VORNADO REALTY TRUST

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10-Q 1 vno3q201610q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended:

September 30, 2016

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

For the transition period from:

Commission File Number:

001-11954

VORNADO REALTY TRUST

(Exact name of registrant as specified in its charter)

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

888 Seventh Avenue, New York, New York		10019
(Address of principal executive offices)		(Zip Code)

(212) 894-7000

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☑ No ☐

As of September 30, 2016, 188,994,234 of the registrant’s common shares of beneficial interest are outstanding.


PART I.		Financial Information:	Page Number

	Item 1.	Financial Statements:

		Consolidated Balance Sheets (Unaudited) as of
		September 30, 2016 and December 31, 2015	3

		Consolidated Statements of Income (Unaudited) for the
		Three and Nine Months Ended September 30, 2016 and 2015	4

		Consolidated Statements of Comprehensive Income (Unaudited)
		for the Three and Nine Months Ended September 30, 2016 and 2015	5

		Consolidated Statements of Changes in Equity (Unaudited) for the
		Nine Months Ended September 30, 2016 and 2015	6

		Consolidated Statements of Cash Flows (Unaudited) for the
		Nine Months Ended September 30, 2016 and 2015	8

		Notes to Consolidated Financial Statements (Unaudited)	10

		Report of Independent Registered Public Accounting Firm	35

	Item 2.	Management's Discussion and Analysis of Financial Condition
		and Results of Operations	36

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	77

	Item 4.	Controls and Procedures	77


PART II.		Other Information:

	Item 1.	Legal Proceedings	78

	Item 1A.	Risk Factors	78

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78

	Item 3.	Defaults Upon Senior Securities	78

	Item 4.	Mine Safety Disclosures	78

	Item 5.	Other Information	78

	Item 6.	Exhibits	78

SIGNATURES			79

EXHIBIT INDEX			80

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(Amounts in thousands, except unit, share, and per share amounts)			September 30, 2016		December 31, 2015
ASSETS
Real estate, at cost:
	Land		$	4,129,497	$	4,164,799
	Buildings and improvements			12,654,086		12,582,671
	Development costs and construction in progress			1,369,953		1,226,637
	Leasehold improvements and equipment			114,026		116,030
		Total		18,267,562		18,090,137
	Less accumulated depreciation and amortization			(3,430,832)		(3,418,267)
Real estate, net				14,836,730		14,671,870
Cash and cash equivalents				1,352,697		1,835,707
Restricted cash				111,941		107,799
Marketable securities				198,165		150,997
Tenant and other receivables, net of allowance for doubtful accounts of $11,171 and $11,908				94,057		98,062
Investments in partially owned entities				1,497,925		1,550,422
Real estate fund investments				519,386		574,761
Receivable arising from the straight-lining of rents, net of allowance of $2,414 and $2,751				1,027,319		931,245
Deferred leasing costs, net of accumulated amortization of $234,330 and $218,239				462,179		480,421
Identified intangible assets, net of accumulated amortization of $201,164 and $187,360				201,450		227,901
Assets related to discontinued operations				5,546		37,020
Other assets				551,974		477,088
			$	20,859,369	$	21,143,293

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net			$	9,867,550	$	9,513,713
Senior unsecured notes, net				845,223		844,159
Unsecured revolving credit facilities				115,630		550,000
Unsecured term loan, net				371,835		183,138
Accounts payable and accrued expenses				461,234		443,955
Deferred revenue				301,017		346,119
Deferred compensation plan				118,359		117,475
Liabilities related to discontinued operations				3,284		12,470
Other liabilities				457,928		426,965
	Total liabilities			12,542,060		12,437,994
Commitments and contingencies				-		-
Redeemable noncontrolling interests:
	Class A units - 12,280,354 and 12,242,820 units outstanding			1,242,895		1,223,793
	Series D cumulative redeemable preferred units - 177,101 units outstanding			5,428		5,428
		Total redeemable noncontrolling interests		1,248,323		1,229,221
Vornado shareholders' equity:
	Preferred shares of beneficial interest: no par value per share; authorized 110,000,000
		shares; issued and outstanding 42,826,629 and 52,676,629 shares		1,038,111		1,276,954
	Common shares of beneficial interest: $.04 par value per share; authorized
		250,000,000 shares; issued and outstanding 188,994,234 and 188,576,853 shares		7,537		7,521
	Additional capital			7,139,220		7,132,979
	Earnings less than distributions			(1,951,411)		(1,766,780)
	Accumulated other comprehensive income			82,374		46,921
		Total Vornado shareholders' equity		6,315,831		6,697,595
Noncontrolling interests in consolidated subsidiaries				753,155		778,483
	Total equity			7,068,986		7,476,078
			$	20,859,369	$	21,143,293

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per share amounts)		For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
REVENUES:
	Property rentals	$	523,998	$	526,337	$	1,570,668	$	1,541,454
	Tenant expense reimbursements		71,425		67,098		191,841		196,234
	Fee and other income		37,774		34,161		105,433		112,998
Total revenues			633,197		627,596		1,867,942		1,850,686
EXPENSES:
	Operating		260,826		256,561		762,313		753,744
	Depreciation and amortization		138,968		141,920		423,238		402,999
	General and administrative		40,442		36,157		134,710		133,838
	Impairment loss and acquisition and transaction related costs		3,808		1,518		171,994		7,560
Total expenses			444,044		436,156		1,492,255		1,298,141
Operating income			189,153		191,440		375,687		552,545
Income (loss) from partially owned entities			4,127		(325)		529		(8,709)
Income from real estate fund investments			1,077		1,665		28,750		52,122
Interest and other investment income, net			6,508		3,160		20,262		19,618
Interest and debt expense			(98,365)		(95,344)		(304,430)		(279,110)
Net gain on disposition of wholly owned
	and partially owned assets		-		103,037		160,225		104,897
Income before income taxes			102,500		203,633		281,023		441,363
Income tax (expense) benefit			(4,865)		(2,856)		(9,805)		84,245
Income from continuing operations			97,635		200,777		271,218		525,608
Income from discontinued operations			2,969		34,463		6,160		50,278
Net income			100,604		235,240		277,378		575,886
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(3,658)		(3,302)		(26,361)		(38,370)
	Operating Partnership		(4,366)		(12,704)		(11,410)		(28,189)
Net income attributable to Vornado			92,580		219,234		239,607		509,327
Preferred share dividends			(19,047)		(20,364)		(59,774)		(60,213)
Preferred share issuance costs (Series J redemption)			(7,408)		-		(7,408)		-
NET INCOME attributable to common shareholders		$	66,125	$	198,870	$	172,425	$	449,114


INCOME PER COMMON SHARE - BASIC:
	Income from continuing operations, net	$	0.34	$	0.88	$	0.88	$	2.13
	Income from discontinued operations, net		0.01		0.17		0.03		0.25
	Net income per common share	$	0.35	$	1.05	$	0.91	$	2.38
	Weighted average shares outstanding		188,901		188,504		188,778		188,291

INCOME PER COMMON SHARE - DILUTED:
	Income from continuing operations, net	$	0.33	$	0.88	$	0.88	$	2.12
	Income from discontinued operations, net		0.02		0.17		0.03		0.25
	Net income per common share	$	0.35	$	1.05	$	0.91	$	2.37
	Weighted average shares outstanding		190,048		189,581		190,086		189,789

DIVIDENDS PER COMMON SHARE		$	0.63	$	0.63	$	1.89	$	1.89


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)


(Amounts in thousands)			For the Three Months Ended				For the Nine Months Ended
			September 30,				September 30,
			2016		2015		2016		2015
Net income			$	100,604	$	235,240	$	277,378	$	575,886
Other comprehensive income (loss):
	Increase (reduction) in unrealized net gain on
		available-for-sale securities		3,685		(7,064)		42,798		(53,396)
	Pro rata share of other comprehensive loss of
		nonconsolidated subsidiaries		(915)		(114)		(1,537)		(1,148)
	Increase (reduction) in value of interest rate swaps and other			7,689		(289)		(3,482)		1,788
Comprehensive income				111,063		227,773		315,157		523,130
Less comprehensive income attributable to noncontrolling interests				(8,665)		(15,559)		(40,097)		(63,477)
Comprehensive income attributable to Vornado			$	102,398	$	212,214	$	275,060	$	459,653


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)


(Amounts in thousands)																	Non-
															Accumulated		controlling
													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income		Subsidiaries		Equity
Balance, December 31, 2015				52,677	$	1,276,954		188,577	$	7,521	$	7,132,979	$	(1,766,780)	$	46,921	$	778,483	$	7,476,078
Net income attributable to Vornado				-		-		-		-		-		239,607		-		-		239,607
Net income attributable to
	noncontrolling interests in
	consolidated subsidiaries			-		-		-		-		-		-		-		26,361		26,361
Dividends on common shares				-		-		-		-		-		(356,863)		-		-		(356,863)
Dividends on preferred shares				-		-		-		-		-		(59,774)		-		-		(59,774)
Redemption of Series J
	preferred shares			(9,850)		(238,842)		-		-		-		(7,408)		-		-		(246,250)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		293		12		28,114		-		-		-		28,126
	Under employees' share
		option plan		-		-		106		4		5,936		-		-		-		5,940
	Under dividend reinvestment plan			-		-		12		-		1,080		-		-		-		1,080
Contributions:
	Other			-		-		-		-		-		-		-		19,699		19,699
Distributions:
	Real estate fund investments			-		-		-		-		-		-		-		(59,843)		(59,843)
	Other			-		-		-		-		-		-		-		(11,631)		(11,631)
Deferred compensation shares
	and options			-		-		7		1		1,370		(186)		-		-		1,185
Increase in unrealized net gain on
	available-for-sale securities			-		-		-		-		-		-		42,798		-		42,798
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(1,537)		-		(1,537)
Reduction in value of interest
	rate swaps			-		-		-		-		-		-		(3,482)		-		(3,482)
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		(30,260)		-		-		-		(30,260)
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		(2,326)		-		(2,326)
Other				-		(1)		(1)		(1)		1		(7)		-		86		78
Balance, September 30, 2016				42,827	$	1,038,111		188,994	$	7,537	$	7,139,220	$	(1,951,411)	$	82,374	$	753,155	$	7,068,986


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)


(Amounts in thousands)																	Non-
															Accumulated		controlling
													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income		Subsidiaries		Equity
Balance, December 31, 2014				52,679	$	1,277,026		187,887	$	7,493	$	6,873,025	$	(1,505,385)	$	93,267	$	743,956	$	7,489,382
Net income attributable to Vornado				-		-		-		-		-		509,327		-		-		509,327
Net income attributable to
	noncontrolling interests in
	consolidated subsidiaries			-		-		-		-		-		-		-		38,370		38,370
Distribution of Urban Edge
	Properties			-		-		-		-		-		(464,262)		-		(341)		(464,603)
Dividends on common shares				-		-		-		-		-		(355,945)		-		-		(355,945)
Dividends on preferred shares				-		-		-		-		-		(60,213)		-		-		(60,213)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		437		17		46,676		-		-		-		46,693
	Under employees' share
		option plan		-		-		198		8		14,197		(2,579)		-		-		11,626
	Under dividend reinvestment plan			-		-		11		-		1,068		-		-		-		1,068
Contributions:
	Real estate fund investments			-		-		-		-		-		-		-		51,725		51,725
Distributions:
	Real estate fund investments			-		-		-		-		-		-		-		(70,875)		(70,875)
	Other			-		-		-		-		-		-		-		(397)		(397)
Conversion of Series A preferred
	shares to common shares			(1)		(41)		2		-		41		-		-		-		-
Deferred compensation shares
	and options			-		-		6		1		2,046		(359)		-		-		1,688
Reduction in unrealized net gain
	on available-for-sale securities			-		-		-		-		-		-		(53,396)		-		(53,396)
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(1,148)		-		(1,148)
Increase in value of interest
	rate swap			-		-		-		-		-		-		1,783		-		1,783
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		295,713		-		-		-		295,713
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		3,082		-		3,082
Other				-		-		-		-		-		700		5		(84)		621
Balance, September 30, 2015				52,678	$	1,276,985		188,541	$	7,519	$	7,232,766	$	(1,878,716)	$	43,593	$	762,354	$	7,444,501


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)			For the Nine Months Ended September 30,
			2016		2015
Cash Flows from Operating Activities:
Net income			$	277,378	$	575,886
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization (including amortization of deferred financing costs)			446,040		420,494
	Real estate impairment losses			161,165		256
	Net gain on disposition of wholly owned and partially owned assets			(160,225)		(104,897)
	Straight-lining of rental income			(118,798)		(108,529)
	Return of capital from real estate fund investments			71,888		91,036
	Distributions of income from partially owned entities			58,692		51,650
	Amortization of below-market leases, net			(41,676)		(45,918)
	Other non-cash adjustments			33,971		35,190
	Net realized and unrealized gains on real estate fund investments			(16,513)		(38,781)
	Net gains on sale of real estate and other			(5,074)		(65,396)
	Equity in net (income) loss of partially owned entities			(529)		7,961
	Reversal of allowance for deferred tax assets			-		(90,030)
	Changes in operating assets and liabilities:
		Real estate fund investments		-		(95,010)
		Tenant and other receivables, net		(578)		1,892
		Prepaid assets		(71,068)		(77,899)
		Other assets		(50,938)		(92,413)
		Accounts payable and accrued expenses		6,530		(5,799)
		Other liabilities		(16,018)		(16,168)
Net cash provided by operating activities				574,247		443,525

Cash Flows from Investing Activities:
	Development costs and construction in progress			(426,641)		(339,586)
	Additions to real estate			(261,971)		(207,845)
	Proceeds from sales of real estate and related investments			138,034		375,850
	Investments in partially owned entities			(112,797)		(144,890)
	Distributions of capital from partially owned entities			100,997		31,822
	Acquisitions of real estate and other			(46,801)		(388,565)
	Net deconsolidation of 7 West 34th Street			(42,000)		-
	Restricted cash			(24,796)		201,895
	Investments in loans receivable and other			(11,700)		(25,845)
	Purchases of marketable securities			(4,379)		-
	Proceeds from sales and repayments of mortgage and mezzanine loans receivable and other			33		16,781
Net cash used in investing activities				(692,021)		(480,383)

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)

(Amounts in thousands)				For the Nine Months Ended September 30,
				2016		2015
Cash Flows from Financing Activities:
	Proceeds from borrowings			$	2,000,604	$	2,876,460
	Repayments of borrowings				(1,591,554)		(2,539,677)
	Dividends paid on common shares				(356,863)		(355,945)
	Redemption of preferred shares				(246,250)		-
	Distributions to noncontrolling interests				(95,055)		(93,738)
	Dividends paid on preferred shares				(64,006)		(60,213)
	Debt issuance and other costs				(30,846)		(37,467)
	Contributions from noncontrolling interests				11,900		51,725
	Proceeds received from exercise of employee share options				7,020		15,273
	Repurchase of shares related to stock compensation agreements and related
		tax withholdings and other			(186)		(4,900)
	Cash included in the spin-off of Urban Edge Properties				-		(225,000)
Net cash used in financing activities					(365,236)		(373,482)
Net decrease in cash and cash equivalents					(483,010)		(410,340)
Cash and cash equivalents at beginning of period					1,835,707		1,198,477
Cash and cash equivalents at end of period				$	1,352,697	$	788,137


Supplemental Disclosure of Cash Flow Information:
	Cash payments for interest, excluding capitalized interest of $21,297 and $40,924			$	275,979	$	256,254
	Cash payments for income taxes			$	7,602	$	7,640


Non-Cash Investing and Financing Activities:
	Write-off of fully depreciated assets			$	(283,496)	$	(127,788)
	Accrued capital expenditures included in accounts payable and accrued expenses				129,704		95,535
	Change in unrealized net gain on securities available-for-sale				42,798		(53,396)
	Adjustments to carry redeemable Class A units at redemption value				(30,260)		295,713
	Decrease in assets and liabilities resulting from the deconsolidation of investments
		that were previously consolidated
			Real estate, net		(122,047)		-
			Mortgages payable, net		(290,418)		-
	Non-cash distribution of Urban Edge Properties:
			Assets		-		1,722,263
			Liabilities		-		(1,482,660)
			Equity		-		(239,603)
	Transfer of interest in real estate to Pennsylvania Real Estate Investment Trust				-		(145,313)
	Class A units in connection with acquisition				-		80,000
	Financing assumed in acquisitions				-		62,000
	Like-kind exchange of real estate:
			Acquisitions		46,698		80,269
			Dispositions		(29,639)		(213,621)


See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 93.7% of the common limited partnership interest in, the Operating Partnership at September 30, 2016. All references to “we,” “us,” “our,” the “Company” and “Vornado” refer to Vornado Realty Trust and its consolidated subsidiaries, including the Operating Partnership.

2. Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and its consolidated subsidiaries, including the Operating Partnership. All inter-company amounts have been eliminated. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“ SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015, as filed with the SEC.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results for the full year.

3. Recently Issued Accounting Literature

In May 2014, the Financial Accounting Standards Board (“ FASB”) issued an update ("ASU 2014-09") establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. In August 2015, the FASB issued an update (“ASU 2015-14”) to ASC 606, Deferral of the Effective Date , which defers the adoption of ASU 2014-09 to interim and annual reporting periods in fiscal years that begin after December 15, 2017. In March 2016, the FASB issued an update (“ASU 2016-08”) to ASC 606, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard pursuant to ASU 2014-09. In April 2016, the FASB issued an update (“ASU 2016-10”) to ASC 606, Identifying Performance Obligations and Licensing , which clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in ASU 2014-09. In May 2016, the FASB issued an update (“ASU 2016-12”) to ASC 606, Narrow-Scope Improvements and Practical Expedients , which amends certain aspects of the new revenue recognition standard pursuant to ASU 2014-09. We are currently evaluating the impact of the adoption of these ASUs on our consolidated financial statements.

In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASU 2014-12 requires an entity to treat performance targets that can be met after the requisite service period of a share based award has ended, as a performance condition that affects vesting. ASU 2014-12 is effective for interim and annual reporting periods in fiscal years that began after December 15, 2015. The adoption of this update as of January 1, 2016, did not have any impact on our consolidated financial statements.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

3. Recently Issued Accounting Literature - continued

In February 2015, the FASB issued an update (“ASU 2015-02”) Amendments to the Consolidation Analysis to ASC Topic 810, Consolidation . ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provide a scope exception for certain entities. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this update on January 1, 2016 resulted in the identification of additional VIEs, but did not have an impact on our consolidated financial statements other than additional disclosures (see Note 14 - Variable Interest Entities ) .

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASC Topic 825, Financial Instruments . ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income. ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We are currently evaluating the impact of the adoption of ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued (“ASU 2016-02”) Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued an update (“ASU 2016-09”) Improvements to Employee Share-Based Payment Accounting to ASC 718. ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We are currently evaluating the impact of the adoption of ASU 2016-09 on our consolidated financial statements.

In August 2016, the FASB issued an update (“ASU 2016-15”) Classification of Certain Cash Receipts and Cash Payments to ASC Topic 230, Statement of Cash Flows . ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The adoption of this update is not expected to have a significant impact on our consolidated financial statements.

4. Acquisitions

On May 20, 2016, we contributed $19,650,000 for a 50.0% equity interest in a joint venture that will develop 606 Broadway, a 33,000 square foot office and retail building, located on Houston Street in Manhattan. The development cost of this project is estimated to be approximately $104,000,000. At closing, the joint venture obtained a $65,000,000 construction loan, of which approximately $22,500,000 was outstanding at September 30, 2016. The loan, which bears interest at LIBOR plus 3.00% (3.52% at September 30, 2016), matures in May 2019 with two one-year extension options. Because this joint venture is a VIE and we determined we are the primary beneficiary, we consolidate the accounts of this joint venture from the date of our investment.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

5. Real Estate Fund Investments

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

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

At September 30, 2016, we had six real estate fund investments with an aggregate fair value of $519,386,000, or $210,451,000 in excess of cost, and had remaining unfunded commitments of $117,907,000, of which our share was $34,422,000. Below is a summary of income from the Fund and the Co-Investment for the three and nine months ended September 30, 2016 and 2015.

(Amounts in thousands)		For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Net investment income		$	5,841	$	5,116	$	12,237	$	13,716
Net unrealized (losses) gains on held investments			(4,764)		(2,544)		16,091		37,001
Net realized (losses) gains on exited investments			-		(907)		14,676		24,684
Previously recorded unrealized gain on exited investment			-		-		(14,254)		(23,279)
Income from real estate fund investments			1,077		1,665		28,750		52,122
Less income attributable to noncontrolling interests			(270)		(42)		(15,088)		(29,453)
Income from real estate fund investments
	attributable to Vornado ⁽¹⁾	$	807	$	1,623	$	13,662	$	22,669


(1)	Excludes management, leasing and development fees of $804 and $678 for the three months ended September 30, 2016 and 2015, respectively, and $2,499 and $2,015 for the nine months ended September 30, 2016 and 2015, respectively, which are included as a component of "fee and other income" in our consolidated statements of income.

6. Marketable Securities

Below is a summary of our marketable securities portfolio as of September 30, 2016 and December 31, 2015 .

(Amounts in thousands)		As of September 30, 2016						As of December 31, 2015
				GAAP		Unrealized				GAAP		Unrealized
		Fair Value		Cost		Gain		Fair Value		Cost		Gain
Equity securities:
	Lexington Realty Trust	$	190,230	$	72,549	$	117,681	$	147,752	$	72,549	$	75,203
	Other		7,935		4,379		3,556		3,245		-		3,245
		$	198,165	$	76,928	$	121,237	$	150,997	$	72,549	$	78,448

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

7. Investments in Partially Owned Entities

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

As of September 30, 2016, we own 1,654,068 Alexander’s common shares, representing a 32.4% interest in Alexander’s. We account for our investment in Alexander’s under the equity method. We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.

As of September 30, 2016, the market value (“fair value” pursuant to ASC Topic 820, Fair Value Measurements (“ASC 820”)) of our investment in Alexander’s, based on Alexander’s September 30, 2016 closing share price of $419.60, was $694,047,000, or $563,562,000 in excess of the carrying amount on our consolidated balance sheet. As of September 30, 2016, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $39,778,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.

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

As of September 30, 2016, we own 5,717,184 UE operating partnership units, representing a 5.4% ownership interest in UE. We account for our investment in UE under the equity method and record our share of UE’s net income or loss on a one-quarter lag basis. During 2015, we provided transition services to UE, primarily for information technology, human resources, tax and financial planning. In 2016, we continue to provide UE information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, and (ii) our affiliate, Alexander’s, Rego Park retail assets. As of September 30, 2016, the fair value of our investment in UE, based on UE’s September 30, 2016 closing share price of $28.14, was $160,882,000, or $135,065,000 in excess of the carrying amount on our consolidated balance sheet.

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

As of September 30, 2016, we own 6,250,000 PREIT operating partnership units, representing an 8.0% interest in PREIT. We account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag basis. As of September 30, 2016, the fair value of our investment in PREIT, based on PREIT’s September 30, 2016 closing share price of $23.03, was $143,938,000, or $19,638,000 in excess of the carrying amount on our consolidated balance sheet. As of September 30, 2016, the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately $66,596,000. The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received over our share of the book value of PREIT’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of PREIT’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in PREIT’s net loss. The basis difference related to the land will be recognized upon disposition of our investment.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

7. Investments in Partially Owned Entities – continued

One Park Avenue

On March 7, 2016, the joint venture, in which we have a 55% ownership interest, completed a $300,000,000 refinancing of One Park Avenue, a 947,000 square foot Manhattan office building. The loan matures in March 2021 and is interest only at LIBOR plus 1.75% (2.28% at September 30, 2016). The property was previously encumbered by a 4.995%, $250,000,000 mortgage which matured in March 2016.

Mezzanine Loan – New York

On March 17, 2016, we entered into a joint venture, in which we own a 33.3% interest, which owns a $146,004,000 mezzanine loan. The interest rate is LIBOR plus 8.875% (9.38% at September 30, 2016) and the debt matures in November 2016, with two three-month extension options. At September 30, 2016, the joint venture has a $3,996,000 remaining commitment, of which our share is $1,332,000. The joint venture’s investment is subordinate to $350,000,000 of third party debt. We account for our investment in the joint venture under the equity method.

The Warner Building

On May 6, 2016, the joint venture, in which we have a 55% ownership interest, completed a $273,000,000 refinancing of The Warner Building, a 621,000 square foot Washington, DC office building. The loan matures in June 2023, has a fixed rate of 3.65%, is interest only for the first two years and amortizes based on a 30-year schedule beginning in year three. The property was previously encumbered by a 6.26%, $293,000,000 mortgage which matured in May 2016.

280 Park Avenue

On May 11, 2016, the joint venture, in which we have a 50% ownership interest, completed a $900,000,000 refinancing of 280 Park Avenue, a 1,250,000 square foot Manhattan office building. The three-year loan with four one-year extensions is interest only at LIBOR plus 2.00% (2.51% at September 30, 2016). The property was previously encumbered by a 6.35%, $721,000,000 mortgage which was scheduled to mature in June 2016.

7 West 34th Street

On May 16, 2016, we completed a $300,000,000 recourse financing of 7 West 34th Street, a 477,000 square foot Manhattan office building leased to Amazon. The ten-year loan is interest only at a fixed rate of 3.65% and matures in June 2026. Subsequently, on May 27, 2016, we sold a 47% ownership interest in this property and retained the remaining 53% interest. This transaction was based on a property value of approximately $561,000,000 or $1,176 per square foot. We received net proceeds of $127,382,000 from the sale and realized a net gain of $203,324,000, of which $159,511,000 was recognized in the second quarter and is included in “net gain on disposition of wholly owned and partially owned assets” in our consolidated statements of income. The remaining net gain of $43,813,000 has been deferred until our guarantee of payment of loan principal and interest is removed or the loan is repaid. We realized a net tax gain of $90,017,000. We continue to manage and lease the property. We share control over major decisions with our joint venture partner. Accordingly, this property is accounted for under the equity method from the date of sale.

50-70 West 93rd Street

On August 3, 2016, the joint venture, in which we have 49.9% ownership interest, completed an $80,000,000 refinancing of 50-70 West 93rd Street, a 326 unit Manhattan residential complex. The three-year loan with two one-year extensions is interest only at LIBOR plus 1.70% (2.22% at September 30, 2016). The property was previously encumbered by a $44,980,000 first mortgage at LIBOR plus 1.90% and an $18,481,000 second mortgage at LIBOR plus 1.65%, which were scheduled to mature in September 2016.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

7. Investments in Partially Owned Entities – continued

Below are schedules summarizing our investments in, and income (loss) from, partially owned entities.

(Amounts in thousands)		Percentage
		Ownership at		Balance as of
		September 30, 2016		September 30, 2016		December 31, 2015
Investments:
	Partially owned office buildings ⁽¹⁾		Various	$	811,062	$	909,782
	Alexander’s		32.4%		130,485		133,568
	PREIT		8.0%		124,300		133,375
	India real estate ventures		4.1%-36.5%		44,671		48,310
	UE		5.4%		25,817		25,351
	Other investments ⁽²⁾		Various		361,590		300,036
				$	1,497,925	$	1,550,422

	7 West 34th Street ⁽³⁾		53.0%	$	(41,439)	$	-


(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West 22nd Street and others.
(2)	Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. (which has a carrying amount of zero) and others.
(3)	Our negative basis results from a $43,813 deferred gain from the sale of a 47.0% ownership interest in the property and is included in "other liabilities" on our consolidated balance sheet.

(Amounts in thousands)				Percentage		For the Three Months Ended				For the Nine Months Ended
				Ownership at		September 30,				September 30,
				September 30, 2016		2016		2015		2016		2015
Our Share of Net Income (Loss):
		Alexander's (see page 13 for details):
			Equity in net income		32.4%	$	6,891	$	5,716	$	20,640	$	16,757
			Management, leasing and development fees				1,894		1,828		5,307		5,801
							8,785		7,544		25,947		22,558
		UE (see page 13 for details):
			Equity in net earnings		5.4%		1,949		934		3,896		1,338
			Management fees				209		466		627		1,550
							2,158		1,400		4,523		2,888

		Partially owned office buildings ⁽¹⁾			Various		(9,157)		(2,039)		(35,868)		(14,573)

		India real estate ventures			4.1%-36.5%		(917)		(1,704)		(3,537)		(18,380)	⁽²⁾

		PREIT (see page 13 for details):			8.0%		52		(3,481)		(4,763)		(3,845)

		Other investments ⁽³⁾			Various		3,206		(2,045)		14,227		2,643

						$	4,127	$	(325)	$	529	$	(8,709)


(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street and others. We recognized our share of a write-off of a below market lease liability related to a tenant vacating at 650 Madison of $7,364 and $12,751 for the three and nine months ended September 30, 2015, respectively.
(2)	Includes $14,806 for our share of non-cash impairment losses.
(3)	Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. and others.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

8. Dispositions

Discontinued Operations

The tables below set forth the assets and liabilities related to discontinued operations at September 30, 2016 and December 31, 2015 and their combined results of operations and cash flows for the three and nine months ended September 30, 2016 and 2015 .

(Amounts in thousands)	Balance as of
	September 30, 2016		December 31, 2015
Assets related to discontinued operations:
Real estate, net	$	2,642	$	29,561
Other assets		2,904		7,459
	$	5,546	$	37,020

Liabilities related to discontinued operations:
Other liabilities	$	3,284	$	12,470

(Amounts in thousands)	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Income from discontinued operations:
Total revenues	$	676	$	2,589	$	2,805	$	24,868
Total expenses		106		1,279		1,254		16,672
		570		1,310		1,551		8,196
Net gains on sale of real estate and a lease position		2,864		33,153		5,074		65,396
Impairment losses		(465)		-		(465)		(256)
UE spin-off transaction related costs		-		-		-		(22,972)
Pretax income from discontinued operations		2,969		34,463		6,160		50,364
Income tax expense		-		-		-		(86)
Income from discontinued operations	$	2,969	$	34,463	$	6,160	$	50,278

(Amounts in thousands)					For the Nine Months Ended
					September 30,
					2016		2015
Cash flows related to discontinued operations:
Cash flows from operating activities					$	850	$	(34,490)
Cash flows from investing activities						2,785		348,697

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

9. Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily acquired below-market leases) as of September 30, 2016 and December 31, 2015.

(Amounts in thousands)	Balance as of
	September 30, 2016		December 31, 2015
Identified intangible assets:
Gross amount	$	402,614	$	415,261
Accumulated amortization		(201,164)		(187,360)
Net	$	201,450	$	227,901
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	587,157	$	643,488
Accumulated amortization		(310,685)		(325,340)
Net	$	276,472	$	318,148

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $ 11,868,000 and $ 19,786,000 for the three months ended September 30, 2016 and 2015, respectively, and $ 41,676,000 and $ 45,614,000 for the nine months ended September 30, 2016 and 2015, respectively. Estimated annual amortization of acquired below - market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2017 is as follows:

(Amounts in thousands)
2017	$	45,591
2018		44,331
2019		32,168
2020		23,342
2021		18,159

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $ 6,918,000 and $ 12,908,000 for the three months ended September 30, 2016 and 2015, respectively, and $ 22,777,000 and $ 24,402,000 for the nine months ended September 30, 2016 and 2015, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2017 is as follows:

(Amounts in thousands)
2017	$	24,502
2018		20,251
2019		15,912
2020		12,441
2021		11,209

We are a tenant under ground leases for certain properties. Amortization of these acquired below-market leases, net of above-market leases, resulted in an increase to rent expense of $ 458,000 and $ 458,000 for the three months ended September 30, 2016 and 2015, respectively, and $ 1,374,000 and $ 1,374,000 for the nine months ended September 30, 2016 and 2015. Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2017 is as follows:

(Amounts in thousands)
2017	$	1,832
2018		1,832
2019		1,832
2020		1,832
2021		1,832

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

10. Debt

The following is a summary of our debt :

(Amounts in thousands)			Interest Rate at		Balance at
			September 30, 2016		September 30, 2016		December 31, 2015
Mortgages Payable:
	Fixed rate			3.90%	$	6,685,606	$	6,356,634
	Variable rate			2.34%		3,282,893		3,258,204
		Total		3.39%		9,968,499		9,614,838
	Deferred financing costs, net and other					(100,949)		(101,125)
		Total, net			$	9,867,550	$	9,513,713

Unsecured Debt:
	Senior unsecured notes			3.68%	$	850,000	$	850,000
	Deferred financing costs, net and other					(4,777)		(5,841)
		Senior unsecured notes, net				845,223		844,159

	Unsecured term loan			1.67%		375,000		187,500
	Deferred financing costs, net and other					(3,165)		(4,362)
		Unsecured term loan, net				371,835		183,138

	Unsecured revolving credit facilities			1.57%		115,630		550,000

		Total, net			$	1,332,688	$	1,577,297

On February 8, 2016, we completed a $700,000,000 refinancing of 770 Broadway, a 1,158,000 square foot Manhattan office building. The five-year loan is interest only at LIBOR plus 1.75%, (2.28% at September 30, 2016) which was swapped for four and a half years to a fixed rate of 2.56%. The Company realized net proceeds of approximately $330,000,000. The property was previously encumbered by a 5.65%, $353,000,000 mortgage which was scheduled to mature in March 2016.

