Vornado Realty Trust

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

February 13, 2023

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland

No.

001-11954

No.

22-1657560

(State or Other

(Commission

(IRS Employer

Jurisdiction of Incorporation)

File Number)

Identification No.)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware

No.

001-34482

No.

13-3925979

(State or Other

(Commission

(IRS Employer

Jurisdiction of Incorporation)

File Number)

Identification No.)


888 Seventh Avenue
New York,	New York	10019
(Address of Principal Executive offices)		(Zip Code)

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

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

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


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

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

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Vornado Realty Trust

Common Shares of beneficial interest, $.04 par value per share

VNO

New York Stock Exchange

Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:

Vornado Realty Trust

5.40% Series L

VNO/PL

New York Stock Exchange

Vornado Realty Trust

5.25% Series M

VNO/PM

New York Stock Exchange

Vornado Realty Trust

5.25% Series N

VNO/PN

New York Stock Exchange

Vornado Realty Trust

4.45% Series O

VNO/PO

New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On February 13, 2023, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the fourth quarter of 2022. That press release referred to supplemental data that is available on the Company’s website. That press release and the supplemental data are attached to this Current Report on Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.

Exhibits 99.1, 99.2 and 99.3 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits.

	The following exhibits are being furnished as part of this Current Report on Form 8-K:

	99.1	Vornado Realty Trust press release dated February 13, 2023
	99.2	Vornado Realty Trust supplemental operating and financial data for the quarter and year ended December 31, 2022
	99.3	Vornado Realty Trust supplemental fixed income data for the quarter and year ended December 31, 2022
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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


			VORNADO REALTY TRUST
			(Registrant)

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

Date: February 13, 2023

SIGNATURE

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


			VORNADO REALTY L.P.
			(Registrant)
			By:			VORNADO REALTY TRUST,
						Sole General Partner

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

Date: February 13, 2023

Document

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

Vornado Announces Fourth Quarter 2022 Financial Results

New York City | February 13, 2023

Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended December 31, 2022 Financial Results

NET LOSS attributable to common shareholders for the quarter ended December 31, 2022 was $493,280,000, or $2.57 per diluted share, compared to net income attributable to common shareholders of $11,269,000, or $0.06 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended December 31, 2022 was $19,954,000, or $0.10 per diluted share, and $22,977,000, or $0.12 per diluted share for the quarter ended December 31, 2021.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended December 31, 2022 was $176,465,000, or $0.91 per diluted share, compared to $141,017,000, or $0.73 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended December 31, 2022 was $139,041,000, or $0.72 per diluted share, and $156,130,000, or $0.81 per diluted share for the quarter ended December 31, 2021.

Year Ended December 31, 2022 Financial Results

NET LOSS attributable to common shareholders for the year ended December 31, 2022 was $408,615,000, or $2.13 per diluted share, compared to net income attributable to common shareholders of $101,086,000, or $0.53 per diluted share, for the year ended December 31, 2021. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the year ended December 31, 2022 was $126,468,000, or $0.66 per diluted share, and $88,153,000, or $0.46 per diluted share, for the year ended December 31, 2021.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the year ended December 31, 2022 was $638,928,000, or $3.30 per diluted share, compared to $571,074,000, or $2.97 per diluted share, for the year ended December 31, 2021. Adjusting for the items that impact period-to-period comparability listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the year ended December 31, 2022 was $608,892,000, or $3.15 per diluted share, and $549,863,000, or $2.86 per diluted share, for the year ended December 31, 2021.

Non-Cash Impairment Charges

Net loss attributable to common shareholders for the quarter and year ended December 31, 2022 includes $595,488,000 of non-cash impairment charges, of which $483,037,000 relates to Vornado’s common equity investment in the Fifth Avenue and Times Square joint venture ("Retail JV").

By way of background, in April 2019, we recognized a $2.559 billion gain upon the transfer of seven properties to the Retail JV, which included a GAAP required write-up to fair value of its retained interest in the properties. The $483,037,000 impairment charge recognized this quarter together with the $409,060,000 impairment charge previously recognized in 2020, effectively reverse a portion of the $2.559 billion gain attributable to the 2019 required write-up.


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


(Amounts in thousands, except per share amounts)	For the Three Months Ended December 31,				For the Year Ended December 31,
	2022		2021		2022		2021
Net (loss) income attributable to common shareholders	$	(493,280)	$	11,269	$	(408,615)	$	101,086
Per diluted share	$	(2.57)	$	0.06	$	(2.13)	$	0.53

Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Non-cash real estate impairment losses on wholly owned and partially owned assets	$	595,488	$	—	$	595,488	$	7,880
Net gains on disposition of wholly owned and partially owned assets	(47,769)		(11,620)		(62,685)		(15,315)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities	(29,773)		(13,584)		(35,858)		(44,607)
Hotel Pennsylvania loss (primarily accelerated building depreciation expense)	26,614		8,998		71,087		29,472
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)	3,482		9,180		13,665		10,868
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV	—		—		(13,613)		—
Other	3,449		19,569		7,289		(2,436)
	551,491		12,543		575,373		(14,138)
Noncontrolling interests' share of above adjustments	(38,257)		(835)		(40,290)		1,205
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders	$	513,234	$	11,708	$	535,083	$	(12,933)
Per diluted share (non-GAAP)	$	2.67	$	0.06	$	2.79	$	(0.07)

Net income attributable to common shareholders, as adjusted (non-GAAP)	$	19,954	$	22,977	$	126,468	$	88,153
Per diluted share (non-GAAP)	$	0.10	$	0.12	$	0.66	$	0.46


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


(Amounts in thousands, except per share amounts)	For the Three Months Ended December 31,				For the Year Ended December 31,
	2022		2021		2022		2021
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	176,465	$	141,017	$	638,928	$	571,074
Per diluted share (non-GAAP)	$	0.91	$	0.73	$	3.30	$	2.97

Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities	$	(29,773)	$	(13,584)	$	(35,858)	$	(44,607)
Net gains on disposition of wholly owned and partially owned assets	(17,372)		—		(17,372)		(643)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)	3,482		9,180		13,665		10,868
Other	3,449		20,595		7,289		12,026
	(40,214)		16,191		(32,276)		(22,356)
Noncontrolling interests' share of above adjustments	2,790		(1,078)		2,240		1,145
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(37,424)	$	15,113	$	(30,036)	$	(21,211)
Per diluted share (non-GAAP)	$	(0.19)	$	0.08	$	(0.15)	$	(0.11)

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	139,041	$	156,130	$	608,892	$	549,863
Per diluted share (non-GAAP)	$	0.72	$	0.81	$	3.15	$	2.86

FFO, as Adjusted Bridge - Q4 2022 vs. Q4 2021

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2022:


(Amounts in millions, except per share amounts)	FFO, as Adjusted
	Amount		Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021	$	156.1	$	0.81

(Decrease) increase in FFO, as adjusted due to:
Increase in interest expense, net of increase in interest income	(29.6)
Rent commencement and other tenant related items	11.7
Prior period accrual adjustments related to theMART property tax expense	8.1
Straight-line impact of PENN 1 2023 estimated ground rent reset	(5.7)

Other, net	(1.3)
	(16.8)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities	(0.3)
Net decrease	(17.1)		(0.09)

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2022	$	139.0	$	0.72

See page 12 for a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months and years ended December 31, 2022 and 2021. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided above.


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350 Park Avenue:

On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.

Citadel will master lease 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent is being provided. Citadel will also master lease Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

In addition, we have entered into a joint venture with Rudin (“Vornado/Rudin”) to purchase 39 East 51st Street for $40,000,000 and, upon formation of the KG joint venture described below, will combine that property with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”).

From October 2024 to June 2030, KG will have the option to either:

•acquire a 60% interest in a joint venture with Vornado/Rudin that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with Vornado/Rudin as developer. KG would own 60% of the joint venture and Vornado/Rudin would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin joint venture).

◦at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case Vornado/Rudin would not participate in the new development.

The parties intend to immediately commence design of the project and process approvals.

Further, Vornado/Rudin will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, Vornado/Rudin will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.

Dividend:

On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

Dispositions:

220 CPS

During the three months ended December 31, 2022, we closed on the sale of two condominium units and ancillary amenities at 220 CPS for net proceeds of $71,895,000 resulting in a financial statement net gain of $34,844,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $5,071,000 of income tax expense was recognized on our consolidated statements of income. During the year ended December 31, 2022, we closed on the sale of three condominium units and ancillary amenities at 220 CPS for net proceeds of $88,019,000 resulting in a financial statement net gain of $41,874,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $6,016,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2022, we have closed on the sale of 109 units and ancillary amenities for net proceeds of $3,094,915,000 resulting in financial statement net gains of $1,159,129,000. As of December 31, 2022, we are 97% sold.

SoHo Properties

On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Center Building (33-00 Northern Boulevard)

On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.


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Dispositions - continued:

484-486 Broadway

On December 15, 2022, we sold 484-486 Broadway, a 30,000 square foot retail and residential building for $23,520,000, and realized net proceeds of $22,430,000. In connection with the sale, we recognized a net gain of $2,919,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

40 Fulton Street

On December 21, 2022, we sold 40 Fulton Street, a 251,000 square foot Manhattan office and retail building, for $101,000,000, and realized net proceeds of $96,566,000. In connection with the sale, we recognized a net gain of $31,876,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Financings:

100 West 33rd Street

On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (5.96% as of December 31, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The interest rate on the loan was swapped to a fixed rate of 5.06% through March 2024, and 5.26% through June 2027. The loan matures in June 2027, with two one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.

770 Broadway

On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (6.48% as of December 31, 2022) and matures in July 2024 with three one-year extension options (July 2027 as fully extended). The interest rate on the loan was swapped to a fixed rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.

Unsecured Revolving Credit Facility

On June 30, 2022, we amended and extended one of our two revolving credit facilities. The $1.25 billion amended facility bears interest at a rate of SOFR plus 1.15% (5.47% as of December 31, 2022). The term of the facility was extended from March 2024 to December 2027, as fully extended. The facility fee is 25 basis points. On August 16, 2022, the interest rate on the $575,000,000 drawn on the facility was swapped to a fixed interest rate of 3.88% through August 2027. Our other $1.25 billion revolving credit facility matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.

Unsecured Term Loan

On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2024 to December 2027. The extended loan bears interest at a rate of SOFR plus 1.30% (5.62% as of December 31, 2022) and is currently swapped to a fixed rate of 4.05%.

330 West 34th Street land owner joint venture

On August 18, 2022, the joint venture that owns the fee interest in the 330 West 34th Street land, in which we have a 34.8% interest, completed a $100,000,000 refinancing. The interest-only loan bears interest at a fixed rate of 4.55% and matures in September 2032. In connection with the refinancing, we realized net proceeds of $10,500,000. The loan replaces the previous $50,150,000 loan that bore interest at a fixed rate of 5.71%.

697-703 Fifth Avenue (Fifth Avenue and Times Square JV)

On December 21, 2022, the 697-703 Fifth Avenue $450,000,000 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29,000,000 of property-level funds were applied by the lenders against the principal balance resulting in a $421,000,000 loan balance as of December 31, 2022. The loan bears default interest at the Prime Rate plus 1.00% (8.50% as of December 31, 2022). The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations. We do not believe that the resolution of these negotiations will result in further impairment losses on our investment in the Fifth Avenue and Times Square JV.


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Financings - continued:

Interest Rate Hedging Activities

During the year ended December 31, 2022, we entered into $2.0 billion of interest rate swap arrangements and extended a $500,000,000 interest rate swap arrangement, reducing our variable rate debt at share as a percentage of our total debt at share to 27% from 47% (excluding our participation in the 150 West 34th Street mortgage loan which was repaid on January 9, 2023). The exposure to LIBOR/SOFR index increases on our $2.8 billion of unswapped variable rate debt is partially mitigated over the next year by $2.2 billion of interest rate caps and by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills. For further detail on our interest rate swap and cap arrangements, see page 34 of our Supplemental Operating and Financial Data package for the quarter and year ended December 31, 2022.

The table below presents the interest rate swap arrangements entered into during the year ended December 31, 2022.

(Amounts in thousands)

Notional Amount

All-In Swapped Rate

Swap Expiration Date

Variable Rate Spread

770 Broadway mortgage loan

700,000

4.98%

07/27

S+225

Unsecured revolving credit facility

575,000

3.88%

08/27

S+115

Unsecured term loan(1)

50,000

4.04%

08/27

S+130

Unsecured term loan (effective 10/23)(1)

500,000

4.39%

10/26

S+130

100 West 33rd Street mortgage loan

480,000

5.06%

06/27

S+165

888 Seventh Avenue mortgage loan(2)

200,000

4.76%

09/27

S+180

____________________

(1)On February 7, 2023, we entered into a forward interest rate swap arrangement for $150,000 of the $800,000 unsecured term loan. The unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements through August 2027, see below for details:


	Swapped Balance		All-In Swapped Rate	Unswapped Balance (bears interest at S+130)
Through 10/23	$	800,000	4.05%	$	—
10/23 through 7/25	700,000		4.53%	100,000
7/25 through 10/26	550,000		4.36%	250,000
10/26 through 8/27	50,000		4.04%	750,000

(2)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80%.


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Leasing Activity:

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

For the Three Months Ended December 31, 2022

•154,000 square feet of New York Office space (147,000 square feet at share) at an initial rent of $84.58 per square foot and a weighted average lease term of 7.6 years. The changes in the GAAP and cash mark-to-market rent on the 135,000 square feet of second generation space were positive 17.2% and positive 9.8%, respectively. Tenant improvements and leasing commissions were $10.32 per square foot per annum, or 12.2% of initial rent.

•20,000 square feet of New York Retail space (15,000 square feet at share) at an initial rent of $284.73 per square foot and a weighted average lease term of 11.8 years. The 20,000 square feet was first generation space. Tenant improvements and leasing commissions were $26.98 per square foot per annum, or 9.5% of initial rent.

•24,000 square feet at theMART (all at share) at an initial rent of $59.45 per square foot and a weighted average lease term of 6.5 years. The changes in the GAAP and cash mark-to-market rent on the 23,000 square feet of second generation space were negative 7.3% and negative 12.1%, respectively. Tenant improvements and leasing commissions were $6.60 per square foot per annum, or 11.1% of initial rent.

For the Year Ended December 31, 2022

•894,000 square feet of New York Office space (753,000 square feet at share) at an initial rent of $84.51 per square foot and a weighted average lease term of 8.9 years. The changes in the GAAP and cash mark-to-market rent on the 498,000 square feet of second generation space were positive 9.0% and positive 5.4%, respectively. Tenant improvements and leasing commissions were $11.84 per square foot per annum, or 14.0% of initial rent.

•111,000 square feet of New York Retail space (100,000 square feet at share) at an initial rent of $266.25 per square foot and a weighted average lease term of 11.6 years. The changes in the GAAP and cash mark-to-market rent on the 42,000 square feet of second generation space were negative 38.3% and negative 34.2%, respectively. Tenant improvements and leasing commissions were $22.68 per square foot per annum, or 8.5% of initial rent.

•299,000 square feet at theMART (all at share) at an initial rent of $52.40 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 244,000 square feet of second generation space were negative 4.8% and negative 5.4%, respectively. Tenant improvements and leasing commissions were $10.48 per square foot per annum, or 20.0% of initial rent.

•210,000 square feet at 555 California Street (147,000 square feet at share) at an initial rent of $96.40 per square foot and a weighted average lease term of 5.9 years. The changes in the GAAP and cash mark-to-market rent on the 135,000 square feet of second generation space were positive 24.3% and positive 13.6%, respectively. Tenant improvements and leasing commissions were $7.15 per square foot per annum, or 7.4% of initial rent.

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

Below is 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.


	Total		New York		theMART(2)		555 California Street
Same store NOI at share % increase (decrease)(1):
Three months ended December 31, 2022 compared to December 31, 2021	6.3	%	5.0	%	32.1	%	0.3	%
Year ended December 31, 2022 compared to December 31, 2021	7.1	%	3.5	%	64.2	%	2.7	%
Three months ended December 31, 2022 compared to September 30, 2022	(0.8)	%	5.6	%	(41.1)	%	3.4	%

Same store NOI at share - cash basis % increase (decrease)(1):
Three months ended December 31, 2022 compared to December 31, 2021	7.9	%	5.9	%	24.7	%	16.8	%
Year ended December 31, 2022 compared to December 31, 2021	9.0	%	5.0	%	58.0	%	13.3	%
Three months ended December 31, 2022 compared to September 30, 2022	(0.9)	%	4.8	%	(37.6)	%	4.4	%

____________________

(1)See pages 14 through 19 for same store NOI at share and same store NOI at share - cash basis reconciliations.

(2)2022 includes the impact of prior period accrual adjustments related to (i) a property tax reassessment recognized in the third quarter and (ii) a change in the property tax rate recognized in the fourth quarter. 2022 also includes an increase in tradeshow activity compared to the prior year.


NYSE: VNO \| WWW.VNO.COM						PAGE 7 OF 19

NOI At Share:

The elements of our New York and Other NOI at share for the three months and years ended December 31, 2022 and 2021 and the three months ended September 30, 2022 are summarized below.


(Amounts in thousands)	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
NOI at share:
New York:
Office(1)	$	184,045	$	179,929	$	174,790	$	718,686	$	677,167
Retail	50,083		48,365		52,127		205,753		173,363
Residential	4,978		4,894		4,598		19,600		17,783
Alexander's	9,489		8,751		9,639		37,469		37,318
Hotel Pennsylvania(2)	—		—		—		—		(12,677)
Total New York	248,595		241,939		241,154		981,508		892,954
Other:
theMART(3)	21,276		15,959		35,769		96,906		58,909
555 California Street	16,641		16,596		16,092		65,692		64,826
Other investments	5,243		3,928		4,074		17,942		16,679
Total Other	43,160		36,483		55,935		180,540		140,414

NOI at share	$	291,755	$	278,422	$	297,089	$	1,162,048	$	1,033,368

_______________________

See notes below.

NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share - cash basis for the three months and years ended December 31, 2022 and 2021 and the three months ended September 30, 2022 are summarized below.


(Amounts in thousands)	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
NOI at share - cash basis:
New York:
Office(1)	$	182,648	$	181,568	$	174,606	$	715,407	$	686,507
Retail	46,168		44,536		48,096		188,846		160,801
Residential	4,660		4,758		4,556		18,214		16,656
Alexander's	10,236		9,538		10,434		40,532		40,525
Hotel Pennsylvania(2)	—		—		—		—		(12,723)
Total New York	243,712		240,400		237,692		962,999		891,766
Other:
theMART(3)	23,163		18,413		36,772		101,912		64,389
555 California Street	17,672		15,128		16,926		67,813		60,680
Other investments	5,052		4,229		4,280		18,344		17,851
Total Other	45,887		37,770		57,978		188,069		142,920

NOI at share - cash basis	$	289,599	$	278,170	$	295,670	$	1,151,068	$	1,034,686

______________________

(1)Includes Building Maintenance Services NOI of $8,305, $6,918, $7,043, $27,598 and $26,344, respectively, for the three months ended December 31, 2022 and 2021 and September 30, 2022 and the years ended December 31, 2022 and 2021.

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

(3) 2022 includes the impact of prior period accrual adjustments related to (i) a property tax reassessment recognized in the third quarter and (ii) a change in the property tax rate recognized in the fourth quarter. 2022 also includes an increase in tradeshow activity compared to the prior year.


NYSE: VNO \| WWW.VNO.COM						PAGE 8 OF 19

PENN District - Active Development/Redevelopment Summary as of December 31, 2022


(Amounts in thousands of dollars, except square feet)
		Property Rentable Sq. Ft.			Cash Amount Expended		Remaining Expenditures		Stabilization Year	Projected Incremental Cash Yield
Active PENN District Projects	Segment		Budget(1)
The Farley Building (95% interest)	New York	846,000	1,120,000	(2)	1,111,493	(2)	8,507	(2)	(3)		6.2%
PENN 2 - as expanded	New York	1,795,000	750,000		393,126		356,874		2025		9.5%
PENN 1 (including LIRR Concourse Retail)(4)	New York	2,546,000	450,000		375,810		74,190		N/A		13.2%	(4)(5)
Districtwide Improvements	New York	N/A	100,000		41,776		58,224		N/A		N/A
Total Active PENN District Projects			2,420,000		1,922,205		497,795				8.3%

________________________________

(1) Excluding debt and equity carry.

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

(3) Office stabilized in 2022, Retail to stabilize in 2023/2024.

(4) Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in 2023, which may be material.

(5) Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.6 years.

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

Conference Call and Audio Webcast

As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, February 14, 2023 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 866-652-5200 (domestic) or 412-317-6060 (international) and asking the operator to join the Vornado Realty Trust conference call. A live webcast of the conference call will be available on Vornado’s website at www.vno.com in the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.

Contact

Thomas J. Sanelli

(212) 894-7000

Supplemental Data

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

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this press release. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2022. Currently, some of the factors are the increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general.


NYSE: VNO \| WWW.VNO.COM						PAGE 9 OF 19

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS


(Amounts in thousands)	As of December 31,				Increase (Decrease)
	2022		2021
ASSETS
Real estate, at cost:
Land	$	2,451,828	$	2,540,193	$	(88,365)
Buildings and improvements	9,804,204		9,839,166		(34,962)
Development costs and construction in progress	933,334		718,694		214,640
Leasehold improvements and equipment	125,389		119,792		5,597
Total	13,314,755		13,217,845		96,910
Less accumulated depreciation and amortization	(3,470,991)		(3,376,347)		(94,644)
Real estate, net	9,843,764		9,841,498		2,266
Right-of-use assets	684,380		337,197		347,183		(1)
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents	889,689		1,760,225		(870,536)
Restricted cash	131,468		170,126		(38,658)
Investments in U.S. Treasury bills	471,962		—		471,962
Total	1,493,119		1,930,351		(437,232)
Tenant and other receivables	81,170		79,661		1,509
Investments in partially owned entities	2,665,073		3,297,389		(632,316)
Real estate fund investments	—		7,730		(7,730)
220 CPS condominium units ready for sale	43,599		57,142		(13,543)
Receivable arising from the straight-lining of rents	694,972		656,318		38,654
Deferred leasing costs, net	373,555		391,693		(18,138)
Identified intangible assets, net	139,638		154,895		(15,257)
Other assets	474,105		512,714		(38,609)
Total assets	$	16,493,375	$	17,266,588	$	(773,213)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net	$	5,829,018	$	6,053,343	$	(224,325)
Senior unsecured notes, net	1,191,832		1,189,792		2,040
Unsecured term loan, net	793,193		797,812		(4,619)
Unsecured revolving credit facilities	575,000		575,000		—
Lease liabilities	735,969		370,206		365,763		(1)
Accounts payable and accrued expenses	450,881		613,497		(162,616)
Deferred revenue	39,882		48,118		(8,236)
Deferred compensation plan	96,322		110,174		(13,852)
Other liabilities	268,166		304,725		(36,559)
Total liabilities	9,980,263		10,062,667		(82,404)
Redeemable noncontrolling interests	436,732		688,683		(251,951)
Shareholders' equity	5,839,728		6,236,346		(396,618)
Noncontrolling interests in consolidated subsidiaries	236,652		278,892		(42,240)
Total liabilities, redeemable noncontrolling interests and equity	$	16,493,375	$	17,266,588	$	(773,213)

____________________________________________________________

(1)In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include the 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000.


