vno2q2013.htm - Generated by SEC Publisher for SEC Filing

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, 2013

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

For the transition period from:

Commission File Number:

001-11954

VORNADO REALTY TRUST

(Exact name of registrant as specified in its charter)

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

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

(212) 894-7000

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

As of June 30, 2013, 186,991,076 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, 2013 and December 31, 2012	3

		Consolidated Statements of Income (Unaudited) for the
		Three and Six Months Ended June 30, 2013 and 2012	4

		Consolidated Statements of Comprehensive Income (Unaudited)
		for the Three and Six Months Ended June 30, 2013 and 2012	5

		Consolidated Statements of Changes in Equity (Unaudited) for the
		Six Months Ended June 30, 2013 and 2012	6

		Consolidated Statements of Cash Flows (Unaudited) for the
		Six Months Ended June 30, 2013 and 2012	8

		Notes to Consolidated Financial Statements (Unaudited)	10

		Report of Independent Registered Public Accounting Firm	39

	Item 2.	Management's Discussion and Analysis of Financial Condition
		and Results of Operations	40

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	82

	Item 4.	Controls and Procedures	83


PART II.		Other Information:

	Item 1.	Legal Proceedings	84

	Item 1A.	Risk Factors	84

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	84

	Item 3.	Defaults Upon Senior Securities	84

	Item 4.	Mine Safety Disclosures	84

	Item 5.	Other Information	84

	Item 6.	Exhibits	84

SIGNATURES			85

EXHIBIT INDEX			86

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			2013		2012
Real estate, at cost:
	Land		$	4,209,969	$	4,797,773
	Buildings and improvements			12,302,151		12,476,372
	Development costs and construction in progress			997,381		920,357
	Leasehold improvements and equipment			127,491		130,077
		Total		17,636,992		18,324,579
	Less accumulated depreciation and amortization			(3,246,837)		(3,084,700)
Real estate, net				14,390,155		15,239,879
Cash and cash equivalents				781,655		960,319
Restricted cash				312,071		183,256
Marketable securities				402,935		398,188
Tenant and other receivables, net of allowance for doubtful accounts of $25,963 and $37,674				140,938		195,718
Investments in partially owned entities				1,031,644		1,226,256
Investment in Toys "R" Us				417,764		478,041
Real Estate Fund investments				622,124		600,786
Mortgage and mezzanine loans receivable				175,699		225,359
Receivable arising from the straight-lining of rents, net of allowance of $4,307 and $3,165				790,358		760,310
Deferred leasing and financing costs, net of accumulated amortization of $251,202 and $224,453				412,695		407,500
Identified intangible assets, net of accumulated amortization of $365,854 and $346,664				289,110		406,358
Assets related to discontinued operations				63,573		602,000
Other assets				502,510		381,079
			$	20,333,231	$	22,065,049

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable			$	8,582,573	$	8,663,326
Senior unsecured notes				1,358,182		1,358,008
Revolving credit facility debt				83,982		1,170,000
Accounts payable and accrued expenses				393,362		484,746
Deferred revenue				486,901		596,067
Deferred compensation plan				111,093		105,200
Deferred tax liabilities				15,369		15,305
Liabilities related to discontinued operations				2,677		423,163
Other liabilities				436,877		400,938
	Total liabilities			11,471,016		13,216,753
Commitments and contingencies
Redeemable noncontrolling interests:
	Class A units - 11,345,667 and 11,215,682 units outstanding			939,988		898,152
	Series D cumulative redeemable preferred units - 1 and 1,800,001 units outstanding			1,000		46,000
		Total redeemable noncontrolling interests		940,988		944,152
Vornado shareholders' equity:
	Preferred shares of beneficial interest: no par value per share; authorized 110,000,000
		shares; issued and outstanding 52,682,807 and 51,184,609 shares		1,277,455		1,240,278
	Common shares of beneficial interest: $.04 par value per share; authorized
		250,000,000 shares; issued and outstanding 186,991,076 and 186,734,711 shares		7,450		7,440
	Additional capital			7,190,336		7,195,438
	Earnings less than distributions			(1,471,643)		(1,573,275)
	Accumulated other comprehensive income (loss)			132,894		(18,946)
		Total Vornado shareholders' equity		7,136,492		6,850,935
Noncontrolling interests in consolidated subsidiaries				784,735		1,053,209
	Total equity			7,921,227		7,904,144
			$	20,333,231	$	22,065,049

See notes to consolidated financial statements (unaudited).

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)		2013		2012		2013		2012

REVENUES:
	Property rentals	$	545,194	$	517,233	$	1,079,050	$	1,026,726
	Tenant expense reimbursements		75,659		71,409		152,415		141,906
	Cleveland Medical Mart development project		16,990		56,304		29,133		111,363
	Fee and other income		48,015		33,037		145,239		66,315
Total revenues			685,858		677,983		1,405,837		1,346,310
EXPENSES:
	Operating		261,080		243,485		520,953		489,462
	Depreciation and amortization		135,486		128,372		277,570		259,767
	General and administrative		54,323		46,832		108,905		102,122
	Cleveland Medical Mart development project		15,151		53,935		26,525		106,696
	Acquisition related costs		3,350		2,559		3,951		3,244
Total expenses			469,390		475,183		937,904		961,291
Operating income			216,468		202,800		467,933		385,019
(Loss) income applicable to Toys "R" Us			(36,861)		(19,190)		(35,102)		97,281
Income from partially owned entities			1,472		12,563		22,238		32,223
Income from Real Estate Fund			34,470		20,301		51,034		32,063
Interest and other investment income (loss), net			26,416		(49,172)		(22,658)		(33,507)
Interest and debt expense			(121,762)		(124,320)		(243,650)		(254,379)
Net gain (loss) on disposition of wholly owned and
	partially owned assets		1,005		4,856		(35,719)		4,856
Income before income taxes			121,208		47,838		204,076		263,556
Income tax expense			(2,877)		(7,479)		(3,950)		(14,304)
Income from continuing operations			118,331		40,359		200,126		249,252
Income from discontinued operations			63,990		17,869		271,122		89,240
Net income			182,321		58,228		471,248		338,492
Less net income attributable to noncontrolling interests in:
	Consolidated subsidiaries		(14,930)		(14,721)		(26,216)		(24,318)
	Operating Partnership		(8,849)		(1,337)		(22,782)		(16,608)
	Preferred unit distributions of the Operating Partnership		(348)		(3,873)		(1,134)		(7,747)
Net income attributable to Vornado			158,194		38,297		421,116		289,819
Preferred share dividends			(20,368)		(17,787)		(42,070)		(35,574)
Preferred unit and share redemptions			8,100		-		(1,130)		-
NET INCOME attributable to common shareholders		$	145,926	$	20,510	$	377,916	$	254,245

INCOME PER COMMON SHARE - BASIC:
	Income from continuing operations, net	$	0.46	$	0.02	$	0.65	$	0.91
	Income from discontinued operations, net		0.32		0.09		1.37		0.46
	Net income per common share	$	0.78	$	0.11	$	2.02	$	1.37
	Weighted average shares outstanding		186,931		185,673		186,842		185,521

INCOME PER COMMON SHARE - DILUTED:
	Income from continuing operations, net	$	0.46	$	0.02	$	0.65	$	0.91
	Income from discontinued operations, net		0.32		0.09		1.36		0.45
	Net income per common share	$	0.78	$	0.11	$	2.01	$	1.36
	Weighted average shares outstanding		187,720		186,342		187,627		186,271

DIVIDENDS PER COMMON SHARE		$	0.73	$	0.69	$	1.46	$	1.38


See notes to consolidated financial statements (unaudited).

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)			2013		2012		2013		2012

Net income			$	182,321	$	58,228	$	471,248	$	338,492
Other comprehensive income (loss):
	Change in unrealized net gain (loss) on
		available-for-sale securities		20,348		(233,218)		169,138		(220,525)
	Pro rata share of other comprehensive loss of
		nonconsolidated subsidiaries		(19,707)		(4,310)		(23,354)		(26,254)
	Change in value of interest rate swap			12,037		(8,388)		14,560		(6,002)
	Other			(3)		496		530		373
Comprehensive income (loss)				194,996		(187,192)		632,122		86,084
Less comprehensive income attributable to noncontrolling interests				(24,862)		(4,470)		(59,166)		(32,779)
Comprehensive income (loss) attributable to Vornado			$	170,134	$	(191,662)	$	572,956	$	53,305


See notes to consolidated financial statements (unaudited).

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


																	Non-
															Accumulated		controlling
(Amounts in thousands)													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income (Loss)		Subsidiaries		Equity
Balance, December 31, 2011				42,187	$	1,021,660		185,080	$	7,373	$	7,127,258	$	(1,401,704)	$	73,729	$	680,131	$	7,508,447
Net income				-		-		-		-		-		289,819		-		24,318		314,137
Dividends on common shares				-		-		-		-		-		(256,119)		-		-		(256,119)
Dividends on preferred shares				-		-		-		-		-		(35,574)		-		-		(35,574)
Common shares issued:
	Upon redemption of Class A
		units, at redemption value		-		-		303		12		24,964		-		-		-		24,976
	Under employees' share
		option plan		-		-		412		16		8,800		(16,389)		-		-		(7,573)
	Under dividend reinvestment plan			-		-		10		1		842		-		-		-		843
Contributions:
	Real Estate Fund			-		-		-		-		-		-		-		108,319		108,319
	Other			-		-		-		-		-		-		-		30		30
Distributions:
	Real Estate Fund			-		-		-		-		-		-		-		(44,910)		(44,910)
Conversion of Series A preferred
	shares to common shares			(2)		(105)		3		-		105		-		-		-		-
Deferred compensation shares
	and options			-		-		7		-		8,484		(339)		-		-		8,145
Change in unrealized net loss
	on available-for-sale securities			-		-		-		-		-		-		(220,525)		-		(220,525)
Pro rata share of other
	comprehensive loss of
	nonconsolidated subsidiaries			-		-		-		-		-		-		(26,254)		-		(26,254)
Change in value of interest rate swap				-		-		-		-		-		-		(6,002)		-		(6,002)
Adjustments to carry redeemable
	Class A units at redemption value			-		-		-		-		(110,581)		-		-		-		(110,581)
Redeemable noncontrolling interests'
	share of above adjustments			-		-		-		-		-		-		15,894		-		15,894
Other				-		-		-		-		-		2		373		(3)		372
Balance, June 30, 2012				42,185	$	1,021,555		185,815	$	7,402	$	7,059,872	$	(1,420,304)	$	(162,785)	$	767,885	$	7,273,625


See notes to consolidated financial statements (unaudited).

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


																	Non-
															Accumulated		controlling
(Amounts in thousands)													Earnings		Other		Interests in
			Preferred Shares				Common Shares				Additional		Less Than		Comprehensive		Consolidated		Total
			Shares		Amount		Shares		Amount		Capital		Distributions		Income (Loss)		Subsidiaries		Equity
Balance, December 31, 2012				51,185	$	1,240,278		186,735	$	7,440	$	7,195,438	$	(1,573,275)	$	(18,946)	$	1,053,209	$	7,904,144
Net income				-		-		-		-		-		421,116		-		26,216		447,332
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 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).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

			For the Six Months Ended
			June 30,
			2013		2012
(Amounts in thousands)
Cash Flows from Operating Activities:
Net income			$	471,248	$	338,492
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization (including amortization of deferred financing costs)			289,643		285,617
	Net gains on sale of real estate			(267,994)		(72,713)
	Return of capital from Real Estate Fund investments			56,664		-
	Net unrealized gain on Real Estate Fund investments			(47,109)		(27,979)
	Other non-cash adjustments			42,339		20,993
	Non-cash impairment loss on J.C. Penney common shares			39,487		-
	Net loss (gain) on disposition of wholly owned and partially owned assets			35,719		(4,856)
	Straight-lining of rental income			(32,730)		(43,124)
	Amortization of below-market leases, net			(28,511)		(26,457)
	Distributions of income from partially owned entities			23,774		34,613
	Loss from the mark-to-market of J.C. Penney derivative position			13,475		57,687
	Equity in net loss (income) of partially owned entities, including Toys “R” Us			12,864		(129,504)
	Impairment losses			4,007		13,511
	Changes in operating assets and liabilities:
		Real Estate Fund investments		(30,893)		(85,867)
		Accounts receivable, net		53,821		(8,971)
		Prepaid assets		(104,149)		(100,012)
		Other assets		(35,570)		(18,582)
		Accounts payable and accrued expenses		(50,690)		25,940
		Other liabilities		(595)		5,076
Net cash provided by operating activities				444,800		263,864

Cash Flows from Investing Activities:
	Proceeds from sales of real estate and related investments			648,167		370,037
	Distributions of capital from partially owned entities			281,991		17,963
	Proceeds from the sale of LNR			240,474		-
	Proceeds from sales of marketable securities			160,715		58,460
	Additions to real estate			(113,060)		(83,368)
	Funding of J.C. Penney derivative collateral			(98,447)		(70,000)
	Development costs and construction in progress			(85,550)		(58,069)
	Return of J.C. Penney derivative collateral			85,450		24,950
	Investments in partially owned entities			(59,472)		(57,237)
	Acquisitions of real estate and other			(53,992)		(32,156)
	Proceeds from repayments of mortgage and mezzanine loans receivable and other			47,950		1,994
	Restricted cash			16,596		(14,658)
	Investment in mortgage and mezzanine loans receivable and other			(137)		(145)
	Proceeds from the repayment of loan to officer			-		13,123
Net cash provided by investing activities				1,070,685		170,894

See notes to consolidated financial statements (unaudited).

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

				For the Six Months Ended
				June 30,
				2013		2012
(Amounts in thousands)
Cash Flows from Financing Activities:
	Repayments of borrowings			$	(2,800,441)	$	(1,507,220)
	Proceeds from borrowings				1,583,357		1,225,000
	Purchases of outstanding preferred units and shares				(299,400)		-
	Proceeds from the issuance of preferred shares				290,536		-
	Dividends paid on common shares				(272,825)		(256,119)
	Distributions to noncontrolling interests				(181,510)		(69,367)
	Dividends paid on preferred shares				(42,451)		(35,576)
	Contributions from noncontrolling interests				33,967		108,349
	Debt issuance and other costs				(9,520)		(14,648)
	Proceeds received from exercise of employee share options				4,470		9,667
	Repurchase of shares related to stock compensation agreements and/or related
		tax withholdings			(332)		(30,034)
Net cash used in financing activities					(1,694,149)		(569,948)
Net decrease in cash and cash equivalents					(178,664)		(135,190)
Cash and cash equivalents at beginning of period					960,319		606,553
Cash and cash equivalents at end of period				$	781,655	$	471,363


Supplemental Disclosure of Cash Flow Information:
	Cash payments for interest, excluding capitalized interest of $17,492 and $361			$	235,588	$	251,434
	Cash payments for income taxes			$	4,732	$	6,494


Non-Cash Investing and Financing Activities:
	Change in unrealized net gain (loss) on available-for-sale securities			$	169,138	$	(220,525)
	Adjustments to carry redeemable Class A units at redemption value				(29,393)		(110,581)
	Common shares issued upon redemption of Class A units, at redemption value				14,980		24,976
	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)		-
	L.A. Mart seller financing				-		35,000
	Write-off of fully depreciated assets				(47,598)		(131,770)







See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization

Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and 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, 2013. All references to “we,” “us,” “our,” the “Company” and “Vornado” refer to Vornado Realty Trust and its consolidated subsidiaries, including the Operating Partnership.

2. Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and its consolidated subsidiaries, including the Operating Partnership. All intercompany amounts have been eliminated. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (the “SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, for the year ended December 31, 2012, as filed with the SEC.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to current year presentation.

3. Recently Issued Accounting Literature

In February 2013, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2013-02”) to Accounting Standards Codification (“ASC”) Topic 220, Comprehensive Income (“Topic 220”). ASU 2013-02 requires additional disclosures regarding significant reclassifications out of each component of accumulated other comprehensive income, including the effect on the respective line items of net income for amounts that are required to be reclassified into net income in their entirety and cross-references to other disclosures providing additional information for amounts that are not required to be reclassified into net income in their entirety. The adoption of this update as of January 1, 2013, did not have a material impact on our consolidated financial statements, but resulted in additional disclosures (see Note 13 - Accumulated Other Comprehensive Income).

In June 2013, the FASB issued an update (“ASU 2013-08”) to 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. We are currently evaluating the impact, if any, of ASU 2013-08 on our real estate fund and our consolidated financial statements.

VORNADO REALTY TRUST

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 our $800,000,000 Fund, to which we committed $200,000,000. The Fund has an eight-year term and a three-year investment period which ended in July 2013. During the investment period, the Fund was our exclusive investment vehicle for all investments that fit within its investment parameters, as defined. The Fund is accounted for under the AICPA Investment Company Guide and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.

At June 30, 2013, the Fund had ten investments with an aggregate fair value of $622,124,000, or $114,751,000 in excess of cost, and had remaining unfunded commitments of $246,582,000, of which our share was $61,645,000. Below is a summary of income from the Fund for the three and six months ended June 30, 2013 and 2012.

		For the Three Months				For the Six Months
(Amounts in thousands)		Ended June 30,				Ended June 30,
		2013		2012		2013		2012
Net investment income (loss)		$	877	$	(834)	$	3,925	$	4,084
Net unrealized gains			33,593		21,135		47,109		27,979
Income from Real Estate Fund			34,470		20,301		51,034		32,063
Less (income) attributable to noncontrolling interests			(14,359)		(12,306)		(23,899)		(20,239)
Income from Real Estate Fund attributable to Vornado ⁽¹⁾		$	20,111	$	7,995	$	27,135	$	11,824
___________________________________
___________________________________
(1)	Excludes management, leasing and development fees of $827 and $717 for the three months ended June 30, 2013 and 2012, respectively, and $1,676 and $1,420 for the six months ended June 30, 2013 and 2012, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

5. Mortgage and Mezzanine Loans Receivable

As of June 30, 2013 and December 31, 2012, the carrying amount of mortgage and mezzanine loans receivable was $175,699,000 and $225,359,000, respectively. These loans have a weighted average interest rate of 10.8% and 10.3% at June 30, 2013 and December 31, 2012, respectively, and have maturities ranging from August 2014 to May 2016.

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

On April 17, 2013, a $50,091,000 mezzanine loan that was scheduled to mature in August 2015, was repaid. In connection therewith, we received net proceeds of $55,358,000, including prepayment penalties, which resulted in income of $5,267,000, included in “interest and other investment income (loss)” on our consolidated statement of income.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

6. Marketable Securities and Derivative Instruments

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

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

On March 4, 2013, we sold 10,000,000 J.C. Penney common shares at a price of $16.03 per share, or $160,300,000 in the aggregate, 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 statement of income. In addition, in the first quarter of 2013, we wrote down the remaining 8,584,010 J.C. Penney common shares we own to fair value and recorded a $39,487,000 impairment loss, which is included in “interest and other investment income (loss), net” on our consolidated statement of income.

As of June 30, 2013, we own an economic interest in 13,400,000 J.C. Penney common shares, or 6.1% of its outstanding common shares. Below are the details of our investment.

We own 8,584,010 common shares at a GAAP cost of $15.11, per share, or $129,704,000 in the aggregate. As of June 30, 2013, these shares have an aggregate fair value of $146,615,000, based on J.C. Penney’s closing share price of $17.08 per share.

