Vornado Realty Trust:

☑

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

Vornado Realty L.P.:

☐

Large Accelerated Filer

☐

Accelerated Filer

☑

Non-Accelerated Filer

☐

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 ☑

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Vornado Realty Trust

Common Shares of beneficial interest, $.04 par value per share

VNO

New York Stock Exchange

Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per ~~share~~share:

Vornado Realty Trust

5.70% Series K

VNO/PK

New York Stock Exchange

Vornado Realty Trust

5.40% Series L

VNO/PL

New York Stock Exchange

Vornado Realty Trust

5.25% Series M

VNO/PM

New York Stock Exchange

As of September 30, ~~2019, 190,850,321~~2020, 191,260,981 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 September 30, ~~2019~~2020 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 ~~93.1%~~92.7% 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 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.

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 12. Redeemable Noncontrolling Interests •Note 13. Shareholders' Equity/Partners' Capital •Note 20. Income (Loss) Per Share/Income (Loss) Per Class A Unit •	~~Note 12. Redeemable Noncontrolling Interests/Redeemable Partnership Units~~


•	~~Note 13. Shareholders' Equity/Partners' Capital~~


•	~~Note 20. Income Per Share/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.

PART I.

Financial Information:

Page Number

Item 1.

Financial Statements of Vornado Realty Trust:

~~PART I.~~

~~Financial Information:~~

~~Page Number~~

~~Item 1.~~

~~Financial Statements of Vornado Realty Trust:~~

Consolidated Balance Sheets (Unaudited) as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019

Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30,
2020 and 2019 ~~and 2018~~

Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended September 30, ~~2019~~ 2020
and ~~2018~~2019

Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

Financial Statements of Vornado Realty L.P.:

Consolidated Balance Sheets (Unaudited) as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019

Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30,
2020 and 2019 ~~and 2018~~

Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended September 30, ~~2019~~ 2020
and ~~2018~~2019

Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

Vornado Realty Trust and Vornado Realty L.P.:

Notes to Consolidated Financial Statements (Unaudited)

Reports of Independent Registered Public Accounting Firm

5448

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

5650

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

9686

Item 4.

Controls and Procedures

9787

PART II.

Other Information:

Unregistered Sales of Equity Securities and Use of Proceeds

9889

Item 3.

Defaults Upon Senior Securities

9889

Item 4.

Mine Safety Disclosures

~~100~~91

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)	September 30, 2019			December 31, 2018			(Amounts in thousands, except unit, share, and per share amounts)	As of
								September 30, 2020		December 31, 2019
ASSETS							ASSETS
Real estate, at cost:							Real estate, at cost:
Land	$	2,602,039		$	3,306,280		Land	$	2,589,452	$	2,591,261
Buildings and improvements	7,888,950			10,110,992			Buildings and improvements	8,004,206		7,953,163
Development costs and construction in progress	1,805,846			2,266,491			Development costs and construction in progress	1,514,941		1,490,614
Moynihan Train Hall development expenditures	791,703			445,693			Moynihan Train Hall development expenditures	1,223,600		914,960
Leasehold improvements and equipment	121,164			108,427			Leasehold improvements and equipment	128,642		124,014
Total	13,209,702			16,237,883			Total	13,460,841		13,074,012
Less accumulated depreciation and amortization	(2,945,107		)	(3,180,175		)	Less accumulated depreciation and amortization	(3,155,416)		(3,015,958)
Real estate, net	10,264,595			13,057,708			Real estate, net	10,305,425		10,058,054
Right-of-use assets	370,604			—			Right-of-use assets	374,805		379,546
Cash and cash equivalents	1,132,491			570,916			Cash and cash equivalents	1,411,047		1,515,012
Restricted cash	113,065			145,989			Restricted cash	79,291		92,119
Marketable securities	35,751			152,198			Marketable securities	0		33,313
Tenant and other receivables	99,499			73,322			Tenant and other receivables	103,051		95,733
Investments in partially owned entities	4,023,820			858,113			Investments in partially owned entities	3,504,328		3,999,165
Real estate fund investments	306,596			318,758			Real estate fund investments	3,739		222,649
220 Central Park South condominium units ready for sale	288,135			99,627			220 Central Park South condominium units ready for sale	181,041		408,918
Receivable arising from the straight-lining of rents	743,646			935,131			Receivable arising from the straight-lining of rents	678,381		742,206
Deferred leasing costs, net of accumulated amortization of $191,299 and $207,529	360,608			400,313
Identified intangible assets, net of accumulated amortization of $99,623 and $172,114	30,773			136,781
Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229							Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229	385,089		353,986
Identified intangible assets, net of accumulated amortization of $95,567 and $98,587							Identified intangible assets, net of accumulated amortization of $95,567 and $98,587	25,746		30,965
Other assets	446,516			431,938			Other assets	510,955		355,347
	$	18,216,099		$	17,180,794			$	17,562,898	$	18,287,013
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY							LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,640,895		$	8,167,798		Mortgages payable, net	$	5,639,151	$	5,639,897
Senior unsecured notes, net	445,668			844,002			Senior unsecured notes, net	446,482		445,872
Unsecured term loan, net	745,585			744,821			Unsecured term loan, net	796,499		745,840
Unsecured revolving credit facilities	655,000			80,000			Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	490,978			—			Lease liabilities	425,646		498,254
Moynihan Train Hall obligation	791,703			445,693			Moynihan Train Hall obligation	1,223,600		914,960
Special dividend/distribution payable							Special dividend/distribution payable	0		398,292
Accounts payable and accrued expenses	453,331			430,976			Accounts payable and accrued expenses	430,446		440,049
Deferred revenue	62,583			167,730			Deferred revenue	45,473		59,429
Deferred compensation plan	99,677			96,523			Deferred compensation plan	98,543		103,773
Other liabilities	266,090			311,806			Other liabilities	302,622		265,754
Total liabilities	9,651,510			11,289,349			Total liabilities	9,983,462		10,087,120
Commitments and contingencies							Commitments and contingencies
Redeemable noncontrolling interests:							Redeemable noncontrolling interests:
Class A units - 13,346,927 and 12,544,477 units outstanding	849,798			778,134
Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding	4,535			5,428
Class A units - 13,670,466 and 13,298,956 units outstanding							Class A units - 13,670,466 and 13,298,956 units outstanding	594,934		884,380
Series D cumulative redeemable preferred units - 141,401 units outstanding							Series D cumulative redeemable preferred units - 141,401 units outstanding	4,535		4,535
Total redeemable noncontrolling partnership units							Total redeemable noncontrolling partnership units	599,469		888,915
Redeemable noncontrolling interest in a consolidated subsidiary							Redeemable noncontrolling interest in a consolidated subsidiary	94,282		0
Total redeemable noncontrolling interests	854,333			783,562			Total redeemable noncontrolling interests	693,751		888,915
Shareholders' equity:							Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,797,280 and 36,798,580 shares	891,256			891,294
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,850,321 and 190,535,499 shares	7,613			7,600
Preferred shares of beneficial interest: 0 par value per share; authorized 110,000,000 shares; issued and outstanding 36,793,402 and 36,795,640 shares							Preferred shares of beneficial interest: 0 par value per share; authorized 110,000,000 shares; issued and outstanding 36,793,402 and 36,795,640 shares	891,156		891,214
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,260,981 and 190,985,677 shares							Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,260,981 and 190,985,677 shares	7,629		7,618
Additional capital	7,872,597			7,725,857			Additional capital	8,123,524		7,827,697
Earnings less than distributions	(1,649,035		)	(4,167,184		)	Earnings less than distributions	(2,463,635)		(1,954,266)
Accumulated other comprehensive (loss) income	(47,359		)	7,664
Accumulated other comprehensive loss							Accumulated other comprehensive loss	(89,834)		(40,233)
Total shareholders' equity	7,075,072			4,465,231			Total shareholders' equity	6,468,840		6,732,030
Noncontrolling interests in consolidated subsidiaries	635,184			642,652			Noncontrolling interests in consolidated subsidiaries	416,845		578,948
Total equity	7,710,256			5,107,883			Total equity	6,885,685		7,310,978
	$	18,216,099		$	17,180,794			$	17,562,898	$	18,287,013

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


(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 September 30,				For the Nine Months Ended September 30,
	2019			2018			2019			2018				2020		2019		2020		2019
REVENUES:													REVENUES:
Rental revenues	$	427,638		$	503,947		$	1,348,814		$	1,507,274		Rental revenues	$	322,253	$	427,638	$	1,038,721	$	1,348,814
Fee and other income	38,323			38,101			114,918			113,029			Fee and other income	41,709		38,323		112,799		114,918
Total revenues	465,961			542,048			1,463,732			1,620,303			Total revenues	363,962		465,961		1,151,520		1,463,732
EXPENSES:													EXPENSES:
Operating	(226,359		)	(235,575		)	(694,006		)	(709,158		)	Operating	(195,645)		(226,359)		(600,077)		(694,006)
Depreciation and amortization	(96,437		)	(113,169		)	(326,181		)	(333,701		)	Depreciation and amortization	(107,013)		(96,437)		(292,611)		(326,181)
General and administrative	(33,237		)	(31,977		)	(130,129		)	(108,937		)	General and administrative	(32,407)		(33,237)		(120,255)		(130,129)
Expense from deferred compensation plan liability	(974		)	(1,861		)	(7,722		)	(3,534		)
Transaction related costs, impairment losses and other	(1,576		)	(2,510		)	(103,315		)	(16,683		)
(Expense) benefit from deferred compensation plan liability													(Expense) benefit from deferred compensation plan liability	(4,341)		(974)		548		(7,722)
(Expense from transaction related costs and impairment losses) and gain from lease liability extinguishment, net													(Expense from transaction related costs and impairment losses) and gain from lease liability extinguishment, net	(584)		(1,576)		68,566		(103,315)
Total expenses	(358,583		)	(385,092		)	(1,261,353		)	(1,172,013		)	Total expenses	(339,990)		(358,583)		(943,829)		(1,261,353)

Income from partially owned entities	25,946			7,206			56,139			6,059
Income (loss) from real estate fund investments	2,190			(190		)	(13,780		)	(37,973		)
Interest and other investment income, net	3,045			2,893			15,930			9,401
Income from deferred compensation plan assets	974			1,861			7,722			3,534
(Loss) income from partially owned entities													(Loss) income from partially owned entities	(80,909)		25,946		(353,679)		56,139
(Loss) income from real estate fund investments													(Loss) income from real estate fund investments	(13,823)		2,190		(225,328)		(13,780)
Interest and other investment income (loss), net													Interest and other investment income (loss), net	1,729		3,045		(7,068)		15,930
Income (loss) from deferred compensation plan assets													Income (loss) from deferred compensation plan assets	4,341		974		(548)		7,722
Interest and debt expense	(61,448		)	(88,951		)	(226,940		)	(264,774		)	Interest and debt expense	(57,371)		(61,448)		(174,618)		(226,940)
Net gain on transfer to Fifth Avenue and Times Square JV	—			—			2,571,099			—			Net gain on transfer to Fifth Avenue and Times Square JV	0		0		0		2,571,099
Net gains on disposition of wholly owned and partially owned assets	309,657			141,269			641,664			164,828			Net gains on disposition of wholly owned and partially owned assets	214,578		309,657		338,862		641,664
Income before income taxes	387,742			221,044			3,254,213			329,365
Income (loss) before income taxes													Income (loss) before income taxes	92,517		387,742		(214,688)		3,254,213
Income tax expense	(23,885		)	(1,943		)	(80,542		)	(4,964		)	Income tax expense	(23,781)		(23,885)		(38,431)		(80,542)
Income from continuing operations	363,857			219,101			3,173,671			324,401
(Loss) income from discontinued operations	(8		)	61			(85		)	381
Net income	363,849			219,162			3,173,586			324,782
Less net (income) loss attributable to noncontrolling interests in:
Income (loss) from continuing operations													Income (loss) from continuing operations	68,736		363,857		(253,119)		3,173,671
Loss from discontinued operations													Loss from discontinued operations	0		(8)		0		(85)
Net income (loss)													Net income (loss)	68,736		363,849		(253,119)		3,173,586
Less net loss (income) attributable to noncontrolling interests in:													Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	(5,774		)	(3,312		)	(34,045		)	31,137			Consolidated subsidiaries	848		(5,774)		141,003		(34,045)
Operating Partnership	(22,637		)	(12,671		)	(197,354		)	(18,992		)	Operating Partnership	(3,884)		(22,637)		10,090		(197,354)
Net income attributable to Vornado	335,438			203,179			2,942,187			336,927
Net income (loss) attributable to Vornado													Net income (loss) attributable to Vornado	65,700		335,438		(102,026)		2,942,187
Preferred share dividends	(12,532		)	(12,534		)	(37,598		)	(38,103		)	Preferred share dividends	(12,530)		(12,532)		(37,591)		(37,598)
Preferred share issuance costs	—			—			—			(14,486		)
NET INCOME attributable to common shareholders	$	322,906		$	190,645		$	2,904,589		$	284,338

INCOME PER COMMON SHARE – BASIC:
Net income per common share	$	1.69		$	1.00		$	15.22		$	1.50
NET INCOME (LOSS) attributable to common shareholders													NET INCOME (LOSS) attributable to common shareholders	$	53,170	$	322,906	$	(139,617)	$	2,904,589

INCOME (LOSS) PER COMMON SHARE - BASIC:													INCOME (LOSS) PER COMMON SHARE - BASIC:

Net income (loss) per common share													Net income (loss) per common share	$	0.28	$	1.69	$	(0.73)	$	15.22
Weighted average shares outstanding	190,814			190,245			190,762			190,176			Weighted average shares outstanding	191,162		190,814		191,102		190,762

INCOME PER COMMON SHARE – DILUTED:
Net income per common share	$	1.69		$	1.00		$	15.20		$	1.49
INCOME (LOSS) PER COMMON SHARE - DILUTED:													INCOME (LOSS) PER COMMON SHARE - DILUTED:

Net income (loss) per common share													Net income (loss) per common share	$	0.28	$	1.69	$	(0.73)	$	15.20
Weighted average shares outstanding	191,024			191,327			191,027			191,292			Weighted average shares outstanding	191,162		191,024		191,102		191,027

~~Fair Value Measurements on a Nonrecurring Basis~~

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of real estate assets required to be measured for impairment as of December 31, 2018. The fair value of real estate assets required to be measured for impairment were determined using comparable sales activity. There were 0 assets measured at fair value on a nonrecurring basis on our consolidated balance sheet as of September 30, 2019.

(Amounts in thousands) As of December 31, 2018
Total Level 1 Level 2 Level 3
Real estate assets $ 14,971
$ —
$ —
$ 14,971

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

15. Fair Value Measurements - continued

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

Loans Receivable

Loans receivable consist of loan investments in real estate related assets for which we have elected the fair value option under ASC 825-10 as of January 1, 2020. These investments are classified as Level 3.

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 loans receivable.


	September 30, 2020
	Range	Weighted Average (based on fair value of investments)
Unobservable Quantitative Input
Discount rates	6.0% to 6.5%	6.1%
Terminal capitalization rates	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 September 30, 2020		For the Nine Months Ended September 30, 2020
Beginning balance	$	46,675	$	59,251
Credit losses	0		(13,369)
Interest accrual	834		1,627
Ending balance	$	47,509	$	47,509

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 hedge 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 September 30, 2020 and December 31, 2019.


(Amounts in thousands)	As of September 30, 2020
						Variable Rate
Hedged Item (Interest rate swaps)	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:
Other	$	17	$	175,000

Included in other liabilities:
Unsecured term loan	$	63,437	$	750,000	(1)	L+100	1.15%	3.87%	10/23
33-00 Northern Boulevard mortgage loan	9,065		100,000			L+180	1.96%	4.14%	1/25
888 Seventh Avenue mortgage loan	1,034		375,000			L+170	1.84%	3.25%	12/20
	$	73,536	$	1,225,000

____________________

(1)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.


~~15.~~	~~Fair Value Measurements - continued~~

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

15. Fair Value Measurements - continued

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

Derivatives and Hedging - continued


(Amounts in thousands)	As of December 31, 2019
					Variable Rate
Hedged Item (Interest rate swaps)	Fair Value		Notional Amount		Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:
770 Broadway mortgage loan	$	4,045	$	700,000	L+175	3.46%	2.56%	9/20
888 Seventh Avenue mortgage loan	218		375,000		L+170	3.44%	3.25%	12/20
Other	64		175,000
	$	4,327	$	1,250,000

Included in other liabilities:
Unsecured term loan	$	36,809	$	750,000	L+100	2.80%	3.87%	10/23
33-00 Northern Boulevard mortgage loan	3,545		100,000		L+180	3.52%	4.14%	1/25
	$	40,354	$	850,000

Fair Value Measurements on a Nonrecurring Basis

As of September 30, 2020, assets measured at fair value on a nonrecurring basis (for impairment purposes) on our consolidated balance sheet consisted of our investment in Fifth Avenue and Times Square JV. There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheet as of December 31, 2019.

Our estimate of the fair value of our investment in Fifth Avenue and Times Square JV was measured using a discounted cash flow analysis based upon market conditions and expectations of growth and utilized unobservable quantitative inputs, including a capitalization rate of 4.50% and discount rate of 6.25%. See Note 8 - Investments in Partially Owned Entities for details of non-cash impairment losses recognized during the three and nine months ended September 30, 2020.


(Amounts in thousands)	As of September 30, 2020
	Total		Level 1		Level 2		Level 3
Investment in Fifth Avenue and Times Square JV	$	2,811,374	$	0	$	0	$	2,811,374

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 ~~values~~value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair ~~values~~value 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~~instruments.


(Amounts in thousands)		As of September 30, 2020					As of December 31, 2019
		Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents		$	1,248,051		$	1,248,000	$	1,276,815		$	1,277,000
Debt:
	Mortgages payable	$	5,661,132		$	5,660,000	$	5,670,016		$	5,714,000
	Senior unsecured notes	450,000			468,000		450,000			468,000
	Unsecured term loan	800,000			800,000		750,000			750,000
	Unsecured revolving credit facilities	575,000			575,000		575,000			575,000
	Total	$	7,486,132	(1)	$	7,503,000	$	7,445,016	(1)	$	7,507,000

____________________

(1)Excludes $29,000 and $38,407 of deferred financing costs, net and other as of September 30, ~~2019~~2020 and December 31, ~~2018.~~2019, respectively.

(Amounts in thousands) As of September 30, 2019 As of December 31, 2018

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Cash equivalents $ 979,060
$ 979,000
$ 261,981
$ 262,000
Debt:
Mortgages payable $ 5,673,671
$ 5,725,000
$ 8,215,847
$ 8,179,000
Senior unsecured notes 450,000
465,000
850,000
847,000
Unsecured term loan 750,000
750,000
750,000
750,000
Unsecured revolving credit facilities 655,000
655,000
80,000
80,000
Total $ 7,528,671
⁽¹⁾
$ 7,595,000
$ 9,895,847
⁽¹⁾
$ 9,856,000

~~____________________~~


~~(1)~~	~~Excludes $41,523 and $59,226 of deferred financing costs, net and other as of September 30, 2019 and December 31, 2018, respectively.~~

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)


~~16.~~	16. Stock-based Compensation

On January 14, 2019, the Compensation Committee of the Board (the “Committee”) approved the issuance of performance conditioned appreciation-only long-term incentive plan units ("Performance Conditioned AO LTIP Units") pursuant to the 2010 Omnibus Share Plan to our named executive officers ("NEOs") in our 2019 proxy statement. Performance Conditioned AO LTIP Units are AO LTIP Units that require the achievement of certain performance conditions by a specified date or they are forfeited. The performance-based condition is met if Vornado common shares trade at or above 110% of the $64.48 grant price per share for any 20 consecutive days on or before the fourth anniversary following the date of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A Operating Partnership units in the same manner as AO LTIP Units until ten years from the date of grant. The fair value of the Performance Conditioned AO LTIP Units on the date of grant was $8,983,000, of which $7,481,000 was immediately expensed due to the acceleration of vesting for employees who are retirement eligible. The remaining $1,502,000 is being amortized into expense over a four-year period from the date of grant using a graded vesting attribution model.

On May 16, 2019, our shareholders approved the 2019 Omnibus Share Plan (the “Plan"), which replaces the 2010 Omnibus Share Plan. Under the Plan, the Committee may grant incentive and non-qualified Vornado stock options, restricted stock, restricted Operating Partnership units ("OP units"), out-performance plan awards ("OPPs"), appreciation-only long-term incentive plan units (“AO LTIP Units”) and Performance Conditioned AO LTIP Units to certain of our employees and officers. Awards may be granted up to a maximum 5,500,000 shares, if all awards granted are Full Value awards, as defined in the Plan, and up to 11,000,000 shares, if all of the awards granted are Not Full Value Awards, as defined in the Plan. Full Value Awards are awards of securities, such as restricted shares, that, if all vesting requirements are met, do not require the payment of an exercise price or strike price to acquire the securities. Not Full Value Awards are awards of securities, such as options, that do require the payment of an exercise price or strike price.

We account for all equity-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. Stock-based compensation expense, a component of "general and administrative" expense on our consolidated statements of income, was ~~$5,871,000~~$6,170,000 and ~~$5,545,000~~$5,871,000 for the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and $39,638,000 and $48,045,000 ~~and$26,190,000~~ for the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

~~Stock-based~~2020 Outperformance Plan ("2020 OPP")

On March 30, 2020, the Compensation Committee of Vornado's Board of Trustees (the "Committee") approved the 2020 OPP, a multi-year, $35,000,000 performance-based equity compensation ~~expense for~~plan of which $32,930,000 was granted to senior executives. The fair value of the ~~three months ended March 31, 2019 included $16,211,000 from the accelerated vesting~~2020 OPP granted was $11,686,000, of ~~previously issued OP units and Vornado restricted stock~~which $7,583,000 was immediately expensed due to the ~~removal~~acceleration of ~~the time-based~~ vesting ~~requirement~~ for ~~participants~~employees who ~~have~~are retirement eligible (have reached age 65 or age 60 with at least 20 years of ~~age.~~service). The ~~right to sell such awards remains subject to original terms of grant. The increase in~~remaining $4,103,000 is being amortized into expense in the first quarter of 2019 was partially offset by lower stock-based compensation expense of $2,578,000 in each of the second and third quarter of 2019; and will be completely offset by lower stock-based compensation expense of $2,578,000 in the fourth quarter of 2019 and $8,477,000 thereafter.

Stock-based compensation expense also includes $1,413,000 and $6,729,000 for the three and nine months ended September 30, 2019, respectively, for OP units granted outside of the Plan to an executive officer in connection with his employment in reliance on the employment inducement exception to shareholder approval provided under the New York Stock Exchange Listing Rule 303A.08; and $988,000 and $1,317,000 for the three and nine months ended September 30, 2019, respectively, for OP units granted under the Plan to certain executive officers asover a ~~result of promotions. The award granted outside of the Plan has a grant date fair value of $25,500,000 and vests 20% on the grant date, 40% on the three-year anniversary of~~five-year period from the date of grant using a graded vesting attribution model.

