View:

Download DOC

Download PDF

Download XLS

Download XBRL

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended:

June 30, 2017

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

For the transition period from:

Commission File Number:	001-11954 (Vornado Realty Trust)
Commission File Number:	001-34482 (Vornado Realty L.P.)

Vornado Realty Trust

Vornado Realty L.P.

(Exact name of registrants as specified in its charter)

Vornado Realty Trust	Maryland	22-1657560
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Vornado Realty L.P.	Delaware	13-3925979
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

888 Seventh Avenue, New York, New York, 10019

(Address of principal executive offices) (Zip Code)

(212) 894-7000

(Registrants’ telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

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

Vornado Realty Trust:

☑ Large Accelerated Filer		☐ Accelerated Filer
☐ Non-Accelerated Filer (Do not check if smaller reporting company)		☐ Smaller Reporting Company
		☐ Emerging Growth Company

Vornado Realty L.P.:

☐ Large Accelerated Filer		☐ Accelerated Filer
☑ Non-Accelerated Filer (Do not check if smaller reporting company)		☐ Smaller Reporting Company
		☐ Emerging Growth Company

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

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

Vornado Realty Trust: Yes ☐ No ☑ Vornado Realty L.P.: Yes ☐ No ☑

As of June 30, 2017, 189,465,023 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2017 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.

The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 93.6% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

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

The Company believes that combining the quarterly reports on Form 10-Q of Vornado and the Operating Partnership into this single report provides the following benefits:

•	enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•	eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
•	creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

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

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

•	Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
	•	Note 10. Redeemable Noncontrolling Interests/Redeemable Partnership Units
	•	Note 18. Income Per Share/Income Per Class A Unit

•	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

PART I.		Financial Information:	Page Number

	Item 1.	Financial Statements of Vornado Realty Trust:

		Consolidated Balance Sheets (Unaudited) as of June 30, 2017 and December 31, 2016	5

		Consolidated Statements of Income (Unaudited) for the
		Three and Six Months Ended June 30, 2017 and 2016	6

		Consolidated Statements of Comprehensive Income (Unaudited)
		for the Three and Six Months Ended June 30, 2017 and 2016	7

		Consolidated Statements of Changes in Equity (Unaudited) for the
		Six Months Ended June 30, 2017 and 2016	8

		Consolidated Statements of Cash Flows (Unaudited) for the
		Six Months Ended June 30, 2017 and 2016	10

		Financial Statements of Vornado Realty L.P.:

		Consolidated Balance Sheets (Unaudited) as of June 30, 2017 and December 31, 2016	12

		Consolidated Statements of Income (Unaudited) for the
		Three and Six Months Ended June 30, 2017 and 2016	13

		Consolidated Statements of Comprehensive Income (Unaudited)
		for the Three and Six Months Ended June 30, 2017 and 2016	14

		Consolidated Statements of Changes in Equity (Unaudited) for the
		Six Months Ended June 30, 2017 and 2016	15

		Consolidated Statements of Cash Flows (Unaudited) for the
		Six Months Ended June 30, 2017 and 2016	17

		Vornado Realty Trust and Vornado Realty L.P.:

		Notes to Consolidated Financial Statements (Unaudited)	19

		Reports of Independent Registered Public Accounting Firm	50

	Item 2.	Management's Discussion and Analysis of Financial Condition
		and Results of Operations	52

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	100

	Item 4.	Controls and Procedures	101

PART II.		Other Information:

	Item 1.	Legal Proceedings	102

	Item 1A.	Risk Factors	102

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	102

	Item 3.	Defaults Upon Senior Securities	102

	Item 4.	Mine Safety Disclosures	102

	Item 5.	Other Information	102

	Item 6.	Exhibits	102

SIGNATURES			103

EXHIBIT INDEX			105

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(Amounts in thousands, except unit, share, and per share amounts)			June 30, 2017		December 31, 2016
ASSETS
Real estate, at cost:
	Land		$	4,048,971	$	4,065,142
	Buildings and improvements			12,750,314		12,727,980
	Development costs and construction in progress			1,676,353		1,430,276
	Leasehold improvements and equipment			119,852		116,560
		Total		18,595,490		18,339,958
	Less accumulated depreciation and amortization			(3,682,903)		(3,513,574)
Real estate, net				14,912,587		14,826,384
Cash and cash equivalents				1,471,303		1,501,027
Restricted cash				86,386		98,295
Marketable securities				187,489		203,704
Tenant and other receivables, net of allowance for doubtful accounts of $11,513 and $10,920				83,768		94,467
Investments in partially owned entities				1,354,089		1,428,019
Real estate fund investments				455,692		462,132
Receivable arising from the straight-lining of rents, net of allowance of $1,656 and $2,227				1,062,456		1,032,736
Deferred leasing costs, net of accumulated amortization of $242,373 and $228,862				449,714		454,345
Identified intangible assets, net of accumulated amortization of $211,285 and $207,330				176,506		192,731
Assets related to discontinued operations				4,378		5,570
Other assets				644,922		515,437
			$	20,889,290	$	20,814,847

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net			$	9,502,694	$	9,278,263
Senior unsecured notes, net				846,286		845,577
Unsecured term loan, net				372,975		372,215
Unsecured revolving credit facilities				115,630		115,630
Accounts payable and accrued expenses				427,401		458,694
Deferred revenue				264,035		287,846
Deferred compensation plan				104,566		121,374
Liabilities related to discontinued operations				2,406		2,870
Other liabilities				431,983		435,436
	Total liabilities			12,067,976		11,917,905
Commitments and contingencies						-
Redeemable noncontrolling interests:
	Class A units - 12,477,710 and 12,197,162 units outstanding			1,171,656		1,273,018
	Series D cumulative redeemable preferred units - 177,101 units outstanding			5,428		5,428
		Total redeemable noncontrolling interests		1,177,084		1,278,446
Vornado shareholders' equity:
	Preferred shares of beneficial interest: no par value per share; authorized 110,000,000
		shares; issued and outstanding 42,823,428 and 42,824,829 shares		1,038,011		1,038,055
	Common shares of beneficial interest: $.04 par value per share; authorized
		250,000,000 shares; issued and outstanding 189,465,023 and 189,100,876 shares		7,556		7,542
	Additional capital			7,279,834		7,153,332
	Earnings less than distributions			(1,524,806)		(1,419,382)
	Accumulated other comprehensive income			115,839		118,972
		Total Vornado shareholders' equity		6,916,434		6,898,519
Noncontrolling interests in consolidated subsidiaries				727,796		719,977
	Total equity			7,644,230		7,618,496
			$	20,889,290	$	20,814,847

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per share amounts)		For the Three Months Ended				For the Six Months Ended
		June 30,				June 30,
		2017		2016		2017		2016
REVENUES:
	Property rentals	$	529,294	$	527,178	$	1,043,112	$	1,046,670
	Tenant expense reimbursements		60,687		60,841		128,357		120,416
	Fee and other income		36,058		33,689		75,418		67,659
Total revenues			626,039		621,708		1,246,887		1,234,745
EXPENSES:
	Operating		256,687		245,138		517,594		501,487
	Depreciation and amortization		137,015		141,313		275,826		284,270
	General and administrative		42,470		45,564		99,128		94,268
	Acquisition and transaction related costs		6,471		2,879		14,476		7,486
	Skyline properties impairment loss		-		-		-		160,700
Total expenses			442,643		434,894		907,024		1,048,211
Operating income			183,396		186,814		339,863		186,534
Income (loss) from partially owned entities			46,276		642		47,721		(3,598)
Income from real estate fund investments			4,391		16,389		4,659		27,673
Interest and other investment income, net			9,307		10,236		18,535		13,754
Interest and debt expense			(96,797)		(105,576)		(191,082)		(206,065)
Net gains on disposition of wholly owned
	and partially owned assets		-		159,511		501		160,225
Income before income taxes			146,573		268,016		220,197		178,523
Income tax benefit (expense)			248		(2,109)		(1,957)		(4,940)
Income from continuing operations			146,821		265,907		218,240		173,583
Income from discontinued operations			663		2,475		3,091		3,191
Net income			147,484		268,382		221,331		176,774
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(7,677)		(13,025)		(14,414)		(22,703)
	Operating Partnership		(7,706)		(14,531)		(10,935)		(7,044)
Net income attributable to Vornado			132,101		240,826		195,982		147,027
Preferred share dividends			(16,129)		(20,363)		(32,258)		(40,727)
NET INCOME attributable to common shareholders		$	115,972	$	220,463	$	163,724	$	106,300


INCOME PER COMMON SHARE - BASIC:
	Income from continuing operations, net	$	0.61	$	1.16	$	0.84	$	0.54
	Income from discontinued operations, net		-		0.01		0.02		0.02
	Net income per common share	$	0.61	$	1.17	$	0.86	$	0.56
	Weighted average shares outstanding		189,395		188,772		189,304		188,715

INCOME PER COMMON SHARE - DILUTED:
	Income from continuing operations, net	$	0.61	$	1.15	$	0.84	$	0.54
	Income from discontinued operations, net		-		0.01		0.02		0.02
	Net income per common share	$	0.61	$	1.16	$	0.86	$	0.56
	Weighted average shares outstanding		190,444		189,885		190,674		190,000

DIVIDENDS PER COMMON SHARE		$	0.71	$	0.63	$	1.42	$	1.26


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)


(Amounts in thousands)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Net income			$	147,484	$	268,382	$	221,331	$	176,774
Other comprehensive (loss) income:
	(Reduction) increase in unrealized net gain on
		available-for-sale securities		(1,206)		28,019		(16,215)		39,113
	Pro rata share of amounts reclassified from accumulated
		other comprehensive income of a
		nonconsolidated subsidiary		-		-		9,268		-
	Pro rata share of other comprehensive loss of
		nonconsolidated subsidiaries		(980)		(628)		(1,031)		(622)
	(Reduction) increase in value of interest rate swaps and other			(1,204)		(6,976)		4,638		(11,171)
Comprehensive income				144,094		288,797		217,991		204,094
Less comprehensive income attributable to noncontrolling interests				(15,173)		(28,814)		(25,142)		(31,432)
Comprehensive income attributable to Vornado Realty Trust			$	128,921	$	259,983	$	192,849	$	172,662


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)


(Amounts in thousands)																	Non-
															Accumulated		controlling
													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income		Subsidiaries		Equity
Balance, December 31, 2016				42,825	$	1,038,055		189,101	$	7,542	$	7,153,332	$	(1,419,382)	$	118,972	$	719,977	$	7,618,496
Net income attributable to
	Vornado			-		-		-		-		-		195,982		-		-		195,982
Net income attributable to
	noncontrolling interests in
	consolidated subsidiaries			-		-		-		-		-		-		-		14,414		14,414
Dividends on common shares				-		-		-		-		-		(268,817)		-		-		(268,817)
Dividends on preferred shares				-		-		-		-		-		(32,258)		-		-		(32,258)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		249		10		25,552		-		-		-		25,562
	Under employees' share
		option plan		-		-		103		4		8,842		-		-		-		8,846
	Under dividend reinvestment plan			-		-		8		-		780		-		-		-		780
Contributions				-		-		-		-		-		-		-		991		991
Distributions:
	Real estate fund investments			-		-		-		-		-		-		-		(6,200)		(6,200)
	Other			-		-		-		-		-		-		-		(1,339)		(1,339)
Conversion of Series A preferred
	shares to common shares			(2)		(44)		2		-		44		-		-		-		-
Deferred compensation shares
	and options			-		-		2		-		1,076		(285)		-		-		791
Reduction in unrealized net gain on
	available-for-sale securities			-		-		-		-		-		-		(16,215)		-		(16,215)
Pro rata share of amounts
	reclassified related to a
	nonconsolidated subsidiary			-		-		-		-		-		-		9,268		-		9,268
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(1,031)		-		(1,031)
Increase in value of interest
	rate swaps			-		-		-		-		-		-		4,636		-		4,636
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		90,208		-		-		-		90,208
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		207		-		207
Other				-		-		-		-		-		(46)		2		(47)		(91)
Balance, June 30, 2017				42,823	$	1,038,011		189,465	$	7,556	$	7,279,834	$	(1,524,806)	$	115,839	$	727,796	$	7,644,230


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)


(Amounts in thousands)																	Non-
															Accumulated		controlling
													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income		Subsidiaries		Equity
Balance, December 31, 2015				52,677	$	1,276,954		188,577	$	7,521	$	7,132,979	$	(1,766,780)	$	46,921	$	778,483	$	7,476,078
Net income attributable to Vornado				-		-		-		-		-		147,027		-		-		147,027
Net income attributable to
	noncontrolling interests in
	consolidated subsidiaries			-		-		-		-		-		-		-		22,703		22,703
Dividends on common shares				-		-		-		-		-		(237,832)		-		-		(237,832)
Dividends on preferred shares				-		-		-		-		-		(40,727)		-		-		(40,727)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		195		8		18,200		-		-		-		18,208
	Under employees' share
		option plan		-		-		38		1		3,092		-		-		-		3,093
	Under dividend reinvestment plan			-		-		8		-		717		-		-		-		717
Contributions				-		-		-		-		-		-		-		19,674		19,674
Distributions:
	Real estate fund investments			-		-		-		-		-		-		-		(56,533)		(56,533)
	Other			-		-		-		-		-		-		-		(10,970)		(10,970)
Deferred compensation shares
	and options			-		-		7		1		953		(186)		-		-		768
Increase in unrealized net gain
	on available-for-sale securities			-		-		-		-		-		-		39,113		-		39,113
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(622)		-		(622)
Reduction in value of interest
	rate swaps			-		-		-		-		-		-		(11,170)		-		(11,170)
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		(20,369)		-		-		-		(20,369)
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		(1,685)		-		(1,685)
Other				-		-		1		-		(1)		(7)		(1)		111		102
Balance, June 30, 2016				52,677	$	1,276,954		188,826	$	7,531	$	7,135,571	$	(1,898,505)	$	72,556	$	753,468	$	7,347,575


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)			For the Six Months Ended June 30,
			2017		2016
Cash Flows from Operating Activities:
Net income			$	221,331	$	176,774
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization (including amortization of deferred financing costs)			289,898		299,541
	Equity in net (income) loss of partially owned entities			(47,721)		3,598
	Distributions of income from partially owned entities			44,778		42,012
	Other non-cash adjustments			30,070		23,049
	Straight-lining of rents			(28,581)		(83,883)
	Amortization of below-market leases, net			(24,391)		(29,811)
	Net realized and unrealized loss (gain) on real estate fund investments			6,201		(21,277)
	Net gains on sale of real estate and other			(2,267)		(2,210)
	Net gains on disposition of wholly owned and partially owned assets			(501)		(160,225)
	Skyline properties impairment loss			-		160,700
	Return of capital from real estate fund investments			-		71,888
	Changes in operating assets and liabilities:
		Tenant and other receivables, net		8,446		2,358
		Prepaid assets		(148,446)		(131,927)
		Other assets		(8,402)		(29,303)
		Accounts payable and accrued expenses		(1,324)		6,634
		Other liabilities		(22,874)		(9,113)
Net cash provided by operating activities				316,217		318,805

Cash Flows from Investing Activities:
	Development costs and construction in progress			(191,073)		(277,214)
	Additions to real estate			(139,611)		(170,265)
	Distributions of capital from partially owned entities			113,507		92,465
	Investments in partially owned entities			(27,720)		(90,659)
	Acquisitions of real estate and other			(11,841)		(91,100)
	Proceeds from sales of real estate and related investments			5,180		159,888
	Proceeds from repayments of mortgage loans receivable			29		22
	Net deconsolidation of 7 West 34th Street			-		(48,000)
	Investments in loans receivable and other			-		(11,700)
	Purchases of marketable securities			-		(4,379)
Net cash used in investing activities				(251,529)		(440,942)

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)

(Amounts in thousands)			For the Six Months Ended June 30,
			2017		2016
Cash Flows from Financing Activities:
	Dividends paid on common shares		$	(268,817)	$	(237,832)
	Proceeds from borrowings			226,929		1,325,246
	Dividends paid on preferred shares			(32,258)		(40,727)
	Distributions to noncontrolling interests			(25,617)		(83,266)
	Repayments of borrowings			(13,971)		(1,032,115)
	Proceeds received from exercise of employee share options			9,626		3,810
	Debt issuance and other costs			(2,919)		(29,478)
	Contributions from noncontrolling interests			991		11,874
	Repurchase of shares related to stock compensation agreements and related
		tax withholdings and other		(285)		(186)
Net cash used in financing activities				(106,321)		(82,674)
Net decrease in cash and cash equivalents and restricted cash				(41,633)		(204,811)
Cash and cash equivalents and restricted cash at beginning of period				1,599,322		1,943,506
Cash and cash equivalents and restricted cash at end of period			$	1,557,689	$	1,738,695


Reconciliation of Cash and Cash Equivalents and Restricted Cash:
	Cash and cash equivalents at beginning of period			$	1,501,027	$	1,835,707
	Restricted cash at beginning of period				98,295		107,799
	Cash and cash equivalents and restricted cash at beginning of period			$	1,599,322	$	1,943,506

	Cash and cash equivalents at end of period			$	1,471,303	$	1,644,067
	Restricted cash at end of period				86,386		94,628
	Cash and cash equivalents and restricted cash at end of period			$	1,557,689	$	1,738,695

Supplemental Disclosure of Cash Flow Information:
	Cash payments for interest, excluding capitalized interest of $20,050 and $13,918			$	175,718	$	181,432
	Cash payments for income taxes			$	3,151	$	5,003

Non-Cash Investing and Financing Activities:
	Adjustments to carry redeemable Class A units at redemption value			$	90,208	$	(20,369)
	Accrued capital expenditures included in accounts payable and accrued expenses				59,733		144,079
	Write-off of fully depreciated assets				(35,727)		(220,654)
	(Reduction) increase in unrealized net gain on available-for-sale securities				(16,215)		39,113
	Decrease in assets and liabilities resulting from the deconsolidation of investments
		that were previously consolidated:
			Real estate, net		-		(122,047)
			Mortgage payable, net		-		(290,418)

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(Amounts in thousands, except unit amounts)			June 30, 2017		December 31, 2016
ASSETS
Real estate, at cost:
	Land		$	4,048,971	$	4,065,142
	Buildings and improvements			12,750,314		12,727,980
	Development costs and construction in progress			1,676,353		1,430,276
	Leasehold improvements and equipment			119,852		116,560
		Total		18,595,490		18,339,958
	Less accumulated depreciation and amortization			(3,682,903)		(3,513,574)
Real estate, net				14,912,587		14,826,384
Cash and cash equivalents				1,471,303		1,501,027
Restricted cash				86,386		98,295
Marketable securities				187,489		203,704
Tenant and other receivables, net of allowance for doubtful accounts of $11,513 and $10,920				83,768		94,467
Investments in partially owned entities				1,354,089		1,428,019
Real estate fund investments				455,692		462,132
Receivable arising from the straight-lining of rents, net of allowance of $1,656 and $2,227				1,062,456		1,032,736
Deferred leasing costs, net of accumulated amortization of $242,373 and $228,862				449,714		454,345
Identified intangible assets, net of accumulated amortization of $211,285 and $207,330				176,506		192,731
Assets related to discontinued operations				4,378		5,570
Other assets				644,922		515,437
			$	20,889,290	$	20,814,847

LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY
Mortgages payable, net			$	9,502,694	$	9,278,263
Senior unsecured notes, net				846,286		845,577
Unsecured term loan, net				372,975		372,215
Unsecured revolving credit facilities				115,630		115,630
Accounts payable and accrued expenses				427,401		458,694
Deferred revenue				264,035		287,846
Deferred compensation plan				104,566		121,374
Liabilities related to discontinued operations				2,406		2,870
Other liabilities				431,983		435,436
	Total liabilities			12,067,976		11,917,905
Commitments and contingencies						-
Redeemable partnership units:
	Class A units - 12,477,710 and 12,197,162 units outstanding			1,171,656		1,273,018
	Series D cumulative redeemable preferred units - 177,101 units outstanding			5,428		5,428
		Total redeemable partnership units		1,177,084		1,278,446
Equity:
	Partners' capital			8,325,401		8,198,929
	Earnings less than distributions			(1,524,806)		(1,419,382)
	Accumulated other comprehensive income			115,839		118,972
		Total Vornado Realty L.P. equity		6,916,434		6,898,519
Noncontrolling interests in consolidated subsidiaries				727,796		719,977
	Total equity			7,644,230		7,618,496
			$	20,889,290	$	20,814,847

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per unit amounts)		For the Three Months Ended				For the Six Months Ended
		June 30,				June 30,
		2017		2016		2017		2016
REVENUES:
	Property rentals	$	529,294	$	527,178	$	1,043,112	$	1,046,670
	Tenant expense reimbursements		60,687		60,841		128,357		120,416
	Fee and other income		36,058		33,689		75,418		67,659
Total revenues			626,039		621,708		1,246,887		1,234,745
EXPENSES:
	Operating		256,687		245,138		517,594		501,487
	Depreciation and amortization		137,015		141,313		275,826		284,270
	General and administrative		42,470		45,564		99,128		94,268
	Acquisition and transaction related costs		6,471		2,879		14,476		7,486
	Skyline properties impairment loss		-		-		-		160,700
Total expenses			442,643		434,894		907,024		1,048,211
Operating income			183,396		186,814		339,863		186,534
Income (loss) from partially owned entities			46,276		642		47,721		(3,598)
Income from real estate fund investments			4,391		16,389		4,659		27,673
Interest and other investment income, net			9,307		10,236		18,535		13,754
Interest and debt expense			(96,797)		(105,576)		(191,082)		(206,065)
Net gains on disposition of wholly owned
	and partially owned assets		-		159,511		501		160,225
Income before income taxes			146,573		268,016		220,197		178,523
Income tax benefit (expense)			248		(2,109)		(1,957)		(4,940)
Income from continuing operations			146,821		265,907		218,240		173,583
Income from discontinued operations			663		2,475		3,091		3,191
Net income			147,484		268,382		221,331		176,774
Less net income attributable to noncontrolling interests in
	consolidated subsidiaries		(7,677)		(13,025)		(14,414)		(22,703)
Net income attributable to Vornado Realty L.P.			139,807		255,357		206,917		154,071
Preferred unit distributions			(16,177)		(20,412)		(32,355)		(40,824)
NET INCOME attributable to Class A unitholders		$	123,630	$	234,945	$	174,562	$	113,247


