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NAREIT ANNUAL CONFERENCE NOVEMBER 2019

NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

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Page 1: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

NAREIT ANNUAL CONFERENCENOVEMBER 2019

Page 2: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

1

OVERVIEW

BEST-IN-CLASSASSETS

UNIQUE & SCALABLE PENN DISTRICT OPPORTUNITY

LEADING OPERATINGPLATFORM

FORTRESS BALANCE SHEET

TRACK RECORD OF VALUE CREATION

NEW YORK CITYFOCUSED

Page 3: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

2

HEADER TEXT HEREDEEP, TALENTED & EXPERIENCED MANAGEMENT TEAM

MIKE DOHERTY

President & CEO of BMS

MATTHEW IOCCO

Executive Vice President, Chief Accounting Officer

MARK HUDSPETH

Executive Vice President, Head of Capital Markets

FRED GRAPSTEIN

Executive Vice President, Hotel Pennsylvania

EDWARD P. HOGAN, JR.

Executive Vice President, Retail Leasing

ROBERT ENTIN

Executive Vice President, Chief Information Officer

JOSH GLICK

Senior Vice President, Office Leasing

PAUL C. HEINEN

Senior Vice President, Office Leasing, theMART

DAVID BELLMAN

Senior Vice President, Development Design

& Construction

GEOFF SMITH

Senior Vice President, Development

LISA VOGEL

Senior Vice President, Marketing

ELI ZAMEK

Senior Vice President, Development Design

& Construction

STEVE SANTORA

Senior Vice President, Financial Operations

JESSICA ROSS

Senior Vice President, Financial Planning & Analysis

NICK STELLO

Senior Vice President, IT Infrastructure

THOMAS SANELLI

Executive Vice President & Chief Financial Officer,

New York

CRAIG STERN

Executive Vice President, Tax & Compliance

GARY HANSEN

Senior Vice President &Controller - Alexander’s

CATHERINE CRESWELL

Senior Vice President, Investor Relations

RICH FAMULARO

Senior Vice President, Controller

FRANK MAIORANO

Senior Vice President, Tax & Compliance

MYRON MAURER

Chief Operations Officer, theMART

GASTON SILVA

Chief Operations Officer

SUSAN MCCULLOUGH

Senior Vice President, theMART - Tradeshows

ELANA BUTLER

Senior Vice President, Retail Leasing Counsel

PAMELA CARUSO

Senior Vice President, Office Leasing Counsel

ALAN RICE

Senior Vice President, Corporation Counsel

CLIFF BROSER

Senior Vice President, Acquisitions & Capital Markets

ADAM GREEN

Senior Vice President, Acquisitions & Capital Markets

MARIO RAMIREZ

Senior Vice President, Acquisitions & Capital Markets

RICHARD RECZKA

Senior Vice President, Acquisitions & Capital Markets

JAN LACHAPELLE

Senior Vice President, Acquisitions & Capital Markets

GLEN WEISS

Executive Vice President,Office Leasing

Co-Head of Real Estate

STEVEN ROTH

Chairman of the Board and Chief Executive Officer

BARRY S. LANGER

Executive Vice President, Development

Co-Head of Real Estate

HAIM S. CHERA

Executive Vice President, Head of Retail

DAVID R. GREENBAUM

Vice Chairman

JOSEPH MACNOW

Executive Vice President, Chief Financial Officer,

Chief Administrative Officer

MICHAEL J. FRANCO

President

C O R P O R AT EO F F I C E R S

E X E C U T I V EV I C E

P R E S I D E N T S

S E N I O RV I C E

P R E S I D E N T S

Page 4: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

3

NEW YORK CITY IS OUR HOME & CONTINUES TO BE A MAGNET FOR TALENT AND COMPANIES

ECONOMIC GROWTH LABOR POOL

INNOVATIONTALENT ATTRACTION

• New York City has captured the greatest share of US (8.9%) and Global GDP (2.6%) of all cities between 2010-2018

