Vornado Realty Trust (VNO) 10-Q 2014 Q2 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:    June 30, 2014

Or

o TRANSITION REPORT PURSUANT TOSECTION 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.  Yesx Noo

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).  Yesx Noo

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).  Yeso  Nox

As of June 30, 2014, 187,664,768 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
		June 30, 2014 and December 31, 2013	3
		Consolidated Statements of Income (Unaudited) for the
		Three and Six Months Ended June 30, 2014 and 2013	4
		Consolidated Statements of Comprehensive Income (Unaudited)
		for the Three and Six Months Ended June 30, 2014 and 2013	5
		Consolidated Statements of Changes in Equity (Unaudited) for the
		Six Months Ended June 30, 2014 and 2013	6
		Consolidated Statements of Cash Flows (Unaudited) for the
		Six Months Ended June 30, 2014 and 2013	8
		Notes to Consolidated Financial Statements (Unaudited)	10
		Report of Independent Registered Public Accounting Firm	33
	Item 2.	Management's Discussion and Analysis of Financial Condition
		and Results of Operations	34
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	73
	Item 4.	Controls and Procedures	74
PART II.		Other Information:
	Item 1.	Legal Proceedings	75
	Item 1A.	Risk Factors	75
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
	Item 3.	Defaults Upon Senior Securities	75
	Item 4.	Mine Safety Disclosures	75
	Item 5.	Other Information	75
	Item 6.	Exhibits	75
SIGNATURES			76
EXHIBIT INDEX			77

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)			June 30,		December 31,
ASSETS			2014		2013
Real estate, at cost:
	Land		$	4,051,053	$	4,068,306
	Buildings and improvements			12,519,973		12,475,556
	Development costs and construction in progress			1,550,084		1,353,121
	Leasehold improvements and equipment			132,485		132,483
		Total		18,253,595		18,029,466
	Less accumulated depreciation and amortization			(3,527,372)		(3,381,457)
Real estate, net				14,726,223		14,648,009
Cash and cash equivalents				1,371,226		583,290
Restricted cash				160,353		262,440
Marketable securities				206,917		191,917
Tenant and other receivables, net of allowance for doubtful accounts of $21,521 and $21,869				118,217		115,862
Investments in partially owned entities				1,267,370		1,166,443
Investment in Toys "R" Us				26,309		83,224
Real Estate Fund investments				549,091		667,710
Mortgage and mezzanine loans receivable, net of allowance of $5,811 and $5,845				17,417		170,972
Receivable arising from the straight-lining of rents, net of allowance of $3,375 and $4,355				850,278		817,357
Deferred leasing and financing costs, net of accumulated amortization of $286,668 and $264,451				467,455		411,927
Identified intangible assets, net of accumulated amortization of $233,449 and $277,998				289,475		311,963
Assets related to discontinued operations				208,309		314,622
Other assets				478,139		351,488
			$	20,736,779	$	20,097,224
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable			$	8,988,843	$	8,331,993
Senior unsecured notes				1,791,814		1,350,855
Revolving credit facility debt				88,138		295,870
Accounts payable and accrued expenses				452,641		422,276
Deferred revenue				501,384		529,048
Deferred compensation plan				111,858		116,515
Liabilities related to discontinued operations				-		13,950
Other liabilities				382,789		438,353
	Total liabilities			12,317,467		11,498,860
Commitments and contingencies
Redeemable noncontrolling interests:
	Class A units - 11,430,318 and 11,292,038 units outstanding			1,219,958		1,002,620
	Series D cumulative redeemable preferred unit - 1 unit outstanding			1,000		1,000
		Total redeemable noncontrolling interests		1,220,958		1,003,620
Vornado shareholders' equity:
	Preferred shares of beneficial interest: no par value per share; authorized 110,000,000
		shares; issued and outstanding 52,678,939 and 52,682,807 shares		1,277,026		1,277,225
	Common shares of beneficial interest: $.04 par value per share; authorized
		250,000,000 shares; issued and outstanding 187,664,768 and 187,284,688 shares		7,484		7,469
	Additional capital			6,949,663		7,143,840
	Earnings less than distributions			(1,872,250)		(1,734,839)
	Accumulated other comprehensive income			92,221		71,537
		Total Vornado shareholders' equity		6,454,144		6,765,232
Noncontrolling interests in consolidated subsidiaries				744,210		829,512
	Total equity			7,198,354		7,594,744
			$	20,736,779	$	20,097,224
See notes to consolidated financial statements (unaudited).

3

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
		For the Three				For the Six
		Months Ended June 30,				Months Ended June 30,
(Amounts in thousands, except per share amounts)		2014		2013		2014		2013
REVENUES:
	Property rentals	$	540,124	$	534,074	$	1,068,224	$	1,067,867
	Tenant expense reimbursements		76,202		72,291		162,792		148,255
	Cleveland Medical Mart development project		-		16,990		-		29,133
	Fee and other income		50,280		47,861		96,208		144,674
Total revenues			666,606		671,216		1,327,224		1,389,929
EXPENSES:
	Operating		261,453		259,168		534,844		524,915
	Depreciation and amortization		129,025		133,180		276,676		272,497
	General and administrative		44,568		50,305		96,726		101,685
	Cleveland Medical Mart development project		-		15,151		-		26,525
	Impairment losses, acquisition and transaction related costs		4,083		3,350		25,867		3,951
Total expenses			439,129		461,154		934,113		929,573
Operating income			227,477		210,062		393,111		460,356
(Loss) applicable to Toys "R" Us			(57,591)		(36,861)		(55,744)		(35,102)
Income from partially owned entities			3,849		1,472		3,981		22,238
Income from Real Estate Fund			100,110		34,470		118,258		51,034
Interest and other investment income (loss), net			9,435		26,415		21,328		(22,660)
Interest and debt expense			(117,051)		(120,657)		(226,493)		(241,003)
Net gain (loss) on disposition of wholly owned and partially
	owned assets		905		1,005		10,540		(35,719)
Income before income taxes			167,134		115,906		264,981		199,144
Income tax expense			(3,599)		(2,877)		(5,181)		(3,950)
Income from continuing operations			163,535		113,029		259,800		195,194
Income from discontinued operations			2,152		69,292		4,043		276,054
Net income			165,687		182,321		263,843		471,248
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(63,975)		(14,930)		(75,554)		(26,216)
	Operating Partnership		(4,691)		(8,849)		(8,539)		(22,782)
	Preferred unit distributions of the Operating Partnership		(13)		(348)		(25)		(1,134)
Net income attributable to Vornado			97,008		158,194		179,725		421,116
Preferred share dividends			(20,366)		(20,368)		(40,734)		(42,070)
Preferred unit and share redemptions			-		8,100		-		(1,130)
NET INCOME attributable to common shareholders		$	76,642	$	145,926	$	138,991	$	377,916
INCOME PER COMMON SHARE - BASIC:
	Income from continuing operations, net	$	0.40	$	0.43	$	0.72	$	0.63
	Income from discontinued operations, net		0.01		0.35		0.02		1.39
	Net income per common share	$	0.41	$	0.78	$	0.74	$	2.02
	Weighted average shares outstanding		187,527		186,931		187,418		186,842
INCOME PER COMMON SHARE - DILUTED:
	Income from continuing operations, net	$	0.40	$	0.43	$	0.72	$	0.62
	Income from discontinued operations, net		0.01		0.35		0.02		1.39
	Net income per common share	$	0.41	$	0.78	$	0.74	$	2.01
	Weighted average shares outstanding		188,617		187,720		188,431		187,627
DIVIDENDS PER COMMON SHARE		$	0.73	$	0.73	$	1.46	$	1.46
See notes to consolidated financial statements (unaudited).

4

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
			For the Three				For the Six
			Months Ended June 30,				Months Ended June 30,
(Amounts in thousands)			2014		2013		2014		2013
Net income			$	165,687	$	182,321	$	263,843	$	471,248
Other comprehensive income (loss):
	Change in unrealized net gain on available-for-sale securities			1,878		20,348		15,003		169,138
	Pro rata share of other comprehensive income (loss) of
		nonconsolidated subsidiaries		14,163		(19,707)		5,877		(23,354)
	Change in value of interest rate swap			(545)		12,037		1,065		14,560
	Other			(2)		(3)		(1)		530
Comprehensive income				181,181		194,996		285,787		632,122
Less comprehensive income attributable to noncontrolling interests				(69,578)		(24,862)		(85,378)		(59,166)
Comprehensive income attributable to Vornado			$	111,603	$	170,134	$	200,409	$	572,956
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, 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 attributable to Vornado				-		-		-		-		-		421,116		-		-		421,116
Net income attributable to
	noncontrolling interests in
	consolidated subsidiaries			-		-		-		-		-		-		-		26,216		26,216
Dividends on common shares				-		-		-		-		-		(272,825)		-		-		(272,825)
Dividends on preferred shares				-		-		-		-		-		(42,070)		-		-		(42,070)
Issuance of Series L preferred shares				12,000		290,536		-		-		-		-		-		-		290,536
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		-		-		180		7		14,973		-		-		-		14,980
	Under employees' share
		option plan		-		-		62		3		3,564		-		-		-		3,567
	Under dividend reinvestment plan			-		-		11		-		903		-		-		-		903
Contributions:
	Real Estate Fund			-		-		-		-		-		-		-		18,781		18,781
	Other			-		-		-		-		-		-		-		15,186		15,186
Distributions:
	Real Estate Fund			-		-		-		-		-		-		-		(43,145)		(43,145)
	Other			-		-		-		-		-		-		-		(120,051)		(120,051)
Conversion of Series A preferred
	shares to common shares			(2)		(90)		3		-		90		-		-		-		-
Deferred compensation shares
	and options			-		-		-		-		4,786		(305)		-		-		4,481
Change in unrealized net gain
	on available-for-sale securities			-		-		-		-		-		-		169,138		-		169,138
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(23,354)		-		(23,354)
Change in value of interest rate swap				-		-		-		-		-		-		14,560		-		14,560
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		(29,393)		-		-		-		(29,393)
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		(9,034)		-		(9,034)
Preferred unit and share redemptions				-		-		-		-		-		(1,130)		-		-		(1,130)
Deconsolidation of partially
	owned entity			-		-		-		-		-		-		-		(165,427)		(165,427)
Other				-		-		-		-		(25)		(3,154)		530		(34)		(2,683)
Balance, June 30, 2013				52,683	$	1,277,455		186,991	$	7,450	$	7,190,336	$	(1,471,643)	$	132,894	$	784,735	$	7,921,227
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, 2013				52,683	$	1,277,225		187,285	$	7,469	$	7,143,840	$	(1,734,839)	$	71,537	$	829,512	$	7,594,744
Net income attributable to Vornado				-		-		-		-		-		179,725		-		-		179,725
Net income attributable to
	noncontrolling interests in
	consolidated subsidiaries			-		-		-		-		-		-		-		75,554		75,554
Dividends on common shares				-		-		-		-		-		(273,694)		-		-		(273,694)
Dividends on preferred shares				-		-		-		-		-		(40,734)		-		-		(40,734)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		199		8		19,763		-		-		-		19,771
	Under employees' share
		option plan		-		-		159		6		9,200		-		-		-		9,206
	Under dividend reinvestment plan			-		-		9		-		919		-		-		-		919
Contributions:
	Real Estate Fund			-		-		-		-		-		-		-		5,297		5,297
Distributions:
	Real Estate Fund			-		-		-		-		-		-		-		(132,819)		(132,819)
	Other			-		-		-		-		-		-		-		(301)		(301)
Transfer of noncontrolling interest
	in Real Estate Fund			-		-		-		-		-		-		-		(33,028)		(33,028)
Conversion of Series A preferred
	shares to common shares			(4)		(193)		6		-		193		-		-		-		-
Deferred compensation shares
	and options			-		-		7		1		3,383		(340)		-		-		3,044
Change in unrealized net gain on
	available-for-sale securities			-		-		-		-		-		-		15,003		-		15,003
Pro rata share of other
	comprehensive income of
	nonconsolidated subsidiaries			-		-		-		-		-		-		5,877		-		5,877
Change in value of interest rate swap				-		-		-		-		-		-		1,065		-		1,065
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		(227,338)		-		-		-		(227,338)
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		(1,260)		-		(1,260)
Other				-		(6)		-		-		(297)		(2,368)		(1)		(5)		(2,677)
Balance, June 30, 2014				52,679	$	1,277,026		187,665	$	7,484	$	6,949,663	$	(1,872,250)	$	92,221	$	744,210	$	7,198,354
See notes to consolidated financial statements (unaudited).

7

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
			For the Six Months Ended
			June 30,
			2014		2013
(Amounts in thousands)
Cash Flows from Operating Activities:
Net income			$	263,843	$	471,248
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization (including amortization of deferred financing costs)			288,187		289,643
	Return of capital from Real Estate Fund investments			140,920		56,664
	Net realized and unrealized gains on Real Estate Fund investments			(111,227)		(47,109)
	Equity in net loss of partially owned entities, including Toys “R” Us			51,763		12,864
	Straight-lining of rental income			(33,413)		(32,730)
	Distributions of income from partially owned entities			25,784		23,774
	Amortization of below-market leases, net			(22,624)		(28,511)
	Impairment losses			20,842		4,007
	Other non-cash adjustments			20,546		42,339
	Net (gain) loss on disposition of wholly owned and partially owned assets			(10,540)		35,719
	Defeasance cost in connection with the refinancing of mortgage notes payable			5,589		-
	Net gains on sale of real estate			-		(267,994)
	Non-cash impairment loss on J.C. Penney common shares			-		39,487
	Loss from the mark-to-market of J.C. Penney derivative position			-		13,475
	Changes in operating assets and liabilities:
		Real Estate Fund investments		(2,666)		(30,893)
		Accounts receivable, net		(2,355)		53,821
		Prepaid assets		(138,884)		(104,149)
		Other assets		(43,842)		(35,570)
		Accounts payable and accrued expenses		2,157		(50,690)
		Other liabilities		(6,437)		(595)
Net cash provided by operating activities				447,643		444,800
Cash Flows from Investing Activities:
	Development costs and construction in progress			(214,615)		(85,550)
	Proceeds from sales of real estate and related investments			125,037		648,167
	Additions to real estate			(105,116)		(113,060)
	Restricted cash			102,087		16,596
	Proceeds from repayments of mortgage and mezzanine loans receivable and other			96,159		47,950
	Investments in partially owned entities			(62,894)		(59,472)
	Acquisitions of real estate and other			(8,963)		(53,992)
	Distributions of capital from partially owned entities			1,791		281,991
	Proceeds from the sale of LNR			-		240,474
	Proceeds from sales of marketable securities			-		160,715
	Funding of J.C. Penney derivative collateral			-		(98,447)
	Return of J.C. Penney derivative collateral			-		85,450
	Investment in mortgage and mezzanine loans receivable			-		(137)
Net cash (used in) provided by investing activities				(66,514)		1,070,685
See notes to consolidated financial statements (unaudited).

8

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
				For the Six Months Ended
				June 30,
				2014		2013
(Amounts in thousands)
Cash Flows from Financing Activities:
	Proceeds from borrowings			$	1,398,285	$	1,583,357
	Repayments of borrowings				(313,444)		(2,800,441)
	Dividends paid on common shares				(273,694)		(272,825)
	Purchase of marketable securities in connection with the defeasance of mortgage
		notes payable			(198,884)		-
	Distributions to noncontrolling interests				(149,944)		(181,510)
	Dividends paid on preferred shares				(40,737)		(42,451)
	Debt issuance costs				(29,560)		(9,520)
	Proceeds received from exercise of employee share options				10,125		4,470
	Contributions from noncontrolling interests				5,297		33,967
	Repurchase of shares related to stock compensation agreements and/or related
		tax withholdings			(637)		(332)
	Purchases of outstanding preferred units and shares				-		(299,400)
	Proceeds from the issuance of preferred shares				-		290,536
Net cash provided by (used in) financing activities					406,807		(1,694,149)
Net increase (decrease) in cash and cash equivalents					787,936		(178,664)
Cash and cash equivalents at beginning of period					583,290		960,319
Cash and cash equivalents at end of period				$	1,371,226	$	781,655
Supplemental Disclosure of Cash Flow Information:
	Cash payments for interest, excluding capitalized interest of $30,182 and $17,492			$	214,239	$	235,588
	Cash payments for income taxes			$	6,726	$	4,732
Non-Cash Investing and Financing Activities:
	Marketable securities transferred in connection with the defeasance of mortgage
		notes payable		$	198,884	$	-
	Defeasance of mortgage notes payable				(193,406)		-
	Elimination of a mortgage and mezzanine loan asset and liability				59,375		-
	Transfer of interest in Real Estate Fund to an unconsolidated joint venture				(58,564)		-
	Transfer of noncontrolling interest in Real Estate Fund				(33,028)		-
	Decrease in assets and liabilities resulting from the deconsolidation of Independence Plaza:
			Real estate, net		-		(852,166)
			Notes and mortgages payable		-		(322,903)
	Cash restricted for like kind exchange of real estate				-		(155,810)
See notes to consolidated financial statements (unaudited).

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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 June 30, 2014.  All references to “we,” “us,” “our,” the “Company” and “Vornado” refer to Vornado Realty Trust and its consolidated subsidiaries, including the Operating Partnership.

On April 11, 2014, we announced a plan to spin off our shopping center business, consisting of 80 strip centers, four malls and a warehouse park adjacent to our East Hanover strip center, into a new publicly traded REIT (“SpinCo”).  The spin-off is expected to be effectuated through a pro rata distribution of SpinCo’s shares to Vornado common shareholders and Vornado Realty L.P. common unitholders, and is intended to be treated as tax-free for U.S. federal income tax purposes.  On June 26, 2014, SpinCo filed its initial registration statement on Form 10 with the Securities and Exchange Commission (“SEC”).  We expect the spin-off to be completed by the end of 2014, subject to certain conditions, including the SEC declaring SpinCo’s registration statement effective, filing and approval of SpinCo’s listing application with the NYSE, receipt of third party consents, and formal approval and declaration of the distribution by Vornado’s Board of Trustees.  Vornado may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms.  Vornado will retain, for disposition in the near term, 22 small retail assets which do not fit SpinCo’s strategy, and the Springfield Town Center, which is under contract for disposition (see Note 8 – Dispositions).   

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 SEC and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2013, as filed with the SEC.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.  The results of operations for the three and six months ended June 30, 2014 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. 

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(UNAUDITED)

3.    Recently Issued Accounting Literature

In June 2013, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2013-08”) to Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies (“Topic 946”).  ASU 2013-08 amends the guidance in Topic 946 for determining whether an entity qualifies as an investment company and requires certain additional disclosures.  ASU 2013-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013.  The adoption of this update as of January 1, 2014, did not have any impact on our real estate fund or our consolidated financial statements.

