GlobeNewswire Inc | May 3, 2021 04:21PM EDT

May 03, 2021

NEW YORK , May 03, 2021 (GLOBE NEWSWIRE) -- Vornado Realty Trust (NYSE: VNO) reported today:

Quarter Ended March 31, 2021 Financial Results

NET INCOME attributable to common shareholders for the quarter ended March 31, 2021 was $4,083,000, or $0.02 per diluted share, compared to $4,963,000, or $0.03 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table below, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarters ended March 31, 2021 and 2020 was $12,446,000 and $31,947,000, or $0.06 and $0.17 per diluted share, respectively.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended March 31, 2021 was $118,407,000, or $0.62 per diluted share, compared to $130,360,000, or $0.68 per diluted share, for the prior year's quarter.Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended March 31, 2021 and 2020 was $124,359,000 and $146,829,000, or $0.65 and $0.77 per diluted share, respectively.

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

(Amounts in thousands, except per share amounts) For the Three Months Ended March 31, 2021 2020Net income attributable to common shareholders $ 4,083 $ 4,963 Per diluted share $ 0.02 $ 0.03 Certain expense (income) items that impact net income attributable to common shareholders:Hotel Pennsylvania (temporarily closed on April 1, $ 8,990 $ 12,393 2020, permanently closed on April 5, 2021)Our share of (income) loss from real estate fund (260 ) 56,158 investmentsAfter-tax net gain on sale of 220 Central Park ? (59,911 ) South ("220 CPS") condominium unitsCredit losses on loans receivable ? 7,261 Mark-to-market decrease in Pennsylvania Real EstateInvestment Trust ("PREIT") common shares (sold on ? 4,938 January 23, 2020)Other 194 7,896 8,924 28,735 Noncontrolling interests' share of above (561 ) (1,751 ) adjustmentsTotal of certain expense (income) items that impact $ 8,363 $ 26,984 net income attributable to common shareholders Net income attributable to common shareholders, as $ 12,446 $ 31,947 adjusted (non-GAAP)Per diluted share (non-GAAP) $ 0.06 $ 0.17

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, 2021 2020FFO attributable to common shareholders plus $ 118,407 $ 130,360 assumed conversions (non-GAAP)^(1)Per diluted share (non-GAAP) $ 0.62 $ 0.68 Certain expense (income) items that impact FFOattributable to common shareholders plus assumed conversions:Hotel Pennsylvania (temporarily closed on April $ 6,228 $ 9,825 1, 2020, permanently closed on April 5, 2021)Our share of (income) loss from real estate fund (260 ) 56,158 investmentsAfter-tax net gain on sale of 220 CPS condominium ? (59,911 ) unitsCredit losses on loans receivable ? 7,261 Other 383 4,205 6,351 17,538 Noncontrolling interests' share of above (399 ) (1,069 ) adjustmentsTotal of certain expense (income) items thatimpact FFO attributable to common shareholders $ 5,952 $ 16,469 plus assumed conversions, net FFO attributable to common shareholders plus $ 124,359 $ 146,829 assumed conversions, as adjusted (non-GAAP)Per diluted share (non-GAAP) $ 0.65 $ 0.77

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(1) See page 10 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, 2021 and 2020.

COVID-19 Pandemic

Our business has been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread of the virus. Some of the effects on us include the following:

-- With the exception of grocery stores and other "essential" businesses, many of our retail tenants closed their stores in March 2020 and began reopening when New York City entered phase two of its state-mandated reopening plan on June 22, 2020, however, there continue to be limitations on occupancy and other restrictions that affect their ability to resume full operations. -- While our buildings remain open, many of our office tenants are working remotely. -- We temporarily closed the Hotel Pennsylvania on April 1, 2020 and on April 5, 2021, we announced that we permanently closed the hotel. -- We cancelled trade shows at theMART beginning late March of 2020 and expect to resume trade shows in the third quarter of 2021. -- As of April 30, 2021, approximately 70% of the 1,293 Building Maintenance Services LLC ("BMS") employees that had been placed on furlough in 2020 have returned to work.

