Good morning and welcome to the Vornado Realty Trust, Third Quarter 2021 Earnings Call. My name is Vanessa, and I will be your operator for today's call. This call is being recorded for replay purposes. All lines are in a listen-only mode. Our speakers will address your questions at the end of the presentation during the question-and-answer session. At that time, please press star then one on your touch tone phone. I will now turn the call over to Ms. A - Cathy Creswell, Director of Investor Relations. Please go ahead.

Thank you. Welcome to Vornado Realty Trust, third quarter earnings call. Yesterday afternoon, we issued our third quarter earnings release and filed our quarterly report on Form 10-Q with the securities in exchange commission. These documents as well as our supplemental financial information package, are available on our website. www.neonode.com under the investor relations section. In these documents and during today's call, we will discuss certain non-GAAP financial measures, reconciliations of these measures to the most directly comparable GAAP measures are included in our earnings release Form 10-Q and financial supplements. Please be aware that statements made during this call may be deemed forward-looking statements and actual results may differ materially from these statements due to a variety of risks, uncertainties, and other factors. Please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31st, 2020, for more information regarding these risks and uncertainties. The call may include time-sensitive information that may be accurate only as of today's date. The Company does not undertake a duty to update any forward-looking statements. On the call today from management for our opening comments Steven Roth, Chairman and Chief Executive Officer and Michael Franco, President Chief Financial Officer. Our senior team is also present and available for questions. I will now turn the call over to Steven Roth.

Thanks, Cathy, and good morning, everyone. I begin by saying that I am feeling quite optimistic about the economy, about New York City and about our business. New York City is recovering rapidly. The apartment market is a case in point. It suffered a vicious decline to 17% occupancy. Nothing like that -- nothing even close to that has ever happened before as renters gave up their apartments in the work from anywhere period, to now having recovered to pre-COVID occupancies and even higher than pre-COVID rents. This will go down as the most rapid V-shaped rebound in history. Public transit utilization rates are picking up and public transportation is, of course, the lifeblood of the city. Restaurants and sporting venues are literally jam-packed and Broadway and other cultural venues have reopened. With travel restrictions coming off this month, international tourists will be returning. We can see increased automobile and pedestrian traffic everywhere. Vaccination rates among office workers are at high levels, I'm guessing around 90%. We're hearing unanimously that our tenants want their employees back in the office. Office occupancy has been climbing and this week we are now at 43%. I must admit that our tenants and we are a little frustrated by how long the return to work process is taking. But there's no doubt that work in office will win over work alone at the kitchen table. Key things we are hearing every day are health, wellness, culture, collaboration, purpose, productivity, socialization, all under the mantra of, it's time to get back to work. While the timing of complete return to the office at each Company's hybrid plan are still unknowable, it is clear to me that the office is still, and will be the center of work and of success. Importantly, our business is revolving…

Thank you, Steve, and good morning, everyone. I will start with our third quarter financial results and then end with a few comments on the leasing and capital markets. With the recovery in New York City occurring as Steve described in his opening remarks, so is our business and financial results. Third quarter comparable FFO as adjusted was 71 cents per share, compared to 61 cent for last year's third quarter, an increase of 10 cents or 16%. The increase would have been 26%, but for the once every 3 year [Indiscernible] real estate tax increase, which is largely reimbursed by tenants next year, sort of a timing issue, if you will. We have provided a quarter-over-quarter bridge in our earnings release on Page 5, and our financial supplement on page 7. The increase was driven by the following items; $0.10 from tenant related activities, including $0.06 from the commencement of new leases, and $0.04 from the non-recurrence of straight-line rent and tenant receivable write-offs impacting the prior period. $0.04 from the continued improvement are variable businesses. $0.02 from the acquisition of our partner's 45% interest in One Park Avenue in August. And $0.02 from lower G&A resulting from our overhead reduction program last December. The total of these increases is partially offset by the following decreases: $0.06 from the already mentioned real estate tax expense accrual due to an increase in the triennial tax assessed value of The MART, which as I said, will be largely billed back to tenants beginning of January 2022. And $0.02 from an increase in other miscellaneous expenses primarily related to our new preferred issuance, partially offset by interest expense savings. Our third quarter comparable results are ahead of the 2020 fourth quarter run rate we discussed at the beginning of the year and…

Thank you. We will now begin the question-and-answer session. [Operator Instructions]. Each caller will be allowed to ask a question and a follow-up question before we move to the next caller. We have our first question from Emmanuel Korchman with Citi.

