UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
 
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934	
 
For the Fiscal Year Ended:	December   31, 2008	

OR
 
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934	
 
For the transition period from	to	 	
 
Commission File Number:	000-22635	 	

VORNADO REALTY L.P.
(Exact name of Registrant as specified in its charter)
 
Delaware	 	13-3925979	
(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)	
 
Registrant’s telephone number including area code:	(212) 894-7000	
 
Securities registered pursuant to Section 12(b) of the Act:
 
NONE
 
Securities registered pursuant to Section 12(g) of the Act:
Class A Units of Limited Partnership Interest
Series A Preferred Units of Limited Partnership Interest
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
YES  x      NO  o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES  o      NO  x
 
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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
 
There is no public market for the Class A units of limited partnership interest. Based on the June 30, 2008 closing share price of Vornado Realty Trust’s common shares, which are issuable upon redemption of the Class A units, the aggregate market value of Class A units held by non-affiliates of the registrant, i.e. by persons other than Vornado Realty Trust and its officers and trustees, was $1,237,068,000 at June 30, 2008.

Documents Incorporated by Reference
 
Part III : Portions of Vornado Realty Trust’s Proxy Statement for Annual Meeting of Shareholders to be held on May 14, 2009.

 

 

INDEX

 	Item	Financial Information:	Page Number	
 	 	 	 	
PART I.	1.	Business	4	
 	 	 	 	
 	1A.	Risk Factors	9	
 	 	 	 	
 	1B.	Unresolved Staff Comments	20	
 	 	 	 	
 	2.	Properties	20	
 	 	 	 	
 	3.	Legal Proceedings	57	
 	 	 	 	
 	4.	Submission of Matters to a Vote of Security Holders
Executive Officers of the Registrant	58	
 	 	 	 	
PART II.	5.	Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities	59	
 	 	 	 	
 	6.	Selected Financial Data	61	
 	 	 	 	
 	7.	Management’s Discussion and Analysis of Financial Condition and
Results of Operations	62	
 	 	 	 	
 	7A.	Quantitative and Qualitative Disclosures about Market Risk	112	
 	 	 	 	
 	8.	Financial Statements and Supplementary Data	113	
 	 	 	 	
 	9.	Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure	170	
 	 	 	 	
 	9A.	Controls and Procedures	170	
 	 	 	 	
 	9B.	Other Information	172	
 	 	 	 	
PART III.	10.	Directors, Executive Officers and Corporate Governance (1)	172	
 	 	 	 	
 	11.	Executive Compensation (1)	172	
 	 	 	 	
 	12.	Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters (1)	172	
 	 	 	 	
 	13.	Certain Relationships and Related Transactions, and Director Independence (1)	172	
 	 	 	 	
 	14.	Principal Accounting Fees and Services	173	
 	 	 	 	
PART IV.	15.	Exhibits and Financial Statement Schedules	173	
 	 	 	 	
Signatures	 	 	174	

_______________________
(1)	These items are omitted in whole or in part because Vornado Realty Trust, the registrant’s sole general partner, will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission not later than 120 days after December 31, 2008, portions of which are incorporated by reference herein. Information regarding Executive Officers of Vornado Realty Trust appears on page 58 of this Annual Report on Form 10-K.	

2

 

FORWARD-LOOKING STATEMENTS
 
Certain statements contained herein 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 Annual Report on Form 10-K. We also note the following forward-looking statements: in the case of our development projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
 
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 Annual Report on Form 10-K 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 Annual Report on Form 10-K.

3

 

PART I
ITEM 1.	BUSINESS	
THE COMPANY
Vornado Realty L.P. (the “Operating Partnership” and/or the “Company”) is a Delaware limited partnership. Vornado Realty Trust (“Vornado”) is the sole general partner of, and owned approximately 90.6% of the common limited partnership interest in, the Operating Partnership at December 31, 2008. All references to “we,” “us,” “our,” the “Company” and the “Operating Partnership” refer to Vornado Realty L.P. and its consolidated subsidiaries.
 
As of December 31, 2008, we own directly or indirectly:
 
Office Properties :
(i)       all or portions of 28 office properties aggregating approximately 16.1 million square feet in the New York City metropolitan area (primarily Manhattan);
 
(ii)      all or portions of 84 office properties aggregating 17.7 million square feet in the Washington, DC / Northern Virginia areas;
 
(iii)     a 70% controlling interest in 555 California Street, a three-building complex aggregating 1.8 million square feet in San Francisco’s financial district;
 
Retail Properties :
(iv)     176 retail properties in 21 states, Washington, DC and Puerto Rico aggregating approximately 21.9 million square feet, including 3.7 million square feet owned by tenants on land leased from us;
 
Merchandise Mart Properties :
(v)      8 properties in 5 states and Washington, DC aggregating approximately 8.9 million square feet of showroom and office space, including the 3.5 million square foot Merchandise Mart in Chicago;
 
Toys “R” Us, Inc. :
(vi)     a 32.7% interest in Toys “R” Us, Inc. which owns and/or operates 1,561 stores worldwide, including 847 stores in the United States and 714 stores internationally;
 
Other Real Estate Investments :
 
(vii)    32.5% of the common stock of Alexander’s, Inc. (NYSE: ALX), which has seven properties in the greater New York metropolitan area;
 
(viii)   the Hotel Pennsylvania in New York City, consisting of a hotel portion containing 1.0 million square feet with 1,700 rooms and a commercial portion containing 400,000 square feet of retail and office space;
 
(ix)      mezzanine loans to entities that have significant real estate assets; and
 
(x)      interests in other real estate, including interests in office, industrial and retail properties net leased to major corporations; 6 warehouse/industrial properties in New Jersey containing approximately 1.2 million square feet; and other investments and marketable securities.

4

 

OBJECTIVES AND STRATEGY
Our business objective is to maximize Vornado’s shareholder value. We intend to achieve this 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;	
 	•	Investing in fully-integrated operating companies that have a significant real estate component; and	
 	•	Developing and redeveloping existing properties to increase returns and maximize value.	
 
We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from possible asset sales and by accessing the public and private capital markets.
 
BUSINESS ENVIRONMENT
 
In the second half of 2007 the residential mortgage and capital markets began showing signs of stress, primarily in the form of escalating default rates on sub-prime mortgages, declining home values and increasing inventory nationwide. In 2008, the “credit crisis” spread to the broader commercial credit and financial markets resulting in illiquidity and volatility in the bond and equity markets. We are currently in an economic recession which has negatively affected all businesses, including ours. During the past year, real estate transactions have diminished significantly and capitalization rates have risen. Our real estate portfolio may be affected by declining demand for office and retail space and tenant bankruptcies, which may result in lower average occupancy rates and effective rents, and a corresponding decrease in net income and cash flow. In addition, the value of our assets, including investments in joint ventures, marketable securities, and mezzanine loans may also decline, and may result in impairment charges and/or valuation allowances and a corresponding decrease in net income.
 
ACQUISTIONS
 
There were no material real estate acquisitions or investments in partially owned entities and mezzanine loans during 2008.

5

 

DISPOSITIONS
 
On March 31, 2008, we sold our 47.6% interest in Americold, our Temperature Controlled Logistics segment, for $220,000,000, in cash, which resulted in a net gain of $112,690,000.
 
On June 6, 2008, we sold our Tysons Dulles Plaza office building complex located in Tysons Corner, Virginia for approximately $152,800,000, in cash, which resulted in a net gain of $56,831,000.
 
Pursuant to the sale of GMH Communities L.P. (“GMH”) military housing division and the merger of its student housing division with American Campus Communities, Inc (“ACC”) (NYSE: ACC), in June 2008 we received an aggregate of $105,180,000, consisting of $82,142,000 in cash and 753,126 shares of ACC common stock valued at $23,038,000 based on ACC’s then closing share price of $30.59, in exchange for our entire interest in GMH. We subsequently sold all of the ACC common shares. The above transactions resulted in a net gain of $2,038,000. The aggregate net income realized from inception of this investment in 2004 through its disposition was $77,000,000.
 
FINANCING ACTIVITIES
During 2008 we completed approximately $1.3 billion of property level financings and repaid approximately $241,000,000 of existing debt with a portion of the proceeds. In addition, we purchased $81,540,000 (aggregate face amount) of our 4.50% senior unsecured notes due August 15, 2009, for $80,408,000 in cash, resulting in a net gain on extinguishment of debt of $783,000. Vornado also purchased $10,200,000 and $17,300,000 (aggregate face amounts) of its 3.63% and 2.85% convertible senior debentures, respectively, for an aggregate of $18,080,000 in cash, resulting in a net gain on extinguishment of debt of $9,037,000.

The net proceeds we received from dispositions and financings above were used primarily for general corporate purposes. We may seek to obtain additional capital through equity offerings, debt financings or asset sales, although there is no express policy with respect to these capital markets transactions. We may also offer our partnership units in exchange for property and may repurchase or otherwise reacquire our partnership units or any other securities in the future.

6

 

DEVELOPMENT AND REDEVELOPMENT PROJECTS
 
We are currently engaged in various development/redevelopment projects for which we have budgeted approximately $1.2 billion. Of this amount, $393.4 million was expended prior to 2008 and $411.5 million was expended during 2008. Substantially all of the estimated costs to complete our development projects are anticipated to be expended during 2009, of which $266.1 million is expected to be funded by existing construction loans.
 
 	 	Our Share of	
($ in millions)
In Progress:	 	Estimated
Completion
Date	    	Estimated
Project
Cost	   	Costs
Expended
in Year Ended
December 31,
2008	    	Estimated
Cost to
Complete	 	
New York Office Properties:	 	 	 	 	 	 	 	 	 	 	 	 	
330 Madison Avenue (25% interest) – rehabilitation of existing building
including new curtain wall, mechanical systems and lobby	 	2011	 	$	27.0	 	$	0.4	 	$	26.5	 	
Other – 2 projects	 	2009	 	 	27.0	 	 	6.9	 	 	19.5	 	
Washington, DC Office Properties:	 	 	 	 	 	 	 	 	 	 	 	 	
West End 25 – redevelopment of former BNA office space to residential apartments	 	2009	 	 	183.0	 	 	31.8	 	 	73.3	 	
1999 K Street – construction of a 250,000 square foot office building	 	2009	 	 	165.0	 	 	50.8	 	 	40.8	 	
220-20 th Street – redevelopment of Crystal Plaza Two office space
to residential apartments	 	2009	 	 	100.0	 	 	43.4	 	 	40.0	 	
Retail Properties:	 	 	 	 	 	 	 	 	 	 	 	 	
Bergen Town Center:
Redevelopment of existing mall containing 950,000 square feet of retail space	 	2009	 	 	202.0	 	 	106.9	 	 	24.4	 	
Construction of an additional 250,000 square feet of retail space adjacent
to the mall	 	2010	 	 	25.0	 	 	2.6	 	 	22.4	 	
North Bergen, New Jersey Ground-up Development – acquisition of
land and construction of 90,000 square feet of retail space and site
work for BJ’s Wholesale Club and Wal-Mart who will construct
their own stores	 	2009	 	 	77.0	 	 	14.2	 	 	12.8	 	
Manhattan Mall – redevelopment and renovation of existing mall,
including construction of new JC Penney store	 	2009	 	 	84.0	 	 	41.7	 	 	28.9	 	
South Hills Mall – conversion of existing mall into a 575,000
square foot strip shopping center	 	2009	 	 	36.0	 	 	16.6	 	 	15.8	 	
Broome & Broadway – redevelopment and renovation of retail and
residential space	 	2009	 	 	32.0	 	 	14.1	 	 	10.2	 	
Beverly Connection – final phase of retail space renovation		2010		 	25.0	 	 	—	 	 	25.0	 	
Garfield – redevelopment of existing warehouse site into a 325,000
square foot strip shopping center	 	2010	 	 	25.0	 	 	13.8	 	 	7.0	 	
Other Properties:	 	 	 	 	 	 	 	 	 	 	 	 	
Residential condominiums in Boston and Pasadena	 	2009	 	 	194.0	 	 	68.3	 	 	50.5	 	
 	 	 	 	$	1,202.0	 	$	411.5	 	$	397.1	 	
 
We are evaluating other development opportunities for which final plans, budgeted costs and financing have yet to be determined.
 
There can be no assurance that any of our development projects will commence, or if commenced, be completed on schedule or within budget.

7

 

SEASONALITY
Our revenues and expenses are subject to seasonality during the year which impacts quarter-by-quarter net earnings and cash flows. The business of Toys “R” Us, Inc. (“Toys”) is highly seasonal. Historically, Toys’ fourth quarter net income, which we record on a one-quarter lag basis in our first quarter, accounts for more than 80% of its fiscal year net income. The Office and Merchandise Mart segments have historically experienced higher utility costs in the first and third quarters of the year. The Merchandise Mart segment also has experienced higher earnings in the second and fourth quarters of the year due to major trade shows occurring in those quarters. The Retail segment revenue in the fourth quarter is typically higher due to the recognition of percentage rental income.
 
TENANTS ACCOUNTING FOR OVER 10% OF REVENUES
None of our tenants accounted for more than 10% of total revenues in each of the years ended December 31, 2008, 2007 and 2006.
 
CERTAIN ACTIVITIES
We are not required to base our acquisitions and investments on specific allocations by type of property. We have historically held our properties for long-term investment; however, it is possible that properties in the portfolio may be sold as circumstances warrant. Further, we have not adopted a policy that limits the amount or percentage of assets which could be invested in a specific property. While we may seek the vote of our unitholders in connection with any particular material transaction, generally our activities are reviewed and may be modified from time to time by Vornado's Board of Trustees without the vote of its shareholders.
 
EMPLOYEES
As of December 31, 2008, we have approximately 3,529 employees, of which 340 are corporate staff. The New York Office Properties segment has 106 employees and an additional 2,054 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services to New York Office properties. The Washington, DC Office, Retail and Merchandise Mart segments have 222, 190 and 585 employees, respectively, and the Hotel Pennsylvania has 523 employees. The foregoing does not include employees of partially owned entities, including Toys or Alexander’s, in which we own 32.7% and 32.5%, respectively.
 
SEGMENT DATA
We operate in the following business segments: New York Office Properties, Washington, DC Office Properties, Retail Properties, Merchandise Mart Properties and Toys. Financial information related to these business segments for the years ended December 31, 2008, 2007 and 2006 are set forth in Note 20 – Segment Information to our consolidated financial statements in this Annual Report on Form 10-K. The Merchandise Mart Properties segment has trade show operations in Canada and Switzerland. The Toys segment has 714 locations internationally. In addition, we have five partially owned nonconsolidated investments in real estate partnerships located in India, which are included in the Other segment.
 
PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 888 Seventh Avenue, New York, New York 10019; telephone (212) 894-7000.
 
MATERIALS AVAILABLE ON VORNADO’S WEBSITE
Copies of Vornado’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding Vornado’s officers, trustees or 10% beneficial owners, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934 are available free of charge through Vornado’s website ( www.vno.com ) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Also available on Vornado’s website are copies of Vornado’s Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on Vornado’s website. Copies of these documents are also available directly from Vornado free of charge. Vornado’s website also includes other financial information, including certain non-GAAP financial measures, none of which is a part of this Annual Report on Form 10-K. We do not have an independent website. Copies of our filings are also available free of charge from Vornado, upon request.

8

 

ITEM 1A. RISK FACTORS
Material factors that may adversely affect our business, operations and financial condition are summarized below.
 
REAL ESTATE INVESTMENTS' VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.
The value of real estate fluctuates depending on conditions in the general economy and the real estate business. These conditions may also limit our revenues and available cash.
 
The factors that affect the value of our real estate investments include, among other things:
 
 	•	national, regional and local economic conditions;	
 	•	competition from other available space;	
 	•	local conditions such as an oversupply of space or a reduction in demand for real estate in the area;	
 	•	how well we manage our properties;	
 	•	changes in market rental rates;	
 	•	the timing and costs associated with property improvements and rentals;	
 	•	whether we are able to pass some or all of any increased operating costs through to tenants;	
 	•	changes in real estate taxes and other expenses;	
 	•	whether tenants and users such as customers and shoppers consider a property attractive;	
 	•	the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;	
 	•	availability of financing on acceptable terms or at all;	
 	•	fluctuations in interest rates;	
 	•	our ability to secure adequate insurance;	
 	•	changes in taxation or zoning laws;	
 	•	government regulation;	
 	•	consequences of any armed conflict involving, or terrorist attack against, the United States;	
 	•	potential liability under environmental or other laws or regulations; and	
 	•	general competitive factors.	
 
The rents we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors. If rental revenues and/or occupancy levels decline, we generally would expect to have less cash available to pay indebtedness and for distribution to unitholders. In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs, generally do not decline when the related rents decline.
 
Capital markets and economic conditions can materially affect our financial condition and results of operations and the value of our debt and equity.
There are many factors that can affect the value of our debt and equity, including the state of the capital markets and economy. In the second half of 2007 the residential mortgage and capital markets began showing signs of stress, primarily in the form of escalating default rates on sub-prime mortgages, declining home values and increasing inventory nationwide. In 2008, the “credit crisis” spread to the broader commercial credit and financial markets resulting in illiquidity and volatility in the bond and equity markets. We are currently in an economic recession which has negatively affected all businesses including ours. These conditions have contributed to volatility of unprecedented levels. As a result, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers, and may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our tenants. If these market conditions continue, they may limit our ability and the ability of our tenants, to timely refinance maturing liabilities and access the capital markets to meet liquidity needs, resulting in materially adverse effects on our financial condition and results of operations and the value of our debt and equity.

9

 

Real estate is a competitive business.
Our business segments – Office, Retail, Merchandise Mart, Toys and Other – operate in highly competitive environments. We have a large concentration of properties in the New York City metropolitan area and in the Washington, DC / Northern Virginia areas. 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 quality of services provided. Our success depends upon, among other factors, trends of the national, regional and local economies, 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.
 
We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.
Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. In addition, because a substantial majority of our income comes from renting of real property, our income, funds available to pay indebtedness and funds available for distribution to unitholders will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain occupancy levels on favorable terms. If a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and may incur substantial legal costs. During periods of economic adversity such as we are currently experiencing, there may be an increase in the number of tenants that cannot pay their rent and an increase in vacancy rates.
 
Bankruptcy or insolvency of tenants may decrease our revenues and available cash.
From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy or become insolvent in the future. In the case of our shopping centers, the bankruptcy or insolvency of a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the property. As a result, the bankruptcy or insolvency of a major tenant could result in a lower level of net income and funds available for the payment of indebtedness or for distribution to unitholders. Circuit City, which leases 12 locations in our Retail Properties segment aggregating 380,000 square feet, approximately $8,100,000 of annual property rental income, recently announced that it is liquidating, pursuant to Bankruptcy Court approval. As a result, we wrote-off approximately $10,383,000 of unamortized costs at December 31, 2008, including tenant improvements, leasing commissions and receivables arising from the straight-lining of rent. The current economic environment may result in additional tenant bankruptcies and write-offs, which could, in the aggregate, be material to our results of operations in a particular period.
 
We may incur costs to comply with environmental laws.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) and underground storage tanks are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.
 
Each of our properties has been subject to varying degrees of environmental assessment. The environmental assessments did not, as of this date, reveal any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, discovery of additional sites, human exposure to the contamination or changes in cleanup or compliance requirements could result in significant costs to us.

10

 

Inflation or deflation may adversely affect our financial condition and results of operations.
 
Although neither inflation nor deflation has materially impacted our operations in the recent past, increased inflation could have a pronounced negative impact on our mortgages and interest rates and general and administrative expenses, as these costs could increase at a rate higher than our rents. Inflation could also have an adverse effect on consumer spending which could impact our tenants’ sales and, in turn, our percentage rents, where applicable. Conversely, deflation could lead to downward pressure on rents and other sources of income.
 
Some of our potential losses may not be covered by insurance.
We carry commercial liability and all risk property insurance ((i) fire, (ii) flood, (iii) extended coverage, (iv) “acts of terrorism” as defined in the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”) , which expires in December 2014, and (v) rental loss insurance) with respect to our assets. Our New York Office, Washington, DC Office, Retail and Merchandise Mart divisions have $2.0 billion of per occurrence all risk property insurance coverage, including terrorism coverage in effect through September 15, 2009. Our California properties have earthquake insurance with coverage of $150,000,000 per occurrence, subject to a deductible in the amount of 5% of the value of the affected property, and a $150,000,000 annual aggregate.
 
In June 2007 we formed Penn Plaza Insurance Company, LLC (“PPIC”), a wholly owned consolidated subsidiary, to act as a re-insurer with respect to a portion of our earthquake insurance coverage and as a direct insurer for coverage for “certified” acts of terrorism and for nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by TRIPRA. Coverage for “certified” acts of terrorism is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. Prior to the formation of PPIC, we were uninsured for NBCR losses. Subsequently, we have $2.0 billion of NBCR coverage under TRIPRA, for which PPIC is responsible for 15% of each NBCR loss and the insurance company deductible of $1,000,000. We are ultimately responsible for any loss borne 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 generally non-recourse to us), senior unsecured notes, exchangeable senior debentures, convertible senior debentures 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 and/or refinance our properties and expand our portfolio.
 
Because we operate one hotel property, we face the risks associated with the hospitality industry.
We own the Hotel Pennsylvania in New York City. If the hotel does not generate sufficient receipts, our cash flow would decrease, which could reduce the amount of cash available for distribution to unitholders. The following factors, among others, are common to the hotel industry, and may reduce the revenues generated by our hotel property:
 
 	•	our hotel competes for guests with other hotels, a number of which have greater marketing and financial resources;	
 	•	if there is an increase in operating costs resulting from inflation and other factors, we may not be able to offset such increase by increasing room rates;	
 	•	our hotel is subject to the fluctuating and seasonal demands of business travelers and tourism;	
 	•	our hotel is subject to general and local economic and social conditions that may affect demand for travel in general, including war and terrorism; and	
 	•	physical condition, which may require substantial additional capital.	
 
Because of the ownership structure of our hotel, we face potential adverse effects from changes to the applicable tax laws.
Under the Internal Revenue Code, REITs like Vornado, our majority owner, are not allowed to operate hotels directly or indirectly. Accordingly, we lease The Hotel Pennsylvania to our taxable REIT subsidiary, or TRS. While the TRS structure allows the economic benefits of ownership to flow to us, the TRS is subject to tax on its income from the operations of the hotel at the federal and state level. In addition, the TRS is subject to detailed tax regulations that affect how it may be capitalized and operated. If the tax laws applicable to a TRS are modified, we may be forced to modify the structure for owning the hotel, and such changes may adversely affect the cash flows from the hotel. In addition, the Internal Revenue Service, the United States Treasury Department and Congress frequently review federal income tax legislation, and we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any of such actions may prospectively or retroactively modify the tax treatment of the TRS and, therefore, may adversely affect our after-tax returns from the hotel.

11

 

Compliance or failure to comply with the Americans with Disabilities Act or other safety regulations and requirements could result in substantial costs.  
The Americans with Disabilities Act generally requires that public buildings, including our properties, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants. From time to time persons have asserted claims against us with respect to some of our properties under this Act, but to date such claims have not resulted in any material expense or liability. If, under the Americans with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to unitholders.
 
Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.
 
OUR INVESTMENTS ARE CONCENTRATED IN THE NEW YORK CITY METROPOLITAN AREA AND WASHINGTON, DC / NORTHERN VIRGINIA AREAS. CIRCUMSTANCES AFFECTING THESE AREAS GENERALLY COULD ADVERSELY AFFECT OUR BUSINESS.
A significant portion of our properties are in the New York City / New Jersey metropolitan areas and Washington, DC / Northern Virginia areas are affected by the economic cycles and risks inherent to those areas.
During 2008, approximately 71% of our EBITDA, excluding items that affect comparability, came from properties located in the New York City / New Jersey metropolitan areas and the Washington, DC / Northern Virginia areas. We may continue to concentrate a significant portion of our future acquisitions in these areas or in other geographic real estate markets in the United States or abroad. Real estate markets are subject to economic downturns, as they have been in the past, and we cannot predict how economic conditions will impact these markets in both the short and long term. Declines in the economy or a decline in the real estate markets in these areas could hurt our financial performance and the value of our properties. The factors affecting economic conditions in these regions include:
 
 	•	financial performance and productivity of the publishing, advertising, financial, technology, retail, insurance and real estate industries;	
 	•	space needs of the United States Government, including the effect of base closures and repositioning under the
Defense Base Closure and Realignment Act of 2005, as amended;	
 	•	business layoffs or downsizing;	
 	•	industry slowdowns;	
 	•	relocations of businesses;	
 	•	changing demographics;	
 	•	increased telecommuting and use of alternative work places;	
 	•	infrastructure quality; and	
 	•	any oversupply of, or reduced demand for, real estate.	
 
It is impossible for us to assess with certainty the future effects of the current adverse trends in the economic and investment climates of the geographic areas in which we concentrate, and more generally of the United States, or the real estate markets in these areas. If these conditions persist or if there is any further local, national or global economic downturn, our businesses and future profitability will be adversely affected.
 
Terrorist attacks, such as those of September   11, 2001 in New York City and the Washington, DC area, may adversely affect the value of our properties and our ability to generate cash flow.
We have significant investments in large metropolitan areas, including the New York, Washington, DC, Chicago, Boston and San Francisco metropolitan areas. In the aftermath of a terrorist attack, tenants in these areas may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity and fewer customers may choose to patronize businesses in these areas. This in turn would trigger a decrease in the demand for space in these areas, which could increase vacancies in our properties and force us to lease space on less favorable terms. As a result, the value of our properties and the level of our revenues and cash flows could decline materially.

12

 

WE MAY   ACQUIRE OR SELL ADDITIONAL ASSETS OR ENTITIES OR DEVELOP ADDITIONAL PROPERTIES. OUR FAILURE OR INABILITY TO CONSUMMATE THESE TRANSACTIONS OR MANAGE THE RESULTS OF THESE TRANSACTIONS COULD ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.
 
We have grown rapidly through acquisitions. We may not be able to maintain this rapid growth and our failure to do so could adversely affect our stock price.
We have experienced rapid growth in recent years, increasing our total assets from approximately $565 million at December 31, 1997 to approximately $21.4 billion at December 31, 2008. We may not be able to maintain a similar rate of growth in the future or manage growth effectively. Our failure to do so may have a material adverse effect on our financial condition and results of operations and ability to pay distributions to unitholders.
 
We may acquire or develop properties or acquire other real estate related companies and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not, however, succeed in consummating desired acquisitions or in completing developments on time or within budget. In addition, we may face competition in pursuing acquisition or development opportunities that could increase our costs. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover our costs of acquisition and development or in operating the businesses we acquired. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that we have begun pursuing and consequently fail to recover expenses already incurred and have devoted management time to a matter not consummated. Furthermore, acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware at the time of acquisition. In addition, development of our existing properties presents similar risks.
 
From time to time we have made, and in the future we may seek to make, one or more material acquisitions. The announcement of such a material acquisition may result in a rapid and significant decline in the price of Vornado’s common shares.
 
We are continuously looking at material transactions that we will believe will maximize Vornado shareholder value. However, an announcement by us of one or more significant acquisitions could result in a quick and significant decline in the price of Vornado’s common shares and convertible securities and our exchangeable securities.
 
It may be difficult to buy and sell real estate quickly.
Real estate investments are relatively difficult to buy and sell quickly. Consequently, we may have limited ability to vary our portfolio promptly in response to changes in economic or other conditions.
 
We may not be permitted to dispose of certain properties or pay down the debt associated with those properties when we might otherwise desire to do so without incurring additional costs.
As part of an acquisition of a property, including our January 1, 2002 acquisition of Charles E. Smith Commercial Realty L.P.’s 13.0 million square foot portfolio, we may agree, and in the case of Charles E. Smith Commercial Realty L.P. did agree, with the seller that we will not dispose of the acquired properties or reduce the mortgage indebtedness on them for a period of 12 years, unless we pay certain of the resulting tax costs of the seller. These agreements could result in us holding on to properties that we would otherwise sell and not pay down or refinance indebtedness that we would otherwise pay down or refinance.
 
On January   1, 2002, we completed the acquisition of the 66% interest in Charles E. Smith Commercial Realty L.P. that we did not previously own. The terms of the merger restrict our ability to sell or otherwise dispose of, or to finance or refinance, the properties formerly owned by Charles E. Smith Commercial Realty L.P., which could result in our inability to sell these properties at an opportune time and increased costs to us.
As indicated above, subject to limited exceptions, we are restricted from selling or otherwise transferring or disposing of certain properties located in the Crystal City area of Arlington, Virginia for a period of 12 years. These restrictions, which currently cover approximately 13.0 million square feet of space, could result in our inability to sell these properties at an opportune time and increase costs to us.

13

 

From time to time we make investments in companies over which we do not have sole control. Some of these companies operate in industries that differ from our current operations, with different risks than investing in real estate.
From time to time we make debt or equity investments in other companies that we may not control or over which we may not have sole control. These investments include but are not limited to,  Alexander’s, Inc., Toys “R” Us, Lexington Realty Trust, and equity and mezzanine investments in other entities that have significant real estate assets. Although these businesses generally have a significant real estate component, some of them operate in businesses that are different from our primary lines of business including, without limitation, operating or managing toy stores and department stores. Consequently, investments in these businesses, among other risks, subjects us to the operating and financial risks of industries other than real estate and to the risk that we do not have sole control over the operations of these businesses. From time to time we may make additional investments in or acquire other entities that may subject us to additional similar risks. Investments in entities over which we do not have sole control, including joint ventures, present additional risks such as having differing objectives than our partners or the entities in which we invest, or becoming involved in disputes, or competing with those persons. In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to comply with applicable standards may adversely affect us.
 
We are subject to risks that affect the general retail environment.
A substantial portion of our properties are in the retail shopping center real estate market and we have a significant investment in retailers such as Toys “R” Us. See “ Our investment in Toys “R” Us, Inc. subjects us to risks different from our other lines of business and may result in increased seasonality and volatility in our reported earnings ” below. This means that we are subject to factors that affect the retail environment generally, including the level of consumer spending and consumer confidence, the threat of terrorism and increasing competition from discount retailers, outlet malls, retail websites and catalog companies. These factors could adversely affect the financial condition of our retail tenants and the retailers in which we hold an investment and the willingness of retailers to lease space in our shopping centers, and in turn, adversely affect us.
 
We depend upon our anchor tenants to attract shoppers.
We own several regional malls and other shopping centers that are typically anchored by well-known department stores and other tenants who generate shopping traffic at the mall or shopping center. The value of our properties would be adversely affected if tenants or anchors failed to meet their contractual obligations, sought concessions in order to continue operations or ceased their operations. If the sales of stores operating in our properties were to decline significantly due to economic conditions, closing of anchors or for other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of a default by a tenant or anchor, we may experience delays and costs in enforcing our rights as landlord.
 
Our investment in Toys “R” Us, Inc. subjects us to risks different from our other lines of business and may result in increased seasonality and volatility in our reported earnings.
On July 21, 2005, a joint venture that we own equally with Bain Capital and Kohlberg Kravis Roberts & Co. acquired Toys “R” Us, Inc. (“Toys”). Because Toys is a retailer, its operations subject us to the risks of a retail company that are different than those presented by our other lines of business. 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 addition, our fiscal year ends on December 31 whereas, as is common for retailers, Toys’ fiscal year ends on the Saturday nearest to January 31. Therefore, we record our pro-rata share of Toys’ net earnings on a one-quarter lag basis. For example, our financial results for the year ended December 31, 2008 include Toys’ financial results for its first, second and third quarters ended November 1, 2008, as well as Toys’ fourth quarter results of 2007. Because of the seasonality of Toys, our reported net income shows increased volatility. We may also, in the future and from time to time, invest in other businesses that may report financial results that are more volatile than our historical financial results.

14

 

We invest in subordinated or mezzanine debt of certain entities that have significant real estate assets. These investments involve greater risk of loss than investments in senior mortgage loans.
We invest, and may in the future invest, in subordinated or mezzanine debt of certain entities that have significant real estate assets. As of December 31, 2008, our mezzanine debt securities have an aggregate carrying amount of $472,539,000. These investments, which are subordinate to the mortgage loans secured by the real property, are generally secured by pledges of the equity interests of the entities owning the underlying real estate. These investments involve greater risk of loss than investments in senior mortgage loans which are secured by real property. If a borrower defaults on debt to us or on debt senior to us, or declares bankruptcy, we may not be able to recover some or all of our investment. The value of the assets securing or supporting our investments could deteriorate over time due to factors beyond our control, including acts or omissions by owners, changes in business, economic or market conditions, or foreclosure. Such deteriorations in value may result in the recognition of impairment losses on our statement of operations. In addition, there may be significant delays and costs associated with the process of foreclosing on collateral securing or supporting these investments.
 
We evaluate the collectibility of both interest and principal of each of our loans, if circumstances warrant, in determining whether they are impaired. A loan is impaired when based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the investment to the value determined by discounting the expected future cash flows at the loan’s effective interest rate or, as a practical expedient, to the value of the collateral if repayment of the loan is collateral dependent. There can be no assurance that our estimates of collectible amounts will not change over time or that they will be representative of the amounts we actually collect, including amounts we would collect if we chose to sell these investments before their maturity. If we collect less than our estimates, we will record impairment losses which could be material.
 
We invest in marketable equity securities of companies that have significant real estate assets. The value of these investments may decline as a result of operating performance or economic or market conditions.
We invest, and may in the future invest, in marketable equity securities of publicly-traded real estate companies or companies that have significant real estate assets. During 2008, we recognized $76,352,000 of impairment losses on our investments in marketable securities, based on the severity and duration of the declines in the market value of these securities. As of December 31, 2008, our marketable securities have an aggregate carrying amount of $334,322,000. Significant declines in the value of these investments due to operating performance or economic or market conditions may result in the recognition of additional impairment losses which could be material.
 
OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE GIVES RISE TO OPERATIONAL AND FINANCIAL RISKS.
We May   Not Be Able to Obtain Capital to Make Investments.
We depend primarily on external financing to fund the growth of our business. This is because one of the requirements of the Internal Revenue Code of 1986, as amended, for a REIT is that it distributes 90% of its net taxable income, excluding net capital gains, to its shareholders. There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. As a result of the current capital markets and environmental conditions referred to above, we and other companies in the real estate industry are currently experiencing limited availability of financing and there can be no assurances as to when more financing will be available. Although we believe that we will be able to finance any investments we may wish to make in the foreseeable future, new financing may not be available on acceptable terms.
 
For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and the notes to the consolidated financial statements in this Annual Report on Form 10-K.

15

 

We depend on distributions from our direct and indirect subsidiaries. The creditors and preferred security holders of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay us any distributions.
Our cash flow is dependent on cash distributions to us by our subsidiaries. The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders. Thus, our ability to make distributions to holders of our units depends on our subsidiaries’ ability first to satisfy their obligations to their creditors.
 
In addition, our participation in any distribution of the assets of any of our direct or indirect subsidiaries upon the liquidation, reorganization or insolvency, is only after the claims of the creditors, including trade creditors and preferred security holders, are satisfied.
 
We have indebtedness, and this indebtedness, and its cost, may increase and debt refinancing may not be available on acceptable terms.
As of December 31, 2008, we had approximately $15.846 billion of total debt outstanding, including our pro rata share of debt of partially owned entities. Our ratio of total debt to total enterprise value was approximately 59%. When we say “enterprise value” in the preceding sentence, we mean market equity value of Vornado Realty Trust’s common and preferred shares plus total debt outstanding, including our pro rata share of debt of partially owned entities. In the future, we may incur additional debt to finance acquisitions or property developments and thus increase our ratio of total debt to total enterprise value. If our level of indebtedness increases, there may be an increased risk of a credit rating downgrade or a default on our obligations that could adversely affect our financial condition and results of operations. In addition, in a rising interest rate environment, the cost of existing variable rate debt and any new debt or other market rate security or instrument may increase. Furthermore, in the current “credit crisis” environment, we may not be able to refinance existing indebtedness in sufficient amounts or on acceptable terms.
 
Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities.
The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage. Our unsecured credit facilities, unsecured debt securities and other loans that we may obtain in the future contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants that limit our ability to incur debt based upon the level of our ratio of total debt to total assets, our ratio of secured debt to total assets, our ratio of EBITDA to interest expense, and fixed charges, and that require us to maintain a certain level of unencumbered assets to unsecured debt. Our ability to borrow under these facilities is subject to compliance with certain financial and other covenants. In addition, failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from other sources. Under those circumstances, other sources of capital may not be available to us, or be available only on unattractive terms. Additionally, our ability to satisfy current or prospective lenders’ insurance requirements may be adversely affected if lenders generally insist upon greater insurance coverage against acts of terrorism than is available to us in the marketplace or on commercially reasonable terms.
 
We rely on debt financing, including borrowings under our unsecured credit facilities, issuances of unsecured debt securities and debt secured by individual properties, to finance acquisitions and development activities and for working capital. If we are unable to obtain debt financing from these or other sources, or refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected. If we breach covenants in our debt agreements, the lenders can declare a default and, if the debt is secured, can take possession of the property securing the defaulted loan.

16

 

Vornado Realty Trust may fail to qualify or remain qualified as a REIT and, in such case, it may undertake actions that may adversely affect investors in the Company.
Although we believe that Vornado will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, Vornado may fail to remain qualified in this way. Qualification as a REIT for federal income tax purposes is governed by highly technical and complex provisions of the Internal Revenue Code for which there are only limited judicial or administrative interpretations. Vornado’s qualification as a REIT also depends on various facts and circumstances that are not entirely within its control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the tax laws with respect to the requirements for qualification as a REIT or the federal income tax consequences of qualifying as a REIT.
 
If, with respect to any taxable year, Vornado fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, Vornado may undertake a restructuring or other action affecting the Company that could impact investors in the Company. Although Vornado currently intends to operate in a manner designed to allow it to qualify as a REIT, future economic, market, legal, tax or other considerations may cause it to revoke the REIT election or fail to qualify as a REIT.
 
We face possible adverse changes in tax laws, which may result in an increase in our tax liability.
From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. The shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for payment of distributions.
 
Loss of our key personnel could harm our operations and adversely affect the value of our equity.
We are dependent on the efforts of Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado Realty Trust, and Michael D. Fascitelli, the President of Vornado Realty Trust. While we believe that we could find replacements for these key personnel, the loss of their services could harm our operations and adversely affect the value of our equity.
 
VORNADO REALTY TRUST'S CHARTER DOCUMENTS AND APPLICABLE LAW MAY HINDER ANY ATTEMPT TO ACQUIRE IT AND BECAUSE IT IS OUR SOLE GENERAL PARTNER, US.
Vornado Realty Trust’s Amended and Restated Declaration of Trust sets limits on the ownership of its shares.
Generally, for Vornado Realty Trust to maintain its qualification as a REIT under the Internal Revenue Code, not more than 50% in value of the outstanding shares of beneficial interest of Vornado may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of Vornado’s taxable year. The Internal Revenue Code defines “individuals” for purposes of the requirement described in the preceding sentence to include some types of entities. Under Vornado’s Amended and Restated Declaration of Trust, as amended, no person may own more than 6.7% of the outstanding common shares of any class, or 9.9% of the outstanding preferred shares of any class, with some exceptions for persons who held common shares in excess of the 6.7% limit before Vornado adopted the limit and other persons approved by Vornado’s Board of Trustees. These restrictions on transferability and ownership may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of Vornado’s shareholders or our unitholders. We refer to Vornado’s Amended and Restated Declaration of Trust, as amended, as the “declaration of trust.”
 
Vornado has a classified Board of Trustees and that may reduce the likelihood of certain takeover transactions.
 
Vornado’s Board of Trustees is divided into three classes of trustees. Trustees of each class are chosen for three-year staggered terms. Staggered terms of trustees may reduce the possibility of a tender offer or an attempt to change control of Vornado, even though a tender offer or change in control might be in the best interest of Vornado’s shareholders and our unitholders.

17

 

Vornado may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.
 
Vornado’s declaration of trust authorizes the Board of Trustees to:
 
•	cause Vornado to issue additional authorized but unissued common shares or preferred shares;	
•	classify or reclassify, in one or more series, any unissued preferred shares;	
•	set the preferences, rights and other terms of any classified or reclassified shares that Vornado issues; and	
•	increase, without shareholder approval, the number of shares of beneficial interest that Vornado may issue.	
 
Vornado’s Board of Trustees could establish a series of preferred shares whose terms could delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of Vornado’s shareholders or our unitholders, although the Board of Trustees does not now intend to establish a series of preferred shares of this kind. Vornado’s declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of Vornado’s shareholders or our unitholders.
 
The Maryland General Corporation Law contains provisions that may reduce the likelihood of certain takeover transactions.
 
Under the Maryland General Corporation Law, as amended, which we refer to as the “MGCL,” as applicable to REITs, certain “business combinations,” including certain mergers, consolidations, share exchanges and asset transfers and certain issuances and reclassifications of equity securities, between a Maryland REIT and any person who beneficially owns ten percent or more of the voting power of the trust’s shares or an affiliate or an associate, as defined in the MGCL, of the trust who, at any time within the two-year period before the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting shares of beneficial interest of the trust, which we refer to as an “interested shareholder,” or an affiliate of the interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. After that five-year period, any business combination of these kinds must be recommended by the board of trustees of the trust and approved by the affirmative vote of at least (a) 80% of the votes entitled to be cast by holders of outstanding shares of beneficial interest of the trust and (b) two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the interested shareholder with whom, or with whose affiliate, the business combination is to be effected, unless, among other conditions, the trust’s common shareholders receive a minimum price, as defined in the MGCL, for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its common shares.
 
The provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of the applicable trust before the interested shareholder becomes an interested shareholder, and a person is not an interested shareholder if the board of trustees approved in advance the transaction by which the person otherwise would have become an interested shareholder.
 
In approving a transaction, the Board may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board. Vornado’s Board has adopted a resolution exempting any business combination between any trustee or officer of Vornado, or their affiliates, and Vornado. As a result, the trustees and officers of Vornado and their affiliates may be able to enter into business combinations with Vornado that may not be in the best interest of Vornado’s shareholders or our unitholders. With respect to business combinations with other persons, the business combination provisions of the MGCL may have the effect of delaying, deferring or preventing a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of Vornado’s shareholders or our unitholders. The business combination statute may discourage others from trying to acquire control of Vornado and increase the difficulty of consummating any offer.
 
We may change our policies without obtaining the approval of our unitholders.
Our operating and financial policies, including our policies with respect to acquisitions of real estate or other companies, growth, operations, indebtedness, capitalization and distributions, are exclusively determined by Vornado’s Board of Trustees. Accordingly, our unitholders do not control these policies.

18

 

OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY   GIVE RISE TO CONFLICTS OF INTEREST.
Steven Roth and Interstate Properties may exercise substantial influence over us. They and some of our other trustees and officers have interests or positions in other entities that may compete with us.
As of December 31, 2008, Interstate Properties, a New Jersey general partnership, and its partners owned approximately 8.8% of the common shares of Vornado Realty Trust and approximately 27.0% of the common stock of Alexander’s. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the three partners of Interstate Properties. Mr. Roth is the Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, the managing general partner of Interstate Properties and the Chairman of the Board and Chief Executive Officer of Alexander’s. Messrs. Wight and Mandelbaum are trustees of Vornado Realty Trust and also directors of Alexander’s.
 
As of December 31, 2008, we owned 32.5% of the outstanding common stock of Alexander’s. Alexander’s is a REIT engaged in leasing, managing, developing and redeveloping properties, focusing primarily on the locations where its department stores operated before they ceased operations in 1992. Alexander’s has seven properties, which are located in the greater New York metropolitan area. Mr. Roth and Mr. Fascitelli, the President and a trustee of Vornado Realty Trust, are directors of Alexander’s. Messrs. Mandelbaum, West and Wight are trustees of Vornado Realty Trust and are directors of Alexander’s.
 
Because of these overlapping interests, Mr. Roth and Interstate Properties and its partners may have substantial influence over Vornado Realty Trust and on the outcome of any matters submitted to Vornado Realty Trust shareholders for approval. In addition, certain decisions concerning our operations or financial structure may present conflicts of interest among Messrs. Roth, Mandelbaum and Wight and Interstate Properties and our other equity or debt holders. In addition, Mr. Roth, Interstate Properties and its partners, and Alexander’s currently and may in the future engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us, such as which of these entities or persons, if any, may take advantage of potential business opportunities, the business focus of these entities, the types of properties and geographic locations in which these entities make investments, potential competition between business activities conducted, or sought to be conducted, competition for properties and tenants, possible corporate transactions such as acquisitions and other strategic decisions affecting the future of these entities.
 
We currently manage and lease the real estate assets of Interstate Properties under a management agreement for which it receives an annual fee equal to 4% of base rent and percentage rent and certain other commissions. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We earned $803,000, $800,000, and $798,000 of management fees under the management agreement for the years ended December 31, 2008, 2007 and 2006. Because of the relationships described above, the terms of the management agreement and any future agreements may not be comparable to those we could have negotiated with an unaffiliated third party.
 
There may be conflicts of interest between Alexander’s and us.
As of December 31, 2008, we owned 32.5% of the outstanding common stock of Alexander’s. Alexander’s is a REIT engaged in leasing, managing, developing and redeveloping properties, focusing primarily on the locations where its department stores operated before they ceased operations in 1992. Alexander’s has seven properties. Interstate Properties, which is described above, and its partners owned an additional 27.0% of the outstanding common stock of Alexander’s as of December 31, 2008. Mr. Roth, Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, is Chief Executive Officer, a director of Alexander’s and managing general partner of Interstate, and Mr. Fascitelli, President and a trustee of Vornado Realty Trust, is President and a director of Alexander’s. Messrs. Mandelbaum, West and Wight, trustees of us, are also directors of Alexander’s and general partners of Interstate. In addition, Joseph Macnow, our Executive Vice President and Chief Financial Officer, holds the same position with Alexander’s. Alexander’s common stock is listed on the New York Stock Exchange under the symbol “ALX.”
 
We manage, develop and lease the Alexander’s properties under management and development agreements and leasing agreements under which we receive annual fees from Alexander’s. These agreements have a one-year term expiring in March of each year and are all automatically renewable. Because Vornado Realty Trust and Alexander’s share common senior management and because a majority of the trustees of Vornado Realty Trust also constitute a majority of the directors of Alexander’s, the terms of the foregoing agreements and any future agreements between us and Alexander’s may not be comparable to those we could have negotiated with an unaffiliated third party.
 
For a description of Interstate Properties’ ownership of Vornado Realty Trust and Alexander’s, see “Steven Roth and Interstate Properties may exercise substantial influence over us. They and some of our other trustees and officers have interests or positions in other entities that may compete with us” above.

19

 

 
ITEM 1B.	UNRESOLVED STAFF COMMENTS	
There are no unresolved comments from the staff of the Securities Exchange Commission as of the date of this Annual Report on Form 10-K.
 
ITEM 2.	PROPERTIES	
We operate in five business segments: New York Office Properties, Washington, DC Office Properties, Retail Properties, Merchandise Mart Properties and Toys “R” Us (“Toys”). The following pages provide details of our real estate properties.

20

ITEM 2.           PROPERTIES - Continued
 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
NEW YORK OFFICE:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New York City:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Penn Plaza:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
One Penn Plaza	 	100.0%	 	96.5%	  $	53.02	 	2,437,000	 	2,437,000	 	-	 	-   	  $	-	 	BMG Columbia House, Buck Consultants, Cisco, Kmart, MWB Leasing, Parsons Brinkerhoff, United Health Care, United States Customs Department
 	
(ground leased through 2098)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		

Two Penn Plaza	 	100.0%	 	96.7%	 	45.31	 	1,576,000	 	1,576,000	 	-	 	-	 	287,386	 	LMW Associates, EMC, Forest Electric, IBI,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Madison Square Garden, McGraw-Hill Co., Inc.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Eleven Penn Plaza	 	100.0%	 	95.6%	 	48.52	 	1,058,000	 	1,058,000	 	-	 	-	 	206,877	 	Macy*s, Rainbow Media Holdings	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
100 West 33rd Street	 	100.0%	 	97.8%	 	45.51	 	846,000	 	846,000	 	-	 	-	 	159,361	 	Bank of America, Draft FCB	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
330 West 34th Street	 	100.0%	 	99.3%	 	32.76	 	637,000	 	637,000	 	-	 	-	 	-	 	City of New York, Interieurs Inc.,	
(ground leased through 2148)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	The Bank of New York	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Penn Plaza	 	 	 	96.8%	 	47.50	 	6,554,000	 	6,554,000	 	-	 	-	 	653,624	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Side:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
909 Third Avenue
(ground leased through 2063)	 	100.0%	 	93.3%	 	56.16	(2)	1,317,000	 	1,317,000	 	-	 	-	 	214,075	 	J.P. Morgan Securities Inc., Citibank, Forest Laboratories, Morrison Cohen LLP, Robeco USA Inc., nited States Post Office, Ogilvy Public Relations, The Procter & Gamble Distributing LLC.	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
150 East 58th Street	 	100.0%	 	95.4%	 	55.63	 	535,000	 	535,000	 	-	 	-	 	-	 	Castle Harlan, Tournesol Realty LLC. (Peter Marino),	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Various showroom tenants	
Total East Side	 	 	 	93.9%	 	56.00	 	1,852,000	 	1,852,000	 	-	 	-	 	214,075	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
West Side:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
888 Seventh Avenue	 	100.0%	 	98.4%	 	72.92	 	857,000	 	857,000	 	-	 	-	 	318,554	 	Kaplan Management LLC, New Line Realty, Soros Fund, TPG-Axon Capital, Vornado Executive Headquarters	
(ground leased through 2067)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1740 Broadway	 	100.0%	 	99.4%	 	57.99	 	597,000	 	597,000	 	-	 	-	 	-	 	Davis & Gilbert, Limited Brands,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Dept. of Taxation of the State of N.Y.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
57th Street	 	50.0%	 	97.0%	 	49.93	 	188,000	 	188,000	 	-	 	-	 	29,000	 	Various	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
825 Seventh Avenue	 	50.0%	 	100.0%	 	43.73	 	165,000	 	165,000	 	-	 	-	 	21,426	 	Young & Rubicam	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total West Side	 	 	 	98.8%	 	62.93	 	1,807,000	 	1,807,000	 	-	 	-	 	368,980	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Park Avenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
350 Park Avenue	 	100.0%	 	96.9%	 	71.18	 	549,000	 	549,000	 	-	 	-	 	430,000	 	Tweedy Browne Company,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufacturers & Traders Trust,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Veronis Suhler & Associates,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ziff Brothers Investment Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Kissinger Associates, Inc.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Grand Central:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
90 Park Avenue	 	100.0%	 	97.9%	 	56.06	 	902,000	 	902,000	 	-	 	-	 	-	 	Alston & Bird, Amster, Rothstein & Ebenstein,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sanofi-Synthelabo Inc., STWB Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	First Manhattan Consulting	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
330 Madison Avenue	 	25.0%	 	93.4%	 	51.59	 	792,000	 	792,000	 	-	 	-	 	70,000	 	Acordia Northeast Inc., Bank Julius Baer,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	BDO Seidman, Dean Witter Reynolds Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	HSBC Bank AFS, Stanford Group Holdings Inc.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Grand Central	 	 	 	95.8%	 	53.97	 	1,694,000	 	1,694,000	 	-	 	-	 	70,000	 	 	

21

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
NEW YORK OFFICE (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Madison/Fifth:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
640 Fifth Avenue	 	100.0%	 	82.4%	  $	74.62	 	322,000	 	322,000	 	-	 	-	  $	-	 	ROC Capital Management LP,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fidelity Investments, Hennes & Mauritz,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Janus Capital Group Inc., GSL Enterprises Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Scout Capital Management,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Legg Mason Investment Counsel	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
595 Madison Avenue	 	100.0%	 	99.4%	 	63.66	 	312,000	 	312,000	 	-	 	-	 	-	 	Beauvais Carpets, Coach, Levin Capital Strategies LP, Prada, Cosmetech Mably Int'l LLC.	

689 Fifth Avenue	 	100.0%	 	98.9%	 	61.84	 	88,000	 	88,000	 	-	 	-	 	-	 	Elizabeth Arden, Red Door Salons, Zara,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Yamaha Artist Services Inc.	
Total Madison/Fifth	 	 	 	91.8%	 	68.33	 	722,000	 	722,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
United Nations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
866 United Nations Plaza	 	100.0%	 	97.6%	 	51.82	 	353,000	 	353,000	 	-	 	-	 	44,978	 	Fross Zelnick, Mission of Japan,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	The United Nations, Mission of Finland	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Midtown South:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
770 Broadway	 	100.0%	 	99.8%	 	49.69	 	1,059,000	 	1,059,000	 	-	 	-	 	353,000	 	Time Warner / AOL, J. Crew, Kmart,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VIACOM International Inc., Nielson Company (US) Inc.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rockefeller Center:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1290 Ave of the Americas	 	70.0%	 	99.2%	 	58.15	 	2,021,000	 	2,021,000	 	-	 	-	 	444,666	 	AXA Equitable Life Insurance, Bank of New York Mellon, Bryan Cave LLP, Microsoft Corporation, Morrison & Forester LLP, Warner Music Group, Cushman & Wakefield, Fitzpatrick, Cella, Harper & Scinto	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
Downtown:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
20 Broad Street	 	100.0%	 	93.1%	 	48.64	 	472,000	 	472,000	 	-	 	-	 	-	 	New York Stock Exchange	
(ground leased through 2081)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
40 Fulton Street	 	100.0%	 	90.7%	 	37.28	 	243,000	 	243,000	 	-	 	-	 	-	 	PBA/Health and Welfare Fund	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
40-42 Thompson Street	 	100.0%	 	100.0%	 	41.16	 	28,000	 	28,000	 	-	 	-	 	-	 	Crown Management	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Downtown	 	 	 	92.6%	 	44.64	 	743,000	 	743,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total New York City	 	 	 	96.6%	 	53.33	 	17,354,000	 	17,354,000	 	-	 	-	 	2,579,323	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Jersey	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Paramus	 	 	 	97.8%	 	20.03	 	131,000	 	131,000	 	-	 	-	 	-	 	Vornado's Administrative Headquarters	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total New York City Office	 	 	 	96.6%	$	53.15	 	17,485,000	 	17,485,000	 	-	 	-	$	2,579,323	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	96.7%	$	53.08	 	16,108,000	 	16,108,000	 	-	 	-	$	2,372,224	 	 	

22

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
WASHINGTON DC OFFICE:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Crystal City:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2011-2451 Crystal Drive - 5 buildings	 	100.0%	 	89.6%	  $	38.07	 	2,249,000	 	2,249,000	 	-	 	-  	  $	88,733	    	General Services Administration, Conservation International, Boeing, Smithsonian Institution, On-Site Sourcing, Natl. Consumer Coop. Bank, Archstone Trust, Council on Foundations, TKC Communications LLC, Vornado / Charles E. Smith Divisional Headquarters, Kellogg, Brown, & Root, General Dynamics, Scitor Corp., Food Marketing Institute, Lockheed Martin	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		

S. Clark Street / 12th Street - 5 buildings	 	100.0%	 	98.3%	 	36.60	 	1,501,000	 	1,501,000	 	-	 	-	 	152,393	 	General Services Administration, SAIC, Inc., Boeing, Lockheed Martin, The Int'l Justice Mission	

1550-1750 Crystal Drive / 241-251 18th Street	 	100.0%	 	98.7%	 	37.91	 	1,463,000	 	1,463,000	 	-	 	-	 	177,764	 	General Services Administration,	
- 4 buldings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Lockheed Martin, Booz Allen, SAIC, Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Arete Associates, L-3 Communications,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Battelle Memorial Institute	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1800, 1851 and 1901 South Bell Street	 	100.0%	 	96.9%	 	34.43	 	858,000	 	858,000	 	-	 	-	 	27,801	 	General Services Administration,	
- 3 buildings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Lockheed Martin	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2100 / 2200 Crystal Drive - 2 buildings	 	100.0%	 	100.0%	 	31.50	 	529,000	 	529,000	 	-	 	-	 	-	 	General Services Administration,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Public Broadcasting Service	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
223 23rd Street / 2221 South Clark Street	 	100.0%	 	81.9%	 	28.78	 	306,000	 	230,000	 	-	 	76,000	 	-	 	General Services Administration	
- 2 buildings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2001 Jefferson Davis Highway	 	100.0%	 	95.4%	 	34.31	 	161,000	 	161,000	 	-	 	-	 	 	 	SAIC, Inc., Lockheed Martin	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2100 Crystal Drive Retail	 	100.0%	 	63.1%	 	38.27	 	83,000	 	83,000	 	-	 	-	 	-	 	Various	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Crystal Drive Shops	 	100.0%	 	88.4%	 	45.04	 	57,000	 	57,000	 	-	 	-	 	-	 	Various	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Crystal City	 	100.0%	 	94.5%	 	35.53	 	7,207,000	 	7,131,000	 	-	 	76,000	 	446,691	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Central Business District:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Warner Building - 1299 Pennsylvania	 	100.0%	 	99.9%	 	65.91	 	605,000	 	605,000	 	-	 	-	 	292,700	 	Howrey LLP, Baker Botts, LLP,	
Avenue, NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	General Electric	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Universal Buildings	 	100.0%	 	98.2%	 	43.39	 	610,000	 	610,000	 	-	 	-	 	59,728	 	Academy for Educational Development	
1825-1875 Connecticut Avenue, NW	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
    - 2 buildings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
409 3rd Street, NW	 	100.0%	 	98.5%	 	38.49	 	384,000	 	384,000	 	-	 	-	 	-	 	General Services Administration	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1750 Pennsylvania Avenue, NW	 	100.0%	 	97.0%	 	43.52	 	254,000	 	254,000	 	-	 	-	 	46,570	 	General Services Administration,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PA Consulting Group Holdings	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bowen Building - 875 15th Street, NW	 	100.0%	 	99.7%	 	62.68	 	232,000	 	232,000	 	-	 	-	 	115,022	 	Paul, Hastings, Janofsky & Walker LLP,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Millennium Challenge Corporation	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1150 17th Street, NW	 	100.0%	 	90.2%	 	44.47	 	231,000	 	231,000	 	-	 	-	 	29,659	 	American Enterprise Institute	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1101 17th Street, NW	 	100.0%	 	98.1%	 	43.32	 	211,000	 	211,000	 	-	 	-	 	24,561	 	American Federation of States	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1730 M Street, NW	 	100.0%	 	96.1%	 	41.16	 	198,000	 	198,000	 	-	 	-	 	15,335	 	General Services Administration	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1140 Connecticut Avenue, NW	 	100.0%	 	93.8%	 	43.03	 	185,000	 	185,000	 	-	 	-	 	18,166	 	Elizabeth Glaser Pediatric AIDS Foundation, National Legal Aid and Defender Assoc.	

23

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
WASHINGTON DC OFFICE (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1227 25th Street, NW	 	100.0%	 	53.1%	  $	50.06	 	133,000	 	133,000	 	-	 	-	  $	-	 	Epstein, Becker & Green, P.C.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2101 L Street, NW	 	100.0%	 	84.5%	 	51.73	 	379,000	 	379,000	 	-	 	-	 	150,000	 	Greenberg Traurig, LLP, US Green Building Council, American Insurance Association	

1999 K Street, NW	 	100.0%	 	-	 	-	 	250,000	 	-	 	-	 	250,000	 	73,747	 	Mayer Brown LLP (lease not commenced)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1726 M Street, NW	 	100.0%	 	87.8%	 	40.46	 	88,000	 	88,000	 	-	 	-	 	-	 	Aptima, Inc., Nelnet Corporation	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
South Capitol - 2 buildings	 	100.0%	 	-	 	-	 	58,000	 	-	 	-	 	58,000	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Kaempfer Interests:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
401 M Street, SW	 	2.5%	 	-	 	-	 	2,100,000	 	-	 	-	 	2,100,000	 	57,608	 	District of Columbia (lease not commenced)	
- 5 buildings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1501 K Street, NW	 	5.0%	 	98.9%	 	56.19	 	380,000	 	380,000	 	-	 	-	 	102,563	 	Sidley Austin LLP	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1399 New York Avenue, NW	 	2.5%	 	100.0%	 	84.32	 	124,000	 	124,000	 	-	 	-	 	40,459	 	Bloomberg	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Central Business District	 	 	 	96.6%	 	50.59	 	6,422,000	 	4,014,000	 	-	 	2,408,000	 	1,026,118	 	 	

I-395 Corridor:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Skyline Place - 7 buildings	 	100.0%	 	95.5%	 	29.88	 	2,105,000	 	2,105,000	 	-	 	-	 	577,200	 	General Services Administration, SAIC,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Inc., Northrop Grumman, Booz Allen,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Jacer Corporation, System Research and Analysis	

One Skyline Tower	 	100.0%	 	100.0%	 	27.15	 	473,000	 	473,000	 	-	 	-	 	100,800	 	General Services Administration	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total I-395 Corridor	 	100.0%	 	96.3%	 	29.35	 	2,578,000	 	2,578,000	 	-	 	-	 	678,000	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rosslyn / Ballston:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2200 / 2300 Clarendon Blvd	 	100.0%	 	97.3%	 	37.42	 	628,000	 	628,000	 	-	 	-	 	70,774	 	Arlington County, General Services	
(Courthouse Plaza) - 2 buildings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Administration, AMC Theaters	

Rosslyn Plaza - Office - 4 buildings	 	46.0%	 	90.7%	 	32.38	 	722,000	 	722,000	 	-	 	-	 	56,679	 	General Services Administration	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Rosslyn / Ballston	 	 	 	95.0%	 	35.65	 	1,350,000	 	1,350,000	 	-	 	-	 	127,453	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tysons Corner:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fairfax Square - 3 buildings	 	20.0%	 	90.6%	 	35.88	 	518,000	 	518,000	 	-	 	-	 	62,813	 	EDS Information Services	

Reston:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Reston Executive - 3 buildings	 	100.0%	 	92.2%	 	33.14	 	490,000	 	490,000	 	-	 	-	 	93,000	 	SAIC, Inc., Quadramed Corp	

Commerce Executive - 3 buildings	 	100.0%	 	94.2%	 	28.04	 	416,000	 	391,000	 	-	 	25,000	 	50,222	 	L-3 Communications, SAIC, Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Concert Management Services	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Reston	 	 	 	93.1%	 	30.85	 	906,000	 	881,000	 	-	 	25,000	 	143,222	 	 	

24

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
WASHINGTON DC OFFICE (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rockville/Bethesda:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Democracy Plaza One	 	100.0%	 	95.9%	  $	41.53	 	213,000	 	213,000	 	-	 	-	  $	-	 	National Institutes of Health	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pentagon City:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fashion Centre Mall	 	7.5%	 	97.7%	 	36.75	 	819,000	 	819,000	 	-	 	-	 	152,271	 	Macy*s, Nordstrom	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington Tower	 	7.5%	 	100.0%	 	41.73	 	170,000	 	170,000	 	-	 	-	 	40,000	 	The Rand Corporation	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Pentagon City	 	 	 	98.1%	 	37.62	 	989,000	 	989,000	 	-	 	-	 	192,271	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Washington, DC office properties	 	 	 	95.0%	$	37.33	 	20,183,000	 	17,674,000	 	-	 	2,509,000	$	2,676,568	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	95.0%	$	36.65	 	15,936,000	 	15,475,000	 	-	 	461,000	$	2,223,852	 	 	

Other:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Riverhouse Apartments (1,680 units)	 	100.0%	 	86.4%	$	-	 	1,802,000	 	1,802,000	 	-	 	-	$	259,546	 	 	
- 3 buildings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Crystal City Hotel	 	100.0%	 	100.0%	 	-	 	266,000	 	266,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rosslyn Plaza - Residential - 2 buildings	 	43.7%	 	95.0%	 	-	 	253,000	 	253,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
West End 25, 1229-1231 25th Street, NW	 	100.0%	 	-	 	-	 	273,000	 	-	 	-	 	273,000	 	24,620	 	 	
(283 unit residential development)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
220 20th Street	 	100.0%	 	-	 	-	 	270,000	 	-	 	-	 	270,000	 	40,701	 	 	
(265 unit residential development)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other - 3 buildings	 	100.0%	 	100.0%	 	32.76	 	11,000	 	11,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Other	 	 	 	 	 	 	 	2,875,000	 	2,332,000	 	-	 	543,000	 	324,867	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Washington, DC Properties	 	 	 	94.3%	$	38.27	 	23,058,000	(3)	20,006,000	 	-	 	3,052,000	$	3,001,435	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	94.2%	$	37.70	 	18,670,000	 	17,666,000	 	-	 	1,004,000	$	2,548,719	 	 	

 

25

 

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
REGIONAL MALLS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Green Acres Mall, Valley Stream, NY	 	100.0%	 	89.9%	   $	44.07	(4)  	1,837,000	 	1,719,000	 	79,000	 	39,000   	  $	335,000	 	Macy*s, Sears, Wal-Mart, JCPenney, Best Buy, BJ's Wholesale Club	
(10% ground and building leased	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
through 2039)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Monmouth Mall, Eatontown, NJ	 	50.0%	 	93.7%	 	38.32	(4)	1,476,000	(5)	716,000	 	719,000	(5)  	41,000	 	165,000	 	Macy*s, JCPenney, Lord & Taylor, Loews Theatre	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Springfield Mall, Springfield, VA	 	97.5%	 	100.0%	 	27.89	(4)	1,408,000	(5)	677,000	 	390,000	(5)	341,000	 	252,803	 	Macy*s, JCPenney, Target	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bergen Town Center, Paramus, NJ	 	100.0%	 	100.0%	 	20.31	(4)	1,243,000	 	506,000	 	13,000	 	724,000	 	228,731	 	Target, Whole Foods Market, Century 21, Nordstrom's Rack, Saks Fifth Avenue Off 5th, Nike Outlet	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Broadway Mall, Hicksville, NY	 	100.0%	 	88.6%	 	34.47	(4)	1,141,000	(5)	765,000	 	376,000	(5)	-	 	94,879	 	Macy*s, Ikea, Target, National Amusement	

Montehiedra, Puerto Rico	 	100.0%	 	95.7%	 	42.19	(4)	541,000	 	541,000	 	-	 	-	 	120,000	 	The Home Depot, Kmart, Marshalls, Caribbean Theatres, Tiendas Capri	

Las Catalinas, Puerto Rico	 	100.0%	 	93.9%	 	51.58	(4)	496,000	(5)	356,000	 	140,000	(5)	-	 	60,766	 	Kmart, Sears	

Total Regional Malls	 	 	 	93.1%	$	37.60	 	8,142,000	 	5,280,000	 	1,717,000	 	1,145,000	$	1,257,179	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	93.0%	$	37.59	 	6,348,000	 	4,905,000	 	327,000	 	1,116,000	$	1,168,359	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
STRIP SHOPPING CENTERS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Jersey:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
North Bergen (Tonnelle Avenue)	 	100.0%	 	-	$	-	 	410,000	 	-	 	-	 	410,000	$	-	 	Wal-Mart, BJ's Wholesale Club	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(under development by tenants)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Hanover I and II	 	100.0%	 	94.4%	 	17.83	 	353,000	 	347,000	 	6,000	 	-	 	25,136	(10)  	The Home Depot, Dick's Sporting Goods, Marshalls	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Garfield	 	100.0%	 	-	 	-	 	325,000	 	-	 	-	 	325,000	 	-	 	Wal-Mart, The Home Depot (under development	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	by tenant)	
Totowa	 	100.0%	 	85.6%	 	18.59	 	318,000	 	224,000	 	94,000	 	-	 	27,201	(10)	The Home Depot, Bed Bath & Beyond (6) , Marshalls	

Bricktown	 	100.0%	 	99.5%	 	17.16	 	280,000	 	277,000	 	3,000	 	-	 	15,015	(10)	Kohl's, ShopRite, Marshalls	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Union (Route 22 and Morris Avenue)	 	100.0%	 	99.4%	 	23.33	 	276,000	 	113,000	 	163,000	 	-	 	30,891	(10)	Lowe's, Toys "R" Us	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hackensack	 	100.0%	 	98.3%	 	21.31	 	275,000	 	209,000	 	66,000	 	-	 	23,033	(10)	The Home Depot, Pathmark	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cherry Hill	 	100.0%	 	99.2%	 	16.38	 	264,000	 	58,000	 	206,000	 	-	 	13,809	(10)	Wal-Mart, Toys "R" Us	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Jersey City	 	100.0%	 	100.0%	 	19.86	 	236,000	 	66,000	 	170,000	 	-	 	17,633	(10)	Lowe's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Union (2445 Springfield Avenue)	 	100.0%	 	100.0%	 	17.85	 	232,000	 	232,000	 	-	 	-	 	-	 	The Home Depot	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Brunswick I	 	100.0%	 	83.9%	 	15.05	 	231,000	 	221,000	 	10,000	 	-	 	20,966	(10)	Kohl's, Dick's Sporting Goods,	
(325 - 333 Route 18 South)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	T.J. Maxx	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Middletown	 	100.0%	 	100.0%	 	14.33	 	231,000	 	179,000	 	52,000	 	-	 	15,147	(10)	Kohl's, Stop & Shop	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Woodbridge	 	100.0%	 	100.0%	 	17.50	 	227,000	 	87,000	 	140,000	 	-	 	20,361	(10)	Wal-Mart, Syms	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
North Plainfield	 	100.0%	 	74.8%	 	7.83	 	219,000	 	219,000	 	-	 	-	 	10,023	(10)  	Kmart, Pathmark	
(ground leased through 2060)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

26

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Marlton	 	100.0%	 	100.0% 	  $	9.89	 	214,000	 	158,000	 	7,000	 	49,000	  $	11,221	(10)  	Kohl's (6), ShopRite	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Manalapan	 	100.0%	 	100.0%	 	15.69	 	208,000	 	206,000	 	2,000	 	-	 	11,540	(10)	Best Buy, Bed Bath & Beyond, Babies "R" Us	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Rutherford	 	100.0%	 	96.7%	 	31.09	 	197,000	 	42,000	 	155,000	 	-	 	-	 	Lowe's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Brunswick II (339-341 Route 18 South)	 	100.0%	 	83.1%	 	-	 	196,000	 	33,000	 	163,000	 	-	 	-	 	Lowe's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bordentown	 	100.0%	 	100.0%	 	7.37	 	179,000	 	179,000	 	-	 	-	 	7,430	(10)	ShopRite	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Morris Plains	 	100.0%	 	100.0%	 	19.40	 	177,000	 	176,000	 	1,000	 	-	 	11,088	(10)	Kohl's, ShopRite	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dover	 	100.0%	 	98.1%	 	11.52	 	173,000	 	167,000	 	6,000	 	-	 	6,767	(10)	ShopRite, T.J. Maxx	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Delran	 	100.0%	 	76.6%	 	4.25	 	171,000	 	168,000	 	3,000	 	-	 	5,919	(10)	Sam's Club	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lodi (Route 17 North)	 	100.0%	 	100.0%	 	9.99	 	171,000	 	171,000	 	-	 	-	 	8,647	(10)	National Wholesale Liquidators	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Watchung	 	100.0%	 	97.3%	 	21.49	 	170,000	 	54,000	 	116,000	 	-	 	12,464	(10)	BJ's Wholesale Club	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lawnside	 	100.0%	 	100.0%	 	12.82	 	145,000	 	142,000	 	3,000	 	-	 	9,757	(10)	The Home Depot, Petsmart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Hazlet	 	100.0%	 	100.0%	 	2.44	 	123,000	 	123,000	 	-	 	-	 	-	 	Stop & Shop	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Kearny	 	100.0%	 	100.0%	 	14.07	 	104,000	 	32,000	 	72,000	 	-	 	3,442	(10)	Pathmark, Marshalls	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Turnersville	 	100.0%	 	100.0%	 	6.25	 	96,000	 	89,000	 	7,000	 	-	 	3,763	(10)  	Haynes Furniture (6)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lodi (Washington Street)	 	100.0%	 	100.0%	 	21.74	 	85,000	 	85,000	 	-	 	-	 	10,738	 	A&P	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Carlstadt	 	100.0%	 	100.0%	 	22.25	 	78,000	 	78,000	 	-	 	-	 	7,690	 	Stop & Shop	
(ground leased through 2050)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
North Bergen (Kennedy Boulevard)	 	100.0%	 	100.0%	 	30.76	 	63,000	 	7,000	 	56,000	 	-	 	3,650	(10)	Waldbaum's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
South Plainfield	 	100.0%	 	100.0%	 	20.40	 	56,000	 	56,000	 	-	 	-	 	-	 	Staples	
(ground leased through 2039)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Englewood	 	100.0%	 	94.8%	 	30.22	 	41,000	 	41,000	 	-	 	-	 	12,380	 	New York Sports Club	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Eatontown	 	100.0%	 	100.0%	 	25.27	 	30,000	 	30,000	 	-	 	-	 	-	 	Petco	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Montclair	 	100.0%	 	100.0%	 	20.48	 	18,000	 	18,000	 	-	 	-	 	1,773	(10)	Whole Foods Market	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total New Jersey	 	 	 	 	 	 	 	6,572,000	 	4,287,000	 	1,501,000	 	784,000	 	347,484	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pennsylvania:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Allentown	 	100.0%	 	99.7%	 	14.52	 	627,000	 	270,000	 	357,000	 	-	 	21,406	(10)	Wal-Mart, Sam's Club, ShopRite, Burlington Coat Factory, T.J. Maxx, Dick's Sporting Goods	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Philadelphia	 	100.0%	 	78.1%	 	13.09	 	430,000	 	430,000	 	-	 	-	 	8,245	(10)	Kmart, Health Partners	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wilkes-Barre	 	100.0%	 	83.3%	 	12.68	 	329,000	(5)	204,000	 	125,000	(5)	-	 	21,165	 	Target, Babies "R" Us,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ross Stores	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lancaster	 	100.0%	 	100.0%	 	4.55	 	228,000	 	58,000	 	170,000	 	-	 	-	 	Lowe's, Weis Markets	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bensalem	 	100.0%	 	100.0%	 	11.09	 	184,000	 	176,000	 	8,000	 	-	 	5,915	(10)	Kohl's (6), Ross Stores	

