaps (included in other liabilities)	15,236		—		15,236		—
Total liabilities	$	65,797	$	50,561	$	15,236	$	—

(Amounts in thousands)	As of December 31, 2017
	Total		Level 1		Level 2		Level 3
Marketable securities	$	182,752	$	182,752	$	—	$	—
Real estate fund investments	354,804		—		—		354,804
Deferred compensation plan assets ($11,545 included in restricted cash and $97,632 in other assets)	109,177		69,049		—		40,128
Interest rate swaps (included in other assets)	27,472		—		27,472		—
Total assets	$	674,205	$	251,801	$	27,472	$	394,932
Mandatorily redeemable instruments ($50,561 included in other liabilities)	$	520,561	$	520,561	$	—	$	—
Interest rate swaps (included in other liabilities)	1,052		—		1,052		—
Total liabilities	$	521,613	$	520,561	$	1,052	$	—

15. Fair Value Measurements – continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Real Estate Fund Investments

As of December 31, 2018, we hadfour real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $318,758,000, or $6,806,000 below our cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 0.3 years to 4.0 years. Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs. 

The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, and current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments as of December 31, 2018 and 2017.    

	Range		Weighted Average (based on fair value of investments)
Unobservable Quantitative Input	December 31, 2018	December 31, 2017	December 31, 2018	December 31, 2017
Discount rates	10.0% to 15.0%	2.0% to 14.9%	13.4%	11.9%
Terminal capitalization rates	5.4% to 7.7%	4.7% to 6.7%	5.7%	5.5%

The above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Beginning balance	$	354,804		$	462,132
Net unrealized loss on held investments	(83,794		)	(25,807		)
Purchases/additional fundings	68,950			—
Dispositions	(20,290		)	(91,606		)
Net realized (loss) gain on exited investments	(912		)	36,078
Previously recorded unrealized gain on exited investment	—			(25,538		)
Other, net	—			(455		)
Ending balance	$	318,758		$	354,804

15. Fair Value Measurements – continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Beginning balance	$	40,128		$	57,444
Sales	(12,621		)	(27,715		)
Purchases	9,183			5,786
Realized and unrealized (losses) gains	(274		)	2,519
Other, net	1,392			2,094
Ending balance	$	37,808		$	40,128

Fair Value Measurements on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of real estate assets required to be measured for impairment at December 31, 2018. There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets at December 31, 2017. The fair values of real estate assets required to be measured for impairment were determined using comparable sales activity.

(Amounts in thousands)	As of December 31, 2018
	Total		Level 1		Level 2		Level 3
Real estate asset	$	14,971	$	—	$	—	$	14,971

15. Fair Value Measurements – continued

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of December 31, 2018 and 2017.

(Amounts in thousands)	As of December 31, 2018					As of December 31, 2017
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents	$	261,981		$	262,000	$	1,500,227		$	1,500,000
Debt:
Mortgages payable	$	8,215,847		$	8,179,000	$	8,203,839		$	8,194,000
Senior unsecured notes	850,000			847,000		850,000			878,000
Unsecured term loan	750,000			750,000		750,000			750,000
Unsecured revolving credit facilities	80,000			80,000		—			—
Total	$	9,895,847	(1)	$	9,856,000	$	9,803,839	(1)	$	9,822,000

____________________

(1) Excludes $59,226 and $74,352 of deferred financing costs, net and other as of December 31, 2018 and 2017 respectively.

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Stock-based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

Stock-based Compensation

Vornado’s 2010 Omnibus Share Plan (the “Plan”) provides the Compensation Committee of Vornado’s Board of Trustees (the “Committee”) the ability to grant incentive and non-qualified Vornado stock options, restricted stock, Appreciation-Only Long-Term Incentive Plan Units ("AO LTIP Units"), restricted Operating Partnership units (the "OP Units") and out-performance plan awards (the "OPPs" to certain of our employees and officers. Under the Plan, awards may be granted up to a maximum of 6,000,000 Vornado shares, if all awards granted are Full Value Awards, as defined, and up to 12,000,000 Vornado shares, if all of the awards granted are Not Full Value Awards, as defined, plus shares in respect of awards forfeited after May 2010 that were issued pursuant to Vornado’s 2002 Omnibus Share Plan. Full Value Awards are awards of securities, such as Vornado restricted shares, that, if all vesting requirements are met, do not require the payment of an exercise price or strike price to acquire the securities. Not Full Value Awards are awards of securities, such as Vornado stock options, that do require the payment of an exercise price or strike price. This means, for example, if the Committee were to award only Vornado restricted shares, it could award up to 6,000,000 Vornado restricted shares. On the other hand, if the Committee were to award only Vornado stock options, it could award options to purchase up to 12,000,000 Vornado common shares (at the applicable exercise price). The Committee may also issue any combination of awards under the Plan, with reductions in availability of future awards made in accordance with the above limitations. As of December 31, 2018, Vornado has approximately 1,848,000 shares available for future grants under the Plan, if all awards granted are Full Value Awards, as defined.

On February 8, 2019, the Committee approved an amendment to our previously issued OP Units and Vornado restricted stock agreements which provides that the time-based vesting requirement no longer applies to participants who have reached 65 years of age. However, the right to convert such OP units and to sell such Vornado restricted stock are still subject to time-based vesting.

16. Stock-based Compensation - continued

We account for all equity-based compensation in accordance with ASC 718. Below is a summary of our stock-based based compensation expense, a component of "general and administrative" expenses on our consolidated statements of income, during the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	December 31,
	2018		2017		2016
OP Units	$	17,763	$	20,630	$	21,136
OPPs	10,689		10,723		11,055
AO LTIP Units	2,113		—		—
Vornado stock options	587		747		937
Vornado restricted stock	570		729		851
	$	31,722	$	32,829	$	33,979

Below is a summary of unrecognized compensation expense for the year ended December 31, 2018.

(Amounts in thousands)	December 31, 2018		Weighted-Average Remaining Contractual Term
OP Units	$	17,930	1.6
OPPs	3,798		1.8
AO LTIP Units	1,371		1.6
Vornado stock options	902		1.7
Vornado restricted stock	913		1.7
	$	24,914	1.6

OPPs

OPPs are multi-year, performance-based equity compensation plans under which participants have the opportunity to earn a class of units (“OPP units”) of the Operating Partnership if, and only if, Vornado outperforms a predetermined total shareholder return (“TSR”) and/or outperform the market with respect to a relative TSR during the three-year performance period (the “Performance Period”) as described below. OPP units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado common shares) following vesting.

Awards under the 2017 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “2017 Absolute Component”) and/or (ii) achieves a TSR above that of the SNL US Equity REIT Index over the three-year performance period (the “2017 Relative Component”).

Awards under the 2018 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “2018 Absolute Component”, collectively with the 2017 Absolute Component, the “Absolute Components”) and/or (ii) achieves a TSR above a benchmark weighted index comprised of 70% of the SNL US Office REIT Index and 30% of the SNL US Retail Index over the Performance Period (the “2018 Relative Component”, collectively with the 2017 Relative Component, the “Relative Components”).

The value of awards under the Relative Components and Absolute Components will be calculated separately and will each be subject to an aggregate $35,000,000 maximum award cap for all participants. The two components will be added together to determine the aggregate award size, which shall also be subject to the aggregate $35,000,000 maximum award cap for all participants. In the event awards are earned under the Absolute Components, but Vornado underperforms the index by more than 200 basis points per annum over the Performance Period (600 basis points over the three years), the amount earned under the Absolute Components will be reduced (and potentially fully negated) based on the degree by which the index exceeds Vornado’s TSR. In the event 2017 awards are earned under the 2017 Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, award earned under the 2017 Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with no awards being earned in the event Vornado’s TSR during the applicable measurement period is 0% or negative. In the event 2018 awards are earned under the 2018 Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, awards earned under the 2018 Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with awards earned under the Relative Component being reduced by a maximum of 50% in the event Vornado’s TSR during the applicable measurement period is 0% or negative.

16. Stock-based Compensation - continued

OPPs - continued

If the designated performance objectives are achieved, awards under the 2017 and 2018 OPP will vest ratably in each of years three, four and five. In addition, all of Vornado’s Named Executive Officers (as defined in Vornado’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 6, 2018) are required to hold any earned and vested awards for one year following each such vesting date. Dividends on awards granted under the 2017 and 2018 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.

Below is the summary of the OPP units granted during the years December 31, 2018, 2017 and 2016.

Plan Year	Total Plan Notional Amount		Percentage of Notional Amount Granted		Grant Date Fair Value(1)		OPP Units Earned
2018	$	35,000,000	78.2	%	$	10,300,000	To be determined in 2021
2017	35,000,000		86.6	%	10,800,000		To be determined in 2020
2016	40,000,000		86.7	%	11,800,000		Not earned

________________________________________

(1) During the years ended December 31, 2018, 2017 and 2016, $8,040,000, $7,558,000, and $7,250,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service). The remaining $10,052,000, in aggregate, is being amortized into expense over a 5-year period from the date of each grant, using a graded vesting attribution model.

Vornado Stock Options     

Vornado stock options are granted at an exercise price equal to the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest over 4 years and expire 10 years from the date of grant. Compensation expense related to Vornado stock option awards is recognized on a straight-line basis over the vesting period.

Below is a summary of Vornado’s stock option activity for the year ended December 31, 2018.

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2018	2,823,900		$	46.62
Granted	33,897		72.40
Exercised	(620,157	)	28.52
Cancelled or expired	(7,347	)	75.25
Outstanding at December 31, 2018	2,230,293		$	51.95	1.6	$	26,464,877
Options vested and expected to vest at December 31, 2018	2,240,526		$	52.13	1.6	$	26,472,765
Options exercisable at December 31, 2018	2,162,843		$	51.15	1.4	$	26,464,877

The fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the years ended December 31, 2018, 2017 and 2016.

	December 31,
	2018	2017	2016
Expected volatility	35%	35%	35%
Expected life	5.0 years	5.0 years	5.0 years
Risk free interest rate	2.25%	1.95%	1.76%
Expected dividend yield	2.9%	3.0%	3.2%

The weighted average grant date fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $18.42, $25.84 and $22.14 , respectively. Cash received from option exercises for the years ended December 31, 2018, 2017 and 2016 was $5,927,000, $28,253,000 and $6,825,000, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016 was $25,820,000, $9,178,000 and $5,519,000, respectively.

16. Stock-based Compensation – continued

AO LTIP Units

AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a Vornado common share exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level is intended to be equal to 100% of the then fair market value of a Vornado common share on the date of grant.  The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into Class A Operating Partnership units.  The number of Class A Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the conversion value on the conversion date over the threshold value designated at the time the AO LTIP Unit was granted, divided by (ii) the conversion value on the conversion date.  The “conversion value” is the value of a Vornado common share on the conversion date multiplied by the Conversion Factor as defined in the Partnership Agreement, which is currently one.  AO LTIP Units have a term of 10 years from the grant date. Each holder will generally receive special income allocations in respect of an AO LTIP Unit equal to 10% (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Class A Unit.  Upon conversion of AO LTIP Units to Class A Units, holders will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Class A Units during the period from the grant date of the AO LTIP Units through the date of conversion.

Below is a summary of AO LTIP Units activity for the year ended December 31, 2018. 

	Units		Weighted-Average Grant-Date Fair Value
Granted at January 12, 2018	185,046		$	72.40
Cancelled or expired	(6,200	)	72.40
Outstanding at December 31, 2018	178,846		72.40

AO LTIP Units granted during the year ended December 31, 2018 had a fair value of $3,484,000. The fair value of each AO LTIP Units granted is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the year ended December 31, 2018.

	December 31, 2018
Expected volatility	35%
Expected life	5.0 years
Risk free interest rate	2.25%
Expected dividend yield	2.9%

16. Stock-based Compensation – continued

OP Units

OP Units are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, vest ratably overfour years and are subject to a taxable book-up event, as defined. Compensation expense related to OP Units is recognized ratably over the vesting period using a graded vesting attribution model. Distributions paid on unvested OP Units are charged to “net income attributable to noncontrolling interests in the Operating Partnership” on Vornado’s consolidated statements of income and to “preferred unit distributions” on the Operating Partnership’s consolidated statements of income and amounted to $2,559,000, $2,310,000 and $1,968,000 in the years ended December 31, 2018, 2017 and 2016, respectively.   

Below is a summary of restricted OP unit activity for the year ended December 31, 2018.

Unvested Units	Units		Weighted-Average Grant-Date Fair Value
Unvested at January 1, 2018	628,962		$	76.13
Granted	267,203		65.36
Vested	(246,670	)	73.12
Cancelled or expired	(7,651	)	76.62
Unvested at December 31, 2018	641,844		72.79

OP Units granted in 2018, 2017 and 2016 had a fair value of $17,463,000, $24,927,000 and $18,492,000, respectively. The fair value of OP Units that vested during the years ended December 31, 2018, 2017 and 2016 was $18,037,000, $20,903,000 and $22,701,000, respectively.

Vornado Restricted Stock

Vornado restricted stock awards are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant and generally vest over four years. Compensation expense related to Vornado’s restricted stock awards is recognized on a straight-line basis over the vesting period. Dividends paid on unvested Vornado restricted stock are charged directly to retained earnings and amounted to $44,000, $46,000 and $56,000 for the years ended December 31, 2018, 2017 and 2016, respectively.

Below is a summary of Vornado’s restricted stock activity for the year ended December 31, 2018.

Unvested Shares	Shares		Weighted-Average Grant-Date Fair Value
Unvested at January 1, 2018	14,845		$	81.05
Granted	8,602		72.40
Vested	(6,247	)	78.75
Cancelled or expired	(514	)	78.38
Unvested at December 31, 2018	16,686		77.54

Vornado restricted stock awards granted in 2018, 2017 and 2016 had a fair value of $623,000, $601,000 and $927,000, respectively. The fair value of restricted stock that vested during the years ended December 31, 2018, 2017 and 2016 was $492,000, $645,000 and $641,000, respectively.

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Interest and Other Investment Income, Net

12 Months Ended

Dec. 31, 2018

Interest and Other Income [Abstract]

Interest and Other Investment Income, Net

Interest and Other Investment Income, Net

The following table sets forth the details of our interest and other investment income, net:

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017		2016
(Decrease) increase in fair value of marketable securities:
Lexington Realty Trust	$	(26,596	)	$	—	$	—
Other	143			—		—
	(26,453		)	—		—
Interest on cash and cash equivalents and restricted cash	15,827			8,171		3,622
Dividends on marketable securities	13,339			13,276		13,135
Interest on loans receivable(1)	10,298			4,352		3,890
Other, net	4,046			5,062		3,688
	$	17,057		$	30,861	$	24,335

________________________________________

(1) Includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us for the year ended December 31, 2018.

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Interest and Debt Expense

12 Months Ended

Dec. 31, 2018

Interest and Debt Expense [Abstract]

Interest And Debt Expense

Interest and Debt Expense

The following table sets forth the details of interest and debt expense. 

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Interest expense	$	389,136		$	359,819		$	328,398
Amortization of deferred financing costs	31,979			34,066			32,185
Capitalized interest and debt expense	(73,166		)	(48,231		)	(30,343		)
	$	347,949		$	345,654		$	330,240

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Income Per Share / Income Per Class A Unit

12 Months Ended

Dec. 31, 2018

Earnings per share

Income Per Share / Income Per Class A Unit

Income Per Share/Income Per Class A Unit

Vornado Realty Trust

The following table provides a reconciliation of both net income attributable to Vornado and the number of common shares used in the computation of (i) basic income per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income per common share - which includes the weighted average common shares and dilutive share equivalents. Dilutive share equivalents may include our Series A convertible preferred shares, employee stock options, restricted stock awards, OP Units, AO LTIP Units and OPPs.

(Amounts in thousands, except per share amounts)	Year Ended December 31,
	2018			2017			2016
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests	$	449,356		$	239,824		$	526,686
Income (loss) from discontinued operations, net of income attributable to noncontrolling interests	598			(12,408		)	380,231
Net income attributable to Vornado	449,954			227,416			906,917
Preferred share dividends	(50,636		)	(65,399		)	(75,903		)
Preferred share issuance costs	(14,486		)	—			(7,408		)
Net income attributable to common shareholders	384,832			162,017			823,606
Earnings allocated to unvested participating securities	(44		)	(46		)	(96		)
Numerator for basic income per share	384,788			161,971			823,510
Impact of assumed conversions:
Earnings allocated to Out-Performance Plan units	174			230			806
Convertible preferred share dividends	62			—			86
Numerator for diluted income per share	$	385,024		$	162,201		$	824,402
Denominator:
Denominator for basic income per share – weighted average shares	190,219			189,526			188,837
Effect of dilutive securities (1):
Employee stock options and restricted share awards	933			1,448			1,064
Out-Performance Plan units	101			284			230
Convertible preferred shares	37			—			42
Denominator for diluted income per share – weighted average shares and assumed conversions	191,290			191,258			190,173
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net	$	2.02		$	0.92		$	2.35
Income (loss) from discontinued operations, net	—			(0.07		)	2.01
Net income per common share	$	2.02		$	0.85		$	4.36
INCOME PER COMMON SHARE – DILUTED:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	—			(0.06		)	2.00
Net income per common share	$	2.01		$	0.85		$	4.34

________________________________________

(1) The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 12,232, 12,165 and12,022weighted average common share equivalents, respectively, as their effect was anti-dilutive.

Vornado Realty L.P.

Earnings per share

Income Per Share / Income Per Class A Unit

Vornado Realty L.P.

The following table provides a reconciliation of both net income attributable to Vornado Realty L.P. and the number of Class A units used in the computation of (i) basic income per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units, and (ii) diluted income per Class A unit - which includes the weighted average Class A units and dilutive unit equivalents. Dilutive unit equivalents may include our Series A convertible preferred units, Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs.  

(Amounts in thousands, except per unit amounts)	Year Ended December 31,
	2018			2017			2016
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests	$	474,988		$	251,554		$	555,659
Income (loss) from discontinued operations	638			(13,228		)	404,912
Net income attributable to Vornado Realty L.P.	475,626			238,326			960,571
Preferred unit distributions	(50,830		)	(65,593		)	(76,097		)
Preferred unit issuance costs	(14,486		)	—			(7,408		)
Net income attributable to Class A unitholders	410,310			172,733			877,066
Earnings allocated to unvested participating securities	(2,973		)	(3,232		)	(4,177		)
Numerator for basic income per Class A unit	407,337			169,501			872,889
Impact of assumed conversions:
Convertible preferred unit distributions	62			—			86
Numerator for diluted income per Class A unit	$	407,399		$	169,501		$	872,975
Denominator:
Denominator for basic income per Class A unit – weighted average units	202,068			201,214			200,350
Effect of dilutive securities (1):
Vornado stock options and restricted unit awards	1,307			2,086			1,625
Convertible preferred units	37			—			42
Denominator for diluted income per Class A unit – weighted average units and assumed conversions	203,412			203,300			202,017
INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	0.01			(0.07		)	2.02
Net income per Class A unit	2.02			0.84			4.36
INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net	$	2.00		$	0.90		$	2.32
Income (loss) from discontinued operations, net	—			(0.07		)	2.00
Net income per Class A unit	$	2.00		$	0.83		$	4.32

________________________________________

(1) The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 110, 124 and 178 weighted average Class A unit equivalents, respectively, as their effect was anti-dilutive.

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Leases

12 Months Ended

Dec. 31, 2018

Leases [Abstract]

Leases

Leases

As lessor:

We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rentals payable monthly in advance. Office building leases generally require the tenants to reimburse us for operating costs and real estate taxes above their base year costs. Certain leases provide for pass-through to tenants for the tenant’s share of real estate taxes, insurance and maintenance. Certain leases also provide for the payment by the lessee of additional rent based on a percentage of the tenants’ sales. As of December 31, 2018, future base rental revenue under non-cancelable operating leases, excluding rents for leases with an original term of less than one year and rents resulting from the exercise of renewal options, are as follows:

(Amounts in thousands)
Year Ending December 31:
2019	$	1,547,162
2020	1,510,097
2021	1,465,024
2022	1,407,615
2023	1,269,141
Thereafter	5,832,467

These amounts do not include percentage rentals based on tenants’ sales. These percentage rents approximated $4,746,000, $4,062,000 and $3,590,000, for the years ended December 31, 2018, 2017 and 2016, respectively.

None of our tenants accounted for more than 10%of total revenues in any of the years ended December 31, 2018, 2017 and 2016.

As lessee:          

We are a tenant under operating leases for certain properties. These leases have terms that expire during the next ninety-nine years. Future minimum lease payments under operating leases at December 31, 2018 are as follows:

(Amounts in thousands)
Year Ending December 31:
2019	$	46,147
2020	45,258
2021	42,600
2022	43,840
2023	44,747
Thereafter	1,612,627

Rent expense, a component of “operating" expenses on our consolidated statements of income, was $41,063,000, $40,219,000 and $40,170,000 for the years ended December 31, 2018, 2017 and 2016, respectively.

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Multiemployer Benefit Plans

12 Months Ended

Dec. 31, 2018

Multiemployer Plans [Abstract]

Multiemployer Benefit Plans

Multiemployer Benefit Plans

Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.

Multiemployer Pension Plans

Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our participating subsidiaries may be required to bear its then pro rata share of unfunded obligations. If a participating subsidiary withdraws from a plan in which it participates, it may be subject to a withdrawal liability. As of December 31, 2018, our subsidiaries’ participation in these plans was not significant to our consolidated financial statements.

In the years ended December 31, 2018, 2017 and 2016, we contributed $10,377,000, $10,113,000 and $9,479,000, respectively, towards Multiemployer Pension Plans, which is included as a component of “operating” expenses on our consolidated statements of income. Our subsidiaries’ contributions did not represent more than 5% of total employer contributions in any of these plans for the years ended December 31, 2018, 2017 and 2016.

Multiemployer Health Plans

Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees. In the years ended December 31, 2018, 2017 and 2016, our subsidiaries contributed $30,354,000, $29,549,000 and $32,998,000, respectively, towards these plans, which is included as a component of “operating” expenses on our consolidated statements of income.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000and 19%of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.

Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

22. Commitments and Contingencies – continued

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.

Our mortgage loans are non-recourse to us, except for the mortgage loan secured by 7 West 34th Street, which we guaranteed and therefore is part of our tax basis. In certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of December 31, 2018, the aggregate dollar amount of these guarantees and master leases is approximately$660,000,000.

As of December 31, 2018, $13,337,000of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

A joint venture in which we own a 95.0% ownership interest was designated by ESD, an entity of New York State, to develop the Farley Office and Retail Building (see Note 4 - Acquisitions). The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.

As of December 31, 2018, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $18,000,000.

As of December 31, 2018, we have construction commitments aggregating approximately $404,000,000.

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Related Party Transactions

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Alexander’s, Inc.

We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustee’s and its Chief Executive Officer, is also the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 7 - Investments in Partially Owned Entities.

Interstate Properties (“Interstate”)

Interstate is a general partnership in which Mr. Roth is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, respectively, are Interstate’s two other general partners. As of December 31, 2018, Interstate and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.2% of Alexander’s common stock.

We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the management agreement terms are fair to us. We earned $453,000, $501,000, and $521,000 of management fees under the agreement for the years ended December 31, 2018, 2017 and 2016, respectively.

Urban Edge Properties

We own 4.5% of UE. In 2018, 2017 and 2016, we provided UE with information technology support. 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, Rego retail assets. Fees paid to UE for servicing the retail assets of Alexander’s are similar to the fees that we are receiving from Alexander’s.

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Summary of Quarterly Results (Unaudited)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Data

Summary of Quarterly Results (Unaudited)

Summary of Quarterly Results (Unaudited)

Vornado Realty Trust

The following summary represents the results of operations for each quarter in 2018 and 2017:

(Amounts in thousands, except per share amounts)			Net Income (Loss) Attributable to Common Shareholders (1)			Net Income (Loss) Per Common Share (2)
	Revenues					Basic			Diluted
2018
December 31	$	543,417	$	100,494		$	0.53		$	0.53
September 30	542,048		190,645			1.00			1.00
June 30	541,818		111,534			0.59			0.58
March 31	536,437		(17,841		)	(0.09		)	(0.09		)
2017
December 31	$	536,226	$	27,319		$	0.14		$	0.14
September 30	528,755		(29,026		)	(0.15		)	(0.15		)
June 30	511,087		115,972			0.61			0.61
March 31	508,058		47,752			0.25			0.25

____________________

(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations.

(2) The total for the year may differ from the sum of the quarters as a result of weighting.

Vornado Realty L.P.

Quarterly Financial Data

Summary of Quarterly Results (Unaudited)

Vornado Realty L.P.

The following summary represents the results of operations for each quarter in 2018 and 2017:

(Amounts in thousands, except per unit amounts)			Net Income (Loss) Attributable to Class A Unitholders (1)			Net Income (Loss) Per Class A Unit (2)
	Revenues					Basic			Diluted
2018
December 31	$	543,417	$	107,125		$	0.53		$	0.52
September 30	542,048		203,268			1.00			0.99
June 30	541,818		118,931			0.58			0.58
March 31	536,437		(19,014		)	(0.10		)	(0.10		)
2017
December 31	$	536,226	$	29,123		$	0.14		$	0.14
September 30	528,755		(30,952		)	(0.16		)	(0.16		)
June 30	511,087		123,630			0.61			0.61
March 31	508,058		50,932			0.25			0.25

____________________

(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations.

(2) The total for the year may differ from the sum of the quarters as a result of weighting.