NYSE: VNO \| WWW.VNO.COM						PAGE 10 OF 19

VORNADO REALTY TRUST

OPERATING RESULTS


(Amounts in thousands, except per share amounts)	For the Three Months Ended December 31,				For the Year Ended December 31,
	2022		2021		2022		2021
Revenues	$	446,940	$	421,080	$	1,799,995	$	1,589,210



Net (loss) income	$	(525,002)	$	31,963	$	(382,612)	$	207,553
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	10,493		(3,691)		5,737		(24,014)
Operating Partnership	36,758		(857)		30,376		(7,540)
Net (loss) income attributable to Vornado	(477,751)		27,415		(346,499)		175,999
Preferred share dividends	(15,529)		(16,146)		(62,116)		(65,880)
Series K preferred share issuance costs	—		—		—		(9,033)
Net (loss) income attributable to common shareholders	$	(493,280)	$	11,269	$	(408,615)	$	101,086

(Loss) income per common share - basic:
Net (loss) income per common share	$	(2.57)	$	0.06	$	(2.13)	$	0.53
Weighted average shares outstanding	191,831		191,679		191,775		191,551

(Loss) income per common share - diluted:
Net (loss) income per common share	$	(2.57)	$	0.06	$	(2.13)	$	0.53
Weighted average shares outstanding	191,831		192,040		191,775		192,122

FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	176,465	$	141,017	$	638,928	$	571,074
Per diluted share (non-GAAP)	$	0.91	$	0.73	$	3.30	$	2.97

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	139,041	$	156,130	$	608,892	$	549,863
Per diluted share (non-GAAP)	$	0.72	$	0.81	$	3.15	$	2.86

Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share	194,080		192,065		193,570		192,148

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


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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS

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


(Amounts in thousands, except per share amounts)	For the Three Months Ended December 31,					For the Year Ended December 31,
	2022			2021		2022			2021
Net (loss) income attributable to common shareholders	$	(493,280)		$	11,269	$	(408,615)		$	101,086
Per diluted share	$	(2.57)		$	0.06	$	(2.13)		$	0.53

FFO adjustments:
Depreciation and amortization of real property	$	121,900		$	117,497	$	456,920		$	373,792
Real estate impairment losses	19,098			—		19,098			7,880

Net gain on sale of real estate	(30,397)			—		(58,751)			—
Proportionate share of adjustments to equity in net (loss) income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property	32,243			34,418		130,647			139,247
Net gain on sale of real estate	—			(12,623)		(169)			(15,675)
Increase in fair value of marketable securities	—			(37)		—			(1,155)
Real estate impairment losses	576,390			—		576,390			—
	719,234			139,255		1,124,135			504,089
Noncontrolling interests' share of above adjustments	(49,894)			(9,517)		(77,912)			(34,144)
FFO adjustments, net	$	669,340		$	129,738	$	1,046,223		$	469,945

FFO attributable to common shareholders	$	176,060		$	141,007	$	637,608		$	571,031
Impact of assumed conversion of dilutive convertible securities	405			10		1,320			43
FFO attributable to common shareholders plus assumed conversions	$	176,465		$	141,017	$	638,928		$	571,074
Per diluted share	$	0.91		$	0.73	$	3.30		$	2.97

Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding	191,831			191,679		191,775			191,551
Effect of dilutive securities:
Convertible securities	2,182		(1)	25		1,545		(1)	26
Share-based payment awards	67			361		250			571
Denominator for FFO per diluted share	194,080			192,065		193,570			192,148

______________________

(1)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.


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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the three months and years ended December 31, 2022 and 2021 and the three months ended September 30, 2022.


	For the Three Months Ended						For the Year Ended December 31,
(Amounts in thousands)	December 31,				September 30, 2022
	2022		2021				2022		2021
Net (loss) income	$	(525,002)	$	31,963	$	20,112	$	(382,612)	$	207,553
Depreciation and amortization expense	133,871		126,349		134,526		504,502		412,347
General and administrative expense	31,439		34,204		29,174		133,731		134,545
Impairment losses, transaction related costs and other	26,761		3,185		996		31,722		13,815
Loss (income) from partially owned entities	545,126		(43,749)		(24,341)		461,351		(130,517)
Loss (income) from real estate fund investments	1,880		(5,959)		111		(3,541)		(11,066)
Interest and other investment income, net	(10,587)		(918)		(5,228)		(19,869)		(4,612)
Interest and debt expense	88,242		78,192		76,774		279,765		231,096
Net gains on disposition of wholly owned and partially owned assets	(65,241)		(14,959)		—		(100,625)		(50,770)
Income tax expense (benefit)	6,974		10,055		3,711		21,660		(10,496)
NOI from partially owned entities	77,221		79,223		76,020		305,993		310,858
NOI attributable to noncontrolling interests in consolidated subsidiaries	(18,929)		(19,164)		(14,766)		(70,029)		(69,385)
NOI at share	291,755		278,422		297,089		1,162,048		1,033,368
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(2,156)		(252)		(1,419)		(10,980)		1,318
NOI at share - cash basis	$	289,599	$	278,170	$	295,670	$	1,151,068	$	1,034,686

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


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VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

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

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, 2022 compared to December 31, 2021.


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended December 31, 2022	$	291,755		$	248,595		$	21,276		$	16,641		$	5,243
Less NOI at share from:
Dispositions	(1,424)			(1,424)			—			—			—
Development properties	(4,335)			(4,335)			—			—			—
Other non-same store income, net	(8,791)			(3,346)			(202)			—			(5,243)
Same store NOI at share for the three months ended December 31, 2022	$	277,205		$	239,490		$	21,074		$	16,641		$	—

NOI at share for the three months ended December 31, 2021	$	278,422		$	241,939		$	15,959		$	16,596		$	3,928
Less NOI at share from:
Dispositions	(3,720)			(3,720)			—			—			—
Development properties	(7,248)			(7,248)			—			—			—
Other non-same store income, net	(6,782)			(2,854)			—			—			(3,928)
Same store NOI at share for the three months ended December 31, 2021	$	260,672		$	228,117		$	15,959		$	16,596		$	—

Increase in same store NOI at share	$	16,533		$	11,373		$	5,115		$	45		$	—

% increase in same store NOI at share	6.3		%	5.0		%	32.1		%	0.3		%	0.0		%


NYSE: VNO \| WWW.VNO.COM						PAGE 14 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2022 compared to December 31, 2021.


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2022	$	289,599		$	243,712		$	23,163		$	17,672		$	5,052
Less NOI at share - cash basis from:
Dispositions	(1,112)			(1,112)			—			—			—
Development properties	(3,461)			(3,461)			—			—			—
Other non-same store income, net	(8,734)			(3,480)			(202)			—			(5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022	$	276,292		$	235,659		$	22,961		$	17,672		$	—

NOI at share - cash basis for the three months ended December 31, 2021	$	278,170		$	240,400		$	18,413		$	15,128		$	4,229
Less NOI at share - cash basis from:
Dispositions	(3,813)			(3,813)			—			—			—
Development properties	(7,187)			(7,187)			—			—			—
Other non-same store income, net	(11,043)			(6,814)			—			—			(4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021	$	256,127		$	222,586		$	18,413		$	15,128		$	—

Increase in same store NOI at share - cash basis	$	20,165		$	13,073		$	4,548		$	2,544		$	—

% increase in same store NOI at share - cash basis	7.9		%	5.9		%	24.7		%	16.8		%	0.0		%


NYSE: VNO \| WWW.VNO.COM						PAGE 15 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2022 compared to December 31, 2021.


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share for the year ended December 31, 2022	$	1,162,048		$	981,508		$	96,906		$	65,692		$	17,942
Less NOI at share from:
Change in ownership interest in One Park Avenue	(13,370)			(13,370)			—			—			—
Dispositions	(9,494)			(9,494)			—			—			—
Development properties	(69,779)			(69,779)			—			—			—
Other non-same store income, net	(26,701)			(8,557)			(202)			—			(17,942)
Same store NOI at share for the year ended December 31, 2022	$	1,042,704		$	880,308		$	96,704		$	65,692		$	—

NOI at share for the year ended December 31, 2021	$	1,033,368		$	892,954		$	58,909		$	64,826		$	16,679
Less NOI at share from:
Dispositions	(13,512)			(13,512)			—			—			—
Development properties	(31,291)			(30,443)			—			(848)			—
Hotel Pennsylvania (permanently closed on April 5, 2021)	12,677			12,677			—			—			—
Other non-same store income, net	(27,774)			(11,095)			—			—			(16,679)
Same store NOI at share for the year ended December 31, 2021	$	973,468		$	850,581		$	58,909		$	63,978		$	—

Increase in same store NOI at share	$	69,236		$	29,727		$	37,795		$	1,714		$	—

% increase in same store NOI at share	7.1		%	3.5		%	64.2		%	2.7		%	0.0		%


NYSE: VNO \| WWW.VNO.COM						PAGE 16 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2022 compared to December 31, 2021.


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the year ended December 31, 2022	$	1,151,068		$	962,999		$	101,912		$	67,813		$	18,344
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue	(10,111)			(10,111)			—			—			—
Dispositions	(8,719)			(8,719)			—			—			—
Development properties	(47,846)			(47,846)			—			—			—
Other non-same store income, net	(28,211)			(9,665)			(202)			—			(18,344)
Same store NOI at share - cash basis for the year ended December 31, 2022	$	1,056,181		$	886,658		$	101,710		$	67,813		$	—

NOI at share - cash basis for the year ended December 31, 2021	$	1,034,686		$	891,766		$	64,389		$	60,680		$	17,851
Less NOI at share - cash basis from:
Dispositions	(13,469)			(13,469)			—			—			—
Development properties	(32,453)			(31,605)			—			(848)			—
Hotel Pennsylvania (permanently closed on April 5, 2021)	12,723			12,723			—			—			—
Other non-same store income, net	(32,789)			(14,938)			—			—			(17,851)
Same store NOI at share - cash basis for the year ended December 31, 2021	$	968,698		$	844,477		$	64,389		$	59,832		$	—

Increase in same store NOI at share - cash basis	$	87,483		$	42,181		$	37,321		$	7,981		$	—

% increase in same store NOI at share - cash basis	9.0		%	5.0		%	58.0		%	13.3		%	0.0		%


NYSE: VNO \| WWW.VNO.COM						PAGE 17 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended December 31, 2022	$	291,755		$	248,595		$	21,276		$	16,641		$	5,243
Less NOI at share from:
Dispositions	(1,424)			(1,424)			—			—			—
Development properties	(18,351)			(18,351)			—			—			—
Other non-same store income, net	(6,796)			(1,351)			(202)			—			(5,243)
Same store NOI at share for the three months ended December 31, 2022	$	265,184		$	227,469		$	21,074		$	16,641		$	—

NOI at share for the three months ended September 30, 2022	$	297,089		$	241,154		$	35,769		$	16,092		$	4,074
Less NOI at share from:
Dispositions	(1,696)			(1,696)			—			—			—
Development properties	(22,914)			(22,914)			—			—			—
Other non-same store income, net	(5,250)			(1,176)			—			—			(4,074)
Same store NOI at share for the three months ended September 30, 2022	$	267,229		$	215,368		$	35,769		$	16,092		$	—

(Decrease) increase in same store NOI at share	$	(2,045)		$	12,101		$	(14,695)		$	549		$	—

% (decrease) increase in same store NOI at share	(0.8)		%	5.6		%	(41.1)		%	3.4		%	0.0		%


NYSE: VNO \| WWW.VNO.COM						PAGE 18 OF 19

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2022	$	289,599		$	243,712		$	23,163		$	17,672		$	5,052
Less NOI at share - cash basis from:
Dispositions	(1,112)			(1,112)			—			—			—
Development properties	(11,325)			(11,325)			—			—			—
Other non-same store income, net	(6,774)			(1,520)			(202)			—			(5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022	$	270,388		$	229,755		$	22,961		$	17,672		$	—

NOI at share - cash basis for the three months ended September 30, 2022	$	295,670		$	237,692		$	36,772		$	16,926		$	4,280
Less NOI at share - cash basis from:
Dispositions	(1,379)			(1,379)			—			—			—
Development properties	(15,796)			(15,796)			—			—			—
Other non-same store income, net	(5,665)			(1,385)			—			—			(4,280)
Same store NOI at share - cash basis for the three months ended September 30, 2022	$	272,830		$	219,132		$	36,772		$	16,926		$	—

(Decrease) increase in same store NOI at share - cash basis	$	(2,442)		$	10,623		$	(13,811)		$	746		$	—

% (decrease) increase in same store NOI at share - cash basis	(0.9)		%	4.8		%	(37.6)		%	4.4		%	0.0		%


NYSE: VNO \| WWW.VNO.COM						PAGE 19 OF 19

Document

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INDEX
		Page
	BUSINESS DEVELOPMENTS	3	-	5
	FINANCIAL INFORMATION
	Financial Highlights	6
	FFO, As Adjusted Bridge	7
	Consolidated Balance Sheets	8
	Net (Loss) Income Attributable to Common Shareholders (Consolidated and by Segment)	9	-	12
	Net Operating Income at Share and Net Operating Income at Share - Cash Basis (by Segment and by Subsegment)	13	-	15
	Same Store NOI at Share and Same Store NOI at Share - Cash Basis	16

	DEVELOPMENT ACTIVITY
	PENN District Active Development/Redevelopment Summary	17
	Future Development Opportunities	18


	LEASING ACTIVITY AND LEASE EXPIRATIONS
	Leasing Activity	19	-	20
	Lease Expirations	21	-	23
	CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS	24	-	27
	UNCONSOLIDATED JOINT VENTURES	28	-	30
	DEBT AND CAPITALIZATION
	Capital Structure	31
	Common Shares Data	32
	Debt Analysis	33
	Hedging Instruments	34
	Consolidated Debt Maturities	35
	PROPERTY STATISTICS
	Top 30 Tenants	36
	Square Footage	37
	Occupancy and Residential Statistics	38
	Ground Leases	39
	Property Table	40	-	48
	EXECUTIVE OFFICERS AND RESEARCH COVERAGE	49
	APPENDIX: DEFINITIONS AND NON-GAAP RECONCILIATIONS
	Definitions	i
	Reconciliations	ii	-	xvi

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this supplemental package. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. Currently, some of the factors are the increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this supplemental package. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what Vornado Realty Trust and subsidiaries (the "Company") considers the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These include Funds From Operations ("FFO"), Funds Available for Distribution ("FAD"), Net Operating Income ("NOI") and Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre"). Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company's financial condition and results of operations, and, if applicable, the purposes for which management uses the measures, can be found in the Definitions section of this supplemental package on page i in the Appendix.

This supplemental package should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Supplemental Operating and Financial Data package for the quarter and year ended December 31, 2022, both of which can be accessed at the Company’s website www.vno.com.

- 2 -

BUSINESS DEVELOPMENTS

350 Park Avenue

From October 2024 to June 2030, KG will have the option to either:

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case Vornado/Rudin would not participate in the new development.

The parties intend to immediately commence design of the project and process approvals.

The operating and financial metrics presented in this supplemental package for the quarter and year ended December 31, 2022 do not reflect the impact of Citadel’s master lease of 350 Park Avenue described above as the transaction closed in the first quarter of 2023.

Dividend

On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

Disposition Activity

220 Central Park South ("220 CPS")

SoHo Properties

- 3 -

BUSINESS DEVELOPMENTS

Disposition Activity - continued

Center Building (33-00 Northern Boulevard)

484-486 Broadway

40 Fulton Street

Financing Activity

100 West 33rd Street

770 Broadway

Unsecured Revolving Credit Facility

Unsecured Term Loan

330 West 34th Street land owner joint venture

- 4 -

BUSINESS DEVELOPMENTS

Financing Activity - continued

697-703 Fifth Avenue (Fifth Avenue and Times Square JV)

Interest Rate Hedging Activities

During the year ended December 31, 2022, we entered into $2.0 billion of interest rate swap arrangements and extended a $500,000,000 interest rate swap arrangement, reducing our variable rate debt at share as a percentage of our total debt at share to 27% from 47% (excluding our participation in the 150 West 34th Street mortgage loan which was repaid on January 9, 2023). The exposure to LIBOR/SOFR index increases on our $2.8 billion of unswapped variable rate debt is partially mitigated over the next year by $2.2 billion of interest rate caps and by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills. See page 34 for further detail on our interest rate swap and cap arrangements.

The table below presents the interest rate swap arrangements entered into during the year ended December 31, 2022.

(Amounts in thousands)

Notional Amount

All-In Swapped Rate

Swap Expiration Date

Variable Rate Spread

770 Broadway mortgage loan

700,000

4.98%

07/27

S+225

Unsecured revolving credit facility

575,000

3.88%

08/27

S+115

Unsecured term loan(1)

50,000

4.04%

08/27

S+130

Unsecured term loan (effective 10/23)(1)

500,000

4.39%

10/26

S+130

100 West 33rd Street mortgage loan

480,000

5.06%

06/27

S+165

888 Seventh Avenue mortgage loan(2)

200,000

4.76%

09/27

S+180

____________________


	Swapped Balance		All-In Swapped Rate	Unswapped Balance (bears interest at S+130)
Through 10/23	$	800,000	4.05%	$	—
10/23 through 7/25	700,000		4.53%	100,000
7/25 through 10/26	550,000		4.36%	250,000
10/26 through 8/27	50,000		4.04%	750,000

(2)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80%

- 5 -


FINANCIAL HIGHLIGHTS (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended										For the Year Ended December 31,
	December 31,							September 30, 2022
	2022				2021						2022				2021
Total revenues	$	446,940			$	421,080		$	457,431		$	1,799,995			$	1,589,210

Net (loss) income attributable to common shareholders	$	(493,280)		(1)	$	11,269		$	7,769		$	(408,615)		(1)	$	101,086
Per common share:
Basic	$	(2.57)		(1)	$	0.06		$	0.04		$	(2.13)		(1)	$	0.53
Diluted	$	(2.57)		(1)	$	0.06		$	0.04		$	(2.13)		(1)	$	0.53

Net income attributable to common shareholders, as adjusted (non-GAAP)	$	19,954			$	22,977		$	37,429		$	126,468			$	88,153
Per diluted share (non-GAAP)	$	0.10			$	0.12		$	0.19		$	0.66			$	0.46

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	139,041			$	156,130		$	157,350		$	608,892			$	549,863
Per diluted share (non-GAAP)	$	0.72			$	0.81		$	0.81		$	3.15			$	2.86

FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	176,465			$	141,017		$	152,461		$	638,928			$	571,074
FFO - Operating Partnership ("OP") basis (non-GAAP)	$	189,572			$	151,071		$	163,769		$	686,349			$	611,262
Per diluted share (non-GAAP)	$	0.91			$	0.73		$	0.79		$	3.30			$	2.97

Dividends per common share	$	0.53			$	0.53		$	0.53		$	2.12			$	2.12

FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted)	73.6		%		65.4		%	65.4		%	67.3		%		74.1		%
FAD payout ratio	93.0		%		89.8		%	80.3		%	81.9		%		93.8		%

Weighted average common shares outstanding (REIT basis)	191,831				191,679			191,793			191,775				191,551
Convertible units:
Class A units	13,615				13,245			13,617			13,540				13,177
Convertible securities(2)	2,182				25			1,790			1,545				26
Share based payment awards	381				810			502			604				916
Weighted average common shares outstanding used in calculation of FFO per diluted share (OP basis)	208,009				205,759			207,702			207,464				205,670

______________________

(1)Net loss attributable to common shareholders for the quarter and year ended December 31, 2022 includes $595,488 of non-cash impairment charges, of which $483,037 relates to Vornado’s common equity investment in the Fifth Avenue and Times Square joint venture (“Retail JV”). By way of background, in April 2019, we recognized a $2.559 billion gain upon the transfer of seven properties to the Retail JV, which included a GAAP required write-up to fair value of its retained interest in the properties. The $483,037 impairment charge recognized this quarter together with the $409,060 impairment charge previously recognized in 2020, effectively reverse a portion of the $2.559 billion gain attributable to the 2019 required write-up.

(2)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.