Hey, good morning. It's Michael Bilerman here with Manny. Maybe if I can just start on putting capital to work. What's your current appetite to go out and buy assets? You obviously did the Park Avenue buyout of your joint venture partner. And so is that something Michael, you talked about the market with increased activity that you want to participate in, or are you just hoarding your capital at this point to pursue all the development and redevelopment types of activities. And maybe just talk a little bit about if you are going to go external, whether you look at other property types rather than just office.

Sure. Good morning, Michael. Like the -- in terms of the capital deployment, we look at everything in the marketplace. As you know, there's been very little that's transacted for probably the first 12 months of the pandemic. And frankly, with short-term rates at basically 0, and long-term rates quite low as well, there's been very little pressure on sellers. So you're seeing very little transaction activity. You're starting to see that pick up now with assets being brought out and to-date, the buyer universe, I would say, has generally been driven by players that use higher leverage, although we're still in the early days. So to the extent we see compelling opportunities, we would act on those, so far the pricing is frankly not been compelling and as we compare both to what we're doing in Penn and prospectively what we can do in Penn, those continue to be more attractive than just buying another asset that we're going to stabilize at a 5% yield after spending a lot of money and capital to lease it up or just to buy it so f. We look, we're going to continue to look if we find something interesting, we would certainly act on it. We have the capital to do that. But to date, capital continues to price assets quite aggressively, now withstanding the volume of activity is still down.

And then, can you just -

Michael, hang on.

Yes, Steven.

Let me just give word on that -- let me just add a little bit to what Michael Franco said. I mean, look, there has to be accretion in everything that we would buy. Right now, the myth is [Indiscernible] So our stock fails in the marketplace, I don't know what it is, probably close to an 8% cap rate. Assets in our -- in Manhattan of office buildings that we would even consider all sell at sub-5, so you can't -- that math is topsy - turvy, it makes no sense to buy an asset for 5%. And by the way when you take the capital that's required for these -- to service these assets year-over-year, maybe the cash-on-cash is 4%, when on stock they're selling for [Indiscernible] %. Anything that we would do, there would be dilutive to shareholder wealth and obviously we're not going to do that. If we saw an empty building, by the way, that we could buy where we thought we could create a great deal of value, we might do that. So generally speaking, it's very difficult to -- for us to transact and grow right now. And so -- and what we do have -- on the other side of that is we do have liquidity. We do have a very, very, very dry powder balance sheet, and we do have great opportunities to assertively spend that capital that's on our balance sheet in the Penn district. So that's our main focus right now is in the Penn district. So I'm just doubling down with what Michael said.

Well, that's helpful and just as a follow-up, Steve, just on the Penn district, where do things currently stand in terms of pursuing the tracker? I know it's probably a little bit longer than you would like to have everything prepared and ready to go. So maybe just give us a little bit of an update where you are internally, in terms of preparing all the financial and getting all that done. And also externally with a lot of new governmental partners coming in to new seats. How is that all playing into sort of the timing of getting this tracker out to the marketplace?

