UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-Q
(Mark one)
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: 
March 31,June 30, 2020
 
 Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to 
 
Commission File Number:001-11954(Vornado Realty Trust)
Commission File Number:001-34482(Vornado Realty L.P.)

Vornado Realty Trust
Vornado Realty L.P.
   
(Exact name of registrants as specified in its charter)
Vornado Realty Trust Maryland 22-1657560
  (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
     
Vornado Realty L.P. Delaware 13-3925979
  (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
888 Seventh Avenue,New York,New York10019
(Address of principal executive offices) (Zip Code)
(212)894-7000
(Registrants’ telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Vornado Realty Trust: Yes ☑  No ☐    Vornado Realty L.P.: Yes ☑  No ☐ 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
Vornado Realty Trust: Yes ☑  No ☐    Vornado Realty L.P.: Yes ☑  No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Vornado Realty Trust:  
 ☑Large Accelerated Filer ☐Accelerated Filer
 ☐Non-Accelerated Filer ☐Smaller Reporting Company
    ☐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:    
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 March 31,June 30, 2020, 191,115,726191,151,142 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 March 31,June 30, 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 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/Redeemable Partnership UnitsInterests
•
Note 13. Shareholders' Equity/Partners' Capital
•
Note 19.20. (Loss) Income Per Share/(Loss) Income Per Class A Unit
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

PART I.Financial Information: Page Number
     
 
Item 1.
Financial Statements of Vornado Realty Trust:
  
     
  Consolidated Balance Sheets (Unaudited) as of March 31,June 30, 2020 and December 31, 2019 
6
     
  Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended March 31,June 30, 2020 and 2019 
7
     
  Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended March 31,June 30, 2020 and 2019 
8
     
  Consolidated Statements of Changes in Equity (Unaudited) for the Three and Six Months Ended March 31,June 30, 2020 and 2019 
9
     
  Consolidated Statements of Cash Flows (Unaudited) for the ThreeSix Months Ended March 31,June 30, 2020 and 2019 
1113
     
  
Financial Statements of Vornado Realty L.P.:
  
     
  Consolidated Balance Sheets (Unaudited) as of March 31,June 30, 2020 and December 31, 2019 
1315
     
  Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended March 31,June 30, 2020 and 2019 
1416
     
  Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended March 31,June 30, 2020 and 2019 
1517
     
  Consolidated Statements of Changes in Equity (Unaudited) for the Three and Six Months Ended March 31,June 30, 2020 and 2019 
1618
     
  Consolidated Statements of Cash Flows (Unaudited) for the ThreeSix Months Ended March 31,June 30, 2020 and 2019 
1822
     
  Vornado Realty Trust and Vornado Realty L.P.:  
     
  
Notes to Consolidated Financial Statements (Unaudited)
 
2024
     
  
Reports of Independent Registered Public Accounting Firm
 
4148
     
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
4350
     
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
6988
     
 
Item 4.
Controls and Procedures
 
7089
     
PART II.Other Information:  
     
 
Item 1.
Legal Proceedings
 
7189
     
 
Item 1A.
Risk Factors
 
7190
     
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
7291
     
 
Item 3.
Defaults Upon Senior Securities
 
7291
     
 
Item 4.
Mine Safety Disclosures
 
7291
     
 
Item 5.
Other Information
 
7291
     
 
Item 6.
Exhibits
 
7291
     
EXHIBIT INDEX
 
7392
     
SIGNATURES
 
7493
 
 
 

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

(Amounts in thousands, except unit, share, and per share amounts)As ofAs of
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
ASSETS      
Real estate, at cost:      
Land$2,589,800
 $2,591,261
$2,588,200
 $2,591,261
Buildings and improvements7,946,523
 7,953,163
7,975,871
 7,953,163
Development costs and construction in progress1,532,828
 1,490,614
1,541,432
 1,490,614
Moynihan Train Hall development expenditures972,199
 914,960
1,087,669
 914,960
Leasehold improvements and equipment126,910
 124,014
127,685
 124,014
Total13,168,260
 13,074,012
13,320,857
 13,074,012
Less accumulated depreciation and amortization(3,049,609) (3,015,958)(3,106,393) (3,015,958)
Real estate, net10,118,651
 10,058,054
10,214,464
 10,058,054
Right-of-use assets378,257
 379,546
376,958
 379,546
Cash and cash equivalents1,586,738
 1,515,012
1,768,459
 1,515,012
Restricted cash80,570
 92,119
94,882
 92,119
Marketable securities—
 33,313
—
 33,313
Tenant and other receivables115,795
 95,733
118,273
 95,733
Investments in partially owned entities3,970,791
 3,999,165
3,648,651
 3,999,165
Real estate fund investments45,129
 222,649
17,453
 222,649
220 Central Park South condominium units ready for sale393,417
 408,918
426,623
 408,918
Receivable arising from the straight-lining of rents731,807
 742,206
692,931
 742,206
Deferred leasing costs, net of accumulated amortization of $188,976 and $196,229353,467
 353,986
Identified intangible assets, net of accumulated amortization of $100,298 and $98,58729,123
 30,965
Deferred leasing costs, net of accumulated amortization of $186,740 and $196,229348,473
 353,986
Identified intangible assets, net of accumulated amortization of $97,489 and $98,58727,660
 30,965
Other assets405,914
 355,347
307,620
 355,347
$18,209,659
 $18,287,013
$18,042,447
 $18,287,013
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY      
Mortgages payable, net$5,643,707
 $5,639,897
$5,638,352
 $5,639,897
Senior unsecured notes, net446,076
 445,872
446,279
 445,872
Unsecured term loan, net795,974
 745,840
796,236
 745,840
Unsecured revolving credit facilities1,075,000
 575,000
1,075,000
 575,000
Lease liabilities497,531
 498,254
426,059
 498,254
Moynihan Train Hall obligation972,199
 914,960
1,087,669
 914,960
Special dividend/distribution payable—
 398,292
—
 398,292
Accounts payable and accrued expenses407,598
 440,049
385,956
 440,049
Deferred revenue54,992
 59,429
49,386
 59,429
Deferred compensation plan90,888
 103,773
94,081
 103,773
Other liabilities308,683
 265,754
395,604
 265,754
Total liabilities10,292,648
 10,087,120
10,394,622
 10,087,120
Commitments and contingencies

 


 

Redeemable noncontrolling interests:      
Class A units - 13,748,709 and 13,298,956 units outstanding619,264
 884,380
Class A units - 13,773,407 and 13,298,956 units outstanding620,269
 884,380
Series D cumulative redeemable preferred units - 141,401 units outstanding4,535
 4,535
4,535
 4,535
Total redeemable noncontrolling partnership units624,804
 888,915
Redeemable noncontrolling interest in a consolidated subsidiary94,112
 —
Total redeemable noncontrolling interests623,799
 888,915
718,916
 888,915
Shareholders' equity:      
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,795,540 and 36,795,640 shares891,211
 891,214
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,115,726 and 190,985,677 shares7,624
 7,618
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,793,694 and 36,795,640 shares891,164
 891,214
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,151,142 and 190,985,677 shares7,625
 7,618
Additional capital8,112,523
 7,827,697
8,095,774
 7,827,697
Earnings less than distributions(2,091,612) (1,954,266)(2,415,500) (1,954,266)
Accumulated other comprehensive loss(82,719) (40,233)(82,646) (40,233)
Total shareholders' equity6,837,027
 6,732,030
6,496,417
 6,732,030
Noncontrolling interests in consolidated subsidiaries456,185
 578,948
432,492
 578,948
Total equity7,293,212
 7,310,978
6,928,909
 7,310,978
$18,209,659
 $18,287,013
$18,042,447
 $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 March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
REVENUES:          
Rental revenues$401,274
 $499,877
$315,194
 $421,299
 $716,468
 $921,176
Fee and other income43,258
 34,791
27,832
 41,804
 71,090
 76,595
Total revenues444,532
 534,668
343,026
 463,103
 787,558
 997,771
EXPENSES:          
Operating(230,007) (246,895)(174,425) (220,752) (404,432) (467,647)
Depreciation and amortization(92,793) (116,709)(92,805) (113,035) (185,598) (229,744)
General and administrative(52,834) (58,020)(35,014) (38,872) (87,848) (96,892)
Benefit (expense) from deferred compensation plan liability11,245
 (5,433)
Transaction related costs and other(71) (149)
(Expense) benefit from deferred compensation plan liability(6,356) (1,315) 4,889
 (6,748)
Lease liability extinguishment gain (transaction related costs and impairment losses)69,221
 (101,590) 69,150
 (101,739)
Total expenses(364,460) (427,206)(239,379) (475,564) (603,839) (902,770)
          
Income from partially owned entities19,103
 7,320
(Loss) income from partially owned entities(291,873) 22,873
 (272,770) 30,193
Loss from real estate fund investments(183,463) (167)(28,042) (15,803) (211,505) (15,970)
Interest and other investment (loss) income, net(5,904) 5,045
(2,893) 7,840
 (8,797) 12,885
(Loss) income from deferred compensation plan assets(11,245) 5,433
Income (loss) from deferred compensation plan assets6,356
 1,315
 (4,889) 6,748
Interest and debt expense(58,842) (102,463)(58,405) (63,029) (117,247) (165,492)
Net gain on transfer to Fifth Avenue and Times Square JV—
 2,571,099
 —
 2,571,099
Net gains on disposition of wholly owned and partially owned assets68,589
 220,294
55,695
 111,713
 124,284
 332,007
(Loss) income before income taxes(91,690) 242,924
(215,515) 2,623,547
 (307,205) 2,866,471
Income tax expense(12,813) (29,743)(1,837) (26,914) (14,650) (56,657)
(Loss) income from continuing operations(104,503) 213,181
(217,352) 2,596,633
 (321,855) 2,809,814
Loss from discontinued operations—
 (137)
Income (loss) from discontinued operations—
 60
 —
 (77)
Net (loss) income(104,503) 213,044
(217,352) 2,596,693
 (321,855) 2,809,737
Less net loss (income) attributable to noncontrolling interests in:          
Consolidated subsidiaries122,387
 (6,820)17,768
 (21,451) 140,155
 (28,271)
Operating Partnership(390) (12,202)14,364
 (162,515) 13,974
 (174,717)
Net income attributable to Vornado17,494
 194,022
Net (loss) income attributable to Vornado(185,220) 2,412,727
 (167,726) 2,606,749
Preferred share dividends(12,531) (12,534)(12,530) (12,532) (25,061) (25,066)
NET INCOME attributable to common shareholders$4,963
 $181,488
NET (LOSS) INCOME attributable to common shareholders$(197,750) $2,400,195
 $(192,787) $2,581,683
          
INCOME PER COMMON SHARE - BASIC:   
Net income per common share$0.03
 $0.95
(LOSS) INCOME PER COMMON SHARE - BASIC:       
Net (loss) income per common share$(1.03) $12.58
 $(1.01) $13.53
Weighted average shares outstanding191,038
 190,689
191,104
 190,781
 191,071
 190,735
          
INCOME PER COMMON SHARE - DILUTED:   
Net income per common share$0.03
 $0.95
(LOSS) INCOME PER COMMON SHARE - DILUTED:       
Net (loss) income per common share$(1.03) $12.56
 $(1.01) $13.51
Weighted average shares outstanding191,113
 190,996
191,104
 191,058
 191,071
 191,030
See notes to consolidated financial statements (unaudited).


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Net (loss) income$(104,503) $213,044
$(217,352) $2,596,693
 $(321,855) $2,809,737
Other comprehensive (loss) income:   
Reduction in value of interest rate swaps(45,477) (17,029)
Other comprehensive income (loss):       
Increase (reduction) in value of interest rate swaps and other78
 (28,512) (45,399) (45,541)
Other comprehensive income (loss) of nonconsolidated subsidiaries8
 (985)—
 25
 8
 (960)
Amounts reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary—
 (2,311)—
 —
 —
 (2,311)
Comprehensive (loss) income(149,972) 192,719
(217,274) 2,568,206
 (367,246) 2,760,925
Less comprehensive loss (income) attributable to noncontrolling interests124,980
 (17,746)32,127
 (182,160) 157,107
 (199,906)
Comprehensive (loss) income attributable to Vornado$(24,992) $174,973
$(185,147) $2,386,046
 $(210,139) $2,561,019
See notes to consolidated financial statements (unaudited).


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

(Amounts in thousands, except per share amounts)(Amounts in thousands, except per share amounts)         Accumulated
Other
Comprehensive
(Loss) Income		 Non-controlling Interests in Consolidated Subsidiaries  (Amounts in thousands, except per share amounts)         Accumulated
Other
Comprehensive
Loss		 Non-controlling Interests in Consolidated Subsidiaries  
 Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total Equity Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total Equity
 Shares Amount Shares Amount Accumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated Subsidiaries Shares Amount Shares Amount Accumulated
Other
Comprehensive
Loss		Non-controlling Interests in Consolidated Subsidiaries
Balance as of December 31, 2019 36,796
 $891,214
 190,986
 $7,618
 $7,827,697
 $(1,954,266) $(40,233)$578,948
$7,310,978
Cumulative effect of accounting change (see Note 4) —
 —
 —
 —
 —
 (16,064) —
—
(16,064)
Net income attributable to Vornado —
 —
 —
 —
 —
 17,494
 —
 —
 17,494
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 (122,387) (122,387)
For the Three Months Ended June 30, 2020:                  
Balance as of March 31, 2020 36,796
 $891,211
 191,116
 $7,624
 $8,112,523
 $(2,091,612) $(82,719) $456,185
 $7,293,212
Net loss attributable to Vornado —
 —
 —
 —
 —
 (185,220) —
 —
 (185,220)
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 (17,904) (17,904)
Dividends on common shares ($0.66 per share) —
 —
 —
 —
 —
 (126,106) —
 —
 (126,106) —
 —
 —
 —
 —
 (126,141) —
 —
 (126,141)
Dividends on preferred shares (see Note 13 for dividends per share amounts) —
 —
 —
 —
 —
 (12,531) —
 —
 (12,531) —
 —
 —
 —
 —
 (12,530) —
 —
 (12,530)
Common shares issued:                 
                 
Upon redemption of Class A units, at redemption value —
 —
 27
 1
 1,639
 —
 —
 —
 1,640
 —
 —
 22
 1
 823
 —
 —
 —
 824
Under employees' share option plan —
 —
 69
 3
 3,514
 —
 —
 —
 3,517
Under dividend reinvestment plan —
 —
 21
 1
 1,381
 —
 —
 —
 1,382
 —
 —
 10
 —
 368
 —
 —
 —
 368
Contributions:               

 

Real estate fund investments —
 —
 —
 —
 —
 —
 —
 3,389
 3,389
Other —
 —
 —
 —
 —
 —
 —
 1,397
 1,397
Contributions —
 —
 —
 —
 —
 —
 —
 1,082
 1,082
Distributions —
 —
 —
 —
 —
 —
 —
 (5,235) (5,235) —
 —
 —
 —
 —
 —
 —
 (5,295) (5,295)
Conversion of Series A preferred shares to common shares —
 (3) —
 —
 3
 —
 —
 —
 —
 (2) (47) 4
 —
 47
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 13
 1
 297
 (137) —
 —
 161
 —
 —
 —
 —
 304
 —
 —
 —
 304
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 8
 —
 8
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (45,477) —
 (45,477)
Unearned 2017 Out-Performance Plan awards acceleration —
 —
 —
 —
 10,824
 —
 —
 —
 10,824
Increase in value of interest rate swaps —
 —
 —
 —
 —
 —
 78
 —
 78
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 267,170
 —
 —
 —
 267,170
 —
 —
 —
 —
 (18,291) —
 —
 —
 (18,291)
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 2,983
 —
 2,983
 —
 —
 —
 —
 —
 —
 (5) —
 (5)
Other —
 —
 —
 —
 (2) (2) —
 73
 69
 —
 —
 (1) —
 —
 3
 —
 (1,576) (1,573)
Balance as of March 31, 2020 36,796
 $891,211
 191,116
 $7,624
 $8,112,523
 $(2,091,612) $(82,719) $456,185
 $7,293,212
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
See notes to consolidated financial statements (unaudited).













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

(Amounts in thousands, except per share amounts)(Amounts in thousands, except per share amounts)         
Accumulated
Other
Comprehensive
Income (Loss)
 Non-controlling Interests in Consolidated Subsidiaries  (Amounts in thousands, except per share amounts)         
Accumulated
Other
Comprehensive
Loss
 Non-controlling Interests in Consolidated Subsidiaries  
 Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total Equity Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total Equity
 Shares Amount Shares Amount 
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling Interests in Consolidated Subsidiaries Shares Amount Shares Amount 
Accumulated
Other
Comprehensive
Loss
Non-controlling Interests in Consolidated Subsidiaries
Balance as of December 31, 2018 36,800
 $891,294
 190,535
 $7,600
 $7,725,857
 $(4,167,184) $7,664
$642,652
$5,107,883
For the Three Months Ended
June 30, 2019:		              
Balance as of March 31, 2019 36,798
 $891,263
 190,761
 $7,609
 $7,676,770
 $(4,120,265) $(11,385) $646,900
 $5,090,892
Net income attributable to Vornado —
 —
 —
 —
 —
 194,022
 —
 —
 194,022
 —
 —
 —
 —
 —
 2,412,727
 —
 —
 2,412,727
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 6,820
 6,820
 —
 —
 —
 —
 —
 —
 —
 21,451
 21,451
Dividends on common shares ($0.66 per share) —
 —
 —
 —
 —
 (125,876) —
 —
 (125,876) —
 —
 —
 —
 —
 (125,927) —
 —
 (125,927)
Dividends on preferred shares (see Note 13 for dividends per share amounts) —
 —
 —
 —
 —
 (12,534) —
 —
 (12,534) —
 —
 —
 —
 —
 (12,532) —
 —
 (12,532)
Common shares issued:                       
 
 
       
Upon redemption of Class A units, at redemption value —
 —
 48
 2
 3,179
 —
 —
 —
 3,181
 —
 —
 44
 2
 2,946
 —
 —
 —
 2,948
Under employees' share option plan —
 —
 162
 7
 1,164
 (8,692) —
 —
 (7,521) —
 —
 3
 —
 174
 —
 —
 —
 174
Under dividend reinvestment plan —
 —
 5
 —
 340
 —
 —
 —
 340
 —
 —
 5
 —
 361
 —
 —
 —
 361
Contributions:     

 

 

 

     

Real estate fund investments —
 —
 —
 —
 —
 —
 —
 3,384
 3,384
Other —
 —
 —
 —
 —
 —
 —
 1,810
 1,810
Contributions —
 —
 —
 —
 —
 —
 —
 3,121
 3,121
Distributions —
 —
 —
 —
 —
 —
 —
 (7,764) (7,764) —
 —
 —
 —
 —
 —
 —
 (24,440) (24,440)
Conversion of Series A preferred shares to common shares (1) (31) 2
 —
 31
 —
 —
 —
 —
 (1) (7) 1
 —
 7
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 9
 —
 297
 —
 —
 —
 297
 —
 —
 (1) —
 266
 —
 —
 —
 266
Amount reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 (985) —
 (985)
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 25
 —
 25
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (17,029) —
 (17,029) —
 —
 —
 —
 —
 —
 (28,515) —
 (28,515)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 (65,818) —
 —
 —
 (65,818) —
 —
 —
 —
 165,225
 —
 —
 —
 165,225
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 1,276
 —
 1,276
 —
 —
 —
 —
 —
 —
 1,806
 —
 1,806
Deconsolidation of partially owned entity —
 —
 —
 —
 —
 —
 —
 (11,441) (11,441)
Other (1) —
 —
 —
 —
 (1) —
 (2) (3) —
 —
 —
 —
 (1) 2
 3
 (1) 3
Balance as of March 31, 2019 36,798
 $891,263
 190,761
 $7,609
 $7,676,770
 $(4,120,265) $(11,385) $646,900
 $5,090,892
Balance as of June 30, 2019 36,797
 $891,256
 190,813
 $7,611
 $7,845,748
 $(1,845,995) $(38,066) $635,590
 $7,496,144
See notes to consolidated financial statements (unaudited).

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

(Amounts in thousands, except per share amounts)         Accumulated
Other
Comprehensive
(Loss) Income		 Non-controlling Interests in Consolidated Subsidiaries  
  Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions   Total Equity
 Shares Amount Shares Amount     
For the Six Months Ended
June 30, 2020:		                  
Balance as of December 31, 2019 36,796
 $891,214
 190,986
 $7,618
 $7,827,697
 $(1,954,266) $(40,233) $578,948
 $7,310,978
Cumulative effect of accounting change (see Note 4) —
 —
 —
 —
 —
 (16,064) —
 —
 (16,064)
Net loss attributable to Vornado —
 —
 —
 —
 —
 (167,726) —
 —
 (167,726)
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 (140,291) (140,291)
Dividends on common shares ($1.32 per share) —
 —
 —
 —
 —
 (252,247) —
 —
 (252,247)
Dividends on preferred shares (see Note 13 for dividends per share amounts) —
 —
 —
 —
 —
 (25,061) —
 —
 (25,061)
Common shares issued:                  
Upon redemption of Class A units, at redemption value —
 —
 49
 2
 2,462
 —
 —
 —
 2,464
Under employees' share option plan —
 —
 69
 3
 3,514
 —
 —
 —
 3,517
Under dividend reinvestment plan —
 —
 31
 1
 1,749
 —
 —
 —
 1,750
Contributions:                  
Real estate fund investments —
 —
 —
 —
 —
 —
 —
 3,389
 3,389
Other —
 —
 —
 —
 —
 —
 —
 2,479
 2,479
Distributions —
 —
 —
 —
 —
 —
 —
 (10,530) (10,530)
Conversion of Series A preferred shares to common shares (2) (50) 4
 —
 50
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 13
 1
 601
 (137) —
 —
 465
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 8
 —
 8
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (45,399) —
 (45,399)
Unearned 2017 Out-Performance Plan awards acceleration —
 —
 —
 —
 10,824
 —
 —
 —
 10,824
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 248,879
 —
 —
 —
 248,879
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 2,978
 —
 2,978
Other —
 —
 (1) —
 (2) 1
 —
 (1,503) (1,504)
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
See notes to consolidated financial statements (unaudited).

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



(Amounts in thousands, except per share amounts)         Accumulated
Other
Comprehensive
Income (Loss)		 Non-controlling Interests in Consolidated Subsidiaries  
  Preferred Shares Common Shares Additional
Capital		 Earnings
Less Than
Distributions		   Total
Equity
 Shares Amount Shares Amount     
For the Six Months Ended
June 30, 2019:		                  
Balance as of December 31, 2018 36,800
 $891,294
 190,535
 $7,600
 $7,725,857
 $(4,167,184) $7,664
 $642,652
 $5,107,883
Net income attributable to Vornado —
 —
 —
 —
 —
 2,606,749
 —
 —
 2,606,749
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 28,271
 28,271
Dividends on common shares ($1.32 per share) —
 —
 —
 —
 —
 (251,803) —
 —
 (251,803)
Dividends on preferred shares (see Note 13 for dividends per share amounts) —
 —
 —
 —
 —
 (25,066) —
 —
 (25,066)
Common shares issued:                  
Upon redemption of Class A units, at redemption value —
 —
 92
 4
 6,125
 —
 —
 —
 6,129
Under employees' share option plan —
 —
 165
 7
 1,338
 (8,692) —
 —
 (7,347)
Under dividend reinvestment plan —
 —
 10
 —
 701
 —
 —
 —
 701
Contributions:                  
Real estate fund investments —
 —
 —
 —
 —
 —
 —
 3,384
 3,384
Other —
 —
 —
 —
 —
 —
 —
 4,931
 4,931
Distributions —
 —
 —
 —
 —
 —
 —
 (32,204) (32,204)
Conversion of Series A preferred shares to common shares (2) (38) 3
 —
 38
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 8
 —
 563
 —
 —
 —
 563
Amount reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 (960) —
 (960)
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (45,544) —
 (45,544)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 99,407
 —
 —
 —
 99,407
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 3,082
 —
 3,082
Deconsolidation of partially owned entity —
 —
 —
 —
 —
 —
 —
 (11,441) (11,441)
Other (1) —
 —
 —
 (1) 1
 3
 (3) —
Balance as of June 30, 2019 36,797
 $891,256
 190,813
 $7,611
 $7,845,748
 $(1,845,995) $(38,066) $635,590
 $7,496,144




See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)For the Three Months Ended March 31,For the Six Months Ended June 30,
2020 20192020 2019
Cash Flows from Operating Activities:      
Net (loss) income$(104,503) $213,044
$(321,855) $2,809,737
Adjustments to reconcile net (loss) income to net cash provided by operating activities:      
Net unrealized loss (gain) on real estate fund investments183,520
 (100)
Equity in net loss (income) of partially owned entities272,770
 (30,193)
Net unrealized loss on real estate fund investments211,196
 16,162
Depreciation and amortization (including amortization of deferred financing costs)96,913
 123,135
193,920
 240,866
Net gains on disposition of wholly owned and partially owned assets(68,589) (220,294)(124,284) (332,007)
Distributions of income from partially owned entities48,568
 14,316
79,436
 31,820
Non-cash (gain on extinguishment of 608 Fifth Avenue lease liability) impairment loss on 608 Fifth Avenue right-of-use asset(70,260) 75,220
Write-off of lease receivables deemed uncollectible38,631
 15,382
Stock-based compensation expense25,765
 31,654
33,468
 42,174
Equity in net income of partially owned entities(19,103) (7,320)
Straight-lining of rents10,165
 1,140
15,856
 3,733
Credit losses on loans receivable7,261
 —
13,369
 —
Amortization of below-market leases, net(9,406) (11,168)
Decrease (increase) in fair value of marketable securities4,938
 (461)4,938
 (1,773)
Amortization of below-market leases, net(4,206) (6,525)
Net gain on transfer to Fifth Avenue and Times Square JV—
 (2,571,099)
Real estate impairment losses—
 26,140
Prepayment penalty on redemption of senior unsecured notes due 2022—
 22,058
Other non-cash adjustments4,156
 1,639
4,370
 3,206
Changes in operating assets and liabilities:      
Real estate fund investments(6,000) (4,000)(6,000) (4,000)
Tenant and other receivables, net(20,938) (835)(28,864) (12,759)
Prepaid assets(91,878) (82,862)3,078
 (5,702)
Other assets(8,051) (6,044)(12,480) (8,498)
Accounts payable and accrued expenses(7,659) 10,426
(26,611) (11,482)
Other liabilities1,089
 (2,795)(3,557) (4,965)
Net cash provided by operating activities51,448
 64,118
267,715
 292,852
      
Cash Flows from Investing Activities:      
Proceeds from sale of condominium units at 220 Central Park South191,216
 425,484
437,188
 690,734
Development costs and construction in progress(169,845) (143,302)(319,294) (289,532)
Moynihan Train Hall expenditures(98,794) (123,533)(183,007) (205,783)
Additions to real estate(49,251) (55,759)(85,252) (120,060)
Proceeds from sales of marketable securities28,375
 167,755
28,375
 167,852
Investments in partially owned entities(2,130) (918)(3,157) (15,588)
Distributions of capital from partially owned entities1,090
 24,851
1,090
 24,880
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)—
 1,255,756
Proceeds from redemption of 640 Fifth Avenue preferred equity—
 500,000
Proceeds from sale of real estate and related investments—
 108,512
—
 108,512
Proceeds from repayments of loans receivable—
 204
Acquisitions of real estate and other—
 (3,260)
Net cash (used in) provided by investing activities(99,339) 403,294
(124,057) 2,113,511
See notes to consolidated financial statements (unaudited).