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

- 6 -


FFO, AS ADJUSTED BRIDGE - Q4 2022 VS. Q4 2021 (unaudited)
(Amounts in millions, except per share amounts)


	FFO, as Adjusted
	Amount		Per Share
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2021	$	156.1	$	0.81

(Decrease) increase in FFO, as adjusted due to:
Increase in interest expense, net of increase in interest income	(29.6)
Rent commencement and other tenant related items	11.7
Prior period accrual adjustments related to theMART property tax expense	8.1
Straight-line impact of PENN 1 2023 estimated ground rent reset	(5.7)
Other, net	(1.3)
	(16.8)
Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities	(0.3)
Net decrease	(17.1)		(0.09)

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended December 31, 2022	$	139.0	$	0.72

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

- 7 -


CONSOLIDATED BALANCE SHEETS (unaudited)
(Amounts in thousands)
	As of December 31,				Increase (Decrease)
	2022		2021
ASSETS
Real estate, at cost:
Land	$	2,451,828	$	2,540,193	$	(88,365)
Buildings and improvements	9,804,204		9,839,166		(34,962)
Development costs and construction in progress	933,334		718,694		214,640
Leasehold improvements and equipment	125,389		119,792		5,597
Total	13,314,755		13,217,845		96,910
Less accumulated depreciation and amortization	(3,470,991)		(3,376,347)		(94,644)
Real estate, net	9,843,764		9,841,498		2,266
Right-of-use assets	684,380		337,197		347,183		(1)
Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:
Cash and cash equivalents	889,689		1,760,225		(870,536)
Restricted cash	131,468		170,126		(38,658)
Investments in U.S. Treasury bills	471,962		—		471,962
Total	1,493,119		1,930,351		(437,232)
Tenant and other receivables	81,170		79,661		1,509
Investments in partially owned entities	2,665,073		3,297,389		(632,316)
Real estate fund investments	—		7,730		(7,730)
220 CPS condominium units ready for sale	43,599		57,142		(13,543)
Receivable arising from the straight-lining of rents	694,972		656,318		38,654
Deferred leasing costs, net	373,555		391,693		(18,138)
Identified intangible assets, net	139,638		154,895		(15,257)
Other assets	474,105		512,714		(38,609)
Total assets	$	16,493,375	$	17,266,588	$	(773,213)
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net	$	5,829,018	$	6,053,343	$	(224,325)
Senior unsecured notes, net	1,191,832		1,189,792		2,040
Unsecured term loan, net	793,193		797,812		(4,619)
Unsecured revolving credit facilities	575,000		575,000		—
Lease liabilities	735,969		370,206		365,763		(1)
Accounts payable and accrued expenses	450,881		613,497		(162,616)
Deferred revenue	39,882		48,118		(8,236)
Deferred compensation plan	96,322		110,174		(13,852)
Other liabilities	268,166		304,725		(36,559)
Total liabilities	9,980,263		10,062,667		(82,404)
Redeemable noncontrolling interests	436,732		688,683		(251,951)
Shareholders' equity	5,839,728		6,236,346		(396,618)
Noncontrolling interests in consolidated subsidiaries	236,652		278,892		(42,240)
Total liabilities, redeemable noncontrolling interests and equity	$	16,493,375	$	17,266,588	$	(773,213)

________________________________

- 8 -


CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
	For the Three Months Ended
	December 31,						September 30, 2022
	2022		2021		Variance
Property rentals(1)	$	354,453	$	336,958	$	17,495	$	356,783
Tenant expense reimbursements(1)	39,879		35,140		4,739		41,821
Amortization of acquired below-market leases, net	1,390		1,310		80		1,384
Straight-lining of rents	342		3,007		(2,665)		9,156
Total rental revenues	396,064		376,415		19,649		409,144
Fee and other income:
Building Maintenance Services ("BMS") cleaning fees	35,921		32,393		3,528		35,062
Management and leasing fees	2,872		774		2,098		2,532
Other income	12,083		11,498		585		10,693
Total revenues	446,940		421,080		25,860		457,431
Operating expenses	(213,477)		(202,717)		(10,760)		(221,596)
Depreciation and amortization	(133,871)		(126,349)		(7,522)		(134,526)
General and administrative	(31,439)		(34,204)		2,765		(29,174)
(Expense) benefit from deferred compensation plan liability	(521)		(2,425)		1,904		600
Impairment losses, transaction related costs and other	(26,761)		(3,185)		(23,576)		(996)
Total expenses	(406,069)		(368,880)		(37,189)		(385,692)
(Loss) income from partially owned entities	(545,126)		43,749		(588,875)		24,341
(Loss) income from real estate fund investments	(1,880)		5,959		(7,839)		(111)
Interest and other investment income, net	10,587		918		9,669		5,228
Income (loss) from deferred compensation plan assets	521		2,425		(1,904)		(600)
Interest and debt expense	(88,242)		(78,192)		(10,050)		(76,774)
Net gains on disposition of wholly owned and partially owned assets	65,241		14,959		50,282		—
(Loss) income before income taxes	(518,028)		42,018		(560,046)		23,823
Income tax expense	(6,974)		(10,055)		3,081		(3,711)
Net (loss) income	(525,002)		31,963		(556,965)		20,112
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	10,493		(3,691)		14,184		3,792
Operating Partnership	36,758		(857)		37,615		(606)
Net (loss) income attributable to Vornado	(477,751)		27,415		(505,166)		23,298
Preferred share dividends	(15,529)		(16,146)		617		(15,529)

Net (loss) income attributable to common shareholders	$	(493,280)	$	11,269	$	(504,549)	$	7,769



Capitalized expenditures:
Development payroll	$	3,838	$	2,815	$	1,023	$	3,269
Interest and debt expense	6,990		6,535		455		4,874

________________________________

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

- 9 -


CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS (unaudited)
(Amounts in thousands)
	For the Year Ended December 31,
	2022		2021		Variance
Property rentals(1)	$	1,388,202	$	1,271,643	$	116,559
Tenant expense reimbursements(1)	168,128		152,283		15,845
Amortization of acquired below-market leases, net	5,178		9,249		(4,071)
Straight-lining of rents	46,177		(8,644)		54,821
Total rental revenues	1,607,685		1,424,531		183,154
Fee and other income:
BMS cleaning fees	137,673		119,780		17,893
Management and leasing fees	11,039		11,725		(686)
Other income	43,598		33,174		10,424
Total revenues	1,799,995		1,589,210		210,785
Operating expenses	(873,911)		(797,315)		(76,596)
Depreciation and amortization	(504,502)		(412,347)		(92,155)
General and administrative	(133,731)		(134,545)		814
Benefit (expense) from deferred compensation plan liability	9,617		(9,847)		19,464
Impairment losses, transaction related costs and other	(31,722)		(13,815)		(17,907)
Total expenses	(1,534,249)		(1,367,869)		(166,380)
(Loss) income from partially owned entities	(461,351)		130,517		(591,868)
Income from real estate fund investments	3,541		11,066		(7,525)
Interest and other investment income, net	19,869		4,612		15,257
(Loss) income from deferred compensation plan assets	(9,617)		9,847		(19,464)
Interest and debt expense	(279,765)		(231,096)		(48,669)
Net gains on disposition of wholly owned and partially owned assets	100,625		50,770		49,855
(Loss) income before income taxes	(360,952)		197,057		(558,009)
Income tax (expense) benefit	(21,660)		10,496		(32,156)
Net (loss) income	(382,612)		207,553		(590,165)
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	5,737		(24,014)		29,751
Operating Partnership	30,376		(7,540)		37,916
Net (loss) income attributable to Vornado	(346,499)		175,999		(522,498)
Preferred share dividends	(62,116)		(65,880)		3,764
Series K preferred share issuance costs	—		(9,033)		9,033
Net (loss) income attributable to common shareholders	$	(408,615)	$	101,086	$	(509,701)




Capitalized expenditures:
Development payroll	$	12,216	$	10,932	$	1,284
Interest and debt expense	19,085		38,320		(19,235)

________________________________

- 10 -


NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands)


	For the Three Months Ended December 31, 2022
	Total		New York		Other
Property rentals(1)	$	354,453	$	286,279	$	68,174
Tenant expense reimbursements(1)	39,879		31,727		8,152
Amortization of acquired below-market leases, net	1,390		1,221		169
Straight-lining of rents	342		2,738		(2,396)
Total rental revenues	396,064		321,965		74,099
Fee and other income:
BMS cleaning fees	35,921		38,242		(2,321)
Management and leasing fees	2,872		3,072		(200)
Other income	12,083		3,420		8,663
Total revenues	446,940		366,699		80,241
Operating expenses	(213,477)		(179,910)		(33,567)
Depreciation and amortization	(133,871)		(111,042)		(22,829)
General and administrative	(31,439)		(11,414)		(20,025)
Expense from deferred compensation plan liability	(521)		—		(521)
Impairment losses, transaction related costs and other	(26,761)		(19,209)		(7,552)
Total expenses	(406,069)		(321,575)		(84,494)
(Loss) income from partially owned entities	(545,126)		(563,414)		18,288
Loss from real estate fund investments	(1,880)		—		(1,880)
Interest and other investment income, net	10,587		2,915		7,672
Income from deferred compensation plan assets	521		—		521
Interest and debt expense	(88,242)		(43,053)		(45,189)
Net gains on disposition of wholly owned and partially owned assets	65,241		34,585		30,656
(Loss) income before income taxes	(518,028)		(523,843)		5,815
Income tax expense	(6,974)		(1,396)		(5,578)
Net (loss) income	(525,002)		(525,239)		237
Less net loss attributable to noncontrolling interests in consolidated subsidiaries	10,493		7,018		3,475
Net (loss) income attributable to Vornado Realty L.P.	(514,509)		$	(518,221)	$	3,712
Less net loss attributable to noncontrolling interests in the Operating Partnership	36,787
Preferred unit distributions	(15,558)

Net loss attributable to common shareholders	$	(493,280)
For the three months ended December 31, 2021
Net income attributable to Vornado Realty L.P.	$	28,272	$	60,548	$	(32,276)
Net income attributable to common shareholders	$	11,269

________________________________

- 11 -


NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT (unaudited)
(Amounts in thousands)


	For the Year Ended December 31, 2022
	Total		New York		Other
Property rentals(1)	$	1,388,202	$	1,096,896	$	291,306
Tenant expense reimbursements(1)	168,128		126,582		41,546
Amortization of acquired below-market leases, net	5,178		4,530		648
Straight-lining of rents	46,177		52,173		(5,996)
Total rental revenues	1,607,685		1,280,181		327,504
Fee and other income:
BMS cleaning fees	137,673		146,530		(8,857)
Management and leasing fees	11,039		11,645		(606)
Other income	43,598		11,086		32,512
Total revenues	1,799,995		1,449,442		350,553
Operating expenses	(873,911)		(716,148)		(157,763)
Depreciation and amortization	(504,502)		(413,491)		(91,011)
General and administrative	(133,731)		(46,326)		(87,405)
Benefit from deferred compensation plan liability	9,617		—		9,617
Impairment losses, transaction related costs and other	(31,722)		(20,318)		(11,404)
Total expenses	(1,534,249)		(1,196,283)		(337,966)
(Loss) income from partially owned entities	(461,351)		(486,177)		24,826
Income from real estate fund investments	3,541		—		3,541
Interest and other investment income, net	19,869		4,695		15,174
Loss from deferred compensation plan assets	(9,617)		—		(9,617)
Interest and debt expense	(279,765)		(134,072)		(145,693)
Net gains on disposition of wholly owned and partially owned assets	100,625		62,939		37,686
Loss before income taxes	(360,952)		(299,456)		(61,496)
Income tax expense	(21,660)		(4,001)		(17,659)
Net loss	(382,612)		(303,457)		(79,155)
Less net loss attributable to noncontrolling interests in consolidated subsidiaries	5,737		5,431		306
Net loss attributable to Vornado Realty L.P.	(376,875)		$	(298,026)	$	(78,849)
Less net loss attributable to noncontrolling interests in the Operating Partnership	30,491
Preferred unit distributions	(62,231)

Net loss attributable to common shareholders	$	(408,615)
For the year ended December 31, 2021
Net income attributable to Vornado Realty L.P.	$	183,539	$	252,573	$	(69,034)
Net income attributable to common shareholders	$	101,086

________________________________

- 12 -

NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (NON-GAAP) (unaudited)

(Amounts in thousands)


	For the Three Months Ended December 31, 2022
	Total		New York		Other
Total revenues	$	446,940	$	366,699	$	80,241
Operating expenses	(213,477)		(179,910)		(33,567)
NOI - consolidated	233,463		186,789		46,674
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(18,929)		(12,858)		(6,071)
Add: Our share of NOI from partially owned entities	77,221		74,664		2,557
NOI at share	291,755		248,595		43,160
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(2,156)		(4,883)		2,727
NOI at share - cash basis	$	289,599	$	243,712	$	45,887


	For the Three Months Ended December 31, 2021
	Total		New York		Other
Total revenues	$	421,080	$	335,841	$	85,239
Operating expenses	(202,717)		(158,092)		(44,625)
NOI - consolidated	218,363		177,749		40,614
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(19,164)		(12,139)		(7,025)
Add: Our share of NOI from partially owned entities	79,223		76,329		2,894
NOI at share	278,422		241,939		36,483
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(252)		(1,539)		1,287
NOI at share - cash basis	$	278,170	$	240,400	$	37,770


	For the Three Months Ended September 30, 2022
	Total		New York		Other
Total revenues	$	457,431	$	360,033	$	97,398
Operating expenses	(221,596)		(182,131)		(39,465)
NOI - consolidated	235,835		177,902		57,933
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(14,766)		(8,691)		(6,075)
Add: Our share of NOI from partially owned entities	76,020		71,943		4,077
NOI at share	297,089		241,154		55,935
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(1,419)		(3,462)		2,043
NOI at share - cash basis	$	295,670	$	237,692	$	57,978

________________________________

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

- 13 -

NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT (NON-GAAP) (unaudited)

(unaudited and in thousands)


	For the Year Ended December 31, 2022
	Total		New York		Other
Total revenues	$	1,799,995	$	1,449,442	$	350,553
Operating expenses	(873,911)		(716,148)		(157,763)
NOI - consolidated	926,084		733,294		192,790
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(70,029)		(45,566)		(24,463)
Add: Our share of NOI from partially owned entities	305,993		293,780		12,213
NOI at share	1,162,048		981,508		180,540
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(10,980)		(18,509)		7,529
NOI at share - cash basis	$	1,151,068	$	962,999	$	188,069


	For the Year Ended December 31, 2021
	Total		New York		Other
Total revenues	$	1,589,210	$	1,257,599	$	331,611
Operating expenses	(797,315)		(626,386)		(170,929)
NOI - consolidated	791,895		631,213		160,682
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(69,385)		(38,980)		(30,405)
Add: Our share of NOI from partially owned entities	310,858		300,721		10,137
NOI at share	1,033,368		892,954		140,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	1,318		(1,188)		2,506
NOI at share - cash basis	$	1,034,686	$	891,766	$	142,920

________________________________

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

- 14 -

NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS BY SEGMENT AND SUBSEGMENT (NON-GAAP) (unaudited)

(Amounts in thousands)


	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
NOI at share:
New York:
Office(1)	$	184,045	$	179,929	$	174,790	$	718,686	$	677,167
Retail	50,083		48,365		52,127		205,753		173,363
Residential	4,978		4,894		4,598		19,600		17,783
Alexander's Inc. ("Alexander's")	9,489		8,751		9,639		37,469		37,318
Hotel Pennsylvania(2)	—		—		—		—		(12,677)
Total New York	248,595		241,939		241,154		981,508		892,954
Other:
theMART(3)	21,276		15,959		35,769		96,906		58,909
555 California Street	16,641		16,596		16,092		65,692		64,826
Other investments	5,243		3,928		4,074		17,942		16,679
Total Other	43,160		36,483		55,935		180,540		140,414
NOI at share	$	291,755	$	278,422	$	297,089	$	1,162,048	$	1,033,368





NOI at share - cash basis:
New York:
Office(1)	$	182,648	$	181,568	$	174,606	$	715,407	$	686,507
Retail	46,168		44,536		48,096		188,846		160,801
Residential	4,660		4,758		4,556		18,214		16,656
Alexander's	10,236		9,538		10,434		40,532		40,525
Hotel Pennsylvania(2)	—		—		—		—		(12,723)
Total New York	243,712		240,400		237,692		962,999		891,766
Other:
theMART(3)	23,163		18,413		36,772		101,912		64,389
555 California Street	17,672		15,128		16,926		67,813		60,680
Other investments	5,052		4,229		4,280		18,344		17,851
Total Other	45,887		37,770		57,978		188,069		142,920
NOI at share - cash basis	$	289,599	$	278,170	$	295,670	$	1,151,068	$	1,034,686

________________________________

(1)Includes BMS NOI of $8,305, $6,918, $7,043, $27,598 and $26,344, respectively, for the three months ended December 31, 2022 and 2021 and September 30, 2022 and the years ended December 31, 2022 and 2021.

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

(3)2022 includes the impact of prior period accrual adjustments related to (i) a property tax reassessment recognized in the third quarter and (ii) a change in the property tax rate recognized in the fourth quarter. 2022 also includes an increase in tradeshow activity compared to the prior year.

- 15 -

SAME STORE NOI AT SHARE AND SAME STORE NOI AT SHARE - CASH BASIS (NON-GAAP) (unaudited)


	Total		New York		theMART(2)		555 California Street
Same store NOI at share % increase (decrease)(1):
Three months ended December 31, 2022 compared to December 31, 2021	6.3	%	5.0	%	32.1	%	0.3	%
Year ended December 31, 2022 compared to December 31, 2021	7.1	%	3.5	%	64.2	%	2.7	%
Three months ended December 31, 2022 compared to September 30, 2022	(0.8)	%	5.6	%	(41.1)	%	3.4	%

Same store NOI at share - cash basis % increase (decrease)(1):
Three months ended December 31, 2022 compared to December 31, 2021	7.9	%	5.9	%	24.7	%	16.8	%
Year ended December 31, 2022 compared to December 31, 2021	9.0	%	5.0	%	58.0	%	13.3	%
Three months ended December 31, 2022 compared to September 30, 2022	(0.9)	%	4.8	%	(37.6)	%	4.4	%

________________________________

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

- 16 -


PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF DECEMBER 31, 2022 (unaudited)
(Amounts in thousands of dollars, except square feet)
		Property Rentable Sq. Ft.			Cash Amount Expended		Remaining Expenditures			Projected Incremental Cash Yield
Active PENN District Projects	Segment		Budget(1)						Stabilization Year
The Farley Building (95% interest)	New York	846,000	1,120,000	(2)	1,111,493	(2)	8,507	(2)	(3)		6.2%
PENN 2 - as expanded	New York	1,795,000	750,000		393,126		356,874		2025		9.5%
PENN 1 (including LIRR Concourse Retail)(4)	New York	2,546,000	450,000		375,810		74,190		N/A		13.2%	(4)(5)
Districtwide Improvements	New York	N/A	100,000		41,776		58,224		N/A		N/A
Total Active PENN District Projects			2,420,000		1,922,205		497,795				8.3%

________________________________

(1)Excluding debt and equity carry.

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

(3)Office stabilized in 2022, Retail to stabilize in 2023/2024.

(4)Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in 2023, which may be material.

(5)Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.6 years.

- 17 -

FUTURE DEVELOPMENT OPPORTUNITIES - AS OF DECEMBER 31, 2022 (unaudited)

Future Opportunities

Segment

Property
Zoning
Sq. Ft.

(at 100%)

350 Park Avenue

New York

1,389,000

(1)

Hotel Pennsylvania site(2)

New York

2,052,000

PENN District - multiple other opportunities - office/residential/retail

New York

260 Eleventh Avenue - office(3)

New York

280,000

Undeveloped Land

Rego Park III (32.4% interest)

New York

550,000

527 West Kinzie, Chicago

Other

330,000

57th Street (50% interest)

New York

150,000

Eighth Avenue and 34th Street

New York

105,000

Total undeveloped land

1,135,000

____________________

(1)Reflects entire assemblage, see page 3 for further information.

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

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

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

- 18 -


LEASING ACTIVITY (unaudited)
(Square feet in thousands)

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


	New York
	Office			Retail			theMART
Three Months Ended December 31, 2022
Total square feet leased	154			20			24
Our share of square feet leased:	147			15			24
Initial rent(1)	$	84.58		$	284.73		$	59.45
Weighted average lease term (years)	7.6			11.8			6.5
Second generation relet space:
Square feet	135			—			23
GAAP basis:
Straight-line rent(2)	$	79.73		$	—		$	60.30
Prior straight-line rent	$	68.04		$	—		$	65.07
Percentage increase (decrease)	17.2		%	0.0		%	(7.3)		%
Cash basis (non-GAAP):
Initial rent(1)	$	83.66		$	—		$	59.66
Prior escalated rent	$	76.20		$	—		$	67.87
Percentage increase (decrease)	9.8		%	0.0		%	(12.1)		%
Tenant improvements and leasing commissions:
Per square foot	$	78.86		$	318.41		$	42.88
Per square foot per annum	$	10.32		$	26.98		$	6.60
Percentage of initial rent	12.2		%	9.5		%	11.1		%

________________________________

(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.

- 19 -


LEASING ACTIVITY (unaudited)
(Square feet in thousands)


	New York									555 California Street
	Office			Retail			theMART
Year Ended December 31, 2022
Total square feet leased	894			111			299			210
Our share of square feet leased:	753			100			299			147
Initial rent(1)	$	84.51		$	266.25		$	52.40		$	96.40
Weighted average lease term (years)	8.9			11.6			7.2			5.9
Second generation relet space:
Square feet	498			42			244			135
GAAP basis:
Straight-line rent(2)	$	79.62		$	229.84		$	49.22		$	87.43
Prior straight-line rent	$	73.03		$	372.60		$	51.72		$	70.32
Percentage increase (decrease)	9.0		%	(38.3)		%	(4.8)		%	24.3		%
Cash basis (non-GAAP):
Initial rent(1)	$	82.96		$	257.34		$	52.87		$	93.50
Prior escalated rent	$	78.70		$	390.83		$	55.91		$	82.28
Percentage increase (decrease)	5.4		%	(34.2)		%	(5.4)		%	13.6		%
Tenant improvements and leasing commissions:
Per square foot	$	104.93		$	263.13		$	75.44		$	42.19
Per square foot per annum	$	11.84		$	22.68		$	10.48		$	7.15
Percentage of initial rent	14.0		%	8.5		%	20.0		%	7.4		%

________________________________

(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.

