UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)


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


			For the quarterly period ended:			~~June 30, 2021~~March 31, 2022


☐			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 York	10019
(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)~~

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

Vornado Realty Trust

5.25% Series N

VNO/PN

New York Stock Exchange

Vornado Realty Trust

4.45% Series O

VNO/PO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically 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 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 ☑

As of ~~June 30, 2021, 191,560,756~~March 31, 2022, 191,743,490 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 ~~June 30, 2021~~March 31, 2022 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%~~92.6% 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 11. Redeemable Noncontrolling Interests

•Note 12. Shareholders' Equity/Partners' Capital

•Note ~~19.~~18. Income ~~(Loss)~~ Per Share/Income ~~(Loss)~~ 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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

Consolidated Statements of Income (Unaudited) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Consolidated Statements of Comprehensive Income (Unaudited) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Consolidated Statements of Changes in Equity (Unaudited) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Consolidated Statements of Cash Flows (Unaudited) for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

1311

Financial Statements of Vornado Realty L.P.:

Consolidated Balance Sheets (Unaudited) as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

1513

Consolidated Statements of Income (Unaudited) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

1614

Consolidated Statements of Comprehensive Income (Unaudited) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

1715

Consolidated Statements of Changes in Equity (Unaudited) for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

1816

Consolidated Statements of Cash Flows (Unaudited) for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

2218

Vornado Realty Trust and Vornado Realty L.P.:

Notes to Consolidated Financial Statements (Unaudited)

2420

Reports of Independent Registered Public Accounting Firm

4640

Item 2.

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

4842

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

7659

Item 4.

Controls and Procedures

7760

PART II.

Other Information:

Unregistered Sales of Equity Securities and Use of Proceeds

7760

Item 3.

Defaults Upon Senior Securities

7760

Item 4.

Mine Safety Disclosures

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)	(Amounts in thousands, except unit, share, and per share amounts)	As of				(Amounts in thousands, except unit, share, and per share amounts)	As of
		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Real estate, at cost:	Real estate, at cost:					Real estate, at cost:
Land	Land	$	2,394,865	$	2,420,054	Land	$	2,540,193	$	2,540,193
Buildings and improvements	Buildings and improvements	7,910,088		7,933,030		Buildings and improvements	9,956,681		9,839,166
Development costs and construction in progress	Development costs and construction in progress	1,832,997		1,604,637		Development costs and construction in progress	751,555		718,694

Leasehold improvements and equipment	Leasehold improvements and equipment	133,379		130,222		Leasehold improvements and equipment	120,979		119,792
Total	Total	12,271,329		12,087,943		Total	13,369,408		13,217,845
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(3,269,196)		(3,169,446)		Less accumulated depreciation and amortization	(3,455,145)		(3,376,347)
Real estate, net	Real estate, net	9,002,133		8,918,497		Real estate, net	9,914,263		9,841,498
Right-of-use assets	Right-of-use assets	365,219		367,365		Right-of-use assets	687,642		337,197
Cash and cash equivalents	Cash and cash equivalents	2,172,195		1,624,482		Cash and cash equivalents	973,858		1,760,225
Restricted cash	Restricted cash	145,142		105,887		Restricted cash	167,397		170,126

Investments in U.S. Treasury bills						Investments in U.S. Treasury bills	645,360		—
Tenant and other receivables	Tenant and other receivables	62,294		77,658		Tenant and other receivables	83,126		79,661
Investments in partially owned entities	Investments in partially owned entities	3,355,401		3,491,107		Investments in partially owned entities	3,299,629		3,297,389
Real estate fund investments	Real estate fund investments	3,739		3,739		Real estate fund investments	13,402		7,730
220 Central Park South condominium units ready for sale	220 Central Park South condominium units ready for sale	90,498		128,215		220 Central Park South condominium units ready for sale	51,072		57,142
Receivable arising from the straight-lining of rents	Receivable arising from the straight-lining of rents	661,552		674,075		Receivable arising from the straight-lining of rents	677,627		656,318
Deferred leasing costs, net of accumulated amortization of $201,522 and $196,972		370,169		372,919
Identified intangible assets, net of accumulated amortization of $91,187 and $93,113		21,347		23,856
Deferred leasing costs, net of accumulated amortization of $216,880 and $211,775						Deferred leasing costs, net of accumulated amortization of $216,880 and $211,775	388,724		391,693
Identified intangible assets, net of accumulated amortization of $99,663 and $97,186						Identified intangible assets, net of accumulated amortization of $99,663 and $97,186	149,613		154,895
Other assets	Other assets	407,104		434,022		Other assets	440,648		512,714
		$	16,656,793	$	16,221,822		$	17,492,361	$	17,266,588
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY					LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	Mortgages payable, net	$	5,547,605	$	5,580,549	Mortgages payable, net	$	6,050,693	$	6,053,343
Senior unsecured notes, net	Senior unsecured notes, net	1,189,861		446,685		Senior unsecured notes, net	1,190,301		1,189,792
Unsecured term loan, net	Unsecured term loan, net	797,287		796,762		Unsecured term loan, net	798,075		797,812
Unsecured revolving credit facilities	Unsecured revolving credit facilities	575,000		575,000		Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	Lease liabilities	400,584		401,008		Lease liabilities	723,432		370,206

Accounts payable and accrued expenses	Accounts payable and accrued expenses	399,497		427,202		Accounts payable and accrued expenses	541,825		613,497
Deferred revenue	Deferred revenue	33,965		40,110		Deferred revenue	46,238		48,118
Deferred compensation plan	Deferred compensation plan	107,237		105,564		Deferred compensation plan	107,170		110,174
Other liabilities	Other liabilities	287,756		294,520		Other liabilities	274,496		304,725
Total liabilities	Total liabilities	9,338,792		8,667,400		Total liabilities	10,307,230		10,062,667
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Redeemable noncontrolling interests:	Redeemable noncontrolling interests:					Redeemable noncontrolling interests:
Class A units - 13,932,635 and 13,583,607 units outstanding		650,236		507,212
Series D cumulative redeemable preferred units - 141,401 units outstanding		4,535		4,535
Class A units - 14,259,103 and 14,033,438 units outstanding						Class A units - 14,259,103 and 14,033,438 units outstanding	646,223		587,440
Series D cumulative redeemable preferred units - 141,400 units outstanding						Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	Total redeemable noncontrolling partnership units	654,771		511,747		Total redeemable noncontrolling partnership units	649,758		590,975
Redeemable noncontrolling interest in a consolidated subsidiary	Redeemable noncontrolling interest in a consolidated subsidiary	94,913		94,520		Redeemable noncontrolling interest in a consolidated subsidiary	97,403		97,708
Total redeemable noncontrolling interests	Total redeemable noncontrolling interests	749,684		606,267		Total redeemable noncontrolling interests	747,161		688,683
Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Preferred shares of beneficial interest: 0 par value per share; authorized 110,000,000 shares; issued and outstanding 48,793,402 shares		1,182,291		1,182,339
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,560,756 and 191,354,679 shares		7,641		7,633
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares						Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares	1,182,459		1,182,459
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,743,490 and 191,723,608 shares						Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,743,490 and 191,723,608 shares	7,649		7,648
Additional capital	Additional capital	8,069,033		8,192,507		Additional capital	8,097,523		8,143,093
Earnings less than distributions	Earnings less than distributions	(2,925,161)		(2,774,182)		Earnings less than distributions	(3,154,549)		(3,079,320)
Accumulated other comprehensive loss		(51,437)		(75,099)
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	51,776		(17,534)
Total shareholders' equity	Total shareholders' equity	6,282,367		6,533,198		Total shareholders' equity	6,184,858		6,236,346
Noncontrolling interests in consolidated subsidiaries	Noncontrolling interests in consolidated subsidiaries	285,950		414,957		Noncontrolling interests in consolidated subsidiaries	253,112		278,892
Total equity	Total equity	6,568,317		6,948,155		Total equity	6,437,970		6,515,238
		$	16,656,793	$	16,221,822		$	17,492,361	$	17,266,588

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


(Amounts in thousands, except per share amounts)	(Amounts in thousands, except per share amounts)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands, except per share amounts)	For the Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
REVENUES:	REVENUES:									REVENUES:
Rental revenues	Rental revenues	$	339,596	$	315,194	$	678,913	$	716,468	Rental revenues	$	397,283	$	339,317
Fee and other income	Fee and other income	39,345		27,832		80,005		71,090		Fee and other income	44,847		40,660
Total revenues	Total revenues	378,941		343,026		758,918		787,558		Total revenues	442,130		379,977
EXPENSES:	EXPENSES:									EXPENSES:
Operating	Operating	(190,920)		(174,425)		(381,899)		(404,432)		Operating	(216,529)		(190,979)
Depreciation and amortization	Depreciation and amortization	(89,777)		(92,805)		(185,131)		(185,598)		Depreciation and amortization	(117,443)		(95,354)
General and administrative	General and administrative	(30,602)		(35,014)		(74,788)		(87,848)		General and administrative	(41,216)		(44,186)
(Expense) benefit from deferred compensation plan liability		(3,378)		(6,356)		(6,623)		4,889
(Transaction related costs and other) lease liability extinguishment gain		(106)		69,221		(949)		69,150
Benefit (expense) from deferred compensation plan liability										Benefit (expense) from deferred compensation plan liability	1,944		(3,245)
Transaction related costs and other										Transaction related costs and other	(1,005)		(843)
Total expenses	Total expenses	(314,783)		(239,379)		(649,390)		(603,839)		Total expenses	(374,249)		(334,607)

Income (loss) from partially owned entities		31,426		(291,873)		60,499		(272,770)
Income from partially owned entities										Income from partially owned entities	33,714		29,073
Income (loss) from real estate fund investments	Income (loss) from real estate fund investments	5,342		(28,042)		5,173		(211,505)		Income (loss) from real estate fund investments	5,674		(169)
Interest and other investment income (loss), net		1,539		(2,893)		3,061		(8,797)
Income (loss) from deferred compensation plan assets		3,378		6,356		6,623		(4,889)
Interest and other investment income, net										Interest and other investment income, net	1,018		1,522
(Loss) income from deferred compensation plan assets										(Loss) income from deferred compensation plan assets	(1,944)		3,245
Interest and debt expense	Interest and debt expense	(51,894)		(58,405)		(101,958)		(117,247)		Interest and debt expense	(52,109)		(50,064)
Net gains on disposition of wholly owned and partially owned assets										Net gains on disposition of wholly owned and partially owned assets	6,552		—
Income before income taxes										Income before income taxes	60,786		28,977
Income tax expense										Income tax expense	(7,411)		(1,984)
Net income										Net income	53,375		26,993
Less net income attributable to noncontrolling interests in:										Less net income attributable to noncontrolling interests in:
Consolidated subsidiaries										Consolidated subsidiaries	(9,374)		(6,114)
Operating Partnership										Operating Partnership	(1,994)		(329)
Net income attributable to Vornado										Net income attributable to Vornado	42,007		20,550
Preferred share dividends										Preferred share dividends	(15,529)		(16,467)

Net gains on disposition of wholly owned and partially owned assets		25,724		55,695		25,724		124,284
Income (loss) before income taxes		79,673		(215,515)		108,650		(307,205)
Income tax expense		(2,841)		(1,837)		(4,825)		(14,650)
NET INCOME attributable to common shareholders										NET INCOME attributable to common shareholders	$	26,478	$	4,083

INCOME PER COMMON SHARE - BASIC:										INCOME PER COMMON SHARE - BASIC:

Net income (loss)		76,832		(217,352)		103,825		(321,855)
Less net (income) loss attributable to noncontrolling interests in:
Consolidated subsidiaries		(8,784)		17,768		(14,898)		140,155
Operating Partnership		(3,536)		14,364		(3,865)		13,974
Net income (loss) attributable to Vornado		64,512		(185,220)		85,062		(167,726)
Preferred share dividends		(16,467)		(12,530)		(32,934)		(25,061)
Net income per common share										Net income per common share	$	0.14	$	0.02
Weighted average shares outstanding										Weighted average shares outstanding	191,724		191,418

NET INCOME (LOSS) attributable to common shareholders		$	48,045	$	(197,750)	$	52,128	$	(192,787)

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

Net income (loss) per common share		$	0.25	$	(1.03)	$	0.27	$	(1.01)
Net income per common share										Net income per common share	$	0.14	$	0.02
Weighted average shares outstanding	Weighted average shares outstanding	191,527		191,104		191,473		191,071		Weighted average shares outstanding	192,038		192,031

INCOME (LOSS) PER COMMON SHARE - DILUTED:

Net income (loss) per common share		$	0.25	$	(1.03)	$	0.27	$	(1.01)
Weighted average shares outstanding		192,380		191,104		192,207		191,071

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(Amounts in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Net income (loss) $ 76,832 $ (217,352) $ 103,825 $ (321,855)
Other comprehensive income (loss):
Increase (reduction) in value of interest rate swaps and other 8,552 78 20,193 (45,399)
Other comprehensive income of nonconsolidated subsidiaries 1,468 0 5,059 8
Comprehensive income (loss) 86,852 (217,274) 129,077 (367,246)
Less comprehensive (income) loss attributable to noncontrolling interests (13,024) 32,127 (20,353) 157,107
Comprehensive income (loss) attributable to Vornado $ 73,828 $ (185,147) $ 108,724 $ (210,139)


(Amounts in thousands)	For the Three Months Ended March 31,
	2022		2021
Net income	$	53,375	$	26,993
Other comprehensive income:
Change in fair value of interest rate swaps and other	65,239		11,641
Other comprehensive income of nonconsolidated subsidiaries	9,205		3,591


Comprehensive income	127,819		42,225
Less comprehensive income attributable to noncontrolling interests	(16,502)		(7,329)
Comprehensive income attributable to Vornado	$	111,317	$	34,896

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)														Non-controlling Interests in Consolidated Subsidiaries							(Amounts in thousands, except per share amounts)																				Non-controlling Interests in Consolidated Subsidiaries
												Accumulated Other Comprehensive (Loss) Income																									Accumulated Other Comprehensive (Loss) Income
		Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions				Non-controlling Interests in Consolidated Subsidiaries			Total Equity						Preferred Shares				Common Shares				Additional Capital			Earnings Less Than Distributions				Non-controlling Interests in Consolidated Subsidiaries		Total Equity
		Shares	Amount		Shares	Amount															Shares			Amount	Shares			Amount
For the Three Months Ended June 30, 2021
Balance as of March 31, 2021		48,793	$	1,182,311	191,465	$	7,638	$	8,080,392	$	(2,871,681)	$	(60,753)				$	415,278	$	6,753,185

Balance as of December 31, 2021																						Balance as of December 31, 2021		48,793	$	1,182,459		191,724	$	7,648		$	8,143,093		$	(3,079,320)				$	(17,534)			$	278,892			$	6,515,238

Net income attributable to Vornado	Net income attributable to Vornado	—	—		—	—		—		64,512		—			—				64,512			Net income attributable to Vornado		—	—			—	—			—			42,007			—				—				42,007
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—			8,308				8,308			Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries		—	—			—	—			—			—			—				9,679				9,679
Dividends on common shares ($0.53 per share)	Dividends on common shares ($0.53 per share)	—	—		—	—		—		(101,522)		—			—				(101,522)			Dividends on common shares ($0.53 per share)		—	—			—	—			—			(101,616)			—				—				(101,616)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(16,467)		—			—				(16,467)			Dividends on preferred shares (see Note 12 for dividends per share amounts)		—	—			—	—			—			(15,529)			—				—				(15,529)

Common shares issued:	Common shares issued:																					Common shares issued:
Upon redemption of Class A units, at redemption value	Upon redemption of Class A units, at redemption value	—	—		92	4		4,202		—		—			—				4,206			Upon redemption of Class A units, at redemption value		—	—			16	1			716			—			—				—				717
Under employees' share option plan	Under employees' share option plan	—	—		—	—		6		—		—			—				6			Under employees' share option plan		—	—			—	—			7			—			—				—				7
Under dividend reinvestment plan	Under dividend reinvestment plan	—	—		4	—		219		—		—			—				219			Under dividend reinvestment plan		—	—			5	—			212			—			—				—				212
Contributions	Contributions	—	—		—	—		—		—		—			1,547				1,547			Contributions		—	—			—	—			—			—			—				481				481

Distributions	Distributions	—	—		—	—		—		—		—			(139,180)				(139,180)			Distributions		—	—			—	—			—			—			—				(35,961)				(35,961)

Deferred compensation shares and options	Deferred compensation shares and options	—	—		—	—		225		—		—			—				225			Deferred compensation shares and options		—	—			(2)	—			146			(85)			—				—				61

Other comprehensive income of nonconsolidated subsidiaries	Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		1,468			—				1,468			Other comprehensive income of nonconsolidated subsidiaries		—	—			—	—			—			—			9,205				—				9,205
Increase in value of interest rate swaps		—	—		—	—		—		—		8,551			—				8,551
Change in fair value of interest rate swaps and other																						Change in fair value of interest rate swaps and other		—	—			—	—			—			—			65,239				—				65,239

Redeemable Class A unit measurement adjustment	Redeemable Class A unit measurement adjustment	—	—		—	—		(16,012)		—		—			—				(16,012)			Redeemable Class A unit measurement adjustment		—	—			—	—			(46,651)			—			—				—				(46,651)

Redeemable noncontrolling interests' share of above adjustments	Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—		(704)			—				(704)			Redeemable noncontrolling interests' share of above adjustments		—	—			—	—			—			—			(5,134)				—				(5,134)

Other	Other	—	(20)		—	(1)		1		(3)		1			(3)				(25)			Other		—	—			—	—			—			(6)			—				21				15
Balance as of June 30, 2021		48,793	$	1,182,291	191,561	$	7,641	$	8,069,033	$	(2,925,161)	$	(51,437)		$	285,950			$	6,568,317
Balance as of March 31, 2022																						Balance as of March 31, 2022		48,793	$	1,182,459		191,743	$	7,649		$	8,097,523		$	(3,154,549)		$	51,776			$	253,112			$	6,437,970

