Vornado Realty Trust (VNO) 10-Q 2013 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended:    March 31, 2013

Or

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

For the transition period from: to

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 x No o 

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 x No o 

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.

x Large Accelerated Filer	o Accelerated Filer
o Non-Accelerated Filer (Do not check if smaller reporting company)	o 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 o No x 

As of March 31, 2013, 186,935,027 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
		March 31, 2013 and December 31, 2012	3
		Consolidated Statements of Income (Unaudited) for the
		Three Months Ended March 31, 2013 and 2012	4
		Consolidated Statements of Comprehensive Income (Unaudited)
		for the Three Months Ended March 31, 2013 and 2012	5
		Consolidated Statements of Changes in Equity (Unaudited) for the
		Three Months Ended March 31, 2013 and 2012	6
		Consolidated Statements of Cash Flows (Unaudited) for the
		Three Months Ended March 31, 2013 and 2012	8
		Notes to Consolidated Financial Statements (Unaudited)	10
		Report of Independent Registered Public Accounting Firm	36
	Item 2.	Management's Discussion and Analysis of Financial Condition
		and Results of Operations	37
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
	Item 4.	Controls and Procedures	63
PART II.		Other Information:
	Item 1.	Legal Proceedings	64
	Item 1A.	Risk Factors	64
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
	Item 3.	Defaults Upon Senior Securities	64
	Item 4.	Mine Safety Disclosures	64
	Item 5.	Other Information	64
	Item 6.	Exhibits	64
SIGNATURES			65
EXHIBIT INDEX			66

2

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except share and per share amounts)			March 31,		December 31,
ASSETS			2013		2012
Real estate, at cost:
	Land		$	4,798,418	$	4,797,773
	Buildings and improvements			12,509,959		12,496,660
	Development costs and construction in progress			953,162		920,654
	Leasehold improvements and equipment			131,535		130,077
		Total		18,393,074		18,345,164
	Less accumulated depreciation and amortization			(3,181,760)		(3,087,561)
Real estate, net				15,211,314		15,257,603
Cash and cash equivalents				585,823		960,319
Restricted cash				168,379		183,256
Marketable securities				382,987		398,188
Tenant and other receivables, net of allowance for doubtful accounts of $34,607 and $37,674				144,204		195,718
Investments in partially owned entities				1,198,016		1,226,256
Investment in Toys "R" Us				474,466		478,041
Real Estate Fund investments				571,306		600,786
Mortgage and mezzanine loans receivable				225,221		225,359
Receivable arising from the straight-lining of rents, net of allowance of $3,678 and $3,165				777,608		760,699
Deferred leasing and financing costs, net of accumulated amortization of $233,769 and $224,509				411,130		407,745
Identified intangible assets, net of accumulated amortization of $363,211 and $350,162				393,771		424,038
Assets related to discontinued operations				260,798		565,962
Other assets				321,104		381,079
			$	21,126,127	$	22,065,049
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable			$	9,063,084	$	8,663,326
Senior unsecured notes				1,358,095		1,358,008
Revolving credit facility debt				-		1,170,000
Accounts payable and accrued expenses				426,621		484,746
Deferred revenue				586,237		597,380
Deferred compensation plan				109,483		105,200
Deferred tax liabilities				15,453		15,305
Liabilities related to discontinued operations				103,609		420,508
Other liabilities				447,853		402,280
	Total liabilities			12,110,435		13,216,753
Commitments and contingencies
Redeemable noncontrolling interests:
	Class A units - 11,347,226 and 11,215,682 units outstanding			949,082		898,152
	Series D cumulative redeemable preferred units - 1,800,001 units outstanding			46,000		46,000
		Total redeemable noncontrolling interests		995,082		944,152
Vornado shareholders' equity:
	Preferred shares of beneficial interest: no par value per share; authorized 110,000,000
		shares; issued and outstanding 52,684,609 and 51,184,609 shares		1,277,719		1,240,278
	Common shares of beneficial interest: $.04 par value per share; authorized
		250,000,000 shares; issued and outstanding 186,935,027 and 186,734,711 shares		7,447		7,440
	Additional capital			7,167,959		7,195,438
	Earnings less than distributions			(1,479,296)		(1,573,275)
	Accumulated other comprehensive income (loss)			120,953		(18,946)
		Total Vornado shareholders' equity		7,094,782		6,850,935
Noncontrolling interests in consolidated subsidiaries				925,828		1,053,209
	Total equity			8,020,610		7,904,144
			$	21,126,127	$	22,065,049
See notes to consolidated financial statements (unaudited).

3

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
		For the Three
		Months Ended March 31,
(Amounts in thousands, except per share amounts)		2013		2012
REVENUES:
	Property rentals	$	534,635	$	510,111
	Tenant expense reimbursements		77,013		70,793
	Cleveland Medical Mart development project		12,143		55,059
	Fee and other income		97,225		33,278
Total revenues			721,016		669,241
EXPENSES:
	Operating		260,569		246,746
	Depreciation and amortization		142,354		131,541
	General and administrative		54,582		55,290
	Cleveland Medical Mart development project		11,374		52,761
	Acquisition related costs		601		685
Total expenses			469,480		487,023
Operating income			251,536		182,218
Income applicable to Toys "R" Us			1,759		116,471
Income from partially owned entities			20,766		19,660
Income from Real Estate Fund			16,564		11,762
Interest and other investment (loss) income, net			(49,074)		15,665
Interest and debt expense			(121,888)		(130,059)
Net loss on disposition of wholly owned and partially owned assets			(36,724)		-
Income before income taxes			82,939		215,717
Income tax expense			(1,073)		(6,825)
Income from continuing operations			81,866		208,892
Income from discontinued operations			207,061		71,372
Net income			288,927		280,264
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(11,286)		(9,597)
	Operating Partnership		(13,933)		(15,271)
	Preferred unit distributions of the Operating Partnership		(786)		(3,874)
Net income attributable to Vornado			262,922		251,522
Preferred share dividends			(21,702)		(17,787)
Preferred share redemptions			(9,230)		-
NET INCOME attributable to common shareholders		$	231,990	$	233,735
INCOME PER COMMON SHARE - BASIC:
	Income from continuing operations, net	$	0.20	$	0.90
	Income from discontinued operations, net		1.04		0.36
	Net income per common share	$	1.24	$	1.26
	Weighted average shares outstanding		186,752		185,370
INCOME PER COMMON SHARE - DILUTED:
	Income from continuing operations, net	$	0.20	$	0.90
	Income from discontinued operations, net		1.04		0.35
	Net income per common share	$	1.24	$	1.25
	Weighted average shares outstanding		187,529		191,886
DIVIDENDS PER COMMON SHARE		$	0.73	$	0.69
See notes to consolidated financial statements (unaudited).

4

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
			For the Three
			Months Ended March 31,
(Amounts in thousands)			2013		2012
Net income			$	288,927	$	280,264
Other comprehensive income (loss):
	Change in unrealized net gain on securities available-for-sale			148,789		12,693
	Pro rata share of other comprehensive loss of
		nonconsolidated subsidiaries		(3,647)		(21,944)
	Change in value of interest rate swap			2,523		2,386
	Other			533		(123)
Comprehensive income				437,125		273,276
Less comprehensive income attributable to noncontrolling interests				(34,304)		(28,309)
Comprehensive income attributable to Vornado			$	402,821	$	244,967
See notes to consolidated financial statements (unaudited).

5

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
																	Non-
															Accumulated		controlling
(Amounts in thousands)													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income (Loss)		Subsidiaries		Equity
Balance, December 31, 2011				42,187	$	1,021,660		185,080	$	7,373	$	7,127,258	$	(1,401,704)	$	73,729	$	680,131	$	7,508,447
Net income				-		-		-		-		-		251,522		-		9,597		261,119
Dividends on common shares				-		-		-		-		-		(127,973)		-		-		(127,973)
Dividends on preferred shares				-		-		-		-		-		(17,787)		-		-		(17,787)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		158		6		13,022		-		-		-		13,028
	Under employees' share
		option plan		-		-		389		16		7,562		(16,389)		-		-		(8,811)
	Under dividend reinvestment plan			-		-		5		-		411		-		-		-		411
Distributions:
	Real Estate Fund			-		-		-		-		-		-		-		(21,856)		(21,856)
Conversion of Series A preferred
	shares to common shares			(2)		(105)		3		-		105		-		-		-		-
Deferred compensation shares
	and options			-		-		7		1		5,915		(339)		-		-		5,577
Change in unrealized net gain
	on securities available-for-sale			-		-		-		-		-		-		12,693		-		12,693
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(21,944)		-		(21,944)
Change in value of interest rate swap				-		-		-		-		-		-		2,386		-		2,386
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		(96,061)		-		-		-		(96,061)
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		433		-		433
Other				-		-		-		-		-		-		(123)		(2)		(125)
Balance, March 31, 2012				42,185	$	1,021,555		185,642	$	7,396	$	7,058,212	$	(1,312,670)	$	67,174	$	667,870	$	7,509,537
See notes to consolidated financial statements (unaudited).

6

VORNADO REALTY TRUST
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
																	Non-
															Accumulated		controlling
(Amounts in thousands)													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income (Loss)		Subsidiaries		Equity
Balance, December 31, 2012				51,185	$	1,240,278		186,735	$	7,440	$	7,195,438	$	(1,573,275)	$	(18,946)	$	1,053,209	$	7,904,144
Net income				-		-		-		-		-		262,922		-		11,286		274,208
Dividends on common shares				-		-		-		-		-		(136,342)		-		-		(136,342)
Dividends on preferred shares				-		-		-		-		-		(21,702)		-		-		(21,702)
Issuance of Series L preferred shares				12,000		290,710		-		-		-		-		-		-		290,710
Redemption of Series F and Series H
	preferred shares			(10,500)		(253,269)		-		-		-		-		-		-		(253,269)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		162		5		13,399		-		-		-		13,404
	Under employees' share
		option plan		-		-		27		1		1,175		-		-		-		1,176
	Under dividend reinvestment plan			-		-		5		-		433		-		-		-		433
Contributions:
	Real Estate Fund			-		-		-		-		-		-		-		10,251		10,251
	Other			-		-		-		-		-		-		-		14,316		14,316
Distributions:
	Real Estate Fund			-		-		-		-		-		-		-		(43,145)		(43,145)
	Other			-		-		-		-		-		-		-		(120,051)		(120,051)
Deferred compensation shares
	and options			-		-		6		1		2,512		(305)		-		-		2,208
Change in unrealized net gain on
	securities available-for-sale			-		-		-		-		-		-		148,789		-		148,789
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(3,647)		-		(3,647)
Change in value of interest rate swap				-		-		-		-		-		-		2,523		-		2,523
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		(44,998)		-		-		-		(44,998)
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		(8,299)		-		(8,299)
Preferred share redemptions				-		-		-		-		-		(9,230)		-		-		(9,230)
Other				-		-		-		-		-		(1,364)		533		(38)		(869)
Balance, March 31, 2013				52,685	$	1,277,719		186,935	$	7,447	$	7,167,959	$	(1,479,296)	$	120,953	$	925,828	$	8,020,610
See notes to consolidated financial statements (unaudited).

7

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
			For the Three Months Ended
			March 31,
			2013		2012
(Amounts in thousands)
Cash Flows from Operating Activities:
Net income			$	288,927	$	280,264
Adjustments to reconcile net income to net cash provided by operating activities:
	Net gains on sale of real estate			(202,329)		(55,817)
	Depreciation and amortization (including amortization of deferred financing costs)			148,918		145,304
	Return of capital from Real Estate Fund investments			56,664		-
	Non-cash impairment loss on J.C. Penney owned shares			39,487		-
	Net loss on disposition of wholly owned and partially owned assets			36,724		-
	Equity in net income of partially owned entities, including Toys “R” Us			(22,525)		(136,131)
	Loss (income) from the mark-to-market of J.C. Penney derivative position			22,540		(1,045)
	Straight-lining of rental income			(18,868)		(21,808)
	Other non-cash adjustments			18,569		7,795
	Amortization of below-market leases, net			(16,815)		(13,813)
	Net unrealized gain on Real Estate Fund investments			(13,516)		(6,844)
	Distributions of income from partially owned entities			10,627		14,194
	Impairment losses			1,514		-
	Changes in operating assets and liabilities:
		Real Estate Fund investments		(13,668)		28,980
		Accounts receivable, net		51,514		(19,386)
		Prepaid assets		67,814		51,202
		Other assets		(15,326)		(9,245)
		Accounts payable and accrued expenses		(21,908)		40,609
		Other liabilities		(3,416)		2,844
Net cash provided by operating activities				414,927		307,103
Cash Flows from Investing Activities:
	Proceeds from sales of real estate and related investments			499,369		306,022
	Proceeds from sales of marketable securities			160,300		-
	Funding of J.C. Penney derivative collateral			(58,522)		-
	Return of J.C. Penney derivative collateral			38,900		-
	Additions to real estate			(57,460)		(44,052)
	Investments in partially owned entities			(39,892)		(46,732)
	Development costs and construction in progress			(35,334)		(20,614)
	Restricted cash			14,149		(19,355)
	Distributions of capital from partially owned entities			5,544		4,203
	Proceeds from repayments of mezzanine loans and other			631		554
	Acquisitions of real estate and other			-		(21,054)
	Proceeds from the repayment of loan to officer			-		13,123
Net cash provided by investing activities				527,685		172,095
See notes to consolidated financial statements (unaudited).

8

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
			For the Three Months Ended
			March 31,
			2013		2012
(Amounts in thousands)
Cash Flows from Financing Activities:
	Repayments of borrowings		$	(2,529,836)	$	(884,679)
	Proceeds from borrowings			1,499,375		625,000
	Proceeds from the issuance of preferred shares			290,710		-
	Purchases of outstanding preferred units and shares			(262,500)		-
	Distributions to noncontrolling interests			(172,142)		(34,092)
	Dividends paid on common shares			(136,342)		(127,973)
	Contributions from noncontrolling interests			24,566		-
	Dividends paid on preferred shares			(23,161)		(17,789)
	Debt issuance and other costs			(9,080)		(9,822)
	Proceeds received from exercise of employee share options			1,607		7,997
	Repurchase of shares related to stock compensation agreements and/or related
		tax withholdings		(305)		(30,034)
Net cash used in financing activities				(1,317,108)		(471,392)
Net (decrease) increase in cash and cash equivalents				(374,496)		7,806
Cash and cash equivalents at beginning of period				960,319		606,553
Cash and cash equivalents at end of period			$	585,823	$	614,359
Supplemental Disclosure of Cash Flow Information:
	Cash payments for interest, excluding capitalized interest of $8,260 and $16		$	116,141	$	117,282
	Cash payments for income taxes		$	1,825	$	2,563
Non-Cash Investing and Financing Activities:
	Change in unrealized net gain on securities available-for-sale		$	148,789	$	12,693
	Adjustments to carry redeemable Class A units at redemption value			(44,998)		(96,061)
	Common shares issued upon redemption of Class A units, at redemption value			13,404		13,028
	Write-off of fully depreciated assets			(11,730)		(37,890)
See notes to consolidated financial statements (unaudited).

9

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 substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”).  Vornado is the sole general partner of, and owned approximately 94.0% of the common limited partnership interest in the Operating Partnership at March 31, 2013.  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 intercompany 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 (the “SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, for the year ended December 31, 2012, 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 months ended March 31, 2013 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. 

3.    Recently Issued Accounting Literature

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. 2013-02”).  ASU No. 2013-02 requires additional disclosures regarding significant reclassifications out of each component of accumulated other comprehensive income, including the effect on the respective line items of net income for amounts that are required to be reclassified into net income in their entirety and cross-references to other disclosures providing additional information for amounts that are not required to be reclassified into net income in their entirety.  The adoption of this update on January 1, 2013, did not have a material impact on our consolidated financial statements, but resulted in additional disclosures (see Note 14 - Accumulated Other Comprehensive Income).    

