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, ~~2014~~2015

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

For the transition period from		to

Commission File Number:	001‑34482

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

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 NO x

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 whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO o

Indicate by check mark 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.

o Large Accelerated Filer		o Accelerated Filer
x 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, ~~2014~~ 2015 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 the 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 $1815,~~019~~868,~~853,~~000 at June 30, ~~2014~~2015.

Documents Incorporated by Reference

Part III: Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s Shareholders to be held on May 2119, ~~2015~~2016.

This Annual Report on Form 10-K omits financial statements required under Rule 3-09 of Regulation S-X, for Toys “R” Us, Inc. An amendment to this Annual Report on Form 10-K will be filed as soon as practicable following the availability of such financial statements.

			INDEX
		Item	Financial Information:	Page Number
PART I.		1.	Business	45
		1A.	Risk Factors	89
		1B.	Unresolved Staff Comments	1720
		2.	Properties	1821
		3.	Legal Proceedings	3230
		4.	Mine Safety Disclosures	3230
PART II.		5.	Market for Registrant’s Common Equity, Related Stockholder Matters and
			Issuer Purchases of Equity Securities	3331
		6.	Selected Financial Data	3533
		7.	Management's Discussion and Analysis of Financial Condition and
			Results of Operations	3634
		7A.	Quantitative and Qualitative Disclosures about Market Risk	9186
		8.	Financial Statements and Supplementary Data	9287
		9.	Changes in and Disagreements with Accountants on
			Accounting and Financial Disclosure	~~140~~137
		9A.	Controls and Procedures	~~140~~137
		9B.	Other Information	~~142~~139
PART III.		10.	Directors, Executive Officers and Corporate Governance(1)	~~142~~139
		11.	Executive Compensation(1)	~~143~~140
		12.	Security Ownership of Certain Beneficial Owners and Management
			and Related Stockholder Matters(1)	~~143~~140
		13.	Certain Relationships and Related Transactions, and Director Independence(1)	~~143~~140
		14.	Principal Accounting Fees and Services(1)	~~143~~140
PART IV.		15.	Exhibits, Financial Statement Schedules	~~144~~141
Signatures				~~145~~142
(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 no later than 120 days after December 31, ~~2014~~2015, portions of which are incorporated by reference herein.

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 future 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 and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures and 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.

PART I

ITEM 1. 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 94 93.17% of the common limited partnership interest in the Operating Partnership at December 31, ~~2014~~ 2015. All references to “we,” “us,” “our,” the “Company” and “Operating Partnership” refer to Vornado Realty L.P. and its consolidated subsidiaries.

On January 15, 2015, we completed the spin-off of substantially all of our retail segment comprised of 79 strip shopping centers, three malls, a warehouse park and $225 million of cash to Urban Edge Properties (“UE”) (NYSE: UE). As part of this transaction, we received 5,~~712~~717,~~000~~184 UE operating partnership units (5.4% ownership interest).

We currently own all or portions of:

New York:

· 2021.1 3 million square feet of Manhattan office space in 31 35 properties;

· 2.5 6 million square feet of Manhattan street retail space in 5665 properties;

· ~~Four~~1,711 units ~~residential~~in ~~properties~~eleven ~~containing~~residential ~~1,654 units~~properties;

· The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn Plaza district;

· A 32.4% interest in Alexander’s, Inc. (NYSE: ALX), which owns ~~six~~ seven properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building;

Washington, DC:

· 1615.1 8 million square feet of office space in 5957 properties;

· ~~Seven residential properties containing~~ 2,414 units in seven residential properties;

· The 3.6 million square foot Mart (“theMart”) in Chicago;

· A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco’s financial district aggregating 1.8 million square feet, known as the Bank of America Center;

· A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the general partner and investment manager of the fund;

· A 32.65% interest in Toys “R” Us, Inc.; and

· Other real estate and ~~related~~other investments.

Objectives and Strategy

Our business objective is to maximize Vornado shareholder value. We intend to achieve this objective by continuing to pursue our investment philosophy and execute our operating strategies through:

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

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

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

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

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

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

We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from ~~possible~~ asset sales and by accessing the public and private capital markets. We may also offer partnership units in exchange for property and may repurchase or otherwise reacquire these units or any other securities of ours in the future.

ACQUISITIONS

Since January 1, ~~2014~~2015, we ~~completed~~acquired assets aggregating $845.8 million. Below is the ~~following~~summary of the significant acquisitions:.

· A150 ~~74.3% interest in the retail condominium of the St. Regis Hotel,~~West ~~located~~34th ~~on the Southeast corner of 55th~~ Street ~~and~~for ~~Fifth~~approximately ~~Avenue, for~~ $~~700~~355 million

· The Center ~~land under our 715 Lexington Avenue retail property~~Building, located on ~~the~~at ~~Southeast~~33-00 ~~corner~~Northern ofBoulevard ~~58th~~in ~~Street~~Long ~~and~~Island ~~Lexington Avenue in Manhattan~~City, ~~for~~NY for $63142 million

· We260 Eleventh ~~increased~~Avenue ~~our~~for ~~ownership~~813,900 innewly ~~One~~issued ~~Park~~Vornado ~~Avenue~~Operating toPartnership ~~55.0% from 46.5%~~units ~~through~~valued aat ~~joint~~approximately ~~venture~~$80 ~~with an institutional investor~~ million

· We265 ~~increased our ownership in Crowne Plaza Times Square Hotel to~~West ~~33%~~34th ~~from~~Street ~~11%~~for byapproximately ~~co-investing~~$28.5 ~~with our 25% owned Real Estate Fund and one of the Fund’s limited partners to buy out the Fund’s joint venture partner’s 57% interest~~ million

~~Additional~~· ~~details~~We increased ~~about~~our ownership in Crowne Plaza Times Square Hotel to 33% from 11% by co-investing with our ~~acquisitions~~25% ~~are~~owned ~~provided~~real inestate ~~the~~fund ~~“Overview”~~and one of ~~Management~~the fund’s limited ~~Discussion~~partners ~~and~~to ~~Analysis~~buy ofout ~~Financial~~the ~~Condition~~fund’s ~~and~~joint ~~Results~~venture ofpartner’s ~~Operations.~~57% interest

~~DISPOSITIONS~~· We entered into a joint venture in which we have a 55% ownership interest to develop a Class-A office building at 512 West 22nd Street

~~Since~~Additional ~~January~~details 1,about ~~2014,~~our weacquisitions ~~sold~~are ~~nine~~provided ~~assets~~in ~~for~~the an“Overview” ~~aggregate~~ of ~~$1.025~~Management’s ~~billion, with net~~Discussion ~~proceeds~~and Analysis of ~~approximately~~Financial ~~$989~~Condition ~~million. Below~~and isResults ~~a summary~~ of ~~these sales~~Operations.

~~· 1740 Broadway for $605 million resulting in net proceeds of approximately $580 million~~DISPOSITIONS

· Since January 1, 2015, ~~Beverly~~we ~~Connection~~sold ~~Shopping~~eleven ~~Center~~assets for an aggregate of $~~260~~1.044 ~~million~~billion, ~~resulting~~with in net proceeds of approximately $~~252~~980 million. Below is a summary of these sales.

· ~~Broadway~~We completed ~~Mall~~the ~~for~~spin-off ~~$94~~of ~~million~~substantially ~~resulting~~all inof ~~net~~our ~~proceeds~~retail ofsegment ~~$92.2~~to Urban Edge ~~million~~Properties

· ~~Six~~20 ~~retail~~Broad Street ~~assets~~ for an aggregate consideration of $~~66.4~~200 million resulting in net proceeds of $64193.82 million

~~Additional~~· ~~details~~1750 Pennsylvania ~~about~~Avenue, ~~our~~NW ~~dispositions are provided~~ in ~~the~~Washington, ~~“Overview”~~DC offor ~~Management’s Discussion~~$182 ~~and~~million ~~Analysis~~resulting ofin ~~Financial~~net proceeds ~~Condition and Results~~ of ~~Operations~~$177.6 million

5· Our 50% interest in the Monmouth Mall in Eatontown, NJ for $38 million

~~FINANCINGS~~· Our Geary Street, CA lease for $35.3 million resulting in net proceeds of $34.2 million

~~Since January~~· 1We transferred the redeveloped Springfield Town Center, ~~2014~~located in Springfield, weVA to ~~completed~~PREIT ~~the~~Associates, ~~following~~L.P. ~~financing~~for ~~transactions:~~$485.3 million resulting in net proceeds of $463.5 million.

· ~~Extended one of two $1.25 billion unsecured revolving credit~~Five ~~facilities~~residual toretail ~~November~~assets ~~2018~~for ~~with~~an ~~two~~aggregate ~~six-month~~of ~~extension options, lowering the interest rate to LIBOR plus 1~~$11.~~05%~~4 ~~from~~million ~~LIBOR~~resulting ~~plus~~in ~~1.25% and reducing the~~net ~~facility~~proceeds ~~fee~~of to$10.7 ~~20 basis points from 25 basis points~~ million

· ~~Issued~~520 Broadway for $~~450~~91.7 million ~~2.50%~~resulting ~~senior~~in ~~unsecured~~net ~~notes~~proceeds ~~due~~of ~~June~~$62.9 ~~2019~~million

· Additional details ~~Redeemed~~about ~~$445~~our ~~million~~dispositions ~~7.875%~~are ~~senior~~provided ~~unsecured~~in ~~notes~~the ~~due~~“Overview” ~~October~~of Management’s Discussion ~~2039~~and Analysis of Financial Condition and Results of Operations.

~~· Redeemed $500 million 4.25% senior unsecured notes due April 2015~~6

~~· Obtained $2.0 billion of mortgage financings and repaid $519 million and defeased $193 million of existing mortgages for aggregate net proceeds of $1.3 billion~~FINANCINGS

~~Additional details~~Since ~~about~~January ~~our~~1, ~~financings~~2015, we ~~are~~completed ~~provided in~~ the ~~“Overview”~~following offinancing ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~ transactions:

· Entered into an unsecured delayed-draw term loan facility in the maximum amount of $750 million ($187.5 million outstanding at December 31, 2015)

· Completed $700 million refinancing of 770 Broadway for net proceeds of approximately $330 million.

· Completed $580 million refinancing of 100 West 33rd Street for net proceeds of approximately $242 million

· Redeemed $500 million 4.25% senior unsecured notes due April 2015

· Completed $450 million financing of the retail condominium of the St. Regis Hotel and the adjacent retail town house

· Completed $375 million refinancing of 888 Seventh Avenue for net proceeds of approximately $49 million

· Upsized loan on 220 Central Park South development by $350 million to $950 million

· Completed $308 million refinancing of RiverHouse Apartments for net proceeds of approximately $43 million

· $205 million of financing in connection with acquisition of 150 West 34th Street

Additional details about our financings are provided in the “Overview” of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

DEVELOPMENT AND REDEVELOPMENT EXPENDITURES

We are constructing a residential condominium tower containing 392,000 salable square feet on our 220 Central Park South development site. The incremental development cost of this project is approximately $1.3 billion, of which $293 million has been expended as of December 31, 2015.

We are developing The Bartlett, a 699-unit residential project in Pentagon City, which is expected to be completed in 2016. The project includes a 40,000 square foot Whole Foods Market at the base of the building. The incremental development cost of this project is approximately $250 million, of which $166 million has been expended as of December 31, 2015.

On June 24, 2015, we entered into a joint venture, in which we own a 55% interest, to develop a 173,000 square foot Class-A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan. The development cost of this project is approximately $235 million. On November 24, 2015, the joint venture obtained a $126 million construction loan. The loan matures in November 2019 with two six-month extension options. The interest rate is LIBOR plus 2.65% (3.07% at December 31, 2015). As of December 31, 2015, the outstanding balance of the loan was $44.1 million, of which $24.2 million is our share.

On July 23, 2014, a joint venture in which we are a 50.1% partner entered into a 99-year ground lease for 61 Ninth Avenue located on the Southwest corner of Ninth Avenue and 15th Street in the West Chelsea submarket of Manhattan. The venture’s current plans are to construct an office building, with retail at the base, of approximately 167,000 square feet. Total development costs are currently estimated to be approximately $150 million.

We plan to demolish two adjacent Washington, DC office properties, 1726 M Street and 1150 17th Street in the first half of 2016 and replace them in the future with a new 335,000 square foot Class A office building, to be addressed 1700 M Street. The incremental development cost of the project is approximately $170 million.

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including the Penn Plaza District, and in Washington, including Crystal City, Rosslyn and Pentagon City.

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

SEGMENT DATA

We operate in the following business segments: New York, and Washington, DC~~, Retail Properties, and Toys “R” Us (“Toys”)~~. Financial information related to these business segments for the years ended December 31, ~~2014~~2015, ~~2013~~2014 and ~~2012~~2013 is set forth in Note 2524 – Segment Information to our consolidated financial statements in this Annual Report on Form 10-K.

SEASONALITY

Our revenues and expenses are subject to seasonality during the year which impacts quarterly net earnings and cash flows and therefore impacts comparisons of the current quarter to the ~~previous~~ ~~quarter. The business of Toys is highly seasonal and substantially all~~previous ~~of Toys’ net income is generated in its fourth~~ quarter~~, which we record on a one-quarter lag basis in our first quarter~~. The New York and Washington, DC segments have historically experienced higher utility costs in the first and third quarters of the year. ~~The Retail Properties segment revenue in the~~ ~~fourth quarter is typically higher due to the recognition of percentage and specialty rental income.~~

tenants ACCOUNTING FOR over 10% of revenues

None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, ~~2014~~2015, ~~2013~~ 2014 and ~~2012~~2013.

Certain Activities

We do not 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 our portfolio may be sold when 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 or property type. While Vornado may seek the vote of its shareholders 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 Vornado’s shareholders or our unitholders.

Employees

As of December 31, ~~2014~~2015, we have approximately 4,~~503~~089 employees, of which ~~329~~298 are corporate staff. The New ~~York~~ York segment has 3,~~400~~242 employees, including 2,~~735~~566 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York and Washington, DC properties and ~~508 employees~~487 employees at the Hotel Pennsylvania. The Washington, DC segment and ~~Retail~~theMart ~~Properties~~properties ~~segments~~ have ~~457~~462 and 77 87 employees, respectively ~~and the Mart properties have 240 employees~~. The foregoing does not include employees of partially owned entities.

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 of us, 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. Copies of our filings under the Securities Exchange Act of 1934 are also available free of charge from us, upon request.

ITEM 1A. RISK FACTORS

Material factors that may adversely affect our business, operations and financial condition are summarized below. The risks ~~and~~ and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. ~~See~~ See “Forward-Looking Statements” contained herein on page 34.

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~~ conditions may also adversely impact our revenues and cash flows.

The factors that affect the value of our real ~~estate~~ estate investments include, among other things:

· global, 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;

· the development and/or redevelopment of our properties;

· changes in market rental rates;

· the timing and costs associated with property improvements and rentals;

· whether we are able to pass all or portions of any increases in operating costs through to 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~~changes in ~~condition~~space ofutilization by our tenants, ~~including~~due ~~the~~to ~~extent~~technology, ofeconomic ~~tenant~~conditions ~~bankruptcies~~and orbusiness ~~defaults~~environment;

· ~~availability~~the financial condition of ~~financing~~our ontenants, ~~acceptable~~including ~~terms~~the orextent atof ~~all~~tenant bankruptcies or defaults;

· availability of ~~inflation~~financing on acceptable terms or ~~deflation~~at all;

· ~~fluctuations~~ ininflation or ~~interest rates~~deflation;

· ~~our~~fluctuations in ~~ability~~interest ~~to obtain adequate insurance~~rates;

· ~~changes in~~our ~~zoning~~ability ~~laws~~to ~~and~~obtain adequate ~~taxation~~insurance;

· ~~government~~changes in zoning laws ~~regulation;~~and taxation;

· ~~consequences of~~government ~~any armed conflict involving, or terrorist attacks against, the United States or individual acts of violence in public spaces including retail centers~~regulation;

· ~~potential~~consequences of any ~~liability~~armed ~~under~~conflict ~~environmental~~involving, or ~~other~~terrorist ~~laws~~attacks against, the United States or individual ~~regulations;~~acts of violence in public spaces including retail centers;

· potential liability ~~natural~~under ~~disasters~~environmental or other laws or regulations;

· ~~general~~ ~~competitive factors~~natural disasters; ~~and~~

· general competitive ~~climate~~factors; ~~changes.~~and

~~The rents or sales proceeds we receive and the~~· ~~occupancy levels at our properties may decline as a result of adverse changes~~climate ~~in any of these factors~~changes. If rental revenues, sales proceeds 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~~The ~~and~~rents ~~economic~~or ~~conditions~~sales ~~can~~proceeds ~~materially~~we ~~affect~~receive and the occupancy levels at our ~~liquidity,~~properties ~~financial~~may decline as a result of adverse changes in any of ~~condition~~these factors. If rental revenues, sales proceeds and/or ~~results~~occupancy oflevels decline, ~~operations~~we asgenerally ~~well~~would asexpect ~~the~~to ~~value~~have less cash available to pay indebtedness and for distribution to unitholders. In addition, some of our ~~debt~~major expenses, including mortgage payments, real estate taxes and ~~equity~~maintenance costs ~~securities~~generally do not decline when the related rents decline.

~~There~~Capital ~~are many factors that can affect the value of our debt and equity securities, including the state of the capital~~ markets ~~and~~ ~~the economy. Demand for office~~ and ~~retail space may decline nationwide, as~~ ~~it did in 2008 and 2009 due to the~~ economic ~~downturn,~~conditions ~~bankruptcies,~~can ~~downsizing, layoffs~~materially ~~and cost cutting. Government action or inaction may adversely~~ affect ~~the~~ ~~state of the capital markets. The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect~~ our liquidity, ~~and~~ financial condition, ~~including our~~and results of operations, ~~and~~as ~~the~~well ~~liquidity~~as ~~and financial condition of our tenants. Our inability or~~ the ~~inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the~~ value of our debt and equity securities.

8There are many factors that can affect the value of our debt and equity securities, including the state of the capital markets and the economy. Demand for office and retail space may decline nationwide, as it did in 2008 and 2009 due to the economic downturn, bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely affect the state of the capital markets. The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our debt and equity securities.

~~Real estate is a competitive business.~~9

WeReal ~~compete~~estate ~~with~~is a ~~large number of property owners~~competitive ~~and developers, some of which may be willing to accept lower returns on their investments than we are~~business. Principal factors of competition include rents charged, sales prices, 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 global, 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 regulation, legislation and population and employment trends.

We ~~depend~~compete onwith ~~leasing~~a ~~space~~large number of real estate property owners and developers, some of which may be willing to ~~tenants~~accept lower returns on their ~~economically~~investments. ~~favorable~~Principal ~~terms~~factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and ~~collecting~~the ~~rent~~breadth and ~~from~~the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants ~~who~~and ~~may~~customers, ~~not~~availability beand ~~able~~cost toof ~~pay~~capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends.

~~Our~~We ~~financial results~~ depend ~~significantly~~ on leasing space ~~in our properties~~ to tenants on economically favorable terms. ~~In addition,~~and ~~because~~collecting arent ~~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~~who ~~pay their rent or if we are not able to maintain occupancy~~may ~~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, there may be an increase in the number of tenants that cannot~~ pay ~~their rent and an increase in vacancy rates~~.

~~Bankruptcy~~Our orfinancial ~~insolvency~~results depend significantly on leasing space in our properties to tenants on economically favorable terms. In addition, because a 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 ~~decrease~~not be able to enforce our rights ~~revenue~~as landlord without delays and may incur substantial legal costs. During periods of economic adversity, ~~net~~there ~~income~~may be an increase in the number of tenants that cannot pay their rent and ~~available~~an ~~cash~~increase in vacancy rates.

~~From~~We ~~time to time, some of our tenants have declared bankruptcy, and other tenants~~ may ~~declare~~be ~~bankruptcy~~unable ~~or become insolvent in the future. The bankruptcy or insolvency of a major tenant could cause us~~ to ~~suffer~~renew ~~lower revenues and operational difficulties, including~~leases ~~leasing the remainder of the property. As a result, the bankruptcy~~ or ~~insolvency~~ ofrelet aspace ~~major~~as ~~tenant~~leases ~~could result in decreased revenue, net income and funds available to pay our indebtedness or make distributions to unitholders~~expire.

WeWhen our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of renewal or reletting, taking into account among other things, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur ~~significant~~substantial costs in renovating or redesigning the internal configuration of the relevant property. If we are unable to ~~comply~~promptly ~~with~~renew ~~environmental~~the ~~laws~~leases ~~and~~or ~~environmental~~relet the space at similar rates or if we ~~contamination~~incur ~~may~~substantial ~~impair~~costs in renewing or reletting the space, our cash flow and ability to ~~lease~~service debt obligations and~~/or~~ ~~sell~~pay ~~real~~distributions ~~estate~~to security holders could be adversely affected.

~~Our~~Bankruptcy ~~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~~insolvency ~~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~~tenants ~~up hazardous or toxic substances released at a property. The owner or operator~~ may ~~also~~decrease 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 damagerevenue, ~~demolition,~~net ~~renovation~~income ~~or remodeling~~ and ~~also govern emissions of~~available ~~and exposure to asbestos fibers in the air~~cash. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) 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. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past. 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 related claims arising out of environmental contamination or human exposure to contamination at or from our properties.