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) Non-controlling Interests in Consolidated Subsidiaries
Accumulated
Other
Comprehensive
(Loss) Income
Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total Equity
Shares Amount Shares Amount
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)
— — — — — (126,141) — — (126,141)
Dividends on preferred shares (see Note 12 for dividends per share amounts) — — — — — (12,530) — — (12,530)
Common shares issued:
Upon redemption of Class A units, at redemption value — — 22 1 823 — — — 824
Under dividend reinvestment plan — — 10 — 368 — — — 368
Contributions — — — — — — — 1,082 1,082
Distributions — — — — — — — (5,295) (5,295)
Conversion of Series A preferred shares to common shares (2) (47) 4 — 47 — — — 0
Deferred compensation shares and options — — — — 304 — — — 304
Increase in value of interest rate swaps — — — — — — 78 — 78
Redeemable Class A unit measurement adjusment — — — — (18,291) — — — (18,291)
Redeemable noncontrolling interests' share of above adjustments — — — — — — (5) — (5)
Other — — (1) — — 3 — (1,576) (1,573)
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


(Amounts in thousands, except per share amounts)													Non-controlling Interests in Consolidated Subsidiaries
											Accumulated Other Comprehensive Loss
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount

Balance as of December 31, 2020	48,793	$	1,182,339	191,355	$	7,633	$	8,192,507	$	(2,774,182)	$	(75,099)	$	414,957	$	6,948,155

Net income attributable to Vornado	—	—		—	—		—		20,550		—		—		20,550
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		6,197		6,197
Dividends on common shares ($0.53 per share)	—	—		—	—		—		(101,467)		—		—		(101,467)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(16,467)		—		—		(16,467)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		107	4		4,099		—		—		—		4,103
Under employees' share option plan	—	—		—	—		4		—		—		—		4
Under dividend reinvestment plan	—	—		6	—		211		—		—		—		211



Distributions	—	—		—	—		—		—		—		(5,877)		(5,877)

Deferred compensation shares and options	—	—		(3)	—		224		(114)		—		—		110

Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		3,591		—		3,591
Change in fair value of interest rate swaps	—	—		—	—		—		—		11,642		—		11,642
Unearned 2018 Out-Performance Plan awards acceleration	—	—		—	—		10,283		—		—		—		10,283

Redeemable Class A unit measurement adjustment	—	—		—	—		(126,936)		—		—		—		(126,936)
Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—		(886)		—		(886)

Other	—	(28)		—	1		—		(1)		(1)		1		(28)
Balance as of March 31, 2021	48,793	$	1,182,311	191,465	$	7,638	$	8,080,392	$	(2,871,681)	$	(60,753)	$	415,278	$	6,753,185

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) Non-controlling Interests in Consolidated Subsidiaries
Accumulated
Other
Comprehensive
(Loss) Income
Preferred Shares Common Shares Additional Capital Earnings Less Than Distributions Total Equity
Shares Amount Shares Amount
For the Six Months Ended
June 30, 2021
Balance as of December 31, 2020 48,793 $ 1,182,339 191,355 $ 7,633 $ 8,192,507 $ (2,774,182) $ (75,099) $ 414,957 $ 6,948,155
Net income attributable to Vornado — — — — — 85,062 — — 85,062
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries
— — — — — — — 14,505 14,505
Dividends on common shares
($1.06 per share)
— — — — — (202,989) — — (202,989)
Dividends on preferred shares (see Note 12 for dividends per share amounts) — — — — — (32,934) — — (32,934)
Common shares issued:
Upon redemption of Class A units, at redemption value — — 199 8 8,301 — — — 8,309
Under employees' share option plan — — 0 — 10 — — — 10
Under dividend reinvestment plan — — 10 — 430 — — — 430
Contributions — — — — — — — 1,547 1,547
Distributions — — — — — — — (145,057) (145,057)
Deferred compensation shares and options — — (3) — 449 (114) — — 335
Other comprehensive income of nonconsolidated subsidiaries — — — — — — 5,059 — 5,059
Increase in value of interest rate swaps — — — — — — 20,193 — 20,193
Unearned 2018 Out-Performance Plan awards acceleration — — �� — 10,283 — — — 10,283
Redeemable Class A unit measurement adjustment — — — — (142,948) — — — (142,948)
Redeemable noncontrolling interests' share of above adjustments — — — — — — (1,590) — (1,590)
Other — (48) — — 1 (4) — (2) (53)
Balance as of June 30, 2021 48,793 $ 1,182,291 191,561 $ 7,641 $ 8,069,033 $ (2,925,161) $ (51,437) $ 285,950 $ 6,568,317

~~See notes to consolidated financial statements (unaudited).~~

~~VORNADO REALTY TRUST~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED~~

~~(UNAUDITED)~~

(Amounts in thousands, except per share amounts) Non-controlling Interests in Consolidated Subsidiaries
Accumulated
Other
Comprehensive
(Loss) Income
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 — — — — — (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 12 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 — — — 0
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
Redeemable Class A unit measurement adjustment — — — — 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).~~

1210

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(Amounts in thousands)	(Amounts in thousands)	For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income (loss)		$	103,825	$	(321,855)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income						Net income	$	53,375	$	26,993
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	Depreciation and amortization (including amortization of deferred financing costs)	194,225		193,920		Depreciation and amortization (including amortization of deferred financing costs)	122,271		100,034
Distributions of income from partially owned entities	Distributions of income from partially owned entities	109,089		79,436		Distributions of income from partially owned entities	37,778		61,157
Equity in net (income) loss of partially owned entities		(60,499)		272,770
Equity in net income of partially owned entities						Equity in net income of partially owned entities	(33,714)		(29,073)
Straight-lining of rents						Straight-lining of rents	(21,335)		5,073
Stock-based compensation expense	Stock-based compensation expense	27,379		33,468		Stock-based compensation expense	13,155		21,225
Net gains on disposition of wholly owned and partially owned assets	Net gains on disposition of wholly owned and partially owned assets	(25,724)		(124,284)		Net gains on disposition of wholly owned and partially owned assets	(6,552)		—
Straight-lining of rents		9,835		15,856
Net unrealized (income) loss on real estate fund investments						Net unrealized (income) loss on real estate fund investments	(5,672)		494
Amortization of below-market leases, net	Amortization of below-market leases, net	(5,717)		(9,406)		Amortization of below-market leases, net	(917)		(3,166)
Write-off of lease receivables deemed uncollectible	Write-off of lease receivables deemed uncollectible	5,239		38,631		Write-off of lease receivables deemed uncollectible	—		3,670
Net unrealized loss on real estate fund investments		789		211,196
Gain on extinguishment of 608 Fifth Avenue lease liability		0		(70,260)
Credit losses on loans receivable		0		13,369
Decrease in fair value of marketable securities		0		4,938
Other non-cash adjustments	Other non-cash adjustments	4,225		4,370		Other non-cash adjustments	5,208		1,348
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Real estate fund investments	Real estate fund investments	(789)		(6,000)		Real estate fund investments	—		(494)
Tenant and other receivables	Tenant and other receivables	10,477		(28,864)		Tenant and other receivables	(3,499)		(1,077)
Prepaid assets	Prepaid assets	127,958		3,078		Prepaid assets	29,451		48,599
Other assets	Other assets	(26,262)		(12,480)		Other assets	(9,807)		(20,693)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	2,243		(26,611)		Accounts payable and accrued expenses	(7,421)		9,842
Other liabilities	Other liabilities	(3,584)		(3,557)		Other liabilities	(1,307)		253
Net cash provided by operating activities	Net cash provided by operating activities	472,709		267,715		Net cash provided by operating activities	171,014		224,185

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills						Purchase of U.S. Treasury bills	(645,920)		—
Development costs and construction in progress	Development costs and construction in progress	(269,376)		(319,294)		Development costs and construction in progress	(209,738)		(130,318)
Proceeds from sales of real estate						Proceeds from sales of real estate	81,399		—
Additions to real estate						Additions to real estate	(30,900)		(27,410)
Proceeds from sale of a condominium unit at 220 Central Park South						Proceeds from sale of a condominium unit at 220 Central Park South	15,095		—
Investments in partially owned entities						Investments in partially owned entities	(4,571)		(4,816)
Distributions of capital from partially owned entities	Distributions of capital from partially owned entities	106,005		1,090		Distributions of capital from partially owned entities	—		106,005
Additions to real estate		(90,138)		(85,252)
Proceeds from sale of condominium units at 220 Central Park South		72,216		437,188
Investments in partially owned entities		(6,357)		(3,157)
Proceeds from sales of real estate		3,521		0
Proceeds from repayments of loans receivable		675		0
Moynihan Train Hall expenditures		0		(183,007)
Proceeds from sales of marketable securities		0		28,375
Net cash used in investing activities	Net cash used in investing activities	(183,454)		(124,057)		Net cash used in investing activities	(794,635)		(56,539)

See notes to consolidated financial statements (unaudited).

1311

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(UNAUDITED)


(Amounts in thousands)	(Amounts in thousands)	For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from borrowings		$	2,298,007	$	554,297
Repayments of borrowings		(1,573,443)		(11,347)
Dividends paid on common shares	Dividends paid on common shares	(202,989)		(624,627)		Dividends paid on common shares	$	(101,616)	$	(101,467)
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(159,926)		(54,440)		Distributions to noncontrolling interests	(43,545)		(13,338)
Dividends paid on preferred shares	Dividends paid on preferred shares	(32,934)		(37,593)		Dividends paid on preferred shares	(15,529)		(16,467)
Debt issuance costs		(32,875)		(143)
Repayments of borrowings						Repayments of borrowings	(5,400)		(358,331)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	1,547		98,268		Contributions from noncontrolling interests	481		—
Proceeds received from exercise of employee share options and other	Proceeds received from exercise of employee share options and other	440		5,267		Proceeds received from exercise of employee share options and other	219		215
Repurchase of shares related to stock compensation agreements and related tax withholdings and other	Repurchase of shares related to stock compensation agreements and related tax withholdings and other	(114)		(137)		Repurchase of shares related to stock compensation agreements and related tax withholdings and other	(85)		(113)
Moynihan Train Hall reimbursement from Empire State Development		0		183,007
Net cash provided by financing activities		297,713		112,552
Net increase in cash and cash equivalents and restricted cash		586,968		256,210
Proceeds from borrowings						Proceeds from borrowings	—		350,000
Debt issuance costs						Debt issuance costs	—		(2,904)
Net cash used in financing activities						Net cash used in financing activities	(165,475)		(142,405)
Net (decrease) increase in cash and cash equivalents and restricted cash						Net (decrease) increase in cash and cash equivalents and restricted cash	(789,096)		25,241
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	1,730,369		1,607,131		Cash and cash equivalents and restricted cash at beginning of period	1,930,351		1,730,369
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	2,317,337	$	1,863,341	Cash and cash equivalents and restricted cash at end of period	$	1,141,255	$	1,755,610

Reconciliation of Cash and Cash Equivalents and Restricted Cash:	Reconciliation of Cash and Cash Equivalents and Restricted Cash:					Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	$	1,624,482	$	1,515,012	Cash and cash equivalents at beginning of period	$	1,760,225	$	1,624,482
Restricted cash at beginning of period	Restricted cash at beginning of period	105,887		92,119		Restricted cash at beginning of period	170,126		105,887
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	$	1,730,369	$	1,607,131	Cash and cash equivalents and restricted cash at beginning of period	$	1,930,351	$	1,730,369

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	2,172,195	$	1,768,459	Cash and cash equivalents at end of period	$	973,858	$	1,636,093
Restricted cash at end of period	Restricted cash at end of period	145,142		94,882		Restricted cash at end of period	167,397		119,517
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	2,317,337	$	1,863,341	Cash and cash equivalents and restricted cash at end of period	$	1,141,255	$	1,755,610

Supplemental Disclosure of Cash Flow Information:	Supplemental Disclosure of Cash Flow Information:					Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $21,046 and $21,255		$	93,376	$	107,069
Cash payments for interest, excluding capitalized interest of $3,520 and $10,267						Cash payments for interest, excluding capitalized interest of $3,520 and $10,267	$	46,868	$	50,394
Cash payments for income taxes	Cash payments for income taxes	$	6,797	$	9,276	Cash payments for income taxes	$	2,159	$	4,002

Non-Cash Investing and Financing Activities:	Non-Cash Investing and Financing Activities:					Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset						Additional estimated lease liability arising from the recognition of right-of-use asset	$	350,000	$	—
Accrued capital expenditures included in accounts payable and accrued expenses						Accrued capital expenditures included in accounts payable and accrued expenses	86,667		68,986
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other						Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other	65,239		11,641
Redeemable Class A unit measurement adjustment	Redeemable Class A unit measurement adjustment	$	(142,948)	$	248,879	Redeemable Class A unit measurement adjustment	(46,651)		(126,936)
Reclassification of assets held for sale (included in "other assets")		79,210		0
Accrued capital expenditures included in accounts payable and accrued expenses		80,649		89,036
Write-off of fully depreciated assets	Write-off of fully depreciated assets	(48,190)		(66,931)		Write-off of fully depreciated assets	(23,735)		(30,782)
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	9,227		240,707		Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	3,024		2,739

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(Amounts in thousands, except unit amounts)	As of
	March 31, 2022		December 31, 2021
ASSETS
Real estate, at cost:
Land	$	2,540,193	$	2,540,193
Buildings and improvements	9,956,681		9,839,166
Development costs and construction in progress	751,555		718,694
Leasehold improvements and equipment	120,979		119,792
Total	13,369,408		13,217,845
Less accumulated depreciation and amortization	(3,455,145)		(3,376,347)
Real estate, net	9,914,263		9,841,498
Right-of-use assets	687,642		337,197
Cash and cash equivalents	973,858		1,760,225
Restricted cash	167,397		170,126
Investments in U.S. Treasury bills	645,360		—
Tenant and other receivables	83,126		79,661
Investments in partially owned entities	3,299,629		3,297,389
Real estate fund investments	13,402		7,730
220 Central Park South condominium units ready for sale	51,072		57,142
Receivable arising from the straight-lining of rents	677,627		656,318
Deferred leasing costs, net of accumulated amortization of $216,880 and $211,775	388,724		391,693
Identified intangible assets, net of accumulated amortization of $99,663 and $97,186	149,613		154,895
Other assets	440,648		512,714
	$	17,492,361	$	17,266,588
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	6,050,693	$	6,053,343
Senior unsecured notes, net	1,190,301		1,189,792
Unsecured term loan, net	798,075		797,812
Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	723,432		370,206
Accounts payable and accrued expenses	541,825		613,497
Deferred revenue	46,238		48,118
Deferred compensation plan	107,170		110,174
Other liabilities	274,496		304,725
Total liabilities	10,307,230		10,062,667
Commitments and contingencies
Redeemable noncontrolling interests:	0		0
Class A units - 14,259,103 and 14,033,438 units outstanding	646,223		587,440
Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	649,758		590,975
Redeemable noncontrolling interest in a consolidated subsidiary	97,403		97,708
Total redeemable noncontrolling interests	747,161		688,683
Partners' equity:
Partners' capital	9,287,631		9,333,200
Earnings less than distributions	(3,154,549)		(3,079,320)
Accumulated other comprehensive income (loss)	51,776		(17,534)
Total partners' equity	6,184,858		6,236,346
Noncontrolling interests in consolidated subsidiaries	253,112		278,892
Total equity	6,437,970		6,515,238
	$	17,492,361	$	17,266,588

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,
	2022		2021
REVENUES:
Rental revenues	$	397,283	$	339,317
Fee and other income	44,847		40,660
Total revenues	442,130		379,977
EXPENSES:
Operating	(216,529)		(190,979)
Depreciation and amortization	(117,443)		(95,354)
General and administrative	(41,216)		(44,186)
Benefit (expense) from deferred compensation plan liability	1,944		(3,245)
Transaction related costs and other	(1,005)		(843)
Total expenses	(374,249)		(334,607)

Income from partially owned entities	33,714		29,073
Income (loss) from real estate fund investments	5,674		(169)
Interest and other investment income, net	1,018		1,522
(Loss) income from deferred compensation plan assets	(1,944)		3,245
Interest and debt expense	(52,109)		(50,064)
Net gains on disposition of wholly owned and partially owned assets	6,552		—
Income before income taxes	60,786		28,977
Income tax expense	(7,411)		(1,984)
Net income	53,375		26,993
Less net income attributable to noncontrolling interests in consolidated subsidiaries	(9,374)		(6,114)
Net income attributable to Vornado Realty L.P.	44,001		20,879
Preferred unit distributions	(15,558)		(16,508)

NET INCOME attributable to Class A unitholders	$	28,443	$	4,371

INCOME PER CLASS A UNIT - BASIC:


Net income per Class A unit	$	0.14	$	0.02
Weighted average units outstanding	205,141		204,072

INCOME PER CLASS A UNIT - DILUTED:


Net income per Class A unit	$	0.14	$	0.02
Weighted average units outstanding	205,896		204,901

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


(Amounts in thousands)	For the Three Months Ended March 31,
	2022		2021
Net income	$	53,375	$	26,993
Other comprehensive income:
Change in fair value of interest rate swaps and other	65,239		11,641
Other comprehensive income of nonconsolidated subsidiaries	9,205		3,591


Comprehensive income	127,819		42,225
Less comprehensive income attributable to noncontrolling interests in consolidated subsidiaries	(9,374)		(6,114)
Comprehensive income attributable to Vornado Realty L.P.	$	118,445	$	36,111