- 20 -


LEASE EXPIRATIONS (unaudited) NEW YORK SEGMENT

	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases(1)		Annualized Escalated Rents of Expiring Leases				Percentage of Annualized Escalated Rent
				Total		Per Sq. Ft.
Office:	Fourth Quarter 2022(2)	47,000		$	1,712,000	$	36.43	0.1	%



	First Quarter 2023	566,000		55,434,000		97.94		4.7	%
	Second Quarter 2023	154,000		12,302,000		79.88		1.0	%
	Third Quarter 2023	126,000		9,832,000		78.03		0.8	%
	Fourth Quarter 2023	598,000		59,815,000		100.03		5.1	%
	Total 2023	1,444,000		137,383,000		95.14		11.6	%
	2024	943,000		88,875,000		94.25		7.5	%
	2025	699,000		57,307,000		81.98		4.9	%
	2026	1,217,000		99,016,000		81.36		8.4	%
	2027	1,160,000		89,200,000		76.90		7.6	%
	2028	1,003,000		74,602,000		74.38		6.3	%
	2029	1,161,000		94,292,000		81.22		8.0	%
	2030	623,000		51,308,000		82.36		4.3	%
	2031	899,000		79,770,000		88.73		6.8	%
	2032	404,000		35,215,000		87.17		3.0	%
	Thereafter	4,867,000	(3)	372,042,000		76.44		31.5	%

Retail:	Fourth Quarter 2022(2)	16,000		$	2,590,000	$	161.88	1.0	%



	First Quarter 2023	134,000		9,497,000		70.87		3.5	%
	Second Quarter 2023	—		—		—		0.0	%
	Third Quarter 2023	7,000		3,505,000		500.71		1.3	%
	Fourth Quarter 2023	8,000		6,285,000		785.63		2.3	%
	Total 2023	149,000		19,287,000		129.44		7.1	%
	2024	133,000		22,680,000		170.53		8.4	%
	2025	40,000		12,898,000		322.45		4.8	%
	2026	82,000		26,076,000		318.00		9.7	%
	2027	34,000		18,872,000		555.06		7.1	%
	2028	27,000		13,470,000		498.89		5.0	%
	2029	50,000		26,772,000		535.44		10.0	%
	2030	155,000		22,645,000		146.10		8.5	%
	2031	88,000		29,201,000		331.83		10.9	%
	2032	55,000		28,490,000		518.00		10.6	%
	Thereafter	390,000		45,463,000		116.57		16.9	%

________________________________

(1) Excludes storage, vacancy and other.

(2) Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter.

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

- 21 -


LEASE EXPIRATIONS (unaudited) theMART

	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases(1)	Annualized Escalated Rents of Expiring Leases				Percentage of Annualized Escalated Rent
			Total		Per Sq. Ft.
Office / Showroom / Retail:	Fourth Quarter 2022(2)	86,000	$	4,463,000	$	51.90	3.0	%



	First Quarter 2023	29,000	2,015,000		69.48		1.3	%
	Second Quarter 2023	12,000	867,000		72.25		0.6	%
	Third Quarter 2023	166,000	8,601,000		51.81		5.7	%
	Fourth Quarter 2023	47,000	2,721,000		57.89		1.8	%
	Total 2023	254,000	14,204,000		55.92		9.4	%
	2024	233,000	13,416,000		57.58		8.9	%
	2025	409,000	23,652,000		58.69		15.7	%
	2026	290,000	16,089,000		55.48		10.7	%
	2027	191,000	10,398,000		54.44		6.9	%
	2028	684,000	32,780,000		47.92		21.5	%
	2029	111,000	5,369,000		48.37		3.6	%
	2030	29,000	1,655,000		57.07		1.1	%
	2031	294,000	13,779,000		46.87		9.1	%
	2032	160,000	7,631,000		47.69		5.1	%
	Thereafter	167,000	7,628,000		45.68		5.0	%

________________________________

(1) Excludes storage, vacancy and other.

(2) Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter.

- 22 -


LEASE EXPIRATIONS (unaudited) 555 California Street

	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases(1)	Annualized Escalated Rents of Expiring Leases				Percentage of Annualized Escalated Rent
			Total		Per Sq. Ft.
Office / Retail:	Fourth Quarter 2022(2)	—	$	—	$	—	0.0	%



	First Quarter 2023	6,000	391,000		65.17		0.4	%
	Second Quarter 2023	—	—		—		0.0	%
	Third Quarter 2023	—	—		—		0.0	%
	Fourth Quarter 2023	—	—		—		0.0	%
	Total 2023	6,000	391,000		65.17		0.4	%
	2024	70,000	7,215,000		103.07		6.6	%
	2025	274,000	24,684,000		90.09		22.5	%
	2026	238,000	23,518,000		98.82		21.5	%
	2027	65,000	6,056,000		93.17		5.5	%
	2028	112,000	10,502,000		93.77		9.6	%
	2029	116,000	11,098,000		95.67		10.1	%
	2030	106,000	10,713,000		101.07		9.8	%
	2031	—	—		—		0.0	%
	2032	5,000	645,000		129.00		0.6	%
	Thereafter	188,000	14,746,000		78.44		13.4	%

________________________________

(1) Excludes storage, vacancy and other.

(2) Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the current quarter.

- 23 -


CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
CONSOLIDATED
(Amounts in thousands)
	Year Ended December 31,
	2022		2021		2020
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	85,573	$	75,133	$	65,173
Tenant improvements	41,934		68,284		65,313
Leasing commissions	16,005		36,274		18,626
Recurring tenant improvements, leasing commissions and other capital expenditures	143,512		179,691		149,112
Non-recurring capital expenditures(1)	32,583		19,849		64,624
Total capital expenditures and leasing commissions	$	176,095	$	199,540	$	213,736


	Year Ended December 31,
	2022		2021		2020
Amounts paid for development and redevelopment expenditures(2):
PENN 2	$	266,676	$	105,267	$	76,883
The Farley Building	224,382		202,414		239,427
PENN 1	102,445		171,824		108,514
Hotel Pennsylvania site	77,965		54,280		7,606
PENN Districtwide improvements	11,096		14,116		17,066
PENN 11	10,430		418		32
220 CPS	10,186		19,351		119,763
theMART 2.0	10,130		729		—
Other	24,689		17,541		32,629
	$	737,999	$	585,940	$	601,920

________________________________

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

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

- 24 -


CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
NEW YORK SEGMENT
(Amounts in thousands)

	Year Ended December 31,
	2022		2021		2020
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	60,588	$	61,420	$	53,543
Tenant improvements	27,862		59,522		52,763
Leasing commissions	10,465		27,284		14,612
Recurring tenant improvements, leasing commissions and other capital expenditures	98,915		148,226		120,918
Non-recurring capital expenditures(1)	28,992		19,694		64,414
Total capital expenditures and leasing commissions	$	127,907	$	167,920	$	185,332


	Year Ended December 31,
	2022		2021		2020
Amounts paid for development and redevelopment expenditures(2):
PENN 2	$	266,676	$	105,267	$	76,883
The Farley Building	224,382		202,414		239,427
PENN 1	102,445		171,824		108,514
Hotel Pennsylvania site	77,965		54,280		7,606
PENN Districtwide improvements	11,096		14,116		17,066
PENN 11	10,430		418		32
Other	20,606		12,220		11,920
	$	713,600	$	560,539	$	461,448

________________________________

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

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

- 25 -


CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
theMART
(Amounts in thousands)
	Year Ended December 31,
	2022		2021		2020
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	18,137	$	7,199	$	7,627
Tenant improvements	11,977		5,683		5,859
Leasing commissions	2,610		2,047		3,173
Recurring tenant improvements, leasing commissions and other capital expenditures	32,724		14,929		16,659
Non-recurring capital expenditures(1)	676		155		210
Total capital expenditures and leasing commissions	$	33,400	$	15,084	$	16,869


	Year Ended December 31,
	2022		2021		2020
Amounts paid for development and redevelopment expenditures(2):
theMART 2.0	$	10,130	$	729	$	—
Other	4,083		1,068		4,011
	$	14,213	$	1,797	$	4,011

________________________________

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

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

- 26 -


CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS (unaudited)
555 CALIFORNIA STREET
(Amounts in thousands)

	Year Ended December 31,
	2022		2021		2020
Amounts paid for capital expenditures:
Expenditures to maintain assets	$	6,848	$	6,514	$	4,003
Tenant improvements	2,095		3,079		6,691
Leasing commissions	2,930		6,943		841
Recurring tenant improvements, leasing commissions and other capital expenditures	11,873		16,536		11,535
Non-recurring capital expenditures(1)	2,915		—		—
Total capital expenditures and leasing commissions	$	14,788	$	16,536	$	11,535


	Year Ended December 31,
	2022		2021		2020
Amounts paid for development and redevelopment expenditures(2):
345 Montgomery Street	$	—	$	4,253	$	16,661

________________________________

See notes below.


CAPITAL EXPENDITURES (unaudited)
OTHER
(Amounts in thousands)

	Year Ended December 31,
	2022		2021		2020
Amounts paid for development and redevelopment expenditures(2):
220 CPS	$	10,186	$	19,351	$	119,763
Other	—		—		37
	$	10,186	$	19,351	$	119,800

________________________________

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

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

- 27 -


UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
		As of December 31, 2022
Joint Venture Name	Asset Category	Percentage Ownership	Company's Carrying Amount			Company's Pro rata Share of Debt(1)			100% of Joint Venture Debt(1)		Maturity Date(2)	Spread over LIBOR/SOFR	Interest Rate(3)
Fifth Avenue and Times Square JV	Retail/Office	51.5%	$	2,272,320	(4)	$	448,473	(5)	$	921,000	Various	Various	Various

Alexander's	Office/Retail	32.4%	87,796			355,280			1,096,544		Various	Various	Various

Partially owned office buildings/land:
512 West 22nd Street	Office/Retail	55.0%	60,127			75,418			137,124		06/23	L+200	6.00%
280 Park Avenue	Office/Retail	50.0%	53,466			600,000			1,200,000		09/24	L+173	5.81%
West 57th Street properties	Office/Retail/Land	50.0%	52,462			—		(6)	—		—	—	—
825 Seventh Avenue	Office	50.0%	11,814			29,676			59,353		07/23	L+235	6.48%
61 Ninth Avenue	Office/Retail	45.1%	4,311			75,543			167,500		01/26	S+146	5.75%
650 Madison Avenue	Office/Retail	20.1%	—		(7)	161,024			800,000		12/29	N/A	3.49%

Other investments:
Independence Plaza	Residential/Retail	50.1%	50,100			338,175			675,000		07/25	N/A	4.25%
Rosslyn Plaza	Office/Residential	43.7% to 50.4%	35,304			18,335			36,372		03/23	S+205	6.17%
Other	Various	Various	37,373			124,427			666,120		Various	Various	Various
			$	2,665,073		$	2,226,351		$	5,759,013
Investments in partially owned entities included in other liabilities(8):
7 West 34th Street	Office/Retail	53.0%	$	(65,522)		$	159,000		$	300,000	06/26	N/A	3.65%
85 Tenth Avenue	Office/Retail	49.9%	(16,006)			311,875			625,000		12/26	N/A	4.55%
			$	(81,528)		$	470,875		$	925,000

________________________________

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

(2)Assumes the exercise of as-of-right extension options.

(3)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.

(4)In 2022, we recognized a non-cash impairment loss of $489,859, before noncontrolling interests of $6,822, resulting from a decline in the value of our investment that we deemed other-than-temporary.

(5)On December 21, 2022, the 697-703 Fifth Avenue $450,000 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29,000 of property-level funds were applied by the lenders against the principal balance resulting in a $421,000 loan balance as of December 31, 2022. The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations.

(6)On October 31, 2022, the joint venture repaid the $20,000 mortgage loan ($10,000 at our share).

(7)In 2022, we recognized a $93,353 impairment loss on our investment which reduced our investment to zero.

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

- 28 -


UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
	Percentage Ownership at December 31, 2022	Our Share of Net (Loss) Income for the Three Months Ended December 31,						Our Share of NOI (non-GAAP) for the Three Months Ended December 31,
		2022			2021			2022		2021
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Non-cash impairment loss	51.5%	$	(489,859)		$	—		$	—	$	—
Equity in net income		13,333			14,830			35,624		35,831
Return on preferred equity, net of our share of the expense		9,431			9,431			—		—
		(467,095)			24,261			35,624		35,831
650 Madison Avenue	20.1%	(94,820)		(1)	1,073			1,891		4,749
Alexander's	32.4%	4,204			16,928		(2)	9,489		8,751
280 Park Avenue	50.0%	(3,651)		(3)	1,603			10,052		9,804
85 Tenth Avenue	49.9%	(2,713)			(3,032)			2,542		2,229
7 West 34th Street	53.0%	1,155			1,213			3,684		3,741
Independence Plaza	50.1%	(1,137)			(1,083)			4,551		4,607
512 West 22nd Street	55.0%	(409)			(1,465)			1,519		759
61 Ninth Avenue	45.1%	205			728			1,952		1,876
West 57th Street properties	50.0%	(176)			(265)			113		7

Other, net	Various	1,023			2,338			3,247		3,975
		(563,414)			42,299			74,664		76,329
Other:
Alexander's corporate fee income	32.4%	1,182			1,807			660		1,030
Rosslyn Plaza	43.7% to 50.4%	278			356			1,086		1,016
Other, net	Various	16,828		(4)	(713)			811		848
		18,288			1,450			2,557		2,894

Total		$	(545,126)		$	43,749		$	77,221	$	79,223

______________________________

(1)2022 includes a $93,353 impairment loss.

(2)2021 includes our $11,620 share of net gain on the sale of the Paramus, New Jersey property to IKEA.

(3)Decrease primarily due to an increase in variable rate interest expense. In September 2022, the joint venture entered into an interest rate cap arrangement capping LIBOR at 4.08% (5.81% as of December 31, 2022).

(4)2022 includes $17,185 of net gains from dispositions of two investments.

- 29 -


UNCONSOLIDATED JOINT VENTURES (unaudited)
(Amounts in thousands)
	Percentage Ownership at December 31, 2022	Our Share of Net (Loss) Income for the Year Ended December 31,						Our Share of NOI (non-GAAP) for the Year Ended December 31,
		2022			2021			2022		2021
Joint Venture Name
New York:
Fifth Avenue and Times Square JV:
Non-cash impairment loss	51.5%	$	(489,859)		$	—		$	—	$	—
Equity in net income		55,248			47,144			139,308		131,363
Return on preferred equity, net of our share of the expense		37,416			37,416			—		—
		(397,195)			84,560			139,308		131,363
650 Madison Avenue	20.1%	(97,698)		(1)	(1,014)			8,821		12,837
Alexander's	32.4%	18,439			34,692		(2)	37,469		37,318
85 Tenth Avenue	49.9%	(10,641)			(11,501)			10,441		9,333
Independence Plaza	50.1%	(4,677)			(6,212)			17,972		16,876
7 West 34th Street	53.0%	4,495			4,590			14,681		14,681
280 Park Avenue	50.0%	(3,402)		(3)	5,454			39,965		38,806
61 Ninth Avenue	45.1%	1,367			3,073			6,993		7,272
West 57th Street properties	50.0%	(886)			(887)			350		233
512 West 22nd Street	55.0%	(505)			(2,056)			5,604		5,361
One Park Avenue(4)	100.0%	—			11,518			—		17,348
Other, net	Various	4,526			3,184			12,176		9,293
		(486,177)			125,401			293,780		300,721
Other:
Alexander's corporate fee income	32.4%	4,534			5,429			2,442		2,819
Rosslyn Plaza	43.7% to 50.4%	1,554			1,407			4,477		4,094
Other, net	Various	18,738		(5)	(1,720)			5,294		3,224
		24,826			5,116			12,213		10,137

Total		$	(461,351)		$	130,517		$	305,993	$	310,858

____________________________

(1)2022 includes a $93,353 impairment loss.

(2)2021 includes our $11,620 share of net gain on the sale of the Paramus, New Jersey property to IKEA, and our $2,956 of net gain on the sale of a parcel of land in the Bronx, New York.

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

(5)2022 includes $17,185 of net gains from dispositions of two investments.

- 30 -


CAPITAL STRUCTURE (unaudited)
(Amounts in thousands, except per share and per unit amounts)
				As of
				December 31, 2022
Debt (contractual balances):
Consolidated debt(1):
Mortgages payable				$	5,877,615
Senior unsecured notes				1,200,000
$800 Million unsecured term loan				800,000
$2.5 Billion unsecured revolving credit facilities				575,000
				8,452,615
Pro rata share of debt of non-consolidated entities				2,697,226
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street)				(682,059)
				10,467,782		(A)

	Shares/Units	Liquidation Preference
Perpetual Preferred:
3.25% preferred units (D-17) (141,400 units @ $25.00 per unit)				3,535
5.40% Series L preferred shares	12,000	$	25.00	300,000
5.25% Series M preferred shares	12,780	25.00		319,500
5.25% Series N preferred shares	12,000	25.00		300,000
4.45% Series O preferred shares	12,000	25.00		300,000
				1,223,035		(B)

	Converted Shares	December 31, 2022 Common Share Price
Equity:
Common shares	191,867	$	20.81	3,992,752
Class A units	13,431	20.81		279,499
Convertible share equivalents:
Equity awards - unit equivalents	986	20.81		20,519
Series D-13 preferred units	2,243	20.81		46,677
Series G-1 through G-4 preferred units	126	20.81		2,622
Series A preferred shares	25	20.81		520
				4,342,589		(C)
Total Market Capitalization (A+B+C)				$	16,033,406

________________________________

(1)See reconciliation on page xiv in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of December 31, 2022.

- 31 -


COMMON SHARES DATA (NYSE: VNO) (unaudited)

Vornado Realty Trust common shares are traded on the New York Stock Exchange ("NYSE") under the symbol VNO. Below is a summary of performance and dividends for VNO common shares (based on NYSE prices):

	2022
	Fourth Quarter				Third Quarter			Second Quarter			First Quarter
High price	$	26.28			$	30.90		$	45.84		$	47.26
Low price	$	20.03			$	22.83		$	27.64		$	38.00
Closing price - end of quarter	$	20.81			$	23.16		$	28.59		$	45.32

Annualized quarterly dividend per share	$	2.12		(1)	$	2.12		$	2.12		$	2.12

Annualized dividend yield - on closing price		10.2	%			9.2	%		7.4	%		4.7	%

Outstanding shares, Class A units and convertible preferred units as converted (in thousands)		208,678				208,220			207,814			207,127

Closing market value of outstanding shares, Class A units and convertible preferred units as converted	$	4.3 Billion			$	4.8 Billion		$	5.9 Billion		$	9.4 Billion

____________________________

(1)On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

- 32 -


DEBT ANALYSIS (unaudited)
(Amounts in thousands)
	As of December 31, 2022
	Total			Variable				Fixed
(Contractual debt balances)	Amount		Weighted Average Interest Rate	Amount			Weighted Average Interest Rate	Amount		Weighted Average Interest Rate
Consolidated debt(1)	$	8,452,615	4.16%	$	2,307,615	(2)	5.67%	$	6,145,000	3.59%
Pro rata share of debt of non-consolidated entities	2,697,226		4.87%	1,249,769			6.19%	1,447,457		3.72%
Total	11,149,841		4.33%	3,557,384			5.85%	7,592,457		3.61%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street)	(682,059)			(682,059)				—
Company's pro rata share of total debt	$	10,467,782	4.23%	$	2,875,325	(2)	5.87%	$	7,592,457	3.61%

Debt Covenant Ratios:(3)

Senior Unsecured Notes due 2025, 2026 and 2031

Unsecured Revolving Credit Facilities
and Unsecured Term Loan

Required

Actual

Required

Actual

Total outstanding debt/total assets(4)

Less than 65%

48%

Less than 60%

35%

Secured debt/total assets

Less than 50%

32%

Less than 50%

25%

Interest coverage ratio (annualized combined EBITDA to annualized interest expense)

Greater than 1.50

2.29

N/A

Fixed charge coverage

N/A

Greater than 1.40

2.19

Unencumbered assets/unsecured debt

Greater than 150%

342%

N/A

Unsecured debt/cap value of unencumbered assets

N/A

Less than 60%

20%

Unencumbered coverage ratio

N/A

Greater than 1.50

6.73


Consolidated Unencumbered EBITDA (non-GAAP):
	Q4 2022 Annualized
New York	$	251,072
Other	106,772
Total	$	357,844

________________________________

(1)See reconciliation on page xiv in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of December 31, 2022.

(2)Includes our $105,000 participation in the 150 West 34th Street mortgage loan. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid.

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

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

- 33 -


HEDGING INSTRUMENTS AS OF DECEMBER 31, 2022 (unaudited)
(Amounts in thousands)
	Debt Information				Swap / Cap Information
	Balance at Share		Variable Rate Spread	Maturity Date(1)	Notional Amount at Share			All-In Swapped Rate	Swap Expiration Date
Interest Rate Swaps:
Consolidated:
555 California Street mortgage loan	$	840,000	L+193	05/28	$	840,000		2.26%	05/24
770 Broadway mortgage loan	700,000		S+225	07/27	700,000			4.98%	07/27
PENN 11 mortgage loan	500,000		S+206	10/25	500,000			2.22%	03/24
Unsecured revolving credit facility	575,000		S+115	12/27	575,000			3.88%	08/27
Unsecured term loan	800,000		S+130	12/27	800,000		(2)	4.05%	10/23
100 West 33rd Street mortgage loan	480,000		S+165	06/27	480,000			5.06%	06/27
888 Seventh Avenue mortgage loan	277,800		S+180	12/25	200,000			4.76%	09/27
4 Union Square South mortgage loan	120,000		S+150	08/25	100,000			3.74%	01/25
Unconsolidated:
640 Fifth Avenue mortgage loan	259,925		L+101	05/24	259,925			3.07%	05/23
731 Lexington Avenue - retail condominium mortgage loan	97,200		S+151	08/25	97,200			1.76%	05/25
50-70 West 93rd Street mortgage loan	41,667		L+153	12/24	41,168			3.14%	06/24
	$	4,691,592			4,593,293

Interest Rate Caps:								Index Strike Rate
Consolidated:
1290 Avenue of the Americas mortgage loan	$	665,000	L+151	11/28	665,000			4.00%	11/23
One Park Avenue mortgage loan	525,000		S+122	03/26	525,000		(3)	4.39%	03/23
150 West 34th Street mortgage loan	205,000		S+199	05/24	100,000		(4)	4.10%	06/24
606 Broadway mortgage loan	37,060		S+191	09/24	37,060			4.00%	09/24
Unconsolidated:
280 Park Avenue mortgage loan	600,000		L+173	09/24	600,000			4.08%	09/23
61 Ninth Avenue mortgage loan	75,543		S+146	01/26	75,543			4.39%	02/24
512 West 22nd Street mortgage loan	75,418		L+200	06/23	75,418			4.00%	06/23
Rego Park II mortgage loan	65,624		S+145	12/25	65,624			4.15%	11/24
Fashion Centre Mall/Washington Tower mortgage loan	34,125		L+294	05/26	34,125			4.00%	05/24
	$	2,282,770			2,177,770		(5)

Fixed rate debt per loan agreements and Vornado’s $105 million participation in 150 West 34th Street mortgage loan					3,104,164
Variable rate debt not subject to interest rate swaps or caps					592,555		(5)
Total debt at share					$	10,467,782

____________________

(1)Assumes the exercise of as-of-right extension options.

