UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-Q
(Mark one)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2022
Or
☐
TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterlytransition period ended: from:September 30, 2017to
 Or
☐
TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:Commission File Number:001-11954to(Vornado Realty Trust)
Commission File Number:001-34482(Vornado Realty L.P.)

Vornado Realty Trust
Vornado Realty L.P.
Commission File Number:001-11954 (Vornado Realty Trust)
Commission File Number:001-34482 (Vornado Realty L.P.)
Vornado Realty Trust
Vornado Realty L.P.
(Exact name of registrants as specified in its charter)
Vornado Realty TrustMaryland22-1657560
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
Vornado Realty TrustL.P.MarylandDelaware22-165756013-3925979
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
Vornado Realty L.P.Delaware13-3925979
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
888 Seventh Avenue,New York,New York10019
(Address of principal executive offices) (Zip Code)
(212)894-7000
(Registrants’ telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
N/ARegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
(Former name, former address and former fiscal year, if changed since last report)Vornado Realty TrustCommon Shares of beneficial interest, $.04 par value per shareVNONew York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust5.40% Series LVNO/PLNew York Stock Exchange
Vornado Realty Trust5.25% Series MVNO/PMNew York Stock Exchange
Vornado Realty Trust5.25% Series NVNO/PNNew York Stock Exchange
Vornado Realty Trust4.45% Series OVNO/PONew York Stock Exchange
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.
Vornado Realty Trust: Yes☑ No ☐    Vornado Realty L.P.: Yes☑ No ☐ 
 
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).
Vornado Realty Trust: Yes☑ No ☐    Vornado Realty L.P.: Yes☑ No ☐ 





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Vornado Realty Trust:
☑Large Accelerated Filer☐Accelerated Filer
☐Non-Accelerated Filer☐Smaller Reporting Company
Vornado Realty Trust:☐
☑Large Accelerated Filer
☐Accelerated Filer
☐Non-Accelerated Filer (Do not check if smaller reporting company)
☐Smaller Reporting Company
☐Emerging Growth Company
Vornado Realty L.P.:
☐Large Accelerated Filer
☐
Accelerated Filer
☑Non-Accelerated Filer (Do not check if smaller reporting company)
☐
Smaller Reporting Company
☐Emerging Growth Company
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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Vornado Realty Trust: Yes☐   No ☑    Vornado Realty L.P.: Yes☐   No ☑ 
As of SeptemberJune 30, 2017, 189,877,8592022, 191,775,059 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.



EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended SeptemberJune 30, 20172022 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.

The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 93.5% 92.3%limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the quarterly reports on Form 10-Q of Vornado and the Operating Partnership into this single report provides the following benefits:

•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of limited partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facility, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.




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2


To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:
•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
•Note 10.11. Redeemable Noncontrolling Interests/Redeemable Partnership Units
Interests
•Note 12. Shareholders' Equity/Partners' Capital
•Note 18. (Loss) Income Per Share/(Loss) Income Per Class A Unit
•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

4


3


PART I.Financial Information:Page Number
PART I.Financial Information:Page Number
Item 1.
Financial Statements of Vornado Realty Trust:
Consolidated Balance Sheets (Unaudited) as of SeptemberJune 30, 20172022 and December 31, 20162021
56
Consolidated Statements of Income (Unaudited) for the Three and NineSix Months Ended SeptemberJune 30, 20172022 and 20162021
67
Consolidated Statements of Comprehensive Income (Unaudited) for the Three and NineSix Months Ended SeptemberJune 30, 20172022 and 20162021
78
Consolidated Statements of Changes in Equity (Unaudited) for the NineThree and Six Months Ended SeptemberJune 30, 20172022 and 20162021
89
Consolidated Statements of Cash Flows (Unaudited) for the NineSix Months Ended SeptemberJune 30, 20172022 and 20162021
1013
Consolidated Balance Sheets (Unaudited) as of SeptemberJune 30, 20172022 and December 31, 20162021
1215
Consolidated Statements of Income (Unaudited) for the Three and NineSix Months Ended SeptemberJune 30, 20172022 and 20162021
1316
Consolidated Statements of Comprehensive Income (Unaudited) for the Three and NineSix Months Ended SeptemberJune 30, 20172022 and 20162021
1417
Consolidated Statements of Changes in Equity (Unaudited) for the NineThree and Six Months Ended SeptemberJune 30, 20172022 and 20162021
1518
Consolidated Statements of Cash Flows (Unaudited) for the NineSix Months Ended SeptemberJune 30, 20172022 and 20162021
1722
Vornado Realty Trust and Vornado Realty L.P.:
1924
5044
5246
9271
9372
PART II.Other Information:
9472
9472
9472
9472
9472
9473
9473
9674
9575



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4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


(Amounts in thousands, except unit, share, and per share amounts)As of
June 30, 2022December 31, 2021
ASSETS
Real estate, at cost:
Land$2,493,688 $2,540,193 
Buildings and improvements10,054,872 9,839,166 
Development costs and construction in progress711,250 718,694 
Leasehold improvements and equipment122,151 119,792 
Total13,381,961 13,217,845 
Less accumulated depreciation and amortization(3,532,984)(3,376,347)
Real estate, net9,848,977 9,841,498 
Right-of-use assets685,962 337,197 
Cash and cash equivalents988,398 1,760,225 
Restricted cash127,920 170,126 
Investments in U.S. Treasury bills494,045 — 
Tenant and other receivables76,769 79,661 
Investments in partially owned entities3,270,229 3,297,389 
Real estate fund investments930 7,730 
220 Central Park South condominium units ready for sale51,072 57,142 
Receivable arising from the straight-lining of rents687,782 656,318 
Deferred leasing costs, net of accumulated amortization of $226,196 and $211,775378,484 391,693 
Identified intangible assets, net of accumulated amortization of $93,180 and $97,186144,597 154,895 
Other assets397,256 512,714 
 $17,152,421 $17,266,588 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,834,275 $6,053,343 
Senior unsecured notes, net1,190,812 1,189,792 
Unsecured term loan, net792,644 797,812 
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities727,641 370,206 
Accounts payable and accrued expenses463,333 613,497 
Deferred revenue43,904 48,118 
Deferred compensation plan96,202 110,174 
Other liabilities271,788 304,725 
Total liabilities9,995,599 10,062,667 
Commitments and contingencies00
Redeemable noncontrolling interests:
Class A units - 14,287,741 and 14,033,438 units outstanding408,487 587,440 
Series D cumulative redeemable preferred units - 141,400 units outstanding3,535 3,535 
Total redeemable noncontrolling partnership units412,022 590,975 
Redeemable noncontrolling interest in a consolidated subsidiary93,987 97,708 
Total redeemable noncontrolling interests506,009 688,683 
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares1,182,459 1,182,459 
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,775,059 and 191,723,608 shares7,650 7,648 
Additional capital8,339,161 8,143,093 
Earnings less than distributions(3,205,751)(3,079,320)
Accumulated other comprehensive income (loss)73,300 (17,534)
Total shareholders' equity6,396,819 6,236,346 
Noncontrolling interests in consolidated subsidiaries253,994 278,892 
Total equity6,650,813 6,515,238 
 $17,152,421 $17,266,588 
See notes to consolidated financial statements (unaudited).
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(Amounts in thousands, except unit, share, and per share amounts)September 30, 2017 December 31, 2016
ASSETS   
Real estate, at cost:   
Land$3,124,971
 $3,130,825
Buildings and improvements9,824,618
 9,684,144
Development costs and construction in progress1,536,290
 1,278,941
Leasehold improvements and equipment96,820
 93,910
Total14,582,699
 14,187,820
Less accumulated depreciation and amortization(2,805,160) (2,581,514)
Real estate, net11,777,539
 11,606,306
Cash and cash equivalents1,282,230
 1,501,027
Restricted cash103,553
 95,032
Marketable securities193,145
 203,704
Tenant and other receivables, net of allowance for doubtful accounts of $5,539 and $6,70854,769
 61,069
Investments in partially owned entities1,064,982
 1,378,254
Real estate fund investments351,750
 462,132
Receivable arising from the straight-lining of rents, net of allowance of $1,215 and $2,227917,827
 885,167
Deferred leasing costs, net of accumulated amortization of $186,041 and $170,952354,573
 354,997
Identified intangible assets, net of accumulated amortization $144,683 and $194,422166,198
 189,668
Assets related to discontinued operations1,774
 3,568,613
Other assets573,780
 508,878
 $16,842,120
 $20,814,847
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   
Mortgages payable, net$8,131,606
 $8,113,248
Senior unsecured notes, net846,641
 845,577
Unsecured term loan, net373,354
 372,215
Unsecured revolving credit facilities—
 115,630
Accounts payable and accrued expenses412,100
 397,134
Deferred revenue240,377
 276,276
Deferred compensation plan106,244
 121,183
Liabilities related to discontinued operations3,602
 1,259,443
Other liabilities469,919
 417,199
Total liabilities10,583,843
 11,917,905
Commitments and contingencies
 
Redeemable noncontrolling interests:   
Class A units - 12,555,623 and 12,197,162 units outstanding965,276
 1,273,018
Series D cumulative redeemable preferred units - 177,101 units outstanding5,428
 5,428
Total redeemable noncontrolling interests970,704
 1,278,446
Vornado's shareholders' equity:   
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 42,823,428 and 42,824,829 shares1,038,011
 1,038,055
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 189,877,859 and 189,100,876 shares7,571
 7,542
Additional capital7,501,823
 7,153,332
Earnings less than distributions(4,098,127) (1,419,382)
Accumulated other comprehensive income121,801
 118,972
Total Vornado shareholders' equity4,571,079
 6,898,519
Noncontrolling interests in consolidated subsidiaries716,494
 719,977
Total equity5,287,573
 7,618,496
 $16,842,120
 $20,814,847

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per share amounts)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
REVENUES:
Rental revenues$405,194 $339,596 $802,477 $678,913 
Fee and other income48,300 39,345 93,147 80,005 
Total revenues453,494 378,941 895,624 758,918 
EXPENSES:
Operating(222,309)(190,920)(438,838)(381,899)
Depreciation and amortization(118,662)(89,777)(236,105)(185,131)
General and administrative(31,902)(30,602)(73,118)(74,788)
Benefit (expense) from deferred compensation plan liability7,594 (3,378)9,538 (6,623)
Transaction related costs and other(2,960)(106)(3,965)(949)
Total expenses(368,239)(314,783)(742,488)(649,390)

Income from partially owned entities25,720 31,426 59,434 60,499 
(Loss) income from real estate fund investments(142)5,342 5,532 5,173 
Interest and other investment income, net3,036 1,539 4,054 3,061 
(Loss) income from deferred compensation plan assets(7,594)3,378 (9,538)6,623 
Interest and debt expense(62,640)(51,894)(114,749)(101,958)
Net gains on disposition of wholly owned and partially owned assets28,832 25,724 35,384 25,724 
Income before income taxes72,467 79,673 133,253 108,650 
Income tax expense(3,564)(2,841)(10,975)(4,825)
Net income68,903 76,832 122,278 103,825 
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries826 (8,784)(8,548)(14,898)
Operating Partnership(3,782)(3,536)(5,776)(3,865)
Net income attributable to Vornado65,947 64,512 107,954 85,062 
Preferred share dividends(15,529)(16,467)(31,058)(32,934)
NET INCOME attributable to common shareholders$50,418 $48,045 $76,896 $52,128 
INCOME PER COMMON SHARE - BASIC:
Net income per common share$0.26 $0.25 $0.40 $0.27 
Weighted average shares outstanding191,750 191,527 191,737 191,473 
INCOME PER COMMON SHARE - DILUTED:
Net income per common share$0.26 $0.25 $0.40 $0.27 
Weighted average shares outstanding192,039 192,380 192,047 192,207 
See notes to consolidated financial statements (unaudited).

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(Amounts in thousands, except per share amounts)Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
REVENUES:       
Property rentals$432,062
 $411,153
 $1,275,597
 $1,238,903
Tenant expense reimbursements63,401
 60,957
 174,091
 162,831
Fee and other income33,292
 30,643
 98,212
 88,034
Total revenues528,755
 502,753
 1,547,900
 1,489,768
EXPENSES:       
Operating225,226
 213,762
 661,585
 626,546
Depreciation and amortization104,972
 105,877
 315,223
 316,383
General and administrative36,261
 33,584
 122,161
 112,593
Acquisition and transaction related costs61
 1,069
 1,073
 6,697
Total expenses366,520
 354,292
 1,100,042
 1,062,219
Operating income162,235
 148,461
 447,858
 427,549
(Loss) income from partially owned entities(41,801) 3,811
 5,578
 3,892
(Loss) income from real estate fund investments(6,308) 1,077
 (1,649) 28,750
Interest and other investment income, net9,306
 6,459
 27,800
 20,121
Interest and debt expense(85,068) (79,721) (252,581) (250,034)
Net gains on disposition of wholly owned and partially owned assets—
 —
 501
 160,225
Income before income taxes38,364
 80,087
 227,507
 390,503
Income tax expense(1,188) (4,563) (2,429) (8,921)
Income from continuing operations37,176
 75,524
 225,078
 381,582
(Loss) income from discontinued operations(47,930) 25,080
 (14,501) (104,204)
Net (loss) income(10,754) 100,604
 210,577
 277,378
Less net (income) loss attributable to noncontrolling interests in:       
Consolidated subsidiaries(4,022) (3,658) (18,436) (26,361)
Operating Partnership1,878
 (4,366) (9,057) (11,410)
Net (loss) income attributable to Vornado(12,898) 92,580
 183,084
 239,607
Preferred share dividends(16,128) (19,047) (48,386) (59,774)
Preferred share issuance costs (Series J redemption)—
 (7,408) —
 (7,408)
NET (LOSS) INCOME attributable to common shareholders$(29,026) $66,125
 $134,698
 $172,425
        
(LOSS) INCOME PER COMMON SHARE – BASIC:       
Income from continuing operations, net$0.09
 $0.23
 $0.78
 $1.43
(Loss) income from discontinued operations, net(0.24) 0.12
 (0.07) (0.52)
Net (loss) income per common share$(0.15) $0.35
 $0.71
 $0.91
Weighted average shares outstanding189,593
 188,901
 189,401
 188,778
        
(LOSS) INCOME PER COMMON SHARE – DILUTED:       
Income from continuing operations, net$0.09
 $0.23
 $0.78
 $1.42
(Loss) income from discontinued operations, net(0.24) 0.12
 (0.07) (0.51)
Net (loss) income per common share$(0.15) $0.35
 $0.71
 $0.91
Weighted average shares outstanding190,847
 190,048
 191,257
 190,086
        
DIVIDENDS PER COMMON SHARE$0.60
 $0.63
 $2.02
 $1.89

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Net income$68,903 $76,832 $122,278 $103,825 
Other comprehensive income:
Change in fair value of interest rate swaps and other18,380 8,552 83,619 20,193 
Other comprehensive income of nonconsolidated subsidiaries4,755 1,468 13,960 5,059 
Comprehensive income92,038 86,852 219,857 129,077 
Less comprehensive income attributable to noncontrolling interests(4,567)(13,024)(21,069)(20,353)
Comprehensive income attributable to Vornado$87,471 $73,828 $198,788 $108,724 
See notes to consolidated financial statements (unaudited).
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(Amounts in thousands)For the Three Months Ended
September 30,		 For the Nine Months Ended
September 30,
 2017 2016 2017 2016
Net (loss) income$(10,754) $100,604
 $210,577
 $277,378
Other comprehensive income (loss):       
Increase (reduction) in unrealized net gain on available-for-sale securities5,656
 3,685
 (10,559) 42,798
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary(646) —
 8,622
 —
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries(626) (915) (1,657) (1,537)
Increase (reduction) in value of interest rate swaps and other1,973
 7,689
 6,611
 (3,482)
Comprehensive (loss) income(4,397) 111,063
 213,594
 315,157
Less comprehensive income attributable to noncontrolling interests(2,539) (8,665) (27,681) (40,097)
Comprehensive (loss) income attributable to Vornado$(6,936) $102,398
 $185,913
 $275,060

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

(Amounts in thousands, except per share amounts)Non-controlling Interests in Consolidated Subsidiaries
Accumulated
Other
Comprehensive
Income
Preferred SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsTotal Equity
SharesAmountSharesAmount
For the Three Months Ended
June 30, 2022:
Balance as of March 31, 202248,793 $1,182,459 191,743 $7,649 $8,097,523 $(3,154,549)$51,776 $253,112 $6,437,970 
Net income attributable to Vornado— — — — — 65,947 — — 65,947 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 2,590 2,590 
Dividends on common shares
($0.53 per share)
— — — — — (101,624)— — (101,624)
Dividends on preferred shares (see Note 12 for dividends per share amounts)— — — — — (15,529)— — (15,529)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 26 1 859 — — — 860 
Under dividend reinvestment plan— — 7 — 222 — — — 222 
Contributions— — — — — — — 3,772 3,772 
Distributions— — — — — — — (5,467)(5,467)
Deferred compensation shares and options— — — — 146 — — — 146 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 4,755 — 4,755 
Change in fair value of interest rate swaps and other— — — — — — 18,380 — 18,380 
Redeemable Class A unit measurement adjustment— — — — 240,413 — — — 240,413 
Redeemable noncontrolling interests' share of above adjustments— — — — — — (1,611)— (1,611)
Other— — (1)— (2)4 — (13)(11)
Balance as of June 30, 202248,793 $1,182,459 191,775 $7,650 $8,339,161 $(3,205,751)$73,300 $253,994 $6,650,813 
See notes to consolidated financial statements (unaudited).















9
(Amounts in thousands)                  
  Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Accumulated Other Comprehensive Income Non-controlling Interests in Consolidated Subsidiaries Total Equity
  Shares Amount Shares Amount     
Balance, December 31, 2016 42,825
 $1,038,055
 189,101
 $7,542
 $7,153,332
 $(1,419,382) $118,972
 $719,977
 $7,618,496
Net income attributable to Vornado —
 —
 —
 —
 —
 183,084
 —
 —
 183,084
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 18,436
 18,436
Dividends on common shares —
 —
 —
 —
 —
 (382,552) —
 —
 (382,552)
Dividends on preferred shares —
 —
 —
 —
 —
 (48,386) —
 —
 (48,386)
Common shares issued:                  
Upon redemption of Class A units, at redemption value —
 —
 349
 14
 34,550
 —
 —
 —
 34,564
Under employees' share option plan —
 —
 409
 15
 23,877
 —
 —
 —
 23,892
Under dividend reinvestment plan —
 —
 12
 —
 1,119
 —
 —
 —
 1,119
Contributions —
 —
 —
 —
 —
 —
 —
 1,044
 1,044
Distributions:                  
JBG SMITH Properties —
 —
 —
 —
 —
 (2,430,427) —
 —
 (2,430,427)
Real estate fund investments —
 —
 —
 —
 —
 —
 —
 (20,851) (20,851)
Other —
 —
 —
 —
 —
 —
 —
 (1,815) (1,815)
Conversion of Series A preferred shares to common shares (2) (44) 2
 —
 44
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 1
 —
 1,975
 (418) —
 —
 1,557
Reduction in unrealized net gain on available-for-sale securities —
 —
 —
 —
 —
 —
 (10,559) —
 (10,559)
Pro rata share of amounts reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 —
 8,622
 —
 8,622
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 (1,657) —
 (1,657)
Increase in value of interest rate swaps —
 —
 —
 —
 —
 —
 6,611
 —
 6,611
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 286,928
 —
 —
 —
 286,928
Redeemable noncontrolling interests' share of above adjustments —
 —
 ��
 —
 —
 —
 (188) —
 (188)
Other —
 —
 4
 —
 (2) (46) —
 (297) (345)
Balance, September 30, 2017 42,823
 $1,038,011
 189,878
 $7,571
 $7,501,823
 $(4,098,127) $121,801
 $716,494
 $5,287,573


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)

(Amounts in thousands, except per share amounts)Accumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsTotal Equity
SharesAmountSharesAmount
For the Three Months Ended
June 30, 2021:
Balance as of March 31, 202148,793 $1,182,311 191,465 $7,638 $8,080,392 $(2,871,681)$(60,753)$415,278 $6,753,185 
Net income attributable to Vornado— — — — — 64,512 — — 64,512 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 8,308 8,308 
Dividends on common shares
($0.53 per share)
— — — — — (101,522)— — (101,522)
Dividends on preferred shares (see Note 12 for dividends per share amounts)— — — — — (16,467)— — (16,467)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 92 4 4,202 — — — 4,206 
Under employees' share option plan— — — — 6 — — — 6 
Under dividend reinvestment plan— — 4 — 219 — — — 219 
Contributions— — — — — — — 1,547 1,547 
Distributions— — — — — — — (139,180)(139,180)
Deferred compensation shares and options— — — — 225 — — — 225 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 1,468 — 1,468 
Change in fair value of interest rate swaps— — — — — — 8,551 — 8,551 
Redeemable Class A unit measurement adjustment— — — — (16,012)— — — (16,012)
Redeemable noncontrolling interests' share of above adjustments— — — — — — (704)— (704)
Other— (20)— (1)1 (3)1 (3)(25)
Balance as of June 30, 202148,793 $1,182,291 191,561 $7,641 $8,069,033 $(2,925,161)$(51,437)$285,950 $6,568,317 
See notes to consolidated financial statements (unaudited).














10

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
(Amounts in thousands)         
Additional
Capital
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total
Equity
  Preferred Shares Common Shares     
  Shares Amount Shares Amount     
Balance, December 31, 2015 52,677
 $1,276,954
 188,577
 $7,521
 $7,132,979
 $(1,766,780) $46,921
 $778,483
 $7,476,078
Net income attributable to Vornado —
 —
 —
 —
 —
 239,607
 —
 —
 239,607
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 26,361
 26,361
Dividends on common shares —
 —
 —
 —
 —
 (356,863) —
 —
 (356,863)
Dividends on preferred shares —
 —
 —
 —
 —
 (59,774) —
 —
 (59,774)
Redemption of Series J preferred shares (9,850) (238,842) —
 —
 —
 (7,408) —
 —
 (246,250)
Common shares issued:                  
Upon redemption of Class A units, at redemption value —
 —
 293
 12
 28,114
 —
 —
 —
 28,126
Under employees' share option plan —
 —
 106
 4
 5,936
 —
 —
 —
 5,940
Under dividend reinvestment plan —
 —
 12
 —
 1,080
 —
 —
 —
 1,080
Contributions —
 —
 —
 —
 —
 —
 —
 19,699
 19,699
Distributions:                  
Real estate fund investments —
 —
 —
 —
 —
 —
 —
 (59,843) (59,843)
Other —
 —
 —
 —
 —
 —
 —
 (11,631) (11,631)
Deferred compensation shares and options —
 —
 7
 1
 1,370
 (186) —
 —
 1,185
Increase in unrealized net gain on available-for-sale securities —
 —
 —
 —
 —
 —
 42,798
 —
 42,798
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 (1,537) —
 (1,537)
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (3,482) —
 (3,482)
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 (30,260) —
 —
 —
 (30,260)
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 (2,326) —
 (2,326)
Other —
 (1) (1) (1) 1
 (7) —
 86
 78
Balance, September 30, 2016 42,827
 $1,038,111
 188,994
 $7,537
 $7,139,220
 $(1,951,411) $82,374
 $753,155
 $7,068,986
(Amounts in thousands, except per share amounts)Non-controlling Interests in Consolidated Subsidiaries
Accumulated
Other
Comprehensive
(Loss) Income
Preferred SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsTotal Equity
SharesAmountSharesAmount
For the Six Months Ended
June 30, 2022:
Balance as of December 31, 202148,793 $1,182,459 191,724 $7,648 $8,143,093 $(3,079,320)$(17,534)$278,892 $6,515,238 
Net income attributable to Vornado— — — — — 107,954 — — 107,954 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 12,269 12,269 
Dividends on common shares
($1.06 per share)
— — — — — (203,240)— — (203,240)
Dividends on preferred shares (see Note 12 for dividends per share amounts)— — — — — (31,058)— — (31,058)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 42 2 1,575 — — — 1,577 
Under employees' share option plan— — — — 7 — — — 7 
Under dividend reinvestment plan— — 12 — 434 — — — 434 
Contributions— — — — — — — 4,253 4,253 
Distributions— — — — — — — (41,428)(41,428)
Deferred compensation shares and options— — (2)— 292 (85)— — 207 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 13,960 — 13,960 
Change in fair value of interest rate swaps and other— — — — — — 83,619 — 83,619 
Redeemable Class A unit measurement adjustment— — — — 193,762 — — — 193,762 
Redeemable noncontrolling interests' share of above adjustments— — — — — — (6,745)— (6,745)
Other— — (1)— (2)(2)— 8 4 
Balance as of June 30, 202248,793 $1,182,459 191,775 $7,650 $8,339,161 $(3,205,751)$73,300 $253,994 $6,650,813 
See notes to consolidated financial statements (unaudited).














11

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
(Amounts in thousands, except per share amounts)
Earnings Less Than DistributionsAccumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred SharesCommon SharesAdditional CapitalTotal Equity
SharesAmountSharesAmount
For the Six Months Ended
June 30, 2021:
Balance as of December 31, 202048,793 $1,182,339 191,355 $7,633 $8,192,507 $(2,774,182)$(75,099)$414,957 $6,948,155 
Net income attributable to Vornado— — — — — 85,062 — — 85,062 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries
— — — — — — — 14,505 14,505 
Dividends on common shares
($1.06 per share)
— — — — — (202,989)— — (202,989)
Dividends on preferred shares (see Note 12 for dividends per share amounts)
— — — — — (32,934)— — (32,934)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 199 8 8,301 — — — 8,309 
Under employees' share option plan— — — — 10 — — — 10 
Under dividend reinvestment plan— — 10 — 430 — — — 430 
Contributions— — — — — — — 1,547 1,547 
Distributions— — — — — — — (145,057)(145,057)
Deferred compensation shares and options— — (3)— 449 (114)— — 335 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 5,059 — 5,059 
Change in fair value of interest rate swaps— — — — — — 20,193 — 20,193 
Unearned 2018 Out-Performance Plan awards acceleration— — — — 10,283 — — — 10,283 
Redeemable Class A unit measurement adjustment— — — — (142,948)— — — (142,948)
Redeemable noncontrolling interests' share of above adjustments— — — — — — (1,590)— (1,590)
Other— (48)— — 1 (4)— (2)(53)
Balance as of June 30, 202148,793 $1,182,291 191,561 $7,641 $8,069,033 $(2,925,161)$(51,437)$285,950 $6,568,317 
See notes to consolidated financial statements (unaudited).
12

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)For the Six Months Ended June 30,
20222021
Cash Flows from Operating Activities:
Net income$122,278 $103,825 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)246,532 194,225 
Distributions of income from partially owned entities95,494 109,089 
Equity in net income of partially owned entities(59,434)(60,499)
Straight-lining of rents(36,679)9,835 
Net gains on disposition of wholly owned and partially owned assets(35,384)(25,724)
Stock-based compensation expense19,001 27,379 
Change in deferred tax liability6,457 1,192 
Amortization of below-market leases, net(2,404)(5,717)
Net realized and unrealized loss on real estate fund investments1,128 789 
Write-off of lease receivables deemed uncollectible501 5,239 
Other non-cash adjustments1,929 3,033 
Changes in operating assets and liabilities:
Real estate fund investments— (789)
Tenant and other receivables2,388 10,477 
Prepaid assets94,235 127,958 
Other assets(13,455)(26,262)
Accounts payable and accrued expenses(15,283)2,243 
Other liabilities3,321 (3,584)
Net cash provided by operating activities430,625 472,709 
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills(794,793)— 
Development costs and construction in progress(418,748)(269,376)
Proceeds from maturities of U.S. Treasury bills299,668 — 
Proceeds from sales of real estate253,958 3,521 
Additions to real estate(70,046)(90,138)
Proceeds from sale of condominium units at 220 Central Park South16,124 72,216 
Investments in partially owned entities(11,091)(6,357)
Distributions of capital from partially owned entities10,066 106,005 
Acquisitions of real estate and other(1,000)— 
Proceeds from repayments of loan receivables— 675 
Net cash used in investing activities(715,862)(183,454)
See notes to consolidated financial statements (unaudited).

13
(Amounts in thousands)For the Nine Months Ended
September 30,
 2017 2016
Cash Flows from Operating Activities:   
Net income$210,577
 $277,378
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization (including amortization of deferred financing costs)407,539
 446,040
Return of capital from real estate fund investments80,294
 71,888
Distributions of income from partially owned entities65,097
 56,853
Other non-cash adjustments43,921
 33,971
Straight-lining of rents(37,752) (118,798)
Amortization of below-market leases, net(35,446) (41,676)
Net realized and unrealized losses (gains) on real estate fund investments18,537
 (16,513)
Equity in net income of partially owned entities(6,013) (529)
Net gains on sale of real estate and other(3,797) (5,074)
Net gains on disposition of wholly owned and partially owned assets(501) (160,225)
Real estate impairment losses—
 161,165
Changes in operating assets and liabilities:   
Tenant and other receivables, net5,485
 613
Prepaid assets(70,949) (58,998)
Other assets(27,065) (64,200)
Accounts payable and accrued expenses27,609
 4,793
Other liabilities(15,911) (14,274)
Net cash provided by operating activities661,625
 572,414
    
Cash Flows from Investing Activities:   
Distributions of capital from partially owned entities347,776
 102,836
Development costs and construction in progress(274,716) (426,641)
Additions to real estate(207,759) (261,971)
Repayment of JBG SMITH Properties loan receivable115,630
 —
Investments in partially owned entities(33,578) (112,797)
Acquisitions of real estate and other(11,841) (91,100)
Proceeds from sales of real estate and related investments9,543
 167,673
Proceeds from repayments of mortgage loans receivable650
 33
Net deconsolidation of 7 West 34th Street—
 (48,000)
Investments in loans receivable and other—
 (11,700)
Purchases of marketable securities—
 (4,379)
Net cash used in investing activities(54,295) (686,046)


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)



(Amounts in thousands)For the Six Months Ended June 30,
20222021
Cash Flows from Financing Activities:
Repayments of borrowings$(1,240,573)$(1,573,443)
Proceeds from borrowings1,029,773 2,298,007 
Dividends paid on common shares(203,240)(202,989)
Distributions to noncontrolling interests(56,589)(159,926)
Debt issuance costs(31,718)(32,875)
Dividends paid on preferred shares(31,058)(32,934)
Contributions from noncontrolling interests4,253 1,547 
Proceeds received from exercise of employee share options and other441 440 
Repurchase of shares related to stock compensation agreements and related tax withholdings and other(85)(114)
Net cash (used in) provided by financing activities(528,796)297,713 
Net (decrease) increase in cash and cash equivalents and restricted cash(814,033)586,968 
Cash and cash equivalents and restricted cash at beginning of period1,930,351 1,730,369 
Cash and cash equivalents and restricted cash at end of period$1,116,318 $2,317,337 
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,760,225 $1,624,482 
Restricted cash at beginning of period170,126 105,887 
Cash and cash equivalents and restricted cash at beginning of period$1,930,351 $1,730,369 
Cash and cash equivalents at end of period$988,398 $2,172,195 
Restricted cash at end of period127,920 145,142 
Cash and cash equivalents and restricted cash at end of period$1,116,318 $2,317,337 
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $7,221 and $21,046$107,367 $93,376 
Cash payments for income taxes$5,064 $6,797 
Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset$350,000 $— 
Redeemable Class A unit measurement adjustment193,762 (142,948)
Accrued capital expenditures included in accounts payable and accrued expenses86,639 80,649 
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other83,619 20,193 
Write-off of fully depreciated assets(31,996)(48,190)
Reclassification of condominium units from "development costs and construction in progress" to
   "220 Central Park South condominium units ready for sale"
3,024 9,227 
Reclassification of assets held for sale (included in "other assets")— 79,210 
See notes to consolidated financial statements (unaudited).
14
(Amounts in thousands)For the Nine Months Ended
September 30,
 2017 2016
Cash Flows from Financing Activities:   
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)$(416,237) $—
Dividends paid on common shares(382,552) (356,863)
Proceeds from borrowings229,042
 2,000,604
Repayments of borrowings(177,109) (1,591,554)
Dividends paid on preferred shares(48,386) (64,006)
Distributions to noncontrolling interests(48,329) (95,055)
Proceeds received from exercise of employee share options25,011
 7,020
Debt issuance and other costs(2,944) (30,846)
Contributions from noncontrolling interests1,044
 11,900
Repurchase of shares related to stock compensation agreements and related tax withholdings and other(418) (186)
Redemption of preferred shares—
 (246,250)
Net cash used in financing activities(820,878) (365,236)
Net decrease in cash and cash equivalents and restricted cash(213,548) (478,868)
Cash and cash equivalents and restricted cash at beginning of period1,599,331
 1,943,515
Cash and cash equivalents and restricted cash at end of period$1,385,783
 $1,464,647
    
Reconciliation of Cash and Cash Equivalents and Restricted Cash:   
Cash and cash equivalents at beginning of period$1,501,027
 $1,835,707
Restricted cash at beginning of period95,032
 99,943
Restricted cash included in discontinued operations at beginning of period3,272
 7,865
Cash and cash equivalents and restricted cash at beginning of period$1,599,331
 $1,943,515
    
Cash and cash equivalents at end of period$1,282,230
 $1,352,697
Restricted cash at end of period103,553
 108,976
Restricted cash included in discontinued operations at end of period—
 2,974
Cash and cash equivalents and restricted cash at end of period$1,385,783
 $1,464,647
    
Supplemental Disclosure of Cash Flow Information:   
Cash payments for interest, excluding capitalized interest of $31,243 and $21,297$257,173
 $275,979
Cash payments for income taxes$5,292
 $7,602
    
Non-Cash Investing and Financing Activities:   
Non-cash distribution to JBG SMITH Properties:   
Assets$3,432,738
 $—
Liabilities(1,414,186) —
Equity(2,018,552) —
Adjustments to carry redeemable Class A units at redemption value286,928
 (30,260)
Loan receivable established upon the spin-off of JBG SMITH Properties115,630
 —
Accrued capital expenditures included in accounts payable and accrued expenses69,033
 129,704
Write-off of fully depreciated assets(41,458) (283,496)
(Reduction) increase in unrealized net gain on available-for-sale securities(10,559) 42,798
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:   
Real estate, net—
 (122,047)
Mortgage payable, net—
 (290,418)


VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)



(Amounts in thousands, except unit amounts)As of
June 30, 2022December 31, 2021
ASSETS
Real estate, at cost:
Land$2,493,688 $2,540,193 
Buildings and improvements10,054,872 9,839,166 
Development costs and construction in progress711,250 718,694 
Leasehold improvements and equipment122,151 119,792 
Total13,381,961 13,217,845 
Less accumulated depreciation and amortization(3,532,984)(3,376,347)
Real estate, net9,848,977 9,841,498 
Right-of-use assets685,962 337,197 
Cash and cash equivalents988,398 1,760,225 
Restricted cash127,920 170,126 
Investments in U.S. Treasury bills494,045 — 
Tenant and other receivables76,769 79,661 
Investments in partially owned entities3,270,229 3,297,389 
Real estate fund investments930 7,730 
220 Central Park South condominium units ready for sale51,072 57,142 
Receivable arising from the straight-lining of rents687,782 656,318 
Deferred leasing costs, net of accumulated amortization of $226,196 and $211,775378,484 391,693 
Identified intangible assets, net of accumulated amortization of $93,180 and $97,186144,597 154,895 
Other assets397,256 512,714 
$17,152,421 $17,266,588 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,834,275 $6,053,343 
Senior unsecured notes, net1,190,812 1,189,792 
Unsecured term loan, net792,644 797,812 
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities727,641 370,206 
Accounts payable and accrued expenses463,333 613,497 
Deferred revenue43,904 48,118 
Deferred compensation plan96,202 110,174 
Other liabilities271,788 304,725 
Total liabilities9,995,599 10,062,667 
Commitments and contingencies
Redeemable noncontrolling interests:00
Class A units - 14,287,741 and 14,033,438 units outstanding408,487 587,440 
Series D cumulative redeemable preferred units - 141,400 units outstanding
3,535 3,535 
Total redeemable noncontrolling partnership units412,022 590,975 
Redeemable noncontrolling interest in a consolidated subsidiary93,987 97,708 
Total redeemable noncontrolling interests506,009 688,683 
Partners' equity:
Partners' capital9,529,270 9,333,200 
Earnings less than distributions(3,205,751)(3,079,320)
Accumulated other comprehensive income (loss)73,300 (17,534)
Total partners' equity6,396,819 6,236,346 
Noncontrolling interests in consolidated subsidiaries253,994 278,892 
Total equity6,650,813 6,515,238 
$17,152,421 $17,266,588 
See notes to consolidated financial statements (unaudited).
15
(Amounts in thousands, except unit amounts)September 30, 2017 December 31, 2016
ASSETS   
Real estate, at cost:   
Land$3,124,971
 $3,130,825
Buildings and improvements9,824,618
 9,684,144
Development costs and construction in progress1,536,290
 1,278,941
Leasehold improvements and equipment96,820
 93,910
Total14,582,699
 14,187,820
Less accumulated depreciation and amortization(2,805,160) (2,581,514)
Real estate, net11,777,539
 11,606,306
Cash and cash equivalents1,282,230
 1,501,027
Restricted cash103,553
 95,032
Marketable securities193,145
 203,704
Tenant and other receivables, net of allowance for doubtful accounts of $5,539 and $6,70854,769
 61,069
Investments in partially owned entities1,064,982
 1,378,254
Real estate fund investments351,750
 462,132
Receivable arising from the straight-lining of rents, net of allowance of $1,215 and $2,227917,827
 885,167
Deferred leasing costs, net of accumulated amortization of $186,041 and $170,952354,573
 354,997
Identified intangible assets, net of accumulated amortization $144,683 and $194,422166,198
 189,668
Assets related to discontinued operations1,774
 3,568,613
Other assets573,780
 508,878
 $16,842,120
 $20,814,847
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY   
Mortgages payable, net$8,131,606
 $8,113,248
Senior unsecured notes, net846,641
 845,577
Unsecured term loan, net373,354
 372,215
Unsecured revolving credit facilities—
 115,630
Accounts payable and accrued expenses412,100
 397,134
Deferred revenue240,377
 276,276
Deferred compensation plan106,244
 121,183
Liabilities related to discontinued operations3,602
 1,259,443
Other liabilities469,919
 417,199
Total liabilities10,583,843
 11,917,905
Commitments and contingencies
 
Redeemable partnership units:   
Class A units - 12,555,623 and 12,197,162 units outstanding965,276
 1,273,018
Series D cumulative redeemable preferred units - 177,101 units outstanding5,428
 5,428
Total redeemable partnership units970,704
 1,278,446
Equity:   
Partners' capital8,547,405
 8,198,929
Earnings less than distributions(4,098,127) (1,419,382)
Accumulated other comprehensive income121,801
 118,972
Total Vornado Realty L.P. equity4,571,079
 6,898,519
Noncontrolling interests in consolidated subsidiaries716,494
 719,977
Total equity5,287,573
 7,618,496
 $16,842,120
 $20,814,847