Under the 2020 OPP, participants have the opportunity to earn compensation payable in the form of equity awards if Vornado common shares outperform a predetermined total shareholder return (“TSR”) and/or outperform the market with respect to relative total TSR during the three-year performance period (the “Performance Period”) from March 30, 2020 to March 30, 2023 (the “Measurement Date”). Specifically, awards under the 2020 OPP may potentially be earned if Vornado (i) achieves a TSR above a benchmark weighted index (the “Index”) comprised 80% of the SNL US Office REIT Index and ~~40%~~20% of the SNL US Retail Index over the Performance Period (the “Relative Component”), and/or (ii) achieves a TSR greater than 21% over the Performance Period (the “Absolute Component”). The value of awards under the Relative Component and Absolute Component will be calculated separately and will each be subject to an aggregate $35,000,000 maximum award cap for all participants. The 2 components will be added together to determine the aggregate award size, which shall also be subject to the aggregate $35,000,000 maximum award cap for all participants. In the event awards are earned under the Absolute Component, but Vornado underperforms the Index by more than 200 basis points per annum over the Performance Period (600 basis points over the three years), the amount earned under the Absolute Component will be reduced based on the ~~four-year~~degree by which the Index exceeds Vornado’s TSR with the maximum payout being 50% under the Absolute Component. In the event awards are earned under the Relative Component, but Vornado fails to achieve a TSR of at least 2% per annum, awards earned under the Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with awards earned under the Relative Component being reduced by a maximum of 50% in the event Vornado’s TSR during the Measurement Period is 0% or negative. If the designated performance objectives are achieved, awards earned under the 2020 OPP will vest ratably on the Measurement Date and the first and second anniversary of the ~~date~~Measurement Date. In addition, all of ~~grant. The~~Vornado’s Named Executive Officers (as defined in Vornado’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 3, 2020) are required to hold any earned and vested awards for one year following each such vesting date. Dividends on awards granted under the ~~Plan have an aggregate grant date fair value~~2020 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of ~~$15,000,000 and cliff vest after four years. Compensation expense related to OP unit grants are recognized ratably over~~ the vesting period. Additional non-cash expense associated with these awards will be $2,401,000 in the fourth quarter of 2019, $9,603,000 in each of 2020 and 2021, $7,718,000 in 2022 and $2,655,000 in 2023.

designated performance objectives.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

17. (Expense from Transaction Related Costs and Impairment Losses) and Gain from Lease Liability Extinguishment, Net


~~17.~~	~~Transaction Related Costs, Impairment Losses and Other~~

The following table sets forth the details of (expense from transaction related costs and impairment ~~losses~~losses) and ~~other:~~

gain from lease liability extinguishment, net:


(Amounts in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				(Amounts in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018			2020		2019		2020		2019
Transaction related costs	$	1,576	$	2,510	$	1,955	$	3,580	Transaction related costs	$	(584)	$	(1,576)	$	(1,694)	$	(1,955)
Non-cash impairment losses, substantially 608 Fifth Avenue (see below)	—		—		101,360		—
Transfer tax⁽¹⁾	—		—		—		13,103
608 Fifth Avenue non-cash lease liability extinguishment gain (impairment loss) (see below for details)									608 Fifth Avenue non-cash lease liability extinguishment gain (impairment loss) (see below for details)	0		0		70,260		(93,860)
Other non-cash impairment losses									Other non-cash impairment losses	0		0		0		(7,500)
	$	1,576	$	2,510	$	103,315	$	16,683
										$	(584)	$	(1,576)	$	68,566	$	(103,315)

~~____________________~~


~~(1)~~	Disputed additional Transfer Tax recorded in the first quarter 2018 related to the December 2012 acquisition of Independence Plaza. The joint venture, in which we have a 50.1% economic interest, that owns Independence Plaza recorded this expense based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - ~~Real Estate Fund Investments).~~

608 Fifth Avenue

During the second quarter of 2019, Arcadia Group US Ltd ("Arcadia Group"), the operator of Topshop, our retail tenant at 608 Fifth Avenue, filed for Chapter 15 bankruptcy protection in the United States. On June 28, 2019, Arcadia Group closed all of its stores in the United States. 608 Fifth Avenue iswas subject to a land and building lease which ~~expires~~was set to expire in 2033. ~~The non-recourse lease calls for fixed lease payments through~~During the ~~term, plus payments for real estate taxes, insurance and operating expenses. Based on current market rental rates, the cash flows~~second quarter of ~~the property would not be sufficient to cover the operating expenses, including the fixed lease payments. Consequently,~~2019, we concluded that the carrying amount of the property ~~which includes our right-of-use asset,~~ was not recoverable ~~resulting in a write-down to zero. Our estimate of fair value of the property was derived from a discounted cash flow model based upon market conditions~~ and ~~expectations of growth. We~~ recognized a $93,860,000 non-cash impairment loss on our consolidated statements of income, ~~in the second quarter of 2019,~~ of which $75,220,000 resulted from the impairment of our right-of-use asset. As

On May 20, 2020, we entered into an agreement with the land and building lessor at 608 Fifth Avenue to surrender the property. Per the terms of the agreement, we were released from our obligations under the lease and assigned all of our right, title and interest in the tenant leases of 608 Fifth Avenue to the land and building lessor. In connection therewith, we removed the lease liability from our consolidated balance sheets which resulted in a $70,260,000 gain recorded on our consolidated statements of income during the nine months ended September 30, 2019, a $72,088,000 lease liability remains, which will be recognized as income when the non-recourse lease is terminated. In August 2019, we delivered the required nine month notice to the ground lessor that we will terminate the lease in May 2020.


~~18.~~	18. Interest and Other Investment Income (Loss), Net

The following table sets forth the details of interest and other investment income (loss), net:


(Amounts in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
(Decrease) increase in fair value of marketable securities:
PREIT(1)	$	0	$	(4,875)	$	(4,938)	$	(19,211)
Lexington Realty Trust(2)	0		0		0		16,068
Other	0		7		0		48
	0		(4,868)		(4,938)		(3,095)
Interest on loans receivable	574		1,604		2,810		4,845
Interest on cash and cash equivalents and restricted cash	253		4,060		5,717		8,753
Dividends on marketable securities	0		1,312		0		2,625
Credit losses on loans receivable(3)	0		0		(13,369)		0
Other, net	902		937		2,712		2,802
	$	1,729	$	3,045	$	(7,068)	$	15,930

(Amounts in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 2018 2019 2018
(Decrease) increase in fair value of marketable securities:
PREIT (see page 29 for details) $ (4,875 ) $ —
$ (19,211 ) $ —
Lexington(see page 29 for details)
—
(7,942 ) 16,068
(24,934 )
Other 7
243
48
133
(4,868 ) (7,699 ) (3,095 ) (24,801 )
Interest on cash and cash equivalents and restricted cash 4,060
4,306
8,753
12,370
Interest on loans receivable⁽¹⁾
1,604
2,004
4,845
8,952
Dividends on marketable securities 1,312
3,354
2,625
10,060
Other, net 937
928
2,802
2,820
$ 3,045
$ 2,893
$ 15,930
$ 9,401
____________________

~~____________________~~(1)Sold on January 23, 2020 (see page 27 for details).


~~(1)~~	The three and nine months ended September 30, 2018 include $1,250 and $6,707, respectively, of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us.

(2)Sold on March 1, 2019.

(3)See Note 4 - Recently Issued Accounting Literatureand Note 15 - Fair Value Measurementsfor details.


~~19.~~	19. 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,
2019 2018 2019 2018
Interest expense⁽¹⁾
$ 72,345
$ 98,841
$ 266,597
$ 290,006
Capitalized interest and debt expense (16,047 ) (18,238 ) (59,184 ) (49,718 )
Amortization of deferred financing costs 5,150
8,348
19,527
24,486
$ 61,448
$ 88,951
$ 226,940
$ 264,774


(Amounts in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Interest expense(1)	$	61,793	$	72,345	$	191,973	$	266,597
Capitalized interest and debt expense	(9,328)		(16,047)		(30,829)		(59,184)
Amortization of deferred financing costs	4,906		5,150		13,474		19,527
	$	57,371	$	61,448	$	174,618	$	226,940

____________________


~~(1)~~	The nine months ended September 30, 2019 includes $22,540 debt prepayment costs in connection with the redemption of $400,000 5.00% senior unsecured notes which were scheduled to mature in January 2022.

(1)Thenine months ended September 30, 2019 includes $22,540 of debt prepayment costs in connection with the redemption of $400,000 5.00% senior unsecured notes which were scheduled to mature in January 2022.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

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


~~20.~~	~~Income Per Share/Income Per Class A Unit~~

Vornado Realty Trust

The following table presents the calculations of (i) basic income (loss) per common share which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted income (loss) per common share which includes the weighted average common shares and dilutive share equivalents. Unvested share-based payment awards that contain ~~non-forfeitable~~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. Other potential dilutive share equivalents such as our employee stock options, restricted Operating Partnership units ("OP ~~Units, OPPs,~~ Units"), out-performance plan awards ("OPPs"), appreciation-only long term incentive plan units ("AO LTIP ~~Units~~Units") and Performance Conditioned AO LTIP Units are included in the computation of diluted Earnings Per Share ("EPS") using the treasury stock method, while the dilutive effect of our Series A convertible preferred shares is reflected in diluted EPS by application of the if-converted method.

(Amounts in thousands, except per share amounts) For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 2018 2019 2018
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests $ 335,445
$ 203,122
$ 2,942,267
$ 336,570
(Loss) income from discontinued operations, net of income attributable to noncontrolling interests (7 ) 57
(80 ) 357
Net income attributable to Vornado 335,438
203,179
2,942,187
336,927
Preferred share dividends (12,532 ) (12,534 ) (37,598 ) (38,103 )
Preferred share issuance costs —
—
—
(14,486 )
Net income attributable to common shareholders 322,906
190,645
2,904,589
284,338
Earnings allocated to unvested participating securities (33 ) (17 ) (291 ) (33 )
Numerator for basic income per share 322,873
190,628
2,904,298
284,305
Impact of assumed conversions:
Convertible preferred share dividends 14
15
43
47
Earnings allocated to Out-Performance Plan units —
—
9
127
Numerator for diluted income per share $ 322,887
$ 190,643
$ 2,904,350
$ 284,479

Denominator:
Denominator for basic income per share – weighted average shares 190,814
190,245
190,762
190,176
Effect of dilutive securities⁽¹⁾:

Employee stock options and restricted stock awards 176
1,045
227
972
Convertible preferred shares 34
37
35
38
Out-Performance Plan units —
—
3
106
Denominator for diluted income per share – weighted average shares and assumed conversions 191,024
191,327
191,027
191,292

INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net $ 1.69
$ 1.00
$ 15.22
$ 1.50
Net income per common share $ 1.69
$ 1.00
$ 15.22
$ 1.50

INCOME PER COMMON SHARE – DILUTED:
Income from continuing operations, net $ 1.69
$ 1.00
$ 15.20
$ 1.49
Net income per common share $ 1.69
$ 1.00
$ 15.20
$ 1.49


(Amounts in thousands, except per share amounts)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Income (loss) from continuing operations, net of (income) loss attributable to noncontrolling interests	$	65,700	$	335,445	$	(102,026)	$	2,942,267
Loss from discontinued operations	0		(7)		0		(80)
Net income (loss) attributable to Vornado	65,700		335,438		(102,026)		2,942,187
Preferred share dividends	(12,530)		(12,532)		(37,591)		(37,598)

Net income (loss) attributable to common shareholders	53,170		322,906		(139,617)		2,904,589
Earnings allocated to unvested participating securities	(15)		(33)		(84)		(291)
Numerator for basic income (loss) per share	53,155		322,873		(139,701)		2,904,298
Impact of assumed conversions:
Convertible preferred share dividends	0		14		0		43
Earnings allocated to Out-Performance Plan units	0		0		0		9

Numerator for diluted income (loss) per share	$	53,155	$	322,887	$	(139,701)	$	2,904,350

Denominator:
Denominator for basic income (loss) per share – weighted average shares	191,162		190,814		191,102		190,762
Effect of dilutive securities(1):
Employee stock options and restricted stock awards	0		176		0		227
Convertible preferred shares	0		34		0		35
Out-Performance Plan units	0		0		0		3


Denominator for diluted income (loss) per share – weighted average shares and assumed conversions	191,162		191,024		191,102		191,027

INCOME (LOSS) PER COMMON SHARE - BASIC:


Net income (loss) per common share	$	0.28	$	1.69	$	(0.73)	$	15.22

INCOME (LOSS) PER COMMON SHARE - DILUTED:


Net income (loss) per common share	$	0.28	$	1.69	$	(0.73)	$	15.20

____________________


~~(1)~~	The effect of dilutive securities excludes an aggregate of 13,431 and 12,372 weighted average common share equivalents, for the three months ended September 30, 2019 and 2018, respectively, and 13,067 and 12,220 weighted average common share equivalents for the nine months ended September 30, 2019 and 2018, respectively, as their effect was anti-dilutive.

(1)The effect of dilutive securities excluded an aggregate of 14,159 and 13,431 weighted average common share equivalents for the three months ended September 30, 2020 and 2019, respectively, and 14,007 and 13,067 weighted average common share equivalents for the nine months ended September 30, 2020 and 2019, respectively, as their effect was anti-dilutive.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)


~~20.~~	20. Income (Loss) Per Share/Income (Loss) Per Class A Unit - continued

Vornado Realty L.P.

The following table presents the calculations of (i) basic income (loss) 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 income (loss) per Class A unit which includes the weighted average Class A unit and dilutive Class A unit equivalents. Unvested 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, OP Units and OPPs, based on the two-class method. Other potential dilutive ~~share~~unit equivalents such as Vornado stock options, AO LTIP Units and Performance Conditioned AO LTIP Units are included in the computation of diluted income per ~~share~~unit ("EPU") using the treasury stock method, while the dilutive effect of our Series A convertible preferred ~~shares~~units is reflected in diluted ~~EPS~~EPU by application of the if-converted method.

(Amounts in thousands, except per unit amounts) For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 2018 2019 2018
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests in consolidated subsidiaries $ 358,083
$ 215,789
$ 3,139,626
$ 355,538
(Loss) income from discontinued operations (8 ) 61
(85 ) 381
Net income attributable to Vornado Realty L.P. 358,075
215,850
3,139,541
355,919
Preferred unit distributions (12,574 ) (12,582 ) (37,722 ) (38,248 )
Preferred unit issuance costs —
—
—
(14,486 )
Net income attributable to Class A unitholders 345,501
203,268
3,101,819
303,185
Earnings allocated to unvested participating securities (2,449 ) (997 ) (14,807 ) (2,259 )
Numerator for basic income per Class A unit 343,052
202,271
3,087,012
300,926
Impact of assumed conversions:
Convertible preferred unit distributions 14
15
43
47
Numerator for diluted income per Class A unit $ 343,066
$ 202,286
$ 3,087,055
$ 300,973

Denominator:
Denominator for basic income per Class A unit – weighted average units 203,009
202,103
202,903
202,033
Effect of dilutive securities⁽¹⁾:

Vornado stock options, Vornado restricted stock awards, OP Units and OPPs 507
1,454
478
1,329
Convertible preferred units 34
37
35
38
Denominator for diluted income per Class A unit – weighted average units and assumed conversions 203,550
203,594
203,416
203,400

INCOME PER CLASS A UNIT – BASIC:
Income from continuing operations, net $ 1.69
$ 1.00
$ 15.21
$ 1.49
Net income per Class A unit $ 1.69
$ 1.00
$ 15.21
$ 1.49

INCOME PER CLASS A UNIT – DILUTED:
Income from continuing operations, net $ 1.69
$ 0.99
$ 15.18
$ 1.48
Net income per Class A unit $ 1.69
$ 0.99
$ 15.18
$ 1.48


(Amounts in thousands, except per unit amounts)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Income (loss) from continuing operations, net of (income) loss attributable to noncontrolling interests in consolidated subsidiaries	$	69,584	$	358,083	$	(112,116)	$	3,139,626
Loss from discontinued operations	0		(8)		0		(85)
Net income (loss) attributable to Vornado Realty L.P.	69,584		358,075		(112,116)		3,139,541
Preferred unit distributions	(12,572)		(12,574)		(37,715)		(37,722)

Net income (loss) attributable to Class A unitholders	57,012		345,501		(149,831)		3,101,819
Earnings allocated to unvested participating securities	(734)		(2,449)		(4,685)		(14,807)
Numerator for basic income (loss) per Class A unit	56,278		343,052		(154,516)		3,087,012
Impact of assumed conversions:
Convertible preferred unit distributions	0		14		0		43
Numerator for diluted income (loss) per Class A unit	$	56,278	$	343,066	$	(154,516)	$	3,087,055

Denominator:
Denominator for basic income (loss) per Class A unit – weighted average units	203,554		203,009		203,480		202,903
Effect of dilutive securities(1):
Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs	0		507		0		478
Convertible preferred units	0		34		0		35
Denominator for diluted income (loss) per Class A unit – weighted average units and assumed conversions	203,554		203,550		203,480		203,416

INCOME (LOSS) PER CLASS A UNIT - BASIC:


Net income (loss) per Class A unit	$	0.28	$	1.69	$	(0.76)	$	15.21

INCOME (LOSS) PER CLASS A UNIT - DILUTED:


Net income (loss) per Class A unit	$	0.28	$	1.69	$	(0.76)	$	15.18

____________________


~~(1)~~	The effect of dilutive securities excludes an aggregate of 905 and 105 weighted average Class A unit equivalents, for the three months ended September 30, 2019 and 2018 respectively, and 678 and 112 weighted average Class A unit equivalents for the nine months ended September 30, 2019 and 2018, respectively, as their effect was anti-dilutive.

(1)The effect of dilutive securities excluded an aggregate of 1,767 and 905 weighted average Class A unit equivalents for the three months ended September 30, 2020 and 2019, respectively, and 1,629 and 678 weighted average Class A unit equivalents for the nine months ended September 30, 2020 and 2019, respectively, as their effect was anti-dilutive.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)


~~21.~~	~~Leases~~

~~As lessor~~

We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rent payable monthly in advance. Office building leases generally require tenants to reimburse us for operating costs21. Commitments and real estate taxes above their base year costs. Certain leases provide for pass-through to tenants for their share of real estate taxes, insurance and common area maintenance. Certain leases also require additional variable rent payments based on a percentage of the tenants’ sales. None of our tenants accounted for more than 10% of total revenues for the three and nine months ended September 30, 2019 and 2018. We have elected to account for lease revenues (including base and variable rent) and the reimbursement of common area maintenance expenses as a single lease component recorded as "rental revenues" on our consolidated statements of income. As of September 30, 2019, under ASC 842, future undiscounted cash flows under non-cancelable operating leases were as follows:Contingencies

(Amounts in thousands) As of September 30, 2019
For the remainder of 2019 $ 327,246
For the year ended December 31,
2020 1,263,818
2021 1,241,049
2022 1,174,436
2023 1,060,495
2024 885,891
Thereafter 4,336,649

~~As of December 31, 2018, under ASC 840, future undiscounted cash flows under non-cancelable operating leases were as follows:~~

(Amounts in thousands) As of December 31, 2018
For the year ended December 31,
2019 $ 1,547,162
2020 1,510,097
2021 1,465,024
2022 1,407,615
2023 1,269,141
Thereafter 5,832,467

~~The components of lease revenues for the three and nine months ended September 30, 2019 were as follows:~~

(Amounts in thousands) For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019
Fixed lease revenues $ 351,426
$ 1,159,037
Variable lease revenues 62,917
151,844
Lease revenues $ 414,343
$ 1,310,881

~~VORNADO REALTY TRUST AND VORNADO REALTY L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(UNAUDITED)~~

~~21. Leases - continued~~

~~As lessee~~

We have a number of ground leases which are classified as operating leases. On January 1, 2019, we recorded $526,866,000 of ROU assets and lease liabilities. Our ROU assets were reduced by $37,269,000 of accrued rent expense reclassified from “other liabilities” and $4,267,000 of acquired above-market lease liabilities, net, reclassified from “deferred revenue” and increased by $23,665,000 of acquired below-market lease assets, net, reclassified from “identified intangible assets, net of accumulated amortization” and $1,584,000 of prepaid lease payments reclassified from "other assets." As of September 30, 2019, our ROU assets and lease liabilities were $370,604,000 and $490,978,000, respectively.

The discount rate applied to measure each ROU asset and lease liability is based on our incremental borrowing rate ("IBR"). We consider the general economic environment and our credit rating and factor in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. As we did not elect to apply hindsight, lease term assumptions determined under ASC 840 were carried forward and applied in calculating the lease liabilities recorded under ASC 842. Certain of our ground leases offer renewal options which we assess against relevant economic factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that we are reasonably certain will be exercised are included in the measurement of the corresponding lease liability and ROU asset.

~~The following table sets forth information related to the measurement of our lease liabilities as of September 30, 2019:~~

(Amounts in thousands) As of September 30, 2019
Weighted average remaining lease term (in years) 40.89
Weighted average discount rate 4.85 %
Cash paid for operating leases $ 20,289

We recognize rent expense as a component of "operating" expenses on our consolidated statements of income. Rent expense is comprised of fixed and variable lease payments. Variable lease payments include percentage rent and rent resets based on an index or rate. The following table sets forth the details of rent expense for the three and nine months ended September 30, 2019:

(Amounts in thousands) For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019
Fixed rent expense $ 7,237
$ 26,552
Variable rent expense 472
1,626
Rent expense $ 7,709
$ 28,178

~~As of September 30, 2019, future lease payments under operating ground leases were as follows:~~

(Amounts in thousands) As of September 30, 2019
For the remainder of 2019 $ 6,431
For the year ended December 31,
2020 28,739
2021 29,133
2022 30,033
2023 30,448
2024 30,882
Thereafter 1,046,349
Total undiscounted cash flows 1,202,015
Present value discount (711,037 )
Lease liabilities $ 490,978

~~VORNADO REALTY TRUST AND VORNADO REALTY L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(UNAUDITED)~~

~~21. Leases - continued~~

~~As lessee - continued~~

~~As of December 31, 2018, under ASC 840, future lease payments under operating ground leases were as follows:~~

(Amounts in thousands) As of December 31, 2018
For the year ended December 31,
2019 $ 46,147
2020 45,258
2021 42,600
2022 43,840
2023 44,747
Thereafter 1,612,627

Certain of our ground leases are subject to fair market rent resets based on a percentage of the appraised value of the underlying assets at specified future dates. Fair market rent resets do not give rise to remeasurement of the related right-of-use assets and lease liabilities. Fair market rent resets, which may be material, will be recognized in the periods in which they are incurred.

~~Farley Office and Retail Building~~

The future lease payments detailed previously exclude the ground and building lease at the Farley Office and Retail Building (the "Project"). We have a 95.0% ownership interest in a joint venture with the Related Companies ("Related") which was designated by Empire State Development ("ESD"), an entity of New York State, to develop the Project. The Project will include a new Moynihan Train Hall and approximately 845,000 rentable square feet of commercial space, comprised of approximately 725,000 square feet of office space and approximately 120,000 square feet of retail space. The joint venture has a 99-year triple-net lease with ESD for the commercial space at the Project. The lease has not yet commenced since construction of the Project is ongoing.

The joint venture has entered into a development agreement with ESD to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. As a result of our involvement in the construction of the asset, we have been deemed the accounting owner of the property in accordance with ASC 842-40-55. Future undiscounted cash flows for the lease, including fixed payments in lieu of real estate taxes, as of September 30, 2019 were as follows:

(Amounts in thousands) As of September 30, 2019
For the remainder of 2019 $ —
For the year ended December 31,
2020 10,402
2021 7,229
2022 7,444
2023 7,809
2024 8,330
Thereafter 519,048

~~VORNADO REALTY TRUST AND VORNADO REALTY L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(UNAUDITED)~~


~~22.~~	~~Commitments and Contingencies~~

Insurance

For our properties except ~~the~~ Farley Office and Retail, ~~Building,~~ we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $235,000,000 includes communicable disease coverage, and 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. 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 ~~$4.0~~$6.0 billion per occurrence and in the aggregate (as ~~limited~~listed below), ~~$760,000,000~~$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 in~~has been extended through December ~~2020.~~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 ~~$1,456,071~~$1,430,413 and ~~19%~~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.

For ~~the~~ Farley Office and Retail, ~~Building,~~ we maintain general liability insurance with limits of $100,000,000 per occurrence, and builder’s risk insurance including coverage for existing property and development activities of $2.8 billion per occurrence and in the aggregate. We maintain coverage for certified and non-certified terrorism acts with limits of $1.0 billion per occurrence and in the ~~aggregate.~~aggregate.