(2)The unsecured term loan is subject to various interest rate swap arrangements during its term, See page 5 for details.

(3)In December 2022, we entered into a forward cap for the $525,000 One Park Avenue mortgage loan effective upon the March 2023 expiration of the existing cap. The forward cap has a SOFR strike rate of 3.89% and expires in March 2024.

(4)Excludes our $105,000 participation in the loan. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid. The remaining $100,000 balance will bear interest at a floating rate of S+1.86% subject to the interest rate cap arrangement disclosed above.

(5)Our exposure to LIBOR/SOFR index increases is partially mitigated by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills.

- 34 -


CONSOLIDATED DEBT MATURITIES AT 100% (CONTRACTUAL BALANCES) (unaudited)
(Amounts in thousands)
Property	Maturity Date (1)	Spread over LIBOR/SOFR	Interest Rate(2)	2023		2024			2025		2026		2027		Thereafter		Total
Secured Debt:
435 Seventh Avenue	02/24	L+130	5.47%	$	—	$	95,696		$	—	$	—	$	—	$	—	$	95,696
150 West 34th Street	05/24	S+199	6.15%	—		205,000		(3)	—		—		—		—		205,000
606 Broadway (50.0% interest)	09/24	S+191	5.91%	—		74,119			—		—		—		—		74,119
4 Union Square South	08/25		4.05%	—		—			120,000		—		—		—		120,000
PENN 11	10/25		2.22%	—		—			500,000		—		—		—		500,000
888 Seventh Avenue	12/25		5.09%	21,600		21,600			234,600		—		—		—		277,800
One Park Avenue	03/26	S+122	5.56%	—		—			—		525,000		—		—		525,000
350 Park Avenue	01/27		3.92%	—		—			—		—		400,000		—		400,000
100 West 33rd Street	06/27		5.06%	—		—			—		—		480,000		—		480,000
770 Broadway	07/27		4.98%	—		—			—		—		700,000		—		700,000
555 California Street (70.0% interest)	05/28		3.36%	—		—			—		—		—		1,200,000		1,200,000
1290 Avenue of the Americas (70.0% interest)	11/28	L+151	5.51%	—		—			—		—		—		950,000		950,000
909 Third Avenue	04/31		3.23%	—		—			—		—		—		350,000		350,000
Total Secured Debt				21,600		396,415			854,600		525,000		1,580,000		2,500,000		5,877,615
Unsecured Debt:
Senior unsecured notes due 2025	01/25		3.50%	—		—			450,000		—		—		—		450,000
$1.25 Billion unsecured revolving credit facility	04/26	S+119	0.00%	—		—			—		—		—		—		—
Senior unsecured notes due 2026	06/26		2.15%	—		—			—		400,000		—		—		400,000
$1.25 Billion unsecured revolving credit facility	12/27		3.88%	—		—			—		—		575,000		—		575,000
$800 Million unsecured term loan	12/27		4.05%	—		—			—		—		800,000		—		800,000
Senior unsecured notes due 2031	06/31		3.40%	—		—			—		—		—		350,000		350,000
Total Unsecured Debt				—		—			450,000		400,000		1,375,000		350,000		2,575,000
Total Debt				$	21,600	$	396,415		$	1,304,600	$	925,000	$	2,955,000	$	2,850,000	$	8,452,615
Weighted average rate				5.92%		5.93%			3.32%		4.08%		4.38%		4.07%		4.16%

Fixed rate debt(4)				$	—	$	—		$	1,250,000	$	400,000	$	2,955,000	$	1,540,000	$	6,145,000
Fixed weighted average rate expiring				0.00%		0.00%			3.21%		2.15%		4.38%		2.74%		3.59%
Floating rate debt				$	21,600	$	396,415		$	54,600	$	525,000	$	—	$	1,310,000	$	2,307,615
Floating weighted average rate expiring				5.92%		5.93%			5.81%		5.56%		0.00%		5.63%		5.67%

________________________________

(1)Assumes the exercise of as-of-right extension options.

(2)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable. See the previous page for information on interest rate swap and interest rate cap arrangements entered into as of December 31, 2022.

(3)We hold a $105,000 participation in the mortgage loan which is included in “other assets” on our consolidated balance sheets. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid. The remaining $100,000 balance will bear interest at a floating rate of S+1.86% subject to the interest rate cap arrangement disclosed on the previous page.

(4)Debt classified as fixed rate includes the effect of interest rate swap arrangements which may expire prior to debt maturity. See the previous page for information on interest rate swap arrangements entered into as of December 31, 2022.

- 35 -

TOP 30 TENANTS (unaudited)

(Amounts in thousands, except square feet)


Tenants	Square Footage At Share	Annualized Escalated Rents At Share(1)		% of Total Annualized Escalated Rents At Share
Meta Platforms, Inc.	1,451,153	$	158,889	8.8	%
IPG and affiliates	967,552	67,279		3.6	%
New York University	685,290	45,013		2.5	%
Google/Motorola Mobility (guaranteed by Google)	759,446	41,220		2.2	%
Bloomberg L.P.	306,768	40,252		2.2	%
Equitable Financial Life Insurance Company	336,644	35,453		2.0	%
Yahoo Inc.	313,726	32,202		1.8	%
Amazon (including its Whole Foods subsidiary)	312,694	30,115		1.7	%
Neuberger Berman Group LLC	306,612	27,283		1.5	%
Madison Square Garden & Affiliates	412,551	27,143		1.5	%
Swatch Group USA	14,949	26,173		1.4	%
AMC Networks, Inc.	326,717	25,391		1.4	%
Bank of America	247,459	24,500		1.4	%
Apple Inc.	412,434	24,072		1.3	%
LVMH Brands	65,060	23,132		1.3	%
Citadel	209,263	21,544		1.2	%
Victoria's Secret	33,156	19,501		1.1	%
PwC	241,196	19,148		1.1	%
Macy's	242,837	17,886		1.0	%
Fast Retailing (Uniqlo)	47,167	13,636		0.8	%
Cushman & Wakefield	127,485	13,059		0.7	%
The City of New York	232,010	11,837		0.7	%
Foot Locker	149,987	11,456		0.6	%
AbbVie Inc.	168,673	11,152		0.6	%
Axon Capital	93,127	10,720		0.6	%
Kirkland & Ellis LLP	106,751	10,719		0.6	%
Manufacturers & Traders Trust	102,622	10,421		0.6	%
Alston & Bird LLP	126,872	10,161		0.6	%
Burlington Coat Factory	108,844	10,038		0.5	%
WSP USA	172,666	9,882		0.5	%
				45.8	%

________________________________

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

- 36 -


SQUARE FOOTAGE (unaudited)
(Square feet in thousands)
		At Vornado's Share
	At 100%		Under Development or Not Available for Lease	In Service
		Total		Office	Retail	Showroom	Other
Segment:
New York:
Office	19,902	17,206	1,178	15,845	—	183	—
Retail	2,556	2,118	267	—	1,851	—	—
Residential - 1,664 units	1,499	766	—	—	—	—	766
Alexander's (32.4% interest), including 312 residential units	2,454	795	69	305	339	—	82
	26,411	20,885	1,514	16,150	2,190	183	848

Other:
theMART	3,899	3,890	264	2,042	103	1,266	215
555 California Street (70% interest)	1,819	1,273	—	1,240	33	—	—
Other	2,845	1,346	149	212	874	—	111
	8,563	6,509	413	3,494	1,010	1,266	326

Total square feet at December 31, 2022	34,974	27,394	1,927	19,644	3,200	1,449	1,174

Total square feet at September 30, 2022	35,256	27,675	1,931	19,893	3,216	1,448	1,187

Parking Garages (not included above):	Square Feet	Number of Garages	Number of Spaces
New York	1,635	9	4,804
theMART	558	4	1,643
555 California Street	168	1	453
Rosslyn Plaza	411	4	1,094
Total at December 31, 2022	2,772	18	7,994

- 37 -


OCCUPANCY (unaudited)

	New York		theMART		555 California Street
Occupancy rate at:
December 31, 2022	90.4	%	81.6	%	94.7	%
September 30, 2022	90.3	%	87.3	%	94.7	%
December 31, 2021	91.3	%	88.9	%	93.8	%	(1)
September 30, 2021	90.4	%	89.6	%	98.1	%

________________________________

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


RESIDENTIAL STATISTICS (unaudited)

		Vornado's Ownership Interest
	Number of Units	Number of Units	Occupancy Rate	Average Monthly Rent Per Unit
New York:
December 31, 2022	1,976	941	96.7%	$3,882
September 30, 2022	1,983	948	96.8%	$3,877
December 31, 2021	1,986	951	97.0%	$3,776
September 30, 2021	1,986	951	96.4%	$3,756

- 38 -


GROUND LEASES (unaudited)
(Amounts in thousands, except square feet)

Property	Current Annual Rent at Share				Next Option Renewal Date		Fully Extended Lease Expiration		Rent Increases and Other Information
Consolidated:
New York:
The Farley Building (95% interest)		$	4,750			None		2116		None
PENN 1:
Land		2,500				2073		2098		One 25-year renewal option at fair market value ("FMV"). FMV rent resets occur in 2023 and 2048. The FMV rent reset in 2023 has not yet been determined.
Long Island Railroad Concourse Retail		—		(1)		2048		2098		Two 25-year renewal options. Rent increases at a rate based on the increase in gross income reduced by the increase in real estate taxes and operating expenses. The next rent increase occurs in 2028 and every ten years thereafter.
260 Eleventh Avenue		4,383				None		2114		Rent increases annually by the lesser of CPI or 1.5% compounded. We have a purchase option exercisable at a future date for $110,000 increased annually by the lesser of CPI or 1.5% compounded.
888 Seventh Avenue		3,350				2028		2067		Two 20-year renewal options at FMV.
Piers 92 & 94		1,000				2060		2110		None
330 West 34th Street - 65.2% ground leased		10,265		(2)		2051		2149		Two 30-year and one 39-year renewal option at FMV.
909 Third Avenue		1,600				2041		2063		One 22-year renewal option at current annual rent.
962 Third Avenue (the Annex building to 150 East 58th Street) - 50.0% ground leased		666				None		2118		Rent resets every ten years to FMV.
Other:
Wayne Town Center		5,374				2035		2064		Two 10-year renewal options and one 9-year renewal option. Rent increases annually by the greater of CPI or 6%.
Annapolis		650				None		2042		Fixed rent increases to $750 per annum in 2032.
Unconsolidated:
61 Ninth Avenue (45.1% interest)		3,635				None		2115		Rent increases in April 2023 and every three years thereafter based on CPI, subject to a cap. In 2051, 2071 and 2096, rent resets based on the increase in the property's gross revenue net of real estate taxes, if greater than the CPI reset.
Flushing (Alexander's) (32.4% interest)		259				2027		2037		One 10-year renewal option at 90% of FMV.

________________________________

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

(2)Represents the arbitration panel’s rent reset determination. We filed a petition in New York Supreme Court to vacate or modify the arbitration determination and our petition was denied. We are appealing the court’s decision.

- 39 -


NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)			Major Tenants
Property									Total Property	In Service	Under Development or Not Available for Lease
NEW YORK:
PENN District:
PENN 1
(ground leased through 2098)**															Cisco, Hartford Fire Insurance, Empire Healthchoice Assurance, Inc.,
-Office	100.0	%	80.7	%	$	73.16			2,230,000	2,230,000	—				United Healthcare Services, Inc., Siemens Mobility, WSP USA, Gusto Inc.
-Retail	100.0	%	100.0	%	168.68				316,000	77,000	239,000				Bank of America, Starbucks, Blue Bottle Coffee Inc., Shake Shack*
	100.0	%	81.3	%	76.75		$	153,400	2,546,000	2,307,000	239,000	$	—

PENN 2
-Office	100.0	%	100.0	%	61.54				1,577,000	399,000	1,178,000				Madison Square Garden, EMC
-Retail	100.0	%	100.0	%	375.33				43,000	15,000	28,000				Chase Manhattan Bank
	100.0	%	100.0	%	72.78		30,500		1,620,000	414,000	1,206,000	575,000		(4)

The Farley Building (ground and building leased through 2116)**
-Office	95.0	%	100.0	%	110.40				730,000	730,000	—				Meta Platforms, Inc.
-Retail	95.0	%	24.3	%	396.85				116,000	116,000	—				Duane Reade, Magnolia Bakery, Starbucks, Birch Coffee, H&H Bagels
	95.0	%	89.8	%	120.88		91,700		846,000	846,000	—	—

PENN 11

-Office	100.0	%	100.0	%	71.22				1,114,000	1,114,000	—				Apple Inc., Madison Square Garden, AMC Networks, Inc., Macy's
-Retail	100.0	%	80.1	%	143.75				39,000	39,000	—				PNC Bank National Association, Starbucks
	100.0	%	99.3	%	73.26		78,200		1,153,000	1,153,000	—	500,000

100 West 33rd Street
-Office	100.0	%	91.5	%	71.38				859,000	859,000	—				IPG and affiliates
-Retail	100.0	%	16.8	%	55.54				255,000	255,000	—				Aeropostale, Candytopia
	100.0	%	75.1	%	70.60		57,600		1,114,000	1,114,000	—	480,000

330 West 34th Street
(65.2% ground leased through 2149)**															Structure Tone,
-Office	100.0	%	75.4	%	74.55				702,000	702,000	—				Deutsch, Inc., Web.com, Footlocker, HomeAdvisor, Inc.
-Retail	100.0	%	91.1	%	127.42				22,000	22,000	—				Starbucks
	100.0	%	75.7	%	76.00		40,300		724,000	724,000	—	100,000		(5)

435 Seventh Avenue
-Retail	100.0	%	100.0	%	35.22		1,500		43,000	43,000	—	95,696			Forever 21

7 West 34th Street
-Office	53.0	%	100.0	%	80.16				458,000	458,000	—				Amazon
-Retail	53.0	%	100.0	%	348.19				19,000	19,000	—				Amazon, Lindt, Naturalizer (guaranteed by Caleres)
	53.0	%	100.0	%	91.09		42,500		477,000	477,000	—	300,000

431 Seventh Avenue
-Retail	100.0	%	100.0	%	248.87		600		9,000	9,000	—	—			Essen*

138-142 West 32nd Street
-Retail	100.0	%	100.0	%	126.02		500		8,000	8,000	—	—

150 West 34th Street
-Retail	100.0	%	100.0	%	112.53		8,800		78,000	78,000	—	205,000		(6)	Old Navy

- 40 -


NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)			Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)		Major Tenants
Property										Total Property	In Service	Under Development or Not Available for Lease
NEW YORK (Continued):
PENN District (Continued):
137 West 33rd Street
-Retail	100.0	%	100.0	%	$	101.45		$	300	3,000	3,000	—	$	—

131-135 West 33rd Street
-Retail	100.0	%	100.0	%	60.19			1,400		23,000	23,000	—	—

Other (3 buildings)
-Retail	100.0	%	100.0	%	185.87			2,400		16,000	16,000	—	—

Total PENN District								509,700		8,660,000	7,215,000	1,445,000	2,255,696

Midtown East:
909 Third Avenue
(ground leased through 2063)**															IPG and affiliates, AbbVie Inc., United States Post Office,
-Office	100.0	%	93.1	%	65.40		(7)	58,700		1,350,000	1,350,000	—	350,000		Geller & Company, Morrison Cohen LLP, Sard Verbinnen


150 East 58th Street(8)
-Office	100.0	%	88.0	%	79.65					541,000	541,000	—			Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail	100.0	%	100.0	%	96.27					3,000	3,000	—
	100.0	%	88.1	%	79.74			37,600		544,000	544,000	—	—

715 Lexington Avenue
-Retail	100.0	%	100.0	%	193.32			4,200		22,000	22,000	—	—		Orangetheory Fitness, Casper, Santander Bank, Blu Dot*

966 Third Avenue
-Retail	100.0	%	100.0	%	103.17			700		7,000	7,000	—	—		McDonald's

968 Third Avenue
-Retail	50.0	%	100.0	%	181.59			1,200		7,000	7,000	—	—		Wells Fargo

Total Midtown East								102,400		1,930,000	1,930,000	—	350,000

Midtown West:
888 Seventh Avenue
(ground leased through 2067)**															Axon Capital LP, Lone Star US Acquisitions LLC, Top-New York, Inc.,
-Office	100.0	%	89.1	%	97.17					872,000	872,000	—			Vornado Executive Headquarters, United Talent Agency
-Retail	100.0	%	100.0	%	285.48					15,000	15,000	—			Redeye Grill L.P.
	100.0	%	89.2	%	99.05			77,300		887,000	887,000	—	277,800

57th Street - 2 buildings
-Office	50.0	%	85.4	%	60.91					81,000	81,000	—
-Retail	50.0	%	42.5	%	118.14					22,000	22,000	—
	50.0	%	78.3	%	66.08			5,000		103,000	103,000	—	—

825 Seventh Avenue
-Office	50.0	%	79.6	%	59.02					169,000	169,000	—	59,353		Young Adult Institute Inc., New Alternatives for Children, Inc.*
-Retail	100.0	%	48.6	%	72.57					4,000	4,000	—	—
			78.9	%	59.22			7,900		173,000	173,000	—	59,353

Total Midtown West								90,200		1,163,000	1,163,000	—	337,153

- 41 -


NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)		Major Tenants
Property									Total Property	In Service	Under Development or Not Available for Lease
NEW YORK (Continued):
Park Avenue:
280 Park Avenue														Cohen & Steers Inc., Franklin Templeton Co. LLC,
-Office	50.0	%	98.7	%	$	109.83			1,236,000	1,236,000	—			PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail	50.0	%	93.8	%	62.29				28,000	28,000	—			Starbucks, Fasano Restaurant
	50.0	%	98.6	%	108.83		$	134,900	1,264,000	1,264,000	—	$	1,200,000

350 Park Avenue														Citadel, Marshall Wace North America,
-Office	100.0	%	78.6	%	106.39				567,000	567,000	—			M&T Bank, Square Mile Capital Management
-Retail	100.0	%	91.5	%	266.65				18,000	18,000	—			Fidelity Investments, AT&T Wireless, Valley National Bank
	100.0	%	79.0	%	112.04		50,000		585,000	585,000	—	400,000

Total Park Avenue							184,900		1,849,000	1,849,000	—	1,600,000
Grand Central:
90 Park Avenue														Alston & Bird, Capital One, PwC, MassMutual,
-Office	100.0	%	99.1	%	81.67				938,000	938,000	—			Factset Research Systems Inc., Foley & Lardner
-Retail	100.0	%	72.8	%	168.08				18,000	18,000	—			Citibank, Starbucks
	100.0	%	98.7	%	82.83		75,500		956,000	956,000	—	—


510 Fifth Avenue
-Retail	100.0	%	25.2	%	387.00		5,900		65,000	65,000	—	—		The North Face

Total Grand Central							81,400		1,021,000	1,021,000	—	—

Madison/Fifth:
640 Fifth Avenue														Fidelity Investments, Abbott Capital Management,
-Office	52.0	%	91.6	%	104.45				246,000	246,000	—			Avolon Aerospace, Houlihan Lokey Advisors Parent, Inc.
-Retail	52.0	%	100.0	%	1,030.25				69,000	69,000	—			Victoria's Secret (guaranteed by L Brands, Inc.), Dyson
	52.0	%	92.9	%	255.75		71,100		315,000	315,000	—	500,000

666 Fifth Avenue
-Retail	52.0	%	100.0	%	424.38		44,400		114,000(9)	114,000	—	—		Fast Retailing (Uniqlo), Hollister, Tissot

595 Madison Avenue														LVMH Moet Hennessy Louis Vuitton Inc.,
-Office	100.0	%	80.3	%	79.99				301,000	301,000	—			Albea Beauty Solutions, Aerin LLC
-Retail	100.0	%	100.0	%	734.66				30,000	30,000	—			Fendi, Berluti, Christofle Silver Inc.
	100.0	%	81.5	%	130.87		34,200		331,000	331,000	—	—

650 Madison Avenue														Sotheby's International Realty, Inc., BC Partners Inc.,
-Office	20.1	%	85.8	%	114.62				564,000	564,000	—			Polo Ralph Lauren, Willett Advisors LLC (Bloomberg Philanthropies)
-Retail	20.1	%	94.7	%	1,042.82				37,000	37,000	—			Moncler USA Inc., Tod's, Celine, Balmain
	20.1	%	86.1	%	155.51		76,900		601,000	601,000	—	800,000

689 Fifth Avenue
-Office	52.0	%	100.0	%	87.19				81,000	81,000	—			Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail	52.0	%	62.0	%	1,190.80				17,000	17,000	—			MAC Cosmetics, Canada Goose
	52.0	%	93.9	%	205.27		18,500		98,000	98,000	—	—

655 Fifth Avenue
-Retail	50.0	%	100.0	%	285.76		16,900		57,000	57,000	—	—		Ferragamo

697-703 Fifth Avenue
-Retail	44.8	%	100.0	%	2,063.19		36,700		26,000	26,000	—	421,000		Swatch Group USA, Harry Winston

Total Madison/Fifth							298,700		1,542,000	1,542,000	—	1,721,000

- 42 -


NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)		Major Tenants
Property									Total Property	In Service	Under Development or Not Available for Lease
NEW YORK (Continued):
Midtown South:
770 Broadway
-Office	100.0	%	100.0	%	$	107.51			1,077,000	1,077,000	—			Meta Platforms, Inc., Yahoo Inc.
-Retail	100.0	%	92.0	%	91.81				106,000	106,000	—			Bank of America N.A., Wegmans Food Markets
	100.0	%	99.3	%	106.30		$	122,900	1,183,000	1,183,000	—	$	700,000

One Park Avenue
														New York University, BMG Rights Management LLC,
-Office	100.0	%	95.4	%	66.76				867,000	867,000	—			Robert A.M. Stern Architect
-Retail	100.0	%	90.1	%	82.19				78,000	78,000	—			Bank of Baroda, Citibank, Equinox
	100.0	%	95.0	%	67.95		59,700		945,000	945,000	—	525,000






