Vornado Realty Trust

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 29, 2019

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)



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

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)



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



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

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

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

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



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

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

Emerging growth company o

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

Item 2.02. Results of Operations and Financial Condition.

On April 29, 2019, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the first quarter of 2019. That press release referred to certain supplemental financial information that is available on the Company’s website. That press release and the supplemental financial information are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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



	99.1		Vornado Realty Trust Press Release Dated April 29, 2019
	99.2		Vornado Realty Trust supplemental operating and financial data for the quarter ended March 31, 2019

SIGNATURE

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



	VORNADO REALTY TRUST
	(Registrant)

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

Date: April 29, 2019

SIGNATURE

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



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

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

Date: April 29, 2019

Exhibit

EXHIBIT 99.1

Vornado Announces First Quarter 2019 Financial Results

April 29, 2019 11:00 AM Eastern Standard Time

NEW YORK.......VORNADO REALTY TRUST (NYSE: VNO) reported today:

Quarter Ended March 31, 2019 Financial Results

NET INCOME attributable to common shareholders for the quarter ended March 31, 2019 was $181.5 million, or $0.95 per diluted share, compared to net loss attributable to common shareholders of $17.8 million, or $0.09 per diluted share, for the prior year's quarter. Adjusting net income (loss) attributable to common shareholders for the items that impact the comparability of period-to-period net income (loss) listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarters ended March 31, 2019 and 2018 was $24.8 million and $55.3 million, or $0.13 and $0.29 per diluted share, respectively. The decrease in net income, as adjusted was partially due to $16.2 million, or $0.08 per share, of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement to participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 will be completely offset by lower non-cash stock-based compensation expense of $2.6 million in each of the second, third and fourth quarters of 2019 and $8.4 million thereafter.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended March 31, 2019 was $247.7 million, or $1.30 per diluted share, compared to $135.0 million, or $0.71 per diluted share, for the prior year's quarter. Adjusting FFO attributable to common shareholders plus assumed conversions for the items that impact the comparability of period-to-period FFO listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended March 31, 2019 and 2018 was $149.9 million and $172.9 million, or $0.79 and $0.91 per diluted share, respectively. The decrease in FFO, as adjusted was partially due to $16.2 million, or $0.08 per share, of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock, as described above.

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



(Amounts in thousands, except per share amounts)	For the Three Months Ended March 31,
	2019			2018
Net income (loss) attributable to common shareholders	$	181,488		$	(17,841	)
Per diluted share	$	0.95		$	(0.09	)

Certain (income) expense items that impact net income (loss) attributable to common shareholders:
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units	$	(130,954	)	$	—
Net gain from sale of Urban Edge Properties ("UE") common shares	(62,395		)	—
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022	22,540			—
Mark-to-market (increase) decrease in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)	(16,068		)	32,875
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019)	15,649			—
Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation	—			23,503
Preferred share issuance costs	—			14,486
Previously capitalized internal leasing costs⁽¹⁾	—			(1,348		)
Other	4,056			8,666
	(167,172		)	78,182
Noncontrolling interests' share of above adjustments	10,498			(5,001		)
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders	$	(156,674	)	$	73,181

Net income attributable to common shareholders, as adjusted (non-GAAP)	$	24,814		$	55,340
Per diluted share (non-GAAP)	$	0.13		$	0.29

____________________________________________________________


(1)	See note on the following page.

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



(Amounts in thousands, except per share amounts)	For the Three Months Ended March 31,
	2019			2018
FFO attributable to common shareholders plus assumed conversions (non-GAAP)⁽²⁾	$	247,684		$	135,000
Per diluted share (non-GAAP)	$	1.30		$	0.71

Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units	$	(130,954	)	$	—
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022	22,540			—
Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation	—			23,503
Preferred share issuance costs	—			14,486
Previously capitalized internal leasing costs⁽¹⁾	—			(1,348		)
Other	4,110			3,607
	(104,304		)	40,248
Noncontrolling interests' share of above adjustments	6,559			(2,341		)
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(97,745	)	$	37,907

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	149,939		$	172,907
Per diluted share (non-GAAP)	$	0.79		$	0.91

____________________________________________________________

(1)

"Net income, as adjusted" and "FFO, as adjusted" for the three months ended March 31, 2018 have been reduced by $1,348, or $0.01 per diluted share, for previously capitalized internal leasing costs to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.


(2)	See page 11 for a reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months ended March 31, 2019 and 2018.

First Quarter Activity:

Dispositions:

220 CPS

During the first quarter of 2019, we closed on the sale of 12 condominium units at 220 CPS for net proceeds aggregating $425,484,000 and resulting in a financial statement net gain of $157,899,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $26,945,000 of income tax expense was recognized in our consolidated statements of income. From inception to March 31, 2019, we closed on the sale of 23 units for aggregate net proceeds of $640,260,000 which was used to pay $637,000,000 of the $950,000,000 220 CPS loan.

Lexington

On March 1, 2019, we sold all of our 18,468,969 common shares of Lexington realizing net proceeds of $167,698,000. For the three months ended March 31, 2019, we recorded a $16,068,000 mark-to-market increase in the fair value of our common shares for the period from January 1, 2019 through the date of sale, which is included in "interest and other investment income (loss), net" on our consolidated statements of income.

On March 4, 2019, we converted to common shares and sold all of our 5,717,184 partnership units of UE, realizing net proceeds of $108,512,000. The sale resulted in a net gain of $62,395,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the three months ended March 31, 2019.

Fifth Avenue and Times Square JV

On April 18, 2019 ("Closing Date"), we entered into a transaction agreement (the "Transaction Agreement") with a group of institutional investors (the "Investors"). The Transaction Agreement provides for a series of transactions (collectively, the "Transaction") pursuant to which (i) prior to the Closing Date, the Operating Partnership contributed its interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the “Properties”) to subsidiaries of a newly formed joint venture ("Fifth Avenue and Times Square JV") and (ii) on the Closing Date, transferred a 48.5% common interest in Fifth Avenue and Times Square JV to the Investors. The 48.5% common interest in the joint venture represents an effective 47.2% interest in the Properties. The Properties include approximately 489,000 square feet of retail space, 327,000 square feet of office space, signage associated with 1535 and 1540 Broadway, the parking garage at 1540 Broadway and the theatre at 1535 Broadway.

We retained the remaining 51.5% common interest in Fifth Avenue and Times Square JV which represents an effective 51.0% interest in the Properties and an aggregate $1.828 billion of preferred equity interests in certain of the properties. The preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.

Net cash proceeds to us from the Transaction are approximately $1.198 billion, after (i) deductions for the repayment of a $390,000,000 mortgage loan on 666 Fifth Avenue and a $140,000,000 mortgage loan on 655 Fifth Avenue, (ii) anticipated proceeds from a new $500,000,000 mortgage loan on 640 Fifth Avenue, (iii) approximately $26,000,000 used to purchase noncontrolling investors' interests and (iv) approximately $56,000,000 of estimated transaction costs. Until the new mortgage closes, Vornado will retain $500 million of preferred equity interests in addition to the $1.828 billion referenced above.

The Transaction values the Properties at $5.556 billion resulting in a financial statement net gain of approximately $2.6 billion from the Transaction and the related step-up in our basis of the assets to fair value. The net gain will be recognized in our consolidated statements of income for the three months ended June 30, 2019. Our tax gain is approximately $735,000,000. We continue to manage the Properties and share control over major decisions of the joint venture. Accordingly, the Properties will be deconsolidated and the joint venture will be accounted for under the equity method from the date of transfer. As of March 31, 2019, the assets and liabilities associated with the Properties were classified as “assets held for sale” and “liabilities related to assets held for sale”, respectively, on our consolidated balance sheets.

First Quarter Activity - continued:

Financings:

On January 28, 2019, the joint venture, in which we have a 45.1% interest, completed a $167,500,000 refinancing of 61 Ninth Avenue, a 166,000 square foot newly constructed office and retail property in the Meatpacking district of Manhattan which is fully leased to Aetna and Starbucks. The seven-year interest only loan carries a rate of LIBOR plus 1.35% (3.85% as of March 31, 2019) and matures in January 2026. We realized net proceeds of approximately $31,000,000. The loan replaces the previous $90,000,000 construction loan that bore interest at LIBOR plus 3.05% and was scheduled to mature in 2021.

On February 4, 2019, we completed a $95,700,000 refinancing of 435 Seventh Avenue, a 43,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.30% (3.78% as of March 31, 2019) and matures in 2024. The recourse loan replaces the previous $95,700,000 loan that bore interest at LIBOR plus 2.25% and was scheduled to mature in August 2019.

On February 12, 2019, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot Manhattan property comprised of 859,000 square feet of office space and the 256,000 square foot Manhattan Mall. The interest-only loan carries a rate of LIBOR plus 1.55% (4.03% as of March 31, 2019) and matures in April 2024, with two one-year extension options. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.65% and was scheduled to mature in July 2020.

On March 1, 2019, we called for redemption all of our $400,000,000 5.00% senior unsecured notes. The notes, which were scheduled to mature in January 2022, were redeemed on April 1, 2019 at a redemption price of 105.51% of the principal amount plus accrued interest. In connection therewith, we expensed $22,540,000 relating to debt prepayment costs which is included in "interest and debt expense" on our consolidated statements of income for the three months ended March 31, 2019.

On March 26, 2019, we increased to $1.5 billion (from $1.25 billion) and extended to March 2024 (as fully extended) from February 2022 one of our two unsecured revolving credit facilities. The interest rate on the extended facility was lowered from LIBOR plus 1.00% to LIBOR plus 0.90%. The facility fee remains unchanged at 20 basis points.

First Quarter Activity - continued:

Leasing:

•

396,000 square feet of New York Office space (350,000 square feet at share) at an initial rent of $75.91 per square foot and a weighted average term of 9 years. The GAAP and cash mark-to-market rent on the 312,000 square feet of second generation space were positive 0.9% and 1.8%, respectively. Tenant improvements and leasing commissions were $9.67 per square foot per annum, or 12.7% of initial rent.

•

49,000 square feet of New York Retail space (43,000 square feet at share) at an initial rent of $113.37 per square foot and a weighted average term of 3.4 years. The GAAP and cash mark-to-market rent on the 38,000 square feet of second generation space were positive 2.2% and negative 8.5%, respectively. Tenant improvements and leasing commissions were $5.93 per square foot per annum, or 5.2% of initial rent.


•	159,000 square feet at theMART at an initial rent of $46.67 per square foot and a weighted average term of 7.0 years. The GAAP and cash mark-to-market rent on the 157,000 square feet of second generation space were positive 11.3% and 6.2%, respectively. Tenant improvements and leasing commissions were $5.03 per square foot per annum, or 10.8% of initial rent.

•

61,000 square feet at 555 California Street (43,000 square feet at share) at an initial rent of $81.05 per square foot and a weighted average term of 5.1 years. The GAAP and cash mark-to-market rent on the 43,000 square feet of second generation space were positive 68.9% and 37.6%, respectively. Tenant improvements and leasing commissions were $9.64 per square foot per annum, or 11.9% of initial rent.

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

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



		Total		New York⁽²⁾		theMART			555 California Street
Same store NOI at share % (decrease) increase⁽¹⁾:
	Three months ended March 31, 2019 compared to March 31, 2018	(0.1	)%	(0.1	)%	(4.3	)%		7.3	%
	Three months ended March 31, 2019 compared to December 31, 2018	1.0	%	(3.0	)%	106.2	%	⁽³⁾	3.4	%

Same store NOI at share - cash basis % increase (decrease)⁽¹⁾:
	Three months ended March 31, 2019 compared to March 31, 2018	3.0	%	2.6	%	0.9	%		15.0	%
	Three months ended March 31, 2019 compared to December 31, 2018	0.2	%	(4.2	)%	88.6	%	⁽³⁾	6.9	%

____________________



(1)	See pages 13 through 16 for same store NOI at share and same store NOI at share - cash basis reconciliations.
		Increase
(2)	Excluding Hotel Pennsylvania, same store NOI at share % increase:
	Three months ended March 31, 2019 compared to March 31, 2018	0.5	%
	Three months ended March 31, 2019 compared to December 31, 2018	1.2	%

	Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase:
	Three months ended March 31, 2019 compared to March 31, 2018	3.3	%
	Three months ended March 31, 2019 compared to December 31, 2018	0.2	%

(3)	The three months ended December 31, 2018 includes an additional $12,124,000 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

NOI At Share:

The elements of our New York and Other NOI at share for the three months ended March 31, 2019 and 2018 and December 31, 2018 are summarized below.



(Amounts in thousands)	For the Three Months Ended
	March 31,						December 31, 2018
	2019			2018			December 31, 2018
New York:
Office	$	183,540		$	187,156		$	186,832
Retail	88,267			87,909			85,549
Residential	6,045			6,141			5,834
Alexander's Inc. ("Alexander's")	11,322			11,575			11,023
Hotel Pennsylvania	(5,816		)	(4,185		)	5,961
Total New York	283,358			288,596			295,199

Other:
theMART	23,523			26,875			10,981		⁽¹⁾
555 California Street	14,501			13,511			14,005
Other investments	16,390			20,054			9,346
Total Other	54,414			60,440			34,332

NOI at share	$	337,772		$	349,036		$	329,531

____________________


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

NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share - cash basis for the three months ended March 31, 2019 and 2018 and December 31, 2018 are summarized below.



(Amounts in thousands)	For the Three Months Ended
	March 31,						December 31, 2018
	2019			2018			December 31, 2018
New York:
Office	$	184,370		$	178,199		$	185,624
Retail	80,936			79,589			80,515
Residential	5,771			5,599			5,656
Alexander's	11,527			12,039			11,129
Hotel Pennsylvania	(5,864		)	(4,153		)	6,009
Total New York	276,740			271,273			288,933

Other:
theMART	24,912			27,079			12,758		⁽¹⁾
555 California Street	14,745			12,826			13,784
Other investments	16,194			19,910			8,524
Total Other	55,851			59,815			35,066

NOI at share - cash basis	$	332,591		$	331,088		$	323,999

____________________


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

Development/Redevelopment as of March 31, 2019

(Amounts in thousands, except square feet)

(At Share)

Full
Quarter
Stabilized
Operations

Property
Rentable
Sq. Ft.

Excluding Land Costs

Available for Occupancy

Current Projects

Segment

Incremental
Budget

Amount
Expended

%
Complete

Start

220 CPS - residential condominiums

Other

397,000

1,400,000

1,251,815

⁽¹⁾

89.4%

Q3 2012

N/A

Farley Office and Retail Building - (95.0% interest)

New York

850,000

760,000

196,759

⁽²⁾

25.9%

Q2 2017

Q3 2020

Q2 2022

PENN1⁽³⁾

New York

2,543,000

200,000

⁽⁴⁾

41,872

20.9%

Q4 2018

N/A

512 West 22nd Street - office (55.0% interest)

New York

173,000

72,000

54,288

⁽⁵⁾

75.4%

Q4 2015

Q1 2019

Q3 2020

345 Montgomery Street (555 California Street) (70.0% interest)

Other

78,000

32,000

16,442

⁽⁶⁾

51.4%

Q1 2018

Q3 2019

Q3 2020

606 Broadway - office/retail (50.0% interest)

New York

35,000

30,000

26,920

⁽⁷⁾

89.7%

Q2 2016

Q4 2018

Q2 2020

825 Seventh Avenue - office (50.0% interest)

New York

165,000

15,000

7,133

47.6%

Q2 2018

Q1 2020

Q1 2021

Total current projects

2,509,000

1,595,229

Future Opportunities

Segment

Property
Zoning
Sq. Ft.

Penn District - multiple opportunities - office/residential/retail

New York

TBD

PENN2 - office/retail

New York

TBD

Hotel Pennsylvania

New York

2,052,000

260 Eleventh Avenue - office⁽⁸⁾

New York

280,000

Undeveloped Land

29, 31, 33 West 57th Street (50.0% interest)

New York

150,000

484, 486 Eighth Avenue and 265, 267 West 34th Street

New York

125,000

527 West Kinzie, Chicago

Other

330,000

Rego Park III (32.4% interest)

New York

TBD

Total undeveloped land

605,000

_______________________


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


(2)	Excludes our share of the upfront contribution of $230,000 and net of anticipated historic tax credits. The building and land are subject to a lease which expires in 2116.


(3)	The building is subject to a ground lease which expires in 2098 assuming all renewal options are exercised.


(4)	We expect the final budget will exceed $200,000 after anticipated scope changes.


(5)	Excludes land and acquisition costs of $57,000.


(6)	Excludes land and building costs of $31,000.


(7)	Excludes land and acquisition costs of $22,703.