(Amounts in thousands, except unit amounts) As of
June 30, 2021 December 31, 2020
ASSETS
Real estate, at cost:
Land $ 2,394,865 $ 2,420,054
Buildings and improvements 7,910,088 7,933,030
Development costs and construction in progress 1,832,997 1,604,637
Leasehold improvements and equipment 133,379 130,222
Total 12,271,329 12,087,943
Less accumulated depreciation and amortization (3,269,196) (3,169,446)
Real estate, net 9,002,133 8,918,497
Right-of-use assets 365,219 367,365
Cash and cash equivalents 2,172,195 1,624,482
Restricted cash 145,142 105,887
Tenant and other receivables 62,294 77,658
Investments in partially owned entities 3,355,401 3,491,107
Real estate fund investments 3,739 3,739
220 Central Park South condominium units ready for sale 90,498 128,215
Receivable arising from the straight-lining of rents 661,552 674,075
Deferred leasing costs, net of accumulated amortization of $201,522 and $196,972 370,169 372,919
Identified intangible assets, net of accumulated amortization of $91,187 and $93,113 21,347 23,856
Other assets 407,104 434,022
$ 16,656,793 $ 16,221,822
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net $ 5,547,605 $ 5,580,549
Senior unsecured notes, net 1,189,861 446,685
Unsecured term loan, net 797,287 796,762
Unsecured revolving credit facilities 575,000 575,000
Lease liabilities 400,584 401,008
Accounts payable and accrued expenses 399,497 427,202
Deferred revenue 33,965 40,110
Deferred compensation plan 107,237 105,564
Other liabilities 287,756 294,520
Total liabilities 9,338,792 8,667,400
Commitments and contingencies 0 0
Redeemable noncontrolling interests:
Class A units - 13,932,635 and 13,583,607 units outstanding 650,236 507,212
Series D cumulative redeemable preferred units - 141,401 units outstanding 4,535 4,535
Total redeemable noncontrolling partnership units 654,771 511,747
Redeemable noncontrolling interest in a consolidated subsidiary 94,913 94,520
Total redeemable noncontrolling interests 749,684 606,267
Partners' equity:
Partners' capital 9,258,965 9,382,479
Earnings less than distributions (2,925,161) (2,774,182)
Accumulated other comprehensive loss (51,437) (75,099)
Total partners' equity 6,282,367 6,533,198
Noncontrolling interests in consolidated subsidiaries 285,950 414,957
Total equity 6,568,317 6,948,155
$ 16,656,793 $ 16,221,822

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF ~~INCOME~~CHANGES IN EQUITY

(UNAUDITED)

(Amounts in thousands, except per unit amounts) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
REVENUES:
Rental revenues $ 339,596 $ 315,194 $ 678,913 $ 716,468
Fee and other income 39,345 27,832 80,005 71,090
Total revenues 378,941 343,026 758,918 787,558
EXPENSES:
Operating (190,920) (174,425) (381,899) (404,432)
Depreciation and amortization (89,777) (92,805) (185,131) (185,598)
General and administrative (30,602) (35,014) (74,788) (87,848)
(Expense) benefit from deferred compensation plan liability (3,378) (6,356) (6,623) 4,889
(Transaction related costs and other) lease liability extinguishment gain (106) 69,221 (949) 69,150
Total expenses (314,783) (239,379) (649,390) (603,839)
Income (loss) from partially owned entities 31,426 (291,873) 60,499 (272,770)
Income (loss) from real estate fund investments 5,342 (28,042) 5,173 (211,505)
Interest and other investment income (loss), net 1,539 (2,893) 3,061 (8,797)
Income (loss) from deferred compensation plan assets 3,378 6,356 6,623 (4,889)
Interest and debt expense (51,894) (58,405) (101,958) (117,247)
Net gains on disposition of wholly owned and partially owned assets 25,724 55,695 25,724 124,284
Income (loss) before income taxes 79,673 (215,515) 108,650 (307,205)
Income tax expense (2,841) (1,837) (4,825) (14,650)
Net income (loss) 76,832 (217,352) 103,825 (321,855)
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries (8,784) 17,768 (14,898) 140,155
Net income (loss) attributable to Vornado Realty L.P. 68,048 (199,584) 88,927 (181,700)
Preferred unit distributions (16,508) (12,571) (33,016) (25,143)
NET INCOME (LOSS) attributable to Class A unitholders $ 51,540 $ (212,155) $ 55,911 $ (206,843)
INCOME (LOSS) PER CLASS A UNIT - BASIC:
Net income (loss) per Class A unit $ 0.25 $ (1.05) $ 0.27 $ (1.05)
Weighted average units outstanding 204,621 203,512 204,560 203,441
INCOME (LOSS) PER CLASS A UNIT - DILUTED:
Net income (loss) per Class A unit $ 0.25 $ (1.05) $ 0.27 $ (1.05)
Weighted average units outstanding 205,814 203,512 205,572 203,441


(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

Balance as of December 31, 2021	48,793	$	1,182,459	191,724	$	8,150,741	$	(3,079,320)	$	(17,534)	$	278,892	$	6,515,238
Net income attributable to Vornado Realty L.P.	—	—		—	—		44,001		—		—		44,001
Net income attributable to redeemable partnership units	—	—		—	—		(1,994)		—		—		(1,994)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		9,679		9,679
Distributions to Vornado ($0.53 per unit)	—	—		—	—		(101,616)		—		—		(101,616)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)	—	—		—	—		(15,529)		—		—		(15,529)

Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		16	717		—		—		—		717
Under Vornado's employees' share option plan	—	—		—	7		—		—		—		7
Under Vornado's dividend reinvestment plan	—	—		5	212		—		—		—		212
Contributions	—	—		—	—		—		—		481		481


Distributions	—	—		—	—		—		—		(35,961)		(35,961)

Deferred compensation units and options	—	—		(2)	146		(85)		—		—		61


Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		9,205		—		9,205
Change in fair value of interest rate swaps and other	—	—		—	—		—		65,239		—		65,239

Redeemable Class A unit measurement adjustment	—	—		—	(46,651)		—		—		—		(46,651)

Redeemable partnership units' share of above adjustments	—	—		—	—		—		(5,134)		—		(5,134)
Other	—	—		—	—		(6)		—		21		15
Balance as of March 31, 2022	48,793	$	1,182,459	191,743	$	8,105,172	$	(3,154,549)	$	51,776	$	253,112	$	6,437,970

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~CHANGES IN EQUITY - CONTINUED

(UNAUDITED)

(Amounts in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Net income (loss) $ 76,832 $ (217,352) $ 103,825 $ (321,855)
Other comprehensive income (loss):
Increase (reduction) in value of interest rate swaps and other 8,552 78 20,193 (45,399)
Other comprehensive income of nonconsolidated subsidiaries 1,468 0 5,059 8
Comprehensive income (loss) 86,852 (217,274) 129,077 (367,246)
Less comprehensive (income) loss attributable to noncontrolling interests in consolidated subsidiaries (8,784) 17,768 (14,898) 140,155
Comprehensive income (loss) attributable to Vornado Realty L.P. $ 78,068 $ (199,506) $ 114,179 $ (227,091)


(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
	Units	Amount		Units	Amount

Balance as of December 31, 2020	48,793	$	1,182,339	191,355	$	8,200,140	$	(2,774,182)	$	(75,099)	$	414,957	$	6,948,155
Net income attributable to Vornado Realty L.P.	—	—		—	—		20,879		—		—		20,879
Net income attributable to redeemable partnership units	—	—		—	—		(329)		—		—		(329)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		6,197		6,197
Distributions to Vornado ($0.53 per unit)	—	—		—	—		(101,467)		—		—		(101,467)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)	—	—		—	—		(16,467)		—		—		(16,467)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		107	4,103		—		—		—		4,103
Under Vornado's employees' share option plan	—	—		—	4		—		—		—		4
Under Vornado's dividend reinvestment plan	—	—		6	211		—		—		—		211



Distributions	—	—		—	—		—		—		(5,877)		(5,877)

Deferred compensation units and options	—	—		(3)	224		(114)		—		—		110

Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		3,591		—		3,591
Change in fair value of interest rate swaps	—	—		—	—		—		11,642		—		11,642
Unearned 2018 Out-Performance Plan awards acceleration	—	—		—	10,283		—		—		—		10,283
Redeemable Class A unit measurement adjustment	—	—		—	(126,936)		—		—		—		(126,936)
Redeemable partnership units' share of above adjustments	—	—		—	—		—		(886)		—		(886)
Other	—	(28)		—	1		(1)		(1)		1		(28)
Balance as of March 31, 2021	48,793	$	1,182,311	191,465	$	8,088,030	$	(2,871,681)	$	(60,753)	$	415,278	$	6,753,185

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) 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 Three Months Ended
June 30, 2021
Balance as of March 31, 2021 48,793 $ 1,182,311 191,465 $ 8,088,030 $ (2,871,681) $ (60,753) $ 415,278 $ 6,753,185
Net income attributable to Vornado Realty L.P. — — — — 68,048 — — 68,048
Net income attributable to redeemable partnership units — — — — (3,536) — — (3,536)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries — — — — — — 8,308 8,308
Distributions to Vornado
($0.53 per unit)
— — — — (101,522) — — (101,522)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts) — — — — (16,467) — — (16,467)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value — — 92 4,206 — — — 4,206
Under Vornado's employees' share option plan — — — 6 — — — 6
Under Vornado's dividend reinvestment plan — — 4 219 — — — 219
Contributions — — — — — — 1,547 1,547
Distributions — — — — — — (139,180) (139,180)
Deferred compensation units and options — — — 225 — — — 225
Other comprehensive income of nonconsolidated subsidiaries — — — — — 1,468 — 1,468
Increase in value of interest rate swaps — — — — — 8,551 — 8,551
Redeemable Class A unit measurement adjustment — — — (16,012) — — — (16,012)
Redeemable partnership units' share of above adjustments — — — — — (704) — (704)
Other — (20) — — (3) 1 (3) (25)
Balance as of June 30, 2021 48,793 $ 1,182,291 191,561 $ 8,076,674 $ (2,925,161) $ (51,437) $ 285,950 $ 6,568,317

~~See notes to consolidated financial statements (unaudited).~~

~~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 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)
— — — — (126,141) — — (126,141)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts) — — — — (12,530) — — (12,530)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value — — 22 824 — — — 824
Under Vornado's dividend reinvestment plan — — 10 368 — — — 368
Contributions — — — — — — 1,082 1,082
Distributions — — — — — — (5,295) (5,295)
Conversion of Series A preferred units to Class A units (2) (47) 4 47 — — — 0
Deferred compensation units and options — — — 304 — — — 304
Increase in value of interest rate swaps — — — — — 78 — 78
Redeemable Class A unit measurement adjustment — — — (18,291) — — — (18,291)
Redeemable partnership units' share of above adjustments — — — — — (5) — (5)
Other — — (1) — 3 — (1,576) (1,573)
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) Earnings
Less Than
Distributions Accumulated
Other
Comprehensive
(Loss) Income Non-controlling Interests in Consolidated Subsidiaries
Preferred Units Class A Units
Owned by Vornado Total Equity
Units Amount Units Amount
For the Six Months Ended
June 30, 2021
Balance as of December 31, 2020 48,793 $ 1,182,339 191,355 $ 8,200,140 $ (2,774,182) $ (75,099) $ 414,957 $ 6,948,155
Net income attributable to Vornado Realty L.P. — — — — 88,927 — — 88,927
Net income attributable to redeemable partnership units — — — — (3,865) — — (3,865)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries — — — — — — 14,505 14,505
Distributions to Vornado
($1.06 per unit)
— — — — (202,989) — — (202,989)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts) — — — — (32,934) — — (32,934)
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value — — 199 8,309 — — — 8,309
Under Vornado's employees' share option plan — — — 10 — — — 10
Under Vornado's dividend reinvestment plan — — 10 430 — — — 430
Contributions 1,547 1,547
Distributions — — — — — — (145,057) (145,057)
Deferred compensation units and options — — (3) 449 (114) — — 335
Other comprehensive income of nonconsolidated subsidiaries — — — — — 5,059 — 5,059
Increase in value of interest rate swaps — — — — — 20,193 — 20,193
Unearned 2018 Out-Performance Plan awards acceleration — — — 10,283 — — — 10,283
Redeemable Class A unit measurement adjustment — — — (142,948) — — — (142,948)
Redeemable partnership units' share of above adjustments — — — — — (1,590) — (1,590)
Other — (48) — 1 (4) — (2) (53)
Balance as of June 30, 2021 48,793 $ 1,182,291 191,561 $ 8,076,674 $ (2,925,161) $ (51,437) $ 285,950 $ 6,568,317

~~See notes to consolidated financial statements (unaudited).~~

~~VORNADO REALTY L.P.~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED~~

~~(UNAUDITED)~~

(Amounts in thousands, except per unit amounts) Earnings
Less Than
Distributions Accumulated
Other
Comprehensive
(Loss) Income Non-controlling Interests in Consolidated Subsidiaries
Preferred Units Class A Units
Owned by Vornado 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 — — — — (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 12 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 — — — 0
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
Redeemable Class A unit measurement adjustment — — — 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~~ CASH FLOWS

(UNAUDITED)


(Amounts in thousands)	(Amounts in thousands)	For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income (loss)		$	103,825	$	(321,855)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income						Net income	$	53,375	$	26,993
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	Depreciation and amortization (including amortization of deferred financing costs)	194,225		193,920		Depreciation and amortization (including amortization of deferred financing costs)	122,271		100,034
Distributions of income from partially owned entities	Distributions of income from partially owned entities	109,089		79,436		Distributions of income from partially owned entities	37,778		61,157
Equity in net (income) loss of partially owned entities		(60,499)		272,770
Equity in net income of partially owned entities						Equity in net income of partially owned entities	(33,714)		(29,073)
Straight-lining of rents						Straight-lining of rents	(21,335)		5,073
Stock-based compensation expense	Stock-based compensation expense	27,379		33,468		Stock-based compensation expense	13,155		21,225
Net gains on disposition of wholly owned and partially owned assets	Net gains on disposition of wholly owned and partially owned assets	(25,724)		(124,284)		Net gains on disposition of wholly owned and partially owned assets	(6,552)		—
Straight-lining of rents		9,835		15,856
Net unrealized (income) loss on real estate fund investments						Net unrealized (income) loss on real estate fund investments	(5,672)		494
Amortization of below-market leases, net	Amortization of below-market leases, net	(5,717)		(9,406)		Amortization of below-market leases, net	(917)		(3,166)
Write-off of lease receivables deemed uncollectible	Write-off of lease receivables deemed uncollectible	5,239		38,631		Write-off of lease receivables deemed uncollectible	—		3,670
Net unrealized loss on real estate fund investments		789		211,196
Gain on extinguishment of 608 Fifth Avenue lease liability		0		(70,260)
Credit losses on loans receivable		0		13,369
Decrease in fair value of marketable securities		0		4,938
Other non-cash adjustments	Other non-cash adjustments	4,225		4,370		Other non-cash adjustments	5,208		1,348
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Real estate fund investments	Real estate fund investments	(789)		(6,000)		Real estate fund investments	—		(494)
Tenant and other receivables	Tenant and other receivables	10,477		(28,864)		Tenant and other receivables	(3,499)		(1,077)
Prepaid assets	Prepaid assets	127,958		3,078		Prepaid assets	29,451		48,599
Other assets	Other assets	(26,262)		(12,480)		Other assets	(9,807)		(20,693)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	2,243		(26,611)		Accounts payable and accrued expenses	(7,421)		9,842
Other liabilities	Other liabilities	(3,584)		(3,557)		Other liabilities	(1,307)		253
Net cash provided by operating activities	Net cash provided by operating activities	472,709		267,715		Net cash provided by operating activities	171,014		224,185

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills						Purchase of U.S. Treasury bills	(645,920)		—
Development costs and construction in progress	Development costs and construction in progress	(269,376)		(319,294)		Development costs and construction in progress	(209,738)		(130,318)
Proceeds from sales of real estate						Proceeds from sales of real estate	81,399		—
Additions to real estate						Additions to real estate	(30,900)		(27,410)
Proceeds from sale of a condominium unit at 220 Central Park South						Proceeds from sale of a condominium unit at 220 Central Park South	15,095		—
Investments in partially owned entities						Investments in partially owned entities	(4,571)		(4,816)
Distributions of capital from partially owned entities	Distributions of capital from partially owned entities	106,005		1,090		Distributions of capital from partially owned entities	—		106,005
Additions to real estate		(90,138)		(85,252)
Proceeds from sale of condominium units at 220 Central Park South		72,216		437,188
Investments in partially owned entities		(6,357)		(3,157)
Proceeds from sales of real estate		3,521		0
Proceeds from repayments of loans receivable		675		0
Moynihan Train Hall expenditures		0		(183,007)
Proceeds from sales of marketable securities		0		28,375
Net cash used in investing activities	Net cash used in investing activities	(183,454)		(124,057)		Net cash used in investing activities	(794,635)		(56,539)

See notes to consolidated financial statements (unaudited).