We also own an economic interest in 4,815,990 common shares through a forward contract at a weighted average strike price of $29.27 per share, or $140,947,000 in the aggregate. The forward contract may be settled, at our election, in cash or common shares, in whole or in part, at any time prior to October 8, 2022. The counterparty may accelerate settlement, in whole or in part, on October 8, 2014, or any anniversary thereof, or in the event we were to receive a credit downgrade. The forward contract strike price per share increases at an annual rate of LIBOR plus 95 basis points during the first two years of the contract and LIBOR plus 80 basis points thereafter. The contract is a derivative instrument that does not qualify for hedge accounting treatment. Gains and losses from the mark-to-market of the underlying common shares are recognized in “interest and other investment income (loss), net” on our consolidated statements of income. In the three and six months ended June 30, 2013, we recognized income of $9,065,000 and a loss of $13,475,000, respectively, from the mark-to-market of the underlying common shares, and as of June 30, 2013, have funded $69,377,000 in connection with this derivative position. In the three and six months ended June 30, 2012, we recognized losses of $58,732,000 and $57,687,000, respectively, from the mark-to-market of the underlying common shares.

As of June 30, 2013, the aggregate economic net loss on our investment in J.C. Penney, including shares sold, was $201,119,000.

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

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

Below is a summary of our marketable securities portfolio as of June 30, 2013 and December 31, 2012.

(Amounts in thousands)		As of June 30, 2013						As of December 31, 2012
				GAAP		Unrealized				GAAP		Unrealized
		Fair Value		Cost		Gain		Fair Value		Cost		Gain
Equity securities:
	Lexington	$	215,718	$	72,549	$	143,169	$	-	$	-	$	-
	J.C. Penney		146,615		129,704		16,911		366,291		366,291		-
	Other		40,602		12,112		28,490		31,897		12,465		19,432
		$	402,935	$	214,365	$	188,570	$	398,188	$	378,756	$	19,432

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. Investments in Partially Owned Entities

Toys “R” Us (“Toys”)

As of June 30, 2013, 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. Historically, Toys’ fourth quarter net income accounts for more than 80% of its fiscal year net income.

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

In the first quarter of 2013, we recognized our share of Toys’ fourth quarter net income of $78,542,000 and a corresponding non-cash impairment loss of the same amount.

As of June 30, 2013, the carrying amount of our investment in Toys is less than our share of Toys' equity by approximately $146,215,000. This basis difference resulted primarily from the non-cash impairment losses aggregating $118,542,000 that were recognized in 2012 and 2013. We have allocated the basis difference to Toys' intangible assets (primarily trade names and trademarks). The basis difference is not being amortized and will be recognized upon disposition of our investment.

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

(Amounts in thousands)						Balance as of
Balance Sheet:						May 4, 2013		October 27, 2012
	Assets					$	11,303,000	$	12,953,000
	Liabilities						9,475,000		11,190,000
	Noncontrolling interests						67,000		44,000
	Toys “R” Us, Inc. equity						1,761,000		1,719,000

		For the Three Months Ended				For the Six Months Ended
Income Statement:		May 4, 2013		April 28, 2012		May 4, 2013		April 28, 2012
	Total revenues	$	2,408,000	$	2,612,000	$	8,178,000	$	8,537,000
	Net (loss) income attributable to Toys		(119,000)		(66,000)		122,000		283,000

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. Investments in Partially Owned Entities – continued

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

As of June 30, 2013, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. As of June 30, 2013, Alexander’s owed us $44,883,000 in fees under these agreements.

As of June 30, 2013, the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s, based on Alexander’s June 30, 2013 closing share price of $293.71, was $485,816,000, or $315,635,000 in excess of the carrying amount on our consolidated balance sheet. As of June 30, 2013, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $43,292,000. 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, 2013		December 31, 2012
	Assets					$	1,469,000	$	1,482,000
	Liabilities						1,136,000		1,150,000
	Stockholders' equity						333,000		332,000

		For the Three Months Ended				For the Six Months Ended
Income Statement:		June 30, 2013		June 30, 2012		June 30, 2013		June 30, 2012
	Total revenues	$	47,000	$	47,000	$	96,000	$	94,000
	Net income attributable to Alexander’s		13,000		19,000		27,000		38,000

LNR Property LLC (“LNR”)

In the first quarter of 2013, we recognized our 26.2% share of LNR’s fourth quarter net income of $18,731,000, which increased the carrying amount of our investment to approximately $241,000,000. On April 22, 2013, LNR was sold for $1.053 billion, and we received net proceeds of $241,000,000 for our interest. Pursuant to the sale agreement, we ceased receiving income as of January 1, 2013.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. Investments in Partially Owned Entities – continued

Independence Plaza

On December 21, 2012, we acquired a 58.75% economic interest in Independence Plaza, a three-building 1,328 unit residential complex in the Tribeca submarket of Manhattan (the “Property”). We determined, at that time, that we were the primary beneficiary of the variable interest entity (“VIE”) that owned the Property. Accordingly, we consolidated the operations of the Property from the date of acquisition. Upon consolidation, our preliminary purchase price allocation was primarily to land ($309,848,000) and building ($527,578,000). Based on a third party appraisal and additional information about facts and circumstances that existed at the acquisition date, which was obtained subsequent to the date of acquisition, we finalized the purchase price allocation in the first quarter of 2013, and retroactively adjusted our December 31, 2012 consolidated balance sheet as follows:

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

On June 7, 2013, the existing $323,000,000 mortgage loan was refinanced with a $550,000,000 five-year, fixed-rate interest only mortgage loan bearing interest at 3.48%. The net proceeds of $219,000,000, after repaying the existing loan and closing costs, were distributed to the partners, of which our share was $137,000,000. Simultaneously with the refinancing, we sold an 8.65% economic interest in the Property to our partner for $41,000,000 in cash, which reduced our economic interest to 50.1%. As a result of this transaction, we determined that we are no longer the primary beneficiary of the VIE. Accordingly, we deconsolidated the operations of the Property on June 7, 2013 and began accounting for our investment under the equity method.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. Investments in Partially Owned Entities – continued

Below is a schedule of our investments in partially owned entities as of June 30, 2013 and December 31, 2012.

			Percentage
(Amounts in thousands)			Ownership at		Balance as of
Investments:			June 30, 2013		June 30, 2013		December 31, 2012
Toys				32.6 %	$	417,764	$	478,041

Alexander’s				32.4 %	$	170,181	$	171,013

Lexington⁽¹⁾				n/a		-		75,542

LNR⁽²⁾				n/a		-		224,724

India real estate ventures				4.0%-36.5%		90,717		95,516

Partially owned office buildings:
	280 Park Avenue			49.5 %		207,956		197,516
	Rosslyn Plaza			43.7%-50.4%		60,345		62,627
	West 57th Street properties			50.0 %		56,696		57,033
	One Park Avenue			30.3 %		54,367		50,509
	666 Fifth Avenue Office Condominium			49.5 %		38,664		35,527
	330 Madison Avenue			25.0 %		32,766		30,277
	Warner Building			55.0 %		11,754		8,775
	Fairfax Square			20.0 %		5,242		5,368
	Other partially owned office buildings			Various		9,508		9,315

Other investments:
	Independence Plaza (includes $26,679 attributable
		to non-controlling interests)⁽³⁾		50.1 %		166,569		-
	Monmouth Mall			50.0 %		7,248		7,205
	Downtown Crossing, Boston⁽⁴⁾			n/a		-		48,122
	Other investments⁽⁵⁾			Various		119,631		147,187
					$	1,031,644	$	1,226,256



(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale (see page 12 for details).

(2)		On April 22, 2013, LNR was sold (see page 14 for details).

(3)		On June 7, 2013, we sold an 8.65% economic interest in the property (see page 15 for details).

(4)		On April 24, 2013, the joint venture sold the site in Downtown Crossing, Boston (see note 3 on page 17 for details).

(5)		Includes interests in 85 10th Avenue, Fashion Centre Mall, 50-70 West 93rd Street and others.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. Investments in Partially Owned Entities - continued

Below is a schedule of income recognized from investments in partially owned entities for the three and six months ended June 30, 2013 and 2012.

			Percentage	For the Three Months				For the Six Months
(Amounts in thousands)			Ownership	Ended June 30,				Ended June 30,
Our Share of Net Income (Loss):			June 30, 2013	2013		2012		2013		2012
Toys:			32.6 %
	Equity in net (loss) income before income taxes			$	(64,372)	$	(35,664)	$	73,516	$	121,723
	Income tax benefit (expense)				25,664		14,103		(33,682)		(29,100)
	Equity in net (loss) income				(38,708)		(21,561)		39,834		92,623
	Non-cash impairment loss (see page 13 for details)				-		-		(78,542)		-
	Management fees				1,847		2,371		3,606		4,658
				$	(36,861)	$	(19,190)	$	(35,102)	$	97,281

Alexander’s:			32.4 %
	Equity in net income			$	4,077	$	5,941	$	8,486	$	12,073
	Management, leasing and development fees				1,674		1,907		3,341		3,796
					5,751		7,848		11,827		15,869

Lexington⁽¹⁾			n/a		-		(236)		(979)		694

LNR⁽²⁾			n/a		-		9,469		18,731		22,719

India real estate ventures			4.0%-36.5%		(414)		(3,815)		(1,181)		(4,608)

Partially owned office buildings:
	280 Park Avenue		49.5 %		(2,021)		(1,955)		(4,590)		(7,550)
	Warner Building		55.0 %		(1,996)		(1,589)		(4,342)		(4,599)
	666 Fifth Avenue Office Condominium		49.5 %		1,899		1,785		3,918		3,500
	330 Madison Avenue		25.0 %		1,185		18		2,489		812
	Rosslyn Plaza		43.7%-50.4%		(1,005)		145		(1,451)		303
	1101 17th Street		55.0 %		236		646		620		1,329
	West 57th Street properties		50.0 %		196		252		368		565
	One Park Avenue		30.3 %		(83)		303		374		634
	Fairfax Square		20.0 %		(18)		(40)		(63)		(52)
	Other partially owned office buildings		Various		565		555		1,053		1,082
					(1,042)		120		(1,624)		(3,976)

Other investments:
	Independence Plaza (see page 15 for details)		50.1 %		(1,118)		1,733		(1,118)		3,415
	Monmouth Mall		50.0 %		426		298		1,285		660
	Downtown Crossing, Boston⁽³⁾		n/a		16		(500)		(2,358)		(834)
	Other investments⁽⁴⁾		Various		(2,147)		(2,354)		(2,345)		(1,716)
					(2,823)		(823)		(4,536)		1,525

				$	1,472	$	12,563	$	22,238	$	32,223


(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale (see page 12 for details).

(2)		On April 22, 2013, LNR was sold (see page 14 for details).

(3)		On April 24, 2013, the joint venture sold the site in Downtown Crossing, Boston, and we received approximately $45,000 for our 50% interest. In connection therewith, we recognized a $2,335 impairment loss in the first quarter.

(4)		Includes interests in 85 10th Avenue, Fashion Centre Mall, 50-70 West 93rd Street and others.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

7. Investments in Partially Owned Entities – continued

Below is a summary of the debt of our partially owned entities as of June 30, 2013 and December 31, 2012, none of which is recourse to us.

			Percentage		Interest	100% of
			Ownership at		Rate at	Partially Owned Entities’ Debt at
(Amounts in thousands)			June 30,		June 30,	June 30,		December 31,
			2013	Maturity	2013	2013		2012
Toys:			32.6 %
	Notes, loans and mortgages payable			2014-2021	7.83 %	$	5,158,005	$	5,683,733

Alexander's:			32.4 %
	Mortgages payable			2014-2018	3.85 %	$	1,058,028	$	1,065,916

Lexington⁽¹⁾:			n/a
	Mortgages payable			n/a	n/a	$	-	$	1,994,179

LNR⁽²⁾:			n/a
	Mortgages payable			n/a	n/a	$	-	$	309,787
	Liabilities of consolidated CMBS and CDO trusts			n/a	n/a		-		97,211,734
						$	-	$	97,521,521

Partially owned office buildings:
	666 Fifth Avenue Office Condominium mortgage
		payable	49.5 %	02/19	6.76 %	$	1,139,585	$	1,109,700
	280 Park Avenue mortgage payable		49.5 %	06/16	6.64 %		738,462		738,228
	Warner Building mortgage payable		55.0 %	05/16	6.26 %		292,700		292,700
	One Park Avenue mortgage payable		30.3 %	03/16	5.00 %		250,000		250,000
	330 Madison Avenue mortgage payable		25.0 %	06/15	1.69 %		150,000		150,000
	Fairfax Square mortgage payable		20.0 %	12/14	7.00 %		69,681		70,127
	1101 17th Street mortgage payable		55.0 %	01/15	1.44 %		31,000		31,000
	Rosslyn Plaza		43.7%-50.4%	03/18	2.69 %		20,984		-
	West 57th Street properties mortgages payable		50.0 %	02/14	4.94 %		19,899		20,434
	Other		Various	Various	6.37 %		69,424		69,704
						$	2,781,735	$	2,731,893

India Real Estate Ventures:
	TCG Urban Infrastructure Holdings mortgages
		payable	25.0 %	2013-2022	13.62 %	$	222,016	$	236,579

Other:
	Independence Plaza (see page 15 for details)		50.1 %	06/18	3.48 %		550,000		-
	Monmouth Mall mortgage payable		50.0 %	09/15	5.44 %		158,882		159,896
	Other⁽³⁾		Various	Various	5.00 %		970,518		990,647
						$	1,679,400	$	1,150,543


(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale (see page 12 for details).

(2)		On April 22, 2013, LNR was sold (see page 14 for details).

(3)		Includes interests in Fashion Centre Mall, 50-70 West 93rd Street and others.

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $3,831,483,000 and $29,443,128,000 at June 30, 2013 and December 31, 2012, respectively. Excluding our pro rata share of LNR’s liabilities related to consolidated CMBS and CDO trusts, which were non-recourse to LNR and its equity holders, including us, our pro rata share of partially owned entities debt was $3,998,929,000 at December 31, 2012.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8. Discontinued Operations

2013 Activity:

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

On April 15, 2013, we sold The Plant, a power strip shopping center in San Jose, California, for $203,000,000. The sale resulted in net proceeds of $98,000,000, after repaying the existing loan and closing costs, and a net gain of $32,169,000.

On April 15, 2013, we sold a retail property in Philadelphia, which is a part of the Gallery at Market Street, for $60,000,000. The sale resulted in net proceeds of $58,000,000, and a net gain of $33,058,000.

During 2013, we sold an additional 10 properties, including nine non-core retail properties, in separate transactions, for an aggregate of $40,200,000, in cash, which resulted in a net gain aggregating $492,000.

2012 Activity:

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

During 2012, we sold 11 non-core retail properties in separate transactions, for an aggregate of $136,000,000, in cash, which resulted in a net gain aggregating $17,802,000.

We have reclassified the revenues and expenses of all of the properties discussed above, as well as certain other retail properties that are currently held for sale to “income from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all of the periods presented in the accompanying financial statements. The tables below set forth the assets and liabilities related to discontinued operations at June 30, 2013 and December 31, 2012 and their combined results of operations for the three and six months ended June 30, 2013 and 2012.

		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,
		2013		2012		2013		2012
Retail properties		$	56,348	$	568,501	$	2,677	$	423,163
Other properties			7,225		33,499		-		-
Total		$	63,573	$	602,000	$	2,677	$	423,163

		For the Three Months				For the Six Months
(Amounts in thousands)		Ended June 30,				Ended June 30,
		2013		2012		2013		2012
Total revenues		$	4,668	$	45,286	$	29,391	$	106,134
Total expenses			3,850		30,802		22,256		76,096
			818		14,484		7,135		30,038
Net gains on sale of:
	901 Market Street, Philadelphia		33,058		-		33,058		-
	The Plant		32,169		-		32,169		-
	Green Acres Mall		-		-		202,275		-
	350 West Mart Center		-		-		-		54,911
	Other real estate		438		16,896		492		17,802
Impairment losses			(2,493)		(13,511)		(4,007)		(13,511)
Income from discontinued operations		$	63,990	$	17,869	$	271,122	$	89,240

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(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, 2013 and December 31, 2012.

	Balance as of
	June 30,		December 31,
(Amounts in thousands)	2013		2012
Identified intangible assets:
Gross amount	$	654,964	$	753,022
Accumulated amortization		(365,854)		(346,664)
Net	$	289,110	$	406,358
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	816,671	$	902,525
Accumulated amortization		(363,687)		(341,536)
Net	$	452,984	$	560,989

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $11,672,000 and $12,570,000 for the three months ended June 30, 2013 and 2012, respectively, and $28,506,000 and $26,313,000 for the six months ended June 30, 2013 and 2012, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2014 is as follows:

(Amounts in thousands)
2014	$	41,069
2015		38,263
2016		36,321
2017		30,936
2018		29,171

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $16,992,000 and $12,807,000 for the three months ended June 30, 2013 and 2012, respectively, and $42,086,000 and $24,024,000 for the six months ended June 30, 2013 and 2012, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2014 is as follows:

(Amounts in thousands)
2014	$	27,533
2015		22,369
2016		19,189
2017		16,029
2018		11,830

We are a tenant under ground leases for certain properties. Amortization of these acquired below-market leases, net of above-market leases resulted in an increase to rent expense of $1,622,000 and $312,000 for the three months ended June 30, 2013 and 2012, respectively, and $2,723,000 and $582,000 for the six months ended June 30, 2013 and 2012, respectively. Estimated annual amortization of these below-market leases, net of above-market leases for each of the five succeeding years commencing January 1, 2014 is as follows:

(Amounts in thousands)
2014	$	3,921
2015		3,921
2016		3,921
2017		3,921
2018		3,921

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

10. Debt

The following is a summary of our debt:

				Interest
(Amounts in thousands)				Rate at	Balance at
				June 30,	June 30,		December 31,
Mortgages payable:			Maturity (1)	2013	2013		2012
Fixed rate:
	New York:
		1290 Avenue of the Americas (70% owned)	11/22	3.34 %	$	950,000	$	950,000
		Two Penn Plaza	03/18	5.13 %		425,000		425,000
		666 Fifth Avenue Retail Condominium⁽²⁾	03/23	3.61 %		390,000		-
		770 Broadway	03/16	5.65 %		353,000		353,000
		888 Seventh Avenue	01/16	5.71 %		318,554		318,554
		350 Park Avenue	01/17	3.75 %		300,000		300,000
		909 Third Avenue	04/15	5.64 %		197,069		199,198
		828-850 Madison Avenue Retail Condominium	06/18	5.29 %		80,000		80,000
		510 Fifth Avenue	01/16	5.60 %		30,998		31,253

	Washington, DC:
		Skyline Properties⁽³⁾	02/17	5.74 %		725,559		704,957
		River House Apartments	04/15	5.43 %		195,546		195,546
		2101 L Street	08/24	3.97 %		150,000		150,000
		2121 Crystal Drive	03/23	5.51 %		149,506		150,000
		1215 Clark Street, 200 12th Street and 251 18th Street	01/25	7.09 %		104,522		105,724
		Bowen Building	06/16	6.14 %		115,022		115,022
		West End 25	06/21	4.88 %		101,671		101,671
		Universal Buildings	04/14	6.54 %		90,633		93,226
		2011 Crystal Drive	08/17	7.30 %		79,129		79,624
		220 20th Street	02/18	4.61 %		73,312		73,939
		1550 and 1750 Crystal Drive	11/14	7.08 %		72,592		74,053
		2231 Crystal Drive	n/a	n/a		-		41,298
		1225 Clark Street	n/a	n/a		-		24,834