• New York City created more jobs than peers across a diverse set of industries, while Tier 2 fast-growing cities are more heavily skewed to technology

• New York City has a growing population of educated individuals (net in-migration of 33K people with bachelor degrees between 2014-2017)

• New York City is leading in new companies formed (e.g., start-up density of 154.7 new businesses per 1000 vs. 150.4 for San Francisco)

• New York City has reached $13B of VC funding in start-ups so far this year and captured 16% of total U.S. VC funding, second only to San Francisco

• New York City is the leading city for talent attraction domestically (#1 city for top U.S. college graduates) and abroad (31% H1B visa approvals)

• New York City has the most ultra high net worth individuals globally and is growing

Source: McKinsey & Co., PwC / CB Insights MoneyTree

Page 5: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

4

RATIONALE FOR OWNING VORNADO STOCK

• Attractive common dividend yield of 4.0%1

• Trading at a significant discount to NAV

• Deep, talented, proven management team

• Fortress balance sheet with substantial cash and available liquidity (~$3.36 billion today and growing) to fund Penn District and take advantage of future investment opportunities

• Only significant way to invest publicly in fast growing West Side of Manhattan

• Growth from Penn District redevelopment – over 9 million SF existing portfolio with significant NOI upside and value creation

– 6.8 million SF of office with average in-place rents of $67 PSF; neighboring properties to the west asking rents range from $98-225 PSF2

– 5.2 million SF under development now, which is being self-financed with cash from 220 CPS• Farley Building (845,000 rentable SF) development in process• PENN 1 redevelopment in process• PENN 2 transformation (1.8 million rentable SF) to commence in 1Q20

– Hotel Pennsylvania site (2.8 million rentable SF of development) – Other development sites

• Internal growth over time from highly sought-after existing assets (e.g., 770 Broadway, 555 California Street, theMART)

• Largest owner of LEED certified buildings in New York City with 26 million SF

• Management has consistently acted to create shareholder value

1. As of 11/7/2019 market close.2. As of 9/30/2019.

Page 6: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

5

FORTRESS BALANCE SHEET

• Investment grade debt — Baa2/BBB

• $2.1 BN in revolver capacity

• $1.0 BN in cash1

• Weighted average debt maturity — 3.6 years

• ~$9 BN of unencumbered assets

(Amounts in millions)

SEPTEMBER 30, 2019

Secured debt $ 5,674

Unsecured debt 1,855

Pro rata share of non-consolidated debt 2,807

Less: noncontrolling interests' share of consolidated debt (484)

Total debt 9,852

Projected cash proceeds from 220 Central Park South (1,787)

Cash, restricted cash and marketable securities1 (995)

Net Debt $ 7,070

TTM EBITDA, as adjusted2 $ 1,119

Net Debt/EBITDA, as adjusted 6.3x

1. Includes $105 million 150 West 34th Street loan participation and deducts potential special dividend of approximately $390 million.2. See page 30 for non-GAAP reconciliation.

Page 7: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

6

HEADER TEXT HERE

Fron

t St

Fron

t St

Water S

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Wagner St

Esse

x St

Fors

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St

Chry

stie

St

Delancey St

Grand St

Hester St

Broome St

James St

Chur

ch S

t Ch

urch

St

South St

Rutgers StRutgers

Slip

Montgomery StJackson

St

Pear

l St

Wate

r St

Wall St

Fulton StLiberty St

Pear

l St

Battery Pl

John St

Greenwich St

Greenwich St

West St

Gree

nwich

St Na

ssau

St

Barclay St

North

End

Av

Chambers St

Duane St

W. B

road

way

Woo

ster

Thom

pson

St

Sullii

van

St

Reade St

Laight StVestry St

Watts St

St. J

ames

Pl

Colum

bia S

t

Broome St

Waverly PlWashington Sq N.

Washington Sq S.