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per unit amounts)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
REVENUES:
Rental revenues$405,194 $339,596 $802,477 $678,913 
Fee and other income48,300 39,345 93,147 80,005 
Total revenues453,494 378,941 895,624 758,918 
EXPENSES:
Operating(222,309)(190,920)(438,838)(381,899)
Depreciation and amortization(118,662)(89,777)(236,105)(185,131)
General and administrative(31,902)(30,602)(73,118)(74,788)
Benefit (expense) from deferred compensation plan liability7,594 (3,378)9,538 (6,623)
Transaction related costs and other(2,960)(106)(3,965)(949)
Total expenses(368,239)(314,783)(742,488)(649,390)
Income from partially owned entities25,720 31,426 59,434 60,499 
(Loss) income from real estate fund investments(142)5,342 5,532 5,173 
Interest and other investment income, net3,036 1,539 4,054 3,061 
(Loss) income from deferred compensation plan assets(7,594)3,378 (9,538)6,623 
Interest and debt expense(62,640)(51,894)(114,749)(101,958)
Net gains on disposition of wholly owned and partially owned assets28,832 25,724 35,384 25,724 
Income before income taxes72,467 79,673 133,253 108,650 
Income tax expense(3,564)(2,841)(10,975)(4,825)
Net income68,903 76,832 122,278 103,825 
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries826 (8,784)(8,548)(14,898)
Net income attributable to Vornado Realty L.P.69,729 68,048 113,730 88,927 
Preferred unit distributions(15,557)(16,508)(31,115)(33,016)
NET INCOME attributable to Class A unitholders$54,172 $51,540 $82,615 $55,911 
INCOME PER CLASS A UNIT - BASIC:
Net income per Class A unit$0.26 $0.25 $0.40 $0.27 
Weighted average units outstanding205,259 204,621 205,200 204,560 
INCOME PER CLASS A UNIT - DILUTED:
Net income per Class A unit$0.26 $0.25 $0.39 $0.27 
Weighted average units outstanding205,930 205,814 205,922 205,572 
See notes to consolidated financial statements (unaudited).
16
(Amounts in thousands, except per unit amounts)For the Three Months Ended
September 30,		 For the Nine Months Ended
September 30,
 2017 2016 2017 2016
REVENUES:       
Property rentals$432,062
 $411,153
 $1,275,597
 $1,238,903
Tenant expense reimbursements63,401
 60,957
 174,091
 162,831
Fee and other income33,292
 30,643
 98,212
 88,034
Total revenues528,755
 502,753
 1,547,900
 1,489,768
EXPENSES:       
Operating225,226
 213,762
 661,585
 626,546
Depreciation and amortization104,972
 105,877
 315,223
 316,383
General and administrative36,261
 33,584
 122,161
 112,593
Acquisition and transaction related costs61
 1,069
 1,073
 6,697
Total expenses366,520
 354,292
 1,100,042
 1,062,219
Operating income162,235
 148,461
 447,858
 427,549
(Loss) income from partially owned entities(41,801) 3,811
 5,578
 3,892
(Loss) income from real estate fund investments(6,308) 1,077
 (1,649) 28,750
Interest and other investment income, net9,306
 6,459
 27,800
 20,121
Interest and debt expense(85,068) (79,721) (252,581) (250,034)
Net gains on disposition of wholly owned and partially owned assets—
 —
 501
 160,225
Income before income taxes38,364
 80,087
 227,507
 390,503
Income tax expense(1,188) (4,563) (2,429) (8,921)
Income from continuing operations37,176
 75,524
 225,078
 381,582
(Loss) income from discontinued operations(47,930) 25,080
 (14,501) (104,204)
Net (loss) income(10,754) 100,604
 210,577
 277,378
Less net income attributable to noncontrolling interests in consolidated subsidiaries(4,022) (3,658) (18,436) (26,361)
Net (loss) income attributable to Vornado Realty L.P.(14,776) 96,946
 192,141
 251,017
Preferred unit distributions(16,176) (19,096) (48,531) (59,920)
Preferred unit issuance costs (Series J redemption)—
 (7,408) —
 (7,408)
NET (LOSS) INCOME attributable to Class A unitholders$(30,952) $70,442
 $143,610
 $183,689
        
(LOSS) INCOME PER CLASS A UNIT – BASIC:       
Income from continuing operations, net$0.08
 $0.22
 $0.77
 $1.43
(Loss) income from discontinued operations, net(0.24) 0.13
 (0.07) (0.52)
Net (loss) income per Class A unit$(0.16) $0.35
 $0.70
 $0.91
Weighted average units outstanding201,300
 200,458
 201,093
 200,300
        
(LOSS) INCOME PER CLASS A UNIT – DILUTED:       
Income from continuing operations, net$0.08
 $0.22
 $0.76
 $1.42
(Loss) income from discontinued operations, net(0.24) 0.13
 (0.07) (0.52)
Net (loss) income per Class A unit$(0.16) $0.35
 $0.69
 $0.90
Weighted average units outstanding203,113
 202,141
 203,311
 201,932
        
DISTRIBUTIONS PER CLASS A UNIT$0.60
 $0.63
 $2.02
 $1.89

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Net income$68,903 $76,832 $122,278 $103,825 
Other comprehensive income:
Change in fair value of interest rate swaps and other18,380 8,552 83,619 20,193 
Other comprehensive income of nonconsolidated subsidiaries4,755 1,468 13,960 5,059 
Comprehensive income92,038 86,852 219,857 129,077 
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries826 (8,784)(8,548)(14,898)
Comprehensive income attributable to Vornado Realty L.P.$92,864 $78,068 $211,309 $114,179 

See notes to consolidated financial statements (unaudited).
17
(Amounts in thousands)For the Three Months Ended
September 30,		 For the Nine Months Ended
September 30,
 2017 2016 2017 2016
Net (loss) income$(10,754) $100,604
 $210,577
 $277,378
Other comprehensive income (loss):       
Increase (reduction) in unrealized net gain on available-for-sale securities5,656
 3,685
 (10,559) 42,798
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary(646) —
 8,622
 —
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries(626) (915) (1,657) (1,537)
Increase (reduction) in value of interest rate swaps and other1,973
 7,689
 6,611
 (3,482)
Comprehensive (loss) income(4,397) 111,063
 213,594
 315,157
Less comprehensive income attributable to noncontrolling interests in consolidated subsidiaries(4,022) (3,658) (18,436) (26,361)
Comprehensive (loss) income attributable to Vornado L.P.$(8,419) $107,405
 $195,158
 $288,796

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

(Amounts in thousands, except per unit amounts)Accumulated
Other
Comprehensive
Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total Equity
UnitsAmountUnitsAmount
For the Three Months Ended
June 30, 2022:
Balance as of March 31, 202248,793 $1,182,459 191,743 $8,105,172 $(3,154,549)$51,776 $253,112 $6,437,970 
Net income attributable to Vornado Realty L.P.— — — — 69,729 — — 69,729 
Net income attributable to redeemable partnership units— — — — (3,782)— — (3,782)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 2,590 2,590 
Distributions to Vornado
($0.53 per unit)
— — — — (101,624)— — (101,624)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)— — — — (15,529)— — (15,529)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 26 860 — — — 860 
Under Vornado's dividend reinvestment plan— — 7 222 — — — 222 
Contributions— — — — — — 3,772 3,772 
Distributions— — — — — — (5,467)(5,467)
Deferred compensation units and options— — — 146 — — — 146 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 4,755 — 4,755 
Change in fair value of interest rate swaps and other— — — — — 18,380 — 18,380 
Redeemable Class A unit measurement adjustment— — — 240,413 — — — 240,413 
Redeemable partnership units' share of above adjustments— — — — — (1,611)— (1,611)
Other— — (1)(2)4 — (13)(11)
Balance as of June 30, 202248,793 $1,182,459 191,775 $8,346,811 $(3,205,751)$73,300 $253,994 $6,650,813 
See notes to consolidated financial statements (unaudited).















18
(Amounts in thousands)                
  Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 Total Equity
  Units Amount Units Amount    
Balance, December 31, 2016 42,825
 $1,038,055
 189,101
 $7,160,874
 $(1,419,382) $118,972
 $719,977
 $7,618,496
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 192,141
 —
 —
 192,141
Net income attributable to redeemable partnership units —
 —
 —
 —
 (9,057) —
 —
 (9,057)
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 18,436
 18,436
Distributions to Vornado —
 —
 —
 —
 (382,552) —
 —
 (382,552)
Distributions to preferred unitholders —
 —
 —
 —
 (48,386) —
 —
 (48,386)
Class A Units issued to Vornado:                
Upon redemption of redeemable Class A units, at redemption value —
 —
 349
 34,564
 —
 —
 —
 34,564
Under Vornado's employees' share option plan —
 —
 409
 23,892
 —
 —
 —
 23,892
Under Vornado's dividend reinvestment plan —
 —
 12
 1,119
 —
 —
 —
 1,119
Contributions —
 —
 —
 —
 —
 —
 1,044
 1,044
Distributions:                
JBG SMITH Properties —
 —
 —
 —
 (2,430,427) —
 —
 (2,430,427)
Real estate fund investments —
 —
 —
 —
 —
 —
 (20,851) (20,851)
Other —
 —
 —
 —
 —
 —
 (1,815) (1,815)
Conversion of Series A preferred units to Class A units (2) (44) 2
 44
 —
 —
 —
 —
Deferred compensation units and options —
 —
 1
 1,975
 (418) —
 —
 1,557
Reduction in unrealized net gain on available-for-sale securities —
 —
 —
 —
 —
 (10,559) —
 (10,559)
Pro rata share of amounts reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 8,622
 —
 8,622
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 (1,657) —
 (1,657)
Increase in value of interest rate swaps —
 —
 —
 —
 —
 6,611
 —
 6,611
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 286,928
 —
 —
 —
 286,928
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 (188) —
 (188)
Other —
 —
 4
 (2) (46) —
 (297) (345)
Balance, September 30, 2017 42,823
 $1,038,011
 189,878
 $7,509,394
 $(4,098,127) $121,801
 $716,494
 $5,287,573


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)



(Amounts in thousands, except per unit amounts)Accumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total Equity
UnitsAmountUnitsAmount
For the Three Months Ended
June 30, 2021:
Balance as of March 31, 202148,793 $1,182,311 191,465 $8,088,030 $(2,871,681)$(60,753)$415,278 $6,753,185 
Net income attributable to Vornado Realty L.P.— — — — 68,048 — — 68,048 
Net income attributable to redeemable partnership units— — — — (3,536)— — (3,536)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 8,308 8,308 
Distributions to Vornado
($0.53 per unit)
— — — — (101,522)— — (101,522)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)— — — — (16,467)— — (16,467)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 92 4,206 — — — 4,206 
Under Vornado's employees' share option plan— — — 6 — — — 6 
Under Vornado's dividend reinvestment plan— — 4 219 — — — 219 
Contributions— — — — — — 1,547 1,547 
Distributions— — — — — — (139,180)(139,180)
Deferred compensation units and options— — — 225 — — — 225 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 1,468 — 1,468 
Change in fair value of interest rate swaps— — — — — 8,551 — 8,551 
Redeemable Class A unit measurement adjustment— — — (16,012)— — — (16,012)
Redeemable partnership units' share of above adjustments— — — — — (704)— (704)
Other— (20)— — (3)1 (3)(25)
Balance as of June 30, 202148,793 $1,182,291 191,561 $8,076,674 $(2,925,161)$(51,437)$285,950 $6,568,317 
See notes to consolidated financial statements (unaudited).















19

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)

(Amounts in thousands)                
  Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total
Equity
  Units Amount Units Amount    
Balance, December 31, 2015 52,677
 $1,276,954
 188,577
 $7,140,500
 $(1,766,780) $46,921
 $778,483
 $7,476,078
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 251,017
 —
 —
 251,017
Net income attributable to redeemable partnership units —
 —
 —
 —
 (11,410) —
 —
 (11,410)
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 26,361
 26,361
Distributions to Vornado —
 —
 —
 —
 (356,863) —
 —
 (356,863)
Distributions to preferred unitholders —
 —
 —
 —
 (59,774) —
 —
 (59,774)
Redemption of Series J preferred units (9,850) (238,842) —
 —
 (7,408) —
 —
 (246,250)
Class A Units issued to Vornado:                
Upon redemption of redeemable Class A units, at redemption value —
 —
 293
 28,126
 —
 —
 —
 28,126
Under Vornado's employees' share option plan —
 —
 106
 5,940
 —
 —
 —
 5,940
Under Vornado's dividend reinvestment plan —
 —
 12
 1,080
 —
 —
 —
 1,080
Contributions —
 —
 —
 —
 —
 —
 19,699
 19,699
Distributions:                
Real estate fund investments —
 —
 —
 —
 —
 —
 (59,843) (59,843)
Other —
 —
 —
 —
 —
 —
 (11,631) (11,631)
Deferred compensation units and options —
 —
 7
 1,371
 (186) —
 —
 1,185
Increase in unrealized net gain on available-for-sale securities —
 —
 —
 —
 —
 42,798
 —
 42,798
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 (1,537) —
 (1,537)
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (3,482) —
 (3,482)
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 (30,260) —
 —
 —
 (30,260)
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 (2,326) —
 (2,326)
Other —
 (1) (1) —
 (7) —
 86
 78
Balance, September 30, 2016 42,827
 $1,038,111
 188,994
 $7,146,757
 $(1,951,411) $82,374
 $753,155
 $7,068,986
(Amounts in thousands, except per unit amounts)Accumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total Equity
UnitsAmountUnitsAmount
For the Six Months Ended
June 30, 2022:
Balance as of December 31, 202148,793 $1,182,459 191,724 $8,150,741 $(3,079,320)$(17,534)$278,892 $6,515,238 
Net income attributable to Vornado Realty L.P.— — — — 113,730 — — 113,730 
Net income attributable to redeemable partnership units— — — — (5,776)— — (5,776)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 12,269 12,269 
Distributions to Vornado
($1.06 per unit)
— — — — (203,240)— — (203,240)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)— — — — (31,058)— — (31,058)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 42 1,577 — — — 1,577 
Under Vornado's employees' share option plan— — — 7 — — — 7 
Under Vornado's dividend reinvestment plan— — 12 434 — — — 434 
Contributions— — — — — — 4,253 4,253 
Distributions— — — — — — (41,428)(41,428)
Deferred compensation units and options— — (2)292 (85)— — 207 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 13,960 — 13,960 
Change in fair value of interest rate swaps and other— — — — — 83,619 — 83,619 
Redeemable Class A unit measurement adjustment— — — 193,762 — — — 193,762 
Redeemable partnership units' share of above adjustments— — — — — (6,745)— (6,745)
Other— — (1)(2)(2)— 8 4 
Balance as of June 30, 202248,793 $1,182,459 191,775 $8,346,811 $(3,205,751)$73,300 $253,994 $6,650,813 
See notes to consolidated financial statements (unaudited).















20

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)

(Amounts in thousands, except per unit amounts)Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Total Equity
UnitsAmountUnitsAmount
For the Six Months Ended
June 30, 2021:
Balance as of December 31, 202048,793 $1,182,339 191,355 $8,200,140 $(2,774,182)$(75,099)$414,957 $6,948,155 
Net income attributable to Vornado Realty L.P.— — — — 88,927 — — 88,927 
Net income attributable to redeemable partnership units— — — — (3,865)— — (3,865)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 14,505 14,505 
Distributions to Vornado
($1.06 per unit)
— — — — (202,989)— — (202,989)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)— — — — (32,934)— — (32,934)
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 199 8,309 — — — 8,309 
Under Vornado's employees' share option plan— — — 10 — — — 10 
Under Vornado's dividend reinvestment plan— — 10 430 — — — 430 
Contributions— — — — — — 1,547 1,547 
Distributions— — — — — — (145,057)(145,057)
Deferred compensation units and options— — (3)449 (114)— — 335 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 5,059 — 5,059 
Change in fair value of interest rate swaps— — — — — 20,193 — 20,193 
Unearned 2018 Out-Performance Plan awards acceleration— — — 10,283 — — — 10,283 
Redeemable Class A unit measurement adjustment— — — (142,948)— — — (142,948)
Redeemable partnership units' share of above adjustments— — — — — (1,590)— (1,590)
Other— (48)— 1 (4)— (2)(53)
Balance as of June 30, 202148,793 $1,182,291 191,561 $8,076,674 $(2,925,161)$(51,437)$285,950 $6,568,317 
See notes to consolidated financial statements (unaudited).
21

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)For the Six Months Ended June 30,
20222021
Cash Flows from Operating Activities:
Net income$122,278 $103,825 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)246,532 194,225 
Distributions of income from partially owned entities95,494 109,089 
Equity in net income of partially owned entities(59,434)(60,499)
Straight-lining of rents(36,679)9,835 
Net gains on disposition of wholly owned and partially owned assets(35,384)(25,724)
Stock-based compensation expense19,001 27,379 
Change in deferred tax liability6,457 1,192 
Amortization of below-market leases, net(2,404)(5,717)
Net realized and unrealized loss on real estate fund investments1,128 789 
Write-off of lease receivables deemed uncollectible501 5,239 
Other non-cash adjustments1,929 3,033 
Changes in operating assets and liabilities:
Real estate fund investments— (789)
Tenant and other receivables2,388 10,477 
Prepaid assets94,235 127,958 
Other assets(13,455)(26,262)
Accounts payable and accrued expenses(15,283)2,243 
Other liabilities3,321 (3,584)
Net cash provided by operating activities430,625 472,709 
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills(794,793)— 
Development costs and construction in progress(418,748)(269,376)
Proceeds from maturities of U.S. Treasury bills299,668 — 
Proceeds from sales of real estate253,958 3,521 
Additions to real estate(70,046)(90,138)
Proceeds from sale of condominium units at 220 Central Park South16,124 72,216 
Investments in partially owned entities(11,091)(6,357)
Distributions of capital from partially owned entities10,066 106,005 
Acquisitions of real estate and other(1,000)— 
Proceeds from repayments of loan receivables— 675 
Net cash used in investing activities(715,862)(183,454)
See notes to consolidated financial statements (unaudited).

22
(Amounts in thousands)For the Nine Months Ended
September 30,
 2017 2016
Cash Flows from Operating Activities:   
Net income$210,577
 $277,378
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization (including amortization of deferred financing costs)407,539
 446,040
Return of capital from real estate fund investments80,294
 71,888
Distributions of income from partially owned entities65,097
 56,853
Other non-cash adjustments43,921
 33,971
Straight-lining of rents(37,752) (118,798)
Amortization of below-market leases, net(35,446) (41,676)
Net realized and unrealized losses (gains) on real estate fund investments18,537
 (16,513)
Equity in net income of partially owned entities(6,013) (529)
Net gains on sale of real estate and other(3,797) (5,074)
Net gains on disposition of wholly owned and partially owned assets(501) (160,225)
Real estate impairment losses—
 161,165
Changes in operating assets and liabilities:   
Tenant and other receivables, net5,485
 613
Prepaid assets(70,949) (58,998)
Other assets(27,065) (64,200)
Accounts payable and accrued expenses27,609
 4,793
Other liabilities(15,911) (14,274)
Net cash provided by operating activities661,625
 572,414
    
Cash Flows from Investing Activities:   
Distributions of capital from partially owned entities347,776
 102,836
Development costs and construction in progress(274,716) (426,641)
Additions to real estate(207,759) (261,971)
Repayment of JBG SMITH Properties loan receivable115,630
 —
Investments in partially owned entities(33,578) (112,797)
Acquisitions of real estate and other(11,841) (91,100)
Proceeds from sales of real estate and related investments9,543
 167,673
Proceeds from repayments of mortgage loans receivable650
 33
Net deconsolidation of 7 West 34th Street—
 (48,000)
Investments in loans receivable and other—
 (11,700)
Purchases of marketable securities—
 (4,379)
Net cash used in investing activities(54,295) (686,046)


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

(Amounts in thousands)For the Six Months Ended June 30,
20222021
Cash Flows from Financing Activities:
Repayments of borrowings$(1,240,573)$(1,573,443)
Proceeds from borrowings1,029,773 2,298,007 
Distributions to Vornado(203,240)(202,989)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(56,589)(159,926)
Debt issuance costs(31,718)(32,875)
Distributions to preferred unitholders(31,058)(32,934)
Contributions from noncontrolling interests in consolidated subsidiaries4,253 1,547 
Proceeds received from exercise of Vornado stock options and other441 440 
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(85)(114)
Net cash (used in) provided by financing activities(528,796)297,713 
Net (decrease) increase in cash and cash equivalents and restricted cash(814,033)586,968 
Cash and cash equivalents and restricted cash at beginning of period1,930,351 1,730,369 
Cash and cash equivalents and restricted cash at end of period$1,116,318 $2,317,337 
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,760,225 $1,624,482 
Restricted cash at beginning of period170,126 105,887 
Cash and cash equivalents and restricted cash at beginning of period$1,930,351 $1,730,369 
Cash and cash equivalents at end of period$988,398 $2,172,195 
Restricted cash at end of period127,920 145,142 
Cash and cash equivalents and restricted cash at end of period$1,116,318 $2,317,337 
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $7,221 and $21,046$107,367 $93,376 
Cash payments for income taxes$5,064 $6,797 
Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset$350,000 $— 
Redeemable Class A unit measurement adjustment193,762 (142,948)
Accrued capital expenditures included in accounts payable and accrued expenses86,639 80,649 
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other83,619 20,193 
Write-off of fully depreciated assets(31,996)(48,190)
Reclassification of condominium units from "development costs and construction in progress" to
   "220 Central Park South condominium units ready for sale"
3,024 9,227 
Reclassification of assets held for sale (included in "other assets")— 79,210 
See notes to consolidated financial statements (unaudited)


23
(Amounts in thousands)For the Nine Months Ended
September 30,
 2017 2016
Cash Flows from Financing Activities:   
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)$(416,237) $—
Distributions to Vornado(382,552) (356,863)
Proceeds from borrowings229,042
 2,000,604
Repayments of borrowings(177,109) (1,591,554)
Distributions to preferred unitholders(48,386) (64,006)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(48,329) (95,055)
Proceeds received from exercise of Vornado stock options25,011
 7,020
Debt issuance and other costs(2,944) (30,846)
Contributions from noncontrolling interests in consolidated subsidiaries1,044
 11,900
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(418) (186)
Redemption of preferred units—
 (246,250)
Net cash used in financing activities(820,878) (365,236)
Net decrease in cash and cash equivalents and restricted cash(213,548) (478,868)
Cash and cash equivalents and restricted cash at beginning of period1,599,331
 1,943,515
Cash and cash equivalents and restricted cash at end of period$1,385,783
 $1,464,647
    
Reconciliation of Cash and Cash Equivalents and Restricted Cash:   
Cash and cash equivalents at beginning of period$1,501,027
 $1,835,707
Restricted cash at beginning of period95,032
 99,943
Restricted cash included in discontinued operations at beginning of period3,272
 7,865
Cash and cash equivalents and restricted cash at beginning of period$1,599,331
 $1,943,515
    
Cash and cash equivalents at end of period$1,282,230
 $1,352,697
Restricted cash at end of period103,553
 108,976
Restricted cash included in discontinued operations at end of period—
 2,974
Cash and cash equivalents and restricted cash at end of period$1,385,783
 $1,464,647
    
Supplemental Disclosure of Cash Flow Information:   
Cash payments for interest, excluding capitalized interest of $31,243 and $21,297$257,173
 $275,979
Cash payments for income taxes$5,292
 $7,602
    
Non-Cash Investing and Financing Activities:   
Non-cash distribution to JBG SMITH Properties:   
Assets$3,432,738
 $—
Liabilities(1,414,186) —
Equity(2,018,552) —
Adjustments to carry redeemable Class A units at redemption value286,928
 (30,260)
Loan receivable established upon the spin-off of JBG SMITH Properties115,630
 —
Accrued capital expenditures included in accounts payable and accrued expenses69,033
 129,704
Write-off of fully depreciated assets(41,458) (283,496)
(Reduction) increase in unrealized net gain on available-for-sale securities(10,559) 42,798
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:   
Real estate, net—
 (122,047)
Mortgage payable, net—
 (290,418)


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)




1.
1.    Organization

Vornado Realty Trust (“Vornado”) is a fully integratedfully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of and owned approximately 93.5%92.3% of the common limited partnership interest in the Operating Partnership as of SeptemberJune 30, 2017.2022. All references to the “Company,” “we,” “us,”“us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

2.
2.    Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K as amended, for the year ended December 31, 2016,2021, as filed with the SEC.

As a result of the spin-off of our Washington, DC segment, effective July 1, 2017, the historical results of our Washington, DC segment are reflected in our consolidated financial statements as discontinued operations for all periods presented.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and ninesix months ended SeptemberJune 30, 20172022 are not necessarily indicative of the operating results for the full year. In addition, certain prior year balances have been reclassified in order to conform to the current period presentation.

Our investments in U.S. Treasury bills are accounted for as available-for-sale debt investments and are recorded at fair value in "investments in U.S. Treasury bills" on our consolidated balance sheets. See Note 14 - Fair Value Measurements for information on our investments in U.S. Treasury bills.

3.    Recently Issued Accounting Literature
In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04 establishing Accounting Standards Codification ("ASC") Topic 848, Reference Rate Reform, and in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):Scope (collectively, "ASC 848").ASC 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASC 848 is optional and may be elected over time as reference rate reform activities occur. We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In August 2020, the FASB issued an update ("ASU 2020-06") Debt - Debt with Conversion and Other Options (ASC Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We adopted this update effective January 1, 2022 using the modified retrospective approach which did not have a material impact on our consolidated financial statements and disclosures.
In July 2021, the FASB issued an update ("ASU 2021-05") Lessors - Certain Leases with Variable Lease Payments to ASC Topic 842, Leases ("ASC 842"). ASU 2021-05 provides additional ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We adopted this update effective January 1, 2022 which did not have an impact our consolidated financial statements and disclosures.

24
19

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

3.
Recently Issued Accounting Literature

4.    Revenue Recognition
In May 2014,Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the Financial Accounting Standards Board (“FASB”) issued an update ("ASU 2014-09") establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs onthree and six months ended June 30, 2022 and 2021 is set forth in Note 20 - Segment Information.
(Amounts in thousands)For the Three Months Ended June 30, 2022For the Three Months Ended June 30, 2021
TotalNew YorkOtherTotalNew YorkOther
Property rentals$383,049 $309,882 $73,167 $330,944 $260,953 $69,991 
Trade shows(1)
5,842 — 5,842 — — — 
Lease revenues(2)
388,891 309,882 79,009 330,944 260,953 69,991 
Tenant services11,461 8,133 3,328 8,652 5,928 2,724 
Parking revenues4,842 4,025 817 — — — 
Rental revenues405,194 322,040 83,154 339,596 266,881 72,715 
BMS cleaning fees33,999 36,206 (2,207)(3)28,083 29,600 (1,517)(3)
Management and leasing fees2,866 3,011 (145)3,073 3,088 (15)
Other income11,435 2,905 8,530 8,189 1,575 6,614 
Fee and other income48,300 42,122 6,178 39,345 34,263 5,082 
Total revenues$453,494 $364,162 $89,332 $378,941 $301,144 $77,797 
____________________
See notes below.
(Amounts in thousands)For the Six Months Ended June 30, 2022For the Six Months Ended June 30, 2021
TotalNew YorkOtherTotalNew YorkOther
Property rentals$760,936 $617,605 $143,331 $663,002 $522,644 $140,358 
Trade shows(1)
10,986 — 10,986 — — — 
Lease revenues(2)
771,922 617,605 154,317 663,002 522,644 140,358 
Tenant services21,350 15,544 5,806 15,911 10,937 4,974 
Parking revenues9,205 7,736 1,469 — — — 
Rental revenues802,477 640,885 161,592 678,913 533,581 145,332 
BMS cleaning fees66,690 70,917 (4,227)(3)56,560 59,548 (2,988)(3)
Management and leasing fees5,635 5,978 (343)8,442 8,610 (168)
Other income20,822 4,930 15,892 15,003 3,376 11,627 
Fee and other income93,147 81,825 11,322 80,005 71,534 8,471 
Total revenues$895,624 $722,710 $172,914 $758,918 $605,115 $153,803 
____________________
(1)We cancelled trade shows at theMART beginning late March of 2020 due to the topic, establishes a single comprehensive model for entities to useCOVID-19 pandemic and resumed in accounting for revenue arising from contracts with customers and supersedes mostthe third quarter of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We will adopt this standard effective January 1, 2018, with the exception of the2021.
(2)The components of revenue from leases,lease revenues were as follows:
For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Fixed billings$342,891 $305,963 $672,142 $615,823 
Variable billings31,225 30,123 64,199 61,772 
Total contractual operating lease billings374,116 336,086 736,341 677,595 
Adjustment for straight-line rents and amortization of acquired below-market leases and other, net15,276 (3,573)36,082 (9,354)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible(501)(1,569)(501)(5,239)
Lease revenues$388,891 $330,944 $771,922 $663,002 
(3)Represents the elimination of Building Maintenance Services LLC ("BMS") cleaning fees related to theMART and 555 California Street which has been deferred until the adoption of the update ASU 2016-02 to ASC Topic 842, Leases, on January 1, 2019. We will utilize the modified retrospective method when adopting ASU 2014-09, which requires a cumulative-effect adjustment to retained earningsare included as of the beginning of the fiscal year of adoption. We have analyzed our revenue streams and identified the areas that we expect to be impacted by the adoption of this standard. We expect this standard will have an impact on the classification of reimbursements of real estate taxes and insurance expenses and certain non-lease components of revenue (e.g., reimbursements of common area maintenance expenses) from leases with no material impact on "total revenues", for new leases executed on or after January 1, 2019. We areincome in the process of completing the evaluation of the overall impact of this standard on our consolidated financial statements, including required informational disclosures for our revenue streams beginning with the first reporting period after adoption.New York segment.


In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASCTopic 825, Financial Instruments.  ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We will adopt this standard effective January 1, 2018. While the adoption of this standard requires us to continue to measure “marketable securities” at fair value at each reporting date, the changes in fair value will be recognized in current period earnings as opposed to “other comprehensive income (loss).”

In February 2016, the FASB issued an update ASU 2016-02 establishing ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. We are currently evaluating the overall impact of the adoption of ASU 2016-02 on our consolidated financial statements and believe that the standard will more significantly impact the accounting for leases in which we are a lessee. We have a number of ground leases for which we will be required to record a right-of-use asset and lease liability equal to the present value of the remaining minimum lease payments upon adoption of this standard. We also expect that this standard will require us to allocate total consideration from leases between lease and non-lease components based on the estimated stand-alone selling prices of the components. The lease components (e.g., base rent) will continue to be recognized on a straight-line basis over the term of the lease and certain non-lease components (e.g., reimbursements of common area maintenance expenses) will be accounted for under the new revenue recognition guidance of ASU 2014-09. As a result, we expect that this standard will have an impact on the classification of reimbursements of real estate taxes, insurance expenses and common area maintenance expenses on our consolidated statements of income, with no impact on "total revenue", for new leases executed on or after January 1, 2019. Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, we may no longer be able to capitalize internal leasing costs and instead may be required to expense these costs as incurred. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We will adopt this standard effective January 1, 2019 using the modified retrospective approach and will elect to use the practical expedients provided by this standard.

In March 2016, the FASB issued an update (“ASU 2016-09”) Improvements to Employee Share-Based Payment Accounting to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”).  ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 was effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016.  The adoption of this update as of January 1, 2017 did not have a material impact on our consolidated financial statements.



25
20

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

3.Recently Issued Accounting Literature - continued

5.    Real Estate Fund Investments
In August 2016, the FASB issued an update (“ASU 2016-15”) Classification of Certain Cash Receipts and Cash Payments to ASC Topic 230, Statement of Cash Flows. ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-15 effective January 1, 2017, with retrospective application to our consolidated statements of cash flows. The adoption of ASU 2016-15 impacted our classification of distributions received from equity method investees. We selected the nature of earnings approach for classifying distributions. Under this approach, the distributions from equity method investees are classified on the basis of the nature of the activity of the investee that generated the distribution. The retrospective application of ASU 2016-15 resulted in the reclassification of certain distributions of income from partially owned entities to distributions of capital from partially owned entities, which reduced net cash provided by operating activities and net cash used in investing activities by $1,839,000 for the nine months ended September 30, 2016.

In November 2016, the FASB issued an update (“ASU 2016-18”) Restricted Cash to ASC Topic 230, Statement of Cash Flows. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period balances on the statement of cash flows upon adoption of this standard. ASU 2016-18 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-18 effective January 1, 2017, with retrospective application to our consolidated statements of cash flows. Accordingly, the consolidated statements of cash flows present a reconciliation of the changes in cash and cash equivalents and restricted cash. Restricted cash primarily consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind Exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

In February 2017, the FASB issued an update (“ASU 2017-05”) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets to ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 clarifies the scope of recently established guidance on nonfinancial asset derecognition, as well as the accounting for partial sales of nonfinancial assets. This update conforms the derecognition guidance on nonfinancial assets with the model for transactions in ASC 606. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this standard on January 1, 2018 is not expected to have an impact on our consolidated financial statements.

In May 2017, the FASB issued an update (“ASU 2017-09”) Scope of Modification Accounting to ASC 718. ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. ASU 2017-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this standard on January 1, 2018 is not expected to have an impact on our consolidated financial statements.

In August 2017, the FASB issued an update (“ASU 2017-12”) Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2017-12 on our consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.


21
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

4.Real Estate Fund Investments

We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which hashad an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023, by which time the Fund intends to dispose of its remaining investments and awind down its business. The Fund's three-year investment period that ended in July 2013. The Fund is accounted for under ASC Topic 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.

We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7%24.3% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.

On June 9, 2020, the joint venture between the Fund and the Crowne Plaza Joint Venture defaulted on the $274,355,000 non-recourse loan on the Crowne Plaza Times Square Hotel. The interest-only loan, which bears interest at a floating rate of LIBOR plus 3.69% (5.40% as of June 30, 2022) and provides for additional default interest of 3.00%, was scheduled to mature on July 9, 2020.
On September 29, 2017,May 20, 2022, 1100 Lincoln Road was conveyed to the Fund completedlender pursuant to a deed-in-lieu of foreclosure agreement in exchange for a $5,672,000 payment to the sale of 800 Corporate Pointe in Culver City, CA for $148,000,000.Fund. From the inception of this investment through its disposition, the Fund realized a $35,620,000$53,724,000 net gain.
loss.
As of SeptemberJune 30, 2017,2022, we had five2 real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $351,750,000, or $95,136,000 in excess of$930,000, $275,459,000 below cost, and had remaining unfunded commitments of $117,872,000,$28,465,000, of which our share was $34,502,000. $8,849,000. As of December 31, 2021, we had 3 real estate fund investments with an aggregate fair value of $7,730,000.
Below is a summary of (loss) income from the Fund and the Crowne Plaza Joint VentureVenture.
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Previously recorded unrealized loss on exited investments$53,724 $— $59,396 $— 
Realized loss on exited investments(53,724)— (53,724)— 
Net unrealized loss on held investments(6,800)(295)(6,800)(789)
Net investment income6,658 5,637 6,660 5,962 
(Loss) income from real estate fund investments(142)5,342 5,532 5,173 
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries365 (3,703)(3,599)(3,274)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$223 $1,639 $1,933 $1,899 
6.    Investments in Partially Owned Entities
Fifth Avenue and Times Square JV
As of June 30, 2022, we own a 51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties"). The remaining 48.5% common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5% common interest in the joint venture represents an effective 51.0% interest in the Properties. The 48.5% common interest in the joint venture owned by the Investors represents an effective 47.2% interest in the Properties. We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements.
We also own $1.828 billion of preferred equity security interests in certain of the properties. The preferred equity has an annual coupon of 4.25% through April 2024, increasing to 4.75% for the threesubsequent five years and nine months ended Septemberthereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.
As of June 30, 2017 and 2016.
(Amounts in thousands)For the Three Months Ended
September 30,		 For the Nine Months Ended
September 30,
 2017 2016 2017 2016
Net investment income$6,028
 $5,841
 $16,888
 $12,237
Net realized gains on exited investments35,620
 —
 35,861
 14,676
Previously recorded unrealized gains on exited investment(36,736) —
 (25,538) (14,254)
Net unrealized (loss) gain on held investments(11,220) (4,764) (28,860) 16,091
(Loss) income from real estate fund investments(6,308) 1,077
 (1,649) 28,750
Less income attributable to noncontrolling interests in consolidated subsidiaries(1,486) (270) (9,684) (15,088)
(Loss) income from real estate fund investments attributable to the Operating Partnership (1)
(7,794) 807
 (11,333) 13,662
Less loss (income) attributable to noncontrolling interests in the Operating Partnership485
 (49) 706
 (843)
(Loss) income from real estate fund investments attributable to Vornado$(7,309) $758
 $(10,627) $12,819
____________________
(1)Excludes $744 and $804 of management and leasing fees for the three months ended September 30, 2017 and 2016, respectively, and $3,125 and $2,499 for the nine months ended September 30, 2017 and 2016, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

5.Marketable Securities

Below is a summary2022, the carrying amount of our marketable securities portfolioinvestment in the joint venture was less than our share of the equity in the net assets of the joint venture by approximately $381,731,000, the basis difference primarily resulting from non-cash impairment losses recognized during 2020. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Fifth Avenue and Times Square JV’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as of September 30, 2017 and December 31, 2016.a reduction to depreciation expense over their estimated useful lives.

26
(Amounts in thousands)As of September 30, 2017 As of December 31, 2016
 Fair Value GAAP Cost Unrealized Gain Fair Value GAAP Cost Unrealized Gain
Equity securities:           
Lexington Realty Trust$188,753
 $72,549
 $116,204
 $199,465
 $72,549
 $126,916
Other4,392
 650
 3,742
 4,239
 650
 3,589
 $193,145
 $73,199
 $119,946
 $203,704
 $73,199
 $130,505



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

6.Investments in Partially Owned Entities

6.    Investments in Partially Owned Entities - continued
Alexander’s,Fifth Avenue and Times Square JV - continued
On April 18, 2022, we received a $13,613,000 refund of New York City real property transfer tax that we previously paid in connection with the transfer of the Properties to Fifth Avenue and Times Square JV in April 2019. The receipt of the refund was recognized in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the three and six months ended June 30, 2022.
Alexander's, Inc. (“Alexander’s”("Alexander's") (NYSE: ALX)

As of SeptemberJune 30, 2017,2022, we own 1,654,068 Alexander’s common shares, representing aor approximately 32.4% interest in Alexander’s. We account for our investment inof Alexander’s under the equity method.common equity. We manage, leasedevelop and developlease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.