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


(Amounts in thousands)For the Three Months Ended March 31,For the Six Months Ended June 30,
2020 20192020 2019
Cash Flows from Financing Activities:      
Dividends paid on common shares$(624,627) $(251,803)
Proceeds from borrowings$553,062
 $456,741
554,297
 458,955
Dividends paid on common shares(498,486) (125,876)
Moynihan Train Hall reimbursement from Empire State Development98,794
 123,533
183,007
 205,783
Contributions from noncontrolling interests98,268
 8,315
Distributions to noncontrolling interests(40,045) (16,252)(54,440) (49,140)
Dividends paid on preferred shares(12,531) (12,534)(37,593) (25,066)
Repayments of borrowings(11,347) (1,943,157)
Proceeds received from exercise of employee share options and other4,899
 1,511
5,267
 2,046
Contributions from noncontrolling interests4,786
 5,194
Repayments of borrowings(2,150) (686,555)
Debt issuance costs(143) (13,522)
Repurchase of shares related to stock compensation agreements and related tax withholdings and other(137) (8,692)(137) (8,692)
Debt issuance costs(124) (10,860)
Purchase of marketable securities in connection with defeasance of mortgage payable—
 (407,126)
Prepayment penalty on redemption of senior unsecured notes due 2022—
 (22,058)
Redemption of preferred shares—
 (893)—
 (893)
Net cash provided by (used in) financing activities108,068
 (274,683)112,552
 (2,046,358)
Net increase in cash and cash equivalents and restricted cash60,177
 192,729
256,210
 360,005
Cash and cash equivalents and restricted cash at beginning of period1,607,131
 716,905
1,607,131
 716,905
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
$1,863,341
 $1,076,910
      
Reconciliation of Cash and Cash Equivalents and Restricted Cash:      
Cash and cash equivalents at beginning of period$1,515,012
 $570,916
$1,515,012
 $570,916
Restricted cash at beginning of period92,119
 145,989
92,119
 145,989
Cash and cash equivalents and restricted cash at beginning of period$1,607,131
 $716,905
$1,607,131
 $716,905
      
Cash and cash equivalents at end of period$1,586,738
 $307,047
$1,768,459
 $922,604
Restricted cash at end of period80,570
 593,759
94,882
 154,306
Restricted cash included in "assets held for sale" at end of period—
 8,828
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
$1,863,341
 $1,076,910
      
Supplemental Disclosure of Cash Flow Information:      
Cash payments for interest, excluding capitalized interest of $11,913 and $21,371$53,997
 $85,796
Cash payments for interest, excluding capitalized interest of $21,255 and $39,643$107,069
 $165,022
Cash payments for income taxes$6,089
 $8,741
$9,276
 $28,697
      
Non-Cash Investing and Financing Activities:      
Adjustments to carry redeemable Class A units at redemption value$267,170
 $(65,818)$248,879
 $99,407
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"		106,479
 395,893
240,707
 647,683
Accrued capital expenditures included in accounts payable and accrued expenses65,926
 77,115
89,036
 68,900
Write-off of fully depreciated assets(45,115) (58,309)(66,931) (93,390)
Reclassification of assets and related liabilities held for sale:   
Assets held for sale—
 3,027,058
Liabilities related to assets held for sale—
 1,097,350
Lease liabilities arising from the recognition of right-of-use assets—
 526,866
—
 526,866
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive loss" to "marketable securities" upon conversion of operating partnership units to common shares—
 54,962
—
 54,962
Investments received in exchange for transfer to Fifth Avenue and Times Square JV:   
Preferred equity—
 2,327,750
Common equity—
 1,449,495
Marketable securities transferred in connection with the defeasance of mortgage payable—
 (407,126)
Defeasance of mortgage payable—
 390,000
See notes to consolidated financial statements (unaudited).

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


(Amounts in thousands, except unit amounts)As ofAs of
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
ASSETS      
Real estate, at cost:      
Land$2,589,800
 $2,591,261
$2,588,200
 $2,591,261
Buildings and improvements7,946,523
 7,953,163
7,975,871
 7,953,163
Development costs and construction in progress1,532,828
 1,490,614
1,541,432
 1,490,614
Moynihan Train Hall development expenditures972,199
 914,960
1,087,669
 914,960
Leasehold improvements and equipment126,910
 124,014
127,685
 124,014
Total13,168,260
 13,074,012
13,320,857
 13,074,012
Less accumulated depreciation and amortization(3,049,609) (3,015,958)(3,106,393) (3,015,958)
Real estate, net10,118,651
 10,058,054
10,214,464
 10,058,054
Right-of-use assets378,257
 379,546
376,958
 379,546
Cash and cash equivalents1,586,738
 1,515,012
1,768,459
 1,515,012
Restricted cash80,570
 92,119
94,882
 92,119
Marketable securities—
 33,313
—
 33,313
Tenant and other receivables115,795
 95,733
118,273
 95,733
Investments in partially owned entities3,970,791
 3,999,165
3,648,651
 3,999,165
Real estate fund investments45,129
 222,649
17,453
 222,649
220 Central Park South condominium units ready for sale393,417
 408,918
426,623
 408,918
Receivable arising from the straight-lining of rents731,807
 742,206
692,931
 742,206
Deferred leasing costs, net of accumulated amortization of $188,976 and $196,229353,467
 353,986
Identified intangible assets, net of accumulated amortization of $100,298 and $98,58729,123
 30,965
Deferred leasing costs, net of accumulated amortization of $186,740 and $196,229348,473
 353,986
Identified intangible assets, net of accumulated amortization of $97,489 and $98,58727,660
 30,965
Other assets405,914
 355,347
307,620
 355,347
$18,209,659
 $18,287,013
$18,042,447
 $18,287,013
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY   
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   
Mortgages payable, net$5,643,707
 $5,639,897
$5,638,352
 $5,639,897
Senior unsecured notes, net446,076
 445,872
446,279
 445,872
Unsecured term loan, net795,974
 745,840
796,236
 745,840
Unsecured revolving credit facilities1,075,000
 575,000
1,075,000
 575,000
Lease liabilities497,531
 498,254
426,059
 498,254
Moynihan Train Hall obligation972,199
 914,960
1,087,669
 914,960
Special distribution payable—
 398,292
—
 398,292
Accounts payable and accrued expenses407,598
 440,049
385,956
 440,049
Deferred revenue54,992
 59,429
49,386
 59,429
Deferred compensation plan90,888
 103,773
94,081
 103,773
Other liabilities308,683
 265,754
395,604
 265,754
Total liabilities10,292,648
 10,087,120
10,394,622
 10,087,120
Commitments and contingencies


 




 


Redeemable partnership units:   
Class A units - 13,748,709 and 13,298,956 units outstanding619,264
 884,380
Redeemable noncontrolling interests:   
Class A units - 13,773,407 and 13,298,956 units outstanding620,269
 884,380
Series D cumulative redeemable preferred units - 141,401 units outstanding4,535
 4,535
4,535
 4,535
Total redeemable partnership units623,799
 888,915
Total redeemable noncontrolling partnership units624,804
 888,915
Redeemable noncontrolling interest in a consolidated subsidiary94,112
 —
Total redeemable noncontrolling interests718,916
 888,915
Partners' equity:      
Partners' capital9,011,358
 8,726,529
8,994,563
 8,726,529
Earnings less than distributions(2,091,612) (1,954,266)(2,415,500) (1,954,266)
Accumulated other comprehensive loss(82,719) (40,233)(82,646) (40,233)
Total partners' equity6,837,027
 6,732,030
6,496,417
 6,732,030
Noncontrolling interests in consolidated subsidiaries456,185
 578,948
432,492
 578,948
Total equity7,293,212
 7,310,978
6,928,909
 7,310,978
$18,209,659
 $18,287,013
$18,042,447
 $18,287,013
See notes to consolidated financial statements (unaudited).

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

(Amounts in thousands, except per unit amounts)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
REVENUES:          
Rental revenues$401,274
 $499,877
$315,194
 $421,299
 $716,468
 $921,176
Fee and other income43,258
 34,791
27,832
 41,804
 71,090
 76,595
Total revenues444,532
 534,668
343,026
 463,103
 787,558
 997,771
EXPENSES:          
Operating(230,007) (246,895)(174,425) (220,752) (404,432) (467,647)
Depreciation and amortization(92,793) (116,709)(92,805) (113,035) (185,598) (229,744)
General and administrative(52,834) (58,020)(35,014) (38,872) (87,848) (96,892)
Benefit (expense) from deferred compensation plan liability11,245
 (5,433)
Transaction related costs and other(71) (149)
(Expense) benefit from deferred compensation plan liability(6,356) (1,315) 4,889
 (6,748)
Lease liability extinguishment gain (transaction related costs and impairment losses)69,221
 (101,590) 69,150
 (101,739)
Total expenses(364,460) (427,206)(239,379) (475,564) (603,839) (902,770)
          
Income from partially owned entities19,103
 7,320
(Loss) income from partially owned entities(291,873) 22,873
 (272,770) 30,193
Loss from real estate fund investments(183,463) (167)(28,042) (15,803) (211,505) (15,970)
Interest and other investment (loss) income, net(5,904) 5,045
(2,893) 7,840
 (8,797) 12,885
(Loss) income from deferred compensation plan assets(11,245) 5,433
Income (loss) from deferred compensation plan assets6,356
 1,315
 (4,889) 6,748
Interest and debt expense(58,842) (102,463)(58,405) (63,029) (117,247) (165,492)
Net gain on transfer to Fifth Avenue and Times Square JV—
 2,571,099
 —
 2,571,099
Net gains on disposition of wholly owned and partially owned assets68,589
 220,294
55,695
 111,713
 124,284
 332,007
(Loss) income before income taxes(91,690) 242,924
(215,515) 2,623,547
 (307,205) 2,866,471
Income tax expense(12,813) (29,743)(1,837) (26,914) (14,650) (56,657)
(Loss) income from continuing operations(104,503) 213,181
(217,352) 2,596,633
 (321,855) 2,809,814
Loss from discontinued operations—
 (137)
Income (loss) from discontinued operations—
 60
 —
 (77)
Net (loss) income(104,503) 213,044
(217,352) 2,596,693
 (321,855) 2,809,737
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries122,387
 (6,820)17,768
 (21,451) 140,155
 (28,271)
Net income attributable to Vornado Realty L.P.17,884
 206,224
Net (loss) income attributable to Vornado Realty L.P.(199,584) 2,575,242
 (181,700) 2,781,466
Preferred unit distributions(12,572) (12,575)(12,571) (12,573) (25,143) (25,148)
NET INCOME attributable to Class A unitholders$5,312
 $193,649
NET (LOSS) INCOME attributable to Class A unitholders$(212,155) $2,562,669
 $(206,843) $2,756,318
          
INCOME PER CLASS A UNIT - BASIC:   
Net income per Class A unit$—
 $0.95
(LOSS) INCOME PER CLASS A UNIT - BASIC:       
Net (loss) income per Class A unit$(1.05) $12.58
 $(1.05) $13.53
Weighted average units outstanding203,370
 202,772
203,512
 202,924
 203,441
 202,848
          
INCOME PER CLASS A UNIT - DILUTED:   
Net income per Class A unit$—
 $0.95
(LOSS) INCOME PER CLASS A UNIT - DILUTED:       
Net (loss) income per Class A unit$(1.05) $12.54
 $(1.05) $13.50
Weighted average units outstanding203,516
 203,344
203,512
 203,480
 203,441
 203,391
See notes to consolidated financial statements (unaudited).


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

(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Net (loss) income$(104,503) $213,044
$(217,352) $2,596,693
 $(321,855) $2,809,737
Other comprehensive (loss) income:   
Reduction in value of interest rate swaps(45,477) (17,029)
Other comprehensive income (loss):       
Increase (reduction) in value of interest rate swaps and other78
 (28,512) (45,399) (45,541)
Other comprehensive income (loss) of nonconsolidated subsidiaries8
 (985)—
 25
 8
 (960)
Amounts reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary—
 (2,311)—
 —
 —
 (2,311)
Comprehensive (loss) income(149,972) 192,719
(217,274) 2,568,206
 (367,246) 2,760,925
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries122,387
 (6,820)17,768
 (21,451) 140,155
 (28,271)
Comprehensive (loss) income attributable to Vornado Realty L.P.$(27,585) $185,899
$(199,506) $2,546,755
 $(227,091) $2,732,654
See notes to consolidated financial statements (unaudited).


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

(Amounts in thousands, except per unit amounts)(Amounts in thousands, except per unit amounts)       
Accumulated
Other
Comprehensive
(Loss) Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
  (Amounts in thousands, except per unit amounts)       
Accumulated
Other
Comprehensive
Loss
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
  
 Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 Total Equity Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 Total Equity
 Units Amount Units Amount 
Accumulated
Other
Comprehensive
(Loss) Income
Non-
controlling
Interests in
Consolidated
Subsidiaries
 Units Amount Units Amount 
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests in
Consolidated
Subsidiaries
Balance as of December 31, 2019 36,796
 $891,214
 190,986
 $7,835,315
 $(1,954,266) $(40,233)$578,948
$7,310,978
Cumulative effect of accounting change (see Note 4) —
 —
 —
 —
 (16,064) —
—
(16,064)
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 17,884
 —
 —
 17,884
Net income attributable to redeemable partnership units —
 —
 —
 —
 (390) —
 —
 (390)
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 (122,387) (122,387)
For the Three Months Ended
June 30, 2020:		                
Balance as of March 31, 2020 36,796
 $891,211
 191,116
 $8,120,147
 $(2,091,612) $(82,719) $456,185
 $7,293,212
Net loss attributable to Vornado Realty L.P. —
 —
 —
 —
 (199,584) —
 —
 (199,584)
Net loss attributable to redeemable partnership units —
 —
 —
 —
 14,364
 —
 —
 14,364
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 (17,904) (17,904)
Distributions to Vornado
($0.66 per unit)
 —
 —
 —
 —
 (126,106) —
 —
 (126,106) —
 —
 —
 —
 (126,141) —
 —
 (126,141)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts) —
 —
 —
 —
 (12,531) —
 —
 (12,531) —
 —
 —
 —
 (12,530) —
 —
 (12,530)
Class A units issued to Vornado:                                
Upon redemption of redeemable Class A units, at redemption value —
 —
 27
 1,640
 —
 —
 —
 1,640
 —
 —
 22
 824
 —
 —
 —
 824
Under Vornado's employees' share option plan —
 —
 69
 3,517
 —
 —
 —
 3,517
Under Vornado's dividend reinvestment plan —
 —
 21
 1,382
 —
 —
 —
 1,382
 —
 —
 10
 368
 —
 —
 —
 368
Contributions:               

Real estate fund investments —
 —
 —
 —
 —
 —
 3,389
 3,389
Other —
 —
 —
 —
 —
 —
 1,397
 1,397
Contributions —
 —
 —
 —
 —
 —
 1,082
 1,082
Distributions —
 —
 —
 —
 —
 —
 (5,235) (5,235) —
 —
 —
 —
 —
 —
 (5,295) (5,295)
Conversion of Series A preferred units to Class A units —
 (3) —
 3
 —
 —
 —
 —
 (2) (47) 4
 47
 —
 —
 —
 —
Deferred compensation units and options —
 —
 13
 298
 (137) —
 —
 161
 —
 —
 —
 304
 —
 —
 —
 304
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 8
 —
 8
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (45,477) —
 (45,477)
Unearned 2017 Out-Performance Plan awards acceleration —
 —
 —
 10,824
 —
 —
 —
 10,824
Increase in value of interest rate swaps —
 —
 —
 —
 —
 78
 —
 78
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 267,170
 —
 —
 —
 267,170
 —
 —
 —
 (18,291) —
 —
 —
 (18,291)
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 2,983
 —
 2,983
 —
 —
 —
 —
 —
 (5) —
 (5)
Other —
 —
 —
 (2) (2) —
 73
 69
 —
 —
 (1) —
 3
 —
 (1,576) (1,573)
Balance as of March 31, 2020 36,796
 $891,211
 191,116
 $8,120,147
 $(2,091,612) $(82,719) $456,185
 $7,293,212
Balance as of June 30, 2020 36,794
 $891,164
 191,151
 $8,103,399
 $(2,415,500) $(82,646) $432,492
 $6,928,909
See notes to consolidated financial statements (unaudited).













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


(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
  (Amounts in thousands, except per unit amounts)     
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Loss
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
  
 Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 Total Equity Preferred Units 
Class A Units
Owned by Vornado
 Total Equity
 Units Amount Units Amount 
Accumulated
Other
Comprehensive
Income (Loss)
Non-
controlling
Interests in
Consolidated
Subsidiaries
 Units Amount Units Amount 
Earnings
Less Than
Distributions
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interests in
Consolidated
Subsidiaries
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
For the Three Months Ended
June 30, 2019:		          
Balance as of March 31, 2019 36,798
 $891,263
 190,761
 $7,684,379
 $(4,120,265) $(11,385) $646,900
 $5,090,892
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 206,224
 —
 —
 206,224
 —
 —
 —
 —
 2,575,242
 —
 —
 2,575,242
Net income attributable to redeemable partnership units —
 —
 —
 —
 (12,202) —
 —
 (12,202) —
 —
 —
 —
 (162,515) —
 —
 (162,515)
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 6,820
 6,820
 —
 —
 —
 —
 —
 —
 21,451
 21,451
Distributions to Vornado
($0.66 per unit)
 —
 —
 —
 —
 (125,876) —
 —
 (125,876) —
 —
 —
 —
 (125,927) —
 —
 (125,927)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts) —
 —
 —
 —
 (12,534) —
 —
 (12,534) —
 —
 —
 —
 (12,532) —
 —
 (12,532)
Class A units issued to Vornado:                
Class A Units issued to Vornado:                
Upon redemption of redeemable Class A units, at redemption value —
 —
 48
 3,181
 —
 —
 —
 3,181
 —
 —
 44
 2,948
 —
 —
 —
 2,948
Under Vornado's employees' share option plan —
 —
 162
 1,171
 (8,692) —
 —
 (7,521) —
 —
 3
 174
 —
 —
 —
 174
Under Vornado's dividend reinvestment plan —
 —
 5
 340
 —
 —
 —
 340
 —
 —
 5
 361
 —
 —
 —
 361
Contributions:                
Real estate fund investments —
 —
 —
 —
 —
 —
 3,384
 3,384
Other —
 —
 —
 —
 —
 —
 1,810
 1,810
Contributions —
 —
 —
 —
 —
 —
 3,121
 3,121
Distributions —
 —
 —
 —
 —
 —
 (7,764) (7,764) —
 —
 —
 —
 —
 —
 (24,440) (24,440)
Conversion of Series A preferred units to Class A units (1) (31) 2
 31
 —
 —
 —
 —
 (1) (7) 1
 7
 —
 —
 —
 —
Deferred compensation units and options —
 —
 9
 297
 —
 —
 —
 297
 —
 —
 (1) 266
 —
 —
 —
 266
Amount reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 (985) —
 (985)
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 25
 —
 25
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (17,029) —
 (17,029) —
 —
 —
 —
 —
 (28,515) —
 (28,515)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 (65,818) —
 —
 —
 (65,818) —
 —
 —
 165,225
 —
 —
 —
 165,225
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 1,276
 —
 1,276
 —
 —
 —
 —
 —
 1,806
 —
 1,806
Deconsolidation of partially owned entity —
 —
 —
 —
 —
 —
 (11,441) (11,441)
Other (1) —
 —
 —
 (1) —
 (2) (3) —
 —
 —
 (1) 2
 3
 (1) 3
Balance as of March 31, 2019 36,798
 $891,263
 190,761
 $7,684,379
 $(4,120,265) $(11,385) $646,900
 $5,090,892
Balance as of June 30, 2019 36,797
 $891,256
 190,813
 $7,853,359
 $(1,845,995) $(38,066) $635,590
 $7,496,144
See notes to consolidated financial statements (unaudited).

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


(Amounts in thousands, except per unit amounts)       
Accumulated
Other
Comprehensive
(Loss) Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
  
  Preferred Units 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
   Total Equity
 Units Amount Units Amount    
For the Six Months Ended
June 30, 2020:		                
Balance as of December 31, 2019 36,796
 $891,214
 190,986
 $7,835,315
 $(1,954,266) $(40,233) $578,948
 $7,310,978
Cumulative effect of accounting change (see Note 4) —
 —
 —
 —
 (16,064) —
 —
 (16,064)
Net loss attributable to Vornado Realty L.P. —
 —
 —
 —
 (181,700) —
 —
 (181,700)
Net loss attributable to redeemable partnership units —
 —
 —
 —
 13,974
 —
 —
 13,974
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 (140,291) (140,291)
Distributions to Vornado
($1.32 per unit)
 —
 —
 —
 —
 (252,247) —
 —
 (252,247)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts) —
 —
 —
 —
 (25,061) —
 —
 (25,061)
Class A units issued to Vornado:                
Upon redemption of redeemable Class A units, at redemption value —
 —
 49
 2,464
 —
 —
 —
 2,464
Under Vornado's employees' share option plan —
 —
 69
 3,517
 —
 —
 —
 3,517
Under Vornado's dividend reinvestment plan —
 —
 31
 1,750
 —
 —
 —
 1,750
Contributions:                
Real estate fund investments —
 —
 —
 —
 —
 —
 3,389
 3,389
Other —
 —
 —
 —
 —
 —
 2,479
 2,479
Distributions —
 —
 —
 —
 —
 —
 (10,530) (10,530)
Conversion of Series A preferred units to Class A units (2) (50) 4
 50
 —
 —
 —
 —
Deferred compensation units and options —
 —
 13
 602
 (137) —
 —
 465
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 8
 —
 8
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (45,399) —
 (45,399)
Unearned 2017 Out-Performance Plan awards acceleration —
 —
 —
 10,824
 —
 —
 —
 10,824
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 248,879
 —
 —
 —
 248,879
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 2,978
 —
 2,978
Other —
 —
 (1) (2) 1
 —
 (1,503) (1,504)
Balance as of June 30, 2020 36,794
 $891,164
 191,151
 $8,103,399
 $(2,415,500) $(82,646) $432,492
 $6,928,909
See notes to consolidated financial statements (unaudited).

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


(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    
For the Six Months Ended
June 30, 2019:		                
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
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 2,781,466
 —
 —
 2,781,466
Net income attributable to redeemable partnership units —
 —
 —
 —
 (174,717) —
 —
 (174,717)
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 28,271
 28,271
Distributions to Vornado
($1.32 per unit)
 —
 —
 —
 —
 (251,803) —
 —
 (251,803)
Distributions to preferred unitholders (see Note 13 for distributions per unit amounts) —
 —
 —
 —
 (25,066) —
 —
 (25,066)
Class A units issued to Vornado:                
Upon redemption of redeemable Class A units, at redemption value —
 —
 92
 6,129
 —
 —
 —
 6,129
Under Vornado's employees' share option plan —
 —
 165
 1,345
 (8,692) —
 —
 (7,347)
Under Vornado's dividend reinvestment plan —
 —
 10
 701
 —
 —
 —
 701
Contributions:                
Real estate fund investments —
 —
 —
 —
 —
 —
 3,384
 3,384
Other —
 —
 —
 —
 —
 —
 4,931
 4,931
Distributions —
 —
 —
 —
 —
 —
 (32,204) (32,204)
Preferred unit issuance (2) (38) 3
 38
 —
 —
 —
 —
Deferred compensation units and options —
 —
 8
 563
 —
 —
 —
 563
Amount reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 (960) —
 (960)
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (45,544) —
 (45,544)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 99,407
 —
 —
 —
 99,407
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 3,082
 —
 3,082
Deconsolidation of partially owned entity —
 —
 —
 —
 —
 —
 (11,441) (11,441)
Other (1) —
 —
 (1) 1
 3
 (3) —
Balance as of June 30, 2019 36,797
 $891,256
 190,813
 $7,853,359
 $(1,845,995) $(38,066) $635,590
 $7,496,144
See notes to consolidated financial statements (unaudited).

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

(Amounts in thousands)For the Three Months Ended March 31,For the Six Months Ended June 30,
2020 20192020 2019
Cash Flows from Operating Activities:      
Net (loss) income$(104,503) $213,044
$(321,855) $2,809,737
Adjustments to reconcile net (loss) income to net cash provided by operating activities:      
Net unrealized loss (gain) on real estate fund investments183,520
 (100)
Equity in net loss (income) of partially owned entities272,770
 (30,193)
Net unrealized loss on real estate fund investments211,196
 16,162
Depreciation and amortization (including amortization of deferred financing costs)96,913
 123,135
193,920
 240,866
Net gains on disposition of wholly owned and partially owned assets(68,589) (220,294)(124,284) (332,007)
Distributions of income from partially owned entities48,568
 14,316
79,436
 31,820
Non-cash (gain on extinguishment of 608 Fifth Avenue lease liability) impairment loss on 608 Fifth Avenue right-of-use asset(70,260) 75,220
Write-off of lease receivables deemed uncollectible38,631
 15,382
Stock-based compensation expense25,765
 31,654
33,468
 42,174
Equity in net income of partially owned entities(19,103) (7,320)
Straight-lining of rents10,165
 1,140
15,856
 3,733
Credit losses on loans receivable7,261
 —
13,369
 —
Amortization of below-market leases, net(9,406) (11,168)
Decrease (increase) in fair value of marketable securities4,938
 (461)4,938
 (1,773)
Amortization of below-market leases, net(4,206) (6,525)
Net gain on transfer to Fifth Avenue and Times Square JV—
 (2,571,099)
Real estate impairment losses—
 26,140
Prepayment penalty on redemption of senior unsecured notes due 2022—
 22,058
Other non-cash adjustments4,156
 1,639
4,370
 3,206
Changes in operating assets and liabilities:      
Real estate fund investments(6,000) (4,000)(6,000) (4,000)
Tenant and other receivables, net(20,938) (835)(28,864) (12,759)
Prepaid assets(91,878) (82,862)3,078
 (5,702)
Other assets(8,051) (6,044)(12,480) (8,498)
Accounts payable and accrued expenses(7,659) 10,426
(26,611) (11,482)
Other liabilities1,089
 (2,795)(3,557) (4,965)
Net cash provided by operating activities51,448
 64,118
267,715
 292,852
      
Cash Flows from Investing Activities:      
Proceeds from sale of condominium units at 220 Central Park South191,216
 425,484
437,188
 690,734
Development costs and construction in progress(169,845) (143,302)(319,294) (289,532)
Moynihan Train Hall expenditures(98,794) (123,533)(183,007) (205,783)
Additions to real estate(49,251) (55,759)(85,252) (120,060)
Proceeds from sales of marketable securities28,375
 167,755
28,375
 167,852
Investments in partially owned entities(2,130) (918)(3,157) (15,588)
Distributions of capital from partially owned entities1,090
 24,851
1,090
 24,880
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)—
 1,255,756
Proceeds from redemption of 640 Fifth Avenue preferred equity—
 500,000
Proceeds from sale of real estate and related investments—
 108,512
—
 108,512
Proceeds from repayments of loans receivable—
 204
Acquisitions of real estate and other—
 (3,260)
Net cash (used in) provided by investing activities(99,339) 403,294
(124,057) 2,113,511

See notes to consolidated financial statements (unaudited).