4.    Acquisitions

On December 21, 2012, we acquired a 58.75% interest in Independence Plaza, a three-building 1,328 unit residential complex in the Tribeca submarket of Manhattan.  Our preliminary purchase price allocation was primarily to land ($309,848,000) and building ($527,578,000).  Based on a third party appraisal and additional information about facts and circumstances that existed at the acquisition date, which was obtained subsequent to the acquisition date, we finalized the purchase price allocation and retroactively adjusted our December 31, 2012 consolidated balance sheet.  These adjustments did not have a material impact to our consolidated statement of income for the year ended December 31, 2012.  The following is a summary of our finalized purchase price allocation:

(Amounts in thousands)
Land	$	602,662
Buildings and improvements		252,844
Acquired above-market leases (included in identified intangible assets)		13,115
Acquired in-place leases (included in identified intangible assets)		67,879
Other assets		7,374
Acquired below-market leases (included in deferred revenue)		(99,074)
Purchase price allocation	$	844,800

10

 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

5.     Vornado Capital Partners Real Estate Fund (the “Fund”)

We are the general partner and investment manager of our $800,000,000 Fund, to which we committed $200,000,000.  The Fund has an eight-year term and a three-year investment period,which concludes in July 2013.  During the investment period, the Fund is our exclusive investment vehicle for all investments that fit within its investment parameters, as defined. The Fund is accounted for under the AICPA Investment Company Guide 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.

At March 31, 2013, the Fund had nine investments with an aggregate fair value of $571,306,000, or $81,158,000 in excess of cost, and had remaining unfunded commitments of $257,956,000, of which our share was $64,489,000.  Below is a summary of income from the Fund for the three months ended March 31, 2013 and 2012.

(Amounts in thousands)		For the Three Months Ended March 31,
		2013		2012
Operating income		$	3,048	$	4,918
Net unrealized gains			13,516		6,844
Income from Real Estate Fund			16,564		11,762
Less (income) attributable to noncontrolling interests			(9,540)		(7,933)
Income from Real Estate Fund attributable to Vornado(1)		$	7,024	$	3,829
___________________________________
(1)	Excludes management, leasing and development fees of $682 and $703 for the three months ended March 31, 2013 and 2012, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

6.    Mortgage and Mezzanine Loans Receivable

As of March 31, 2013 and December 31, 2012, the carrying amount of mortgage and mezzanine loans receivable was $225,221,000 and $225,359,000, respectively.  These loans have a weighted average interest rate of 10.3% at March 31, 2013 and December 31, 2012, and have maturities ranging from August 2014 to May 2016. 

On March 27, 2013, we transferred, at par, a 25% participation in a mortgage loan on 701 Seventh Avenue to a third party for $59,375,000 in cash.  We acquired this participation in October 2012, together with a 25% interest in a mezzanine loan on the property.  The transfer did not qualify for sale accounting given our continuing interest in the mezzanine loan.  Accordingly, we continue to include the 25% participation in the mortgage loan in “Mortgage and Mezzanine Loans Receivable” and have recorded a $59,375,000 liability in “Other Liabilities” on our consolidated balance sheet.  Interest income on this participation will be offset by interest expense from the liability.

In the second quarter of 2013, a $50,000,000 mezzanine loan that was scheduled to mature in August 2015, was repaid.  In connection therewith, we received net proceeds of approximately $55,000,000, including prepayment penalties, which resulted in approximately $5,000,000 of income that will be recognized in the second quarter.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7.    Marketable Securities and Derivative Instruments

Our portfolio of marketable securities is comprised of equity securities that are classified as available for sale.  Available for sale securities are presented on our consolidated balance sheets at fair value.  Unrealized gains and losses resulting from the mark-to-market of these securities are included in “other comprehensive income (loss).”  Realized gains and losses are recognized in earnings only upon the sale of the securities and are recorded based on the weighted average cost of such securities.

Investment in J.C. Penney Company, Inc. (“J.C. Penney”) (NYSE: JCP)

On March 4, 2013, we sold 10,000,000 J.C. Penney common shares at a price of $16.03 per share, or $160,300,000 in the aggregate, which resulted in a net loss of $36,800,000, which is included in “net gain on disposition of wholly owned and partially owned assets” on our consolidated statements of income. 

As of March 31, 2013, we own an economic interest in 13,400,000 J.C. Penney common shares, or 6.1% of its outstanding common shares.  Below are the details of our investment.

We own 8,584,010 common shares at a GAAP cost of $19.71, per share, or $169,191,000 in the aggregate.  As of March 31, 2013, based on J.C. Penney’s closing share price of $15.11 per share, these shares have an aggregate fair value of $129,704,000, or $39,487,000 below our GAAP cost.  We have concluded that this decline in value is “other-than temporary” and have recorded a $39,487,000 impairment loss in the first quarter.  Our conclusion was based on the severity of decline in the stock price and our inability to forecast a recovery in the near term.

We also own an economic interest in 4,815,990 common shares through a forward contract at a weighted average strike price of $29.18 per share, or $140,525,000 in the aggregate.  The forward contract may be settled, at our election, in cash or common shares, in whole or in part, at any time prior to October 8, 2022. The counterparty may accelerate settlement, in whole or in part, on October 8, 2014, or any anniversary thereof, or in the event we were to receive a credit downgrade.  The forward contract strike price per share increases at an annual rate of LIBOR plus 95 basis points during the first two years of the contract and LIBOR plus 80 basis points thereafter.  The contract is a derivative instrument that does not qualify for hedge accounting treatment.  Gains and losses from the mark-to-market of the underlying common shares are recognized in “interest and other investment (loss) income, net” on our consolidated statements of income.  In the three months ended March 31, 2013, we recognized a loss of $22,540,000, from the mark-to-market of the underlying common shares, and as of March 31, 2013, have funded $76,002,000 in connection with this derivative position.  In the three months ended March 31, 2012, we recognized income of $1,045,000 from the mark-to-market of the underlying common shares.

As of March 31, 2013, the aggregate economic net loss on our investment in J.C. Penney, including shares sold, was $227,095,000.

Investment in Lexington Realty Trust (“Lexington”) (NYSE: LXP)

Since the inception of our investment in Lexington in 2008, we accounted for it under the equity method of accounting, because of our ability to exercise significant influence over Lexington’s operating and financial policies.  As a result of Lexington’s common share issuances, our ownership interest has been reduced over time from approximately 17.2% to 8.8% as of March 31, 2013.  In the first quarter of 2013, we concluded that we no longer have the ability to exercise significant influence over Lexington’s operating and financial policies, and began accounting for this investment as a marketable equity security – available for sale, in accordance with Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities.   

Below is a summary of our marketable securities portfolio as of March 31, 2013 and December 31, 2012.

		As of March 31, 2013						As of December 31, 2012
				GAAP		Unrealized				GAAP		Unrealized
		Fair Value		Cost		Gain		Fair Value		Cost		Gain
Equity securities:
	Lexington	$	217,934	$	72,549	$	145,385	$	-	$	-	$	-
	J.C. Penney		129,704		129,704		-		366,291		366,291		-
	Other		35,349		12,513		22,836		31,897		12,466		19,431
		$	382,987	$	214,766	$	168,221	$	398,188	$	378,757	$	19,431

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8.    Investments in Partially Owned Entities

Toys “R” Us (“Toys”)

As of March 31, 2013, we own 32.5% of Toys.  We account for our investment in Toys under the equity method and record our share of Toys’ net income or loss on a one-quarter lag basis because Toys’ fiscal year ends on the Saturday nearest January 31, and our fiscal year ends on December 31.  The business of Toys is highly seasonal.  Historically, Toys’ fourth quarter net income accounts for more than 80% of its fiscal year net income.

In the three months ended December 31, 2012, we recorded a $40,000,000 non-cash impairment loss with regards to our investment in Toys and disclosed, that if current facts don’t change, our share of Toys’ undistributed income, which in accordance with the equity method of accounting, would increase the carrying amount of our investment above fair value, would require an offsetting impairment loss.  

In the three months ended March 31, 2013, we recognized our 32.5% share of Toys’ fourth quarter net income of $78,542,000 and a corresponding non-cash impairment loss of the same amount.  Our income applicable to Toys after the impairment loss was $1,759,000, representing management fees earned and received. 

Below is a summary of Toys’ latest available financial information on a purchase accounting basis:

(Amounts in thousands)		Balance as of
Balance Sheet:		February 2, 2013			October 27, 2012
	Assets	$	11,920,000		$	12,953,000
	Liabilities		9,921,000			11,190,000
	Noncontrolling interests		49,000			44,000
	Toys “R” Us, Inc. equity		1,950,000	(1)		1,719,000
		For the Three Months Ended
Income Statement:		February 2, 2013			January 28, 2012
	Total revenues	$	5,770,000		$	5,925,000
	Net income attributable to Toys		241,000			349,000
(1)	As of March 31, 2013, the carrying amount of our investment in Toys is less than our share of Toys' equity by approximately $141,270,000. This basis difference resulted primarily from non-cash impairment losses aggregating $118,542,000 that we recognized in 2012 and 2013. We have allocated the basis difference to Toys' intangible assets (primarily trade names and trademarks). The basis difference is not being amortized and will be recognized upon disposition of our investment.

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

As of March 31, 2013, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity.  We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.  As of March 31, 2013, Alexander’s owed us $45,623,000 in fees under these agreements.

As of March 31, 2013, the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s, based on Alexander’s March 31, 2013 closing share price of $329.69, was $545,330,000, or $373,510,000 in excess of the carrying amount on our consolidated balance sheet.  As of March 31, 2013, 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 $43,595,000.  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.

13

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8.    Investments in Partially Owned Entities – continued

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

Below is a summary of Alexander’s latest available financial information:

(Amounts in thousands)		Balance as of
Balance Sheet:		March 31, 2013		December 31, 2012
	Assets	$	1,485,000	$	1,482,000
	Liabilities		1,150,000		1,150,000
	Stockholders' equity		335,000		332,000
		For the Three Months Ended
Income Statement:		March 31, 2013		March 31, 2012
	Total revenues	$	49,000	$	47,000
	Net income attributable to Alexander’s		14,000		19,000

LNR Property LLC (“LNR”)

At March 31, 2013, we owned a 26.2% interest in LNR and accounted for our investment under the equity method.  We recorded our share of LNR’s net income or loss on a one-quarter lag basis because we filed our consolidated financial statements on Form 10-K and 10-Q prior to receiving LNR’s consolidated financial statements.

Below is a summary of LNR’s latest available financial information:

(Amounts in thousands)		Balance as of
Balance Sheet:		December 31, 2012		September 30, 2012
	Assets	$	92,267,000	$	98,530,000
	Liabilities		91,204,000		97,643,000
	Noncontrolling interests		8,000		8,000
	LNR Property Corporation equity		1,055,000		879,000
		For the Three Months Ended
Income Statement:		December 31, 2012		December 31, 2011
	Total revenues	$	48,000	$	49,000
	Net income attributable to LNR		176,000		51,000

In the three months ended March 31, 2013, we recognized our 26.2% share of LNR’s fourth quarter net income of $18,731,000, which increased the carrying amount of our investment to approximately $241,000,000.  In the second quarter of 2013, LNR was sold for $1.053 billion, and we received net proceeds of approximately $241,000,000 for our interest. Pursuant to the sale agreement, we ceased receiving income as of January 1, 2013.

14

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8.    Investments in Partially Owned Entities – continued

Below is a schedule of our investments in partially owned entities as of March 31, 2013 and December 31, 2012.

			Percentage
(Amounts in thousands)			Ownership at		Balance as of
Investments:			March 31, 2013		March 31, 2013		December 31, 2012
Toys				32.5 %	$	474,466	$	478,041
Alexander’s				32.4 %	$	171,820	$	171,013
Lexington(1)				n/a		-		75,542
LNR (see page 14 for details)				26.2 %		241,377		224,724
India real estate ventures				4.0%-36.5%		94,691		95,516
Partially owned office buildings:
	280 Park Avenue			49.5 %		199,466		197,516
	Rosslyn Plaza			43.7%-50.4%		61,827		62,627
	West 57th Street properties			50.0 %		56,500		57,033
	One Park Avenue			30.3 %		52,238		50,509
	666 Fifth Avenue Office Condominium			49.5 %		37,212		35,527
	330 Madison Avenue			25.0 %		31,581		30,277
	Warner Building			55.0 %		10,118		8,775
	Fairfax Square			20.0 %		5,299		5,368
	Other partially owned office buildings			Various		8,942		9,315
Other investments:
	Downtown Crossing, Boston(2)			50.0 %		46,309		48,122
	Monmouth Mall			50.0 %		7,380		7,205
	Other investments(3)			Various		173,256		147,187
					$	1,198,016	$	1,226,256
(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale(see page 12 for details).
(2)		On April 24, 2013, the joint venture sold the site in Downtown Crossing, Boston, and we received approximately $45,000 for our 50% interest (see note 2 on page 16 for details).
(3)		Includes interests in 85 10th Avenue, Fashion Centre Mall, 50-70 West 93rd Street and others.

15

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8.    Investments in Partially Owned Entities - continued

Below is a schedule of income recognized from investments in partially owned entities for the three months ended March 31, 2013 and 2012.

			Percentage	For the Three Months
(Amounts in thousands)			Ownership	Ended March 31,
Our Share of Net Income (Loss):			March 31, 2013	2013		2012
Toys:			32.5 %
	Equity in net income before income taxes			$	137,888	$	157,387
	Income tax expense				(59,346)		(43,203)
	Equity in net income				78,542		114,184
	Non-cash impairment loss (see page 13 for details)				(78,542)		-
	Management fees				1,759		2,287
				$	1,759	$	116,471
Alexander’s:			32.4 %
	Equity in net income			$	4,589	$	6,132
	Management, leasing and development fees				1,487		1,889
					6,076		8,021
Lexington(1)			n/a		(979)		930
LNR ( see page 14 for details)			26.2 %		18,731		13,250
India real estate ventures			4.0%-36.5%		(767)		(793)
Partially owned office buildings:
	280 Park Avenue		49.5 %		(2,569)		(5,595)
	Warner Building		55.0 %		(2,346)		(3,010)
	666 Fifth Avenue Office Condominium		49.5 %		2,019		1,715
	330 Madison Avenue		25.0 %		1,304		794
	One Park Avenue		30.3 %		457		331
	Rosslyn Plaza		43.7%-50.4%		(446)		158
	1101 17th Street		55.0 %		384		683
	West 57th Street properties		50.0 %		172		313
	Fairfax Square		20.0 %		(45)		(12)
	Other partially owned office buildings		Various		488		527
					(582)		(4,096)
Other investments:
	Downtown Crossing, Boston(2)		50.0 %		(2,374)		(334)
	Monmouth Mall		50.0 %		859		362
	Independence Plaza(3)		n/a		-		1,682
	Other investments(4)		Various		(198)		638
					(1,713)		2,348
				$	20,766	$	19,660
(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale (see page 12 for details).
(2)		On April 24, 2013, the joint venture sold the site in Downtown Crossing, Boston, and we received approximately $45,000 for our 50% interest. In connection therewith we recognized a $2,335 impairment loss in the first quarter.
(3)		In December 2012, we acquired a 58.75% interest in Independence Plaza and began to consolidate the accounts of the property into our consolidated financial statements.
(4)		Includes interests in 85 10th Avenue, Fashion Centre Mall, 50-70 West 93rd Street and others.

16

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8.    Investments in Partially Owned Entities – continued

Below is a summary of the debt of our partially owned entities as of March 31, 2013 and December 31, 2012, none of which is recourse to us.