	Retail Properties:
		Cross-collateralized mortgages on 40 strip shopping centers	09/20	4.25 %		566,886		573,180
		Bergen Town Center⁽⁴⁾	04/23	3.56 %		300,000		-
		Montehiedra Town Center⁽⁵⁾	07/16	6.04 %		120,000		120,000
		North Bergen (Tonnelle Avenue)	01/18	4.59 %		75,000		75,000
		Las Catalinas Mall	11/13	6.97 %		53,308		54,101
		Broadway Mall	n/a	n/a		-		85,180
		Other	06/14-05/36	5.12%-7.30%		85,789		86,641

	Other:
		555 California Street (70% owned)	09/21	5.10 %		600,000		600,000
		Merchandise Mart	12/16	5.57 %		550,000		550,000
		Borgata Land	02/21	5.14 %		59,717		60,000
Total fixed rate mortgages payable				4.91 %	$	7,312,813	$	6,771,001
___________________
	See notes on page 23.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

10. Debt - continued

					Interest
(Amounts in thousands)					Rate at	Balance at
				Spread over	June 30,	June 30,		December 31,
Mortgages payable:			Maturity (1)	LIBOR	2013	2013		2012
Variable rate:
	New York:
		Eleven Penn Plaza	01/19	L+235	2.54 %	$	330,000	$	330,000
		100 West 33rd Street - office and retail	03/17	L+250	2.69 %		325,000		325,000
		4 Union Square South - retail	11/19	L+215	2.34 %		120,000		120,000
		435 Seventh Avenue - retail	08/19	L+225	2.44 %		98,000		98,000
		866 UN Plaza	05/16	L+125	1.44 %		44,978		44,978
		Independence Plaza	n/a	n/a	n/a		-		334,225

	Washington, DC:
		River House Apartments	04/18	n/a⁽⁶⁾	1.55 %		64,000		64,000
		2200 / 2300 Clarendon Boulevard	01/15	L+75	0.94 %		44,325		47,353
		1730 M and 1150 17th Street	06/14	L+140	1.59 %		43,581		43,581

	Retail:
		Cross-collateralized mortgages on 40 strip
		shopping centers ⁽⁷⁾	09/20	L+136 ⁽⁷⁾	2.36 %		60,000		60,000
		Bergen Town Center⁽⁴⁾	n/a	n/a	n/a		-		282,312
		Other	05/15	L+325	3.45 %		16,126		19,126

	Other:
		220 Central Park South	10/13	L+275	2.94 %		123,750		123,750
	Total variable rate mortgages payable				2.42 %		1,269,760		1,892,325
	Total mortgages payable				4.55 %	$	8,582,573	$	8,663,326

Senior unsecured notes:
	Senior unsecured notes due 2015		04/15		4.25 %	$	499,710	$	499,627
	Senior unsecured notes due 2039 ⁽⁸⁾		10/39		7.88 %		460,000		460,000
	Senior unsecured notes due 2022		01/22		5.00 %		398,472		398,381
	Total senior unsecured notes				5.70 %	$	1,358,182	$	1,358,008

Unsecured revolving credit facilities:
	$1.25 billion unsecured revolving credit facility		11/16	L+125	-	$	-	$	1,150,000
	$1.25 billion unsecured revolving credit facility
		($22,053 reserved for outstanding letters of credit) ⁽⁹⁾	06/18	L+115	1.32 %		83,982		20,000
	Total unsecured revolving credit facilities				1.32 %	$	83,982	$	1,170,000
___________________________
	See notes on the following page.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

10. Debt - continued

	Notes to preceding tabular information (amounts in thousands):

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

	(2)	On February 20, 2013, we completed a $390,000 financing of this property. The 10-year fixed-rate interest only loan bears interest at 3.61%. This property was previously unencumbered.

	(3)	In 2012, due to the rising vacancy rate at the Skyline properties (45.2% at June 30, 2013), primarily from the effects of the Base Realignment and Closure statute; insufficient cash flows to pay current obligations, including interest payments to the lender; and the significant amount of capital required to re-tenant these properties, we requested that the mortgage loan be transferred to the special servicer. In connection therewith, we entered into a forbearance agreement with the special servicer, that provides for interest shortfalls to be deferred and added to the principal balance of the loan and not give rise to a loan default. The forbearance agreement has been amended and extended a number of times, the latest of which extends its maturity through September 1, 2013. As of June 30, 2013, the accrued deferred interest amounted to $47,559. We continue to negotiate with the special servicer to restructure the terms of the loan.

	(4)	On March 25, 2013, we completed a $300,000 financing of this property. The 10-year fixed-rate interest only loan bears interest at 3.56%. The property was previously encumbered by a $282,000 floating-rate loan.

	(5)	On May 13, 2013, we notified the lender that due to tenants vacating, the property's operating cash flow will be insufficient to pay the debt service; accordingly, at our request, the mortgage loan was transferred to the special servicer. We are in discussions with the special servicer to restructure the terms of the loan; there can be no assurance as to the timing and ultimate resolution of these discussions.

	(6)	Interest at the Freddie Mac Reference Note Rate plus 1.53%.

	(7)	LIBOR floor of 1.00%.

	(8)	May be redeemed at our option in whole or in part beginning on October 1, 2014, at a price equal to the principal amount plus accrued interest.

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

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

11. Redeemable Noncontrolling Interests

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

(Amounts in thousands)
Balance at December 31, 2011	$	1,160,677
Net income		24,355
Distributions		(24,457)
Redemption of Class A units for common shares, at redemption value		(24,976)
Adjustments to carry redeemable Class A units at redemption value		110,581
Other, net		(9,355)
Balance at June 30, 2012	$	1,236,825

Balance at December 31, 2012	$	944,152
Net income		23,916
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		12,948
Balance at June 30, 2013	$	940,988

As of June 30, 2013 and December 31, 2012, the aggregate redemption value of redeemable Class A units was $939,988,000 and $898,152,000, respectively.

Redeemable noncontrolling interests exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $55,073,000 and $55,011,000 as of June 30, 2013 and December 31, 2012, respectively.

On May 9, 2013, we redeemed all of the outstanding 6.875% Series D-15 Cumulative Redeemable Preferred Units with an aggregate face amount of $45,000,000 for $36,900,000 in cash, plus accrued and unpaid distributions through the date of redemption.

12. Shareholders’ Equity

On January 25, 2013, we sold 12,000,000 5.40% Series L Cumulative Redeemable Preferred Shares at a price of $25.00 per share in an underwritten public offering pursuant to an effective registration statement. We retained aggregate net proceeds of $290,536,000, after underwriters’ discounts and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 12,000,000 Series L Preferred Units (with economic terms that mirror those of the Series L Preferred Shares). Dividends on the Series L Preferred Shares are cumulative and payable quarterly in arrears. The Series L Preferred Shares are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), we may redeem the Series L Preferred Shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the date of redemption. The Series L Preferred Shares have no maturity date and will remain outstanding indefinitely unless redeemed by us.

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

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

13. Accumulated Other Comprehensive Income

The following tables set forth the changes in accumulated other comprehensive income (loss) (“OCI”) 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)
Other comprehensive income (loss)⁽¹⁾			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)


(1)	In the three months ended June 30, 2013, there were no amounts reclassified from accumulated other comprehensive income.


		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
Other comprehensive income (loss)⁽¹⁾			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)


(1)	In the six months ended June 30, 2013, there were no amounts reclassified from accumulated other comprehensive income.

14. Variable Interest Entities (“VIEs”)

Consolidated VIEs

The entity that owns Independence Plaza was a consolidated VIE at December 31, 2012. On June 7, 2013, we sold a portion of our economic interest in this entity and determined that we are no longer its primary beneficiary. Accordingly, we deconsolidated this VIE (see Note 7 – Investments in Partially Owned Entities). The table below summarizes the assets and liabilities of the VIE at December 31, 2012. The liabilities were secured only by the assets of the VIE, and were non-recourse to us.

	As of June 30,		As of December 31,
(Amounts in thousands)	2013		2012
Total assets	$	-	$	957,730

Total liabilities	$	-	$	443,894

Noncontrolling interest	$	-	$	193,933

Unconsolidated VIEs

At June 30, 2013, we have unconsolidated VIEs comprised of our investments in the entities that own the Warner Building and Independence Plaza. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 7 – Investments in Partially Owned Entities). As of June 30, 2013, the net carrying amount of our investment in these entities was $151,644,000, and at December 31, 2012, the carrying amount of our investment in the Warner Building was $8,775,000. Our maximum exposure to loss in these entities, is limited to our investment.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

15. Fair Value Measurements

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

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

Financial assets and liabilities that are measured at fair value in our consolidated financial statements consist of (i) marketable securities, (ii) Real Estate Fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheet), (iv) derivative positions in marketable equity securities, (v) interest rate swaps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy at June 30, 2013 and December 31, 2012, respectively.

		As of June 30, 2013
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
Marketable securities		$	402,935	$	402,935	$	-	$	-
Real Estate Fund investments (75% of which is attributable to
	noncontrolling interests)		622,124		-		-		622,124
Deferred compensation plan assets (included in other assets)			111,093		44,591		-		66,502
J.C. Penney derivative position (included in other assets)⁽¹⁾			10,687		-		10,687		-
	Total assets	$	1,146,839	$	447,526	$	10,687	$	688,626

Mandatorily redeemable instruments (included in other liabilities)		$	55,073	$	55,073	$	-	$	-
Interest rate swap (included in other liabilities)			35,505		-		35,505		-
	Total liabilities	$	90,578	$	55,073	$	35,505	$	-


(1) Represents the cash deposited with the counterparty in excess of the mark-to-market loss on the derivative position.

		As of December 31, 2012
(Amounts in thousands)		Total		Level 1		Level 2		Level 3
Marketable securities		$	398,188	$	398,188	$	-	$	-
Real Estate Fund investments (75% of which is attributable to
	noncontrolling interests)		600,786		-		-		600,786
Deferred compensation plan assets (included in other assets)			105,200		42,569		-		62,631
J.C. Penney derivative position (included in other assets)⁽¹⁾			11,165		-		11,165		-
	Total assets	$	1,115,339	$	440,757	$	11,165	$	663,417

Mandatorily redeemable instruments (included in other liabilities)		$	55,011	$	55,011	$	-	$	-
Interest rate swap (included in other liabilities)			50,065		-		50,065		-
	Total liabilities	$	105,076	$	55,011	$	50,065	$	-


(1) Represents the cash deposited with the counterparty in excess of the mark-to-market loss on the derivative position.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

15. Fair Value Measurements – continued

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

Real Estate Fund Investments

At June 30, 2013, our Real Estate Fund had ten investments with an aggregate fair value of $622,124,000, or $114,751,000 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 7.0 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, 2013.

			Weighted Average
			(based on fair
Unobservable Quantitative Input		Range	value of investments)
	Discount rates	12.5% to 19.0%	14.3 %
	Terminal capitalization rates	5.3% to 6.0%	5.8 %

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

The table below summarizes the changes in the fair value of Fund investments that are classified as Level 3, for the three and six months ended June 30, 2013 and 2012.

	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)		2013		2012	2013		2012
Beginning balance	$	571,306	$	324,514	$	600,786	$	346,650
Purchases		17,225		44,592		30,893		44,592
Sales/Returns		-		-		(56,664)		(31,052)
Unrealized gains		33,593		21,135		47,109		27,979
Other, net		-		(1,786)		-		286
Ending balance	$	622,124	$	388,455	$	622,124	$	388,455

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

15. Fair Value Measurements – continued

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

Deferred Compensation Plan Assets

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

The table below summarizes the changes in the fair value of Deferred Compensation Plan Assets that are classified as Level 3, for the three and six months ended June 30, 2013 and 2012.

	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)		2013		2012	2013		2012
Beginning balance	$	65,010	$	58,881	$	62,631	$	56,221
Purchases		440		155		3,147		3,766
Sales		(1,748)		(616)		(4,445)		(4,011)
Realized and unrealized gains		2,782		(123)		4,136		2,269
Other, net		18		16		1,033		68
Ending balance	$	66,502	$	58,313	$	66,502	$	58,313

Fair Value Measurements on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of our investment in Toys “R” Us and real estate assets that were written-down to estimated fair value at December 31, 2012. The fair values of these assets were determined using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. Generally, we consider multiple valuation techniques when measuring fair values but in certain circumstances, a single valuation technique may be appropriate. The tables below aggregate the fair values of these assets by their levels in the fair value hierarchy.

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

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

15. Fair Value Measurements – continued

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), mortgage and mezzanine loans receivable and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents is classified as Level 1 and the fair value of our mortgage and mezzanine loans receivable is classified as Level 3. The fair value of our secured and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of June 30, 2013 and December 31, 2012.

			As of June 30, 2013				As of December 31, 2012
			Carrying		Fair		Carrying		Fair
(Amounts in thousands)			Amount		Value		Amount		Value
	Cash equivalents		$	525,834	$	525,834	$	543,000	$	543,000
	Mortgage and mezzanine loans receivable			175,699		175,331		225,359		221,446
			$	701,533	$	701,165	$	768,359	$	764,446
	Debt:
		Mortgages payable	$	8,582,573	$	8,571,000	$	8,663,326	$	8,690,000
		Senior unsecured notes		1,358,182		1,427,000		1,358,008		1,468,000
		Revolving credit facility debt		83,982		83,982		1,170,000		1,170,000
			$	10,024,737	$	10,081,982	$	11,191,334	$	11,328,000

16. Incentive Compensation

Our 2010 Omnibus Share Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, restricted Operating Partnership units and out-performance plan rewards to certain of our employees and officers. We account for all stock-based compensation in accordance ASC 718, Compensation – Stock Compensation. Stock-based compensation expense was $9,129,000 and $8,438,000 in the three months ended June 30, 2013 and 2012, respectively and $16,595,000 and $15,047,000 in the six months ended June 30, 2013 and 2012, respectively.

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

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

17. 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,
		2013		2012		2013		2012
BMS cleaning fees		$	16,509	$	16,982	$	33,173	$	32,492
Signage revenue			8,347		4,879		14,828		9,469
Management and leasing fees			6,435		4,546		11,693		9,300
Lease termination fees⁽¹⁾			7,129		479		67,155		890
Other income			9,595		6,151		18,390		14,164
		$	48,015	$	33,037	$	145,239	$	66,315

(1)	On February 6, 2013, we received $124,000 pursuant to a settlement agreement with Stop & Shop, which terminates our right to receive $6,000 of additional annual rent under a 1992 agreement, for a period potentially through 2031. As a result of this settlement, we collected a $47,900 receivable and recognized $59,599 of income in the first quarter of 2013.

Management and leasing fees include management fees from Interstate Properties, a related party, of $131,000 and $192,000 for the three months ended June 30, 2013 and 2012, respectively, and $333,000 and $391,000 for the six months ended June 30, 2013 and 2012, respectively. The above table excludes fee income from partially owned entities, which is typically included in “income from partially owned entities” (see Note 7 – Investments in Partially Owned Entities).

18. 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,
			2013		2012		2013		2012
Income (loss) from the mark-to-market of J.C. Penney derivative
	position		$	9,065	$	(58,732)	$	(13,475)	$	(57,687)
Income from prepayment penalties in connection with the
	repayment of a mezzanine loan			5,267		-		5,267		-
Interest on mezzanine loans receivable				4,940		3,165		10,017		6,015
Dividends and interest on marketable securities				2,770		4,846		5,540		11,093
Mark-to-market of investments in our deferred compensation plan⁽¹⁾				2,492		24		5,938		4,151
Non-cash impairment loss on J.C. Penney common shares				-		-		(39,487)		-
Other, net				1,882		1,525		3,542		2,921
			$	26,416	$	(49,172)	$	(22,658)	$	(33,507)
__________________________

(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.

19. 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,
	2013		2012		2013		2012
Interest expense	$	126,161	$	118,747	$	250,887	$	243,394
Amortization of deferred financing costs		4,833		5,918		10,255		11,346
Capitalized interest		(9,232)		(345)		(17,492)		(361)
	$	121,762	$	124,320	$	243,650	$	254,379

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

20. Income Per Share

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

			For the Three Months				For the Six Months
(Amounts in thousands, except per share amounts)			Ended June 30,				Ended June 30,
			2013		2012		2013		2012
Numerator:
	Income from continuing operations, net of income attributable
		to noncontrolling interests	$	97,862	$	21,163	$	165,383	$	204,792
	Income from discontinued operations, net of income attributable
		to noncontrolling interests		60,332		17,134		255,733		85,027
	Net income attributable to Vornado			158,194		38,297		421,116		289,819
	Preferred share dividends			(20,368)		(17,787)		(42,070)		(35,574)
	Preferred unit and share redemptions			8,100		-		(1,130)		-
	Net income attributable to common shareholders			145,926		20,510		377,916		254,245
	Earnings allocated to unvested participating securities			(31)		(40)		(86)		(79)
	Numerator for basic income per share			145,895		20,470		377,830		254,166
	Impact of assumed conversions:
		Convertible preferred share dividends		27		-		55		57
	Numerator for diluted income per share		$	145,922	$	20,470	$	377,885	$	254,223

Denominator:
	Denominator for basic income per share – weighted average shares			186,931		185,673		186,842		185,521
	Effect of dilutive securities⁽¹⁾:
		Employee stock options and restricted share awards		742		669		737		700
		Convertible preferred shares		47		-		48		50
	Denominator for diluted income per share – weighted average
		shares and assumed conversions		187,720		186,342		187,627		186,271

INCOME PER COMMON SHARE – BASIC:
	Income from continuing operations, net		$	0.46	$	0.02	$	0.65	$	0.91
	Income from discontinued operations, net			0.32		0.09		1.37		0.46
	Net income per common share		$	0.78	$	0.11	$	2.02	$	1.37

INCOME PER COMMON SHARE – DILUTED:
	Income from continuing operations, net		$	0.46	$	0.02	$	0.65	$	0.91
	Income from discontinued operations, net			0.32		0.09		1.36		0.45
	Net income per common share		$	0.78	$	0.11	$	2.01	$	1.36


(1)		The effect of dilutive securities in the three months ended June 30, 2013 and 2012 excludes an aggregate of 11,913 and 14,002 weighted average common share equivalents, respectively, and 11,911 and 16,292 weighted average common share equivalents in the six months ended June 30, 2013 and 2012, respectively, as their effect was anti-dilutive.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

21. Commitments and Contingencies

Insurance

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

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism, including nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by the Terrorism Risk Insurance Program Reauthorization Act. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. Coverage for NBCR losses is up to $2.0 billion per occurrence, for which PPIC is responsible for a deductible of $3,200,000 and 15% of the balance of a covered loss and the Federal government is responsible for the remaining 85% of a covered loss. We are ultimately responsible for any losses incurred by PPIC.

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

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

Other Commitments and Contingencies

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

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

Our mortgage loans are non-recourse to us. However, in certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of June 30, 2013, the aggregate dollar amount of these guarantees and master leases is approximately $372,000,000.

At June 30, 2013, $22,053,000 of letters of credit were outstanding under one of our revolving credit facilities. Our credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

Two of our wholly owned subsidiaries that are contracted to develop and operate the Cleveland Medical Mart and Convention Center, in Cleveland, Ohio, are required to fund $11,500,000, primarily for tenant improvements, and they are responsible for operating expenses and are entitled to the net operating income, if any, upon the completion of development and the commencement of operations. As of June 30, 2013, our subsidiaries have funded approximately $3,177,000 of the commitment.

As of June 30, 2013, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $168,000,000.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

22. Segment Information

As a result of certain organizational changes and asset sales in 2012, the Merchandise Mart segment no longer meets the criteria to be a separate reportable segment; accordingly, effective January 1, 2013, the remaining assets have been reclassified to our Other segment. We have also reclassified the prior period segment financial results to conform to the current year presentation. Below is a summary of net income and a reconciliation of net income to EBITDA⁽¹⁾ by segment for the three and six months ended June 30, 2013 and 2012.