We continue to monitor the state of the insurance market and the scope and ~~cost~~costs 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, 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 a reasonable ~~cost~~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.

Farley Office and Retail

~~VORNADO REALTY TRUST AND VORNADO REALTY L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(UNAUDITED)~~


~~22.~~	~~Commitments and Contingencies - 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 cost to us.

Our mortgage loans are non-recourse to us, 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. As of September 30, 2019, the aggregate dollar amount of these guarantees and master leases is approximately $978,000,000.

As of September 30, 2019, $15,880,000 of letters of credit was 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. Our unsecured revolving credit facilities 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.

~~The~~consolidated joint venture in which we own a ~~95.0%~~95% ownership interest was designated by ~~ESD, an entity of New York~~Empire State Development ("ESD") to develop ~~the~~ Farley Office and ~~Retail Building.~~Retail. 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, 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 bear a full guaranty from Skanska AB.

In connection with the development of the property, the joint venture took in a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply 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 Tax Credit Investor’s capital contributions. As of September 30, ~~2019, we expect to fund additional~~2020, the Tax Credit Investor has made $92,400,000 in capital tocontributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our ~~partially owned entities aggregating approximately $15,400,000.~~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 costs to us.

~~As of September 30, 2019, we have construction commitments aggregating approximately $746,000,000.~~

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

21. Commitments and Contingencies - continued

Other Commitments and Contingencies - continued

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 guarantee. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg.

In November 2011, we entered into an agreement with the New York City Economic Development Corporation ("EDC") to lease Piers 92 and 94 (the "Piers") for a 49-year term with 5 10-year renewal options. The non-recourse lease with a single-purpose entity calls for current annual rent payments of $2,000,000 with fixed rent steps through the initial term. We operate trade shows and special events at the Piers (and sublease to others for the same uses). In February 2019, an inspection revealed that the piles supporting Pier 92 were structurally unsound (an obligation of EDC to maintain) and we were issued an order by EDC to vacate the property. We continued to make the required lease payments through February 2020, with no abatement provided by EDC for the loss of our right to use Pier 92 or reimbursement for lost revenues. Beginning March 2020, as no resolution had been reached with EDC, we have not paid the monthly rents due under the non-recourse lease. As of September 30, 2020, we have a $46,911,000 lease liability and a $34,563,000 right-of-use asset recorded for this lease.

Our mortgage loans are non-recourse to us, 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 underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to ESD, an entity of New York State, for Farley Office and Retail. As of September 30, 2020, the aggregate dollar amount of these guarantees and master leases is approximately $1,745,000,000.

As of September 30, 2020, $14,080,000 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 coverage and maximum debt to market capitalization ratios and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our 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.

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 incentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the September 30, 2020 fair value of the Fund assets, at liquidation we would be required to make a$33,900,000 payment to the limited partners representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.

As of September 30, 2020, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $11,000,000.

As of September 30, 2020, we have construction commitments aggregating approximately $504,000,000.


~~23.~~	VORNADO REALTY TRUST AND VORNADO REALTY L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED) 22. Segment Information

We operate in ~~the following~~2 reportable segments, New York and Other, which is based on how we manage our business.

Net ~~Operating Income (“NOI”~~operating income ("NOI") at share represents total revenues less operating ~~expenses.~~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 ~~a substitute for~~alternatives to net ~~income. NOI~~income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

~~Below is a summary of NOI at share and~~ NOI at share - cash basis~~by segment for~~ includes rent that has been deferred as a result of the ~~three and nine months ended September 30, 2019 and 2018.~~COVID-19 pandemic. Rent deferrals generally require repayment in monthly installments over a period of time not to exceed twelve months.

(Amounts in thousands) For the Three Months Ended September 30, 2019
Total New York Other
Total revenues $ 465,961
$ 380,568
$ 85,393
Operating expenses 226,359
188,159
38,200
NOI - consolidated 239,602
192,409
47,193
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (18,096 ) (9,574 ) (8,522 )
Add: NOI from partially owned entities 86,024
82,649
3,375
NOI at share 307,530
265,484
42,046
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (4,037 ) (5,560 ) 1,523
NOI at share - cash basis $ 303,493
$ 259,924
$ 43,569

(Amounts in thousands) For the Three Months Ended September 30, 2018
Total New York Other
Total revenues $ 542,048
$ 462,446
$ 79,602
Operating expenses 235,575
200,949
34,626
NOI - consolidated 306,473
261,497
44,976
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (16,943 ) (11,348 ) (5,595 )
Add: NOI from partially owned entities 60,094
47,179
12,915
NOI at share 349,624
297,328
52,296
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (8,743 ) (9,125 ) 382
NOI at share - cash basis $ 340,881
$ 288,203
$ 52,678

(Amounts in thousands) For the Nine Months Ended September 30, 2019
Total New York Other
Total revenues $ 1,463,732
$ 1,200,234
$ 263,498
Operating expenses 694,006
574,073
119,933
NOI - consolidated 769,726
626,161
143,565
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (51,915 ) (31,011 ) (20,904 )
Add: NOI from partially owned entities 236,400
211,394
25,006
NOI at share 954,211
806,544
147,667
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 530
(3,741 ) 4,271
NOI at share - cash basis $ 954,741
$ 802,803
$ 151,938

(Amounts in thousands) For the Nine Months Ended September 30, 2018
Total New York Other
Total revenues $ 1,620,303
$ 1,369,482
$ 250,821
Operating expenses 709,158
599,768
109,390
NOI - consolidated 911,145
769,714
141,431
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (51,415 ) (34,653 ) (16,762 )
Add: NOI from partially owned entities 193,359
146,730
46,629
NOI at share 1,053,089
881,791
171,298
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (39,172 ) (39,161 ) (11 )
NOI at share - cash basis $ 1,013,917
$ 842,630
$ 171,287

~~VORNADO REALTY TRUST AND VORNADO REALTY L.P.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(UNAUDITED)~~


~~23.~~	~~Segment Information - continued~~

Below is a reconciliation of net income ~~the most directly comparable GAAP financial measure,~~(loss) to NOI at share and NOI at share - cash basis for the three and nine months ended September 30, ~~2019~~2020 and ~~2018.~~2019.


(Amounts in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Net income (loss)	$	68,736	$	363,849	$	(253,119)	$	3,173,586
Depreciation and amortization expense	107,013		96,437		292,611		326,181
General and administrative expense	32,407		33,237		120,255		130,129
Expense from transaction related costs and impairment losses and (gain from lease liability extinguishment), net	584		1,576		(68,566)		103,315
Loss (income) from partially owned entities	80,909		(25,946)		353,679		(56,139)
Loss (income) from real estate fund investments	13,823		(2,190)		225,328		13,780
Interest and other investment (income) loss, net	(1,729)		(3,045)		7,068		(15,930)
Interest and debt expense	57,371		61,448		174,618		226,940
Net gain on transfer to Fifth Avenue and Times Square JV	0		0		0		(2,571,099)

Net gains on disposition of wholly owned and partially owned assets	(214,578)		(309,657)		(338,862)		(641,664)
Income tax expense	23,781		23,885		38,431		80,542
Loss from discontinued operations	0		8		0		85
NOI from partially owned entities	78,175		86,024		229,543		236,400
NOI attributable to noncontrolling interests in consolidated subsidiaries	(25,959)		(18,096)		(56,900)		(51,915)
NOI at share	220,533		307,530		724,086		954,211
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	10,981		(4,037)		48,247		530
NOI at share - cash basis	$	231,514	$	303,493	$	772,333	$	954,741

(Amounts in thousands) For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2019 2018 2019 2018
Net income $ 363,849
$ 219,162
$ 3,173,586
$ 324,782
Depreciation and amortization expense 96,437
113,169
326,181
333,701
General and administrative expense 33,237
31,977
130,129
108,937
Transaction related costs, impairment losses and other 1,576
2,510
103,315
16,683
Income from partially owned entities (25,946 ) (7,206 ) (56,139 ) (6,059 )
(Income) loss from real estate fund investments (2,190 ) 190
13,780
37,973
Interest and other investment income, net (3,045 ) (2,893 ) (15,930 ) (9,401 )
Interest and debt expense 61,448
88,951
226,940
264,774
Net gain on transfer to Fifth Avenue and Times Square JV —
—
(2,571,099 ) —
Net gains on disposition of wholly owned and partially owned assets (309,657 ) (141,269 ) (641,664 ) (164,828 )
Income tax expense 23,885
1,943
80,542
4,964
Loss (income) from discontinued operations 8
(61 ) 85
(381 )
NOI from partially owned entities 86,024
60,094
236,400
193,359
NOI attributable to noncontrolling interests in consolidated subsidiaries (18,096 ) (16,943 ) (51,915 ) (51,415 )
NOI at share 307,530
349,624
954,211
1,053,089
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (4,037 ) (8,743 ) 530
(39,172 )
NOI at share - cash basis $ 303,493
$ 340,881
$ 954,741
$ 1,013,917

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

22. Segment Information - continued

Below is a summary of NOI at share and NOI at share - cash basisby segment for the three and nine months ended September 30, 2020 and 2019.


(Amounts in thousands)	For the Three Months Ended September 30, 2020
	Total		New York		Other
Total revenues	$	363,962	$	293,145	$	70,817
Operating expenses	(195,645)		(161,386)		(34,259)
NOI - consolidated	168,317		131,759		36,558
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(25,959)		(17,776)		(8,183)
Add: NOI from partially owned entities	78,175		75,837		2,338
NOI at share	220,533		189,820		30,713
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	10,981		6,261		4,720
NOI at share - cash basis	$	231,514	$	196,081	$	35,433


(Amounts in thousands)	For the Three Months Ended September 30, 2019
	Total		New York		Other
Total revenues	$	465,961	$	380,568	$	85,393
Operating expenses	(226,359)		(188,159)		(38,200)
NOI - consolidated	239,602		192,409		47,193
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(18,096)		(9,574)		(8,522)
Add: NOI from partially owned entities	86,024		82,649		3,375
NOI at share	307,530		265,484		42,046
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(4,037)		(5,560)		1,523
NOI at share - cash basis	$	303,493	$	259,924	$	43,569


(Amounts in thousands)	For the Nine Months Ended September 30, 2020
	Total		New York		Other
Total revenues	$	1,151,520	$	919,388	$	232,132
Operating expenses	(600,077)		(484,624)		(115,453)
NOI - consolidated	551,443		434,764		116,679
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(56,900)		(34,713)		(22,187)
Add: NOI from partially owned entities	229,543		221,296		8,247
NOI at share	724,086		621,347		102,739
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	48,247		40,310		7,937
NOI at share - cash basis	$	772,333	$	661,657	$	110,676


(Amounts in thousands)	For the Nine Months Ended September 30, 2019
	Total		New York		Other
Total revenues	$	1,463,732	$	1,200,234	$	263,498
Operating expenses	(694,006)		(574,073)		(119,933)
NOI - consolidated	769,726		626,161		143,565
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(51,915)		(31,011)		(20,904)
Add: NOI from partially owned entities	236,400		211,394		25,006
NOI at share	954,211		806,544		147,667
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	530		(3,741)		4,271
NOI at share - cash basis	$	954,741	$	802,803	$	151,938

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trustees of Vornado Realty Trust

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust and subsidiaries (the "Company") as of September 30, ~~2019,~~2020, the related consolidated statements of income, comprehensive income, and changes in equity for the three-month and nine-month periods ended September 30, 2020 and 2019, and ~~2018, and~~of cash flows for the nine-month periods ended September 30, ~~2019~~2020 and ~~2018,~~2019, 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 information for it 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 the Company as of December 31, ~~2018,~~2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ~~ended;~~ended (not presented herein); and in our report dated February ~~11, 2019,~~18, 2020, 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, ~~2018,~~2019, 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 ~~review~~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 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

~~Parsippany,~~

New ~~Jersey~~York, New York

~~October 28, 2019~~November 2, 2020

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 September 30, ~~2019,~~2020, the related consolidated statements of income, comprehensive income, and changes in equity for the three-month and nine-month periods ended September 30, 2020 and 2019, and ~~2018, and~~of cash flows for the nine-month periods ended September 30, ~~2019~~2020 and ~~2018,~~2019, 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 information for it 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 the Partnership as of December 31, ~~2018,~~2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ~~ended;~~ended (not presented herein); and in our report dated February ~~11, 2019,~~18, 2020, 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, ~~2018,~~2019, 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~~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.

/s/ DELOITTE & TOUCHE LLP

~~Parsippany,~~

New ~~Jersey~~York, New York

~~October 28, 2019~~November 2, 2020

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

Certain statements contained in this Quarterly Report constitute ~~forward‑looking~~forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this 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 depend on future developments, including the duration of the pandemic, which are highly uncertain at this time but that 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, 2019, as well as the risks set forth herein.

For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019, and "Item 1A. Risk Factors" in Part II of this Quarterly Report on Form 10-Q. 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 nine months ended September 30, ~~2019.~~2020. 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 nine months ended September 30, ~~2019~~2020 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.~~

Overview

~~____________________~~


~~(1)~~	~~2018 includes $1,250 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us.~~

Results of Operations – Three Months Ended September 30, ~~2019~~2020 Compared to September 30, ~~2018~~2019 - continued

Interest and Debt Expense

Interest and debt expense for the three months ended September 30, ~~2019~~2020 was ~~$61,448,000~~$57,371,000 compared to ~~$88,951,000~~$61,448,000 for the prior year’s quarter, a decrease of ~~$27,503,000.~~$4,077,000. This decrease was primarily due to (i) ~~$9,906,000~~$6,532,000 of lower interest expense resulting from lower average interest rates on our variable rate loans, (ii) $5,489,000 of lower interest expense resulting from the repayment of the mortgage payable of PENN2, and (iii) $96,000 of lower interest expense resulting from paydowns of the 220 CPS loan, (ii) $9,867,000 of lower interest expense resulting from the deconsolidation of mortgages payable on the properties contributed to Fifth Avenue and Times Square JV, (iii) $5,045,000 of lower interest from the redemption of our $400,000,000 5.00% senior unsecured notes, and (iv) $4,135,000 of lower capital lease interest, partially offset by ~~(v) $2,191,000~~$6,719,000 of lower capitalized interest and debt ~~expense, and (vi) $1,237,000 of higher interest attributable to the interest rate swap on our $750,000,000 unsecured term loan.~~expense.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

Net gains on disposition of wholly owned and partially owned assets of $214,578,000 for the three months ended September 30, 2020 consisted of net gains on the sale of 19 condominium units at 220 CPS. Net gains on disposition of wholly owned and partially owned assets of $309,657,000 for the three months ended September 30, 2019 ~~consist~~consisted of (i) a $159,292,000 net gain on sale of our 25% interest in 330 Madison Avenue, (ii) $130,888,000 ofnet gains on the sale of 14 condominium units at 220 CPS, ~~condominium units,~~ and (iii) a $19,477,000 net gain on sale of 3040 M Street. Net gains of $141,269,000 for the three months ended September 30, 2018 primarily consist of (i) a $134,032,000 net gain on the sale of our 49.5% interests in 666 Fifth Avenue Office Condominium and (ii) a $7,308,000 net gain from the repayment of our interest in the mortgage loan held by us on 666 Fifth Avenue Office Condominium.

Income Tax Expense

Income tax expense for the three months ended September 30, ~~2019~~2020 was ~~$23,885,000~~$23,781,000 compared to ~~$1,943,000~~$23,885,000 for the prior year’s quarter, ~~an increase~~a decrease of ~~$21,942,000. This increase resulted primarily from $21,853,000 of income tax expense on the sale of 220 CPS condominium units~~$104,000.

Net Loss (Income) Attributable to Noncontrolling Interests in ~~the three months ended September 30, 2019.~~Consolidated Subsidiaries

~~(Loss) Income from Discontinued Operations~~

~~Loss from discontinued operations~~Net loss attributable to noncontrolling interests in consolidated subsidiaries was $848,000 for the three months ended September 30, ~~2019 was $8,000~~2020, compared to income of ~~$61,000~~$5,774,000 for the prior year’s quarter, a decrease in income of ~~$69,000.~~

~~Net Income Attributable~~$6,622,000. This decrease resulted primarily from lower net income allocated to ~~Noncontrolling Interests in Consolidated Subsidiaries~~

~~Net income attributable to~~the noncontrolling interests ~~in consolidated subsidiaries was $5,774,000 for the~~of our real estate fund investments. The three months ended September 30, ~~2019, compared~~2020 includes $3,822,000 allocated to ~~$3,312,000~~noncontrolling interests for the ~~prior year’s quarter, an increase of $2,462,000. The increase resulted primarily from income allocated to the noncontrolling interest~~non-cash impairment loss recorded on our investment in ~~the Farley Office~~Fifth Avenue and ~~Retail Building for its share of the development fee income.~~Times Square JV.

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

Net income attributable to noncontrolling interests in the Operating Partnership was ~~$22,637,000~~$3,884,000 for the three months ended September 30, ~~2019,~~2020, compared to ~~$12,671,000~~$22,637,000 for the prior year’s quarter, ~~an increase~~a decrease of ~~$9,966,000.~~$18,753,000. This ~~increase~~decrease resulted primarily from ~~higher~~lower net income subject to allocation to unitholders.

~~Preferred Share Dividends of Vornado Realty Trust~~

~~Preferred share dividends were $12,532,000 for the three months ended September 30, 2019, compared to $12,534,000 for the prior year’s quarter, a decrease of $2,000.~~

~~Preferred Unit Distributions of Vornado Realty L.P.~~

~~Preferred unit distributions were $12,574,000 for the three months ended September 30, 2019, compared to $12,582,000 for the prior year’s quarter, a decrease of $8,000.~~

~~Results of Operations – Three Months Ended September 30, 2019 Compared to September 30, 2018 - continued~~

~~Same Store Net Operating Income At Share~~

Same store NOI at share represents NOI at share from property operations which are owned by us and in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is NOI at share from operations before straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments which are owned by us and in service in both the current and prior year reporting periods. 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 NOI at share and same store NOI at share - cash basis 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 NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2019 compared to September 30, 2018.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the three months ended September 30, 2019 $ 307,530
$ 265,484
$ 24,862
$ 15,265
$ 1,919
Less NOI at share from:
Acquisitions (5 ) (5 ) —
—
—
Dispositions (650 ) (650 ) —
—
—
Development properties (14,704 ) (14,704 ) —
—
—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net (627 ) (107 ) (520 ) —
—
Other non-same store (income) expense, net (10,222 ) (8,410 ) (12 ) 119
(1,919 )
Same store NOI at share for the three months ended September 30, 2019 $ 281,322
$ 241,608
$ 24,330
$ 15,384
$ —

NOI at share for the three months ended September 30, 2018 $ 349,624
$ 297,328
$ 25,257
$ 13,515
$ 13,524
Less NOI at share from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (28,972 ) (28,972 ) —
—
—
Dispositions (3,317 ) (3,317 ) —
—
—
Development properties (23,256 ) (23,242 ) —
(14 ) —
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net 1,578
1,797
(219 ) —
—
Other non-same store (income) expense, net (16,767 ) (3,248 ) 5
—
(13,524 )
Same store NOI at share for the three months ended September 30, 2018 $ 278,890
$ 240,346
$ 25,043
$ 13,501
$ —

Increase (decrease) in same store NOI at share for the three months ended September 30, 2019 compared to September 30, 2018 $ 2,432
$ 1,262
$ (713 ) $ 1,883
$ —

% increase (decrease) in same store NOI at share 0.9 % 0.5 %
⁽¹⁾
(2.8 )% 13.9 % — %

~~____________________~~


~~(1)~~	~~Excluding Hotel Pennsylvania, same store NOI at share increased by 1.2%.~~

~~Results of Operations – Three Months Ended September 30, 2019 Compared to September 30, 2018 - 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 September 30, 2019 compared to September 30, 2018.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended September 30, 2019 $ 303,493
$ 259,924
$ 26,588
$ 15,325
$ 1,656
Less NOI at share - cash basis from:
Acquisitions (5 ) (5 ) —
—
—
Dispositions (690 ) (690 ) —
—
—
Development properties (20,306 ) (20,306 ) —
—
—
Lease termination income (1,016 ) (157 ) (859 ) —
—
Other non-same store (income) expense, net (11,280 ) (9,658 ) (12 ) 46
(1,656 )
Same store NOI at share - cash basis for the three months ended September 30, 2019 $ 270,196
$ 229,108
$ 25,717
$ 15,371
$ —

NOI at share - cash basis for the three months ended September 30, 2018 $ 340,881
$ 288,203
$ 26,234
$ 13,070
$ 13,374
Less NOI at share - cash basis from:
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (27,452 ) (27,452 ) —
—
—
Dispositions (3,370 ) (3,370 ) —
—
—
Development properties (25,061 ) (25,047 ) —
(14 ) —
Lease termination income (268 ) (8 ) (260 ) —
—
Other non-same store (income) expense, net (17,319 ) (3,950 ) 5
—
(13,374 )
Same store NOI at share - cash basis for the three months ended September 30, 2018 $ 267,411
$ 228,376
$ 25,979
$ 13,056
$ —

Increase (decrease) in same store NOI at share - cash basis for the three months ended September 30, 2019 compared to September 30, 2018 $ 2,785
$ 732
$ (262 ) $ 2,315
$ —

% increase (decrease) in same store NOI at share - cash basis 1.0 % 0.3 %
⁽¹⁾
(1.0 )% 17.7 % — %

~~____________________~~


~~(1)~~	~~Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 1.0%.~~

~~Net Operating Income At Share by Segment for the Nine Months Ended September 30, 2019 and 2018~~

NOI represents total revenues less operating expenses. We consider NOI 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, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

~~Below is a summary of NOI at share and NOI at share - cash basisby segment for the nine months ended September 30, 2019 and 2018.~~

(Amounts in thousands) For the Nine Months Ended September 30, 2019
Total
New York⁽¹⁾
Other
Total revenues $ 1,463,732
$ 1,200,234
$ 263,498
Operating expenses 694,006
574,073
119,933
NOI - consolidated 769,726
626,161
143,565
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (51,915 ) (31,011 ) (20,904 )
Add: NOI from partially owned entities 236,400
211,394
25,006
NOI at share 954,211
806,544
147,667
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 530
(3,741 ) 4,271
NOI at share - cash basis $ 954,741
$ 802,803
$ 151,938

~~___________________~~


~~(1)~~	~~Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.~~

~~Net Operating Income At Share by Segment for the Nine Months Ended September 30, 2019 and 2018- continued~~

~~The elements of our New York and Other NOI at share for the nine months ended September 30, 2019 and 2018 are summarized below.~~

(Amounts in thousands) For the Nine Months Ended September 30,
2019 2018
New York:
Office⁽¹⁾
$ 540,601
$ 556,169
Retail ⁽¹⁾
213,489
267,876
Residential 17,528
17,681
Alexander's 33,699
34,110
Hotel Pennsylvania 1,227
5,955
Total New York 806,544
881,791

Other:
theMART 79,359
79,948
555 California Street 45,124
40,686
Other investments⁽²⁾
23,184
50,664
Total Other 147,667
171,298

NOI at share $ 954,211
$ 1,053,089

~~___________________~~


~~(1)~~	~~Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.~~


~~(2)~~	The nine months ended September 30, 2018 includes $12,145 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018), $15,349 from PREIT (accounted for as a marketable security beginning March 12, 2019) and $8,624 from UE (sold on March 4, 2019).