While we believe our tenants are required to pay rent under their leases and we have commenced legal proceedings against certain tenants that have failed to pay under their leases, in limited circumstances, we have agreed to and may continue to agree to rent deferrals and rent abatements for certain of our tenants.

For the quarter ended March 31, 2021, we collected 96% of rent due from our tenants, comprised of 97% from our office tenants and 90% from our retail tenants.

Based on our assessment of the probability of rent collection of our lease receivables, we have written off $1,001,000 of receivables arising from the straight-lining of rents for the three months ended March 31, 2021. In addition, we have written off $2,910,000 of tenant receivables deemed uncollectible for the three months ended March 31, 2021. These write-offs resulted in a reduction of lease revenues and our share of income from partially owned entities. Prospectively, revenue recognition for lease receivables deemed uncollectible will be based on actual amounts received.

In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue to occur, the impact of the COVID-19 pandemic on our financial condition and operating results remains highly uncertain but that impact has been and may continue to be material. The impact on us includes lower rental income and potentially lower occupancy levels at our properties which will result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders. We have experienced a decrease in cash flow from operations due to the COVID-19 pandemic, including reduced collections of rents billed to certain of our tenants, the closure of Hotel Pennsylvania, the cancellation of trade shows at theMART, and lower revenues from BMS and signage. The value of our real estate assets may decline, which may result in non-cash impairment charges in future periods and that impact could be material.

FFO, as Adjusted Bridge - Q1 2021 vs. Q1 2020

The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended March 31, 2020 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended March 31, 2021:

(Amounts in millions, except per share amounts) FFO, as Adjusted Amount Per ShareFFO attributable to common shareholders plusassumed conversions, as adjusted (non-GAAP) for $ 146.8 $ 0.77 the three months ended March 31, 2020 (Decrease) increase in FFO, as adjusted due to: Variable businesses: Signage (5.9 ) Garages (2.1 ) Trade shows (0.7 ) BMS 0.2 (8.5 ) Tenant related items (inclusive of $4.8 decreasefrom JCPenney, $2.4 decrease from New York and (21.1 ) Company, Inc. and $6.1 lease termination incomein 2020)General and administrative (primarily due to theoverhead reduction program previously announced 8.3 in December 2020)PENN District out of service for redevelopment (5.8 ) Interest expense decrease (partially offset by 3.3 lower capitalized interest) and other, net (23.8 ) Noncontrolling interests' share of above items 1.4 Net decrease (22.4 ) (0.12 ) FFO attributable to common shareholders plusassumed conversions, as adjusted (non-GAAP) for $ 124.4 $ 0.65 the three months ended March 31, 2021

See page 10 for reconciliations 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, 2021 and 2020. 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 2 of this press release.

Financings

One Park Avenue

On February 26, 2021, a joint venture in which we have a 55.0% interest completed a $525,000,000 refinancing of One Park Avenue, a 943,000 square foot Manhattan office building. The interest-only loan bears a rate of LIBOR plus 1.11% (1.21% as of March 31, 2021) and matures in March 2026, as fully extended. We realized net proceeds of $105,000,000. The loan replaces the previous $300,000,000 loan that bore interest at LIBOR plus 1.75% and was scheduled to mature in March 2021.

PENN 11

On March 7, 2021, we entered into an interest rate swap agreement for our $500,000,000 PENN 11 mortgage loan, to swap the interest rate on the mortgage loan from LIBOR plus 2.75% (2.85% as of March 31, 2021) to a fixed rate of 3.03% through March 2024.

909 Third Avenue

On March 26, 2021, we completed a $350,000,000 refinancing of 909 Third Avenue, a 1.4million square foot Manhattan office building. The interest-only loan bears a fixed rate of 3.23% and matures in April 2031. The loan replaces the previous $350,000,000 loan that bore interest at a fixed rate of 3.91% and was scheduled to mature in May 2021.