In April 2014, the FASB issued an update (“ASU 2014-08”) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to ASC Topic 205, Presentation of Financial Statements and ASC Topic 360, Property Plant and Equipment.  Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations.  In addition, ASU 2014-08 expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations.  ASU 2014-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014.  We are currently evaluating the impact of ASU 2014-08 on our consolidated financial statements. 

In May 2014, the FASB issued an update ("ASU 2014-09") establishing ASC Topic 606, Revenue from Contracts with Customers.  ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance.  ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.  ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2016.  We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation.  ASU 2014-12 requires an entity to treat performance targets that can be met after the requisite service period of a share based award has ended, as a performance condition that affects vesting.  ASU 2014-12 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2015.  We are currently evaluating the impact of the adoption of ASU 2014-12 on our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

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

We are the general partner and investment manager of the Fund.  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.

On June 26, 2014, the Fund sold its 64.7% interest in One Park Avenue to a newly formed joint venture that we and an institutional investor own 55% and 45%, respectively (see Note 7 -Investments in Partially Owned Entities - One Park Avenue).  This transaction was based on a property value of $560,000,000.  From the inception of this investment through its disposition, the Fund realized a $75,069,000 net gain.

On June 24, 2014, the Fund and its 50% joint venture partner entered into an agreement to sell Georgetown Park, a 305,000 square foot retail property, for $272,500,000.

At June 30, 2014, the Fund had eight investments with an aggregate fair value of $549,091,000, or $189,571,000 in excess of cost, and had remaining unfunded commitments of $142,118,000, of which our share was $35,529,000.  Below is a summary of income from the Fund for the three and six months ended June 30, 2014 and 2013.

	For the Three Months				For the Six Months
(Amounts in thousands)	Ended June 30,				Ended June 30,
	2014		2013		2014		2013
Net investment income	$	3,052	$	877	$	7,031	$	3,925
Net realized gains on exited investments		75,069		-		75,069		-
Previously recorded unrealized gains on exited investments		(35,365)		-		(22,388)		-
Net unrealized gains on held investments		57,354		33,593		58,546		47,109
Income from Real Estate Fund		100,110		34,470		118,258		51,034
Less (income) attributable to noncontrolling interests		(61,780)		(14,359)		(72,629)		(23,899)
Income from Real Estate Fund attributable to Vornado(1)	$	38,330	$	20,111	$	45,629	$	27,135
___________________________________
(1)       Excludes management, leasing and development fees of $745 and $827 for the three months ended June 30, 2014 and 2013, respectively, and $1,449 and $1,676 for the six months ended June 30, 2014 and 2013, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

5.    Marketable Securities

Below is a summary of our marketable securities portfolio as of June 30, 2014 and December 31, 2013.

(Amounts in thousands)		As of June 30, 2014						As of December 31, 2013
				GAAP		Unrealized				GAAP		Unrealized
		Fair Value		Cost		Gain		Fair Value		Cost		Gain
Equity securities:
	Lexington Realty Trust	$	203,344	$	72,549	$	130,795	$	188,567	$	72,549	$	116,018
	Other		3,573		56		3,517		3,350		59		3,291
		$	206,917	$	72,605	$	134,312	$	191,917	$	72,608	$	119,309

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, resulting in a net loss of $36,800,000, which is included in “net gain (loss) on disposition of wholly owned and partially owned assets” on our consolidated statements of income for the six months ended June 30, 2013. 

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(UNAUDITED)

6.    Mortgage and Mezzanine Loans Receivable

In October 2012, we acquired a 25.0% participation in a mortgage and mezzanine loan on 701 Seventh Avenue.  In March 2013, we transferred at par, the 25.0% participation in the mortgage loan to a third party, for $59,375,000 in cash.  The transfer did not qualify for sale accounting given our continuing interest in the mezzanine loan.  Accordingly, we continued to include the 25.0% participation in the mortgage loan in “mortgage and mezzanine loans receivable” and recorded a $59,375,000 liability in “other liabilities” on our consolidated balance sheet.  In January 2014, the mortgage and mezzanine loans were repaid; accordingly, the $59,375,000 asset and liability were eliminated.  

In March 2014, a $30,000,000 mezzanine loan that was scheduled to mature in January 2015 was repaid. In May 2014, a $25,000,000 mezzanine loan that was scheduled to mature in November 2014 was repaid.

As of June 30, 2014 and December 31, 2013, the carrying amount of mortgage and mezzanine loans receivable was $17,417,000 and $170,972,000, respectively.  These loans have a weighted average interest rate of 9.1% and 11.0% at June 30, 2014 and December 31, 2013, respectively, and have maturities ranging from April 2015 to May 2016. 

7.    Investments in Partially Owned Entities

Toys “R” Us (“Toys”)

As of June 30, 2014, we own 32.6% 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 and substantially all of Toys’ net income is generated in its fourth quarter.

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

(Amounts in thousands)							Balance as of
Balance Sheet:							May 3, 2014		November 2, 2013
	Assets						$	10,358,000	$	11,756,000
	Liabilities							9,130,000		10,437,000
	Noncontrolling interests							83,000		75,000
	Toys “R” Us, Inc. equity (1)							1,145,000		1,244,000
			For the Three Months Ended				For the Six Months Ended
Income Statement:			May 3, 2014		May 4, 2013		May 3, 2014		May 4, 2013
	Total revenues		$	2,479,000	$	2,408,000	$	7,746,000	$	8,178,000
	Net income attributable to Toys			(194,000)		(119,000)		(111,000)		122,000
(1)		At June 30, 2014, the carrying amount of our investment in Toys is less than our share of Toys' equity by approximately $347,337. This basis difference results primarily from non-cash impairment losses aggregating $355,953 that we have recognized through June 30, 2014. We have allocated the basis difference primarily to Toys' real estate, which is being amortized over its remaining estimated useful life.

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(UNAUDITED)

7.    Investments in Partially Owned Entities – continued

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

As of June 30, 2014, 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 June 30, 2014, we have a $42,489,000 receivable from Alexander’s for fees under these agreements.

As of June 30, 2014, the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s, based on Alexander’s June 30, 2014 closing share price of $369.47, was $611,128,000, or $444,124,000 in excess of the carrying amount on our consolidated balance sheet.  As of June 30, 2014, 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 $41,569,000.  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.

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

(Amounts in thousands)						Balance as of
Balance Sheet:						June 30, 2014		December 31, 2013
	Assets					$	1,450,000	$	1,458,000
	Liabilities						1,113,000		1,124,000
	Stockholders' equity						337,000		334,000
		For the Three Months Ended June 30,				For the Six Months Ended June 30,
Income Statement:		2014		2013		2014		2013
	Total revenues	$	50,000	$	47,000	$	99,000	$	96,000
	Net income attributable to Alexander’s		17,000		13,000		32,000		27,000

LNR Property LLC (“LNR”)

In January 2013, we and the other equity holders of LNR entered into a definitive agreement to sell LNR for $1.053 billion, of which our share of the net proceeds was $240,474,000.  The definitive agreement provided that LNR would not (i) make any cash distributions to the equity holders, including us, through the completion of the sale, which occurred on April 19, 2013, and (ii) take any of the following actions (among others) without the purchaser’s approval, the lending or advancing of any money, the acquisition of assets in excess of specified amounts, or the issuance of equity interests.  Notwithstanding the terms of the definitive agreement, in accordance with GAAP, we recorded our pro rata share of LNR’s earnings on a one-quarter lag basis through the date of sale, which increased the carrying amount of our investment in LNR above our share of the net sales proceeds and resulted in us recognizing a $27,231,000 “other-than-temporary” impairment loss on our investment in the three months ended March 31, 2013.

One Park Avenue

On June 26, 2014, we invested an additional $22,700,000 to increase our ownership in One Park Avenue to 55.0% from 46.5% through a joint venture with an institutional investor, who increased his ownership interest to 45.0% (see Note 4 –Vornado Capital Partners Real Estate Fund).  The transaction was based on a property value of $560,000,000.  The property is encumbered by a $250,000,000 interest-only mortgage loan that bears interest at 4.995% and matures in March 2016.  We account for our investment in the joint venture under the equity method because we share control over major decisions with our joint venture partner.

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(UNAUDITED)

7.    Investments in Partially Owned Entities – continued

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

			Percentage
(Amounts in thousands)			Ownership at		Balance as of
Investments:			June 30, 2014		June 30, 2014		December 31, 2013
	Toys			32.6%	$	26,309	$	83,224
	Alexander’s			32.4%	$	167,004	$	167,785
	India real estate ventures			4.1%-36.5%		87,859		88,467
	Partially owned office buildings (1)			Various		725,483		621,294
	Other investments (2)			Various		287,024		288,897
					$	1,267,370	$	1,166,443
(1)		Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue and others.
(2)		Includes interests in Independence Plaza, Monmouth Mall, 85 10th Avenue, Fashion Center Mall, 50-70 West 93rd Street and others.

			Percentage		For the Three Months				For the Six Months
(Amounts in thousands)			Ownership at		Ended June 30,				Ended June 30,
Our Share of Net Income (Loss):			June 30, 2014		2014		2013		2014		2013
	Toys:			32.6%
		Equity in net earnings			$	(59,530)	$	(38,708)	$	15,666	$	39,834
		Non-cash impairment losses (see page 13 for details)				-		-		(75,196)		(78,542)
		Management fees				1,939		1,847		3,786		3,606
					$	(57,591)	$	(36,861)	$	(55,744)	$	(35,102)
	Alexander's:			32.4%
		Equity in net income			$	5,272	$	4,077	$	10,031	$	8,486
		Management, leasing and development fees				1,622		1,674		3,248		3,341
						6,894		5,751		13,279		11,827
	India real estate ventures			4.1%-36.5%		(2,041)		(414)		(2,178)		(1,181)
	Partially owned office buildings (1)			Various		990		(1,042)		(1,405)		(1,624)
	Other investments (2)			Various		(1,994)		(2,823)		(5,715)		(4,536)
	Lexington (3)			n/a		-		-		-		(979)
	LNR (see page 14 for details):			n/a
		Equity in net income				-		-		-		45,962
		Impairment loss				-		-		-		(27,231)
						-		-		-		18,731
					$	3,849	$	1,472	$	3,981	$	22,238
(1)		Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue and others.
(2)		Includes interests in Independence Plaza, Monmouth Mall, 85 10th Avenue, Fashion Center Mall, 50-70 West 93rd Street and others.
(3)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale. The 2013 amount represents our share of Lexington's 2012 fourth quarter earnings which was recorded on a one-quarter lag basis.

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(UNAUDITED)

7.    Investments in Partially Owned Entities – continued

Below is a summary of the debt of our partially owned entities as of June 30, 2014 and December 31, 2013, none of which is recourse to us.

			Percentage		Interest	100% of
			Ownership at		Rate at	Partially Owned Entities’ Debt at
(Amounts in thousands)			June 30,		June 30,	June 30,		December 31,
			2014	Maturity	2014	2014		2013
Toys:
	Notes, loans and mortgages payable		32.6%	2014-2021	6.90%	$	5,206,299	$	5,702,247
Alexander's:
	Mortgages payable		32.4%	2015-2021	2.58%	$	1,034,289	$	1,049,959
India real estate ventures:
	TCG Urban Infrastructure Holdings mortgages
		payable	25.0%	2014-2026	13.21%	$	195,891	$	199,021
Partially owned office buildings(1)			Various	2014-2023	5.70%	$	3,646,299	$	3,622,759
Other(2)			Various	2014-2023	4.56%	$	1,703,586	$	1,709,509
(1)		Includes 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue and others.
(2)		Includes Independence Plaza, Monmouth Mall, Fashion Center 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 $4,094,370,000and $4,189,403,000 at June 30, 2014 and December 31, 2013, respectively.

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(UNAUDITED)

8.    Dispositions

Discontinued Operations

On February 24, 2014, we completed the sale of Broadway Mall in Hicksville, Long Island, New York, for $94,000,000.  The sale resulted in net proceeds of $92,174,000 after closing costs.

On July 8, 2014, we completed the sale of Beverly Connection, a 335,000 square foot power shopping center in Los Angeles, California, for $260,000,000, of which $239,000,000 was cash and $21,000,000 was 10-year mezzanine seller financing.  The sale resulted in a net gain of approximately $44,000,000, which will be recognized in the third quarter of 2014. 

We have reclassified the revenues and expenses of the properties discussed above 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 consolidated financial statements.  The net gains resulting from the sale of these properties are included in “income from discontinued operations” on our consolidated statements of income.  The tables below set forth the assets and liabilities related to discontinued operations at June 30, 2014 and December 31, 2013 and their combined results of operations for the three and six months ended June 30, 2014 and 2013.

	Assets Related to				Liabilities Related to
(Amounts in thousands)	Discontinued Operations as of				Discontinued Operations as of
	June 30,		December 31,		June 30,		December 31,
	2014		2013		2014		2013
Beverly Connection	$	208,309	$	208,458	$	-	$	-
Broadway Mall		-		106,164		-		13,950
Total	$	208,309	$	314,622	$	-	$	13,950
	For the Three Months				For the Six Months
(Amounts in thousands)	Ended June 30,				Ended June 30,
	2014		2013		2014		2013
Total revenues	$	3,923	$	19,311	$	12,206	$	45,301
Total expenses		1,771		13,191		7,321		33,234
		2,152		6,120		4,885		12,067
Impairment losses		-		(2,493)		(842)		(4,007)
Net gain on sale of Green Acres Mall		-		-		-		202,275
Net gains on sale of other real estate		-		65,665		-		65,719
Income from discontinued operations	$	2,152	$	69,292	$	4,043	$	276,054

Other

On March 2, 2014, we entered into an agreement to transfer upon completion, the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to Pennsylvania Real Estate Investment Trust (NYSE: PEI) (“PREIT”) in exchange for $465,000,000 comprised of $340,000,000 of cash and $125,000,000 of PREIT operating partnership units.  In connection therewith, we recorded a non-cash impairment loss of $20,000,000 in the first quarter of 2014, which is included in “impairment losses, acquisition and transaction related costs” on our consolidated statements of income. The redevelopment is expected to be completed in the fourth quarter of 2014 and the closing will be no later than March 31, 2015.

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(UNAUDITED)

9.    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 June 30, 2014 and December 31, 2013.

	Balance as of
	June 30,		December 31,
(Amounts in thousands)	2014		2013
Identified intangible assets:
Gross amount	$	522,924	$	589,961
Accumulated amortization		(233,449)		(277,998)
Net	$	289,475	$	311,963
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	850,629	$	856,933
Accumulated amortization		(380,356)		(360,398)
Net	$	470,273	$	496,535

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $10,480,000 and $11,000,000 for the three months ended June 30, 2014 and 2013, respectively, and $22,162,000 and $27,177,000 for the six months ended June 30, 2014 and 2013, 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, 2015 is as follows:

(Amounts in thousands)
2015	$	39,999
2016		38,377
2017		34,812
2018		33,330
2019		30,093

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $7,375,000 and $17,098,000 for the three months ended June 30, 2014 and 2013, respectively, and $16,700,000 and $42,311,000 for the six months ended June 30, 2014 and 2013, 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, 2015 is as follows:

(Amounts in thousands)
2015	$	23,159
2016		20,223
2017		16,826
2018		12,446
2019		11,539

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 $857,000 and $1,622,000 for the three months ended June 30, 2014 and 2013, respectively, and $1,714,000 and $2,723,000 for the six months ended June 30, 2014 and 2013, respectively.  Estimated annual amortization of these below-market leases, net of above-market leases for each of the five succeeding years commencing January 1, 2015 is as follows:

(Amounts in thousands)
2015	$	3,430
2016		3,430
2017		3,430
2018		3,430
2019		3,430

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(UNAUDITED)

10.    Debt

On January 31, 2014, we completed a $600,000,000 loan secured by our 220 Central Park South development site.  The loan bears interest at LIBOR plus 2.75% (2.90% at June 30, 2014) and matures in January 2016, with three one-year extension options.

On April 16, 2014, we completed a $350,000,000 refinancing of 909 Third Avenue, a 1.3 million square foot Manhattan office building.  The seven-year interest only loan bears interest at 3.91% and matures in May 2021. We realized net proceeds of approximately $145,000,000 after defeasing the existing 5.64%, $193,000,000 mortgage, defeasance cost and other closing costs.

On June 16, 2014, we completed a green bond public offering of $450,000,000 2.50% senior unsecured notes due June 30, 2019. The notes were sold at 99.619% of their face amount to yield 2.581%.

The following is a summary of our debt:

		Interest Rate at		Balance at
(Amounts in thousands)		June 30, 2014		June 30, 2014		December 31, 2013
Mortgages Payable:
	Fixed rate		4.48%	$	7,623,049	$	7,563,133
	Variable rate		2.31%		1,365,794		768,860
			4.15%	$	8,988,843	$	8,331,993
Unsecured Debt:
	Senior unsecured notes		4.88%	$	1,791,814	$	1,350,855
	Revolving credit facility debt		1.30%		88,138		295,870
			4.71%	$	1,879,952	$	1,646,725

11.    Redeemable Noncontrolling Interests

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

(Amounts in thousands)
Balance at December 31, 2012	$	944,152
Net income		23,916
Other comprehensive income		9,034
Distributions		(17,541)
Redemption of Class A units for common shares, at redemption value		(14,980)
Adjustments to carry redeemable Class A units at redemption value		29,393
Redemption of Series D-15 redeemable units		(36,900)
Other, net		3,914
Balance at June 30, 2013	$	940,988
Balance at December 31, 2013	$	1,003,620
Net income		8,564
Other comprehensive income		1,260
Distributions		(16,824)
Redemption of Class A units for common shares, at redemption value		(19,771)
Adjustments to carry redeemable Class A units at redemption value		227,338
Other, net		16,771
Balance at June 30, 2014	$	1,220,958

As of June 30, 2014 and December 31, 2013, the aggregate redemption value of redeemable Class A units was $1,219,958,000 and $1,002,620,000, respectively. 

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(UNAUDITED)

11.    Redeemable Noncontrolling Interests - continued

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 as of June 30, 2014 and December 31, 2013. 

