8-K Vornado Realty Trust Filing Date: 02/12/2019 Event Date: 02/11/2019

Section 1: 8-K (FORM 8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

February 11, 2019

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

No. 001-11954 (Commission File Number)No. 22-1657560

(IRS Employer Identification No.)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

No. 001-34482 (Commission File Number)No. 13-3925979

(IRS Employer Identification No.)

888 Seventh Avenue

New York, New York (Address of Principal Executive offices)

10019 (Zip Code)

Registrant's telephone number, including area code: [phone] Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

• o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 2.02. Results of Operations and Financial Condition.

On February 11, 2019, Vornado Realty Trust (the "Company"), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the fourth quarter of 2018. That press release referred to certain supplemental financial information that is available on the Company's website. That press release and the supplemental financial information are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Exhibits 99.1 and 99.2 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished as part of this Current Report on Form 8-K:

• 99.1 Vornado Realty Trust Press Release Dated February 11, 2019

• 99.2 Vornado Realty Trust supplemental operating and financial data for the quarter ended December 31, 2018

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VORNADO REALTY TRUST (Registrant)

By:	/s/ Matthew Iocco
Name:	Matthew Iocco
Title:	Chief Accounting Officer (duly authorized
officer and principal accounting officer)

Date: February 12, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VORNADO REALTY L.P.

(Registrant)

By:	VORNADO REALTY TRUST,
Sole General Partner
By:	/s/ Matthew Iocco
Name:	Matthew Iocco
Title:	Chief Accounting Officer of Vornado
Realty Trust, sole General Partner of Vornado Realty
L.P. (duly authorized officer and principal accounting
officer)

Date: February 12, 2019

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Section 2: EX-99.1 (EXHIBIT 99.1)

EXHIBIT 99.1

Vornado Announces Fourth Quarter 2018 Financial Results

February 11, 2019 04:30 PM Eastern Standard Time

NEW YORK ....... VORNADO REALTY TRUST (NYSE: VNO) reported today:

Quarter Ended December 31, 2018 Financial Results

NET INCOME attributable to common shareholders for the quarter ended December 31, 2018 was $100.5 million, or $0.53 per diluted share, compared to $27.3 million, or $0.14 per diluted share, for the prior year's quarter. Adjusting net income attributable to common shareholders for the items that impact the comparability of period-to-period net income listed in the table on page 2, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarters ended December 31, 2018 and 2017 was $51.0 million and $65.8 million, or $0.27 and $0.34 per diluted share, respectively.

FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended December 31, 2018 was $210.1 million, or $1.10 per diluted share, compared to $153.2 million, or $0.80 per diluted share, for the prior year's quarter. Adjusting FFO attributable to common shareholders plus assumed conversions for the items that impact the comparability of period-to-period FFO listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended December 31, 2018 and 2017 was $171.4 million and $187.1 million, or $0.90 and $0.98 per diluted share, respectively.

Year Ended December 31, 2018 Financial Results

NET INCOME attributable to common shareholders for the year ended December 31, 2018 was $384.8 million, or $2.01 per diluted share, compared to $162.0 million, or $0.85 per diluted share, for the year ended December 31, 2017. Adjusting net income attributable to common shareholders for the items that impact the comparability of period-to-period net income listed in the table on page 2, net income attributable to common shareholders, as adjusted (non-GAAP) for the year ended December 31, 2018 and 2017 was $243.9 million and $252.9 million, or $1.27 and $1.32 per diluted share, respectively.

FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the year ended December 31, 2018 was $729.7 million, or $3.82 per diluted share, compared to $717.8 million, or $3.75 per diluted share, for the year ended December 31, 2017. Adjusting FFO attributable to common shareholders plus assumed conversions for the items that impact the comparability of period-to-period FFO listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the years ended December 31, 2018 and 2017 was $718.8 million and $713.0 million, or $3.76 and $3.73 per diluted share, respectively.

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The following table reconciles our net income attributable to common shareholders to net income attributable to common shareholders, as adjusted (non-GAAP):

(Amounts in thousands, except per share amounts)Net income attributable to common shareholders

For the Three Months Ended

December 31,

2018

For the Year Ended

December 31,2017

2018

2017

$

100,494

$

27,319

$

384,832

$

162,017

Per diluted share $

0.53 $

0.14 $

2.01 $

0.85

Certain (income) expense items that impact net income attributable to common shareholders:

After-tax net gain on sale of 220 Central Park South condominium units

After-tax purchase price fair value adjustment related to the increase in ownership of

the Farley joint venture

Our share of loss (income) from real estate fund investments (excluding our $4,252

share of One Park Avenue potential additional transfer taxes)

Real estate impairment losses (including our share of partially owned entities) Decrease in fair value of marketable securities resulting from a new GAAP

accounting standard effective January 1, 2018 (including our share of partially

owned entities)

(Income) loss from discontinued operations and sold properties (primarily related to

JBG SMITH Properties operating results and transaction costs through July 17,

2017 spin-off and 666 Fifth Avenue Office Condominium operations through

August 3, 2018 sale)

Tax expense related to the reduction of our taxable REIT subsidiaries deferred tax

assets

Net gains on sale of real estate (including our share of partially owned entities)

Net gain on sale of our ownership interests in 666 Fifth Avenue Office Condominium Net gain on the repayment of our loan investment in 666 Fifth Avenue Office

Condominium

Our share of potential additional New York City transfer taxes based on a Tax

Tribunal interpretation which Vornado is appealing

Preferred share issuance costs

Impairment loss on investment in Pennsylvania Real Estate Investment Trust

("PREIT")

Net gain resulting from Urban Edge Properties ("UE") operating partnership unit

$

(67,336)$

(27,289)

-$ -

(67,336)$

(27,289)

--

24,36612,000

(529)145

23,74910,804

12,000 7,692

3,733

-

30,335

-

(242)

1,664 34,800

5,727 43,615

-- -- -- -

-34,800

(585)

(28,104) (134,032)

(21,574)

--

(7,308)

--

-

23,50314,486

-

- -

-

- 44,465

issuances - - - (21,100)

Net gain on repayment of our Suffolk Downs JV debt investments ---(11,373)OtherNoncontrolling interests' share of above adjustments

1,996 (52,772)

3,268

5,515 41,010(2,539)

4,046 (150,223)

9,285

9,900 97,229(6,382)

Total of certain (income) expense items that impact net income attributable to common shareholders $

(49,504) $

38,471 $

(140,938) $

90,847

$

Net income attributable to common shareholders, as adjusted (non-GAAP)

50,990

$

65,790

$

243,894

$

252,864

Per diluted share (non-GAAP) $

0.27 $

0.34 $

1.27 $

1.32

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