Michael, thanks for that question. I've remained committed to the tracker. And let's understand what I remain committed to, I remain committed to allowing our investors through queues between our stable core business on one hand, and then the Penn district, which is our high-growth development segment of our business, and to be able to invest in either of those individually or both of those. We are very, very, very strong believers that we will create enormous values in the PENN district, we will create a district that will command premium pricing, and we couldn't be more excited about. it. I remain committed to it, number 1. Number 2, is we are well along with the paperwork and what have you that would be required to do it to launch. We recognize what you said and that is we are seeing a complete turnover in government -- in senior government officials, and we have pending matters with them. And so obviously we're going to maybe slide a little bit as the -- as that all plays out. We are very optimistic that the new government leaders at the [Indiscernible], let me see, how do I say this, will be constructive, will be business-friendly and recognize that the Penn district is something that requires and demands their attention, and we believe we will get that, their positive attention. The next thing is I read in amongst the item is some skepticism about the idea of separating the Penn district. I'm very surprised at that. There's a -- I'm as enthusiastic about this as I've ever been about any project in my career, so I'm having trouble understanding it. Also, we have had conversations with multiple real estate investors as opposed to stock investors who share our judgment and my judgment about the potential of the Penn district. But from the point of view of the analyst community, I'm almost starting to believe that we are in a [Indiscernible] mode. What that means is that we have to knock off some more leasing to be able to surface the values. That's basically what's going on. We have no counter party in the tracker, we have no timetable. It's going to slide a little bit, not too much. And we think it's going to be smashing really successful.

And I appreciate those comments and well, Steve, I think part of the skepticism out of the investment community, I think everyone recognizes what the Penn district represents. I've been following your Company for an almost 25 years and we've watched that area transform. And it's always been that opportunity. I couldn't go through the list of, I think you've called it the big kahoona (ph), a lot of other things. I think it is a similar. It's in the same business that you are in, even though I would concur with your phrasing that you have core assets in this big development opportunity. I think trackers has typically been used where it's a business that is different than the parent Company and has other comps or other things in there in terms to highlight that value, your comments about the private markets are much more akin to where I think investors want to be able to highlight. But to your point, you don't want to give up a part of that project to private that's going to make all the money versus something that you believe should endure to Vornado shareholders. Is that fair comment?

I guess so I mean the comment was so like the I think really follow all of it. And the answer is that I understand the skepticism. I said, I'm looking at it as a show-me project. And believe me. We will show you.

Great. Alright, thanks for the time, Steve.

And thank you. Our next question is from Steve Sakwa with Evercore ISI

Thanks. Good morning. I guess first Michael, I wanted to just follow up on your comments about the robust leasing pipeline. If you could just maybe provide a little more color on how much of that activity is for either Penn 2 or some of the other developments, and how much is for current vacancy, or how much of that is forward renewals. I guess some kind of a split on new versus renewals would be helpful, thanks.

I'm going to let Glenn take it, Steve, but the answer is yes. Glenn, why don't you give some color on all that.

Hi, Steve. So it's a very strong mix of everything. New deals, both in Penn, new deals in the core portfolio, strong renewal activity throughout all of it, and expansions everywhere. We're seeing strength throughout the portfolio, both in Penn and the core portfolio in all different shapes and sizes, with all different industry [Indiscernible]. Things have picked up really well since [Indiscernible], spoke.

And maybe just as a quick follow-up, when you're sort of talking to the tenants about space needs, and space planning, what is the densities look like particularly on carrying the new deals and how do they compare from a space per employee perspective to maybe deals from two years ago?

Sorry, I said this last couple of calls we've seen no change at all in density. You're seeing maybe a different mix of collaborative space, communal space, versus cubical office. But generally, no change. People are planning for the future. They are back at it. A lot of them were acting as if it's pre -pandemic times. Growth, new fresh start. All about talent recruitment and moving forward.

You know, Steven, in your question and then a lot of the questions or comments in the reports from different analysts, there remains a skepticism as to whether New York is going to recover, or whether people want to be in the office, etc. And a little bit picking up on Steve's comment, I think we're sort of in a show-me mode in terms of when we put the points up on the board, people see it. But as we look at the pipeline, there is activity literally at every building, all types of users. Steve commented on the voracious appetite of tech is stronger now than it was pre-COVID. And the financial types are booming, we're seeing heavy activity there. You have an economy where companies are doing very well, they're in growth mode and that's reflective -- reflected in our pipeline. I think the leasing market is sending a very strong signal that New York is going to be fine, New York is going to be one of the winners, companies want to locate here, and I think you're going to see those stats continue to get posted over the next several quarters. Obviously, this quarter was a good start, but there's much more in the queue across our portfolio.