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Segment Information

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment Information

Segment Information

Net Operating Income ("NOI") represents total revenues less operating expenses.We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net income	$	422,603		$	264,128		$	981,922
Deduct:
Income from partially owned entities	(9,149		)	(15,200		)	(168,948		)
Loss (income) from real estate fund investments	89,231			(3,240		)	23,602
Interest and other investment income, net	(17,057		)	(30,861		)	(24,335		)
Net gains on disposition of wholly owned and partially owned assets	(246,031		)	(501		)	(160,433		)
Purchase price fair value adjustment	(44,060		)	—			—
(Income) loss from discontinued operations	(638		)	13,228			(404,912		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(65,311		)	(66,182		)
Add:
Depreciation and amortization expense	446,570			429,389			421,023
General and administrative expense	141,871			150,782			143,643
Transaction related costs, impairment loss and other	31,320			1,776			9,451
NOI from partially owned entities	253,564			269,164			271,114
Interest and debt expense	347,949			345,654			330,240
Income tax expense	37,633			42,375			7,923
NOI at share	1,382,620			1,401,383			1,364,108
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(86,842		)	(170,477		)
NOI at share - cash basis	$	1,337,916		$	1,314,541		$	1,193,631

25. Segment Information - continued

Below is a summary of NOI at share and selected balance sheet data by segment for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			New York			Other
Total revenues	$	2,163,720		$	1,836,036		$	327,684
Operating expenses	963,478			806,464			157,014
NOI - consolidated	1,200,242			1,029,572			170,670
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(48,490		)	(22,696		)
Add: Our share of NOI from partially owned entities	253,564			195,908			57,656
NOI at share	1,382,620			1,176,990			205,630
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(45,427		)	723
NOI at share - cash basis	$	1,337,916		$	1,131,563		$	206,353
Balance Sheet Data:
Real estate, at cost	$	16,237,883		$	12,351,943		$	3,885,940
Investments in partially owned entities	858,113			719,456			138,657
Total assets	17,180,794			14,628,712			2,552,082

(Amounts in thousands)	For the Year Ended December 31, 2017
	Total			New York			Other
Total revenues	$	2,084,126		$	1,779,307		$	304,819
Operating expenses	886,596			756,670			129,926
NOI - consolidated	1,197,530			1,022,637			174,893
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(65,311		)	(45,899		)	(19,412		)
Add: Our share of NOI from partially owned entities	269,164			189,327			79,837
NOI at share	1,401,383			1,166,065			235,318
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(86,842		)	(79,202		)	(7,640		)
NOI at share - cash basis	$	1,314,541		$	1,086,863		$	227,678
Balance Sheet Data:
Real estate, at cost	$	14,756,295		$	11,025,092		$	3,731,203
Investments in partially owned entities	1,056,829			861,430			195,399
Total assets	17,397,934			13,780,817			3,617,117

(Amounts in thousands)	For the Year Ended December 31, 2016
	Total			New York			Other
Total revenues	$	2,003,742		$	1,713,374		$	290,368
Operating expenses	844,566			716,754			127,812
NOI - consolidated	1,159,176			996,620			162,556
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(66,182		)	(47,480		)	(18,702		)
Add: Our share of NOI from partially owned entities	271,114			159,386			111,728
NOI at share	1,364,108			1,108,526			255,582
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(170,477		)	(143,239		)	(27,238		)
NOI at share - cash basis	$	1,193,631		$	965,287		$	228,344

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SEC Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2018

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation and Qualifying Accounts

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

December 31, 2018

(Amounts in Thousands)

Column A	Column B		Column C		Column D			Column E
Description	Balance at Beginning of Year		Additions Charged Against Operations		Uncollectible Accounts Written-off			Balance at End of Year
Year Ended December 31, 2018
Allowance for doubtful accounts	$	6,480	$	1,910	$	(2,592	)	$	5,798
Year Ended December 31, 2017
Allowance for doubtful accounts	$	8,621	$	26	$	(2,167	)	$	6,480
Year Ended December 31, 2016
Allowance for doubtful accounts	$	10,075	$	1,827	$	(3,281	)	$	8,621

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SEC Schedule III Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2018

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III Real Estate and Accumulated Depreciation

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition		Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements				Land		Buildings and improvements		Total (3)
New York
Manhattan
1290 Avenue of the Americas	$	950,000	$	515,539	$	923,653	$	231,245	$	515,539	$	1,154,898	$	1,670,437	$	336,807	1963	2007	(5)
697-703 Fifth Avenue	450,000		152,825		584,230		566		152,825		584,796		737,621		61,014			2014	(5)
350 Park Avenue	400,000		265,889		363,381		50,265		265,889		413,646		679,535		130,828		1960	2006	(5)
666 Fifth Avenue (Retail Condo)	390,000		189,005		471,072		—		189,005		471,072		660,077		73,059			2012	(5)
PENN1	—		—		412,169		257,803		—		669,972		669,972		300,399		1972	1998	(5)
100 West 33rd Street	398,402		242,776		247,970		35,200		242,776		283,170		525,946		88,054		1911	2007	(5)
1535 Broadway	—		130,433		322,581		161,766		130,439		484,341		614,780		36,439			2012	(5)
150 West 34th Street	205,000		119,657		268,509		—		119,657		268,509		388,166		24,054		1900	2015	(5)
1540 Broadway	—		105,914		214,208		28,868		105,914		243,076		348,990		61,252			2006	(5)
655 Fifth Avenue	140,000		102,594		231,903		—		102,594		231,903		334,497		30,681			2013	(5)
PENN2	575,000		53,615		164,903		119,920		52,689		285,749		338,438		161,909		1968	1997	(5)
90 Park Avenue	—		8,000		175,890		183,882		8,000		359,772		367,772		128,983		1964	1997	(5)
Manhattan Mall	181,598		88,595		113,473		71,596		88,595		185,069		273,664		65,646		2009	2007	(5)
770 Broadway	700,000		52,898		95,686		135,290		52,898		230,976		283,874		93,238		1907	1998	(5)
888 Seventh Avenue	375,000		—		117,269		142,980		—		260,249		260,249		122,204		1980	1998	(5)
PENN11	450,000		40,333		85,259		110,281		40,333		195,540		235,873		79,373		1923	1997	(5)
640 Fifth Avenue	—		38,224		25,992		160,092		38,224		186,084		224,308		61,374		1950	1997	(5)
909 Third Avenue	350,000		—		120,723		107,457		—		228,180		228,180		98,992		1969	1999	(5)
150 East 58th Street	—		39,303		80,216		47,732		39,303		127,948		167,251		60,078		1969	1998	(5)
595 Madison Avenue	—		62,731		62,888		40,335		62,731		103,223		165,954		41,920		1968	1999	(5)
330 West 34th Street	—		—		8,599		145,486		—		154,085		154,085		30,432		1925	1998	(5)
828-850 Madison Avenue	—		107,937		28,261		2,115		107,937		30,376		138,313		9,658			2005	(5)
33-00 Northern Boulevard	100,000		46,505		86,226		7,518		46,505		93,744		140,249		9,831		1915	2015	(5)
715 Lexington Avenue	—		—		26,903		63,249		63,000		27,152		90,152		9,346		1923	2001	(5)
478-486 Broadway	—		30,000		20,063		36,107		30,000		56,170		86,170		13,790		2009	2007	(5)
4 Union Square South	120,000		24,079		55,220		3,037		24,079		58,257		82,336		21,022		1965/2004	1993	(5)
Farley Office and Retail Building	257,941		—		476,235		33,988		—		510,223		510,223		—		1912	2018	(5)
Moynihan Train Hall	—		—		346,926		98,767		—		445,693		445,693		—		1912	2018	(5)
260 Eleventh Avenue	—		—		80,482		1,966		—		82,448		82,448		7,734		1911	2015	(5)
510 Fifth Avenue	—		34,602		18,728		35,545		48,403		40,472		88,875		9,616			2010	(5)
606 Broadway	51,290		45,406		8,993		39,821		—		94,220		94,220		—			2016	(5)
40 Fulton Street	—		15,732		26,388		23,527		15,732		49,915		65,647		22,146		1987	1998	(5)
689 Fifth Avenue	—		19,721		13,446		25,575		19,721		39,021		58,742		13,986		1925	1998	(5)
443 Broadway	—		11,187		41,186		—		11,187		41,186		52,373		5,821			2013	(5)

COLUMN A	COLUMN B		COLUMN C				COLUMN D			COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition			Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements					Land		Buildings and improvements		Total (3)
New York - continued
Manhattan - continued
40 East 66th Street	$	—	$	13,616	$	34,635	$	248		$	13,616	$	34,883	$	48,499	$	11,415		2005	(5)
155 Spring Street	—		13,700		30,544		4,872			13,700		35,416		49,116		9,910			2007	(5)
435 Seventh Avenue	95,782		19,893		19,091		40			19,893		19,131		39,024		7,903		2002	1997	(5)
3040 M Street	—		7,830		27,490		3,583			7,830		31,073		38,903		10,940			2006	(5)
608 Fifth Avenue	—		—		—		39,608			—		39,608		39,608		11,836		1932	2012	(5)
692 Broadway	—		6,053		22,908		3,690			6,053		26,598		32,651		9,185			2005	(5)
131-135 West 33rd Street	—		8,315		21,312		24			8,315		21,336		29,651		1,424			2016	(5)
265 West 34th Street	—		28,500		—		295			28,500		295		28,795		—		1920	2015	(5)
304 Canal Street	—		3,511		12,905		(731		)	3,511		12,174		15,685		714		1910	2014	(5)
677-679 Madison Avenue	—		13,070		9,640		541			13,070		10,181		23,251		3,169			2006	(5)
1135 Third Avenue	—		7,844		7,844		5,708			7,844		13,552		21,396		1,901			1997	(5)
486 Eighth Avenue	—		20,000		71		244			20,000		315		20,315		—		1928	2016	(5)
431 Seventh Avenue	—		16,700		2,751		—			16,700		2,751		19,451		808			2007	(5)
138-142 West 32nd Street	—		9,252		9,936		37			9,252		9,973		19,225		973		1920	2015	(5)
334 Canal Street	—		1,693		6,507		7,603			1,693		14,110		15,803		1,300			2011	(5)
267 West 34th Street	—		5,099		10,037		(9,760		)	5,099		277		5,376		—			2013	(5)
1540 Broadway Garage	—		4,086		8,914		—			4,086		8,914		13,000		2,815		1990	2006	(5)
966 Third Avenue	—		8,869		3,631		—			8,869		3,631		12,500		484			2013	(5)
148 Spring Street	—		3,200		8,112		406			3,200		8,518		11,718		2,277			2008	(5)
150 Spring Street	—		3,200		5,822		300			3,200		6,122		9,322		1,664			2008	(5)
137 West 33rd Street	—		6,398		1,550		—			6,398		1,550		7,948		145		1932	2015	(5)
488 Eighth Avenue	—		10,650		1,767		(4,653		)	6,859		905		7,764		245			2007	(5)
484 Eighth Avenue	—		3,856		762		758			3,856		1,520		5,376		—			1997	(5)
825 Seventh Avenue	—		1,483		697		159			1,483		856		2,339		400			1997	(5)
537 West 26th Street	—		10,370		17,632		16,263			26,632		17,633		44,265		414			2018	(5)
339 Greenwich	—		2,622		12,333		—			2,622		12,333		14,955		572			2017	(5)
Other (Including Signage)	—		86,299		506		115,778			86,299		116,284		202,583		35,135
Total Manhattan	6,190,013		2,859,609		6,597,028		2,586,992			2,902,555		9,141,074		12,043,629		2,325,315
Other Properties
Hotel Pennsylvania	—		29,903		121,712		111,168			29,903		232,880		262,783		118,994		1919	1997	(5)
Paramus	—		—		—		24,935			1,036		23,899		24,935		16,849		1967	1987	(5)
Total Other Properties	—		29,903		121,712		136,103			30,939		256,779		287,718		135,843
Total New York	6,190,013		2,889,512		6,718,740		2,723,095			2,933,494		9,397,853		12,331,347		2,461,158

COLUMN A	COLUMN B		COLUMN C				COLUMN D			COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition			Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements					Land		Buildings and improvements		Total (3)
Other
theMART
Illinois
theMART, Chicago	$	675,000	$	64,528	$	319,146	$	414,820		$	64,535	$	733,959	$	798,494	$	311,470	1930	1998	(5)
527 West Kinzie, Chicago	—		5,166		—		32			5,166		32		5,198		—			1998
Total Illinois	675,000		69,694		319,146		414,852			69,701		733,991		803,692		311,470
New York
MMPI Piers	—		—		—		16,412			—		16,412		16,412		3,003			2008	(5)
Total theMART	675,000		69,694		319,146		431,264			69,701		750,403		820,104		314,473
555 California Street	558,914		221,903		893,324		186,321			209,916		1,091,632		1,301,548		294,139		1922,1969 -1970	2007	(5)
220 Central Park South	737,369		115,720		16,445		1,339,283			—		1,471,448		1,471,448		—			2005	(5)
Borgata Land, Atlantic City, NJ	54,551		83,089		—		—			83,089		—		83,089		—			2010	(5)
40 East 66th Residential	—		29,199		85,798		(93,222		)	8,454		13,321		21,775		3,923			2005	(5)
677-679 Madison	—		1,462		1,058		284			1,626		1,178		2,804		478			2006	(5)
Annapolis	—		—		9,652		—			—		9,652		9,652		3,960			2005
Wayne Towne Center	—		—		26,137		56,955			—		83,092		83,092		20,474			2010
Other	—		—		—		4,597			—		4,597		4,597		1,350			2005	(5)
Total Other	2,025,834		521,067		1,351,560		1,925,482			372,786		3,425,323		3,798,109		638,797
Leasehold improvements equipment and other	—		—		—		108,427			—		108,427		108,427		80,220
December 31, 2018	$	8,215,847	$	3,410,579	$	8,070,300	$	4,757,004		$	3,306,280	$	12,931,603	$	16,237,883	$	3,180,175

________________________________________

(1) Initial cost is cost as of January 30, 1982 (the date on which we commenced real estate operations) unless acquired subsequent to that date see Column H.

(2) Represents the contractual debt obligations.

(3) The net basis of Vornado's assets and liabilities for tax reporting purposes is approximately $1.9 billion lower than the amounts reported for financial statement purposes.

(4) Date of original construction –– many properties have had substantial renovation or additional construction –– see Column D.

(5) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years.

The following is a reconciliation of real estate assets and accumulated depreciation:

	Year Ended December 31,
	2018		2017		2016
Real Estate
Balance at beginning of period	$	14,756,295	$	14,187,820	$	13,545,295
Additions during the period:
Land	170,065		21,298		30,805
Buildings & improvements	1,665,684		598,820		854,194
	16,592,044		14,807,938		14,430,294
Less: Assets sold, written-off and deconsolidated	354,161		51,643		242,474
Balance at end of period	$	16,237,883	$	14,756,295	$	14,187,820
Accumulated Depreciation
Balance at beginning of period	$	2,885,283	$	2,581,514	$	2,356,728
Additions charged to operating expenses	381,500		360,391		346,755
	3,266,783		2,941,905		2,703,483
Less: Accumulated depreciation on assets sold, written-off and deconsolidated	86,608		56,622		121,969
Balance at end of period	$	3,180,175	$	2,885,283	$	2,581,514

XML

SEC Schedule III Rollforward of Real Estate Assets and Accumulated Depreciation

12 Months Ended

Dec. 31, 2018

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III Real Estate and Accumulated Depreciation

COLUMN A	COLUMN B		COLUMN C				COLUMN D		COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition		Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements				Land		Buildings and improvements		Total (3)
New York
Manhattan
1290 Avenue of the Americas	$	950,000	$	515,539	$	923,653	$	231,245	$	515,539	$	1,154,898	$	1,670,437	$	336,807	1963	2007	(5)
697-703 Fifth Avenue	450,000		152,825		584,230		566		152,825		584,796		737,621		61,014			2014	(5)
350 Park Avenue	400,000		265,889		363,381		50,265		265,889		413,646		679,535		130,828		1960	2006	(5)
666 Fifth Avenue (Retail Condo)	390,000		189,005		471,072		—		189,005		471,072		660,077		73,059			2012	(5)
PENN1	—		—		412,169		257,803		—		669,972		669,972		300,399		1972	1998	(5)
100 West 33rd Street	398,402		242,776		247,970		35,200		242,776		283,170		525,946		88,054		1911	2007	(5)
1535 Broadway	—		130,433		322,581		161,766		130,439		484,341		614,780		36,439			2012	(5)
150 West 34th Street	205,000		119,657		268,509		—		119,657		268,509		388,166		24,054		1900	2015	(5)
1540 Broadway	—		105,914		214,208		28,868		105,914		243,076		348,990		61,252			2006	(5)
655 Fifth Avenue	140,000		102,594		231,903		—		102,594		231,903		334,497		30,681			2013	(5)
PENN2	575,000		53,615		164,903		119,920		52,689		285,749		338,438		161,909		1968	1997	(5)
90 Park Avenue	—		8,000		175,890		183,882		8,000		359,772		367,772		128,983		1964	1997	(5)
Manhattan Mall	181,598		88,595		113,473		71,596		88,595		185,069		273,664		65,646		2009	2007	(5)
770 Broadway	700,000		52,898		95,686		135,290		52,898		230,976		283,874		93,238		1907	1998	(5)
888 Seventh Avenue	375,000		—		117,269		142,980		—		260,249		260,249		122,204		1980	1998	(5)
PENN11	450,000		40,333		85,259		110,281		40,333		195,540		235,873		79,373		1923	1997	(5)
640 Fifth Avenue	—		38,224		25,992		160,092		38,224		186,084		224,308		61,374		1950	1997	(5)
909 Third Avenue	350,000		—		120,723		107,457		—		228,180		228,180		98,992		1969	1999	(5)
150 East 58th Street	—		39,303		80,216		47,732		39,303		127,948		167,251		60,078		1969	1998	(5)
595 Madison Avenue	—		62,731		62,888		40,335		62,731		103,223		165,954		41,920		1968	1999	(5)
330 West 34th Street	—		—		8,599		145,486		—		154,085		154,085		30,432		1925	1998	(5)
828-850 Madison Avenue	—		107,937		28,261		2,115		107,937		30,376		138,313		9,658			2005	(5)
33-00 Northern Boulevard	100,000		46,505		86,226		7,518		46,505		93,744		140,249		9,831		1915	2015	(5)
715 Lexington Avenue	—		—		26,903		63,249		63,000		27,152		90,152		9,346		1923	2001	(5)
478-486 Broadway	—		30,000		20,063		36,107		30,000		56,170		86,170		13,790		2009	2007	(5)
4 Union Square South	120,000		24,079		55,220		3,037		24,079		58,257		82,336		21,022		1965/2004	1993	(5)
Farley Office and Retail Building	257,941		—		476,235		33,988		—		510,223		510,223		—		1912	2018	(5)
Moynihan Train Hall	—		—		346,926		98,767		—		445,693		445,693		—		1912	2018	(5)
260 Eleventh Avenue	—		—		80,482		1,966		—		82,448		82,448		7,734		1911	2015	(5)
510 Fifth Avenue	—		34,602		18,728		35,545		48,403		40,472		88,875		9,616			2010	(5)
606 Broadway	51,290		45,406		8,993		39,821		—		94,220		94,220		—			2016	(5)
40 Fulton Street	—		15,732		26,388		23,527		15,732		49,915		65,647		22,146		1987	1998	(5)
689 Fifth Avenue	—		19,721		13,446		25,575		19,721		39,021		58,742		13,986		1925	1998	(5)
443 Broadway	—		11,187		41,186		—		11,187		41,186		52,373		5,821			2013	(5)

COLUMN A	COLUMN B		COLUMN C				COLUMN D			COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition			Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements					Land		Buildings and improvements		Total (3)
New York - continued
Manhattan - continued
40 East 66th Street	$	—	$	13,616	$	34,635	$	248		$	13,616	$	34,883	$	48,499	$	11,415		2005	(5)
155 Spring Street	—		13,700		30,544		4,872			13,700		35,416		49,116		9,910			2007	(5)
435 Seventh Avenue	95,782		19,893		19,091		40			19,893		19,131		39,024		7,903		2002	1997	(5)
3040 M Street	—		7,830		27,490		3,583			7,830		31,073		38,903		10,940			2006	(5)
608 Fifth Avenue	—		—		—		39,608			—		39,608		39,608		11,836		1932	2012	(5)
692 Broadway	—		6,053		22,908		3,690			6,053		26,598		32,651		9,185			2005	(5)
131-135 West 33rd Street	—		8,315		21,312		24			8,315		21,336		29,651		1,424			2016	(5)
265 West 34th Street	—		28,500		—		295			28,500		295		28,795		—		1920	2015	(5)
304 Canal Street	—		3,511		12,905		(731		)	3,511		12,174		15,685		714		1910	2014	(5)
677-679 Madison Avenue	—		13,070		9,640		541			13,070		10,181		23,251		3,169			2006	(5)
1135 Third Avenue	—		7,844		7,844		5,708			7,844		13,552		21,396		1,901			1997	(5)
486 Eighth Avenue	—		20,000		71		244			20,000		315		20,315		—		1928	2016	(5)
431 Seventh Avenue	—		16,700		2,751		—			16,700		2,751		19,451		808			2007	(5)
138-142 West 32nd Street	—		9,252		9,936		37			9,252		9,973		19,225		973		1920	2015	(5)
334 Canal Street	—		1,693		6,507		7,603			1,693		14,110		15,803		1,300			2011	(5)
267 West 34th Street	—		5,099		10,037		(9,760		)	5,099		277		5,376		—			2013	(5)
1540 Broadway Garage	—		4,086		8,914		—			4,086		8,914		13,000		2,815		1990	2006	(5)
966 Third Avenue	—		8,869		3,631		—			8,869		3,631		12,500		484			2013	(5)
148 Spring Street	—		3,200		8,112		406			3,200		8,518		11,718		2,277			2008	(5)
150 Spring Street	—		3,200		5,822		300			3,200		6,122		9,322		1,664			2008	(5)
137 West 33rd Street	—		6,398		1,550		—			6,398		1,550		7,948		145		1932	2015	(5)
488 Eighth Avenue	—		10,650		1,767		(4,653		)	6,859		905		7,764		245			2007	(5)
484 Eighth Avenue	—		3,856		762		758			3,856		1,520		5,376		—			1997	(5)
825 Seventh Avenue	—		1,483		697		159			1,483		856		2,339		400			1997	(5)
537 West 26th Street	—		10,370		17,632		16,263			26,632		17,633		44,265		414			2018	(5)
339 Greenwich	—		2,622		12,333		—			2,622		12,333		14,955		572			2017	(5)
Other (Including Signage)	—		86,299		506		115,778			86,299		116,284		202,583		35,135
Total Manhattan	6,190,013		2,859,609		6,597,028		2,586,992			2,902,555		9,141,074		12,043,629		2,325,315
Other Properties
Hotel Pennsylvania	—		29,903		121,712		111,168			29,903		232,880		262,783		118,994		1919	1997	(5)
Paramus	—		—		—		24,935			1,036		23,899		24,935		16,849		1967	1987	(5)
Total Other Properties	—		29,903		121,712		136,103			30,939		256,779		287,718		135,843
Total New York	6,190,013		2,889,512		6,718,740		2,723,095			2,933,494		9,397,853		12,331,347		2,461,158

COLUMN A	COLUMN B		COLUMN C				COLUMN D			COLUMN E						COLUMN F		COLUMN G	COLUMN H	COLUMN I
	Encumbrances (2)		Initial cost to company (1)				Costs capitalized subsequent to acquisition			Gross amount at which carried at close of period						Accumulated depreciation and amortization		Date of construction (4)	Date acquired	Life on which depreciation in latest income statement is computed
			Land		Buildings and improvements					Land		Buildings and improvements		Total (3)
Other
theMART
Illinois
theMART, Chicago	$	675,000	$	64,528	$	319,146	$	414,820		$	64,535	$	733,959	$	798,494	$	311,470	1930	1998	(5)
527 West Kinzie, Chicago	—		5,166		—		32			5,166		32		5,198		—			1998
Total Illinois	675,000		69,694		319,146		414,852			69,701		733,991		803,692		311,470
New York
MMPI Piers	—		—		—		16,412			—		16,412		16,412		3,003			2008	(5)
Total theMART	675,000		69,694		319,146		431,264			69,701		750,403		820,104		314,473
555 California Street	558,914		221,903		893,324		186,321			209,916		1,091,632		1,301,548		294,139		1922,1969 -1970	2007	(5)
220 Central Park South	737,369		115,720		16,445		1,339,283			—		1,471,448		1,471,448		—			2005	(5)
Borgata Land, Atlantic City, NJ	54,551		83,089		—		—			83,089		—		83,089		—			2010	(5)
40 East 66th Residential	—		29,199		85,798		(93,222		)	8,454		13,321		21,775		3,923			2005	(5)
677-679 Madison	—		1,462		1,058		284			1,626		1,178		2,804		478			2006	(5)
Annapolis	—		—		9,652		—			—		9,652		9,652		3,960			2005
Wayne Towne Center	—		—		26,137		56,955			—		83,092		83,092		20,474			2010
Other	—		—		—		4,597			—		4,597		4,597		1,350			2005	(5)
Total Other	2,025,834		521,067		1,351,560		1,925,482			372,786		3,425,323		3,798,109		638,797
Leasehold improvements equipment and other	—		—		—		108,427			—		108,427		108,427		80,220
December 31, 2018	$	8,215,847	$	3,410,579	$	8,070,300	$	4,757,004		$	3,306,280	$	12,931,603	$	16,237,883	$	3,180,175

________________________________________

(1) Initial cost is cost as of January 30, 1982 (the date on which we commenced real estate operations) unless acquired subsequent to that date see Column H.

(2) Represents the contractual debt obligations.

(3) The net basis of Vornado's assets and liabilities for tax reporting purposes is approximately $1.9 billion lower than the amounts reported for financial statement purposes.