27

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Broomall	 	100.0%	 	100.0%  	   $	10.65	 	169,000	 	147,000	 	22,000	 	-   	   $	9,002	(10)    	Giant Food (6) , A.C. Moore, Petsmart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bethlehem	 	100.0%	 	87.1%	 	6.18	 	167,000	 	164,000	 	3,000	 	-	 	3,744	(10)	Giant Food, Superpetz	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Upper Moreland	 	100.0%	 	100.0%	 	9.75	 	122,000	 	122,000	 	-	 	-	 	6,400	(10)	Sam's Club	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
York	 	100.0%	 	100.0%	 	7.80	 	110,000	 	110,000	 	-	 	-	 	3,785	(10)	Ashley Furniture	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Levittown	 	100.0%	 	100.0%	 	6.25	 	105,000	 	105,000	 	-	 	-	 	3,025	(10)	Haynes Furniture	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Glenolden	 	100.0%	 	100.0%	 	23.13	 	102,000	 	10,000	 	92,000	 	-	 	6,751	(10)	Wal-Mart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wilkes-Barre	 	100.0%	 	50.1%	 	4.65	 	81,000	 	81,000	 	-	 	-	 	-	 	Ollie's Bargain Outlet	
(ground and building leased through 2014)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wyomissing	 	100.0%	 	89.0%	 	14.17	 	79,000	 	79,000	 	-	 	-	 	-	 	LA Fitness	
(ground and building leased through 2065)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Pennsylvania	 	 	 	 	 	 	 	2,733,000	 	1,956,000	 	777,000	 	-	 	89,438	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New York:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Poughkeepsie, NY	 	100.0%	 	100.0%	 	7.65	 	670,000	 	306,000	 	2,000	 	362,000	 	-	 	Christmas Tree Shops, Kmart,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Burlington Coat Factory, ShopRite	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bronx (Bruckner Boulevard)	 	100.0%	 	98.9%	 	17.74	 	501,000	 	387,000	 	114,000	 	-	 	-	 	Kmart, Toys "R" Us, Key Food	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Buffalo (Amherst) (ground leased	 	100.0%	 	45.0%	 	5.54	 	296,000	 	227,000	 	69,000	 	-	 	6,453	(10)	T.J. Maxx, Toys "R" Us	
through 2017)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Huntington	 	100.0%	 	96.4%	 	12.96	 	208,000	 	208,000	 	-	 	-	 	16,072	 	Kmart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rochester	 	100.0%	 	100.0%	 	-	 	205,000	 	-	 	205,000	 	-	 	-	 	Wal-Mart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mt. Kisco	 	100.0%	 	100.0%	 	21.35	 	188,000	 	71,000	 	117,000	 	-	 	29,992	 	Target, A&P	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Freeport (437 East Sunrise Highway)	 	100.0%	 	100.0%	 	17.29	 	167,000	 	167,000	 	-	 	-	 	13,630	(10)	The Home Depot, Cablevision	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Staten Island	 	100.0%	 	96.9%	 	18.62	 	165,000	 	165,000	 	-	 	-	 	17,448	 	Waldbaum's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rochester (Henrietta)	 	100.0%	 	89.2%	 	3.31	 	158,000	 	158,000	 	-	 	-	 	-	 	Kohl's, Ollie's Bargain Outlet	
(ground leased through 2056)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Albany (Menands)	 	100.0%	 	74.0%	 	9.00	 	140,000	 	140,000	 	-	 	-	 	5,726	(10)	Bank of America	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Hyde Park (ground and building	 	100.0%	 	100.0%	 	17.25	 	101,000	 	101,000	 	-	 	-	 	6,879	(10)	Stop & Shop	
leased through 2029)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Inwood	 	100.0%	 	93.4%	 	20.70	 	100,000	 	100,000	 	-	 	-	 	-	 	Stop & Shop	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
North Syracuse (ground and building	 	100.0%	 	100.0%	 	-	 	98,000	 	-	 	98,000	 	-	 	-	 	Wal-Mart	
leased through 2014)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
West Babylon	 	100.0%	 	98.0%	 	12.87	 	79,000	 	79,000	 	-	 	-	 	6,687	 	Waldbaum's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bronx (1750-1780 Gun Hill Road)	 	100.0%	 	35.2%	 	35.59	 	74,000	 	46,000	 	-	 	28,000	 	-	 	T.G.I. Friday's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Queens	 	100.0%	 	98.7%	 	37.17	 	58,000	 	58,000	 	-	 	-	 	-	 	New York Sports Club, Bank of America	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Oceanside	 	100.0%	 	100.0%	 	25.33	 	16,000	 	16,000	 	-	 	-	 	-	 	Party City	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total New York	 	 	 	 	 	 	 	3,224,000	 	2,229,000	 	605,000	 	390,000	 	102,887	 	 	

28

ITEM 2.	PROPERTIES - Continued	
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Maryland:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Baltimore (Towson)	 	100.0%	 	78.6%	   $	15.39	 	142,000	 	142,000	 	-	 	-	   $	10,489	(10) 	Shoppers Food Warehouse, Staples, A.C. Moore	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Annapolis	 	100.0%	 	100.0%	 	8.99	 	128,000	 	128,000	 	-	 	-	 	-	 	The Home Depot	
(ground and building leased through 2042)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Glen Burnie	 	100.0%	 	78.5%	 	10.06	 	121,000	 	65,000	 	56,000	 	-	 	5,398	(10)	Weis Markets	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rockville	 	100.0%	 	100.0%	 	22.94	 	94,000	 	94,000	 	-	 	-	 	14,344	 	Regal Cinemas	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Maryland	 	 	 	 	 	 	 	485,000	 	429,000	 	56,000	 	-	 	30,231	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Massachusetts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Chicopee	 	100.0%	 	100.0%	 	-	 	224,000	 	-	 	224,000	 	-	 	-	 	Wal-Mart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Springfield	 	100.0%	 	97.3%	 	14.86	 	150,000	 	33,000	 	117,000	 	-	 	2,878	(10)	Wal-Mart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Milford	 	100.0%	 	100.0%	 	5.76	 	83,000	 	83,000	 	-	 	-	 	-	 	Kohl's	
(ground and building leased through 2019)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Massachusetts	 	 	 	 	 	 	 	457,000	 	116,000	 	341,000	 	-	 	2,878	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
California:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Jose	 	45.0%	 	100.0%	 	29.18	 	651,000	(5)	404,000	 	158,000	(5)	89,000	 	132,128	 	Target (5) , The Home Depot, Toys "R" Us, Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Beverly Connection, Los Angeles	 	50.0%	 	100.0%	 	35.79	 	322,000	 	219,000	 	-	 	103,000	 	100,000	 	Marshalls, Old Navy, Sports Chalet, Nordstrom’s Rack, Ross Dress for Less, Loehmann’s	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
Pasadena (ground leased through 2077)	 	100.0%	 	62.7%	 	30.53	 	133,000	 	133,000	 	-	 	-	 	-	 	Breakthru Fitness, Trader Joes	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Francisco (The Cannery) (2801	 	95.0%	 	34.6%	 	26.17	 	106,000	 	106,000	 	-	 	-	 	18,561	 	 	
Leavenworth Street)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Francisco (275 Sacramento Street)	 	100.0%	 	100.0%	 	32.90	 	76,000	 	76,000	 	-	 	-	 	-	 	Open TV Inc.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Francisco (3700 Geary Boulevard)	 	100.0%	 	100.0%	 	30.00	 	30,000	 	30,000	 	-	 	-	 	-	 	OfficeMax	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Walnut Creek (1149 South Main Street)	 	100.0%	 	100.0%	 	39.79	 	29,000	 	29,000	 	-	 	-	 	-	 	Barnes & Noble	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Walnut Creek (1556 Mt. Diablo Boulevard)	 	95.0%	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total California	 	 	 	 	 	 	 	1,347,000	 	997,000	 	158,000	 	192,000	 	250,689	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Connecticut:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Newington	 	100.0%	 	100.0%	 	15.01	 	188,000	 	43,000	 	145,000	 	-	 	6,029	(10)	Wal-Mart, Staples	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Waterbury	 	100.0%	 	100.0%	 	14.68	 	148,000	 	143,000	 	5,000	 	-	 	5,684	(10)	Price Chopper	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Connecticut	 	 	 	 	 	 	 	336,000	 	186,000	 	150,000	 	-	 	11,713	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Virginia:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Norfolk	 	100.0%	 	100.0%	 	5.85	 	114,000	 	114,000	 	-	 	-	 	-	 	BJ's Wholesale Club	
(ground and building leased through 2069)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Michigan:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Roseville	 	100.0%	 	97.5%	 	5.01	 	119,000	 	119,000	 	-	 	-	 	-	 	JCPenney	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington, DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
3040 M Street	 	100.0%	 	100.0%	 	46.36	 	42,000	 	42,000	 	-	 	-	 	-	 	Barnes & Noble, Barneys	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Hampshire:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Salem (ground leased through 2102)	 	100.0%	 	100.0%	 	-	 	37,000	 	-	 	37,000	 	-	 	-	 	Babies "R" Us	

29

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
ACQUIRED FROM TOYS 'R' US	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wheaton, MD	 	100.0%	 	100.0%	  $	13.58	 	66,000	 	66,000	 	-	 	-	   $	-	   	Best Buy	
(ground leased through 2060)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Francisco, CA (2675 Geary Street)	 	100.0%	 	100.0%	 	45.76	 	55,000	 	55,000	 	-	 	-	 	-	 	Best Buy	
(ground and building leased through 2043)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Coral Springs, FL	 	100.0%	 	100.0%	 	9.20	 	53,000	 	53,000	 	-	 	-	 	-	 	Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cambridge, MA	 	100.0%	 	100.0%	 	19.84	 	48,000	 	48,000	 	-	 	-	 	-	 	Petsmart	
(ground and building leased through 2033)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Battle Creek, MI	 	100.0%	 	-	 	-	 	47,000	 	47,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bourbonnais, IL	 	100.0%	 	100.0%	 	9.95	 	47,000	 	47,000	 	-	 	-	 	-	 	Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Commack, NY	 	100.0%	 	59.0%	 	22.56	 	47,000	 	47,000	 	-	 	-	 	-	 	Petsmart	
(ground and building leased through 2021)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lansing, IL	 	100.0%	 	-	 	-	 	47,000	 	47,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Springdale, OH	 	100.0%	 	-	 	-	 	47,000	 	47,000	 	-	 	-	 	-	 	 	
(ground and building leased through 2046)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Arlington Heights, IL	 	100.0%	 	100.0%	 	9.00	 	46,000	 	46,000	 	-	 	-	 	-	 	RVI	
(ground and building leased through 2043)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bellingham, WA	 	100.0%	 	-	 	-	 	46,000	 	46,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dewitt, NY	 	100.0%	 	100.0%	 	18.60	 	46,000	 	46,000	 	-	 	-	 	-	 	Best Buy	
(ground leased through 2041)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Littleton, CO	 	100.0%	 	100.0%	 	13.93	 	46,000	 	46,000	 	-	 	-	 	-	 	Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ogden, UT	 	100.0%	 	-	 	-	 	46,000	 	46,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Redding, CA	 	100.0%	 	49.7%	 	13.00	 	46,000	 	46,000	 	-	 	-	 	-	 	Petsmart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Antioch, TN	 	100.0%	 	100.0%	 	6.96	 	45,000	 	45,000	 	-	 	-	 	-	 	Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Charleston, SC	 	100.0%	 	100.0%	 	13.51	 	45,000	 	45,000	 	-	 	-	 	-	 	Best Buy	
(ground leased through 2063)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dorchester, MA	 	100.0%	 	100.0%	 	29.85	 	45,000	 	45,000	 	-	 	-	 	-	 	Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Signal Hill, CA	 	100.0%	 	100.0%	 	21.89	 	45,000	 	45,000	 	-	 	-	 	-	 	Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tampa, FL	 	100.0%	 	-	 	-	 	45,000	 	45,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Vallejo, CA	 	100.0%	 	100.0%	 	15.92	 	45,000	 	45,000	 	-	 	-	 	-	 	Best Buy	
(ground leased through 2043)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Freeport, NY (240 West Sunrise Highway)	 	100.0%	 	100.0%	 	18.44	 	44,000	 	44,000	 	-	 	-	 	-	 	Bob's Discount Furniture	
(ground and building leased through 2040)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fond Du Lac, WI	 	100.0%	 	100.0%	 	7.12	 	43,000	 	43,000	 	-	 	-	 	-	 	Petsmart	
(ground leased through 2073)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

30

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Antonio, TX	 	100.0%	 	100.0%	  $	9.06	 	43,000	 	43,000	 	-	 	-	  $	-	   	Best Buy	
(ground and building leased through 2041)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Chicago, IL	 	100.0%	 	100.0%	 	10.94	 	41,000	 	41,000	 	-	 	-	 	-	 	Best Buy	
(ground and building leased through 2051)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Springfield, PA	 	100.0%	 	100.0%	 	19.00	 	41,000	 	41,000	 	-	 	-	 	-	 	Petsmart	
(ground and building leased through 2025)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tyson's Corner, VA	 	100.0%	 	100.0%	 	35.57	 	38,000	 	38,000	 	-	 	-	 	-	 	Best Buy	
(ground and building leased through 2035)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Miami, FL	 	100.0%	 	85.0%	 	11.25	 	33,000	 	33,000	 	-	 	-	 	-	 	Office Depot	
(ground and building leased through 2034)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Owensboro, KY	 	100.0%	 	100.0%	 	6.96	 	32,000	 	32,000	 	-	 	-	 	-	 	Best Buy	
(ground and building leased through 2046)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dubuque, IA	 	100.0%	 	100.0%	 	9.00	 	31,000	 	31,000	 	-	 	-	 	-	 	Petsmart	
(ground leased through 2043)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Grand Junction, CO	 	100.0%	 	100.0%	 	10.84	 	31,000	 	31,000	 	-	 	-	 	-	 	Best Buy	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Merced, CA	 	100.0%	 	100.0%	 	13.27	 	31,000	 	31,000	 	-	 	-	 	-	 	Petsmart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Midland, MI (ground leased through 2043)	 	100.0%	 	83.6%	 	8.38	 	31,000	 	31,000	 	-	 	-	 	-	 	Petsmart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Texarkana, TX (ground leased through 2043)	 	100.0%	 	100.0%	 	4.39	 	31,000	 	31,000	 	-	 	-	 	-	 	Home Zone	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Vero Beach, FL	 	100.0%	 	100.0%	 	10.50	 	30,000	 	30,000	 	-	 	-	 	-	 	Petsmart	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Acquired From Toys 'R' Us	 	 	 	 	 	 	 	1,503,000	 	1,503,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
CALIFORNIA SUPERMARKETS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Colton (1904 North Rancho Avenue)	 	100.0%	 	100.0%	 	4.44	 	73,000	 	73,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Riverside (9155 Jurupa Road)	 	100.0%	 	100.0%	 	6.00	 	42,000	 	42,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Bernadino (1522 East Highland Avenue)	 	100.0%	 	100.0%	 	7.23	 	40,000	 	40,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Riverside (5571 Mission Boulevard)	 	100.0%	 	100.0%	 	4.97	 	39,000	 	39,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mojave (ground leased through 2079)	 	100.0%	 	100.0%	 	6.55	 	34,000	 	34,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corona (ground leased through 2079)	 	100.0%	 	100.0%	 	7.76	 	33,000	 	33,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Yucaipa	 	100.0%	 	100.0%	 	4.13	 	31,000	 	31,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Barstow	 	100.0%	 	100.0%	 	7.15	 	30,000	 	30,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Moreno Valley	 	100.0%	 	-	 	-	 	30,000	 	30,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
San Bernadino (648 West 4th Street)	 	100.0%	 	100.0%	 	6.74	 	30,000	 	30,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Beaumont	 	100.0%	 	100.0%	 	5.58	 	29,000	 	29,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Calimesa	 	100.0%	 	100.0%	 	6.99	 	29,000	 	29,000	 	-	 	-	 	-	 	Stater Brothers	

31

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Desert Hot Springs	 	100.0%	 	100.0%  	  $	5.61	 	29,000	 	29,000	 	-	 	-	  $	-	    	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rialto	 	100.0%	 	100.0%	 	5.74	 	29,000	 	29,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Anaheim	 	100.0%	 	100.0%	 	7.02	 	26,000	 	26,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Colton (151 East Valley Boulevard)	 	100.0%	 	100.0%	 	6.03	 	26,000	 	26,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fontana	 	100.0%	 	100.0%	 	6.26	 	26,000	 	26,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Garden Grove	 	100.0%	 	100.0%	 	6.82	 	26,000	 	26,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Orange	 	100.0%	 	100.0%	 	9.81	 	26,000	 	26,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Santa Ana	 	100.0%	 	100.0%	 	7.23	 	26,000	 	26,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Westminster	 	100.0%	 	100.0%	 	9.09	 	26,000	 	26,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ontario	 	100.0%	 	100.0%	 	7.64	 	24,000	 	24,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rancho Cucamonga	 	100.0%	 	100.0%	 	7.26	 	24,000	 	24,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Costa Mesa (707 West 19th Street)	 	100.0%	 	100.0%	 	10.56	 	18,000	 	18,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Costa Mesa (2180 Newport Boulevard)	 	100.0%	 	100.0%	 	11.63	 	17,000	 	17,000	 	-	 	-	 	-	 	Stater Brothers	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total California Supermarkets	 	 	 	 	 	 	 	763,000	 	763,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Strip Shopping Centers	 	 	 	92.0%	$	14.96	 	17,732,000	 	12,741,000	 	3,625,000	 	1,366,000	$	835,320	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	91.9%	$	14.52	 	17,021,000	 	12,404,000	 	3,351,000	 	1,266,000	$	711,722	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
MANHATTAN STREET RETAIL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Manhattan Mall	 	100.0%	 	100.0%	$	111.34	 	243,000	 	80,000	 	-	 	163,000	$	72,640	 	JC Penney	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
4 Union Square South	 	100.0%	 	100.0%	 	49.99	 	203,000	 	203,000	 	-	 	-	 	-	 	Filene's Basement, Whole Foods Market,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	DSW, Forever 21	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1540 Broadway	 	100.0%	 	80.0%	 	31.99	 	159,000	 	159,000	 	-	 	-	 	-	 	Forever 21, Planet Hollywood	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
478-486 Broadway	 	100.0%	 	100.0%	 	101.96	 	87,000	 	77,000	 	-	 	10,000	 	-	 	Top Shop, Madewell, J. Crew	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
25 West 14th Street	 	100.0%	 	100.0%	 	56.26	 	62,000	 	62,000	 	-	 	-	 	-	 	Guitar Center, Levi's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
435 Seventh Avenue	 	100.0%	 	100.0%	 	165.32	 	43,000	 	43,000	 	-	 	-	 	-	 	Hennes & Mauritz	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
155 Spring Street	 	100.0%	 	85.3%	 	89.81	 	42,000	 	42,000	 	-	 	-	 	-	 	Sigrid Olsen	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
692 Broadway	 	100.0%	 	-	 	-	 	35,000	 	35,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1135 Third Avenue	 	100.0%	 	100.0%	 	98.43	 	25,000	 	25,000	 	-	 	-	 	-	 	The GAP	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
715 Lexington (ground leased through	 	100.0%	 	100.0%	 	155.56	 	23,000	 	23,000	 	-	 	-	 	-	 	New York & Company, Zales	
2041)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
7 West 34th Street	 	100.0%	 	100.0%	 	186.04	 	21,000	 	21,000	 	-	 	-	 	-	 	Express	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
828-850 Madison Avenue	 	100.0%	 	100.0%	 	372.98	 	18,000	 	18,000	 	-	 	-	 	80,000	 	Gucci, Chloe, Cartier, Nicholas Petrou	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
484 Eighth Avenue	 	100.0%	 	100.0%	 	82.26	 	14,000	 	14,000	 	-	 	-	 	-	 	T.G.I. Friday's	

32

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
RETAIL (Continued):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
148 Spring Street	 	100.0%	 	43.3%	  $	100.67	 	11,000	 	11,000	 	-	 	-	  $	-	   	Briel	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
40 East 66th Street	 	100.0%	 	91.9%	 	404.39	 	10,000	 	10,000	 	-	 	-	 	-	 	Dennis Basso, Nespresso USA, Krizia	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
431 Seventh Avenue	 	100.0%	 	75.0%	 	49.38	 	10,000	 	10,000	 	-	 	-	 	-	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
387 West Broadway	 	100.0%	 	100.0%	 	120.68	 	9,000	 	9,000	 	-	 	-	 	-	 	Reiss	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
677-679 Madison Avenue	 	100.0%	 	100.0%	 	314.33	 	8,000	 	8,000	 	-	 	-	 	-	 	Anne Fontaine	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
150 Spring Street	 	100.0%	 	78.8%	 	138.79	 	7,000	 	7,000	 	-	 	-	 	-	 	Puma	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
211-217 Columbus Avenue	 	100.0%	 	100.0%	 	274.93	 	6,000	 	6,000	 	-	 	-	 	-	 	Club Monaco	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
968 Third Avenue	 	50.0%	 	100.0%	 	161.29	 	6,000	 	6,000	 	-	 	-	 	-	 	ING Bank	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
386 West Broadway	 	100.0%	 	100.0%	 	177.64	 	4,000	 	4,000	 	-	 	-	 	4,518	 	Miss Sixty	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
825 Seventh Avenue	 	100.0%	 	100.0%	 	166.56	 	4,000	 	4,000	 	-	 	-	 	-	 	Lindy's	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Manhattan Street Retail	 	 	 	90.4%	$	97.47	 	1,050,000	 	877,000	 	-	 	173,000	$	157,158	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	90.4%	$	97.18	 	1,047,000	 	874,000	 	-	 	173,000	$	157,158	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Retail Space	 	 	 	92.2%	 	 	 	26,924,000	 	18,898,000	 	5,342,000	 	2,684,000	$	2,249,657	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	92.1%	 	 	 	24,416,000	 	18,183,000	 	3,678,000	 	2,555,000	$	2,037,239	 	 	

33

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
MERCHANDISE MART:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
ILLINOIS:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Merchandise Mart, Chicago	 	100.0%	 	96.5%	  $	29.41	 	3,493,000	 	3,493,000	 	-	 	-	  $	550,000	   	American Intercontinental University (AIU), Baker, Knapp & Tubbs, Bankers Life & Casualty, CCC Information Services, Ogilvy Group (WPP), Chicago Teachers Union, Publicis Groupe, Office of the Special Deputy Receiver, Royal Bank of Canada, Holly Hunt Ltd., Merchandise Mart Headquarters, Steelcase, Chicago School of Professional Psychology	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		

350 West Mart Center, Chicago	 	100.0%	 	96.8%	 	27.73	 	1,211,000	 	1,211,000	 	-	 	-	 	-	 	21st Century Telecom/RCN, Ameritech, Bank of America, Chicago Sun-Times, Comcast, Fiserv Solutions, Ogilvy Group (WPP),
Illinois Institute of Art	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other	 	50.0%	 	100.0%	 	32.31	 	19,000	 	19,000	 	-	 	-	 	25,000	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Illinois	 	 	 	96.6%	 	28.99	 	4,723,000	 	4,723,000	 	-	 	-	 	575,000	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
WASHINGTON, DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington Design Center	 	100.0%	 	97.4%	 	35.08	 	392,000	 	392,000	 	-	 	-	 	44,992	 	General Services Administration	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
HIGH POINT, NORTH CAROLINA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Market Square Complex	 	100.0%	 	90.0%	 	17.43	 	2,013,000	 	2,013,000	 	-	 	-	 	220,360	 	ART Furniture, Cambium Business, Canadel Furniture, Century Furniture Company, DMI Furniture, La-Z-Boy, Master Design, Legacy Classic Furniture, Progressive Furniture, Robinson & Robinson	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		
CALIFORNIA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
L.A. Mart	 	100.0%	 	78.6%	 	20.37	 	781,000	 	781,000	 	-	 	-	 	-	 	Penstan Investments	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NEW YORK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
7 West 34th Street	 	100.0%	 	90.8%	 	38.12	 	420,000	 	420,000	 	-	 	-	 	-	 	Kurt Adler	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
MASSACHUSETTS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Boston Design Center	 	100.0%	 	98.0%	 	29.42	 	553,000	 	553,000	 	-	 	-	 	70,740	 	Boston Brewing/Fitch Puma, Robert Allen	
(ground leased through 2060)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Merchandise Mart	 	 	 	93.3%	$	26.45	 	8,882,000	 	8,882,000	 	-	 	-	$	911,092	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	93.3%	$	26.45	 	8,873,000	 	8,873,000	 	-	 	-	$	898,592	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

34

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
555 CALIFORNIA STREET:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
555 California Street	 	70.0%	 	92.9%	  $	58.95	 	1,497,000	 	1,497,000	 	-	 	-  	  $	720,671	(9)  	Bank of America, N.A., Dodge & Cox, Goldman Sachs & Co., Jones Day, Kirkland & Ellis LLP, Lehman Brothers Inc., McKinsey & Company Inc., UBS Financial Services, Morgan Stanley & Co. Inc.	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		

315 Montgomery Street	 	70.0%	 	100.0%	 	40.79	 	228,000	 	228,000	 	-	 	-	 	-	 	Bank of America, N.A.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
345 Montgomery Street	 	70.0%	 	100.0%	 	96.45	 	64,000	 	64,000	 	-	 	-	 	-	 	Bank of America, N.A.	

Total 555 California Street	 	 	 	94.0%	$	57.98	 	1,789,000	 	1,789,000	 	-	 	-	$	720,671	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	94.0%	$	57.98	 	1,252,000	 	1,252,000	 	-	 	-	$	512,512	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other California Properties:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
150 Van Ness Ave./155 Hayes St.	 	9.0%	 	100.0%	$	13.28	 	157,000	 	157,000	 	-	 	-	$	-	 	CSAA Inter-Insurance Bureau	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
150 Hayes Street	 	9.0%	 	100.0%	 	8.51	 	128,000	 	128,000	 	-	 	-	 	-	 	CSAA Inter-Insurance Bureau	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
100 Van Ness Ave.	 	9.0%	 	100.0%	 	12.54	 	414,000	 	414,000	 	-	 	-	 	85,249	 	CSAA Inter-Insurance Bureau	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Other California Properties	 	 	 	100.0%	$	11.97	 	699,000	 	699,000	 	-	 	-	$	85,249	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	100.0%	$	11.97	 	63,000	 	63,000	 	-	 	-	$	7,672	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 

35

 

ITEM 2.	PROPERTIES - Continued	
 
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
WAREHOUSES :	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NEW JERSEY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Hanover - Five Buildings	 	100.0%	 	100.0%	  $	5.10	 	942,000	 	942,000	 	-	 	-	  $	25,268	   	J, Leven & Company, Foremost Int'l Trading Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Tri-coastal Design Group Inc.,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fidelity Paper & Supply Inc., Gardner Industries,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Stephen Gould Paper Co., Givaudan Flavors Corp.	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Edison	 	100.0%	 	100.0%	 	3.32	 	272,000	 	272,000	 	-	 	-	 	-	 	Propack Incorporated, Lamitech Inc.	

Total Warehouses	 	 	 	100.0%	$	4.70	 	1,214,000	 	1,214,000	 	-	 	-	$	25,268	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	100.0%	$	4.70	 	1,214,000	 	1,214,000	 	-	 	-	$	25,268	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 

36

 

ITEM 2.	PROPERTIES - Continued	
 	 	 	 	 	 	 	 	 	 	Square Feet	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	In Service	 	Out of Service	 	 	 	 	
 	 	%	 	%	 	Annualized	 	 	 	Owned by	 	Owned By	 	Under	 	Encumbrances	 	 	
Property	 	Ownership	 	Occupancy	 	Rent PSF (1)	 	Total	 	Company	 	Tenant	 	Development	 	(in thousands)	 	Major Tenants	
ALEXANDER'S INC.:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New York:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
731 Lexington Avenue, Manhattan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Office	 	32.5%	 	100.0%	  $	79.14	 	885,000	 	885,000	 	-	 	-	  $	373,637	 	Bloomberg, Citigroup	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Retail	 	32.5%	 	100.0%	 	147.23	 	174,000	 	174,000	 	-	 	-	 	320,000	 	Hennes & Mauritz, Home Depot,	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	The Container Store	
 	 	 	 	 	 	 	 	1,059,000	 	1,059,000	 	-	 	-	 	693,637	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Kings Plaza Regional Shopping Center,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Brooklyn (24.3 acres)	 	32.5%	 	93.6%	 	39.78	 	1,098,000	 	759,000	 	339,000	(7)	-	 	199,537	 	Sears, Lowe's (ground lessee), Macy*s(7)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rego Park I, Queens (4.8 acres)	 	32.5%	 	85.4%	 	27.57	 	351,000	 	351,000	 	-	 	-	 	78,386	 	Sears, Bed Bath & Beyond, Marshalls	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Flushing, Queens(8) (1.0 acre)	 	32.5%	 	100.0%	 	14.12	 	177,000	 	177,000	 	-	 	-	 	-	 	New World Mall LLC	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Jersey:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Paramus, New Jersey	 	32.5%	 	100.0%	 	-	 	-	 	-	 	-	 	-	 	68,000	 	IKEA (ground lessee)	
(30.3 acres ground leased to IKEA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
through 2041)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property under Development:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rego Park II (adjacent to Rego Park I),	 	32.5%	 	-	 	-	 	600,000	 	-	 	-	 	600,000	 	181,695	 	Century 21, Home Depot, Kohl's	
Queens, NY (6.6 acres)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property to be Developed:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rego Park III (adjacent to Rego Park II),	 	32.5%	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	 	
Queens, NY (3.4 acres)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Alexander's	 	 	 	 	 	 	 	3,285,000	 	2,346,000	 	339,000	 	600,000	$	1,221,255	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Our Ownership Interest	 	 	 	 	 	 	 	1,067,625	 	762,450	 	110,175	 	195,000	$	396,908	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

37

 

ITEM 2.	PROPERTIES - Continued	

(1)	Annualized Rent PSF excludes ground rent, storage rent and garages.	
(2)	Excludes US Post Office leased through 2038 (including five five-year renewal options for which the
annual escalated rent is $9.68 PSF).	
(3)	Excludes 918,000 square feet in two buildings owned by ground lessees on land leased from us, including
Pentagon Row Retail and Residential and Ritz Carlton (7.5% interest).	
(4)	Annualized Base Rent shown is for mall tenants only. Below is the base rent per square foot including both mall
tenants and anchor tenants for each property:	
 	Green Acres Mall, Valley Stream, NY	$18.43	
 	Monmouth Mall, Eatontown, NJ	23.98	
 	Springfield Mall, Springfield, VA (97.5% Ownership)	16.89	
 	Bergen Town Center, Paramus, NJ	20.83	
 	Broadway Mall, Hicksville, NY	17.43	
 	Montehiedra, Puerto Rico	20.03	
 	Las Catalinas, Puerto Rico	35.14	
(5)	Includes square footage of anchors who own the land and building.	
(6)	The leases for these former Bradlees locations are guaranteed by Stop and Shop (70% as to Totowa).	
(7)	Owned by Macy*s, Inc.	
(8)	Leased by Alexander's through January 2037.	
(9)	Cross-collateralized by 555 California Street and 315 and 345 Montgomery Streets.	
(10)	These encumbrances are cross-collateralized under a blanket mortgage in the amount of $448,115 as of December 31, 2008.	

38

NEW YORK OFFICE PROPERTIES
 
As of December 31, 2008, we own 28 New York Office properties aggregating 16.1 million square feet, including 15.1 million square feet of office space, 817,000 square feet of retail space and 183,000 square feet of showroom space. In addition, the New York Office Properties segment includes 6 garages totaling 368,000 square feet (1,739 spaces) which are managed by or leased to third parties. The garage space is excluded from the statistics provided in this section.
 
Occupancy and average annual escalated rent per square foot, excluding retail space:
 
As of
December 31,	 	Rentable
Square Feet	 	Occupancy Rate	 	Average Annual
Escalated Rent
Per Square Foot	 	
2008	 	16,108,000	 	96.7%	 	$	53.08	 	
2007	 	15,994,000	 	97.6%	 	 	49.34	 	
2006	 	13,692,000	 	97.5%	 	 	46.33	 	
2005	 	12,972,000	 	96.0%	 	 	43.67	 	
2004	 	12,989,000	 	95.5%	 	 	42.22	 	

2008 New York Office Properties rental revenue by tenants’ industry:
 
Industry	 	Percentage	 	
Retail	 	15%	 	
Finance	 	13%	 	
Legal Services	 	8%	 	
Insurance	 	7%	 	
Banking	 	7%	 	
Communications	 	5%	 	
Technology	 	5%	 	
Publishing	 	5%	 	
Government	 	4%	 	
Pharmaceuticals	 	4%	 	
Real Estate	 	4%	 	
Advertising	 	3%	 	
Service Contractors	 	2%	 	
Not-for-Profit	 	2%	 	
Engineering	 	2%	 	
Health Services	 	1%	 	
Other	 	13%	 	
 	 	100%	 	
 
New York Office Properties lease terms generally range from five to seven years for smaller tenant spaces to as long as 15 years for major tenants, and may provide for extension options at market rates. Leases typically provide for periodic step-ups in rent over the term of the lease and pass through to tenants, the tenant’s share of increases in real estate taxes and operating expenses over a base year. Electricity is provided to tenants on a sub-metered basis or included in rent based on surveys and adjusted for subsequent utility rate increases. Leases also typically provide for tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

39

NEW YORK OFFICE PROPERTIES - CONTINUED
 
Tenants accounting for 2% or more of 2008 New   York Office Properties total revenues:

Tenant	 	Square Feet
Leased	 	2008
Revenues	 	Percentage
of New York Office Properties
Revenues	 	Percentage
of Total
Company
Revenues	 	
AXA Equitable Life Insurance	 	815,000	 	$	37,833,000	 	3.6%	 	1.4%	 	
Macy*s, Inc.	 	539,000	 	 	23,410,000	 	2.2%	 	0.8%	 	
McGraw-Hill Companies, Inc.	 	480,000	 	 	22,040,000	 	2.1%	 	0.8%	 	
Rainbow Media Holdings	 	412,000	 	 	21,243,000	 	2.0%	 	0.8%	 	
Limited Brands	 	368,000	 	 	20,937,000	 	2.0%	 	0.8%	 	

 
2008 New York Office Properties Leasing Activity:
 
Location	 	Square
Feet	 	Average Initial
Rent Per
Square Foot (1)	 	
1290 Avenue of the Americas	 	280,000	 	$	79.20	 	
One Penn Plaza	 	219,000	 	 	64.66	 	
825 Seventh Avenue	 	161,000	 	 	65.19	 	
888 Seventh Avenue	 	129,000	 	 	93.04	 	
90 Park Avenue	 	87,000	 	 	80.30	 	
Two Penn Plaza	 	79,000	 	 	61.72	 	
20 Broad Street	 	79,000	 	 	53.06	 	
770 Broadway	 	76,000	 	 	75.00	 	
330 Madison Avenue	 	59,000	 	 	80.08	 	
909 Third Avenue	 	54,000	 	 	85.00	 	
866 UN Plaza	 	41,000	 	 	48.89	 	
350 Park Avenue	 	34,000	 	 	73.10	 	
595 Madison Avenue	 	30,000	 	 	73.24	 	
50 West 57 th Street	 	27,000	 	 	60.87	 	
Manhattan Mall	 	24,000	 	 	51.07	 	
40 Fulton Street	 	23,000	 	 	41.24	 	
150 East 58 th Street	 	23,000	 	 	66.44	 	
640 Fifth Avenue	 	20,000	 	 	106.79	 	
31 West 57 th Street	 	17,000	 	 	57.20	 	
29 West 57 th Street	 	8,000	 	 	70.91	 	
689 Fifth Avenue	 	8,000	 	 	80.00	 	
49 West 57 th Street	 	6,000	 	 	55.00	 	
Total	 	1,484,000	 	 	71.79	 	
Our Ownership Interest	 	1,246,000	 	 	71.69	 	
_________________________________

 	 	(1)	Most leases include periodic step-ups in rent, which are not reflected in the initial rent per square foot leased.	

In addition to the office space noted above, during 2008 we leased 13,468 square feet of retail space contained in office buildings at a weighted average initial rent of $205.39 per square foot.

40

 

NEW YORK OFFICE PROPERTIES - CONTINUED
 
Lease expirations as of December 31, 2008 assuming none of the tenants exercise renewal options:
 
Office Space:	 	 	 	 	 	Percentage of
New York	 	Annual Escalated
Rent of Expiring Leases	 	
Year	 	Number of
Expiring Leases	 	Square Feet of
Expiring Leases	 	Office Properties
Square Feet	 	Total	 	Per Square Foot	 	
Office Space:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Month to month	 	63	 	102,000	 	0.6%	 	$	4,277,000	 	$	41.93	 	
2009	 	147	 	887,000	 	5.6%	 	 	47,202,000	 	 	53.22	 	
2010	 	108	 	1,233,000	 	7.7%	 	 	61,740,000	 	 	50.07	 	
2011	 	73	 	876,000	 	5.5%	 	 	49,076,000	 	 	56.02	 	
2012	 	80	 	1,629,000	 	10.2%  	 	 	81,444,000	 	 	50.00	 	
2013	 	54	 	828,000	(1)	5.2%	 	 	39,310,000	 	 	47.48	 	
2014	 	62	 	761,000	 	4.8%	 	 	39,865,000	 	 	52.39	 	
2015	 	53	 	1,967,000	 	12.3%  	 	 	102,503,000	 	 	52.11	 	
2016	 	36	 	918,000	 	5.7%	 	 	45,959,000	 	 	50.06	 	
2017	 	34	 	819,000	 	5.1%	 	 	45,244,000	 	 	55.24	 	
2018	 	28	 	734,000	 	4.6%	 	 	46,395,000	 	 	63.21	 	
 
Retail Space
(contained in office buildings)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Month to month	4	 	1,000	 	 	—	$	 	112,000	 	$	112.00	 	
2009	6	 	29,000	 	 	0.2%	 	 	4,087,000	 	 	140.93	 	
2010	9	 	13,000	 	 	0.1%	 	 	1,458,000	 	 	112.15	 	
2011	5	 	38,000	 	 	0.2%	 	 	1,882,000	 	 	49.53	 	
2012	8	 	26,000	 	 	0.2%	 	 	4,376,000	 	 	168.31	 	
2013	16	 	49,000	 	 	0.3%	 	 	7,596,000	 	 	155.02	 	
2014	9	 	73,000	 	 	0.5%	 	 	14,921,000	 	 	204.40	 	
2015	9	 	32,000	 	 	0.2%	 	 	6,864,000	 	 	214.50	 	
2016	4	 	319,000	 	 	2.0%	 	 	16,576,000	 	 	51.96	 	
2017	2	 	22,000	 	 	0.1%	 	 	2,061,000	 	 	93.68	 	
2018	8	 	115,000	 	 	0.7%	 	 	11,776,000	 	 	102.40	 	

_________________________

 	(1)	Excludes 492,000 square feet at 909 Third Avenue leased to the U.S. Post Office through 2038 (including five 5-year renewal options) for which the annual escalated rent is $9.68 per square foot.	

41

 

WASHINGTON, DC OFFICE PROPERTIES
 
As of December 31, 2008, we own 84 properties aggregating 17.7 million square feet in the Washington, DC / Northern Virginia area including 76 office buildings, 7 residential properties and a hotel property. As of December 31, 2008, three buildings are out of service for redevelopment. In addition, the Washington, DC Office Properties segment includes 48 garages totaling approximately 8.9 million square feet (28,000 spaces) which are managed by or leased to third parties. The garage space is excluded from the statistics provided in this section.
 
As of December 31, 2008, 29% percent of the space in our Washington, DC Office Properties was leased to various agencies of the U.S. government.
 
Occupancy and average annual escalated rent per square foot:
 
As of
December 31,	 	Rentable
Square Feet	 	Occupancy Rate	 	Average Annual
Escalated Rent
Per Square Foot	 	
2008	 	17,666,000	 	95.0%	 	$	37.70	 	
2007	 	17,483,000	 	93.3%	 	 	35.15	 	
2006	 	17,456,000	 	92.6%	 	 	32.36	 	
2005	 	17,112,000	 	90.9%	 	 	31.68	 	
2004	 	13,773,000	 	91.3%	 	 	30.41	 	

2008 Washington, DC Office Properties rental revenue by tenants’ industry:
 
Industry	 	Percentage	 	
U.S. Government	 	35%	 	
Government Contractors	 	24%	 	
Legal Services	 	12%	 	
Membership Organizations	 	8%	 	
Manufacturing	 	3%	 	
Real Estate	 	3%	 	
Computer and Data Processing	 	3%	 	
Communication	 	2%	 	
Television Services	 	2%	 	
Health Services	 	1%	 	
Business Services	 	1%	 	
Education	 	1%	 	
Other	 	5%	 	
 	 	100%	 	
 
Washington, DC Office Properties lease terms generally range from four to seven years, and may provide for extension options at either pre-negotiated or market rates. Leases typically provide for periodic step-ups in rent over the term of the lease and pass through to tenants, the tenants’ share of increases in real estate taxes and certain property operating expenses over a base year. Periodic step-ups in rent are usually based upon either fixed percentage increases or the consumer price index. Leases also typically provide for tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

42

 

WASHINGTON, DC OFFICE PROPERTIES - CONTINUED
 
Tenants accounting for 2% or more of Washington, DC Office Properties total revenues:
 
Tenant	 	Square Feet
Leased	 	2008
Revenues	 	Percentage of
Washington, DC
Office Properties
Revenues	 	Percentage
of Total
Company
Revenues	 	
U.S. Government	 	5,154,000	 	$	152,911,000	 	24.4%	 	5.7%	 	
Howrey LLP	 	323,000	 	 	21,087,000	 	3.4%	 	0.8%	 	
Boeing	 	359,000	 	 	13,985,000	 	2.2%	 	0.5%	 	
SAIC, Inc.	 	438,000	 	 	13,952,000	 	2.2%	 	0.5%	 	
Academy for Educational Development	 	335,000	 	 	12,989,000	 	2.1%	 	0.5%	 	

2008 Washington, DC Office Properties Leasing Activity:
 
Location	 	Square Feet	 	Average Initial Rent Per Square Foot (1)	 	
 	 	 	 	 	 	 	
Skyline – 8 buildings	 	614,000	 	$	33.74	 	
2011-2451 Crystal Drive – 5 buildings	 	395,000	 	 	37.65	 	
S. Clark Street / 12 th Street – 5 buildings	 	204,000	 	 	39.55	 	
2101 L Street	 	195,000	 	 	54.02	 	
Partially Owned Entities	 	178,000	 	 	42.25	 	
1800, 1851 and 1901 South Bell Street – 3 buildings	 	155,000	 	 	36.08	 	
1550-1750 Crystal Drive / 241-251 18 th Street – 4 buildings	 	137,000	 	 	38.56	 	
2001 Jefferson Davis Highway	 	64,000	 	 	33.15	 	
Universal Building South	 	31,000	 	 	42.30	 	
Courthouse Plaza	 	25,000	 	 	38.93	 	
Reston Executive	 	20,000	 	 	34.27	 	
1227 25 th Street NW	 	17,000	 	 	49.08	 	
223 23 rd Street / 2221 South Clark Street – 2 buildings	 	15,000	 	 	29.05	 	
1150 17 th Street	 	15,000	 	 	38.31	 	
1730 M Street	 	15,000	 	 	41.85	 	
Commerce Executive	 	13,000	 	 	29.81	 	
1726 M Street	 	11,000	 	 	38.80	 	
Universal Building North	 	11,000	 	 	42.46	 	
1101 17 th Street	 	10,000	 	 	44.85	 	
1140 Connecticut Avenue	 	8,000	 	 	41.96	 	
2100 / 2200 Crystal Drive – 2 buildings	 	6,000	 	 	32.23	 	
Democracy Plaza	 	6,000	 	 	33.10	 	
Washington Office Center	 	5,000	 	 	44.33	 	
Tysons Dulles	 	2,000	 	 	34.20	 	
 	 	2,152,000	 	 	38.52	 	
_________________________

 	(1)	Most leases include periodic step-ups in rent which are not reflected in the initial rent per square foot leased.	

43

 

WASHINGTON, DC OFFICE PROPERTIES - CONTINUED
 
Lease expirations as of December 31, 2008 assuming none of the tenants exercise renewal options:
 
Year	 	Number of
Expiring Leases	 	Square Feet of
Expiring Leases	 	Percentage of
Washington, DC
Office Properties
Square Feet	 	Annual Escalated
Rent of Expiring Leases	 	
	 		 		 		 	Total	 	Per Square Foot	 	
Month to month	 	60	 	 	1,123,000	 	7.5%	 	$	22,696,000	 	$	20.21	 	
2009	 	236	 	 	1,924,000	 	12.9%	 	 	64,322,000	 	 	33.43	 	
2010	 	232	 	 	1,970,000	 	13.2%	 	 	70,820,000	 	 	35.96	 	
2011	 	220	 	 	2,158,000	 	14.5%	 	 	77,026,000	 	 	35.68	 	
2012	 	147	 	 	1,474,000	 	9.9%	 	 	56,747,000	 	 	38.49	 	
2013	 	94	 	 	927,000	 	6.2%	 	 	37,116,000	 	 	40.02	 	
2014	 	46	 	 	659,000	 	4.4%	 	 	21,893,000	 	 	33.21	 	
2015	 	45	 	 	791,000	 	5.3%	 	 	29,686,000	 	 	37.52	 	
2016	 	24	 	 	700,000	 	4.7%	 	 	26,899,000	 	 	38.43	 	
2017	 	22	 	 	295,000	 	2.0%	 	 	10,023,000	 	 	33.93	 	
2018	 	24	 	 	816,000	 	5.5%	 	 	39,652,000	 	 	48.62	 	

44

 

RETAIL PROPERTIES
 
As of December 31, 2008, we own 176 retail properties, of which 146 are strip shopping centers located primarily in the Northeast, Mid-Atlantic and California; 7 are regional malls located in New York, New Jersey, Virginia and San Juan, Puerto Rico; and 23 are retail properties located in Manhattan (“Manhattan Street Retail”). Our strip shopping centers and malls are generally located on major highways in mature, densely populated areas, and therefore attract consumers from a regional, rather than a neighborhood market place.
 
Strip Shopping Centers
 
Our strip shopping centers contain an aggregate of 12.4 million square feet and are substantially (over 80%) leased to large stores (over 20,000 square feet). Tenants include destination retailers such as discount department stores, supermarkets, home improvement stores, discount apparel stores and membership warehouse clubs. Tenants typically offer basic consumer necessities such as food, health and beauty aids, moderately priced clothing, building materials and home improvement supplies, and compete primarily on the basis of price and location.
 
Regional Malls
 
The Green Acres Mall in Valley Stream, Long Island, New York contains 1.8 million square feet, and is anchored by Macy*s, Sears, Wal-Mart, J.C. Penney, Best Buy and a BJ’s Wholesale Club.
 
The Monmouth Mall in Eatontown, New Jersey, in which we own a 50% interest, contains 1.5 million square feet and is anchored by Macy*s, Lord & Taylor and J.C. Penney, two of which own their stores aggregating 457,000 square feet.
 
The Springfield Mall in Springfield, Virginia contains 1.4 million square feet and is anchored by Macy*s, J.C. Penney and Target who own their stores aggregating 390,000 square feet.
 
The Bergen Town Center in Paramus, New Jersey, upon completion of its redevelopment in 2009, will contain 950,000 square feet of retail space. The mall is anchored by Century 21, Whole Foods and Target under leases aggregating 416,000 square feet. In addition to the mall, we are developing 250,000 square feet of retail space on 27.5 acres of adjacent land which is expected to be completed in 2010.
 
The Broadway Mall in Hicksville, Long Island, New York contains 1.1 million square feet and is anchored by Macy*s, Ikea, Multiplex Cinema and Target, which owns its store containing 141,000 square feet.       
 
The Montehiedra Mall in San Juan, Puerto Rico contains 541,000 square feet and is anchored by Home Depot, Kmart, and Marshalls.
 
The Las Catalinas Mall in San Juan, Puerto Rico, contains 496,000 square feet and is anchored by Kmart and Sears, which owns its 140,000 square foot store.
 
Manhattan Street Retail
 
Manhattan Street Retail is comprised of 22 properties containing 1,047,000 square feet. These properties include 4 Union Square, which contains 203,000 square feet anchored by Whole Foods Market, Filenes Basement and DSW; the Manhattan Mall, which is under development and will include a new JC Penney store; 1540 Broadway in Times Square, which contains 159,000 square feet anchored by Forever 21, which will open their flagship store in Spring 2009, and Planet Hollywood; and properties on Madison Avenue, and in SoHo, occupied by retailers including H&M, Top Shop, Madewell, the GAP, Gucci, Chloe and Cartier. In addition, we own 817,000 square feet of retail space in certain of our New York office buildings, which is part of our New York Office Properties segment.

45

 

RETAIL PROPERTIES – CONTINUED
 
Occupancy and average annual net rent per square foot:
 
As of December 31, 2008, the aggregate occupancy rate for the entire Retail Properties segment of 21.9 million square feet was 92.1%. Details of our ownership interest in the strip shopping centers, regional malls and Manhattan Street retail for the past five years are provided below.
 
Strip Shopping Centers:
As of December 31,	 	Rentable
Square Feet	 	Occupancy Rate	 	Average Annual
Net Rent
Per Square Foot	 	
2008	 	15,755,000	 	91.9%	 	$	14.52	 	
2007	 	15,463,000	 	94.1%	 	 	14.12	 	
2006	 	12,933,000	 	92.9%	 	 	13.48	 	
2005	 	10,750,000	 	95.5%	 	 	12.07	 	
2004	 	  9,931,000	 	94.5%	 	 	12.00	 	

 
Regional Malls:
 	 	 	 	 	 	Average Annual Net Rent
Per Square Foot	 	
As of December 31,	 	Rentable
Square Feet	 	Occupancy
Rate	 	Mall Tenants	 	Mall and Anchor
Tenants	 	
2008	 	5,232,000	 	93.0%	 	$	37.59	 	$	20.38	 	
2007	 	5,528,000	 	96.1%	 	 	34.94	 	 	19.11	 	
2006	 	5,640,000	 	93.4%	 	 	32.64	 	 	18.12	 	
2005	 	4,817,000	 	96.2%	 	 	31.83	 	 	18.24	 	
2004	 	3,766,000	 	93.1%	 	 	33.05	 	 	17.32	 	

 
Manhattan Street Retail:
 	 	 	 	 	 	 	
As of December 31,	 	Rentable
Square Feet	 	Occupancy
Rate	 	Average Annual
Net Rent per
Square Foot	 	
2008	 	874,000	 	90.4%	 	$	97.18	 	
2007	 	943,000	 	86.8%	 	 	89.86	 	
2006	 	691,000	 	83.6%	 	 	83.53	 	
2005	 	602,000	 	90.9%	 	 	81.94	 	
2004	 	513,000	 	88.7%	 	 	72.81	 	

46

 

RETAIL PROPERTIES – CONTINUED
 
2008 Retail Properties rental revenue by type of retailer:
 
Industry	 	Percentage	 	
Discount Stores	 	12%	 	
Family Apparel	 	11%	 	
Supermarkets	 	9%	 	
Home Entertainment and
Electronics	 	9%	 	
Women’s Apparel	 	8%	 	
Restaurants	 	6%	 	
Home Improvement	 	6%	 	
Banking and Other
Business Services	 	6%	 	
Personal Services	 	4%	 	
Home Furnishings	 	3%	 	
Sporting Goods	 	2%	 	
Department Stores	 	1%	 	
Other	 	23%	 	
 	 	100%	 	
 
Retail Properties lease terms generally range from five years or less in some instances for smaller tenant spaces to as long as 25 years for major tenants. Leases generally provide for reimbursements of real estate taxes, insurance and common area maintenance charges (including roof and structure in strip shopping centers, unless it is the tenant’s direct responsibility), and percentage rents based on tenant sales volume. Percentage rents accounted for less than 1% of the Retail Properties total revenues during 2008.
 
Tenants accounting for 2% or more of 2008 Retail Properties total revenues:
 
Tenant	 	Square Feet
Leased	 	2008
Revenues	 	Percentage of
Retail Properties
Revenues	 	Percentage of
Total Company
Revenues	 	
The Home Depot, Inc	 	990,000	 	$	17,766,000	 	3.3%	 	0.7%	 	
Best Buy Co, Inc.	 	795,000	 	 	17,486,000	 	3.3%	 	0.7%	 	
Wal-Mart/Sam’s Wholesale	 	1,667,000	 	 	16,417,000	 	3.1%	 	0.6%	 	
Federated Department Stores	 	1,080,000	 	 	12,167,000	 	2.3%	 	0.5%	 	
Sears Holdings Corporation (Sears and Kmart)	 	1,012,000	 	 	11,815,000	 	2.2%	 	0.4%	 	
Stop & Shop Companies, Inc. (Stop & Shop)	 	498,000	 	 	11,793,000	 	2.2%	 	0.4%	 	

47

 

RETAIL PROPERTIES – CONTINUED
Lease expirations as of December 31, 2008 assuming none of the tenants exercise renewal options:
 
Year	 	Number of
Expiring Leases	 	Square Feet of
Expiring Leases	 	Percentage of
Retail Properties
Square Feet	 	Annual Net Rent
of Expiring Leases	 	
	 		 		 		 	Total	 	Per Square Foot	 	
Strip Shopping Centers:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Month to month	 	26	 	107,000	 	 	0.5%	 	$	1,575,000	 	$	14.67	 	
2009	 	36	 	307,000	 	 	1.5%	 	 	4,508,000	 	 	14.69	 	
2010	 	53	 	626,000	 	 	3.2%	 	 	9,329,000	 	 	14.91	 	
2011	 	69	 	977,000	 	 	4.9%	 	 	10,047,000	 	 	10.28	 	
2012	 	59	 	831,000	 	 	4.2%	 	 	11,898,000	 	 	14.32	 	
2013	 	118 	 	2,125,000	 	 	10.7% 	 	 	24,367,000	 	 	11.47	 	
2014	 	83	 	1,000,000	 	 	5.0%	 	 	15,717,000	 	 	15.72	 	
2015	 	34	 	489,000	 	 	2.5%	 	 	8,398,000	 	 	17.17	 	
2016	 	38	 	569,000	 	 	2.9%	 	 	9,215,000	 	 	16.20	 	
2017	 	33	 	335,000	 	 	1.7%	 	 	4,705,000	 	 	14.05	 	
2018	 	52	 	913,000	 	 	4.6%	 	 	14,120,000	 	 	15.46	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Malls:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Month to month	 	67	 	148,000	 	 	0.7%	 	$	4,750,000	 	$	32.00	 	
2009	 	91	 	353,000	 	 	1.8%	 	 	8,970,000	 	 	25.38	 	
2010	 	75	 	213,000	 	 	1.1%	 	 	6,811,000	 	 	32.00	 	
2011	 	63	 	254,000	 	 	1.3%	 	 	7,517,000	 	 	29.55	 	
2012	 	52	 	231,000	 	 	1.2%	 	 	6,032,000	 	 	26.10	 	
2013	 	75	 	280,000	 	 	1.4%	 	 	8,404,000	 	 	30.03	 	
2014	 	35	 	266,000	 	 	1.3%	 	 	4,612,000	 	 	17.33	 	
2015	 	64	 	305,000	 	 	1.5%	 	 	7,810,000	 	 	25.58	 	
2016	 	47	 	398,000	 	 	2.0%	 	 	4,902,000	 	 	12.31	 	
2017	 	40	 	462,000	 	 	2.3%	 	 	7,506,000	 	 	16.26	 	
2018	 	46	 	117,000	 	 	0.6%	 	 	5,176,000	 	 	44.13	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Manhattan Street Retail:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Month to month	 	2	 	3,000	 	 	—	 	$	72,000	 	$	21.72	 	
2009	 	6	 	20,000	 	 	0.1%	 	 	1,924,000	 	 	99.81	 	
2010	 	2	 	61,000	 	 	0.3%	 	 	1,889,000	 	 	31.06	 	
2011	 	9	 	95,000	 	 	0.5%	 	 	6,124,000	 	 	64.28	 	
2012	 	6	 	32,000	 	 	0.2%	 	 	1,652,000	 	 	51.66	 	
2013	 	4	 	23,000	 	 	0.1%	 	 	2,887,000	 	 	124.67	 	
2014	 	3	 	22,000	 	 	0.1%	 	 	4,202,000	 	 	193.67	 	
2015	 	6	 	16,000	 	 	0.1%	 	 	1,837,000	 	 	111.88	 	
2016	 	8	 	19,000	 	 	0.1%	 	 	4,817,000	 	 	248.26	 	
2017	 	6	 	17,000	 	 	0.1%	 	 	2,448,000	 	 	146.97	 	
2018	 	16	 	127,000	 	 	0.6%	 	 	20,822,000	 	 	163.51	 	

48

 

RETAIL PROPERTIES – CONTINUED
2008 Retail Properties Leasing Activity:
Location	 	Square Feet	 	Average Initial Rent
Per Square Foot (1)	 	
1540 Broadway, New York, NY	 	92,000	 	 	$	96.98	 	
Las Catalinas Mall, Puerto Rico	 	89,000	 	 	 	50.76	 	
Bethlehem, PA	 	77,000	 	 	 	4.48	 	
Monmouth Mall, Eatontown, NJ	 	61,000	 	 	 	25.01	 	
Bergen Town Center, Paramus, NJ	 	60,000	 	 	 	40.39	 	
Green Acres Mall, Valley Stream, NY	 	50,000	 	 	 	57.70	 	
Broadway Mall, Hicksville, NY	 	40,000	 	 	 	33.80	 	
North Bergen (Tonnelle Avenue), NJ	 	40,000	 	 	 	36.57	 	
Glen Burnie, MD	 	39,000	 	 	 	10.02	 	
Allentown, PA	 	35,000	 	 	 	9.71	 	
Springfield Mall, Springfield, VA	 	35,000	 	 	 	35.45	 	
Poughkeepsie, NY	 	32,000	 	 	 	15.79	 	
Staten Island, NY	 	31,000	 	 	 	27.30	 	
Texarkana, TX	 	31,000	 	 	 	4.39	 	
692 Broadway, New York, NY	 	26,000	 	 	 	61.83	 	
East Hanover I and II, NJ	 	24,000	 	 	 	32.00	 	
Cambridge, MA	 	18,000	 	 	 	13.66	 	
Montclair, NJ	 	18,000	 	 	 	23.34	 	
Wilkes-Barre (Mondy Street), PA	 	18,000	 	 	 	16.23	 	
Bricktown, NJ	 	17,000	 	 	 	20.59	 	
Bronx (1750-1780 Gun Hill Road), NY	 	16,000	 	 	 	49.24	 	
Manhattan Mall, New York, NY	 	16,000	 	 	 	89.82	 	
Lancaster, PA	 	15,000	 	 	 	9.00	 	
Montehiedra Mall, Puerto Rico	 	15,000	 	 	 	37.19	 	
Pasadena, CA	 	15,000	 	 	 	21.40	 	
Manalapan, NJ	 	12,000	 	 	 	18.18	 	
Towson, MD	 	12,000	 	 	 	27.52	 	
Hackensack, NJ	 	11,000	 	 	 	32.14	 	
East Brunswick, NJ	 	10,000	 	 	 	10.89	 	
Other Properties	 	67,000	 	 	 	68.12	 	
 	 	1,022,000	 	 	 	38.34	 	
__________________________

 	(1)	Most leases include periodic step-ups in rent, which are not reflected in the initial rent per square foot leased.	

49

MERCHANDISE MART PROPERTIES
 
As of December 31, 2008, we own 8 Merchandise Mart Properties containing an aggregate of 8.9 million square feet. The Merchandise Mart Properties segment also contains 7 garages totaling 1.0 million square feet (3,312 spaces). The garage space is excluded from the statistics provided in this section.
 
Square feet by location and use as of December 31, 2008:
 
(Amounts in thousands)	 	 	 	 	 	Showroom	 	 	 	
 	 	Total	 	Office	 	Total	 	Permanent	 	Temporary
Trade Show	 	Retail	 	
Chicago, Illinois	 	 	 	 	 	 	 	 	 	 	 	 	 	
Merchandise Mart	 	3,493	 	1,043	 	2,385	 	1,803	 	582	 	65	 	
350 West Mart Center	 	1,211	 	1,107	 	104	 	104	 	—	 	—	 	
Other	 	10	 	—	 	—	 	—	 	—	 	10	 	
Total Chicago, Illinois	 	4,714	 	2,150	 	2,489	 	1,907	 	582	 	75	 	
High Point, North Carolina	 	 	 	 	 	 	 	 	 	 	 	 	 	
Market Square Complex	 	1,753	 	31	 	1,694	 	1,228	 	466	 	28	 	
National Furniture Mart	 	260	 	—	 	260	 	260	 	—	 	—	 	
Total High Point, North Carolina	 	2,013	 	31	 	1,954	 	1,488	 	466	 	28	 	
Los Angeles, California	 	 	 	 	 	 	 	 	 	 	 	 	 	
L.A. Mart	 	781	 	33	 	739	 	685	 	54	 	9	 	
Boston, Massachusetts	 	 	 	 	 	 	 	 	 	 	 	 	 	
Boston Design Center	 	553	 	124	 	424	 	424	 	—	 	5	 	
New York, New York	 	 	 	 	 	 	 	 	 	 	 	 	 	
7 West 34 th Street	 	420	 	15	 	405	 	362	 	43	 	—	 	
Washington, DC	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington Design Center	 	392	 	71	 	321	 	321	 	—	 	—	 	
Total Merchandise Mart Properties	 	8,873	 	2,424	 	6,332	 	5,187	 	1,145	 	117	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Occupancy rate	 	93.3%	 	96.5%	 	92.2%	 	 	 	 	 	90.7%	 	

50

 

MERCHANDISE MART PROPERTIES – CONTINUED
 
Office Space
 
Occupancy and average annual escalated rent per square foot:

As of
December 31,	 	Rentable
Square Feet	 	Occupancy Rate	 	Average Annual
Escalated Rent
Per Square Foot	 	
2008	 	2,424,000	 	96.5%	 	$	25.18	 	
2007	 	2,358,000	 	96.7%	 	 	24.99	 	
2006	 	2,316,000	 	97.2%	 	 	23.82	 	
2005	 	2,703,000	 	96.7%	 	 	25.05	 	
2004	 	2,864,000	 	96.2%	 	 	26.57	 	

2008 Merchandise Mart Properties office rental revenues by tenants’ industry:
 
Industry	 	Percentage	 	
Service	 	29%	 	
Banking	 	19%	 	
Telecommunications	 	14%	 	
Education	 	11%	 	
Other	 	9%	 	
Government	 	7%	 	
Publications	 	6%	 	
Insurance	 	5%	 	
 	 	100%	 	

Office lease terms generally range from three to seven years for smaller tenants to as long as 15 years for major tenants. Leases typically provide for periodic step-ups in rent over the term of the lease and pass through to tenants the tenants’ share of increases in real estate taxes and operating expenses over a base year. Electricity is provided to tenants on a sub-metered basis or included in rent and adjusted for subsequent utility rate increases. Leases also typically provide for tenant improvement allowances for all or a portion of the tenant’s initial construction of its premises.

Office tenants accounting for 2% or more of Merchandise Mart Properties’ 2008 total revenues:
 
Tenant	 	Square Feet
Leased	 	2008
Revenues	 	Percentage of
Merchandise Mart Properties
Revenues	 	Percentage
of Total
Company
Revenues	 	
WPP Group	 	270,000	 	$	7,463,000	 	2.7%	 	0.3%	 	
SBC Ameritech	 	193,000	 	 	6,679,000	 	2.4%	 	0.2%	 	

51

 

MERCHANDISE MART PROPERTIES– CONTINUED
 
2008 leasing activity – Merchandise Mart Properties office space:
 
 	 	Square Feet	 	Average Initial
Rent Per
Square Foot (1)	 	
350 West Mart Center	 	315, 000	 	$	27.85	 	
Merchandise Mart	 	154, 000	 	 	25.03	 	
Washington Design Center	 	15, 000	 	 	46.58	 	
Boston Design Center	 	8, 000	 	 	29,82	 	
L.A. Mart	 	1, 000	 	 	12.34	 	
Total	 	493,000	 	 	27.50	 	
___________________________________

 	(1)	Most leases include periodic step-ups in rent, which are not reflected in the initial rent per square foot leased.	

Lease expirations for Merchandise Mart Properties office space as of December 31, 2008 assuming none of the tenants exercise renewal options:
 
 	 	 	 	 	 	Percentage of
Merchandise Mart	Annual Escalated
Rent of Expiring Leases	 	
Year	 	Number of
Expiring Leases	 	Square Feet of
Expiring Leases	 	Properties Office
Square Feet	 	Total	 	 	Per Square Foot	 	
Month to month	 	12	 	22, 000	 	1.0%	$	358, 000	 	$	16.27	 	
2009	 	7	 	210, 000	 	9.4%	 	6,102, 000	 	 	29.04	 	
2010	 	7	 	32, 000	 	1.5%	 	903, 000	 	 	27.82	 	
2011	 	19	 	80, 000	 	3.6%	 	2,040, 000	 	 	25.61	 	
2012	 	6	 	103, 000	 	4.6%	 	2,918, 000	 	 	28.31	 	
2013	 	18	 	81, 000	 	3.6%	 	2,582, 000	 	 	31.98	 	
2014	 	11	 	161, 000	 	7.2%	 	4,270, 000	 	 	26.59	 	
2015	 	7	 	228, 000	 	10.2%	 	5,775, 000	 	 	25.34	 	
2016	 	3	 	116, 000	 	5.2%	 	2,943, 000	 	 	25.42	 	
2017	 	5	 	88, 000	 	4.0%	 	1,685, 000	 	 	19.14	 	
2018	 	11	 	288, 000	 	13.0%	 	8,237, 000	 	 	28.56	 	

52

 

MERCHANDISE MART PROPERTIES – CONTINUED
Showroom Space
The showrooms provide manufacturers and wholesalers with permanent and temporary space in which to display products for buyers, specifiers and end users. The showrooms are also used for hosting trade shows for the contract furniture, casual furniture, gift, carpet, crafts, apparel and design industries. Merchandise Mart Properties own and operate five of the leading furniture and gift trade shows, including the contract furniture industry’s largest trade show, NeoCon, which attracts over 50,000 attendees each June and is hosted at the Merchandise Mart building in Chicago. The Market Square Complex co-hosts the home furniture industry’s semi-annual (April and October) market weeks which occupy over 12 million square feet in the High Point, North Carolina region.
 
Occupancy and average escalated rent per square foot:
 
As of
December 31,	 	Rentable
Square Feet	 	Occupancy Rate	 	Average Annual
Escalated Rent
Per Square Foot	 	
2008	 	6,332,000	 	92.2%	 	$	26.72	 	
2007	 	6,139,000	 	93.7%	 	 	26.16	 	
2006	 	6,370,000	 	93.6%	 	 	25.17	 	
2005	 	6,290,000	 	94.7%	 	 	24.04	 	
2004	 	5,589,000	 	97.6%	 	 	23.08	 	
 
2008 Merchandise Mart Properties showroom rental revenues by tenants’ industry:
 
Industry	 	Percentage	 	
Residential Design	 	27%	 	
Gift	 	20%	 	
Residential Furnishing	 	17%	 	
Contract Furnishing	 	17%	 	
Apparel	 	5%	 	
Casual Furniture	 	5%	 	
Art	 	4%	 	
Building Products	 	3%	 	
Market Square	 	2%	 	
 	 	100%	 	
 
2008 Leasing Activity – Merchandise Mart Properties showroom space:
 
 	 	Square Feet	 	Average Initial
Rent Per
Square Foot (1)	 	
Market Square Complex	 	325,000	 	$	16.07	 	
Merchandise Mart	 	203,000	 	 	42.07	 	
L.A. Mart	 	108,000	 	 	19.71	 	
Washington Design Center	 	90,000	 	 	36.12	 	
7 West 34 th Street	 	66,000	 	 	40.76	 	
Boston Design Center	 	60,000	 	 	35.28	 	
350 West Mart Center	 	10,000	 	 	25.05	 	
Total	 	862,000	 	 	28.07	 	
 
___________________________
 	(1)	Most leases include periodic step-ups in rent which are not reflected in the initial rent per square foot leased.	

53

 

MERCHANDISE MART PROPERTIES – CONTINUED
Lease expirations for the Merchandise Mart Properties showroom space as of December 31, 2008 assuming none of the tenants exercise renewal options:
 
 	 	Number of	 	Square Feet of	 	Percentage of
Merchandise Mart
Properties’ Showroom	Annual Escalated
Rent of Expiring Leases	 	
Year	 	Expiring Leases	 	Expiring Leases	 	Square Feet	 	Total	 	 	Per Square Foot	 	
Month to month	 	36	 	147,000	 	3.1%	$	2,758,000	 	$	18.77	 	
2009	 	223	 	651,000	 	13.8%	 	17,050,000	 	 	26.19	 	
2010	 	221	 	624,000	 	13.2%	 	18,928,000	 	 	30.35	 	
2011	 	183	 	709,000	 	15.0%	 	19,911,000	 	 	28.08	 	
2012	 	104	 	607,000	 	12.9%	 	16,002,000	 	 	26.36	 	
2013	 	118	 	659,000	 	14.0%	 	19,029,000	 	 	28.90	 	
2014	 	35	 	250,000	 	5.3%	 	6,922,000	 	 	27.71	 	
2015	 	54	 	290,000	 	6.1%	 	9,596,000	 	 	33.11	 	
2016	 	29	 	172,000	 	3.6%	 	5,586,000	 	 	32.54	 	
2017	 	36	 	364,000	 	7.7%	 	11,738,000	 	 	32.25	 	
2018	 	36	 	203,000	 	4.3%	 	7,002,000	 	 	34.53	 	
 
Retail Space
The Merchandise Mart Properties portfolio also contains approximately 117,000 square feet of retail space, which was 90.7% occupied at December 31, 2008.