Great. And then I guess --

Steve, good morning. Look, the stock market -- as you look at the price of our stock and the sister companies in the industry, they were all extremely, extremely depressed, and they are doubling the press from where they were pre-COVID. There is, in the stocks, in my mind, the sentiment that everybody is confused, uncertain and worried about work from home, and how it will affect the CBD office business. Okay. We acknowledge that. We believe two things. Number 1 -- well, actually a couple of things. Number 1, we believe in New York. We are seeing in the field that people are committed to New York, they're committed to stay in New York, they're committed to grow in New York. That's for the financial services industry, etc., the media industry, the entertainment industry and double and triple for the tech industry, because the body of the scale of New York can't be replicated anywhere. I mean, if you just take 2 or 3 of the leading trillion dollar tech firms, the leases they've signed in the last 14, 15 months, they need 15,000 engineers to fill that space. You can't get that in Austin, or Nashville, or wherever. The scale of New York is winning the day, plus the talent pool, that's factor number 1. Factor number 2 is the business leaders that we deal with every day they understand work at all, they grappling with what their policies are going to be what the hybrid solutions are going to be three days in the office, four days in the office, whatever it is, they know that they're grappling with it now. Yet they continue to believe that they need office space, lots of it, In fact, higher quality office space. Just to recruit their talent and retain that talent, so we're finding in the marketplace as the economy between actually a very aggressive and robust demand for space from the big boys in each of the major industries. And the uncertainty, the skepticism of work-from-home in the marketplace. So we're betting that our tenants know what they are doing, as we think that -- so we think that work from the office will win, it will be nipped around the edges by some hybrid thing, people work from home some number of days a week, but the people we talked to everybody, they want the people back in the office. That's the way they grow their businesses and they are really serious about it, so we think that's the answer. We are very-very pleased with the demand for space, notwithstanding the uncertainty that's in the securities market.

Great. And just as a quick second question. Michael, you -- the trade shows I know were back a little bit in the third quarter and I know -- I think last quarter you had mentioned that, I think, NeoCon was moving into fourth quarter. Do you have any sense at this point as to how big trade shows could be in the fourth quarter? And I guess, what's on the books for next year already? And how do the sizes shape up to pre -pandemic?

We had -- since July Steve, we produced 8 trade shows, including our 2 larger shows [Indiscernible] and the Armory show in New York. Obviously there were travel restrictions, particularly internationally, which impacted attendants. So I would say levels are probably closer to half of what they were historically. But they were put on successfully, we got the machine working again. And obviously, performance year-over-year was positive. Our expectation is that we're going to put on a full set of trade shows next year. We're going to see if substantial recovery. I think just being realistic, we don't think trade shows come back fully in '22, it's probably '23 before that fully stabilizes but in 2021, overall, trade shows don't contribute a lot to our variable businesses as we currently project. And next year, we think the number will be several million dollars incremental. I don't want to give you a number today, just because we need to spend a little time with our team, refine that and obviously it's a guess. But we do think the trend line -- now that the machinery is working, people are getting used to it, international travel has opened back up, we'll see a decent recovery next year.

Great, thanks.

Hi, Steve, the overriding the overriding fact is that these trade shows are desperately important to our clients. As the major sales activity for each of these individual companies. So the trade shows are here to stay they are really important, okay? So we can't predict what's going to happen in this quarter, next quarter. But our budgets show that a couple of years out, the trade show business will get back to where it was pre, and the main reason is because this is a really important business to our clients.

Great. Thanks, that's it.

And thank you so much. We have our next question from Nick Yulico with Scotiabank.

Thanks. Good morning, everyone. Just going back to leasing activity. You're talking about the pipeline being pretty strong, not that much in expirations next year. How should we -- is there any preview you can give us about how to think about occupancy and how it could trend, I guess, in particular, the New York City office portfolio?

Glenn.

Michael -- Nick, Michael mentioned it in his remarks. We believe our office occupancy is bottomed. We're now at 91.6%. And we think it's going to continue to improve quarter-to-quarter based on the action we have. Historically, we were at 96%, 97%, so where we are was all due to COVID. We're on our way back, We feel it's getting better and that we have hit the inflection point and going back up.