On September 6, 2016, we completed a $675,000,000 refinancing of theMART, a 3,644,000 square foot commercial building in Chicago. The five-year loan is interest only and has a fixed rate of 2.70%. The Company realized net proceeds of approximately $124,000,000. The property was previously encumbered by a 5.57%, $550,000,000 mortgage which was scheduled to mature in December 2016.

Skyline Properti es

On March 15, 2016, we notified the servicer of the $678,000,000 non-recourse mortgage loan on the Skyline properties in Virginia that cash flow will be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan has been transferred to the special servicer. Consequently, based on our shortened estimated holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700,000 non-cash impairment loss in the first quarter of 2016. The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%. In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to the loan agreement, the loan is in default, causing the loan to be immediately due and payable, and is subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. For the three and nine months ended September 30, 2016, we accrued $2,632,000 and $5,343,000 of default interest expense, respectively. We continue to negotiate with the special servicer. There can be no assurance as to the timing or ultimate resolution of this matter.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

11. Redeemable Noncontrolling Interests

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

(Amounts in thousands)
Balance at December 31, 2014	$	1,337,780
Net income		28,189
Other comprehensive loss		(3,082)
Distributions		(22,502)
Redemption of Class A units for common shares, at redemption value		(46,693)
Adjustments to carry redeemable Class A units at redemption value		(295,713)
Issuance of Class A units		80,000
Issuance of Series D-17 preferred units		4,428
Other, net		31,478
Balance at September 30, 2015	$	1,113,885

Balance at December 31, 2015	$	1,229,221
Net income		11,410
Other comprehensive income		2,326
Distributions		(23,582)
Redemption of Class A units for common shares, at redemption value		(28,126)
Adjustments to carry redeemable Class A units at redemption value		30,260
Other, net		26,814
Balance at September 30, 2016	$	1,248,323

As of September 30, 2016 and December 31, 2015, the aggregate redemption value of redeemable Class A units was $ 1,242,895,000 and $ 1,223,793,000 , respectively.

Redeemable noncontrolling interests exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities and Equity , because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $50,561,000 as of September 30, 2016 and December 31, 2015. Changes in the value from period to period, if any, are charged to “interest and debt expense” in our consolidated statements of income.

12. Shareholders’ Equity

On September 1, 2016, we redeemed all of the outstanding 6.875% Series J cumulative redeemable preferred shares at their redemption price of $25.00 per share, or $246,250,000 in the aggregate, plus accrued and unpaid dividends through the date of redemption. In connection therewith, we expensed $7,408,000 of issuance costs, which reduced net income attributable to common shareholders in the three months ended September 30, 2016. These costs had been initially recorded as a reduction of shareholders’ equity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

13. Accumulated Other Comprehensive Income (“AOCI”)

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

(Amounts in thousands)				Securities		Pro rata share of		Interest
				available-		nonconsolidated		rate
		Total		for-sale		subsidiaries' OCI		swaps		Other
For the Three Months Ended September 30, 2016
Balance as of June 30, 2016		$	72,556	$	117,561	$	(9,941)	$	(30,538)	$	(4,526)
	OCI before reclassifications		9,818		3,685		(915)		7,688		(640)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			9,818		3,685		(915)		7,688		(640)
Balance as of September 30, 2016		$	82,374	$	121,246	$	(10,856)	$	(22,850)	$	(5,166)

For the Three Months Ended September 30, 2015
Balance as of June 30, 2015		$	50,613	$	87,442	$	(10,026)	$	(23,730)	$	(3,073)
	OCI before reclassifications		(7,020)		(7,064)		(114)		(290)		448
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			(7,020)		(7,064)		(114)		(290)		448
Balance as of September 30, 2015		$	43,593	$	80,378	$	(10,140)	$	(24,020)	$	(2,625)

For the Nine Months Ended September 30, 2016
Balance as of December 31, 2015		$	46,921	$	78,448	$	(9,319)	$	(19,368)	$	(2,840)
	OCI before reclassifications		35,453		42,798		(1,537)		(3,482)		(2,326)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			35,453		42,798		(1,537)		(3,482)		(2,326)
Balance as of September 30, 2016		$	82,374	$	121,246	$	(10,856)	$	(22,850)	$	(5,166)

For the Nine Months Ended September 30, 2015
Balance as of December 31, 2014		$	93,267	$	133,774	$	(8,992)	$	(25,803)	$	(5,712)
	OCI before reclassifications		(49,674)		(53,396)		(1,148)		1,783		3,087
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			(49,674)		(53,396)		(1,148)		1,783		3,087
Balance as of September 30, 2015		$	43,593	$	80,378	$	(10,140)	$	(24,020)	$	(2,625)

14. Variable Interest Entities

At September 30, 2016 and December 31, 2015, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 7 – Investments in Partially Owned Entities ). As of September 30, 2016 and December 31, 2015, the net carrying amounts of our investment in these entities were $402,592,000 and $379,939,000, respectively, and our maximum exposure to loss in these entities, is limited to our investments.

We adopted ASU 2015-02 on January 1, 2016 which resulted in the identification of several VIEs which, prior to the adoption of ASU 2015-02, were consolidated under the voting interest model. Our most significant consolidated VIEs are our Operating Partnership, real estate fund investments, and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.

We conduct our business through, and all of our assets and liabilities are held by, our Operating Partnership which is a VIE.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

15. Fair Value Measurements

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

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

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheet), (iv) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units), and (v) interest rate swaps. The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of September 30, 2016 and December 31, 2015, respectively.

(Amounts in thousands)		As of September 30, 2016
		Total		Level 1		Level 2		Level 3
Marketable securities		$	198,165	$	198,165	$	-	$	-
Real estate fund investments			519,386		-		-		519,386
Deferred compensation plan assets (included in other assets)			118,359		61,444		-		56,915
Interest rate swap (included in other assets)			3,064		-		3,064		-
	Total assets	$	838,974	$	259,609	$	3,064	$	576,301

Mandatorily redeemable instruments (included in other liabilities)		$	50,561	$	50,561	$	-	$	-
Interest rate swaps (included in other liabilities)			23,646		-		23,646		-
	Total liabilities	$	74,207	$	50,561	$	23,646	$	-

(Amounts in thousands)		As of December 31, 2015
		Total		Level 1		Level 2		Level 3
Marketable securities		$	150,997	$	150,997	$	-	$	-
Real estate fund investments			574,761		-		-		574,761
Deferred compensation plan assets (included in other assets)			117,475		58,289		-		59,186
	Total assets	$	843,233	$	209,286	$	-	$	633,947

Mandatorily redeemable instruments (included in other liabilities)		$	50,561	$	50,561	$	-	$	-
Interest rate swaps (included in other liabilities)			19,600		-		19,600		-
	Total liabilities	$	70,161	$	50,561	$	19,600	$	-

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

15. Fair Value Measurements – continued

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

Real Estate Fund Investments

At September 30, 2016, we had six real estate fund investments with an aggregate fair value of $519,386,000, or $210,451,000 in excess of cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 1.0 to 4.3 years. Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs.

The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, and current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments at September 30, 2016 and December 31, 2015.

			Weighted Average
	Range		(based on fair value of investments)
Unobservable Quantitative Input	September 30, 2016	December 31, 2015	September 30, 2016	December 31, 2015
Discount rates	12.0% to 14.9%	12.0% to 14.9%	13.7%	13.6%
Terminal capitalization rates	4.7% to 5.8%	4.8% to 6.1%	5.4%	5.5%

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

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the three and nine months ended September 30, 2016 and 2015.

(Amounts in thousands)	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
		2016		2015	2016		2015
Beginning balance	$	524,150	$	565,976	$	574,761	$	513,973
Purchases		-		11		-		95,011
Dispositions / distributions		-		(8,029)		(71,888)		(91,450)
Net unrealized (losses) gains		(4,764)		(2,544)		16,091		37,001
Net realized (losses) gains		-		(907)		422		1,405
Other, net		-		907		-		(526)
Ending balance	$	519,386	$	555,414	$	519,386	$	555,414

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

15. Fair Value Measurements – continued

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

Deferred Compensation Plan Assets

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

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the three and nine months ended September 30, 2016 and 2015.

(Amounts in thousands)	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
		2016		2015	2016		2015
Beginning balance	$	60,140	$	67,668	$	59,186	$	63,315
Purchases		1,251		2,153		3,523		8,384
Sales		(3,737)		(171)		(5,888)		(5,264)
Realized and unrealized (losses) gains		(1,055)		(1,466)		(743)		1,256
Other, net		316		24		837		517
Ending balance	$	56,915	$	68,208	$	56,915	$	68,208

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

15. Fair Value Measurements – continued

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured and unsecured debt is classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of September 30, 2016 and December 31, 2015.

(Amounts in thousands)		As of September 30, 2016					As of December 31, 2015
		Carrying			Fair		Carrying			Fair
		Amount			Value		Amount			Value
Cash equivalents		$	1,003,149		$	1,003,000	$	1,295,980		$	1,296,000
Debt:
	Mortgages payable	$	9,968,499		$	9,371,000	$	9,614,838		$	9,306,000
	Senior unsecured notes		850,000			896,000		850,000			868,000
	Unsecured term loan		375,000			375,000		187,500			188,000
	Unsecured revolving credit facilities		115,630			116,000		550,000			550,000
	Total	$	11,309,129	⁽¹⁾	$	10,758,000	$	11,202,338	⁽¹⁾	$	10,912,000


(1)	Excludes $108,891 and $111,328 of deferred financing costs, net and other as of September 30, 2016 and December 31, 2015, respectively.

16. Incentive Compensation

Our 2010 Omnibus Share Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted shares, restricted Operating Partnership units and Out-Performance Plan awards to certain of our employees and officers. We account for all equity-based compensation in accordance with ASC 718. Equity-based compensation expense was $ 6,117,000 and $ 6,501,000 for the three months ended September 30, 2016 and 2015, respectively, and $ 27,903,000 and $ 33,328,000 for the nine months ended September 30, 2016 and 2015, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

17. Fee and Other Income

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

(Amounts in thousands)	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
BMS cleaning fees	$	20,820	$	18,563	$	57,760	$	62,937
Management and leasing fees		6,644		4,045		16,047		12,511
Lease termination fees		2,118		1,517		7,722		8,157
Other income		8,192		10,036		23,904		29,393
	$	37,774	$	34,161	$	105,433	$	112,998

Management and leasing fees include management fees from Interstate Properties, a related party, of $ 128,000 and $ 132,000 for the three months ended September 30, 2016 and 2015, and $ 390,000 and $ 403,000 for the nine months ended September 30, 2016 and 2015, respectively. The above table excludes fee income from partially owned entities, which is included in “income (loss) from partially owned entities” (see Note 7 – Investments in Partially Owned Entities ).

18. Interest and Other Investment Income, Net

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

(Amounts in thousands)		For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Dividends on marketable securities		$	3,354	$	3,215	$	9,799	$	9,620
Interest on loans receivable			754		1,154		2,250		5,113
Mark-to-market income (loss) of investments in our
	deferred compensation plan ⁽¹⁾		204		(2,577)		2,625		(327)
Other, net			2,196		1,368		5,588		5,212
		$	6,508	$	3,160	$	20,262	$	19,618


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

19. Interest and Debt Expense

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

(Amounts in thousands)		For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,
		2016		2015		2016		2015
Interest expense		$	98,210	$	113,485	$	302,940	$	305,110
Amortization of deferred financing costs			8,539		7,864		26,312		22,817
Capitalized interest and debt expense			(8,384)		(11,005)		(24,822)		(33,817)
Capitalized standby loan commitment termination fee
	(220 Central Park South development project)		-		(15,000)		-		(15,000)
		$	98,365	$	95,344	$	304,430	$	279,110

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Income Per Share

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

(Amounts in thousands, except per share amounts)			For the Three Months Ended				For the Nine Months Ended
			September 30,				September 30,
			2016		2015		2016		2015
Numerator:
	Income from continuing operations, net of income
		attributable to noncontrolling interests	$	89,793	$	186,833	$	233,826	$	462,040
	Income from discontinued operations, net of income
		attributable to noncontrolling interests		2,787		32,401		5,781		47,287
	Net income attributable to Vornado			92,580		219,234		239,607		509,327
	Preferred share dividends			(19,047)		(20,364)		(59,774)		(60,213)
	Preferred share issuance costs (Series J redemption)			(7,408)		-		(7,408)		-
	Net income attributable to common shareholders			66,125		198,870		172,425		449,114
	Earnings allocated to unvested participating securities			(13)		(18)		(43)		(56)
	Numerator for basic income per share			66,112		198,852		172,382		449,058
	Impact of assumed conversions:
		Convertible preferred share dividends		-		23		-		69
		Earnings allocated to Out-Performance Plan units		-		-		96		628
	Numerator for diluted income per share		$	66,112	$	198,875	$	172,478	$	449,755

Denominator:
	Denominator for basic income per share – weighted average shares			188,901		188,504		188,778		188,291
	Effect of dilutive securities ⁽¹⁾ :
		Employee stock options and restricted share awards		1,147		1,032		1,067		1,187
		Convertible preferred shares		-		45		-		46
		Out-Performance Plan units		-		-		241		265
	Denominator for diluted income per share – weighted average
		shares and assumed conversions		190,048		189,581		190,086		189,789

INCOME PER COMMON SHARE – BASIC:
	Income from continuing operations, net		$	0.34	$	0.88	$	0.88	$	2.13
	Income from discontinued operations, net			0.01		0.17		0.03		0.25
	Net income per common share		$	0.35	$	1.05	$	0.91	$	2.38

INCOME PER COMMON SHARE – DILUTED:
	Income from continuing operations, net		$	0.33	$	0.88	$	0.88	$	2.12
	Income from discontinued operations, net			0.02		0.17		0.03		0.25
	Net income per common share		$	0.35	$	1.05	$	0.91	$	2.37


(1)	The effect of dilutive securities for the three months ended September 30, 2016 and 2015 excludes an aggregate of 12,315 and 11,871 weighted average common share equivalents, respectively, and 12,072 and 11,341 weighted average common share equivalents for the nine months ended September 30, 2016 and 2015, respectively, as their effect was anti-dilutive.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

21. Commitments and Contingencies

Insurance

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

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $2,400,000 per occurrence and 16% of the balance of a covered loss and the Federal government is responsible for the remaining 84% of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

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

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

Other Commitments and Contingencies

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

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

Generally, our mortgage loans are non-recourse to us. However, in certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of September 30, 2016, the aggregate dollar amount of these guarantees and master leases is approximately $811,000,000.

At September 30, 2016, $38,882,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

As of September 30, 2016, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $66,000,000.

As of September 30, 2016, we have construction commitments aggregating approximately $687,000,000.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22. Segment Information

Below is a summary of net income and a reconciliation of net income to EBITDA ⁽¹⁾ by segment for the three and nine months ended September 30, 2016 and 2015.