~~The elements of our New York and Other NOI at share - cash basis for the nine months ended September 30, 2019 and 2018 are summarized below.~~

(Amounts in thousands) For the Nine Months Ended September 30,
2019 2018
New York:
Office⁽¹⁾
$ 537,972
$ 540,484
Retail⁽¹⁾
213,298
243,704
Residential 16,131
16,420
Alexander's 34,320
35,911
Hotel Pennsylvania 1,082
6,111
Total New York 802,803
842,630

Other:
theMART 83,484
81,312
555 California Street 45,665
39,704
Other investments⁽²⁾
22,789
50,271
Total Other 151,938
171,287

NOI at share - cash basis $ 954,741
$ 1,013,917

~~___________________~~


~~(1)~~	~~Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.~~


~~(2)~~	The nine months ended September 30, 2018 includes $12,025 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018), $15,155 from PREIT (accounted for as a marketable security beginning March 12, 2019) and $8,108 from UE (sold on March 4, 2019).

~~Reconciliation of Net Income to Net Operating Income At Share for the Nine Months Ended September 30, 2019 and 2018~~

~~Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the nine months ended September 30, 2019 and 2018.~~

(Amounts in thousands) For the Nine Months Ended September 30,
2019 2018
Net income $ 3,173,586
$ 324,782
Depreciation and amortization expense 326,181
333,701
General and administrative expense 130,129
108,937
Transaction related costs, impairment losses and other 103,315
16,683
Income from partially owned entities (56,139 ) (6,059 )
Loss from real estate fund investments 13,780
37,973
Interest and other investment income, net (15,930 ) (9,401 )
Interest and debt expense 226,940
264,774
Net gain on transfer to Fifth Avenue and Times Square JV (2,571,099 ) —
Net gains on disposition of wholly owned and partially owned assets (641,664 ) (164,828 )
Income tax expense 80,542
4,964
Loss (income) from discontinued operations 85
(381 )
NOI from partially owned entities 236,400
193,359
NOI attributable to noncontrolling interests in consolidated subsidiaries (51,915 ) (51,415 )
NOI at share 954,211
1,053,089
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 530
(39,172 )
NOI at share - cash basis $ 954,741
$ 1,013,917

~~NOI At Share by Region~~

~~Below is a summary of the percentages of NOI at share by geographic region for the nine months ended September 30, 2019 and 2018.~~

For the Nine Months Ended September 30,
2019 2018
Region:
New York City metropolitan area 86 % 88 %
Chicago, IL 9 % 8 %
San Francisco, CA 5 % 4 %
100 % 100 %

~~Results of Operations – Nine Months Ended September 30, 2019 Compared to September 30, 2018~~

~~Revenues~~

Our revenues, which consist of rental revenues and fee and other income, were $1,463,732,000 for the nine months ended September 30, 2019, compared to $1,620,303,000 for the prior year’s nine months, a decrease of $156,571,000. Below are the details of the (decrease) increase by segment:

(Amounts in thousands) Total New York Other
(Decrease) increase due to:
Rental revenues:
Acquisitions, dispositions and other $ (5,015 ) $ (4,671 ) $ (344 )
Development and redevelopment (12,879 ) (13,128 ) 249
Hotel Pennsylvania (4,733 ) (4,733 ) —
Trade shows (1,965 ) —
(1,965 )
Properties transferred to Fifth Avenue and Times Square JV (139,013 ) (139,013 ) —
Same store operations 5,145
(12,093 )
⁽¹⁾
17,238
(158,460 ) (173,638 ) 15,178
Fee and other income:
BMS cleaning fees 4,937
4,600
337
Management and leasing fees (142 ) 1,085
(1,227 )
Properties transferred to Fifth Avenue and Times Square JV (532 ) (532 ) —
Other income (2,374 ) (763 ) (1,611 )
1,889
4,390
(2,501 )

Total (decrease) increase in revenues $ (156,571 ) $ (169,248 ) $ 12,677

~~___________________~~


~~(1)~~	~~Includes a $5,967 reduction in income from the non-cash write-off of straight-line rent receivables related to Topshop at 478-486 Broadway in the second quarter of 2019.~~

~~Results of Operations – Nine Months Ended September 30, 2019 Compared to September 30, 2018- continued~~

~~Expenses~~

Our expenses, which consist of operating, depreciation and amortization, general and administrative, expense from deferred compensation plan liability, and transaction related costs, impairment losses and other, were $1,261,353,000 for the nine months ended September 30, 2019, compared to $1,172,013,000 for the prior year’s nine months, an increase of $89,340,000. Below are the details of the increase by segment:

(Amounts in thousands) Total New York Other
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other $ 1,980
$ 386
$ 1,594
Development and redevelopment (2,655 ) (3,091 ) 436
Non-reimbursable expenses (10,522 ) (9,487 ) (1,035 )
Hotel Pennsylvania 5
5
—
Trade shows 548
—
548
BMS expenses 4,073
4,073
—
Properties transferred to Fifth Avenue and Times Square JV (27,458 ) (27,458 ) —
Same store operations 18,877
9,877
9,000
(15,152 ) (25,695 ) 10,543
Depreciation and amortization:
Acquisitions, dispositions and other 1,452
1,444
8
Development and redevelopment (5,523 ) (5,640 ) 117
Properties transferred to Fifth Avenue and Times Square JV (37,094 ) (37,094 ) —
Same store operations 33,645
31,835
1,810
(7,520 ) (9,455 ) 1,935

General and administrative 21,192
⁽¹⁾
15,116
6,076

Expense from deferred compensation plan liability 4,188
—
4,188

Transaction related costs, impairment losses and other 86,632
88,257
⁽²⁾
(1,625 )

Total increase in expenses $ 89,340
$ 68,223
$ 21,117

~~___________________~~

~~(1)~~

2019 includes (i) $11,055 of non-cash stock-based compensation expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement for participants who have reached 65 years of age, and (ii) $8,046 of non-cash stock-based compensation expense for the time-based equity compensation granted in connection with the new leadership group announced in April 2019 (additional non-cash expense associated with these awards will be $2,401 in the fourth quarter of 2019, $9,603 in each of 2020 and 2021, $7,718 in 2022 and $2,655 in 2023).

~~(2)~~

2019 includes $101,360 of non-cash impairment losses, substantially 608 Fifth Avenue, partially offset by $13,103 disputed additional New York City real property transfer tax ("Transfer Tax") recorded in the first quarter of 2018 related to the December 2012 acquisition of Independence Plaza. The joint venture, in which we have a 50.1% economic interest, that owns Independence Plaza recorded this expense based on the precedent established by the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision regarding One Park Avenue. See Note 5 - ~~Real Estate Fund Investments~~ ~~to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.~~

~~Results of Operations – Nine Months Ended September 30, 2019 Compared to September 30, 2018- continued~~

~~Income from Partially Owned Entities~~

~~Below are the components of income from partially owned entities for the nine months ended September 30, 2019 and 2018.~~

(Amounts in thousands) Percentage
Ownership at
September 30, 2019 For the Nine Months Ended September 30,
2019 2018
Our share of net income (loss):
Fifth Avenue and Times Square JV⁽¹⁾:

Equity in net income 51.5% $ 21,108
$ —
Return on preferred equity, net of our share of the expense 18,131
—
39,239
—
Alexander's⁽²⁾
32.4% 18,185
10,593
Partially owned office buildings⁽³⁾
Various (1,531 ) (1,546 )
Other investments⁽⁴⁾
Various 246
(2,988 )
$ 56,139
$ 6,059

~~____________________~~


~~(1)~~	~~The nine months ended September 30, 2019 includes our 51.5% ownership in the Fifth Avenue and Times Square JV. See Note 7 -~~ ~~Investments in Partially Owned Entities~~ ~~to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.~~

~~(2)~~

2018 includes our $7,708 share of Alexander’s disputed additional Transfer Tax related to the November 2012 sale of Kings Plaza Regional Shopping Center. Alexander's recorded this expense based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue. See Note 5 - ~~Real Estate Fund Investments~~ ~~to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.~~

~~(3)~~

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue (sold on July 11, 2019), 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others. 2019 includes a $1,079 reduction in income from the non-cash write-off of straight-line rent receivable related to The Four Seasons Restaurant at 280 Park Avenue. 2018 includes our $4,978 share of disputed additional Transfer Tax related to the March 2011 acquisition of One Park Avenue. See Note 5 - ~~Real Estate Fund Investments~~ ~~to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.~~


~~(4)~~	Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), UE (sold on March 4, 2019), PREIT (accounted as a marketable security from March 12, 2019) and others.

~~Loss from Real Estate Fund Investments~~

~~Below are the components of the loss from our real estate fund investments for the nine months ended September 30, 2019 and 2018.~~

(Amounts in thousands) For the Nine Months Ended September 30,
2019 2018
Net investment income $ 2,382
$ 6,366
Net unrealized loss on held investments (16,162 ) (32,796 )
Net realized loss on exited investments —
(913 )
Transfer tax —
(10,630 )
Loss from real estate fund investments (13,780 ) (37,973 )
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries (8,427 ) 34,338
Loss from real estate fund investments attributable to the Operating Partnership (22,207 ) (3,635 )
Less loss attributable to noncontrolling interests in the Operating Partnership 1,403
224
Loss from real estate fund investments attributable to Vornado $ (20,804 ) $ (3,411 )

~~Results of Operations – Nine Months Ended September 30, 2019 Compared to September 30, 2018- continued~~

~~Interest and Other Investment Income, net~~

~~Below are the components of interest and other investment income, net for the nine months ended September 30, 2019 and 2018.~~

(Amounts in thousands) For the Nine Months Ended September 30,
2019 2018
Interest on cash and cash equivalents and restricted cash $ 8,753
$ 12,370
Interest on loans receivable⁽¹⁾
4,845
8,952
Decrease in fair value of marketable securities⁽²⁾
(3,095 ) (24,801 )
Dividends on marketable securities 2,625
10,060
Other, net 2,802
2,820
$ 15,930
$ 9,401

~~____________________~~


~~(1)~~	~~2018 includes $6,707 of of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us.~~


~~(2)~~	2019 includes a $19,211 decrease in the value of our investment in PREIT, partially offset by a $16,068 mark-to-market increase in fair value of our Lexington common shares through March 1, 2019, the date of sale of our investment.

~~Interest and Debt Expense~~

Interest and debt expense was $226,940,000 for the nine months ended September 30, 2019, compared to $264,774,000 for the prior year’s nine months, a decrease of $37,834,000. This decrease was primarily due to (i) $20,956,000 of lower interest expense resulting from paydowns of the 220 CPS loan, (ii) $19,253,000 of lower interest expense resulting from the deconsolidation of mortgages payable on the properties contributed to Fifth Avenue and Times Square JV, (iii) $13,040,000 of lower capital lease interest, (iv) $10,091,000 of lower interest from the redemption of our $400,000,000 5.00% senior unsecured notes, and (v) $9,466,000 of higher capitalized interest and debt expense, partially offset by (vi) $22,540,000 of debt prepayment costs relating to redemption of our $400,000,000 5.00% senior unsecured notes, (vii) $6,811,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, (viii) $4,795,000 of higher interest attributable to the interest rate swap on our $750,000,000 unsecured term loan, and (ix) $2,599,000 of higher interest expense for revolver borrowings.

~~Net Gain on Transfer to Fifth Avenue and Times Square JV~~

During the nine months ended September 30, 2019, we recognized a $2,571,099,000 net gain from the transfer of common equity in the properties contributed to Fifth Avenue and Times Square JV, including the related step-up in our basis of the retained portion of the assets to fair value.

~~Net Gains on Disposition of Wholly Owned and Partially Owned Assets~~

Net gains on disposition of wholly owned and partially owned assets of $641,664,000 for the nine months ended September 30, 2019 consist of (i) $400,500,000 of net gains on sale of 220 CPS condominium units, (ii) a $159,292,000 net gain on sale of our 25% interest in 330 Madison Avenue, (iii) a $62,395,000 net gain from the sale of all our UE partnership units, and (iv) a $19,477,000 net gain on sale of 3040 M Street. Net gains of $164,828,000 for the nine months ended September 30, 2018 primarily consist of (i) a $134,032,000 net gain on the sale of our 49.5% interests in 666 Fifth Avenue Office Condominium, (ii) a $23,559,000 net gain on sale of 27 Washington Square North, and (iii) a $7,308,000 net gain from the repayment of our interest on the mortgage loan held by us on 666 Fifth Avenue Office Condominium.

~~Income Tax Expense~~

Income tax expense for the nine months ended September 30, 2019 was $80,542,000 compared to $4,964,000 for the prior year’s nine months, an increase of $75,578,000. This increase resulted primarily from~~$71,590,000 of income tax expense on the sale of 220 CPS condominium units.~~

~~Loss (Income) from Discontinued Operations~~

~~Loss from discontinued operations for the nine months ended September 30, 2019 was $85,000 compared to income of $381,000 for the prior year’s nine months, a decrease in income of $466,000.~~

~~Results of Operations – Nine Months Ended September 30, 2019 Compared to September 30, 2018- continued~~

~~Net (Income) Loss Attributable to Noncontrolling Interests in Consolidated Subsidiaries~~

Net income attributable to noncontrolling interests in consolidated subsidiaries was $34,045,000 for the nine months ended September 30, 2019, compared to a loss of $31,137,000 for the prior year’s nine months, an increase in income of $65,182,000. This increase resulted primarily from (i) $42,765,000 increase from the lower net loss subject to allocation to the noncontrolling interest of our real estate fund, (ii) $11,945,000 resulting from the net gain on transfer to Fifth Avenue and Times Square JV attributable to noncontrolling interests for the nine months ended September 30, 2019, and (iii) $6,538,000 of disputed additional Transfer Tax allocated to noncontrolling interests related to the December 2012 acquisition of Independence Plaza for the nine months ended September 30, 2018.

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

Net income attributable to noncontrolling interests in the Operating Partnership was $197,354,000 for the nine months ended September 30, 2019, compared to $18,992,000 for the prior year’s nine months, an increase of $178,362,000.~~The increase resulted primarily fromhighernet income subject to allocation to Class A unitholders due to the net gain on transfer to Fifth Avenue and Times Square JV.~~

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were ~~$37,598,000~~$12,530,000 for the ~~nine~~three months ended September 30, ~~2019,~~2020, compared to ~~$38,103,000~~$12,532,000 for the prior year’s ~~nine months,~~quarter, a decrease of ~~$505,000.~~ $2,000.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were ~~$37,722,000~~$12,572,000 for the three months ended September 30, 2020, compared to $12,574,000 for the prior year’s quarter, a decrease of $2,000.

Results of Operations – Three Months Ended September 30, 2020 Compared to September 30, 2019 - continued

Same Store Net Operating Income At Share

Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store 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 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 NOI at share and same store 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.


(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended September 30, 2020		$	220,533		$	189,820		$	13,171		$	15,618		$	1,924
	Less NOI at share from:



	Development properties	(4,284)			(4,288)			—			4			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	16,821			16,821			—			—			—
	Other non-same store (income) expense, net	(3,273)			(1,318)			(102)			71			(1,924)
Same store NOI at share for the three months ended September 30, 2020		$	229,797		$	201,035		$	13,069		$	15,693		$	—

NOI at share for the three months ended September 30, 2019		$	307,530		$	265,484		$	24,862		$	15,265		$	1,919
	Less NOI at share from:



	Development properties	(18,299)			(18,299)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	(3,012)			(3,012)			—			—			—
	Other non-same store (income) expense, net	(11,446)			(9,121)			(524)			118			(1,919)
Same store NOI at share for the three months ended September 30, 2019		$	274,773		$	235,052		$	24,338		$	15,383		$	—

(Decrease) increase in same store NOI at share for the three months ended September 30, 2020 compared to September 30, 2019		$	(44,976)		$	(34,017)		$	(11,269)		$	310		$	—

% (decrease) increase in same store NOI at share		(16.4)		%	(14.5)		%	(46.3)		%	2.0		%	—		%

Results of Operations – Three Months Ended September 30, 2020 Compared to September 30, 2019 - continued

Same Store Net Operating Income At Share - continued


(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended September 30, 2020		$	231,514		$	196,081		$	17,706		$	15,530		$	2,197
	Less NOI at share - cash basis from:



	Development properties	(7,729)			(7,733)			—			4			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	16,829			16,829			—			—			—
	Other non-same store (income) expense, net	(5,165)			(2,865)			(131)			28			(2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020		$	235,449		$	202,312		$	17,575		$	15,562		$	—

NOI at share - cash basis for the three months ended September 30, 2019		$	303,493		$	259,924		$	26,588		$	15,325		$	1,656
	Less NOI at share - cash basis from:


	Dispositions	(693)			(693)			—			—			—
	Development properties	(23,839)			(23,839)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	(2,964)			(2,964)			—			—			—
	Other non-same store (income) expense, net	(12,631)			(10,156)			(863)			44			(1,656)
Same store NOI at share - cash basis for the three months ended September 30, 2019		$	263,366		$	222,272		$	25,725		$	15,369		$	—

(Decrease) increase in same store NOI at share - cash basis for the three months ended September 30, 2020 compared to September 30, 2019		$	(27,917)		$	(19,960)		$	(8,150)		$	193		$	—

% (decrease) increase in same store NOI at share - cash basis		(10.6)		%	(9.0)		%	(31.7)		%	1.3		%	—		%

NOI At Share by Segment for the Nine Months Ended September 30, 2020 and 2019

Below is a summary of NOI at share and NOI at share - cash basisby segment for the nine months ended September 30, ~~2019, compared to $38,248,000~~2020 and 2019.


(Amounts in thousands)	For the Nine Months Ended September 30, 2020
	Total		New York		Other
Total revenues	$	1,151,520	$	919,388	$	232,132
Operating expenses	(600,077)		(484,624)		(115,453)
NOI - consolidated	551,443		434,764		116,679
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(56,900)		(34,713)		(22,187)
Add: NOI from partially owned entities	229,543		221,296		8,247
NOI at share	724,086		621,347		102,739
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	48,247		40,310		7,937
NOI at share - cash basis	$	772,333	$	661,657	$	110,676


(Amounts in thousands)	For the Nine Months Ended September 30, 2019
	Total		New York		Other
Total revenues	$	1,463,732	$	1,200,234	$	263,498
Operating expenses	(694,006)		(574,073)		(119,933)
NOI - consolidated	769,726		626,161		143,565
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(51,915)		(31,011)		(20,904)
Add: NOI from partially owned entities	236,400		211,394		25,006
NOI at share	954,211		806,544		147,667
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	530		(3,741)		4,271
NOI at share - cash basis	$	954,741	$	802,803	$	151,938

NOI At Share by Segment for the ~~prior year’s nine months, a decrease~~Nine Months Ended September 30, 2020 and 2019- continued

The elements of ~~$526,000.~~

~~Preferred Share/Unit Issuance Costs~~

~~Preferred share/unit issuance cost~~our New York and Other NOI at share for the nine months ended September 30, ~~2018 were $14,486,000 representing~~2020 and 2019 are summarized below.


(Amounts in thousands)	For the Nine Months Ended September 30,
	2020		2019
New York:
Office(1)(2)	$	504,630	$	540,601
Retail(1)(3)	109,153		213,489
Residential	16,604		17,528
Alexander's	25,653		33,699
Hotel Pennsylvania(4)	(34,693)		1,227
Total New York	621,347		806,544

Other:
theMART(5)	52,087		79,359
555 California Street	45,686		45,124
Other investments(6)	4,966		23,184
Total Other	102,739		147,667

NOI at share	$	724,086	$	954,211

___________________

(1)Reflects the ~~write-off~~transfer of ~~issuance cost upon redemption~~45.4% of ~~all~~common equity in the ~~outstanding Series G~~properties contributed to Fifth Avenue and ~~Series I cumulative redeemable preferred shares/units~~Times Square JV on April 18, 2019.

(2)2020 includes $17,588 of non-cash write-offs of receivables arising from the straight-lining of rents, including the New York & Company, Inc. lease at 330 West 34th Street, and $6,052 of write-offs of tenant receivables deemed uncollectible.

(3)2020 includes $25,124 of non-cash write-offs of receivables arising from the straight-lining of rents, including the JCPenney lease at Manhattan Mall, and $11,399 of write-offs of tenant receivables deemed uncollectible. 2019 includes $13,832 of non-cash write-offs of receivables arising from the straight-lining of rents.

(4)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic. The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the pandemic. 2020 includes a $9,246 severance accrual for furloughed union employees.

(5)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.

(6)2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January ~~2018.~~23, 2020) and UE (sold on March 4, 2019).

The elements of our New York and Other NOI at share - cash basis for the nine months ended September 30, 2020 and 2019 are summarized below.


(Amounts in thousands)	For the Nine Months Ended September 30,
	2020		2019
New York:
Office(1)(2)	$	524,830	$	537,972
Retail(1)(3)	124,430		213,298
Residential	15,541		16,131
Alexander's	31,574		34,320
Hotel Pennsylvania(4)	(34,718)		1,082
Total New York	661,657		802,803

Other:
theMART(5)	58,176		83,484
555 California Street	45,970		45,665
Other investments(6)	6,530		22,789
Total Other	110,676		151,938

NOI at share - cash basis	$	772,333	$	954,741

___________________

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to Fifth Avenue and Times Square JV on April 18, 2019.

(2)2020 includes $6,052 of write-offs of tenant receivables deemed uncollectible.

(3)2020 includes $11,399 of write-offs of tenant receivables deemed uncollectible.

(4)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic. The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the pandemic. 2020 includes a $9,246 severance accrual for furloughed union employees.

(5)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.

(6)2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and UE (sold on March 4, 2019).

Reconciliation of Net (Loss) Income to NOI At Share for the Nine Months Ended September 30, 2020 and 2019

Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the nine months ended September 30, 2020 and 2019.


(Amounts in thousands)	For the Nine Months Ended September 30,
	2020		2019
Net (loss) income	$	(253,119)	$	3,173,586
Depreciation and amortization expense	292,611		326,181
General and administrative expense	120,255		130,129
(Gain from lease liability extinguishment) and expense from transaction related costs and impairment losses, net	(68,566)		103,315
Loss (income) from partially owned entities	353,679		(56,139)
Loss from real estate fund investments	225,328		13,780
Interest and other investment loss (income), net	7,068		(15,930)
Interest and debt expense	174,618		226,940
Net gain on transfer to Fifth Avenue and Times Square JV	—		(2,571,099)

Net gains on disposition of wholly owned and partially owned assets	(338,862)		(641,664)
Income tax expense	38,431		80,542
Loss from discontinued operations	—		85
NOI from partially owned entities	229,543		236,400
NOI attributable to noncontrolling interests in consolidated subsidiaries	(56,900)		(51,915)
NOI at share	724,086		954,211
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	48,247		530
NOI at share - cash basis	$	772,333	$	954,741

NOI At Share by Region


	For the Nine Months Ended September 30,
	2020		2019
Region:
New York City metropolitan area	87	%	86	%
Chicago, IL	7	%	9	%
San Francisco, CA	6	%	5	%
	100	%	100	%

Results of Operations – Nine Months Ended September 30, ~~2019~~2020 Compared to September 30, ~~2018~~2019

Revenues

Our revenues were $1,151,520,000 for the nine months ended September 30, 2020, compared to $1,463,732,000 for the prior year’s nine months, a decrease of $312,212,000. Below are the details of the decrease by segment:


(Amounts in thousands)		Total			New York			Other
Increase (decrease) due to:
Rental revenues:
	Acquisitions, dispositions and other	$	1,173		$	1,038		$	135
	Development and redevelopment	(55,367)			(54,817)			(550)
	Hotel Pennsylvania(1)	(55,238)			(55,238)			—
	Trade shows(2)	(25,343)			—			(25,343)
	Properties transferred to Fifth Avenue and Times Square JV	(100,554)			(100,554)			—
	Same store operations	(74,764)		(3)	(61,328)			(13,436)
		(310,093)			(270,899)			(39,194)
Fee and other income:
	BMS cleaning fees	(15,397)			(17,062)		(4)	1,665
	Management and leasing fees	6,290			5,838			452
	Properties transferred to Fifth Avenue and Times Square JV	(389)			(389)			—
	Other income	7,377			1,666			5,711
		(2,119)			(9,947)			7,828

Total decrease in revenues		$	(312,212)		$	(280,846)		$	(31,366)

_____________

See notes on the following page.