Okay, thanks. And then, second question is just about the Penn district, and then, talk about Hotel Penn being the prime development site in the city, and going back to your prior disclosures on that, you had, I think, about -- in your NAV estimated $500 million for that project, which is about $250 a foot, of zoning -- zoning -- per zoning, I guess. And I guess I'm wondering if that's still the thought on the value of that there, and then as well how we should think about Penn 1, where you have the ground lease reset coming in 2023. Do you have any update there on how we should think about is Hotel Penn at $250 a foot number a good way to think about the potential land value reset at Penn 1?

We continue to be happy with the number that's in our NAV. We see no reason to raise it. And with respect to the rent arbitration, we have no comments.

Okay, I guess just in terms of I mean should we think about that $250 a foot value that was employed for Hotel Penn being a reasonable number to think about Penn 1 which is right across the street?

It would be inappropriate for us to lead you either way in terms of your internal calculation. I am not going to do that. I don't think it's appropriate. And I'm not going to talk about a very important financial arbitration in this format.

Okay. Yeah, the reason I ask is because you do have that footnote in the supplement talking about the ground value reset could be material impacting the yield on the project, so at some point it would be helpful to understand potential land value reset there. Thanks.

I think the disclosure in the footnote is appropriate. And obviously, the final answer is unknowable and we'll through the process and we'll hope for the best.

Thanks.

Thank you.

We have our next question from Jamie Feldman with Bank of America.

Thank you and good morning. I'd like to go back to your comments on retail. It sounds like you think you could be bottoming here? Your thoughts on why? And what we should expect going forward.

Jamie, look, I think the comments on retail are reflective of what we're seeing on the ground from tenants. Tenants were in a shell for a year. Obviously, there were few people on the streets, vacancy was high and not much was going on. Now the transaction machine is working again, people are back out on the streets, you're seeing tourism pick up, albeit it's all been domestic so far. International tourism will kick off actually in the next week, which should be another shot in the arm for the city. And we don't expect the snap-back, the 60 million people immediately. But that's the term line from the city being opening, and the attendance at sporting events and Broadway shows, and other things, is quite good and quite indicative of what we think is going to happen. Retailers want to know there's shoppers out there, and there are clearly shoppers out there again. And we've talked about the flight to quality in the best locations and that's continuing to occur, we've been a beneficiary of that, at a place like a Fuller, for example, at a place like a 770, which is a prime spot for Wegmans to go to. And fundamentally, we're seeing more interest from retailers. By the way, that's all sub-markets, right? the tourist oriented sub-markets of 5th Avenue and Times Square, obviously, you would expect to be the ones to come back to last because that's so dependent on tourism, and with that now opening up, retailers want to see it happen. But again, even there, we're seeing inquiry from tenants in both those sub-markets, rents are obviously down that's inducing demand. And so there's discussions that are underway and action that's occurring. That's what gives us, I think, the confidence to make that statement. I think Steve was pretty clear. Activity has to happen before you start getting rental movement and it's going to take, I think, a decent amount of activity before that happens. I wouldn't expect rents to rise near-term, but once we start getting some pace of transactions, I think that'll be a shot in the arm for the market.

But to be clear, this is going to be a multi-year recovery. This is not going to be a rapid V-shape rebound. It's going to take years for this market to recover. And it may never recover to the peaks that we're 5 or 7 years ago.

Okay. Thank you. And then I -

[Indiscernible] volume and it will recover. And think about it this way. The shutdown from COVID was probably the most dramatic a bit that any of us have ever lived through. The total shutdown of the global economy. I mean, that's never happened before. The retailers, hotels, airlines, etc. The suffering was monumental. The first reaction from the retailers was to go into a shell, stop everything, and shed liability. The market went stone cold for the better part of 2 years. People are now understanding that there is life after it. People are succeeding. The better retailers are actually thriving from the pent-up demand. And we are seeing a very, very robust pickup in interest and demand. We are not seeing an aggressive increase in pricing that people are willing to pay. We're bottomed, we're in a recovery, we are budgeting and underwriting that the recovery will be slow paced.