(Amounts in thousands)		For the Three Months Ended September 30, 2016
			Total		New York			Washington, DC			Other
Total revenues			$	633,197	$	432,869		$	134,446		$	65,882
Total expenses				444,044		280,689			90,756			72,599
Operating income (loss)				189,153		152,180			43,690			(6,717)
Income (loss) from partially owned entities				4,127		(579)			(452)			5,158
Income from real estate fund investments				1,077		-			-			1,077
Interest and other investment income, net				6,508		1,355			49			5,104
Interest and debt expense				(98,365)		(51,212)			(18,644)			(28,509)
Income (loss) before income taxes				102,500		101,744			24,643			(23,887)
Income tax expense				(4,865)		(2,356)			(302)			(2,207)
Income (loss) from continuing operations				97,635		99,388			24,341			(26,094)
Income from discontinued operations				2,969		-			-			2,969
Net income (loss)				100,604		99,388			24,341			(23,125)
Less net income attributable to noncontrolling interests				(8,024)		(2,985)			-			(5,039)
Net income (loss) attributable to Vornado				92,580		96,403			24,341			(28,164)
Net income attributable to noncontrolling interests in the
	Operating Partnership			4,366		-			-			4,366
Interest and debt expense ⁽²⁾				122,979		66,314			20,991			35,674
Depreciation and amortization ⁽²⁾				172,980		111,731			37,123			24,126
Income tax expense ⁽²⁾				5,102		2,445			310			2,347
EBITDA ⁽¹⁾			$	398,007	$	276,893	⁽³⁾	$	82,765	⁽⁴⁾	$	38,349	⁽⁵⁾

See notes on pages 31 and 32.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22. Segment Information – continued

(Amounts in thousands)		For the Three Months Ended September 30, 2015
			Total		New York			Washington, DC			Other
Total revenues			$	627,596	$	429,433		$	132,704		$	65,459
Total expenses				436,156		263,805			102,114			70,237
Operating income (loss)				191,440		165,628			30,590			(4,778)
(Loss) income from partially owned entities				(325)		4,010			(1,909)			(2,426)
Income from real estate fund investments				1,665		-			-			1,665
Interest and other investment income, net				3,160		1,888			34			1,238
Interest and debt expense				(95,344)		(50,480)			(16,580)			(28,284)
Net gain on disposition of wholly owned and partially
	owned assets			103,037		-			102,404			633
Income (loss) before income taxes				203,633		121,046			114,539			(31,952)
Income tax expense				(2,856)		(1,147)			(287)			(1,422)
Income (loss) from continuing operations				200,777		119,899			114,252			(33,374)
Income from discontinued operations				34,463		-			-			34,463
Net income				235,240		119,899			114,252			1,089
Less net income attributable to noncontrolling interests				(16,006)		(2,582)			-			(13,424)
Net income (loss) attributable to Vornado				219,234		117,317			114,252			(12,335)
Net income attributable to noncontrolling interests in the
	Operating Partnership			12,704		-			-			12,704
Interest and debt expense ⁽²⁾				118,977		64,653			20,010			34,314
Depreciation and amortization ⁽²⁾				174,209		99,206			48,132			26,871
Income tax expense ⁽²⁾				3,043		1,214			294			1,535
EBITDA ⁽¹⁾			$	528,167	$	282,390	⁽³⁾	$	182,688	⁽⁴⁾	$	63,089	⁽⁵⁾

See notes on pages 31 and 32.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22. Segment Information – continued

(Amounts in thousands)		For the Nine Months Ended September 30, 2016
			Total		New York			Washington, DC			Other
Total revenues			$	1,867,942	$	1,269,464		$	389,926		$	208,552
Total expenses				1,492,255		818,419			436,427			237,409
Operating income (loss)				375,687		451,045			(46,501)			(28,857)
Income (loss) from partially owned entities				529		(5,143)			(5,453)			11,125
Income from real estate fund investments				28,750		-			-			28,750
Interest and other investment income, net				20,262		3,684			141			16,437
Interest and debt expense				(304,430)		(162,193)			(54,396)			(87,841)
Net gain on disposition of wholly owned and partially
	owned assets			160,225		159,511			-			714
Income (loss) before income taxes				281,023		446,904			(106,209)			(59,672)
Income tax expense				(9,805)		(4,131)			(884)			(4,790)
Income (loss) from continuing operations				271,218		442,773			(107,093)			(64,462)
Income from discontinued operations				6,160		-			-			6,160
Net income (loss)				277,378		442,773			(107,093)			(58,302)
Less net income attributable to noncontrolling interests				(37,771)		(9,811)			-			(27,960)
Net income (loss) attributable to Vornado				239,607		432,962			(107,093)			(86,262)
Net income attributable to noncontrolling interests in the
	Operating Partnership			11,410		-			-			11,410
Interest and debt expense ⁽²⁾				376,898		208,683			63,038			105,177
Depreciation and amortization ⁽²⁾				521,143		331,448			119,109			70,586
Income tax expense ⁽²⁾				13,067		4,424			2,780			5,863
EBITDA ⁽¹⁾			$	1,162,125	$	977,517	⁽³⁾	$	77,834	⁽⁴⁾	$	106,774	⁽⁵⁾

(Amounts in thousands)		For the Nine Months Ended September 30, 2015
		Total		New York			Washington, DC			Other
Total revenues		$	1,850,686	$	1,243,208		$	401,528		$	205,950
Total expenses			1,298,141		766,863			293,772			237,506
Operating income (loss)			552,545		476,345			107,756			(31,556)
(Loss) income from partially owned entities			(8,709)		1,523			(3,583)			(6,649)
Income from real estate fund investments			52,122		-			-			52,122
Interest and other investment income, net			19,618		5,642			60			13,916
Interest and debt expense			(279,110)		(143,004)			(52,223)			(83,883)
Net gain on disposition of wholly owned and partially
	owned assets		104,897		-			102,404			2,493
Income (loss) before income taxes			441,363		340,506			154,414			(53,557)
Income tax benefit (expense)			84,245		(3,185)			(79)			87,509
Income from continuing operations			525,608		337,321			154,335			33,952
Income from discontinued operations			50,278		-			-			50,278
Net income			575,886		337,321			154,335			84,230
Less net income attributable to noncontrolling interests			(66,559)		(6,640)			-			(59,919)
Net income attributable to Vornado			509,327		330,681			154,335			24,311
Net income attributable to noncontrolling interests in the
	Operating Partnership		28,189		-			-			28,189
Interest and debt expense ⁽²⁾			348,725		184,377			62,413			101,935
Depreciation and amortization ⁽²⁾			493,904		288,897			136,687			68,320
Income tax (benefit) expense ⁽²⁾			(85,349)		3,368			(1,856)			(86,861)
EBITDA ⁽¹⁾		$	1,294,796	$	807,323	⁽³⁾	$	351,579	⁽⁴⁾	$	135,894	⁽⁵⁾


See notes on the following pages.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22. Segment Information – continued

Notes to preceding tabular information:

(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We calculate EBITDA on an Operating Partnership basis which is before allocation to noncontrolling interests in the Operating Partnership. We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.

(2)	Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income (loss) to EBITDA includes our share of these items from partially owned entities.

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

	(Amounts in thousands)			For the Three Months Ended				For the Nine Months Ended
				September 30,				September 30,
				2016		2015		2016		2015
	Office ^(a)			$	159,937	$	161,168	$	475,726	$	480,508
	Retail ^(b)				95,274		97,604		284,212		265,060
	Residential				6,214		5,495		18,901		16,254
	Alexander's				11,506		10,502		34,880		31,150
	Hotel Pennsylvania				3,962		7,621		4,287		14,351
					276,893		282,390		818,006		807,323
	Net gain on sale of 47% ownership interest
		in 7 West 34th Street			-		-		159,511		-
			Total New York	$	276,893	$	282,390	$	977,517	$	807,323


	(a)	The three and nine months ended September 30, 2015 include $5,151 and $16,954, respectively, of EBITDA from sold properties and other. Excluding these items, EBITDA was $156,017 and $463,554, respectively. The nine months ended September 30, 2016 includes $2,935 of EBITDA from a sold property. Excluding this item, EBITDA was $472,791.
	(b)	The three and nine months ended September 30, 2015 include $524 and $1,597, respectively, of EBITDA from a sold property. Excluding this item, EBITDA was $97,080 and $263,463, respectively. The nine months ended September 30, 2016 includes $185 of EBITDA from a sold property. Excluding this item, EBITDA was $284,027.

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

	(Amounts in thousands)			For the Three Months Ended				For the Nine Months Ended
				September 30,				September 30,
				2016		2015		2016		2015
	Office, excluding the Skyline properties ^(a)			$	67,073	$	63,879	$	191,646	$	199,757
	Skyline properties				4,222		5,998		14,177		19,037
	Skyline properties impairment loss				-		-		(160,700)		-
	Net gain on sale of 1750 Pennsylvania Avenue				-		102,404		-		102,404
			Total Office		71,295		172,281		45,123		321,198
	Residential				11,470		10,407		32,711		30,381
			Total Washington, DC	$	82,765	$	182,688	$	77,834	$	351,579


	(a)	The three and nine months ended September 30, 2015 include $1,601 and $5,591, respectively, of EBITDA from a sold property. Excluding this item, EBITDA was $62,278 and $194,166, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22. Segment Information – continued

Notes to preceding tabular information - continued:

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

	(Amounts in thousands)			For the Three Months Ended				For the Nine Months Ended
				September 30,				September 30,
				2016		2015		2016		2015
	Our share of real estate fund investments:
		Income before net realized/unrealized gains and losses		$	2,552	$	2,594	$	6,309	$	6,879
		Net realized/unrealized (losses) gains on investments			(2,118)		(922)		3,333		9,542
		Carried interest			373		(49)		4,020		6,248
	Total				807		1,623		13,662		22,669
	theMART (including trade shows)				21,696		19,044		70,689		62,229
	555 California Street				11,405		13,005		35,137		38,237
	India real estate ventures				836		13		2,585		2,229
	Other investments				19,092		11,009		46,180		31,705
					53,836		44,694		168,253		157,069
	Corporate general and administrative expenses ^(a)(b)				(21,519)		(22,341)		(76,364)		(82,043)
	Investment income and other, net ^(a)				6,871		5,952		19,317		21,275
	Acquisition and transaction related costs				(3,808)		(1,518)		(11,319)		(7,560)
	UE and residual retail properties discontinued operations ^(c)				2,969		2,516		6,173		26,313
	Net gain on sale of Monmouth Mall				-		33,153		-		33,153
	Net gain on sale of residential condominiums				-		633		714		2,493
	Our share of impairment loss on India real estate ventures				-		-		-		(14,806)
			Total Other	$	38,349	$	63,089	$	106,774	$	135,894


	(a)	The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $204 of income and $2,577 of loss for the three months ended September 30, 2016 and 2015, respectively, and $2,625 of income and $327 of loss for the nine months ended September 30, 2016 and 2015, respectively.
	(b)	The nine months ended September 30, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans.
	(c)	The nine months ended September 30, 2015 includes $22,972 of transaction costs related to the spin-off of our strip shopping centers and malls.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22. Segment Information – continued

Subsequent to the issuance of our consolidated financial statements for the quarterly period ended June 30, 2016, we determined to correct our calculation of “Other" EBITDA as previously presented to add back net income attributable to the noncontrolling interest of the Operating Partnership in order to report “Other" EBITDA on an Operating Partnership basis, consistent with the manner that EBITDA is reported for the New York and Washington DC segments. This change results in an increase (decrease) in both “Other” EBITDA and “Total” EBITDA as follows:

(Amounts in thousands)		Total EBITDA						Other EBITDA
				Net income (loss)						Net income (loss)
				attributable to						attributable to
				noncontrolling						noncontrolling
				interests in the						interests in the
				Operating						Operating
		As reported		Partnership		As restated		As reported		Partnership		As restated
For the year ended:
	December 31, 2015	$	1,809,535	$	43,231	$	1,852,766	$	128,246	$	43,231	$	171,477
	December 31, 2014		2,229,471		47,613		2,277,084		454,692		47,613		502,305
	December 31, 2013		1,993,880		24,817		2,018,697		572,975		24,817		597,792

For the three months ended:
	June 30, 2016		546,681		14,531		561,212		27,102		14,531		41,633
	March 31, 2016		210,393		(7,487)		202,906		34,279		(7,487)		26,792
	December 31, 2015		542,928		15,042		557,970		20,541		15,042		35,583
	September 30, 2015		515,463		12,704		528,167		50,385		12,704		63,089
	June 30, 2015		376,681		10,198		386,879		15,059		10,198		25,257
	March 31, 2015		374,463		5,287		379,750		42,261		5,287		47,548

For the six months ended:
	June 30, 2016		757,074		7,044		764,118		61,381		7,044		68,425
	June 30, 2015		751,144		15,485		766,629		57,320		15,485		72,805

For the nine months ended:
	September 30, 2015		1,266,607		28,189		1,294,796		107,705		28,189		135,894

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

23. Subsequent Event

On October 31, 2016, our Board of Trustees approved the tax-free spin-off of our Washington, DC business and we entered into a definitive agreement to merge it with the business and certain select assets of The JBG Companies (“JBG”), a Washington, DC real estate company . Steven Roth, our Chairman and Chief Executive Officer, will be Chairman of the Board of Trustees of the new combined company. Mitchell Schear, President of our Washington, DC business, will be a member of management’s Executive Committee and a Trustee of the new combined company.

The pro rata distribution to Vornado common shareholders and Vornado Realty L.P. common unitholders is intended to be treated as a tax-free spin-off for U.S. federal income tax purposes. It is expected to be made on a pro rata 1:2 basis.

The initial Form 10 registration statement relating to the spin-off is expected to be filed with the SEC in the fourth quarter of 2016, and the distribution and combination are expected to be completed in the second quarter of 2017. The transactions are subject to certain conditions, including the SEC declaring the Form 10 registration statement effective, filing and approval of the new company’s listing application, receipt of regulatory approvals and third party consents by each of Vornado and JBG, and formal declaration of the distribution by our Board of Trustees. The transactions are not subject to a vote by Vornado shareholders. Our Board of Trustees has approved the transaction. JBG’s investors have consented to the transaction. There can be no assurance that this transaction will be completed.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Vornado Realty Trust

New York, New York

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust (the “Company”) as of September 30, 2016, and the related consolidated statements of income and comprehensive income for the three and nine month periods ended September 30, 2016 and 2015 and changes in equity and cash flows for the nine month periods ended September 30, 2016 and 2015. These interim financial statements are the responsibility of the Company’s management.

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

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty Trust as of December 31, 2015, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 16, 2016, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2015 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

October 31, 2016

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

Certain statements contained in this Quarterly Report constitute forward‑looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three and nine months ended September 30, 2016. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to current year presentation.

Overview

Business Objective and Operating Strategy

Our business objective is to maximize shareholder value, which we measure by the total return provided to our shareholders. Below is a table comparing our performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended September 30, 2016:

		Total Return ⁽¹⁾
		Vornado	Office REIT	MSCI
Three-month		1.7%	3.2%	(1.5%)
Nine-month		3.3%	12.5%	11.9%
One-year		14.9%	20.6%	19.8%
Three-year		44.2%	42.9%	48.6%
Five-year		76.1%	88.1%	108.1%
Ten-year		48.7%	45.7%	82.8%


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

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

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

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

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

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

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

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

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

We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015, for additional information regarding these factors.

On October 31, 2016, our Board of Trustees approved the tax-free spin-off of our Washington, DC business and we entered into a definitive agreement to merge it with the business and certain select assets of The JBG Companies (“JBG”), a Washington, DC real estate company. See Note 23 – Subsequent Event in our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding this transaction.

Overview – continued

Quarter Ended September 30, 2016 Financial Results Summary

Net income attributable to common shareholders for the quarter ended September 30, 2016 was $66,125,000, or $0.35 per diluted share, compared to $198,870,000, or $1.05 per diluted share, for the prior year’s quarter. The quarters ended September 30, 2016 and 2015 include certain items that impact net income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased net income attributable to common shareholders for the quarter ended September 30, 2016 by $8,552,000, or $0.04, and increased net income attributable to common shareholders for the quarter ended September 30, 2015 by $128,793,000, or $0.68 per diluted share.

Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended September 30, 2016 was $225,529,000, or $1.19 per diluted share, compared to $236,039,000, or $1.25 per diluted share, for the prior year’s quarter. FFO for the quarters ended September 30, 2016 and 2015 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO for the quarter ended September 30, 2016 by $10,228,000, or $0.05 per diluted share, and increased FFO for the quarter ended September 30, 2015 by $6,636,000, or $0.04 per diluted share.

Nine Months Ended September 30, 2016 Financial Results Summary

Net income attributable to common shareholders for the nine months ended September 30, 2016 was $172,425,000, or $0.91 per diluted share, compared to $449,114,000, or $2.37 per diluted share, for the nine months ended September 30, 2015. The nine months ended September 30, 2016 and 2015 include certain items that impact net income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased net income attributable to common shareholders for the nine months ended September 30, 2016 by $17,839,000, or $0.09 per diluted share, and increased net income attributable to common shareholders for the nine months ended September 30, 2015 by $229,269,000, or $1.21 per diluted share.

FFO for the nine months ended September 30, 2016 was $658,880,000, or $3.47 per diluted share, compared to $779,506,000, or $4.11 per diluted share, for the nine months ended September 30, 2015. FFO for the nine months ended September 30, 2016 and 2015 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO for the nine months ended September 30, 2016 by $15,466,000, or $0.08 per diluted share, and increased FFO for the nine months ended September 30, 2015 by $109,539,000, or $0.58 per diluted share.

Overview – continued

(Amounts in thousands)			For the Three Months Ended				For the Nine Months Ended
			September 30,				September 30,
			2016		2015		2016		2015
Items that impact net income attributable to common shareholders:
	Preferred share issuance costs (Series J redemption)		$	(7,408)	$	-	$	(7,408)	$	-
	Acquisition and transaction related costs			(3,808)		(1,518)		(11,319)		(7,560)
	Net income from discontinued operations and sold properties			2,969		6,599		8,285		23,605
	Default interest on Skyline properties mortgage loan			(2,632)		-		(5,343)		-
	Net gains on sale of real estate and residential condominiums			2,522		136,190		163,066		153,430
	Real estate impairment losses			(1,134)		(2,313)		(166,236)		(17,375)
	Reversal of allowance for deferred tax assets (re: taxable
		REIT subsidiary's ability to utilize NOLs)		-		-		-		90,030
	Other			-		(1,821)		-		1,333
				(9,491)		137,137		(18,955)		243,463
Noncontrolling interests' share of above adjustments				939		(8,344)		1,116		(14,194)
Items that impact net income attributable to common shareholders, net			$	(8,552)	$	128,793	$	(17,839)	$	229,269

Items that impact FFO:
	Preferred share issuance costs (Series J redemption)		$	(7,408)	$	-	$	(7,408)	$	-
	Acquisition and transaction related costs			(3,808)		(1,518)		(11,319)		(7,560)
	FFO from discontinued operations and sold properties			2,969		9,346		6,926		34,142
	Default interest on Skyline properties mortgage loan			(2,632)		-		(5,343)		-
	Net gain on sale of residential condominiums			-		633		714		2,493
	Reversal of allowance for deferred tax assets (re: taxable
		REIT subsidiary's ability to utilize NOLs)		-		-		-		90,030
	Our share of impairment loss on India real estate venture's
		non-depreciable real estate		-		-		-		(4,502)
	Other			-		(1,821)		-		1,333
				(10,879)		6,640		(16,430)		115,936
Noncontrolling interests' share of above adjustments				651		(4)		964		(6,397)
Items that impact FFO, net			$	(10,228)	$	6,636	$	(15,466)	$	109,539

Overview – continued

Same Store EBITDA

The percentage increase (decrease) in same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and cash basis same store EBITDA of our operating segments are summarized below.