4 Union Square South
-Retail	100.0	%	100.0	%	125.63		25,600		204,000	204,000	—	120,000		Burlington, Whole Foods Market, DSW, Sephora

692 Broadway
-Retail	100.0	%	64.4	%	68.52		1,600		36,000	36,000	—	—		Equinox

Total Midtown South							209,800		2,368,000	2,368,000	—	1,345,000

Rockefeller Center:
1290 Avenue of the Americas														Equitable Financial Life Insurance Company, Hachette Book Group Inc.,
														Bryan Cave LLP, Neuberger Berman Group LLC, SSB Realty LLC,
														Cushman & Wakefield, Columbia University, LinkLaters, Venable LLP,
-Office	70.0	%	100.0	%	92.35				2,043,000	2,043,000	—			Fubotv Inc
-Retail	70.0	%	71.4	%	314.81				77,000	77,000	—			Duane Reade, JPMorgan Chase Bank, Sovereign Bank, Starbucks
	70.0	%	99.2	%	96.74		198,100		2,120,000	2,120,000	—	950,000

SoHo:
606 Broadway (19 East Houston Street)
-Office	50.0	%	100.0	%	128.90				30,000	30,000	—			WeWork
-Retail	50.0	%	100.0	%	685.13				6,000	6,000	—			HSBC, Harman International
	50.0	%	100.0	%	202.06		7,000		36,000	36,000	—	74,119

443 Broadway
-Retail	100.0	%	100.0	%	62.16		900		16,000	16,000	—	—		Blick Art Materials

304 Canal Street
-Retail	100.0	%	100.0	%	53.87				4,000	4,000	—			Stellar Works
-Residential (4 units)	100.0	%	0.0	%					9,000	9,000	—
	100.0	%					200		13,000	13,000	—	—

334 Canal Street
-Retail	100.0	%	0.0	%	—				4,000	4,000	—
-Residential (4 units)	100.0	%	0.0	%					10,000	10,000	—
	100.0	%							14,000	14,000	—	—

148 Spring Street
-Retail	100.0	%	42.4	%	353.62		1,000		8,000	8,000	—	—		Dr. Martens

- 43 -


NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)		Major Tenants
Property									Total Property	In Service	Under Development or Not Available for Lease
NEW YORK (Continued):
SoHo (Continued):


150 Spring Street
-Retail	100.0	%	74.2	%	$	108.13			6,000	6,000	—
-Residential (1 unit)	100.0	%	100.0	%					1,000	1,000	—
	100.0	%					$	400	7,000	7,000	—	—

Total SoHo							9,500		94,000	94,000	—	$	74,119

Times Square:
1540 Broadway														Forever 21, Disney, Sunglass Hut,
-Retail	52.0	%	79.9	%	169.92		21,500		161,000	161,000	—	—		MAC Cosmetics, U.S. Polo

1535 Broadway
-Retail	52.0	%	100.0	%	1,175.03				45,000	45,000	—			T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre	52.0	%	100.0	%	15.18				62,000	62,000	—			Nederlander-Marquis Theatre
	52.0	%	100.0	%	450.93		44,700		107,000	107,000	—	—

Total Times Square							66,200		268,000	268,000	—	—

Upper East Side:
1131 Third Avenue
-Retail	100.0	%	100.0	%	200.55		4,600		23,000	23,000	—	—		Nike, Crunch LLC, J.Jill

759-771 Madison Avenue (40 East 66th Street)
-Residential (4 units)	100.0	%	100.0	%					10,000	10,000
									10,000	10,000	—	—

Total Upper East Side							4,600		33,000	33,000	—	—





Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office	100.0	%	95.5	%	48.70		9,700		209,000	209,000	—	—		The City of New York

85 Tenth Avenue														Google, Telehouse International Corp.,
-Office	49.9	%	90.5	%	95.33				595,000	595,000	—			L-3 Communications, Clear Secure, Inc.*
-Retail	49.9	%	75.7	%	71.13				43,000	43,000	—			La Brasseria
	49.9	%	89.6	%	94.07		53,300		638,000	638,000	—	625,000

537 West 26th Street
-Retail	100.0	%	100.0	%	161.89		2,800		17,000	17,000	—	—		The Chelsea Factory Inc.

61 Ninth Avenue (2 buildings)
(ground leased through 2115)**
-Office	45.1	%	100.0	%	132.71				171,000	171,000	—			Aetna Life Insurance Company, Apple Inc.
-Retail	45.1	%	100.0	%	361.17				23,000	23,000	—			Starbucks
	45.1	%	100.0	%	147.73		30,800		194,000	194,000	—	167,500

512 West 22nd Street														Warner Media, Next Jump, Pura Vida Investments,
-Office	55.0	%	81.8	%	120.01				165,000	165,000	—			Capricorn Investment Group
-Retail	55.0	%	100.0	%	101.62				8,000	8,000	—			Galeria Nara Roesler, Harper's Books
	55.0	%	82.6	%	118.98		17,000		173,000	173,000	—	137,124

Total Chelsea/Meatpacking District							113,600		1,231,000	1,231,000	—	929,624

- 44 -


NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)		Major Tenants
Property									Total Property	In Service	Under Development or Not Available for Lease
NEW YORK (Continued):
Upper West Side:
50-70 West 93rd Street
-Residential (324 units)	49.9	%	97.4	%	$	—			283,000	283,000	—	$	83,500

Tribeca:
Independence Plaza
-Residential (1,327 units)	50.1	%	96.2	%					1,186,000	1,186,000	—
-Retail	50.1	%	55.0	%	71.00				72,000	72,000	—			Duane Reade
	50.1	%					$	2,700	1,258,000	1,258,000	—	675,000

339 Greenwich Street
-Retail	100.0	%	100.0	%	74.17		300		8,000	8,000	—	—		Sarabeth's

Total Tribeca							3,000		1,266,000	1,266,000	—	675,000
New Jersey:
Paramus
-Office	100.0	%	84.6	%	24.97		2,600		129,000	129,000	—	—		Vornado's Administrative Headquarters






Properties to be Developed:
Hotel Pennsylvania site
-Land	100.0	%	—		—		—		—	—	—	—

57th Street
-Land	50.0	%	—		—		—		—	—	—	—

Eighth Avenue and 34th Street
-Land	100.0	%	—		—		—		—	—	—	—

New York Office:

Total			92.3	%	$	86.57	$	1,438,500	19,902,000	18,724,000	1,178,000	$	8,496,489

Vornado's Ownership Interest			91.9	%	$	83.98	$	1,184,600	17,206,000	16,028,000	1,178,000	$	6,029,798

New York Retail:

Total			76.5	%	$	259.52	$	436,400	2,556,000	2,289,000	267,000	$	1,066,103

Vornado's Ownership Interest			74.4	%	$	215.72	$	289,500	2,118,000	1,851,000	267,000	$	796,592

New York Residential:

Total			96.8	%					1,499,000	1,499,000	—	$	758,500

Vornado's Ownership Interest			96.7	%					766,000	766,000	—	$	379,841

- 45 -


NEW YORK SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)		Major Tenants
Property									Total Property	In Service	Under Development or Not Available for Lease
NEW YORK (Continued):
ALEXANDER'S, INC.:
New York:
731 Lexington Avenue, Manhattan
-Office	32.4	%	100.0	%	$	132.11			939,000	939,000	—	$	500,000	Bloomberg L.P.
-Retail	32.4	%	90.3	%	250.68				140,000	140,000	—	300,000		The Home Depot, Hutong, Capital One
	32.4	%	98.9	%	144.43		$	152,000	1,079,000	1,079,000	—	800,000


Rego Park I, Queens (4.8 acres)	32.4	%	100.0	%	50.12		13,100		338,000	260,000	78,000	—		Burlington, Bed Bath & Beyond, Marshalls, IKEA

Rego Park II (adjacent to Rego Park I),
Queens (6.6 acres)	32.4	%	87.3	%	64.78		26,800		615,000	480,000	135,000	202,544		Costco, Kohl's, TJ Maxx

Flushing, Queens (1.0 acre ground leased through 2037)**	32.4	%	100.0	%	32.08		5,400		167,000	167,000	—	—		New World Mall LLC

The Alexander Apartment Tower,
Rego Park, Queens, NY
Residential (312 units)	32.4	%	98.7	%					255,000	255,000	—	94,000

Property to be Developed:
Rego Park III (adjacent to Rego Park II),
Queens, NY (3.2 acres)	32.4	%	—				—		—	—	—	—

Total Alexander's	32.4	%	96.4	%	104.09		197,300		2,454,000	2,241,000	213,000	1,096,544


Total New York			91.2	%	$	101.85	$	2,072,000	26,411,000	24,753,000	1,658,000	$	11,417,636

Vornado's Ownership Interest			90.4	%	$	95.14	$	1,579,000	20,885,000	19,371,000	1,514,000	$	7,561,511

________________________________

* Lease not yet commenced.

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

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

(2)Includes rent from storage and other non-selling space and excludes rent from residential units.

(3)Represents contractual debt obligations.

(4)Secured amount outstanding on revolving credit facilities.

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

(6)Includes our $105,000 participation in the 150 West 34th Street mortgage loan. On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid.

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

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

(9)75,000 square feet is leased from 666 Fifth Avenue Office Condominium.

- 46 -


OTHER SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet			Encumbrances (non-GAAP) (in thousands)(3)		Major Tenants
Property									Total Property	In Service	Under Development or Not Available for Lease
theMART:
theMART, Chicago														Motorola Mobility (guaranteed by Google),
														CCC Information Services,
														1871, ANGI Home Services, Inc, Yelp Inc., Paypal, Inc.,
														Allscripts Healthcare, Kellogg Company,
														Chicago School of Professional Psychology, ConAgra Foods Inc.,
														Innovation Development Institute, Inc., Avant LLC*,
-Office	100.0	%	87.7	%	$	47.67			2,098,000	2,042,000	56,000			Allstate Insurance Company, Medline Industries, Inc
														Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
-Showroom/Trade show	100.0	%	74.1	%	59.56				1,481,000	1,481,000	—			Allsteel Inc.
-Retail	100.0	%	67.7	%	48.67				93,000	93,000	—
	100.0	%	81.6	%	52.07		$	153,500	3,672,000	3,616,000	56,000	$	—

Other (2 properties)	50.0	%	93.9	%	49.60		900		19,000	19,000	—	27,620
Total theMART, Chicago							154,400		3,691,000	3,635,000	56,000	27,620


Piers 92 and 94 (New York) (ground and building leased through 2110)**	100.0	%	—		—		—		208,000	—	208,000	—

Property to be Developed:
527 West Kinzie, Chicago	100.0	%	—		—		—		—	—	—	—


Total theMART			81.7	%	$	52.06	$	154,400	3,899,000	3,635,000	264,000	$	27,620

Vornado's Ownership Interest			81.6	%	$	52.07	$	154,000	3,890,000	3,626,000	264,000	$	13,810

555 California Street:
555 California Street	70.0	%	99.0	%	$	93.84	137,300		1,506,000	1,506,000	—	$	1,200,000	Bank of America, N.A., Dodge & Cox, Goldman Sachs & Co.,
														Jones Day, Kirkland & Ellis LLP, Morgan Stanley & Co. Inc.,
														McKinsey & Company Inc., UBS Financial Services,
														KKR Financial, Microsoft Corporation,
														Fenwick & West LLP, Sidley Austin

315 Montgomery Street	70.0	%	99.7	%	86.22		19,900		235,000	235,000	—	—		Bank of America, N.A., Regus, Ripple Labs Inc., Blue Shield, Lending Home Corporation

345 Montgomery Street	70.0	%	0.0	%	—		—		78,000	78,000	—	—

Total 555 California Street			94.7	%	$	92.81	$	157,200	1,819,000	1,819,000	—	$	1,200,000

Vornado's Ownership Interest			94.7	%	$	92.81	$	110,000	1,273,000	1,273,000	—	$	840,000

________________________________

* Lease not yet commenced.

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

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

(2)Includes rent from storage and other non-selling space and excludes rent from residential units.

(3)Represents the contractual debt obligations.

- 47 -


OTHER SEGMENT
PROPERTY TABLE
(Annualized escalated rent amounts in thousands)	% Ownership		% Occupancy		Weighted Average Escalated Annual Rent PSF(1)		Annualized Escalated Rent(2)		Square Feet				Encumbrances (non-GAAP) (in thousands)(4)		Major Tenants
Property									Total Property	In Service		Under Development or Not Available for Lease
										Owned by Company	Owned by Tenant(3)
OTHER:
Virginia:
Rosslyn Plaza
-Office - 4 buildings	46.2	%	62.8	%	$	52.88			736,000	432,000	—	304,000			Corporate Executive Board, Nathan Associates, Inc.
-Residential - 2 buildings (197 units)	43.7	%	92.4	%					253,000	253,000	—	—
	45.6	%					$	13,800	989,000	685,000	—	304,000	$	36,372

Fashion Centre Mall / Washington Tower
-Office	7.5	%	75.0	%	54.74				170,000	170,000	—	—	42,300		The Rand Corporation
-Retail	7.5	%	95.3	%	39.65				868,000	868,000	—	—	412,700		Macy's, Nordstrom
	7.5	%	92.0	%	42.12		52,700		1,038,000	1,038,000	—	—	455,000

New Jersey:
Wayne Town Center, Wayne (ground leased through 2064)**	100.0	%	100.0	%	31.49		15,300		690,000	238,000	443,000	9,000	—		JCPenney, Costco, Dick's Sporting Goods,
															Nordstrom Rack, UFC FIT

Atlantic City (11.3 acres ground leased through 2070 to VICI Properties for a portion of the Borgata Hotel and Casino complex)	100.0	%	100.0	%	—		—		—	—	—	—	—		VICI Properties (ground lessee)

Maryland:
Annapolis (ground and building leased through 2042)**	100.0	%	100.0	%	8.99		1,200		128,000	128,000	—	—	—		The Home Depot

Total Other			89.3	%	$	37.70	$	83,000	2,845,000	2,089,000	443,000	313,000	$	491,372

Vornado's Ownership Interest			92.6	%	$	32.02	$	26,900	1,346,000	754,000	443,000	149,000	$	52,461

________________________________

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

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

(2)Includes rent from storage and other non-selling space and excludes rent from residential units.

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

(4)Represents the contractual debt obligations.

- 48 -

INVESTOR INFORMATION

Corporate Officers:

Steven Roth

Chairman of the Board and Chief Executive Officer

Michael J. Franco

President and Chief Financial Officer

Glen J. Weiss

Executive Vice President - Office Leasing - Co-Head of Real Estate

Barry S. Langer

Executive Vice President - Development - Co-Head of Real Estate

Haim Chera

Executive Vice President - Head of Retail

Thomas J. Sanelli

Executive Vice President - Finance and Chief Administrative Officer

RESEARCH COVERAGE

Camille Bonnel

Caitlin Burrows/Julien Blouin

Ronald Kamdem

Bank of America/BofA Securities

Goldman Sachs

Morgan Stanley

416-369-2140

212-902-4736/212-357-7297

212-296-8319

John P. Kim

Dylan Burzinski

Alexander Goldfarb/Connor Mitchell

BMO Capital Markets

Green Street Advisors

Piper Sandler

212-885-4115

949-640-8780

212-466-7937/203-861-7615

Michael Griffin

Anthony Paolone/Ray Zhong

Nicholas Yulico

Citi

JP Morgan

Scotia Capital (USA) Inc

212-816-5871

212-622-6682/212-622-5411

212-225-6904

Derek Johnston

Mark Streeter/Ian Snyder

Michael Lewis/Joab Dempsey

Deutsche Bank

JP Morgan Fixed Income

Truist Securities

212-250-5683

212-834-5086/212-834-3798

212-319-5659/443-545-4245

Steve Sakwa

Vikram Malhotra

Evercore ISI

Mizuho Securities (USA) Inc.

212-446-9462

212-282-3827

Research Coverage - is provided as a service to interested parties and not as an endorsement of any report, or representation as to the accuracy of any information contained therein. Opinions, forecasts and other forward-looking statements expressed in analysts' reports are subject to change without notice.

- 49 -

APPENDIX

DEFINITIONS AND NON-GAAP RECONCILIATIONS


FINANCIAL SUPPLEMENT DEFINITIONS

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

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

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

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

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

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

- i -


NON-GAAP RECONCILIATIONS RECONCILIATION OF NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
Net (loss) income attributable to common shareholders	$	(493,280)	$	11,269	$	7,769	$	(408,615)	$	101,086
Per diluted share	$	(2.57)	$	0.06	$	0.04	$	(2.13)	$	0.53

Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Non-cash real estate impairment losses on wholly owned and partially owned assets	595,488		—		—		595,488		7,880
Net gains on disposition of wholly owned and partially owned assets	(47,769)		(11,620)		—		(62,685)		(15,315)
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities	(29,773)		(13,584)		—		(35,858)		(44,607)
Hotel Pennsylvania loss (primarily accelerated building depreciation expense)	26,614		8,998		26,613		71,087		29,472
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)	3,482		9,180		3,776		13,665		10,868
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV	—		—		—		(13,613)		—
Other	3,449		19,569		1,477		7,289		(2,436)
	551,491		12,543		31,866		575,373		(14,138)
Noncontrolling interests' share of above adjustments	(38,257)		(835)		(2,206)		(40,290)		1,205
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders	$	513,234	$	11,708	$	29,660	$	535,083	$	(12,933)


Net income attributable to common shareholders, as adjusted (non-GAAP)	$	19,954	$	22,977	$	37,429	$	126,468	$	88,153
Per diluted share (non-GAAP)	$	0.10	$	0.12	$	0.19	$	0.66	$	0.46

- ii -


NON-GAAP RECONCILIATIONS RECONCILIATION OF NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
Reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net (loss) income attributable to common shareholders	$	(493,280)	$	11,269	$	7,769	$	(408,615)	$	101,086
Per diluted share	$	(2.57)	$	0.06	$	0.04	$	(2.13)	$	0.53

FFO adjustments:
Depreciation and amortization of real property	$	121,900	$	117,497	$	122,438	$	456,920	$	373,792
Real estate impairment losses	19,098		—		—		19,098		7,880
Net gain on sale of real estate	(30,397)		—		—		(58,751)		—
Proportionate share of adjustments to equity in net (loss) income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property	32,243		34,418		32,584		130,647		139,247
Net (gain) loss on sale of real estate	—		(12,623)		6		(169)		(15,675)
Increase in fair value of marketable securities	—		(37)		—		—		(1,155)
Real estate impairment losses	576,390		—		—		576,390		—
	719,234		139,255		155,028		1,124,135		504,089
Noncontrolling interests' share of above adjustments	(49,894)		(9,517)		(10,731)		(77,912)		(34,144)
FFO adjustments, net	$	669,340	$	129,738	$	144,297	$	1,046,223	$	469,945


FFO attributable to common shareholders (non-GAAP)	$	176,060	$	141,007	$	152,066	$	637,608	$	571,031
Impact of assumed conversion of dilutive convertible securities	405		10		395		1,320		43
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	176,465		141,017		152,461		638,928		571,074
Add back of FFO allocated to noncontrolling interests of the Operating Partnership	13,107		10,054		11,308		47,421		40,188
FFO attributable to Class A unitholders (non-GAAP)	$	189,572	$	151,071	$	163,769	$	686,349	$	611,262
FFO per diluted share (non-GAAP)	$	0.91	$	0.73	$	0.79	$	3.30	$	2.97

- iii -


NON-GAAP RECONCILIATIONS RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	176,465	$	141,017	$	152,461	$	638,928	$	571,074
Per diluted share (non-GAAP)	$	0.91	$	0.73	$	0.79	$	3.30	$	2.97

Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities	$	(29,773)	$	(13,584)	$	—	$	(35,858)	$	(44,607)
Net gains on disposition of wholly owned and partially owned assets	(17,372)		—		—		(17,372)		(643)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)	3,482		9,180		3,776		13,665		10,868
Other	3,449		20,595		1,477		7,289		12,026
	(40,214)		16,191		5,253		(32,276)		(22,356)
Noncontrolling interests' share of above adjustments	2,790		(1,078)		(364)		2,240		1,145
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(37,424)	$	15,113	$	4,889	$	(30,036)	$	(21,211)
Per diluted share (non-GAAP)	$	(0.19)	$	0.08	$	0.02	$	(0.15)	$	(0.11)

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	139,041	$	156,130	$	157,350	$	608,892	$	549,863
Per diluted share (non-GAAP)	$	0.72	$	0.81	$	0.81	$	3.15	$	2.86

- iv -


NON-GAAP RECONCILIATIONS RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FAD (unaudited)
(Amounts in thousands)
		For the Three Months Ended									For the Year Ended December 31,
		December 31,						September 30, 2022
		2022			2021						2022			2021
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	(A)	$	176,465		$	141,017		$	152,461		$	638,928		$	571,074

Adjustments to arrive at FAD (non-GAAP):
Certain items that impact FAD		(40,214)			13,614			5,253			(33,084)			(33,934)
Recurring tenant improvements, leasing commissions and other capital expenditures		(42,282)			(55,870)			(42,314)			(164,179)			(191,518)
Stock-based compensation expense		6,362			5,440			3,886			29,249			38,329
Amortization of debt issuance costs		7,358			7,539			5,546			25,117			27,161
Personal property depreciation		1,381			1,221			1,963			5,755			13,500
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other		(2,156)			(252)			(1,419)			(10,980)			1,318
Noncontrolling interests in the Operating Partnership's share of above adjustments		4,657			1,560			1,812			10,032			8,991
FAD adjustments, net	(B)	(64,894)			(26,748)			(25,273)			(138,090)			(136,153)

FAD (non-GAAP)	(A+B)	$	111,571		$	114,269		$	127,188		$	500,838		$	434,921

FAD payout ratio (1)		93.0		%	89.8		%	80.3		%	81.9		%	93.8		%

________________________________

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

- v -

NON-GAAP RECONCILIATIONS

RECONCILIATION OF NET (LOSS) INCOME TO NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS (unaudited)

(Amounts in thousands)