As of SeptemberJune 30, 2017,2022, the market value (“("fair value”value" pursuant to ASC Topic 820, Fair Value Measurements (“ ("ASC 820”820")) of our investment in Alexander’s, based on Alexander’s September 29, 2017 quarter endedJune 30, 2022 closing share price of $424.09,$222.16, was $701,474,000, $367,468,000,or $575,842,000$275,924,000 in excess of the carrying amount on our consolidated balance sheet.sheets. As of SeptemberJune 30, 2017,2022, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceedsexceeded our share of the equity in the net assets of Alexander’s by approximately $39,418,000.$29,864,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The
Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands)Percentage Ownership at June 30, 2022Balance as of
June 30, 2022December 31, 2021
Investments:
Fifth Avenue and Times Square JV (see page 26 for details):51.5%$2,771,041 $2,770,633 
Partially owned office buildings/land(1)
Various282,057 306,989 
Alexander’s32.4%91,544 91,405 
Other investments(2)
Various125,587 128,362 
$3,270,229 $3,297,389 
Investments in partially owned entities included in other liabilities(3):
7 West 34th Street53.0%$(63,394)$(60,918)
85 Tenth Avenue49.9%(16,070)(18,067)
$(79,464)$(78,985)
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.
(3)Our negative basis difference related to the land will be recognized upon dispositionresults from distributions in excess of our investment.

On June 1, 2017, Alexander’s completed a $500,000,000 refinancing of the office portion of 731 Lexington Avenue. The interest-only loan is at LIBOR plus 0.90% (2.14% at September 30, 2017) and matures in June 2020 with four one-year extension options. In connection therewith, Alexander’s purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6.00%. The property was previously encumbered by a $300,000,000 interest-only mortgage at LIBOR plus 0.95% which was scheduled to mature in March 2021.

Urban Edge Properties (“UE”) (NYSE: UE)

As of September 30, 2017, we own 5,717,184 UE operating partnership units, representing a 4.5% ownership interest in UE. We account for our investment in UE under the equity method and record our share of UE’s net income or loss on a one-quarter lag basis. In 2017 and 2016, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, and (ii) our affiliate, Alexander’s, Rego Park retail assets. As of September 30, 2017, the fair value of our investment in UE, based on UE’s September 29, 2017 quarter ended closing share price of $24.12, was $137,898,000, or $91,356,000 in excess of the carrying amount on our consolidated balance sheet.

During the three and nine months ended September 30, 2017, UE issued approximately 6,250,000 and 20,250,000 operating partnership units related to property acquisitions and public offerings of its common stock. As a result, our ownership interest in UE decreased to 4.5% from 5.4%. In accordance with ASC 323-10-40-1, we account for a unit issuance by an equity method investee as if we had sold a proportionate share of our investment. Accordingly, during the three and nine months ended September 30, 2017, we recorded $5,200,000 and $21,100,000, respectively, of net gains in connection with these issuances which are included in “(loss) income from partially owned entities” on our consolidated statements of income.

Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)

As of September 30, 2017, we own 6,250,000 PREIT operating partnership units, representing an 8.0% interest in PREIT. We account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag basis.

Based on PREIT’s September 29, 2017 quarter ended closing share price of $10.49, the market value (“fair value” pursuant to ASC Topic 323, Investments - Equity Method and Joint Ventures) of our investment in PREIT was $65,563,000 or $44,465,000 below the carrying amount on our consolidated balance sheet. We have concluded that our investment in PREIT is “other-than-temporarily” impaired and recorded a $44,465,000 non-cash impairment loss on our consolidated statements of income. Our conclusion was based on a sustained trading value of PREIT stock below our carrying amount and our inability to forecast a recovery in the near-term.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)


6.6.    Investments in Partially Owned Entities - continued

Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI) - continued

Below is a schedule ofincome from partially owned entities.
(Amounts in thousands)Percentage Ownership at June 30, 2022For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
 Our share of net income (loss):
Fifth Avenue and Times Square JV (see page 26 for details):
Equity in net income51.5%$13,665 $10,037 $29,974 $19,643 
Return on preferred equity, net of our share of the expense9,329 9,329 18,555 18,555 
22,994 19,366 48,529 38,198 
Alexander's (see page 27 for details):
Equity in net income(1)
32.4%4,824 8,325 9,495 14,054 
Management, leasing and development fees1,162 1,962 2,182 2,537 
5,986 10,287 11,677 16,591 
Partially owned office buildings(2)
Various(3,584)3,758 (1,107)9,730 
Other investments(3)
Various324 (1,985)335 (4,020)
$25,720 $31,426 $59,434 $60,499 
____________________
(1)On June 4, 2021, Alexander's completed the sale of a parcel of land in the Bronx, New York for $10,000. As a result of September 30, 2017, the carrying amount ofsale, we recognized our investment in PREIT exceeds our$2,956 share of the equitynet gain and also received a $300 sales commission from Alexander's.
(2)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(3)Includes interests in Independence Plaza, Rosslyn Plaza and others.
7.    220 Central Park South ("220 CPS")
During the six months ended June 30, 2022, we closed on the sale of 1 condominium unit and ancillary amenities at 220 CPS for net assetsproceeds of PREIT by approximately $33,399,000. The majority$16,124,000 resulting in a financial statement net gain of this basis difference resulted from the excess$7,030,000 which is included in "net gains on disposition of the fair value of the PREIT operating units received over our share of the book value of PREIT’s net assets. Substantially all of this basis difference was allocated, basedwholly owned and partially owned assets" on our estimatesconsolidated statements of income. In connection with these sales, $945,000 of income tax expense was recognized on our consolidated statements of income. From inception to June 30, 2022, we have closed on the fair valuessale of PREIT’s assets107 units and liabilities, to real estate (landancillary amenities for net proceeds of $3,023,020,000 resulting in financial statement net gains of $1,124,285,000.
8.    Dispositions
SoHo Properties
On January 13, 2022, we sold 2 Manhattan retail properties located at 478-482 Broadway and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share155 Spring Street for $84,500,000 and realized net proceeds of equity in PREIT’s net loss. The basis difference related to the land will be recognized upon disposition of our investment.

Moynihan Office Building

$81,399,000. In September 2016, our 50.1% joint ventureconnection with the Related Companies (“Related”) was designated by Empire State Development (“ESD”), an entity of New York State to redevelop the historic Farley Post Office building. The building will include a new Moynihan Train Hall and approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. On June 15, 2017, the joint venture closed a 99-year, triple-net lease with ESD for the commercial space at the Moynihan Office Building and made a $230,000,000 upfront contribution, of which our share is $115,230,000, towards the construction of the train hall. The lease calls for annual rent payments of $5,000,000 plus payments in lieu of real estate taxes. Simultaneously, the joint venture completed a $271,000,000 loan facility, with an initial advance of $202,299,000. The interest-only loan is at LIBOR plus 3.25% (4.48% at September 30, 2017) and matures in June 2019 with two one-year extension options.

The joint venture has also entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bears a full guaranty from Skanska AB.

Mezzanine Loan – New York

On May 9, 2017, a $150,000,000 mezzanine loan owned by a joint venture in whichsale, we have a 33.3% ownership interest was repaid at its maturity and we received our $50,000,000 share. The mezzanine loan earned interest at LIBOR plus 9.42%.

Sterling Suffolk Racecourse, LLC (“Suffolk Downs JV”)

On May 26, 2017, Suffolk Downs JV, a joint venture in which we have a 21.2% equity interest, sold the property comprising the Suffolk Downs racetrack in East Boston, Massachusetts (“Suffolk Downs”) for $155,000,000, which resulted in net proceeds and a net gain to us of $15,314,000. In addition, we were repaid $29,318,000 of principal and $6,129,000 of accrued interest on our debt investments in Suffolk Downs JV, resulting inrecognized a net gain of $11,373,000.$551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

330 Madison Avenue

Center Building (33-00 Northern Boulevard)
On July 19, 2017,June 17, 2022, we sold the joint venture, in which we have a 25.0% interest, completed a $500,000,000 refinancing of 330 Madison Avenue,Center Building, an 845,000eight-story 498,000 square foot Manhattan office building. The seven-year interest-only loan maturesbuilding located at 33‑00 Northern Boulevard in August 2024 and has a fixed rate of 3.43%. Our share ofLong Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $150,000,000 LIBOR plus 1.30%$100,000,000 mortgage loan and closing costs, was approximately $85,000,000.

280 Park Avenue

On August 23, 2017,costs. In connection with the joint venture,sale, we recognized a net gain of $15,213,000 which is included in which we have a 50.0% interest, completed a $1.2 billion refinancing"net gains on disposition of 280 Park Avenue, a 1,250,000 square foot Manhattan office building. The loan is interest-only at LIBOR plus 1.73% (2.97% at September 30, 2017)wholly owned and matures in September 2019 with five one-year extension options. Our sharepartially owned assets" on our consolidated statements of net proceeds, after repayment of the existing $900,000,000 LIBOR plus 2.00% mortgage and closing costs, was approximately $140,000,000.

income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

6.Investments in Partially Owned Entities - continued

9.    Identified Intangible Assets and Liabilities
Toys "R" Us, Inc. ("Toys")The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases).

(Amounts in thousands)Balance as of
June 30, 2022December 31, 2021
Identified intangible assets:
Gross amount$237,777 $252,081 
Accumulated amortization(93,180)(97,186)
Total, net$144,597 $154,895 
Identified intangible liabilities (included in deferred revenue):
Gross amount$244,396 $256,065 
Accumulated amortization(204,831)(212,245)
Total, net$39,565 $43,820 
We own 32.5%Amortization of Toys. On September 18, 2017, Toys filed a voluntary petition under Chapter 11acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $1,487,000 and $2,551,000 for the three months ended June 30, 2022 and 2021, respectively, and $2,404,000 and $5,717,000 for the six months ended June 30, 2022 and 2021, respectively. Estimated annual amortization for each of the United States Bankruptcy Code. We carry our Toys investment at zero. Further, we do not hold any debtfive succeeding years commencing January 1, 2023 is below:
(Amounts in thousands)Acquired below (above) market leases, net
2023$5,440 
20242,364 
2025953 
2026311 
2027(136)
Amortization of Toysall other identified intangible assets (a component of depreciation and do not guarantee anyamortization expense) was $2,417,000 and $985,000 for the three months ended June 30, 2022 and 2021, respectively, and $6,542,000 and $2,311,000 for the six months ended June 30, 2022 and 2021, respectively. Estimated annual amortization for each of Toys’ obligations. For income tax purposes, we carry our investment in Toys at approximately $420,000,000 which could result in a tax deduction in future periods.the five succeeding years commencing January 1, 2023 is below:

Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands)Other identified intangible assets
2023$7,948 
20247,128 
20256,077 
20265,884 
20275,449 
29
(Amounts in thousands)Percentage Ownership at Balance as of
  September 30, 2017 September 30, 2017 December 31, 2016
Investments:     
 
Partially owned office buildings/land (1)
Various $542,778
 $734,536
 Alexander’s32.4% 125,632
 129,324
 PREIT8.0% 66,477
 122,883
 UE4.5% 46,542
 24,523
 
Other investments (2)
Various 283,553
 366,988
    $1,064,982
 $1,378,254
       
 
330 Madison Avenue(3)
25.0% $(53,237) $—
 
7 West 34th Street (4)
53.0% (46,013) (43,022)
    $(99,250) $(43,022)
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue (2016 only - see (3) below), 512 West 22nd Street, 85 Tenth Avenue, 61 Ninth Avenue and others.
(2)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Moynihan Office Building, Toys (which has a carrying amount of zero), and others.
(3)Our negative basis resulted from a refinancing distribution and is included in "other liabilities" on our consolidated balance sheets as of September 30, 2017.
(4)Our negative basis results from a deferred gain from the sale of a 47.0% ownership interest in the property and is included in "other liabilities" on our consolidated balance sheets.


25

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

6.Investments in Partially Owned Entities - continued

10.    Debt
BelowSecured Debt
On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (3.09% as of June 30, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The loan matures in June 2027, with 2 one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.
On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (3.75% as of June 30, 2022) and matures in July 2024, with 3 one-year extension options (July 2027 as fully extended). Upon the achievement of certain conditions within the first 18 months of closing, the interest rate will decrease to SOFR plus 1.75% and we will have the option to draw an additional $300,000,000 of proceeds. Concurrently with the refinancing, the interest rate on $350,000,000 of the loan was swapped to a fixed rate of 5.11% and on July 22, 2022, the interest rate on the remaining $350,000,000 was swapped to a fixed rate of 4.85%. The swaps result in a blended fixed interest rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.
Unsecured Revolving Credit Facility
On June 30, 2022, we amended and extended one of our two revolving credit facilities. The $1.25 billion amended facility bears interest at a rate of SOFR plus 1.15% (2.68% as of June 30, 2022). The term of the facility was extended from March 2024 to December 2027, as fully extended. The facility fee is 25 basis points. Our other $1.25 billion revolving credit facility matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.
Unsecured Term Loan
On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2024 to December 2027. The extended loan bears interest at a rate of SOFR plus 1.30% (2.83% as of June 30, 2022). Under an existing swap agreement, $750,000,000 of the $800,000,000 loan has been swapped to a fixed rate of 4.05% through October 2023.

The following is a schedulesummary of net (loss) income from partially owned entities.our debt:
(Amounts in thousands)Weighted Average Interest Rate at June 30, 2022Balance as of
June 30, 2022December 31, 2021
Mortgages Payable:
Fixed rate3.10%$2,540,000 $2,190,000 
Variable rate2.96%3,348,415 (1)3,909,215 
Total3.02%5,888,415 6,099,215 
Deferred financing costs, net and other(54,140)(45,872)
Total, net$5,834,275 $6,053,343 
Unsecured Debt:
Senior unsecured notes3.02%$1,200,000 $1,200,000 
Deferred financing costs, net and other(9,188)(10,208)
Senior unsecured notes, net1,190,812 1,189,792 
Unsecured term loan3.98%800,000 800,000 
Deferred financing costs, net and other(7,356)(2,188)
Unsecured term loan, net792,644 797,812 
Unsecured revolving credit facilities2.68%575,000 575,000 
Total, net$2,558,456 $2,562,604 

(1)As of June 30, 2022, our variable rate debt includes $350,000 of the $700,000 mortgage loan on 770 Broadway. On July 22, 2022, the interest rate on the $350,000 was swapped to a fixed rate resulting in the entire $700,000 loan bearing interest at a blended fixed rate of 4.98%.
30
(Amounts in thousands)Percentage Ownership at September 30, 2017 For the Three Months Ended September 30, For the Nine Months Ended September 30,
   2017 2016 2017 2016
Our share of net (loss) income:         
 PREIT (see page 23 for details):         
 Non-cash impairment loss8.0% $(44,465) $—
 $(44,465) $—
 Equity in net earnings  (5,283) 52
 (9,015) (4,763)
    (49,748) 52
 (53,480) (4,763)
 Alexander's (see page 23 for details):         
 Equity in net earnings32.4% 6,510
 6,891
 20,092
 20,640
 Management, leasing and development fees  1,335
 1,894
 4,351
 5,307
    7,845
 8,785
 24,443
 25,947
 UE (see page 23 for details):         
 Net gain resulting from UE operating partnership unit issuances4.5% 5,200
 —
 21,100
 —
 Equity in net earnings  708
 1,949
 4,693
 3,896
 Management fees  100
 209
 518
 627
    6,008
 2,158
 26,311
 4,523
           
 
Partially owned office buildings/land(1)
Various (5,551) (8,642) (23,508) (29,882)
           
 
Other investments(2)
Various (355) 1,458
 31,812
 8,067
           
    $(41,801) $3,811
 $5,578
 $3,892
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.
(2)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Toys, and others. In the second quarter of 2017, we recognized $26,687 of net gains, comprised of $15,314 representing our share of a net gain on the sale of Suffolk Downs and $11,373 representing the net gain on repayment of our debt investments in Suffolk Downs JV. See page 24 for details.


26

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

7.
Dispositions

11.    Redeemable Noncontrolling Interests
Discontinued Operations

On July 17, 2017, we completed the spin-off of our Washington, DC segment comprised of (i) 37 office properties totaling over 11.1 million square feet, five multifamily properties with 3,133 units and five other assets totaling approximately 406,000 square feet and (ii) 18 future development assets totaling over 10.4 million square feet of estimated potential development density, and (iii) $412.5 million of cash ($275.0 million plus The Bartlett financing proceeds less transaction costs and other mortgage items) to JBG SMITH Properties (“JBGS”). On July 18, 2017, JBGS was combined with the management business and certain Washington, DC assets of The JBG Companies (“JBG”), a Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, is the Chairman of the Board of Trustees of JBGS. Mitchell Schear, former President of our Washington, DC business, is a member of the Board of Trustees of JBGS. We are providing transition services to JBGS initially including information technology, financial reporting and payroll services. The spin-off was effected through a tax-free distribution by Vornado to the holders of Vornado common shares of all of the common shares of JBGS at the rate of one JBGS common share for every two common shares of Vornado and the distribution by the Operating Partnership to the holders of its common units of all of the outstanding common units of JBG SMITH Properties LP (“JBGSLP”) at the rate of one JBGSLP common unit for every two common units of VRLP held of record. See JBGS’ Amendment No. 3 on Form 10 (File No. 1-37994) filed with the Securities and Exchange Commission on June 9, 2017 for additional information. Beginning in the third quarter of 2017, the historical financial results of our Washington, DC segment are reflected in our consolidated financial statements as discontinued operations for all periods presented.

On June 20, 2017, we completed a $220,000,000 financing of The Bartlett residential building. The five-year interest-only loan is at LIBOR plus 1.70% (2.90% at September 30, 2017), and matures in June 2022. On July 17, 2017, the property, the loan and the $217,000,000 of net proceeds were transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.

On July 17, 2017, prior to completion of the tax-free spin-off of our Washington, DC segment, we repaid the $43,581,000 LIBOR plus 1.25% mortgage encumbering 1700 and 1730 M Street which was scheduled to mature in August 2017. The unencumbered property was then transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.



27
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

7.Dispositions - continued

Discontinued Operations - continued

The tables below set forth the assets and liabilities related to discontinued operations as of September 30, 2017 and December 31, 2016 and their combined results of operations and cash flows for the three and nine months ended September 30, 2017 and 2016.
(Amounts in thousands)Balance as of
 September 30, 2017 December 31, 2016
Assets related to discontinued operations:   
Real estate, net$—
 $3,222,720
Other assets1,774
 345,893
 $1,774
 $3,568,613
Liabilities related to discontinued operations:   
Mortgages payable, net$—
 $1,165,015
Other liabilities3,602
 94,428
 $3,602
 $1,259,443

(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
(Loss) income from discontinued operations:       
Total revenues$25,747
 $134,912
 $260,969
 $392,108
Total expenses21,708
 109,506
 211,930
 331,377
 4,039
 25,406
 49,039
 60,731
JBG SMITH Properties spin-off transaction costs(53,581) (2,739) (67,045) (4,597)
Net gains on sale of real estate and a lease position1,530
 2,864
 3,797
 5,074
Income (loss) from partially owned assets93
 316
 435
 (3,363)
Impairment losses—
 (465) —
 (161,165)
Pretax (loss) income from discontinued operations(47,919) 25,382
 (13,774) (103,320)
Income tax expense(11) (302) (727) (884)
(Loss) income from discontinued operations$(47,930) $25,080
 $(14,501) $(104,204)

     
(Amounts in thousands) For the Nine Months Ended September 30,
  2017 2016
Cash flows related to discontinued operations:    
Cash flows from operating activities $39,581
 $107,797
Cash flows from investing activities (48,377) (176,374)




28
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

8.
Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily acquired below-market leases) as of September 30, 2017 and December 31, 2016.
(Amounts in thousands)Balance as of
 September 30, 2017 December 31, 2016
Identified intangible assets:   
Gross amount$310,881
 $384,090
Accumulated amortization(144,683) (194,422)
Total, net$166,198
 $189,668
Identified intangible liabilities (included in deferred revenue):   
Gross amount$544,956
 $550,454
Accumulated amortization(326,661) (298,238)
Total, net$218,295
 $252,216

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $11,054,000 and $11,529,000 for the three months ended September 30, 2017 and 2016, respectively, and $34,758,000 and $40,664,000 for the nine months ended September 30, 2017 and 2016, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2018 is as follows:
 (Amounts in thousands)  
 2018$42,556
 
 201930,820
 
 202022,185
 
 202117,370
 
 202214,271
 

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $6,069,000 and $6,646,000 for the three months ended September 30, 2017 and 2016, respectively, and $19,896,000 and $22,319,000 for the nine months ended September 30, 2017 and 2016, respectively.  Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2018 is as follows:
 (Amounts in thousands)  
 2018$19,510
 
 201915,229
 
 202012,020
 
 202111,041
 
 20229,433
 

We are a tenant under ground leases for certain properties.  Amortization of these acquired below-market leases, net of above-market leases, resulted in an increase to rent expense (a component of operating expense) of $437,000 and $437,000 for the three months ended September 30, 2017 and 2016, respectively, and $1,310,000 and $1,310,000 for the nine months ended September 30, 2017 and 2016, respectively.  Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2018 is as follows:
 (Amounts in thousands)  
 2018$1,747
 
 20191,747
 
 20201,747
 
 20211,747
 
 20221,747
 



29
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

9.
Debt

The following is a summary of our debt:
(Amounts in thousands)  Balance as of
 Interest Rate at September 30, 2017 September 30, 2017 December 31, 2016
Mortgages Payable:     
Fixed rate3.65% $5,466,886
 $5,479,547
Variable rate3.12% 2,737,877
 2,727,133
Total3.47% 8,204,763
 8,206,680
Deferred financing costs, net and other  (73,157) (93,432)
Total, net  $8,131,606
 $8,113,248
      
Unsecured Debt:     
Senior unsecured notes3.68% $850,000
 $850,000
Deferred financing costs, net and other  (3,359) (4,423)
Senior unsecured notes, net  846,641
 845,577
      
Unsecured term loan2.39% 375,000
 375,000
Deferred financing costs, net and other  (1,646) (2,785)
Unsecured term loan, net  373,354
 372,215
      
Unsecured revolving credit facilities—% —
 115,630
      
Total, net  $1,219,995
 $1,333,422




30
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

10.
Redeemable Noncontrolling Interests/Redeemable Partnership Units

Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership.
Below is a table summarizing the activity of redeemable noncontrolling partnership units.
 (Amounts in thousands)  
 Balance as of December 31, 2015$1,229,221
 
 Net income11,410
 
 Other comprehensive income2,326
 
 Distributions(23,582) 
 Redemption of Class A units for common shares/units, at redemption value(28,126) 
 Adjustments to carry redeemable Class A units at redemption value30,260
 
 Other, net26,814
 
 Balance as of September 30, 2016$1,248,323
 
    
 Balance as of December 31, 2016$1,278,446
 
 Net income9,057
 
 Other comprehensive income188
 
 Distributions(25,663) 
 Redemption of Class A units for common shares/units, at redemption value(34,564) 
 Adjustments to carry redeemable Class A units at redemption value (including $224,069 attributable to the spin-off of JBGS)(286,928) 
 Other, net30,168
 
 Balance as of September 30, 2017$970,704
 

(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Beginning balance$649,758 $640,193 $590,975 $511,747 
Net income3,782 3,536 5,776 3,865 
Other comprehensive income1,611 704 6,745 1,590 
Distributions(7,577)(7,408)(15,161)(14,869)
Redemption of Class A units for Vornado common shares, at redemption value(860)(4,206)(1,577)(8,309)
Redeemable Class A unit measurement adjustment(240,413)16,012 (193,762)142,948 
Other, net5,721 5,940 19,026 17,799 
Ending balance$412,022 $654,771 $412,022 $654,771 
As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $965,276,000$408,487,000 and $1,273,018,000, respectively.$587,440,000, respectively, based on Vornado's quarter-end closing common share price.

Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares.. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $50,561,000$49,383,000 and $49,659,000 as of SeptemberJune 30, 20172022 and December 31, 2016.2021, respectively. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

Redeemable Noncontrolling Interest in a Consolidated Subsidiary

A consolidated joint venture in which we own a 95% interest is developing Farley Office and Retail (the "Project"). During 2020, a historic tax credit investor (the "Tax Credit Investor") funded $92,400,000 of capital contributions and is expected to make additional capital contributions in future periods.
The arrangement includes a put option whereby the joint venture may be obligated to purchase the Tax Credit Investor’s ownership interest in the Project at a future date. The put price is calculated based on a pre-determined formula. As exercise of the put option is outside of the joint venture’s control, the Tax Credit Investor’s interest, together with the put option, have been recorded to “redeemable noncontrolling interest in a consolidated subsidiary” on our consolidated balance sheets. The redeemable noncontrolling interest is recorded at the greater of the carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. There was no adjustment required for the three and six months ended June 30, 2022 and 2021.
Below is a table summarizing the activity of the redeemable noncontrolling interest in a consolidated subsidiary.
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Beginning balance$97,403 $94,437 $97,708 $94,520 
Net (loss) income(3,416)476 (3,721)393 
Ending balance$93,987 $94,913 $93,987 $94,913 

31

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

12.    Shareholders' Equity/Partners' Capital
11.
Accumulated Other Comprehensive Income ("AOCI")
The following tables settable sets forth the details of our dividends/distributions per common share/Class A unit and dividends/distributions per share/unit for each class of preferred shares/units of beneficial interest.
(Per share/unit)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Shares/Units:
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units$0.53 $0.53 $1.06 $1.06 
Convertible Preferred(1):
  
6.5% Series A: authorized 12,902 and 13,402 shares/units(2)
0.8125 0.8125 1.6250 1.6250 
Cumulative Redeemable Preferred(1)(3):
   
5.70% Series K: authorized 12,000,000 shares/unitsN/A0.3563 N/A0.7126 
5.40% Series L: authorized 13,800,000 shares/units0.3375 0.3375 0.6750 0.6750 
5.25% Series M: authorized 13,800,000 shares/units0.3281 0.3281 0.6562 0.6562 
5.25% Series N: authorized 12,000,000 shares/units0.3281 0.3281 0.6562 0.6562 
4.45% Series O: authorized 12,000,000 shares/units0.2781 N/A0.5562 N/A
____________________
(1)Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.
(2)Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A Preferred Share/Unit.
(3)Series L preferred shares/units are redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. Series M preferred shares/units are redeemable commencing December 2022, Series N preferred shares/units are redeemable commencing November 2025 and Series O preferred shares/units, issued in September 2021, are redeemable commencing September 2026. Series K preferred shares/units were redeemed on October 13, 2021.
Accumulated Other Comprehensive Income (Loss)
The following table sets forth the changes in accumulated other comprehensive income (loss) by component.
(Amounts in thousands)Total 
Securities
available-
for-sale
 
Pro rata share of
nonconsolidated
subsidiaries' OCI
 
Interest
rate
swaps
 Other
For the Three Months Ended September 30, 2017         
Balance as of June 30, 2017$115,839
 $114,290
 $(3,821) $12,702
 $(7,332)
OCI before reclassifications6,608
 5,656
 (626) 1,976
 (398)
Amounts reclassified from AOCI(646) —
 (646)
(1) 
—
 —
Net current period OCI5,962
 5,656
 (1,272) 1,976
 (398)
Balance as of September 30, 2017$121,801
 $119,946
 $(5,093) $14,678
 $(7,730)
          
For the Three Months Ended September 30, 2016         
Balance as of June 30, 2016$72,556
 $117,561
 $(9,941) $(30,538) $(4,526)
OCI before reclassifications9,818
 3,685
 (915) 7,688
 (640)
Amounts reclassified from AOCI—
 —
 —
 —
 —
Net current period OCI9,818
 3,685
 (915) 7,688
 (640)
Balance as of September 30, 2016$82,374
 $121,246
 $(10,856) $(22,850) $(5,166)
          
For the Nine Months Ended September 30, 2017         
Balance as of December 31, 2016$118,972
 $130,505
 $(12,058) $8,066
 $(7,541)
OCI before reclassifications(5,793) (10,559) (1,657) 6,612
 (189)
Amounts reclassified from AOCI8,622
 —
 8,622
(1) 
—
 —
Net current period OCI2,829
 (10,559) 6,965
 6,612
 (189)
Balance as of September 30, 2017$121,801
 $119,946
 $(5,093) $14,678
 $(7,730)
          
For the Nine Months Ended September 30, 2016         
Balance as of December 31, 2015$46,921
 $78,448
 $(9,319) $(19,368) $(2,840)
OCI before reclassifications35,453
 42,798
 (1,537) (3,482) (2,326)
Amounts reclassified from AOCI—
 —
 —
 —
 —
Net current period OCI35,453
 42,798
 (1,537) (3,482) (2,326)
Balance as of September 30, 2016$82,374
 $121,246
 $(10,856) $(22,850) $(5,166)
____________________
(1)Reclassified upon receipt of proceeds related to the sale of an investment by a nonconsolidated subsidiary.


(Amounts in thousands)




TotalAccumulated other comprehensive income (loss) of nonconsolidated subsidiariesChange in fair value of interest
rate swaps and other		Other
For the three months ended June 30, 2022:
Balance as of March 31, 2022$51,776 $5,142 $50,478 $(3,844)
Other comprehensive income (loss)21,524 4,755 18,380 (1,611)
Balance as of June 30, 2022$73,300 $9,897 $68,858 $(5,455)
For the three months ended June 30, 2021:
Balance as of March 31, 2021$(60,753)$(10,747)$(54,456)$4,450 
Other comprehensive income (loss)9,316 1,468 8,551 (703)
Balance as of June 30, 2021$(51,437)$(9,279)$(45,905)$3,747 
For the six months ended June 30, 2022:
Balance as of December 31, 2021$(17,534)$(4,063)$(14,761)$1,290 
Other comprehensive income (loss)90,834 13,960 83,619 (6,745)
Balance as of June 30, 2022$73,300 $9,897 $68,858 $(5,455)
For the six months ended June 30, 2021:
Balance as of December 31, 2020$(75,099)$(14,338)$(66,098)$5,337 
Other comprehensive income (loss)23,662 5,059 20,193 (1,590)
Balance as of June 30, 2021$(51,437)$(9,279)$(45,905)$3,747 

32

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

12.
13.    Variable Interest Entities ("VIEs")

Unconsolidated VIEs

As of SeptemberJune 30, 20172022 and December 31, 2016,2021, we havehad several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 6 –Investments in Partially Owned Entities). As of SeptemberJune 30, 20172022 and December 31, 2016,2021, the net carrying amount of our investments in these entities was $350,920,000$68,894,000 and $392,150,000,$69,435,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.

Consolidated VIEs

Our most significant consolidated VIEs are the Operating Partnership (for Vornado), real estate fund investments,the Farley joint venture and certain properties that have noncontrolling interests. These entities are VIEs because the noncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all of their significant business activities.

As of SeptemberJune 30, 2017,2022, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $3,632,567,000$4,563,905,000 and $1,763,223,000,$2,366,989,000, respectively. As of December 31, 2016,2021, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $3,638,483,000$4,564,621,000 and $1,762,322,000,$2,517,652,000, respectively.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

13.14.    Fair Value Measurements
ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;liabilities as well as certain U.S. Treasury securities that are highly liquid and are actively traded in secondary markets; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities,investments in U.S. Treasury bills (classified as available-for-sale), (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheet)sheets), (iv) loans receivable (for which we have elected the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10")), (v) interest rate swaps and (v)caps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables belowon the following page, aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of September 30, 2017 and December 31, 2016, respectively.hierarchy.


33
(Amounts in thousands)As of September 30, 2017
 Total Level 1 Level 2 Level 3
Marketable securities$193,145
 $193,145
 $—
 $—
Real estate fund investments351,750
 —
 —
 351,750
Deferred compensation plan assets ($2,501 included in restricted cash and $103,743 in other assets)106,244
 56,960
 —
 49,284
Interest rate swaps (included in other assets)20,880
 —
 20,880
 —
Total assets$672,019
 $250,105
 $20,880
 $401,034
        
Mandatorily redeemable instruments (included in other liabilities)$50,561
 $50,561
 $—
 $—
Interest rate swap (included in other liabilities)3,090
 —
 3,090
 —
Total liabilities$53,651
 $50,561
 $3,090
 $—
        
 As of December 31, 2016
 Total Level 1 Level 2 Level 3
Marketable securities$203,704
 $203,704
 $—
 $—
Real estate fund investments462,132
 —
 —
 462,132
Deferred compensation plan assets ($4,187 included in restricted cash and $116,996 in other assets)121,183
 63,739
 —
 57,444
Interest rate swaps (included in other assets)21,816
 —
 21,816
 —
Total assets$808,835
 $267,443
 $21,816
 $519,576
        
Mandatorily redeemable instruments (included in other liabilities)$50,561
 $50,561
 $—
 $—
Interest rate swap (included in other liabilities)10,122
 —
 10,122
 —
Total liabilities$60,683
 $50,561
 $10,122
 $—



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

14.    Fair Value Measurements - continued
13.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

(Amounts in thousands)As of June 30, 2022
TotalLevel 1Level 2Level 3
Investments in U.S. Treasury bills (1)
$494,045 $494,045 $— $— 
Real estate fund investments930 — — 930 
Deferred compensation plan assets ($5,040 included in restricted cash and $91,162 in other assets)96,202 52,047 — 44,155 
Loans receivable ($48,299 included in investments in partially owned entities and $3,747 in other assets)52,046 — — 52,046 
Interest rate swaps and caps (included in other assets)74,039 — 74,039 — 
Total assets$717,262 $546,092 $74,039 $97,131 
Mandatorily redeemable instruments (included in other liabilities)$49,383 $49,383 $— $— 
Interest rate swaps (included in other liabilities)1,756 — 1,756 — 
Total liabilities$51,139 $49,383 $1,756 $— 
(Amounts in thousands)As of December 31, 2021
TotalLevel 1Level 2Level 3
Real estate fund investments$7,730 $— $— $7,730 
Deferred compensation plan assets ($9,104 included in restricted cash and $101,070 in other assets)110,174 65,158 — 45,016 
Loans receivable ($46,444 included in investments in partially owned entities and $3,738 in other assets)50,182 — — 50,182 
Interest rate swaps and caps (included in other assets)18,929 — 18,929 — 
Total assets$187,015 $65,158 $18,929 $102,928 
Mandatorily redeemable instruments (included in other liabilities)$49,659 $49,659 $— $— 
Interest rate swaps (included in other liabilities)32,837 — 32,837 — 
Total liabilities$82,496 $49,659 $32,837 $— 
____________________
(1) During the six months ended June 30, 2022, we purchased $794,793 in U.S. Treasury bills with an aggregate par value of $800,000 and realized proceeds of $300,000 from maturing U.S. Treasury bills. As of June 30, 2022, our investments in U.S. Treasury bills have an aggregate amortized cost of $496,650 and have remaining maturities of less than one year.
Real Estate Fund Investments

As of SeptemberJune 30, 2017,2022, we had five2 real estate fund investments with an aggregate fair value of $351,750,000, or $95,136,000 in excess of$930,000, $275,459,000 below cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 0.8 to 3.3 years. Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs.

The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments at September 30, 2017 and December 31, 2016.investments.
 Range 
Weighted Average
(based on fair value of investments)
RangeWeighted Average
(based on fair value of assets)
Unobservable Quantitative Input September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016Unobservable Quantitative InputJune 30, 2022December 31, 2021June 30, 2022December 31, 2021
Discount rates 10.0% to 14.9% 10.0% to 14.9% 12.5% 12.6%Discount rates12.0% to 13.0%12.0% to 15.0%12.6%13.2%
Terminal capitalization rates 4.7% to 5.8% 4.3% to 5.8% 5.4% 5.3%Terminal capitalization rates5.5% to 9.4%5.5% to 8.8%7.6%7.4%
The inputs above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14.    Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Real Estate Fund Investments - continued
The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the three and nine months ended September 30, 2017 and 2016.3.
(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Beginning balance$455,692
 $524,150
 $462,132
 $574,761
Dispositions/distributions(91,606) —
 (91,606) (71,888)
Net unrealized (loss) gain on held investments(11,220) (4,764) (28,860) 16,091
Net realized gains on exited investments35,620
 —
 35,861
 14,676
Previously recorded unrealized gains on exited investment(36,736) —
 (25,538) (14,254)
Other, net—
 —
 (239) —
Ending balance$351,750
 $519,386
 $351,750
 $519,386



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

13.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Beginning balance$13,402 $3,739 $7,730 $3,739 
Previously recorded unrealized loss on exited investments53,724 — 59,396 — 
Realized loss on exited investments(53,724)— (53,724)— 
Net unrealized loss on held investments(6,800)(295)(6,800)(789)
Dispositions(5,672)— (5,672)— 
Purchases/additional fundings— 295 — 789 
Ending balance$930 $3,739 $930 $3,739 
Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports that provide net asset values on a fair value basis from a third partythird-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basisperiod of time over which these underlying assets are audited by independent public accounting firms on an annual basis.expected to be liquidated is unknown. The third partythird-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3,3.
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Beginning balance$44,526 $41,639 $45,016 $39,928 
Purchases2,104 2,564 2,947 3,013 
Sales(1,880)(544)(2,787)(689)
Realized and unrealized (losses) gains(858)969 (2,098)2,262 
Other, net263 227 1,077 341 
Ending balance$44,155 $44,855 $44,155 $44,855 
Loans Receivable
Loans receivable consist of loan investments in real estate related assets for which we have elected the three and nine months ended September 30, 2017 and 2016.
(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Beginning balance$49,849
 $60,140
 $57,444
 $59,186
Purchases2,176
 1,251
 3,989
 3,523
Sales(3,810) (3,737) (15,922) (5,888)
Realized and unrealized gains (losses)246
 (1,055) 2,151
 (743)
Other, net823
 316
 1,622
 837
Ending balance$49,284
 $56,915
 $49,284
 $56,915

Fair Value Measurements on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist of our investmentoption under ASC 825-10. These investments are classified as Level 3.
Significant unobservable quantitative inputs used in PREIT that was written-down to its estimated fair value at September 30, 2017. See Note 6 - Investments in Partially Owned Entities for details of the impairment loss related to PREIT recognized during 2017. There are no assets measured at fair value on a nonrecurring basis at December 31, 2016. The table below presentsdetermining the fair value of this asset by its leveleach investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value hierarchy.of these loans receivable.
RangeWeighted Average
(based on fair value of investments)
Unobservable Quantitative InputJune 30, 2022December 31, 2021June 30, 2022December 31, 2021
Discount rates6.5%6.5%6.5%6.5%
Terminal capitalization rates5.0%5.0%5.0%5.0%
The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Beginning balance$50,848 $48,209 $50,182 $47,743 
Interest accrual1,198 867 2,397 1,708 
Paydowns— (300)(533)(675)
Ending balance$52,046 $48,776 $52,046 $48,776 

35
(Amounts in thousands)As of September 30, 2017
 Total Level 1 Level 2 Level 3
Investment in PREIT$65,563
 $65,563
 $—
 $—


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

14.    Fair Value Measurements - continued
13.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows.
The following tables summarize our consolidated derivative instruments, all of which hedge variable rate debt, as of June 30, 2022 and December 31, 2021.
(Amounts in thousands)As of June 30, 2022
Variable Rate
Hedged ItemFair ValueNotional AmountSpread over LIBOR/SOFRInterest RateSwapped RateExpiration Date
Included in other assets:
Interest rate swaps:
555 California Street mortgage loan$42,763 $840,000 (1)L+1933.26%2.26%5/24
PENN 11 mortgage loan23,609 500,000 L+1953.07%2.23%3/24
Unsecured term loan2,497 750,000 (2)S+1302.83%4.05%10/23
4 Union Square South mortgage loan1,613 100,000 (3)L+1402.46%3.74%1/25
Various interest rate caps3,557 1,650,000 
$74,039 $3,840,000 
Included in other liabilities:
770 Broadway mortgage loan interest rate swap$1,756 $350,000 (4)S+2253.75%5.11%7/27
____________________
See notes below.