2218

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(UNAUDITED)


(Amounts in thousands)	(Amounts in thousands)	For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Proceeds from borrowings		$	2,298,007	$	554,297
Repayments of borrowings		(1,573,443)		(11,347)
Distributions to Vornado	Distributions to Vornado	(202,989)		(624,627)		Distributions to Vornado	$	(101,616)	$	(101,467)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(159,926)		(54,440)		Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(43,545)		(13,338)
Distributions to preferred unitholders	Distributions to preferred unitholders	(32,934)		(37,593)		Distributions to preferred unitholders	(15,529)		(16,467)
Debt issuance costs		(32,875)		(143)
Repayments of borrowings						Repayments of borrowings	(5,400)		(358,331)
Contributions from noncontrolling interests in consolidated subsidiaries	Contributions from noncontrolling interests in consolidated subsidiaries	1,547		98,268		Contributions from noncontrolling interests in consolidated subsidiaries	481		—
Proceeds received from exercise of Vornado stock options and other	Proceeds received from exercise of Vornado stock options and other	440		5,267		Proceeds received from exercise of Vornado stock options and other	219		215
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other	Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other	(114)		(137)		Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other	(85)		(113)
Moynihan Train Hall reimbursement from Empire State Development		0		183,007
Net cash provided by financing activities		297,713		112,552
Net increase in cash and cash equivalents and restricted cash		586,968		256,210
Proceeds from borrowings						Proceeds from borrowings	—		350,000
Debt issuance costs						Debt issuance costs	—		(2,904)
Net cash used in financing activities						Net cash used in financing activities	(165,475)		(142,405)
Net (decrease) increase in cash and cash equivalents and restricted cash						Net (decrease) increase in cash and cash equivalents and restricted cash	(789,096)		25,241
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	1,730,369		1,607,131		Cash and cash equivalents and restricted cash at beginning of period	1,930,351		1,730,369
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	2,317,337	$	1,863,341	Cash and cash equivalents and restricted cash at end of period	$	1,141,255	$	1,755,610

Reconciliation of Cash and Cash Equivalents and Restricted Cash:	Reconciliation of Cash and Cash Equivalents and Restricted Cash:					Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	$	1,624,482	$	1,515,012	Cash and cash equivalents at beginning of period	$	1,760,225	$	1,624,482
Restricted cash at beginning of period	Restricted cash at beginning of period	105,887		92,119		Restricted cash at beginning of period	170,126		105,887
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	$	1,730,369	$	1,607,131	Cash and cash equivalents and restricted cash at beginning of period	$	1,930,351	$	1,730,369

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	2,172,195	$	1,768,459	Cash and cash equivalents at end of period	$	973,858	$	1,636,093
Restricted cash at end of period	Restricted cash at end of period	145,142		94,882		Restricted cash at end of period	167,397		119,517
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	2,317,337	$	1,863,341	Cash and cash equivalents and restricted cash at end of period	$	1,141,255	$	1,755,610

Supplemental Disclosure of Cash Flow Information:	Supplemental Disclosure of Cash Flow Information:					Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $21,046 and $21,255		$	93,376	$	107,069
Cash payments for interest, excluding capitalized interest of $3,520 and $10,267						Cash payments for interest, excluding capitalized interest of $3,520 and $10,267	$	46,868	$	50,394
Cash payments for income taxes	Cash payments for income taxes	$	6,797	$	9,276	Cash payments for income taxes	$	2,159	$	4,002

Non-Cash Investing and Financing Activities:	Non-Cash Investing and Financing Activities:					Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset						Additional estimated lease liability arising from the recognition of right-of-use asset	$	350,000	$	—
Accrued capital expenditures included in accounts payable and accrued expenses						Accrued capital expenditures included in accounts payable and accrued expenses	86,667		68,986
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other						Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other	65,239		11,641
Redeemable Class A unit measurement adjustment	Redeemable Class A unit measurement adjustment	$	(142,948)	$	248,879	Redeemable Class A unit measurement adjustment	(46,651)		(126,936)
Reclassification of assets held for sale (included in "other assets")		79,210		0
Accrued capital expenditures included in accounts payable and accrued expenses		80,649		89,036
Write-off of fully depreciated assets	Write-off of fully depreciated assets	(48,190)		(66,931)		Write-off of fully depreciated assets	(23,735)		(30,782)
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	9,227		240,707		Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	3,024		2,739

See notes to consolidated financial statements (unaudited)

2319

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%~~92.6% of the common limited partnership interest in the Operating Partnership as of ~~June 30, 2021.~~March 31, 2022. 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~~

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

•With the exception of grocery stores and other "essential" businesses, many of our retail tenants closed their stores in March 2020 and began reopening when New York City entered phase two of its state-mandated reopening plan on June 22, 2020, which required limitations on occupancy and other restrictions that affected their ability to resume full operations. On June 15, 2021, New York State lifted the limitations and restrictions, however, economic conditions and other factors, including limitations on international travel, continue to adversely affect the financial health of our retail tenants.

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

•~~We temporarily closed the Hotel Pennsylvania on April 1, 2020 and on April 5, 2021, we announced that we permanently closed the hotel.~~

•~~We cancelled trade shows at theMART beginning late March of 2020 and expect to resume trade shows in the third quarter of 2021.~~

•~~As of July 31, 2021, approximately 72% of the 1,293 Building Maintenance Services LLC ("BMS") employees that had been placed on furlough in 2020 have returned to work.~~

While we believe our tenants are required to pay rent under their leases and we have commenced legal proceedings against certain tenants that have failed to pay 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.

~~For the quarter ended June 30, 2021, we collected 97% of rent due from our tenants, comprised of 98% from our office tenants and 93% from our retail tenants.~~

~~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, ~~2020,~~2021, 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 ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the operating results for the full year. In addition, certain prior year balances have been reclassified in order to conform to the current period presentation.

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

3. Recently Issued Accounting Literature

In March 2020, the Financial Accounting Standards Board ("FASB") issued an update ("ASU 2020-04") establishing Accounting Standards Codification ("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. We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In August 2020, the FASB issued an update ("ASU 2020-06") Debt - Debt with Conversion and Other Options ~~(Subtopic~~(ASC Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity ~~(Subtopic~~(ASC Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas.ASU 2020-06 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We ~~are currently evaluating~~adopted this update effective January 1, 2022 using the ~~impact of the adoption of ASU 2020-06 on our consolidated financial statements, but do~~modified retrospective approach which did not ~~believe the adoption of this standard will~~ have a material impact on our consolidated financial ~~statements.~~statements and disclosures.

In July 2021, the FASB issued an update ("ASU 2021-05") Lessors - Certain Leases with Variable Lease Payments to ASC Topic 842, Leases ("ASC 842"). ASU 2021-05 ~~improves~~provides additional ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We ~~are currently evaluating the~~adopted this update effective January 1, 2022 which did not have an impact ~~of the adoption of ASU 2021-05 on~~ our consolidated financial statements ~~but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.~~and disclosures.

2520

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

4. Revenue Recognition

Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the three months ended March 31, 2022 and 2021 is set forth in Note 20 - Segment Information.


(Amounts in thousands)	For the Three Months Ended March 31, 2022
	Total		New York		Other
Property rentals	$	377,887	$	307,723	$	70,164

Trade shows(1)	5,144		—		5,144
Lease revenues(2)	383,031		307,723		75,308
Tenant services	9,889		7,411		2,478
Parking revenues	4,363		3,711		652
Rental revenues	397,283		318,845		78,438
BMS cleaning fees	32,691		34,711		(2,020)		(3)
Management and leasing fees	2,769		2,967		(198)
Other income	9,387		2,025		7,362
Fee and other income	44,847		39,703		5,144
Total revenues	$	442,130	$	358,548	$	83,582

____________________

See notes below.


(Amounts in thousands)	For the Three Months Ended March 31, 2021
		Total		New York		Other
Property rentals		$	332,058	$	261,691	$	70,367

Trade shows(1)		—		—		—
Lease revenues(2)		332,058		261,691		70,367
Tenant services		7,259		5,009		2,250
Rental revenues		339,317		266,700		72,617
BMS cleaning fees		28,477		29,948		(1,471)		(3)
Management and leasing fees		5,369		5,522		(153)
Other income		6,814		1,801		5,013
Fee and other income		40,660		37,271		3,389
Total revenues		$	379,977	$	303,971	$	76,006

____________________

(1)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic and resumed in the third quarter of 2021.

(2)The components of lease revenues were as follows:


	For the Three Months Ended March 31,
	2022		2021
Fixed billings	$	329,251	$	309,860
Variable billings	32,974		31,649
Total contractual operating lease billings	362,225		341,509
Adjustment for straight-line rents and amortization of acquired below-market leases and other, net	20,806		(5,781)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible	—		(3,670)
Lease revenues	$	383,031	$	332,058

(3)Represents the elimination of theMART and 555 California Street Building Maintenance Services LLC ("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)

5. ~~Revenue Recognition~~

~~Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the three and six months ended June 30, 2021 and 2020 is set forth in Note 21 -~~ ~~Segment Information.~~

(Amounts in thousands) For the Three Months Ended June 30, 2021 For the Three Months Ended June 30, 2020
Total New York Other Total New York Other
Property rentals(1)
$ 330,944 $ 260,953 $ 69,991 $ 308,316 $ 241,308 $ 67,008
Trade shows(2)
0 0 0 0 0 0
Lease revenues(3)
330,944 260,953 69,991 308,316 241,308 67,008
Tenant services 8,652 5,928 2,724 6,878 4,341 2,537
Rental revenues 339,596 266,881 72,715 315,194 245,649 69,545
BMS cleaning fees 28,083 29,600 (1,517) (4) 21,115 22,405 (1,290) (4)
Management and leasing fees 3,073 3,088 (15) 1,837 1,701 136
Other income 8,189 1,575 6,614 4,880 873 4,007
Fee and other income 39,345 34,263 5,082 27,832 24,979 2,853
Total revenues $ 378,941 $ 301,144 $ 77,797 $ 343,026 $ 270,628 $ 72,398

~~____________________~~

~~See notes below.~~

(Amounts in thousands) For the Six Months Ended June 30, 2021 For the Six Months Ended June 30, 2020
Total New York Other Total New York Other
Property rentals(1)
$ 663,002 $ 522,644 $ 140,358 $ 679,490 $ 539,920 $ 139,570
Hotel Pennsylvania(5)
0 0 0 8,741 8,741 0
Trade shows(2)
0 0 0 11,303 0 11,303
Lease revenues(3)
663,002 522,644 140,358 699,534 548,661 150,873
Tenant services 15,911 10,937 4,974 16,934 11,721 5,213
Rental revenues 678,913 533,581 145,332 716,468 560,382 156,086
BMS cleaning fees 56,560 59,548 (2,988) (4) 53,581 56,834 (3,253) (4)
Management and leasing fees 8,442 8,610 (168) 4,704 4,575 129
Other income 15,003 3,376 11,627 12,805 4,452 8,353
Fee and other income 80,005 71,534 8,471 71,090 65,861 5,229
Total revenues $ 758,918 $ 605,115 $ 153,803 $ 787,558 $ 626,243 $ 161,315

~~____________________~~

~~(1)~~Reduced by $37,587 and $38,631 for the three and six months ended June 30, 2020, respectively, for the write-off of lease receivables deemed uncollectible (primarily write-offs of receivables arising from the straight-lining of rents).

~~(2)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic.~~

~~(3)The components of lease revenues were as follows:~~

For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Fixed billings $ 305,963 $ 322,342 $ 615,823 $ 676,656
Variable billings 30,123 25,262 61,772 70,483
Total contractual operating lease billings 336,086 347,604 677,595 747,139
Adjustment for straight-line rents and amortization of acquired below-market leases, net (3,573) (1,701) (9,354) (8,974)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible (1,569) (37,587) (5,239) (38,631)
Lease revenues $ 330,944 $ 308,316 $ 663,002 $ 699,534

~~(4)Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.~~

~~(5)We temporarily closed the Hotel Pennsylvania on April 1, 2020 and on April 5, 2021, we announced that we permanently closed the hotel.~~

~~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.~~2023, by which time the Fund intends to dispose of its remaining investments and wind down its business. 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 the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the ~~24.7%~~24.3% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting. On June 9, 2020, the joint venture between the Fund and the Crowne Plaza Joint Venture defaulted on the $274,355,000 non-recourse loan on the Crowne Plaza Times Square Hotel. The interest-only loan, which bears interest at a floating rate of LIBOR plus 3.69% ~~(3.81%~~(4.15% as of ~~June 30, 2021)~~March 31, 2022) and provides for additional default interest of 3.00%, was scheduled to mature on July 9, 2020.

On April 12, 2021, the Fund defaulted on the $82,750,000 non-recourse loan on 1100 Lincoln Road. The interest-only loan currently bears interest at a floating rate of prime plus 1.40% ~~(4.65%~~(4.90% as of ~~June 30, 2021)~~March 31, 2022) and provides for additional default interest of 3.00%. The loan was scheduled to mature on July 27, 2021.

As of ~~June 30, 2021,~~March 31, 2022, we had 43 real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of ~~$3,739,000, $339,812,000~~$13,402,000, $322,383,000 below cost, and had remaining unfunded commitments of ~~$29,194,000,~~$28,465,000, of which our share was ~~$9,266,000.~~$8,849,000. As of December 31, ~~2020,~~2021, those 43 real estate fund investments had an aggregate fair value of ~~$3,739,000.~~$7,730,000.

Below is a summary of income ~~(loss)~~ from the Fund and the Crowne Plaza Joint Venture.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net investment income (loss)		$	5,637	$	(366)	$	5,962	$	(309)
Net unrealized loss on held investments		(295)		(27,676)		(789)		(211,196)
Net unrealized income (loss) on held investments										Net unrealized income (loss) on held investments		$	5,672	$	(494)

Net investment income										Net investment income		2		325

Income (loss) from real estate fund investments	Income (loss) from real estate fund investments	5,342		(28,042)		5,173		(211,505)		Income (loss) from real estate fund investments		5,674		(169)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries	Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries	(3,703)		21,953		(3,274)		149,258		Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries		(3,964)		429
Income (loss) from real estate fund investments net of noncontrolling interests in consolidated subsidiaries		$	1,639	$	(6,089)	$	1,899	$	(62,247)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries										Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries		$	1,710	$	260

7.6. Investments in Partially Owned Entities

Fifth Avenue and Times Square JV

As of ~~June 30, 2021,~~March 31, 2022, we own a 51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the "Properties"). The remaining 48.5% common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5% common interest in the joint venture represents an effective 51.0% interest in the Properties. The 48.5% common interest in the joint venture owned by the Investors represents an effective 47.2% interest in the Properties. We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements.

We also own $1.828 billion of preferred equity security interests in certain of the properties. The preferred equity has an annual coupon of 4.25% through April 2024, increasing to 4.75% for the subsequent five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.

As of ~~June 30, 2021,~~March 31, 2022, the carrying amount of our investment in the joint venture was less than our share of the equity in the net assets of the joint venture by approximately ~~$396,104,000,~~$384,591,000, the basis difference primarily resulting from non-cash impairment losses recognized during 2020. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Fifth Avenue and Times Square JV’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as a reduction to depreciation expense over their estimated useful lives.

2722

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

7.6. Investments in Partially Owned Entities - continued

Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX)

As of ~~June 30, 2021,~~March 31, 2022, 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.

On May 13, 2021, Alexander's received notice from IKEA Property, Inc. of its election to exercise its purchase option for $75,000,000 of the Paramus, New Jersey property that it leases. Alexander's anticipates the closing of the sale in the fourth quarter of 2021. Upon completion of the sale, we will recognize our approximate $11,350,000 share of the net gain. Alexander's announced that it does not expect to pay a special dividend related to this transaction.

On June 4, 2021, Alexander's completed the sale of a parcel of land in the Bronx, New York for $10,000,000. As a result of the sale, we recognized our $2,956,000 share of the net gain and also received a $300,000 sales commission paid by Alexander's. Alexander's announced that it does not expect to pay a special dividend related to this transaction.

As of ~~June 30, 2021,~~March 31, 2022, 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 ~~June 30, 2021~~March 31, 2022 closing share price of ~~$267.95,~~$256.23, was $~~443,208,000,~~423,822,000, or ~~$359,316,000~~$331,043,000 in excess of the carrying amount on our consolidated balance ~~sheet.~~sheets. As of ~~June 30, 2021,~~March 31, 2022, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeded our share of the equity in the net assets of Alexander’s by approximately ~~$38,245,000.~~$30,044,000. 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.

~~One Park Avenue~~

On February 26, 2021, a joint venture in which we have a 55.0% interest completed a $525,000,000 refinancing of One Park Avenue, a 943,000 square foot Manhattan office building. The interest-only loan bears a rate of LIBOR plus 1.11% (1.18% as of June 30, 2021) and matures in March 2023, with 3 one-year extension options. We realized net proceeds of $105,000,000. The loan replaces the previous $300,000,000 loan that bore interest at LIBOR plus 1.75% and was scheduled to mature in March 2021.

On July 20, 2021, pursuant to a right of first offer, we entered into an agreement to increase our ownership interest in One Park Avenue to 100.0% by acquiring our joint venture partner's, Canada Pension Plan Investment Board ("CPP Investments"), 45.0% ownership interest in the property. The purchase price values the property at $875,000,000. We will pay approximately $158,000,000 in cash and assume CPP Investments' share of the $525,000,000 mortgage loan. We expect to complete the purchase in the third quarter of 2021.

Below is a schedule summarizing our investments in partially owned entities.


(Amounts in thousands)	(Amounts in thousands)	Percentage Ownership at June 30, 2021		Balance as of					(Amounts in thousands)	Percentage Ownership at March 31, 2022			Balance as of
			June 30, 2021			December 31, 2020						March 31, 2022			December 31, 2021
Investments:	Investments:										Investments:
Fifth Avenue and Times Square JV (see page 27 for details):		51.5%		$	2,776,891		$	2,798,413
Fifth Avenue and Times Square JV (see page 22 for details):									Fifth Avenue and Times Square JV (see page 22 for details):	51.5%			$	2,773,505		$	2,770,633
Partially owned office buildings/land(1)	Partially owned office buildings/land(1)	Various		361,463			473,285		Partially owned office buildings/land(1)	Various			310,580			306,989
Alexander’s	Alexander’s	32.4%		83,892			82,902		Alexander’s	32.4%			92,779			91,405
Other investments(2)	Other investments(2)	Various		133,155			136,507		Other investments(2)	Various			122,765			128,362
				$	3,355,401		$	3,491,107					$	3,299,629		$	3,297,389

Investments in partially owned entities included in other liabilities(3):	Investments in partially owned entities included in other liabilities(3):								Investments in partially owned entities included in other liabilities(3):
7 West 34th Street	7 West 34th Street	53.0%		$	(58,214)		$	(55,340)	7 West 34th Street	53.0%			$	(61,279)		$	(60,918)
85 Tenth Avenue	85 Tenth Avenue	49.9%		(18,780)			(13,080)		85 Tenth Avenue	49.9%			(16,033)			(18,067)
				$	(76,994)		$	(68,420)					$	(77,312)		$	(78,985)

____________________

(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, Rosslyn Plaza and others.

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

2823

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

7.6. Investments in Partially Owned Entities - continued

Below is a schedule ofincome ~~(loss)~~ from partially owned entities.