TOYS “R” US, INC. (“TOYS”)
As of December 31, 2008 we own a 32.7% interest in Toys, a worldwide specialty retailer of toys and baby products, which has a significant real estate component. Toys had $6.1 billion of outstanding debt at December 31, 2008, of which our pro rata share was $2.0 billion, none of which is recourse to us.
 
 	The following table sets forth the total number of stores operated by Toys as of December 31, 2008:	
 
 	 	Total	 	Owned	 	Building
Owned on
Leased Ground	 	Leased	 	
Domestic	 	847	 	301	 	242	 	304	 	
International	 	506	 	79	 	26	 	401	 	
Subtotal	 	1,353	 	380	 	268	 	705	 	
Franchised stores	 	208	 	 	 	 	 	 	 	
Total	 	1,561	 	 	 	 	 	 	 	

 

54

 

OTHER INVESTMENTS
 
555 California Street Complex
As of December 31, 2008, we own a 70% controlling interest in a three-building complex containing 1,800,000 square feet, known as The Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district (“555 California Street”), which we acquired in 2007.
 
Occupancy and average annual rent per square foot as of December 31, 2008:
 
As of
December 31,	 	Rentable
Square Feet	 	Occupancy Rate	 	Average Annual
Escalated Rent
Per Square Foot	 	
2008	 	1,789,000	 	94.0%	 	$	57.98	 	
2007	 	1,789,000	 	95.0%	 	 	59.84	 	

2008 rental revenue by tenants’ industry :
 
Industry	 	Percentage	 	
Finance	 	43%	 	
Banking	 	42%	 	
Legal Services	 	11%	 	
Real Estate	 	2%	 	
Retail	 	1%	 	
Others	 	1%	 	
 	 	100%	 	

Lease terms generally range from five to seven years for smaller tenant spaces to as long as 15 years for major tenants, and may provide for extension options at market rates. Leases typically provide for periodic step-ups in rent over the term of the lease and pass through to tenants, the tenant’s share of increases in real estate taxes and operating expenses over a base year. Leases also typically provide for tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.
 
Tenants accounting for 2% or more of total revenues :
 
Tenant	 	Square
Feet Leased	 	2008
Revenues	 	Percentage of
555 California Street
Complex’s Revenues	 	Percentage of
Total Company
Revenues	 	
Bank of America	 	 	659,000	 	$	36,403,000	 	33.2%	 	 	1.3%	 	
UBS Financial Services	 	 	134,000	 	 	8,232,000	 	7.5%	 	 	0.3%	 	
Goldman, Sachs & Co.	 	 	97,000	 	 	6,342,000	 	5.8%	 	 	0.2%	 	
Morgan Stanley & Company, Inc.	 	 	89,000	 	 	6,291,000		5.7%	 	 	0.2%	 	
Kirkland & Ellis LLP	 	 	125,000	 	 	5,773,000	 	5.3%	 	 	0.2%	 	
Lehman Brothers Inc. (1)	 	 	61,000	 	 	5,212,000	 	4.7%	 	 	0.2%	 	
McKinsey & Company Inc.	 	 	54,000	 	 	4,143,000	 	3.8%	 	 	0.2%	 	
Dodge & Cox	 	 	62,000	 	 	3,736,000	 	3.4%	 	 	0.1%	 	
___________________________
 	(1)	In September 2008, Lehman Brothers Inc. filed for Chapter 11 bankruptcy protection.	
 
2008 leasing activity :
 
During 2008 we leased 23,000 square feet at a weighted average rent initial rent of $79.00 per square foot.

55

 

OTHER INVESTMENTS – CONTINUED
 
Alexander’s, Inc. (“Alexander’s”)
As of December 31, 2008, we own 32.5% of the outstanding common stock of Alexander’s, which has seven properties in the greater New York metropolitan area. Alexander’s had $1.2 billion of outstanding debt at December 31, 2008, of which our pro rata share was $397,000,000, none of which is recourse to us.
 
Hotel Pennsylvania
We own the Hotel Pennsylvania which is located in New York City on Seventh Avenue opposite Madison Square Garden and consists of a hotel portion containing 1,000,000 square feet of hotel space with 1,700 rooms and a commercial portion containing 400,000 square feet of retail and office space.
 
 	 	Year Ended December 31,	 	
Rental information:	 	2008	 	2007	 	2006	 	2005	 	2004	 	
Hotel:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average occupancy rate	 	 	84.1	%	 	84.4	%	 	82.1	%	 	83.7	%	 	78.9	%	
Average daily rate	 	$	171.32	 	$	154.78	 	$	133.33	 	$	115.74	 	$	97.36	 	
Revenue per available room	 	$	144.01	 	$	130.70	 	$	109.53	 	$	96.85	 	$	77.56	 	
Commercial:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Office space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average occupancy rate	 	 	30.4	%	 	57.0	%	 	41.2	%	 	38.7	%	 	39.7	%	
Annual rent per square feet	 	$	18.78	 	$	22.23	 	$	16.42	 	$	10.70	 	$	10.04	 	
Retail space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Average occupancy rate	 	 	69.5	%	 	73.3	%	 	79.9	%	 	79.8	%	 	90.7	%	
Annual rent per square feet	 	$	41.75	 	$	33.63	 	$	27.54	 	$	26.02	 	$	29.67	 	

Lexington Realty Trust (“Lexington”)
As of December 31, 2008, we own 17.2% of the outstanding common shares of Lexington, which has interests in 288 properties, encompassing approximately 48.8 million square feet across 44 states, generally net-leased to major corporations. Lexington had approximately $2.5 billion of outstanding debt at of December 31, 2008, of which our pro rata share was $361,771,000, none of which is recourse to us.
 
Warehouse/Industrial Properties
As of December 31, 2008, we own 6 warehouse/industrial properties in New Jersey containing approximately 1.2 million square feet. Average lease terms range from three to five years. The following table sets forth the occupancy rate and average annual rent per square foot at the end of each of the past five years.
 
As of December 31,	 	Occupancy Rate	 	Average Annual Rent
Per Square Foot	 	
2008	 	100.0%	 	 	$	4.70	 	
2007	 	100.0%	 	 	 	4.70	 	
2006	 	96.9%	 	 	 	4.17	 	
2005	 	100.0%	 	 	 	4.19	 	
2004	 	88.0%	 	 	 	3.96	 	

 

56

 

  ITEM 3.	LEGAL PROCEEDINGS	
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters, including the matters referred to below, are not expected to have a material adverse effect on our financial position, results of operations or cash flows.
 
On January 8, 2003, Stop & Shop filed a complaint with the United States District Court for the District of New Jersey (“USDC-NJ”) claiming that we had no right to reallocate and therefore continue to collect the $5,000,000 of annual rent from Stop & Shop pursuant to the Master Agreement and Guaranty, because of the expiration of the East Brunswick, Jersey City, Middletown, Union and Woodbridge leases to which the $5,000,000 of additional rent was previously allocated. Stop & Shop asserted that a prior order of the Bankruptcy Court for the Southern District of New York dated February 6, 2001, as modified on appeal to the District Court for the Southern District of New York on February 13, 2001, froze our right to re-allocate which effectively terminated our right to collect the additional rent from Stop & Shop. On March 3, 2003, after we moved to dismiss for lack of jurisdiction, Stop & Shop voluntarily withdrew its complaint. On March 26, 2003, Stop & Shop filed a new complaint in New York Supreme Court, asserting substantially the same claims as in its USDC-NJ complaint. We removed the action to the United States District Court for the Southern District of New York. In January 2005 that court remanded the action to the New York Supreme Court. On February 14, 2005, we served an answer in which we asserted a counterclaim seeking a judgment for all the unpaid additional rent accruing through the date of the judgment and a declaration that Stop & Shop will continue to be liable for the additional rent as long as any of the leases subject to the Master Agreement and Guaranty remain in effect. On May 17, 2005, we filed a motion for summary judgment. On July 15, 2005, Stop & Shop opposed our motion and filed a cross-motion for summary judgment. On December 13, 2005, the Court issued its decision denying the motions for summary judgment. Both parties appealed the Court’s decision and on December 14, 2006, the Appellate Court division issued a decision affirming the Court’s decision. On January 16, 2007, we filed a motion for the reconsideration of one aspect of the Appellate Court’s decision which was denied on March 13, 2007. We are currently engaged in discovery and anticipate that a trial date will be set for some time in 2009. We intend to vigorously pursue our claims against Stop & Shop. In our opinion, after consultation with legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.
 
On May 24, 2007, we acquired a 70% controlling interest in 1290 Avenue of the Americas and the 555 California Street complex. Our 70% interest was acquired through the purchase of all of the shares of a group of foreign companies that own, through U.S. entities, the 1% sole general partnership interest and a 69% limited partnership interest in the partnerships that own the two properties. The remaining 30% limited partnership interest is owned by Donald J. Trump. In August 2005, Mr. Trump brought a lawsuit in the New York State Supreme Court against, among others, the general partners of the partnerships referred to above.   Mr. Trump’s claims arose out of a dispute over the sale price of and use of proceeds from, the sale of properties located on the former Penn Central rail yards between West 59th and 72nd Streets in Manhattan which were formerly owned by the partnerships. In decisions dated September 14, 2005 and July 24, 2006, the Court denied several of Mr. Trump’s motions and ultimately dismissed all of Mr. Trump’s claims, except for his claim seeking access to books and records. In a decision dated October 1, 2007, the Court determined that Mr. Trump had already received access to the books and records to which he was entitled, with the exception of certain documents which were subsequently delivered to Mr. Trump. Mr. Trump sought re-argument and renewal on, and filed a notice of appeal in connection with, his dismissed claims.  In a decision dated January 6, 2009, the Court denied all of Mr. Trump’s motions. Mr. Trump has filed a notice appealing the 2007 and 2009 decisions. In connection with the acquisition, we agreed to indemnify the sellers for liabilities and expenses arising out of Mr. Trump’s claim that the general partners of the partnerships we acquired did not sell the rail yards at a fair price or could have sold the rail yards for a greater price and any other claims asserted in the legal action; provided however, that if Mr. Trump prevails on certain claims involving partnership matters, other than claims relating to sale price, the sellers will be required to reimburse us for certain costs related to those claims. We believe that the claims relating to the sale price are without merit. All other allegations are not asserted as a basis for damages and regardless of merit, in our opinion, after consultation with legal counsel, will not have a material effect on our financial condition, results of operation or cash flows.
 
In July 2005, we acquired H Street Building Corporation (“H Street”) which has a subsidiary that owns, among other things, a 50% tenancy in common interest in land located in Arlington County, Virginia, known as "Pentagon Row," leased to two tenants. In April 2007, H Street acquired the remaining 50% interest in that fee. In April 2007, we received letters from those tenants, Street Retail, Inc. and Post Apartment Homes, L.P., claiming they had a right of first offer triggered by each of those transactions. On September 25, 2008, both tenants filed suit against us and the former owners. The claim alleges the right to purchase the fee interest, damages in excess of $75,000,000 and punitive damages. We believe this claim is without merit and in our opinion, after consultation with legal counsel, will not have a material effect on our financial condition, results of operation or cash flow.

57

 

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	
No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2008.
 
EXECUTIVE OFFICERS OF THE REGISTRANT
The Operating Partnership is managed by Vornado, its sole general partner. The following is a list of the names, ages, principal occupations and positions with Vornado of the executive officers of Vornado and the positions held by such officers during the past five years. All executive officers of Vornado have terms of office that run until the next succeeding meeting of Vornado’s Board of Trustees following Vornado’s Annual Meeting of Shareholders unless they are removed sooner by the Board.
 
Name	    	Age	    	PRINCIPAL OCCUPATION, POSITION AND OFFICE
(Current and during past five years with Vornado unless otherwise stated)	
 	 	 	 	 	
Steven Roth	 	67	 	Chairman of the Board, Chief Executive Officer and Chairman of the Executive Committee of the Board; the Managing General Partner of Interstate Properties, an owner of shopping centers and an investor in securities and partnerships; Chief Executive Officer of Alexander’s, Inc. since March 1995, a Director since 1989, and Chairman since May 2004.	
 	 	 	 	 	
Michael D. Fascitelli	 	52	 	President and a Trustee since December 1996; President of Alexander’s Inc. since August 2000 and Director since December 1996; Partner at Goldman, Sachs & Co. in charge of its real estate practice from December 1992 to December 1996; and Vice President at Goldman, Sachs & Co., prior to December 1992.	
 	 	 	 	 	
Michelle Felman	 	46	 	Executive Vice President—Acquisitions since September 2000; Independent Consultant to Vornado from October 1997 to September 2000; Managing Director—Global Acquisitions and Business Development of GE Capital from 1991 to July 1997.	
 	 	 	 	 	
David R. Greenbaum	 	57	 	President of the New York City Office Division since April 1997 (date of our
acquisition); President of Mendik Realty (the predecessor to the New York Office division) from 1990 until April 1997.	
 	 	 	 	 	
Christopher Kennedy	 	45	 	President of the Merchandise Mart Division since September 2000; Executive Vice President of the Merchandise Mart Division from April 1998 to September 2000; Executive Vice President of Merchandise Mart Properties, Inc. from 1994 to April 1998.	
 	 	 	 	 	
Joseph Macnow	 	63	 	Executive Vice President—Finance and Administration since January 1998 and Chief Financial Officer since March 2001; Vice President and Chief Financial Officer of the Company from 1985 to January 1998; Executive Vice President and Chief Financial Officer of Alexander’s, Inc. since August 1995.	
 	 	 	 	 	
Sandeep Mathrani	 	46	 	Executive Vice President—Retail Real Estate since March 2002; Executive Vice President, Forest City Ratner from 1994 to February 2002.	
 	 	 	 	 	
Mitchell N. Schear	 	50	 	President of Vornado/Charles E. Smith L.P. (our Washington, DC Office division) since April 2003; President of the Kaempfer Company from 1998 to April 2003 (date acquired by us).	
 	 	 	 	 	
Wendy Silverstein	 	48	 	Executive Vice President—Capital Markets since April 1998; Senior Credit Officer of Citicorp Real Estate and Citibank, N.A. from 1986 to 1998.	

 

58

 

PART II
 
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	
 
There is no established trading market for our Class A units. At February 6, 2009, there were 1,297 Class A unitholders of record.
 
Distributions
 
On January 14, 2009, Vornado declared a regular quarterly dividend of $0.95 per common share, payable on March 12, 2009, in a combination of cash, not to exceed 40% in the aggregate, and Vornado common shares. On February 20, 2009, Vornado mailed a letter to our unitholders notifying them that Class A Unitholders of record as of the close of business on February 5, 2009 will receive a distribution of $.95 per Class A Unit. This distribution will be comprised of cash and Class A Units in the same proportion as the cash and Common Shares distributed to common shareholders of Vornado in the aggregate. Vornado believes that this will result in a distribution being paid 40% in cash and 60% in additional Class A Units. This policy, continued for all of 2009, will require us to make distributions of approximately $260,000,000 to our unitholders, of which approximately $234,000,000 will be distributed to Vornado, as the majority owner of such units. Vornado has retained the right to pay its March 12, 2009 dividend to its shareholders in all cash. If Vornado determines to pay this dividend in all cash then it will cause us to make an all cash distribution on March 12, 2009 to our unitholders.
 
During the year ended December 31, 2008, we declared four quarterly distributions in the amount of $0.90, $0.90, $0.90 and $0.95 per unit from the first to the fourth quarter, respectively.
 
During the year ended December 31, 2007, we declared four quarterly distributions in the amount of $0.85, $0.85, $0.85 and $0.90 per unit from the first to the fourth quarter, respectively.
 
During the year ended December 31, 2006, we declared four quarterly distributions in the amount of $0.80, $0.80, $0.80 and $1.39 per unit from the first to the fourth quarter, respectively. The fourth quarter distribution was comprised of a regular quarterly distribution of $0.85 per unit and a special capital gain cash distribution of $0.54 per unit.

Recent Sales of Unregistered Securities
 
Each time Vornado Realty Trust issues common shares (other than in exchange for Class A units upon their redemption), it contributes the proceeds of such issuance to us in exchange for an equivalent number of Class A units with rights and preferences analogous to the common shares issued. During the fourth quarter of 2008, in connection with common shares issued by Vornado Realty Trust pursuant to exercises of stock options under Vornado’s Omnibus Share Plan, we issued an aggregate of 475,030 Class A units to Vornado in exchange for the aggregate proceeds of $57,000 from such issuances. Such units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

Recent Purchases of Equity Securities
 
We did not repurchase any of our equity securities during the fourth quarter of 2008, other than an aggregate of 1,320,968 for Class A units redeemed under Vornado’s Omnibus Share Plans to satisfy withholding tax liabilities resulting from employee and officer stock-based compensation arrangements.

59

Performance Graph
 
The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index (excluding health care real estate investment trusts), a peer group index. The graph assumes that $100 was invested on December 31, 2003 in Vornado’s common shares, the S&P 500 Index and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions. There can be no assurance that the performance of Vornado’s shares will continue in line with the same or similar trends depicted in the graph below.

 
 
 	 	2003	 	2004	 	2005	 	2006	 	2007	 	2008	 	
Vornado Realty Trust	 	100	 	146	 	168	 	254	 	190	 	98	 	
S&P 500 Index	 	100	 	111	 	116	 	135	 	142	 	90	 	
The NAREIT All Equity Index	 	100	 	132	 	148	 	199	 	168	 	105	 	

 

60

 

ITEM 6.	SELECTED FINANCIAL DATA	
 
 	 	Year Ended December 31,	 	
 	 	2008	 	2007	 	2006	 	2005	 	2004	 	
(Amounts in thousands, except per unit amounts)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property rentals	 	$	2,211,311	 	$	1,977,023	 	$	1,544,741	 	$	1,358,521	 	$	1,310,945	 	
Tenant expense reimbursements	 	 	358,437	 	 	323,544	 	 	260,772	 	 	206,386	 	 	188,211	 	
Fee and other income	 	 	127,303	 	 	109,949	 	 	103,587	 	 	94,603	 	 	83,897	 	
Total revenues	 	 	2,697,051	 	 	2,410,516	 	 	1,909,100	 	 	1,659,510	 	 	1,583,053	 	
Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating	 	 	1,070,118	 	 	951,582	 	 	737,452	 	 	627,980	 	 	599,313	 	
Depreciation and amortization	 	 	537,427	 	 	441,209	 	 	319,066	 	 	252,086	 	 	228,983	 	
General and administrative	 	 	194,027	 	 	189,041	 	 	180,167	 	 	139,470	 	 	139,486	 	
Impairment losses on development projects and costs of acquisitions not consummated	 	 	81,447	 	 	10,375	 	 	—	 	 	—	 	 	1,475	 	
Total expenses	 	 	1,883,019	 	 	1,592,207	 	 	1,236,685	 	 	1,019,536	 	 	969,257	 	
Operating income	 	 	814,032	 	 	818,309	 	 	672,415	 	 	639,974	 	 	613,796	 	
Income (loss) applicable to Alexander’s	 	 	36,671	 	 	50,589	 	 	(14,530	)	 	59,022	 	 	8,580	 	
Income (loss) applicable to Toys ‘R’ Us	 	 	2,380	 	 	(14,337	)	 	(47,520	)	 	(40,496	)	 	—	 	
(Loss) income from partially owned entities	 	 	(195,878	)	 	31,891	 	 	60,355	 	 	34,917	 	 	37,740	 	
Interest and other investment (loss) income, net	 	 	(2,682	)	 	226,425	 	 	255,391	 	 	164,941	 	 	203,775	 	
Interest and debt expense	 	 	(586,358	)	 	(569,386	)	 	(394,571	)	 	(281,825	)	 	(233,750	)	
Net gains on disposition of wholly owned and
partially owned assets other than depreciable
real estate	 	 	7,757	 	 	39,493	 	 	76,073	 	 	39,042	 	 	19,775	 	
Minority interest of partially owned entities	 	 	3,263	 	 	3,494	 	 	1,363	 	 	413	 	 	49	 	
Income before income taxes	 	 	79,185	 	 	586,478	 	 	608,976	 	 	615,988	 	 	649,965	 	
Income tax benefit (expense)	 	 	204,537	 	 	(9,179	)	 	(491	)	 	(2,315	)	 	(1,258	)	
Income from continuing operations	 	 	283,722	 	 	577,299	 	 	608,485	 	 	613,673	 	 	648,707	 	
Income from discontinued operations	 	 	170,532	 	 	64,446	 	 	32,203	 	 	59,805	 	 	101,409	 	
Net income	 	 	454,254	 	 	641,745	 	 	640,688	 	 	673,478	 	 	750,116	 	
Preferred unit distributions	 	 	(79,453	)	 	(76,894	)	 	(81,941	)	 	(126,530	)	 	(94,070	)	
Net income applicable to Class A units	 	$	374,801	 	$	564,851	 	$	558,747	 	$	546,948	 	$	656,046	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations - basic	 	$	1.22	 	$	3.00	 	$	3.35	 	$	3.26	 	$	3.86	 	
Income from continuing operations - diluted	 	 	1.18	 	 	2.88	 	 	3.18	 	 	3.11	 	 	3.69	 	
Income per Class A unit – basic	 	 	2.23	 	 	3.39	 	 	3.55	 	 	3.66	 	 	4.56	 	
Income per Class A unit – diluted	 	 	2.17	 	 	3.25	 	 	3.37	 	 	3.49	 	 	4.36	 	
Cash distributions per Class A unit	 	 	3.65	 	 	3.45	 	 	3.79	 	 	3.90	 	 	3.05	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	21,418,210	 	$	22,478,935	 	$	17,954,281	 	$	13,637,163	 	$	11,580,517	 	
Real estate, at cost	 	 	17,869,658	 	 	17,028,507	 	 	11,607,070	 	 	9,584,512	 	 	7,938,195	 	
Accumulated depreciation	 	 	2,161,093	 	 	1,802,055	 	 	1,440,656	 	 	1,200,865	 	 	1,014,517	 	
Debt	 	 	12,649,086	 	 	11,896,038	 	 	8,499,086	 	 	5,518,939	 	 	4,193,619	 	
Partners’ capital (1)	 	 	5,664,485	 	 	5,423,031	 	 	4,915,346	 	 	4,628,650	 	 	4,061,045	 	
_______________________
 	(1)	Prior periods have been restated. See Note 2. to the consolidated financial statements “Immaterial Restatement of Equity Presentation.”	

61

 

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	
 
 	Page	
Overview	63	
Overview – Leasing Activity	68	
Critical Accounting Policies	70	
Results of Operations:	 	
Years Ended December 31, 2008 and 2007	81	
Years Ended December 31, 2007 and 2006	86	
Supplemental Information:	 	
Summary of Net Income and EBITDA for the Three Months Ended
December 31, 2008 and 2007	94	
Changes in EBITDA by segment for the Three Months Ended
December 31, 2008 as compared to December 31, 2007	97	
Changes in EBITDA by segment for the Three Months Ended
December 31, 2008 as compared to September 30, 2008	97	
Related Party Transactions	98	
Liquidity and Capital Resources	99	
Certain Future Cash Requirements	101	
Financing Activities and Contractual Obligations	102	
Cash Flows for the Year Ended December 31, 2008	106	
Cash Flows for the Year Ended December 31, 2007	108	
Cash Flows for the Year Ended December 31, 2006	110	

 

62

 

Overview
We own and operate office, retail and showroom properties (our “core” operations) with large concentrations of office and retail properties in the New York City metropolitan area and in the Washington, DC / Northern Virginia areas. In addition, we have a 32.7% interest in Toys “R” Us, Inc. (“Toys”) which has a significant real estate component, a 32.5% interest in Alexander’s, Inc., which has seven properties in the greater New York metropolitan area, as well as interests in other real estate and related investments.
 
Our ultimate business objective is to maximize Vornado shareholder value, which we measure by the total return provided to Vornado’s shareholders. The table below compares Vornado’s performance to the Morgan Stanley REIT Index (“RMS”) and the SNL REIT Index (“SNL”) for the following periods ending December 31, 2008 (past performance is not necessarily indicative of future performance):
 
 	 	Total Returns	 	
 	 	Vornado	 	RMS	 	SNL	 	
One-year	 	(28.4%)	 	(38.0%)	 	(36.6%)	 	
Three-years	 	(19.3%)	 	(29.9%)	 	(27.8%)	 	
Five-years	 	36.1%	 	3.4%	 	7.1%	 	
Ten-years	 	202.8% 	 	100.2% 	 	107.3%  	 	
 
We intend to achieve our ultimate 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 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;	
 	•	Investing in fully-integrated operating companies that have a significant real estate component; and	
 	•	Developing and redeveloping existing properties to increase returns and maximize value.	
 
We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from possible asset sales and by accessing the public and private capital markets.
 
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 “Risk Factors” in Item 1A for additional information regarding these factors.
 
In the second half of 2007 the residential mortgage and capital markets began showing signs of stress, primarily in the form of escalating default rates on sub-prime mortgages, declining home values and increasing inventory nationwide. In 2008, the “credit crisis” spread to the broader commercial credit and financial markets resulting in illiquidity and volatility in the bond and equity markets. We are currently in an economic recession which has negatively affected all businesses, including ours. During the past year, real estate transactions have diminished significantly and capitalization rates have risen. Our real estate portfolio may be affected by declining demand for office and retail space and tenant bankruptcies, which may result in lower average occupancy rates and effective rents, and a corresponding decrease in net income and cash flow. In addition, the value of our assets, including investments in joint ventures, marketable securities, and mezzanine loans may also decline, and may result in impairment charges and/or valuation allowances and a corresponding decrease in net income.

 

63

 

Overview - continued
Year Ended December 31, 2008 Financial Results Summary  
 
Net income applicable to Class A units for the year ended December 31, 2008 was $374,801,000, or $2.17 per diluted Class A unit, versus $564,851,000, or $3.25 per diluted Class A unit, for the year ended December 31, 2007. Net income for the years ended December 31, 2008 and 2007 include $67,001,000 and $76,274,000, respectively, for our share of net gains on sale of real estate and certain other items that affect comparability, which are listed in the table below. The aggregate of these items and net gains on sale of real estate, increased net income applicable to Class A units for the years ended December 31, 2008 and 2007 by $27,232,000 and $177,200,000, or $0.16 and $1.02 per diluted Class A unit, respectively.

(Amounts in thousands)	 	For the Year Ended
December 31,	 	
Items that affect comparability (income) expense:	 	2008	 	2007	 	
Reversal of deferred income taxes initially recorded in connection with the H Street acquisition	 	$	(222,174	)	$	—	 	
Net gain on sale of our 47.6% interest in Americold	 	 	(112,690	)	 	—	 	
Non-cash asset write-downs:	 	 	 	 	 	 	 	
Investment in Lexington Realty Trust	 	 	107,882	 	 	—	 	
Marketable equity securities	 	 	76,352	 	 	—	 	
Real estate development projects:	 	 	 	 	 	 	 	
Partially owned entities	 	 	96,037	 	 	—	 	
Wholly owned entities	 	 	81,447	 	 	10,375	 	
MPH mezzanine loan loss (reversal) accrual	 	 	(10,300	)	 	57,000	 	
Derivative positions in marketable equity securities, including securities owned in 2007	 	 	33,740	 	 	(136,593	)	
Purchase price accounting adjustments:	 	 	 	 	 	 	 	
Toys	 	 	14,900	 	 	—	 	
Beverly Connection	 	 	(4,100	)	 	—	 	
Net gain on extinguishment of debt and write-off of unamortized financing costs	 	 	(9,820	)	 	7,562	 	
Alexander’s – reversal of stock appreciation rights compensation expense	 	 	(6,583	)	 	(14,280	)	
After-tax net gain on sale of residential condominiums	 	 	(5,361	)	 	—	 	
Net gain on disposition of our 13.8% interest in GMH	 	 	(2,038	)	 	—	 	
Other, net	 	 	8,575	 	 	5,387	 	
 	 	 	45,867	 	 	(70,549	)	
47.6% share of Americold’s FFO (Net losses of $1,076 and $4,342, respectively) – sold in
March 2008	 	 	(6,098	)	 	(24,693	)	
13.8% share of GMH’s FFO (Equity in net income of $6,463 in 2007) – sold in June 2008	 	 	—	 	 	(5,754	)	
Total items that affect comparability	 	$	39,769	 	$	(100,996	)	

During the year ended December 31, 2008, we did not recognize income on certain assets with an aggregate carrying amount of approximately $1.6 billion at December 31, 2008, because they were out of service for redevelopment, although we capitalized approximately $63,000,000 of interest costs in connection with the development of these assets. Assets under development include all or portions of: the Bergen Town Center, the Manhattan Mall, 220 20 th Street, 1229-1231 25 th Street (“West End 25”), 1999 K Street, and certain investments in partially owned entities.
 
The percentage increase (decrease) in the same-store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of our operating segments for the year ended December 31, 2008 over the year ended December 31, 2007 is summarized below.

Year Ended:	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	
December 31, 2008 vs. December 31, 2007	 	6.2%	 	4.5%	 	4.8%	 	(0.2%)	 	

Calculations of same-store EBITDA, reconciliations of net income to EBITDA 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.

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Overview - continued
Quarter Ended December 31, 2008 Financial Results Summary  
 
Net loss applicable to Class A units for the quarter ended December 31, 2008 was $237,956,000, or $1.41 per diluted Class A unit, versus net income of $97,354,000, or $0.56 per diluted Class A unit, for the quarter ended December 31, 2007. Net loss for the quarter ended December 31, 2008 and net income for the quarter ended December 31, 2007 include $1,083,000 and $43,859,000, respectively, of net gains on sale of real estate and certain other items that affect comparability, which are listed in the table below. The aggregate of these items, increased net loss applicable to Class A units for the quarter ended December 31, 2008 by $282,716,000, or $1.68 per diluted Class A unit and increased net income applicable to Class A units for the quarter ended December 31, 2007 by $31,600,000, or $0.18 per diluted Class A unit.

(Amounts in thousands)	 	For the Three Months
Ended December 31,	 	
Items that affect comparability (income) expense:	 	2008	 	2007	 	
Non-cash asset write-downs:	 	 	 	 	 	 	 	
Investment in Lexington Realty Trust	 	$	100,707	 	$	—	 	
Marketable equity securities	 	 	55,471	 	 	—	 	
Real estate development projects:	 	 	 	 	 	 	 	
Partially owned entities	 	 	61,837	 	 	—	 	
Wholly owned entities	 	 	73,438	 	 	1,568	 	
MPH mezzanine loan loss accrual	 	 	—	 	 	57,000	 	
Alexander’s – reversal of stock appreciation rights compensation expense	 	 	(14,188	)	 	(5,289	)	
Net gain on extinguishment of debt	 	 	(9,820	)	 	—	 	
Derivative positions in marketable equity securities	 	 	7,928	 	 	(36,533	)	
Other, net	 	 	8,426	 	 	3,418	 	
 	 	 	283,799	 	 	20,164	 	
47.6% share of Americold’s FFO (Net loss of $1,494 in the three months ended December 31,
2007) – sold in March 2008	 	 	—	 	 	(6,869	)	
13.8% share of GMH’s FFO (Equity in net income of $1,036 in the three months ended
December 31, 2007) – sold in June 2008	 	 	—	 	 	(1,036	)	
Total items that affect comparability	 	$	283,799	 	$	12,259	 	

 
The percentage increase (decrease) in the same-store EBITDA of our operating segments for the quarter ended December 31, 2008 over the quarter ended December 31, 2007 and the trailing quarter ended September 30, 2008 are summarized below.

Quarter Ended:	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	
December 31, 2008 vs. December 31, 2007	 	6.1%	 	5.8%	 	4.0%	 	(5.1%)	 	
December 31, 2008 vs. September 30, 2008	 	5.8%	 	6.2%	 	0.6%	 	15.8% 	 	

 

65

 

Overview - continued
Significant Activity during 2008  
 
Reversal of Deferred Tax Liabilities
 
In connection with the purchase accounting for H Street, in July 2005 and April 2007 we recorded an aggregate of $222,174,000 of deferred tax liabilities representing the differences between the tax basis and the book basis of the acquired assets and liabilities multiplied by the effective tax rate. We were required to record these deferred tax liabilities because H Street and its partially owned entities were operated as C Corporations at the time they were acquired. As of January 16, 2008, we had completed all of the actions necessary to enable these entities to elect REIT status effective for the tax year beginning on January 1, 2008. Consequently, in the first quarter of 2008, we reversed the deferred tax liabilities and recognized an income tax benefit of $222,174,000 in our consolidated statement of income.
Lexington Realty Trust (“Lexington”) (NYSE: LXP)
 
Prior to October 28, 2008, we owned 8,149,592 limited partnership units of the Lexington Master Limited Partnership (“Lexington MLP”) which were exchangeable on a one-for-one basis into Lexington common shares, or a 7.7% limited partnership interest. On October 28, 2008, we acquired 8,000,000 common shares of Lexington for $5.60 per share, or $44,800,000. The purchase price consisted of $22,400,000 in cash and a $22,400,000 margin loan recourse only to the 8,000,000 shares acquired. In addition, we exchanged our existing limited partnership units in Lexington MLP for 8,149,592 Lexington common shares. As of December 31, 2008, we own 16,149,592 Lexington common shares, or approximately 17.2% of Lexington’s common equity. We account for our investment in Lexington on the equity method and record our pro rata share of Lexington’s net income or loss on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements.
 
Based on Lexington’s December 31, 2008 closing share price of $5.00, the market value (“fair value” pursuant to SFAS 157) of our investment in Lexington was $80,748,000, or $100,707,000 below the carrying amount on our consolidated balance sheet. We have concluded that our investment in Lexington is “other-than-temporarily” impaired and recorded a $100,707,000 non-cash impairment loss in the fourth quarter of 2008. Together with the impairment charge recorded in the nine months ended September 30, 2008, we recognized an aggregate of $107,882,000 of non-cash charges on our investment in Lexington during 2008. Our conclusions were based on the recent deterioration in the capital and financial markets and our inability to forecast a recovery in the near-term. These charges are included as a component of “(loss) income from partially owned entities,” on our consolidated statement of income.
 
Marketable Securities
 
At December 31, 2008, we concluded that certain of our investments in marketable equity securities were “other-than-temporarily” impaired, based on the severity and duration of the declines in the market value (“fair value” pursuant to SFAS 157) of these securities and recognized non-cash impairment charges aggregating $55,471,000, based on December 31, 2008 closing share prices. Together with impairment charges recorded in the nine months ended September 30, 2008, we recognized an aggregate of $76,352,000 of non-cash impairment charges on these investments during 2008. Our conclusions were based on the recent deterioration in the capital and financial markets and our inability to forecast a recovery in the near-term. These charges are included as a component of “interest and other investment (loss) income, net,” on our consolidated statement of income.
Real Estate Development Projects
 
During 2008, we recognized non-cash charges aggregating $96,037,000, for the write-off of our share of certain partially owned entities’ development costs, as these projects were either deferred or abandoned. These charges include $37,000,000 in the fourth quarter of 2008, for our 50% share of costs in connection with the redevelopment of the Filene’s property in Boston, Massachusetts and $23,000,000 in the first quarter of 2008, for our 50% share of costs in connection with the abandonment of the “arena move”/Moynihan East portions of the Farley project. These charges are included as a component of “(loss) income from partially owned entities,” on our consolidated statement of income.
 
During 2008, we also recognized non-cash charges aggregating $81,447,000, of which $73,438,000 was recognized in the fourth quarter of 2008, primarily related to residential condominium projects under development.

66

 

Overview – continued
MPH Mezzanine Loan
 
On June 5, 2007, we acquired a 42% interest in two MPH mezzanine loans totaling $158,700,000, for $66,000,000 in cash. The loans, which were due on February 8, 2008 and have not been repaid, are subordinate to $2.9 billion of mortgage and other debt and secured by the equity interests in four New York City properties: Worldwide Plaza, 1540 Broadway office condominium, 527 Madison Avenue and Tower 56. At December 31, 2007, we reduced the net carrying amount of the loans to $9,000,000 by recognizing a $57,000,000 non-cash charge in our consolidated statement of income. On April 2, 2008, we sold a sub-participation interest in the loans for $19,300,000, which resulted in the reduction of our valuation allowance from $57,000,000 to $46,700,000 and the recognition of $10,300,000 of non-cash income in our consolidated statement of income.
 
Dispositions
 
On March 31, 2008, we sold our 47.6% interest in Americold, our Temperature Controlled Logistics segment, for $220,000,000, in cash, which resulted in a net gain of $112,690,000, which is included as a component of “income from discontinued operations” on our consolidated statement of income.
 
On June 6, 2008, we sold our Tysons Dulles Plaza office building complex located in Tysons Corner, Virginia for approximately $152,800,000, in cash, which resulted in a net gain of $56,831,000, which is included as a component of “income from discontinued operations” on our consolidated statement of income.
 
Pursuant to the sale of GMH Communities L.P. (“GMH”) military housing division and the merger of its student housing division with American Campus Communities, Inc (“ACC”) (NYSE: ACC), in June 2008 we received an aggregate of $105,180,000, consisting of $82,142,000 in cash and 753,126 shares of ACC common stock valued at $23,038,000 based on ACC’s then closing share price of $30.59, in exchange for our entire interest in GMH. We subsequently sold all of the ACC common shares. The above transactions resulted in a net gain of $2,038,000, which was recognized in the second quarter of 2008, and is included as a component of “net gains on disposition of wholly owned and partially owned assets other than depreciable real estate” on our consolidated statement of income. The aggregate net income realized from inception of this investment in 2004 through its disposition was $77,000,000.
 
Financings
 
During 2008 we completed approximately $1.3 billion of property level financings and repaid approximately $241,000,000 of existing debt with a portion of the proceeds. In addition, we purchased $81,540,000 (aggregate face amount) of our 4.50% senior unsecured notes due August 15, 2009, for $80,408,000 in cash, resulting in a net gain on extinguishment of debt of $783,000. Vornado also purchased $10,200,000 and $17,300,000 (aggregate face amounts) of its 3.63% and 2.85% convertible senior debentures, respectively, for an aggregate of $18,080,000 in cash, resulting in a net gain on extinguishment of debt of $9,037,000.

The net proceeds we received from dispositions and financings above were used primarily for general corporate purposes. We may seek to obtain additional capital through equity offerings, debt financings or asset sales, although there is no express policy with respect to these capital markets transactions. We may also offer our partnership units in exchange for property and may repurchase or otherwise reacquire our partnership units or any other securities in the future.

67

 

Overview – continued
Leasing Activity
 
The following table sets forth certain information for the properties we own directly or indirectly, including leasing activity. The leasing activity presented below is based on leases signed during the period and is not intended to coincide with the commencement of rental revenue recognition in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Tenant improvements and leasing commissions are presented below based on square feet leased during the period, on a per square foot and per square foot per annum basis based on weighted average lease terms and as a percentage of initial rent per square foot.
 
(Square feet in thousands)	 	New York	 	Washington, DC	 	 	 	Merchandise Mart	 	
As of December 31, 2008:	 	Office	 	Office	 	Retail	 	Office	 	Showroom	 	
Square feet (in service)	 	 	16,108	 	 	17,666	 	 	21,861	 	 	2,424	 	6,332	 	
Number of properties	 	 	28	 	 	84	 	 	176	 	 	8	 	8	 	
Occupancy rate	 	 	96.7%	 	 	95.0%	 	 	92.1%	 	 	96.5%	 	92.2%	 	

Leasing Activity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Year ended December 31, 2008 :	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	1,246	(2)	 	2,152	 	 	1,022	 	 	493	 	862	 	
Initial rent (1)	 	$	71.69	 	$	38.52	 	$	38.34	 	$	27.50	$	28.07	 	
Weighted average lease term (years)	 	 	9.1	 	 	7.3	 	 	9.0	 	 	9.7	 	5.1	 	
Rent per square foot – relet space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	1,141	 	 	1,320	 	 	559	 	 	427	 	839	 	
Initial Rent – cash basis (1)	 	$	73.50	 	$	36.04	 	$	42.59	 	$	28.02	$	27.87	 	
Prior escalated rent – cash basis	 	$	48.69	 	$	30.89	 	$	28.46	 	$	32.13	$	28.33	 	
Percentage increase (decrease):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash basis	 	 	51.0%	(3)	 	16.7%	 	 	49.6%	(3)	 	(12.8%)	 	(1.6%)	 	
GAAP basis	 	 	48.4%	(3)	 	17.7%	 	 	18.1%	(3)	 	4.3%	 	10.2%	 	
Rent per square foot – vacant space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	105	 	 	832	 	 	463	 	 	66	 	23	 	
Initial rent (1)	 	$	52.10	 	$	42.46	 	$	33.19	 	$	24.17	$	36.51	 	
Tenant improvements and leasing commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Per square foot	 	$	48.72	 	$	15.75	 	$	18.31	 	$	37.23	$	6.85	 	
Per square foot per annum	 	$	5.35	 	$	2.16	 	$	2.03	 	$	3.84	$	1.33	 	
Percentage of initial rent	 	 	7.5%	 	 	5.6%	 	 	5.3%	 	 	14.0%	 	4.7%	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Quarter ended December 31, 2008 :	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	232	 	 	296	 	 	221	 	 	270	 	206	 	
Initial rent (1)	 	$	70.39	 	$	39.13	 	$	61.77	 	$	30.09	$	27.06	 	
Weighted average lease terms (years)	 	 	8.6	 	 	5.8	 	 	13.8	 	 	10.1	 	4.7	 	
Rent per square foot – relet space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	200	 	 	231	 	 	93	 	 	270	 	206	 	
Initial Rent – cash basis (1)	 	$	72.26	 	$	38.92	 	$	97.73	 	$	30.09	$	27.06	 	
Prior escalated rent – cash basis	 	$	48.67	 	$	35.13	 	$	34.87	 	$	35.20	$	27.67	 	
Percentage increase (decrease):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash basis	 	 	48.5%	(3)	 	10.8%	 	 	180.3%	(3)	 	(14.5%)	 	(2.2%)	 	
GAAP basis	 	 	18.4%	(3)	 	10.5%	 	 	10.5%	(3)	 	3.7%	 	8.2%	 	
Rent per square foot – vacant space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	33	 	 	65	 	 	128	 	 	—	 	—	 	
Initial rent (1)	 	$	58.90	 	$	39.88	 	$	35.31	 	$	—	$	—	 	
Tenant improvements and leasing commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Per square foot	 	$	57.05	 	$	12.52	 	$	58.73	 	$	24.99	$	5.64	 	
Per square foot per annum	 	$	6.60	 	$	2.16	 	$	4.26	 	$	2.48	$	1.19	 	
Percentage of initial rent	 	 	9.4%	 	 	5.5%	 	 	6.9%	 	 	8.2%	 	4.4%	 	
																	
____________________
See notes on following page

68

 

Overview – continued
 
(Square feet in thousands)	 	New York	Washington, DC	 	 	 	Merchandise Mart	 	
As of December 31, 2007:	 	Office	 	Office	 	Retail	 	Office	 	Showroom	 	
Square feet (in service)	 	 	15,994	 	 	17,483	 	 	21,710	 	 	2,358	 	 	6,139	 	
Number of properties	 	 	28	 	 	81	 	 	175	 	 	8	 	 	8	 	
Occupancy rate	 	 	97.6	%	 	93.3	%	 	94.2	%	 	96.7	%	 	93.7	%	

Leasing Activity:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Year ended December 31, 2007 :	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	1,445	 	 	2,512	 	 	857	 	 	329	 	 	1,510	 	
Initial rent (1)	 	$	73.74	 	$	38.97	 	$	39.38	 	$	26.70	 	$	26.70	 	
Weighted average lease term (years)	 	 	9.5	 	 	6.6	 	 	8.9	 	 	10.3	 	 	5.6	 	
Rent per square foot – relet space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	1,347	 	 	1,764	 	 	361	 	 	327	 	 	1,381	 	
Initial Rent (1)	 	$	75.05	 	$	33.89	 	$	41.50	 	$	26.75	 	$	26.73	 	
Prior escalated rent	 	$	43.66	 	$	31.90	 	$	28.60	 	$	28.25	 	$	26.85	 	
Percentage increase (decrease):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash basis	 	 	71.9	% (3)	 	6.2	%	 	45.1	% (3)	 	(5.3	%)	 	(0.4	%)	
GAAP basis	 	 	67.5	% (3)	 	7.1	%	 	38.1	% (3)	 	13.2	%	 	9.9	%	
Rent per square foot – vacant space:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet	 	 	98	 	 	748	 	 	496	 	 	2	 	 	129	 	
Initial rent (1)	 	$	55.73	 	$	50.96	 	$	37.74	 	$	19.50	 	$	26.38	 	
Tenant improvements and leasing commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Per square foot	 	$	48.90	 	$	11.34	 	$	9.86	 	$	52.39	 	$	13.33	 	
Per square foot per annum	 	$	5.17	 	$	1.72	 	$	1.11	 	$	5.09	 	$	2.38	 	
Percentage of initial rent	 	 	7.0	%	 	4.4	%	 	2.8	%	 	19.1	%	 	8.9	%	

 
_______________________
 	(1)	Most leases include periodic step-ups in rent, which are not reflected in the initial rent per square foot leased.	
 
 	(2)	In addition, the New York Office segment leased 13,468 square feet of retail space during the year ended December 31, 2008 at an initial rent of $205.39, a 268% increase over the prior escalated rent per square foot.	
 
 	(3)	Pursuant to SFAS 141, acquired below-market leases are marked-to-market at the time of their acquisition. Accordingly, when the space is subsequently re-leased, the cash basis rent increase is greater than the GAAP basis rent increase.	

69

 

Critical Accounting Policies
 
In preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of 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. Set forth below is a summary of the accounting policies that we believe are critical to the preparation of the consolidated financial statements. The summary should be read in conjunction with the more complete discussion of our accounting policies included in Note 2 to the consolidated financial statements in this Annual Report on Form 10-K.
 
Real Estate
 
Real estate is carried at cost, net of accumulated depreciation and amortization. As of December 31, 2008 and 2007, the carrying amounts of real estate, net of accumulated depreciation, were $15.709 billion and $15.226 billion, respectively. Maintenance and repairs are charged to operations as incurred. Depreciation requires an estimate by management of the useful life of each property and improvement as well as an allocation of the costs associated with a property to its various components. If we do not allocate these costs appropriately or incorrectly estimate the useful lives of our real estate, depreciation expense may be misstated.
 
Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles such as acquired above and below market leases and acquired in-place leases and customer relationships) and acquired liabilities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets, and we allocate purchase price based on these assessments. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions.
 
Our properties, including any related intangible assets, are individually reviewed for impairment if events or circumstances change indicating that the carrying amount of the assets may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over our anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, our anticipated holding period for properties, or the estimated fair value of properties change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
 
Identified Intangible Assets
 
Upon an acquisition of a business we record intangible assets acquired at their estimated fair value separate and apart from goodwill. We amortize identified intangible assets that are determined to have finite lives which are based on the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the business acquired. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset, including the related real estate when appropriate, is not recoverable and the carrying amount exceeds the estimated fair value.
 
As of December 31, 2008 and 2007, the carrying amounts of identified intangible assets, a component of “other assets” on our consolidated balance sheets, were $525,950,000 and $563,359,000, respectively. In addition, the carrying amounts of identified intangible liabilities, a component of “deferred credit” on our consolidated balance sheets, were $719,822,000 and $814,098,000, respectively. If the intangible assets are deemed to be impaired, or the estimated useful lives of finite-life intangibles assets or liabilities change, the impact to our consolidated financial statements could be material.

70

 

Critical Accounting Policies – continued
 
Mezzanine Loans Receivable
 
We invest in mezzanine loans to entities which have significant real estate assets. These investments, which are subordinate to the mortgage loans secured by the real property, are generally secured by pledges of the equity interests of the entities owning the underlying real estate. We record investments in mezzanine loans at the stated principal amount net of any unamortized discount or premium. As of December 31, 2008 and 2007, the carrying amounts of “mezzanine loans receivable” were $472,539,000 and $492,339,000, respectively. We accrete or amortize any discounts or premiums over the life of the related receivable utilizing the effective interest method, or straight-line method if the result is not materially different. We evaluate the collectibility of both interest and principal of each of our loans, if circumstances warrant, in determining whether they are impaired. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the investment to the estimated fair value of the loan or, as a practical expedient, to the value of the collateral if the loan is collateral dependent. If our estimates of the collectibility of both interest and principal or the fair value of our loans change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements.
 
Partially Owned Entities
 
As of December 31, 2008 and 2007, the carrying amounts of investments and advances to partially owned entities, including Alexander’s and Toys “R” Us, were $1.083 billion and $1.505 billion, respectively. In determining whether we have a controlling interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which we will absorb the majority of the entity’s expected losses, if they occur, or receive the majority of the expected residual returns, if they occur, or both. We account for investments on the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions. Investments that do not qualify for consolidation or equity method accounting are accounted for on the cost method.
 
Our investments in partially owned entities are reviewed for impairment if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. The ultimate realization of our investments in partially owned entities is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the value of an investment is other than temporary. If our estimates of the projected future cash flows, the nature of development activities for properties for which such activities are planned, and the estimated fair value of the investment change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.
 
Allowance For Doubtful Accounts
 
We periodically evaluate the collectibility of amounts due from tenants and maintain an allowance for doubtful accounts ($32,834,000 and $19,151,000 as of December 31, 2008 and 2007) for estimated losses resulting from the inability of tenants to make required payments under their lease agreements. We also maintain an allowance for receivables arising from the straight-lining of rents ($5,773,000 and $3,076,000 as of December 31, 2008 and 2007). This receivable arises from earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. These estimates may differ from actual results, which could be material to our consolidated financial statements.

71

 

Critical Accounting Policies – continued
 
Revenue Recognition
 
We have the following revenue sources and revenue recognition policies:
 
 	•	Base Rent — income arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease.	
 
 	•	Percentage Rent — income arising from retail tenant leases that is contingent upon the sales of the tenant exceeding a defined threshold. These rents are recognized in accordance with Staff Accounting Bulletin No. 104: Revenue Recognition , which states that this income is to be recognized only after the contingency has been removed (i.e., sales thresholds have been achieved).	
 
 	•	Hotel Revenue — income arising from the operation of the Hotel Pennsylvania which consists of rooms revenue, food and beverage revenue, and banquet revenue. Income is recognized when rooms are occupied. Food and beverage and banquet revenue are recognized when the services have been rendered.	
 
 	•	Trade Shows Revenue — income arising from the operation of trade shows, including rentals of booths. This revenue is recognized when the trade shows have occurred.	
 
 	•	Expense Reimbursements — revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred.	
 
 	•	Management, Leasing and Other Fees — income arising from contractual agreements with third parties or with partially owned entities. This revenue is recognized as the related services are performed under the respective agreements.	
 
Before we recognize revenue, we assess, among other things, its collectibility. If our assessment of the collectibility of revenue changes, the impact on our consolidated financial statements could be material.

72

 

Recently Issued Accounting Literature
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosures about fair value measurements. SFAS 157 was effective for our financial assets and liabilities on January 1, 2008.  The FASB has deferred the implementation of the provisions of SFAS 157 relating to certain non-financial assets and liabilities until January 1, 2009. This standard did not materially affect how we determine fair value, but resulted in certain additional disclosures. SFAS 157 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 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. Financial assets and liabilities measured at fair value in our consolidated financial statements primarily consist of (i) marketable securities, (ii) the assets of our deferred compensation plan (primarily marketable securities and equity investments in limited partnerships), for which there is a corresponding liability on our consolidated balance sheets and (iii) Redeemable Class A units, held by third-parties. Financial assets and liabilities measured at fair value as of December 31, 2008 are presented in the table below based on their level in the fair value hierarchy.
 
 	 	 	 	Fair Value Hierarchy (1)	 	
(Amounts in thousands)	 	Total	 	Level 1	 	Level 2	 	Level 3	 	
Marketable securities	$	118,438	$	118,438	 	$	—	 	$	—	 	
Deferred compensation plan assets (included in
other assets)	 	69,945	 	35,769	 	 	—	 	 	34,176	 	
Interest rate caps (included in other assets)	 	25	 	—	 	 	25	 	 	—	 	
Total Assets	$	188,408	$	154,207	 	$	25	 	$	34,176	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Class A units	$	882,740	$	—	 	$	882,740	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Deferred compensation plan liabilities	$	69,945	$	35,769	 	$	—	 	$	34,176	 	
													
___________________
(1) We chose not to elect the fair value option prescribed by Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), for our financial assets and liabilities that had not been previously measured at fair value. These financial assets and liabilities include our outstanding debt, accounts receivable, accounts payable and investments in partially owned entities.
 
The fair value of Level 3 “deferred compensation plan assets” represents equity investments in certain limited partnerships, for which there is a corresponding Level 3 liability to the plan’s participants. The following is a summary of changes in Level 3 deferred compensation plan assets and liabilities, for the year ended December 31, 2008.
 
(Amounts in thousands)	 	Beginning Balance	 	Total Realized/ Unrealized Losses	 	Purchases,
Sales, Other Settlements and Issuances, net	 	Ending
Balance	 	
For the year ended
December 31, 2008	$	50,578	$	(15,407	)	$	(995	)	$	34,176	 	

 

73

 

Recently Issued Accounting Literature - continued
In February 2007, the FASB issued SFAS 159, which permits companies to measure many financial instruments and certain other items at fair value.  SFAS 159 was effective on January 1, 2008. We did not elect the fair value option for any of our existing financial instruments on the effective date and have not determined whether we will elect this option for any eligible financial instruments we acquire in the future.
 
In December 2007, the FASB issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R broadens the guidance of SFAS 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R also broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations; and acquisition related costs will generally be expensed rather than included as part of the basis of the acquisition. SFAS 141R expands required disclosures to improve the ability to evaluate the nature and financial effects of business combinations. SFAS 141R is effective for all transactions entered into on or after January 1, 2009. The adoption of this standard on January 1, 2009 could materially impact our future financial results to the extent that we acquire significant amounts of real estate, in part because acquisition costs will be expensed as incurred compared to our current practice of capitalizing such costs and amortizing them over the estimated useful life of the assets acquired.
 
In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires a noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be identified in the consolidated financial statements. SFAS 160 also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.
 
In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133 (“SFAS 161”) . SFAS 161 requires enhanced disclosures related to derivative instruments and hedging activities, including disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. SFAS 161 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.

74

 

Recently Issued Accounting Literature - continued
In May 2008, the FASB issued Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement) , (the “FSP”), which is effective for us on January 1, 2009 and requires retrospective application. The adoption of this FSP will affect the accounting for our convertible debt due to Vornado and our exchangeable senior debentures and Series D-13 convertible preferred units. The FSP requires the initial proceeds from the sale of our convertible and exchangeable senior debentures and Series D-13 convertible preferred units to be allocated between a liability component and an equity component. The resulting discount will be amortized using the effective interest method over the period the debt is expected to remain outstanding as additional interest expense. The adoption of the FSP on January 1, 2009 will result in the recognition of an aggregate unamortized debt discount of $139,937,000 (as of December 31, 2008) in our consolidated balance sheets and additional interest expense in our consolidated statements of income. Our current estimate of the incremental interest expense for each reporting period is as follows:
 
(Amounts in thousands)	 	 	 	 	
For the year ended December 31:	 	 	 	 	
2005	 	$	3,779	 	
2006	 	 	6,736	 	
2007	 	 	31,323	 	
2008	 	 	40,387	 	
2009	 	 	41,532	 	
2010	 	 	44,013	 	
2011	 	 	45,097	 	
2012	 	 	9,133	 	

In May 2008, the FASB issued Statement No. 163, Accounting for Financial Guarantee Insurance Contracts (“SFAS 163”). SFAS 163 was issued to decrease inconsistencies within Statement No. 60, Accounting and Reporting by Insurance Enterprises , and clarify how it applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition of premium revenue and claim liabilities. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.
 
In June 2008, the FASB ratified EITF Issue 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-5”). Paragraph 11(a) of SFAS 133 specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope exception. EITF 07-5 is effective on January 1, 2009. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

75

 

Net income and EBITDA (1) by Segment for the Years Ended December 31, 2008, 2007 and 2006.
 
(Amounts in thousands)	 	For the Year Ended December 31, 2008	 	
 	 	Total	 	New York
Office	 	 	Washington, DC
Office (2)	 	Retail	 	Merchandise
Mart (2)	 	Toys	 	Other (4)	 	
Property rentals	 	$	2,024,075	 	$	722,445	 	$	509,377	 	$	349,763	 	$	245,400	 	$	            —	 	$ 	   197,090	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	58,159	 	 	28,023	 	 	6,764	 	 	16,622	 	 	5,954	 	 	—	 	 	796	 	
Amortization of free rent	 	 	32,901	 	 	14,743	 	 	10,778	 	 	4,156	 	 	2,703	 	 	—	 	 	521	 	
Amortization of acquired below- market leases, net	 	 	96,176	 	 	60,355	 	 	4,423	 	 	26,765	 	 	161	 	 	—	 	 	4,472	 	
Total rentals	 	 	2,211,311	 	 	825,566	 	 	531,342	 	 	397,306	 	 	254,218	 	 	—	 	 	202,879	 	
Tenant expense reimbursements	 	 	358,437	 	 	135,788	 	 	61,523	 	 	128,496	 	 	18,567	 	 	—	 	 	14,063	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	56,416	 	 	71,833	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(15,417	)	
Management and leasing fees	 	 	13,397	 	 	6,411	 	 	8,940	 	 	1,673	 	 	349	 	 	—	 	 	(3,976	)	
Lease termination fees	 	 	8,634	 	 	3,088	 	 	2,635	 	 	2,281	 	 	630	 	 	—	 	 	—	 	
Other	 	 	48,856	 	 	15,699	 	 	22,360	 	 	2,603	 	 	7,059	 	 	—	 	 	1,135	 	
Total revenues	 	 	2,697,051	 	 	1,058,385	 	 	626,800	 	 	532,359	 	 	280,823	 	 	—	 	 	198,684	 	
Operating expenses	 	 	1,070,118	 	 	439,012	 	 	220,139	 	 	201,397	 	 	137,971	 	 	—	 	 	71,599	 	
Depreciation and amortization	 	 	537,427	 	 	190,925	 	 	137,255	 	 	92,353	 	 	51,833	 	 	—	 	 	65,061	 	
General and administrative	 	 	194,027	 	 	20,217	 	 	26,548	 	 	29,866	 	 	29,254	 	 	—	 	 	88,142	 	
Impairment losses on development projects and costs of acquisitions not consummated	 	 	81,447	 	 	—	 	 	—	 	 	595	 	 	—	 	 	—	 	 	80,852	 	
Total expenses	 	 	1,883,019	 	 	650,154	 	 	383,942	 	 	324,211	 	 	219,058	 	 	—	 	 	305,654	 	
Operating income (loss)	 	 	814,032	 	 	408,231	 	 	242,858	 	 	208,148	 	 	61,765	 	 	—	 	 	(106,970	)	
Income applicable to Alexander’s	 	 	36,671	 	 	763	 	 	—	 	 	650	 	 	—	 	 	—	 	 	35,258	 	
Income applicable to Toys	 	 	2,380	 	 	—	 	 	—	 	 	—	 	 	—	 	 	2,380	 	 	—	 	
(Loss) income from partially owned entities	 	 	(195,878	)	 	5,319	 	 	6,173	 	 	9,721	 	 	1,106	 	 	—	 	 	(218,197	)	
Interest and other investment income, net	 	 	(2,682	)	 	2,288	 	 	2,116	 	 	494	 	 	356	 	 	—	 	 	(7,936	)	
Interest and debt expense	 	 	(586,358	)	 	(139,146	)	 	(126,508	)	 	(86,787	)	 	(52,148	)	 	—	 	 	(181,769	)	
Net gains on disposition of wholly owned and partially owned assets other than depreciable real estate	 	 	7,757	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	7,757	 	
Minority interest of partially owned entities	 	 	3,263	 	 	(4,762	)	 	—	 	 	157	 	 	(125	)	 	—	 	 	7,993	 	
Income (loss) before income taxes	 	 	79,185	 	 	272,693	 	 	124,639	 	 	132,383	 	 	10,954	 	 	2,380	 	 	(463,864	)	
Income tax benefit (expense)	 	 	204,537	 	 	—	 	 	220,973	 	 	(82	)	 	(1,206	)	 	—	 	 	(15,148	)	
Income (loss) from continuing operations	 	 	283,722	 	 	272,693	 	 	345,612	 	 	132,301	 	 	9,748	 	 	2,380	 	 	(479,012	)	
Income (loss) from discontinued operations	 	 	170,532	 	 	—	 	 	59,068	 	 	(448	)	 	—	 	 	—	 	 	111,912	 	
Net income (loss)	 	 	454,254	 	 	272,693	 	 	404,680	 	 	131,853	 	 	9,748	 	 	2,380	 	 	(367,100	)	
Interest and debt expense (3)	 	 	782,394	 	 	132,406	 	 	130,310	 	 	102,600	 	 	53,072	 	 	147,812	 	 	216,194	 	
Depreciation and amortization (3)	 	 	710,526	 	 	181,699	 	 	143,989	 	 	98,238	 	 	52,357	 	 	136,634	 	 	97,609	 	
Income tax expense (benefit) (3)	 	 	(142,415	)	 	—	 	 	(220,965	)	 	82	 	 	1,260	 	 	59,652	 	 	17,556	 	
EBITDA (1)	 	$	1,804,759	 	$	586,798	 	$	458,014	 	$	332,773	 	$	116,437	 	$	346,478	 	$	(35,741	)	
Percentage of EBITDA by segment	 	 	100.0	%	 	32.5	%	 	25.4	%	 	18.4	%	 	6.5	%	 	19.2	%	 	(2.0	)%	

Excluding items that affect comparability, which are described in the “Overview,” the percentages of EBITDA by segment are 29.6% for New York Office, 20.0% for Washington, DC Office, 16.8% for Retail, 5.9% for Merchandise Mart, 17.4% for Toys and 10.3% for Other.
_____________________
See notes on page 79.
76

Net income and EBITDA (1) by Segment for the Years Ended December 31, 2008, 2007 and 2006 – continued
 
(Amounts in thousands)	 	For the Year Ended December 31, 2007	 	 	
 	 	Total	 	New York
Office	 	Washington, DC
Office (2)	 	Retail				Merchandise
Mart (2)			Toys		Other (4)	 	 	
Property rentals	 	$	1,816,698	 	$	640,739	 	$	455,416	 	$	328,911	 	$	237,199	 	$	—	 	$	154,433	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	42,431	 	 	13,281	 	 	11,856	 	 	12,257	 	 	4,193	 	 	—	 	 	844	 	
Amortization of free rent	 	 	34,602	 	 	15,935	 	 	14,115	 	 	1,138	 	 	1,836	 	 	—	 	 	1,578	 	
Amortization of acquired below- market
leases, net	 	 	83,292	 	 	47,861	 	 	4,615	 	 	25,960	 	 	193	 	 	—	 	 	4,663	 	
Total rentals	 	 	1,977,023	 	 	717,816	 	 	486,002	 	 	368,266	 	 	243,421	 	 	—	 	 	161,518	 	
Tenant expense reimbursements	 	 	323,544	 	 	125,940	 	 	45,138	 	 	120,756	 	 	19,570	 	 	—	 	 	12,140	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	46,238	 	 	58,837	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(12,599	)	
Management and leasing fees	 	 	15,713	 	 	4,928	 	 	12,539	 	 	1,770	 	 	7	 	 	—	 	 	(3,531	)	
Lease termination fees	 	 	7,453	 	 	3,500	 	 	453	 	 	2,823	 	 	677	 	 	—	 	 	—	 	
Other	 	 	40,545	 	 	16,239	 	 	16,299	 	 	2,257	 	 	6,997	 	 	—	 	 	(1,247	)	
Total revenues	 	 	2,410,516	 	 	927,260	 	 	560,431	 	 	495,872	 	 	270,672	 	 	—	 	 	156,281	 	
Operating expenses	 	 	951,582	 	 	395,357	 	 	183,776	 	 	172,557	 	 	131,332	 	 	—	 	 	68,560	 	
Depreciation and amortization	 	 	441,209	 	 	150,268	 	 	117,496	 	 	78,286	 	 	47,105	 	 	—	 	 	48,054	 	
General and administrative	 	 	189,041	 	 	17,252	 	 	27,629	 	 	27,476	 	 	28,168	 	 	—	 	 	88,516	 	
Costs of acquisitions not consummated	 	 	10,375	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	10,375	 	
Total expenses	 	 	1,592,207	 	 	562,877	 	 	328,901	 	 	278,319	 	 	206,605	 	 	—	 	 	215,505	 	
Operating income (loss)	 	 	818,309	 	 	364,383	 	 	231,530	 	 	217,553	 	 	64,067	 	 	—	 	 	(59,224	)	
Income applicable to Alexander’s	 	 	50,589	 	 	757	 	 	—	 	 	812	 	 	—	 	 	—	 	 	49,020	 	
Loss applicable to Toys “R” Us	 	 	(14,337	)	 	—	 	 	—	 	 	—	 	 	—	 	 	(14,337	)	 	—	 	
Income from partially owned entities	 	 	31,891	 	 	4,799	 	 	8,728	 	 	9,041	 	 	1,053	 	 	—	 	 	8,270	 	
Interest and other investment income, net	 	 	226,425	 	 	2,888	 	 	5,982	 	 	534	 	 	390	 	 	—	 	 	216,631	 	
Interest and debt expense	 	 	(569,386	)	 	(133,804	)	 	(126,163	)	 	(78,234	)	 	(52,237	)	 	—	 	 	(178,948	)	
Net gains on disposition of wholly owned
and partially owned assets other
than depreciable real estate	 	 	39,493	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	39,493	 	
Minority interest of partially owned entities	 	 	3,494	 	 	(3,583)	 	 	—	 	 	96	 	 	—	 	 	—	 	 	6,981	 	
Income (loss) before income taxes	 	 	586,478	 	 	235,440	 	 	120,077	 	 	149,802	 	 	13,273	 	 	(14,337	)	 	82,223	 	
Income tax expense	 	 	(9,179	)	 	—	 	 	(2,909	)	 	(185	)	 	(969	)	 	—	 	 	(5,116	)	
Income (loss) from continuing operations	 	 	577,299	 	 	235,440	 	 	117,168	 	 	149,617	 	 	12,304	 	 	(14,337	)	 	77,107	 	
Income (loss) from discontinued
operations	 	 	64,446	 	 	—	 	 	62,481	 	 	6,397	 	 	—	 	 	—	 	 	(4,432	)	
Net income (loss)	 	 	641,745	 	 	235,440	 	 	179,649	 	 	156,014	 	 	12,304	 	 	(14,337	)	 	72,675	 	
Interest and debt expense (3)	 	 	823,030	 	 	131,418	 	 	131,013	 	 	89,537	 	 	53,098	 	 	174,401	 	 	243,563	 	
Depreciation and amortization (3)	 	 	676,660	 	 	147,340	 	 	132,302	 	 	82,002	 	 	47,711	 	 	155,800	 	 	111,505	 	
Income tax expense (benefit) (3)	 	 	4,234	 	 	—	 	 	6,738	 	 	185	 	 	969	 	 	(10,898	)	 	7,240	 	
EBITDA (1)	 	$	2,145,669	 	$	514,198	 	$	449,702	 	$	327,738	 	$	114,082	 	$	304,966	 	$	434,983	 	
Percentage of EBITDA by segment	 	 	100.0	%	 	24.0	%	 	21.0	%	 	15.3	%	 	5.3	%	 	14.2	%	 	20.2	%	

Excluding items that affect comparability, which are described in the “Overview,” the percentages of EBITDA by segment are 26.9% for New York Office, 20.1% for Washington, DC Office, 16.9% for Retail, 6.0% for Merchandise Mart, 15.8% for Toys and 14.3% for Other.
___________________
See notes on page 79.

77

 

Net income and EBITDA (1) by Segment for the Years Ended December 31, 2008, 2007 and 2006 – continued
 
(Amounts in thousands)	 	For the Year Ended December 31, 2006	
 	 	Total	 	New York
Office	 	Washington, DC
Office (2)	 	Retail	 	Merchandise
Mart (2)	 	Toys	 	Other (4)	 	
Property rentals	 	$	1,458,201	 	$	487,421	 	$	394,997	 	$	264,727	 	$	224,341	 	$	—	 	$	86,715	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	31,947	 	 	4,431	 	 	13,632	 	 	7,908	 	 	6,142	 	 	—	 	 	(166	)	
Amortization of free rent	 	 	31,103	 	 	7,245	 	 	16,155	 	 	5,080	 	 	2,623	 	 	—	 	 	—	 	
Amortization of acquired below-
market leases, net	 	 	23,490	 	 	976	 	 	4,178	 	 	15,513	 	 	43	 	 	—	 	 	2,780	 	
Total rentals	 	 	1,544,741	 	 	500,073	 	 	428,962	 	 	293,228	 	 	233,149	 	 	—	 	 	89,329	 	
Tenant expense reimbursements	 	 	260,772	 	 	102,488	 	 	34,618	 	 	101,737	 	 	17,810	 	 	—	 	 	4,119	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	33,779	 	 	42,317	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(8,538	)	
Management and leasing fees	 	 	10,256	 	 	1,111	 	 	7,643	 	 	1,463	 	 	39	 	 	—	 	 	—	 	
Lease termination fees	 	 	29,362	 	 	25,188	 	 	2,798	 	 	371	 	 	1,005	 	 	—	 	 	—	 	
Other	 	 	30,190	 	 	12,307	 	 	11,247	 	 	1,588	 	 	4,963	 	 	—	 	 	85	 	
Total revenues	 	 	1,909,100	 	 	683,484	 	 	485,268	 	 	398,387	 	 	256,966	 	 	—	 	 	84,995	 	
Operating expenses	 	 	737,452	 	 	301,583	 	 	152,121	 	 	130,520	 	 	103,644	 	 	—	 	 	49,584	 	
Depreciation and amortization	 	 	319,066	 	 	98,474	 	 	106,592	 	 	50,806	 	 	42,132	 	 	—	 	 	21,062	 	
General and administrative	 	 	180,167	 	 	16,942	 	 	34,074	 	 	21,683	 	 	26,572	 	 	—	 	 	80,896	 	
Total expenses	 	 	1,236,685	 	 	416,999	 	 	292,787	 	 	203,009	 	 	172,348	 	 	—	 	 	151,542	 	
Operating income (loss)	 	 	672,415	 	 	266,485	 	 	192,481	 	 	195,378	 	 	84,618	 	 	—	 	 	(66,547	)	
(Loss) income applicable to Alexander’s	 	 	(14,530	)	 	772	 	 	—	 	 	716	 	 	—	 	 	—	 	 	(16,018	)	
Loss applicable to Toys “R” Us	 	 	(47,520	)	 	—	 	 	—	 	 	—	 	 	—	 	 	(47,520	)	 	—	 	
Income from partially owned entities	 	 	60,355	 	 	3,844	 	 	13,302	 	 	5,950	 	 	1,076	 	 	—	 	 	36,183	 	
Interest and other investment income, net	 	 	255,391	 	 	913	 	 	1,782	 	 	812	 	 	275	 	 	—	 	 	251,609	 	
Interest and debt expense	 	 	(394,571	)	 	(84,134	)	 	(97,972	)	 	(79,202	)	 	(28,672	)	 	—	 	 	(104,591	)	
Net gains on disposition of wholly
owned and partially owned assets
other than depreciable real estate	 	 	76,073	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	76,073	 	
Minority interest of partially owned entities	 	 	1,363	 	 	—	 	 	—	 	 	84	 	 	5	 	 	—	 	 	1,274	 	
Income (loss) before income taxes	 	 	608,976	 	 	187,880	 	 	109,593	 	 	123,738	 	 	57,302	 	 	(47,520	)	 	177,983	 	
Income tax (expense) benefit	 	 	(491	)	 	—	 	 	(1,066	)	 	—	 	 	575	 	 	—	 	 	—	 	
Income (loss) from continuing operations	 	 	608,485	 	 	187,880	 	 	108,527	 	 	123,738	 	 	57,877	 	 	(47,520	)	 	177,983	 	
Income (loss) from discontinued
operations	 	 	32,203	 	 	—	 	 	25,714	 	 	9,206	 	 	5,682	 	 	—	 	 	(8,399	)	
Net income (loss)	 	 	640,688	 	 	187,880	 	 	134,241	 	 	132,944	 	 	63,559	 	 	(47,520	)	 	169,584	 	
Interest and debt expense (3)	 	 	692,496	 	 	86,861	 	 	107,477	 	 	89,748	 	 	29,551	 	 	196,259	 	 	182,600	 	
Depreciation and amortization (3)	 	 	542,515	 	 	101,976	 	 	125,674	 	 	56,168	 	 	42,717	 	 	137,176	 	 	78,804	 	
Income tax (benefit) expense (3)	 	 	(11,848	)	 	—	 	 	8,976	 	 	—	 	 	(575	)	 	(22,628	)	 	2,379	 	
EBITDA (1)	 	$	1,863,851	 	$	376,717	 	$	376,368	 	$	278,860	 	$	135,252	 	$	263,287	 	$	433,367	 	
Percentage of EBITDA by segment	 	 	100.0	%	 	20.2	%	 	20.2	%	 	15.0	%	 	7.3	%	 	14.1	%	 	23.2	%	
 
Excluding items that affect comparability, the percentages of EBITDA by segment are 23.9% for New York Office, 22.4% for Washington, DC Office, 17.1% for Retail, 8.2% for Merchandise Mart, 16.6% for Toys and 11.8% for Other.
_________________________
See notes on the following page.