INCOME PER CLASS A UNIT - BASIC:
	Income from continuing operations, net	$	0.61	$	1.16	$	0.84	$	0.54
	Income from discontinued operations, net		-		0.01		0.02		0.02
	Net income per Class A unit	$	0.61	$	1.17	$	0.86	$	0.56
	Weighted average units outstanding		201,127		200,369		200,987		200,220

INCOME PER CLASS A UNIT - DILUTED:
	Income from continuing operations, net	$	0.61	$	1.15	$	0.84	$	0.54
	Income from discontinued operations, net		-		0.01		0.01		0.01
	Net income per Class A unit	$	0.61	$	1.16	$	0.85	$	0.55
	Weighted average units outstanding		202,623		201,975		202,617		201,821

DISTRIBUTIONS PER CLASS A UNIT		$	0.71	$	0.63	$	1.42	$	1.26


See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)


(Amounts in thousands)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Net income			$	147,484	$	268,382	$	221,331	$	176,774
Other comprehensive (loss) income:
	(Reduction) increase in unrealized net gain on
		available-for-sale securities		(1,206)		28,019		(16,215)		39,113
	Pro rata share of amounts reclassified from accumulated
		other comprehensive income of a
		nonconsolidated subsidiary		-		-		9,268		-
	Pro rata share of other comprehensive loss of
		nonconsolidated subsidiaries		(980)		(628)		(1,031)		(622)
	(Reduction) increase in value of interest rate swaps and other			(1,204)		(6,976)		4,638		(11,171)
Comprehensive income				144,094		288,797		217,991		204,094
Less comprehensive income attributable to noncontrolling interests
	in consolidated subsidiaries			(7,677)		(13,025)		(14,414)		(22,703)
Comprehensive income attributable to Vornado Realty L.P.			$	136,417	$	275,772	$	203,577	$	181,391


See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)


(Amounts in thousands)															Non-
													Accumulated		controlling
							Class A Units				Earnings		Other		Interests in
			Preferred Units				Owned by Vornado				Less Than		Comprehensive		Consolidated		Total
			Units		Amount		Units		Amount		Distributions		Income		Subsidiaries		Equity
Balance, December 31, 2016				42,825	$	1,038,055		189,101	$	7,160,874	$	(1,419,382)	$	118,972	$	719,977	$	7,618,496
Net income attributable to Vornado Realty L.P.				-		-		-		-		206,917		-		-		206,917
Net income attributable to redeemable
	partnership units			-		-		-		-		(10,935)		-		-		(10,935)
Net income attributable to noncontrolling
	interests in consolidated subsidiaries			-		-		-		-		-		-		14,414		14,414
Distributions to Vornado				-		-		-		-		(268,817)		-		-		(268,817)
Distributions to preferred unitholders				-		-		-		-		(32,258)		-		-		(32,258)
Class A Units issued to Vornado:
	Upon redemption of redeemable Class A
		units, at redemption value		-		-		249		25,562		-		-		-		25,562
	Under Vornado's employees' share option
		plan		-		-		103		8,846		-		-		-		8,846
	Under Vornado's dividend reinvestment plan			-		-		8		780		-		-		-		780
Contributions				-		-		-		-		-		-		991		991
Distributions:
	Real estate fund investments			-		-		-		-		-		-		(6,200)		(6,200)
	Other			-		-		-		-		-		-		(1,339)		(1,339)
Conversion of Series A preferred units
	to Class A units			(2)		(44)		2		44		-		-		-		-
Deferred compensation units and options				-		-		2		1,076		(285)		-		-		791
Reduction in unrealized net gain on
	available-for-sale securities			-		-		-		-		-		(16,215)		-		(16,215)
Pro rata share of amounts
	reclassified related to a
	nonconsolidated subsidiary			-		-		-		-		-		9,268		-		9,268
Pro rata share of other comprehensive loss
	of nonconsolidated subsidiaries			-		-		-		-		-		(1,031)		-		(1,031)
Increase in value of interest rate swaps				-		-		-		-		-		4,636		-		4,636
Adjustments to carry redeemable Class A
	units at redemption value			-		-		-		90,208		-		-		-		90,208
Redeemable partnership units' share of
	above adjustments			-		-		-		-		-		207		-		207
Other				-		-		-		-		(46)		2		(47)		(91)
Balance, June 30, 2017				42,823	$	1,038,011		189,465	$	7,287,390	$	(1,524,806)	$	115,839	$	727,796	$	7,644,230


See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)


(Amounts in thousands)															Non-
													Accumulated		controlling
							Class A Units				Earnings		Other		Interests in
			Preferred Units				Owned by Vornado				Less Than		Comprehensive		Consolidated		Total
			Units		Amount		Units		Amount		Distributions		Income		Subsidiaries		Equity
Balance, December 31, 2015				52,677	$	1,276,954		188,577	$	7,140,500	$	(1,766,780)	$	46,921	$	778,483	$	7,476,078
Net income attributable to Vornado Realty L.P.				-		-		-		-		154,071		-		-		154,071
Net income attributable to redeemable
	partnership units			-		-		-		-		(7,044)		-		-		(7,044)
Net income attributable to noncontrolling
	interests in consolidated subsidiaries			-		-		-		-		-		-		22,703		22,703
Distributions to Vornado				-		-		-		-		(237,832)		-		-		(237,832)
Distributions to preferred unitholders				-		-		-		-		(40,727)		-		-		(40,727)
Class A Units issued to Vornado:
	Upon redemption of redeemable Class A
		units, at redemption value		-		-		195		18,208		-		-		-		18,208
	Under Vornado's employees' share option plan			-		-		38		3,093		-		-		-		3,093
	Under Vornado's dividend reinvestment plan			-		-		8		717		-		-		-		717
Contributions				-		-		-		-		-		-		19,674		19,674
Distributions:
	Real estate fund investments			-		-		-		-		-		-		(56,533)		(56,533)
	Other			-		-		-		-		-		-		(10,970)		(10,970)
Deferred compensation units and options				-		-		7		954		(186)		-		-		768
Increase in unrealized net gain
	on available-for-sale securities			-		-		-		-		-		39,113		-		39,113
Pro rata share of other comprehensive loss
	of nonconsolidated subsidiaries			-		-		-		-		-		(622)		-		(622)
Reduction in value of interest rate swaps				-		-		-		-		-		(11,170)		-		(11,170)
Adjustments to carry redeemable Class A
	units at redemption value			-		-		-		(20,369)		-		-		-		(20,369)
Redeemable partnership units' share of
	above adjustments			-		-		-		-		-		(1,685)		-		(1,685)
Other				-		-		1		(1)		(7)		(1)		111		102
Balance, June 30, 2016				52,677	$	1,276,954		188,826	$	7,143,102	$	(1,898,505)	$	72,556	$	753,468	$	7,347,575


See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)			For the Six Months Ended June 30,
			2017		2016
Cash Flows from Operating Activities:
Net income			$	221,331	$	176,774
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization (including amortization of deferred financing costs)			289,898		299,541
	Equity in net (income) loss of partially owned entities			(47,721)		3,598
	Distributions of income from partially owned entities			44,778		42,012
	Other non-cash adjustments			30,070		23,049
	Straight-lining of rents			(28,581)		(83,883)
	Amortization of below-market leases, net			(24,391)		(29,811)
	Net realized and unrealized loss (gain) on real estate fund investments			6,201		(21,277)
	Net gains on sale of real estate and other			(2,267)		(2,210)
	Net gains on disposition of wholly owned and partially owned assets			(501)		(160,225)
	Skyline properties impairment loss			-		160,700
	Return of capital from real estate fund investments			-		71,888
	Changes in operating assets and liabilities:
		Tenant and other receivables, net		8,446		2,358
		Prepaid assets		(148,446)		(131,927)
		Other assets		(8,402)		(29,303)
		Accounts payable and accrued expenses		(1,324)		6,634
		Other liabilities		(22,874)		(9,113)
Net cash provided by operating activities				316,217		318,805

Cash Flows from Investing Activities:
	Development costs and construction in progress			(191,073)		(277,214)
	Additions to real estate			(139,611)		(170,265)
	Distributions of capital from partially owned entities			113,507		92,465
	Investments in partially owned entities			(27,720)		(90,659)
	Acquisitions of real estate and other			(11,841)		(91,100)
	Proceeds from sales of real estate and related investments			5,180		159,888
	Proceeds from repayments of mortgage loans receivable			29		22
	Net deconsolidation of 7 West 34th Street			-		(48,000)
	Investments in loans receivable and other			-		(11,700)
	Purchases of marketable securities			-		(4,379)
Net cash used in investing activities				(251,529)		(440,942)

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)

(Amounts in thousands)			For the Six Months Ended June 30,
			2017		2016
Cash Flows from Financing Activities:
	Distributions to Vornado		$	(268,817)	$	(237,832)
	Proceeds from borrowings			226,929		1,325,246
	Distributions to preferred unitholders			(32,258)		(40,727)
	Distributions to redeemable security holders and noncontrolling interests in
		consolidated subsidiaries		(25,617)		(83,266)
	Repayments of borrowings			(13,971)		(1,032,115)
	Proceeds received from exercise of Vornado stock options			9,626		3,810
	Debt issuance and other costs			(2,919)		(29,478)
	Contributions from noncontrolling interests in consolidated subsidiaries			991		11,874
	Repurchase of Class A units related to stock compensation agreements and related
		tax withholdings and other		(285)		(186)
Net cash used in financing activities				(106,321)		(82,674)
Net decrease in cash and cash equivalents and restricted cash				(41,633)		(204,811)
Cash and cash equivalents and restricted cash at beginning of period				1,599,322		1,943,506
Cash and cash equivalents and restricted cash at end of period			$	1,557,689	$	1,738,695


Reconciliation of Cash and Cash Equivalents and Restricted Cash:
	Cash and cash equivalents at beginning of period			$	1,501,027	$	1,835,707
	Restricted cash at beginning of period				98,295		107,799
	Cash and cash equivalents and restricted cash at beginning of period			$	1,599,322	$	1,943,506

	Cash and cash equivalents at end of period			$	1,471,303	$	1,644,067
	Restricted cash at end of period				86,386		94,628
	Cash and cash equivalents and restricted cash at end of period			$	1,557,689	$	1,738,695

Supplemental Disclosure of Cash Flow Information:
	Cash payments for interest, excluding capitalized interest of $20,050 and $13,918			$	175,718	$	181,432
	Cash payments for income taxes			$	3,151	$	5,003

Non-Cash Investing and Financing Activities:
	Adjustments to carry redeemable Class A units at redemption value			$	90,208	$	(20,369)
	Accrued capital expenditures included in accounts payable and accrued expenses				59,733		144,079
	Write-off of fully depreciated assets				(35,727)		(220,654)
	(Reduction) increase in unrealized net gain on available-for-sale securities				(16,215)		39,113
	Decrease in assets and liabilities resulting from the deconsolidation of investments
		that were previously consolidated:
			Real estate, net		-		(122,047)
			Mortgage payable, net		-		(290,418)

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization

Vornado Realty Trust (“Vornado”) is a fully integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 93.6% of the common limited partnership interest in, the Operating Partnership as of June 30, 2017. All references to the “Company,” “we,” “us,” and “our” mean collectively Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

On July 17, 2017, we completed the spin-off of our Washington, DC segment comprised of (i) 37 office properties totaling over 11.1 million square feet, five multifamily properties with 3,133 units and five other assets totaling approximately 406,000 square feet and (ii) 18 future development assets totaling over 10.4 million square feet of estimated potential development density, and $275.0 million of cash to JBG SMITH Properties (“JBGS”). On July 18, 2017, JBGS was combined with the management business and certain Washington, DC assets of The JBG Companies (“JBG”), a Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, is the Chairman of the Board of Trustees of JBGS. Mitchell Schear, former President of our Washington, DC business, is a member of the Board of Trustees of JBGS. We are providing transition services to JBGS initially including information technology, financial reporting and payroll services. The spin-off was effected through a tax-free distribution by Vornado to the holders of Vornado common shares of all of the common shares of JBGS at the rate of one JBGS common share for every two common shares of Vornado and the distribution by the Operating Partnership to the holders of its common units of all of the outstanding common units of JBG SMITH Properties LP (“JBGSLP”) at the rate of one JBGSLP common unit for every two common units of VRLP held of record. See JBGS’ Amendment No. 3 on Form 10 (File No. 001-37994) filed with the Securities and Exchange Commission on June 9, 2017 for additional information. Beginning in the third quarter of 2017, the historical financial results of our Washington, DC segment will be reflected in our consolidated financial statements as discontinued operations for all periods presented.

2. Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2016, as filed with the SEC.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the operating results for the full year.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

3. Recently Issued Accounting Literature

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update ("ASU 2014-09") establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. When adopting this standard, we are permitted to use either the full retrospective method or the modified retrospective method. We will adopt this standard effective as of January 1, 2018 and currently expect to utilize the modified retrospective method of adoption. We have progressed with our project plan for adopting this standard, including gathering and evaluating the inventory of our revenue streams. We expect this standard will have an impact on the presentation of certain lease and non-lease components of revenue from leases upon the adoption of the update (“ASU 2016-02”) Leases with no impact on “total revenues.” We expect this standard will have an impact on the timing of gains on certain sales of real estate. We are continuing to evaluate the impact of this standard on our consolidated financial statements.

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASC Topic 825, Financial Instruments. ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. While the adoption of this standard requires us to continue to measure “marketable securities” at fair value at each reporting date, the changes in fair value will be recognized in current period earnings as opposed to “other comprehensive income.”

In February 2016, the FASB issued an update ASU 2016-02 establishing ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the overall impact of the adoption of ASU 2016-02 on our consolidated financial statements, including the timing of adopting this standard. ASU 2016-02 will more significantly impact the accounting for leases in which we are a lessee. We have a number of ground leases for which we will be required to record a right-of-use asset and lease liability equal to the present value of the remaining minimum lease payments upon adoption of this standard. We also expect that this standard will have an impact on the presentation of certain lease and non-lease components of revenue from leases with no impact on “total revenues.” In particular, items such as reimbursable real estate taxes and insurance expenses, will be presented in “property rentals” and non-lease components, such as certain reimbursable operating expenses, will be presented in “tenant expense reimbursements” on our consolidated statements of income.

In March 2016, the FASB issued an update (“ASU 2016-09”) Improvements to Employee Share-Based Payment Accounting to ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. The adoption of this update as of January 1, 2017, did not have a material impact on our consolidated financial statements.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

3. Recently Issued Accounting Literature - continued

In August 2016, the FASB issued an update (“ASU 2016-15”) Classification of Certain Cash Receipts and Cash Payments to ASC Topic 230, Statement of Cash Flows. ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-15 effective January 1, 2017, with retrospective application to our consolidated statements of cash flows. The adoption of ASU 2016-15 impacted our classification of distributions received from equity method investees. We selected the nature of earnings approach for classifying distributions. Under this approach, the distributions from equity method investees are classified on the basis of the nature of the activity of the investee that generated the distribution. The retrospective application of ASU 2016-15 resulted in the reclassification of certain distributions of income from partially owned entities to distributions of capital from partially owned entities, which reduced net cash provided by operating activities and net cash used in investing activities by $4,488 ,000 for the six months ended June 30, 2016.

In November 2016, the FASB issued an update (“ASU 2016-18”) Restricted Cash to ASC Topic 230, Statement of Cash Flows. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period balances on the statement of cash flows upon adoption of this standard. ASU 2016-18 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-18 effective January 1, 2017, with retrospective application to our consolidated statements of cash flows. Accordingly, the consolidated statements of cash flows present a reconciliation of the changes in cash and cash equivalents and restricted cash. Restricted cash primarily consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind Exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

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

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

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

4. Real Estate Fund Investments

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

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

As of June 30, 2017, we had six real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $455,692,000, or $143,092,000 in excess of cost, and had remaining unfunded commitments of $117,902,000, of which our share was $34,519,000. Below is a summary of income from the Fund and the Crowne Plaza Joint Venture for the three and six months ended June 30, 2017 and 2016.

(Amounts in thousands)		For the Three Months Ended				For the Six Months Ended
		June 30,				June 30,
		2017		2016		2017		2016
Net investment income		$	3,646	$	1,723	$	10,860	$	6,396
Net realized gain on exited investments			-		-		241		14,676
Previously recorded unrealized gain on exited investment			-		-		-		(14,254)
Net unrealized gain (loss) on held investments			745		14,666		(6,442)		20,855
Income from real estate fund investments⁽¹⁾			4,391		16,389		4,659		27,673
Less income attributable to noncontrolling interests
	in consolidated subsidiaries		(4,695)		(8,845)		(8,198)		(14,818)
(Loss) income from real estate fund investments attributable to
	the Operating Partnership		(304)		7,544		(3,539)		12,855
Less loss (income) attributable to noncontrolling interests
	in the Operating Partnership		19		(465)		221		(794)
(Loss) income from real estate fund investments attributable to
	Vornado	$	(285)	$	7,079	$	(3,318)	$	12,061


(1)	Excludes $1,381 and $935 of management and leasing fees for the three months ended June 30, 2017 and 2016, respectively, and $2,381 and $1,695 for the six months ended June 30, 2017 and 2016, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

5. Marketable Securities

Below is a summary of our marketable securities portfolio as of June 30, 2017 and December 31, 2016.

(Amounts in thousands)		As of June 30, 2017						As of December 31, 2016
				GAAP		Unrealized				GAAP		Unrealized
		Fair Value		Cost		Gain		Fair Value		Cost		Gain
Equity securities:
	Lexington Realty Trust	$	183,027	$	72,549	$	110,478	$	199,465	$	72,549	$	126,916
	Other		4,462		650		3,812		4,239		650		3,589
		$	187,489	$	73,199	$	114,290	$	203,704	$	73,199	$	130,505

6. Investments in Partially Owned Entities

Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX)

As of June 30, 2017, we own 1,654,068 Alexander’s common shares, representing a 32.4% interest in Alexander’s. We account for our investment in Alexander’s under the equity method. We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.

As of June 30, 2017, the market value (“fair value” pursuant to ASC Topic 820, Fair Value Measurements (“ASC 820”)) of our investment in Alexander’s, based on Alexander’s June 30, 2017 closing share price of $421.46, was $697,124,000, or $570,494,000 in excess of the carrying amount on our consolidated balance sheet. As of June 30, 2017, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $39,468,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.

On June 1, 2017, Alexander’s completed a $500,000,000 refinancing of the office portion of 731 Lexington Avenue. The interest-only loan is at LIBOR plus 0.90% (2.06% at June 30, 2017) and matures in June 2020 with four one-year extension options. In connection therewith, Alexander’s purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6%. The property was previously encumbered by a $300,000,000 interest-only mortgage at LIBOR plus 0.95% which was scheduled to mature in March 2021.

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

As of June 30, 2017, we own 5,717,184 UE operating partnership units, representing a 4.8% ownership interest in UE. We account for our investment in UE under the equity method and record our share of UE’s net income or loss on a one-quarter lag basis. In 2017 and 2016, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, and (ii) our affiliate, Alexander’s, Rego Park retail assets. As of June 30, 2017, the fair value of our investment in UE, based on UE’s June 30, 2017 closing share price of $23.73, was $135,669,000, or $93,777,000 in excess of the carrying amount on our consolidated balance sheet.

During the six months ended June 30, 2017, UE issued approximately 14,000,000 operating partnership units related to property acquisitions and a public offering of its common stock. As a result, our ownership interest in UE decreased to 4.8% from 5.4%. In accordance with ASC 323-10-40-1, we account for a unit issuance by an equity method investee as if we had sold a proportionate share of our investment. The average issuance price per unit of the newly issued UE capital is $26.07. Our average per unit carrying amount is $4.55. Accordingly, we recorded a $15,900,000 net gain in connection with this issuance which is included in “income (loss) from partially owned entities” on our consolidated statements of income.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

6. Investments in Partially Owned Entities – continued

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

As of June 30, 2017, we own 6,250,000 PREIT operating partnership units, representing an 8.0% interest in PREIT. We account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag basis. As of June 30, 2017, the fair value of our investment in PREIT, based on PREIT’s June 30, 2017 closing share price of $11.32, was $70,750,000, or $46,854,000 below the carrying amount on our consolidated balance sheet. As of June 30, 2017, the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately $84,087,000. The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received over our share of the book value of PREIT’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of PREIT’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in PREIT’s net loss. The basis difference related to the land will be recognized upon disposition of our investment.

Farley Post Office Joint Venture

In September 2016, our 50.1% joint venture with the Related Companies (“Related”) was designated by Empire State Development (“ESD”), an entity of New York State to redevelop the historic Farley Post Office building. The building will include a new Moynihan Train Hall and approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. On June 15, 2017, the joint venture closed a 99-year, triple-net lease with ESD for the commercial space at the Farley Post Office building and made a $230,000,000 upfront contribution, of which our share is $115,230,000, towards the construction of the train hall. The lease calls for annual rent payments of $5,000,000 plus payments in lieu of real estate taxes. Simultaneously, the joint venture completed a $271,000,000 loan facility, with an initial advance of $202,299,000. The interest only loan is at LIBOR plus 3.25% (4.41% at June 30, 2017) and matures in June 2019 with two one-year extension options.

The joint venture has also entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bears a full guaranty from Skanska AB.

Mezzanine Loan – New York

On May 9, 2017, a $150,000,000 mezzanine loan owned by a joint venture in which we have a 33.3% ownership interest was repaid at its maturity and we received our $50,000,000 share. The mezzanine loan earned interest at LIBOR plus 9.42%.