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

(Amounts in thousands)For the Three Months Ended March 31,For the Six Months Ended June 30,
2020 20192020 2019
Cash Flows from Financing Activities:      
Distributions to Vornado$(624,627) $(251,803)
Proceeds from borrowings$553,062
 $456,741
554,297
 458,955
Distributions to Vornado(498,486) (125,876)
Moynihan Train Hall reimbursement from Empire State Development98,794
 123,533
183,007
 205,783
Contributions from noncontrolling interests in consolidated subsidiaries98,268
 8,315
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(40,045) (16,252)(54,440) (49,140)
Distributions to preferred unitholders(12,531) (12,534)(37,593) (25,066)
Repayments of borrowings(11,347) (1,943,157)
Proceeds received from exercise of Vornado stock options and other4,899
 1,511
5,267
 2,046
Contributions from noncontrolling interests in consolidated subsidiaries4,786
 5,194
Repayments of borrowings(2,150) (686,555)
Debt issuance costs(143) (13,522)
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(137) (8,692)(137) (8,692)
Debt issuance costs(124) (10,860)
Purchase of marketable securities in connection with defeasance of mortgage payable—
 (407,126)
Prepayment penalty on redemption of senior unsecured notes due 2022—
 (22,058)
Redemption of preferred units—
 (893)—
 (893)
Net cash provided by (used in) financing activities108,068
 (274,683)112,552
 (2,046,358)
Net increase in cash and cash equivalents and restricted cash60,177
 192,729
256,210
 360,005
Cash and cash equivalents and restricted cash at beginning of period1,607,131
 716,905
1,607,131
 716,905
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
$1,863,341
 $1,076,910
      
Reconciliation of Cash and Cash Equivalents and Restricted Cash:      
Cash and cash equivalents at beginning of period$1,515,012
 $570,916
$1,515,012
 $570,916
Restricted cash at beginning of period92,119
 145,989
92,119
 145,989
Cash and cash equivalents and restricted cash at beginning of period$1,607,131
 $716,905
$1,607,131
 $716,905
      
Cash and cash equivalents at end of period$1,586,738
 $307,047
$1,768,459
 $922,604
Restricted cash at end of period80,570
 593,759
94,882
 154,306
Restricted cash included in "assets held for sale" at end of period—
 8,828
Cash and cash equivalents and restricted cash at end of period$1,667,308
 $909,634
$1,863,341
 $1,076,910
      
Supplemental Disclosure of Cash Flow Information:      
Cash payments for interest, excluding capitalized interest of $11,913 and $21,371$53,997
 $85,796
Cash payments for interest, excluding capitalized interest of $21,255 and $39,643$107,069
 $165,022
Cash payments for income taxes$6,089
 $8,741
$9,276
 $28,697
      
Non-Cash Investing and Financing Activities:   ��  
Adjustments to carry redeemable Class A units at redemption value$267,170
 $(65,818)$248,879
 $99,407
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"		106,479
 395,893
240,707
 647,683
Accrued capital expenditures included in accounts payable and accrued expenses65,926
 77,115
89,036
 68,900
Write-off of fully depreciated assets(45,115) (58,309)(66,931) (93,390)
Reclassification of assets and related liabilities held for sale:—
 —
Assets held for sale—
 3,027,058
Liabilities related to assets held for sale—
 1,097,350
Lease liabilities arising from the recognition of right-of-use assets—
 526,866
—
 526,866
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive loss" to "marketable securities" upon conversion of operating partnership units to common shares—
 54,962
—
 54,962
Investments received in exchange for transfer to Fifth Avenue and Times Square JV:   
Preferred equity—
 2,327,750
Common equity—
 1,449,495
Marketable securities transferred in connection with the defeasance of mortgage payable—
 (407,126)
Defeasance of mortgage payable—
 390,000
See notes to consolidated financial statements (unaudited).

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



1.
Organization
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 92.7% of the common limited partnership interest in the Operating Partnership as of March 31,June 30, 2020. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
2.
COVID-19 Pandemic
In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential" business and activity in an aggressive effort to curb the spread of the virus. Consequently,In May 2020, certain states implemented phased re-opening plans for businesses and activities that were previously ordered to close, with limitations on occupancy and certain other restrictions. It is uncertain as to how long these restrictions will continue or if additional restrictions or closures will be imposed. As a result of the COVID-19 pandemic, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.
Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread.spread of the virus. Some of the effects on us include the following:
With the exception of grocery stores and other "essential" businesses, substantially allmany of our retail tenants have closed their stores in March 2020 and many are seeking rent relief.began reopening when New York City entered phase two of its state-mandated reopening plan on June 22, 2020.
While our office buildings remain open, substantially allmany of our office tenants are working remotely.
We have temporarily closed the Hotel Pennsylvania.
We have postponedcancelled trade shows at theMART for the remainder of 2020.
Because certain of our development projects arewere deemed "non-essential," they have beenwere temporarily paused in March 2020 due to New York State executive orders.
Closingsorders and resumed once New York City entered phase one of its state mandated reopening plan on the sale of condominium units at 220 Central Park South have continued. During April 2020 we closed on the sale of 4 condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.June 8, 2020.
•
WeAs of April 30, 2020, we placed 1,803 employees on temporary furlough, includingwhich 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 July 31, 2020, 542 employees have been taken off furlough and returned to work, which included 503 employees of BMS and 39 corporate staff employees.
•
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 his or her $75,000 annual cash retainer for the remainder of 2020.
We have collected substantially all of the rent due for March 2020 and collected 90% of rent due from our office tenants for the month of April 2020 and 53% of the rent due from our retail tenants for the month of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. While we believe that our tenants are required to pay rent under their leases, in limited circumstances, we have implementedagreed to and willmay continue to consider temporaryagree 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 case-by-case basis.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. See Note 4 - Recently Issued Accounting Literature for additional information.
For the quarter ended June 30, 2020, we collected 88% (94% including rent deferrals)of rent due from our tenants, comprised of 93% (98% including rent deferrals) from our office tenants and 72% (78% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.
Based on our assessment of the probability of rent collection of our lease receivables, we have written off $36,297,000 of receivables arising from the straight-lining of rents, primarily for the JCPenney lease at Manhattan Mall and the New York & Company, Inc. lease at 330 West 34th Street, both tenants have filed for Chapter 11 bankruptcy, and $8,822,000 of tenant receivables deemed uncollectible, resulting in a reduction of lease revenues and our share of income from partially owned entities for the three and six months ended June 30, 2020. Prospectively, revenue recognition for these tenants will be based on actual amounts received. See Note 5 - Revenue Recognition and Note 8 - Investment in Partially Owned Entities for additional information.

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

3.
Basis of Presentation
The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated and all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form  10-K for the year ended December 31, 2019, as filed with the SEC.
We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three and six months ended March 31,June 30, 2020 are not necessarily indicative of the operating results for the full year.

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

4.
Recently Issued Accounting Literature
In June 2016, the Financial Accounting Standards Board ("FASB")FASB issued an update (“ASU 2016-13”) Measurement of Credit Losses on Financial Instruments establishing Accounting Standards Codification ("ASC") Topic 326, Financial Instruments - Credit Losses ("ASC 326"), as amended by subsequent ASUs on the topic. ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the financial asset. ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. In May 2019, the FASB issued ASU 2019-05 Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that were previously recorded at amortized cost and are within the scope of ASC Subtopic 326-20 if the instruments are eligible for the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10"). We elected to apply the fair value option on an instrument-by-instrument basis to our loans receivable. We adopted this standard effective January 1, 2020 and recorded a $16,064,000 cumulative-effect adjustment to beginning accumulated deficit to recognize credit losses on loans receivable recorded on our consolidated balance sheets. For the three and six months ended March 31,June 30, 2020, we recorded $7,261,000$6,108,000 and $13,369,000, respectively, of credit losses on our loans receivable which is included in "interest and other investment (loss) income, net" on our consolidated statements of income.
In March 2020, the FASB issued an update (“ASU 2020-04”) establishing ASC Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the threesix months ended March 31,June 30, 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In April 2020, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC Topic 842, Leases ("ASC 842"). The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for these rent concessions as lease modifications underwhen total cash flows resulting from the modified contract are “substantially the same or less” than the cash flows in the original contract. During the three months ended June 30, 2020, in limited circumstances, we granted rent deferrals and rent abatements for certain conditions. Entities makingof our tenants. We have made a policy election in accordance with the election will continueStaff Q&A for our portfolio allowing us to recognize rental revenue on a straight-line basisnot account for qualifying concessions. Rentthe concessions as lease modifications. Accordingly, rent abatements would beare recognized as reductions to revenue“rental revenues” during the period in which they were granted. Rent deferrals would result in an increase to "tenant and other receivables" during the deferral period with no impact on rental revenue recognition. We are evaluatingFor any concessions that do not meet the impact of this policy election and have not yet concluded on whether weguidance contained in the Q&A, the modification guidance in accordance with ASC 842 will apply the election.be applied. See Note 2 -


COVID-19 Pandemic for further details.

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

5.
Revenue Recognition
Our revenues primarily consist of rental revenues and fee and other income. We operate in 2 reportable segments: New York and Other, with a significant portion of our revenues included in the New York segment. We have the following revenue sources and revenue recognition policies:
Rental revenues include revenues from the leasing of space at our properties to tenants, lease termination income, revenues from the Hotel Pennsylvania, trade shows and tenant services.
◦Revenues from the leasing of space at our properties to tenants include (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of common area maintenance expenses, and (ii) reimbursement of real estate taxes and insurance expenses. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842.
◦Lease revenues and reimbursement of common area maintenance, real estate taxes and insurance are presented in the following tables as "property rentals." Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain of being exercised. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred.
◦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 the 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").
Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities and includes Building Maintenance Services LLC ("BMS") cleaning, engineering and security services. This revenue is recognized as the services are transferred in accordance with ASC 606.
Under ASC 842, we must assess on an individual lease basis whether it is probable that we will collect the future lease payments. We consider the tenant's payment history and current credit status when assessing collectability. When collectability is not deemed probable we write-off the tenant's receivables, including straight-line rent receivable, and limit lease income to cash received. Changes to the collectability of our operating leases are recorded as adjustments to "rental revenues" on our consolidated statements of income, which resulted in a decrease in income of $1,044,000and $890,000for the three months ended March 31, 2020 and 2019, respectively.


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

5.Revenue Recognition - continued
Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the three and six months ended March 31,June 30, 2020 and 2019 is set forth in Note 2122 - Segment Information.
(Amounts in thousands)For the Three Months Ended March 31, 2020 For the Three Months Ended June 30, 2020 For the Three Months Ended June 30, 2019 
Total New York Other Total New York Other Total New York Other 
Property rentals(1)$371,174
 $298,612
 $72,562
 $308,316
 $241,308
 $67,008
 $372,160
 $300,925
 $71,235
 
Hotel Pennsylvania(2)8,741
 8,741
 —
 —
 —
 —
 25,525
 25,525
 —
 
Trade shows(3)11,303
 —
 11,303
 —
 —
 —
 11,547
 —
 11,547
 
Lease revenues(1)(4)
391,218
 307,353
 83,865
 308,316
 241,308
 67,008
 409,232
 326,450
 82,782
 
Tenant services10,056
 7,380
 2,676
 6,878
 4,341
 2,537
 12,067
 9,337
 2,730
 
Rental revenues401,274
 314,733
 86,541
 315,194
 245,649
 69,545
 421,299
 335,787
 85,512
 
BMS cleaning fees32,466
 34,429
 (1,963)
(2) 
21,115
 22,405
 (1,290)
(5) 
32,570
 34,944
 (2,374)
(5) 
Management and leasing fees2,867
 2,874
 (7) 1,837
 1,701
 136
 4,500
 4,472
 28
 
Other income7,925
 3,579
 4,346
 4,880
 873
 4,007
 4,734
 1,178
 3,556
 
Fee and other income43,258
 40,882
 2,376
 27,832
 24,979
 2,853
 41,804
 40,594
 1,210
 
Total revenues$444,532
 $355,615
 $88,917
 $343,026
 $270,628
 $72,398
 $463,103
 $376,381
 $86,722
 
____________________
See notes below.

(Amounts in thousands)For the Three Months Ended March 31, 2019 For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019 
Total New York Other Total New York Other Total New York Other 
Property rentals(1)$457,741
 $385,803
 $71,938
 $679,490
 $539,920
 $139,570
 $829,901
 $686,728
 $143,173
 
Hotel Pennsylvania(2)12,609
 12,609
 —
 8,741
 8,741
 —
 38,134
 38,134
 —
 
Trade shows(3)16,956
 —
 16,956
 11,303
 —
 11,303
 28,503
 —
 28,503
 
Lease revenues(1)(4)
487,306
 398,412
 88,894
 699,534
 548,661
 150,873
 896,538
 724,862
 171,676
 
Tenant services12,571
 9,225
 3,346
 16,934
 11,721
 5,213
 24,638
 18,562
 6,076
 
Rental revenues499,877
 407,637
 92,240
 716,468
 560,382
 156,086
 921,176
 743,424
 177,752
 
BMS cleaning fees29,785
 31,757
 (1,972)
(2) 
53,581
 56,834
 (3,253)
(5) 
62,355
 66,701
 (4,346)
(5) 
Management and leasing fees2,237
 2,251
 (14) 4,704
 4,575
 129
 6,737
 6,723
 14
 
Other income2,769
 1,640
 1,129
 12,805
 4,452
 8,353
 7,503
 2,818
 4,685
 
Fee and other income34,791
 35,648
 (857) 71,090
 65,861
 5,229
 76,595
 76,242
 353
 
Total revenues$534,668
 $443,285
 $91,383
 $787,558
 $626,243
 $161,315
 $997,771
 $819,666
 $178,105
 
____________________
(1) The components of lease revenues were as follows:
 For the Three Months Ended March 31,
 2020 2019
Fixed lease revenues$337,046
 $414,877
Variable lease revenues54,172
 72,429
Lease revenues$391,218
 $487,306

(1)Reduced by $37,587 and $14,492 for the three months ended June 30, 2020 and 2019, respectively, and $38,631 and $15,382 for the six months ended June 30, 2020 and 2019, respectively, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).
(2)Temporarily closed since April 1, 2020 as a result of the pandemic.
(3)Cancelled trade shows at theMART from late March 2020 through the remainder of the year as a result of the pandemic.
(4)The components of lease revenues were as follows:
 For the Three Months Ended June 30, For the Six Months Ended June 30,
 2020 2019 2020 2019
Fixed lease revenues$312,285
 $377,524
 $649,331
 $807,611
Variable lease revenues(3,969) 31,708
 50,203
 88,927
Lease revenues$308,316
 $409,232
 $699,534
 $896,538


(5)Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.



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

6.
Real Estate Fund Investments
We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC Topic 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.
We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.
On June 9, 2020, the joint venture between the Fund and the Crowne Plaza Joint Venture defaulted on the $274,355,000 non-recourse loan on the Crowne Plaza Times Square Hotel. The interest-only loan, which bears interest at a floating rate of LIBOR plus 3.69% (3.90% as of June 30, 2020), was scheduled to mature on July 9, 2020. We are in negotiations with the lenders and there can be no assurance as to the timing and ultimate resolution of these negotiations.
As of March 31,June 30, 2020, we had 4 real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $45,129,000,$17,453,000, or $296,435,000 $324,111,000below cost, and had remaining unfunded commitments of $29,194,000, of which our share was $9,266,000. At December 31, 2019, we had 4 real estate fund investments with an aggregate fair value of $222,649,000.
Below is a summary of loss from the Fund and the Crowne Plaza Joint Venture.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Net investment income (loss)$57
 $(267)
Net unrealized (loss) gain on held investments(183,520) 100
Net investment (loss) income$(366) $459
 $(309) $192
Net unrealized loss on held investments(27,676) (16,262) (211,196) (16,162)
Loss from real estate fund investments(183,463) (167)(28,042) (15,803) (211,505) (15,970)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries127,305
 (2,737)21,953
 (4,955) 149,258
 (7,692)
Loss from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$(56,158) $(2,904)$(6,089) $(20,758) $(62,247) $(23,662)

7.    Marketable Securities
Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)
On January 23, 2020, we sold all of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. We recorded a $4,938,000 loss (mark-to-market decrease) for the threesix months ended March 31,June 30, 2020.
The table below summarizes the changes of our investment in PREIT.
(Amounts in thousands)For the Three Months Ended March 31, 2020For the Six Months Ended June 30, 2020
Balance as of December 31, 2019$33,313
$33,313
Sale of marketable securities on January 23, 2020(28,375)(28,375)
Decrease in fair value of marketable securities(1)
(4,938)(4,938)
Balance as of March 31, 2020$—
Balance as of June 30, 2020$—
____________________
(1)
Included in “interest and other investment (loss) income, net” on our consolidated statements of income (see Note 1718 - Interest and Other Investment (Loss) Income, Net).

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

8.
Investments in Partially Owned Entities
Fifth Avenue and Times Square JV
As of March 31,June 30, 2020, we own a 51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties"). The remaining 48.5% common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5% common interest in the joint venture represents an effective 51.0% interest in the Properties. The 48.5% common interest in the joint venture owned by the Investors represents an effective 47.2% interest in the Properties.
We also own $1.828 billion of preferred equity interests in certain of the properties. All of the preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.
Fifth Avenue and Times Square JV was formed in April 2019, when we contributed our interests in the Properties to the joint venture and transferred a 48.5% common interest in the joint venture to the Investors (the “Transaction”). The Transaction valued the Properties at $5.556 billion, resulting in a $2.571 billion net gain, before noncontrolling interests of $11,945,000, including a gain related to the step up in our basis of the retained portion of the assets to fair value. Subsequent to the Transaction, Manhattan street retail suffered negative market conditions and was further stressed by the COVID-19 pandemic. This has resulted in a decrease in cash flows. As of June 30, 2020, we estimated that the fair value of our investment in Fifth Avenue and Times Square JV was approximately $2,955,957,000 or $306,326,000 less than the carrying amount. In determining the fair value of our investment, we considered, among other inputs, a discounted cash flow analysis based upon market conditions and expectations of growth. As of June 30, 2020, we have concluded that the decline in the value of our investment was “other-than-temporary.” This conclusion was based on, among other factors, the significant challenges facing the retail sector and our inability to forecast a recovery in the near-term. Accordingly, we recognized a non-cash impairment loss of $306,326,000, before noncontrolling interests of $467,000, during the second quarter of 2020. The impairment loss is included in “(loss) income from partially owned entities” on our consolidated statements of income for the three and six months ended June 30, 2020.
We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements. During the three and six months ended March 31,June 30, 2020, we recognized $1,032,000$629,000 and $1,661,000, respectively, of property management fee income which is included in "fee and other income" on our consolidated statements of income. During the three and six months ended June 30, 2019, we recognized $830,000 of property management fee income.
BMS, our wholly-owned subsidiary, supervises cleaning, security and engineering services at certain of the Properties. During the three and six months ended March 31,June 30, 2020, we recognized $1,025,000$748,000 and $1,773,000, respectively, of income for these services which is included in "fee and other income" on our consolidated statements of income. During the three and six months ended June 30, 2019, we recognized $791,000 of income for these services.
Below is a summary of the latest available financial information for the Fifth Avenue and Times Square JV, which was entered into on April 18, 2019.JV.
(Amounts in thousands) For the Three Months Ended
June 30,		 For the Six Months Ended
June 30,
Income statement for the three months ended March 31, 2020: 
2020 2019 2020 2019
Income statement:       
Revenues$80,475
$66,311
 $72,888
 $146,786
 $72,888
Net income9,978
112
 21,466
 10,090
 21,466
Net loss attributable to Fifth Avenue and Times Square JV (after allocation to our preferred equity interests)(9,071)
Net (loss) income attributable to Fifth Avenue and Times Square JV (after allocation to our preferred equity interests)(19,333) 4,079
 (28,404) 4,079


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

8.    Investments in Partially Owned Entities - continued
Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX)
As of March 31,June 30, 2020, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.
As of March 31,June 30, 2020, the market value ("fair value" pursuant to ASC Topic 820, Fair Value Measurements ("ASC 820")) of our investment in Alexander’s, based on Alexander’s March 31,June 30, 2020 closing share price of $275.95,$240.90, was $456,440,000,398,465,000, or $363,673,000$308,966,000 in excess of the carrying amount on our consolidated balance sheet. As of March 31,June 30, 2020, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $38,791,000.$38,552,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.

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

8.    Investments in Partially Owned Entities - continued
Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands)Percentage Ownership at
March 31, 2020		 Balance as ofPercentage Ownership at
June 30, 2020		 Balance as of
 March 31, 2020 December 31, 2019 June 30, 2020 December 31, 2019
Investments:          
Fifth Avenue and Times Square JV51.5% $3,272,854
 $3,291,231
51.5% $2,955,957
 $3,291,231
Partially owned office buildings/land(1)
Various 460,885
 464,109
Various 460,767
 464,109
Alexander’s32.4% 92,767
 98,543
32.4% 89,499
 98,543
Other investments(2)
Various 144,285
 145,282
Various 142,428
 145,282
 $3,970,791
 $3,999,165
 $3,648,651
 $3,999,165
        
Investments in partially owned entities included in other liabilities(3):
        
7 West 34th Street53.0% $(53,951) $(54,004)53.0% $(52,549) $(54,004)
85 Tenth Avenue49.9% (7,366) (6,186)49.9% (9,188) (6,186)
 $(61,317) $(60,190) $(61,737) $(60,190)
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
(2)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza 50-70 West 93rd Street and others.
(3)Our negative basis results from distributions in excess of our investment.

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

8.    Investments in Partially Owned Entities - continued
Below is a schedule of (loss) income from partially owned entities.
(Amounts in thousands)Percentage
Ownership at
March 31, 2020		 For the Three Months Ended March 31,Percentage
Ownership at
June 30, 2020		 For the Three Months Ended
June 30,		 For the Six Months Ended
June 30,
 2020 2019 2020 2019 2020 2019
Our share of net income:     
Fifth Avenue and Times Square JV (see page 25 for details)(1):
    
Equity in net income51.5% $5,496
 $—
Our share of net (loss) income:         
Fifth Avenue and Times Square JV (see page 28 for details)(1):
        
Non-cash impairment loss $(306,326) $—
 $(306,326) $—
Return on preferred equity, net of our share of the expense 9,166
 —
 9,330
 8,586
 18,496
 8,586
Equity in net income(2)
51.5% 441
 11,217
 5,937
 11,217
 14,662
 —
 (296,555) 19,803
 (281,893) 19,803
Alexander's (see page 25 for details):    
Alexander's (see page 29 for details):        
Equity in net income32.4% 1,416
 5,717
32.4% 3,929
 3,597
 5,345
 9,314
Management, leasing and development fees 1,260
 1,057
 1,222
 1,122
 2,482
 2,179
 2,676
 6,774
 5,151
 4,719
 7,827
 11,493
            
Partially owned office buildings(2)
Various 1,322
 106
Partially owned office buildings(3)
Various 810
 (1,451) 2,132
 (1,345)
            
Other investments(3)
Various 443
 440
Other investments(4)
Various (1,279) (198) (836) 242
            
 $19,103
 $7,320
 $(291,873) $22,873
 $(272,770) $30,193
____________________
(1)Entered into on April 18, 2019.
(2)
The decrease in our share of net income for the three and six months ended June 30, 2020 compared to June 30, 2019 was primarily due to (i) $4,737 of write-offs of lease receivables deemed uncollectible during the second quarter of 2020 and (ii) a $4,360 reduction in income related to a Forever 21 lease modification at 1540 Broadway.
(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.
(3)(4)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Urban Edge Properties (sold on March 4, 2019), PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and others.
9.220 Central Park South ("220 CPS")
We are 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) is estimated to be approximately $1.450 billion, of which $1.395$1.419 billion has been expended as of March 31,June 30, 2020.
During the three months ended March 31,June 30, 2020, we closed on the sale of 74 condominium units at 220 CPS for net proceeds aggregating $191,216,000$156,972,000 resulting in a financial statement net gain of $68,589,000$55,695,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $8,678,000$6,690,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31,During the six months ended June 30, 2020, we closed on the sale of 7211condominium units at 220 CPS for net proceeds aggregating $348,188,000 resulting in a financial statement net gain of $124,284,000. In connection with these sales, $15,368,000 of income tax expense was recognized in our consolidated statements of income. From inception to June 30, 2020, we closed on the sale of 76 units for aggregate net proceeds of $2,011,348,000.$2,168,320,000 resulting in financial statement net gains of $809,901,000.