Unsecured Revolving Credit Facility

On April 15, 2021, we extended our $1.25billion unsecured revolving credit facility from January 2023 (as fully extended) to April 2026 (as fully extended). The interest rate on the extended facility was lowered to LIBOR plus 0.90% from LIBOR plus 1.00%. The facility fee remains at 20 basis points. Our $1.50billion unsecured revolving credit facility matures in March 2024 (as fully extended) and also has an interest rate of LIBOR plus 0.90% and a facility fee of 20 basis points.

Leasing Activity:

-- 208,000 square feet of New York Office space (147,000 square feet at share) at an initial rent of $79.35 per square foot and a weighted average lease term of 15.5 years. The changes in the GAAP and cash mark-to-market rent on the 54,000 square feet of second generation space were positive 3.8% and 0.1%, respectively. Tenant improvements and leasing commissions were $10.45 per square foot per annum, or 13.2% of initial rent. -- 46,000 square feet of New York Retail space (36,000 square feet at share) at an initial rent of $253.39 per square foot and a weighted average lease term of 9.1 years.The changes in the GAAP and cash mark-to-market rent on the 12,000 square feet of second generation space were positive 32.2% and 9.4%, respectively. Tenant improvements and leasing commissions were $15.71 per square foot per annum, or 6.2% of initial rent. -- 85,000 square feet at theMART (all at share) at an initial rent of $52.76 per square foot and a weighted average lease term of 3.2 years.The changes in the GAAP and cash mark-to-market rent on the 83,000 square feet of second generation space were negative 4.3% and 2.6%, respectively. Tenant improvements and leasing commissions were $2.82 per square foot per annum, or 5.3% 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.

555 California Total New York theMART Street

Same store NOI at share % (decrease) increase^(1): Three months ended March 31, 2021 compared to (8.4 ) % (8.9 ) % (12.5 ) % 4.7 % March 31, 2020 Three months ended March 31, 2021 compared to 0.7 % (0.4 ) % 5.9 % 9.7 % December 31, 2020Same store NOI at share -cash basis % (decrease) increase^(1): Three months ended March 31, 2021 compared to (7.4 ) % (6.9 ) % (19.9 ) % 3.4 % March 31, 2020 Three months ended March 31, 2021 compared to 1.9 % 1.9 % (1.3 ) % 6.1 % December 31, 2020

____________________(1)See pages 12 through 15 for same store NOI at share and same store NOI at share - cash basis reconciliations.

NOI At Share and NOI At Share - Cash Basis:

The elements of our New York and Other NOI at share and NOI at share - cash basis for the three months ended March 31, 2021 and 2020 and the three months ended December 31, 2020 are summarized below.

(Amounts in thousands) For the Three Months Ended March 31, December 31, 2021 2020 2020NOI at share: New York: Office^(^1^)^(2) $ 166,635 $ 183,205 $ 167,865 Retail 36,702 52,018 38,146 Residential 4,456 6,200 4,083 Alexander's 10,489 10,492 10,259 Hotel Pennsylvania^(^3^) (7,144 ) (9,356 ) (7,809 ) Total New York 211,138 242,559 212,544 Other: theMART^(^4^) 18,107 21,113 17,091 555 California Street 16,064 15,231 14,638 Other investments 4,799 2,010 4,220 Total Other 38,970 38,354 35,949 NOI at share $ 250,108 $ 280,913 $ 248,493

_______________________See notes below.

(Amounts in thousands) For the Three Months Ended March 31, December 31, 2021 2020 2020NOI at share - cash basis:New York: Office^(1) $ 167,096 $ 187,035 $ 166,925 Retail 34,876 49,041 34,256 Residential 4,011 5,859 3,828 Alexander's 11,349 11,094 11,163 Hotel Pennsylvania^(^3^) (7,167 ) (9,364 ) (7,223 ) Total New York 210,165 243,665 208,949 Other: theMART^(^4^) 17,840 22,705 18,075 555 California Street 15,855 15,435 14,947 Other investments 5,050 2,184 4,521 Total Other 38,745 40,324 37,543 NOI at share - cash basis $ 248,910 $ 283,989 $ 246,492