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

Conference Call and Audio Webcast

As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, April 30, 2019 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-771-4371 (domestic) or 847-585-4405 (international) and indicating to the operator the passcode 48545290. A telephonic replay of the conference call will be available from 1:30 p.m. ET on April 30, 2019 through May 30, 2019. To access the replay, please dial 888-843-7419 and enter the passcode 48545290#. A live webcast of the conference call will be available on the Company’s website at www.vno.com and an online playback of the webcast will be available on the website following the conference call.

Supplemental Financial Information

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

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2018. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEET



(Amounts in thousands, except unit, share, and per share amounts)	As of
	March 31, 2019			December 31, 2018
ASSETS
Real estate, at cost:
Land	$	2,608,770		$	3,306,280
Buildings and improvements	7,821,301			10,110,992
Development costs and construction in progress	1,961,512			2,266,491
Moynihan Train Hall development expenditures	550,996			445,693
Leasehold improvements and equipment	115,756			108,427
Total	13,058,335			16,237,883
Less accumulated depreciation and amortization	(2,845,120		)	(3,180,175		)
Real estate, net	10,213,215			13,057,708
Assets held for sale	3,027,058			—
Right-of-use assets	457,662			—
Cash and cash equivalents	307,047			570,916
Restricted cash	593,759			145,989
Marketable securities	39,866			152,198
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 as of December 31, 2018	73,404			73,322
Investments in partially owned entities	730,264			858,113
Real estate fund investments	322,858			318,758
220 Central Park South condominium units ready for sale	229,567			99,627
Receivable arising from the straight-lining of rents, net of allowance of $1,644 as of December 31, 2018	766,634			935,131
Deferred leasing costs, net of accumulated amortization of $180,953 and $207,529	345,241			400,313
Identified intangible assets, net of accumulated amortization of $97,749 and $172,114	34,161			136,781
Other assets	497,219			431,938
	$	17,637,955		$	17,180,794
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	6,519,189		$	8,167,798
Senior unsecured notes, net	845,261			844,002
Unsecured term loan, net	745,076			744,821
Unsecured revolving credit facilities	530,000			80,000
Liabilities related to assets held for sale	1,097,350			—
Lease liabilities	484,173			—
Moynihan Train Hall obligation	550,996			445,693
Accounts payable and accrued expenses	442,496			430,976
Deferred revenue	71,328			167,730
Deferred compensation plan	101,922			96,523
Other liabilities	292,187			311,806
Total liabilities	11,679,978			11,289,349
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 12,789,891 and 12,544,477 units outstanding	862,550			778,134
Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding	4,535			5,428
Total redeemable noncontrolling interests	867,085			783,562
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,797,580 and 36,798,580 shares	891,263			891,294
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,761,498 and 190,535,499 shares	7,609			7,600
Additional capital	7,676,770			7,725,857
Earnings less than distributions	(4,120,265		)	(4,167,184		)
Accumulated other comprehensive (loss) income	(11,385		)	7,664
Total shareholders' equity	4,443,992			4,465,231
Noncontrolling interests in consolidated subsidiaries	646,900			642,652
Total equity	5,090,892			5,107,883
	$	17,637,955		$	17,180,794

VORNADO REALTY TRUST

OPERATING RESULTS



(Amounts in thousands, except per share amounts)	For the Three Months Ended March 31,
	2019			2018
Revenues	$	534,668		$	536,437

Income from continuing operations	$	213,181		$	645
Loss from discontinued operations	(137		)	(363		)
Net income	213,044			282
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries	(6,820		)	8,274
Operating Partnership	(12,202		)	1,124
Net income attributable to Vornado	194,022			9,680
Preferred share dividends	(12,534		)	(13,035		)
Preferred share issuance costs	—			(14,486		)
NET INCOME (LOSS) attributable to common shareholders	$	181,488		$	(17,841	)

INCOME (LOSS) PER COMMON SHARE – BASIC:
Net income (loss) per common share	$	0.95		$	(0.09	)
Weighted average shares outstanding	190,689			190,081

INCOME (LOSS) PER COMMON SHARE – DILUTED:
Net income (loss) per common share	$	0.95		$	(0.09	)
Weighted average shares outstanding	190,996			190,081

FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	247,684		$	135,000
Per diluted share (non-GAAP)	$	1.30		$	0.71

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	149,939		$	172,907
Per diluted share (non-GAAP)	$	0.79		$	0.91

Weighted average shares used in determining FFO per diluted share	190,996			191,057

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS

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



(Amounts in thousands, except per share amounts)	For the Three Months Ended March 31,
	2019			2018
Net income (loss) attributable to common shareholders	$	181,488		$	(17,841	)
Per diluted share	$	0.95		$	(0.09	)

FFO adjustments:
Depreciation and amortization of real property	$	108,483		$	100,410
Net gain from sale of UE common shares	(62,395		)	—
(Increase) decrease in fair value of marketable securities:
Lexington	(16,068		)	32,875
PREIT	15,649			—
Other	(42		)	111
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property	24,990			28,106
Net gains on sale of real estate	—			(305		)
(Increase) decrease in fair value of marketable securities	(12		)	1,674
	70,605			162,871
Noncontrolling interests' share of above adjustments	(4,424		)	(10,046		)
FFO adjustments, net	$	66,181		$	152,825

FFO attributable to common shareholders (non-GAAP)	$	247,669		$	134,984
Convertible preferred share dividends	15			16
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	247,684		$	135,000
Per diluted share (non-GAAP)	$	1.30		$	0.71

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. A reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions is provided above. In addition to FFO attributable to common shareholders plus assumed conversions, we also disclose FFO attributable to common shareholders plus assumed conversions, as adjusted. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 3 of this press release.

In accordance with the NAREIT December 2018 restated definition of FFO, we have elected to exclude the mark-to-market adjustments of marketable equity securities from the calculation of FFO. Our FFO for the three months ended March 31, 2018 has been adjusted to exclude the $34,660,000, or $0.17 per share, decrease in fair value of marketable equity securities previously reported.

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three months ended March 31, 2019 and 2018 and December 31, 2018.



	For the Three Months Ended
(Amounts in thousands)	March 31,						December 31, 2018
	2019			2018
Net income	$	213,044		$	282		$	97,821

Deduct:
(Income) loss from partially owned entities	(7,320		)	9,904			(3,090		)
Interest and other investment (income) loss, net	(5,045		)	24,384			(7,656		)
Net gains on disposition of wholly owned and partially owned assets	(220,294		)	—			(81,203		)
Purchase price fair value adjustment	—			—			(44,060		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(17,403		)	(17,312		)	(19,771		)

Add:
Loss from real estate fund investments	167			8,807			51,258
Depreciation and amortization expense	116,709			108,686			112,869
General and administrative expense	58,020			42,533			32,934
Transaction related costs, impairment loss and other	149			13,156			14,637
NOI from partially owned entities	67,402			67,513			60,205
Interest and debt expense	102,463			88,166			83,175
Loss (income) from discontinued operations	137			363			(257		)
Income tax expense	29,743			2,554			32,669
NOI at share	337,772			349,036			329,531
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(5,181		)	(17,948		)	(5,532		)
NOI at share - cash basis	$	332,591		$	331,088		$	323,999

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

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2019 compared to March 31, 2018.



(Amounts in thousands)	Total			New York				theMART			555 California Street			Other
NOI at share for the three months ended March 31, 2019	$	337,772		$	283,358			$	23,523		$	14,501		$	16,390
Less NOI at share from:
Acquisitions	(227		)	(227		)		—			—			—
Dispositions	2			2				—			—			—
Development properties	(11,710		)	(11,710		)		—			—			—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	1,902			1,902				—			—			—
Other non-same store income, net	(18,779		)	(558		)		(1,831		)	—			(16,390		)
Same store NOI at share for the three months ended March 31, 2019	$	308,960		$	272,767			$	21,692		$	14,501		$	—

NOI at share for the three months ended March 31, 2018	$	349,036		$	288,596			$	26,875		$	13,511		$	20,054
Less NOI at share from:
Acquisitions	(121		)	(121		)		—			—			—
Dispositions	(62		)	(62		)		—			—			—
Development properties	(13,686		)	(13,686		)		—			—			—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(1,127		)	(1,127		)		—			—			—
Other non-same store income, net	(24,805		)	(551		)		(4,200		)	—			(20,054		)
Same store NOI at share for the three months ended March 31, 2018	$	309,235		$	273,049			$	22,675		$	13,511		$	—

(Decrease) increase in same store NOI at share for the three months ended March 31, 2019 compared to March 31, 2018	$	(275	)	$	(282	)		$	(983	)	$	990		$	—

% (decrease) increase in same store NOI at share	(0.1		)%	(0.1		)%	⁽¹⁾	(4.3		)%	7.3		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share increased by 0.5%.

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

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2019 compared to March 31, 2018.



(Amounts in thousands)		Total			New York				theMART			555 California Street			Other
NOI at share - cash basis for the three months ended March 31, 2019		$	332,591		$	276,740			$	24,912		$	14,745		$	16,194
	Less NOI at share - cash basis from:
	Acquisitions	(228		)	(228		)		—			—			—
	Dispositions	2			2				—			—			—
	Development properties	(14,286		)	(14,286		)		—			—			—
	Lease termination income	(429		)	(429		)		—			—			—
	Other non-same store income, net	(18,585		)	(560		)		(1,831		)	—			(16,194		)
Same store NOI at share - cash basis for the three months ended March 31, 2019		$	299,065		$	261,239			$	23,081		$	14,745		$	—

NOI at share - cash basis for the three months ended March 31, 2018		$	331,088		$	271,273			$	27,079		$	12,826		$	19,910
	Less NOI at share - cash basis from:
	Acquisitions	(121		)	(121		)		—			—			—
	Dispositions	(65		)	(65		)		—			—			—
	Development properties	(14,945		)	(14,945		)		—			—			—
	Lease termination income	(1,061		)	(1,061		)		—			—			—
	Other non-same store income, net	(24,661		)	(551		)		(4,200		)	—			(19,910		)
Same store NOI at share - cash basis for the three months ended March 31, 2018		$	290,235		$	254,530			$	22,879		$	12,826		$	—

Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to March 31, 2018		$	8,830		$	6,709			$	202		$	1,919		$	—

% increase (decrease) in same store NOI at share - cash basis		3.0		%	2.6		%	⁽¹⁾	0.9		%	15.0		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 3.3%.

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED



(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share for the three months ended March 31, 2019		$	337,772		$	283,358			$	23,523			$	14,501		$	16,390
	Less NOI at share from:
	Dispositions	2			2				—				—			—
	Development properties	(11,710		)	(11,710		)		—				—			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	1,902			1,902				—				—			—
	Other non-same store income, net	(18,780		)	(559		)		(1,831		)		—			(16,390		)
Same store NOI at share for the three months ended March 31, 2019		$	309,186		$	272,993			$	21,692			$	14,501		$	—

NOI at share for the three months ended December 31, 2018		$	329,531		$	295,199			$	10,981			$	14,005		$	9,346
	Less NOI at share from:
	Dispositions	19			19				—				—			—
	Development properties	(12,986		)	(13,000		)		—				14			—
	Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(95		)	368				(463		)		—			—
	Other non-same store income, net	(10,414		)	(1,068		)		—				—			(9,346		)
Same store NOI at share for the three months ended December 31, 2018		$	306,055		$	281,518			$	10,518			$	14,019		$	—

Increase (decrease) in same store NOI at share for the three months ended March 31, 2019 compared to December 31, 2018		$	3,131		$	(8,525	)		$	11,174			$	482		$	—

% increase (decrease) in same store NOI at share		1.0		%	(3.0		)%	⁽¹⁾	106.2		%	⁽²⁾	3.4		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share increased by 1.2%.


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

VORNADO REALTY TRUST

NON-GAAP RECONCILIATIONS - CONTINUED



(Amounts in thousands)		Total			New York				theMART				555 California Street			Other
NOI at share - cash basis for the three months ended March 31, 2019		$	332,591		$	276,740			$	24,912			$	14,745		$	16,194
	Less NOI at share - cash basis from:
	Dispositions	2			2				—				—			—
	Development properties	(14,286		)	(14,286		)		—				—			—
	Lease termination income	(429		)	(429		)		—				—			—
	Other non-same store income, net	(18,585		)	(560		)		(1,831		)		—			(16,194		)
Same store NOI at share - cash basis for the three months ended March 31, 2019		$	299,293		$	261,467			$	23,081			$	14,745		$	—

NOI at share - cash basis for the three months ended December 31, 2018		$	323,999		$	288,933			$	12,758			$	13,784		$	8,524
	Less NOI at share - cash basis from:
	Dispositions	19			19				—				—			—
	Development properties	(15,041		)	(15,055		)		—				14			—
	Lease termination income	(563		)	(43		)		(520		)		—			—
	Other non-same store income, net	(9,590		)	(1,066		)		—				—			(8,524		)
Same store NOI at share - cash basis for the three months ended December 31, 2018		$	298,824		$	272,788			$	12,238			$	13,798		$	—

Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to December 31, 2018		$	469		$	(11,321	)		$	10,843			$	947		$	—

% increase (decrease) in same store NOI at share - cash basis		0.2		%	(4.2		)%	⁽¹⁾	88.6		%	⁽²⁾	6.9		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.2%.


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

CONTACT:

JOSEPH MACNOW

(212) 894-7000

Exhibit

Exhibit 99.2

https://cdn.kscope.io/93b434d94d4a937f1b4ab7a31f4722b3-supplemental319.jpg



INDEX
	Page

BUSINESS DEVELOPMENTS	3	-	4

FINANCIAL INFORMATION
Financial Highlights	5
Net Income (Loss) Attributable to Common Shareholders (Consolidated and by Segment)	6	-	7
Net Operating Income at Share (by Segment and by Subsegment)	8	-	9
Same Store NOI at Share and NOI at Share - Cash Basis	10
NOI at Share By Region	11
Consolidated Balance Sheets	12

LEASING ACTIVITY AND LEASE EXPIRATIONS
Leasing Activity	13
Leasing Expirations	14	-	16

TRAILING TWELVE MONTH PRO-FORMA CASH NOI AT SHARE	17

DEBT AND CAPITALIZATION
Capital Structure	18
Common Shares Data	19
Debt Analysis	20
Debt Maturities	21

UNCONSOLIDATED JOINT VENTURES	22	-	23

DEVELOPMENT ACTIVITY AND CAPITAL EXPENDITURES
Development/Redevelopment Summary	24
Capital Expenditures, Tenant Improvements and Leasing Commissions	25	-	29

PROPERTY STATISTICS
Square Footage	30
Top 30 Tenants	31
Occupancy and Residential Statistics	32
Property Table	33	-	43

EXECUTIVE OFFICERS AND RESEARCH COVERAGE	44

APPENDIX: DEFINITIONS AND NON-GAAP RECONCILIATIONS
Definitions	i
Reconciliations	ii	-	xiv

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this supplemental package. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this supplemental package. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this supplemental package. This supplemental package includes certain non-GAAP financial measures, which are accompanied by what the Company considers the most directly comparable financial measures calculated and presented in accordance with GAAP. These include Funds From Operations ("FFO"), Funds Available for Distribution ("FAD"), Net Operating Income ("NOI") and Earnings Before Depreciation and Amortization for Real Estate Companies ("EBIDTAre"). Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are provided within this Supplemental package. Definitions of these non-GAAP financial measures and statements of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company's financial condition and results of operations, and, if applicable, the purposes for which management uses the measures, can be found in the Definitions section of this Supplemental package starting on page i.

- 2 -



BUSINESS DEVELOPMENTS

Disposition Activity

220 Central Park South ("220 CPS")

Lexington Realty Trust ("Lexington")

Urban Edge Properties (“UE”)

Fifth Avenue and Times Square JV

- 3 -



BUSINESS DEVELOPMENTS

Financing Activity

First Quarter Leasing Activity

159,000 square feet at theMART at an initial rent of $46.67 per square foot and a weighted average term of 7.0 years. The GAAP and cash mark-to-market rent on the 157,000 square feet of second generation space were positive 11.3% and 6.2%, respectively. Tenant improvements and leasing commissions were $5.03 per square foot per annum, or 10.8% of initial rent.