(Amounts in thousands)As of December 31, 2021
Variable Rate
Hedged ItemFair ValueNotional AmountSpread over LIBORInterest RateSwapped RateExpiration Date
Included in other assets:
555 California Street mortgage loan interest rate swap$11,814 $840,000 (1)L+1932.04%2.26%5/24
PENN 11 mortgage loan interest rate swap6,565 500,000 L+1952.05%2.23%3/24
Various interest rate caps550 1,650,000 
$18,929 $2,990,000 
Included in other liabilities:
Unsecured term loan interest rate swap$28,976 $750,000 (2)L+1001.10%3.87%10/23
33-00 Northern Boulevard mortgage loan interest rate swap3,861 100,000 (3)L+1801.91%4.14%1/25
$32,837 $850,000 
____________________
(1)Represents our 70.0% share of the $1.2 billion mortgage loan.
(2)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of SOFR plus 1.30%.
(3)Upon the sale of 33-00 Northern Boulevard in June 2022, the $100,000 corporate-level interest rate swap was reallocated and now hedges the interest rate on $100,000 of the 4 Union Square South mortgage loan through January 2025. The remaining $20,000 mortgage loan balance bears interest at a floating rate of LIBOR plus 1.40%.
(4)Upon the June 28, 2022 refinancing of the mortgage loan, the interest rate on $350,000 of the loan was swapped to a fixed rate of 5.11% and on July 22, 2022, the interest rate on the remaining $350,000 was swapped to a fixed rate of 4.85%. The swaps result in a blended fixed interest rate of 4.98% through July 2027.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14.    Fair Value Measurements - continued
Fair Value Measurements on a Nonrecurring Basis
There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets as of June 30, 2022 and December 31, 2021.
Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair valuesvalue of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair valuesvalue of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of September 30, 2017 and December 31, 2016.instruments.
(Amounts in thousands)(Amounts in thousands)As of September 30, 2017 As of December 31, 2016(Amounts in thousands)As of June 30, 2022As of December 31, 2021
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Cash equivalentsCash equivalents$1,013,282
 $1,013,282
 $1,307,105
 $1,307,105
Cash equivalents$504,097 $504,000 $1,346,684 $1,347,000 
Debt:Debt:       Debt:
Mortgages payable$8,204,763
 $8,223,000
 $8,206,680
 $8,163,000
Mortgages payable$5,888,415 $5,779,000 $6,099,215 $6,052,000 
Senior unsecured notes850,000
 885,000
 850,000
 899,000
Senior unsecured notes1,200,000 1,087,000 1,200,000 1,230,000 
Unsecured term loan375,000
 375,000
 375,000
 375,000
Unsecured term loan800,000 800,000 800,000 800,000 
Unsecured revolving credit facilities—
 —
 115,630
 116,000
Unsecured revolving credit facilities575,000 575,000 575,000 575,000 
Total$9,429,763
(1) 
$9,483,000
 $9,547,310
(1) 
$9,553,000
Total$8,463,415 (1)$8,241,000 $8,674,215 (1)$8,657,000 
____________________
(1)Excludes $78,162$70,684 and $100,640$58,268 of deferred financing costs, net and other as of SeptemberJune 30, 20172022 and December 31, 2016,2021, respectively.

14.
15.    Stock-based Compensation

Vornado’s 2010 Omnibus Share Plan provides for grants of incentive and non-qualified Vornado stock options, restricted stock, restricted Operating Partnership units and Out-Performance Plan awards to certain of our employees and officers. We account for all equity-based compensation in accordance with ASC 718. Equity-basedTopic 718, Compensation - Stock Compensation. Stock-based compensation expense, a component of "general and administrative" expense on our consolidated statements of income, was $5,693,000$5,846,000 and $6,117,000$6,154,000 for the three months ended SeptemberJune 30, 20172022 and 2016,2021, respectively, and $27,319,000$19,001,000 and $27,903,000$27,379,000 for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, respectively.

15.
Fee and Other Income

16.    Interest and Other Investment Income, Net
The following table sets forth the details of feeinterest and other income:investment income, net:
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Amortization of discount on investments in U.S. Treasury bills$1,728 $— $1,857 $— 
Interest on loans receivable994 558 1,819 1,118 
Interest on cash and cash equivalents and restricted cash310 78 374 140 
Other, net4 903 4 1,803 
$3,036 $1,539 $4,054 $3,061 
17.    Interest and Debt Expense
The following table sets forth the details of interest and debt expense:
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Interest expense$60,742 $58,259 $111,543 $113,910 
Capitalized interest and debt expense(3,701)(10,779)(7,221)(21,046)
Amortization of deferred financing costs5,599 4,414 10,427 9,094 
$62,640 $51,894 $114,749 $101,958 
(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
BMS cleaning fees$26,429
 $24,532
 $75,925
 $68,656
Management and leasing fees2,330
 1,935
 7,382
 5,694
Lease termination fees991
 1,819
 5,947
 7,123
Other income3,542
 2,357
 8,958
 6,561
 $33,292
 $30,643
 $98,212
 $88,034

Management and leasing fees include management fees from Interstate Properties, a related party, of $125,000 and $128,000 for the three months ended September 30, 2017 and 2016, respectively, and $377,000 and $390,000 for the nine months ended September 30, 2017 and 2016, respectively. The above table excludes fee income from partially owned entities, which is included in “(loss) income from partially owned entities” (see Note 6 – Investments in Partially Owned Entities).



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

16.
Interest and Other Investment Income, Net

The following table sets forth the details of interest and other investment income, net:
(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Dividends on marketable securities$3,309
 $3,354
 $9,923
 $9,799
Mark-to-market income of investments in our deferred compensation plan (1)
1,975
 204
 5,233
 2,625
Interest on loans receivable754
 754
 3,599
 2,250
Other, net3,268
 2,147
 9,045
 5,447
 $9,306
 $6,459
 $27,800
 $20,121
____________________
(1)This income is entirely offset by the expense resulting from the mark-to-market of the deferred compensation plan liability, which is included in "general and administrative" expense.

17.
Interest and Debt Expense

The following table sets forth the details of interest and debt expense:
(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Interest expense$89,675
 $79,648
 $263,037
 $247,172
Amortization of deferred financing costs7,977
 7,906
 24,523
 24,372
Capitalized interest and debt expense(12,584) (7,833) (34,979) (21,510)
 $85,068
 $79,721
 $252,581
 $250,034



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

18.
(Loss)    Income Per Share/(Loss) Income Per Class A Unit

Vornado Realty Trust

The following table provides a reconciliation of both net (loss) income andpresents the number of common shares used in the computationcalculations of (i) basic (loss) income per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted (loss) income per common share - which includes the weighted average common shares outstanding and dilutive share equivalents. DilutiveUnvested share-based payment awards that contain nonforfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include restricted stock awards, based on the two-class method. Our share-based payment awards, including employee stock options, restricted Operating Partnership units ("OP Units"), out-performance plan awards ("OPPs"), appreciation-only long term incentive plan units ("AO LTIP Units"), Performance Conditioned AO LTIP Units and Long-Term Performance Plan units ("LTPP Units"), are included in the calculation of diluted income per share equivalents may includeusing the treasury stock method if dilutive. Our convertible securities, including our Series A convertible preferred shares, employee stock options, restricted stock awardsSeries G-1 through G-4 convertible preferred units and Out-Performance Plan awards.Series D-13 redeemable preferred units, are reflected in diluted income per share by application of the if-converted method if dilutive.
(Amounts in thousands, except per share amounts)(Amounts in thousands, except per share amounts)For the Three Months Ended September 30, For the Nine Months Ended September 30,(Amounts in thousands, except per share amounts)For the Three Months Ended June 30,For the Six Months Ended June 30,
 2017 2016 2017 20162022202120222021
Numerator:Numerator:       Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests$32,050
 $69,037
 $196,684
 $337,339
(Loss) income from discontinued operations, net of income attributable to noncontrolling interests(44,948) 23,543
 (13,600) (97,732)
Net income attributable to VornadoNet income attributable to Vornado$65,947 $64,512 $107,954 $85,062 
Preferred share dividendsPreferred share dividends(15,529)(16,467)(31,058)(32,934)
Net income attributable to common shareholdersNet income attributable to common shareholders50,418 48,045 76,896 52,128 
Earnings allocated to unvested participating securitiesEarnings allocated to unvested participating securities(5)(9)(10)(18)
Numerator for basic income per shareNumerator for basic income per share50,413 48,036 76,886 52,110 
Impact of assumed conversion of dilutive convertible securitiesImpact of assumed conversion of dilutive convertible securities(380)— (257)— 
Numerator for diluted income per shareNumerator for diluted income per share$50,033 $48,036 $76,629 $52,110 
Denominator:Denominator:
Denominator for basic income per share – weighted average shares Denominator for basic income per share – weighted average shares 191,750 191,527 191,737 191,473 
Effect of dilutive securities(1):
Effect of dilutive securities(1):
Share-based payment awardsShare-based payment awards261 853 289 734 
Convertible securitiesConvertible securities28 — 21 — 
Denominator for diluted income per share – weighted average shares and assumed conversionsDenominator for diluted income per share – weighted average shares and assumed conversions192,039 192,380 192,047 192,207 
INCOME PER COMMON SHARE - BASIC:INCOME PER COMMON SHARE - BASIC:
Net (loss) income attributable to Vornado(12,898) 92,580
 183,084
 239,607
Preferred share dividends(16,128) (19,047) (48,386) (59,774)
Net income per common shareNet income per common share$0.26 $0.25 $0.40 $0.27 
INCOME PER COMMON SHARE - DILUTED:INCOME PER COMMON SHARE - DILUTED:
Preferred share issuance costs (Series J redemption)—
 (7,408) —
 (7,408)
Net (loss) income attributable to common shareholders(29,026) 66,125
 134,698
 172,425
Earnings allocated to unvested participating securities(9) (13) (37) (43)
Numerator for basic (loss) income per share(29,035) 66,112
 134,661
 172,382
Impact of assumed conversions:       
Earnings allocated to Out-Performance Plan units—
 —
 195
 96
Numerator for diluted (loss) income per share$(29,035) $66,112
 $134,856
 $172,478
        
Denominator:       
Denominator for basic (loss) income per share – weighted average shares189,593
 188,901
 189,401
 188,778
Effect of dilutive securities(1):
       
Employee stock options and restricted share awards1,254
 1,147
 1,553
 1,067
Out-Performance Plan units—
 —
 303
 241
Denominator for diluted (loss) income per share – weighted average shares and assumed conversions190,847
 190,048
 191,257
 190,086
        
(LOSS) INCOME PER COMMON SHARE – BASIC:       
Income from continuing operations, net$0.09
 $0.23
 $0.78
 $1.43
(Loss) income from discontinued operations, net(0.24) 0.12
 (0.07) (0.52)
Net (loss) income per common share$(0.15) $0.35
 $0.71
 $0.91
        
(LOSS) INCOME PER COMMON SHARE – DILUTED:       
Income from continuing operations, net$0.09
 $0.23
 $0.78
 $1.42
(Loss) income from discontinued operations, net(0.24) 0.12
 (0.07) (0.51)
Net (loss) income per common share$(0.15) $0.35
 $0.71
 $0.91
Net income per common shareNet income per common share$0.26 $0.25 $0.40 $0.27 
____________________
(1)The effect of dilutive securities for the three months ended September 30, 2017 and 2016 excludes an aggregate of 12,413 and 12,315 weighted average common share equivalents, respectively, and 12,173 and 12,072 weighted average common share equivalents for the nine months ended September 30, 2017 and 2016 respectively, as their effect was anti-dilutive.

(1)The effect of dilutive securities excluded an aggregate of 15,572 and 13,653 weighted average common share equivalents for the three months ended June 30, 2022 and 2021, respectively, and 15,697 and 13,783 weighted average common share equivalents for the six months ended June 30, 2022 and 2021, respectively,as their effect was anti-dilutive.

38
39

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

18.(Loss)    Income Per Share/(Loss) Income Per Class A Unit - continued

Vornado Realty L.P.

The following table provides a reconciliation of both net (loss) income andpresents the number of Class A units used in the computationcalculations of (i) basic (loss) income per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units and (ii) diluted (loss) income per Class A unit - which includes the weighted average Class A units outstanding and dilutive Class A unit equivalents. DilutiveUnvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include Vornado restricted stock awards and our OP Units, based on the two-class method. Our other share-based payment awards, including Vornado stock options, OPPs, AO LTIP Units, Performance Conditioned AO LTIP Units and LTPP Units, are included in the calculation of diluted income per Class A unit equivalents may includeusing the treasury stock method if dilutive. Our convertible securities, including our Series A convertible preferred units, Vornado stock options, restrictedSeries G-1 through G-4 convertible preferred units and Series D-13 redeemable preferred units, are reflected in diluted income per Class A unit awards and Out-Performance Plan awards.by application of the if-converted method if dilutive.
(Amounts in thousands, except per unit amounts)(Amounts in thousands, except per unit amounts)For the Three Months Ended September 30, For the Nine Months Ended September 30,(Amounts in thousands, except per unit amounts)For the Three Months Ended June 30,For the Six Months Ended June 30,
 2017 2016 2017 20162022202120222021
Numerator:Numerator:       Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests$33,154
 $71,866
 $206,642
 $355,221
(Loss) income from discontinued operations(47,930) 25,080
 (14,501) (104,204)
Net income attributable to Vornado Realty L.P.Net income attributable to Vornado Realty L.P.$69,729 $68,048 $113,730 $88,927 
Preferred unit distributionsPreferred unit distributions(15,557)(16,508)(31,115)(33,016)
Net income attributable to Class A unitholdersNet income attributable to Class A unitholders54,172 51,540 82,615 55,911 
Earnings allocated to unvested participating securitiesEarnings allocated to unvested participating securities(582)(664)(1,221)(1,385)
Numerator for basic income per Class A unitNumerator for basic income per Class A unit53,590 50,876 81,394 54,526 
Impact of assumed conversion of dilutive convertible securitiesImpact of assumed conversion of dilutive convertible securities(380)— (257)— 
Numerator for diluted income per Class A unitNumerator for diluted income per Class A unit$53,210 $50,876 $81,137 $54,526 
Denominator:Denominator:
Denominator for basic income per Class A unit – weighted average unitsDenominator for basic income per Class A unit – weighted average units205,259 204,621 205,200 204,560 
Effect of dilutive securities(1):
Effect of dilutive securities(1):
Share-based payment awardsShare-based payment awards643 1,193 701 1,012 
Convertible securitiesConvertible securities28 — 21 — 
Denominator for diluted income per Class A unit – weighted average units and assumed conversionsDenominator for diluted income per Class A unit – weighted average units and assumed conversions205,930 205,814 205,922 205,572 
INCOME PER CLASS A UNIT - BASIC:INCOME PER CLASS A UNIT - BASIC:
Net (loss) income attributable to Vornado Realty L.P.(14,776) 96,946
 192,141
 251,017
Preferred unit distributions(16,176) (19,096) (48,531) (59,920)
Net income per Class A unitNet income per Class A unit$0.26 $0.25 $0.40 $0.27 
INCOME PER CLASS A UNIT - DILUTED:INCOME PER CLASS A UNIT - DILUTED:
Preferred unit issuance costs (Series J redemption)—
 (7,408) —
 (7,408)
Net (loss) income attributable to Class A unitholders(30,952) 70,442
 143,610
 183,689
Earnings allocated to unvested participating securities(740) (589) (2,499) (2,001)
Numerator for basic and diluted (loss) income per Class A unit$(31,692) $69,853
 $141,111
 $181,688
        
Denominator:       
Denominator for basic (loss) income per Class A unit – weighted average units201,300
 200,458
 201,093
 200,300
Effect of dilutive securities(1):
       
Vornado stock options and restricted unit awards1,813
 1,683
 2,218
 1,632
Denominator for diluted (loss) income per Class A unit – weighted average units and assumed conversions203,113
 202,141
 203,311
 201,932
        
(LOSS) INCOME PER CLASS A UNIT – BASIC:       
Income from continuing operations, net$0.08
 $0.22
 $0.77
 $1.43
(Loss) income from discontinued operations, net(0.24) 0.13
 (0.07) (0.52)
Net (loss) income per Class A unit$(0.16) $0.35
 $0.70
 $0.91
        
(LOSS) INCOME PER CLASS A UNIT – DILUTED:       
Income from continuing operations, net$0.08
 $0.22
 $0.76
 $1.42
(Loss) income from discontinued operations, net(0.24) 0.13
 (0.07) (0.52)
Net (loss) income per Class A unit$(0.16) $0.35
 $0.69
 $0.90
Net income per Class A unitNet income per Class A unit$0.26 $0.25 $0.39 $0.27 
____________________
(1)The effect of dilutive securities for the three months ended September 30, 2017 and 2016 excludes an aggregate of 147 and 222 weighted average Class A unit equivalents, respectively, and 118 and 226 weighted average Class A unit equivalents for the nine months ended September 30, 2017 and 2016 respectively, as their effect was anti-dilutive.

(1)The effect of dilutive securities excluded an aggregate of1,681 and 219 weighted average Class A unit equivalents for the three months ended June 30, 2022 and 2021, respectively, and 1,822 and 418 weighted average Class A unit equivalents for the six months ended June 30, 2022 and 2021, respectively,as their effect was anti-dilutive.
39
19.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
19.    Commitments and Contingencies

Insurance

WeFor our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $250,000,000 includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake.earthquake, excluding communicable disease coverage. Our California properties have earthquake insurance with coverage of $180,000,000$350,000,000 per occurrence and in the annual aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $4.0$6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $2.0$5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Program Reauthorization Act of 2015,2002, as amended to date and which expires inhas been extended through December 2020.2027.



40
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

19.Commitments and Contingencies - continued

Insurance - continued

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third partythird-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,976,000$1,799,727 and 17%20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.
We continue to monitor the state of the insurance market and the scope and costcosts of coverage for acts of terrorism.terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future.

We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
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 costcosts in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

Other Commitments and Contingencies

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 currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costcosts to us.

In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include the 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000,000 which is included in "right-of-use assets" and "lease liabilities", respectively, on our consolidated balance sheets.
Generally,In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on July 7, 2021, the Regus subsidiary appealed the decision. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg. We are actively pursuing claims relating to the guaranty against the successor to Regus PLC and its parent, in Luxembourg and other jurisdictions.
Our mortgage loans are non-recourse to us. However, inus, except for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore are part of our tax basis. In certain cases, we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to Empire State Development, an entity of New York State, for Farley Office and Retail. As of SeptemberJune 30, 2017,2022, the aggregate dollar amount of these guarantees and master leases is approximately $676,000,000. $1,595,000,000.


40

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
19.    Commitments and Contingencies - continued
Other Commitments and Contingencies - continued
As of SeptemberJune 30, 2017, $10,501,0002022, $15,273,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest rate coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB.BBB- (our current ratings). Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

In September 2016, our 50.1%Our 95% consolidated joint venture (5% is owned by Related Companies ("Related")) is developing Farley Office and Retail. In connection with Related was designated by ESD, an entitythe development of New York State to redevelopthe property, the joint venture admitted a historic tax credit investor partner. Under the terms of the historic Farley Post Office Building (see page 24). The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD,tax credit arrangement, the joint venture is obligatedrequired to buildcomply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Moynihan Train Hall, withTax Credit Investor’s capital contributions. As of June 30, 2022, the Tax Credit Investor has made$92,400,000 in capital contributions. Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill allhave guaranteed certain of the joint venture’s obligations.obligations to the Tax Credit Investor.
As investment manager of the Fund we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital. The obligationsincentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the June 30, 2022 fair value of Skanska Moynihan Train Hall Buildersthe Fund assets, at liquidation we would be required to make a$25,200,000 payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have been bonded by Skanska USA and bears a full guaranty from Skanska AB.

no income statement impact as it was previously accrued.
As of SeptemberJune 30, 2017,2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $45,000,000.

$10,300,000.
As of SeptemberJune 30, 2017,2022, we have construction commitments aggregating approximately $489,000,000.$459,000,000.

20.    Segment Information
We operate in 2 reportable segments, New York and Other, which is based on how we manage our business.
Net operating income ("NOI") at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

41

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.20.    Segment Information
As a result of the spin-off of our Washington, DC segment (see Note 7 - Dispositions), effective July 1, 2017, the Washington, DC segment has been reclassified to the Other segment. We have also reclassified the prior period segment financial results to conform to the current period presentation.continued

Below is a summary of net (loss) incomeNOI at share and a reconciliation of net (loss) income to EBITDA(1) and NOI(1) at share - cash basisby segment for the three and six months ended SeptemberJune 30, 2017.2022 and 2021.
(Amounts in thousands)For the Three Months Ended June 30, 2022
TotalNew YorkOther
Total revenues$453,494 $364,162 $89,332 
Operating expenses(222,309)(176,572)(45,737)
NOI - consolidated231,185 187,590 43,595 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(16,299)(10,707)(5,592)
Add: NOI from partially owned entities74,060 71,209 2,851 
NOI at share288,946 248,092 40,854 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(4,275)(6,189)1,914 
NOI at share - cash basis$284,671 $241,903 $42,768 
(Amounts in thousands)For the Three Months Ended June 30, 2021
TotalNew YorkOther
Total revenues$378,941 $301,144 $77,797 
Operating expenses(190,920)(156,033)(34,887)
NOI - consolidated188,021 145,111 42,910 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,689)(8,473)(7,216)
Add: NOI from partially owned entities77,235 74,400 2,835 
NOI at share249,567 211,038 38,529 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other846 541 305 
NOI at share - cash basis$250,413 $211,579 $38,834 
(Amounts in thousands)For the Six Months Ended June 30, 2022
TotalNew YorkOther
Total revenues$895,624 $722,710 $172,914 
Operating expenses(438,838)(354,107)(84,731)
NOI - consolidated456,786 368,603 88,183 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(36,334)(24,017)(12,317)
Add: NOI from partially owned entities152,752 147,173 5,579 
NOI at share573,204 491,759 81,445 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(7,405)(10,164)2,759 
NOI at share - cash basis$565,799 $481,595 $84,204 
(Amounts in thousands)For the Six Months Ended June 30, 2021
TotalNew YorkOther
Total revenues$758,918 $605,115 $153,803 
Operating expenses(381,899)(317,018)(64,881)
NOI - consolidated377,019 288,097 88,922 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(33,335)(17,094)(16,241)
Add: NOI from partially owned entities155,991 151,173 4,818 
NOI at share499,675 422,176 77,499 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(352)(432)80 
NOI at share - cash basis$499,323 $421,744 $77,579 
(Amounts in thousands)For the Three Months Ended September 30, 2017 
 Total New York Other 
Total revenues$528,755
 $453,609
 $75,146
 
Total expenses366,520
 284,976
 81,544
 
Operating income (loss)162,235
 168,633
 (6,398) 
(Loss) income from partially owned entities(41,801) 1,411
 (43,212) 
Loss from real estate fund investments(6,308) —
 (6,308) 
Interest and other investment income, net9,306
 1,413
 7,893
 
Interest and debt expense(85,068) (61,529) (23,539) 
Income (loss) before income taxes38,364
 109,928
 (71,564) 
Income tax expense(1,188) (1,087) (101) 
Income (loss) from continuing operations37,176
 108,841
 (71,665) 
Loss from discontinued operations(47,930) —
 (47,930) 
Net (loss) income(10,754) 108,841
 (119,595) 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(4,022) (2,552) (1,470) 
Net (loss) income attributable to the Operating Partnership(14,776) 106,289
 (121,065) 
Interest and debt expense(2)
113,438
 84,907
 28,531
 
Depreciation and amortization(2)
136,621
 104,799
 31,822
 
Income tax expense (2)
1,462
 1,182
 280
 
EBITDA(1)
236,745
 297,177
(3) 
(60,432)
(4) 
Acquisition and transaction related costs, including $53,581 for the spin-off of JBGS53,642
 —
 53,642
 
Impairment loss on investment in PREIT44,465
 —
 44,465
 
General and administrative expenses less $1,975 mark-to-market of our deferred compensation plan35,495
 9,479
 26,016
 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(23,304) (21,435) (1,869) 
Our share of net realized/unrealized losses from our real estate fund investments10,394
 —
 10,394
 
Net gain resulting from UE operating partnership unit issuances(5,200) —
 (5,200) 
Real estate impairment losses(2)
4,354
 —
 4,354
 
Net gains on sale of real estate and other(2)
(1,547) —
 (1,547) 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(12,207) (12,207) —
 
Dividends received from Alexander's7,030
 7,030
 —
 
Our share of PREIT EBITDA(3,731) —
 (3,731) 
Distributions received from PREIT1,361
 —
 1,361
 
Our share of UE EBITDA (excluding management fees)(2,513) —
 (2,513) 
Distributions received from UE1,257
 —
 1,257
 
NOI(1)
$346,241
 $280,044
(3) 
$66,197
(4) 
____________________
See notes on pages 46 through 48.


42

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.    Segment Information - continued
20.Segment Information - continued
Below is a summary of net income and a reconciliation of net income to EBITDA(1) NOI at share and NOI(1) by segment at share - cash basis for the three and six months ended SeptemberJune 30, 2016.2022 and 2021.
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
2022202120222021
Net income$68,903 $76,832 $122,278 $103,825 
Depreciation and amortization expense118,662 89,777 236,105 185,131 
General and administrative expense31,902 30,602 73,118 74,788 
Transaction related costs and other2,960 106 3,965 949 
Income from partially owned entities(25,720)(31,426)(59,434)(60,499)
Loss (income) from real estate fund investments142 (5,342)(5,532)(5,173)
Interest and other investment income, net(3,036)(1,539)(4,054)(3,061)
Interest and debt expense62,640 51,894 114,749 101,958 
Net gains on disposition of wholly owned and partially owned assets(28,832)(25,724)(35,384)(25,724)
Income tax expense3,564 2,841 10,975 4,825 
NOI from partially owned entities74,060 77,235 152,752 155,991 
NOI attributable to noncontrolling interests in consolidated subsidiaries(16,299)(15,689)(36,334)(33,335)
NOI at share288,946 249,567 573,204 499,675 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(4,275)846 (7,405)(352)
NOI at share - cash basis$284,671 $250,413 $565,799 $499,323 

(Amounts in thousands)For the Three Months Ended September 30, 2016 
 Total New York Other 
Total revenues$502,753
 $432,869
 $69,884
 
Total expenses354,292
 280,689
 73,603
 
Operating income (loss)148,461
 152,180
 (3,719) 
Income (loss) from partially owned entities3,811
 (579) 4,390
 
Income from real estate fund investments1,077
 —
 1,077
 
Interest and other investment income, net6,459
 1,355
 5,104
 
Interest and debt expense(79,721) (51,212) (28,509) 
Income (loss) before income taxes80,087
 101,744
 (21,657) 
Income tax expense(4,563) (2,356) (2,207) 
Income (loss) from continuing operations75,524
 99,388
 (23,864) 
Income from discontinued operations25,080
 —
 25,080
 
Net income100,604
 99,388
 1,216
 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(3,658) (2,985) (673) 
Net income attributable to the Operating Partnership96,946
 96,403
 543
 
Interest and debt expense(2)
122,979
 66,314
 56,665
 
Depreciation and amortization(2)
172,980
 111,731
 61,249
 
Income tax expense(2)
5,102
 2,445
 2,657
 
EBITDA(1)
398,007
 276,893
(3) 
121,114
(4) 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(46,500) (35,199) (11,301) 
General and administrative expenses less $204 mark-to-market of our deferred compensation plan40,238
 9,783
 30,455
 
Net gains on sale of real estate and other(2)
(5,386) —
 (5,386) 
Acquisition and transaction related costs, including $2,739 for the spin-off of JBGS3,808
 —
 3,808
 
Real estate impairment losses(2)
1,599
 —
 1,599
 
Our share of net realized/unrealized losses from our real estate fund investments99
 —
 99
 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(11,506) (11,506) —
 
Dividends received from Alexander's6,617
 6,617
 —
 
Our share of PREIT EBITDA(3,070) —
 (3,070) 
Distributions received from PREIT1,342
 —
 1,342
 
Our share of UE EBITDA (excluding management fees)(2,514) —
 (2,514) 
Distributions received from UE1,143
 —
 1,143
 
NOI(1)
$383,877
 $246,588
(3) 
$137,289
(4) 
____________________
See notes on pages 46 through 48.


43
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.Segment Information - continued
Below is a summary of net income (loss) and a reconciliation of net income (loss) to EBITDA(1) and NOI(1) by segment for the nine months ended September 30, 2017.
(Amounts in thousands)For the Nine Months Ended September 30, 2017 
 Total New York Other 
Total revenues$1,547,900
 $1,316,710
 $231,190
 
Total expenses1,100,042
 845,632
 254,410
 
Operating income (loss)447,858
 471,078
 (23,220) 
Income (loss) from partially owned entities5,578
 (954) 6,532
 
Loss from real estate fund investments(1,649) —
 (1,649) 
Interest and other investment income, net27,800
 4,384
 23,416
 
Interest and debt expense(252,581) (179,851) (72,730) 
Net gain on disposition of wholly owned and partially owned assets501
 —
 501
 
Income (loss) before income taxes227,507
 294,657
 (67,150) 
Income tax expense(2,429) (324) (2,105) 
Income (loss) from continuing operations225,078
 294,333
 (69,255) 
Loss from discontinued operations(14,501) —
 (14,501) 
Net income (loss)210,577
 294,333
 (83,756) 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(18,436) (8,041) (10,395) 
Net income (loss) attributable to the Operating Partnership192,141
 286,292
 (94,151) 
Interest and debt expense(2)
348,350
 239,032
 109,318
 
Depreciation and amortization(2)
476,406
 328,058
 148,348
 
Income tax expense(2)
4,180
 540
 3,640
 
EBITDA(1)
1,021,077
 853,922
(3) 
167,155
(4) 
General and administrative expenses less $5,233 mark-to-market of our deferred compensation plan131,365
 31,630
 99,735
 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(73,125) (58,797) (14,328) 
Acquisition and transaction related costs, including $67,045 for the spin-off of JBGS68,118
 —
 68,118
 
Impairment loss on investment in PREIT44,465
 —
 44,465
 
Net gains on sale of real estate and other(2)
(21,507) —
 (21,507) 
Net gains resulting from UE operating partnership unit issuances(21,100) —
 (21,100) 
Our share of net realized/unrealized losses from our real estate fund investments18,802
 —
 18,802
 
Net gain on repayment of our Suffolk Downs JV debt investments(11,373) —
 (11,373) 
Real estate impairment losses(2)
7,572
 —
 7,572
 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(35,511) (35,511) —
 
Dividends received from Alexander's21,090
 21,090
 —
 
Our share of PREIT EBITDA(15,439) —
 (15,439) 
Distributions received from PREIT3,929
 —
 3,929
 
Our share of UE EBITDA (excluding management fees)(9,694) —
 (9,694) 
Distributions received from UE3,773
 —
 3,773
 
NOI(1)
$1,132,442
 $812,334
(3) 
$320,108
(4) 
____________________
See notes on pages 46 through 48.



44
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.Segment Information - continued
Below is a summary of net income (loss) and a reconciliation of net income (loss) to EBITDA(1) and NOI(1) by segment for the nine months ended September 30, 2016.
(Amounts in thousands)For the Nine Months Ended September 30, 2016 
 Total New York Other 
Total revenues$1,489,768
 $1,269,464
 $220,304
 
Total expenses1,062,219
 818,419
 243,800
 
Operating income (loss)427,549
 451,045
 (23,496) 
Income (loss) from partially owned entities3,892
 (5,143) 9,035
 
Income from real estate fund investments28,750
 —
 28,750
 
Interest and other investment income, net20,121
 3,684
 16,437
 
Interest and debt expense(250,034) (162,193) (87,841) 
Net gains on disposition of wholly owned and partially owned assets160,225
 159,511
 714
 
Income (loss) before income taxes390,503
 446,904
 (56,401) 
Income tax expense(8,921) (4,131) (4,790) 
Income (loss) from continuing operations381,582
 442,773
 (61,191) 
Loss from discontinued operations(104,204) —
 (104,204) 
Net income (loss)277,378
 442,773
 (165,395) 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(26,361) (9,811) (16,550) 
Net income (loss) attributable to the Operating Partnership251,017
 432,962
 (181,945) 
Interest and debt expense(2)
376,898
 208,683
 168,215
 
Depreciation and amortization(2)
521,143
 331,448
 189,695
 
Income tax expense(2)
13,067
 4,424
 8,643
 
EBITDA(1)
1,162,125
 977,517
(3) 
184,608
(4) 
Net gains on sale of real estate and other(2)
(168,140) (159,511) (8,629) 
Real estate impairment losses(2)
166,701
 —
 166,701
 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(152,023) (114,217) (37,806) 
General and administrative expenses less $2,625 mark-to-market of our deferred compensation plan132,085
 27,557
 104,528
 
Acquisition and transaction related costs, including $4,597 for the spin-off of JBGS11,319
 —
 11,319
 
Our share of net realized/unrealized gains from our real estate fund investments(8,741) —
 (8,741) 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(34,880) (34,880) —
 
Dividends received from Alexander's19,849
 19,849
 —
 
Our share of PREIT EBITDA(8,537) —
 (8,537) 
Distributions received from PREIT3,906
 —
 3,906
 
Our share of UE EBITDA (excluding management fees)(7,539) —
 (7,539) 
Distributions received from UE3,430
 —
 3,430
 
NOI(1)
$1,119,555
 $716,315
(3) 
$403,240
(4) 
____________________
See notes on the following pages.




45
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.Segment Information - continued
Notes to preceding tabular information:

(1)
EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization."  NOI represents "Net Operating Income" on a cash basis. We calculate EBITDA and NOI on an Operating Partnership basis which is before allocation to the noncontrolling interest of the Operating Partnership.  We consider EBITDA the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. We also consider NOI a key non-GAAP financial measure. NOI is before general and administrative expenses, straight-line rental income and expense, amortization of acquired below and above market leases, net, acquisition and transaction related costs, our share of net realized and unrealized gains or losses from our real estate fund investments, impairment losses and gains on disposal of assets. As properties are bought and sold based on a multiple of NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to those of our peers. EBITDA and NOI should not be considered substitutes for net income. EBITDA and NOI may not be comparable to similarly titled measures employed by other companies.

Our 7.5% interest in Fashion Centre Mall/Washington Tower and our interest in Rosslyn Plaza (ranging from 43.7% to 50.4%) were not included in the spin-off of our Washington, DC segment and have been reclassified to Other. The prior year's presentation has been conformed to the current year.  In addition, on January 1, 2017, we reclassified our investment in 85 Tenth Avenue from Other to the New York segment as a result of the December 1, 2016 repayment of our loans receivable and the receipt of a 49.9% ownership interest in the property. 

(2)
Adjustments include our proportionate share of partially owned entities and give effect to noncontrolling interest's share of consolidated subsidiaries.



46
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.Segment Information - continued
Notes to preceding tabular information - continued:

(3)The elements of "New York" EBITDA are summarized below.
  (Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30, 
   2017 2016 2017 2016 
  Office$183,162
 $164,150
(a) 
$522,566
 $484,735
(a) 
  Retail90,316
 91,061
(a) 
269,762
 272,083
(a) 
  Residential5,981
 6,214
 18,450
 18,901
 
  Alexander's12,207
 11,506
 35,511
 34,880
 
  Hotel Pennsylvania5,511
 3,962
 7,633
 4,287
 
  Total New York EBITDA, as adjusted297,177
 276,893
 853,922
 814,886
 
  Certain items that impact EBITDA:        
  Net gain on sale of 47% ownership interest in 7 West 34th Street—
 —
 —
 159,511
 
  EBITDA from sold properties—
 —
 —
 3,120
 
  Total of certain items that impact EBITDA—
 —
 —
 162,631
 
  Total New York EBITDA$297,177
 $276,893
 $853,922
 $977,517
 

The elements of "New York" NOI are summarized below.
  (Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30, 
   2017 2016 2017 2016 
  Office$179,505
 $157,643
(a) 
$523,531
 $459,509
(a) 
  Retail81,839
 72,178
(a) 
241,667
 211,611
(a) 
  Residential5,418
 5,525
 16,300
 16,724
 
  Alexander's7,030
 6,617
 21,090
 19,849
 
  Hotel Pennsylvania6,252
 4,625
 9,746
 6,390
 
  Total New York NOI, as adjusted280,044
 246,588
 812,334
 714,083
 
  NOI from sold properties—
 —
 —
 2,232
 
  Total New York NOI$280,044
 $246,588
 $812,334
 $716,315
 
_____________________
(a)Beginning in January 2017 for office buildings with retail at the base, we have adjusted the allocation of real estate taxes between the retail and office elements above. This has no effect on our consolidated financial statements but resulted in a reallocation of $4,213 and $12,058 of income from retail to office for the three and nine months ended September 30, 2016, respectively.






47
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.Segment Information - continued
Notes to preceding tabular information - continued:

(4)The elements of "Other" EBITDA are summarized below.
  (Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
   2017 2016 2017 2016
  theMART (including trade shows)$24,165
 $21,696
 $72,471
 $70,689
  555 California Street11,643
 11,405
 35,870
 35,137
  Other investments11,379
 20,388
 36,318
 57,092
  
Corporate general and administrative expenses(a)
(22,730) (21,519) (78,952) (76,364)
  
Investment income and other, net(a)
5,910
 6,871
 24,079
 19,317
  Other EBITDA, as adjusted30,367
 38,841
 89,786
 105,871
  Certain items that impact EBITDA:       
  JBGS which is treated as a discontinued operation:       
  Transaction costs(53,581) (2,739) (67,045) (4,597)
  Operating results through July 17, 2017 spin-off13,038
 75,307
 153,449
 214,604
   (40,543) 72,568
 86,404
 210,007
  Impairment loss on investment in PREIT(44,465) —
 (44,465) —
  (Loss) income from real estate fund investments, net(7,794) 807
 (11,333) 13,662
  Net gain resulting from UE operating partnership unit issuances5,200
 —
 21,100
 —
  Our share of net gain on sale of Suffolk Downs—
 —
 15,314
 —
  Net gain on repayment of Suffolk Downs JV debt investments—
 —
 11,373
 —
  Skyline properties impairment loss—
 —
 —
 (160,700)
  Other(3,197) 8,898
 (1,024) 15,768
  Total of certain items that impact EBITDA(90,799) 82,273
 77,369
 78,737
  Other EBITDA$(60,432) $121,114
 $167,155
 $184,608

The elements of "Other" NOI are summarized below.
  (Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
   2017 2016 2017 2016
  theMART (including trade shows)$25,422
 $21,758
 $74,859
 $70,914
  555 California Street11,013
 9,899
 33,647
 24,010
  Other investments7,589
 21,381
 15,138
 44,482
  
Investment income and other, net(a)
5,910
 6,871
 24,079
 19,317
  Other NOI, as adjusted49,934
 59,909
 147,723
 158,723
  Certain items that impact NOI:       
  JBGS operating results through July 17, 2017 spin-off12,971
 72,919
 160,634
 233,310
  Our share of real estate fund investments2,600
 2,555
 7,469
 6,313
  Other692
 1,906
 4,282
 4,894
  Total of certain items that impact NOI16,263
 77,380
 172,385
 244,517
  Other NOI$66,197
 $137,289
 $320,108
 $403,240
_____________________
(a)The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $1,975 and $204 of income for the three months ended September 30, 2017 and 2016, respectively, and $5,233 and $2,625 of income for the nine months ended September 30, 2017 and 2016, respectively.