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

10.
Identified Intangible Assets and Liabilities
The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases).
(Amounts in thousands)Balance as ofBalance as of
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Identified intangible assets:      
Gross amount$129,421
 $129,552
$125,149
 $129,552
Accumulated amortization(100,298) (98,587)(97,489) (98,587)
Total, net$29,123
 $30,965
$27,660
 $30,965
Identified intangible liabilities (included in deferred revenue):      
Gross amount$315,930
 $316,119
$293,008
 $316,119
Accumulated amortization(266,714) (262,580)(249,106) (262,580)
Total, net$49,216
 $53,539
$43,902
 $53,539

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $4,206,000$5,200,000 and $6,525,000$4,643,000 for the three months ended March 31,June 30, 2020 and 2019, respectively, and $9,406,000 and $11,168,000 for the six months ended June 30, 2020 and 2019, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2021 is as follows:
(Amounts in thousands)  
2021$11,087
$10,780
20229,061
9,429
20236,531
6,900
20242,787
3,155
20251,233
1,602

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $1,727,000$1,354,000 and $3,545,000$1,935,000 for the three months ended March 31,June 30, 2020 and 2019, respectively, and $3,081,000 and $5,480,000 for the six months ended June 30, 2020 and 2019, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases for each of the five succeeding years commencing January 1, 2021 is as follows:
(Amounts in thousands)  
2021$5,251
$4,377
20223,538
3,893
20233,452
3,807
20242,838
3,193
20251,921
2,277


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

11.
Debt
Unsecured Term Loan
On February 28, 2020, we increased our unsecured term loan balance to $800,000,000 (from $750,000,000) by exercising an accordion feature. Pursuant to an existing swap agreement, $750,000,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000,000 floats at a rate of LIBOR plus 1.00% (1.94%(1.18% as of March 31,June 30, 2020). The entire $800,000,000 will float thereafter for the duration of the loan through February 2024.
The following is a summary of our debt:
(Amounts in thousands)Weighted Average Interest Rate at
March 31, 2020		 Balance as ofWeighted Average Interest Rate at
June 30, 2020		 Balance as of
 March 31, 2020 December 31, 2019 June 30, 2020 December 31, 2019
Mortgages Payable:          
Fixed rate3.52% $4,599,366
 $4,601,516
3.52% $4,589,860
 $4,601,516
Variable rate2.89% 1,071,562
 1,068,500
1.76% 1,072,797
 1,068,500
Total3.40% 5,670,928
 5,670,016
3.19% 5,662,657
 5,670,016
Deferred financing costs, net and other (27,221) (30,119) (24,305) (30,119)
Total, net $5,643,707
 $5,639,897
 $5,638,352
 $5,639,897
    
Unsecured Debt:        
Senior unsecured notes3.50% $450,000
 $450,000
3.50% $450,000
 $450,000
Deferred financing costs, net and other (3,924) (4,128) (3,721) (4,128)
Senior unsecured notes, net 446,076
 445,872
 446,279
 445,872
        
Unsecured term loan3.75% 800,000
 750,000
3.70% 800,000
 750,000
Deferred financing costs, net and other (4,026) (4,160) (3,764) (4,160)
Unsecured term loan, net 795,974
 745,840
 796,236
 745,840
        
Unsecured revolving credit facilities1.78% 1,075,000
 575,000
1.09% 1,075,000
 575,000
        
Total, net $2,317,050
 $1,766,712
 $2,317,515
 $1,766,712



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

12.
Redeemable Noncontrolling Interests/Redeemable Partnership Units
Interests
Redeemable Noncontrolling Partnership Units
Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership.
Below is a table summarizing the activity of redeemable noncontrolling interests/redeemable partnership units.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Beginning balance$888,915
 $783,562
$623,799
 $867,085
 $888,915
 $783,562
Net income390
 12,202
Other comprehensive loss(2,983) (1,276)
Net (loss) income(14,364) 162,515
 (13,974) 174,717
Other comprehensive income (loss)5
 (1,806) (2,978) (3,082)
Distributions(8,898) (8,488)(9,100) (8,448) (17,998) (16,936)
Redemption of Class A units for Vornado common shares, at redemption value(1,640) (3,181)(824) (2,948) (2,464) (6,129)
Adjustments to carry redeemable Class A units at redemption value(267,170) 65,818
18,291
 (165,225) (248,879) (99,407)
Other, net15,185
 18,448
6,997
 10,889
 22,182
 29,337
Ending balance$623,799
 $867,085
$624,804
 $862,062
 $624,804
 $862,062

As of March 31,June 30, 2020 and December 31, 2019, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $619,264,000$620,269,000 and $884,380,000, respectively.
Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $49,938,000$50,058,000 and $50,561,000 as of March 31,June 30, 2020 and December 31, 2019, respectively. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

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

12.Redeemable Noncontrolling Interests - continued
Redeemable Noncontrolling Interest in a Consolidated Subsidiary
The consolidated joint venture in which we own a 95% interest (the remaining 5% is owned by the Related Companies ("Related")) is developing Farley Office and Retail (the "Project"). During the second quarter of 2020, a historic tax credit investor ("Tax Credit Investor") funded $92,400,000 of capital contributions. The Tax Credit Investor is projected to have $142,000,000 of net capital contributed after making an estimated $185,000,000 in total contributions and receiving an estimated $43,000,000 in distributions from the joint venture, which includes amounts paid upon the potential exercise of their put option, as discussed below.
The arrangement includes a put option whereby the joint venture may be obligated to purchase the Tax Credit Investor’s ownership interest in the Project at a future date. The put price is calculated based on a pre-determined formula. As exercise of the put option is outside of the joint venture’s control, the Tax Credit Investor’s interest, together with the put option, have been recorded to “redeemable noncontrolling interest in a consolidated subsidiary” on our consolidated balance sheet as of June 30, 2020. The redeemable noncontrolling interest is recorded at the greater of the carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. There was no adjustment required for the three and six months ended June 30, 2020.
Below is a table summarizing the activity of redeemable noncontrolling interest in a consolidated subsidiary.
(Amounts in thousands)
For the Three and
Six Months Ended
June 30, 2020
Beginning balance$—
Contributions92,400
Net income136
Other, net1,576
Ending balance$94,112


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

13.
Shareholders' Equity/Partners' Capital
Common Shares (Vornado Realty Trust)
On December 18, 2019, Vornado's Board of Trustees declared a special dividend of $1.95 per share, or $372,380,000 in the aggregate, which was paid on January 15, 2020 to common shareholders of record on December 30, 2019 (the "Record Date").
Class A Units (Vornado Realty L.P.)
On January 15, 2020, distributions of $1.95 per unit, or $398,292,000 in the aggregate, were paid to Class A unitholders of the Operating Partnership as of the Record Date, of which $372,380,000 was distributed to Vornado, in connection with the special dividend declared on December 18, 2019 by Vornado's Board of Trustees.
The following table sets forth the details of our dividends/distributions per common share/Class A unit and dividends/distributions per share/unit for each class of preferred shares/units of beneficial interest.
(Per share/unit)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Shares/Units:          
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units$0.66
 $0.66
$0.66
 $0.66
 $1.32
 $1.32
Convertible Preferred(1):
          
6.5% Series A: authorized 15,540 and 83,977 shares/units(2)
0.8125
 0.8125
6.5% Series A: authorized 13,694 and 83,977 shares/units(2)
0.8125
 0.8125
 1.6250
 1.6250
Cumulative Redeemable Preferred(1):
          
5.70% Series K: authorized 12,000,000 shares/units(3)
0.3563
 0.3563
0.3563
 0.3563
 0.7126
 0.7126
5.40% Series L: authorized 13,800,000 shares/units(3)
0.3375
 0.3375
0.3375
 0.3375
 0.6750
 0.6750
5.25% Series M: authorized 13,800,000 shares/units(3)
0.3281
 0.3281
0.3281
 0.3281
 0.6562
 0.6562
____________________
(1)Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.
(2)Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/ Class A units per Series A Preferred Share/Unit.
(3)Redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption.

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

13.Shareholders' Equity/Partners' Capital - continued
Accumulated Other Comprehensive Loss
The following tables set forth the changes in accumulated other comprehensive loss by component.
(Amounts in thousands)Total 
Accumulated other comprehensive income (loss) of nonconsolidated
subsidiaries
 
Interest
rate swaps
 OtherTotal 
Accumulated other comprehensive income (loss) of nonconsolidated
subsidiaries
 
Interest
rate swaps
 Other
For the three months ended March 31, 2020:       
For the three months ended June 30, 2020:       
Balance as of March 31, 2020$(82,719) $12
 $(81,603) $(1,128)
Other comprehensive income (loss)73
 —
 78
 (5)
Balance as of June 30, 2020$(82,646) $12
 $(81,525) $(1,133)
       
For the three months ended June 30, 2019:       
Balance as of March 31, 2019$(11,385) $(43) $(5,270) $(6,072)
Other comprehensive (loss) income(26,681) 25
 (28,515) 1,809
Balance as of June 30, 2019$(38,066) $(18) $(33,785) $(4,263)
       
For the six months ended June 30, 2020:       
Balance as of December 31, 2019$(40,233) $4
 $(36,126) $(4,111)$(40,233) $4
 $(36,126) $(4,111)
Other comprehensive (loss) income(42,486) 8
 (45,477) 2,983
(42,413) 8
 (45,399) 2,978
Balance as of March 31, 2020$(82,719) $12
 $(81,603) $(1,128)
Balance as of June 30, 2020$(82,646) $12
 $(81,525) $(1,133)
              
For the three months ended March 31, 2019:       
For the six months ended June 30, 2019:       
Balance as of December 31, 2018$7,664
 $3,253
 $11,759
 $(7,348)$7,664
 $3,253
 $11,759
 $(7,348)
Other comprehensive (loss) income(16,738) (985) (17,029) 1,276
(43,419) (960) (45,544) 3,085
Amount reclassified from accumulated other comprehensive loss(2,311) (2,311) —
 —
(2,311) (2,311) —
 —
Balance as of March 31, 2019$(11,385) $(43) $(5,270) $(6,072)
Balance as of June 30, 2019$(38,066) $(18) $(33,785) $(4,263)

14.Variable Interest Entities ("VIEs")
Unconsolidated VIEs
As of March 31,June 30, 2020 and December 31, 2019, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 8 – Investments in Partially Owned Entities). As of March 31,June 30, 2020 and December 31, 2019, the net carrying amount of our investments in these entities was $215,962,000$217,103,000 and $217,451,000, respectively and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.
Consolidated VIEs
Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Farley joint venture and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.
As of March 31,June 30, 2020, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,860,033,000$5,089,516,000 and $2,692,361,000,$2,811,319,000, respectively. As of December 31, 2019, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,923,656,000 and $2,646,623,000, respectively.

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

15.
Fair Value Measurements
ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.

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
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) loans receivable (for which we have elected the fair value option under ASC 825-10), (v) interest rate swaps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy.
(Amounts in thousands)As of March 31, 2020As of June 30, 2020
Total Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
Real estate fund investments$45,129
 $—
 $—
 $45,129
$17,453
 $—
 $—
 $17,453
Deferred compensation plan assets ($12,116 included in restricted cash and $78,772 in other assets)90,888
 60,320
 —
 30,568
Loans receivable ($40,547 included in investments in partially owned entities and $11,443 in other assets)51,990
 —
 —
 51,990
Deferred compensation plan assets ($12,444 included in restricted cash and $81,637 in other assets)94,081
 57,909
 —
 36,172
Loans receivable ($41,340 included in investments in partially owned entities and $5,335 in other assets)46,675
 —
 —
 46,675
Interest rate swaps (included in other assets)94
 —
 94
 —
67
 —
 67
 —
Total assets$188,101
 $60,320
 $94
 $127,687
$158,276
 $57,909
 $67
 $100,300
              
Mandatorily redeemable instruments (included in other liabilities)$49,938
 $49,938
 $—
 $—
$50,058
 $50,058
 $—
 $—
Interest rate swaps (included in other liabilities)81,601
 —
 81,601
 —
81,502
 —
 81,502
 —
Total liabilities$131,539
 $49,938
 $81,601
 $—
$131,560
 $50,058
 $81,502
 $—
              
(Amounts in thousands)As of December 31, 2019As of December 31, 2019
Total Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
Marketable securities$33,313
 $33,313
 $—
 $—
$33,313
 $33,313
 $—
 $—
Real estate fund investments222,649
 —
 —
 222,649
222,649
 —
 —
 222,649
Deferred compensation plan assets ($11,819 included in restricted cash and $91,954 in other assets)103,773
 71,338
 —
 32,435
103,773
 71,338
 —
 32,435
Interest rate swaps (included in other assets)4,327
 —
 4,327
 —
4,327
 —
 4,327
 —
Total assets$364,062
 $104,651
 $4,327
 $255,084
$364,062
 $104,651
 $4,327
 $255,084
              
Mandatorily redeemable instruments (included in other liabilities)$50,561
 $50,561
 $—
 $—
$50,561
 $50,561
 $—
 $—
Interest rate swaps (included in other liabilities)40,354
 —
 40,354
 —
40,354
 —
 40,354
 —
Total liabilities$90,915
 $50,561
 $40,354
 $—
$90,915
 $50,561
 $40,354
 $—




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
Real Estate Fund Investments
As of March 31,June 30, 2020, we had 4 real estate fund investments with an aggregate fair value of $45,129,000,$17,453,000, or $296,435,000$324,111,000 below cost. 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 real estate fund investments.
Range 
Weighted Average
(based on fair value of investments)
Range 
Weighted Average
(based on fair value of investments)
Unobservable Quantitative InputMarch 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019
Discount rates10.0% to 15.0% 8.2% to 12.0% 13.8% 9.3%6.8% to 15.0% 8.2% to 12.0% 13.4% 9.3%
Terminal capitalization rates6.0% to 9.9% 4.6% to 8.2% 7.6% 5.3%5.5% to 9.3% 4.6% to 8.2% 7.3% 5.3%


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
Real Estate Fund Investments - continued
The inputs on the previous pageabove are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. 
The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Beginning balance$222,649
 $318,758
$45,129
 $322,858
 $222,649
 $318,758
Purchases/additional fundings6,000
 4,000
—
 —
 6,000
 4,000
Net unrealized (loss) gain on held investments(183,520) 100
Net unrealized loss on held investments(27,676) (16,262) (211,196) (16,162)
Ending balance$45,129
 $322,858
$17,453
 $306,596
 $17,453
 $306,596

Deferred Compensation Plan Assets
Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The period of time over which these underlying assets are expected to be liquidated is unknown. The third party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.
The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Beginning balance$32,435
 $37,808
$30,568
 $37,562
 $32,435
 $37,808
Purchases5,656
 1,969
 6,949
 2,877
Sales(2,475) (2,114)(357) (18,041) (2,832) (20,155)
Purchases1,293
 908
Realized and unrealized (losses) gains(1,229) 523
Realized and unrealized gains (losses)38
 215
 (1,191) 738
Other, net544
 437
267
 286
 811
 723
Ending balance$30,568
 $37,562
$36,172
 $21,991
 $36,172
 $21,991


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.
 June 30, 2020
 Range Weighted Average
(based on fair value of investments)
Unobservable Quantitative Input   
Discount rates6.0% to 6.5% 6.1%
Terminal capitalization rates5.0% 5.0%

The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended June 30, 2020 For the Six Months Ended June 30, 2020
Beginning balance$51,990
 $59,251
Credit losses(6,108) (13,369)
Interest accrual793
 793
Ending balance$46,675
 $46,675

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 June 30, 2020 and December 31, 2019.
(Amounts in thousands) As of June 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 $67
 $175,000
        
             
Included in other liabilities:            
Unsecured term loan $68,709
 $750,000
(1) 
L+100 1.18% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 9,592
 100,000
 L+180 1.99% 4.14% 1/25
888 Seventh Avenue mortgage loan 2,355
 375,000
 L+170 1.88% 3.25% 12/20
770 Broadway mortgage loan 846
 700,000
 L+175 1.93% 2.56% 9/20
  $81,502
 $1,925,000
        
____________________
(1)March 31, 2020
RangeWeighted Average
(based on fair value
Remaining $50,000 balance of investments)
Unobservable Quantitative Input
Discount rates6.0% to 14.0%7.0%
Terminal capitalization rates5.0% to 6.0%5.1%our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.


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

15.Fair Value Measurements - continued
15.    Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Loans ReceivableDerivatives and Hedging - continued
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 March 31, 2020
Beginning balance$59,251
Credit losses(7,261)
Ending balance$51,990
(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 June 30, 2020, assets measured at fair value on a nonrecurring basis (for impairment purposes) on our consolidated balance sheet consist of our investment in Fifth Avenue and Times Square JV. There were 0 assets measured at fair value on a nonrecurring basis on our consolidated balance sheetssheet as of March 31, 2020 and 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 4.5% and discount rate of 6.0%, resulting in a write-down during the three months ended June 30, 2020 of $306,326,000 before noncontrolling interests of $467,000 (see Note 8 - Investments in Partially Owned Entities).
(Amounts in thousands)As of June 30, 2020
 Total Level 1 Level 2 Level 3
Investment in Fifth Avenue and Times Square JV$2,955,957
 $—
 $—
 $2,955,957

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 value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair 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.
(Amounts in thousands)(Amounts in thousands)As of March 31, 2020 As of December 31, 2019(Amounts in thousands)As of June 30, 2020 As of December 31, 2019
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash equivalentsCash equivalents$1,422,502
 $1,423,000
 $1,276,815
 $1,277,000
Cash equivalents$1,494,756
 $1,495,000
 $1,276,815
 $1,277,000
Debt:Debt:       Debt:       
Mortgages payable$5,670,928
 $5,689,000
 $5,670,016
 $5,714,000
Mortgages payable$5,662,657
 $5,656,000
 $5,670,016
 $5,714,000
Senior unsecured notes450,000
 434,000
 450,000
 468,000
Senior unsecured notes450,000
 450,000
 450,000
 468,000
Unsecured term loan800,000
 800,000
 750,000
 750,000
Unsecured term loan800,000
 800,000
 750,000
 750,000
Unsecured revolving credit facilities1,075,000
 1,075,000
 575,000
 575,000
Unsecured revolving credit facilities1,075,000
 1,075,000
 575,000
 575,000
Total$7,995,928
(1) 
$7,998,000
 $7,445,016
(1) 
$7,507,000
Total$7,987,657
(1) 
$7,981,000
 $7,445,016
(1) 
$7,507,000

____________________
(1)Excludes $35,171$31,790 and $38,407 of deferred financing costs, net and other as of March 31,June 30, 2020 and December 31, 2019, respectively.
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.

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

15.Fair Value Measurements - continued
Derivatives and Hedging - continued
The following table summarizes our consolidated derivative instruments, all of which hedge variable rate debt.
(Amounts in thousands) As of March 31, 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 $94
 $175,000
        
             
Included in other liabilities:            
Unsecured term loan $68,439
 $750,000
(1) 
L+100 1.94% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 9,141
 100,000
 L+180 2.81% 4.14% 1/25
888 Seventh Avenue mortgage loan 3,077
 375,000
 L+170 2.62% 3.25% 12/20
770 Broadway mortgage loan 944
 700,000
 L+175 2.76% 2.56% 9/20
  $81,601
 $1,925,000
        
____________________
(1)
Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.
16.Stock-based Compensation
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 $25,765,000$7,703,000 and $31,654,000$10,520,000 for the three months ended March 31,June 30, 2020 and 2019, respectively, and $33,468,000 and $42,174,000 for the six months ended June 30, 2020 and 2019, respectively.
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 plan of which $32,930,000 was granted to senior executives. The fair value of the 2020 OPP granted was $11,686,000, of which $7,583,000 was immediately expensed due to the acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service). The remaining $4,103,000 is being amortized into expense over a 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 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 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 Measurement Date.  In addition, all of 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 2020 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.

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

17.
Lease Liability Extinguishment Gain (Transaction Related Costs and Impairment Losses)
The following table sets forth the details of lease liability extinguishment gain (transaction related costs and impairment losses):
(Amounts in thousands)For the Three Months Ended June 30, For the Six Months Ended June 30,
 2020 2019 2020 2019
608 Fifth Avenue non-cash lease liability extinguishment gain (impairment loss) (see below for details)$70,260
 $(93,860) $70,260
 $(93,860)
Transaction related costs(1,039) (230) (1,110) (379)
Other non-cash impairment losses—
 (7,500) —
 (7,500)
 $69,221
 $(101,590) $69,150
 $(101,739)

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 was subject to a land and building lease which was set to expire in 2033. During the second quarter of 2019, we concluded that the carrying amount of the property was not recoverable and recognized a $93,860,000 non-cash impairment loss on our consolidated statements of income, of which $75,220,000 resulted from the impairment of our right-of-use asset.
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 second quarter of 2020.
18.
Interest and Other Investment (Loss) Income, Net
The following table sets forth the details of interest and other investment (loss) income, net:
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
(Decrease) increase in fair value of marketable securities:   
Increase (decrease) in fair value of marketable securities:       
PREIT(1)
$(4,938) $(15,649)$—
 $1,313
 $(4,938) $(14,336)
Lexington Realty Trust(2)
—
 16,068
—
 —
 —
 16,068
Other—
 42
—
 (1) —
 41
(4,938) 461
—
 1,312
 (4,938) 1,773
Credit losses on loans receivable(3)
(7,261) —
(6,108) —
 (13,369) —
Interest on cash and cash equivalents and restricted cash3,966
 2,067
1,498
 2,626
 5,464
 4,693
Interest on loans receivable1,426
 1,606
810
 1,635
 2,236
 3,241
Dividends on marketable securities—
 1,313
 —
 1,313
Other, net903
 911
907
 954
 1,810
 1,865
$(5,904) $5,045
$(2,893) $7,840
 $(8,797) $12,885
____________________
(1)Sold on January 23, 2020 (see page 2427 for details).
(2)Sold on March 1, 2019.
(3)
See Note 4 - Recently Issued Accounting Literature and Note 15 - Fair Value Measurementsfor details.
18.19.
Interest and Debt Expense
The following table sets forth the details of interest and debt expense:
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 20192020 2019 2020 2019
Interest expense(1)
$66,635
 $117,647
$63,545
 $76,605
 $130,180
 $194,252
Capitalized interest and debt expense(12,055) (23,325)(9,446) (19,812) (21,501) (43,137)
Amortization of deferred financing costs4,262
 8,141
4,306
 6,236
 8,568
 14,377
$58,842
 $102,463
$58,405
 $63,029
 $117,247
 $165,492

____________________
(1)
Thesix months ended June 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)

19.20.(Loss) Income Per Share/(Loss) Income Per Class A Unit
Vornado Realty Trust
The following table presents the calculations of (i) basic income per common share which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted income per common share which includes the weighted average common shares and dilutive share equivalents. Unvested share-based payment awards that contain nonforfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include restricted stock awards, based on the two-class method. Other potential dilutive share equivalents such as our employee stock options, 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 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 March 31,
 2020 2019
Numerator:   
Income from continuing operations, net of income attributable to noncontrolling interests$17,494
 $194,150
Loss from discontinued operations—
 (128)
Net income attributable to Vornado17,494
 194,022
Preferred share dividends(12,531) (12,534)
Net income attributable to common shareholders4,963
 181,488
Earnings allocated to unvested participating securities(51) (19)
Numerator for basic income per share4,912
 181,469
Impact of assumed conversions:   
Convertible preferred share dividends—
 15
Numerator for diluted income per share$4,912
 $181,484
    
Denominator:   
Denominator for basic income per share – weighted average shares 191,038
 190,689
Effect of dilutive securities(1):
   
Employee stock options and restricted stock awards75
 271
Convertible preferred shares—
 36
Denominator for diluted income per share – weighted average shares and assumed conversions191,113
 190,996
    
INCOME PER COMMON SHARE - BASIC:   
Net income per common share$0.03
 $0.95
    
INCOME PER COMMON SHARE - DILUTED:   
Net income per common share$0.03
 $0.95
____________________
(1)The effect of dilutive securities for the three months ended March 31, 2020 and 2019 excluded an aggregate of 13,543 and 12,525 weighted average common share equivalents, respectively, as their effect was anti-dilutive.

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

19.Income Per Share/Income Per Class A Unit - continued
Vornado Realty L.P.
The following table presents the calculations of (i) basic income per Class A unit which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units and (ii) diluted income 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 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 unit ("EPU") using the treasury stock method, while the dilutive effect of our Series A convertible preferred units is reflected in diluted EPU by application of the if-converted method.
(Amounts in thousands, except per unit amounts)For the Three Months Ended March 31,
 2020 2019
Numerator:   
Income from continuing operations, net of income attributable to noncontrolling interests in consolidated subsidiaries$17,884
 $206,361
Loss from discontinued operations—
 (137)
Net income attributable to Vornado Realty L.P.17,884
 206,224
Preferred unit distributions(12,572) (12,575)
Net income attributable to Class A unitholders5,312
 193,649
Earnings allocated to unvested participating securities(4,918) (1,147)
Numerator for basic income per Class A unit394
 192,502
Impact of assumed conversions:   
Convertible preferred unit distributions—
 15
Numerator for diluted income per Class A unit$394
 $192,517
    
Denominator:   
Denominator for basic income per Class A unit – weighted average units203,370
 202,772
Effect of dilutive securities(1):
   
Vornado stock options, Vornado restricted stock awards, OP Units and OPPs146
 536
Convertible preferred units—
 36
Denominator for diluted income per Class A unit – weighted average units and assumed conversions203,516
 203,344
    
INCOME PER CLASS A UNIT - BASIC:   
Net income per Class A unit$—
 $0.95
    
INCOME PER CLASS A UNIT - DILUTED:   
Net income per Class A unit$—
 $0.95
____________________
(1)The effect of dilutive securities for the three months ended March 31, 2020 and 2019 excluded an aggregate of 1,140 and 177 Class A unit equivalents, respectively, as their effect was anti-dilutive.


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

20.
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, 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 $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,430,413 and 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.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our 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 reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
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 costs to us.
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.
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. In March 2020, as no resolution had been reached with EDC, we did not pay the monthly rent due under the non-recourse lease. As of March 31, 2020, we have a $45,790,000 lease liability and a $34,732,000 right-of-use asset recorded for this lease.

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

20.Commitments and Contingencies - continued
Other Commitments and Contingencies - continued
In August 2019, we delivered the required nine month notice to the ground lessor of our land and building lease at 608 Fifth Avenue that we will surrender the property in May 2020. As of March 31, 2020, a $71,071,000 lease liability remains, which will be recognized as income when the non-recourse lease is terminated.
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 Empire State Development ("ESD"), an entity of New York State, for the Farley Office and Retail Building. As of March 31, 2020, the aggregate dollar amount of these guarantees and master leases is approximately $1,543,000,000.
As of March 31, 2020, $17,458,000 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.
The joint venture in which we own a 95.0% ownership interest was designated by ESD to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, 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.
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 March 31, 2020 fair value of the Fund assets, at liquidation we would be required to make a $24,300,000 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 March 31, 2020, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $11,000,000.
As of March 31, 2020, we have construction commitments aggregating approximately $559,000,000.
21.
Segment Information
We operate in 2 reportable segments, New York and Other, which is based on how we manage our business.
Net operating income ("NOI") at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.