			Percentage		Interest	100% of
			Ownership at		Rate at	Partially Owned Entities’ Debt at
(Amounts in thousands)			March 31,		March 31,	March 31,		December 31,
			2013	Maturity	2013	2013		2012
Toys:			32.5 %
	Notes, loans and mortgages payable			2013-2021	7.71 %	$	5,294,567	$	5,683,733
Alexander's:			32.4 %
	Mortgages payable			2014-2018	3.85 %	$	1,061,953	$	1,065,916
Lexington(1):
	Mortgages payable			n/a	n/a	$	-	$	1,994,179
LNR (sold in April 2013):			26.2 %
	Mortgages payable			2013-2031	4.62 %	$	383,804	$	309,787
	Liabilities of consolidated CMBS and CDO trusts			n/a	5.38 %		90,735,416		97,211,734
						$	91,119,220	$	97,521,521
Partially owned office buildings:
	666 Fifth Avenue Office Condominium mortgage
		payable	49.5 %	02/19	6.76 %	$	1,124,402	$	1,109,700
	280 Park Avenue mortgage payable		49.5 %	06/16	6.65 %		738,240		738,228
	Warner Building mortgage payable		55.0 %	05/16	6.26 %		292,700		292,700
	One Park Avenue mortgage payable		30.3 %	03/16	5.00 %		250,000		250,000
	330 Madison Avenue mortgage payable		25.0 %	06/15	1.70 %		150,000		150,000
	Fairfax Square mortgage payable		20.0 %	12/14	7.00 %		69,906		70,127
	West 57th Street properties mortgages payable		50.0 %	02/14	4.94 %		20,088		20,434
	1101 17th Street mortgage payable		55.0 %	01/15	1.45 %		31,000		31,000
	Other		Various	Various	6.03 %		76,611		69,704
						$	2,752,947	$	2,731,893
India Real Estate Ventures:
	TCG Urban Infrastructure Holdings mortgages
		payable	25.0 %	2013-2022	13.51 %	$	238,359	$	236,579
Other:
	Monmouth Mall mortgage payable		50.0 %	09/15	5.44 %		159,459		159,896
	Other(2)		Various	Various	5.02 %		990,533		990,647
						$	1,149,992	$	1,150,543
(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale (see page 12 for details).
(2)		Includes interests in Fashion Centre Mall, 50-70 West 93rd Street and others.

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $27,439,213,000 and $29,443,128,000 at March 31, 2013 and December 31, 2012, respectively.  Excluding our pro rata share of LNR’s liabilities related to consolidated CMBS and CDO trusts, which are non-recourse to LNR and its equity holders, including us, our pro rata share of partially owned entities debt was $3,690,125,000 and $3,998,929,000 at March 31, 2013 and December 31, 2012, respectively.

17

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

9.    Discontinued Operations

2013 Activity: 

On January 24, 2013, we completed the sale of the Green Acres Mall located in Valley Stream, New York, for $500,000,000.  The sale resulted in net proceeds of $185,000,000, after repaying the existing loan and closing costs, and a net gain of $202,275,000. 

In the second quarter of 2013, we sold The Plant, a power strip shopping center in San Jose, California, for $203,000,000.  The sale resulted in net proceeds of approximately $98,000,000, after repaying the existing loan and closing costs, and a net gain of approximately $33,000,000, which will be recognized in the second quarter.

In the second quarter of 2013, we sold a retail property in Philadelphia, which is a part of the Gallery at Market Street, for $60,000,000.  The sale resulted in net proceeds of $58,000,000, and a net gain of $33,000,000, which will be recognized in the second quarter.

2012 Activity: 

On January 6, 2012, we completed the sale of 350 West Mart Center, a 1.2 million square foot office building in Chicago, Illinois, for $228,000,000, in cash, which resulted in a net gain of $54,911,000.

In the first quarter of 2012, we sold seven retail properties in separate transactions, for an aggregate of $83,670,000, in cash, which resulted in a net gain aggregating $906,000.

We have reclassified the revenues and expenses of all of the properties discussed above, as well as certain other retail properties that 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 of the periods presented in the accompanying financial statements.  The tables below set forth the assets and liabilities related to discontinued operations at March 31, 2013 and December 31, 2012 and their combined results of operations for the three months ended March 31, 2013 and 2012.  

	Assets Related to				Liabilities Related to
(Amounts in thousands)	Discontinued Operations as of				Discontinued Operations as of
	March 31,		December 31,		March 31,		December 31,
	2013		2012		2013		2012
Retail properties	$	229,081	$	532,463	$	103,609	$	420,508
Other properties		31,717		33,499		-		-
Total	$	260,798	$	565,962	$	103,609	$	420,508
					For the Three Months
(Amounts in thousands)					Ended March 31,
					2013		2012
Total revenues					$	23,686	$	59,934
Total expenses						17,440		44,379
						6,246		15,555
Net gain on sale of Green Acres Mall						202,275		-
Net gain on sale of 350 West Mart Center						-		54,911
Impairment loss						(1,514)		-
Net gains on sale of other real estate						54		906
Income from discontinued operations					$	207,061	$	71,372

18

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

10.    Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily acquired in-place and above-market leases) and liabilities (primarily acquired below-market leases) as of March 31, 2013 and December 31, 2012.

	Balance as of
	March 31,		December 31,
(Amounts in thousands)	2013		2012
Identified intangible assets:
Gross amount	$	756,982	$	774,200
Accumulated amortization		(363,211)		(350,162)
Net	$	393,771	$	424,038
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	906,705	$	904,640
Accumulated amortization		(355,018)		(342,338)
Net	$	551,687	$	562,302

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $16,866,000 and $13,774,000 for the three months ended March 31, 2013 and 2012, 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, 2014 is as follows:

(Amounts in thousands)
2014	$	43,255
2015		40,188
2016		38,130
2017		32,777
2018		29,904

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $25,117,000 and $11,240,000 for the three months ended March 31, 2013 and 2012, 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, 2014 is as follows:

(Amounts in thousands)
2014	$	45,044
2015		39,467
2016		21,002
2017		17,659
2018		12,722

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 $1,198,000 and $344,000 for the three months ended March 31, 2013 and 2012, respectively.  Estimated annual amortization of these below-market leases, net of above-market leases for each of the five succeeding years commencing January 1, 2014 is as follows:

(Amounts in thousands)
2014	$	3,526
2015		3,526
2016		3,526
2017		3,526
2018		3,526

19

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

11.    Debt

The following is a summary of our debt:

				Interest
(Amounts in thousands)				Rate at	Balance at
				March 31,	March 31,		December 31,
Mortgages payable:			Maturity (1)	2013	2013		2012
Fixed rate:
	New York:
		1290 Avenue of the Americas (70% owned)	11/22	3.34 %	$	950,000	$	950,000
		Two Penn Plaza	03/18	5.13 %		425,000		425,000
		666 Fifth Avenue Retail Condominium(2)	03/23	3.61 %		390,000		-
		770 Broadway	03/16	5.65 %		353,000		353,000
		888 Seventh Avenue	01/16	5.71 %		318,554		318,554
		350 Park Avenue	01/17	3.75 %		300,000		300,000
		909 Third Avenue	04/15	5.64 %		198,111		199,198
		828-850 Madison Avenue Retail Condominium	06/18	5.29 %		80,000		80,000
		510 5th Avenue	01/16	5.60 %		31,121		31,253
	Washington, DC:
		Skyline Properties(3)	02/17	5.74 %		715,127		704,957
		River House Apartments	04/15	5.43 %		195,546		195,546
		2101 L Street	08/24	3.97 %		150,000		150,000
		2121 Crystal Drive	03/23	5.51 %		150,000		150,000
		1215 Clark Street, 200 12th Street and 251 18th Street	01/25	7.09 %		105,237		105,724
		Bowen Building	06/16	6.14 %		115,022		115,022
		West End 25	06/21	4.88 %		101,671		101,671
		Universal Buildings	04/14	6.52 %		91,935		93,226
		2011 Crystal Drive	08/17	7.30 %		79,379		79,624
		220 20th Street	02/18	4.61 %		73,618		73,939
		1550 and 1750 Crystal Drive	11/14	7.08 %		73,329		74,053
		2231 Crystal Drive	08/13	7.08 %		40,862		41,298
		1225 Clark Street	08/13	7.08 %		24,442		24,834
	Retail Properties:
		Cross-collateralized mortgages on 40 strip shopping centers	09/20	4.24 %		570,049		573,180
		Bergen Town Center(4)	04/23	3.56 %		300,000		-
		Montehiedra Town Center	07/16	6.04 %		120,000		120,000
		Broadway Mall	07/13	5.30 %		84,497		85,180
		North Bergen (Tonnelle Avenue)	01/18	4.59 %		75,000		75,000
		Las Catalinas Mall	11/13	6.97 %		53,787		54,101
		Other	06/14-05/36	5.12%-7.30%		86,208		86,641
	Other:
		555 California Street (70% owned)	09/21	5.10 %		600,000		600,000
		Merchandise Mart	12/16	5.57 %		550,000		550,000
		Borgata Land	02/21	5.14 %		59,938		60,000
Total fixed rate mortgages payable				4.94 %	$	7,461,433	$	6,771,001
___________________
		See notes on page 22.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

11.    Debt - continued

					Interest
(Amounts in thousands)					Rate at	Balance at
				Spread over	March 31,	March 31,		December 31,
Mortgages payable:			Maturity (1)	LIBOR	2013	2013		2012
Variable rate:
	New York:
		Eleven Penn Plaza	01/19	L+235	2.55 %	$	330,000	$	330,000
		Independence Plaza (58.75% owned)	08/13	L+92	1.15 %		327,375		334,225
		100 West 33rd Street - office & retail	03/17	L+250	2.70 %		325,000		325,000
		4 Union Square South - retail	11/19	L+215	2.35 %		120,000		120,000
		435 Seventh Avenue - retail	08/19	L+225	2.45 %		98,000		98,000
		866 UN Plaza	05/16	L+125	1.45 %		44,978		44,978
	Washington, DC:
		River House Apartments	04/18	n/a(5)	1.63 %		64,000		64,000
		2200 / 2300 Clarendon Boulevard	01/15	L+75	0.95 %		45,841		47,353
		1730 M and 1150 17th Street	06/14	L+140	1.60 %		43,581		43,581
	Retail:
		Cross-collateralized mortgages on 40 strip
		shopping centers(6)	09/20	L+136 (6)	2.36 %		60,000		60,000
		Bergen Town Center(4)	n/a	n/a	n/a		-		282,312
		Other	05/15	L+375	3.96 %		19,126		19,126
	Other:
		220 Central Park South	10/13	L+275	2.95 %		123,750		123,750
	Total variable rate mortgages payable				2.18 %		1,601,651		1,892,325
	Total mortgages payable				4.45 %	$	9,063,084	$	8,663,326
Senior unsecured notes:
	Senior unsecured notes due 2015		04/15		4.25 %	$	499,669	$	499,627
	Senior unsecured notes due 2039(7)		10/39		7.88 %		460,000		460,000
	Senior unsecured notes due 2022		01/22		5.00 %		398,426		398,381
	Total senior unsecured notes				5.70 %	$	1,358,095	$	1,358,008
Unsecured revolving credit facilities:
	$1.25 billion unsecured revolving credit facility		11/16	L+125	-	$	-	$	1,150,000
	$1.25 billion unsecured revolving credit facility
		($22,167 reserved for outstanding letters of credit)(8)	06/18	L+115	-		-		20,000
	Total unsecured revolving credit facilities				-	$	-	$	1,170,000
___________________________
	See notes on the following page.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

11.    Debt - continued

Notes to preceding tabular information (amounts in thousands):
(1)	Represents the extended maturity for certain loans in which we have the unilateral right, ability and intent to extend.
(2)	On February 20, 2013, we completed a $390,000 financing of this property. The 10-year fixed-rate interest only loan bears interest at 3.61%. This property was previously unencumbered.
(3)	In 2012, due to the rising vacancy rate at the Skyline properties (43.4% at March 31, 2013), primarily from the effects of the Base Realignment and Closure statute; insufficient cash flows to pay current obligations, including interest payments to the lender; and the significant amount of capital required to re-tenant these properties, we requested that the mortgage loan be transferred to the special servicer. In connection therewith, we entered into a forbearance agreement with the special servicer, that provides for interest shortfalls to be deferred and added to the principal balance of the loan and not give rise to a loan default. The forbearance agreement was amended on March 28, 2013, to extend its maturity through June 1, 2013. As of March 31, 2013, the deferred interest amounted to $37,127. We continue to negotiate with the special servicer to restructure the terms of the loan.
(4)	On March 25, 2013, we completed a $300,000 financing of this property. The 10-year fixed-rate interest only loan bears interest at 3.56%. The property was previously encumbered by a $282,000 floating-rate loan.
(5)	Interest at the Freddie Mac Reference Note Rate plus 1.53%.
(6)	LIBOR floor of 1.00%.
(7)	May be redeemed at our option in whole or in part beginning on October 1, 2014, at a price equal to the principal amount plus accrued interest.
(8)	On March 28, 2013, we extended this revolving credit facility from June 2015 to June 2017, with two six-month extension options. The interest on the extended facility was reduced from LIBOR plus 135 basis points to LIBOR plus 115 basis points. In addition, the facility fee was reduced from 30 basis points to 20 basis points.

22

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

12.    Redeemable Noncontrolling Interests

Redeemable noncontrolling interests on our consolidated balance sheets represent Operating Partnership units held by third parties and are comprised of Class A units and Series D-15 and D-16 cumulative redeemable preferred units.  Redeemable noncontrolling interests on our consolidated balance sheets 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, 2011	$	1,160,677
Net income		19,145
Distributions		(12,236)
Conversion of Class A units into common shares, at redemption value		(13,028)
Adjustments to carry redeemable Class A units at redemption value		96,061
Other, net		280
Balance at March 31, 2012	$	1,250,899
Balance at December 31, 2012	$	944,152
Net income		14,719
Distributions		(8,946)
Conversion of Class A units into common shares, at redemption value		(13,404)
Adjustments to carry redeemable Class A units at redemption value		44,998
Other, net		13,563
Balance at March 31, 2013	$	995,082

As of March 31, 2013 and December 31, 2012, the aggregate redemption value of redeemable Class A units was $949,082,000 and $898,152,000, 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 $55,097,000 and $55,011,000 as of March 31, 2013 and December 31, 2012, respectively. 

13.    Shareholders’ Equity

On January 25, 2013, we sold 12,000,000 5.40% Series L Cumulative Redeemable Preferred Shares at a price of $25.00 per share in an underwritten public offering pursuant to an effective registration statement.  We retained aggregate net proceeds of $290,710,000, after underwriters’ discounts and issuance costs and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 Series L Preferred Units (with economic terms that mirror those of the Series L Preferred Shares).  Dividends on the Series L Preferred Shares are cumulative and payable quarterly in arrears.  The Series L Preferred Shares are not convertible into, or exchangeable for, any of our properties or securities.  On or after five years from the date of issuance (or sooner under limited circumstances), we may redeem the Series L Preferred Shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the date of redemption.  The Series L Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed by us.

On February 19, 2013, we redeemed all of the outstanding 6.75% Series F Cumulative Redeemable Preferred Shares and 6.75% Series H Cumulative Redeemable Preferred Shares at par, for an aggregate of $262,500,000 in cash, plus accrued and unpaid dividends through the date of redemption.

23

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

14.    Accumulated Other Comprehensive Income

The following table sets forth the changes in accumulated other comprehensive income (loss) (“OCI”) by component.

		For the three months ended March 31, 2013
				Securities		Pro-rata share of		Interest
				available-		non-consolidated		rate
(Amounts in thousands)		Total		for-sale		subsidiaries' OCI		swap		Other
Balance as of December 31, 2012		$	(18,946)	$	19,432	$	11,313	$	(50,065)	$	374
Other comprehensive income (loss)(1)			139,899		148,789		(3,647)		2,523		(7,766)
Balance as of March 31, 2013		$	120,953	$	168,221	$	7,666	$	(47,542)	$	(7,392)
(1)	In the three months ended March 31, 2013, there were no amounts reclassified from accumulated other comprehensive income.

15.  Variable Interest Entities

Consolidated Variable Interest Entities

As of March 31, 2013, we have variable interests in Independence Plaza.  We consolidate this entity because we are deemed to be the primary beneficiary and have the power to direct the activities of the entity that most significantly affect economic performance and the obligation to absorb losses and right to receive benefits that could potentially be significant to the entity.  The table below summarizes the assets and liabilities of the entity.  The liabilities are secured only by the assets of the entity, and are non-recourse to us.

	As of March 31,		As of December 31,
(Amounts in thousands)	2013		2012
Total assets	$	942,780	$	957,730
Total liabilities	$	431,110	$	443,894

Unconsolidated Variable Interest Entities

As of March 31, 2013, we also have a variable interest in the Warner Building.  We do not consolidate this entity because we are not deemed to be the primary beneficiary and the nature of our involvement in the activities of the entity does not give us power over decisions that significantly affect the entity’s economic performance.  We account for our interest in the entity under the equity method of accounting (see Note 8 –Investments in Partially Owned Entities).  As of March 31, 2013 and December 31, 2012, the carrying amount of our investment in this entity was $10,118,000 and $8,775,000, respectively, and our maximum exposure to loss is limited to our investment.   