12.    Accumulated Other Comprehensive Income

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

		For the Three Months Ended June 30, 2013
				Securities		Pro rata share of		Interest
				available-		nonconsolidated		rate
(Amounts in thousands)		Total		for-sale		subsidiaries' OCI		swap		Other
Balance as of March 31, 2013		$	120,953	$	168,221	$	7,666	$	(47,542)	$	(7,392)
	OCI before reclassifications		11,941		20,349		(19,707)		12,037		(738)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			11,941		20,349		(19,707)		12,037		(738)
Balance as of June 30, 2013		$	132,894	$	188,570	$	(12,041)	$	(35,505)	$	(8,130)
		For the Three Months Ended June 30, 2014
				Securities		Pro rata share of		Interest
				available-		nonconsolidated		rate
(Amounts in thousands)		Total		for-sale		subsidiaries' OCI		swap		Other
Balance as of March 31, 2014		$	77,626	$	132,434	$	(19,787)	$	(30,272)	$	(4,749)
	OCI before reclassifications		14,595		1,878		14,163		(545)		(901)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			14,595		1,878		14,163		(545)		(901)
Balance as of June 30, 2014		$	92,221	$	134,312	$	(5,624)	$	(30,817)	$	(5,650)
		For the Six Months Ended June 30, 2013
				Securities		Pro rata share of		Interest
				available-		nonconsolidated		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
	OCI before reclassifications		151,840		169,138		(23,354)		14,560		(8,504)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			151,840		169,138		(23,354)		14,560		(8,504)
Balance as of June 30, 2013		$	132,894	$	188,570	$	(12,041)	$	(35,505)	$	(8,130)
		For the Six Months Ended June 30, 2014
				Securities		Pro rata share of		Interest
				available-		nonconsolidated		rate
(Amounts in thousands)		Total		for-sale		subsidiaries' OCI		swap		Other
Balance as of December 31, 2013		$	71,537	$	119,309	$	(11,501)	$	(31,882)	$	(4,389)
	OCI before reclassifications		20,684		15,003		5,877		1,065		(1,261)
	Amounts reclassified from AOCI		-		-		-		-		-
Net current period OCI			20,684		15,003		5,877		1,065		(1,261)
Balance as of June 30, 2014		$	92,221	$	134,312	$	(5,624)	$	(30,817)	$	(5,650)

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(UNAUDITED)

13.    Variable Interest Entities (“VIEs”)

We do not have any consolidated VIEs.  At June 30, 2014, we have unconsolidated VIEs comprised of our investments in the entities that own One Park Avenue, Independence Plaza and the Warner Building, and at December 31, 2013, our unconsolidated VIEs comprised of our investments in the entities that own Independence Plaza and the Warner Building.  We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance.  We account for our investment in these entities under the equity method.  As of June 30, 2014, and December 31, 2013, the net carrying amounts of our investment in these entities were $286,863,000 and $152,929,000, respectively, and our maximum exposure to loss in these entities is limited to our investment. 

14.    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 on our consolidated balance sheets consist of (i) marketable securities, (ii) Real Estate Fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheet), (iv) interest rate swaps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units).  The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy at June 30, 2014 and December 31, 2013, respectively.

		As of June 30, 2014
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
Marketable securities		$	206,917	$	206,917	$	-	$	-
Real Estate Fund investments (75% of which is attributable to
	noncontrolling interests)		549,091		-		-		549,091
Deferred compensation plan assets (included in other assets)			111,858		47,249		-		64,609
	Total assets	$	867,866	$	254,166	$	-	$	613,700
Mandatorily redeemable instruments (included in other liabilities)		$	55,097	$	55,097	$	-	$	-
Interest rate swap (included in other liabilities)			30,817		-		30,817		-
	Total liabilities	$	85,914	$	55,097	$	30,817	$	-
		As of December 31, 2013
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
Marketable securities		$	191,917	$	191,917	$	-	$	-
Real Estate Fund investments (75% of which is attributable to
	noncontrolling interests)		667,710		-		-		667,710
Deferred compensation plan assets (included in other assets)			116,515		47,733		-		68,782
	Total assets	$	976,142	$	239,650	$	-	$	736,492
Mandatorily redeemable instruments (included in other liabilities)		$	55,097	$	55,097	$	-	$	-
Interest rate swap (included in other liabilities)			31,882		-		31,882		-
	Total liabilities	$	86,979	$	55,097	$	31,882	$	-

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(UNAUDITED)

14.  Fair Value Measurements – continued

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

Real Estate Fund Investments

At June 30, 2014, our Real Estate Fund had eight investments with an aggregate fair value of $549,091,000, or $189,571,000 in excess of cost.  These investments are classified as Level 3.  We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period.  The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 0.1 to 6.0 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 June 30, 2014.

			Weighted Average
			(based on fair
Unobservable Quantitative Input		Range	value of investments)
	Discount rates	12.0% to 17.5%	14.5%
	Terminal capitalization rates	5.0% to 6.2%	5.6%

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 and six months ended June 30, 2014 and 2013.

	Real Estate Fund Investments				Real Estate Fund Investments
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Amounts in thousands)		2014		2013	2014		2013
Beginning balance	$	682,002	$	571,306	$	667,710	$	600,786
Purchases		2,544		17,225		2,667		30,893
Sales/Returns		(232,513)		-		(232,513)		(56,664)
Net unrealized gains		57,354		33,593		58,546		47,109
Net realized gains		75,069		-		75,069		-
Previously recorded unrealized gains		(35,365)		-		(22,388)		-
Ending balance	$	549,091	$	622,124	$	549,091	$	622,124

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(UNAUDITED)

14.    Fair Value Measurements – continued

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

Deferred Compensation Plan Assets

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

The table below summarizes the changes in the fair value of Deferred Compensation Plan Assets that are classified as Level 3, for the three and six months ended June 30, 2014 and 2013. 

	Deferred Compensation Plan Assets				Deferred Compensation Plan Assets
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Amounts in thousands)		2014		2013	2014		2013
Beginning balance	$	67,627	$	65,010	$	68,782	$	62,631
Purchases		7,915		440		9,559		3,147
Sales		(11,255)		(1,748)		(16,379)		(4,445)
Realized and unrealized (loss) gain		(198)		2,782		1,974		4,136
Other, net		520		18		673		1,033
Ending balance	$	64,609	$	66,502	$	64,609	$	66,502

Fair Value Measurements on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of real estate assets and our investment in Toys that were written-down to estimated fair value at December 31, 2013.  The fair value of our real estate assets was 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.  In determining the fair value of our investment in Toys, we considered, among other inputs, a December 31, 2013 third-party valuation of Toys and Toys’ historical results, financial forecasts and business outlook.  Our determination of the fair value of our investment in Toys included consideration of the following widely-used valuation methodologies: (i) market multiple methodology, that considered comparable publicly traded retail companies and a range of EBITDA multiples from 5.75x to 6.5x, (ii) comparable sales transactions methodology, that considered sales of retailers ranging in size from $150 million to $3 billion, (iii) a discounted cash flow methodology, that utilized five-year financial projections and assumed a terminal EBITDA multiple of 5.75x, a 10% discount rate and a 38% tax rate, and (iv) a Black-Scholes valuation analysis, that assumed one, two and three year time-to-expiration periods and 24% to 29% volatility factors.  Generally, we consider a number of 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 December 31, 2013
(Amounts in thousands)			Total		Level 1		Level 2		Level 3
	Real estate assets		$	354,351	$	-	$	-	$	354,351
	Investment in Toys "R" Us			83,224		-		-		83,224
		Total assets	$	437,575	$	-	$	-	$	437,575

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(UNAUDITED)

14.    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 and borrowings under our revolving credit facility 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 June 30, 2014 and December 31, 2013.

			As of June 30, 2014				As of December 31, 2013
			Carrying		Fair		Carrying		Fair
(Amounts in thousands)			Amount		Value		Amount		Value
	Cash equivalents		$	1,157,000	$	1,157,000	$	295,000	$	295,000
	Mortgage and mezzanine loans receivable			17,417		17,000		170,972		171,000
			$	1,174,417	$	1,174,000	$	465,972	$	466,000
	Debt:
		Mortgages payable	$	8,988,843	$	8,961,000	$	8,331,993	$	8,104,000
		Senior unsecured notes		1,791,814		1,852,000		1,350,855		1,402,000
		Revolving credit facility debt		88,138		88,000		295,870		296,000
			$	10,868,795	$	10,901,000	$	9,978,718	$	9,802,000

15.    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 awards to certain of our employees and officers.  We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation.  Stock-based compensation expense was $9,051,000 and $9,129,000 in the three months ended June 30, 2014 and 2013, respectively and $20,075,000 and $16,595,000 in the six months ended June 30, 2014 and 2013, respectively.

On January 10, 2014, the Compensation Committee approved the 2014 Outperformance Plan, a multi-year, performance-based equity compensation plan and related form of award agreement (the “2014 OPP”). Under the 2014 OPP, participants have the opportunity to earn compensation payable in the form of operating partnership units 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 TSR. Awards under the 2014 OPP may be earned if we (i) achieve a TSR level greater than 7% per annum, or 21% over the three-year performance measurement period (the “Absolute Component”), and/or (ii) achieve a TSR above that of the SNL US REIT Index (the “Index”) over a 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 under the Absolute Component 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 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, 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 2014 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 any earned OPP awards (or related equity) for at least one year following vesting.

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(UNAUDITED)

16.    Fee and Other Income

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

		For the Three Months				For the Six Months
(Amounts in thousands)		Ended June 30,				Ended June 30,
		2014		2013		2014		2013
BMS cleaning fees		$	22,195	$	16,509	$	41,151	$	33,173
Signage revenue			8,873		8,347		18,191		14,828
Management and leasing fees			6,151		6,431		12,365		11,684
Lease termination fees (1)			4,545		7,041		8,338		67,009
Other income			8,516		9,533		16,163		17,980
		$	50,280	$	47,861	$	96,208	$	144,674
(1)	The six months ended June 30, 2013, includes $59,599 of income pursuant to a settlement agreement with Stop & Shop.

Management and leasing fees include management fees from Interstate Properties, a related party, of $131,000 and $130,000 for the three months ended June 30, 2014 and 2013, respectively, and $265,000 and $333,000 for the six months ended June 30, 2014 and 2013, respectively.  The above table excludes fee income from partially owned entities, which is typically included in “income from partially owned entities” (see Note 7 – Investments in Partially Owned Entities). 

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

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

			For the Three Months				For the Six Months
(Amounts in thousands)			Ended June 30,				Ended June 30,
			2014		2013		2014		2013
Dividends and interest on marketable securities			$	3,198	$	2,770	$	6,304	$	5,540
Mark-to-market of investments in our deferred compensation plan (1)				2,380		2,492		6,780		5,938
Interest on mezzanine loans receivable				736		4,940		3,120		10,017
Income (loss) from the mark-to-market of J.C. Penney
	derivative position			-		9,065		-		(13,475)
Income from prepayment penalties in connection with the
	repayment of a mezzanine loan			-		5,267		-		5,267
Non-cash impairment loss on J.C. Penney common shares				-		-		-		(39,487)
Other, net				3,121		1,881		5,124		3,540
			$	9,435	$	26,415	$	21,328	$	(22,660)
(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.

18.     Interest and Debt Expense

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

	For the Three Months				For the Six Months
(Amounts in thousands)	Ended June 30,				Ended June 30,
	2014		2013		2014		2013
Interest expense	$	125,484		125,136	$	243,736	$	248,363
Amortization of deferred financing costs		8,127		4,753		12,939		10,132
Capitalized interest		(16,560)		(9,232)		(30,182)		(17,492)
	$	117,051	$	120,657	$	226,493	$	241,003

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(UNAUDITED)

19.    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.

			For the Three Months				For the Six Months
(Amounts in thousands, except per share amounts)			Ended June 30,				Ended June 30,
			2014		2013		2014		2013
Numerator:
	Income from continuing operations, net of income attributable
		to noncontrolling interests	$	94,980	$	92,569	$	175,916	$	160,555
	Income from discontinued operations, net of income attributable
		to noncontrolling interests		2,028		65,625		3,809		260,561
	Net income attributable to Vornado			97,008		158,194		179,725		421,116
	Preferred share dividends			(20,366)		(20,368)		(40,734)		(42,070)
	Preferred unit and share redemptions			-		8,100		-		(1,130)
	Net income attributable to common shareholders			76,642		145,926		138,991		377,916
	Earnings allocated to unvested participating securities			(21)		(31)		(51)		(86)
	Numerator for basic income per share			76,621		145,895		138,940		377,830
	Impact of assumed conversions:
		Convertible preferred share dividends		-		27		-		55
	Numerator for diluted income per share		$	76,621	$	145,922	$	138,940	$	377,885
Denominator:
	Denominator for basic income per share – weighted average shares			187,527		186,931		187,418		186,842
	Effect of dilutive securities(1):
		Employee stock options and restricted share awards		1,090		742		1,013		737
		Convertible preferred shares		-		47		-		48
	Denominator for diluted income per share – weighted average
		shares and assumed conversions		188,617		187,720		188,431		187,627
INCOME PER COMMON SHARE – BASIC:
	Income from continuing operations, net		$	0.40	$	0.43	$	0.72	$	0.63
	Income from discontinued operations, net			0.01		0.35		0.02		1.39
	Net income per common share		$	0.41	$	0.78	$	0.74	$	2.02
INCOME PER COMMON SHARE – DILUTED:
	Income from continuing operations, net		$	0.40	$	0.43	$	0.72	$	0.62
	Income from discontinued operations, net			0.01		0.35		0.02		1.39
	Net income per common share		$	0.41	$	0.78	$	0.74	$	2.01
(1)		The effect of dilutive securities in the three months ended June 30, 2014 and 2013 excludes an aggregate of 11,289 and 11,913 weighted average common share equivalents, respectively, and 11,304 and 11,911 weighted average common share equivalents in the six months ended June 30, 2014 and 2013, respectively, as their effect was anti-dilutive.

26

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(UNAUDITED)

20.    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, 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.  We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, including terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2014.

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 NBCR acts.  Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the federal government with no direct exposure to PPIC.  For NBCR acts, PPIC is responsible for a deductible of $2,150,000 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 loss incurred by PPIC.

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

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

Other Commitments and Contingencies

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

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

Our mortgage loans are non-recourse to us.  However, in certain cases we have provided guarantees or master leased tenant space.  These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans.  As of June 30, 2014, the aggregate dollar amount of these guarantees and master leases is approximately $360,000,000.

At June 30, 2014, $38,477,000 of letters of credit were outstanding under one of our revolving credit facilities.  Our revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

As of June 30, 2014, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $114,000,000. 

27

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

21.    Subsequent Events

On July 9, 2014, we entered into an agreement, in partnership with Crown Acquisitions (“Crown”), to acquire the retail condominium of the St. Regis Hotel and the adjacent retail townhouse, for approximately $700,000,000. The property has 100 feet of frontage on Fifth Avenue on the Southeast corner of 55^th Street.  We will own between 67% and 80% of the venture, with Crown owning the balance. The final ownership percentages will be based on the amount of debt financing put on the property and Crown’s short-term option to invest additional capital. The purchase is expected to close in the fourth quarter of 2014, subject to customary closing conditions.

On July 16, 2014, we completed a $130,000,000 financing of Las Catalinas, a 494,000 square foot mall located in Caguas, Puerto Rico, in the San Juan area. The 10-year fixed rate loan bears interest at 4.43% and amortizes based on a 30-year schedule beginning in year six.

On July 23, 2014, a joint venture in which we are a 50% partner entered into a 99-year ground lease for 61 Ninth Avenue located on the Southwest corner of Ninth Avenue and 15^th Street in Manhattan.  The venture's current plans are to construct an office and retail building of approximately 130,000 square feet.  Total development costs are currently estimated to be approximately $125,000,000.

On August 1, 2014, we acquired the land under our 715 Lexington Avenue retail property located on the Southeast corner of 58^th Street and Lexington Avenue in Manhattan, for $63,000,000.

28

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22.    Segment Information

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ by segment for the three and six months ended June 30, 2014 and 2013.  

(Amounts in thousands)		For the Three Months Ended June 30, 2014
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Total revenues			$	666,606	$	385,534		$	134,826		$	82,807		$	-	$	63,439
Total expenses				439,129		230,812			87,352			48,053			-		72,912
Operating income (loss)				227,477		154,722			47,474			34,754			-		(9,473)
(Loss) income from partially owned
	entities, including Toys			(53,742)		8,996			(2,248)			341			(57,591)		(3,240)
Income from Real Estate Fund				100,110		-			-			-			-		100,110
Interest and other investment
	income, net			9,435		1,645			42			8			-		7,740
Interest and debt expense				(117,051)		(49,070)			(18,660)			(9,292)			-		(40,029)
Net gain on disposition of wholly owned and
	partially owned assets			905		-			-			-			-		905
Income (loss) before income taxes				167,134		116,293			26,608			25,811			(57,591)		56,013
Income tax expense				(3,599)		(1,226)			(115)			(319)			-		(1,939)
Income (loss) from continuing operations				163,535		115,067			26,493			25,492			(57,591)		54,074
Income (loss) from discontinued operations				2,152		-			-			2,154			-		(2)
Net income (loss)				165,687		115,067			26,493			27,646			(57,591)		54,072
Less net income attributable to
	noncontrolling interests			(68,679)		(3,108)			-			(21)			-		(65,550)
Net income (loss) attributable to Vornado				97,008		111,959			26,493			27,625			(57,591)		(11,478)
Interest and debt expense(2)				179,520		64,072			22,463			10,433			39,529		43,023
Depreciation and amortization(2)				173,443		74,007			35,806			15,803			27,686		20,141
Income tax (benefit) expense (2)				(574)		1,291			132			319			(4,435)		2,119
EBITDA(1)			$	449,397	$	251,329	(3)	$	84,894	(4)	$	54,180	(5)	$	5,189	$	53,805	(6)

(Amounts in thousands)		For the Three Months Ended June 30, 2013
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Total revenues			$	671,216	$	375,700		$	134,317		$	80,446		$	-	$	80,753
Total expenses				461,154		233,733			85,782			47,038			-		94,601
Operating income (loss)				210,062		141,967			48,535			33,408			-		(13,848)
(Loss) income from partially owned
	entities, including Toys			(35,389)		4,226			(2,449)			423			(36,861)		(728)
Income from Real Estate Fund				34,470		-			-			-			-		34,470
Interest and other investment
	income (loss), net			26,415		1,443			6			(49)			-		25,015
Interest and debt expense				(120,657)		(42,648)			(27,854)			(11,517)			-		(38,638)
Net gain on disposition of wholly owned and
	partially owned assets			1,005		-			-			-			-		1,005
Income (loss) before income taxes				115,906		104,988			18,238			22,265			(36,861)		7,276
Income tax expense				(2,877)		(961)			(805)			(749)			-		(362)
Income (loss) from continuing operations				113,029		104,027			17,433			21,516			(36,861)		6,914
Income from discontinued operations				69,292		2,928			-			66,091			-		273
Net income (loss)				182,321		106,955			17,433			87,607			(36,861)		7,187
Less net income attributable to
	noncontrolling interests			(24,127)		(1,381)			-			(13)			-		(22,733)
Net income (loss) attributable to Vornado				158,194		105,574			17,433			87,594			(36,861)		(15,546)
Interest and debt expense(2)				179,461		54,546			31,245			13,715			37,730		42,225
Depreciation and amortization(2)				182,131		74,573			35,248			16,348			33,882		22,080
Income tax (benefit) expense (2)				(22,366)		1,030			852			749			(25,697)		700
EBITDA(1)			$	497,420	$	235,723	(3)	$	84,778	(4)	$	118,406	(5)	$	9,054	$	49,459	(6)
See notes on page 31.