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Includes the impact of write-offs of tenant receivables deemed(1) uncollectible of $2,364 and $650, respectively, for the three months ended March 31, 2021 and December 31, 2020. Includes the impact of non-cash write-offs of receivables arising from the(2) straight-lining of rents of $820 and $585, respectively, for the three months ended March 31, 2021 and December 31, 2020.(3) We temporarily closed the Hotel Pennsylvania on April 1, 2020 and on April 5, 2021, we announced that we permanently closed the hotel.(4) We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic.

PENN District - Active Development/Redevelopment Summary as of March 31, 2021

(Amounts in thousandsof dollars, except square feet) Active PENN Property Remainder ProjectedDistrict Segment Rentable Budget^(1) Amount to be Stabilization IncrementalProjects Sq. Ft. Expended Expended Year Cash YieldFarley (95% New 844,000 1,120,000 ^(2 834,360 ^(2 285,640 2022 6.4% interest) York ) )PENN 2 - as New 1,795,000 750,000 96,964 653,036 2025 9.0% expanded^(3) YorkPENN 1(including New ^LIRR York 2,546,000 450,000 206,563 243,437 N/A 12.2% (4)Concourse (5)Retail)^(4)Districtwide New N/A 100,000 26,533 73,467 N/A N/A Improvements YorkTotal ActivePENN 2,420,000 1,164,420 1,255,580 8.0% DistrictProjects

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(1) Excluding debt and equity carry.(2) Net of 154,000 of historic tax credit investor contributions, of which 88,000 has been funded to date (at our 95% share).(3) PENN 2 estimated impact on cash basis NOI and FFO of square feet taken out of service:

2021 2022Square feet out of service at end of year 1,190,000 1,210,000 Year-over-year reduction in Cash Basis NOI^(i) (19,000 ) ? Year-over-year reduction in FFO^(ii) (7,000 ) ? ________________________________ (i)After capitalization of real estate taxes and operating expenses on space out of service.(ii)Net of capitalized interest on space out of service under redevelopment.

Property is ground leased through 2098, as fully extended. Fair market(4) value resets occur in 2023, 2048 and 2073. The 12.2% projected return is before the ground rent reset in 2023, which may be material.(5) Achieved as existing leases roll; average remaining lease term 4.9 years.

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

Conference Call and Audio Webcast

As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, May 4, 2021 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 50145196. A live webcast of the conference call will be available on Vornados website at www.vno.comin the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.

Contact

Thomas J. Sanelli(212) 894-7000

Supplemental Financial Information

Further details regarding results of operations, properties and tenants can be accessed at the Companys 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, 2020. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors. Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration of the pandemic, which are highly uncertain at this time but that impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020.