24

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

16.  Fair Value Measurements

ASC 820, Fair Value Measurement and Disclosures 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 in our consolidated financial statements 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) derivative positions in marketable equity securities, (v) interest rate swaps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units).  The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy at March 31, 2013 and December 31, 2012, respectively.

		As of March 31, 2013
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
Marketable securities		$	382,987	$	382,987	$	-	$	-
Real Estate Fund investments (75% of which is attributable to
	noncontrolling interests)		571,306		-		-		571,306
Deferred compensation plan assets (included in other assets)			109,483		44,473		-		65,010
J.C. Penney derivative position (included in other assets)(1)			8,247		-		8,247		-
	Total assets	$	1,072,023	$	427,460	$	8,247	$	636,316
Mandatorily redeemable instruments (included in other liabilities)		$	55,097	$	55,097	$	-	$	-
Interest rate swap (included in other liabilities)			47,547		-		47,547		-
	Total liabilities	$	102,644	$	55,097	$	47,547	$	-
(1) Represents the cash deposited with the counterparty in excess of the mark-to-market loss on the derivative position.
		As of December 31, 2012
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
Marketable securities		$	398,188	$	398,188	$	-	$	-
Real Estate Fund investments (75% of which is attributable to
	noncontrolling interests)		600,786		-		-		600,786
Deferred compensation plan assets (included in other assets)			105,200		42,569		-		62,631
J.C. Penney derivative position (included in other assets)(1)			11,165		-		11,165		-
	Total assets	$	1,115,339	$	440,757	$	11,165	$	663,417
Mandatorily redeemable instruments (included in other liabilities)		$	55,011	$	55,011	$	-	$	-
Interest rate swap (included in other liabilities)			50,070		-		50,070		-
	Total liabilities	$	105,081	$	55,011	$	50,070	$	-
(1) Represents the cash deposited with the counterparty in excess of the mark-to-market loss on the derivative position.

25

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

16.  Fair Value Measurements – continued

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

Real Estate Fund Investments

At March 31, 2013, our Real Estate Fund had nine investments with an aggregate fair value of $571,306,000, or $81,158,000 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 1.3 to 7.3 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, which are derived from original underwriting assumptions, 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 Fund investments at March 31, 2013.

			Weighted Average
			(based on fair
Unobservable Quantitative Input		Range	value of investments)
	Discount rates	12.5% to 19.0%	14.4 %
	Terminal capitalization rates	5.3% to 6.3%	5.8 %

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 Fund investments that are classified as Level 3, for the three months ended March 31, 2013 and 2012.

	Real Estate Investments
	For the Three Months Ended March 31,
(Amounts in thousands)	2013		2012
Beginning balance	$	600,786	$	346,650
Purchases		13,668		-
Sales/Returns		(56,664)		(31,052)
Unrealized gains		13,516		6,844
Other, net		-		2,072
Ending balance	$	571,306	$	324,514

26

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

16.  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 months ended March 31, 2013 and 2012. 

	Deferred Compensation Plan Assets
	For the Three Months Ended March 31,
(Amounts in thousands)	2013		2012
Beginning balance	$	62,631	$	56,221
Purchases		2,707		3,611
Sales		(2,697)		(3,395)
Realized and unrealized gains		1,354		2,392
Other, net		1,015		52
Ending balance	$	65,010	$	58,881

Fair Value Measurements on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of our investment in Toys “R” Us and real estate assets that have been written-down to estimated fair value during 2013 and 2012.  The fair values of these assets are determined using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity.  Generally, we consider multiple valuation techniques when measuring fair values but in certain circumstances, a single valuation technique may be appropriate.  The tables below aggregate the fair values of these assets by their levels in the fair value hierarchy.

			As of March 31, 2013
(Amounts in thousands)			Total		Level 1		Level 2		Level 3
	Investment in Toys"R" Us		$	474,466	$	-	$	-	$	474,466
			As of December 31, 2012
(Amounts in thousands)			Total		Level 1		Level 2		Level 3
	Investment in Toys"R" Us		$	478,041	$	-	$	-	$	478,041
	Real estate assets			189,529		-		-		189,529
	Condominium units (included in other assets)			52,142		-		-		52,142
		Total assets	$	719,712	$	-	$	-	$	719,712

27

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

16.  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), mortgage and mezzanine loans receivable 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 is classified as Level 1 and the fair value of our mortgage and mezzanine loans receivable is classified as Level 3.  The fair value of our secured and unsecured debt are classified as Level 2.  The table below summarizes the carrying amounts and fair value of these financial instruments as of March 31, 2013 and December 31, 2012.

			As of March 31, 2013				As of December 31, 2012
			Carrying		Fair		Carrying		Fair
(Amounts in thousands)			Amount		Value		Amount		Value
	Cash equivalents		$	355,650	$	355,650	$	543,000	$	543,000
	Mortgage and mezzanine loans receivable			225,221		230,044		225,359		221,446
			$	580,871	$	585,694	$	768,359	$	764,446
	Debt:
		Mortgages payable	$	9,063,084	$	9,202,000	$	8,663,326	$	8,690,000
		Senior unsecured notes		1,358,095		1,471,000		1,358,008		1,468,000
		Revolving credit facility debt		-		-		1,170,000		1,170,000
			$	10,421,179	$	10,673,000	$	11,191,334	$	11,328,000

17.    Incentive Compensation

Our 2010 Omnibus Share Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, restricted Operating Partnership units and out-performance plan rewards to certain of our employees and officers.  We account for all stock-based compensation in accordance ASC 718, Compensation – Stock Compensation.  Stock-based compensation expense was $7,466,000 and $6,609,000 in the three months ended March 31, 2013 and 2012, respectively.

On March 15, 2013, our Compensation Committee (the “Committee”) approved the 2013 Outperformance Plan, a performance-based equity compensation plan and related form of award agreement (the “2013 OPP”).  Under the 2013 OPP, participants have the opportunity to earn compensation payable in the form of operating partnership units in the second and/or third year during a three-year performance measurement period, if and only if, we outperform a predetermined total shareholder return (“TSR”) and/or outperform the market with respect to relative total TSR.  Awards under our 2013 OPP may be earned if (i) we achieve a TSR greater than 14% over the two-year performance measurement period, or 21% over the three-year performance measurement period (the “Absolute Component”), and/or (ii) we achieve a TSR above that of the SNL US REIT Index (the “Index”) over a two-year or three-year performance measurement period (the “Relative Component”).  To the extent awards would be earned under the Absolute Component but we underperform the Index, such awards earned would be reduced (and potentially fully negated) based on the degree to which we underperform the Index.  In certain circumstances, in the event we outperform the Index but awards would not otherwise be fully earned under the Absolute Component, awards may be increased under the Relative Component.  To the extent awards would otherwise be earned under the Relative Component but we fail to achieve at least a 6% per annum absolute TSR, such awards earned under the Relative Component would be reduced based on our absolute TSR performance, with no awards being earned in the event our TSR during the applicable measurement period is 0% or negative, irrespective of the degree to which we may outperform the Index.  If the designated performance objectives are achieved, OPP Units are also subject to time-based vesting requirements. Awards earned under the 2013 OPP vest 33% in year three, 33% in year four and 34% in year five. Dividends on awards earned accrue during the performance measurement period. In addition, our executive officers (for the purposes of Section 16 of the Exchange Act) are required to hold earned OPP awards for one year following vesting. 

28

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

18.    Fee and Other Income

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

		For the Three Months
(Amounts in thousands)		Ended March 31,
		2013		2012
BMS cleaning fees		$	16,664	$	15,510
Signage revenue			6,481		4,590
Management and leasing fees			5,258		4,754
Lease termination fees(1)			60,026		411
Other income			8,796		8,013
		$	97,225	$	33,278
(1)	On February 6, 2013, we received $124,000,000 pursuant to a settlement agreement with Stop & Shop, which terminates our right to receive $6,000,000 of additional annual rent under a 1992 agreement, for a period potentially through 2031. As a result of this settlement, we collected a $47,900,000 receivable and recognized $59,599,000 of income in the quarter ended March 31, 2013.

Management and leasing fees include management fees from Interstate Properties, a related party, of $202,000 and $199,000 for the three months ended March 31, 2013 and 2012, respectively.  The above table excludes fee income from partially owned entities, which is typically included in “income from partially owned entities” (see Note 8 – Investments in Partially Owned Entities). 

19.     Interest and Other Investment (Loss) Income, Net

The following table sets forth the details of interest and other investment (loss) income:

		For the Three Months
(Amounts in thousands)		Ended March 31,
		2013		2012
Non-cash impairment loss on J.C. Penney owned shares		$	(39,487)	$	-
(Loss) income from the mark-to-market of J.C. Penney derivative position			(22,540)		1,045
Interest on mezzanine loans receivable			5,077		2,851
Mark-to-market of investments in our deferred compensation plan (1)			3,446		4,127
Dividends and interest on marketable securities			2,770		6,247
Other, net			1,660		1,395
		$	(49,074)	$	15,665
__________________________
(1)	This income is entirely offset by the expense resulting from the mark-to-market of the deferred compensation plan liability, which is included in "general and administrative" expense.

20.     Interest and Debt Expense

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

	For the Three Months
(Amounts in thousands)	Ended March 31,
	2013		2012
Interest expense	$	124,726	$	124,647
Amortization of deferred financing costs		5,422		5,428
Capitalized interest		(8,260)		(16)
	$	121,888	$	130,059

29

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

21.    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 and restricted stock and exchangeable senior debentures in 2012.

			For the Three Months
(Amounts in thousands, except per share amounts)			Ended March 31,
			2013		2012
Numerator:
	Income from continuing operations, net of income attributable to noncontrolling interests		$	67,592	$	183,628
	Income from discontinued operations, net of income attributable to noncontrolling interests			195,330		67,894
	Net income attributable to Vornado			262,922		251,522
	Preferred share dividends			(21,702)		(17,787)
	Preferred share redemptions			(9,230)		-
	Net income attributable to common shareholders			231,990		233,735
	Earnings allocated to unvested participating securities			(56)		(69)
	Numerator for basic income per share			231,934		233,666
	Impact of assumed conversions:
		Interest on 3.88% exchangeable senior debentures		-		6,626
		Convertible preferred share dividends		28		29
	Numerator for diluted income per share		$	231,962	$	240,321
Denominator:
	Denominator for basic income per share – weighted average shares			186,752		185,370
	Effect of dilutive securities(1):
		3.88% exchangeable senior debentures		-		5,736
		Employee stock options and restricted share awards		727		730
		Convertible preferred shares		50		50
	Denominator for diluted income per share – weighted average shares and assumed conversions			187,529		191,886
INCOME PER COMMON SHARE – BASIC:
	Income from continuing operations, net		$	0.20	$	0.90
	Income from discontinued operations, net			1.04		0.36
	Net income per common share		$	1.24	$	1.26
INCOME PER COMMON SHARE – DILUTED:
	Income from continuing operations, net		$	0.20	$	0.90
	Income from discontinued operations, net			1.04		0.35
	Net income per common share		$	1.24	$	1.25
(1)		The effect of dilutive securities in the three months ended March 31, 2013 and 2012 excludes an aggregate of 11,997 and 12,943 weighted average common share equivalents, respectively, as their effect was anti-dilutive.

30

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

22.    Commitments and Contingencies

Insurance 

We maintain general liability insurance with limits of $300,000,000 per occurrence and all risk property and rental value insurance with limits of $2.0 billion per occurrence, including coverage for terrorist acts, with sub-limits for certain perils such as floods.  Our California properties have earthquake insurance with coverage of $180,000,000 per occurrence, subject to a deductible in the amount of 5% of the value of the affected property, up to a $180,000,000 annual aggregate.

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 nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by the Terrorism Risk Insurance Program Reauthorization Act.  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.  Coverage for NBCR losses is up to $2.0 billion per occurrence, for which PPIC is responsible for a deductible of $3,200,000 and 15% of the balance of a covered loss and the Federal government is responsible for the remaining 85% of a covered loss.  We are ultimately responsible for any losses 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 future policy years.

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.

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 March 31, 2013, the aggregate dollar amount of these guarantees and master leases is approximately $305,000,000.

At March 31, 2013, $22,167,000 of letters of credit were outstanding under one of our revolving credit facilities.  Our 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 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.

Two of our wholly owned subsidiaries that are contracted to develop and operate the Cleveland Medical Mart and Convention Center, in Cleveland, Ohio, are required to fund $11,500,000, primarily for tenant improvements, and they are responsible for operating expenses and are entitled to the net operating income, if any, upon the completion of development and the commencement of operations.  As of March 31, 2013, our subsidiaries have funded approximately $4,000,000 of the commitment.

As of March 31, 2013, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $169,000,000. 

31

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

23.    Segment Information

As a result of certain organizational changes and asset sales in 2012, the Merchandise Mart segment no longer meets the criteria to be a separate reportable segment; accordingly, effective January 1, 2013, the remaining assets have been reclassified to our Other segment.  We have also reclassified the prior period segment financial results to conform to the current year presentation.  Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ by segment for the three months ended March 31, 2013 and 2012.  

(Amounts in thousands)			For the Three Months Ended March 31, 2013
											Retail
				Total		New York			Washington, DC		Properties			Toys		Other
Property rentals				$	499,237	$	274,650		$	112,272	$	65,134		$	-	$	47,181
Straight-line rent adjustments					18,532		10,326			2,777		1,482			-		3,947
Amortization of acquired below-market
	leases, net				16,866		12,089			506		2,922			-		1,349
Total rentals					534,635		297,065			115,555		69,538			-		52,477
Tenant expense reimbursements					77,013		42,671			10,136		20,633			-		3,573
Cleveland Medical Mart development project					12,143		-			-		-			-		12,143
Fee and other income:
	BMS cleaning fees				16,664		21,022			-		-			-		(4,358)
	Signage revenue				6,481		6,481			-		-			-		-
	Management and leasing fees				5,258		2,064			2,807		479			-		(92)
	Lease termination fees				60,026		58			368		59,599			-		1
	Other income				8,796		715			5,865		577			-		1,639
Total revenues					721,016		370,076			134,731		150,826			-		65,383
Operating expenses					260,569		160,231			47,322		34,695			-		18,321
Depreciation and amortization					142,354		76,234			30,950		16,990			-		18,180
General and administrative					54,582		8,822			6,925		5,415			-		33,420
Cleveland Medical Mart development project					11,374		-			-		-			-		11,374
Acquisition related costs					601		-			-		-			-		601
Total expenses					469,480		245,287			85,197		57,100			-		81,896
Operating income (loss)					251,536		124,789			49,534		93,726			-		(16,513)
Income applicable to Toys					1,759		-			-		-			1,759		-
Income (loss) from partially owned entities					20,766		5,605			(2,093)		901			-		16,353
Income from Real Estate Fund					16,564		-			-		-			-		16,564
Interest and other investment (loss)
	income, net				(49,074)		1,165			76		52			-		(50,367)
Interest and debt expense					(121,888)		(40,618)			(28,250)		(11,641)			-		(41,379)
Net loss on disposition of wholly owned and
	partially owned assets				(36,724)		-			-		-			-		(36,724)
Income (loss) before income taxes					82,939		90,941			19,267		83,038			1,759		(112,066)
Income tax expense					(1,073)		(272)			(378)		-			-		(423)
Income (loss) from continuing operations					81,866		90,669			18,889		83,038			1,759		(112,489)
Income from discontinued operations					207,061		-			-		206,642			-		419
Net income (loss)					288,927		90,669			18,889		289,680			1,759		(112,070)
Less net income attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(11,286)		(1,581)			-		(96)			-		(9,609)
	Operating Partnership				(13,933)		-			-		-			-		(13,933)
	Preferred unit distributions of the
		Operating Partnership			(786)		-			-		-			-		(786)
Net income (loss) attributable to Vornado					262,922		89,088			18,889		289,584			1,759		(136,398)
Interest and debt expense(2)					188,780		49,689			31,753		14,223			43,182		49,933
Depreciation and amortization(2)					194,185		78,413			35,148		18,519			37,674		24,431
Income tax expense(2)					60,759		347			454		-			59,346		612
EBITDA(1)				$	706,646	$	217,537	(3)	$	86,244	$	322,326	(4)	$	141,961	$	(61,422)	(5)
See notes on page 34.