78

 

Net income and EBITDA (1) by Segment for the Years Ended December 31, 2008, 2007 and 2006 – continued
 
Notes to the preceding tabular information:

(1)	EBITDA represents “Earnings Before Interest, Taxes, Depreciation and Amortization.” Management considers EBITDA a supplemental measure for making decisions and assessing the un-levered performance of its 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, management utilizes this measure to make investment decisions as well as to compare the performance of its assets to that of its 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)	As of January 1, 2008, we transferred the operations and financial results related to 409 3 rd Street, NW (Washington Office Center) from the Merchandise Mart segment to the Washington, DC Office segment for both the current and prior periods presented.	
 
(3)	Interest and debt expense, depreciation and amortization and income tax (benefit) expense in the reconciliation of net income to EBITDA include our share of these items from partially owned entities.	
 
(4)	Other EBITDA is comprised of:	
 
(Amounts in thousands)	 	For the Year Ended December 31,	 	
 	 	2008	 	2007	 	2006	 	
Alexander’s	 	$	64,683	 	$	78,375	 	$	14,130	 	
555 California Street (acquired 70% interest in May 2007)	 	 	48,316	 	 	34,073	 	 	—	 	
Hotel Pennsylvania	 	 	42,269	 	 	37,941	 	 	27,495	 	
Lexington	 	 	35,150	 	 	24,539	 	 	51,737	 	
GMH (sold in June 2008)	 	 	—	 	 	22,604	 	 	10,737	 	
Industrial warehouses	 	 	5,264	 	 	4,881	 	 	5,582	 	
Other investments	 	 	6,321	 	 	7,322	 	 	13,253	 	
 	 	 	202,003	 	 	209,735	 	 	122,934	 	
Non-cash asset write-downs:	 	 	 	 	 	 	 	 	 	 	
Investment in Lexington	 	 	(107,882	)	 	—	 	 	—	 	
Marketable equity securities	 	 	(76,352	)	 	—	 	 	—	 	
Real estate development projects:	 	 	 	 	 	 	 	 	 	 	
Partially owned entities	 	 	(96,037	)	 	—	 	 	—	 	
Wholly owned entities (including costs of acquisitions not consummated)	 	 	(80,852	)	 	(10,375	)	 	—	 	
MPH mezzanine loan loss reversal (accrual)	 	 	10,300	 	 	(57,000	)	 	—	 	
Derivative positions in marketable equity securities	 	 	(33,740	)	 	113,503	 	 	111,107	 	
Corporate general and administrative expenses	 	 	(77,763	)	 	(76,799	)	 	(76,071	)	
Investment income and other, net	 	 	95,315	 	 	188,258	 	 	209,106	 	
Discontinued operations of Americold (including a $112,690 net gain on
sale in 2008)	 	 	129,267	 	 	67,661	 	 	66,291	 	
 	 	$	(35,741	)	$	434,983	 	$	433,367	 	

79

Results of Operations - Year Ended December 31, 2008 Compared to December 31, 2007
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 $2,697,051,000 for the year ended December 31, 2008, compared to $2,410,516,000 in the prior year, an increase of $286,535,000. Below are the details of the increase by segment:
 
(Amounts in thousands)	 	 	 	 	 	 	 	 	 	 	 	
Property rentals:	 	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Other	 	
Increase (decrease) due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1290 Avenue of the Americas	 	$	46,780	 	$	46,780	 	$	—	 	$	—	 	$	—	 	$	—	 	
555 California Street	 	 	37,301	 	 	—	 	 	—	 	 	—	 	 	—	 	 	37,301	 	
H Street (effect of consolidating from
May 1, 2007, vs. equity method prior)	 	 	19,330	 	 	—	 	 	19,330	 	 	—	 	 	—	 	 	—	 	
Other	 	 	25,788	 	 	—	 	 	780	 	 	16,838	 	 	8,170	 	 	—	 	
Development/Redevelopment	 	 	(8,065	)	 	—	 	 	(2,703	)	 	(4,688	)	 	—	 	 	(674	)	
Amortization of acquired below- market leases, net	 	 	12,884	 	 	12,494	 	 	(192	)	 	805	 	 	(32	)	 	(191	)	
Leasing activity (see page 68)	 	 	91,016	 	 	48,476	 	 	28,125	 	 	16,085	 	 	549	 	 	(2,219	)	
Hotel Pennsylvania	 	 	7,144	 	 	—	 	 	—	 	 	—	 	 	—	 	 	7,144	 	
Trade shows	 	 	2,110	 	 	—	 	 	—	 	 	—	 	 	2,110	 	 	—	 	
Total increase in property rentals	 	 	234,288	 	 	107,750	 	 	45,340	 	 	29,040	 	 	10,797	 	 	41,361	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant expense reimbursements:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase (decrease) due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions/development	 	 	12,613	 	 	6,041	 	 	2,558	 	 	2,165	 	 	—	 	 	1,849	 	
Operations	 	 	22,280	 	 	3,807	(1)	 	13,827	 	 	5,575	 	 	(1,003	) (2)	 	74	 	
Total increase (decrease) in tenant expense reimbursements	 	 	34,893	 	 	9,848	 	 	16,385	 	 	7,740	 	 	(1,003	)	 	1,923	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase (decrease) in:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lease cancellation fee income	 	 	1,181	 	 	(412	)	 	2,182	 	 	(542	)	 	(47	)	 	—	 	
Management and leasing fees	 	 	(2,316	)	 	1,483	 	 	(3,599	) (3)	 	(97	)	 	342	 	 	(445	)	
BMS Cleaning fees	 	 	10,178	 	 	12,996	 	 	—	 	 	—	 	 	—	 	 	(2,818	) (4)	
Other	 	 	8,311	 	 	(540	)	 	6,061	 	 	346	 	 	62	 	 	2,382	 	
Total increase (decrease) in fee and other income	 	 	17,354	 	 	13,527	 	 	4,644	 	 	(293	)	 	357	 	 	(881	)	
Total increase in revenues	 	$	286,535	 	$	131,125	 	$	66,369	 	$	36,487	 	$	10,151	 	$	42,403	 	
																						
____________________________
 
(1)	Primarily due to a decrease in real estate tax reimbursements resulting from lower tax assessments and new tenant base years.	
 
(2)	Primarily from lower real estate tax reimbursements resulting from a reassessment of 2006 real estate taxes in 2007.	
 
(3)	Primarily from leasing fees recognized in the prior year in connection with the management of a development project.	
 
(4)	Results from the elimination of inter-company fees from operating segments upon consolidation. See note 4 on page 81.	

80

 

Results of Operations - Year Ended December 31, 2008 Compared to December 31, 2007 – continued
 
Expenses
Our expenses, which consist of operating, depreciation and amortization, general and administrative expenses and costs of acquisitions and developments not consummated were $1,883,019,000 for the year ended December 31, 2008, compared to $1,592,207,000 in the prior year, an increase of $290,812,000. Below are the details of the increase (decrease) by segment:
 
(Amounts in thousands)	 	 	 	 	 	 	 	 	 	 	 	
Operating:	 	Total	 	New York
Office	 	Washington, DC
Office	      	Retail	 	Merchandise
Mart	 	Other	 	
Increase (decrease) due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1290 Avenue of the Americas	 	$	19,148	 	$	19,148	 	$	—	 	$	—	 	$	—	 	$	—	 	
555 California Street	 	 	17,442	 	 	—	 	 	—	 	 	—	 	 	—	 	 	17,442	 	
H Street (effect of consolidating from
May 1, 2007, vs. equity method prior)	 	 	8,300	 	 	—	 	 	8,300	 	 	—	 	 	—	 	 	—	 	
Other	 	 	14,455	 	 	—	 	 	1,410	 	 	6,190	 	 	6,855	 	 	—	 	
Development/Redevelopment	 	 	145	 	 	—	 	 	(731	)	 	2,186	 	 	—	 	 	(1,310	)	
Operations	 	 	59,624	 	 	24,507	(1)	 	27,384	 	 	20,464	(2)	 	2,744	(3)	 	(15,475	) (4)	
Hotel Pennsylvania	 	 	2,382	 	 	—	 	 	—	 	 	—	 	 	—	 	 	2,382	 	
Trade shows activity	 	 	(2,960	)	 	—	 	 	—	 	 	—	 	 	(2,960	)	 	—	 	
Total increase in operating expenses	 	 	118,536	 	 	43,655	 	 	36,363	 	 	28,840	 	 	6,639	 	 	3,039	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions/Development	 	 	46,620	 	 	23,618	 	 	7,006	 	 	4,248	 	 	—	 	 	11,748	 	
Operations (due to additions to buildings and
improvements)	 	 	49,598	 	 	17,039	 	 	12,753	 	 	9,819	 	 	4,728	 	 	5,259	 	
Total increase in depreciation and amortization	 	 	96,218	 	 	40,657	 	 	19,759	 	 	14,067	 	 	4,728	 	 	17,007	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
General and administrative:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase (decrease) due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions/Development and Other	 	 	7,349	 	 	—	 	 	(17	)	 	1,948	 	 	—	 	 	5,418	 	
Operations	 	 	(2,363	)	 	2,965	 	 	(1,064	)	 	442	 	 	1,086	 	 	(5,792	) (5)	
Total increase (decrease) in general and administrative	 	 	4,986	 	 	2,965	 	 	(1,081	)	 	2,390	 	 	1,086	 	 	(374	)	
Impairment losses on development projects and cost
of acquisitions not consummated	 	 	71,072	 	 	—	 	 	—	 	 	595	 	 	—	 	 	70,477	 	
Total increase in expenses	 	$	290,812	 	$	87,277	 	$	55,041	 	$	45,892	 	$	12,453	 	$	90,149	 	
_________________________
 
(1)	Results from an $11,715 increase in BMS operating expenses and a $12,792 increase in property level operating expenses.	
 
(2)	Includes $6,990 of write-offs for receivables arising from the straight-lining of rents and $2,492 of bad debt expense, all relating to tenants that filed for bankruptcy. Of these amounts, $3,931 and $1,203, respectively, relate to Circuit City.	
 
(3)	Primarily due to higher bad debt expense, partially offset by lower real estate taxes.	
 
(4)	Results primarily from an increase in the elimination of inter-company fees of our operating segments upon consolidation.	
 
(5)	Primarily due to a $15,344 reduction in the deferred compensation plan liability (for which there is a corresponding reduction in “interest and other investment (loss) income, net” from the mark-to-market of deferred compensation plan assets), partially offset by a $4,600 pension termination cost, higher compensation expense and professional fees.	

81

 

Results of Operations - Year Ended December 31, 2008 Compared to December 31, 2007 – continued
Income Applicable to Alexander’s
Our 32.5% share of income applicable to Alexander’s (comprised of our share of Alexander’s net income, management, leasing and development fees) was $36,671,000 for the year ended December 31, 2008, compared to $50,589,000 for the prior year, a decrease of $13,918,000. The decrease was primarily due to $6,583,000 of income for our share of the reversal of accrued stock appreciation rights compensation expense, compared to $14,280,000 in the prior year.
 
Income (loss) Applicable to Toys  
 
Our 32.7% share of Toys’ financial results (comprised of our share of Toys’ net income, interest income on loans receivable, and management fees) for the years ended December 31, 2008 and December 31, 2007 are for Toys fiscal periods from November 4, 2007 to November 1, 2008 and October 29, 2006 to November 3, 2007, respectively. In the year ended December 31, 2008, our income applicable to Toys was $2,380,000, or $62,032,000 before our share of Toys’ income tax expense, compared to a loss of $14,337,000 or $25,235,000 before our share of Toys’ income tax benefit in the prior year.
 
(Loss) Income from Partially Owned Entities
Summarized below are the components of (loss) income from partially owned entities for the years ended December 31, 2008 and 2007.

(Amounts in thousands)	 	For The Year
Ended December 31,	 	
Equity in Net (Loss) Income:	 	2008	 	2007	 	
Lexington	 	$	(105,630	) (1)	$	2,211	 	
Beverly Connection (2) :	 	 	 	 	 	 	 	
50% share of equity in net loss	 	 	(8,706	) (3)	 	(7,031	)	
Interest and fee income	 	 	14,450	 	 	12,141		
 	 	 	5,744		 	5,110		
India real estate ventures – 4% to 50% share of equity in net loss	 	 	(3,336	)	 	—	 	
GMH Communities L.P. – 13.8% share of equity in net income	 	 	—	(4)	 	6,463	 	
H Street partially owned entities – 50% share of equity in net income	 	 	—	(5)	 	5,923	(5)	
Other	 	 	(92,656	) (6)	 	12,184	 	
 	 	$	(195,878	)	$	31,891	 	
________________________
 
 	(1)	Includes $107,882 of non-cash impairment charges. See “Overview” on page 66 for details.	
 
 	(2)	As of November 13, 2008, our joint venture partner’s failure to contribute its pro rata share of required capital resulted in our ability under the joint venture agreement to assert unilateral control over major business decisions and accordingly, we began to consolidate our investment pursuant to Accounting Research Bulletin 51, Consolidated Financial Statements.	
 
 	(3)	Includes $4,100 for the reversal of a non-cash charge recorded by the joint venture in prior periods which, pursuant to paragraph 19(n) of Accounting Principles Board Opinion 18, The Equity Method of Accounting For Investments In Common Stock , should have been eliminated in the determination of our share of the earnings of the venture. In addition, in accordance with EITF 99-10, during the quarter ended September 30, 2008 our partner’s capital account was reduced to zero and, accordingly, we recognized $1,528 of additional net loss for the portion that related to our partner’s pro rata share of the venture’s net loss.	
 
 	(4)	In June 2008, we sold our interest in GMH Communities L.P.	
 
 	(5)	As of April 30, 2007, our H Street subsidiary, acquired the remaining 50% interest in these entities and began to consolidate this investment into our consolidated financial statements and no longer account for it under the equity method.	
 
 	(6)	Includes non-cash asset write-downs aggregating $96,037,000. See “Overview” on page 66 for details.	

82

 

Results of Operations - Year Ended December 31, 2008 Compared to December 31, 2007 – continued
 
Interest and Other Investment (Loss) Income, net
Interest and other investment (loss) income, net (comprised of market-to-market of derivative positions, interest income on mezzanine loans receivable, other interest and dividend income and impairment charges on marketable securities) was ($2,682,000) for the year ended December 31, 2008, compared to $226,425,000 for the year ended December 31, 2007, a decrease of $229,107,000. This decrease resulted primarily from:
 
(Amounts in thousands)	 	 	 	 	
Derivative positions in marketable equity securities – net loss of $33,740 in 2008
compared to a net gain of $113,503 in 2007	 	$	(147,243	)	
Marketable equity securities - impairment losses	 	 	(76,352	)	
MPH mezzanine loan – income of $10,300 from the reversal of a portion of the 2007
loan loss accrual in 2008, compared to a $57,000 loan loss accrual in 2007	 	 	67,300	 	
Decrease in interest income as a result of lower average yields on investments
(2.3% in the current year compared to 5.0% in the prior year)	 	 	(28,250	)	
Decrease in interest income on mezzanine loans as a result of lower average investments
($480,558 in the current year compared to $611,943 in the prior year)	 	 	(20,522	)	
Decrease in income on investments in our deferred compensation plan	 	 	(15,344	)	
Other, net	 	 	(8,696	)	
 	 	$	(229,107	)	
 
Interest and Debt Expense
Interest and debt expense was $586,358,000 for the year ended December 31, 2008, compared to $569,386,000 in the year ended December 31, 2007, an increase of $16,972,000. This increase was primarily due to an $812 million increase in average outstanding debt from property financings and refinancings, partially offset by a $9,820,000 net gain on early extinguishment of debt.
 
Net Gains on Disposition of Wholly Owned and Partially Owned Assets other than Depreciable Real Estate
Net gains on disposition of wholly owned and partially owned assets other than depreciable real estate was $7,757,000 in the year ended December 31, 2008, compared to $39,493,000 in the year ended December 31, 2007. The year ended December 31, 2008 includes a $3,691,000 pre-tax gain on sale of residential condominiums, a $2,038,000 net gain on disposition of our 13.8% interest in GMH and $2,028,000 for net gains on sale of marketable securities. The $39,493,000 net gain in the year ended December 31, 2007 represents net gains on sale of marketable securities, including $23,090,000 from the sale of McDonald’s common shares.

83

 

Results of Operations - Year Ended December 31, 2008 Compared to December 31, 2007 – continued
 
Minority Interest of Partially Owned Entities
 
Minority interest of partially owned entities was income of $3,263,000 for the year ended December 31, 2008, compared to income of $3,494,000 in the prior year, a change of $231,000. Minority interest of partially owned entities represents the minority partners’ pro rata share of the net income or loss of consolidated partially owned entities, including 1290 Avenue of the Americas, 555 California Street, 220 Central Park South, the Springfield Mall, and the Wasserman ventures.
 
Income Tax Expense
 
In the year ended December 31, 2008, we had an income tax benefit of $204,537,000, compared to an expense of $9,179,000 in the prior year, a decrease of $213,716,000. The decrease results primarily from a $222,174,000 reversal of deferred taxes recorded in connection with the acquisition of H Street. We were required to record these deferred tax liabilities because H Street and its partially owned entities were operated as C Corporations at the time they were acquired. As of January 16, 2008, we had completed all of the actions necessary to enable these entities to elect REIT status effective for the tax year beginning on January 1, 2008. Consequently, in the first quarter of 2008, we reversed the deferred tax liabilities and recognized an income tax benefit of $222,174,000 in our consolidated statement of income.
 
Discontinued Operations
The combined results of discontinued operations for the years ended December 31, 2008 and 2007 include the operating results of Americold, which was sold on March 31, 2008; Tysons Dulles Plaza, which was sold on June 10, 2008; 19.6 acres of land we acquired as part of our acquisition of H Street, of which 11 acres were sold in September 2007; Vineland, New Jersey, which was sold on July 16, 2007; Crystal Mall Two, which was sold on August 9, 2007; Arlington Plaza, which was sold on October 17, 2007.
 
(Amounts in thousands)	 	For the Year Ended December 31,	 	
 	 	2008	 	2007	 	
Total revenues	 	$	222,361	 	$	865,584	 	
Total expenses	 	 	222,042	 	 	866,119	 	
Net income (loss)	 	 	319	 	 	(535	)	
Net gain on sale of Americold	 	 	112,690	 	 	—	 	
Net gain on sale of Tysons Dulles Plaza	 	 	56,831	 	 	—	 	
Net gain on sale of Arlington Plaza	 	 	—	 	 	33,890	 	
Net gain on sale of Crystal Mall Two	 	 	—	 	 	19,893	 	
Net gains on sale of other real estate	 	 	692	 	 	11,198	 	
Income from discontinued operations	 	$	170,532	 	$	64,446	 	

Preferred Unit Distributions
Preferred unit distributions were $79,453,000 for the year ended December 31, 2008, compared to $76,894,000 for the year ended December 31, 2007, an increase of $2,559,000.

84

 

Results of Operations - Year Ended December 31, 2008 Compared to December 31, 2007 – continued
 
EBITDA
Below are the details of the changes in EBITDA by segment.
 
(Amounts in thousands)	 	Total	    	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Toys	    	Other	
Year ended December 31, 2007	 	$	2,145,669	 	$	514,198	 	$	449,702	 	$	327,738	 	$	114,082	 	$	304,966	 	$	434,983	
2008 Operations:
Same store operations (1)	 	 	 	 	 	32,652	 	 	17,287	 	 	14,158	 	 	(268	)	 	 	 	 	 	
Acquisitions, dispositions and
non-same store income and expenses	 	 	 	 	 	39,948	 	 	(8,975	)	 	(9,123	)	 	2,623	 	 	 	 	 	 	
Year ended December 31, 2008	 	$	1,804,759	 	$	586,798	 	$	458,014	 	$	332,773	 	$	116,437	 	$	346,478	 	$	(35,741)	
% increase (decrease) in same
store operations	 	 	 	 	 	6.2	%	 	4.5	%	 	4.8	%	 	(0.2	)%	 	 	 	 	 	

__________________________
 
 	(1)	Represents the increase (decrease) in property-level operations which were owned for the same period in each year and excludes the effect of property acquisitions, dispositions and other non-operating items that affect comparability, including divisional general and administrative expenses. We utilize this measure to make decisions on whether to buy or sell properties as well as to compare the performance of our properties to that of our peers. Same store operations may not be comparable to similarly titled measures employed by other companies.	

85

 

Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006
 
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 pursuant to SFAS No. 141 and 142, and fee income, were $2,410,516,000 for the year ended December 31, 2007, compared to $1,909,100,000 in the prior year, an increase of $501,416,000. Below are the details of the increase by segment:
 
(Amounts in thousands)	 	 	 	 	 	 	 	 	 	 	 	
Property rentals:	 	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Other	 	
Increase (decrease) due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1290 Avenue of the Americas	 	$	60,438	 	$	60,438	 	$	—	 	$	—	 	$	—	 	$	—	 	
555 California Street	 	 	55,764	 	 	—	 	 	—	 	 	—	 	 	—	 	 	55,764	 	
Manhattan Mall	 	 	51,492	 	 	34,716	 	 	—	 	 	16,776	 	 	—	 	 	—	 	
H Street (effect of consolidating from
May 1, 2007, vs. equity method prior)	 	 	40,965	 	 	—	 	 	40,965	 	 	—	 	 	—	 	 	—	 	
350 Park Avenue	 	 	30,382	 	 	30,382	 	 	—	 	 	—	 	 	—	 	 	—	 	
Former Toys “R” Us stores	 	 	15,872	 	 	—	 	 	—	 	 	15,872	 	 	—	 	 	—	 	
Bruckner Plaza	 	 	7,487	 	 	—	 	 	—	 	 	7,487	 	 	—	 	 	—	 	
1540 Broadway	 	 	3,619	 	 	407	 	 	—	 	 	3,212	 	 	—	 	 	—	 	
Other	 	 	27,482	 	 	—	 	 	2,554	 	 	14,184	 	 	10,744	 	 	—	 	
Development/Redevelopment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2101 L Street – out of service	 	 	(3,336	)	 	—	 	 	(3,336	)	 	—	 	 	—	 	 	—	 	
Bergen Town Ctr – portion out of service	 	 	(190	)	 	—	 	 	—	 	 	(190	)	 	—	 	 	—	 	
Springfield Mall – portion out of service	 	 	(301	)	 	—	 	 	—	 	 	(301	)	 	—	 	 	—	 	
Other	 	 	(4,208	)	 	—	 	 	—	 	 	(619	)	 	—	 	 	(3,589	)	
Amortization of acquired below market leases, net	 	 	59,802	 	 	46,885	 	 	437	 	 	10,447	 	 	150	 	 	1,883	 	
Leasing activity (see page 68)	 	 	72,439	 	 	44,915	 	 	16,420	 	 	8,170	 	 	(1,159	)	 	4,093	 	
Hotel Pennsylvania	 	 	14,038	 	 	—	 	 	—	 	 	—	 	 	—	 	 	14,038	 	
Trade shows	 	 	537	 	 	—	 	 	—	 	 	—	 	 	537	 	 	—	 	
Total increase in property rentals	 	 	432,282	 	 	217,743	 	 	57,040	 	 	75,038	 	 	10,272	 	 	72,189	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant expense reimbursements:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions/development	 	 	44,406	 	 	22,745	 	 	3,314	 	 	10,626	 	 	—	 	 	7,721	 	
Operations	 	 	18,366	 	 	707	 	 	7,206	 	 	8,393	 	 	1,760	 	 	300	 	
Total increase in tenant expense reimbursements	 	 	62,772	 	 	23,452	 	 	10,520	 	 	19,019	 	 	1,760	 	 	8,021	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Decrease) increase in:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Lease cancellation fee income	 	 	(21,909	)	 	(21,688	) (1)	 	(2,345	)	 	2,452	 	 	(328	)	 	—	 	
Management and leasing fees	 	 	5,457	 	 	3,817	 	 	4,896	 	 	307	 	 	(32	)	 	(3,531	) (2)	
BMS Cleaning fees	 	 	12,459	 	 	16,520	 	 	—	 	 	—	 	 	—	 	 	(4,061	) (2)	
Other	 	 	10,355	 	 	3,932	 	 	5,052	 	 	669	 	 	2,034	 	 	(1,332	) (2)	
Total increase (decrease) in fee and other income	 	 	6,362	 	 	2,581	 	 	7,603	 	 	3,428	 	 	1,674	 	 	(8,924	)	
Total increase in revenues	 	$	501,416	 	$	243,776	 	$	75,163	 	$	97,485	 	$	13,706	 	$	71,286	 	
																						
____________________________
 
 	(1)	Primarily due to lease termination fee income received from MONY Life Insurance Company in 2006 in connection with the termination of their 289,000 square foot lease at 1740 Broadway.	
 
 	(2)	Results from the elimination of inter-company fees from operating segments upon consolidation. See note 3 on page 88.	

86

 

Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006 – continued
 
Expenses
Our expenses, which consist of operating, depreciation and amortization and general and administrative expenses, were $1,592,207,000 for the year ended December 31, 2007, compared to $1,236,685,000 in the prior year, an increase of $355,522,000. Below are the details of the increase (decrease) by segment:
 
(Amounts in thousands)	 	 	 	 	 	 	 	 	 	 	 	
Operating:	 	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Other	 	
Increase (decrease) due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1290 Avenue of the Americas	 	$	32,059	 	$	32,059	 	$	—	 	$	—	 	$	—	 	$	—	 	
555 California Street	 	 	24,946	 	 	—	 	 	—	 	 	—	 	 	—	 	 	24,946	 	
Manhattan Mall	 	 	23,279	 	 	13,108	 	 	—	 	 	10,171	 	 	—	 	 	—	 	
H Street (effect of consolidating from
May 1, 2007, vs. equity method prior)	 	 	18,119	 	 	—	 	 	18,119	 	 	—	 	 	 	 	 	—	 	
350 Park Avenue	 	 	15,618	 	 	15,618	 	 	—	 	 	—	 	 	—	 	 	—	 	
Former Toys “R” Us stores	 	 	12,241	 	 	—	 	 	—	 	 	12,241	 	 	—	 	 	—	 	
Bruckner Plaza	 	 	3,066	 	 	—	 	 	—	 	 	3,066	 	 	—	 	 	—	 	
1540 Broadway	 	 	2,228	 	 	667	 	 	—	 	 	1,561	 	 	—	 	 	—	 	
Other	 	 	21,980	 	 	—	 	 	1,635	 	 	7,429	 	 	12,916	 	 	—	 	
Development/Redevelopment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2101 L Street – out of service	 	 	(2,177	)	 	—	 	 	(2,177	)	 	—	 	 	—	 	 	—	 	
Bergen Town Ctr – portion out of service	 	 	(917	)	 	—	 	 	—	 	 	(917	)	 	—	 	 	—	 	
Springfield Mall – portion out of service	 	 	(782	)	 	—	 	 	—	 	 	(782	)	 	—	 	 	—	 	
Other	 	 	(1,332	)	 	—	 	 	—	 	 	234	 	 	—	 	 	(1,566	)	
Operations	 	 	60,163	 	 	32,322	(1)	 	14,078	 	 	9,034	 	 	12,990	(2)	 	(8,261	) (3)	
Hotel Pennsylvania	 	 	3,857	 	 	—	 	 	—	 	 	—	 	 	—	 	 	3,857	 	
Trade shows activity	 	 	1,782	 	 	—	 	 	—	 	 	—	 	 	1,782	 	 	—	 	
Total increase in operating expenses	 	 	214,130	 	 	93,774	 	 	31,655	 	 	42,037	 	 	27,688	 	 	18,976	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions/Development	 	 	103,366	 	 	50,483	 	 	8,032	 	 	22,629	 	 	—	 	 	22,222	 	
Operations (due to additions to buildings and
improvements)	 	 	18,777	 	 	1,311	 	 	2,872	 	 	4,851	 	 	4,973	 	 	4,770	 	
Total increase in depreciation and amortization	 	 	122,143	 	 	51,794	 	 	10,904	 	 	27,480	 	 	4,973	 	 	26,992	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
General and administrative:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase (decrease) due to:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisitions/Development and Other	 	 	6,309	 	 	1,208	 	 	(7,757	) (4 )	 	4,512	 	 	—	 	 	8,346	(5)	
Operations	 	 	2,565	 	 	(898	)	 	1,312	 	 	1,281	 	 	1,596	 	 	(726	) ( 6)	
Total increase (decrease) in general and administrative	 	 	8,874	 	 	310	 	 	(6,445	)	 	5,793	 	 	1,596	 	 	7,620	 	
Cost of acquisitions not consummated	 	 	10,375	 	 	—	 	 	—	 	 	—	 	 	—	 	 	10,375	 	
Total increase in expenses	 	$	355,522	 	$	145,878	 	$	36,114	 	$	75,310	 	$	34,257	 	$	63,963	 	
_________________________
See notes on following page.

87

 

Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006 – continued
 
Notes to preceding tabular information:
($ in thousands)
 
(1)	Primarily from a (i) $13,885 increase in operating expenses of Building Maintenance Services, Inc. (“BMS”), a wholly owned subsidiary, which provides cleaning, security and engineering services to New York Office properties (the corresponding increase in BMS revenues is included in “other income”), (ii) $8,992 increase in property level costs and (iii) $7,553 write-off of straight line rent receivable in connection with lease terminations.	
 
(2)	Primarily from (i) a $6,940 increase in property level operating costs, (ii) $2,000 due to a reassessment of 2006 real estate taxes in 2007 and (iii) a $4,050 reversal of a reserve for bad debts in 2006.	
 
(3)	Represents the elimination of inter-company fees from operating segments upon consolidation. See note 2 on page 86.	
 
(4)	H Street litigation costs in 2006.	
 
(5)	Primarily from (i) $4,835 of administrative and organization expenses of the India Property Fund, in which we were a 50.6% partner as of December 31, 2007 (because we consolidated the India Property Fund during 2007, the minority share of these expenses is included in minority interest on our consolidated statement of income), and (ii) $1,880 of general and administrative expenses of 555 California Street from the date of acquisition.	
 
(6)	Primarily from a (i) $5,465 decrease in franchise taxes and donations, (ii) $4,420 decrease in medicare taxes resulting from stock option exercises and the termination of a rabbi trust, partially offset by, (iii) an $8,245 increase in stock-based compensation.	

88

 

Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006 – continued
 
Income Applicable to Alexander’s
Income applicable to Alexander’s (loan interest income, management, leasing, development and commitment fees, and equity in income) was $50,589,000 for the year ended December 31, 2007, compared to a loss of $14,530,000 for the prior year, an increase of $65,119,000. The increase was primarily due to (i) our $14,280,000 share of income in 2007 for the reversal of accrued stock appreciation rights compensation expense as compared to $49,043,000 for our share of expense in the prior year, (ii) an increase of $3,504,000 in our equity in earnings of Alexander’s before stock appreciation rights and net gains on sales of condominiums, (iii) an increase of $3,758,000 in development fees in 2007, partially offset by (iv) our $4,580,000 share of Alexander’s net gain on sale of 731 Lexington Avenue condominiums in the prior year and (v) a $1,305,000 decrease in leasing fee income.
 
Loss Applicable to Toys  
 
Our 32.7% share of Toys’ financial results (comprised of our share of Toys’ net loss, interest income on loans receivable, and management fees) for the years ended December 31, 2007 and December 31, 2006 are for Toys fiscal periods from October 29, 2006 to November 3, 2007 and October 30, 2005 to October 28, 2006, respectively. In the year ended December 31, 2007, our loss applicable to Toys was $14,337,000, or $25,235,000 before our share of Toys’ income tax benefit, as compared to $47,520,000 or $70,147,000 before our share of Toys’ income tax benefit in the prior year. The decrease in our loss applicable to Toys’ before income tax benefit of $44,912,000 results primarily from (i) an increase in Toys’ net sales due to improvements in comparable store sales across all divisions and benefits in foreign currency translation, (ii) a net gain related to a lease termination, (iii) decreased interest expense primarily due to reduced borrowings and reduced amortization of deferred financing costs, partially offset by, (iv) an increase in selling, general and administrative expenses, which as a percentage of net sales were 27.7% and 26.4% for the twelve month periods ended November 3, 2007 and October 28, 2006, respectively, as a result of higher payroll, store occupancy, corporate and advertising expenses.

89

Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006 – continued
Income from Partially Owned Entities
Summarized below are the components of income from partially owned entities for the years ended December 31, 2007 and 2006.
 
Equity in Net Income (Loss):
(Amounts in thousands)	 	For The Year
Ended December 31,	 	
 	 	2007	 	2006	 	
H Street non-consolidated subsidiaries:	 	 	 	 	 	 	 	
50% share of equity in income (1)	 	$	5,923	 	$	11,074	 	
 	 	 	 	 	 	 	 	
Beverly Connection:	 	 	 	 	 	 	 	
50% share of equity in net loss	 	 	(7,031	)	 	(8,567	)	
Interest and fee income	 	 	12,141	 	 	10,837	 	
 	 	 	5,110	 	 	2,270	 	
GMH Communities L.P: (2)	 	 	 	 	 	 	 	
13.8% share in 2007 and 13.5% in 2006 of equity in net income (loss)	 	 	6,463	 	 	(1,013	)	
 	 	 	 	 	 	 	 	
Lexington MLP: (3)	 	 	 	 	 	 	 	
7.5% in 2007 and 15.8% in 2006 share of equity in net income	 	 	2,211	 	 	34,459	 	
 	 	 	 	 	 	 	 	
Other (4)	 	 	12,184	 	 	13,565	 	
 	 	$	31,891	 	$	60,355	 	
 	 	 	 	 	 	 	 	
__________________________
 	(1)	On April 30, 2007, we acquired the corporations that own the remaining 50% interest in these assets and began to consolidate the accounts of these entities into our consolidated financial statements and no longer account for them under the equity method. Prior to the quarter ended June 30, 2006 these corporations were contesting our acquisition of H Street and impeded our access to their financial information. Accordingly, we were unable to record our pro rata share of their earnings. 2006 includes $3,890 for our 50% share of their earnings for the period from July 20, 2005 (date of acquisition) to December 31, 2005.	
 
 	(2)	We recorded our pro rata share of GMH’s net income or loss on a one-quarter lag basis because we filed our consolidated financial statements on Form 10-K and 10-Q prior to the time that GCT filed its financial statements. On July 31, 2006 GCT filed its annual report on Form 10-K for the year ended December 31, 2005, which restated the quarterly financial results of each of the first three quarters of 2005. On September 15, 2006 GCT filed its quarterly reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006. Accordingly, “equity in net income or loss from partially owned entities” for the year ended December 31, 2006 includes a net loss of $1,013, which consists of (i) a $94 net loss representing our share of GMH’s 2005 fourth quarter results, including adjustments to restate its first three quarters of 2005 and (ii) a net loss of $919 for our share of GMH’s earnings through September 30, 2006.	
 
 	(3)	On January 1, 2007, we began recording our pro rata share of Lexington MLP’s net income or loss on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements. Prior to January 1, 2007, we recorded our pro rata share of Newkirk MLP’s (Lexington MLP’s predecessor) quarterly earnings current in our same quarter. Accordingly, our “equity in net income or loss from partially owned entities” for the year ended December 31, 2007 includes our share of Lexington MLP’s net income or loss for the nine month period from January 1, 2007 through September 30, 2007.	
 
 		The decrease in our share of earnings from the prior year is primarily due to (i) 2007 including our share of Lexington MLP’s first, second and third quarter results (lag basis) compared to 2006 including our share of Newkirk MLP’s full year results, (ii) higher depreciation expense and amortization of above market lease intangibles in the current year as a result of Lexington’s purchase price accounting adjustments in connection with the merger of Newkirk MLP on December 31, 2006, (iii) $10,842 for our share of net gains on sale of real estate in 2006 and (iv) a $10,362 net gain recognized in 2006 as a result of the acquisition of Newkirk by Lexington.	
 
 	(4)	Includes our equity in net earnings of partially owned entities, including partially owned office buildings in New York and Washington, DC, the Monmouth Mall, Dune Capital LP, Verde Group LLC, and others.	

90

 

Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006 – continued
 
Interest and Other Investment Income
Interest and other investment income (interest income on mezzanine loans receivable, other interest income and dividend income) was $226,425,000 for the year ended December 31, 2007, compared to $255,391,000 in the year ended December 31, 2006, a decrease of $28,966,000. This decrease resulted primarily from the following:
 
(Amounts in thousands)	 	 	 	 	
Decrease (increase) due to:	 	 	 	 	
Mezzanine loan loss accrual in 2007	 	$	57,000	 	
Higher average cash balances and marketable securities ($1,210,000 in 2007 compared to $526,000 in 2006)	 	 	(51,939	)	
McDonalds derivative – net gain of $108,866 in 2007 compared to $138,815 in 2006	 	 	29,949	 	
Sears Holding derivative – net gain of $18,611 in 2006	 	 	18,611	 	
GMH warrants derivative – net loss of $16,370 in 2006	 	 	(16,370	)	
Higher average mezzanine loans receivable ($612,000 in 2007 compared to $488,500 in 2006)	 	 	(8,747	)	
Other derivatives – net gain of $4,682 in 2007 compared to $12,153 in 2006	 	 	7,471	 	
Other, net	 	 	(7,009	)	
Total decrease in interest and other investment income	 	$	28,966	 	

Interest and Debt Expense
Interest and debt expense was $569,386,000 for the year ended December 31, 2007, compared to $394,571,000 in the year ended December 31, 2006, an increase of $174,815,000. This increase was primarily due to (i) $80,255,000 from approximately $1.713 billion of mortgage financings and refinancings on our existing property portfolio during 2007 and 2006, (ii) $67,780,000 from a $1.754 billion of mortgage debt resulting from property acquisitions, (iii) $70,432,000 from senior unsecured financings, including $1.0 billion issued in November 2006 and $1.4 billion issued in March 2007, partially offset by, (iv) an increase of $28,240,000 in the amount of capitalized interest relating to a larger amount of assets under development in 2007, (v) $19,344,000 less interest in 2007 from the redemption of $500,000,000 of senior unsecured notes in May 2007, and (vi) $3,582,000 of expense in 2006 from early extinguishments of debt.
 
Net Gains on Disposition of Wholly Owned and Partially Owned Assets other than Depreciable Real Estate
Net gains on disposition of wholly owned and partially owned assets other than depreciable real estate was $39,493,000 and $76,073,000 for the years ended December 31, 2007 and 2006, respectively, and consists primarily of net gains from sales of marketable equity securities, including $23,090,000 from the sale of McDonalds common shares in 2007 and $55,438,000 from the sale of Sears Canada common shares in 2006.
 
Minority Interest of Partially Owned Entities
 
Minority interest of partially owned entities was income of $3,494,000 for the year ended December 31, 2007, compared to income of $1,363,000 in the prior year, a change of $2,131,000. Minority interest of partially owned entities represents the minority partners’ pro rata share of the net income or loss of consolidated partially owned entities, including 1290 Avenue of the Americas, 555 California Street, India Property Fund, 220 Central Park South, Wasserman and the Springfield Mall.

91

 

Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006 – continued
 
Income Tax Expense
 
Income tax expense was $9,179,000 for the year ended December 31, 2007, compared to $491,000 for the prior year, an increase of $8,688,000. This increase results primarily from (i) the consolidation of two H Street corporations beginning on April 30, 2007, the date we acquired the remaining 50% of these corporations we did not previously own (we previously accounted for our 50% investment on the equity method) and (ii) $4,622,000 of Federal withholding tax on dividends paid to foreign corporations in connection with 1290 Avenue of the Americas and 555 California Street, which we acquired in May 2007.
 
Discontinued Operations
The combined results of discontinued operations for the years ended December 31, 2007 and 2006 include the operating results of Americold; Tysons Dulles Plaza; 19.6 acres of land we acquired as part of our acquisition of H Street, of which 11 acres were sold in September 2007; Vineland, New Jersey, which was sold on July 16, 2007; Crystal Mall Two, which was sold on August 9, 2007; Arlington Plaza, which was sold on October 17, 2007; 33 North Dearborn Street in Chicago, Illinois, which was sold on March 14, 2006; 424 Sixth Avenue in New York City, which was sold on March 13, 2006 and 1919 South Eads Street in Arlington, Virginia, which was sold on June 22, 2006.
 
(Amounts in thousands)	 	December 31,	 	
 	 	2007	 	2006	 	
Total revenues	 	$	865,584	 	$	813,665	 	
Total expenses	 	 	866,119	 	 	815,231	 	
Net loss	 	 	(535	)	 	(1,566	)	
Net gain on sale of Arlington Plaza	 	 	33,890	 	 	—	 	
Net gain on sale of Crystal Mall Two	 	 	19,893	 	 	—	 	
Net gain on sale of 1919 South Eads Street	 	 	—	 	 	17,609	 	
Net gains on sale of other real estate	 	 	11,198	 	 	16,160	 	
Income from discontinued operations	 	$	64,446	 	$	32,203	 	

Preferred Unit Distributions
Preferred unit distributions were $76,894,000 for the year ended December 31, 2007, compared to $81,941,000 for the prior year, a decrease of $5,047,000. This decrease resulted primarily from preferred unit redemptions in 2006 and the write-off of related issuance costs.

92

 

 
Results of Operations - Year Ended December 31, 2007 Compared to December 31, 2006 – continued
 
EBITDA
Below are the details of the changes in EBITDA by segment.

(Amounts in thousands)	 	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Toys	 	Other	
Year ended December 31, 2006	 	$	1,863,851	 	$	376,717	 	$	376,368	 	$	278,860	 	$	135,252	 	$	263,287	 	$	433,367	
2007 Operations:
Same store operations (1)	 	 	 	 	 	35,279	 	 	14,092	 	 	8,583	 	 	(3,956	)	 	 	 	 	 	
Acquisitions, dispositions and
non-same store income and expenses	 	 	 	 	 	102,202	 	 	59,242	 	 	40,295	 	 	(17,214	)	 	 	 	 	 	
Year ended December 31, 2007	 	$	2,145,669	 	$	514,198	 	$	449,702	 	$	327,738	 	$	114,082	 	$	304,966	 	$	434,983	
% increase (decrease) in same store
operations	 	 	 	 	 	9.6	%	 	4.2	%	 	3.4	%	 	(2.5	)%	 	 	 	 	 	
 
__________________________
 
(1) Represents the increase (decrease) in property-level operations which were owned for the same period in each year and excludes the effect of property acquisitions, dispositions and other non-operating items that affect comparability, including divisional general and administrative expenses. We utilize this measure to make decisions on whether to buy or sell properties as well as to compare the performance of our properties to that of our peers. Same store operations may not be comparable to similarly titled measures employed by other companies.

93

 

Supplemental Information
Net Income and EBITDA by Segment for the Three Months Ended December 31, 2008 and December 31, 2007
 
(Amounts in thousands)	 	For the Three Months Ended December 31, 2008	 	
 	 	Total	 	New York
Office	 	Washington, DC
Office (2)	 	Retail	 	Merchandise
Mart (2)	 	Toys	 	Other (3)	 	
Property rentals	 	$	520,150	 	$	183,191	 	$	131,510	 	$	89,484	 	$	65,794	 	$	—	 	$	50,171	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	12,435	 	 	7,163	 	 	(97	)	 	3,755	 	 	1,423	 	 	—	 	 	191	 	
Amortization of free rent	 	 	15,441	 	 	6,637	 	 	5,019	 	 	3,837	 	 	41	 	 	—	 	 	(93	)	
Amortization of acquired below-
market leases, net	 	 	22,521	 	 	14,807	 	 	1,118	 	 	6,749	 	 	77	 	 	
—	 	 	(230	)	
Total rentals	 	 	570,547	 	 	211,798	 	 	137,550	 	 	103,825	 	 	67,335	 	 	—	 	 	50,039	 	
Tenant expense reimbursements	 	 	88,467	 	 	32,558	 	 	16,874	 	 	30,245	 	 	3,852	 	 	—	 	 	4,938	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	14,985	 	 	18,418	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(3,433	)	
Management and leasing fees	 	 	3,071	 	 	1,376	 	 	1,957	 	 	699	 	 	43	 	 	—	 	 	(1,004	)	
Lease termination fees	 	 	4,165	 	 	1,038	 	 	1,598	 	 	1,254	 	 	275	 	 	—	 	 	—	 	
Other	 	 	15,024	 	 	3,823	 	 	7,558	 	 	587	 	 	1,310	 	 	—	 	 	1,746	 	
Total revenues	 	 	696,259	 	 	269,011	 	 	165,537	 	 	136,610	 	 	72,815	 	 	—	 	 	52,286	 	
Operating expenses	 	 	276,207	 	 	105,167	 	 	58,919	 	 	56,749	 	 	35,224	 	 	—	 	 	20,148	 	
Depreciation and amortization	 	 	139,164	 	 	47,376	 	 	32,356	 	 	28,757	 	 	13,509	 	 	—	 	 	17,166	 	
General and administrative	 	 	44,862	 	 	5,311	 	 	7,724	 	 	6,761	 	 	7,333	 	 	—	 	 	17,733	 	
Impairment losses on development projects
and costs of acquisitions not
consummated	 	 	73,438	 	 	—	 	 	—	 	 	595	 	 	—	 	 	
—	 	 	72,843	 	
Total expenses	 	 	533,671	 	 	157,854	 	 	98,999	 	 	92,862	 	 	56,066	 	 	—	 	 	127,890	 	
Operating income (loss)	 	 	162,588	 	 	111,157	 	 	66,538	 	 	43,748	 	 	16,749	 	 	—	 	 	(75,604	)	
Income applicable to Alexander’s	 	 	20,267	 	 	195	 	 	—	 	 	121	 	 	—	 	 	—	 	 	19,951	 	
Loss applicable to Toys “R” Us	 	 	(39,130	)	 	—	 	 	—	 	 	—	 	 	—	 	 	(39,130	)	 	—	 	
(Loss) income from partially owned
entities	 	 	(166,711	)	 	1,476	 	 	1,625	 	 	(168	)	 	128	 	 	
—	 	 	(169,772	)	
Interest and other investment (loss)
income, net	 	 	(50,217	)	 	323	 	 	379	 	 	72	 	 	135	 	 	
—	 	 	(51,126	)	
Interest and debt expense	 	 	(139,824	)	 	(35,114	)	 	(32,423	)	 	(22,806	)	 	(12,958	)	 	—	 	 	(36,523	)	
Net loss on disposition of wholly
owned and partially owned assets
other than depreciable real estate	 	 	(789	)	 	—	 	 	—	 	 	—	 	 	—	 	 	

—	 	 	(789	)	
Minority interest of partially owned
entities	 	 	554	 	 	(1,396	)	 	—	 	 	53	 	 	(125	)	 	
—	 	 	2,022	 	
(Loss) income before income taxes	 	 	(213,262	)	 	76,641	 	 	36,119	 	 	21,020	 	 	3,929	 	 	(39,130	)	 	(311,841	)	
Income tax (expense) benefit	 	 	(2,633	)	 	—	 	 	57	 	 	(75	)	 	(1	)	 	—	 	 	(2,614	)	
(Loss) income from
continuing operations	 	 	(215,895	)	 	76,641	 	 	36,176	 	 	20,945	 	 	3,928	 	 	(39,130	)	 	(314,455	)	
(Loss) income from discontinued
operations	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
Net (loss) income	 	 	(215,895	)	 	76,641	 	 	36,176	 	 	20,945	 	 	3,928	 	 	(39,130	)	 	(314,455	)	
Interest and debt expense (1)	 	 	189,355	 	 	33,596	 	 	33,352	 	 	26,108	 	 	13,249	 	 	38,842	 	 	44,208	 	
Depreciation and amortization (1)	 	 	179,274	 	 	44,961	 	 	33,655	 	 	30,782	 	 	13,646	 	 	33,343	 	 	22,887	 	
Income tax (benefit) expense (1)	 	 	(20,571	)	 	—	 	 	(54	)	 	75	 	 	55	 	 	(23,126	)	 	2,479	 	
EBITDA	 	$	132,163	 	$	155,198	 	$	103,129	 	$	77,910	 	$	30,878	 	$	9,929	 	$	(244,881	)	
 
EBITDA above includes certain items that affect comparability, which are described in the “Overview.”
___________________
See notes on page 96.

94

 

Supplemental Information – continued
Net Income and EBITDA by Segment for the Three Months Ended December 31, 2008 and December 31, 2007 – continued
 
(Amounts in thousands)	 	For the Three Months Ended December 31, 2007	 	
 	 	Total	 	New York
Office	 	Washington, DC
Office (2)	 	Retail	 	Merchandise
Mart (2)	 	Toys	 	Other (3)	 	
Property rentals	 	$	500,836	 	$	177,061	 	$	119,112	 	$	87,936	 	$	64,768	 	$	—	 	$	51,959	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	13,860	 	 	2,278	 	 	5,782	 	 	3,463	 	 	1,876	 	 	—	 	 	461	 	
Amortization of free rent	 	 	5,358	 	 	1,188	 	 	2,176	 	 	583	 	 	792	 	 	—	 	 	619	 	
Amortization of acquired below-
market leases, net	 	 	24,450	 	 	14,966	 	 	1,405	 	 	6,841	 	 	63	 	 	—	 	 	1,175	 	
Total rentals	 	 	544,504	 	 	195,493	 	 	128,475	 	 	98,823	 	 	67,499	 	 	—	 	 	54,214	 	
Tenant expense reimbursements	 	 	84,561	 	 	31,889	 	 	12,479	 	 	32,834	 	 	3,231	 	 	—	 	 	4,128	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	12,840	 	 	18,017	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(5,177	)	
Management and leasing fees	 	 	2,819	 	 	1,605	 	 	1,828	 	 	536	 	 	(4	)	 	—	 	 	(1,146	)	
Lease termination fees	 	 	1,158	 	 	276	 	 	243	 	 	365	 	 	274	 	 	—	 	 	—	 	
Other	 	 	11,284	 	 	4,158	 	 	4,731	 	 	1,087	 	 	1,794	 	 	—	 	 	(486	)	
Total revenues	 	 	657,166	 	 	251,438	 	 	147,756	 	 	133,645	 	 	72,794	 	 	—	 	 	51,533	 	
Operating expenses	 	 	253,621	 	 	107,202	 	 	49,727	 	 	46,696	 	 	34,164	 	 	—	 	 	15,832	 	
Depreciation and amortization	 	 	123,294	 	 	42,373	 	 	33,695	 	 	19,260	 	 	13,148	 	 	—	 	 	14,818	 	
General and administrative	 	 	50,950	 	 	2,474	 	 	6,921	 	 	7,406	 	 	6,362	 	 	—	 	 	27,787	 	
Costs of acquisitions not consummated	 	 	1,568	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	1,568	 	
Total expenses	 	 	429,433	 	 	152,049	 	 	90,343	 	 	73,362	 	 	53,674	 	 	—	 	 	60,005	 	
Operating income (loss)	 	 	227,733	 	 	99,389	 	 	57,413	 	 	60,283	 	 	19,120	 	 	—	 	 	(8,472	)	
Income applicable to Alexander’s	 	 	15,475	 	 	190	 	 	—	 	 	252	 	 	—	 	 	—	 	 	15,033	 	
Loss applicable to Toys “R” Us	 	 	(32,680	)	 	—	 	 	—	 	 	—	 	 	—	 	 	(32,680	)	 	—	 	
Income (loss) from partially owned entities	 	 	1,440	 	 	1,111	 	 	550	 	 	1,681	 	 	316	 	 	—	 	 	(2,218	)	
Interest and other investment (loss)
income, net	 	 	(3,349	)	 	1,078	 	 	1,373	 	 	147	 	 	98	 	 	—	 	 	(6,045	)	
Interest and debt expense	 	 	(148,673	)	 	(36,037	)	 	(29,832	)	 	(19,028	)	 	(13,168	)	 	—	 	 	(50,608	)	
Net gains on disposition of wholly
owned and partially owned assets
other than depreciable real estate	 	 	21,794	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	21,794	 	
Minority interest of partially owned
entities	 	 	2,080	 	 	(1,401	)	 	—	 	 	(16	)	 	—	 	 	—	 	 	3,497	 	
Income (loss) before income taxes	 	 	83,820	 	 	64,330	 	 	29,504	 	 	43,319	 	 	6,366	 	 	(32,680	)	 	(27,019	)	
Income tax (expense) benefit	 	 	(3,776	)	 	—	 	 	1,083	 	 	—	 	 	(304	)	 	—	 	 	(4,555	)	
Income (loss) from
continuing operations	 	 	80,044	 	 	64,330	 	 	30,587	 	 	43,319	 	 	6,062	 	 	(32,680	)	 	(31,574	)	
Income (loss) from discontinued
operations	 	 	36,544	 	 	—	 	 	34,641	 	 	3,397	 	 	—	 	 	—	 	 	(1,494	)	
Net income (loss)	 	 	116,588	 	 	64,330	 	 	65,228	 	 	46,716	 	 	6,062	 	 	(32,680	)	 	(33,068	)	
Interest and debt expense (1)	 	 	213,482	 	 	34,596	 	 	31,011	 	 	22,315	 	 	13,382	 	 	45,908	 	 	66,270	 	
Depreciation and amortization (1)	 	 	176,413	 	 	40,455	 	 	36,518	 	 	20,187	 	 	13,324	 	 	32,606	 	 	33,323	 	
Income tax (benefit) expense (1)	 	 	(30,185	)	 	(2,052	)	 	(1,078	)	 	—	 	 	304	 	 	(31,148	)	 	3,789	 	
EBITDA	 	$	476,298	 	$	137,329	 	$	131,679	 	$	89,218	 	$	33,072	 	$	14,686	 	$	70,314	 	
 
EBITDA above includes certain items that affect comparability, which are described in the “Overview.”
__________________________
See notes on following page.

95

 

Supplemental Information – continued
 
Net Income and EBITDA by Segment for the Three Months Ended December 31, 2008 and December 31, 2007 – continued
 
Notes to preceding tabular information:

 	(1)	Interest and debt expense, depreciation and amortization and income tax (benefit) expense in the reconciliation of net income to EBITDA include our share of these items from partially owned entities.	
 
 	(2)	As of January 1, 2008, we transferred the operations and financial results related to 409 3 rd Street, NW (Washington Office Center) from Merchandise Mart segment to the Washington, DC Office segment for both the current and prior periods presented.	
 
 	(3)	Other EBITDA is comprised of:	
 
 	 	For the Three Months
Ended December 31,	 	
(Amounts in thousands)	 	2008	 	2007	 	
Alexander’s	 	$	27,503	 	$	21,864	 	
555 California Street (70% interest acquired in May 2007)	 	 	12,762	 	 	15,560	 	
Hotel Pennsylvania	 	 	12,497	 	 	13,187	 	
Lexington	 	 	5,879	 	 	9,533	 	
GMH (sold in June 2008)	 	 	—	 	 	4,732	 	
Industrial warehouses	 	 	1,239	 	 	1,286	 	
Other investments	 	 	110	 	 	(1,849	)	
 	 	 	59,990	 	 	64,313	 	
Non-cash assets write-downs:	 	 	 	 	 	 	 	
Investment in Lexington	 	 	(100,707	)	 	—	 	
Marketable equity securities	 	 	(55,471	)	 	—	 	
Real estate development projects:	 	 	 	 	 	 	 	
Partially owned entities	 	 	(61,837	)	 	—	 	
Wholly owned entities	 	 	(72,843	)	 	(1,568	)	
MPH mezzanine loan loss accrual	 	 	—	 	 	(57,000	)	
Derivative positions in marketable equity securities	 	 	(7,928	)	 	36,533	 	
Corporate general and administrative expenses	 	 	(15,662	)	 	(22,917	)	
Investment income and other, net	 	 	9,577	 	 	33,103	 	
Discontinued operations of Americold (sold in March 2008)	 	 	—	 	 	17,850	 	
 	 	$	(244,881	)	$	70,314	 	

96

 

Supplemental Information – continued
Below are the details of the changes by segment in EBITDA for the three months ended December 31, 2008 compared to the three months ended December 31, 2007.
 
(Amounts in thousands)	 	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Toys	 	 	Other	 	 	
For the three months ended
December 31, 2007	 	$	476,298	 	$	137,329	 	$	131,679	 	$	89,218	 	$	33,072	 	$	        14,686	 	$	         70,314	 	
2008 Operations:
Same store operations (1)	 	 	 	 	 	8,998	 	 	5,926	 	 	3,227	 	 	(1,934	)	 	 	 	 	 	 	
Acquisitions, dispositions
and non-same store
income and expenses	 	 	 	 	 	8,871	 	 	(34,476	)	 	(14,535	)	 	(260	)	 	 	 	 	 	 	
For the three months ended
December 31, 2008	 	$	132,163	 	$	155,198	 	$	103,129	 	$	77,910	 	$	30,878	 	$	9,929	 	$	(244,881	)	
% increase (decrease) in same
store operations	 	 	 	 	 	6.1	%	 	5.8	%	 	4.0	%	 	(5.1	)%	 	 	 	 	 	 	
																											
____________________________
(1) Represents the increase (decrease) in property-level operations which were owned for the same period in each year and excludes the effect of property acquisitions, dispositions and other non-operating items that affect comparability, including divisional general and administrative expenses. We utilize this measure to make decisions on whether to buy or sell properties as well as to compare the performance of our properties to that of our peers. Same store operations may not be comparable to similarly titled measures employed by other companies.

Our revenues and expenses are subject to seasonality during the year which impacts quarter-by-quarter net earnings and cash flows. The business of Toys is highly seasonal. Historically, Toys’ fourth quarter net income, which we recorded on a one-quarter lag basis in our first quarter, accounts for more than 80% of its fiscal year net income. The Office and Merchandise Mart segments have historically experienced higher utility costs in the first and third quarters of the year. The Merchandise Mart segment also has experienced higher earnings in the second and fourth quarters of the year due to major trade shows occurring in those quarters. The Retail segment revenue in the fourth quarter is typically higher due to the recognition of percentage rental income.
 
Below are the details of the changes in EBITDA by segment for the three months ended December 31, 2008 compared to the three months ended September 30, 2008.
(Amounts in thousands)	 	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	 
Merchandise
Mart	 	 	 
Toys	 	 	Other	 	 	
For the three months ended
September 30, 2008	 	$	420,970	 	$	142,905	 	$	97,340	 	$	85,133	 	$	24,388	 	$	       49,639	 	$	      21,565	 	
2008 Operations:
Same store operations	 	 	 	 	 	8,726	 	 	6,395	 	 	498	 	 	5,021	 	 	 	 	 	 	 	
Acquisitions, dispositions
and non-same store
income and expenses	 	 	 	 	 	3,567	 	 	(606	)	 	(7,721	)	 	1,469	 	 	 	 	 	 	 	
For the three months ended
December 31, 2008	 	$	132,163	 	$	155,198	 	$	103,129	 	$	77,910	 	$	30,878	 	$	9,929	 	$	(244,881	)	
% increase in same
store operations	 	 	 	 	 	5.8	%	 	6.2	%	 	0.6	%	 	15.8	%	 	 	 	 	 	 	

 
Below is a reconciliation of net income to EBITDA for the three months ended September 30, 2008.
(Amounts in thousands)	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Toys	 	Other	 	
Net income (loss) for the three months
ended September 30, 2008	$	53,620	 	$	63,813	 	$	27,173	 	$	34,907	 	$	(2,671	)	$	(8,141	)	$	(61,461	)	
Interest and debt expense	 	192,839	 	 	32,979	 	 	32,244	 	 	26,733	 	 	13,360	 	 	33,569	 	 	53,954	 	
Depreciation and amortization	 	179,574	 	 	46,113	 	 	37,222	 	 	23,488	 	 	12,885	 	 	35,155	 	 	24,711	 	
Income tax (benefit) expense	 	(5,063	)	 	—	 	 	701	 	 	5	 	 	814	 	 	(10,944	)	 	4,361	 	
EBITDA for the three months
ended September 30, 2008	$	420,970	 	$	142,905	 	$	97,340	 	$	85,133	 	$	24,388	 	$	49,639	 	$	21,565	 	

97

 

Related Party Transactions
Loans and Compensation Agreements
 
On March 26, 2007, Joseph Macnow, Vornado’s Executive Vice President – Finance and Administration and Chief Financial Officer, repaid to the Company his $2,000,000 outstanding loan which was scheduled to mature June 2007.
 
Effective as of April 19, 2007, Vornado entered into a new employment agreement with Mitchell Schear, the President of our Washington, DC Office segment. This agreement, which replaced his prior agreement, was approved by the Compensation Committee of Vornado’s Board of Trustees and provides for a term of five years and is automatically renewable for one-year terms thereafter. The agreement also provides for a minimum salary of $1,000,000 per year and bonuses and other customary benefits. Pursuant to the terms of the agreement, on April 19, 2007, the Compensation Committee granted options to Mr. Schear to acquire 200,000 of Vornado common shares at an exercise price of $119.94 per share. These options vest ratably over three years beginning in 2010 and accelerate on a change of control or if we terminate his employment without cause or by him for breach by us. The agreement also provides that if we terminate Mr. Schear’s employment without cause or by him for breach by us, he will receive a lump-sum payment equal to one year’s salary and bonus, up to a maximum of $2,000,000.

Transactions with Affiliates and Officers and Trustees
 
Alexander’s
 
We own 32.5% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board and Chief Executive Officer, and Michael D. Fascitelli, Vornado’s President, are officers and directors of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 6 - Investments in Partially Owned Entities to our consolidated financial statements in this Annual Report on Form 10-K.
 
On September 9, 2008, Alexander’s Board of Directors declared a special dividend of $7.00 per share, payable on October 30, 2008, to shareholders of record on October 14, 2008. The dividend was attributable to the liquidation of the wholly owned 731 Lexington Avenue taxable REIT subsidiary into Alexander’s. Accordingly, on October 30, we received $11,578,000, which was accounted for as a reduction of our investment in Alexander’s.
 
On September 15, 2008 and October 14, 2008, Mr. Roth, the Chairman of Vornado’s Board of Directors and Chief Executive Officer, who holds the same positions in Alexander’s, exercised an aggregate of 200,000 of his SARs, which were scheduled to expire on March 4, 2009, and received gross proceeds of $62,809,000.
 
On March 13, 2007, Mr. Fascitelli, Vornado’s President, who also holds the same position in Alexander’s, exercised 350,000 of his SARs, which were scheduled to expire on March 14, 2007, and he received gross proceeds of $50,465,000.
 
Interstate Properties (“Interstate”)
 
Interstate is a general partnership in which Steven Roth, the Chairman of Vornado’s Board and Chief Executive Officer, is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, are Interstate’s two other partners. As of December 31, 2008, Interstate and its partners beneficially owned approximately 8.8% of the common shares of beneficial interest of Vornado and 27.0% of Alexander’s common stock.
 
We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on sixty days’ notice at the end of the term. We believe based upon comparable fees charged by other real estate companies that the management agreement terms are fair to us. We earned $803,000, $800,000 and $798,000 of management fees under the agreement for the years ended December 31, 2008, 2007 and 2006.

98

 

Liquidity and Capital Resources
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, debt amortization and recurring capital expenditures. Capital requirements for significant acquisitions and development expenditures may require funding from borrowings and/or equity offerings.
 
Acquisitions and Investments
 
There were no material real estate acquisitions or investments in partially owned entities and mezzanine loans during 2008. During 2007, we completed approximately $4,045,400,000 of real estate acquisitions and $217,081,000 mezzanine loans. These acquisitions and investments were consummated through our subsidiaries and were financed with available cash, mortgage indebtedness, and/or the issuance of equity. The related assets, liabilities and results of operations are included in our consolidated financial statements from their respective dates of acquisition. Excluding our acquisition of a 70% interest in 1290 Avenue of the Americas and 555 California Street in May 2007, none of the acquisitions, individually or in the aggregate, were material to our historical consolidated financial statements. Details of our 2007 acquisitions and investments are summarized below.
 
100 West 33 rd Street, New York City (the “Manhattan Mall”)
 
On January 10, 2007, we acquired the Manhattan Mall for approximately $689,000,000 in cash. This mixed-use property is located on the entire Sixth Avenue block-front between 32 nd and 33 rd Streets in Manhattan and contains approximately 1,000,000 square feet, including 845,000 square feet of office space and 164,000 square feet of retail space. Included as part of the acquisition were 250,000 square feet of additional air rights. The property is adjacent to our Hotel Pennsylvania.
 
Bruckner Plaza, Bronx, New York
 
On January 11, 2007, we acquired the Bruckner Plaza shopping center, containing 386,000 square feet, for approximately $165,000,000 in cash. Also included as part of the acquisition was an adjacent parcel which is ground leased to a third party. The property is located on Bruckner Boulevard in the Bronx, New York.
 
Filene’s, Boston, Massachusetts
 
On January 26, 2007, a joint venture in which we have a 50% interest, acquired the Filene’s property located in the Downtown Crossing district of Boston, Massachusetts for approximately $100,000,000 in cash, of which our share was $50,000,000.
 
H Street Building Corporation (“H Street”)
 
In July 2005, we acquired H Street, which owns a 50% interest in real estate assets located in Pentagon City, Virginia and Washington, DC. On April 30, 2007, we acquired the corporations that own the remaining 50% interest in these assets for approximately $383,000,000, consisting of $322,000,000 in cash and $61,000,000 of existing mortgages. These assets include twin office buildings located in Washington, DC, containing 577,000 square feet, and assets located in Pentagon City, Virginia, comprised of 34 acres of land leased to three residential and retail operators, a 1,680 unit high-rise apartment complex and 10 acres of vacant land.
 
Further, we agreed to sell approximately 19.6 of the 34 acres of land to one of the existing ground lessees in two closings over a two-year period for approximately $220,000,000. On May 11, 2007, we closed on the sale of 11 of the 19.6 acres for $104,000,000 and received $5,000,000 in cash and a $99,000,000 short-term note. On September 28, 2007, the buyer pre-paid the note in cash and we recognized a net gain of $4,803,000.
 
Our total purchase price for 100% of the assets we will own, after the anticipated proceeds from the land sales, is $409,000,000, consisting of $286,000,000 in cash and $123,000,000 of existing mortgages.

99

Liquidity and Capital Resources – continued
 
1290 Avenue of the Americas and 555 California Street
 
On May 24, 2007, we acquired a 70% controlling interest in 1290 Avenue of the Americas, a 2,000,000 square foot Manhattan office building located on the block-front between 51 st and 52 nd Street on Avenue of the Americas, and the three- building 555 California Street complex (“555 California Street”) containing 1,800,000 square feet, known as the Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district. The purchase price for our 70% interest in the real estate was approximately $1.8 billion, consisting of $1.0 billion of cash and $797,000,000 of existing debt. Our share of the debt was comprised of $308,000,000 secured by 1290 Avenue of the Americas and $489,000,000 secured by 555 California Street. Our 70% interest was acquired through the purchase of all of the shares of a group of foreign companies that own, through U.S. entities, the 1% sole general partnership interest and a 69% limited partnership interest in the partnerships that own the two properties. The remaining 30% limited partnership interest is owned by Donald J. Trump.
 
Shopping Center Portfolio Acquisition
 
On June 26, 2007, we entered into an agreement to acquire a portfolio of 15 shopping centers aggregating approximately 1.9 million square feet for an aggregate purchase price of $351,000,000. The properties are located primarily in Northern New Jersey and Long Island, New York. We have completed the acquisition of nine of these properties for an aggregate purchase price of $250,478,000, consisting of $109,279,000 in cash, $49,599,000 in preferred units, $12,460,000 of Class A units and $79,140,000 of existing mortgage debt. We determined not to complete the acquisition of the remaining six properties and expensed $2,700,000 for costs of acquisitions not consummated on our consolidated statement of income for the year ended December 31, 2007.
 
BNA Complex
 
On August 9, 2007, we acquired a three building complex from The Bureau of National Affairs, Inc. (“BNA”) for $111,000,000 in cash. The complex contains approximately 300,000 square feet and is located in Washington’s West End between Georgetown and the Central Business District. We plan to convert two of these buildings to rental apartments. Simultaneously with the acquisition, we sold Crystal Mall Two, a 277,000 square foot office building located at 1801 South Bell Street in Crystal City, to BNA for $103,600,000 in cash, which resulted in a net gain of $19,893,000.

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Liquidity and Capital Resources – continued
 
Certain Future Cash Requirements
 
Development and Redevelopment Expenditures
 
We are currently engaged in various development and redevelopment projects for which we have budgeted approximately $1.2 billion, of which $804.9 million has been expended as of December 31, 2008 and substantially all of the remainder is anticipated to be expended in 2009. Details of our development and redevelopment activities are summarized in Item 1. Business, in this Annual Report on Form 10-K.
 
Other Capital Expenditures
 
The following table summarizes other anticipated 2009 capital expenditures.
 
(Amounts in millions except square foot data)	Total	       	New York
Office	      	 	Washington, DC
Office	     	 
Retail	     	Merchandise
Mart	 	Other (1)	 	
Expenditures to maintain assets	$	78.0	 	$	31.0	 	$	31.0	 	$	2.0	 	$	5.0	 	$	9.0	 	
Tenant improvements	 	72.0	 	 	24.0	 	 	24.0	 	 	7.0	 	 	16.0	 	 	1.0	 	
Leasing commissions	 	39.0	 	 	12.0	 	 	9.0	 	 	11.0	 	 	7.0	 	 	—	 	
Total Tenant Improvements and Leasing
Commissions	 	111.0	 	 	36.0	 	 	33.0	 	 	18.0	 	 	23.0	 	 	1.0	 	
Per square foot	 	 	 	$	49.00	 	$	15.00	 	$	29.00	 	$	15.00	(2)	$	42.00	 	
Per square foot per annum	 	 	 	$	5.00	 	$	3.00	 	$	4.00	 	$	2.00	(2)	$	6.00	 	
Total Capital Expenditures and Leasing
Commissions	$	189.0	 	$	67.0	 	$	64.0	 	$	20.0	 	$	28.0	 	$	10.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Square feet budgeted to be leased
(in thousands)	 	 	 	 	740	 	 	2,200	 	 	630	 	 	1,500	 	 	 	 	
Weighted average lease term	 	 	 	 	9.6	 	 	4.3	 	 	7.7	 	 	7.7	 	 	 	 	
																									
____________________________

(1)	Hotel Pennsylvania, Warehouses, 555 California Street and Wasserman.	
(2)	Tenant improvements and leasing commissions per square foot budgeted for 2009 leasing activity are $38.74 ($2.58 per annum) and $6.72 ($1.34 per annum) for Merchandise Mart office and showroom space, respectively.	
 