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


21.Segment Information - continued
Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the three months ended March 31, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended
March 31,
 2020 2019
Net (loss) income$(104,503) $213,044
Depreciation and amortization expense92,793
 116,709
General and administrative expense52,834
 58,020
Transaction related costs and other71
 149
Income from partially owned entities(19,103) (7,320)
Loss from real estate fund investments183,463
 167
Interest and other investment loss (income), net5,904
 (5,045)
Interest and debt expense58,842
 102,463
Net gains on disposition of wholly owned and partially owned assets(68,589) (220,294)
Income tax expense12,813
 29,743
Loss from discontinued operations—
 137
NOI from partially owned entities81,881
 67,402
NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (17,403)
NOI at share280,913
 337,772
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other3,076
 (5,181)
NOI at share - cash basis$283,989
 $332,591

Below is a summary of NOI at share, NOI at share - cash basisby segment for the three months ended March 31, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended March 31, 2020
 Total New York Other
Total revenues$444,532
 $355,615
 $88,917
Operating expenses(230,007) (183,031) (46,976)
NOI - consolidated214,525
 172,584
 41,941
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (8,433) (7,060)
Add: NOI from partially owned entities81,881
 78,408
 3,473
NOI at share280,913
 242,559
 38,354
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other3,076
 1,106
 1,970
NOI at share - cash basis$283,989
 $243,665
 $40,324
(Amounts in thousands)For the Three Months Ended March 31, 2019
 Total New York Other
Total revenues$534,668
 $443,285
 $91,383
Operating expenses(246,895) (198,095) (48,800)
NOI - consolidated287,773
 245,190
 42,583
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(17,403) (11,407) (5,996)
Add: NOI from partially owned entities67,402
 49,575
 17,827
NOI at share337,772
 283,358
 54,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(5,181) (6,618) 1,437
NOI at share - cash basis$332,591
 $276,740
 $55,851




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 March 31, 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2020 and 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, 2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 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, 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 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

New York, New York
May 4, 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 March 31, 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2020 and 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, 2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 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, 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 Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with 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

New York, New York
May 4, 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 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 novel strain of coronavirus ("COVID-19") pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it will 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, 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 months ended March 31, 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 months ended March 31, 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
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 92.7% of the common limited partnership interest in the Operating Partnership as of March 31, 2020. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We compete with a large number of real estate investors, property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q for additional information regarding these factors.
In December 2019, COVID-19 was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential" business and activity in an aggressive effort to curb the spread of the virus. Consequently, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.
Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread. Some of the effects on us include the following:
•
With the exception of grocery stores and other "essential" businesses, substantially all of our retail tenants have closed their stores and many are seeking rent relief.
•
While our office buildings remain open, substantially all of our office tenants are working remotely.
•
We have temporarily closed the Hotel Pennsylvania.
•
We have postponed trade shows at theMART for the remainder of 2020.
•
Because certain of our development projects are deemed "non-essential," they have been temporarily paused due to New York State executive orders.
Closings on the sale of condominium units at 220 Central Park South have continued. During April 2020 we closed on the sale of four condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.
We placed 1,803 employees on temporary furlough, including 1,293 employees of Building Maintenance Services LLC, 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.
•
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 his or her $75,000 annual cash retainer for the remainder of 2020.
We have collected substantially all of the rent due for March 2020 and collected 90% of rent due from our office tenants for the month of April 2020 and 53% of the rent due from our retail tenants for the month of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. While we believe that our tenants are required to pay rent under their leases, we have implemented and will continue to consider temporary rent deferrals on a case-by-case basis.
We have not experienced any material impact to our internal control over financial reporting to date as a result of most of our employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact to their design and operating effectiveness.
In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue to occur, the impact of COVID-19 on our financial condition and operating results remains highly uncertain but the impact could be material. The impact on us includes lower rental income and potentially lower occupancy levels at our properties which will result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders. In addition, the value of our real estate assets may decline, which may result in non-cash impairment charges in future periods and that impact could be material.

Overview - continued

Vornado Realty Trust
The following table presents the calculations of (i) basic (loss) income per common share which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted (loss) income per common share which includes the weighted average common shares and dilutive share equivalents. Unvested share-based payment awards that contain nonforfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include restricted stock awards, based on the two-class method. Other potential dilutive share equivalents such as our employee stock options, 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 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 June 30, For the Six Months Ended June 30,
 2020 2019 2020 2019
Numerator:       
(Loss) income from continuing operations, net of (loss) income attributable to noncontrolling interests$(185,220) $2,412,671
 $(167,726) $2,606,821
Income (loss) from discontinued operations—
 56
 —
 (72)
Net (loss) income attributable to Vornado(185,220) 2,412,727
 (167,726) 2,606,749
Preferred share dividends(12,530) (12,532) (25,061) (25,066)
Net (loss) income attributable to common shareholders(197,750) 2,400,195
 (192,787) 2,581,683
Earnings allocated to unvested participating securities(18) (239) (69) (258)
Numerator for basic (loss) income per share(197,768) 2,399,956
 (192,856) 2,581,425
Impact of assumed conversions:       
Convertible preferred share dividends—
 14
 —
 29
Earnings allocated to Out-Performance Plan units—
 —
 —
 9
Numerator for diluted (loss) income per share$(197,768) $2,399,970
 $(192,856) $2,581,463
        
Denominator:       
Denominator for basic (loss) income per share – weighted average shares 191,104
 190,781
 191,071
 190,735
Effect of dilutive securities(1):
       
Employee stock options and restricted stock awards—
 243
 —
 256
Convertible preferred shares—
 34
 —
 35
Out-Performance Plan units—
 —
 —
 4
Denominator for diluted (loss) income per share – weighted average shares and assumed conversions191,104
 191,058
 191,071
 191,030
        
(LOSS) INCOME PER COMMON SHARE - BASIC:       
Net (loss) income per common share$(1.03) $12.58
 $(1.01) $13.53
        
(LOSS) INCOME PER COMMON SHARE - DILUTED:       
Net (loss) income per common share$(1.03) $12.56
 $(1.01) $13.51
____________________
(1)The effect of dilutive securities excluded an aggregate of 14,242 and 12,609 weighted average common shares for the three months ended June 30, 2020 and 2019, respectively, and 13,992 and 12,521 weighted average common share equivalents for the six months ended June 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.(Loss) Income Per Share/(Loss) Income Per Class A Unit - continued
Vornado Realty L.P.
The following table presents the calculations of (i) basic (loss) income per Class A unit which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units and (ii) diluted (loss) income per Class A unit which includes the weighted average Class A 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 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 unit ("EPU") using the treasury stock method, while the dilutive effect of our Series A convertible preferred units is reflected in diluted EPU by application of the if-converted method.
(Amounts in thousands, except per unit amounts)For the Three Months Ended June 30, For the Six Months Ended June 30,
 2020 2019 2020 2019
Numerator:       
(Loss) income from continuing operations, net of (loss) income attributable to noncontrolling interests in consolidated subsidiaries$(199,584) $2,575,182
 $(181,700) $2,781,543
Income (loss) from discontinued operations—
 60
 —
 (77)
Net (loss) income attributable to Vornado Realty L.P.(199,584) 2,575,242
 (181,700) 2,781,466
Preferred unit distributions(12,571) (12,573) (25,143) (25,148)
Net (loss) income attributable to Class A unitholders(212,155) 2,562,669
 (206,843) 2,756,318
Earnings allocated to unvested participating securities(1,439) (10,162) (6,357) (10,860)
Numerator for basic (loss) income per Class A unit(213,594) 2,552,507
 (213,200) 2,745,458
Impact of assumed conversions:       
Convertible preferred unit distributions—
 14
 —
 29
Numerator for diluted (loss) income per Class A unit$(213,594) $2,552,521
 $(213,200) $2,745,487
        
Denominator:       
Denominator for basic (loss) income per Class A unit – weighted average units203,512
 202,924
 203,441
 202,848
Effect of dilutive securities(1):
       
Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs—
 522
 —
 508
Convertible preferred units—
 34
 —
 35
Denominator for diluted (loss) income per Class A unit – weighted average units and assumed conversions203,512
 203,480
 203,441
 203,391
        
(LOSS) INCOME PER CLASS A UNIT - BASIC:       
Net (loss) income per Class A unit$(1.05) $12.58
 $(1.05) $13.53
        
(LOSS) INCOME PER CLASS A UNIT - DILUTED:       
Net (loss) income per Class A unit$(1.05) $12.54
 $(1.05) $13.50
____________________
(1)
The effect of dilutive securities excluded an aggregate of 1,834 and 187 Class A unit equivalents for the three months ended June 30, 2020 and 2019, respectively, and 1,622and 160 Class A unit equivalents for the six months ended June 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.
Commitments and Contingencies
Insurance
For our properties except Farley Office and Retail, 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 $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,430,413 and 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 Farley Office and Retail, 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.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our 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 reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Farley Office and Retail
The consolidated joint venture in which we own a 95% ownership interest was designated by Empire State Development ("ESD") to develop Farley Office and 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, require a refund or reduction of the Tax Credit Investor’s capital contributions. As of June 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
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 costs to us.



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.
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 did not pay the monthly rents due under the non-recourse lease. As of June 30, 2020, we have a $46,350,000 lease liability and a $34,647,000 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 June 30, 2020, the aggregate dollar amount of these guarantees and master leases is approximately $1,537,000,000.
As of June 30, 2020, $17,002,000 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 June 30, 2020 fair value of the Fund assets, at liquidation we would be required to make a$32,000,000 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 June 30, 2020, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $11,000,000.
As of June 30, 2020, we have construction commitments aggregating approximately $556,000,000.

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

22.
Segment Information
We operate in 2 reportable segments, New York and Other, which is based on how we manage our business.
Net operating income ("NOI") at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. NOI at share - cash basis includes rent that has been deferred as a result of the COVID-19 pandemic. Rent deferrals generally require repayment in monthly installments over a period of time not to exceed twelve months.
Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three and six months ended June 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended June 30, For the Six Months Ended June 30,
 2020 2019 2020 2019
Net (loss) income$(217,352) $2,596,693
 $(321,855) $2,809,737
Depreciation and amortization expense92,805
 113,035
 185,598
 229,744
General and administrative expense35,014
 38,872
 87,848
 96,892
(Lease liability extinguishment gain) transaction related costs and impairment losses(69,221) 101,590
 (69,150) 101,739
Loss (income) from partially owned entities291,873
 (22,873) 272,770
 (30,193)
Loss from real estate fund investments28,042
 15,803
 211,505
 15,970
Interest and other investment loss (income), net2,893
 (7,840) 8,797
 (12,885)
Interest and debt expense58,405
 63,029
 117,247
 165,492
Net gain on transfer to Fifth Avenue and Times Square JV—
 (2,571,099) —
 (2,571,099)
Net gains on disposition of wholly owned and partially owned assets(55,695) (111,713) (124,284) (332,007)
Income tax expense1,837
 26,914
 14,650
 56,657
(Income) loss from discontinued operations—
 (60) —
 77
NOI from partially owned entities69,487
 82,974
 151,368
 150,376
NOI attributable to noncontrolling interests in consolidated subsidiaries(15,448) (16,416) (30,941) (33,819)
NOI at share222,640
 308,909
 503,553
 646,681
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other34,190
 9,748
 37,266
 4,567
NOI at share - cash basis$256,830
 $318,657
 $540,819
 $651,248




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, NOI at share - cash basisby segment for the three and six months ended June 30, 2020 and 2019.
(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 - consolidated168,601
 130,421
 38,180
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,448) (8,504) (6,944)
Add: NOI from partially owned entities69,487
 67,051
 2,436
NOI at share222,640
 188,968
 33,672
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other34,190
 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 - consolidated242,351
 188,562
 53,789
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(16,416) (10,030) (6,386)
Add: NOI from partially owned entities82,974
 79,170
 3,804
NOI at share308,909
 257,702
 51,207
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other9,748
 8,437
 1,311
NOI at share - cash basis$318,657
 $266,139
 $52,518

(Amounts in thousands)For the Six Months Ended June 30, 2020
 Total New York Other
Total revenues$787,558
 $626,243
 $161,315
Operating expenses(404,432) (323,238) (81,194)
NOI - consolidated383,126
 303,005
 80,121
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(30,941) (16,937) (14,004)
Add: NOI from partially owned entities151,368
 145,459
 5,909
NOI at share503,553
 431,527
 72,026
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other37,266
 34,049
 3,217
NOI at share - cash basis$540,819
 $465,576
 $75,243
(Amounts in thousands)For the Six Months Ended June 30, 2019
 Total New York Other
Total revenues$997,771
 $819,666
 $178,105
Operating expenses(467,647) (385,914) (81,733)
NOI - consolidated530,124
 433,752
 96,372
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(33,819) (21,437) (12,382)
Add: NOI from partially owned entities150,376
 128,745
 21,631
NOI at share646,681
 541,060
 105,621
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other4,567
 1,819
 2,748
NOI at share - cash basis$651,248
 $542,879
 $108,369




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 June 30, 2020, the related consolidated statements of income, comprehensive income, and changes in equity for the three-month and six-month periods ended June 30, 2020 and 2019, and of cash flows for the six-month periods ended June 30, 2020 and 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, 2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 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, 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 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

New York, New York
August 3, 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 June 30, 2020, the related consolidated statements of income, comprehensive income, and changes in equity for the three-month and six-month periods ended June 30, 2020 and 2019, and of cash flows for the six-month periods ended June 30, 2020 and 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, 2019, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 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, 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 Partnership's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with 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

New York, New York
August 3, 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 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 novel strain of coronavirus ("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, 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 six months ended June 30, 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 six months ended June 30, 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
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 92.7% of the common limited partnership interest in the Operating Partnership as of June 30, 2020. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We compete with a large number of real estate investors, property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q for additional information regarding these factors.
In December 2019, COVID-19 was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California implemented stay-at-home orders for all "non-essential" business and activity in an aggressive effort to curb the spread of the virus. In May 2020, certain states implemented phased re-opening plans for businesses and activities that were previously ordered to close, with limitations on occupancy and certain other restrictions. It is uncertain as to how long these restrictions will continue or if additional restrictions or closures will be imposed. As a result of the COVID-19 pandemic, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.
Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have 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 temporarily closed the Hotel Pennsylvania.
•
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 placed 1,803 employees on temporary 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 July 31, 2020, 542 employees have been taken off furlough and returned to work, which included 503 employees of BMS and 39 corporate staff employees.
•
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 his or her $75,000 annual cash retainer for the remainder of 2020.

Overview - continued

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 June 30, 2020, we collected 88% (94% including rent deferrals)of rent due from our tenants, comprised of 93% (98% including rent deferrals) from our office tenants and 72% (78% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.
Based on our assessment of the probability of rent collection of our lease receivables, we have written off $36,297,000 of receivables arising from the straight-lining of rents, primarily for the JCPenney lease at Manhattan Mall and the New York & Company, Inc. lease at 330 West 34th Street, both tenants have filed for Chapter 11 bankruptcy, and $8,822,000 of tenant receivables deemed uncollectible, resulting in a reduction of lease revenues and our share of income from partially owned entities for the three and six months ended June 30, 2020. Prospectively, revenue recognition for these tenants will be based on actual amounts received.
We have not experienced any material impact to our internal control over financial reporting to date as a result of most of our employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact to their design and operating effectiveness.
In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue to occur, the impact of the COVID-19 pandemic on our financial condition and operating results remains highly uncertain but the impact could be material. The impact on us includes lower rental income and potentially lower occupancy levels at our properties which will result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our shareholders. During the second quarter of 2020, we 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 temporary closure of Hotel Pennsylvania, the cancellation of trade shows at theMART through 2020, and lower revenues from BMS and signage. In addition, we have concluded that our investment in Fifth Avenue and Times Square JV is "other-than-temporarily" impaired and recorded a $306,326,000 non-cash impairment loss, before noncontrolling interests of $467,000, on our consolidated statements of income for the second quarter of 2020. 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.

Overview - continued

Vornado Realty Trust
Quarter Ended March 31,June 30, 2020 Financial Results Summary
Net incomeloss attributable to common shareholders for the quarter ended March 31,June 30, 2020 was $4,963,000,$197,750,000, or $0.03$1.03 per diluted share, compared to$181,488,000, net income attributable to common shareholders of $2,400,195,000, or $0.95$12.56 per diluted share, for the prior year’s quarter. The quarters ended March 31,June 30, 2020 and 2019 include certain items that impact the comparability of period to period net (loss) income attributable to common shareholders, which are listed in the table below.on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreasedincreased net incomeloss attributable to common shareholders for the quarter ended March 31,June 30, 2020 by $15,270,000,$189,151,000, or $0.08$0.99 per diluted share, and increased net income attributable to common shareholders by $156,674,000,$2,357,643,000, or $0.82$12.34 per diluted share, for the quarter ended March 31,June 30, 2019.
Funds From Operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended March 31,June 30, 2020 was $130,360,000,$203,256,000, or $0.68$1.06 per diluted share, compared to $247,684,000,$164,329,000, or $1.30$0.86 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended March 31,June 30, 2020 and 2019 include certain items that impact the comparability of period to period FFO, which are listed in the table below.on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreasedincreased FFO attributable to common shareholders plus assumed conversions for the quarter ended March 31,June 30, 2020 by $7,207,000,$97,506,000, or $0.04$0.51 per diluted share, and decreased FFO attributable to common shareholders plus assumed conversions by $9,446,000, or $0.05 per diluted share, for the quarter ended June 30, 2019.
Six Months Ended June 30, 2020 Financial Results Summary
Net loss attributable to common shareholders for the six months ended June 30, 2020 was $192,787,000, or $1.01 per diluted share, compared to net income attributable to common shareholders of $2,581,683,000, or $13.51 per diluted share, for the six months ended June 30, 2019. The six months ended June 30, 2020 and 2019 include certain items that impact the comparability of period to period net (loss) income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net loss attributable to common shareholders for the six months ended June 30, 2020 by $203,491,000, or $1.07 per diluted share, and increased net income attributable to common shareholders by $2,514,217,000, or $13.16 per diluted share, for the six months ended June 30, 2019.
FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2020 was $333,616,000, or $1.75 per diluted share, compared to $412,013,000, or $2.16 per diluted share, for the six months ended June 30, 2019. FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2020 and 2019 include certain items that impact the comparability of period to period FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2020 by $90,776,000, or $0.48 per diluted share, and increased FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2019 by $97,745,000,$88,223,000, or $0.51$0.46 per diluted share, for the quarter ended March 31, 2019.share.

Overview - continued

The following table reconciles the difference between our net (loss) income attributable to common shareholders and our net (loss) income attributable to common shareholders, as adjusted:
(Amounts in thousands)For the Three Months Ended
March 31,		For the Three Months Ended
June 30,		 For the Six Months Ended
June 30,
2020 20192020 2019 2020 2019
Certain (income) expense items that impact net income attributable to common shareholders:   
Certain expense (income) items that impact net (loss) income attributable to common shareholders:       
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, net of $467 attributable to noncontrolling interests$305,859
 $—
 $305,859
 $—
608 Fifth Avenue non-cash (lease liability extinguishment gain) impairment loss and related write-offs(70,260) 101,092
 (70,260) 101,092
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units$(59,911) $(130,954)(49,005) (88,921) (108,916) (219,875)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 20206,108
 —
 13,369
 —
Our share of loss from real estate fund investments56,158
 2,904
6,089
 20,758
 62,247
 23,662
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 20207,261
 —
Mark-to-market decrease in Pennsylvania Real Estate Trust Investment ("PREIT") common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)4,938
 15,649
Net gain on transfer to Fifth Avenue and Times Square retail JV, net of $11,945 attributable to noncontrolling interests—
 (2,559,154) —
 (2,559,154)
Real estate impairment losses—
 7,500
 —
 7,500
Mark-to-market (increase) decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)—
 (1,313) 4,938
 14,336
Net gain from sale of Urban Edge Properties ("UE") common shares (sold on March 4, 2019)—
 (62,395)—
 —
 —
 (62,395)
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022—
 22,540
—
 —
 —
 22,540
Mark-to-market increase in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)—
 (16,068)—
 —
 —
 (16,068)
Other7,896
 1,152
2,019
 2,802
 9,915
 3,954
16,342
 (167,172)200,810
 (2,517,236) 217,152
 (2,684,408)
Noncontrolling interests' share of above adjustments(1,072) 10,498
(11,659) 159,593
 (13,661) 170,191
Total of certain expense (income) items that impact net income attributable to common shareholders$15,270
 $(156,674)
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders$189,151
 $(2,357,643) $203,491
 $(2,514,217)
The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:
(Amounts in thousands)For the Three Months Ended
March 31,		For the Three Months Ended
June 30,		 For the Six Months Ended
June 30,
2020 20192020 2019 2020 2019
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:          
608 Fifth Avenue non-cash (lease liability extinguishment gain) impairment loss and related write-offs$(70,260) $77,156
 $(70,260) $77,156
After-tax net gain on sale of 220 CPS condominium units$(59,911) $(130,954)(49,005) (88,921) (108,916) (219,875)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 20206,108
 —
 13,369
 —
Our share of loss from real estate fund investments56,158
 2,904
6,089
 20,758
 62,247
 23,662
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 20207,261
 —
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022—
 22,540
—
 —
 —
 22,540
Other4,205
 1,206
2,459
 1,092
 6,664
 2,298
7,713
 (104,304)(104,609) 10,085
 (96,896) (94,219)
Noncontrolling interests' share of above adjustments(506) 6,559
7,103
 (639) 6,120
 5,996
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net$7,207
 $(97,745)
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net$(97,506) $9,446
 $(90,776) $(88,223)

Overview - continued


Vornado Realty Trust and Vornado Realty L.P.
Same Store Net Operating Income (“NOI”) At Share
The percentage (decrease) increase in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are summarized below.
 Total 
New York(1)
 
theMART(2)
 555 California Street Total New York 
theMART(1)
 555 California Street
Same store NOI at share % (decrease) increase:Same store NOI at share % (decrease) increase:       Same store NOI at share % (decrease) increase:       
Three months ended March 31, 2020 compared to March 31, 2019(2.5)% (1.9)% (13.3)% 5.6%Three months ended June 30, 2020 compared to June 30, 2019(24.5)% (23.4)% (42.5)% (5.0)%
Three months ended March 31, 2020 compared to December 31, 2019(8.2)% (9.0)% (8.2)% 5.1%Six months ended June 30, 2020 compared to June 30, 2019(13.9)% (12.9)% (29.8)% 0.1 %
        Three months ended June 30, 2020 compared to March 31, 2020(20.3)% (22.0)% (14.0)% (4.0)%
Same store NOI at share - cash basis % (decrease) increase:       
        
Same store NOI at share - cash basis % decrease:Same store NOI at share - cash basis % decrease:       
Three months ended March 31, 2020 compared to March 31, 2019(1.5)% (0.7)% (11.8)% 3.7%Three months ended June 30, 2020 compared to June 30, 2019(10.8)% (6.4)% (44.5)% (4.3)%
Three months ended March 31, 2020 compared to December 31, 2019(7.0)% (7.6)% (9.0)% 5.8%Six months ended June 30, 2020 compared to June 30, 2019(6.3)% (3.6)% (30.0)% (0.4)%
Three months ended June 30, 2020 compared to March 31, 2020(7.8)% (7.0)% (20.3)% (2.1)%
____________________
(1)As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania.
Excluding the Hotel Pennsylvania,
The decreases in same store NOI at share % decrease:
Three months ended March 31, 2020 compared to March 31, 2019(0.3)%
Three months ended March 31, 2020 compared to December 31, 2019(2.7)%
Excluding the Hotel Pennsylvania,and same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 20190.9 %
Three months ended March 31, 2020 compared to December 31, 2019(1.0)%
(2)The decrease iswere primarily due to the cancellationeffects of the COVID-19 pandemic, causing trade shows resultingto be cancelled from late March 2020 through the COVID-19 pandemic.
Excluding trade shows, same store NOI at share % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 20191.1 %
Three months ended March 31, 2020 compared to December 31, 2019(2.8)%
Excluding trade shows, same store NOI at share - cash basis % increase (decrease):
Three months ended March 31, 2020 compared to March 31, 20192.0 %
Three months ended March 31, 2020 compared to December 31, 2019(4.0)%remainder of the year.
Calculations of same store NOI at share, reconciliations of our net (loss) income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.

Overview - continued

Dispositions
PREIT
On January 23, 2020, we sold all of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. We recorded a $4,938,000 loss (mark-to-market decrease) for the threesix months ended March 31,June 30, 2020.
220 CPS
During the three months ended March 31,June 30, 2020, we closed on the sale of sevenfour condominium units at 220 CPS for net proceeds aggregating $191,216,000$156,972,000 resulting in a financial statement net gain of $68,589,000$55,695,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $8,678,000$6,690,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31,During the six months ended June 30, 2020, we closed on the sale of 7211condominium units at 220 CPS for net proceeds aggregating $348,188,000 resulting in a financial statement net gain of $124,284,000. In connection with these sales, $15,368,000 of income tax expense was recognized in our consolidated statements of income. From inception to June 30, 2020, we closed on the sale of 76 units for aggregate net proceeds of $2,011,348,000.$2,168,320,000 resulting in financial statement net gains of $809,901,000.

Overview - continued


Financings
Unsecured Term Loan
On February 28, 2020, we increased our unsecured term loan balance to $800,000,000 (from $750,000,000) by exercising an accordion feature. Pursuant to an existing swap agreement, $750,000,000 of the loan bears interest at a fixed rate of 3.87% through October 2023, and the balance of $50,000,000 floats at a rate of LIBOR plus 1.00% (1.94%(1.18% as of March 31,June 30, 2020). The entire $800,000,000 will float thereafter for the duration of the loan through February 2024.
Leasing Activity
The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
(Square feet in thousands)(Square feet in thousands)New York    (Square feet in thousands)New York    
 Office Retail theMART 555 California Street Office Retail theMART 555 California Street
Three Months Ended March 31, 2020       
Three Months Ended June 30, 2020Three Months Ended June 30, 2020       
Total square feet leased311
 15
 231
 6
Total square feet leased304
 23
 42
 5
Our share of square feet leased:297
 13
 231
 4
Our share of square feet leased:291
 23
 42
 3
Initial rent(1)
$90.47
 $416.36
 $47.31
 $117.00
Initial rent(1)
$70.71
(2) 
$130.92
 $56.03
 $91.00
Weighted average lease term (years)6.6
 9.7
 10.3
 1.4
Weighted average lease term (years)5.2
 3.8
 4.1
 5.0
Second generation relet space:       Second generation relet space:       
Square feet275
 9
 228
 4
Square feet82
 22
 40
 3
GAAP basis:       GAAP basis:       
Straight-line rent(2)
$88.96
 $476.94
 $44.52
 $118.03
Straight-line rent(3)
$69.04
(2) 
$115.35
 $53.62
 $93.59
Prior straight-line rent$91.98
 $210.48
 $43.41
 $81.70
Prior straight-line rent$61.61
 $115.16
 $53.80
 $74.44
Percentage (decrease) increase(3.3)% 126.6%
2.6 % 44.5%Percentage increase (decrease)12.1% 0.2%
(0.3)% 25.7%
Cash basis:       Cash basis:       
Initial rent(1)
$89.22
 $469.99
 $47.05
 $117.00
Initial rent(1)
$73.95
(2) 
$115.33
 $56.25
 $91.00
Prior escalated rent$88.55
 $229.66
 $47.62
 $90.24
Prior escalated rent$64.83
 $115.25
 $58.03
 $79.12
Percentage increase (decrease)0.8 % 104.6% (1.2)% 29.7%Percentage increase (decrease)14.1% 0.1% (3.1)% 15.0%
                
Tenant improvements and leasing commissions:       Tenant improvements and leasing commissions:       
Per square foot$77.14
 $467.30
 $45.72
 $4.08
Per square foot$25.63
 $32.67
 $13.69
 $14.38
Per square foot per annum$11.69
 $48.18
 $4.44
 $2.91
Per square foot per annum$4.93
 $8.60
 $3.34
 $2.88
Percentage of initial rent12.9 % 11.6% 9.4 % 2.5%Percentage of initial rent7.0% 6.6% 6.0 % 3.2%
____________________
See notes on the following page.