32

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

23.    Segment Information – continued

(Amounts in thousands)			For the Three Months Ended March 31, 2012
										Retail
			Total		New York			Washington, DC		Properties			Toys		Other
Property rentals			$	474,989	$	233,936		$	122,804	$	65,150		$	-	$	53,099
Straight-line rent adjustments				21,348		17,129			1,857		1,333			-		1,029
Amortization of acquired below-market
	leases, net			13,774		7,695			523		4,188			-		1,368
Total rentals				510,111		258,760			125,184		70,671			-		55,496
Tenant expense reimbursements				70,793		36,712			10,008		21,272			-		2,801
Cleveland Medical Mart development project				55,059		-			-		-			-		55,059
Fee and other income:
	BMS cleaning fees			15,510		22,647			-		-			-		(7,137)
	Signage revenue			4,590		4,590			-		-			-		-
	Management and leasing fees			4,754		1,108			2,783		836			-		27
	Lease termination fees			411		23			-		-			-		388
	Other income			8,013		1,757			5,590		341			-		325
Total revenues				669,241		325,597			143,565		93,120			-		106,959
Operating expenses				246,746		145,672			46,202		35,250			-		19,622
Depreciation and amortization				131,541		53,759			42,553		17,907			-		17,322
General and administrative				55,290		8,587			6,950		6,333			-		33,420
Cleveland Medical Mart development project				52,761		-			-		-			-		52,761
Acquisition related costs				685		-			-		-			-		685
Total expenses				487,023		208,018			95,705		59,490			-		123,810
Operating income (loss)				182,218		117,579			47,860		33,630			-		(16,851)
Income applicable to Toys				116,471		-			-		-			116,471		-
Income (loss) from partially owned entities				19,660		4,185			(1,870)		404			-		16,941
Income from Real Estate Fund				11,762		-			-		-			-		11,762
Interest and other investment
	income, net			15,665		1,052			44		14			-		14,555
Interest and debt expense				(130,059)		(36,141)			(29,098)		(16,352)			-		(48,468)
Income (loss) before income taxes				215,717		86,675			16,936		17,696			116,471		(22,061)
Income tax expense				(6,825)		(601)			(450)		-			-		(5,774)
Income (loss) from continuing operations				208,892		86,074			16,486		17,696			116,471		(27,835)
Income (loss) from discontinued operations				71,372		(608)			1,586		10,220			-		60,174
Net income				280,264		85,466			18,072		27,916			116,471		32,339
Less net (income) loss attributable to
	noncontrolling interests in:
	Consolidated subsidiaries			(9,597)		(2,176)			-		114			-		(7,535)
	Operating Partnership			(15,271)		-			-		-			-		(15,271)
	Preferred unit distributions of the
		Operating Partnership		(3,874)		-			-		-			-		(3,874)
Net income attributable to Vornado				251,522		83,290			18,072		28,030			116,471		5,659
Interest and debt expense(2)				193,082		47,058			33,657		20,438			31,569		60,360
Depreciation and amortization(2)				191,173		61,911			48,260		22,275			34,706		24,021
Income tax expense(2)				51,440		693			523		-			43,203		7,021
EBITDA(1)			$	687,217	$	192,952	(3)	$	100,512	$	70,743	(4)	$	225,949	$	97,061	(5)
See notes on the following page.

33

 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

23.      Segment Information - continued
	Notes to preceding tabular information:
(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental 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 (benefit) 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.
			For the Three Months
			Ended March 31,
	(Amounts in thousands)		2013		2012
	Office		$	146,296	$	135,180
	Retail			60,382		44,920
	Alexander's			10,541		13,371
	Hotel Pennsylvania			318		(519)
		Total New York	$	217,537	$	192,952
(4)	The elements of "Retail Properties" EBITDA are summarized below.
			For the Three Months
			Ended March 31,
	(Amounts in thousands)		2013		2012
	Strip shopping centers(a)		$	103,361	$	46,908
	Regional malls(b)			218,965		23,835
		Total Retail properties	$	322,326	$	70,743
	(a)	The three months ended March 31, 2013, includes $59,599 of income pursuant to a settlement agreement with Stop & Shop.
	(b)	The three months ended March 31, 2013, includes a $202,275 net gain on sale of Green Acres Mall.

34

 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

23.      Segment Information - continued
	Notes to preceding tabular information - continued:
(5)	The elements of "other" EBITDA are summarized below.
				For the Three Months
				Ended March 31,
	(Amounts in thousands)			2013		2012
	Our share of Real Estate Fund:
		Income before net realized/unrealized gains		$	1,462	$	2,118
		Net unrealized gains			3,379		1,711
		Carried interest			2,183		-
	Total				7,024		3,829
	LNR				20,443		15,562
	Merchandise Mart Building, 7 West 34th Street and trade shows				14,713		15,300
	555 California Street				10,629		10,315
	Other investments				11,807		18,518
					64,616		63,524
	Corporate general and administrative expenses(a)				(22,756)		(22,317)
	Investment income and other, net(a)				11,336		12,334
	Impairment loss on J.C. Penney owned shares				(39,487)		-
	Loss on sale of J.C. Penney common shares				(36,800)		-
	(Loss) income from the mark-to-market of J.C. Penney derivative position				(22,540)		1,045
	Merchandise Mart reduction-in-force and severance costs				(2,612)		(506)
	Merchandise Mart discontinued operations				2,141		7,900
	Acquisition related costs				(601)		(685)
	Net gain on sale of 350 West Mart Center				-		54,911
	Net income attributable to noncontrolling interests in the Operating Partnership				(13,933)		(15,271)
	Preferred unit distributions of the Operating Partnership				(786)		(3,874)
				$	(61,422)	$	97,061
	(a)		The amounts in these captions (for this table only) exclude the mark-to-market of our deferred compensation plan assets and offsetting liability.

35

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 March 31, 2013, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the three-month periods ended March 31, 2013 and 2012.  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, 2012, 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 26, 2013, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2012 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

May 6, 2013

36

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.  Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012.  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 months ended March 31, 2013.  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 months ended March 31, 2013 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.

37

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 Morgan Stanley REIT Index (“RMS”) and the FTSE NAREIT Office REIT Index (“Office REIT”) for the following periods ended March 31, 2013.

		Total Return(1)
		Vornado	Office REIT	RMS
	Quarter	5.3%	7.8%	8.1%
	One-year	4.1%	11.2%	14.9%
	Three-year	23.5%	32.9%	61.4%
	Five-year	16.6%	20.4%	38.8%
	Ten-year	252.5%	148.8%	219.8%
(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 and Washington, DC, 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; and

·      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, 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 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 and population trends.  See “Item 1A. Risk Factors” in our Annual Report on Form 10-K, for additional information regarding these factors.

38

 

Overview – continued

Quarter Ended March 31, 2013 Financial Results Summary

Net income attributable to common shareholders for the quarter ended March 31, 2013 was $231,990,000, or $1.24 per diluted share, compared to $233,735,000, or $1.25 per diluted share for the quarter ended March 31, 2012. Net income for the quarters ended March 31, 2013 and 2012 include $202,794,000 and $56,478,000, respectively, of net gains on sale of real estate, and $5,164,000 and $8,875,000, respectively, of real estate impairment losses.  In addition, the quarters ended March 31, 2013 and 2012 include certain items that affect comparability, which are listed in the table below.  The aggregate of net gains on sale of real estate, real estate impairment losses and the items in the table below, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders by $159,767,000, or $0.85 per diluted share for the quarter ended March 31, 2013 and $186,636,000, or $0.97 per diluted share for the quarter ended March 31, 2012.

Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended March 31, 2013 was $201,820,000, or $1.08 per diluted share, compared to $348,452,000, or $1.82 per diluted share for the quarter ended March 31, 2012.  FFO for the quarters ended March 31, 2013 and 2012 include certain items that affect comparability, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO by $11,432,000, or $0.06 per diluted share for the quarter ended March 31, 2013 and increased FFO by $161,590,000, or $0.84 per diluted share for the quarter ended March 31, 2012.

		For the Three Months Ended March 31,
(Amounts in thousands)		2013		2012
Items that affect comparability income (expense):
	Stop & Shop litigation settlement income	$	59,599	$	-
	Toys "R" Us FFO (after a $78,542 impairment loss in 2013)		16,684		132,288
	FFO from discontinued operations, including LNR and discontinued operations of Alexander's		26,053		39,175
	Non-cash impairment loss on J.C Penney owned shares		(39,487)		-
	Loss on sale of J.C. Penney common shares		(36,800)		-
	(Loss) income from the mark-to-market of J.C. Penney derivative position		(22,540)		1,045
	Preferred share redemptions		(9,230)		-
	Merchandise Mart reduction-in-force and severance costs		(2,612)		(506)
	Other, net		(3,773)		190
			(12,106)		172,192
Noncontrolling interests' share of above adjustments			674		(10,602)
Items that affect comparability, net		$	(11,432)	$	161,590

The percentage increase (decrease) in GAAP basis and Cash basis same store EBITDA of our operating segments for the three months ended March 31, 2013 over the three months ended March 31, 2012 is summarized below.

						Retail
Same Store EBITDA:			New York		Washington, DC	Properties
	March 31, 2013 vs. March 31, 2012
		GAAP basis	4.6%		(7.4%)	2.8%
		Cash basis	9.1%		(9.4%)	2.2%
	March 31, 2013 vs. December 31, 2012
		GAAP basis	(5.7%)	(1)	6.7%	(2.1%)
		Cash basis	(7.7%)	(1)	3.0%	(1.2%)
(1)		Excluding the Hotel Pennsylvania, same store deceased by 0.4% and 1.8% on a GAAP and Cash basis, respectively.

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.

39

 

Overview - continued

2013 Dispositions

On January 24, 2013, we completed the sale of the Green Acres Mall located in Valley Stream, New York, for $500,000,000.  The sale resulted in net proceeds of $185,000,000, after repaying the existing loan and closing costs, and a net gain of $202,275,000. 

In the second quarter of 2013, LNR was sold for $1.053 billion.  We owned 26.2% of LNR and received net proceeds of approximately $241,000,000.

In the second quarter of 2013, we sold The Plant, a power strip shopping center in San Jose, California, for $203,000,000.  The sale resulted in net proceeds of approximately $98,000,000, after repaying the existing loan and closing costs, and a net gain of approximately $33,000,000, which will be recognized in the second quarter.

In the second quarter of 2013, we sold a retail property in Philadelphia, which is a part of the Gallery at Market Street, for $60,000,000. The sale resulted in net proceeds of $58,000,000, and a net gain of $33,000,000, which will be recognized in the second quarter.

In the second quarter of 2013, a site located in the Downtown Crossing district of Boston was sold by a joint venture, which we owned 50% of.  Our share of the net proceeds were approximately $45,000,000, which resulted in a $2,335,000 impairment loss that was recognized in the first quarter.

In the second quarter of 2013, we entered into an agreement to sell a parcel of land known as Harlem Park located at 1800 Park Avenue (at 125^th Street) in New York City for $65,000,000, plus additional amounts which may be received for brownfield credits.  The sale will result in net proceeds of approximately $62,000,000 and a net gain of approximately $22,000,000.  The sale, which is subject to customary closing conditions, is expected to be completed in the second quarter.

2013 Financings

Secured Debt

On February 20, 2013, we completed a $390,000,000 financing of the retail condominium located at 666 Fifth Avenue at 53^rd Street, which we had acquired December 2012.  The 10-year fixed-rate interest only loan bears interest at 3.61%.  This property was previously unencumbered.  The net proceeds from this financing were approximately $387,000,000. 

On March 25, 2013, we completed a $300,000,000 financing of the Outlets at Bergen Town Center, a 948,000 square foot shopping center located in Paramus, New Jersey.  The 10-year fixed-rate interest only loan bears interest at 3.56%.  The property was previously encumbered by a $282,000,000 floating-rate loan. 

Unsecured Revolving Credit Facility

On March 28, 2013, we extended one of our two revolving credit facilities from June 2015 to June 2017, with two six-month extension options. The interest on the extended facility was reduced from LIBOR plus 135 basis points to LIBOR plus 115 basis points. In addition, the facility fee was reduced from 30 basis points to 20 basis points.

40

Overview – continued

2013 Financings – continued  

Preferred Equity

On January 25, 2013, we sold 12,000,000 5.40% Series L Cumulative Redeemable Preferred Shares at a price of $25.00 per share in an underwritten public offering pursuant to an effective registration statement.  We retained aggregate net proceeds of $290,710,000, after underwriters’ discounts and issuance costs and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 Series L Preferred Units (with economic terms that mirror those of the Series L Preferred Shares).  Dividends on the Series L Preferred Shares are cumulative and payable quarterly in arrears.  The Series L Preferred Shares are not convertible into, or exchangeable for, any of our properties or securities.  On or after five years from the date of issuance (or sooner under limited circumstances), we may redeem the Series L Preferred Shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the date of redemption.  The Series L Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed by us.

On February 19, 2013, we redeemed all of the outstanding 6.75% Series F Cumulative Redeemable Preferred Shares and 6.75% Series H Cumulative Redeemable Preferred Shares at par, for an aggregate of $262,500,000 in cash, plus accrued and unpaid dividends through the date of redemption.

Recently Issued Accounting Literature

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. 2013-02”).  ASU No. 2013-02 requires additional disclosures regarding significant reclassifications out of each component of accumulated other comprehensive income, including the effect on the respective line items of net income for amounts that are required to be reclassified into net income in their entirety and cross-references to other disclosures providing additional information for amounts that are not required to be reclassified into net income in their entirety.  The adoption of this update on January 1, 2013, did not have a material impact on our consolidated financial statements, but resulted in additional disclosures. 

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2012 in Management’s Discussion and Analysis of Financial Condition. There have been no significant changes to our policies during 2013.

41

Overview - continued

Leasing Activity:

The leasing activity in the table below is based on leases signed during the period and is not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Tenant improvements and leasing commissions are based on our share of square feet leased during the period.  Second generation relet space represents square footage that has not been vacant for more than nine months.  The leasing activity for the New York segment excludes Alexander’s, the Hotel Pennsylvania and residential.

					New York				Washington, DC		Retail Properties
(Square feet in thousands)					Office		Retail		Office		Strips		Malls
Quarter Ended March 31, 2013:
	Total square feet leased					909		32		297		644		159
	Our share of square feet leased:					844		26		259		644		139
		Initial rent (1)			$	56.88	$	279.95	$	40.68	$	14.30	$	30.28
		Weighted average lease term (years)				15.2		7.8		4.8		5.5		8.4
		Second generation relet space:
			Square feet			813		26		165		551		17
			Cash basis:
				Initial rent (1)	$	56.64	$	279.95	$	38.33	$	13.34	$	52.87
				Prior escalated rent	$	56.20	$	95.35	$	37.03	$	12.22	$	51.15
				Percentage increase		0.8%		193.6%		3.5%		9.2%		3.4%
			GAAP basis:
				Straight-line rent (2)	$	58.63	$	314.09	$	37.69	$	13.55	$	53.89
				Prior straight-line rent	$	50.93	$	95.88	$	35.73	$	12.00	$	49.41
				Percentage increase		15.1%		227.6%		5.5%		12.9%		9.1%
		Tenant improvements and leasing
			commissions:
			Per square foot		$	65.76	$	150.08	$	40.53	$	1.36	$	14.38
			Per square foot per annum		$	4.33	$	19.33	$	8.44	$	0.25	$	1.71
				Percentage of initial rent		7.6%		6.9%		20.7%		1.7%		5.6%
(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.