48
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

21.
Subsequent Event

On October 17, 2017, we extended one of our two $1.25 billion unsecured revolving credit facilities from November 2019 to January 2022 with two six-month extension options. The interest rate on the extended facility was lowered from LIBOR plus 1.05% to LIBOR plus 1.00%. The facility fee remains at 20 basis points. The interest rate and facility fees are the same as our other $1.25 billion unsecured revolving credit facility, which matures in February 2021 with two six-month extension options.


49


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and the Board of Trustees
of Vornado Realty Trust
New York, New York

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust and subsidiaries (the “Company”"Company") as of SeptemberJune 30, 2017, and2022, the related consolidated statements of income, and comprehensive income, changes in equity for the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20172022 and 20162021, and changes in equity andof cash flows for the nine-monthsix-month periods ended SeptemberJune 30, 20172022 and 2016. These2021, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements areinformation for it to be in conformity with accounting principles generally accepted in the responsibilityUnited States of the Company’s management.America.


We conducted our reviewshave previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States),PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ DELOITTE & TOUCHE LLP

New York, New York
August 1, 2022
44



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Vornado Realty L.P.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and subsidiaries (the "Partnership") as of June 30, 2022, the related consolidated statements of income, comprehensive income, changes in equity for the three-month and six-month periods ended June 30, 2022 and 2021, and of cash flows for the six-month periods ended June 30, 2022 and 2021, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to such consolidatedthe accompanying interim financial statementsinformation for themit to be in conformity with accounting principles generally accepted in the United States of America.


We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of Vornado Realty Trustthe Partnership as of December 31, 2016,2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended prior to the reclassification for the discontinued operations described in Note 7 to the accompanying financial statements (not presented herein); and in our report dated February 13, 2017,14, 2022, we expressed an unqualified opinion on those consolidated financial statements. We also audited the adjustments described in Note 7 that were applied to reclassify the December 31, 2016 consolidated balance sheet of Vornado Realty Trust (not presented herein) for discontinued operations.statements. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued consolidated balance sheetinformation set forth in deriving the accompanying retrospectively adjusted consolidated balance sheet as of December 31, 2016.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
October 30, 2017



50

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Vornado Realty L.P.
New York, New York

We have reviewed2021, is fairly stated, in all material respects, in relation to the accompanying consolidated balance sheet of Vornado Realty L.P. and consolidated subsidiaries (the “Partnership”) as of September 30, 2017, and the related consolidated statements of income and comprehensive incomefrom which it has been derived.

Basis for the three-month and nine-month periods ended September 30, 2017 and 2016 and changes in equity, and cash flows for the nine-month periods ended September 30, 2017 and 2016. TheseReview Results

This interim financial statements areinformation is the responsibility of the Partnership’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States),PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty L.P. as of December 31, 2016, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended prior to the reclassification for the discontinued operations described in Note 7 to the accompanying financial statements (not presented herein); and in our report dated February 13, 2017, we expressed an unqualified opinion on those consolidated financial statements. We also audited the adjustments described in Note 7 that were applied to reclassify the December 31, 2016 consolidated balance sheet of Vornado Realty L.P. and subsidiaries (not presented herein) for discontinued operations. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued consolidated balance sheet in deriving the accompanying retrospectively adjusted consolidated balance sheet as of December 31, 2016.


/s/ DELOITTE & TOUCHE LLP


Parsippany, New JerseyYork, New York
October 30, 2017

August 1, 2022

45
51


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this Quarterly Report constitute forward‑lookingforward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. 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, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict.
Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, which continue to be uncertain but the impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021.
For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item"Item 1A. Risk Factors”Factors" in Part I of our Annual Report on Form 10-K as amended, for the year ended December 31, 2016.2021. 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three and ninesix months ended SeptemberJune 30, 2017.2022. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and ninesix months ended SeptemberJune 30, 20172022 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to the current year presentation.





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Overview

Vornado Realty Trust (“Vornado”) is a fully integratedfully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of and owned approximately 93.5%92.3% of the common limited partnership interest in the Operating Partnership as of SeptemberJune 30, 2017.2022. All references to the “Company,” “we,” “us,”“us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

On July 17, 2017, we completed the spin-off of our Washington, DC segment comprised of (i) 37 office properties totaling over 11.1 million square feet, five multifamily properties with 3,133 units and five other assets totaling approximately 406,000 square feet and (ii) 18 future development assets totaling over 10.4 million square feet of estimated potential development density, and (iii) $412.5 million of cash ($275.0 million plus The Bartlett financing proceeds less transaction costs and other mortgage items) to JBG SMITH Properties (“JBGS”). On July 18, 2017, JBGS was combined with the management business and certain Washington, DC assets of The JBG Companies (“JBG”), a Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, is the Chairman of the Board of Trustees of JBGS. Mitchell Schear, former President of our Washington, DC business, is a member of the Board of Trustees of JBGS. We are providing transition services to JBGS initially including information technology, financial reporting and payroll services. The spin-off was effected through a tax-free distribution by Vornado to the holders of Vornado common shares of all of the common shares of JBGS at the rate of one JBGS common share for every two common shares of Vornado and the distribution by the Operating Partnership to the holders of its common units of all of the outstanding common units of JBG SMITH Properties LP (“JBGSLP”) at the rate of one JBGSLP common unit for every two common units of VRLP held of record. See JBGS’ Amendment No. 3 on Form 10 (File No. 1-37994) filed with the Securities and Exchange Commission on June 9, 2017 for additional information. Beginning in the third quarter of 2017, the historical financial results of our Washington, DC segment are reflected in our consolidated financial statements as discontinued operations for all periods presented.

Business Objective and Operating Strategy
Our business objective is to maximize Vornado shareholder value, which we measure by the total return provided to Vornado’s shareholders. Below is a table comparing Vornado’s performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended September 30, 2017:
   
Total Return(1)
 
   Vornado Office REIT MSCI 
 Three-month 2.3 % (0.7)% 0.9% 
 Nine-month (6.7)% 1.9 % 3.6% 
 One-year (3.1)% 2.5 % 0.5% 
 Three-year 14.0 % 30.3 % 31.9% 
 Five-year 52.0 % 53.7 % 58.0% 
 Ten-year 38.9 % 47.0 % 75.6% 
____________________
(1)Past performance is not necessarily indicative of future performance.




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Overview - continued

We intend to achieve our business objective by continuing to pursue our investment philosophy and executing our operating strategies through:

maintaining a superior team of operating and investment professionals and an entrepreneurial spirit
investing in properties in select markets, such as New York City, 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 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 asset sales and by accessing the public and private capital markets.  We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.

We compete with a large number of real estate investors, property owners and developers, some of whichwhom may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Item 1A. Risk“Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K as amended, for the year ended December 31, 2016,2021 for additional information regarding these factors.

Our business has been adversely affected by the ongoing COVID-19 pandemic and the preventive measures taken to curb the spread of the virus. The pandemic has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business closures. Some of the effects on us include the following:
•While substantially all of the limitations and restrictions imposed on our retail tenants during the onset of the pandemic have been lifted, economic conditions and other factors, including a decline in Manhattan tourism since the onset of the virus, continue to adversely affect the financial health of our retail tenants.
•While our buildings are open, many of our office tenants are working remotely.
•We permanently closed the Hotel Pennsylvania on April 5, 2021 and plan to develop an office tower on the site.
•Trade shows at theMART were cancelled beginning March of 2020 and resumed in the third quarter of 2021 with generally lower attendance than pre-pandemic levels.
The extent of the COVID-19 pandemic’s effect on our operational and financial performance will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants and governmental and tenant responses thereto, which continue to be uncertain. Given the dynamic nature of the circumstances, it is difficult to predict the long-term impact of the ongoing COVID-19 pandemic on our business, financial condition, results of operations and cash flows but the impact could be material.
Vornado Realty Trust

Quarter Ended SeptemberJune 30, 20172022 Financial Results Summary

Net lossincome attributable to common shareholders for the quarter ended SeptemberJune 30, 20172022 was $29,026,000,$50,418,000, or $0.15$0.26 per diluted share, compared to net income attributable to common shareholders of $66,125,000,$48,045,000, or $0.35$0.25 per diluted share, for the prior year’s quarter. The quarters ended SeptemberJune 30, 20172022 and 20162021 include certain items that impact the comparability of period-to-period net (loss) income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net loss attributable to common shareholders for the quarter ended September 30, 2017 by $97,255,000, or $0.51 per diluted share, and increased net income attributable to common shareholders for the quarter ended SeptemberJune 30, 20162022 by $18,115,000,$13,015,000, or $0.10$0.07 per diluted share.share, and $21,241,000, or $0.11 per diluted share, for the quarter ended June 30, 2021.

Funds From Operationsfrom operations (“FFO”) attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended SeptemberJune 30, 20172022 was $100,178,000,$154,965,000, or $0.52$0.80 per diluted share, compared to $225,529,000,$153,364,000, or $1.19$0.80 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended SeptemberJune 30, 20172022 and 20162021 include certain items that impact the comparability of period-to-period FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common shareholders plus assumed conversions for the quarter ended SeptemberJune 30, 20172022 by $88,811,000,$5,094,000, or $0.47$0.03 per diluted share, and increased FFO attributable to common shareholders plus assumed conversions by $20,203,000, or $0.11 per diluted share, for the quarter ended SeptemberJune 30, 2016 by $49,310,000, or $0.26 per diluted share.2021.

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Overview - continued
Six Months Ended SeptemberJune 30, 20172022 Financial Results Summary

Net income attributable to common shareholders for the ninesix months ended SeptemberJune 30, 20172022 was $134,698,000,$76,896,000, or $0.71$0.40 per diluted share, compared to $172,425,000,$52,128,000, or $0.91$0.27 per diluted share, for the ninesix months ended SeptemberJune 30, 2016.2021. The ninesix months ended SeptemberJune 30, 20172022 and 20162021 include certain items that impact the comparability of period-to-period net incomeattributable to common shareholders, which are listed in the table onbelow. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the following page.six months ended June 30, 2022 by $7,687,000, or $0.04 per diluted share, and $12,878,000, or $0.07 per diluted share, for the six months ended June 30, 2021.
FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2022 was $309,997,000, or $1.60 per diluted share, compared to $271,771,000, or $1.41 per diluted share, for the six months ended June 30, 2021. FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2022 and 2021 include certain items that impact the comparability of period-to-period FFO, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2022 by $2,499,000, or $0.02 per diluted share, and increased FFO attributable to common shareholders by $14,251,000, or $0.07 per diluted share for the six months ended June 30, 2021.
The following table reconciles the difference between our net income attributable to common shareholders for the nine months ended September 30, 2017 by $30,740,000, or $0.16 per diluted share, and increasedour net income attributable to common shareholders, foras adjusted:
(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
 2022202120222021
Certain (income) expense items that impact net income attributable to common shareholders:
Net gain on sale of the Center Building (33-00 Northern Boulevard, Long Island City, NY)$(15,213)$— $(15,213)$— 
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV(13,613)— (13,613)— 
Hotel Pennsylvania loss8,931 4,992 17,860 13,982 
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)3,234 — 6,407 — 
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium unit(s) and ancillary amenities(673)(22,208)(6,085)(22,208)
Other3,760 (5,508)2,660 (5,574)
(13,574)(22,724)(7,984)(13,800)
Noncontrolling interests' share of above adjustments559 1,483 297 922 
Total of certain (income) expense items that impact net income attributable to common shareholders$(13,015)$(21,241)$(7,687)$(12,878)
The following table reconciles the nine months ended September 30, 2016 by $53,053,000, or $0.28 per diluted share.

difference between our FFO for the nine months ended September 30, 2017 was $564,431,000, or $2.95 per diluted share, compared to $658,880,000, or $3.47 per diluted share, for the nine months ended September 30, 2016.  FFO for the nine months ended September 30, 2017 and 2016 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increasedcommon shareholders plus assumed conversions and our FFO for the nine months ended September 30, 2017 and 2016 by $27,086,000, or $0.14 per diluted share, and $159,791,000, or $0.84 per diluted share, respectively.attributable to common shareholders plus assumed conversions, as adjusted:

(Amounts in thousands)For the Three Months Ended June 30,For the Six Months Ended June 30,
 2022202120222021
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)$3,234 $— $6,407 $— 
After-tax net gain on sale of 220 CPS condominium unit(s) and ancillary amenities(673)(22,208)(6,085)(22,208)
Other2,912 953 2,363 7,304 
5,473 (21,255)2,685 (14,904)
Noncontrolling interests' share of above adjustments(379)1,052 (186)653 
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net$5,094 $(20,203)$2,499 $(14,251)

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Overview - continued

(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Certain items that impact net (loss) income attributable to common shareholders:       
JBG SMITH Properties which is treated as a discontinued operation:       
Transaction costs$(53,581) $(2,739) $(67,045) $(4,597)
Operating results through July 17, 2017 spin-off3,950

29,489
 47,752
 66,714
 (49,631) 26,750
 (19,293) 62,117
        
Impairment loss on investment in Pennsylvania REIT(44,465) —
 (44,465) —
(Loss) income from real estate fund investments, net(7,794) 807
 (11,333) 13,662
Net gain resulting from Urban Edge Properties operating partnership unit issuances5,200
 —
 21,100
 —
Our share of write-off of deferred financing costs(3,819) —
 (3,819) —
Preferred share issuance costs (Series J redemption)—
 (7,408) —
 (7,408)
Our share of net gain on sale of Suffolk Downs—
 —
 15,314
 —
Net gain on repayment of Suffolk Downs JV debt investments—
 —
 11,373
 —
Skyline properties impairment loss—
 —
 —
 (160,700)
Net gain on sale of 47% ownership interest in 7 West 34th Street—
 —
 —
 159,511
Other(3,197) (851) (1,024) (10,699)
 (103,706) 19,298
 (32,147) 56,483
Noncontrolling interests' share of above adjustments6,451
 (1,183) 1,407
 (3,430)
Total of certain items that impact net (loss) income attributable to common shareholders, net$(97,255) $18,115
 $(30,740) $53,053
Certain items that impact FFO:       
JBG SMITH Properties which is treated as a discontinued operation:       
Transaction costs$(53,581) $(2,739) $(67,045) $(4,597)
Operating results through July 17, 2017 spin-off10,148
 61,699
 122,201
 169,141
 (43,433) 58,960
 55,156
 164,544
        
Impairment loss on investment in Pennsylvania REIT(44,465) —
 (44,465) —
(Loss) income from real estate fund investments, net(7,794) 807
 (11,333) 13,662
Net gain resulting from Urban Edge Properties operating partnership unit issuances5,200
 —
 21,100
 —
Our share of write-off of deferred financing costs(3,819) —
 (3,819) —
Preferred share issuance costs (Series J redemption)—
 (7,408) —
 (7,408)
Net gain on repayment of our Suffolk Downs JV debt investments—
 —
 11,373
 —
Other(390) 171
 856
 (130)
 (94,701) 52,530
 28,868
 170,668
Noncontrolling interests' share of above adjustments5,890
 (3,220) (1,782) (10,877)
Total of certain items that impact FFO, net$(88,811) $49,310
 $27,086
 $159,791



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Overview - continued

Vornado Realty L.P.

Quarter Ended September 30, 2017 Financial Results Summary

Net loss attributable to Class A unitholders for the quarter ended September 30, 2017 was $30,952,000, or $0.16 per diluted Class A unit, compared to net income attributable to Class A unitholders of $70,442,000, or $0.35 per diluted Class A unit, for the prior year’s quarter.  The quarters ended September 30, 2017 and 2016 include certain items that impact net (loss) income attributable to Class A unitholders, which are listed in the table below.  The aggregate of these items increased net loss attributable to Class A unitholders for the quarter ended September 30, 2017 by $103,706,000, or $0.51 per diluted Class A unit, and increased net income attributable to Class A unitholders for the quarter ended September 30, 2016 by $19,298,000, or $0.10 per diluted Class A unit.

Nine Months Ended September 30, 2017 Financial Results Summary

Net income attributable to Class A unitholders for the nine months ended September 30, 2017 was $143,610,000, or $0.69 per diluted Class A unit, compared to $183,689,000, or $0.90 per diluted Class A unit, for the nine months ended September 30, 2016.  The nine months ended September 30, 2017 and 2016 include certain items that impact net income attributable to Class A unitholders, which are listed in the table below.  The aggregate of these items decreased net income attributable to Class A unitholders for the nine months ended September 30, 2017 by $32,147,000, or $0.16 per diluted Class A unit, and increased net income attributable to Class A unitholders for the nine months ended September 30, 2016 by $56,483,000, or $0.28 per diluted Class A unit.

(Amounts in thousands)For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Certain items that impact net (loss) income attributable to Class A unitholders:       
JBG SMITH Properties which is treated as a discontinued operation:       
Transaction costs$(53,581) $(2,739) $(67,045) $(4,597)
Operating results through July 17, 2017 spin-off3,950
 29,489
 47,752
 66,714
 (49,631) 26,750
 (19,293) 62,117
        
Impairment loss on investment in Pennsylvania REIT(44,465) —
 (44,465) —
(Loss) income from real estate fund investments, net(7,794) 807
 (11,333) 13,662
Net gain resulting from Urban Edge Properties operating partnership unit issuances5,200
 —
 21,100
 —
Our share of write-off of deferred financing costs(3,819) —
 (3,819) —
Preferred unit issuance costs (Series J redemption)—
 (7,408) —
 (7,408)
Our share of net gain on sale of Suffolk Downs—
 —
 15,314
 —
Net gain on repayment of Suffolk Downs JV debt investments—
 —
 11,373
 —
Skyline properties impairment loss—
 —
 —
 (160,700)
Net gain on sale of 47% ownership interest in 7 West 34th Street—
 —
 —
 159,511
Other(3,197) (851) (1,024) (10,699)
Total of certain items that impact net (loss) income attributable to Class A unitholders$(103,706) $19,298
 $(32,147) $56,483


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Overview - continued

Vornado Realty Trust and Vornado Realty L.P.

Same Store EBITDA and Same Store NOI

The percentage increase (decrease) in same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and same store Net Operating Income (“NOI”) on aAt Share
The percentage increase in same store NOI at share and same store NOI at share - cash basis of our New York segment, and theMART and 555 California Street which are included in Other, are summarized below.
  New York theMART 555 California Street
Same store EBITDA % increase (decrease) :     
 Three months ended September 30, 2017 compared to September 30, 20165.0%
(1) 
11.3 % 1.7 %
 Nine months ended September 30, 2017 compared to September 30, 20162.7%
(1) 
3.4 %
(2) 
(0.2)%
 Three months ended September 30, 2017 compared to June 30, 20174.8%
(1) 
(1.1)% (4.1)%
Same store NOI % increase (decrease):     
 Three months ended September 30, 2017 compared to September 30, 201613.8%
(1) 
17.0 % 13.2 %
 Nine months ended September 30, 2017 compared to September 30, 201613.2%
(1) 
5.8 %
(2) 
37.9 %
 Three months ended September 30, 2017 compared to June 30, 20173.9%
(1) 
1.6 % (2.2)%
       
____________________
   EBITDA  NOI
 (1)Excluding Hotel Pennsylvania - same store % increase:   
  Three months ended September 30, 2017 compared to September 30, 20164.5% 13.4%
  Nine months ended September 30, 2017 compared to September 30, 20162.3% 12.8%
  Three months ended September 30, 2017 compared to June 30, 20175.3% 4.4%
      
 (2)The nine months ended September 30, 2017 includes a $2,000,000 reversal of an expense accrued in 2015. Excluding this amount, same store EBITDA increased by 6.2% and same store NOI increased by 8.9%.

TotalNew YorktheMART555 California Street
Same store NOI at share % increase
Three months ended June 30, 2022 compared to June 30, 20217.1 %7.1 %8.3 %6.1 %
Six months ended June 30, 2022 compared to June 30, 20215.3 %5.0 %9.2 %4.6 %
Same store NOI at share - cash basis % increase
Three months ended June 30, 2022 compared to June 30, 20218.4 %7.7 %10.5 %14.9 %
Six months ended June 30, 2022 compared to June 30, 20217.3 %6.6 %12.4 %10.0 %
Calculations of same store EBITDA, same store NOI at share, reconciliations of our net income to EBITDANOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.


Dispositions
220 CPS
During the six months ended June 30, 2022, we closed on the sale of one condominium unit and ancillary amenities at 220 CPS for net proceeds of $16,124,000 resulting in a financial statement net gain of $7,030,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $945,000 of income tax expense was recognized on our consolidated statements of income. From inception to June 30, 2022, we have closed on the sale of 107 units and ancillary amenities for net proceeds of $3,023,020,000 resulting in financial statement net gains of $1,124,285,000.
SoHo Properties
On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Center Building (33-00 Northern Boulevard)
On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Financings
100 West 33rd Street
On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (3.09% as of June 30, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The loan matures in June 2027, with two one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.
770 Broadway
On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (3.75% as of June 30, 2022) and matures in July 2024, with three one-year extension options (July 2027 as fully extended). Upon the achievement of certain conditions within the first 18 months of closing, the interest rate will decrease to SOFR plus 1.75% and we will have the option to draw an additional $300,000,000 of proceeds. Concurrently with the refinancing, the interest rate on $350,000,000 of the loan was swapped to a fixed rate of 5.11% and on July 22, 2022, the interest rate on the remaining $350,000,000 was swapped to a fixed rate of 4.85%. The swaps result in a blended fixed interest rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.

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Financings - continued
FinancingsUnsecured Revolving Credit Facility

On June 1, 2017, Alexander’s, Inc. (NYSE: ALX), in which30, 2022, we have a 32.4% ownership interest, completed a $500,000,000 refinancing of the office portion of 731 Lexington Avenue. The interest-only loan is at LIBOR plus 0.90% (2.14% at September 30, 2017)amended and matures in June 2020 with four one-year extension options. In connection therewith, Alexander’s purchased an interest rate cap with a notional amount of $500,000,000 that caps LIBOR at a rate of 6.00%. The property was previously encumbered by a $300,000,000 interest-only mortgage at LIBOR plus 0.95% which was scheduled to mature in March 2021.

On June 15, 2017, the joint venture, in which we have a 50.1% interest, completed a $271,000,000 loan facility, with an initial advance of $202,299,000 for the Moynihan Office Building. The interest-only loan is at LIBOR plus a 3.25% (4.48% at September 30, 2017) and matures in June 2019 with two one-year extension options.

On June 20, 2017, we completed a $220,000,000 financing of The Bartlett residential building. The five-year interest-only loan is at LIBOR plus 1.70% (2.90% at September 30, 2017), and matures in June 2022. On July 17, 2017, the property, the loan and the $217,000,000 of net proceeds were transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.

On July 17, 2017, prior to completion of the tax-free spin-off of our Washington, DC segment, we repaid the $43,581,000 LIBOR plus 1.25% mortgage encumbering 1700 and 1730 M Street which was scheduled to mature in August 2017. The unencumbered property was then transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.

On July 19, 2017, the joint venture, in which we have a 25.0% interest, completed a $500,000,000 refinancing of 330 Madison Avenue, an 845,000 square foot Manhattan office building. The seven-year interest-only loan matures in August 2024 and has a fixed rate of 3.43%. Our share of net proceeds, after repayment of the existing $150,000,000 LIBOR plus 1.30% mortgage and closing costs, was approximately $85,000,000.

On August 23, 2017, the joint venture, in which we have a 50.0% interest, completed a $1.2 billion refinancing of 280 Park Avenue, a 1,250,000 square foot Manhattan office building. The loan is interest-only at LIBOR plus 1.73% (2.97% at September 30, 2017) and matures in September 2019 with five one-year extension options. Our share of net proceeds, after repayment of the existing $900,000,000 LIBOR plus 2.00% mortgage and closing costs, was approximately $140,000,000.

On October 17, 2017, we extended one of our two revolving credit facilities. The $1.25 billion unsecured revolving credit facilities from November 2019 to January 2022 with two six-month extension options.amended facility bears interest at a rate of SOFR plus 1.15% (2.68% as of June 30, 2022). The interest rate onterm of the extended facility was loweredextended from LIBOR plus 1.05%March 2024 to LIBOR plus 1.00%.December 2027, as fully extended. The facility fee remains at 20is 25 basis points. The interest rate and facility fees are the same as ourOur other $1.25 billion unsecured revolving credit facility which matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.
Unsecured Term Loan
On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2021 with two six-month extension options.

Other Activities

On May 9, 2017, a $150,000,000 mezzanine2024 to December 2027. The extended loan owned by a joint venture in which we have a 33.3% ownership interest was repaid at its maturity and we received our $50,000,000 share. The mezzanine loan earnedbears interest at LIBORa rate of SOFR plus 9.42%1.30% (2.83% as of June 30, 2022). Under an existing swap agreement, $750,000,000 of the $800,000,000 loan has been swapped to a fixed rate of 4.05% through October 2023.

On May 26, 2017, Sterling Suffolk Racecourse, LLC ("Suffolk Downs JV"), a joint ventureLeasing Activity
The leasing activity and related statistics below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in which we have a 21.2% equity interest, soldaccordance with accounting principles generally accepted in the property comprisingUnited States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the Suffolk Downs racetrack in East Boston, Massachusetts (“Suffolk Downs”) for $155,000,000, which resulted in net proceedsperiod.
For the Three Months Ended June 30, 2022
•301,000 square feet of New York Office space (231,000 square feet at share) at an initial rent of $85.27 per square foot and a net gain to usweighted average lease term of $15,314,000.  In addition, we11.5 years. The changes in the GAAP and cash mark-to-market rent on the 109,000 square feet of second generation space were repaid $29,318,000positive 5.1% and positive 1.7%, respectively. Tenant improvements and leasing commissions were $10.40 per square foot per annum, or 12.2% of principalinitial rent.
•8,000 square feet of New York Retail space (all at share) at an initial rent of $626.76 per square foot and $6,129,000a weighted average lease term of accrued interest12.7 years. The changes in the GAAP and cash mark-to-market rent on our debt investmentsthe 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $66.28 per square foot per annum, or 10.6% of initial rent.
•59,000 square feet at theMART (all at share) at an initial rent of $56.33 per square foot and a weighted average lease term of 4.7 years. The changes in Suffolk Downs JV, resultingthe GAAP and cash mark-to-market rent on the 50,000 square feet of second generation space were positive 1.0% and negative 2.6%, respectively. Tenant improvements and leasing commissions were $4.23 per square foot per annum, or 7.5% of initial rent.
For the Six Months Ended June 30, 2022
•573,000 square feet of New York Office space (467,000 square feet at share) at an initial rent of $83.15 per square foot and a weighted average lease term of 10.2 years. The changes in the GAAP and cash mark-to-market rent on the 261,000 square feet of second generation space were positive 5.9% and positive 4.7%, respectively. Tenant improvements and leasing commissions were $11.41 per square foot per annum, or 13.7% of initial rent.
•28,000 square feet of New York Retail space (all at share) at an initial rent of $303.57 per square foot and a net gainweighted average lease term of $11,373,000.  13.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $28.05 per square foot per annum, or 9.2% of initial rent.

•208,000 square feet at theMART (all at share) at an initial rent of $51.64 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 183,000 square feet of second generation space were negative 4.8% and negative 3.9%, respectively. Tenant improvements and leasing commissions were $10.58 per square foot per annum, or 20.5% of initial rent.
On September 29, 2017, Vornado Capital Partners Real Estate Fund (the "Fund") completed•56,000 square feet at 555 California (39,000 square feet at share) at an initial rent of $91.49 per square foot and a weighted average lease term of 6.8 years. The changes in the saleGAAP and cash mark-to-market rent on the 34,000 square feet of 800 Corporate Pointe in Culver City, CA for $148,000,000. From the inceptionsecond generation space were positive 56.4% and positive 19.8%, respectively. Tenant improvements and leasing commissions were $12.50 per square foot per annum, or 13.7% of this investment through its disposition, the Fund realized a $35,620,000 net gain.initial rent.



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Overview - continued

Square Footage (in service) and Occupancy as of June 30, 2022
(Square feet in thousands)Square Feet (in service)
Number of
Properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office31 (1)18,971 16,275 92.1 %
Retail (includes retail properties that are in the base of our office properties)58 (1)2,307 1,866 76.3 %
Residential - 1,983 units(2)
7 (1)1,511 778 97.6 %(2)
Alexander's6 2,241 727 96.2 %(2)
25,030 19,646 90.8 %
Other:
theMART4 3,635 3,626 88.6 %
555 California Street3 1,818 1,273 94.2 %
Other11 2,489 1,154 92.7 %
7,942 6,053 
Total square feet as of June 30, 202232,972 25,699 
____________________
See notes below.


Square Footage (in service) and Occupancy as of December 31, 2021
(Square feet in thousands)Square Feet (in service)
Number of
properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office32 (1)19,442 16,757 92.2 %
Retail (includes retail properties that are in the base of our office properties)60 (1)2,267 1,825 80.7 %
Residential - 1,986 units(2)
8 (1)1,518 785 97.0 %(2)
Alexander's6 2,218 719 95.6 %(2)
25,445 20,086 91.3 %
Other:    
theMART4 3,692 3,683 88.9 %
555 California Street3 1,818 1,273 93.8 %
Other11 2,489 1,154 92.8 %
  7,999 6,110  
Total square feet as of December 31, 202133,444 26,196 
____________________
(1)Reflects the Office, Retail and Residential space within our 73 and 76 total New York properties as of June 30, 2022 and December 31, 2021, respectively.
(2)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and occupancy.
Critical Accounting Estimates
A summary of our critical accounting policies and estimates used in the preparation of our consolidated financial statements is included in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2021. For the six months ended June 30, 2022, there were no material changes to these policies.
Recently Issued Accounting LiteratureLeasing Activity

In May 2014,The leasing activity and related statistics below are based on leases signed during the Financial Accounting Standards Boardperiod and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“FASB”) issued an update ("ASU 2014-09") establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”GAAP”). ASU 2014-09, as amended by subsequent ASUsSecond generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
For the Three Months Ended June 30, 2022
•301,000 square feet of New York Office space (231,000 square feet at share) at an initial rent of $85.27 per square foot and a weighted average lease term of 11.5 years. The changes in the GAAP and cash mark-to-market rent on the topic, establishes109,000 square feet of second generation space were positive 5.1% and positive 1.7%, respectively. Tenant improvements and leasing commissions were $10.40 per square foot per annum, or 12.2% of initial rent.
•8,000 square feet of New York Retail space (all at share) at an initial rent of $626.76 per square foot and a single comprehensive model for entities to useweighted average lease term of 12.7 years. The changes in accounting for revenue arising from contracts with customersthe GAAP and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We will adopt this standard effective January 1, 2018, with the exception of the components of revenue from leases, which has been deferred until the adoption of the update ASU 2016-02 to ASC Topic 842, Leases, on January 1, 2019. We will utilize the modified retrospective method when adopting ASU 2014-09, which requires a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. We have analyzed our revenue streams and identified the areas that we expect to be impacted by the adoption of this standard. We expect this standard will have an impactcash mark-to-market rent on the classification6,000 square feet of reimbursementssecond generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $66.28 per square foot per annum, or 10.6% of real estate taxesinitial rent.
•59,000 square feet at theMART (all at share) at an initial rent of $56.33 per square foot and insurance expenses and certain non-lease componentsa weighted average lease term of revenue (e.g., reimbursements of common area maintenance expenses) from leases with no material impact on "total revenues", for new leases executed on or after January 1, 2019. We are4.7 years. The changes in the processGAAP and cash mark-to-market rent on the 50,000 square feet of completingsecond generation space were positive 1.0% and negative 2.6%, respectively. Tenant improvements and leasing commissions were $4.23 per square foot per annum, or 7.5% of initial rent.
For the evaluationSix Months Ended June 30, 2022
•573,000 square feet of the overall impactNew York Office space (467,000 square feet at share) at an initial rent of this standard on our consolidated financial statements, including required informational disclosures for our revenue streams beginning with the first reporting period after adoption.

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition$83.15 per square foot and Measurementa weighted average lease term of Financial Assets and Financial Liabilities to ASCTopic 825, Financial Instruments.  ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We will adopt this standard effective January 1, 2018. While the adoption of this standard requires us to continue to measure “marketable securities” at fair value at each reporting date, the10.2 years. The changes in fair value will be recognized in current period earnings as opposed to “other comprehensive income (loss).”

In February 2016, the FASB issued an update ASU 2016-02 establishing ASC Topic 842, Leases, which sets out the principles for the recognition, measurement, presentationGAAP and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases basedcash mark-to-market rent on the principle261,000 square feet of whethersecond generation space were positive 5.9% and positive 4.7%, respectively. Tenant improvements and leasing commissions were $11.41 per square foot per annum, or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset13.7% of initial rent.
•28,000 square feet of New York Retail space (all at share) at an initial rent of $303.57 per square foot and a weighted average lease liability for all leases with a term of greater than 12 months. Leases with13.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $28.05 per square foot per annum, or 9.2% of initial rent.
•208,000 square feet at theMART (all at share) at an initial rent of $51.64 per square foot and a weighted average lease term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize expense based7.2 years. The changes in the GAAP and cash mark-to-market rent on the effective interest method for finance leases183,000 square feet of second generation space were negative 4.8% and negative 3.9%, respectively. Tenant improvements and leasing commissions were $10.58 per square foot per annum, or on20.5% of initial rent.
•56,000 square feet at 555 California (39,000 square feet at share) at an initial rent of $91.49 per square foot and a straight-line basis for operating leases. We are currently evaluatingweighted average lease term of 6.8 years. The changes in the overall impact of the adoption of ASU 2016-02 on our consolidated financial statementsGAAP and believe that the standard will more significantly impact the accounting for leases in which we are a lessee. We have a number of ground leases for which we will be required to record a right-of-use asset and lease liability equal to the present value of the remaining minimum lease payments upon adoption of this standard. We also expect that this standard will require us to allocate total consideration from leases between lease and non-lease components basedcash mark-to-market rent on the estimated stand-alone selling prices34,000 square feet of the components. The lease components (e.g.second generation space were positive 56.4% and positive 19.8%, base rent) will continue to be recognized on a straight-line basis over the termrespectively. Tenant improvements and leasing commissions were $12.50 per square foot per annum, or 13.7% of the lease and certain non-lease components (e.g., reimbursements of common area maintenance expenses) will be accounted for under the new revenue recognition guidance of ASU 2014-09. As a result, we expect that this standard will have an impact on the classification of reimbursements of real estate taxes, insurance expenses and common area maintenance expenses on our consolidated statements of income, with no impact on "total revenue", for new leases executed on or after January 1, 2019. Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, we may no longer be able to capitalize internal leasing costs and instead may be required to expense these costs as incurred. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We will adopt this standard effective January 1, 2019 using the modified retrospective approach and will elect to use the practical expedients provided by this standard.rent.

In March 2016, the FASB issued an update (“ASU 2016-09”) Improvements to Employee Share-Based Payment Accounting to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”).  ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 was effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016.  The adoption of this update as of January 1, 2017 did not have a material impact on our consolidated financial statements.




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59


Overview - continued

Square Footage (in service) and Occupancy as of June 30, 2022
Recently Issued Accounting Literature - continued
(Square feet in thousands)Square Feet (in service)
Number of
Properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office31 (1)18,971 16,275 92.1 %
Retail (includes retail properties that are in the base of our office properties)58 (1)2,307 1,866 76.3 %
Residential - 1,983 units(2)
7 (1)1,511 778 97.6 %(2)
Alexander's6 2,241 727 96.2 %(2)
25,030 19,646 90.8 %
Other:
theMART4 3,635 3,626 88.6 %
555 California Street3 1,818 1,273 94.2 %
Other11 2,489 1,154 92.7 %
7,942 6,053 
Total square feet as of June 30, 202232,972 25,699 

____________________
In August 2016,See notes below.


Square Footage (in service) and Occupancy as of December 31, 2021
(Square feet in thousands)Square Feet (in service)
Number of
properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office32 (1)19,442 16,757 92.2 %
Retail (includes retail properties that are in the base of our office properties)60 (1)2,267 1,825 80.7 %
Residential - 1,986 units(2)
8 (1)1,518 785 97.0 %(2)
Alexander's6 2,218 719 95.6 %(2)
25,445 20,086 91.3 %
Other:    
theMART4 3,692 3,683 88.9 %
555 California Street3 1,818 1,273 93.8 %
Other11 2,489 1,154 92.8 %
  7,999 6,110  
Total square feet as of December 31, 202133,444 26,196 
____________________
(1)Reflects the FASB issued an update (“ASU 2016-15”) ClassificationOffice, Retail and Residential space within our 73 and 76 total New York properties as of Certain Cash ReceiptsJune 30, 2022 and Cash Payments to ASC Topic 230, Statement of Cash Flows. ASU 2016-15 clarifies guidance on the classification of certain cash receiptsDecember 31, 2021, respectively.
(2)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-15 effective January 1, 2017, with retrospective application to our consolidated statements of cash flows. The adoption of ASU 2016-15 impacted our classification of distributions received from equity method investees. We selected the nature of earnings approach for classifying distributions. Under this approach, the distributions from equity method investees are classified on the basis of the nature of the activity of the investee that generated the distribution. The retrospective application of ASU 2016-15 resulted in the reclassification of certain distributions of income from partially owned entities to distributions of capital from partially owned entities, which reduced net cash provided by operating activities and net cash used in investing activities by $1,839,000 for the nine months ended September 30, 2016.occupancy.

In November 2016, the FASB issued an update (“ASU 2016-18”) Restricted Cash to ASC Topic 230, Statement of Cash Flows. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of period and end of period balances on the statement of cash flows upon adoption of this standard. ASU 2016-18 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, with early adoption permitted. We elected to early adopt ASU 2016-18 effective January 1, 2017, with retrospective application to our consolidated statements of cash flows. Accordingly, the consolidated statements of cash flows present a reconciliation of the changes in cash and cash equivalents and restricted cash. Restricted cash primarily consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind Exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.