Overview - continued

Leasing Activity - continued
(Square feet in thousands)New York    
  Office Retail theMART 555 California Street
Six Months Ended June 30, 2020       
 Total square feet leased615
 38
 273
 11
 Our share of square feet leased:588
 36
 273
 8
 
Initial rent(1)
$84.88
(2) 
$236.93
 $48.64
 $105.66
 Weighted average lease term (years)5.9
 5.9
 9.3
 3.0
 Second generation relet space:       
 Square feet357
 31
 268
 8
 GAAP basis:       
 
Straight-line rent(3)
$84.38
(2) 
$223.95
 $45.87
 $107.37
 Prior straight-line rent$85.00
 $143.79
 $44.95
 $78.53
 Percentage (decrease) increase(0.7)% 55.7% 2.0 % 36.7%
 Cash basis:       
 
Initial rent(1)
$85.71
(2) 
$221.86
 $48.42
 $105.66
 Prior escalated rent$83.09
 $149.61
 $49.16
 $85.39
 Percentage increase (decrease)3.2 % 48.3% (1.5)% 23.7%
         
 Tenant improvements and leasing commissions:       
 Per square foot$51.62
 $193.98
 $40.84
 $8.57
 Per square foot per annum$8.75
 $32.88
 $4.39
 $2.86
 Percentage of initial rent10.3 % 13.9% 9.0 % 2.7%
____________________
(1)
Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
(2)
Excludes the rent on 174,000 square feet as the starting rent will be determined in 2021 based on fair market value.
(3)Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases and includes the effect of free rent and periodic step-ups in rent.

Overview - continued


Square Footage (in service) and Occupancy as of March 31,June 30, 2020
(Square feet in thousands)  Square Feet (in service)    Square Feet (in service)   
Number of
Properties
 
Total
Portfolio
 
Our
Share
 Occupancy %
Number of
Properties
 
Total
Portfolio
 
Our
Share
 Occupancy % 
New York:               
Office35
 19,005
 16,128
 96.9%35
 18,572
 15,624
 96.4% 
Retail (includes retail properties that are in the base of our office properties)70
 2,287
 1,830
 94.9%71
 2,269
 1,801
 83.6%
(1) 
Residential - 1,678 units9
 1,526
 793
 96.1%
Residential - 1,677 units9
 1,526
 793
 89.9% 
Alexander's, Inc. ("Alexander's") including 312 residential units7
 2,230
 723
 96.5%7
 2,254
 730
 96.7% 
Hotel Pennsylvania1
 1,400
 1,400
  
Hotel Pennsylvania (temporarily closed since April 1, 2020)1
 —
 —
   
  26,448
 20,874
 96.7%  24,621
 18,948
 95.2% 
Other:               
theMART4
 3,825
 3,816
 91.9%4
 3,825
 3,816
 91.4% 
555 California Street3
 1,741
 1,218
 99.8%3
 1,741
 1,218
 99.0% 
Other10
 2,533
 1,198
 93.4%10
 2,490
 1,155
 93.1% 
  8,099
 6,232
    8,056
 6,189
   
               
Total square feet as of March 31, 2020  34,547
 27,106
  
Total square feet as of June 30, 2020  32,677
 25,137
   
___________________________
(1)Excludes the JCPenney lease at Manhattan Mall for 154,000 square feet which was rejected effective July 31, 2020 as part of its Chapter 11 bankruptcy filing.

Square Footage (in service) and Occupancy as of December 31, 2019
(Square feet in thousands)  Square Feet (in service)   
 
Number of
properties
 
Total
Portfolio
 
Our
Share
 Occupancy % 
New York:        
Office35
 19,070
 16,195
 96.9% 
Retail (includes retail properties that are in the base of our office properties)70
 2,300
 1,842
 94.5% 
Residential - 1,679 units9
 1,526
 793
 97.0% 
Alexander's, including 312 residential units7
 2,230
 723
 96.5% 
Hotel Pennsylvania1
 1,400
 1,400
   
   26,526
 20,953
 96.7% 
Other: 
      
 
theMART4
 3,826
 3,817
 94.6% 
555 California Street3
 1,741
 1,218
 99.8% 
Other10
 2,533
 1,198
 92.7% 
  
 8,100
 6,233
  
 
         
Total square feet as of December 31, 2019  34,626
 27,186
   
Critical Accounting Policies
A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2019. For the threesix months ended March 31,June 30, 2020, there were no material changes to these policies.
Recently Issued Accounting Literature
Refer to 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 information regarding recent accounting pronouncements that may affect us.

NOI At Share by Segment for the Three Months Ended March 31,June 30, 2020 and 2019
NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies. NOI at share - cash basis includes rent that has been deferred as a result of the COVID-19 pandemic. Rent deferrals generally require repayment in monthly installments over a period of time not to exceed twelve months.
Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended March 31,June 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended March 31, 2020For the Three Months Ended June 30, 2020
Total 
New York (1)
 OtherTotal New York Other
Total revenues$444,532
 $355,615
 $88,917
$343,026
 $270,628
 $72,398
Operating expenses(230,007) (183,031) (46,976)(174,425) (140,207) (34,218)
NOI - consolidated214,525
 172,584
 41,941
168,601
 130,421
 38,180
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (8,433) (7,060)(15,448) (8,504) (6,944)
Add: NOI from partially owned entities81,881
 78,408
 3,473
69,487
 67,051
 2,436
NOI at share280,913
 242,559
 38,354
222,640
 188,968
 33,672
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other3,076
 1,106
 1,970
34,190
 32,943
 1,247
NOI at share - cash basis$283,989
 $243,665
 $40,324
$256,830
 $221,911
 $34,919
___________________
(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.
(Amounts in thousands)For the Three Months Ended March 31, 2019
 Total New York Other
Total revenues$534,668
 $443,285
 $91,383
Operating expenses(246,895) (198,095) (48,800)
NOI - consolidated287,773
 245,190
 42,583
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(17,403) (11,407) (5,996)
Add: NOI from partially owned entities67,402
 49,575
 17,827
NOI at share337,772
 283,358
 54,414
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(5,181) (6,618) 1,437
NOI at share - cash basis$332,591
 $276,740
 $55,851

(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 - consolidated242,351
 188,562
 53,789
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(16,416) (10,030) (6,386)
Add: NOI from partially owned entities82,974
 79,170
 3,804
NOI at share308,909
 257,702
 51,207
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other9,748
 8,437
 1,311
NOI at share - cash basis$318,657
 $266,139
 $52,518

NOI At Share by Segment for the Three Months Ended March 31,June 30, 2020 and 2019 - continued
The elements of our New York and Other NOI at share for the three months ended March 31,June 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30,
2020 20192020 2019
New York:      
Office(1)
$183,205
 $183,540
$161,444
 $179,592
Retail(1)(2)
52,018
 88,267
21,841
 57,063
Residential6,200
 6,045
5,868
 5,908
Alexander's10,492
 11,322
8,331
 11,108
Hotel Pennsylvania(2)(3)
(9,356) (5,816)(8,516) 4,031
Total New York242,559
 283,358
188,968
 257,702
      
Other:      
theMART(4)21,113
 23,523
17,803
 30,974
555 California Street15,231
 14,501
14,837
 15,358
Other investments(3)
2,010
 16,390
1,032
 4,875
Total Other38,354
 54,414
33,672
 51,207
      
NOI at share$280,913
 $337,772
$222,640
 $308,909
___________________
(1)Reflects
2020 includes $13,220 of non-cash write-offs of receivables arising from the transferstraight-lining of 45.4%rents, primarily for the New York & Company, Inc. lease at 330 West 34th Street and $940 of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.write-offs of tenant receivables deemed uncollectible.
(2)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. 2019 includes $13,199 of non-cash write-offs of receivables arising from the straight-lining of rents.
(3)The decrease in NOI at share is primarily due to the effects of the COVID-19 pandemic. The Hotel Pennsylvania has been temporarily closed since April 1, 2020 as a result of the pandemic.
(4)
The decrease in NOI at share is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania was temporarily closed commencing on April 1,pandemic, causing trade shows to be cancelled from late March 2020 as resultthrough the remainder of the pandemic.
(3)
The three months ended March 31, 2019 includes our share of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties (sold on March 4, 2019).year.
The elements of our New York and Other NOI at share - cash basis for the three months ended March 31,June 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30,
2020 20192020 2019
New York:      
Office(1)
$187,035
 $184,370
$175,438
 $178,806
Retail(1)(2)
49,041
 80,936
38,913
 66,726
Residential5,859
 5,771
5,504
 5,303
Alexander's11,094
 11,527
10,581
 11,322
Hotel Pennsylvania(2)(3)
(9,364) (5,864)(8,525) 3,982
Total New York243,665
 276,740
221,911
 266,139
      
Other:      
theMART(4)22,705
 24,912
17,765
 31,984
555 California Street15,435
 14,745
15,005
 15,595
Other investments(3)
2,184
 16,194
2,149
 4,939
Total Other40,324
 55,851
34,919
 52,518
      
NOI at share - cash basis$283,989
 $332,591
$256,830
 $318,657
___________________
(1)Reflects the transfer
2020 includes $940 of 45.4%write-offs of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.tenant receivables deemed uncollectible.
(2)
2020 includes $6,731 of write-offs of tenant receivables deemed uncollectible.
(3)
The decrease in NOI at share - cash basis is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania washas been temporarily closed commencing onsince April 1, 2020 as a result of the pandemic.
(3)(4)
The three months endeddecrease 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 31, 2019 includes our share2020 through the remainder of PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020) and Urban Edge Properties (sold on March 4, 2019).the year.


Reconciliation of Net (Loss) Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended March 31,June 30, 2020 and 2019
Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the three months ended June 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30,
2020 20192020 2019
Net (loss) income$(104,503) $213,044
$(217,352) $2,596,693
Depreciation and amortization expense92,793
 116,709
92,805
 113,035
General and administrative expense52,834
 58,020
35,014
 38,872
Transaction related costs and other71
 149
Income from partially owned entities(19,103) (7,320)
(Lease liability extinguishment gain) transaction related costs and impairment losses(69,221) 101,590
Loss (income) from partially owned entities291,873
 (22,873)
Loss from real estate fund investments183,463
 167
28,042
 15,803
Interest and other investment loss (income), net5,904
 (5,045)2,893
 (7,840)
Interest and debt expense58,842
 102,463
58,405
 63,029
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(68,589) (220,294)(55,695) (111,713)
Income tax expense12,813
 29,743
1,837
 26,914
Loss from discontinued operations—
 137
Income from discontinued operations—
 (60)
NOI from partially owned entities81,881
 67,402
69,487
 82,974
NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (17,403)(15,448) (16,416)
NOI at share280,913
 337,772
222,640
 308,909
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other3,076
 (5,181)34,190
 9,748
NOI at share - cash basis$283,989
 $332,591
$256,830
 $318,657
NOI At Share by Region
For the Three Months Ended March 31,For the Three Months Ended June 30,
2020 20192020 2019
Region:      
New York City metropolitan area87% 88%85% 85%
Chicago, IL8% 7%8% 10%
San Francisco, CA5% 5%7% 5%
100% 100%100% 100%


Results of Operations – Three Months Ended March 31,June 30, 2020 Compared to March 31,June 30, 2019
Revenues
Our revenues which consist of rental revenues and fee and other income, were $444,532,000$343,026,000 for the three months ended March 31,June 30, 2020 compared to $534,668,000$463,103,000 for the prior year’s quarter,a decrease of $90,136,000.$120,077,000. Below are the details of the decrease by segment:
(Amounts in thousands)Total New York OtherTotal New York Other
(Decrease) increase due to:     
Increase (decrease) due to:     
Rental revenues:          
Acquisitions, dispositions and other$1,153
 $1,318
 $(165)$11,522
 $11,266
 $256
Development and redevelopment(12,550) (12,644) 94
(17,840) (17,637) (203)
Hotel Pennsylvania(1)(3,656) (3,656) —
(25,977) (25,977) —
Trade shows(2)(5,245) —
 (5,245)(11,816) —
 (11,816)
Properties transferred to Fifth Avenue and Times Square JV(84,393) (84,393) —
(16,163) (16,163) —
Same store operations6,088
 6,471
 (383)(45,831)
(3) 
(41,627) (4,204)
(98,603) (92,904) (5,699)(106,105) (90,138) (15,967)
Fee and other income:          
BMS cleaning fees2,681
 2,672
 9
(11,455) (12,539)
(4) 
1,084
Management and leasing fees630
 623
 7
(2,662) (2,771) 109
Properties transferred to Fifth Avenue and Times Square JV(324) (324) —
(65) (65) —
Other income5,480
 2,263
 3,217
210
 (240) 450
8,467
 5,234
 3,233
(13,972) (15,615) 1,643
          
Total decrease in revenues$(90,136) $(87,670) $(2,466)$(120,077) $(105,753) $(14,324)
______________________
See notes below.
Expenses
Our expenses which consist of operating, depreciation and amortization, general and administrative, benefit from deferred compensation plan liability, and transaction related costs and other, were$364,460,000 $239,379,000 for the three months ended March 31,June 30, 2020, compared to$427,206,000 $475,564,000 for the prior year’s quarter,a decrease of $62,746,000.$236,185,000. Below are the details of the decrease(decrease) increase by segment:
(Amounts in thousands)(Amounts in thousands)Total New York Other(Amounts in thousands)Total New York Other
(Decrease) increase due to:(Decrease) increase due to:     (Decrease) increase due to:     
Operating:Operating:     Operating:     
Acquisitions, dispositions and other$(1,300) $(1,782) $482
Acquisitions, dispositions and other$(3,472) $(2,938) $(534)
Development and redevelopment(5,128) (4,978) (150)Development and redevelopment(11,223) (11,227) 4
Non-reimbursable expenses1,659
 1,777
 (118)Non-reimbursable expenses(403) (662) 259
Hotel Pennsylvania(122) (122) —
Hotel Pennsylvania(1)
(13,434) (13,434) —
Trade shows(2,567) —
 (2,567)
Trade shows(2)
(3,594) —
 (3,594)
BMS expenses2,553
 2,544
 9
BMS expenses(7,468) (8,552)
(4) 
1,084
Properties transferred to Fifth Avenue and Times Square JV(17,791) (17,791) —
Properties transferred to Fifth Avenue and Times Square JV(3,824) (3,824) —
Same store operations5,808
 5,288
 520
Same store operations(2,909) (6,975) 4,066
 (16,888) (15,064) (1,824) (46,327) (47,612) 1,285
Depreciation and amortization:Depreciation and amortization:     Depreciation and amortization:     
Acquisitions, dispositions and other(1,225) (1,230) 5
Acquisitions, dispositions and other(2,557) (2,557) —
Development and redevelopment910
 867
 43
Development and redevelopment219
 (526) 745
Properties transferred to Fifth Avenue and Times Square JV(21,138) (21,138) —
Properties transferred to Fifth Avenue and Times Square JV(3,981) (3,981) —
Same store operations(2,463) (3,412) 949
Same store operations(13,911) (12,621) (1,290)
 (23,916) (24,913) 997
 (20,230) (19,685) (545)
           
General and administrativeGeneral and administrative(5,186)
(1) 
893
 (6,079)General and administrative(3,858) (4,498) 640
            
Benefit from deferred compensation plan liability(16,678) —
 (16,678)
Expense from deferred compensation plan liabilityExpense from deferred compensation plan liability5,041
 —
 5,041
            
Transaction related costs and other(78) —
 (78)
(Lease liability extinguishment gain) transaction related costs and impairment losses(Lease liability extinguishment gain) transaction related costs and impairment losses(170,811) (171,620)
(5) 
809
            
Total decrease in expenses$(62,746) $(39,084) $(23,662)
Total (decrease) increase in expensesTotal (decrease) increase in expenses$(236,185) $(243,415) $7,230
____________________
(1) 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, partially offset by $2,401 of non-cash stock-based compensation expense for the time-based compensation granted in connection with the new leadership group announced in April 2019.
(1)Temporarily closed since April 1, 2020 as a result of the pandemic.
(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 $33,731 for the non-cash write-off of receivables arising from the straight-lining of rents, primarily for the JCPenney lease at Manhattan Mall and the New York & Company, Inc. lease at 330 West 34th Street, and $3,856 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)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 in May 2020 related to 608 Fifth Avenue.

Results of Operations – Three Months Ended March 31,June 30, 2020 Compared to March 31,June 30, 2019 - continued
(Loss) Income from Partially Owned Entities
Below are the components of (loss) income from partially owned entities for the three months ended March 31,June 30, 2020 and 2019.
(Amounts in thousands)Ownership
Percentage at
March 31, 2020		 For the Three Months Ended March 31,Ownership
Percentage at
June 30, 2020		 For the Three Months Ended June 30,
 2020 2019 2020 2019
Our share of net income:     
Our share of net (loss) income:     
Fifth Avenue and Times Square JV(1):
        
Equity in net income51.5% $5,496
 $—
Non-cash impairment loss(2)
 $(306,326) $—
Return on preferred equity, net of our share of the expense 9,166
 —

 9,330
 8,586
Equity in net income(3)
51.5% 441
 11,217
 14,662
 —
 (296,555) 19,803
Alexander's32.4% 2,676
 6,774
32.4% 5,151
 4,719
Partially owned office buildings(2)
Various 1,322
 106
Other investments(3)
Various 443
 440
Partially owned office buildings(4)
Various 810
 (1,451)
Other investments(5)
Various (1,279) (198)
 $19,103
 $7,320
 $(291,873) $22,873
____________________
(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)
The decrease in our share of net income was primarily due to (i) $4,737 of write-offs of lease receivables deemed uncollectible during the second quarter of 2020 and (ii) a $4,360 reduction in income related to a Forever 21 lease modification at 1540 Broadway.
(4)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.
(3)(5)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza 50-70 West 93rd Street, UE (sold on March 4, 2019), PREIT (accounted 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 the loss from our real estate fund investments for the three months ended March 31,June 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30,
2020 20192020 2019
Net investment income (loss)$57
 $(267)
Net unrealized (loss) gain on held investments(183,520) 100
Net investment (loss) income$(366) $459
Net unrealized loss on held investments(27,676) (16,262)
Loss from real estate fund investments(183,463) (167)(28,042) (15,803)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries127,305
 (2,737)21,953
 (4,955)
Loss from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$(56,158) $(2,904)$(6,089) $(20,758)
Interest and Other Investment (Loss) Income, Net
Below are the components of interest and other investment (loss) income, net for the three months ended March 31,June 30, 2020 and 2019.
(Amounts in thousands)For the Three Months Ended March 31,For the Three Months Ended June 30,
2020 20192020 2019
Credit losses on loans receivable(1)
$(7,261) $—
$(6,108) $—
(Decrease) increase in fair value of marketable securities(2)
(4,938) 461
Interest on cash and cash equivalents and restricted cash3,966
 2,067
1,498
 2,626
Interest on loans receivable1,426
 1,606
810
 1,635
Dividends on marketable securities—
 1,313
Increase in fair value of marketable securities—
 1,312
Other, net903
 911
907
 954
$(5,904) $5,045
Total$(2,893) $7,840
____________________
(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 three months ended March 31, 2020 includes the mark-to-market decrease in the fair value of our PREIT common shares (sold on January 23, 2020). The three months ended March 31, 2019 primarily includes (i) a $16,068 mark-to-market increase in the fair value of our Lexington common shares (sold on March 1, 2019) partially offset by (ii) a $15,649 mark-to-market decrease in the fair value of our PREIT common shares (accounted for as marketable securities from March 12, 2019).


Results of Operations – Three Months Ended March 31,June 30, 2020 Compared to March 31,June 30, 2019 - continued
Interest and Debt Expense
Interest and debt expense for the three months ended March 31,June 30, 2020 was $58,842,000$58,405,000 compared to $102,463,000$63,029,000 for the prior year’s quarter, a decrease of $43,621,000.$4,624,000. This decrease was primarily due to (i) $22,540,000$6,218,000 of lower interest expense resulting from debt prepayment costs relating tolower average interest rates on our variable rate loans (ii) $5,998,000 of lower interest expense resulting from the redemptionrepayment of our $400,000,000 5.00% senior unsecured notes in 2019, (ii) $10,918,000the mortgage payable of PENN2, (iii) $2,276,000 of lower interest expense resulting from paydowns of the 220 CPS loan, and (iv) $1,615,000 of lower interest expense resulting from the deconsolidation of mortgages payable of the properties contributed to Fifth Avenue and Times Square JV, (iii) $5,972,000 of lower interest expense resulting from the repayment of the mortgage payable of PENN2, (iv) $5,308,000 of lower interest expense resulting from paydowns of the 220 CPS loan, (v) $5,045,000 of lower interest expense from the redemption of the $400,000,000 5.00% senior unsecured notes in 2019, and (vi) $4,083,000 of lower interest expense resulting from lower average interest rates on our variable rate loans, partially offset by (vii) $11,270,000$10,366,000 of lower capitalized interest and debt expense.
Net Gain on Transfer to Fifth Avenue and Times Square JV
During the three months ended June 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 $55,695,000 for the three months ended March 31,June 30, 2020 were $68,589,000 due toconsisted of net gains on the sale of four condominium units at 220 CPS condominium units.CPS. Net gains on disposition of wholly owned and partially owned assets of $111,713,000 for the three months ended March 31,June 30, 2019 were $220,294,000 due to (i) $157,899,000consisted of net gains on sale of 220 CPS condominium units and (ii) $62,395,000 net gain from the sale of all our UE partnership units.11 condominium units at 220 CPS.
Income Tax Expense
Income tax expense for the three months ended March 31,June 30, 2020 was $12,813,000$1,837,000 compared to $29,743,000$26,914,000 for the prior year’s quarter, a decrease of $16,930,000.$25,077,000. This decrease was primarily due to lower income tax expense from the sale of 220 CPS condominium units.
Net (Loss) IncomeLoss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net loss attributable to noncontrolling interests in consolidated subsidiaries was $122,387,000$17,768,000 for the three months ended March 31,June 30, 2020, compared to income of $6,820,000$21,451,000 for the prior year’s quarter, a decrease in income of $129,207,000.$39,219,000. This decrease resulted primarily from the allocation of net loss to the noncontrolling interests of our real estate fund investments.investments, partially offset by a $11,945,000 net gain on transfer to Fifth Avenue and Times Square JV during the second quarter of 2019.
Net IncomeLoss (Income) Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net incomeloss attributable to noncontrolling interests in the Operating Partnership was$390,000 $14,364,000 for the three months ended March 31,June 30, 2020, compared to $12,202,000net income of $162,515,000 for the prior year’s quarter, a decrease in income of $11,812,000. $176,879,000.This decrease resulted primarily from lower net income subject to allocation to unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $12,531,000$12,530,000 for the three months ended March 31,June 30, 2020, compared to $12,534,000$12,532,000 for the prior year’s quarter, a decrease of $3,000.$2,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were$12,572,000 $12,571,000 for the three months ended March 31,June 30, 2020, compared to $12,575,000$12,573,000 for the prior year’s quarter, a decrease of $3,000.$2,000.

Results of Operations – Three Months Ended March 31,June 30, 2020 Compared to March 31,June 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.
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 March 31,June 30, 2020 compared to March 31,June 30, 2019.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020$280,913
 $242,559
 $21,113
 $15,231
 $2,010
 Less NOI at share from:         
 Acquisitions(369) (369) —
 —
 —
 Development properties(14,266) (14,266) —
 —
 —
 Other non-same store (income) expense, net(7,791) (5,520) (422) 161
 (2,010)
Same store NOI at share for the three months ended March 31, 2020$258,487
 $222,404
 $20,691
 $15,392
 $—
          
NOI at share for the three months ended March 31, 2019$337,772
 $283,358
 $23,523
 $14,501
 $16,390
 Less NOI at share from:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(30,292) (30,292) —
 —
 —
 Dispositions(3,399) (3,399) —
 —
 —
 Development properties(20,593) (20,593) —
 —
 —
 Other non-same store (income) expense, net(18,378) (2,405) 339
 78
 (16,390)
Same store NOI at share for the three months ended March 31, 2019$265,110
 $226,669
 $23,862
 $14,579
 $—
          
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to March 31, 2019$(6,623) $(4,265) $(3,171) $813
 $—
           
% (decrease) increase in same store NOI at share(2.5)% (1.9)%
(1) 
(13.3)%
(2) 
5.6% —%
(Amounts in thousands)Total New York theMART 555 California Street Other
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(7,376) (7,372) —
 (4) —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)8,516
 8,516
 —
 —
 —
 Other non-same store income, net(9,373) (8,283) —
 (58) (1,032)
Same store NOI at share for the three months ended June 30, 2020$214,407
 $181,829
 $17,803
 $14,775
 $—
          
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:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,479) (5,479) —
 —
 —
 Dispositions(3,696) (3,696) —
 —
 —
 Development properties(14,538) (14,538) —
 —
 —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)(4,031) (4,031) —
 —
 —
 Other non-same store expense (income), net2,792
 7,459
 6
 202
 (4,875)
Same store NOI at share for the three months ended June 30, 2019$283,957
 $237,417
 $30,980
 $15,560
 $—
          
Decrease in same store NOI at share for the three months ended June 30, 2020 compared to June 30, 2019$(69,550) $(55,588) $(13,177) $(785) $—
           
% decrease in same store NOI at share(24.5)% (23.4)% (42.5)%
(1) 
(5.0)% —%
____________________
(1)
As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share decreased by 0.3%.
(2)
The decrease is primarily due to the cancellationeffects of the COVID-19 pandemic, causing trade shows resultingto be cancelled from late March 2020 through the COVID-19 pandemic.Excluding trade shows, same store NOI at share increased by 1.1%.
remainder of the year.