29

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22.    Segment Information – continued

(Amounts in thousands)		For the Six Months Ended June 30, 2014
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Total revenues			$	1,327,224	$	756,816		$	270,104		$	171,612		$	-	$	128,692
Total expenses				934,113		472,811			176,924			130,284			-		154,094
Operating income (loss)				393,111		284,005			93,180			41,328			-		(25,402)
(Loss) income from partially owned
	entities, including Toys			(51,763)		10,562			(3,514)			879			(55,744)		(3,946)
Income from Real Estate Fund				118,258		-			-			-			-		118,258
Interest and other investment
	income, net			21,328		3,120			78			17			-		18,113
Interest and debt expense				(226,493)		(91,909)			(38,007)			(18,509)			-		(78,068)
Net gain on disposition of wholly
	owned and partially owned assets			10,540		-			-			-			-		10,540
Income (loss) before income taxes				264,981		205,778			51,737			23,715			(55,744)		39,495
Income tax (expense) benefit				(5,181)		(2,195)			84			(1,050)			-		(2,020)
Income (loss) from continuing operations				259,800		203,583			51,821			22,665			(55,744)		37,475
Income from discontinued operations				4,043		-			-			3,868			-		175
Net income (loss)				263,843		203,583			51,821			26,533			(55,744)		37,650
Less net income attributable to
	noncontrolling interests			(84,118)		(4,513)			-			(38)			-		(79,567)
Net income (loss) attributable to Vornado				179,725		199,070			51,821			26,495			(55,744)		(41,917)
Interest and debt expense(2)				350,472		122,140			45,261			20,784			78,078		84,209
Depreciation and amortization(2)				369,782		161,594			71,956			41,131			54,610		40,491
Income tax expense (benefit)(2)				19,257		2,323			(57)			1,050			13,642		2,299
EBITDA(1)			$	919,236	$	485,127	(3)	$	168,981	(4)	$	89,460	(5)	$	90,586	$	85,082	(6)

(Amounts in thousands)		For the Six Months Ended June 30, 2013
										Retail
		Total		New York			Washington, DC			Properties			Toys		Other
Total revenues		$	1,389,929	$	740,501		$	269,048		$	222,658		$	-	$	157,722
Total expenses			929,573		476,660			170,979			95,618			-		186,316
Operating income (loss)			460,356		263,841			98,069			127,040			-		(28,594)
(Loss) income from partially owned
	entities, including Toys		(12,864)		9,831			(4,542)			1,324			(35,102)		15,625
Income from Real Estate Fund			51,034		-			-			-			-		51,034
Interest and other investment (loss)
	income, net		(22,660)		2,608			82			2			-		(25,352)
Interest and debt expense			(241,003)		(83,079)			(56,104)			(21,803)			-		(80,017)
Net loss on disposition of wholly owned and
	partially owned assets		(35,719)		-			-			-			-		(35,719)
Income (loss) before income taxes			199,144		193,201			37,505			106,563			(35,102)		(103,023)
Income tax expense			(3,950)		(1,233)			(1,183)			(749)			-		(785)
Income (loss) from continuing operations			195,194		191,968			36,322			105,814			(35,102)		(103,808)
Income (loss) from discontinued operations			276,054		5,656			-			271,473			-		(1,075)
Net income (loss)			471,248		197,624			36,322			377,287			(35,102)		(104,883)
Less net income attributable to
	noncontrolling interests		(50,132)		(2,962)			-			(109)			-		(47,061)
Net income (loss) attributable to Vornado			421,116		194,662			36,322			377,178			(35,102)		(151,944)
Interest and debt expense(2)			368,241		104,235			62,998			27,938			80,912		92,158
Depreciation and amortization(2)			376,316		152,986			70,396			34,867			71,556		46,511
Income tax expense(2)			38,393		1,377			1,306			749			33,649		1,312
EBITDA(1)		$	1,204,066	$	453,260	(3)	$	171,022	(4)	$	440,732	(5)	$	151,015	$	(11,963)	(6)
See notes on the following page.

30

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22.    Segment Information – continued

	Notes to preceding tabular information:
(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.
(2)	Interest and debt expense, depreciation and amortization and income tax (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				For the Six Months
				Ended June 30,				Ended June 30,
	(Amounts in thousands)			2014		2013		2014		2013
	Office			$	162,833	$	158,186	$	320,712	$	304,482
	Retail				67,947		57,230		134,142		117,612
	Alexander's				10,271		10,213		20,701		20,754
	Hotel Pennsylvania				10,278		10,094		9,572		10,412
		Total New York		$	251,329	$	235,723	$	485,127	$	453,260
(4)	The elements of "Washington, DC" EBITDA are summarized below.
				For the Three Months				For the Six Months
				Ended June 30,				Ended June 30,
	(Amounts in thousands)			2014		2013		2014		2013
	Office, excluding the Skyline Properties			$	67,057	$	66,136	$	134,314	$	133,243
	Skyline properties				7,073		7,543		13,572		15,705
		Total Office			74,130		73,679		147,886		148,948
	Residential				10,764		11,099		21,095		22,074
		Total Washington, DC		$	84,894	$	84,778	$	168,981	$	171,022
(5)	The elements of "Retail Properties" EBITDA are summarized below.
				For the Three Months				For the Six Months
				Ended June 30,				Ended June 30,
	(Amounts in thousands)			2014		2013		2014		2013
	Strip shopping centers(a)			$	40,056	$	101,529	$	81,377	$	204,890
	Regional malls(b)				14,124		16,877		8,083		235,842
		Total Retail properties		$	54,180	$	118,406	$	89,460	$	440,732
	(a)		The three and six months ended June 30, 2013, includes a $33,058 net gain on sale of Philadelphia (Market Street) and a $32,169 net gain on sale of San Jose (The Plant). The six months ended June 30, 2013, includes $59,599 of income pursuant to a settlement agreement with Stop & Shop.
	(b)		The six months ended June 30, 2014, includes a $20,000 non-cash impairment loss on the Springfield Town Center. The six months ended June 30, 2013, includes a $202,275 net gain on sale of Green Acres Mall.

31

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22.    Segment Information – continued

	Notes to preceding tabular information - continued:
(6)	The elements of "other" EBITDA are summarized below.
				For the Three Months				For the Six Months
				Ended June 30,				Ended June 30,
	(Amounts in thousands)			2014		2013		2014		2013
	Our share of Real Estate Fund:
		Income before net realized/unrealized gains		$	2,191	$	1,643	$	4,617	$	3,651
		Net realized gains on exited investments			18,767		-		18,767		-
		Previously recorded unrealized gains on exited investments			(8,841)		-		(5,597)		-
		Net unrealized gains on held investments			14,339		8,398		14,637		11,777
		Carried interest			11,874		10,070		13,205		11,707
	Total				38,330		20,111		45,629		27,135
	The Mart and trade shows				22,454		22,453		41,541		39,307
	555 California Street				11,506		11,022		23,572		21,651
	India real estate ventures				99		2,254		1,923		4,013
	LNR(a)				-		-		-		20,443
	Lexington(b)				-		-		-		6,931
	Other investments				4,288		5,760		9,207		8,877
					76,677		61,600		121,872		128,357
	Corporate general and administrative expenses(c)				(23,022)		(24,831)		(49,004)		(47,587)
	Investment income and other, net(c)				8,032		16,709		16,105		28,045
	Acquisition and transaction related costs				(4,083)		(3,350)		(5,867)		(3,951)
	Net gain on sale of residential condominiums and a land parcel				905		1,005		10,540		1,005
	Income (loss) from the mark-to-market of J.C. Penney
		derivative position			-		9,065		-		(13,475)
	Severance costs (primarily reduction-in-force at The Mart)				-		(1,542)		-		(4,154)
	Non-cash impairment loss on J.C. Penney common shares				-		-		-		(39,487)
	Loss on sale of J.C. Penney common shares				-		-		-		(36,800)
	Net income attributable to noncontrolling interests in
		the Operating Partnership			(4,691)		(8,849)		(8,539)		(22,782)
	Preferred unit distributions of the Operating Partnership				(13)		(348)		(25)		(1,134)
				$	53,805	$	49,459	$	85,082	$	(11,963)
	(a)		On April 19, 2013, LNR was sold for $1.053 billion.
	(b)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale. The 2013 amount represents our share of Lexington's 2012 fourth quarter earnings which was recorded on a one-quarter lag basis.
	(c)		The amounts in these captions (for this table only) exclude income/expense from the mark-to-market of our deferred compensation plan of $2,380 and $2,492 for the three months ended June 30, 2014 and 2013, respectively, and $6,780 and $5,938 for the six months ended June 30, 2014 and 2013, respectively.

32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Vornado Realty Trust

New York, New York

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust (the “Company”) as of June 30, 2014, and the related consolidated statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2014 and 2013 and changes in equity and cash flows for the six-month periods ended June 30, 2014 and 2013.  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, 2013, 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 24, 2014, 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, 2013 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

August 4, 2014

33

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, as amended, for the year ended December 31, 2013.  For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three and six months ended June 30, 2014.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.  The results of operations for the three and six months ended June 30, 2014 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.

34

Overview

Business Objective and Operating Strategy

Our business objective is to maximize shareholder value, which we measure by the total return provided to our shareholders. Below is a table comparing our performance to the FTSE NAREIT Office REIT Index (“Office REIT”) and the Morgan Stanley REIT Index (“RMS”) for the following periods ended June 30, 2014.

		Total Return(1)
		Vornado	Office REIT	RMS
	Three-month	9.0%	5.9%	7.0%
	Six-month	22.0%	17.8%	17.7%
	One-year	33.0%	16.5%	13.4%
	Three-year	28.3%	25.2%	39.9%
	Five-year	184.6%	159.6%	191.3%
	Ten-year	182.0%	113.1%	150.7%
(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, as amended, for additional information regarding these factors.

On April 11, 2014, we announced a plan to spin off our shopping center business; consisting of 80 strip centers, four malls and a warehouse park adjacent to our East Hanover strip center, into a new publicly traded REIT (“SpinCo”).  The spin-off is expected to be effectuated through a pro rata distribution of SpinCo’s shares to Vornado common shareholders and Vornado Realty L.P. common unitholders, and is intended to be treated as tax-free for U.S. federal income tax purposes.  On June 26, 2014, SpinCo filed its initial registration statement on Form 10 with the Securities and Exchange Commission (“SEC”). We expect the spin-off to be completed by the end of 2014, subject to certain conditions, including the SEC declaring SpinCo’s registration statement effective, filing and approval of SpinCo’s listing application with the NYSE, receipt of third party consents, and formal approval and declaration of the distribution by Vornado’s Board of Trustees.  Vornado may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms.  Vornado will retain, for disposition in the near term, 22 small retail assets which do not fit SpinCo’s strategy, and the Springfield Town Center, which is under contract for disposition. 

35

Overview – continued

Quarter Ended June 30, 2014 Financial Results Summary

Net income attributable to common shareholders for the quarter ended June 30, 2014 was $76,642,000, or $0.41 per diluted share, compared to $145,926,000, or $0.78 per diluted share for the quarter ended June 30, 2013.  Net income for the quarter ended June 30, 2013 includes $65,665,000 of net gains on sale of real estate and $3,113,000 of real estate impairment losses.  In addition, the quarters ended June 30, 2014 and 2013 include certain other 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, decreased net income attributable to common shareholders for the quarter ended June 30, 2014 by $60,467,000, or $0.32 per diluted share and increased net income attributable to common shareholders for the quarter ended June 30, 2013 by $41,721,000 or $0.22 per diluted share.

Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended June 30, 2014 was $216,547,000, or $1.15 per diluted share, compared to $235,348,000, or $1.25 per diluted share for the prior year’s quarter.  FFO for the quarters ended June 30, 2014 and 2013 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 $55,027,000, or $0.29 per diluted share for the quarter ended June 30, 2014, and $3,956,000, or $0.02 per diluted share for the quarter ended June 30, 2013.

		For the Three Months Ended June 30,
(Amounts in thousands)		2014		2013
Items that affect comparability income (expense):
	Toys "R" Us Negative FFO	$	(51,862)	$	(25,088)
	Defeasance cost in connection with the refinancing of 909 Third Avenue		(5,589)		-
	Acquisition and transaction related costs		(4,083)		(3,350)
	FFO from discontinued operations		2,200		7,556
	Net gain on sale of residential condominiums		905		1,005
	Income from the mark-to-market of J.C. Penney derivative position		-		9,065
	Preferred unit redemptions		-		8,100
	Other, net		-		(1,489)
			(58,429)		(4,201)
Noncontrolling interests' share of above adjustments			3,402		245
Items that affect comparability, net		$	(55,027)	$	(3,956)

The percentage increase (decrease) in same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)  and Cash basis same store EBITDA of our operating segments for the quarter ended June 30, 2014 over the quarter ended June 30, 2013 and the trailing quarter ended March 31, 2013 are summarized below.

Same Store EBITDA:			New York			Washington, DC			Retail Properties
	June 30, 2014 vs. June 30, 2013
		Same store EBITDA	5.2	%	(1)	(1.8	%	)	1.8	%
		Cash basis same store EBITDA	6.9	%	(1)	(1.7	%	)	3.1	%
	June 30, 2014 vs. March 31, 2014
		Same store EBITDA	6.4	%	(2)	1.1	%		1.8	%
		Cash basis same store EBITDA	6.2	%	(2)	(0.3	%	)	1.7	%
(1)		Excluding the Hotel Pennsylvania, same store EBITDA increased by 5.3% and by 7.2% on a cash basis.
(2)		Excluding the Hotel Pennsylvania, same store EBITDA increased by 1.7% and by 0.8% on a cash basis.

36

Overview – continued

Six Months Ended June 30, 2014 Financial Results Summary

Net income attributable to common shareholders for the six months ended June 30, 2014 was $138,991,000, or $0.74 per diluted share, compared to $377,916,000, or $2.01 per diluted share for the six months ended June 30, 2013. Net income for the six months ended June 30, 2014 and 2013 include $20,842,000 and $8,277,000, respectively, of real estate impairment losses and the six months ended June 30, 2013 also includes $268,459,000 of net gains on sale of real estate.  In addition, the six months ended June 30, 2014 and 2013 include certain items that affect comparability, which are listed in the table below.  The aggregate of real estate impairment losses, net gains on sale of real estate and the items in the table below, net of amounts attributable to noncontrolling interests, decreased net income attributable to common shareholders for the six months ended June 30, 2014 by $68,379,000, or $0.36 per diluted share, and increased net income attributable to common shareholders for the six months ended June 30, 2013 by $199,406,000, or $1.06 per diluted share.

FFO for the six months ended June 30, 2014 was $463,626,000, or $2.46 per diluted share, compared to $437,168,000, or $2.33 per diluted share for the six months ended June 30, 2013.  FFO for the six months ended June 30, 2014 and 2013 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 $35,003,000, or $0.19 per diluted share for the six months ended June 30, 2014 and $13,749,000, or $0.07 per diluted share for the six months ended June 30, 2013.

			For the Six Months Ended June 30,
(Amounts in thousands)			2014		2013
Items that affect comparability income (expense):
	Toys "R" Us Negative FFO (including impairment losses of $75,196 and $78,542,
		respectively)	$	(42,595)	$	(8,404)
	Net gain on sale of residential condominiums and a land parcel in 2014			10,540		1,005
	FFO from discontinued operations, including LNR in 2013			6,339		35,507
	Acquisition and transaction related costs			(5,867)		(3,951)
	Defeasance cost in connection with the refinancing of 909 Third Avenue			(5,589)		-
	Losses from the mark-to-market, impairment and disposition of investment in J.C. Penney			-		(89,762)
	Stop & Shop litigation settlement income			-		59,599
	The Mart reduction-in-force and severance costs			-		(4,154)
	Preferred unit and share redemptions			-		(1,130)
	Other, net			-		(3,310)
				(37,172)		(14,600)
Noncontrolling interests' share of above adjustments				2,169		851
Items that affect comparability, net			$	(35,003)	$	(13,749)

The percentage increase (decrease) in same store EBITDA and Cash basis same store EBITDA of our operating segments for the six months ended June 30, 2014 over the six months ended June 30, 2013 is summarized below.

Same Store EBITDA:			New York			Washington, DC		Retail Properties
	June 30, 2014 vs. June 30, 2013
		Same store EBITDA	5.6	%	(1)	(2.2	%)	1.6	%
		Cash basis same store EBITDA	8.5	%	(1)	(0.5	%)	2.3	%
(1)		Excluding the Hotel Pennsylvania, same store EBITDA increased by 6.0% and by 9.0% on a cash basis.

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

37

 

Overview – continued

2014 Acquisitions

On June 26, 2014, we invested an additional $22,700,000 to increase our ownership in One Park Avenue to 55.0% from 46.5% through a joint venture with an institutional investor, who increased his ownership interest to 45.0%.  The transaction was based on a property value of $560,000,000. The property is encumbered by a $250,000,000 interest-only mortgage loan that bears interest at 4.995% and matures in March 2016.

On July 9, 2014, we entered into an agreement, in partnership with Crown Acquisitions (“Crown”), to acquire the retail condominium of the St. Regis Hotel and the adjacent retail townhouse, for approximately $700,000,000. The property has 100 feet of frontage on Fifth Avenue on the Southeast corner of 55^th Street.  We will own between 67% and 80% of the venture, with Crown owning the balance. The final ownership percentages will be based on the amount of debt financing put on the property and Crown’s short-term option to invest additional capital. The purchase is expected to close in the fourth quarter of 2014, subject to customary closing conditions.

On July 23, 2014, a joint venture in which we are a 50% partner entered into a 99-year ground lease for 61 Ninth Avenue located on the Southwest corner of Ninth Avenue and 15^th Street in Manhattan.  The venture's current plans are to construct an office and retail building of approximately 130,000 square feet.  Total development costs are currently estimated to be approximately $125,000,000.

On August 1, 2014, we acquired the land under our 715 Lexington Avenue retail property located on the Southeast corner of 58^th Street and Lexington Avenue in Manhattan, for $63,000,000.

2014 Dispositions

On February 24, 2014, we completed the sale of Broadway Mall in Hicksville, Long Island, New York for $94,000,000.  The sale resulted in net proceeds of $92,174,000 after closing costs.

On July 8, 2014, we completed the sale of Beverly Connection, a 335,000 square foot power shopping center in Los Angeles, California, for $260,000,000, of which $239,000,000 was cash and $21,000,000 was 10-year mezzanine seller financing. The sale resulted in a net gain of approximately $44,000,000, which will be recognized in the third quarter of 2014.