VORNADO REALTY TRUSTCONSOLIDATED BALANCE SHEETS

(Amounts in thousands) As of Increase March 31, 2021 December 31, (Decrease) 2020ASSETS Real estate, at cost: Land $ 2,420,054 $ 2,420,054 $ ? Buildings and improvements 7,953,933 7,933,030 20,903 Development costs and 1,701,401 1,604,637 96,764 construction in progressLeasehold improvements and 132,597 130,222 2,375 equipmentTotal 12,207,985 12,087,943 120,042 Less accumulateddepreciation and (3,220,993 ) (3,169,446 ) (51,547 ) amortizationReal estate, net 8,986,992 8,918,497 68,495 Right-of-use assets 365,929 367,365 (1,436 ) Cash and cash equivalents 1,636,093 1,624,482 11,611 Restricted cash 119,517 105,887 13,630 Tenant and other 74,590 77,658 (3,068 ) receivablesInvestments in partially 3,363,657 3,491,107 (127,450 ) owned entitiesReal estate fund 3,739 3,739 ? investments220 Central Park Southcondominium units ready for 130,954 128,215 2,739 saleReceivable arising from the 668,799 674,075 (5,276 ) straight-lining of rentsDeferred leasing costs, net 375,138 372,919 2,219 Identified intangible 22,390 23,856 (1,466 ) assets, netOther assets 397,339 434,022 (36,683 ) Total assets $ 16,145,137 $ 16,221,822 $ (76,685 ) LIABILITIES, REDEEMABLENONCONTROLLING INTERESTS AND EQUITYLiabilities: Mortgages payable, net $ 5,573,626 $ 5,580,549 $ (6,923 ) Senior unsecured notes, net 446,888 446,685 203 Unsecured term loan, net 797,024 796,762 262 Unsecured revolving credit 575,000 575,000 ? facilitiesLease liabilities 400,974 401,008 (34 ) Accounts payable and 432,035 427,202 4,833 accrued expensesDeferred revenue 36,925 40,110 (3,185 ) Deferred compensation plan 107,889 105,564 2,325 Other liabilities 286,961 294,520 (7,559 ) Total liabilities 8,657,322 8,667,400 (10,078 ) Redeemable noncontrolling 734,630 606,267 128,363 interestsShareholders' equity 6,337,907 6,533,198 (195,291 ) Noncontrolling interests in 415,278 414,957 321 consolidated subsidiariesTotal liabilities,redeemable noncontrolling $ 16,145,137 $ 16,221,822 $ (76,685 ) interests and equity

VORNADO REALTY TRUSTOPERATING RESULTS

(Amounts in thousands, except per share For the Three Months Endedamounts) March 31, 2021 2020Revenues $ 379,977 $ 444,532 Net income (loss) $ 26,993 $ (104,503 ) Less net (income) loss attributable to noncontrolling interests in:Consolidated subsidiaries (6,114 ) 122,387 Operating Partnership (329 ) (390 ) Net income attributable to Vornado 20,550 17,494 Preferred share dividends (16,467 ) (12,531 ) Net income attributable to common $ 4,083 $ 4,963 shareholders Income per common share - basic: Net income per common share $ 0.02 $ 0.03 Weighted average shares outstanding 191,418 191,038 Income per common share - diluted: Net income per common share $ 0.02 $ 0.03 Weighted average shares outstanding 192,031 191,113 FFO attributable to common shareholders $ 118,407 $ 130,360 plus assumed conversions (non-GAAP)Per diluted share (non-GAAP) $ 0.62 $ 0.68 FFO attributable to common shareholdersplus assumed conversions, as adjusted $ 124,359 $ 146,829 (non-GAAP)Per diluted share (non-GAAP) $ 0.65 $ 0.77 Weighted average shares used in determiningFFO attributable to common shareholders 192,057 191,143 plus assumed conversions per diluted share

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 they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO attributable to common shareholders plus assumed conversions, we also disclose FFO attributable to common shareholders plus assumed conversions, as adjusted. Although this non-GAAP measure clearly differs from NAREITs definition of FFO, we believe it provides a meaningful presentation of operating performance. Reconciliations of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions are provided on the following page. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 2 of this press release.