(4) Date of original construction –– many properties have had substantial renovation or additional construction –– see Column D.

(5) Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years.

The following is a reconciliation of real estate assets and accumulated depreciation:

	Year Ended December 31,
	2018		2017		2016
Real Estate
Balance at beginning of period	$	14,756,295	$	14,187,820	$	13,545,295
Additions during the period:
Land	170,065		21,298		30,805
Buildings & improvements	1,665,684		598,820		854,194
	16,592,044		14,807,938		14,430,294
Less: Assets sold, written-off and deconsolidated	354,161		51,643		242,474
Balance at end of period	$	16,237,883	$	14,756,295	$	14,187,820
Accumulated Depreciation
Balance at beginning of period	$	2,885,283	$	2,581,514	$	2,356,728
Additions charged to operating expenses	381,500		360,391		346,755
	3,266,783		2,941,905		2,703,483
Less: Accumulated depreciation on assets sold, written-off and deconsolidated	86,608		56,622		121,969
Balance at end of period	$	3,180,175	$	2,885,283	$	2,581,514

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Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Recently Issued Accounting Literature

Recently Issued Accounting Literature

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which was effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our financial statements (see Note 3 - Revenue Recognition).

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASCTopic 825, Financial Instruments. ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 was effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update effective January 1, 2018 using the modified retrospective approach. While the adoption of this update requires us to continue to measure “marketable securities” at fair value on each reporting date, the changes in fair value will be recognized in current period earnings as opposed to “other comprehensive income (loss).” As a result, on January 1, 2018 we recorded a decrease to beginning accumulated deficit of $111,225,000 to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. Subsequent changes in the fair value of our marketable securities will be recorded to “interest and other investment income, net” on our consolidated statements of income. For the year ended December 31, 2018, we recorded a decrease of $26,453,000 in the fair value of our marketable securities which is included in “interest and other investment income, net” on our consolidated statements of income.

2. Basis of Presentation and Significant Accounting Policies – continued

Recently Issued Accounting Literature - continued

In February 2016, the FASB issued an update (“ASU 2016-02”) establishing ASC Topic 842, Leases ("ASC 842"), as amended by subsequent ASUs on the topic, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a two-method approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize an expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by the lessor is largely unchanged from that applied under the existing lease standard. We adopted this standard effective January 1, 2019. We have completed our evaluation of the overall impact of the adoption of ASU 2016-02 on our consolidated financial statements and accounting policies. In transitioning to ASC 842, we elected to use the practical expedient package available to us and did not elect to use hindsight. We have a number of ground leases, which are classified as operating leases, for which we are required to record a right-of-use asset and a lease liability equal to the present value of the remaining minimum lease payments, and will continue to recognize expense on a straight-line basis for these leases. On January 1, 2019, we recorded an aggregate of approximately $527,000,000 of right-of-use assets and corresponding $527,000,000 of lease liabilities as a result of the adoption of this standard.

Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, we will no longer capitalize internal leasing costs and instead will expense these costs as incurred. During the years ended December 31, 2018, 2017 and 2016, we capitalized internal leasing costs of $5,538,000, $5,243,000, and $7,352,000 respectively, excluding the internal leasing costs of our former Washington, DC segment which was spun-off on July 17, 2017.

In February 2017, the FASB issued an update (“ASU 2017-05”) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets to ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 clarifies the scope of recently established guidance on nonfinancial asset derecognition, as well as the accounting for partial sales of nonfinancial assets. This update conforms the derecognition guidance on nonfinancial assets with the model for transactions in ASC 606. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update on January 1, 2018 using the modified retrospective approach applied to all contracts not yet completed. The adoption of this update did not have a material impact on our consolidated financial statements.

In May 2017, the FASB issued an update (“ASU 2017-09”) Scope of Modification Accounting to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. ASU 2017-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this update on January 1, 2018 did not have a material impact on our consolidated financial statements.

In August 2017, the FASB issued an update (“ASU 2017-12”) Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 requires subsequent changes in fair value of a hedging instrument that has been designated and qualifies as a cash flow hedge to be recognized as a component of “other comprehensive income (loss).” ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We early adopted ASU 2017-12 on January 1, 2018 using the modified retrospective approach. The adoption of this update did not have a material impact on our consolidated financial statements.

2. Basis of Presentation and Significant Accounting Policies – continued

In August 2018, the FASB issued an update (“ASU 2018-13”) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of the additional disclosures until the effective date. We are currently evaluating the impact of the adoption of this update on our consolidated financial statements and disclosures.

In October 2018, the FASB issued an update ("ASU 2018-16") Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to ASC 815. ASU 2018-16 expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. ASU 2018-16 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this update effective January 1, 2019. The adoption of this update did not have a material impact on our consolidated financial statements.

Real Estate

Real Estate: Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Additions to real estate include interest and debt expense capitalized during construction of $73,166,000 and $48,231,000 for the years ended December 31, 2018 and 2017, respectively.

Upon the acquisition of real estate we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.

Our properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. We recognized impairment losses of $12,000,000 and $160,700,000 for the years ended December 31, 2018 and 2016, respectively. There were no impairment losses in the year ended December 31, 2017.

The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.

The Fund is accounted for under ASC 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.

Partially Owned Entities

Partially Owned Entities:We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary, or have a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Investments that do not qualify for consolidation or equity method accounting are accounted for under the cost method.

Investments in partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value below the carrying values and we conclude such decline is other-than-temporary. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared.

220 Central Park South Condominium Units Ready For Sale

220 Central Park South Condominium Units Ready For Sale: We are constructing a residential condominium tower at 220 Central Park South ("220 CPS"). Condominium units are reclassed from development costs and construction in progress to 220 Central Park South condominium units ready for sale upon receipt of the unit's temporary certificate of occupancy. These units are substantially complete and ready for sale. Each unit is carried at the lower of its carrying amount or fair value less costs to sell. We have used the relative sales value method to allocate costs to individual condominium units. GAAP income is recognized when legal title transfers upon closing of the condominium unit sales. As of December 31, 2018, none of the 220 CPS condominium units ready for sale have a carrying value that exceeds fair value.

Cash And Cash Equivalents

Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consists of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service (“CDARS”). 

Restricted Cash

Restricted Cash: Restricted cash consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

Allowance For Doubtful Accounts

Allowance for Doubtful Accounts: We periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease agreements. We also maintain an allowance for receivables arising from the straight-lining of rents. These receivables arise from earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates.

Deferred Charges

Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest expense. Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.

Revenue Recognition

On January 1, 2018, we adopted ASC 606 which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires us to recognize for certain of our revenue sources the transfer of promised goods or services to customers in an amount that reflects the consideration we are entitled to in exchange for those goods or services. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our consolidated financial statements.

Our revenues primarily consist of property rentals, tenant expense reimbursements, and fee and other income. We operate in two reportable segments: New York and Other, with a significant portion of our revenues included in the “New York” segment. We have the following revenue sources and revenue recognition policies:

• Base rent is revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease.

• Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when rooms are occupied. Food and beverage and banquet revenue are recognized when the services have been transferred.

• Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows.

• Operating expense reimbursements is revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the common areas of our properties. Revenue is generally recognized in the same period as the related expenses are incurred.

• Tenant services is revenue arising from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred.

• Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities, and includes Building Maintenance Service (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred. Fee and other income also includes lease termination fee income which is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term.

GAAP income from our 220 CPS project is recognized when legal title transfers upon closing of the condominium unit sales

Income Taxes

Income Taxes: Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90%of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100%of its REIT taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 2018, were characterized, for federal income tax purposes, as 91.7% ordinary income and 8.3% long-term capital gain. Dividends distributed for the year ended December 31, 2017, were characterized, for federal income tax purposes, as ordinary income. Dividends distributed for the year ended December 31, 2016, were characterized, for federal income tax purposes, as 83.5% ordinary income and 16.5% long-term capital gain.

 We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result of the reduction of federal corporate income tax rates, we decreased the value of our taxable REIT subsidiaries' deferred tax assets which resulted in additional income tax expense of $34,800,000 in the year ended December 31, 2017.

At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax assets, net of valuation allowances, of $109,949,000 and $69,209,000, respectively, and are included in “other assets” on our consolidated balance sheets. At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax liabilities of $28,676,000 and $13,697,000, respectively, which are included in "other liabilities" on our consolidated balance sheets. The deferred tax assets and liabilities relate to net operating loss carryforwards and temporary differences between the book and tax basis of asset and liabilities. During 2018, we utilized $42,035,000 of deferred tax assets related to net operating loss carryforwards associated with our 220 CPS project.

For the years ended December 31, 2018, 2017 and 2016, we recognized $37,633,000, $42,375,000 and $7,923,000 of income tax expense, respectively, based on effective tax rates of approximately 8.2%, 13.3% and 1.4%, respectively. Income tax expense recorded in each of the years primarily relates to our consolidated taxable REIT subsidiaries, and certain state, local, and franchise taxes. The year ended December 31, 2018 included $16,771,000 of income tax expense relating to the purchase price fair value adjustment recorded upon our acquisition of an additional 44.9% ownership interest in Farley Office and Retail Building and $13,888,000 of income tax expense recognized on the sale of 220 Central Park South condominium units. Income tax expense for the year ended December 31, 2017 included $34,800,000 of additional tax expense resulting from the reduction in the federal corporate tax rate, as discussed above. The Company has no uncertain tax positions recognized as of December 31, 2018 and 2017.

The Operating Partnership’s partners are required to report their respective share of taxable income on their individual tax returns.

For income tax purposes, we recognize revenue associated with our 220 CPS project using the percentage of completion method.

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. 

Stockholders' Equity

As of December 31, 2018, there were 190,535,499 Class A units outstanding that were held by Vornado. These units are classified as “partners’ capital” on the consolidated balance sheets of the Operating Partnership. As of December 31, 2018, there were 12,544,477 Class A units outstanding, that were held by third parties. These units are classified outside of “partners’ capital” as “redeemable partnership units” on the consolidated balance sheets of the Operating Partnership (See Note 12 – Redeemable Noncontrolling Interests/Redeemable Partnership Units).

Fair Value Measurement

ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.

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Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Reconciliation of net income attributable to common shareholders to estimated taxable income

The following table reconciles net income attributable to Vornado common shareholders to estimated taxable income for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net income attributable to Vornado common shareholders	$	384,832		$	162,017		$	823,606
Book to tax differences (unaudited):
Depreciation and amortization	234,325			213,083			302,092
Tangible property regulations	(86,040		)	—			—
Sale of real estate and other capital transactions	31,527			11,991			(39,109		)
Vornado stock options	(22,992		)	(6,383		)	(3,593		)
Earnings of partially owned entities	15,711			(3,054		)	(149,094		)
Impairment losses	11,260			49,062			170,332
Straight-line rent adjustments	(7,133		)	(36,696		)	(137,941		)
Tax expense related to the reduction of our taxable REIT subsidiaries' deferred tax assets	—			32,663			—
Net gain on extinguishment of Skyline properties debt	—			—			(457,970		)
Other, net	18,956			25,057			9,121
Estimated taxable income (unaudited)	$	580,446		$	447,740		$	517,444

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Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Below is a summary of our revenues by segment. Base rent, operating expense reimbursements and lease terminations represent revenues from leases and are recognized in accordance with ASC Topic 840, Leases. Revenues from Hotel Pennsylvania, trade shows, tenant services, BMS cleaning fees, management and leasing fees and other income represent revenues recognized in accordance with ASC 606. Additional financial information related to these reportable segments for the years ended December 31, 2018, 2017 and 2016 is set forth in Note 25 - Segment Information.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total		New York		Other
Base rent	$	1,623,122	$	1,371,182	$	251,940
Hotel Pennsylvania	94,399		94,399		—
Trade shows	42,684		—		42,684
Property rentals	1,760,205		1,465,581		294,624
Operating expense reimbursements	193,207		177,044		16,163
Tenant services	53,921		41,351		12,570
Tenant expense reimbursements	247,128		218,395		28,733
BMS cleaning fees	120,357		129,088		(8,731		)	(1)
Management and leasing fees	13,324		12,203		1,121
Lease termination fees	2,144		858		1,286
Other income	20,562		9,911		10,651
Fee and other income	156,387		152,060		4,327
Total revenues	$	2,163,720	$	1,836,036	$	327,684

(Amounts in thousands)	For the Year Ended December 31, 2017
	Total		New York		Other
Base rent	$	1,583,443	$	1,347,270	$	236,173
Hotel Pennsylvania	89,302		89,302		—
Trade shows	42,207		—		42,207
Property rentals	1,714,952		1,436,572		278,380
Operating expense reimbursements	179,381		165,347		14,034
Tenant services	54,043		42,273		11,770
Tenant expense reimbursements	233,424		207,620		25,804
BMS cleaning fees	104,143		110,986		(6,843		)	(1)
Management and leasing fees	10,087		8,599		1,488
Lease termination fees	8,171		7,955		216
Other income	13,349		7,575		5,774
Fee and other income	135,750		135,115		635
Total revenues	$	2,084,126	$	1,779,307	$	304,819

____________________

See notes on the following page.

3. Revenue Recognition - continued

(Amounts in thousands)	For the Year Ended December 31, 2016
	Total		New York		Other
Base rent	$	1,538,605	$	1,313,611	$	224,994
Hotel Pennsylvania	80,785		80,785		—
Trade shows	42,703		—		42,703
Property rentals	1,662,093		1,394,396		267,697
Operating expense reimbursements	166,103		154,734		11,369
Tenant services	55,460		44,304		11,156
Tenant expense reimbursements	221,563		199,038		22,525
BMS cleaning fees	93,425		97,612		(4,187		)	(1)
Management and leasing fees	8,243		7,531		712
Lease termination fees	8,770		7,705		1,065
Other income	9,648		7,092		2,556
Fee and other income	120,086		119,940		146
Total revenues	$	2,003,742	$	1,713,374	$	290,368

____________________

(1) Represents the elimination of intercompany fees from the New York segment upon consolidation.

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Real Estate Fund Investments (Tables)

12 Months Ended

Dec. 31, 2018

Real Estate Fund Investments [Abstract]

Schedule Of Income And Loss From The Fund

Below is a summary of (loss) income from the Fund and the Crowne Plaza Joint Venture for the years ended December 31, 2018, 2017 and 2016.    

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net investment income	$	6,105		$	18,507		$	17,053
Net unrealized loss on held investments	(83,794		)	(25,807		)	(41,162		)
Net realized (loss) gain on exited investments	(912		)	36,078			14,761
Previously recorded unrealized gain on exited investment	—			(25,538		)	(14,254		)
Transfer Tax	(10,630		)	—			—
(Loss) income from real estate fund investments	(89,231		)	3,240			(23,602		)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	61,230			(14,044		)	2,560
Loss from real estate fund investments attributable to the Operating Partnership (includes $4,252 of loss related to One Park Avenue potential additional transfer taxes and reduction in carried interest for the year ended December 31, 2018)	(28,001		)	(10,804		)	(21,042		)
Less loss attributable to noncontrolling interests in the Operating Partnership	1,732			673			1,270
Loss from real estate fund investments attributable to Vornado	$	(26,269	)	$	(10,131	)	$	(19,772	)

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Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2018

Marketable Securities [Abstract]

Unrealized Gain (Loss) on Investments

The table below summarizes the changes of our marketable securities portfolio for the year ended December 31, 2018.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			Lexington Realty Trust			Other
Beginning balance	$	182,752		$	178,226		$	4,526
(Decrease) increase in fair value of marketable securities(1)	(26,453		)	(26,596		)	143
Sale of marketable securities	(4,101		)	—			(4,101		)
Ending balance	$	152,198		$	151,630		$	568

________________________________________

(1) Included in “interest and other investment income, net” on our consolidated statements of income (see Note 17 - Interest and Other Investment Income, Net).

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Investments in Partially Owned Entities (Tables)

12 Months Ended

Dec. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Below is a schedule summarizing our investments in partially owned entities.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	As of December 31,
		2018			2017
Investments:
Partially owned office buildings/land(1)	Various	$	499,005		$	504,393
Alexander’s	32.4%	107,983			126,400
PREIT	7.9%	59,491			66,572
UE	4.5%	45,344			46,152
Other investments(2)	Various	146,290			313,312
		$	858,113		$	1,056,829
330 Madison Avenue(3)	25.0%	$	(58,117	)	$	(53,999	)
7 West 34th Street(4)	53.0%	(51,579		)	(47,369		)
		$	(109,696	)	$	(101,368	)

________________________________________

(1) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 85 Tenth Avenue, 61 Ninth Avenue and others.

(2) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details).

(3) Our negative basis resulted from a refinancing distribution and is included in "other liabilities" on our consolidated balance sheets.

(4) Our negative basis results from a deferred gain from the sale of a 47.0% ownership interest in the property on May 27, 2016 and is included in "other liabilities" on our consolidated balance sheets.

7. Investments in Partially Owned Entities – continued

Below is a schedule of net income (loss) from partially owned entities.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	As of December 31,
		2018			2017			2016
Our share of net income (loss):
Alexander's (see page 127 for details):
Equity in net income(1)	32.4%	$	10,485		$	25,820		$	27,470
Management, leasing and development fees		4,560			6,033			6,770
		15,045			31,853			34,240
UE (see page 128 for details):
Equity in net income(2)	4.5%	4,227			26,658			5,003
Management fees		233			670			836
		4,460			27,328			5,839
Partially owned office buildings(3)	Various	(3,085		)	2,109			5,773
PREIT (see page 128 for details)(4)	7.9%	(3,015		)	(53,325		)	(5,213		)
Other investments(5)	Various	(4,256		)	7,235			128,309
		$	9,149		$	15,200		$	168,948

____________________

(1) 2018 includes (i) our $7,708 share of Alexander's potential additional Transfer Tax, (ii) our $3,882 share of expense related to the decrease in fair value of marketable securities held by Alexander’s, (iii) our $1,085 share of a non-cash straight-line rent write-off adjustment related to Sears Roebuck and Co. which filed for Chapter 11 bankruptcy relief and (iv) our $518 share of Alexander’s litigation expense due to a settlement. 

(2) 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances.

(3) Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of potential additional Transfer Tax related to the March 2011 acquisition of One Park Avenue (see Note 5 - Real Estate Fund Investments).

(4) 2017 includes a $44,465 non-cash impairment loss.

(5) Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2018, 2017 and 2016, we recognized net losses of $4,873, $25,414, and $41,532, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. In 2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55%$625,000 refinancing of the property and we received net proceeds of $191,779 in repayment of our existing loans and preferred equity investments. We recognized $160,843 of income and no tax gain as a result of this transaction.

7. Investments in Partially Owned Entities – continued

Below is a summary of the debt of our partially owned entities as of December 31, 2018 and 2017.

(Amounts in thousands)	Percentage Ownership at December 31, 2018	Maturity	Interest Rate at December 31, 2018	100% Partially Owned Entities’ Debt at December 31,(1)
				2018		2017
Partially owned office buildings(2):
Mortgages payable	Various	2019-2026	4.18%	$	3,985,855	$	3,934,894
PREIT:
Mortgages payable	7.9%	2020-2025	3.81%	1,642,408		1,586,045
UE:
Mortgages payable	4.5%	2021-2034	4.09%	1,563,375		1,415,806
Alexander's:
Mortgages payable	32.4%	2021-2025	3.67%	1,170,544		1,252,440
Other(3):
Mortgages payable and other	Various	2019-2025	4.57%	1,358,706		8,601,383

________________________________________

(1) All amounts are non-recourse to us except the $300,000 mortgage loan on 7 West 34th Street which we guaranteed in connection with the sale of a 47.0% equity interest in May 2016.

(2) Includes 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.

(3) Includes Independence Plaza, Rosslyn Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street, Toys, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details).

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,682,865,000 and $5,288,276,000 as of December 31, 2018 and 2017, respectively.

Summary of Condensed Combined Financial Information

The following is a summary of condensed combined financial information for all of our partially owned entities, including Alexander’s, as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	Balance as of December 31,
	2018		2017
Balance Sheet:
Assets	$	13,258,000	$	24,812,000
Liabilities	10,456,000		22,739,000
Noncontrolling interests	139,000		140,000
Equity	2,663,000		1,933,000

(Amounts in thousands)	For the Year Ended December 31,
	2018		2017			2016
Income Statement:
Total revenue	$	1,798,000	$	12,991,000		$	13,600,000
Net loss	52,000		(542,000		)	(65,000		)

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Dispositions (Tables)

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Schedule Of Assets And Liabilities And Results Of Operations Related To Discontinued Operations

The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2018 and 2017, and their combined results of operations and cash flows for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	Balance as of December 31,
	2018		2017
Assets related to discontinued operations (included in other assets)	$	113	$	1,357
Liabilities related to discontinued operations (included in other liabilities)	$	55	$	3,620

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Income (loss) from discontinued operations:
Total revenues	$	1,114		$	261,290		$	521,084
Total expenses	1,094			212,169			442,032
	20			49,121			79,052
Net gains on sale of real estate, a lease position and other	618			6,605			20,376
JBGS spin-off transaction costs	—			(68,662		)	(16,586		)
Income (loss) from partially-owned entities	—			435			(3,559		)
Net gain on early extinguishment of debt	—			—			487,877
Impairment losses	—			—			(161,165		)
Pretax income (loss) from discontinued operations	638			(12,501		)	405,995
Income tax expense	—			(727		)	(1,083		)
Income (loss) from discontinued operations	$	638		$	(13,228	)	$	404,912
Cash flows related to discontinued operations:
Cash flows from operating activities	$	(1,683	)	$	42,578		$	157,484
Cash flows from investing activities	—			(48,377		)	(216,125		)

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Identified Intangible Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Finite-Lived Intangible Assets and Liabilities

Schedule of Identified Intangible Assets and Intangible Liabilities

The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases) as of December 31, 2018 and 2017.

(Amounts in thousands)	Balance as of December 31,
	2018			2017
Identified intangible assets:
Gross amount	$	308,895		$	310,097
Accumulated amortization	(172,114		)	(150,837		)
Total, net	$	136,781		$	159,260
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	503,373		$	530,497
Accumulated amortization	(341,779		)	(324,897		)
Total, net	$	161,594		$	205,600

Below Market Leases Net Of Above Market Leases

Finite-Lived Intangible Assets and Liabilities

Schedule of future amortization expense of intangible assets

Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	24,661
2020	23,591
2021	18,857
2022	15,746
2023	13,215

Other Identified Intangible Assets

Finite-Lived Intangible Assets and Liabilities

Schedule of future amortization expense of intangible assets

Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	13,726
2020	13,513
2021	11,974
2022	10,244
2023	10,157

Tenant Under Ground Leases

Finite-Lived Intangible Assets and Liabilities

Schedule of future amortization expense of intangible assets

Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:

(Amounts in thousands)
2019	$	1,747
2020	1,747
2021	1,747
2022	1,747
2023	1,747

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Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Schedule of Debt

The following is a summary of our debt:

(Amounts in thousands)	Weighted Average Interest Rate at December 31, 2018	Balance at December 31,
		2018			2017
Mortgages Payable:
Fixed rate	3.53%	$	5,003,465		$	5,461,706
Variable rate	4.33%	3,212,382			2,742,133
Total	3.84%	8,215,847			8,203,839
Deferred financing costs, net and other		(48,049		)	(66,700		)
Total, net		$	8,167,798		$	8,137,139
Unsecured Debt:
Senior unsecured notes	4.21%	$	850,000		$	850,000
Deferred financing costs, net and other		(5,998		)	(6,386		)
Senior unsecured notes, net		844,002			843,614
Unsecured term loan	3.87%	750,000			750,000
Deferred financing costs, net and other		(5,179		)	(1,266		)
Unsecured term loan, net		744,821			748,734
Unsecured revolving credit facilities	3.46%	80,000			—
Total, net		$	1,668,823		$	1,592,348

Schedule of Maturities of Long-Term Debt

As of December 31, 2018, the principal repayments required for the next five yearsand thereafter are as follows:

(Amounts in thousands)	Mortgages Payable		Senior Unsecured Debt and Unsecured Resolving Credit Unsecured Facilities
Year Ended December 31,
2019	$	2,569,332	$	—
2020	2,192,567		—
2021	1,613,948		80,000
2022	950,000		400,000
2023	391,800		—
Thereafter	498,200		1,200,000

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Redeemable Noncontrolling Interests / Redeemable Partnership Units (Tables)

12 Months Ended

Dec. 31, 2018

Noncontrolling Interest [Abstract]

Operating Partnership Units Held By Third Parties

Below are the details of redeemable noncontrolling interests/redeemable partnership units as of December 31, 2018 and 2017.

(Amounts in thousands, except units and per unit amounts)	Balance as of December 31,				Units Outstanding at December 31,		Per Unit Liquidation Preference		Preferred or Annual Distribution Rate
Unit Series	2018		2017		2018	2017
Common:
Class A units held by third parties	$	778,134	$	979,509	12,544,477	12,528,899	n/a		$	2.52
Perpetual Preferred/Redeemable Preferred(1):
5.00% D-16 Cumulative Redeemable	$	1,000	$	1,000	1	1	$	1,000,000.00	$	50,000.00
3.25% D-17 Cumulative Redeemable	$	4,428	$	4,428	177,100	177,100	$	25.00	$	0.8125

________________________________________

(1) Holders may tender units for redemption to the Operating Partnership for cash at their stated redemption amount; Vornado, at its option, may assume that obligation and pay the holders either cash or Vornado preferred shares on a one-for-one basis. These units are redeemable at Vornado's option at any time.

Summary Of Activity Of Redeemable Noncontrolling Interests

Below is a table summarizing the activity of redeemable noncontrolling interests/redeemable partnership units.