(Amounts in thousands)			For the Three Months Ended June 30, 2013
												Retail
				Total		New York			Washington, DC			Properties			Toys		Other
Property rentals				$	519,733	$	286,844		$	112,733		$	64,374		$	-	$	55,782
Straight-line rent adjustments					13,789		7,533			1,231			909			-		4,116
Amortization of acquired below-market
	leases, net				11,672		6,944			516			2,885			-		1,327
Total rentals					545,194		301,321			114,480			68,168			-		61,225
Tenant expense reimbursements					75,659		38,785			10,666			22,028			-		4,180
Cleveland Medical Mart development project					16,990		-			-			-			-		16,990
Fee and other income:
	BMS cleaning fees				16,509		20,979			-			-			-		(4,470)
	Signage revenue				8,347		8,347			-			-			-		-
	Management and leasing fees				6,435		2,854			3,459			320			-		(198)
	Lease termination fees				7,129		5,432			182			198			-		1,317
	Other income				9,595		3,254			5,530			283			-		528
Total revenues					685,858		380,972			134,317			90,997			-		79,572
Operating expenses					261,080		157,622			48,290			34,091			-		21,077
Depreciation and amortization					135,486		69,387			30,619			15,457			-		20,023
General and administrative					54,323		8,881			6,873			5,169			-		33,400
Cleveland Medical Mart development project					15,151		-			-			-			-		15,151
Acquisition related costs					3,350		-			-			-			-		3,350
Total expenses					469,390		235,890			85,782			54,717			-		93,001
Operating income (loss)					216,468		145,082			48,535			36,280			-		(13,429)
(Loss) applicable to Toys					(36,861)		-			-			-			(36,861)		-
Income (loss) from partially owned entities					1,472		4,226			(2,449)			423			-		(728)
Income from Real Estate Fund					34,470		-			-			-			-		34,470
Interest and other investment
	income (loss), net				26,416		1,443			6			(48)			-		25,015
Interest and debt expense					(121,762)		(42,835)			(27,854)			(12,435)			-		(38,638)
Net gain on disposition of wholly owned and
	partially owned assets				1,005		-			-			-			-		1,005
Income (loss) before income taxes					121,208		107,916			18,238			24,220			(36,861)		7,695
Income tax expense					(2,877)		(961)			(805)			(749)			-		(362)
Income (loss) from continuing operations					118,331		106,955			17,433			23,471			(36,861)		7,333
Income (loss) from discontinued operations					63,990		-			-			64,136			-		(146)
Net income (loss)					182,321		106,955			17,433			87,607			(36,861)		7,187
Less net income attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(14,930)		(1,381)			-			(13)			-		(13,536)
	Operating Partnership				(8,849)		-			-			-			-		(8,849)
	Preferred unit distributions of the
		Operating Partnership			(348)		-			-			-			-		(348)
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 37.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

22. Segment Information – continued


(Amounts in thousands)			For the Three Months Ended June 30, 2012
												Retail
				Total		New York			Washington, DC			Properties			Toys		Other
Property rentals				$	484,016	$	245,948		$	118,014		$	64,554		$	-	$	55,500
Straight-line rent adjustments					20,647		17,065			1,258			2,276			-		48
Amortization of acquired below-market
	leases, net				12,570		7,623			508			2,950			-		1,489
Total rentals					517,233		270,636			119,780			69,780			-		57,037
Tenant expense reimbursements					71,409		36,985			10,862			20,986			-		2,576
Cleveland Medical Mart development project					56,304		-			-			-			-		56,304
Fee and other income:
	BMS cleaning fees				16,982		23,911			-			-			-		(6,929)
	Signage revenue				4,879		4,879			-			-			-		-
	Management and leasing fees				4,546		1,113			2,384			1,068			-		(19)
	Lease termination fees				479		233			128			1			-		117
	Other income				6,151		576			4,968			373			-		234
Total revenues					677,983		338,333			138,122			92,208			-		109,320
Operating expenses					243,485		143,190			47,416			33,708			-		19,171
Depreciation and amortization					128,372		56,665			35,017			18,495			-		18,195
General and administrative					46,832		6,654			6,231			6,367			-		27,580
Cleveland Medical Mart development project					53,935		-			-			-			-		53,935
Acquisition related costs					2,559		-			-			-			-		2,559
Total expenses					475,183		206,509			88,664			58,570			-		121,440
Operating income (loss)					202,800		131,824			49,458			33,638			-		(12,120)
(Loss) applicable to Toys					(19,190)		-			-			-			(19,190)		-
Income (loss) from partially owned entities					12,563		6,851			(519)			294			-		5,937
Income from Real Estate Fund					20,301		-			-			-			-		20,301
Interest and other investment
	(loss) income, net				(49,172)		1,057			29			6			-		(50,264)
Interest and debt expense					(124,320)		(36,407)			(27,999)			(16,170)			-		(43,744)
Net gain on disposition of wholly owned and
	partially owned assets				4,856		-			-			-			-		4,856
Income (loss) before income taxes					47,838		103,325			20,969			17,768			(19,190)		(75,034)
Income tax expense					(7,479)		(1,064)			(852)			-			-		(5,563)
Income (loss) from continuing operations					40,359		102,261			20,117			17,768			(19,190)		(80,597)
Income (loss) from discontinued operations					17,869		(32)			2,956			16,254			-		(1,309)
Net income (loss)					58,228		102,229			23,073			34,022			(19,190)		(81,906)
Less net (income) loss attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(14,721)		(2,998)			-			97			-		(11,820)
	Operating Partnership				(1,337)		-			-			-			-		(1,337)
	Preferred unit distributions of the
		Operating Partnership			(3,873)		-			-			-			-		(3,873)
Net income (loss) attributable to
	Vornado				38,297		99,231			23,073			34,119			(19,190)		(98,936)
Interest and debt expense⁽²⁾					190,942		46,413			32,549			20,102			37,293		54,585
Depreciation and amortization⁽²⁾					184,028		63,664			39,656			22,131			32,505		26,072
Income tax (benefit) expense⁽²⁾					(5,214)		1,113			1,034			-			(14,103)		6,742
EBITDA⁽¹⁾				$	408,053	$	210,421	⁽³⁾	$	96,312	⁽⁴⁾	$	76,352	⁽⁵⁾	$	36,505	$	(11,537)	⁽⁶⁾


See notes on page 37.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

22. Segment Information – continued


(Amounts in thousands)			For the Six Months Ended June 30, 2013
												Retail
				Total		New York			Washington, DC			Properties			Toys		Other
Property rentals				$	1,018,247	$	561,494		$	225,005		$	128,785		$	-	$	102,963
Straight-line rent adjustments					32,297		17,859			4,008			2,367			-		8,063
Amortization of acquired below-market
	leases, net				28,506		19,033			1,022			5,775			-		2,676
Total rentals					1,079,050		598,386			230,035			136,927			-		113,702
Tenant expense reimbursements					152,415		81,456			20,802			42,404			-		7,753
Cleveland Medical Mart development project					29,133		-			-			-			-		29,133
Fee and other income:
	BMS cleaning fees				33,173		42,001			-			-			-		(8,828)
	Signage revenue				14,828		14,828			-			-			-		-
	Management and leasing fees				11,693		4,918			6,266			799			-		(290)
	Lease termination fees				67,155		5,490			550			59,797			-		1,318
	Other income				18,390		3,969			11,395			859			-		2,167
Total revenues					1,405,837		751,048			269,048			240,786			-		144,955
Operating expenses					520,953		317,853			95,612			68,090			-		39,398
Depreciation and amortization					277,570		145,621			61,569			32,177			-		38,203
General and administrative					108,905		17,703			13,798			10,584			-		66,820
Cleveland Medical Mart development project					26,525		-			-			-			-		26,525
Acquisition related costs					3,951		-			-			-			-		3,951
Total expenses					937,904		481,177			170,979			110,851			-		174,897
Operating income (loss)					467,933		269,871			98,069			129,935			-		(29,942)
(Loss) applicable to Toys					(35,102)		-			-			-			(35,102)		-
Income (loss) from partially owned entities					22,238		9,831			(4,542)			1,324			-		15,625
Income from Real Estate Fund					51,034		-			-			-			-		51,034
Interest and other investment (loss)
	income, net				(22,658)		2,608			82			4			-		(25,352)
Interest and debt expense					(243,650)		(83,453)			(56,104)			(24,076)			-		(80,017)
Net loss on disposition of wholly owned and
	partially owned assets				(35,719)		-			-			-			-		(35,719)
Income (loss) before income taxes					204,076		198,857			37,505			107,187			(35,102)		(104,371)
Income tax expense					(3,950)		(1,233)			(1,183)			(749)			-		(785)
Income (loss) from continuing operations					200,126		197,624			36,322			106,438			(35,102)		(105,156)
Income from discontinued operations					271,122		-			-			270,849			-		273
Net income (loss)					471,248		197,624			36,322			377,287			(35,102)		(104,883)
Less net income attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(26,216)		(2,962)			-			(109)			-		(23,145)
	Operating Partnership				(22,782)		-			-			-			-		(22,782)
	Preferred unit distributions of the
		Operating Partnership			(1,134)		-			-			-			-		(1,134)
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 page 37.

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

22. Segment Information – continued


(Amounts in thousands)			For the Six Months Ended June 30, 2012
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Property rentals			$	958,447	$	479,884		$	240,818		$	129,146		$	-	$	108,599
Straight-line rent adjustments				41,966		34,194			3,115			3,580			-		1,077
Amortization of acquired below-market
	leases, net			26,313		15,318			1,031			7,107			-		2,857
Total rentals				1,026,726		529,396			244,964			139,833			-		112,533
Tenant expense reimbursements				141,906		73,697			20,870			41,962			-		5,377
Cleveland Medical Mart development project				111,363		-			-			-			-		111,363
Fee and other income:
	BMS cleaning fees			32,492		46,558			-			-			-		(14,066)
	Signage revenue			9,469		9,469			-			-			-		-
	Management and leasing fees			9,300		2,221			5,167			1,904			-		8
	Lease termination fees			890		256			128			1			-		505
	Other income			14,164		2,333			10,558			714			-		559
Total revenues				1,346,310		663,930			281,687			184,414			-		216,279
Operating expenses				489,462		288,862			93,618			68,189			-		38,793
Depreciation and amortization				259,767		110,424			77,570			36,256			-		35,517
General and administrative				102,122		15,241			13,181			12,700			-		61,000
Cleveland Medical Mart development project				106,696		-			-			-			-		106,696
Acquisition related costs				3,244		-			-			-			-		3,244
Total expenses				961,291		414,527			184,369			117,145			-		245,250
Operating income (loss)				385,019		249,403			97,318			67,269			-		(28,971)
Income applicable to Toys				97,281		-			-			-			97,281		-
Income (loss) from partially owned entities				32,223		11,036			(2,389)			698			-		22,878
Income from Real Estate Fund				32,063		-			-			-			-		32,063
Interest and other investment (loss)
	income, net			(33,507)		2,109			73			20			-		(35,709)
Interest and debt expense				(254,379)		(72,548)			(57,097)			(32,522)			-		(92,212)
Net gain on disposition of wholly owned and
	partially owned assets			4,856		-			-			-			-		4,856
Income (loss) before income taxes				263,556		190,000			37,905			35,465			97,281		(97,095)
Income tax expense				(14,304)		(1,665)			(1,302)			-			-		(11,337)
Income (loss) from continuing operations				249,252		188,335			36,603			35,465			97,281		(108,432)
Income (loss) from discontinued operations				89,240		(640)			4,542			26,473			-		58,865
Net income (loss)				338,492		187,695			41,145			61,938			97,281		(49,567)
Less net (income) loss attributable to
	noncontrolling interests in:
	Consolidated subsidiaries			(24,318)		(5,174)			-			211			-		(19,355)
	Operating Partnership			(16,608)		-			-			-			-		(16,608)
	Preferred unit distributions of the
		Operating Partnership		(7,747)		-			-			-			-		(7,747)
Net income (loss) attributable to
	Vornado			289,819		182,521			41,145			62,149			97,281		(93,277)
Interest and debt expense⁽²⁾				384,024		93,471			66,206			40,540			68,862		114,945
Depreciation and amortization⁽²⁾				375,201		125,575			87,916			44,406			67,211		50,093
Income tax expense⁽²⁾				46,226		1,806			1,557			-			29,100		13,763
EBITDA⁽¹⁾			$	1,095,270	$	403,373	⁽³⁾	$	196,824	⁽⁴⁾	$	147,095	⁽⁵⁾	$	262,454	$	85,524	⁽⁶⁾


See notes on the following page.

VORNADO REALTY TRUST

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 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)			2013		2012		2013		2012
	Office			$	158,186	$	142,077	$	304,482	$	277,257
	Retail				57,230		45,577		117,612		90,497
	Alexander's (decrease due to sale of Kings Plaza
		in November 2012)			10,213		13,026		20,754		26,397
	Hotel Pennsylvania				10,094		9,741		10,412		9,222
		Total New York		$	235,723	$	210,421	$	453,260	$	403,373


(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)			2013		2012		2013		2012
	Office, excluding the Skyline Properties			$	66,136	$	74,953	$	133,243	$	153,287
	Skyline properties				7,543		10,661		15,705		22,191
		Total Office			73,679		85,614		148,948		175,478
	Residential				11,099		10,698		22,074		21,346
		Total Washington, DC		$	84,778	$	96,312	$	171,022	$	196,824


(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)			2013		2012		2013		2012
	Strip shopping centers^(a)			$	101,529	$	52,268	$	204,890	$	99,176
	Regional malls^(b)				16,877		24,084		235,842		47,919
		Total Retail properties		$	118,406	$	76,352	$	440,732	$	147,095


	(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, 2013, includes a $202,275 net gain on sale of Green Acres Mall.

VORNADO REALTY TRUST

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)		2013		2012		2013		2012
	Our share of Real Estate Fund:
		(Loss) income before net realized/unrealized gains	$	(1,713)	$	170	$	(251)	$	2,288
		Net unrealized gains		8,398		5,284		11,777		6,995
		Carried interest		13,426		2,541		15,609		2,541
	Total			20,111		7,995		27,135		11,824
	Merchandise Mart Building, 7 West 34th Street and trade shows			22,448		17,349		37,161		32,649
	555 California Street			11,022		10,377		21,651		20,692
	LNR^(a)			-		11,671		20,443		27,233
	Lexington^(b)			-		7,703		6,931		16,921
	Other investments			8,014		11,523		12,890		20,823
				61,595		66,618		126,211		130,142
	Corporate general and administrative expenses^(c)			(24,831)		(21,812)		(47,587)		(44,129)
	Investment income and other, net^(c)			16,709		15,294		28,045		27,628
	Income (loss) from the mark-to-market of J.C. Penney
		derivative position		9,065		(58,732)		(13,475)		(57,687)
	Acquisition related costs			(3,350)		(2,559)		(3,951)		(3,244)
	Severance costs (primarily reduction in force at
		the Merchandise Mart)		(1,542)		-		(4,154)		(506)
	Net gain on sale of residential condominiums			1,005		1,274		1,005		1,274
	Merchandise Mart discontinued operations (including
		net gains on sale of assets)		5		(6,410)		2,146		56,401
	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		(8,849)		(1,337)		(22,782)		(16,608)
	Preferred unit distributions of the Operating Partnership			(348)		(3,873)		(1,134)		(7,747)
			$	49,459	$	(11,537)	$	(11,963)	$	85,524


	(a)	On April 22, 2013, LNR was sold (see page 14 for details).

	(b)	In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale (see page 12 for details).

	(c)	The amounts in these captions (for this table only) exclude the mark-to-market of our deferred compensation plan assets and offsetting liability.

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, 2013, and the related consolidated statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2013 and 2012, and changes in equity and cash flows for the six-month periods ended June 30, 2013 and 2012. These interim financial statements are the responsibility of the Company’s management.

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

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty Trust as of December 31, 2012, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

August 5, 2013

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

Certain statements contained in this Quarterly Report constitute forward‑looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three and six months ended June 30, 2013. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to current year presentation.

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, 2013.

		Total Return⁽¹⁾
		Vornado	Office REIT	RMS
	Three-month	(0.1%)	(1.0%)	(1.6%)
	Six-month	5.2%	6.7%	6.4%
	One-year	3.4%	7.1%	9.0%
	Three-year	27.0%	42.1%	65.5%
	Five-year	17.5%	19.3%	44.5%
	Ten-year	195.1%	117.2%	179.4%

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

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

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

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

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

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

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

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

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

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

Overview – continued

Quarter Ended June 30, 2013 Financial Results Summary

Net income attributable to common shareholders for the quarter ended June 30, 2013 was $145,926,000, or $0.78 per diluted share, compared to $20,510,000, or $0.11 per diluted share for the quarter ended June 30, 2012. Net income for the quarters ended June 30, 2013 and 2012 include $65,665,000 and $17,130,000, respectively, of net gains on sale of real estate, and $3,113,000 and $14,879,000, respectively, of real estate impairment losses. In addition, the quarters ended June 30, 2013 and 2012 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, increased net income attributable to common shareholders for the quarter ended June 30, 2013 by $37,984,000, or $0.20 per diluted share and decreased net income attributable to common shareholders for the quarter ended June 30, 2012 by $48,933,000, or $0.26 per diluted share.

Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended June 30, 2013 was $235,348,000, or $1.25 per diluted share, compared to $166,672,000, or $0.89 per diluted share for the prior year’s quarter. FFO for the quarters ended June 30, 2013 and 2012 include certain items that affect comparability, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO by $9,645,000, or $0.05 per diluted share for the quarter ended June 30, 2013, and $31,816,000, or $0.17 per diluted share for the quarter ended June 30, 2012.


			For the Three Months Ended June 30,
(Amounts in thousands)			2013		2012
Items that affect comparability income (expense):
	Toys "R" Us FFO		$	(25,088)	$	(7,660)
	Income (loss) from the mark-to-market of J.C. Penney derivative position			9,065		(58,732)
	Preferred unit redemptions			8,100		-
	FFO from discontinued operations, including LNR and discontinued operations of
		Alexander's		985		31,885
	Acquisition related costs			(3,350)		(2,559)
	Other, net			(484)		2,646
				(10,772)		(34,420)
Noncontrolling interests' share of above adjustments				1,127		2,604
Items that affect comparability, net			$	(9,645)	$	(31,816)

The percentage increase (decrease) in GAAP basis and Cash basis same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of our operating segments for the quarter ended June 30, 2013 over the quarter ended June 30, 2012 and the trailing quarter ended March 31, 2013 are summarized below.


Same Store EBITDA:			New York			Washington, DC		Retail Properties
	June 30, 2013 vs. June 30, 2012
		GAAP basis	4.4	%	⁽¹⁾	(5.5	%)	3.1	%
		Cash basis	8.8	%	⁽¹⁾	(5.9	%)	4.2	%
	June 30, 2013 vs. March 31, 2013
		GAAP basis	8.2	%	⁽²⁾	0.1	%	1.9	%
		Cash basis	9.8	%	⁽²⁾	1.9	%	2.0	%


(1)		Excluding the Hotel Pennsylvania, same store EBITDA increased by 4.5% and 9.1% on a GAAP and cash basis, respectively.

(2)		Excluding the Hotel Pennsylvania, same store EBITDA increased by 3.7% and 4.6% on a GAAP and cash basis, respectively.