Waverly Pl

Greenwich Av

W. 4th St

Commerc

eStBarrow StChrist

opher St

W. 10th St

W. 11th St

Bank St

Spring St

Bleecker St

Bleecker St

Hudson St

E. 4th St

St. Marks Pl

Gansevoort St

W. 10th St

E. 4th St

E. 8th St

E. 10th StE. 11th StE. 12th St

E. 1st St

Av A

Av B

Av C

Av D

Av A

Av B Av

C

Av D

W. 20th St W. 20th St

Av CE. 20th St

W. 28th St E. 28th StE. 28th St

W. 51st St

W. 59th St

W. 70th St

E. 66th St

E. 70th St

E. 51st St

E. 54th StW. 54th St

E. 59th St

E. 30th StE. 30th St

5th A

v

Unive

rsity

Pl

Pearl St

Trini

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Wes

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3rd A

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2nd A

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Lexin

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Av

12th

Av

12th Av

Broa

dway

Broa

dway

Broa

dway

W. B

road

way

Av of the Americas

Varick StHudson St

W. Houston St

West Side Expwy

West St

Park Row

Whitehall St

State St

E. Broadway

Grand St

Pike St

Canal St

Canal St Allen

St

Bowery

Delancey St

E. Houston St

E. Houston St

Av of the Americas

7th Av

Bowery

4th Av

2nd A

v

3rd A

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3rd A

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Park

Av S

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Mad

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5th A

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2nd A

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1st A

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2nd A

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1st A

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8th A

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E. 14th StE. 14th StW. 14th StW. 14th St

10th

Av

9th A

v

8th A

v

10th

Av

11th

Av

9th A

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8th A

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7th A

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9th A

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8th A

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7th A

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2nd A

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1st A

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erica

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W. 23rd St E. 23rd StW. 23rd St