(Amounts in thousands)
Balance, December 31, 2016	$	1,278,446
Net income	10,910
Other comprehensive income	643
Distributions	(33,229		)
Redemption of Class A units for Vornado common shares, at redemption value	(38,747		)
Adjustments to carry redeemable Class A units at redemption value (including $224,069 attributable to the spin-off of JBGS)	(268,494		)
Other, net	35,408
Balance, December 31, 2017	984,937
Net income	25,672
Other comprehensive loss	(836		)
Distributions	(31,828		)
Redemption of Class A units for Vornado common shares, at redemption value	(17,068		)
Adjustments to carry redeemable Class A units at redemption value	(198,064		)
Other, net	20,749
Balance, December 31, 2018	$	783,562

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Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2018

Schedule Of Preferred Units

The following table sets forth the details of our preferred shares of beneficial interest and the preferred units of the Operating Partnership as of December 31, 2018 and 2017.

(Amounts in thousands, except share/unit and per share/per unit amounts)
							Per Share/Unit
	Balance as of December 31,				Shares/Units Outstanding at December 31,		Liquidation Preference		Annual Dividend/ Distribution(1)
Preferred Shares/Units	2018		2017		2018	2017
Convertible Preferred:
6.5% Series A: authorized 83,977 shares/units(2)	$	1,071	$	1,102	18,580	19,573	$	50.00	$	3.25
Cumulative Redeemable Preferred:
5.70% Series K: authorized 12,000,000 shares/units(3)	290,971		290,971		12,000,000	12,000,000	25.00		1.425
5.40% Series L: authorized 12,000,000 shares/units(3)	290,306		290,306		12,000,000	12,000,000	25.00		1.35
5.25% Series M: authorized 12,780,000 shares/units(3)	308,946		309,609		12,780,000	12,780,000	25.00		1.3125
	$	891,294	$	891,988	36,798,580	36,799,573

________________________________________

(1) Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.

(2) Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A Preferred Share/Unit.

(3) Redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption.

During 2018, we paid an aggregate of $55,115,000 of preferred dividends.

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table sets forth the changes in accumulated other comprehensive income (loss) by component.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			Securities available- for-sale			Pro rata share of nonconsolidated subsidiaries' OCI			Interest rate swap			Other
Balance as of December 31, 2017	$	128,682		$	109,554		$	3,769		$	23,542		$	(8,183	)
Cumulative effect of accounting change (see Note 2)	(108,374		)	(109,554		)	(1,671		)	2,851			—
Net current period other comprehensive income	(12,644		)	—			1,155			(14,634		)	835
Balance as of December 31, 2018	$	7,664		$	—		$	3,253		$	11,759		$	(7,348	)

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2018

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

Fair value, measurement inputs, disclosure

The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of December 31, 2018 and 2017, respectively. 

(Amounts in thousands)	As of December 31, 2018
	Total		Level 1		Level 2		Level 3
Marketable securities	$	152,198	$	152,198	$	—	$	—
Real estate fund investments	318,758		—		—		318,758
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	96,524		58,716		—		37,808
Interest rate swaps (included in other assets)	27,033		—		27,033		—
Total assets	$	594,513	$	210,914	$	27,033	$	356,566
Mandatorily redeemable instruments (included in other liabilities)	$	50,561	$	50,561	$	—	$	—
Interest rate swaps (included in other liabilities)	15,236		—		15,236		—
Total liabilities	$	65,797	$	50,561	$	15,236	$	—

(Amounts in thousands)	As of December 31, 2017
	Total		Level 1		Level 2		Level 3
Marketable securities	$	182,752	$	182,752	$	—	$	—
Real estate fund investments	354,804		—		—		354,804
Deferred compensation plan assets ($11,545 included in restricted cash and $97,632 in other assets)	109,177		69,049		—		40,128
Interest rate swaps (included in other assets)	27,472		—		27,472		—
Total assets	$	674,205	$	251,801	$	27,472	$	394,932
Mandatorily redeemable instruments ($50,561 included in other liabilities)	$	520,561	$	520,561	$	—	$	—
Interest rate swaps (included in other liabilities)	1,052		—		1,052		—
Total liabilities	$	521,613	$	520,561	$	1,052	$	—

Fair value measurements, nonrecurring

The fair values of real estate assets required to be measured for impairment were determined using comparable sales activity.

(Amounts in thousands)	As of December 31, 2018
	Total		Level 1		Level 2		Level 3
Real estate asset	$	14,971	$	—	$	—	$	14,971

Schedule of carrying amounts and fair values of financial instruments

The table below summarizes the carrying amounts and fair value of these financial instruments as of December 31, 2018 and 2017.

(Amounts in thousands)	As of December 31, 2018					As of December 31, 2017
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents	$	261,981		$	262,000	$	1,500,227		$	1,500,000
Debt:
Mortgages payable	$	8,215,847		$	8,179,000	$	8,203,839		$	8,194,000
Senior unsecured notes	850,000			847,000		850,000			878,000
Unsecured term loan	750,000			750,000		750,000			750,000
Unsecured revolving credit facilities	80,000			80,000		—			—
Total	$	9,895,847	(1)	$	9,856,000	$	9,803,839	(1)	$	9,822,000

Real estate fund investments

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

Fair value inputs quantitative information

Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments as of December 31, 2018 and 2017.    

	Range		Weighted Average (based on fair value of investments)
Unobservable Quantitative Input	December 31, 2018	December 31, 2017	December 31, 2018	December 31, 2017
Discount rates	10.0% to 15.0%	2.0% to 14.9%	13.4%	11.9%
Terminal capitalization rates	5.4% to 7.7%	4.7% to 6.7%	5.7%	5.5%

Summary of changes in level 3 plan assets

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Beginning balance	$	354,804		$	462,132
Net unrealized loss on held investments	(83,794		)	(25,807		)
Purchases/additional fundings	68,950			—
Dispositions	(20,290		)	(91,606		)
Net realized (loss) gain on exited investments	(912		)	36,078
Previously recorded unrealized gain on exited investment	—			(25,538		)
Other, net	—			(455		)
Ending balance	$	318,758		$	354,804

Deferred Compensation Plan Assets

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

Schedule of carrying amounts and fair values of financial instruments

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the years ended December 31, 2018 and 2017.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017
Beginning balance	$	40,128		$	57,444
Sales	(12,621		)	(27,715		)
Purchases	9,183			5,786
Realized and unrealized (losses) gains	(274		)	2,519
Other, net	1,392			2,094
Ending balance	$	37,808		$	40,128

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Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule Of Other Share Based Compensation, Activity

Below is a summary of our stock-based based compensation expense, a component of "general and administrative" expenses on our consolidated statements of income, during the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	December 31,
	2018		2017		2016
OP Units	$	17,763	$	20,630	$	21,136
OPPs	10,689		10,723		11,055
AO LTIP Units	2,113		—		—
Vornado stock options	587		747		937
Vornado restricted stock	570		729		851
	$	31,722	$	32,829	$	33,979

Schedule of Unrecognized Compensation Expense

Below is a summary of unrecognized compensation expense for the year ended December 31, 2018.

(Amounts in thousands)	December 31, 2018		Weighted-Average Remaining Contractual Term
OP Units	$	17,930	1.6
OPPs	3,798		1.8
AO LTIP Units	1,371		1.6
Vornado stock options	902		1.7
Vornado restricted stock	913		1.7
	$	24,914	1.6

Schedule Of Share Based Compensation Restricted Operating Partnership Units Earned

Below is the summary of the OPP units granted during the years December 31, 2018, 2017 and 2016.

Plan Year	Total Plan Notional Amount		Percentage of Notional Amount Granted		Grant Date Fair Value(1)		OPP Units Earned
2018	$	35,000,000	78.2	%	$	10,300,000	To be determined in 2021
2017	35,000,000		86.6	%	10,800,000		To be determined in 2020
2016	40,000,000		86.7	%	11,800,000		Not earned

________________________________________

(1) During the years ended December 31, 2018, 2017 and 2016, $8,040,000, $7,558,000, and $7,250,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service). The remaining $10,052,000, in aggregate, is being amortized into expense over a 5-year period from the date of each grant, using a graded vesting attribution model.

Schedule Of Share Based Compensation Stock Options Activity

Below is a summary of Vornado’s stock option activity for the year ended December 31, 2018.

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2018	2,823,900		$	46.62
Granted	33,897		72.40
Exercised	(620,157	)	28.52
Cancelled or expired	(7,347	)	75.25
Outstanding at December 31, 2018	2,230,293		$	51.95	1.6	$	26,464,877
Options vested and expected to vest at December 31, 2018	2,240,526		$	52.13	1.6	$	26,472,765
Options exercisable at December 31, 2018	2,162,843		$	51.15	1.4	$	26,464,877

Below is a summary of AO LTIP Units activity for the year ended December 31, 2018. 

	Units		Weighted-Average Grant-Date Fair Value
Granted at January 12, 2018	185,046		$	72.40
Cancelled or expired	(6,200	)	72.40
Outstanding at December 31, 2018	178,846		72.40

Schedule Of Share Based Payment Award Stock Options Valuation Assumptions

The fair value of each AO LTIP Units granted is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the year ended December 31, 2018.

	December 31, 2018
Expected volatility	35%
Expected life	5.0 years
Risk free interest rate	2.25%
Expected dividend yield	2.9%

he fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the years ended December 31, 2018, 2017 and 2016.

	December 31,
	2018	2017	2016
Expected volatility	35%	35%	35%
Expected life	5.0 years	5.0 years	5.0 years
Risk free interest rate	2.25%	1.95%	1.76%
Expected dividend yield	2.9%	3.0%	3.2%

The weighted average grant date fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $18.42, $25.84 and $22.14 , respectively. Cash received from option exercises for the years ended December 31, 2018, 2017 and 2016 was $5,927,000, $28,253,000 and $6,825,000, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016 was $25,820,000, $9,178,000 and $5,519,000, respectively.

Schedule Of Share Based Compensation Restricted Operating Partnership Units Activity

Below is a summary of restricted OP unit activity for the year ended December 31, 2018.

Unvested Units	Units		Weighted-Average Grant-Date Fair Value
Unvested at January 1, 2018	628,962		$	76.13
Granted	267,203		65.36
Vested	(246,670	)	73.12
Cancelled or expired	(7,651	)	76.62
Unvested at December 31, 2018	641,844		72.79

Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity

Below is a summary of Vornado’s restricted stock activity for the year ended December 31, 2018.

Unvested Shares	Shares		Weighted-Average Grant-Date Fair Value
Unvested at January 1, 2018	14,845		$	81.05
Granted	8,602		72.40
Vested	(6,247	)	78.75
Cancelled or expired	(514	)	78.38
Unvested at December 31, 2018	16,686		77.54

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Interest and Other Investment Income, Net (Tables)

12 Months Ended

Dec. 31, 2018

Interest and Other Income [Abstract]

Schedule of interest and other investment income (loss), net

The following table sets forth the details of our interest and other investment income, net:

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017		2016
(Decrease) increase in fair value of marketable securities:
Lexington Realty Trust	$	(26,596	)	$	—	$	—
Other	143			—		—
	(26,453		)	—		—
Interest on cash and cash equivalents and restricted cash	15,827			8,171		3,622
Dividends on marketable securities	13,339			13,276		13,135
Interest on loans receivable(1)	10,298			4,352		3,890
Other, net	4,046			5,062		3,688
	$	17,057		$	30,861	$	24,335

________________________________________

(1) Includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us for the year ended December 31, 2018.

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Interest and Debt Expense (Tables)

12 Months Ended

Dec. 31, 2018

Interest and Debt Expense [Abstract]

Interest And Debt Expense

The following table sets forth the details of interest and debt expense. 

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Interest expense	$	389,136		$	359,819		$	328,398
Amortization of deferred financing costs	31,979			34,066			32,185
Capitalized interest and debt expense	(73,166		)	(48,231		)	(30,343		)
	$	347,949		$	345,654		$	330,240

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Income Per Share / Income Per Class A Unit (Tables)

12 Months Ended

Dec. 31, 2018

Earnings per share

Schedule of Earnings Per Share Basic and Diluted

Vornado Realty Trust

The following table provides a reconciliation of both net income attributable to Vornado and the number of common shares used in the computation of (i) basic income per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income per common share - which includes the weighted average common shares and dilutive share equivalents. Dilutive share equivalents may include our Series A convertible preferred shares, employee stock options, restricted stock awards, OP Units, AO LTIP Units and OPPs.

(Amounts in thousands, except per share amounts)	Year Ended December 31,
	2018			2017			2016
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests	$	449,356		$	239,824		$	526,686
Income (loss) from discontinued operations, net of income attributable to noncontrolling interests	598			(12,408		)	380,231
Net income attributable to Vornado	449,954			227,416			906,917
Preferred share dividends	(50,636		)	(65,399		)	(75,903		)
Preferred share issuance costs	(14,486		)	—			(7,408		)
Net income attributable to common shareholders	384,832			162,017			823,606
Earnings allocated to unvested participating securities	(44		)	(46		)	(96		)
Numerator for basic income per share	384,788			161,971			823,510
Impact of assumed conversions:
Earnings allocated to Out-Performance Plan units	174			230			806
Convertible preferred share dividends	62			—			86
Numerator for diluted income per share	$	385,024		$	162,201		$	824,402
Denominator:
Denominator for basic income per share – weighted average shares	190,219			189,526			188,837
Effect of dilutive securities (1):
Employee stock options and restricted share awards	933			1,448			1,064
Out-Performance Plan units	101			284			230
Convertible preferred shares	37			—			42
Denominator for diluted income per share – weighted average shares and assumed conversions	191,290			191,258			190,173
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net	$	2.02		$	0.92		$	2.35
Income (loss) from discontinued operations, net	—			(0.07		)	2.01
Net income per common share	$	2.02		$	0.85		$	4.36
INCOME PER COMMON SHARE – DILUTED:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	—			(0.06		)	2.00
Net income per common share	$	2.01		$	0.85		$	4.34

________________________________________

(1) The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 12,232, 12,165 and12,022weighted average common share equivalents, respectively, as their effect was anti-dilutive.

Vornado Realty L.P.

Earnings per share

Schedule of Earnings Per Share Basic and Diluted

Vornado Realty L.P.

The following table provides a reconciliation of both net income attributable to Vornado Realty L.P. and the number of Class A units used in the computation of (i) basic income per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units, and (ii) diluted income per Class A unit - which includes the weighted average Class A units and dilutive unit equivalents. Dilutive unit equivalents may include our Series A convertible preferred units, Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs.  

(Amounts in thousands, except per unit amounts)	Year Ended December 31,
	2018			2017			2016
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests	$	474,988		$	251,554		$	555,659
Income (loss) from discontinued operations	638			(13,228		)	404,912
Net income attributable to Vornado Realty L.P.	475,626			238,326			960,571
Preferred unit distributions	(50,830		)	(65,593		)	(76,097		)
Preferred unit issuance costs	(14,486		)	—			(7,408		)
Net income attributable to Class A unitholders	410,310			172,733			877,066
Earnings allocated to unvested participating securities	(2,973		)	(3,232		)	(4,177		)
Numerator for basic income per Class A unit	407,337			169,501			872,889
Impact of assumed conversions:
Convertible preferred unit distributions	62			—			86
Numerator for diluted income per Class A unit	$	407,399		$	169,501		$	872,975
Denominator:
Denominator for basic income per Class A unit – weighted average units	202,068			201,214			200,350
Effect of dilutive securities (1):
Vornado stock options and restricted unit awards	1,307			2,086			1,625
Convertible preferred units	37			—			42
Denominator for diluted income per Class A unit – weighted average units and assumed conversions	203,412			203,300			202,017
INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net	$	2.01		$	0.91		$	2.34
Income (loss) from discontinued operations, net	0.01			(0.07		)	2.02
Net income per Class A unit	2.02			0.84			4.36
INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net	$	2.00		$	0.90		$	2.32
Income (loss) from discontinued operations, net	—			(0.07		)	2.00
Net income per Class A unit	$	2.00		$	0.83		$	4.32

________________________________________

(1) The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 110, 124 and 178 weighted average Class A unit equivalents, respectively, as their effect was anti-dilutive.

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Leases (Tables)

12 Months Ended

Dec. 31, 2018

Leases [Abstract]

Schedule Of Future Base Rental

As of December 31, 2018, future base rental revenue under non-cancelable operating leases, excluding rents for leases with an original term of less than one year and rents resulting from the exercise of renewal options, are as follows:

(Amounts in thousands)
Year Ending December 31:
2019	$	1,547,162
2020	1,510,097
2021	1,465,024
2022	1,407,615
2023	1,269,141
Thereafter	5,832,467

Schedule Of Future Minimum Rental Payments For Operating Leases

Future minimum lease payments under operating leases at December 31, 2018 are as follows:

(Amounts in thousands)
Year Ending December 31:
2019	$	46,147
2020	45,258
2021	42,600
2022	43,840
2023	44,747
Thereafter	1,612,627

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Summary of Quarterly Results (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Data

Schedule Of Quarterly Financial Information

The following summary represents the results of operations for each quarter in 2018 and 2017:

(Amounts in thousands, except per share amounts)			Net Income (Loss) Attributable to Common Shareholders (1)			Net Income (Loss) Per Common Share (2)
	Revenues					Basic			Diluted
2018
December 31	$	543,417	$	100,494		$	0.53		$	0.53
September 30	542,048		190,645			1.00			1.00
June 30	541,818		111,534			0.59			0.58
March 31	536,437		(17,841		)	(0.09		)	(0.09		)
2017
December 31	$	536,226	$	27,319		$	0.14		$	0.14
September 30	528,755		(29,026		)	(0.15		)	(0.15		)
June 30	511,087		115,972			0.61			0.61
March 31	508,058		47,752			0.25			0.25

____________________

(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations.

(2) The total for the year may differ from the sum of the quarters as a result of weighting.

Vornado Realty L.P.

Quarterly Financial Data

Schedule Of Quarterly Financial Information

The following summary represents the results of operations for each quarter in 2018 and 2017:

(Amounts in thousands, except per unit amounts)			Net Income (Loss) Attributable to Class A Unitholders (1)			Net Income (Loss) Per Class A Unit (2)
	Revenues					Basic			Diluted
2018
December 31	$	543,417	$	107,125		$	0.53		$	0.52
September 30	542,048		203,268			1.00			0.99
June 30	541,818		118,931			0.58			0.58
March 31	536,437		(19,014		)	(0.10		)	(0.10		)
2017
December 31	$	536,226	$	29,123		$	0.14		$	0.14
September 30	528,755		(30,952		)	(0.16		)	(0.16		)
June 30	511,087		123,630			0.61			0.61
March 31	508,058		50,932			0.25			0.25

____________________

(1) Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations.

(2) The total for the year may differ from the sum of the quarters as a result of weighting.

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Schedule of Segment Information

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31,
	2018			2017			2016
Net income	$	422,603		$	264,128		$	981,922
Deduct:
Income from partially owned entities	(9,149		)	(15,200		)	(168,948		)
Loss (income) from real estate fund investments	89,231			(3,240		)	23,602
Interest and other investment income, net	(17,057		)	(30,861		)	(24,335		)
Net gains on disposition of wholly owned and partially owned assets	(246,031		)	(501		)	(160,433		)
Purchase price fair value adjustment	(44,060		)	—			—
(Income) loss from discontinued operations	(638		)	13,228			(404,912		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(65,311		)	(66,182		)
Add:
Depreciation and amortization expense	446,570			429,389			421,023
General and administrative expense	141,871			150,782			143,643
Transaction related costs, impairment loss and other	31,320			1,776			9,451
NOI from partially owned entities	253,564			269,164			271,114
Interest and debt expense	347,949			345,654			330,240
Income tax expense	37,633			42,375			7,923
NOI at share	1,382,620			1,401,383			1,364,108
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(86,842		)	(170,477		)
NOI at share - cash basis	$	1,337,916		$	1,314,541		$	1,193,631

25. Segment Information - continued

Below is a summary of NOI at share and selected balance sheet data by segment for the years ended December 31, 2018, 2017 and 2016.

(Amounts in thousands)	For the Year Ended December 31, 2018
	Total			New York			Other
Total revenues	$	2,163,720		$	1,836,036		$	327,684
Operating expenses	963,478			806,464			157,014
NOI - consolidated	1,200,242			1,029,572			170,670
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186		)	(48,490		)	(22,696		)
Add: Our share of NOI from partially owned entities	253,564			195,908			57,656
NOI at share	1,382,620			1,176,990			205,630
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704		)	(45,427		)	723
NOI at share - cash basis	$	1,337,916		$	1,131,563		$	206,353
Balance Sheet Data:
Real estate, at cost	$	16,237,883		$	12,351,943		$	3,885,940
Investments in partially owned entities	858,113			719,456			138,657
Total assets	17,180,794			14,628,712			2,552,082

(Amounts in thousands)	For the Year Ended December 31, 2017
	Total			New York			Other
Total revenues	$	2,084,126		$	1,779,307		$	304,819
Operating expenses	886,596			756,670			129,926
NOI - consolidated	1,197,530			1,022,637			174,893
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(65,311		)	(45,899		)	(19,412		)
Add: Our share of NOI from partially owned entities	269,164			189,327			79,837
NOI at share	1,401,383			1,166,065			235,318
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(86,842		)	(79,202		)	(7,640		)
NOI at share - cash basis	$	1,314,541		$	1,086,863		$	227,678
Balance Sheet Data:
Real estate, at cost	$	14,756,295		$	11,025,092		$	3,731,203
Investments in partially owned entities	1,056,829			861,430			195,399
Total assets	17,397,934			13,780,817			3,617,117

(Amounts in thousands)	For the Year Ended December 31, 2016
	Total			New York			Other
Total revenues	$	2,003,742		$	1,713,374		$	290,368
Operating expenses	844,566			716,754			127,812
NOI - consolidated	1,159,176			996,620			162,556
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(66,182		)	(47,480		)	(18,702		)
Add: Our share of NOI from partially owned entities	271,114			159,386			111,728
NOI at share	1,364,108			1,108,526			255,582
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(170,477		)	(143,239		)	(27,238		)
NOI at share - cash basis	$	1,193,631		$	965,287		$	228,344

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SEC Schedule III Rollforward of Real Estate Assets and Accumulated Depreciation (Tables)

12 Months Ended

Dec. 31, 2018

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule of Real Estate Properties

The following is a reconciliation of real estate assets and accumulated depreciation:

	Year Ended December 31,
	2018		2017		2016
Real Estate
Balance at beginning of period	$	14,756,295	$	14,187,820	$	13,545,295
Additions during the period:
Land	170,065		21,298		30,805
Buildings & improvements	1,665,684		598,820		854,194
	16,592,044		14,807,938		14,430,294
Less: Assets sold, written-off and deconsolidated	354,161		51,643		242,474
Balance at end of period	$	16,237,883	$	14,756,295	$	14,187,820
Accumulated Depreciation
Balance at beginning of period	$	2,885,283	$	2,581,514	$	2,356,728
Additions charged to operating expenses	381,500		360,391		346,755
	3,266,783		2,941,905		2,703,483
Less: Accumulated depreciation on assets sold, written-off and deconsolidated	86,608		56,622		121,969
Balance at end of period	$	3,180,175	$	2,885,283	$	2,581,514

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Organization and Business - (Narrative) (Details) ft² in Thousands	12 Months Ended
	Dec. 31, 2018 ft² room property building unit
Real estate fund investments
Real Estate Properties
Equity method ownership percentage	25.00%
Alexanders Inc
Real Estate Properties
Equity method ownership percentage	32.40%
New York | Manhattan | Office
Real Estate Properties
Square footage of real estate property	19,900
Number of real estate properties | property	36
New York | Manhattan | Retail
Real Estate Properties
Square footage of real estate property	2,600
Number of real estate properties | property	71
New York | Manhattan | Residential Properties
Real Estate Properties
Number of real estate properties | property	11
Number of units in real estate property (in number of residential units) | unit	1,999
New York | Manhattan | Hotel Pennsylvania
Real Estate Properties
Number of units in real estate property (in number of residential units) | room	1,700
New York | Alexanders Inc | New York City Metropolitan Area
Real Estate Properties
Number of real estate properties | property	7
Equity method ownership percentage	32.40%
New York | Alexanders Inc | New York City Metropolitan Area | Lexington Avenue 731
Real Estate Properties
Square footage of real estate property	1,300
Other | Real estate fund investments
Real Estate Properties
Equity method ownership percentage	25.00%
Other | Chicago | the Mart, Chicago
Real Estate Properties
Square footage of real estate property	3,700
Other | San Francisco | 555 California Street | Office
Real Estate Properties
Square footage of real estate property	1,800
Equity method ownership percentage	70.00%
Number of buildings | building	3
Vornado Realty Trust
Real Estate Properties
Common limited partnership interest in the Operating Partnership	93.40%
Vornado Realty Trust | Alexanders Inc
Real Estate Properties
Equity method ownership percentage	32.40%

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Basis of Presentation and Significant Accounting Policies (Basis of Presentation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Basis of Presentation [Line Items]
(Benefit) expense from deferred compensation plan liability	$ (2,480)	$ 6,932	$ 5,213
(Loss) income from deferred compensation plan assets	$ (2,480)	6,932	5,213
General and Administrative Expense
Basis of Presentation [Line Items]
Unincorporated business tax		$ 1,285	$ 694

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Basis of Presentation and Significant Accounting Policies (Recently Issued Accounting Literature) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Jan. 01, 2019	Jan. 01, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of accounting change	$ 14,519
Decrease to retained earnings	(4,167,184)	$ (4,183,253)			$ 111,225
(Decrease) increase in fair value of marketable securities	(26,453)	0	$ 0
Accounting Standards Update 2016-01
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Decrease to retained earnings					111,225
(Decrease) increase in fair value of marketable securities	(26,453)
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized leasing costs	$ 5,538	$ 5,243	$ 7,352
Earnings Less Than Distributions | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of accounting change					$ 14,519
Subsequent Event | Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease, right-of-use asset				$ 527,000
Operating lease, liability				$ 527,000