Overview – continued

Six Months Ended June 30, 2013 Financial Results Summary

Net income attributable to common shareholders for the six months ended June 30, 2013 was $377,916,000, or $2.01 per diluted share, compared to $254,245,000, or $1.36 per diluted share for the six months ended June 30, 2012. Net income for the six months ended June 30, 2013 and 2012 include $268,459,000 and $73,608,000, respectively, of net gains on sale of real estate, and $8,277,000 and $23,754,000, respectively, of real estate impairment losses. In addition, the six months ended June 30, 2013 and 2012 include certain items that affect comparability, which are listed in the table below. The aggregate of net gains on sale of real estate, real estate impairment losses and the items in the table below, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders by $197,488,000, or $1.05 per diluted share for the six months ended June 30, 2013, and $137,840,000, or $0.74 per diluted share for the six months ended June 30, 2012.

FFO for the six months ended June 30, 2013 was $437,168,000, or $2.33 per diluted share, compared to $516,328,000, or $2.72 per diluted share for the six months ended June 30, 2012. FFO for the six months ended June 30, 2013 and 2012 include certain items that affect comparability, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO by $20,873,000, or $0.11 per diluted share for the six months ended June 30, 2013, and increased FFO by $129,387,000, or $0.68 per diluted share for six months ended June 30, 2012.

		For the Six Months Ended June 30,
(Amounts in thousands)		2013		2012
Items that affect comparability income (expense):
	Stop & Shop litigation settlement income	$	59,599	$	-
	FFO from discontinued operations, including LNR and discontinued operations of Alexander's		27,379		71,205
	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)		(57,687)
	Toys "R" Us FFO (after a $78,542 impairment loss in 2013)		(8,404)		124,628
	Acquisition related costs		(3,951)		(3,244)
	Preferred unit and share redemptions		(1,130)		-
	Other, net		(6,268)		3,015
			(22,537)		137,917
Noncontrolling interests' share of above adjustments			1,664		(8,530)
Items that affect comparability, net		$	(20,873)	$	129,387

The percentage increase (decrease) in GAAP basis and Cash basis same store EBITDA of our operating segments for the six months ended June 30, 2013 over the six months ended June 30, 2012 is summarized below.

Same Store EBITDA:			New York			Washington, DC		Retail Properties
	June 30, 2013 vs. June 30, 2012
		GAAP basis	4.5	%	⁽¹⁾	(6.4	%)	3.1	%
		Cash basis	8.9	%	⁽¹⁾	(7.8	%)	3.3	%


(1)		Excluding the Hotel Pennsylvania, same store EBITDA increased by 4.4% and 8.9% on a GAAP and cash basis, respectively.

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

Overview - continued

2013 Dispositions

On April 22, 2013, LNR was sold for $1.053 billion. We owned 26.2% of LNR and received net proceeds of approximately $241,000,000.

On April 24, 2013, a site located in the Downtown Crossing district of Boston was sold by a joint venture, which we owned 50% of. Our share of the net proceeds were approximately $45,000,000, which resulted in a $2,335,000 impairment loss that was recognized in the first quarter.

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

2013 Financings

Secured Debt

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

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

On June 7, 2013, we completed a $550,000,000 refinancing of Independence Plaza, a three-building 1,328 unit residential complex in the Tribeca submarket of Manhattan. The five-year, fixed-rate interest only mortgage loan bears interest at 3.48%. The property was previously encumbered by a $323,000,000 floating-rate loan. The net proceeds of $219,000,000, after repaying the existing loan and closing costs, were distributed to the partners, of which our share was $137,000,000.

Unsecured Revolving Credit Facility

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

Overview – continued

2013 Financings – continued

Preferred Securities

Recently Issued Accounting Literature

Critical Accounting Policies

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

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, 2013
	Total square feet leased					546		8		275			256		135
	Our share of square feet leased:					433		7		232			256		131
		Initial rent⁽¹⁾			$	68.76	$	160.53	$	43.10		$	19.12	$	32.39
		Weighted average lease term (years)				7.3		7.2		5.2			7.7		7.5
		Second generation relet space:
			Square feet			380		5		169			145		59
			Cash basis:
				Initial rent⁽¹⁾	$	67.42	$	154.17	$	42.88		$	19.58	$	26.20
				Prior escalated rent	$	61.16	$	141.79	$	43.38		$	17.75	$	24.65
				Percentage increase (decrease)		10.2%		8.7%		(1.1%)			10.3%		6.3%
			GAAP basis:
				Straight-line rent⁽²⁾	$	64.69	$	157.32	$	42.08		$	20.11	$	26.82
				Prior straight-line rent	$	55.88	$	129.26	$	40.93		$	17.04	$	24.15
				Percentage increase		15.8%		21.7%		2.8%			18.0%		11.1%
		Tenant improvements and leasing
			commissions:
			Per square foot		$	52.21	$	49.05	$	28.62		$	10.87	$	28.27
			Per square foot per annum		$	7.15	$	6.81	$	5.50		$	1.41	$	3.77
				Percentage of initial rent		10.4%		4.2%		12.8%			7.4%		11.6%

Six Months Ended June 30, 2013:
	Total square feet leased					1,455		40		572			900		294
	Our share of square feet leased:					1,276		33		491			900		270
		Initial rent⁽¹⁾			$	60.47	$	253.38	$	41.82		$	15.67	$	31.30
		Weighted average lease term (years)				12.5		7.6		5.0			6.1		7.9
		Second generation relet space:
			Square feet			1,193		31		334			696		76
			Cash basis:
				Initial rent⁽¹⁾	$	60.07	$	259.10	$	40.64		$	14.63	$	32.13
				Prior escalated rent	$	57.78	$	103.05	$	40.25		$	13.37	$	30.55
				Percentage increase		4.0%		151.4%		0.9%			9.4%		5.2%
			GAAP basis:
				Straight-line rent⁽²⁾	$	60.56	$	288.10	$	39.91		$	14.91	$	32.85
				Prior straight-line rent	$	52.52	$	101.41	$	38.36		$	13.05	$	29.77
				Percentage increase		15.3%		184.1%		4.0%			14.3%		10.3%
		Tenant improvements and leasing
			commissions:
			Per square foot		$	61.16	$	127.61	$	34.89		$	4.07	$	21.11
			Per square foot per annum:		$	4.89	$	16.79	$	6.98		$	0.67	$	2.67
				Percentage of initial rent		8.1%		6.6%		16.7%	⁽³⁾		4.3%		8.5%



(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)			Excluding two leases with unusually high tenant improvement allowances in place of free rent, the tenant improvements and leasing commissions were 12.0% of initial rent.

Overview – continued

Square footage (in service) and Occupancy as of June 30, 2013:

			Square Feet (in service)
		Number of	Total	Our
(Square feet in thousands)		Properties	Portfolio	Share	Occupancy %
New York:
	Office	31	19,835	16,848	95.9%
	Retail	50	2,225	2,069	96.3%
	Alexander's	6	2,179	706	99.2%
	Hotel Pennsylvania	1	1,400	1,400
	Residential (1,655 units)	4	1,523	870	96.5%
			27,162	21,893	96.1%

Washington, DC:
	Office, excluding the Skyline Properties	51	13,307	10,919	87.0%
	Skyline Properties	8	2,643	2,643	54.8%
	Total Office	59	15,950	13,562	80.7%
	Residential (2,414 units)	7	2,597	2,455	97.1%
	Other	7	393	393	100.0%
			18,940	16,410	83.6%
	Total occupancy, excluding the Skyline Properties				89.2%

Retail Properties:
	Strip Shopping Centers	100	14,556	14,110	94.1%
	Regional Malls	6	5,247	3,611	93.5%
			19,803	17,721	94.0%

Other:
	Merchandise Mart	2	3,872	3,863	94.8%
	555 California Street	3	1,796	1,257	93.8%
	Primarily Warehouses	5	971	971	47.1%
			6,639	6,091

Total square feet at June 30, 2013			72,544	62,115

Overview - continued

	Square footage (in service) and Occupancy as of December 31, 2012:

				Square Feet (in service)
			Number of	Total	Our
	(Square feet in thousands)		properties	Portfolio	Share	Occupancy %
	New York:
		Office	31	19,729	16,751	95.9%
		Retail	49	2,217	2,057	96.8%
		Alexander's	6	2,179	706	99.1%
		Hotel Pennsylvania	1	1,400	1,400
		Residential (1,655 units)	4	1,528	873	96.9%
				27,053	21,787	96.2%

	Washington, DC:
		Office, excluding the Skyline Properties	51	13,463	10,994	86.3%
		Skyline Properties	8	2,643	2,643	60.0%
		Total Office	59	16,106	13,637	81.2%
		Residential (2,414 units)	7	2,599	2,457	97.9%
		Other	7	435	435	100.0%
				19,140	16,529	84.1%
		Total occupancy, excluding the Skyline Properties				88.8%

	Retail Properties:
		Strip Shopping Centers	101	14,390	13,946	93.7%
		Regional Malls	6	5,244	3,608	92.7%
				19,634	17,554	93.5%

	Other:
		Merchandise Mart	2	3,905	3,896	94.6%
		555 California Street	3	1,795	1,257	93.1%
		Primarily Warehouses	5	971	971	55.9%
				6,671	6,124

	Total square feet at December 31, 2012			72,498	61,994

Overview - continued

Washington, DC Segment

For the six months ended June 30, 2013, EBITDA from continuing operations was lower than the prior year’s six months by approximately $15,840,000, which is above the range of EBITDA diminution of $5,000,000 to $15,000,000 that we had previously estimated for the full year. We expect that the EBITDA reduction in the first half of 2013 and the expected further reduction in the third quarter will be partially offset by an increase in the fourth quarter and that EBITDA for the full year will be lower than the prior year by approximately $10,000,000 to $15,000,000.

Of the 2,395,000 square feet subject to the effects of the Base Realignment and Closure (“BRAC”) statute, 348,000 square feet has been taken out of service for redevelopment and 745,000 square feet has been leased or is pending. The table below summarizes the status of the BRAC space as of June 30, 2013.

			Rent Per		Square Feet
			Square Foot		Total	Crystal City	Skyline	Rosslyn

Resolved:
	Relet as of June 30, 2013		$	39.80	531,000	383,000	88,000	60,000
	Leases pending			33.89	214,000	39,000	175,000	-
	Taken out of service for redevelopment				348,000	348,000	-	-
					1,093,000	770,000	263,000	60,000

To Be Resolved:
	Vacated as of June 30, 2013			37.61	940,000	513,000	341,000	86,000
	Expiring in:
		2014		32.25	292,000	91,000	201,000	-
		2015		43.13	70,000	65,000	5,000	-
					1,302,000	669,000	547,000	86,000

Total square feet subject to BRAC					2,395,000	1,439,000	810,000	146,000

In 2012, due to the rising vacancy rate at the Skyline properties (45.2% at June 30, 2013), primarily from the effects of the BRAC statute; insufficient cash flows to pay current obligations, including interest payments to the lender; and the significant amount of capital required to re-tenant these properties, we requested that the mortgage loan be transferred to the special servicer. In connection therewith, we entered into a forbearance agreement with the special servicer, that provides for interest shortfalls to be deferred and added to the principal balance of the loan and not give rise to a loan default. The forbearance agreement has been amended and extended a number of times, the latest of which extends its maturity through September 1, 2013. As of June 30, 2013, the accrued deferred interest amounted to $47,559,000. We continue to negotiate with the special servicer to restructure the terms of the loan.

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2013 and 2012


(Amounts in thousands)			For the Three Months Ended June 30, 2013
												Retail
				Total		New York			Washington, DC			Properties			Toys		Other
Property rentals				$	519,733	$	286,844		$	112,733		$	64,374		$	-	$	55,782
Straight-line rent adjustments					13,789		7,533			1,231			909			-		4,116
Amortization of acquired below-market
	leases, net				11,672		6,944			516			2,885			-		1,327
Total rentals					545,194		301,321			114,480			68,168			-		61,225
Tenant expense reimbursements					75,659		38,785			10,666			22,028			-		4,180
Cleveland Medical Mart development project					16,990		-			-			-			-		16,990
Fee and other income:
	BMS cleaning fees				16,509		20,979			-			-			-		(4,470)
	Signage revenue				8,347		8,347			-			-			-		-
	Management and leasing fees				6,435		2,854			3,459			320			-		(198)
	Lease termination fees				7,129		5,432			182			198			-		1,317
	Other income				9,595		3,254			5,530			283			-		528
Total revenues					685,858		380,972			134,317			90,997			-		79,572
Operating expenses					261,080		157,622			48,290			34,091			-		21,077
Depreciation and amortization					135,486		69,387			30,619			15,457			-		20,023
General and administrative					54,323		8,881			6,873			5,169			-		33,400
Cleveland Medical Mart development project					15,151		-			-			-			-		15,151
Acquisition related costs					3,350		-			-			-			-		3,350
Total expenses					469,390		235,890			85,782			54,717			-		93,001
Operating income (loss)					216,468		145,082			48,535			36,280			-		(13,429)
(Loss) applicable to Toys					(36,861)		-			-			-			(36,861)		-
Income (loss) from partially owned entities					1,472		4,226			(2,449)			423			-		(728)
Income from Real Estate Fund					34,470		-			-			-			-		34,470
Interest and other investment
	income (loss), net				26,416		1,443			6			(48)			-		25,015
Interest and debt expense					(121,762)		(42,835)			(27,854)			(12,435)			-		(38,638)
Net gain on disposition of wholly owned and
	partially owned assets				1,005		-			-			-			-		1,005
Income (loss) before income taxes					121,208		107,916			18,238			24,220			(36,861)		7,695
Income tax expense					(2,877)		(961)			(805)			(749)			-		(362)
Income (loss) from continuing operations					118,331		106,955			17,433			23,471			(36,861)		7,333
Income (loss) from discontinued operations					63,990		-			-			64,136			-		(146)
Net income (loss)					182,321		106,955			17,433			87,607			(36,861)		7,187
Less net income attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(14,930)		(1,381)			-			(13)			-		(13,536)
	Operating Partnership				(8,849)		-			-			-			-		(8,849)
	Preferred unit distributions of the
		Operating Partnership			(348)		-			-			-			-		(348)
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 52.

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2013 and 2012 - continued


(Amounts in thousands)			For the Three Months Ended June 30, 2012
												Retail
				Total		New York			Washington, DC			Properties			Toys		Other
Property rentals				$	484,016	$	245,948		$	118,014		$	64,554		$	-	$	55,500
Straight-line rent adjustments					20,647		17,065			1,258			2,276			-		48
Amortization of acquired below-market
	leases, net				12,570		7,623			508			2,950			-		1,489
Total rentals					517,233		270,636			119,780			69,780			-		57,037
Tenant expense reimbursements					71,409		36,985			10,862			20,986			-		2,576
Cleveland Medical Mart development project					56,304		-			-			-			-		56,304
Fee and other income:
	BMS cleaning fees				16,982		23,911			-			-			-		(6,929)
	Signage revenue				4,879		4,879			-			-			-		-
	Management and leasing fees				4,546		1,113			2,384			1,068			-		(19)
	Lease termination fees				479		233			128			1			-		117
	Other income				6,151		576			4,968			373			-		234
Total revenues					677,983		338,333			138,122			92,208			-		109,320
Operating expenses					243,485		143,190			47,416			33,708			-		19,171
Depreciation and amortization					128,372		56,665			35,017			18,495			-		18,195
General and administrative					46,832		6,654			6,231			6,367			-		27,580
Cleveland Medical Mart development project					53,935		-			-			-			-		53,935
Acquisition related costs					2,559		-			-			-			-		2,559
Total expenses					475,183		206,509			88,664			58,570			-		121,440
Operating income (loss)					202,800		131,824			49,458			33,638			-		(12,120)
(Loss) applicable to Toys					(19,190)		-			-			-			(19,190)		-
Income (loss) from partially owned entities					12,563		6,851			(519)			294			-		5,937
Income from Real Estate Fund					20,301		-			-			-			-		20,301
Interest and other investment
	(loss) income, net				(49,172)		1,057			29			6			-		(50,264)
Interest and debt expense					(124,320)		(36,407)			(27,999)			(16,170)			-		(43,744)
Net gain on disposition of wholly owned and
	partially owned assets				4,856		-			-			-			-		4,856
Income (loss) before income taxes					47,838		103,325			20,969			17,768			(19,190)		(75,034)
Income tax expense					(7,479)		(1,064)			(852)			-			-		(5,563)
Income (loss) from continuing operations					40,359		102,261			20,117			17,768			(19,190)		(80,597)
Income (loss) from discontinued operations					17,869		(32)			2,956			16,254			-		(1,309)
Net income (loss)					58,228		102,229			23,073			34,022			(19,190)		(81,906)
Less net (income) loss attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(14,721)		(2,998)			-			97			-		(11,820)
	Operating Partnership				(1,337)		-			-			-			-		(1,337)
	Preferred unit distributions of the
		Operating Partnership			(3,873)		-			-			-			-		(3,873)
Net income (loss) attributable to
	Vornado				38,297		99,231			23,073			34,119			(19,190)		(98,936)
Interest and debt expense⁽²⁾					190,942		46,413			32,549			20,102			37,293		54,585
Depreciation and amortization⁽²⁾					184,028		63,664			39,656			22,131			32,505		26,072
Income tax (benefit) expense⁽²⁾					(5,214)		1,113			1,034			-			(14,103)		6,742
EBITDA⁽¹⁾				$	408,053	$	210,421	⁽³⁾	$	96,312	⁽⁴⁾	$	76,352	⁽⁵⁾	$	36,505	$	(11,537)	⁽⁶⁾

_____________________________

See notes on the following page.

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2013 and 2012 - continued


	Notes to preceding tabular information:


(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.


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


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

				For the Three Months Ended June 30,
	(Amounts in thousands)			2013		2012
	Office			$	158,186	$	142,077
	Retail				57,230		45,577
	Alexander's (decrease due to sale of Kings Plaza in November 2012)				10,213		13,026
	Hotel Pennsylvania				10,094		9,741
		Total New York		$	235,723	$	210,421



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

				For the Three Months Ended June 30,
	(Amounts in thousands)			2013		2012
	Office, excluding the Skyline Properties ^(a)			$	66,136	$	74,953
	Skyline properties				7,543		10,661
		Total Office			73,679		85,614
	Residential				11,099		10,698
		Total Washington, DC		$	84,778	$	96,312


	(a)		2012 includes EBITDA from discontinued operations and other items that affect comparability, aggregating $5,423. Excluding these items, EBITDA was $69,530.

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

				For the Three Months Ended June 30,
	(Amounts in thousands)			2013		2012
	Strip shopping centers^(a)			$	101,529	$	52,268
	Regional malls^(b)				16,877		24,084
		Total Retail properties		$	118,406	$	76,352


	(a)		Includes EBITDA from discontinued operations, net gains on sale of real estate, and other items that affect comparability, aggregating $64,506 and $15,631 for the three months ended June 30, 2013 and 2012, respectively. Excluding these items, EBITDA was $37,023 and $36,637, respectively.

	(b)		2012 includes EBITDA from discontinued operations, net gains on sale of real estate, and other items that affect comparability, aggregating $8,449. Excluding these items, EBITDA was $15,635.