On March 2, 2014, we entered into an agreement to transfer upon completion, the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to Pennsylvania Real Estate Investment Trust (NYSE: PEI) (“PREIT”) in exchange for $465,000,000 comprised of $340,000,000 of cash and $125,000,000 of PREIT operating partnership units.  The redevelopment is expected to be completed in the fourth quarter of 2014 and the closing will be no later than March 31, 2015.

2014 Financings

On January 31, 2014, we completed a $600,000,000 loan secured by our 220 Central Park South development site.  The loan bears interest at LIBOR plus 2.75% (2.90% at June 30, 2014) and matures in January 2016, with three one-year extension options.

On April 16,2014, we completed a $350,000,000 refinancing of 909 Third Avenue, a 1.3 million square foot Manhattan office building.  The seven-year interest only loan bears interest at 3.91% and matures in May 2021.  We realized net proceeds of approximately $145,000,000 after defeasing the existing 5.64%, $193,000,000 mortgage, defeasance cost and other closing costs.

On June 16, 2014, we completed a green bond public offering of $450,000,000 2.50% senior unsecured notes due June 30, 2019.  The notes were sold at 99.619% of their face amount to yield 2.581%.

On July 16, 2014, we completed a $130,000,000 financing of Las Catalinas, a 494,000 square foot mall located in Caguas, Puerto Rico, in the San Juan area. The 10-year fixed rate loan bears interest at 4.43% and amortizes based on a 30-year schedule beginning in year six.

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

On June 26, 2014, the Fund sold its 64.7% interest in One Park Avenue to a newly formed joint venture that we and an institutional investor own 55% and 45%, respectively.  This transaction was based on a property value of $560,000,000.  From the inception of this investment through its disposition, the Fund realized a $75,069,000 net gain.

On June 24, 2014, the Fund and its 50% joint venture partner entered into an agreement to sell Georgetown Park, a 305,000 square foot retail property, for $272,500,000.

38

Overview – continued

Recently Issued Accounting Literature

In June 2013, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2013-08”) to Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies (“Topic 946”).  ASU 2013-08 amends the guidance in Topic 946 for determining whether an entity qualifies as an investment company and requires certain additional disclosures.  ASU 2013-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013.  The adoption of this update as of January 1, 2014, did not have any impact on our real estate fund or our consolidated financial statements.

In April 2014, the FASB issued an update (“ASU 2014-08”) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to ASC Topic 205, Presentation of Financial Statements and ASC Topic 360, Property Plant and Equipment.  Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. In addition, ASU 2014-08 expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations.  ASU 2014-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014.  We are currently evaluating the impact of ASU 2014-08 on our consolidated financial statements. 

In May 2014, the FASB issued an update ("ASU 2014-09") establishing ASC Topic 606, Revenue from Contracts with Customers. ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance.  ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.  ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2016.  We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation.  ASU 2014-12 requires an entity to treat performance targets that can be met after the requisite service period of a share based award has ended, as a performance condition that affects vesting.  ASU 2014-12 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2015.  We are currently evaluating the impact of the adoption of ASU 2014-12 on our consolidated financial statements.

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2013 in Management’s Discussion and Analysis of Financial Condition. There have been no significant changes to our policies during 2014.

39

Overview - continued

Leasing Activity:

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

					New York				Washington, DC			Retail Properties
(Square feet in thousands)					Office		Retail		Office			Strips		Malls
Quarter Ended June 30, 2014
	Total square feet leased					1,222		23		352			231		54
	Our share of square feet leased:					1,034		23		336			231		51
		Initial rent (1)			$	69.43	$	452.81	$	37.58		$	20.82	$	21.92
		Weighted average lease term (years)				11.6		8.6		6.7			6.0		4.8
		Second generation relet space:
			Square feet			1,009		22		256			128		47
			Cash basis:
				Initial rent (1)	$	69.07	$	468.05	$	38.29		$	24.68	$	19.00
				Prior escalated rent	$	62.55	$	358.97	$	42.06		$	22.66	$	18.00
				Percentage increase (decrease)		10.4%		30.4%		(9.0%)			8.9%		5.6%
			GAAP basis:
				Straight-line rent (2)	$	69.14	$	534.56	$	37.64		$	24.78	$	19.00
				Prior straight-line rent	$	58.07	$	340.11	$	39.20		$	21.74	$	18.00
				Percentage increase (decrease)		19.1%		57.2%		(4.0%)			14.0%		5.6%
		Tenant improvements and leasing
			commissions:
				Per square foot	$	76.39	$	133.02	$	34.95		$	2.75	$	-
				Per square foot per annum	$	6.59	$	15.47	$	5.22		$	0.46	$	-
				Percentage of initial rent		9.5%		3.4%		13.9%			2.2%		-
Six Months Ended June 30, 2014:
	Total square feet leased					2,169		34		709	(3)		464		79
	Our share of square feet leased:					1,840		34		678	(3)		464		72
		Initial rent (1)			$	66.34	$	338.77	$	40.27		$	19.48	$	25.25
		Weighted average lease term (years)				11.2		10.7		7.7			6.0		5.1
		Second generation relet space:
			Square feet			1,574		32		467			335		53
			Cash basis:
				Initial rent (1)	$	67.72	$	357.64	$	40.19		$	20.84	$	22.26
				Prior escalated rent	$	60.53	$	270.65	$	42.62		$	19.73	$	21.11
				Percentage increase (decrease)		11.9%		32.1%		(5.7%)			5.6%		5.4%
			GAAP basis:
				Straight-line rent (2)	$	67.01	$	406.90	$	38.63		$	21.18	$	22.68
				Prior straight-line rent	$	56.46	$	269.43	$	38.80		$	19.01	$	21.04
				Percentage increase (decrease)		18.7%		51.0%		(0.5%)			11.4%		7.8%
		Tenant improvements and leasing
			commissions:
			Per square foot		$	72.48	$	88.72	$	40.26		$	2.76	$	3.70
			Per square foot per annum		$	6.47	$	8.29	$	5.23		$	0.46	$	0.73
				Percentage of initial rent		9.8%		2.4%		13.0%			2.4%		2.9%
(1)			Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
(2)			Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, and includes the effect of free rent and periodic step-ups in rent.
(3)			Excludes (i) 165 square feet leased to WeWork that will be redeveloped into rental residential apartments (see page 67), and (ii) 57 square feet of retail space that was leased at an initial rent of $51.74 per square foot.

40

Overview – continued

Square footage (in service) and Occupancy as of June 30, 2014:
			Square Feet (in service)
		Number of	Total	Our
(Square feet in thousands)		Properties	Portfolio	Share	Occupancy %
New York:
	Office	32	19,852	16,626	97.3%
	Retail	55	2,351	2,169	96.9%
	Alexander's	6	2,178	706	99.4%
	Hotel Pennsylvania	1	1,400	1,400
	Residential - 1,655 units	4	1,523	762	97.1%
			27,304	21,663	97.3%
Washington, DC:
	Office, excluding the Skyline Properties	51	13,308	11,000	85.8%
	Skyline Properties	8	2,652	2,652	58.5%
	Total Office	59	15,960	13,652	80.5%
	Residential - 2,414 units	7	2,597	2,455	98.0%
	Other	5	381	381	100.0%
			18,938	16,488	83.5%
Retail Properties:
	Strip Shopping Centers	102	14,565	14,138	93.7%
	Regional Malls	5	4,132	2,644	95.4%
			18,697	16,782	94.0%
Other:
	The Mart	1	3,578	3,569	94.4%
	555 California Street	3	1,797	1,258	96.8%
	Primarily Warehouses	5	971	971	45.6%
			6,346	5,798
Total square feet at June 30, 2014			71,285	60,731

41

Overview - continued
	Square footage (in service) and Occupancy as of December 31, 2013:
				Square Feet (in service)
			Number of	Total	Our
	(Square feet in thousands)		properties	Portfolio	Share	Occupancy %
	New York:
		Office	31	19,799	16,358	96.6%
		Retail	55	2,389	2,166	97.4%
		Alexander's	6	2,178	706	99.4%
		Hotel Pennsylvania	1	1,400	1,400
		Residential - 1,655 units	4	1,523	762	94.8%
				27,289	21,392	96.8%
	Washington, DC:
		Office, excluding the Skyline Properties	51	13,581	11,151	85.4%
		Skyline Properties	8	2,652	2,652	60.8%
		Total Office	59	16,233	13,803	80.7%
		Residential - 2,405 units	7	2,588	2,446	96.3%
		Other	5	379	379	100.0%
				19,200	16,628	83.4%
	Retail Properties:
		Strip Shopping Centers	103	14,616	14,237	94.3%
		Regional Malls	5	4,135	2,646	95.9%
				18,751	16,883	94.6%
	Other:
		The Mart	2	3,703	3,694	96.3%
		555 California Street	3	1,795	1,257	94.5%
		Primarily Warehouses	5	971	971	45.6%
				6,469	5,922
	Total square feet at December 31, 2013			71,709	60,825

42

Overview - continued

Washington, DC Segment

We estimate that 2014 EBITDA from continuing operations will be between $10,000,000 and $15,000,000 lower than 2013 EBITDA, due to the effects of Base Realignment and Closure (“BRAC”) related move-outs and the sluggish leasing environment in the Washington, DC / Northern Virginia area.  EBITDA from continuing operations for the six months ended June 30, 2014, was lower than the prior year’s six months by approximately $2,041,000, which was offset by an interest expense reduction of $9,471,000 from the restructuring of the Skyline properties mortgage loan in October 2013.  As a result of this and other items, the overall earnings in the six months ended June 30, 2014 were higher than the prior year’s six months.

Of the 2,395,000 square feet subject to the effects of the BRAC statute, 393,000 square feet has been taken out of service for redevelopment and 927,000 square feet has been leased or is pending.  The table below summarizes the status of the BRAC space as of June 30, 2014.

			Rent Per		Square Feet
			Square Foot		Total	Crystal City	Skyline	Rosslyn
Resolved:
	Relet as of June 30, 2014		$	37.79	815,000	468,000	281,000	66,000
	Leases pending			39.01	112,000	98,000	-	14,000
	Taken out of service for redevelopment				393,000	393,000	-	-
					1,320,000	959,000	281,000	80,000
To Be Resolved:
	Vacated as of June 30, 2014			37.65	781,000	392,000	323,000	66,000
	Expiring in:
		2014		27.02	201,000	-	201,000	-
		2015		43.93	93,000	88,000	5,000	-
					1,075,000	480,000	529,000	66,000
Total square feet subject to BRAC					2,395,000	1,439,000	810,000	146,000

43

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2014 and 2013

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ by segment for the three months ended June 30, 2014 and 2013.

(Amounts in thousands)		For the Three Months Ended June 30, 2014
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Total revenues			$	666,606	$	385,534		$	134,826		$	82,807		$	-	$	63,439
Total expenses				439,129		230,812			87,352			48,053			-		72,912
Operating income (loss)				227,477		154,722			47,474			34,754			-		(9,473)
(Loss) income from partially owned
	entities, including Toys			(53,742)		8,996			(2,248)			341			(57,591)		(3,240)
Income from Real Estate Fund				100,110		-			-			-			-		100,110
Interest and other investment
	income, net			9,435		1,645			42			8			-		7,740
Interest and debt expense				(117,051)		(49,070)			(18,660)			(9,292)			-		(40,029)
Net gain on disposition of wholly owned and
	partially owned assets			905		-			-			-			-		905
Income (loss) before income taxes				167,134		116,293			26,608			25,811			(57,591)		56,013
Income tax expense				(3,599)		(1,226)			(115)			(319)			-		(1,939)
Income (loss) from continuing operations				163,535		115,067			26,493			25,492			(57,591)		54,074
Income (loss) from discontinued operations				2,152		-			-			2,154			-		(2)
Net income (loss)				165,687		115,067			26,493			27,646			(57,591)		54,072
Less net income attributable to
	noncontrolling interests			(68,679)		(3,108)			-			(21)			-		(65,550)
Net income (loss) attributable to Vornado				97,008		111,959			26,493			27,625			(57,591)		(11,478)
Interest and debt expense(2)				179,520		64,072			22,463			10,433			39,529		43,023
Depreciation and amortization(2)				173,443		74,007			35,806			15,803			27,686		20,141
Income tax (benefit) expense (2)				(574)		1,291			132			319			(4,435)		2,119
EBITDA(1)			$	449,397	$	251,329	(3)	$	84,894	(4)	$	54,180	(5)	$	5,189	$	53,805	(6)

(Amounts in thousands)		For the Three Months Ended June 30, 2013
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Total revenues			$	671,216	$	375,700		$	134,317		$	80,446		$	-	$	80,753
Total expenses				461,154		233,733			85,782			47,038			-		94,601
Operating income (loss)				210,062		141,967			48,535			33,408			-		(13,848)
(Loss) income from partially owned
	entities, including Toys			(35,389)		4,226			(2,449)			423			(36,861)		(728)
Income from Real Estate Fund				34,470		-			-			-			-		34,470
Interest and other investment
	income (loss), net			26,415		1,443			6			(49)			-		25,015
Interest and debt expense				(120,657)		(42,648)			(27,854)			(11,517)			-		(38,638)
Net gain on disposition of wholly owned and
	partially owned assets			1,005		-			-			-			-		1,005
Income (loss) before income taxes				115,906		104,988			18,238			22,265			(36,861)		7,276
Income tax expense				(2,877)		(961)			(805)			(749)			-		(362)
Income (loss) from continuing operations				113,029		104,027			17,433			21,516			(36,861)		6,914
Income from discontinued operations				69,292		2,928			-			66,091			-		273
Net income (loss)				182,321		106,955			17,433			87,607			(36,861)		7,187
Less net income attributable to
	noncontrolling interests			(24,127)		(1,381)			-			(13)			-		(22,733)
Net income (loss) attributable to Vornado				158,194		105,574			17,433			87,594			(36,861)		(15,546)
Interest and debt expense(2)				179,461		54,546			31,245			13,715			37,730		42,225
Depreciation and amortization(2)				182,131		74,573			35,248			16,348			33,882		22,080
Income tax (benefit) expense (2)				(22,366)		1,030			852			749			(25,697)		700
EBITDA(1)			$	497,420	$	235,723	(3)	$	84,778	(4)	$	118,406	(5)	$	9,054	$	49,459	(6)

_____________________________

See notes on the following page.

44

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2014 and 2013 - continued

	Notes to preceding tabular information:
(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.
(2)	Interest and debt expense, depreciation and amortization and income tax (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 June 30,
	(Amounts in thousands)			2014		2013
	Office(a)			$	162,833	$	158,186
	Retail				67,947		57,230
	Alexander's				10,271		10,213
	Hotel Pennsylvania				10,278		10,094
		Total New York		$	251,329	$	235,723
	(a)		Includes $2,494 from discontinued operations in the three months ended June 30, 2013. Excluding this item, EBITDA for the three months ended June 30, 2013 was $155,692.
(4)	The elements of "Washington, DC" EBITDA are summarized below.
				For the Three Months Ended June 30,
	(Amounts in thousands)			2014		2013
	Office, excluding the Skyline Properties			$	67,057	$	66,136
	Skyline properties				7,073		7,543
		Total Office			74,130		73,679
	Residential				10,764		11,099
		Total Washington, DC		$	84,894	$	84,778
(5)	The elements of "Retail Properties" EBITDA are summarized below.
				For the Three Months Ended June 30,
	(Amounts in thousands)			2014		2013
	Strip shopping centers(a)			$	40,056	$	101,529
	Regional malls(b)				14,124		16,877
		Total Retail properties		$	54,180	$	118,406
	(a)		Includes discontinued operations and other gains and losses that affect comparability, aggregating $2,275 and $66,703 for the three months ended June 30, 2014 and 2013, respectively. Excluding these items, EBITDA was $37,781 and $34,826, respectively.
	(b)		Includes discontinued operations and other gains and losses that affect comparability, aggregating $(73) and $2,373 for the three months ended June 30, 2014 and 2013, respectively. Excluding these items, EBITDA was $14,197 and $14,504, respectively.

45

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2014 and 2013 - continued

	Notes to preceding tabular information - continued:
(6)	The elements of "other" EBITDA are summarized below.
				For the Three Months Ended June 30,
	(Amounts in thousands)			2014		2013
	Our share of Real Estate Fund:
		Income before net realized/unrealized gains		$	2,191	$	1,643
		Net realized gains on exited investments			18,767		-
		Previously recorded unrealized gains on exited investments			(8,841)		-
		Net unrealized gains on held investments			14,339		8,398
		Carried interest			11,874		10,070
	Total				38,330		20,111
	The Mart and trade shows				22,454		22,453
	555 California Street				11,506		11,022
	India real estate ventures				99		2,254
	Other investments				4,288		5,760
					76,677		61,600
	Corporate general and administrative expenses(a)				(23,022)		(24,831)
	Investment income and other, net(a)				8,032		16,709
	Acquisition and transaction related costs				(4,083)		(3,350)
	Net gain on sale of residential condominiums				905		1,005
	Income from the mark-to-market of J.C. Penney derivative position				-		9,065
	Severance costs (primarily reduction in force at The Mart)				-		(1,542)
	Net income attributable to noncontrolling interests in the Operating Partnership				(4,691)		(8,849)
	Preferred unit distributions of the Operating Partnership				(13)		(348)
				$	53,805	$	49,459
	(a)		The amounts in these captions (for this table only) exclude income/expense from the mark-to-market of our deferred compensation plan of $2,380 and $2,492 for the three months ended June 30, 2014 and 2013, respectively.

EBITDA by Region

Below is a summary of the percentages of EBITDA by geographic region (excluding discontinued operations, other gains and losses that affect comparability and our Toys and Other Segments).