Okay. Thank you. And then I guess if you think about the --

I'm sorry, just to continue the last thing. And we did reaffirm our guidance on retail in my prepared remarks.

Right. Do you see -- I know in your prepared remarks, you mentioned the sales. Do you see yourself selling more or do you see yourself actually buying going forward?

We certainly are open to buy. We are certain probably the most expert in retail around. And we will buy the highest-quality at very attractive prices, and there hasn't been that kind of availability or offering yet. I said -- let me give you a feeling for the 5 assets that we have either sold, the kind that we sold [Indiscernible] it was. Okay. Number 1, those assets this year we are losing, actually had a negative income of more than $3 million. I think we said in the press release that the occupancy was 30%, and the vacancy therefore was 70%. That is accurate of course. But there's one track choice that you have to consider. There is one tenant in those 5 properties that is basically a swing tenant who is rebuilding a store. And so if you take that out and we know for sure that that tenant is going to leave in a couple of years because it's a swing tenant. It's not pop-up, it's a swing tenant. And so if you take that out, I think the occupancy is 11%. If you take that into account and by the way, if you take the -- so then we make the -- when that goes away the earnings are -- the negative earnings are greater than $3 million. The capital -- if you add the capital that would be required to lease up those 5 properties. And we have to lease up 90% of them, so it's almost a total lease up job. You take the time, and you take -- our underwriting is how long it will take to climb up to a decent return. Our judgment was that, for our business, it's a proper strategy to sell those assets. And so the proceeds where…

So as you think about putting capital to work, do you still think luxury is the way to go? Or no, you're thinking actually more in middle-of-the-road type brands?

We're agnostic to that. We are retail investors. We love our Times Square assets, which are not really luxury. We love our [Indiscernible] with new assets. And so we're agnostic as to the price point of our customers. We're the landlord business, not in the retail business.

Okay. And if I could just ask, you've had talked about no debt on any of the assets in Penn Station, or at least the development

redevelopment assets. What's the plan there to put more permanent capital on those projects and how do you think about using those funds?

We will obviously have a financing plan for the growth of the Penn district. We're very comfortable now having those assets unencumbered for the moment. And, I think, it's premature to start getting into what are -- what we will -- how we will permanently finance those assets if we do. Our balance sheet strength is based upon a mix of secured debt, unsecured debt, lines of credit, and unencumbered assets are an important part of that. So right now we're very comfortable having those assets unencumbered. We're even more comfortable with having, I don't know, those assets are worth an enormous amount of money, many billions of dollars. We're very comfortable having those assets available as a source of credit should the opportunities come up.

Okay. And I assume that helps with the tracking stock if they're not encumbered, or does that have nothing to do with it?

The tracking stock back will have its own financing plan, which we'll get to when we launch the tracker. But -

Thanks for your time

Having low debt on the tracker is an important part of that strategy.

Okay. All right thank you.

We have our next question from John Kim with BMO Capital Markets.

Thank you. Good morning. I realize the tax estimate at the [Indiscernible] is backward looking, but are you surprised by the level of increase? Given you renovated the assets 5 years ago, over the last year and a half, almost two years, there's been a lot of disruption to the tradeshow and not enough occupancy of the asset. I was wondering if you were surprised by the amount of increase on taxes there?

John, look, I would say anytime your taxes go up 40% something, you're surprised at the magnitude of that. We knew there would be an increase. I think the magnitude surprised the entire market. We were not alone. I think there's been a number of articles written about how most of the large landlords have been impacted by similar increases. It's high, we're certainly going to appeal it, we don't make any promises on that, but it is what it is. And as we said, the meaningful portion of that will be reimbursed by tenants beginning in 2022. And we're -- I think we're no different than the balance of the market, frankly.

A few years ago you gave indication that you thought you could collect 80% of the tax increase as a tenant reimbursement, do you feel like you could still attain that level of reimbursement from your tenants?