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019 - continued

Expenses

Our expenses were $943,829,000 for the nine months ended September 30, 2020, compared to $1,261,353,000 for the prior year’s nine months, a decrease of $317,524,000. Below are the details of the decrease by segment:


(Amounts in thousands)		Total			New York			Other
(Decrease) increase due to:
Operating:
	Acquisitions, dispositions and other	$	(8,670)		$	(8,624)		$	(46)
	Development and redevelopment	(26,565)			(26,573)			8
	Non-reimbursable expenses	454			274			180
	Hotel Pennsylvania(1)	(19,329)			(19,329)			—
	Trade shows(2)	(8,978)			—			(8,978)
	BMS expenses	(9,521)			(11,187)		(4)	1,666
	Properties transferred to Fifth Avenue and Times Square JV	(21,615)			(21,615)			—
	Same store operations	295			(2,395)			2,690
		(93,929)			(89,449)			(4,480)
Depreciation and amortization:
	Acquisitions, dispositions and other	(3,824)			(3,833)			9
	Development and redevelopment	(279)			(1,071)			792
	Properties transferred to Fifth Avenue and Times Square JV	(25,119)			(25,119)			—
	Same store operations	(4,348)			(3,386)			(962)
		(33,570)			(33,409)			(161)

General and administrative		(9,874)		(5)	(4,147)			(5,727)

(Benefit) expense from deferred compensation plan liability		(8,270)			—			(8,270)

(Gain from lease liability extinguishment) and expense from transaction related costs and impairment losses, net		(171,881)			(171,620)		(6)	(261)

Total decrease in expenses		$	(317,524)		$	(298,625)		$	(18,899)

___________________

(1)Closed since April 1, 2020 as a result of the COVID-19 pandemic. Operating expense for 2020 includes a $9,246 severance accrual for furloughed union employees.

(2)Cancelled trade shows at theMART from late March 2020 through the remainder of the year as a result of the pandemic.

(3)2020 includes $45,258 for the non-cash write-off of receivables arising from the straight-lining of rent, including the JCPenney retail lease at Manhattan Mall and the New York & Company, Inc. office lease at 330 West 34th Street, and $15,508 for the write-off of tenant receivables deemed uncollectible.

(4)Primarily due to a decrease in third party cleaning services provided to retail and office tenants as a result of the pandemic.

(5)Primarily due to $8,444 non-cash stock-based compensation expense for the accelerated vesting of previously issued Operating Partnership units and Vornado restricted stock in 2019 due to the removal of the time-based vesting requirements for participants who have reached 65 years of age and $844 of lower non-cash stock-based compensation expense for the time-based compensation granted in connection with the new leadership group announced in April 2019.

(6)Due to $101,360 of non-cash impairment losses, substantially 608 Fifth Avenue, recognized in the second quarter of 2019 and $70,260 of lease liability extinguishment gain related to 608 Fifth Avenue recognized in the second quarter of 2020.

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019- continued

(Loss) Income from Partially Owned Entities

Below are the components of (loss) income from partially owned entities for the nine months ended September 30, 2020 and 2019.


(Amounts in thousands)	Percentage Ownership at September 30, 2020	For the Nine Months Ended September 30,
		2020		2019
Our share of net (loss) income:
Fifth Avenue and Times Square JV(1):
Non-cash impairment loss(2)		$	(413,349)	$	—
Return on preferred equity, net of our share of the expense		27,926		18,131
Equity in net income(3)	51.5%	13,631		21,108
		(371,792)		39,239
Alexander's(4)	32.4%	11,198		18,185
Partially owned office buildings(5)	Various	8,550		(1,531)
Other investments(6)	Various	(1,635)		246
		$	(353,679)	$	56,139

____________________

(1)Entered into on April 18, 2019.

(2)See Note 8 - Investments in Partially Owned Entities to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.

(3)2020 includes a $10,047 reduction in income related to a Forever 21 lease modification at 1540 Broadway and $2,997 of write-offs of lease receivables deemed uncollectible during 2020.

(4)2020 includes our $4,846 share of write-offs of lease receivables deemed uncollectible.

(5)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue (sold on July 11, 2019), 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.

(6)Includes interests in Independence Plaza, Rosslyn Plaza, UE (sold on March 4, 2019), PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and others.

Loss from Real Estate Fund Investments

Below are the components of loss from our real estate fund investments for the nine months ended September 30, 2020 and 2019.


(Amounts in thousands)	For the Nine Months Ended September 30,
	2020		2019
Net unrealized loss on held investments	$	(225,412)	$	(16,162)
Net investment income	84		2,382



Loss from real estate fund investments	(225,328)		(13,780)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	160,557		(8,427)
Loss from real estate fund investments net of noncontrolling interests in consolidated subsidiaries	$	(64,771)	$	(22,207)

Interest and Other Investment (Loss) Income, Net

Below are the components of interest and other investment (loss) income, net for the nine months ended September 30, 2020 and 2019.


(Amounts in thousands)	For the Nine Months Ended September 30,
	2020		2019
Credit losses on loans receivable(1)	$	(13,369)	$	—
Interest on cash and cash equivalents and restricted cash	5,717		8,753
Decrease in fair value of marketable securities(2)	(4,938)		(3,095)
Interest on loans receivable	2,810		4,845
Dividends on marketable securities	—		2,625
Other, net	2,712		2,802
	$	(7,068)	$	15,930

____________________

(1)See Note 4 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information.

(2)The nine months ended September 30, 2020 includes a $4,938 mark-to-market decrease in the fair value of our PREIT common shares (sold on January 23, 2020). The nine months ended September 30, 2019 includes (i) a $19,211 decrease in the fair value of our investment in PREIT, partially offset by (ii) a $16,068 mark-to-market increase in the fair value of our Lexington common shares (sold on March 1, 2019).

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019- continued

Interest and Debt Expense

Interest and debt expense was $174,618,000 for the nine months ended September 30, 2020, compared to $226,940,000 for the prior year’s nine months, a decrease of $52,322,000. This decrease was primarily due to (i) $22,540,000 of lower interest expense relating to debt prepayment costs relating to the redemption of our $400,000,000 5.00% senior unsecured notes in 2019, (ii) $17,459,000 of lower interest expense resulting from the repayment of the mortgage payable of PENN2, (iii) $16,210,000 of lower interest expense resulting from lower average interest rates on our variable rate loans, (iv) $12,530,000 of lower interest expense resulting from the deconsolidation of mortgages payable of the properties contributed to Fifth Avenue and Times Square JV, (v) $7,680,000 of lower interest expense resulting from the paydowns of the 220 CPS loan, and (vi) $5,045,000 of lower interest from the redemption of the $400,000,000 5.00% senior unsecured notes in 2019, partially offset by $28,355,000 of lower capitalized interest and debt expense.

Net Gain on Transfer to Fifth Avenue and Times Square JV

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

Net gains on disposition of wholly owned and partially owned assets of $338,862,000 for the nine months ended September 30, 2020 consisted of net gains on the sale of 30 condominium units at 220 CPS. Net gains on disposition of wholly owned and partially owned assets of $641,664,000 for the nine months ended September 30, 2019 consisted of (i) $400,500,000 of net gains on the sale of 37 condominium units at 220 CPS, (ii) a $159,292,000 net gain on sale of our 25% interest in 330 Madison Avenue, (iii) a $62,395,000 net gain from the sale of all our UE partnership units, and (iv) a $19,477,000 net gain on sale of 3040 M Street.

Income Tax Expense

Income tax expense for the nine months ended September 30, 2020 was $38,431,000 compared to $80,542,000 for the prior year’s nine months, a decrease of $42,111,000. This decrease was primarily due to lower income tax expense from the sale of 220 CPS condominium units.

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

Net loss attributable to noncontrolling interests in consolidated subsidiaries was $141,003,000 for the nine months ended September 30, 2020, compared to income of $34,045,000 for the prior year’s nine months, a decrease in income of $175,048,000. This decrease resulted primarily from the higher allocation of net loss to the noncontrolling interests in our real estate fund investments. The nine months ended September 30, 2020 includes $4,289,000 allocated to noncontrolling interests for the non-cash impairment loss recognized on our investment in Fifth Avenue and Times Square JV.

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

Net loss attributable to noncontrolling interests in the Operating Partnership was $10,090,000 for the nine months ended September 30, 2020, compared to net income of $197,354,000 for the prior year’s nine months, a decrease in income of $207,444,000. This decrease resulted primarily from lower net income subject to allocation to Class A unitholders.

Results of Operations – Nine Months Ended September 30, 2020 Compared to September 30, 2019- continued

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $37,591,000 for the nine months ended September 30, 2020, compared to $37,598,000 for the prior year’s nine months, a decrease of $7,000.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $37,715,000 for the nine months ended September 30, 2020, compared to $37,722,000 for the prior year’s nine months, a decrease of $7,000.

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 nine months ended September 30, ~~2019~~2020 compared to September 30, ~~2018.~~2019.


(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
NOI at share for the nine months ended September 30, 2020		$	724,086		$	621,347		$	52,087		$	45,686		$	4,966
	Less NOI at share from:



	Development properties	(25,935)			(25,935)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	25,337			25,337			—			—			—
	Other non-same store (income) expense, net	(20,796)			(15,480)			(524)			174			(4,966)
Same store NOI at share for the nine months ended September 30, 2020		$	702,692		$	605,269		$	51,563		$	45,860		$	—

NOI at share for the nine months ended September 30, 2019		$	954,211		$	806,544		$	79,359		$	45,124		$	23,184
	Less NOI at share from:

	Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV	(35,770)			(35,770)			—			—			—
	Dispositions	(7,358)			(7,358)			—			—			—
	Development properties	(53,439)			(53,439)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	(7,043)			(7,043)									—
	Other non-same store (income) expense, net	(26,762)			(3,795)			(180)			397			(23,184)
Same store NOI at share for the nine months ended September 30, 2019		$	823,839		$	699,139		$	79,179		$	45,521		$	—

(Decrease) increase in same store NOI at share for the nine months ended September 30, 2020 compared to September 30, 2019		$	(121,147)		$	(93,870)		$	(27,616)		$	339		$	—

% (decrease) increase in same store NOI at share		(14.7)		%	(13.4)		%	(34.9)		%	0.7		%	—		%

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the nine months ended September 30, 2019 $ 954,211
$ 806,544
$ 79,359
$ 45,124
$ 23,184
Less NOI at share from:
Acquisitions (225 ) (225 ) —
—
—
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (5,479 ) (5,479 ) —
—
—
Dispositions (7,277 ) (7,277 ) —
—
—
Development properties (37,806 ) (37,806 ) —
—
—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net 4,362
4,882
(520 ) —
—
Other non-same store (income) expense, net (28,711 ) (3,983 ) (1,943 ) 399
(23,184 )
Same store NOI at share for the nine months ended September 30, 2019 $ 879,075
$ 756,656
$ 76,896
$ 45,523
$ —

NOI at share for the nine months ended September 30, 2018 $ 1,053,089
$ 881,791
$ 79,948
$ 40,686
$ 50,664
Less NOI at share from:
Acquisitions (124 ) (124 ) —
—
—
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (55,337 ) (55,337 ) —
—
—
Dispositions (10,288 ) (10,288 ) —
—
—
Development properties (53,394 ) (53,380 ) —
(14 ) —
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net 2,394
2,655
(261 ) —
—
Other non-same store income, net (62,284 ) (7,188 ) (4,432 ) —
(50,664 )
Same store NOI at share for the nine months ended September 30, 2018 $ 874,056
$ 758,129
$ 75,255
$ 40,672
$ —

Increase (decrease) in same store NOI at share for the nine months ended September 30, 2019 compared to September 30, 2018 $ 5,019
$ (1,473 ) $ 1,641
$ 4,851
$ —

% increase (decrease) in same store NOI at share 0.6 % (0.2 )%
⁽¹⁾
2.2 % 11.9 % — %

~~____________________~~


~~(1)~~	~~Excluding Hotel Pennsylvania, same store NOI at share increased by 0.4%.~~

Results of Operations – Nine Months Ended September 30, ~~2019~~2020 Compared to September 30, ~~2018~~2019 - 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 nine months ended September 30, ~~2019~~2020 compared to September 30, ~~2018.~~2019.


(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the nine months ended September 30, 2020		$	772,333		$	661,657		$	58,176		$	45,970		$	6,530
	Less NOI at share - cash basis from:



	Development properties	(35,338)			(35,338)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	25,354			25,354			—			—			—
	Other non-same store (income) expense, net	(31,287)			(24,222)			(553)			18			(6,530)
Same store NOI at share - cash basis for the nine months ended September 30, 2020		$	731,062		$	627,451		$	57,623		$	45,988		$	—

NOI at share - cash basis for the nine months ended September 30, 2019		$	954,741		$	802,803		$	83,484		$	45,665		$	22,789
	Less NOI at share - cash basis from:

	Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV	(32,905)			(32,905)			—			—			—
	Dispositions	(8,153)			(8,153)			—			—			—
	Development properties	(71,547)			(71,547)			—			—			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	(6,947)			(6,947)			—			—			—
	Other non-same store (income) expense, net	(43,004)			(19,946)			(519)			250			(22,789)
Same store NOI at share - cash basis for the nine months ended September 30, 2019		$	792,185		$	663,305		$	82,965		$	45,915		$	—

(Decrease) increase in same store NOI at share - cash basis for the nine months ended September 30, 2020 compared to September 30, 2019		$	(61,123)		$	(35,854)		$	(25,342)		$	73		$	—

% (decrease) increase in same store NOI at share - cash basis		(7.7)		%	(5.4)		%	(30.5)		%	0.2		%	—		%

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the nine months ended September 30, 2019 $ 954,741
$ 802,803
$ 83,484
$ 45,665
$ 22,789
Less NOI at share - cash basis from:
Acquisitions (226 ) (226 ) —
—
—
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (5,183 ) (5,183 ) —
—
—
Dispositions (7,716 ) (7,716 ) —
—
—
Development properties (47,597 ) (47,597 ) —
—
—
Lease termination income (2,943 ) (2,084 ) (859 ) —
—
Other non-same store (income) expense, net (39,399 ) (14,919 ) (1,942 ) 251
(22,789 )
Same store NOI at share - cash basis for the nine months ended September 30, 2019 $ 851,677
$ 725,078
$ 80,683
$ 45,916
$ —

NOI at share - cash basis for the nine months ended September 30, 2018 $ 1,013,917
$ 842,630
$ 81,312
$ 39,704
$ 50,271
Less NOI at share - cash basis from:
Acquisitions (124 ) (124 ) —
—
—
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (52,184 ) (52,184 ) —
—
—
Dispositions (9,933 ) (9,933 ) —
—
—
Development properties (57,495 ) (57,481 ) —
(14 ) —
Lease termination income (1,491 ) (1,069 ) (422 ) —
—
Other non-same store income, net (63,227 ) (8,524 ) (4,432 ) —
(50,271 )
Same store NOI at share - cash basis for the nine months ended September 30, 2018 $ 829,463
$ 713,315
$ 76,458
$ 39,690
$ —

Increase in same store NOI at share - cash basis for the nine months ended September 30, 2019 compared to September 30, 2018 $ 22,214
$ 11,763
$ 4,225
$ 6,226
$ —

% increase in same store NOI at share - cash basis 2.7 % 1.6 %
⁽¹⁾
5.5 % 15.7 % — %

~~____________________~~


~~(1)~~	~~Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 2.4%.~~

SUPPLEMENTAL INFORMATION

~~Net Operating Income~~NOI At Share by Segment for the Three Months Ended September 30, ~~2019~~2020 and June 30, ~~2019~~

Below is a summary of NOIat share and NOI at share - cash basis ~~by segment~~ for the three months ended September 30, ~~2019~~2020 and June 30, ~~2019.~~2020 by segment.


(Amounts in thousands)	For the Three Months Ended September 30, 2020
	Total		New York		Other
Total revenues	$	363,962	$	293,145	$	70,817
Operating expenses	(195,645)		(161,386)		(34,259)
NOI - consolidated	168,317		131,759		36,558
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(25,959)		(17,776)		(8,183)
Add: NOI from partially owned entities	78,175		75,837		2,338
NOI at share	220,533		189,820		30,713
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	10,981		6,261		4,720
NOI at share - cash basis	$	231,514	$	196,081	$	35,433


(Amounts in thousands)	For the Three Months Ended June 30, 2020
	Total		New York		Other
Total revenues	$	343,026	$	270,628	$	72,398
Operating expenses	(174,425)		(140,207)		(34,218)
NOI - consolidated	168,601		130,421		38,180
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(15,448)		(8,504)		(6,944)
Add: NOI from partially owned entities	69,487		67,051		2,436
NOI at share	222,640		188,968		33,672
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	34,190		32,943		1,247
NOI at share - cash basis	$	256,830	$	221,911	$	34,919

(Amounts in thousands) For the Three Months Ended June 30, 2019
Total New York Other
Total revenues $ 463,103
$ 376,381
$ 86,722
Operating expenses 220,752
187,819
32,933
NOI - consolidated 242,351
188,562
53,789
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (16,416 ) (10,030 ) (6,386 )
Add: NOI from partially owned entities 82,974
79,170
3,804
NOI at share 308,909
257,702
51,207
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 9,748
8,437
1,311
NOI at share - cash basis $ 318,657
$ 266,139
$ 52,518

SUPPLEMENTAL INFORMATION - CONTINUED

~~Net Operating Income~~NOI At Share by Segment for the Three Months Ended September 30, ~~2019~~2020 and June 30, ~~2019~~2020 - continued

The elements of our New York and Other NOI at share for the three months ended September 30, ~~2019~~2020 and June 30, ~~2019~~2020 are summarized below.


(Amounts in thousands)	For the Three Months Ended
	September 30, 2020		June 30, 2020
New York:
Office(1)	$	159,981	$	161,444
Retail(2)	35,294		21,841
Residential	4,536		5,868
Alexander's	6,830		8,331
Hotel Pennsylvania(3)	(16,821)		(8,516)
Total New York	189,820		188,968

Other:
theMART(4)	13,171		17,803
555 California Street	15,618		14,837
Other investments	1,924		1,032
Total Other	30,713		33,672

NOI at share	$	220,533	$	222,640

(Amounts in thousands) For the Three Months Ended
September 30, 2019 June 30, 2019
New York:
Office $ 177,469
$ 179,592
Retail 68,159
57,063
Residential 5,575
5,908
Alexander's 11,269
11,108
Hotel Pennsylvania 3,012
4,031
Total New York 265,484
257,702

Other:
theMART 24,862
30,974
555 California Street 15,265
15,358
Other investments 1,919
4,875
Total Other 42,046
51,207

NOI at share $ 307,530
$ 308,909
___________________

(1)The three months ended September 30, 2020 includes $5,112 of write-offs of tenant receivables deemed uncollectible and $4,368 of non-cash write-offs of receivables arising from the straight-lining of rents.The three months ended June 30, 2020 includes $13,220 of non-cash write-offs of receivables arising from the straight-lining of rents, primarily for the New York & Company, Inc. lease at 330 West 34th Street, and $940 of write-offs of tenant receivables deemed uncollectible.

(2)The three months ended September 30, 2020 includes $4,688 of non-cash write-offs of receivables arising from the straight-lining of rents and $4,668 of write-offs of tenant receivables deemed uncollectible. The three months ended June 30, 2020 includes $20,436 of non-cash write-offs of receivables arising from the straight-lining of rents, primarily for the JCPenney lease at Manhattan Mall, and $6,731 of write-offs of tenant receivables deemed uncollectible.

(3)The Hotel Pennsylvania has been closed since April 1, 2020 as a result of the COVID-19 pandemic. The three months ended September 30, 2020 includes a $9,246 severance accrual for furloughed union employees.

(4)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.

The elements of our New York and Other NOI at share - cash basis for the three months ended September 30, ~~2019~~2020 and June 30, ~~2019~~2020 are summarized below.


(Amounts in thousands)	For the Three Months Ended
	September 30, 2020		June 30, 2020
New York:
Office(1)	$	162,357	$	175,438
Retail(2)	36,476		38,913
Residential	4,178		5,504
Alexander's	9,899		10,581
Hotel Pennsylvania(3)	(16,829)		(8,525)
Total New York	196,081		221,911

Other:
theMART(4)	17,706		17,765
555 California Street	15,530		15,005
Other investments	2,197		2,149
Total Other	35,433		34,919

NOI at share - cash basis	$	231,514	$	256,830

(Amounts in thousands) For the Three Months Ended
September 30, 2019 June 30, 2019
New York:
Office $ 174,796
$ 178,806
Retail 65,636
66,726
Residential 5,057
5,303
Alexander's 11,471
11,322
Hotel Pennsylvania 2,964
3,982
Total New York 259,924
266,139

Other:
theMART 26,588
31,984
555 California Street 15,325
15,595
Other investments 1,656
4,939
Total Other 43,569
52,518

NOI at share - cash basis $ 303,493
$ 318,657
___________________

(1)Includes $5,112 and $940, respectively, of write-offs of tenant receivables deemed uncollectible.

(2)Includes $4,668 and $6,731, respectively, of write-offs of tenant receivables deemed uncollectible.

(4)The decrease in NOI at share - cash basis is primarily due to the effects of the COVID-19 pandemic, causing trade shows to be cancelled from late March 2020 through the remainder of the year.

SUPPLEMENTAL INFORMATION - CONTINUED

Reconciliation of Net Income (Loss) to ~~Net Operating Income~~NOI At Share and NOI At Share - Cash Basis for the Three Months Ended September 30, ~~2019~~2020 and June 30, ~~2019~~2020

Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the three months ended September 30, 2020 and June 30, 2020.