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2013 and 2012 - 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)			2013		2012
	Our share of Real Estate Fund:
		(Loss) income before net realized/unrealized gains		$	(1,713)	$	170
		Net unrealized gains			8,398		5,284
		Carried interest			13,426		2,541
	Total				20,111		7,995
	Merchandise Mart Building, 7 West 34th Street and trade shows				22,448		17,349
	555 California Street				11,022		10,377
	LNR^(a)				-		11,671
	Lexington^(b)				-		7,703
	Other investments				8,014		11,523
					61,595		66,618
	Corporate general and administrative expenses^(c)				(24,831)		(21,812)
	Investment income and other, net^(c)				16,709		15,294
	Income (loss) from the mark-to-market of J.C. Penney derivative position				9,065		(58,732)
	Acquisition related costs				(3,350)		(2,559)
	Severance costs (primarily reduction in force at the Merchandise Mart)				(1,542)		-
	Net gain on sale of residential condominiums				1,005		1,274
	Merchandise Mart discontinued operations				5		(6,410)
	Net income attributable to noncontrolling interests in the Operating Partnership				(8,849)		(1,337)
	Preferred unit distributions of the Operating Partnership				(348)		(3,873)
				$	49,459	$	(11,537)


	(a)		On April 22, 2013, LNR was sold.

	(b)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale.

	(c)		The amounts in these captions (for this table only) exclude the mark-to-market of our deferred compensation plan assets and offsetting liability.

EBITDA by Region

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

		For the Three Months
		Ended June 30,
		2013	2012
Region:
	New York City metropolitan area	74%	70%
	Washington, DC / Northern Virginia metropolitan area	23%	26%
	Puerto Rico	1%	2%
	California	1%	1%
	Other geographies	1%	1%
		100%	100%

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012

Revenues

Our revenues, which consist of property rentals, tenant expense reimbursements, hotel revenues, trade shows revenues, amortization of acquired below-market leases, net of above-market leases and fee income, were $685,858,000 in the three months ended June 30, 2013, compared to $677,983,000 in the prior year’s quarter, an increase of $7,875,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)

										Retail
Increase (decrease) due to:			Total			New York		Washington, DC		Properties		Other
Property rentals:
	Acquisitions and other		$	20,977		$	23,400	$	-	$	(2,423)	$	-
	Properties taken out of service for
		redevelopment		(1,309)			(296)		90		(1,018)		(85)
	Hotel Pennsylvania			2,159			2,159		-		-		-
	Trade Shows			1,229			-		-		-		1,229
	Same store operations			4,905			5,422		(5,390)		1,829		3,044
				27,961			30,685		(5,300)		(1,612)		4,188

Tenant expense reimbursements:
	Acquisitions and other			2,597			1,393		95		1,109		-
	Properties taken out of service for
		redevelopment		(788)			(66)		(60)		(661)		(1)
	Same store operations			2,441			473		(231)		594		1,605
				4,250			1,800		(196)		1,042		1,604

Cleveland Medical Mart development
	project			(39,314)	⁽¹⁾		-		-		-		(39,314)	⁽¹⁾

Fee and other income:
	BMS cleaning fees			(473)			(2,932)		-		-		2,459	⁽²⁾
	Signage revenue			3,468			3,468		-		-		-
	Management and leasing fees			1,889			1,741		1,075		(748)		(179)
	Lease termination fees			6,650			5,199		54		197		1,200
	Other income			3,444			2,678		562		(90)		294
				14,978			10,154		1,691		(641)		3,774

Total increase (decrease) in revenues			$	7,875		$	42,639	$	(3,805)	$	(1,211)	$	(29,748)



(1)		Primarily due to the project nearing completion. This decrease in revenue is offset by a decrease in development costs expensed in the period. See note (3) on page 55.

(2)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (2) on page 55.

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization and general and administrative expenses, were $469,390,000 in the three months ended June 30, 2013, compared to $475,183,000 in the prior year’s quarter, a decrease of $5,793,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)

										Retail
Increase (decrease) due to:			Total			New York		Washington, DC		Properties		Other
Operating:
	Acquisitions and other		$	9,297		$	9,557	$	-	$	(260)	$	-
	Properties taken out of service for
		redevelopment		(3,503)			(346)		(134)		(2,441)		(582)
	Non-reimbursable expenses, including
		bad debt reserves		6,636			3,201		693		2,006		736
	Hotel Pennsylvania			1,773			1,773		-		-		-
	Trade Shows			856			-		-		-		856
	BMS expenses			(506)			(2,965)		-		-		2,459	⁽²⁾
	Same store operations			3,042			3,212		315		1,078		(1,563)
				17,595			14,432		874		383		1,906

Depreciation and amortization:
	Acquisitions and other			13,195			13,771		-		(576)		-
	Properties taken out of service for
		redevelopment		(6,153)			(201)		(3,621)		(2,413)		82
	Same store operations			72			(848)		(777)		(49)		1,746
				7,114			12,722		(4,398)		(3,038)		1,828

General and administrative:
	Mark-to-market of deferred
		compensation plan liability⁽¹⁾		2,468			-		-		-		2,468
	Severance costs (primarily reduction
		in force at the Merchandise Mart)		1,542			-		-		-		1,542
	Same store operations			3,481			2,227		642		(1,198)		1,810
				7,491			2,227		642		(1,198)		5,820

Cleveland Medical Mart development
	project			(38,784)	⁽³⁾		-		-		-		(38,784)	⁽³⁾

Acquisition related costs				791			-		-		-		791

Total (decrease) increase in expenses			$	(5,793)		$	29,381	$	(2,882)	$	(3,853)	$	(28,439)



(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 54.

(3)		Primarily due to the project nearing completion. This decrease in expense is offset by the decrease in development revenue in the period. See note (1) on page 54.

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012 - continued

(Loss) Income Applicable to Toys

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 32.6% share of Toys’ net loss, partially offset by $1,847,000 of management fee income. In the three months ended June 30, 2012, we recognized a net loss of $19,190,000 from our investment in Toys, comprised of $21,561,000 for our 32.5% share of Toys’ net loss, partially offset by $2,371,000 of management fee income.

Income from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the three months ended June 30, 2013 and 2012.

			Percentage	For the Three Months Ended
			Ownership at	June 30,
(Amounts in thousands)			June 30, 2013	2013		2012
Equity in Net Income (Loss):
Alexander's (decrease due to sale of Kings Plaza
	in November 2012)		32.4%	$	5,751	$	7,848
India real estate ventures			4.0%-36.5%		(414)		(3,815)
Partially owned office buildings:
	280 Park Avenue		49.5%		(2,021)		(1,955)
	Warner Building		55.0%		(1,996)		(1,589)
	666 Fifth Avenue Office Condominium		49.5%		1,899		1,785
	330 Madison Avenue		25.0%		1,185		18
	Rosslyn Plaza		43.7%-50.4%		(1,005)		145
	1101 17th Street		55.0%		236		646
	West 57th Street Properties		50.0%		196		252
	One Park Avenue		30.3%		(83)		303
	Fairfax Square		20.0%		(18)		(40)
	Other partially owned office buildings		Various		565		555
Other investments:
	Independence Plaza		50.1%		(1,118)		1,733
	Monmouth Mall		50.0%		426		298
	Lexington⁽¹⁾		n/a		-		(236)
	LNR⁽²⁾		n/a		-		9,469
	Downtown Crossing, Boston⁽³⁾		n/a		16		(500)
	Other investments⁽⁴⁾		Various		(2,147)		(2,354)
				$	1,472	$	12,563


(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale.

(2)		On April 22, 2013, LNR was sold for $1.053 billion. We owned 26.2% of LNR and received net proceeds of approximately $241,000.

(3)		On April 24, 2013, the joint venture sold the site in Downtown Crossing, Boston, and we received approximately $45,000 for our 50% interest.

(4)		Includes interests in 85 10th Avenue, Fashion Centre Mall, 50-70 West 93rd Street and others.

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Income from Real Estate Fund

Below are the components of the income from our Real Estate Fund for the three months ended June 30, 2013 and 2012.

(Amounts in thousands)		For the Three Months Ended June 30,
		2013		2012
Net investment income (loss)		$	877	$	(834)
Net unrealized gains			33,593		21,135
Income from Real Estate Fund			34,470		20,301
Less (income) attributable to noncontrolling interests			(14,359)		(12,306)
Income from Real Estate Fund attributable to Vornado ⁽¹⁾		$	20,111	$	7,995
___________________________________
___________________________________
(1)	Excludes management, leasing and development fees of $827 and $717 for the three months ended June 30, 2013 and 2012, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Interest and Other Investment Income (Loss), net

Interest and other investment income (loss), net was income of $26,416,000 in the three months ended June 30, 2013, compared to a loss of $49,172,000 in the prior year’s quarter, an increase of $75,588,000. This increase resulted from:

(Amounts in thousands)
J.C. Penney derivative position ($9,065 mark-to-market gain in the current year's quarter, compared to a
	$58,732 mark-to-market loss in the prior year's quarter)	$	67,797
Income from prepayment penalties in connection with the repayment of a mezzanine loan			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)		2,468
Other, net			56
		$	75,588

Interest and Debt Expense

Interest and debt expense was $121,762,000 in the three months ended June 30, 2013, compared to $124,320,000 in the prior year’s quarter, a decrease of $2,558,000. This decrease was primarily due to $8,887,000 of higher capitalized interest in the current year’s quarter, partially offset by interest expense of $5,017,000 from the financing of the retail condominium at 666 Fifth Avenue and the Outlets at Bergen Town Center in the first quarter of 2013 and $1,877,000 from the refinancing of 1290 Avenue of the Americas in November 2012.

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

In the three months ended June 30, 2013, we recognized a $1,005,000 net gain from the sale of residential condominiums, compared to a $4,856,000 net gain in the prior year’s quarter, primarily from the sale of residential condominiums and marketable securities.

Income Tax Expense

Income tax expense was $2,877,000 in the three months ended June 30, 2013, compared to $7,479,000 in the prior year’s quarter, a decrease of $4,602,000. This decrease resulted primarily from a $4,277,000 income tax provision in the prior year’s quarter applicable to a taxable REIT subsidiary that was liquidated in the fourth quarter of 2012.

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Income from Discontinued Operations

We have reclassified the revenues and expenses of the properties that were sold and that are currently held for sale to “income from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all the periods presented in the accompanying financial statements. The table below sets forth the combined results of assets related to discontinued operations for the three months ended June 30, 2013 and 2012.


		For the Three Months Ended June 30,
(Amounts in thousands)		2013		2012
Total revenues		$	4,668	$	45,286
Total expenses			3,850		30,802
			818		14,484
Net gains on sale of:
	901 Market Street, Philadelphia		33,058		-
	The Plant		32,169		-
	Other real estate		438		16,896
Impairment losses			(2,493)		(13,511)
Income from discontinued operations		$	63,990	$	17,869

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $14,930,000 in the three months ended June 30, 2013, compared to $14,721,000 in the prior year’s quarter, an increase of $209,000.

Net Income Attributable to Noncontrolling Interests in the Operating Partnership

Net income attributable to noncontrolling interests in the Operating Partnership was $8,849,000 in the three months ended June 30, 2013, compared to $1,337,000 in the prior year’s quarter, an increase of $7,512,000. This increase resulted primarily from higher net income subject to allocation to unitholders.

Preferred Unit Distributions of the Operating Partnership

Preferred unit distributions of the Operating Partnership were $348,000 in the three months ended June 30, 2013, compared to $3,873,000 in the prior year’s quarter, a decrease of $3,525,000. This decrease resulted from the redemption of the 6.875% Series D-15 cumulative redeemable preferred units in May 2013, and 7.0% Series D-10 and 6.75% Series D-14 cumulative redeemable preferred units in July 2012.

Preferred Share Dividends

Preferred share dividends were $20,368,000 in the three months ended June 30, 2013, compared to $17,787,000 in the prior year’s quarter, an increase of $2,581,000. This increase resulted primarily from the issuance of $300,000,000 of 5.70% Series K cumulative redeemable preferred shares in July 2012, and $300,000,000 of 5.40% Series L cumulative redeemable preferred shares in January 2013, partially offset by the redemption of $262,500,000 of 6.75% Series F and Series H cumulative redeemable preferred shares in February 2013 and $75,000,000 of 7.0% Series E cumulative redeemable preferred shares in August 2012.

Preferred Unit and Share Redemptions

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

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012 - 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 present same store EBITDA on both a GAAP basis and a cash basis, which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store EBITDA should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of EBITDA to the same store EBITDA on a GAAP basis for each of our segments for the three months ended June 30, 2013, compared to the three months ended June 30, 2012.


(Amounts in thousands)				New York		Washington, DC		Retail Properties

EBITDA for the three months ended June 30, 2013				$	235,723	$	84,778	$	118,406
	Add-back:
		Non-property level overhead expenses included above			8,881		6,873		5,169
	Less EBITDA from:
		Acquisitions			(14,810)		-		-
		Dispositions, including net gains on sale			(2)		27		(64,466)
		Properties taken out-of-service for redevelopment			(4,900)		(1,066)		(916)
		Other non-operating (income) expense			(5,677)		422		839
GAAP basis same store EBITDA for the three months ended June 30, 2013				$	219,215	$	91,034	$	59,032

EBITDA for the three months ended June 30, 2012				$	210,421	$	96,312	$	76,352
	Add-back:
		Non-property level overhead expenses included above			6,654		6,231		6,367
	Less EBITDA from:
		Acquisitions			-		-		-
		Dispositions, including net gains on sale			(2,936)		(5,423)		(22,368)
		Properties taken out-of-service for redevelopment			(5,123)		(1,450)		152
		Other non-operating expense (income)			873		640		(3,265)
GAAP basis same store EBITDA for the three months ended June 30, 2012				$	209,889	$	96,310	$	57,238

Increase (decrease) in GAAP basis same store EBITDA -
	Three months ended June 30, 2013 and June 30, 2012⁽¹⁾			$	9,326	$	(5,276)	$	1,794

% increase (decrease) in GAAP basis same store EBITDA					4.4%		(5.5%)		3.1%

(1)			See notes on following page

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Notes to preceding tabular information

New York:

The $9,326,000 increase in New York GAAP basis same store EBITDA resulted primarily from an increase in Office and Retail GAAP basis same store EBITDA of $7,687,000 and $1,223,000, respectively. The $7,687,000 increase in Office GAAP basis same store EBITDA resulted primarily from an increase in (i) rental revenue of $4,250,000 (due to a $3.97 increase in average annual rents per square foot to $56.60 from $52.63, partially offset by a 70 basis point decrease in average same store occupancy to 95.6% from 96.3%), and (ii) signage revenue and management and leasing fees of $4,757,000, partially offset by (iii) higher operating expenses, net of reimbursements. The $1,223,000 increase in Retail GAAP basis same store EBITDA resulted primarily from an increase in rental revenue of $1,172,000 (due to a $4.97 increase in average annual rents per square foot to $118.22 from $113.25).

Washington, DC:

The $5,276,000 decrease in Washington, DC GAAP basis same store EBITDA resulted primarily from a decrease in rental revenue of $5,390,000, primarily due to a 460 basis point decrease in office average same store occupancy to 80.1% from 84.7%, a significant portion of which resulted from the effects of the BRAC statute (see page 49).

Retail Properties:

The $1,794,000 increase in Retail Properties GAAP basis same store EBITDA resulted primarily from an increase in Strips GAAP basis same store EBITDA of $1,576,000, which resulted primarily from higher rental revenue of $1,423,000, due to a 140 basis point increase in average same store occupancy to 93.0% from 91.6%.

Results of Operations – Three Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Reconciliation of GAAP basis Same Store EBITDA to Cash basis Same Store EBITDA

(Amounts in thousands)		New York		Washington, DC		Retail Properties

GAAP basis same store EBITDA for the three months ended June 30, 2013		$	219,215	$	91,034	$	59,032
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(25,862)		(2,597)		(3,216)
Cash basis same store EBITDA for the three months ended June 30, 2013		$	193,353	$	88,437	$	55,816

GAAP basis same store EBITDA for the three months ended June 30, 2012		$	209,889	$	96,310	$	57,238
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(32,142)		(2,360)		(3,654)
Cash basis same store EBITDA for the three months ended June 30, 2012		$	177,747	$	93,950	$	53,584

Increase (decrease) in Cash basis same store EBITDA -
	Three months ended June 30, 2013 vs. June 30, 2012	$	15,606	$	(5,513)	$	2,232

% increase (decrease) in Cash basis same store EBITDA			8.8%		(5.9%)		4.2%

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2013 and 2012


(Amounts in thousands)			For the Six Months Ended June 30, 2013
												Retail
				Total		New York			Washington, DC			Properties			Toys		Other
Property rentals				$	1,018,247	$	561,494		$	225,005		$	128,785		$	-	$	102,963
Straight-line rent adjustments					32,297		17,859			4,008			2,367			-		8,063
Amortization of acquired below-market
	leases, net				28,506		19,033			1,022			5,775			-		2,676
Total rentals					1,079,050		598,386			230,035			136,927			-		113,702
Tenant expense reimbursements					152,415		81,456			20,802			42,404			-		7,753
Cleveland Medical Mart development project					29,133		-			-			-			-		29,133
Fee and other income:
	BMS cleaning fees				33,173		42,001			-			-			-		(8,828)
	Signage revenue				14,828		14,828			-			-			-		-
	Management and leasing fees				11,693		4,918			6,266			799			-		(290)
	Lease termination fees				67,155		5,490			550			59,797			-		1,318
	Other income				18,390		3,969			11,395			859			-		2,167
Total revenues					1,405,837		751,048			269,048			240,786			-		144,955
Operating expenses					520,953		317,853			95,612			68,090			-		39,398
Depreciation and amortization					277,570		145,621			61,569			32,177			-		38,203
General and administrative					108,905		17,703			13,798			10,584			-		66,820
Cleveland Medical Mart development project					26,525		-			-			-			-		26,525
Acquisition related costs					3,951		-			-			-			-		3,951
Total expenses					937,904		481,177			170,979			110,851			-		174,897
Operating income (loss)					467,933		269,871			98,069			129,935			-		(29,942)
(Loss) applicable to Toys					(35,102)		-			-			-			(35,102)		-
Income (loss) from partially owned entities					22,238		9,831			(4,542)			1,324			-		15,625
Income from Real Estate Fund					51,034		-			-			-			-		51,034
Interest and other investment (loss)
	income, net				(22,658)		2,608			82			4			-		(25,352)
Interest and debt expense					(243,650)		(83,453)			(56,104)			(24,076)			-		(80,017)
Net loss on disposition of wholly owned and
	partially owned assets				(35,719)		-			-			-			-		(35,719)
Income (loss) before income taxes					204,076		198,857			37,505			107,187			(35,102)		(104,371)
Income tax expense					(3,950)		(1,233)			(1,183)			(749)			-		(785)
Income (loss) from continuing operations					200,126		197,624			36,322			106,438			(35,102)		(105,156)
Income from discontinued operations					271,122		-			-			270,849			-		273
Net income (loss)					471,248		197,624			36,322			377,287			(35,102)		(104,883)
Less net income attributable to
	noncontrolling interests in:
	Consolidated subsidiaries				(26,216)		(2,962)			-			(109)			-		(23,145)
	Operating Partnership				(22,782)		-			-			-			-		(22,782)
	Preferred unit distributions of the
		Operating Partnership			(1,134)		-			-			-			-		(1,134)
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 page 64.