Yeah. I think like it's obviously dependent on the occupancy in the building which is down a little bit now, but I think in 75% to 80% is not a incorrect assumption. It'll be in that neighborhood.

Okay. My second question is on Facebook. Now it's called Meta, so I'm looking to expand in New York. I'm wondering if they do expand at 770 Broadway, can you accommodate them without losing Verizon as a tenant?

No.

So the net impact would be nothing?

First of all, these are important clients, and these are pending transactions. We're really not going to speak about anything. We're really not going to get into the detail of it. But obviously, if a tenant moves in and a tenant moves out, the net result will be pretty much the same.

Are you looking elsewhere in your portfolio?

Say it again?

Is Facebook looking elsewhere in your portfolio to expand?

We're not going to comment on Facebook or pending transactions with important clients.

Okay. Thank you.

And thank you. As a reminder, [Operator Instructions]. Our next question is from Alexander Goldfarb with Piper Sandler.

Hey, good morning. Morning down there, Steve. Want to go back to Michael's opening questions. And I think you can appreciate the skepticism, I mean, the original Penn Station was around for about 50 years. And you guys have been talking about the redevelopment for 20, clearly enhanced by what's gone on the Westside. But if you're a VNO shareholder, you may or may not be able to hold the tracking stock when it's spun out for whatever fund mandates you have, and if the whole thing that we've been looking at the past 10-15 years has been this holy grail of confluence between Midtown South and the far Westside, now, Penn Station is going to be there, and you're a VNO shareholder who has held out for that, how is the tracking stock helpful in that, if not every VNO shareholder can own the tracker, and also, that's where a lot of that revenue growth -- sorry, earnings growth is going to come from, from those lease up. So I think that's the area where people are grappling, which is how does this help an existing shareholder [Indiscernible] be able to actually own a tracker versus right now, they can pencil and model all this upside that you guys have been laying out.

Well, obviously if you sell the tractor, you're not going to benefit from it. I mean, that goes without saying.

But some -- not every firm can own the tracker because of mandates.

We are unhappy with the fact that as you say, some of our shareholders will have to sell the tracker. We've done the calculation, we think at the margin, it is about a significant transfer. And It's unfortunate that some investors have to sell it. But what we're looking at is the greater good is when investors that can keep it or buy it, we think we'll be enormously enhanced by the jibes actions. Said another way, we think that the Penn district future

in the larger Company, where it's diluted is not as good an outcome as if it's separated where it's a pure play for the Penn district. We understand what you're saying. We're unhappy about the fact that some funds we'll have to sell. They are not large number, we think it's handleable. But what we believe is the greater good will be enhanced by the idea.

But it's still a synthetic Steve, isn't it? I mean, it's just laying paper claim to the -- it's not like Alexander's which physically owns those assets. It's just laying claim on paper. It's a synthetic, it's not like it's a direct, correct?

It is -- the answer is, yes. But that's arguments about. The tracker should perform as the assets -- as the underlying assets that it is -- that it tracks as they perform.

Okay.

Actually, if you think about -- I think your Alexander's analogy actually is an interesting one. If you think about Alexander's, Alexander's is an externally advised entity. The public owns 1/3.

Yes.

That stock has done -- when you look at it from the time that development really [Indiscernible] substantially in that Company, has done extraordinarily well. And so I think the corollary here is, actually, quite similar, right? We're in the -- yes we've been talking about it for a long time, but the reality is, the development really just commenced in the last couple of years. And it's underway right now with Farley, Penn 1, Penn 2, and, obviously, a lot more behind that. We've talked about the public owning a portion of it, not all of it, probably less than 1/2 of it. And so if you think about it, it's like Alexander's in the sense of that public tracker is sort of an externally advised entity managed by Vornado very similar to Alexander's. And in terms of the shareholders, that there's no -- the only shareholders that are going to be forced to sell this are some of the index funds. By the way, not all of them, not most of them, but some of them. Any investor that is a active investor that makes dedicated decisions about specific companies can continue down both pieces. By the way, they can [Indiscernible] up even more of the tracker. We talk about this like there's 4 sellers, there's no buyers on the other side. We know for a fact there are investors that have tremendous belief in the Penn District, would like to just own the Penn District, like the higher-risk, higher-reward, believe in what's going on in that part of the city and in what we're doing, and prefer to own that directly and not with everything else. There's going to be -- obviously, it will settle out when we distribute it. There will be some net selling from some of the funds as you alluded to, that have to sell. But we also think there's a group of investors that are not in Vornado, that will sop up that demand. And our goal is for that to trade very well. I think your Alexander's analogy, coming back, that is a very good analogy in terms of the trajectory, that [Indiscernible] once the development commenced.