		For the Three Months
		Ended June 30,
		2014	2013
Region:
	New York City metropolitan area	75%	74%
	Washington, DC / Northern Virginia metropolitan area	23%	24%
	Puerto Rico	1%	2%
	Other geographies	1%	-
		100%	100%

46

Results of Operations – Three Months Ended June 30, 2014 Compared to June 30, 2013

Revenues

Our revenues, which consist primarily of property rentals (including hotel and trade show revenues), tenant expense reimbursements, and fee and other income, were $666,606,000 in the three months ended June 30, 2014, compared to $671,216,000 in the prior year’s quarter, a decrease of $4,610,000. This decrease was primarily attributable to income in the prior year of $16,990,000 related to the Cleveland Medical Mart development project and $9,601,000 from the deconsolidation of Independence Plaza.  Excluding these items, revenues increased by $21,981,000 from the prior year’s quarter.  Below are the details of the (decrease) increase by segment:

(Amounts in thousands)
										Retail
(Decrease) increase due to:			Total			New York		Washington, DC		Properties		Other
Property rentals:
	Acquisitions and other		$	8,255		$	8,068	$	1,011	$	(112)	$	(712)
	Deconsolidation of Independence Plaza			(9,601)			(9,601)		-		-		-
	Properties placed into / taken out of
		service for redevelopment		(3,565)			(918)		(449)		(16)		(2,182)
	Hotel Pennsylvania			505			505		-		-		-
	Trade Shows			(86)			-		-		-		(86)
	Same store operations			10,542			7,767		(1,213)		1,407		2,581
				6,050			5,821		(651)		1,279		(399)
Tenant expense reimbursements:
	Acquisitions and other			(690)			(105)		(11)		(473)		(101)
	Properties placed into / taken out of
		service for redevelopment		(712)			(514)		2		(21)		(179)
	Same store operations			5,313			3,110		(664)		1,641		1,226
				3,911			2,491		(673)		1,147		946
Cleveland Medical Mart development
	project			(16,990)	(1)		-		-		-		(16,990)	(1)
Fee and other income:
	BMS cleaning fees			5,686			5,945		-		-		(259)	(2)
	Signage revenue			526			526		-		-		-
	Management and leasing fees			(280)			(35)		(470)		66		159
	Lease termination fees			(2,496)			(2,743)		1,067		(198)		(622)
	Other income			(1,017)			(2,171)		1,236		67		(149)
				2,419			1,522		1,833		(65)		(871)
Total (decrease) increase in revenues			$	(4,610)		$	9,834	$	509	$	2,361	$	(17,314)
(1)		Due to completion of the project. This decrease in revenue is substantially offset by a decrease in development costs expensed in the period. See note (3) on page 48.
(2)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (2 ) on page 48.

47

Results of Operations – Three Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Expenses

Our expenses, which consist primarily of operating (including hotel and trade show expenses), depreciation and amortization and general and administrative expenses, were $439,129,000 in the three months ended June 30, 2014, compared to $461,154,000 in the prior year’s quarter, a decrease of $22,025,000.  This decrease was primarily attributable to expense in the prior year of $15,151,000 related to the Cleveland Medical Mart development project and $10,139,000 from the deconsolidation of Independence Plaza.  Excluding these items, expenses increased by $3,265,000 from the prior year’s quarter.  Below are the details of the (decrease) increase by segment:

(Amounts in thousands)
										Retail
(Decrease) increase due to:			Total			New York		Washington, DC		Properties		Other
Operating:
	Acquisitions and other		$	(661)		$	29	$	(37)	$	(36)	$	(617)
	Deconsolidation of Independence Plaza			(3,826)			(3,826)		-		-		-
	Properties placed into / taken out of
		service for redevelopment		(4,064)			(1,772)		(319)		(390)		(1,583)
	Non-reimbursable expenses, including
		bad debt reserves		(1,248)			(448)		-		(825)		25
	Hotel Pennsylvania			400			400		-		-		-
	Trade Shows			(560)			-		-		-		(560)
	BMS expenses			3,845			4,381		-		-		(536)	(2)
	Same store operations			8,399			4,495		947		1,982		975
				2,285			3,259		591		731		(2,296)
Depreciation and amortization:
	Acquisitions and other			2,218			2,225		-		(3)		(4)
	Deconsolidation of Independence Plaza			(6,313)			(6,313)		-		-		-
	Properties placed into / taken out of
		service for redevelopment		2,854			3,576		(122)		158		(758)
	Same store operations			(2,914)			(4,771)		1,249		1,188		(580)
				(4,155)			(5,283)		1,127		1,343		(1,342)
General and administrative:
	Mark-to-market of deferred
		compensation plan liability (1)		(112)			-		-		-		(112)
	Severance costs (primarily reduction
		in force at The Mart)		(1,542)			-		-		-		(1,542)
	Same store operations			(4,083)			(897)		(148)		(1,059)		(1,979)
				(5,737)			(897)		(148)		(1,059)		(3,633)
Cleveland Medical Mart development
	project			(15,151)	(3)		-		-		-		(15,151)	(3)
Acquisition and transaction related costs				733			-		-		-		733
Total (decrease) increase in expenses			$	(22,025)		$	(2,921)	$	1,570	$	1,015	$	(21,689)
(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 income (loss), net” on our consolidated statements of income.
(2)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (2) on page 47.
(3)		Due to the completion of the project. This decrease in expense is offset by the decrease in development revenue in the period. See note (1) on page 47.

48

Results of Operations – Three Months Ended June 30, 2014 Compared to June 30, 2013 - continued

(Loss) Applicable to Toys

In the three months ended June 30, 2014, we recognized a net loss of $57,591,000 from our investment in Toys, comprised of $59,530,000 for our share of Toys’ net loss, partially offset by $1,939,000 of management fees earned and received. 

In the three months ended June 30, 2013, we recognized a net loss of $36,861,000 from our investment in Toys, comprised of $38,708,000 for our share of Toys’ net loss, partially offset by $1,847,000 of management fees earned and received.

Income from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the three months ended June 30, 2014 and 2013.

		Percentage	For the Three Months Ended
		Ownership at	June 30,
(Amounts in thousands)		June 30, 2014	2014		2013
Equity in Net Income (Loss):
Alexander's		32.4%	$	6,894	$	5,751
India real estate ventures		4.1%-36.5%		(2,041)		(414)
Partially owned office buildings (1)		Various		990		(1,042)
Other investments (2)		Various		(1,994)		(2,823)
			$	3,849	$	1,472
(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue and others.
(2)	Includes interests in Independence Plaza, Monmouth Mall, 85 10th Avenue, Fashion Center Mall, 50-70 West 93rd Street and others.

Income from Real Estate Fund

Below are the components of the income from our Real Estate Fund for the three months ended June 30, 2014 and 2013.

(Amounts in thousands)		For the Three Months Ended June 30,
		2014		2013
Net investment income		$	3,052	$	877
Net realized gains on exited investments			75,069		-
Previously recorded unrealized gains on exited investments			(35,365)		-
Net unrealized gains on held investments			57,354		33,593
Income from Real Estate Fund			100,110		34,470
Less (income) attributable to noncontrolling interests			(61,780)		(14,359)
Income from Real Estate Fund attributable to Vornado (1)		$	38,330	$	20,111
___________________________________
(1)	Excludes management, leasing and development fees of $745 and $827 for the three months ended June 30, 2014 and 2013, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

49

Results of Operations – Three Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Interest and Other Investment Income (Loss), net

Interest and other investment income (loss), net was $9,435,000 in the three months ended June 30, 2014, compared to $26,415,000 in the prior year’s quarter, a decrease of $16,980,000. This decrease resulted from:

(Amounts in thousands)
J.C. Penney derivative position mark-to-market gain in 2013		$	(9,065)
Income from prepayment penalties in connection with the repayment of a mezzanine loan			(5,267)
Lower interest on mezzanine loans receivable in the current year			(4,204)
Decrease in the value of investments in our deferred compensation plan (offset by a corresponding
	decrease in the liability for plan assets in general and administrative expenses)		(112)
Other, net			1,668
		$	(16,980)

Interest and Debt Expense

Interest and debt expense was $117,051,000 in the three months ended June 30, 2014, compared to $120,657,000 in the prior year’s quarter, a decrease of $3,606,000. This decrease was primarily due to (i) $7,328,000 of higher capitalized interest in the current year’s quarter and (ii) $6,542,000 of interest savings from the restructuring of the Skyline properties mortgage loan in October 2013, partially offset by (iii) $5,589,000 of defeasance cost in connection with the refinancing of 909 Third Avenue and (iv) $3,306,000 of interest expense from the $600,000,000 financing of our 220 Central Park South development site in January 2014.

Net Gain (Loss) on Disposition of Wholly Owned and Partially Owned Assets

In the three months ended June 30, 2014 and 2013, we recognized gains of $905,000 and $1,005,000, respectively, from the sale of residential condominiums.

Income Tax Expense

Income tax expense was $3,599,000 in the three months ended June 30, 2014, compared to $2,877,000 in the prior year’s quarter, an increase of $722,000.  This increase was primarily attributable to higher income from our taxable REIT subsidiaries.

Income from Discontinued Operations

We have reclassified the revenues and expenses of the 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 June 30, 2014 and 2013. 

	For the Three Months Ended June 30,
(Amounts in thousands)	2014		2013
Total revenues	$	3,923	$	19,311
Total expenses		1,771		13,191
		2,152		6,120
Impairment losses		-		(2,493)
Net gains on sale of real estate		-		65,665
Income from discontinued operations	$	2,152	$	69,292

50

Results of Operations – Three Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $63,975,000 in the three months ended June 30, 2014, compared to $14,930,000 in the prior year’s quarter, an increase of $49,045,000.  This increase resulted primarily from $47,421,000 of higher net 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 $4,691,000 in the three months ended June 30, 2014, compared to $8,849,000 in the prior year’s quarter, a decrease of $4,158,000.  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 $13,000 in the three months ended June 30, 2014, compared to $348,000 in the prior year’s quarter, a decrease of $335,000.  This decrease resulted from the redemption of the 6.875% Series D-15 cumulative redeemable preferred units in May 2013.

Preferred Share Dividends

Preferred share dividends were $20,366,000 in the three months ended June 30, 2014, compared to $20,368,000 in the prior year’s quarter, a decrease of $2,000. 

Preferred Unit and Share Redemptions

In the three months ended June 30, 2013, we recognized $8,100,000 of income in connection with the redemption of all of the 6.875% Series D-15 cumulative redeemable preferred units. 

51

Results of Operations – Three Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Same Store EBITDA

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

Below are reconciliations of EBITDA to same store EBITDA for each of our segments for the three months ended June 30, 2014, compared to the three months ended June 30, 2013.

(Amounts in thousands)				New York		Washington, DC		Retail Properties
EBITDA for the three months ended June 30, 2014				$	251,329	$	84,894	$	54,180
	Add-back:
		Non-property level overhead expenses included above			6,646		6,572		4,110
	Less EBITDA from:
		Acquisitions			(8,088)		-		-
		Dispositions, including net gains on sale			-		-		(2,226)
		Properties taken out-of-service for redevelopment			(6,093)		(606)		(531)
		Other non-operating (income) expense			(1,884)		(1,661)		(2,243)
Same store EBITDA for the three months ended June 30, 2014				$	241,910	$	89,199	$	53,290
EBITDA for the three months ended June 30, 2013				$	235,723	$	84,778	$	118,406
	Add-back:
		Non-property level overhead expenses included above			7,543		6,720		5,169
	Less EBITDA from:
		Acquisitions			(228)		-		-
		Dispositions, including net gains on sale			(2,609)		-		(69,190)
		Properties taken out-of-service for redevelopment			(4,882)		(1,123)		(179)
		Other non-operating (income) expense			(5,487)		449		(1,844)
Same store EBITDA for the three months ended June 30, 2013				$	230,060	$	90,824	$	52,362
Increase (decrease) in same store EBITDA -
	Three months ended June 30, 2014 vs. June 30, 2013(1)			$	11,850	$	(1,625)	$	928
% increase (decrease) in same store EBITDA					5.2%		(1.8%)		1.8%
(1)			See notes on following page

52

Results of Operations – Three Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Notes to preceding tabular information

New York:

The $11,850,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail of $7,646,000 and $3,981,000, respectively.  The Office increase resulted primarily from higher (i) rental revenue of $4,797,000 (primarily due to an increase in average same store occupancy).  The Retail increase resulted primarily from higher rental revenue of $2,970,000 (primarily due to an increase in average same store occupancy).

Washington, DC:

The $1,625,000 decrease in Washington, DC same store EBITDA resulted primarily from lower rental revenue of $1,213,000, primarily due to higher amortization of rent abatements, partially offset by an increase in billed rents.

Retail Properties:

The $928,000 increase in Retail Properties same store EBITDA resulted primarily from increase in rental revenue of $1,407,000, primarily due to an increase in average annual rents per square foot and same store occupancy. 

Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA

(Amounts in thousands)		New York		Washington, DC		Retail Properties
Same store EBITDA for the three months ended June 30, 2014		$	241,910	$	89,199	$	53,290
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(26,640)		(2,462)		(1,758)
Cash basis same store EBITDA for the three months ended
	June 30, 2014	$	215,270	$	86,737	$	51,532
Same store EBITDA for the three months ended June 30, 2013		$	230,060	$	90,824	$	52,362
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(28,635)		(2,597)		(2,368)
Cash basis same store EBITDA for the three months ended
	June 30, 2013	$	201,425	$	88,227	$	49,994
Increase (decrease) in Cash basis same store EBITDA -
	Three months ended June 30, 2014 vs. June 30, 2013	$	13,845	$	(1,490)	$	1,538
% increase (decrease) in Cash basis same store EBITDA			6.9%		(1.7%)		3.1%

53

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2014 and 2013

Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ by segment for the six months ended June 30, 2014 and 2013.

(Amounts in thousands)		For the Six Months Ended June 30, 2014
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Total revenues			$	1,327,224	$	756,816		$	270,104		$	171,612		$	-	$	128,692
Total expenses				934,113		472,811			176,924			130,284			-		154,094
Operating income (loss)				393,111		284,005			93,180			41,328			-		(25,402)
(Loss) income from partially owned
	entities, including Toys			(51,763)		10,562			(3,514)			879			(55,744)		(3,946)
Income from Real Estate Fund				118,258		-			-			-			-		118,258
Interest and other investment
	income, net			21,328		3,120			78			17			-		18,113
Interest and debt expense				(226,493)		(91,909)			(38,007)			(18,509)			-		(78,068)
Net gain on disposition of wholly
	owned and partially owned assets			10,540		-			-			-			-		10,540
Income (loss) before income taxes				264,981		205,778			51,737			23,715			(55,744)		39,495
Income tax (expense) benefit				(5,181)		(2,195)			84			(1,050)			-		(2,020)
Income (loss) from continuing operations				259,800		203,583			51,821			22,665			(55,744)		37,475
Income from discontinued operations				4,043		-			-			3,868			-		175
Net income (loss)				263,843		203,583			51,821			26,533			(55,744)		37,650
Less net income attributable to
	noncontrolling interests			(84,118)		(4,513)			-			(38)			-		(79,567)
Net income (loss) attributable to Vornado				179,725		199,070			51,821			26,495			(55,744)		(41,917)
Interest and debt expense(2)				350,472		122,140			45,261			20,784			78,078		84,209
Depreciation and amortization(2)				369,782		161,594			71,956			41,131			54,610		40,491
Income tax expense (benefit)(2)				19,257		2,323			(57)			1,050			13,642		2,299
EBITDA(1)			$	919,236	$	485,127	(3)	$	168,981	(4)	$	89,460	(5)	$	90,586	$	85,082	(6)

(Amounts in thousands)		For the Six Months Ended June 30, 2013
										Retail
		Total		New York			Washington, DC			Properties			Toys		Other
Total revenues		$	1,389,929	$	740,501		$	269,048		$	222,658		$	-	$	157,722
Total expenses			929,573		476,660			170,979			95,618			-		186,316
Operating income (loss)			460,356		263,841			98,069			127,040			-		(28,594)
(Loss) income from partially owned
	entities, including Toys		(12,864)		9,831			(4,542)			1,324			(35,102)		15,625
Income from Real Estate Fund			51,034		-			-			-			-		51,034
Interest and other investment (loss)
	income, net		(22,660)		2,608			82			2			-		(25,352)
Interest and debt expense			(241,003)		(83,079)			(56,104)			(21,803)			-		(80,017)
Net loss on disposition of wholly owned and
	partially owned assets		(35,719)		-			-			-			-		(35,719)
Income (loss) before income taxes			199,144		193,201			37,505			106,563			(35,102)		(103,023)
Income tax expense			(3,950)		(1,233)			(1,183)			(749)			-		(785)
Income (loss) from continuing operations			195,194		191,968			36,322			105,814			(35,102)		(103,808)
Income (loss) from discontinued operations			276,054		5,656			-			271,473			-		(1,075)
Net income (loss)			471,248		197,624			36,322			377,287			(35,102)		(104,883)
Less net income attributable to
	noncontrolling interests		(50,132)		(2,962)			-			(109)			-		(47,061)
Net income (loss) attributable to Vornado			421,116		194,662			36,322			377,178			(35,102)		(151,944)
Interest and debt expense(2)			368,241		104,235			62,998			27,938			80,912		92,158
Depreciation and amortization(2)			376,316		152,986			70,396			34,867			71,556		46,511
Income tax expense(2)			38,393		1,377			1,306			749			33,649		1,312
EBITDA(1)		$	1,204,066	$	453,260	(3)	$	171,022	(4)	$	440,732	(5)	$	151,015	$	(11,963)	(6)

_____________________________

See notes on the following page.

54

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2014 and 2013 - continued

	Notes to preceding tabular information:
(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.
(2)	Interest and debt expense, depreciation and amortization and income tax (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 Six Months Ended June 30,
	(Amounts in thousands)			2014		2013
	Office(a)			$	320,712	$	304,482
	Retail				134,142		117,612
	Alexander's				20,701		20,754
	Hotel Pennsylvania				9,572		10,412
		Total New York		$	485,127	$	453,260
	(a)		Includes $4,839 from discontinued operations in the six months ended June 30, 2013. Excluding this item, EBITDA for the six months ended June 30, 2013 was $299,643.
(4)	The elements of "Washington, DC" EBITDA are summarized below.
				For the Six Months Ended June 30,
	(Amounts in thousands)			2014		2013
	Office, excluding the Skyline Properties			$	134,314	$	133,243
	Skyline properties				13,572		15,705
		Total Office			147,886		148,948
	Residential				21,095		22,074
		Total Washington, DC		$	168,981	$	171,022
(5)	The elements of "Retail Properties" EBITDA are summarized below.
				For the Six Months Ended June 30,
	(Amounts in thousands)			2014		2013
	Strip shopping centers(a)			$	81,377	$	204,890
	Regional malls(b)				8,083		235,842
		Total Retail properties		$	89,460	$	440,732
	(a)		Includes discontinued operations and other gains and losses that affect comparability, aggregating $5,161 and $133,476 for the six months ended June 30, 2014 and 2013, respectively. Excluding these items, EBITDA was $76,216 and $71,414, respectively.
	(b)		Includes discontinued operations and other gains and losses that affect comparability, aggregating $(19,839) and $207,192 for the six months ended June 30, 2014 and 2013, respectively. Excluding these items, EBITDA was $27,922 and $28,650, respectively.