~~Each~~From time to time, some of our ~~properties~~tenants ~~has~~have ~~been~~declared bankruptcy, ~~subject~~and toother ~~varying degrees~~tenants ofmay ~~environmental~~declare ~~assessment.~~bankruptcy Toor ~~date,~~become ~~these~~insolvent ~~environmental~~in ~~assessments~~the ~~have~~future. ~~not~~The ~~revealed~~bankruptcy ~~any~~or ~~environmental~~insolvency ~~condition~~of ~~material~~a tomajor ~~our~~tenant ~~business.~~could cause us to suffer ~~However,~~lower ~~identification~~revenues ofand ~~new~~operational ~~compliance~~difficulties, ~~concerns~~including orleasing ~~undiscovered~~the ~~areas~~remainder of ~~contamination,~~the ~~changes~~property. inAs a result, the ~~extent~~bankruptcy or ~~known~~insolvency ~~scope~~ of ~~contamination, human~~a major tenant could ~~exposure~~result toin ~~contamination~~decreased orrevenue, ~~changes~~net inincome ~~clean-up~~and orfunds ~~compliance~~available ~~requirements could~~to ~~result~~pay inour indebtedness ~~significant~~or ~~costs~~make distributions to usunitholders.

InWe ~~addition, we~~ may ~~become~~incur significant ~~subject~~costs to ~~costs~~comply ~~or taxes, or increases therein, associated~~ with ~~natural~~environmental ~~resource~~laws orand ~~energy usage~~environmental ~~(such~~contamination asmay aimpair ~~“carbon tax”). These costs or taxes could increase~~ our ~~operating costs~~ability ~~and decrease the cash available~~ to ~~pay~~lease ~~our obligations~~ and/or ~~distribute~~sell toreal ~~equity holders~~estate.

9Our 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) 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. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past. 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 related claims arising out of environmental contamination or human exposure to contamination at or from our properties.

~~We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control and similar requirements.~~ 10

~~Pursuant~~Each ~~to Executive~~of ~~Order~~our ~~13224~~properties ~~and~~has ~~other~~been ~~laws,~~subject ~~the~~to ~~Office of Foreign Assets Control of~~varying ~~the~~degrees ~~United States Department~~ of ~~the~~environmental ~~Treasury~~assessment. ~~(“OFAC”)~~To ~~maintains~~date, athese ~~list~~environmental ofassessments ~~persons~~have ~~designated~~not asrevealed ~~terrorists~~any orenvironmental ~~who~~condition ~~are~~material ~~otherwise~~to ~~blocked or banned (“Prohibited Persons”) from conducting business or engaging in transactions in the United States and thereby restricts~~ our ~~doing~~ business ~~with such persons~~. ~~Our~~ ~~leases~~However, ~~loans and other agreements may require us to comply with OFAC and~~ ~~related~~identification ~~requirements. If~~of anew ~~tenant~~compliance concerns or ~~other~~undiscovered ~~party~~areas ~~with whom we conduct business~~of iscontamination, ~~placed~~changes onin the ~~OFAC~~extent ~~list~~ or isknown ~~otherwise~~scope aof ~~party~~contamination, ~~with which we are prohibited~~human ~~from~~exposure ~~doing~~to ~~business,~~contamination weor ~~may~~changes bein ~~required~~clean-up ~~to terminate the lease~~ or ~~other agreement. Any~~compliance ~~such termination~~ requirements could result in asignificant ~~loss~~costs ofto ~~revenue or otherwise negatively affect our financial results and cash flows~~us.

~~Our~~In ~~business~~addition, ~~and~~we ~~operations~~may ~~would~~become ~~suffer~~subject into costs or taxes, or ~~the~~increases ~~event~~therein, ofassociated ~~system~~with ~~failures~~natural resource or energy usage (such as a “carbon tax”). These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders.

~~Despite~~We ~~system~~face ~~redundancy, the implementation of~~risks ~~security~~associated ~~measures~~with ~~and the existence of a disaster recovery plan for~~ our ~~internal~~ ~~information~~tenants ~~technology~~being ~~systems,~~designated ~~our~~“Prohibited ~~systems~~Persons” ~~are~~by ~~vulnerable~~the ~~to damages~~Office ~~from any number~~ of ~~sources,~~Foreign ~~including~~Assets ~~computer~~Control ~~viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war~~ and ~~telecommunication failures. Any~~similar ~~system failure or accident that causes interruptions in our operations could result in a material disruption to our business~~requirements. ~~We may also incur additional costs to remedy damages caused by such disruptions.~~

~~The~~Pursuant ~~occurrence~~to ofExecutive ~~cyber~~Order ~~incidents~~13224 and other laws, orthe Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) maintains a list of persons designated as terrorists or who are ~~deficiency~~otherwise blocked or banned (“Prohibited Persons”) from conducting business or engaging in ~~our~~transactions ~~cyber~~in ~~security,~~the ~~could~~United ~~negatively~~States ~~impact~~and thereby restricts our doing business ~~by causing~~with asuch ~~disruption~~persons. We are required to ~~our~~comply ~~operations,~~with aOFAC ~~compromise~~and related requirements and may be required to terminate or ~~corruption~~otherwise ofamend our ~~confidential information~~leases, loans and/ other agreements. If a tenant or ~~damage~~other toparty ~~our~~with whom we conduct business ~~relationships,~~is ~~all~~placed ofon the OFAC list or is otherwise a party with which we are prohibited from doing business, we may be required to terminate the lease or other agreement. Any such termination could result in a loss of revenue or otherwise negatively ~~impact~~affect our financial results and cash flows.

AOur ~~cyber~~business ~~incident is considered to be any adverse~~and event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, ~~corrupt~~would ~~data,~~suffer orin ~~steal confidential information. As our reliance on technology has increased, so have~~ the ~~risks~~event ~~posed to our systems, both internal and those we have outsourced. Our primary risks that could directly result from the occurrence~~ of asystem ~~cyber incident are theft of assets, operational interruption, damage to our relationship with our tenants, and private data exposure~~failures. ~~We have implemented processes, procedures and controls~~ to help mitigate these risks, but these measures, as well as our increased awareness of a risk of a cyber incident, do not guarantee that our financial results will not be negatively impacted by such an incident.

~~Some~~Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our ~~potential~~internal ~~losses~~information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also ~~not~~incur beadditional ~~covered~~costs to remedy damages caused by ~~insurance~~such disruptions.

WeThe ~~maintain general liability insurance with limits of $300,000,000 per~~ occurrence ~~and all risk property and rental value insurance with limits~~ of ~~$2.0 billion per~~ ~~occurrence,~~cyber ~~with sub-limits for certain perils such as floods. Our California properties have earthquake insurance with coverage of $180~~incidents,~~000,000~~ ~~per occurrence,~~or ~~subject to~~ a ~~deductible~~deficiency in ~~the~~our ~~amount~~cyber ofsecurity, 5%could ofnegatively ~~the~~impact our ~~value~~business ofby ~~the affected~~causing ~~property,~~a updisruption to aour ~~$180~~operations,~~000,000~~ ~~annual~~a ~~aggregate.~~compromise ~~We maintain coverage~~or ~~for~~corruption ~~terrorism acts with limits~~ of ~~$4.0~~our ~~billion~~confidential ~~per occurrence and in the aggregate~~information, and/or ~~$2.0~~damage ~~billion~~to ~~per~~our ~~occurrence and in the aggregate for terrorism~~business ~~involving~~relationships ~~nuclear,~~or ~~biological~~reputation, ~~chemical~~all ~~and~~of ~~radiological~~which ~~(“NBCR”)~~could ~~terrorism events,~~negatively asimpact ~~defined~~our ~~by Terrorism Risk Insurance Program Reauthorization Act,~~financial ~~which expires in December 2020~~results.

~~Penn~~We ~~Plaza~~face ~~Insurance~~risks ~~Company,~~associated ~~LLC~~with ~~(“PPIC”)~~security breaches, ~~our~~whether ~~wholly~~through ~~owned~~cyber ~~consolidated~~attacks ~~subsidiary~~or cyber intrusions over the Internet, ~~acts~~malware, ascomputer viruses, aattachments reto e-~~insurer~~mails, ~~with~~persons ~~respect~~who toaccess ~~a portion~~our ofsystems ~~all~~from ~~risk~~inside ~~property~~or outside our organization, and ~~rental~~other ~~value~~significant ~~insurance~~disruptions of our IT networks and arelated ~~portion~~systems. The risk of ~~our~~a security breach or disruption, particularly ~~earthquake~~through ~~insurance~~cyber ~~coverage~~attack or cyber intrusion, including by computer hackers, foreign governments and ascyber aterrorists, ~~direct~~has ~~insurer~~generally ~~for~~increased ~~coverage~~as ~~for~~the ~~NBCR~~number, ~~acts. Coverage~~intensity ~~for~~and ~~acts~~sophistication of ~~terrorism~~attempted ~~(excluding~~attacks ~~NBCR~~and ~~acts)~~intrusions isfrom ~~fully~~around ~~reinsured~~the byworld ~~third~~have ~~party~~increased. ~~insurance~~Our ~~companies~~IT networks and related systems are essential to the ~~Federal~~operation ~~government~~of ~~with~~our nobusiness ~~exposure~~and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the ~~PPIC~~operations of certain of our tenants. ~~For~~ ~~NBCR~~Although ~~acts,~~we ~~PPIC~~make isefforts ~~responsible~~to ~~for~~maintain the asecurity ~~deductible~~and integrity of ~~$3,200,000~~these types of IT networks and related ~~15%~~systems, ofand we have implemented various measures to manage the ~~balance~~risk of a security ~~covered~~breach ~~loss~~or ~~(16%~~disruption, ~~effective~~there ~~January~~can 1,be ~~2016)~~no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected ~~Federal~~information, ~~government~~networks, issystems ~~responsible~~and ~~for~~facilities remain potentially vulnerable because the ~~remaining~~techniques ~~85%~~used ofin such attempted security breaches evolve and generally are not recognized until launched against a ~~covered~~target, ~~loss~~and ~~(84%~~in some cases ~~effective~~are ~~January~~designed 1to not be detected and, ~~2016)~~in fact, may not be detected. We ~~are~~Accordingly, we ~~ultimately~~may ~~responsible~~be ~~for~~unable ~~any~~to ~~loss~~anticipate these techniques or to implement adequate ~~incurred~~security bybarriers ~~PPIC~~or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

WeA ~~continue~~security tobreach ~~monitor~~or other significant disruption involving our IT networks and related systems could disrupt the ~~state~~proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; result in the ~~insurance~~unauthorized access to, and ~~market~~destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the ~~scope~~building ~~and~~systems relied ~~costs~~upon by our tenants for the efficient use of ~~coverage~~their leased space; require significant management attention and resources to remedy any damages that result; subject us to claims for ~~acts~~breach of ~~terrorism. However~~contract, wedamages, credits, penalties ~~cannot~~or ~~anticipate~~termination ~~what~~of ~~coverage~~leases ~~will~~or beother ~~available~~agreements; onor ~~commercially~~damage ~~reasonable~~our reputation among our ~~terms~~tenants inand investors generally. Any or all of the ~~future~~foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.

Our debt instruments, consisting of mortgage loans secured by our properties which are non-recourse to us, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance our properties and expand our portfolio.11

10Some of our potential losses may not be covered by insurance.

~~Compliance~~We maintain orgeneral ~~failure~~liability toinsurance ~~comply~~with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with ~~the~~limits of ~~Americans~~$2.0 billion per occurrence, with sub-limits for certain perils such as flood ~~Disabilities~~and ~~Act~~earthquake. orOur ~~other~~California ~~safety~~properties ~~regulations~~have earthquake insurance with coverage of $180,000,000 per occurrence and ~~requirements~~in ~~could~~the ~~result~~annual aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We ~~substantial~~maintain ~~costs~~coverage for terrorism acts with limits of $4. 0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.

~~The~~Penn Plaza ~~Americans~~Insurance ~~with~~Company, ~~Disabilities~~LLC ~~Act~~ (“~~ADA~~PPIC”) ~~generally~~, ~~requires~~our ~~that~~wholly ~~public~~owned ~~buildings~~consolidated subsidiary, acts ~~including~~as ~~our~~a ~~properties,~~re-insurer ~~meet certain~~with ~~federal~~respect ~~requirements~~to ~~related~~a toportion ~~access~~of ~~and~~all ~~use~~risk byproperty ~~disabled~~and ~~persons.~~ rental ~~Noncompliance~~value ~~could~~insurance ~~result~~and ina ~~the~~portion ~~imposition~~ of ~~fines~~our byearthquake ~~the~~insurance ~~federal~~coverage, ~~government or~~and ~~the~~as ~~award~~a direct ofinsurer ~~damages~~for tocoverage ~~private~~for ~~litigants~~acts ~~and/or~~of ~~legal~~terrorism ~~fees~~including toNBCR ~~their counsel~~acts. ~~From~~ ~~time~~Coverage for toacts ~~time~~of ~~persons~~terrorism ~~have~~(excluding ~~asserted~~NBCR ~~claims~~acts) ~~against~~is usfully ~~with respect~~reinsured toby ~~some~~third ofparty insurance ~~our~~companies ~~properties~~and ~~under~~ the ~~ADA,~~Federal ~~but~~government towith ~~date~~no ~~such~~exposure ~~claims~~to ~~have~~PPIC. For ~~not~~NBCR ~~resulted~~acts, inPPIC ~~any~~is ~~material~~responsible ~~expense~~for ora ~~liability. If,~~deductible ~~under~~of ~~the ADA~~$3,200,000 ~~we are~~($2,400,000 ~~required~~effective toJanuary ~~make~~1, ~~substantial~~2016) ~~alterations~~per occurrence and ~~capital~~15% ~~expenditures~~of inthe ~~one~~balance orof a covered ~~more~~loss of(16% ~~our~~effective ~~properties~~January 1, ~~including~~2016) and the ~~removal~~Federal ofgovernment ~~access~~is ~~barriers,~~responsible for itthe ~~could adversely~~remaining ~~affect~~85% ~~our~~of ~~financial~~a ~~condition~~covered ~~and~~loss ~~results~~(84% ofeffective ~~operations~~January 1, as2016). ~~well~~We asare ~~the~~ultimately ~~amount~~responsible offor ~~cash~~any ~~available~~loss ~~for~~incurred ~~distribution~~by ~~to unitholders~~PPIC.

~~Our~~We ~~properties~~continue ~~are subject~~ to ~~various~~monitor ~~federal,~~ the state ~~and~~of ~~local~~the ~~regulatory~~insurance ~~requirements, such as state~~ market and ~~local~~the ~~fire~~scope and ~~life safety~~costs ~~requirements. If~~of wecoverage ~~fail~~for toacts ~~comply~~of ~~with these requirements~~terrorism. However, we ~~could~~ ~~incur~~cannot ~~fines~~anticipate orwhat ~~private~~coverage ~~damage awards. We do not know whether existing requirements~~ will ~~change~~be oravailable ~~whether~~on ~~compliance~~commercially ~~with future requirements will~~reasonable ~~require~~terms ~~significant~~in ~~unanticipated~~the ~~expenditures that will affect our cash flow and results of operations~~future.

Our ~~Investments~~debt ~~Are~~instruments, ~~Concentrated~~consisting inof ~~the~~mortgage ~~New~~loans ~~York~~secured ~~CITY~~by ~~METROPOLITAN~~our ~~AREA~~properties which are non-recourse to us, senior unsecured notes and ~~Washington~~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, DCwe /may not be able ~~NORTHERN~~to ~~VIRGINIA~~obtain ~~Area~~an equivalent amount of coverage at reasonable costs in the future. Further, ~~Circumstances~~if ~~Affecting~~lenders ~~These~~insist ~~Areas~~on ~~Generally~~greater ~~Could~~coverage than we are able to obtain it ~~Adversely~~could ~~Affect~~adversely ~~Our~~affect ~~Business~~our ability to finance our properties and expand our portfolio.

~~A significant~~Compliance ~~portion~~or offailure to ~~our~~comply ~~properties~~with ~~are located in~~ the ~~New~~Americans ~~York~~with ~~City~~Disabilities /Act ~~New Jersey~~or ~~metropolitan~~other ~~area~~safety ~~and Washington, DC / Northern Virginia area and are~~regulations ~~affected by the economic cycles~~ and ~~risks~~requirements ~~inherent~~could toresult ~~those~~in ~~areas~~substantial costs.

InThe ~~2014,~~Americans ~~approximately~~with ~~98%~~Disabilities ofAct ~~our~~(“ADA”) ~~EBITDA,~~generally ~~excluding~~requires ~~items~~ that ~~affect~~public ~~comparability~~buildings, ~~came~~including ~~from~~our properties, ~~located~~meet incertain ~~the~~federal ~~New~~requirements ~~York~~related ~~City~~to ~~metropolitan~~access ~~area~~ and ~~the~~use ~~Washington,~~by DCdisabled ~~/ Northern Virginia area~~persons. WeNoncompliance could ~~may~~result ~~continue~~in tothe ~~concentrate~~imposition aof ~~significant~~fines ~~portion~~by ofthe ~~our~~federal ~~future~~government or the award ~~acquisitions~~of indamages ~~these~~to ~~areas~~private litigants and/or inlegal ~~other~~fees ~~geographic~~to ~~real~~their ~~estate~~counsel. From time ~~markets~~to intime ~~the United~~persons ~~States~~have orasserted ~~abroad. Real~~claims ~~estate~~against ~~markets~~us ~~are~~with ~~subject~~respect to ~~economic~~some ~~downturns~~of our ~~and~~properties weunder ~~cannot~~the ~~predict~~ADA, ~~how~~but ~~economic~~to ~~conditions~~date ~~will~~such ~~impact~~claims ~~these~~have ~~markets~~not resulted in any ~~either~~material ~~the~~expense ~~short~~ or ~~long term~~liability. If, ~~Declines~~under in the ~~economy~~ADA, orwe ~~declines~~are inrequired ~~real~~to ~~estate~~make ~~markets~~substantial inalterations ~~these~~and ~~areas~~capital ~~could~~expenditures ~~hurt~~in ~~our~~one ~~financial~~or ~~performance~~more ~~and~~of our properties, including the ~~value~~removal of ~~our~~ ~~properties. In~~access ~~addition~~barriers, toit ~~the~~could ~~factors~~adversely ~~affecting~~affect our ~~the~~financial ~~national economic~~ condition ~~generally~~and results of operations, as well as the ~~factors~~amount ~~affecting~~of ~~economic~~cash available ~~conditions~~for indistribution ~~these~~to ~~regions include:~~unitholders.

~~· financial performance~~Our ~~and~~properties ~~productivity~~are ofsubject ~~the~~to ~~media,~~various ~~advertising~~federal, ~~financial,~~state ~~technology~~and local regulatory requirements, such as state and local fire and life safety ~~retail~~requirements. If we fail to comply with these requirements, ~~insurance~~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 ~~real~~results ~~estate~~of ~~industries;~~operations.

· space needs of, and budgetary constraints affecting, the United States Government, including the effect of a deficit reduction plan and/or base closures and repositioning under the Defense Base Closure and Realignment Act of 2005, as amended;12

~~· business~~Our Investments Are Concentrated in the New York ~~layoffs~~CITY orMETROPOLITAN ~~downsizing;~~AREA and Washington, DC / NORTHERN VIRGINIA Area. Circumstances Affecting These Areas Generally Could Adversely Affect Our Business.

~~· industry~~A significant portion ~~slowdowns;~~of our properties are located in the New York City / New Jersey metropolitan area and Washington, DC / Northern Virginia area and are affected by the economic cycles and risks inherent to those areas.

~~· relocations~~In 2015, approximately 92% of our EBITDA, excluding items that affect comparability, came from properties located in the New York City metropolitan area and the Washington, DC / Northern Virginia area. We may continue to concentrate a significant portion of ~~businesses;~~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 and we cannot predict how economic conditions will impact these markets in either the short or long term. Declines in the economy or declines in real estate markets in these areas could hurt our financial performance and the value of our properties. In addition to the factors affecting the national economic condition generally, the factors affecting economic conditions in these regions include:

· ~~changing~~ ~~demographics~~financial performance and productivity of the media, advertising, financial, technology, retail, insurance and real estate industries;

· ~~increased~~ ~~telecommuting~~space needs of, and ~~use~~budgetary constraints affecting, the United States Government, including the effect of ~~alternative~~a ~~work~~deficit ~~places~~reduction plan and/or base closures and repositioning under the Defense Base Closure and Realignment Act of 2005, as amended;

· ~~infrastructure~~ ~~quality;~~business layoffs ~~and~~or downsizing;

· ~~any~~ ~~oversupply of, or reduced demand for, real estate.~~industry slowdowns;

~~It is impossible for us to assess the future~~· ~~effects~~relocations of 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. Local, national or global economic downturns, would negatively affect our businesses ~~and profitability.~~;

~~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~~changing ~~generate cash flow.~~demographics;

~~We have significant investments in large~~· ~~metropolitan areas, including the New York, Washington, DC, Chicago and San~~increased ~~Francisco~~telecommuting 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~~use 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~~alternative ~~properties~~work ~~and the level of our revenues and cash flows could decline materially.~~places;

~~Natural~~· ~~Disasters~~infrastructure ~~could~~quality; ~~have a concentrated impact on the areas where we operate~~ and ~~could adversely impact our results.~~

~~Our investments are concentrated in the New York,~~· ~~Washington, DC, Chicago and San Francisco metropolitan areas. Natural~~any ~~disasters,~~oversupply ~~including earthquakes, storms and hurricanes, could impact our properties in these and other areas in which we operate. Potentially adverse consequences~~ of ~~“global warming” could similarly have an impact on our properties. As a result~~, ~~we could become subject to significant losses and/~~or ~~repair~~ ~~costs~~reduced ~~that~~demand ~~may or may not be fully covered by insurance and to the risk of business interruption. The incurrence of these losses~~for, ~~costs~~real ~~or business interruptions may adversely affect our operating and financial results~~estate.