(Amounts in thousands) Percentage Ownership at June 30, 2021 For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Our share of net income (loss):
Fifth Avenue and Times Square JV (see page 27 for details):
Equity in net income(1)
51.5% $ 10,037 $ 441 $ 19,643 $ 5,937
Return on preferred equity, net of our share of the expense 9,329 9,330 18,555 18,496
Non-cash impairment loss 0 (306,326) 0 (306,326)
19,366 (296,555) 38,198 (281,893)
Alexander's (see page 28 for details):
Equity in net income 32.4% 8,325 3,929 14,054 5,345
Management, leasing and development fees 1,962 1,222 2,537 2,482
10,287 5,151 16,591 7,827
Partially owned office buildings(2)
Various 3,758 810 9,730 2,132
Other investments(3)
Various (1,985) (1,279) (4,020) (836)
$ 31,426 $ (291,873) $ 60,499 $ (272,770)


(Amounts in thousands)	Percentage Ownership at March 31, 2022	For the Three Months Ended March 31,
		2022		2021
Our share of net income:
Fifth Avenue and Times Square JV (see page 22 for details):
Equity in net income	51.5%	$	16,309	$	9,606
Return on preferred equity, net of our share of the expense		9,226		9,226

		25,535		18,832
Alexander's (see page 23 for details):
Equity in net income	32.4%	4,671		5,729

Management, leasing and development fees		1,020		575
		5,691		6,304

Partially owned office buildings(1)	Various	2,477		5,972

Other investments(2)	Various	11		(2,035)

		$	33,714	$	29,073

____________________

(1)~~2020 includes $4,737 of write-offs of lease receivables deemed uncollectible during the second quarter of 2020.~~

~~(2)~~Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.

~~(3)~~(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.

8.7. 220 Central Park South ("220 CPS")

During the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, we closed on the sale of 31 condominium ~~units~~unit at 220 CPS for net proceeds of ~~$72,216,000~~$15,095,000 resulting in a financial statement net gain of ~~$25,272,000~~$6,001,000 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, $3,064,000~~this sale, $589,000 of income tax expense was recognized on our consolidated statements of income. From inception to ~~June 30, 2021,~~March 31, 2022, we have closed on the sale of ~~103~~107 units for net proceeds of ~~$2,941,708,000~~$3,021,991,000 resulting in financial statement net gains of ~~$1,092,209,000.~~$1,123,256,000.

8. Dispositions

SoHo Properties

On January 13, 2022, we sold 2 Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

2924

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

9. 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)	(Amounts in thousands)	Balance as of				(Amounts in thousands)	Balance as of
		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Identified intangible assets:	Identified intangible assets:					Identified intangible assets:
Gross amount	Gross amount	$	112,534	$	116,969	Gross amount	$	249,276	$	252,081
Accumulated amortization	Accumulated amortization	(91,187)		(93,113)		Accumulated amortization	(99,663)		(97,186)
Total, net	Total, net	$	21,347	$	23,856	Total, net	$	149,613	$	154,895
Identified intangible liabilities (included in deferred revenue):	Identified intangible liabilities (included in deferred revenue):					Identified intangible liabilities (included in deferred revenue):
Gross amount	Gross amount	$	237,388	$	273,902	Gross amount	$	255,303	$	256,065
Accumulated amortization	Accumulated amortization	(207,941)		(238,541)		Accumulated amortization	(213,558)		(212,245)
Total, net	Total, net	$	29,447	$	35,361	Total, net	$	41,745	$	43,820

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of ~~$2,551,000~~$917,000 and ~~$5,200,000~~$3,166,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $5,717,000 and $9,406,000 for the six months ended June 30, 2021 and 2020,~~ 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, ~~2022~~2023 is ~~as follows:~~below:


(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)	Acquired below (above) market leases, net
2022		$	9,149
2023	2023	6,654		2023	$	5,359
2024	2024	2,906		2024	2,264
2025	2025	1,478		2025	844
2026	2026	818		2026	649
2027				2027	(119)

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was ~~$985,000~~$4,125,000 and ~~$1,354,000~~$1,326,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $2,311,000 and $3,081,000 for the six months ended June 30, 2021 and 2020,~~ 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, ~~2022~~2023 is ~~as follows:~~below:


(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)	Other identified intangible assets
2022		$	3,706
2023	2023	3,624		2023	$	8,267
2024	2024	3,010		2024	7,431
2025	2025	2,136		2025	6,332
2026	2026	1,984		2026	6,193
2027				2027	5,590

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

10. Debt

~~Secured Debt~~

On March 7, 2021, we entered into an interest rate swap agreement for our $500,000,000 PENN 11 mortgage loan to swap the interest rate on the mortgage loan from LIBOR plus 2.75% (2.83% as of June 30, 2021) to a fixed rate of 3.03% through March 2024.

On March 26, 2021, we completed a $350,000,000 refinancing of 909 Third Avenue, a 1.4 million square foot Manhattan office building. The interest-only loan bears a fixed rate of 3.23% and matures in April 2031. The loan replaces the previous $350,000,000 loan that bore interest at a fixed rate of 3.91% and was scheduled to mature in May 2021.

On May 10, 2021, we completed a $1.2 billion refinancing of 555 California Street, a 3 building 1.8 million square foot office campus in San Francisco, in which we own a 70.0% controlling interest. The interest-only loan bears a rate of LIBOR plus 1.93% in years one through five (2.01% as of June 30, 2021), LIBOR plus 2.18% in year six and LIBOR plus 2.43% in year seven. The loan matures in May 2023, with 5 one-year extension options (May 2028 as fully extended). We swapped the interest rate on our $840,000,000 share of the loan to a fixed rate of 2.26% through May 2024. The loan replaces the previous $533,000,000 loan that bore interest at a fixed rate of 5.10% and was scheduled to mature in September 2021.

On May 28, 2021, we repaid the $675,000,000 mortgage loan on theMART, a 3.7 million square foot commercial building in Chicago, with proceeds from our senior unsecured notes offering discussed below. The loan bore interest at 2.70% and was scheduled to mature in September 2021.

~~Unsecured Revolving Credit Facility~~

~~On April 15, 2021, we extended our $1.25 billion unsecured revolving credit facility~~from January 2023 (as fully extended) to April 2026 (as fully extended). The interest rate on the extended facility was lowered to LIBOR plus 0.90% from LIBOR plus 1.00%. The facility fee remains at 20 basis points. Our $1.50 billion unsecured revolving credit facility matures in March 2024 (as fully extended) and also has an interest rate of LIBOR plus 0.90% and a facility fee of 20 basis points.

~~Senior Unsecured Notes~~

On May 24, 2021, we completed a green bond public offering of $400,000,000 2.15% senior unsecured notes due June 1, 2026 ("2026 Notes") and $350,000,000 3.40% senior unsecured notes due June 1, 2031 ("2031 Notes"). Interest on the senior unsecured notes will be payable semi-annually on June 1 and December 1, commencing December 1, 2021. The 2026 Notes were sold at 99.86% of their face amount to yield 2.18% and the 2031 Notes were sold at 99.59% of their face amount to yield 3.45%.

The following is a summary of our debt:


(Amounts in thousands)	(Amounts in thousands)	Weighted Average Interest Rate at June 30, 2021		Balance as of					(Amounts in thousands)	Weighted Average Interest Rate at March 31, 2022			Balance as of
			June 30, 2021			December 31, 2020						March 31, 2022			December 31, 2021
Mortgages Payable:	Mortgages Payable:										Mortgages Payable:
Fixed rate	Fixed rate	3.09%		$	3,140,000		$	3,012,643	Fixed rate	2.80%			$	2,190,000		$	2,190,000
Variable rate	Variable rate	1.78%		2,445,015			2,595,815		Variable rate	1.93%			3,903,815			3,909,215
Total	Total	2.52%		5,585,015			5,608,458		Total	2.24%			6,093,815			6,099,215
Deferred financing costs, net and other	Deferred financing costs, net and other			(37,410)			(27,909)		Deferred financing costs, net and other				(43,122)			(45,872)
Total, net	Total, net			$	5,547,605		$	5,580,549	Total, net				$	6,050,693		$	6,053,343
Unsecured Debt:	Unsecured Debt:								Unsecured Debt:
Senior unsecured notes	Senior unsecured notes	3.02%		$	1,200,000		$	450,000	Senior unsecured notes	3.02%			$	1,200,000		$	1,200,000
Deferred financing costs, net and other	Deferred financing costs, net and other			(10,139)			(3,315)		Deferred financing costs, net and other				(9,699)			(10,208)
Senior unsecured notes, net	Senior unsecured notes, net			1,189,861			446,685		Senior unsecured notes, net				1,190,301			1,189,792

Unsecured term loan	Unsecured term loan	3.70%		800,000			800,000		Unsecured term loan	3.72%			800,000			800,000
Deferred financing costs, net and other	Deferred financing costs, net and other			(2,713)			(3,238)		Deferred financing costs, net and other				(1,925)			(2,188)
Unsecured term loan, net	Unsecured term loan, net			797,287			796,762		Unsecured term loan, net				798,075			797,812

Unsecured revolving credit facilities	Unsecured revolving credit facilities	1.00%		575,000			575,000		Unsecured revolving credit facilities	1.35%			575,000			575,000

Total, net	Total, net			$	2,562,148		$	1,818,447	Total, net				$	2,563,376		$	2,562,604

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

11. Redeemable Noncontrolling Interests

Redeemable Noncontrolling Partnership Units

Redeemable noncontrolling partnership units are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership.

Below is a table summarizing the activity of redeemable noncontrolling partnership units.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Beginning balance	Beginning balance	$	640,193	$	623,799	$	511,747	$	888,915	Beginning balance		$	590,975	$	511,747
Net income (loss)		3,536		(14,364)		3,865		(13,974)
Other comprehensive income (loss)		704		5		1,590		(2,978)
Net income										Net income		1,994		329
Other comprehensive income										Other comprehensive income		5,134		886
Distributions	Distributions	(7,408)		(9,100)		(14,869)		(17,998)		Distributions		(7,584)		(7,461)
Redemption of Class A units for Vornado common shares, at redemption value	Redemption of Class A units for Vornado common shares, at redemption value	(4,206)		(824)		(8,309)		(2,464)		Redemption of Class A units for Vornado common shares, at redemption value		(717)		(4,103)
Redeemable Class A unit measurement adjustment	Redeemable Class A unit measurement adjustment	16,012		18,291		142,948		(248,879)		Redeemable Class A unit measurement adjustment		46,651		126,936
Other, net	Other, net	5,940		6,997		17,799		22,182		Other, net		13,305		11,859
Ending balance	Ending balance	$	654,771	$	624,804	$	654,771	$	624,804	Ending balance		$	649,758	$	640,193

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was ~~$650,236,000~~$646,223,000 and ~~$507,212,000,~~$587,440,000, respectively, based on Vornado's quarter-end closing common share price.

Redeemable noncontrolling partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity~~, because of their possible settlement by issuing a variable number of Vornado common shares.~~. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated ~~$50,267,000~~$49,775,000 and ~~$50,002,000~~$49,659,000 as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

Redeemable Noncontrolling Interest in a Consolidated Subsidiary

A consolidated joint venture in which we own a 95% interest is developing Farley Office and Retail (the "Project"). During 2020, a historic tax credit investor (the "Tax Credit Investor") funded $92,400,000 of capital contributions and is expected to make additional capital contributions in future periods.

The arrangement includes a put option whereby the joint venture may be obligated to purchase the Tax Credit Investor’s ownership interest in the Project at a future date. The put price is calculated based on a pre-determined formula. As exercise of the put option is outside of the joint venture’s control, the Tax Credit Investor’s interest, together with the put option, have been recorded to “redeemable noncontrolling interest in a consolidated subsidiary” on our consolidated balance ~~sheets as of June 30, 2021 and December 31, 2020.~~sheets. The redeemable noncontrolling interest is recorded at the greater of the carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. There was no adjustment required for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Below is a table summarizing the activity of the redeemable noncontrolling interest in a consolidated subsidiary.


(Amounts in thousands)										(Amounts in thousands)	For the Three Months Ended March 31,
												2022		2021
Beginning balance										Beginning balance		$	97,708	$	94,520
Net loss										Net loss		(305)		(83)

		For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Amounts in thousands)		2021		2020		2021		2020
Beginning balance		$	94,437	$	0	$	94,520	$	0
Net income		476		136		393		136
Contributions		0		92,400		0		92,400
Other, net		0		1,576		0		1,576
Ending balance	Ending balance	$	94,913	$	94,112	$	94,913	$	94,112	Ending balance		$	97,403	$	94,437

3227

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

12. Shareholders' Equity/Partners' Capital

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)	(Per share/unit)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Per share/unit)	For the Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Shares/Units:	Shares/Units:									Shares/Units:
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units	Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units	$	0.53	$	0.66	$	1.06	$	1.32	Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units	$	0.53	$	0.53
Convertible Preferred(1):	Convertible Preferred(1):									Convertible Preferred(1):
6.5% Series A: authorized 13,402 and 13,694 shares/units(2)		0.8125		0.8125		1.6250		1.6250
Cumulative Redeemable Preferred(1):
6.5% Series A: authorized 12,902 and 13,402 shares/units(2)										6.5% Series A: authorized 12,902 and 13,402 shares/units(2)	0.8125		0.8125
Cumulative Redeemable Preferred(3):										Cumulative Redeemable Preferred(3):
5.70% Series K: authorized 12,000,000 shares/units~~(3)~~	5.70% Series K: authorized 12,000,000 shares/units~~(3)~~	0.3563		0.3563		0.7126		0.7126		5.70% Series K: authorized 12,000,000 shares/units~~(3)~~	N/A		0.3563
5.40% Series L: authorized 13,800,000 shares/units~~(3)~~	5.40% Series L: authorized 13,800,000 shares/units~~(3)~~	0.3375		0.3375		0.6750		0.6750		5.40% Series L: authorized 13,800,000 shares/units~~(3)~~	0.3375		0.3375
5.25% Series M: authorized 13,800,000 shares/units~~(3)~~	5.25% Series M: authorized 13,800,000 shares/units~~(3)~~	0.3281		0.3281		0.6562		0.6562		5.25% Series M: authorized 13,800,000 shares/units~~(3)~~	0.3281		0.3281
5.25% Series N: authorized 12,000,000 shares/units~~(4)~~	5.25% Series N: authorized 12,000,000 shares/units~~(4)~~	0.3281		N/A		0.6562		N/A		5.25% Series N: authorized 12,000,000 shares/units~~(4)~~	0.3281		0.3281
4.45% Series O: authorized 12,000,000 shares/units										4.45% Series O: authorized 12,000,000 shares/units	0.2781		N/A

____________________

(1)Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.

(2)Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A Preferred Share/Unit.

(3)Series ~~K and~~ L ~~cumulative redeemable~~ preferred shares/units are redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. Series M ~~cumulative redeemable~~ preferred shares/units are ~~not~~ redeemable ~~until~~commencing December 2022, ~~and~~ Series N ~~cumulative redeemable~~ preferred shares/units are ~~not~~ redeemable ~~until~~commencing November ~~2025.~~

~~(4)Issued~~2025 and Series O preferred shares/units, issued in ~~November 2020.~~

September 2021, are redeemable commencing September 2026. Series K preferred shares/units were redeemed on October 13, 2021.

Accumulated Other Comprehensive ~~Loss~~Income (Loss)

The following ~~tables set~~table sets forth the changes in accumulated other comprehensive ~~loss~~income (loss) by component.

(Amounts in thousands)

For the three months ended June 30, 2021:
Total Accumulated other comprehensive (loss) income of nonconsolidated subsidiaries Interest
rate swaps Other
Balance as of March 31, 2021 $ (60,753) $ (10,747) $ (54,456) $ 4,450
Other comprehensive income (loss) 9,316 1,468 8,551 (703)
Balance as of June 30, 2021 $ (51,437) $ (9,279) $ (45,905) $ 3,747
For the three months ended June 30, 2020:
Balance as of March 31, 2020 $ (82,719) $ 12 $ (81,603) $ (1,128)
Other comprehensive income (loss) 73 0 78 (5)
Balance as of June 30, 2020 $ (82,646) $ 12 $ (81,525) $ (1,133)
For the six months ended June 30, 2021:
Balance as of December 31, 2020 $ (75,099) $ (14,338) $ (66,098) $ 5,337
Other comprehensive income (loss) 23,662 5,059 20,193 (1,590)
Balance as of June 30, 2021 $ (51,437) $ (9,279) $ (45,905) $ 3,747
For the six months ended June 30, 2020:
Balance as of December 31, 2019 $ (40,233) $ 4 $ (36,126) $ (4,111)
Other comprehensive (loss) income (42,413) 8 (45,399) 2,978
Balance as of June 30, 2020 $ (82,646) $ 12 $ (81,525) $ (1,133)


(Amounts in thousands)	Total		Accumulated other comprehensive (loss) income of nonconsolidated subsidiaries		Change in fair value of interest rate swaps and other		Other
For the three months ended March 31, 2022:
Balance as of December 31, 2021	$	(17,534)	$	(4,063)	$	(14,761)	$	1,290
Other comprehensive income (loss)	69,310		9,205		65,239		(5,134)
Balance as of March 31, 2022	$	51,776	$	5,142	$	50,478	$	(3,844)

For the three months ended March 31, 2021:
Balance as of December 31, 2020	$	(75,099)	$	(14,338)	$	(66,098)	$	5,337
Other comprehensive income (loss)	14,346		3,591		11,642		(887)
Balance as of March 31, 2021	$	(60,753)	$	(10,747)	$	(54,456)	$	4,450

3328

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

13. Variable Interest Entities ("VIEs")

Unconsolidated VIEs

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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 76 – Investments in Partially Owned Entities). As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the net carrying amount of our investments in these entities was ~~$107,976,000~~$68,999,000 and ~~$224,754,000,~~$69,435,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.

Consolidated VIEs

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

As of ~~June 30,~~March 31, 2022, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,503,754,000 and $2,449,879,000, respectively. As of December 31, 2021, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were ~~$4,359,069,000~~$4,564,621,000 and ~~$2,374,525,000, respectively. As of December 31, 2020, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,053,841,000 and $1,722,719,000,~~$2,517,652,000, respectively.