42

Overview – continued

Square footage (in service) and Occupancy as of March 31, 2013:

			Square Feet (in service)
		Number of	Total	Our
(Square feet in thousands)		Properties	Portfolio	Share	Occupancy %
New York:
	Office	31	19,817	16,835	96.0%
	Retail	49	2,209	2,053	96.5%
	Alexander's	6	2,179	706	99.2%
	Hotel Pennsylvania	1	1,400	1,400
	Residential (1,655 units)	4	1,523	870	96.4%
			27,128	21,864	96.1%
Washington, DC:
	Office	59	15,943	13,557	80.9%
	Residential (2,414 units)	7	2,597	2,455	97.7%
	Hotel and Warehouses	7	359	359	100.0%
			18,899	16,371	83.8%
Retail Properties:
	Strip Shopping Centers	101	14,488	14,044	93.7%
	Regional Malls	6	5,246	3,609	93.3%
			19,734	17,653	93.6%
Other:
	Merchandise Mart	2	3,991	3,982	92.0%
	555 California Street	3	1,795	1,257	93.7%
	Primarily Warehouses	5	971	971	52.9%
			6,757	6,210
Total square feet at March 31, 2013			72,518	62,098

Square footage (in service) and Occupancy as of December 31, 2012:
			Square Feet (in service)
		Number of	Total	Our
(Square feet in thousands)		properties	Portfolio	Share	Occupancy %
New York:
	Office	31	19,729	16,751	95.9%
	Retail	49	2,217	2,057	96.8%
	Alexander's	6	2,179	706	99.1%
	Hotel Pennsylvania	1	1,400	1,400
	Residential (1,655 units)	4	1,528	873	96.9%
			27,053	21,787	96.2%
Washington, DC:
	Office	59	16,106	13,637	81.2%
	Residential (2,414 units)	7	2,599	2,457	97.9%
	Hotel and Warehouses	7	435	435	100.0%
			19,140	16,529	84.1%
Retail Properties:
	Strip Shopping Centers	102	14,521	14,077	93.6%
	Regional Malls	6	5,244	3,608	92.7%
			19,765	17,685	93.4%
Other:
	Merchandise Mart	2	3,991	3,982	92.6%
	555 California Street	3	1,795	1,257	93.1%
	Primarily Warehouses	5	971	971	55.9%
			6,757	6,210
Total square feet at December 31, 2012			72,715	62,211

43

Overview - continued

Washington, DC Segment

In our Form 10-K for the year ended December 31, 2012, we estimated that 2013 EBITDA will be between $5,000,000 and $15,000,000 lower than 2012 EBITDA.  As of March 31, 2013, EBITDA from continuing operations was lower than 2012 by approximately $9,700,000.

Of the 2,395,000 square feet subject to BRAC, 348,000 square feet has been taken out of service for redevelopment and 552,000 square feet has been leased or is pending.  The table below summarizes the status of the BRAC space as of March 31, 2013.

			Rent Per		Square Feet
			Square Foot		Total	Crystal City	Skyline	Rosslyn
Resolved:
	Relet as of March 31, 2013		$	39.80	528,000	380,000	88,000	60,000
	Leases pending			45.00	24,000	24,000	-	-
	Taken out of service for redevelopment				348,000	348,000	-	-
					900,000	752,000	88,000	60,000
To Be Resolved:
	Vacated as of March 31, 2013			35.77	1,078,000	519,000	473,000	86,000
	Expiring in:
		2013		39.47	43,000	-	43,000	-
		2014		32.72	304,000	103,000	201,000	-
		2015		43.06	70,000	65,000	5,000	-
					1,495,000	687,000	722,000	86,000
Total square feet subject to BRAC					2,395,000	1,439,000	810,000	146,000

In 2012, due to the rising vacancy rate at the Skyline properties (43.4% at March 31, 2013), primarily from the effects of the BRAC statute; insufficient cash flows to pay current obligations, including interest payments to the lender; and the significant amount of capital required to re-tenant these properties, we requested that the mortgage loan be transferred to the special servicer.  In connection therewith, we entered into a forbearance agreement with the special servicer, that provides for interest shortfalls to be deferred and added to the principal balance of the loan and not give rise to a loan default.  The forbearance agreement was amended on March 28, 2013, to extend its maturity through June 1, 2013.  As of March 31, 2013, the deferred interest amounted to $37,127,000.  We continue to negotiate with the special servicer to restructure the terms of the loan.

44

Net Income and EBITDA by Segment for the Three Months Ended March 31, 2013 and 2012

As a result of certain organizational changes and asset sales in 2012, the Merchandise Mart segment no longer meets the criteria to be a separate reportable segment; accordingly, effective January 1, 2013, the remaining assets have been reclassified to our Other segment.  We have also reclassified the prior period segment financial results to conform to the current year presentation.  Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ by segment for the three months ended March 31, 2013 and 2012.

(Amounts in thousands)			For the Three Months Ended March 31, 2013
											Retail
				Total		New York			Washington, DC		Properties			Toys		Other
Property rentals				$	499,237	$	274,650		$	112,272	$	65,134		$	-	$	47,181
Straight-line rent adjustments					18,532		10,326			2,777		1,482			-		3,947
Amortization of acquired below-market
	leases, net				16,866		12,089			506		2,922			-		1,349
Total rentals					534,635		297,065			115,555		69,538			-		52,477
Tenant expense reimbursements					77,013		42,671			10,136		20,633			-		3,573
Cleveland Medical Mart development project					12,143		-			-		-			-		12,143
Fee and other income:
	BMS cleaning fees				16,664		21,022			-		-			-		(4,358)
	Signage revenue				6,481		6,481			-		-			-		-
	Management and leasing fees				5,258		2,064			2,807		479			-		(92)
	Lease termination fees				60,026		58			368		59,599			-		1
	Other income				8,796		715			5,865		577			-		1,639
Total revenues					721,016		370,076			134,731		150,826			-		65,383
Operating expenses					260,569		160,231			47,322		34,695			-		18,321
Depreciation and amortization					142,354		76,234			30,950		16,990			-		18,180
General and administrative					54,582		8,822			6,925		5,415			-		33,420
Cleveland Medical Mart development project					11,374		-			-		-			-		11,374
Acquisition related costs					601		-			-		-			-		601
Total expenses					469,480		245,287			85,197		57,100			-		81,896
Operating income (loss)					251,536		124,789			49,534		93,726			-		(16,513)
Income applicable to Toys					1,759		-			-		-			1,759		-
Income (loss) from partially owned entities					20,766		5,605			(2,093)		901			-		16,353
Income from Real Estate Fund					16,564		-			-		-			-		16,564
Interest and other investment (loss)
	income, net				(49,074)		1,165			76		52			-		(50,367)
Interest and debt expense					(121,888)		(40,618)			(28,250)		(11,641)			-		(41,379)
Net loss on disposition of wholly owned and
	partially owned assets				(36,724)		-			-		-			-		(36,724)
Income (loss) before income taxes					82,939		90,941			19,267		83,038			1,759		(112,066)
Income tax expense					(1,073)		(272)			(378)		-			-		(423)
Income (loss) from continuing operations					81,866		90,669			18,889		83,038			1,759		(112,489)
Income from discontinued operations					207,061		-			-		206,642			-		419
Net income (loss)					288,927		90,669			18,889		289,680			1,759		(112,070)
Less net income attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(11,286)		(1,581)			-		(96)			-		(9,609)
	Operating Partnership				(13,933)		-			-		-			-		(13,933)
	Preferred unit distributions of the
		Operating Partnership			(786)		-			-		-			-		(786)
Net income (loss) attributable to Vornado					262,922		89,088			18,889		289,584			1,759		(136,398)
Interest and debt expense(2)					188,780		49,689			31,753		14,223			43,182		49,933
Depreciation and amortization(2)					194,185		78,413			35,148		18,519			37,674		24,431
Income tax expense(2)					60,759		347			454		-			59,346		612
EBITDA(1)				$	706,646	$	217,537	(3)	$	86,244	$	322,326	(4)	$	141,961	$	(61,422)	(5)

EBITDA for the Retail Properties segment above includes income from discontinued operations and other gains and losses that affect comparability that are described in the “Overview,” aggregating $269,059.  Excluding these items, EBITDA for the Retail Properties segment was $53,267.­­­­­­­­­­­­­­­­­­­­­­ 

__________________________

See notes on page 47.

45

 

Net Income and EBITDA by Segment for the Three Months Ended March 31, 2013 and 2012 - continued

(Amounts in thousands)			For the Three Months Ended March 31, 2012
										Retail
			Total		New York			Washington, DC		Properties			Toys		Other
Property rentals			$	474,989	$	233,936		$	122,804	$	65,150		$	-	$	53,099
Straight-line rent adjustments				21,348		17,129			1,857		1,333			-		1,029
Amortization of acquired below-market
	leases, net			13,774		7,695			523		4,188			-		1,368
Total rentals				510,111		258,760			125,184		70,671			-		55,496
Tenant expense reimbursements				70,793		36,712			10,008		21,272			-		2,801
Cleveland Medical Mart development project				55,059		-			-		-			-		55,059
Fee and other income:
	BMS cleaning fees			15,510		22,647			-		-			-		(7,137)
	Signage revenue			4,590		4,590			-		-			-		-
	Management and leasing fees			4,754		1,108			2,783		836			-		27
	Lease termination fees			411		23			-		-			-		388
	Other income			8,013		1,757			5,590		341			-		325
Total revenues				669,241		325,597			143,565		93,120			-		106,959
Operating expenses				246,746		145,672			46,202		35,250			-		19,622
Depreciation and amortization				131,541		53,759			42,553		17,907			-		17,322
General and administrative				55,290		8,587			6,950		6,333			-		33,420
Cleveland Medical Mart development project				52,761		-			-		-			-		52,761
Acquisition related costs				685		-			-		-			-		685
Total expenses				487,023		208,018			95,705		59,490			-		123,810
Operating income (loss)				182,218		117,579			47,860		33,630			-		(16,851)
Income applicable to Toys				116,471		-			-		-			116,471		-
Income (loss) from partially owned entities				19,660		4,185			(1,870)		404			-		16,941
Income from Real Estate Fund				11,762		-			-		-			-		11,762
Interest and other investment
	income, net			15,665		1,052			44		14			-		14,555
Interest and debt expense				(130,059)		(36,141)			(29,098)		(16,352)			-		(48,468)
Income (loss) before income taxes				215,717		86,675			16,936		17,696			116,471		(22,061)
Income tax expense				(6,825)		(601)			(450)		-			-		(5,774)
Income (loss) from continuing operations				208,892		86,074			16,486		17,696			116,471		(27,835)
Income (loss) from discontinued operations				71,372		(608)			1,586		10,220			-		60,174
Net income				280,264		85,466			18,072		27,916			116,471		32,339
Less net (income) loss attributable to
	noncontrolling interests in:
	Consolidated subsidiaries			(9,597)		(2,176)			-		114			-		(7,535)
	Operating Partnership			(15,271)		-			-		-			-		(15,271)
	Preferred unit distributions of the
		Operating Partnership		(3,874)		-			-		-			-		(3,874)
Net income attributable to Vornado				251,522		83,290			18,072		28,030			116,471		5,659
Interest and debt expense(2)				193,082		47,058			33,657		20,438			31,569		60,360
Depreciation and amortization(2)				191,173		61,911			48,260		22,275			34,706		24,021
Income tax expense(2)				51,440		693			523		-			43,203		7,021
EBITDA(1)			$	687,217	$	192,952	(3)	$	100,512	$	70,743	(4)	$	225,949	$	97,061	(5)

EBITDA for the New York, Washington, DC and Retail Properties segments above include income from discontinued operations and other gains and losses that affect comparability that are described in the “Overview,” aggregating $2,478, $4,539 and $18,596, respectively.  Excluding these items, EBITDA for the New York, Washington, DC and Retail Properties segments was $190,474, $95,973 and $52,147, respectively.­­­­­­­­­ 

_____________________________

See notes on the following page.

46

Net Income and EBITDA by Segment for the Three Months Ended March 31, 2013 and 2012 - continued

	Notes to preceding tabular information:
(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental 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 (benefit) 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.
				For the Three Months Ended March 31,
	(Amounts in thousands)			2013		2012
	Office			$	146,296	$	135,180
	Retail				60,382		44,920
	Alexander's (decrease due to sale of Kings Plaza in November 2012)				10,541		13,371
	Hotel Pennsylvania				318		(519)
		Total New York		$	217,537	$	192,952
(4)	The elements of "Retail Properties" EBITDA are summarized below.
				For the Three Months Ended March 31,
	(Amounts in thousands)			2013		2012
	Strip shopping centers(a)			$	103,361	$	46,908
	Regional malls(b)				218,965		23,835
		Total Retail properties		$	322,326	$	70,743
	(a)		Includes income from discontinued operations and other gains and losses that affect comparability, aggregating $65,937 and $10,317 for the three months ended March 31, 2013 and 2012, respectively. Excluding these items, EBITDA was $37,424 and $36,591, respectively.
	(b)		Includes income from discontinued operations and other gains and losses that affect comparability, aggregating $203,122 and $8,279 for the three months ended March 31, 2013 and 2012, respectively. Excluding these items, EBITDA was $15,843 and $15,556, respectively.

47

Net Income and EBITDA by Segment for the Three Months Ended March 31, 2013 and 2012 - continued

	Notes to preceding tabular information - continued:
(5)	The elements of "other" EBITDA are summarized below.
				For the Three Months Ended March 31,
	(Amounts in thousands)			2013		2012
	Our share of Real Estate Fund:
		Income before net realized/unrealized gains		$	1,462	$	2,118
		Net unrealized gains			3,379		1,711
		Carried interest			2,183		-
	Total				7,024		3,829
	LNR				20,443		15,562
	Merchandise Mart Building, 7 West 34th Street and trade shows				14,713		15,300
	555 California Street				10,629		10,315
	Other investments				11,807		18,518
					64,616		63,524
	Corporate general and administrative expenses(a)				(22,756)		(22,317)
	Investment income and other, net(a)				11,336		12,334
	Impairment loss on J.C. Penney owned shares				(39,487)		-
	Loss on sale of J.C. Penney common shares				(36,800)		-
	(Loss) income from the mark-to-market of J.C. Penney derivative position				(22,540)		1,045
	Merchandise Mart reduction-in-force and severance costs				(2,612)		(506)
	Merchandise Mart discontinued operations				2,141		7,900
	Acquisition related costs				(601)		(685)
	Net gain on sale of 350 West Mart Center				-		54,911
	Net income attributable to noncontrolling interests in the Operating Partnership				(13,933)		(15,271)
	Preferred unit distributions of the Operating Partnership				(786)		(3,874)
				$	(61,422)	$	97,061
	(a)		The amounts in these captions (for this table only) exclude the mark-to-market of our deferred compensation plan assets and offsetting liability.

EBITDA by Region

Below is a summary of the percentages of EBITDA by geographic region (excluding discontinued operations and other gains and losses that affect comparability), from our New York, Washington, DC and Retail Properties segments.

		For the Three Months
		Ended March 31,
		2013	2012
Region:
	New York City metropolitan area	72%	67%
	Washington, DC / Northern Virginia metropolitan area	25%	29%
	Puerto Rico	1%	2%
	California	1%	1%
	Other geographies	1%	1%
		100%	100%

48

Results of Operations – Three Months Ended March 31, 2013 Compared to March 31, 2012

Revenues

Our revenues, which consist of property rentals, tenant expense reimbursements, hotel revenues, trade shows revenues, amortization of acquired below-market leases, net of above-market leases and fee income, were $721,016,000 for the three months ended March 31, 2013, compared to $669,241,000 in the prior year’s three months, an increase of $51,775,000.  Below are the details of the increase (decrease) by segment:

(Amounts in thousands)
											Retail
Increase (decrease) due to:			Total			New York		Washington, DC			Properties				Other
Property rentals:
	Acquisitions		$	25,607		$	26,184	$	-		$	(577)			$	-
	Development (out of service)			(3,674)			(152)		(2,348)			(1,156)				(18)
	Hotel Pennsylvania			2,257			2,257		-			-				-
	Trade Shows			(4,305)			-		-			-				(4,305)
	Amortization of acquired below-market
		leases, net		3,092			4,394		(17)			(1,266)		��		(19)
	Leasing activity (see page 42)			1,547			5,622		(7,264)	(1)		1,866				1,323
				24,524			38,305		(9,629)			(1,133)				(3,019)
Tenant expense reimbursements:
	Acquisitions/development			(645)			2,068		(508)			(2,108)				(97)
	Operations			6,865			3,891		636			1,469				869
				6,220			5,959		128			(639)				772
Cleveland Medical Mart development
	project			(42,916)	(2)		-		-			-				(42,916)	(2)
Fee and other income:
	BMS cleaning fees			1,154			(1,625)		-			-				2,779	(3)
	Signage revenue			1,891			1,891		-			-				-
	Management and leasing fees			504			956		24			(357)				(119)
	Lease termination fees			59,615			35		368			59,599	(4)			(387)
	Other income			783			(1,042)		275			236				1,314
				63,947			215		667			59,478				3,587
Total increase (decrease) in revenues			$	51,775		$	44,479	$	(8,834)		$	57,706			$	(41,576)
(1)		Results primarily from a decrease in occupancy.
(2)		This decrease in income is offset by a decrease in development costs expensed in the period. See note (3) on page 50.
(3)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (2) on page 50.
(4)		Represents income recognized in the current period in connection with the settlement of the Stop & Shop litigation.