W. 34th StW. 34th St E. 34th St

W. 42nd St E. 42nd St

W. 57th St E. 57th St

W. 66th StE. 65th St

ColumbusCircle

Lafa

yette

St

Cent

re S

tLa

fayett

e St

Cent

re S

t

65th StTransverse

E. 40th St

STUYVESANTTOWN

Broad St

Broad St

Exchange

Veesey StFulton St

OneWorldTrade

Chur

ch S

tCh

urch

St

HollandTunnel

Hudson St

Varick St

Greenwich St

Washington St

Washington St

7th Av

Broa

dway

Lafay

ette S

t

Grand StGrand St

Prince St

WashingtonSquare Park

Stanton St

Rivington

E. 2nd St

E. 5th St

Williamsburg Bridge

Manhattan Bridge

Brooklyn Bridge

Pine St

StatonIsland Ferry

WhitehallTerminal

FDR Driv

e

FDR

Drive

FDR Drive

FDR Driv

e

BatteryPark

Holland Tunnel

Holland Tunnel

UnionSquare

Park

StuyvesantSquare

GramarcyPark

Gramarcy Pk N

USQ

W

MadisonSquare

Park

Hudson Park

High

Line

High

Line

High Line

High

Line

High

Line

W. Houston St

N Moore St

Harrison St

Franklin StFranklin St

Beach St

Worth St

Park Pl

Willi

am S

t

Beekman St

BryantPark

GRAND CENTRAL

PLAZADISTRICT

ROCK

EFEL

LER

CEN

TER

MIDTOWN

MURRAYHILL

EAST SIDE

LOWEREAST SIDE

LITTLE ITALY

CITY HALL

INSURANCE

TRIBECA

UNION SQUARE

GRAMERCY

HUDSON SQUARE

GREENWICHVILLAGE

WESTVILLAGE

EASTVILLAGE

SOHO

CHELSEA

FLATIRON

UPPER EAST SIDEUPPER WEST SIDE

CHINATOWN

UNITEDNATIONS

COLUMBUS CIRCLE

TIMES SQUARE

WORLDFINANCIAL

FINANCIAL EAST

PENN DISTRICT

TIMES SQUARE SOUTH

888 SEVENTH

PENN 2

909 THIRD

770 BROADWAY

330 WEST 34TH

640 FIFTH

1601 BROADWAY

510 FIFTH 330 MADISON

666 FIFTH

689 FIFTH

1290 AVE OF THE AMERICAS

731 LEXINGTON650 MADISON

150 EAST 58TH

715 LEXINGTON595 MADISON

350 PARK

280 PARK

655 FIFTH

PENN 1

PENN 11

4 UNION SQUARE SOUTH

512 WEST 22ND STREET

260 ELEVENTH AVENUE

PENN 15

608 FIFTH AVENUE

85 TENTH AVENUE

61 NINTH AVENUE

606 BROADWAY

100 WEST 33RD

50 WEST 57TH

FARLEY BUILDING

6

Upon completion of the developments in process, the Penn District is expected to represent approximately 33% of NOI

Components of NOI at share - Cash Basis

66%

20%

14%NYC OFFICE

NYC RETAIL

PENN DISTRICT

23%

theMART /555 CALIFORNIA

66

COMPONENTS OF PRO-FORMA NOI AT SHARE - CASH BASIS1

TTM 9/30/19 NOI: $1,169M

1. For the trailing twelve months ended 9/30/19, as adjusted for (i) the April 18th Retail Transaction, (ii) the termination of the ground lease at 608 Fifth Avenue, (iii) 330 Madison Avenue (sold on July 11, 2019), (iv) 3040 M Street (sold on September 19, 2019), and (v) the adjustment to offset the accrual in Q4 2018 for the annual real estate tax increase at theMART. NOI is a non-GAAP measure. See “Non-GAAP Financial Measures” on page 31 of this presentation for additional information.

Page 8: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

7

731 LEXINGTON AVENUE 1290 AVENUE OF THE AMERICAS

M I D T O W N

SELECT NEW YORK CITY OFFICE PROPERTIES

P L A Z A D I S T R I C T

595 MADISON AVENUE 640 FIFTH AVENUE 689 FIFTH AVENUE888 SEVENTH AVENUE 650 MADISON AVENUE

280 PARK AVENUE

330 WEST 34TH STREET

350 PARK AVENUE

PENN 1

61 NINTH AVENUE

PENN 2 THE FARLEY BUILDING

512 WEST 22ND STREET 85 TENTH AVENUE

90 PARK AVENUE

ONE PARK AVENUE

7 WEST 34TH STREET

770 BROADWAY

PENN 11

G R A N D C E N T R A LP E N N D I S T R I C T

M I D T O W N S O U T H PA R K AV E N U E C H E L S E A / M E AT PA C K I N G

Page 9: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

8484-486 BROADWAY435 SEVENTH AVENUE

666 FIFTH AVENUE 510 FIFTH AVENUE

650 MADISON AVENUE 677 MADISON AVENUE595 MADISON AVENUE828-850 MADISON AVENUE

150 WEST 34TH STREET

640 FIFTH AVENUE689 FIFTH AVENUE 697 FIFTH AVENUE 655 FIFTH AVENUE

1540 & 1535 BROADWAY4 UNION SQUARE

SELECT NEW YORK CITY STREET RETAIL PROPERTIES

Page 10: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

9

theMART

theMART building (Chicago) – best example of contemporary office space outside of Silicon Valley. Transformed from a showroom building to the premier creative and tech hub in the Midwest, resulting in significant earnings growth and value creation

• 3,674,000 SF building – 95.0% Occupancy at 9/30/19

• Located in River North, the hottest submarket in Chicago

• Since 2011, have converted over 950,000 SF from showroom/trade show space to creative office space

• 9/30/19 TTM Cash NOI (non-GAAP)1 of $102.9 million2 versus 2011 Cash NOI of $54.3 million

• In-place escalated rents average $47.73 PSF as of 9/30/19 (office $43.26, showroom $53.21 and retail $55.05)

• In conjunction with the City of Chicago, theMART hosts Art on theMART, a curated series of digital artwork projects by renowned artists across the 2.5 acre exterior river-façade of theMART. The installation is the largest permanent digital art projection in the world.