14. Fair Value Measurements

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

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

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

3429

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

14. Fair Value Measurements - continued

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


(Amounts in thousands)	(Amounts in thousands)	As of June 30, 2021								(Amounts in thousands)	As of March 31, 2022
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Investments in U.S. Treasury bills (1)										Investments in U.S. Treasury bills (1)	$	645,360	$	645,360	$	—	$	—
Real estate fund investments	Real estate fund investments	$	3,739	$	0	$	0	$	3,739	Real estate fund investments	13,402		—		—		13,402
Deferred compensation plan assets ($4,968 included in restricted cash and $102,270 in other assets)		107,238		62,383		0		44,855
Loans receivable ($44,716 included in investments in partially owned entities and $4,060 in other assets)		48,776		0		0		48,776
Deferred compensation plan assets ($9,084 included in restricted cash and $98,086 in other assets)										Deferred compensation plan assets ($9,084 included in restricted cash and $98,086 in other assets)	107,170		62,644		—		44,526
Loans receivable ($47,372 included in investments in partially owned entities and $3,476 in other assets)										Loans receivable ($47,372 included in investments in partially owned entities and $3,476 in other assets)	50,848		—		—		50,848
Interest rate swaps and caps (included in other assets)	Interest rate swaps and caps (included in other assets)	4,994		0		4,994		0		Interest rate swaps and caps (included in other assets)	59,739		—		59,739		—
Total assets	Total assets	$	164,747	$	62,383	$	4,994	$	97,370	Total assets	$	876,519	$	708,004	$	59,739	$	108,776

Mandatorily redeemable instruments (included in other liabilities)	Mandatorily redeemable instruments (included in other liabilities)	$	50,267	$	50,267	$	0	$	0	Mandatorily redeemable instruments (included in other liabilities)	$	49,775	$	49,775	$	—	$	—
Interest rate swaps (included in other liabilities)	Interest rate swaps (included in other liabilities)	50,818		0		50,818		0		Interest rate swaps (included in other liabilities)	7,737		—		7,737		—
Total liabilities	Total liabilities	$	101,085	$	50,267	$	50,818	$	0	Total liabilities	$	57,512	$	49,775	$	7,737	$	—

(Amounts in thousands)	(Amounts in thousands)	As of December 31, 2020								(Amounts in thousands)	As of December 31, 2021
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Real estate fund investments	Real estate fund investments	$	3,739	$	0	$	0	$	3,739	Real estate fund investments	$	7,730	$	—	$	—	$	7,730
Deferred compensation plan assets ($10,813 included in restricted cash and $94,751 in other assets)		105,564		65,636		0		39,928
Loans receivable ($43,008 included in investments in partially owned entities and $4,735 in other assets)		47,743		0		0		47,743
Deferred compensation plan assets ($9,104 included in restricted cash and $101,070 in other assets)										Deferred compensation plan assets ($9,104 included in restricted cash and $101,070 in other assets)	110,174		65,158		—		45,016
Loans receivable ($46,444 included in investments in partially owned entities and $3,738 in other assets)										Loans receivable ($46,444 included in investments in partially owned entities and $3,738 in other assets)	50,182		—		—		50,182
Interest rate swaps and caps (included in other assets)	Interest rate swaps and caps (included in other assets)	17		0		17		0		Interest rate swaps and caps (included in other assets)	18,929		—		18,929		—
Total assets	Total assets	$	157,063	$	65,636	$	17	$	91,410	Total assets	$	187,015	$	65,158	$	18,929	$	102,928

Mandatorily redeemable instruments (included in other liabilities)	Mandatorily redeemable instruments (included in other liabilities)	$	50,002	$	50,002	$	0	$	0	Mandatorily redeemable instruments (included in other liabilities)	$	49,659	$	49,659	$	—	$	—
Interest rate swaps (included in other liabilities)	Interest rate swaps (included in other liabilities)	66,033		0		66,033		0		Interest rate swaps (included in other liabilities)	32,837		—		32,837		—
Total liabilities	Total liabilities	$	116,035	$	50,002	$	66,033	$	0	Total liabilities	$	82,496	$	49,659	$	32,837	$	—

____________________

(1)During the three months ended March 31, 2022, we purchased $645,920 in U.S. Treasury bills with an aggregate par value of $650,000. As of March 31, 2022, our investments in U.S. Treasury bills have an aggregate amortized cost of $646,049 and have remaining maturities of less than one year.

Real Estate Fund Investments

As of ~~June 30, 2021,~~March 31, 2022, we had 43 real estate fund investments with an aggregate fair value of ~~$3,739,000, $339,812,000~~$13,402,000, $322,383,000 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 assets)

Range

Weighted Average
(based on fair value of assets)

Unobservable Quantitative Input

June 30, 2021

December 31, 2020

June 30, 2021

December 31, 2020

Unobservable Quantitative Input

March 31, 2022

December 31, 2021

March 31, 2022

December 31, 2021

Discount rates

7.2% to 15.0%

7.6% to 15.0%

11.8%

12.7%

Discount rates

11.8% to 13.0%

12.0% to 15.0%

12.5%

13.2%

Terminal capitalization rates

5.3% to 10.6%

5.5% to 10.3%

7.8%

7.9%

Terminal capitalization rates

5.5% to 9.1%

5.5% to 8.8%

7.5%

7.4%

The inputs above 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.

3530

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

14. Fair Value Measurements - continued

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

Real Estate Fund Investments - continued

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Beginning balance	Beginning balance	$	3,739	$	45,129	$	3,739	$	222,649	Beginning balance	$	7,730	$	3,739
Purchases/additional fundings	Purchases/additional fundings	295		0		789		6,000		Purchases/additional fundings	—		494
Net unrealized loss on held investments		(295)		(27,676)		(789)		(211,196)
Net unrealized income (loss) on held investments										Net unrealized income (loss) on held investments	5,672		(494)
Ending balance	Ending balance	$	3,739	$	17,453	$	3,739	$	17,453	Ending balance	$	13,402	$	3,739

Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports that provide net asset values on a fair value basis from a third-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~~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)	(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Beginning balance	Beginning balance	$	41,639	$	30,568	$	39,928	$	32,435	Beginning balance	$	45,016	$	39,928
Purchases	Purchases	2,564		5,656		3,013		6,949		Purchases	843		449
Sales	Sales	(544)		(357)		(689)		(2,832)		Sales	(907)		(145)
Realized and unrealized gains (losses)		969		38		2,262		(1,191)
Realized and unrealized (losses) gains										Realized and unrealized (losses) gains	(1,240)		1,293
Other, net	Other, net	227		267		341		811		Other, net	814		114
Ending balance	Ending balance	$	44,855	$	36,172	$	44,855	$	36,172	Ending balance	$	44,526	$	41,639

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. These investments are classified as Level 3.


		Range		Weighted Average (based on fair value of investments)			Range		Weighted Average (based on fair value of investments)
Unobservable Quantitative Input	Unobservable Quantitative Input	June 30, 2021	December 31, 2020	June 30, 2021	December 31, 2020	Unobservable Quantitative Input	March 31, 2022	December 31, 2021	March 31, 2022	December 31, 2021
Discount rates	Discount rates	6.5%	6.5%	6.5%	6.5%	Discount rates	6.5%	6.5%	6.5%	6.5%
Terminal capitalization rates	Terminal capitalization rates	5.0%	5.0%	5.0%	5.0%	Terminal capitalization rates	5.0%	5.0%	5.0%	5.0%

The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Beginning balance	Beginning balance	$	48,209	$	51,990	$	47,743	$	59,251	Beginning balance	$	50,182	$	47,743
Credit losses		0		(6,108)		0		(13,369)

Interest accrual	Interest accrual	867		793		1,708		793		Interest accrual	1,199		841
Paydowns	Paydowns	(300)		0		(675)		0		Paydowns	(533)		(375)
Ending balance	Ending balance	$	48,776	$	46,675	$	48,776	$	46,675	Ending balance	$	50,848	$	48,209

3631

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

14. Fair Value Measurements - continued

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

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~~hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows.

The following tables summarize our consolidated derivative instruments, all of which hedge variable rate debt, as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.


(Amounts in thousands)	(Amounts in thousands)	As of June 30, 2021									(Amounts in thousands)	As of March 31, 2022
							Variable Rate										Variable Rate
Hedged Item	Hedged Item	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date	Hedged Item	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:	Included in other assets:										Included in other assets:
555 California Street mortgage loan interest rate swap~~(1)~~	555 California Street mortgage loan interest rate swap~~(1)~~	$	3,041	$	840,000	(2)	L+193	2.01%	2.26%	5/24	555 California Street mortgage loan interest rate swap~~(1)~~	$	36,322	$	840,000	(1)	L+193	2.33%	2.26%	5/24
PENN 11 mortgage loan interest rate swap~~(3)~~	PENN 11 mortgage loan interest rate swap~~(3)~~	1,858		500,000			L+275	2.83%	3.03%	3/24	PENN 11 mortgage loan interest rate swap~~(3)~~	19,825		500,000			L+195	2.24%	2.23%	3/24
33-00 Northern Boulevard mortgage loan interest rate swap											33-00 Northern Boulevard mortgage loan interest rate swap	296		100,000			L+180	2.11%	4.14%	1/25
Various interest rate caps	Various interest rate caps	95		175,000							Various interest rate caps	3,296		1,650,000
		$	4,994	$	1,515,000							$	59,739	$	3,090,000

Included in other liabilities:	Included in other liabilities:										Included in other liabilities:
Unsecured term loan interest rate swap	Unsecured term loan interest rate swap	$	44,732	$	750,000	(4)	L+100	1.10%	3.87%	10/23	Unsecured term loan interest rate swap	$	7,737	$	750,000	(2)	L+100	1.45%	3.87%	10/23
33-00 Northern Boulevard mortgage loan interest rate swap		6,086		100,000			L+180	1.89%	4.14%	1/25
		$	50,818	$	850,000

____________________

See notes below.


(Amounts in thousands)	As of December 31, 2021
						Variable Rate
Hedged Item	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:
555 California Street mortgage loan interest rate swap	$	11,814	$	840,000	(1)	L+193	2.04%	2.26%	5/24
PENN 11 mortgage loan interest rate swap	6,565		500,000			L+195	2.05%	2.23%	3/24
Various interest rate caps	550		1,650,000
	$	18,929	$	2,990,000
Included in other liabilities:
Unsecured term loan interest rate swap	$	28,976	$	750,000	(2)	L+100	1.10%	3.87%	10/23
33-00 Northern Boulevard mortgage loan interest rate swap	3,861		100,000			L+180	1.91%	4.14%	1/25
	$	32,837	$	850,000

____________________

(1)~~Entered into on May 15, 2021.~~

~~(2)~~Represents our 70.0% share of the $1.2 billion mortgage loan.

~~(3)Entered into on March 7, 2021.~~

~~(4)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.~~

(Amounts in thousands) As of December 31, 2020
Variable Rate
Hedged Item Fair Value Notional Amount Spread over LIBOR Interest Rate Swapped Rate Expiration Date
Included in other assets:
Various interest rate caps $ 17 $ 175,000
Included in other liabilities:
Unsecured term loan interest rate swap $ 57,723 $ 750,000 (1) L+100 1.15% 3.87% 10/23
33-00 Northern Boulevard mortgage loan interest rate swap 8,310 100,000 L+180 1.95% 4.14% 1/25
$ 66,033 $ 850,000

~~____________________~~

~~(1)~~(2)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

14. Fair Value Measurements - continued

Fair Value Measurements on a Nonrecurring Basis

There were no assets measured at fair value on a nonrecurring basis on our consolidated balance ~~sheet~~sheets as of ~~June 30, 2021. As of~~March 31, 2022 and December 31, 2020, assets measured at fair value on a nonrecurring basis on our consolidated balance sheet consisted of real estate assets that have been written down to estimated fair value for impairment purposes. The impairment losses primarily relate to wholly owned street retail assets.

Our estimate of the fair value of these assets was measured using widely accepted valuation techniques including (i) discounted cash flow analyses based upon market conditions and expectations of growth and utilized unobservable quantitative inputs, including a capitalization rate of 5.0% and discount rate of 7.0%, and (ii) comparable sales activity.

(Amounts in thousands) As of December 31, 2020
Total Level 1 Level 2 Level 3
Real estate assets $ 191,116 $ 0 $ 0 $ 191,116
2021.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair 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 June 30, 2021					As of December 31, 2020					(Amounts in thousands)		As of March 31, 2022					As of December 31, 2021
			Carrying Amount			Fair Value		Carrying Amount			Fair Value				Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents	Cash equivalents		$	1,770,459		$	1,770,000	$	1,476,427		$	1,476,000	Cash equivalents		$	588,242		$	588,000	$	1,346,684		$	1,347,000
Debt:	Debt:												Debt:
		Mortgages payable	$	5,585,015		$	5,586,000	$	5,608,458		$	5,612,000		Mortgages payable	$	6,093,815		$	5,997,000	$	6,099,215		$	6,052,000
		Senior unsecured notes	1,200,000			1,247,000		450,000			476,000			Senior unsecured notes	1,200,000			1,152,000		1,200,000			1,230,000
		Unsecured term loan	800,000			800,000		800,000			800,000			Unsecured term loan	800,000			800,000		800,000			800,000
		Unsecured revolving credit facilities	575,000			575,000		575,000			575,000			Unsecured revolving credit facilities	575,000			575,000		575,000			575,000
		Total	$	8,160,015	(1)	$	8,208,000	$	7,433,458	(1)	$	7,463,000		Total	$	8,668,815	(1)	$	8,524,000	$	8,674,215	(1)	$	8,657,000

____________________

(1)Excludes ~~$50,262~~$54,746 and ~~$34,462~~$58,268 of deferred financing costs, net and other as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

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

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(UNAUDITED)~~

15. 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 ~~$6,154,000~~$13,155,000 and ~~$7,703,000~~$21,225,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $27,379,000 and $33,468,000 for the six months ended June 30, 2021 and 2020,~~ respectively.

2022 Long-Term Performance Award

~~16.(Transaction Related Costs~~On January 12, 2022, the Compensation Committee of Vornado's Board of Trustees approved the 2022 Long-Term Performance Plan (“LTPP”), a multi-year, restricted operating partnership ("LTIP") units-based performance equity compensation plan. Awards under the 2022 LTPP are bifurcated between operational performance (50%) and ~~Other) Lease Liability Extinguishment Gain~~relative performance (50%) measurements and may be earned at specified threshold, target and maximum levels.

The operational component awards may be earned based on Vornado’s 2022 operational performance in the following ~~table sets forth the details~~categories:

• FFO, as adjusted per share (75% weighting); and

• ESG performance metrics consisting of ~~(transaction related costs~~greenhouse emissions reductions, Global Real Estate Sustainability Benchmark ("GRESB") score and ~~other) lease liability extinguishment gain:~~Green Building Certification (LEED) achievements (aggregate 25% weighting).

(Amounts in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
608 Fifth Avenue lease liability extinguishment gain $ 0 $ 70,260 $ 0 $ 70,260
Transaction related costs and other (106) (1,039) (949) (1,110)
$ (106) $ 69,221 $ (949) $ 69,150
Any LTPP award units tentatively earned based on Vornado’s 2022 operational performance are subject to an absolute return modifier pursuant to which such award units are subject to a potential reduction (but not increase) of up to 30% if Vornado’s aggregate

~~17. Interest and Other Investment Income (Loss), Net~~

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

(Amounts in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Interest on loans receivable $ 558 $ 810 $ 1,118 $ 2,236
Interest on cash and cash equivalents and restricted cash 78 1,498 140 5,464
Credit losses on loans receivable 0 (6,108) 0 (13,369)
Market-to-market decrease in the fair value of marketable security (sold on January 23, 2020) 0 0 0 (4,938)
Other, net 903 907 1,803 1,810
Total $ 1,539 $ (2,893) $ 3,061 $ (8,797)

~~18. Interest and Debt Expense~~

~~The following table sets forth the details of interest and debt expense:~~

(Amounts in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Interest expense $ 58,259 $ 63,545 $ 113,910 $ 130,180
Capitalized interest and debt expense (10,779) (9,446) (21,046) (21,501)
Amortization of deferred financing costs 4,414 4,306 9,094 8,568
$ 51,894 $ 58,405 $ 101,958 $ 117,247

total three-year total shareholder return ("TSR") for 2022-2025 is below specified levels.

Awards under relative components may be earned based on Vornado’s three-year TSR, measured against the Dow Jones U.S. Real Estate Office Index (50% weighting) and a Northeast peer group custom index (50% weighting). Awards earned under the relative component of the LTPP are subject to reductions of up to 30% if Vornado’s three-year TSR is below specified levels.

If the designated performance objectives are achieved, awards earned under 2022 LTPP will vest 50% in January 2025 and 50% in January 2026. In addition, the Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are required to hold such awards for one year following each such vesting date. Dividends on awards granted under the 2022 LTPP accrue during the applicable performance period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

~~19.~~16. Interest and Other Investment Income, ~~(Loss)~~Net

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


(Amounts in thousands)	For the Three Months Ended March 31,
		2022		2021
Interest on loans receivable		$	825	$	560
Amortization of discount on investments in U.S. Treasury bills		129		—
Interest on cash and cash equivalents and restricted cash		64		62

Other, net		—		900
		$	1,018	$	1,522

17. Interest and Debt Expense

The following table sets forth the details of interest and debt expense:


(Amounts in thousands)	For the Three Months Ended March 31,
	2022		2021
Interest expense	$	50,801	$	55,651
Capitalized interest and debt expense	(3,520)		(10,267)
Amortization of deferred financing costs	4,828		4,680
	$	52,109	$	50,064

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

Vornado Realty Trust

The following table presents the calculations of (i) basic income ~~(loss)~~ per common share which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted income ~~(loss)~~ per common share which includes ~~the~~ weighted average common shares outstanding 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~~Our share-based payment awards, including employee stock options, restricted Operating Partnership units ("OP Units"), out-performance plan awards ("OPPs"), appreciation-only long term incentive plan units ("AO LTIP Units") ~~and~~, Performance Conditioned AO LTIP Units and LTPP units, are included in the ~~computation~~calculation of diluted ~~Earnings Per Share ("EPS")~~income per share using the treasury stock method ~~while the dilutive effect of~~if dilutive. Our convertible securities, including our Series A convertible preferred shares, isSeries G-1 through G-4 convertible preferred units and Series D-13 redeemable preferred units, are reflected in diluted ~~EPS~~income per share by application of the if-converted ~~method.~~method if dilutive.