11It is impossible for us to assess the future effects of 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. Local, national or global economic downturns, would negatively affect our businesses and profitability.

WeTerrorist ~~May Acquire~~attacks, such oras ~~Sell~~those ~~Assets~~of orSeptember 11, ~~Entities~~2001 orin ~~Develop Properties.~~New ~~Our~~York ~~Failure~~City orand ~~Inability~~the toWashington, ~~Consummate~~DC area, ~~These~~may ~~Transactions~~adversely oraffect ~~Manage~~ the ~~Results~~value of ~~These~~our ~~Transactions~~properties ~~Could~~and ~~Adversely~~our ~~Affect~~ability ~~Our Operations and~~to ~~Financial~~generate ~~Results~~cash flow.

We ~~may~~have significant investments in large metropolitan ~~acquire~~areas, ~~develop~~including the New York, Washington, DC, Chicago and San Francisco metropolitan areas. In response to a terrorist attack or ~~redevelop~~the ~~real~~perceived ~~estate~~threat of terrorism, 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 ~~acquire~~fewer ~~related~~customers ~~companies~~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 ~~this~~result, ~~may~~the ~~create~~value ~~risks~~of our properties and the level of our revenues and cash flows could decline materially.

WeNatural ~~may~~disasters acquire, develop or redevelop properties or acquire real estate related companies when we believe doing so is consistent with our business strategy. We may not succeed in (i) developing, redeveloping or acquiring real estate and ~~real estate related companies; (ii) completing these~~ ~~activities~~the oneffects ~~time~~of orclimate ~~within~~change ~~budget; and (iii) leasing or selling developed, redeveloped or acquired properties at amounts sufficient to cover our costs. Competition in these activities~~ could ~~also~~have ~~significantly~~a ~~increase~~concentrated ~~our~~impact ~~costs. Difficulties~~on inthe ~~integrating acquisitions may prove costly or time-consuming and~~areas ~~could divert management’s attention. Acquisitions or developments in new markets or industries~~ where we dooperate ~~not have the same level of market knowledge may result in weaker than anticipated performance. We may also abandon acquisition or development opportunities that we have begun pursuing~~ and ~~consequently~~ ~~fail~~could toadversely ~~recover~~impact ~~expenses~~our ~~already incurred~~results. ~~Furthermore, we may be exposed to the liabilities of properties or companies acquired, some of which we may not be aware of at the time of acquisition.~~

~~From~~Our ~~time~~investments toare ~~time~~concentrated wein ~~have~~the New York, ~~made~~Washington, ~~and~~DC, inChicago ~~the~~and ~~future~~San weFrancisco ~~may~~metropolitan ~~seek~~areas. Natural disasters, toincluding ~~make~~earthquakes, ~~one~~storms orand ~~more~~hurricanes, ~~material~~could impact our ~~acquisitions~~properties in these and other areas in which we operate. ~~The~~Potentially adverse ~~announcement~~consequences of ~~such~~“global awarming” ~~material~~could ~~acquisition~~similarly ~~may~~have ~~result~~an inimpact aon our ~~rapid~~properties. As ~~and~~a result, we could become subject to significant ~~decline~~losses and/or inrepair ~~the~~costs ~~price~~that ofmay ~~Vornado’s~~or ~~common~~may ~~shares~~not be fully covered by insurance and to the ~~value~~risk of business interruption. The incurrence of these losses, costs or business interruptions may adversely affect our ~~Class~~operating Aand ~~units~~financial results.

We are continuously looking at material transactions that we believe will maximize Vornado shareholder value. However, an announcement by Vornado of one or more significant acquisitions could result in a quick and significant decline in the price of Vornado’s common shares and the value of our Class A units. 13

ItWe May Acquire ~~may~~or beSell ~~difficult~~Assets toor ~~buy~~Entities or Develop Properties. Our Failure ~~and~~or ~~sell~~Inability ~~real~~to ~~estate~~Consummate ~~quickly,~~These ~~which~~Transactions ~~may~~or ~~limit~~Manage ~~our~~the ~~flexibility~~Results of These Transactions Could Adversely Affect Our Operations and Financial Results.

~~Real~~We ~~estate~~may ~~investments~~acquire, develop ~~are~~or ~~relatively~~redevelop ~~difficult to~~real ~~buy~~estate and ~~sell~~acquire ~~quickly.~~related ~~Consequently,~~companies weand ~~may~~this ~~have limited ability to vary our~~may ~~portfolio~~create ~~promptly in response to changes in economic or other conditions~~risks.

We may acquire, develop or redevelop properties or acquire real estate related companies when we believe doing so is consistent with our business strategy. We may not besucceed ~~permitted~~in to(i) ~~dispose~~developing, ofredeveloping or ~~certain~~acquiring ~~properties~~real estate and real estate related companies; (ii) completing these activities on time or ~~pay~~within ~~down~~budget; ~~the~~and ~~debt~~(iii) ~~associated~~leasing or selling ~~with~~developed, ~~those~~redeveloped ~~properties~~or ~~when~~acquired weproperties ~~might~~at ~~otherwise~~amounts ~~desire~~sufficient to docover soour costs. Competition ~~without~~in ~~incurring~~these activities could also significantly increase ~~additional~~our costs. In ~~addition,~~Difficulties ~~when~~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 ~~dispose~~do not have the same level of market knowledge may result in weaker than anticipated performance. We may also abandon acquisition or ~~sell~~development ~~assets,~~opportunities that we ~~may~~have ~~not~~begun pursuing and beconsequently ~~able~~fail to ~~reinvest~~recover expenses already incurred. Furthermore, we may be exposed to the ~~sales~~liabilities ~~proceeds~~of ~~and~~properties ~~earn~~or ~~similar~~companies ~~returns~~acquired, some of which we may not be aware of at the time of acquisition.

AsFrom ~~part~~time ofto antime ~~acquisition of a property, or a~~we ~~portfolio~~have ~~of properties~~made, ~~we may agree,~~ and in the ~~past~~future ~~have~~we ~~agreed,~~may ~~not~~seek to ~~dispose~~ ofmake, ~~the~~one ~~acquired properties~~ or ~~reduce~~more ~~the mortgage indebtedness for a~~material ~~long-term~~acquisitions. The ~~period,~~announcement ~~unless we pay certain~~ of ~~the~~such ~~resulting~~a ~~tax~~material ~~costs~~acquisition ofmay ~~the seller. These agreements could~~ result in usa ~~holding~~rapid ~~on to properties that we would otherwise sell~~ and ~~not~~significant ~~pay~~decline ~~down~~in orthe ~~refinance. In~~price ~~addition, when we dispose~~ of orVornado’s ~~sell~~common ~~assets,~~shares ~~we may not be able to reinvest~~ and the ~~sales~~value ~~proceeds and~~of ~~earn~~our ~~returns~~Class ~~similar~~A ~~to those generated by the assets that were sold~~units.

~~From time~~We toare ~~time~~continuously welooking ~~have~~at ~~made,~~material ~~and~~transactions inthat we ~~the~~believe ~~future~~will wemaximize ~~may~~Vornado ~~seek~~shareholder ~~to make~~value. However, ~~investments~~an inannouncement ~~companies~~by ~~over~~Vornado ~~which~~of weone door ~~not~~more ~~have~~significant ~~sole~~acquisitions ~~control.~~could ~~Some~~result ofin a ~~these~~quick ~~companies operate~~and significant decline in ~~industries~~the ~~with~~price ~~different~~of ~~risks~~Vornado’s ~~than~~common ~~investing~~shares and ~~operating real~~the ~~estate~~value of our Class A units.

~~From~~It ~~time to time we have made, and in the future we~~ may ~~seek~~be todifficult ~~make, investments in companies that we may not control, including, but not limited~~ to~~, Alexander’s, Inc.~~ ~~(“Alexander’s”), Toys~~buy ~~“R” Us (“Toys”), Lexington Realty Trust (“Lexington”),~~ and ~~other equity~~ ~~and~~sell ~~mezzanine investments. Although these businesses generally have a significant~~ real estate ~~component~~quickly, some of them operate in businesses that are different from investing and operating real estate, including operating or managing toy stores. Consequently, we are subject to operating and financial risks of those industries and to the risks associated with lack of control, such as having differing objectives than our partners or the entities in which we invest, or becoming involved in disputes, or competing directly or indirectly with these partners or entities. In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may ~~adversely~~ ~~affect~~limit ~~us.~~our flexibility.

WeReal estate investments are relatively difficult to buy ~~subject~~and sell quickly. Consequently, we may have limited ability to ~~risks~~vary ~~that~~our portfolio ~~affect~~promptly ~~the~~in ~~general~~response ~~and~~to ~~New~~changes ~~York~~in ~~City~~economic ~~retail~~or ~~environments~~other conditions.

~~Certain~~We ofmay ~~our~~not ~~properties are Manhattan street~~be ~~retail~~permitted ~~properties. As~~to ~~such,~~dispose ~~these~~of certain properties ~~are~~or ~~affected~~pay bydown the ~~general~~debt ~~and~~associated ~~New~~with ~~York~~those ~~City~~properties ~~retail~~when ~~environments,~~we ~~including~~might ~~the~~otherwise ~~level~~desire ofto ~~consumer~~do ~~spending~~so ~~and consumer~~without ~~confidence, the threat of terrorism and increasing competition from~~incurring ~~retailers,~~additional ~~outlet malls, retail websites and catalog companies~~costs. ~~These~~In ~~factors could~~addition, ~~adversely~~when ~~affect~~we ~~the~~dispose ~~financial condition~~ of ~~our~~or ~~retail~~sell ~~tenants~~assets, ~~and~~we ~~the~~may ~~willingness~~not ofbe ~~retailers~~able to ~~lease~~reinvest ~~space~~the insales ~~our~~proceeds ~~retail locations,~~ and inearn ~~turn,~~similar ~~adversely affect us~~returns.

12As part of an acquisition of a property, or a portfolio of properties, we may agree, and in the past have agreed, not to dispose of the acquired properties or reduce the mortgage indebtedness for a long-term period, 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. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn returns similar to those generated by the assets that were sold.

~~Our~~From ~~investment~~time into ~~Toys~~time ~~has~~we have made, and in the ~~past~~future ~~and~~ we may inseek ~~the~~to ~~future~~make, ~~result~~investments in ~~increased~~companies ~~seasonality~~over which ~~and~~we ~~volatility~~do not have sole control. Some of these companies operate in ~~our~~industries ~~reported~~with ~~earnings~~different risks than investing and operating real estate.

WeFrom ~~carry~~time ~~our~~to ~~Toys~~time ~~investment~~we athave ~~zero. As~~made, aand ~~result,~~in the future we may noseek ~~longer~~to ~~record~~make, ~~our~~investments ~~equity~~ in ~~Toys'~~companies ~~income~~that orwe ~~loss. Because~~may ~~Toys~~not control, including, but isnot alimited ~~retailer~~to, Alexander’s, Inc. ~~its~~(“Alexander’s”), ~~operations~~Toys ~~subject~~“R” usUs, toInc. (“Toys”), ~~the~~Lexington ~~risks~~Realty ofTrust a(“Lexington”), ~~retail~~Urban ~~company~~Edge ~~that~~Properties (“UE”), ~~are~~Pennsylvania ~~different~~Real ~~than~~Estate ~~those~~Investment ~~presented~~Trust by(“PREIT”), ~~our~~and other ~~lines~~equity ofand ~~business~~loan investments. ~~The~~Although ~~business~~these businesses generally have a significant real estate component, some of ~~Toys~~them isoperate ~~highly~~in ~~seasonal~~businesses that are different from investing and ~~substantially~~operating ~~all~~real ofestate, ~~Toys~~including ~~net~~operating ~~income~~or ismanaging toy stores. ~~generated~~Consequently, inwe ~~its~~are ~~fourth~~subject ~~quarter. It~~to isoperating ~~possible~~and ~~that~~financial risks of those industries and to the ~~value~~risks associated with lack of ~~Toys~~control, ~~may~~such as having ~~increase~~differing ~~and~~objectives wethan ~~could~~our ~~again~~partners ~~resume~~or ~~recording~~the ~~our~~entities ~~equity~~in which we invest, or becoming involved in ~~Toys'~~disputes, ~~income~~or competing directly or indirectly with these ~~loss~~partners or entities. In addition, ~~which~~we ~~would~~rely ~~increase~~on the ~~seasonality~~internal controls and financial ~~volatility~~reporting controls of ~~our~~these ~~reported~~entities and their failure to maintain ~~earnings~~effectiveness or comply with applicable standards may adversely affect us.

~~Our~~We ~~decision~~are tosubject ~~dispose of real estate~~to ~~assets~~risks ~~would~~that ~~change~~affect the ~~holding~~general ~~period assumption in our valuation analyses, which could result in material impairment losses~~ and ~~adversely~~New ~~affect~~York ~~our financial~~City ~~results~~retail environments.

WeCertain ~~evaluate real~~of ~~estate~~our ~~assets~~properties ~~for~~are ~~impairment~~Manhattan ~~based~~street ~~on the projected cash flow of the asset~~retail ~~over~~properties. As ~~our~~such, ~~anticipated~~these ~~holding~~properties ~~period. If~~are weaffected ~~change~~by ~~our~~the ~~intended~~general ~~holding~~and ~~period,~~New ~~due~~York toCity ~~our~~retail ~~intention~~environments, toincluding ~~sell~~the orlevel ~~otherwise dispose~~ of anconsumer ~~asset,~~spending ~~then under~~and ~~accounting~~consumer ~~principles~~confidence, ~~generally~~the ~~accepted~~threat inof ~~the~~terrorism ~~United~~and ~~States~~increasing ofcompetition ~~America~~from retailers, ~~we must~~outlet ~~reevaluate~~malls, ~~whether~~retail ~~that~~websites ~~asset~~and iscatalog ~~impaired~~companies. ~~Depending on the carrying~~These ~~value~~factors ofcould ~~the~~adversely ~~property~~affect at the ~~time~~financial wecondition ~~change~~of our ~~intention~~retail ~~and~~tenants and the ~~amount~~willingness ~~that we~~of ~~estimate~~retailers weto ~~would~~lease ~~receive~~space onin ~~disposal,~~our weretail ~~may~~locations, ~~record~~and ~~an impairment loss that~~in ~~would~~turn, adversely affect ~~our financial results~~us. ~~This loss could be material to our results of operations in the period that it is recognized.~~

~~We invest in marketable equity securities. The value of these investments may decline as a result of operating performance or economic or market conditions.~~ 14

WeOur ~~invest~~investment in ~~marketable equity securities of~~Toys ~~publicly-traded~~has ~~companies,~~in ~~such~~the aspast ~~Lexington~~and ~~Realty~~may ~~Trust. As of December 31, 2014, our marketable securities have an aggregate carrying amount of $206,323,000, at market. Significant declines~~ in the ~~value~~future ofresult ~~these~~in ~~investments~~increased ~~due~~seasonality ~~to, among~~and ~~other~~volatility ~~reasons, operating performance or economic or market conditions, may result~~ in ~~the~~our ~~recognition~~reported ~~of impairment losses which could be material~~earnings.

~~VORNADO’S~~We ~~Organizational~~carry our ~~and~~Toys ~~Financial~~investment ~~Structure~~at ~~Gives~~zero. As ~~Rise~~a result, we no longer record our equity in Toys' income or loss. Because Toys is a retailer, its operations subject us to the risks of a retail company that are different than those ~~Operational~~presented by our other lines of business. The business of Toys is highly seasonal and ~~Financial~~substantially ~~Risks~~all of Toys net income is generated in its fourth quarter. It is possible that the value of Toys may increase and we could again resume recording our equity in Toys' income or loss, which would increase the seasonality and volatility of our reported earnings.

WeOur ~~may not~~decision beto dispose ~~able~~of toreal estate assets would change the holding period assumption in our ~~obtain~~valuation ~~capital~~analyses, towhich ~~make~~could ~~investments~~result in material impairment losses and adversely affect our financial results.

We ~~depend~~evaluate ~~primarily on external financing to fund~~real ~~the~~estate ~~growth~~assets offor ~~our~~impairment ~~business.~~based ~~This~~on isthe ~~because~~projected ~~one~~cash flow of the ~~requirements~~asset ~~of the~~over ~~Internal~~our ~~Revenue~~anticipated ~~Code~~holding ofperiod. If ~~1986,~~we aschange ~~amended,~~our ~~for~~intended aholding ~~REIT~~period, ~~like Vornado, is that it~~ ~~distributes~~due ~~90%~~to ofour ~~its~~intention ~~taxable~~to ~~income,~~sell ~~excluding~~or ~~net~~otherwise ~~capital~~dispose ~~gains,~~of toan ~~its shareholders. This~~asset, inthen ~~turn, requires us to make distributions to our~~under ~~unitholders. There~~accounting isprinciples agenerally ~~separate~~accepted ~~requirement~~in tothe ~~distribute~~United ~~net~~States ~~capital~~of ~~gains~~America, we ormust ~~pay~~reevaluate awhether ~~corporate~~that ~~level~~asset ~~tax~~is ~~in lieu thereof~~impaired. Depending ~~Our~~on ~~access~~the ~~to debt or equity~~carrying ~~financing~~value ~~depends~~of on the ~~willingness~~property ofat ~~third~~the ~~parties~~time towe ~~lend~~change orour ~~make~~intention ~~equity investments~~ and ~~on conditions in~~ the ~~capital~~amount ~~markets~~that ~~generally. Although~~ we ~~believe~~estimate ~~that~~ we ~~will~~would bereceive ~~able~~on todisposal, ~~finance any investments~~ we may ~~wish~~record toan ~~make~~impairment ~~in the~~loss ~~foreseeable future, there can be no assurance~~ that ~~new financing will be~~ ~~available~~would oradversely ~~available~~affect onour ~~acceptable~~financial ~~terms~~results. ~~For~~ ~~information~~This ~~about~~loss ~~our available~~could ~~sources~~be ofmaterial ~~funds,~~to ~~see “Management’s Discussion and Analysis of~~our ~~Financial~~results ~~Condition and Results~~ of ~~Operations~~operations —in ~~Liquidity and Capital Resources” and~~ the ~~notes~~period tothat ~~the~~it ~~consolidated~~is ~~financial statements in this Annual Report on Form 10-K~~recognized.

We ~~depend~~ oninvest ~~dividends~~in marketable ~~and~~equity ~~distributions from our direct and indirect subsidiaries~~securities. The ~~creditors~~value ~~and preferred security holders~~ of these ~~subsidiaries~~ ~~are~~investments ~~entitled~~may ~~to amounts payable to them by the subsidiaries before~~decline ~~the~~as ~~subsidiaries~~a ~~may~~result ~~pay~~of ~~any~~operating ~~dividends~~performance or ~~distributions~~economic toor usmarket conditions.

~~Our~~We ~~cash~~invest ~~flow~~in ismarketable ~~dependent~~equity onsecurities ~~cash distributions~~of topublicly-traded uscompanies, bysuch ~~our~~as ~~subsidiaries.~~Lexington ~~The~~Realty ~~creditors~~Trust. As of ~~each~~December 31, of2015, our ~~direct~~marketable ~~and~~securities ~~indirect subsidiaries~~have ~~are~~an ~~entitled~~aggregate tocarrying ~~payment~~amount of ~~that subsidiary’s obligations to them,~~ ~~when due and payable~~$150,997,000, ~~before~~at ~~distributions~~market. Significant ~~may~~declines bein ~~made~~the byvalue ~~that~~of ~~subsidiary to~~these ~~its~~investments ~~equity~~due ~~holders. Thus~~to, ~~our~~among ~~ability~~other toreasons, ~~make~~operating ~~distributions~~performance toor ~~holders~~economic ~~of our~~or ~~units~~market ~~depends~~conditions, onmay ~~our~~result ~~subsidiaries’~~in ~~ability~~the ~~first~~recognition toof ~~satisfy~~impairment ~~their~~losses ~~obligations~~which tocould ~~their~~be ~~creditors and then to make distributions to us~~material.

~~Furthermore,~~VORNADO’S ~~holders~~Organizational ofand ~~our~~Financial ~~preferred~~Structure ~~units are entitled to receive~~Gives ~~preferred~~Rise ~~distributions before payment of distributions~~ to ~~our~~Operational Class A unitholders. 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~~Financial ~~security holders, are satisfied~~Risks.

13We may not be able to obtain capital to make investments.

We ~~have~~depend primarily on external financing to fund the ~~outstanding~~growth ~~debt,~~of ~~and~~our business. This is because one of the ~~amount~~requirements of ~~debt~~the ~~and~~Internal Revenue Code of 1986, as amended, for a REIT, like Vornado, is that it distributes 90% of its ~~cost~~taxable ~~may~~income, ~~increase~~excluding net capital gains, to its shareholders. This, in turn, requires us to make distributions to our unitholders. 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. Although we ~~refinancing~~believe that we will be able to finance any investments we may ~~not~~wish to make in the foreseeable future, there can be no assurance that new financing will be available or 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.

We ~~rely~~depend on ~~both secured and unsecured, variable~~dividends ~~rate~~ and ~~non-variable~~distributions ~~rate~~from ~~debt~~our todirect ~~finance acquisitions~~ and ~~development activities~~indirect ~~and for working capital~~subsidiaries. IfThe wecreditors ~~are unable to obtain debt financing or refinance existing indebtedness upon maturity, our financial condition~~ and ~~results~~preferred ofsecurity ~~operations~~holders ~~would likely be adversely affected. In addition, the cost~~ of ~~our~~these ~~existing~~subsidiaries ~~debt~~are ~~may~~entitled ~~increase,~~to ~~especially~~amounts ~~in the case of a rising~~payable ~~interest rate environment, and we may not be able~~ to ~~refinance~~them ~~our~~by ~~existing debt~~the insubsidiaries ~~sufficient~~before ~~amounts or on acceptable terms. If~~ the ~~cost~~subsidiaries ormay ~~amount~~pay ~~of our~~any ~~indebtedness~~dividends ~~increases~~ or ~~we cannot refinance our debt in sufficient~~ ~~amounts~~distributions orto ~~on acceptable terms, we are at risk of credit ratings downgrades and default on our obligations that could adversely affect our financial condition and results of operations~~us.