- 4 -



FINANCIAL HIGHLIGHTS
(unaudited and in thousands, except per share amounts)
	For the Three Months Ended
	March 31,						December 31, 2018
	2019			2018			December 31, 2018
Total revenues	$	534,668		$	536,437		$	543,417

Net income (loss) attributable to common shareholders	$	181,488		$	(17,841	)	$	100,494
Per common share:
Basic	$	0.95		$	(0.09	)	$	0.53
Diluted	$	0.95		$	(0.09	)	$	0.53

Net income attributable to common shareholders, as adjusted (non-GAAP)	$	24,814		$	55,340		$	49,437
Per diluted share (non-GAAP)	$	0.13		$	0.29		$	0.26

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	$	149,939		$	172,907		$	169,874
Per diluted share (non-GAAP)	$	0.79		$	0.91		$	0.89

FFO attributable to common shareholders plus assumed conversions (non-GAAP)	$	247,684		$	135,000		$	210,100
FFO - Operating Partnership Basis ("OP Basis") (non-GAAP)	$	263,697		$	143,621		$	223,583
Per diluted share (non-GAAP)	$	1.30		$	0.71		$	1.10

Dividends per common share	$	0.66		$	0.63		$	0.63

FFO payout ratio (based on FFO attributable to common shareholders plus assumed conversions, as adjusted)	83.5		%	69.2		%	70.8		%
FAD payout ratio	86.8		%	91.3		%	100.0		%

Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share (REIT basis)	190,996			191,057			191,199
Convertible units:
Class A	12,083			11,848			11,827
Equity awards - unit equivalents	265			353			443
Weighted average shares used in determining FFO attributable to Class A unitholders plus assumed conversions per diluted share (OP Basis)	203,344			203,258			203,469

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

- 5 -



CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS
(unaudited and in thousands)
	For the Three Months Ended
	March 31,										December 31, 2018
	2019			2018			Inc (Dec)				December 31, 2018
Property rentals⁽¹⁾	$	428,380		$	422,099		$	6,281			$	433,521
Tenant expense reimbursements⁽¹⁾	66,112			60,310			5,802				62,119
Straight-lining of rents	(1,140		)	7,430			(8,570		)		(2,674		)
Amortization of acquired below-market leases, net	6,525			10,581			(4,056		)		7,093
Total rental revenues	499,877			500,420			(543		)		500,059
Fee and other income:
BMS cleaning fees	29,785			28,355			1,430				32,262
Management and leasing fees	2,237			2,764			(527		)		3,119
Lease termination fees	562			345			217				639
Other income	2,207			4,553			(2,346		)		7,338
Total revenues	534,668			536,437			(1,769		)		543,417
Operating expenses	(246,895		)	(237,602		)	(9,293		)		(254,320		)
Depreciation and amortization	(116,709		)	(108,686		)	(8,023		)		(112,869		)
General and administrative	(58,020		)	(42,533		)	(15,487		)	₍₂₎	(32,934		)
(Expense) benefit from deferred compensation plan liability	(5,433		)	404			(5,837		)		6,014
Transaction related costs, impairment loss and other	(149		)	(13,156		)	13,007				(14,637		)
Total expenses	(427,206		)	(401,573		)	(25,633		)		(408,746		)

Income (loss) from partially owned entities	7,320			(9,904		)	17,224				3,090
Loss from real estate fund investments	(167		)	(8,807		)	8,640				(51,258		)
Interest and other investment income (loss), net	5,045			(24,384		)	29,429				7,656
Income (loss) from deferred compensation plan assets	5,433			(404		)	5,837				(6,014		)
Interest and debt expense	(102,463		)	(88,166		)	(14,297		)		(83,175		)
Purchase price fair value adjustment	—			—			—				44,060
Net gains on disposition of wholly owned and partially owned assets	220,294			—			220,294				81,203
Income before income taxes	242,924			3,199			239,725				130,233
Income tax expense	(29,743		)	(2,554		)	(27,189		)		(32,669		)
Income from continuing operations	213,181			645			212,536				97,564
(Loss) income from discontinued operations	(137		)	(363		)	226				257
Net income	213,044			282			212,762				97,821
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries	(6,820		)	8,274			(15,094		)		21,886
Operating Partnership	(12,202		)	1,124			(13,326		)		(6,680		)
Net income attributable to Vornado	194,022			9,680			184,342				113,027
Preferred share dividends	(12,534		)	(13,035		)	501				(12,533		)
Preferred share issuance costs	—			(14,486		)	14,486				—
Net income (loss) attributable to common shareholders	$	181,488		$	(17,841	)	$	199,329			$	100,494

Capitalized expenditures: Leasing payroll⁽³⁾	$	—		$	1,348		$	(1,348	)		$	1,655
Development payroll	4,590			1,709			2,881				4,124
Interest and debt expense	23,325			14,726			8,599				23,448

_________________

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

(2) Primarily due to $16,211 of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement to participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 will be completely offset by lower non-cash stock-based compensation expense of $2,578 in each of the second, third and fourth quarters of 2019 and $8,477 thereafter.

(3) Beginning January 1, 2019, we no longer capitalize internal leasing costs in accordance with Accounting Standard Update 2016-02, Leases.

- 6 -

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS BY SEGMENT

(unaudited and in thousands)



	For the Three Months Ended March 31, 2019
	Total			New York			Other
Property rentals⁽¹⁾	$	428,380		$	347,095		$	81,285
Tenant expense reimbursements⁽¹⁾	66,112			54,247			11,865
Straight-lining of rents	(1,140		)	(19		)	(1,121		)
Amortization of acquired below-market leases, net	6,525			6,314			211
Total rental revenues	499,877			407,637			92,240
Fee and other income:
BMS cleaning fees	29,785			31,757			(1,972		)
Management and leasing fees	2,237			2,251			(14		)
Lease termination fees	562			488			74
Other income	2,207			1,152			1,055
Total revenues	534,668			443,285			91,383
Operating expenses	(246,895		)	(198,095		)	(48,800		)
Depreciation and amortization	(116,709		)	(94,811		)	(21,898		)
General and administrative	(58,020		)	(16,564		)	(41,456		)
Expense from deferred compensation plan liability	(5,433		)	—			(5,433		)
Transaction related costs and other	(149		)	—			(149		)
Total expenses	(427,206		)	(309,470		)	(117,736		)

Income from partially owned entities	7,320			5,405			1,915
Loss from real estate fund investments	(167		)	—			(167		)
Interest and other investment income, net	5,045			1,567			3,478
Income from deferred compensation plan assets	5,433			—			5,433
Interest and debt expense	(102,463		)	(54,727		)	(47,736		)
Net gains on disposition of wholly owned and partially owned assets	220,294			—			220,294
Income before income taxes	242,924			86,060			156,864
Income tax expense	(29,743		)	(1,445		)	(28,298		)
Income from continuing operations	213,181			84,615			128,566
Loss from discontinued operations	(137		)	—			(137		)
Net income	213,044			84,615			128,429
Less net income attributable to noncontrolling interests in:
Consolidated subsidiaries	(6,820		)	(1,825		)	(4,995		)
Operating Partnership	(12,202		)	—			(12,202		)
Net income attributable to Vornado	194,022			82,790			111,232
Preferred share dividends	(12,534		)	—			(12,534		)
Net income attributable to common shareholders for the three months ended March 31, 2019	$	181,488		$	82,790		$	98,698
Net (loss) income attributable to common shareholders for the three months ended March 31, 2018	$	(17,841	)	$	73,938		$	(91,779	)

_________________

- 7 -

NET OPERATING INCOME AT SHARE BY SEGMENT

(unaudited and in thousands)



	For the Three Months Ended March 31, 2019
	Total			New York			Other
Total revenues	$	534,668		$	443,285		$	91,383
Operating expenses	246,895			198,095			48,800
NOI - consolidated	287,773			245,190			42,583
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(17,403		)	(11,407		)	(5,996		)
Add: NOI from partially owned entities	67,402			49,575			17,827
NOI at share	337,772			283,358			54,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(5,181		)	(6,618		)	1,437
NOI at share - cash basis	$	332,591		$	276,740		$	55,851



	For the Three Months Ended March 31, 2018
	Total			New York			Other
Total revenues	$	536,437		$	448,484		$	87,953
Operating expenses	237,602			197,916			39,686
NOI - consolidated	298,835			250,568			48,267
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(17,312		)	(11,745		)	(5,567		)
Add: NOI from partially owned entities	67,513			49,773			17,740
NOI at share	349,036			288,596			60,440
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(17,948		)	(17,323		)	(625		)
NOI at share - cash basis	$	331,088		$	271,273		$	59,815



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

________________________________________

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

- 8 -

NET OPERATING INCOME AT SHARE BY SUBSEGMENT

(unaudited and in thousands)



	For the Three Months Ended
	March 31,						December 31, 2018
	2019			2018			December 31, 2018
NOI at share:
New York:
Office	$	183,540		$	187,156		$	186,832
Retail	88,267			87,909			85,549
Residential	6,045			6,141			5,834
Alexander's Inc ("Alexander's")	11,322			11,575			11,023
Hotel Pennsylvania	(5,816		)	(4,185		)	5,961
Total New York	283,358			288,596			295,199

Other:
theMART	23,523			26,875			10,981		⁽¹⁾
555 California Street	14,501			13,511			14,005
Other investments⁽²⁾	16,390			20,054			9,346
Total Other	54,414			60,440			34,332

NOI at share	$	337,772		$	349,036		$	329,531



NOI at share - cash basis:
New York:
Office	$	184,370		$	178,199		$	185,624
Retail	80,936			79,589			80,515
Residential	5,771			5,599			5,656
Alexander's	11,527			12,039			11,129
Hotel Pennsylvania	(5,864		)	(4,153		)	6,009
Total New York	276,740			271,273			288,933

Other:
theMART	24,912			27,079			12,758		⁽¹⁾
555 California Street	14,745			12,826			13,784
Other investments⁽²⁾	16,194			19,910			8,524
Total Other	55,851			59,815			35,066

NOI at share - cash basis	$	332,591		$	331,088		$	323,999

_________________

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

(2) The three months ended March 31, 2018 includes NOI at share and NOI at share - cash basis of $5,273 and $5,180, respectively, from 666 Fifth Avenue Office Condominium (sold on August 3, 2018).

- 9 -



		Total		New York⁽²⁾		theMART			555 California Street
Same store NOI at share % (decrease) increase⁽¹⁾:
	Three months ended March 31, 2019 compared to March 31, 2018	(0.1	)%	(0.1	)%	(4.3	)%		7.3	%
	Three months ended March 31, 2019 compared to December 31, 2018	1.0	%	(3.0	)%	106.2	%	⁽³⁾	3.4	%

Same store NOI at share - cash basis % increase (decrease)⁽¹⁾:
	Three months ended March 31, 2019 compared to March 31, 2018	3.0	%	2.6	%	0.9	%		15.0	%
	Three months ended March 31, 2019 compared to December 31, 2018	0.2	%	(4.2	)%	88.6	%	⁽³⁾	6.9	%

____________________



(1)	See pages viii through xi in the Appendix for same store NOI at share and same store NOI at share - cash basis reconciliations.
		Increase
(2)	Excluding Hotel Pennsylvania, same store NOI at share % increase:
	Three months ended March 31, 2019 compared to March 31, 2018	0.5	%
	Three months ended March 31, 2019 compared to December 31, 2018	1.2	%

	Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase:
	Three months ended March 31, 2019 compared to March 31, 2018	3.3	%
	Three months ended March 31, 2019 compared to December 31, 2018	0.2	%

(3)	The three months ended December 31, 2018 includes an additional $12,124,000 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

- 10 -

NOI AT SHARE BY REGION

(unaudited)



	For the Three Months Ended March 31,
	2019		2018
Region:
New York City metropolitan area	88	%	88	%
Chicago, IL	7	%	8	%
San Francisco, CA	5	%	4	%
	100	%	100	%

- 11 -



CONSOLIDATED BALANCE SHEETS
(unaudited and in thousands)
	As of						Increase (Decrease)
	March 31, 2019			December 31, 2018
ASSETS
Real estate, at cost:
Land	$	2,608,770		$	3,306,280		$	(697,510	)
Buildings and improvements	7,821,301			10,110,992			(2,289,691		)
Development costs and construction in progress	1,961,512			2,266,491			(304,979		)
Moynihan Train Hall development expenditures	550,996			445,693			105,303
Leasehold improvements and equipment	115,756			108,427			7,329
Total	13,058,335			16,237,883			(3,179,548		)
Less accumulated depreciation and amortization	(2,845,120		)	(3,180,175		)	335,055
Real estate, net	10,213,215			13,057,708			(2,844,493		)
Assets held for sale	3,027,058			—			3,027,058
Right-of-use assets	457,662			—			457,662
Cash and cash equivalents	307,047			570,916			(263,869		)
Restricted cash	593,759			145,989			447,770
Marketable securities	39,866			152,198			(112,332		)
Tenant and other receivables	73,404			73,322			82
Investments in partially owned entities	730,264			858,113			(127,849		)
Real estate fund investments	322,858			318,758			4,100
220 Central Park South condominium units ready for sale	229,567			99,627			129,940
Receivable arising from the straight-lining of rents	766,634			935,131			(168,497		)
Deferred leasing costs, net	345,241			400,313			(55,072		)
Identified intangible assets, net	34,161			136,781			(102,620		)
Other assets	497,219			431,938			65,281
Total Assets	$	17,637,955		$	17,180,794		$	457,161
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Liabilities:
Mortgages payable, net	$	6,519,189		$	8,167,798		$	(1,648,609	)
Senior unsecured notes, net	845,261			844,002			1,259
Unsecured term loan, net	745,076			744,821			255
Unsecured revolving credit facilities	530,000			80,000			450,000
Liabilities related to assets held for sale	1,097,350			—			1,097,350
Lease liabilities	484,173			—			484,173
Moynihan Train Hall obligation	550,996			445,693			105,303
Accounts payable and accrued expenses	442,496			430,976			11,520
Deferred revenue	71,328			167,730			(96,402		)
Deferred compensation plan	101,922			96,523			5,399
Other liabilities	292,187			311,806			(19,619		)
Total liabilities	11,679,978			11,289,349			390,629
Redeemable noncontrolling interests	867,085			783,562			83,523
Shareholders' equity	4,443,992			4,465,231			(21,239		)
Noncontrolling interests in consolidated subsidiaries	646,900			642,652			4,248
Total liabilities, redeemable noncontrolling interests and equity	$	17,637,955		$	17,180,794		$	457,161

- 12 -

LEASING ACTIVITY

(unaudited)

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



(square feet in thousands)	New York									555 California Street
	Office			Retail			theMART			555 California Street
Three Months Ended March 31, 2019
Total square feet leased	396			49			159			61
Our share of square feet leased:	350			43			159			43
Initial rent⁽¹⁾	$	75.91		$	113.37		$	46.67		$	81.05
Weighted average lease term (years)	9.0			3.4			7.0			5.1
Second generation relet space:
Square feet	312			38			157			43
GAAP basis:
Straight-line rent⁽²⁾	$	73.27		$	116.99		$	45.37		$	84.32
Prior straight-line rent	$	72.64		$	114.48		$	40.76		$	49.92
Percentage increase	0.9		%	2.2		%	11.3		%	68.9		%
Cash basis (non-GAAP):
Initial rent⁽¹⁾	$	74.43		$	115.36		$	46.59		$	81.05
Prior escalated rent	$	73.13		$	126.09		$	43.85		$	58.92
Percentage increase (decrease)	1.8		%	(8.5		)%	6.2		%	37.6		%
Tenant improvements and leasing commissions:
Per square foot	$	87.05		$	20.15		$	35.20		$	49.14
Per square foot per annum	$	9.67		$	5.93		$	5.03		$	9.64
Percentage of initial rent	12.7		%	5.2		%	10.8		%	11.9		%

____________________


(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.