Sterling Suffolk Racecourse, LLC (“Suffolk Downs JV”)

On May 26, 2017, Suffolk Downs JV, a joint venture in which we have a 21.2% equity interest, sold the property comprising the Suffolk Downs race track in East Boston, Massachusetts (“Suffolk Downs”) for $155,000,000, which resulted in net proceeds and a net gain to us of $15,314,000. In addition, we were repaid $29,318,000 of principal and $6,129,000 of accrued interest on our debt investments in Suffolk Downs JV, resulting in a net gain of $11,373,000.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

6. Investments in Partially Owned Entities – continued

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

(Amounts in thousands)		Percentage
		Ownership at		Balance as of
		June 30, 2017		June 30, 2017		December 31, 2016
Investments:
	Partially owned office buildings⁽¹⁾		Various	$	804,492	$	825,421
	Alexander’s		32.4%		126,630		129,324
	PREIT		8.0%		117,604		122,883
	UE		4.8%		41,892		24,523
	India real estate ventures		4.1%-36.5%		26,491		30,290
	Other investments⁽²⁾		Various		236,980		295,578
				$	1,354,089	$	1,428,019

	7 West 34th Street⁽³⁾		53.0%	$	(45,789)	$	(43,022)


(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue, 61 Ninth Avenue and others.
(2)	Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Farley Post Office Joint Venture, Toys "R" Us, Inc. (which has a carrying amount of zero) and others.
(3)	Our negative basis results from a deferred gain from the sale of a 47.0% ownership interest in the property and is included in "other liabilities" on our consolidated balance sheets.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

6. Investments in Partially Owned Entities – continued

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

(Amounts in thousands)				Percentage		For the Three Months Ended				For the Six Months Ended
				Ownership at		June 30,				June 30,
				June 30, 2017		2017		2016		2017		2016
Our Share of Net Income (Loss):
		UE (see page 23 for details):
			Net gain resulting from UE operating
			partnership unit issuances		4.8%	$	15,900	$	-	$	15,900	$	-
			Equity in net earnings				2,894		1,071		3,985		1,947
			Management fees				209		209		418		418
							19,003		1,280		20,303		2,365

		Alexander's (see page 23 for details):
			Equity in net income		32.4%		6,690		6,812		13,582		13,749
			Management, leasing and development fees				1,507		1,688		3,016		3,413
							8,197		8,500		16,598		17,162

		Partially owned office buildings⁽¹⁾			Various		(7,897)		(12,398)		(17,840)		(26,647)

		India real estate ventures			4.1%-36.5%		(1,644)		(1,934)		10		(2,620)

		PREIT (see page 24 for details)			8.0%		(902)		(527)		(3,732)		(4,815)

		Other investments⁽²⁾			Various		29,519		5,721		32,382		10,957

						$	46,276	$	642	$	47,721	$	(3,598)


(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.
(2)	Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Toys "R" Us, Inc. and others. In the second quarter of 2017, we recognized $26,687 of net gains, comprised of $15,314 representing our share of a net gain on the sale of Suffolk Downs and $11,373 representing the net gain on repayment of our debt investments in Suffolk Downs JV. See page 24 for details.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

7. Dispositions

Discontinued Operations

The tables below set forth the assets and liabilities related to discontinued operations as of June 30, 2017 and December 31, 2016 and their combined results of operations and cash flows for the three and six months ended June 30, 2017 and 2016.

(Amounts in thousands)	Balance as of
	June 30, 2017		December 31, 2016
Assets related to discontinued operations:
Real estate, net	$	1,927	$	2,642
Other assets		2,451		2,928
	$	4,378	$	5,570

Liabilities related to discontinued operations:
Other liabilities	$	2,406	$	2,870

(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016
Income from discontinued operations:
Total revenues	$	848	$	947	$	1,172	$	2,129
Total expenses		185		682		348		1,148
		663		265		824		981
Net gains on the sale of real estate		-		2,210		2,267		2,210
Pretax income from discontinued operations		663		2,475		3,091		3,191
Income tax expense		-		-		-		-
Income from discontinued operations	$	663	$	2,475	$	3,091	$	3,191

(Amounts in thousands)					For the Six Months Ended June 30,
					2017		2016
Cash flows related to discontinued operations:
Cash flows from operating activities					$	400	$	(4,685)
Cash flows from investing activities						3,419		-

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

8. Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily acquired below-market leases) as of June 30, 2017 and December 31, 2016.

(Amounts in thousands)	Balance as of
	June 30, 2017		December 31, 2016
Identified intangible assets:
Gross amount	$	387,791	$	400,061
Accumulated amortization		(211,285)		(207,330)
Total, net	$	176,506	$	192,731
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	581,471	$	586,969
Accumulated amortization		(340,131)		(323,183)
Total, net	$	241,340	$	263,786

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $12,932,000 and $12,301,000 for the three months ended June 30, 2017 and 2016, respectively, and $24,391,000 and $29,808,000 for the six months ended June 30, 2017 and 2016, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2018 is as follows:

(Amounts in thousands)
2018	$	44,474
2019		32,297
2020		23,472
2021		18,646
2022		15,530

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $6,971,000 and $8,066,000 for the three months ended June 30, 2017 and 2016, respectively, and $14,079,000 and $15,859,000 for the six months ended June 30, 2017 and 2016, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2018 is as follows:

(Amounts in thousands)
2018	$	20,073
2019		15,737
2020		12,291
2021		11,288
2022		9,532

We are a tenant under ground leases for certain properties. Amortization of these acquired below-market leases, net of above-market leases, resulted in an increase to rent expense (a component of operating expense) of $458,000 and $458,000 for the three months ended June 30, 2017 and 2016, respectively, and $916,000 and $916,000 for the six months ended June 30, 2017 and 2016, respectively. Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2018 is as follows:

(Amounts in thousands)
2018	$	1,832
2019		1,832
2020		1,832
2021		1,832
2022		1,832

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

9. Debt

The following is a summary of our debt:

(Amounts in thousands)			Interest Rate at		Balance as of
			June 30, 2017		June 30, 2017		December 31, 2016
Mortgages Payable:
	Fixed rate			3.84%	$	6,084,795	$	6,099,873
	Variable rate			2.93%		3,502,460		3,274,424
		Total		3.51%		9,587,255		9,374,297
	Deferred financing costs, net and other					(84,561)		(96,034)
		Total, net			$	9,502,694	$	9,278,263

Unsecured Debt:
	Senior unsecured notes			3.68%	$	850,000	$	850,000
	Deferred financing costs, net and other					(3,714)		(4,423)
		Senior unsecured notes, net				846,286		845,577

	Unsecured term loan			2.37%		375,000		375,000
	Deferred financing costs, net and other					(2,025)		(2,785)
		Unsecured term loan, net				372,975		372,215

	Unsecured revolving credit facilities			2.14%		115,630		115,630

		Total, net			$	1,334,891	$	1,333,422

On June 20, 2017, we completed a $220,000,000 financing of The Bartlett, a 699-unit residential building with a 39,000 square foot Whole Foods Market at its base, located in Arlington, Virginia. The five-year interest-only loan is at LIBOR plus 1.70% (2.90% at June 30, 2017), and matures in June 2022. On July 17, 2017, the property, the loan and the $217,000,000 of net proceeds were transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

10. Redeemable Noncontrolling Interests/Redeemable Partnership Units

Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership.

(Amounts in thousands)
Balance as of December 31, 2015	$	1,229,221
Net income		7,044
Other comprehensive income		1,685
Distributions		(15,763)
Redemption of Class A units for common shares/units, at redemption value		(18,208)
Adjustments to carry redeemable Class A units at redemption value		20,369
Other, net		21,149
Balance as of June 30, 2016	$	1,245,497

Balance as of December 31, 2016	$	1,278,446
Net income		10,935
Other comprehensive loss		(207)
Distributions		(18,078)
Redemption of Class A units for common shares/units, at redemption value		(25,562)
Adjustments to carry redeemable Class A units at redemption value		(90,208)
Other, net		21,758
Balance as of June 30, 2017	$	1,177,084

As of June 30, 2017 and December 31, 2016, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $1,171,656,000 and $1,273,018,000, respectively.

Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $50,561,000 as of June 30, 2017 and December 31, 2016. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

11. Accumulated Other Comprehensive Income (“AOCI”)

The following tables set forth the changes in accumulated other comprehensive income by component.

(Amounts in thousands)				Securities		Pro rata share of		Interest
				available-		nonconsolidated		rate
		Total		for-sale		subsidiaries' OCI		swaps		Other
For the Three Months Ended June 30, 2017
Balance as of March 31, 2017		$	119,019	$	115,496	$	(2,841)	$	13,908	$	(7,544)
	OCI before reclassifications		(3,180)		(1,206)		(980)		(1,206)		212
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			(3,180)		(1,206)		(980)		(1,206)		212
Balance as of June 30, 2017		$	115,839	$	114,290	$	(3,821)	$	12,702	$	(7,332)

For the Three Months Ended June 30, 2016
Balance as of March 31, 2016		$	53,399	$	89,542	$	(9,313)	$	(23,563)	$	(3,267)
	OCI before reclassifications		19,157		28,019		(628)		(6,975)		(1,259)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			19,157		28,019		(628)		(6,975)		(1,259)
Balance as of June 30, 2016		$	72,556	$	117,561	$	(9,941)	$	(30,538)	$	(4,526)

For the Six Months Ended June 30, 2017
Balance as of December 31, 2016		$	118,972	$	130,505	$	(12,058)	$	8,066	$	(7,541)
	OCI before reclassifications		(12,401)		(16,215)		(1,031)		4,636		209
	Amounts reclassified from AOCI		9,268		-		9,268		-		-
Net current period OCI			(3,133)		(16,215)		8,237		4,636		209
Balance as of June 30, 2017		$	115,839	$	114,290	$	(3,821)	$	12,702	$	(7,332)

For the Six Months Ended June 30, 2016
Balance as of December 31, 2015		$	46,921	$	78,448	$	(9,319)	$	(19,368)	$	(2,840)
	OCI before reclassifications		25,635		39,113		(622)		(11,170)		(1,686)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			25,635		39,113		(622)		(11,170)		(1,686)
Balance as of June 30, 2016		$	72,556	$	117,561	$	(9,941)	$	(30,538)	$	(4,526)

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

12. Variable Interest Entities (“VIEs”)

Unconsolidated VIEs

As of June 30, 2017 and December 31, 2016, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 6 – Investments in Partially Owned Entities). As of June 30, 2017 and December 31, 2016, the net carrying amount of our investments in these entities was $393,418,000 and $392,150,000, respectively, and our maximum exposure to loss in these entities is limited to our investments.

Consolidated VIEs

Our most significant consolidated VIEs are the Operating Partnership (for Vornado), real estate fund investments, and certain properties that have noncontrolling interests. These entities are VIEs because the noncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all of their significant business activities.

As of June 30, 2017, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $3,648,565,000 and $1,756,632,000, respectively. As of December 31, 2016, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $3,638,483,000 and $1,762,322,000, respectively.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

13. Fair Value Measurements

ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheet), (iv) interest rate swaps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of June 30, 2017 and December 31, 2016, respectively.

(Amounts in thousands)		As of June 30, 2017
		Total		Level 1		Level 2		Level 3
Marketable securities		$	187,489	$	187,489	$	-	$	-
Real estate fund investments			455,692		-		-		455,692
Deferred compensation plan assets ($2,691 included in restricted
	cash and $101,875 in other assets)		104,566		54,717		-		49,849
Interest rate swaps (included in other assets)			20,998		-		20,998		-
	Total assets	$	768,745	$	242,206	$	20,998	$	505,541

Mandatorily redeemable instruments (included in other liabilities)		$	50,561	$	50,561	$	-	$	-
Interest rate swap (included in other liabilities)			5,011		-		5,011		-
	Total liabilities	$	55,572	$	50,561	$	5,011	$	-

(Amounts in thousands)		As of December 31, 2016
		Total		Level 1		Level 2		Level 3
Marketable securities		$	203,704	$	203,704	$	-	$	-
Real estate fund investments			462,132		-		-		462,132
Deferred compensation plan assets ($4,187 included in restricted
	cash and $117,187 in other assets)		121,374		63,930		-		57,444
Interest rate swaps (included in other assets)			21,816		-		21,816		-
	Total assets	$	809,026	$	267,634	$	21,816	$	519,576

Mandatorily redeemable instruments (included in other liabilities)		$	50,561	$	50,561	$	-	$	-
Interest rate swap (included in other liabilities)			10,122		-		10,122		-
	Total liabilities	$	60,683	$	50,561	$	10,122	$	-

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

13. Fair Value Measurements – continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Real Estate Fund Investments

As of June 30, 2017, we had six real estate fund investments with an aggregate fair value of $455,692,000, or $143,092,000 in excess of cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 0.3 to 3.5 years. Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs.

The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments at June 30, 2017 and December 31, 2016.

			Weighted Average
	Range		(based on fair value of investments)
Unobservable Quantitative Input	June 30, 2017	December 31, 2016	June 30, 2017	December 31, 2016
Discount rates	3.0% to 16.0%	10.0% to 14.9%	11.1%	12.6%
Terminal capitalization rates	4.7% to 5.8%	4.3% to 5.8%	5.5%	5.3%

The above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the three and six months ended June 30, 2017 and 2016.

(Amounts in thousands)	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
		2017		2016	2017		2016
Beginning balance	$	454,946	$	566,696	$	462,132	$	574,761
Dispositions / distributions		-		(57,212)		-		(71,888)
Net unrealized gain (loss)		745		14,666		(6,442)		20,855
Net realized gain		-		-		241		422
Other, net		1		-		(239)		-
Ending balance	$	455,692	$	524,150	$	455,692	$	524,150

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

13. Fair Value Measurements – continued

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The third party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the three and six months ended June 30, 2017 and 2016.

(Amounts in thousands)	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
		2017		2016	2017		2016
Beginning balance	$	56,910	$	57,184	$	57,444	$	59,186
Purchases		1,350		1,106		1,813		2,272
Sales		(9,375)		(779)		(12,112)		(2,151)
Realized and unrealized gains		830		2,219		1,905		312
Other, net		134		410		799		521
Ending balance	$	49,849	$	60,140	$	49,849	$	60,140

Fair Value Measurements on a Nonrecurring Basis

There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets as of June 30, 2017 and December 31, 2016.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair values of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair values of our secured and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of June 30, 2017 and December 31, 2016.

(Amounts in thousands)		As of June 30, 2017					As of December 31, 2016
		Carrying			Fair		Carrying			Fair
		Amount			Value		Amount			Value
Cash equivalents		$	1,103,553		$	1,103,553	$	1,307,105		$	1,307,105
Debt:
	Mortgages payable	$	9,587,255		$	9,626,000	$	9,374,297		$	9,356,000
	Senior unsecured notes		850,000			887,000		850,000			899,000
	Unsecured term loan		375,000			375,000		375,000			375,000
	Unsecured revolving credit facilities		115,630			116,000		115,630			116,000
	Total	$	10,927,885	⁽¹⁾	$	11,004,000	$	10,714,927	⁽¹⁾	$	10,746,000


(1)	Excludes $90,300 and $103,242 of deferred financing costs, net and other as of June 30, 2017 and December 31, 2016, respectively.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

14. Stock-based Compensation

Vornado’s 2010 Omnibus Share Plan provides for grants of incentive and non-qualified Vornado stock options, restricted stock, restricted Operating Partnership units and Out-Performance Plan awards to certain of our employees and officers. We account for all equity-based compensation in accordance with ASC 718. Equity-based compensation expense was $7,349,000 and $7,215,000 for the three months ended June 30, 2017 and 2016, respectively, and $21,626,000 and $21,786,000 for the six months ended June 30, 2017 and 2016, respectively.

15. Fee and Other Income

The following table sets forth the details of fee and other income:

(Amounts in thousands)	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
BMS cleaning fees	$	21,294	$	18,794	$	43,290	$	36,940
Management and leasing fees		4,892		4,604		9,529		9,403
Lease termination fees		1,459		3,199		5,625		5,604
Other income		8,413		7,092		16,974		15,712
	$	36,058	$	33,689	$	75,418	$	67,659

Management and leasing fees include management fees from Interstate Properties, a related party, of $124,000 and $128,000 for the three months ended June 30, 2017 and 2016, respectively, and $252,000 and $262,000 for the six months ended June 30, 2017 and 2016, respectively. The above table excludes fee income from partially owned entities, which is included in “income (loss) from partially owned entities” (see Note 6 – Investments in Partially Owned Entities).

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

16. Interest and Other Investment Income, Net

The following table sets forth the details of interest and other investment income, net:

(Amounts in thousands)		For the Three Months Ended				For the Six Months Ended
		June 30,				June 30,
		2017		2016		2017		2016
Dividends on marketable securities		$	3,539	$	3,230	$	6,984	$	6,445
Interest on loans receivable			2,102		748		2,845		1,496
Mark-to-market income of investments in our
	deferred compensation plan⁽¹⁾		789		4,359		3,258		2,421
Other, net			2,877		1,899		5,448		3,392
		$	9,307	$	10,236	$	18,535	$	13,754


(1)	This income is entirely offset by the expense resulting from the mark-to-market of the deferred compensation plan liability, which is included in "general and administrative" expense.

17. Interest and Debt Expense

The following table sets forth the details of interest and debt expense:

(Amounts in thousands)	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Interest expense	$	100,486	$	104,435	$	197,060	$	204,730
Amortization of deferred financing costs		8,353		8,508		17,334		17,773
Capitalized interest and debt expense		(12,042)		(7,367)		(23,312)		(16,438)
	$	96,797	$	105,576	$	191,082	$	206,065

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

18. Income Per Share/Income Per Class A Unit

Vornado Realty Trust

The following table provides a reconciliation of both net income and the number of common shares used in the computation of (i) basic income per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income per common share - which includes the weighted average common shares and dilutive share equivalents. Dilutive share equivalents may include our Series A convertible preferred shares, employee stock options, restricted stock awards and Out-Performance Plan awards.

(Amounts in thousands, except per share amounts)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Numerator:
	Income from continuing operations, net of income
		attributable to noncontrolling interests	$	131,479	$	238,504	$	193,084	$	144,033
	Income from discontinued operations, net of income
		attributable to noncontrolling interests		622		2,322		2,898		2,994
	Net income attributable to Vornado			132,101		240,826		195,982		147,027
	Preferred share dividends			(16,129)		(20,363)		(32,258)		(40,727)
	Net income attributable to common shareholders			115,972		220,463		163,724		106,300
	Earnings allocated to unvested participating securities			(13)		(25)		(27)		(30)
	Numerator for basic income per share			115,959		220,438		163,697		106,270
	Impact of assumed conversions:
		Convertible preferred share dividends		20		21		-		-
		Earnings allocated to Out-Performance Plan units		-		-		233		24
	Numerator for diluted income per share		$	115,979	$	220,459	$	163,930	$	106,294

Denominator:
	Denominator for basic income per share – weighted average shares			189,395		188,772		189,304		188,715
	Effect of dilutive securities⁽¹⁾:
		Employee stock options and restricted share awards		1,011		1,070		1,089		1,020
		Convertible preferred shares		38		43		-		-
		Out-Performance Plan units		-		-		281		265
	Denominator for diluted income per share – weighted average
		shares and assumed conversions		190,444		189,885		190,674		190,000

INCOME PER COMMON SHARE – BASIC:
	Income from continuing operations, net		$	0.61	$	1.16	$	0.84	$	0.54
	Income from discontinued operations, net			-		0.01		0.02		0.02
	Net income per common share		$	0.61	$	1.17	$	0.86	$	0.56

INCOME PER COMMON SHARE – DILUTED:
	Income from continuing operations, net		$	0.61	$	1.15	$	0.84	$	0.54
	Income from discontinued operations, net			-		0.01		0.02		0.02
	Net income per common share		$	0.61	$	1.16	$	0.86	$	0.56


(1)	The effect of dilutive securities for the three months ended June 30, 2017 and 2016 excludes an aggregate of 12,268 and 12,278 weighted average common share equivalents, respectively, and 12,125 and 12,052 weighted average common share equivalents for the six months ended June 30, 2017 and 2016, respectively, as their effect was anti-dilutive.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

18. Income Per Share/Income Per Class A Unit - continued

Vornado Realty L.P.

The following table provides a reconciliation of both net income and the number of Class A units used in the computation of (i) basic income per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units, and (ii) diluted income per Class A unit - which includes the weighted average Class A units and dilutive unit equivalents. Dilutive unit equivalents may include our Series A convertible preferred units, Vornado stock options, restricted unit awards and Out-Performance Plan awards.

(Amounts in thousands, except per unit amounts)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Numerator:
	Income from continuing operations, net of income
		attributable to noncontrolling interests	$	139,144	$	252,882	$	203,826	$	150,880
	Income from discontinued operations			663		2,475		3,091		3,191
	Net income attributable to Vornado Realty L.P.			139,807		255,357		206,917		154,071
	Preferred unit distributions			(16,177)		(20,412)		(32,355)		(40,824)
	Net income attributable to Class A unitholders			123,630		234,945		174,562		113,247
	Earnings allocated to unvested participating securities			(742)		(1,059)		(1,759)		(1,412)
	Numerator for basic income per Class A unit			122,888		233,886		172,803		111,835
	Impact of assumed conversions:
		Convertible preferred unit distributions		20		22		-		-
	Numerator for diluted income per Class A unit		$	122,908	$	233,908	$	172,803	$	111,835

Denominator:
	Denominator for basic income per Class A unit – weighted
		average units		201,127		200,369		200,987		200,220
	Effect of dilutive securities⁽¹⁾:
		Vornado stock options and restricted unit awards		1,458		1,564		1,630		1,601
		Convertible preferred units		38		42		-		-
	Denominator for diluted income per Class A unit – weighted
		average units and assumed conversions		202,623		201,975		202,617		201,821

INCOME PER CLASS A UNIT – BASIC:
	Income from continuing operations, net		$	0.61	$	1.16	$	0.84	$	0.54
	Income from discontinued operations, net			-		0.01		0.02		0.02
	Net income per Class A unit		$	0.61	$	1.17	$	0.86	$	0.56

INCOME PER CLASS A UNIT – DILUTED:
	Income from continuing operations, net		$	0.61	$	1.15	$	0.84	$	0.54
	Income from discontinued operations, net			-		0.01		0.01		0.01
	Net income per Class A unit		$	0.61	$	1.16	$	0.85	$	0.55


(1)	The effect of dilutive securities for the three months ended June 30, 2017 and 2016 excludes an aggregate of 89 and 187 weighted average Class A unit equivalents, respectively, and 182 and 231 weighted average Class A unit equivalents for the six months ended June 30, 2017 and 2016, respectively, as their effect was anti-dilutive.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

19. Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $180,000,000 per occurrence and in the annual aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,976,000 and 17% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

We continue to monitor the state of the insurance market and the scope and cost of coverage for acts of terrorism. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future.