In February 2017, the FASB issued an update (“ASU 2017-05”) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets to ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 clarifies the scope of recently established guidance on nonfinancial asset derecognition, as well as the accounting for partial sales of nonfinancial assets. This update conforms the derecognition guidance on nonfinancial assets with the model for transactions in ASC 606. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this standard on January 1, 2018 is not expected to have an impact on our consolidated financial statements.

In May 2017, the FASB issued an update (“ASU 2017-09”) Scope of Modification Accounting to ASC 718. ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. ASU 2017-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this standard on January 1, 2018 is not expected to have an impact on our consolidated financial statements.

In August 2017, the FASB issued an update (“ASU 2017-12”) Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2017-12 on our consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.

Critical Accounting PoliciesEstimates

A summary of our critical accounting policies and estimates used in the preparation of our consolidated financial statements is included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2016 in Management’sPart II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. There have beenOperations in our Annual Report on Form 10-K for the year ended December 31, 2021. For the six months ended June 30, 2022, there were no significantmaterial changes to our policies during 2017.these policies.



60

Overview - continued

Leasing Activity

The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
For the Three Months Ended June 30, 2022
•301,000 square feet of New York Office space (231,000 square feet at share) at an initial rent of $85.27 per square foot and a weighted average lease term of 11.5 years. The changes in the GAAP and cash mark-to-market rent on the 109,000 square feet of second generation space were positive 5.1% and positive 1.7%, respectively. Tenant improvements and leasing commissions were $10.40 per square foot per annum, or 12.2% of initial rent.
•8,000 square feet of New York Retail space (all at share) at an initial rent of $626.76 per square foot and a weighted average lease term of 12.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $66.28 per square foot per annum, or 10.6% of initial rent.
•59,000 square feet at theMART (all at share) at an initial rent of $56.33 per square foot and a weighted average lease term of 4.7 years. The changes in the GAAP and cash mark-to-market rent on the 50,000 square feet of second generation space were positive 1.0% and negative 2.6%, respectively. Tenant improvements and leasing commissions were $4.23 per square foot per annum, or 7.5% of initial rent.
For the Six Months Ended June 30, 2022
•573,000 square feet of New York Office space (467,000 square feet at share) at an initial rent of $83.15 per square foot and a weighted average lease term of 10.2 years. The changes in the GAAP and cash mark-to-market rent on the 261,000 square feet of second generation space were positive 5.9% and positive 4.7%, respectively. Tenant improvements and leasing commissions were $11.41 per square foot per annum, or 13.7% of initial rent.
•28,000 square feet of New York Retail space (all at share) at an initial rent of $303.57 per square foot and a weighted average lease term of 13.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $28.05 per square foot per annum, or 9.2% of initial rent.
•208,000 square feet at theMART (all at share) at an initial rent of $51.64 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 183,000 square feet of second generation space were negative 4.8% and negative 3.9%, respectively. Tenant improvements and leasing commissions were $10.58 per square foot per annum, or 20.5% of initial rent.
•56,000 square feet at 555 California (39,000 square feet at share) at an initial rent of $91.49 per square foot and a weighted average lease term of 6.8 years. The changes in the GAAP and cash mark-to-market rent on the 34,000 square feet of second generation space were positive 56.4% and positive 19.8%, respectively. Tenant improvements and leasing commissions were $12.50 per square foot per annum, or 13.7% of initial rent.
(Square feet in thousands)New York    
  Office Retail theMART 555 California Street
Three Months Ended September 30, 2017       
 Total square feet leased452
 51
 36
 61
 Our share of square feet leased:405
 38
 36
 43
 
Initial rent(1)
$83.09
 $346.34
 $54.11
 $71.77
 Weighted average lease term (years)9.9
 6.1
 5.4
 7.8
 Second generation relet space:       
 Square feet322
 22
 22
 —
 GAAP basis:       
 
Straight-line rent(2)
$81.46
 $89.13
 $62.79
 $—
 Prior straight-line rent$72.79
 $112.10
 $46.03
 $—
 Percentage increase (decrease)11.9% (20.5)%
(3) 
36.4% —%
 Cash basis:       
 
Initial rent(1)
$83.64
 $87.36
 $61.02
 $—
 Prior escalated rent$75.21
 $85.19
 $49.56
 $—
 Percentage increase11.2% 2.5 % 23.1% —%
 Tenant improvements and leasing commissions:       
 Per square foot$84.69
 $232.54
 $30.18
 $131.32
 Per square foot per annum$8.55
 $38.12
 $5.59
 $16.83
 Percentage of initial rent10.2% 11.0 % 10.3% 23.5%

50
Nine Months Ended September 30, 2017       
 Total square feet leased1,548
 87
 227
 132
 Our share of square feet leased:1,188
 68
 227
 93
 
Initial rent(1)
$79.35
 $278.05
 $48.37
 $79.98
 Weighted average lease term (years)8.4
 6.0
 6.9
 9.4
 Second generation relet space:       
 Square feet813
 44
 207
 46
 GAAP basis:       
 
Straight-line rent(2)
$73.89
 $158.51
 $48.53
 $95.09
 Prior straight-line rent$64.62
 $140.76
 $37.45
 $80.30
 Percentage increase14.3% 12.6% 29.6% 18.4%
 Cash basis:       
 
Initial rent(1)
$75.52
 $150.88
 $48.27
 $86.49
 Prior escalated rent$68.23
 $131.03
 $39.83
 $78.67
 Percentage increase10.7% 15.1% 21.2% 9.9%
 Tenant improvements and leasing commissions:       
 Per square foot$74.59
 $156.88
 $42.22
 $111.81
 Per square foot per annum$8.88
 $26.15
 $6.12
 $11.89
 Percentage of initial rent11.1% 9.4% 12.7% 14.9%
____________________
(1)Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
(2)Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, and includes the effect of free rent and periodic step-ups in rent.
(3)Attributable to a single lease for 20,800 square feet at share at 1290 Avenue of the Americas that was the subject of a FAS 141 below market lease upward adjustment when we acquired the property in 2007. Excluding the FAS 141 adjustment the GAAP basis increase in rent would have been 8.0%.


61


Overview - continued

Square Footage (in service) and Occupancy as of SeptemberJune 30, 20172022
(Square feet in thousands)Square Feet (in service)
Number of
Properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office31 (1)18,971 16,275 92.1 %
Retail (includes retail properties that are in the base of our office properties)58 (1)2,307 1,866 76.3 %
Residential - 1,983 units(2)
7 (1)1,511 778 97.6 %(2)
Alexander's6 2,241 727 96.2 %(2)
25,030 19,646 90.8 %
Other:
theMART4 3,635 3,626 88.6 %
555 California Street3 1,818 1,273 94.2 %
Other11 2,489 1,154 92.7 %
7,942 6,053 
Total square feet as of June 30, 202232,972 25,699 
(Square feet in thousands)  Square Feet (in service)  
 
Number of
Properties
 
Total
Portfolio
 
Our
Share
 Occupancy %
New York:       
Office37
 20,242
 16,968
 97.0%
Retail72
 2,709
 2,473
 95.7%
Residential - 1,696 units11
 1,568
 835
 94.4%
Alexander's, including 312 residential units7
 2,437
 790
 99.3%
Hotel Pennsylvania1
 1,400
 1,400
  
   28,356
 22,466
 96.9%
Other:       
theMART3
 3,689
 3,680
 98.7%
555 California Street3
 1,740
 1,218
 94.2%
Rosslyn Plaza Office and Residential - 197 units6
 690
 313
 65.9%
Other4
 1,836
 877
 99.8%
   7,955
 6,088
  
        
Total square feet as of September 30, 2017  36,311
 28,554
  
____________________

See notes below.


Square Footage (in service) and Occupancy as of December 31, 20162021
(Square feet in thousands)Square Feet (in service)
Number of
properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office32 (1)19,442 16,757 92.2 %
Retail (includes retail properties that are in the base of our office properties)60 (1)2,267 1,825 80.7 %
Residential - 1,986 units(2)
8 (1)1,518 785 97.0 %(2)
Alexander's6 2,218 719 95.6 %(2)
25,445 20,086 91.3 %
Other:    
theMART4 3,692 3,683 88.9 %
555 California Street3 1,818 1,273 93.8 %
Other11 2,489 1,154 92.8 %
  7,999 6,110  
Total square feet as of December 31, 202133,444 26,196 
____________________
(1)Reflects the Office, Retail and Residential space within our 73 and 76 total New York properties as of June 30, 2022 and December 31, 2021, respectively.
(2)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and occupancy.
Critical Accounting Estimates
A summary of our critical accounting policies and estimates used in the preparation of our consolidated financial statements is included in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2021. For the six months ended June 30, 2022, there were no material changes to these policies.
Recently Issued Accounting Literature
Refer to Note 3 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.
51
(Square feet in thousands)  Square Feet (in service)  
 
Number of
properties
 
Total
Portfolio
 
Our
Share
 Occupancy %
New York:       
Office36
 20,227
 16,962
 96.3%
Retail70
 2,672
 2,464
 97.1%
Residential - 1,692 units11
 1,559
 826
 95.7%
Alexander's, including 312 residential units7
 2,437
 790
 99.8%
Hotel Pennsylvania1
 1,400
 1,400
  
   28,295
 22,442
 96.5%
Other:       
theMART3
 3,671
 3,662
 98.9%
555 California Street3
 1,738
 1,217
 92.4%
Rosslyn Plaza Office and Residential - 196 units6
 746
 339
 64.0%
Other4
 1,811
 850
 99.8%
   7,966
 6,068
  
        
Total square feet as of December 31, 2016  36,261
 28,510
  



62


Net Income, EBITDA and NOI At Share by Segment for the Three Months Ended SeptemberJune 30, 20172022 and 20162021

As a resultNOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the spin-offprimary non-GAAP financial measure for making decisions and assessing the unlevered performance of our Washington, DC segment, effective July 1, 2017, the Washington, DC segment has been reclassifiedsegments as it relates to the Other segment. We have also reclassified the prior period segment financial results to conformtotal return on assets as opposed to the current period presentation.levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below is a summary of net incomeNOI at share and a reconciliation of net income to EBITDA(1) and NOI(1) at share - cash basisby segment for the three months ended SeptemberJune 30, 2017.2022 and 2021.
(Amounts in thousands)For the Three Months Ended June 30, 2022
TotalNew YorkOther
Total revenues$453,494 $364,162 $89,332 
Operating expenses(222,309)(176,572)(45,737)
NOI - consolidated231,185 187,590 43,595 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(16,299)(10,707)(5,592)
Add: NOI from partially owned entities74,060 71,209 2,851 
NOI at share288,946 248,092 40,854 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(4,275)(6,189)1,914 
NOI at share - cash basis$284,671 $241,903 $42,768 

(Amounts in thousands)For the Three Months Ended June 30, 2021
TotalNew YorkOther
Total revenues$378,941 $301,144 $77,797 
Operating expenses(190,920)(156,033)(34,887)
NOI - consolidated188,021 145,111 42,910 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,689)(8,473)(7,216)
Add: NOI from partially owned entities77,235 74,400 2,835 
NOI at share249,567 211,038 38,529 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other846 541 305 
NOI at share - cash basis$250,413 $211,579 $38,834 
52
(Amounts in thousands)For the Three Months Ended September 30, 2017 
 Total New York Other 
Total revenues$528,755
 $453,609
 $75,146
 
Total expenses366,520
 284,976
 81,544
 
Operating income (loss)162,235
 168,633
 (6,398) 
(Loss) income from partially owned entities(41,801) 1,411
 (43,212) 
Loss from real estate fund investments(6,308) —
 (6,308) 
Interest and other investment income, net9,306
 1,413
 7,893
 
Interest and debt expense(85,068) (61,529) (23,539) 
Income (loss) before income taxes38,364
 109,928
 (71,564) 
Income tax expense(1,188) (1,087) (101) 
Income (loss) from continuing operations37,176
 108,841
 (71,665) 
Loss from discontinued operations(47,930) —
 (47,930) 
Net (loss) income(10,754) 108,841
 (119,595) 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(4,022) (2,552) (1,470) 
Net (loss) income attributable to the Operating Partnership(14,776) 106,289
 (121,065) 
Interest and debt expense(2)
113,438
 84,907
 28,531
 
Depreciation and amortization(2)
136,621
 104,799
 31,822
 
Income tax expense (2)
1,462
 1,182
 280
 
EBITDA(1)
236,745
 297,177
(3) 
(60,432)
(4) 
Acquisition and transaction related costs, including $53,581 for the spin-off of JBGS53,642
 —
 53,642
 
Impairment loss on investment in PREIT44,465
 —
 44,465
 
General and administrative expenses less $1,975 mark-to-market of our deferred compensation plan35,495
 9,479
 26,016
 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(23,304) (21,435) (1,869) 
Our share of net realized/unrealized losses from our real estate fund investments10,394
 —
 10,394
 
Net gain resulting from UE operating partnership unit issuances(5,200) —
 (5,200) 
Real estate impairment losses(2)
4,354
 —
 4,354
 
Net gains on sale of real estate and other(2)
(1,547) —
 (1,547) 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(12,207) (12,207) —
 
Dividends received from Alexander's7,030
 7,030
 —
 
Our share of PREIT EBITDA(3,731) —
 (3,731) 
Distributions received from PREIT1,361
 —
 1,361
 
Our share of UE EBITDA (excluding management fees)(2,513) —
 (2,513) 
Distributions received from UE1,257
 —
 1,257
 
NOI(1)
$346,241
 $280,044
(3) 
$66,197
(4) 
____________________
See notes on pages 65 through 66.


63


Net Income, EBITDA and NOI At Share by Segment for the Three Months Ended SeptemberJune 30, 20172022 and 2016 2021- continued

The elements of our New York and Other NOI at share for the three months ended June 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Three Months Ended June 30,
20222021
New York:
Office$182,042 $164,050 
Retail51,438 39,213 
Residential5,250 4,239 
Alexander's9,362 9,069 
Hotel Pennsylvania(1)
— (5,533)
Total New York248,092 211,038 
Other:
theMART19,947 18,412 
555 California Street16,724 16,038 
Other investments4,183 4,079 
Total Other40,854 38,529 
NOI at share$288,946 $249,567 
___________________
See note below.
The elements of our New York and Other NOI at share - cash basis for the three months ended June 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Three Months Ended June 30,
20222021
New York:
Office$180,326 $167,322 
Retail47,189 36,214 
Residential4,309 3,751 
Alexander's10,079 9,848 
Hotel Pennsylvania(1)
— (5,556)
Total New York241,903 211,579 
Other:
theMART21,541 19,501 
555 California Street16,855 14,952 
Other investments4,372 4,381 
Total Other42,768 38,834 
NOI at share - cash basis$284,671 $250,413 
___________________
(1)On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.


53

Reconciliation of Net Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended June 30, 2022 and 2021

Below is a summary of net income and a reconciliation of net income to EBITDA(1) NOI at share and NOI(1) by segment at share - cash basis for the three months ended SeptemberJune 30, 2016.2022 and 2021.
(Amounts in thousands)For the Three Months Ended June 30,
20222021
Net income$68,903 $76,832 
Depreciation and amortization expense118,662 89,777 
General and administrative expense31,902 30,602 
Transaction related costs and other2,960 106 
Income from partially owned entities(25,720)(31,426)
Loss (income) from real estate fund investments142 (5,342)
Interest and other investment income, net(3,036)(1,539)
Interest and debt expense62,640 51,894 
Net gains on disposition of wholly owned and partially owned assets(28,832)(25,724)
Income tax expense3,564 2,841 
NOI from partially owned entities74,060 77,235 
NOI attributable to noncontrolling interests in consolidated subsidiaries(16,299)(15,689)
NOI at share288,946 249,567 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(4,275)846 
NOI at share - cash basis$284,671 $250,413 
(Amounts in thousands)For the Three Months Ended September 30, 2016 
 Total New York Other 
Total revenues$502,753
 $432,869
 $69,884
 
Total expenses354,292
 280,689
 73,603
 
Operating income (loss)148,461
 152,180
 (3,719) 
Income (loss) from partially owned entities3,811
 (579) 4,390
 
Income from real estate fund investments1,077
 —
 1,077
 
Interest and other investment income, net6,459
 1,355
 5,104
 
Interest and debt expense(79,721) (51,212) (28,509) 
Income (loss) before income taxes80,087
 101,744
 (21,657) 
Income tax expense(4,563) (2,356) (2,207) 
Income (loss) from continuing operations75,524
 99,388
 (23,864) 
Income from discontinued operations25,080
 —
 25,080
 
Net income100,604
 99,388
 1,216
 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(3,658) (2,985) (673) 
Net income attributable to the Operating Partnership96,946
 96,403
 543
 
Interest and debt expense(2)
122,979
 66,314
 56,665
 
Depreciation and amortization(2)
172,980
 111,731
 61,249
 
Income tax expense(2)
5,102
 2,445
 2,657
 
EBITDA(1)
398,007
 276,893
(3) 
121,114
(4) 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(46,500) (35,199) (11,301) 
General and administrative expenses less $204 mark-to-market of our deferred compensation plan40,238
 9,783
 30,455
 
Net gains on sale of real estate and other(2)
(5,386) —
 (5,386) 
Acquisition and transaction related costs, including $2,739 for the spin-off of JBGS3,808
 —
 3,808
 
Real estate impairment losses(2)
1,599
 —
 1,599
 
Our share of net realized/unrealized losses from our real estate fund investments99
 —
 99
 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(11,506) (11,506) —
 
Dividends received from Alexander's6,617
 6,617
 —
 
Our share of PREIT EBITDA(3,070) —
 (3,070) 
Distributions received from PREIT1,342
 —
 1,342
 
Our share of UE EBITDA (excluding management fees)(2,514) —
 (2,514) 
Distributions received from UE1,143
 —
 1,143
 
NOI(1)
$383,877
 $246,588
(3) 
$137,289
(4) 
____________________
See notes on the following pages.


64


Net Income, EBITDA and NOI by Segment for the Three Months Ended September 30, 2017 and 2016 - continued

Notes to preceding tabular information:

(1)
EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization."  NOI represents "Net Operating Income" on a cash basis. We calculate EBITDA and NOI on an Operating Partnership basis which is before allocation to the noncontrolling interest of the Operating Partnership.  We consider EBITDA the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. We also consider NOI a key non-GAAP financial measure. NOI is before general and administrative expenses, straight-line rental income and expense, amortization of acquired below and above market leases, net, acquisition and transaction related costs, our share of net realized and unrealized gains or losses from our real estate fund investments, impairment losses and gains on disposal of assets. As properties are bought and sold based on a multiple of NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to those of our peers. EBITDA and NOI should not be considered substitutes for net income. EBITDA and NOI may not be comparable to similarly titled measures employed by other companies.

Our 7.5% interest in Fashion Centre Mall/Washington Tower and our interest in Rosslyn Plaza (ranging from 43.7% to 50.4%) were not included in the spin-off of our Washington, DC segment and have been reclassified to Other. The prior year's presentation has been conformed to the current year.  In addition, on January 1, 2017, we reclassified our investment in 85 Tenth Avenue from Other to the New York segment as a result of the December 1, 2016 repayment of our loans receivable and the receipt of a 49.9% ownership interest in the property. 

(2)
Adjustments include our proportionate share of partially owned entities and give effect to noncontrolling interest's share of consolidated subsidiaries.

(3)The elements of "New York" EBITDA are summarized below.
 (Amounts in thousands)For the Three Months Ended September 30, 
  2017 2016 
 Office$183,162
 $164,150
(a) 
 Retail90,316
 91,061
(a) 
 Residential5,981
 6,214
 
 Alexander's12,207
 11,506
 
 Hotel Pennsylvania5,511
 3,962
 
 Total New York EBITDA$297,177
 $276,893
 

The elements of "New York" NOI are summarized below.
 (Amounts in thousands)For the Three Months Ended September 30, 
  2017 2016 
 Office$179,505
 $157,643
(a) 
 Retail81,839
 72,178
(a) 
 Residential5,418
 5,525
 
 Alexander's7,030
 6,617
 
 Hotel Pennsylvania6,252
 4,625
 
 Total New York NOI, as adjusted$280,044
 $246,588
 
_____________________
(a)Beginning in January 2017 for office buildings with retail at the base, we have adjusted the allocation of real estate taxes between the retail and office elements above. This has no effect on our consolidated financial statements but resulted in a reallocation of $4,213 of income from retail to office for the three months ended September 30, 2016.





65


Net Income, EBITDA and NOI by Segment for the Three Months Ended September 30, 2017 and 2016 - continued

Notes to preceding tabular information - continued:

(4)The elements of "Other" EBITDA are summarized below.
 (Amounts in thousands)For the Three Months Ended September 30,
  2017 2016
 theMART (including trade shows)$24,165
 $21,696
 555 California Street11,643
 11,405
 Other investments11,379
 20,388
 
Corporate general and administrative expenses(a)
(22,730) (21,519)
 
Investment income and other, net(a)
5,910
 6,871
 Other EBITDA, as adjusted30,367
 38,841
 Certain items that impact EBITDA:   
 JBG SMITH Properties which is treated as a discontinued operation:   
 Transaction costs(53,581) (2,739)
 Operating results through July 17, 2017 spin-off13,038
 75,307
  (40,543) 72,568
 Impairment loss on investment in Pennsylvania REIT(44,465) —
 (Loss) income from real estate fund investments, net(7,794) 807
 Net gain resulting from UE Properties operating partnership unit issuances5,200
 —
 Other(3,197) 8,898
 Total of certain items that impact EBITDA(90,799) 82,273
 Other EBITDA$(60,432) $121,114
The elements of "Other" NOI are summarized below.
 (Amounts in thousands)For the Three Months Ended September 30,
  2017 2016
 theMART (including trade shows)$25,422
 $21,758
 555 California Street11,013
 9,899
 Other investments7,589
 21,381
 
Investment income and other, net(a)
5,910
 6,871
 Other NOI, as adjusted49,934
 59,909
 Certain items that impact NOI:   
 JBG SMITH Properties operating results through July 17, 2017 spin-off12,971
 72,919
 Our share of real estate fund investments2,600
 2,555
 Other692
 1,906
 Total of certain items that impact NOI16,263
 77,380
 Other NOI$66,197
 $137,289

(a)The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $1,975 and $204 of income for the three months ended September 30, 2017 and 2016, respectively.

EBITDAAt Share by Region

Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash impairment losses and operations of sold properties.
For the Three Months Ended June 30,
20222021
Region:
New York City metropolitan area87 %86 %
Chicago, IL7 %7 %
San Francisco, CA6 %7 %
100 %100 %
54
 For the Three Months Ended September 30,
 2017 2016
Region:   
New York City metropolitan area89% 89%
Chicago, IL7% 7%
San Francisco, CA4% 4%
 100% 100%


66




Results of Operations – Three Months Ended SeptemberJune 30, 20172022 Compared to SeptemberJune 30, 20162021


Revenues
Our revenues which consist of property rentals, tenant expense reimbursements, and fee and other income, were $528,755,000$453,494,000 for the three months ended SeptemberJune 30, 20172022 compared to $502,753,000$378,941,000 for the prior year’s quarter, an increase of $26,002,000.$74,553,000. Below are the details of the increase by segment:
(Amounts in thousands)TotalNew YorkOther
Increase (decrease) due to:
Rental revenues:
Acquisitions, dispositions and other$6,158 $6,158 $— 
Development and redevelopment22,381 22,381 — 
Trade shows(1)
5,842 — 5,842 
Same store operations31,217 26,620 4,597 
65,598 55,159 10,439 
Fee and other income:
BMS cleaning fees5,916 6,606 (690)
Management and leasing fees(207)(77)(130)
Other income3,246 1,330 1,916 
8,955 7,859 1,096 
Total increase in revenues$74,553 $63,018 $11,535 
(Amounts in thousands)Total New York Other
Increase (decrease) due to:     
Property rentals:     
Acquisitions, dispositions and other$3,228
 $3,002
 $226
Development and redevelopment89
 (93) 182
Hotel Pennsylvania3,215
 3,215
 —
Trade shows497
 —
 497
Same store operations13,880
 10,901
 2,979
 20,909
 17,025
 3,884
Tenant expense reimbursements:     
Acquisitions, dispositions and other(680) (680) —
Development and redevelopment309
 (37) 346
Same store operations2,815
 1,737
 1,078
 2,444
 1,020
 1,424
Fee and other income:     
BMS cleaning fees1,896
 2,904
 (1,008)
Management and leasing fees396
 354
 42
Lease termination fees(830) (239) (591)
Other income1,187
 (324) 1,511
 2,649
 2,695
 (46)
      
Total increase in revenues$26,002
 $20,740
 $5,262
_______________

See notes below.


67


Results of Operations – Three Months Ended September 30, 2017 Compared to September 30, 2016 - continued


Expenses
Our expenses which consist of operating, depreciation and amortization, general and administrative expenses, and acquisition and transaction related costs, were $366,520,000$368,239,000 for the three months ended SeptemberJune 30, 2017,2022, compared to $354,292,000$314,783,000 for the prior year’s quarter, an increase of $12,228,000.$53,456,000. Below are the details of the increase by segment:
(Amounts in thousands)TotalNew YorkOther
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other$1,538 $1,538 $— 
Development and redevelopment8,653 8,376 277 
Non-reimbursable expenses7,964 9,881 (1,917)
Trade shows(1)
3,654 — 3,654 
Hotel Pennsylvania(2)
(6,335)(6,335)— 
BMS expenses5,629 6,318 (689)
Same store operations10,286 761 9,525 
31,389 20,539 10,850 
Depreciation and amortization:
Acquisitions, dispositions and other12,812 12,812 — 
Development and redevelopment12,669 12,669 — 
Same store operations3,404 2,305 1,099 
28,885 27,786 1,099 
General and administrative1,300 278 1,022 
Benefit from deferred compensation plan liability(10,972)— (10,972)
Transaction related costs and other2,854 804 2,050 
Total increase in expenses$53,456 $49,407 $4,049 
______________________
(1)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic and resumed in the third quarter of 2021.
(2)On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.


55
(Amounts in thousands)Total New York Other 
(Decrease) increase due to:      
Operating:      
 Acquisitions, dispositions and other$(786) $(786) $—
 
 Development and redevelopment453
 75
 378
 
 Non-reimbursable expenses, including bad debt reserves(1,459) (2,040) 581
 
 Hotel Pennsylvania1,607
 1,607
 —
 
 Trade shows270
 —
 270
 
 BMS expenses1,586
 2,502
 (916) 
 Same store operations9,793
 6,729
 3,064
 
  11,464
 8,087
 3,377
 
Depreciation and amortization:      
 Acquisitions, dispositions and other117
 117
 —
 
 Development and redevelopment(159) (24) (135) 
 Same store operations(863) (3,589) 2,726
 
  (905) (3,496) 2,591
 
General and administrative:      
 Mark-to-market of deferred compensation plan liability1,771
 —
 1,771
(1) 
 Same store operations906
 (304) 1,210
 
  2,677
 (304) 2,981
 
        
Acquisition and transaction related costs(1,008) —
 (1,008) 
        
Total increase in expenses$12,228
 $4,287
 $7,941
 
____________________
(1)This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.



68



Results of Operations – Three Months Ended SeptemberJune 30, 20172022 Compared to SeptemberJune 30, 20162021 - continued

(Loss) Income from Partially Owned Entities
Summarized belowBelow are the components of (loss) income from partially owned entities for the three months ended September 30, 2017 and 2016.entities.
(Amounts in thousands, except per share amounts)
Percentage
Ownership at
 For the Three Months Ended September 30,
 September 30, 2017 2017 2016
Our Share of Net (Loss) Income:     
Pennsylvania Real Estate Investment Trust ("PREIT")(1)
8.0% $(49,748) $52
Alexander's32.4% 7,845
 8,785
Urban Edge Properties ("UE")(2)
4.5% 6,008
 2,158
Partially owned office buildings/land (3)
Various (5,551) (8,642)
Other investments(4)
Various (355) 1,458
   $(41,801) $3,811
(Amounts in thousands)Percentage Ownership at June 30, 2022For the Three Months Ended June 30,
20222021
Our share of net income (loss):
Fifth Avenue and Times Square JV:
Equity in net income51.5%$13,665 $10,037 
Return on preferred equity, net of our share of the expense9,329 9,329 
22,994 19,366 
Alexander's(1)
32.4%5,986 10,287 
Partially owned office buildings(2)
Various(3,584)3,758 
Other investments(3)
324 (1,985)
$25,720 $31,426 
____________________
(1)
(1)2021 includes our $2,956 share of the net gain on the sale of a land parcel in the Bronx, New York.
(2)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(3)Includes interests in Independence Plaza, Rosslyn Plaza and others.
Based on PREIT’s September 29, 2017 quarter ended closing share price of $10.49, the market value (“fair value” pursuant to ASC Topic 323, Investments - Equity Method and Joint Ventures) of our investment in PREIT was $65,563 or $44,465 below the carrying amount on our consolidated balance sheet. We have concluded that our investment in PREIT is “other-than-temporarily” impaired and recorded a $44,465 non-cash impairment loss on our consolidated statements of income. Our conclusion was based on a sustained trading value of PREIT stock below our carrying amount and our inability to forecast a recovery in the near-term.
(2)2017 includes a $5,200 net gain resulting from UE operating partnership unit issuances.
(3)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.
(4)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Toys "R" Us, Inc., and others.

(Loss) Income from Real Estate Fund Investments
Below are the componentsis a summary of the (loss) income from our real estate fund investments for the three months ended September 30, 2017Fund and 2016.the Crowne Plaza joint venture.
(Amounts in thousands)For the Three Months Ended June 30,
20222021
Previously recorded unrealized loss on exited investments$53,724 $— 
Realized loss on exited investments(53,724)— 
Net unrealized loss on held investments(6,800)(295)
Net investment income6,658 5,637 
(Loss) income from real estate fund investments(142)5,342 
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries365 (3,703)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$223 $1,639 
(Amounts in thousands)For the Three Months Ended September 30,
 2017 2016
Net investment income$6,028
 $5,841
Net realized gains on exited investments35,620
 —
Previously recorded unrealized gains on exited investment(36,736) —
Net unrealized loss on held investments(11,220) (4,764)
(Loss) income from real estate fund investments(6,308) 1,077
Less income attributable to noncontrolling interests in consolidated subsidiaries(1,486) (270)
(Loss) income from real estate fund investments attributable to the Operating Partnership (1)
(7,794) 807
Less loss (income) attributable to noncontrolling interests in the Operating Partnership485
 (49)
(Loss) income from real estate fund investments attributable to Vornado$(7,309) $758
____________________
(1)Excludes $744 and $804 of management and leasing fees for the three months ended September 30, 2017 and 2016, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Interest and Other Investment Income, netNet

InterestThe following table sets forth the details of interest and other investment income, net, was $9,306,000net.
(Amounts in thousands)For the Three Months Ended June 30,
20222021
Amortization of discount on investments in U.S. Treasury bills$1,728 $— 
Interest on loans receivable994 558 
Interest on cash and cash equivalents and restricted cash310 78 
Other, net4 903 
$3,036 $1,539 
Interest and Debt Expense
Interest and debt expense for the three months ended SeptemberJune 30, 2017,2022 was $62,640,000 compared to $6,459,000 in$51,894,000 for the prior year’s quarter, an increase of $2,847,000.$10,746,000. This increase resulted primarily from an increase in the value of investments in our deferred compensation plan (offset by a corresponding decrease in the liability for plan assets in general and administrative expenses).

Interest and Debt Expense

Interest and debt expense was $85,068,000 for the three months ended September 30, 2017, compared to $79,721,000 in the prior year’s quarter, an increase of $5,347,000.  This increase was primarily due to (i) $8,533,000$7,078,000 of higher interest expense relating to our variable rate loans, (ii) $2,093,000 of higher interest expense from the refinancing of 350 Park Avenue and the $375,000,000 drawn on our $750,000,000 delayed draw term loan, (iii) $1,351,000 of higher interest expense from the 1535 Broadway capital lease obligation, partially offset by (iv) $4,751,000 higherlower capitalized interest and debt expense, and (v) $2,137,000(ii) $5,194,000 of higher interest savingsexpense resulting from higher average interest rates on our variable rate loans, partially offset by (iii) $2,552,000 of lower interest expense in connection with the refinancing of theMART.1290 Avenue of the Americas.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets
Net gains on disposition of wholly owned and partially owned assets of $28,832,000 for the three months ended June 30, 2022, primarily consists of (i) $15,213,000 from the sale of the Center Building located at 33-00 Northern Boulevard in Long Island City, New York and (ii) $13,613,000 from the refund of New York City real property transfer tax paid in connection with the April 2019 Fifth Avenue and Times Square JV transaction. Net gains on disposition of wholly owned and partially owned assets of $25,724,000 for the three months ended June 30, 2021, consists of nets gains from the sale of three condominium units and ancillary amenities at 220 CPS.


56
69



Results of Operations – Three Months Ended SeptemberJune 30, 20172022 Compared to SeptemberJune 30, 20162021 - continued

Income Tax Expense

ForIncome tax expense for the three months ended SeptemberJune 30, 2017, income tax expense2022 was $1,188,000,$3,564,000 compared to $4,563,000$2,841,000 for the prior year’s quarter, a decreasean increase of $3,375,000.  This decrease was primarily due to our right this year to offset certain tax losses against certain taxable income of our taxable REIT subsidiaries.$723,000.

(Loss) Income from Discontinued Operations

The table below sets forth the combined results of operations of assets related to discontinued operations for the three months ended September 30, 2017 and 2016, substantially all of which is related to our former Washington, DC business which was spun-off on July 17, 2017.
(Amounts in thousands)For the Three Months Ended September 30,
 2017 2016
Total revenues$25,747
 $134,912
Total expenses21,708
 109,506
 4,039
 25,406
JBG SMITH Properties spin-off transaction costs(53,581) (2,739)
Net gains on sale of real estate and a lease position1,530
 2,864
Income from partially owned assets93
 316
Impairment losses—
 (465)
Pretax (loss) income from discontinued operations(47,919) 25,382
Income tax expense(11) (302)
(Loss) income from discontinued operations$(47,930) $25,080


Net IncomeLoss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net incomeloss attributable to noncontrolling interests in consolidated subsidiaries was $4,022,000$826,000 for the three months ended SeptemberJune 30, 2017,2022, compared to $3,658,000net income of $8,784,000 for the prior year’s quarter, an increasea decrease in income of $364,000.$9,610,000. This increase resulted primarily from highera decrease in net income allocatedsubject to allocation to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.investments and other non-wholly owned consolidated subsidiaries.

Net (Loss) Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)

Net lossincome attributable to noncontrolling interests in the Operating Partnership was $1,878,000$3,782,000 for the three months ended SeptemberJune 30, 2017,2022, compared to net income attributable to noncontrolling interests of $4,366,000$3,536,000 for the prior year’s quarter, a decrease in incomean increase of $6,244,000.$246,000. This decrease resulted primarily from lowerhigher net income subject to allocation to Class A unitholders.

Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $16,128,000 for the three months ended September 30, 2017, compared to $19,047,000 for the prior year’s quarter, a decrease of $2,919,000.  The decrease is primarily due to the redemption of the 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.


70


Results of Operations – Three Months Ended September 30, 2017 Compared to September 30, 2016 - continued

Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $16,176,000 for the three months ended September 30, 2017, compared to $19,096,000 for the prior year’s quarter, a decrease of $2,920,000.  The decrease is primarily due to the redemption of the 6.875% Series J cumulative redeemable preferred units on September 1, 2016.

Same Store EBITDA and Same Store NOI
Same store EBITDA and same store NOI represents EBITDA and NOI from property-level operations which are owned by us and in service in both the current and prior year reporting periods.  Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be property-level expenses. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers.  Same store EBITDA and same store NOI should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of EBITDA to same store EBITDA for our New York segment and theMART and 555 California Street, which are included in Other, for the three months ended September 30, 2017 compared to September 30, 2016.
(Amounts in thousands)New York theMART 
555 California
Street
EBITDA for the three months ended September 30, 2017$297,177
 $24,165
 $11,643
 Add-back:     
 Non-property level overhead expenses included above9,479
 1,859
 —
 Less EBITDA from:     
 Acquisitions(5,454) 42
 —
 Dispositions(15) —
 —
 Development properties placed into and out of service(6,228) —
 —
 Other non-operating income, net(1,076) —
 —
Same store EBITDA for the three months ended September 30, 2017$293,883
 $26,066
 $11,643
      
EBITDA for the three months ended September 30, 2016$276,893
 $21,696
 $11,405
 Add-back:     
 Non-property level overhead expenses included above9,783
 1,720
 55
 Less EBITDA from:     
 Acquisitions(205) —
 —
 Dispositions19
 —
 —
 Development properties placed into and out of service(7,967) —
 226
 Other non-operating loss (income), net1,285
 —
 (239)
Same store EBITDA for the three months ended September 30, 2016$279,808
 $23,416
 $11,447
      
Increase in same store EBITDA for the three months ended September 30, 2017 compared to September 30, 2016$14,075
 $2,650
 $196
       
% increase in same store EBITDA5.0%
(1) 
11.3% 1.7%
____________________
(1)Excluding Hotel Pennsylvania, same store EBITDA increased by 4.5%.


71


Results of Operations – Three Months Ended September 30, 2017 Compared to September 30, 2016 - continued

Below are reconciliations of NOI to same store NOI for our New York segment and theMART and 555 California Street, which are included in Other, for the three months ended September 30, 2017 compared to September 30, 2016.

(Amounts in thousands)New York theMART 
555 California
Street
NOI for the three months ended September 30, 2017$280,044
 $25,422
 $11,013
 Less NOI from:     
 Acquisitions(3,682) 42
 —
 Dispositions(15) —
 —
 Development properties placed into and out of service(1,779) —
 —
 Other non-operating income, net(6,022) —
 —
Same store NOI for the three months ended September 30, 2017$268,546
 $25,464
 $11,013
       
NOI for the three months ended September 30, 2016$246,588
 $21,758
 $9,899
 Less NOI from:     
 Dispositions19
 —
 —
 Development properties placed into and out of service(1,950) —
 226
 Other non-operating income, net(8,769) —
 (397)
Same store NOI for the three months ended September 30, 2016$235,888
 $21,758
 $9,728
      
Increase in same store NOI for the three months ended September 30, 2017 compared to September 30, 2016$32,658
 $3,706
 $1,285
      
% increase in same store NOI13.8%
(1) 
17.0% 13.2%
____________________
(1)Excluding Hotel Pennsylvania, same store NOI increased by 13.4%.