49

Results of Operations – Three Months Ended March 31, 2013 Compared to March 31, 2012 - continued

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization and general and administrative expenses, were $469,480,000 for the three months ended March 31, 2013, compared to $487,023,000 in the prior year’s three months, a decrease of $17,543,000.  Below are the details of the increase (decrease) by segment:

(Amounts in thousands)
										Retail
Increase (decrease) due to:			Total			New York		Washington, DC		Properties		Other
Operating:
	Acquisitions		$	10,922		$	11,184	$	-	$	(262)	$	-
	Development (out of service)			(3,974)			(660)		(600)		(2,158)		(556)
	Non-reimbursable expenses, including
		bad debt reserves		271			(371)		825		(576)		393
	Hotel Pennsylvania			1,397			1,397		-		-		-
	Trade Shows			(3,309)			-		-		-		(3,309)
	BMS expenses			1,917			(862)		-		-		2,779	(2)
	Operations			6,599			3,871		895		2,441		(608)
				13,823			14,559		1,120		(555)		(1,301)
Depreciation and amortization:
	Acquisitions/development			4,420			18,078		(12,524)		(1,052)		(82)
	Operations			6,393			4,397		921		135		940
				10,813			22,475		(11,603)		(917)		858
General and administrative:
	Mark-to-market of deferred
		compensation plan liability (1)		(681)			-		-		-		(681)
	Reduction-in-force and severance costs			2,106			-		-		-		2,106
	Operations			(2,133)			235		(25)		(918)		(1,425)
				(708)			235		(25)		(918)		-
Cleveland Medical Mart development
	project			(41,387)	(3)		-		-		-		(41,387)	(3)
Acquisition related costs				(84)			-		-		-		(84)
Total (decrease) increase in expenses			$	(17,543)		$	37,269	$	(10,508)	$	(2,390)	$	(41,914)
(1)		This decrease in expense is entirely offset by a corresponding decrease in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment (loss) income, net” on our consolidated statements of income.
(2)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (3) on page 49.
(3)		This decrease in expense is offset by the decrease in development revenue in the period. See note (2) on page 49.

50

 

Results of Operations – Three Months Ended March 31, 2013 Compared to March 31, 2012 - continued

Income Applicable to Toys

In the three months ended December 31, 2012 we recorded a $40,000,000 non-cash impairment loss with regards to our investment in Toys and disclosed, that if current facts don’t change, our share of Toys’ undistributed income, which in accordance with the equity method of accounting, would increase the carrying amount of our investment above fair value, would require an offsetting impairment loss.

In the three months ended March 31, 2013, we recognized our 32.5% share of Toys’ fourth quarter net income of $78,542,000 and a corresponding non-cash impairment loss of the same amount.  Our income applicable to Toys after the impairment loss was $1,759,000, representing management fees earned and received. 

In the three months ended March 31, 2012, we recognized net income of $116,471,000 from our investment in Toys, comprised of $114,184,000 for our 32.7% share of Toys’ net income and $2,287,000 of management fees.

Income from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the three months ended March 31, 2013 and 2012.

		Percentage	For the Three Months Ended
		Ownership at	March 31,
(Amounts in thousands)		March 31, 2013	2013		2012
Equity in Net Income (Loss):
Alexander's		32.4%	$	6,076	$	8,021
Lexington (1)		n/a		(979)		930
LNR (see page 40)		26.2%		18,731		13,250
India real estate ventures		4.0%-36.5%		(767)		(793)
Partially owned office buildings:
	280 Park Avenue	49.5%		(2,569)		(5,595)
	Warner Building	55.0%		(2,346)		(3,010)
	666 Fifth Avenue Office Condominium	49.5%		2,019		1,715
	330 Madison Avenue	25.0%		1,304		794
	One Park Avenue	30.3%		457		331
	Rosslyn Plaza	43.7%-50.4%		(446)		158
	1101 17th Street	55.0%		384		683
	West 57th Street Properties	50.0%		172		313
	Fairfax Square	20.0%		(45)		(12)
	Other partially owned office buildings	Various		488		527
Other investments:
	Downtown Crossing, Boston (2)	50.0%		(2,374)		(334)
	Monmouth Mall	50.0%		859		362
	Independence Plaza (3)	n/a		-		1,682
	Other investments (4)	Various		(198)		638
			$	20,766	$	19,660
(1)	In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale.
(2)	On April 24, 2013, the joint venture sold the site in Downtown Crossing, Boston, and we received approximately $45,000 for our 50% interest. In connection therewith we recognized a $2,335 impairment loss in the first quarter.
(3)	In December 2012, we acquired a 58.75% interest in Independence Plaza and began to consolidate the accounts of the property into our consolidated financial statements.
(4)	Includes interests in 85 10th Avenue, Fashion Centre Mall, 50-70 West 93rd Street and others.

51

Results of Operations – Three Months Ended March 31, 2013 Compared to March 31, 2012 - continued

Income from Real Estate Fund

Below are the components of the income from our Real Estate Fund for the three months ended March 31, 2013 and 2012.

(Amounts in thousands)		For the Three Months Ended March 31,
		2013		2012
Operating income		$	3,048	$	4,918
Net unrealized gains			13,516		6,844
Income from Real Estate Fund			16,564		11,762
Less (income) attributable to noncontrolling interests			(9,540)		(7,933)
Income from Real Estate Fund attributable to Vornado (1)		$	7,024	$	3,829
___________________________________
(1)	Excludes management, leasing and development fees of $682 and $703 for the three months ended March 31, 2013 and 2012, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Interest and Other Investment (Loss) Income, net

Interest and other investment (loss) income, net (comprised of impairment losses on marketable equity securities, the mark-to-market of derivative positions in marketable equity securities, interest income on mortgage and mezzanine loans receivable and other interest and dividend income) was a loss of $49,074,000 in the three months ended March 31, 2013, compared to income of $15,665,000 in the prior year’s three months, a decrease in income of $64,739,000. This decrease resulted from:

(Amounts in thousands)
Non-cash impairment loss on J.C. Penney owned shares in 2013		$	(39,487)
J.C. Penney derivative position ($22,540 mark-to-market loss in 2013, compared to a $1,045
	mark-to-market gain in 2012)		(23,585)
Decrease in the value of investments in our deferred compensation plan (offset by a corresponding
	increase in the liability for plan assets in general and administrative expenses)		(681)
Other, net			(986)
		$	(64,739)

Interest and Debt Expense

Interest and debt expense was $121,888,000 in the three months ended March 31, 2013, compared to $130,059,000 in the prior year’s three months, a decrease of $8,171,000.  This decrease was primarily due to $8,244,000 of higher capitalized interest in the current period. 

Net Loss on Disposition of Wholly Owned and Partially Owned Assets

Net loss on disposition of wholly owned and partially owned assets was $36,724,000 in the three months ended March 31, 2013, and resulted primarily from the sale of 10,000,000 J.C. Penney common shares.

Income Tax Expense

Income tax expense was $1,073,000 in the three months ended March 31, 2013, compared to $6,825,000 in the prior year’s three months, a decrease of $5,752,000.  This decrease resulted primarily from a $4,277,000 income tax provision in the prior year’s three months applicable to a taxable REIT subsidiary that was liquidated in the fourth quarter of 2012. 

52

Results of Operations – Three Months Ended March 31, 2013 Compared to March 31, 2012 - continued

Income from Discontinued Operations

We have reclassified the revenues and expenses of the properties that were sold and that 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 March 31, 2013 and 2012.

	For the Three Months Ended March 31,
(Amounts in thousands)	2013		2012
Total revenues	$	23,686	$	59,934
Total expenses		17,440		44,379
		6,246		15,555
Net gain on sale of Green Acres Mall		202,275		-
Net gain on sale of 350 West Mart Center		-		54,911
Impairment loss		(1,514)		-
Net gains on sale of other real estate		54		906
Income from discontinued operations	$	207,061	$	71,372

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $11,286,000 in the three months ended March 31, 2013, compared to $9,597,000 in the prior year’s three months, an increase of $1,689,000.  This increase resulted primarily from a $1,607,000 increase in income allocated to the noncontrolling interests of our Real Estate Fund.

Net Income Attributable to Noncontrolling Interests in the Operating Partnership

Net income attributable to noncontrolling interests in the Operating Partnership was $13,933,000 in the three months ended March 31, 2013, compared to $15,271,000 in the prior year’s three months, a decrease of $1,338,000.  This decrease resulted primarily from lower net income subject to allocation to unitholders.

Preferred Unit Distributions of the Operating Partnership

Preferred unit distributions of the Operating Partnership were $786,000 in the three months ended March 31, 2013, compared to $3,874,000 in the prior year’s three months, a decrease of $3,088,000.  This decrease resulted from the redemption of the 7.0% Series D-10 and 6.75% Series D-14 cumulative redeemable preferred units in July 2012.

Preferred Share Dividends

Preferred share dividends were $21,702,000 in the three months ended March 31, 2013, compared to $17,787,000 in the prior year’s three months, an increase of $3,915,000.  This increase resulted primarily from the issuance of $300,000,000 of 5.70% Series K cumulative redeemable preferred shares in July 2012, and $300,000,000 of 5.40% Series L cumulative redeemable preferred shares in January 2013, partially offset by the redemption of $262,500,000 of 6.75% Series F and Series H cumulative redeemable preferred shares in February 2013 and $75,000,000 of 7.0% Series E cumulative redeemable preferred shares in August 2012.

Preferred Share Redemptions

In the three months ended March 31, 2013, we recognized $9,230,000 of expense in connection with the redemption of the 6.75% Series F and Series H cumulative redeemable preferred shares.

53

Results of Operations – Three Months Ended March 31, 2013 Compared to March 31, 2012 - continued

Reconciliation of EBITDA to 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 present same store EBITDA on both a GAAP basis and 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 same store EBITDA results on a GAAP and cash basis for each of our segments and a reconciliation of EBITDA to same store EBITDA for the three months ended March 31, 2013 and 2012.

							Retail
(Amounts in thousands)			New York		Washington, DC		Properties
EBITDA for the three months ended March 31, 2013			$	217,537	$	86,244	$	322,326
	Add-back: non-property level overhead expenses included above			8,822		6,925		5,415
	Less: EBITDA from acquisitions, dispositions and other non-operating
		income or expenses		(24,046)		(2,274)		(268,598)
GAAP basis same store EBITDA for the three months ended March 31, 2013				202,313		90,895		59,143
	Less: Adjustments for straight-line rents, amortization of below-market
		leases, net, and other non-cash adjustments		(26,212)		(3,944)		(3,114)
Cash basis same store EBITDA for the three months ended March 31, 2013			$	176,101	$	86,951	$	56,029
EBITDA for the three months ended March 31, 2012			$	192,952	$	100,512	$	70,743
	Add-back: non-property level overhead expenses included above			8,587		6,950		6,333
	Less: EBITDA from acquisitions, dispositions and other non-operating
		income or expenses		(8,051)		(9,288)		(19,571)
GAAP basis same store EBITDA for the three months ended March 31, 2012				193,488		98,174		57,505
	Less: Adjustments for straight-line rents, amortization of below-market
		leases, net, and other non-cash adjustments		(32,030)		(2,189)		(2,664)
Cash basis same store EBITDA for the three months ended March 31, 2012			$	161,458	$	95,985	$	54,841
Increase (decrease) in GAAP basis same store EBITDA for the three months ended
	March 31, 2013 over the three months ended March 31, 2012		$	8,825	$	(7,279)	$	1,638
Increase (decrease) in Cash basis same store EBITDA for the three months ended
	March 31, 2013 over the three months ended March 31, 2012		$	14,643	$	(9,034)	$	1,188
% increase (decrease) in GAAP basis same store EBITDA				4.6%		(7.4%)		2.8%
% increase (decrease) in Cash basis same store EBITDA				9.1%		(9.4%)		2.2%

54

SUPPLEMENTAL INFORMATION

Reconciliation of EBITDA to Same Store EBITDA - Three Months Ended March 31, 2013 vs. December 31, 2012

Below are the same store EBITDA results on a GAAP and cash basis for each of our segments and a reconciliation of EBITDA to Same Store EBITDA for the three months ended March 31, 2013 and December 31, 2012.

							Retail
(Amounts in thousands)			New York		Washington, DC		Properties
EBITDA for the three months ended March 31, 2013			$	217,537	$	86,244	$	322,326
	Add-back: non-property level overhead expenses included above			8,822		6,925		5,415
	Less: EBITDA from acquisitions, dispositions and other non-operating
		income or expenses		(23,775)		(2,274)		(268,598)
GAAP basis same store EBITDA for the three months ended March 31, 2013				202,584		90,895		59,143
	Less: Adjustments for straight-line rents, amortization of below-market
		leases, net, and other non-cash adjustments		(26,212)		(3,944)		(3,114)
Cash basis same store EBITDA for the three months ended March 31, 2013			$	176,372	$	86,951	$	56,029
EBITDA for the three months ended December 31, 2012(1)			$	407,823	$	118,021	$	(20,074)
	Add-back: non-property level overhead expenses included above			8,073		7,388		4,851
	Less: EBITDA from acquisitions, dispositions and other non-operating
		income or expenses		(201,038)		(40,209)		75,643
GAAP basis same store EBITDA for the three months ended December 31, 2012				214,858		85,200		60,420
	Less: Adjustments for straight-line rents, amortization of below-market
		leases, net, and other non-cash adjustments		(23,781)		(775)		(3,738)
Cash basis same store EBITDA for the three months ended December 31, 2012			$	191,077	$	84,425	$	56,682
(Decrease) increase in GAAP basis same store EBITDA for the three months
	ended March 31, 2013 over the three months ended December 31, 2012		$	(12,274)	$	5,695	$	(1,277)
(Decrease) increase in Cash basis same store EBITDA for three months
	ended March 31, 2013 over the three months ended December 31, 2012		$	(14,705)	$	2,526	$	(653)
% (decrease) increase in GAAP basis same store EBITDA				(5.7%)		6.7%		(2.1%)
% (decrease) increase in Cash basis same store EBITDA				(7.7%)		3.0%		(1.2%)
(1)		Below is the reconciliation of net income (loss) to EBITDA for the three months ended December 31, 2012.
							Retail
(Amounts in thousands)			New York		Washington, DC		Properties
Net income (loss) attributable to Vornado for the three months ended
	December 31, 2012		$	295,411	$	48,642	$	(56,641)
Interest and debt expense				47,561		34,139		15,789
Depreciation and amortization				63,777		34,829		20,778
Income tax expense				1,074		411		-
EBITDA for the three months ended December 31, 2012			$	407,823	$	118,021	$	(20,074)

55

 

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 (excluding Fund acquisitions) may require funding from borrowings and/or equity offerings.  Our Real Estate Fund has aggregate unfunded commitments of $257,956,000 for acquisitions, including $64,489,000 from us. 

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.

Cash Flows for the Three Months Ended March 31, 2013

Our cash and cash equivalents were $585,823,000 at March 31, 2013, a $374,496,000 decrease over the balance at December 31, 2012.  Our consolidated outstanding debt was $10,421,179,000 at March 31, 2013, a $770,155,000 decrease over the balance at December 31, 2012.  As of March 31, 2013 and December 31, 2012, $0 and $1,170,000,000, respectively, was outstanding under our revolving credit facilities.  During the remainder of 2013 and 2014, $654,713,000 and $237,784,000, 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 $414,927,000 was comprised of (i) net income of $288,927,000, (ii) the net change in operating assets and liabilities of $65,010,000, including $13,668,000 related to Real Estate Fund investments, (iii) return of capital from Real Estate Fund investments of $56,664,000, and (iv) distributions of income from partially owned entities of $10,627,000, partially offset by (v) $6,301,000 of non-cash adjustments, which include depreciation and amortization expense, the effect of straight-lining of rental income, equity in net income of partially owned entities and net gains on sale of real estate.