(Amounts in thousands)	For the Three Months Ended						(Amounts in thousands)	For the Three Months Ended
	September 30, 2019			June 30, 2019				September 30, 2020		June 30, 2020
Net income	$	363,849		$	2,596,693
Net income (loss)							Net income (loss)	$	68,736	$	(217,352)
Depreciation and amortization expense	96,437			113,035			Depreciation and amortization expense	107,013		92,805
General and administrative expense	33,237			38,872			General and administrative expense	32,407		35,014
Transaction related costs, impairment losses and other	1,576			101,590
Income from partially owned entities	(25,946		)	(22,873		)
(Income) loss from real estate fund investments	(2,190		)	15,803
Interest and other investment income, net	(3,045		)	(7,840		)
Expense from transaction related costs and impairment losses and (gain from lease liability extinguishment), net							Expense from transaction related costs and impairment losses and (gain from lease liability extinguishment), net	584		(69,221)
Loss from partially owned entities							Loss from partially owned entities	80,909		291,873
Loss from real estate fund investments							Loss from real estate fund investments	13,823		28,042
Interest and other investment (income) loss, net							Interest and other investment (income) loss, net	(1,729)		2,893
Interest and debt expense	61,448			63,029			Interest and debt expense	57,371		58,405
Net gain on transfer to Fifth Avenue and Times Square JV	—			(2,571,099		)

Net gains on disposition of wholly owned and partially owned assets	(309,657		)	(111,713		)	Net gains on disposition of wholly owned and partially owned assets	(214,578)		(55,695)
Income tax expense	23,885			26,914			Income tax expense	23,781		1,837
Loss (income) from discontinued operations	8			(60		)

NOI from partially owned entities	86,024			82,974			NOI from partially owned entities	78,175		69,487
NOI attributable to noncontrolling interests in consolidated subsidiaries	(18,096		)	(16,416		)	NOI attributable to noncontrolling interests in consolidated subsidiaries	(25,959)		(15,448)
NOI at share	307,530			308,909			NOI at share	220,533		222,640
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(4,037		)	9,748			Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	10,981		34,190
NOI at share - cash basis	$	303,493		$	318,657		NOI at share - cash basis	$	231,514	$	256,830

~~SUPPLEMENTAL INFORMATION - CONTINUED~~

Three Months Ended September 30, ~~2019~~2020 Compared to June 30, ~~2019~~2020

Same Store Net Operating Income At Share


(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended September 30, 2020		$	220,533		$	189,820		$	13,171		$	15,618		$	1,924
	Less NOI at share from:



	Development properties	(4,284)			(4,288)			—			4			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	16,821			16,821			—			—			—
	Other non-same store (income) expense, net	(2,958)			(1,003)			(102)			71			(1,924)
Same store NOI at share for the three months ended September 30, 2020		$	230,112		$	201,350		$	13,069		$	15,693		$	—

NOI at share for the three months ended June 30, 2020		$	222,640		$	188,968		$	17,803		$	14,837		$	1,032
	Less NOI at share from:



	Development properties	(7,380)			(7,376)			—			(4)			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	8,516			8,516			—			—			—
	Other non-same store income, net	(9,010)			(7,920)			—			(58)			(1,032)
Same store NOI at share for the three months ended June 30, 2020		$	214,766		$	182,188		$	17,803		$	14,775		$	—

Increase (decrease) in same store NOI at share for the three months ended September 30, 2020 compared to June 30, 2020		$	15,346		$	19,162		$	(4,734)		$	918		$	—

% increase (decrease) in same store NOI at share		7.1		%	10.5		%	(26.6)		%	6.2		%	—		%

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the three months ended September 30, 2019 $ 307,530
$ 265,484
$ 24,862
$ 15,265
$ 1,919
Less NOI at share from:
Acquisitions (5 ) (5 ) —
—
—
Dispositions (650 ) (650 ) —
—
—
Development properties (14,704 ) (14,704 ) —
—
—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net (627 ) (107 ) (520 ) —
—
Other non-same store (income) expense, net (10,220 ) (8,408 ) (12 ) 119
(1,919 )
Same store NOI at share for the three months ended September 30, 2019 $ 281,324
$ 241,610
$ 24,330
$ 15,384
$ —

NOI at share for the three months ended June 30, 2019 $ 308,909
$ 257,702
$ 30,974
$ 15,358
$ 4,875
Less NOI at share from:
Acquisitions (5 ) (5 ) —
—
—
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (5,479 ) (5,479 ) —
—
—
Dispositions (3,401 ) (3,401 ) —
—
—
Development properties (19,698 ) (19,698 ) —
—
—
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net 2,933
2,933
—
—
—
Other non-same store expense (income), net 214
4,983
(98 ) 204
(4,875 )
Same store NOI at share for the three months ended June 30, 2019 $ 283,473
$ 237,035
$ 30,876
$ 15,562
$ —

(Decrease) increase in same store NOI at share for the three months ended September 30, 2019 compared to June 30, 2019 $ (2,149 ) $ 4,575
$ (6,546 ) $ (178 ) $ —

% (decrease) increase in same store NOI at share (0.8 )% 1.9 %
⁽¹⁾
(21.2 )% (1.1 )% — %

~~____________________~~


~~(1)~~	~~Excluding Hotel Pennsylvania, same store NOI at share increased by 2.4%.~~

SUPPLEMENTAL INFORMATION - CONTINUED

Three Months Ended September 30, ~~2019~~2020 Compared to June 30, ~~2019~~2020 - continued

Same Store Net Operating Income At Share - continued


(Amounts in thousands)		Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended September 30, 2020		$	231,514		$	196,081		$	17,706		$	15,530		$	2,197
	Less NOI at share - cash basis from:



	Development properties	(7,729)			(7,733)			—			4			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	16,829			16,829			—			—			—
	Other non-same store (income) expense, net	(4,846)			(2,546)			(131)			28			(2,197)
Same store NOI at share - cash basis for the three months ended September 30, 2020		$	235,768		$	202,631		$	17,575		$	15,562		$	—

NOI at share - cash basis for the three months ended June 30, 2020		$	256,830		$	221,911		$	17,765		$	15,005		$	2,149
	Less NOI at share - cash basis from:



	Development properties	(9,478)			(9,474)			—			(4)			—
	Hotel Pennsylvania (closed beginning April 1, 2020)	8,525			8,525			—			—			—
	Other non-same store (income) expense, net	(12,772)			(10,670)			—			47			(2,149)
Same store NOI at share - cash basis for the three months ended June 30, 2020		$	243,105		$	210,292		$	17,765		$	15,048		$	—

(Decrease) increase in same store NOI at share - cash basis for the three months ended September 30, 2020 compared to June 30, 2020		$	(7,337)		$	(7,661)		$	(190)		$	514		$	—

% (decrease) increase in same store NOI at share - cash basis		(3.0)		%	(3.6)		%	(1.1)		%	3.4		%	—		%

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended September 30, 2019 $ 303,493
$ 259,924
$ 26,588
$ 15,325
$ 1,656
Less NOI at share - cash basis from:
Acquisitions (5 ) (5 ) —
—
—
Dispositions (690 ) (690 ) —
—
—
Development properties (20,306 ) (20,306 ) —
—
—
Lease termination income (1,016 ) (157 ) (859 ) —
—
Other non-same store (income) expense, net (11,280 ) (9,658 ) (12 ) 46
(1,656 )
Same store NOI at share - cash basis for the three months ended September 30, 2019 $ 270,196
$ 229,108
$ 25,717
$ 15,371
$ —

NOI at share - cash basis for the three months ended June 30, 2019 $ 318,657
$ 266,139
$ 31,984
$ 15,595
$ 4,939
Less NOI at share - cash basis from:
Acquisitions (5 ) (5 ) —
—
—
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (5,183 ) (5,183 ) —
—
—
Dispositions (3,600 ) (3,600 ) —
—
—
Development properties (22,438 ) (22,438 ) —
—
—
Lease termination income (247 ) (247 ) —
—
—
Other non-same store (income) expense, net (9,613 ) (4,705 ) (98 ) 129
(4,939 )
Same store NOI at share - cash basis for the three months ended June 30, 2019 $ 277,571
$ 229,961
$ 31,886
$ 15,724
$ —

Decrease in same store NOI at share - cash basis for the three months ended September 30, 2019 compared to June 30, 2019 $ (7,375 ) $ (853 ) $ (6,169 ) $ (353 ) $ —

% decrease in same store NOI at share - cash basis (2.7 )% (0.4 )%
⁽¹⁾
(19.3 )% (2.2 )% — %

~~____________________~~


~~(1)~~	~~Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.1%.~~

Liquidity and Capital Resources

Rental revenue 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 and distributions to unitholders of the Operating Partnership, as well as acquisition and development costs. During 2020, we have experienced a decrease in cash flow from operations due to the COVID-19 pandemic, including reduced collections of rents billed to certain of our tenants, the closure of Hotel Pennsylvania, the cancellation of trade shows at theMART through 2020, and lower revenues from BMS and signage. For the quarter ended September 30, 2020, we collected 93% (95% including rent deferrals) of rent due from our tenants, comprised of 95% (97% including rent deferrals) from our office tenants and 82% (85% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months. While we believe that our tenants are required to pay rent under their leases, we have implemented and will continue to consider rent deferrals on a case-by-case basis. Other sources of liquidity to fund cash requirements include proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.

WeAs of September 30, 2020, we have $3.7 billion of liquidity comprised of $1.5 billion of cash and cash equivalents and restricted cash and $2.2 billion available on our $2.75 billion revolving credit facilities. The challenges posed by COVID-19 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 shareholders, debt amortization and recurring capital expenditures. Capital requirements for development expenditures and acquisitions may require funding from borrowings and/or equity offerings. Consequently, the Company will continue to evaluate its liquidity and financial position on an ongoing basis.

~~We expect to generate net cash~~During the third quarter of ~~approximately $2 billion resulting from~~2020, we closed on the ~~sales~~sale of ~~100% of the 220 CPS~~19 condominium units ~~including $1 billion~~at 220 Central Park South for net proceeds of ~~after-tax~~$591,104,000; and in October 2020, we closed on the sale of four condominium units for net ~~gain,~~proceeds of ~~which $396,246,000 was recognized in our consolidated statements of income from inception to September 30, 2019.~~$105,000,000.

We may from time to time purchase, retire or ~~retire~~redeem our 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.

Liquidity and Capital Resources - continued

Cash Flows for the Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

Our cash flow activities ~~for the nine months ended September 30, 2019 and 2018~~ are summarized as follows:


(Amounts in thousands)	For the Nine Months Ended September 30,						(Decrease) Increase in Cash Flow			(Amounts in thousands)	For the Nine Months Ended September 30,				(Decrease) Increase in Cash Flow
	2019			2018							2020		2019
Net cash provided by operating activities	$	397,971		$	488,038		$	(90,067	)	Net cash provided by operating activities	$	191,360	$	397,971	$	(206,611)
Net cash provided by (used in) investing activities	2,228,548			(652,306		)	2,880,854
Net cash provided by investing activities										Net cash provided by investing activities	123,415		2,228,548		(2,105,133)
Net cash used in financing activities	(2,097,868		)	(830,734		)	(1,267,134		)	Net cash used in financing activities	(431,568)		(2,097,868)		1,666,300

Cash and cash equivalents and restricted cash was ~~$1,245,556,000~~$1,490,338,000 as of September 30, ~~2019,~~2020, a ~~$528,651,000 increase~~$116,793,000 decrease from the balance as of December 31, ~~2018.~~2019.

Net cash provided by operating activities of ~~$397,971,000~~$191,360,000 for the nine months ended September 30, ~~2019~~2020 was comprised of ~~$516,386,000~~$488,827,000 of cash from operations, including distributions of income from partially owned entities of ~~$66,252,000,~~$132,850,000, and a net decrease of ~~$118,415,000~~$297,467,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.

The following table details the net cash provided by ~~(used in)~~ investing ~~activities for~~activities:


(Amounts in thousands)	For the Nine Months Ended September 30,				(Decrease) Increase in Cash Flow
	2020		2019
Proceeds from sale of condominium units at 220 Central Park South	$	939,292	$	1,039,493	$	(100,201)
Development costs and construction in progress	(448,167)		(448,281)		114
Moynihan Train Hall expenditures	(277,128)		(352,211)		75,083
Additions to real estate	(112,906)		(189,579)		76,673
Proceeds from sales of marketable securities	28,375		168,314		(139,939)
Investments in partially owned entities	(6,156)		(16,480)		10,324
Distributions of capital from partially owned entities	1,090		24,880		(23,790)
Acquisitions of real estate and other	(985)		(3,260)		2,275
Proceeds from transfer of interest in Fifth Avenue and Times Square JV (net of $35,562 of transaction costs and $10,899 of deconsolidated cash and restricted cash)	—		1,248,743		(1,248,743)
Proceeds from redemption of 640 Fifth Avenue preferred equity	—		500,000		(500,000)
Proceeds from sale of real estate and related investments	—		255,534		(255,534)
Proceeds from repayments of loans receivable	—		1,395		(1,395)
Net cash provided by investing activities	$	123,415	$	2,228,548	$	(2,105,133)

The following table details the ~~nine months ended September 30, 2019 and 2018:~~net cash used in financing activities:


(Amounts in thousands)	For the Nine Months Ended September 30,				(Decrease) Increase in Cash Flow
	2020		2019
Dividends paid on common shares/Distributions to Vornado	$	(725,938)	$	(377,750)	$	(348,188)
Proceeds from borrowings	555,918		1,107,852		(551,934)
Repayments of borrowings	(514,493)		(2,635,028)		2,120,535
Moynihan Train Hall reimbursement from Empire State Development	277,128		352,211		(75,083)
Contributions from noncontrolling interests in consolidated subsidiaries	98,626		9,223		89,403
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(76,759)		(65,084)		(11,675)
Dividends paid on preferred shares/Distributions to preferred unitholders	(50,123)		(37,598)		(12,525)
Proceeds received from exercise of Vornado stock options and other	5,567		2,403		3,164
Debt issuance costs	(1,357)		(15,328)		13,971
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other	(137)		(8,692)		8,555
Purchase of marketable securities in connection with defeasance of mortgage payable	—		(407,126)		407,126
Prepayment penalty on redemption of senior unsecured notes due 2022	—		(22,058)		22,058
Redemption of preferred shares/units	—		(893)		893
Net cash used in financing activities	$	(431,568)	$	(2,097,868)	$	1,666,300

(Amounts in thousands) For the Nine Months Ended September 30, Increase (Decrease) in Cash Flow
2019 2018
Proceeds from transfer of interest in Fifth Avenue and Times Square JV (net of $35,562 of transaction costs and $10,899 of deconsolidated cash and restricted cash) $ 1,248,743
$ —
$ 1,248,743
Proceeds from sale of condominium units at 220 Central Park South 1,039,493
—
1,039,493
Proceeds from redemption of 640 Fifth Avenue preferred equity 500,000
—
500,000
Development costs and construction in progress (448,281 ) (274,147 ) (174,134 )
Moynihan Train Hall expenditures (352,211 ) —
(352,211 )
Proceeds from sale of real estate and related investments 255,534
219,731
35,803
Additions to real estate (189,579 ) (163,546 ) (26,033 )
Proceeds from sales of marketable securities 168,314
—
168,314
Distributions of capital from partially owned entities 24,880
98,609
(73,729 )
Investments in partially owned entities (16,480 ) (32,728 ) 16,248
Acquisitions of real estate and other (3,260 ) (500,225 ) 496,965
Proceeds from repayments of loans receivable 1,395
—
1,395
Net cash provided by (used in) investing activities $ 2,228,548
$ (652,306 ) $ 2,880,854

Liquidity and Capital Resources - continued

~~Cash Flows for the Nine Months Ended September 30, 2019 and 2018 - continued~~

~~The following table details the cash used in financing activities for the nine months ended September 30, 2019 and 2018:~~

(Amounts in thousands) For the Nine Months Ended September 30, (Decrease) Increase in Cash Flow
2019 2018
Repayments of borrowings $ (2,635,028 ) $ (264,482 ) $ (2,370,546 )
Proceeds from borrowings 1,107,852
312,763
795,089
Purchase of marketable securities in connection with defeasance of mortgage payable (407,126 ) —
(407,126 )
Dividends paid on common shares/Distributions to Vornado (377,750 ) (359,456 ) (18,294 )
Moynihan Train Hall reimbursement from Empire State Development 352,211
—
352,211
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries (65,084 ) (63,110 ) (1,974 )
Dividends paid on preferred shares/Distributions to preferred unitholders (37,598 ) (42,582 ) 4,984
Prepayment penalty on redemption of senior unsecured notes due 2022 (22,058 ) —
(22,058 )
Debt issuance costs (15,328 ) (7,451 ) (7,877 )
Contributions from noncontrolling interests in consolidated subsidiaries 9,223
59,924
(50,701 )
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other (8,692 ) (784 ) (7,908 )
Proceeds received from exercise of Vornado stock options and other 2,403
5,262
(2,859 )
Redemption of preferred shares/units (893 ) (470,000 ) 469,107
Debt prepayment and extinguishment costs —
(818 ) 818
Net cash used in financing activities $ (2,097,868 ) $ (830,734 ) $ (1,267,134 )

Capital Expenditures for the Nine Months Ended September 30, ~~2019~~2020

Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions. Recurring capital expenditures include expenditures to maintain a property’s competitive position within the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital improvements include expenditures 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, as well as tenant improvements and leasing commissions for space that was vacant at the time of acquisition of a property.

Below is a summary of amounts paid for capital expenditures and leasing commissions for the nine months ended September 30, ~~2019.~~2020.


(Amounts in thousands)	Total		New York		theMART		555 California Street
Expenditures to maintain assets	$	46,771	$	39,920	$	5,674	$	1,177
Tenant improvements	45,150		38,900		4,041		2,209
Leasing commissions	15,569		11,624		3,173		772
Recurring tenant improvements, leasing commissions and other capital expenditures	107,490		90,444		12,888		4,158
Non-recurring capital expenditures	61,171		60,961		210		—
Total capital expenditures and leasing commissions	$	168,661	$	151,405	$	13,098	$	4,158

(Amounts in thousands) Total New York theMART
555 California
Street
Expenditures to maintain assets $ 75,190
$ 66,061
$ 6,720
$ 2,409
Tenant improvements 78,738
67,503
8,021
3,214
Leasing commissions 17,051
15,251
714
1,086
Recurring tenant improvements, leasing commissions and other capital expenditures 170,979
148,815
15,455
6,709
Non-recurring capital expenditures 26,393
24,588
166
1,639
Total capital expenditures and leasing commissions $ 197,372
$ 173,403
$ 15,621
$ 8,348

~~Liquidity and Capital Resources - continued~~

Development and Redevelopment Expenditures for the Nine Months Ended September 30, ~~2019~~2020

Development and redevelopment expenditures consist of all hard and soft costs associated with the development or redevelopment of a property, including capitalized interest, debt and operating costs until the property is substantially completed and ready for its intended use. Our development project estimates below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table ~~on the previous page~~above.

220 CPS

We are ~~constructing~~completing construction of a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land ~~cost of $515.4 million)~~cost) is estimated to be approximately ~~$1.4~~$1.450 billion, of which~~$1.3~~ $1.436 billion has been expended as of September 30, ~~2019~~.2020.

We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of September 30, 2019, $22,623,000 has been expended, of which our share is $11,311,000.PENN District

We are redeveloping PENN1, a ~~2,544,000~~2,545,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. The development cost of this project is estimated to be $325,000,000,of which ~~$57,355,000~~$137,048,000 has been expended as of September 30, ~~2019~~2020.

We are redeveloping PENN2, a 1,795,000 square foot (as expanded) office building located on the west side of ~~7th~~Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which ~~$34,372,000~~$80,684,000 has been expended as of September 30, ~~2019.~~2020.

We ~~recently entered into a~~are also making districtwide improvements within the Penn District. The development ~~agreement with Metropolitan Transportation Authority~~cost of these improvements is estimated to ~~oversee the development~~be $100,000,000, of ~~the Long Island Rail Road 33rd Street entrance at Penn Station,~~ which ~~Skanska USA Civil Northeast, Inc. will construct under a fixed price contract for $120,805,000.~~$15,538,000 has been expended as of September 30, 2020.

Our 95% joint venture is developing Farley Office and Retail ~~Building and Moynihan Train Hall~~

~~Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies ("Related")) is developing the Farley Office and Retail Building~~ (the "Project"), which will include approximately ~~845,000~~844,000 rentable square feet of commercial space, comprised of approximately ~~725,000~~730,000 square feet of office space and approximately ~~120,000~~114,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $1,030,000,000. As of September 30, ~~2019, $528,080,000~~2020, $736,155,000 has been ~~expended.~~expended, which has been reduced by $88,000,000 of historic tax credit investor contributions (at our share).

The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. ~~Pursuant~~

On December 19, 2019, we paid Kmart Corporation $34,000,000, of which $10,000,000 is expected to ~~Accounting Standards Codification 842-40-55,~~be reimbursed, to early terminate their 141,000 square foot retail space lease at PENN1 which was scheduled to expire in January 2036.

We entered into a development agreement with the ~~joint venture,~~Metropolitan Transportation Authority to oversee the development of the Long Island Rail Road 33rd Street entrance at Penn Station which ~~we consolidate on our consolidated balance sheets, is required to recognize all development expenditures~~Skanska USA Civil Northeast, Inc. will construct under a fixed price contract for $126,197,000.

Liquidity and Capital Resources - continued

Development and Redevelopment Expenditures for the ~~Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through~~Nine Months Ended September 30, ~~2019~~2020 - continued

Other

We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and ~~December 31, 2018~~Pine Street. The development cost of this project is estimated to be approximately $66,000,000, of which our share is $46,000,000. As of September 30, 2020, $55,207,000 has been expended, of which our share is $38,645,000of $791,703,000 and $445,693,000, respectively, are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets..

We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of September 30, 2020, $25,818,000 has been expended, of which our share is $12,909,000.

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn ~~District.~~District.

There can be no assurance that the above projects will be completed, completed on schedule or within budget.

Below is a summary of amounts paid for development and redevelopment expenditures for the nine months ended September 30, 2020. These expenditures include interest and debt expense of $30,829,000, payroll of $11,696,000and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating$92,008,000, which were capitalized in connection with the development and redevelopment of these projects.


(Amounts in thousands)	Total		New York		theMART		555 California Street		Other
Farley Office and Retail	$	174,159	$	174,159	$	—	$	—	$	—
220 CPS	83,117		—		—		—		83,117
PENN1	75,247		75,247		—		—		—
PENN2	60,493		60,493		—		—		—
345 Montgomery Street	14,491		—		—		14,491		—
Other	40,660		36,787		3,836		—		37
	$	448,167	$	346,686	$	3,836	$	14,491	$	83,154

Capital Expenditures for the Nine Months Ended September 30, 2019

Below is a summary of amounts paid for capital expenditures and leasing commissions for the nine months ended September 30, 2019.


(Amounts in thousands)	Total		New York		theMART		555 California Street
Expenditures to maintain assets	$	75,190	$	66,061	$	6,720	$	2,409
Tenant improvements	78,738		67,503		8,021		3,214
Leasing commissions	17,051		15,251		714		1,086
Recurring tenant improvements, leasing commissions and other capital expenditures	170,979		148,815		15,455		6,709
Non-recurring capital expenditures	26,393		24,588		166		1,639
Total capital expenditures and leasing commissions	$	197,372	$	173,403	$	15,621	$	8,348

Liquidity and Capital Resources - continued

Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2019 ~~- continued~~

Below is a summary of amounts paid for development and redevelopment expenditures for the nine months ended September 30, 2019. These expenditures include interest and debt expense of $59,184,000, payroll of $12,673,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $51,587,000, which were capitalized in connection with the development and redevelopment of these projects.


(Amounts in thousands)	Total		New York		theMART		555 California Street		Other
Farley Office and Retail	$	190,991	$	190,991	$	—	$	—	$	—
220 CPS	142,439		—		—		—		142,439
PENN1	34,476		34,476		—		—		—
345 Montgomery Street	18,844		—		—		18,844		—
PENN2	17,404		17,404		—		—		—
606 Broadway	7,181		7,181		—		—		—
1535 Broadway	1,031		1,031		—		—		—
Other	35,915		30,488		1,610		3,817		—
	$	448,281	$	281,571	$	1,610	$	22,661	$	142,439

(Amounts in thousands) Total New York theMART
555 California
Street
Other
Farley Office and Retail Building $ 190,991
$ 190,991
$ —
$ —
$ —
220 CPS 142,439
—
—
—
142,439
PENN1 34,476
34,476
—
—
—
345 Montgomery Street 18,844
—
—
18,844
—
PENN2 17,404
17,404
—
—
—
606 Broadway 7,181
7,181
—
—
—
1535 Broadway 1,031
1,031
—
—
—
Other 35,915
30,488
1,610
3,817
—
$ 448,281
$ 281,571
$ 1,610
$ 22,661
$ 142,439

~~Capital Expenditures for the Nine Months Ended September 30, 2018~~

~~Below is a summary of amounts paid for capital expenditures and leasing commissions for the nine months ended September 30, 2018.~~

(Amounts in thousands) Total New York theMART
555 California
Street
Expenditures to maintain assets $ 66,167
$ 48,227
$ 10,232
$ 7,708
Tenant improvements 67,972
49,423
10,855
7,694
Leasing commissions 27,389
24,683
413
2,293
Recurring tenant improvements, leasing commissions and other capital expenditures 161,528
122,333
21,500
17,695
Non-recurring capital expenditures 28,882
20,579
82
8,221
Total capital expenditures and leasing commissions $ 190,410
$ 142,912
$ 21,582
$ 25,916

~~Development and Redevelopment Expenditures for the Nine Months Ended September 30, 2018~~

Below is a summary of amounts paid for development and redevelopment expenditures for the nine months ended September 30, 2018. These expenditures include interest and debt expense of $49,718,000, payroll of $7,996,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $32,969,000, which were capitalized in connection with the development and redevelopment of these projects.