- 13 -



LEASE EXPIRATIONS NEW YORK SEGMENT
(unaudited)
	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases⁽¹⁾	Weighted Average Annual Rent of Expiring Leases				Percentage of Annualized Escalated Rent
	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases⁽¹⁾	Total		Per Sq. Ft.		Percentage of Annualized Escalated Rent
Office:	Month to Month	16,000	$	1,088,000	$	68.00	0.1	%

	Second Quarter 2019	175,000	13,212,000		75.50		1.1	%
	Third Quarter 2019	29,000	1,843,000		63.55		0.2	%
	Fourth Quarter 2019	134,000	9,729,000		72.60		0.9	%
	Total 2019	338,000	24,784,000		73.33		2.2	%
	First Quarter 2020	538,000	33,716,000		62.67		3.0	%
	Remaining 2020	591,000	44,000,000		74.45		3.8	%
	2021	1,247,000	95,816,000		76.84		8.3	%
	2022	685,000	44,954,000		65.63		3.9	%
	2023	1,960,000	160,390,000		81.83		13.9	%
	2024	1,383,000	110,612,000		79.98		9.6	%
	2025	798,000	59,758,000		74.88		5.2	%
	2026	1,253,000	95,504,000		76.22		8.3	%
	2027	1,123,000	80,783,000		71.93		7.0	%
	2028	985,000	69,311,000		70.37		6.0	%
	2029	738,000	57,651,000		78.12		5.0	%
	Thereafter	4,184,000	272,279,000		65.08		23.7	%

Retail:	Month to Month	50,000	$	8,286,000	$	165.72	1.8	%

	Second Quarter 2019	12,000	2,182,000		181.83		0.5	%
	Third Quarter 2019	20,000	9,531,000		476.55		2.1	%
	Fourth Quarter 2019	58,000	10,827,000		186.67		2.3	%
	Total 2019	90,000	22,540,000		250.44		4.9	%
	First Quarter 2020	19,000	4,971,000		261.63		1.1	%
	Remaining 2020	62,000	8,759,000		141.27		1.9	%
	2021	92,000	11,997,000		130.40		2.6	%
	2022	29,000	7,285,000		251.21		1.6	%
	2023	110,000	45,183,000		410.75		9.8	%
	2024	303,000	86,646,000		285.96		18.7	%
	2025	42,000	19,568,000		465.90		4.2	%
	2026	134,000	44,569,000		332.60		9.6	%
	2027	32,000	23,021,000		719.41		5.0	%
	2028	47,000	18,794,000		399.87		4.1	%
	2029	221,000	49,604,000		224.45		10.8	%
	Thereafter	687,000	110,188,000		160.39		23.9	%

____________________


(1)	Excludes storage, vacancy and other.

- 14 -



LEASE EXPIRATIONS theMART
(unaudited)
	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases⁽¹⁾	Weighted Average Annual Rent of Expiring Leases				Percentage of Annualized Escalated Rent
	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases⁽¹⁾	Total		Per Sq. Ft.		Percentage of Annualized Escalated Rent
Office / Showroom / Retail:	Month to Month	2,000	$	75,000	$	37.50	0.1	%

	Second Quarter 2019	3,000	133,000		44.33		0.1	%
	Third Quarter 2019	20,000	1,075,000		53.75		0.6	%
	Fourth Quarter 2019	49,000	2,649,000		54.06		1.6	%
	Total 2019	72,000	3,857,000		53.57		2.3	%
	First Quarter 2020	111,000	5,105,000		45.99		3.1	%
	Remaining 2020	153,000	7,975,000		52.12		4.8	%
	2021	328,000	16,172,000		49.30		9.7	%
	2022	603,000	29,160,000		48.36		17.5	%
	2023	303,000	15,541,000		51.29		9.3	%
	2024	301,000	14,680,000		48.77		8.8	%
	2025	337,000	17,551,000		52.08		10.5	%
	2026	254,000	12,169,000		47.91		7.3	%
	2027	108,000	5,480,000		50.74		3.3	%
	2028	642,000	28,281,000		44.05		17.0	%
	2029	61,000	2,829,000		46.38		1.7	%
	Thereafter	168,000	7,605,000		45.27		4.6	%

____________________

(1) Excludes storage, vacancy and other.

- 15 -



LEASE EXPIRATIONS 555 California Street
(unaudited)
	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases⁽¹⁾	Weighted Average Annual Rent of Expiring Leases				Percentage of Annualized Escalated Rent
	Period of Lease Expiration	Our Share of Square Feet of Expiring Leases⁽¹⁾	Total		Per Sq. Ft.		Percentage of Annualized Escalated Rent
Office / Retail:	Month to Month	—	$	—	$	—	—	%

	Second Quarter 2019	—	—		—		—	%
	Third Quarter 2019	3,000	249,000		83.00		0.3	%
	Fourth Quarter 2019	—	—		—		—	%
	Total 2019	3,000	249,000		83.00		0.3	%
	First Quarter 2020	21,000	1,530,000		72.86		1.6	%
	Remaining 2020	60,000	3,899,000		64.98		4.1	%
	2021	76,000	5,338,000		70.24		5.7	%
	2022	36,000	2,822,000		78.39		3.0	%
	2023	133,000	9,355,000		70.34		9.9	%
	2024	61,000	5,375,000		88.11		5.7	%
	2025	384,000	27,754,000		72.28		29.4	%
	2026	140,000	10,410,000		74.36		11.0	%
	2027	69,000	5,706,000		82.70		6.1	%
	2028	20,000	1,442,000		72.10		1.5	%
	2029	74,000	6,657,000		89.96		7.1	%
	Thereafter	161,000	13,755,000		85.43		14.6	%

____________________

(1) Excludes storage, vacancy and other.

- 16 -



TRAILING TWELVE MONTH PRO-FORMA CASH NET OPERATING INCOME AT SHARE
(unaudited and in thousands)

	For the Trailing Twelve Months Ended March 31, 2019								For the Trailing Twelve Months Ended December 31, 2018
	NOI at Share - Cash Basis		Adjustments				Pro Forma NOI at Share - Cash Basis		Pro Forma NOI at Share - Cash Basis
Office:
New York	$	732,279	$	(26,417	)	⁽¹⁾	$	705,862	$	698,500
theMART	91,903		12,118			⁽²⁾	104,021		106,188
555 California Street	55,407		—				55,407		53,488
Total Office	879,589		(14,299		)		865,290		858,176
New York - Retail	325,566		—				325,566		324,219
New York - Residential	22,248		—				22,248		22,076
	$	1,227,403	$	(14,299	)		$	1,213,104	$	1,204,471

________________________________________


(1)	Adjustment to deduct BMS NOI for the trailing twelve months ended March 31, 2019.


(2)	Adjustment to offset the accrual in Q4 2018 for the annual real estate tax increase which is billed to tenants throughout 2019.

- 17 -



CAPITAL STRUCTURE
(unaudited and in thousands, except per share and unit amounts)
				As of March 31, 2019
Debt (contractual balances) (non-GAAP):
Consolidated debt ⁽¹⁾:
Mortgages payable				$	6,556,034
Senior unsecured notes				850,000
$750 Million unsecured term loan				750,000
$2.75 Billion unsecured revolving credit facilities				530,000
				8,686,034
Pro rata share of debt of non-consolidated entities⁽²⁾⁽³⁾				2,459,400
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street)				(480,071		)
				10,665,363			(A)

	Shares/Units	Liquidation Preference
Perpetual Preferred:
5.00% preferred unit (D-16) (1 unit @ $1,000,000 per unit)				1,000
3.25% preferred units (D-17) (141,400 units @ $25 per unit)				3,535
5.70% Series K preferred shares	12,000	$	25.00	300,000
5.40% Series L preferred shares	12,000	25.00		300,000
5.25% Series M preferred shares	12,780	25.00		319,500
				924,035			(B)

	Converted Shares	March 31, 2019 Common Share Price
Equity:
Common shares	190,761	$	67.44	12,864,922
Class A units	12,144	67.44		818,991
Convertible share equivalents:
Equity awards - unit equivalents	645	67.44		43,499
D-13 preferred units	692	67.44		46,668
G1-G4 units	58	67.44		3,912
Series A preferred shares	34	67.44		2,293
				13,780,285			(C)
Total Market Capitalization (A+B+C)				$	25,369,683

____________________


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


(2)	As a result of the bankruptcy plan of reorganization for Toys "R" Us, Inc. ("Toys") being declared effective and our stock in Toys being canceled, we no longer hold an investment in Toys. Accordingly, no Toys debt is included in our pro rata share of debt of non-consolidated entities.


(3)	Our pro rata share of debt of non-consolidated entities is net of our $63,409 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

- 18 -



COMMON SHARES DATA (NYSE: VNO)
(unaudited)

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

	First Quarter 2019			Fourth Quarter 2018			Third Quarter 2018			Second Quarter 2018
High price	$	70.54		$	73.06		$	77.59		$	74.28
Low price	$	59.95		$	59.48		$	69.50		$	64.53
Closing price - end of quarter	$	67.44		$	62.03		$	73.00		$	73.92

Annualized dividend per share	$	2.64		$	2.52		$	2.52		$	2.52

Annualized dividend yield - on closing price		3.9	%		4.1	%		3.5	%		3.4	%

Outstanding shares, Class A units and convertible preferred units as converted (in thousands)		204,336			203,930			203,604			203,577

Closing market value of outstanding shares, Class A units and convertible preferred units as converted	$	13.8 Billion		$	12.6 Billion		$	14.9 Billion		$	15.0 Billion

- 19 -



DEBT ANALYSIS
(unaudited and in thousands)
	As of March 31, 2019
	Total				Variable				Fixed
(Contractual debt balances) (non-GAAP)	Amount			Weighted Average Interest Rate	Amount			Weighted Average Interest Rate	Amount			Weighted Average Interest Rate
Consolidated debt⁽¹⁾	$	8,686,034		3.76%	$	2,475,508		4.04%	$	6,210,526		3.65%
Pro rata share of debt of non-consolidated entities⁽²⁾⁽³⁾	2,459,400			4.16%	1,266,752			4.10%	1,192,648			4.23%
Total	11,145,434			3.85%	3,742,260			4.06%	7,403,174			3.75%
Less: Noncontrolling interests' share of consolidated debt (primarily 1290 Avenue of the Americas and 555 California Street)	(480,071		)		(28,194		)		(451,877		)
Company's pro rata share of total debt	$	10,665,363		3.84%	$	3,714,066		4.05%	$	6,951,297		3.73%



Debt Covenant Ratios:⁽⁴⁾	Senior Unsecured Notes			Unsecured Revolving Credit Facilities and Unsecured Term Loan
		Actual
	Required	Due 2022	Due 2025	Required	Actual
Total outstanding debt/total assets⁽⁵⁾	Less than 65%	55%	52%	Less than 60%	41%
Secured debt/total assets	Less than 50%	41%	39%	Less than 50%	32%
Interest coverage ratio (annualized combined EBITDA to annualized interest expense)	Greater than 1.50	2.19	2.19		N/A
Fixed charge coverage		N/A	N/A	Greater than 1.40	2.30
Unencumbered assets/unsecured debt	Greater than 150%	316%	333%		N/A
Unsecured debt/cap value of unencumbered assets		N/A	N/A	Less than 60%	21%
Unencumbered coverage ratio		N/A	N/A	Greater than 1.50	6.39



Unencumbered EBITDA (non-GAAP):⁽⁵⁾	Q1 2019
	Annualized
New York	$	422,540
Other	18,868
Total	$	441,408

____________________


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


(2)	As a result of the bankruptcy plan of reorganization for Toys "R" Us, Inc. ("Toys") being declared effective and our stock in Toys being canceled, we no longer hold an investment in Toys. Accordingly, no Toys debt is included in our pro rata share of debt of non-consolidated entities.


(3)	Our pro rata share of debt of non-consolidated entities is net of our $63,409 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

(4)

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


(5)	Total assets include EBITDA (as defined) capped at 7.5% under the senior unsecured notes due 2022, 7.0% under the senior unsecured notes due 2025 and 6.0% under the unsecured revolving credit facilities and unsecured term loan.

- 20 -



DEBT MATURITIES (CONTRACTUAL BALANCES) (NON-GAAP)
(unaudited and in thousands)
Property	Maturity Date ⁽¹⁾	Spread over LIBOR	Interest Rate		2019			2020			2021			2022				2023			Thereafter			Total
220 Central Park South	09/20	L+200	4.50%		$	—		$	313,423		$	—		$	—			$	—		$	—		$	313,423
Eleven Penn Plaza	12/20		3.95%		—			450,000			—			—				—			—			450,000
888 Seventh Avenue	12/20		3.15%	(2)	—			375,000			—			—				—			—			375,000
Borgata Land	02/21		5.14%		—			—			54,269			—				—			—			54,269
770 Broadway	03/21		2.56%	(3)	—			—			700,000			—				—			—			700,000
909 Third Avenue	05/21		3.91%		—			—			350,000			—				—			—			350,000
606 Broadway	05/21	L+300	5.49%		—			—			56,389			—				—			—			56,389
555 California Street	09/21		5.10%		—			—			556,257			—				—			—			556,257
theMART	09/21		2.70%		—			—			675,000			—				—			—			675,000
Two Penn Plaza	12/21	L+165	4.14%		—			—			575,000			—				—			—			575,000
Senior unsecured notes due 2022	01/22		5.00%		—			—			—			400,000			⁽⁴⁾	—			—			400,000
1290 Avenue of the Americas	11/22		3.34%		—			—			—			950,000				—			—			950,000
$1.25 Billion unsecured revolving credit facility	01/23	L+100	3.48%		—			—			—			—				80,000			—			80,000
Unsecured Term Loan	02/24		3.87%	(5)	—			—			—			—				—			750,000			750,000
435 Seventh Avenue	02/24	L+130	3.78%		—			—			—			—				—			95,696			95,696
$1.5 Billion unsecured revolving credit facility	03/24	L+90	3.46%		—			—			—			—				—			450,000			450,000
150 West 34th Street	05/24	L+188	4.36%		—			—			—			—				—			205,000			205,000
33-00 Northern Boulevard	01/25		4.14%	(6)	—			—			—			—				—			100,000			100,000
Senior unsecured notes due 2025	01/25		3.50%		—			—			—			—				—			450,000			450,000
4 Union Square South	08/25	L+140	3.89%		—			—			—			—				—			120,000			120,000
100 West 33rd Street	04/26	L+155	4.03%		—			—			—			—				—			580,000			580,000
350 Park Avenue	01/27		3.92%		—			—			—			—				—			400,000			400,000
					$	—		$	1,138,423		$	2,966,915		$	1,350,000			$	80,000		$	3,150,696		$	8,686,034

Weighted average rate					—		%	3.84		%	3.64		%	3.83		%		3.48		%	3.83		%	3.76		%

Fixed rate debt					$	—		$	825,000		$	2,335,526		$	1,350,000			$	—		$	1,700,000		$	6,210,526
Fixed weighted average rate expiring					—		%	3.59		%	3.47		%	3.83		%		—		%	3.80		%	3.65		%
Floating rate debt					$	—		$	313,423		$	631,389		$	—			$	80,000		$	1,450,696		$	2,475,508
Floating weighted average rate expiring					—		%	4.50		%	4.26		%	—		%		3.48		%	3.87		%	4.04		%

____________________


(1)	Represents the extended maturity for certain loans in which we have the unilateral right to extend.


(2)	Pursuant to an existing swap agreement, the loan bears interest at 3.15% through December 2020. The rate was swapped from LIBOR plus 1.60% (4.09% as of March 31, 2019).


(3)	Pursuant to an existing swap agreement, the loan bears interest at 2.56% through September 2020. The rate was swapped from LIBOR plus 1.75% (4.23% as of March 31, 2019).


(4)	Redeemed on April 1, 2019 at a redemption price of 105.51% of the principal amount plus accrued interest.


(5)	Pursuant to an existing swap agreement, the loan bears interest at 3.87% through October 2023. The rate was swapped from LIBOR plus 1.00% (3.50% as of March 31, 2019).


(6)	Pursuant to an existing swap agreement, the loan bears interest at 4.14% through January 2025. The rate was swapped from LIBOR plus 1.80% (4.30% as of March 31, 2019).

- 21 -



UNCONSOLIDATED JOINT VENTURES
(unaudited and in thousands)
Joint Venture Name	Asset Category	Percentage Ownership at March 31, 2019	Company's Carrying Amount				Company's Pro rata Share of Debt⁽¹⁾		100% of Joint Venture Debt⁽¹⁾		Maturity Date	Spread over LIBOR	Interest Rate
Alexander's⁽²⁾	Office/Retail	32.4%	$	106,786			$	315,847	$	974,836	Various	Various	Various

Partially owned office buildings/land:
One Park Avenue	Office/Retail	55.0%	134,797				165,000		300,000		03/21	L+175	4.23%
280 Park Avenue	Office/Retail	50.0%	113,035				600,000		1,200,000		09/24	L+173	4.22%
650 Madison Avenue	Office/Retail	20.1%	105,819				161,024		800,000		10/20	N/A	4.39%
512 West 22nd Street	Office	55.0%	60,109				50,924		92,590		11/20	L+265	5.14%
West 57th Street properties	Office/Retail/Land	50.0%	43,554				10,000		20,000		12/22	L+160	4.09%
825 Seventh Avenue	Office/Retail	50.0%	9,805				10,250		20,500		06/19	L+140	3.88%
61 Ninth Avenue	Office/Retail	45.1%	7,024				75,543		167,500		01/26	L+135	3.85%
Other	Office/Retail	Various	4,097				17,465		50,150		Various	Various	Various

Other equity method investments:
Independence Plaza	Residential/Retail	50.1%	66,455				338,175		675,000		07/25	N/A	4.25%
Rosslyn Plaza	Office/Residential	43.7% to 50.4%	31,393				19,924		39,523		06/19	L+225	4.76%
Other	Various	Various	47,390				99,373		643,762		Various	Various	Various
			$	730,264			$	1,863,525	$	4,983,861

330 Madison Avenue	Office/Retail	25.0%	$	(60,054	)	⁽³⁾	$	125,000	$	500,000	08/24	N/A	3.43%
7 West 34th Street	Office/Retail	53.0%	(51,464		)	⁽³⁾	159,000		300,000		06/26	N/A	3.65%
85 Tenth Avenue	Office/Retail	49.9%	(5,857		)	⁽³⁾	311,875		625,000		12/26	N/A	4.55%
			$	(117,375	)		$	595,875	$	1,425,000

____________________


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


(2)	Our pro rata share of debt of non-consolidated entities is net of our $63,409 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.