		New York			Washington, DC
Same store EBITDA % increase (decrease):
	Three months ended September 30, 2016 vs. September 30, 2015	4.9	%	⁽¹⁾	5.2	%
	Nine months ended September 30, 2016 vs. September 30, 2015	5.7	%	⁽²⁾	0.7	%
	Three months ended September 30, 2016 vs. June 30, 2016	(1.4	%)	⁽³⁾	1.2	%

Cash basis same store EBITDA % increase:
	Three months ended September 30, 2016 vs. September 30, 2015	9.6	%	⁽¹⁾	6.7	%
	Nine months ended September 30, 2016 vs. September 30, 2015	5.6	%	⁽²⁾	0.8	%
	Three months ended September 30, 2016 vs. June 30, 2016	1.3	%	⁽³⁾	1.9	%


(1)	Excluding Hotel Pennsylvania, same store EBITDA increased by 6.5% and by 11.7% on a cash basis.
(2)	Excluding Hotel Pennsylvania, same store EBITDA increased by 7.2% and by 7.3% on a cash basis.
(3)	Excluding Hotel Pennsylvania, same store EBITDA decreased by 1.5% and increased by 1.2% on a cash basis.

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

2016 Investments

2016 Dispositions

On May 27, 2016, we sold a 47% ownership interest in 7 West 34th Street, a 477,000 square foot Manhattan office building leased to Amazon, and retained the remaining 53% interest. This transaction was based on a property value of approximately $561,000,000 or $1,176 per square foot. We received net proceeds of $127,382,000 from the sale and realized a net gain of $203,324,000, of which $159,511,000 was recognized in the second quarter and is included in “net gain on disposition of wholly owned and partially owned assets” in our consolidated statements of income. The remaining net gain of $43,813,000 has been deferred until our guarantee of payment of loan principal and interest is removed or the loan is repaid. We realized a net tax gain of $90,017,000. We continue to manage and lease the property. We share control over major decisions with our joint venture partner. Accordingly, this property is accounted for under the equity method from the date of sale.

Overview – continued

2016 Financings

Secured Debt

On May 16, 2016, we completed a $300,000,000 recourse financing of 7 West 34th Street. The ten-year loan is interest only at a fixed rate of 3.65% and matures in June 2026.

Preferred Securities

Overview – continued

Recently Issued Accounting Literature

Overview – continued

Recently Issued Accounting Literature – continued

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015 in Management’s Discussion and Analysis of Financial Condition. There have been no significant changes to our policies during 2016.

Overview – continued

Leasing Activity

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

(Square feet in thousands)					New York				Washington, DC
					Office		Retail		Office
Three Months Ended September 30, 2016
	Total square feet leased					335		7		177
	Our share of square feet leased:					308		7		138
		Initial rent ⁽¹⁾			$	68.11	$	338.50	$	40.62
		Weighted average lease term (years)				6.5		8.4		5.0
		Second generation relet space:
			Square feet			278		7		92
			GAAP basis:
				Straight-line rent ⁽²⁾	$	65.87	$	335.58	$	43.75
				Prior straight-line rent	$	61.48	$	198.36	$	45.96
				Percentage increase (decrease)		7.1%		69.2%		(4.8%)
			Cash basis:
				Initial rent ⁽¹⁾	$	67.29	$	308.11	$	43.75
				Prior escalated rent	$	63.39	$	200.80	$	48.75
				Percentage increase (decrease)		6.2%		53.4%		(10.3%)
		Tenant improvements and leasing commissions:
				Per square foot	$	49.49	$	103.45	$	37.86
				Per square foot per annum	$	7.61	$	12.32	$	7.57
				Percentage of initial rent		11.2%		3.6%		18.6%

See notes on the following page.

Overview - continued

Leasing Activity – continued

(Square feet in thousands)					New York Office
							Long Island City		New York		Washington, DC
					Manhattan		(Center Building)		Retail		Office
Nine Months Ended September 30, 2016
	Total square feet leased					1,330		285		101		1,098
	Our share of square feet leased:					1,109		285		80		1,039
		Initial rent ⁽¹⁾			$	79.23	$	40.10	$	206.71	$	40.05
		Weighted average lease term (years)				9.9		5.8		9.0		4.1
		Second generation relet space:
			Square feet			1,024		285		62		800
			GAAP basis:
				Straight-line rent ⁽²⁾	$	78.72	$	38.68	$	208.06	$	37.92
				Prior straight-line rent	$	64.12	$	28.69	$	166.36	$	39.67
				Percentage increase (decrease)		22.8%		34.8%		25.1%		(4.4%)
			Cash basis:
				Initial rent ⁽¹⁾	$	78.79	$	40.10	$	198.28	$	40.80
				Prior escalated rent	$	66.50	$	30.53	$	174.08	$	42.93
				Percentage increase (decrease)		18.5%		31.4%		13.9%		(5.0%)
		Tenant improvements and leasing commissions:
				Per square foot	$	72.47	$	18.47	$	105.45	$	18.55
				Per square foot per annum	$	7.32	$	3.18	$	11.72	$	4.52
				Percentage of initial rent		9.2%		7.9%		5.7%		11.3%



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


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

Overview - continued

Square footage (in service) and Occupancy as of September 30, 2016

(Square feet in thousands)			Square Feet (in service)
		Number of	Total	Our
		Properties	Portfolio	Share	Occupancy %
New York:
	Office	36	20,219	16,956	95.5%
	Retail	70	2,697	2,476	96.7%
	Residential - 1,690 units	11	1,559	826	96.0%
	Alexander's, including 312 residential units	7	2,437	790	99.7%
	Hotel Pennsylvania	1	1,400	1,400
			28,312	22,448	95.8%

Washington, DC:
	Office, excluding the Skyline properties	48	12,875	10,450	89.1%
	Skyline properties	8	2,649	2,649	47.2%
	Total Office	56	15,524	13,099	80.6%
	Residential - 3,058 units	9	3,164	3,022	98.1%
	Other	5	330	330	100.0%
			19,018	16,451	83.9%

Other:
	theMART	1	3,665	3,656	98.2%
	555 California Street	3	1,736	1,215	90.3%
	Other	2	784	784	100.0%
			6,185	5,655

Total square feet as of September 30, 2016			53,515	44,554

Overview - continued

Square footage (in service) and Occupancy as of December 31, 2015

(Square feet in thousands)			Square Feet (in service)
		Number of	Total	Our
		properties	Portfolio	Share	Occupancy %
New York:
	Office	35	21,288	17,412	96.3%
	Retail	65	2,641	2,408	96.2%
	Residential - 1,711 units	11	1,561	827	94.1%
	Alexander's, including 296 residential units	7	2,419	784	99.7%
	Hotel Pennsylvania	1	1,400	1,400
			29,309	22,831	96.4%

Washington, DC:
	Office, excluding the Skyline properties	49	13,136	10,781	90.0%
	Skyline Properties	8	2,648	2,648	50.1%
	Total Office	57	15,784	13,429	82.1%
	Residential - 2,630 units	9	2,808	2,666	96.4%
	Other	5	386	386	100.0%
			18,978	16,481	84.8%

Other:
	theMART	1	3,658	3,649	98.5%
	555 California Street	3	1,736	1,215	93.3%
	Other	2	763	763	100.0%
			6,157	5,627

Total square feet as of December 31, 2015			54,444	44,939

Overview - continued

Washington, DC Segment

EBITDA, as adjusted for the nine months ended September 30, 2016, was $5,050,000 behind the prior year's nine months. We expect that Washington’s 2016 EBITDA, as adjusted, will be approximately $7,000,000 to $11,000,000 lower than 2015, comprised of:

(i) core business being flat to $4,000,000 higher, offset by,

(ii) occupancy of Skyline properties declining further, decreasing EBITDA by approximately $6,500,000, and

(iii) 1726 M Street and 1150 17th Street being taken out of service (to prepare for the development in the future of a new Class A office building) decreasing EBITDA by approximately $4,500,000.

Of the 2,395,000 square feet subject to the effects of the Base Realignment and Closure (“BRAC”) statute, 348,000 square feet has been taken out of service for redevelopment, and 1,466,000 square feet has been leased or is pending. The table below summarizes the status of the BRAC space as of September 30, 2016.

		Rent Per		Square Feet
		Square Foot		Total	Crystal City	Skyline	Rosslyn
Resolved:
	Relet as of September 30, 2016	$	37.39	1,456,000	983,000	389,000	84,000
	Leases pending		39.39	10,000	-	10,000	-
	Taken out of service for redevelopment			348,000	348,000	-	-
				1,814,000	1,331,000	399,000	84,000

To be resolved:
	Vacated as of September 30, 2016		34.63	581,000	105,000	412,000	64,000

Total square feet subject to BRAC				2,395,000	1,436,000	811,000	148,000

Net Income and EBITDA by Segment for the Three Months Ended September 30, 2016 and 2015

Below is a summary of net income and a reconciliation of net income to EBITDA ⁽¹⁾ by segment for the three months ended September 30, 2016 and 2015.

(Amounts in thousands)		For the Three Months Ended September 30, 2016
			Total		New York			Washington, DC			Other
Total revenues			$	633,197	$	432,869		$	134,446		$	65,882
Total expenses				444,044		280,689			90,756			72,599
Operating income (loss)				189,153		152,180			43,690			(6,717)
Income (loss) from partially owned entities				4,127		(579)			(452)			5,158
Income from real estate fund investments				1,077		-			-			1,077
Interest and other investment income, net				6,508		1,355			49			5,104
Interest and debt expense				(98,365)		(51,212)			(18,644)			(28,509)
Income (loss) before income taxes				102,500		101,744			24,643			(23,887)
Income tax expense				(4,865)		(2,356)			(302)			(2,207)
Income (loss) from continuing operations				97,635		99,388			24,341			(26,094)
Income from discontinued operations				2,969		-			-			2,969
Net income (loss)				100,604		99,388			24,341			(23,125)
Less net income attributable to noncontrolling interests				(8,024)		(2,985)			-			(5,039)
Net income (loss) attributable to Vornado				92,580		96,403			24,341			(28,164)
Net income attributable to noncontrolling interests in the
	Operating Partnership			4,366		-			-			4,366
Interest and debt expense ⁽²⁾				122,979		66,314			20,991			35,674
Depreciation and amortization ⁽²⁾				172,980		111,731			37,123			24,126
Income tax expense ⁽²⁾				5,102		2,445			310			2,347
EBITDA ⁽¹⁾			$	398,007	$	276,893	⁽³⁾	$	82,765	⁽⁴⁾	$	38,349	⁽⁵⁾

(Amounts in thousands)		For the Three Months Ended September 30, 2015
			Total		New York			Washington, DC			Other
Total revenues			$	627,596	$	429,433		$	132,704		$	65,459
Total expenses				436,156		263,805			102,114			70,237
Operating income (loss)				191,440		165,628			30,590			(4,778)
(Loss) income from partially owned entities				(325)		4,010			(1,909)			(2,426)
Income from real estate fund investments				1,665		-			-			1,665
Interest and other investment income, net				3,160		1,888			34			1,238
Interest and debt expense				(95,344)		(50,480)			(16,580)			(28,284)
Net gain on disposition of wholly owned and partially
	owned assets			103,037		-			102,404			633
Income (loss) before income taxes				203,633		121,046			114,539			(31,952)
Income tax expense				(2,856)		(1,147)			(287)			(1,422)
Income (loss) from continuing operations				200,777		119,899			114,252			(33,374)
Income from discontinued operations				34,463		-			-			34,463
Net income				235,240		119,899			114,252			1,089
Less net income attributable to noncontrolling interests				(16,006)		(2,582)			-			(13,424)
Net income (loss) attributable to Vornado				219,234		117,317			114,252			(12,335)
Net income attributable to noncontrolling interests in the
	Operating Partnership			12,704		-			-			12,704
Interest and debt expense ⁽²⁾				118,977		64,653			20,010			34,314
Depreciation and amortization ⁽²⁾				174,209		99,206			48,132			26,871
Income tax expense ⁽²⁾				3,043		1,214			294			1,535
EBITDA ⁽¹⁾			$	528,167	$	282,390	⁽³⁾	$	182,688	⁽⁴⁾	$	63,089	⁽⁵⁾

See notes on the following pages.

Net Income and EBITDA by Segment for the Three Months Ended September 30, 2016 and 2015 - continued

Notes to preceding tabular information:

(1)	We calculate EBITDA on an Operating Partnership basis which is before allocation to the noncontrolling interest of the Operating Partnership. We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.

(2)	Interest and debt expense, depreciation and amortization and income tax expense in the reconciliation of net income (loss) to EBITDA includes our share of these items from partially owned entities.

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

	(Amounts in thousands)			For the Three Months Ended September 30,
				2016		2015
	Office ^(a)			$	159,937	$	161,168
	Retail ^(b)				95,274		97,604
	Residential				6,214		5,495
	Alexander's				11,506		10,502
	Hotel Pennsylvania				3,962		7,621
			Total New York	$	276,893	$	282,390


	(a)	2015 includes $5,151 of EBITDA from sold properties. Excluding these items, EBITDA was $156,017.
	(b)	2015 includes $524 of EBITDA from a sold property. Excluding this item, EBITDA was $97,080.

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

	(Amounts in thousands)			For the Three Months Ended September 30,
				2016		2015
	Office, excluding the Skyline properties ^(a)			$	67,073	$	63,879
	Skyline properties				4,222		5,998
	Net gain on sale of 1750 Pennsylvania Avenue				-		102,404
			Total Office		71,295		172,281
	Residential				11,470		10,407
			Total Washington, DC	$	82,765	$	182,688


	(a)	2015 includes $1,601 of EBITDA from a sold property. Excluding this item, EBITDA was $62,278.

Net Income and EBITDA by Segment for the Three Months Ended September 30, 2016 and 2015 - continued

Notes to preceding tabular information - continued:

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

	(Amounts in thousands)			For the Three Months Ended September 30,
				2016		2015
	Our share of real estate fund investments:
		Income before net realized/unrealized gains and losses		$	2,552	$	2,594
		Net realized/unrealized losses on investments			(2,118)		(922)
		Carried interest			373		(49)
	Total				807		1,623
	theMART (including trade shows)				21,696		19,044
	555 California Street				11,405		13,005
	India real estate ventures				836		13
	Other investments				19,092		11,009
					53,836		44,694
	Corporate general and administrative expenses ^(a)				(21,519)		(22,341)
	Investment income and other, net ^(a)				6,871		5,952
	Acquisition and transaction related costs				(3,808)		(1,518)
	UE and residual retail properties discontinued operations				2,969		2,516
	Net gain on sale of Monmouth Mall				-		33,153
	Net gain on sale of residential condominiums				-		633
			Total Other	$	38,349	$	63,089


	(a)	The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $204 of income and $2,577 of loss for the three months ended September 30, 2016 and 2015, respectively.