Results of Operations – Three Months Ended March 31,June 30, 2020 Compared to March 31,June 30, 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 three months ended March 31,June 30, 2020 compared to March 31,June 30, 2019.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020$283,989
 $243,665
 $22,705
 $15,435
 $2,184
 Less NOI at share - cash basis from:         
 Acquisitions(348) (348) —
 —
 —
 Development properties(18,117) (18,117) —
 —
 —
 Other non-same store income, net(12,607) (9,944) (422) (57) (2,184)
Same store NOI at share - cash basis for the three months ended March 31, 2020$252,917
 $215,256
 $22,283
 $15,378
 $—
           
NOI at share - cash basis for the three months ended March 31, 2019$332,591
 $276,740
 $24,912
 $14,745
 $16,194
 Less NOI at share - cash basis from:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(27,722) (27,722) —
 —
 —
 Dispositions(3,581) (3,581) —
 —
 —
 Development properties(24,339) (24,339) —
 —
 —
 Other non-same store (income) expense, net(20,163) (4,386) 339
 78
 (16,194)
Same store NOI at share - cash basis for the three months ended March 31, 2019$256,786
 $216,712
 $25,251
 $14,823
 $—
          
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to March 31, 2019$(3,869) $(1,456) $(2,968) $555
 $—
          
% (decrease) increase in same store NOI at share - cash basis(1.5)% (0.7)%
(1) 
(11.8)%
(2) 
3.7% —%
(Amounts in thousands)Total New York theMART 555 California Street Other
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(9,475) (9,471) —
 (4) —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)8,525
 8,525
 —
 —
 —
 Other non-same store (income) expense, net(13,174) (11,072) —
 47
 (2,149)
Same store NOI at share - cash basis for the three months ended June 30, 2020$242,706
 $209,893
 $17,765
 $15,048
 $—
           
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:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,183) (5,183) —
 —
 —
 Dispositions(3,879) (3,879) —
 —
 —
 Development properties(23,364) (23,364) —
 —
 —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)(3,982) (3,982) —
 —
 —
 Other non-same store (income) expense, net(10,214) (5,409) 6
 128
 (4,939)
Same store NOI at share - cash basis for the three months ended June 30, 2019$272,035
 $224,322
 $31,990
 $15,723
 $—
          
Decrease in same store NOI at share - cash basis for the three months ended June 30, 2020 compared to June 30, 2019$(29,329) $(14,429) $(14,225) $(675) $—
          
% decrease in same store NOI at share - cash basis(10.8)% (6.4)% (44.5)%
(1) 
(4.3)% —%
____________________
(1)The decrease 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.

NOI At Share by Segment for the Six Months Ended June 30, 2020 and 2019
Below is a summary of NOI at share and NOI at share - cash basisby segment for the six months ended June 30, 2020 and 2019.
(Amounts in thousands)For the Six Months Ended June 30, 2020
 Total New York Other
Total revenues$787,558
 $626,243
 $161,315
Operating expenses(404,432) (323,238) (81,194)
NOI - consolidated383,126
 303,005
 80,121
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(30,941) (16,937) (14,004)
Add: NOI from partially owned entities151,368
 145,459
 5,909
NOI at share503,553
 431,527
 72,026
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other37,266
 34,049
 3,217
NOI at share - cash basis$540,819
 $465,576
 $75,243

(Amounts in thousands)For the Six Months Ended June 30, 2019
 Total New York Other
Total revenues$997,771
 $819,666
 $178,105
Operating expenses(467,647) (385,914) (81,733)
NOI - consolidated530,124
 433,752
 96,372
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(33,819) (21,437) (12,382)
Add: NOI from partially owned entities150,376
 128,745
 21,631
NOI at share646,681
 541,060
 105,621
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other4,567
 1,819
 2,748
NOI at share - cash basis$651,248
 $542,879
 $108,369


NOI At Share by Segment for the Six Months Ended June 30, 2020 and 2019- continued
The elements of our New York and Other NOI at share for the six months ended June 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Six Months Ended June 30,
 2020 2019
New York:   
Office(1)(2)
$344,649
 $363,132
Retail(1)(3)
73,859
 145,330
Residential12,068
 11,953
Alexander's18,823
 22,430
Hotel Pennsylvania(4)
(17,872) (1,785)
Total New York431,527
 541,060
    
Other:   
theMART(5)
38,916
 54,497
555 California Street30,068
 29,859
Other investments(6)
3,042
 21,265
Total Other72,026
 105,621
    
NOI at share$503,553
 $646,681
___________________
(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 $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.
(3)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. 2019 includes $13,199 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 temporarily closed since April 1, 2020 as a result of the pandemic.
(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 23, 2020) and UE (sold on March 4, 2019).
The elements of our New York and Other NOI at share - cash basis for the six months ended June 30, 2020 and 2019 are summarized below.
(Amounts in thousands)For the Six Months Ended June 30,
 2020 2019
New York:   
Office(1)(2)
$362,473
 $363,176
Retail(1)(3)
87,954
 147,662
Residential11,363
 11,074
Alexander's21,675
 22,849
Hotel Pennsylvania(4)
(17,889) (1,882)
Total New York465,576
 542,879
    
Other:   
theMART(5)
40,470
 56,896
555 California Street30,440
 30,340
Other investments(6)
4,333
 21,133
Total Other75,243
 108,369
    
NOI at share - cash basis$540,819
 $651,248
___________________
(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 $940 of write-offs of tenant receivables deemed uncollectible.
(3)2020 includes $6,731 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 temporarily closed since April 1, 2020 as a result of the pandemic.
(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 Six Months Ended June 30, 2020 and 2019
Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the six months ended June 30, 2020 and 2019.
(Amounts in thousands)For the Six Months Ended June 30,
 2020 2019
Net (loss) income$(321,855) $2,809,737
Depreciation and amortization expense185,598
 229,744
General and administrative expense87,848
 96,892
(Lease liability extinguishment gain) transaction related costs and impairment losses(69,150) 101,739
Loss (income) from partially owned entities272,770
 (30,193)
Loss from real estate fund investments211,505
 15,970
Interest and other investment loss (income), net8,797
 (12,885)
Interest and debt expense117,247
 165,492
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(124,284) (332,007)
Income tax expense14,650
 56,657
Loss from discontinued operations—
 77
NOI from partially owned entities151,368
 150,376
NOI attributable to noncontrolling interests in consolidated subsidiaries(30,941) (33,819)
NOI at share503,553
 646,681
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other37,266
 4,567
NOI at share - cash basis$540,819
 $651,248
NOI At Share by Region
 For the Six Months Ended June 30,
 2020 2019
Region:   
New York City metropolitan area86% 86%
Chicago, IL8% 9%
San Francisco, CA6% 5%
 100% 100%




Results of Operations – Six Months Ended June 30, 2020 Compared to June 30, 2019
Revenues
Our revenues were $787,558,000 for the six months ended June 30, 2020, compared to $997,771,000 for the prior year’s six months, a decrease of $210,213,000. 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$12,675
 $12,584
 $91
 Development and redevelopment(30,578) (30,280) (298)
 
Hotel Pennsylvania(1)
(29,633) (29,633) —
 
Trade shows(2)
(17,061) —
 (17,061)
 Properties transferred to Fifth Avenue and Times Square JV(100,554) (100,554) —
 Same store operations(39,557)
(3) 
(35,159) (4,398)
  (204,708) (183,042) (21,666)
Fee and other income:     
 BMS cleaning fees(8,774) (9,867)
(4) 
1,093
 Management and leasing fees(1,968) (2,148) 180
 Properties transferred to Fifth Avenue and Times Square JV(389) (389) —
 Other income5,626
 2,023
 3,603
  (5,505) (10,381) 4,876
       
Total decrease in revenues$(210,213) $(193,423) $(16,790)
_____________
See notes on the following page.



Results of Operations – Six Months Ended June 30, 2020 Compared to June 30, 2019- continued
Expenses
Our expenses were $603,839,000 for the six months ended June 30, 2020, compared to $902,770,000 for the prior year’s six months, a decrease of $298,931,000. Below are the details of the decrease by segment:
(Amounts in thousands)Total New York Other
(Decrease) increase due to:     
Operating:     
 Acquisitions, dispositions and other$(4,770) $(4,718) $(52)
 Development and redevelopment(16,353) (16,207) (146)
 Non-reimbursable expenses1,256
 1,115
 141
 
Hotel Pennsylvania(1)
(13,557) (13,557) —
 
Trade shows(2)
(6,162) —
 (6,162)
 BMS expenses(4,916) (6,009)
(4) 
1,093
 Properties transferred to Fifth Avenue and Times Square JV(21,614) (21,614) —
 Same store operations2,901
 (1,686) 4,587
  (63,215) (62,676) (539)
Depreciation and amortization:     
 Acquisitions, dispositions and other(3,781) (3,787) 6
 Development and redevelopment1,128
 340
 788
 Properties transferred to Fifth Avenue and Times Square JV(25,119) (25,119) —
 Same store operations(16,374) (16,032) (342)
  (44,146) (44,598) 452
      
General and administrative(9,044)
(5) 
(3,605) (5,439)
       
Benefit from deferred compensation plan liability(11,637) —
 (11,637)
       
(Lease liability extinguishment gain) transaction related costs and impairment losses(170,889) (171,620)
(6) 
731
      
Total decrease in expenses$(298,931) $(282,499) $(16,432)
___________________
(1)Temporarily closed since April 1, 2020 as a result of the pandemic.
(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 $34,010 for the non-cash write-off of receivables arising from the straight-lining of rents, primarily for the JCPenney lease at Manhattan Mall and the New York & Company, Inc. lease at 330 West 34th Street, and $4,621 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 in May 2020 related to 608 Fifth Avenue.



Results of Operations – Six Months Ended June 30, 2020 Compared to June 30, 2019- continued
(Loss) Income from Partially Owned Entities
Below are the components of (loss) income from partially owned entities for the six months ended June 30, 2020 and 2019.
(Amounts in thousands)Percentage
Ownership at
June 30, 2020		 For the Six Months Ended June 30,
  2020 2019
Our share of net (loss) income:     
Fifth Avenue and Times Square JV(1):
     
Non-cash impairment loss(2)
  $(306,326) $—
Return on preferred equity, net of our share of the expense
 18,496
 8,586
Equity in net income(3)
51.5% 5,937
 11,217
   (281,893) 19,803
Alexander's32.4% 7,827
 11,493
Partially owned office buildings(4)
Various 2,132
 (1,345)
Other investments(5)
Various (836) 242
   $(272,770) $30,193
____________________
(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)
The decrease in our share of net income was primarily due to (i) $4,737 of write-offs of lease receivables deemed uncollectible during the second quarter of 2020 and (ii) a $4,360 reduction in income related to a Forever 21 lease modification at 1540 Broadway.
(4)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.
(5)Includes interests in Independence Plaza, Rosslyn Plaza, UE (sold on March 4, 2019), PREIT (accounted 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 the loss from our real estate fund investments for the six months ended June 30, 2020 and 2019.
(Amounts in thousands)For the Six Months Ended June 30,
 2020 2019
Net investment (loss) income$(309) $192
Net unrealized loss on held investments(211,196) (16,162)
Loss from real estate fund investments(211,505) (15,970)
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries149,258
 (7,692)
Loss from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$(62,247) $(23,662)

Interest and Other Investment (Loss) Income, net
Below are the components of interest and other investment (loss) income, net for the six months ended June 30, 2020 and 2019.
(Amounts in thousands)For the Six Months Ended June 30,
 2020 2019
Credit losses on loans receivable(1)
$(13,369) $—
Interest on cash and cash equivalents and restricted cash5,464
 4,693
(Decrease) increase in fair value of marketable securities(2)
(4,938) 1,773
Interest on loans receivable2,236
 3,241
Dividends on marketable securities—
 1,313
Other, net1,810
 1,865
 $(8,797) $12,885
____________________
(1)
As a resultSee Note 4 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.9%.this Quarterly Report on Form 10-Q for additional information.
(2)The six months ended June 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 six months ended June 30, 2019 primarily includes (i) a $16,068 mark-to-market increase in the fair value of our Lexington common shares (sold on March 1, 2019) partially offset by (ii) a $14,336 mark-to-market decrease in the fair value of our PREIT common shares (accounted for as marketable securities from March 12, 2019 and sold on January 23, 2020).

Results of Operations – Six Months Ended June 30, 2020 Compared to June 30, 2019- continued
Interest and Debt Expense
Interest and debt expense was $117,247,000 for the six months ended June 30, 2020, compared to $165,492,000 for the prior year’s six months, a decrease of $48,245,000. 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) $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, (iii) $11,970,000 of lower interest expense resulting from the repayment of the mortgage payable of PENN2, (iv) $9,482,000 of lower interest expense resulting from lower average interest rates on our variable rate loans, (v) $7,584,000 of lower interest expense resulting from 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 $21,636,000 of lower capitalized interest and debt expense.
Net Gain on Transfer to Fifth Avenue and Times Square JV
During the six months ended June 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 $124,284,000 for the six months ended June 30, 2020 consisted of net gains on the sale of 11 condominium units at 220 CPS. Net gains on disposition of wholly owned and partially owned assets of $332,007,000 for the six months ended June 30, 2019 consisted of (i) $269,612,000 of net gains on the sale of 23 condominium units at 220 CPS and (ii) a $62,395,000 net gain from the sale of all our UE partnership units in the first quarter of 2019.
Income Tax Expense
Income tax expense for the six months ended June 30, 2020 was $14,650,000 compared to $56,657,000 for the prior year’s six months, a decrease of $42,007,000. 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 $140,155,000 for the six months ended June 30, 2020, compared to income of $28,271,000 for the prior year’s six months, a decrease in income of $168,426,000. This decrease resulted primarily from the allocation of net loss to the noncontrolling interests in our real estate fund investments.
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 $13,974,000 for the six months ended June 30, 2020, compared to net income of $174,717,000 for the prior year’s six months, a decrease in income of $188,691,000.This decrease resulted primarily from lower net income subject to allocation to Class A unitholders.

Results of Operations – Six Months Ended June 30, 2020 Compared to June 30, 2019- continued
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $25,061,000 for the six months ended June 30, 2020, compared to $25,066,000 for the prior year’s six months, a decrease of $5,000. 
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $25,143,000 for the six months ended June 30, 2020, compared to $25,148,000 for the prior year’s six months, a decrease of $5,000. 
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 six months ended June 30, 2020 compared to June 30, 2019.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the six months ended June 30, 2020$503,553
 $431,527
 $38,916
 $30,068
 $3,042
 Less NOI at share from:         
 Development properties(21,642) (21,638) —
 (4) —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)8,516
 8,516
 —
 —
 —
 Other non-same store (income) expense, net(17,533) (14,172) (422) 103
 (3,042)
Same store NOI at share for the six months ended June 30, 2020$472,894
 $404,233
 $38,494
 $30,167
 $—
          
NOI at share for the six months ended June 30, 2019$646,681
 $541,060
 $54,497
 $29,859
 $21,265
 Less NOI at share from:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(35,770) (35,770) —
 —
 —
 Dispositions(7,096) (7,096) —
 —
 —
 Development properties(35,131) (35,131) —
 —
 —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)(4,031) (4,031)     —
 Other non-same store (income) expense, net(15,586) 5,054
 345
 280
 (21,265)
Same store NOI at share for the six months ended June 30, 2019$549,067
 $464,086
 $54,842
 $30,139
 $—
          
(Decrease) increase in same store NOI at share for the six months ended June 30, 2020 compared to June 30, 2019$(76,173) $(59,853) $(16,348) $28
 $—
           
% (decrease) increase in same store NOI at share(13.9)% (12.9)% (29.8)%
(1) 
0.1% —%
____________________
(1)The decrease is primarily due to the cancellationeffects of the COVID-19 pandemic, causing trade shows resultingto be cancelled from late March 2020 through the remainder of the year.

Results of Operations – Six Months Ended June 30, 2020 Compared to June 30, 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 six months ended June 30, 2020 compared to June 30, 2019.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the six months ended June 30, 2020$540,819
 $465,576
 $40,470
 $30,440
 $4,333
 Less NOI at share - cash basis from:         
 Development properties(27,591) (27,587) —
 (4) —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)8,525
 8,525
 —
 —
 —
 Other non-same store income, net(26,130) (21,366) (422) (9) (4,333)
Same store NOI at share - cash basis for the six months ended June 30, 2020$495,623
 $425,148
 $40,048
 $30,427
 $—
          
NOI at share - cash basis for the six months ended June 30, 2019$651,248
 $542,879
 $56,896
 $30,340
 $21,133
 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(7,460) (7,460) —
 —
 —
 Development properties(47,703) (47,703) —
 —
 —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)(3,982) (3,982) —
 —
 —
 Other non-same store (income) expense, net(30,379) (9,797) 345
 206
 (21,133)
Same store NOI at share - cash basis for the six months ended June 30, 2019$528,819
 $441,032
 $57,241
 $30,546
 $—
          
Decrease in same store NOI at share - cash basis for the six months ended June 30, 2020 compared to June 30, 2019$(33,196) $(15,884) $(17,193) $(119) $—
           
% decrease in same store NOI at share - cash basis(6.3)% (3.6)% (30.0)%
(1) 
(0.4)% —%
____________________
(1)The decrease is primarily due to the effects of the COVID-19 pandemic. Excludingpandemic, causing trade shows same store NOI at share - cash basis increased by 2.0%.to be cancelled from late March 2020 through the remainder of the year.





SUPPLEMENTAL INFORMATION

NOI At Share by Segment for the Three Months Ended June 30, 2020 and March 31, 2020 and December 31, 2019
Below is a summary of NOI at share and NOI at share - cash basis for the three months ended June 30, 2020 and March 31, 2020 and 2019 by segment.
(Amounts in thousands)For the Three Months Ended March 31, 2020For the Three Months Ended June 30, 2020
Total New York OtherTotal New York Other
Total revenues$444,532
 $355,615
 $88,917
$343,026
 $270,628
 $72,398
Operating expenses(230,007) (183,031) (46,976)(174,425) (140,207) (34,218)
NOI - consolidated214,525
 172,584
 41,941
168,601
 130,421
 38,180
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (8,433) (7,060)(15,448) (8,504) (6,944)
Add: NOI from partially owned entities81,881
 78,408
 3,473
69,487
 67,051
 2,436
NOI at share280,913
 242,559
 38,354
222,640
 188,968
 33,672
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other3,076
 1,106
 1,970
34,190
 32,943
 1,247
NOI at share - cash basis$283,989
 $243,665
 $40,324
$256,830
 $221,911
 $34,919
(Amounts in thousands)For the Three Months Ended December 31, 2019For the Three Months Ended March 31, 2020
Total New York OtherTotal New York Other
Total revenues$460,968
 $377,626
 $83,342
$444,532
 $355,615
 $88,917
Operating expenses(223,975) (184,231) (39,744)(230,007) (183,031) (46,976)
NOI - consolidated236,993
 193,395
 43,598
214,525
 172,584
 41,941
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(17,417) (9,885) (7,532)(15,493) (8,433) (7,060)
Add: NOI from partially owned entities85,990
 82,774
 3,216
81,881
 78,408
 3,473
NOI at share305,566
 266,284
 39,282
280,913
 242,559
 38,354
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(6,590) (8,577) 1,987
3,076
 1,106
 1,970
NOI at share - cash basis$298,976
 $257,707
 $41,269
$283,989
 $243,665
 $40,324




SUPPLEMENTAL INFORMATION - CONTINUED

NOI At Share by Segment for the Three Months Ended June 30, 2020 and March 31, 2020 and December 31, 2019 - continued
The elements of our New York and Other NOI at share for the three months ended June 30, 2020 and March 31, 2020 and December 31, 2019 are summarized below.
(Amounts in thousands)For the Three Months EndedFor the Three Months Ended
March 31, 2020 December 31, 2019June 30, 2020 March 31, 2020
New York:      
Office(1)$183,205
 $183,925
$161,444
 $183,205
Retail(2)52,018
 59,728
21,841
 52,018
Residential6,200
 5,835
5,868
 6,200
Alexander's10,492
 10,626
8,331
 10,492
Hotel Pennsylvania(1)(3)
(9,356) 6,170
(8,516) (9,356)
Total New York242,559
 266,284
188,968
 242,559
      
Other:      
theMART(4)21,113
 22,712
17,803
 21,113
555 California Street15,231
 14,533
14,837
 15,231
Other investments2,010
 2,037
1,032
 2,010
Total Other38,354
 39,282
33,672
 38,354
      
NOI at share$280,913
 $305,566
$222,640
 $280,913
___________________
(1)
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 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 decrease in NOI at share is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania washas been temporarily closed commencing onsince April 1, 2020 as a result of the pandemic.

(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 June 30, 2020 and March 31, 2020 and December 31, 2019 are summarized below.
(Amounts in thousands)For the Three Months EndedFor the Three Months Ended
March 31, 2020 December 31, 2019June 30, 2020 March 31, 2020
New York:      
Office(1)$187,035
 $180,762
$175,438
 $187,035
Retail(2)49,041
 54,357
38,913
 49,041
Residential5,859
 5,763
5,504
 5,859
Alexander's11,094
 10,773
10,581
 11,094
Hotel Pennsylvania(1)(3)
(9,364) 6,052
(8,525) (9,364)
Total New York243,665
 257,707
221,911
 243,665
      
Other:      
theMART(4)22,705
 24,646
17,765
 22,705
555 California Street15,435
 14,491
15,005
 15,435
Other investments2,184
 2,132
2,149
 2,184
Total Other40,324
 41,269
34,919
 40,324
      
NOI at share - cash basis$283,989
 $298,976
$256,830
 $283,989
___________________
(1)
The three months ended June 30, 2020 includes $940 of write-offs of tenant receivables deemed uncollectible.
(2)
The three months ended June 30, 2020 includes $6,731 of write-offs of tenant receivables deemed uncollectible.
(3)The decrease in NOI at share - cash basis is primarily due to seasonality of operations and the effects of the COVID-19 pandemic. The Hotel Pennsylvania washas been temporarily closed commencing onsince April 1, 2020 as a result of the pandemic.
(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 (Loss) Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended June 30, 2020 and March 31, 2020 and December 31, 2019
(Amounts in thousands)For the Three Months EndedFor the Three Months Ended
March 31, 2020 December 31, 2019June 30, 2020 March 31, 2020
Net (loss) income$(104,503) $160,676
Net loss$(217,352) $(104,503)
Depreciation and amortization expense92,793
 92,926
92,805
 92,793
General and administrative expense52,834
 39,791
35,014
 52,834
Transaction related costs and other71
 3,223
Income from partially owned entities(19,103) (22,726)
(Lease liability extinguishment gain) transaction related costs and impairment losses(69,221) 71
Loss (income) from partially owned entities291,873
 (19,103)
Loss from real estate fund investments183,463
 90,302
28,042
 183,463
Interest and other investment loss (income), net5,904
 (5,889)
Interest and other investment loss, net2,893
 5,904
Interest and debt expense58,842
 59,683
58,405
 58,842
Net gains on disposition of wholly owned and partially owned assets(68,589) (203,835)(55,695) (68,589)
Income tax expense12,813
 22,897
1,837
 12,813
Income from discontinued operations—
 (55)
NOI from partially owned entities81,881
 85,990
69,487
 81,881
NOI attributable to noncontrolling interests in consolidated subsidiaries(15,493) (17,417)(15,448) (15,493)
NOI at share280,913
 305,566
222,640
 280,913
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other3,076
 (6,590)34,190
 3,076
NOI at share - cash basis$283,989
 $298,976
$256,830
 $283,989



SUPPLEMENTAL INFORMATION - CONTINUED

Three Months Ended March 31,June 30, 2020 Compared to DecemberMarch 31, 20192020
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 three months ended March 31,June 30, 2020 compared to DecemberMarch 31, 2019.2020.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the three months ended March 31, 2020$280,913
 $242,559
 $21,113
 $15,231
 $2,010
 Less NOI at share from:         
 Acquisitions(364) (364) —
 —
 —
 Development properties(14,271) (14,271) —
 —
 —
 Other non-same store (income) expense, net(7,477) (5,160) (422) 115
 (2,010)
Same store NOI at share for the three months ended March 31, 2020$258,801
 $222,764
 $20,691
 $15,346
 $—
          
NOI at share for the three months ended December 31, 2019$305,566
 $266,284
 $22,712
 $14,533
 $2,037
 Less NOI at share from:         
 Acquisitions(118) (118) —
 —
 —
 Development properties(15,894) (15,894) —
 —
 —
 Other non-same store (income) expense, net(7,665) (5,530) (172) 74
 (2,037)
Same store NOI at share for the three months ended December 31, 2019$281,889
 $244,742
 $22,540
 $14,607
 $—
          
(Decrease) increase in same store NOI at share for the three months ended March 31, 2020 compared to December 31, 2019$(23,088) $(21,978) $(1,849) $739
 $—
           
% (decrease) increase in same store NOI at share(8.2)% (9.0)%
(1) 
(8.2)%
(2) 
5.1% —%
(Amounts in thousands)Total New York theMART 555 California Street Other
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 (temporarily 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
 $—
          
NOI at share for the three months ended March 31, 2020$280,913
 $242,559
 $21,113
 $15,231
 $2,010
 Less NOI at share from:         
 Development properties(12,996) (12,996) —
 —
 —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)9,356
 9,356
 —
 —
 —
 Other non-same store (income) expense, net(7,705) (5,434) (422) 161
 (2,010)
Same store NOI at share for the three months ended March 31, 2020$269,568
 $233,485
 $20,691
 $15,392
 $—
          
Decrease in same store NOI at share for the three months ended June 30, 2020 compared to March 31, 2020$(54,802) $(51,297) $(2,888) $(617) $—
           
% decrease in same store NOI at share(20.3)% (22.0)% (14.0)%
(1) 
(4.0)% —%
____________________
(1)
As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share decreased by 2.7%.
(2)
The decrease is primarily due to the cancellationeffects of the COVID-19 pandemic, causing trade shows resultingto be cancelled from late March 2020 through the COVID-19 pandemic. Excluding trade shows, same store NOI at share decreased by 2.8%.
remainder of the year.