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

- 22 -



UNCONSOLIDATED JOINT VENTURES
(unaudited and in thousands)

	Percentage Ownership at March 31, 2019	Our Share of Net Income (Loss) for the Three Months Ended March 31,							Our Share of NOI (non-GAAP) for the Three Months Ended March 31,
	Percentage Ownership at March 31, 2019	2019			2018				2019		2018
Joint Venture Name
New York:
Alexander's	32.4%	$	5,717		$	(3,209	)	⁽¹⁾	$	11,322	$	11,575
280 Park Avenue	50.0%	(1,838		)	(264		)		9,548		9,490
One Park Avenue	55.0%	1,657			(4,898		)	⁽²⁾	5,293		5,934
650 Madison Avenue	20.1%	(1,154		)	(1,063		)		2,458		2,505
7 West 34th Street	53.0%	1,027			1,029				3,526		3,437
330 Madison Avenue	25.0%	581			714				2,639		2,777
85 Tenth Avenue	49.9%	(179		)	(553		)		5,147		4,604
Independence Plaza	50.1%	114			1,484				6,899		7,049
West 57th Street properties	50.0%	(100		)	(81		)		258		198
825 Seventh Avenue	50.0%	26			692				—		846
Other, net	Various	(446		)	(789		)		2,485		1,358
		5,405			(6,938		)		49,575		49,773

Other:
Alexander's corporate fee income	32.4%	1,057			1,208				476		1,208
UE⁽³⁾	N/A	773			(641		)		4,902		2,872
Rosslyn Plaza	43.7% to 50.4%	134			(284		)		1,336		1,033
PREIT⁽⁴⁾	N/A	51			(429		)		9,824		5,721
666 Fifth Avenue Office Condominium⁽⁵⁾	N/A	—			(3,492		)		—		5,273
Other, net	Various	(100		)	672				1,289		1,633
		1,915			(2,966		)		17,827		17,740

Total		$	7,320		$	(9,904	)		$	67,402	$	67,513

____________________


(1)	Includes our $7,708 share of Alexander's disputed transfer tax related to the November 2012 sale of Kings Plaza Regional Shopping Center based on the precedent established by the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision regarding One Park Avenue. See note below.

(2)

Includes our $4,978 share of disputed transfer tax related to the March 2011 acquisition of One Park Avenue which was recorded as a result of the Tax Tribunal's decision in the first quarter of 2018. We appealed the Tax Tribunal's decision to the New York State Supreme Court, Appellate Division, First Department ("Appellate Division"). Our appeal was heard on April 2, 2019, and on April 25, 2019 the Appellate Division entered a unanimous decision and order that confirmed the decision of the Tax Tribunal and dismissed our appeal. We are currently evaluating our options regarding this matter.


(3)	Sold on March 4, 2019.


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


(5)	Sold on August 3, 2018.

- 23 -

DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF MARCH 31, 2019

(unaudited and in thousands, except square feet)

(At Share)

Full
Quarter
Stabilized
Operations

Property
Rentable
Sq. Ft.

Excluding Land Costs

Available for Occupancy

Current Projects

Segment

Incremental
Budget

Amount
Expended

%
Complete

Start

220 CPS - residential condominiums

Other

397,000

1,400,000

1,251,815

⁽¹⁾

89.4%

Q3 2012

N/A

Farley Office and Retail Building - (95.0% interest)

New York

850,000

760,000

196,759

⁽²⁾

25.9%

Q2 2017

Q3 2020

Q2 2022

PENN1⁽³⁾

New York

2,543,000

200,000

⁽⁴⁾

41,872

20.9%

Q4 2018

N/A

512 West 22nd Street - office (55.0% interest)

New York

173,000

72,000

54,288

⁽⁵⁾

75.4%

Q4 2015

Q1 2019

Q3 2020

345 Montgomery Street (555 California Street) (70.0% interest)

Other

78,000

32,000

16,442

⁽⁶⁾

51.4%

Q1 2018

Q3 2019

Q3 2020

606 Broadway - office/retail (50.0% interest)

New York

35,000

30,000

26,920

⁽⁷⁾

89.7%

Q2 2016

Q4 2018

Q2 2020

825 Seventh Avenue - office (50.0% interest)

New York

165,000

15,000

7,133

47.6%

Q2 2018

Q1 2020

Q1 2021

Total current projects

2,509,000

1,595,229

Future Opportunities

Segment

Property
Zoning
Sq. Ft.

Penn District - multiple opportunities - office/residential/retail

New York

TBD

PENN2 - office/retail

New York

TBD

Hotel Pennsylvania

New York

2,052,000

260 Eleventh Avenue - office⁽⁸⁾

New York

280,000

Undeveloped Land

29, 31, 33 West 57th Street (50.0% interest)

New York

150,000

484, 486 Eighth Avenue and 265, 267 West 34th Street

New York

125,000

527 West Kinzie, Chicago

Other

330,000

Rego Park III (32.4% interest)

New York

TBD

Total undeveloped land

605,000

____________________


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


(2)	Excludes our share of the upfront contribution of $230,000 and net of anticipated historic tax credits. The building and land are subject to a lease which expires in 2116.


(3)	The building is subject to a ground lease which expires in 2098 assuming all renewal options are exercised.


(4)	We expect the final budget will exceed $200,000 after anticipated scope changes.


(5)	Excludes land and acquisition costs of $57,000.


(6)	Excludes land and building costs of $31,000.


(7)	Excludes land and acquisition costs of $22,703.


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

- 24 -



CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS
CONSOLIDATED
(unaudited and in thousands)

	Three Months Ended March 31, 2019		Year Ended December 31,
Amounts paid for capital expenditures:	Three Months Ended March 31, 2019		2018		2017
Expenditures to maintain assets	$	26,377	$	92,386	$	111,629
Tenant improvements	9,479		100,191		128,287
Leasing commissions	5,122		33,254		36,447
Recurring tenant improvements, leasing commissions and other capital expenditures	40,978		225,831		276,363
Non-recurring capital expenditures	12,704		43,135		35,149
Total capital expenditures and leasing commissions	$	53,682	$	268,966	$	311,512


	Three Months Ended March 31, 2019		Year Ended December 31,
	Three Months Ended March 31, 2019		2018		2017
Amounts paid for development and redevelopment expenditures:
220 CPS	$	54,623	$	295,827	$	265,791
Farley Office and Retail Building	51,506		18,995		—
606 Broadway	4,980		15,959		15,997
PENN1	4,941		8,856		1,462
345 Montgomery Street (555 California Street)	3,250		18,187		5,950
1535 Broadway	1,031		8,645		1,982
Other	22,971		51,717		64,670		⁽¹⁾
	$	143,302	$	418,186	$	355,852

____________________


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

- 25 -



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

	Three Months Ended March 31, 2019		Year Ended December 31,
Amounts paid for capital expenditures:	Three Months Ended March 31, 2019		2018		2017
Expenditures to maintain assets	$	24,106	$	70,954	$	79,567
Tenant improvements	8,462		76,187		83,639
Leasing commissions	5,122		29,435		26,114
Recurring tenant improvements, leasing commissions and other capital expenditures	37,690		176,576		189,320
Non-recurring capital expenditures	12,622		31,381		27,762
Total capital expenditures and leasing commissions	$	50,312	$	207,957	$	217,082


	Three Months Ended March 31, 2019		Year Ended December 31,
	Three Months Ended March 31, 2019		2018		2017
Amounts paid for development and redevelopment expenditures:
Farley Office and Retail Building	$	51,506	$	18,995	$	—
606 Broadway	4,980		15,959		15,997
PENN1	4,941		8,856		1,462
1535 Broadway	1,031		8,645		1,982
Other	20,018		36,660		23,933
	$	82,476	$	89,115	$	43,374

- 26 -



CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS
theMART
(unaudited and in thousands)
	Three Months Ended March 31, 2019		Year Ended December 31,
Amounts paid for capital expenditures:	Three Months Ended March 31, 2019		2018		2017
Expenditures to maintain assets	$	2,019	$	13,282	$	12,772
Tenant improvements	1,015		15,106		8,730
Leasing commissions	—		459		1,701
Recurring tenant improvements, leasing commissions and other capital expenditures	3,034		28,847		23,203
Non-recurring capital expenditures	74		260		—
Total capital expenditures and leasing commissions	$	3,108	$	29,107	$	23,203


	Three Months Ended March 31, 2019		Year Ended December 31,
	Three Months Ended March 31, 2019		2018		2017
Amounts paid for development and redevelopment expenditures:
Common area enhancements	$	—	$	51	$	5,342
Other	686		10,739		799
	$	686	$	10,790	$	6,141

- 27 -



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

	Three Months Ended March 31, 2019		Year Ended December 31,
Amounts paid for capital expenditures:	Three Months Ended March 31, 2019		2018		2017
Expenditures to maintain assets	$	252	$	8,150	$	9,689
Tenant improvements	2		8,898		19,327
Leasing commissions	—		3,360		1,330
Recurring tenant improvements, leasing commissions and other capital expenditures	254		20,408		30,346
Non-recurring capital expenditures	8		11,494		7,159
Total capital expenditures and leasing commissions	$	262	$	31,902	$	37,505


	Three Months Ended March 31, 2019		Year Ended December 31,
	Three Months Ended March 31, 2019		2018		2017
Amounts paid for development and redevelopment expenditures:
345 Montgomery Street	$	3,250	$	18,187	$	5,950
Other	1,388		445		6,465
	$	4,638	$	18,632	$	12,415

- 28 -



CAPITAL EXPENDITURES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS
OTHER
(unaudited and in thousands)

	Three Months Ended March 31, 2019		Year Ended December 31,
	Three Months Ended March 31, 2019		2018		2017
Amounts paid for development and redevelopment expenditures:
220 CPS	$	54,623	$	295,827	$	265,791
Other	879		3,822		28,131		⁽¹⁾
	$	55,502	$	299,649	$	293,922

____________________


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

- 29 -



SQUARE FOOTAGE
(unaudited and square feet in thousands)
		At Vornado's Share
	At 100%		Under Development	In Service
	At 100%	Total	Under Development	Office	Retail	Showroom	Other
Segment:
New York:
Office	21,499	17,980	1,339	16,458	—	183	—
Retail	2,791	2,550	146	—	2,404	—	—
Residential - 1,683 units	1,533	800	4	—	—	—	796
Alexander's (32.4% interest), including 312 residential units	2,437	789	63	288	355	—	83
Hotel Pennsylvania	1,400	1,400	—	—	—	—	1,400
	29,660	23,519	1,552	16,746	2,759	183	2,279

Other:
theMART	3,695	3,686	—	2,045	109	1,532	—
555 California Street (70% interest)	1,821	1,275	55	1,189	31	—	—
Other	2,831	1,332	140	212	869	—	111
	8,347	6,293	195	3,446	1,009	1,532	111

Total square feet at March 31, 2019	38,007	29,812	1,747	20,192	3,768	1,715	2,390

Total square feet at December 31, 2018	38,014	29,820	1,687	20,181	3,842	1,716	2,394

Parking Garages (not included above):	Square Feet	Number of Garages	Number of Spaces
New York	1,669	10	4,875
theMART	558	4	1,637
555 California Street	168	1	453
Rosslyn Plaza	411	4	1,094
Total at March 31, 2019	2,806	19	8,059

- 30 -



TOP 30 TENANTS
(unaudited and in thousands, except square feet)



Tenants	Square Footage At Share⁽¹⁾	Annualized Revenues At Share (non-GAAP)⁽¹⁾		% of Annualized Revenues At Share (non-GAAP)⁽²⁾
Facebook	758,292	$	75,749	3.1	%
IPG and affiliates	967,552	63,740		2.6	%
Swatch Group USA	25,634	48,758		2.0	%
Macy's	646,434	38,233		1.6	%
Google/Motorola Mobility (guaranteed by Google)	728,483	35,594		1.4	%
Bloomberg L.P.	287,898	34,378		1.4	%
Forever 21	170,374	33,697		1.4	%
Victoria's Secret (guaranteed by L Brands, Inc.)	63,779	33,139		1.3	%
AXA Equitable Life Insurance	336,646	32,762		1.3	%
Oath (Verizon)	327,138	31,380		1.3	%
Ziff Brothers Investments, Inc.	287,030	30,786		1.3	%
McGraw-Hill Companies, Inc.	479,557	30,470		1.2	%
AMC Networks, Inc.	404,920	28,037		1.1	%
The City of New York	563,545	25,136		1.0	%
Topshop	94,349	24,511		1.0	%
Fast Retailing (Uniqlo)	90,732	23,795		1.0	%
Amazon (including its Whole Foods subsidiary)	308,113	23,759		1.0	%
Neuberger Berman Group LLC	288,325	22,948		0.9	%
Madison Square Garden	344,355	22,753		0.9	%
Bank of America	254,033	21,435		0.9	%
JCPenney	426,370	21,068		0.9	%
Hollister	21,741	20,485		0.8	%
New York University	347,948	20,452		0.8	%
PwC	241,196	17,430		0.7	%
U.S. Government	578,711	14,666		0.6	%
Sephora	16,146	14,173		0.6	%
Ferragamo	53,171	13,537		0.6	%
Information Builders, Inc.	210,978	13,223		0.5	%
New York & Company, Inc.	207,585	12,082		0.5	%
Cushman & Wakefield	127,314	11,843		0.5	%
				34.2	%

____________________


(1)	Includes leases not yet commenced.


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

- 31 -



OCCUPANCY
(unaudited)
	New York		theMART		555 California Street
Occupancy rate at:
March 31, 2019	97.0	%	94.9	%	99.4	%
December 31, 2018	97.0	%	94.7	%	99.4	%
March 31, 2018	96.9	%	99.1	%	97.8	%



RESIDENTIAL STATISTICS in service
(unaudited)
		Vornado's Ownership Interest
	Number of Units	Number of Units	Occupancy Rate	Average Monthly Rent Per Unit
New York:
March 31, 2019	1,995	959	96.7%	$3,821
December 31, 2018	1,999	963	96.6%	$3,803
March 31, 2018	2,008	980	96.9%	$3,726

- 32 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
NEW YORK:
Penn District:
PENN1
(ground leased through 2098)**												Cisco, WSP USA, Symantec Corporation,
-Office	100.0	%	92.3	%	$	66.88	2,273,000	2,104,000	169,000			United Healthcare Services, Inc., Siemens Mobility
												Bank of America, Kmart Corporation,
-Retail	100.0	%	97.4	%	138.31		270,000	270,000	—			Shake Shack, Starbucks
	100.0	%	92.9	%	74.46		2,543,000	2,374,000	169,000	$	—

PENN2												EMC, Information Builders, Inc.,
-Office	100.0	%	100.0	%	61.31		1,589,000	1,305,000	284,000			Madison Square Garden, McGraw-Hill Companies, Inc.
-Retail	100.0	%	100.0	%	217.40		45,000	39,000	6,000			Chase Manhattan Bank
	100.0	%	100.0	%	65.61		1,634,000	1,344,000	290,000	575,000

PENN11
-Office	100.0	%	99.7	%	62.24		1,110,000	1,110,000	—			Macy's, Madison Square Garden, AMC Networks, Inc.
												PNC Bank National Association, Starbucks,
-Retail	100.0	%	95.2	%	132.80		41,000	41,000	—			Madison Square Garden
	100.0	%	99.5	%	64.75		1,151,000	1,151,000	—	450,000

100 West 33rd Street
-Office	100.0	%	100.0	%	65.71		859,000	859,000	—	398,402		IPG and affiliates

Manhattan Mall
-Retail	100.0	%	95.9	%	127.83		256,000	256,000	—	181,598		JCPenney, Aeropostale, Express, Starbucks, Rose Mansion*

330 West 34th Street
(ground leased through 2149 -
34.8% ownership interest in the land)**												New York & Company, Inc., Structure Tone,
-Office	100.0	%	100.0	%	62.91		701,000	701,000	—			Deutsch, Inc., Web.com, Footlocker, Home Advisor, Inc.
-Retail	100.0	%	54.3	%	124.70		21,000	21,000	—			Starbucks, Ballast Point
	100.0	%	98.7	%	62.91		722,000	722,000	—	50,150 ⁽³⁾