~~Covenants in~~Our cash flow is dependent on cash distributions to us by our ~~debt~~subsidiaries. ~~instruments~~The ~~could~~creditors ~~adversely~~of ~~affect~~each of our ~~financial~~direct ~~condition~~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 ~~acquisitions~~on our subsidiaries’ ability first to satisfy their obligations to their creditors and ~~development~~then ~~activities~~to make distributions to us.

~~The mortgages on our properties contain customary covenants such as those that limit our ability~~Furthermore, ~~without~~ the ~~prior~~holders ~~consent~~ of ~~the~~ ~~lender,~~our topreferred ~~further~~units ~~mortgage~~are entitled ~~the applicable property or~~ to ~~discontinue insurance~~receive ~~coverage.~~preferred ~~Our~~distributions ~~unsecured~~before ~~indebtedness~~payment ~~and~~of ~~debt~~distributions ~~that we may obtain in~~to ~~the~~our ~~future~~Class ~~may~~A ~~contain~~unitholders. ~~customary~~In ~~restrictions~~addition, ~~requirements and other limitations on~~ our ~~ability~~participation toin ~~incur~~any ~~indebtedness,~~distribution ~~including covenants that~~of ~~limit our ability to incur debt based upon~~ the ~~level~~assets of ~~our~~any ~~ratio~~ of ~~total debt to total assets,~~ our ~~ratio~~direct ofor ~~secured~~indirect ~~debt~~subsidiaries toupon ~~total~~the ~~assets~~liquidation, ~~our ratio of EBITDA~~ toreorganization ~~interest~~or ~~expense~~insolvency, ~~and fixed charges, and that require us to maintain a certain level of unencumbered assets to unsecured debt. Our ability to borrow~~ is ~~subject~~only toafter ~~compliance with these and other covenants. In addition, failure to comply with our covenants could cause a default under~~ the ~~applicable~~claims ~~debt instrument, and we may then be required to repay such debt with capital from other sources or give possession~~ of ~~a secured property to~~ the ~~lender. Under~~creditors, ~~those~~including ~~circumstances,~~trade ~~other~~creditors ~~sources~~and ofpreferred ~~capital~~security ~~may not be available to us~~holders, orare ~~may be available only on unattractive terms~~satisfied.

~~Vornado may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.~~15

~~Although~~We wehave ~~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~~substantial soamount ~~qualified. Qualifications are governed by highly technical and complex provisions~~ of ~~the~~indebtedness ~~Internal Revenue Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances~~ that ~~are~~could ~~not~~affect ~~entirely within~~ our ~~control. In~~future addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIToperations. ~~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 could not deduct distributions to its shareholders in computing its taxable income and would have to pay federal income tax on its taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If Vornado had to pay federal income tax, the amount of money available to distribute to its shareholders and pay its indebtedness would be reduced for the year or years involved, and Vornado would no longer be required to make distributions to shareholders. In addition, Vornado would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless Vornado was entitled to relief under the relevant statutory provisions.

As of December 31, 2015, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and deferred financing costs, net, totaled $11.2 billion. We ~~face~~are subject to the risks ~~possible~~normally ~~adverse~~associated ~~changes~~with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our debt service costs generally will not be reduced if developments at the property, such as the entry of new competitors or the loss of major tenants, cause a reduction in ~~tax~~the ~~laws~~income from the property. Should such events occur, ~~which~~our operations may ~~result~~be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in ana ~~increase~~loss of income and a decline in our ~~tax~~ ~~liability~~total asset value.

~~From~~We ~~time~~have ~~to time changes in state and local tax~~outstanding ~~laws or regulations are enacted~~debt, ~~which~~and ~~may~~the ~~result~~amount inof andebt ~~increase in our tax liability. The shortfall in tax revenues for states~~ and ~~municipalities~~its ~~in recent~~cost ~~years~~ may ~~lead to an~~ increase ~~in the frequency~~ and ~~size~~refinancing ~~of such changes. If such changes occur, we~~ may not be ~~required~~available ~~to pay additional taxes~~ on ~~our~~acceptable ~~assets or income~~terms. ~~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~~We ofrely on both secured and unsecured, variable rate and ~~Vornado’s~~non-variable ~~key~~rate ~~personnel~~debt ~~could~~to ~~harm~~finance acquisitions and development activities and for working capital. If we are unable to obtain debt financing or refinance existing indebtedness upon maturity, our ~~operations~~financial condition and results of operations would likely be adversely ~~affect~~affected. In addition, the cost of ~~value~~our existing debt may increase, especially in the case of ~~Vornado’s~~a ~~common~~rising ~~shares~~interest rate environment, and we may not be able to refinance our ~~Class~~existing Adebt ~~units~~in sufficient amounts or on acceptable terms. If the cost or amount of our indebtedness increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of credit ratings downgrades and default on our obligations that could adversely affect our financial condition and results of operations.

WeCovenants ~~are~~in ~~dependent~~our ~~on the efforts of Steven Roth,~~debt ~~the~~instruments ~~Chairman of Vornado’s Board of Trustees and its Chief Executive Officer. While we believe that we~~ could ~~find~~adversely aaffect ~~replacement~~our ~~for~~financial ~~him~~condition and ~~other key personnel, the loss of their services could harm~~ our ~~operations and adversely~~acquisitions ~~affect the value of Vornado’s common shares~~ and ~~our~~development ~~Class A units~~activities.

14The 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 indebtedness and debt that we may obtain in the future may 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 is subject to compliance with these 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 or give possession of a secured property to the lender. Under those circumstances, other sources of capital may not be available to us, or may be available only on unattractive terms.

~~Vornado’s~~A ~~charter~~downgrade ~~documents~~in ~~and~~our ~~applicable~~credit ~~law may hinder~~ratings ~~any~~could ~~attempt~~materially toadversely ~~acquire~~affect ~~it or us because vornado is~~ our ~~sole~~business ~~general~~and ~~partner~~financial condition.

~~Vornado’s~~Our ~~Amended~~credit rating and the credit ratings assigned to our ~~Restated~~debt ~~Declaration~~securities and our preferred shares could change based upon, among other things, our results of ~~Trust~~operations (and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and any rating could be changed or withdrawn by a rating agency in the ~~“declaration~~future if, in its judgment, circumstances warrant such action. Moreover, these credit ratings are not recommendations to buy, sell or hold our common shares or any other securities. If any of ~~trust~~the credit rating agencies that have rated our securities downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a “watch list”) ~~sets~~for ~~limits~~a possible downgrading or lowering, or otherwise indicates that its outlook for that rating is negative, such action could have a material adverse effect on ~~the~~our costs and availability ~~ownership~~of funding, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the trading price of Vornado’s securities, ~~shares~~the redemption price of our units and our ability to satisfy our debt service obligations and to pay distributions to our security holders.

Generally, for Vornado 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 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. 16

~~The~~Vornado ~~Maryland~~may ~~General~~fail ~~Corporation~~to ~~Law~~qualify ~~(the~~or ~~“MGCL”)~~remain ~~contains~~qualified ~~provisions~~as ~~that~~a REIT and may ~~reduce~~be ~~the~~required ~~likelihood~~to ofpay ~~certain~~income ~~takeover~~taxes at corporate ~~transactions~~rates.

~~The~~Although ~~MGCL~~we ~~imposes conditions~~believe that Vornado will remain organized and ~~restrictions~~will oncontinue ~~certain~~to ~~“business~~operate ~~combinations”~~so ~~(including, among~~as ~~other~~to ~~transactions,~~qualify as a ~~merger,~~REIT ~~consolidation,~~for ~~share~~federal ~~exchange,~~income ortax purposes, ~~in certain~~Vornado ~~circumstances,~~may anfail ~~asset~~to ~~transfer~~remain orso ~~issuance~~qualified. ofQualifications ~~equity~~are ~~securities)~~governed ~~between~~by ahighly ~~Maryland~~technical ~~REIT~~ and ~~certain~~complex ~~persons~~provisions ~~who~~of ~~beneficially~~the ~~own~~Internal atRevenue ~~least~~Code ~~10%~~for ofwhich ~~the~~there ~~corporation’s~~are ~~stock~~only ~~(an~~limited ~~“interested~~judicial ~~shareholder”).~~or ~~Unless~~administrative ~~approved~~interpretations inand ~~advance~~depend byon ~~the~~various ~~board~~facts ofand ~~trustees~~circumstances ofthat ~~the~~are ~~trust,~~not orentirely ~~otherwise~~within ~~exempted~~our control. byIn ~~the statute~~addition, ~~such~~legislation, anew ~~business~~regulations, ~~combination~~administrative interpretations isor ~~prohibited~~court ~~for~~decisions amay ~~period~~significantly ofchange ~~five~~the ~~years~~relevant tax ~~after~~laws and/or the ~~most~~federal ~~recent~~income ~~date~~tax onconsequences ~~which~~of ~~the~~qualifying ~~interested~~as ~~shareholder~~a ~~became~~REIT. anIf, ~~interested~~with ~~shareholder. After~~respect ~~such~~to ~~five-year~~any ~~period~~taxable year, aVornado ~~business~~fails ~~combination~~to ~~with~~maintain its qualification as ana ~~interested~~REIT ~~shareholder~~and ~~must~~does ~~be:~~not ~~(a)~~qualify ~~recommended~~under bystatutory ~~the~~relief ~~board~~provisions, ofVornado ~~trustees~~could ofnot ~~the~~deduct ~~trust,~~distributions to its shareholders in computing its taxable income and would ~~(b)~~have ~~approved~~to bypay ~~the~~federal ~~affirmative~~income ~~vote~~tax ofon its taxable income at ~~least~~regular ~~(i)~~corporate rates. ~~80%~~The offederal ~~the~~income tax payable would include any applicable alternative ~~trust’s~~minimum ~~outstanding~~tax. ~~shares~~If ~~entitled~~Vornado had to ~~vote~~pay ~~and~~federal ~~(ii)~~income ~~two-thirds~~tax, of the ~~trust’s~~amount of money ~~outstanding~~available ~~shares~~to ~~entitled~~distribute to ~~vote~~its ~~which~~shareholders ~~are~~and ~~not~~to ~~held~~our byunitholders and to pay its indebtedness would be reduced for the ~~interested~~year or years ~~shareholder~~involved, ~~with~~and ~~whom~~Vornado ~~the~~would ~~business~~not ~~combination~~be isrequired to bemake ~~effected,~~distributions ~~unless,~~to ~~among~~its ~~other~~shareholders ~~things,~~in ~~the~~that ~~trust’s~~taxable ~~common~~year ~~shareholders~~and ~~receive~~in afuture ~~“fair~~years ~~price”~~until it ~~(as defined~~was byable ~~the~~to qualify ~~statute)~~as ~~for~~a ~~their~~REIT. In ~~shares~~addition, ~~and~~Vornado ~~the~~would ~~consideration~~also isbe ~~received~~disqualified infrom ~~cash~~treatment oras ina ~~the~~REIT ~~same~~for ~~form~~the asfour ~~previously~~taxable ~~paid~~years byfollowing the ~~interested~~year ~~shareholder~~during ~~for~~which ~~his~~qualification orwas ~~her~~lost, ~~shares~~unless Vornado was entitled to relief under the relevant statutory provisions.

InWe ~~approving~~face ~~a transaction, Vornado’s Board may~~possible ~~provide~~adverse ~~that~~changes 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 Vornado and any trustee or officer of Vornado or its affiliates. As a result, any trustee or officer of Vornado or its affiliates may be able to enter into business combinations with Vornado that may not be in ~~the~~tax ~~best interest of Vornado’s shareholders and our unitholders. With respect to business combinations with other persons~~laws, ~~the~~which ~~business combination provisions of the MGCL~~ may ~~have~~result ~~the effect of delaying, deferring or preventing a change~~ in ~~control~~an ofincrease ~~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~~tax ~~combination statute may discourage others from trying to acquire control of Vornado and increase the difficulty of consummating any offer~~liability.

~~Vornado~~From ~~has~~time ato ~~classified~~time ~~Board~~changes ofin ~~Trustees~~state and ~~that~~local tax laws or regulations are enacted, which may result in an increase in our tax liability. ~~reduce~~The shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the ~~likelihood~~frequency and size of ~~certain~~such ~~takeover~~changes. ~~transactions~~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 Vornado’s ~~Board of Trustees is divided into three~~key ~~classes~~personnel ofcould ~~trustees.~~harm ~~Trustees~~our ofoperations ~~each~~and ~~class~~adversely ~~are~~affect ~~chosen for three-year staggered terms. Staggered terms of trustees may reduce~~ the ~~possibility~~value of ~~a tender offer or an attempt to change control of~~ Vornado~~, even though a tender offer or~~’s ~~change~~common inshares ~~control~~and ~~might~~our beClass inA ~~the best interest of Vornado’s shareholders or our unitholders~~units.

We are dependent on the efforts of Steven Roth, the Chairman of Vornado’s ~~may~~Board ~~issue~~of ~~additional~~Trustees and its Chief Executive Officer. ~~shares~~While inwe believe that we could find a ~~manner~~replacement ~~that~~for him and other key personnel, the loss of their services could ~~adversely~~harm our operations and adversely affect the ~~likelihood~~value of ~~certain takeover~~Vornado’s ~~transactions.~~common shares and our Class A units.

Vornado’s ~~declaration~~charter ofdocuments ~~trust~~and ~~authorizes~~applicable ~~its Board~~law ofmay ~~Trustees~~hinder any attempt to: acquire IT OR US BECAUSE VORNADO IS OUR SOLE GENERAL PARTNER.

~~· cause~~ Vornado’s toAmended ~~issue~~and ~~additional~~Restated Declaration ~~authorized~~of ~~but~~Trust ~~unissued~~(the ~~common~~“declaration ~~shares~~of ortrust”) ~~preferred~~sets limits on the ownership of Vornado’s shares;.

~~· classify~~Generally, for Vornado to maintain its qualification as a orREIT ~~reclassify~~under the Internal Revenue Code, not more than 50% in ~~one~~value of the outstanding shares of beneficial interest of Vornado may be owned, directly or indirectly, ~~more~~by ~~series~~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 declaration of trust, as amended, no person may own more than 6.7% of the outstanding common shares of any ~~unissued~~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.

~~· set~~The Maryland General ~~the~~Corporation ~~preferences,~~Law ~~rights~~(the ~~and~~“MGCL”) ~~other~~contains ~~terms~~provisions ofthat ~~any~~may ~~classified~~reduce orthe ~~reclassified~~likelihood ~~shares~~of ~~that~~certain ~~Vornado~~takeover ~~issues;~~transactions. ~~and~~

~~· increase~~The MGCL imposes conditions and restrictions on certain “business combinations” (including, among other transactions, a merger, ~~without~~consolidation, ~~Vornado~~share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities) between a Maryland REIT and certain persons who beneficially own at least 10% of the corporation’s stock (an “interested shareholder”). ~~approval~~Unless approved in advance by the board of trustees of the trust, or otherwise exempted by the ~~number~~statute, such a business combination is prohibited for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. After such five-year period, a business combination with an interested shareholder must be: (a) recommended by the board of trustees of the trust, and (b) approved by the affirmative vote of at least (i) 80% of the trust’s outstanding shares entitled to vote and (ii) two-thirds of ~~beneficial~~the trust’s outstanding shares entitled to vote which are not held ~~interest~~by ~~that~~the ~~Vornado~~interested ~~may~~shareholder ~~issue~~with whom the business combination is to be effected, unless, among other things, the trust’s common shareholders receive a “fair price” (as defined by the statute) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for his or her shares.

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, and therefore of us, or other transaction that might involve a premium price or otherwise be in the best interest of Vornado’s shareholders or our unitholders, although Vornado’s 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.17

15In approving a transaction, Vornado’s 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 Vornado and any trustee or officer of Vornado or its affiliates. As a result, any trustee or officer of Vornado or its 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~~Vornado ~~change~~has ~~our~~a ~~policies~~classified ~~without~~Board ~~obtaining~~of Trustees and that may reduce the ~~approval~~likelihood of ~~our~~certain ~~unitholders~~takeover transactions.

~~Our~~Vornado’s ~~operating~~Board ~~and~~of ~~financial~~Trustees ~~policies,~~is ~~including our~~divided ~~policies~~into ~~with~~three ~~respect~~classes of totrustees. ~~acquisitions~~Trustees of ~~real~~each ~~estate~~class orare ~~other~~chosen ~~companies,~~for three-year staggered terms. ~~growth,~~Staggered ~~operations,~~terms ~~indebtedness,~~of ~~capitalization~~trustees ~~and~~may ~~distributions,~~reduce ~~are~~the possibility of a tender offer or an ~~exclusively~~attempt ~~determined~~to bychange control of Vornado’s, ~~Board~~even ofthough ~~Trustees.~~a ~~Accordingly,~~tender ~~our unitholders~~offer door ~~not~~change in control ~~these~~might ~~policies~~be in the best interest of Vornado’s shareholders or our unitholders.

~~Our~~Vornado ~~Ownership~~may issue ~~Structure~~additional ~~and~~shares ~~Related-Party~~in ~~Transactions~~a ~~May Give~~manner ~~Rise~~that tocould ~~Conflicts~~adversely affect the likelihood of ~~Interest~~certain takeover transactions.

~~Steven Roth and Interstate Properties may exercise substantial influence over us. They and some of~~ Vornado’s ~~other~~declaration ~~trustees~~of ~~and~~trust ~~officers~~authorizes ~~have~~its ~~interests~~Board ~~or positions~~of inTrustees ~~other entities that may compete with us.~~to:

As· cause ofVornado ~~December~~to ~~31, 2014, Interstate Properties, a~~issue ~~New~~additional ~~Jersey~~authorized ~~general~~but ~~partnership,~~unissued ~~and its partners owned an aggregate of approximately 6.6% of the~~ common shares ofor ~~Vornado~~preferred and 26.3% of the common stock of Alexander’s Inc. (NYSE: ALX) (“Alexander’s”), which is described below. 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, 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 and also directors of Alexander’s. shares;

~~Because~~· classify of these overlapping interests, Mr. Roth and Interstate Properties and its partners may have substantial influence over Vornado, and therefore over us, and on the outcome of any matters submitted to Vornado’s shareholders for approval. In addition, certain decisions concerning our operations or ~~financial structure may present~~ ~~conflicts of interest among Messrs. Roth~~reclassify, ~~Mandelbaum~~in ~~and~~one ~~Wight and Interstate Properties and our other equity~~ or ~~debt~~more ~~holders. In addition~~series, ~~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~~unissued ~~advantage~~preferred 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.shares;

We· set ~~manage and lease~~ the ~~real estate assets of~~preferences, ~~Interstate~~rights ~~Properties~~and ~~under~~other aterms ~~management agreement for which we receive an annual fee equal to 4%~~ of ~~base~~any ~~rent~~classified ~~and~~or ~~percentage~~reclassified ~~rent. See~~shares ~~the~~that ~~related party~~Vornado ~~disclosures~~issues; ~~in the notes to the consolidated financial statements in this Annual Report on Form 10-K for additional information.~~ and

~~There~~· increase, ~~may~~without Vornado’s beshareholder ~~conflicts~~approval, the number of ~~interest~~ ~~between~~shares ~~Alexander’s~~of ~~and~~beneficial usinterest that Vornado may issue.

AsVornado’s Board of ~~December~~Trustees ~~31,~~could ~~2014,~~establish wea ~~owned~~series ~~32.4%~~ of ~~the~~ ~~outstanding~~preferred ~~common~~shares ~~stock~~whose ofterms ~~Alexander’s.~~could ~~Alexander’s~~delay, isdeter aor ~~REIT~~prevent ~~that~~a ~~has~~change ~~six properties, which are located~~ in ~~the~~control of ~~greater~~Vornado, ~~New~~and ~~York~~therefore ~~metropolitan~~of ~~area. In addition~~us, toor ~~the~~other ~~2.1%~~transaction that ~~they~~might ~~indirectly~~involve ~~own through Vornado, Interstate~~a ~~Properties,~~premium ~~which~~price isor ~~described~~otherwise ~~above,~~be ~~and~~in ~~its partners owned 26.3% of~~ the ~~outstanding~~ ~~common~~best ~~stock~~interest of ~~Alexander~~Vornado’s asshareholders ofor our ~~December 31~~unitholders, ~~2014.~~although ~~Mr. Roth is~~Vornado’s ~~the~~Board ~~Chairman~~ of ~~the~~Trustees ~~Board~~does ~~and~~not ~~Chief~~now ~~Executive~~intend ~~Office of Vornado, the~~to ~~Managing~~establish ~~General~~a ~~Partner~~series of ~~Interstate~~preferred ~~Properties,~~shares ~~and the Chairman~~ of ~~the Board~~this ~~and~~kind. ~~Chief Executive Officer of Alexander~~Vornado’s~~. Messrs. Wight~~ ~~and Mandelbaum~~declaration ~~are trustees~~ of trust ~~Vornado~~ and ~~also~~bylaws ~~directors~~contain ofother ~~Alexander’s~~provisions ~~and general~~that ~~partners~~may ofdelay, ~~Interstate~~deter ~~Properties. Dr.~~or ~~Richard~~prevent ~~West is~~ a ~~trustee of~~ ~~Vornado~~change ~~and~~in acontrol ~~director~~ of ~~Alexander’s. In~~Vornado ~~addition,~~or ~~Joseph~~other ~~Macnow,~~transaction ~~our Executive~~that ~~Vice~~might ~~President~~involve –a ~~Finance~~premium price ~~and~~or ~~Chief~~otherwise ~~Administrative~~be ~~Officer,~~in is the ~~Executive~~ ~~Vice~~best ~~President~~interest ~~and Chief Financial Officer~~ of ~~Alexander~~Vornado’s, ~~and Stephen~~shareholders W.or ~~Theriot,~~ our ~~Chief Financial Officer, is the Assistant Treasurer of~~ ~~Alexander’s~~unitholders.