Net cash provided by investing activities of $527,685,000 was comprised of (i) $499,369,000 of proceeds from sales of real estate and related investments, (ii) $160,300,000 of proceeds from the sale of marketable securities, (iii) $38,900,000 from the return of the J.C. Penney derivative collateral, (iv) $14,149,000 of changes in restricted cash, (v) $5,544,000 of capital distributions from partially owned entities, and (vi) $631,000 of proceeds from repayments of mezzanine loans, partially offset by (vii) $58,522,000 for the funding of the J.C. Penney derivative collateral, (viii) $57,460,000 of additions to real estate, (ix) $39,892,000 of investments in partially owned entities, and (x) $35,334,000 of development costs and construction in progress.

Net cash used in financing activities of $1,317,108,000 was comprised of (i) $2,529,836,000 for the repayments of borrowings, (ii) $262,500,000 for purchases of outstanding preferred units and shares, (iii) $172,142,000 of distributions to noncontrolling interests, (iv) $136,342,000 of dividends paid on common shares, (v) $23,161,000 of dividends paid on preferred shares, (vi) $9,080,000 of debt issuance and other costs, and (vii) $305,000 for the repurchase of shares related to stock compensation agreements and related tax holdings, partially offset by (viii) $1,499,375,000 of proceeds from borrowings, (ix) $290,710,000 of proceeds from the issuance of preferred shares, (x) $24,566,000 of contributions from noncontrolling interests in consolidated subsidiaries, and (xi) $1,607,000 of proceeds from exercise of employee share options.

56

Liquidity and Capital Resources – continued

Capital Expenditures in the three months ended March 31, 2013

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 three months ended March 31, 2013.

										Retail
(Amounts in thousands)				Total		New York		Washington, DC		Properties		Other
Expenditures to maintain assets				$	5,267	$	3,636	$	1,496	$	103	$	32
Tenant improvements					55,505		39,517		12,931		2,296		761
Leasing commissions					21,026		18,418		2,023		585		-
Non-recurring capital expenditures					1,576		1,576		-		-		-
Total capital expenditures and leasing
	commissions (accrual basis)				83,374		63,147		16,450		2,984		793
Adjustments to reconcile to cash basis:
		Expenditures in the current year
			applicable to prior periods		37,330		9,192		7,718		2,019		18,401
		Expenditures to be made in future
			periods for the current period		(45,265)		(30,579)		(14,539)		(2,881)		2,734
Total capital expenditures and leasing
	commissions (cash basis)			$	75,439	$	41,760	$	9,629	$	2,122	$	21,928
Tenant improvements and leasing commissions:
	Per square foot per annum			$	3.83	$	4.56	$	8.44	$	0.61	$	-
	Percentage of initial rent				9.2%		7.2%		20.7%		3.6%		-

Development and Redevelopment Expenditures in the three months ended March 31, 2013

Development and redevelopment expenditures consist of all hard and soft costs associated with the development or redevelopment of a property, including tenant improvements, leasing commissions, capitalized interest and operating costs until the property is substantially completed and ready for its intended use.  Below is a summary of development and redevelopment expenditures incurred in the three months ended March 31, 2013.

								Retail
(Amounts in thousands)		Total		New York		Washington, DC		Properties		Other
Springfield Mall		$	8,792	$	-	$	-	$	8,792	$	-
1290 Avenue of the Americas			6,105		6,105		-		-		-
220 Central Park South			3,914		-		-		-		3,914
1540 Broadway			2,707		2,707		-		-		-
Marriott Marquis Times Square - retail
	and signage		2,695		2,695		-		-		-
LED Signage			2,228		2,228		-		-		-
North Plainfield, New Jersey			1,071		-		-		1,071		-
Other			7,822		1,621		5,205		807		189
		$	35,334	$	15,356	$	5,205	$	10,670	$	4,103

We are in the process of a renovation of the Springfield Mall, which is expected to be substantially completed in 2014.  The estimated cost of this project is approximately $225,000,000, of which $21,500,000 was expended prior to 2013 and $100,000,000 is expected to be expended in 2013 and the balance is to be expended in 2014.  There can be no assurance that this project will be completed on schedule or within budget. 

57

Liquidity and Capital Resources – continued

Cash Flows for the Three Months Ended March 31, 2012

Our cash and cash equivalents were $614,359,000 at March 31, 2012, a $7,806,000 increase over the balance at December 31, 2011.  This increase was primarily due to cash flows from operating and investing activities, partially offset by cash flows from financing activities, as discussed below.

Cash flows provided by operating activities of $307,103,000 was comprised of (i) net income of $280,264,000, (ii) distributions of income from partially owned entities of $14,194,000, and (iii) the net change in operating assets and liabilities of $95,004,000, including $28,980,000 related to Real Estate Fund investments, partially offset by (iv) $82,359,000 of non-cash adjustments, which include depreciation and amortization expense, the effect of straight-lining of rental income, equity in net income of partially owned entities and net gains on sale of real estate.

Net cash provided by investing activities of $172,095,000 was comprised of (i) $306,022,000 of proceeds from sales of real estate and related investments, (ii) $4,203,000 of capital distributions from partially owned entities, (iii) $13,123,000 of proceeds from the repayment of loan to officer, and (iv) $554,000 of proceeds from sales and repayments of mezzanine loans, partially offset by (v) $46,732,000 of investments in partially owned entities, (vi) $44,052,000 of additions to real estate, (vii) $20,614,000 of development costs and construction in progress, (viii) $21,054,000 of acquisitions of real estate, and (ix) $19,355,000 of changes in restricted cash.

Net cash used in financing activities of $471,392,000 was comprised of (i) $884,679,000 for the repayments of borrowings, (ii) $127,973,000 of dividends paid on common shares, (iii) $34,092,000 of distributions to noncontrolling interests, (iv) $30,034,000 for the repurchase of shares related to stock compensation agreements and related tax holdings, (v) $17,789,000 of dividends paid on preferred shares, and (vi) $9,822,000 of debt issuance and other costs, partially offset by (vii) $625,000,000 of proceeds from borrowings and (viii) $7,997,000 of proceeds from exercise of employee share options.

58

Liquidity and Capital Resources – continued

Capital Expenditures in the three months ended March 31, 2012

										Retail
(Amounts in thousands)				Total		New York		Washington, DC		Properties		Other
Expenditures to maintain assets				$	7,728	$	4,234	$	1,195	$	428	$	1,871
Tenant improvements					38,512		14,198		16,374		5,840		2,100
Leasing commissions					12,712		7,719		3,892		1,087		14
Non-recurring capital expenditures					799		185		-		-		614
Total capital expenditures and leasing
	commissions (accrual basis)				59,751		26,336		21,461		7,355		4,599
Adjustments to reconcile to cash basis:
		Expenditures in the current year
			applicable to prior periods		40,067		14,685		10,946		3,595		10,841
		Expenditures to be made in future
			periods for the current period		(43,359)		(16,004)		(18,720)		(5,620)		(3,015)
Total capital expenditures and leasing
	commissions (cash basis)			$	56,459	$	25,017	$	13,687	$	5,330	$	12,425
Tenant improvements and leasing commissions:
	Per square foot per annum			$	3.71	$	4.95	$	5.28	$	1.55	$	-
	Percentage of initial rent				9.0%		7.6%		13.1%		7.7%		-

Development and Redevelopment Expenditures in the three months ended March 31, 2012

							Retail
(Amounts in thousands)	Total		New York		Washington, DC		Properties		Other
Bergen Town Center	$	3,979	$	-	$	-	$	3,979	$	-
Beverly Connection		3,437		-		-		3,437		-
510 Fifth Avenue		2,294		2,294		-		-		-
Poughkeepsie, New York		1,108		-		-		1,108		-
Other		9,796		2,990		3,945		2,262		599
	$	20,614	$	5,284	$	3,945	$	10,786	$	599

59

Liquidity and Capital Resources – continued

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not 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.

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 March 31, 2013, the aggregate dollar amount of these guarantees and master leases is approximately $305,000,000.

At March 31, 2013, $22,167,000of letters of credit were outstanding under one of our revolving credit facilities.  Our 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 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.

Two of our wholly owned subsidiaries that are contracted to develop and operate the Cleveland Medical Mart and Convention Center, in Cleveland, Ohio, are required to fund $11,500,000, primarily for tenant improvements, and they are responsible for operating expenses and are entitled to the net operating income, if any, upon the completion of development and the commencement of operations.  As of March 31, 2013, our subsidiaries have funded approximately $4,000,000 of the commitment.

As of March 31, 2013, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $169,000,000.

60

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 gain from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets, extraordinary items and other specified non-cash items, including the pro-rata share of such adjustments of unconsolidated subsidiaries.  FFO and FFO per diluted share are used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.  FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flows as a liquidity measure.  FFO may not be comparable to similarly titled measures employed by other companies.  The calculations of both the numerator and denominator used in the computation of income per share are disclosed in footnote 21 – Income per Share, in the notes to our consolidated financial statements on page 30 of this Quarterly Report on Form 10-Q.

FFO for the Three Months Ended March 31, 2013 and 2012

FFO attributable to common shareholders plus assumed conversions was $201,820,000, or $1.08 per diluted share for the three months ended March 31, 2013, compared to $348,452,000, or $1.82 per diluted share, for the prior year’s quarter.  Details of certain items that affect comparability are discussed in the financial results summary of our “Overview.”

			For The Three Months
(Amounts in thousands, except per share amounts)			Ended March 31,
Reconciliation of our net income to FFO:			2013		2012
Net income attributable to Vornado			$	262,922	$	251,522
Depreciation and amortization of real property				132,513		132,558
Net gains on sale of real estate				(202,329)		(55,817)
Real estate impairment losses				1,514		-
Proportionate share of adjustments to equity in net income
	of Toys, to arrive at FFO:
		Depreciation and amortization of real property		19,325		17,288
		Real estate impairment losses		3,650		7,026
		Income tax effect of above adjustments		(8,050)		(8,497)
Proportionate share of adjustments to equity in net income of
	partially owned entities, excluding Toys, to arrive at FFO:
		Depreciation and amortization of real property		21,830		21,376
		Net gains on sale of real estate		(465)		(661)
		Real estate impairment losses		-		1,849
Noncontrolling interests' share of above adjustments				1,814		(7,060)
FFO				232,724		359,584
Preferred share dividends				(21,702)		(17,787)
Preferred share redemptions				(9,230)		-
FFO attributable to common shareholders				201,792		341,797
Interest on 3.88% exchangeable senior debentures				-		6,626
Convertible preferred share dividends				28		29
FFO attributable to common shareholders plus assumed conversions			$	201,820	$	348,452
Reconciliation of Weighted Average Shares
	Weighted average common shares outstanding			186,752		185,370
	Effect of dilutive securities:
		Employee stock options and restricted share awards		727		730
		Convertible preferred shares		50		50
		3.88% exchangeable senior debentures		-		5,736
	Denominator for FFO per diluted share			187,529		191,886
FFO attributable to common shareholders plus assumed conversions per diluted share			$	1.08	$	1.82

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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)			2013						2012
						Weighted	Effect of 1%				Weighted
			March 31,			Average	Change In		December 31,		Average
Consolidated debt:			Balance			Interest Rate	Base Rates		Balance		Interest Rate
	Variable rate		$	1,601,651		2.18%	$	16,017	$	3,062,325	1.85%
	Fixed rate			8,819,528		5.05%		-		8,129,009	5.18%
			$	10,421,179		4.61%		16,017	$	11,191,334	4.27%
Pro-rata share of debt of non-consolidated
	entities (non-recourse):
	Variable rate – excluding Toys		$	287,240		2.99%		2,872	$	264,531	2.88%
	Variable rate – Toys			644,176		6.19%		6,442		703,922	5.69%
	Fixed rate (including $1,078,676 and
		$1,148,407 of Toys debt in 2013 and 2012)		2,758,709	(1)	7.25%		-		3,030,476	7.04%
			$	3,690,125		6.73%		9,314	$	3,998,929	6.53%
Noncontrolling interests’ share of above								(1,419)
Total change in annual net income							$	23,912
Per share-diluted							$	0.13
(1)	Excludes $23.7 billion for our 26.2% pro rata share of LNR's liabilities related to consolidated CMBS and CDO trusts which are non-recourse to LNR and its equity holders, including us.

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 March 31, 2013, we have one interest rate cap with a principal amount of $60,000,000 and an interest rate of 2.36%.  This cap is based on a notional amount of $60,000,000 and caps LIBOR at a rate of 7.00%.  In addition, we have one interest rate swap on a $425,000,000 mortgage loan that swapped the rate from LIBOR plus 2.00% (2.20% at March 31, 2013) to a fixed rate of 5.13% for the remaining five-year term of the loan. 

As of March 31, 2013, we have investments in mezzanine loans with an aggregate carrying amount of $150,149,000 that are based on variable interest rates which partially mitigate our exposure to a change in interest rates on our variable rate debt.

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 rate at which similar loans could be made currently to borrowers with similar credit ratings, for the remaining term of such debt.  As of March 31, 2013, the estimated fair value of our consolidated debt was $10,673,000,000.

Derivative Instruments

We have, and may in the future enter into, derivative positions that do not qualify for hedge accounting treatment, including our economic interest in J.C. Penney common shares.  Because these derivatives do not qualify for hedge accounting treatment, the gains or losses resulting from their mark-to-market at the end of each reporting period are recognized as an increase or decrease in “interest and other investment income, net” on our consolidated statements of income. In addition, we are, and may in the future be, subject to additional expense based on the notional amount of the derivative positions and a specified spread over LIBOR. Because the market value of these instruments can vary significantly between periods, we may experience significant fluctuations in the amount of our investment income or expense in any given period. In the three months ended March 31, 2013 and 2012, we recognized a loss of $22,540,000 and income of $1,045,000, respectively, from derivative instruments.

62

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 March 31, 2013, 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.

63

PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings

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.

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

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

During the first quarter of 2013, we issued 1,069 common shares upon the redemption of Class A units of the Operating Partnership held by persons who received units, in private placements in earlier periods, in exchange for their interests in limited partnerships that owned real estate. The common shares were issued without registration under the Securities Act of 1933 in reliance on Section 4 (2) of that Act.

Information relating to compensation plans under which our equity securities are authorized for issuance is set forth under Part III, Item 12 of the Annual Report on Form 10-K for the year ended December 31, 2012, and such information is incorporated by reference herein.

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.

64

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: May 6, 2013	By:	/s/ Joseph Macnow
		Joseph Macnow, Executive Vice President –Finance and Administration and Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

65

 

	EXHIBIT INDEX
Exhibit No.
	3.3		-	Articles Supplementary, 5.40% Series L Cumulative Redeemable Preferred Shares of	*
				Beneficial Interest, liquidation preference $25.00 per share, no par value – Incorporated by
				reference to Exhibit 3.6 to Vornado Realty Trust’s Registration Statement on Form 8-A
				(File No. 001-11954), filed on January 25, 2013
	3.49		-	Forty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership,	*
				dated as of January 25, 2013 – Incorporated by reference to Exhibit 3.1 to Vornado Realty
				L.P.’s Current Report on Form 8-K (File No. 001-34482), filed on January 25, 2013
	10.46	**	-	Letter Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated	*
				February 27, 2013. Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust’s
				Current Report on Form 8-K (File No. 001-11954), filed on February 27, 2013
	10.47	**	-	Waiver and Release between Vornado Realty Trust and Michael D. Fascitelli, dated	*
				February 27, 2013. Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust’s
				Current Report on Form 8-K (File No. 001-11954), filed on February 27, 2013
	10.48		-	Amendment to June 2011 Revolving Credit Agreement dated as of March 28, 2013, by and
				among Vornado Realty L.P., as Borrower, the banks listed on the signature pages, and
				J.P. Morgan Chase Bank N.A., as Administrative Agent
	10.49		-	Amendment to November 2011 Revolving Credit Agreement dated as of March 28, 2013, by
				and among Vornado Realty L.P., as Borrower, the banks listed on the signature pages,
				and J.P. Morgan Chase Bank N.A., as Administrative Agent
	10.50	**	-	Form of Vornado Realty Trust 2013 Outperformance Plan Award Agreement
	15.1		-	Letter regarding Unaudited Interim Financial
	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
				______________________________
		*		Incorporated by reference
		**		Management contract or compensation agreement