435 Seventh Avenue
-Retail	100.0	%	100.0	%	187.82		43,000	43,000	—	95,696		Forever 21*

7 West 34th Street
-Office	53.0	%	100.0	%	64.86		458,000	458,000	—			Amazon
-Retail	53.0	%	89.3	%	336.71		19,000	19,000	—			Amazon, Lindt, Naturalizer* (guaranteed by Caleres)
	53.0	%	99.6	%	75.69		477,000	477,000	—	300,000

431 Seventh Avenue
-Retail	100.0	%	100.0	%	270.94		10,000	10,000	—	—

488 Eighth Avenue
-Retail	100.0	%	100.0	%	89.40		6,000	6,000	—	—

138-142 West 32nd Street
-Retail	100.0	%	100.0	%	113.14		8,000	8,000	—	—

150 West 34th Street
-Retail	100.0	%	100.0	%	112.53		78,000	78,000	—	205,000		Old Navy

- 33 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾			Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾			Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
NEW YORK (Continued):
Penn District (Continued):
137 West 33rd Street
-Retail	100.0	%	100.0	%	$	97.47		3,000	3,000	—	$	—

131-135 West 33rd Street
-Retail	100.0	%	100.0	%	55.08			23,000	23,000	—	—

Total Penn District								7,813,000	7,354,000	459,000	2,255,846
Midtown East:
909 Third Avenue
(ground leased through 2063)**													IPG and affiliates, Forest Laboratories,
-Office	100.0	%	98.6	%	64.15		⁽⁴⁾	1,352,000	1,352,000	—	350,000		Geller & Company, Morrison Cohen LLP,
													United States Post Office, Thomson Reuters LLC, Sard Verbinnen*

150 East 58th Street
(ground leased through 2118)**
-Office	100.0	%	97.6	%	76.72			540,000	540,000	—			Castle Harlan, Tournesol Realty LLC (Peter Marino)
-Retail	100.0	%	13.1	%	17.86			3,000	3,000	—
	100.0	%	97.2	%	76.40			543,000	543,000	—	—

715 Lexington Avenue
-Retail	100.0	%	92.5	%	104.62			23,000	23,000	—	—		New York & Company, Inc., Jonathan Adler

966 Third Avenue
-Retail	100.0	%	100.0	%	96.03			7,000	7,000	—	—		McDonald's

968 Third Avenue
-Retail	50.0	%	100.0	%	165.23			7,000	7,000	—	—		Wells Fargo*

Total Midtown East								1,932,000	1,932,000	—	350,000

Midtown West:
888 Seventh Avenue
(ground leased through 2067)**													Axon Capital LP, Lone Star US Acquisitions LLC,
-Office	100.0	%	92.0	%	92.55			871,000	871,000	—			Vornado Executive Headquarters, United Talent Agency,
-Retail	100.0	%	100.0	%	309.08			15,000	15,000	—			Redeye Grill L.P.
	100.0	%	92.2	%	96.22			886,000	886,000	—	375,000

57th Street - 2 buildings
-Office	50.0	%	84.6	%	48.70			81,000	81,000	—			Various
-Retail	50.0	%	100.0	%	137.46			22,000	22,000	—
	50.0	%	87.9	%	67.66			103,000	103,000	—	20,000

Total Midtown West								989,000	989,000	—	395,000

Park Avenue:
280 Park Avenue													Cohen & Steers Inc., Franklin Templeton Co. LLC,
-Office	50.0	%	93.3	%	102.11			1,234,000	1,234,000	—			PJT Partners, Investcorp International Inc., GIC Inc., Wells Fargo
-Retail	50.0	%	100.0	%	102.82			26,000	26,000	—			Scottrade Inc., Starbucks, The Four Seasons Restaurant
	50.0	%	93.5	%	102.13			1,260,000	1,260,000	—	1,200,000

- 34 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership			% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership			% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
NEW YORK (Continued):
Park Avenue (Continued):
350 Park Avenue													Kissinger Associates Inc., Ziff Brothers Investment Inc.,
-Office	100.0	%		97.7	%	$	108.46	553,000	553,000	—			MFA Financial Inc., M&T Bank
-Retail	100.0	%		100.0	%	272.80		18,000	18,000	—			Fidelity Investments, AT&T Wireless, Valley National Bank
	100.0	%		97.8	%	113.64		571,000	571,000	—	$	400,000

Total Park Avenue								1,831,000	1,831,000	—	1,600,000
Grand Central:
90 Park Avenue													Alston & Bird, Capital One, PwC, MassMutual*
-Office	100.0	%		99.3	%	78.17		938,000	938,000	—			Factset Research Systems Inc., Foley & Lardner
-Retail	100.0	%		100.0	%	135.76		18,000	18,000	—			Citibank, Starbucks
	100.0	%		99.3	%	79.25		956,000	956,000	—	—

330 Madison Avenue													Guggenheim Partners LLC, HSBC Bank AFS, Glencore Ltd.,
-Office	25.0	%		96.2	%	79.91		813,000	813,000	—			Jones Lang LaSalle Inc., Wells Fargo, American Century
-Retail	25.0	%		100.0	%	331.84		33,000	33,000	—			Ann Taylor Retail Inc., Citibank, Starbucks
	25.0	%		96.4	%	89.74		846,000	846,000	—	500,000

510 Fifth Avenue
-Retail	100.0	%		100.0	%	161.44		66,000	66,000	—	—		The North Face, Elie Tahari

Total Grand Central								1,868,000	1,868,000	—	500,000

Madison/Fifth:
640 Fifth Avenue													Fidelity Investments, Owl Creek Asset Management LP,
-Office	100.0	%		95.6	%	93.63		246,000	246,000	—			Avolon Aerospace*, GCA Savvian Inc.
-Retail	100.0	%		100.0	%	914.46		69,000	69,000	—			Victoria's Secret (guaranteed by L Brands, Inc.), Dyson
	100.0	%		96.5	%	273.43		315,000	315,000	—	—

666 Fifth Avenue
-Retail	100.0	%	⁽⁵⁾	100.0	%	473.95		114,000	114,000	—	390,000		Fast Retailing (Uniqlo), Hollister, Tissot

595 Madison Avenue													Beauvais Carpets, Levin Capital Strategies LP,
-Office	100.0	%		91.5	%	84.84		301,000	301,000	—			Cosmetech Mably Int'l LLC.
-Retail	100.0	%		39.2	%	1,309.75		29,000	29,000	—			Coach
	100.0	%		86.9	%	192.49		330,000	330,000	—	—

650 Madison Avenue													Memorial Sloan Kettering Cancer Center, Polo Ralph Lauren,
-Office	20.1	%		97.9	%	113.68		564,000	564,000	—			Willett Advisors LLC (Bloomberg Philanthropies), Sotheby's International Realty, Inc.*
-Retail	20.1	%		68.6	%	1,256.83		39,000	39,000	—			Moncler USA Inc., Tod's, Celine*
	20.1	%		96.0	%	187.61		603,000	603,000	—	800,000

689 Fifth Avenue
-Office	100.0	%		100.0	%	85.22		81,000	81,000	—			Yamaha Artist Services Inc., Brunello Cucinelli USA Inc.
-Retail	100.0	%		100.0	%	864.39		17,000	17,000	—			MAC Cosmetics, Massimo Dutti
	100.0	%		100.0	%	220.38		98,000	98,000	—	—

655 Fifth Avenue
-Retail	92.5	%		100.0	%	253.79		57,000	57,000	—	140,000		Ferragamo

- 35 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
NEW YORK (Continued):
Madison/Fifth (Continued):
697-703 Fifth Avenue
-Retail	74.3	%	100.0	%	$	2,816.68	26,000	26,000	—	$	450,000	Swatch Group USA, Harry Winston

Total Madison/Fifth							1,543,000	1,543,000		1,780,000
Midtown South:
770 Broadway
-Office	100.0	%	100.0	%	97.91		1,078,000	1,078,000	—			Facebook, Oath (Verizon)
-Retail	100.0	%	92.5	%	61.34		105,000	105,000	—			Bank of America, Kmart Corporation
	100.0	%	99.3	%	94.66		1,183,000	1,183,000	—	700,000

One Park Avenue												New York University, Clarins USA Inc.,
												BMG Rights Management, Robert A.M. Stern Architect,
-Office	55.0	%	100.0	%	59.13		865,000	865,000	—			automotiveMastermind
-Retail	55.0	%	100.0	%	89.09		78,000	78,000	—			Bank of Baroda, Citibank, Equinox, Men's Wearhouse
	55.0	%	100.0	%	61.61		943,000	943,000	—	300,000

4 Union Square South												Burlington, Whole Foods Market, DSW,
-Retail	100.0	%	100.0	%	110.55		206,000	206,000	—	120,000		Forever 21

692 Broadway
-Retail	100.0	%	100.0	%	93.71		36,000	36,000	—	—		Equinox, Oath (Verizon)

Total Midtown South							2,368,000	2,368,000	—	1,120,000

Rockefeller Center:
1290 Avenue of the Americas												AXA Equitable Life Insurance, Hachette Book Group Inc.,
												Bryan Cave LLP, Neuberger Berman Group LLC, SSB Realty LLC,
												Cushman & Wakefield, Fitzpatrick, LinkLaters*,
-Office	70.0	%	100.0	%	82.77		2,042,000	2,042,000	—			Cella, Harper & Scinto, Columbia University
-Retail	70.0	%	100.0	%	183.24		76,000	76,000	—			Duane Reade, JPMorgan Chase Bank, Sovereign Bank, Starbucks
	70.0	%	100.0	%	86.38		2,118,000	2,118,000	—	950,000

608 Fifth Avenue
(ground leased through 2033)**
-Office	100.0	%	94.6	%	72.10		93,000	93,000	—
-Retail	100.0	%	100.0	%	486.57		44,000	44,000	—			Topshop
	100.0	%	96.4	%	205.21		137,000	137,000	—	—

Total Rockefeller Center							2,255,000	2,255,000	—	950,000
Wall Street/Downtown:
40 Fulton Street
-Office	100.0	%	72.6	%	49.70		246,000	246,000	—			Market News International Inc., Fortune Media Group*
-Retail	100.0	%	100.0	%	108.51		5,000	5,000	—			TD Bank
	100.0	%	73.2	%	50.87		251,000	251,000	—	—

Soho:
478-486 Broadway - 2 buildings
-Retail	100.0	%	100.0	%	249.81		65,000	65,000	—			Topshop, Madewell, J. Crew
-Residential (10 units)	100.0	%	100.0	%			20,000	20,000	—
	100.0	%	100.0	%			85,000	85,000	—	—

- 36 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
NEW YORK (Continued):
Soho (Continued):
443 Broadway
-Retail	100.0	%	100.0	%	$	100.00	16,000	16,000	—	$	—	Necessary Clothing

304 Canal Street
-Retail	100.0	%	—		—		4,000	4,000	—
-Residential (4 units)	100.0	%	100.0	%			9,000	9,000	—
	100.0	%	69.2	%			13,000	13,000	—	—

334 Canal Street
-Retail	100.0	%	100.0	%	100.20		4,000	4,000	—
-Residential (4 units)	100.0	%	100.0	%	—		11,000	11,000	—
	100.0	%	100.0	%			15,000	15,000	—	—

155 Spring Street
-Retail	100.0	%	100.0	%	137.09		50,000	50,000	—	—		Vera Bradley

148 Spring Street
-Retail	100.0	%	100.0	%	196.15		8,000	8,000	—	—		Dr. Martens

150 Spring Street
-Retail	100.0	%	63.2	%	428.87		6,000	6,000	—			Sandro
-Residential (1 unit)	100.0	%	100.0	%			1,000	1,000	—
	100.0	%	68.5	%			7,000	7,000	—	—

Total Soho							194,000	194,000	—	—

Times Square:
1540 Broadway												Forever 21, Planet Hollywood, Disney, Sunglass Hut,
-Retail	100.0	%	100.0	%	271.85		161,000	161,000	—	—		MAC Cosmetics, U.S. Polo

1535 Broadway
-Retail	100.0	%	95.3	%	1,086.40		45,000	45,000	—			T-Mobile, Invicta, Swatch Group USA, Levi's, Sephora
-Theatre	100.0	%	100.0	%	13.90		62,000	62,000	—			Nederlander-Marquis Theatre
	100.0	%	98.0	%	404.84		107,000	107,000	—	—

Total Times Square							268,000	268,000	—	—

Upper East Side:
828-850 Madison Avenue
-Retail	100.0	%	84.6	%	442.81		18,000	14,000	4,000	—		Gucci, Christofle Silver Inc.

677-679 Madison Avenue
-Retail	100.0	%	100.0	%	522.41		8,000	8,000	—			Berluti
-Residential (8 units)	100.0	%	75.0	%			5,000	5,000	—
	100.0	%	90.4	%			13,000	13,000	—	—

759-771 Madison Avenue (40 East 66th)

-Retail	100.0	%	42.8	%	1,317.58		11,000	11,000	—			John Varvatos
-Residential (5 units)	100.0	%	100.0	%			12,000	12,000	—
	100.0	%	72.7	%			23,000	23,000	—	—

1131 Third Avenue
-Retail	100.0	%	100.0	%	176.99		23,000	23,000	—	—		Nike, Crunch LLC, J.Jill

- 37 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
NEW YORK (Continued):
Upper East Side (Continued):
Other
-Retail - 2 buildings	100.0	%	100.0	%	$	—	15,000	15,000	—
-Residential (8 units)	100.0	%	100.0	%			7,000	3,000	4,000
	100.0	%	100.0	%			22,000	18,000	4,000	$	—

Total Upper East Side							99,000	91,000	8,000	—

Long Island City:
33-00 Northern Boulevard (Center Building)
-Office	100.0	%	95.5	%	35.88		471,000	471,000	—	100,000		The City of New York, NYC Transit Authority

Chelsea/Meatpacking District:
260 Eleventh Avenue
(ground leased through 2114)**
-Office	100.0	%	100.0	%	53.21		184,000	184,000	—	—		The City of New York

85 Tenth Avenue												Google, General Services Administration,
												Telehouse International Corp., L-3 Communications,
-Office	49.9	%	99.8	%	89.49		586,000	586,000	—			Moet Hennessy USA. Inc.
-Retail	49.9	%	96.4	%	79.15		43,000	43,000	—			IL Posto LLC, Toro NYC Restaurant, L'Atelier
	49.9	%	99.5	%	88.79		629,000	629,000	—	625,000

537 West 26th Street
-Retail	100	%	—		—		14,000	14,000	—	—

61 Ninth Avenue
(ground leased through 2115)**
-Office	45.1	%	100.0	%	96.74		143,000	143,000	—			Aetna Life Insurance Company*
-Retail	45.1	%	100.0	%	287.61		23,000	23,000	—			Starbucks
	45.1	%	100.0	%	123.18		166,000	166,000	—	167,500

Total Chelsea/Meatpacking District							993,000	993,000	—	792,500

Upper West Side:
50-70 W 93rd Street
-Residential (325 units)	49.9	%	97.2	%			283,000	283,000	—	80,000

Tribeca:
Independence Plaza
-Residential (1,327 units)	50.1	%	96.8	%			1,185,000	1,185,000	—
-Retail	50.1	%	100.0	%	64.54		72,000	38,000	34,000			Duane Reade
	50.1	%	97.0	%			1,257,000	1,223,000	34,000	675,000

339 Greenwich Street
-Retail	100.0	%	100.0	%	109.91		8,000	8,000	—	—		Sarabeth's
Total Tribeca							1,265,000	1,231,000	34,000	675,000
New Jersey:
Paramus
-Office	100.0	%	88.6	%	23.24		129,000	129,000	—	—		Vornado's Administrative Headquarters

Washington D.C.:
3040 M Street
-Retail	100.0	%	100.0	%	79.86		44,000	44,000	—	—		Nike, Amazon

- 38 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
NEW YORK (Continued):
Property under Development:
512 West 22nd Street
-Office	55.0	%	—		$	—	173,000	—	173,000	$	92,590

606 Broadway (19 East Houston Street)
-Office	50.0	%	—		—		30,000	—	30,000			WeWork*
-Retail	50.0	%	100.0	%	669.29		5,000	3,000	2,000			HSBC*
	50.0	%	100.0	%	669.29		35,000	3,000	32,000	56,389
Farley Office and Retail Building (ground and building leased through 2116)**
-Office	95.0	%	—		—		730,000	—	730,000
-Retail	95.0	%	—		—		120,000	—	120,000
	95.0	%	—		—		850,000	—	850,000	—