Major Tenants: – Motorola Mobility (guaranteed by Google)

– ConAgra Foods Inc. – 1871 – Kellogg's

– Allscripts Healthcare

– Yelp Inc. – Paypal, Inc. – Razorfish – Allstate Insurance – Steelcase

– Herman Miller1. See page 32 for non-GAAP reconciliation.2. The 9/30/19 TTM Cash NOI includes the add back of (i) free rent and (ii) the adjustment to offset the accrual in Q4 2018

for the annual real estate tax increase which is billed to tenants throughout 2019.

Page 11: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

10

555 California Street – the franchise office building in San Francisco and arguably the most iconic building on the west coast.

• 1,819,000 SF complex – 100.0% occupancy at 9/30/19

• 9/30/19 TTM Cash NOI (non-GAAP)1 of $60.9 million at share

• In-place escalated rents average $80.96 PSF as of 9/30/19, which are significantly below market

Major Tenants: – Bank of America – Blue Shield – Centerview Partners – Dodge & Cox – Fenwick & West LLP – Goldman Sachs – Jones Day

– Kirkland & Ellis LLP – KKR – Lending Home Corporation – McKinsey & Company – Microsoft – Morgan Stanley – Sidley Austin – UBS

555 CALIFORNIA STREET

1. See page 32 for non-GAAP reconciliation.

Page 12: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

11

HEADER TEXT HERENATIONALLY RECOGNIZED, INDUSTRY-LEADING SUSTAINABILITY PROGRAM SUSTAINABILITY

SM

6-time Energy Star Partner of the Year; Sustained Excellence recipient 2019.

Largest owner of LEED certified buildings in New York City with over 26 million square feet. All new commercial developments will be, at minimum, LEED Gold certified.

NAREIT Leader in the Light award 10 years in a row.

Global Real Estate Sustainability Benchmark (GRESB) “Green Star” since 2013, 7th year in a row. Our score of 91 ranks #4 out of 62 Listed (i.e. public) companies in the Americas region, and #59 out of the total 964 respondents.

The Climate Group EP100 Member for commitment to 35% reduction in energy efficiency by 2026.

22% reduction in same-store greenhouse gas emission since 2009.

Our marquee assets 731 Lexington Avenue and theMART are among the first buildings to achieve Fitwel certification.

Page 13: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

www.vno.com

W H E R E TA L E N T I S O U R C L I E N T

12

Page 14: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

HEADER TEXT HERE

P E N ND I S T R I C TH U D S O N

Y A R D S

C H E L S E A

T I M E SS Q U A R E

M I D T O W NH E L L ’ S

K I T C H E N

U P P E RE A S T S I D E

U P P E RW E S T S I D E

M I D T O W NS O U T H

F L A T I R O ND I S T R I C T

F I N A N C I A LD I S T R I C T

N E WJ E R S E Y

B R O O K L Y N

Q U E E N S

W E S TV I L L A G E

G R E E N W I C HV I L L A G E

E A S TV I L L A G E

L O W E RE A S T S I D E

T R I B E C A

S O H O

G A R M E N TD I S T R I C T

13

N E WJ E R S E Y

M A R Y L A N D

D E L A W A R E

M A S S A C H U S E T T S

N E W Y O R K

P E N N S Y LVA N I A

V I R G I N I A

C O N N E C T I C U T

R H O D EI S L A N D

PHILADELPHIA1 HOUR & 15 MINUTES

BOSTON3 HOURS & 30 MINUTES

WASHINGTON D.C.3 HOURS

PENN STATION / MOYNIHAN

TRAIN HALL IS THE

LINCHPIN OF THE

NORTHEAST INNOVATION

CORRIDOR

THE PENN DISTRICT IS THE EASIEST NEIGHBORHOOD TO GET TO AND SITS IN THE EPICENTER OF MANHATTAN.

Penn Station, including Moynihan Train Hall, is the busiest transportation hub in North America. Home to the Long Island Rail Road, New Jersey Transit, Amtrak and several subway lines.