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2013 and 2012 - continued


(Amounts in thousands)			For the Six Months Ended June 30, 2012
											Retail
			Total		New York			Washington, DC			Properties			Toys		Other
Property rentals			$	958,447	$	479,884		$	240,818		$	129,146		$	-	$	108,599
Straight-line rent adjustments				41,966		34,194			3,115			3,580			-		1,077
Amortization of acquired below-market
	leases, net			26,313		15,318			1,031			7,107			-		2,857
Total rentals				1,026,726		529,396			244,964			139,833			-		112,533
Tenant expense reimbursements				141,906		73,697			20,870			41,962			-		5,377
Cleveland Medical Mart development project				111,363		-			-			-			-		111,363
Fee and other income:
	BMS cleaning fees			32,492		46,558			-			-			-		(14,066)
	Signage revenue			9,469		9,469			-			-			-		-
	Management and leasing fees			9,300		2,221			5,167			1,904			-		8
	Lease termination fees			890		256			128			1			-		505
	Other income			14,164		2,333			10,558			714			-		559
Total revenues				1,346,310		663,930			281,687			184,414			-		216,279
Operating expenses				489,462		288,862			93,618			68,189			-		38,793
Depreciation and amortization				259,767		110,424			77,570			36,256			-		35,517
General and administrative				102,122		15,241			13,181			12,700			-		61,000
Cleveland Medical Mart development project				106,696		-			-			-			-		106,696
Acquisition related costs				3,244		-			-			-			-		3,244
Total expenses				961,291		414,527			184,369			117,145			-		245,250
Operating income (loss)				385,019		249,403			97,318			67,269			-		(28,971)
Income applicable to Toys				97,281		-			-			-			97,281		-
Income (loss) from partially owned entities				32,223		11,036			(2,389)			698			-		22,878
Income from Real Estate Fund				32,063		-			-			-			-		32,063
Interest and other investment (loss)
	income, net			(33,507)		2,109			73			20			-		(35,709)
Interest and debt expense				(254,379)		(72,548)			(57,097)			(32,522)			-		(92,212)
Net gain on disposition of wholly owned and
	partially owned assets			4,856		-			-			-			-		4,856
Income (loss) before income taxes				263,556		190,000			37,905			35,465			97,281		(97,095)
Income tax expense				(14,304)		(1,665)			(1,302)			-			-		(11,337)
Income (loss) from continuing operations				249,252		188,335			36,603			35,465			97,281		(108,432)
Income (loss) from discontinued operations				89,240		(640)			4,542			26,473			-		58,865
Net income (loss)				338,492		187,695			41,145			61,938			97,281		(49,567)
Less net (income) loss attributable to
	noncontrolling interests in:
	Consolidated subsidiaries			(24,318)		(5,174)			-			211			-		(19,355)
	Operating Partnership			(16,608)		-			-			-			-		(16,608)
	Preferred unit distributions of the
		Operating Partnership		(7,747)		-			-			-			-		(7,747)
Net income (loss) attributable to
	Vornado			289,819		182,521			41,145			62,149			97,281		(93,277)
Interest and debt expense⁽²⁾				384,024		93,471			66,206			40,540			68,862		114,945
Depreciation and amortization⁽²⁾				375,201		125,575			87,916			44,406			67,211		50,093
Income tax expense⁽²⁾				46,226		1,806			1,557			-			29,100		13,763
EBITDA⁽¹⁾			$	1,095,270	$	403,373	⁽³⁾	$	196,824	⁽⁴⁾	$	147,095	⁽⁵⁾	$	262,454	$	85,524	⁽⁶⁾

_____________________________

See notes on the following page.

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2013 and 2012 - continued


	Notes to preceding tabular information:


(1)	EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.


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


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

				For the Six Months Ended June 30,
	(Amounts in thousands)			2013		2012
	Office			$	304,482	$	277,257
	Retail				117,612		90,497
	Alexander's (decrease due to sale of Kings Plaza in November 2012)				20,754		26,397
	Hotel Pennsylvania				10,412		9,222
		Total New York		$	453,260	$	403,373


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

				For the Six Months Ended June 30,
	(Amounts in thousands)			2013		2012
	Office, excluding the Skyline Properties ^(a)			$	133,243	$	153,287
	Skyline properties				15,705		22,191
		Total Office			148,948		175,478
	Residential				22,074		21,346
		Total Washington, DC		$	171,022	$	196,824


	(a)		2012 includes EBITDA from discontinued operations and other items that affect comparability, aggregating $9,962. Excluding these items, EBITDA was $143,325.

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

				For the Six Months Ended June 30,
	(Amounts in thousands)			2013		2012
	Strip shopping centers^(a)			$	204,890	$	99,176
	Regional malls^(b)				235,842		47,919
		Total Retail properties		$	440,732	$	147,095


	(a)		Includes income from discontinued operations, net gains on sale of real estate, and other items that affect comparability, aggregating $130,784 and $26,093 for the six months ended June 30, 2013 and 2012, respectively. Excluding these items, EBITDA was $74,106 and $73,083, respectively.

	(b)		Includes income from discontinued operations, net gains on sale of real estate, and other items that affect comparability, aggregating $203,090 and $16,728 for the six months ended June 30, 2013 and 2012, respectively. Excluding these items, EBITDA was $32,752 and $31,191, respectively.

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2013 and 2012 - 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)			2013		2012
	Our share of Real Estate Fund:
		(Loss) income before net realized/unrealized gains		$	(251)	$	2,288
		Net unrealized gains			11,777		6,995
		Carried interest			15,609		2,541
	Total				27,135		11,824
	Merchandise Mart Building, 7 West 34th Street and trade shows				37,161		32,649
	555 California Street				21,651		20,692
	LNR^(a)				20,443		27,233
	Lexington^(b)				6,931		16,921
	Other investments				12,890		20,823
					126,211		130,142
	Corporate general and administrative expenses^(c)				(47,587)		(44,129)
	Investment income and other, net^(c)				28,045		27,628
	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)		(57,687)
	Severance costs (primarily reduction in force at the Merchandise Mart)				(4,154)		(506)
	Acquisition related costs				(3,951)		(3,244)
	Merchandise Mart discontinued operations (including net gains on sale of assets)				2,146		56,401
	Net gain on sale of residential condominiums				1,005		1,274
	Net income attributable to noncontrolling interests in the Operating Partnership				(22,782)		(16,608)
	Preferred unit distributions of the Operating Partnership				(1,134)		(7,747)
				$	(11,963)	$	85,524


	(a)		On April 22, 2013, LNR was sold.

	(b)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale.

	(c)		The amounts in these captions (for this table only) exclude the mark-to-market of our deferred compensation plan assets and offsetting liability.

EBITDA by Region

		For the Six Months
		Ended June 30,
		2013	2012
Region:
	New York City metropolitan area	73%	69%
	Washington, DC / Northern Virginia metropolitan area	24%	27%
	Puerto Rico	1%	2%
	California	1%	1%
	Other geographies	1%	1%
		100%	100%

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012

Revenues

Our revenues, which consist of property rentals, tenant expense reimbursements, hotel revenues, trade shows revenues, amortization of acquired below-market leases, net of above-market leases and fee income, were $1,405,837,000 for the six months ended June 30, 2013, compared to $1,346,310,000 in the prior year’s six months, an increase of $59,527,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)

										Retail
Increase (decrease) due to:			Total			New York		Washington, DC		Properties			Other
Property rentals:
	Acquisitions and other		$	51,709		$	55,626	$	-	$	(3,917)		$	-
	Properties taken out of service for
		redevelopment		(4,983)			(448)		(2,258)		(2,174)			(103)
	Hotel Pennsylvania			4,416			4,416		-		-			-
	Trade Shows			(3,076)			-		-		-			(3,076)
	Same store operations			4,258			9,396		(12,671)		3,185			4,348
				52,324			68,990		(14,929)		(2,906)			1,169

Tenant expense reimbursements:
	Acquisitions and other			2,930			3,530		(341)		(259)			-
	Properties taken out of service for
		redevelopment		(1,766)			(135)		(132)		(1,401)			(98)
	Same store operations			9,345			4,364		405		2,102			2,474
				10,509			7,759		(68)		442			2,376

Cleveland Medical Mart development
	project			(82,230)	⁽¹⁾		-		-		-			(82,230)	⁽¹⁾

Fee and other income:
	BMS cleaning fees			681			(4,557)		-		-			5,238	⁽²⁾
	Signage revenue			5,359			5,359		-		-			-
	Management and leasing fees			2,393			2,697		1,099		(1,105)			(298)
	Lease termination fees			66,265			5,234		422		59,796	⁽³⁾		813
	Other income			4,226			1,636		837		145			1,608
				78,924			10,369		2,358		58,836			7,361

Total increase (decrease) in revenues			$	59,527		$	87,118	$	(12,639)	$	56,372		$	(71,324)



(1)		Primarily due to the project nearing completion. This decrease in revenue is offset by a decrease in development costs expensed in the period. See note (3) on page 67.

(2)		Represents the elimination of intercompany fees from operating segments upon consolidation. See note (2) on page 67.

(3)		Results primarily from income recognized in the first quarter of 2013 in connection with the settlement of the Stop & Shop litigation.

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization and general and administrative expenses, were $937,904,000 for the six months ended June 30, 2013, compared to $961,291,000 in the prior year’s six months, a decrease of $23,387,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands)

										Retail
Increase (decrease) due to:			Total			New York		Washington, DC		Properties		Other
Operating:
	Acquisitions and other		$	20,219		$	20,741	$	-	$	(522)	$	-
	Properties taken out of service for
		redevelopment		(7,477)			(1,006)		(734)		(4,599)		(1,138)
	Non-reimbursable expenses, including
		bad debt reserves		6,907			2,830		1,518		1,430		1,129
	Hotel Pennsylvania			3,170			3,170		-		-		-
	Trade Shows			(2,453)			-		-		-		(2,453)
	BMS expenses			1,411			(3,827)		-		-		5,238	⁽²⁾
	Same store operations			9,714			7,083		1,210		3,592		(2,171)
				31,491			28,991		1,994		(99)		605

Depreciation and amortization:
	Acquisitions and other			31,012			31,843		-		(831)		-
	Properties taken out of service for
		redevelopment		(19,550)			(195)		(16,145)		(3,210)		-
	Same store operations			6,341			3,549		144		(38)		2,686
				17,803			35,197		(16,001)		(4,079)		2,686

General and administrative:
	Mark-to-market of deferred
		compensation plan liability⁽¹⁾		1,787			-		-		-		1,787
	Severance costs (primarily reduction
		in force at the Merchandise Mart)		3,648			-		-		-		3,648
	Same store operations			1,348			2,462		617		(2,116)		385
				6,783			2,462		617		(2,116)		5,820

Cleveland Medical Mart development
	project			(80,171)	⁽³⁾		-		-		-		(80,171)	⁽³⁾

Acquisition related costs				707			-		-		-		707

Total (decrease) increase in expenses			$	(23,387)		$	66,650	$	(13,390)	$	(6,294)	$	(70,353)



(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 66.

(3)		Primarily due to the project nearing completion. This decrease in expense is offset by the decrease in development revenue in the period. See note (1) on page 66.

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012 - continued

(Loss) Income Applicable to Toys

In the first quarter of 2013, we recognized our share of Toys’ fourth quarter net income of $78,542,000 and a corresponding non-cash impairment loss of the same amount.

In the six months ended June 30, 2013, we recognized a net loss of $35,102,000 from our investment in Toys, comprised of $39,834,000 for our 32.6% share of Toys’ net income, partially offset by a $78,542,000 impairment loss (see above), and $3,606,000 of management fee income. In the six months ended June 30, 2012, we recognized net income of $97,281,000 from our investment in Toys, comprised of $92,623,000 for our 32.5% share of Toys’ net income and $4,658,000 of management fee income.

Income from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the six months ended June 30, 2013 and 2012.

			Percentage	For the Six Months Ended
			Ownership at	June 30,
(Amounts in thousands)			June 30, 2013	2013		2012
Equity in Net Income (Loss):
Alexander's (decrease due to sale of Kings Plaza
	in November 2012)		32.4%	$	11,827	$	15,869
Lexington⁽¹⁾			n/a		(979)		694
LNR⁽²⁾			n/a		18,731		22,719
India real estate ventures			4.0%-36.5%		(1,181)		(4,608)
Partially owned office buildings:
	280 Park Avenue		49.5%		(4,590)		(7,550)
	Warner Building		55.0%		(4,342)		(4,599)
	666 Fifth Avenue Office Condominium		49.5%		3,918		3,500
	330 Madison Avenue		25.0%		2,489		812
	Rosslyn Plaza		43.7%-50.4%		(1,451)		303
	1101 17th Street		55.0%		620		1,329
	One Park Avenue		30.3%		374		634
	West 57th Street Properties		50.0%		368		565
	Fairfax Square		20.0%		(63)		(52)
	Other partially owned office buildings		Various		1,053		1,082
Other investments:
	Independence Plaza		50.1%		(1,118)		3,415
	Monmouth Mall		50.0%		1,285		660
	Downtown Crossing, Boston⁽³⁾		n/a		(2,358)		(834)
	Other investments⁽⁴⁾		Various		(2,345)		(1,716)
				$	22,238	$	32,223


(1)		In the first quarter of 2013, we began accounting for our investment in Lexington as a marketable equity security - available for sale.

(2)		On April 22, 2013, LNR was sold for $1.053 billion. We owned 26.2% of LNR and received net proceeds of approximately $241,000.

(3)		On April 24, 2013, the joint venture sold the site in Downtown Crossing, Boston, and we received approximately $45,000 for our 50% interest. In connection therewith, we recognized a $2,335 impairment loss in the first quarter.

(4)		Includes interests in 85 10th Avenue, Fashion Centre Mall, 50-70 West 93rd Street and others.

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012 - 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, 2013 and 2012.


(Amounts in thousands)		For the Six Months Ended June 30,
		2013		2012
Net investment income		$	3,925	$	4,084
Net unrealized gains			47,109		27,979
Income from Real Estate Fund			51,034		32,063
Less (income) attributable to noncontrolling interests			(23,899)		(20,239)
Income from Real Estate Fund attributable to Vornado ⁽¹⁾		$	27,135	$	11,824
___________________________________
___________________________________
(1)	Excludes management, leasing and development fees of $1,676 and $1,420 for the six months ended June 30, 2013 and 2012, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Interest and Other Investment Income (Loss), net

Interest and other investment income (loss), net was a loss of $22,658,000 in the six months ended June 30, 2013, compared to loss of $33,507,000 in the prior year’s six months, an increase in income of $10,849,000. This increase resulted from:


(Amounts in thousands)

J.C. Penney derivative position ($13,475 mark-to-market loss in 2013, compared to a
	$57,687 mark-to-market loss in the prior year)	$	44,212
Non-cash impairment loss on J.C. Penney common shares in 2013			(39,487)
Lower dividends and interest on marketable securities			(5,553)
Income from prepayment penalties in connection with the repayment of a mezzanine loan			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)		1,787
Other, net			4,623
		$	10,849

Interest and Debt Expense

Interest and debt expense was $243,650,000 in the six months ended June 30, 2013, compared to $254,379,000 in the prior year’s six months, a decrease of $10,729,000. This decrease was primarily due to $17,131,000 of higher capitalized interest in the current period, partially offset by interest expense of $6,315,000 from the financing of the retail condominium at 666 Fifth Avenue and the Outlets at Bergen Town Center in the first quarter of 2013.

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

In the six months ended June 30, 2013, we recognized a $35,719,000 loss on disposition of wholly owned and partially owned assets (primarily from the sale of 10,000,000 J.C. Penney common shares), compared to a $4,856,000 net gain in the prior year’s six months (primarily from the sale of residential condominiums and marketable securities).

Income Tax Expense

Income tax expense was $3,950,000 in the six months ended June 30, 2013, compared to $14,304,000 in the prior year’s six months, a decrease of $10,354,000. This decrease resulted primarily from an $8,554,000 income tax provision in the prior year’s six months applicable to a taxable REIT subsidiary that was liquidated in the fourth quarter of 2012.

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Income from Discontinued Operations


		For the Six Months Ended June 30,
(Amounts in thousands)		2013		2012
Total revenues		$	29,391	$	106,134
Total expenses			22,256		76,096
			7,135		30,038
Net gains on sale of:
	Green Acres Mall		202,275		-
	901 Market Street, Philadelphia		33,058		-
	The Plant		32,169		-
	350 West Mart Center		-		54,911
	Other real estate		492		17,802
Impairment losses			(4,007)		(13,511)
Income from discontinued operations		$	271,122	$	89,240

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $26,216,000 in the six months ended June 30, 2013, compared to $24,318,000 in the prior year’s six months, an increase of $1,898,000. This increase resulted primarily from 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 $22,782,000 in the six months ended June 30, 2013, compared to $16,608,000 in the prior year’s six months, an increase of $6,174,000. This increase resulted primarily from higher net income subject to allocation to unitholders.

Preferred Unit Distributions of the Operating Partnership

Preferred unit distributions of the Operating Partnership were $1,134,000 in the six months ended June 30, 2013, compared to $7,747,000 in the prior year’s six months, a decrease of $6,613,000. This decrease resulted from the redemption of the 6.875% Series D-15 cumulative redeemable preferred units in May 2013, and the 7.0% Series D-10 and 6.75% Series D-14 cumulative redeemable preferred units in July 2012.

Preferred Share Dividends

Preferred share dividends were $42,070,000 in the six months ended June 30, 2013, compared to $35,574,000 in the prior year’s six months, an increase of $6,496,000. This increase resulted from the issuance of $300,000,000 of 5.70% Series K cumulative redeemable preferred shares in July 2012 and $300,000,000 of 5.40% Series L cumulative redeemable preferred shares in January 2013, partially offset by the redemption of $262,500,000 of 6.75% Series F and Series H cumulative redeemable preferred shares in February 2013 and $75,000,000 of 7.0% Series E cumulative redeemable preferred shares in August 2012.

Preferred 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 an $8,100,000 discount from the redemption of all of the 6.875% Series D-15 cumulative redeemable preferred units in May 2013.

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012 - 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 present same store EBITDA on both a GAAP basis and a cash basis (which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases and other non-cash adjustments). We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store EBITDA should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of EBITDA to same store EBITDA on a GAAP basis for each of our segments for the six months ended June 30, 2013, compared to the six months ended June 30, 2012.


(Amounts in thousands)				New York		Washington, DC		Retail Properties

EBITDA for the six months ended June 30, 2013				$	453,260	$	171,022	$	440,732
	Add-back:
		Non-property level overhead expenses included above			17,703		13,798		10,584
	Less EBITDA from:
		Acquisitions			(33,240)		-		-
		Dispositions, including net gains on sale			-		(71)		(274,050)
		Properties taken out-of-service for redevelopment			(9,309)		(2,806)		(1,383)
		Other non-operating (income) expense			(6,887)		54		(58,943)
GAAP basis same store EBITDA for the six months ended June 30, 2013				$	421,527	$	181,997	$	116,940

EBITDA for the six months ended June 30, 2012				$	403,373	$	196,824	$	147,095
	Add-back:
		Non-property level overhead expenses included above			15,241		13,181		12,700
	Less EBITDA from:
		Acquisitions			-		-		-
		Dispositions, including net gains on sale			(5,408)		(9,962)		(39,734)
		Properties taken out-of-service for redevelopment			(9,903)		(6,065)		(9)
		Other non-operating expense (income)			93		531		(6,615)
GAAP basis same store EBITDA for the six months ended June 30, 2012				$	403,396	$	194,509	$	113,437

Increase (decrease) in GAAP basis same store EBITDA -
	Six months ended June 30, 2013 and June 30, 2012⁽¹⁾			$	18,131	$	(12,512)	$	3,503

% increase (decrease) in GAAP basis same store EBITDA					4.5%		(6.4%)		3.1%

(1)			See notes on following page

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Notes to preceding tabular information

New York:

The $18,131,000 increase in New York GAAP basis same store EBITDA resulted primarily from an increase in Office and Retail GAAP basis same store EBITDA of $13,900,000 and $3,014,000, respectively. The $13,900,000 increase in Office GAAP basis same store EBITDA resulted primarily from an increase in (i) rental revenue of $7,596,000 (due to a $4.51 increase in average annual rents per square foot to $57.03 from $52.52, partially offset by a 150 basis point decrease in average same store occupancy to 94.8% from 96.3%), and (ii) signage revenue and management and leasing fees of $8,243,000, partially offset by (iii) higher operating expenses, net of reimbursements. The $3,014,000 increase in Retail GAAP basis same store EBITDA resulted primarily from an increase in (i) rental revenue of $1,800,000, (principally due a $4.34 increase in average annual rents per square foot to $117.46 from $113.12), and (ii) fee and other income of $1,116,000.