Okay. And then Steve, going back to the politics, clearly the mayor race, we can only do better. Either candidate is obviously much more pro business, much more understanding of the city than the prior. But when you look at the governor's race, there, Hochul is definitely tracking to the left as she tries to veer off state attorney general, James. So if you look at what's going on in the good eviction, probably end up with state-wide rent control. Why are you optimistic at the state level that it will be as productive and supportive of real estate and business in New York as the mayor election -- when you look at the politics, it seems to be taking the opposite angle?

I can't answer that question, Alex. I mean, we've met the governor. She's a season politician with a 25-year career. She has an entire career of being supportive of business. She understands what's going on in New York, she understands the Penn district, and we believe that she will be a perfectly fine leader. And other than that, I can't get into it. I want to get back for a moment to Michael's very fine answer to your question about the tracker. There are trade-offs here. In order to create a separate legal entity, a spin-off, for example, which we have done twice before with JBG Smith and Urban Edge, we would have to have a totally separate management team, totally separate Board, totally separate everything. That's an untenable -- that's not a doable prospect, and it's untenable, and we can't do it. We need the same people with our leasing and development team, for example. Okay? And also it would be very -- the additional overhead would be enormous. So the trade-off is that we can use the same team, the same board, the same governance, but we can get investors to be able to invest in whichever part of our Company they want them to or both, okay. So it's interesting, I expect that many investors will continue to hold both securities, which is actually the same thing as if we did nothing in terms of separating the tracker. But at the margin, there will be a new group, as Michael said, of investors who actually have a enormous level of enthusiasm for the Westside of New York, for [Indiscernible] coming into New York, and for what we're doing in the Penn district and at the margin, we think it will be a very successful investment.

Okay. Thank you, Steve. Thank you, Michael.

And we have our last question from Ronald Camden with Morgan Stanley.

Two quick ones from me. One is just going back to the retail portfolio, just curious in terms of just more commentary. When retailers are looking at space today, what are they focused on? Is it occupancy costs? Is it gross margin? Is foot traffic levels? Just what's making the marginal decision for retailers maybe today that may have been different pre -pandemic and so forth? Thanks

It's the same as it's always been forever. and that is what sales volume can they do in a particular store versus the cost structure versus the rent? Things are a little different today than they were. Some stores in Manhattan were flagships and advertising for the brand. That's gone by the wayside. Retailers today want to make money at each individual store. The number [Indiscernible] is what they're expected sales volumes will be, versus what the health index would be -- the occupancy cost.

Great. And then if I could just follow-up on the Wegmans deal, just any sort of color on what the opportunity could be in the portfolio. Is there anything different about their lease structure versus a typical structure? Any color would be helpful.

I don't think I have anything to add there. We're replacing -- first of all, 770 Broadway is the Facebook building. We're replacing Kmart with Wegmans, that's a huge uptick. The rent is significantly higher, and it's a traditional lease, it's a long-term lease. And we're very, very excited about it. And there may be other opportunities with Wegmans in the rest of our portfolio.

Great, that's it for me. Thank you.

[Indiscernible] And thank you. We have no further questions in queue. I will now turn the call over to Mr. Steven Roth, Vornado Chairman and CEO, for closing remarks.

Thank you. One final important note before we end this call, and that is that A - Cathy Creswell's -- this is A - Cathy Creswell's final earnings call before she retires. I want to thank her for her many years of service and friendship. We wish her well, And I'm sure everybody on the call wishes her well. We'll see you at the next call. Thanks very much.

And thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.