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

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

19. Commitments and Contingencies – continued

Other Commitments and Contingencies

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

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

Generally, our mortgage loans are non-recourse to us. However, in certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of June 30, 2017, the aggregate dollar amount of these guarantees and master leases is approximately $774,000,000.

As of June 30, 2017, $20,777,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest rate coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

As of June 30, 2017, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $52,000,000.

As of June 30, 2017, we have construction commitments aggregating approximately $543,000,000.

Upon completion of the spin-off of our Washington, DC segment, on July 17, 2017, we incurred approximately $47,000,000 of additional transaction costs, primarily for advisory fees which will be recognized as expense in the quarter ended September 30, 2017.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ and NOI⁽¹⁾ by segment for the three months ended June 30, 2017 and 2016.

(Amounts in thousands)		For the Three Months Ended June 30, 2017
			Total		New York			Washington, DC			Other
Total revenues			$	626,039	$	436,862		$	118,336		$	70,841
Total expenses				442,643		279,835			82,317			80,491
Operating income (loss)				183,396		157,027			36,019			(9,650)
Income (loss) from partially owned entities				46,276		(272)			255			46,293
Income from real estate fund investments				4,391		-			-			4,391
Interest and other investment income (loss), net				9,307		1,499			(23)			7,831
Interest and debt expense				(96,797)		(60,335)			(12,008)			(24,454)
Income before income taxes				146,573		97,919			24,243			24,411
Income tax benefit (expense)				248		906			(362)			(296)
Income from continuing operations				146,821		98,825			23,881			24,115
Income from discontinued operations				663		-			-			663
Net income				147,484		98,825			23,881			24,778
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries			(7,677)		(2,645)			-			(5,032)
Net income attributable to the Operating Partnership				139,807		96,180			23,881			19,746
Interest and debt expense⁽²⁾				118,585		78,202			13,567			26,816
Depreciation and amortization⁽²⁾				168,248		110,449			33,648			24,151
Income tax expense (benefit)⁽²⁾				289		(869)			353			805
EBITDA⁽¹⁾				426,929		283,962	⁽³⁾		71,449	⁽⁴⁾		71,518	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾			(44,580)		(26,741)			(1,826)			(16,013)
NOI⁽¹⁾			$	382,349	$	257,221	⁽³⁾	$	69,623	⁽⁴⁾	$	55,505	⁽⁵⁾

(Amounts in thousands)		For the Three Months Ended June 30, 2016
			Total		New York			Washington, DC			Other
Total revenues			$	621,708	$	425,770		$	127,468		$	68,470
Total expenses				434,894		268,135			89,106			77,653
Operating income (loss)				186,814		157,635			38,362			(9,183)
Income (loss) from partially owned entities				642		(1,001)			(2,370)			4,013
Income from real estate fund investments				16,389		-			-			16,389
Interest and other investment income, net				10,236		1,214			34			8,988
Interest and debt expense				(105,576)		(56,395)			(19,817)			(29,364)
Net gain on disposition of wholly owned and partially
	owned assets			159,511		159,511			-			-
Income (loss) before income taxes				268,016		260,964			16,209			(9,157)
Income tax expense				(2,109)		(816)			(318)			(975)
Income (loss) from continuing operations				265,907		260,148			15,891			(10,132)
Income from discontinued operations				2,475		-			-			2,475
Net income (loss)				268,382		260,148			15,891			(7,657)
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries			(13,025)		(3,397)			-			(9,628)
Net income (loss) attributable to the Operating Partnership				255,357		256,751			15,891			(17,285)
Interest and debt expense⁽²⁾				127,799		71,171			21,926			34,702
Depreciation and amortization⁽²⁾				173,352		111,314			37,196			24,842
Income tax expense ⁽²⁾				4,704		889			2,205			1,610
EBITDA⁽¹⁾				561,212		440,125	⁽³⁾		77,218	⁽⁴⁾		43,869	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾			(74,383)		(50,045)			(6,067)			(18,271)
NOI⁽¹⁾			$	486,829	$	390,080	⁽³⁾	$	71,151	⁽⁴⁾	$	25,598	⁽⁵⁾

See notes on pages 45 through 48.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information - continued

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ and NOI⁽¹⁾ by segment for the six months ended June 30, 2017.

(Amounts in thousands)		For the Six Months Ended June 30, 2017
			Total		New York			Washington, DC			Other
Total revenues			$	1,246,887	$	863,101		$	234,543		$	149,243
Total expenses				907,024		560,656			166,305			180,063
Operating income (loss)				339,863		302,445			68,238			(30,820)
Income (loss) from partially owned entities				47,721		(2,365)			342			49,744
Income from real estate fund investments				4,659		-			-			4,659
Interest and other investment income, net				18,535		2,971			41			15,523
Interest and debt expense				(191,082)		(118,322)			(23,569)			(49,191)
Net gains on disposition of wholly owned and partially
	owned assets			501		-			-			501
Income (loss) before income taxes				220,197		184,729			45,052			(9,584)
Income tax (expense) benefit				(1,957)		763			(716)			(2,004)
Income (loss) from continuing operations				218,240		185,492			44,336			(11,588)
Income from discontinued operations				3,091		-			-			3,091
Net income (loss)				221,331		185,492			44,336			(8,497)
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries			(14,414)		(5,489)			-			(8,925)
Net income (loss) attributable to the Operating Partnership				206,917		180,003			44,336			(17,422)
Interest and debt expense⁽²⁾				234,912		154,125			26,748			54,039
Depreciation and amortization⁽²⁾				339,785		223,259			69,141			47,385
Income tax expense (benefit)⁽²⁾				2,718		(642)			720			2,640
EBITDA⁽¹⁾				784,332		556,745	⁽³⁾		140,945	⁽⁴⁾		86,642	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾			(61,708)		(52,159)			(5,892)			(3,657)
NOI⁽¹⁾			$	722,624	$	504,586	⁽³⁾	$	135,053	⁽⁴⁾	$	82,985	⁽⁵⁾

See notes on pages 45 through 48.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information - continued

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ and NOI⁽¹⁾ by segment for the six months ended June 30, 2016.

(Amounts in thousands)		For the Six Months Ended June 30, 2016
		Total		New York			Washington, DC			Other
Total revenues		$	1,234,745	$	836,595		$	255,480		$	142,670
Total expenses			1,048,211		537,730			345,671			164,810
Operating income (loss)			186,534		298,865			(90,191)			(22,140)
(Loss) income from partially owned entities			(3,598)		(4,564)			(3,679)			4,645
Income from real estate fund investments			27,673		-			-			27,673
Interest and other investment income, net			13,754		2,329			92			11,333
Interest and debt expense			(206,065)		(110,981)			(35,752)			(59,332)
Net gains on disposition of wholly owned and partially
	owned assets		160,225		159,511			-			714
Income (loss) before income taxes			178,523		345,160			(129,530)			(37,107)
Income tax expense			(4,940)		(1,775)			(582)			(2,583)
Income (loss) from continuing operations			173,583		343,385			(130,112)			(39,690)
Income from discontinued operations			3,191		-			-			3,191
Net income (loss)			176,774		343,385			(130,112)			(36,499)
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries		(22,703)		(6,826)			-			(15,877)
Net income (loss) attributable to the Operating Partnership			154,071		336,559			(130,112)			(52,376)
Interest and debt expense⁽²⁾			253,919		142,369			40,637			70,913
Depreciation and amortization⁽²⁾			348,163		219,717			77,795			50,651
Income tax expense⁽²⁾			7,965		1,979			2,470			3,516
EBITDA⁽¹⁾			764,118		700,624	⁽³⁾		(9,210)	⁽⁴⁾		72,704	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾		(133,739)		(97,555)			(10,264)			(25,920)
NOI⁽¹⁾		$	630,379	$	603,069	⁽³⁾	$	(19,474)	⁽⁴⁾	$	46,784	⁽⁵⁾

See notes on pages 45 through 48.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information – continued

Notes to preceding tabular information:

(1)

EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." NOI represents "Net Operating Income" (the equivalent of EBITDA on a cash basis). We calculate EBITDA and NOI on an Operating Partnership basis which is before allocation to the noncontrolling interest of the Operating Partnership. We consider EBITDA 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. We also consider NOI a key non-GAAP financial measure. As properties are bought and sold based on a multiple of NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to those of our peers. EBITDA and NOI should not be considered substitutes for net income. EBITDA and NOI may not be comparable to similarly titled measures employed by other companies.

Our 7.5% interest in Fashion Centre Mall/Washington Tower and our interest in Rosslyn Plaza (ranging from 43.7% to 50.4%) will not be included in the spin-off of our Washington, DC segment and have been reclassified to Other. The prior year's presentation has been conformed to the current year. In addition, on January 1, 2017, we reclassified our investment in 85 Tenth Avenue from Other to the New York segment as a result of the December 1, 2016 repayment of our loans receivable and the receipt of a 49.9% ownership interest in the property.

(2)

Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income (loss) to EBITDA and straight-line rents, amortization of acquired below-market leases, net and other non-cash adjustments in the reconciliation of EBITDA to NOI include our share of these items from partially owned entities.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information – continued

Notes to preceding tabular information - continued:

(3)	The elements of "New York" EBITDA are summarized below.

	(Amounts in thousands)				For the Three Months Ended					For the Six Months Ended
					June 30,					June 30,
					2017		2016			2017		2016
	Office				$	169,327	$	165,576	^(a)	$	339,405	$	320,585	^(a)
	Retail					90,183		91,421	^(a)		179,446		181,022	^(a)
	Residential					6,190		6,337			12,468		12,687
	Alexander's					11,742		11,805			23,304		23,374
	Hotel Pennsylvania					6,520		3,797			2,122		325
		Total New York EBITDA, as adjusted				283,962		278,936			556,745		537,993
	Certain items that impact EBITDA:
		Net gain on sale of 47% ownership interest
			in 7 West 34th Street			-		159,511			-		159,511
		EBITDA from sold properties				-		1,678			-		3,120
			Total of certain items that impact EBITDA			-		161,189			-		162,631
				Total New York EBITDA	$	283,962	$	440,125		$	556,745	$	700,624

The elements of "New York" NOI are summarized below.

(Amounts in thousands)				For the Three Months Ended					For the Six Months Ended
				June 30,					June 30,
				2017		2016			2017		2016
Office				$	158,105	$	142,639	^(a)	$	317,632	$	277,071	^(a)
Retail					80,193		71,084	^(a)		159,827		139,433	^(a)
Residential					5,341		5,627			10,881		11,199
Alexander's					7,029		6,616			14,059		13,233
Hotel Pennsylvania					6,553		3,830			2,187		390
	Total New York NOI, as adjusted				257,221		229,796			504,586		441,326
Certain items that impact NOI:
	Net gain on sale of 47% ownership interest
		in 7 West 34th Street			-		159,511			-		159,511
	NOI from sold properties				-		773			-		2,232
		Total of certain items that impact NOI			-		160,284			-		161,743
			Total New York NOI	$	257,221	$	390,080		$	504,586	$	603,069


(a)	Beginning in January 2017 for office buildings with retail at the base, we have adjusted the allocation of real estate taxes between the retail and office elements above. This has no effect on our consolidated financial statements but resulted in a reallocation of $3,931 and $7,845 of income from retail to office for the three and six months ended June 30, 2016, respectively.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information – continued

Notes to preceding tabular information - continued:

(4)	The elements of "Washington, DC" EBITDA are summarized below.

	(Amounts in thousands)			For the Three Months Ended				For the Six Months Ended
				June 30,				June 30,
				2017		2016		2017		2016
	Office			$	57,418	$	61,357	$	113,710	$	119,376
	Residential				14,031		10,118		27,235		20,426
		Total Washington, DC EBITDA, as adjusted			71,449		71,475		140,945		139,802
	Certain items that impact EBITDA:
		EBITDA from sold properties			-		5,743		-		11,688
		Skyline properties impairment loss			-		-		-		(160,700)
		Total of certain items that impact EBITDA			-		5,743		-		(149,012)
			Total Washington, DC EBITDA	$	71,449	$	77,218	$	140,945	$	(9,210)

The elements of "Washington, DC" NOI are summarized below.

(Amounts in thousands)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Office			$	55,592	$	57,501	$	107,818	$	112,937
Residential				14,031		10,118		27,235		20,426
	Total Washington, DC NOI, as adjusted			69,623		67,619		135,053		133,363
Certain items that impact NOI:
	NOI from sold properties			-		3,532		-		7,863
	Skyline properties impairment loss			-		-		-		(160,700)
	Total of certain items that impact NOI			-		3,532		-		(152,837)
		Total Washington, DC NOI	$	69,623	$	71,151	$	135,053	$	(19,474)

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information – continued

Notes to preceding tabular information - continued:

(5)	The elements of "Other" EBITDA are summarized below.

	(Amounts in thousands)		For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
	theMART (including trade shows)		$	24,122	$	25,965	$	48,306	$	48,993
	555 California Street			12,144		12,117		24,227		23,732
	Other investments			12,383		17,407		23,998		33,091
				48,649		55,489		96,531		105,816
	Our share of real estate fund investments			(304)		7,544		(3,539)		12,855
	Corporate general and administrative expenses^(a)			(23,235)		(24,239)		(56,222)		(54,845)
	Investment income and other, net^(a)			9,629		5,471		18,169		12,446
	Net gain resulting from UE operating partnership
		unit issuances		15,900		-		15,900		-
	Net gain on sale of property at Suffolk Downs			15,314		-		15,314		-
	Net gain on repayment of our Suffolk Downs JV
		debt investments		11,373		-		11,373		-
	Acquisition and transaction related costs^(b)			(6,471)		(2,879)		(14,476)		(7,486)
	Residual retail properties discontinued operations			663		2,483		3,091		3,204
	Other			-		-		501		714
		Total Other	$	71,518	$	43,869	$	86,642	$	72,704

The elements of "Other" NOI are summarized below.

(Amounts in thousands)		For the Three Months Ended				For the Six Months Ended
		June 30,				June 30,
		2017		2016		2017		2016
theMART (including trade shows)		$	22,904	$	24,233	$	45,808	$	45,955
555 California Street			11,258		8,033		22,633		13,922
Other investments			6,630		6,002		15,909		13,528
			40,792		38,268		84,350		73,405
Our share of real estate fund investments			1,995		1,522		4,931		3,865
Corporate general and administrative expenses^(a)			(17,790)		(19,267)		(40,268)		(39,364)
Investment income and other, net^(a)			9,629		5,471		18,169		12,446
Net gain on sale of property at Suffolk Downs			15,314		-		15,314		-
Net gain on repayment of our Suffolk Downs JV
	debt investments		11,373		-		11,373		-
Acquisition and transaction related costs^(b)			(6,471)		(2,879)		(14,476)		(7,486)
Residual retail properties discontinued operations			663		2,483		3,091		3,204
Other			-		-		501		714
	Total Other	$	55,505	$	25,598	$	82,985	$	46,784


(a)	The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $789 and $4,359 of income for the three months ended June 30, 2017 and 2016, respectively, and $3,258 and $2,421 of income for the six months ended June 30, 2017 and 2016, respectively.
(b)	Includes transaction costs related to the spin-off of our Washington, DC business of $6,211 and $1,606 for the three months ended June 30, 2017 and 2016, respectively, and $13,464 and $1,858 for the six months ended June 30, 2017 and 2016, respectively.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

21. Subsequent Event

330 Madison Avenue

On July 19, 2017, the joint venture, in which we have a 25% interest, completed a $500,000,000 refinancing of 330 Madison Avenue, an 845,000 square foot Manhattan office building. The seven-year interest only loan matures in August 2024 and has a fixed rate of 3.43%. Our share of net proceeds, after repayment of the existing LIBOR plus 1.30% $150,000,000 mortgage and closing costs, was approximately $85,000,000.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Vornado Realty Trust

New York, New York

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust (the “Company”) as of June 30, 2017, and the related consolidated statements of income and comprehensive income for the three month and six month periods ended June 30, 2017 and 2016 and changes in equity and cash flows for the six month periods ended June 30, 2017 and 2016. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty Trust as of December 31, 2016, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 13, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

July 31, 2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners

Vornado Realty L.P.

New York, New York

We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and consolidated subsidiaries (the “Partnership”) as of June 30, 2017, and the related consolidated statements of income and comprehensive income for the three month and six month periods ended June 30, 2017 and 2016 and changes in equity, and cash flows for the six month periods ended June 30, 2017 and 2016. These interim financial statements are the responsibility of the Partnership’s management.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty L.P. as of December 31, 2016, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 13, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

July 31, 2017

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this Quarterly Report 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 Quarterly Report on Form 10‑Q. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2016. 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 Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three and six months ended June 30, 2017. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to the current year presentation.

Overview

Business Objective and Operating Strategy

Our business objective is to maximize Vornado shareholder value, which we measure by the total return provided to Vornado’s shareholders. Below is a table comparing Vornado’s performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended June 30, 2017:

		Total Return⁽¹⁾
		Vornado	Office REIT	MSCI
Three-month		(5.7%)	1.0%	1.7%
Six-month		(8.8%)	2.6%	2.7%
One-year		(3.6%)	6.6%	(1.8%)
Three-year		5.2%	24.4%	26.6%
Five-year		44.6%	55.3%	56.5%
Ten-year		36.3%	44.3%	78.2%


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

Overview – continued

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

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

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

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

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

· developing and redeveloping existing properties to increase returns and maximize value

· investing in operating companies that have a significant real estate component

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

We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2016, for additional information regarding these factors.

Overview – continued

Vornado Realty Trust

Quarter Ended June 30, 2017 Financial Results Summary

Net income attributable to common shareholders for the quarter ended June 30, 2017 was $115,972,000, or $0.61 per diluted share, compared to $220,463,000, or $1.16 per diluted share, for the prior year’s quarter. The quarters ended June 30, 2017 and 2016 include certain items that impact net income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the quarters ended June 30, 2017 and 2016 by $34,021,000, or $0.18 per diluted share, and $153,920,000, or $0.81 per diluted share, respectively.

Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended June 30, 2017 was $257,673,000, or $1.35 per diluted share, compared to $229,432,000, or $1.21 per diluted share, for the prior year’s quarter. FFO for the quarters ended June 30, 2017 and 2016 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO for the quarters ended June 30, 2017 and 2016 by $19,788,000, or $0.10 per diluted share, and $4,418,000, or $0.02 per diluted share, respectively.

Six Months Ended June 30, 2017 Financial Results Summary

Net income attributable to common shareholders for the six months ended June 30, 2017 was $163,724,000, or $0.86 per diluted share, compared to $106,300,000, or $0.56 per diluted share, for the six months ended June 30, 2016. The six months ended June 30, 2017 and 2016 include certain items that impact net income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the six months ended June 30, 2017 by $25,095,000, or $0.13 per diluted share, and decreased net income attributable to common shareholders for the six months ended June 30, 2016 by $949,000, or $0.00 per diluted share.

FFO for the six months ended June 30, 2017 was $463,422,000, or $2.43 per diluted share, compared to $433,104,000, or $2.28 per diluted share, for the six months ended June 30, 2016. FFO for the six months ended June 30, 2017 and 2016 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO for the six months ended June 30, 2017 and 2016 by $9,863,000, or $0.05 per diluted share, and $9,102,000, or $0.05 per diluted share, respectively.

Overview – continued

Vornado Realty Trust - continued

(Amounts in thousands)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Certain items that impact net income attributable to
common shareholders:
	Net gain on repayment of our Suffolk Downs JV debt investments		$	11,373	$	-	$	11,373	$	-
	Acquisition and transaction related costs			(6,471)		(2,879)		(14,476)		(7,486)
	Net income (loss) from discontinued operations and
		sold properties		663		104		824		(1,325)
	(Loss) income from real estate fund investments, net			(304)		7,544		(3,539)		12,855
	Net gains on sale of real estate			-		161,721		2,267		161,721
	Default interest on Skyline properties mortgage loan			-		(2,711)		-		(2,711)
	Skyline properties impairment loss			-		-		-		(160,700)
	Other			-		-		501		714
	Our share of partially owned entities:
		Net gain resulting from Urban Edge Properties ("UE")
		operating partnership unit issuances		15,900		-		15,900		-
		Net gains on sale of real estate		15,339		319		17,192		319
		Real estate impairment losses		(167)		(49)		(3,218)		(4,402)
		Other		(67)		(25)		(67)		(25)
				36,266		164,024		26,757		(1,040)
Noncontrolling interests' share of above adjustments				(2,245)		(10,104)		(1,662)		91
Total of certain items that impact net income attributable to
common shareholders, net			$	34,021	$	153,920	$	25,095	$	(949)

Certain items that impact FFO:
	Net gain on repayment of our Suffolk Downs JV debt investments		$	11,373	$	-	$	11,373	$	-
	Acquisition and transaction related costs			(6,471)		(2,879)		(14,476)		(7,486)
	FFO from discontinued operations and sold properties			663		2,889		824		6,349
	(Loss) income from real estate fund investments, net			(304)		7,544		(3,539)		12,855
	Default interest on Skyline properties mortgage loan			-		(2,711)		-		(2,711)
	Other			-		-		501		714
	Our share of partially owned entities:
		Net gain resulting from UE operating partnership
		unit issuances		15,900		-		15,900		-
		Other		(67)		(25)		(67)		(25)
				21,094		4,818		10,516		9,696
Noncontrolling interests' share of above adjustments				(1,306)		(400)		(653)		(594)
Total of certain items that impact FFO, net			$	19,788	$	4,418	$	9,863	$	9,102

Overview – continued

Vornado Realty L.P.