VORNADO REALTY TRUSTNON-GAAP RECONCILIATIONS

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

(Amounts in thousands, except per share amounts) For the Three Months Ended March 31, 2021 2020Net income attributable to common shareholders $ 4,083 $ 4,963 Per diluted share $ 0.02 $ 0.03 FFO adjustments: Depreciation and amortization of real property $ 87,719 $ 85,136 Decrease in fair value of marketable securities ? 4,938 Proportionate share of adjustments to equity innet income of partially owned entities to arrive at FFO:Depreciation and amortization of real property 34,858 40,423 (Increase) decrease in fair value of marketable (189 ) 3,691 securities 122,388 134,188 Noncontrolling interests' share of above (8,075 ) (8,804 ) adjustmentsFFO adjustments, net $ 114,313 $ 125,384 FFO attributable to common shareholders 118,396 130,347 Convertible preferred share dividends 11 13 FFO attributable to common shareholders plus $ 118,407 $ 130,360 assumed conversionsPer diluted share $ 0.62 $ 0.68 Reconciliation of weighted average shares outstanding:Weighted average common shares outstanding 191,418 191,038 Effect of dilutive securities: Out-Performance Plan units 608 ? Convertible preferred shares 26 30 AO LTIPs 4 ? Employee stock options and restricted share 1 75 awardsDenominator for FFO per diluted share 192,057 191,143

VORNADO REALTY TRUSTNON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the three months ended March 31, 2021 and 2020 and the three months ended December 31, 2020.

For the Three Months Ended(Amounts in thousands) March 31, December 31, 2021 2020 2020Net income (loss) $ 26,993 $ (104,503 ) $ (208,726 ) Depreciation and amortization 95,354 92,793 107,084 expenseGeneral and administrative 44,186 52,834 61,254 expenseTransaction related costs, 843 71 242,593 impairment losses and otherIncome from partially owned (29,073 ) (19,103 ) (24,567 ) entitiesLoss from real estate fund 169 183,463 999 investmentsInterest and other investment (1,522 ) 5,904 (1,569 ) (income) loss, netInterest and debt expense 50,064 58,842 54,633 Net gains on disposition ofwholly owned and partially ? (68,589 ) (42,458 ) owned assetsIncome tax expense (benefit) 1,984 12,813 (1,801 ) NOI from partially owned 78,756 81,881 76,952 entitiesNOI attributable tononcontrolling interests in (17,646 ) (15,493 ) (15,901 ) consolidated subsidiariesNOI at share 250,108 280,913 248,493 Non-cash adjustments forstraight-line rents,amortization of acquired (1,198 ) 3,076 (2,001 ) below-market leases, net andotherNOI at share - cash basis $ 248,910 $ 283,989 $ 246,492

NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. NOI at share - cash basis includes rent that has been deferred as a result of the COVID-19 pandemic.

VORNADO REALTY TRUSTNON-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, 2021 compared to March 31, 2020.

(Amounts in 555thousands) Total New York theMART California Other StreetNOI at sharefor thethree months $ 250,108 $ 211,138 $ 18,107 $ 16,064 $ 4,799 ended March31, 2021Less NOI at share from:Development (6,287 ) (6,287 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 7,144 7,144 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-same (5,090 ) (291 ) ? ? (4,799 ) storeincome, netSame storeNOI at sharefor the $ 245,875 $ 211,704 $ 18,107 $ 16,064 $ ? three monthsended March31, 2021 NOI at sharefor thethree months $ 280,913 $ 242,559 $ 21,113 $ 15,231 $ 2,010 ended March31, 2020Less NOI at share from:Development (13,171 ) (13,171 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 9,356 9,356 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-samestore (8,741 ) (6,424 ) (422 ) 115 (2,010 ) (income)expense, netSame storeNOI at sharefor the $ 268,357 $ 232,320 $ 20,691 $ 15,346 $ ? three monthsended March31, 2020 (Decrease)increase in $ (22,482 ) $ (20,616 ) $ (2,584 ) $ 718 $ ? same storeNOI at share % (decrease)increase in (8.4 ) % (8.9 ) % (12.5 ) % 4.7 % ? %same storeNOI at share

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

VORNADO REALTY TRUSTNON-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, 2021 compared to March 31, 2020.