We ~~manage,~~may ~~develop~~change ~~and lease Alexander’s~~our ~~properties~~policies ~~under~~without ~~management~~obtaining ~~and development agreements and leasing agreements under which we receive annual fees from Alexander’s. See~~ the ~~related~~approval ~~party disclosures~~of inour ~~the notes to the consolidated financial statements in this Annual Report on Form 10-K for additional information~~unitholders.

16Our 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.

~~The~~Our ~~Number~~Ownership ofStructure ~~Shares of Vornado Realty Trust~~ and ~~the~~Related-Party ~~Market~~Transactions ~~for Those Shares~~ May Give Rise to ~~Various~~Conflicts ~~Risks~~of Interest.

~~The~~Steven ~~trading~~Roth ~~price~~and Interstate ofProperties may exercise substantial influence over us. They and some of Vornado’s ~~common~~other ~~shares~~trustees ~~has~~and ~~been~~officers ~~volatile~~have ~~and~~interests or positions in other entities that may ~~fluctuate~~compete with us.

~~The~~As ~~trading~~of ~~price~~December of31, ~~Vornado’s~~2015, ~~common~~Interstate ~~shares~~Properties, ~~has~~a New ~~been~~Jersey ~~volatile~~general partnership, and ~~may~~its ~~continue~~partners toowned ~~fluctuate~~an ~~widely~~aggregate asof aapproximately 7.1% ~~result~~of the common shares of aVornado ~~number~~and 26.3% of the common stock of ~~factors~~Alexander’s, ~~many~~Inc. of(NYSE: ~~which~~ALX) ~~are~~(“Alexander’s”), ~~outside~~which ~~our~~is ~~control~~described below. In Steven ~~addition~~Roth, ~~the~~David ~~stock~~Mandelbaum ~~market is~~and ~~subject~~Russell toB. ~~fluctuations~~Wight, Jr. inare the ~~share~~three partners ~~prices~~of ~~and~~Interstate ~~trading~~Properties. ~~volumes~~Mr. Roth ~~that~~is ~~affect~~ the ~~market~~Chairman ~~prices~~ of the ~~shares~~Board and ofChief ~~many~~Executive ~~companies. These~~Officer ~~broad~~of ~~market fluctuations~~Vornado, ~~have~~the inmanaging ~~the~~general ~~past~~partner of Interstate Properties, and ~~may~~the inChairman of the ~~future~~Board ~~adversely~~and ~~affect~~Chief ~~the~~Executive ~~market~~Officer ~~price~~ of ~~Vornado~~Alexander’s. ~~common~~Messrs. Wight ~~shares~~ and ~~the~~Mandelbaum ~~redemption~~are ~~price~~Trustees of ~~our~~Vornado ~~Class A~~and ~~units. Among~~also ~~those~~Directors ~~factors~~of ~~are:~~Alexander’s.

· Because of these overlapping interests, Mr. Roth and Interstate Properties and its partners may have substantial influence over Vornado, and therefore over us, and on the outcome of any matters submitted to Vornado’s shareholders for approval. In addition, certain decisions concerning our operations or financial ~~condition~~structure may present conflicts of interest among Messrs. Roth, Mandelbaum and ~~performance;~~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 manage and lease the ~~financial~~real ~~condition~~estate assets of ~~our~~Interstate Properties ~~tenants,~~under ~~including~~a ~~the~~management ~~extent~~agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. See the related party ~~tenant~~disclosures ~~bankruptcies~~in orthe ~~defaults;~~notes to the consolidated financial statements in this Annual Report on Form 10-K for additional information.

~~· actual or anticipated quarterly fluctuations in our operating results and financial condition;~~18

· There may be conflicts of ~~Vornado~~interest between Alexander’s ~~dividend~~and ~~policy;~~us.

· As of December 31, 2015, we owned 32.4% of the outstanding ~~reputation~~common stock of ~~REITs~~Alexander’s. Alexander’s is a REIT that has seven properties, which are located in the greater New York metropolitan area. In addition to the 2.3% that they indirectly own through Vornado, Interstate Properties, which is described above, and ~~real~~its ~~estate~~partners ~~investments~~owned ~~generally~~26.3% of the outstanding common stock of Alexander’s as of December 31, 2015. Mr. Roth is the Chairman of the Board and Chief Executive Office of Vornado, the managing general partner of Interstate Properties, and the ~~attractiveness~~Chairman of ~~REIT~~the ~~equity~~Board ~~securities~~and Chief inExecutive ~~comparison~~Officer toof ~~other~~Alexander’s. Messrs. Wight ~~equity~~and Mandelbaum ~~securities~~are Trustees of Vornado and also Directors of Alexander’s and general partners of Interstate Properties. Dr. Richard West is a Trustee of Vornado and a Director of Alexander’s. In addition, ~~including~~Joseph ~~securities~~Macnow, ~~issued~~our byExecutive ~~other~~Vice President ~~real~~– ~~estate~~Finance ~~companies~~and Chief Administrative Officer, is the Executive Vice President and Chief Financial Officer of Alexander’s, and Stephen W. Theriot, ~~fixed~~our ~~income~~Chief ~~securities;~~Financial Officer, is the Assistant Treasurer of Alexander’s.

· We manage, develop and lease Alexander’s properties under ~~uncertainty~~management and ~~volatility~~development agreements and leasing agreements under which we receive annual fees from Alexander’s. See the related party disclosures in the notes ~~equity~~to ~~and~~the ~~credit~~consolidated ~~markets;~~financial statements in this Annual Report on Form 10-K for additional information.

· The Number of Shares of Vornado Realty Trust and the ~~fluctuations~~Market infor ~~interest~~Those ~~rates;~~Shares Give Rise to Various Risks.

~~· changes~~The intrading ~~revenue~~price ~~or earnings estimates or publication~~ of ~~research~~ ~~reports and recommendations by financial analysts or actions taken by~~Vornado’s ~~rating~~common ~~agencies~~shares ~~with~~has ~~respect~~been tovolatile ~~our~~and ~~securities~~may ~~or those of other REITs;~~fluctuate.

· The trading price of Vornado’s common shares has been ~~failure~~volatile and may continue to ~~meet~~fluctuate ~~analysts~~widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of Vornado’s ~~revenue~~common orshares ~~earnings~~and ~~estimates;~~the redemption price of our Class A units. Among those factors are:

· ~~speculation~~our financial incondition ~~the~~and ~~press or investment community~~performance;

· ~~strategic~~the financial ~~actions~~condition byof ~~us or~~ our ~~competitors~~tenants, ~~such~~including asthe ~~acquisitions~~extent of tenant bankruptcies or ~~restructurings~~defaults;

· ~~the~~actual ~~extent~~or anticipated ofquarterly ~~institutional~~fluctuations ~~investor~~in ~~interest~~our inoperating usresults and financial condition;

· ~~the extent of short-selling of~~ Vornado’s ~~common shares and the~~ ~~shares~~dividend ~~of its competitors~~policy;

· ~~fluctuations in~~ the reputation ~~stock~~of ~~price~~REITs and ~~operating~~real ~~results~~estate investments generally and the attractiveness of ~~our~~REIT equity securities in comparison to other equity securities, including ~~competitors;~~securities issued by other real estate companies, and fixed income securities;

· ~~general~~uncertainty ~~financial~~ and ~~economic~~volatility ~~market conditions and,~~ in ~~particular,~~ ~~developments~~the ~~related~~equity ~~to market conditions for REITs~~ and ~~other real~~credit ~~estate related companies~~markets;

· ~~domestic~~fluctuations ~~and~~in ~~international~~interest ~~economic factors unrelated to our performance~~rates; ~~and~~

· ~~all~~changes in ~~other~~revenue ~~risk~~or ~~factors~~earnings ~~addressed~~estimates ~~elsewhere~~or inpublication ~~this~~of ~~Annual~~research ~~Report~~reports and onrecommendations ~~the~~by ~~Form~~financial ~~10-K.~~ analysts or actions taken by rating agencies with respect to our securities or those of other REITs;

~~A significant~~· ~~decline~~failure to inmeet ~~Vornado~~analysts’s ~~stock~~revenue ~~price~~or ~~could~~earnings ~~result in substantial losses for Vornado’s shareholders and our unitholders.~~estimates;

~~Vornado~~· ~~has~~speculation ~~many~~in ~~shares available for future sale, which could hurt~~ the ~~market~~press ~~price~~or ~~of its~~investment ~~shares and the redemption price of our units.~~community;

~~The interests of our current unitholders could be~~· ~~diluted if we issue additional equity securities. As of December 31, 2014,~~strategic ~~Vornado~~actions ~~had~~by ~~authorized~~us ~~but~~or unissued, 62,112,502 common shares of beneficial interest, $.04 par value and 57,266,023 preferred shares of beneficial interest, no par value; of which 19,488,139 common shares are reserved for issuance upon redemption of our ~~Class A units~~competitors, ~~convertible~~such ~~securities~~as and Vornado stock options and 11,200,000 preferred shares are reserved for issuance upon redemption of our preferred units. Any shares not reserved may be issued from time to time in public or private offerings or in connection with acquisitions~~. In~~ ~~addition, common and preferred shares reserved may be sold upon issuance in the public market after registration under the Securities Act~~ or ~~under Rule 144 under the Securities Act or other available exemptions~~restructurings; from registration. We cannot predict the effect that future sales of Vornado’s common and preferred shares or our Class A and preferred units will have on the market prices of Vornado’s outstanding shares and our outstanding securities.

~~In addition, under Maryland law, Vornado’s Board~~· ~~has~~ the extent ~~authority to increase the number~~ of ~~authorized~~institutional ~~shares~~investor ~~without shareholder~~interest ~~approval.~~in us;

~~Item~~· the extent ~~1b.~~of ~~unresolved~~short-selling ~~staff~~of ~~comments~~Vornado’s common shares and the shares of its competitors;

~~There are no unresolved comments from the staff of~~· ~~the~~fluctuations ~~Securities~~in ~~Exchange Commission as of~~ the ~~date~~stock ofprice ~~this~~and ~~Annual~~operating ~~Report~~results ~~on Form~~of ~~10-K.~~our competitors;

17· general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;

~~Item~~· domestic and 2.international ~~Properties~~economic factors unrelated to our performance; and

~~We operate in four business segments: New York,~~· ~~Washington,~~all ~~DC, Retail Properties and Toys “R” Us. The following pages provide~~other ~~details~~risk offactors ~~our~~addressed ~~real~~elsewhere ~~estate~~in ~~properties~~this asAnnual ofReport ~~December~~on ~~31,~~the ~~2014~~Form 10-K.

					Square Feet
						Under
						Development
						or Not
		%		%		Available	Total
Property		Ownership	Type	Occupancy	In Service	for Lease	Property
NEW YORK:
One Penn Plaza (ground leased through 2098)		100.0%	Office / Retail	95.1%	2,521,000	-	2,521,000
1290 Avenue of the Americas		70.0%	Office / Retail	97.8%	2,109,000	-	2,109,000
Two Penn Plaza		100.0%	Office / Retail	97.7%	1,619,000	-	1,619,000
666 Fifth Avenue Office Condominium (1)		49.5%	Office / Retail	76.9%	1,416,000	-	1,416,000
909 Third Avenue (ground leased through 2063)		100.0%	Office	100.0%	1,344,000	-	1,344,000
280 Park Avenue (1)		50.0%	Office / Retail	100.0%	755,000	486,000	1,241,000
Independence Plaza, Tribeca (1,328 units) (1)		50.1%	Residential / Retail	94.9%	1,241,000	-	1,241,000
Eleven Penn Plaza		100.0%	Office / Retail	99.1%	1,152,000	-	1,152,000
770 Broadway		100.0%	Office / Retail	100.0%	1,148,000	-	1,148,000
One Park Avenue (1)		55.0%	Office / Retail	96.8%	943,000	-	943,000
90 Park Avenue		100.0%	Office / Retail	97.2%	936,000	-	936,000
888 Seventh Avenue (ground leased through 2067)		100.0%	Office / Retail	93.7%	877,000	-	877,000
100 West 33rd Street		100.0%	Office	99.6%	849,000	-	849,000
330 Madison Avenue (1)		25.0%	Office / Retail	99.1%	838,000	-	838,000
330 West 34th Street (ground leased through 2148)		100.0%	Office / Retail	100.0%	379,000	292,000	671,000
650 Madison Avenue (1)		20.1%	Office / Retail	87.9%	598,000	-	598,000
350 Park Avenue		100.0%	Office / Retail	99.4%	570,000	-	570,000
150 East 58th Street		100.0%	Office / Retail	98.2%	544,000	-	544,000
7 West 34th Street		100.0%	Office / Retail	100.0%	480,000	-	480,000
20 Broad Street (ground leased through 2081)		100.0%	Office	99.3%	472,000	-	472,000
640 Fifth Avenue		100.0%	Office / Retail	89.9%	325,000	-	325,000
595 Madison Avenue		100.0%	Office / Retail	98.7%	322,000	-	322,000
50-70 W 93rd Street (326 units) (1)		49.9%	Residential	98.8%	283,000	-	283,000
Manhattan Mall		100.0%	Retail	92.6%	256,000	-	256,000
40 Fulton Street		100.0%	Office / Retail	99.0%	249,000	-	249,000
4 Union Square South		100.0%	Retail	100.0%	206,000	-	206,000
57th Street (5 buildings) (1)		50.0%	Office / Retail	96.6%	158,000	27,000	185,000
825 Seventh Avenue (1)		51.1%	Office / Retail	100.0%	174,000	-	174,000
1540 Broadway		100.0%	Retail	100.0%	160,000	-	160,000
Paramus		100.0%	Office	96.1%	129,000	-	129,000
608 Fifth Avenue (ground leased through 2033)		100.0%	Office / Retail	96.0%	125,000	-	125,000
666 Fifth Avenue Retail Condominium		100.0%	Retail	100.0%	114,000	-	114,000
1535 Broadway (Marriott Marquis - retail and signage)
	(ground and building leased through 2032)	100.0%	Retail / Theatre	100.0%	66,000	42,000	108,000
689 Fifth Avenue		100.0%	Office / Retail	100.0%	99,000	-	99,000
478-486 Broadway (2 buildings)		100.0%	Retail	100.0%	85,000	-	85,000
510 Fifth Avenue		100.0%	Retail	90.6%	65,000	-	65,000
655 Fifth Avenue		92.5%	Retail	100.0%	57,000	-	57,000
155 Spring Street		100.0%	Retail	98.5%	49,000	-	49,000
3040 M Street		100.0%	Retail	100.0%	44,000	-	44,000
435 Seventh Avenue		100.0%	Retail	100.0%	43,000	-	43,000
692 Broadway		100.0%	Retail	100.0%	35,000	-	35,000
697-703 Fifth Avenue (St. Regis)		74.3%	Retail	100.0%	25,000	-	25,000
715 Lexington		100.0%	Retail	100.0%	23,000	-	23,000
1131 Third Avenue		100.0%	Retail	85.9%	22,000	-	22,000
828-850 Madison Avenue		100.0%	Retail	100.0%	18,000	-	18,000
443 Broadway		100.0%	Retail	100.0%	16,000	-	16,000
484 Eighth Avenue		100.0%	Retail	n/a	16,000	-	16,000
334 Canal Street		100.0%	Retail	100.0%	3,000	12,000	15,000
304 Canal Street		100.0%	Retail	n/a	-	14,000	14,000
40 East 66th Street		100.0%	Retail	100.0%	11,000	-	11,000
431 Seventh Avenue		100.0%	Retail	100.0%	10,000	-	10,000
677-679 Madison Avenue		100.0%	Retail	100.0%	8,000	-	8,000
148 Spring Street		100.0%	Retail	100.0%	7,000	-	7,000
150 Spring Street		100.0%	Retail	100.0%	7,000	-	7,000

A significant decline in Vornado’s stock price could result in substantial losses for Vornado’s shareholders and our unitholders.

1819

~~Item~~Vornado 2.has ~~Properties~~many shares -available ~~continued~~for future sale, which could hurt the market price of its shares and the redemption price of our units.

									Square Feet
											Under
											Development
											or Not
			%				%				Available		Total
Property			Ownership		Type		Occupancy		In Service		for Lease		Property
NEW YORK - continued:
966 Third Avenue			100.0%		Retail		100.0%		7,000		-		7,000
267 West 34th Street			100.0%		Retail		100.0%		6,000		-		6,000
488 Eighth Avenue			100.0%		Retail		100.0%		6,000		-		6,000
968 Third Avenue (1)			50.0%		Retail		100.0%		6,000		-		6,000
Hotel Pennsylvania			100.0%		Hotel		n/a		1,400,000		-		1,400,000
Alexander's, Inc.:
731 Lexington Avenue (1)			32.4%		Office / Retail		100.0%		1,059,000		-		1,059,000
Rego Park II, Queens (1)			32.4%		Retail		98.9%		609,000		-		609,000
Rego Park I, Queens (1)			32.4%		Retail		100.0%		343,000		-		343,000
Rego Park II Apartment Tower, Queens (1)			32.4%		Residential		n/a		-		255,000		255,000
Flushing, Queens (1)			32.4%		Retail		100.0%		167,000		-		167,000
Paramus, New Jersey (30.3 acres
	ground leased through 2041) (1)		32.4%		Retail		100.0%		-		-		-
Rego Park III, Queens (3.2 acres) (1)			32.4%		n/a		n/a		-		-		-
Total New York							96.4%		27,604,000		1,128,000		28,732,000
Vornado's Ownership Interest							96.9%		21,856,000		699,000		22,555,000
WASHINGTON, DC:
2011-2451 Crystal Drive (5 buildings)		100.0%		Office		89.3%		2,321,000		-		2,321,000
Skyline Properties (7 buildings)		100.0%		Office		42.2%		2,130,000		-		2,130,000
S. Clark Street / 12th Street (5 buildings)		100.0%		Office		76.9%		1,540,000		-		1,540,000
1550-1750 Crystal Drive /
	241-251 18th Street (4 buildings)	100.0%		Office		80.4%		1,484,000		-		1,484,000
1800, 1851 and 1901 South Bell Street (3 buildings)		100.0%		Office		93.8%		506,000		363,000		869,000
Fashion Centre Mall (1)		7.5%		Office		98.0%		821,000		-		821,000
Rosslyn Plaza (4 buildings) (1)		46.2%		Office		55.8%		534,000		202,000		736,000
1825-1875 Connecticut Avenue, NW
	(Universal Buildings ) (2 buildings)	100.0%		Office		98.4%		685,000		-		685,000
Waterfront Station (1)		2.5%		Office		n/a		-		675,000		675,000
2200 / 2300 Clarendon Blvd (Courthouse Plaza)
	(ground leased through 2062) (2 buildings)	100.0%		Office		94.7%		638,000		-		638,000
1299 Pennsylvania Avenue, NW
	(Warner Building) (1)	55.0%		Office		77.4%		613,000		-		613,000
Fairfax Square (3 buildings) (1)		20.0%		Office		86.2%		559,000		-		559,000
2100 / 2200 Crystal Drive (2 buildings)		100.0%		Office		100.0%		529,000		-		529,000
One Skyline Tower		100.0%		Office		100.0%		518,000		-		518,000
Commerce Executive (3 buildings)		100.0%		Office		86.8%		400,000		19,000		419,000
2101 L Street, NW		100.0%		Office		99.0%		380,000		-		380,000
1501 K Street, NW (1)		5.0%		Office		100.0%		379,000		-		379,000
223 23rd Street / 2221 South Clark Street (2 buildings)		100.0%		Office		n/a		-		316,000		316,000
1750 Pennsylvania Avenue, NW		100.0%		Office		94.0%		277,000		-		277,000
1150 17th Street, NW		100.0%		Office		91.7%		241,000		-		241,000
875 15th Street, NW (Bowen Building)		100.0%		Office		100.0%		231,000		-		231,000
Democracy Plaza One
	(ground leased through 2084)	100.0%		Office		92.4%		216,000		-		216,000
1101 17th Street, NW (1)		55.0%		Office		97.2%		214,000		-		214,000
1730 M Street, NW		100.0%		Office		90.8%		203,000		-		203,000
Washington Tower (1)		7.5%		Office		100.0%		170,000		-		170,000
2001 Jefferson Davis Highway		100.0%		Office		63.1%		162,000		-		162,000
1399 New York Avenue, NW		100.0%		Office		90.4%		129,000		-		129,000
1726 M Street, NW		100.0%		Office		98.0%		92,000		-		92,000
Crystal City Shops at 2100		100.0%		Office		96.0%		80,000		-		80,000
Crystal Drive Retail		100.0%		Office		100.0%		57,000		-		57,000

The interests of our current unitholders could be diluted if we or Vornado issue additional equity securities. As of December 31, 2015, Vornado had authorized but unissued, 61,423,147 common shares of beneficial interest, $.04 par value and 57,266,023 preferred shares of beneficial interest, no par value; of which 19,923,393 common shares are reserved for issuance upon redemption our Class A units, convertible securities and Vornado stock options and 11,200,000 preferred shares are reserved for issuance upon redemption of our preferred units. Any shares not reserved may be issued from time to time in public or private offerings or in connection with acquisitions. In addition, common and preferred shares reserved may be sold upon issuance in the public market after registration under the Securities Act or under Rule 144 under the Securities Act or other available exemptions from registration. We cannot predict the effect that future sales of Vornado’s common and preferred shares or our Class A and preferred units will have on the market prices of Vornado’s outstanding shares or our outstanding securities.