The table above excludes anticipated capital expenditures of non-consolidated entities, including Alexander’s and Toys, as these entities will fund their own capital expenditures without additional equity contributions from us.
 
Distributions
 
On January 14, 2009, Vornado declared a regular quarterly dividend of $0.95 per common share, payable on March 12, 2009, in a combination of cash, not to exceed 40% in the aggregate, and Vornado common shares. On February 20, 2009, Vornado mailed a letter to our unitholders notifying them that Class A Unitholders of record as of the close of business on February 5, 2009 will receive a distribution of $.95 per Class A Unit. This distribution will be comprised of cash and Class A Units in the same proportion as the cash and Common Shares distributed to common shareholders of Vornado in the aggregate. Vornado believes that this will result in a distribution being paid 40% in cash and 60% in additional Class A Units. This policy, continued for all of 2009, will require us to make distributions of approximately $260,000,000 to our unitholders, of which approximately $234,000,000 will be distributed to Vornado, as the majority owner of such units. Vornado has retained the right to pay its March 12, 2009 dividend to its shareholders in all cash. If Vornado determines to pay this dividend in all cash then it will cause us to make an all cash distribution on March 12, 2009 to our unitholders. In addition, we expect to pay cash distributions on outstanding preferred units during 2009 aggregating approximately 77,000,000.

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Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations
 
Below is a schedule of our contractual obligations and commitments at December 31, 2008.
 
(Amounts in thousands)
Contractual Cash Obligations (principal and interest (1) ):	 	Total	 	Less than
1 Year	 	1 – 3 Years	 	3 – 5 Years	 	Thereafter	 	
Mortgages and Notes Payable	 	$	11,035,540	 	$	823,834	 	$	3,943,042	 	$	2,432,379	 	$	3,836,285	 	
Due to Vornado - Senior Debentures due 2027	 	 	1,520,624	 	 	39,407	 	 	1,481,217	 	 	—	 	 	—	 	
Due to Vornado - Senior Debentures due 2026	 	 	1,097,441	 	 	35,880	 	 	1,061,561	 	 	—	 	 	—	 	
Exchangeable Senior Debentures due 2025	 	 	567,811	 	 	19,375	 	 	548,436	 	 	—	 	 	—	 	
Revolving Credit Facilities	 	 	333,218	 	 	6,650	 	 	326,568	 	 	—	 	 	—	 	
Senior Unsecured Notes due 2011	 	 	285,000	 	 	14,000	 	 	271,000	 	 	—	 	 	—	 	
Purchase obligations, primarily construction commitments	 	 	237,830	 	 	237,830	 	 	—	 	 	—	 	 	—	 	
Senior Unsecured Notes due 2010	 	 	219,000	 	 	9,500	 	 	209,500	 	 	—	 	 	—	 	
Operating leases	 	 	202,957	 	 	13,304	 	 	23,509	 	 	23,408	 	 	142,736	 	
Senior Unsecured Notes due 2009	 	 	176,041	 	 	176,041	 	 	—	 	 	—	 	 	—	 	
Capital lease obligations	 	 	21,666	 	 	706	 	 	1,413	 	 	1,413	 	 	18,134	 	
Total Contractual Cash Obligations	 	$	15,697,128	 	$	1,376,527	 	$	7,866,246	 	$	2,457,200	 	$	3,997,155	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Commitments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital commitments to partially owned entities	 	$	213,352	 	$	213,352	 	$	—	 	$	—	 	$	—	 	
Standby letters of credit	 	 	98	 	 	92	 	 	6	 	 	—	 	 	—	 	
Total Commitments	 	$	213,450	 	$	213,444	 	$	6	 	$	—	 	$	—	 	
________________________
 	(1)	Interest on variable rate debt is computed using rates in effect at December 31, 2008.	

We may from time to time purchase or retire outstanding debt securities though cash purchases and/or exchanges for our equity securities, in open market purchases, privately negotiated transactions or otherwise. Such purchases and/or exchanges, 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.
 
We believe that we have complied with the financial covenants required by our revolving credit facilities and our senior unsecured notes, and that as of December 31, 2008 we have the ability to incur a substantial amount of additional indebtedness. We have an effective shelf registration for the offering of our equity securities and debt securities that is not limited in amount due to our status as a “well-known seasoned issuer.”
 
Our credit facilities contain financial covenants, that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provides 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.

102

 

Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations – continued
 
During 2008, we purchased an aggregate of $109,040,000 of our senior unsecured notes and convertible senior debentures, for $98,488,000 in cash. In addition, we completed approximately $1.3 billion of property level mortgage financings and repaid $241,000,000 of existing debt. During 2007, we completed approximately $1.4 billion of senior unsecured financings and $1.111 billion of property level mortgage financings and repaid $912,674,000 of existing debt. The net proceeds we received from 2008 and 2007 financings were used primarily for general corporate purposes and to fund acquisitions and investments unless otherwise noted. Details of our 2008 financing activities are summarized in the Overview of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Details of our 2007 financing activities are summarized below.
 
2.85% Convertible Senior Debentures due 2027
 
On March 21, 2007, Vornado sold $1.4 billion aggregate face amount of 2.85% convertible senior debentures due 2027, pursuant to an effective registration statement. The aggregate net proceeds from this offering, after underwriters’ discounts and expenses, were approximately $1.37 billion. The debentures are redeemable at Vornado’s option beginning in 2012 for the principal amount plus accrued and unpaid interest. Holders of the debentures have the right to require Vornado to repurchase their debentures in 2012, 2017, and 2022 and in certain other limited circumstances. The debentures are convertible, under certain circumstances, for cash and Vornado common shares at an initial conversion rate of 6.1553 common shares per $1,000 of principal amount of debentures. The initial conversion price was $162.46, which represented a premium of 30% over the March 21, 2007 closing price for Vornado’s common shares. The principal amount of debentures will be settled for cash and the amount in excess of the principal defined as the conversion value will be settled in cash or, at Vornado’s election, Vornado common shares.
 
The net proceeds of the offering were contributed to us in the form of an inter-company loan and we guaranteed the payment of the debentures.
 
Revolving Credit Facility
 
On September 28, 2007, we entered into a new $1.510 billion unsecured revolving credit facility, which was increased by $85,000,000 on October 12, 2007 and can be increased to up to $2.0 billion during the initial term. The new facility has a three-year term with two one-year extension options, bears interest at LIBOR plus 55 basis points, based on our current credit ratings and requires the payment of an annual facility fee of 15 basis points. Together with the existing $0.965 billion credit facility, we have an aggregate of $2.56 billion of unsecured revolving credit. Vornado is the guarantor of our obligations under both revolving credit agreements. The existing $0.965 billion credit facility’s financial covenants were modified to conform to the financial covenants under the new agreement. Significant modifications included (i) changing the definition of Capitalization Value to exclude corporate unallocated general and administrative expenses and to reducing the capitalization rate to 6.5% from 7.5%, and (ii) changing the definition of Total Outstanding Indebtedness to exclude indebtedness of unconsolidated joint ventures. Under the new agreement, “Equity Value” may not be less than Three Billion Dollars; “Total Outstanding Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value;” the ratio of “Combined EBITDA” to “Fixed Charges,” each measured as of the most recently ended calendar quarter, may not be less than 1.40 to 1.00; the ratio of “Unencumbered Combined EBITDA” to “Unsecured Interest Expense,” each measured as of the most recently ended calendar quarter, may not be less than 1.50 to 1.00; at any time, “Unsecured Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value of Unencumbered Assets;” and the ratio of “Secured Indebtedness” to “Capitalization Value,” each measured as of the most recently ended calendar quarter, may not exceed fifty percent (50%). The new agreement also contains standard representations and warranties and other covenants. The terms in quotations in this paragraph are all defined in the new agreement, which was filed as an exhibit to Vornado’s Current Report on Form 8-K dated September 28, 2007, filed on October 4, 2007.

 

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Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations – continued
 
Insurance
 
We carry commercial liability and all risk property insurance ((i) fire, (ii) flood, (iii) extended coverage, (iv) “acts of terrorism” as defined in the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”) , which expires in December 2014, and (v) rental loss insurance) with respect to our assets. Our New York Office, Washington, DC Office, Retail and Merchandise Mart divisions have $2.0 billion of per occurrence all risk property insurance coverage, including terrorism coverage in effect through September 15, 2009. Our California properties have earthquake insurance with coverage of $150,000,000 per occurrence, subject to a deductible in the amount of 5% of the value of the affected property, and a $150,000,000 annual aggregate.
 
In June 2007 we formed Penn Plaza Insurance Company, LLC (“PPIC”), a wholly owned consolidated subsidiary, to act as a re-insurer with respect to a portion of our earthquake insurance coverage and as a direct insurer for coverage for “certified” acts of terrorism and for nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by TRIPRA. Coverage for “certified” acts of terrorism is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. Prior to the formation of PPIC, we were uninsured for NBCR losses. Subsequently, we have $2.0 billion of NBCR coverage under TRIPRA, for which PPIC is responsible for 15% of each NBCR loss and the insurance company deductible of $1,000,000. We are ultimately responsible for any loss borne 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 generally non-recourse to us), senior unsecured notes, exchangeable senior debentures, convertible senior debentures 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 and/or refinance our properties and expand our portfolio.
 
Other Commitments and Contingencies
 
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.
 
We are committed to fund additional capital to certain of our partially owned entities aggregating approximately $213,352,000. Of this amount, $80,923,000 is committed to IPF and is pledged as collateral to IPF’s lender.
 
From time to time, we have disposed of substantial amounts of real estate to third parties for which, as to certain properties, we remain contingently liable for rent payments or mortgage indebtedness that we cannot quantify.

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Liquidity and Capital Resources – continued
Litigation
 
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, including the matters referred to below, are not expected to have a material adverse effect on our financial position, results of operations or cash flows.
 
On January 8, 2003, Stop & Shop filed a complaint with the United States District Court for the District of New Jersey (“USDC-NJ”) claiming that we had no right to reallocate and therefore continue to collect the $5,000,000 of annual rent from Stop & Shop pursuant to the Master Agreement and Guaranty, because of the expiration of the East Brunswick, Jersey City, Middletown, Union and Woodbridge leases to which the $5,000,000 of additional rent was previously allocated. Stop & Shop asserted that a prior order of the Bankruptcy Court for the Southern District of New York dated February 6, 2001, as modified on appeal to the District Court for the Southern District of New York on February 13, 2001, froze our right to re-allocate which effectively terminated our right to collect the additional rent from Stop & Shop. On March 3, 2003, after we moved to dismiss for lack of jurisdiction, Stop & Shop voluntarily withdrew its complaint. On March 26, 2003, Stop & Shop filed a new complaint in New York Supreme Court, asserting substantially the same claims as in its USDC-NJ complaint. We removed the action to the United States District Court for the Southern District of New York. In January 2005 that court remanded the action to the New York Supreme Court. On February 14, 2005, we served an answer in which we asserted a counterclaim seeking a judgment for all the unpaid additional rent accruing through the date of the judgment and a declaration that Stop & Shop will continue to be liable for the additional rent as long as any of the leases subject to the Master Agreement and Guaranty remain in effect. On May 17, 2005, we filed a motion for summary judgment. On July 15, 2005, Stop & Shop opposed our motion and filed a cross-motion for summary judgment. On December 13, 2005, the Court issued its decision denying the motions for summary judgment. Both parties appealed the Court’s decision and on December 14, 2006, the Appellate Court division issued a decision affirming the Court’s decision. On January 16, 2007, we filed a motion for the reconsideration of one aspect of the Appellate Court’s decision which was denied on March 13, 2007. We are currently engaged in discovery and anticipate that a trial date will be set for some time in 2009. We intend to vigorously pursue our claims against Stop & Shop. In our opinion, after consultation with legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.
 
On May 24, 2007, we acquired a 70% controlling interest in 1290 Avenue of the Americas and the 555 California Street complex. Our 70% interest was acquired through the purchase of all of the shares of a group of foreign companies that own, through U.S. entities, the 1% sole general partnership interest and a 69% limited partnership interest in the partnerships that own the two properties. The remaining 30% limited partnership interest is owned by Donald J. Trump. In August 2005, Mr. Trump brought a lawsuit in the New York State Supreme Court against, among others, the general partners of the partnerships referred to above.   Mr. Trump’s claims arose out of a dispute over the sale price of and use of proceeds from, the sale of properties located on the former Penn Central rail yards between West 59th and 72nd Streets in Manhattan which were formerly owned by the partnerships. In decisions dated September 14, 2005 and July 24, 2006, the Court denied several of Mr. Trump’s motions and ultimately dismissed all of Mr. Trump’s claims, except for his claim seeking access to books and records. In a decision dated October 1, 2007, the Court determined that Mr. Trump had already received access to the books and records to which he was entitled, with the exception of certain documents which were subsequently delivered to Mr. Trump. Mr. Trump sought re-argument and renewal on, and filed a notice of appeal in connection with, his dismissed claims.  In a decision dated January 6, 2009, the Court denied all of Mr. Trump’s motions. Mr. Trump has filed a notice appealing the 2007 and 2009 decisions. In connection with the acquisition, we agreed to indemnify the sellers for liabilities and expenses arising out of Mr. Trump’s claim that the general partners of the partnerships we acquired did not sell the rail yards at a fair price or could have sold the rail yards for a greater price and any other claims asserted in the legal action; provided however, that if Mr. Trump prevails on certain claims involving partnership matters, other than claims relating to sale price, the sellers will be required to reimburse us for certain costs related to those claims. We believe that the claims relating to the sale price are without merit. All other allegations are not asserted as a basis for damages and regardless of merit, in our opinion, after consultation with legal counsel, will not have a material effect on our financial condition, results of operation or cash flows.
 
In July 2005, we acquired H Street Building Corporation (“H Street”) which has a subsidiary that owns, among other things, a 50% tenancy in common interest in land located in Arlington County, Virginia, known as "Pentagon Row," leased to two tenants. In April 2007, H Street acquired the remaining 50% interest in that fee. In April 2007, we received letters from those tenants, Street Retail, Inc. and Post Apartment Homes, L.P., claiming they had a right of first offer triggered by each of those transactions. On September 25, 2008, both tenants filed suit against us and the former owners. The claim alleges the right to purchase the fee interest, damages in excess of $75,000,000 and punitive damages. We believe this claim is without merit and in our opinion, after consultation with legal counsel, will not have a material effect on our financial condition, results of operation or cash flow.

105

 

Liquidity and Capital Resources – continued
Cash Flow for the Year Ended December 31, 2008
 
Property rental income is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. 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. Our cash requirements include property operating expenses, capital improvements, tenant improvements, leasing commissions, distributions to common and preferred unitholders, as well as acquisition and development costs. Our cash and cash equivalents were $1,526,853,000 at December 31, 2008, a $372,258,000 increase over the balance at December 31, 2007. This increase resulted from $817,812,000 of net cash provided by operating activities and $7,677,000 of net cash provided by financing activities, partially offset by $453,231,000 of net cash used in investing activities. Property rental income represents our primary source of net cash provided by operating activities.
 
Our consolidated outstanding debt was $12,649,086,000 at December 31, 2008, a $753,048,000 increase over the balance at December 31, 2007. This increase resulted primarily from debt associated with property refinancings. As of December 31, 2008 and December 31, 2007, $358,468,000 and $405,656,000, respectively, was outstanding under our revolving credit facilities. During 2009 and 2010, $453,530,000 and $1,096,941,000 of our outstanding debt matures, respectively. We may refinance such debt or choose to repay all or a portion, using existing cash balances or our revolving credit facilities.
 
Our share of debt of unconsolidated subsidiaries was $3,196,585,000 at December 31, 2008, a $93,288,000 decrease from the balance at December 31, 2007.
 
Cash flows provided by operating activities of $817,812,000 was primarily comprised of (i) net income of $454,254,000, (ii) $358,762,000 of non-cash adjustments, including depreciation and amortization expense, non-cash impairment losses, the effect of straight-lining of rental income, equity in net income of partially owned entities, and (iii) distributions of income from partially owned entities of $44,690,000, partially offset by (iv) the net change in operating assets and liabilities of $39,894,000.
 
Net cash used in investing activities of $453,231,000 was primarily comprised of (i) development and redevelopment expenditures of $598,688,000, (ii) additions to real estate of $207,885,000, (iii) investments in partially owned entities of $156,227,000, (iv) purchases of marketable equity securities of $164,886,000, partially offset by, (v) proceeds from the sale of real estate (primarily Americold and Tysons Dulles Plaza) of $390,468,000, (vi) distributions of capital from partially owned entities of $218,367,000, (vii) proceeds received from repayments on mezzanine loans receivable of $52,470,000 and (viii) proceeds from the sale of marketable securities of $51,185,000.
 
Net cash provided by financing activities of $7,677,000 was primarily comprised of (i) proceeds from borrowings of $1,721,974,000 and (ii) proceeds received from exercises of employee stock options of $29,377,000, partially offset by, (iii) repayments of borrowings of $993,665,000, (iv) distributions to Class A unitholders of $617,457,000 and (v) distributions to preferred unitholders of $77,575,000.
 
Capital Expenditures
Our capital expenditures consist of expenditures to maintain assets, tenant improvements and leasing commissions. Recurring capital improvements 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 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. Our development and redevelopment expenditures include all hard and soft costs associated with the development or redevelopment of a property, including tenant improvements, leasing commissions and capitalized interest and operating costs until the property is substantially complete and ready for its intended use.

106

 

Liquidity and Capital Resources – continued
Cash Flow for the Year Ended December 31, 2008 – continued
 
Below are the details of capital expenditures, leasing commissions and development and redevelopment expenditures and a reconciliation of total expenditures on an accrual basis to the cash expended in the year ended December 31, 2008.
(Amounts in thousands)	 	Total	 	New York
Office	 	Washington, DC
Office	 	 	 
Merchandise
Mart	 	Retail	 	Other	
Capital Expenditures (Accrual basis):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditures to maintain the assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	$	50,137	 	$	23,380	 	$	10,341	 	$	4,024	 	$	10,730	 	$	1,662	
Non-recurring	 	 	22,623	 	 	6,504	 	 	10,590	 	 	—	 	 	—	 	 	5,529	
Total	 	 	72,760	 	 	29,884	 	 	20,931	 	 	4,024	 	 	10,730	 	 	7,191	
Tenant improvements:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	 	57,573	 	 	23,433	 	 	17,223	 	 	7,881	 	 	9,036	 	 	—	
Non-recurring	 	 	34,149	 	 	12,224	 	 	10,298	 	 	2,468	 	 	8,925	 	 	234	
Total	 	 	91,722	 	 	35,657	 	 	27,521	 	 	10,349	 	 	17,961	 	 	234	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Leasing Commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	 	29,642	 	 	16,037	 	 	6,385	 	 	3,145	 	 	4,075	 	 	—	
Non-recurring	 	 	14,088	 	 	10,045	 	 	—	 	 	1,641	 	 	2,221	 	 	181	
Total	 	 	43,730	 	 	26,082	 	 	6,385	 	 	4,786	 	 	6,296	 	 	181	
Tenant improvements and leasing commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Per square foot per annum	 	$	3.03	 	$	5.35	 	$	2.16	 	$	2.03	 	$	2.63	 	$	—	
Percentage of initial rent	 	 	7.0%	 	 	7.5%	 	 	5.6%	 	 	5.3%	 	 	9.4%	 	 	—	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Capital Expenditures and Leasing
Commissions (accrual basis)	 	$	208,212	 	$	91,623	 	$	54,837	 	$	19,159	 	$	34,987	 	$	7,606	
Adjustments to reconcile accrual
basis to cash basis:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditures in the current year
applicable to prior periods	 	 	114,778	 	 	57,001	 	 	15,539	 	 	9,590	 	 	28,576	 	 	4,072	
Expenditures to be made in future
periods for the current period	 	 	(78,614	)	 	(33,571	)	 	(22,076	)	 	(15,135	)	 	(7,729	)	 	(103	
Total Capital Expenditures and
Leasing Commissions (Cash basis)	 	$	244,376	 	$	115,053	 	$	48,300	 	$	13,614	 	$	55,834	 	$	11,575	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Development and Redevelopment
Expenditures:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bergen Town Center	 	$	126,673	 	$	—	 	$	—	 	$	126,673	 	$	—	 	$	—	
Wasserman Venture	 	 	61,867	 	 	—	 	 	—	 	 	—	 	 	—	 	 	61,867	
Manhattan Mall	 	 	51,474	 	 	—	 	 	—	 	 	51,474	 	 	—	 	 	—	
1999 K Street	 	 	45,742	 	 	—	 	 	45,742	 	 	—	 	 	—	 	 	—	
40 East 66 th Street	 	 	41,827	 	 	—	 	 	—	 	 	—	 	 	—	 	 	41,827	
220 20 th Street	 	 	36,014	 	 	—	 	 	36,014	 	 	—	 	 	—	 	 	—	
220 Central Park South	 	 	30,533	 	 	—	 	 	—	 	 	—	 	 	—	 	 	30,533	
West End 25	 	 	24,002	 	 	—	 	 	24,002	 	 	—	 	 	—	 	 	—	
478-486 Broadway	 	 	17,182	 	 	—	 	 	—	 	 	17,182	 	 	—	 	 	—	
Hotel Pennsylvania	 	 	15,591	 	 	—	 	 	—	 	 	—	 	 	—	 	 	15,591	
2101 L Street	 	 	14,992	 	 	—	 	 	14,992	 	 	—	 	 	—	 	 	—	
Springfield Mall	 	 	12,948	 	 	—	 	 	—	 	 	12,948	 	 	—	 	 	—	
Garfield	 	 	12,775	 	 	—	 	 	—	 	 	12,775	 	 	—	 	 	—	
North Bergen, New Jersey	 	 	10,749	 	 	—	 	 	—	 	 	10,749	 	 	—	 	 	—	
South Hills Mall	 	 	10,404	 	 	—	 	 	—	 	 	10,404	 	 	—	 	 	—	
Green Acres Mall	 	 	3,914	 	 	—	 	 	—	 	 	3,914	 	 	—	 	 	—	
Other	 	 	82,001	 	 	25,959	 	 	27,106	 	 	20,226	 	 	8,710	 	 	—	
 	 	$	598,688	 	$	25,959	 	$	147,856	 	$	266,345	 	$	8,710	 	$	149,818	
																						
107

Liquidity and Capital Resources – continued
Cash Flow for the Year Ended December 31, 2007
 
Cash and cash equivalents was $1,154,595,000 at December 31, 2007, a $1,078,722,000 decrease from the balance at December 31, 2006. This decrease resulted from $3,067,704,000 of net cash used in investing activities, primarily for real estate acquisitions, partially offset by $1,291,657,000 of net provided by financing activities and $697,325,000 of net cash provided by operating activities.
 
Consolidated outstanding debt was $11,896,038,000 at December 31, 2007, a $3,396,952,000 increase over the balance at December 31, 2006. This increase resulted primarily from debt associated with asset acquisitions, property financings and refinancings and from the issuance of $1.0 billion of senior unsecured convertible debentures due to Vornado during 2007. As of December 31, 2007 and 2006, $405,656,000 and $0, respectively, was outstanding under our revolving credit facilities.
 
Our share of debt of unconsolidated subsidiaries was $3,289,873,000 at December 31, 2007, a $33,134,000 decrease from the balance at December 31, 2006.
 
Cash flows provided by operating activities of $697,325,000 was primarily comprised of (i) net income of $641,745,000, (ii) adjustments for non-cash items of $177,162,000, and (iii) distributions of income from partially owned entities of $24,044,000 partially offset by, (iv) a net change in operating assets and liabilities of $145,626,000. The adjustments for non-cash items were primarily comprised of (i) depreciation and amortization of $545,885,000, (ii) a non-cash mezzanine loan loss accrual of $57,000,000, and (iii) net loss on early extinguishment of debt and write-off of unamortized financing costs of $7,670,000, partially offset by (iv) net gains on derivatives of $113,503,000 (primarily McDonald’s), (v) equity in net income of partially owned entities, including Alexander’s and Toys, of $69,656,000, (vi) the effect of straight-lining of rental income of $77,699,000, (vii) net gains on sale of real estate of $64,981,000, (viii) net gains on dispositions of wholly-owned and partially owned assets other than real estate of $39,493,000 and (ix) amortization of below market leases, net of above market leases of $83,250,000.
 
Net cash used in investing activities of $3,067,704,000 was primarily comprised of (i) acquisitions of real estate and other of $2,811,285,000, (ii) development and redevelopment expenditures of $358,748,000, (iii) investments in partially owned entities of $271,423,000, (iv) investments in mezzanine loans receivable of $217,081,000, (v) purchases of marketable securities of $152,683,000, (vi) capital expenditures of $166,319,000, partially offset by, (vii) proceeds from settlement of derivative positions of $260,764,000, (viii) repayments received on mezzanine loans receivable of $241,289,000, (ix) proceeds from the sale of real estate of $297,234,000, (x) proceeds from the sale of marketable securities of $112,779,000 and (xi) distributions of capital from partially owned entities of $22,541,000.
 
Net cash provided by financing activities of $1,291,657,000 was primarily comprised of (i) proceeds from borrowings of $2,954,497,000, partially offset by, (ii) repayments of borrowings of $868,055,000, (iii) distributions to Class A unitholders of $579,629,000, (iv) purchases of marketable securities in connection with the legal defeasance or mortgage notes payable of $109,092,000 and (v) distributions preferred unitholders of $77,067,000.

108

 

Liquidity and Capital Resources – continued
Cash Flow for the Year Ended December 31, 2007 – continued
 
Below are the details of capital expenditures, leasing commissions and development and redevelopment expenditures and a reconciliation of total expenditures on an accrual basis to the cash expended in the year ended December 31, 2007.
 
(Amounts in thousands)	Total	
 	New York
Office		Washington, DC
Office		Retail		 	Merchandise
Mart	 		Other			
Capital Expenditures (Accrual basis):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditures to maintain the assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	$	46,549	 	$	15,162	 	$	15,725	 	$	2,626	 	$	10,625	 	$	2,411	 	
Non-recurring	 	8,325	 	 	—	 	 	6,717	 	 	—	 	 	—	 	 	1,608	 	
Total	 	54,874	 	 	15,162	 	 	22,442	 	 	2,626	 	 	10,625	 	 	4,019	 	
Tenant improvements:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	100,939	 	 	43,677	 	 	20,890	 	 	3,176	 	 	33,196	 	 	—	 	
Non-recurring	 	1,794	 	 	—	 	 	—	 	 	741	 	 	—	 	 	1,053	 	
Total	 	102,733	 	 	43,677	 	 	20,890	 	 	3,917	 	 	33,196	 	 	1,053	 	
Leasing Commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	43,163	 	 	28,626	 	 	7,591	 	 	2,773	 	 	4,173	 	 	—	 	
Non-recurring	 	855	 	 	—	 	 	—	 	 	539	 	 	—	 	 	316	 	
Total	 	44,018	 	 	28,626	 	 	7,591	 	 	3,312	 	 	4,173	 	 	316	 	
Tenant improvements and leasing commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Per square foot per annum	$	2.91	 	$	5.17	 	$	1.72	 	$	1.11	 	$	3.15	 	$	—	 	
Percentage of initial rent	 	6.7	%	 	7.0	%	 	4.4	%	 	2.8	%	 	11.8	%	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Capital Expenditures and Leasing
Commissions (accrual basis)	$	201,625	 	$	87,465	 	$	50,923	 	$	9,855	 	$	47,994	 	$	5,388	 	
Adjustments to reconcile accrual
basis to cash basis:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditures in the current year
applicable to prior periods	 	76,117	 	 	17,416	 	 	40,019	 	 	8,263	 	 	8,982	 	 	1,437	 	
Expenditures to be made in future
periods for the current period	 	(88,496	)	 	(46,845	)	 	(13,763	)	 	(5,542	)	 	(21,203	)	 	(1,143	)	
Total Capital Expenditures and
Leasing Commissions
(Cash basis)	$	189,246	 	$	58,036	 	$	77,179	 	$	12,576	 	$	35,773	 	$	5,682	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Development and Redevelopment
Expenditures:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bergen Town Center	$	52,664	 	$	—	 	$	—	 	$	52,664	 	$	—	 	$	—	 	
2101 L Street	 	46,664	 	 	—	 	 	46,664	 	 	—	 	 	—	 	 	—	 	
Wasserman Venture	 	43,260	 	 	—	 	 	—	 	 	—	 	 	—	 	 	43,260	 	
Green Acres Mall	 	32,594	 	 	—	 	 	—	 	 	32,594	 	 	—	 	 	—	 	
Crystal Mall Two	 	29,552	 	 	—	 	 	29,552	 	 	—	 	 	—	 	 	—	 	
North Bergen, New Jersey	 	19,925	 	 	—	 	 	—	 	 	19,925	 	 	—	 	 	—	 	
40 East 66 th Street	 	13,544	 	 	—	 	 	—	 	 	—	 	 	—	 	 	13,544	 	
1999 K Street	 	11,245	 	 	—	 	 	11,245	 	 	—	 	 	—	 	 	—	 	
Springfield Mall	 	6,055	 	 	—	 	 	—	 	 	6,055	 	 	—	 	 	—	 	
Other	 	103,245	 	 	11,728	 	 	30,515	 	 	27,124	 	 	693	 	 	33,185	 	
 	$	358,748	 	$	11,728	 	$	117,976	 	$	138,362	 	$	693	 	$	89,989	 	

109

Liquidity and Capital Resources – continued
Cash Flow for the Year Ended December 31, 2006
Cash and cash equivalents was $2,233,317,000 at December 31, 2006, a $1,938,813,000 increase over the balance at December 31, 2005. This increase resulted from $824,668,000 of net cash provided by operating activities, $3,030,655,000 of net cash provided by financing activities, partially offset by $1,916,510,000 of net cash used in investing activities.
 
Consolidated outstanding debt was $9,554,798,000 at December 31, 2006, a $3,311,672,000 increase over the balance at December 31, 2005. This increase resulted primarily from debt associated with asset acquisitions, property financings and refinancings and from the issuance of $1.0 billion of senior unsecured convertible debentures due to Vornado during 2006. As of December 31, 2006 and 2005, our revolving credit facility had a zero outstanding balance. Our share of debt of unconsolidated subsidiaries was $3,323,007,000 at December 31, 2006, a $311,355,000 increase over the balance at December 31, 2005. This increase resulted primarily from our $89,630,000 share of an increase in Toys “R” Us outstanding debt and from debt associated with asset acquisitions and refinancings.
 
Cash flows provided by operating activities of $824,668,000 was primarily comprised of (i) net income of $640,688,000, (ii) adjustments for non-cash items of $78,185,000, (iii) distributions of income from partially owned entities of $35,911,000 and (iv) a net change in operating assets and liabilities of $69,884,000. The adjustments for non-cash items were primarily comprised of (i) depreciation and amortization of $413,162,000 and (ii) net loss on early extinguishment of debt and write-off of unamortized financing costs of $33,488,000, partially offset by (iii) net gains on mark-to-market of derivatives of $153,208,000 (Sears, McDonald’s and GMH warrants), (iv) equity in net income of partially owned entities, including Alexander’s and Toys, of $273,000, (v) the effect of straight-lining of rental income of $62,655,000, (vi) net gains on sale of real estate of $33,769,000, (vii) net gains on dispositions of wholly-owned and partially owned assets other than real estate of $76,073,000 and (viii) amortization of below market leases, net of above market leases of $23,814,000.
 
Net cash used in investing activities of $1,916,510,000 was primarily comprised of (i) acquisitions of real estate and other of $1,399,326,000, (ii) investments in partially owned entities of $233,651,000, (iii) investment in mezzanine loans receivable of $363,374,000, (iv) purchases of marketable securities of $153,914,000, (v) development and redevelopment expenditures of $233,492,000, (vi) capital expenditures of $198,215,000, (vii) deposits in connection with real estate acquisitions and pre-acquisition costs aggregating $82,753,000, partially offset by (viii) repayments received on mezzanine loans receivable of $172,445,000, (ix) distributions of capital from partially owned entities of $114,041,000, (x) proceeds from the sale of marketable securities of $173,027,000, (xi) proceeds from the sale of real estate of $110,388,000 and (xii) proceeds from settlement of derivative positions of $135,028,000.
 
Net cash provided by financing activities of $3,030,655,000 was primarily comprised of (i) proceeds from borrowings of $5,151,952,000, (ii) proceeds from the issuance of Class A units of $1,004,394,000, (iii) proceeds from the issuance of preferred units of $43,819,000 and (iv) proceeds from the exercise of employee share options of $77,873,000, partially offset by, (v) repayments of borrowings of $1,544,076,000, (vi) purchases of marketable securities in connection with the legal defeasance or mortgage notes payable of $636,293,000, (vii) distributions to Class A unitholders of $593,719,000, (viii) repurchase of shares related to stock compensation arrangements and associated employee tax withholdings of $201,866,000, (ix) distributions to minority partners of $108,018,000, (x) distributions to preferred unitholders of $81,219,000, (xi) redemption of preferred units of $45,000,000 and (xii) debt issuance costs of $37,192,000. 

110

 

Liquidity and Capital Resources – continued
Cash Flow for the Year Ended December 31, 2006 – continued
 
Below are the details of capital expenditures, leasing commissions and development and redevelopment expenditures and a reconciliation of total expenditures on an accrual basis to the cash expended in the year ended December 31, 2006.

(Amounts in thousands)	 	Total	 	New York
Office	 	Washington, DC
Office	 	Retail	 	Merchandise
Mart	 	Other	 	 	
Capital Expenditures (Accrual basis):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditures to maintain the assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	$	44,156	 	$	12,446	 	$	16,355	 	$	1,269	 	$	10,174	 	 	$	3,912	 	
Non-recurring	 	 	2,708	 	 	—	 	 	2,259	 	 	449	 	 	—	 	 	 	—	 	
Total	 	 	46,864	 	 	12,446	 	 	18,614	 	 	1,718	 	 	10,174	 	 	 	3,912	 	
Tenant improvements:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	 	88,064	 	 	44,251	 	 	27,961	 	 	3,219	 	 	12,633	 	 	 	—	 	
Non-recurring	 	 	1,824	 	 	—	 	 	89	 	 	1,735	 	 	—	 	 	 	—	 	
Total	 	 	89,888	 	 	44,251	 	 	28,050	 	 	4,954	 	 	12,633	 	 	 	—	 	
Leasing Commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Recurring	 	 	32,181	 	 	22,178	 	 	6,744	 	 	2,024	 	 	1,235	 	 	 	—	 	
Non-recurring	 	 	290	 	 	—	 	 	32	 	 	258	 	 	—	 	 	 	—	 	
Total	 	 	32,471	 	 	22,178	 	 	6,776	 	 	2,282	 	 	1,235	 	 	 	—	 	
Tenant improvements and leasing commissions:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Per square foot per annum	$	 	2.44	 	$	4.10	 	$	2.54	 	$	0.64	 	$	1.74	$	 	 	—	 	
Percentage of initial rent	 	 	7.2%	 	 	7.9%	 	 	8.0%	 	 	2.8%	 	 	7.1%	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Capital Expenditures and
Leasing Commissions (accrual basis)	 	$	169,223	 	$	78,875	 	$	53,440	 	$	8,954	 	$	24,042	 	 	$	3,912	 	
Adjustments to reconcile accrual
basis to cash basis:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditures in the current year
applicable to prior periods	 	 	51,830	 	 	22,377	 	 	20,949	 	 	3,638	 	 	4,866	 	 	 	—	 	
Expenditures to be made in future
periods for the current period	 	 	(55,964	)	 	(33,195	)	 	(17,480	)	 	(4,916	)	 	(373	)	 	 	—	 	
Total Capital Expenditures and
Leasing Commissions
(Cash basis)	 	$	165,089	 	$	68,057	 	$	56,909	 	$	7,676	 	$	28,535	 	 	$	3,912	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Development and Redevelopment
Expenditures:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Green Acres Mall	 	$	37,927	 	$	—	 	$	—	 	$	37,927	 	$	—	 	 	$	—	 	
Wasserman Venture	 	 	32,572	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	32,572	 	
North Bergen, New Jersey
(Ground-up development)	 	 	28,564	 	 	—	 	 	—	 	 	28,564	 	 	—	 	 	 	—	 	
Crystal Park (PTO)	 	 	27,294	 	 	—	 	 	27,294	 	 	—	 	 	—	 	 	 	—	 	
Bergen Town Center	 	 	22,179	 	 	—	 	 	—	 	 	22,179	 	 	—	 	 	 	—	 	
Crystal Plazas (PTO)	 	 	12,229	 	 	—	 	 	12,229	 	 	—	 	 	—	 	 	 	—	 	
220 Central Park South	 	 	12,055	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	12,055	 	
1740 Broadway	 	 	9,921	 	 	9,921	 	 	—	 	 	—	 	 	—	 	 	 	—	 	
7 W. 34 th Street	 	 	9,436	 	 	—	 	 	—	 	 	—	 	 	9,436	 	 	 	—	 	
2101 L Street	 	 	10,447	 	 	—	 	 	10,447	 	 	—	 	 	—	 	 	 	—	 	
Crystal Mall Two	 	 	6,497	 	 	—	 	 	6,497	 	 	—	 	 	—	 	 	 	—	 	
640 Fifth Avenue	 	 	1,937	 	 	1,937	 	 	—	 	 	—	 	 	—	 	 	 	—	 	
Other	 	 	22,434	 	 	1,330	 	 	4,217	 	 	12,126	 	 	—	 	 	 	4,761	 	
 	 	$	233,492	 	$	13,188	 	$	60,684	 	$	100,796	 	$	9,436	 	 	$	49,388	 	

 

111

 

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	
 
We have exposure to fluctuations in market interest rates. Market interest rates are highly 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 unit amounts)	2008	 	2007	
 	December 31,
Balance	 	Weighted
Average
Interest Rate	 	Effect of 1%
Change In
Base Rates	 	December 31,
Balance	 	Weighted
Average
Interest Rate	
Consolidated debt:	 	 	 	 	 	 	 	 	 	 	 	 	
Variable rate	$	2,076,128	 	2.70%	 	$	20,761	 	$	1,113,181	 	5.86%	
Fixed rate	 	10,572,958	 	5.19%	 	 	—	 	 	10,782,857	 	5.22%	
 	$	12,649,086	 	4.78%	 	 	20,761	 	$	11,896,038	 	5.28%	
Pro-rata share of debt of non-
consolidated entities (non-recourse):	 	 	 	 	 	 	 	 	 	 	 	 	
Variable rate – excluding Toys	$	282,752	 	3.63%	 	 	2,828	 	$	193,655	 	6.74%	
Variable rate – Toys	 	819,512	 	3.68%	 	 	8,195	 	 	1,072,431	 	7.14%	
Fixed rate (including $1,175,310
and $1,028,918 of Toys debt in
2008 and 2007)	 	2,094,321	 	6.51%	 	 	—	 	 	2,023,787	 	6.88%	
 	$	3,196,585	 	5.53%	 	 	11,023	 	$	3,289,873	 	6.96%	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total change in annual net income	 	 	 	 	 	$	31,784	 	 	 	 	 	
Per unit-diluted	 	 	 	 	 	$	0.18	 	 	 	 	 	
 
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 December 31, 2008, variable rate debt with an aggregate principal amount of $462,000,000 and a weighted average interest rate of 2.75% was subject to LIBOR caps. These caps are based on a notional amount of $462,000,000 and cap LIBOR at a weighted average rate of 5.93%.
 
As of December 31, 2008, we have investments in mezzanine loans with an aggregate carrying amount of $99,011,000 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 Our Debt
 
The estimated fair value of our debt at December 31, 2008 was less than its aggregate carrying amount by approximately $1,177,806,000 based on current market prices and discounted cash flows at the current rate at which we believe similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt.
 
Derivative Instruments
 
We have, and may in the future enter into, derivative positions that do not qualify for hedge accounting treatment. 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” 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 2008, we recognized a net loss of $33,740,000 and in 2007 and 2006 we recognized net gains aggregating approximately $113,503,000 and $153,208,000, respectively, from these positions.

112

 

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	

INDEX TO FINANCIAL STATEMENTS
 	Page	
Report of Independent Registered Public Accounting Firm	114	
 	 	
Consolidated Balance Sheets at December 31, 2008 and 2007	115	
 	 	
Consolidated Statements of Income for the years ended December 31, 2008, 2007, and 2006	116	
 	 	
Consolidated Statements of Partners’ Capital for the years ended December 31, 2008, 2007, and 2006	117	
 	 	
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007, and 2006	120	
 	 	
Notes to Consolidated Financial Statements	122	

 	 	

113

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Partners
Vornado Realty L.P.
New York, New York
 
We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedules listed in the Index in Item 15. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Vornado Realty L.P. at December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting.
 
/s/ DELOITTE & TOUCHE LLP
 
Parsippany, New Jersey
March 10, 2009

114

 

VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except unit and per unit amounts)	 	December 31,	 	
ASSETS	 	2008	 	2007	 	
Real estate, at cost:	 	 	 	 	 	 	 	
Land	 	$	4,516,141	 	$	4,576,479	 	
Buildings and improvements	 	 	12,146,558	 	 	11,523,977	 	
Development costs and construction in progress	 	 	1,088,356	 	 	821,991	 	
Leasehold improvements and equipment	 	 	118,603	 	 	106,060	 	
Total	 	 	17,869,658	 	 	17,028,507	 	
Less accumulated depreciation and amortization	 	 	(2,161,093	)	 	(1,802,055	)	
Real estate, net	 	 	15,708,565	 	 	15,226,452	 	
Cash and cash equivalents	 	 	1,526,853	 	 	1,154,595	 	
Escrow deposits and restricted cash	 	 	375,888	 	 	378,732	 	
Marketable securities	 	 	334,322	 	 	322,992	 	
Accounts receivable, net of allowance for doubtful accounts of $32,834 and $19,151	 	 	201,566	 	 	168,183	 	
Investments in partially owned entities, including Alexander’s of $137,305 and $122,797	 	 	790,154	 	 	1,206,742	 	
Investment in Toys “R” Us	 	 	293,096	 	 	298,089	 	
Mezzanine loans receivable, net of allowance of $46,700 and $57,000	 	 	472,539	 	 	492,339	 	
Receivable arising from the straight-lining of rents, net of allowance of $5,773 and $3,076	 	 	592,726	 	 	513,137	 	
Deferred leasing and financing costs, net of accumulated amortization of $168,714 and $123,624	 	 	306,748	 	 	273,958	 	
Assets related to discontinued operations	 	 	110,380	 	 	1,632,318	 	
Due from officers	 	 	13,185	 	 	13,228	 	
Other assets	 	 	692,188	 	 	798,170	 	
 	 	$	21,418,210	 	$	22,478,935	 	
LIABILITIES AND PARTNERS’ CAPITAL	 	 	 	 	 	 	 	
Notes and mortgages payable	 	$	8,835,387	 	$	7,938,457	 	
Due to Vornado Realty Trust	 	 	2,342,914	 	 	2,360,412	 	
Senior unsecured notes	 	 	617,816	 	 	698,656	 	
Exchangeable senior debentures	 	 	494,501	 	 	492,857	 	
Revolving credit facility debt	 	 	358,468	 	 	405,656	 	
Accounts payable and accrued expenses	 	 	515,607	 	 	475,191	 	
Deferred credit	 	 	764,774	 	 	848,852	 	
Deferred compensation plan	 	 	69,945	 	 	67,714	 	
Deferred tax liabilities	 	 	19,895	 	 	241,895	 	
Liabilities related to discontinued operations	 	 	750	 	 	1,332,630	 	
Other liabilities	 	 	142,777	 	 	118,983	 	
Total liabilities	 	 	14,162,834	 	 	14,981,303	 	
Commitments and contingencies	 	 	 	 	 	 	 	
Minority interest	 	 	412,913	 	 	416,298	 	
Redeemable partnership units, at redemption value:	 	 	 	 	 	 	 	
Class A common units – 14,627,005 and 15,530,125 units outstanding, respectively	 	 	882,740	 	 	1,365,874	 	
Series D perpetual preferred units – 11,200,000 units outstanding	 	 	280,000	 	 	277,191	 	
Series B convertible preferred units – 444,559 units outstanding	 	 	15,238	 	 	15,238	 	
Total redeemable partnership units, at redemption value	 	 	1,177,978	 	 	1,658,303	 	
Partners’ capital:	 	 	 	 	 	 	 	
Partners’ capital	 	 	6,647,382	 	 	6,109,952	 	
Earnings less than distributions	 	 	(975,998	)	 	(716,693	)	
Accumulated other comprehensive (loss) income	 	 	(6,899	)	 	29,772	 	
Total partners’ capital	 	 	5,664,485	 	 	5,423,031	 	
 	 	$	21,418,210	 	$	22,478,935	 	
See notes to consolidated financial statements.

115

 

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME

 	 	Year Ended December 31,	 	
(Amounts in thousands, except per unit amounts)	 	2008	 	2007	 	2006	 	
 	 	 	 	 	 	 	 	 	 	 	
REVENUES:	 	 	 	 	 	 	 	 	 	 	
Property rentals	 	$	2,211,311	 	$	1,977,023	 	$	1,544,741	 	
Tenant expense reimbursements	 	 	358,437	 	 	323,544	 	 	260,772	 	
Fee and other income	 	 	127,303	 	 	109,949	 	 	103,587	 	
Total revenues	 	 	2,697,051	 	 	2,410,516	 	 	1,909,100	 	
EXPENSES:	 	 	 	 	 	 	 	 	 	 	
Operating	 	 	1,070,118	 	 	951,582	 	 	737,452	 	
Depreciation and amortization	 	 	537,427	 	 	441,209	 	 	319,066	 	
General and administrative	 	 	194,027	 	 	189,041	 	 	180,167	 	
Impairment losses on development projects and cost of acquisitions not
consummated	 	 	81,447	 	 	10,375	 	 	—	 	
Total expenses	 	 	1,883,019	 	 	1,592,207	 	 	1,236,685	 	
Operating income	 	 	814,032	 	 	818,309	 	 	672,415	 	
Income (loss) applicable to Alexander’s	 	 	36,671	 	 	50,589	 	 	(14,530	)	
Income (loss) applicable to Toys “R” Us	 	 	2,380	 	 	(14,337	)	 	(47,520	)	
(Loss) income from partially owned entities	 	 	(195,878	)	 	31,891	 	 	60,355	 	
Interest and other investment (loss) income, net	 	 	(2,682	)	 	226,425	 	 	255,391	 	
Interest and debt expense (including amortization of deferred financing
costs of $17,507, $15,182 and $11,718)	 	 	(586,358	)	 	(569,386	)	 	(394,571	)	
Net gains on disposition of wholly owned and partially owned assets
other than depreciable real estate	 	 	7,757	 	 	39,493	 	 	76,073	 	
Minority interest of partially owned entities	 	 	3,263	 	 	3,494	 	 	1,363	 	
Income before income taxes	 	 	79,185	 	 	586,478	 	 	608,976	 	
Income tax benefit (expense)	 	 	204,537	 	 	(9,179	)	 	(491	)	
Income from continuing operations	 	 	283,722	 	 	577,299	 	 	608,485	 	
Income from discontinued operations	 	 	170,532	 	 	64,446	 	 	32,203	 	
Net income	 	 	454,254	 	 	641,745	 	 	640,688	 	
Preferred unit distributions	 	 	(79,453	)	 	(76,894	)	 	(81,941	)	
NET INCOME applicable to Class A units	 	$	374,801	 	$	564,851	 	$	558,747	 	

INCOME PER CLASS A UNIT – BASIC:	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	1.22	 	$	3.00	 	$	3.35	 	
Income from discontinued operations	 	 	1.01	 	 	0.39	 	 	0.20	 	
Net income per Class A unit	 	$	2.23	 	$	3.39	 	$	3.55	 	
 	 	 	 	 	 	 	 	 	 	 	
INCOME PER CLASS A UNIT – DILUTED:	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	1.18	 	$	2.88	 	$	3.18	 	
Income from discontinued operations	 	 	0.99	 	 	0.37	 	 	0.19	 	
Net income per Class A unit	 	$	2.17	 	$	3.25	 	$	3.37	 	
 
See notes to consolidated financial statements.

116

 

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
 
 	 	Preferred
Units	 	General
Partner’s
Class A
Units	 	Earnings in
Excess of
(Less Than)
Distributions	 	Accumulated
Other
Comprehensive
Income (Loss)	 	 	Partners’
Capital	 	Comprehensive
Income (Loss)	 	
(Amounts in thousands,
except per unit amounts)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, January 1, 2006	 	$	834,527	 	$	4,242,516	 	$	(531,799	)	$	83,406	 	 	$	4,628,650	 	 	 	 	
Net Income applicable to General Partner	 	 	—	 	 	—	 	 	560,140	 	 	—	 	 	 	560,140	 	$	560,140	 	
Distributions to Class A unitholders
($3.79 per unit, including $0.54
in special cash distribution)	 	 	—	 	 	—	 	 	(594,809	)	 	—	 	 	 	(594,809	)	 	—	 	
Proceeds from the issuance of
partnership units	 	 	—	 	 	1,004,805	 	 	—	 	 	—	 	 	 	1,004,805	 	 	—	 	
Conversion of preferred units to
General Partner’s Class A units	 	 	(5,897	)	 	5,897	 	 	—	 	 	—	 	 	 	—	 	 	—	 	
Deferred compensation units
and options	 	 	—	 	 	(59,266	)	 	(137,580	)	 	—	 	 	 	(196,846	)	 	—	 	
Partnership units issued :	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Under Vornado’s option plan	 	 	—	 	 	75,665	 	 	—	 	 	—	 	 	 	75,665	 	 	—	 	
Upon issuance of Vornado
common shares for redemption
of limited partners’ Class A
units	 	 	—	 	 	56,513	 	 	—	 	 	—	 	 	 	56,513	 	 	—	 	
In connection with Vornado’s
dividend reinvestment plan	 	 	—	 	 	2,208	 	 	—	 	 	—	 	 	 	2,208	 	 	—	 	
Change in unrealized net gain
on securities available for sale	 	 	—	 	 	—	 	 	—	 	 	70,416	 	 	 	70,416	 	 	70,416	 	
Sale of securities available
for sale	 	 	—	 	 	—	 	 	—	 	 	(69,863	)	 	 	(69,863	)	 	—	 	
Class A units offering costs	 	 	—	 	 	(411	)	 	—	 	 	—	 	 	 	(411	)	 	 	 	
Change in pension plans	 	 	—	 	 	—	 	 	—	 	 	2,269	 	 	 	2,269	 	 	2,269	 	
Adjustments to reflect redeemable
securities at redemption value	 	 	—	 	 	(630,732	)	 	—	 	 	—	 	 	 	(630,732	)	 	—	 	
Other	 	 	30	 	 	536	 	 	40	 	 	6,735	 	 	 	7,341	 	 	6,735	 	
Balance, December 31, 2006	 	$	828,660	 	$	4,697,731	 	$	(704,008	)	$	92,963	 	 	$	4,915,346	 	$	639,560	 	
 
See notes to consolidated financial statements.

117

 

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - CONTINUED
 
 	 	Preferred
Units	 	General
Partner’s
Class A
Units	 	Earnings in
Excess of
(Less Than)
Distributions	 	Accumulated
Other
Comprehensive
Income (Loss)	 	 	Partners’
Capital	 	Comprehensive
Income (Loss)	 	
(Amounts in thousands,
except per unit amounts)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2006	 	$	828,660	 	$	4,697,731	 	$	(704,008	)	$	92,963	 	 	$	4,915,346	 	 	 	 	
Net Income applicable to General Partner	 	 	—	 	 	—	 	 	568,906	 	 	—	 	 	 	568,906	 	$	568,906	 	
Distributions to Class A unitholders
($3.45 per unit)	 	 	—	 	 	—	 	 	(581,896	)	 	—	 	 	 	(581,896	)	 	—	 	
Conversion of preferred units
to General Partners’ Class A units	 	 	(3,565	)	 	3,565	 	 	—	 	 	—	 	 	 	—	 	 	—	 	
Deferred compensation units
and options	 	 	—	 	 	(36,439	)	 	—	 	 	—	 	 	 	(36,439	)	 	—	 	
Partnership units issued:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Under employees’ share
option plan	 	 	—	 	 	34,647	 	 	—	 	 	—	 	 	 	34,647	 	 	—	 	
Upon issuance of Vornado
common shares for
redemption of limited
partners’ Class A units	 	 	—	 	 	116,085	 	 	—	 	 	—	 	 	 	116,085	 	 	—	 	
In connection with Vornado’s
dividend reinvestment plan	 	 	—	 	 	2,031	 	 	—	 	 	—	 	 	 	2,031	 	 	—	 	
Change in unrealized net loss
on securities available for sale	 	 	—	 	 	—	 	 	—	 	 	(38,842	)	 	 	(38,842	)	 	(38,842	)	
Sale of securities available for sale	 	 	—	 	 	—	 	 	—	 	 	(36,563	)	 	 	(36,563	)	 	—	 	
Change in deferred compensation plan	 	 	—	 	 	—	 	 	—	 	 	895	 	 	 	895	 	 	895	 	
Adjustments to reflect redeemable
securities at redemption value	 	 	—	 	 	467,165	 	 	—	 	 	—	 	 	 	467,165	 	 	—	 	
Other	 	 	—	 	 	72	 	 	305	 	 	11,319	 	 	 	11,696	 	 	11,319	 	
Balance, December 31, 2007	 	$	825,095	 	$	5,284,857	 	$	(716,693	)	$	29,772	 	 	$	5,423,031	 	$	542,278	 	
 
See notes to consolidated financial statements.

118

 

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - CONTINUED
 
 	 	Preferred
Units	 	General
Partner’s
Class A
Units	 	Earnings in
Excess of
(Less Than)
Distributions	 	Accumulated
Other
Comprehensive
Income (Loss)	 	 	Partners’
Capital	 	Comprehensive
Income (Loss)	 	
(Amounts in thousands,
except per unit amounts)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2007	 	$	825,095	 	$	5,284,857	 	$	(716,693	)	$	29,772	 	 	$	5,423,031	 	$	—	 	
Net Income applicable to General Partner	 	 	—	 	 	—	 	 	395,043	 	 	—	 	 	 	395,043	 	 	395,043	 	
Distributions to Class A unitholders
($3.65 per unit)	 	 	—	 	 	—	 	 	(619,072	)	 	—	 	 	 	(619,072	)	 	—	 	
Upon conversion of Preferred Units
to General Partners’ Class A Units	 	 	(1,312	)	 	1,312	 	 	—	 	 	—	 	 	 	—	 	 	—	 	
Deferred compensation units
and options	 	 	—	 	 	11,411	 	 	—	 	 	—	 	 	 	11,411	 	 	—	 	
Partnership units issued:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Under Vornado’s option plan	 	 	—	 	 	26,904	 	 	(30,345	)	 	—	 	 	 	(3,441	)	 	—	 	
Upon issuance of Vornado
common shares for
redemption of limited
partners’ Class A units	 	 	—	 	 	82,330	 	 	—	 	 	—	 	 	 	82,330	 	 	—	 	
In connection with Vornado’s
dividend reinvestment plan	 	 	—	 	 	2,374	 	 	—	 	 	—	 	 	 	2,374	 	 	—	 	
Change in unrealized net loss
on securities available for sale	 	 	—	 	 	—	 	 	—	 	 	(20,150	)	 	 	(20,150	)	 	(20,150	)	
Sale of securities available for sale	 	 	—	 	 	—	 	 	—	 	 	6,128	 	 	 	6,128	 	 	6,128	 	
Change in deferred compensation plans	 	 	—	 	 	—	 	 	—	 	 	3,251	 	 	 	3,251	 	 	3,251	 	
Adjustments to reflect redeemable
securities at redemption value	 	 	—	 	 	404,447	 	 	—	 	 	—	 	 	 	404,447	 	 	—	 	
Conversion of Series F-1 preferred units	 	 	—	 	 	10,000	 	 	—	 	 	—	 	 	 	10,000	 	 	—	 	
Other	 	 	24	 	 	(60	)	 	(4,931	)	 	(25,900	)	 	 	(30,867	)	 	(25,960	)	
Balance, December 31, 2008	 	$	823,807	 	$	5,823,575	 	$	(975,998	)	$	(6,899	)	 	$	5,664,485	 	$	358,312	 	
See notes to consolidated financial statements.

119

 

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Amounts in thousands)	 	Year Ended December 31,	 	
	 	2008	 	2007	 	2006	 	
Cash Flows from Operating Activities:	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	454,254	 	$	641,745	 	$	640,688	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization, including amortization of debt issuance costs	 	 	577,338	 	 	545,885	 	 	413,162	 	
Reversal of H Street deferred tax liability	 	 	(222,174	)	 	—	 	 	—	 	
Net gain on sale of Americold Realty Trust	 	 	(112,690	)	 	—	 	 	—	 	
Impairment loss – Lexington Realty Trust	 	 	107,882	 	 	—	 	 	—	 	
Amortization of below-market leases, net	 	 	(96,176	)	 	(83,250	)	 	(23,814	)	
Write-off of real estate joint ventures’ development costs	 	 	96,037	 	 	—	 	 	—	 	
Straight-lining of rental income	 	 	(91,060	)	 	(77,699	)	 	(62,655	)	
Impairment loss – marketable equity securities	 	 	76,352	 	 	—	 	 	—	 	
Net gains on sale of real estate	 	 	(57,523	)	 	(64,981	)	 	(33,769	)	
Equity in income of partially owned entities, including Alexander’s and Toys	 	 	(47,460	)	 	(69,656	)	 	273	 	
Distributions of income from partially owned entities	 	 	44,690	 	 	24,044	 	 	35,911	 	
Net loss (gain) from derivative positions, including McDonalds, Sears
Holdings and GMH	 	 	33,740	 	 	(113,503	)	 	(153,208	)	
Impairment losses on development projects and costs of acquisitions not
consummated	 	 	81,447	 	 	10,375	 	 	—	 	
Mezzanine loan loss (reversal) accrual	 	 	(10,300	)	 	57,000	 	 	—	 	
(Gain) loss on early extinguishment of debt and write-off of unamortized
financing costs	 	 	(9,820	)	 	7,670	 	 	33,488	 	
Net gains on dispositions of wholly owned and partially owned assets
other than depreciable real estate	 	 	(7,757	)	 	(39,493	)	 	(76,073	)	
Minority interest of partially owned entities	 	 	(6,838	)	 	(18,559	)	 	(20,173	)	
Other non-cash adjustments, including amortization of stock-based
compensation	 	 	47,764	 	 	23,373	 	 	954	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	
Accounts receivable, net	 	 	(1,646	)	 	(25,877	)	 	24,373	 	
Accounts payable and accrued expenses	 	 	(5,207	)	 	(90,267	)	 	60,309	 	
Other assets	 	 	(39,831	)	 	(52,172	)	 	(61,060	)	
Other liabilities	 	 	6,790	 	 	22,690	 	 	46,262	 	
Net cash provided by operating activities	 	 	817,812	 	 	697,325	 	 	824,668	 	
Cash Flows from Investing Activities:	 	 	 	 	 	 	 	 	 	 	
Development costs and construction in progress	 	 	(598,688	)	 	(358,748	)	 	(233,492	)	
Proceeds from sales of real estate	 	 	390,468	 	 	297,234	 	 	110,388	 	
Distributions of capital from partially owned entities	 	 	218,367	 	 	22,541	 	 	114,041	 	
Additions to real estate	 	 	(207,885	)	 	(166,319	)	 	(198,215	)	
Purchases of marketable securities	 	 	(164,886	)	 	(152,683	)	 	(153,914	)	
Investments in partially owned entities	 	 	(156,227	)	 	(271,423	)	 	(233,651	)	
Proceeds received from repayment of mezzanine loans receivable	 	 	52,470	 	 	241,289	 	 	172,445	 	
Proceeds from sales of, and return of investment in, marketable securities	 	 	51,185	 	 	112,779	 	 	173,027	 	
Acquisitions of real estate and other	 	 	(26,318	)	 	(2,811,285	)	 	(1,399,326	)	
Cash restricted, including mortgage escrows	 	 	12,004	 	 	11,652	 	 	52,268	 	
Deposits in connection with real estate acquisitions, including pre-acquisition costs	 	 	(11,719	)	 	(27,702	)	 	(82,753	)	
Investments in mezzanine loans receivable	 	 	(7,397	)	 	(217,081	)	 	(363,374	)	
Acquisition of trade shows	 	 	(6,003	)	 	(10,722	)	 	(17,582	)	
Cash received upon consolidation of investments in partially owned entities	 	 	1,398	 	 	—	 	 	—	 	
Proceeds received on settlement of derivatives	 	 	—	 	 	260,764	 	 	135,028	 	
Repayment of officers’ loans	 	 	—	 	 	2,000	 	 	8,600	 	
Net cash used in investing activities	 	 	(453,231	)	 	(3,067,704	)	 	(1,916,510	)	
See notes to consolidated financial statements.

120

 

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

 	 	Year Ended December 31,	 	
(Amounts in thousands)	 	2008	 	2007	 	2006	 	
Cash Flows from Financing Activities:	 	 	 	 	 	 	 	 	 	 	
Proceeds from borrowings	 	 	1,721,974	 	 	2,954,497	 	 	5,151,952	 	
Repayments of borrowings	 	 	(993,665	)	 	(868,055	)	 	(1,544,076	)	
Distributions to Class A unitholders	 	 	(617,457	)	 	(579,629	)	 	(593,719	)	
Distributions to minority partners	 	 	(9,480	)	 	(6,324	)	 	(108,018	)	
Distributions to preferred unitholders	 	 	(77,575	)	 	(77,067	)	 	(81,219	)	
Repurchase of shares related to stock compensation arrangements and
associated employee tax withholdings	 	 	(31,198	)	 	(43,396	)	 	(201,866	)	
Proceeds received from exercise of employee share options	 	 	29,377	 	 	35,083	 	 	77,873	 	
Debt issuance costs	 	 	(14,299	)	 	(14,360	)	 	(37,192	)	
Purchase of marketable securities in connection with the legal defeasance
of mortgage notes payable	 	 	—	 	 	(109,092	)	 	(636,293	)	
Proceeds from issuance of Class A units	 	 	—	 	 	—	 	 	1,004,394	 	
Redemption of preferred units	 	 	—	 	 	—	 	 	(45,000	)	
Proceeds from issuance of preferred units	 	 	—	 	 	—	 	 	43,819	 	
Net cash provided by financing activities	 	 	7,677	 	 	1,291,657	 	 	3,030,655	 	
Net increase (decrease) in cash and cash equivalents	 	 	372,258	 	 	(1,078,722	)	 	1,938,813	 	
Cash and cash equivalents at beginning of year	 	 	1,154,595	 	 	2,233,317	 	 	294,504	 	
Cash and cash equivalents at end of year	 	$	1,526,853	 	$	1,154,595	 	$	2,233,317	 	
 	 	 	 	 	 	 	 	 	 	 	
Supplemental Disclosure of Cash Flow Information:	 	 	 	 	 	 	 	 	 	 	
Cash payments for interest (including capitalized interest of
$63,063, $53,648, and $26,195)	 	$	658,376	 	$	653,811	 	$	454,391	 	
Cash payments for taxes	 	$	22,005	 	$	36,489	 	$	8,766	 	
 	 	 	 	 	 	 	 	 	 	 	
Non-Cash Transactions:	 	 	 	 	 	 	 	 	 	 	
Adjustments to reflect redeemable partnership units at redemption value	 	$	404,447	 	$	467,165	 	$	(630,732	)	
Issuance of General Partner’s Class A units upon redemption of limited
partners’ Class A units for Vornado common shares	 	 	82,230	 	 	116,085	 	 	56,513	 	
Unrealized (loss) gain on securities available for sale	 	 	(20,150	)	 	(38,842	)	 	70,416	 	
Financing assumed in acquisitions	 	 	—	 	 	1,405,654	 	 	303,703	 	
Marketable securities transferred in connection with the legal defeasance
of mortgage notes payable	 	 	—	 	 	109,092	 	 	636,293	 	
Mortgage notes payable legally defeased	 	 	—	 	 	104,571	 	 	612,270	 	
Units issued in connection with acquisitions	 	 	—	 	 	62,059	 	 	—	 	
Increase in assets and liabilities resulting from the consolidation of
investments previously accounted for on the equity method (Beverly
Connection in November 2008 and H Street in April 2007) :	 	 	 	 	 	 	 	 	 	 	
Real estate, net	 	 	197,600	 	 	342,764	 	 	—	 	
Restricted cash	 	 	2,287	 	 	369	 	 	—	 	
Other assets	 	 	3,393	 	 	11,648	 	 	—	 	
Notes and mortgages payable	 	 	100,000	 	 	55,272	 	 	—	 	
Accounts payable and accrued expenses	 	 	2,069	 	 	3,101	 	 	—	 	
Deferred credit	 	 	—	 	 	2,407	 	 	—	 	
Deferred tax liabilities	 	 	—	 	 	112,797	 	 	—	 	
Other liabilities	 	 	—	 	 	71	 	 	—	 	
 
See notes to consolidated financial statements.

121

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.	Organization and Business	
Vornado Realty L.P. (the “Operating Partnership” and/or the “Company”) is a Delaware limited partnership. Vornado Realty Trust (“Vornado”) is the sole general partner of, and owned approximately 90.6% of the common limited partnership interest in, the Operating Partnership at December 31, 2008. All references to “we,” “us,” “our,” the “Company” and the “Operating Partnership” refer to Vornado Realty L.P. and its consolidated subsidiaries.
 
As of December 31, 2008, we own directly or indirectly:
 
Office Properties :
(i)         all or portions of 28 office properties aggregating approximately 16.1 million square feet in the New York City metropolitan area (primarily Manhattan);
 
(ii)      all or portions of 84 office properties aggregating 17.7 million square feet in the Washington, DC / Northern Virginia areas;
 
(iii)     a 70% controlling interest in 555 California Street, a three-building complex aggregating 1.8 million square feet in San Francisco’s financial district;
 
Retail Properties :
(iv)     176 retail properties in 21 states, Washington, DC and Puerto Rico aggregating approximately 21.9 million square feet, including 3.7 million square feet owned by tenants on land leased from us;
 
Merchandise Mart Properties :
(v)      8 properties in 5 states and Washington, DC aggregating approximately 8.9 million square feet of showroom and office space, including the 3.5 million square foot Merchandise Mart in Chicago;
 
Toys “R” Us, Inc.:
(vi)     a 32.7% interest in Toys “R” Us, Inc. which owns and/or operates 1,561 stores worldwide, including 847 stores in the United States and 714 toy stores internationally;
 
Other Real Estate Investments :
 
(vii)    32.5% of the common stock of Alexander’s, Inc. (NYSE: ALX), which has seven properties in the greater New York metropolitan area;
 
(viii)   the Hotel Pennsylvania in New York City, consisting of a hotel portion containing 1.0 million square feet with 1,700 rooms and a commercial portion containing 400,000 square feet of retail and office space;
 
(ix)      mezzanine loans to entities that have significant real estate assets; and
 
(x)      interests in other real estate, including interests in office, industrial and retail properties net leased to major corporations; 6 warehouse/industrial properties in New Jersey containing approximately 1.2 million square feet; and other investments and marketable securities.

122

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies	
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Vornado Realty L.P. and its majority-owned subsidiaries. All significant inter-company amounts have been eliminated. We account for unconsolidated partially owned entities on the equity method of accounting. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which 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 materially from those estimates.
 
Immaterial Restatement of Equity Presentation
As of December 31, 2008, in connection with Vornado’s preparation for the adoption of FASB Statement 160, which is effective on January 1, 2009, we evaluated the requirements of EITF Topic No. D-98, Classification and Measurement of Redeemable Securities (“Topic D-98”), with respect to the presentation within the equity section of our balance sheets for our redeemable equity securities (which include Class A units owned by third-parties, D Preferred and B-1 and B-2 Convertible units). Although we had classified these securities within “Partners’ Capital” in all of our previously issued consolidated financial statements, we have concluded that we are required to present these securities at their redemption value at each balance sheet date outside of “Partners’ Capital.” This error effects only the balance sheet presentation of our equity accounts and has no impact on income or earnings per unit or on cash flows for any period presented. Although we believe that the effects of these adjustments are not material to our previously issued consolidated financial statements, we have restated the affected balances of prior periods presented in the accompanying consolidated financial statements for comparability purposes and to conform to Vornado’s retrospective application of Topic D-98 in its consolidated financial statements. The tables below summarize the effects of such immaterial adjustments on our previously issued consolidated financial statements:
 
 	 	As of December 31, 2007	 	
(Amounts in thousands)	 	As Reported	 	Adjustment	 	As Adjusted	 	
 	 	 	 	 	 	 	 	 	 	 	
Redeemable partnership units, at redemption value	 	$	—	 	$	1,658,303	 	$	1,658,303	 	
Partners’ Capital	 	 	 	 	 	 	 	 	 	 	
Partners’ Capital	 	 	7,094,386	 	 	(984,434	)	 	6,109,952	 	
Earnings less than distributions	 	 	(42,824	)	 	(673,869	)	 	(716,693	)	
Accumulated other comprehensive income	 	 	29,772	 	 	—	 	 	29,772	 	
Total Partners’ Capital	 	$	7,081,334	 	$	(1,658,303	)	$	5,423,031	 	

 	 	As of December 31, 2006	 	
(Amounts in thousands)	 	As Reported	 	Adjustment	 	As Adjusted	 	
 	 	 	 	 	 	 	 	 	 	 	
Redeemable partnership units, at redemption value	 	$	—	 	$	2,212,965	 	$	2,212,965	 	
Partners’ Capital	 	 	 	 	 	 	 	 	 	 	
Partners’ Capital	 	 	7,063,392	 	 	(1,537,001	)	 	5,526,391	 	
Earnings less than distributions	 	 	(28,044	)	 	(675,964	)	 	(704,008	)	
Accumulated other comprehensive income	 	 	92,963	 	 	—	 	 	92,963	 	
Total Partners’ Capital	 	$	7,128,311	 	$	(2,212,965	)	$	4,915,346	 	
 	 	 	 	 	 	 	 	 	 	 	
 	 	As of December 31, 2005	 	
(Amounts in thousands)	 	As Reported	 	Adjustment	 	As Adjusted	 	
 	 	 	 	 	 	 	 	 	 	 	
Redeemable partnership units, at redemption value	 	$	—	 	$	1,629,809	 	$	1,629,809	 	
Partners’ Capital	 	 	 	 	 	 	 	 	 	 	
Partners’ Capital	 	 	6,030,546	 	 	(953,503	)	 	5,077,043	 	
Earnings in excess of (less than) distributions	 	 	144,507	 	 	(676,306	)	 	(531,799	)	
Accumulated other comprehensive income	 	 	83,406	 	 	—	 	 	83,406	 	
Total Partners’ Capital	 	$	6,258,459	 	$	(1,629,809	)	$	4,628,650	 	

 

123

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	
 
Significant Accounting Policies
Real Estate: Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the acquisition, improvement and leasing of real estate are capitalized. Maintenance and repairs are charged to operations as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the undepreciated net book value of the property carried forward, exceeds the estimated fair value of redeveloped property, the excess is charged to expense. Depreciation is provided on a straight-line basis over the assets’ estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Additions to real estate include interest expense capitalized during construction of $63,063,000 and $53,648,000, for the years ended December 31, 2008 and 2007, respectively.
 