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Basis of Presentation and Significant Accounting Policies (Real Estate) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Real Estate [Line Items]
Real estate and accumulated depreciation life used for depreciation	40 years
Capitalized interest and debt expense during construction	$ 73,166,000	$ 48,231,000
Real estate impairment losses	$ 12,000,000	$ 0	$ 160,700,000
Minimum
Real Estate [Line Items]
Real estate and accumulated depreciation life used for depreciation	7 years
Maximum
Real Estate [Line Items]
Real estate and accumulated depreciation life used for depreciation	40 years

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Basis of Presentation and Significant Accounting Policies (Partially Owned Entities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Non cash impairment losses	$ 44,465	$ 20,290

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Basis of Presentation and Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Allowance for Doubtful Accounts
Tenant and other receivables, allowance for doubtful accounts (in US dollars)	$ 4,154	$ 5,526
Receivable arising from the straight-lining of rents, allowance (in US dollars)	$ 1,644	$ 954

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Basis of Presentation and Significant Accounting Policies (Income Taxes) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Oct. 30, 2018
Tax Treatment of Dividend
Minimum percentage of taxable income distributed as dividends	90.00%
Percentage of taxable income distributed	100.00%
Deferred tax assets related to net operating loss carryforward	$ 109,949,000	$ 69,209,000
Deferred tax liabilities	$ 28,676,000	13,697,000
Increase in income tax expense		$ 34,800,000
Effective income tax reconcilation, percent	8.20%	13.30%	1.40%
Income tax expense relating to purchase price fair value adjustment	$ 16,771,000
Income tax expense	37,633,000	$ 42,375,000	$ 7,923,000
Net basis difference of assets and liabilities between tax basis and GAAP basis	$ 1,900,000,000
Ordinary Income
Tax Treatment of Dividend
Percentage of taxable income distributed	91.70%		83.50%
Long Term Capital Gain
Tax Treatment of Dividend
Percentage of taxable income distributed	8.30%		16.50%
220 Central Park South
Tax Treatment of Dividend
Deferred tax assets related to net operating loss carryforward	$ 42,035,000
Income tax expense	$ 13,888,000
Farley Office and Retail Building
Tax Treatment of Dividend
Equity method additional ownership percentage	44.90%			44.90%
Income tax expense	$ 16,771,000

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Basis of Presentation and Significant Accounting Policies (Estimated Taxable Income) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Net income attributable to Vornado common shareholders	$ 100,494	$ 190,645	$ 111,534	$ (17,841)	$ 27,319	$ (29,026)	$ 115,972	$ 47,752	$ 384,832	$ 162,017	$ 823,606
Depreciation and amortization									234,325	213,083	302,092
Tangible property regulations									(86,040)	0	0
Sale of real estate and other capital transactions									31,527	11,991	(39,109)
Vornado stock options									(22,992)	(6,383)	(3,593)
Earnings of partially owned entities									15,711	(3,054)	(149,094)
Impairment losses									(11,260)	(49,062)	(170,332)
Straight-line rent adjustments									(7,133)	(36,696)	(137,941)
Tax expense related to the reduction of our taxable REIT subsidiaries' deferred tax assets									0	32,663	0
Net gain on extinguishment of Skyline properties debt									0	0	(457,970)
Other, net									18,956	25,057	9,121
Estimated taxable income (unaudited)									$ 580,446	$ 447,740	$ 517,444

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Revenue Recognition (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) segment	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jan. 01, 2018 USD ($)
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment									2
Cumulative effect of accounting change	$ 14,519								$ 14,519
Base rent									1,623,122	$ 1,583,443	$ 1,538,605
Property rentals									1,760,205	1,714,952	1,662,093
Operating expense reimbursements									193,207	179,381	166,103
Tenant services									53,921	54,043	55,460
Tenant expense reimbursements									247,128	233,424	221,563
BMS cleaning fees									120,357	104,143	93,425
Management and leasing fees									13,324	10,087	8,243
Lease termination fees									2,144	8,171	8,770
Other income									20,562	13,349	9,648
Fee and other income									156,387	135,750	120,086
Total revenues	$ 543,417	$ 542,048	$ 541,818	$ 536,437	$ 536,226	$ 528,755	$ 511,087	$ 508,058	2,163,720	2,084,126	2,003,742
Hotel Pennsylvania
Disaggregation of Revenue [Line Items]
Property rentals									94,399	89,302	80,785
Trade Shows
Disaggregation of Revenue [Line Items]
Property rentals									42,684	42,207	42,703
New York
Disaggregation of Revenue [Line Items]
Base rent									1,371,182	1,347,270	1,313,611
Property rentals									1,465,581	1,436,572	1,394,396
Operating expense reimbursements									177,044	165,347	154,734
Tenant services									41,351	42,273	44,304
Tenant expense reimbursements									218,395	207,620	199,038
BMS cleaning fees									129,088	110,986	97,612
Management and leasing fees									12,203	8,599	7,531
Lease termination fees									858	7,955	7,705
Other income									9,911	7,575	7,092
Fee and other income									152,060	135,115	119,940
Total revenues									1,836,036	1,779,307	1,713,374
New York | Hotel Pennsylvania
Disaggregation of Revenue [Line Items]
Property rentals									94,399	89,302	80,785
New York | Trade Shows
Disaggregation of Revenue [Line Items]
Property rentals									0	0	0
Other
Disaggregation of Revenue [Line Items]
Base rent									251,940	236,173	224,994
Property rentals									294,624	278,380	267,697
Operating expense reimbursements									16,163	14,034	11,369
Tenant services									12,570	11,770	11,156
Tenant expense reimbursements									28,733	25,804	22,525
BMS cleaning fees									(8,731)	(6,843)	(4,187)
Management and leasing fees									1,121	1,488	712
Lease termination fees									1,286	216	1,065
Other income									10,651	5,774	2,556
Fee and other income									4,327	635	146
Total revenues									327,684	304,819	290,368
Other | Hotel Pennsylvania
Disaggregation of Revenue [Line Items]
Property rentals									0	0	0
Other | Trade Shows
Disaggregation of Revenue [Line Items]
Property rentals									$ 42,684	$ 42,207	$ 42,703
Earnings Less Than Distributions | Accounting Standards Update 2014-09
Disaggregation of Revenue [Line Items]
Cumulative effect of accounting change												$ 14,519

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Acquisitions (Narrative) (Details) ft² in Thousands, $ in Thousands				1 Months Ended	12 Months Ended
	Oct. 30, 2018 USD ($)	Sep. 21, 2018 USD ($) ft² seat ft	Feb. 09, 2018 USD ($) ft²	Jun. 15, 2017 USD ($) extension	Dec. 31, 2018 USD ($) ft²	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Oct. 29, 2018	Jul. 30, 2012 USD ($)
Business Acquisition
Acquisitions of real estate and other					$ 574,812	$ 30,607	$ 91,103
Transaction related costs, impairment loss and other					31,320	1,776	9,451
Gain from purchase price fair value adjustment					44,060	0	0
Income tax expense					$ 37,633	$ 42,375	$ 7,923
537 West 26th Street
Business Acquisition
Area of land (in sq feet) | ft²			14
Area of additional zoning air rights (in sq feet) | ft²			55
Acquisitions of real estate and other			$ 44,000
Marquis Theater | 1355 Broadway
Business Acquisition
Capital lease obligations									$ 240,000
Number of seats | seat		1,611
Retail Condominium | 1355 Broadway
Business Acquisition
Area of land (in sq feet) | ft²		45
Payments to acquire real estate		$ 442,000
Percentage of fee		100.00%
Digital Sign | 1355 Broadway
Business Acquisition
Area of land (in sq feet) | ft²		25
Frontage length | ft		330
Farley Office and Retail Building
Business Acquisition
Equity method ownership percentage	95.00%							50.10%
Equity method additional ownership percentage	44.90%				44.90%
Gain from purchase price fair value adjustment					$ 44,060
Income tax expense					$ 16,771
Farley Office and Retail Building | Farley Post Office Joint Venture
Business Acquisition
Net rentable area | ft²					850
Length of lease				99 years
Upfront contribution cost				$ 230,000
Annual rent payments				5,000
Construction loan				$ 271,000	$ 257,941
Consideration transferred	$ 41,500
Transaction related costs, impairment loss and other	$ 33,026
Development costs					1,600,000
Construction in progress					$ 445,693
Office | Farley Office and Retail Building | Farley Post Office Joint Venture
Business Acquisition
Net rentable area | ft²					730
Retail | Farley Office and Retail Building | Farley Post Office Joint Venture
Business Acquisition
Net rentable area | ft²					120
Interest Only Loan Maturing in June 2019 | Farley Office and Retail Building | Farley Post Office Joint Venture
Business Acquisition
Debt instrument, interest rate, effective percentage					4.64%
Number of loan extensions available | extension				2
Length of extension available				1 year
Interest Only Loan Maturing in June 2019 | LIBOR | Farley Office and Retail Building | Farley Post Office Joint Venture
Business Acquisition
Spread Over LIBOR (in percentage)				3.25%

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Real Estate Fund Investments (Narrative) (Details)					12 Months Ended
	Apr. 19, 2018 USD ($) extension	Feb. 16, 2018 USD ($)	Jan. 17, 2018 USD ($)	Mar. 01, 2011 USD ($)	Dec. 31, 2018 USD ($) investment	Dec. 31, 2017 USD ($) investment	Dec. 31, 2016 USD ($)
Investment Holdings
Net gains on sale of real estate and other					$ 0	$ 3,489,000	$ 5,074,000
(Loss) income from real estate fund investments					(89,231,000)	3,240,000	(23,602,000)
Our share of net income (loss)					9,149,000	15,200,000	168,948,000
Real estate fund investments					$ 318,758,000	354,804,000
Real estate fund investments
Investment Holdings
Equity method ownership percentage					25.00%
(Loss) income from real estate fund investments					$ (89,231,000)	$ 3,240,000	$ (23,602,000)
Number of investments held by fund | investment					4	5
Real estate fund investments					$ 318,758,000	$ 354,804,000
Excess of fair value below cost					6,806,000
Unfunded commitments of Fund					$ 50,494,000
Vornado Capital Partners Real Estate Fund
Investment Holdings
Term of the Fund, years					8 years
Investment period for commitments of the Fund, years					3 years
Vornado Realty Trust Excluding Real Estate Fund | Crowne Plaza Time Square Hotel
Investment Holdings
Equity method ownership percentage					24.70%
Vornado Realty Trust
Investment Holdings
Unfunded commitments of Fund					$ 16,119,000
Crowne Plaza Times Square Hotel Joint Venture
Investment Holdings
Loans payable	$ 255,000,000
Loans Due May 2020 | Crowne Plaza Times Square Hotel Joint Venture
Investment Holdings
Debt instrument, interest rate, stated percentage					6.00%
Loans Due May 2020 | Crowne Plaza Times Square Hotel Joint Venture | LIBOR
Investment Holdings
Spread Over LIBOR (in percentage)	3.53%
Number of extensions | extension	3
Length of extension available	1 year
Loans Due December 2018 | Crowne Plaza Times Square Hotel Joint Venture
Investment Holdings
Loans payable	$ 310,000,000
Loans Due December 2018 | Crowne Plaza Times Square Hotel Joint Venture | LIBOR
Investment Holdings
Spread Over LIBOR (in percentage)	2.80%
11 East 68th Street
Investment Holdings
Cash proceeds from sale of real estate			$ 82,000,000
Net gains on sale of real estate and other			$ 46,259,000
One Park Avenue
Investment Holdings
Payments to acquire real estate				$ 394,000,000
Real estate tax expense				$ 3,000,000	$ 4,978,000
Joint Venture | Crowne Plaza Time Square Hotel
Investment Holdings
Equity method ownership percentage					57.10%
Joint Venture | Vornado Capital Partners Real Estate Fund
Investment Holdings
Equity method ownership percentage				64.70%
Joint Venture | Vornado Realty Trust
Investment Holdings
Equity method ownership percentage				30.30%
Joint Venture | Third Party
Investment Holdings
Equity method ownership percentage				5.00%
State and Local Jurisdiction | One Park Avenue
Investment Holdings
Additional real estate tax expense		$ 9,491,000
Interest on real estate transfer tax		6,764,000
Real estate transfer tax and interest		15,608,000
(Loss) income from real estate fund investments		10,630,000
Our share of net income (loss)		$ 4,978,000
Interest Rate Cap | Loans Due May 2020 | Crowne Plaza Times Square Hotel Joint Venture | LIBOR
Investment Holdings
Spread Over LIBOR (in percentage)	4.00%

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Real Estate Fund Investments (Income from the Fund and the Co-Investment) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Details Of Income From Real Estate Funds
(Loss) income from real estate fund investments	$ 9,149	$ 15,200	$ 168,948
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	53,023	(25,802)	(21,351)
Real estate fund investments
Details Of Income From Real Estate Funds
Net investment income	6,105	18,507	17,053
Net unrealized loss on held investments	(83,794)	(25,807)	(41,162)
Net realized (loss) gain on exited investments	(912)	36,078	14,761
Previously recorded unrealized gain on exited investment	0	(25,538)	(14,254)
Transfer Tax	(10,630)	0	0
(Loss) income from real estate fund investments	(89,231)	3,240	(23,602)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	61,230	(14,044)	2,560
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	(28,001)	(10,804)	(21,042)
Less loss attributable to noncontrolling interests in the Operating Partnership	1,732	673	1,270
Loss from real estate fund investments attributable to Vornado	(26,269)	$ (10,131)	$ (19,772)
One Park Avenue | Real estate fund investments
Details Of Income From Real Estate Funds
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	$ 4,252

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Marketable Securities (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Marketable Securities [Abstract]
Decrease to retained earnings	$ (4,167,184)	$ 111,225	$ (4,183,253)

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Marketable Securities (Marketable securities portfolio) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Marketable Securities [Roll Forward]
Beginning balance	$ 182,752
(Decrease) increase in fair value of marketable securities	(26,453)	$ 0	$ 0
Sale of marketable securities	(4,101)	0	$ (3,937)
Ending balance	152,198	182,752
Lexington Realty Trust
Marketable Securities [Roll Forward]
Beginning balance	178,226
(Decrease) increase in fair value of marketable securities	(26,596)
Sale of marketable securities	0
Ending balance	151,630	178,226
Other Equity Securities
Marketable Securities [Roll Forward]
Beginning balance	4,526
(Decrease) increase in fair value of marketable securities	143
Sale of marketable securities	(4,101)
Ending balance	$ 568	$ 4,526

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Investments in Partially Owned Entities (Alexander's Inc.) (Details) - Alexanders Inc		1 Months Ended	12 Months Ended
	Apr. 05, 2018 USD ($)	Nov. 30, 2012 USD ($)	Dec. 31, 2018 USD ($) $ / shares $ / ft² shares	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Equity Method Investments And Income From Equity Method Investments
Investment owned, balance, shares | shares			1,654,068
Equity method ownership percentage			32.40%
Amount Alexander owed			$ 708,000	$ 2,490,000
Closing share price (in dollars per share) | $ / shares			$ 304.74
Equity method investment, quoted market value			$ 504,061,000
Excess of investee's fair value over carrying amount			396,078,000
Excess of investee's carrying amount over equity in net assets			39,046,000
Additional real estate tax expense			$ 7,708,000
Managment Agreement
Property management fee, percent fee, description			We receive an annual fee for managing Alexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $315,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.
Management fee income			$ 2,800,000
Development fee percent			6.00%
Leasing Agreement
Leasing services fee description			leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander’s tenants.  In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties.
Lease fee percentage of rent one to ten years			3.00%
Lease fee percentage of rent eleven to twenty years			2.00%
Lease fee percentage of rent twenty first to thirty years			1.00%
Percentage increase lease fee if broker used			1.00%
Percentage commissions on sale of assets under fifty million			3.00%
Asset sale commission threshold			$ 50,000,000
Percentage commissions on sale of assets over fifty million			1.00%
Building Maintenance Service ("BMS")
Other Agreements
Fee Income recognized by equity method investees for building maintenance services			$ 2,705,000	$ 2,678,000	$ 2,583,000
Kings Plaza Regional Shopping Center
Equity Method Investments And Income From Equity Method Investments
Real estate tax expense		$ 3,971,000
Additional real estate tax expense	$ 23,797,000
Lexington Avenue 731
Managment Agreement
Property management fee agreement price per square foot | $ / ft²			0.50
Rego Park 2 Property
Managment Agreement
Property management fee agreement percentage of income			2.00%
Common Area 731 Lexington Avenue
Managment Agreement
Management fee income			$ 315,000
Property management fee agreement escalation percentage of income			3.00%
Vornado Realty Trust
Equity Method Investments And Income From Equity Method Investments
Equity method ownership percentage			32.40%

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Investments in Partially Owned Entities (Urban Edge Properties , PREIT Associates L.P. and Toys R Us, Inc.) (Details) $ / shares in Units, $ in Thousands	Dec. 31, 2018 USD ($) $ / shares shares
Urban Edge Properties
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage	4.50%
Closing share price (in dollars per share) | $ / shares	$ 16.62
Equity method investment, quoted market value	$ 95,020
Excess of investee's fair value over carrying amount	$ 49,676
PREIT
Schedule of Equity Method Investments [Line Items]
Investment owned, balance, shares | shares	6,250,000
Equity method ownership percentage	7.90%
Closing share price (in dollars per share) | $ / shares	$ 5.94
Equity method investment, quoted market value	$ 37,125
Excess of investee's fair value over carrying amount	22,366
Excess of investee's carrying amount over equity in net assets	$ 35,744
Toys R Us
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage	32.50%
Partnership Interest | Urban Edge Properties
Schedule of Equity Method Investments [Line Items]
Investment owned, balance, shares | shares	5,717,184

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Investments in Partially Owned Entities (Independence Plaza, Toys R Us & 666 Fifth Avenue Office Condominium) (Details)			12 Months Ended
	Aug. 03, 2018 USD ($) ft	Jun. 11, 2018 USD ($)	Dec. 31, 2018 USD ($) building unit	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Schedule of Equity Method Investments [Line Items]
Net (loss) income attributable to noncontrolling interests in consolidated subsidiaries			$ (53,023,000)	$ 25,802,000	$ 21,351,000
Independence Plaza
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage			50.10%
Number of buildings | building			3
Number of units | unit			1,327
Real estate tax expense			$ 1,730,000
Increase in accrued taxes payable			$ 13,103,000
Loans payable		$ 675,000,000
Debt instrument, interest rate, effective percentage		3.48%
Debt repayment		$ 550,000,000
Net proceeds from debt		$ 55,618,000
Toys R Us
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage			32.50%
Total equity method investment			$ 0	$ 0
Tax basis of investments, cost for income tax purposes			420,000,000
Office | 666 Fifth Avenue (Office)
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage	49.50%
Net proceeds from debt	$ 55,244,000
Cash proceeds from sale of real estate	120,000,000
Net gains on sale of real estate	134,032,000		7,308,000
Gain on sale of properties	$ 254,000,000
Length of real estate property | ft	125
Loans Maturing in July 2025 | Independence Plaza
Schedule of Equity Method Investments [Line Items]
Debt term		7 years
Debt instrument, interest rate, stated percentage		4.25%
Transaction Related Costs and Other | Independence Plaza
Schedule of Equity Method Investments [Line Items]
Transfer Tax			13,103,000
Net (loss) income attributable to noncontrolling interests in consolidated subsidiaries			$ 6,538,000

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Investments in Partially Owned Entities (Summary of Investments) (Details) - USD ($) $ in Thousands	May 27, 2016	Dec. 31, 2018	Oct. 30, 2018	Oct. 29, 2018	Dec. 31, 2017
Schedule of Equity Method Investments [Line Items]
Carrying amount of investments in partially owned entities		$ 858,113			$ 1,056,829
Partially Owned Office Buildings
Schedule of Equity Method Investments [Line Items]
Carrying amount of investments in partially owned entities		$ 499,005			504,393
Alexanders Inc
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		32.40%
Carrying amount of investments in partially owned entities		$ 107,983			126,400
PREIT
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		7.90%
Carrying amount of investments in partially owned entities		$ 59,491			66,572
UE
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		4.50%
Carrying amount of investments in partially owned entities		$ 45,344			46,152
Other investments
Schedule of Equity Method Investments [Line Items]
Carrying amount of investments in partially owned entities		$ 146,290			313,312
Farley Office and Retail Building
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage			95.00%	50.10%
Equity method additional ownership percentage		44.90%	44.90%
Other Liabilities
Schedule of Equity Method Investments [Line Items]
Carrying amount of investments in partially owned entities		$ (109,696)			(101,368)
Other Liabilities | Three Three Zero Madison Avenue
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		25.00%
Carrying amount of investments in partially owned entities		$ (58,117)			(53,999)
Other Liabilities | 7 West 34th Street
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		53.00%
Carrying amount of investments in partially owned entities		$ (51,579)			$ (47,369)
Sale of ownership interest percent	47.00%

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Investments in Partially Owned Entities (Summary of Income (Loss) ) (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
	Mar. 01, 2011	Sep. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]
Our share of net income (loss)			$ 9,149	$ 15,200	$ 168,948
Net gains on sale of real estate and other			0	3,489	5,074
Long-term Debt			$ 1,668,823	1,592,348
Suffolk Downs
Schedule of Equity Method Investments [Line Items]
Net gains on sale of real estate and other				15,314
Gain on debt investments				11,373
Realized gain (loss) on disposal				26,687
Alexanders Inc
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage			32.40%
Equity in net income (loss)			$ 10,485	25,820	27,470
Management leasing and development fees			4,560	6,033	6,770
Our share of net income (loss)			$ 15,045	31,853	34,240
UE
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage			4.50%
Equity in net income (loss)			$ 4,227	26,658	5,003
Management leasing and development fees			233	670	836
Our share of net income (loss)			4,460	27,328	5,839
Net gain resulting from UE operating partnership unit issuances				21,100
Partially Owned Office Buildings
Schedule of Equity Method Investments [Line Items]
Our share of net income (loss)			$ (3,085)	2,109	5,773
PREIT
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage			7.90%
Our share of net income (loss)			$ (3,015)	(53,325)	(5,213)
Non-cash impairment loss				44,465
Other investments
Schedule of Equity Method Investments [Line Items]
Our share of net income (loss)			(4,256)	7,235	128,309
One Park Avenue
Schedule of Equity Method Investments [Line Items]
Real estate tax expense	$ 3,000		4,978
666 Fifth Avenue (Office)
Schedule of Equity Method Investments [Line Items]
Equity in net income (loss)			4,873	$ 25,414	41,532
85 Tenth Avenue
Schedule of Equity Method Investments [Line Items]
Equity in net income (loss)					$ 160,843
Debt term					10 years
Debt instrument, interest rate, stated percentage					4.55%
Long-term Debt					$ 625,000
Debt repayment					$ 191,779
Alexanders Inc
Schedule of Equity Method Investments [Line Items]
Non-cash straight line rent write off			1,085
Litigation settlement, expense			518
Interest expense		$ 3,882
Alexanders Inc | Kings Plaza Regional Shopping Center
Schedule of Equity Method Investments [Line Items]
Real estate tax expense			$ 7,708

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Investments in Partially Owned Entities (Summary of Debt) (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	May 31, 2016	Dec. 31, 2018	Oct. 30, 2018	Oct. 29, 2018	Dec. 31, 2017	May 01, 2016
Partially Owned Office Buildings
Schedule of Equity Method Investments [Line Items]
Debt instrument, interest rate, effective percentage		4.18%
Maturity, range, start		2019
Maturity, range, end		2026
Equity method investment debt of partially owned entities		$ 3,985,855			$ 3,934,894
PREIT
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		7.90%
Debt instrument, interest rate, effective percentage		3.81%
Maturity, range, start		2020
Maturity, range, end		2025
Equity method investment debt of partially owned entities		$ 1,642,408			1,586,045
Urban Edge Properties
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		4.50%
Debt instrument, interest rate, effective percentage		4.09%
Maturity, range, start		2021
Maturity, range, end		2034
Equity method investment debt of partially owned entities		$ 1,563,375			1,415,806
Alexanders Inc
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage		32.40%
Debt instrument, interest rate, effective percentage		3.67%
Maturity, range, start		2021
Maturity, range, end		2025
Equity method investment debt of partially owned entities		$ 1,170,544			1,252,440
Other equity method investments
Schedule of Equity Method Investments [Line Items]
Debt instrument, interest rate, effective percentage		4.57%
Maturity, range, start		2019
Maturity, range, end		2025
Equity method investment debt of partially owned entities		$ 1,358,706			8,601,383
7 West 34th Street
Schedule of Equity Method Investments [Line Items]
Sale of ownership interest percent	47.00%
Mortgage loans on real estate, face amount of mortgages						$ 300,000
Partially Owned Properties
Schedule of Equity Method Investments [Line Items]
Equity method investment pro rata share debt of partially owned entities		$ 2,682,865			$ 5,288,276
Farley Office and Retail Building
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage			95.00%	50.10%
Equity method additional ownership percentage		44.90%	44.90%

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Investments in Partially Owned Entities (Summary of Condensed Combined Financial Information) (Details) - Partially Owned Properties - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Assets	$ 13,258	$ 24,812
Liabilities	10,456	22,739
Noncontrolling interests	139	140
Equity	2,663	1,933
Total revenue	1,798	12,991	$ 13,600
Net loss	$ 52	$ (542)	$ (65)