19In addition, under Maryland law, Vornado’s Board has the authority to increase the number of its authorized shares without shareholder approval.

Item 21b. ~~Properties~~ unresolved -staff ~~continued~~ comments

				Square Feet
					Under
					Development
					or Not
	%		%		Available	Total
Property	Ownership	Type	Occupancy	In Service	for Lease	Property
WASHINGTON, DC - continued:
Riverhouse (1,670 units) (3 buildings)	100.0%	Residential	97.4%	1,802,000	-	1,802,000
The Bartlett	100.0%	Residential	n/a	-	618,000	618,000
West End 25 (283 units)	100.0%	Residential	96.8%	273,000	-	273,000
220 20th Street (265 units)	100.0%	Residential	98.5%	269,000	-	269,000
Crystal City Hotel	100.0%	Hotel	100.0%	266,000	-	266,000
Rosslyn Plaza (196 units) (2 buildings) (1)	43.7%	Residential	95.9%	253,000	-	253,000
Met Park / Warehouses	100.0%	Warehouse	100.0%	109,000	20,000	129,000
Other (3 buildings)	100.0%	Other	100.0%	9,000	2,000	11,000
Total Washington, DC			84.5%	19,090,000	2,215,000	21,305,000
Vornado's Ownership Interest			83.8%	16,570,000	1,442,000	18,012,000

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.

RETAIL PROPERTIES:
Wayne Town Center, Wayne, NJ
	(ground leased through 2064)	100.0%	Strip	100.0%	544,000	119,000	663,000
Allentown, PA		100.0%	Strip	100.0%	554,000	-	554,000
Bronx (Bruckner Boulevard), NY		100.0%	Strip	89.6%	501,000	-	501,000
East Brunswick, NJ		100.0%	Strip	100.0%	427,000	-	427,000
North Bergen (Tonnelle Avenue), NJ		100.0%	Strip	98.9%	410,000	-	410,000
East Hanover (200 - 240 Route 10 West), NJ		100.0%	Strip	86.3%	343,000	-	343,000
Wilkes-Barre, PA (461 - 499 Mundy Street), PA		100.0%	Strip	91.7%	329,000	-	329,000
Huntington, NY		100.0%	Strip	100.0%	324,000	-	324,000
Buffalo (Amherst), NY		100.0%	Strip	100.0%	311,000	-	311,000
Bricktown, NJ		100.0%	Strip	92.8%	278,000	-	278,000
Union (Route 22 and Morris Avenue), NJ		100.0%	Strip	99.4%	276,000	-	276,000
Hackensack, NJ		100.0%	Strip	74.5%	275,000	-	275,000
Totowa, NJ		100.0%	Strip	100.0%	271,000	-	271,000
Cherry Hill, NJ		100.0%	Strip	97.3%	261,000	-	261,000
Jersey City, NJ		100.0%	Strip	100.0%	236,000	-	236,000
Union (2445 Springfield Avenue), NJ		100.0%	Strip	100.0%	232,000	-	232,000
Middletown, NJ		100.0%	Strip	94.9%	231,000	-	231,000
Lancaster, PA		100.0%	Strip	82.1%	228,000	-	228,000
Woodbridge NJ		100.0%	Strip	100.0%	226,000	-	226,000
Chicopee, MA		100.0%	Strip	100.0%	224,000	-	224,000
Marlton, NJ		100.0%	Strip	100.0%	213,000	-	213,000
North Plainfield, NJ		100.0%	Strip	88.3%	212,000	-	212,000
Bergen Town Center - East, Paramus, NJ		100.0%	Strip	93.6%	211,000	-	211,000
Manalapan, NJ		100.0%	Strip	100.0%	208,000	-	208,000
Rochester, NY		100.0%	Strip	100.0%	205,000	-	205,000
East Rutherford, NJ		100.0%	Strip	100.0%	197,000	-	197,000
Garfield, NJ		100.0%	Strip	100.0%	195,000	-	195,000
Mt. Kisco, NY		100.0%	Strip	100.0%	189,000	-	189,000
Newington, CT		100.0%	Strip	100.0%	188,000	-	188,000
Bensalem, PA		100.0%	Strip	98.9%	185,000	-	185,000
Springfield, MA		100.0%	Strip	100.0%	182,000	-	182,000
Morris Plains, NJ		100.0%	Strip	95.9%	177,000	-	177,000

20Item 2. Properties

~~Item~~We operate in two ~~2. Properties~~business -segments: New ~~continued~~York and Washington, DC. The following pages provide details of our real estate properties as of December 31, 2015.

							Square Feet
								Under
								Development
								or Not
		%			%			Available	Total
Property		Ownership		Type	Occupancy		In Service	for Lease	Property
RETAIL PROPERTIES - continued:
NEW YORK:
Dover, NJ		100.0%		Strip	93.0%		173,000	-	173,000
One Penn Plaza (ground leased through 2098)		100.0%		Office / Retail	97.5%		2,526,000	-	2,526,000
Freeport (437 East Sunrise Highway), NY		100.0%		Strip	100.0%		173,000	-	173,000
1290 Avenue of the Americas		70.0%		Office / Retail	99.3%		2,107,000	-	2,107,000
Lodi (Route 17 North), NJ		100.0%		Strip	100.0%		171,000	-	171,000
Two Penn Plaza		100.0%		Office / Retail	98.7%		1,632,000	-	1,632,000
Watchung, NJ		100.0%		Strip	96.6%		170,000	-	170,000
666 Fifth Avenue Office Condominium(1)		49.5%		Office / Retail	77.8%		1,415,000	-	1,415,000
Broomall, PA		100.0%		Strip	100.0%		169,000	-	169,000
909 Third Avenue (ground leased through 2063)		100.0%		Office	100.0%		1,346,000	-	1,346,000
Rochester (Henrietta), NY
Independence Plaza, Tribeca
	(ground leased through 2056)	100.0%		Strip	96.2%		165,000	-	165,000
	(3 buildings) (1,327 units)(1)	50.1%		Residential / Retail	100.0%	(2)	1,244,000	12,000	1,256,000
Staten Island, NY		100.0%		Strip	88.2%		165,000	-	165,000
280 Park Avenue(1)		50.0%		Office / Retail	100.0%		1,067,000	176,000	1,243,000
Baltimore (Towson), MD		100.0%		Strip	100.0%		155,000	-	155,000
770 Broadway		100.0%		Office / Retail	100.0%		1,158,000	-	1,158,000
Waterbury, CT		100.0%		Strip	68.8%		148,000	-	148,000
Eleven Penn Plaza		100.0%		Office / Retail	99.1%		1,151,000	-	1,151,000
Bethlehem, PA		100.0%		Strip	98.9%		147,000	-	147,000
One Park Avenue(1)		55.0%		Office / Retail	96.7%		947,000	-	947,000
Lawnside, NJ		100.0%		Strip	100.0%		145,000	-	145,000
90 Park Avenue		100.0%		Office / Retail	76.6%		946,000	-	946,000
Annapolis, MD
888 Seventh Avenue (ground leased through 2067)		100.0%		Office / Retail	91.3%		884,000	-	884,000
	(ground and building leased through 2042)	100.0%		Strip	100.0%		128,000	-	128,000
100 West 33rd Street		100.0%		Office	100.0%		855,000	-	855,000
Hazlet, NJ		100.0%		Strip	100.0%		123,000	-	123,000
330 Madison Avenue(1)		25.0%		Office / Retail	97.1%		842,000	-	842,000
Glen Burnie, MD		100.0%		Strip	90.5%		121,000	-	121,000
330 West 34th Street (ground leased through 2149)		100.0%		Office / Retail	100.0%		602,000	128,000	730,000
Norfolk, VA
85 Tenth Avenue(1)		49.9%	(3)	Office / Retail	100.0%		617,000	-	617,000
	(ground and building leased through 2069)	100.0%		Strip	100.0%		114,000	-	114,000
650 Madison Avenue(1)		20.1%		Office / Retail	93.8%		556,000	39,000	595,000
York, PA		100.0%		Strip	86.2%		111,000	-	111,000
350 Park Avenue		100.0%		Office / Retail	100.0%		570,000	-	570,000
Kearny, NJ		100.0%		Strip	100.0%		104,000	-	104,000
150 East 58th Street		100.0%		Office / Retail	98.2%		545,000	-	545,000
Glenolden, PA		100.0%		Strip	100.0%		102,000	-	102,000
7 West 34th Street		100.0%		Office / Retail	100.0%		478,000	-	478,000
New Hyde Park, NY
33-00 Northern Boulevard (Center Building)		100.0%		Office	95.5%		446,000	-	446,000
	(ground and building leased through 2029)	100.0%		Strip	100.0%		101,000	-	101,000
595 Madison Avenue		100.0%		Office / Retail	98.7%		322,000	-	322,000
Inwood, NY		100.0%		Strip	80.1%		96,000	-	96,000
640 Fifth Avenue		100.0%		Office / Retail	93.5%		315,000	-	315,000
Turnersville, NJ		100.0%		Strip	96.3%		96,000	-	96,000
50-70 W 93rd Street (326 units)(1)		49.9%		Residential	97.5%		283,000	-	283,000
Rockville, MD		100.0%		Strip	98.1%		94,000	-	94,000
Manhattan Mall		100.0%		Retail	87.9%		256,000	-	256,000
Lodi (Washington Street), NJ		100.0%		Strip	94.1%		85,000	-	85,000
40 Fulton Street		100.0%		Office / Retail	94.6%		250,000	-	250,000
Milford, MA
4 Union Square South		100.0%		Retail	100.0%		206,000	-	206,000
	(ground and building leased through 2019)	100.0%		Strip	100.0%		83,000	-	83,000
260 Eleventh Avenue (2 buildings)
Carlstadt, NJ (ground leased through 2050)		100.0%		Strip	100.0%		78,000	-	78,000
	(ground leased through 2114)	100.0%		Office	100.0%		184,000	-	184,000
Bronx (1750-1780 Gun Hill Road), NY		100.0%		Strip	90.7%		77,000	-	77,000
512 W 22nd Street(1)		55.0%		Office	n/a		-	173,000	173,000
Wyomissing, PA
825 Seventh Avenue(1)		51.2%		Office / Retail	100.0%		169,000	-	169,000
	(ground and building leased through 2065)	100.0%		Strip	93.2%		76,000	-	76,000
61 Ninth Avenue(1)		50.1%		Office	n/a		-	167,000	167,000
West Babylon, NY		100.0%		Strip	95.4%		66,000	-	66,000
1540 Broadway		100.0%		Retail	100.0%		160,000	-	160,000
Wheaton, MD
608 Fifth Avenue (ground leased through 2033)		100.0%		Office / Retail	96.9%		132,000	-	132,000
	(ground leased through 2060)	100.0%		Strip	100.0%		66,000	-	66,000
Paramus		100.0%		Office	94.7%		129,000	-	129,000
Paramus, NJ (ground leased through 2033)		100.0%		Strip	100.0%		63,000	-	63,000
666 Fifth Avenue Retail Condominium		100.0%		Retail	100.0%		114,000	-	114,000
North Bergen (Kennedy Boulevard), NJ		100.0%		Strip	100.0%		62,000	-	62,000
1535 Broadway (Marriott Marquis - retail and signage)
South Plainfield, NJ
	(ground and building leased through 2032)	100.0%		Retail / Theatre	100.0%		72,000	36,000	108,000
	(ground leased through 2039)	100.0%		Strip	85.9%		56,000	-	56,000
57th Street (5 buildings)(1)		50.0%		Office / Retail	100.0%		103,000	-	103,000
San Francisco (2675 Geary Street), CA
689 Fifth Avenue		100.0%		Office / Retail	100.0%		100,000	-	100,000
	(ground and building leased through 2043)	100.0%		Strip	100.0%		55,000	-	55,000
478-486 Broadway (2 buildings) (10 units)		100.0%		Retail/Residential	100.0%	(2)	85,000	-	85,000
150 West 34th Street		100.0%		Retail	100.0%		78,000	-	78,000
510 Fifth Avenue		100.0%		Retail	64.4%		65,000	-	65,000
655 Fifth Avenue		92.5%		Retail	100.0%		57,000	-	57,000
155 Spring Street		100.0%		Retail	100.0%		49,000	-	49,000
3040 M Street		100.0%		Retail	100.0%		44,000	-	44,000
435 Seventh Avenue		100.0%		Retail	100.0%		43,000	-	43,000
692 Broadway		100.0%		Retail	100.0%		35,000	-	35,000
697-703 Fifth Avenue (St. Regis - retail)		74.3%		Retail	100.0%		26,000	-	26,000
715 Lexington Avenue		100.0%		Retail	100.0%		23,000	-	23,000
1131 Third Avenue		100.0%		Retail	100.0%		23,000	-	23,000
40 East 66th Street (5 units)		100.0%		Residential/Retail	100.0%	(2)	23,000	-	23,000
828-850 Madison Avenue		100.0%		Retail	100.0%		18,000	-	18,000
443 Broadway		100.0%		Retail	100.0%		16,000	-	16,000

Item 2. Properties - continued

						Square Feet
							Under
							Development
							or Not
		%		%			Available	Total
Property		Ownership	Type	Occupancy		In Service	for Lease	Property
RETAIL PROPERTIES - continued:
NEW YORK - continued:
Cambridge, MA
484 Eighth Avenue		100.0%	Retail	n/a		-	16,000	16,000
	(ground and building leased through 2033)	100.0%	Strip	100.0%		48,000	-	48,000
304 Canal Street (4 units)		100.0%	Retail/Residential	n/a		-	15,000	15,000
Commack, NY
334 Canal Street (4 units)		100.0%	Retail/Residential	-		14,000	-	14,000
	(ground and building leased through 2021)	100.0%	Strip	100.0%		47,000	-	47,000
677-679 Madison Avenue (8 units)		100.0%	Retail/Residential	100.0%		13,000	-	13,000
Arlington Heights, IL
431 Seventh Avenue		100.0%	Retail	100.0%		10,000	-	10,000
	(ground and building leased through 2043)	100.0%	Strip	100.0%		46,000	-	46,000
138-142 West 32nd Street		100.0%	Retail	82.4%		8,000	-	8,000
Dewitt, NY
148 Spring Street		100.0%	Retail	100.0%		7,000	-	7,000
	(ground leased through 2041)	100.0%	Strip	100.0%		46,000	-	46,000
150 Spring Street (1 unit)		100.0%	Retail/Residential	100.0%	(2)	7,000	-	7,000
Charleston, SC
966 Third Avenue		100.0%	Retail	100.0%		7,000	-	7,000
	(ground leased through 2063)	100.0%	Strip	100.0%		45,000	-	45,000
488 Eighth Avenue		100.0%	Retail	100.0%		6,000	-	6,000
Signal Hill, CA		100.0%	Strip	100.0%		45,000	-	45,000
267 West 34th Street		100.0%	Retail	100.0%		6,000	-	6,000
Vallejo, CA
968 Third Avenue (1)		50.0%	Retail	100.0%		6,000	-	6,000
	(ground leased through 2043)	100.0%	Strip	100.0%		45,000	-	45,000
265 West 34th Street		100.0%	Retail	100.0%		3,000	-	3,000
Freeport (240 West Sunrise Highway), NY
137 West 33rd Street		100.0%	Retail	100.0%		3,000	-	3,000
	(ground and building leased through 2040)	100.0%	Strip	100.0%		44,000	-	44,000
Other (34 units)		81.4%	Residential/Retail	-		86,000	-	86,000
San Antonio, TX
Hotel Pennsylvania		100.0%	Hotel	n/a		1,400,000	-	1,400,000
	(ground and building leased through 2041)	100.0%	Strip	100.0%		43,000	-	43,000
Alexander's, Inc.:
Chicago, IL
731 Lexington Avenue(1)		32.4%	Office / Retail	100.0%		1,063,000	-	1,063,000
	(ground and building leased through 2051)	100.0%	Strip	100.0%		41,000	-	41,000
Rego Park II, Queens(1)		32.4%	Retail	99.0%		608,000	-	608,000
Englewood, NJ		100.0%	Strip	73.6%		41,000	-	41,000
Rego Park I, Queens(1)		32.4%	Retail	100.0%		343,000	-	343,000
Springfield, PA
The Alexander Apartment Tower, Queens
	(ground and building leased through 2025)	100.0%	Strip	100.0%		41,000	-	41,000
	(312 units)(1)	32.4%	Residential	25.6%		238,000	17,000	255,000
Tyson's Corner, VA
Flushing, Queens(1)		32.4%	Retail	100.0%		167,000	-	167,000
	(ground and building leased through 2035)	100.0%	Strip	100.0%		38,000	-	38,000
Paramus, New Jersey (30.3 acres
Salem, NH
	ground leased through 2041)(1)	32.4%	Retail	100.0%		-	-	-
	(ground leased through 2102)	100.0%	Strip	100.0%		37,000	-	37,000
Rego Park III, Queens (3.2 acres)(1)		32.4%	n/a	n/a		-	-	-
Owensboro, KY
Total New York				96.3%		29,309,000	779,000	30,088,000
	(ground and building leased through 2046)	100.0%	Strip	100.0%		32,000	-	32,000
Vornado's Ownership Interest				96.4%		23,056,000	482,000	23,538,000
Eatontown, NJ		100.0%	Strip	73.7%		30,000	-	30,000
See notes on page 24.
Walnut Creek (1149 South Main Street), CA		100.0%	Strip	100.0%		29,000	-	29,000
East Hanover (280 Route 10 West), NJ		100.0%	Strip	100.0%		26,000	-	26,000
Montclair, NJ		100.0%	Strip	100.0%		18,000	-	18,000
Oceanside, NY		100.0%	Strip	100.0%		16,000	-	16,000
Walnut Creek (Mt. Diablo), CA		95.0%	Strip	100.0%		7,000	-	7,000
Monmouth Mall, Eatontown, NJ (1)		50.0%	Mall	92.5%		1,463,000	-	1,463,000
Bergen Town Center - West, Paramus, NJ		100.0%	Mall	99.4%		952,000	-	952,000
Montehiedra, Puerto Rico		100.0%	Mall	90.9%		542,000	-	542,000
Las Catalinas, Puerto Rico		100.0%	Mall	94.0%		494,000	-	494,000
Total Retail Properties				95.8%		16,797,000	119,000	16,916,000
Vornado's Ownership Interest				95.9%		15,273,000	119,000	15,392,000

Item 2. Properties - continued

						Square Feet
							Under
							Development
							or Not
		%			%		Available	Total
Property		Ownership		Type	Occupancy	In Service	for Lease	Property
OTHER (The Mart):
WASHINGTON, DC:
The Mart, Chicago		100.0%		Office / Retail / Showroom	94.7%	3,568,000	-	3,568,000
Skyline Properties (8 buildings)		100.0%		Office	50.1%	2,648,000	-	2,648,000
Other (1)		50.0%		Retail	100.0%	19,000	-	19,000
2011-2451 Crystal Drive (5 buildings)		100.0%		Office	92.1%	2,326,000	-	2,326,000
Total The Mart					94.7%	3,587,000	-	3,587,000
RiverHouse Apartments (3 buildings) (1,670 units)		100.0%		Residential	96.2%	1,802,000	-	1,802,000
Vornado's Ownership Interest					94.7%	3,578,000	-	3,578,000
S. Clark Street / 12th Street (5 buildings)		100.0%		Office	85.1%	1,547,000	-	1,547,000
OTHER (555 California Street):
1550-1750 Crystal Drive /
555 California Street		70.0%		Office	97.0%	1,506,000	-	1,506,000
	241-251 18th Street (4 buildings)	100.0%		Office	89.1%	1,460,000	20,000	1,480,000
315 Montgomery Street		70.0%		Office / Retail	100.0%	231,000	-	231,000
1800, 1851 and 1901 South Bell Street (3 buildings)		100.0%		Office	88.7%	506,000	363,000	869,000
345 Montgomery Street		70.0%		Office / Retail	100.0%	64,000	-	64,000
Fashion Centre Mall (1)		7.5%		Office	97.8%	816,000	-	816,000
Total 555 California Street					97.6%	1,801,000	-	1,801,000
Rosslyn Plaza (4 buildings)(1)		46.2%		Office	56.9%	495,000	243,000	738,000
Vornado's Ownership Interest					97.6%	1,261,000	-	1,261,000
1825-1875 Connecticut Avenue, NW
	(Universal Buildings) (2 buildings)	100.0%		Office	99.0%	686,000	-	686,000
2200 / 2300 Clarendon Blvd (Courthouse Plaza)
	(ground leased through 2062) (2 buildings)	100.0%		Office	93.3%	638,000	-	638,000
1299 Pennsylvania Avenue, NW
	(Warner Building)(1)	55.0%		Office	88.4%	620,000	-	620,000
The Bartlett		100.0%		Residential/Retail	100.0%	40,000	580,000	620,000
Fairfax Square (3 buildings)(1)		20.0%		Office	66.4%	559,000	-	559,000
2100 / 2200 Crystal Drive (2 buildings)		100.0%		Office	100.0%	529,000	-	529,000
Commerce Executive (3 buildings)		100.0%	`	Office	96.0%	400,000	19,000	419,000
2101 L Street, NW		100.0%		Office	99.0%	380,000	-	380,000
1501 K Street, NW(1)		5.0%		Office	100.0%	379,000	-	379,000
West End 25 (283 units)		100.0%		Residential	96.1%	273,000	-	273,000
220 20th Street (265 units)		100.0%		Residential	96.6%	269,000	-	269,000
Crystal City Hotel		100.0%		Residential	100.0%	266,000	-	266,000
Rosslyn Plaza (196 units)		43.7%		Residential	94.9%	253,000	-	253,000
1150 17th Street, NW		100.0%		Office	68.6%	241,000	-	241,000
875 15th Street, NW (Bowen Building)		100.0%		Office	100.0%	231,000	-	231,000
1101 17th Street, NW(1)		55.0%		Office	100.0%	215,000	-	215,000
Democracy Plaza One
	(ground leased through 2084)	100.0%		Office	95.9%	214,000	-	214,000
1730 M Street, NW		100.0%		Office	91.7%	204,000	-	204,000
2221 South Clark Street		100.0%		Residential/Office	100.0%	171,000	-	171,000
Washington Tower (1)		7.5%		Office	100.0%	170,000	-	170,000
2001 Jefferson Davis Highway		100.0%		Office	59.8%	162,000	-	162,000
223 23rd Street		100.0%		Office	n/a	-	147,000	147,000
Met Park/Warehouses		100.0%		Warehouses	100.0%	109,000	20,000	129,000
1399 New York Avenue, NW		100.0%		Office	95.1%	129,000	-	129,000
1726 M Street, NW		100.0%		Office	68.0%	92,000	-	92,000
Crystal City Shops at 2100		100.0%		Office	96.0%	80,000	-	80,000
Crystal Drive Retail		100.0%		Office	100.0%	57,000	-	57,000
Other (3 buildings)		100.0%		Other	100.0%	11,000	-	11,000
Total Washington, DC					85.4%	18,978,000	1,392,000	20,370,000
Vornado's Ownership Interest					84.8%	16,481,000	1,255,000	17,736,000
See notes on page 24.