Quarter Ended June 30, 2017 Financial Results Summary

Net income attributable to Class A unitholders for the quarter ended June 30, 2017 was $123,630,000, or $0.61 per diluted Class A unit, compared to $234,945,000, or $1.16 per diluted Class A unit, for the prior year’s quarter. The quarters ended June 30, 2017 and 2016 include certain items that impact net income attributable to Class A unitholders, which are listed in the table below. The aggregate of these items increased net income attributable to Class A unitholders for the quarters ended June 30, 2017 and 2016 by $36,266,000, or $0.18, and $164,024,000, or $0.81 per diluted Class A unit, respectively.

Six Months Ended June 30, 2017 Financial Results Summary

Net income attributable to Class A unitholders for the six months ended June 30, 2017 was $174,562,000, or $0.85 per diluted Class A unit, compared to $113,247,000, or $0.55 per diluted Class A unit, for the six months ended June 30, 2016. The six months ended June 30, 2017 and 2016 include certain items that impact net income attributable to Class A unitholders, which are listed in the table below. The aggregate of these items increased net income attributable to Class A unitholders for the six months ended June 30, 2017 by $26,757,000, or $0.13 per diluted Class A unit, and decreased net income attributable to Class A unitholders for the six months ended June 30, 2016 by $1,040,000, or $0.01 per diluted Class A unit.

(Amounts in thousands)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Certain items that impact net income attributable to
Class A unitholders:
	Net gain on repayment of our Suffolk Downs JV debt investments		$	11,373	$	-	$	11,373	$	-
	Acquisition and transaction related costs			(6,471)		(2,879)		(14,476)		(7,486)
	Net income (loss) from discontinued operations and
		sold properties		663		104		824		(1,325)
	(Loss) income from real estate fund investments, net			(304)		7,544		(3,539)		12,855
	Net gains on sale of real estate			-		161,721		2,267		161,721
	Default interest on Skyline properties mortgage loan			-		(2,711)		-		(2,711)
	Skyline properties impairment loss			-		-		-		(160,700)
	Other			-		-		501		714
	Our share of partially owned entities:
		Net gain resulting from UE operating partnership
		unit issuances		15,900		-		15,900		-
		Net gains on sale of real estate		15,339		319		17,192		319
		Real estate impairment losses		(167)		(49)		(3,218)		(4,402)
		Other		(67)		(25)		(67)		(25)
Total of certain items that impact net income attributable to
Class A unitholders, net			$	36,266	$	164,024	$	26,757	$	(1,040)

Overview – continued

Vornado Realty Trust and Vornado Realty L.P.

Same Store EBITDA and NOI

The percentage (decrease) increase in same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and same store Net Operating Income (“NOI”) of our operating segments and theMART and 555 California Street, which are included in Other, are summarized below.

										555
					Washington,					California
		New York			DC		theMART			Street
Same store EBITDA % (decrease) increase :
	Three months ended June 30, 2017 compared to June 30, 2016	(0.5	%)	⁽¹⁾⁽²⁾	(2.7	%)	(4.5	%)	⁽³⁾	(2.9	%)
	Six months ended June 30, 2017 compared to June 30, 2016	1.5	%	⁽¹⁾⁽²⁾	(1.2	%)	(0.2	%)	⁽⁴⁾	(1.0	%)
	Three months ended June 30, 2017 compared to March 31, 2017	3.6	%	⁽¹⁾⁽²⁾	(0.5	%)	1.7	%		0.5	%

Same store NOI % increase (decrease):
	Three months ended June 30, 2017 compared to June 30, 2016	10.6	%	⁽¹⁾⁽²⁾	0.5	%	(2.8	%)	⁽³⁾	33.7	%
	Six months ended June 30, 2017 compared to June 30, 2016	12.9	%	⁽¹⁾⁽²⁾	0.1	%	0.9	%	⁽⁴⁾	54.3	%
	Three months ended June 30, 2017 compared to March 31, 2017	4.5	%	⁽¹⁾⁽²⁾	2.5	%	2.3	%		(1.0	%)



			EBITDA		NOI
(1)	Excluding Hotel Pennsylvania - same store % (decrease) increase:
		Three months ended June 30, 2017 compared to June 30, 2016	(1.5	%)	9.6	%
		Six months ended June 30, 2017 compared to June 30, 2016	1.2	%	12.5	%
		Three months ended June 30, 2017 compared to March 31, 2017	(0.4	%)	0.1	%

			EBITDA		NOI
(2)	Excluding $2,557,000 of one-time prior period tenant adjustments in the
	three months ended June 30, 2017 - same store % increase:
		Three months ended June 30, 2017 compared to June 30, 2016	0.4	%	11.7	%
		Six months ended June 30, 2017 compared to June 30, 2016	2.0	%	13.5	%
		Three months ended June 30, 2017 compared to March 31, 2017	4.5	%	5.5	%

(3)	The three months ended June 30, 2016 includes a $2,300,000 reversal of an expense accrued in the prior quarters. Excluding this amount, same store EBITDA increased by 4.0% and same store NOI increased by 6.5%.
(4)	The six months ended June 30, 2016 includes a $2,000,000 reversal of an expense accrued in 2015. Excluding this amount, same store EBITDA increased by 3.8% and same store NOI increased by 5.2%.

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

Overview – continued

Financings

On June 1, 2017, Alexander’s, Inc. (NYSE: ALX), in which we have a 32.4% ownership interest, completed a $500,000,000 refinancing of the office portion of 731 Lexington Avenue. The interest-only loan is at LIBOR plus 0.90% (2.06% at June 30, 2017) and matures in June 2020 with four one-year extension options. In connection therewith, Alexander’s purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6%. The property was previously encumbered by a $300,000,000 interest-only mortgage at LIBOR plus 0.95% which was scheduled to mature in March 2021.

Other Activities

Washington, DC Segment

We completed the spin-off of our Washington, DC segment on July 17, 2017. Our Washington, DC segment EBITDA as adjusted was $140,945,000 for the six months ended June 30, 2017, which is $1,143,000 ahead of the prior year’s first half as a result of an increase in EBITDA from the core business of $6,665,000, offset by a decline in EBITDA of $5,522,000 from 1700 M Street, 1800 South Bell and 1750 Crystal Drive being taken out-of-service for redevelopment. These results are slightly ahead of the guidance we published for the first half of 2017.

Overview – continued

Recently Issued Accounting Literature

Overview – continued

Recently Issued Accounting Literature – continued

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2016 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes to our policies during 2017.

Overview – continued

Leasing Activity

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

(Square feet in thousands)					New York						555 California		Washington, DC
					Office		Retail		theMART		Street		Office
Three Months Ended June 30, 2017
	Total square feet leased					543		24		91		5		196
	Our share of square feet leased:					402		19		91		3		186
		Initial rent⁽¹⁾			$	79.50	$	160.08	$	46.91	$	89.00	$	42.43
		Weighted average lease term (years)				7.8		7.8		6.2		7.2		5.2
		Second generation relet space:
			Square feet			288		18		89		-		141
			GAAP basis:
				Straight-line rent⁽²⁾	$	66.53	$	154.39	$	45.98	$	-	$	44.63
				Prior straight-line rent	$	56.47	$	114.45	$	41.49	$	-	$	43.70
				Percentage increase		17.8%		34.9%		10.8%		- %		2.1%
			Cash basis:
				Initial rent⁽¹⁾	$	67.31	$	145.80	$	46.45	$	-	$	44.67
				Prior escalated rent	$	59.19	$	116.83	$	44.97	$	-	$	45.90
				Percentage increase (decrease)		13.7%		24.8%		3.3%		- %		(2.7%)
		Tenant improvements and leasing commissions:
				Per square foot	$	57.66	$	70.12	$	31.10	$	134.00	$	37.58
				Per square foot per annum	$	7.39	$	8.99	$	5.02	$	18.61	$	7.23
				Percentage of initial rent		9.3%		5.6%		10.7%		20.9%		17.0%

(Square feet in thousands)					New York						555 California		Washington, DC
					Office		Retail		theMART		Street		Office
Six Months Ended June 30, 2017
	Total square feet leased					1,096		36		191		71		740
	Our share of square feet leased:					782		30		191		50		710
		Initial rent⁽¹⁾			$	77.41	$	190.57	$	47.28	$	87.03	$	42.88
		Weighted average lease term (years)				7.6		5.8		7.2		10.8		7.9
		Second generation relet space:
			Square feet			492		22		185		46		623
			GAAP basis:
				Straight-line rent⁽²⁾	$	68.94	$	229.02	$	46.86	$	95.09	$	44.11
				Prior straight-line rent	$	60.51	$	169.89	$	36.44	$	80.30	$	42.06
				Percentage increase		13.9%		34.8%		28.6%		18.4%		4.9%
			Cash basis:
				Initial rent⁽¹⁾	$	70.21	$	215.42	$	46.77	$	86.49	$	43.12
				Prior escalated rent	$	63.67	$	177.62	$	38.69	$	78.67	$	45.73
				Percentage increase (decrease)		10.3%		21.3%		20.9%		9.9%		(5.7%)
		Tenant improvements and leasing commissions:
				Per square foot	$	69.35	$	59.96	$	44.48	$	95.09	$	59.36
				Per square foot per annum	$	9.13	$	10.34	$	6.18	$	8.80	$	7.51
				Percentage of initial rent		11.8%		5.4%		13.1%		10.1%		17.5%



(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.

Overview - continued

Square footage (in service) and Occupancy as of June 30, 2017

(Square feet in thousands)			Square Feet (in service)
		Number of	Total	Our
		Properties	Portfolio	Share	Occupancy %
New York:
	Office	36	20,231	16,959	96.7%
	Retail	71	2,677	2,472	95.3%
	Residential - 1,699 units	11	1,564	831	94.8%
	Alexander's, including 312 residential units	7	2,437	790	99.4%
	Hotel Pennsylvania	1	1,400	1,400
			28,309	22,452	96.6%

Washington, DC:
	Office	40	10,364	9,618	87.9%
	Residential - 3,104 units	7	3,111	3,111	98.4%
	Other	5	330	330	100.0%
			13,805	13,059	90.4%

Other:
	theMART	3	3,682	3,673	98.9%
	555 California Street	3	1,738	1,217	90.7%
	Rosslyn Plaza Office and Residential - 196 units	6	705	319	67.3%
	Other	4	1,837	877	99.7%
			7,962	6,086

Total square feet as of June 30, 2017			50,076	41,597

Overview - continued

Square footage (in service) and Occupancy as of December 31, 2016

(Square feet in thousands)			Square Feet (in service)
		Number of	Total	Our
		properties	Portfolio	Share	Occupancy %
New York:
	Office	36	20,227	16,962	96.3%
	Retail	70	2,672	2,464	97.1%
	Residential - 1,692 units	11	1,559	826	95.7%
	Alexander's, including 312 residential units	7	2,437	790	99.8%
	Hotel Pennsylvania	1	1,400	1,400
			28,295	22,442	96.5%

Washington, DC:
	Office	40	10,648	9,890	88.8%
	Residential - 2,862 units	7	2,992	2,992	97.9%
	Other	5	330	330	100.0%
			13,970	13,212	90.9%

Other:
	theMART	3	3,671	3,662	98.9%
	555 California Street	3	1,738	1,217	92.4%
	Rosslyn Plaza Office and Residential - 196 units	6	746	339	64.0%
	Other	4	1,811	850	99.8%
			7,966	6,068

Total square feet as of December 31, 2016			50,231	41,722

Net Income, EBITDA and NOI by Segment for the Three Months Ended June 30, 2017 and 2016

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾and NOI⁽¹⁾ by segment for the three months ended June 30, 2017 and 2016.

(Amounts in thousands)		For the Three Months Ended June 30, 2017
			Total		New York			Washington, DC			Other
Total revenues			$	626,039	$	436,862		$	118,336		$	70,841
Total expenses				442,643		279,835			82,317			80,491
Operating income (loss)				183,396		157,027			36,019			(9,650)
Income (loss) from partially owned entities				46,276		(272)			255			46,293
Income from real estate fund investments				4,391		-			-			4,391
Interest and other investment income (loss), net				9,307		1,499			(23)			7,831
Interest and debt expense				(96,797)		(60,335)			(12,008)			(24,454)
Income before income taxes				146,573		97,919			24,243			24,411
Income tax benefit (expense)				248		906			(362)			(296)
Income from continuing operations				146,821		98,825			23,881			24,115
Income from discontinued operations				663		-			-			663
Net income				147,484		98,825			23,881			24,778
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries			(7,677)		(2,645)			-			(5,032)
Net income attributable to the Operating Partnership				139,807		96,180			23,881			19,746
Interest and debt expense⁽²⁾				118,585		78,202			13,567			26,816
Depreciation and amortization⁽²⁾				168,248		110,449			33,648			24,151
Income tax expense (benefit)⁽²⁾				289		(869)			353			805
EBITDA⁽¹⁾				426,929		283,962	⁽³⁾		71,449	⁽⁴⁾		71,518	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾			(44,580)		(26,741)			(1,826)			(16,013)
NOI⁽¹⁾			$	382,349	$	257,221	⁽³⁾	$	69,623	⁽⁴⁾	$	55,505	⁽⁵⁾

(Amounts in thousands)		For the Three Months Ended June 30, 2016
			Total		New York			Washington, DC			Other
Total revenues			$	621,708	$	425,770		$	127,468		$	68,470
Total expenses				434,894		268,135			89,106			77,653
Operating income (loss)				186,814		157,635			38,362			(9,183)
Income (loss) from partially owned entities				642		(1,001)			(2,370)			4,013
Income from real estate fund investments				16,389		-			-			16,389
Interest and other investment income, net				10,236		1,214			34			8,988
Interest and debt expense				(105,576)		(56,395)			(19,817)			(29,364)
Net gain on disposition of wholly owned and partially
	owned assets			159,511		159,511			-			-
Income (loss) before income taxes				268,016		260,964			16,209			(9,157)
Income tax expense				(2,109)		(816)			(318)			(975)
Income (loss) from continuing operations				265,907		260,148			15,891			(10,132)
Income from discontinued operations				2,475		-			-			2,475
Net income (loss)				268,382		260,148			15,891			(7,657)
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries			(13,025)		(3,397)			-			(9,628)
Net income (loss) attributable to the Operating Partnership				255,357		256,751			15,891			(17,285)
Interest and debt expense⁽²⁾				127,799		71,171			21,926			34,702
Depreciation and amortization⁽²⁾				173,352		111,314			37,196			24,842
Income tax expense ⁽²⁾				4,704		889			2,205			1,610
EBITDA⁽¹⁾				561,212		440,125	⁽³⁾		77,218	⁽⁴⁾		43,869	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾			(74,383)		(50,045)			(6,067)			(18,271)
NOI⁽¹⁾			$	486,829	$	390,080	⁽³⁾	$	71,151	⁽⁴⁾	$	25,598	⁽⁵⁾

See notes on the following pages.

Net Income, EBITDA and NOI by Segment for the Three Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information:

(1)

(2)

Net Income, EBITDA and NOI by Segment for the Three Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information:

(3)	The elements of "New York" EBITDA are summarized below.

	(Amounts in thousands)				For the Three Months Ended June 30,
					2017		2016
	Office				$	169,327	$	165,576	^(a)
	Retail					90,183		91,421	^(a)
	Residential					6,190		6,337
	Alexander's					11,742		11,805
	Hotel Pennsylvania					6,520		3,797
		Total New York EBITDA, as adjusted				283,962		278,936
	Certain items that impact EBITDA:
		Net gain on sale of 47% ownership interest in 7 West 34th Street				-		159,511
		EBITDA from sold properties				-		1,678
			Total of certain items that impact EBITDA			-		161,189
				Total New York EBITDA	$	283,962	$	440,125

The elements of "New York" NOI are summarized below.


(Amounts in thousands)				For the Three Months Ended June 30,
				2017		2016
Office				$	158,105	$	142,639	^(a)
Retail					80,193		71,084	^(a)
Residential					5,341		5,627
Alexander's					7,029		6,616
Hotel Pennsylvania					6,553		3,830
	Total New York NOI, as adjusted				257,221		229,796
Certain items that impact NOI:
	Net gain on sale of 47% ownership interest in 7 West 34th Street				-		159,511
	NOI from sold properties				-		773
		Total of certain items that impact NOI			-		160,284
			Total New York NOI	$	257,221	$	390,080


(a)	Beginning in January 2017 for office buildings with retail at the base, we have adjusted the allocation of real estate taxes between the retail and office elements above. This has no effect on our consolidated financial statements but resulted in a reallocation of $3,931 of income from retail to office for the three months ended June 30, 2016.

Net Income, EBITDA and NOI by Segment for the Three Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information - continued:

(4)	The elements of "Washington, DC" EBITDA are summarized below.

	(Amounts in thousands)			For the Three Months Ended June 30,
				2017		2016
	Office			$	57,418	$	61,357
	Residential				14,031		10,118
		Total Washington, DC EBITDA, as adjusted			71,449		71,475
	Certain items that impact EBITDA:
		EBITDA from sold properties			-		5,743
			Total Washington, DC EBITDA	$	71,449	$	77,218

The elements of "Washington, DC" NOI are summarized below.

(Amounts in thousands)			For the Three Months Ended June 30,
			2017		2016
Office			$	55,592	$	57,501
Residential				14,031		10,118
	Total Washington, DC NOI, as adjusted			69,623		67,619
Certain items that impact NOI:
	NOI from sold properties			-		3,532
		Total Washington, DC NOI	$	69,623	$	71,151

Net Income, EBITDA and NOI by Segment for the Three Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information - continued:

(5)	The elements of "Other" EBITDA are summarized below.

	(Amounts in thousands)		For the Three Months Ended June 30,
			2017		2016

	theMART (including trade shows)		$	24,122	$	25,965
	555 California Street			12,144		12,117
	Other investments			12,383		17,407
				48,649		55,489
	Our share of real estate fund investments			(304)		7,544
	Corporate general and administrative expenses^(a)			(23,235)		(24,239)
	Investment income and other, net ^(a)			9,629		5,471
	Net gain resulting from UE operating partnership unit issuances			15,900		-
	Net gain on sale of property at Suffolk Downs			15,314		-
	Net gain on repayment of our Suffolk Downs JV debt investments			11,373		-
	Acquisition and transaction related costs^(b)			(6,471)		(2,879)
	Residual retail properties discontinued operations			663		2,483
		Total Other	$	71,518	$	43,869

The elements of "Other" NOI are summarized below.

(Amounts in thousands)			For the Three Months Ended June 30,
			2017		2016
theMART (including trade shows)			$	22,904	$	24,233
555 California Street				11,258		8,033
Other investments				6,630		6,002
				40,792		38,268
Our share of real estate fund investments				1,995		1,522
Corporate general and administrative expenses^(a)				(17,790)		(19,267)
Investment income and other, net^(a)				9,629		5,471
Net gain on sale of property at Suffolk Downs				15,314		-
Net gain on repayment of our Suffolk Downs JV debt investments				11,373		-
Acquisition and transaction related costs^(b)				(6,471)		(2,879)
Residual retail properties discontinued operations				663		2,483
		Total Other	$	55,505	$	25,598


(a)	The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $789 and $4,359 of income for the three months ended June 30, 2017 and 2016, respectively.
(b)	The three months ended June 30, 2017 and 2016 include $6,211 and $1,606, respectively, of transaction costs related to the spin-off of our Washington, DC business.

EBITDA by Region

Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash impairment losses and operations of sold properties.

		For the Three Months Ended June 30,
		2017	2016
Region:
	New York City metropolitan area	72%	72%
	Washington, DC / Northern Virginia area	19%	18%
	Chicago, IL	6%	7%
	San Francisco, CA	3%	3%
		100%	100%

Results of Operations – Three Months Ended June 30, 2017 Compared to June 30, 2016

Revenues

Our revenues, which consist of property rentals, tenant expense reimbursements, and fee and other income, were $626,039,000 for the three months ended June 30, 2017, compared to $621,708,000 for the prior year’s quarter, an increase of $4,331,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)		Total		New York		Washington, DC		Other
(Decrease) increase due to:
Property rentals:
	Acquisitions, dispositions and other	$	(3,264)	$	6,115	$	(9,379)	$	-
	Development and redevelopment		9		29		(221)		201
	Hotel Pennsylvania		2,921		2,921		-		-
	Trade shows		195		-		-		195
	Same store operations		2,255		850		76		1,329
			2,116		9,915		(9,524)		1,725

Tenant expense reimbursements:
	Acquisitions, dispositions and other		(1,344)		(1,158)		(186)		-
	Development and redevelopment		1,307		-		319		988
	Same store operations		(117)		(198)		(4)		85
			(154)		(1,356)		129		1,073

Fee and other income:
	BMS cleaning fees		2,500		3,210		-		(710)
	Management and leasing fees		288		625		(429)		92
	Lease termination fees		(1,740)		(1,913)		217		(44)
	Other income		1,321		611		475		235
			2,369		2,533		263		(427)

Total increase (decrease) in revenues		$	4,331	$	11,092	$	(9,132)	$	2,371

Results of Operations – Three Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Expenses

Our expenses, which consist of operating, depreciation and amortization, general and administrative expenses, and acquisition and transaction related costs, were $442,643,000 for the three months ended June 30, 2017, compared to $434,894,000 for the prior year’s quarter, an increase of $7,749,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)			Total		New York		Washington, DC		Other
(Decrease) increase due to:
Operating:
	Acquisitions, dispositions and other		$	(5,498)	$	(952)	$	(4,546)	$	-
	Development and redevelopment			203		7		133		63
	Non-reimbursable expenses, including
		bad debt reserves		1,296		48		1,048		200
	Hotel Pennsylvania			197		197		-		-
	Trade shows			(500)		-		-		(500)
	BMS expenses			3,017		3,726		-		(709)
	Same store operations			12,834		8,344		885		3,605
				11,549		11,370		(2,480)		2,659

Depreciation and amortization:
	Acquisitions, dispositions and other			(2,127)		(20)		(2,107)		-
	Development and redevelopment			(4,357)		-		(4,239)		(118)
	Same store operations			2,186		(1,751)		3,056		881
				(4,298)		(1,771)		(3,290)		763

General and administrative:
	Mark-to-market of deferred
		compensation plan liability		(3,570)		-		-		(3,570)	⁽¹⁾
	Same store operations			476		2,101		(1,019)		(606)
				(3,094)		2,101		(1,019)		(4,176)

Acquisition and transaction related costs				3,592		-		-		3,592	⁽²⁾

Total increase (decrease) in expenses			$	7,749	$	11,700	$	(6,789)	$	2,838


(1)	This decrease in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.
(2)	Primarily from the transaction costs related to the spin-off of our Washington, DC business. Upon completion of the spin-off on July 17, 2017, we incurred approximately $47,000 of additional transaction costs, primarily for advisory fees which will be recognized as expense in the quarter ended September 30, 2017.