EBITDA by Region

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

		For the Three Months Ended September 30,
		2016	2015
Region:
	New York City metropolitan area	70%	71%
	Washington, DC / Northern Virginia area	21%	21%
	Chicago, IL	6%	5%
	San Francisco, CA	3%	3%
		100%	100%

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015

Revenues

Our revenues, which consist primarily of property rentals, tenant expense reimbursements, and fee and other income, were $633,197,000 for the three months ended September 30, 2016, compared to $627,596,000 for the prior year’s quarter, an increase of $5,601,000. Below are the details of the increase by segment:

(Amounts in thousands)		Total		New York		Washington, DC		Other
Increase (decrease) due to:
Property rentals:
	Acquisitions, dispositions and other	$	(9,803)	$	(7,737)	$	(2,066)	$	-
	Development and redevelopment		1,719		-		1,225		494
	Hotel Pennsylvania		(3,932)		(3,932)		-		-
	Trade shows		115		-		-		115
	Same store operations		9,562		9,213		429		(80)
			(2,339)		(2,456)		(412)		529

Tenant expense reimbursements:
	Acquisitions, dispositions and other		(1,781)		(1,673)		(108)		-
	Development and redevelopment		329		-		(253)		582
	Same store operations		5,779		5,116		1,132		(469)
			4,327		3,443		771		113

Fee and other income:
	BMS cleaning fees		2,256		1,983		-		273
	Management and leasing fees		2,599		111		2,304		184
	Lease termination fees		601		1,222		(1,115)		494
	Other income		(1,843)		(867)		194		(1,170)
			3,613		2,449		1,383		(219)

Total increase in revenues		$	5,601	$	3,436	$	1,742	$	423

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative expenses, and acquisition and transaction related costs were $444,044,000 for the three months ended September 30, 2016, compared to $436,156,000 for the prior year’s quarter, an increase of $7,888,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)			Total		New York		Washington, DC		Other
Increase (decrease) due to:
Operating:
	Acquisitions, dispositions and other		$	(2,140)	$	(1,071)	$	(1,069)	$	-
	Development and redevelopment			(37)		14		(449)		398
	Non-reimbursable expenses, including
		bad debt reserves		(1,550)		(1,165)		(354)		(31)
	Hotel Pennsylvania			112		112		-		-
	Trade shows			264		-		-		264
	BMS expenses			1,497		1,240		-		257
	Same store operations			6,119		6,325		812		(1,018)
				4,265		5,455		(1,060)		(130)

Depreciation and amortization:
	Acquisitions, dispositions and other			(1,241)		(846)		(395)		-
	Development and redevelopment			(11,714)		-		(11,515)		(199)
	Same store operations			10,003		10,797		1,037		(1,831)
				(2,952)		9,951		(10,873)		(2,030)

General and administrative:
	Mark-to-market of deferred
		compensation plan liability		2,781		-		-		2,781	⁽¹⁾
	Same store operations			1,504		1,478		575		(549)
				4,285		1,478		575		2,232

Acquisition and transaction related costs				2,290		-		-		2,290

Total increase (decrease) in expenses			$	7,888	$	16,884	$	(11,358)	$	2,362


(1)	This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Income (Loss) from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the three months ended September 30, 2016 and 2015.

(Amounts in thousands)		Percentage
		Ownership at	For the Three Months Ended September 30,
		September 30, 2016	2016		2015
Our Share of Net Income (Loss):
Partially owned office buildings ⁽¹⁾		Various	$	(9,157)	$	(2,039)
Alexander's		32.4%		8,785		7,544
Urban Edge Properties ("UE")		5.4%		2,158		1,400
India real estate ventures		4.1%-36.5%		(917)		(1,704)
Pennsylvania Real Estate Investment Trust ("PREIT")		8.0%		52		(3,481)
Other investments ⁽²⁾		Various		3,206		(2,045)
			$	4,127	$	(325)


(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street and others. In 2015, we recognized our $7,364 share of a write-off of a below market lease liability related to a tenant vacating at 650 Madison.
(2)	Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. and others.

Income from Real Estate Fund Investments

Below are the components of the income from our real estate fund investments for the three months ended September 30, 2016 and 2015.

(Amounts in thousands)		For the Three Months Ended September 30,
		2016		2015
Net investment income		$	5,841	$	5,116
Net unrealized losses on held investments			(4,764)		(2,544)
Net realized losses on exited investments			-		(907)
Income from real estate fund investments			1,077		1,665
Less income attributable to noncontrolling interests			(270)		(42)
Income from real estate fund investments attributable to Vornado ⁽¹⁾		$	807	$	1,623


(1)	Excludes management, leasing and development fees of $804 and $678 for the three months ended September 30, 2016 and 2015, respectively, which are included as a component of "fee and other income" in our consolidated statements of income.

Interest and Other Investment Income, net

Interest and other investment income, net was $6,508,000 for the three months ended September 30, 2016, compared to $3,160,000 in the prior year’s quarter, an increase of $3,348,000. This increase resulted primarily from an increase in the value of investments in our deferred compensation plan (offset by a corresponding decrease in the liability for plan assets in general and administrative expenses).

Interest and Debt Expense

Interest and debt expense was $98,365,000 for the three months ended September 30, 2016, compared to $95,344,000 in the prior year’s quarter, an increase of $3,021,000. This increase was primarily due to (i) $5,417,000 of higher interest expense from the financings of the St. Regis - retail, 150 West 34th Street, 100 West 33rd Street, and our $750,000,000 delayed draw term loan, (ii) $2,632,000 of accrued default interest on our Skyline properties mortgage loan, and (iii) $2,621,000 of lower capitalized interest, partially offset by (iv) $4,894,000 of interest savings from the financings of 888 Seventh Avenue and 770 Broadway, and (v) $1,804,000 of interest savings from the repayment of the Bowen Building loan.

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

For the three months ended September 30, 2015, we recognized a $103,037,000 net gain on disposition of wholly owned and partially owned assets primarily from the sale of 1750 Pennsylvania Avenue.

Income Tax Expense

For the three months ended September 30, 2016, income tax expense was $4,865,000, compared to $2,856,000 for the prior year’s quarter, an increase of $2,009,000. This increase was primarily attributable to higher income from our taxable REIT subsidiaries.

Income from Discontinued Operations

We have reclassified the revenues and expenses of the UE portfolio and other retail properties that were sold or are currently held for sale to “income from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all the periods presented in the accompanying financial statements. The table below sets forth the combined results of assets related to discontinued operations for the three months ended September 30, 2016 and 2015.

(Amounts in thousands)	For the Three Months Ended September 30,
	2016		2015
Total revenues	$	676	$	2,589
Total expenses		106		1,279
		570		1,310
Net gains on sale of real estate and a lease position		2,864		33,153
Impairment losses		(465)		-
Income from discontinued operations	$	2,969	$	34,463

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $3,658,000 for the three months ended September 30, 2016, compared to $3,302,000 for the prior year’s quarter, an increase of $356,000.

Net Income Attributable to Noncontrolling Interests in the Operating Partnership

Net income attributable to noncontrolling interests in the Operating Partnership was $4,366,000 for the three months ended September 30, 2016, compared to $12,704,000 for the prior year’s quarter, a decrease of $8,338,000. This decrease resulted primarily from higher net income subject to allocation to unitholders in the prior year’s quarter primarily due to the net gain of $102,404,000 on the sale of 1750 Pennsylvania Avenue.

Preferred Share Dividends

Preferred share dividends were $19,047,000 for the three months ended September 30, 2016, compared to $20,364,000 for the prior year’s quarter, a decrease of $1,317,000. The decrease is primarily due to the redemption of the 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.

Preferred Share Issuance Costs

In the three months ended September 30, 2016, we recognized a $7,408,000 expense in connection with the write-off of issuance costs upon the redemption all of the outstanding 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Same Store EBITDA

Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year reporting periods. Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be property-level expenses, as well as other non-operating items. We also present same store EBITDA on a cash basis which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store EBITDA should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of EBITDA to same store EBITDA for each of our segments for the three months ended September 30, 2016, compared to the three months ended September 30, 2015.

(Amounts in thousands)			New York			Washington, DC
EBITDA for the three months ended September 30, 2016			$	276,893		$	82,765
	Add-back:
		Non-property level overhead expenses included above		9,783			6,858
	Less EBITDA from:
		Acquisitions		(3,853)			-
		Dispositions		(51)			(5)
		Properties taken out of service for redevelopment		(6,691)			(1,581)
		Other non-operating loss (income), net		748			(563)
Same store EBITDA for the three months ended September 30, 2016			$	276,829		$	87,474

EBITDA for the three months ended September 30, 2015			$	282,390		$	182,688
	Add-back:
		Non-property level overhead expenses included above		8,305			6,283
	Less EBITDA from:
		Acquisitions		(712)			-
		Dispositions, including net gains on sale		(5,399)			(104,005)
		Properties taken out of service for redevelopment		(5,632)			(427)
		Other non-operating income, net		(15,121)			(1,415)
Same store EBITDA for the three months ended September 30, 2015			$	263,831		$	83,124

Increase in same store EBITDA -
	Three months ended September 30, 2016 vs. September 30, 2015		$	12,998	⁽¹⁾	$	4,350	⁽³⁾

% increase in same store EBITDA				4.9%	⁽²⁾		5.2%


See notes on the following page

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Notes to preceding tabular information:

New York:

(1) The $12,998,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $9,916,000 and $6,098,000, respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $3,659,000. The Office and Retail EBITDA increases resulted primarily from higher rents, partially offset by higher operating expenses, net of reimbursements.

(2) Excluding Hotel Pennsylvania, same store EBITDA increased by 6.5%.

Washington, DC:

(3) The $4,350,000 increase in Washington, DC same store EBITDA resulted primarily from higher management and leasing fee income of $2,304,000, higher rental income of $1,074,000 and lower net operating expenses of $674,000.

Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA

(Amounts in thousands)		New York			Washington, DC
Same store EBITDA for the three months ended September 30, 2016		$	276,829		$	87,474
Less: Adjustments for straight-line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(42,208)			(7,024)
Cash basis same store EBITDA for the three months ended
	September 30, 2016	$	234,621		$	80,450

Same store EBITDA for the three months ended September 30, 2015		$	263,831		$	83,124
Less: Adjustments for straight-line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(49,749)			(7,743)
Cash basis same store EBITDA for the three months ended
	September 30, 2015	$	214,082		$	75,381

Increase in cash basis same store EBITDA -
	Three months ended September 30, 2016 vs. September 30, 2015	$	20,539		$	5,069

% increase in cash basis same store EBITDA			9.6%	⁽¹⁾		6.7%


(1)	Excluding Hotel Pennsylvania, same store EBITDA increased by 11.7% on a cash basis.

Net Income and EBITDA by Segment for the Nine Months Ended September 30, 2016 and 2015

Below is a summary of net income and a reconciliation of net income to EBITDA ⁽¹⁾ by segment for the nine months ended September 30, 2016 and 2015.

(Amounts in thousands)		For the Nine Months Ended September 30, 2016
			Total		New York			Washington, DC			Other
Total revenues			$	1,867,942	$	1,269,464		$	389,926		$	208,552
Total expenses				1,492,255		818,419			436,427			237,409
Operating income (loss)				375,687		451,045			(46,501)			(28,857)
Income (loss) from partially owned entities				529		(5,143)			(5,453)			11,125
Income from real estate fund investments				28,750		-			-			28,750
Interest and other investment income, net				20,262		3,684			141			16,437
Interest and debt expense				(304,430)		(162,193)			(54,396)			(87,841)
Net gain on disposition of wholly owned and partially
	owned assets			160,225		159,511			-			714
Income (loss) before income taxes				281,023		446,904			(106,209)			(59,672)
Income tax expense				(9,805)		(4,131)			(884)			(4,790)
Income (loss) from continuing operations				271,218		442,773			(107,093)			(64,462)
Income from discontinued operations				6,160		-			-			6,160
Net income (loss)				277,378		442,773			(107,093)			(58,302)
Less net income attributable to noncontrolling interests				(37,771)		(9,811)			-			(27,960)
Net income (loss) attributable to Vornado				239,607		432,962			(107,093)			(86,262)
Net income attributable to noncontrolling interests in the
	Operating Partnership			11,410		-			-			11,410
Interest and debt expense ⁽²⁾				376,898		208,683			63,038			105,177
Depreciation and amortization ⁽²⁾				521,143		331,448			119,109			70,586
Income tax expense ⁽²⁾				13,067		4,424			2,780			5,863
EBITDA ⁽¹⁾			$	1,162,125	$	977,517	⁽³⁾	$	77,834	⁽⁴⁾	$	106,774	⁽⁵⁾

(Amounts in thousands)		For the Nine Months Ended September 30, 2015
		Total		New York			Washington, DC			Other
Total revenues		$	1,850,686	$	1,243,208		$	401,528		$	205,950
Total expenses			1,298,141		766,863			293,772			237,506
Operating income (loss)			552,545		476,345			107,756			(31,556)
(Loss) income from partially owned entities			(8,709)		1,523			(3,583)			(6,649)
Income from real estate fund investments			52,122		-			-			52,122
Interest and other investment income, net			19,618		5,642			60			13,916
Interest and debt expense			(279,110)		(143,004)			(52,223)			(83,883)
Net gain on disposition of wholly owned and partially
	owned assets		104,897		-			102,404			2,493
Income (loss) before income taxes			441,363		340,506			154,414			(53,557)
Income tax benefit (expense)			84,245		(3,185)			(79)			87,509
Income from continuing operations			525,608		337,321			154,335			33,952
Income from discontinued operations			50,278		-			-			50,278
Net income			575,886		337,321			154,335			84,230
Less net income attributable to noncontrolling interests			(66,559)		(6,640)			-			(59,919)
Net income attributable to Vornado			509,327		330,681			154,335			24,311
Net income attributable to noncontrolling interests in the
	Operating Partnership		28,189		-			-			28,189
Interest and debt expense ⁽²⁾			348,725		184,377			62,413			101,935
Depreciation and amortization ⁽²⁾			493,904		288,897			136,687			68,320
Income tax (benefit) expense ⁽²⁾			(85,349)		3,368			(1,856)			(86,861)
EBITDA ⁽¹⁾		$	1,294,796	$	807,323	⁽³⁾	$	351,579	⁽⁴⁾	$	135,894	⁽⁵⁾


See notes on the following pages.

Net Income and EBITDA by Segment for the Nine Months Ended September 30, 2016 and 2015 - continued

Notes to preceding tabular information:

(1)	We calculate EBITDA on an Operating Partnership basis which is before allocation to the noncontrolling interest of the Operating Partnership. We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.

(2)	Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income (loss) to EBITDA includes our share of these items from partially owned entities.

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

	(Amounts in thousands)			For the Nine Months Ended September 30,
				2016		2015
	Office ^(a)			$	475,726	$	480,508
	Retail ^(b)				284,212		265,060
	Residential				18,901		16,254
	Alexander's				34,880		31,150
	Hotel Pennsylvania				4,287		14,351
					818,006		807,323
	Net gain on sale of 47% ownership interest in 7 West 34th Street				159,511		-
			Total New York	$	977,517	$	807,323


	(a)	2016 and 2015 include $2,935 and $16,954, respectively, of EBITDA from sold properties and other. Excluding these items, EBITDA was $472,791 and $463,554, respectively.
	(b)	2016 and 2015 include $185 and $1,597, respectively, of EBITDA from a sold property. Excluding this item, EBITDA was $284,027 and $263,463, respectively.

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

	(Amounts in thousands)			For the Nine Months Ended September 30,
				2016		2015
	Office, excluding the Skyline properties ^(a)			$	191,646	$	199,757
	Skyline properties				14,177		19,037
	Skyline properties impairment loss				(160,700)		-
	Net gain on sale of 1750 Pennsylvania Avenue				-		102,404
			Total Office		45,123		321,198
	Residential				32,711		30,381
			Total Washington, DC	$	77,834	$	351,579


	(a)	2015 includes $5,591 of EBITDA from a sold property. Excluding this item, EBITDA was $194,166.

Net Income and EBITDA by Segment for the Nine Months Ended September 30, 2016 and 2015 - continued

Notes to preceding tabular information - continued:

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

	(Amounts in thousands)			For the Nine Months Ended September 30,
				2016		2015
	Our share of real estate fund investments:
		Income before net realized/unrealized gains		$	6,309	$	6,879
		Net realized/unrealized gains on investments			3,333		9,542
		Carried interest			4,020		6,248
	Total				13,662		22,669
	theMART (including trade shows)				70,689		62,229
	555 California Street				35,137		38,237
	India real estate ventures				2,585		2,229
	Other investments				46,180		31,705
					168,253		157,069
	Corporate general and administrative expenses ^{(a) (b)}				(76,364)		(82,043)
	Investment income and other, net ^(a)				19,317		21,275
	Acquisition and transaction related costs				(11,319)		(7,560)
	UE and residual retail properties discontinued operations ^(c)				6,173		26,313
	Net gain on sale of residential condominiums				714		2,493
	Net gain on sale of Monmouth Mall				-		33,153
	Our share of impairment loss on India real estate ventures				-		(14,806)
			Total Other	$	106,774	$	135,894


	(a)	The amounts in these captions (for this table only) excludes income from the mark-to-market of our deferred compensation plan of $2,625 of income and $327 of loss for the nine months ended September 30, 2016 and 2015, respectively.
	(b)	The nine months ended September 30, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans.
	(c)	The nine months ended September 30, 2015 includes $22,972 of transaction costs related to the spin-off of our strip shopping centers and malls.