55

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2014 and 2013 - continued

	Notes to preceding tabular information - continued:
(6)	The elements of "other" EBITDA are summarized below.
				For the Six Months Ended June 30,
	(Amounts in thousands)			2014		2013
	Our share of Real Estate Fund:
		Income before net realized/unrealized gains		$	4,617	$	3,651
		Net realized gains on exited investments			18,767		-
		Previously recorded unrealized gains on exited investments			(5,597)		-
		Net unrealized gains on held investments			14,637		11,777
		Carried interest			13,205		11,707
	Total				45,629		27,135
	The Mart and trade shows				41,541		39,307
	555 California Street				23,572		21,651
	India real estate ventures				1,923		4,013
	LNR(a)				-		20,443
	Lexington(b)				-		6,931
	Other investments				9,207		8,877
					121,872		128,357
	Corporate general and administrative expenses(c)				(49,004)		(47,587)
	Investment income and other, net(c)				16,105		28,045
	Net gain on sale of residential condominiums and a land parcel				10,540		1,005
	Acquisition and transaction related costs				(5,867)		(3,951)
	Non-cash impairment loss on J.C. Penney common shares				-		(39,487)
	Loss on sale of J.C. Penney common shares				-		(36,800)
	Loss from the mark-to-market of J.C. Penney derivative position				-		(13,475)
	Severance costs (primarily reduction-in-force at The Mart)				-		(4,154)
	Net income attributable to noncontrolling interests in the Operating Partnership				(8,539)		(22,782)
	Preferred unit distributions of the Operating Partnership				(25)		(1,134)
				$	85,082	$	(11,963)
	(a)		On April 19, 2013, LNR was sold for $1.053 billion.
	(b)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale. The 2013 amount represents our share of Lexington's 2012 fourth quarter earnings which was recorded on a one-quarter lag basis.
	(c)		The amounts in these captions (for this table only) exclude income/expense from the mark-to-market of our deferred compensation plan of $6,780 and $5,938 for the six months ended June 30, 2014 and 2013, respectively.

EBITDA by Region

Below is a summary of the percentages of EBITDA by geographic region (excluding discontinued operations, other gains and losses that affect comparability and our Toys and Other Segments).

		For the Six Months
		Ended June 30,
		2014	2013
Region:
	New York City metropolitan area	74%	73%
	Washington, DC / Northern Virginia metropolitan area	23%	24%
	Puerto Rico	2%	2%
	Other geographies	1%	1%
		100%	100%

56

Results of Operations – Six Months Ended June 30, 2014 Compared to June 30, 2013

Revenues

Our revenues, which consist primarily of property rentals (including hotel and trade show revenues), tenant expense reimbursements, and fee and other income, were $1,327,224,000 for the six months ended June 30, 2014, compared to $1,389,929,000 in the prior year’s six months, a decrease of $62,705,000.  This decrease was primarily attributable to income in the prior year of $59,599,000 pursuant to a settlement agreement with Stop & Shop, $29,133,000 related to the Cleveland Medical Mart development project and $23,992,000 from the deconsolidation of Independence Plaza.  Excluding these items, revenues increased by $50,019,000 from the prior year’s six months.  Below are the details of the (decrease) increase by segment:

(Amounts in thousands)
										Retail
(Decrease) increase due to:			Total			New York		Washington, DC		Properties			Other
Property rentals:
	Acquisitions and other		$	8,351		$	10,330	$	544	$	(1,048)		$	(1,475)
	Deconsolidation of Independence Plaza			(23,992)			(23,992)		-		-			-
	Properties placed into / taken out of
		service for redevelopment		(6,641)			(1,935)		(666)		260			(4,300)
	Hotel Pennsylvania			211			211		-		-			-
	Trade Shows			811			-		-		-			811
	Same store operations			21,617			17,055		(4,052)		2,260			6,354
				357			1,669		(4,174)		1,472			1,390
Tenant expense reimbursements:
	Acquisitions and other			(679)			(340)		(82)		(32)			(225)
	Properties placed into / taken out of
		service for redevelopment		(1,262)			(1,073)		43		123			(355)
	Same store operations			16,478			6,910		765		7,060			1,743
				14,537			5,497		726		7,151			1,163
Cleveland Medical Mart development
	project			(29,133)	(1)		-		-		-			(29,133)	(1)
Fee and other income:
	BMS cleaning fees			7,978			8,881		-		-			(903)	(2)
	Signage revenue			3,363			3,363		-		-			-
	Management and leasing fees			681			967		(251)		(27)			(8)
	Lease termination fees			(58,671)			(1,925)		3,195		(59,581)	(3)		(360)
	Other income			(1,817)			(2,137)		1,560		(61)			(1,179)
				(48,466)			9,149		4,504		(59,669)			(2,450)
Total (decrease) increase in revenues			$	(62,705)		$	16,315	$	1,056	$	(51,046)		$	(29,030)
(1)		Due to the completion of the project. This decrease in revenue is substantially offset by a decrease in development costs expensed in the period. See note (3) on page 58.
(2)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (2) on page 58.
(3)		Results primarily from $59,599 of income recognized in the first quarter of 2013 pursuant to a settlement agreement with Stop & Shop.

57

Results of Operations – Six Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Expenses

Our expenses, which consist primarily of operating (including hotel and trade show expenses), depreciation and amortization and general and administrative expenses, were $934,113,000 for the six months ended June 30, 2014, compared to $929,573,000 in the prior year’s six months, an increase of $4,540,000.  Excluding expenses of $20,000,000 for a non-cash impairment loss on the Springfield Town Center in 2014, $26,525,000 related to the Cleveland Medical Mart development project in 2013 and $25,899,000 from the deconsolidation of Independence Plaza, expenses increased by $36,964,000 from the prior year’s six months.  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 and other		$	(1,228)		$	325	$	(37)	$	(133)		$	(1,383)
	Deconsolidation of Independence Plaza			(9,592)			(9,592)		-		-			-
	Properties placed into / taken out of
		service for redevelopment		(7,568)			(3,462)		(180)		(531)			(3,395)
	Non-reimbursable expenses, including
		bad debt reserves		(2,547)			(749)		-		(825)			(973)
	Hotel Pennsylvania			1,208			1,208		-		-			-
	Trade Shows			215			-		-		-			215
	BMS expenses			3,961			5,128		-		-			(1,167)	(2)
	Same store operations			25,480			10,985		3,630		7,854			3,011
				9,929			3,843		3,413		6,365			(3,692)
Depreciation and amortization:
	Acquisitions and other			4,408			4,528		-		(109)			(11)
	Deconsolidation of Independence Plaza			(16,307)			(16,307)		-		-			-
	Properties placed into / taken out of
		service for redevelopment		24,018			17,392		(151)		8,313			(1,536)
	Same store operations			(7,940)			(12,686)		2,189		1,915			642
				4,179			(7,073)		2,038		10,119			(905)
General and administrative:
	Mark-to-market of deferred
		compensation plan liability (1)		842			-		-		-			842
	Severance costs (primarily reduction
		in force at The Mart)		(4,154)			-		-		-			(4,154)
	Same store operations			(1,647)			(619)		494		(1,818)			296
				(4,959)			(619)		494		(1,818)			(3,016)
Cleveland Medical Mart development
	project			(26,525)	(3)		-		-		-			(26,525)	(3)
Impairment losses, acquisition and
	transaction related costs			21,916			-		-		20,000	(4)		1,916
Total increase (decrease) in expenses			$	4,540		$	(3,849)	$	5,945	$	34,666		$	(32,222)
(1)		This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income (loss), net” on our consolidated statements of income.
(2)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (2) on page 57.
(3)		Due to the completion of the project. This decrease in expense is offset by the decrease in development revenue in the period. See note (1) on page 57.
(4)		Represents a non-cash impairment loss on the Springfield Town Center.

58

Results of Operations – Six Months Ended June 30, 2014 Compared to June 30, 2013 - continued

(Loss) Applicable to Toys

In the six months ended June 30, 2014, we recognized a net loss of $55,744,000 from our investment in Toys, comprised of (i) $15,666,000 for our share of Toys’ equity in earnings, (ii) $3,786,000 of management fees earned and received, offset by (iii) a $75,196,000 non-cash impairment loss.

In the six months ended June 30, 2013, we recognized a net loss of $35,102,000 from our investment in Toys, comprised of (i) $39,834,000 for our share of Toys’ equity in earnings, (ii) $3,606,000 of management fees earned and received, offset by (iii) a $78,542,000 non-cash impairment loss.

Income from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the six months ended June 30, 2014 and 2013.

		Percentage	For the Six Months Ended
		Ownership at	June 30,
(Amounts in thousands)		June 30, 2014	2014		2013
Equity in Net Income (Loss):
Alexander's		32.4%	$	13,279	$	11,827
India real estate ventures		4.1%-36.5%		(2,178)		(1,181)
Partially owned office buildings (1)		Various		(1,405)		(1,624)
Other investments (2)		Various		(5,715)		(4,536)
Lexington (3)		n/a		-		(979)
LNR (4)		n/a		-		18,731
			$	3,981	$	22,238
(1)	Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue and others.
(2)	Includes interests in Independence Plaza, Monmouth Mall, 85 10th Avenue, Fashion Center Mall, 50-70 West 93rd Street and others.
(3)	In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale. The 2013 amount represents our share of Lexington's 2012 fourth quarter earnings which was recorded on a one-quarter lag basis.
(4)	On April 19, 2013, LNR was sold for $1.053 billion.

59

Results of Operations – Six Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Income from Real Estate Fund

Below are the components of the income from our Real Estate Fund for the six months ended June 30, 2014 and 2013.

(Amounts in thousands)		For the Six Months Ended June 30,
		2014		2013
Net investment income		$	7,031	$	3,925
Net realized gains on exited investments			75,069		-
Previously recorded unrealized gains on exited investments			(22,388)		-
Net unrealized gains on held investments			58,546		47,109
Income from Real Estate Fund			118,258		51,034
Less (income) attributable to noncontrolling interests			(72,629)		(23,899)
Income from Real Estate Fund attributable to Vornado (1)		$	45,629	$	27,135
___________________________________
(1)	Excludes management, leasing and development fees of $1,449 and $1,676 for the six months ended June 30, 2014 and 2013, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Interest and Other Investment Income (Loss), net

Interest and other investment income (loss), net was income of $21,328,000 in the six months ended June 30, 2014, compared to a loss of $22,660,000 in the prior year’s six months, an increase in income of $43,988,000. This increase resulted from:

(Amounts in thousands)
Losses from the mark-to-market and impairment of investment in J.C. Penney in 2013		$	52,962
Lower interest on mezzanine loans receivable in the current year			(6,897)
Income from prepayment penalties in connection with the repayment of a mezzanine loan in 2013			(5,267)
Increase 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)		842
Higher dividends and interest on marketable securities			764
Other, net			1,584
		$	43,988

Interest and Debt Expense

Interest and debt expense was $226,493,000 in the six months ended June 30, 2014, compared to $241,003,000 in the prior year’s six months, a decrease of $14,510,000.  This decrease was primarily due to (i) $12,690,000 of higher capitalized interest in the current year’s six months and (ii) $12,004,000 of interest savings from the restructuring of the Skyline properties mortgage loan in October 2013, partially offset by (iii) $5,589,000 of defeasance cost in connection with the refinancing of 909 Third Avenue and (iv) $5,423,000 of interest expense from the $600,000,000 financing of our 220 Central Park South development site in January 2014.

Net Gain (Loss) on Disposition of Wholly Owned and Partially Owned Assets

In the six months ended June 30, 2014, we recognized a $10,540,000 gain on disposition of wholly owned and partially owned assets, primarily from the sale of residential condominiums and a land parcel, compared to a $35,719,000 loss in the prior year’s six months, primarily from the sale of 10,000,000 J.C. Penney common shares.  

Income Tax Expense

Income tax expense was $5,181,000 in the six months ended June 30, 2014, compared to $3,950,000 in the prior year’s six months, an increase of $1,231,000. This increase was primarily attributable to higher income from our taxable REIT subsidiaries.

60

Results of Operations – Six Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Income from Discontinued Operations

We have reclassified the revenues and expenses of the properties that were sold or are currently held for sale to “income from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all the periods presented in the accompanying financial statements.  The table below sets forth the combined results of assets related to discontinued operations for the six months ended June 30, 2014 and 2013.

	For the Six Months Ended June 30,
(Amounts in thousands)	2014		2013
Total revenues	$	12,206	$	45,301
Total expenses		7,321		33,234
		4,885		12,067
Impairment losses		(842)		(4,007)
Net gain on sale of Green Acres Mall		-		202,275
Net gains on sales of other real estate		-		65,719
Income from discontinued operations	$	4,043	$	276,054

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $75,554,000 in the six months ended June 30, 2014, compared to $26,216,000 in the prior year’s six months, an increase of $49,338,000.  This increase resulted primarily from $48,730,000 of higher net 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 $8,539,000 in the six months ended June 30, 2014, compared to $22,782,000 in the prior year’s six months, a decrease of $14,243,000.  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 $25,000 in the six months ended June 30, 2014, compared to $1,134,000 in the prior year’s six months, a decrease of $1,109,000.  This decrease resulted from the redemption of the 6.875% Series D-15 cumulative redeemable preferred units in May 2013.

Preferred Share Dividends

Preferred share dividends were $40,734,000 in the six months ended June 30, 2014, compared to $42,070,000 in the prior year’s six months, a decrease of $1,336,000.  This decrease resulted primarily from the redemption of the 6.75% Series F and Series H preferred shares in February 2013.

Preferred Unit and Share Redemptions

In the six months ended June 30, 2013, we recognized $1,130,000 of expense in connection with preferred unit and share redemptions, comprised of $9,230,000 of expense from the redemption of the 6.75% Series F and Series H cumulative redeemable preferred shares in February 2013, partially offset by $8,100,000 of income from the redemption of all the 6.875% Series D-15 cumulative redeemable preferred units in May 2013. 

61

Results of Operations – Six Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Same Store EBITDA

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

Below are reconciliations of EBITDA to same store EBITDA for each of our segments for the six months ended June 30, 2014, compared to six months ended June 30, 2013.

(Amounts in thousands)				New York		Washington, DC		Retail Properties
EBITDA for the six months ended June 30, 2014				$	485,127	$	168,981	$	89,460
	Add-back:
		Non-property level overhead expenses included above			14,438		14,019		8,766
	Less EBITDA from:
		Acquisitions			(15,573)		-		-
		Dispositions, including net gains on sale			-		-		(5,335)
		Properties taken out-of-service for redevelopment			(11,398)		(1,878)		(1,135)
		Other non-operating (income) expense			(3,299)		(3,688)		13,869
Same store EBITDA for the six months ended June 30, 2014				$	469,295	$	177,434	$	105,625
EBITDA for the six months ended June 30, 2013				$	453,260	$	171,022	$	440,732
	Add-back:
		Non-property level overhead expenses included above			15,057		13,525		10,584
	Less EBITDA from:
		Acquisitions			(228)		-		-
		Dispositions, including net gains on sale			(5,041)		-		(281,029)
		Properties taken out-of-service for redevelopment			(9,322)		(3,046)		(276)
		Other non-operating income			(9,510)		(18)		(66,012)
Same store EBITDA for the six months ended June 30, 2013				$	444,216	$	181,483	$	103,999
Increase (decrease) in same store EBITDA -
	Six months ended June 30, 2014 vs. June 30, 2013(1)			$	25,079	$	(4,049)	$	1,626
% increase (decrease) in same store EBITDA					5.6%		(2.2%)		1.6%
(1)			See notes on following page.

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Results of Operations – Six Months Ended June 30, 2014 Compared to June 30, 2013 - continued

Notes to preceding tabular information

New York:

The $25,079,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail of $19,057,000 and $6,879,000, respectively.  The Office increase resulted primarily from higher (i) rental revenue of $12,582,000 (primarily due to an increase in average same store occupancy), and (ii) cleaning fees and signage revenue of $5,877,000.  The Retail increase resulted primarily from higher rental revenue of $4,694,000, (primarily due to an increase in average same store occupancy).

Washington, DC:

The $4,049,000 decrease in Washington, DC same store EBITDA resulted primarily from lower rental revenue of $4,052,000, primarily due to a decrease in occupancy at our Skyline properties and an increase in amortization of rent abatements.

Retail Properties:

The $1,626,000 increase in Retail Properties same store EBITDA resulted primarily from increase in rental revenue of $2,260,000, primarily due to an increase in average same store occupancy.

Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA

(Amounts in thousands)		New York		Washington, DC		Retail Properties
Same store EBITDA for the six months ended June 30, 2014		$	469,295	$	177,434	$	105,625
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(51,527)		(3,664)		(3,406)
Cash basis same store EBITDA for the six months ended
	June 30, 2014	$	417,768	$	173,770	$	102,219
Same store EBITDA for the six months ended June 30, 2013		$	444,216	$	181,483	$	103,999
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(59,269)		(6,763)		(4,058)
Cash basis same store EBITDA for the six months ended
	June 30, 2013	$	384,947	$	174,720	$	99,941
Increase (decrease) in Cash basis same store EBITDA -
	Six months ended June 30, 2014 vs. June 30, 2013	$	32,821	$	(950)	$	2,278
% increase (decrease) in Cash basis same store EBITDA			8.5%		(0.5%)		2.3%

63

SUPPLEMENTAL INFORMATION

Reconciliation of Net Income (Loss) to EBITDA for the Three Months Ended March 31, 2014

(Amounts in thousands)		New York		Washington, DC		Retail Properties
Net income (loss) attributable to Vornado for the three months ended
	March 31, 2014	$	87,111	$	25,328	$	(1,130)
Interest and debt expense			58,068		22,798		10,351
Depreciation and amortization			87,587		36,150		25,328
Income tax expense (benefit)			1,032		(189)		731
EBITDA for the three months ended March 31, 2014		$	233,798	$	84,087	$	35,280

Reconciliation of EBITDA to Same Store EBITDA – Three Months Ended June 30, 2014 compared to March 31, 2014

(Amounts in thousands)			New York		Washington, DC		Retail Properties
EBITDA for the three months ended June 30, 2014			$	251,329	$	84,894	$	54,180
	Add-back:
		Non-property level overhead expenses included above		6,646		6,572		4,110
	Less EBITDA from:
		Acquisitions		-		-		-
		Dispositions, including net gains on sale		-		-		(2,226)
		Properties taken out-of-service for redevelopment		(6,093)		(606)		(531)
		Other non-operating income		(1,884)		(1,661)		(2,243)
Same store EBITDA for the three months ended June 30, 2014			$	249,998	$	89,199	$	53,290
EBITDA for the three months ended March 31, 2014			$	233,798	$	84,087	$	35,280
	Add-back:
		Non-property level overhead expenses included above		7,792		7,447		4,656
	Less EBITDA from:
		Acquisitions		-		-		-
		Dispositions, including net gains on sale		-		-		(3,109)
		Properties taken out-of-service for redevelopment		(5,305)		(1,272)		(604)
		Other non-operating (income) expense		(1,290)		(2,027)		16,112
Same store EBITDA for the three months ended March 31, 2014			$	234,995	$	88,235	$	52,335
Increase in same store EBITDA -
	Three months ended June 30, 2014 vs. March 31, 2014		$	15,003	$	964	$	955
% increase in same store EBITDA				6.4%		1.1%		1.8%

64

SUPPLEMENTAL INFORMATION – CONTINUED

Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA – Three Months Ended June 30, 2014 Compared to March 31, 2014

(Amounts in thousands)		New York		Washington, DC		Retail Properties
Same store EBITDA for the three months ended June 30, 2014		$	249,998	$	89,199	$	53,290
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(30,646)		(2,462)		(1,758)
Cash basis same store EBITDA for the three months ended
	June 30, 2014	$	219,352	$	86,737	$	51,532
Same store EBITDA for the three months ended March 31, 2014		$	234,995	$	88,235	$	52,335
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(28,381)		(1,200)		(1,648)
Cash basis same store EBITDA for the three months ended
	March 31, 2014	$	206,614	$	87,035	$	50,687
Increase (decrease) in Cash basis same store EBITDA -
	Three months ended June 30, 2014 vs. March 31, 2014	$	12,738	$	(298)	$	845
% increase (decrease) in Cash basis same store EBITDA			6.2%		(0.3%)		1.7%

65

Liquidity and Capital Resources

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

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

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

Cash Flows for the Six Months Ended June 30, 2014

Our cash and cash equivalents were $1,371,226,000 at June 30, 2014, a $787,936,000 increase over the balance at December 31, 2013.  Our consolidated outstanding debt was $10,868,795,000 at June 30, 2014, an $890,077,000 increase over the balance at December 31, 2013.  As of June 30, 2014 and December 31, 2013, $88,138,000 and $295,870,000, respectively, was outstanding under our revolving credit facilities.  During the remainder of 2014 and 2015, $19,736,000 and $745,775,000, 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 $447,643,000 was comprised of (i) net income of $263,843,000, (ii) $209,123,000 of non-cash adjustments, which include depreciation and amortization expense, the effect of straight-lining of rental income, equity in net loss of partially owned entities and impairment losses on real estate, (iii) return of capital from real estate fund investment of $140,920,000 and (iv) distributions of income from partially owned entities of $25,784,000, partially offset by (v) the net change in operating assets and liabilities of $192,027,000, including $2,666,000 related to Real Estate Fund investments.