72


Net Income, EBITDA and NOI by Segment for the Nine Months Ended September 30, 2017 and 2016

As a result of the spin-off of our Washington, DC segment, effective July 1, 2017, the Washington, DC segment has been reclassified to the Other segment. We have also reclassified the prior period segment financial results to conform to the current period presentation.
Below is a summary of net income (loss) and a reconciliation of net income (loss) to EBITDA(1) and NOI(1) by segment for the nine months ended September 30, 2017.
(Amounts in thousands)For the Nine Months Ended September 30, 2017 
 Total New York Other 
Total revenues$1,547,900
 $1,316,710
 $231,190
 
Total expenses1,100,042
 845,632
 254,410
 
Operating income (loss)447,858
 471,078
 (23,220) 
Income (loss) from partially owned entities5,578
 (954) 6,532
 
Loss from real estate fund investments(1,649) —
 (1,649) 
Interest and other investment income, net27,800
 4,384
 23,416
 
Interest and debt expense(252,581) (179,851) (72,730) 
Net gain on disposition of wholly owned and partially owned assets501
 —
 501
 
Income (loss) before income taxes227,507
 294,657
 (67,150) 
Income tax expense(2,429) (324) (2,105) 
Income (loss) from continuing operations225,078
 294,333
 (69,255) 
Loss from discontinued operations(14,501) —
 (14,501) 
Net income (loss)210,577
 294,333
 (83,756) 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(18,436) (8,041) (10,395) 
Net income (loss) attributable to the Operating Partnership192,141
 286,292
 (94,151) 
Interest and debt expense(2)
348,350
 239,032
 109,318
 
Depreciation and amortization(2)
476,406
 328,058
 148,348
 
Income tax expense(2)
4,180
 540
 3,640
 
EBITDA(1)
1,021,077
 853,922
(3) 
167,155
(4) 
General and administrative expenses less $5,233 mark-to-market of our deferred compensation plan131,365
 31,630
 99,735
 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(73,125) (58,797) (14,328) 
Acquisition and transaction related costs, including $67,045 for the spin-off of JBGS68,118
 —
 68,118
 
Impairment loss on investment in PREIT44,465
 —
 44,465
 
Net gains on sale of real estate and other(2)
(21,507) —
 (21,507) 
Net gains resulting from UE operating partnership unit issuances(21,100) —
 (21,100) 
Our share of net realized/unrealized losses from our real estate fund investments18,802
 —
 18,802
 
Net gain on repayment of our Suffolk Downs JV debt investments(11,373) —
 (11,373) 
Real estate impairment losses(2)
7,572
 —
 7,572
 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(35,511) (35,511) —
 
Dividends received from Alexander's21,090
 21,090
 —
 
Our share of PREIT EBITDA(15,439) —
 (15,439) 
Distributions received from PREIT3,929
 —
 3,929
 
Our share of UE EBITDA (excluding management fees)(9,694) —
 (9,694) 
Distributions received from UE3,773
 —
 3,773
 
NOI(1)
$1,132,442
 $812,334
(3) 
$320,108
(4) 
____________________
See notes on pages 75 through 76.


73


Net Income, EBITDA and NOI by Segment for the Nine Months Ended September 30, 2017 and 2016 - continued

Below is a summary of net income (loss) and a reconciliation of net income (loss) to EBITDA(1) and NOI(1) by segment for the nine months ended September 30, 2016.
(Amounts in thousands)For the Nine Months Ended September 30, 2016 
 Total New York Other 
Total revenues$1,489,768
 $1,269,464
 $220,304
 
Total expenses1,062,219
 818,419
 243,800
 
Operating income (loss)427,549
 451,045
 (23,496) 
Income (loss) from partially owned entities3,892
 (5,143) 9,035
 
Income from real estate fund investments28,750
 —
 28,750
 
Interest and other investment income, net20,121
 3,684
 16,437
 
Interest and debt expense(250,034) (162,193) (87,841) 
Net gains on disposition of wholly owned and partially owned assets160,225
 159,511
 714
 
Income (loss) before income taxes390,503
 446,904
 (56,401) 
Income tax expense(8,921) (4,131) (4,790) 
Income (loss) from continuing operations381,582
 442,773
 (61,191) 
Loss from discontinued operations(104,204) —
 (104,204) 
Net income (loss)277,378
 442,773
 (165,395) 
Less net income attributable to noncontrolling interests in consolidated subsidiaries(26,361) (9,811) (16,550) 
Net income (loss) attributable to the Operating Partnership251,017
 432,962
 (181,945) 
Interest and debt expense(2)
376,898
 208,683
 168,215
 
Depreciation and amortization(2)
521,143
 331,448
 189,695
 
Income tax expense(2)
13,067
 4,424
 8,643
 
EBITDA(1)
1,162,125
 977,517
(3) 
184,608
(4) 
Net gains on sale of real estate and other(2)
(168,140) (159,511) (8,629) 
Real estate impairment losses(2)
166,701
 —
 166,701
 
Non-cash adjustments for straight-line rental income and expense and amortization of acquired below and above market leases, net(2)
(152,023) (114,217) (37,806) 
General and administrative expenses less $2,625 mark-to-market of our deferred compensation plan132,085
 27,557
 104,528
 
Acquisition and transaction related costs, including $4,597 for the spin-off of JBGS11,319
 —
 11,319
 
Our share of net realized/unrealized gains from our real estate fund investments(8,741) —
 (8,741) 
Our share of Alexander's EBITDA (excluding management, leasing and development fees)(34,880) (34,880) —
 
Dividends received from Alexander's19,849
 19,849
 —
 
Our share of PREIT EBITDA(8,537) —
 (8,537) 
Distributions received from PREIT3,906
 —
 3,906
 
Our share of UE EBITDA (excluding management fees)(7,539) —
 (7,539) 
Distributions received from UE3,430
 —
 3,430
 
NOI(1)
$1,119,555
 $716,315
(3) 
$403,240
(4) 
____________________
See notes on the following pages.



74


Net Income, EBITDA and NOI by Segment for the Nine Months Ended September 30, 2017 and 2016 - continued

Notes to preceding tabular information:

(1)
EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization."  NOI represents "Net Operating Income" on a cash basis. We calculate EBITDA and NOI on an Operating Partnership basis which is before allocation to the noncontrolling interest of the Operating Partnership.  We consider EBITDA the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. We also consider NOI a key non-GAAP financial measure. NOI is before general and administrative expenses, straight-line rental income and expense, amortization of acquired below and above market leases, net, acquisition and transaction related costs, our share of net realized and unrealized gains or losses from our real estate fund investments, impairment losses and gains on disposal of assets. As properties are bought and sold based on a multiple of NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to those of our peers. EBITDA and NOI should not be considered substitutes for net income. EBITDA and NOI may not be comparable to similarly titled measures employed by other companies.

Our 7.5% interest in Fashion Centre Mall/Washington Tower and our interest in Rosslyn Plaza (ranging from 43.7% to 50.4%) were not included in the spin-off of our Washington, DC segment and have been reclassified to Other. The prior year's presentation has been conformed to the current year.  In addition, on January 1, 2017, we reclassified our investment in 85 Tenth Avenue from Other to the New York segment as a result of the December 1, 2016 repayment of our loans receivable and the receipt of a 49.9% ownership interest in the property. 

(2)
Adjustments include our proportionate share of partially owned entities and give effect to noncontrolling interest's share of consolidated subsidiaries.

(3)The elements of "New York" EBITDA are summarized below.
 (Amounts in thousands)For the Nine Months Ended
September 30,		 
  2017 2016 
 Office$522,566
 $484,735
(a) 
 Retail269,762
 272,083
(a) 
 Residential18,450
 18,901
 
 Alexander's35,511
 34,880
 
 Hotel Pennsylvania7,633
 4,287
 
 Total New York EBITDA, as adjusted853,922
 814,886
 
 Certain items that impact EBITDA    
 Net gain on sale of 47% ownership interest in 7 West 34th Street—
 159,511
 
 EBITDA from sold properties—
 3,120
 
 Total of certain items that impact EBITDA—
 162,631
 
 Total of New York EBITDA$853,922
 $977,517
 

The elements of "New York" NOI are summarized below.
 (Amounts in thousands)For the Nine Months Ended September 30, 
  2017 2016 
 Office$523,531
 $459,509
(a) 
 Retail241,667
 211,611
(a) 
 Residential16,300
 16,724
 
 Alexander's21,090
 19,849
 
 Hotel Pennsylvania9,746
 6,390
 
 Total New York NOI, as adjusted812,334
 714,083
 
 NOI from sold properties—
 2,232
 
 Total New York NOI$812,334
 $716,315
 
_____________________
(a)Beginning in January 2017 for office buildings with retail at the base, we have adjusted the allocation of real estate taxes between the retail and office elements above. This has no effect on our consolidated financial statements but resulted in a reallocation of $12,058 of income from retail to office for the nine months ended September 30, 2016.



75


Net Income, EBITDA and NOI by Segment for the Nine Months Ended September 30, 2017 and 2016 - continued

Notes to preceding tabular information - continued:

(4)The elements of "Other" EBITDA are summarized below.
 (Amounts in thousands)For the Nine Months Ended September 30,
  2017 2016
 theMART (including trade shows)$72,471
 $70,689
 555 California Street35,870
 35,137
 Other investments36,318
 57,092
 
Corporate general and administrative expenses(a)
(78,952) (76,364)
 
Investment income and other, net(a)
24,079
 19,317
 Other EBITDA, as adjusted89,786
 105,871
 Certain items that impact EBITDA:   
 JBG SMITH Properties which is treated as a discontinued operation:   
 Transaction costs(67,045) (4,597)
 Operating results through July 17, 2017 spin-off153,449
 214,604
  86,404
 210,007
 Impairment loss on investment in Pennsylvania REIT(44,465) —
 (Loss) income from real estate fund investments, net(11,333) 13,662
 Net gain resulting from Urban Edge Properties operating partnership unit issuances21,100
 —
 Our share of net gain on sale of Suffolk Downs15,314
 —
 Net gain on repayment of Suffolk Downs JV debt investments11,373
 —
 Skyline properties impairment loss—
 (160,700)
 Other(1,024) 15,768
 Total of certain items that impact EBITDA77,369
 78,737
 Other EBITDA$167,155
 $184,608
The elements of "Other" NOI are summarized below.
 (Amounts in thousands)For the Nine Months Ended September 30,
  2017 2016
 theMART (including trade shows)$74,859
 $70,914
 555 California Street33,647
 24,010
 Other investments15,138
 44,482
 
Investment income and other, net(a)
24,079
 19,317
 Other NOI, as adjusted147,723
 158,723
 Certain items that impact NOI:   
 JBG SMITH Properties operating results through July 17, 2017 spin-off160,634
 233,310
 Our share of real estate fund investments7,469
 6,313
 Other4,282
 4,894
 Total of certain items that impact EBITDA172,385
 244,517
 Other NOI$320,108
 $403,240

(a)The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $5,233 and $2,625 of income for the nine months ended September 30, 2017 and 2016, respectively.

EBITDA by Region

Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash impairment losses and operations of sold properties.
 For the Nine Months Ended September 30,
 2017 2016
Region:   
New York City metropolitan area88% 88%
Chicago, IL8% 8%
San Francisco, CA4% 4%
 100%
100%


76


Results of Operations – Nine Months Ended September 30, 2017 Compared to September 30, 2016

Revenues
Our revenues, which consist of property rentals, tenant expense reimbursements, and fee and other income, were $1,547,900,000 for the nine months ended September 30, 2017, compared to $1,489,768,000 for the prior year’s nine months, an increase of $58,132,000.  Below are the details of the increase by segment:
(Amounts in thousands)Total New York Other
Increase (decrease) due to:     
Property rentals:     
 Acquisitions, dispositions and other$8,399
 $8,173
 $226
 Development and redevelopment689
 (64) 753
 Hotel Pennsylvania6,218
 6,218
 —
 Trade shows1,684
 —
 1,684
 Same store operations19,704
 13,628
 6,076
  36,694
 27,955
 8,739
Tenant expense reimbursements:     
 Acquisitions, dispositions and other(2,673) (2,673) —
 Development and redevelopment1,672
 (37) 1,709
 Same store operations12,261
 10,916
 1,345
  11,260
 8,206
 3,054
Fee and other income:     
 BMS cleaning fees7,267
 9,577
 (2,310)
 Management and leasing fees1,690
 1,453
 237
 Lease termination fees(1,177) (615) (562)
 Other income2,398
 670
 1,728
  10,178
 11,085
 (907)
       
Total increase in revenues$58,132
 $47,246
 $10,886




77


Results of Operations – Nine Months Ended September 30, 2017 Compared to September 30, 2016 - continued

Expenses
Our expenses, which consist of operating, depreciation and amortization, general and administrative expenses and acquisition and transaction related costs, were $1,100,042,000 for the nine months ended September 30, 2017, compared to $1,062,219,000 for the prior year’s nine months, an increase of $37,823,000.  Below are the details of the increase by segment:
(Amounts in thousands)Total New York Other 
(Decrease) increase due to:      
Operating:      
 Acquisitions, dispositions and other$(3,784) $(3,784) $—
 
 Development and redevelopment843
 72
 771
 
 Non-reimbursable expenses, including bad debt reserves(3,463) (4,311) 848
 
 Hotel Pennsylvania2,874
 2,874
 —
 
 Trade shows361
 —
 361
 
 BMS expenses6,900
 9,118
 (2,218) 
 Same store operations31,308
 23,288
 8,020
 
  35,039
 27,257
 7,782
 
Depreciation and amortization:      
 Acquisitions, dispositions and other(175) (175) —
 
 Development and redevelopment(349) (24) (325) 
 Same store operations(636) (3,918) 3,282
 
  (1,160) (4,117) 2,957
 
General and administrative:      
 Mark-to-market of deferred compensation plan liability2,608
 —
 2,608
(1) 
 Same store operations6,960
 4,073
 2,887
 
  9,568
 4,073
 5,495
 
        
Acquisition and transaction related costs(5,624) —
 (5,624) 
       
Total increase in expenses$37,823
 $27,213
 $10,610
 
____________________
(1)This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.


78


Results of Operations – Nine Months Ended September 30, 2017 Compared to September 30, 2016 - continued

Income from Partially Owned Entities

Summarized below are the components of income from partially owned entities for the nine months ended September 30, 2017 and 2016.
(Amounts in thousands, except per share amounts)
Percentage
Ownership at
 For the Nine Months Ended September 30,
 September 30, 2017 2017 2016
Our Share of Net (Loss) Income:     
PREIT(1)
8.0% $(53,480) $(4,763)
UE(2)
4.5% 26,311
 4,523
Alexander's32.4% 24,443
 25,947
Partially owned office buildings/land (3)
Various (23,508) (29,882)
Other investments(4)
Various 31,812
 8,067
    $5,578
 $3,892
____________________
(1)
Based on PREIT’s September 29, 2017 quarter ended closing share price of $10.49, the market value (“fair value” pursuant to ASC Topic 323, Investments - Equity Method and Joint Ventures) of our investment in PREIT was $65,563 or $44,465 below the carrying amount on our consolidated balance sheet. We have concluded that our investment in PREIT is “other-than-temporarily” impaired and recorded a $44,465 non-cash impairment loss on our consolidated statements of income. Our conclusion was based on a sustained trading value of PREIT stock below our carrying amount and our inability to forecast a recovery in the near-term.
(2)2017 includes a $21,100 net gain resulting from UE operating partnership unit issuances.
(3)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others.
(4)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Toys "R" Us, Inc., and others. In the second quarter of 2017, we recognized $26,687 of net gains, comprised of $15,314 representing our share of a net gain on the sale of Suffolk Downs and $11,373 representing the net gain on repayment of our debt investments in Suffolk Downs JV.  See page 58 for details.

(Loss) Income from Real Estate Fund Investments

Below are the components of the (loss) income from our real estate fund investments for the nine months ended September 30, 2017 and 2016.
(Amounts in thousands)For the Nine Months Ended September 30,
 2017 2016
Net investment income$16,888
 $12,237
Net realized gains on exited investments35,861
 14,676
Previously recorded unrealized gains on exited investment(25,538) (14,254)
Net unrealized (loss) gain on held investments(28,860) 16,091
(Loss) income from real estate fund investments(1,649) 28,750
Less income attributable to noncontrolling interests in consolidated subsidiaries(9,684) (15,088)
(Loss) income from real estate fund investments attributable to the Operating Partnership (1)
(11,333) 13,662
Less loss (income) attributable to noncontrolling interests in the Operating Partnership706
 (843)
(Loss) income from real estate fund investments attributable to Vornado$(10,627) $12,819
____________________
(1)Excludes $3,125 and $2,499 of management and leasing fees for the nine months ended September 30, 2017 and 2016, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

Interest and Other Investment Income, net

Interest and other investment income, net, was $27,800,000 for the nine months ended September 30, 2017, compared to $20,121,000 for the prior year’s nine months, an increase of $7,679,000.  This increase resulted primarily from an increase in the value of investments in our deferred compensation plan (offset by a corresponding decrease in the liability for plan assets in general and administrative expenses).


79


Results of Operations – Nine Months Ended September 30, 2017 Compared to September 30, 2016 - continued

Interest and Debt Expense

Interest and debt expense was $252,581,000 for the nine months ended September 30, 2017, compared to $250,034,000 for the prior year’s nine months, an increase of $2,547,000.  This increase was primarily due to (i) $13,545,000 of higher interest expense relating to our variable rate loans (ii) $6,056,000 higher interest expense from the refinancing of 350 Park Avenue and the $375,000,000 drawn on our $750,000,000 delayed draw term loan, (iii) $4,488,000 of higher interest expense from the 1535 Broadway capital lease obligation, partially offset by (iv) $13,469,000 higher capitalized interest and debt expense, and (v) $8,626,000 of interest savings from the refinancing of theMART.

Income Tax Expense

For the nine months ended September 30, 2017, income tax expense was $2,429,000, compared to $8,921,000 for the prior year’s nine months, a decrease of $6,492,000. This decrease was primarily due to our right this year to offset certain tax losses against certain taxable income of our taxable REIT subsidiaries.

Loss from Discontinued Operations
The table below sets forth the combined results of operations of assets related to discontinued operations for the nine months ended September 30, 2017 and 2016, substantially all of which is related to our former Washington, DC business which was spun-off on July 17, 2017.
(Amounts in thousands)For the Nine Months Ended September 30,
 2017 2016
Total revenues$260,969
 $392,108
Total expenses211,930
 331,377
 49,039
 60,731
JBG SMITH Properties spin-off transaction costs(67,045) (4,597)
Net gains on sale of real estate and a lease position3,797
 5,074
Income (loss) from partially owned assets435
 (3,363)
Impairment losses—
 (161,165)
Pretax loss from discontinued operations(13,774) (103,320)
Income tax expense(727) (884)
Loss from discontinued operations$(14,501) $(104,204)

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $18,436,000 for the nine months ended September 30, 2017, compared to $26,361,000 for the prior year’s nine months, a decrease of $7,925,000.  This decrease resulted primarily from lower net income allocated to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.

Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)

Net income attributable to noncontrolling interests in the Operating Partnership was $9,057,000 for the nine months ended September 30, 2017, compared to $11,410,000 for the prior year’s nine months, a decrease of $2,353,000. This decrease resulted primarily from lower net income subject to allocation to Class A unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $48,386,000$15,529,000 for the ninethree months ended SeptemberJune 30, 2017,2022, compared to $59,774,000$16,467,000 for the prior year’s nine months,quarter, a decrease of $11,388,000.  This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.


80


Results of Operations – Nine Months Ended September 30, 2017 Compared to September 30, 2016 - continued


$938,000.
Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $48,531,000$15,557,000 for the ninethree months ended SeptemberJune 30, 2017,2022, compared to $59,920,000$16,508,000 for the prior year’s nine months,quarter, a decrease of $11,389,000.  This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred units on September 1, 2016.$951,000.

Same Store EBITDA and Same Store NOINet Operating Income At Share
Same store EBITDA and same store NOI at share represents EBITDA and NOI at share from property-level operations which are owned by us and in service in both the current and prior year reporting periods. Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not considerNOI at share - cash basis is same store NOI at share adjusted to be property-level expenses.exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store EBITDANOI at share and same store NOI at share - cash basis should not be considered as an alternativealternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of EBITDA to same store EBITDA for our New York segment and theMART and 555 California Street, which are included in Other, for the nine months ended September 30, 2017 compared to September 30, 2016.
(Amounts in thousands)New York theMART 
555 California
Street
EBITDA for the nine months ended September 30, 2017$853,922
 $72,471
 $35,870
 Add-back:     
 Non-property level overhead expenses included above31,630
 5,632
 —
 Less EBITDA from:     
 Acquisitions(15,211) 210
 —
 Dispositions(619) —
 —
 Development properties placed into and out of service(18,966) —
 —
 Other non-operating income, net(3,963) (19) —
Same store EBITDA for the nine months ended September 30, 2017$846,793
 $78,294
 $35,870
      
EBITDA for the nine months ended September 30, 2016$977,517
 $70,689
 $35,137
 Add-back:     
 Non-property level overhead expenses included above27,557
 5,064
 244
 Less EBITDA from:     
 Acquisitions(60) —
 —
 Dispositions, including net gains on sale(162,512) —
 —
 Development properties placed into and out of service(24,343) —
 782
 Other non-operating loss (income), net6,424
 —
 (238)
Same store EBITDA for the nine months ended September 30, 2016$824,583
 $75,753
 $35,925
      
Increase (decrease) in same store EBITDA for the nine months ended September 30, 2017 compared to September 30, 2016$22,210
 $2,541
 $(55)
      
% increase (decrease) in same store EBITDA2.7%
(1) 
3.4%
(2) 
(0.2)%
____________________
(1)Excluding Hotel Pennsylvania, same store EBITDA increased by 2.3%. 
(2)
The nine months ended September 30, 2017 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store EBITDA increased by 6.2%.



81


Results of Operations – Nine Months Ended September 30, 2017 Compared to September 30, 2016 - continued

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, and theMART, and 555 California Street which are included in Other,and other investments for the ninethree months ended SeptemberJune 30, 20172022 compared to SeptemberJune 30, 2016.2021.

(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the three months ended June 30, 2022$288,946 $248,092 $19,947 $16,724 $4,183 
Less NOI at share from:
Change in ownership interest in One Park Avenue(5,308)(5,308)— — — 
Dispositions(1,628)(1,628)— — — 
Development properties(21,667)(21,667)— — — 
Other non-same store income, net(5,476)(1,293)— — (4,183)
Same store NOI at share for the three months ended June 30, 2022$254,867 $218,196 $19,947 $16,724 $— 
NOI at share for the three months ended June 30, 2021$249,567 $211,038 $18,412 $16,038 $4,079 
Less NOI at share from:
Dispositions(2,038)(2,038)— — — 
Development properties(9,066)(8,789)— (277)— 
Hotel Pennsylvania5,533 5,533 — — — 
Other non-same store income, net(6,102)(2,023)— — (4,079)
Same store NOI at share for the three months ended June 30, 2021$237,894 $203,721 $18,412 $15,761 $— 
Increase in same store NOI at share$16,973 $14,475 $1,535 $963 $— 
% increase in same store NOI at share7.1 %7.1 %8.3 %6.1 %0.0 %

57
(Amounts in thousands)New York theMART 
555 California
Street
NOI for the nine months ended September 30, 2017$812,334
 $74,859
 $33,647
 Less NOI from:     
 Acquisitions(13,230) 210
 —
 Dispositions(619) —
 —
 Development properties placed into and out of service(5,022) —
 —
 Other non-operating income, net(22,492) (31) —
Same store NOI for the nine months ended September 30, 2017$770,971
 $75,038
 $33,647
      
NOI for the nine months ended September 30, 2016$716,315
 $70,914
 $24,010
 Less NOI from:     
 Acquisitions(13) —
 —
 Dispositions(2,113) —
 —
 Development properties placed into and out of service(5,947) —
 782
 Other non-operating income, net(27,428) —
 (396)
Same store NOI for the nine months ended September 30, 2016$680,814
 $70,914
 $24,396
      
Increase in same store NOI for the nine months ended September 30, 2017 compared to September 30, 2016$90,157
 $4,124
 $9,251
       
% increase in same store NOI13.2%
(1) 
5.8%
(2) 
37.9%
____________________
(1)Excluding Hotel Pennsylvania, same store NOI increased by 12.8%.
(2)
The nine months ended September 30, 2017 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI increased by 8.9%.


82



SUPPLEMENTAL INFORMATION

ReconciliationResults of Net Income Attributable to the Operating Partnership to EBITDA for theOperations – Three Months Ended June 30, 2017
(Amounts in thousands)New York
Net income attributable to the Operating Partnership for the three months ended June 30, 2017$96,180
Interest and debt expense78,202
Depreciation and amortization110,449
Income tax expense(869)
EBITDA for the three months ended June 30, 2017$283,962

Reconciliation of EBITDA to Same Store EBITDA – Three Months Ended September 30, 20172022 Compared to June 30, 20172021 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended June 30, 2022 compared to June 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the three months ended June 30, 2022$284,671 $241,903 $21,541 $16,855 $4,372 
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue(3,830)(3,830)— — — 
Dispositions(1,715)(1,715)— — — 
Development properties(14,657)(14,657)— — — 
Other non-same store income, net(5,971)(1,599)— — (4,372)
Same store NOI at share - cash basis for the three months ended June 30, 2022$258,498 $220,102 $21,541 $16,855 $— 
NOI at share - cash basis for the three months ended June 30, 2021$250,413 $211,579 $19,501 $14,952 $4,381 
Less NOI at share - cash basis from:
Dispositions(2,200)(2,200)— — — 
Development properties(8,785)(8,508)— (277)— 
Hotel Pennsylvania5,556 5,556 — — — 
Other non-same store income, net(6,516)(2,135)— — (4,381)
Same store NOI at share - cash basis for the three months ended June 30, 2021$238,468 $204,292 $19,501 $14,675 $— 
Increase in same store NOI at share - cash basis$20,030 $15,810 $2,040 $2,180 $— 
% increase in same store NOI at share - cash basis8.4 %7.7 %10.5 %14.9 %0.0 %

58
(Amounts in thousands)New York theMART 
555 California
Street
EBITDA for the three months ended September 30, 2017$297,177
 $24,165
 $11,643
 Add-back:     
 Non-property level overhead expenses included above9,479
 1,859
 —
 Less EBITDA from:     
 Acquisitions(226) 42
 —
 Dispositions(15) —
 —
 Development properties placed into and out of service(6,228) —
 —
 Other non-operating income, net(1,308) —
 —
Same store EBITDA for the three months ended September 30, 2017$298,879
 $26,066
 $11,643
      
EBITDA for the three months ended June 30, 2017$283,962
 $24,122
 $12,144
 Add-back:     
 Non-property level overhead expenses included above9,908
 2,063
 —
 Less EBITDA from:     
 Acquisitions(164) 169
 —
 Dispositions(164) —
 —
 Development properties placed into and out of service(7,571) —
 —
 Other non-operating income, net(900) —
 —
Same store EBITDA for the three months ended June 30, 2017$285,071
 $26,354
 $12,144
      
Increase (decrease) in same store EBITDA for the three months ended September 30, 2017 compared to June 30, 2017$13,808
 $(288) $(501)
      
% increase (decrease) in same store EBITDA4.8%
(1) 
(1.1)% (4.1)%

____________________NOI At Share by Segment for the Six Months Ended June 30, 2022 and 2021
(1)Excluding Hotel Pennsylvania, same store EBITDA increased by 5.3%.


Below is a summary of NOI at share and NOI at share - cash basisby segment for the six months ended June 30, 2022 and 2021.

(Amounts in thousands)For the Six Months Ended June 30, 2022
TotalNew YorkOther
Total revenues$895,624 $722,710 $172,914 
Operating expenses(438,838)(354,107)(84,731)
NOI - consolidated456,786 368,603 88,183 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(36,334)(24,017)(12,317)
Add: NOI from partially owned entities152,752 147,173 5,579 
NOI at share573,204 491,759 81,445 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(7,405)(10,164)2,759 
NOI at share - cash basis$565,799 $481,595 $84,204 

(Amounts in thousands)For the Six Months Ended June 30, 2021
TotalNew YorkOther
Total revenues$758,918 $605,115 $153,803 
Operating expenses(381,899)(317,018)(64,881)
NOI - consolidated377,019 288,097 88,922 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(33,335)(17,094)(16,241)
Add: NOI from partially owned entities155,991 151,173 4,818 
NOI at share499,675 422,176 77,499 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(352)(432)80 
NOI at share - cash basis$499,323 $421,744 $77,579 


59
83



SUPPLEMENTAL INFORMATION NOI At Share by Segment for the Six Months Ended June 30, 2022 and 2021- CONTINUEDcontinued

The elements of our New York and Other NOI at share for the six months ended June 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Six Months Ended June 30,
20222021
New York:
Office$359,851 $330,685 
Retail103,543 75,915 
Residential10,024 8,695 
Alexander's18,341 19,558 
Hotel Pennsylvania(1)
— (12,677)
Total New York491,759 422,176 
Other:
theMART39,861 36,519 
555 California Street32,959 32,102 
Other investments8,625 8,878 
Total Other81,445 77,499 
NOI at share$573,204 $499,675 
___________________
See note below.
The elements of our New York and Other NOI at share - cash basis for the six months ended June 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Six Months Ended June 30,
20222021
New York:
Office$358,153 $334,418 
Retail94,582 71,090 
Residential8,998 7,762 
Alexander's19,862 21,197 
Hotel Pennsylvania(1)
— (12,723)
Total New York481,595 421,744 
Other:
theMART41,977 37,341 
555 California Street33,215 30,807 
Other investments9,012 9,431 
Total Other84,204 77,579 
NOI at share - cash basis$565,799 $499,323 
___________________
(1)On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.


60

Reconciliation of Net Income to NOI to Same StoreAt Share and NOI – Threeat share - cash basis for the Six Months Ended SeptemberJune 30, 20172022 and 2021


Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the six months ended June 30, 2022 and 2021.
(Amounts in thousands)For the Six Months Ended June 30,
20222021
Net income$122,278 $103,825 
Depreciation and amortization expense236,105 185,131 
General and administrative expense73,118 74,788 
Transaction related costs and other3,965 949 
Income from partially owned entities(59,434)(60,499)
Income from real estate fund investments(5,532)(5,173)
Interest and other investment income, net(4,054)(3,061)
Interest and debt expense114,749 101,958 
Net gains on disposition of wholly owned and partially owned assets(35,384)(25,724)
Income tax expense10,975 4,825 
NOI from partially owned entities152,752 155,991 
NOI attributable to noncontrolling interests in consolidated subsidiaries(36,334)(33,335)
NOI at share573,204 499,675 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(7,405)(352)
NOI at share - cash basis$565,799 $499,323 
NOI At Share by Region
For the Six Months Ended June 30,
20222021
Region:
New York City metropolitan area87 %86 %
Chicago, IL7 %7 %
San Francisco, CA6 %7 %
100 %100 %


61


Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 20172021

Revenues
Our revenues were $895,624,000 for the six months ended June 30, 2022, compared to $758,918,000 for the prior year’s six months, an increase of $136,706,000. Below are the details of the increase by segment:
(Amounts in thousands)TotalNew YorkOther
Increase (decrease) due to:
Rental revenues:
Acquisitions, dispositions and other$14,824 $14,824 $— 
Development and redevelopment45,090 45,090 — 
Trade shows(1)
10,986 — 10,986 
Same store operations52,664 47,390 5,274 
123,564 107,304 16,260 
Fee and other income:
BMS cleaning fees10,130 11,369 (1,239)
Management and leasing fees(2,807)(2,632)(175)
Other income5,819 1,554 4,265 
13,142 10,291 2,851 
Total increase in revenues$136,706 $117,595 $19,111 
_______________
See notes below.

Expenses
Our expenses were $742,488,000 for the six months ended June 30, 2022, compared to $649,390,000 for the prior year’s six months, an increase of $93,098,000. Below are the details of the increase by segment:
(Amounts in thousands)TotalNew YorkOther
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other$4,114 $4,114 $— 
Development and redevelopment14,316 

13,714 602 
Non-reimbursable expenses13,692 15,344 (1,652)
Trade shows(1)
5,650 — 5,650 
Hotel Pennsylvania(2)
(13,702)(13,702)— 
BMS expenses10,359 11,597 (1,238)
Same store operations22,510 6,022 16,488 
56,939 37,089 19,850 
Depreciation and amortization:
Acquisitions, dispositions and other24,059 24,059 — 
Development and redevelopment24,969 24,969 — 
Same store operations1,946 240 1,706 
50,974 49,268 1,706 
General and administrative(1,670)(1,800)130 
Benefit from deferred compensation plan liability(16,161)— (16,161)
Transaction related costs and other3,016 1,379 1,637 
Total increase in expenses$93,098 $85,936 $7,162 
___________________
(1)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic and resumed in the third quarter of 2021.
(2)On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

62
 New York theMART 555 California
Street
NOI for the three months ended September 30, 2017$280,044
 $25,422
 $11,013
 Less NOI from:     
 Acquisitions(76) 42
 —
 Dispositions(15) —
 —
 Development properties placed into and out of service(1,779) —
 —
 Other non-operating income, net(6,247) —
 —
Same store NOI for the three months ended September 30, 2017$271,927
 $25,464
 $11,013
       
NOI for the three months ended June 30, 2017$270,515
 $24,901
 $11,259
 Less NOI from:     
 Acquisitions(63) 170
 —
 Dispositions(164) —
 —
 Development properties placed into and out of service(1,774) —
 —
 Other non-operating income, net(6,773) —
 —
Same store NOI for the three months ended June 30, 2017$261,741
 $25,071
 $11,259
      
Increase (decrease) in same store NOI for the three months ended September 30, 2017 compared to June 30, 2017$10,186
 $393
 $(246)
       
% increase (decrease) in same store NOI3.9%
(1) 
1.6% (2.2)%

____________________Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 2021- continued
(1)Excluding Hotel Pennsylvania, same store NOI increased by 4.4%.

Income from Partially Owned Entities
Below are the components of income from partially owned entities.
(Amounts in thousands)Percentage Ownership at June 30, 2022For the Six Months Ended June 30,
20222021
Our share of net income (loss):
Fifth Avenue and Times Square JV:
Equity in net income51.5%$29,974 $19,643 
Return on preferred equity, net of our share of the expense18,555 18,555 
48,529 38,198 
Alexander's(1)
32.4%11,677 16,591 
Partially owned office buildings(2)
Various(1,107)9,730 
Other investments(3)
Various335 (4,020)
$59,434 $60,499 
_____________________
(1)2021 includes our $2,956 share of the net gain on the sale of a land parcel in the Bronx, New York.
(2)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(3)Includes interests in Independence Plaza, Rosslyn Plaza and others.
Income from Real Estate Fund Investments
Below is a summary of income from the Fund and the Crowne Plaza joint venture.
(Amounts in thousands)For the Six Months Ended June 30,
20222021
Previously recorded unrealized loss on exited investments$59,396 $— 
Realized loss on exited investments(53,724)— 
Net investment income6,660 5,962 
Net unrealized loss on held investments(6,800)(789)
Income from real estate fund investments5,532 5,173 
Less income attributable to noncontrolling interests in consolidated subsidiaries(3,599)(3,274)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries1,933 1,899 
Interest and Other Investment Income, Net
The following table sets forth the details of interest and other investment income, net.
(Amounts in thousands)For the Six Months Ended June 30,
20222021
Interest on loans receivable$1,819 $1,118 
Amortization of discount on investments in U.S. Treasury bills1,857 — 
Interest on cash and cash equivalents and restricted cash374 140 
Other, net4 1,803 
$4,054 $3,061 


63
84

Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 2021- continued
Interest and Debt Expense
Interest and debt expense was $114,749,000 for the six months ended June 30, 2022, compared to $101,958,000 for the prior year’s six months, an increase of $12,791,000. This was primarily due to (i) $13,825,000 of lower capitalized interest and debt expense, and (ii) $5,779,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, partially offset by (iii) $6,510,000 of lower interest expense in connection with the refinancing of 1290 Avenue of the Americas.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
Net gains on disposition of wholly owned and partially owned assets of $35,384,000 for the six months ended June 30, 2022, primarily consists of (i) $15,213,000 from the sale of the Center Building located at 33-00 Northern Boulevard in Long Island City, New York, (ii) $13,613,000 from the refund of New York City real property transfer tax paid in connection with the April 2019 Fifth Avenue and Times Square JV transaction and (iii) $7,030,000 from the sale of one condominium unit and ancillary amenities at 220 CPS. Net gains on disposition of wholly owned and partially owned assets of $25,724,000 for the six months ended June 30, 2021, primarily consists of net gains from the sale of three condominium units and ancillary amenities at 220 CPS.
Income Tax Expense
Income tax expense for the six months ended June 30, 2022 was $10,975,000 compared to $4,825,000 for the prior year’s six months, an increase in expense of $6,150,000. This was primarily due to (i) an increase in the deferred tax liability on our investment in Farley Office and Retail and (ii) higher tax benefit recognized by our taxable REIT subsidiaries in 2021, partially offset by (iii) lower income tax expense from the sale of 220 CPS condominium units in 2022.
Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net income attributable to noncontrolling interests in consolidated subsidiaries was $8,548,000 for the six months ended June 30, 2022, compared to $14,898,000 for the prior year’s six months, a decrease of $6,350,000. This resulted primarily from a decrease in net income subject to allocation to the noncontrolling interests of our non-wholly owned consolidated subsidiaries.
Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net income attributable to noncontrolling interests in the Operating Partnership was $5,776,000 for the six months ended June 30, 2022, compared to $3,865,000 for the prior year’s six months, an increase of $1,911,000. This resulted primarily from higher net income subject to allocation to Class A unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $31,058,000 for the six months ended June 30, 2022, compared to $32,934,000 for the prior year’s six months, a decrease of $1,876,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $31,115,000 for the six months ended June 30, 2022, compared to $33,016,000 for the prior year’s six months, a decrease of $1,901,000.