EBITDA by Region

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

		For the Nine Months Ended September 30,
		2016	2015
Region:
	New York City metropolitan area	70%	70%
	Washington, DC / Northern Virginia area	21%	22%
	Chicago, IL	6%	5%
	San Francisco, CA	3%	3%
		100%	100%

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015

Revenues

Our revenues, which consist primarily of property rentals, tenant expense reimbursements, and fee and other income, were $1,867,942,000 for the nine months ended September 30, 2016, compared to $1,850,686,000 for the prior year’s nine months, an increase of $17,256,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)		Total		New York			Washington, DC		Other
Increase (decrease) due to:
Property rentals:
	Acquisitions, dispositions and other	$	(19,687)	$	(12,124)		$	(7,563)	$	-
	Development and redevelopment		1,098		(150)			(757)		2,005
	Hotel Pennsylvania		(10,626)		(10,626)			-		-
	Trade shows		(661)		-			-		(661)
	Same store operations		59,090		55,793			36		3,261
			29,214		32,893			(8,284)		4,605

Tenant expense reimbursements:
	Acquisitions, dispositions and other		(2,761)		(2,506)			(255)		-
	Development and redevelopment		723		2			(542)		1,263
	Same store operations		(2,355)		2,967			(1,946)		(3,376)
			(4,393)		463			(2,743)		(2,113)

Fee and other income:
	BMS cleaning fees		(5,177)		(5,619)	⁽¹⁾		-		442
	Management and leasing fees		3,536		369			2,384		783
	Lease termination fees		(435)		589			(1,069)		45
	Other income		(5,489)		(2,439)			(1,890)		(1,160)
			(7,565)		(7,100)			(575)		110

Total increase (decrease) in revenues		$	17,256	$	26,256		$	(11,602)	$	2,602


(1)	Primarily from the termination of a third party cleaning contract in 2015.

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative expenses, and impairment loss and acquisition and transaction related costs were $1,492,255,000 for the nine months ended September 30, 2016, compared to $1,298,141,000 for the prior year’s nine months, an increase of $194,114,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)			Total		New York			Washington, DC			Other
Increase (decrease) due to:
Operating:
	Acquisitions, dispositions and other		$	599	$	4,009		$	(3,410)		$	-
	Development and redevelopment			(284)		(113)			(1,169)			998
	Non-reimbursable expenses, including bad debt
		reserves		147		(261)			600			(192)
	Hotel Pennsylvania			(186)		(186)			-			-
	Trade shows			673		-			-			673
	BMS expenses			(4,901)		(5,436)	⁽¹⁾		-			535
	Same store operations			12,521		17,261			(354)			(4,386)
				8,569		15,274			(4,333)			(2,372)

Depreciation and amortization:
	Acquisitions, dispositions and other			5,102		6,663			(1,561)			-
	Development and redevelopment			(17,560)		(296)			(17,007)			(257)
	Same store operations			32,697		30,596			1,237			864
				20,239		36,963			(17,331)			607

General and administrative:
	Mark-to-market of deferred compensation plan
		liability		2,952		-			-			2,952	⁽²⁾
	Same store operations			(2,080)		(681)	⁽³⁾		3,619	⁽⁴⁾		(5,018)	⁽⁵⁾
				872		(681)			3,619			(2,066)

Impairment loss and acquisition and transaction
	related costs			164,434		-			160,700	⁽⁶⁾		3,734

Total increase (decrease) in expenses			$	194,114	$	51,556		$	142,655		$	(97)


(1)	Primarily from the termination of a third party cleaning contract in 2015.
(2)	This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.
(3)	Results primarily from (i) the nine months ended September 30, 2015 including a cumulative catch up of $986 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans and (ii) higher capitalized leasing payroll in 2016.
(4)	Results primarily from lower capitalized payroll in 2016.
(5)	The nine months ended September 30, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans.
(6)	On March 15, 2016, we notified the servicer of the $678,000 mortgage loan on the Skyline properties in Virginia that cash flow will be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan has been transferred to the special servicer. Consequently, based on our shortened estimated holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700 non-cash impairment loss in the first quarter of 2016. The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%. In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to the loan agreement, the loan is in default, causing the loan to be immediately due and payable, and is subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. For the three and nine months ended September 30, 2016, we accrued $2,632 and $5,343 of default interest expense, respectively. We continue to negotiate with the special servicer. There can be no assurance as to the timing or ultimate resolution of this matter.

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Income (Loss) from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the nine months ended September 30, 2016 and 2015.

(Amounts in thousands)		Percentage
		Ownership at	For the Nine Months Ended September 30,
		September 30, 2016	2016		2015
Our Share of Net (Loss) Income:
Partially owned office buildings ⁽¹⁾		Various	$	(35,868)	$	(14,573)
Alexander's		32.4%		25,947		22,558
PREIT		8.0%		(4,763)		(3,845)
UE		5.4%		4,523		2,888
India real estate ventures		4.1%-36.5%		(3,537)		(18,380)	⁽²⁾
Other investments ⁽³⁾		Various		14,227		2,643
			$	529	$	(8,709)


(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street and others. In 2015, we recognized our $12,751 share of a write-off of a below market lease liability related to a tenant vacating at 650 Madison.
(2)	Includes $14,806 for our share of non-cash impairment losses.
(3)	Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. and others.

Income from Real Estate Fund Investments

Below are the components of the income from our real estate fund investments for the nine months ended September 30, 2016 and 2015.

(Amounts in thousands)		For the Nine Months Ended September 30,
		2016		2015
Net investment income		$	12,237	$	13,716
Net unrealized gains on held investments			16,091		37,001
Net realized gains on exited investments			14,676		24,684
Previously recorded unrealized gain on exited investment			(14,254)		(23,279)
Income from real estate fund investments			28,750		52,122
Less income attributable to noncontrolling interests			(15,088)		(29,453)
Income from real estate fund investments attributable to Vornado ⁽¹⁾		$	13,662	$	22,669


(1)	Excludes management, leasing and development fees of $2,499 and $2,015 for the nine months ended September 30, 2016 and 2015, respectively, which are included as a component of "fee and other income" in our consolidated statements of income.

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Interest and Other Investment Income, net

Interest and other investment income, net was $20,262,000 for the nine months ended September 30, 2016, compared to $19,618,000 for the prior year’s nine months, an increase of $644,000.

Interest and Debt Expense

Interest and debt expense was $304,430,000 for the nine months ended September 30, 2016, compared to $279,110,000 for the prior year’s nine months, an increase of $25,320,000. This increase was primarily due to (i) $19,051,000 of higher interest expense from the financings of the St. Regis - retail, 150 West 34th Street, 100 West 33rd Street, and our $750,000,000 delayed draw term loan, (ii) $8,995,000 of lower capitalized interest, and (iii) $5,343,000 of accrued default interest on our Skyline properties mortgage loan, partially offset by (iv) $8,665,000 of interest savings from the financings of 888 Seventh Avenue and 770 Broadway, and (v) $2,373,000 of interest savings from the repayment of the Bowen Building loan.

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

For the nine months ended September 30, 2016, we recognized a $160,225,000 net gain on disposition of wholly owned and partially owned assets, primarily from the sale of a 47% ownership interest in 7 West 34th Street, compared to $104,897,000 for the prior year’s nine months, primarily from the sale of 1750 Pennsylvania Avenue.

Income Tax (Expense) Benefit

For the nine months ended September 30, 2016, income tax expense was $9,805,000, compared to an income tax benefit of $84,245,000 for the prior year’s nine months, an increase in expense of $94,050,000. This increase in expense resulted primarily from the prior year reversal of $90,030,000 of valuation allowances against certain of our deferred tax assets, as we have concluded that it is more-likely-than-not that we will generate sufficient taxable income from the sale of 220 Central Park South residential condominium units to realize the deferred tax assets.

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Income from Discontinued Operations


(Amounts in thousands)	For the Nine Months Ended September 30,
	2016		2015
Total revenues	$	2,805	$	24,868
Total expenses		1,254		16,672
		1,551		8,196
Net gains on sale of real estate and a lease position		5,074		65,396
Impairment losses		(465)		(256)
UE spin-off transaction related costs		-		(22,972)
Pretax income from discontinued operations		6,160		50,364
Income tax expense		-		(86)
Income from discontinued operations	$	6,160	$	50,278

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $26,361,000 for the nine months ended September 30, 2016, compared to $38,370,000 for the prior year’s nine months, a decrease of $12,009,000. This decrease resulted primarily from lower net income allocated to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.

Net Income Attributable to Noncontrolling Interests in the Operating Partnership

Net income attributable to noncontrolling interests in the Operating Partnership was $11,410,000 for the nine months ended September 30, 2016, compared to $28,189,000 for the prior year’s nine months, a decrease of $16,779,000. This decrease resulted primarily from lower net income subject to allocation to unitholders. This decrease resulted primarily from higher net income subject to allocation to unitholders in the prior year’s quarter primarily due to the net gain of $102,404,000 on the sale of 1750 Pennsylvania Avenue.

Preferred Share Dividends

Preferred share dividends were $59,774,000 for the nine months ended September 30, 2016, compared to $60,213,000 for the prior year’s nine months, a decrease of $439,000.

Preferred Share Issuance Costs

In the nine months ended September 30, 2016, we recognized a $7,408,000 expense in connection with the write-off of issuance costs upon redemption all of the outstanding 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Same Store EBITDA

Below are reconciliations of EBITDA to same store EBITDA for each of our segments for the nine months ended September 30, 2016, compared to nine months ended September 30, 2015.

(Amounts in thousands)			New York			Washington, DC
EBITDA for the nine months ended September 30, 2016			$	977,517		$	77,834
	Add-back:
		Non-property level overhead expenses included above		27,557			22,117
	Less EBITDA from:
		Acquisitions		(22,650)			-
		Dispositions, including net gains on sale		(159,392)			(32)
		Properties taken out of service for redevelopment		(19,945)			(1,589)
		Other non-operating loss, net		6,778			159,837
Same store EBITDA for the nine months ended September 30, 2016			$	809,865		$	258,167

EBITDA for the nine months ended September 30, 2015			$	807,323		$	351,579
	Add-back:
		Non-property level overhead expenses included above		28,238			18,498
	Less EBITDA from:
		Acquisitions		(2,600)			-
		Dispositions, including net gains on sale		(12,531)			(108,055)
		Properties taken out of service for redevelopment		(16,244)			(2,434)
		Other non-operating income, net		(38,218)			(3,296)
Same store EBITDA for the nine months ended September 30, 2015			$	765,968		$	256,292

Increase in same store EBITDA -
	Nine months ended September 30, 2016 vs. September 30, 2015		$	43,897	⁽¹⁾	$	1,875	⁽³⁾

% increase in same store EBITDA				5.7%	⁽²⁾		0.7%


See notes on the following page.

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Notes to preceding tabular information:

New York:

(1) The $43,897,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $31,454,000 and $19,867,000, respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $10,064,000. The Office and Retail EBITDA increases resulted primarily from higher rents, partially offset by higher operating expenses, net of reimbursements.

(2) Excluding Hotel Pennsylvania, same store EBITDA increased by 7.2%.

Washington, DC:

(3) The $1,875,000 increase in Washington, DC same store EBITDA resulted primarily from higher management and leasing fee income of $2,384,000 and higher rental income of $1,594,000 partially offset by higher net operating expenses of $2,192,000.

Reconciliation of Same Store EBITDA to Cash Basis Same Store EBITDA

(Amounts in thousands)		New York			Washington, DC
Same store EBITDA for the nine months ended September 30, 2016		$	809,865		$	258,167
Less: Adjustments for straight-line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(133,094)			(20,555)
Cash basis same store EBITDA for the nine months ended
	September 30, 2016	$	676,771		$	237,612

Same store EBITDA for the nine months ended September 30, 2015		$	765,968		$	256,292
Less: Adjustments for straight-line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(124,959)			(20,477)
Cash basis same store EBITDA for the nine months ended
	September 30, 2015	$	641,009		$	235,815

Increase in cash basis same store EBITDA -
	Nine months ended September 30, 2016 vs. September 30, 2015	$	35,762		$	1,797

% increase in cash basis same store EBITDA			5.6%	⁽¹⁾		0.8%


(1)	Excluding Hotel Pennsylvania, same store EBITDA increased by 7.3% on a cash basis.

SUPPLEMENTAL INFORMATION

Reconciliation of Net Income to EBITDA for the Three Months Ended June 30, 2016

(Amounts in thousands)	New York		Washington, DC
Net income attributable to Vornado for the three months ended June 30, 2016	$	256,751	$	15,303
Interest and debt expense		71,171		22,641
Depreciation and amortization		111,314		39,305
Income tax expense		889		2,205
EBITDA for the three months ended June 30, 2016	$	440,125	$	79,454

Reconciliation of EBITDA to Same Store EBITDA – Three Months Ended September 30, 2016 Compared to June 30, 2016

(Amounts in thousands)			New York			Washington, DC
EBITDA for the three months ended September 30, 2016			$	276,893		$	82,765
	Add-back:
		Non-property level overhead expenses included above		9,783			6,858
	Less EBITDA from:
		Acquisitions		(613)			-
		Dispositions		(51)			(5)
		Properties taken out of service for redevelopment		(7,889)			(1,581)
		Other non-operating loss (income), net		1,053			(563)
Same store EBITDA for the three months ended September 30, 2016			$	279,176		$	87,474

EBITDA for the three months ended June 30, 2016			$	440,125		$	79,454
	Add-back:
		Non-property level overhead expenses included above		7,807			7,295
	Less EBITDA from:
		Acquisitions		(152)			-
		Dispositions, including net gains on sale		(161,496)			7
		Properties taken out of service for redevelopment		(7,686)			(214)
		Other non-operating loss (income), net		4,547			(136)
Same store EBITDA for the three months ended June 30, 2016			$	283,145		$	86,406

(Decrease) increase in same store EBITDA -
	Three months ended September 30, 2016 vs. June 30, 2016		$	(3,969)		$	1,068

% (decrease) increase in same store EBITDA				(1.4%)	⁽¹⁾		1.2%


(1)	Excluding Hotel Pennsylvania, same store EBITDA decreased by 1.5%.

SUPPLEMENTAL INFORMATION – CONTINUED

Reconciliation of Same Store EBITDA to Cash Basis Same Store EBITDA – Three Months Ended September 30, 2016 Compared to June 30, 2016

(Amounts in thousands)		New York			Washington, DC
Same store EBITDA for the three months ended September 30, 2016		$	279,176		$	87,474
Less: Adjustments for straight-line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(42,989)			(7,024)
Cash basis same store EBITDA for the three months ended
	September 30, 2016	$	236,187		$	80,450

Same store EBITDA for the three months ended June 30, 2016		$	283,145		$	86,406
Less: Adjustments for straight-line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(49,984)			(7,459)
Cash basis same store EBITDA for the three months ended
	June 30, 2016	$	233,161		$	78,947

Increase in cash basis same store EBITDA -
	Three months ended September 30, 2016 vs. June 30, 2016	$	3,026		$	1,503

% increase in cash basis same store EBITDA			1.3%	⁽¹⁾		1.9%


(1)	Excluding Hotel Pennsylvania, same store EBITDA increased by 1.2% on a cash basis.

Liquidity and Capital Resources

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

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

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

Skyline Properties

In the first quarter of 2016, we notified the servicer of the $678,000,000 non-recourse mortgage loan on the Skyline properties in Virginia that cash flow will be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan has been transferred to the special servicer. In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to the loan agreement, the loan is in default, causing the loan to be immediately due and payable, and is subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. This loan is recourse only to the Skyline properties. Accordingly, this default has not had, nor is expected to have, any material impact on our current or future business operations, our ability to raise capital or our credit ratings. For the three and nine months ended September 30, 2016, we accrued $2,632,000 and $5,343,000 of default interest expense, respectively. We continue to negotiate with the special servicer. There can be no assurance as to the timing or ultimate resolution of this matter.

Cash Flows for the Nine Months Ended September 30, 2016

Our cash and cash equivalents were $1,352,697,000 at September 30, 2016, a $483,010,000 decrease from the balance at December 31, 2015. Our consolidated outstanding debt was $11,200,238,000 at September 30, 2016, a $109,228,000 increase from the balance at December 31, 2015. As of September 30, 2016 and December 31, 2015, $115,630,000 and $550,000,000, respectively, was outstanding under our revolving credit facilities. During the remainder of 2016 and 2017, $737,641,000 and $359,647,000, respectively, of our outstanding debt matures; we may refinance this maturing debt as it comes due or choose to repay it.

Cash flows provided by operating activities of $574,247,000 was comprised of (i) net income of $277,378,000, (ii) $298,361,000 of non-cash adjustments, which include depreciation and amortization expense, real estate impairment losses, net gain on the disposition of wholly owned and partially owned assets, the effect of straight-lining of rental income, net realized and unrealized gains on real estate fund investments, net gains on sale of real estate and other and equity in net income from partially owned entities, (iii) return of capital from real estate fund investments of $71,888,000, (iv) distributions of income from partially owned entities of $58,692,000, partially offset by (v) the net change in operating assets and liabilities of $132,072,000.