Page 15: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

14

“IN EVERY GREAT GLOBAL CITY, THE MOST VALUABLE REAL ESTATE STANDS ATOP THE MAJOR TRANSPORTATION HUB.“

ONCE REDEVELOPED, THE

VORNADO PENN DISTRICT

HOLDINGS WILL JOIN THE LIST.

- JLL RESEARCH, 4/23/19

Page 16: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

15

REAL ESTATE ON TOP OF MAJOR TRANSIT HUBS COMMANDS PREMIUM RENTS & THE HIGHEST VALUES

T O K YO M I R A I N A T O W E R - S H I N J U K U S TAT I O NH O N G K O N G I C C - K O W L O O N / W E S T K O W L O O N S TAT I O N

L O N D O N K I N G ’ S C R O S S - K I N G ’ S C R O S S / S T PA N C R A S S TAT I O N S H A N G H A I I C C / S H A N G H A I I A P M - S O U T H S H A A N X I S TAT I O N

OUTLINE OF INTERNATIONAL TRANSIT HUB OVER THE PENN DISTRICT

Page 17: NAREIT ANNUAL CONFERENCE NOVEMBER 2019 · Source: McKinsey & Co., PwC / CB Insights MoneyTree. 4 RATIONALE FOR OWNING VORNADO STOCK • 1Attractive common dividend yield of 4.0%

HIGH LINE

FARLEY PARK

MOYNIHAN TRAIN HALL

FARLEY

EMPIRESTATE

BUILDING

JACOB K. JAVITS CONVENTION CENTER MACY’S

MADISON SQUAREGARDEN

PLAZA33

PENN 11

100 WEST 33RD STMANHATTAN MALL

PENN 1330 WEST34TH ST

7 WEST34TH ST

PENN 15(HOTEL PENN)

PENN 2

31ST STREET

32ND STREET

33RD STREET

30TH STREET

27TH STREET

29TH STREET

26TH STREET

25TH STREET

8T

H A

VE

NU

E

7TH

AV

EN

UE

5T

H A

VE

NU

EBR

OA

DW

AY

9T

H A

VE

NU

E

10T

H A

VE

NU

E

11T

H A

VE

NU

E

34TH STREET

35TH STREET

36TH STREET

37TH STREET

38TH STREET

39TH STREET

6T

H A

VE

NU

E

TRAINS FOR MOYNIHAN TRAIN HALL AND PENN STATION BELOW

7

6

6

D

B

M

FQ

N

R

1

2

3

1

A

C

E

RN

W

CA

E21

3Q

N

RW

FM

BD

7

ESTIMATED OPENING

2022

T H E P E N N D I S T R I C T

H U D S O N YA R D S

HUDSONR IVER

M A N H AT TA N W E S T

650,000RIDERS PER DAY

Metro-NorthRailroad

UNIQUE VALUE CREATION OPPORTUNITY

• Existing office leasable space of 6.8MM SF with average in-place rents of $67 PSF(1)

• Hudson Yards to the west asking rents range from $98-225 PSF(1)

• Transformation of the neighborhood, including from $3B of public investment, will enormously enhance the value of the Penn District’s office and retail holdings

VORNADO OWNED PROPERTIES 16

THE PENN DISTRICTTHE EPICENTER OF THE NEW NEW YORK

1. As of 9/30/2019

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TRANSFORMATION OF THE PENN DISTRICT IS UNDERWAY

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DEVELOPMENT TIMELINE

2020EXPECTED COMPLETION DATE: FUTURE20222021

PENN 15

260 ELEVENTH

OTHER PENN DISTRICTDEVELOPMENT

OPPORTUNITIES

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HEADER TEXT HERE

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(Amounts in thousands, except square feet)

THE PENN DISTRICTACTIVE DEVELOPMENT/REDEVELOPMENT SUMMARY - AS OF SEPTEMBER 30, 2019

(2)

(5)