OTHER (Vornado Capital Partners Real Estate Fund) (2) :
800 Corporate Pointe, Culver City, CA (2 buildings)		100.0%	Office	57.0%	243,000	-	243,000
Crowne Plaza Times Square, NY		38.2%	Office / Retail / Hotel	100.0%	235,000	-	235,000
Lucida, 86th Street and Lexington Avenue, NY
	(ground leased through 2082)	100.0%	Retail / Residential	100.0%	146,000	-	146,000
1100 Lincoln Road, Miami, FL		100.0%	Retail / Theatre	100.0%	127,000	-	127,000
520 Broadway, Santa Monica, CA		100.0%	Office	90.9%	112,000	-	112,000
11 East 68th Street Retail, NY		100.0%	Retail	100.0%	8,000	3,000	11,000
501 Broadway, NY		100.0%	Retail	100.0%	9,000	-	9,000
Total Real Estate Fund Properties				84.4%	880,000	3,000	883,000
Vornado's Ownership Interest				84.4%	184,000	1,000	185,000
OTHER:
85 Tenth Avenue, Manhattan		n/a (3)	Office / Retail	100.0%	613,000	-	613,000
East Hanover Warehouse Park (5 buildings)		100.0%	Warehouse	60.8%	942,000	-	942,000
Total Other				76.3%	1,555,000	-	1,555,000
Vornado's Ownership Interest				60.8%	942,000	-	942,000
(1)	Denotes property not consolidated in the accompanying consolidated financial statements and related financial data included in the Annual Report on Form 10-K.
(2)	We own a 25% interest in the Fund. The ownership percentage in this section represents the Fund's ownership in the underlying asset.
(3)	As of December 31, 2014, we own junior and senior mezzanine loans of 85 Tenth Avenue with an accreted balance of $147.6 million. The junior and senior mezzanine loans bear paid-in-kind interest of 12% and 9%, respectively and mature in May 2017. We account for our investment in 85 Tenth Avenue using the equity method of accounting because we will receive a 49.9% interest in the property after repayment of the junior mezzanine loan. As a result of recording our share of the GAAP losses of the property, the net carrying amount of these loans is $28.2 million on our consolidated balance sheets.

23Item 2. Properties - continued

New York

Square Feet

Under

Development

or Not

Available

Total

Property

Ownership

Type

Occupancy

In Service

for Lease

Property

OTHER (Mart ("theMart")):

theMart, Chicago

100.0%

Office / Retail / Showroom

98.6%

3,639,000

Other⁽¹⁾

50.0%

Retail

95.4%

19,000

Total theMart

98.5%

3,658,000

Vornado's Ownership Interest

98.5%

3,649,000

OTHER (555 California Street):

555 California Street

70.0%

Office

98.4%

1,504,000

315 Montgomery Street

70.0%

Office / Retail

60.4%

232,000

345 Montgomery Street

70.0%

Office / Retail

n/a

64,000

Total 555 California Street

93.3%

1,736,000

64,000

1,800,000

Vornado's Ownership Interest

93.3%

1,215,000

45,000

1,260,000

As of December 31, 2014, our New York segment consisted of 27.6 million square feet in 72 properties. The 27.6 million square feet is comprised of 20.1 million square feet of office space in 31 properties, 2.5 million square feet of retail space in 56 properties, four residential properties containing 1,654 units, the 1.4 million square foot Hotel Pennsylvania, and our 32.4% interest in Alexander’s, Inc. (“Alexander’s”), which owns six properties in the greater New York metropolitan area. The New York segment also includes 10 garages totaling 1.7 million square feet (4,909 spaces) which are managed by, or leased to, third parties.

OTHER (Vornado Capital Partners Real Estate Fund ("Fund")) ⁽⁴⁾ :
800 Corporate Pointe, Culver City, CA (2 buildings)		100.0%	Office	57.0%		243,000	-	243,000
Crowne Plaza Times Square, NY		75.3%	Office / Retail / Hotel	87.9%		235,000	-	235,000
Lucida, 86th Street and Lexington Avenue, NY
	(ground leased through 2082) (39 units)	100.0%	Retail / Residential	100.0%	⁽²⁾	154,000	-	154,000
1100 Lincoln Road, Miami, FL		100.0%	Retail / Theatre	100.0%		128,000	-	128,000
11 East 68th Street Retail, NY		100.0%	Retail	100.0%		8,000	3,000	11,000
501 Broadway, NY		100.0%	Retail	100.0%		9,000	-	9,000
Total Real Estate Fund Properties				80.9%		777,000	3,000	780,000

Vornado's Ownership Interest				82.1%		213,000	1,000	214,000

New York lease terms generally range from five to seven years for smaller tenants to as long as 20 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 their 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 free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

OTHER (Other Properties):

Wayne Town Center, Wayne

(ground leased through 2064)

100.0%

Retail

100.0%

635,000

20,000

655,000

Annapolis

(ground leased through 2042)

100.0%

Retail

100.0%

128,000

Total Other Properties

100.0%

763,000

20,000

783,000

Vornado's Ownership Interest

100.0%

763,000

20,000

783,000

(1)

Denotes property not consolidated in the accompanying consolidated financial statements and related financial data included in the Annual Report on Form 10-K.

(2)

Excludes residential occupancy statistics, which are shown on page 25.

(3)

As of December 31, 2015, we own junior and senior mezzanine loans of 85 Tenth Avenue with an accreted balance of $164.6 million. The junior and senior mezzanine loans bear paid-in-kind interest of 12% and 9%, respectively and mature in May 2017. We account for our investment in 85 Tenth Avenue using the equity method of accounting because we will receive a 49.9% equity interest in the property after repayment of the junior mezzanine loan. As a result of recording our share of the GAAP losses of the property, the net carrying amount of these loans is $24.8 million on our consolidated balance sheets.

(4)

We own a 25% interest in the Fund. The ownership percentage in this section represents the Fund's ownership in the underlying asset.

~~As of December 31, 2014, the occupancy rate for our New York segment was 96.9%.~~24

Occupancy and weighted average annual rent per square foot:
	Office:
				Vornado's Ownership Interest
								Weighted
			Total					Average Annual
			Property		Occupancy			Rent Per
		As of December 31,	Square Feet	Square Feet	Rate			Square Foot
		2014	20,052,000	16,808,000		96.9	%	$	65.37
		2013	19,217,000	15,776,000		96.5	%		61.86
		2012	18,792,000	15,811,000		95.7	%		60.18
		2011	18,637,000	15,664,000		96.1	%		58.68
		2010	15,592,000	14,413,000		96.0	%		56.13
	Retail:
				Vornado's Ownership Interest
								Weighted
			Total					Average Annual
			Property		Occupancy			Rent Per
		As of December 31,	Square Feet	Square Feet	Rate			Square Foot
		2014	2,450,000	2,179,000		96.4	%	$	174.08
		2013	2,370,000	2,147,000		97.4	%		162.92
		2012	2,192,000	2,032,000		96.8	%		148.71
		2011	2,234,000	1,975,000		95.6	%		105.36
		2010	1,991,000	1,899,000		96.4	%		101.82

New York

Residential:
		Number of	Occupancy			Average Monthly
	As of December 31,	Units	Rate			Rent Per Unit
	2014	1,654		95.2	%	$	3,163
	2013	1,653		94.8	%		2,864
	2012	1,651		96.5	%		2,672

As of December 31, 2015, our New York segment consisted of 29.3 million square feet in 84 properties. The 29.3 million square feet is comprised of 21.3 million square feet of office space in 35 properties, 2.6 million square feet of retail space in 65 properties, 1,711 units in eleven residential properties, the 1.4 million square foot Hotel Pennsylvania, and our 32.4% interest in Alexander’s, Inc. (“Alexander’s”), which owns seven properties in the greater New York metropolitan area. The New York segment also includes 11 garages totaling 1.7 million square feet (4,980 spaces) which are managed by, or leased to, third parties.

24New York lease terms generally range from five to seven years for smaller tenants to as long as 20 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 their 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 free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

NEW YORK – CONTINUED
Tenants accounting for 2% or more of revenues:
					Percentage of		Percentage
		Square Feet	2014		New York		of Total
	Tenant	Leased	Revenues		Revenues		Revenues
	IPG and affiliates	755,000	$	40,327,000	2.8	%	1.5	%
	AXA Equitable Life Insurance	423,000		37,725,000	2.6	%	1.4	%
	Macy’s	646,000		35,337,000	2.4	%	1.3	%

As of December 31, 2015, the occupancy rate for our New York segment was 96.4%.

2014 rental revenue by tenants’ industry:
Occupancy and weighted average annual rent per square foot:
	Industry		Percentage
	Office:
	Office:
					Vornado's Ownership Interest
		Financial Services	14	%
									Weighted
		Communications	7	%
				Total					Average Annual
		Family Apparel	6	%
				Property		Occupancy			Rent Per
		Real Estate	6	%
		As of December 31,		Square Feet	Square Feet	Rate			Square Foot
		Legal Services	6	%
		2015		21,288,000	17,627,000		96.3	%	$	66.62
		Insurance	4	%
		2014		20,154,000	16,622,000		96.9	%		65.34
		Advertising / Marketing	4	%
		2013		18,744,000	15,303,000		96.4	%		62.20
		Publishing	3	%
		2012		18,319,000	15,338,000		95.6	%		60.45
		Technology	3	%
		2011		18,164,000	15,191,000		96.0	%		58.96
		Banking	2	%
	Retail:
		Pharmaceutical	2	%
					Vornado's Ownership Interest
		Engineering, Architect & Surveying	2	%
									Weighted
		Home Entertainment & Electronics	2	%
				Total					Average Annual
		Government	2	%
				Property		Occupancy			Rent Per
		Health Services	1	%
		As of December 31,		Square Feet	Square Feet	Rate			Square Foot
		Other	10	%
		2015		2,641,000	2,418,000		96.2	%	$	202.85
			74	%
		2014		2,469,000	2,173,000		96.5	%		173.19
	Retail:
		2013		2,349,000	2,126,000		97.4	%		162.92
		Family Apparel	8	%
		2012		2,171,000	2,011,000		96.8	%		148.71
		Women's Apparel	5	%
		2011		2,213,000	1,954,000		95.6	%		105.36
		Luxury Retail	3	%
		Banking	2	%
		Restaurants	2	%
		Department Stores	1	%
		Discount Stores	1	%
		Other	4	%
			26	%
	Total		100	%

Residential:
		Number of Units	Occupancy			Average Monthly
	As of December 31,	(in service)	Rate			Rent Per Unit
	2015	1,711		94.1	%	$	3,491
	2014	1,678		95.2	%		3,163
	2013	1,672		94.8	%		2,864
	2012	1,673		96.5	%		2,672

NEW YORK – CONTINUED
Lease expirations as of December 31, 2014, assuming none of the tenants exercise renewal options:
					Percentage of		Weighted Average Annual
		Number of	Square Feet of		New York		Rent of Expiring Leases
Year		Expiring Leases	Expiring Leases		Square Feet		Total		Per Square Foot
Office:
Month to month		13	38,000		0.2	%	$	2,044,000	$	53.79
2015		100	846,000	(1)	5.5	%		54,370,000		64.27	(1)
2016		156	1,246,000		8.0	%		78,552,000		63.04
2017		85	713,000		4.6	%		45,551,000		63.89
2018		96	1,017,000	(2)	6.6	%		76,091,000		74.82
2019		95	987,000		6.4	%		66,135,000		67.01
2020		97	1,367,000		8.8	%		81,391,000		59.54
2021		58	1,139,000		7.4	%		74,125,000		65.08
2022		56	862,000		5.6	%		54,673,000		63.43
2023		44	1,587,000		10.2	%		110,510,000		69.63
2024		59	1,098,000		7.1	%		79,538,000		72.44
Retail:
Month to month		4	32,000		1.7	%	$	4,809,000	$	150.28
2015		18	94,000	(3)	5.1	%		20,242,000		215.34	(3)
2016		14	56,000	(4)	3.0	%		16,378,000		292.46
2017		7	14,000		0.8	%		2,999,000		214.21
2018		29	159,000		8.6	%		38,525,000		242.30
2019		20	121,000		6.5	%		30,882,000		255.22
2020		19	61,000		3.3	%		8,909,000		146.05
2021		8	38,000	(5)	2.1	%		7,361,000		193.71
2022		8	30,000		1.6	%		3,641,000		121.37
2023		12	81,000		4.4	%		18,271,000		225.57
2024		11	171,000		9.2	%		53,064,000		310.32
(1)	Based on current market conditions, we expect to re-lease this space at weighted average rents ranging from $70 to $75 per square foot.
(2)	Excludes 492,000 square feet leased to the U.S. Post Office through 2038 (including four 5-year renewal options) for which the annual escalated rent is $11.27 per square foot.
(3)	Based on current market conditions, we expect to re-lease this space at weighted average rents ranging from $550 to $600 per square foot.
(4)	Excludes 141,000 square feet leased to Kmart through 2036 (including four 5-year renewal options) for which the annual escalated rent is $43.94 per square foot.
(5)	Excludes 146,000 square feet leased to Kmart through 2036 (including four 5-year renewal options) for which the annual escalated rent is $37.64 per square foot.

Alexander’s

NEW YORK – CONTINUED


Tenants accounting for 2% or more of revenues:

					Percentage of		Percentage
		Square Feet	2015		New York		of Total
	Tenant	Leased	Revenues		Revenues		Revenues
	IPG and affiliates	830,000	$	43,910,000	2.9	%	1.9	%
	AXA Equitable Life Insurance	481,000		39,751,000	2.6	%	1.8	%

As of December 31, 2014, we own 32.4% of the outstanding common stock of Alexander’s, which owns six properties in the greater New York metropolitan area aggregating 2.2 million square feet, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg L.P. headquarters building. Alexander’s had $1.03 billion of outstanding debt at December 31, 2014, of which our pro rata share was $334.6 million, none of which is recourse to us.



2015 rental revenue by tenants’ industry:


	Industry		Percentage
	Office:
		Financial Services	11%
		Communications	7%
		Real Estate	7%
		Family Apparel	6%
		Legal Services	6%
		Advertising / Marketing	5%
		Insurance	4%
		Technology	4%
		Publishing	3%
		Government	3%
		Banking	3%
		Engineering, Architect & Surveying	2%
		Home Entertainment & Electronics	2%
		Pharmaceutical	1%
		Health Services	1%
		Other	9%
			74%
	Retail:
		Family Apparel	7%
		Women's Apparel	6%
		Luxury Retail	3%
		Restaurants	2%
		Banking	2%
		Department Stores	1%
		Discount Stores	1%
		Other	4%
			26%

	Total		100%

~~Hotel Pennsylvania~~26

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.

NEW YORK – CONTINUED


Lease expirations as of December 31, 2015, assuming none of the tenants exercise renewal options:

					Percentage of		Weighted Average Annual
		Number of	Square Feet of		New York		Rent of Expiring Leases
Year		Expiring Leases	Expiring Leases		Square Feet		Total		Per Square Foot
Office:
Month to month		12	17,000		0.1	%	$	908,000	$	53.41
2016		48	802,000	⁽¹⁾	4.9	%		52,052,000		64.90	⁽¹⁾
2017		109	980,000		6.0	%		57,581,000		58.76
2018		100	1,029,000	⁽²⁾	6.3	%		78,969,000		76.74
2019		109	970,000		5.9	%		67,005,000		69.08
2020		117	1,549,000		9.4	%		95,144,000		61.42
2021		94	1,180,000		7.2	%		77,595,000		65.76
2022		58	530,000		3.2	%		31,568,000		59.56
2023		57	1,717,000		10.4	%		127,573,000		74.30
2024		65	1,214,000		7.4	%		91,671,000		75.51
2025		43	805,000		4.9	%		55,706,000		69.20
Retail:
Month to month		17	16,000		0.8	%	$	1,703,000	$	106.44
2016		24	78,000	⁽³⁾	4.1	%		19,818,000		254.08	⁽³⁾
2017		11	34,000		1.8	%		9,260,000		272.35
2018		24	170,000		8.9	%		42,406,000		249.45
2019		25	181,000		9.4	%		32,081,000		177.24
2020		25	63,000		3.3	%		9,987,000		158.52
2021		11	38,000		2.0	%		7,544,000		198.53
2022		10	35,000		1.8	%		4,261,000		121.74
2023		13	81,000		4.2	%		19,367,000		239.10
2024		17	161,000		8.4	%		58,724,000		364.75
2025		13	43,000		2.2	%		19,329,000		449.51


(1)	Based on current market conditions, we expect to re-lease this space at weighted average rents between $75 to $80 per square foot.
(2)	Excludes 492,000 square feet leased to the U.S. Post Office through 2038 (including four 5-year renewal options) for which the annual escalated rent is $11.42 per square foot.
(3)	Based on current market conditions, we expect to re-lease this space at weighted average rents between $325 to $350 per square foot.

		Year Ended December 31,
		2014			2013			2012			2011			2010
Hotel:
	Average occupancy rate		92.0	%		93.4	%		89.1	%		89.1	%		83.2	%
	Average daily rate	$	161.93		$	158.01		$	152.79		$	152.53		$	144.21
	Revenue per available room	$	148.93		$	147.63		$	136.21		$	135.87		$	120.00

Alexander’s

26As of December 31, 2015, we own 32.4% of the outstanding common stock of Alexander’s, which owns seven properties in the greater New York metropolitan area aggregating 2.2 million square feet, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg L.P. headquarters building. Alexander’s had $1.05 billion of outstanding debt, net at December 31, 2015, of which our pro rata share was $341.3 million, none of which is recourse to us.

~~Washington, DC~~ Hotel Pennsylvania

AsWe ofown ~~December~~the ~~31,~~Hotel Pennsylvania ~~2014,~~which ~~our~~is ~~Washington,~~located DCin ~~segment~~New ~~consisted~~York ofCity 72on ~~properties~~Seventh ~~aggregating~~Avenue ~~19.1~~opposite Madison ~~million~~Square ~~square~~Garden ~~feet~~and ~~comprised~~consists of ~~16.1~~a ~~million~~hotel portion containing 1,000,000 square feet of ~~office~~hotel space inwith ~~59 properties~~1,700 ~~seven~~rooms ~~residential properties containing 2,414 units~~ and a ~~hotel~~commercial ~~property. In~~portion ~~addition~~containing 400, ~~we are in the process of developing a 699-unit residential project with a 37,~~000 square ~~foot~~feet ~~Whole Foods Market at the base~~ of ~~the~~retail ~~building~~ and ~~own~~office 18space.~~2 acres of undeveloped land. The Washington, DC segment also includes 56 garages totaling approximately 8.9 million square feet (29,628 spaces) which are managed by, or leased to, third parties.~~

Washington, DC office lease terms generally range from five to seven years for smaller tenants to as long as 15 years for major tenants, 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 free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

		Year Ended December 31,
		2015			2014			2013			2012			2011
Hotel Pennsylvania:
	Average occupancy rate		90.7	%		92.0	%		93.4	%		89.1	%		89.1	%
	Average daily rate	$	147.46		$	162.01		$	158.01		$	152.79		$	152.53
	Revenue per available room	$	133.69		$	149.04		$	147.63		$	136.21		$	135.87

~~As of December 31, 2014, the occupancy rate for our Washington DC segment was 83.8%, and 25.8% of the occupied space was leased to various agencies of the U.S. Government.~~27

Occupancy and weighted average annual rent per square foot:
	Office:
				Vornado's Ownership Interest
								Weighted
			Total					Average Annual
			Property		Occupancy			Rent Per
		As of December 31,	Square Feet	Square Feet	Rate			Square Foot
		2014	16,109,000	13,731,000		80.9	%	$	42.80
		2013	16,233,000	13,803,000		80.7	%		42.44
		2012	16,106,000	13,637,000		81.2	%		41.57
		2011	16,623,000	14,162,000		89.3	%		40.80
		2010	17,219,000	14,035,000		94.8	%		39.65

Washington, DC

Residential:
		Number of	Occupancy		Average Monthly
	As of December 31,	Units	Rate		Rent Per Unit
	2014	2,414		97.4 %	$	2,078
	2013	2,405		96.3 %		2,101
	2012	2,414		97.9 %		2,145
	2011	2,414		96.6 %		2,056
	2010	2,414		95.5 %		1,925

As of December 31, 2015, our Washington, DC segment consisted of 71 properties aggregating 19.0 million square feet comprised of 15.8 million square feet of office space in 57 properties, seven residential properties containing 2,414 units and a hotel property. In addition, we are developing a 699-unit residential project with a 40,000 square foot Whole Foods Market at the base of the building and own 18.2 acres of undeveloped land. The Washington, DC segment also includes 55 garages totaling approximately 8.8 million square feet (29,322 spaces) which are managed by, or leased to, third parties.