Upon the acquisition of real estate, we assess the fair value of acquired assets (including land, buildings and improvements, and identified intangibles such as above and below-market leases and acquired in-place leases and customer relationships) and acquired liabilities in accordance with Statement of Financial Accounting Standards (“SFAS”) 141, Business Combinations and SFAS 142, Goodwill and Other Intangible Assets , and we allocate purchase price based on these assessments. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property.
 
Our properties, including any related intangible assets, are individually reviewed for impairment if events or circumstances change indicating that the carrying amount of the assets may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over our anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Our impairment analysis is based on our plans for the asset and the market information available to our management at the time the analysis is prepared. If our estimates of the projected future cash flows, our anticipated holding period for properties, or the estimated fair value of properties change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. In the year ended December 31, 2008, we recognized an aggregate of $78,069,000 of non-cash impairment charges on our wholly owned real estate assets related to certain development projects. No impairment charges were recognized in the years ended December 31, 2007 and 2006.

124

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	
 
Partially Owned Entities: In determining whether we have a controlling interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which we will absorb the majority of the entity’s expected losses, if they occur, or receive the majority of the expected residual returns, if they occur, or both. We have concluded that we do not control a partially owned entity, despite an ownership interest of 50% or greater, if the entity is not considered a variable interest entity and the approval of all of the partners/members is contractually required with respect to major decisions, such as operating and capital budgets, the sale, exchange or other disposition of real property, the hiring of a chief executive officer, the commencement, compromise or settlement of any lawsuit, legal proceeding or arbitration or the placement of new or additional financing secured by assets of the venture. This is the case with respect to our 50% interests in Monmouth Mall, MartParc Wells, MartParc Orleans, 478-486 Broadway, 968 Third Avenue, West 57 th Street properties and 825 Seventh Avenue. We account for investments on the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of investees’ net income or loss and cash contributions and distributions made during the year. Investments that do not qualify for consolidation or equity method accounting are accounted for on the cost method.
 
Our investments in partially owned entities are reviewed for impairment, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. The ultimate realization of our investments in partially owned entities is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the value of an investment is other than temporary. In the year ended December 31, 2008, we recognized $203,919,000 of non-cash impairment charges related to investments in partially owned entities, of which $107,882,000 represents our investment in Lexington Realty Trust and the remainder represents our share of certain ventures’ development costs. No impairment charges were recognized in the years ended December 31, 2007 and 2006.
 
Identified Intangibles: We record acquired intangible assets (including above-market leases, customer relationships and in-place leases) and acquired intangible liabilities (including below–market leases) at their estimated fair value separate and apart from goodwill. We amortize identified intangible assets and liabilities that are determined to have finite lives over the period the assets and liabilities are expected to contribute directly or indirectly to the future cash flows of the property or business acquired. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.
 
As of December 31, 2008 and 2007, the carrying amounts of identified intangible assets, a component of “other assets” on our consolidated balance sheets, were $525,950,000 and $563,359,000, respectively. In addition, the carrying amounts of identified intangible liabilities, a component of “deferred credit” on our consolidated balance sheets, were $719,822,000 and $814,098,000, respectively.
 
Mezzanine Loans Receivable: We invest in mezzanine loans to entities which have significant real estate assets. These investments, which are subordinate to the mortgage loans secured by the real property, are generally secured by pledges of the equity interests of the entities owning the underlying real estate. We record these investments at the stated principal amount net of any unamortized discount or premium. We accrete or amortize any discounts or premiums over the life of the related loan receivable utilizing the effective interest method, or straight-line method if the result is not materially different. We evaluate the collectibility of both interest and principal of each of our loans, if circumstances warrant, to determine whether they are impaired. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the investment to the estimated fair value of the loan or, as a practical expedient, to the value of the collateral if the loan is collateral dependent. In the year ended December 31, 2007, we recognized a $57,000,000 non-cash impairment charge on one of our mezzanine loans. Upon sale of a sub-participation in that loan during 2008, we reversed $10,300,000 of the charge recognized in 2007.

125

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	
Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments purchased with original maturities of three months or less. Cash and cash equivalents do not include cash escrowed under loan agreements and cash restricted in connection with an officer’s deferred compensation payable. The majority of our cash and cash equivalents are held at major commercial banks which may at times exceed the Federal Deposit Insurance Corporation limit. We have not experienced any losses to date on our invested cash.
 
Allowance for Doubtful Accounts: We periodically evaluate the collectibility of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease agreements. We also maintain an allowance for receivables arising from the straight-lining of rents. This receivable arises from earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. As of December 31, 2008 and 2007, we had $32,834,000 and $19,151,000, respectively, in allowances for doubtful accounts. In addition, as of December 31, 2008 and 2007, we had $5,773,000 and $3,076,000, respectively, in allowances for receivables arising from the straight-lining of rents.
 
Marketable Securities: We classify debt and equity securities which we intend to hold for an indefinite period of time as securities available-for-sale; equity securities we intend to buy and sell on a short term basis as trading securities; and mandatorily redeemable preferred stock investments which we intend to hold to maturity as securities held–to–maturity. Unrealized gains and losses on trading securities are included in earnings. Unrealized gains and losses on securities available-for-sale are included as a component of partners’ capital and other comprehensive income. Realized gains or losses on the sale of securities are recorded based on the weighted average cost of such securities.
 
We evaluate our portfolio of marketable securities for impairment as of each reporting period. For each of the securities in our portfolio with unrealized losses, we review the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline. In our evaluation, we consider our ability and intent to hold these investments for a reasonable period of time sufficient for us to recover our cost basis. We also evaluate the near-term prospects for each of these investments in relation to the severity and duration of the decline. In the year ended December 31, 2008, we recognized an aggregate of $76,352,000 of non-cash impairment charges related to investments in marketable securities, which is included as a component of “interest and other investment (loss) income, net” on our consolidated statement of income. Our conclusions were based on the severity and duration of the decline in the market value (“fair value” pursuant to SFAS 157) of these securities and our inability to forecast a recovery in the near term. No impairment charges were recognized in the years ended December 31, 2007 and 2006.
 
At December 31, 2008 and 2007, our marketable equity securities had an aggregate carrying amount of $120,499,000 and $215,134,000, and an aggregate fair value of $118,438,000 and $226,682,000, respectively. Accordingly, net unrealized (losses) gains were ($2,061,000) and $11,548,000 as of December 31, 2008 and 2007, respectively. At December 31, 2008 and 2007, our held-to-maturity securities had an aggregate carrying amount of $215,884,000 and $96,310,000, and an aggregate fair value of $164,728,000 and $96,310,000, respectively.
 
Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest expense. Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.
 
Fair Value of Financial Instruments: We have estimated the fair value of all financial instruments reflected in the accompanying consolidated balance sheets at amounts which are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analyses with regard to mezzanine loans and debt). While we chose not to elect the fair value option prescribed by Statement No.159, The Fair Value Option for Financial Assets and Liabilities (“SFAS 159”), for our financial assets and liabilities that had not been previously measured at fair value, the aggregate fair value of our mezzanine loans receivable was less than its aggregate carrying amount by approximately $55,452,000 as of December 31, 2008 and approximated its carrying amount at December 31, 2007. As of December 31, 2008, the estimated fair value of our consolidated debt was less than its carrying amount by approximately $1,177,806,000. As of December 31, 2007, the carrying amount of our consolidated debt exceeded its fair value by approximately $49,768,000. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our financial instruments.

126

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	
 
Revenue Recognition: We have the following revenue sources and revenue recognition policies:
 
 	•	Base Rent — income arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements under the leases. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances in which we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease.	
 
 	•	Percentage Rent — income arising from retail tenant leases that is contingent upon the sales of the tenant exceeding a defined threshold. These rents are recognized in accordance with Staff Accounting Bulletin No. 104: Revenue Recognition , which states that this income is to be recognized only after the contingency has been removed (i.e., sales thresholds have been achieved).	
 
 	•	Hotel Revenue — income arising from the operation of the Hotel Pennsylvania which consists of rooms revenue, food and beverage revenue, and banquet revenue. Income is recognized when rooms are occupied. Food and beverage and banquet revenue is recognized when the services have been rendered.	
 
 	•	Trade Shows Revenue — income arising from the operation of trade shows, including rentals of booths. This revenue is recognized when the trade shows have occurred.	
 
 	•	Expense Reimbursements — revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred.	
 
 	•	Management, Leasing and Other Fees – income arising from contractual agreements with third parties or with partially owned entities. This revenue is recognized as the related services are performed under the respective agreements.	
 
Derivative Instruments and Hedging Activities: SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by SFAS 133, we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
 
For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (loss) (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings.

127

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	
 
Income Taxes: Because we are structured as a partnership, our partners are responsible for income taxes on the earnings distributed to them. We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates. Our taxable REIT subsidiaries had a combined current income tax liability of approximately $21,357,000 and $15,361,000 for the years ended December 31, 2008 and 2007, respectively, and have immaterial differences between the financial reporting and tax basis of assets and liabilities.
 
In connection with purchase accounting for H Street, in July 2005 and April 2007 we recorded an aggregate of $222,174,000 of deferred tax liabilities representing the differences between the tax basis and the book basis of the acquired assets and liabilities multiplied by the effective tax rate. We were required to record these deferred tax liabilities because H Street and its partially owned entities were operated as C Corporations at the time they were acquired. As of January 16, 2008, we had completed all of the actions necessary to enable these entities to elect REIT status effective for the tax year beginning on January 1, 2008. Consequently, in the first quarter of 2008, we reversed the deferred tax liabilities and recognized an income tax benefit of $222,174,000 in our consolidated statement of income.
 
The net basis of our assets and liabilities for tax reporting purposes is approximately $3.4 billion lower than the amount reported in our consolidated financial statements.
 
Income Per Class A Unit: Basic income per Class A unit is computed based on weighted average units outstanding. Diluted income per Class A unit considers the effect of all potentially dilutive unit equivalents, including outstanding Vornado employee stock options, restricted units, warrants and convertible or redeemable securities.
 
Stock-Based Compensation: Stock-based compensation consists of awards to certain of Vornado’s employees and officers and consists of stock options, restricted Vornado common stock, restricted partnership units and out-performance plan awards. The terms of each of these awards are described in Note 11. Stock-Based Compensation. We account for all stock-based compensation in accordance with SFAS No. 123R, Share-Based Payment (“SFAS 123R”).
 
Stock option awards
 
We determine the value of stock option awards, using a binomial valuation model and appropriate market assumptions adjusted to include an estimated forfeiture factor which is based on our past history. Compensation expense for stock option awards is recognized on a straight-line basis over the vesting period, which is generally five years.
 
Restricted stock and Operating Partnership unit awards
 
Restricted stock awards are valued using the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, adjusted to include an estimated forfeiture factor which is based on our past history. Compensation expense is recognized on a straight-line basis over the vesting period, which is generally three to five years. Distributions paid on unvested units are charged to retained earnings. Distributions on units that are cancelled or terminated prior to vesting are charged to compensation expense in the period they are cancelled or terminated.
 
Restricted Operating Partnership unit awards are also valued using the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, adjusted to include an estimated forfeiture factor which is based on history. Compensation expense is recognized over the five year vesting period using a graded vesting attribution model as these awards are subject to the satisfaction of a performance condition. Distributions paid on unvested units are charged to retained earnings. Distributions on units that are cancelled or terminated prior to the satisfaction of the performance condition and vesting are charged to compensation expense in the period they are cancelled or terminated.
 
Out-performance plan awards
 
Out-performance plan awards are valued using a risk-free valuation model and appropriate market assumptions as of the date of grant, adjusted to include an estimated forfeiture factor which is based on our past history. Compensation expense is recognized over five years using a graded vesting attribution model as these awards are subject to the satisfaction of certain market and performance conditions, in addition to vesting.

128

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	
 
Recently Issued Accounting Literature
 
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosures about fair value measurements. SFAS 157 was effective for our financial assets and liabilities on January 1, 2008.  The FASB has deferred the implementation of the provisions of SFAS 157 relating to certain non-financial assets and liabilities until January 1, 2009. This standard did not materially affect how we determine fair value, but resulted in certain additional disclosures. SFAS 157 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 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. Financial assets and liabilities measured at fair value in our consolidated financial statements primarily consist of (i) marketable securities, (ii) the assets of our deferred compensation plan (primarily marketable securities and equity investments in limited partnerships), for which there is a corresponding liability on our consolidated balance sheets and (iii) Redeemable Class A units, held by third-parties. Financial assets and liabilities measured at fair value as of December 31, 2008 are presented in the table below based on their level in the fair value hierarchy.
 
 	 	 	 	Fair Value Hierarchy (1)	 	
(Amounts in thousands)	 	Total	 	Level 1	 	Level 2	 	Level 3	 	
Marketable securities	$	118,438	$	118,438	 	$	—	 	$	—	 	
Deferred compensation plan assets (included in
other assets)	 	69,945	 	35,769	 	 	—	 	 	34,176	 	
Interest rate caps (included in other assets)	 	25	 	—	 	 	25	 	 	—	 	
Total Assets	$	188,408	$	154,207	 	$	25	 	$	34,176	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Class A units	$	882,740	$	—	 	$	882,740	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Deferred compensation plan liabilities	$	69,945	$	35,769	 	$	—	 	$	34,176	 	
___________________
 	(1)	We chose not to elect the fair value option prescribed by SFAS 159, for our financial assets and liabilities that had not been previously measured at fair value. These financial assets and liabilities include our outstanding debt, accounts receivable, accounts payable and investments in partially owned entities.	
 
The fair value of Level 3 “deferred compensation plan assets” represents equity investments in certain limited partnerships, for which there is a corresponding Level 3 liability to the plan’s participants. The following is a summary of changes in Level 3 deferred compensation plan assets and liabilities, for the year ended December 31, 2008.
 
(Amounts in thousands)	 	Beginning Balance	 	Total Realized/ Unrealized Losses	 	Purchases,
Sales, Other Settlements and Issuances, net	 	Ending
Balance	 	
 	 	 	 	 	 	 	 	 	 	 	 	
For the year ended
December 31, 2008	$	50,578	$	(15,407	)	$	(995	)	$	34,176	 	

129

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	

In February 2007, the FASB issued SFAS 159, which permits companies to measure many financial instruments and certain other items at fair value.  SFAS 159 was effective on January 1, 2008. We did not elect the fair value option for any of our existing financial instruments on the effective date and have not determined whether we will elect this option for any eligible financial instruments we acquire in the future.
 
In December 2007, the FASB issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R broadens the guidance of SFAS 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R also broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations; and acquisition related costs will generally be expensed rather than included as part of the basis of the acquisition. SFAS 141R expands required disclosures to improve the ability to evaluate the nature and financial effects of business combinations. SFAS 141R is effective for all transactions entered into on or after January 1, 2009. The adoption of this standard on January 1, 2009 could materially impact future financial results to the extent that we acquire significant amounts of real estate, in part because acquisition costs will be expensed as incurred compared to our current practice of capitalizing such costs and amortizing them over the estimated useful life of the assets acquired.
 
In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires a noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be identified in the consolidated financial statements. SFAS 160 also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.
   
In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133 (“SFAS 161”) . SFAS 161 requires enhanced disclosures related to derivative instruments and hedging activities, including disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 , and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. SFAS 161 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.

130

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.	Basis of Presentation and Significant Accounting Policies – continued	
 
In May 2008, the FASB issued Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement) , (the “FSP”), which is effective for us on January 1, 2009 and requires retrospective application. The adoption of this FSP will affect the accounting for our convertible debentures due to Vornado and our exchangeable senior debentures and Series D-13 convertible preferred units. The FSP requires the initial proceeds from the sale of our convertible and exchangeable senior debentures and Series D-13 convertible preferred units to be allocated between a liability component and an equity component. The resulting discount will be amortized using the effective interest method over the period the debt is expected to remain outstanding as additional interest expense. The adoption of the FSP on January 1, 2009 will result in the recognition of an aggregate unamortized debt discount of $139,937,000 (as of December 31, 2008) in our consolidated balance sheets and additional interest expense in our consolidated statements of income. Our current estimate of the incremental interest expense for each reporting period is as follows:
 
(Amounts in thousands)	 	 	 	 	
For the year ended December 31:	 	 	 	 	
2005	 	$	3,779	 	
2006	 	 	6,736	 	
2007	 	 	31,323	 	
2008	 	 	40,387	 	
2009	 	 	41,532	 	
2010	 	 	44,013	 	
2011	 	 	45,097	 	
2012	 	 	9,133	 	

In May 2008, the FASB issued Statement No. 163, Accounting for Financial Guarantee Insurance Contracts (“SFAS 163”). SFAS 163 was issued to decrease inconsistencies within Statement No. 60, Accounting and Reporting by Insurance Enterprises , and clarify how it applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition of premium revenue and claim liabilities. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.
 
In June 2008, the FASB ratified EITF Issue 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-5”). Paragraph 11(a) of SFAS 133 specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope exception. EITF 07-5 is effective on January 1, 2009. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

131

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3.	Acquisitions and Investments	
 
There were no material real estate acquisitions or investments during 2008. We completed approximately $4,045,400,000 of real estate acquisitions and investments in 2007. We record the assets (primarily land, building, in-place and above market leases) and liabilities (primarily mortgage debt and below market leases) acquired in real estate acquisitions at their estimated fair values. Below are the details of our 2007 acquisitions.
 
New York Office:
100 West 33 rd Street, New York City / Manhattan Mall
 
On January 10, 2007, we acquired the 100 West 33 rd Street, New York City / Manhattan Mall for approximately $689,000,000 in cash. This mixed-use property is located on the entire Sixth Avenue block-front between 32 nd and 33 rd Streets in Manhattan and contains approximately 1,000,000 square feet, including 845,000 square feet of office space and 164,000 square feet of retail space. Included as part of the acquisition were 250,000 square feet of additional air rights. The property is adjacent to our Hotel Pennsylvania. At closing, we completed a $232,000,000 financing secured by the property, which bears interest at LIBOR plus 0.55% and matures in two years with three one-year extension options. The operations of the office component of the property are included in the New York Office segment and the operations of the retail component are included in the Retail segment. We consolidate the accounts of this property into our consolidated financial statements from the date of acquisition.
 
1290 Avenue of the Americas and 555 California Street
 
On May 24, 2007, we acquired a 70% controlling interest in 1290 Avenue of the Americas, a 2,000,000 square foot Manhattan office building located on the block-front between 51 st and 52 nd Street on Avenue of the Americas, and the three-building 555 California Street complex (“555 California Street”) containing 1,800,000 square feet, known as the Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district. The purchase price for our 70% interest in the real estate was approximately $1.8 billion, consisting of $1.0 billion of cash and $797,000,000 of existing debt. Our share of the debt was comprised of $308,000,000 secured by 1290 Avenue of the Americas and $489,000,000 secured by 555 California Street. Our 70% interest was acquired through the purchase of all of the shares of a group of foreign companies that own, through U.S. entities, the 1% sole general partnership interest and a 69% limited partnership interest in the partnerships that own the two properties. The remaining 30% limited partnership interest is owned by Donald J. Trump. The operations of 1290 Avenue of the Americas are included in the New York Office segment and the operations of 555 California Street are included in the Other segment. We consolidate the accounts of these properties into our consolidated financial statements from the date of acquisition.

132

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3.	Acquisitions and Investments - continued	
 
Washington, DC Office:
 
H Street Building Corporation (“H Street”)
 
In July 2005, we acquired H Street, which owns a 50% interest in real estate assets located in Pentagon City, Virginia and Washington, DC. On April 30, 2007, we acquired the corporations that own the remaining 50% interest in these assets for approximately $383,000,000, consisting of $322,000,000 in cash and $61,000,000 of existing mortgages. These assets include twin office buildings located in Washington, DC, containing 577,000 square feet, and assets located in Pentagon City, Virginia, comprising 34 acres of land leased to three residential and retail operators, a 1,680 unit high-rise apartment complex and 10 acres of vacant land. Beginning on April 30, 2007, we consolidated the accounts of these entities into our consolidated financial statements and no longer account for them on the equity method.
 
Further, we agreed to sell approximately 19.6 of the 34 acres of land to one of the existing ground lessees in two closings over a two-year period for approximately $220,000,000. On May 11, 2007, we closed on the sale of 11 of the 19.6 acres for $104,000,000 and received $5,000,000 in cash and a $99,000,000 short-term note. On September 28, 2007, the buyer pre-paid the note in cash and we recognized a net gain on sale of $4,803,000.
 
BNA Complex
 
On August 9, 2007, we acquired a three building complex from The Bureau of National Affairs, Inc. (“BNA”) for $111,000,000 in cash. The complex contains approximately 300,000 square feet and is located in Washington’s West End between Georgetown and the Central Business District. We plan to convert two of these buildings into rental apartments. We consolidate the accounts of these properties into our consolidated financial statements from the date of acquisition.

133

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  3.	Acquisitions and Investments – continued	
 
Retail:
 
Bruckner Plaza, Bronx, New York
 
On January 11, 2007, we acquired the Bruckner Plaza shopping center, containing 386,000 square feet, for $165,000,000 in cash. Also included as part of the acquisition was an adjacent parcel which is ground leased to a third party. The property is located on Bruckner Boulevard in the Bronx, New York. We consolidated the accounts of this property into our consolidated financial statements from the date of acquisition.
 
Shopping Center Portfolio Acquisition
 
On June 26, 2007, we entered into an agreement to acquire a portfolio of 15 shopping centers aggregating approximately 1.9 million square feet for an aggregate purchase price of $351,000,000. The properties are located primarily in Northern New Jersey and Long Island, New York. We have completed the acquisition of nine of these properties for an aggregate purchase price of $250,478,000, consisting of $109,279,000 in cash, $49,599,000 in preferred units, $12,460,000 of Class A units and $79,140,000 of existing mortgage debt. In December 2007, we determined not to complete the acquisition of the remaining six properties and expensed $2,700,000 which is included as a component of “impairment losses on development projects and costs of acquisitions not consummated” on our consolidated statement of income for the year ended December 31, 2007.
 
Other:
 
India Real Estate Ventures
 
In August 2008, we entered into a joint venture with Reliance Industries Limited (“Reliance”) (BSE: RIL), under which each partner has an equal ownership interest, to acquire, develop, and operate retail shopping centers across key cities in India. We are also a partner in four other joint ventures established to develop real estate in India’s major cities. During the year ended December 31, 2008, we funded an aggregate of $50,387,000 in cash to our India ventures, including $7,500,000 to the Reliance venture and $34,077,000 to the India Property Fund L.P. (“IPF”). As of December 31, 2008, our aggregate investment in all of these ventures was $89,295,000 and our remaining capital commitment is approximately $192,000,000. At December 31, 2008 and 2007, our ownership interest in IPF was 36.5% and 50.6%, respectively. Based on the reduction of our ownership interest in 2008, we no longer consolidate the accounts of IPF into our consolidated financial statements and beginning on January 1, 2008 we account for IPF under the equity method.
 
Filene’s, Boston, Massachusetts
 
On January 26, 2007, a joint venture in which we have a 50% interest, acquired the Filene’s property located in the Downtown Crossing district of Boston, Massachusetts for approximately $100,000,000 in cash, of which our share was $50,000,000. We account for our investment in the joint venture on the equity method. In the fourth quarter of 2008, the venture deferred the development of this project and accordingly, we wrote-off $37,000,000 for our 50% share of development costs, which is included as a component of “(loss) income from partially owned entities” on our consolidated statement of income.

 

134

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4.	Discontinued Operations	
In accordance with the provisions of SFAS 144, Accounting for the Impairment and Disposal of Long-Lived Assets , we have reclassified the revenues and expenses of properties and businesses sold or to be sold 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 periods presented in the accompanying consolidated financial statements.
 
The net gains resulting from the disposition of the properties below are included in “income from discontinued operations” on our consolidated statements of income.
 
424 Sixth Avenue
 
On March 13, 2006, we sold 424 Sixth Avenue, a 10,000 square foot retail property located in New York City, for $22,000,000, which resulted in a net gain of $9,218,000.
 
33 North Dearborn Street
 
On March 14, 2006, we sold 33 North Dearborn Street, a 336,000 square foot office building located in Chicago, Illinois, for $46,000,000, which resulted in a net gain of $4,835,000. All of the proceeds from the sale have been reinvested in tax-free “like-kind” exchange investments in accordance with Section 1031.
 
1919 South Eads Street
 
On June 22, 2006, we sold 1919 South Eads Street, a 96,000 square foot office building located in Arlington, Virginia, for $38,400,000, which resulted in a net gain of $17,609,000. All of the proceeds from the sale have been reinvested in tax-free “like-kind” exchange investments in accordance with Section 1031.
 
Vineland, New Jersey Shopping Center Property
 
On July 16, 2007, we sold our Vineland, New Jersey shopping center property for $2,774,000 in cash, which resulted in a net gain of $1,708,000.
 
Crystal Mall Two
 
On August 9, 2007, we sold Crystal Mall Two, a 277,000 square foot office building located at 1801 South Bell Street in Crystal City for $103,600,000, which resulted in a net gain of $19,893,000. All of the proceeds from the sale have been reinvested in tax-free “like-kind” exchange investments in accordance with Section 1031.
 
Arlington Plaza
 
On October 17, 2007, we sold Arlington Plaza, a 188,000 square foot office building located in Arlington, Virginia for $71,500,000, resulting in a net gain of $33,900,000.
 
Americold Realty Trust (“Americold”)
 
On March 31, 2008, we sold our 47.6% interest in Americold, our Temperature Controlled Logistics segment for $220,000,000 in cash, which resulted in a net gain of $112,690,000.
 
Tysons Dulles Plaza
 
On June 6, 2008, we sold our Tysons Dulles Plaza office building complex for $152,800,000 in cash, which resulted in a net gain of $56,831,000.

 

135

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
4.	Discontinued Operations – continued	
 
The following table sets forth the assets (primarily the net book value of real estate) related to discontinued operations.
 
(Amounts in thousands)	 	December 31,	 	
 	 	2008	 	2007	 	
H Street – 8.6 acres of land subject to ground leases (see page 133)	 	$	108,292	 	$	108,470	 	
Retail Properties	 	 	2,088	 	 	4,030	 	
Americold	 	 	—	 	 	1,424,770	 	
Tysons Dulles Plaza	 	 	—	 	 	95,048	 	
 	 	$	110,380	 	$	1,632,318	 	

The following table sets forth the liabilities (primarily mortgage debt) related to discontinued operations as of December 31, 2008 and 2007.
 
(Amounts in thousands)	 	December 31,	 	
 	 	2008	 	2007	 	
Americold	 	$	750	 	$	1,332,627	 	
Tysons Dulles Plaza	 	 	—	 	 	3	 	
 	 	$	750	 	$	1,332,630	 	

The following table sets forth the combined results of discontinued operations for the years ended December 31, 2008, 2007 and 2006.
 
(Amounts in thousands)	 	For the Year Ended December 31,	 	
 	 	2008	 	2007	 	2006	 	
Total revenues	 	$	222,361	 	$	865,584	 	$	813,665	 	
Total expenses	 	 	222,042	 	 	866,119	 	 	815,231	 	
Net income (loss)	 	 	319	 	 	(535	)	 	(1,566	)	
Net gains on sale of real estate	 	 	170,213	 	 	64,981	 	 	33,769	 	
Income from discontinued operations	 	$	170,532	 	$	64,446	 	$	32,203	 	

 

136

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
5.	Derivative Instruments and Related Marketable Securities	
Investment in McDonald’s Corporation (“McDonalds”) (NYSE: MCD)
 
We owned an economic interest in 14,565,500 McDonalds’ common shares through a series of privately negotiated transactions with a financial institution pursuant to which we purchased a call option and simultaneously sold a put option at the same strike price on McDonalds’ common shares. These call and put options had an initial weighted-average strike price of $32.66 per share, or an aggregate of $475,692,000 and provided for net cash settlement. Under these agreements, the strike price for each pair of options increased at an annual rate of LIBOR plus 45 basis points and was decreased for dividends received. The options provided us with the same economic gain or loss as if we had purchased the underlying common shares and borrowed the aggregate purchase price at an annual rate of LIBOR plus 45 basis points. Because these options were derivatives and did not qualify for hedge accounting treatment, the gains or losses resulting from the mark-to-market of the options at the end of each reporting period were recognized as “interest and other investment income, net” on our consolidated statements of income. During 2006, we sold 2,119,500 of these shares at a weighted average price of $35.49 per share, and acquired an additional 1,250,000 option shares at a weighted average price of $33.08 per share. During 2007, we settled the 13,695,500 remaining option shares and received an aggregate of $260,719,000 in cash. We recognized net gains of $108,821,000 and $138,815,000 in the years ended December 31, 2007 and 2006, respectively, representing income from the mark-to-market of these shares during the period of our ownership through their settlement, net of related LIBOR charges.
 
In addition to the above, in October 2007, we sold 858,000 McDonald’s common shares for aggregate proceeds of $48,434,000, or $56.45 per share, and recognized a net gain of $23,090,000, representing accumulated appreciation during the period of our ownership. The shares were acquired in 2005 at a weighted average price of $29.54 per share, and were classified as “available-for-sale” marketable equity securities on our consolidated balance sheet.
 
The aggregate net gain from inception of our investments in McDonalds in 2005 through final settlement in October 2007 was $289,414,000.
 
Investment in Sears, Roebuck and Co. (“Sears”)
 
We owned an economic interest in 7,916,900 Sears’ common shares through a series of privately negotiated transactions with a financial institution pursuant to which we purchased a call option and simultaneously sold a put option at the same strike price on Sears’ common shares. These call and put options had an initial weighted-average strike price of $39.82 per share, or an aggregate of $315,250,000. Under these agreements, the strike price for each pair of options increased at an annual rate of LIBOR plus 45 basis points and was decreased for dividends received. The options provided us with the same economic gain or loss as if we had purchased the underlying common shares and borrowed the aggregate strike price at an annual rate of LIBOR plus 45 basis points. Because these options were derivatives and did not qualify for hedge accounting treatment, the gains or losses resulting from the mark-to-market of the options at the end of each reporting period were recognized as “interest and other investment income, net” on our consolidated statements of income. On March 30, 2005, as a result of the merger between Sears and Kmart and pursuant to the terms of the contract, our derivative position representing 7,916,900 Sears common shares became a derivative position representing 2,491,819 common shares of Sears Holdings, Inc. (“Sears Holdings”) (Nasdaq: SHLD) valued at $323,936,000 based on the then closing share price of $130.00 and $146,663,000 of cash. During 2005 we sold 402,660 of the option shares at a weighted average price of $124.44 per share. During 2006, we settled the remaining 2,089,159 option shares at a weighted average price of $125.43 per share, resulting in a net gain of $18,611,000. The aggregate net gain realized from inception of this investment in 2004 through settlement was $142,877,000.
 
Investment in Sears Canada, Inc. (“Sears Canada”)
 
On April 3, 2006, we tendered the 7,500,000 Sears Canada shares we owned to Sears Holdings at the increased tender price of Cdn. $18.00 per share (the equivalent at that time of US $15.68 per share), which resulted in a net gain of $55,438,000, the difference between the tender price, and our carrying amount of $8.29 per share. Together with income recognized in the fourth quarter of 2005 that resulted from a Sears Canada special dividend, the aggregate net gain from inception in 2005 on our $143,737,000 investment was $78,323,000.

137

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
5.	Derivative Instruments and Related Marketable Securities - continued	

GMH Communities L.P. Stock Purchase Warrants
 
We owned warrants to acquire GMH Communities L.P. (“GMH”) common equity. The warrants entitled us to acquire (i) 6,666,667 GMH limited partnership units at an exercise price of $7.50 per unit and (ii) 5,496,724 GMH limited partnership units at an exercise price of $8.22 per unit. The warrants were accounted for as derivative instruments that did not qualify for hedge accounting treatment. Accordingly, the gains or losses resulting form the mark-to-market of the warrants at the end of each reporting period were recognized as “interest and other investment income, net” on our consolidated statements of income.
 
On November 3, 2004, we exercised our first tranche of warrants to acquire 6,666,667 limited partnership units at a price of $7.50 per unit, or an aggregate of $50,000,000. On May 2, 2006, the date our remaining GMH warrants were to expire, we received 1,817,247 GMH Communities Trust (NYSE: GCT) (“GCT”) common shares through an automatic cashless exercise, which resulted in the recognition of a net loss of $16,370,000, the difference between the value of the GCT common shares received on May 2, 2006 and GCT’s closing share price of $15.51 on December 31,2005.
 
6.	Investments in Partially Owned Entities	
 
Toys “R” Us (“Toys”)
As of December 31, 2008, we own 32.7% of Toys. The business of Toys is highly seasonal. Historically, Toys’ fourth quarter net income accounts for more than 80% of its fiscal year net income. Because Toys’ fiscal year ends on the Saturday nearest January 31, we record our 32.7% share of Toys’ net income or loss on a one-quarter lag basis.
 
In July 2008, in connection with an audit of Toys’ purchase accounting basis financial statements for its fiscal years 2006 and 2007, it was determined that the purchase accounting basis income tax expense was understated. Our share of this non-cash charge was $14,900,000, which we recognized as part of our equity in Toys’ net loss in the second quarter of 2008. This non-cash charge had no effect on cash actually paid for income taxes or Toys’ previously issued Recap basis consolidated financial statements.
 
In 2006, Toys closed 87 Toys “R” Us stores in the United States as a result of its store-closing program. Toys incurred restructuring and other charges aggregating approximately $127,000,000 before tax, which includes $44,000,000 for the cost of liquidating the inventory. Our share of the $127,000,000 charge was $42,000,000, of which $27,300,000 had no income statement effect as a result of purchase accounting and the remaining portion relating to the cost of liquidating inventory of approximately $9,100,000 after-tax, was recognized as an expense as part of our equity in Toys’ net income in 2006.
 
Below is a summary of Toys’ latest available financial information presented on a purchase accounting basis:

(Amounts in millions)	 	 	 	 	 	
Balance Sheet:	 	As of November 1, 2008	 	As of November 3, 2007	 	
Total Assets	 	$	12,410	 	$	12,636	 	
Total Liabilities	 	 	11,481	 	 	11,645	 	
Total Equity	 	 	929	 	 	991	 	

 	 	For the Twelve Months Ended	 	
Income Statement:	 	November 1, 2008	 	 	November 3, 2007	 	October 28, 2006	 	
Total Revenue	 	$	14,090	 	 	$	13,646	 	$	12,205	 	
Net Loss	 	 	(13	  )	 	 	(65	)	 	(143	)	

138

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.	Investments in Partially Owned Entities - continued	
 
Alexander’s, Inc. (NYSE: ALX) (“Alexander’s”)
We owned 32.5% and 32.8% of the outstanding common shares of Alexander’s at December 31, 2008 and 2007, respectively. We manage, lease and develop Alexander’s properties pursuant to the agreements described below which expire in March of each year and are automatically renewable. At December 31, 2008 the fair value of our investment in Alexander’s, based on Alexander’s December 31, 2008 closing share price of $254.90, was $421,622,000.
 
Management and Development Agreements
 
We receive an annual fee for managing Alexander’s and all of its properties equal to the sum of (i) $3,000,000, (ii) 3% of the gross income from the Kings Plaza Regional Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue and (iv) $234,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.
 
In addition, we are entitled to a development fee of 6% of development costs, as defined, with minimum guaranteed payments of $750,000 per annum. During the years ended December 31, 2008, 2007 and 2006, we recognized $4,101,000, $4,482,000 and $725,000, respectively, of development fee income.
 
Leasing Agreements
 
We provide Alexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander’s tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander’s assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, or 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more. The total of these amounts is payable to us in annual installments in an amount not to exceed $4,000,000 with interest on the unpaid balance at one-year LIBOR plus 1.0% (5.19% at December 31, 2008).
 
Other Agreements
 
Building Maintenance Services (“BMS”), our wholly-owned subsidiary, supervises the cleaning, engineering and security services at Alexander’s 731 Lexington Avenue and Kings Plaza properties for an annual fee of the costs for such services plus 6%. During the years ended December 31, 2008, 2007 and 2006, we recognized $2,083,000, $3,016,000 and $2,828,000, respectively, of income under these agreements.

139

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.	Investments in Partially Owned Entities - continued	
 
Lexington Realty Trust (“Lexington”) (NYSE: LXP)
On December 31, 2006, Newkirk Realty Trust (NYSE: NKT) was acquired in a merger by Lexington, a real estate investment trust that invests in, owns and manages commercial properties net leased to major corporations throughout the United States. We owned 10,186,991 Newkirk Master Limited Partnership (“Newkirk MLP”) units (representing a 15.8% ownership interest), which was also acquired by Lexington as a subsidiary and was renamed Lexington Master Limited Partnership (“Lexington MLP”). The units in Newkirk MLP, which we accounted for on the equity method, were converted on a 0.80 for 1 basis into limited partnership units of Lexington MLP, which we also account for on the equity method. In addition, upon the merger, Newkirk terminated its advisory agreement with NKT Advisors, in which we had a 20.0% interest, for an aggregate payment of $12,500,000, of which our share was $2,300,000. On December 31, 2006, we recognized a net gain of $10,362,000, as a result of the merger transactions, which is included on a component of “(loss) income from partially owned entities” on our consolidated statement of income.
 
In connection with the above transactions, we owned 8,149,592 limited partnership units of Lexington MLP which were exchangeable on a one-for-one basis into Lexington common shares, or a 7.7% limited partnership interest. On October 28, 2008, we acquired 8,000,000 Lexington common shares for $5.60 per share, or $44,800,000. The purchase price consisted of $22,400,000 in cash and a $22,400,000 margin loan recourse only to the 8,000,000 shares acquired. In addition, we exchanged our existing limited partnership units in Lexington MLP for 8,149,592 Lexington common shares. As of December 31, 2008, we own 16,149,592 Lexington common shares, or approximately 17.2% of Lexington’s common equity. We account for our investment in Lexington on the equity method and record our pro rata share of Lexington’s net income or loss on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements.
 
Based on Lexington’s December 31, 2008 closing share price of $5.00, the market value (“fair value” pursuant to SFAS 157) of our investment in Lexington was $80,748,000, or $100,707,000 below the carrying amount on our consolidated balance sheet. We have concluded that our investment in Lexington is “other-than-temporarily” impaired and recorded a $100,707,000 non-cash impairment loss in the fourth quarter of 2008. Together with impairment changes recorded in the nine months ended September 30, 2008, we recognized an aggregate of $107,882,000 of non-cash charges on our investment in Lexington. Our conclusions were based on the recent deterioration in the capital and financial markets and our inability to forecast a recovery in the near-term. These charges are included as a component of “(loss) income from partially owned entities,” on our consolidated statement of income.
 
GMH
In June 2008, pursuant to the sale of GMH’s military housing division and the merger of its student housing division with American Campus Communities, Inc. (“ACC”) (NYSE: ACC), we received an aggregate of $105,180,000, consisting of $82,142,000 in cash and 753,126 shares of ACC common stock valued at $23,038,000 based on ACC’s then closing share price of $30.59, in exchange for our entire interest in GMH. We subsequently sold all of the ACC common shares. The above transactions resulted in a net gain of $2,038,000 which is included as a component of “net gains on disposition of wholly owned and partially owned assets other than depreciable real estate” in our consolidated statement of income. The aggregate net income realized from inception of this investment in 2004 through its disposition was $77,000,000.
 
Real Estate Joint Ventures’ Development Costs
 
During 2008, we recognized non-cash charges aggregating $96,037,000, for the write-off of our share of certain partially owned entities’ development costs, as these projects were either deferred or abandoned. These charges include $37,000,000 in the fourth quarter of 2008, for our 50% share of costs in connection with the redevelopment of the Filene’s property in Boston, Massachusetts and $23,000,000 in the first quarter of 2008, for our 50% share of costs in connection with the abandonment of the “arena move”/Moynihan East portions of the Farley project. Such charges are included as a component of “(loss) income from partially owned entities,” on our consolidated statement of income.

140

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.	Investments in Partially Owned Entities – continued	
Investments in partially owned entities as of December 31, 2008 and 2007 and income recognized from such investments for the years ended December 31, 2008, 2007 and 2006 are as follows:
 
Investments:

(Amounts in thousands)	 	Percentage	 	 	 	
 	 	Ownership as of	 	As of December 31,	 	
	 	December 31, 2008	 	2008	 	2007	 	
 	 	 	 	 	 	 	 	 	 	
Toys	 	32.7%	 	$	293,096	 	$	298,089	 	
 	 	 	 	 	 	 	 	 	 	
Partially owned office buildings (1)	 	(1)	 	$	157,468	 	$	161,411	 	
Lexington (see page 140)	 	17.2%	 	 	80,748	 	 	160,868	 	
India real estate ventures	 	4%-50%	 	 	88,858	 	 	123,997	 	
Alexander’s	 	32.5%	 	 	137,305	 	 	122,797	 	
GMH (sold in June 2008)	 	—	 	 	—	 	 	103,260	 	
Beverly Connection (2)	 	50%	 	 	—	 	 	91,302	 	
Other equity method investments (3)	 	(3)	 	 	325,775	 	 	443,107	 	
 	 	 	 	$	790,154	 	$	1,206,742	 	
____________________________

 	(1)	Includes interests in 330 Madison Avenue (25%), 825 Seventh Avenue (50%), Fairfax Square (20%), Kaempfer equity interests in three office buildings (2.5% to 5.0%), Rosslyn Plaza (46%) and West 57 th Street properties (50%).	
 
 	(2)	As of November 13, 2008, our joint venture partner’s failure to contribute its pro rata share of required capital resulted in our ability under the joint venture agreement to assert unilateral control over major business decisions and accordingly, we began to consolidate our investment pursuant to Accounting Research Bulletin (“ARB”) 51, Consolidated Financial Statements .	
 
 	(3)	Includes interests in Monmouth Mall and redevelopment ventures including Boston Filene’s, Harlem Park and Farley Project.	

141

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.	Investments in Partially Owned Entities – continued	
 
Our Share of Net Income (Loss):	 	For the Years Ended December 31,	 	
(Amounts in thousands)	 	2008	2007	2006	 	
 	 	 	 	 	 	 	 	 	 	 	
Toys:	 	 	 	 	 	 	 	 	 	 	
32.7% share in 2008 and 2007 and 32.9% in 2006:
Equity in net loss	 	$	(5,785	)	$	(20,957	)	$	(56,218	)	
Interest and other income	 	 	8,165	 	 	6,620	 	 	8,698	 	
 	 	$	2,380	 	$	(14,337	)	$	(47,520	)	
Alexander’s:	 	 	 	 	 	 	 	 	 	 	
32.5% share in 2008, 32.8% in 2007 and 2006 of:	 	 	 	 	 	 	 	 	 	 	
Equity in net income before reversal (accrual) of stock
appreciation rights compensation expense and net
gain on sale of condominiums	 	$	17,484	 	$	22,624	 	$	19,120	 	
Reversal (accrual) of stock appreciation rights
compensation expense	 	 	6,583	 	 	14,280	 	 	(49,043	)	
Net gain on sale of condominiums	 	 	—	 	 	420	 	 	4,580	 	
Equity in net income (loss)	 	 	24,067	 	 	37,324	 	 	(25,343	)	
Management and leasing fees	 	 	8,503	 	 	8,783	 	 	10,088	 	
Development fees	 	 	4,101	 	 	4,482	 	 	725	 	
 	 	$	36,671	 	$	50,589	 	$	(14,530	)	

 	 	 	 	 	 	 	 	 	 	 	
Lexington (see page 140)	 	$	(105,630	) (1)	$	2,211	 	$	34,459	(2)	
 	 	 	 	 	 	 	 	 	 	 	
Beverly Connection (3) :	 	 	 	 	 	 	 	 	 	 	
50% share of equity in net loss	 	 	(8,706	) (4)	 	(7,031	)	 	(8,567	)	
Interest and other income	 	 	14,450	 	 	12,141	 	 	10,837	 	
 	 	 	5,744	 	 	5,110	 	 	2,270	 	

India Real Estate Ventures:	 	 	 	 	 	 	 	 	 	 	
4% to 50% share of equity in net losses	 	 	(3,336	)	 	—	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	
GMH:	 	 	 	 	 	 	 	 	 	 	
13.8% share in 2007 and 13.5% in 2006:
Equity in net income (loss)	 	 	—	 	 	6,463	 	 	(1,013	)	
 	 	 	 	 	 	 	 	 	 	 	
H Street non-consolidated entities:	 	 	 	 	 	 	 	 	 	 	
50% share of equity in net income	 	 	—	 	 	5,923	(5)	 	11,074	(6)	
 	 	 	 	 	 	 	 	 	 	 	
Other (7)	 	 	(92,656	) (8)	 	12,184	 	 	13,565	 	
 	 	$	(195,878	)	$	31,891	 	$	60,355	 	
_________________________
See notes on following page.

142

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.	Investments in Partially Owned Entities – continued	
Notes to preceding tabular information (in thousands):
 
 	(1)	Includes $107,882 for non-cash impairment charges.	
 
 	(2)	Includes (i) a $10,362 net gain recognized as a result of the acquisition of Newkirk by Lexington and (ii) $10,842 for our share of Newkirk MLP’s net gains on sale of real estate.	
 
 	(3)	As of November 13, 2008, our joint venture partner’s failure to contribute its pro rata share of required capital resulted in our ability under the joint venture agreement to assert unilateral control over major business decisions and accordingly, we began to consolidate our investment pursuant to ARB 51.	
 
 	(4)	Includes $4,100 for the reversal of a non-cash charge recorded by the joint venture in prior periods which, pursuant to paragraph 19(n) of Accounting Principles Board Opinion 18, The Equity Method of Accounting For Investments In Common Stock, should have been eliminated in the determination of our share of the earnings of the venture. In addition, in accordance with EITF 99-10, during the quarter ended September 30, 2008 our partner’s capital account was reduced to zero and, accordingly, we recognized $1,528 of additional net loss for the portion that related to our partner’s pro rata share of the venture’s net loss.	
 
 	(5)	Represents our 50% share of equity in net income from January 1, 2007 through April 29, 2007. On April 30, 2007, we acquired the remaining 50% interest of these entities and began to consolidate the accounts into our consolidated financial statements and no longer account for this investment under the equity method.	
 
 	(6)	Prior to the quarter ended June 30, 2006, two 50% owned entities that were contesting our acquisition of H Street impeded our access to their financial information and accordingly, we were unable to record our pro rata share of their earnings. 2006 includes $3,890 for our 50% share of their earnings for the period from July 20, 2005 (date of acquisition) to December 31, 2005.	
 
 	(7)	Includes our equity in net earnings of partially owned entities, including partially owned office buildings in New York and Washington, DC, the Monmouth Mall, Dune Capital LP, Verde Group LLC and other equity method investments.	
 
 	(8)	Includes $96,037 for non-cash charges for the write-off of our share of certain partially owned entities’ development costs.	
 
Condensed Combined Financial Information of Partially Owned Entities
 
The following is a summary of combined financial information for all of our partially owned entities, including Toys, Alexander’s, and Lexington, as of December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006.
 
(Amounts in millions)	 	December 31,	 	
Balance Sheet:	 	2008	 	2007	 	
Total Assets	 	$	23,705	 	$	24,832	 	
Total Liabilities	 	 	19,526	 	 	20,611	 	
Total Equity	 	 	4,179	 	 	4,221	 	

 	 	For the Years Ended December 31,	 	
Income Statement:	 	2008	 	 	2007	 	2006	 	
Total Revenue	 	$	15,313	 	 	$	14,821	 	$	13,036	 	
Net Loss	 	 	(43	)	 	 	(144	)	 	(19	)	

 

143

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.	Investments in Partially Owned Entities - continued	
Below is a summary of the debt of partially owned entities as of December 31, 2008 and 2007, none of which is recourse to us.
	 	100% of
Partially Owned Entities Debt at	

(Amounts in thousands)	 	December 31,
2008	 	December 31,
2007	
Toys (32.7% interest) (as of November 1, 2008 and November 3, 2007, respectively):	 	 	 	 	 	 	
$1.3 billion senior credit facility, due 2010, (6.14% at December 31, 2008)	 	$	1,300,000	 	$	1,300,000	
$2.0 billion credit facility, due 2010, LIBOR plus 1.00% - 3.75% (3.57% at December 31,
2008) ($110,000 reserved for outstanding letters of credit)	 	 	367,000	 	 	489,000	
Mortgage loan, due 2010, LIBOR plus 1.30% (2.50% at December 31, 2008)	 	 	800,000	 	 	800,000	
$804 million secured term loan facility, due 2012, LIBOR plus 4.25%
(4.83% at December 31, 2008)	 	 	797,000	 	 	797,000	
Senior U.K. real estate facility, due 2013, with interest at 5.02%	 	 	568,000	 	 	741,000	
7.625% bonds, due 2011 (Face value – $500,000)	 	 	486,000	 	 	481,000	
7.875% senior notes, due 2013 (Face value – $400,000)	 	 	377,000	 	 	373,000	
7.375% senior notes, due 2018 (Face value – $400,000)	 	 	335,000	 	 	331,000	
Japan borrowings, due 2009-2011
(weighted average rate of 1.29% at December 31, 2008)	 	 	289,000	 	 	243,000	
4.51% Spanish real estate facility, due 2013	 	 	167,000	 	 	193,000	
$181 million unsecured term loan facility, due 2013, LIBOR plus 5.00%
(5.96% at December 31, 2008)	 	 	180,000	 	 	180,000	
Japan bank loans, due 2011-2014, 1.20%-2.80%	 	 	158,000	 	 	161,000	
6.84% Junior U.K. real estate facility, due 2013	 	 	101,000	 	 	132,000	
4.51% French real estate facility, due 2013	 	 	81,000	 	 	93,000	
8.750% debentures, due 2021 (Face value – $22,000)	 	 	21,000	 	 	21,000	
Multi-currency revolving credit facility, due 2010, LIBOR plus 1.50%-2.00%	 	 	—	 	 	28,000	
Other	 	 	73,000	 	 	60,000	
 	 	 	6,100,000	 	 	6,423,000	
Alexander’s (32.5% interest):	 	 	 	 	 	 	
731 Lexington Avenue mortgage note payable collateralized by the office space, due in
March 2014, with interest at 5.33% (prepayable without penalty after December 2013)	 	 	373,637	 	 	383,670	
731 Lexington Avenue mortgage note payable, collateralized by the retail space,
due in July 2015, with interest at 4.93% (prepayable without penalty after March 2015)	 	 	320,000	 	 	320,000	
Kings Plaza Regional Shopping Center mortgage note payable, due in June 2011,
with interest at 7.46% (prepayable without penalty after March 2011)	 	 	199,537	 	 	203,456	
Rego Park construction loan payable, due in December 2010, with a one-year extension,
LIBOR plus 1.20% (3.08% at December 31, 2008)	 	 	181,695	 	 	55,786	
Rego Park mortgage note payable, due in June 2009, with interest at 7.25%
(prepayable without penalty after March 2009)	 	 	78,386	 	 	79,285	
Paramus mortgage note payable, due in October 2011, with interest at 5.92%
(prepayable without penalty)	 	 	68,000	 	 	68,000	
 	 	 	1,221,255	 	 	1,110,197	
Lexington (7.7% interest) (as of September 30, 2008 and September 30, 2007, respectively):
Mortgage loans collateralized by the partnership’s real estate, due from 2008 to 2037, with a
weighted average interest rate of 5.65% at September 30, 2008 (various prepayment terms)	 	 	2,486,370	 	 	3,320,261	
 	 	 	 	 	 	 	
GMH – 13.8% interest in mortgage notes payable	 	 	—	 	 	995,818	

 

144

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
6.	Investments in Partially Owned Entities – continued	

(Amounts in thousands)		100% of
Partially Owned Entities Debt at	 	

Partially owned office buildings:	    	   December 31,   
2008	     	December 31,
2007	 	
Kaempfer Properties (2.5% and 5.0% interests in two partnerships) mortgage notes payable, collateralized by the partnerships’ real estate, due from 2011 to 2031, with a weighted average interest rate of 5.69% at December 31, 2008 (various prepayment terms)	            $	        143,000	$	      144,340	 	
100 Van Ness, San Francisco office complex (9% interest) up to $132 million construction loan payable, due in July 2013, LIBOR plus 2.75% with an interest rate floor of 6.50% and interest rate cap of 7.00%	 	85,249	 	—	 	
330 Madison Avenue (25% interest) up to $150,000 mortgage note payable, due in June 2015, LIBOR plus 1.50% with interest at 3.38%	 	70,000	 	60,000	 	
Fairfax Square (20% interest) mortgage note payable, due in August 2009, with interest at 7.50%	 	62,815	 	64,035	 	
Rosslyn Plaza (46% interest) mortgage note payable, due in December 2011, LIBOR plus 1.0% (1.43% at December 31, 2008)	 	56,680	 	56,680	 	
West 57 th Street (50% interest) mortgage note payable, due in October 2009, with interest at 4.94% (prepayable without penalty after July 2009)	 	29,000	 	29,000	 	
825 Seventh Avenue (50% interest) mortgage note payable, due in October 2014, with interest at 8.07% (prepayable without penalty after April 2014)	 	21,426	 	21,808	 	
India Real Estate Ventures:	 	 	 	 	 	
TCG Urban Infrastructure Holdings (25% interest) mortgage notes payable, collateralized by the entity’s real estate, due from 2009 to 2022, with a weighted average interest rate of 13.38% at December 31, 2008 (various prepayment terms)	 	148,792	 	136,431	 	
India Property Fund L.P. (36.5% interest) $120 million secured revolving credit facility, due in December 2009, LIBOR plus 2.75% (4.60% at December 31, 2008)	 	90,500	 	—	 	
Waterfront associates, LLC (2.5% interest) construction and land loan up to $250 million payable, due in September 2011 with a six month extension option, LIBOR plus 2.00%-3.00% (3.19% at December 31, 2008)	 	57,600	 	—	 	
Verde Realty Master Limited Partnership (8.5% interest) mortgage notes payable, collateralized by the partnerships’ real estate, due from 2009 to 2037, with a weighted average interest rate of 6.03% at December 31, 2008 (various prepayment terms)	 	559,840	 	487,122	 	
Green Courte Real Estate Partners, LLC (8.3% interest) mortgage notes payable, collateralized by the partnerships’ real estate, due from 2009 to 2015, with a weighted average interest rate of 4.96% at December 31, 2008 (various prepayment terms)	 	307,098	 	225,704	 	
Monmouth Mall (50% interest) mortgage note payable, due in September 2015, with interest at 5.44% (prepayable without penalty after July 2015)	 	165,000	 	165,000	 	
San Jose, California Ground-up Development (45% interest) construction loan, due in March 2009, with a one-year extension option; $114 million fixed at 4.62%, balance at LIBOR plus 1.75%
(4.49% at December 31, 2008)	 	132,128	 	101,045	 	
Wells/Kinzie Garage (50% interest) mortgage note payable, due in December 2013, with interest at 6.87%	 	14,800	 	14,422	 	
Orleans Hubbard Garage (50% interest) mortgage note payable, due in December 2013, with interest at 6.87%	 	10,200	 	9,045	 	
Other	 	468,559	 	452,320	 	

 
Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $3,196,585,000 and $3,289,873,000 as of December 31, 2008 and 2007, respectively.

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VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7.	Mezzanine Loans Receivable	
The following is a summary of our investments in mezzanine loans as of December 31, 2008 and 2007.
 
(Amounts in thousands)	 	 	 	Interest Rate
as of	 	Carrying Amount as of	 	
Mezzanine Loans Receivable:	 	Maturity	 	December 31,
2008	 	December 31,
2008	 	December 31,
2007	 	
Equinox (1)	 	02/13	 	14.00%	 	$	85,796	 	$	73,162	 	
Tharaldson Lodging Companies (2)	 	04/11	 	4.68%	 	 	76,341	 	 	76,219	 	
Riley HoldCo Corp. (3)	 	02/15	 	10.00%	 	 	74,381	 	 	74,268	 	
280 Park Avenue (4)	 	06/16	 	10.25%	 	 	73,750	 	 	73,750	 	
MPH, net of valuation allowance of $46,700
and $57,000, respectively (5)	 	—	 	—	 	 	19,300	 	 	9,000	 	
Other	 	04/09-07/17	 	4.75 – 12.0%	 	 	142,971	 	 	185,940	 	
 	 	 	 	 	 	$	472,539	 	$	492,339	 	
_____________________
 
 	(1)	On February 10, 2006, we acquired a 50% interest in a $115,000 note issued by Related Equinox Holdings II, LLC (the “Note”), for $57,500 in cash. The Note is secured by a pledge of the stock of Related Equinox Holdings II. Related Equinox Holdings II owns Equinox Holdings Inc., which in turn owns all of the assets and obligations, including the fitness clubs, operated under the Equinox brand. The Note is junior to a $50,000 revolving loan and $280,000 of senior unsecured obligations. The Note is senior to $125,000 of equity contributed by third parties for their acquisition of the Equinox fitness club business. The Note matures on February 15, 2013 and bears paid-in-kind interest at 14% through February 15, 2011, increasing by 3% per annum through maturity. The Note is prepayable at any time after February 15, 2009 .	
 
 	(2)	On June 16, 2006, we acquired an 81.5% interest in a $95,968 mezzanine loan to Tharaldson Lodging Companies for $78,166 in cash. The loan is secured by a 107 hotel property portfolio with brands including Fairfield Inn, Residence Inn, Comfort Inn and Courtyard by Marriott. The loan is subordinate to $671,778 of debt and is senior to approximately $192,000 of other debt and equity. The loan matures in April 2009, with two one-year extensions, provides for a 0.75% placement fee and bears interest at LIBOR plus 4.25% (4.68% at December 31, 2008) .	
 
 	(3)	In 2005, we made a $135,000 loan to Riley HoldCo Corp., consisting of a $60,000 mezzanine loan and a $75,000 fixed rate unsecured loan. During 2006, we were repaid the $60,000 balance of the mezzanine loan with a pre-payment premium of $972, which was recognized as “interest and other investment income” for the year ended December 31, 2006 .	
 
 	(4)	On June 30, 2006, we made a $73,750 mezzanine loan secured by the equity interests in 280 Park Avenue, a 1.2 million square foot office building, located between 48th and 49th Streets in Manhattan. The loan bears interest at 10.25% and matures in June 2016. The loan is subordinate to $1.036 billion of other debt and is senior to approximately $260,000 of equity and interest reserves .	
 
 	(5)	On June 5, 2007, we acquired a 42% interest in two MPH mezzanine loans totaling $158,700 for $66,000 in cash. The loans, which were due on February 8, 2008 and have not been repaid, are subordinate to $2.9 billion of mortgage and other debt and secured by the equity interests in four New York City properties: Worldwide Plaza, 1540 Broadway office condominium, 527 Madison Avenue and Tower 56. At December 31, 2007, we reduced the net carrying amount of the loans to $9,000 by recognizing a $57,000 non-cash charge in our consolidated statement of income. On April 2, 2008, we sold a sub-participation interest in the loans for $19,300 which resulted in the reduction of our valuation allowance from $57,000 to $46,700 and the recognition of $10,300 of non-cash income in our consolidated statement of income.	

146

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.	Identified Intangible Assets	
 
The following summarizes our identified intangible assets (primarily acquired above-market leases) and intangible liabilities (primarily acquired below-market leases) as of December 31, 2008 and December 31, 2007.
 
(Amounts in thousands)	 	December 31,
2008	 	December 31,
2007	 	
 	 	 	 	 	 	 	 	
Identified intangible assets (included in other assets):	 	 	 	 	 	 	 	
Gross amount	 	$	784,192	 	$	726,204	 	
Accumulated amortization	 	 	(258,242	)	 	(162,845	)	
Net	 	$	525,950	 	$	563,359	 	
 	 	 	 	 	 	 	 	
Identified intangible liabilities (included in deferred credit):	 	 	 	 	 	 	 	
Gross amount	 	$	998,179	 	$	977,455	 	
Accumulated amortization	 	 	(278,357	)	 	(163,357	)	
Net	 	$	719,822	 	$	814,098	 	
 
Amortization of acquired below-market leases, net of acquired above-market leases resulted in an increase to rental income of $96,176,000, $83,292,000 and $23,490,000 for the years ended December 31, 2008, 2007 and 2006, respectively. The estimated annual amortization of acquired below-market leases net of acquired above-market leases for each of the five succeeding years is as follows:
(Amounts in thousands)	 	 	 	 	
2009	 	$	69,110	 	
2010	 	 	62,152	 	
2011	 	 	59,187	 	
2012	 	 	55,470	 	
2013	 	 	47,504	 	
 
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $86,498,000, $45,764,000 and $21,156,000 for the years ended December 31, 2008, 2007 and 2006, respectively. The 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 is as follows:
 
(Amounts in thousands)	 	 	 	 	
2009	 	$	58,973	 	
2010	 	 	56,286	 	
2011	 	 	53,879	 	
2012	 	 	49,296	 	
2013	 	 	42,068	 	
 
We are a tenant under ground leases for certain properties. Amortization of these acquired below-market leases resulted in an increase to rent expense of $2,654,000, $1,565,000 and $320,000 for the years ended December 31, 2008, 2007 and 2006, respectively. The estimated annual amortization of these below market leases for each of the five succeeding years is as follows:
(Amounts in thousands)	 	 	 	 	
2009	 	$	2,133	 	
2010	 	 	2,133	 	
2011	 	 	2,133	 	
2012	 	 	2,133	 	
2013	 	 	2,133	 	

147

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 	9.	Debt	
The following is a summary of our debt:
(Amounts in thousands)	 	 	 	Interest Rate at	 	Balance at	 	
Notes and Mortgages Payable:	 	Maturity (1)	 	December 31, 2008	 	December 31,
2008	 	December 31,
2007	 	
Fixed Interest:	 	 	 	 	 	 	 	 	 	 	 	
New York Office:	 	 	 	 	 	 	 	 	 	 	 	
1290 Avenue of the Americas	 	01/13	 	5.97%	 	$	444,667	 	$	454,166	 	
350 Park Avenue	 	01/12	 	5.48%	 	 	430,000	 	 	430,000	 	
770 Broadway	 	03/16	 	5.65%	 	 	353,000	 	 	353,000	 	
888 Seventh Avenue	 	01/16	 	5.71%	 	 	318,554	 	 	318,554	 	
Two Penn Plaza	 	02/11	 	4.97%	 	 	287,386	 	 	292,000	 	
909 Third Avenue	 	04/15	 	5.64%	 	 	214,074	 	 	217,266	 	
Eleven Penn Plaza	 	12/11	 	5.20%	 	 	206,877	 	 	210,338	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Washington, DC Office:	 	 	 	 	 	 	 	 	 	 	 	
Skyline Place	 	02/17	 	5.74%	 	 	678,000	 	 	678,000	 	
Warner Building	 	05/16	 	6.26%	 	 	292,700	 	 	292,700	 	
River House Apartment Complex (2)	 	04/15	 	5.43%	 	 	195,546	 	 	46,339	 	
1215 Clark Street, 200 12 th Street & 251 18 th Street	 	01/25	 	7.09%	 	 	115,440	 	 	117,464	 	
Bowen Building	 	06/16	 	6.14%	 	 	115,022	 	 	115,022	 	
Reston Executive I, II and III	 	01/13	 	5.57%	 	 	93,000	 	 	93,000	 	
1101 17 th , 1140 Connecticut, 1730 M and 1150 17 th Street	 	08/10	 	6.74%	 	 	87,721	 	 	89,514	 	
1550, 1750 Crystal Drive	 	11/14	 	7.08%	 	 	83,912	 	 	86,026	 	
Universal Buildings	 	04/14	 	4.88%	 	 	59,728	 	 	62,613	 	
2345 Crystal Drive	 	09/08	 	6.66%	 	 	—	 	 	58,656	 	
1235 Clark Street	 	07/12	 	6.75%	 	 	54,128	 	 	54,936	 	
2231 Crystal Drive	 	08/13	 	7.08%	 	 	50,394	 	 	52,293	 	
241 18 th Street	 	10/10	 	6.82%	 	 	46,532	 	 	47,445	 	
1750 Pennsylvania Avenue	 	06/12	 	7.26%	 	 	46,570	 	 	47,204	 	
2011 Crystal Drive	 	10/09	 	6.88%	 	 	38,338	 	 	39,135	 	
1225 Clark Street	 	08/13	 	7.08%	 	 	30,145	 	 	31,279	 	
1800, 1851, 1901 South Bell Street	 	12/11	 	6.91%	 	 	27,801	 	 	35,558	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Retail:	 	 	 	 	 	 	 	 	 	 	 	
Cross collateralized mortgages on
42 shopping centers	 	03/10	 	7.93%	 	 	448,115	 	 	455,907	 	
Springfield Mall (including present value of
purchase option)	 	10/12-04/13	 	5.45%	 	 	252,803	 	 	256,796	 	
Green Acres Mall (3)	 	(3)	 	(3)	 	 	—	 	 	137,331	 	
Montehiedra Town Center	 	07/16	 	6.04%	 	 	120,000	 	 	120,000	 	
Broadway Mall	 	07/13	 	5.40%	 	 	94,879	 	 	97,050	 	
828-850 Madison Avenue Condominium	 	06/18	 	5.29%	 	 	80,000	 	 	80,000	 	
Las Catalinas Mall	 	11/13	 	6.97%	 	 	60,766	 	 	62,130	 	
Other	 	05/09-11/34	 	4.00%-7.33%	 	 	159,597	 	 	165,299	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Merchandise Mart:	 	 	 	 	 	 	 	 	 	 	 	
Merchandise Mart	 	12/16	 	5.57%	 	 	550,000	 	 	550,000	 	
High Point Complex	 	08/16	 	6.34%	 	 	220,361	 	 	221,258	 	
Boston Design Center	 	09/15	 	5.02%	 	 	70,740	 	 	71,750	 	
Washington Design Center	 	11/11	 	6.95%	 	 	44,992	 	 	45,679	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Other:	 	 	 	 	 	 	 	 	 	 	 	
555 California Street	 	05/10-09/11	 	5.97%	 	 	720,671	 	 	719,568	 	
Industrial Warehouses	 	10/11	 	6.95%	 	 	25,268	 	 	25,656	 	
Total Fixed Interest Notes and Mortgages Payable	 	 	 	5.96%	 	 	7,117,727	 	 	7,230,932	 	
_______________________
See notes on page 150.
148

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9.	Debt - continued	
 
(Amounts in thousands)	 	 	 	 	Interest Rate at	 	Balance at	 	
Notes and Mortgages Payable:	Maturity (1)	 	Spread over
LIBOR	 	December 31,
2008	 	December 31,
2008	 	December 31,
2007	 	
Variable Interest:	 	 	 	 	 	 	 	 	 	 	 	 	
New York Office:	 	 	 	 	 	 	 	 	 	 	 	 	
Manhattan Mall	02/12	 	L+55	 	1.75%	 	$	232,000	 	$	232,000	 	
866 UN Plaza	05/11	 	L+40	 	1.84%	 	 	44,978	 	 	44,978	 	
Washington, DC Office:	 	 	 	 	 	 	 	 	 	 	 	 	
2101 L Street (4)	02/13	 	L+120	 	1.68%	 	 	150,000	 	 	—	 	
Courthouse Plaza One and Two	01/15	 	L+75	 	2.58%	 	 	70,774	 	 	74,200	 	
River House Apartments (2)	04/18	 	(2)	 	1.78%	 	 	64,000	 	 	—	 	
Commerce Executive III, IV and V	07/09	 	L+55	 	1.98%	 	 	50,223	 	 	50,223	 	
1999 K Street (5)	12/10	 	L+130	 	2.73%	 	 	73,747	 	 	—	 	
220 20 th Street (6)	01/11	 	L+115	 	2.03%	 	 	40,701	 	 	—	 	
West End 25 (7)	02/11	 	L+130	 	3.19%	 	 	24,620	 	 	—	 	
Retail:	 	 	 	 	 	 	 	 	 	 	 	 	
Green Acres Mall (3)	02/13	 	L+140	 	3.28%	 	 	335,000	 	 	—	 	
Bergen Town Center (8)	03/13	 	L+150	 	3.41%	 	 	228,731	 	 	—	 	
Beverly Connection (9)	07/09	 	L+245	 	3.70%	 	 	100,000	 	 	—	 	
Other:	 	 	 	 	 	 	 	 	 	 	 	 	
220 Central Park South	11/10	 	L+235 – L+245	 	3.82%	 	 	130,000	 	 	128,998	 	
India Property Fund L.P. (10)	(10)	 	(10)	 	—	 	 	—	 	 	82,500	 	
Other	07/09 – 11/11	 	Various	 	3.79%	 	 	172,886	 	 	94,626	 	
Total Variable Interest Notes and Mortgages Payable	 	 	 	 	2.85%	 	 	1,717,660	 	 	707,525	 	
Total Notes and Mortgages Payable	 	 	 	 	5.36%	 	$	8,835,387	 	$	7,938,457	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Due to Vornado:	 	 	 	 	 	 	 	 	 	 	 	 	
Due 2027 (11)	04/12	 	 	 	2.85%	 	$	1,364,805	 	$	1,376,278	 	
Due 2026 (12)	11/11	 	 	 	3.63%	 	 	978,109	 	 	984,134	 	
Total Due to Vornado	 	 	 	 	3.18%	 	$	2,342,914	 	$	2,360,412	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Senior Unsecured Notes:	 	 	 	 	 	 	 	 	 	 	 	 	
Senior unsecured notes due 2009 (13)	08/09	 	 	 	4.50%	 	$	168,289	 	$	249,365	 	
Senior unsecured notes due 2010	12/10	 	 	 	4.75%	 	 	199,625	 	 	199,436	 	
Senior unsecured notes due 2011	02/11	 	 	 	5.60%	 	 	249,902	 	 	249,855	 	
Total Senior Unsecured Notes	 	 	 	 	5.03%	 	$	617,816	 	$	698,656	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Exchangeable Senior Debentures due 2025	04/12	 	 	 	3.88%	 	$	494,501	 	$	492,857	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Unsecured Revolving Credit Facilities:	 	 	 	 	 	 	 	 	 	 	 	 	
$1 . 595 billion unsecured revolving credit facility	09/12	 	L+55 (15)	 	1.97%	 	$	300,000	 	$	300,000	 	
$ . 965 billion unsecured revolving credit facility (14)
($44,565 reserved for outstanding letters of credit)	06/11	 	L+55 (15)	 	2.18%	 	 	58,468	 	 	105,656	 	
Total Unsecured Revolving Credit Facilities	 	 	 	 	2.00%	 	$	358,468	 	$	405,656	 	
____________________________
See notes on the following page.

149

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9.	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. In the case of our convertible and exchangeable debt, represents the earliest date holders may require us to repurchase the debentures.	
 
 	(2)	On March 12, 2008, we completed a $260,000 refinancing of the River House Apartment Complex. The financing is comprised of a $196,000 interest-only seven-year 5.43% fixed rate mortgage and a $64,000 interest-only ten-year floating rate mortgage at the Freddie Mac Reference Note Rate plus 1.53% (1.78% at December 31, 2008). We retained net proceeds of $205,000 after repaying the existing loan.	
 
 	(3)	On February 11, 2008, we completed a $335,000 refinancing of the Green Acres regional mall. This interest-only loan has a rate of LIBOR plus 1.40% (3.28% at December 31, 2008) and matures in February 2011, with two one-year extension options. We retained net proceeds of $193,000 after repaying the existing loan.	
 
 	(4)	On February 26, 2008, we completed a $150,000 financing of 2101 L Street. The loan bears interest at LIBOR plus 1.20% (1.68% at December 31, 2008) and matures in February 2011 with two one-year extension options. We retained net proceeds of $148,000.	
 