SUPPLEMENTAL INFORMATION - CONTINUED

Three Months Ended March 31,June 30, 2020 Compared to DecemberMarch 31, 20192020 - 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 March 31,June 30, 2020 compared to DecemberMarch 31, 2019.2020.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended March 31, 2020$283,989
 $243,665
 $22,705
 $15,435
 $2,184
 Less NOI at share - cash basis from:         
 Acquisitions(343) (343) —
 —
 —
 Development properties(18,122) (18,122) —
 —
 —
 Other non-same store income, net(12,293) (9,584) (422) (103) (2,184)
Same store NOI at share - cash basis for the three months ended March 31, 2020$253,231
 $215,616
 $22,283
 $15,332
 $—
           
NOI at share - cash basis for the three months ended December 31, 2019$298,976
 $257,707
 $24,646
 $14,491
 $2,132
 Less NOI at share - cash basis from:         
 Acquisitions(49) (49) —
 —
 —
 Development properties(17,310) (17,310) —
 —
 —
 Other non-same store income, net(9,244) (6,940) (172) —
 (2,132)
Same store NOI at share - cash basis for the three months ended December 31, 2019$272,373
 $233,408
 $24,474
 $14,491
 $—
          
(Decrease) increase in same store NOI at share - cash basis for the three months ended March 31, 2020 compared to December 31, 2019$(19,142) $(17,792) $(2,191) $841
 $—
          
% (decrease) increase in same store NOI at share - cash basis(7.0)% (7.6)%
(1) 
(9.0)%
(2) 
5.8% —%
(Amounts in thousands)Total New York theMART 555 California Street Other
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 (temporarily 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
 $—
           
NOI at share - cash basis for the three months ended March 31, 2020$283,989
 $243,665
 $22,705
 $15,435
 $2,184
 Less NOI at share - cash basis from:         
 Development properties(17,024) (17,024) —
 —
 —
 Hotel Pennsylvania (temporarily closed beginning April 1, 2020)9,364
 9,364
 —
 —
 —
 Other non-same store income, net(12,521) (9,858) (422) (57) (2,184)
Same store NOI at share - cash basis for the three months ended March 31, 2020$263,808
 $226,147
 $22,283
 $15,378
 $—
          
Decrease in same store NOI at share - cash basis for the three months ended June 30, 2020 compared to March 31, 2020$(20,703) $(15,855) $(4,518) $(330) $—
          
% decrease in same store NOI at share - cash basis(7.8)% (7.0)% (20.3)%
(1) 
(2.1)% —%
____________________
(1)
As a result of the COVID-19 pandemic, we have temporarily closed the Hotel Pennsylvania. Excluding the Hotel Pennsylvania, same store NOI at share - cash basis decreased by 1.0%.
(2)
The decrease is primarily due to the cancellationeffects of the COVID-19 pandemic, causing trade shows resultingto be cancelled from late March 2020 through the COVID-19 pandemic. Excluding trade shows, same store NOI at share - cash basis decreased by 4.0%.
remainder of the year.

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. WeDuring the second quarter of 2020, we 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 temporary closure of Hotel Pennsylvania, the cancellation of trade shows at theMART through 2020, and lower revenues from BMS and signage. For the quarter ended June 30, 2020, we collected 90% 88% (94% including rent deferrals)of rent due from our tenants, comprised of 93% (98% including rent deferrals) from our office tenants for the month of April 2020 and 53% of the72% (78% including rent duedeferrals) from our retail tenants for the month of April 2020, or 83% in the aggregate.tenants. While we believe that our tenants are required to pay rent under their leases, we have implemented and will continue to consider temporary 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.
As of March 31,June 30, 2020, we have $3.4$3.6 billion of liquidity comprised of $1.7$1.9 billion of cash and cash equivalents and restricted cash and $1.7 billion available on our $2.75 billion revolving credit facilities. We also have $9.0 billion of unencumbered assets as of March 31, 2020. WeThe 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. The challenges posed by COVID-19 and the impact on our business and cash flows are evolving rapidly and cannot be predicted at this time. Consequently, the Company will continue to evaluate its liquidity and financial position on an ongoing basis.
We continue closings on the sale of condominium units at 220 Central Park South.CPS. During Aprilthe second quarter of 2020, we closed on the sale of four condominium units for net proceeds aggregating $156,972,000 and in July 2020, we closed on the sale of $157,747,000 and weseven condominium units for net proceeds aggregating $250,116,000. We expect to generate additional net cash proceeds from the sale of condominium units of approximately $745,000,000$500,000,000 for the remainder of 2020. In the aggregate, we will have recognized over $1.0 billion after-tax net gain, of which $629,812,000$678,817,000 has already been recognized in our consolidated statements of income from inception to March 31,June 30, 2020. Future closings may be delayed as the construction is deemed "non-essential" and has been temporarily paused.
We may from time to time purchase, retire or redeem our outstanding debt securities or 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 ThreeSix Months Ended March 31,June 30, 2020 and 2019
Our cash flow activities are summarized as follows:
(Amounts in thousands)For the Three Months Ended March 31, (Decrease) Increase in Cash FlowFor the Six Months Ended June 30, (Decrease) Increase in Cash Flow
2020 2019 2020 2019 
Net cash provided by operating activities$51,448
 $64,118
 $(12,670)$267,715
 $292,852
 $(25,137)
Net cash (used in) provided by investing activities(99,339) 403,294
 (502,633)(124,057) 2,113,511
 (2,237,568)
Net cash provided by (used in) financing activities108,068
 (274,683) 382,751
112,552
 (2,046,358) 2,158,910
Cash and cash equivalents and restricted cash was $1,667,308,000$1,863,341,000 as of March 31,June 30, 2020, a $60,177,000$256,210,000 increase from the balance as of December 31, 2019.
Net cash provided by operating activities of $51,448,000$267,715,000 for the threesix months ended March 31,June 30, 2020 was comprised of $184,885,000$342,149,000 of cash from operations, including distributions of income from partially owned entities of $48,568,000,$79,436,000, and a net decrease of $133,437,000$74,434,000 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 (used in) provided by investing activities:
(Amounts in thousands)For the Three Months Ended March 31, (Decrease) Increase in Cash FlowFor the Six Months Ended June 30, (Decrease) Increase in Cash Flow
2020 2019 2020 2019 
Proceeds from sale of condominium units at 220 Central Park South$191,216
 $425,484
 $(234,268)$437,188
 $690,734
 $(253,546)
Development costs and construction in progress(169,845) (143,302) (26,543)(319,294) (289,532) (29,762)
Moynihan Train Hall expenditures(98,794) (123,533) 24,739
(183,007) (205,783) 22,776
Additions to real estate(49,251) (55,759) 6,508
(85,252) (120,060) 34,808
Proceeds from sales of marketable securities28,375
 167,755
 (139,380)28,375
 167,852
 (139,477)
Investments in partially owned entities(2,130) (918) (1,212)(3,157) (15,588) 12,431
Distributions of capital from partially owned entities1,090
 24,851
 (23,761)1,090
 24,880
 (23,790)
Proceeds from transfer of interest in Fifth Avenue and Times Square JV (net of $35,562 of transaction costs and $10,899 of deconsolidated cash and restricted cash)—
 1,255,756
 (1,255,756)
Proceeds from redemption of 640 Fifth Avenue preferred equity—
 500,000
 (500,000)
Proceeds from sale of real estate and related investments—
 108,512
 (108,512)—
 108,512
 (108,512)
Proceeds from repayments of loans receivable—
 204
 (204)
Acquisitions of real estate and other—
 (3,260) 3,260
Net cash (used in) provided by investing activities$(99,339) $403,294
 $(502,633)$(124,057) $2,113,511
 $(2,237,568)
The following table details the net cash provided by (used in) financing activities:
(Amounts in thousands)For the Three Months Ended March 31, Increase (Decrease) in Cash FlowFor the Six Months Ended June 30, (Decrease) Increase in Cash Flow
2020 2019 2020 2019 
Dividends paid on common shares/Distributions to Vornado$(624,627) $(251,803) $(372,824)
Proceeds from borrowings$553,062
 $456,741
 $96,321
554,297
 458,955
 95,342
Dividends paid on common shares/Distributions to Vornado(498,486) (125,876) (372,610)
Moynihan Train Hall reimbursement from Empire State Development98,794
 123,533
 (24,739)183,007
 205,783
 (22,776)
Contributions from noncontrolling interests in consolidated subsidiaries98,268
 8,315
 89,953
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(40,045) (16,252) (23,793)(54,440) (49,140) (5,300)
Dividends paid on preferred shares/Distributions to preferred unitholders(12,531) (12,534) 3
(37,593) (25,066) (12,527)
Repayments of borrowings(11,347) (1,943,157) 1,931,810
Proceeds received from exercise of Vornado stock options and other4,899
 1,511
 3,388
5,267
 2,046
 3,221
Contributions from noncontrolling interests in consolidated subsidiaries4,786
 5,194
 (408)
Repayments of borrowings(2,150) (686,555) 684,405
Debt issuance costs(143) (13,522) 13,379
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other(137) (8,692) 8,555
(137) (8,692) 8,555
Debt issuance costs(124) (10,860) 10,736
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
—
 (893) 893
Net cash provided by (used in) financing activities$108,068
 $(274,683) $382,751
$112,552
 $(2,046,358) $2,158,910

Liquidity and Capital Resources - continued
Capital Expenditures for the ThreeSix Months Ended March 31,June 30, 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 threesix months ended March 31,June 30, 2020.
(Amounts in thousands)Total New York theMART 
555 California
Street
Total New York theMART 
555 California
Street
Expenditures to maintain assets$20,743
 $18,012
 $1,923
 $808
$34,335
 $28,900
 $4,443
 $992
Tenant improvements20,223
 17,316
 776
 2,131
35,756
 30,001
 3,624
 2,131
Leasing commissions11,137
 7,237
 3,153
 747
15,360
 11,415
 3,173
 772
Recurring tenant improvements, leasing commissions and other capital expenditures52,103
 42,565
 5,852
 3,686
85,451
 70,316
 11,240
 3,895
Non-recurring capital expenditures6,753
 6,748
 5
 —
11,772
 11,767
 5
 —
Total capital expenditures and leasing commissions$58,856
 $49,313
 $5,857
 $3,686
$97,223
 $82,083
 $11,245
 $3,895
Development and Redevelopment Expenditures for the ThreeSix Months Ended March 31,June 30, 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 above.
220 CPS
We are 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) is estimated to be approximately $1.450 billion, of which $1.395$1.419 billion has been expended as of March 31,June 30, 2020.
PENN District
We are redeveloping PENN1, a 2,546,0002,545,000 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 $95,919,000$112,089,000 has been expended as of March 31,June 30, 2020.
We are redeveloping PENN2, a 1,795,000 square foot (as expanded) office building located on the west side of Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which $52,911,000$69,686,000 has been expended as of March 31,June 30, 2020.
We are also making districtwide improvements within the Penn District. The development cost of these improvements is estimated to be $100,000,000, of which $7,360,000$8,735,000 has been expended as of March 31,June 30, 2020.
Our 95.0%95% 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 844,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 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 March 31,June 30, 2020, $650,506,000$622,844,000 has been 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.
On December 19, 2019, we paid Kmart Corporation $34,000,000, of which $10,000,000 is expected to be reimbursed, to early terminate their 141,000 square foot retail space lease at PENN1 which was scheduled to expire in January 2036.
We recently entered into a development agreement with the Metropolitan Transportation Authority to oversee the development 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 $123,000,000$124,639,000.

Liquidity and Capital Resources - continued
Development and Redevelopment Expenditures for the ThreeSix Months Ended March 31,June 30, 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 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 March 31,June 30, 2020, $52,180,000$54,242,000 has been expended, of which our share is $36,526,000$37,969,000.
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 March 31,June 30, 2020, $23,910,000$25,204,000 has been expended, of which our share is $11,955,000.

$12,602,000.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn 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 threesix months ended March 31,June 30, 2020. These expenditures include interest and debt expense of $12,055,000,$21,501,000, payroll of $5,307,000$8,876,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $28,394,000,$53,313,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands)Total New York theMART 
555 California
Street
 OtherTotal New York theMART 
555 California
Street
 Other
Farley Office and Retail Building$69,540
 $69,540
 $—
 $—
 $—
Farley Office and Retail$127,998
 $127,998
 $—
 $—
 $—
220 CPS29,331
 —
 —
 —
 29,331
62,450
 —
 —
 —
 62,450
PENN128,024
 28,024
 —
 —
 —
48,565
 48,565
 —
 —
 —
PENN220,507
 20,507
 —
 —
 —
44,810
 44,810
 —
 —
 —
345 Montgomery Street6,798
 —
 —
 6,798
 —
9,775
 —
 —
 9,775
 —
Other15,645
 14,721
 576
 —
 348
25,696
 23,877
 1,808
 —
 11
$169,845
 $132,792
 $576
 $6,798
 $29,679
$319,294
 $245,250
 $1,808
 $9,775
 $62,461
Capital Expenditures for the ThreeSix Months Ended March 31,June 30, 2019
Below is a summary of amounts paid for capital expenditures and leasing commissions for the threesix months ended March 31,June 30, 2019.
(Amounts in thousands)Total New York theMART 
555 California
Street
Total New York theMART 
555 California
Street
Expenditures to maintain assets$26,377
 $24,106
 $2,019
 $252
$53,457
 $46,850
 $4,822
 $1,785
Tenant improvements9,479
 8,462
 1,015
 2
36,080
 31,068
 1,806
 3,206
Leasing commissions5,122
 5,122
 —
 —
13,009
 12,289
 376
 344
Recurring tenant improvements, leasing commissions and other capital expenditures40,978
 37,690
 3,034
 254
102,546
 90,207
 7,004
 5,335
Non-recurring capital expenditures12,704
 12,622
 74
 8
21,505
 19,780
 86
 1,639
Total capital expenditures and leasing commissions$53,682
 $50,312
 $3,108
 $262
$124,051
 $109,987
 $7,090
 $6,974

Liquidity and Capital Resources - continued
Capital Expenditures for the Three Months Ended March 31, 2019 - continued
Development and Redevelopment Expenditures for the ThreeSix Months Ended March 31,June 30, 2019
Below is a summary of amounts paid for development and redevelopment expenditures for the threesix months ended March 31,June 30, 2019. These expenditures include interest and debt expense of $23,325,000,$43,138,000, payroll of $4,590,000$10,515,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $13,030,000,$32,535,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands)Total New York theMART 
555 California
Street
 OtherTotal New York theMART 
555 California
Street
 Other
Farley Office and Retail$106,980
 $106,980
 $—
 $—
 $—
220 CPS$54,623
 $—
 $—
 $—
 $54,623
102,926
 —
 —
 —
 102,926
Farley Office and Retail Building51,506
 51,506
 —
 —
 —
606 Broadway4,980
 4,980
 —
 —
 —
PENN14,941
 4,941
 —
 —
 —
24,584
 24,584
 —
 —
 —
345 Montgomery Street3,250
 —
 —
 3,250
 —
9,736
 —
 —
 9,736
 —
606 Broadway7,464
 7,464
 —
 —
 —
1535 Broadway1,031
 1,031
 —
 —
 —
1,031
 1,031
 —
 —
 —
Other22,971
 20,018
 686
 1,388
 879
36,811
 32,387
 1,231
 3,193
 —
$143,302
 $82,476
 $686
 $4,638
 $55,502
$289,532
 $172,446
 $1,231
 $12,929
 $102,926
Commitments and Contingencies
Farley Office and Retail
The consolidated joint venture in which we own a 95% ownership interest was designated by Empire State Development ("ESD") to develop Farley Office and 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, require a refund or reduction of the Tax Credit Investor’s capital contributions. As of June 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
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 costs to us.
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.
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. InBeginning March 2020, as no resolution had been reached with EDC, we did not pay the monthly rentrents due under the non-recourse lease. As of March 31,June 30, 2020, we have a $45,790,000$46,350,000 lease liability and a $34,732,000$34,647,000 right-of-use asset recorded for this lease.
In August 2019, we delivered the required nine month notice to the ground lessor of our land

Liquidity and building lease at 608 Fifth Avenue that we will surrender the property in May 2020. As of March 31, 2020, a $71,071,000 lease liability remains, which will be recognized as income when the non-recourse lease is terminated.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 Empire State Development ("ESD"),ESD, an entity of New York State, for the Farley Office and Retail Building.Retail. As of March 31,June 30, 2020, the aggregate dollar amount of these guarantees and master leases is approximately $1,543,000,000.



Liquidity and Capital Resources - continued
Other Commitments and Contingencies - continued$1,537,000,000.
As of March 31,June 30, 2020, $17,458,000$17,002,000 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.
The joint venture in which we own a 95.0% ownership interest was designated by ESD to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, 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.
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 March 31,June 30, 2020 fair value of the Fund assets, at liquidation we would be required to make a $24,300,000$32,000,000 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 March 31,June 30, 2020, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $11,000,000.
As of March 31,June 30, 2020, we have construction commitments aggregating approximately $559,000,000.$556,000,000.

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 (loss) income per share are disclosed in Note 1920 – (Loss) Income Per Share/(Loss) Income Per Class A Unit, in our consolidated financial statements on page 3642 of this Quarterly Report on Form 10-Q.
FFO attributable to common shareholders plus assumed conversions was $130,360,000,$203,256,000, or $0.68$1.06 per diluted share for the three months ended March 31,June 30, 2020, compared to $247,684,000,$164,329,000, or $1.30$0.86 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $333,616,000, or $1.75 per diluted share for the six months ended June 30, 2020, compared to $412,013,000, or $2.16 per diluted share, for the prior year’s six months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.
(Amounts in thousands, except per share amounts)For the Three Months Ended March 31,For the Three Months Ended June 30, For the Six Months Ended
June 30,
2020 20192020 2019 2020 2019
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:   
Net income attributable to common shareholders$4,963
 $181,488
Reconciliation of our net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:       
Net (loss) income attributable to common shareholders$(197,750) $2,400,195
 $(192,787) $2,581,683
Per diluted share$0.03
 $0.95
$(1.03) $12.56
 $(1.01) $13.51
          
FFO adjustments:          
Depreciation and amortization of real property$85,136
 $108,483
$85,179
 $105,453
 $170,315
 $213,936
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) —
 (2,559,154)
Real estate impairment losses—
 31,436
 —
 31,436
Net gain from sale of UE common shares (sold on March 4, 2019)—
 (62,395)—
 —
 —
 (62,395)
Decrease (increase) in fair value of marketable securities:   
(Increase) decrease in fair value of marketable securities:       
PREIT (accounted for as a marketable security from March 12, 2019 and sold on January 23, 2020)4,938
 15,649
—
 (1,313) 4,938
 14,336
Lexington (sold on March 1, 2019)—
 (16,068)—
 —
 —
 (16,068)
Other—
 (42)—
 1
 —
 (41)
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 $467 of noncontrolling interests305,859
 —
 305,859
 —
Depreciation and amortization of real property40,423
 24,990
39,736
 34,631
 80,159
 59,621
Decrease (increase) in fair value of marketable securities3,691
 (12)
(Increase) decrease in fair value of marketable securities(565) 1,709
 3,126
 1,697
134,188
 70,605
430,209
 (2,387,237) 564,397
 (2,316,632)
Noncontrolling interests' share of above adjustments(8,804) (4,424)(29,215) 151,357
 (38,019) 146,933
FFO adjustments, net$125,384
 $66,181
$400,994
 $(2,235,880) $526,378
 $(2,169,699)
       

 

FFO attributable to common shareholders$130,347
 $247,669
$203,244
 $164,315
 $333,591
 $411,984
Convertible preferred share dividends13
 15
12
 14
 25
 29
FFO attributable to common shareholders plus assumed conversions$130,360
 $247,684
$203,256
 $164,329
 $333,616
 $412,013
Per diluted share$0.68
 $1.30
$1.06
 $0.86
 $1.75
 $2.16
          
Reconciliation of weighted average shares outstanding:          
Weighted average common shares outstanding191,038
 190,689
191,104
 190,781
 191,071
 190,735
Effect of dilutive securities:          
Convertible preferred shares28
 34
 29
 35
Employee stock options and restricted share awards75
 271
—
 243
 2
 256
Convertible preferred shares30
 36
AO LTIPs—
 —
 5
 —
Denominator for FFO per diluted share191,143
 190,996
191,132
 191,058
 191,107
 191,026

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)2020 20192020 2019
March 31,
Balance		 
Weighted
Average
Interest Rate
 
Effect of 1%
Change in
Base Rates
 
December 31,
Balance
 
Weighted
Average
Interest Rate
June 30,
Balance		 
Weighted
Average
Interest Rate
 
Effect of 1%
Change in
Base Rates
 
December 31,
Balance
 
Weighted
Average
Interest Rate
Consolidated debt:            
Variable rate$2,196,562
 2.32% $21,966
 $1,643,500
 3.09%$2,197,797
 1.42% $21,978
 $1,643,500
 3.09%
Fixed rate5,799,366
 3.57% —
 5,801,516
 3.57%5,789,860
 3.56% —
 5,801,516
 3.57%
$7,995,928
 3.22% 21,966
 $7,445,016
 3.46%$7,987,657
 2.97% 21,978
 $7,445,016
 3.46%
Pro rata share of debt of non-consolidated entities(1):
              
Variable rate$1,490,518
 2.70% 14,905
 $1,441,690
 3.34%$1,493,887
 1.80% 14,939
 $1,441,690
 3.34%
Fixed rate1,361,087
 3.93% —
 1,361,169
 3.93%1,360,980
 3.93% —
 1,361,169
 3.93%
$2,851,605
 3.29% 14,905
 $2,802,859
 3.62%$2,854,867
 2.81% 14,939
 $2,802,859
 3.62%
Noncontrolling interests' share of consolidated subsidiaries  (354)     (361)   
Total change in annual net income attributable to the Operating Partnership  36,517
     36,556
   
Noncontrolling interests’ share of the Operating Partnership  (2,396) 
   (2,482) 
 
Total change in annual net income attributable to Vornado  $34,121
     $34,074
   
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit  $0.18
     $0.18
   
Total change in annual net income attributable to Vornado per diluted share  $0.18
     $0.18
   
____________________
(1)Our pro rata share of debt of non-consolidated entities as of March 31,June 30, 2020 and December 31, 2019 is net of $16,200 and $63,409, respectively, of our 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.
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following table summarizes our consolidated derivative instruments, all of which hedge variable rate debt, as of March 31, 2020.
(Amounts in thousands) As of March 31, 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 $94
 $175,000
        
             
Included in other liabilities:            
Unsecured term loan $68,439
 $750,000
(1) 
L+100 1.94% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 9,141
 100,000
 L+180 2.81% 4.14% 1/25
888 Seventh Avenue mortgage loan 3,077
 375,000
 L+170 2.62% 3.25% 12/20
770 Broadway mortgage loan 944
 700,000
 L+175 2.76% 2.56% 9/20
  $81,601
 $1,925,000
        
____________________
(1)
Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.
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 March 31,June 30, 2020, the estimated fair value of our consolidated debt was $7,998,000,000.$7,981,000,000.
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following tables summarize our consolidated derivative instruments, all of which hedge variable rate debt, as of June 30, 2020 and December 31, 2019.
(Amounts in thousands) As of June 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 $67
 $175,000
        
             
Included in other liabilities:            
Unsecured term loan $68,709
 $750,000
(1) 
L+100 1.18% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 9,592
 100,000
 L+180 1.99% 4.14% 1/25
888 Seventh Avenue mortgage loan 2,355
 375,000
 L+170 1.88% 3.25% 12/20
770 Broadway mortgage loan 846
 700,000
 L+175 1.93% 2.56% 9/20
  $81,502
 $1,925,000
        
____________________
(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 March 31,June 30, 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 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 March 31,June 30, 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 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors
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, 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.
In December 2019, a novel strain of coronavirus (“COVID-19”) was identified in Wuhan, China and by March 11, 2020, the World Health Organization had declared it a global pandemic. Many states in the U.S., including New York, New Jersey, Illinois and California have implemented stay-at-home orders for all "non-essential" business and activity in an aggressive effort to curb the spread of the virus. Consequently,In May 2020, certain states implemented phased re-opening plans for businesses and activities that were previously ordered to close, with limitations on occupancy and certain other restrictions. It is uncertain as to how long these restrictions will continue or if additional restrictions or closures will be imposed. As a result of the COVID-19 pandemic, the U.S. economy has suffered and there has been significant volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment.
Our properties, which are concentrated in New York City, and in Chicago and San Francisco, have been adversely affected as a result of the COVID-19 pandemic and the preventive measures taken to curb the spread.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 temporarily closed the Hotel Pennsylvania.
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.
•
WithAs of April 30, 2020, we placed 1,803 employees on temporary 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 exceptionHotel Pennsylvania and 96 corporate staff employees. As of grocery storesJuly 31, 2020, 542 employees have been taken off furlough and other "essential" businesses, substantially allreturned to work, which included 503 employees of our retail tenants have closed their storesBMS and many are seeking rent relief.39 corporate staff employees.
•
While our office buildings remain open, substantially all of our office tenants are working remotely.
•
We have temporarily closed the Hotel Pennsylvania.
•
We have postponed trade shows at theMART for the remainder of 2020.
•
Because certain of our development projects are deemed "non-essential," they have been temporarily paused due to New York State executive orders.
•
Closings on the sale of condominium units at 220 Central Park South have continued. During April 2020 we closed on the sale of four condominium units for net proceeds of $157,747,000. However, future closings may be temporarily delayed to the extent we cannot complete the buildout and obtain temporary certificates of occupancy on time.
We placed 1,803 employees on temporary furlough, including 1,293 employees of Building Maintenance Services LLC, 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.
•
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 his or her $75,000 annual cash retainer for the remainder of 2020.
We have collected substantially all of the rent due for March 2020 and collected 90% of rent due from our office tenants for the month of April 2020 and 53% of the rent due from our retail tenants for the month of April 2020, or 83% in the aggregate. Many of our retail tenants and some of our office tenants have requested rent relief and/or rent deferral for April 2020 and beyond. While we believe that our tenants are required to pay rent under their leases, in limited circumstances, we have implementedagreed to and willmay continue to consider temporaryagree 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 case-by-case basis.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 June 30, 2020, we collected 88% (94% including rent deferrals)of rent due from our tenants, comprised of 93% (98% including rent deferrals) from our office tenants and 72% (78% including rent deferrals) from our retail tenants. Rent deferrals generally require repayment in monthly installments over a period not to exceed twelve months.
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.factors that may adversely impact their ability to pay us timely or at all.

Item 1A. Risk Factors - continued
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 a $306,326,000 non-cash impairment loss on our consolidated statements of income for the three and six months ended June 30, 2020. The value of our real estate assets may continue to decline, which may result in materialadditional non-cash impairment charges in future periods.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, 2019.2019 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.

PART II. OTHER INFORMATION - CONTINUED
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Vornado Realty Trust
None.
Vornado Realty L.P.
During the quarter ended March 31,June 30, 2020, we issued 582,43163,990 Class 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 $4,934,589$368,479 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.    
10.3510.38
 —Employment agreement between Vornado Realty Trust and Glen J. Weiss dated May 25, 2018
10.36
—Employment agreement between Vornado Realty Trust and Haim Chera dated April 19, 2019
10.37
—Amended Form of Vornado Realty Trust 2020 Outperformance2019 Omnibus Share Plan Award Agreement- Incorporated by reference to Annex B 
to Vornado Realty Trust’s Proxy Statement dated April 3, 2020 (File No. 001-11954), filed on April 3, 2020*
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 —The following financial information from Vornado Realty Trust and Vornado Realty L.P. Quarterly Report 
   on Form 10-Q for the quarter ended March 31,June 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 
   the quarter ended March 31,June 30, 2020, formatted as iXBRL and contained in Exhibit 101 
     
   _________________________
*Incorporated by reference 
     
     
     


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: May 4,August 3, 2020By:/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: May 4,August 3, 2020By:/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)

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