Results of Operations – Three Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Income from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the three months ended June 30, 2017 and 2016.

(Amounts in thousands)		Percentage
		Ownership at	For the Three Months Ended June 30,
		June 30, 2017	2017		2016
Our Share of Net Income (Loss):
UE⁽¹⁾		4.8%	$	19,003	$	1,280
Alexander's		32.4%		8,197		8,500
Partially owned office buildings⁽²⁾		Various		(7,897)		(12,398)
India real estate ventures		4.1%-36.5%		(1,644)		(1,934)
PREIT		8.0%		(902)		(527)
Other investments⁽³⁾		Various		29,519		5,721
			$	46,276	$	642


(1)	2017 includes a $15,900 net gain resulting from UE operating partnership unit issuances.
(2)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.
(3)	Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Toys "R" Us, Inc. and others. In the second quarter of 2017, we recognized $26,687 of net gains, comprised of $15,314 representing our share of a net gain on the sale of Suffolk Downs and $11,373 representing the net gain on repayment of our debt investments in Suffolk Downs JV. See page 59 for details.

Income from Real Estate Fund Investments

Below are the components of the (loss) income from our real estate fund investments for the three months ended June 30, 2017 and 2016.

(Amounts in thousands)		For the Three Months Ended June 30,
		2017		2016
Net investment income		$	3,646	$	1,723
Net unrealized gain on held investments			745		14,666
Income from real estate fund investments ⁽¹⁾			4,391		16,389
Less income attributable to noncontrolling interests in consolidated subsidiaries			(4,695)		(8,845)
(Loss) income from real estate fund investments attributable to the Operating Partnership			(304)		7,544
Less loss (income) attributable to noncontrolling interests in the Operating Partnership			19		(465)
(Loss) income from real estate fund investments attributable to Vornado		$	(285)	$	7,079


(1)	Excludes $1,381 and $935 of management and leasing fees for the three months ended June 30, 2017 and 2016, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Results of Operations – Three Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Interest and Other Investment Income, net

Interest and other investment income, net, was $9,307,000 for the three months ended June 30, 2017, compared to $10,236,000 in the prior year’s quarter, a decrease of $929,000. This decrease resulted primarily from a reduction in the value of investments in our deferred compensation plan (offset by a corresponding increase in the liability for plan assets in general and administrative expenses).

Interest and Debt Expense

Interest and debt expense was $96,797,000 for the three months ended June 30, 2017, compared to $105,576,000 in the prior year’s quarter, a decrease of $8,779,000. This decrease was primarily due to (i) $10,344,000 of interest savings from the disposition of the Skyline properties and the refinancing of theMART and (ii) $4,675,000 higher capitalized interest and debt expense, partially offset by (iii) $2,011,000 of higher interest expense from the refinancing of 350 Park Avenue and the $375,000,000 drawn on our $750,000,000 delayed draw term loan and (iv) $2,054,000 of higher interest expense from the 1535 Broadway capital lease obligation.

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

For the three months ended June 30, 2016, we recognized a $159,511,000 net gain from the sale of a 47% ownership interest in 7 West 34th Street.

Income Tax Benefit (Expense)

For the three months ended June 30, 2017, income tax benefit was $248,000, compared to an expense of $2,109,000 for the prior year’s quarter, a decrease of $2,357,000. This decrease was primarily due to our right this year to offset certain tax losses against certain taxable income of our taxable REIT subsidiaries.

Income from Discontinued Operations

The table below sets forth the combined results of operations of assets related to discontinued operations for the three months ended June 30, 2017 and 2016.

(Amounts in thousands)	For the Three Months Ended June 30,
	2017		2016
Total revenues	$	848	$	947
Total expenses		185		682
		663		265
Net gains on the sale of real estate		-		2,210
Pretax income from discontinued operations		663		2,475
Income tax expense		-		-
Income from discontinued operations	$	663	$	2,475

Results of Operations – Three Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $7,677,000 for the three months ended June 30, 2017, compared to $13,025,000 for the prior year’s quarter, a decrease of $5,348,000. This decrease resulted primarily from lower net income allocated to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.

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

Net income attributable to noncontrolling interests in the Operating Partnership was $7,706,000 for the three months ended June 30, 2017, compared to $14,531,000 for the prior year’s quarter, a decrease of $6,825,000. This decrease resulted primarily from lower net income subject to allocation to unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $16,129,000 for the three months ended June 30, 2017, compared to $20,363,000 for the prior year’s quarter, a decrease of $4,234,000. The decrease is primarily due to the redemption of the 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $16,177,000 for the three months ended June 30, 2017, compared to $20,412,000 for the prior year’s quarter, a decrease of $4,235,000. The decrease is primarily due to the redemption of the 6.875% Series J cumulative redeemable preferred units on September 1, 2016.

Results of Operations – Three Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Same Store EBITDA

Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year reporting periods. Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be property-level expenses, as well as other non-operating items. We also present same store NOI which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases 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 EBITDA should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of EBITDA to same store EBITDA for each of our segments and theMART and 555 California Street, which are included in Other, for the three months ended June 30, 2017 compared to June 30, 2016.

											555 California
(Amounts in thousands)			New York			Washington, DC		theMART			Street
EBITDA for the three months ended June 30, 2017			$	283,962		$	71,449	$	24,122		$	12,144
	Add-back:
		Non-property level overhead expenses included above		9,908			6,276		2,063			-
	Less EBITDA from:
		Acquisitions		(4,963)			-		169			-
		Dispositions		(235)			(382)		-			-
		Development properties placed into and out of service		(6,081)			(3,454)		-			-
		Other non-operating income, net		(899)			(396)		-			-
Same store EBITDA for the three months ended June 30, 2017			$	281,692		$	73,493	$	26,354		$	12,144

EBITDA for the three months ended June 30, 2016			$	440,125		$	77,218	$	25,965		$	12,117
	Add-back:
		Non-property level overhead expenses included above		7,807			7,295		1,626			125
	Less EBITDA from:
		Acquisitions		(153)			-		-			-
		Dispositions, including net gains on sale		(161,429)			(5,713)		-			-
		Development properties placed into and out of service		(7,508)			(3,097)		-			262
		Other non-operating loss (income), net		4,368			(137)		-			-
Same store EBITDA for the three months ended June 30, 2016			$	283,210		$	75,566	$	27,591		$	12,504

Decrease in same store EBITDA for the three months ended
	June 30, 2017 compared to June 30, 2016		$	(1,518)		$	(2,073)	$	(1,237)		$	(360)

% decrease in same store EBITDA				(0.5%)	⁽¹⁾⁽²⁾		(2.7%)		(4.5%)	⁽³⁾		(2.9%)


(1)	Excluding Hotel Pennsylvania, same store EBITDA decreased by 1.5%.
(2)	The three months ended June 30, 2017 includes $2,557 of one-time prior period tenant adjustments. Excluding this item, same store EBITDA increased by 0.4%.
(3)	The three months ended June 30, 2016 includes a $2,300 reversal of an expense accrued in the prior quarters. Excluding this amount, same store EBITDA increased by 4.0%.

Results of Operations – Three Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Reconciliation of NOI to Same Store NOI

											555 California
(Amounts in thousands)			New York			Washington, DC		theMART			Street
NOI for the three months ended June 30, 2017			$	257,221		$	69,623	$	22,904		$	11,258
	Add-back:
		Non-property level overhead expenses included above		8,771			5,672		1,997			-
	Less NOI from:
		Acquisitions		(4,569)			-		169			-
		Dispositions		(235)			(382)		-			-
		Development properties placed into and out of service		(1,562)			(3,661)		-			-
		Other non-operating income, net		(2,252)			(396)		-			-
Same store NOI for the three months ended June 30, 2017			$	257,374		$	70,856	$	25,070		$	11,258

NOI for the three months ended June 30, 2016			$	390,080		$	71,151	$	24,233		$	8,033
	Add-back:
		Non-property level overhead expenses included above		6,752			6,182		1,567			124
	Less NOI from:
		Acquisitions		(105)			-		-			-
		Dispositions, including net gains on sale		(160,524)			(3,502)		-			-
		Development properties placed into and out of service		(1,218)			(3,210)		-			262
		Other non-operating income, net		(2,262)			(135)		-			-
Same store NOI for the three months ended June 30, 2016			$	232,723		$	70,486	$	25,800		$	8,419

Increase (decrease) in same store NOI for the three months ended
	June 30, 2017 compared to June 30, 2016		$	24,651		$	370	$	(730)		$	2,839

% increase (decrease) in same store NOI				10.6%	⁽¹⁾⁽²⁾		0.5%		(2.8%)	⁽³⁾		33.7%


(1)	Excluding Hotel Pennsylvania, same store NOI increased by 9.6%.
(2)	The three months ended June 30, 2017 includes $2,557 of one-time prior period tenant adjustments. Excluding this item, same store NOI increased by 11.7%.
(3)	The three months ended June 30, 2016 includes a $2,300 reversal of an expense accrued in the prior quarters. Excluding this amount, same store NOI increased by 6.5%.

Net Income, EBITDA and NOI by Segment for the Six Months Ended June 30, 2017 and 2016

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾and NOI⁽¹⁾ by segment for the six months ended June 30, 2017 and 2016.

(Amounts in thousands)		For the Six Months Ended June 30, 2017
			Total		New York			Washington, DC			Other
Total revenues			$	1,246,887	$	863,101		$	234,543		$	149,243
Total expenses				907,024		560,656			166,305			180,063
Operating income (loss)				339,863		302,445			68,238			(30,820)
Income (loss) from partially owned entities				47,721		(2,365)			342			49,744
Income from real estate fund investments				4,659		-			-			4,659
Interest and other investment income, net				18,535		2,971			41			15,523
Interest and debt expense				(191,082)		(118,322)			(23,569)			(49,191)
Net gains on disposition of wholly owned and partially
	owned assets			501		-			-			501
Income (loss) before income taxes				220,197		184,729			45,052			(9,584)
Income tax (expense) benefit				(1,957)		763			(716)			(2,004)
Income (loss) from continuing operations				218,240		185,492			44,336			(11,588)
Income from discontinued operations				3,091		-			-			3,091
Net income (loss)				221,331		185,492			44,336			(8,497)
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries			(14,414)		(5,489)			-			(8,925)
Net income (loss) attributable to the Operating Partnership				206,917		180,003			44,336			(17,422)
Interest and debt expense⁽²⁾				234,912		154,125			26,748			54,039
Depreciation and amortization⁽²⁾				339,785		223,259			69,141			47,385
Income tax expense (benefit)⁽²⁾				2,718		(642)			720			2,640
EBITDA⁽¹⁾				784,332		556,745	⁽³⁾		140,945	⁽⁴⁾		86,642	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾			(61,708)		(52,159)			(5,892)			(3,657)
NOI⁽¹⁾			$	722,624	$	504,586	⁽³⁾	$	135,053	⁽⁴⁾	$	82,985	⁽⁵⁾

(Amounts in thousands)		For the Six Months Ended June 30, 2016
		Total		New York			Washington, DC			Other
Total revenues		$	1,234,745	$	836,595		$	255,480		$	142,670
Total expenses			1,048,211		537,730			345,671			164,810
Operating income (loss)			186,534		298,865			(90,191)			(22,140)
(Loss) income from partially owned entities			(3,598)		(4,564)			(3,679)			4,645
Income from real estate fund investments			27,673		-			-			27,673
Interest and other investment income, net			13,754		2,329			92			11,333
Interest and debt expense			(206,065)		(110,981)			(35,752)			(59,332)
Net gains on disposition of wholly owned and partially
	owned assets		160,225		159,511			-			714
Income (loss) before income taxes			178,523		345,160			(129,530)			(37,107)
Income tax expense			(4,940)		(1,775)			(582)			(2,583)
Income (loss) from continuing operations			173,583		343,385			(130,112)			(39,690)
Income from discontinued operations			3,191		-			-			3,191
Net income (loss)			176,774		343,385			(130,112)			(36,499)
Less net income attributable to noncontrolling interests
	in consolidated subsidiaries		(22,703)		(6,826)			-			(15,877)
Net income (loss) attributable to the Operating Partnership			154,071		336,559			(130,112)			(52,376)
Interest and debt expense⁽²⁾			253,919		142,369			40,637			70,913
Depreciation and amortization⁽²⁾			348,163		219,717			77,795			50,651
Income tax expense⁽²⁾			7,965		1,979			2,470			3,516
EBITDA⁽¹⁾			764,118		700,624	⁽³⁾		(9,210)	⁽⁴⁾		72,704	⁽⁵⁾
Non-cash adjustments for straight-line rents, amortization of
	acquired below-market leases, net, and other ⁽²⁾		(133,739)		(97,555)			(10,264)			(25,920)
NOI⁽¹⁾		$	630,379	$	603,069	⁽³⁾	$	(19,474)	⁽⁴⁾	$	46,784	⁽⁵⁾

See notes on the following pages.

Net Income, EBITDA and NOI by Segment for the Six Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information:

(1)

(2)

Net Income, EBITDA and NOI by Segment for the Six Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information:

(3)	The elements of "New York" EBITDA are summarized below.

	(Amounts in thousands)				For the Six Months Ended June 30,
					2017		2016
	Office				$	339,405	$	320,585	^(a)
	Retail					179,446		181,022	^(a)
	Residential					12,468		12,687
	Alexander's					23,304		23,374
	Hotel Pennsylvania					2,122		325
		Total New York EBITDA, as adjusted				556,745		537,993
	Certain items that impact EBITDA
		Net gain on sale of 47% ownership interest in 7 West 34th Street				-		159,511
		EBITDA from sold properties				-		3,120
			Total of certain items that impact EBITDA			-		162,631
				Total of New York EBITDA	$	556,745	$	700,624

The elements of "New York" NOI are summarized below.

(Amounts in thousands)				For the Six Months Ended June 30,
				2017		2016
Office				$	317,632	$	277,071	^(a)
Retail					159,827		139,433	^(a)
Residential					10,881		11,199
Alexander's					14,059		13,233
Hotel Pennsylvania					2,187		390
	Total New York NOI, as adjusted				504,586		441,326
Certain items that impact NOI:
	Net gain on sale of 47% ownership interest in 7 West 34th Street				-		159,511
	NOI from sold properties				-		2,232
		Total of certain items that impact NOI			-		161,743
			Total New York NOI	$	504,586	$	603,069


(a)	Beginning in January 2017 for office buildings with retail at the base, we have adjusted the allocation of real estate taxes between the retail and office elements above. This has no effect on our consolidated financial statements but resulted in a reallocation of $7,845 of income from retail to office for the six months ended June 30, 2016.

Net Income, EBITDA and NOI by Segment for the Six Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information - continued:

(4)	The elements of "Washington, DC" EBITDA are summarized below.

	(Amounts in thousands)			For the Six Months Ended June 30,
				2017		2016
	Office			$	113,710	$	119,376
	Residential				27,235		20,426
		Total Washington, DC EBITDA, as adjusted			140,945		139,802
	Certain items that impact EBITDA:
		Skyline properties impairment loss			-		(160,700)
		EBITDA from sold properties			-		11,688
		Total of certain items that impact EBITDA			-		(149,012)
			Total Washington, DC EBITDA	$	140,945	$	(9,210)

The elements of "Washington, DC" NOI are summarized below.

(Amounts in thousands)			For the Six Months Ended June 30,
			2017		2016
Office			$	107,818	$	112,937
Residential				27,235		20,426
	Total Washington, DC NOI, as adjusted			135,053		133,363
Certain items that impact NOI:
	Skyline properties impairment loss			-		(160,700)
	NOI from sold properties			-		7,863
	Total of certain items that impact NOI			-		(152,837)
		Total Washington, DC NOI	$	135,053	$	(19,474)

Net Income, EBITDA and NOI by Segment for the Six Months Ended June 30, 2017 and 2016 - continued

Notes to preceding tabular information - continued:

(5)	The elements of "Other" EBITDA are summarized below.

	(Amounts in thousands)		For the Six Months Ended June 30,
			2017		2016
	theMART (including trade shows)		$	48,306	$	48,993
	555 California Street			24,227		23,732
	Other investments			23,998		33,091
				96,531		105,816
	Our share of real estate fund investments			(3,539)		12,855
	Corporate general and administrative expenses^(a)			(56,222)		(54,845)
	Investment income and other, net^(a)			18,169		12,446
	Net gain resulting from UE operating partnership unit issuances			15,900		-
	Net gain on sale of property at Suffolk Downs			15,314		-
	Net gain on repayment of our Suffolk Downs JV debt investments			11,373		-
	Acquisition and transaction related costs^(b)			(14,476)		(7,486)
	Residual retail properties discontinued operations			3,091		3,204
	Other			501		714
		Total Other	$	86,642	$	72,704

The elements of "Other" NOI are summarized below.

(Amounts in thousands)			For the Six Months Ended June 30,
			2017	2016
theMART (including trade shows)		$	45,808	$	45,955
555 California Street			22,633		13,922
Other investments			15,909		13,528
			84,350		73,405
Our share of real estate fund investments			4,931		3,865
Corporate general and administrative expenses^(a)			(40,268)		(39,364)
Investment income and other, net^(a)			18,169		12,446
Net gain on sale of property at Suffolk Downs			15,314		-
Net gain on repayment of our Suffolk Downs JV debt investments			11,373		-
Acquisition and transaction related costs^(b)			(14,476)		(7,486)
Residual retail properties discontinued operations			3,091		3,204
Other			501		714
	Total Other	$	82,985	$	46,784


(a)	The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $3,258 and $2,421 of income for the six months ended June 30, 2017 and 2016, respectively.
(b)	The six months ended June 30, 2017 and 2016 include $13,464 and $1,858, respectively, of transaction costs related to the spin-off of our Washington, DC business.

EBITDA by Region

Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash impairment losses and operations of sold properties.

		For the Six Months Ended June 30,
		2017	2016
Region:
	New York City metropolitan area	72%	72%
	Washington, DC / Northern Virginia area	19%	19%
	Chicago, IL	6%	6%
	San Francisco, CA	3%	3%
		100%	100%

Results of Operations – Six Months Ended June 30, 2017 Compared to June 30, 2016

Revenues

Our revenues, which consist of property rentals, tenant expense reimbursements, and fee and other income, were $1,246,887,000 for the six months ended June 30, 2017, compared to $1,234,745,000 for the prior year’s six months, an increase of $12,142,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)		Total		New York		Washington, DC			Other
(Decrease) increase due to:
Property rentals:
	Acquisitions, dispositions and other	$	(13,603)	$	5,173	$	(18,776)	⁽¹⁾	$	-
	Development and redevelopment		(573)		29		(1,173)			571
	Hotel Pennsylvania		3,003		3,003		-			-
	Trade shows		1,188		-		-			1,188
	Same store operations		6,427		2,725		606			3,096
			(3,558)		10,930		(19,343)			4,855

Tenant expense reimbursements:
	Acquisitions, dispositions and other		(2,339)		(1,993)		(346)			-
	Development and redevelopment		1,449		-		87			1,362
	Same store operations		8,831		9,179		(616)			268
			7,941		7,186		(875)			1,630

Fee and other income:
	BMS cleaning fees		6,891		6,674		541			(324)
	Management and leasing fees		127		1,099		(1,103)			131
	Lease termination fees		21		(377)		369			29
	Other income		720		994		(526)			252
			7,759		8,390		(719)			88

Total increase (decrease) in revenues		$	12,142	$	26,506	$	(20,937)		$	6,573


(1)	Primarily from the disposition of the Skyline properties by the receiver on December 21, 2016.

Results of Operations – Six Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Expenses

Our expenses, which consist of operating, depreciation and amortization, general and administrative expenses, acquisition and transaction related costs and Skyline properties impairment loss, were $907,024,000 for the six months ended June 30, 2017, compared to $1,048,211,000 for the prior year’s six months, a decrease of $141,187,000. Below are the details of the (decrease) increase by segment:

(Amounts in thousands)			Total		New York		Washington, DC			Other
(Decrease) increase due to:
Operating:
	Acquisitions, dispositions and other		$	(12,449)	$	(2,998)	$	(9,451)	⁽¹⁾	$	-
	Development and redevelopment			(807)		(3)		(895)			91
	Non-reimbursable expenses, including bad debt
		reserves		(2,239)		(2,268)		(239)			268
	Hotel Pennsylvania			1,267		1,267		-			-
	Trade shows			91		-		-			91
	BMS expenses			6,292		6,616		-			(324)
	Same store operations			23,952		16,556		2,139			5,257
				16,107		19,170		(8,446)			5,383

Depreciation and amortization:
	Acquisitions, dispositions and other			(6,427)		(292)		(6,135)	⁽¹⁾		-
	Development and redevelopment			(10,553)		-		(10,364)	⁽²⁾		(189)
	Same store operations			8,536		(329)		8,310			555
				(8,444)		(621)		(8,189)			366

General and administrative:
	Mark-to-market of deferred compensation plan
		liability		837		-		-			837	⁽³⁾
	Same store operations			4,023		4,377		(2,031)			1,677
				4,860		4,377		(2,031)			2,514

Acquisition and transaction related costs				6,990		-		-			6,990	⁽⁴⁾

Skyline properties impairment loss				(160,700)		-		(160,700)	⁽⁵⁾		-

Total (decrease) increase in expenses			$	(141,187)	$	22,926	$	(179,366)		$	15,253


(1)	Primarily from the disposition of the Skyline properties by the receiver on December 21, 2016.
(2)	Primarily due to the demolition of two adjacent office properties, 1726 M Street and 1150 17th Street.
(3)	This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.
(4)	Primarily from the transaction costs related to the spin-off of our Washington, DC business.
(5)	On March 15, 2016, we notified the servicer of the $678,000 mortgage loan on the Skyline properties in Virginia that cash flow would be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan was transferred to the special servicer. Consequently, based on our shortened estimated holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700 non-cash impairment loss in the first quarter of 2016. The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs, including a capitalization rate of 8.0% and a discount rate of 8.2%. In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to the loan agreement, the loan was in default and was subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remained unpaid. On August 24, 2016, the Skyline properties were placed into receivership. On December 21, 2016, the disposition of Skyline properties was completed by the servicer. In connection therewith, the Skyline properties' assets (approximately $236,535) and liabilities (approximately $724,412), were removed from our consolidated balance sheet which resulted in a net gain of $487,877. There was no taxable income related to this transaction.