(Amounts in 555thousands) Total New York theMART California Other StreetNOI at share- cash basisfor the $ 248,910 $ 210,165 $ 17,840 $ 15,855 $ 5,050 three monthsended March31, 2021Less NOI atshare - cash basis from:Development (7,268 ) (7,268 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 7,167 7,167 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-same (5,622 ) (572 ) ? ? (5,050 ) storeincome, netSame storeNOI at share- cash basisfor the $ 243,187 $ 209,492 $ 17,840 $ 15,855 $ ? three monthsended March31, 2021 NOI at share- cash basisfor the $ 283,989 $ 243,665 $ 22,705 $ 15,435 $ 2,184 three monthsended March31, 2020Less NOI atshare - cash basis from:Development (17,168 ) (17,168 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 9,364 9,364 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-same (13,557 ) (10,848 ) (422 ) (103 ) (2,184 ) storeincome, netSame storeNOI at share- cash basisfor the $ 262,628 $ 225,013 $ 22,283 $ 15,332 $ ? three monthsended March31, 2020 (Decrease)increase insame store $ (19,441 ) $ (15,521 ) $ (4,443 ) $ 523 $ ? NOI at share- cash basis % (decrease)increase insame store (7.4 ) % (6.9 ) % (19.9 ) % 3.4 % ? %NOI at share- cash basis

VORNADO REALTY TRUSTNON-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, 2021 compared to December 31, 2020.

(Amounts in 555thousands) Total New York theMART California Other StreetNOI at sharefor thethree months $ 250,108 $ 211,138 $ 18,107 $ 16,064 $ 4,799 ended March31, 2021Less NOI at share from:Development (6,287 ) (6,287 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 7,144 7,144 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-samestore (4,648 ) 151 ? ? (4,799 ) (income)expense, netSame storeNOI at sharefor the $ 246,317 $ 212,146 $ 18,107 $ 16,064 $ ? three monthsended March31, 2021 NOI at sharefor thethree months $ 248,493 $ 212,544 $ 17,091 $ 14,638 $ 4,220 endedDecember 31,2020Less NOI at share from:Development (5,412 ) (5,412 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 7,809 7,809 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-same (6,186 ) (1,966 ) ? ? (4,220 ) storeincome, netSame storeNOI at sharefor thethree months $ 244,704 $ 212,975 $ 17,091 $ 14,638 $ ? endedDecember 31,2020 Increase(decrease)in same $ 1,613 $ (829 ) $ 1,016 $ 1,426 $ ? store NOI atshare % increase(decrease)in same 0.7 % (0.4 ) % 5.9 % 9.7 % ? %store NOI atshare

VORNADO REALTY TRUSTNON-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, 2021 compared to December 31, 2020.

(Amounts in 555thousands) Total New York theMART California Other StreetNOI at share- cash basisfor the $ 248,910 $ 210,165 $ 17,840 $ 15,855 $ 5,050 three monthsended March31, 2021Less NOI atshare - cash basis from:Development (7,268 ) (7,268 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 7,167 7,167 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-same (5,181 ) (131 ) ? ? (5,050 ) storeincome, netSame storeNOI at share- cash basisfor the $ 243,628 $ 209,933 $ 17,840 $ 15,855 $ ? three monthsended March31, 2021 NOI at share- cash basisfor thethree months $ 246,492 $ 208,949 $ 18,075 $ 14,947 $ 4,521 endedDecember 31,2020Less NOI atshare - cash basis from:Development (7,589 ) (7,589 ) ? ? ? propertiesHotelPennsylvania(temporarilyclosed onApril 1, 7,223 7,223 ? ? ? 2020,permanentlyclosed onApril 5,2021)Othernon-same (7,136 ) (2,615 ) ? ? (4,521 ) storeincome, netSame storeNOI at share- cash basisfor the $ 238,990 $ 205,968 $ 18,075 $ 14,947 $ ? three monthsendedDecember 31,2020 Increase(decrease)in same $ 4,638 $ 3,965 $ (235 ) $ 908 $ ? store NOI atshare - cashbasis % increase(decrease)in same 1.9 % 1.9 % (1.3 ) % 6.1 % ? %store NOI atshare - cashbasis