ACTIVE PENN DISTRICT PROJECTS PROPERTY RENTABLE SQ. FT. BUDGET (1) AMOUNT

EXPENDEDREMAINDER TOBE EXPENDED

STABILIZATIONYEAR

PROJECTEDINCREMENTAL CASH YIELD

Farley (95% interest) 845,000 1,030,000 528,080 501,920 2022 7.4%

PENN 2 - as expanded 1,795,000 750,000 34,372 715,628 2024 8.4%

PENN 1(3) 2,544,000 325,000 57,355 267,645 N/A 13.5% (3)(4)

Districtwide Improvements N/A 100,000 5,372 94,628 N/A N/A

Total Active Penn District Projects 2,205,000 625,179 1,579,821 8.3%

1. Excluding debt and equity carry.2. Net of anticipated historic tax credits.3. Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.5% projected return is before the ground rent reset in 2023, which may be material.4. Achieved as existing leases roll; average remaining lease term 5.0 years.5. Expected to be funded from our balance sheet, principally from 220 CPS net sales proceeds.

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

Capital to fund these projects comes entirely from 220 CPS proceeds

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SIGNIFICANT DRY POWDER AVAILABLE FOR CURRENT PIPELINE & FUTURE INVESTMENTS

INVESTMENTOPPORTUNITIES

PENN 15

260 ELEVENTH

SOURCES USESAVAILABLE TO FUND

FUTURE GROWTH

FARLEY COSTTO COMPLETE2

502,000

PENN 1 COSTTO COMPLETE

268,000

PENN 2 COST TO COMPLETE

716,000

DISTRICTWIDEIMPROVEMENTS

95,000

(Amounts in thousands)

$2,782,000 $1,581,000 $1,201,0003

1. Includes restricted cash, marketable securities and 150 West 34th Street loan participation, as of 9/30/19, and deducts potential special dividend of approximately $390 million.2. Farley development costs at our share, net of anticipated historic tax credits.3. Does not include $1.83 billion of preferred equity received as part of the Retail Transaction.

220 CPS REMAININGNET PROCEEDS

1,787,000

CASH AS OF 9/30/191

995,000

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FARLEYUNIQUE HORIZONTAL CAMPUS DIRECTLY ON TOP OF TRANSPORTATION

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FARLEYOFFICE INTERIORS & ROOFTOP PARK

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PENN 134TH STREET ENTRANCE

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PENN 1LOBBY, AMENITY SPACE & PLAZA33

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PENN 2TRANSFORMATIVE REDEVELOPMENT

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New rooftop terrace

New penthouse duplex

Two exterior loggias located on all floors

New 4,000 SF town hall space

New modern curtain wall

Two Bustle floors, 44,000 RSF each, featuring double height ceilings and column free space

New triple height lobby located off of 33rd Street tree lined plaza

PENN 2REDEVELOPMENT FEATURES

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PENN 27TH AVENUE & 33RD STREET LOBBY

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APPENDIX

2828

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NON-GAAP FINANCIAL MEASURES

This investor presentation contains certain non-GAAP financial measures, including net operating income (“NOI”) and earnings before interest, taxes, depreciation and amortization (“EBITDA”).

NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies. We calculate NOI on an Operating Partnership basis which is before allocation to the noncontrolling interest of Vornado Realty L.P. (the "Operating Partnership").

EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA is essentially NOI less general and administrative expenses. We use EBITDA as a secondary non-GAAP measure primarily in the context of a net debt to EBITDA ratio. We calculate EBITDA on an Operating Partnership basis which is before allocation to the noncontrolling interest of Vornado Realty L.P. (the "Operating Partnership").

A reconciliation of NOI and EBITDA to net income, the most directly comparable GAAP measure, is provided on the following pages.

These non-GAAP financial measures are used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. These metrics do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund obligations and should not be considered as an alternative to net income as performance measures or cash flow as liquidity measures. These non-GAAP metrics may not be comparable to similarly titled measures employed by other companies.