(Amounts in thousands) Total New York theMART
555 California
Street
Other
220 CPS $ 204,727
$ —
$ —
$ —
$ 204,727
606 Broadway 13,141
13,141
—
—
—
345 Montgomery Street 10,497
—
—
10,497
—
1535 Broadway 7,558
7,558
—
—
—
PENN2 4,793
4,793
—
—
—
PENN1 3,901
3,901
—
—
—
Other 29,530
18,439
8,421
430
2,240
$ 274,147
$ 47,832
$ 8,421
$ 10,927
$ 206,967

~~Liquidity and Capital Resources - continued~~

~~Other~~ Commitments and Contingencies

~~Our mortgage loans are non-recourse to us, except for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street~~Farley Office 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. As of September 30, 2019, the aggregate dollar amount of these guarantees and master leases is approximately $978,000,000.

The consolidated joint venture in which we own a ~~95.0%~~95% ownership interest was designated by ESD ~~an entity of New York State,~~ to develop ~~the~~ Farley Office and ~~Retail Building.~~Retail. 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, 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 bear a full guaranty from Skanska AB.

In connection with the development of the property, the joint venture took in a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply 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 Tax Credit Investor’s capital contributions. As of September 30, 2020, the Tax Credit Investor has made $92,400,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.

Other Commitments and Contingencies

In November 2011, we entered into an agreement with the New York City Economic Development Corporation ("EDC") to lease Piers 92 and 94 (the "Piers") for a 49-year term with five 10-year renewal options. The non-recourse lease with a single-purpose entity calls for current annual rent payments of $2,000,000 with fixed rent steps through the initial term. We operate trade shows and special events at the Piers (and sublease to others for the same uses). In February 2019, an inspection revealed that the piles supporting Pier 92 were structurally unsound (an obligation of EDC to maintain) and we were issued an order by EDC to vacate the property. We continued to make the required lease payments through February 2020, with no abatement provided by EDC for the loss of our right to use Pier 92 or reimbursement for lost revenues. Beginning March 2020, as no resolution had been reached with EDC, we have not paid the monthly rents due under the non-recourse lease. As of September 30, 2020, we have a $46,911,000 lease liability and a $34,563,000 right-of-use asset recorded for this lease.

Liquidity and Capital Resources - continued

Other Commitments and Contingencies - continued

Our mortgage loans are non-recourse to us, 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 underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to ESD, an entity of New York State, for Farley Office and Retail. As of September 30, 2020, the aggregate dollar amount of these guarantees and master leases is approximately $1,745,000,000.

As investment manager of Vornado Capital Partners Real Estate Fund (the "Fund") we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital. The incentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the September 30, 2020 fair value of the Fund assets, at liquidation we would be required to make a$33,900,000 payment to the limited partners representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.

As of September 30, 2020, we expect to fund additional capital to certain of our partially owned entities aggregating approximately ~~$15,400,000.~~$11,000,000.

As of September 30, ~~2019,~~2020, we have construction commitments aggregating approximately ~~$746,000,000.~~$504,000,000.

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 depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified 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 excludes 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. 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 (loss) per share are disclosed in Note 20 – Income (Loss) Per Share/Income (Loss) Per Class A Unit, in our consolidated financial statements on page 4542 of this Quarterly Report on Form 10-Q.

In accordance with the NAREIT December 2018 restated definition of FFO, we have elected to exclude the mark-to-market adjustments of marketable equity securities from the calculation of FFO. FFO for the three months ended September 30, 2018 has been adjusted to exclude the $7,966,000, or $0.04 per share, decrease in fair value of marketable equity securities previously reported. FFO for the nine months ended September 30, 2018 has been adjusted to exclude the $26,602,000, or $0.13 per share, decrease in fair value of marketable equity securities previously reported.

FFO attributable to common shareholders plus assumed conversions was ~~$279,509,000,~~$278,507,000, or $1.46 per diluted share for the three months ended September 30, ~~2019,~~2020, compared to ~~$189,987,000,~~$279,509,000, or ~~$0.99~~$1.46 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was ~~$691,522,000,~~$612,123,000, or ~~$3.62~~$3.20 per diluted share for the nine months ended September 30, ~~2019,~~2020, compared to ~~$519,640,000,~~$691,522,000, or ~~$2.72~~$3.62 per diluted share, for the prior year’s nine months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.

Funds From Operations (“FFO”) - continued

Below is a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions for the three and nine months ended September 30, 2019 and 2018.


(Amounts in thousands, except per share amounts)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income (loss) attributable to common shareholders	$	53,170	$	322,906	$	(139,617)	$	2,904,589
Per diluted share	$	0.28	$	1.69	$	(0.73)	$	15.20

FFO adjustments:
Depreciation and amortization of real property	$	99,045	$	89,479	$	269,360	$	303,415
Net gains on sale of real estate	—		(178,769)		—		(178,769)
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests	—		—		—		(2,559,154)
Real estate impairment losses	—		—		—		31,436
Net gain from sale of UE common shares (sold on March 4, 2019)	—		—		—		(62,395)
Decrease (increase) in fair value of marketable securities:
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)	—		4,875		4,938		19,211
Lexington (sold on March 1, 2019)	—		—		—		(16,068)
Other	—		(7)		—		(48)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, net of $3,822 and $4,289 of noncontrolling interests	103,201		—		409,060		—
Depreciation and amortization of real property	38,987		37,696		119,146		97,317

Decrease in fair value of marketable securities	385		291		3,511		1,988
	241,618		(46,435)		806,015		(2,363,067)
Noncontrolling interests' share of above adjustments	(16,292)		3,024		(54,311)		149,957
FFO adjustments, net	$	225,326	$	(43,411)	$	751,704	$	(2,213,110)

FFO attributable to common shareholders	$	278,496	$	279,495	$	612,087	$	691,479

Convertible preferred share dividends	11		14		36		43

FFO attributable to common shareholders plus assumed conversions	$	278,507	$	279,509	$	612,123	$	691,522
Per diluted share	$	1.46	$	1.46	$	3.20	$	3.62

Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding	191,162		190,814		191,102		190,762
Effect of dilutive securities:
Convertible preferred shares	26		34		28		35
Employee stock options and restricted share awards	—		176		25		227

Denominator for FFO per diluted share	191,188		191,024		191,155		191,024

(Amounts in thousands, except per share amounts) For the Three Months Ended September 30, For the Nine Months Ended
September 30,
2019 2018 2019 2018
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders $ 322,906
$ 190,645
$ 2,904,589
$ 284,338
Per diluted share $ 1.69
$ 1.00
$ 15.20
$ 1.49

FFO adjustments:
Depreciation and amortization of real property $ 89,479
$ 105,015
$ 303,415
$ 309,024
Net gains on sale of real estate (178,769 ) (133,961 ) (178,769 ) (158,138 )
Real estate impairment losses —
—
31,436
—
Net gain on transfer to Fifth Avenue and Times Square JV, net of $11,945 attributable to noncontrolling interests —
—
(2,559,154 ) —
Net gain from sale of UE common shares (sold on March 4, 2019) —
—
(62,395 ) —
Decrease (increase) in fair value of marketable securities:
PREIT 4,875
—
19,211
—
Lexington (sold on March 1, 2019) —
7,942
(16,068 ) 24,934
Other (7 ) (243 ) (48 ) (133 )
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property 37,696
23,688
97,317
77,282
Net gains on sale of real estate —
(3,421 ) —
(3,998 )
Decrease in fair value of marketable securities 291
267
1,988
1,801
(46,435 ) (713 ) (2,363,067 ) 250,772
Noncontrolling interests' share of above adjustments 3,024
40
149,957
(15,517 )
FFO adjustments, net $ (43,411 ) $ (673 ) $ (2,213,110 ) $ 235,255

FFO attributable to common shareholders $ 279,495
$ 189,972
$ 691,479
$ 519,593
Convertible preferred share dividends 14
15
43
47
FFO attributable to common shareholders plus assumed conversions $ 279,509
$ 189,987
$ 691,522
$ 519,640
Per diluted share $ 1.46
$ 0.99
$ 3.62
$ 2.72

Reconciliation of Weighted Average Shares
Weighted average common shares outstanding 190,814
190,245
190,762
190,176
Effect of dilutive securities:
Employee stock options and restricted share awards 176
1,045
227
972
Convertible preferred shares 34
37
35
38
Denominator for FFO per diluted share 191,024
191,327
191,024
191,186

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)	2019						2018			(Amounts in thousands, except per share and per unit amounts)	2020					2019
	September 30, Balance		Weighted Average Interest Rate	Effect of 1% Change In Base Rates			December 31, Balance		Weighted Average Interest Rate		September 30, Balance		Weighted Average Interest Rate	Effect of 1% Change in Base Rates		December 31, Balance		Weighted Average Interest Rate
Consolidated debt:										Consolidated debt:
Variable rate	$	1,723,196	3.39%	$	17,232		$	3,292,382	4.31%	Variable rate	$	2,399,418	1.61%	$	23,994	$	1,643,500	3.09%
Fixed rate	5,805,475		3.57%	—			6,603,465		3.65%	Fixed rate	5,086,714		3.70%	—		5,801,516		3.57%
	$	7,528,671	3.53%	17,232			$	9,895,847	3.87%		$	7,486,132	3.03%	23,994		$	7,445,016	3.46%
Pro rata share of debt of non-consolidated entities⁽¹⁾⁽²⁾:
Pro rata share of debt of non-consolidated entities(1):										Pro rata share of debt of non-consolidated entities(1):
Variable rate	$	1,479,819	3.68%	14,798			$	1,237,388	4.06%	Variable rate	$	1,479,094	1.78%	14,791		$	1,441,690	3.34%
Fixed rate	1,327,368		4.08%	—			1,382,068		4.19%	Fixed rate	1,360,915		3.93%	—		1,361,169		3.93%
	$	2,807,187	3.87%	14,798			$	2,619,456	4.13%		$	2,840,009	2.81%	14,791		$	2,802,859	3.62%
Noncontrolling interests' share of consolidated subsidiaries				(338		)				Noncontrolling interests' share of consolidated subsidiaries				(369)
Total change in annual net income attributable to the Operating Partnership				31,692						Total change in annual net income attributable to the Operating Partnership				38,416
Noncontrolling interests’ share of the Operating Partnership				(2,073		)				Noncontrolling interests’ share of the Operating Partnership				(2,620)
Total change in annual net income attributable to Vornado				$	29,619					Total change in annual net income attributable to Vornado				$	35,796
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit				$	0.16					Total change in annual net income attributable to the Operating Partnership per diluted Class A unit				$	0.19
Total change in annual net income attributable to Vornado per diluted share				$	0.16					Total change in annual net income attributable to Vornado per diluted share				$	0.19

____________________

(1)As a result of Toys “R” Us (“Toys”) filing a voluntary petition under chapter 11 of the United States Bankruptcy Code, we determined the Company no longer has the ability to exercise significant influence over Toys. Accordingly, we have excluded our share of Toys debt in 2018. The voluntary petition was declared effective in 2019 and our stock was canceled. As a result, we no longer hold an investment in Toys.


~~(2)~~	Our pro rata share of debt of non-consolidated entities as of September 30, 2019 and December 31, 2018 is net of our $63,409 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of September 30, 2019, we have an interest rate swap on a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.70% (3.73% as of September 30, ~~2019) to a fixed rate~~2020 and December 31, 2019 is net of ~~3.25% through December 2020; an interest rate swap on a $700,000,000~~$16,200 and $63,409, respectively, of our share of Alexander's participation in its Rego Park II shopping center mortgage loan ~~on 770 Broadway that swapped~~which is considered partially extinguished as the ~~rate from LIBOR plus 1.75% (3.79% as~~participation interest is a reacquisition of ~~September 30, 2019) to a fixed rate of 2.56% through September 2020; an interest rate swap on a~~ $100,000,000 mortgage loan on 33-00 Northern Boulevard that swapped the rate from LIBOR plus 1.80% (3.85% as of September 30, 2019) to a fixed rate of 4.14% through January 2025; and an interest rate swap on our $750,000,000 unsecured term loan that swapped the rate from ~~LIBOR plus 1.00% (3.04% as of~~ ~~September 30, 2019) to a fixed rate of 3.87% through October 2023.~~debt.

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 September 30, ~~2019~~2020, the estimated fair value of our consolidated debt was ~~$7,595,000,000.~~$7,503,000,000.

Derivatives and Hedging


(Amounts in thousands)	As of September 30, 2020
						Variable Rate
Hedged Item (Interest rate swaps)	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:
Other	$	17	$	175,000

Included in other liabilities:
Unsecured term loan	$	63,437	$	750,000	(1)	L+100	1.15%	3.87%	10/23
33-00 Northern Boulevard mortgage loan	9,065		100,000			L+180	1.96%	4.14%	1/25
888 Seventh Avenue mortgage loan	1,034		375,000			L+170	1.84%	3.25%	12/20
	$	73,536	$	1,225,000

____________________

(1)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk - continued

Derivatives and Hedging - continued


(Amounts in thousands)	As of December 31, 2019
					Variable Rate
Hedged Item (Interest rate swaps)	Fair Value		Notional Amount		Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:
770 Broadway mortgage loan	$	4,045	$	700,000	L+175	3.46%	2.56%	9/20
888 Seventh Avenue mortgage loan	218		375,000		L+170	3.44%	3.25%	12/20
Other	64		175,000
	$	4,327	$	1,250,000

Included in other liabilities:
Unsecured term loan	$	36,809	$	750,000	L+100	2.80%	3.87%	10/23
33-00 Northern Boulevard mortgage loan	3,545		100,000		L+180	3.52%	4.14%	1/25
	$	40,354	$	850,000

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 September 30, ~~2019~~2020, 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 September 30, ~~2019~~2020, such disclosure controls and procedures were effective.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

~~There~~Except as set forth below, there were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Our business, financial condition, results of operations and cash flows have been and are expected to continue to be adversely affected by the recent COVID-19 pandemic and the impact could be material to us.

Our business has been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread of the virus. Some of the effects on us include the following:

•With the exception of grocery stores and other "essential" businesses, many of our retail tenants closed their stores in March 2020 and began reopening when New York City entered phase two of its state-mandated reopening plan on June 22, 2020.

•While our buildings remain open, many of our office tenants are working remotely.

•We have closed the Hotel Pennsylvania. In connection with the closure, we accrued $9,246,000 of severance for furloughed Hotel Pennsylvania union employees and recognized a corresponding $3,145,000 income tax benefit for the three and nine months ended September 30, 2020.

•We have cancelled trade shows at theMART for the remainder of 2020.

•Because certain of our development projects were deemed "non-essential," they were temporarily paused in March 2020 due to New York State executive orders and resumed once New York City entered phase one of its state mandated reopening plan on June 8, 2020.

•As of April 30, 2020, we placed1,803 employees on furlough, which included 1,293 employees of Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties, 414 employees at the Hotel Pennsylvania and 96 corporate staff employees. As of October 31, 2020, 40% of the furloughed employees have returned to work.

•Effective April 1, 2020, our executive officers waived portions of their annual base salary for the remainder of 2020.

•Effective April 1, 2020, each non-management member of our Board of Trustees agreed to forgo their $75,000 annual cash retainer for the remainder of 2020.

While we believe our tenants are required to pay rent under their leases, in limited circumstances, we have agreed to and may continue to agree to rent deferrals and rent abatements for certain of our tenants. We have made a policy election in accordance with the Financial Accounting Standards Board (“FASB”) Staff Q&A which provides relief in accounting for leases during the COVID-19 pandemic, allowing us to continue recognizing rental revenue on a straight-line basis for rent deferrals, with no impact to revenue recognition, and to recognize rent abatements as a reduction to rental revenue in the period granted.

For the quarter ended September 30, 2020, we collected 93% (95% including rent deferrals) of rent due from our tenants, comprised of 95% (97% including rent deferrals) from our office tenants and 82% (85% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.

Item 1A. Risk Factors - continued

Numerous Federal, state, local and industry-initiated efforts may also affect our ability to collect rent or enforce remedies for the failure to pay rent. Certain of our tenants have incurred and may continue to incur significant costs or losses as a result of the COVID-19 pandemic and/or incur other liabilities related to shelter-in-place orders, quarantines, infection or other related factors that may adversely impact their ability to pay us timely or at all.

The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market or other disruptions worldwide. Conditions in the bank lending, capital and other financial markets may deteriorate as a result of the pandemic, our access to capital and other sources of funding may become constrained and the ratios of our debt to asset values may deteriorate, which could adversely affect the availability and terms of future borrowings, renewals or refinancings. In addition, the deterioration of global, national, regional and local economic conditions as a result of the pandemic may ultimately decrease occupancy levels and/or rent levels across our portfolio as tenants reduce or defer their spending, which may result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders and the impact could be material. In addition, we have concluded that our investment in Fifth Avenue and Times Square JV is "other-than-temporarily" impaired and recorded non-cash impairment losses, net of noncontrolling interests, of $103,201,000 and $409,060,000, respectively, during the three and nine months ended September 30, 2020. The impairment losses are included in “(loss) income from partially owned entities” on our consolidated statements of income. The value of our real estate assets may continue to decline, which may result in additional non-cash impairment charges in future periods and that impact could be material. The extent of the COVID-19 pandemic's effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak and governmental responses thereto, all of which are uncertain and difficult to predict. Due to the speed with which the situation is developing, we are not able at this time to estimate the ultimate effect of these factors on our business but the adverse impact on our business, results of operations, financial condition and cash flows could be material. The potential effects of COVID-19 also could impact many of our risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2019 and give rise to additional risks and uncertainties currently not known to us or that we currently deem to be immaterial. However, the potential impact remains uncertain but that impact could be material to us.

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

Vornado Realty Trust

None.

Vornado Realty L.P.

During the quarter ended September 30, ~~2019,~~2020, we issued ~~5,876~~ 8,536Class A units in connection with equity 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, and consideration received included ~~$356,820~~$299,272 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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.


EXHIBIT INDEX
Exhibit No.

~~EXHIBIT INDEX~~
~~Exhibit No.~~
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.INS~~101	—	~~XBRL Instance Document of~~The following financial information from Vornado Realty Trust and Vornado Realty L.P. ~~- the instance document does~~ ~~not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL~~ ~~document.~~ Quarterly Report
~~101.SCH~~	—	~~XBRL Taxonomy Extension Schema~~ on Form 10-Q for the quarter ended September 30, 2020 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.
104	—	The cover page from the Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for
~~101.CAL~~	—	~~XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust~~ the quarter ended September 30, 2020, formatted as iXBRL and ~~Vornado Realty L.P.~~contained in Exhibit 101
~~101.DEF~~	—	~~XBRL 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.~~

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: November 2, 2020			By:	~~VORNADO REALTY TRUST~~
		~~(Registrant)~~


~~Date: October 28, 2019~~	~~By:~~	/s/ Matthew Iocco
				Matthew Iocco, Chief Accounting Officer (duly authorized officer and principal accounting officer)

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: November 2, 2020			By:	~~VORNADO REALTY L.P.~~
		~~(Registrant)~~


~~Date: October 28, 2019~~	~~By:~~	/s/ Matthew Iocco
				Matthew Iocco, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

~~101~~92


Commission File Number:	001-11954	(Vornado Realty Trust)
Commission File Number:	001-34482	(Vornado Realty L.P.)



~~Commission File Number:~~	~~001-11954~~	~~(Vornado Realty Trust)~~
~~Commission File Number:~~	~~001-34482~~	~~(Vornado Realty L.P.)~~



888 Seventh Avenue,	New York,	New York	10019
(Address of principal executive offices) (Zip Code)



(Amounts in thousands)	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Net income	$	363,849		$	219,162		$	3,173,586		$	324,782
Other comprehensive income (loss):
Other comprehensive income (loss) of nonconsolidated subsidiaries	11			253			(949		)	989
(Reduction) increase in value of interest rate swaps and other	(9,954		)	623			(55,495		)	13,789
Amount reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary	—			—			(2,311		)	—
Comprehensive income	353,906			220,038			3,114,831			339,560
Less comprehensive (income) loss attributable to noncontrolling interests	(27,761		)	(16,037		)	(227,667		)	11,232
Comprehensive income attributable to Vornado	$	326,145		$	204,001		$	2,887,164		$	350,792


(Amounts in thousands)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Net income (loss)	$	68,736	$	363,849	$	(253,119)	$	3,173,586
Other comprehensive (loss) income:
Other comprehensive (loss) income of nonconsolidated subsidiaries	(15,634)		11		(15,626)		(949)
Increase (reduction) in value of interest rate swaps and other	7,926		(9,954)		(37,473)		(55,495)
Amounts reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary	0		0		0		(2,311)
Comprehensive income (loss)	61,028		353,906		(306,218)		3,114,831
Less comprehensive (income) loss attributable to noncontrolling interests	(2,516)		(27,761)		154,591		(227,667)
Comprehensive income (loss) attributable to Vornado	$	58,512	$	326,145	$	(151,627)	$	2,887,164



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



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



(212)			894-7000
(Registrants’ telephone number, including area code)



N/A
(Former name, former address and former fiscal year, if changed since last report)



(Amounts in thousands)	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions			Accumulated Other Comprehensive Loss			Non-controlling Interests in Consolidated Subsidiaries			Total Equity
	Shares	Amount		Shares	Amount		Additional Capital		Earnings Less Than Distributions			Accumulated Other Comprehensive Loss			Non-controlling Interests in Consolidated Subsidiaries			Total Equity
For the Three Months Ended September 30, 2019:
Balance, June 30, 2019	36,797	$	891,256	190,813	$	7,611	$	7,845,748	$	(1,845,995	)	$	(38,066	)	$	635,590		$	7,496,144
Net income attributable to Vornado	—	—		—	—		—		335,438			—			—			335,438
Net income attributable to noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—			—			5,774			5,774
Dividends on common shares ($0.66 per share)	—	—		—	—		—		(125,947		)	—			—			(125,947		)
Dividends on preferred shares (see Note 13 for dividends per share amounts)	—	—		—	—		—		(12,532		)	—			—			(12,532		)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		31	1		1,998		—			—			—			1,999
Under dividend reinvestment plan	—	—		6	1		356		—			—			—			357
Contributions:
Other	—	—		—	—		—		—			—			908			908
Distributions:
Real estate fund investments	—	—		—	—		—		—			—			(6		)	(6		)
Other	—	—		—	—		—		—			—			(7,086		)	(7,086		)
Deferred compensation shares and options	—	—		—	—		266		—			—			—			266
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—			11			—			11
Reduction in value of interest rate swaps	—	—		—	—		—		—			(9,953		)	—			(9,953		)
Adjustments to carry redeemable Class A units at redemption value	—	—		—	—		24,228		—			—			—			24,228
Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—			650			—			650
Other	—	—		—	—		1		1			(1		)	4			5
Balance, September 30, 2019	36,797	$	891,256	190,850	$	7,613	$	7,872,597	$	(1,649,035	)	$	(47,359	)	$	635,184		$	7,710,256


(Amounts in thousands, except per share amounts)													Non-controlling Interests in Consolidated Subsidiaries
											Accumulated Other Comprehensive Loss
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Three Months Ended September 30, 2020
Balance as of June 30, 2020	36,794	$	891,164	191,151	$	7,625	$	8,095,774	$	(2,415,500)	$	(82,646)	$	432,492	6,928,909

Net income attributable to Vornado	—	—		—	—		—		65,700		—		—		65,700
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		(1,019)		(1,019)
Dividends on common shares ($0.53 per share)	—	—		—	—		—		(101,311)		—		—		(101,311)
Dividends on preferred shares (see Note 13 for dividends per share amounts)	—	—		—	—		—		(12,530)		—		—		(12,530)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		100	4		3,582		—		—		—		3,586