64


Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 2021- continued
Same Store Net Operating Income At Share
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the six months ended June 30, 2022 compared to June 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the six months ended June 30, 2022$573,204 $491,759 $39,861 $32,959 $8,625 
Less NOI at share from:
Change in ownership interest in One Park Avenue(11,263)(11,263)— — — 
Dispositions(3,435)(3,435)— — — 
Development properties(42,527)(42,527)— — — 
Other non-same store income, net(11,761)(3,136)— — (8,625)
Same store NOI at share for the six months ended June 30, 2022$504,218 $431,398 $39,861 $32,959 $— 
NOI at share for the six months ended June 30, 2021$499,675 $422,176 $36,519 $32,102 $8,878 
Less NOI at share from:
Dispositions(3,912)(3,912)— — — 
Development properties(16,906)(16,304)— (602)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,677 12,677 — — — 
Other non-same store income, net(12,795)(3,917)— — (8,878)
Same store NOI at share for the six months ended June 30, 2021$478,739 $410,720 $36,519 $31,500 $— 
Increase in same store NOI at share$25,479 $20,678 $3,342 $1,459 $— 
% increase in same store NOI at share5.3 %5.0 %9.2 %4.6 %0.0 %
    Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the six months ended June 30, 2022 compared to June 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the six months ended June 30, 2022$565,799 $481,595 $41,977 $33,215 $9,012 
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue(8,609)(8,609)— — — 
Dispositions(3,645)(3,645)— — — 
Development properties(28,586)(28,586)— — — 
Other non-same store income, net(12,902)(3,890)— — (9,012)
Same store NOI at share - cash basis for the six months ended June 30, 2022$512,057 $436,865 $41,977 $33,215 $— 
NOI at share - cash basis for the six months ended June 30, 2021$499,323 $421,744 $37,341 $30,807 $9,431 
Less NOI at share - cash basis from:
Dispositions(3,360)(3,360)— — — 
Development properties(17,579)(16,977)— (602)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,723 12,723 — — — 
Other non-same store income, net(13,682)(4,251)— — (9,431)
Same store NOI at share - cash basis for the six months ended June 30, 2021$477,425 $409,879 $37,341 $30,205 $— 
Increase in same store NOI at share - cash basis$34,632 $26,986 $4,636 $3,010 $— 
% increase in same store NOI at share - cash basis7.3 %6.6 %12.4 %10.0 %0.0 %


65

Liquidity and Capital Resources

PropertyOur cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to our shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development and redevelopment costs. The sources of liquidity to fund these cash requirements include rental incomerevenue, which is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties.   Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development costs.  Other sources of liquidity to fund cash requirements includeproperties, proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and ourunsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.

WeAs of June 30, 2022, we had $3.5 billion of liquidity comprised of $1.1 billion of cash and cash equivalents and restricted cash, $494 million of investments in U.S. Treasury bills and $1.9 billion available on our $2.5 billion revolving credit facilities. The ongoing challenges posed by the COVID-19 pandemic could adversely impact our cash flow from continuing operations but we anticipate that cash flow from continuing operations over the next twelve months together with cash balances on hand will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to our shareholders, debt amortization and recurring capital expenditures. Capital requirements for development and redevelopment expenditures and acquisitions may require funding from borrowings, equity offerings and/or equity offerings.

asset sales.
We may from time to time purchase or retire outstanding debt securities or redeem our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.

Summary Cash Flows for the NineSix Months Ended SeptemberJune 30, 20172022 and 2021

Our cashCash and cash equivalents and restricted cash were $1,385,783,000was $1,116,318,000 as of SeptemberJune 30, 2017,2022, a $213,548,000$814,033,000 decrease from the balance atas of December 31, 2016.  2021.
Our consolidated outstanding debt, net was $9,351,601,000cash flow activities are summarized as of September 30, 2017, a $95,069,000 decrease from the balance at December 31, 2016.  As of September 30, 2017 and December 31, 2016, $0 and $115,630,000, respectively, was outstanding under our revolving credit facilities.  During the remainder of 2017 and 2018, $0 and $140,015,000, respectively, of our outstanding debt matures; we may refinance this maturing debt as it comes due or choose to repay it.follows:

(Amounts in thousands)For the Six Months Ended June 30,Decrease in
Cash Flow
 20222021
Net cash provided by operating activities$430,625 $472,709 $(42,084)
Net cash used in investing activities(715,862)(183,454)(532,408)
Net cash (used in) provided by financing activities(528,796)297,713 (826,509)
Net Cash Provided by Operating Activities

Net cash provided by operating activities primarily consists of $661,625,000cash inflows from rental revenues and operating distributions from our non-consolidated partially owned entities less cash outflows for property expenses, general and administrative expenses and interest expense. For the six months ended June 30, 2022, net cash provided by operating activities of $430,625,000 was comprised of (i) net income$359,419,000 of $210,577,000, (ii) $386,488,000 of non-cash adjustments, which include depreciation and amortization expense, the effect of straight-lining of rents, amortization of below-market leases, net, net realized and unrealized losses on real estate fund investments, equity in net incomecash from partially owned entities, net gains on sale of real estate and other and net gains on disposition of wholly owned and partially owned assets, (iii) return of capital from real estate fund investments of $80,294,000 and (iv)operations, including distributions of income from partially owned entities of $65,097,000, partially offset by (v)$95,494,000, and a net increase of $71,206,000 in cash due to the net changetiming of cash receipts and payments related to changes in operating assets and liabilities of $80,831,000.liabilities.

Net Cash Used in Investing Activities

Net cash flow used in investing activities is impacted by the timing and extent of our development, capital improvement, acquisition and disposition activities during the year.
NetThe following table details the net cash used in investing activities of $54,295,000 was primarily comprised of (i) $274,716,000 of development costs and construction in progress, (ii) $207,759,000 of additions to real estate, (iii) $33,578,000 of investments in partially owned entities and (iv) $11,841,000 of acquisitions of real estate and other, partially offset by (v) $347,776,000 of capital distributions from partially owned entities, (vi) $115,630,000 repayment of loan receivable from JBGS and (vii) $9,543,000 of proceeds from sales of real estate and related investments.activities:

(Amounts in thousands)For the Six Months Ended June 30,Increase (Decrease) in Cash Flow
20222021
Purchase of U.S. Treasury bills$(794,793)$— $(794,793)
Development costs and construction in progress(418,748)(269,376)(149,372)
Proceeds from maturities of U.S. Treasury bills299,668 — 299,668 
Proceeds from sales of real estate253,958 3,521 250,437 
Additions to real estate(70,046)(90,138)20,092 
Proceeds from sale of condominium units at 220 Central Park South16,124 72,216 (56,092)
Investments in partially owned entities(11,091)(6,357)(4,734)
Distributions of capital from partially owned entities10,066 106,005 (95,939)
Acquisitions of real estate and other(1,000)— (1,000)
Proceeds from repayments of loan receivables— 675 (675)
Net cash used in investing activities$(715,862)$(183,454)$(532,408)
Net Cash Used in Financing Activities

Net cash used in financing activities of Vornado Realty Trust of $820,878,000 was primarily comprised of (i) $416,237,000 of cash and cash equivalents and restricted cash included in the spin-off of JBGS, (ii) $382,552,000 of dividends paid on common shares, (iii) $177,109,000 of repayments of borrowings, (iv) $48,386,000 of dividends paid on preferred shares, (v) $48,329,000 of distributions to noncontrolling interests and (vi) $2,944,000 of debt issuance and other costs, partially offset by (vii) $229,042,000 of proceeds from borrowings and (viii) $25,011,000 of proceeds received from exercise of employee share options.

Net cash used in financing activities of the Operating Partnership of $820,878,000 was primarily comprised of (i) $416,237,000 of cash and cash equivalents and restricted cash included in the spin-off of JBGS, (ii) $382,552,000 of distributions to Vornado, (iii) $177,109,000 of repayments of borrowings, (iv) $48,386,000 of distributions to preferred unitholders, (v) $48,329,000 of distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries and (vi) $2,944,000 of debt issuance and other costs, partially offset by (vii) $229,042,000 of proceeds from borrowings and (viii) $25,011,000 of proceeds received from exercise of Vornado stock options.




66
85



Liquidity and Capital Resources - continued

Financing Activities
Capital Expenditures forNet cash flow (used in) provided by financing activities is impacted by the Nine Months Ended September 30, 2017

Capital expenditures consisttiming and extent of expendituresissuances of debt and equity securities, distributions paid to maintain assets, tenant improvement allowancescommon shareholders and leasing commissions.  Recurring capital expenditures include expenditures to maintain a property’s competitive position withinunitholders of the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases.  Non-recurring capital improvements include expenditures to lease space that has been vacant for more than nine months and expenditures completed in the year of acquisition and the following two years that were planned at the time of acquisition,Operating Partnership as well as tenant improvementsprincipal and leasing commissions for space that was vacant atother repayments associated with our outstanding debt.
The following table details the time of acquisition of a property.net cash (used in) provided by financing activities:

(Amounts in thousands)For the Six Months Ended June 30,Increase (Decrease) in Cash Flow
20222021
Repayments of borrowings$(1,240,573)$(1,573,443)$332,870 
Proceeds from borrowings1,029,773 2,298,007 (1,268,234)
Dividends paid on common shares/Distributions to Vornado(203,240)(202,989)(251)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(56,589)(159,926)103,337 
Debt issuance costs(31,718)(32,875)1,157 
Dividends paid on preferred shares/Distributions to preferred unitholders(31,058)(32,934)1,876 
Contributions from noncontrolling interests in consolidated subsidiaries4,253 1,547 2,706 
Proceeds received from exercise of Vornado stock options and other441 440 1 
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other(85)(114)29 
Net cash (used in) provided by financing activities$(528,796)$297,713 $(826,509)
Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to the cash expended for the nine months ended September 30, 2017.
(Amounts in thousands)Total New York theMART 
555 California
Street
 Other 
Expenditures to maintain assets$80,195
 $62,199
 $6,202
 $4,601
 $7,193
 
Tenant improvements75,367
 33,251
 7,516
 3,454
 31,146
 
Leasing commissions24,199
 16,690
 1,094
 770
 5,645
 
Non-recurring capital expenditures62,292
 50,717
 988
 6,403
 4,184
 
Total capital expenditures and leasing commissions (accrual basis)242,053
 162,857
 15,800
 15,228
 48,168
 
Adjustments to reconcile to cash basis:          
Expenditures in the current period applicable to
         prior periods
106,038
 62,948
 7,992
 9,777
 25,321
 
Expenditures to be made in future periods for the
         current period
(113,704) (71,138) (7,172) 4,373
 (39,767) 
Total capital expenditures and leasing commissions (cash basis)$234,387
 $154,667
 $16,620
 $29,378
 $33,722
(1) 
Tenant improvements and leasing commissions:          
Per square foot per annum$9.30
 $9.56
 $6.12
 $11.89
 n/a
 
Percentage of initial rent11.1% 10.6% 12.7% 14.9% n/a
 
____________________
(1)Effective July 17, 2017, the date of the spin-off our Washington, DC segment, capital expenditures and leasing commissions by our former Washington, DC segment have been reclassified to the Other segment. We have reclassified the prior period capital expenditures and leasing commissions to conform to the current period presentation.

Development and Redevelopment Expenditures for the NineSix Months Ended SeptemberJune 30, 2017

2022
Development and redevelopment expenditures consist of all hard and soft costs associated with the development orand redevelopment of a property, including capitalized interest, debtproperty. We plan to fund these development and redevelopment expenditures from operating costs untilcash flow, existing liquidity, and/or borrowings. See the property is substantially completeddetailed discussion below for our current development and ready for its intended use.  redevelopment projects.
PENN District
Farley
Our development project budgets below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table above.

We are constructing a residential condominium tower containing 397,000 salable square feet on our 220 Central Park South development site.  The incremental development cost of this project is estimated to be approximately $1.3 billion, of which $811,386,000 has been expended as of September 30, 2017.

We are developing 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 (55.0% owned).  The incremental development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000.  As of September 30, 2017, $63,540,000 has been expended, of which our share is $34,947,000.

We are developing a 170,000 square foot office and retail building at 61 Ninth Avenue, located on the southwest corner of Ninth Avenue and 15th Street in the West Chelsea submarket of Manhattan (45.1% owned). The incremental development cost of this project is estimated to be approximately $152,000,000, of which our share is $69,000,000.  As of September 30, 2017, $93,477,000 has been expended, of which our share is $42,158,000.








86


Liquidity and Capital Resources - continued

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2017 - continued

We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway and Houston Street in Manhattan (50.0% owned). The venture’s incremental development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of September 30, 2017, $31,343,000 has been expended, of which our share is $15,672,000.

A95% joint venture in which we have a 50.1% ownership interest(5% is redevelopingowned by the historicRelated Companies ("Related")) is developing Farley Post Office buildingand Retail, which will include a new Moynihan Train Hall and approximately 850,000845,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000115,000 square feet of restaurant and retail space. The total development cost of this project is estimated to be approximately $1,120,000,000 at our 95% share, of which $1,059,403,000 of cash has been expended as of June 30, 2022.
PENN 1
We are redeveloping PENN 1, a 2,527,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. In December 2020, we entered into an agreement with the Metropolitan Transportation Authority (the “MTA”) to oversee the redevelopment of the Long Island Rail Road Concourse at Penn Station (the "Concourse"), within the footprint of PENN 1. Skanska USA Civil Northeast, Inc. is performing the redevelopment under a fixed price contract for $380,000,000 which is being funded by the MTA. In connection with the redevelopment, we entered into an agreement with the MTA which will result in the widening of the Concourse to relieve overcrowding and our trading of 15,000 square feet of back of house space for 22,000 square feet of retail frontage space. AsVornado's total development cost of September 30, 2017, $259,856,000our PENN 1 project is estimated to be $450,000,000, of which $337,360,000 of cash has been expended as of June 30, 2022.
PENN 2
We are redeveloping PENN 2, a 1,795,000 square foot (as expanded) office building located on the west side of Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which our share is $130,188,000.  The joint venture$268,409,000 of cash has also entered into a development agreement with Empire State Development (“ESD”)been expended as of June 30, 2022.
PENN 15 (Hotel Pennsylvania Site)
We have permanently closed the Hotel Pennsylvania and a design-build contract with Skanska Moynihan Train Hall Builders.  Underplan to develop an office tower on the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related Companies ("Related") each guaranteeing the joint venture’s obligations.  Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill allsite. Demolition of the joint venture’s obligations.existing building structure commenced in the fourth quarter of 2021.
We are also making districtwide improvements within the PENN District. The obligationsdevelopment cost of Skanska Moynihan Train Hall Builders havethese improvements is estimated to be $100,000,000, of which $37,883,000 of cash has been bonded by Skanska USA and bears a full guaranty from Skanska AB.expended as of June 30, 2022.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the Penn PlazaPENN District.

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

Below is a summary of development and redevelopment expenditures incurred for the nine months ended September 30, 2017.  These expenditures include interest of $34,979,000, payroll of $4,334,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $20,906,000, which were capitalized in connection with the development and redevelopment of these projects.
67
(Amounts in thousands)Total New York theMART 
555 California
Street
 Other 
220 Central Park South$196,063
 $—
 $—
 $—
 $196,063
 
606 Broadway11,796
 11,796
 —
 —
 —
 
315/345 Montgomery Street9,603
 —
 —
 9,603
 —
 
90 Park Avenue6,831
 6,831
 —
 —
 —
 
Penn Plaza6,303
 6,303
 —
 —
 —
 
theMART6,163
 —
 6,163
 —
 —
 
304 Canal Street3,627
 3,627
 —
 —
 —
 
Other34,330
 5,709
 509
 —
 28,112
(1) 
 $274,716
 $34,266
 $6,672
 $9,603
 $224,175
 
____________________
(1)Effective July 17, 2017, the date of the spin-off of our Washington, DC segment, capital expenditures and leasing commissions by our former Washington, DC segment have been reclassified to the Other segment. We have reclassified the prior period capital expenditures and leasing commissions to conform to the current period presentation.



87



Liquidity and Capital Resources - continued

Insurance
Cash FlowsFor our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $250,000,000 includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage. Our California properties have earthquake insurance with coverage of $350,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,799,727 and 20% of the balance of a covered loss and the Federal government is responsible for the Nine Months Ended September 30, 2016remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our cashdebt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and cash equivalents and restricted cash were $1,464,647,000 at September 30, 2016, a $478,868,000 decrease from the balance at December 31, 2015.  The decrease is duerevolving credit agreements contain customary covenants requiring us to cash flows used in investing and financing activities, partially offset by cash flows provided by operating activities, as discussed below.

Net Cash Provided by Operating Activities

Net cash provided by operating activities of $572,414,000 was comprised of (i) net income of $277,378,000, (ii) $298,361,000 of non-cash adjustments, which include depreciation and amortization expense, real estate impairment losses, net gains on the disposition of wholly owned and partially owned assets, the effect of straight-lining of rents, amortization of below-market leases, net, net realized and unrealized gains on real estate fund investments, net gains on sale of real estate and other, and equity in net income of partially owned entities, (iii) return of capital from real estate fund investments of $71,888,000, (iv) distributions of income from partially owned entities of $56,853,000, partially offset by (v) the net change in operating assets and liabilities of $132,066,000.

Net Cash Used in Investing Activities

Net cash used in investing activities of $686,046,000 was primarily comprised of (i) $426,641,000 of development costs and construction in progress, (ii) $261,971,000 of additions to real estate, (iii) $112,797,000 of investments in partially owned entities, (iv) $91,100,000 of acquisitions of real estate and other, (v) $48,000,000 due to the net deconsolidation of 7 West 34th Street, (vi) $11,700,000 of investments in loans receivable and other and (vii) $4,379,000 in purchases of marketable securities, partially offset by (viii) $167,673,000 of proceeds from sales of real estate and related investments and (ix) $102,836,000 of capital distributions from partially owned entities.

Net Cash Used in Financing Activities

Net cash used in financing activities of Vornado Realty Trust of $365,236,000 was comprised of (i) $1,591,554,000maintain insurance. Although we believe that we have adequate insurance coverage for the repayments of borrowings, (ii) $356,863,000 of dividends paid on common shares, (iii) $246,250,000 for the redemption of preferred shares, (iv) $95,055,000 of distributions to noncontrolling interests, (v) $64,006,000 of dividends paid on preferred shares, (vi) $30,846,000 of debt issuance and other costs, and (vii) $186,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings and other, partially offset by (viii) $2,000,604,000 of proceeds from borrowings, (ix) $11,900,000 of contributions from noncontrolling interests and (x) $7,020,000 of proceeds received from exercise of employee share options.

Net cash used in financing activities of the Operating Partnership of $365,236,000 was comprised of (i) $1,591,554,000 for the repayments of borrowings, (ii) $356,863,000 of distributions to Vornado, (iii) $246,250,000 for the redemption of preferred units, (iv) $95,055,000 of distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries, (v) $64,006,000 of distributions to preferred unitholders, (vi) $30,846,000 of debt issuance and other costs, and (vii) $186,000 for the repurchase of Class A units related to stock compensation agreements and related tax withholdings and other, partially offset by (viii) $2,000,604,000 of proceeds from borrowings, (ix) $11,900,000 of contributions from noncontrolling interests in consolidated subsidiaries and (x) $7,020,000 of proceeds received from exercise of Vornado stock options.



88


Liquidity and Capital Resources - continued

Capital Expenditures for the Nine Months Ended September 30, 2016

Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to the cash expended for the nine months ended September 30, 2016.
(Amounts in thousands)Total New York theMART 
555 California
Street
 Other 
Expenditures to maintain assets$68,381
 $39,001
 $10,092
 $5,208
 $14,080
 
Tenant improvements62,556
 48,175
 2,542
 3,201
 8,638
 
Leasing commissions30,462
 26,214
 354
 951
 2,943
 
Non-recurring capital expenditures27,503
 20,224
 182
 874
 6,223
 
Total capital expenditures and leasing commissions (accrual basis)188,902
 133,614
 13,170
 10,234
 31,884
 
Adjustments to reconcile to cash basis:          
Expenditures in the current period applicable to
         prior periods
199,260
 100,542
 25,335
 9,209
 64,174
 
Expenditures to be made in future periods for the
         current period
(80,348) (63,919) 2,139
 (5,018) (13,550) 
Total capital expenditures and leasing commissions (cash basis)$307,814
 $170,237
 $40,644
 $14,425
 $82,508
(1) 
Tenant improvements and leasing commissions:          
Per square foot per annum$6.88
 $7.02
 $4.04
 $7.49
 n/a
 
Percentage of initial rent9.0% 8.9% 7.9% 9.5% n/a
 
____________________
(1)Effective July 17, 2017, the date of the spin-off of our Washington, DC segment, capital expenditures and leasing commissions by our former Washington, DC segment have been reclassified to the Other segment. We have reclassified the prior period capital expenditures and leasing commissions to conform to the current prior period presentation.


Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2016

Below is a summary of development and redevelopment expenditures incurred for the nine months ended September 30, 2016.  These expenditures include interest of $24,822,000, payroll of $9,475,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $45,316,000, which were capitalized in connection with the development and redevelopmentpurposes of these projects.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 or refinance our properties and expand our portfolio.
(Amounts in thousands)Total New York theMART 
555 California
Street
 Other 
220 Central Park South$213,170
 $—
 $—
 $—
 $213,170
 
90 Park Avenue28,288
 28,288
 —
 —
 —
 
640 Fifth Avenue23,415
 23,415
 —
 —
 —
 
theMart21,613
 —
 21,613
 —
 —
 
Penn Plaza10,195
 10,195
 —
 —
 —
 
Wayne Towne Center7,910
 —
 —
 —
 7,910
 
330 West 34th Street3,968
 3,968
 —
 —
 —
 
Other118,082
 8,165
 769
 879
 108,269
(1) 
 $426,641
 $74,031
 $22,382
 $879
 $329,349
 
____________________
(1)Effective July 17, 2017, the date of the spin-off our Washington, DC segment, capital expenditures and leasing commissions by our former Washington, DC segment have been reclassified to the Other segment. We have reclassified the prior period capital expenditures and leasing commissions to conform to the current prior period presentation.




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Liquidity and Capital Resources - continued

Other Commitments and Contingencies

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 currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costcosts to us.

In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include the 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000,000 which is included in "right-of-use assets" and "lease liabilities", respectively, on our consolidated balance sheets.
Generally,In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on July 7, 2021, the Regus subsidiary appealed the decision. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg. We are actively pursuing claims relating to the guaranty against the successor to Regus PLC and its parent, in Luxembourg and other jurisdictions.
Our mortgage loans are non-recourse to us. However, inus, except for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore are part of our tax basis. In certain cases, we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to Empire State Development, an entity of New York State, for Farley Office and Retail. As of SeptemberJune 30, 2017,2022, the aggregate dollar amount of these guarantees and master leases is approximately $676,000,000.$1,595,000,000.

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Liquidity and Capital Resources - continued
Other Commitments and Contingencies - continued
As of SeptemberJune 30, 2017, $10,501,0002022, $15,273,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest rate coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB.BBB- (our current ratings). Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

In September 2016, our 50.1%Our 95% consolidated joint venture (5% is owned by Related) is developing Farley Office and Retail. In connection with Related was designated by ESD, an entitythe development of New York State to redevelopthe property, the joint venture admitted a historic tax credit investor partner. Under the terms of the historic Farley Post Office Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD,tax credit arrangement, the joint venture is obligatedrequired to buildcomply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Moynihan Train Hall, withTax Credit Investor’s capital contributions. As of June 30, 2022, the Tax Credit Investor has made$92,400,000 in capital contributions. Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill allhave guaranteed certain of the joint venture’s obligations.obligations to the Tax Credit Investor.
As investment manager of the Fund we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital. The obligationsincentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the June 30, 2022 fair value of Skanska Moynihan Train Hall Buildersthe Fund assets, at liquidation we would be required to make a$25,200,000 payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have been bonded by Skanska USA and bears a full guaranty from Skanska AB.

no income statement impact as it was previously accrued.
As of SeptemberJune 30, 2017,2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $45,000,000.$10,300,000.

As of SeptemberJune 30, 2017,2022, we have construction commitments aggregating approximately $489,000,000.



$459,000,000.

69
90



Funds From Operations (“FFO”)

Vornado Realty Trust

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciatedcertain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludesthey exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period-to-period FFO, as one of several criteria to determine performance-based compensation for senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 18 – (Loss) Income Per Share/(Loss) Income Per Class A Unit, in our consolidated financial statements on page 3938 of this Quarterly Report on Form 10-Q.

FFO for the Three and Nine Months Ended September 30, 2017 and 2016

FFO attributable to common shareholders plus assumed conversions was $100,178,000,$154,965,000, or $0.52$0.80 per diluted share for the three months ended SeptemberJune 30, 2017,2022, compared to $225,529,000,$153,364,000, or $1.19$0.80 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $564,431,000,$309,997,000, or $2.95$1.60 per diluted share for the ninesix months ended SeptemberJune 30, 2017,2022, compared to $658,880,000,$271,771,000, or $3.47$1.41 per diluted share, for the prior year’s ninesix months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.
(Amounts in thousands, except per share amounts)For the Three Months Ended June 30,For the Six Months Ended
June 30,
2022202120222021
Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders$50,418 $48,045 $76,896 $52,128 
Per diluted share$0.26 $0.25 $0.40 $0.27 
FFO adjustments:
Depreciation and amortization of real property$106,620 $82,396 $212,582 $170,115 
Net gain on sale of real estate(27,803)— (28,354)— 
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property33,681 34,846 65,820 69,704 
Net gain on sale of real estate(175)(3,052)(175)(3,052)
Increase in fair value of marketable securities— (1,216)— (1,405)
112,323 112,974 249,873 235,362 
Noncontrolling interests' share of above adjustments(7,781)(7,666)(17,287)(15,741)
FFO adjustments, net$104,542 $105,308 $232,586 $219,621 
FFO attributable to common shareholders$154,960 $153,353 $309,482 $271,749 
Impact of assumed conversion of dilutive convertible securities5 11 515 22 
FFO attributable to common shareholders plus assumed conversions$154,965 $153,364 $309,997 $271,771 
Per diluted share$0.80 $0.80 $1.60 $1.41 
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding191,750 191,527 191,737 191,473 
Effect of dilutive securities:
Convertible securities1,412 (1)26 1,271 (1)26 
Share-based payment awards261 853 289 734 
Denominator for FFO per diluted share193,423 192,406 193,297 192,233 
______________________
(1)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.
70
(Amounts in thousands, except per share amounts)For the Three Months Ended
September 30,		 For the Nine Months Ended
September 30,
 2017 2016 2017 2016
Reconciliation of our net (loss) income to FFO:       
Net (loss) income attributable to common shareholders$(29,026) $66,125
 $134,698
 $172,425
Per diluted share$(0.15) $0.35
 $0.71
 $0.91
        
FFO adjustments:       
Depreciation and amortization of real property$102,953
 $130,892
 $361,949
 $398,231
Net gains on sale of real estate(1,530) —
 (3,797) (161,721)
Real estate impairment losses—
 —
 —
 160,700
Proportionate share of adjustments to equity in net (loss) income of partially owned entities to arrive at FFO:       
Depreciation and amortization of real property31,997
 40,281
 108,753
 117,635
Net gains on sale of real estate8
 (2,522) (17,184) (2,841)
Real estate impairment losses4,329
 1,134
 7,547
 5,536
 137,757
 169,785
 457,268
 517,540
Noncontrolling interests' share of above adjustments(8,572) (10,403) (28,444) (31,872)
FFO adjustments, net$129,185
 $159,382
 $428,824
 $485,668
        
FFO attributable to common shareholders$100,159
 $225,507
 $563,522
 $658,093
Convertible preferred share dividends19
 22
 59
 65
Earnings allocated to Out-Performance Plan units—
 —
 850
 722
FFO attributable to common shareholders plus assumed conversions$100,178
 $225,529
 $564,431
 $658,880
Per diluted share$0.52
 $1.19
 $2.95
 $3.47
        
Reconciliation of Weighted Average Shares       
Weighted average common shares outstanding189,593
 188,901
 189,401
 188,778
Effect of dilutive securities:       
Employee stock options and restricted share awards1,254
 1,147
 1,553
 1,067
Convertible preferred shares46
 42
 47
 42
Out-Performance Plan units—
 —
 303
 242
Denominator for FFO per diluted share190,893
 190,090
 191,304
 190,129


91


Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:

(Amounts in thousands, except per share and per unit amounts)20222021
June 30, BalanceWeighted
Average
Interest Rate		Effect of 1%
Change in
Base Rates		December 31,
Balance		Weighted
Average
Interest Rate
Consolidated debt:
Variable rate$3,973,415 (1)2.92%$39,734 $4,534,215 1.59%
Fixed rate4,490,000 3.24%— 4,140,000 3.06%
$8,463,415 3.09%39,734 $8,674,215 2.29%
Pro rata share of debt of non-consolidated entities:  
Variable rate$1,269,568 2.90%12,696 $1,267,224 1.78%
Fixed rate1,430,097 3.73%— 1,432,181 3.72%
$2,699,665 3.34%12,696 $2,699,405 2.81%
Noncontrolling interests' share of consolidated subsidiaries(6,821)
Total change in annual net income attributable to the Operating Partnership45,609 
Noncontrolling interests’ share of the Operating Partnership(3,161)
Total change in annual net income attributable to Vornado$42,448 
Total change in annual net income attributable to the Operating Partnership per Class A unit$0.22 
Total change in annual net income attributable to Vornado per common share$0.22 
_____________________
(Amounts in thousands, except per share and per unit amounts)2017 2016
 
September 30,
Balance
 
Weighted
Average
Interest Rate
 
Effect of 1%
Change In
Base Rates
 
December 31,
Balance
 
Weighted
Average
Interest Rate
Consolidated debt:         
Variable rate$3,112,877
 3.03% $31,129
 $3,217,763
 2.45%
Fixed rate6,316,886
 3.65% —
 6,329,547
 3.65%
 $9,429,763
 3.45% 31,129
 $9,547,310
 3.25%
Pro rata share of debt of non-consolidated entities (non-recourse):         
Variable rate – excluding Toys "R" Us, Inc.$1,378,765
 3.02% 13,788
 $1,092,326
 2.50%
Variable rate – Toys "R" Us, Inc.1,248,970
 6.91% 12,490
 1,162,072
 6.05%
Fixed rate - excluding Toys "R" Us, Inc.2,088,979
 5.03% —
 1,969,918
 5.15%
Fixed rate - Toys "R" Us, Inc.466,313
 10.45% —
 671,181
 9.42%
 $5,183,027
 5.44% 26,278
 $4,895,497
 5.36%
Noncontrolling interests' share of consolidated subsidiaries    (1,438)    
Total change in annual net income attributable to the Operating Partnership    55,969
    
Noncontrolling interests’ share of the Operating Partnership    (3,481)    
Total change in annual net income attributable to Vornado    $52,488
    
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit    $0.28
    
Total change in annual net income attributable to Vornado per diluted share    $0.27
    

We may utilize various financial instruments to mitigate(1)Includes $350,000 of the impact$700,000 mortgage loan on 770 Broadway which bears interest at a rate of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysisSOFR plus 2.25% (3.75% as of June 30, 2022). On July 22, 2022, the interest rate environment andon the costs and risks of such strategies. As of September 30, 2017, we have an interest rate swap on a $408,000,000 mortgage loan on Two Penn Plaza thatremaining $350,000 was swapped the rate from LIBOR plus 1.65% (2.89% as of September 30, 2017) to a fixed rate of 4.78% through March 2018, an4.85%, resulting in the total $700,000 loan bearing interest rate swap onat a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (2.84% as of September 30, 2017) to ablended fixed rate of 3.15%4.98% through December 2020 and an interest rate swap on a $700,000,000 mortgage loan on 770 Broadway that swapped the rate from LIBOR plus 1.75% (2.98% as of September 30, 2017) to a fixed rate of 2.56% through September 2020.July 2027.

Fair Value of Debt

The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of SeptemberJune 30, 2017,2022, the estimated fair value of our consolidated debt was $9,483,000,000.$8,241,000,000.

Derivatives and Hedging

    We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following table summarizes our consolidated derivative instruments, all of which hedge variable rate debt, as of June 30, 2022.
(Amounts in thousands)As of June 30, 2022
Variable Rate
Hedged ItemFair ValueNotional AmountSpread over LIBORInterest RateSwapped RateExpiration Date
Included in other assets:
Interest rate swaps:
555 California Street mortgage loan$42,763 $840,000 (1)L+1933.26%2.26%5/24
PENN 11 mortgage loan23,609 500,000 L+1953.07%2.23%3/24
Unsecured term loan2,497 750,000 (2)S+1302.83%4.05%10/23
4 Union Square South mortgage loan1,613 100,000 (3)L+1402.46%3.74%1/25
Various interest rate caps3,557 1,650,000 
$74,039 $3,840,000 
Included in other liabilities:
770 Broadway mortgage loan interest rate swap$1,756 $350,000 (4)S+2253.75%5.11%7/27
____________________
(1)Represents our 70.0% share of the $1.2 billion mortgage loan.
(2)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of SOFR plus 1.30%.
(3)Upon the sale of 33-00 Northern Boulevard in June 2022, the $100,000 corporate-level interest rate swap was reallocated and now hedges the interest rate on $100,000 of the 4 Union Square South mortgage loan through January 2025. The remaining $20,000 mortgage loan balance bears interest at a floating rate of LIBOR plus 1.40%.
(4)Upon the June 28, 2022 refinancing of the mortgage loan, the interest rate on $350,000 of the loan was swapped to a fixed rate of 5.11% and on July 22, 2022, the interest rate on the remaining $350,000 was swapped to a fixed rate of 4.85%. The swaps result in a blended fixed interest rate of 4.98% through July 2027.

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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures (Vornado Realty Trust)

Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of SeptemberJune 30, 2017,2022, such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures (Vornado Realty L.P.)

Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of SeptemberJune 30, 2017,2022, such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K as amended, for the year ended December 31, 2016.2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Vornado Realty Trust

None.

Vornado Realty L.P.

During the quarter ended SeptemberJune 30, 2017,2022, we issued 492,3126,391 Class A units in connection with equity(i) the issuance of Vornado common shares and (ii) the exercise of awards issued pursuant to Vornado’s omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, andoptions. The consideration received included $17,195,623$222,044 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2)4(a)(2) of the Securities Act of 1933, as amended.
On May 19, 2022, we granted 53,884 restricted units of the Operating Partnership at a market price of $33.88 per unit to Vornado Trustees that are not executives of the Company as part of their annual Trustee fees. The units were issued outside of Vornado's omnibus share plan and were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not applicable.

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Item 5. Other Information
None.On July 28, 2022, the Board of Trustees (the “Board”) of Vornado approved and adopted amendments to Vornado’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”). In addition to certain technical, conforming and clarifying changes, these amendments include the following changes:

•    Amending Article II, Section 2 to remove the requirement that Vornado’s annual meetings be held in the second calendar quarter of each year;
•    Amending Article II, Section 4 to provide that Vornado may give multiple shareholders sharing the same address only one notice of any meeting of shareholders to align with a federal proxy rule;
•    Removing outdated references to require the preparation of a “statement of affairs” consistent with an amendment to the Maryland REIT Law;
•    Amending Article II to add a new Section 11 that expressly permits (i) postponement and cancellation of a meeting of the shareholders by “public announcement” prior to convening of the meeting and (ii) adjournment of a meeting of the shareholders;
•    Amending Article II, Section 12 to (i) clarify that any shareholder wishing to nominate individuals for election to the Board or propose other business at a meeting of shareholders must have been a shareholder of record as of the record date set by the Board for the meeting; (ii) increase the advance notice period required for shareholders to nominate trustees or propose business to be considered at an annual meeting from 120 to 150 days prior to the first anniversary of the date of the proxy statement for the previous year’s annual meeting (provided that, if the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary of the preceding year’s annual meeting, the final deadline is the later of 120 days prior to the annual meeting or tenth day following the date of public announcement of the date of the annual meeting); and (iii) generally update and conform to the market standard for advance notice bylaws used by publicly-traded Maryland corporations and REITs;
•    Amending Article II, Section 15 to clarify provisions related to organization and conduct of shareholder meetings;
•    Amending Article II, Section 16 to provide that the provision related to control shares may be repealed at any time, whether before or after an acquisition of control shares, which repeal may apply to any prior or subsequence control share acquisition;
•    Adding Article III, Section 17 to provide for the power of the Board or the shareholders to ratify any act, omission, failure to act or determination made not to act by Vornado or its officers;
•    Adding Article III, Section 19 to provide that the Board’s determination as to various matters is final, conclusive and binding upon Vornado and its shareholders;
•    Clarifying that (a) trustee, shareholder and committee action by unanimous consent and (b) notice of meeting to shareholders may be made by any means permitted by Maryland law, including electronic transmissions (e.g., e-mail Board consents rather than signed resolutions);
•    Amending Article VII, Sections 1 to 3 to further clarify that shareholders are not entitled to receive certificated shares consistent with the New York Stock Exchange’s Direct Registration System eligibility requirements;
•    Amending Article XII to clarify that the standard for indemnification is to the maximum extent permitted by Maryland law and that subsequent amendments to Article XII do not alter a trustee’s or officer’s entitlement to indemnification and advance of expenses, and to also remove the requirement to indemnify shareholders; and
•    Adding new Article XV generally naming the circuit courts in the state of Maryland, or, if those courts do not have jurisdiction, any federal district court sitting in the state of Maryland as the exclusive forums for certain litigation asserting claims against the Trust, and adding an exclusive federal forum provision for the resolution of any claims arising under the Securities Act of 1933, as amended, or any rule or regulation thereunder.
As a result of the amendments to Article II, Section 12, any notice given by or on behalf of a shareholder pursuant to the provisions of our Bylaws must comply with the requirements of the Bylaws and must be delivered to the Secretary of the Trust at the principal executive office of the Trust, 888 Seventh Avenue, New York, New York 10019, not earlier than November 9, 2022, and not later than the close of business on December 9, 2022.
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.

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94


EXHIBIT INDEX
Exhibit No.
15.1
3.2

——Amended and Restated Bylaws of Vornado Realty Trust, as amended on July 28, 2022*
10.38
—Second Amended and Restated Term Loan Agreement dated as of June 30, 2022, among Vornado Realty L.P.,
   as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and
   JPMorgan Chase Bank N.A., as Administrative Agent for the Banks		*
10.39
—Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of June 30, 2022,
   among Vornado Realty L.P., as Borrower, the Banks listed on signature pages thereof, and JPMorgan Chase
   Bank N.A., as Administrative Agent for the Banks		*
10.40
—Third Amended and Restated Revolving Credit Agreement dated as of June 30, 2022, among Vornado Realty
   L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof,
   and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks		*
15.1
—Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust
15.2

——
Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.
31.1

——
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
31.2

——
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
31.3

——
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
31.4

——
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
32.1

——
Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
32.2

——
Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
32.3

——
Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
32.4

——
Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
101.INS101
——XBRL Instance Document ofThe following financial information from Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in equity, (v) consolidated statements of cash flows, and (vi) the notes to consolidated financial statements.
101.SCH104
——XBRL Taxonomy Extension Schema ofThe cover page from the Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted as iXBRL and contained in Exhibit 101.
101.CAL
—XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
101.DEF
*		—Filed herewithXBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P.
101.LAB
—XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P.
101.PRE
—XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P.




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SIGNATURES

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 thereunto duly authorized.

VORNADO REALTY TRUST
(Registrant)
Date: August 1, 2022By:VORNADO REALTY TRUST/s/ Deirdre Maddock
(Registrant)
Date: October 30, 2017By:/s/ Matthew Iocco
Matthew Iocco,Deirdre Maddock, Chief Accounting Officer (duly
(duly authorized officer and principal accounting officer)


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96


SIGNATURES

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 thereunto duly authorized.

VORNADO REALTY L.P.
(Registrant)
Date: August 1, 2022By:VORNADO REALTY L.P./s/ Deirdre Maddock
(Registrant)
Date: October 30, 2017By:/s/ Matthew Iocco
Matthew Iocco,Deirdre Maddock, Chief Accounting Officer of Vornado
Realty Trust, sole General Partner of Vornado Realty
L.P. (duly authorized officer and principal accounting
officer)



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