 	(5)	On March 27, 2008, we closed a construction loan providing up to $124,000 to finance the redevelopment of 1999 K Street. The interest-only loan has a rate of LIBOR plus 1.30% (2.73% at December 31, 2008) and matures in December 2010 with two six-month extension options.	
 
 	(6)	On January 18, 2008, we closed a construction loan providing up to $87,000 to finance the residential redevelopment project at 220 20th Street (formally Crystal Plaza Two). The construction loan bears interest at LIBOR plus 1.15% (2.03% at December 31, 2008) and matures in January 2011 with two six-month extension options.	
 
 	(7)	On February 20, 2008, we closed a construction loan providing up to $104,000 to finance the residential redevelopment project at 1229-1231 25th Street NW (“West End 25”). The construction loan bears interest at LIBOR plus 1.30% (3.19% at December 31, 2008) and matures in February 2011 with two six-month extension options.	
 
 	(8)	On March 24, 2008, we closed a construction loan providing up to $290,000 to finance the redevelopment of a portion of the Bergen Town Center. The interest-only loan has a rate of LIBOR plus 1.50% (3.41% at December 31, 2008) and matures in March 2011 with two one-year extension options.	
 
 	(9)	Beginning in November 2008, we consolidate our investment in Beverly Connection and no longer account for it under the equity method.	
 
 	(10)	Beginning in the first quarter of 2008, we account for our investment in the India Property Fund on the equity method and no longer consolidate its accounts into our consolidated financial statements, based on the reduction in our ownership interest from 50.6% as of December 31, 2007 to 36.5% .	

150

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9.	Debt - continued	
Notes to preceding tabular information:
 
(Amounts in thousands)
 
 	(11)	On March 21, 2007, Vornado sold $1.4 billion aggregate principal amount of 2.85% convertible senior debentures due 2027, pursuant to an effective registration statement. The aggregate net proceeds from this offering, after underwriters’ discounts and expenses, were approximately $1.37 billion. The debentures are redeemable at Vornado’s option beginning in 2012 for the principal amount plus accrued and unpaid interest. Holders of the debentures have the right to require Vornado to repurchase their debentures in 2012, 2017, and 2022 and in certain other limited circumstances. The debentures are convertible, under certain circumstances, for cash and Vornado common shares at an initial conversion rate of 6.1553 common shares per one-thousand dollars of principal amount of debentures. The initial conversion price of $162.46 represented a premium of 30% over the March 21, 2007 closing price for Vornado’s common shares. The principal amount of debentures will be settled for cash and the amount in excess of the principal defined as the conversion value will be settled in cash or, at Vornado’s election, Vornado common shares. The net proceeds of the offering were contributed to us in the form of an inter-company loan and we fully and unconditionally guaranteed the payment of the debentures. There are no restrictions which limit our ability to make distributions to Vornado and Vornado has no independent assets or operations outside of the Operating Partnership.	
 
We are amortizing the underwriters’ discount on a straight-line basis (which approximates the effective interest method) over the period from the date of issuance to the date of earliest redemption of April 1, 2012. Because the conversion option associated with the debentures, when analyzed as a freestanding instrument, meets the criteria to be classified as equity specified by paragraphs 12 to 32 of EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s own Common Stock,” separate accounting for the conversion option under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” is not appropriate.
 
In November 2008, Vornado purchased $17,300 (aggregate face amounts) of its convertible senior debentures due 2027 for $11,094 in cash. Simultaneously, we repaid $17,300 (aggregate face amounts) of the amount due to Vornado for $11,094 in cash.
 
 	(12)	On November 20, 2006, Vornado sold $1,000,000 aggregate principal amount of 3.625% convertible senior debentures due 2026, pursuant to an effective registration statement. The aggregate net proceeds from this offering, after underwriters’ discounts and expenses, were approximately $980,000. The debentures are convertible, under certain circumstances, for Vornado common shares at a current conversion rate of 6.5168 common shares per $1 of principal amount of debentures. The initial conversion price of $153.45 represented a premium of 30% over the November 14, 2006 closing price for Vornado’s common shares. The debentures are redeemable at Vornado’s option beginning in 2011 for the principal amount plus accrued and unpaid interest. Holders of the debentures have the right to require Vornado to repurchase their debentures in 2011, 2016, and 2021 and in the event of a change in control. The net proceeds of the offering were contributed to us in the form of an inter-company loan and we fully and unconditionally guaranteed the payment of the debentures. There are no restrictions which limit our ability to make distributions to Vornado and Vornado has no independent assets or operations outside of the Operating Partnership.	
 
We are amortizing the underwriters’ discount on a straight-line basis (which approximates the effective interest method) over the period from the date of issuance to the date of earliest redemption of December 1, 2011. Because the conversion option associated with the debentures, when analyzed as a freestanding instrument, meets the criteria to be classified as equity specified by paragraphs 12 to 32 of EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s own Common Stock,” separate accounting for the conversion option under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” is not appropriate.
 
In November 2008, Vornado purchased $10,200 (aggregate face amounts) of its convertible senior debentures due 2026 for $6,987 in cash. Simultaneously, we repaid $10,200 (aggregate face amounts) of the amount due to Vornado for $6,987 in cash.
 
 	(13)	During 2008, we purchased $81,540 (aggregate face amounts) of our senior unsecured notes due August 15, 2009 for $80,408.	
 
 	(14)	Lehman Brothers is part of the syndicate of banks under this unsecured revolving credit facility with a total commitment of $35 million. On September 15, 2008, Lehman Brothers filed for Chapter 11 bankruptcy protection. All of the banks in the syndicate, except for Lehman Brothers, have funded their pro rata share of a draw we made subsequent to Lehman’s bankruptcy filing.	
 
 	(15)	Requires the payment of an annual facility fee of 15 basis points.	

151

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
9.	Debt - continued	
 
Our revolving credit facility and senior unsecured notes contain financial covenants which require us to maintain minimum interest coverage ratios and limit our debt to market capitalization ratios. We believe that we have complied with all of our financial covenants as of December 31, 2008.
 
On May 9, 2006, we executed supplemental indentures with respect to our senior unsecured notes due 2007, 2009 and 2010 (collectively, the “Notes”), pursuant to our consent solicitation statement dated April 18, 2006, as amended. Holders of approximately 96.7% of the aggregate face amount of the Notes consented to the solicitation. The supplemental indentures contain modifications of certain covenants and related defined terms governing the terms of the Notes to make them consistent with corresponding provisions of the covenants and defined terms included in the senior unsecured notes due 2011 issued on February 16, 2006. The supplemental indentures also include a new covenant that provides for an increase in the interest rate of the Notes upon certain decreases in the ratings assigned by rating agencies to the Notes. In connection with the consent solicitation we paid an aggregate fee of $2,241,000 to the consenting note holders, which will be amortized into expense over the remaining term of the Notes. In addition, we incurred advisory and professional fees aggregating $1,415,000, which were expensed in 2006.

The net carrying amount of properties collateralizing the notes and mortgages payable amounted to $11.631 billion at December 31, 2008. As of December 31, 2008, the principal repayments required for the next five years and thereafter are as follows:
 
(Amounts in thousands)	 	 	 	 	 	 	 	
Year Ending December 31,	 	Mortgages
Payable	 	Senior
Unsecured Debt	 	 
Due to Vornado	 	
2009	 	$	349,249	$	168,460	$ 	—	 	
2010	 	 	977,185	 	200,000	 	—	 	
2011	 	 	1,978,996	 	308,468	 	989,800	 	
2012	 	 	911,606	 	799,999	 	1,382,700	 	
2013	 	 	1,109,516	 	—	 	—	 	
Thereafter	 	 	3,464,965	 	—	 	—	 	

152

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
10.	Partners’ capital	
 
Accumulated Other Comprehensive Income
 
Accumulated other comprehensive (loss) income was ($6,899,000) and $29,772,000 as of December 31, 2008 and 2007, respectively, and primarily consists of accumulated unrealized (loss) income from the mark-to-market of marketable equity securities classified as available-for-sale.
 
Partnership Units
 
The following table sets forth the details of our Class A units and preferred units of beneficial interest that are held by Vornado, as of December 31, 2008 and 2007.
 
Units Series	 	Outstanding Units at	 	Per Unit
Liquidation
Preference	 	Preferred or
Annual
Distribution
Rate	 	Conversion Rate
Into Class A Units	 	
	 	December 31,
2008	 	December 31,
2007	 		 		 		 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Class A Units (1)	 	155,285,903	 	153,076,606	 	 	N/A	 	 	N/A	 	N/A	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred Units:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Series A convertible (2)	 	80,362	 	80,362	 	$	50.00	 	$	3.25	 	1.38504	 	
7.0% Series D-10 (3)	 	1,600,000	 	1,600,000	 	$	25.00	 	$	1.75	 	N/A	 	
7.0% Series E (3)	 	3,000,000	 	3,000,000	 	$	25.00	 	$	1.75	 	N/A	 	
6.75% Series F (3)	 	6,000,000	 	6,000,000	 	$	25.00	 	$	1.6875	 	N/A	 	
6.625% Series G (3)	 	8,000,000	 	8,000,000	 	$	25.00	 	$	1.65625	 	N/A	 	
6.75% Series H (3)	 	4,500,000	 	4,500,000	 	$	25.00	 	$	1.6875	 	N/A	 	
6.625% Series I (3)	 	10,800,000	 	10,800,000	 	$	25.00	 	$	1.65625	 	N/A	 	
______________________

(1)	Represents Class A units owned by Vornado, our general partner. Class A units held by third-parties are classified outside of “Partners’ Capital” as “Redeemable Partnership Units” (see note 16 on page 164).	
 
(2)	Distributions are cumulative and payable quarterly in arrears. The Series A Preferred Units are convertible at any time at the option of their respective holders at a conversion rate of 1.38504 Class A unit per Series A Preferred Unit, subject to adjustment in certain circumstances. In addition, upon the satisfaction of certain conditions we, at our option, may redeem the $3.25 Series A Preferred Units at a current conversion rate of 1.38504 Class A unit per Series A Preferred Unit, subject to adjustment in certain circumstances. At no time will the Series A Preferred Units be redeemable for cash.	
 
(3)	Distributions are cumulative and payable quarterly in arrears. Redeemable at our option at a redemption price of $25.00 per unit, plus any accrued and unpaid distributions, on or after the 5 th anniversary from the date of issuance (ranging from November 2008 to August 2010), or sooner under limited circumstances. These units have no maturity date and will remain outstanding indefinitely unless they are redeemed.	

153

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
11.	Stock-based Compensation	
 
Vornado’s Share Option Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, stock appreciation rights and performance shares to certain of Vornado’s employees and officers. Vornado has approximately 2,400,000 shares available for future grant under the Plan at December 31, 2008.
 
In March 2006, Vornado’s Board of Trustees (the “Board”) approved an amendment to the Plan to permit the Compensation Committee of the Board (the “Compensation Committee”) to grant awards in the form of limited partnership units (“OP Units”). OP Units can be granted either as free-standing awards or in tandem with other awards under the Plan. OP Units may be converted into Class A units and, consequently, become convertible by the holder on a one-for-one basis for Vornado’s common shares or the cash value of such shares at Vornado’s election.
 
We account for all stock-based compensation in accordance with SFAS 123R: Stock based compensation expense for the year ended December 31, 2007 and 2006 consists of stock option awards, restricted stock and partnership unit awards and out-performance plan awards.
 
2006 Out-Performance Plan
 
In March 2006, Vornado’s Board approved the terms of the Vornado Realty Trust 2006 Out-Performance Plan (the “2006 OPP”), a long-term “pay-for-performance” incentive compensation program. The purpose of the 2006 OPP was to further align the interests of Vornado’s shareholders and management by encouraging Vornado’s senior officers and employees to create shareholder value. On April 25, 2006, Vornado’s Compensation Committee approved 2006 OPP awards to a total of 54 employees and officers of Vornado, which aggregated 91% of the total 2006 OPP. The fair value of the awards on the date of grant, as adjusted for estimated forfeitures, was approximately $46,141,000 and is being amortized into expense over the five-year vesting period beginning on the date of grant, using a graded vesting attribution model.
 
Under the 2006 OPP, award recipients share in a performance pool when Vornado’s total return to shareholders exceeds a cumulative 30% (for a period of 30 consecutive days), including both share appreciation and dividends paid, from a price per share of $89.17 (the average closing price per common share for the 30 trading days prior to March 15, 2006). The size of the pool is 10% of the amount in excess of the 30% benchmark, subject to a maximum cap of $100,000,000. Each award was designated as a specified percentage of the $100,000,000 maximum cap. Awards were issued in the form of a new class of Operating Partnership units (“OPP Units”) and are subject to achieving the performance threshold, time vesting and other conditions. OPP Units are convertible by the holder into an equivalent number of Class A units, which are redeemable by the holder for Vornado common shares on a one-for-one basis or the cash value of such shares, at Vornado’s election. All awards earned vest 33.3% on each of March 15, 2009, 2010 and 2011 subject to continued employment. Once a performance pool has been established, each OPP Unit will receive a distribution equal to the distribution paid on a Class A unit, including an amount payable in OPP Units representing distributions paid on a Class A unit during the performance period. As of January 12, 2007, the maximum performance threshold under the Out-Performance Plan was achieved, concluding the performance period.  

154

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
11.	Stock-based Compensation - continued	

2008 Out-Performance Plan
 
On March 31, 2008, Vornado’s Compensation Committee approved a $75,000,000 out-performance plan (the “2008 OPP”) that requires the achievement of performance objectives against both absolute and relative thresholds. The 2008 OPP establishes a potential performance pool in which 78 members of senior management have the opportunity to share if the total return to Vornado’s shareholders (the “Total Return”) resulting from both share appreciation and dividends for the four-year period from March 31, 2008 to March 31, 2012 exceeds both an absolute and a relative hurdle. The initial value from which to determine the Total Return is $86.20 per share, a 0.93% premium to the trailing 10-day average closing price on the New York Stock Exchange for Vornado’s common shares on the date the plan was adopted.
 
The size of the out-performance pool for the 2008 OPP is 6% of the aggregate “out-performance return” subject to a maximum total award of $75,000,000 (the “Maximum Award”). The “out-performance return” is comprised of (i) 3% of the total dollar value of the Total Return in excess of 10% per annum (the “Absolute Component”), plus (ii) 3% of the total dollar value of the Total Return in excess of the Relative Threshold (the “Relative Component”), based on the SNL Equity REIT Index (the “Index”) over the four-year performance period. In the event that the Relative Component creates a negative award as a result of underperforming the Index, the value of any out-performance award potentially earned under the Absolute Component will be reduced dollar for dollar. In addition, awards potentially earned under the Relative Component will be reduced on a ratable sliding scale to the extent the Total Return is less than 10% per annum and to zero to the extent the Total Return is less than 7% per annum. The size of this out-performance pool, if any, will be determined based on the highest 30-trading day trailing average price of Vornado’s common shares during the final 150 days of the four-year period. During the four-year performance period, participants are entitled to receive 10% of the common dividends paid on Vornado’s common shares for each OPP unit awarded, regardless of whether the OPP units are ultimately earned.
 
The 2008 OPP also provides participants an opportunity to earn partial awards during two interim measurement periods (the “Interim Periods”): (a) one for a period consisting of the first two years of the performance period and (b) one for a period consisting of the final two years of the performance period. For each Interim Period, participants may be entitled to share in 40% ($30,000,000) of the maximum $75,000,000 performance pool if the performance thresholds have been met for the applicable Interim Periods on a pro rated basis. The starting share price for the first Interim Period is $86.20 per share. The starting share price for the second Interim Period is equal to the greater of Vornado’s common share price on March 31, 2010, or the initial starting share price of $86.20 per share less dividends paid during the first two years of the plan. If the maximum award is earned during the first Interim Period, participants lose the potential to earn the second Interim Period award, but not the potential to earn the remainder of the maximum award over the four-year period. The size of any out-performance pool for an Interim Period will be determined based on the highest 30-day trailing average price of Vornado’s shares during the final 120 days of the applicable Interim Period. Awards earned under the program (including any awards earned for the Interim Periods), will vest 50% on March 31, 2012 and 50% on March 31, 2013. The fair value of the OPP awards on the date of grant, as adjusted for estimated forfeitures, was approximately $21,600,000, and is being amortized into expense over a five-year period beginning on the date of grant through the final vesting period, using a graded vesting attribution model.

For the years ended December 31, 2008, 2007 and 2006, we recognized $16,021,000, $12,734,000 and $8,293,000 of compensation expense, respectively, in connection with Vornado’s 2006 and 2008 out-performance plans. The remaining unrecognized compensation expense of $29,551,000 will be recognized over a weighted-average period of 2.0 years. Distributions paid on unvested OPP Units are charged to retained earnings on our consolidated statements of income and amounted to $2,918,000, $2,694,000 and $0 in 2008, 2007 and 2006, respectively.

155

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
11.	Stock-based Compensation - continued	
 
Stock Options
 
Stock options are granted at an exercise price equal to 100% of the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest pro-rata over five years and expire 10 years from the date of grant. In 2008, Vornado’s senior executives were granted options with an exercise price of 17.5% in excess of the average of the high and low market price of Vornado’s common shares on the NYSE on the date of the grant.
 
Compensation expense is recognized on a straight-line basis over the vesting period. During the years ended December 31, 2008, 2007, and 2006, we recognized $9,051,000, $4,549,000 and $1,705,000, of compensation expense, respectively, for the portion of stock option awards that vested during each year.
 
Below is a summary of Vornado’s stock option activity under the Plan for the year ended December 31, 2008.
 
 	 	Shares	 	Weighted-
Average
Exercise
Price	 	Weighted-
Average
Remaining
Contractual
Term	 	Aggregate
Intrinsic
Value	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Outstanding at January 1, 2008	 	 	9,725,311	 	$	49.41	 	 	 	 	 	 	 	
Granted	 	 	2,806,615	 	 	101.23	 	 	 	 	 	 	 	
Exercised	 	 	(2,420,749	)	 	35.56	 	 	 	 	 	 	 	
Cancelled	 	 	(120,694	)	 	106.70	 	 	 	 	 	 	 	
Outstanding at December 31, 2008	 	 	9,990,483	 	$	66.64	 	 	5.2	 	$	123,360,000	 	
Options vested and expected to vest at
December 31, 2008	 	 	9,970,106	 	$	66.57	 	 	5.2	 	$	123,360,000	 	
Options exercisable at December 31, 2008	 	 	5,595,718	 	$	39.68	 	 	2.4	 	$	123,356,000	 	
 
The fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the years ended December 31, 2008, 2007 and 2006.
 
 	 	December 31,	 	
 	 	2008	 	2007	 	2006	 	
Expected volatility	 	19%	 	17%	 	17%	 	
Expected life	 	7.7 years	 	5 years	 	5 years	 	
Risk-free interest rate	 	3.2%	 	4.5%	 	4.4%	 	
Expected dividend yield	 	4.8%	 	5.0%	 	5.0%	 	
 
The weighted average grant date fair value of options granted during the years ended December 31, 2008, 2007 and 2006 was $6.80, $12.55 and $10.23, respectively. Cash received from option exercises for the years ended December 31, 2008, 2007 and 2006 was $27,587,000, $34,648,000 and $75,665,000, respectively. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006 was $79,997,000, $99,656,000 and $244,694,000, respectively.

156

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
11.	Stock-based Compensation - continued	
 
Restricted Stock
 
Restricted stock awards are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant and generally vest over five years. Compensation expense is recognized on a straight-line basis over the vesting period. During the years ended December 31, 2008, 2007 and 2006, we recognized $3,201,000, $4,079,000 and $3,820,000 of compensation expense, respectively, for the portion of restricted stock awards that vested during each year. As of December 31, 2008, there was $3,772,000 of total unrecognized compensation cost related to nonvested shares granted under the Plan. This cost is expected to be recognized over a weighted-average period of 1.74 years. Distributions paid on unvested shares are charged directly to retained earnings and amounted to $308,000, $533,000 and $842,000 for the years ended December 31, 2008, 2007 and 2006, respectively. The total fair value of shares vested during the years ended December 31, 2008, 2007 and 2006 was $4,472,000, $8,907,000 and $6,170,000, respectively.
 
Below is a summary of restricted stock activity under the Plan for the year ended December 31, 2008.
 
Non-vested Shares	 	Shares	 	Weighted-Average
Grant-Date
Fair Value	 	
Non-vested at January 1, 2008	 	 	159,388	 	$	70.07	 	
Granted	 	 	6,987	 	 	85.20	 	
Vested	 	 	(75,593	)	 	57.25	 	
Forfeited	 	 	(2,922	)	 	99.81	 	
Non-vested at December 31, 2008	 	 	87,860	 	 	81.31	 	

Restricted Operating Partnership Units (“OP Units”)
 
Restricted OP Units are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, vest ratably over five years and are subject to a taxable book-up event, as defined. The fair value of these awards on the date of grant, as adjusted for estimated forfeitures, was approximately $7,167,000, $10,696,000, and $3,480,000 for the awards granted in 2008, 2007 and 2006, respectively, and is amortized into expense over the five-year vesting period using a graded vesting attribution model. During the years ended December 31, 2008, 2007 and 2006, we recognized $6,257,000, $5,493,000, and $1,053,000, of compensation expense, respectively, for the portion of Restricted OP Units that vested during last year. As of December 31, 2008, there was $8,150,000 of total remaining unrecognized compensation cost related to non-vested OP units granted under the Plan and the cost is expected to be recognized over a weighted-average period of 1.78 years. Distributions paid on unvested OP Units are charged to retained earnings on our consolidated statements of income and amounted to $938,000, $444,000, and $147,000 in 2008, 2007 and 2006, respectively. The total fair value of units vested during the year ended December 31, 2008 was $1,952,000.
 
Below is a summary of restricted OP unit activity under the Plan for the year ended December 31, 2008.

Non-vested Units	 	Units	 	Weighted-Average
Grant-Date
Fair Value	 	
Non-vested at January 1,2008	 	155,028	 	$	83.37	 	
Granted	 	112,726	 	 	63.58	 	
Vested	 	(32,993	)	 	82.55	 	
Forfeited	 	(1,682	)	 	62.31	 	
Non-vested at December 31, 2008	 	233,079	 	 	74.07	 	

 

157

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
12.	Retirement Plans	
Prior to December 2008, we had two defined benefit pension plans, a Vornado Realty Trust Retirement Plan (“Vornado Plan”) and a Merchandise Mart Properties Pension Plan (“Mart Plan”). The benefits under the Vornado Plan and the Mart Plan (collectively, the “Plans”) were frozen in December 1997 and June 1999, respectively. Benefits under the Plans are or were primarily based on years of service and compensation during employment or on years of credited service and established monthly benefits. Funding policy for the Plans was based on contributions at the minimum amounts required by law. In December 2008, we finalized the termination of the Vornado Plan which resulted in a $4,600,000 pension settlement expense which is included as a component of “general and administrative” expense on our consolidated statement of income. In addition, during the first quarter of 2009, we expect to finalize the termination of the Mart Plan, which will result in the recognition of a $2,800,000 pension settlement expense. The financial results of the Mart Plan, using a December 31, measurement date, are provided below.
 
Obligations and Funded Status
 
The following table sets forth the Mart Plan’s funded status and amounts recognized in our balance sheets:

 	 	 	 	
 	 	2008	 	2007	 	
(Amounts in thousands)	 	 	 	 	 	 	 	
Fair value of plan assets at end of year	 	$	11,850	 	$	13,113	 	
Benefit obligation at end of year	 	 	13,355	 	 	12,430	 	
Funded status at end of year	 	$	(1,505	)	$	683	 	
 	 	 	 	 	 	 	 	
Amounts recorded in the consolidated balance sheet:	 	 	 	 	 	 	 	
Other assets (prepaid benefit cost)	 	$	—	 	$	683	 	
 	 	 	 	 	 	 	 	
Other liabilities (accrued benefit cost)	 	$	(1,505	)	$	—	 	

 
 
 	 	Pension Benefits	 	
 	 	Year Ended December 31,	 	
 	 	2008	    	2007	     	2006	 	
Amounts recognized in accumulated other comprehensive (loss) income consist of:	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	     2,488	 	$	      274	 	$	       —	 	

 

158

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
13.	Leases	
As lessor:
 
We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rentals payable monthly in advance. Office building leases generally require the tenants to reimburse us for operating costs and real estate taxes above their base year costs. Shopping center leases provide for the pass-through to tenants the tenants’ share of real estate taxes, insurance and maintenance. Shopping center leases also provide for the payment by the lessee of additional rent based on a percentage of the tenants’ sales. As of December 31, 2008, future base rental revenue under non-cancelable operating leases, excluding rents for leases with an original term of less than one year and rents resulting from the exercise of renewal options, is as follows:
 
(Amounts in thousands)	 	 	 	
Year Ending December 31:	 	 	 	
2009	 	$	1,792,000	 	
2010	 	 	1,732,000	 	
2011	 	 	1,576,000	 	
2012	 	 	1,417,000	 	
2013	 	 	1,300,000	 	
Thereafter	 	 	7,216,000	 	
 
These amounts do not include rentals based on tenants’ sales. These percentage rents approximated $7,322,000, $9,379,000, and $7,593,000, for the years ended December 31, 2008, 2007, and 2006, respectively.
 
None of our tenants accounted for more than 10% of total revenues for the years ended December 31, 2008, 2007 and 2006.
 
Former Bradlees Locations
 
Pursuant to the Master Agreement and Guaranty, dated May 1, 1992, we are due $5,000,000 per annum of additional rent from Stop & Shop which was allocated to certain of Bradlees former locations. On December 31, 2002, prior to the expiration of the leases to which the additional rent was allocated, we reallocated this rent to other former Bradlees leases also guaranteed by Stop & Shop. Stop & Shop is contesting our right to reallocate and claims that we are no longer entitled to the additional rent. At December 31, 2008, we are due an aggregate of $30,400,000 which is a component of “Accounts Receivable, net” on our consolidated balance sheets recorded at its estimated realizable amount. We believe the additional rent provision of the guaranty expires at the earliest in 2012 and we are vigorously contesting Stop & Shop’s position.

159

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
13.	Leases - continued	
As lessee:
 
We are a tenant under operating leases for certain properties. These leases have terms that expire during the next thirty years. Future minimum lease payments under operating leases at December 31, 2008, are as follows:
 
(Amounts in thousands)	 	 	 	
Year Ending December 31:	 	 	 	
2009	 	$	26,346	 	
2010	 	 	25,066	 	
2011	 	 	24,657	 	
2012	 	 	24,865	 	
2013	 	 	24,872	 	
Thereafter	 	 	1,005,370	 	
 
Rent expense was $29,320,000, $24,503,000, and $18,655,000 for the years ended December 31, 2008, 2007 and 2006, respectively.
 
We are also a lessee under capital leases for real estate. Lease terms generally range from 5-20 years with renewal or purchase options. Capitalized leases are recorded at the present value of future minimum lease payments or the fair market value of the property. Capitalized leases are depreciated on a straight-line basis over the estimated life of the asset or life of the related lease, whichever is shorter. Amortization expense on capital leases is included in “depreciation and amortization” on our consolidated statements of income. As of December 31, 2008, future minimum lease payments under capital leases are as follows:
 
(Amounts in thousands)	 	 	 	
Year Ending December 31:	 	 	 	
2009	 	$	706	 	
2010	 	 	707	 	
2011	 	 	706	 	
2012	 	 	707	 	
2013	 	 	706	 	
Thereafter	 	 	18,134	 	
Total minimum obligations	 	 	21,666	 	
Interest portion	 	 	(14,878	)	
Present value of net minimum payments	 	$	6,788	 	
 
At December 31, 2008 and 2007, $6,788,000 and $6,820,000, respectively, representing the present value of net minimum payments are included in “Other Liabilities” on our consolidated balance sheets. Property leased under capital leases had a total cost of $6,216,000, and related accumulated depreciation of $1,717,000 and $1,562,000, at December 31, 2008 and 2007, respectively.

160

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
14.	Commitments and Contingencies	
Insurance
 
We carry commercial liability and all risk property insurance ((i) fire, (ii) flood, (iii) extended coverage, (iv) “acts of terrorism” as defined in the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”), which expires in December 2014, and (v) rental loss insurance) with respect to our assets. Our New York Office, Washington, DC Office, Retail and Merchandise Mart divisions have $2.0 billion of per occurrence all risk property insurance coverage, including terrorism coverage in effect through September 15, 2009. Our California properties have earthquake insurance with coverage of $150,000,000 per occurrence, subject to a deductible in the amount of 5% of the value of the affected property, and a $150,000,000 annual aggregate.
 
In June 2007 we formed Penn Plaza Insurance Company, LLC (“PPIC”), a wholly owned consolidated subsidiary, to act as a re-insurer with respect to a portion of our earthquake insurance coverage and as a direct insurer for coverage for “certified” acts of terrorism and for nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”). Coverage for “certified” acts of terrorism is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. Prior to the formation of PPIC, we were uninsured for losses under NBCR coverage. Subsequently, we have $2.0 billion of NBCR coverage under TRIPRA, for which PPIC is responsible for 15% of each NBCR loss and the insurance company deductible of $1,000,000. We are ultimately responsible for any loss borne 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 generally non-recourse to us), senior unsecured notes, exchangeable senior debentures, convertible senior debentures 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 and/or refinance our properties and expand our portfolio.
 
Other Contractual Obligations
 
At December 31, 2008, there were $44,565,000 of outstanding letters of credit under our $0 . 965 billion revolving credit facility. 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.
 
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.
 
We are committed to fund additional capital to certain of our partially owned entities aggregating approximately $213,352,000. Of this amount, $80,923,000 is committed to IPF and is pledged as collateral to IPF’s lender.
 
From time to time, we have disposed of substantial amounts of real estate to third parties for which, as to certain properties, we remain contingently liable for rent payments or mortgage indebtedness that we cannot quantify.

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VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
14.	Commitments and Contingencies – continued	
Litigation
 
We are from time to time involved in various other legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters, including the matters referred to above, are not expected to have a material adverse effect on our financial position, results of operations or cash flows.
 
On January 8, 2003, Stop & Shop filed a complaint with the United States District Court for the District of New Jersey (“USDC-NJ”) claiming that we had no right to reallocate and therefore continue to collect the $5,000,000 of annual rent from Stop & Shop pursuant to the Master Agreement and Guaranty, because of the expiration of the East Brunswick, Jersey City, Middletown, Union and Woodbridge leases to which the $5,000,000 of additional rent was previously allocated. Stop & Shop asserted that a prior order of the Bankruptcy Court for the Southern District of New York dated February 6, 2001, as modified on appeal to the District Court for the Southern District of New York on February 13, 2001, froze our right to reallocate which effectively terminated our right to collect the additional rent from Stop & Shop. On March 3, 2003, after we moved to dismiss for lack of jurisdiction, Stop & Shop voluntarily withdrew its complaint. On March 26, 2003, Stop & Shop filed a new complaint in New York Supreme Court, asserting substantially the same claims as in its USDC-NJ complaint. We removed the action to the United States District Court for the Southern District of New York. In January 2005 that court remanded the action to the New York Supreme Court. On February 14, 2005, we served an answer in which we asserted a counterclaim seeking a judgment for all the unpaid additional rent accruing through the date of the judgment and a declaration that Stop & Shop will continue to be liable for the additional rent as long as any of the leases subject to the Master Agreement and Guaranty remain in effect. On May 17, 2005, we filed a motion for summary judgment. On July 15, 2005, Stop & Shop opposed our motion and filed a cross-motion for summary judgment. On December 13, 2005, the Court issued its decision denying the motions for summary judgment. Both parties appealed the Court’s decision and on December 14, 2006, the Appellate Court division issued a decision affirming the Court’s decision. On January 16, 2007, we filed a motion for the reconsideration of one aspect of the Appellate Court’s decision which was denied on March 13, 2007. We are currently engaged in discovery and anticipate that a trial date will be set for some time in 2009. We intend to vigorously pursue our claims against Stop & Shop. In our opinion, after consultation with legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.
 
On May 24, 2007, we acquired a 70% controlling interest in 1290 Avenue of the Americas and the 555 California Street complex. Our 70% interest was acquired through the purchase of all of the shares of a group of foreign companies that own, through U.S. entities, the 1% sole general partnership interest and a 69% limited partnership interest in the partnerships that own the two properties. The remaining 30% limited partnership interest is owned by Donald J. Trump. In August 2005, Mr. Trump brought a lawsuit in the New York State Supreme Court against, among others, the general partners of the partnerships referred to above.   Mr. Trump’s claims arose out of a dispute over the sale price of and use of proceeds from, the sale of properties located on the former Penn Central rail yards between West 59th and 72nd Streets in Manhattan which were formerly owned by the partnerships. In decisions dated September 14, 2005 and July 24, 2006, the Court denied several of Mr. Trump’s motions and ultimately dismissed all of Mr. Trump’s claims, except for his claim seeking access to books and records. In a decision dated October 1, 2007, the Court determined that Mr. Trump had already received access to the books and records to which he was entitled, with the exception of certain documents which were subsequently delivered to Mr. Trump. Mr. Trump sought re-argument and renewal on, and filed a notice of appeal in connection with, his dismissed claims.  In a decision dated January 6, 2009, the Court denied all of Mr. Trump’s motions. Mr. Trump has filed a notice appealing the 2007 and 2009 decisions. In connection with the acquisition, we agreed to indemnify the sellers for liabilities and expenses arising out of Mr. Trump’s claim that the general partners of the partnerships we acquired did not sell the rail yards at a fair price or could have sold the rail yards for a greater price and any other claims asserted in the legal action; provided however, that if Mr. Trump prevails on certain claims involving partnership matters, other than claims relating to sale price, the sellers will be required to reimburse us for certain costs related to those claims. We believe that the claims relating to the sale price are without merit. All other allegations are not asserted as a basis for damages and regardless of merit, and in our opinion, after consultation with legal counsel, will not have a material effect on our financial condition, results of operations or cash flows .
 
In July 2005, we acquired H Street Building Corporation (“H Street”) which has a subsidiary that owns, among other things, a 50% tenancy in common interest in land located in Arlington County, Virginia, known as "Pentagon Row," leased to two tenants. In April 2007, H-Street acquired the remaining 50% interest in that fee. In April 2007, we received letters from those tenants, Street Retail, Inc. and Post Apartment Homes, L.P., claiming they had a right of first offer triggered by each of those transactions. On September 25, 2008, both tenants filed suit against us and the former owners. The claim alleges the right to purchase the fee interest, damages in excess of $75,000,000 and punitive damages. We believe this claim is without merit and in our opinion, after consultation with legal counsel, will not have a material effect on our financial condition, results of operations or cash flows .

162

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
15.	Related Party Transactions	
Loan and Compensation Agreements
 
Pursuant to our annual compensation review in February 2002 with Joseph Macnow, Vornado’s Chief Financial Officer, Vornado’s Compensation Committee approved a $2,000,000 loan to Mr. Macnow, which bore interest at the applicable federal rate of 4.65% per annum and was scheduled to mature in June 2007. The loan was funded on July 23, 2002 and was collateralized by assets with a value of not less than two times the loan amount. On March 26, 2007, Mr. Macnow repaid to us his $2,000,000 outstanding loan.
 
Effective as of April 19, 2007, we entered into a new employment agreement with Mitchell Schear, the President of our Washington, DC Office Division. This agreement, which replaced his prior agreement, was approved by the Compensation Committee of our Board of Trustees and provides for a term of five years and is automatically renewable for one-year terms thereafter. The agreement also provides for a minimum salary of $1,000,000 per year and bonuses and other customary benefits. Pursuant to the terms of the agreement, on April 19, 2007, the Compensation Committee granted options to Mr. Schear to acquire 200,000 of Vornado’s common shares at an exercise price of $119.94 per share. These options vest ratably over three years beginning in 2010 and accelerate on a change of control or if we terminate his employment without cause or by him for breach by us. The agreement also provides that if we terminate Mr. Schear’s employment without cause or by him for breach by us, he will receive a lump-sum payment equal to one year’s salary and bonus, up to a maximum of $2,000,000.
 
Transactions with Affiliates and Officers and Trustees of the Company
 
Alexander’s
We own 32.5% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board and Chief Executive Officer, and Michael D. Fascitelli, Vornado’s President, are officers and directors of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 6 - Investments in Partially Owned Entities to our consolidated financial statements in this Annual Report on Form 10-K.
 
On September 9, 2008, Alexander’s Board of Directors declared a special dividend of $7.00 per share, payable on October 30, 2008, to shareholders of record on October 14, 2008. The dividend was attributable to the liquidation of the wholly owned 731 Lexington Avenue taxable REIT subsidiary into Alexander’s. Accordingly, on October 30, we received $11,578,000, which was accounted for as a reduction of our investment in Alexander’s.
 
On September 15, 2008 and October 14, 2008, Mr. Roth, the Chairman of Vornado’s Board of Directors and Chief Executive Officer, who holds the same positions in Alexander’s, exercised an aggregate of 200,000 of his SARs, which were scheduled to expire on March 4, 2009, and received gross proceeds of $62,809,000.
 
On March 13, 2007, Mr. Fascitelli, Vornado’s President, who also holds the same position in Alexander’s, exercised 350,000 of his SARs, which were scheduled to expire on March 14, 2007, and he received gross proceeds of $50,465,000.
 
Interstate Properties (“Interstate”)
 
Interstate is a general partnership in which Steven Roth, the Chairman of Vornado’s Board and Chief Executive Officer, is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, are Interstate’s two other partners. As of December 31, 2008, Interstate and its partners beneficially owned approximately 8.8% of the common shares of beneficial interest of Vornado and 27.0% of Alexander’s common stock.
 
We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on sixty days’ notice at the end of the term. We believe based upon comparable fees charged by other real estate companies that the management agreement terms are fair to us. We earned $803,000, $800,000 and $798,000 of management fees under the agreement for the years ended December 31, 2008, 2007 and 2006.

163

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
16. Redeemable Partnership Units
A s of December 31, 2008, in connection with Vornado’s preparation for the adoption of FASB Statement 160, which is effective on January 1, 2009, we evaluated the requirements of EITF Topic No. D-98, Classification and Measurement of Redeemable Securities (“Topic D-98”), with respect to the presentation within the equity section of our balance sheets for our redeemable equity securities (which include Class A units owned by third-parties, D Preferred and B-1 and B-2 Convertible units). Although we had classified these securities within “Partners’ Capital” in all of our previously issued consolidated financial statements, we have concluded that we are required to present these securities at their redemption value at each balance sheet date outside of “Partners’ Capital.” This error effects only the balance sheet presentation of our equity accounts and has no impact on income or earnings per unit or on cash flows for any period presented. Although we believe that the effects of these adjustments are not material to our previously issued consolidated financial statements, we have restated the affected balances of prior periods presented in the accompanying consolidated financial statements for comparability purposes and to conform to Vornado’s retrospective application of Topic D-98 in its consolidated financial statements. See Note 2. Basis of Presentation and Significant Accounting Policies, for tables summarizing the effects of such immaterial adjustments on our previously issued consolidated financial statements.
 
The following table sets forth the details of our redeemable partnership units held by third-parties, as of December 31, 2008 and 2007.
 
 	 	Outstanding Units at	 	Per Unit	 	Preferred or
Annual	 	Conversion	 	
Unit Series	 	December 31,
2008	 	December 31,
2007	 	Liquidation
Preference	 	Distribution
Rate	 	Rate Into Class
A Units	 	
Common:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Class A – owned by third-parties (1)	 	14,627,005	 	15,530,125	 	 	N/A	 	$	3.65	 	N/A	 	
D Preferred:	 	 	 	 	 	 	 	 	 	 	 	 	 	
7.00% D-10 Cumulative Redeemable (2)	 	3,200,000	 	3,200,000	 	$	25.00	 	$	1.75	 	N/A	 	
7.20% D-11 Cumulative Redeemable (2)	 	1,400,000	 	1,400,000	 	$	25.00	 	$	1.80	 	N/A	 	
6.55% D-12 Cumulative Redeemable (2)	 	800,000	 	800,000	 	$	25.00	 	$	1.637	 	N/A	 	
6.75% D-14 Cumulative Redeemable (2)	 	4,000,000	 	4,000,000	 	$	25.00	 	$	1.6875	 	N/A	 	
6.875% D-15 Cumulative Redeemable (2)	 	1,800,000	 	1,800,000	 	$	25.00	 	$	1.71875	 	N/A	 	
Convertible:	 	 	 	 	 	 	 	 	 	 	 	 	 	
B-1 Convertible (3)	 	139,798	 	139,798	 	$	50.00	 	$	2.50	 	(3)	 	
B-2 Convertible (3 )	 	304,761	 	304,761	 	$	50.00	 	$	4.00	 	(3)	 	
________________________________

 	(1)	Class A units held by third-parties may be tendered for redemption to us for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unit-holder is equal to the quarterly dividend paid to a Vornado common shareholder.	
 
 	(2)	D Preferred units may be tendered for redemption to us for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or an equivalent amount of Vornado preferred shares; redeemable at our option after the 5th anniversary of the date of issuance (ranging from November 2008 to December 2011).	
 
 	(3)	Class B-1 and B-2 units are convertible into Class A units at a rate of 100 Class A units for each pairing of 100 Class B-1 units and 218 Class B-2 units. Class B-1 unitholders are entitled to receive, in liquidation, an amount equal to the positive difference, if any, between the amount paid in liquidation for a Class A unit and the amount paid in respect of a Class B-2 unit multiplied by 2.18. Class B-2 unitholders are entitled to receive in liquidation the lesser of $50 per unit or the amount paid in respect of a Class A unit on liquidation divided by 2.18. Class B-1 unitholders receive distributions only if, and to the extent that, we pay quarterly dividends on the Class A units in excess of $0.85 per unit. Class B-2 unitholders are expected to receive quarterly distributions of $0.39 per unit .	

 

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VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

17.	Income Per Class A Unit	
The following table provides a reconciliation of both net income and the number of Class A units used in the computation of (i) basic income per Class A unit - which utilizes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units, and (ii) diluted income per Class A unit - which includes the weighted average Class A units and dilutive unit equivalents. Potentially dilutive unit equivalents include our Series A convertible preferred units, Vornado employee stock options and restricted unit awards, exchangeable and exchangeable senior debentures.
 
(Amounts in thousands, except per unit amounts)	 	Year Ended December 31,	 	
 	 	2008	 	2007	 	2006	 	
 	 	 	 	 	 	 	 	 	 	 	
Numerator:	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	283,722	 	$	577,299	 	$	608,485	 	
Income from discontinued operations	 	 	170,532	 	 	64,446	 	 	32,203	 	
Net income	 	 	454,254	 	 	641,745	 	 	640,688	 	
Preferred unit distributions	 	 	(79,453	)	 	(76,894	)	 	(81,941	)	
Numerator for basic income per Class A unit – net income applicable to Class A units	 	 	374,801	 	 	564,851	 	 	558,747	 	
Impact of assumed conversions:	 	 	 	 	 	 	 	 	 	 	
Convertible preferred unit distributions	 	 	—	 	 	271	 	 	4,213	 	
Numerator for diluted income per Class A unit – net income applicable to Class A units	 	$	374,801	 	$	565,122	 	$	562,960	 	
Denominator:	 	 	 	 	 	 	 	 	 	 	
Denominator for basic income per Class A unit – weighted average shares	 	 	168,057	 	 	166,715	 	 	157,306	 	
Effect of dilutive securities (1) :	 	 	 	 	 	 	 	 	 	 	
Vornado employee stock options and restricted unit awards	 	 	4,850	 	 	7,038	 	 	8,014	 	
Convertible preferred units	 	 	—	 	 	118	 	 	1,502	 	
Denominator for diluted income per Class A units –
adjusted weighted average Class A units and assumed conversions	 	 	172,907	 	 	173,871	 	 	166,822	 	
INCOME PER CLASS A UNIT – BASIC:	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	1.22	 	$	3.00	 	$	3.35	 	
Income from discontinued operations	 	 	1.01	 	 	0.39	 	 	0.20	 	
Net income per Class A unit	 	$	2.23	 	$	3.39	 	$	3.55	 	
INCOME PER CLASS A UNIT – DILUTED:	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations	 	$	1.18	 	$	2.88	 	$	3.18	 	
Income from discontinued operations	 	 	0.99	 	 	0.37	 	 	0.19	 	
Net income per Class A unit	 	$	2.17	 	$	3.25	 	$	3.37	 	
____________________
 
(1)	The effect of dilutive securities in the years ended December 31, 2008, 2007 and 2006 excludes an aggregate of 10,713, 6,960 and 6,737 weighted average unit equivalents, respectively, as their effect was anti-dilutive.	

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VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
18.	Summary of Quarterly Results (Unaudited)	
The following summary represents the results of operations for each quarter in 2008, 2007 and 2006:
 
 	 	 	 	Net Income
(loss) Applicable	 	Income (loss) Per
Class A Unit (2)	 	
 	 	Revenues	 	to Class A Units (1)	 	Basic	 	Diluted	 	
(Amounts in thousands, except unit amounts)	 	 	 	 	 	 	 	 	 	 	 	 	 	
2008	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31	 	$	696,259	 	$	(237,956	)	$	(1.41	)	$	(1.41	)	
September 30	 	 	677,145	 	 	34,539	 	 	0.21	 	 	0.20	 	
June 30	 	 	674,365	 	 	137,878	 	 	0.82	 	 	0.80	 	
March 31	 	 	649,282	 	 	440,340	 	 	2.62	 	 	2.49	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2007	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31	 	$	657,166	 	$	97,354	 	$	0.58	 	$	0.56	 	
September 30	 	 	637,078	 	 	129,336	 	 	0.78	 	 	0.74	 	
June 30	 	 	583,220	 	 	168,044	 	 	1.01	 	 	0.96	 	
March 31	 	 	533,052	 	 	170,117	 	 	1.02	 	 	0.97	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2006	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31	 	$	513,441	 	$	117,597	 	$	0.74	 	$	0.70	 	
September 30	 	 	482,429	 	 	125,438	 	 	0.80	 	 	0.76	 	
June 30	 	 	465,594	 	 	165,877	 	 	1.06	 	 	1.01	 	
March 31	 	 	447,636	 	 	149,835	 	 	0.96	 	 	0.91	 	
______________________________

 	(1)	Fluctuations among quarters resulted primarily from the mark-to-market of derivative instruments, net gains on sale of real estate and wholly owned and partially owned assets other than depreciable real estate and from seasonality of business operations.	
 
 	(2)	The total for the year may differ from the sum of the quarters as a result of weighting.	

19.	Impairment Losses on Development Projects and Costs of Acquisitions Not Consummated	
Below is a summary of non-cash Impairment losses on development projects and costs of acquisitions not consummated.
 
 	 	For the Year Ended
December 31,	 	
 	 	 	2008	 	 	2007	 	
Impairment loss on residential condominium projects	 	$	50,625	 	$	—	 	
Write-down of land held for development	 	 	12,500	 	 	—	 	
Cost of acquisitions not consummated (1)	 	 	3,378	 	 	10,375	 	
Other write-downs on development projects	 	 	14,944	 	 	—	 	
 	 	$	81,447	 	$	10,375	 	
 	 	 	 	 	 	 	 	
______________________________

 	(1)	2008 primarily represents costs related to the Hudson Rail Yards acquisition not consummated. 2007 primarily represents costs related to the Equity Office Properties Trust acquisition not consummated .	

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VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

20.	Segment Information	
The financial information summarized below is presented by reportable operating segment, consistent with how we review and manage our businesses.
 
(Amounts in thousands)	 	For the Year Ended December 31, 2008	 	
 	 	Total	 	New York
Office	 	Washington, DC
Office (2)	 	Retail	 	Merchandise
Mart (2)	 	Toys	 	Other (4)	 	
Property rentals	 	$	2,024,075	 	$	722,445	 	$	509,377	 	$	349,763	 	$	245,400	 	$	—	 	$	197,090	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	58,159	 	 	28,023	 	 	6,764	 	 	16,622	 	 	5,954	 	 	—	 	 	796	 	
Amortization of free rent	 	 	32,901	 	 	14,743	 	 	10,778	 	 	4,156	 	 	2,703	 	 	—	 	 	521	 	
Amortization of acquired below- market
leases, net	 	 	96,176	 	 	60,355	 	 	4,423	 	 	26,765	 	 	161	 	 	—	 	 	4,472	 	
Total rentals	 	 	2,211,311	 	 	825,566	 	 	531,342	 	 	397,306	 	 	254,218	 	 	—	 	 	202,879	 	
Tenant expense reimbursements	 	 	358,437	 	 	135,788	 	 	61,523	 	 	128,496	 	 	18,567	 	 	—	 	 	14,063	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	56,416	 	 	71,833	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(15,417	)	
Management and leasing fees	 	 	13,397	 	 	6,411	 	 	8,940	 	 	1,673	 	 	349	 	 	—	 	 	(3,976	)	
Lease termination fees	 	 	8,634	 	 	3,088	 	 	2,635	 	 	2,281	 	 	630	 	 	—	 	 	—	 	
Other	 	 	48,856	 	 	15,699	 	 	22,360	 	 	2,603	 	 	7,059	 	 	—	 	 	1,135	 	
Total revenues	 	 	2,697,051	 	 	1,058,385	 	 	626,800	 	 	532,359	 	 	280,823	 	 	—	 	 	198,684	 	
Operating expenses	 	 	1,070,118	 	 	439,012	 	 	220,139	 	 	201,397	 	 	137,971	 	 	—	 	 	71,599	 	
Depreciation and amortization	 	 	537,427	 	 	190,925	 	 	137,255	 	 	92,353	 	 	51,833	 	 	—	 	 	65,061	 	
General and administrative	 	 	194,027	 	 	20,217	 	 	26,548	 	 	29,866	 	 	29,254	 	 	—	 	 	88,142	 	
Impairment losses on development
projects and costs of acquisitions not
consummated	 	 	81,447	 	 	—	 	 	—	 	 	595	 	 	—	 	 	—	 	 	80,852	 	
Total expenses	 	 	1,883,019	 	 	650,154	 	 	383,942	 	 	324,211	 	 	219,058	 	 	—	 	 	305,654	 	
Operating income (loss)	 	 	814,032	 	 	408,231	 	 	242,858	 	 	208,148	 	 	61,765	 	 	—	 	 	(106,970	)	
Income applicable to Alexander’s	 	 	36,671	 	 	763	 	 	—	 	 	650	 	 	—	 	 	—	 	 	35,258	 	
Income applicable to Toys	 	 	2,380	 	 	—	 	 	—	 	 	—	 	 	—	 	 	2,380	 	 	—	 	
(Loss) income from partially owned entities	 	 	(195,878	)	 	5,319	 	 	6,173	 	 	9,721	 	 	1,106	 	 	—	 	 	(218,197	)	
Interest and other investment income, net	 	 	(2,682	)	 	2,288	 	 	2,116	 	 	494	 	 	356	 	 	—	 	 	(7,936	)	
Interest and debt expense	 	 	(586,358	)	 	(139,146	)	 	(126,508	)	 	(86,787	)	 	(52,148	)	 	—	 	 	(181,769	)	
Net gains on disposition of wholly owned
and partially owned assets other
than depreciable real estate	 	 	7,757	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	7,757	 	
Minority interest of partially owned entities	 	 	3,263	 	 	(4,762	)	 	—	 	 	157	 	 	(125	)	 	—	 	 	7,993	 	
Income (loss) before income taxes	 	 	79,185	 	 	272,693	 	 	124,639	 	 	132,383	 	 	10,954	 	 	2,380	 	 	(463,864	)	
Income tax benefit (expense)	 	 	204,537	 	 	—	 	 	220,973	 	 	(82	)	 	(1,206	)	 	—	 	 	(15,148	)	
Income (loss) from continuing operations	 	 	283,722	 	 	272,693	 	 	345,612	 	 	132,301	 	 	9,748	 	 	2,380	 	 	(479,012	)	
Income (loss) from discontinued
operations, net	 	 	170,532	 	 	—	 	 	59,068	 	 	(448	)	 	—	 	 	—	 	 	111,912	 	
Net income (loss)	 	 	454,254	 	 	272,693	 	 	404,680	 	 	131,853	 	 	9,748	 	 	2,380	 	 	(367,100	)	
Interest and debt expense (3)	 	 	782,394	 	 	132,406	 	 	130,310	 	 	102,600	 	 	53,072	 	 	147,812	 	 	216,194	 	
Depreciation and amortization (3)	 	 	710,526	 	 	181,699	 	 	143,989	 	 	98,238	 	 	52,357	 	 	136,634	 	 	97,609	 	
Income tax expense (benefit) (3)	 	 	(142,415	)	 	—	 	 	(220,965	)	 	82	 	 	1,260	 	 	59,652	 	 	17,556	 	
EBITDA (1)	 	$	1,804,759	 	$	586,798	 	$	458,014	 	$	332,773	 	$	116,437	 	$	346,478	 	$	(35,741	)	
Percentage of EBITDA by segment	 	 	100.0	%	 	32.5	%	 	25.4	%	 	18.4	%	 	6.5	%	 	19.2	%	 	(2.0	)%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Real estate, at cost	 	$	17,869,658	 	$	5,362,129	 	$	4,583,519	 	$	4,576,729	 	$	1,344,093	 	$	—	 	$	2,003,188	 	
Investments in partially owned entities	 	 	1,083,250	 	 	129,934	 	 	115,121	 	 	20,079	 	 	6,969	 	 	293,096	 	 	518,051	 	
Total Assets	 	 	21,418,210	 	 	5,287,544	 	 	3,934,039	 	 	3,733,586	 	 	1,468,470	 	 	293,096	 	 	6,701,475	 	
________________
See notes on page 170.
167

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
20.	Segment Information - continued	
 
(Amounts in thousands)	 	For the Year Ended December 31, 2007	 	
 	 	Total	 	New York
Office	 	Washington, DC
Office (2)	 	Retail	 	Merchandise
Mart (2)	 	Toys	 	Other (4)	 	
Property rentals	 	$	1,816,698	 	$	640,739	 	$	455,416	 	$	328,911	 	$	237,199	 	$	—	 	$	154,433	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	42,431	 	 	13,281	 	 	11,856	 	 	12,257	 	 	4,193	 	 	—	 	 	844	 	
Amortization of free rent	 	 	34,602	 	 	15,935	 	 	14,115	 	 	1,138	 	 	1,836	 	 	—	 	 	1,578	 	
Amortization of acquired below-
market leases, net	 	 	83,292	 	 	47,861	 	 	4,615	 	 	25,960	 	 	193	 	 	—	 	 	4,663	 	
Total rentals	 	 	1,977,023	 	 	717,816	 	 	486,002	 	 	368,266	 	 	243,421	 	 	—	 	 	161,518	 	
Tenant expense reimbursements	 	 	323,544	 	 	125,940	 	 	45,138	 	 	120,756	 	 	19,570	 	 	—	 	 	12,140	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	46,238	 	 	58,837	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(12,599	)	
Management and leasing fees	 	 	15,713	 	 	4,928	 	 	12,539	 	 	1,770	 	 	7	 	 	—	 	 	(3,531	)	
Lease termination fees	 	 	7,453	 	 	3,500	 	 	453	 	 	2,823	 	 	677	 	 	—	 	 	—	 	
Other	 	 	40,545	 	 	16,239	 	 	16,299	 	 	2,257	 	 	6,997	 	 	—	 	 	(1,247	)	
Total revenues	 	 	2,410,516	 	 	927,260	 	 	560,431	 	 	495,872	 	 	270,672	 	 	—	 	 	156,281	 	
Operating expenses	 	 	951,582	 	 	395,357	 	 	183,776	 	 	172,557	 	 	131,332	 	 	—	 	 	68,560	 	
Depreciation and amortization	 	 	441,209	 	 	150,268	 	 	117,496	 	 	78,286	 	 	47,105	 	 	—	 	 	48,054	 	
General and administrative	 	 	189,041	 	 	17,252	 	 	27,629	 	 	27,476	 	 	28,168	 	 	—	 	 	88,516	 	
Costs of acquisitions not consummated	 	 	10,375	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	10,375	 	
Total expenses	 	 	1,592,207	 	 	562,877	 	 	328,901	 	 	278,319	 	 	206,605	 	 	—	 	 	215,505	 	
Operating income (loss)	 	 	818,309	 	 	364,383	 	 	231,530	 	 	217,553	 	 	64,067	 	 	—	 	 	(59,224	)	
Income applicable to Alexander’s	 	 	50,589	 	 	757	 	 	—	 	 	812	 	 	—	 	 	—	 	 	49,020	 	
Loss applicable to Toys “R” Us	 	 	(14,337	)	 	—	 	 	—	 	 	—	 	 	—	 	 	(14,337	)	 	—	 	
Income from partially owned entities	 	 	31,891	 	 	4,799	 	 	8,728	 	 	9,041	 	 	1,053	 	 	—	 	 	8,270	 	
Interest and other investment income	 	 	226,425	 	 	2,888	 	 	5,982	 	 	534	 	 	390	 	 	—	 	 	216,631	 	
Interest and debt expense	 	 	(569,386	)	 	(133,804	)	 	(126,163	)	 	(78,234	)	 	(52,237	)	 	—	 	 	(178,948	)	
Net gains on disposition of wholly owned
and partially owned assets other
than depreciable real estate	 	 	39,493	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	39,493	 	
Minority interest of partially owned
entities	 	 	3,494	 	 	(3,583	)	 	—	 	 	96	 	 	—	 	 	—	 	 	6,981	 	
Income (loss) before income taxes	 	 	586,478	 	 	235,440	 	 	120,077	 	 	149,802	 	 	13,273	 	 	(14,337	)	 	82,223	 	
Income tax expense	 	 	(9,179	)	 	—	 	 	(2,909	)	 	(185	)	 	(969	)	 	—	 	 	(5,116	)	
Income (loss) from continuing operations	 	 	577,299	 	 	235,440	 	 	117,168	 	 	149,617	 	 	12,304	 	 	(14,337	)	 	77,107	 	
Income (loss) from discontinued
operations, net	 	 	64,446	 	 	—	 	 	62,481	 	 	6,397	 	 	—	 	 	—	 	 	(4,432	)	
Net income (loss)	 	 	641,745	 	 	235,440	 	 	179,649	 	 	156,014	 	 	12,304	 	 	(14,337	)	 	72,675	 	
Interest and debt expense (3)	 	 	823,030	 	 	131,418	 	 	131,013	 	 	89,537	 	 	53,098	 	 	174,401	 	 	243,563	 	
Depreciation and amortization (3)	 	 	676,660	 	 	147,340	 	 	132,302	 	 	82,002	 	 	47,711	 	 	155,800	 	 	111,505	 	
Income tax expense (benefit) (3)	 	 	4,234	 	 	—	 	 	6,738	 	 	185	 	 	969	 	 	(10,898	)	 	7,240	 	
EBITDA (1)	 	$	2,145,669	 	$	514,198	 	$	449,702	 	$	327,738	 	$	114,082	 	$	304,966	 	$	434,983	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Real estate, at cost	 	$	17,028,507	 	$	5,279,314	 	$	4,408,459	 	$	4,079,292	 	$	1,301,532	 	$	––	 	$	1,959,910	 	
Investments in partially owned entities	 	 	1,504,831	 	 	146,784	 	 	120,561	 	 	111,152	 	 	6,283	 	 	298,089	 	 	821,962	 	
Total Assets	 	 	22,478,935	 	 	5,091,848	 	 	3,315,333	 	 	3,056,915	 	 	1,475,876	 	 	298,089	 	 	9,240,874	 	
 
___________________
See notes on page 170.

168

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
20.	Segment Information - continued	
 
(Amounts in thousands)	 	For the Year Ended December 31, 2006	
 	 	Total	 	New York
Office	 	Washington, DC
Office (2)	 	Retail	 	Merchandise
Mart (2)	 	Toys	 	Other (4)	 	
Property rentals	 	$	1,458,201	 	$	487,421	 	$	394,997	 	$	264,727	 	$	224,341	 	$	—	 	$	86,715	 	
Straight-line rents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Contractual rent increases	 	 	31,947	 	 	4,431	 	 	13,632	 	 	7,908	 	 	6,142	 	 	—	 	 	(166	)	
Amortization of free rent	 	 	31,103	 	 	7,245	 	 	16,155	 	 	5,080	 	 	2,623	 	 	—	 	 	—	 	
Amortization of acquired below-
market leases, net	 	 	23,490	 	 	976	 	 	4,178	 	 	15,513	 	 	43	 	 	—	 	 	2,780	 	
Total rentals	 	 	1,544,741	 	 	500,073	 	 	428,962	 	 	293,228	 	 	233,149	 	 	—	 	 	89,329	 	
Tenant expense reimbursements	 	 	260,772	 	 	102,488	 	 	34,618	 	 	101,737	 	 	17,810	 	 	—	 	 	4,119	 	
Fee and other income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tenant cleaning fees	 	 	33,779	 	 	42,317	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(8,538	)	
Management and leasing fees	 	 	10,256	 	 	1,111	 	 	7,643	 	 	1,463	 	 	39	 	 	—	 	 	—	 	
Lease termination fees	 	 	29,362	 	 	25,188	 	 	2,798	 	 	371	 	 	1,005	 	 	—	 	 	—	 	
Other	 	 	30,190	 	 	12,307	 	 	11,247	 	 	1,588	 	 	4,963	 	 	—	 	 	85	 	
Total revenues	 	 	1,909,100	 	 	683,484	 	 	485,268	 	 	398,387	 	 	256,966	 	 	—	 	 	84,995	 	
Operating expenses	 	 	737,452	 	 	301,583	 	 	152,121	 	 	130,520	 	 	103,644	 	 	—	 	 	49,584	 	
Depreciation and amortization	 	 	319,066	 	 	98,474	 	 	106,592	 	 	50,806	 	 	42,132	 	 	—	 	 	21,062	 	
General and administrative	 	 	180,167	 	 	16,942	 	 	34,074	 	 	21,683	 	 	26,572	 	 	—	 	 	80,896	 	
Total expenses	 	 	1,236,685	 	 	416,999	 	 	292,787	 	 	203,009	 	 	172,348	 	 	—	 	 	151,542	 	
Operating income (loss)	 	 	672,415	 	 	266,485	 	 	192,481	 	 	195,378	 	 	84,618	 	 	—	 	 	(66,547	)	
(Loss) income applicable
to Alexander’s	 	 	(14,530	)	 	772	 	 	—	 	 	716	 	 	—	 	 	—	 	 	(16,018	)	
Loss applicable to Toys “R” Us	 	 	(47,520	)	 	—	 	 	—	 	 	—	 	 	—	 	 	(47,520	)	 	—	 	
Income from partially owned entities	 	 	60,355	 	 	3,844	 	 	13,302	 	 	5,950	 	 	1,076	 	 	—	 	 	36,183	 	
Interest and other investment income	 	 	255,391	 	 	913	 	 	1,782	 	 	812	 	 	275	 	 	—	 	 	251,609	 	
Interest and debt expense	 	 	(394,571	)	 	(84,134	)	 	(97,972	)	 	(79,202	)	 	(28,672	)	 	—	 	 	(104,591	)	
Net gains on disposition of wholly
owned and partially owned assets
other than depreciable real estate	 	 	76,073	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	76,073	 	
Minority interest of partially owned
entities	 	 	1,363	 	 	—	 	 	—	 	 	84	 	 	5	 	 	—	 	 	1,274	 	
Income (loss) before income taxes	 	 	608,976	 	 	187,880	 	 	109,593	 	 	123,738	 	 	57,302	 	 	(47,520	)	 	177,983	 	
Income tax (expense) benefit	 	 	(491	)	 	—	 	 	(1,066	)	 	—	 	 	575	 	 	—	 	 	—	 	
Income (loss) from continuing
operations	 	 	608,485	 	 	187,880	 	 	108,527	 	 	123,738	 	 	57,877	 	 	(47,520	)	 	177,983	 	
Income (loss) from discontinued
operations, net	 	 	32,203	 	 	—	 	 	25,714	 	 	9,206	 	 	5,682	 	 	—	 	 	(8,399	)	
Net income (loss)	 	 	640,688	 	 	187,880	 	 	134,241	 	 	132,944	 	 	63,559	 	 	(47,520	)	 	169,584	 	
Interest and debt expense (3)	 	 	692,496	 	 	86,861	 	 	107,477	 	 	89,748	 	 	29,551	 	 	196,259	 	 	182,600	 	
Depreciation and amortization (3)	 	 	542,515	 	 	101,976	 	 	125,674	 	 	56,168	 	 	42,717	 	 	137,176	 	 	78,804	 	
Income tax (benefit) expense (3)	 	 	(11,848	)	 	—	 	 	8,976	 	 	—	 	 	(575	)	 	(22,628	)	 	2,379	 	
EBITDA (1)	 	$	1,863,851	 	$	376,717	 	$	376,368	 	$	278,860	 	$	135,252	 	$	263,287	 	$	433,367	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Real estate, at cost	 	$	11,607,078	 	$	3,283,405	 	$	3,501,927	 	$	2,825,156	 	$	1,272,883	 	$	––	 	$	723,707	 	
Investments in partially owned entities	 	 	1,440,124	 	 	106,394	 	 	286,108	 	 	143,028	 	 	6,547	 	 	317,145	 	 	580,902	 	
Total Assets	 	 	17,954,281	 	 	3,733,819	 	 	2,427,378	 	 	2,507,452	 	 	1,580,691	 	 	317,145	 	 	7,387,796	 	
 
____________________
See notes on following page.

169

 

VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
20.	Segment Information - continued	
Notes to preceding tabular information:
 
(1)	EBITDA represents “Earnings Before Interest, Taxes, Depreciation and Amortization.” Management considers EBITDA a supplemental measure for making decisions and assessing the un-levered performance of its 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, management utilizes this measure to make investment decisions as well as to compare the performance of its assets to that of its 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)	As of January 1, 2008, we transferred the operations and financial results related to 409 3 rd Street, NW (Washington Office Center) from the Merchandise Mart segment to the Washington, DC Office segment for both the current and prior periods presented.	
 
(3)	Interest and debt expense and depreciation and amortization and income tax (benefit) expense in the reconciliation of net income to EBITDA include our share of these items from partially owned entities.	
 
(4)	Other EBITDA is comprised of:	
 
(Amounts in thousands)	 	For the Year Ended December 31,	 	
 	 	2008	 	2007	 	2006	 	
Alexander’s	 	$	64,683	 	$	78,375	 	$	14,130	 	
555 California Street (acquired 70% interest in May 2007)	 	 	48,316	 	 	34,073	 	 	—	 	
Hotel Pennsylvania	 	 	42,269	 	 	37,941	 	 	27,495	 	
Lexington	 	 	35,150	 	 	24,539	 	 	51,737	 	
GMH (sold in June 2008)	 	 	—	 	 	22,604	 	 	10,737	 	
Industrial warehouses	 	 	5,264	 	 	4,881	 	 	5,582	 	
Other investments	 	 	6,321	 	 	7,322	 	 	13,253	 	
 	 	 	202,003	 	 	209,735	 	 	122,934	 	
Non-cash asset write-downs:	 	 	 	 	 	 	 	 	 	 	
Investment in Lexington	 	 	(107,882	)	 	—	 	 	—	 	
Marketable equity securities	 	 	(76,352	)	 	—	 	 	—	 	
Real estate development costs:	 	 	 	 	 	 	 	 	 	 	
Partially owned entities	 	 	(96,037	)	 	—	 	 	—	 	
Wholly owned entities (including costs of acquisitions not consummated)	 	 	(80,852	)	 	(10,375	)	 	—	 	
MPH mezzanine loan loss reversal (accrual)	 	 	10,300	 	 	(57,000	)	 	—	 	
Derivative positions in marketable equity securities	 	 	(33,740	)	 	113,503	 	 	111,107	 	
Corporate general and administrative expenses	 	 	(77,763	)	 	(76,799	)	 	(76,071	)	
Investment income and other, net	 	 	95,315	 	 	188,258	 	 	209,106	 	
Discontinued operations of Americold (including a $112,690 net gain on
sale in 2008)	 	 	129,267	 	 	67,661	 	 	66,291	 	
 	 	$	(35,741	)	$	434,983	 	$	433,367	 	

 

170

 

ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
 
ITEM 9A.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures: Vornado’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our 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 annual report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
 
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
                      MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Management of Vornado Realty Trust, sole general partner of Vornado Realty L.P., together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
 
As of December 31, 2008, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2008 was effective.
 
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the trustees of us; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
 
Our internal control over financial reporting as of December 31, 2008 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on page 172, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2008.

171

 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Partners
Vornado Realty L.P.
New York, New York
 
We have audited the internal control over financial reporting of Vornado Realty L.P., together with its consolidated subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of trustees, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2008 of the Company and our report dated March 10, 2009 expressed an unqualified opinion on those financial statements and financial statement schedules.
 
/s/ DELOITTE & TOUCHE LLP
 
Parsippany, New Jersey
March 10, 2009

172

 

Item 9B.	OTHER INFORMATION	
 
None.
 
PART III
 
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	
 
Information relating to trustees of Vornado, the Registrant’s sole general partner, including its audit committee and audit committee financial expert, will be contained in Vornado’s definitive Proxy Statement involving the election of trustees under the caption “Election of Trustees” which Vornado will file with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 not later than 120 days after December 31, 2008, and such information is incorporated herein by reference. Information relating to Vornado’s Executive Officers, appears on page 58 of this Annual Report on Form 10-K. Also incorporated herein by reference is the information under the caption “16(a) Beneficial Ownership Reporting Compliance” of Vornado’s Proxy Statement.
 
The Registrant has adopted a Code of Business Conduct and Ethics that applies to, among others, Steven Roth, Vornado’s principal executive officer, and Joseph Macnow, Vornado’s principal financial and accounting officer. This Code is available on our website at www.vno.com .
 
Item 11.	EXECUTIVE COMPENSATION	
Information relating to Vornado’s executive officer and director compensation will be contained in Vornado’s Proxy Statement referred to above in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Executive Compensation” and such information is incorporated herein by reference.
 
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	
Information relating to security ownership of certain beneficial owners and management will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Principal Security Holders” and such information is incorporated herein by reference.
 
 	Equity compensation plan information	
The following table provides information as of December 31, 2008 regarding Vornado’s equity compensation plans.
 
Plan Category	 	Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights	 	Weighted-average
exercise price of
outstanding options,
warrants and rights	 	Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
the second column)	 	
Equity compensation plans approved
by security holders	 	11,091,091	(1)	$	66.64	 	2,407,095	(2)	
Equity compensation awards not
approved by security holders	 	—	 	 	—	 	—	 	
Total	 	11,091,091	 	$	66.64	 	2,407,095	 	
___________________________
 	(1)	Includes 87,860 restricted Vornado common shares, 233,079 restricted partnership units and 779,669 Out-Performance Plan units which do not have an option exercise price.	
 	(2)	All of the shares available for future issuance under plans approved by the security holders may be issued as restricted shares or performance shares.	
 
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	
Information relating to certain relationships and related transactions will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Certain Relationships and Related Transactions” and such information is incorporated herein by reference.

173

 

Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	
Information relating to Principal Accountant fees and services will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Ratification of Selection of Independent Auditors” and such information is incorporated herein by reference.
 
PART IV
 
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	
 	(a)	The following documents are filed as part of this report:	
 
 	1.	The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K.	
 
The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.
 
 	 	Pages in this
Annual Report
on Form 10-K	 	
II--Valuation and Qualifying Accounts--years ended December 31, 2008, 2007 and 2006	 	176	 	
III--Real Estate and Accumulated Depreciation as of December 31, 2008	 	177	 	
 
Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.
 
The Exhibit Index attached hereto is herein incorporated by reference. The following exhibits listed on the Exhibit Index are filed with this Annual Report on Form 10-K.
 