Net cash used in investing activities of $66,514,000 was comprised of (i) $214,615,000 of development costs and construction in progress, (ii) $105,116,000 of additions to real estate, (iii) $62,894,000 of investments in partially owned entities, (iv) $8,963,000 of acquisition of real estate, partially offset by (v) $125,037,000 of proceeds from sales of real estate and related investments, (vi) $102,087,000 of changes in restricted cash, (vii) $96,159,000 of proceeds from repayments of mortgages and mezzanine loans receivable and other and (viii) $1,791,000 of capital distributions from partially owned entities.   

Net cash provided by financing activities of $406,807,000 was comprised of (i) $1,398,285,000 of proceeds from borrowings, (ii) $10,125,000 of proceeds received from the exercise of employee share options and (iii) $5,297,000 of contributions from noncontrolling interests, partially offset by (iv) $313,444,000 for the repayments of borrowings, (v) $273,694,000 of dividends paid on common shares, (vi) purchase of marketable securities in connection with defeasance of mortgage notes payable of $198,884,000, (vii) $149,944,000 of distributions to noncontrolling interests, (viii) $40,737,000 of dividends paid on preferred shares, (ix) $29,560,000 of debt issuance costs and (x) $637,000 for the repurchase of shares related to stock compensation agreements and/or related tax withholdings.

Capital Expenditures

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.

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Liquidity and Capital Resources – continued

Capital Expenditures - continued

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 six months ended June 30, 2014.

									Retail
(Amounts in thousands)			Total		New York		Washington, DC		Properties		Other
Expenditures to maintain assets			$	34,110	$	20,896	$	4,761	$	1,490	$	6,963
Tenant improvements				114,133		89,525		11,180		1,126		12,302
Leasing commissions				50,624		44,171		2,806		419		3,228
Non-recurring capital expenditures				17,761		2,904		12,435		-		2,422
Total capital expenditures and leasing
	commissions (accrual basis)			216,628		157,496		31,182		3,035		24,915
Adjustments to reconcile to cash basis:
	Expenditures in the current year
		applicable to prior periods		67,908		26,568		30,957		3,148		7,235
	Expenditures to be made in future
		periods for the current period		(143,636)		(108,232)		(22,927)		(1,545)		(10,932)
Total capital expenditures and leasing
	commissions (cash basis)		$	140,900	$	75,832	$	39,212	$	4,638	$	21,218
Tenant improvements and leasing commissions:
	Per square foot per annum		$	5.63	$	6.50	$	5.23	$	0.49	$	n/a
	Percentage of initial rent			10.1%		9.1%		13.0%		2.4%		n/a

Development and Redevelopment Expenditures

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. 

On March 2, 2014, we entered into an agreement to transfer upon completion, the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to Pennsylvania Real Estate Investment Trust (NYSE: PEI) (“PREIT’) in exchange for $465,000,000 comprised of $340,000,000 of cash and $125,000,000 of PREIT operating partnership units.  The incremental development cost of this project is approximately $250,000,000, of which $166,500,000 has been expended as of June 30, 2014.  The redevelopment is expected to be completed in the fourth quarter of 2014. The closing will be no later than March 31, 2015.

We are in the process of redeveloping and substantially expanding the existing retail space at the Marriott Marquis Times Square Hotel, including converting the below grade parking garage into retail and creating a six-story, 300 foot wide block front, dynamic LED sign, all of which is expected to be completed by the end of 2014.  Upon completion of the redevelopment, the retail space will include 20,000 square feet on grade and 20,000 square feet below grade.  The incremental development cost of this project is approximately $210,000,000, of which $98,800,000 has been expended as of June 30, 2014.

We plan to construct a residential condominium tower containing 472,000 zoning square feet on our 220 Central Park South development site.  The incremental development cost of this project is approximately $1.0 billion.  In January 2014, we completed a $600,000,000 loan secured by this site.

We plan to develop a 699-unit residential project in Pentagon City (Metropolitan Park 4&5), which is expected to be completed in 2016.  The project will include a 37,000 square foot Whole Foods Market at the base of the building.  The incremental development cost of this project is approximately $250,000,000.

We plan to redevelop an existing 165,000 square foot office building in Crystal City (2221 S. Clark Street), which we have leased to WeWork, into approximately 250 rental residential units.  The incremental development cost of this project is approximately $40,000,000.  The redevelopment is expected to be completed in the second half of 2015.

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Liquidity and Capital Resources – continued

Development and Redevelopment Expenditures - continued

Below is a summary of development and redevelopment expenditures incurred in the six months ended June 30, 2014.  These expenditures include interest of $30,182,000, payroll of $4,175,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $27,907,000, that were capitalized in connection with the development and redevelopment of these projects.

							Retail
(Amounts in thousands)	Total		New York		Washington, DC		Properties		Other
Springfield Town Center	$	54,743	$	-	$	-	$	54,743	$	-
Marriott Marquis Times Square - retail and signage		38,659		38,659		-		-		-
220 Central Park South		27,372		-		-		-		27,372
330 West 34th Street		21,816		21,816		-		-		-
608 Fifth Avenue		15,809		15,809		-		-		-
Metropolitan Park 4 & 5		10,873		-		10,873		-		-
7 West 34th Street		7,243		7,243		-		-		-
Wayne Towne Center		5,228				-		5,228		-
Other		32,872		13,866		13,438		3,370		2,198
	$	214,615	$	97,393	$	24,311	$	63,341	$	29,570

In addition to the development and redevelopment projects above, we are in the process of repositioning and re-tenanting 280 Park Avenue (49.5% owned).  Our share of the incremental development cost of this project is approximately $62,000,000, of which $34,700,000 was expended prior to 2014, and $13,900,000 has been expended in 2014.

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including the Hotel Pennsylvania and in Washington, including 1900 Crystal Drive, Rosslyn and Pentagon City.

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

68

Liquidity and Capital Resources – continued

Cash Flows for the Six Months Ended June 30, 2013

Our cash and cash equivalents were $781,655,000 at June 30, 2013, a $178,664,000 decrease over the balance at December 31, 2012.  This decrease is primarily due to cash flows from financing activities, partially offset by cash flows from operating and investing activities, as discussed below.

Cash flows provided by operating activities of $444,800,000 was comprised of (i) net income of $471,248,000, (ii) $61,190,000 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, (iii) return of capital from Real Estate Fund investments of $56,664,000, and (iv) distributions of income from partially owned entities of $23,774,000, partially offset by (v) the net change in operating assets and liabilities of $168,076,000, including $30,893,000 related to Real Estate Fund investments.

Net cash provided by investing activities of $1,070,685,000 was comprised of (i) $648,167,000 of proceeds from sales of real estate and related investments, (ii) $281,991,000 of capital distributions from partially owned entities, (iii) $240,474,000 from the sale of LNR, (iv) $160,715,000 of proceeds from the sale of marketable securities, (v) $85,450,000 from the return of the J.C. Penney derivative collateral, (vi) 47,950,000 of proceeds from repayments of mortgage and mezzanine loans receivable and other, and (vii) $16,596,000 of changes in restricted cash, partially offset by (viii) $113,060,000 of additions to real estate, (ix) $98,447,000 for the funding of the J.C. Penney derivative collateral, (x) $85,550,000 of development costs and construction in progress, (xi) $59,472,000 of investments in partially owned entities, (xii) $53,992,000 of acquisitions of real estate, and (xiii) 137,000 of investment in mortgage and mezzanine loans receivable and other.

Net cash used in financing activities of $1,694,149,000 was comprised of (i) $2,800,441,000 for the repayments of borrowings, (ii) $299,400,000 for purchases of outstanding preferred units and shares, (iii) $272,825,000 of dividends paid on common shares, (iv) $181,510,000 of distributions to noncontrolling interests, (v) $42,451,000 of dividends paid on preferred shares, (vi) $9,520,000 of debt issuance costs, and (vii) $332,000 for the repurchase of shares related to stock compensation agreements and/or related tax withholdings, partially offset by (viii) $1,583,357,000 of proceeds from borrowings, (ix) $290,536,000 of proceeds from the issuance of preferred shares, (x) $33,967,000 of contributions from noncontrolling interests in consolidated subsidiaries, and (xi) $4,470,000 of proceeds from the exercise of employee share options.

69

Liquidity and Capital Resources – continued

Capital Expenditures in the six months ended June 30, 2013

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 six months ended June 30, 2013.

										Retail
(Amounts in thousands)				Total		New York		Washington, DC		Properties		Other
Expenditures to maintain assets				$	23,035	$	10,119	$	4,814	$	1,855	$	6,247
Tenant improvements					86,797		55,834		17,373		8,032		5,558
Leasing commissions					30,654		24,840		3,479		1,339		996
Non-recurring capital expenditures					2,163		2,163		-		-		-
Total capital expenditures and leasing
	commissions (accrual basis)				142,649		92,956		25,666		11,226		12,801
Adjustments to reconcile to cash basis:
		Expenditures in the current year
			applicable to prior periods		71,961		24,978		17,393		4,576		25,014
		Expenditures to be made in future
			periods for the current period		(77,870)		(50,081)		(18,297)		(9,292)		(200)
Total capital expenditures and leasing
	commissions (cash basis)			$	136,740	$	67,853	$	24,762	$	6,510	$	37,615
Tenant improvements and leasing commissions:
	Per square foot per annum			$	4.14	$	5.08	$	6.98	$	1.23	$	n/a
	Percentage of initial rent				9.6%		7.8%		16.7%		6.4%		n/a

Development and Redevelopment Expenditures in the six months ended June 30, 2013

Below is a summary of development and redevelopment expenditures incurred in the six months ended June 30, 2013.  These expenditures include interest of $17,492,000, payroll of $1,905,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $9,375,000, that were capitalized in connection with the development and redevelopment of these projects.

							Retail
(Amounts in thousands)	Total		New York		Washington, DC		Properties		Other
Springfield Town Center	$	24,707	$	-	$	-	$	24,707	$	-
220 Central Park South		10,556		-		-		-		10,556
1290 Avenue of the Americas		8,723		8,723		-		-		-
Marriott Marquis Times Square - retail and signage		5,907		5,907		-		-		-
1540 Broadway		4,355		4,355		-		-		-
LED Signage		3,685		3,685		-		-		-
1851 South Bell Street (1900 Crystal Drive)		2,685		-		2,685		-		-
North Plainfield, New Jersey		2,045		-		-		2,045		-
Other		22,887		3,639		11,481		5,489		2,278
	$	85,550	$	26,309	$	14,166	$	32,241	$	12,834

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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 June 30, 2014, the aggregate dollar amount of these guarantees and master leases is approximately $360,000,000.

At June 30, 2014, $38,477,000 of letters of credit were outstanding under one of our revolving credit facilities.  Our revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

As of June 30, 2014, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $114,000,000.

71

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 non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.  FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash 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 Note 19 – Income per Share, in our consolidated financial statements on page 26 of this Quarterly Report on Form 10-Q.

FFO for the Three and Six Months Ended June 30, 2014 and 2013

FFO attributable to common shareholders plus assumed conversions was $216,547,000, or $1.15 per diluted share for the three months ended June 30, 2014, compared to $235,348,000, or $1.25 per diluted share, for the prior year’s quarter.  FFO attributable to common shareholders plus assumed conversions was $463,626,000, or $2.46 per diluted share for the six months ended June 30, 2014, compared to $437,168,000, or $2.33 per diluted share, for the prior year’s six months.  Details of certain items that affect comparability are discussed in the financial results summary of our “Overview.”

			For The Three Months				For The Six Months
(Amounts in thousands, except per share amounts)			Ended June 30,				Ended June 30,
Reconciliation of our net income to FFO:			2014		2013		2014		2013
Net income attributable to Vornado			$	97,008	$	158,194	$	179,725	$	421,116
Depreciation and amortization of real property				121,402		126,728		263,971		259,241
Net gains on sale of real estate				-		(65,665)		-		(267,994)
Real estate impairment losses				-		2,493		20,842		4,007
Proportionate share of adjustments to equity in net income of
	Toys, to arrive at FFO:
		Depreciation and amortization of real property		8,814		17,480		20,229		36,805
		Real estate impairment losses		-		620		-		4,270
		Income tax effect of above adjustments		(3,085)		(6,326)		(7,080)		(14,376)
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		21,312		19,486		46,583		41,316
		Net gains on sale of real estate		-		-		-		(465)
Noncontrolling interests' share of above adjustments				(8,561)		(5,421)		(19,960)		(3,607)
FFO				236,890		247,589		504,310		480,313
Preferred share dividends				(20,366)		(20,368)		(40,734)		(42,070)
Preferred unit and share redemptions				-		8,100		-		(1,130)
FFO attributable to common shareholders				216,524		235,321		463,576		437,113
Convertible preferred share dividends				23		27		50		55
FFO attributable to common shareholders plus assumed conversions			$	216,547	$	235,348	$	463,626	$	437,168
Reconciliation of Weighted Average Shares
	Weighted average common shares outstanding			187,527		186,931		187,418		186,842
	Effect of dilutive securities:
		Employee stock options and restricted share awards		1,090		742		1,013		737
		Convertible preferred shares		42		47		44		48
	Denominator for FFO per diluted share			188,659		187,720		188,475		187,627
FFO attributable to common shareholders plus assumed conversions
	per diluted share		$	1.15	$	1.25	$	2.46	$	2.33

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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)			2014					2013
					Weighted	Effect of 1%				Weighted
			June 30,		Average	Change In		December 31,		Average
Consolidated debt:			Balance		Interest Rate	Base Rates		Balance		Interest Rate
	Variable rate		$	1,453,932	2.25%	$	14,539	$	1,064,730	2.01%
	Fixed rate			9,414,863	4.56%		-		8,913,988	4.73%
			$	10,868,795	4.25%		14,539	$	9,978,718	4.44%
Prorata share of debt of non-consolidated
	entities (non-recourse):
	Variable rate – excluding Toys		$	303,673	1.75%		3,037	$	196,240	2.09%
	Variable rate – Toys			1,017,031	5.81%		10,170		1,179,001	5.45%
	Fixed rate (including $682,822 and
		$682,484 of Toys debt in 2014 and 2013)		2,773,666	6.47%		-		2,814,162	6.46%
			$	4,094,370	5.95%		13,207	$	4,189,403	5.97%
Noncontrolling interests’ share of above							(1,619)
Total change in annual net income						$	26,127
Per share-diluted						$	0.14

We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of June 30, 2014, we have an interest rate cap with a notional amount of $60,000,000 that caps LIBOR at a rate of 7.00%.  In addition, we have an interest rate swap on a $425,000,000 mortgage loan that swapped the rate from LIBOR plus 2.00% (2.15% at June 30, 2014) to a fixed rate of 5.13% for the remaining four-year term of the loan. 

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 June 30, 2014, the estimated fair value of our consolidated debt was $10,901,000,000.

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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 June 30, 2014, 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.

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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, as amended, for the year ended December 31, 2013.

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

During the second quarter of 2014, we issued 13,026 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, as amended, for the year ended December 31, 2013, 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.

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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: August 4, 2014	By:	/s/ Stephen W. Theriot
		Stephen W. Theriot, Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

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	EXHIBIT INDEX
Exhibit No.
	10.52	**	-	Employment agreement between Vornado Realty Trust and Michael J. Franco dated	*
				January 10, 2014. Incorporated by reference to Exhibit 10.52 to Vornado Realty Trust’s
				Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-11954),
				filed on May 5, 2014
	10.53	**	-	Form of Vornado Realty Trust 2014 Outperformance Plan Award Agreement. Incorporated	*
				by reference to Exhibit 10.53 to Vornado Realty Trust’s Quarterly Report on Form 10-Q
				for the quarter ended March 31, 2014 (File No. 001-11954), filed on May 5, 2014
	15.1		-	Letter regarding Unaudited Interim Financial Information
	31.1		-	Rule 13a-14 (a) Certification of the Chief Executive Officer
	31.2		-	Rule 13a-14 (a) Certification of the Chief Financial Officer
	32.1		-	Section 1350 Certification of the Chief Executive Officer
	32.2		-	Section 1350 Certification of the Chief Financial Officer
	101.INS		-	XBRL Instance Document
	101.SCH		-	XBRL Taxonomy Extension Schema
	101.CAL		-	XBRL Taxonomy Extension Calculation Linkbase
	101.DEF		-	XBRL Taxonomy Extension Definition Linkbase
	101.LAB		-	XBRL Taxonomy Extension Label Linkbase
	101.PRE		-	XBRL Taxonomy Extension Presentation Linkbase
				______________________________
		*		Incorporated by reference
		**		Management contract or compensation agreement

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