Tenants accounting for 2% or more of revenues:
					Percentage of		Percentage
		Square Feet	2014		Washington, DC		of Total
	Tenant	Leased	Revenues		Revenues		Revenues
	U.S. Government	3,576,000	$	133,050,000	24.8	%	5.0	%
	Boeing	253,000		17,249,000	3.2	%	0.7	%
	Lockheed Martin	329,000		14,755,000	2.8	%	0.6	%
	Family Health International	359,000		12,407,000	2.3	%	0.5	%
	Arlington County	241,000		11,728,000	2.2	%	0.4	%

Washington, DC office lease terms generally range from five to seven years for smaller tenants to as long as 15 years for major tenants, 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 fixed percentage increases. Leases also typically provide for free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.

27As of December 31, 2015, the occupancy rate for our Washington DC segment was 84.8%, and 25.0% of the occupied space was leased to various agencies of the U.S. Government.

WASHINGTON, DC – CONTINUED
Occupancy and weighted average annual rent per square foot:
2014 rental revenue by tenants’ industry:
	Office:
	Industry		Percentage
					Vornado's Ownership Interest
	U.S. Government		29%
									Weighted
	Government Contractors		14%
				Total					Average Annual
	Membership Organizations		8%
				Property		Occupancy			Rent Per
	Legal Services		5%
		As of December 31,		Square Feet	Square Feet	Rate			Square Foot
	Manufacturing		4%
		2015		15,784,000	13,429,000		82.1	%	$	42.65
	Business Services		3%
		2014		15,832,000	13,454,000		80.7	%		42.55
	Management Consulting Services		3%
		2013		15,954,000	13,524,000		80.5	%		42.34
	State and Local Government		2%
		2012		15,829,000	13,360,000		81.1	%		41.46
	Computer and Data Processing		2%
		2011		16,362,000	13,901,000		89.1	%		40.74
	Health Services		2%
	Food		2%
	Real Estate		2%
	Education		2%
	Communication		1%
	Television Broadcasting		1%
	Other		20%
			100%

Lease expirations as of December 31, 2014, assuming none of the tenants exercise renewal options:
	Residential:
							Percentage of			Weighted Average Annual
				Number of			Occupancy				Average Monthly
			Number of		Square Feet of		Washington, DC			Rent of Expiring Leases
		As of December 31,		Units			Rate				Rent Per Unit
	Year		Expiring Leases		Expiring Leases		Square Feet			Total			Per Square Foot
		2015		2,414				96.1	%		$	2,068
	Month to month		38		324,000		3.1	%		$	9,293,000		$	28.70
		2014		2,414				97.4	%			2,078
	2015		211		1,680,000	(1)	16.1	%			72,084,000			42.90	(1)
		2013		2,414				96.3	%			2,101
	2016		140		1,179,000		11.3	%			50,596,000			42.93
		2012		2,414				97.9	%			2,145
	2017		88		626,000		6.0	%			25,649,000			40.97
		2011		2,414				96.6	%			2,056
	2018		97		987,000		9.5	%			43,790,000			44.36
	2019		80		1,557,000		15.0	%			65,604,000			42.13
	2020		61		728,000		7.0	%			36,326,000			49.89
	2021		24		573,000		5.5	%			26,117,000			45.58
	2022		35		963,000		9.3	%			42,194,000			43.80
	2023		12		161,000		1.5	%			7,473,000			46.38
	2024		30		374,000		3.6	%			14,547,000			38.85
(1) Based on current market conditions, we expect to re-lease this space at weighted average rents ranging from $35 to $40 per square foot.

Base Realignment and Closure (“BRAC”)



Tenants accounting for 2% or more of revenues:

					Percentage of		Percentage
		Square Feet	2015		Washington, DC		of Total
	Tenant	Leased	Revenues		Revenues		Revenues
	U.S. Government	3,505,000	$	117,035,000	22.0	%	5.2	%
	Family Health International	341,000		16,622,000	3.1	%	0.7	%
	Lockheed Martin	313,000		14,917,000	2.8	%	0.7	%
	Arlington County	240,000		10,747,000	2.0	%	0.5	%
	Paul Hastings LLP	126,000		10,631,000	2.0	%	0.5	%

Our Washington, DC segment was impacted by the BRAC statute, which required the Department of Defense (“DOD”) to relocate from 2,395,000 square feet in our buildings in the Northern Virginia area to government owned military bases. See page 46 for the status of BRAC related move-outs.28

WASHINGTON, DC – CONTINUED


2015 rental revenue by tenants’ industry:

	Industry	Percentage
	U.S. Government	28%
	Government Contractors	12%
	Membership Organizations	10%
	Legal Services	5%
	Business Services	4%
	Manufacturing	3%
	Management Consulting Services	3%
	State and Local Government	2%
	Computer and Data Processing	2%
	Health Services	2%
	Food	2%
	Real Estate	2%
	Education	1%
	Communication	1%
	Television Broadcasting	1%
	Other	22%
		100%

RETAIL PROPERTIES

Lease expirations as of December 31, 2015, assuming none of the tenants exercise renewal options:

					Percentage of		Weighted Average Annual
		Number of	Square Feet of		Washington, DC		Rent of Expiring Leases
Year		Expiring Leases	Expiring Leases		Square Feet		Total		Per Square Foot
Month to month		44	475,000		4.6	%	$	15,980,000	$	33.63
2016		179	1,304,000	⁽¹⁾	12.6	%		55,319,000		42.42	⁽¹⁾
2017		91	608,000		5.9	%		25,193,000		41.43
2018		113	1,050,000		10.1	%		47,036,000		44.78
2019		92	1,652,000		15.9	%		70,602,000		42.75
2020		81	943,000		9.1	%		44,517,000		47.19
2021		45	655,000		6.3	%		28,854,000		44.03
2022		44	941,000		9.1	%		41,906,000		44.51
2023		13	178,000		1.7	%		8,411,000		47.13
2024		36	462,000		4.4	%		18,545,000		40.17
2025		27	332,000		3.2	%		13,022,000		39.27


(1)	Based on current market conditions, we expect to re-lease this space at weighted average rents between $37 to $42 per square foot.

~~During~~Base ~~2014,~~Realignment ~~we substantially completed our exit from our Retail Properties segment which comprises our non-Manhattan strip shopping centers~~ and ~~regional~~Closure ~~malls business as follows:~~ (“BRAC”)

~~On February~~ ~~24,~~Our ~~2014~~Washington, weDC ~~sold~~segment ~~the~~was ~~Broadway~~impacted ~~Mall~~by inthe ~~Hicksville,~~BRAC ~~Long Island~~statute, ~~New~~which ~~York,~~required ~~for~~the ~~$94~~Department of Defense (“DOD”) to relocate from 2,~~000~~395,000 square feet in our buildings in the Northern Virginia area to government owned military bases. See page 44 for the status of BRAC related move-outs.

On March 2, 2014, we entered into an agreement to transfer upon completion, the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to Pennsylvania Real Estate Investment Trust (NYSE: PEI) (“PREIT”) in exchange for $465,000,000 comprised of $340,000,000 of cash and $125,000,000 of PREIT operating partnership units. The redevelopment was substantially completed in October 2014, at which time we reclassified the assets, liabilities and financial results to discontinued operations. The transfer of the property to PREIT is expected to be completed no later than March 31, 2015.29

~~On July 8,~~OTHER 2014, we sold the Beverly Connection, a 335,000 square foot power shopping center in Los Angeles, California, for $260,000,000, of which $239,000,000 was cash and $21,000,000 was 10-year mezzanine seller financing. INVESTMENTS

~~We sold six small retail assets during 2014 in separate transactions, for an aggregate of $66,410,000 in cash.~~ theMart

OnAs ~~January~~of ~~15,~~December 31, 2015, we ~~spun-off~~own 79the ~~strip~~3.6 million square foot theMart in Chicago, whose largest ~~shopping~~tenant ~~centers~~is Motorola Mobility at 608,000 ~~three~~square ~~malls~~feet, ~~and~~the alease ~~warehouse~~of ~~park~~which tois guaranteed ~~Urban~~by ~~Edge~~Google. theMart ~~Properties~~is ~~(“UE”)~~encumbered by a $550,000,000 mortgage ~~(NYSE:~~loan ~~UE).~~that ~~Beginning~~bears ~~with~~interest ~~the~~at ~~first~~a ~~quarter~~fixed rate of 5.57% and matures in December 2016. As of December 31, 2015, ~~the~~theMart ~~financial~~had ~~results~~an occupancy rate of 98.6% and ~~these~~a ~~properties~~weighted ~~will~~average beannual ~~classified~~rent asper ~~discontinued~~square ~~operations~~foot of $38. 72.

~~Retail~~555 ~~Properties’~~California lease terms generally range from five years or less in some instances for smaller tenants 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 2014.Street

As of December 31, 2015, ~~2014~~we own a 70% controlling interest in a three-building office complex containing 1.8 million square feet, known as the ~~occupancy~~Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district (“555 California Street”). 555 California Street is encumbered by a $589,063,000 mortgage loan that bears interest at a fixed rate ~~for~~of ~~the~~5.10% ~~Retail~~and ~~Properties~~matures ~~segment~~in September ~~was~~2021. As 95of December 31, 2015, 555 California Street had an occupancy rate of 93.93% and a weighted average annual rent per square foot of $65.57.

~~Occupancy~~Vornado ~~and~~Capital ~~weighted~~Partners ~~average~~Real ~~annual~~Estate ~~rent~~Fund ~~per square~~(the ~~foot:~~“Fund”)

Strip Shopping Centers:
			Vornado's Ownership Interest
		Total					Weighted Average
		Property		Occupancy			Annual Net Rent
	As of December 31,	Square Feet	Square Feet	Rate			Per Square Foot
	2014	13,346,000	12,920,000		96.1	%	$	17.45
	2013	13,302,000	12,923,000		95.4	%		17.24
	2012	13,080,000	12,701,000		95.2	%		16.93
	2011	13,126,000	12,747,000		95.3	%		16.69
	2010	13,028,000	12,675,000		94.6	%		15.98

As of December 31, 2015, we own a 25.0% interest in the Fund. We are the general partner and investment manager of the Fund. At December 31, 2015, the Fund had six investments which are carried at an aggregate fair value of $574,761,000. Our share of unfunded commitments is $25,553,000.

Regional Malls:
			Vornado's Ownership Interest
						Weighted Average Annual
						Net Rent Per Square Foot
		Total						Mall and
		Property		Occupancy		Mall		Anchor
	As of December 31,	Square Feet	Square Feet	Rate		Tenants		Tenants
	2014	3,451,000	2,353,000	95.1	%	$	43.89	$	26.30
	2013	3,451,000	2,352,000	95.4	%		43.83		25.95
	2012	3,424,000	2,326,000	93.6	%		46.37		26.20
	2011	3,409,000	2,305,000	92.9	%		45.07		25.49
	2010	3,362,000	2,133,000	93.5	%		45.18		26.47

ITEM 3. LEGAL PROCEEDINGS

29We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

RETAIL PROPERTIES – CONTINUED
Tenants accounting for 2% or more of revenues:
				Percentage of		Percentage of
	Square Feet	2014		Retail Properties		Total
Tenant	Leased	Revenues		Revenues		Revenues
The Home Depot	994,000	$	19,431,000	5.9	%	0.7	%
Wal-Mart	1,439,000		18,144,000	5.5	%	0.7	%
Lowe's	976,000		13,120,000	4.0	%	0.5	%
Best Buy	443,000		12,536,000	3.8	%	0.5	%
The TJX Companies, Inc.	567,000		11,902,000	3.6	%	0.5	%
Stop & Shop / Koninklijke Ahold NV	633,000		10,471,000	3.2	%	0.4	%
Kohl's	716,000		9,554,000	2.9	%	0.4	%
Sears Holding Company (Kmart Corp. and Sears Corp.)	547,000		7,733,000	2.4	%	0.3	%
Shop Rite	337,000		7,587,000	2.3	%	0.3	%
BJ's Wholesale Club	454,000		7,411,000	2.3	%	0.3	%

ITEM 4. MINE SAFETY DISCLOSURES

2014 rental revenue by type of retailer:
	Industry	Percentage
	Discount Stores	20	%
	Home Improvement	11	%
	Supermarkets	11	%
	Family Apparel	8	%
	Restaurants	8	%
	Home Entertainment and Electronics	7	%
	Banking and Other Business Services	4	%
	Personal Services	4	%
	Sporting Goods, Toys and Hobbies	4	%
	Home Furnishings	3	%
	Membership Warehouse Clubs	3	%
	Women's Apparel	3	%
	Other	14	%
		100	%

Not applicable.

RETAIL PROPERTIES – CONTINUED
Lease expirations as of December 31, 2014, assuming none of the tenants exercise renewal options:
					Percentage of		Weighted Average Annual
		Number of	Square Feet of		Retail Properties		Net Rent of Expiring Leases
Year		Expiring Leases	Expiring Leases		Square Feet		Total		Per Square Foot
Strip Shopping Centers:
Month to month		7	38,000		0.3	%	$	1,036,000	$	27.03
2015		32	177,000	(1)	1.3	%		5,798,000		32.62	(1)
2016		60	606,000		4.3	%		10,304,000		16.99
2017		55	425,000		3.0	%		7,525,000		17.69
2018		53	1,293,000		9.2	%		18,767,000		14.51
2019		75	1,317,000		9.4	%		20,056,000		15.23
2020		47	1,142,000		8.2	%		15,751,000		13.79
2021		32	578,000		4.1	%		8,572,000		14.83
2022		43	927,000		6.6	%		11,147,000		12.03
2023		39	1,136,000		8.1	%		18,424,000		16.22
2024		46	1,225,000		8.7	%		14,966,000		12.22
Regional Malls:
Month to month		10	30,000		0.2	%	$	952,000	$	32.10
2015		33	80,000	(2)	0.6	%		3,408,000		42.27	(2)
2016		33	87,000		0.6	%		4,065,000		46.75
2017		21	40,000		0.3	%		2,453,000		61.82
2018		24	53,000		0.4	%		3,476,000		65.09
2019		26	173,000		1.2	%		6,298,000		36.38
2020		23	105,000		0.7	%		4,738,000		45.22
2021		12	130,000		0.9	%		3,721,000		28.72
2022		6	37,000		0.3	%		1,370,000		37.28
2023		8	37,000		0.3	%		1,454,000		39.55
2024		10	105,000		0.7	%		3,253,000		31.06
(1)	Based on current market conditions, we expect the space to be re-leased at weighted average rents ranging from $33 to $37 per square foot.
(2)	Based on current market conditions, we expect the space to be re-leased at weighted average rents ranging from $43 to $47 per square foot.

PART II

31Item 5. Market for Registrant’s Common Equity, Related STOCKholder Matters and issuer purchases of equity securities

~~OTHER~~There ~~INVESTMENTS~~is no established trading market for our Class A units. As of February 1, 2016, there were 1,032 Class A unitholders of record.

~~The~~Recent ~~Mart~~Sales of Unregistered Securities

AsDuring of2015, ~~December~~we 31issued 807,958 ~~2014,~~Class weA ~~own~~units ~~the~~to ~~3.6~~Vornado ~~million~~upon ~~square~~conversion, ~~foot~~surrender ~~the~~or ~~Mart~~exchange inof equity ~~Chicago,~~awards ~~whose~~issued ~~largest~~pursuant ~~tenant~~to isVornado’s ~~Motorola~~omnibus ~~Mobility,~~share ~~guaranteed~~plans byand ~~Google,~~consideration received ~~which~~included ~~leases 608~~$22,~~000~~636,620 ~~square~~in ~~feet~~cash proceeds. ~~The~~In ~~Mart~~addition, ison ~~encumbered~~July ~~by a $550~~31,~~000~~ 2015,~~000~~ ~~mortgage~~we ~~loan~~issued ~~that~~813,900 ~~bears~~Class ~~interest~~A atunits a(valued ~~fixed~~at ~~rate~~approximately of$80,000,000) relating ~~5.57%~~to ~~and~~the ~~matures~~acquisition inof ~~December~~260 ~~2016~~Eleventh Avenue. AsSuch ofunits ~~December~~were ~~31,~~issued in ~~2014~~reliance ~~the~~on ~~Mart had~~ an ~~occupancy~~exemption ~~rate~~from ofregistration ~~94.7%~~under ~~and~~Section 4 a(2) ~~weighted~~of ~~average~~the Securities ~~annual~~Act ~~rent~~of ~~per~~1933, ~~square~~as ~~foot of $35~~amended.~~97.~~

~~555~~Recent ~~California~~Purchases ~~Street~~of Equity Securities

AsIn ofJanuary ~~December 31~~2015, ~~2014,~~ we received ~~own a 70% controlling interest in a three-building office complex containing 1.8 million square feet~~61,476 ~~known~~Class asA ~~the~~units ~~Bank~~from ~~of America Center, located at California and Montgomery Streets~~ Vornado in ~~San~~connection ~~Francisco’s~~with ~~financial~~common ~~district~~shares that ~~(“555~~Vornado ~~California Street”). 555 California Street is encumbered by a $597~~received,~~868,000~~ ~~mortgage loan that bears interest~~ at a ~~fixed~~weighted ~~rate~~average price of 5$120.~~10%~~22 ~~and~~per ~~matures in September 2021. As of December 31~~share, ~~2014,~~as payment ~~555~~for ~~California~~the ~~Street~~exercise ~~had~~price ~~an occupancy rate~~ of ~~97.6%~~certain ~~and~~Vornado’s aemployees’ ~~weighted average annual rent per square foot of $65~~stock options.~~98.~~

~~Vornado Capital Partners Real Estate Fund (the “Fund”)~~31

As of December 31, 2014, we own a 25.0% interest in the Fund. We are the general partner and investment manager of the Fund. At December 31, 2014, the Fund had seven investments which are carried at an aggregate fair value of $513,973,000. Our share of unfunded commitments is $36,031,000.Performance Graph

~~Toys~~The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the Standard & Poor’s 500 Index (the “RS&P 500 Index”) ~~Us,~~and ~~Inc.~~the National Association of Real Estate Investment Trusts’ (“~~Toys~~NAREIT”) All Equity Index, a peer group index. The graph assumes that $100 was invested on December 31, 2010 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.

As of December 31, 2014 we own a 32.6% interest in Toys, a worldwide specialty retailer of toys and baby products, which has 1,826 stores worldwide. Toys had $11.3 billion of total assets and $5.7 billion of outstanding debt at November 1, 2014, of which our pro rata share of the outstanding debt was $1.9 billion, none of which is recourse to us.


	2010		2011		2012		2013		2014		2015
Vornado Realty Trust	$	100	$	95	$	104	$	119	$	163	$	156
S&P 500 Index		100		102		118		157		178		181
The NAREIT All Equity Index		100		108		130		133		171		176

~~ITEM 3. LEGAL PROCEEDINGS~~32

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


ITEM 6. SELECTED FINANCIAL DATA

(Amounts in thousands, except per unit amounts)		Year Ended December 31,
		2015		2014		2013		2012		2011
Operating Data:
Revenues:
	Property rentals	$	2,076,586	$	1,911,487	$	1,880,405	$	1,771,264	$	1,802,871
	Tenant expense reimbursements		260,976		245,819		226,831		207,149		213,200
	Cleveland Medical Mart development project		-		-		36,369		235,234		154,080
	Fee and other income		164,705		155,206		155,571		119,077		123,452
Total revenues			2,502,267		2,312,512		2,299,176		2,332,724		2,293,603
Expenses:
	Operating		1,011,249		953,611		928,565		891,637		878,777
	Depreciation and amortization		542,952		481,303		461,627		435,545		441,223
	General and administrative		175,307		169,270		177,366		167,194		163,238
	Cleveland Medical Mart development project		-		-		32,210		226,619		145,824
	Acquisition and transaction related costs		12,511		18,435		24,857		17,386		34,930
Total expenses			1,742,019		1,622,619		1,624,625		1,738,381		1,663,992
Operating income			760,248		689,893		674,551		594,343		629,611
Income from real estate fund investments			74,081		163,034		102,898		63,936		22,886
(Loss) income from partially owned entities			(12,630)		(59,861)		(340,882)		421,668		115,912
Interest and other investment income (loss), net			26,978		38,752		(24,887)		(261,200)		148,540
Interest and debt expense			(378,025)		(412,755)		(425,782)		(431,235)		(453,420)
Net gain on disposition of wholly owned and partially
	owned assets		251,821		13,568		2,030		4,856		10,856
Income (loss) before income taxes			722,473		432,631		(12,072)		392,368		474,385
Income tax benefit (expense)			84,695		(9,281)		8,717		(8,132)		(23,891)
Income (loss) from continuing operations			807,168		423,350		(3,355)		384,236		450,494
Income from discontinued operations			52,262

PART I

New York:

Washington, DC:

Other Real Estate and Related Investments:

SEGMENT DATA

SEASONALITY

Filing Compare · VORNADO REALTY LP