Results of Operations – Six Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Income (Loss) from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the six months ended June 30, 2017 and 2016.

(Amounts in thousands)		Percentage
		Ownership at	For the Six Months Ended June 30,
		June 30, 2017	2017		2016
Our Share of Net Income (Loss):
UE⁽¹⁾		4.8%	$	20,303	$	2,365
Partially owned office buildings⁽²⁾		Various		(17,840)		(26,647)
Alexander's		32.4%		16,598		17,162
PREIT		8.0%		(3,732)		(4,815)
India real estate ventures		4.1%-36.5%		10		(2,620)
Other investments⁽³⁾		Various		32,382		10,957
			$	47,721	$	(3,598)


(1)	2017 includes a $15,900 net gain resulting from the issuance of UE operating partnership units.
(2)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.
(3)	Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Toys "R" Us, Inc. and others. In the second quarter of 2017, we recognized $26,687 of net gains, comprised of $15,314 representing our share of a net gain on the sale of Suffolk Downs and $11,373 representing the net gain on repayment of our debt investments in Suffolk Downs JV. See page 59 for details.

Income from Real Estate Fund Investments

Below are the components of the income from our real estate fund investments for the six months ended June 30, 2017 and 2016.

(Amounts in thousands)		For the Six Months Ended June 30,
		2017		2016
Net investment income		$	10,860	$	6,396
Net realized gain on exited investments			241		14,676
Previously recorded unrealized gain on exited investment			-		(14,254)
Net unrealized (loss) gain on held investments			(6,442)		20,855
Income from real estate fund investments ⁽¹⁾			4,659		27,673
Less income attributable to noncontrolling interests in consolidated subsidiaries			(8,198)		(14,818)
(Loss) income from real estate fund investments attributable to the Operating Partnership			(3,539)		12,855
Less loss (income) attributable to noncontrolling interests in Operating Partnership			221		(794)
(Loss) income from real estate fund investments attributable to Vornado		$	(3,318)	$	12,061


(1)	Excludes $2,381 and $1,695 of management and leasing fees for the six months ended June 30, 2017 and 2016, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Interest and Other Investment Income, net

Interest and other investment income, net, was $18,535,000 for the six months ended June 30, 2017, compared to $13,754,000 for the prior year’s six months, an increase of $4,781,000. This increase resulted primarily from an increase in the value of investments in our deferred compensation plan (offset by a corresponding decrease in the liability for plan assets in general and administrative expenses).

Results of Operations – Six Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Interest and Debt Expense

Interest and debt expense was $191,082,000 for the six months ended June 30, 2017, compared to $206,065,000 for the prior year’s six months, a decrease of $14,983,000. This decrease was primarily due to (i) $17,856,000 of interest savings from the disposition of the Skyline properties and the refinancing of theMART and (ii) $6,874,000 higher capitalized interest and debt expense, partially offset by (iii) $3,963,000 of higher interest expense from the refinancing of 350 Park Avenue and the $375,000,000 drawn on our $750,000,000 delayed draw term loan and (iv) $3,137,000 of higher interest expense from the 1535 Broadway capital lease obligation.

Income Tax Expense

For the six months ended June 30, 2017, income tax expense was $1,957,000, compared to $4,940,000 for the prior year’s six months, a decrease of $2,983,000.

Income from Discontinued Operations

The table below sets forth the combined results of operations of assets related to discontinued operations for the six months ended June 30, 2017 and 2016.


(Amounts in thousands)	For the Six Months Ended June 30,
	2017		2016
Total revenues	$	1,172	$	2,129
Total expenses		348		1,148
		824		981
Net gains on the sale of real estate		2,267		2,210
Pretax income from discontinued operations		3,091		3,191
Income tax expense		-		-
Income from discontinued operations	$	3,091	$	3,191

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $14,414,000 for the six months ended June 30, 2017, compared to $22,703,000 for the prior year’s six months, a decrease of $8,289,000. This decrease resulted primarily from lower net income allocated to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.

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

Net income attributable to noncontrolling interests in the Operating Partnership was $10,935,000 for the six months ended June 30, 2017, compared to $7,044,000 for the prior year’s six months, an increase of $3,891,000. This increase resulted primarily from higher net income subject to allocation to unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $32,258,000 for the six months ended June 30, 2017, compared to $40,727,000 for the prior year’s six months, a decrease of $8,469,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $32,355,000 for the six months ended June 30, 2017, compared to $40,824,000 for the prior year’s six months, a decrease of $8,469,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred units on September 1, 2016.

Results of Operations – Six Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Same Store EBITDA

Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year reporting periods. Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be property-level expenses, as well as other non-operating items. We also present cash basis same store NOI which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases 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 EBITDA should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of EBITDA to same store EBITDA for each of our segments and theMART and 555 California Street, which are included in Other, for the six months ended June 30, 2017 compared to June 30, 2016.

											555 California
(Amounts in thousands)			New York			Washington, DC		theMART			Street
EBITDA for the six months ended June 30, 2017			$	556,745		$	140,945	$	48,306		$	24,227
	Add-back:
		Non-property level overhead expenses included above		22,151			13,228		3,773			-
	Less EBITDA from:
		Acquisitions		(10,160)			-		169			-
		Dispositions		(533)			(384)		-			-
		Development properties placed into and out of service		(12,336)			(5,711)		-			-
		Other non-operating income, net		(2,887)			(713)		(20)			-
Same store EBITDA for the six months ended June 30, 2017			$	552,980		$	147,365	$	52,228		$	24,227

EBITDA for the six months ended June 30, 2016			$	700,624		$	(9,210)	$	48,993		$	23,732
	Add-back:
		Non-property level overhead expenses included above		17,774			15,259		3,344			189
	Less EBITDA from:
		Acquisitions		(152)			-		-			-
		Dispositions, including net gains on sale		(162,461)			(11,615)		-			-
		Development properties placed into and out of service		(16,078)			(5,702)		-			556
		Other non-operating loss, net		5,139			160,400		-			-
Same store EBITDA for the six months ended June 30, 2016			$	544,846		$	149,132	$	52,337		$	24,477

Increase (decrease) in same store EBITDA for the six months ended
	June 30, 2017 compared to June 30, 2016		$	8,134		$	(1,767)	$	(109)		$	(250)

% increase (decrease) in same store EBITDA				1.5%	⁽¹⁾⁽²⁾		(1.2%)		(0.2%)	⁽³⁾		(1.0%)


(1)	Excluding Hotel Pennsylvania, same store EBITDA increased by 1.2%.
(2)	The six months ended June 30, 2017 includes $2,557 one-time prior period tenant adjustments. Excluding this item, same store EBITDA increased by 2.0%.
(3)	The six months ended June 30, 2016 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store EBITDA increased by 3.8%.

Results of Operations – Six Months Ended June 30, 2017 Compared to June 30, 2016 - continued

Reconciliation of NOI to Same Store NOI

											555 California
(Amounts in thousands)			New York			Washington, DC		theMART			Street
NOI for the six months ended June 30, 2017			$	504,586		$	135,053	$	45,808		$	22,633
	Add-back:
		Non-property level overhead expenses included above		18,205			11,933		3,629			-
	Less NOI from:
		Acquisitions		(9,951)			-		169			-
		Dispositions		(533)			(382)		-			-
		Development properties placed into and out of service		(2,841)			(5,934)		-			-
		Other non-operating income, net		(6,971)			(713)		(31)			-
Same store NOI for the six months ended June 30, 2017			$	502,495		$	139,957	$	49,575		$	22,633

NOI for the six months ended June 30, 2016			$	603,069		$	(19,474)	$	45,955		$	13,922
	Add-back:
		Non-property level overhead expenses included above		13,995			12,815		3,201			189
	Less NOI from:
		Acquisitions		(105)			-		-			-
		Dispositions, including net gains on sale		(161,573)			(7,791)		-			-
		Development properties placed into and out of service		(3,905)			(6,074)		-			556
		Other non-operating (income) loss, net		(6,483)			160,400		-			-
Same store NOI for the six months ended June 30, 2016			$	444,998		$	139,876	$	49,156		$	14,667

Increase in same store NOI for the six months ended
	June 30, 2017 compared to June 30, 2016		$	57,497		$	81	$	419		$	7,966

% increase in same store NOI				12.9%	⁽¹⁾⁽²⁾		0.1%		0.9%	⁽³⁾		54.3%


(1)	Excluding Hotel Pennsylvania, same store NOI increased by 12.5%.
(2)	The six months ended June 30, 2017 includes $2,557 of one-time prior period tenant adjustments. Excluding this amount, same store NOI increased by 13.5%.
(3)	The six months ended June 30, 2016 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI increased by 5.2%.

SUPPLEMENTAL INFORMATION

Reconciliation of Net Income to EBITDA for the Three Months Ended March 31, 2017

(Amounts in thousands)	New York		Washington, DC
Net income attributable to Vornado for the three months ended March 31, 2017	$	83,823	$	20,455
Interest and debt expense		75,923		13,181
Depreciation and amortization		112,810		35,493
Income tax expense		227		367
EBITDA for the three months ended March 31, 2017	$	272,783	$	69,496

Reconciliation of EBITDA to Same Store EBITDA – Three Months Ended June 30, 2017 Compared to March 31, 2017

										555
(Amounts in thousands)			New York			Washington, DC		theMART		California
EBITDA for the three months ended June 30, 2017			$	283,962		$	71,449	$	24,122	$	12,144
	Add-back:
		Non-property level overhead expenses included above		9,908			6,276		2,063		-
	Less EBITDA from:
		Acquisitions		(164)			-		169		-
		Dispositions		(164)			(383)		-		-
		Development properties placed into and out of service		(6,081)			(3,454)		-		-
		Other non-operating income, net		(899)			(396)		-		-
Same store EBITDA for the three months ended June 30, 2017			$	286,562		$	73,492	$	26,354	$	12,144

EBITDA for the three months ended March 31, 2017			$	272,783		$	69,496	$	24,184	$	12,083
	Add-back:
		Non-property level overhead expenses included above		12,243			6,952		1,710		-
	Less EBITDA from:
		Acquisitions		-			-		31		-
		Dispositions		(228)			-		-		-
		Development properties placed into and out of service		(6,255)			(2,260)		-		-
		Other non-operating income, net		(1,892)			(316)		(20)		-
Same store EBITDA for the three months ended March 31, 2017			$	276,651		$	73,872	$	25,905	$	12,083

Increase (decrease) in same store EBITDA for the three months
	ended June 30, 2017 compared to March 31, 2017		$	9,911		$	(380)	$	449	$	61

% increase (decrease) in same store EBITDA				3.6%	⁽¹⁾⁽²⁾		(0.5%)		1.7%		0.5%


(1)	Excluding Hotel Pennsylvania, same store EBITDA decreased by 0.4%.
(2)	The three months ended June 30, 2017 includes $2,557 of one-time prior period tenant adjustments. Excluding this item, same store EBITDA increased by 4.5%.

SUPPLEMENTAL INFORMATION – CONTINUED

Reconciliation of NOI to Same Store NOI – Three Months Ended June 30, 2017 Compared to March 31, 2017

										555 California
(Amounts in thousands)			New York			Washington, DC		theMART		Street
NOI for the three months ended June 30, 2017			$	257,221		$	69,623	$	22,904	$	11,258
	Add-back:
		Non-property level overhead expenses included above		8,771			5,672		1,997		-
	Less NOI from:
		Acquisitions		(63)			-		169		-
		Dispositions		(164)			(382)		-		-
		Development properties placed into and out of service		(1,562)			(3,661)		-		-
		Other non-operating income, net		(2,252)			(396)		-		-
Same store NOI for the three months ended June 30, 2017			$	261,951		$	70,856	$	25,070	$	11,258

NOI for the three months ended March 31, 2017			$	247,365		$	65,430	$	22,904	$	11,375
	Add-back:
		Non-property level overhead expenses included above		9,434			6,261		1,632		-
	Less NOI from:
		Dispositions		(228)			-		-		-
		Development properties placed into and out of service		(1,279)			(2,275)		-		-
		Other non-operating income, net		(4,623)			(316)		(31)		-
Same store NOI for the three months ended March 31, 2017			$	250,669		$	69,100	$	24,505	$	11,375

Increase (decrease) in same store NOI for the three months ended
	June 30, 2017 compared to March 31, 2017		$	11,282		$	1,756	$	565	$	(117)

% increase (decrease) in same store NOI				4.5%	⁽¹⁾⁽²⁾		2.5%		2.3%		(1.0%)


(1)	Excluding Hotel Pennsylvania, same store NOI increased by 0.1%.
(2)	The three months ended June 30, 2017 includes $2,557 of one-time prior period tenant adjustments. Excluding this item, same store NOI increased by 5.5%.

Liquidity and Capital Resources

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

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

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

Liquidity and Capital Resources – continued

Cash Flows for the Six Months Ended June 30, 2017

Our cash and cash equivalents and restricted cash were $1,557,689,000 as of June 30, 2017, a $41,633,000 decrease from the balance at December 31, 2016. Our consolidated outstanding debt, net was $10,837,585,000 as of June 30, 2017, a $225,900,000 increase from the balance at December 31, 2016. As of June 30, 2017 and December 31, 2016, $115,630,000 was outstanding under our revolving credit facilities. During the remainder of 2017 and 2018, $117,919,000 and $207,930,000, respectively, of our outstanding debt matures; we may refinance this maturing debt as it comes due or choose to repay it.

Net Cash Provided by Operating Activities

Net cash provided by operating activities of $316,217,000 was comprised of (i) net income of $221,331,000, (ii) $222,708,000 of non-cash adjustments, which include depreciation and amortization expense, the effect of straight-lining of rents, amortization of below-market leases, net, net realized and unrealized loss on real estate fund investments, net gains on sale of real estate and other, equity in net income from partially owned entities and net gains on disposition of wholly owned and partially owned assets and (iii) distributions of income from partially owned entities of $44,778,000, partially offset by (iv) the net change in operating assets and liabilities of $172,600,000.

Net Cash Used in Investing Activities

Net cash used in investing activities of $251,529,000 was primarily comprised of (i) $191,073,000 of development costs and construction in progress, (ii) $139,611,000 of additions to real estate, (iii) $27,720,000 of investments in partially owned entities and (iv) $11,841,000 of acquisitions of real estate, partially offset by (v) $113,507,000 of capital distributions from partially owned entities and (vi) $5,180,000 of proceeds from sales of real estate and related investments.

Net Cash Used in Financing Activities

Net cash used in financing activities of Vornado Realty Trust of $106,321,000 was primarily comprised of (i) $268,817,000 of dividends paid on common shares, (ii) $32,258,000 of dividends paid on preferred shares, (iii) $25,617,000 of distributions to noncontrolling interests and (iv) $13,971,000 for the repayments of borrowings, partially offset by (v) $226,929,000 of proceeds from borrowings and (vi) $9,626,000 of proceeds received from exercise of employee share options.

Net cash used in financing activities of the Operating Partnership of $106,321,000 was primarily comprised of (i) $268,817,000 of distributions to Vornado, (ii) $32,258,000 of distributions to preferred unitholders, (iii) $25,617,000 of distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries and (iv) $13,971,000 for the repayments of borrowings, partially offset by (v) $226,929,000 of proceeds from borrowings and (vi) $9,626,000 of proceeds received from exercise of Vornado stock options.

Liquidity and Capital Resources – continued

Capital Expenditures for the Six Months Ended June 30, 2017

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

Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to the cash expended for the six months ended June 30, 2017.

										555 California
(Amounts in thousands)				Total		New York		theMART		Street		Washington, DC
Expenditures to maintain assets				$	54,674	$	39,972	$	4,361	$	3,148	$	7,193
Tenant improvements					56,737		14,828		7,309		3,454		31,146
Leasing commissions					15,264		7,768		1,083		768		5,645
Non-recurring capital expenditures					37,725		32,905		110		526		4,184
Total capital expenditures and leasing
	commissions (accrual basis)				164,400		95,473		12,863		7,896		48,168
Adjustments to reconcile to cash basis:
		Expenditures in the current year
			applicable to prior periods		65,985		26,238		5,987		8,439		25,321
		Expenditures to be made in future
			periods for the current period		(68,784)		(25,576)		(7,704)		4,263		(39,767)
Total capital expenditures and leasing
	commissions (cash basis)			$	161,601	$	96,135	$	11,146	$	20,598	$	33,722

Tenant improvements and leasing commissions:
	Per square foot per annum			$	8.37	$	9.16	$	6.18	$	8.80	$	7.51
	Percentage of initial rent				13.2%		11.2%		13.1%		10.1%		17.5%

Development and Redevelopment Expenditures for the Six Months Ended June 30, 2017

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

We are constructing a residential condominium tower containing 397,000 salable square feet on our 220 Central Park South development site. The incremental development cost of this project is estimated to be approximately $1.3 billion, of which $744,967,000 has been expended as of June 30, 2017.

We are developing a 173,000 square foot Class A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan (55.0% owned). The incremental development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000. As of June 30, 2017, $50,847,000 has been expended, of which our share is $27,966,000.

We are developing a 170,000 square foot office and retail building at 61 Ninth Avenue, located on the southwest corner of Ninth Avenue and 15th Street in the West Chelsea submarket of Manhattan. In February 2016, the venture purchased an adjacent five story loft building and air rights in exchange for a 10% common and preferred equity interest in the venture valued at $19,400,000, which reduced our ownership interest to 45.1% from 50.1%. The incremental development cost of this project is estimated to be approximately $152,000,000, of which our share is $69,000,000. As of June 30, 2017, $74,055,000 has been expended, of which our share is $33,399,000.

Liquidity and Capital Resources – continued

Development and Redevelopment Expenditures for the Six Months Ended June 30, 2017 - continued

We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway and Houston Street in Manhattan (50.0% owned). The venture’s incremental development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of June 30, 2017, $28,430,000 has been expended, of which our share is $14,215,000.

During the first quarter of 2017, we completed the demolition of two adjacent Washington, DC office properties, 1726 M Street and 1150 17th Street, and will replace them in the future with a new 335,000 square foot Class A office building, to be addressed 1700 M Street. The incremental development cost of the project is estimated to be approximately $170,000,000, of which $18,577,000 has been expended as of June 30, 2017.

A joint venture in which we have a 50.1% ownership interest is redeveloping the historic Farley Post Office building which will include a new Moynihan Train Hall and approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. As of June 30, 2017, $255,467,000 has been expended, of which our share is $127,989,000. The joint venture has also entered into a development agreement with Empire State Development (“ESD”) and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bears a full guaranty from Skanska AB.

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

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

Below is a summary of development and redevelopment expenditures incurred for the six months ended June 30, 2017. These expenditures include interest of $23,312,000, payroll of $4,581,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $15,089,000, which were capitalized in connection with the development and redevelopment of these projects.

							555 California
(Amounts in thousands)	Total		New York		theMART		Street		Washington, DC		Other
220 Central Park South	$	126,384	$	-	$	-	$	-	$	-	$	126,384
606 Broadway		9,467		9,467		-		-		-		-
1700 M Street		7,442		-		-		-		7,442		-
The Bartlett		6,690		-		-		-		6,690		-
315/345 Montgomery Street		6,632		-		-		6,632		-		-
90 Park Avenue		6,002		6,002		-		-		-		-
Penn Plaza		3,724		3,724		-		-		-		-
304 Canal Street		2,534		2,534		-		-		-		-
Other		22,198		5,138		3,957		-		12,207		896
	$	191,073	$	26,865	$	3,957	$	6,632	$	26,339	$	127,280

Liquidity and Capital Resources – continued

Cash Flows for the Six Months Ended June 30, 2016

Our cash and cash equivalents and restricted cash were $1,738,695,000 at June 30, 2016, a $204,811,000 decrease from the balance at December 31, 2015. The decrease is due to cash flows from investing and financing activities, partially offset by cash flows from operating activities, as discussed below.

Net Cash Provided by Operating Activities

Net cash provided by operating activities of $318,805,000 was comprised of (i) net income of $176,774,000, (ii) $189,482,000 of non-cash adjustments, which include depreciation and amortization expense, real estate impairment losses, net gain on the disposition of wholly owned and partially owned assets, the effect of straight-lining of rents, net realized and unrealized gain on real estate fund investments and equity in net loss of partially owned entities, (iii) return of capital from real estate fund investments of $71,888,000, (iv) distributions of income from partially owned entities of $42,012,000, partially offset by (v) the net change in operating assets and liabilities of $161,351,000.

Net Cash Used in Investing Activities

Net cash used in investing activities of $440,942,000 was primarily comprised of (i) $277,214,000 of development costs and construction in progress, (ii) $170,265,000 of additions to real estate, (iii) $91,100,000 of acquisitions of real estate and other, (iv) $90,659,000 of investments in partially owned entities, (v) $48,000,000 due to the net deconsolidation of 7 West 34th Street, (vi) $11,700,000 of investments in loans receivable and other and (vii) $4,379,000 in purchases of marketable securities, partially offset by (viii) $159,888,000 of proceeds from sales of real estate and related investments and (ix) $92,465,000 of capital distributions from partially owned entities.