	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
Net (loss) income	$	(525,002)	$	31,963	$	20,112	$	(382,612)	$	207,553
Depreciation and amortization expense	133,871		126,349		134,526		504,502		412,347
General and administrative expense	31,439		34,204		29,174		133,731		134,545
Impairment losses, transaction related costs and other	26,761		3,185		996		31,722		13,815
Loss (income) from partially owned entities	545,126		(43,749)		(24,341)		461,351		(130,517)
Loss (income) from real estate fund investments	1,880		(5,959)		111		(3,541)		(11,066)
Interest and other investment income, net	(10,587)		(918)		(5,228)		(19,869)		(4,612)
Interest and debt expense	88,242		78,192		76,774		279,765		231,096
Net gains on disposition of wholly owned and partially owned assets	(65,241)		(14,959)		—		(100,625)		(50,770)
Income tax expense (benefit)	6,974		10,055		3,711		21,660		(10,496)
NOI from partially owned entities	77,221		79,223		76,020		305,993		310,858
NOI attributable to noncontrolling interests in consolidated subsidiaries	(18,929)		(19,164)		(14,766)		(70,029)		(69,385)
NOI at share	291,755		278,422		297,089		1,162,048		1,033,368
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(2,156)		(252)		(1,419)		(10,980)		1,318
NOI at share - cash basis	$	289,599	$	278,170	$	295,670	$	1,151,068	$	1,034,686

- vi -

NON-GAAP RECONCILIATIONS

COMPONENTS OF NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS (unaudited)

(Amounts in thousands)


	For the Three Months Ended December 31,
	Total Revenues				Operating Expenses				NOI				Non-cash Adjustments(1)				NOI - cash basis
	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
New York	$	366,699	$	335,841	$	(179,910)	$	(158,092)	$	186,789	$	177,749	$	3,047	$	(3,322)	$	189,836	$	174,427
Other	80,241		85,239		(33,567)		(44,625)		46,674		40,614		2,913		439		49,587		41,053
Consolidated total	446,940		421,080		(213,477)		(202,717)		233,463		218,363		5,960		(2,883)		239,423		215,480
Noncontrolling interests' share in consolidated subsidiaries	(58,108)		(37,956)		39,179		18,792		(18,929)		(19,164)		(6,517)		2,816		(25,446)		(16,348)
Our share of partially owned entities	125,031		122,936		(47,810)		(43,713)		77,221		79,223		(1,599)		(185)		75,622		79,038
Vornado's share	$	513,863	$	506,060	$	(222,108)	$	(227,638)	$	291,755	$	278,422	$	(2,156)	$	(252)	$	289,599	$	278,170


	For the Three Months Ended September 30, 2022
	Total Revenues		Operating Expenses		NOI		Non-cash Adjustments(1)		NOI - cash basis
New York	$	360,033	$	(182,131)	$	177,902	$	(5,001)	$	172,901
Other	97,398		(39,465)		57,933		2,160		60,093
Consolidated total	457,431		(221,596)		235,835		(2,841)		232,994
Noncontrolling interests' share in consolidated subsidiaries	(55,024)		40,258		(14,766)		2,481		(12,285)
Our share of partially owned entities	122,357		(46,337)		76,020		(1,059)		74,961
Vornado's share	$	524,764	$	(227,675)	$	297,089	$	(1,419)	$	295,670


	For the Year Ended December 31,
	Total Revenues				Operating Expenses				NOI				Non-cash Adjustments(1)				NOI - cash basis
	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
New York	$	1,449,442	$	1,257,599	$	(716,148)	$	(626,386)	$	733,294	$	631,213	$	(30,516)	$	8,813	$	702,778	$	640,026
Other	350,553		331,611		(157,763)		(170,929)		192,790		160,682		7,491		(65)		200,281		160,617
Consolidated total	1,799,995		1,589,210		(873,911)		(797,315)		926,084		791,895		(23,025)		8,748		903,059		800,643
Noncontrolling interests' share in consolidated subsidiaries	(221,676)		(126,531)		151,647		57,146		(70,029)		(69,385)		18,278		2,387		(51,751)		(66,998)
Our share of partially owned entities	489,826		486,859		(183,833)		(176,001)		305,993		310,858		(6,233)		(9,817)		299,760		301,041
Vornado's share	$	2,068,145	$	1,949,538	$	(906,097)	$	(916,170)	$	1,162,048	$	1,033,368	$	(10,980)	$	1,318	$	1,151,068	$	1,034,686

________________________________

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

- vii -


NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands)


	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended December 31, 2022	$	291,755		$	248,595		$	21,276		$	16,641		$	5,243
Less NOI at share from:
Dispositions	(1,424)			(1,424)			—			—			—
Development properties	(4,335)			(4,335)			—			—			—
Other non-same store income, net	(8,791)			(3,346)			(202)			—			(5,243)
Same store NOI at share for the three months ended December 31, 2022	$	277,205		$	239,490		$	21,074		$	16,641		$	—

NOI at share for the three months ended December 31, 2021	$	278,422		$	241,939		$	15,959		$	16,596		$	3,928
Less NOI at share from:
Dispositions	(3,720)			(3,720)			—			—			—
Development properties	(7,248)			(7,248)			—			—			—
Other non-same store income, net	(6,782)			(2,854)			—			—			(3,928)
Same store NOI at share for the three months ended December 31, 2021	$	260,672		$	228,117		$	15,959		$	16,596		$	—

Increase in same store NOI at share	$	16,533		$	11,373		$	5,115		$	45		$	—

% increase in same store NOI at share	6.3		%	5.0		%	32.1		%	0.3		%	0.0		%

- viii -


NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands)


	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2022	$	289,599		$	243,712		$	23,163		$	17,672		$	5,052
Less NOI at share - cash basis from:
Dispositions	(1,112)			(1,112)			—			—			—
Development properties	(3,461)			(3,461)			—			—			—
Other non-same store income, net	(8,734)			(3,480)			(202)			—			(5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022	$	276,292		$	235,659		$	22,961		$	17,672		$	—

NOI at share - cash basis for the three months ended December 31, 2021	$	278,170		$	240,400		$	18,413		$	15,128		$	4,229
Less NOI at share - cash basis from:
Dispositions	(3,813)			(3,813)			—			—			—
Development properties	(7,187)			(7,187)			—			—			—
Other non-same store income, net	(11,043)			(6,814)			—			—			(4,229)
Same store NOI at share - cash basis for the three months ended December 31, 2021	$	256,127		$	222,586		$	18,413		$	15,128		$	—

Increase in same store NOI at share - cash basis	$	20,165		$	13,073		$	4,548		$	2,544		$	—

% increase in same store NOI at share - cash basis	7.9		%	5.9		%	24.7		%	16.8		%	0.0		%

- ix -


NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE YEAR ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands)


	Total			New York			theMART			555 California Street			Other
NOI at share for the year ended December 31, 2022	$	1,162,048		$	981,508		$	96,906		$	65,692		$	17,942
Less NOI at share from:
Change in ownership interest in One Park Avenue	(13,370)			(13,370)			—			—			—
Dispositions	(9,494)			(9,494)			—			—			—
Development properties	(69,779)			(69,779)			—			—			—
Other non-same store income, net	(26,701)			(8,557)			(202)			—			(17,942)
Same store NOI at share for the year ended December 31, 2022	$	1,042,704		$	880,308		$	96,704		$	65,692		$	—

NOI at share for the year ended December 31, 2021	$	1,033,368		$	892,954		$	58,909		$	64,826		$	16,679
Less NOI at share from:
Dispositions	(13,512)			(13,512)			—			—			—
Development properties	(31,291)			(30,443)			—			(848)			—
Hotel Pennsylvania (permanently closed on April 5, 2021)	12,677			12,677			—			—			—
Other non-same store income, net	(27,774)			(11,095)			—			—			(16,679)
Same store NOI at share for the year ended December 31, 2021	$	973,468		$	850,581		$	58,909		$	63,978		$	—

Increase in same store NOI at share	$	69,236		$	29,727		$	37,795		$	1,714		$	—

% increase in same store NOI at share	7.1		%	3.5		%	64.2		%	2.7		%	0.0		%

- x -


NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE YEAR ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021 (unaudited)
(Amounts in thousands)


	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the year ended December 31, 2022	$	1,151,068		$	962,999		$	101,912		$	67,813		$	18,344
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue	(10,111)			(10,111)			—			—			—
Dispositions	(8,719)			(8,719)			—			—			—
Development properties	(47,846)			(47,846)			—			—			—
Other non-same store income, net	(28,211)			(9,665)			(202)			—			(18,344)
Same store NOI at share - cash basis for the year ended December 31, 2022	$	1,056,181		$	886,658		$	101,710		$	67,813		$	—

NOI at share - cash basis for the year ended December 31, 2021	$	1,034,686		$	891,766		$	64,389		$	60,680		$	17,851
Less NOI at share - cash basis from:
Dispositions	(13,469)			(13,469)			—			—			—
Development properties	(32,453)			(31,605)			—			(848)			—
Hotel Pennsylvania (permanently closed on April 5, 2021)	12,723			12,723			—			—			—
Other non-same store income, net	(32,789)			(14,938)			—			—			(17,851)
Same store NOI at share - cash basis for the year ended December 31, 2021	$	968,698		$	844,477		$	64,389		$	59,832		$	—

Increase in same store NOI at share - cash basis	$	87,483		$	42,181		$	37,321		$	7,981		$	—

% increase in same store NOI at share - cash basis	9.0		%	5.0		%	58.0		%	13.3		%	0.0		%

- xi -


NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands)


	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended December 31, 2022	$	291,755		$	248,595		$	21,276		$	16,641		$	5,243
Less NOI at share from:
Dispositions	(1,424)			(1,424)			—			—			—
Development properties	(18,351)			(18,351)			—			—			—
Other non-same store income, net	(6,796)			(1,351)			(202)			—			(5,243)
Same store NOI at share for the three months ended December 31, 2022	$	265,184		$	227,469		$	21,074		$	16,641		$	—

NOI at share for the three months ended September 30, 2022	$	297,089		$	241,154		$	35,769		$	16,092		$	4,074
Less NOI at share from:
Dispositions	(1,696)			(1,696)			—			—			—
Development properties	(22,914)			(22,914)			—			—			—
Other non-same store income, net	(5,250)			(1,176)			—			—			(4,074)
Same store NOI at share for the three months ended September 30, 2022	$	267,229		$	215,368		$	35,769		$	16,092		$	—

(Decrease) increase in same store NOI at share	$	(2,045)		$	12,101		$	(14,695)		$	549		$	—

% (decrease) increase in same store NOI at share	(0.8)		%	5.6		%	(41.1)		%	3.4		%	0.0		%

- xii -


NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED DECEMBER 31, 2022 COMPARED TO SEPTEMBER 30, 2022 (unaudited)
(Amounts in thousands)


	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended December 31, 2022	$	289,599		$	243,712		$	23,163		$	17,672		$	5,052
Less NOI at share - cash basis from:
Dispositions	(1,112)			(1,112)			—			—			—
Development properties	(11,325)			(11,325)			—			—			—
Other non-same store income, net	(6,774)			(1,520)			(202)			—			(5,052)
Same store NOI at share - cash basis for the three months ended December 31, 2022	$	270,388		$	229,755		$	22,961		$	17,672		$	—

NOI at share - cash basis for the three months ended September 30, 2022	$	295,670		$	237,692		$	36,772		$	16,926		$	4,280
Less NOI at share - cash basis from:
Dispositions	(1,379)			(1,379)			—			—			—
Development properties	(15,796)			(15,796)			—			—			—
Other non-same store income, net	(5,665)			(1,385)			—			—			(4,280)
Same store NOI at share - cash basis for the three months ended September 30, 2022	$	272,830		$	219,132		$	36,772		$	16,926		$	—

(Decrease) increase in same store NOI at share - cash basis	$	(2,442)		$	10,623		$	(13,811)		$	746		$	—

% (decrease) increase in same store NOI at share - cash basis	(0.9)		%	4.8		%	(37.6)		%	4.4		%	0.0		%

- xiii -


NON-GAAP RECONCILIATIONS
RECONCILIATION OF CONSOLIDATED DEBT, NET TO CONSOLIDATED CONTRACTUAL DEBT (unaudited)
(Amounts in thousands)

	As of December 31, 2022
	Consolidated Debt, Net		Deferred Financing Costs, Net and Other		Consolidated Contractual Debt
Mortgages payable	$	5,829,018	$	48,597	$	5,877,615
Senior unsecured notes	1,191,832		8,168		1,200,000
$800 Million unsecured term loan	793,193		6,807		800,000
$2.5 Billion unsecured revolving credit facilities	575,000		—		575,000
	$	8,389,043	$	63,572	$	8,452,615

- xiv -

NON-GAAP RECONCILIATIONS

RECONCILIATION OF NET (LOSS) INCOME TO EBITDAre (unaudited)

(Amounts in thousands)


	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
Reconciliation of net (loss) income to EBITDAre (non-GAAP):
Net (loss) income	$	(525,002)	$	31,963	$	20,112	$	(382,612)	$	207,553
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries	10,493		(3,691)		3,792		5,737		(24,014)
Net (loss) income attributable to the Operating Partnership	(514,509)		28,272		23,904		(376,875)		183,539
EBITDAre adjustments at share:
Depreciation and amortization expense	155,524		153,136		156,985		593,322		526,539
Interest and debt expense	111,848		88,647		98,358		362,321		297,116
Income tax expense (benefit)	7,913		10,744		4,151		23,404		(9,813)
Real estate impairment losses	595,488		—		—		595,488		7,880

Net gain on sale of real estate	(30,397)		(12,623)		6		(58,920)		(15,675)
EBITDAre at share	325,867		268,176		283,404		1,138,740		989,586
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	18,137		23,266		14,449		71,786		75,987
EBITDAre (non-GAAP)	$	344,004	$	291,442	$	297,853	$	1,210,526	$	1,065,573

- xv -


NON-GAAP RECONCILIATIONS RECONCILIATION OF EBITDAre TO EBITDAre, AS ADJUSTED (unaudited)
(Amounts in thousands)
	For the Three Months Ended						For the Year Ended December 31,
	December 31,				September 30, 2022
	2022		2021				2022		2021
EBITDAre (non-GAAP)	$	344,004	$	291,442	$	297,853	$	1,210,526	$	1,065,573

EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	(18,137)		(23,266)		(14,449)		(71,786)		(75,987)

Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium units and ancillary amenities	(34,844)		(14,959)		—		(41,874)		(50,318)
Net gains on disposition of wholly owned and partially owned assets	(17,372)		—		—		(17,372)		(643)
Other	7,620		2,417		1,477		11,070		10,351
Total of certain (income) expense items that impact EBITDAre	(44,596)		(12,542)		1,477		(48,176)		(40,610)

EBITDAre, as adjusted (non-GAAP)	$	281,271	$	255,634	$	284,881	$	1,090,564	$	948,976

- xvi -

Document

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INDEX
		Page
	FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS	3	-	8
	DEBT AND CAPITALIZATION
	Unsecured Notes Covenant Ratios and Credit Ratings	9
	Liquidity and Capitalization	10
	Net Debt to EBITDAre, As Adjusted / Debt Snapshot	11
	Hedging Instruments	12
	Consolidated Debt Maturities	13	-	14
	PROPERTY STATISTICS
	Top 15 Tenants	15
	Lease Expirations	16
	DEVELOPMENT ACTIVITY
	PENN District Active Development/Redevelopment Summary	17
	APPENDIX: NON-GAAP RECONCILIATIONS	i	-	v

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this supplemental package. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; and estimates of future capital expenditures. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. Currently, some of the factors are the increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this supplemental package. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what Vornado Realty Trust and subsidiaries (the "Company") considers the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These include Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre"). Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company's financial condition and results of operations, and, if applicable, the purposes for which management uses the measures, can be found in the Appendix of this supplemental package.

FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Financial Highlights

Quarter Ended December 31, 2022

Net loss attributable to common shareholders for the quarter ended December 31, 2022 was $493,280,000, or $2.57 per diluted share, compared to net income of $11,269,000, or $0.06 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended December 31, 2022 was $19,954,000, or $0.10 per diluted share, and $22,977,000, or $0.12 per diluted share for the prior year’s quarter.

EBITDAre, as adjusted (non-GAAP) for the quarter ended December 31, 2022 was $281,271,000, compared to $255,634,000 for the prior year’s quarter.

Year Ended December 31, 2022

Net loss attributable to common shareholders for the year ended December 31, 2022 was $408,615,000, or $2.13 per diluted share, compared to net income attributable to common shareholders of $101,086,000, or $0.53 per diluted share, for the year ended December 31, 2021. Adjusting for the items that impact period-to-period comparability, net income attributable to common shareholders, as adjusted (non-GAAP) for the year ended December 31, 2022 was $126,468,000, or $0.66 per diluted share, and $88,153,000, or $0.46 per diluted share, for the year ended December 31, 2021.

EBITDAre, as adjusted (non-GAAP) for the year ended December 31, 2022 was $1.1 billion, compared to $948,976,000 for the year ended December 31, 2021.

Non-Cash Impairment Charges

Liquidity

As of December 31, 2022, we have $3.4 billion of liquidity comprised of $1.0 billion of cash and cash equivalents and restricted cash, $472,000,000 of investments in U.S. Treasury bills and $1.9 billion available on our $2.5 billion revolving credit facilities.

PENN District Development

As of December 31, 2022, we have expended $1.9 billion of cash with an estimated $497,795,000 remaining to be spent across The Farley Building, PENN 1, PENN 2, and PENN districtwide improvements. There can be no assurance that these projects will be completed, completed on schedule or within budget.

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

FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Business Developments

350 Park Avenue

From October 2024 to June 2030, KG will have the option to either:

◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;

◦the master leases will terminate at the scheduled commencement of demolition;

•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case Vornado/Rudin would not participate in the new development.

The parties intend to immediately commence design of the project and process approvals.

Dividend

On January 18, 2023, Vornado’s Board of Trustees declared a reduced quarterly dividend of $0.375 per share.

FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Business Developments - continued

Disposition Activity

220 Central Park South (“220 CPS”)

SoHo Properties

Center Building (33-00 Northern Boulevard)

484-486 Broadway

40 Fulton Street

FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Business Developments - continued

Financing Activity

100 West 33rd Street

770 Broadway

Unsecured Revolving Credit Facility

Unsecured Term Loan

330 West 34th Street land owner joint venture

697-703 Fifth Avenue (Fifth Avenue and Times Square JV)

FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

2022 Business Developments - continued

Financing Activity - continued

Interest Rate Hedging Activities

During the year ended December 31, 2022, we entered into $2.0 billion of interest rate swap arrangements and extended a $500,000,000 interest rate swap arrangement, reducing our variable rate debt at share as a percentage of our total debt at share to 27% from 47% (excluding our participation in the 150 West 34th Street mortgage loan which was repaid on January 9, 2023). The exposure to LIBOR/SOFR index increases on our $2.8 billion of unswapped variable rate debt is partially mitigated over the next year by $2.2 billion of interest rate caps and by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills. See page 12 for further detail on our interest rate swap and cap arrangements.

The table below presents the interest rate swap arrangements entered into during the year ended December 31, 2022.

(Amounts in thousands)

Notional Amount

All-In Swapped Rate

Swap Expiration Date

Variable Rate Spread

770 Broadway mortgage loan

700,000

4.98%

07/27

S+225

Unsecured revolving credit facility

575,000

3.88%

08/27

S+115

Unsecured term loan(1)

50,000

4.04%

08/27

S+130

Unsecured term loan (effective 10/23)(1)

500,000

4.39%

10/26

S+130

100 West 33rd Street mortgage loan

480,000

5.06%

06/27

S+165

888 Seventh Avenue mortgage loan(2)

200,000

4.76%

09/27

S+180

____________________


	Swapped Balance		All-In Swapped Rate	Unswapped Balance (bears interest at S+130)
Through 10/23	$	800,000	4.05%	$	—
10/23 through 7/25	700,000		4.53%	100,000
7/25 through 10/26	550,000		4.36%	250,000
10/26 through 8/27	50,000		4.04%	750,000

(2)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80%.


FINANCIAL HIGHLIGHTS AND BUSINESS DEVELOPMENTS (unaudited)

Leasing Activity

For the Three Months Ended December 31, 2022

154,000 square feet of New York Office space (147,000 square feet at share) at an initial rent of $84.58 per square foot and a weighted average lease term of 7.6 years. The changes in the GAAP and cash mark-to-market rent on the 135,000 square feet of second generation space were positive 17.2% and positive 9.8%, respectively. Tenant improvements and leasing commissions were $10.32 per square foot per annum, or 12.2% of initial rent.

20,000 square feet of New York Retail space (15,000 square feet at share) at an initial rent of $284.73 per square foot and a weighted average lease term of 11.8 years. The 20,000 square feet was first generation space. Tenant improvements and leasing commissions were $26.98 per square foot per annum, or 9.5% of initial rent.

24,000 square feet at theMART (all at share) at an initial rent of $59.45 per square foot and a weighted average lease term of 6.5 years. The changes in the GAAP and cash mark-to-market rent on the 23,000 square feet of second generation space were negative 7.3% and negative 12.1%, respectively. Tenant improvements and leasing commissions were $6.60 per square foot per annum, or 11.1% of initial rent.

For the Year Ended December 31, 2022

894,000 square feet of New York Office space (753,000 square feet at share) at an initial rent of $84.51 per square foot and a weighted average lease term of 8.9 years. The changes in the GAAP and cash mark-to-market rent on the 498,000 square feet of second generation space were positive 9.0% and positive 5.4%, respectively. Tenant improvements and leasing commissions were $11.84 per square foot per annum, or 14.0% of initial rent.

111,000 square feet of New York Retail space (100,000 square feet at share) at an initial rent of $266.25 per square foot and a weighted average lease term of 11.6 years. The changes in the GAAP and cash mark-to-market rent on the 42,000 square feet of second generation space were negative 38.3% and negative 34.2%, respectively. Tenant improvements and leasing commissions were $22.68 per square foot per annum, or 8.5% of initial rent.

299,000 square feet at theMART (all at share) at an initial rent of $52.40 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 244,000 square feet of second generation space were negative 4.8% and negative 5.4%, respectively. Tenant improvements and leasing commissions were $10.48 per square foot per annum, or 20.0% of initial rent.

210,000 square feet at 555 California Street (147,000 square feet at share) at an initial rent of $96.40 per square foot and a weighted average lease term of 5.9 years. The changes in the GAAP and cash mark-to-market rent on the 135,000 square feet of second generation space were positive 24.3% and positive 13.6%, respectively. Tenant improvements and leasing commissions were $7.15 per square foot per annum, or 7.4% of initial rent.