(Amounts in thousands, except per share amounts) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Numerator:
Net income (loss) attributable to Vornado $ 64,512 $ (185,220) $ 85,062 $ (167,726)
Preferred share dividends (16,467) (12,530) (32,934) (25,061)
Net income (loss) attributable to common shareholders 48,045 (197,750) 52,128 (192,787)
Earnings allocated to unvested participating securities (9) (18) (18) (69)
Numerator for basic and diluted income (loss) per share $ 48,036 $ (197,768) $ 52,110 $ (192,856)
Denominator:
Denominator for basic income (loss) per share – weighted average shares 191,527 191,104 191,473 191,071
Effect of dilutive securities(1):
Out-Performance Plan units 830 0 719 0
AO LTIP units 18 0 11 0
Employee stock options and restricted stock awards 5 0 4 0
Denominator for diluted income (loss) per share – weighted average shares and assumed conversions 192,380 191,104 192,207 191,071
INCOME (LOSS) PER COMMON SHARE - BASIC:
Net income (loss) per common share $ 0.25 $ (1.03) $ 0.27 $ (1.01)
INCOME (LOSS) PER COMMON SHARE - DILUTED:
Net income (loss) per common share $ 0.25 $ (1.03) $ 0.27 $ (1.01)


(Amounts in thousands, except per share amounts)	For the Three Months Ended March 31,
	2022		2021
Numerator:


Net income attributable to Vornado	$	42,007	$	20,550
Preferred share dividends	(15,529)		(16,467)

Net income attributable to common shareholders	26,478		4,083
Earnings allocated to unvested participating securities	(5)		(9)


Numerator for basic and diluted income per share	$	26,473	$	4,074

Denominator:
Denominator for basic income per share – weighted average shares	191,724		191,418
Effect of dilutive securities(1):
Share-based payment awards	314		613

Denominator for diluted income per share – weighted average shares and assumed conversions	192,038		192,031

INCOME PER COMMON SHARE - BASIC:


Net income per common share	$	0.14	$	0.02

INCOME PER COMMON SHARE - DILUTED:


Net income per common share	$	0.14	$	0.02

____________________

(1)The effect of dilutive securities excluded an aggregate of ~~13,653~~15,185 and ~~14,242~~13,485 weighted average common share equivalents for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and 13,783 and 13,992 weighted average common share equivalents for the six months ended June 30, 2021 and 2020,~~ respectively, as their effect was anti-dilutive.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

~~19.~~18. Income ~~(Loss)~~ Per Share/Income ~~(Loss)~~ Per Class A Unit - continued

Vornado Realty L.P.

The following table presents the calculations of (i) basic income ~~(loss)~~ per Class A unit which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units and (ii) diluted income ~~(loss)~~ per Class A unit which includes the weighted average Class A units outstanding 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 and our OP Units, ~~and OPPs,~~ based on the two-class method. ~~Other potential dilutive unit equivalents such as~~Our other share-based payment awards, including Vornado stock options, OPPs, AO LTIP Units, ~~and~~ Performance Conditioned AO LTIP Units and LTPP Units, are included in the ~~computation~~calculation of diluted income per Class A unit ~~("EPU")~~ using the treasury stock method ~~while the dilutive effect of~~if dilutive. Our convertible securities, including our Series A convertible preferred units, isSeries G-1 through G-4 convertible preferred units and Series D-13 redeemable preferred units, are reflected in diluted ~~EPU~~income per Class A unit by application of the if-converted ~~method.~~method if dilutive.

(Amounts in thousands, except per unit amounts) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Numerator:
Net income (loss) attributable to Vornado Realty L.P. $ 68,048 $ (199,584) $ 88,927 $ (181,700)
Preferred unit distributions (16,508) (12,571) (33,016) (25,143)
Net income (loss) attributable to Class A unitholders 51,540 (212,155) 55,911 (206,843)
Earnings allocated to unvested participating securities (664) (1,439) (1,385) (6,357)
Numerator for basic and diluted income (loss) per Class A unit $ 50,876 $ (213,594) $ 54,526 $ (213,200)
Denominator:
Denominator for basic income (loss) per Class A unit – weighted average units 204,621 203,512 204,560 203,441
Effect of dilutive securities(1):
Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs 1,193 0 1,012 0
Denominator for diluted income (loss) per Class A unit – weighted average units and assumed conversions 205,814 203,512 205,572 203,441
INCOME (LOSS) PER CLASS A UNIT - BASIC:
Net income (loss) per Class A unit $ 0.25 $ (1.05) $ 0.27 $ (1.05)
INCOME (LOSS) PER CLASS A UNIT - DILUTED:
Net income (loss) per Class A unit $ 0.25 $ (1.05) $ 0.27 $ (1.05)


(Amounts in thousands, except per unit amounts)	For the Three Months Ended March 31,
	2022		2021
Numerator:


Net income attributable to Vornado Realty L.P.	$	44,001	$	20,879
Preferred unit distributions	(15,558)		(16,508)

Net income attributable to Class A unitholders	28,443		4,371
Earnings allocated to unvested participating securities	(639)		(721)


Numerator for basic and diluted income per Class A unit	$	27,804	$	3,650

Denominator:
Denominator for basic income per Class A unit – weighted average units	205,141		204,072
Effect of dilutive securities(1):
Share-based payment awards	755		829

Denominator for diluted income per Class A unit – weighted average units and assumed conversions	205,896		204,901

INCOME PER CLASS A UNIT - BASIC:


Net income per Class A unit	$	0.14	$	0.02

INCOME PER CLASS A UNIT - DILUTED:


Net income per Class A unit	$	0.14	$	0.02

____________________

(1)The effect of dilutive securities excluded an aggregate of ~~219~~1,327 and ~~1,834~~615 weighted average Class A unit equivalents for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, ~~and 418 and 1,622 Class A unit equivalents for the six months ended June 30, 2021 and 2020, respectively,~~ as their effect was anti-dilutive.

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VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

~~20.~~19. Commitments and Contingencies

Insurance

For our properties, ~~(except Farley),~~ we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $250,000,000 includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, ~~and effective February 15, 2021,~~ excluding communicable disease coverage. For the period February 15, 2020 through February 14, 2021, we and the insurance carriers for our all risk property policy have disagreements as to the applicability of a $2,300,000 sub-limit for communicable disease coverage across our properties. 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 ~~$1,759,257~~$1,799,727 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~~Certain condominiums in which we own an interest (including our leasehold interest in the Farley ~~we maintain general liability~~Condominiums) own insurance policies with ~~limits of $100,000,000~~different 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 withaggregate limits ~~of $1.85 billion and $1.17 billion per occurrence, respectively, and in the aggregate~~.than our policies described above.

We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.

Our 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 January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include our 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000,000 which is included in "right-of-use assets" and "lease liabilities", respectively, on our consolidated balance sheets as of March 31, 2022.

In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on July 7, 2021, the Regus subsidiary appealed the decision. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg. We are actively pursuing claims relating to the guaranty against the successor to Regus PLC and its parent, in Luxembourg and other jurisdictions.

~~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 November 2011, we entered into an agreement with the New York City Economic Development Corporation ("EDC") to lease Piers 92 and 94 (the "Piers") for a 49-year term with 5 10-year renewal options. The non-recourse lease with a single-purpose entity calls for current annual rent payments of $2,000,000 with fixed rent steps through the initial term. We operate trade shows and special events at the Piers (and sublease to others for the same uses). In February 2019, an inspection revealed that the piles supporting Pier 92 were structurally unsound (an obligation of EDC to maintain) and we were issued an order by EDC to vacate the property. We continued to make the required lease payments through February 2020, with no abatement provided by EDC for the loss of our right to use Pier 92 or reimbursement for lost revenues. Beginning March 2020, as no resolution had been reached with EDC, we have not paid the monthly rents due under the non-recourse lease. As of June 30, 2021, we have a $48,600,000 lease liability and a $34,300,000 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 the underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to Empire State Development, an entity of New York State, for Farley Office and Retail. As of ~~June 30, 2021,~~March 31, 2022, the aggregate dollar amount of these guarantees and master leases is approximately ~~$1,678,000,000.~~$1,575,000,000.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

19. Commitments and Contingencies - continued

Other Commitments and Contingencies - continued

As of ~~June 30, 2021, $13,273,000~~March 31, 2022, $15,273,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest 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.

Our 95% consolidated joint venture (5% is owned by Related Companies ("Related")) is developing Farley Office and Retail. In connection with the development of the property, the joint venture ~~took in~~admitted a historic ~~Tax Credit Investor.~~tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of ~~June 30, 2021,~~March 31, 2022, 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.

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, 2021~~March 31, 2022 fair value of the Fund assets, at liquidation we would be required to make a $~~28,000,000~~25,400,000 payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.

As of ~~June 30, 2021,~~March 31, 2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately ~~$10,700,000.~~$10,300,000.

As of ~~June 30, 2021,~~March 31, 2022, we have construction commitments aggregating approximately ~~$429,000,000.~~$503,000,000.

~~21.~~20. Segment Information

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

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

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information - continued

Below is a summary of NOI at share and NOI at share - cash basis ~~includes rent that has been deferred as~~by segment for the three months ended March 31, 2022 and 2021.


(Amounts in thousands)	For the Three Months Ended March 31, 2022
	Total		New York		Other
Total revenues	$	442,130	$	358,548	$	83,582
Operating expenses	(216,529)		(177,535)		(38,994)
NOI - consolidated	225,601		181,013		44,588
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(20,035)		(13,310)		(6,725)
Add: NOI from partially owned entities	78,692		75,964		2,728
NOI at share	284,258		243,667		40,591
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(3,130)		(3,975)		845
NOI at share - cash basis	$	281,128	$	239,692	$	41,436


(Amounts in thousands)	For the Three Months Ended March 31, 2021
	Total		New York		Other
Total revenues	$	379,977	$	303,971	$	76,006
Operating expenses	(190,979)		(160,985)		(29,994)
NOI - consolidated	188,998		142,986		46,012
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(17,646)		(8,621)		(9,025)
Add: NOI from partially owned entities	78,756		76,773		1,983
NOI at share	250,108		211,138		38,970
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(1,198)		(973)		(225)
NOI at share - cash basis	$	248,910	$	210,165	$	38,745

Below is a ~~result~~reconciliation of net income to NOI at share and NOI at share - cash basis for the ~~COVID-19 pandemic.~~three months ended March 31, 2022 and 2021.


(Amounts in thousands)	For the Three Months Ended March 31,
	2022		2021
Net income	$	53,375	$	26,993
Depreciation and amortization expense	117,443		95,354
General and administrative expense	41,216		44,186
Transaction related costs and other	1,005		843
Income from partially owned entities	(33,714)		(29,073)
(Income) loss from real estate fund investments	(5,674)		169
Interest and other investment income, net	(1,018)		(1,522)
Interest and debt expense	52,109		50,064


Net gains on disposition of wholly owned and partially owned assets	(6,552)		—
Income tax expense	7,411		1,984

NOI from partially owned entities	78,692		78,756
NOI attributable to noncontrolling interests in consolidated subsidiaries	(20,035)		(17,646)
NOI at share	284,258		250,108
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(3,130)		(1,198)
NOI at share - cash basis	$	281,128	$	248,910

4338

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

21. ~~Segment Information - continued~~Subsequent Event

~~Below~~On April 27, 2022, we entered into an agreement to sell the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We expect to close the sale in the third quarter of 2022 and recognize a financial statement gain of approximately $15,000,000 and a tax gain of approximately $74,000,000. The sale is ~~a reconciliation of net income (loss)~~subject to ~~NOI at share and NOI at share - cash basis for the three and six months ended June 30, 2021 and 2020.~~

(Amounts in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,
2021 2020 2021 2020
Net income (loss) $ 76,832 $ (217,352) $ 103,825 $ (321,855)
Depreciation and amortization expense 89,777 92,805 185,131 185,598
General and administrative expense 30,602 35,014 74,788 87,848
Transaction related costs and other (lease liability extinguishment gain) 106 (69,221) 949 (69,150)
(Income) loss from partially owned entities (31,426) 291,873 (60,499) 272,770
(Income) loss from real estate fund investments (5,342) 28,042 (5,173) 211,505
Interest and other investment (income) loss, net (1,539) 2,893 (3,061) 8,797
Interest and debt expense 51,894 58,405 101,958 117,247
Net gains on disposition of wholly owned and partially owned assets (25,724) (55,695) (25,724) (124,284)
Income tax expense 2,841 1,837 4,825 14,650
NOI from partially owned entities 77,235 69,487 155,991 151,368
NOI attributable to noncontrolling interests in consolidated subsidiaries (15,689) (15,448) (33,335) (30,941)
NOI at share 249,567 222,640 499,675 503,553
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 846 34,190 (352) 37,266
NOI at share - cash basis $ 250,413 $ 256,830 $ 499,323 $ 540,819

~~Below is a summary of NOI at share and NOI at share - cash basisby segment for the three and six months ended June 30, 2021 and 2020.~~

(Amounts in thousands) For the Three Months Ended June 30, 2021
Total New York Other
Total revenues $ 378,941 $ 301,144 $ 77,797
Operating expenses (190,920) (156,033) (34,887)
NOI - consolidated 188,021 145,111 42,910
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (15,689) (8,473) (7,216)
Add: NOI from partially owned entities 77,235 74,400 2,835
NOI at share 249,567 211,038 38,529
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 846 541 305
NOI at share - cash basis $ 250,413 $ 211,579 $ 38,834

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

customary closing conditions.

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

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(UNAUDITED)~~

~~21. Segment Information - continued~~

(Amounts in thousands) For the Six Months Ended June 30, 2021
Total New York Other
Total revenues $ 758,918 $ 605,115 $ 153,803
Operating expenses (381,899) (317,018) (64,881)
NOI - consolidated 377,019 288,097 88,922
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (33,335) (17,094) (16,241)
Add: NOI from partially owned entities 155,991 151,173 4,818
NOI at share 499,675 422,176 77,499
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other (352) (432) 80
NOI at share - cash basis $ 499,323 $ 421,744 $ 77,579

(Amounts in thousands) For the 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 - consolidated 383,126 303,005 80,121
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (30,941) (16,937) (14,004)
Add: NOI from partially owned entities 151,368 145,459 5,909
NOI at share 503,553 431,527 72,026
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other 37,266 34,049 3,217
NOI at share - cash basis $ 540,819 $ 465,576 $ 75,243

4539

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, 2021,~~March 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity, ~~for the three-month~~ and ~~six-month periods ended June 30, 2021 and 2020, and of~~ cash flows for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 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, ~~2020,~~2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February ~~16, 2021,~~14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, ~~2020,~~2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the 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~~May 2, ~~2021~~2022

4640

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, 2021,~~March 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity, ~~for the three-month~~ and ~~six-month periods ended June 30, 2021 and 2020, and of~~ cash flows for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 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, ~~2020,~~2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February ~~16, 2021,~~14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, ~~2020,~~2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

/s/ DELOITTE & TOUCHE LLP

New York, New York

~~August~~May 2, ~~2021~~

2022

4741

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 COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will continue to depend on future developments, including vaccination rates among the ~~duration of the pandemic, current and future variants,~~population, the efficacy and durability of vaccines against ~~the~~emerging variants, and ~~the potential for increased government restrictions,~~governmental and tenant responses thereto, which continue to be uncertain ~~at this time~~ but ~~that~~the impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

For further discussion of factors that could materially affect the outcome of our forward-looking statements, see ~~“Item~~"Item 1A. Risk ~~Factors”~~Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 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.

4842

Overview

We compete with a large number of real estate investors, property owners and developers, some of ~~which~~whom 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, ~~2020~~2021 for additional information regarding these factors.

Our business has been adversely affected ~~as a result of~~by the ongoing COVID-19 pandemic and the preventive measures taken to curb the spread of the virus. The pandemic has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business closures. Some of the effects on us include the following:

•~~With the exception~~While substantially all 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, which required limitations on occupancy and other restrictions that affected their ability to resume full operations. On June 15, 2021, New York State lifted the limitations and restrictions ~~however,~~imposed on our retail tenants during the onset of the pandemic have been lifted, economic conditions and other factors, including ~~limitations on international travel,~~a decline in Manhattan tourism since the onset of the virus, continue to adversely affect the financial health of our retail tenants.

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

•We ~~temporarily~~permanently closed the Hotel Pennsylvania on April ~~1, 2020 and on April~~ 5, 2021 ~~we announced that we permanently closed~~and plan to develop an office tower on the ~~hotel.~~site.

•~~We cancelled trade~~Trade shows at theMART were cancelled beginning ~~late~~ March of 2020 and ~~expect to resume trade shows~~resumed in the third quarter of ~~2021.~~2021 with generally lower attendance than pre-pandemic levels.

•~~As of July 31, 2021, approximately 72%~~The extent of the ~~1,293 Building Maintenance Services LLC ("BMS") employees that had been placed~~COVID-19 pandemic’s effect on ~~furlough in 2020 have returned to work.~~

~~While we believe~~ our ~~tenants are required to pay rent under their leases~~operational and ~~we have commenced legal proceedings against certain tenants that have failed to pay under their leases, in limited circumstances, we have agreed to and may~~financial performance will continue to ~~agree~~depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants and governmental and tenant responses thereto, which continue to ~~rent deferrals and rent abatements for certain of our tenants.~~

~~For~~be uncertain. Given the ~~quarter ended June 30, 2021, we collected 97% of rent due from our tenants, comprised of 98% from our office tenants and 93% from our retail tenants.~~

~~In light~~dynamic nature of the ~~evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that have occurred and may continue~~circumstances, it is difficult to ~~occur,~~predict the long-term impact of the ongoing COVID-19 pandemic on our business, financial condition, results of operations and ~~operating results remains highly uncertain~~cash flows but that impact has been and may continue to 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 and unitholders. We have experienced a decrease in cash flow from operations due to the COVID-19 pandemic, including reduced collections of rents billed to certain of our tenants, the closure of Hotel Pennsylvania, the cancellation of trade shows at theMART, and lower revenues from BMS, parking garages and signage. 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

Quarter Ended ~~June 30, 2021~~March 31, 2022 Financial Results Summary

Net income attributable to common shareholders for the quarter ended ~~June 30, 2021~~March 31, 2022 was ~~$48,045,000,~~$26,478,000, or ~~$0.25~~$0.14 per diluted share, compared to ~~net loss attributable to common shareholders of $197,750,000,~~$4,083,000, or ~~$1.03~~$0.02 per diluted share, for the prior year’s quarter. The quarters ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ include certain items that impact the comparability of period to period netincome ~~(loss)~~attributable to common shareholders, which are listed in the table ~~on the following page.~~below. The aggregate of these items, net of amounts attributable to noncontrolling interests, ~~increased~~decreased net income attributable to common shareholders for the quarter ended ~~June 30, 2021~~March 31, 2022 by ~~$21,241,000,~~$5,204,000, or ~~$0.11~~$0.02 per diluted share, and ~~increased net loss attributable to common shareholders by $193,387,000,~~$8,363,000, or ~~$1.01~~$0.04 per diluted share, for the quarter ended ~~June 30, 2020.~~March 31, 2021.