825 Seventh Avenue
-Office	50.0	%	—		—		165,000	—	165,000
-Retail	100.0	%	—		—		4,000	—	4,000
	51.2	%	—		—		169,000	—	169,000	20,500

Total Property under Development							1,227,000	3,000	1,224,000	169,479

Properties to be Developed:
57th Street (3 properties)
-Office	50.0	%	—		—		—	—	—	—
-Retail	50.0	%	—		—		—	—	—	—

484 Eighth Avenue
-Retail	100.0	%	—		—		—	—	—	—

486 Eighth Avenue
-Retail	100.0	%	—		—		—	—	—	—

265 West 34th Street
-Retail	100.0	%	—		—		—	—	—	—

267 West 34th Street
-Retail	100.0	%	—		—		—	—	—	—

Total Properties to be Developed							—	—	—	—

New York Office:

Total			97.1	%	$	76.55	21,499,000	19,948,000	1,551,000

Vornado's Ownership Interest			97.0	%	$	74.45	17,980,000	16,641,000	1,339,000

New York Retail:

Total			97.0	%	$	235.23	2,791,000	2,621,000	170,000

Vornado's Ownership Interest			97.1	%	$	229.75	2,550,000	2,404,000	146,000

New York Residential:

Total			96.9	%			1,533,000	1,529,000	4,000

Vornado's Ownership Interest			96.7	%			800,000	796,000	4,000

- 39 -



NEW YORK SEGMENT
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾			Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾			Major Tenants
NEW YORK (Continued):
ALEXANDER'S, INC.:
New York:
731 Lexington Avenue, Manhattan
-Office	32.4	%	100.0	%	$	119.41	889,000	889,000	—	$	500,000		Bloomberg
-Retail	32.4	%	99.4	%	193.97		174,000	174,000	—	350,000			Hennes & Mauritz, The Home Depot, The Container Store
	32.4	%	99.9	%	130.55		1,063,000	1,063,000	—	850,000

													Burlington,
Rego Park I, Queens (4.8 acres)	32.4	%	100.0	%	46.93		343,000	148,000	195,000	—			Bed Bath & Beyond, Marshalls

Rego Park II (adjacent to Rego Park I),
Queens (6.6 acres)	32.4	%	92.0	%	44.58		609,000	609,000	—	56,836		⁽⁶⁾	Century 21, Costco, Kohl's, TJ Maxx

Flushing, Queens (1.0 acre ground leased through 2037)**	32.4	%	100.0	%	18.22		167,000	167,000	—	—			New World Mall LLC

The Alexander Apartment Tower,
Rego Park, Queens, NY
Residential (312 units)	32.4	%	95.5	%	—		255,000	255,000	—	—

New Jersey:
Paramus, New Jersey
(30.3 acres ground leased to IKEA through 2041)**	32.4	%	100.0	%	—		—	—	—	68,000			IKEA (ground lessee)

Property to be Developed:
Rego Park III (adjacent to Rego Park II),
Queens, NY (3.4 acres)	32.4	%	—		—		—	—	—	—

Total Alexander's	32.4	%	97.3	%	84.46		2,437,000	2,242,000	195,000	974,836

Hotel Pennsylvania:
-Hotel (1,700 Rooms)	100.0	%					1,400,000	1,400,000	—	—

Total New York			97.1	%	$	92.77	29,660,000	27,740,000	1,920,000	$	11,742,661

Vornado's Ownership Interest			97.0	%	$	78.57	23,520,000	21,967,000	1,552,000	$	7,877,534

____________________

* Lease not yet commenced.

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


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


(2)	Represents the contractual debt obligations.


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


(4)	Excludes US Post Office leased through 2038 (including three five-year renewal options) for which the annual escalated rent is $12.99 PSF.


(5)	75,000 square feet is leased from 666 Fifth Avenue Office Condominium.


(6)	Net of $195,708 of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

- 40 -



OTHER
PROPERTY TABLE
	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
theMART:
theMART, Chicago												Motorola Mobility (guaranteed by Google),
												CCC Information Services, Ogilvy Group (WPP),
												Publicis Groupe (Razorfish), ANGI Home Services, Inc,
												1871, Yelp Inc., Paypal, Inc., Allscripts Healthcare,
												Chicago School of Professional Psychology, Kellogg Company,
												Innovation Development Institute, Inc., Chicago Teachers Union,
-Office	100.0	%	94.0	%	$	43.91	2,045,000	2,045,000	—			ConAgra Foods Inc., Allstate Insurance Company
												Steelcase, Baker, Knapp & Tubbs, Holly Hunt Ltd.,
-Showroom/Trade show	100.0	%	96.4	%	53.71		1,532,000	1,532,000	—			Allsteel Inc., Herman Miller Inc., Teknion LLC
-Retail	100.0	%	91.4	%	55.36		99,000	99,000	—
	100.0	%	94.9	%	48.34		3,676,000	3,676,000	—	$	675,000

Other (2 properties)	50.0	%	100.0	%	44.13		19,000	19,000	—	32,036

Total theMART			94.9	%	$	48.31	3,695,000	3,695,000	—	$	707,036

Vornado's Ownership Interest			94.9	%	$	48.31	3,686,000	3,686,000	—	$	691,018

555 California Street:
555 California Street	70.0	%	99.3	%	$	77.38	1,508,000	1,508,000	—	$	556,257	Bank of America, Dodge & Cox, Goldman Sachs & Co.,
												Jones Day, Kirkland & Ellis LLP, Morgan Stanley & Co. Inc.,
												McKinsey & Company Inc., UBS Financial Services,
												KKR Financial, Microsoft Corporation,
												Fenwick & West LLP, Sidley Austin

315 Montgomery Street	70.0	%	100.0	%	73.72		235,000	235,000	—	—		Bank of America, Regus, Ripple Labs Inc., LendingHome Corporation,
												Blue Shield
345 Montgomery Street	70.0	%	—		—		78,000	—	78,000	—		Regus*

Total 555 California Street			99.4	%	$	76.89	1,821,000	1,743,000	78,000	$	556,257

Vornado's Ownership Interest			99.4	%	$	76.89	1,275,000	1,220,000	55,000	$	389,380

____________________

* Lease not yet commenced.


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


(2)	Represents the contractual debt obligations.

- 41 -



REAL ESTATE FUND
PROPERTY TABLE
	Fund % Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet			Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
Property	Fund % Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Total Property	In Service	Under Development or Not Available for Lease	Encumbrances (non-GAAP) (in thousands)⁽²⁾		Major Tenants
VORNADO CAPITAL PARTNERS
REAL ESTATE FUND:
New York, NY:
Lucida, 86th Street and Lexington Avenue
(ground leased through 2082)**												Barnes & Noble, Hennes & Mauritz,
-Retail	100.0	%	100.0	%	$	243.85	96,000	96,000	—			Sephora, Bank of America
-Residential (39 units)	100.0	%	94.9	%			59,000	59,000	—
	100.0	%					155,000	155,000	—	$	143,736

Crowne Plaza Times Square (0.64 acres owned in fee; 0.18 acres ground leased through 2187 and 0.05 acres ground leased through 2035)**
-Hotel (795 Rooms)
-Retail	75.3	%	86.8	%	157.18		49,000	49,000	—			New York Sports Club, Krispy Kreme*
-Office	75.3	%	100.0	%	50.28		196,000	196,000	—			American Management Association, Open Jar*
	75.3	%	97.4	%	71.66		245,000	245,000	—	262,018

501 Broadway	100.0	%	100.0	%	265.19		9,000	9,000	—	22,872		Capital One Financial Corporation

Miami, FL:
1100 Lincoln Road
-Retail	100.0	%	72.1	%	183.60		51,000	51,000	—			Banana Republic
-Theatre	100.0	%	100.0	%	42.46		79,000	79,000	—			Regal Cinema
	100.0	%	89.1	%	84.88		130,000	130,000	—	82,750

Total Real Estate Fund	88.8	%	95.5	%			539,000	539,000	—	$	511,376

Vornado's Ownership Interest	28.6	%	95.9	%			154,000	154,000	—	$	111,664

____________________

* Lease not yet commenced.

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


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


(2)	Represents the contractual debt obligations.

- 42 -



OTHER
PROPERTY TABLE
Property	% Ownership		% Occupancy		Weighted Average Annual Rent PSF⁽¹⁾		Square Feet				Encumbrances (non-GAAP) (in thousands)⁽³⁾		Major Tenants
							Total Property	In Service		Under Development or Not Available for Lease
							Total Property	Owned by Company	Owned by Tenant⁽²⁾	Under Development or Not Available for Lease
OTHER:
Virginia:
Rosslyn Plaza
-Office - 4 buildings	46.2	%	61.6	%	$	45.99	736,000	432,000	—	304,000			Gartner, Nathan Associates, Inc.
-Residential - 2 buildings (197 units)	43.7	%	97.9	%			253,000	253,000	—	—
							989,000	685,000	—	304,000	$	39,523

Fashion Centre Mall	7.5	%	97.9	%	50.58		868,000	868,000	—	—	410,000		Macy's, Nordstrom

Washington Tower	7.5	%	100.0	%	51.98		170,000	170,000	—	—	40,000		Computer Science Corp.


New Jersey:
Wayne Town Center, Wayne (ground leased through 2064)**	100.0	%	100.0	%	31.92		676,000	233,000	443,000	—	—		JCPenney, Costco, Dick's Sporting Goods,
													Nordstrom Rack, 24 Hour Fitness

Maryland:

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

Total Other			91.9	%	$	41.53	2,831,000	2,084,000	443,000	304,000	$	489,523

Vornado's Ownership Interest			92.8	%	$	32.16	1,332,000	749,000	443,000	140,000	$	53,674

____________________

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


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


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


(3)	Represents the contractual debt obligations.

- 43 -



INVESTOR INFORMATION

Executive Officers:
Steven Roth	Chairman of the Board and Chief Executive Officer
David R. Greenbaum	Vice Chairman
Michael J. Franco	President
Joseph Macnow	Executive Vice President - Chief Financial Officer and Chief Administrative Officer
Glen J. Weiss	Executive Vice President - Office Leasing - Co-Head of Real Estate
Barry S. Langer	Executive Vice President - Development - Co-Head of Real Estate

RESEARCH COVERAGE - EQUITY

James Feldman		Steve Sakwa/Jason Green	Nicholas Yulico
Bank of America/Merrill Lynch		Evercore ISI	Scotia Capital (USA) Inc
646-855-5808		212-446-9462/212-446-9449	212-225-6904

Ross Smotrich/Trevor Young		Daniel Ismail	John W. Guinee/Aaron Wolf
Barclays Capital		Green Street Advisors	Stifel Nicolaus & Company
212-526-2306/212-526-3098		949-640-8780	443-224-1307/443-224-1206

John P. Kim/Alex Nelson		Anthony Paolone/Patrice Chen	Michael Lewis/Alexei Siniakov
BMO Capital Markets		JP Morgan	SunTrust Robinson Humphrey
212-885-4115/212-885-4144		212-622-6682/212-622-1893	212-319-5659/212-590-0986

Michael Bilerman/Emmanuel Korchman		Vikram Malhotra/Adam J. Gabalski	Frank Lee
Citi		Morgan Stanley	UBS
212-816-1383/212-816-1382		212-761-7064/212-761-8051	415-352-5679

Derek Johnston/Tom Hennessy		Alexander Goldfarb/Daniel Santos
Deutsche Bank		Sandler O'Neill
904-520-4973/212-250-4063		212-466-7937/212-466-7927

RESEARCH COVERAGE - DEBT

Andrew Molloy		Jesse Rosenthal	Thierry Perrein
Bank of America/Merrill Lynch		CreditSights	Wells Fargo Securities
646-855-6435		212-340-3816	704-410-3262

Cristina Rosenberg		Mark Streeter
Citi		JP Morgan
212-723-6199		212-834-5086




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

- 44 -

APPENDIX

DEFINITIONS AND NON-GAAP RECONCILIATIONS

FINANCIAL SUPPLEMENT DEFINITIONS

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

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

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

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

- i -



NON-GAAP RECONCILIATIONS RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS TO NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, AS ADJUSTED
(unaudited and in thousands, except per share amounts)
		For the Three Months Ended
		March 31,						December 31, 2018
		2019			2018			December 31, 2018
Net income (loss) attributable to common shareholders	(A)	$	181,488		$	(17,841	)	$	100,494
Per diluted share		$	0.95		$	(0.09	)	$	0.53

Certain (income) expense items that impact net income (loss) attributable to common shareholders:
After-tax net gain on sale of 220 CPS condominium units		$	(130,954	)	$	—		$	(67,336	)
Net gain from sale of UE common shares		(62,395		)	—			—
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022		22,540			—			—
Mark-to-market (increase) decrease in Lexington common shares (sold on March 1, 2019)		(16,068		)	32,875			1,662
Mark-to-market decrease in PREIT common shares (accounted for as a marketable security from March 12, 2019)		15,649			—			—
Our share of loss (income) from real estate fund investments (excluding our $4,252 share of One Park Avenue disputed additional transfer taxes for the three months ended March 31, 2018)		2,904			(814		)	24,366
Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation		—			23,503			—
Preferred share issuance costs		—			14,486			—
Previously capitalized internal leasing costs⁽¹⁾		—			(1,348		)	(1,655		)
After-tax purchase price fair value adjustment related to the increase in ownership of the Farley joint venture		—			—			(27,289		)
Real estate impairment losses		—			—			12,000
Other		1,152			9,480			3,826
		(167,172		)	78,182			(54,426		)
Noncontrolling interests' share of above adjustments		10,498			(5,001		)	3,369
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders	(B)	$	(156,674	)	$	73,181		$	(51,057	)
Per diluted share (non-GAAP)		$	(0.82	)	$	0.38		$	(0.27	)

Net income attributable to common shareholders, as adjusted (non-GAAP)	(A+B)	$	24,814		$	55,340		$	49,437
Per diluted share (non-GAAP)		$	0.13		$	0.29		$	0.26

____________________________________________________________

(1)

"Net income, as adjusted" for the three months ended March 31, 2018 and December 31, 2018 have been reduced by $1,348 and $1,655, respectively, or $0.01 per diluted share for previously capitalized internal leasing costs to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.

- ii -



NON-GAAP RECONCILIATIONS RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS
(unaudited and in thousands, except per share amounts)
		For the Three Months Ended
		March 31,						December 31, 2018
		2019			2018			December 31, 2018
Reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP):
Net income (loss) attributable to common shareholders	(A)	$	181,488		$	(17,841	)	$	100,494
Per diluted share		$	0.95		$	(0.09	)	$	0.53

FFO adjustments:
Depreciation and amortization of real property		$	108,483		$	100,410		$	104,067
Real estate impairment losses		—			—			12,000
Net gain from sale of UE common shares		(62,395		)	—			—
(Increase) decrease in fair value of marketable securities:
Lexington		(16,068		)	32,875			1,662
PREIT		15,649			—			—
Other		(42		)	111			(10		)
After-tax purchase price fair value adjustment on depreciable real estate		—			—			(27,289		)
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Depreciation and amortization of real property		24,990			28,106			24,309
Net gains on sale of real estate		—			(305		)	—
(Increase) decrease in fair value of marketable securities		(12		)	1,674			2,081
		70,605			162,871			116,820
Noncontrolling interests' share of above adjustments		(4,424		)	(10,046		)	(7,229		)
FFO adjustments, net	(B)	$	66,181		$	152,825		$	109,591

FFO attributable to common shareholders (non-GAAP)	(A+B)	$	247,669		$	134,984		$	210,085
Convertible preferred share dividends		15			16			15
FFO attributable to common shareholders plus assumed conversions (non-GAAP)		247,684			135,000			210,100
Add back of FFO allocated to noncontrolling interests of the Operating Partnership		16,013			8,621			13,483
FFO - OP Basis (non-GAAP)		$	263,697		$	143,621		$	223,583
FFO per diluted share (non-GAAP)		$	1.30		$	0.71		$	1.10

- iii -



NON-GAAP RECONCILIATIONS RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS, AS ADJUSTED
(unaudited and in thousands, except per share amounts)
		For the Three Months Ended
		March 31,						December 31, 2018
		2019			2018			December 31, 2018
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	(A)	$	247,684		$	135,000		$	210,100
Per diluted share (non-GAAP)		$	1.30		$	0.71		$	1.10

Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 Central Park South condominium units		$	(130,954	)	$	—		$	(67,336	)
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022		22,540			—			—
Our share of loss (income) from real estate fund investments (excluding our $4,252 share of One Park Avenue disputed additional transfer taxes for the three months ended March 31, 2018)		2,904			(814		)	24,366
Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation		—			23,503			—
Preferred share issuance costs		—			14,486			—
Previously capitalized internal leasing costs⁽¹⁾		—			(1,348		)	(1,655		)
Other		1,206			4,421			1,745
		(104,304		)	40,248			(42,880		)
Noncontrolling interests' share of above adjustments		6,559			(2,341		)	2,654
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	(B)	$	(97,745	)	$	37,907		$	(40,226	)
Per diluted share (non-GAAP)		$	(0.51	)	$	0.20		$	(0.21	)

FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)	(A+B)	$	149,939		$	172,907		$	169,874
Per diluted share (non-GAAP)		$	0.79		$	0.91		$	0.89

____________________________________________________________

(1)

"FFO, as adjusted" for the three months ended March 31, 2018 and December 31, 2018 have been reduced by $1,348 and $1,655, respectively, or $0.01 per diluted share for previously capitalized internal leasing costs to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.