Exhibit No.	 	 	 	
12	 	 	Computation of Ratios	
21	 	 	Subsidiaries of Registrant	
23	 	 	Consent of Independent Registered Public Accounting Firm	
31.1	 	 	Rule 13a-14 (a) Certification of Chief Executive Officer	
31.2	 	 	Rule 13a-14 (a) Certification of Chief Financial Officer	
32.1	 	 	Section 1350 Certification of the Chief Executive Officer	
32.2	 	 	Section 1350 Certification of the Chief Financial Officer	

174

 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15 (d) 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.
 
 	By:	VORNADO REALTY L.P.	
 	 	(Registrant)	
 	 	 	
 	By:	VORNADO REALTY TRUST	
 	 	(Sole general partner)	
 	 	 	
Date: March 10, 2009	By:	/s/ Joseph Macnow	
 	 	Joseph Macnow, Executive Vice President –
Finance and Administration and
Chief Financial Officer of Vornado Realty Trust, sole
general partner (duly authorized officer
and principal financial and accounting officer)	
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
 	Signature	 	Title	 	Date	
 	 	 	 	 	 	
By:	/s/Steven Roth	 	Chairman of the Board of Trustees	 	March 10, 2009	
 	(Steven Roth)	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	 	
By:	/s/Michael D. Fascitelli	 	President and Trustee	 	March 10, 2009	
 	(Michael D. Fascitelli)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Candace L. Beinecke	 	Trustee	 	March 10, 2009	
 	(Candace L. Beinecke)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Anthony W. Deering	 	Trustee	 	March 10, 2009	
 	(Anthony W. Deering)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Robert P. Kogod	 	Trustee	 	March 10, 2009	
 	(Robert P. Kogod)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Michael Lynne	 	Trustee	 	March 10, 2009	
 	(Michael Lynne)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/David Mandelbaum	 	Trustee	 	March 10, 2009	
 	(David Mandelbaum)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Robert H. Smith	 	Trustee	 	March 10, 2009	
 	(Robert H. Smith)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Ronald G. Targan	 	Trustee	 	March 10, 2009	
 	(Ronald G. Targan)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Richard R. West	 	Trustee	 	March 10, 2009	
 	(Richard R. West)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Russell B. Wight	 	Trustee	 	March 10, 2009	
 	(Russell B. Wight, Jr.)	 	 	 	 	
 	 	 	 	 	 	
By:	/s/Joseph Macnow	 	Executive Vice President — Finance and	 	March 10, 2009	
 	(Joseph Macnow)	 	Administration and Chief Financial Officer
     (Principal Financial and Accounting Officer)	 	 	
175

VORNADO REALTY L.P.
AND SUBSIDIARIES
 
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2008
(Amounts in Thousands)

Column A	 	Column B	 	Column C	 	Column D	 	Column E	 	
Description	 	Balance at
Beginning
of Year	 	Additions
Charged
Against
Operations	 	Uncollectible
Accounts
Written-off	 	Balance
at End
of Year	 	

Year Ended December 31, 2008:
Allowance for doubtful accounts	 	$	79,227	 	$	20,931	(1)	$	(14,851	)(2)	$	85,307	 	
Year Ended December 31, 2007:
Allowance for doubtful accounts	 	$	18,199	 	$	65,680	(1)	$	(4,652	)	$	79,227	 	
Year Ended December 31, 2006:
Allowance for doubtful accounts	 	$	21,202	 	$	2,844	 	$	(5,847	)	$	18,199	 	
________________________	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	(1)	2007 includes a $57,000 allowance on one of our investments in a mezzanine loan, of which $10,300 was reversed in 2008 upon sale of a participation in that loan.	
 
 	(2)	Includes $9,482 for tenants that filed for bankruptcy, of which $5,135 relates to Circuit City.	

176

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
Office Buildings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New York	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Manhattan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1290 Avenue of the Americas	$	444,666	 	$	515,539	 	932,629	$	6,964	 	515,539	$	939,593	$	1,455,132	$	48,061	1963	2007	(4)	
350 Park	 	430,000	 	 	265,889	 	363,381	 	7,005	 	265,889	 	370,386	 	636,275	 	19,104	1960	2006	(4)	
One Penn Plaza	 	-	 	 	-	 	412,169	 	141,215	 	-	 	553,384	 	553,384	 	147,616	1972	1998	(4)	
100 W.33rd St (Manhattan Mall)	 	159,361	 	 	242,776	 	247,970	 	1,432	 	242,776	 	249,402	 	492,178	 	12,249	1911	2007	(4)	
Two Penn Plaza	 	287,386	 	 	53,615	 	164,903	 	85,471	 	52,689	 	251,300	 	303,989	 	77,267	1968	1997	(4)	
770 Broadway	 	353,000	 	 	52,898	 	95,686	 	72,857	 	52,898	 	168,543	 	221,441	 	50,263	1907	1998	(4)	
90 Park Avenue	 	-	 	 	8,000	 	175,890	 	28,606	 	8,000	 	204,496	 	212,496	 	60,442	1964	1997	(4)	
888 Seventh Avenue	 	318,554	 	 	-	 	117,269	 	91,163	 	-	 	208,432	 	208,432	 	53,571	1980	1998	(4)	
640 Fifth Avenue	 	-	 	 	38,224	 	25,992	 	107,230	 	38,224	 	133,222	 	171,446	 	35,607	1950	1997	(4)	
Eleven Penn Plaza	 	206,877	 	 	40,333	 	85,259	 	41,972	 	40,333	 	127,231	 	167,564	 	38,895	1923	1997	(4)	
1740 Broadway	 	-	 	 	26,971	 	102,890	 	36,323	 	26,971	 	139,213	 	166,184	 	32,838	1950	1997	(4)	
909 Third Avenue	 	214,075	 	 	-	 	120,723	 	27,814	 	-	 	148,537	 	148,537	 	39,545	1969	1999	(4)	
150 East 58th Street	 	-	 	 	39,303	 	80,216	 	26,031	 	39,303	 	106,247	 	145,550	 	30,303	1969	1998	(4)	
595 Madison Avenue	 	-	 	 	62,731	 	62,888	 	15,523	 	62,731	 	78,411	 	141,142	 	18,795	1968	1999	(4)	
866 United Nations Plaza	 	44,978	 	 	32,196	 	37,534	 	12,313	 	32,196	 	49,847	 	82,043	 	18,348	1966	1997	(4)	
20 Broad Street	 	-	 	 	-	 	28,760	 	21,876	 	-	 	50,636	 	50,636	 	11,359	1956	1998	(4)	
40 Fulton Street	 	-	 	 	15,732	 	26,388	 	4,110	 	15,732	 	30,498	 	46,230	 	9,441	1987	1998	(4)	
689 Fifth Avenue	 	-	 	 	19,721	 	13,446	 	10,437	 	19,721	 	23,883	 	43,604	 	7,129	1925	1998	(4)	
330 West 34th Street	 	-	 	 	-	 	8,599	 	11,403	 	-	 	20,002	 	20,002	 	6,370	1925	1998	(4)	
40-42 Thompson Street	 	-	 	 	6,503	 	10,057	 	375	 	6,503	 	10,432	 	16,935	 	865	1928	2005	(4)	
1540 Broadway Garage	 	-	 	 	4,086	 	8,914	 	-	 	4,086	 	8,914	 	13,000	 	558	1990	2006	(4)	
Other	 	-	 	 	-	 	5,548	 	18,880	 	-	 	24,428	 	24,428	 	2,300	 	 	 	
Total New York	 	2,458,897	 	 	1,424,517	 	3,127,111	 	769,000	 	1,423,591	 	3,897,037	 	5,320,628	 	720,926	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington, DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2011-2451 Crystal Drive	 	88,732	 	 	100,935	 	409,920	 	86,464	 	100,228	 	497,091	 	597,319	 	100,531	1984-1989	2002	(4)	
Warner Building	 	292,700	 	 	70,853	 	246,169	 	21,347	 	81,983	 	256,386	 	338,369	 	21,945	1992	2005	(4)	
2001 Jefferson Davis Highway,
2100/2200 Crystal Drive,
223  23rd  Street,
2221 South Clark Street,
2100  Crystal Drive Retail	 	40,701	 	 	57,213	 	131,206	 	142,840	 	48,657	 	282,602	 	331,259	 	34,011	1964-1969	2002	(4)	
1550-1750 Crystal Drive/
241-251 18th Street	 	130,444	 	 	64,817	 	218,330	 	38,033	 	64,652	 	256,528	 	321,180	 	55,995	1974-1980	2002	(4)	
H Street Apartments	 	259,546	 	 	118,421	 	125,078	 	46,461	 	138,696	 	151,264	 	289,960	 	5,651	 	2007	(4)	
Skyline Place (6 buildings)	 	442,500	 	 	41,986	 	221,869	 	20,637	 	41,862	 	242,630	 	284,492	 	49,329	1973-1984	2002	(4)	
1215, 1225 S. Clark Street/ 200,
201 12th Street S.	 	145,594	 	 	47,594	 	177,373	 	21,371	 	47,465	 	198,873	 	246,338	 	42,742	1983-1987	2002	(4)	
1800, 1851 and 1901 South Bell Street	 	27,801	 	 	37,551	 	118,806	 	16,114	 	37,551	 	134,920	 	172,471	 	26,028	1968	2002	(4)	
2101 L Street	 	150,000	 	 	32,815	 	51,642	 	69,234	 	39,768	 	113,923	 	153,691	 	2,938	1975	2003	(4)	
Bowen Building	 	115,022	 	 	30,077	 	98,962	 	1,631	 	30,176	 	100,494	 	130,670	 	9,313	2004	2005	(4)	
2200-2300 Courthhouse Plaza	 	70,774	 	 	-	 	105,475	 	24,177	 	-	 	129,652	 	129,652	 	26,611	1988-1989	2002	(4)	

177

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
1999 K Street	 	73,747	 	 	55,438	 	3,012	 	63,234	 	-	 	121,684	 	121,684	 	-	 	2006	(4)	
1875 Connecticut Ave NW	 	30,770	 	 	36,303	 	82,004	 	832	 	35,886	 	83,253	 	119,139	 	7,589	1963	2007	(4)	
1229-1231 25th Street	 	24,620	 	 	67,049	 	5,039	 	37,647	 	-	 	109,735	 	109,735	 	-	 	2007	(4)	
Reston Executive	 	93,000	 	 	15,424	 	85,722	 	7,299	 	15,380	 	93,065	 	108,445	 	19,376	1987-1989	2002	(4)	
One Skyline Tower	 	100,800	 	 	12,266	 	75,343	 	15,339	 	12,231	 	90,717	 	102,948	 	17,329	1988	2002	(4)	
H Street - North 10-1D
Land Parcel	 	-	 	 	104,473	 	55	 	(9,971	)	90,522	 	4,035	 	94,557	 	1	 	2007	(4)	
1825 Connecticut Ave NW	 	28,958	 	 	33,090	 	61,316	 	(769	)	32,726	 	60,911	 	93,637	 	11,395	1956	2007	(4)	
409 3rd Street	 	-	 	 	10,719	 	69,658	 	7,258	 	10,719	 	76,916	 	87,635	 	21,187	1990	1998	(4)	
Commerce Executive	 	50,213	 	 	13,401	 	58,705	 	12,711	 	13,363	 	71,454	 	84,817	 	15,865	1985-1989	2002	(4)	
1235 S. Clark Street	 	54,128	 	 	15,826	 	53,894	 	10,884	 	15,826	 	64,778	 	80,604	 	10,238	1981	2002	(4)	
Seven Skyline Place	 	134,700	 	 	10,292	 	58,351	 	(3,607	)	10,262	 	54,774	 	65,036	 	11,970	2001	2002	(4)	
1150 17th Street	 	29,659	 	 	23,359	 	24,876	 	13,823	 	24,723	 	37,335	 	62,058	 	8,198	1970	2002	(4)	
Crystal City Hotel	 	-	 	 	8,000	 	47,191	 	5,108	 	8,000	 	52,299	 	60,299	 	5,518	1968	2004	(4)	
1750 Penn Avenue	 	46,570	 	 	20,020	 	30,032	 	1,244	 	21,170	 	30,126	 	51,296	 	6,306	1964	2002	(4)	
1101 17th Street	 	24,561	 	 	20,666	 	20,112	 	8,151	 	21,818	 	27,111	 	48,929	 	6,312	1963	2002	(4)	
H Street Ground Leases	 	-	 	 	71,893	 	-	 	(26,893	)	45,000	 	-	 	45,000	 	-	 	2007	(4)	
1227 25th Street	 	-	 	 	16,293	 	24,620	 	1,194	 	17,047	 	25,060	 	42,107	 	875	 	2007	(4)	
1140 Connecticut Avenue	 	18,166	 	 	19,017	 	13,184	 	6,899	 	19,801	 	19,299	 	39,100	 	5,033	1966	2002	(4)	
1730 M. Street	 	15,336	 	 	10,095	 	17,541	 	8,704	 	10,687	 	25,653	 	36,340	 	6,350	1963	2002	(4)	
Democracy Plaza I	 	-	 	 	-	 	33,628	 	(304)	 	-	 	33,324	 	33,324	 	10,130	1987	2002	(4)	
1726 M Street	 	-	 	 	9,450	 	22,062	 	150	 	9,455	 	22,207	 	31,662	 	1,244	1964	2006	(4)	
Crystal City Shop	 	-	 	 	-	 	20,465	 	5,779	 	-	 	26,244	 	26,244	 	4,682	2004	2004	(4)	
1101 South Capitol Street	 	-	 	 	11,541	 	178	 	57	 	11,597	 	179	 	11,776	 	96	 	2007	(4)	
South Capital	 	-	 	 	4,009	 	6,273	 	(5,074	)	-	 	5,208	 	5,208	 	-	 	2005	(4)	
H Street	 	-	 	 	1,763	 	641	 	35	 	1,763	 	676	 	2,439	 	57	 	2005	(4)	
Tysons Dulles	 	-	 	 	19,146	 	79,095	 	(98,241	)	-	 	-	 	-	 	-	1986-1990	2002	(4)	
1707 H Street	 	-	 	 	27,058	 	1,002	 	(28,060	)	-	 	-	 	-	 	-	 	2007	(4)	
Other	 	-	 	 	-	 	51,767	 	(41,063	)	-	 	10,704	 	10,704	 	-	 	 	 	
Total Washington, DC	 	2,489,042	 	 	1,238,853	 	2,850,596	 	480,675	 	1,059,014	 	3,511,110	 	4,570,124	 	544,845	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Jersey	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Paramus	 	-	 	 	-	 	-	 	23,134	 	1,033	 	22,101	 	23,134	 	11,785	1967	1987	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
California	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
555 California Street	 	720,671	 	 	221,903	 	899,839	 	10,747	 	221,903	 	910,586	 	1,132,489	 	48,086	1922/1969/1970	2007	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Office Buildings	 	5,668,610	 	 	2,885,273	 	6,877,546	 	1,283,556	 	2,705,541	 	8,340,834	 	11,046,375	 	1,325,642	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Shopping Centers	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
California	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Los Angeles
(Beverly Connection)	 	100,000	 	 	72,996	 	131,510	 	-	 	72,996	 	131,510	 	204,506	 	6,907	 	2005	(4)	
Sacramento	 	-	 	 	3,897	 	31,370	 	-	 	3,897	 	31,370	 	35,267	 	2,405	 	2006	(4)	
San Francisco
(The Cannery)	 	18,561	 	 	20,100	 	11,923	 	2,521	 	20,100	 	14,444	 	34,544	 	550	 	2007	(4)	
Walnut Creek
(1149 S. Main St)	 	-	 	 	2,699	 	19,930	 	-	 	2,699	 	19,930	 	22,629	 	1,528	 	2006	(4)	

178

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
Pasadena	 	-	 	 	-	 	18,337	 	152	 	-	 	18,489	 	18,489	 	849	 	2007	(4)	
San Francisco
(3700 Geary Blvd)	 	-	 	 	11,857	 	4,444	 	27	 	11,857	 	4,471	 	16,328	 	345	 	2006	(4)	
Signal Hill	 	-	 	 	10,218	 	3,118	 	-	 	10,218	 	3,118	 	13,336	 	172	 	2006	(4)	
Redding	 	-	 	 	3,075	 	3,030	 	13	 	3,075	 	3,043	 	6,118	 	167	 	2006	(4)	
Walnut Creek
(1556 Mount Diablo Blvd)	 	-	 	 	5,909	 	-	 	53	 	5,909	 	53	 	5,962	 	-	 	2007	(4)	
Merced	 	-	 	 	1,829	 	2,022	 	216	 	1,829	 	2,238	 	4,067	 	135	 	2006	(4)	
San Bernadino
(1522 E. Highland Ave)	 	-	 	 	1,651	 	1,810	 	-	 	1,651	 	1,810	 	3,461	 	200	 	2004	(4)	
Orange	 	-	 	 	1,487	 	1,746	 	-	 	1,487	 	1,746	 	3,233	 	193	 	2004	(4)	
Vallejo	 	-	 	 	-	 	3,123	 	-	 	-	 	3,123	 	3,123	 	174	 	2006	(4)	
Corona	 	-	 	 	-	 	3,073	 	-	 	-	 	3,073	 	3,073	 	339	 	2004	(4)	
Westminster	 	-	 	 	1,673	 	1,192	 	-	 	1,673	 	1,192	 	2,865	 	132	 	2004	(4)	
San Bernadino
(648 W. 4th St)	 	-	 	 	1,597	 	1,119	 	-	 	1,597	 	1,119	 	2,716	 	124	 	2004	(4)	
Costa Mesa
(2180 Newport Blvd)	 	-	 	 	2,239	 	308	 	-	 	2,239	 	308	 	2,547	 	34	 	2004	(4)	
Mojave	 	-	 	 	-	 	2,250	 	-	 	-	 	2,250	 	2,250	 	248	 	2004	(4)	
Ontario	 	-	 	 	713	 	1,522	 	-	 	713	 	1,522	 	2,235	 	168	 	2004	(4)	
Barstow	 	-	 	 	856	 	1,367	 	-	 	856	 	1,367	 	2,223	 	151	 	2004	(4)	
Colton	 	-	 	 	1,239	 	954	 	-	 	1,239	 	954	 	2,193	 	105	 	2004	(4)	
Anaheim	 	-	 	 	1,093	 	1,093	 	-	 	1,093	 	1,093	 	2,186	 	121	 	2004	(4)	
Rancho Cucamonga	 	-	 	 	1,051	 	1,051	 	-	 	1,051	 	1,051	 	2,102	 	116	 	2004	(4)	
Garden Grove	 	-	 	 	795	 	1,254	 	-	 	795	 	1,254	 	2,049	 	138	 	2004	(4)	
Costa Mesa
(707 W. 19th St)	 	-	 	 	1,399	 	635	 	-	 	1,399	 	635	 	2,034	 	70	 	2004	(4)	
Calimesa	 	-	 	 	504	 	1,463	 	-	 	504	 	1,463	 	1,967	 	162	 	2004	(4)	
Santa Ana	 	-	 	 	1,565	 	377	 	-	 	1,565	 	377	 	1,942	 	42	 	2004	(4)	
Moreno Valley	 	-	 	 	639	 	1,156	 	-	 	639	 	1,156	 	1,795	 	128	 	2004	(4)	
Fontana	 	-	 	 	518	 	1,100	 	-	 	518	 	1,100	 	1,618	 	122	 	2004	(4)	
Rialto	 	-	 	 	434	 	1,173	 	-	 	434	 	1,173	 	1,607	 	129	 	2004	(4)	
Desert Hot Springs	 	-	 	 	197	 	1,355	 	-	 	197	 	1,355	 	1,552	 	150	 	2004	(4)	
Beaumont	 	-	 	 	206	 	1,321	 	-	 	206	 	1,321	 	1,527	 	146	 	2004	(4)	
Colton	 	-	 	 	1,157	 	332	 	-	 	1,157	 	332	 	1,489	 	37	 	2004	(4)	
Yucaipa	 	-	 	 	663	 	426	 	-	 	663	 	426	 	1,089	 	47	2008	2004	(4)	
Riverside
(9155 Jurupa Road)	 	-	 	 	251	 	783	 	-	 	251	 	783	 	1,034	 	86	 	2004	(4)	
Riverside
(5571 Mission Blvd)	 	-	 	 	209	 	704	 	-	 	209	 	704	 	913	 	76	 	2004	(4)	
Total California	 	118,561	 	 	154,716	 	258,371	 	2,982	 	154,716	 	261,353	 	416,069	 	16,496	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Colorado	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Littleton	 	-	 	 	5,867	 	2,557	 	-	 	5,867	 	2,557	 	8,424	 	141	 	2006	(4)	
Grand Junction	 	-	 	 	2,321	 	2,071	 	-	 	2,321	 	2,071	 	4,392	 	115	 	2006	(4)	
Total Colorado	 	-	 	 	8,188	 	4,628	 	-	 	8,188	 	4,628	 	12,816	 	256	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Connecticut	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Waterbury	 	5,683	*	 	667	 	4,504	 	4,876	 	667	 	9,380	 	10,047	 	4,476	1965	1965	(4)	
Newington	 	6,030	*	 	2,421	 	1,200	 	475	 	2,421	 	1,675	 	4,096	 	514	1969	1969	(4)	
Total Connecticut	 	11,713	 	 	3,088	 	5,704	 	5,351	 	3,088	 	11,055	 	14,143	 	4,990	 	 	 	

179

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
Florida	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Coral Springs	 	-	 	 	3,942	 	2,326	 	160	 	3,942	 	2,486	 	6,428	 	128	 	2006	(4)	
Tampa	 	-	 	 	3,871	 	2,532	 	-	 	3,871	 	2,532	 	6,403	 	140	 	2006	(4)	
Vero Beach	 	-	 	 	2,194	 	1,908	 	-	 	2,194	 	1,908	 	4,102	 	106	 	2006	(4)	
Total Florida	 	-	 	 	10,007	 	6,766	 	160	 	10,007	 	6,926	 	16,933	 	374	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Illinois	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bourbonnais	 	-	 	 	2,379	 	3,792	 	-	 	2,379	 	3,792	 	6,171	 	209	 	2006	(4)	
Lansing	 	-	 	 	2,264	 	1,128	 	-	 	2,264	 	1,128	 	3,392	 	62	 	2006	(4)	
Total Illinois	 	-	 	 	4,643	 	4,920	 	-	 	4,643	 	4,920	 	9,563	 	271	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Iowa	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dubuque	 	-	 	 	-	 	1,568	 	-	 	-	 	1,568	 	1,568	 	87	 	2006	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Maryland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Rockville	 	14,344	 	 	3,470	 	20,599	 	208	 	3,470	 	20,807	 	24,277	 	1,969	 	2005	(4)	
Baltimore (Towson)	 	10,489	*	 	581	 	3,227	 	7,794	 	581	 	11,021	 	11,602	 	3,404	1968	1968	(4)	
Annapolis	 	-	 	 	-	 	9,652	 	-	 	-	 	9,652	 	9,652	 	1,551	 	2005	(4)	
Wheaton	 	-	 	 	-	 	5,691	 	-	 	-	 	5,691	 	5,691	 	314	 	2006	(4)	
Glen Burnie	 	5,398	*	 	462	 	2,571	 	523	 	462	 	3,094	 	3,556	 	2,468	1958	1958	(4)	
Total Maryland	 	30,231	 	 	4,513	 	41,740	 	8,525	 	4,513	 	50,265	 	54,778	 	9,706	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Massachusetts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dorchester	 	-	 	 	2,797	 	4,023	 	10,820	 	13,617	 	4,023	 	17,640	 	222	 	2006	(4)	
Springfield	 	2,878	*	 	-	 	2,471	 	3,237	 	2,797	 	2,911	 	5,708	 	415	1993	1966	(4)	
Chicopee	 	-	 	 	13,617	 	-	 	(12,722	)	895	 	-	 	895	 	-	1969	1969	(4)	
Cambridge	 	-	 	 	895	 	-	 	(641	)	-	 	254	 	254	 	11	 	 	(4)	
Total Massachusetts	 	2,878	 	 	17,309	 	6,494	 	694	 	17,309	 	7,188	 	24,497	 	648	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Michigan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Roseville	 	-	 	 	30	 	6,128	 	1,373	 	30	 	7,501	 	7,531	 	1,136	 	2005	(4)	
Battle Creek	 	-	 	 	1,340	 	2,273	 	-	 	1,340	 	2,273	 	3,613	 	126	 	2006	(4)	
Midland	 	-	 	 	-	 	141	 	86	 	-	 	227	 	227	 	11	 	2006	(4)	
Total Michigan	 	-	 	 	1,370	 	8,542	 	1,459	 	1,370	 	10,001	 	11,371	 	1,273	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Hampshire	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Salem	 	-	 	 	6,083	 	-	 	-	 	6,083	 	-	 	6,083	 	-	 	2006	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Jersey	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Paramus (Bergen Town Center)	 	228,731	 	 	19,884	 	81,723	 	286,758	 	23,525	 	364,840	 	388,365	 	11,296	1957	2003	(4)	
North Bergen (Tonnelle Ave)	 	 	 	 	24,493	 	-	 	41,507	 	16,012	 	49,988	 	66,000	 	51	2006	2006	(4)	
Union (Springfield Avenue)	 	-	 	 	19,700	 	45,090	 	-	 	19,700	 	45,090	 	64,790	 	1,697	 	2007	(4)	
East Rutherford	 	-	 	 	-	 	35,274	 	-	 	-	 	35,274	 	35,274	 	997	 	2007	(4)	
Garfield	 	-	 	 	96	 	8,068	 	22,847	 	45	 	30,966	 	31,011	 	15,814	1979	1998	(4)	

180

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
East Hanover I and II	 	25,136	*	 	2,232	 	18,241	 	7,602	 	2,671	 	25,404	 	28,075	 	10,820	1962	1962	(4)	
Lodi (Washington Street)	 	10,738	 	 	7,606	 	13,125	 	227	 	7,606	 	13,352	 	20,958	 	1,353	 	2004	(4)	
Englewood	 	12,380	 	 	2,300	 	17,245	 	1	 	2,300	 	17,246	 	19,546	 	651	 	2007	(4)	
Bricktown	 	15,015	*	 	1,391	 	11,179	 	6,176	 	1,391	 	17,355	 	18,746	 	8,562	1968	1968	(4)	
Totowa	 	27,201	*	 	1,102	 	11,994	 	4,479	 	1,099	 	16,476	 	17,575	 	10,250	1957/1999	1957	(4)	
Hazlet	 	-	 	 	7,400	 	9,412	 	-	 	7,400	 	9,412	 	16,812	 	355	 	2007	(4)	
Carlstadt	 	7,690	 	 	-	 	16,457	 	-	 	-	 	16,457	 	16,457	 	468	 	2007	(4)	
North Plainfield	 	10,023	*	 	500	 	13,983	 	1,546	 	500	 	15,529	 	16,029	 	9,072	1955	1989	(4)	
East Brunswick II
(339-341 Route 18 S.)	 	-	 	 	2,098	 	10,949	 	2,643	 	2,098	 	13,592	 	15,690	 	6,742	1972	1972	(4)	
Manalapan	 	11,540	*	 	725	 	7,189	 	7,748	 	1,046	 	14,616	 	15,662	 	7,937	1971	1971	(4)	
Marlton	 	11,221	*	 	1,611	 	3,464	 	8,287	 	1,611	 	11,751	 	13,362	 	4,820	1973	1973	(4)	
Union
(Route 22 and Morris Ave)	 	30,892	*	 	3,025	 	7,470	 	2,006	 	3,025	 	9,476	 	12,501	 	3,978	1962	1962	(4)	
Hackensack	 	23,033	*	 	692	 	10,219	 	963	 	692	 	11,182	 	11,874	 	7,931	1963	1963	(4)	
Cherry Hill	 	13,809	*	 	5,864	 	2,694	 	2,114	 	5,864	 	4,808	 	10,672	 	3,558	1964	1964	(4)	
Watchung	 	12,464	*	 	4,178	 	5,463	 	811	 	4,441	 	6,011	 	10,452	 	2,618	1994	1959	(4)	
South Plainfield	 	-	 	 	-	 	10,044	 	24	 	-	 	10,068	 	10,068	 	378	 	2007	(4)	
Eatontown	 	-	 	 	4,653	 	4,999	 	279	 	4,653	 	5,278	 	9,931	 	440	 	2005	(4)	
Dover	 	6,767	*	 	559	 	6,363	 	2,867	 	559	 	9,230	 	9,789	 	4,871	1964	1964	(4)	
Lodi (Route 17 N.)	 	8,647	*	 	238	 	9,446	 	-	 	238	 	9,446	 	9,684	 	2,183	1999	1975	(4)	
East Brunswick I
(325-333 Route 18 S.)	 	20,965	*	 	319	 	6,220	 	2,792	 	319	 	9,012	 	9,331	 	7,916	1957	1957	(4)	
Jersey City	 	17,633	*	 	652	 	7,495	 	329	 	652	 	7,824	 	8,476	 	1,773	1965	1965	(4)	
Morris Plains	 	11,088	*	 	1,104	 	6,411	 	604	 	1,104	 	7,015	 	8,119	 	6,597	1961	1985	(4)	
Middeltown	 	15,147	*	 	283	 	5,248	 	1,280	 	283	 	6,528	 	6,811	 	4,400	1963	1963	(4)	
Woodbridge	 	20,362	*	 	1,509	 	2,675	 	1,774	 	1,539	 	4,419	 	5,958	 	2,001	1959	1959	(4)	
Delran	 	5,919	*	 	756	 	4,468	 	587	 	756	 	5,055	 	5,811	 	4,538	1972	1972	(4)	
Lawnside	 	9,757	*	 	851	 	3,164	 	1,426	 	851	 	4,590	 	5,441	 	3,402	1969	1969	(4)	
Kearny	 	3,443	*	 	309	 	3,376	 	1,152	 	309	 	4,528	 	4,837	 	2,651	1938	1959	(4)	
Turnersville	 	3,763	*	 	900	 	1,342	 	856	 	900	 	2,198	 	3,098	 	2,021	1974	1974	(4)	
North Bergen (Kennedy Blvd)	 	3,651	*	 	2,308	 	636	 	34	 	2,308	 	670	 	2,978	 	329	1993	1959	(4)	
Montclair	 	1,773	*	 	66	 	419	 	381	 	66	 	800	 	866	 	631	1972	1972	(4)	
Bordentown	 	7,430	*	 	-	 	-	 	-	 	-	 	-	 	-	 	-	1958	1958	(4)	
Total New Jersey	 	576,218	 	 	119,404	 	401,545	 	410,100	 	115,563	 	815,486	 	931,049	 	153,101	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New York	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bronx (Bruckner Blvd)	 	-	 	 	66,100	 	259,503	 	582	 	66,100	 	260,085	 	326,185	 	12,975	 	2007	(4)	
Valley Stream
(Green Acres Mall)	 	335,000	 	 	147,172	 	134,980	 	41,422	 	146,969	 	176,605	 	323,574	 	34,275	1956	1997	(4)	
Manhattan Mall	 	72,639	 	 	88,595	 	113,473	 	55,488	 	88,595	 	168,961	 	257,556	 	5,592	 	2007	(4)	
Hicksville (Broadway Mall)	 	94,879	 	 	126,324	 	48,904	 	2,316	 	126,324	 	51,220	 	177,544	 	3,724	 	2005	(4)	
Huntington	 	16,073	 	 	21,200	 	33,667	 	-	 	21,200	 	33,667	 	54,867	 	958	 	2007	(4)	
Mount Kisco	 	29,992	 	 	22,700	 	26,700	 	-	 	22,700	 	26,700	 	49,400	 	546	 	2007	(4)	
Poughkeepsie	 	-	 	 	12,733	 	12,026	 	20,976	 	7,632	 	38,103	 	45,735	 	638	 	2005	(4)	
Staten Island	 	17,448	 	 	11,446	 	21,262	 	221	 	11,446	 	21,483	 	32,929	 	2,647	 	2004	(4)	
Inwood	 	-	 	 	12,419	 	19,097	 	500	 	12,419	 	19,597	 	32,016	 	1,958	 	2004	(4)	
Queens (99-01 Queens Blvd)	 	-	 	 	7,839	 	20,392	 	1,766	 	7,839	 	22,158	 	29,997	 	2,384	 	2004	(4)	
Bronx (Gun Hill Road)	 	-	 	 	6,427	 	11,885	 	9,148	 	4,485	 	22,975	 	27,460	 	288	 	2005	(4)	

181

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
West Babylon	 	6,687	 	 	6,720	 	13,786	 	97	 	6,720	 	13,883	 	20,603	 	618	 	2007	(4)	
Dewitt	 	-	 	 	-	 	7,546	 	-	 	-	 	7,546	 	7,546	 	423	 	2006	(4)	
Freeport (437 E. Sunrise Highway)	 	13,630	 	*	1,231	 	4,747	 	1,454	 	1,231	 	6,201	 	7,432	 	4,412	1981	1981	(4)	
Oceanside	 	-	 	 	2,710	 	2,306	 	-	 	2,710	 	2,306	 	5,016	 	87	 	2007	(4)	
Albany (Menands)	 	5,726	 	*	460	 	2,091	 	2,412	 	460	 	4,503	 	4,963	 	3,146	1965	1965	(4)	
Buffalo (Amherst)	 	6,453	 	*	636	 	4,056	 	26	 	636	 	4,082	 	4,718	 	3,709	1968	1968	(4)	
Rochester (Henrietta)	 	-	 	 	-	 	2,647	 	1,096	 	-	 	3,743	 	3,743	 	3,017	1971	1971	(4)	
Rochester	 	-	 	 	2,172	 	-	 	-	 	2,172	 	-	 	2,172	 	-	1966	1966	(4)	
Freeport (240 Sunrise Highway)	 	-	 	 	-	 	-	 	260	 	-	 	260	 	260	 	17	 	2005	(4)	
Commack	 	-	 	 	-	 	43	 	-	 	-	 	43	 	43	 	1	 	2006	(4)	
New Hyde Park	 	6,879	 	*	-	 	4	 	-	 	-	 	4	 	4	 	126	1970	1976	(4)	
Manhattan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
1540 Broadway	 	-	 	 	105,914	 	214,208	 	-	 	105,914	 	214,208	 	320,122	 	13,238	 	2006	(4)	
828-850 Madison Avenue	 	80,000	 	 	107,937	 	28,261	 	-	 	107,937	 	28,261	 	136,198	 	2,532	 	2005	(4)	
4 Union Square South	 	-	 	 	24,079	 	55,220	 	343	 	24,079	 	55,563	 	79,642	 	6,301	1965/2004	1993	(4)	
478-482 Broadway	 	 	 	 	20,000	 	13,375	 	20,577	 	20,000	 	33,952	 	53,952	 	509	 	2007	(4)	
40 East 66th Street	 	-	 	 	13,616	 	34,635	 	-	 	13,616	 	34,635	 	48,251	 	2,482	 	2005	(4)	
25 W. 14th Street	 	-	 	 	29,169	 	17,878	 	341	 	29,169	 	18,219	 	47,388	 	2,183	 	2004	(4)	
155 Spring Street	 	-	 	 	13,700	 	30,544	 	441	 	13,700	 	30,985	 	44,685	 	1,295	 	2007	(4)	
435 7th Avenue	 	-	 	 	19,893	 	19,091	 	37	 	19,893	 	19,128	 	39,021	 	3,057	 	1997	(4)	
692 Broadway	 	-	 	 	6,053	 	22,908	 	779	 	6,053	 	23,687	 	29,740	 	1,983	 	2005	(4)	
715 Lexington Avenue	 	-	 	 	-	 	26,903	 	-	 	-	 	26,903	 	26,903	 	2,876	1923	2001	(4)	
211-217 Columbus Avenue	 	-	 	 	18,907	 	7,316	 	385	 	18,907	 	7,701	 	26,608	 	633	 	2005	(4)	
677-679 Madison Avenue	 	-	 	 	13,070	 	9,640	 	319	 	13,070	 	9,959	 	23,029	 	605	 	2006	(4)	
431 7th Avenue	 	-	 	 	16,700	 	2,751	 	-	 	16,700	 	2,751	 	19,451	 	115	 	2007	(4)	
484-486 Broadway	 	-	 	 	10,000	 	6,688	 	1,845	 	6,916	 	11,617	 	18,533	 	202	 	2007	(4)	
1135 Third Avenue	 	-	 	 	7,844	 	7,844	 	-	 	7,844	 	7,844	 	15,688	 	2,157	 	1997	(4)	
387 West Broadway	 	-	 	 	5,858	 	7,662	 	364	 	5,858	 	8,026	 	13,884	 	920	 	2004	(4)	
488 8th Avenue	 	-	 	 	10,650	 	1,767	 	133	 	10,650	 	1,900	 	12,550	 	49	 	2007	(4)	
148 Spring Street	 	-	 	 	7,629	 	3,957	 	6	 	7,629	 	3,963	 	11,592	 	65	 	2008	(4)	
150 Spring Street	 	-	 	 	5,295	 	4,763	 	84	 	5,295	 	4,847	 	10,142	 	79	 	2008	(4)	
386 West Broadway	 	4,518	 	 	2,624	 	6,160	 	-	 	2,624	 	6,160	 	8,784	 	620	 	2004	(4)	
484 8th Avenue	 	-	 	 	3,856	 	762	 	-	 	3,856	 	762	 	4,618	 	225	 	1997	(4)	
825 7th Avenue	 	-	 	 	1,483	 	697	 	-	 	1,483	 	697	 	2,180	 	204	 	1997	(4)	
Total New York	 	689,924	 	 	981,161	 	1,262,145	 	163,418	 	970,831	 	1,435,893	 	2,406,724	 	123,871	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pennsylvania	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wilkes Barre	 	21,165	 	 	6,053	 	26,646	 	-	 	6,053	 	26,646	 	32,699	 	583	 	2007	(4)	
Philadelphia	 	8,246	*	 	933	 	23,650	 	6,069	 	933	 	29,719	 	30,652	 	5,853	1977	1994	(4)	
Allentown	 	21,403	*	 	334	 	15,580	 	289	 	334	 	15,869	 	16,203	 	10,158	1957	1957	(4)	
Bensalem	 	5,915	*	 	2,727	 	6,698	 	1,806	 	2,727	 	8,504	 	11,231	 	2,123	1972/1999	1972	(4)	
Bethlehem	 	3,744	*	 	827	 	5,200	 	568	 	839	 	5,756	 	6,595	 	5,669	1966	1966	(4)	
Wyomissing	 	-	 	 	-	 	2,646	 	2,265	 	-	 	4,911	 	4,911	 	1,387	 	2005	(4)	
York	 	3,785	*	 	409	 	2,568	 	1,811	 	409	 	4,379	 	4,788	 	3,016	1970	1970	(4)	
Broomall	 	9,001	*	 	850	 	2,171	 	749	 	850	 	2,920	 	3,770	 	2,792	1966	1966	(4)	

182

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
Lancaster	 	-	 	 	3,140	 	63	 	483	 	3,140	 	546	 	3,686	 	395	1966	1966	(4)	
Upper Mooreland	 	6,400	*	 	683	 	1,868	 	900	 	683	 	2,768	 	3,451	 	2,494	1974	1974	(4)	
Glenolden	 	6,752	*	 	850	 	1,820	 	471	 	850	 	2,291	 	3,141	 	1,660	1975	1975	(4)	
Levittown	 	3,025	*	 	183	 	1,008	 	364	 	183	 	1,372	 	1,555	 	1,368	1964	1964	(4)	
Springfield	 	-	 	 	-	 	254	 	-	 	-	 	254	 	254	 	-	 	2005	(4)	
Total Pennsylvania	 	89,436	 	 	16,989	 	90,172	 	15,775	 	17,001	 	105,935	 	122,936	 	37,498	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
South Carolina	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Charleston	 	-	 	 	-	 	3,854	 	-	 	-	 	3,854	 	3,854	 	213	 	2006	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tennessee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Antioch	 	-	 	 	1,613	 	2,530	 	-	 	1,613	 	2,530	 	4,143	 	140	 	2006	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Texas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Texarkana	 	-	 	 	-	 	485	 	28	 	-	 	513	 	513	 	27	 	2006	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Utah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ogden	 	-	 	 	1,818	 	2,578	 	-	 	1,818	 	2,578	 	4,396	 	102	 	2007	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Virginia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Springfield
(Springfield Mall)	 	180,642	 	 	35,168	 	265,964	 	21,481	 	35,173	 	287,440	 	322,613	 	19,751	 	2006	(4)	
Norfolk	 	-	 	 	-	 	3,927	 	15	 	-	 	3,942	 	3,942	 	1,360	 	2005	(4)	
Total Virginia	 	180,642	 	 	35,168	 	269,891	 	21,496	 	35,173	 	291,382	 	326,555	 	21,111	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bellingham	 	-	 	 	1,942	 	2,265	 	-	 	1,942	 	2,265	 	4,207	 	90	 	2005	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington, DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
3040 M Street	 	-	 	 	7,830	 	27,490	 	45	 	7,830	 	27,535	 	35,365	 	1,996	 	2006	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wisconsin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fond Du Lac	 	-	 	 	-	 	186	 	100	 	-	 	286	 	286	 	22	 	2006	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Puerto Rico	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Las Catalinas	 	60,766	 	 	15,280	 	64,370	 	7,523	 	15,280	 	71,893	 	87,173	 	18,371	1996	2002	(4)	
Montehiedra	 	120,000	 	 	9,182	 	66,751	 	3,252	 	9,267	 	69,918	 	79,185	 	20,556	1996	1997	(4)	
Total Puerto Rico	 	180,766	 	 	24,462	 	131,121	 	10,775	 	24,547	 	141,811	 	166,358	 	38,927	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Retail Properties	 	1,880,369	 	 	1,400,304	 	2,532,995	 	640,908	 	1,386,235	 	3,187,972	 	4,574,207	 	411,199	 	 	 	

 

183

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
COLUMN   A	COLUMN   B	COLUMN   C	COLUMN   D	COLUMN   E	COLUMN   F	COLUMN   G	COLUMN   H	COLUMN   I	
 	 	Initial   cost   to   company   (1)	 	Gross   amount   at   which  
carried   at   close   of   period	 	 	 	Life   on   which
depreciation	

Description	Encumbrances	Land	Buildings   and
improvements	Costs
capitalized
subsequent
to   acquisition	Land	Buildings
and
improvements	Total   (2)	Accumulated
depreciation
and
amortization	Date   of
construction   (3)	Date
acquired	in   latest  
income  
statement
is   computed	
Merchandise Mart Properties	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Illinois	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Merchandise Mart, Chicago	 	550,000	 	 	64,528	 	319,146	 	165,368	 	64,535	 	484,507	 	549,042	 	116,281	1930	1998	(4)	
350 North Orleans, Chicago	 	-	 	 	14,238	 	67,008	 	83,167	 	14,246	 	150,167	 	164,413	 	42,105	1977	1998	(4)	
527 W. Kinzie, Chicago	 	-	 	 	5,166	 	-	 	-	 	5,166	 	-	 	5,166	 	-	 	 	 	
Total Illinois	 	550,000	 	 	83,932	 	386,154	 	248,535	 	83,947	 	634,674	 	718,621	 	158,386	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington, DC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Washington Design Center	 	44,992	 	 	12,274	 	40,662	 	13,558	 	12,274	 	54,220	 	66,494	 	14,377	1919	1998	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
North Carolina	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Market Square Complex,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
High Point	 	220,361	 	 	13,038	 	102,239	 	78,508	 	15,047	 	178,738	 	193,785	 	42,353	1902 - 1989	1998	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New York	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
7 West 34th Street	 	-	 	 	34,614	 	94,167	 	35,745	 	34,614	 	129,912	 	164,526	 	23,564	1901	2000	(4)	
MMPI Piers	 	-	 	 	-	 	-	 	3,990	 	-	 	3,990	 	3,990	 	-	 	2008	(4)	
Total New York	 	-	 	 	34,614	 	94,167	 	39,735	 	34,614	 	133,902	 	168,516	 	23,564	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Massachusetts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Boston Design Center	 	70,740	 	 	-	 	93,915	 	5,946	 	-	 	99,861	 	99,861	 	7,808	1918	2005	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
California	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gift and Furniture Mart,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Los Angeles	 	-	 	 	10,141	 	43,422	 	23,277	 	10,141	 	66,699	 	76,840	 	14,080	1958	2000	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Merchandise Mart	 	886,093	 	 	153,999	 	760,559	 	409,559	 	156,023	 	1,168,094	 	1,324,117	 	260,568	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Warehouse/Industrial	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
New Jersey	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
East Hanover	 	25,268	 	 	576	 	7,752	 	7,793	 	691	 	15,430	 	16,121	 	13,827	1972	1972	(4)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other Properties	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Wasserman	 	150,486	 	 	28,052	 	-	 	244,139	 	87,702	 	184,489	 	272,191	 	11,048	 	2005	(4)	
Hotel Pennsylvania	 	-	 	 	29,903	 	121,712	 	57,341	 	29,903	 	179,053	 	208,956	 	49,879	1919	1997	(4)	
220 Central Park South	 	130,000	 	 	115,720	 	16,420	 	63,262	 	115,720	 	79,682	 	195,402	 	13,413	 	2005	(4)	
40 East 66th Residential	 	-	 	 	29,199	 	85,798	 	(5,124)	 	32,114	 	77,759	 	109,873	 	2,118	 	2005	(4)	
677-679 Madison	 	-	 	 	1,462	 	1,058	 	1,293	 	2,212	 	1,601	 	3,813	 	87	 	2006	(4)	
Total Other Properties	 	280,486	 	 	204,336	 	224,988	 	360,911	 	267,651	 	522,584	 	790,235	 	76,545	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Leasehold Improvements	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equipment and Other	 	-	 	 	-	 	-	 	118,603	 	-	 	118,603	 	118,603	 	73,312	 	 	 	
TOTAL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2008	 	8,740,826	 	 	4,644,488	 	10,403,840	 	2,821,330	 	4,516,141	 	13,353,517	 	17,869,658	 	2,161,093	 	 	 	

184

 

VORNADO REALTY L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION

 
*These encumbrances are cross-collateralized under a blanket mortgage in the amount of 448,115,000 as of December 31, 2008.
 
Notes:
 
 	(1)	Initial cost is cost as of January 30, 1982 (the date on which Vornado commenced real estate operations) unless acquired subsequent to that date see Column H.	
 	(2)	The net basis of the Company’s assets and liabilities for tax purposes is approximately 3.4 billion lower than the amount reported for financial statement purposes.	
 	(3)	Date of original construction –– many properties have had substantial renovation or additional construction –– see Column D.	
 	(4)	Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years.	

185

VORNADO REALTY L.P.
AND SUBSIDIARIES
 
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(AMOUNTS IN THOUSANDS)
 
 	The following is a reconciliation of real estate assets and accumulated depreciation:	
 
 	 	Year Ended December 31,	 	
 	 	2008	 	2007	 	2006	 	
Real Estate	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of period	 	$	17,028,507	 	$	11,607,078	 	$	9,584,512	 	
Additions during the period:	 	 	 	 	 	 	 	 	 	 	
Land	 	 	95,980	 	 	1,956,602	 	 	552,381	 	
Buildings & improvements	 	 	1,087,944	 	 	3,617,881	 	 	1,860,881	 	
 	 	 	18,212,431	 	 	17,181,561	 	 	11,997,774	 	
Less: Assets sold and written-off	 	 	342,773	 	 	153,054	 	 	390,696	 	
Balance at end of period	 	$	17,869,658	 	$	17,028,507	 	$	11,607,078	 	
 	 	 	 	 	 	 	 	 	 	 	
Accumulated Depreciation	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of period	 	$	1,802,055	 	$	1,440,656	 	$	1,200,865	 	
Additions charged to operating expenses	 	 	407,753	 	 	445,150	 	 	353,473	 	
Additions due to acquisitions	 	 	—	 	 	20,817	 	 	—	 	
 	 	 	2,209,808	 	 	1,906,623	 	 	1,554,338	 	
Less: Accumulated depreciation on assets sold and written-off	 	 	48,715	 	 	104,568	 	 	113,682	 	
Balance at end of period	 	$	2,161,093	 	$	1,802,055	 	$	1,440,656	 	
 
186

EXHIBIT INDEX

Exhibit No.	 	 	 	 	
3.1	 	-	Articles of Restatement of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on July 30, 2007 - Incorporated by reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 2007	*	
 	 	 	 	 	
3.2	 	-	Amended and Restated Bylaws of Vornado Realty Trust, as amended on March 2, 2000 - Incorporated by reference to Exhibit 3.12 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000	*	
 	 	 	 	 	
3.3	 	-	Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of October 20, 1997 (the “Partnership Agreement”) – Incorporated by reference to Exhibit 3.26 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003	*	
 	 	 	 	 	
3.4	 	-	Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by reference to Exhibit 3.27 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003	*	
 	 	 	 	 	
3.5	 	-	Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated by reference to Exhibit 3.5 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-50095), filed on April 14, 1998	*	
 	 	 	 	 	
3.6	 	-	Third Amendment to the Partnership Agreement, dated as of November 12, 1998 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 30, 1998	*	
 	 	 	 	 	
3.7	 	-	Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on February 9, 1999	*	
 	 	 	 	 	
3.8	 	-	Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on March 17, 1999	*	
 	 	 	 	 	
3.9	 	-	Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999	*	
 	 	 	 	 	
3.10	 	-	Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999	*	
 	 	 	 	 	
3.11	 	-	Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999	*	
 	 	 	 	 	
3.12	 	-	Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999	*	
 	 	 	 	 	
3.13	 	-	Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999	*	

*	 	_______________________
Incorporated by reference.	 	

187

3.14	 	-	Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 23, 1999	*	
 	 	 	 	 	
3.15	 	-	Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on May 19, 2000	*	
 	 	 	 	 	
3.16	 	-	Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 16, 2000	*	
 	 	 	 	 	
3.17	 	-	Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 28, 2000	*	
 	 	 	 	 	
3.18	 	-	Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 - Incorporated by reference to Exhibit 4.35 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001	*	
 	 	 	 	 	
3.19	 	-	Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001	*	
 	 	 	 	 	
3.20	 	-	Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001	*	
 	 	 	 	 	
3.21	 	-	Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 001-11954), filed on March 18, 2002	*	
 	 	 	 	 	
3.22	 	-	Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002	*	
 	 	 	 	 	
3.23	 	-	Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by reference to Exhibit 3.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003	*	
 	 	 	 	 	
3.24	 	-	Twenty-First Amendment to the Partnership Agreement, dated as of July 31, 2003 - Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11954), filed on November 7, 2003	*	
 	 	 	 	 	
3.25	 	-	Twenty-Second Amendment to the Partnership Agreement, dated as of November 17, 2003 – Incorporated by reference to Exhibit 3.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-11954), filed on March 3, 2004	*	
 	 	 	 	 	
3.26	 	-	Twenty-Third Amendment to the Partnership Agreement, dated May 27, 2004 – Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 14, 2004	*	
 	 	 	 	 	
3.27	 	-	Twenty-Fourth Amendment to the Partnership Agreement, dated August 17, 2004 – Incorporated by reference to Exhibit 3.57 to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on January 26, 2005	*	

*	 	_______________________
Incorporated by reference.	 	

188

3.28	 	-	Twenty-Fifth Amendment to the Partnership Agreement, dated November 17, 2004 – Incorporated by reference to Exhibit 3.58 to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on January 26, 2005	*	
 	 	 	 	 	
3.29	 	-	Twenty-Sixth Amendment to the Partnership Agreement, dated December 17, 2004 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004	*	
 	 	 	 	 	
3.30	 	-	Twenty-Seventh Amendment to the Partnership Agreement, dated December 20, 2004 – Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004	*	
 	 	 	 	 	
3.31	 	-	Twenty-Eighth Amendment to the Partnership Agreement, dated December 30, 2004 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on January 4, 2005	*	
 	 	 	 	 	
3.32	 	-	Twenty-Ninth Amendment to the Partnership Agreement, dated June 17, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 21, 2005	*	
 	 	 	 	 	
3.33	 	-	Thirtieth Amendment to the Partnership Agreement, dated August 31, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 1, 2005	*	
 	 	 	 	 	
3.34	 	-	Thirty-First Amendment to the Partnership Agreement, dated September 9, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 14, 2005	*	
 	 	 	 	 	
3.35	 	-	Thirty-Second Amendment and Restated Agreement of Limited Partnership, dated as of December 19, 2005 – Incorporated by reference to Exhibit 3.59 to Vornado Realty L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 000-22685), filed on May 8, 2006	*	
 	 	 	 	 	
3.36	 	-	Thirty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 2006	*	
 	 	 	 	 	
3.37	 	-	Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of May 2, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on May 3, 2006	*	
 	 	 	 	 	
3.38	 	-	Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of August 17, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on August 23, 2006	*	
 	 	 	 	 	
3.39	 	-	Thirty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of October 2, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on January 22, 2007	*	
 	 	 	 	 	
3.40	 	-	Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*	

*	 	_______________________
Incorporated by reference.	 	
 
189

 
3.41	 	-	Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*	
 	 	 	 	 	
3.42	 	-	Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.3 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*	
 	 	 	 	 	
3.43	 	-	Fortieth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.4 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007	*	
 	 	 	 	 	
3.44	 	-	Forty-First Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of March 31, 2008 – Incorporated by reference to Exhibit 3.44 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (file No. 001-11954), filed on May 6, 2008	*	
 	 	 	 	 	
4.1	 	-	Indenture and Servicing Agreement, dated as of March 1, 2000, among Vornado Finance LLC, LaSalle Bank National Association, ABN Amro Bank N.V. and Midland Loan Services, Inc. - Incorporated by reference to Exhibit 10.48 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000	*	
 	 	 	 	 	
4.2	 	-	Indenture, dated as of June 24, 2002, between Vornado Realty L.P. and The Bank of New York, as Trustee - Incorporated by reference to Exhibit 4.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 24, 2002	*	
 	 	 	 	 	
4.3	 	-	Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of New York, as Trustee - Incorporated by reference to Exhibit 4.10 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 001-11954), filed on April 28, 2005	*	
 	 	 	 	 	
4.4	 	-	Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado Realty L.P., as Guarantor and The Bank of New York, as Trustee – Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 27, 2006	*	
 	 	 	 	 	
 	 	 	Certain instruments defining the rights of holders of long-term debt securities of Vornado
Realty Trust and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation
S-K. Vornado Realty Trust hereby undertakes to furnish to the Securities and Exchange
Commission, upon request, copies of any such instruments.	 	
 	 	 	 	 	
10.1	**	-	Vornado Realty Trust’s 1993 Omnibus Share Plan - Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 331-09159), filed on July 30, 1996	*	
 	 	 	 	 	
10.2	**	-	Vornado Realty Trust’s 1993 Omnibus Share Plan, as amended - Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-29011), filed on June 12, 1997	*	
 	 	 	 	 	
10.3	 	-	Master Agreement and Guaranty, between Vornado, Inc. and Bradlees New Jersey, Inc. dated as of May 1, 1992 - Incorporated by reference to Vornado, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 (File No. 001-11954), filed May 8, 1992	*	
 	 	 	 	 	
10.4	 	-	Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29, 1992 - Incorporated by reference to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993	*	
 	
* **	 	_______________________
Incorporated by reference.
Management contract or compensatory agreement.	 	

190

 	 	 	 	 	
10.5	 	-	Stock Pledge Agreement between Vornado, Inc. and Steven Roth dated December 29, 1992 - Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993	*	
 	 	 	 	 	
10.6	 	-	Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992 - Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993	*	
 	 	 	 	 	
10.7	**	-	Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust, The Mendik Company, L.P. and David R. Greenbaum - Incorporated by reference to Exhibit 10.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on April 30, 1997	*	
 	 	 	 	 	
10.8	 	-	Consolidated and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of March 1, 2000, between Entities named therein (as Mortgagors) and Vornado (as Mortgagee) - Incorporated by reference to Exhibit 10.47 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000	*	
 	 	 	 	 	
10.9	**	-	Promissory Note from Steven Roth to Vornado Realty Trust, dated December 23, 2005 – Incorporated by reference to Exhibit 10.15 to Vornado Realty Trust Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-11954), filed on February 28, 2006	*	
 	 	 	 	 	
10.10	**	-	Letter agreement, dated November 16, 1999, between Steven Roth and Vornado Realty Trust - Incorporated by reference to Exhibit 10.51 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000	*	
 	 	 	 	 	
10.11	 	-	Agreement and Plan of Merger, dated as of October 18, 2001, by and among Vornado Realty Trust, Vornado Merger Sub L.P., Charles E. Smith Commercial Realty L.P., Charles E. Smith Commercial Realty L.L.C., Robert H. Smith, individually, Robert P. Kogod, individually, and Charles E. Smith Management, Inc. - Incorporated by reference to Exhibit 2.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on January 16, 2002	*	
 	 	 	 	 	
10.12	 	-	Registration Rights Agreement, dated January 1, 2002, between Vornado Realty Trust and the holders of the Units listed on Schedule A thereto - Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002	*	
 	 	 	 	 	
10.13	 	-	Tax Reporting and Protection Agreement, dated December 31, 2001, by and among Vornado, Vornado Realty L.P., Charles E. Smith Commercial Realty L.P. and Charles E. Smith Commercial Realty L.L.C. - Incorporated by reference to Exhibit 10.3 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002	*	
 	 	 	 	 	
10.14	**	-	Employment Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated March 8, 2002 - Incorporated by reference to Exhibit 10.7 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 001-11954), filed on May 1, 2002	*	
 	 	 	 	 	
10.15	**	-	First Amendment, dated October 31, 2002, to the Employment Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated March 8, 2002 - Incorporated by reference to Exhibit 99.6 to the Schedule 13D filed by Michael D. Fascitelli on November 8, 2002	*	

* **	 	_______________________
Incorporated by reference.
Management contract or compensatory agreement.	 	
 
191

 
10.16	 	-	Registration Rights Agreement, dated as of July 21, 1999, by and between Vornado Realty Trust and the holders of Units listed on Schedule A thereto - Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-102217), filed on December 26, 2002	*	
 	 	 	 	 	
10.17	 	-	Form of Registration Rights Agreement between Vornado Realty Trust and the holders of Units listed on Schedule A thereto - Incorporated by reference to Exhibit 10.3 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-102217), filed on December 26, 2002	*	
 	 	 	 	 	
10.18	 	-	Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc. and Vornado Realty L.P. - Incorporated by reference to Exhibit 10(i)(E)(3) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002	*	
 	 	 	 	 	
10.19	 	-	59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between Vornado Realty L.P., 731 Residential LLC and 731 Commercial LLC - Incorporated by reference to Exhibit 10(i)(E)(4) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002	*	
 	 	 	 	 	
10.20	 	-	Amended and Restated Management and Development Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(1) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002	*	
 	 	 	 	 	
10.21	 	-	59th Street Management and Development Agreement, dated as of July 3, 2002, by and between 731 Residential LLC, 731 Commercial LLC and Vornado Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(2) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002	*	
 	 	 	 	 	
10.22	 	-	Amendment dated May 29, 2002, to the Stock Pledge Agreement between Vornado Realty Trust and Steven Roth dated December 29, 1992 - Incorporated by reference to Exhibit 5 of Interstate Properties’ Schedule 13D/A dated May 29, 2002 (File No. 005-44144), filed on May 30, 2002	*	
 	 	 	 	 	
10.23	**	-	Vornado Realty Trust’s 2002 Omnibus Share Plan - Incorporated by reference to Exhibit 4.2 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-102216) filed December 26, 2002	*	
 	 	 	 	 	
10.24	 	-	Registration Rights Agreement by and between Vornado Realty Trust and Bel Holdings LLC dated as of November 17, 2003 – Incorporated by reference to Exhibit 10.68 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-11954), filed on March 3, 2004	*	
 	 	 	 	 	
10.25	 	-	Registration Rights Agreement, dated as of May 27, 2004, by and between Vornado Realty Trust and 2004 Realty Corp. – Incorporated by reference to Exhibit 10.75 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005	*	
 	 	 	 	 	
10.26	 	-	Registration Rights Agreement, dated as of December 17, 2004, by and between Vornado Realty Trust and Montebello Realty Corp. 2002 – Incorporated by reference to Exhibit 10.76 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005	*	

* **	 	_______________________
Incorporated by reference.
Management contract or compensatory agreement.	 	
 
192

 
10.27	**	-	Form of Stock Option Agreement between the Company and certain employees – Incorporated by reference to Exhibit 10.77 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005	*	
 	 	 	 	 	
10.28	**	-	Form of Restricted Stock Agreement between the Company and certain employees – Incorporated by reference to Exhibit 10.78 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005	*	
 	 	 	 	 	
10.29	**	-	Employment Agreement between Vornado Realty Trust and Sandeep Mathrani, dated February 22, 2005 and effective as of January 1, 2005 – Incorporated by reference to Exhibit 10.76 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 001-11954), filed on April 28, 2005	*	
 	 	 	 	 	
10.30	 	-	Contribution Agreement, dated May 12, 2005, by and among Robert Kogod, Vornado Realty L.P. and certain Vornado Realty Trust’s affiliates – Incorporated by reference to Exhibit 10.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-11954), filed on February 28, 2006	*	
 	 	 	 	 	
10.31	**	-	Amendment, dated March 17, 2006, to the Vornado Realty Trust Omnibus Share Plan – Incorporated by reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 001-11954), filed on May 2, 2006	*	
 	 	 	 	 	
10.32	**	-	Form of Vornado Realty Trust 2006 Out-Performance Plan Award Agreement, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.1 to Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 2006	*	
 	 	 	 	 	
10.33	**	-	Form of Vornado Realty Trust 2002 Restricted LTIP Unit Agreement – Incorporated by reference to Vornado Realty Trust’s Form 8-K (Filed No. 001-11954), filed on May 1, 2006	*	
 	 	 	 	 	
10.34	 	-	Revolving Credit Agreement, dated as of June 28, 2006, among the Operating Partnership, the banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Citicorp North America, Inc., as Syndication Agents, Deutsche Bank Trust Company Americas, Lasalle Bank National Association, and UBS Loan Finance LLC, as Documentation Agents and Vornado Realty Trust – Incorporated by reference to Exhibit 10.1 to Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on June 28, 2006	*	
 	 	 	 	 	
10.35	**	-	Amendment No.2, dated May 18, 2006, to the Vornado Realty Trust Omnibus Share Plan – Incorporated by reference to Exhibit 10.53 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 001-11954), filed on August 1, 2006	*	
 	 	 	 	 	
10.36	**	-	Amended and Restated Employment Agreement between Vornado Realty Trust and Joseph Macnow dated July 27, 2006 – Incorporated by reference to Exhibit 10.54 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 001-11954), filed on August 1, 2006	*	
 	 	 	 	 	
10.37	 	-	Guaranty, made as of June 28, 2006, by Vornado Realty Trust, for the benefit of JP Morgan Chase Bank – Incorporated by reference to Exhibit 10.53 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 001-11954), filed on October 31, 2006	*	
 	 	 	 	 	
10.38	**	-	Amendment, dated October 26, 2006, to the Vornado Realty Trust Omnibus Share Plan – Incorporated by reference to Exhibit 10.54 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 001-11954), filed on October 31, 2006	*	
 	
* **	 	_______________________
Incorporated by reference.
Management contract or compensatory agreement.	 	
 
193

10.39	**	-	Amendment to Real Estate Retention Agreement, dated January 1, 2007, by and between Vornado Realty L.P. and Alexander’s Inc. – Incorporated by reference to Exhibit 10.55 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-11954), filed on February 27, 2007	*	
 	 	 	 	 	
10.40	**	-	Amendment to 59 th Street Real Estate Retention Agreement, dated January 1, 2007, by and among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office One LLC and 731 Office Two LLC. – Incorporated by reference to Exhibit 10.56 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-11954), filed on February 27, 2007	*	
 	 	 	 	 	
10.41	 	-	Stock Purchase Agreement between the Sellers identified and Vornado America LLC, as the Buyer, dated as of March 5, 2007 – Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954), filed on May 1, 2007	*	
 	 	 	 	 	
10.42	**	-	Employment Agreement between Vornado Realty Trust and Mitchell Schear, as of April 19, 2007 – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954), filed on May 1, 2007	*	
 	 	 	 	 	
10.43	 	-	Revolving Credit Agreement, dated as of September 28, 2007, among Vornado Realty L.P. as borrower, Vornado Realty Trust as General Partner, the Banks signatory thereto, each as a Bank, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. as Syndication Agent, Citicorp North America, Inc., Deutsche Bank Trust Company Americas, and UBS Loan Finance LLC as Documentation Agents, and J.P. Morgan Securities Inc. and Bank of America Securities LLC as Lead Arrangers and Bookrunners. - Incorporated by reference to Exhibit 10.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 4, 2007	*	
 	 	 	 	 	
10.44	 	-	Second Amendment to Revolving Credit Agreement, dated as of September 28, 2007, by and among Vornado Realty L.P. as borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and J.P. Morgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 4, 2007	*	
 	 	 	 	 	
10.45	**	-	Form of Vornado Realty Trust 2002 Omnibus Share Plan Non-Employee Trustee Restricted LTIP Unit Agreement – Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-11954) filed on February 26, 2008	*	
 	 	 	 	 	
10.46	**	-	Form of Vornado Realty Trust 2008 Out-Performance Plan Award Agreement – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 001-11954) filed on May 6, 2008	*	
 	 	 	 	 	
10.47	**	-	Amendment to Employment Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated December 29, 2008. Incorporated by reference to Exhibit 10.47 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009	*	
 	 	 	 	 	
10.48	**	-	Amendment to Employment Agreement between Vornado Realty Trust and Joseph Macnow, dated December 29, 2008. Incorporated by reference to Exhibit 10.48 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009	*	
 	
* **	 	_______________________
Incorporated by reference.
Management contract or compensatory agreement.	 	

194

 

 
 	 	 	 	 	
10.49	**	-	Amendment to Employment Agreement between Vornado Realty Trust and David R. Greenbaum, dated December 29, 2008. Incorporated by reference to Exhibit 10.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009	*	
 	 	 	 	 	
10.50	**	-	Amendment to Indemnification Agreement between Vornado Realty Trust and David R. Greenbaum, dated December 29, 2008. Incorporated by reference to Exhibit 10.50 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009	*	
 	 	 	 	 	
10.51	**	-	Amendment to Employment Agreement between Vornado Realty Trust and Mitchell N. Schear, dated December 29, 2008. Incorporated by reference to Exhibit 10.51 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009	*	
 	 	 	 	 	
10.52	**	-	Amendment to Employment Agreement between Vornado Realty Trust and Sandeep Mathrani, dated December 29, 2008. Incorporated by reference to Exhibit 10.52 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009	*	
 	 	 	 	 	
10.53	**	-	Amendment to Employment Agreement between Vornado Realty Trust and Christopher G. Kennedy, dated December 29, 2008. Incorporated by reference to Exhibit 10.53 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009	*	

12	 	-	Computation of Ratios	 	
 	 	 	 	 	
21	 	-	Subsidiaries of the Registrant	 	
 	 	 	 	 	
23	 	-	Consent of Independent Registered Public Accounting Firm	 	
 	 	 	 	 	
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 compensatory agreement.	 	

 

195

 

 
EXHIBIT 12
 
COMPUTATION OF RATIOS
(UNAUDITED)
 
Our consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preference distributions for each of the fiscal years ended December 31, 2008, 2007, 2006, 2005 and 2004 are as follows:
 
 	 	Year Ended December 31,	 	
($ in thousands)	 	2008	 	2007	 	2006	 	2005	 	2004	 	
Net income from continuing operations	 	$	232,749	(1)	$	514,841	 	$	609,308	 	$	562,132	 	$	603,596	 	
Fixed charges	 	 	659,194	 	 	631,202	 	 	426,984	 	 	302,830	 	 	247,569	 	
Income distributions from partially owned entities	 	 	44,690	 	 	24,044	 	 	35,911	 	 	40,152	 	 	16,740	 	
Capitalized interest	 	 	(63,063	)	 	(53,648	)	 	(26,195	)	 	(15,582	)	 	(8,718	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings - Numerator	 	$	873,570	 	$	1,116,439	 	$	1,046,008	 	$	889,532	 	$	859,187	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest and debt expense	 	$	586,358	 	$	569,386	 	$	394,571	 	$	281,825	 	$	233,750	 	
Capitalized interest	 	 	63,063	 	 	53,648	 	 	26,195	 	 	15,582	 	 	8,718	 	
1/3 of rental expense – interest factor	 	 	9,773	 	 	8,168	 	 	6,218	 	 	5,423	 	 	5,101	 	
Fixed charges - Denominator	 	 	659,194	 	 	631,202	 	 	426,984	 	 	302,830	 	 	247,569	 	
Preferred unit distributions	 	 	76,834	 	 	77,009	 	 	80,518	 	 	97,232	 	 	97,198	 	
Combined fixed charges and preference distributions - Denominator	 	$	736,028	 	$	708,211	 	$	507,502	 	$	400,062	 	$	344,767	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges	 	 	1.33	 	 	1.77	 	 	2.45	 	 	2.94	 	 	3.47	 	
Ratio of earnings to combined fixed charges and preference dividends	 	 	1.19	 	 	1.58	 	 	2.06	 	 	2.22	 	 	2.49	 	
 
Earnings equals (i) income from continuing operations before income taxes and income from partially owned entities, plus, (ii) fixed charges and (iii) income distributions from partially owned entities, minus (iv) capitalized interest. Fixed charges equals (i) interest and debt expense, plus (ii) capitalized interest and (iii) the portion of operating lease rental expense that is representative of the interest factor, which is one-third of operating lease rentals. Combined fixed charges and preference distributions equals fixed charges plus preferred unit distributions.
 
_______________________
(1)	Includes an aggregate of $358,340 of non-cash impairment charges related to (i) our investment in Lexington Realty Trust, (ii) marketable equity securities and (iii) partially owned and wholly owned real estate development projects.	

 

EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of our reports dated March 10, 2009, relating to the consolidated financial statements and financial statement schedules of Vornado Realty L.P., and the effectiveness of Vornado Realty L.P.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Vornado Realty L.P. for the year ended December 31, 2008:
 
Vornado Realty Trust and Vornado Realty L.P. (Joint Registration Statements):
 
Amendment No. 4 to Registration Statement No. 333-40787 on Form S-3
Amendment No. 4 to Registration Statement No. 333-29013 on Form S-3
Registration Statement No. 333-108138 on Form S-3
Registration Statement No. 333-122306 on Form S-3
Registration Statement No. 333-138367 on Form S-3

 
 
/s/ DELOITTE & TOUCHE LLP
 
Parsippany, New Jersey
March 10, 2009

 

EXHIBIT 31.1
CERTIFICATION
I, Steven Roth, certify that:

 	1.	I have reviewed this Annual Report on Form 10-K of Vornado Realty L.P.;	
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 	5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
 
 	March 10, 2009	
 	
/s/ Steven Roth	
 	Steven Roth	
 	Chief Executive Officer of Vornado Realty Trust,
sole general partner of Vornado Realty L.P.	

 

EXHIBIT 31.2
CERTIFICATION
I, Joseph Macnow, certify that:

 	1.	I have reviewed this Annual Report on Form 10-K of Vornado Realty L.P.;	
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 	5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
 
 	March 10, 2009	
 	
/s/ Joseph Macnow	
 	Joseph Macnow	
 	Chief Financial Officer of Vornado Realty Trust,
sole general partner of Vornado Realty L.P.	

 

EXHIBIT 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that :
 
The Annual Report on Form 10-K for year ended December 31, 2008 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	 	 	

March 10, 2009	 	 	
/s/ Steven Roth	
 	 	Name:	Steven Roth	
 	 	Title:	Chief Executive Officer of Vornado Realty Trust,
sole general partner of Vornado Realty L.P.	

 

EXHIBIT 32.2
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that :
 
The Annual Report on Form 10-K for year ended December 31, 2008 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	 	 	

March 10, 2009	 	 	
/s/ Joseph Macnow	
 	 	Name:	Joseph Macnow	
 	 	Title:	Chief Financial Officer of Vornado Realty Trust,
sole general partner of Vornado Realty L.P.