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220 Central Park South - Narrative (Details) ft² in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2018 USD ($) ft²	Dec. 31, 2018 USD ($) ft² unit	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Real Estate [Line Items]
Income tax expense		$ 37,633	$ 42,375	$ 7,923
Repayments of construction loan		74,609	0	0
Cash payments for income taxes		$ 62,225	$ 6,727	$ 9,716
220 Central Park South
Real Estate [Line Items]
Square footage of real estate property | ft²	397	397
Development costs, cumulative	$ 1,400,000	$ 1,400,000
Development costs expended	1,200,000	$ 1,200,000
Number of units sold | unit		11
Cash proceeds from sale of real estate		$ 214,776
Net gains on sale of real estate		81,224
Income tax expense		13,888
Repayments of construction loan		213,000
Construction loan	950,000	$ 950,000
Cash payments for income taxes	$ 52,200
Percentage of condominiums under sales contracts	83.00%	83.00%

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Dispositions (Narrative) (Details) ft² in Thousands				1 Months Ended		3 Months Ended	12 Months Ended
	Jun. 21, 2018 USD ($)	Jul. 17, 2017 USD ($) ft² development_asset myAptUnit myProperty	Dec. 21, 2016 USD ($)	Jul. 17, 2017 USD ($) ft² development_asset myAptUnit myProperty	Jun. 20, 2017 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2016	Mar. 15, 2016 USD ($)
Dispositions
Net gains on sale of real estate and other							$ 0	$ 3,489,000	$ 5,074,000
Cash, cash equivalents, restricted cash and restricted cash equivalents, included in spin-off							0	416,237,000	0
Real estate impairment losses							$ (246,031,000)	$ (501,000)	(175,735,000)
Washington DC | Skyline Properties
Dispositions
Mortgage loan outstanding											$ 678,000,000
Real estate impairment losses						$ 160,700,000
Interest expense									$ 7,823,000
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC
Dispositions
Disposal group, including discontinued operation, cash and proceeds from refinancing		$ 275,000,000		$ 275,000,000
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC | Office
Dispositions
Number of real estate properties | myProperty		37		37
Net rentable area | ft²		11,100		11,100
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC | Multifamily
Dispositions
Number of real estate properties | myProperty		5		5
Number of units in real estate property (in number of residential units) | myAptUnit		3,133		3,133
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC | Other Property
Dispositions
Number of real estate properties | myProperty		5		5
Net rentable area | ft²		406		406
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC | Future development assets
Dispositions
Number of development assets | development_asset		18		18
Square footage of real estate property | ft²		10,400		10,400
Discontinued Operations | Washington DC | Skyline Properties
Dispositions
Assets related to discontinued operations			$ 236,535,000
Liabilities related to discontinued operations			724,412,000
Gain on disposition of assets			$ 487,877,000
27 Washington Square North
Dispositions
Cash proceeds from sale of real estate	$ 45,000,000
Net gains on sale of real estate and other	$ 23,559,000
The Bartlett
Dispositions
Loans payable					$ 220,000,000
Debt term					5 years
The Bartlett | Washington DC
Dispositions
Cash, cash equivalents, restricted cash and restricted cash equivalents, included in spin-off		$ 412,500,000
LIBOR | The Bartlett
Dispositions
Spread Over LIBOR (in percentage)					1.70%
JBGS | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC
Dispositions
Repayments of debt		$ 43,581,000
JBGS | The Bartlett | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC
Dispositions
Net proceeds from debt				$ 217,000,000
JBGS | LIBOR | Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Spinoff | Washington DC
Dispositions
Spread Over LIBOR (in percentage)		1.25%
Minimum
Dispositions
Weighted average interest rate										3.00%
Maximum
Dispositions
Weighted average interest rate										4.50%
Measurement Input, Cap Rate | Discontinued Operations | Washington DC | Skyline Properties
Dispositions
Real estate, measurement input						0.080
Measurement Input, Discount Rate | Discontinued Operations | Washington DC | Skyline Properties
Dispositions
Real estate, measurement input						0.082

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Dispositions (Assets and liabilities related to dispositions) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Dispositions
Assets related to discontinued operations (included in other assets)	$ 113	$ 1,357
Liabilities related to discontinued operations (included in other liabilities)	55	3,620
Income (loss) from discontinued operations:
Total revenues	1,114	261,290	$ 521,084
Total expenses	1,094	212,169	442,032
Income from discontinued operations before gain on sale of real estate	20	49,121	79,052
Net gains on sale of real estate, a lease position and other	618	6,605	20,376
JBGS spin-off transaction costs	0	(68,662)	(16,586)
Income (loss) from partially-owned entities	0	435	(3,559)
Net gain on early extinguishment of debt	0	0	487,877
Impairment losses	0	0	(161,165)
Pretax income (loss) from discontinued operations	638	(12,501)	405,995
Income tax expense	0	(727)	(1,083)
Income (loss) from discontinued operations	638	(13,228)	404,912
Cash flows related to discontinued operations:
Cash flows from operating activities	(1,683)	42,578	157,484
Cash flows from investing activities	$ 0	$ (48,377)	$ (216,125)

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Identified Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets and Liabilities
Gross amount	$ 308,895	$ 310,097
Accumulated amortization	(172,114)	(150,837)
Net	136,781	159,260
Gross amount	503,373	530,497
Accumulated amortization	(341,779)	(324,897)
Net	161,594	205,600
Below Market Leases Net Of Above Market Leases
Finite-Lived Intangible Assets and Liabilities
Increase to rental income	38,573	46,103	$ 51,849
2019	24,661
2020	23,591
2021	18,857
2022	15,746
2023	13,215
Other Identified Intangible Assets
Finite-Lived Intangible Assets and Liabilities
Amortization of intangible assets	18,018	25,057	28,897
2019	13,726
2020	13,513
2021	11,974
2022	10,244
2023	10,157
Tenant Under Ground Leases
Finite-Lived Intangible Assets and Liabilities
Amortization of intangible assets		$ 1,747	$ 1,747
Increase to rent expense	1,747
2019	1,747
2020	1,747
2021	1,747
2022	1,747
2023	$ 1,747

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Debt (Narrative) (Details) ft² in Thousands								12 Months Ended
	Nov. 16, 2018 USD ($) ft²	Nov. 15, 2018	Oct. 26, 2018 USD ($)	Oct. 25, 2018	Aug. 09, 2018 USD ($) ft²	Aug. 08, 2018 USD ($)	Jan. 05, 2018 USD ($) ft²	Dec. 31, 2018
Mortgages
Debt Instrument
Debt instrument, interest rate, effective percentage								3.84%
Unsecured Debt
Debt Instrument
Debt instrument, interest rate, effective percentage								3.87%
Term Loan Maturing in February 2024 | Unsecured Debt
Debt Instrument
Debt instrument, interest rate, stated percentage								3.52%
Carrying amount			$ 750,000,000
Term Loan Maturing in February 2024 | Unsecured Debt | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)			1.00%
Maturing in October 2020 | Unsecured Debt | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)				1.15%
Office | 33-00 Northern Boulevard
Debt Instrument
Loans payable							$ 100,000,000
Square footage of real estate property | ft²							471
Debt term							7 years
Debt instrument, interest rate, stated percentage							4.14%
Debt repayment							$ 37,200,000
Office | 33-00 Northern Boulevard | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)							1.80%
Office | 33-00 Northern Boulevard | Mortgages
Debt Instrument
Debt instrument, interest rate, effective percentage							4.43%
Net proceeds from debt							$ 59,800,000
Retail | 4 Union Square South | Matures in 2025
Debt Instrument
Loans payable					$ 120,000,000
Square footage of real estate property | ft²					206
Debt instrument, interest rate, stated percentage								3.75%
Retail | 4 Union Square South | Matures in 2025 | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)					1.40%
Retail | 4 Union Square South | Maturing in 2019
Debt Instrument
Loans payable						$ 113,000,000
Retail | 4 Union Square South | Maturing in 2019 | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)						2.15%
Retail | 150 W 34th Street | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)		2.25%
Retail | 150 W 34th Street | Matures in 2024
Debt Instrument
Loans payable	$ 205,000,000
Square footage of real estate property | ft²	78
Debt instrument, interest rate, stated percentage								4.26%
Retail | 150 W 34th Street | Matures in 2024 | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)	1.88%
Retail | 150 W 34th Street | Matures in 2024 | Participating Mortgage
Debt Instrument
Loans payable	$ 105,000,000
Debt instrument, interest rate, stated percentage								4.38%
Retail | 150 W 34th Street | Matures in 2024 | Participating Mortgage | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)	2.00%
Interest rate Swap | Term Loan Maturing in February 2024 | Unsecured Debt | LIBOR
Debt Instrument
Spread Over LIBOR (in percentage)								1.00%
Interest rate Swap | Term Loan Maturing in October 2023 | Unsecured Debt
Debt Instrument
Debt instrument, interest rate, stated percentage								3.87%

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Debt (Summary of Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument
Deferred financing costs, net and other	$ (59,226)	$ (74,352)
Total, net	8,167,798	8,137,139
Unsecured debt, net	844,002	843,614
Unsecured term loan, net	744,821	748,734
Revolving credit facilities	80,000	0
Long-term Debt	1,668,823	1,592,348
Collateral property, net carrying value	9,100,000
Mortgages
Debt Instrument
Mortgages payable, gross	8,215,847	8,203,839
Deferred financing costs, net and other	(48,049)	(66,700)
Total, net	$ 8,167,798	8,137,139
Interest rate, end of period (in percentage)	3.84%
Mortgages | Fixed Rate
Debt Instrument
Mortgages payable, gross	$ 5,003,465	5,461,706
Interest rate, end of period (in percentage)	3.53%
Mortgages | Variable Rate
Debt Instrument
Mortgages payable, gross	$ 3,212,382	2,742,133
Interest rate, end of period (in percentage)	4.33%
Senior Unsecured Notes
Debt Instrument
Deferred financing costs, net and other	$ (5,998)	(6,386)
Unsecured debt, gross	850,000	850,000
Unsecured debt, net	$ 844,002	843,614
Interest rate, end of period (in percentage)	4.21%
Unsecured Debt
Debt Instrument
Deferred financing costs, net and other	$ (5,179)	(1,266)
Unsecured debt, gross	750,000	750,000
Unsecured term loan, net	$ 744,821	748,734
Interest rate, end of period (in percentage)	3.87%
Unsecured Revolving Credit Facilities
Debt Instrument
Revolving credit facilities	$ 80,000	$ 0
Interest rate, end of period (in percentage)	3.46%

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Debt (Principal repayments required in the next five years) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Mortgages
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract]
2019	$ 2,569,332
2020	2,192,567
2021	1,613,948
2022	950,000
2023	391,800
Thereafter	498,200
Senior Unsecured Debt And Unsecured Revolving Credit Facilities
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract]
2019	0
2020	0
2021	80,000
2022	400,000
2023	0
Thereafter	$ 1,200,000

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Redeemable Noncontrolling Interests / Redeemable Partnership Units (Details of Redeemable Noncontrolling Interest Units) (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Redeemable Noncontrolling Interest
Class A common units, carrying amount	$ 778,134	$ 979,509
Series D cumulative redeemable preferred, carrying amount	5,428	5,428
Class A
Redeemable Noncontrolling Interest
Class A common units, carrying amount	$ 778,134	$ 979,509
Outstanding Partnership Units held by Third Parties	12,544,477	12,528,899
Preferred or annual distribution rate (in dollars per share)	$ 2.52
D16 Cumulative Redeemable
Redeemable Noncontrolling Interest
Series D cumulative redeemable preferred, carrying amount	$ 1,000	$ 1,000
Outstanding Partnership Units held by Third Parties	1	1
Par or stated value per share	$ 1,000,000.00
Preferred or annual distribution rate (in dollars per share)	$ 50,000.00
D17 Cumulative Redeemable
Redeemable Noncontrolling Interest
Series D cumulative redeemable preferred, carrying amount	$ 4,428	$ 4,428
Outstanding Partnership Units held by Third Parties	177,100	177,100
Par or stated value per share	$ 25.00
Preferred or annual distribution rate (in dollars per share)	$ 0.8125

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Redeemable Noncontrolling Interests / Redeemable Partnership Units (Activity of Redeemable Noncontrolling Interests) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Redeemable Noncontrolling Interests Rollforward
Redeemable Noncontrolling Interest, Beginning Balance	$ 984,937	$ 1,278,446
Net income	25,672	10,910	$ 53,654
Other comprehensive income (loss)	(836)	643
Distributions	(31,828)	(33,229)
Other, net	20,749	35,408
Redeemable Noncontrolling Interest, Ending Balance	783,562	984,937	$ 1,278,446
Class A
Redeemable Noncontrolling Interests Rollforward
Redemption of Class A units for Vornado common shares, at redemption value	(17,068)	(38,747)
Adjustments to carry redeemable Class A units at redemption value (including $224,069 attributable to the spin-off of JBGS)	$ (198,064)	(268,494)
JBGS | Class A
Redeemable Noncontrolling Interests Rollforward
Adjustments to carry redeemable Class A units at redemption value (including $224,069 attributable to the spin-off of JBGS)		$ (224,069)

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Redeemable Noncontrolling Interests / Redeemable Partnership Units (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract]
Fair value of Series G convertible preferred units and Series D-13 cumulative redeemable preferred units	$ 50,561	$ 50,561

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Shareholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			12 Months Ended
	Jan. 04, 2018	Dec. 31, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Common Stock Number Of Shares Par Value And Other Disclosures
Common shares of beneficial interest: outstanding shares		190,535,499			190,535,499	189,983,858
Dividends paid on common shares					$ 479,348	$ 496,490	$ 475,961
Dividends per common share		$ 0.63	$ 0.63	$ 0.63
Preferred Stock, Number of Shares, Par Value and Other Disclosures
Preferred share / unit issuance cost					14,486	0	7,408
Preferred dividends					$ 55,115	$ 64,516	80,137
Class A
Common Stock Number Of Shares Par Value And Other Disclosures
Outstanding Partnership Units held by Third Parties		12,544,477			12,544,477	12,528,899
Preferred Stock, Number of Shares, Par Value and Other Disclosures
Convertible shares					1.9531
Series G & I
Preferred Stock, Number of Shares, Par Value and Other Disclosures
Preferred stock dividend rate	6.625%
Preferred stock, redemption price per share	$ 25.00
Preferred stock, redemption amount	$ 470,000
Preferred share / unit issuance cost					$ 14,486
Vornado Realty L.P.
Common Stock Number Of Shares Par Value And Other Disclosures
Dividends paid on common shares					$ 479,348	$ 496,490	475,961
Outstanding Partnership Units held by Third Parties		12,544,477			12,544,477
Preferred Stock, Number of Shares, Par Value and Other Disclosures
Preferred share / unit issuance cost					$ 14,486	0	7,408
Preferred dividends					$ 55,115	$ 64,516	$ 80,137
Vornado Realty L.P. | Class A
Common Stock Number Of Shares Par Value And Other Disclosures
Common shares of beneficial interest: outstanding shares		190,535,499			190,535,499
Dividends paid on common shares					$ 479,348
Dividends per common share		$ 0.63	$ 0.63	$ 0.63
Outstanding Partnership Units held by Third Parties		12,544,477			12,544,477	12,528,899
Redeemable Preferred Stock
Preferred Stock, Number of Shares, Par Value and Other Disclosures
Preferred stock, liquidation preference per share		$ 25.00			$ 25.00

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Shareholders' Equity (Preferred shares of beneficial interest) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Details Of Preferred Shares Of Beneficial Interest
Preferred stock, value	$ 891,294	$ 891,988
Preferred shares of beneficial interest: outstanding shares	36,798,580	36,799,573
Preferred shares of beneficial interest: authorized shares	110,000,000	110,000,000
Cumulative redeemable preferred shares called for redemption	$ 0	$ 455,514
Redeemable Preferred Stock
Details Of Preferred Shares Of Beneficial Interest
Preferred stock, liquidation preference per share	$ 25.00
Series A | Convertible Preferred Stock
Details Of Preferred Shares Of Beneficial Interest
Preferred stock, value	$ 1,071	$ 1,102
Preferred shares of beneficial interest: outstanding shares	18,580	19,573
Preferred stock, liquidation preference per share	$ 50.00
Preferred stock, dividend rate, per-dollar-amount	$ 3.25
Preferred shares of beneficial interest: authorized shares	83,977
Preferred stock dividend rate	6.50%
Series K | Redeemable Preferred Stock
Details Of Preferred Shares Of Beneficial Interest
Preferred stock, value	$ 290,971	$ 290,971
Preferred shares of beneficial interest: outstanding shares	12,000,000	12,000,000
Preferred stock, liquidation preference per share	$ 25.00
Preferred stock, dividend rate, per-dollar-amount	$ 1.425
Preferred shares of beneficial interest: authorized shares	12,000,000
Preferred stock dividend rate	5.70%
Series L | Redeemable Preferred Stock
Details Of Preferred Shares Of Beneficial Interest
Preferred stock, value	$ 290,306	$ 290,306
Preferred shares of beneficial interest: outstanding shares	12,000,000	12,000,000
Preferred stock, liquidation preference per share	$ 25.00
Preferred stock, dividend rate, per-dollar-amount	$ 1.35
Preferred shares of beneficial interest: authorized shares	12,000,000
Preferred stock dividend rate	5.40%
Series M | Redeemable Preferred Stock
Details Of Preferred Shares Of Beneficial Interest
Preferred stock, value	$ 308,946	$ 309,609
Preferred shares of beneficial interest: outstanding shares	12,780,000	12,780,000
Preferred stock, liquidation preference per share	$ 25.00
Preferred stock, dividend rate, per-dollar-amount	$ 1.3125
Preferred shares of beneficial interest: authorized shares	12,780,000
Preferred stock dividend rate	5.25%

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Shareholders' Equity (AOCI by component) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, Value	$ 5,007,701
Cumulative effect of accounting change (see Note 2)	14,519
Ending balance, Value	5,107,883
Interest rate Swap
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, Value	23,542
Cumulative effect of accounting change (see Note 2)	2,851
Net current period other comprehensive income	(14,634)
Ending balance, Value	11,759
Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, Value	128,682
Cumulative effect of accounting change (see Note 2)	(108,374)
Net current period other comprehensive income	(12,644)
Ending balance, Value	7,664
Securities available for sale
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, Value	109,554
Cumulative effect of accounting change (see Note 2)	(109,554)
Net current period other comprehensive income	0
Ending balance, Value	0
Pro-rata share of non consolidated subsidiaries' OCI
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, Value	3,769
Cumulative effect of accounting change (see Note 2)	(1,671)
Net current period other comprehensive income	1,155
Ending balance, Value	3,253
Other
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance, Value	(8,183)
Cumulative effect of accounting change (see Note 2)	0
Net current period other comprehensive income	835
Ending balance, Value	$ (7,348)

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Variable Interest Entities ("VIEs") (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Unconsolidated VIEs
Variable Interest Entity
Net carrying amount of our investments in nonconsolidated VIEs	$ 257,882	$ 352,925
Consolidated VIEs
Variable Interest Entity
Total assets of our consolidated VIEs, excluding the Operating Partnership	4,445,436	3,561,062
Total liabilities of our consolidated VIEs, excluding the Operating Partnership	$ 2,533,753	$ 1,753,798

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Fair Value Measurements (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) investment	Dec. 31, 2017 USD ($) investment
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Real estate fund investments	$ 318,758	$ 354,804
Real estate fund investments
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Number of investments held by fund | investment	4	5
Real estate fund investments	$ 318,758	$ 354,804
Excess of fair value below cost	6,806
Recurring
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Real estate fund investments	318,758	354,804
Recurring | Level 3
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Real estate fund investments	$ 318,758	$ 354,804
Recurring | Level 3 | Minimum
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Anticipated holding period of investments	3 months 18 days
Recurring | Level 3 | Maximum
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Anticipated holding period of investments	4 years
Recurring | Level 3 | Real estate fund investments
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Number of investments held by fund | investment	4
Real estate fund investments	$ 318,758
Excess of fair value below cost	$ 6,806
Redeemable Preferred Stock | Series G
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Preferred stock dividend rate	6.625%

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Fair Value Measurements (Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	$ 152,198	$ 182,752
Real estate fund investments	318,758	354,804
Recurring
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	152,198	182,752
Real estate fund investments	318,758	354,804
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	96,524	109,177
Interest rate swaps (included in other assets)	27,033	27,472
Total assets	594,513	674,205
Mandatorily redeemable instruments (included in other liabilities)	50,561	520,561
Interest rate swaps (included in other liabilities)	15,236	1,052
Total liabilities	65,797	521,613
Recurring | Level 1
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	152,198	182,752
Real estate fund investments	0	0
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	58,716	69,049
Interest rate swaps (included in other assets)	0	0
Total assets	210,914	251,801
Mandatorily redeemable instruments (included in other liabilities)	50,561	520,561
Interest rate swaps (included in other liabilities)	0	0
Total liabilities	50,561	520,561
Recurring | Level 2
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	0	0
Real estate fund investments	0	0
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	0	0
Interest rate swaps (included in other assets)	27,033	27,472
Total assets	27,033	27,472
Mandatorily redeemable instruments (included in other liabilities)	0	0
Interest rate swaps (included in other liabilities)	15,236	1,052
Total liabilities	15,236	1,052
Recurring | Level 3
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Marketable securities	0	0
Real estate fund investments	318,758	354,804
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	37,808	40,128
Interest rate swaps (included in other assets)	0	0
Total assets	356,566	394,932
Mandatorily redeemable instruments (included in other liabilities)	0	0
Interest rate swaps (included in other liabilities)	0	0
Total liabilities	0	0
Other Assets | Recurring
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	88,122	97,632
Restricted Cash | Recurring
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)	$ 8,402	11,545
Other Liabilities | Recurring
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Mandatorily redeemable instruments (included in other liabilities)		$ 50,561

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Fair Value Measurements (Unobervable Quantitative Input Ratios) (Details) - Level 3 - Recurring - Real estate fund investments	Dec. 31, 2018	Dec. 31, 2017
Measurement Input, Discount Rate | Minimum
Unobservable Quantitative Input
Real estate, measurement input	0.100	0.020
Measurement Input, Discount Rate | Maximum
Unobservable Quantitative Input
Real estate, measurement input	0.150	0.149
Measurement Input, Discount Rate | Weighted Average
Unobservable Quantitative Input
Real estate, measurement input	0.134	0.119
Measurement Input, Cap Rate | Minimum
Unobservable Quantitative Input
Real estate, measurement input	0.054	0.047
Measurement Input, Cap Rate | Maximum
Unobservable Quantitative Input
Real estate, measurement input	0.077	0.067
Measurement Input, Cap Rate | Weighted Average
Unobservable Quantitative Input
Real estate, measurement input	0.057	0.055

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Fair Value Measurements (Changes in the Fair Value of Real Estate Fund Investments and Deferred Compensation Plan Assets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Real estate fund investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 354,804	$ 462,132
Net unrealized loss on held investments	(83,794)	(25,807)
Purchases/additional fundings	68,950	0
Dispositions/sales	(20,290)	(91,606)
Net realized (loss) gain on exited investments	(912)	36,078
Previously recorded unrealized gain on exited investment	0	(25,538)
Other, net	0	(455)
Ending balance	318,758	354,804
Deferred Compensation Plan Assets
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	40,128	57,444
Purchases/additional fundings	9,183	5,786
Dispositions/sales	(12,621)	(27,715)
Realized and unrealized (losses) gains	(274)	2,519
Other, net	(1,392)	(2,094)
Ending balance	$ 37,808	$ 40,128

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Fair Value Measurements (Fair Value Measurements on a Nonrecurring Basis) (Details) - Fair Value, Measurements, Nonrecurring $ in Thousands	Dec. 31, 2018 USD ($)
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Real estate assets	$ 14,971
Level 3
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Real estate assets	$ 14,971

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Fair Value Measurements (Carrying amounts and fair value of financial instruments) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Unsecured revolving credit facilities - Carrying Amount	$ 80,000	$ 0
Deferred financing costs, net and other	59,226	74,352
Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Unsecured debt, gross	850,000	850,000
Deferred financing costs, net and other	5,998	6,386
Unsecured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Unsecured debt, gross	750,000	750,000
Deferred financing costs, net and other	5,179	1,266
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash equivalents - Carrying Amount	261,981	1,500,227
Mortgages payable, gross	8,215,847	8,203,839
Unsecured revolving credit facilities - Carrying Amount	80,000	0
Long-term debt - Carrying Amount	9,895,847	9,803,839
Carrying Amount | Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Unsecured debt, gross	850,000	850,000
Carrying Amount | Unsecured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Unsecured debt, gross	750,000	750,000
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Long-term debt - Fair Value	9,856,000	9,822,000
Fair Value | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Cash Equivalents - Fair Value	262,000	1,500,000
Unsecured revolving credit facilities - Fair Value	80,000	0
Fair Value | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Mortgages payable, gross	8,179,000	8,194,000
Fair Value | Senior Unsecured Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Unsecured debt, gross	847,000	878,000
Fair Value | Unsecured Debt | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Unsecured debt, gross	$ 750,000	$ 750,000