Under dividend reinvestment plan	—	—		9	1		299		—		—		—		300
Contributions	—	—		—	—		—		—		—		358		358


Distributions	—	—		—	—		—		—		—		(14,987)		(14,987)
Conversion of Series A preferred shares to common shares	(1)	(7)		—	—		7		—		—		—		0
Deferred compensation shares and options	—	—		—	—		304		—		—		—		304

Other comprehensive loss of nonconsolidated subsidiaries	—	—		—	—		—		—		(15,634)		—		(15,634)
Increase in value of interest rate swaps	—	—		—	—		—		—		7,926		—		7,926

Redeemable Class A unit measurement adjustment	—	—		—	—		23,557		—		—		—		23,557
Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—		520		—		520
Other	—	(1)		1	(1)		1		6		—		1		6
Balance as of September 30, 2020	36,793	$	891,156	191,261	$	7,629	$	8,123,524	$	(2,463,635)	$	(89,834)	$	416,845	$	6,885,685


(Amounts in thousands, except unit amounts)	September 30, 2019			December 31, 2018			(Amounts in thousands, except unit amounts)	As of
								September 30, 2020		December 31, 2019
ASSETS							ASSETS
Real estate, at cost:							Real estate, at cost:
Land	$	2,602,039		$	3,306,280		Land	$	2,589,452	$	2,591,261
Buildings and improvements	7,888,950			10,110,992			Buildings and improvements	8,004,206		7,953,163
Development costs and construction in progress	1,805,846			2,266,491			Development costs and construction in progress	1,514,941		1,490,614
Moynihan Train Hall development expenditures	791,703			445,693			Moynihan Train Hall development expenditures	1,223,600		914,960
Leasehold improvements and equipment	121,164			108,427			Leasehold improvements and equipment	128,642		124,014
Total	13,209,702			16,237,883			Total	13,460,841		13,074,012
Less accumulated depreciation and amortization	(2,945,107		)	(3,180,175		)	Less accumulated depreciation and amortization	(3,155,416)		(3,015,958)
Real estate, net	10,264,595			13,057,708			Real estate, net	10,305,425		10,058,054
Right-of-use assets	370,604			—			Right-of-use assets	374,805		379,546
Cash and cash equivalents	1,132,491			570,916			Cash and cash equivalents	1,411,047		1,515,012
Restricted cash	113,065			145,989			Restricted cash	79,291		92,119
Marketable securities	35,751			152,198			Marketable securities	0		33,313
Tenant and other receivables	99,499			73,322			Tenant and other receivables	103,051		95,733
Investments in partially owned entities	4,023,820			858,113			Investments in partially owned entities	3,504,328		3,999,165
Real estate fund investments	306,596			318,758			Real estate fund investments	3,739		222,649
220 Central Park South condominium units ready for sale	288,135			99,627			220 Central Park South condominium units ready for sale	181,041		408,918
Receivable arising from the straight-lining of rents	743,646			935,131			Receivable arising from the straight-lining of rents	678,381		742,206
Deferred leasing costs, net of accumulated amortization of $191,299 and $207,529	360,608			400,313
Identified intangible assets, net of accumulated amortization of $99,623 and $172,114	30,773			136,781
Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229							Deferred leasing costs, net of accumulated amortization of $191,093 and $196,229	385,089		353,986
Identified intangible assets, net of accumulated amortization of $95,567 and $98,587							Identified intangible assets, net of accumulated amortization of $95,567 and $98,587	25,746		30,965
Other assets	446,516			431,938			Other assets	510,955		355,347
	$	18,216,099		$	17,180,794			$	17,562,898	$	18,287,013
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY							LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,640,895		$	8,167,798		Mortgages payable, net	$	5,639,151	$	5,639,897
Senior unsecured notes, net	445,668			844,002			Senior unsecured notes, net	446,482		445,872
Unsecured term loan, net	745,585			744,821			Unsecured term loan, net	796,499		745,840
Unsecured revolving credit facilities	655,000			80,000			Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	490,978			—			Lease liabilities	425,646		498,254
Moynihan Train Hall obligation	791,703			445,693			Moynihan Train Hall obligation	1,223,600		914,960
Special distribution payable							Special distribution payable	0		398,292
Accounts payable and accrued expenses	453,331			430,976			Accounts payable and accrued expenses	430,446		440,049
Deferred revenue	62,583			167,730			Deferred revenue	45,473		59,429
Deferred compensation plan	99,677			96,523			Deferred compensation plan	98,543		103,773
Other liabilities	266,090			311,806			Other liabilities	302,622		265,754
Total liabilities	9,651,510			11,289,349			Total liabilities	9,983,462		10,087,120
Commitments and contingencies							Commitments and contingencies
Redeemable partnership units:
Class A units - 13,346,927 and 12,544,477 units outstanding	849,798			778,134
Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding	4,535			5,428
Total redeemable partnership units	854,333			783,562
Redeemable noncontrolling interests:							Redeemable noncontrolling interests:
Class A units - 13,670,466 and 13,298,956 units outstanding							Class A units - 13,670,466 and 13,298,956 units outstanding	594,934		884,380
Series D cumulative redeemable preferred units - 141,401 units outstanding							Series D cumulative redeemable preferred units - 141,401 units outstanding	4,535		4,535
Total redeemable noncontrolling partnership units							Total redeemable noncontrolling partnership units	599,469		888,915
Redeemable noncontrolling interest in a consolidated subsidiary							Redeemable noncontrolling interest in a consolidated subsidiary	94,282		0
Total redeemable noncontrolling interests							Total redeemable noncontrolling interests	693,751		888,915
Partners' equity:							Partners' equity:
Partners' capital	8,771,466			8,624,751			Partners' capital	9,022,309		8,726,529
Earnings less than distributions	(1,649,035		)	(4,167,184		)	Earnings less than distributions	(2,463,635)		(1,954,266)
Accumulated other comprehensive (loss) income	(47,359		)	7,664
Accumulated other comprehensive loss							Accumulated other comprehensive loss	(89,834)		(40,233)
Total partners' equity	7,075,072			4,465,231			Total partners' equity	6,468,840		6,732,030
Noncontrolling interests in consolidated subsidiaries	635,184			642,652			Noncontrolling interests in consolidated subsidiaries	416,845		578,948
Total equity	7,710,256			5,107,883			Total equity	6,885,685		7,310,978
	$	18,216,099		$	17,180,794			$	17,562,898	$	18,287,013



(Amounts in thousands)	Preferred Units			Class A Units Owned by Vornado			Earnings Less Than Distributions			Accumulated Other Comprehensive Loss			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
	Units	Amount		Units	Amount		Earnings Less Than Distributions			Accumulated Other Comprehensive Loss			Non- controlling Interests in Consolidated Subsidiaries			Total Equity
For the Three Months Ended September 30, 2019:
Balance, June 30, 2019	36,797	$	891,256	190,813	$	7,853,359	$	(1,845,995	)	$	(38,066	)	$	635,590		$	7,496,144
Net income attributable to Vornado Realty L.P.	—	—		—	—		358,075			—			—			358,075
Net income attributable to redeemable partnership units	—	—		—	—		(22,637		)	—			—			(22,637		)
Net income attributable to noncontrolling interests in consolidated subsidiaries	—	—		—	—		—			—			5,774			5,774
Distributions to Vornado ($0.66 per unit)	—	—		—	—		(125,947		)	—			—			(125,947		)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts)	—	—		—	—		(12,532		)	—			—			(12,532		)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		31	1,999		—			—			—			1,999
Under Vornado's dividend reinvestment plan	—	—		6	357		—			—			—			357
Contributions:
Other	—	—		—	—		—			—			908			908
Distributions:
Real estate fund investments	—	—		—	—		—			—			(6		)	(6		)
Other	—	—		—	—		—			—			(7,086		)	(7,086		)
Conversion of Series A preferred units to Class A units	—	—		—	—		—			—			—			—
Deferred compensation units and options	—	—		—	266		—			—			—			266
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—			11			—			11
Reduction in value of interest rate swaps	—	—		—	—		—			(9,953		)	—			(9,953		)
Adjustments to carry redeemable Class A units at redemption value	—	—		—	24,228		—			—			—			24,228
Redeemable partnership units' share of above adjustments	—	—		—	—		—			650			—			650
Deconsolidation of partially owned entity	—	—		—	—		—			—			—			—
Other	—	—		—	1		1			(1		)	4			5
Balance, September 30, 2019	36,797	$	891,256	190,850	$	7,880,210	$	(1,649,035	)	$	(47,359	)	$	635,184		$	7,710,256


(Amounts in thousands, except per unit amounts)																								(Amounts in thousands, except per unit amounts)													Accumulated Other Comprehensive Income (Loss)				Non- controlling Interests in Consolidated Subsidiaries
																										Preferred Units					Class A Units Owned by Vornado			Earnings Less Than Distributions									Total Equity
																										Units			Amount		Units	Amount								Non- controlling Interests in Consolidated Subsidiaries
(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
For the Nine Months Ended September 30, 2019:												For the Nine Months Ended September 30, 2019:
Balance as of December 31, 2018																								Balance as of December 31, 2018		36,800			$	891,294	190,535	$	7,733,457		$	(4,167,184)		$	7,664					$	642,652			$	5,107,883
	Units		Amount			Units	Amount					Earnings Less Than Distributions				Accumulated Other Comprehensive Income				Non- controlling Interests in Consolidated Subsidiaries				Total Equity
For the Nine Months Ended September 30, 2018:
Balance, December 31, 2017	36,800		$	891,988		189,984	$	7,500,235	$	(4,183,253	)		$	128,682									$		670,049		$	5,007,701
Cumulative effect of accounting change	—		—			—	—		122,893				(108,374		)		—				14,519
Net income attributable to Vornado Realty L.P.	—		—			—	—		355,919				—				—				355,919			Net income attributable to Vornado Realty L.P.		—			—		—	—		3,139,541			—				—					3,139,541
Net income attributable to redeemable partnership units	—		—			—	—		(18,992		)		—				—				(18,992		)	Net income attributable to redeemable partnership units		—			—		—	—		(197,354)			—				—					(197,354)
Net loss attributable to noncontrolling interests in consolidated subsidiaries	—		—			—	—		—				—				(31,137		)		(31,137		)
Distributions to Vornado ($1.89 per unit)	—		—			—	—		(359,456		)		—				—				(359,456		)
Net income attributable to noncontrolling interests in consolidated subsidiaries																								Net income attributable to noncontrolling interests in consolidated subsidiaries		—			—		—	—		—			—				34,045					34,045
Distributions to Vornado ($1.98 per unit)																								Distributions to Vornado ($1.98 per unit)		—			—		—	—		(377,750)			—				—					(377,750)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts)	—		—			—	—		(38,103		)		—				—				(38,103		)	Distributions to preferred unitholders (see Note 13 for distributions per unit amounts)		—			—		—	—		(37,598)			—				—					(37,598)
Preferred unit issuance costs	—		(663		)	—	—		(14,486		)		—				—				(15,149		)
Class A units issued to Vornado:																								Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—		—			201	14,089		—				—				—				14,089			Upon redemption of redeemable Class A units, at redemption value		—			—		123	8,128		—			—				—					8,128
Under Vornado's employees' share option plan	—		—			77	4,226		—				—				—				4,226			Under Vornado's employees' share option plan		—			—		165	1,345		(8,692)			—				—					(7,347)
Under Vornado's dividend reinvestment plan	—		—			15	1,036		—				—				—				1,036			Under Vornado's dividend reinvestment plan		—			—		16	1,058		—			—				—					1,058
Contributions:																								Contributions:
Real estate fund investments	—		—			—	—		—				—				46,942				46,942			Real estate fund investments		—			—		—	—		—			—				3,384					3,384
Other	—		—			—	—		—				—				14,577				14,577			Other		—			—		—	—		—			—				5,839					5,839

Distributions:																								Distributions:
Real estate fund investments	—		—			—	—		—				—				(12,665		)		(12,665		)	Real estate fund investments		—			—		—	—		—			—				(6)					(6)
Other	—		—			—	—		—				—				(28,173		)		(28,173		)	Other		—			—		—	—		—			—				(39,290)					(39,290)
Conversion of Series A preferred units to Class A units	(1	)	(31		)	2	31		—				—				—				—
Preferred unit issuance																								Preferred unit issuance		(2)			(38)		3	38		—			—				—					0
Deferred compensation units and options	—		—			7	871		(121		)		—				—				750			Deferred compensation units and options		—			—		8	829		—			—				—					829
Pro rata share of other comprehensive income of nonconsolidated subsidiaries	—		—			—	—		—				989				—				989
Increase in value of interest rate swaps	—		—			—	—		—				13,789				—				13,789
Unearned 2015 Out-Performance Plan awards acceleration	—		—			—	9,046		—				—				—				9,046
Adjustments to carry redeemable Class A units at redemption value	—		—			—	57,970		—				—				—				57,970
Amount reclassified related to a nonconsolidated subsidiary																								Amount reclassified related to a nonconsolidated subsidiary		—			—		—	—		—			(2,311)				—					(2,311)
Other comprehensive loss of nonconsolidated subsidiaries																								Other comprehensive loss of nonconsolidated subsidiaries		—			—		—	—		—			(949)				—					(949)
Reduction in value of interest rate swaps																								Reduction in value of interest rate swaps		—			—		—	—		—			(55,497)				—					(55,497)
Unearned 2016 Out-Performance Plan awards acceleration																								Unearned 2016 Out-Performance Plan awards acceleration		—			—		—	11,720		—			—				—					11,720
Redeemable Class A unit measurement adjustment																								Redeemable Class A unit measurement adjustment		—			—		—	123,635		—			—				—					123,635
Redeemable partnership units' share of above adjustments	—		—			—	—		—				(913		)		—				(913		)	Redeemable partnership units' share of above adjustments		—			—		—	—		—			3,732				—					3,732
Deconsolidation of partially owned entity																								Deconsolidation of partially owned entity		—			—		—	—		—			—				(11,441)					(11,441)
Other	—		—			—	548		(3		)		—				(1		)		544			Other		(1)			—		—	—		2			2				1					5
Balance, September 30, 2018	36,799		$	891,294		190,286	$	7,588,052	$	(4,135,602	)		$	34,173			$	659,592			$	5,037,509
Balance as of September 30, 2019																								Balance as of September 30, 2019		36,797			$	891,256	190,850	$	7,880,210	$	(1,649,035)		$	(47,359)			$	635,184				$	7,710,256


◦	~~Lease termination income is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term in accordance with ASC 842.~~


◦	Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when the rooms are made available for the guest, in accordance with ASC 842.


◦	Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows when the trade show booths are made available for use by the exhibitors, in accordance with ASC 842.


◦	Tenant services revenue arises from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred in accordance with ASC Topic 606, ~~Revenue from Contracts with Customers~~ ~~("ASC 606").~~


~~(1)~~(Amounts in thousands)	~~Due to~~For the ~~disputed additional Transfer Tax related to the March 2011 acquisition~~Nine Months Ended September 30, 2020
Balance as of ~~One Park Avenue which was recorded~~December 31, 2019	$	33,313
Sale of marketable securities on January 23, 2020	(28,375)
Decrease in fair value of marketable securities(1)	(4,938)
Balance as ~~a result~~ of the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision in the first quarter of 2018. We appealed the Tax Tribunal's decision to the New York State Supreme Court, Appellate Division, First Department ("Appellate Division"). Our appeal was heard on April 2, 2019, and on April 25, 2019 the Appellate Division entered a unanimous decision and order that confirmed the decision of the Tax Tribunal and dismissed our appeal. On June 20, 2019, we filed a motion to reargue the Appellate Division's decision with the appellate court.September 30, 2020	$	0


~~(1)~~	~~Included in “interest and other investment income, net” on our consolidated statements of income (see Note 18 -~~ ~~Interest and Other Investment Income, Net~~).


(Amounts in thousands)	Percentage Ownership at September 30, 2020	Balance as of
		September 30, 2020		December 31, 2019
Investments:
Fifth Avenue and Times Square JV	51.5%	$	2,811,374	$	3,291,231
Partially owned office buildings/land(1)	Various	467,498		464,109
Alexander’s	32.4%	84,534		98,543
Other investments(2)	Various	140,922		145,282
		$	3,504,328	$	3,999,165

Investments in partially owned entities included in other liabilities(3):
7 West 34th Street	53.0%	$	(54,096)	$	(54,004)
85 Tenth Avenue	49.9%	(11,142)		(6,186)
		$	(65,238)	$	(60,190)


7.	8. Investments ~~in Partially Owned Entities - continued~~



(Amounts in thousands)	Percentage Ownership at September 30, 2019	Balance as of
	Percentage Ownership at September 30, 2019	September 30, 2019			December 31, 2018
Investments:
Fifth Avenue and Times Square JV (see page 30 for details)	51.5%	$	3,308,363		$	—
Partially owned office buildings/land⁽¹⁾	Various	467,787			499,005
Alexander’s	32.4%	101,228			107,983
PREIT⁽²⁾	N/A	—			59,491
UE⁽³⁾	N/A	—			45,344
Other investments⁽⁴⁾	Various	146,442			146,290
		$	4,023,820		$	858,113

Investments in partially owned entities included in other liabilities⁽⁵⁾:
330 Madison Avenue⁽⁶⁾	N/A	$	—		$	(58,117	)
7 West 34th Street	53.0%	(52,222		)	(51,579		)
85 Tenth Avenue	49.9%	(5,814		)	—
		$	(58,036	)	$	(109,696	)


~~(1)~~	~~Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.~~


~~(2)~~	~~On March 12, 2019, we converted all of our PREIT operating partnership units into common shares and began accounting for our investment as a marketable security in accordance with ASC 321 (see Note~~ 6 - ~~Marketable Securities~~).


~~(4)~~	~~Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street and others.~~


~~(5)~~	~~Our negative basis results from distributions in excess of our investment.~~


(Amounts in thousands)	Percentage Ownership at September 30, 2019	For the Three Months Ended September 30,					For the Nine Months Ended September 30,						(Amounts in thousands)	Percentage Ownership at September 30, 2020			For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2019			2018		2019			2018					2020				2019				2020				2019
Our share of net income (loss):
Fifth Avenue and Times Square JV (see page 30 for details):
Our share of net (loss) income:													Our share of net (loss) income:
Fifth Avenue and Times Square JV (see page 28 for details)(1):													Fifth Avenue and Times Square JV (see page 28 for details)(1):
Non-cash impairment loss													Non-cash impairment loss				$	(107,023)			$	0			$	(413,349)			$	0
Return on preferred equity, net of our share of the expense													Return on preferred equity, net of our share of the expense				9,430				9,545				27,926				18,131
Equity in net income	51.5%	$	9,891		$	—	$	21,108		$	—		Equity in net income	51.5%			7,694				9,891				13,631		(2)		21,108
Return on preferred equity, net of our share of the expense		9,545			—		18,131			—
		19,436			—		39,239			—							(89,899)				19,436				(371,792)				39,239
Alexander's (see page 31 for details):
Alexander's (see page 29 for details):													Alexander's (see page 29 for details):
Equity in net income⁽¹⁾⁽³⁾	32.4%	5,393			4,278		14,707			7,215			32.4%			2,075				5,393				7,420				14,707
Management, leasing and development fees		1,299			1,149		3,478			3,378			Management, leasing and development fees				1,296				1,299				3,778				3,478
		6,692			5,427		18,185			10,593							3,371				6,692				11,198				18,185

Partially owned office buildings⁽²⁾⁽⁴⁾	Various	(186		)	735		(1,531		)	(1,546		)	Various			6,418				(186)				8,550				(1,531)

Other investments⁽³⁾⁽⁵⁾	Various	4			1,044		246			(2,988		)	Various			(799)				4				(1,635)				246

		$	25,946		$	7,206	$	56,139		$	6,059						$	(80,909)			$	25,946			$	(353,679)			$	56,139



(Amounts in thousands)
2020	$	16,643
2021	11,934
2022	8,792
2023	6,261
2024	2,518


(Amounts in thousands)
2021	$	10,909
2022	9,366
2023	6,837
2024	3,092
2025	1,539



(Amounts in thousands)
2020	$	6,300
2021	4,763
2022	3,050
2023	2,964
2024	2,351


(Amounts in thousands)	Weighted Average Interest Rate at September 30, 2020	Balance as of
		September 30, 2020		December 31, 2019
Mortgages Payable:
Fixed rate	3.69%	$	3,886,714	$	4,601,516
Variable rate	1.81%	1,774,418		1,068,500
Total	3.10%	5,661,132		5,670,016
Deferred financing costs, net and other		(21,981)		(30,119)
Total, net		$	5,639,151	$	5,639,897
Unsecured Debt:
Senior unsecured notes	3.50%	$	450,000	$	450,000
Deferred financing costs, net and other		(3,518)		(4,128)
Senior unsecured notes, net		446,482		445,872

Unsecured term loan	3.70%	800,000		750,000
Deferred financing costs, net and other		(3,501)		(4,160)
Unsecured term loan, net		796,499		745,840

Unsecured revolving credit facilities	1.05%	575,000		575,000

Total, net		$	1,817,981	$	1,766,712



(Amounts in thousands)	Weighted Average Interest Rate at September 30, 2019	Balance as of
	Weighted Average Interest Rate at September 30, 2019	September 30, 2019			December 31, 2018
Mortgages Payable:
Fixed rate	3.52%	$	4,605,475		$	5,003,465
Variable rate	3.65%	1,068,196			3,212,382
Total	3.55%	5,673,671			8,215,847
Deferred financing costs, net and other		(32,776		)	(48,049		)
Total, net		$	5,640,895		$	8,167,798

Unsecured Debt:
Senior unsecured notes	3.50%	$	450,000		$	850,000
Deferred financing costs, net and other		(4,332		)	(5,998		)
Senior unsecured notes, net		445,668			844,002

Unsecured term loan	3.87%	750,000			750,000
Deferred financing costs, net and other		(4,415		)	(5,179		)
Unsecured term loan, net		745,585			744,821

Unsecured revolving credit facilities	2.96%	655,000			80,000

Total, net		$	1,846,253		$	1,668,823


~~12.~~	Redeemable Noncontrolling ~~Interests/Redeemable~~ Partnership Units


(Per share/unit)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				(Per share/unit)	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018			2020		2019		2020		2019
Shares/Units:									Shares/Units:
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units	$	0.66	$	0.63	$	1.98	$	1.89	Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units	$	0.53	$	0.66	$	1.85	$	1.98
Convertible Preferred⁽¹⁾:									Convertible Preferred(1):
6.5% Series A: authorized 83,977 shares/units⁽²⁾	0.8125		0.8125		2.4375		2.4375
6.5% Series A: authorized 13,402 and 83,977 shares/units(2)									6.5% Series A: authorized 13,402 and 83,977 shares/units(2)	0.8125		0.8125		2.4375		2.4375
Cumulative Redeemable Preferred⁽¹⁾:									Cumulative Redeemable Preferred(1):
5.70% Series K: authorized 12,000,000 shares/units⁽³⁾	0.3563		0.3563		1.0689		1.0689		5.70% Series K: authorized 12,000,000 shares/units(3)	0.3563		0.3563		1.0689		1.0689
5.40% Series L: authorized 12,000,000 shares/units⁽³⁾	0.3375		0.3375		1.0125		1.0125
5.25% Series M: authorized 12,780,000 shares/units⁽³⁾	0.3281		0.3281		0.9843		0.9843
5.40% Series L: authorized 13,800,000 shares/units(3)									5.40% Series L: authorized 13,800,000 shares/units(3)	0.3375		0.3375		1.0125		1.0125
5.25% Series M: authorized 13,800,000 shares/units(3)									5.25% Series M: authorized 13,800,000 shares/units(3)	0.3281		0.3281		0.9843		0.9843