Net Cash Used in Financing Activities

Net cash used in financing activities of Vornado Realty Trust of $82,674,000 was comprised of (i) $1,032,115,000 for the repayments of borrowings, (ii) $237,832,000 of dividends paid on common shares, (iii) $83,266,000 of distributions to noncontrolling interests, (iv) $40,727,000 of dividends paid on preferred shares, (v) $29,478,000 of debt issuance and other costs, and (vi) $186,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings and other, partially offset by (vii) $1,325,246,000 of proceeds from borrowings, (viii) $11,874,000 of contributions from noncontrolling interests and (ix) $3,810,000 of proceeds received from exercise of employee share options.

Net cash used in financing activities of the Operating Partnership of $82,674,000 was comprised of (i) $1,032,115,000 for the repayments of borrowings, (ii) $237,832,000 of distributions to Vornado, (iii) $83,266,000 of distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries, (iv) $40,727,000 of distributions to preferred unitholders, (v) $29,478,000 of debt issuance and other costs, and (vi) $186,000 for the repurchase of Class A units related to stock compensation agreements and related tax withholdings and other, partially offset by (vii) $1,325,246,000 of proceeds from borrowings, (viii) $11,874,000 of contributions from noncontrolling interests in consolidated subsidiaries and (ix) $3,810,000 of proceeds received from exercise of Vornado stock options.

Liquidity and Capital Resources – continued

Capital Expenditures for the Six Months Ended June 30, 2016

Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to the cash expended for the six months ended June 30, 2016.

										555 California
(Amounts in thousands)				Total		New York		theMART		Street		Washington, DC
Expenditures to maintain assets				$	37,688	$	22,201	$	6,653	$	2,400	$	6,434
Tenant improvements					46,270		38,490		1,383		-		6,397
Leasing commissions					24,939		22,499		146		-		2,294
Non-recurring capital expenditures					22,971		17,104		132		874		4,861
Total capital expenditures and leasing
	commissions (accrual basis)				131,868		100,294		8,314		3,274		19,986
Adjustments to reconcile to cash basis:
		Expenditures in the current year
			applicable to prior periods		118,340		60,696		14,903		5,056		37,685
		Expenditures to be made in future
			periods for the current period		(44,768)		(38,368)		2,550		2,757		(11,707)
Total capital expenditures and leasing
	commissions (cash basis)			$	205,440	$	122,622	$	25,767	$	11,087	$	45,964

Tenant improvements and leasing commissions:
	Per square foot per annum			$	6.20	$	6.88	$	3.46	$	9.20	$	4.00
	Percentage of initial rent				9.9%		8.6%		6.8%		10.9%		10.0%

Development and Redevelopment Expenditures for the Six Months Ended June 30, 2016

Below is a summary of development and redevelopment expenditures incurred for the six months ended June 30, 2016. These expenditures include interest of $16,438,000, payroll of $6,401,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $30,224,000, which were capitalized in connection with the development and redevelopment of these projects.

							555 California
(Amounts in thousands)	Total		New York		theMART		Street		Washington, DC		Other
220 Central Park South	$	130,696	$	-	$	-	$	-	$	-	$	130,696
The Bartlett		48,700		-		-		-		48,700		-
640 Fifth Avenue		17,368		17,368		-		-		-		-
90 Park Avenue		16,243		16,243		-		-		-		-
2221 South Clark Street (residential conversion)		12,589		-		-		-		12,589		-
Wayne Towne Center		7,055		-		-		-		-		7,055
Penn Plaza		6,766		6,766		-		-		-		-
330 West 34th Street		2,812		2,812		-		-		-		-
Other		34,985		5,391		11,031		836		17,713		14
	$	277,214	$	48,580	$	11,031	$	836	$	79,002	$	137,765

Liquidity and Capital Resources – continued

Other Commitments and Contingencies

As of June 30, 2017, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $52,000,000.

As of June 30, 2017, we have construction commitments aggregating approximately $543,000,000.

Funds From Operations (“FFO”)

Vornado Realty Trust

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 18 – Income Per Share/Income Per Class A Unit, in our consolidated financial statements on page 38 of this Quarterly Report on Form 10-Q.

FFO for the Three and Six Months Ended June 30, 2017 and 2016

FFO attributable to common shareholders plus assumed conversions was $257,673,000, or $1.35 per diluted share for the three months ended June 30, 2017, compared to $229,432,000, or $1.21 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $463,422,000, or $2.43 per diluted share for the six months ended June 30, 2017, compared to $433,104,000, or $2.28 per diluted share, for the prior year’s six months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.

(Amounts in thousands, except per share amounts)			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2017		2016		2017		2016
Reconciliation of our net income to FFO:
Net income attributable to common shareholders			$	115,972	$	220,463	$	163,724	$	106,300
	Per diluted share		$	0.61	$	1.16	$	0.86	$	0.56

FFO adjustments:
Depreciation and amortization of real property			$	128,527	$	133,218	$	258,996	$	267,339
Net gains on sale of real estate				-		(161,721)		(2,267)		(161,721)
Real estate impairment losses				-		-		-		160,700
Proportionate share of adjustments to equity in net income (loss) of
	partially owned entities to arrive at FFO:
		Depreciation and amortization of real property		37,682		38,308		76,756		77,354
		Net gains on sale of real estate		(15,339)		(319)		(17,192)		(319)
		Real estate impairment losses		167		49		3,218		4,402
				151,037		9,535		319,511		347,755
Noncontrolling interests' share of above adjustments				(9,356)		(588)		(19,873)		(21,469)
FFO adjustments, net			$	141,681	$	8,947	$	299,638	$	326,286

FFO attributable to common shareholders (non-GAAP)			$	257,653	$	229,410	$	463,362	$	432,586
Convertible preferred share dividends				20		22		60		43
Earnings allocated to Out-Performance Plan units				-		-		-		475
FFO attributable to common shareholders plus assumed
	conversions (non-GAAP)		$	257,673	$	229,432	$	463,422	$	433,104
	Per diluted share (non-GAAP)		$	1.35	$	1.21	$	2.43	$	2.28

Reconciliation of Weighted Average Shares
Weighted average common shares outstanding		189,395	188,772	189,304	188,715
Effect of dilutive securities:
	Employee stock options and restricted share awards	1,011	1,070	1,089	1,020
	Convertible preferred shares	38	43	57	43
	Out-Performance Plan units	-	-	-	265
Denominator for FFO per diluted share		190,444	189,885	190,450	190,043

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

(Amounts in thousands, except per share amounts)		2017					2016
				Weighted	Effect of 1%				Weighted
		June 30,		Average	Change In		December 31,		Average
		Balance		Interest Rate	Base Rates		Balance		Interest Rate
Consolidated debt:
	Variable rate	$	3,993,090	2.86%	$	39,931	$	3,765,054	2.40%
	Fixed rate		6,934,795	3.82%		-		6,949,873	3.82%
		$	10,927,885	3.47%		39,931	$	10,714,927	3.32%
Pro rata share of debt of non-consolidated
	entities (non-recourse):
	Variable rate – excluding Toys "R" Us, Inc.	$	1,272,836	2.96%		12,728	$	1,109,376	2.49%
	Variable rate – Toys "R" Us, Inc.		1,255,604	6.43%		12,556		1,162,072	6.05%
	Fixed rate - excluding Toys "R" Us, Inc.		2,102,611	5.04%		-		2,120,068	5.04%
	Fixed rate - Toys "R" Us, Inc.		466,577	10.06%		-		671,181	9.42%
		$	5,097,628	5.32%		25,284	$	5,062,697	5.30%
Noncontrolling interests' share of consolidated
	subsidiaries					(1,427)
Total change in annual net income attributable to
	the Operating Partnership					63,788
Noncontrolling interests’ share of the Operating
	Partnership					(3,948)
Total change in annual net income attributable to
	Vornado				$	59,840
Total change in annual net income attributable to
	the Operating Partnership per diluted
	Class A unit				$	0.31
Total change in annual net income attributable to
	Vornado per diluted share				$	0.31

We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of June 30, 2017, we have an interest rate swap on a $410,000,000 mortgage loan on Two Penn Plaza that swapped the rate from LIBOR plus 1.65% (2.70% as of June 30, 2017) to a fixed rate of 4.78% through March 2018, an interest rate swap on a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (2.65% as of June 30, 2017) to a fixed rate of 3.15% through December 2020 and an interest rate swap on a $700,000,000 mortgage loan on 770 Broadway that swapped the rate from LIBOR plus 1.75% (2.83% as of June 30, 2017) to a fixed rate of 2.56% through September 2020.

Fair Value of Debt

The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of June 30, 2017, the estimated fair value of our consolidated debt was $11,004,000,000.

100

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures (Vornado Realty Trust)

Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2017, such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures (Vornado Realty L.P.)

Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2017, such disclosure controls and procedures were effective.

101

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Vornado Realty Trust

None.

Vornado Realty L.P.

During the quarter ended June 30, 2017, we issued 30,204 Class A units in connection with equity awards issued pursuant to Vornado’s omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, and consideration received included $774,032 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.

102

SIGNATURES

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

		VORNADO REALTY TRUST
		(Registrant)


Date: July 31, 2017	By:	/s/ Matthew Iocco
		Matthew Iocco, Chief Accounting Officer (duly authorized officer and principal accounting officer)

103

SIGNATURES

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

		VORNADO REALTY L.P.
		(Registrant)


Date: July 31, 2017	By:	/s/ Matthew Iocco
		Matthew Iocco, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

104

	EXHIBIT INDEX

Exhibit No.

	10.32	**	-	Form of 2017 Amendment to Vornado Realty Trust 2015, 2016, and 2017 Outperformance Plan Award Agreements.

	15.1		-	Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust

	15.2		-	Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.

	31.1		-	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust

	31.2		-	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust

	31.3		-	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.

	31.4		-	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.

	32.1		-	Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust

	32.2		-	Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust

	32.3		-	Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.

	32.4		-	Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.

	101.INS		-	XBRL Instance Document of Vornado Realty Trust and Vornado Realty L.P.

	101.SCH		-	XBRL Taxonomy Extension Schema of Vornado Realty Trust and Vornado Realty L.P.

	101.CAL		-	XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P.

	101.DEF		-	XBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P.

	101.LAB		-	XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P.

	101.PRE		-	XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P.


		**		Management contract or compensatory agreement

105

EXHIBIT 10.32

FORM OF 2017 AMENDMENT TO

2015, 2016 AND 2017 OUTPERFORMANCE PLAN AWARD AGREEMENTS

THIS AMENDMENT (this “Amendment”) to the VORNADO REALTY TRUST
20__ OUTPERFORMANCE PLAN AWARD AGREEMENT (the “Agreement”) is made and entered into as of [__________], 2017. All capitalized terms used herein and not otherwise defined shall have the respective meaning set forth in the Agreement.

W I T N E S S E T H:

WHEREAS, VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary VORNADO REALTY L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the person named on the signature page hereof (the “Grantee”) are parties to the Agreement whereby the Grantee was awarded by the Compensation Committee of the Board of Trustees of the Company (the “Committee”) an award under the 20__ outperformance plan (the “Award”) pursuant to the Company’s 2010 Omnibus Share Plan, as amended; and

WHEREAS, on June 26, 2017, the Company announced that its board of trustees had set a record date of July 7, 2017 for the previously announced spin-off of JBG SMITH Properties, a Maryland real estate investment trust (“JBG SMITH”), a subsidiary of the Company (the “JBGS Distribution Record Date”), which will hold the Company’s Washington, DC business, currently known as Vornado/Charles E. Smith, and which, immediately following the spin-off, will be combined with the operating company and certain assets of The JBG Companies.

WHEREAS, the Company distributed one common share of beneficial interest, par value $0.01 per share (“JBGS Common Share”), of JBG SMITH for every two Common Shares of the Company held by Vornado shareholders of record as of the JBGS Distribution Record Date, and immediately prior to such distribution, the Partnership distributed one common limited partnership unit of JBG SMITH Properties LP, JBG SMITH’s operating partnership (“JBGS OP”), for every two common limited partnership units of the Partnership held by Partnership unitholders of record as of the JBGS Distribution Record Date.

WHEREAS, the distribution of JBGS Common Shares and JBG SMITH Properties LP common limited partnership units occurred on July 17, 2017 (the “JBGS Distribution Date”) and on the following day trading of the JBGS Common Shares began on the New York Stock Exchange under the symbol “JBGS”.

WHEREAS, Section 8 of the Agreement provides, in relevant part, that if the Company shall at any time be involved in a spin-off of a Subsidiary, business unit or significant portion of its assets or any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable or proportionate adjustment in the terms of Awards, the Agreement or the 20__ OPP Units to avoid distortion in value, then the Committee shall take such action as it deems necessary to maintain the Grantee’s rights so that they are substantially proportionate to the rights existing under Awards and the terms of the 20__

OPP Units prior to such event, including, without limitation, interpretations of or modifications to any defined term and adjustments in any calculations provided for in the Agreement.

WHEREAS, the Committee determined that the Agreement should be amended as set forth herein so as to adjust Awards proportionately in accordance with Section 8 of the Agreement to maintain the Grantees’ rights, so that performance is measured based on the aggregate value the Company’s Common Shares and the Common Shares of JBG SMITH distributed to the Company’s shareholders in the spin off transaction

NOW, THEREFORE, the Company and the Partnership, with Grantee’s approval, hereby amend the Agreement as follows:

SECTION 1. The following additional definitions are hereby added to the Agreement:

“Distributed JBGS Common Shares” means ___________ JBGS Common Shares, consisting of the sum of: (A) _____________ JBGS Common Shares distributed on the JBGS Distribution Date such that each holder of Common Shares of the Company received one JBGS Common Share for every two Common Shares held as of the close of business on the JBGS Distribution Record Date; plus (B) __________ JBGS Common Shares issuable in exchange for the ______________ common limited partnership units of JBGS OP distributed to holders of Units of the Partnership other than the Company on the JBGS Distribution Date such that each holder of common limited partnership units in the Partnership received one common limited partnership unit of JBGS OP for every two common limited partnership units in the Partnership held as of the close of business on the JBGS Distribution Record Date (assuming that all such JBGS OP partnership units were tendered to JBG SMITH for redemption pursuant to Section __ of the JBGS OP partnership agreement).

SECTION 2. The following definitions in the Agreement are hereby amended by replacing them in their entirety with the following definitions:

“Dividend Payment” means, as of a particular date, for each distribution declared and paid on one Class A Unit between the Effective Date and such date (excluding dividends and distributions paid in the form of additional Common Shares and Class A Units unless adjustment is otherwise made pursuant to Section 8 hereof) the amount of such distribution; provided, however, that the distribution of JBGS Common Shares on the JBGS Distribution Date shall not be considered a “Divided Payment.”

“Final Total Return” means (without double-counting), as of the Final Valuation Date, an amount equal to the sum of: (A) the Final Total Shares multiplied by the highest Common Share Price among those calculated for every Averaging Period ending on a day within the period of one hundred and twenty (120) consecutive days immediately preceding the Final Valuation Date; plus (B) an amount equal to the sum of the total dividends and other distributions actually declared or paid between the Effective Date and the Final Valuation Date (excluding (i) dividends and distributions paid in the form of additional Common Shares or Units and (ii) the distribution of JBGS Common Shares on the JBGS Distribution Date) so long as the “ex-dividend” date with respect thereto falls prior to the Final Valuation Date, in respect of Common Shares and Class A Units (it being understood, for the avoidance of doubt, that such

total dividends and distributions shall be calculated by multiplying the amount of each per share dividend or distribution declared by the actual number of securities outstanding as of each record date with respect to the applicable dividend or distribution payment date, and not by multiplying the aggregate amount of distributions paid on one Partnership Unit that was outstanding as of the Effective Date between the Effective Date and the Final Valuation Date by the number of Final Total Shares); plus (C) an amount equal to the sum of (i) the product of (x) the Fair Market Value, calculated as an average over the same Averaging Period used for purposes of clause (A) above, of a JBGS Common Share times (y) the Distributed JBGS Common Shares and (ii) the aggregate of all dividends and other distributions actually declared or paid with respect to the Distributed JBGS Common Shares between the JBGS Distribution Date and the Final Valuation Date (including the Fair Market Value as of the dividend payment date of dividends and distributions paid in the form of additional JBGS Common Shares or JBGS OP units or otherwise in kind, but without double counting with adjustments made with respect thereto pursuant to Section 8 hereof, if any) so long as the “ex-dividend” date with respect thereto falls prior to the Final Valuation Date, in respect of the Distributed JBGS Common Shares (it being understood, for the avoidance of doubt, that such dividends and distributions shall be calculated by multiplying the amount of each per share dividend or distribution declared by the number of Distributed JBGS Common Shares).

SECTION 3. The provisions of Section 6 of the Agreement (“Distributions”) shall not apply to the distribution of JBGS SMITH Common Shares or JBGS OP limited partnership units.

SECTION 4. Section 8 of the Agreement is hereby amended by replacing it in its entirety with the following text:

“8. Changes in Capital Structure. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or significant portion of its assets or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital stock of the Company or any other event that constitutes a change in stock under the terms of the Share Plan shall occur, (iii) any extraordinary dividend or other distribution to holders of Common Shares or Class A Units shall be declared and paid other than in the ordinary course, or (iv) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable or proportionate adjustment in the terms of this Award, this Agreement or the 20__ OPP Units to avoid distortion in the value of this Award, then the Committee shall take such action as it deems necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the 20__ OPP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards under the Share Plan or otherwise. If JBG SMITH shall at any time after the JBGS Distribution Date be involved in a transaction of the type described in clauses (i) through (iv) above and in the good faith judgment of the Committee action is necessary by way of appropriate equitable or proportionate adjustment in the definitions of “Distributed JBGS Common Shares” or “Final Total Return” to avoid distortion in the value of this Award, then the Committee shall take such action as it deems necessary to maintain the

Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the 20__ OPP Units prior to such event, including, without limitation, interpretations of or modifications to any defined term in this Agreement, adjustments in any calculations provided for in this Agreement, or otherwise.

SECTION 4. All other terms of the Agreement shall be unaffected by this Amendment.

	VORNADO REALTY TRUST



	By: _______________________ Joseph Macnow Executive Vice President – Chief Financial Officer and Chief Administrative Officer




	VORNADO REALTY L.P.

	By: Vornado Realty Trust, its general partner


	By: _______________________ Joseph Macnow Executive Vice President – Chief Financial Officer and Chief Administrative Officer


	Grantee’s consent:


	Name: ____________________________

EXHIBIT 15.1

July 31, 2017

Vornado Realty Trust

New York, New York

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Vornado Realty Trust for the periods ended June 30, 2017, and 2016, as indicated in our report dated July 31, 2017; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, is incorporated by reference in the following Registration Statements of Vornado Realty Trust:

Amendment No.1 to Registration Statement No. 333-36080 on Form S-3

Registration Statement No. 333-64015 on Form S-3

Amendment No.1 to Registration Statement No. 333-50095 on Form S-3

Registration Statement No. 333-52573 on Form S-8

Registration Statement No. 333-76327 on Form S-3

Amendment No.1 to Registration Statement No. 333-89667 on Form S-3

Amendment No.1 to Registration Statement No. 333-102215 on Form S-3

Amendment No.1 to Registration Statement No. 333-102217 on Form S-3

Registration Statement No. 333-105838 on Form S-3

Registration Statement No. 333-107024 on Form S-3

Registration Statement No. 333-109661 on Form S-3

Registration Statement No. 333-114146 on Form S-3

Registration Statement No. 333-114807 on Form S-3

Registration Statement No. 333-121929 on Form S-3

Amendment No.1 to Registration Statement No. 333-120384 on Form S-3

Registration Statement No. 333-126963 on Form S-3

Registration Statement No. 333-139646 on Form S-3

Registration Statement No. 333-141162 on Form S-3

Registration Statement No. 333-150592 on Form S-3

Registration Statement No. 333-166856 on Form S-3

Registration Statement No. 333-172880 on Form S-8

Registration Statement No. 333-191865 on Form S-4

and in the joint Registration Statement No. 333-203294 on Form S-3 of Vornado Realty Trust and Vornado Realty L. P.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

EXHIBIT 15.2

July 31, 2017

Vornado Realty L.P.

New York, New York

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of Vornado Realty L.P. for the periods ended June 30, 2017, and 2016, as indicated in our report dated July 31, 2017; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, is incorporated by reference in joint Registration Statement No. 333-203294 on Form S-3 of Vornado Realty Trust and Vornado Realty L.P.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

EXHIBIT 31.1

CERTIFICATION

I, Steven Roth, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	July 31, 2017
	/s/ Steven Roth
	Steven Roth
	Chairman of the Board and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Joseph Macnow, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty Trust;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	July 31, 2017
	/s/ Joseph Macnow
	Joseph Macnow
	Executive Vice President – Chief Financial Officer and Chief Administrative Officer

EXHIBIT 31.3

CERTIFICATION

I, Steven Roth, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty L.P.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	July 31, 2017
	/s/ Steven Roth
	Steven Roth
	Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.

EXHIBIT 31.4

CERTIFICATION

I, Joseph Macnow, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty L.P.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	July 31, 2017
	/s/ Joseph Macnow
	Joseph Macnow
	Executive Vice President – Chief Financial Officer and Chief Administrative Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty Trust (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for quarter ended June 30, 2017 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


July 31, 2017		/s/ Steven Roth
	Name:	Steven Roth
	Title:	Chairman of the Board and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)


July 31, 2017		/s/ Joseph Macnow
	Name:	Joseph Macnow
	Title:	Executive Vice President – Chief Financial Officer and Chief Administrative Officer

EXHIBIT 32.3

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that:


July 31, 2017		/s/ Steven Roth
	Name:	Steven Roth
	Title:	Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.

EXHIBIT 32.4

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that:


July 31, 2017		/s/ Joseph Macnow
	Name:	Joseph Macnow
	Title:	Executive Vice President – Chief Financial Officer and Chief Administrative Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.