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Reconciliation of Net income attributable to the Operating Partnership to EBITDA and EBITDA, as adjusted for the trailing twelve months ended September 30, 2019

NON-GAAP RECONCILIATIONS

(Amounts in millions)

For the TTM September 30, 2019

Net income attributable to the Operating Partnership $ 3,259 Interest and debt expense 410Depreciation and amortization 535Income tax expense 114

EBITDA 4,318Adjustments, net (1) (3,199)

EBITDA, as adjusted $ 1,119

1. Includes our share of gain on transfer to Fifth Avenue and Times Square JV, income from our sold properties, our Real Estate Fund, gains on sale of real estate, impairment losses, change in fair value of marketable securities, gains on sale of 220 CPS condominium units and other adjustments.

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(Amounts in millions)

NON-GAAP RECONCILIATIONS

For the TTM Ended

September 30, 2019

Net income $ 3,271Depreciation and amortization expense 439General and administrative expense 163Transaction related costs, impairment losses and other 118Income from partially owned entities (59)Loss from real estate fund investments 65Interest and other investment income, net (24)Interest and debt expense 310Net gain on transfer to Fifth Avenue and Times Square JV (2,571)Net gains on disposition of wholly owned and partially owned assets (723)Purchase price fair value adjustment (44)Income tax expense 113NOI from partially owned entities 297NOI attributable to noncontrolling interests in consolidated subsidiaries (72)Adjustment for Retail Transaction1 (60)Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other2 (23)Total NOI at share - Cash Basis 1,200Other Investments NOI - Cash Basis (31)

NOI at share - Cash Basis $ 1,169

For the TTM Ended

September 30, 2019

New York:Office (includes $27MM of BMS NOI) $ 700Retail2 230Residential 22 Alexander's 45Hotel Pennsylvania 7

1,004

Other:theMART (including trade shows)2 105555 California Street 60

165

NOI at share - Cash Basis excluding other investments $ 1,169

Reconciliation of Net income to Pro-Forma NOI at share - Cash Basis for the trailing twelve months ended September 30, 2019

Pro-Forma NOI at share - Cash Basis by segment:

1. Adjustment for the April 18th Retail Transaction impact on NOI.2. Includes adjustment for Topshop at 608 Fifth Avenue, 330 Madison Avenue (sold July 11, 2019), 3040 M Street (sold September 19, 2019) and the adjustment to offset

the accrual in Q4 2018 for the annual real estate tax increase at theMART.

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For the TTM Ended September 30, 2019 at share

For the Year EndedDecember 31, 2012 at share

Net income (loss) $ 15.3 $ (4.6) Interest and debt expense 17.3 22.0 Depreciation and amortization 26.6 28.5 Income tax expense 0.8 0.3

EBITDA 60.0 46.2Non-cash adjustments and other (0.6) (9.1)

NOI at share - Cash Basis 59.4 37.1Free rent 1.5 1.1

NOI at share - Cash Basis as adjusted $ 60.9 $ 38.2

For the TTM EndedSeptember 30, 2019

For the Year EndedDecember 31, 2011

Net income (loss) $ 24.1 $ (4.5) Interest and debt expense 18.7 31.2

Depreciation and amortization 40.3 21.6

EBITDA 83.1 48.3Non-cash adjustments and other 5.3 3.1

NOI - Cash Basis 88.4 51.4Real estate tax expense adjustment 9.0 —

Free rent 5.5 2.9

NOI - Cash Basis as adjusted $ 102.9 $ 54.3

Reconciliation of theMART Net income to EBITDA, NOI - Cash Basis and NOI - Cash Basis as adjusted for the year ended December 31, 2011 and for the trailing twelve months ended September 30, 2019

Reconciliation of 555 California Street Net income to EBITDA, NOI at share - Cash Basis and NOI at share - Cash Basis as adjusted for the year ended December 31, 2012 and for the trailing twelve months ended September 30, 2019

(Amounts in millions)

NON-GAAP RECONCILIATIONS

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NAREIT ANNUAL CONFERENCENOVEMBER 2019