Net cash used in investing activities of $692,021,000 was primarily comprised of (i) $426,641,000 of development costs and construction in progress, (ii) $261,971,000 of additions to real estate, (iii) $112,797,000 of investments in partially owned entities, (iv) $46,801,000 of acquisitions of real estate and other, (v) $42,000,000 due to the net deconsolidation of 7 West 34th Street, (vi) $24,796,000 of changes in restricted cash, (vii) $11,700,000 of investments in loans receivable and other and (viii) $4,379,000 in purchases of marketable securities, partially offset by (ix) $138,034,000 of proceeds from sales of real estate and related investments and (x) $100,997,000 of capital distributions from partially owned entities.

Net cash used in financing activities of $365,236,000 was comprised of (i) $1,591,554,000 for the repayments of borrowings, (ii) $356,863,000 of dividends paid on common shares, (iii) $246,250,000 for the redemption of preferred shares, (iv) $95,055,000 of distributions to noncontrolling interests, (v) $64,006,000 of dividends paid on preferred shares, (vi) $30,846,000 of debt issuance and other costs, and (vii) $186,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings and other, partially offset by (viii) $2,000,604,000 of proceeds from borrowings, (ix) $11,900,000 of contributions from noncontrolling interests and (x) $7,020,000 of proceeds received from the exercise of employee share options.

Liquidity and Capital Resources – continued

Capital Expenditures for the Nine Months Ended September 30, 2016

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

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

(Amounts in thousands)			Total		New York		Washington, DC		Other
Expenditures to maintain assets			$	68,381	$	39,001	$	14,080	$	15,300
Tenant improvements				62,556		48,175		8,638		5,743
Leasing commissions				30,462		26,214		2,943		1,305
Non-recurring capital expenditures				27,503		20,224		6,052		1,227
Total capital expenditures and leasing commissions (accrual basis)				188,902		133,614		31,713		23,575
Adjustments to reconcile to cash basis:
		Expenditures in the current year applicable to prior periods		199,260		100,542		64,174		34,544
		Expenditures to be made in future periods for the current period		(80,348)		(63,919)		(13,550)		(2,879)
Total capital expenditures and leasing commissions (cash basis)			$	307,814	$	170,237	$	82,337	$	55,240

Tenant improvements and leasing commissions:
	Per square foot per annum		$	6.42	$	7.02	$	4.52	$	n/a
	Percentage of initial rent			10.2%		8.9%		11.3%		n/a

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2016

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

We are constructing a residential condominium tower containing 397,000 salable square feet on our 220 Central Park South development site. The incremental development cost of this project is estimated to be approximately $1.3 billion, of which $534,920,000 has been expended as of September 30, 2016.

We are developing The Bartlett, a 699-unit residential project in Pentagon City, which is expected to be completed in 2016. The project will include a 40,000 square foot Whole Foods Market at the base of the building. The incremental development cost of this project is estimated to be approximately $250,000,000, of which $219,153,000 has been expended as of September 30, 2016.

We are developing a 173,000 square foot Class-A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan (55.0% owned). The incremental development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000. As of September 30, 2016 , $24,284,000 has been expended, of which our share is $13,356,000.

We are developing 61 Ninth Avenue, located on the Southwest corner of Ninth Avenue and 15th Street in the West Chelsea submarket of Manhattan. In February 2016, the venture purchased an adjacent five story loft building and air rights in exchange for a 10% common and preferred equity interest in the venture valued at $19,400,000, which reduced our ownership interest to 45.1% from 50.1%. The venture’s current plans are to construct an office building, with retail at the base, of approximately 167,000 square feet. The incremental development cost of this project is estimated to be approximately $150,000,000, of which our share is $68,000,000. As of September 30, 2016 , $26,169,000 has been expended, of which our share is $11,802,000.

Liquidity and Capital Resources – continued

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2016 - continued

We are developing 606 Broadway, a 33,000 square foot office and retail building, located on Houston Street in Manhattan (50.0% owned). The venture’s incremental development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of September 30, 2016 , $16,382,000 has been expended, of which our share is $8,191,000.

We plan to demolish two adjacent Washington, DC office properties, 1726 M Street and 1150 17th Street in 2016 and replace them in the future with a new 335,000 square foot Class A office building, to be addressed 1700 M Street. The incremental development cost of the project is estimated to be approximately $170,000,000.

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

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

Below is a summary of development and redevelopment expenditures incurred in the nine months ended September 30, 2016. These expenditures include interest of $24,822,000, payroll of $9,475,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $45,316,000, that were capitalized in connection with the development and redevelopment of these projects.


(Amounts in thousands)	Total		New York		Washington, DC		Other
220 Central Park South	$	213,170	$	-	$	-	$	213,170
The Bartlett		62,093		-		62,093		-
90 Park Avenue		28,288		28,288		-		-
640 Fifth Avenue		23,415		23,415		-		-
theMART		21,613		-		-		21,613
2221 South Clark Street (residential conversion)		14,408		-		14,408		-
Penn Plaza		10,195		10,195		-		-
Wayne Towne Center		7,910		-		-		7,910
330 West 34th Street		3,968		3,968		-		-
Other		41,581		8,165		31,754		1,662
	$	426,641	$	74,031	$	108,255	$	244,355

Liquidity and Capital Resources – continued

Cash Flows for the Nine Months Ended September 30, 2015

Our cash and cash equivalents were $788,137,000 at September 30, 2015, a $410,340,000 decrease over the balance at December 31, 2014. The decrease is primarily due to cash flows from investing and financing activities, partially offset by cash flows from operating activities, as discussed below.

Cash flows provided by operating activities of $443,525,000 was comprised of (i) net income of $575,886,000, (ii) return of capital from real estate fund investments of $91,036,000, (iii) distributions of income from partially owned entities of $51,650,000, and (iv) $10,350,000 of non-cash adjustments, which include depreciation and amortization expense, the reversal of allowance for deferred tax assets, the effect of straight-lining of rental income, equity in net loss from partially owned entities, real estate impairment losses, and net gain on disposition of wholly owned and partially owned assets, partially offset by (v) the net change in operating assets and liabilities of $285,397,000 (including the acquisition of real estate fund investments of $95,010,000).

Net cash used in investing activities of $480,383,000 was comprised of (i) $388,565,000 of acquisitions of real estate and other, (ii) $339,586,000 of development costs and construction in progress, (iii) $207,845,000 of additions to real estate, (iv) $144,890,000 of investments in partially owned entities, and (v) $25,845,000 of investments in loans receivable and other, partially offset by (vi) $375,850,000 of proceeds from sales of real estate and related investments, (vii) $201,895,000 of changes in restricted cash, (viii) $31,822,000 of capital distributions from partially owned entities, and (ix) $16,781,000 of proceeds from sales and repayments of mortgage and mezzanine loans receivable and other.

Net cash used in financing activities of $373,482,000 was comprised of (i) $2,539,677,000 for the repayments of borrowings, (ii) $355,945,000 of dividends paid on common shares, (iii) $225,000,000 of distributions in connection with the spin-off of UE, (iv) $93,738,000 of distributions to noncontrolling interests, (v) $60,213,000 of dividends paid on preferred shares, (vi) $37,467,000 of debt issuance costs, and (vii) $4,900,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings, partially offset by (viii) $2,876,460,000 of proceeds from borrowings, (ix) $51,725,000 of contributions from noncontrolling interests, and (x) $15,273,000 of proceeds received from the exercise of employee share options.

Liquidity and Capital Resources – continued

Capital Expenditures for the Nine Months Ended September 30, 2015

Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to the cash expended in the nine months ended September 30, 2015.

(Amounts in thousands)			Total		New York		Washington, DC		Other
Expenditures to maintain assets			$	76,461	$	41,796	$	14,722	$	19,943
Tenant improvements				128,271		50,702		45,837		31,732
Leasing commissions				40,661		26,909		5,792		7,960
Non-recurring capital expenditures				101,517		67,623		32,762		1,132
Total capital expenditures and leasing commissions (accrual basis)				346,910		187,030		99,113		60,767
Adjustments to reconcile to cash basis:
		Expenditures in the current year applicable to prior periods		100,704		50,013		27,029		23,662
		Expenditures to be made in future periods for the current period		(196,872)		(99,269)		(70,128)		(27,475)
Total capital expenditures and leasing commissions (cash basis)			$	250,742	$	137,774	$	56,014	$	56,954

Tenant improvements and leasing commissions:
	Per square foot per annum		$	9.13	$	11.81	$	6.68	$	n/a
	Percentage of initial rent			11.2%		9.2%		17.0%		n/a

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2015

Below is a summary of development and redevelopment expenditures incurred in the nine months ended September 30, 2015. These expenditures include interest of $48,817,000, payroll of $3,557,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $68,003,000, that were capitalized in connection with the development and redevelopment of these projects.

(Amounts in thousands)	Total		New York		Washington, DC		Other
220 Central Park South	$	98,680	$	-	$	-	$	98,680
The Bartlett		72,309		-		72,309		-
330 West 34th Street		25,707		25,707		-		-
90 Park Avenue		20,430		20,430		-		-
Marriott Marquis Times Square - retail and signage		19,069		19,069		-		-
Wayne Towne Center		17,827		-		-		17,827
2221 South Clark Street (residential conversion)		14,478		-		14,478		-
640 Fifth Avenue		11,603		11,603		-		-
Penn Plaza		11,003		11,003		-		-
251 18th Street		4,863		-		4,863		-
S. Clark Street/12th Street		3,120		-		3,120		-
608 Fifth Avenue		2,527		2,527		-		-
Other		37,970		4,932		17,969		15,069
	$	339,586	$	95,271	$	112,739	$	131,576

Liquidity and Capital Resources – continued

Other Commitments and Contingencies

As of September 30, 2016, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $66,000,000.

As of September 30, 2016, we have construction commitments aggregating approximately $687,000,000.

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 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 net income and should not be considered an alternative to net income as a performance measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 20 – Income per Share , in our consolidated financial statements on page 26 of this Quarterly Report on Form 10-Q.

FFO for the Three and Nine Months Ended September 30, 2016 and 2015

FFO attributable to common shareholders plus assumed conversions was $225,529,000, or $1.19 per diluted share for the three months ended September 30, 2016, compared to $236,039,000, or $1.25 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $658,880,000, or $3.47 per diluted share for the nine months ended September 30, 2016, compared to $779,506,000, or $4.11 per diluted share, for the prior year’s nine months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.

(Amounts in thousands, except per share amounts)			For the Three Months Ended				For the Nine Months Ended
			September 30,				September 30,
			2016		2015		2016		2015
Reconciliation of our net income to FFO:
Net income attributable to common shareholders			$	66,125	$	198,870	$	172,425	$	449,114
	Per diluted share		$	0.35	$	1.05	$	0.91	$	2.37

FFO adjustments:
Depreciation and amortization of real property			$	130,892	$	134,623	$	398,231	$	382,175
Net gains on sale of real estate				-		(135,557)		(161,721)		(146,424)
Real estate impairment losses				-		-		160,700		256
Proportionate share of adjustments to equity in net income (loss) of
	partially owned entities to arrive at FFO:
		Depreciation and amortization of real property		40,281		38,131		117,635		106,685
		Net gains on sale of real estate		(2,522)		-		(2,841)		(4,513)
		Real estate impairment losses		1,134		2,313		5,536		12,617
				169,785		39,510		517,540		350,796
Noncontrolling interests' share of above adjustments				(10,403)		(2,364)		(31,872)		(20,473)
FFO adjustments, net			$	159,382	$	37,146	$	485,668	$	330,323

FFO attributable to common shareholders			$	225,507	$	236,016	$	658,093	$	779,437
Convertible preferred share dividends				22		23		65		69
Earnings allocated to Out-Performance Plan units				-		-		722		-
FFO attributable to common shareholders plus assumed conversions			$	225,529	$	236,039	$	658,880	$	779,506
	Per diluted share		$	1.19	$	1.25	$	3.47	$	4.11

Reconciliation of Weighted Average Shares
Weighted average common shares outstanding		188,901	188,504	188,778	188,291
Effect of dilutive securities:
	Employee stock options and restricted share awards	1,147	1,032	1,067	1,187
	Convertible preferred shares	42	45	42	46
	Out-Performance Plan units	-	-	242	-
Denominator for FFO per diluted share		190,090	189,581	190,129	189,524

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

(Amounts in thousands, except per share amounts)			2016					2015
					Weighted	Effect of 1%				Weighted
			September 30,		Average	Change In		December 31,		Average
			Balance		Interest Rate	Base Rates		Balance		Interest Rate
Consolidated debt:
	Variable rate		$	3,773,523	2.25%	$	37,735	$	3,995,704	2.00%
	Fixed rate			7,535,606	3.88%		-		7,206,634	4.21%
			$	11,309,129	3.34%		37,735	$	11,202,338	3.42%
Pro rata share of debt of non-consolidated
	entities (non-recourse):
	Variable rate – excluding Toys "R" Us, Inc.		$	1,122,472	2.34%		11,225	$	485,160	1.97%
	Variable rate – Toys "R" Us, Inc.			1,046,564	6.36%		10,466		1,164,893	6.61%
	Fixed rate (including $700,962 and $661,513
		of Toys "R" Us, Inc. debt in 2016 and 2015)		2,496,406	6.13%		-		2,782,025	6.37%
			$	4,665,442	5.27%		21,691	$	4,432,078	5.95%
Noncontrolling interests’ share of above							(3,643)
Total change in annual net income						$	55,783
Per share-diluted						$	0.29

We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of September 30, 2016, we have an interest rate swap on a $414,000,000 mortgage loan on Two Penn Plaza that swapped the rate from LIBOR plus 1.65% (2.17% at September 30, 2016) to a fixed rate of 4.78% through March 2018 and an interest swap on a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (2.12% at September 30, 2016) to a fixed rate of 3.15% through December 2020.

In connection with the $700,000,000 refinancing of 770 Broadway, we entered into an interest rate swap from LIBOR plus 1.75% (2.28% at September 30, 2016) to a fixed rate of 2.56% through September 2020.

Fair Value of Debt

The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of September 30, 2016, the estimated fair value of our consolidated debt was $10,758,000,000.

Item 4. Controls and Procedures

Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2016, such disclosure controls and procedures were effective.

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

SIGNATURES

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

		VORNADO REALTY TRUST
		(Registrant)


Date: October 31, 2016	By:	/s/ Stephen W. Theriot
		Stephen W. Theriot, Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

	EXHIBIT INDEX

Exhibit No.


	15.1	-	Letter regarding Unaudited Interim Financial Information

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

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

	32.1	-	Section 1350 Certification of the Chief Executive Officer

	32.2	-	Section 1350 Certification of the Chief Financial Officer

	101.INS	-	XBRL Instance Document

	101.SCH	-	XBRL Taxonomy Extension Schema

	101.CAL	-	XBRL Taxonomy Extension Calculation Linkbase

	101.DEF	-	XBRL Taxonomy Extension Definition Linkbase

	101.LAB	-	XBRL Taxonomy Extension Label Linkbase

	101.PRE	-	XBRL Taxonomy Extension Presentation Linkbase

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

VNO 10-Q Quarter ended Sept. 30, 2016

1. Organization

2. Basis of Presentation

3. Recently Issued Accounting Literature

3. Recently Issued Accounting Literature - continued

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

14. Variable Interest Entities

15. Fair Value Measurements

15. Fair Value Measurements – continued

15. Fair Value Measurements – continued

Overview

Overview – continued

Quarter Ended September 30, 2016 Financial Results Summary

Nine Months Ended September 30, 2016 Financial Results Summary

Overview – continued

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015

Revenues

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Expenses

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Income (Loss) from Partially Owned Entities

Income from Real Estate Fund Investments

Interest and Other Investment Income, net

Interest and Debt Expense

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

Income Tax Expense

Income from Discontinued Operations

Preferred Share Dividends

Preferred Share Issuance Costs

Results of Operations – Three Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Same Store EBITDA

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015

Revenues

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Expenses

Income (Loss) from Partially Owned Entities

Income from Real Estate Fund Investments

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Interest and Other Investment Income, net

Interest and Debt Expense

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

Income Tax (Expense) Benefit

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Income from Discontinued Operations

Preferred Share Dividends

Preferred Share Issuance Costs

Results of Operations – Nine Months Ended September 30, 2016 Compared to September 30, 2015 - continued

Same Store EBITDA

Reconciliation of EBITDA to Same Store EBITDA – Three Months Ended September 30, 2016 Compared to June 30, 2016

SUPPLEMENTAL INFORMATION – CONTINUED

Capital Expenditures for the Nine Months Ended September 30, 2016

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2016

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2016 - continued

Cash Flows for the Nine Months Ended September 30, 2015

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2015

Funds From Operations (“FFO”)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Fair Value of Debt

PART II. OTHER INFORMATION

SIGNATURES