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Stock-based Compensation (Out Performance Plans Narrative) (Details)		12 Months Ended
	Mar. 15, 2018 USD ($) component	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Full Value Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) | shares		1,848,000
Full Value Awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) | shares		6,000,000
Not Full Value Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares) | shares		12,000,000
Out Performance Plan
Out Performance Plan
Share-based compensation expense		$ 8,040,000	$ 7,558,000	$ 7,250,000
Amortized share based compensation		10,052,000
Out Performance Plan 2018
Out Performance Plan
Out of performance plan notional amount	$ 35,000,000	$ 35,000,000
Number of components of out performance plan | component	2
Percentage of notional amount granted		78.20%
Amount of basis points by which vornado underperforms the index, total	6.00%
Amount of basis points by which vornado underperforms the index	2.00%
Grant-date fair value		$ 10,300,000
OPP Units Earned, String		To be determined in 2021
Out Performance Plan 2017
Out Performance Plan
Out of performance plan notional amount		$ 35,000,000
Percentage of notional amount granted		86.60%
Grant-date fair value		$ 10,800,000
OPP Units Earned, String		To be determined in 2020
Out Performance Plan 2016
Out Performance Plan
Out of performance plan notional amount		$ 40,000,000
Percentage of notional amount granted		86.70%
Grant-date fair value		$ 11,800,000
OPP Units Earned, String		Not earned
Award Amortization Period		5 years
Absolute | Out Performance Plan 2018
Out Performance Plan
Duration of performance measurement period	3 years
Required shareholder return three year	21.00%
Absolute | Out Performance Plan 2017
Out Performance Plan
Required shareholder return three year	21.00%
Relative | Out Performance Plan 2018
Out Performance Plan
Required shareholder return under relative component	3.00%		3.00%
Percentage of shareholder return under which no awards will be earned	0.00%
Relative | Out Performance Plan 2018 | Maximum
Out Performance Plan
Percentage awards will be reduced if total shareholder return is zero or negative	50.00%
SNL US Office REIT Index | Relative | Out Performance Plan 2018
Out Performance Plan
Required shareholder return per year	70.00%
SNL US Retail Index | Relative | Out Performance Plan 2018
Out Performance Plan
Required shareholder return per year	30.00%

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Stock-based Compensation (Summary of Share Based Compensation Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 31,722	$ 32,829	$ 33,979
Out Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	17,763	20,630	21,136
Out Performance Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	10,689	10,723	11,055
AO LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	2,113	0	0
Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	587	747	937
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 570	$ 729	$ 851

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Stock-based Compensation (Summary of Unrecognized Compensation Expense) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 24,914
Unrecognized compensation expense, Weighted Average Remaining Contractual Term	1 year 219 days
Out Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 17,930
Unrecognized compensation expense, Weighted Average Remaining Contractual Term	1 year 219 days
Out Performance Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 3,798
Unrecognized compensation expense, Weighted Average Remaining Contractual Term	1 year 292 days
AO LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 1,371
Unrecognized compensation expense, Weighted Average Remaining Contractual Term	1 year 219 days
Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 902
Unrecognized compensation expense, Weighted Average Remaining Contractual Term	1 year 255 days
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 913
Unrecognized compensation expense, Weighted Average Remaining Contractual Term	1 year 255 days

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Stock-based Compensation (AO LTIP Units & Vornado Stock Options Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 12, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (years)		4 years
Proceeds received from exercise of employee share options and other		$ 7,309	$ 29,712	$ 8,269
AO LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Threshold level, percent		100.00%
Special allocation, percent	10.00%
Special distribution, percent	10.00%
Stock options expiration term		10 years
Grant-date fair value		$ 3,484
Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (years)		4 years
Stock options expiration term		10 years
Grants in period, weighted average grant date fair value		$ 18.42	$ 25.84	$ 22.14
Proceeds received from exercise of employee share options and other		$ 5,927	$ 28,253	$ 6,825
Exercises in period, intrinsic value		$ 25,820	$ 9,178	$ 5,519

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Stock-based Compensation (AO LTIP Units Vornado Stock Options) (Details)	12 Months Ended
	Dec. 31, 2018 USD ($) $ / shares shares
AO LTIP Units
Shares
Options outstanding at beginning of period (shares) | shares	185,046
Cancelled or expired (shares) | shares	(6,200)
Options outstanding at end of period (shares) | shares	178,846
Weighted- Average Exercise Price
Options outstanding at beginning of period (in usd per share) | $ / shares	$ 72.40
Cancelled or expired (in usd per share) | $ / shares	72.40
Options outstanding at end of period (in usd per share) | $ / shares	$ 72.40
Employee Stock Options
Shares
Options outstanding at beginning of period (shares) | shares	2,823,900
Granted (shares) | shares	33,897
Exercised (shares) | shares	(620,157)
Cancelled or expired (shares) | shares	(7,347)
Options outstanding at end of period (shares) | shares	2,230,293
Options vested and expected to vest at end of period (shares) | shares	2,240,526
Option exercisable at end of period (shares) | shares	2,162,843
Weighted- Average Exercise Price
Options outstanding at beginning of period (in usd per share) | $ / shares	$ 46.62
Granted (in usd per share) | $ / shares	72.40
Exercised (in usd per share) | $ / shares	28.52
Cancelled or expired (in usd per share) | $ / shares	75.25
Options outstanding at end of period (in usd per share) | $ / shares	51.95
Options vested and expected to vest at end of period (in usd per share) | $ / shares	52.13
Options exercisable at end of period (in usd per share) | $ / shares	$ 51.15
Weighted- Average Remaining Contractual Term
Options outstanding, Weighted Average Remaining Contractual Term	1 year 219 days
Options vested and expected to vest, Weighted Average Remaining Contractual Term	1 year 219 days
Options exercisable, Weighted Average Remaining Contractual Term	1 year 146 days
Aggregate Intrinsic Value
Options outstanding, Aggregate Intrinsic Value | $	$ 26,464,877
Options vested and expected to vest, Aggregate Intrinsic Value | $	26,472,765
Options exercisable, Aggregate Intrinsic Value | $	$ 26,464,877

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Stock-based Compensation (Schedule of AO LTIP Units & Share Based Payment Award Stock Options Valuation Assumptions) (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	35.00%	35.00%	35.00%
Expected life (years)	5 years	5 years	5 years
Risk free interest rate	2.25%	1.95%	1.76%
Expected dividend yield (percentage)	2.90%	3.00%	3.20%
AO LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	35.00%
Expected life (years)	5 years
Risk free interest rate	2.25%
Expected dividend yield (percentage)	2.90%

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Stock-based Compensation (Vornado Restricted Stock or Restricted Operating Partnership Units Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (years)	4 years
Restricted Operating Partnership Units Plan
Share Based Compensation Equity Instruments Other Than Stock Options And Restricted Stock Units Summary
Dividends, share-based compensation	$ 2,559	$ 2,310	$ 1,968
Grant-date fair value	17,463	24,927	18,492
Vested in period, fair value	18,037	20,903	22,701
Restricted Stock Units RSU
Share Based Compensation Equity Instruments Other Than Stock Options And Restricted Stock Units Summary
Dividends, share-based compensation	44	46	56
Grant-date fair value	623	601	927
Vested in period, fair value	$ 492	$ 645	$ 641

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Stock-based Compensation (Summary of Restricted Stock or Restricted Operating Partnership Units) (Details)	12 Months Ended
	Dec. 31, 2018 $ / shares shares
Restricted Operating Partnership Units Plan
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested at beginning of period (shares) | shares	628,962
Granted (shares) | shares	267,203
Vested (shares) | shares	(246,670)
Cancelled or expired (shares) | shares	(7,651)
Unvested at end of period (shares) | shares	641,844
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested at beginning of period (in usd per share) | $ / shares	$ 76.13
Granted (in usd per share) | $ / shares	65.36
Vested (in usd per share) | $ / shares	73.12
Cancelled or expired (in usd per share) | $ / shares	76.62
Unvested at end of period (in usd per share) | $ / shares	$ 72.79
Restricted Stock Units RSU
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested at beginning of period (shares) | shares	14,845
Granted (shares) | shares	8,602
Vested (shares) | shares	(6,247)
Cancelled or expired (shares) | shares	(514)
Unvested at end of period (shares) | shares	16,686
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested at beginning of period (in usd per share) | $ / shares	$ 81.05
Granted (in usd per share) | $ / shares	72.40
Vested (in usd per share) | $ / shares	78.75
Cancelled or expired (in usd per share) | $ / shares	78.38
Unvested at end of period (in usd per share) | $ / shares	$ 77.54

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Interest and Other Investment Income, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Net Investment Income [Line Items]
(Decrease) increase in fair value of marketable securities	$ (26,453)	$ 0	$ 0
Interest on cash and cash equivalents and restricted cash	15,827	8,171	3,622
Dividends on marketable securities	13,339	13,276	13,135
Interest on loans receivable	10,298	4,352	3,890
Other, net	4,046	5,062	3,688
Interest and other investment income, net	17,057	30,861	24,335
Lexington Realty Trust
Net Investment Income [Line Items]
(Decrease) increase in fair value of marketable securities	(26,596)	0	0
Other
Net Investment Income [Line Items]
(Decrease) increase in fair value of marketable securities	143	$ 0	$ 0
Mezzanine Loan
Net Investment Income [Line Items]
Interest on loans receivable	$ 6,707

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Interest and Debt Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Interest and Debt Expense [Abstract]
Interest expense	$ 389,136	$ 359,819	$ 328,398
Amortization of deferred financing costs	31,979	34,066	32,185
Capitalized interest and debt expense	(73,166)	(48,231)	(30,343)
Interest and debt expense	$ 347,949	$ 345,654	$ 330,240

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Income Per Share / Income Per Class A Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests									$ 449,356	$ 239,824	$ 526,686
Income (loss) from discontinued operations, net of income attributable to noncontrolling interests									598	(12,408)	380,231
Net income attributable to Vornado / Vornado Realty L.P.									449,954	227,416	906,917
Preferred share dividends / unit distributions									(50,636)	(65,399)	(75,903)
Preferred share / unit issuance cost									(14,486)	0	(7,408)
NET INCOME attributable to common shareholders / Class A unitholders	$ 100,494	$ 190,645	$ 111,534	$ (17,841)	$ 27,319	$ (29,026)	$ 115,972	$ 47,752	384,832	162,017	823,606
Earnings allocated to unvested participating securities									(44)	(46)	(96)
Numerator for basic (loss) income per share / per Class A unit									384,788	161,971	823,510
Earnings allocated to Out-Performance Plan units									174	230	806
Convertible preferred share dividends / unit distributions									62	0	86
Numerator for diluted income per share / per Class A unit									$ 385,024	$ 162,201	$ 824,402
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Denominator for basic income per share - weighted average shares (in shares)									190,219	189,526	188,837
Vornado stock options and restricted share awards (in shares)									933	1,448	1,064
Out-Performance Plan units									101	284	230
Convertible preferred shares / units									37	0	42
Denominator for diluted income per share - weighted average shares and assumed conversions (in shares)									191,290	191,258	190,173
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net (in dollars per share)									$ 2.02	$ 0.92	$ 2.35
Income (loss) from discontinued operations, net (in dollars per share)									0.00	(0.07)	2.01
Net income per common share (in dollars per share)	$ 0.53	$ 1.00	$ 0.59	$ (0.09)	$ 0.14	$ (0.15)	$ 0.61	$ 0.25	2.02	0.85	4.36
INCOME PER COMMON SHARE – DILUTED:
Income (loss) from continuing operations, net (in dollars per share)									2.01	0.91	2.34
Income (loss) from discontinued operations, net (in dollars per share)									0.00	(0.06)	2.00
Net income per common share (in dollars per share)	$ 0.53	$ 1.00	$ 0.58	$ (0.09)	$ 0.14	$ (0.15)	$ 0.61	$ 0.25	$ 2.01	$ 0.85	$ 4.34
Vornado Realty L.P.
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests									$ 474,988	$ 251,554	$ 555,659
Income (loss) from discontinued operations, net of income attributable to noncontrolling interests									638	(13,228)	404,912
Net income attributable to Vornado / Vornado Realty L.P.									475,626	238,326	960,571
Preferred share dividends / unit distributions									(50,830)	(65,593)	(76,097)
Preferred share / unit issuance cost									(14,486)	0	(7,408)
NET INCOME attributable to common shareholders / Class A unitholders	$ 107,125	$ 203,268	$ 118,931	$ (19,014)	$ 29,123	$ (30,952)	$ 123,630	$ 50,932	410,310	172,733	877,066
Earnings allocated to unvested participating securities									(2,973)	(3,232)	(4,177)
Numerator for basic (loss) income per share / per Class A unit									407,337	169,501	872,889
Convertible preferred share dividends / unit distributions									62	0	86
Numerator for diluted income per share / per Class A unit									$ 407,399	$ 169,501	$ 872,975
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Denominator for basic income per Class A unit - weighted average units and assumed conversions									202,068	201,214	200,350
Vornado stock options and restricted share awards (in shares)									1,307	2,086	1,625
Out-Performance Plan units									37	0	42
Denominator for diluted income per Class A unit - weighted average units and assumed conversions									203,412	203,300	202,017
INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net (in dollars per share)									$ 2.01	$ 0.91	$ 2.34
Income (loss) from discontinued operations, net (in dollars per share)									0.01	(0.07)	2.02
Net income per Class A unit (in dollars per share)	$ 0.53	$ 1.00	$ 0.58	$ (0.10)	$ 0.14	$ (0.16)	$ 0.61	$ 0.25	2.02	0.84	4.36
INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net (in dollars per share)									2.00	0.90	2.32
Income (loss) from discontinued operations, net (in dollars per share)									0.00	(0.07)	2.00
Net income per Class A unit (in dollars per share)	$ 0.52	$ 0.99	$ 0.58	$ (0.10)	$ 0.14	$ (0.16)	$ 0.61	$ 0.25	$ 2.00	$ 0.83	$ 4.32

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Income Per Share / Income Per Class A Unit (Narrative) (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Antidilutive Securities Excluded From Computation Of Earnings Per Share
Weighted average common share equivalents of excluded dilutive securities due to anti-dilutive effect	12,232	12,165	12,022
Vornado Realty L.P.
Antidilutive Securities Excluded From Computation Of Earnings Per Share
Weighted average common share equivalents of excluded dilutive securities due to anti-dilutive effect	110	124	178

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Leases (Schedule of Future Base Rental) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
As lessor: Operating Leases Future Minimum Payments Receivable
2019	$ 1,547,162
2020	1,510,097
2021	1,465,024
2022	1,407,615
2023	1,269,141
Thereafter	$ 5,832,467

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Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Concentration Risk
Percentage rent	$ 4,746	$ 4,062	$ 3,590
Rent expense	$ 41,063	$ 40,219	$ 40,170
Sales Revenue, Net | Customer Concentration Risk
Concentration Risk
Percentage of total revenues that none of our tenants accounted for	10.00%	10.00%	10.00%

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Leases (Schedule of Future Minimum Rental Payments for Operating Leases) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
As lessee: Operating Leases Future Minimum Payments Due
2019	$ 46,147
2020	45,258
2021	42,600
2022	43,840
2023	44,747
Thereafter	$ 1,612,627

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Multiemployer Benefit Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Multiemployer Benefit Plans
Multiemployer plans contributions represent more than 5% of total employer contributions	false	false	false
Multiemployer Pension Plans
Multiemployer Benefit Plans
Multiemployer plan, period contributions	$ 10,377	$ 10,113	$ 9,479
Multiemployer Health Plans
Multiemployer Benefit Plans
Multiemployer plan, period contributions	$ 30,354	$ 29,549	$ 32,998

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Commitments and Contingencies (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
Other Commitments
Guarantees and master leases	$ 660,000,000
Outstanding letters of credit	13,337,000
Commitment to fund additional capital to partially owned entities	18,000,000
Other commitment	404,000,000
General Liability
Insurance
Insurance limit per property	300,000,000
Insurance limit per occurrence	300,000,000
All Risk And Rental Value
Insurance
Insurance limit per occurrence	2,000,000,000
Earthquake California Properties
Insurance
Insurance limit per occurrence	260,000,000
Insurance maximum coverage limit in aggregate	$ 260,000,000
Vornado deductible, percentage of property value	5.00%
Terrorism Acts
Insurance
Insurance limit per occurrence	$ 4,000,000,000
Insurance maximum coverage limit in aggregate	4,000,000,000.0
NBCR Acts
Insurance
Insurance limit per occurrence	2,000,000,000
Insurance maximum coverage limit in aggregate	2,000,000,000.0
PPIC | NBCR Acts
Insurance
Insurance deductible	$ 1,453,000
Insurance deductible percentage of balance of covered loss	19.00%
Farley Office and Retail Building | Joint Venture
Other Commitments
Equity method ownership percentage	95.00%

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Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Urban Edge Properties
Related Party Transaction
Percentage of affiliated entity owned by company	4.50%
Alexanders Inc
Related Party Transaction
Percentage of affiliated entity owned by company	32.40%
Percentage of affiliated entity owned by related parties	26.20%
Interstate Properties
Related Party Transaction
Percentage of company owned by related party	7.10%
Related party transaction annual fee percentage	4.00%
Term of management agreement	1 year
Period allowed for termination of automatic renewal of management agreement	60 days
Fee and other income from related parties (in US dollars)	$ 453	$ 501	$ 521

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Summary of Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Quarterly Financial Information Disclosure
Revenues	$ 543,417	$ 542,048	$ 541,818	$ 536,437	$ 536,226	$ 528,755	$ 511,087	$ 508,058	$ 2,163,720	$ 2,084,126	$ 2,003,742
Net income attributable to Vornado common shareholders / Class A unit holders	$ 100,494	$ 190,645	$ 111,534	$ (17,841)	$ 27,319	$ (29,026)	$ 115,972	$ 47,752	$ 384,832	$ 162,017	$ 823,606
Net income per common share - Basic (in dollars per share)	$ 0.53	$ 1.00	$ 0.59	$ (0.09)	$ 0.14	$ (0.15)	$ 0.61	$ 0.25	$ 2.02	$ 0.85	$ 4.36
Net income per common share - Diluted (in dollars per share)	$ 0.53	$ 1.00	$ 0.58	$ (0.09)	$ 0.14	$ (0.15)	$ 0.61	$ 0.25	$ 2.01	$ 0.85	$ 4.34
Vornado Realty L.P.
Quarterly Financial Information Disclosure
Revenues	$ 543,417	$ 542,048	$ 541,818	$ 536,437	$ 536,226	$ 528,755	$ 511,087	$ 508,058	$ 2,163,720	$ 2,084,126	$ 2,003,742
Net income attributable to Vornado common shareholders / Class A unit holders	$ 107,125	$ 203,268	$ 118,931	$ (19,014)	$ 29,123	$ (30,952)	$ 123,630	$ 50,932	$ 410,310	$ 172,733	$ 877,066
Net income per Class A unit - Basic (in dollars per share)	$ 0.53	$ 1.00	$ 0.58	$ (0.10)	$ 0.14	$ (0.16)	$ 0.61	$ 0.25	$ 2.02	$ 0.84	$ 4.36
Net income per Class A unit - Diluted (in dollars per share)	$ 0.52	$ 0.99	$ 0.58	$ (0.10)	$ 0.14	$ (0.16)	$ 0.61	$ 0.25	$ 2.00	$ 0.83	$ 4.32

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Segment Information (Reconciliation of Net Income to NOI) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net income	$ 422,603	$ 264,128	$ 981,922
Income from partially owned entities	(9,149)	(15,200)	(168,948)
Loss (income) from real estate fund investments	89,231	(3,240)	23,602
Interest and other investment income, net	(17,057)	(30,861)	(24,335)
Net gain on disposition of wholly owned and partially owned assets	(246,031)	(501)	(160,433)
Purchase price fair value adjustment	(44,060)	0	0
(Income) loss from discontinued operations	(638)	13,228	(404,912)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(71,186)	(65,311)	(66,182)
Depreciation and amortization expense	446,570	429,389	421,023
General and administrative	141,871	150,782	143,643
Transaction related costs, impairment loss and other	31,320	1,776	9,451
NOI from partially owned entities	253,564	269,164	271,114
Interest and debt expense	347,949	345,654	330,240
Income tax expense	37,633	42,375	7,923
NOI at share	1,382,620	1,401,383	1,364,108
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(44,704)	(86,842)	(170,477)
NOI at share - cash basis	1,337,916	1,314,541	1,193,631
Real estate fund investments
Segment Reporting Information [Line Items]
Income from partially owned entities	89,231	(3,240)	23,602
Loss (income) from real estate fund investments	$ 89,231	$ (3,240)	$ 23,602

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Segment Information (Summary of NOI by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Segment Reporting Information [Line Items]
Total revenues	$ 543,417	$ 542,048	$ 541,818	$ 536,437	$ 536,226	$ 528,755	$ 511,087	$ 508,058	$ 2,163,720	$ 2,084,126	$ 2,003,742
NOI - consolidated									1,200,242	1,197,530	1,159,176
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries									(71,186)	(65,311)	(66,182)
Add: Our share of NOI from partially owned entities									253,564	269,164	271,114
NOI at share									1,382,620	1,401,383	1,364,108
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other									(44,704)	(86,842)	(170,477)
NOI at share - cash basis									1,337,916	1,314,541	1,193,631
Balance Sheet Data:
Real estate, at cost	16,237,883				14,756,295				16,237,883	14,756,295	14,187,820	$ 13,545,295
Investments in partially owned entities	858,113				1,056,829				858,113	1,056,829
Assets	17,180,794				17,397,934				17,180,794	17,397,934
New York
Segment Reporting Information [Line Items]
Total revenues									1,836,036	1,779,307	1,713,374
NOI - consolidated									1,029,572	1,022,637	996,620
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries									(48,490)	(45,899)	(47,480)
Add: Our share of NOI from partially owned entities									195,908	189,327	159,386
NOI at share									1,176,990	1,166,065	1,108,526
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other									(45,427)	(79,202)	(143,239)
NOI at share - cash basis									1,131,563	1,086,863	965,287
Balance Sheet Data:
Real estate, at cost	12,351,943				11,025,092				12,351,943	11,025,092
Investments in partially owned entities	719,456				861,430				719,456	861,430
Assets	14,628,712				13,780,817				14,628,712	13,780,817
Other
Segment Reporting Information [Line Items]
Total revenues									327,684	304,819	290,368
NOI - consolidated									170,670	174,893	162,556
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries									(22,696)	(19,412)	(18,702)
Add: Our share of NOI from partially owned entities									57,656	79,837	111,728
NOI at share									205,630	235,318	255,582
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other									723	(7,640)	(27,238)
NOI at share - cash basis									206,353	227,678	228,344
Balance Sheet Data:
Real estate, at cost	3,885,940				3,731,203				3,885,940	3,731,203
Investments in partially owned entities	138,657				195,399				138,657	195,399
Assets	$ 2,552,082				$ 3,617,117				2,552,082	3,617,117
Real Estate
Segment Reporting Information [Line Items]
Total revenues									2,163,720	2,084,126	2,003,742
Real Estate | New York
Segment Reporting Information [Line Items]
Total revenues									1,836,036	1,779,307	1,713,374
Real Estate | Other
Segment Reporting Information [Line Items]
Total revenues									327,684	304,819	290,368
Management Service
Segment Reporting Information [Line Items]
Operating expenses									963,478	886,596	844,566
Management Service | New York
Segment Reporting Information [Line Items]
Operating expenses									806,464	756,670	716,754
Management Service | Other
Segment Reporting Information [Line Items]
Operating expenses									$ 157,014	$ 129,926	$ 127,812

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SEC Schedule II Valuation and Qualifying Accounts (Details) - Allowance For Doubtful Accounts - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 6,480	$ 8,621	$ 10,075
Additions Charged Against Operations	1,910	26	1,827
Uncollectible Accounts Written-off	(2,592)	(2,167)	(3,281)
Balance at End of Year	$ 5,798	$ 6,480	$ 8,621