UNSECURED NOTES COVENANT RATIOS AND CREDIT RATINGS (unaudited)
(Amounts in thousands)		As of
Unsecured Notes Covenant Ratios(1)	Required	December 31, 2022	September 30, 2022	June 30, 2022	March 31, 2022
Total outstanding debt/total assets(2)	Less than 65%	48%	47%	47%	48%
Secured debt/total assets	Less than 50%	32%	32%	31%	33%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense)	Greater than 1.50	2.29	2.53	3.02	3.29
Unencumbered assets/unsecured debt	Greater than 150%	342%	354%	362%	360%


Consolidated Unencumbered EBITDA(1) (non-GAAP):	Q4 2022 Annualized
New York	$	251,072
Other	106,772
Total	$	357,844

Credit Ratings(3):

Rating

Outlook

Moody’s

Baa3

Stable

S&P

BBB-

Stable

Fitch

BBB-

Negative



(1)			Our debt covenant ratios and consolidated unencumbered EBITDA are computed in accordance with the terms of our senior unsecured notes. The methodology used for these computations may differ significantly from similarly titled ratios and amounts of other companies. For additional information regarding the methodology used to compute these ratios and amounts, please see our filings with the SEC of our senior debt indentures and applicable prospectuses and prospectus supplements.
(2)			Total assets include EBITDA capped at 7.0% per the terms of our senior unsecured notes covenants.
(3)			Credit ratings are provided for informational purposes only and are not a recommendation to buy or sell our securities.


LIQUIDITY AND CAPITALIZATION (unaudited)
(Amounts in millions, except per share amounts)


Liquidity Snapshot(1)

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(1)			Prior to June 30, 2022, the $1.25 billion revolving credit facility maturing in 2027, as fully extended, had full capacity of $1.5 billion.
(2)			The debt balances presented represent contractual debt balances. See reconciliation on page iii in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of December 31, 2022.
(3)			Based on the Vornado Realty Trust (NYSE: VNO) December 31, 2022 quarter end closing common share price of $20.81.

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Company capitalization(2):	Amount		% Total
Consolidated mortgages payable (at 100%)	$	5,878	42%
Unsecured debt (contractual)	2,575		18%
Perpetual preferred shares/units	1,223		9%
Equity(3)	4,342		31%
Total	14,018		100%
Pro rata share of debt of non-consolidated entities	2,697
Less: Noncontrolling interests' share of consolidated debt	(682)
Total at share	$	16,033


NET DEBT TO EBITDAre, AS ADJUSTED (unaudited)
(Amounts in millions)
	As of and For the Year Ended December 31,
	2022			2021			2020			2019

Secured debt	$	5,878		$	6,099		$	5,608		$	5,670
Unsecured debt	2,575			2,575			1,825			1,775
Pro rata share of debt of non-consolidated entities	2,697			2,700			2,873			2,803
Less: Noncontrolling interests’ share of consolidated debt	(682)			(682)			(483)			(483)
Company’s pro rata share of total debt	$	10,468		$	10,692		$	9,823		$	9,765
% Unsecured debt	25%			24%			19%			18%

Company’s pro rata share of total debt	$	10,468		$	10,692		$	9,823		$	9,765
Less: Cash and cash equivalents, restricted cash and investments in U.S. Treasury bills	(1,493)			(1,930)			(1,730)			(1,242)			(1)
Less: Participation in 150 West 34th Street mortgage loan(2)	(105)			(105)			(105)			(105)
Less: Projected cash proceeds from 220 Central Park South	(90)			(148)			(275)			(1,200)
Net debt	$	8,780		$	8,509		$	7,713		$	7,218
EBITDAre, as adjusted (non-GAAP)	$	1,091		$	949		$	910		$	1,136
Net debt / EBITDAre, as adjusted	8.0		x	9.0		x	8.5		x	6.4		x

______________________________

(1)2019 includes $33 of investments in marketable securities sold in January 2020 and is reduced by a $398 accrual of a special dividend/distribution paid in January 2020.

(2)On January 9, 2023, our $105 participation in the $205 mortgage loan on 150 West 34th Street was repaid.


DEBT SNAPSHOT (unaudited)
(Amounts in millions)
	As of December 31, 2022
	Total			Variable				Fixed
(Contractual debt balances)	Amount		Weighted Average Interest Rate	Amount			Weighted Average Interest Rate	Amount		Weighted Average Interest Rate
Consolidated debt(1)	$	8,453	4.16%	$	2,308	(2)	5.67%	$	6,145	3.59%
Pro rata share of debt of non-consolidated entities	2,697		4.87%	1,250			6.19%	1,447		3.72%
Total	11,150		4.33%	3,558			5.85%	7,592		3.61%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street)	(682)			(682)				—
Company's pro rata share of total debt	$	10,468	4.23%	$	2,876	(2)	5.87%	$	7,592	3.61%

________________________________

(1)See reconciliation on page iii in the Appendix of consolidated debt, net as presented on our consolidated balance sheets to consolidated contractual debt as of December 31, 2022.

(2)Includes our $105 participation in the loan. On January 9, 2023, our $105 participation in the $205 mortgage loan on 150 West 34th Street was repaid.


HEDGING INSTRUMENTS AS OF DECEMBER 31, 2022 (unaudited)
(Amounts in thousands)
	Debt Information				Swap / Cap Information
	Balance at Share		Variable Rate Spread	Maturity Date(1)	Notional Amount at Share			All-In Swapped Rate	Swap Expiration Date
Interest Rate Swaps:
Consolidated:
555 California Street mortgage loan	$	840,000	L+193	05/28	$	840,000		2.26%	05/24
770 Broadway mortgage loan	700,000		S+225	07/27	700,000			4.98%	07/27
PENN 11 mortgage loan	500,000		S+206	10/25	500,000			2.22%	03/24
Unsecured revolving credit facility	575,000		S+115	12/27	575,000			3.88%	08/27
Unsecured term loan	800,000		S+130	12/27	800,000		(2)	4.05%	10/23
100 West 33rd Street mortgage loan	480,000		S+165	06/27	480,000			5.06%	06/27
888 Seventh Avenue mortgage loan	277,800		S+180	12/25	200,000			4.76%	09/27
4 Union Square South mortgage loan	120,000		S+150	08/25	100,000			3.74%	01/25
Unconsolidated:
640 Fifth Avenue mortgage loan	259,925		L+101	05/24	259,925			3.07%	05/23
731 Lexington Avenue - retail condominium mortgage loan	97,200		S+151	08/25	97,200			1.76%	05/25
50-70 West 93rd Street mortgage loan	41,667		L+153	12/24	41,168			3.14%	06/24
	$	4,691,592			4,593,293

Interest Rate Caps:								Index Strike Rate
Consolidated:
1290 Avenue of the Americas mortgage loan	$	665,000	L+151	11/28	665,000			4.00%	11/23
One Park Avenue mortgage loan	525,000		S+122	03/26	525,000		(3)	4.39%	03/23
150 West 34th Street mortgage loan	205,000		S+199	05/24	100,000		(4)	4.10%	06/24
606 Broadway mortgage loan	37,060		S+191	09/24	37,060			4.00%	09/24
Unconsolidated:
280 Park Avenue mortgage loan	600,000		L+173	09/24	600,000			4.08%	09/23
61 Ninth Avenue mortgage loan	75,543		S+146	01/26	75,543			4.39%	02/24
512 West 22nd Street mortgage loan	75,418		L+200	06/23	75,418			4.00%	06/23
Rego Park II mortgage loan	65,624		S+145	12/25	65,624			4.15%	11/24
Fashion Centre Mall/Washington Tower mortgage loan	34,125		L+294	05/26	34,125			4.00%	05/24
	$	2,282,770			2,177,770		(5)

Fixed rate debt per loan agreements and Vornado’s $105 million participation in 150 West 34th Street mortgage loan					3,104,164
Variable rate debt not subject to interest rate swaps or caps					592,555		(5)
Total debt at share					$	10,467,782

________________________________

(1)Assumes the exercise of as-of-right extension options.

(2)The unsecured term loan is subject to various interest rate swap arrangements during its term, See page 7 for details.

(5)Our exposure to LIBOR/SOFR index increases is partially mitigated by an increase in interest income on our cash, cash equivalents, restricted cash and investments in U.S. Treasury bills.

CONSOLIDATED DEBT MATURITIES (CONTRACTUAL BALANCES) (unaudited)

(Amounts in millions)


Consolidated Debt Maturity Schedule(1) as of December 31, 2022 (Excludes pro rata share of JV debt)(2)

https://cdn.kscope.io/a620506c7f99ad5d4ae15ed71079b444-chart-c1b167c907084a41886a.jpg


Consolidated (100%):
Secured	$	22			$	396		(3)	$	855		$	525		$	1,580		$	2,500
Unsecured	—				—				450			400			1,375			350
Total consolidated debt (100%)	$	22			$	396			$	1,305		$	925		$	2,955		$	2,850		(4)
% of total consolidated debt	0.3		%		4.7		%		15.4		%	10.9		%	35.0		%	33.7		%
Debt maturities at share:
Consolidated debt (100%)	$	22			$	396			$	1,305		$	925		$	2,955		$	2,850
Pro rata share of debt of non-consolidated entities	312			(5)	1,064				505			581			40			195
Less: Noncontrolling interests' share of consolidated debt	—				(37)				—			—			—			(645)
Total debt at share	$	334			$	1,423			$	1,810		$	1,506		$	2,995		$	2,400
% of total debt at share	3.2		%		13.6		%		17.3		%	14.4		%	28.6		%	22.9		%

_______________________________

(1)Assumes the exercise of as-of-right extension options. Debt classified as fixed rate includes the effect of interest rate swap arrangements which may expire prior to debt maturity. See the previous page for information on interest rate swap arrangements entered into as of December 31, 2022.

(2)Vornado Realty L.P. guarantees $800 of JV partnership debt comprised of the $300 mortgage loan on 7 West 34th Street and the $500 mortgage loan on 640 Fifth Avenue included in the Fifth Avenue and Times Square JV. This $800 is excluded from the schedule presented above.

(3)We hold a $105 participation in the 150 West 34th Street mortgage loan which is included in “other assets” on our consolidated balance sheets. On January 9, 2023, our $105 participation in the $205 mortgage loan on 150 West 34th Street was repaid.

(4)Of the $1,310 floating rate debt expiring after 2027, $645 is attributable to noncontrolling interests.

(5)2023 includes our $189 share of the 697-703 Fifth Avenue mortgage loan. On December 21, 2022, the 697-703 Fifth Avenue $450 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29 of property-level funds were applied by the lenders against the principal balance resulting in a $421 loan balance as of December 31, 2022. The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations.


CONSOLIDATED DEBT MATURITIES AT 100% (CONTRACTUAL BALANCES) (unaudited)
(Amounts in thousands)
Property	Maturity Date(1)	Spread over LIBOR/SOFR	Interest Rate(2)	2023		2024			2025		2026		2027		Thereafter		Total
Secured Debt:
435 Seventh Avenue	02/24	L+130	5.47%	$	—	$	95,696		$	—	$	—	$	—	$	—	$	95,696
150 West 34th Street	05/24	S+199	6.15%	—		205,000		(3)	—		—		—		—		205,000
606 Broadway (50.0% interest)	09/24	S+191	5.91%	—		74,119			—		—		—		—		74,119
4 Union Square South	08/25		4.05%	—		—			120,000		—		—		—		120,000
PENN 11	10/25		2.22%	—		—			500,000		—		—		—		500,000
888 Seventh Avenue	12/25		5.09%	21,600		21,600			234,600		—		—		—		277,800
One Park Avenue	03/26	S+122	5.56%	—		—			—		525,000		—		—		525,000
350 Park Avenue	01/27		3.92%	—		—			—		—		400,000		—		400,000
100 West 33rd Street	06/27		5.06%	—		—			—		—		480,000		—		480,000
770 Broadway	07/27		4.98%	—		—			—		—		700,000		—		700,000
555 California Street (70.0% interest)	05/28		3.36%	—		—			—		—		—		1,200,000		1,200,000
1290 Avenue of the Americas (70.0% interest)	11/28	L+151	5.51%	—		—			—		—		—		950,000		950,000
909 Third Avenue	04/31		3.23%	—		—			—		—		—		350,000		350,000
Total Secured Debt				21,600		396,415			854,600		525,000		1,580,000		2,500,000		5,877,615
Unsecured Debt:
Senior unsecured notes due 2025	01/25		3.50%	—		—			450,000		—		—		—		450,000
$1.25 Billion unsecured revolving credit facility	04/26	S+119	0.00%	—		—			—		—		—		—		—
Senior unsecured notes due 2026	06/26		2.15%	—		—			—		400,000		—		—		400,000
$1.25 Billion unsecured revolving credit facility	12/27		3.88%	—		—			—		—		575,000		—		575,000
$800 Million unsecured term loan	12/27		4.05%	—		—			—		—		800,000		—		800,000
Senior unsecured notes due 2031	06/31		3.40%	—		—			—		—		—		350,000		350,000
Total Unsecured Debt				—		—			450,000		400,000		1,375,000		350,000		2,575,000
Total Debt				$	21,600	$	396,415		$	1,304,600	$	925,000	$	2,955,000	$	2,850,000	$	8,452,615
Weighted average rate				5.92%		5.93%			3.32%		4.08%		4.38%		4.07%		4.16%

Fixed rate debt(4)				$	—	$	—		$	1,250,000	$	400,000	$	2,955,000	$	1,540,000	$	6,145,000
Fixed weighted average rate expiring				0.00%		0.00%			3.21%		2.15%		4.38%		2.74%		3.59%
Floating rate debt				$	21,600	$	396,415		$	54,600	$	525,000	$	—	$	1,310,000	$	2,307,615
Floating weighted average rate expiring				5.92%		5.93%			5.81%		5.56%		0.00%		5.63%		5.67%

________________________________

(1)Assumes the exercise of as-of-right extension options.

(2)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable. See Page 12 for information on interest rate swap and interest rate cap arrangements entered into as of December 31, 2022

(4)Debt classified as fixed rate includes the effect of interest rate swap arrangements which may expire prior to debt maturity. See page 12 for information on interest rate swap arrangements entered into as of December 31, 2022.


TOP 15 TENANTS (unaudited)
(Amounts in thousands, except square feet)
	Square Footage At Share	Annualized Escalated Rents At Share(1)		% of Total Annualized Escalated Rents At Share
Meta Platforms, Inc.	1,451,153	$	158,889	8.8	%
IPG and affiliates	967,552	67,279		3.6	%
New York University	685,290	45,013		2.5	%
Google/Motorola Mobility (guaranteed by Google)	759,446	41,220		2.2	%
Bloomberg L.P.	306,768	40,252		2.2	%
Equitable Financial Life Insurance Company	336,644	35,453		2.0	%
Yahoo Inc.	313,726	32,202		1.8	%
Amazon (including its Whole Foods subsidiary)	312,694	30,115		1.7	%
Neuberger Berman Group LLC	306,612	27,283		1.5	%
Madison Square Garden & Affiliates	412,551	27,143		1.5	%
Swatch Group USA	14,949	26,173		1.4	%
AMC Networks, Inc.	326,717	25,391		1.4	%
Bank of America	247,459	24,500		1.4	%
Apple Inc.	412,434	24,072		1.3	%
LVMH Brands	65,060	23,132		1.3	%
				34.6	%

________________________________

LEASE EXPIRATIONS (unaudited)

(Amounts in thousands)


Our Share of Square Feet of Expiring Leases As of December 31, 2022

https://cdn.kscope.io/a620506c7f99ad5d4ae15ed71079b444-chart-f0391bd2c47f4f118a1a.jpg



New York Office	1,444	943	699	1,217	1,160	1,003	1,161	623	899	404	4,867
New York Retail	149	133	40	82	34	27	50	155	88	55	390
theMart	254	233	409	290	191	684	111	29	294	160	167
555 California Street	6	70	274	238	65	112	116	106	—	5	188
Total	1,853	1,379	1,422	1,827	1,450	1,826	1,438	913	1,281	624	5,612
% of total	9.4%	7.0%	7.2%	9.3%	7.4%	9.3%	7.3%	4.7%	6.5%	3.2%	28.7%


PENN DISTRICT
ACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF DECEMBER 31, 2022 (unaudited)
(Amounts in thousands of dollars, except square feet)
		Property Rentable Sq. Ft.			Cash Amount Expended		Remaining Expenditures		Stabilization Year	Projected Incremental Cash Yield
Active PENN District Projects	Segment		Budget(1)
The Farley Building (95% interest)	New York	846,000	1,120,000	(2)	1,111,493	(2)	8,507	(2)	(3)		6.2%
PENN 2 - as expanded	New York	1,795,000	750,000		393,126		356,874		2025		9.5%
PENN 1 (including LIRR Concourse Retail)(4)	New York	2,546,000	450,000		375,810		74,190		N/A		13.2%	(4)(5)
Districtwide Improvements	New York	N/A	100,000		41,776		58,224		N/A		N/A
Total Active PENN District Projects			2,420,000		1,922,205		497,795				8.3%

___________________

(1)Excluding debt and equity carry.

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

(3)Office stabilized in 2022, Retail to stabilize in 2023/2024.

(4)Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in 2023, which may be material.

(5)Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.6 years.

APPENDIX

NON-GAAP RECONCILIATIONS


NON-GAAP RECONCILIATIONS RECONCILIATION OF NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED (unaudited)
(Amounts in thousands, except per share amounts)
	For the Three Months Ended				For the Year Ended
	December 31,				December 31,
	2022		2021		2022		2021
Net (loss) income attributable to common shareholders	$	(493,280)	$	11,269	$	(408,615)	$	101,086
Per diluted share	$	(2.57)	$	0.06	$	(2.13)	$	0.53

Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Non-cash real estate impairment losses on wholly owned and partially owned assets	595,488		—		595,488		7,880
Net gains on disposition of wholly owned and partially owned assets	(47,769)		(11,620)		(62,685)		(15,315)
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities	(29,773)		(13,584)		(35,858)		(44,607)
Hotel Pennsylvania loss (primarily accelerated building depreciation expense)	26,614		8,998		71,087		29,472
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)	3,482		9,180		13,665		10,868
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV	—		—		(13,613)		—
Other	3,449		19,569		7,289		(2,436)
	551,491		12,543		575,373		(14,138)
Noncontrolling interests' share of above adjustments	(38,257)		(835)		(40,290)		1,205
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders	$	513,234	$	11,708	$	535,083	$	(12,933)


Net income attributable to common shareholders, as adjusted (non-GAAP)	$	19,954	$	22,977	$	126,468	$	88,153
Per diluted share (non-GAAP)	$	0.10	$	0.12	$	0.66	$	0.46


NON-GAAP RECONCILIATIONS CONSOLIDATED DEBT, NET TO CONSOLIDATED CONTRACTUAL DEBT (unaudited)
(Amounts in thousands)
	As of December 31, 2022
	Consolidated Debt, Net		Deferred Financing Costs, Net and Other		Consolidated Contractual Debt
Mortgages payable	$	5,829,018	$	48,597	$	5,877,615
Senior unsecured notes	1,191,832		8,168		1,200,000
$800 Million unsecured term loan	793,193		6,807		800,000
$2.5 Billion unsecured revolving credit facilities	575,000		—		575,000
	$	8,389,043	$	63,572	$	8,452,615

iii

NON-GAAP RECONCILIATIONS

RECONCILIATION OF NET (LOSS) INCOME TO EBITDAre (unaudited)

(Amounts in thousands)

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


	For the Three Months Ended December 31,				For the Year Ended December 31,
	2022		2021		2022		2021		2020		2019
Reconciliation of net (loss) income to EBITDAre (non-GAAP):
Net (loss) income	$	(525,002)	$	31,963	$	(382,612)	$	207,553	$	(461,845)	$	3,334,262
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries	10,493		(3,691)		5,737		(24,014)		139,894		24,547
Net (loss) income attributable to the Operating Partnership	(514,509)		28,272		(376,875)		183,539		(321,951)		3,358,809
EBITDAre adjustments at share:
Depreciation and amortization expense	155,524		153,136		593,322		526,539		532,298		530,473
Interest and debt expense	111,848		88,647		362,321		297,116		309,003		390,139
Income tax expense (benefit)	7,913		10,744		23,404		(9,813)		36,253		103,917
Net gain on sale of real estate	(30,397)		(12,623)		(58,920)		(15,675)		—		(178,711)
Real estate impairment losses	595,488		—		595,488		7,880		645,346		32,001

Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests	—		—		—		—		—		(2,559,154)
EBITDAre at share	325,867		268,176		1,138,740		989,586		1,200,949		1,677,474
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	18,137		23,266		71,786		75,987		(91,155)		8,150
EBITDAre (non-GAAP)	$	344,004	$	291,442	$	1,210,526	$	1,065,573	$	1,109,794	$	1,685,624


NON-GAAP RECONCILIATIONS RECONCILIATION OF EBITDAre TO EBITDAre, AS ADJUSTED (unaudited)
(Amounts in thousands)
	For the Three Months Ended December 31,				For the Year Ended December 31,
	2022		2021		2022		2021		2020		2019
EBITDAre (non-GAAP)	$	344,004	$	291,442	$	1,210,526	$	1,065,573	$	1,109,794	$	1,685,624

EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	(18,137)		(23,266)		(71,786)		(75,987)		91,155		(8,150)

Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium units and ancillary amenities	(34,844)		(14,959)		(41,874)		(50,318)		(381,320)		(604,393)
Net gains on disposition of wholly owned and partially owned assets	(17,372)		—		(17,372)		(643)		—		—
Our share of loss (income) from real estate fund investments	463		(1,564)		(1,671)		(3,757)		63,114		48,808
Hotel Pennsylvania loss (income)	—		—		—		11,625		31,139		(8,264)
Mark-to-market decrease in PREIT common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)	—		—		—		—		4,938		21,649
Other	7,157		3,981		12,741		2,483		(8,527)		343
Total of certain income items that impact EBITDAre	(44,596)		(12,542)		(48,176)		(40,610)		(290,656)		(541,857)

EBITDAre, as adjusted (non-GAAP)	$	281,271	$	255,634	$	1,090,564	$	948,976	$	910,293	$	1,135,617