Washington, DC:

The $12,512,000 decrease in Washington, DC GAAP basis same store EBITDA resulted primarily from a decrease in rental revenue of $12,671,000, primarily due to a 570 basis point decrease in office average same store occupancy to 80.2% from 85.9%, a significant portion of which resulted from the effects of the BRAC statute (see page 49).

Retail Properties:

The $3,503,000 increase in Retail Properties GAAP basis same store EBITDA resulted primarily from an increase in Strips GAAP basis same store EBITDA of $3,344,000, which resulted primarily from higher rental revenue of $2,841,000, due to an 80 basis point increase in average same store occupancy to 92.9% from 92.1%.

Results of Operations – Six Months Ended June 30, 2013 Compared to June 30, 2012 - continued

Reconciliation of GAAP basis Same Store EBITDA to Cash basis Same Store EBITDA

(Amounts in thousands)		New York		Washington, DC		Retail Properties

GAAP basis same store EBITDA for the six months ended June 30, 2013		$	421,527	$	181,997	$	116,940
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(52,073)		(6,763)		(6,412)
Cash basis same store EBITDA for the six months ended June 30, 2013		$	369,454	$	175,234	$	110,528

GAAP basis same store EBITDA for the six months ended June 30, 2012		$	403,396	$	194,509	$	113,437
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(64,171)		(4,482)		(6,403)
Cash basis same store EBITDA for the six months ended June 30, 2012		$	339,225	$	190,027	$	107,034

Increase (decrease) in Cash basis same store EBITDA -
	Six months ended June 30, 2013 vs. June 30, 2012	$	30,229	$	(14,793)	$	3,494

% increase (decrease) in Cash basis same store EBITDA			8.9%		(7.8%)		3.3%

SUPPLEMENTAL INFORMATION

Reconciliation of Net Income (Loss) to EBITDA for the Three Months Ended March 31, 2013.

						Retail
(Amounts in thousands)		New York		Washington, DC		Properties
Net income attributable to Vornado for the three months ended
	March 31, 2013	$	89,088	$	18,889	$	289,584
Interest and debt expense			49,689		31,753		14,223
Depreciation and amortization			78,413		35,148		18,519
Income tax expense			347		454		-
EBITDA for the three months ended March 31, 2013		$	217,537	$	86,244	$	322,326

Reconciliation of EBITDA to GAAP basis Same Store EBITDA – Three Months Ended June 30, 2013 vs. March 31, 2013

(Amounts in thousands)			New York		Washington, DC		Retail Properties

EBITDA for the three months ended June 30, 2013			$	235,723	$	84,778	$	118,406
	Add-back:
		Non-property level overhead expenses included above		8,881		6,873		5,169
	Less EBITDA from:
		Acquisitions		913		-		-
		Dispositions, including net gains on sale		-		27		(64,466)
		Properties taken out-of-service for redevelopment		(4,900)		(1,066)		(916)
		Other non-operating (income) expense		(5,679)		422		839
GAAP basis same store EBITDA for the three months ended June 30, 2013			$	234,938	$	91,034	$	59,032

EBITDA for the three months ended March 31, 2013			$	217,537	$	86,244	$	322,326
	Add-back:
		Non-property level overhead expenses included above		8,821		6,925		5,415
	Less EBITDA from:
		Acquisitions		(3,684)		-		-
		Dispositions, including net gains on sale		-		(98)		(209,583)
		Properties taken out-of-service for redevelopment		(4,410)		(1,740)		(467)
		Other non-operating (income) expense		(1,207)		(368)		(59,783)
GAAP basis same store EBITDA for the three months ended March 31, 2013			$	217,057	$	90,963	$	57,908

Increase in GAAP basis same store EBITDA -
	Three months ended June 30, 2013 and March 31, 2013		$	17,881	$	71	$	1,124

% increase in GAAP basis same store EBITDA				8.2%		0.1%		1.9%

SUPPLEMENTAL INFORMATION – CONTINUED

Reconciliation of GAAP basis Same Store EBITDA to Cash basis Same Store EBITDA – Three Months Ended June 30, 2013 vs. March 31, 2013

(Amounts in thousands)		New York		Washington, DC		Retail Properties

GAAP basis same store EBITDA for the three months ended June 30, 2013		$	234,938	$	91,034	$	59,032
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(28,108)		(2,597)		(3,216)
Cash basis same store EBITDA for the three months ended June 30, 2013		$	206,830	$	88,437	$	55,816

GAAP basis same store EBITDA for the three months ended March 31, 2013		$	217,057	$	90,963	$	57,908
Less: Adjustments for straight line rents, amortization of acquired
	below-market leases, net, and other non-cash adjustments		(28,740)		(4,167)		(3,196)
Cash basis same store EBITDA for the three months ended March 31, 2013		$	188,317	$	86,796	$	54,712

Increase in Cash basis same store EBITDA -
	Three months ended June 30, 2013 vs. March 31, 2013	$	18,513	$	1,641	$	1,104

% increase in Cash basis same store EBITDA			9.8%		1.9%		2.0%

Liquidity and Capital Resources

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

We anticipate that cash flow from continuing operations over the next twelve months will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to shareholders, debt amortization and recurring capital expenditures. Capital requirements for development expenditures and acquisitions (excluding Fund acquisitions) may require funding from borrowings and/or equity offerings. Our Real Estate Fund has aggregate unfunded commitments of $246,582,000, including $61,645,000 from us.

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

Cash Flows for the 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. Our consolidated outstanding debt was $10,024,737,000 at June 30, 2013, a $1,166,597,000 decrease over the balance at December 31, 2012. As of June 30, 2013 and December 31, 2012, $83,982,000 and $1,170,000,000, respectively, was outstanding under our revolving credit facilities. During the remainder of 2013 and 2014, $177,058,000 and $235,548,000, 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 $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 mortgages and mezzanine loans receivable, 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 and other costs, and (vii) $332,000 for the repurchase of shares related to stock compensation agreements and related tax holdings, 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 received from the exercise of employee share options.

Liquidity and Capital Resources – continued

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.

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	$	-
	Percentage of initial rent				9.6%		7.8%		16.7%		6.4%		-

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.

We are in the process of renovating the Springfield Mall, which is expected to be substantially completed in 2014. The estimated cost of this project is approximately $225,000,000, of which $21,500,000 was expended prior to 2013, $100,000,000 is expected to be expended in 2013 and the balance is to be expended in 2014.

We also plan to develop a new 699-unit residential project in Pentagon City, 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 estimated cost of this project is approximately $250,000,000; a significant portion of which is expected to be financed.

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, 2013.

								Retail
(Amounts in thousands)		Total		New York		Washington, DC		Properties		Other
Springfield Mall		$	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

In addition to the development and redevelopment projects above, we are in the process of retenanting and repositioning 280 Park Avenue (50% owned). Our share of the estimated cost of this project is approximately $62,000,000, of which $11,000,000 was expended prior to 2013 and $12,000,000 has been expended in 2013.

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

Cash Flows for the Six Months Ended June 30, 2012

Our cash and cash equivalents were $471,363,000 at June 30, 2012, a $135,190,000 decrease over the balance at December 31, 2011. This decrease was 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 $263,864,000 was comprised of (i) net income of $338,492,000, (ii) distributions of income from partially owned entities of $34,613,000, and (iii) $73,175,000 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, partially offset by (iv) the net change in operating assets and liabilities of $182,416,000, including $85,867,000 related to Real Estate Fund investments.

Net cash provided by investing activities of $170,894,000 was comprised of (i) $370,037,000 of proceeds from sales of real estate and related investments, (ii) $58,460,000 of proceeds from the sale of marketable securities, (iii) $24,950,000 from the return of the J.C. Penney derivative collateral, (iv) $17,963,000 of capital distributions from partially owned entities, (v) $13,123,000 of proceeds from the repayment of loan to officer, and (vi) $1,994,000 of proceeds from repayments of mortgage and mezzanine loans receivable, partially offset by (vii) $83,368,000 of additions to real estate, (viii) $70,000,000 for the funding of the J.C. Penney derivative collateral, (ix) $58,069,000 of development costs and construction in progress, (x) $57,237,000 of investments in partially owned entities, (xi) $32,156,000 of acquisitions of real estate and other, (xii) $14,658,000 of changes in restricted cash, and (xiii) $145,000 of investment in mortgage and mezzanine loans receivable and other.

Net cash used in financing activities of $569,948,000 was comprised of (i) $1,507,220,000 for the repayments of borrowings, (ii) $256,119,000 of dividends paid on common shares, (iii) $69,367,000 of distributions to noncontrolling interests, (iv) $35,576,000 of dividends paid on preferred shares, (v) $30,034,000 for the repurchase of shares related to stock compensation agreements and related tax holdings, and (vi) $14,648,000 of debt issuance and other costs, partially offset by (vii) $1,225,000,000 of proceeds from borrowings, (viii) $108,349,000 of contributions from noncontrolling interests in consolidated subsidiaries, and (ix) $9,667,000 of proceeds received from exercise of employee share options.

Liquidity and Capital Resources – continued

Capital Expenditures in the six months ended June 30, 2012

										Retail
(Amounts in thousands)				Total		New York		Washington, DC		Properties		Other
Expenditures to maintain assets				$	22,625	$	10,033	$	5,244	$	2,665	$	4,683
Tenant improvements					60,511		25,820		25,332		6,503		2,856
Leasing commissions					23,438		14,219		7,342		1,755		122
Non-recurring capital expenditures					4,877		4,095		-		-		782
Total capital expenditures and leasing
	commissions (accrual basis)				111,451		54,167		37,918		10,923		8,443
Adjustments to reconcile to cash basis:
		Expenditures in the current year
			applicable to prior periods		58,095		20,667		16,603		4,917		15,908
		Expenditures to be made in future
			periods for the current period		(69,209)		(33,249)		(27,479)		(6,951)		(1,530)
Total capital expenditures and leasing
	commissions (cash basis)			$	100,337	$	41,585	$	27,042	$	8,889	$	22,821

Tenant improvements and leasing commissions:
	Per square foot per annum			$	3.56	$	4.57	$	4.91	$	1.05	$	-
	Percentage of initial rent				8.6%		7.0%		12.7%		5.4%		-

Development and Redevelopment Expenditures in the six months ended June 30, 2012

							Retail
(Amounts in thousands)	Total		New York		Washington, DC		Properties		Other
510 Fifth Avenue	$	8,369	$	8,369	$	-	$	-	$	-
Bergen Town Center		8,114		-		-		8,114		-
Crystal Square 5		6,976		-		6,976		-		-
Beverly Connection		5,842		-		-		5,842		-
220 Central Park South		3,108		-		-		-		3,108
1290 Avenue of the Americas		2,947		2,947		-		-		-
Poughkeepsie, New York		1,411		-		-		1,411		-
Crystal City Hotel		1,316		-		1,316		-		-
Crystal Plaza 5		1,191		-		1,191		-		-
Other		18,795		5,933		5,327		7,260		275
	$	58,069	$	17,249	$	14,810	$	22,627	$	3,383

Liquidity and Capital Resources – continued

Other Commitments and Contingencies

As of June 30, 2013, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $168,000,000.

Funds From Operations (“FFO”)

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gain from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets, extraordinary items and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flows as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 20 – Income per Share, in our consolidated financial statements on page 31 of this Quarterly Report on Form 10-Q.

FFO for the Three and Six Months Ended June 30, 2013 and 2012

FFO attributable to common shareholders plus assumed conversions was $235,348,000, or $1.25 per diluted share for the three months ended June 30, 2013, compared to $166,672,000, or $0.89 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions was $437,168,000, or $2.33 per diluted share for the six months ended June 30, 2013, compared to $516,328,000, or $2.72 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:			2013		2012		2013		2012
Net income attributable to Vornado			$	158,194	$	38,297	$	421,116	$	289,819
Depreciation and amortization of real property				126,728		126,063		259,241		258,621
Net gains on sale of real estate				(65,665)		(16,896)		(267,994)		(72,713)
Real estate impairment losses				2,493		13,511		4,007		13,511
Proportionate share of adjustments to equity in net income
	of Toys, to arrive at FFO:
		Depreciation and amortization of real property		17,480		16,513		36,805		33,801
		Real estate impairment losses		620		1,368		4,270		8,394
		Income tax effect of above adjustments		(6,326)		(6,351)		(14,376)		(14,848)
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		19,486		21,684		41,316		43,060
		Net gains on sale of real estate		-		(234)		(465)		(895)
		Real estate impairment losses		-		-		-		1,849
Noncontrolling interests' share of above adjustments				(5,421)		(9,524)		(3,607)		(16,584)
FFO				247,589		184,431		480,313		544,015
Preferred share dividends				(20,368)		(17,787)		(42,070)		(35,574)
Preferred unit and share redemptions				8,100		-		(1,130)		-
FFO attributable to common shareholders				235,321		166,644		437,113		508,441
Convertible preferred share dividends				27		28		55		57
Interest on 3.88% exchangeable senior debentures				-		-		-		7,830
FFO attributable to common shareholders plus assumed conversions			$	235,348	$	166,672	$	437,168	$	516,328

Reconciliation of Weighted Average Shares
	Weighted average common shares outstanding			186,931		185,673		186,842		185,521
	Effect of dilutive securities:
		Employee stock options and restricted share awards		742		669		737		700
		Convertible preferred shares		47		49		48		50
		3.88% exchangeable senior debentures		-		-		-		3,430
	Denominator for FFO per diluted share			187,720		186,391		187,627		189,701

FFO attributable to common shareholders plus assumed conversions
	per diluted share		$	1.25	$	0.89	$	2.33	$	2.72

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

(Amounts in thousands, except per share amounts)			2013					2012
					Weighted	Effect of 1%				Weighted
			June 30,		Average	Change In		December 31,		Average
Consolidated debt:			Balance		Interest Rate	Base Rates		Balance		Interest Rate
	Variable rate		$	1,353,742	2.35%	$	13,537	$	3,062,325	1.85%
	Fixed rate			8,670,995	5.04%		-		8,129,009	5.18%
			$	10,024,737	4.67%		13,537	$	11,191,334	4.27%
Pro-rata share of debt of non-consolidated
	entities (non-recourse):
	Variable rate – excluding Toys		$	193,143	2.12%		1,931	$	264,531	2.88%
	Variable rate – Toys			699,034	5.95%		6,990		703,922	5.69%
	Fixed rate (including $982,992 and
		$1,148,407 of Toys debt in 2013 and 2012)		2,939,306	7.03%		-		3,030,476	7.04%
			$	3,831,483	6.59%		8,921	$	3,998,929	6.53%
Noncontrolling interests’ share of above							(1,303)
Total change in annual net income						$	21,155
Per share-diluted						$	0.11

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, 2013, we have one interest rate cap with a principal amount of $60,000,000 and an interest rate of 2.36%. This cap is based on a notional amount of $60,000,000 and caps LIBOR at a rate of 7.00%. In addition, we have one interest rate swap on a $425,000,000 mortgage loan that swapped the rate from LIBOR plus 2.00% (2.19% at June 30, 2013) to a fixed rate of 5.13% for the remaining five-year term of the loan.

As of June 30, 2013, we have investments in mezzanine loans with an aggregate carrying amount of $151,052,000 that are based on variable interest rates which partially mitigate our exposure to a change in interest rates on our variable rate debt.

Fair Value of Debt

The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the rate at which similar loans could be made currently to borrowers with similar credit ratings, for the remaining term of such debt. As of June 30, 2013, the estimated fair value of our consolidated debt was $10,081,982,000.

Derivative Instruments

We have, and may in the future enter into, derivative positions that do not qualify for hedge accounting treatment, including our economic interest in J.C. Penney common shares. Because these derivatives do not qualify for hedge accounting treatment, the gains or losses resulting from their mark-to-market at the end of each reporting period are recognized as an increase or decrease in “interest and other investment income (loss), net” on our consolidated statements of income. In addition, we are, and may in the future be, subject to additional expense based on the notional amount of the derivative positions and a specified spread over LIBOR. Because the market value of these instruments can vary significantly between periods, we may experience significant fluctuations in the amount of our investment income or expense in any given period. In the three months ended June 30, 2013 and 2012, we recognized income of $9,065,000 and a loss of $58,732,000, respectively. In the six months ended June 30, 2013 and 2012, we recognized losses of $13,475,000 and $57,687,000, respectively.

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, 2013, such disclosure controls and procedures were effective.

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

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

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

During the second quarter of 2013, we issued 17,933 common shares upon the redemption of Class A units of the Operating Partnership held by persons who received units, in private placements in earlier periods, in exchange for their interests in limited partnerships that owned real estate. The common shares were issued without registration under the Securities Act of 1933 in reliance on Section 4 (2) of that Act.

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

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 5, 2013	By:	/s/ Stephen W. Theriot
		Stephen W. Theriot, Chief Financial Officer (duly authorized officer and principal financial and accounting officer)

	EXHIBIT INDEX

Exhibit No.

	3.3		-	Articles Supplementary, 5.40% Series L Cumulative Redeemable Preferred Shares of	*
				Beneficial Interest, liquidation preference $25.00 per share, no par value – Incorporated by
				reference to Exhibit 3.6 to Vornado Realty Trust’s Registration Statement on Form 8-A
				(File No. 001-11954), filed on January 25, 2013

	3.49		-	Forty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership,	*
				dated as of January 25, 2013 – Incorporated by reference to Exhibit 3.1 to Vornado Realty
				L.P.’s Current Report on Form 8-K (File No. 001-34482), filed on January 25, 2013

	10.46	**	-	Letter Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated	*
				February 27, 2013. Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust’s
				Current Report on Form 8-K (File No. 001-11954), filed on February 27, 2013

	10.47	**	-	Waiver and Release between Vornado Realty Trust and Michael D. Fascitelli, dated	*
				February 27, 2013. Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust’s
				Current Report on Form 8-K (File No. 001-11954), filed on February 27, 2013

	10.48		-	Amendment to June 2011 Revolving Credit Agreement dated as of March 28, 2013, by and	*
				among Vornado Realty L.P., as Borrower, the banks listed on the signature pages, and
				J.P. Morgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to
				Exhibit 10.48 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter
				ended March 31, 2013 (File No. 001-11954), filed on May 6, 2013

	10.49		-	Amendment to November 2011 Revolving Credit Agreement dated as of March 28, 2013, by	*
				and among Vornado Realty L.P., as Borrower, the banks listed on the signature pages, and
				J.P. Morgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to
				Exhibit 10.49 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter
				ended March 31, 2013 (File No. 001-11954), filed on May 6, 2013

	10.50	**	-	Form of Vornado Realty Trust 2013 Outperformance Plan Award Agreement. Incorporated	*
				by reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form 10-Q
				for the quarter ended March 31, 2013 (File No. 001-11954), filed on May 6, 2013

	10.51	**	-	Employment agreement between Vornado Realty Trust and Stephen W. Theriot dated
				June 1, 2013

	15.1		-	Letter regarding Unaudited Interim Financial

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

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

	32.1		-	Section 1350 Certification of the Chief Executive Officer

	32.2		-	Section 1350 Certification of the Chief Financial Officer
				______________________________
		*		Incorporated by reference
		**		Management contract or compensation agreement


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