- iv -



NON-GAAP RECONCILIATIONS RECONCILIATION OF FFO ATTRIBUTABLE TO COMMON SHAREHOLDERS PLUS ASSUMED CONVERSIONS TO FAD
(unaudited and in thousands)

		For the Three Months Ended
		March 31,						December 31, 2018
		2019			2018			December 31, 2018
FFO attributable to common shareholders plus assumed conversions (non-GAAP)	(A)	$	247,684		$	135,000		$	210,100

Adjustments to arrive at FAD (non-GAAP):
Recurring tenant improvements, leasing commissions and other capital expenditures		(40,978		)	(48,545		)	(64,303		)
Adjustments to FFO excluding FFO attributable to discontinued operations and sold properties		(104,441		)	39,584			(42,638		)
Amortization of acquired below-market leases, net		(6,088		)	(10,144		)	(6,656		)
Amortization of debt issuance costs		7,547			8,104			7,493
Stock-based compensation expense		31,654			13,669			5,532
Straight-line rentals		1,140			(7,430		)	2,674
Non real estate depreciation		1,513			1,635			1,490
Noncontrolling interests' share of above adjustments		6,886			193			5,933
FAD adjustments, net	(B)	(102,767		)	(2,934		)	(90,475		)

FAD (non-GAAP)	(A+B)	$	144,917		$	132,066		$	119,625

FAD payout ratio⁽¹⁾		86.8		%	91.3		%	100.0		%

_____________________________________________


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

- v -

NON-GAAP RECONCILIATIONS

RECONCILIATION OF NET INCOME TO NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS

(unaudited and in thousands)



	For the Three Months Ended
	March 31,						December 31, 2018
	2019			2018
Net income	$	213,044		$	282		$	97,821

Deduct:
(Income) loss from partially owned entities	(7,320		)	9,904			(3,090		)
Interest and other investment (income) loss, net	(5,045		)	24,384			(7,656		)
Net gains on disposition of wholly owned and partially owned assets	(220,294		)	—			(81,203		)
Purchase price fair value adjustment	—			—			(44,060		)
NOI attributable to noncontrolling interests in consolidated subsidiaries	(17,403		)	(17,312		)	(19,771		)

Add:
Loss from real estate fund investments	167			8,807			51,258
Depreciation and amortization expense	116,709			108,686			112,869
General and administrative expense	58,020			42,533			32,934
Transaction related costs, impairment loss and other	149			13,156			14,637
NOI from partially owned entities	67,402			67,513			60,205
Interest and debt expense	102,463			88,166			83,175
Loss (income) from discontinued operations	137			363			(257		)
Income tax expense	29,743			2,554			32,669
NOI at share	337,772			349,036			329,531
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(5,181		)	(17,948		)	(5,532		)
NOI at share - cash basis	$	332,591		$	331,088		$	323,999

- vi -

NON-GAAP RECONCILIATIONS

COMPONENTS OF NET OPERATING INCOME AT SHARE AND NET OPERATING INCOME AT SHARE - CASH BASIS

(unaudited and in thousands)



	For the Three Months Ended March 31,
	Total Revenues						Operating Expenses						NOI						Non-cash Adjustments⁽¹⁾						NOI - cash basis
	2019			2018			2019			2018			2019			2018			2019			2018			2019			2018
New York	$	443,285		$	448,484		$	198,095		$	197,916		$	245,190		$	250,568		$	(5,083	)	$	(15,167	)	$	240,107		$	235,401
Other	91,383			87,953			48,800			39,686			42,583			48,267			1,907			(665		)	44,490			47,602
Consolidated total	534,668			536,437			246,895			237,602			287,773			298,835			(3,176		)	(15,832		)	284,597			283,003
Noncontrolling interests' share in consolidated subsidiaries	(28,232		)	(27,050		)	(10,829		)	(9,738		)	(17,403		)	(17,312		)	(60		)	544			(17,463		)	(16,768		)
Our share of partially owned entities	107,515			110,300			40,113			42,787			67,402			67,513			(1,945		)	(2,660		)	65,457			64,853
Vornado's share	$	613,951		$	619,687		$	276,179		$	270,651		$	337,772		$	349,036		$	(5,181	)	$	(17,948	)	$	332,591		$	331,088



	For the Three Months Ended December 31, 2018
	Total Revenues			Operating Expenses			NOI			Non-cash Adjustments⁽¹⁾			NOI - cash basis
New York	$	466,554		$	206,696		$	259,858		$	(4,219	)	$	255,639
Other	76,863			47,624			29,239			1,572			30,811
Consolidated total	543,417			254,320			289,097			(2,647		)	286,450
Noncontrolling interests' share in consolidated subsidiaries	(30,436		)	(10,665		)	(19,771		)	96			(19,675		)
Our share of partially owned entities	98,363			38,158			60,205			(2,981		)	57,224
Vornado's share	$	611,344		$	281,813		$	329,531		$	(5,532	)	$	323,999

____________________________________


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

- vii -



NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO MARCH 31, 2018
(unaudited and in thousands)

	Total			New York				theMART			555 California Street			Other
NOI at share for the three months ended March 31, 2019	$	337,772		$	283,358			$	23,523		$	14,501		$	16,390
Less NOI at share from:
Acquisitions	(227		)	(227		)		—			—			—
Dispositions	2			2				—			—			—
Development properties	(11,710		)	(11,710		)		—			—			—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	1,902			1,902				—			—			—
Other non-same store income, net	(18,779		)	(558		)		(1,831		)	—			(16,390		)
Same store NOI at share for the three months ended March 31, 2019	$	308,960		$	272,767			$	21,692		$	14,501		$	—

NOI at share for the three months ended March 31, 2018	$	349,036		$	288,596			$	26,875		$	13,511		$	20,054
Less NOI at share from:
Acquisitions	(121		)	(121		)		—			—			—
Dispositions	(62		)	(62		)		—			—			—
Development properties	(13,686		)	(13,686		)		—			—			—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(1,127		)	(1,127		)		—			—			—
Other non-same store income, net	(24,805		)	(551		)		(4,200		)	—			(20,054		)
Same store NOI at share for the three months ended March 31, 2018	$	309,235		$	273,049			$	22,675		$	13,511		$	—

(Decrease) increase in same store NOI at share for the three months ended March 31, 2019 compared to March 31, 2018	$	(275	)	$	(282	)		$	(983	)	$	990		$	—

% (decrease) increase in same store NOI at share	(0.1		)%	(0.1		)%	⁽¹⁾	(4.3		)%	7.3		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share increased by 0.5%.

- viii -



NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE TO SAME STORE NOI AT SHARE FOR THE THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO DECEMBER 31, 2018
(unaudited and in thousands)

	Total			New York				theMART				555 California Street			Other
NOI at share for the three months ended March 31, 2019	$	337,772		$	283,358			$	23,523			$	14,501		$	16,390
Less NOI at share from:
Dispositions	2			2				—				—			—
Development properties	(11,710		)	(11,710		)		—				—			—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	1,902			1,902				—				—			—
Other non-same store income, net	(18,780		)	(559		)		(1,831		)		—			(16,390		)
Same store NOI at share for the three months ended March 31, 2019	$	309,186		$	272,993			$	21,692			$	14,501		$	—

NOI at share for the three months ended December 31, 2018	$	329,531		$	295,199			$	10,981			$	14,005		$	9,346
Less NOI at share from:
Dispositions	19			19				—				—			—
Development properties	(12,986		)	(13,000		)		—				14			—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net	(95		)	368				(463		)		—			—
Other non-same store income, net	(10,414		)	(1,068		)		—				—			(9,346		)
Same store NOI at share for the three months ended December 31, 2018	$	306,055		$	281,518			$	10,518			$	14,019		$	—

Increase (decrease) in same store NOI at share for the three months ended March 31, 2019 compared to December 31, 2018	$	3,131		$	(8,525	)		$	11,174			$	482		$	—

% increase (decrease) in same store NOI at share	1.0		%	(3.0		)%	⁽¹⁾	106.2		%	⁽²⁾	3.4		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share increased by 1.2%.


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

- ix -



NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO MARCH 31, 2018
(unaudited and in thousands)

	Total			New York				theMART			555 California Street			Other
NOI at share - cash basis for the three months ended March 31, 2019	$	332,591		$	276,740			$	24,912		$	14,745		$	16,194
Less NOI at share - cash basis from:
Acquisitions	(228		)	(228		)		—			—			—
Dispositions	2			2				—			—			—
Development properties	(14,286		)	(14,286		)		—			—			—
Lease termination income	(429		)	(429		)		—			—			—
Other non-same store income, net	(18,585		)	(560		)		(1,831		)	—			(16,194		)
Same store NOI at share - cash basis for the three months ended March 31, 2019	$	299,065		$	261,239			$	23,081		$	14,745		$	—

NOI at share - cash basis for the three months ended March 31, 2018	$	331,088		$	271,273			$	27,079		$	12,826		$	19,910
Less NOI at share - cash basis from:
Acquisitions	(121		)	(121		)		—			—			—
Dispositions	(65		)	(65		)		—			—			—
Development properties	(14,945		)	(14,945		)		—			—			—
Lease termination income	(1,061		)	(1,061		)		—			—			—
Other non-same store income, net	(24,661		)	(551		)		(4,200		)	—			(19,910		)
Same store NOI at share - cash basis for the three months ended March 31, 2018	$	290,235		$	254,530			$	22,879		$	12,826		$	—

Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to March 31, 2018	$	8,830		$	6,709			$	202		$	1,919		$	—

% increase (decrease) in same store NOI at share - cash basis	3.0		%	2.6		%	⁽¹⁾	0.9		%	15.0		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 3.3%.

- x -



NON-GAAP RECONCILIATIONS
RECONCILIATION OF NOI AT SHARE - CASH BASIS TO SAME STORE NOI AT SHARE - CASH BASIS FOR THE THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO DECEMBER 31, 2018
(unaudited and in thousands)

	Total			New York				theMART				555 California Street			Other
NOI at share - cash basis for the three months ended March 31, 2019	$	332,591		$	276,740			$	24,912			$	14,745		$	16,194
Less NOI at share - cash basis from:
Dispositions	2			2				—				—			—
Development properties	(14,286		)	(14,286		)		—				—			—
Lease termination income	(429		)	(429		)		—				—			—
Other non-same store income, net	(18,585		)	(560		)		(1,831		)		—			(16,194		)
Same store NOI at share - cash basis for the three months ended March 31, 2019	$	299,293		$	261,467			$	23,081			$	14,745		$	—

NOI at share - cash basis for the three months ended December 31, 2018	$	323,999		$	288,933			$	12,758			$	13,784		$	8,524
Less NOI at share - cash basis from:
Dispositions	19			19				—				—			—
Development properties	(15,041		)	(15,055		)		—				14			—
Lease termination income	(563		)	(43		)		(520		)		—			—
Other non-same store income, net	(9,590		)	(1,066		)		—				—			(8,524		)
Same store NOI at share - cash basis for the three months ended December 31, 2018	$	298,824		$	272,788			$	12,238			$	13,798		$	—

Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to December 31, 2018	$	469		$	(11,321	)		$	10,843			$	947		$	—

% increase (decrease) in same store NOI at share - cash basis	0.2		%	(4.2		)%	⁽¹⁾	88.6		%	⁽²⁾	6.9		%	—		%

____________________


(1)	Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.2%.


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

- xi -



NON-GAAP RECONCILIATIONS
RECONCILIATION OF CONSOLIDATED REVENUES TO OUR PRO RATA SHARE OF REVENUES (ANNUALIZED)
(unaudited and in thousands)

	For the Three Months Ended March 31, 2019
Consolidated revenues	$	534,668
Noncontrolling interest adjustments	(28,232		)
Consolidated revenues at our share (non-GAAP)	506,436
Unconsolidated revenues at our share (non-GAAP)	107,515
Our pro rata share of revenues (non-GAAP)	$	613,951
Our pro rata share of revenues (annualized) (non-GAAP)	$	2,455,804



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

	As of March 31, 2019
	Consolidated Debt, net		Deferred Financing Costs, Net and Other		Contractual Debt (non-GAAP)
Mortgages payable	$	6,519,189	$	36,845	$	6,556,034
Senior unsecured notes	845,261		4,739		850,000
$750 Million unsecured term loan	745,076		4,924		750,000
$2.75 Billion unsecured revolving credit facilities	530,000		—		530,000
	$	8,639,526	$	46,508	$	8,686,034

- xii -

EBITDAre (i.e., EBITDA for real estate companies) is a non-GAAP financial measure established by NAREIT, which may not be comparable to EBITDA reported by other REITs that do not compute EBITDA in accordance with the NAREIT definition. The White Paper on EBITDAre approved by the Board of Governors of NAREIT in September 2017 defines EBITDAre as GAAP net income (loss), plus interest expense, plus income tax expense, plus depreciation and amortization, plus (minus) losses and gains on the disposition of depreciated property including losses and gains on change of control, plus impairment write-downs of depreciated property and of investments in unconsolidated joint ventures caused by a decrease in value of depreciated property in the joint venture, plus adjustments to reflect the entity's share of EBITDA of unconsolidated joint ventures. The Company has included EBITDAre because it is a performance measure used by other REITs and therefore may provide useful information to investors in comparing Vornado's performance to that of other REITs.



	For the Three Months Ended
	March 31,						December 31, 2018
	2019			2018			December 31, 2018
Reconciliation of net income to EBITDAre (non-GAAP):
Net income	$	213,044		$	282		$	97,821
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries	(6,820		)	8,274			21,886
Net income attributable to the Operating Partnership	206,224			8,556			119,707
EBITDAre adjustments at share:
Depreciation and amortization	134,986			130,208			129,866
Interest and debt expense	128,068			116,232			106,267
Income tax expense	29,924			2,561			32,797
Net gains on sale of depreciable real estate	—			(305		)	—
Real estate impairment losses	—			—			12,000
EBITDAre at share (non-GAAP)	499,202			257,252			400,637
EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	19,809			4,318			(8,393		)
EBITDAre (non-GAAP)	$	519,011		$	261,570		$	392,244

- xiii -



NON-GAAP RECONCILIATIONS RECONCILIATION OF EBITDAre TO EBITDAre, AS ADJUSTED
(unaudited and in thousands)
	For the Three Months Ended
	March 31,						December 31, 2018
	2019			2018
EBITDAre (non-GAAP)	$	519,011		$	261,570		$	392,244

EBITDAre attributable to noncontrolling interests in consolidated subsidiaries	(19,809		)	(4,318		)	8,393

Certain (income) expense items that impact EBITDAre:
Gain on sale of 220 CPS condominium units	(157,899		)	—			(81,224		)
Net gain from sale of investment in UE	(62,395		)	—			—
Mark-to-market (increase) decrease in Lexington common shares (sold on March 1, 2019)	(16,068		)	32,875			1,662
Mark-to-market decrease in PREIT common shares (accounted for as a marketable security from March 12, 2019)	15,649			—			—
Our share of EBITDAre from real estate fund investments (excluding our $4,252 share of One Park Avenue disputed additional transfer taxes for the three months ended March 31, 2018)	2,904			(814		)	24,366
Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation	—			23,503			—
Previously capitalized internal leasing costs⁽¹⁾	—			(1,348		)	(1,655		)
Purchase price fair value adjustment related to the increase in ownership of the Farley joint venture	—			—			(44,060		)
Other	23			(3,310		)	3,817
Total of certain (income) expense items that impact EBITDAre	(217,786		)	50,906			(97,094		)

EBITDAre, as adjusted (non-GAAP)	$	281,416		$	308,158		$	303,543

____________________________________________________________

(1)

"EBITDAre, as adjusted" for the three months ended March 31, 2018 and December 31, 2018 have been reduced by $1,348 and $1,655, respectively, for previously capitalized internal leasing costs to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.

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