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SEC Schedule III Real Estate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Real Estate And Accumulated Depreciation
Encumbrances	$ 8,215,847
Initial cost to company
Land	3,410,579
Buildings and improvements	8,070,300
Costs capitalized subsequent to acquisition	4,757,004
Gross amount at which carried at close of period
Land	3,306,280
Buildings and improvements	12,931,603
Total	16,237,883
Accumulated depreciation and amortization	3,180,175	$ 2,885,283	$ 2,581,514	$ 2,356,728
Net basis difference of assets and liabilities between tax basis and GAAP basis	$ 1,900,000
Real estate and accumulated depreciation life used for depreciation	40 years
Leasehold Improvements Equipment and Other
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	0
Costs capitalized subsequent to acquisition	108,427
Gross amount at which carried at close of period
Land	0
Buildings and improvements	108,427
Total	108,427
Accumulated depreciation and amortization	80,220
New York
Real Estate And Accumulated Depreciation
Encumbrances	6,190,013
Initial cost to company
Land	2,889,512
Buildings and improvements	6,718,740
Costs capitalized subsequent to acquisition	2,723,095
Gross amount at which carried at close of period
Land	2,933,494
Buildings and improvements	9,397,853
Total	12,331,347
Accumulated depreciation and amortization	2,461,158
New York | Manhattan
Real Estate And Accumulated Depreciation
Encumbrances	6,190,013
Initial cost to company
Land	2,859,609
Buildings and improvements	6,597,028
Costs capitalized subsequent to acquisition	2,586,992
Gross amount at which carried at close of period
Land	2,902,555
Buildings and improvements	9,141,074
Total	12,043,629
Accumulated depreciation and amortization	2,325,315
New York | Manhattan | 1290 Avenue of the Americas
Real Estate And Accumulated Depreciation
Encumbrances	950,000
Initial cost to company
Land	515,539
Buildings and improvements	923,653
Costs capitalized subsequent to acquisition	231,245
Gross amount at which carried at close of period
Land	515,539
Buildings and improvements	1,154,898
Total	1,670,437
Accumulated depreciation and amortization	$ 336,807
Date of construction	1963
Date acquired	2007
New York | Manhattan | 697-703 Fifth Avenue (St. Regis)
Real Estate And Accumulated Depreciation
Encumbrances	$ 450,000
Initial cost to company
Land	152,825
Buildings and improvements	584,230
Costs capitalized subsequent to acquisition	566
Gross amount at which carried at close of period
Land	152,825
Buildings and improvements	584,796
Total	737,621
Accumulated depreciation and amortization	$ 61,014
Date acquired	2014
New York | Manhattan | 350 Park Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 400,000
Initial cost to company
Land	265,889
Buildings and improvements	363,381
Costs capitalized subsequent to acquisition	50,265
Gross amount at which carried at close of period
Land	265,889
Buildings and improvements	413,646
Total	679,535
Accumulated depreciation and amortization	$ 130,828
Date of construction	1960
Date acquired	2006
New York | Manhattan | 666 Fifth Avenue (Retail Condo)
Real Estate And Accumulated Depreciation
Encumbrances	$ 390,000
Initial cost to company
Land	189,005
Buildings and improvements	471,072
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	189,005
Buildings and improvements	471,072
Total	660,077
Accumulated depreciation and amortization	$ 73,059
Date acquired	2012
New York | Manhattan | PENN1
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	412,169
Costs capitalized subsequent to acquisition	257,803
Gross amount at which carried at close of period
Land	0
Buildings and improvements	669,972
Total	669,972
Accumulated depreciation and amortization	$ 300,399
Date of construction	1972
Date acquired	1998
New York | Manhattan | 100 West 33rd Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 398,402
Initial cost to company
Land	242,776
Buildings and improvements	247,970
Costs capitalized subsequent to acquisition	35,200
Gross amount at which carried at close of period
Land	242,776
Buildings and improvements	283,170
Total	525,946
Accumulated depreciation and amortization	$ 88,054
Date of construction	1911
Date acquired	2007
New York | Manhattan | 1535 Broadway (Marriott Marquis)
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	130,433
Buildings and improvements	322,581
Costs capitalized subsequent to acquisition	161,766
Gross amount at which carried at close of period
Land	130,439
Buildings and improvements	484,341
Total	614,780
Accumulated depreciation and amortization	$ 36,439
Date acquired	2012
New York | Manhattan | 150 West 34th Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 205,000
Initial cost to company
Land	119,657
Buildings and improvements	268,509
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	119,657
Buildings and improvements	268,509
Total	388,166
Accumulated depreciation and amortization	$ 24,054
Date of construction	1900
Date acquired	2015
New York | Manhattan | 1540 Broadway
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	105,914
Buildings and improvements	214,208
Costs capitalized subsequent to acquisition	28,868
Gross amount at which carried at close of period
Land	105,914
Buildings and improvements	243,076
Total	348,990
Accumulated depreciation and amortization	$ 61,252
Date acquired	2006
New York | Manhattan | 655 Fifth Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 140,000
Initial cost to company
Land	102,594
Buildings and improvements	231,903
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	102,594
Buildings and improvements	231,903
Total	334,497
Accumulated depreciation and amortization	$ 30,681
Date acquired	2013
New York | Manhattan | PENN2
Real Estate And Accumulated Depreciation
Encumbrances	$ 575,000
Initial cost to company
Land	53,615
Buildings and improvements	164,903
Costs capitalized subsequent to acquisition	119,920
Gross amount at which carried at close of period
Land	52,689
Buildings and improvements	285,749
Total	338,438
Accumulated depreciation and amortization	$ 161,909
Date of construction	1968
Date acquired	1997
New York | Manhattan | 90 Park Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	8,000
Buildings and improvements	175,890
Costs capitalized subsequent to acquisition	183,882
Gross amount at which carried at close of period
Land	8,000
Buildings and improvements	359,772
Total	367,772
Accumulated depreciation and amortization	$ 128,983
Date of construction	1964
Date acquired	1997
New York | Manhattan | Manhattan Mall
Real Estate And Accumulated Depreciation
Encumbrances	$ 181,598
Initial cost to company
Land	88,595
Buildings and improvements	113,473
Costs capitalized subsequent to acquisition	71,596
Gross amount at which carried at close of period
Land	88,595
Buildings and improvements	185,069
Total	273,664
Accumulated depreciation and amortization	$ 65,646
Date of construction	2009
Date acquired	2007
New York | Manhattan | 770 Broadway
Real Estate And Accumulated Depreciation
Encumbrances	$ 700,000
Initial cost to company
Land	52,898
Buildings and improvements	95,686
Costs capitalized subsequent to acquisition	135,290
Gross amount at which carried at close of period
Land	52,898
Buildings and improvements	230,976
Total	283,874
Accumulated depreciation and amortization	$ 93,238
Date of construction	1907
Date acquired	1998
New York | Manhattan | 888 Seventh Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 375,000
Initial cost to company
Land	0
Buildings and improvements	117,269
Costs capitalized subsequent to acquisition	142,980
Gross amount at which carried at close of period
Land	0
Buildings and improvements	260,249
Total	260,249
Accumulated depreciation and amortization	$ 122,204
Date of construction	1980
Date acquired	1998
New York | Manhattan | PENN11
Real Estate And Accumulated Depreciation
Encumbrances	$ 450,000
Initial cost to company
Land	40,333
Buildings and improvements	85,259
Costs capitalized subsequent to acquisition	110,281
Gross amount at which carried at close of period
Land	40,333
Buildings and improvements	195,540
Total	235,873
Accumulated depreciation and amortization	$ 79,373
Date of construction	1923
Date acquired	1997
New York | Manhattan | 640 Fifth Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	38,224
Buildings and improvements	25,992
Costs capitalized subsequent to acquisition	160,092
Gross amount at which carried at close of period
Land	38,224
Buildings and improvements	186,084
Total	224,308
Accumulated depreciation and amortization	$ 61,374
Date of construction	1950
Date acquired	1997
New York | Manhattan | 909 Third Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 350,000
Initial cost to company
Land	0
Buildings and improvements	120,723
Costs capitalized subsequent to acquisition	107,457
Gross amount at which carried at close of period
Land	0
Buildings and improvements	228,180
Total	228,180
Accumulated depreciation and amortization	$ 98,992
Date of construction	1969
Date acquired	1999
New York | Manhattan | 150 East 58th Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	39,303
Buildings and improvements	80,216
Costs capitalized subsequent to acquisition	47,732
Gross amount at which carried at close of period
Land	39,303
Buildings and improvements	127,948
Total	167,251
Accumulated depreciation and amortization	$ 60,078
Date of construction	1969
Date acquired	1998
New York | Manhattan | 595 Madison Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	62,731
Buildings and improvements	62,888
Costs capitalized subsequent to acquisition	40,335
Gross amount at which carried at close of period
Land	62,731
Buildings and improvements	103,223
Total	165,954
Accumulated depreciation and amortization	$ 41,920
Date of construction	1968
Date acquired	1999
New York | Manhattan | 330 West 34th Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	8,599
Costs capitalized subsequent to acquisition	145,486
Gross amount at which carried at close of period
Land	0
Buildings and improvements	154,085
Total	154,085
Accumulated depreciation and amortization	$ 30,432
Date of construction	1925
Date acquired	1998
New York | Manhattan | 828 To 850 Madison Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	107,937
Buildings and improvements	28,261
Costs capitalized subsequent to acquisition	2,115
Gross amount at which carried at close of period
Land	107,937
Buildings and improvements	30,376
Total	138,313
Accumulated depreciation and amortization	$ 9,658
Date acquired	2005
New York | Manhattan | 33-00 Northern Boulevard
Real Estate And Accumulated Depreciation
Encumbrances	$ 100,000
Initial cost to company
Land	46,505
Buildings and improvements	86,226
Costs capitalized subsequent to acquisition	7,518
Gross amount at which carried at close of period
Land	46,505
Buildings and improvements	93,744
Total	140,249
Accumulated depreciation and amortization	$ 9,831
Date of construction	1915
Date acquired	2015
New York | Manhattan | 715 Lexington Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	26,903
Costs capitalized subsequent to acquisition	63,249
Gross amount at which carried at close of period
Land	63,000
Buildings and improvements	27,152
Total	90,152
Accumulated depreciation and amortization	$ 9,346
Date of construction	1923
Date acquired	2001
New York | Manhattan | 478 To 486 Broadway
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	30,000
Buildings and improvements	20,063
Costs capitalized subsequent to acquisition	36,107
Gross amount at which carried at close of period
Land	30,000
Buildings and improvements	56,170
Total	86,170
Accumulated depreciation and amortization	$ 13,790
Date of construction	2009
Date acquired	2007
New York | Manhattan | 4 Union Square South
Real Estate And Accumulated Depreciation
Encumbrances	$ 120,000
Initial cost to company
Land	24,079
Buildings and improvements	55,220
Costs capitalized subsequent to acquisition	3,037
Gross amount at which carried at close of period
Land	24,079
Buildings and improvements	58,257
Total	82,336
Accumulated depreciation and amortization	$ 21,022
Date of construction	1965/2004
Date acquired	1993
New York | Manhattan | Farley Office and Retail Building
Real Estate And Accumulated Depreciation
Encumbrances	$ 257,941
Initial cost to company
Land	0
Buildings and improvements	476,235
Costs capitalized subsequent to acquisition	33,988
Gross amount at which carried at close of period
Land	0
Buildings and improvements	510,223
Total	510,223
Accumulated depreciation and amortization	$ 0
Date of construction	1912
Date acquired	2018
New York | Manhattan | Moynihan Train Hall
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	346,926
Costs capitalized subsequent to acquisition	98,767
Gross amount at which carried at close of period
Land	0
Buildings and improvements	445,693
Total	445,693
Accumulated depreciation and amortization	$ 0
Date of construction	1912
Date acquired	2018
New York | Manhattan | 260 11th Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	80,482
Costs capitalized subsequent to acquisition	1,966
Gross amount at which carried at close of period
Land	0
Buildings and improvements	82,448
Total	82,448
Accumulated depreciation and amortization	$ 7,734
Date of construction	1911
Date acquired	2015
New York | Manhattan | 510 5th Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	34,602
Buildings and improvements	18,728
Costs capitalized subsequent to acquisition	35,545
Gross amount at which carried at close of period
Land	48,403
Buildings and improvements	40,472
Total	88,875
Accumulated depreciation and amortization	$ 9,616
Date acquired	2010
New York | Manhattan | 606 Broadway
Real Estate And Accumulated Depreciation
Encumbrances	$ 51,290
Initial cost to company
Land	45,406
Buildings and improvements	8,993
Costs capitalized subsequent to acquisition	39,821
Gross amount at which carried at close of period
Land	0
Buildings and improvements	94,220
Total	94,220
Accumulated depreciation and amortization	$ 0
Date acquired	2016
New York | Manhattan | 40 Fulton Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	15,732
Buildings and improvements	26,388
Costs capitalized subsequent to acquisition	23,527
Gross amount at which carried at close of period
Land	15,732
Buildings and improvements	49,915
Total	65,647
Accumulated depreciation and amortization	$ 22,146
Date of construction	1987
Date acquired	1998
New York | Manhattan | 689 Fifth Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	19,721
Buildings and improvements	13,446
Costs capitalized subsequent to acquisition	25,575
Gross amount at which carried at close of period
Land	19,721
Buildings and improvements	39,021
Total	58,742
Accumulated depreciation and amortization	$ 13,986
Date of construction	1925
Date acquired	1998
New York | Manhattan | 443 Broadway
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	11,187
Buildings and improvements	41,186
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	11,187
Buildings and improvements	41,186
Total	52,373
Accumulated depreciation and amortization	$ 5,821
Date acquired	2013
New York | Manhattan | 40 East 66th Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	13,616
Buildings and improvements	34,635
Costs capitalized subsequent to acquisition	248
Gross amount at which carried at close of period
Land	13,616
Buildings and improvements	34,883
Total	48,499
Accumulated depreciation and amortization	$ 11,415
Date acquired	2005
New York | Manhattan | 155 Spring Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	13,700
Buildings and improvements	30,544
Costs capitalized subsequent to acquisition	4,872
Gross amount at which carried at close of period
Land	13,700
Buildings and improvements	35,416
Total	49,116
Accumulated depreciation and amortization	$ 9,910
Date acquired	2007
New York | Manhattan | 435 Seventh Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 95,782
Initial cost to company
Land	19,893
Buildings and improvements	19,091
Costs capitalized subsequent to acquisition	40
Gross amount at which carried at close of period
Land	19,893
Buildings and improvements	19,131
Total	39,024
Accumulated depreciation and amortization	$ 7,903
Date of construction	2002
Date acquired	1997
New York | Manhattan | 3040 M Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	7,830
Buildings and improvements	27,490
Costs capitalized subsequent to acquisition	3,583
Gross amount at which carried at close of period
Land	7,830
Buildings and improvements	31,073
Total	38,903
Accumulated depreciation and amortization	$ 10,940
Date acquired	2006
New York | Manhattan | 608 Fifth Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	0
Costs capitalized subsequent to acquisition	39,608
Gross amount at which carried at close of period
Land	0
Buildings and improvements	39,608
Total	39,608
Accumulated depreciation and amortization	$ 11,836
Date of construction	1932
Date acquired	2012
New York | Manhattan | 692 Broadway
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	6,053
Buildings and improvements	22,908
Costs capitalized subsequent to acquisition	3,690
Gross amount at which carried at close of period
Land	6,053
Buildings and improvements	26,598
Total	32,651
Accumulated depreciation and amortization	$ 9,185
Date acquired	2005
New York | Manhattan | 131 to 135 West 33rd Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	8,315
Buildings and improvements	21,312
Costs capitalized subsequent to acquisition	24
Gross amount at which carried at close of period
Land	8,315
Buildings and improvements	21,336
Total	29,651
Accumulated depreciation and amortization	$ 1,424
Date acquired	2016
New York | Manhattan | 265 West 34th Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	28,500
Buildings and improvements	0
Costs capitalized subsequent to acquisition	295
Gross amount at which carried at close of period
Land	28,500
Buildings and improvements	295
Total	28,795
Accumulated depreciation and amortization	$ 0
Date of construction	1920
Date acquired	2015
New York | Manhattan | 304 Canal Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	3,511
Buildings and improvements	12,905
Costs capitalized subsequent to acquisition	(731)
Gross amount at which carried at close of period
Land	3,511
Buildings and improvements	12,174
Total	15,685
Accumulated depreciation and amortization	$ 714
Date of construction	1910
Date acquired	2014
New York | Manhattan | 677 To 679 Madison Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	13,070
Buildings and improvements	9,640
Costs capitalized subsequent to acquisition	541
Gross amount at which carried at close of period
Land	13,070
Buildings and improvements	10,181
Total	23,251
Accumulated depreciation and amortization	$ 3,169
Date acquired	2006
New York | Manhattan | 1135 Third Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	7,844
Buildings and improvements	7,844
Costs capitalized subsequent to acquisition	5,708
Gross amount at which carried at close of period
Land	7,844
Buildings and improvements	13,552
Total	21,396
Accumulated depreciation and amortization	$ 1,901
Date acquired	1997
New York | Manhattan | 486 Eighth Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	20,000
Buildings and improvements	71
Costs capitalized subsequent to acquisition	244
Gross amount at which carried at close of period
Land	20,000
Buildings and improvements	315
Total	20,315
Accumulated depreciation and amortization	$ 0
Date of construction	1928
Date acquired	2016
New York | Manhattan | 431 Seventh Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	16,700
Buildings and improvements	2,751
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	16,700
Buildings and improvements	2,751
Total	19,451
Accumulated depreciation and amortization	$ 808
Date acquired	2007
New York | Manhattan | 138-142 West 32nd Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	9,252
Buildings and improvements	9,936
Costs capitalized subsequent to acquisition	37
Gross amount at which carried at close of period
Land	9,252
Buildings and improvements	9,973
Total	19,225
Accumulated depreciation and amortization	$ 973
Date of construction	1920
Date acquired	2015
New York | Manhattan | 334 Canal Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	1,693
Buildings and improvements	6,507
Costs capitalized subsequent to acquisition	7,603
Gross amount at which carried at close of period
Land	1,693
Buildings and improvements	14,110
Total	15,803
Accumulated depreciation and amortization	$ 1,300
Date acquired	2011
New York | Manhattan | 267 West 34th Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	5,099
Buildings and improvements	10,037
Costs capitalized subsequent to acquisition	(9,760)
Gross amount at which carried at close of period
Land	5,099
Buildings and improvements	277
Total	5,376
Accumulated depreciation and amortization	$ 0
Date acquired	2013
New York | Manhattan | 1540 Broadway Garage
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	4,086
Buildings and improvements	8,914
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	4,086
Buildings and improvements	8,914
Total	13,000
Accumulated depreciation and amortization	$ 2,815
Date of construction	1990
Date acquired	2006
New York | Manhattan | 966 Third Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	8,869
Buildings and improvements	3,631
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	8,869
Buildings and improvements	3,631
Total	12,500
Accumulated depreciation and amortization	$ 484
Date acquired	2013
New York | Manhattan | 148 Spring Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	3,200
Buildings and improvements	8,112
Costs capitalized subsequent to acquisition	406
Gross amount at which carried at close of period
Land	3,200
Buildings and improvements	8,518
Total	11,718
Accumulated depreciation and amortization	$ 2,277
Date acquired	2008
New York | Manhattan | 150 Spring Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	3,200
Buildings and improvements	5,822
Costs capitalized subsequent to acquisition	300
Gross amount at which carried at close of period
Land	3,200
Buildings and improvements	6,122
Total	9,322
Accumulated depreciation and amortization	$ 1,664
Date acquired	2008
New York | Manhattan | 137 West 33rd Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	6,398
Buildings and improvements	1,550
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	6,398
Buildings and improvements	1,550
Total	7,948
Accumulated depreciation and amortization	$ 145
Date of construction	1932
Date acquired	2015
New York | Manhattan | 488 Eighth Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	10,650
Buildings and improvements	1,767
Costs capitalized subsequent to acquisition	(4,653)
Gross amount at which carried at close of period
Land	6,859
Buildings and improvements	905
Total	7,764
Accumulated depreciation and amortization	$ 245
Date acquired	2007
New York | Manhattan | 484 Eighth Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	3,856
Buildings and improvements	762
Costs capitalized subsequent to acquisition	758
Gross amount at which carried at close of period
Land	3,856
Buildings and improvements	1,520
Total	5,376
Accumulated depreciation and amortization	$ 0
Date acquired	1997
New York | Manhattan | 825 7th Avenue
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	1,483
Buildings and improvements	697
Costs capitalized subsequent to acquisition	159
Gross amount at which carried at close of period
Land	1,483
Buildings and improvements	856
Total	2,339
Accumulated depreciation and amortization	$ 400
Date acquired	1997
New York | Manhattan | 537 West 26th Street
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	10,370
Buildings and improvements	17,632
Costs capitalized subsequent to acquisition	16,263
Gross amount at which carried at close of period
Land	26,632
Buildings and improvements	17,633
Total	44,265
Accumulated depreciation and amortization	$ 414
Date acquired	2018
New York | Manhattan | 339 Greenwich
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	2,622
Buildings and improvements	12,333
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	2,622
Buildings and improvements	12,333
Total	14,955
Accumulated depreciation and amortization	$ 572
Date acquired	2017
New York | Manhattan | Other (Including Signage)
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	86,299
Buildings and improvements	506
Costs capitalized subsequent to acquisition	115,778
Gross amount at which carried at close of period
Land	86,299
Buildings and improvements	116,284
Total	202,583
Accumulated depreciation and amortization	35,135
Other | Manhattan | Hotel Pennsylvania
Real Estate And Accumulated Depreciation
Encumbrances	0
Initial cost to company
Land	29,903
Buildings and improvements	121,712
Costs capitalized subsequent to acquisition	111,168
Gross amount at which carried at close of period
Land	29,903
Buildings and improvements	232,880
Total	262,783
Accumulated depreciation and amortization	$ 118,994
Date of construction	1919
Date acquired	1997
Other | Manhattan | Paramus
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	0
Costs capitalized subsequent to acquisition	24,935
Gross amount at which carried at close of period
Land	1,036
Buildings and improvements	23,899
Total	24,935
Accumulated depreciation and amortization	$ 16,849
Date of construction	1967
Date acquired	1987
Other | Manhattan | Hotel Pennsylvania/Paramus
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	29,903
Buildings and improvements	121,712
Costs capitalized subsequent to acquisition	136,103
Gross amount at which carried at close of period
Land	30,939
Buildings and improvements	256,779
Total	287,718
Accumulated depreciation and amortization	135,843
Other | Illinois
Real Estate And Accumulated Depreciation
Encumbrances	675,000
Initial cost to company
Land	69,694
Buildings and improvements	319,146
Costs capitalized subsequent to acquisition	414,852
Gross amount at which carried at close of period
Land	69,701
Buildings and improvements	733,991
Total	803,692
Accumulated depreciation and amortization	311,470
Other | Illinois | the Mart, Chicago
Real Estate And Accumulated Depreciation
Encumbrances	675,000
Initial cost to company
Land	64,528
Buildings and improvements	319,146
Costs capitalized subsequent to acquisition	414,820
Gross amount at which carried at close of period
Land	64,535
Buildings and improvements	733,959
Total	798,494
Accumulated depreciation and amortization	$ 311,470
Date of construction	1930
Date acquired	1998
Other | Illinois | 527 West Kinzie, Chicago
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	5,166
Buildings and improvements	0
Costs capitalized subsequent to acquisition	32
Gross amount at which carried at close of period
Land	5,166
Buildings and improvements	32
Total	5,198
Accumulated depreciation and amortization	$ 0
Date acquired	1998
Other | New York
Real Estate And Accumulated Depreciation
Encumbrances	$ 2,025,834
Initial cost to company
Land	521,067
Buildings and improvements	1,351,560
Costs capitalized subsequent to acquisition	1,925,482
Gross amount at which carried at close of period
Land	372,786
Buildings and improvements	3,425,323
Total	3,798,109
Accumulated depreciation and amortization	638,797
Other | New York | MMPI Piers
Real Estate And Accumulated Depreciation
Encumbrances	0
Initial cost to company
Land	0
Buildings and improvements	0
Costs capitalized subsequent to acquisition	16,412
Gross amount at which carried at close of period
Land	0
Buildings and improvements	16,412
Total	16,412
Accumulated depreciation and amortization	$ 3,003
Date acquired	2008
Other | New York | Total The Mart
Real Estate And Accumulated Depreciation
Encumbrances	$ 675,000
Initial cost to company
Land	69,694
Buildings and improvements	319,146
Costs capitalized subsequent to acquisition	431,264
Gross amount at which carried at close of period
Land	69,701
Buildings and improvements	750,403
Total	820,104
Accumulated depreciation and amortization	314,473
Other | New York | 555 California Street
Real Estate And Accumulated Depreciation
Encumbrances	558,914
Initial cost to company
Land	221,903
Buildings and improvements	893,324
Costs capitalized subsequent to acquisition	186,321
Gross amount at which carried at close of period
Land	209,916
Buildings and improvements	1,091,632
Total	1,301,548
Accumulated depreciation and amortization	$ 294,139
Date of construction	1922,1969 -1970
Date acquired	2007
Other | New York | 220 Central Park South
Real Estate And Accumulated Depreciation
Encumbrances	$ 737,369
Initial cost to company
Land	115,720
Buildings and improvements	16,445
Costs capitalized subsequent to acquisition	1,339,283
Gross amount at which carried at close of period
Land	0
Buildings and improvements	1,471,448
Total	1,471,448
Accumulated depreciation and amortization	$ 0
Date acquired	2005
Other | New York | Borgata Land, Atlantic City, NJ
Real Estate And Accumulated Depreciation
Encumbrances	$ 54,551
Initial cost to company
Land	83,089
Buildings and improvements	0
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	83,089
Buildings and improvements	0
Total	83,089
Accumulated depreciation and amortization	$ 0
Date acquired	2010
Other | New York | 40 East 66th Residential
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	29,199
Buildings and improvements	85,798
Costs capitalized subsequent to acquisition	(93,222)
Gross amount at which carried at close of period
Land	8,454
Buildings and improvements	13,321
Total	21,775
Accumulated depreciation and amortization	$ 3,923
Date acquired	2005
Other | New York | 677-679 Madison
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	1,462
Buildings and improvements	1,058
Costs capitalized subsequent to acquisition	284
Gross amount at which carried at close of period
Land	1,626
Buildings and improvements	1,178
Total	2,804
Accumulated depreciation and amortization	$ 478
Date acquired	2006
Other | New York | Annapolis
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	9,652
Costs capitalized subsequent to acquisition	0
Gross amount at which carried at close of period
Land	0
Buildings and improvements	9,652
Total	9,652
Accumulated depreciation and amortization	$ 3,960
Date acquired	2005
Other | New York | Wayne Towne Center
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	26,137
Costs capitalized subsequent to acquisition	56,955
Gross amount at which carried at close of period
Land	0
Buildings and improvements	83,092
Total	83,092
Accumulated depreciation and amortization	$ 20,474
Date acquired	2010
Other | New York | Other Property
Real Estate And Accumulated Depreciation
Encumbrances	$ 0
Initial cost to company
Land	0
Buildings and improvements	0
Costs capitalized subsequent to acquisition	4,597
Gross amount at which carried at close of period
Land	0
Buildings and improvements	4,597
Total	4,597
Accumulated depreciation and amortization	$ 1,350
Date acquired	2005

XML

SEC Schedule III Rollforward of Real Estate Assets and Accumulated Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward]
Real estate, balance at beginning of period	$ 14,756,295	$ 14,187,820	$ 13,545,295
Additions during the period	16,592,044	14,807,938	14,430,294
Less: Assets sold, written-off and deconsolidated	354,161	51,643	242,474
Real estate, balance at end of period	16,237,883	14,756,295	14,187,820
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward]
Accumulated depreciation, balance at beginning of period	2,885,283	2,581,514	2,356,728
Additions charged to operating expenses	381,500	360,391	346,755
Real estate accumulated depreciation	3,266,783	2,941,905	2,703,483
Less: Accumulated depreciation on assets sold, written-off and deconsolidated	86,608	56,622	121,969
Accumulated depreciation, balance at end of period	3,180,175	2,885,283	2,581,514
Land
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward]
Additions during the period	170,065	21,298	30,805
Buildings & improvements
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward]
Additions during the period	$ 1,665,684	$ 598,820	$ 854,194