Funds ~~From Operations~~from operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended ~~June 30, 2021~~March 31, 2022 was ~~$153,364,000,~~$154,908,000, or $0.80 per diluted share, compared to ~~$203,256,000,~~$118,407,000, or ~~$1.06~~$0.62 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ include certain items that impact the comparability of period to period FFO, which are listed in the table ~~on the following page.~~below. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO attributable to common shareholders plus assumed conversions for the quarter ended ~~June 30, 2021~~March 31, 2022 by ~~$20,203,000,~~$2,595,000, or ~~$0.11~~$0.01 per diluted share, and ~~$95,865,000, or $0.50 per diluted share, for the quarter ended June 30, 2020.~~

~~Six Months Ended June 30, 2021 Financial Results Summary~~

Net income attributable to common shareholders for the six months ended June 30, 2021 was $52,128,000, or $0.27 per diluted share, compared to net loss attributable to common shareholders of $192,787,000, or $1.01 per diluted share, for the six months ended June 30, 2020. The six months ended June 30, 2021 and 2020 include certain items that impact the comparability of period to period net income (loss) 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 income attributable to common shareholders for the six months ended June 30, 2021 by $12,878,000, or $0.07 per diluted share, and increased net loss attributable to common shareholders by $220,371,000, or $1.15 per diluted share, for the six months ended June 30, 2020.

decreased FFO attributable to common shareholders plus assumed conversions ~~for the six months ended June 30, 2021 was $271,771,000,~~by $5,952,000, or ~~$1.41 per diluted share, compared to $333,616,000, or $1.75~~$0.03 per diluted share, for the ~~six months~~quarter ended June 30, 2020. FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2021 and 2020 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, 2021 by $14,251,000, or $0.07 per diluted share, and $79,396,000, or $0.42 per diluted share for the six months ended June 30, 2020.March 31, 2021.

~~Overview - continued~~

The following table reconciles the difference between our net income ~~(loss)~~ attributable to common shareholders and our net income ~~(loss)~~ attributable to common shareholders, as adjusted:

(Amounts in thousands) For the Three Months Ended June 30, For the Six Months Ended
June 30,
2021 2020 2021 2020
Certain (income) expense items that impact net income (loss) attributable to common shareholders:
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units $ (22,208) $ (49,005) $ (22,208) $ (108,916)
Hotel Pennsylvania loss (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 4,992 5,133 13,982 17,526
Our share of (income) loss from real estate fund investments (1,639) 6,089 (1,899) 62,247
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 — (70,260) — (70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020 — 6,108 — 13,369
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust common shares (sold on January 23, 2020) — — — 4,938
Other (3,869) 2,019 (3,675) 9,915
(22,724) 205,943 (13,800) 234,678
Noncontrolling interests' share of above adjustments 1,483 (12,556) 922 (14,307)
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders $ (21,241) $ 193,387 $ (12,878) $ 220,371


(Amounts in thousands)	For the Three Months Ended March 31,
	2022		2021
Certain expense (income) items that impact net income attributable to common shareholders:
Hotel Pennsylvania loss	$	8,929	$	8,990
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units	(5,412)		—
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)	3,173		—
Other	(1,100)		(66)
	5,590		8,924
Noncontrolling interests' share of above adjustments	(386)		(561)
Total of certain expense (income) items that impact net income attributable to common shareholders	$	5,204	$	8,363

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)	(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:	Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:									Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units	After-tax net gain on sale of 220 CPS condominium units	$	(22,208)	$	(49,005)	$	(22,208)	$	(108,916)	After-tax net gain on sale of 220 CPS condominium units	$	(5,412)	$	—
Hotel Pennsylvania loss (temporarily closed on April 1, 2020, permanently closed on April 5, 2021)		2,211		2,479		8,439		12,304
Our share of (income) loss from real estate fund investments		(1,639)		6,089		(1,899)		62,247
608 Fifth Avenue non-cash lease liability extinguishment gain		—		(70,260)		—		(70,260)
Credit losses on loans receivable resulting from a new GAAP accounting standard effective January 1, 2020		—		6,108		—		13,369
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)										Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)	3,173		—
Other	Other	381		2,459		764		6,664		Other	(549)		6,351
		(21,255)		(102,130)		(14,904)		(84,592)			(2,788)		6,351
Noncontrolling interests' share of above adjustments	Noncontrolling interests' share of above adjustments	1,052		6,265		653		5,196		Noncontrolling interests' share of above adjustments	193		(399)
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(20,203)	$	(95,865)	$	(14,251)	$	(79,396)	Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net	$	(2,595)	$	5,952

Overview - continued

Same Store Net Operating Income (“NOI”) At Share

The percentage increase ~~(decrease)~~ 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 theMART 555 California Street
Same store NOI at share % increase (decrease):
Three months ended June 30, 2021 compared to June 30, 2020 13.6 % 14.9 % 3.4 % 8.9 %
Six months ended June 30, 2021 compared to June 30, 2020 1.3 % 1.5 % (5.1) % 6.7 %
Same store NOI at share - cash basis % increase (decrease)
Three months ended June 30, 2021 compared to June 30, 2020 0.5 % (0.2) % 9.8 % (0.3) %
Six months ended June 30, 2021 compared to June 30, 2020 (3.6) % (3.7) % (6.8) % 1.6 %


Three months ended March 31, 2022 compared to March 31, 2021	Total		New York		theMART		555 California Street
Same store NOI at share % increase	3.1	%	2.5	%	10.0	%	3.2	%


Same store NOI at share - cash basis % increase	5.8	%	5.0	%	14.6	%	5.3	%

Calculations of same store NOI at share, reconciliations of our net income ~~(loss)~~ 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 Financial Condition and Results of Operations.

~~Overview - continued~~

~~Acquisition~~

~~One Park Avenue~~

Dispositions

220 CPS

During the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, we closed on the sale of ~~three~~one condominium ~~units~~unit at 220 CPS for net proceeds of ~~$72,216,000~~$15,095,000 resulting in a financial statement net gain of ~~$25,272,000~~$6,001,000 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, $3,064,000~~this sale, $589,000 of income tax expense was recognized on our consolidated statements of income. From inception to ~~June 30, 2021,~~March 31, 2022, we have closed on the sale of ~~103~~107 units for net proceeds of ~~$2,941,708,000~~$3,021,991,000 resulting in financial statement net gains of ~~$1,092,209,000.~~$1,123,256,000.

~~Alexander's, Inc. (Alexander's)~~SoHo Properties

On ~~May~~January 13, ~~2021, Alexander's received notice from IKEA Property, Inc.~~2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of ~~its election~~$81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

Center Building (33-00 Northern Boulevard)

On April 27, 2022, we entered into an agreement to ~~exercise its purchase option~~sell the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for ~~$75,000,000 of the Paramus, New Jersey property that it leases. Alexander's anticipates the closing of~~$172,750,000. We expect to close the sale in the ~~fourth~~third quarter of ~~2021. Upon completion~~2022 and recognize a financial statement gain of ~~the sale, we will recognize our approximate $11,350,000 share of the net gain. Alexander's announced that it does not expect to pay a special dividend related to this transaction.~~

~~Financings~~

~~One Park Avenue~~

On February 26, 2021, a joint venture in which we have a 55.0% interest completed a $525,000,000 refinancing of One Park Avenue, a 943,000 square foot Manhattan office building. The interest-only loan bears a rate of LIBOR plus 1.11% (1.18% as of June 30, 2021) and matures in March 2023, with three one-year extension options. We realized net proceeds of $105,000,000. The loan replaces the previous $300,000,000 loan that bore interest at LIBOR plus 1.75% and was scheduled to mature in March 2021.

~~PENN 11~~

~~909Third Avenue~~

~~Unsecured Revolving Credit Facility~~

~~555 California Street~~

On May 10, 2021, we completed a $1.2 billion refinancing of 555 California Street, a three building 1.8 million square foot office campus in San Francisco, in which we own a 70.0% controlling interest.approximately $74,000,000. The interest-only loan bears a rate of LIBOR plus 1.93% in years one through five (2.01% as of June 30, 2021), LIBOR plus 2.18% in year six and LIBOR plus 2.43% in year seven. The loan matures in May 2023, with five one-year extension options (May 2028 as fully extended). We swapped the interest rate on our $840,000,000 share of the loansale is subject to ~~a fixed rate of 2.26% through May 2024. The loan replaces the previous $533,000,000 loan that bore interest at a fixed rate of 5.10% and was scheduled to mature in September 2021.~~

~~Senior Unsecured Notes~~

~~Overview - continued~~

~~Financings - continued~~

~~theMART~~

On May 28, 2021, we repaid the $675,000,000 mortgage loan on theMART, a 3.7 million square foot commercial building in Chicago, with proceeds from our senior unsecured notes offering. The loan bore interest at 2.70% and was scheduled to mature in September 2021.customary closing conditions.

Leasing Activity ~~For The~~for the Three Months Ended ~~June 30, 2021~~March 31, 2022

The leasing activity and related statistics ~~discussed~~ 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.

•~~322,000~~272,000 square feet of New York Office space ~~(292,000~~(236,000 square feet at share) at an initial rent of ~~$85.54~~$81.07 per square foot and a weighted average lease term of ~~8.4~~8.8 years. The changes in the GAAP and cash mark-to-market rent on the ~~218,000~~152,000 square feet of second generation space were ~~negative 6.1%~~positive 6.5% and ~~negative 4.4%~~positive 7.2%, respectively. Tenant improvements and leasing commissions were ~~$13.84~~$12.88 per square foot per annum, or ~~16.2%~~15.9% of initial rent.

•~~18,000~~20,000 square feet of New York Retail space ~~(17,000 square feet~~(all at share) at an initial rent of ~~$108.27~~$171.62 per square foot and a weighted average lease term of ~~13.4~~14.1 years. The ~~18,000~~20,000 square feet was first generation space. Tenant improvements and leasing commissions were ~~$8.60~~$14.01 per square foot per annum, or ~~7.9%~~8.2% of initial rent.

•~~114,000~~149,000 square feet at theMART (all at share) at an initial rent of ~~$50.30~~$49.79 per square foot and a weighted average lease term of ~~6.5~~8.2 years. The changes in the GAAP and cash mark-to-market rent on the ~~111,000~~133,000 square feet of second generation space were negative ~~1.9%~~7.4% and ~~positive 3.4%~~negative 4.5%, respectively. Tenant improvements and leasing commissions were ~~$2.29~~$12.00 per square foot per annum, or ~~4.6%~~24.1% of initial rent.

•~~51,000~~56,000 square feet at 555 California ~~Street (35,000~~(39,000 square feet at share) at an initial rent of ~~$114.31~~$91.49 per square foot and a weighted average lease term of ~~4.3~~6.8 years. The changes in the GAAP and cash mark-to-market rent on the ~~35,000~~34,000 square feet of second generation space were positive ~~38.5%~~56.4% and positive ~~36.7%~~19.8%, respectively. Tenant improvements and leasing commissions were ~~$2.84~~$12.50 per square foot per annum, or ~~2.5% of initial rent.~~

~~Leasing Activity For The Six Months Ended June 30, 2021~~

•530,000 square feet of New York Office space (439,000 square feet at share) at an initial rent of $83.46 per square foot and a weighted average lease term of 10.8 years. The changes in the GAAP and cash mark-to-market rent on the 272,000 square feet of second generation space were negative 4.5% and negative 3.6% respectively. Tenant improvements and leasing commissions were $12.19 per square foot per annum, or 14.6% of initial rent.

•64,000 square feet of New York Retail space (53,000 square feet at share) at an initial rent of $207.84 per square foot and a weighted average lease term of 10.4 years. The changes in the GAAP and cash mark-to-market rent on the 12,000 square feet of second generation space were positive 32.2% and positive 9.4%, respectively. Tenant improvements and leasing commissions were $12.91 per square foot per annum, or 6.2% of initial rent.

•199,000 square feet at theMART (all at share) at an initial rent of $51.35 per square foot and a weighted average lease term of 5.1 years. The changes in the GAAP and cash mark-to-market rent on the 194,000 square feet of second generation space were negative 3.0% and positive 0.7%, respectively. Tenant improvements and leasing commissions were $2.43 per square foot per annum, or 4.7% of initial rent.

•51,000 square feet at 555 California Street (36,000 square feet at share) at an initial rent of $115.12 per square foot and a weighted average lease term of 4.3 years. The changes in the GAAP and cash mark-to-market rent on the 36,000 square feet of second generation space were positive 37.1% and positive 35.3%, respectively. Tenant improvements and leasing commissions were $2.83 per square foot per annum, or 2.5%13.7% of initial rent.

5345

Overview - continued

Square Footage (in service) and Occupancy as of ~~June 30, 2021~~March 31, 2022


(Square feet in thousands)	(Square feet in thousands)		Square Feet (in service)					(Square feet in thousands)			Square Feet (in service)
		Number of Properties	Total Portfolio	Our Share	Occupancy %				Number of Properties		Total Portfolio	Our Share	Occupancy %
New York:	New York:							New York:
Office	Office	33	18,542	15,509	91.1	%		Office	32	(1)	19,462	16,767	92.1	%
Retail (includes retail properties that are in the base of our office properties)	Retail (includes retail properties that are in the base of our office properties)	65	2,225	1,748	77.3	%		Retail (includes retail properties that are in the base of our office properties)	58	(1)	2,213	1,781	80.4	%
Residential - 1,994 units(1)		9	1,523	791	92.1	%	(1)
Residential - 1,983 units(2)								Residential - 1,983 units(2)	7	(1)	1,510	777	96.4	%	(2)
Alexander's	Alexander's	7	2,219	719	95.2	%	(1)	Alexander's	6		2,218	719	96.2	%	(2)

			24,509	18,767	90.0	%					25,403	20,044	91.2	%
Other:	Other:							Other:
theMART	theMART	4	3,692	3,683	89.1	%		theMART	4		3,635	3,626	88.9	%
555 California Street	555 California Street	3	1,740	1,219	97.8	%		555 California Street	3		1,818	1,273	94.2	%
Other	Other	11	2,489	1,154	92.5	%		Other	11		2,489	1,154	92.9	%
			7,921	6,056							7,942	6,053

Total square feet as of June 30, 2021			32,430	24,823
Total square feet as of March 31, 2022								Total square feet as of March 31, 2022			33,345	26,097

____________________

See ~~note~~notes below.

Square Footage (in service) and Occupancy as of December 31, ~~2020~~2021


(Square feet in thousands)	(Square feet in thousands)		Square Feet (in service)					(Square feet in thousands)			Square Feet (in service)
		Number of properties	Total Portfolio	Our Share	Occupancy %				Number of properties		Total Portfolio	Our Share	Occupancy %
New York:	New York:							New York:
Office	Office	33	18,361	15,413	93.4	%		Office	32	(1)	19,442	16,757	92.2	%
Retail (includes retail properties that are in the base of our office properties)	Retail (includes retail properties that are in the base of our office properties)	65	2,275	1,805	78.8	%		Retail (includes retail properties that are in the base of our office properties)	60	(1)	2,267	1,825	80.7	%
Residential - 1,995 units(1)		9	1,526	793	84.9	%	(1)
Residential - 1,986 units(2)								Residential - 1,986 units(2)	8	(1)	1,518	785	96.4	%	(2)
Alexander's	Alexander's	7	2,366	766	98.5	%	(1)	Alexander's	6		2,218	719	95.6	%	(2)

			24,528	18,777	92.2	%					25,445	20,086	91.3	%
Other:	Other:							Other:
theMART	theMART	4	3,692	3,683	89.5	%		theMART	4		3,692	3,683	88.9	%
555 California Street	555 California Street	3	1,741	1,218	98.4	%		555 California Street	3		1,818	1,273	93.8	%
Other	Other	11	2,489	1,154	92.8	%		Other	11		2,489	1,154	92.8	%
			7,922	6,055							7,999	6,110

Total square feet as of December 31, 2020			32,450	24,832
Total square feet as of December 31, 2021								Total square feet as of December 31, 2021			33,444	26,196

____________________

(1)Reflects the Office, Retail and Residential space within our 75 and 77 total New York properties as of March 31, 2022 and December 31, 2021, respectively.

(2)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and occupancy.

Critical Accounting ~~Policies~~Estimates

A summary of our critical accounting policies and estimates used in the preparation of our consolidated financial statements is included in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, there were no material changes to these policies.

Recently Issued Accounting Literature

Refer to Note 43 - 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.

5446

NOI At Share by Segment for the Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

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.~~

Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30, 2021						(Amounts in thousands)	For the Three Months Ended March 31, 2022
		Total		New York		Other			Total		New York		Other
Total revenues	Total revenues	$	378,941	$	301,144	$	77,797	Total revenues	$	442,130	$	358,548	$	83,582
Operating expenses	Operating expenses	(190,920)		(156,033)		(34,887)		Operating expenses	(216,529)		(177,535)		(38,994)
NOI - consolidated	NOI - consolidated	188,021		145,111		42,910		NOI - consolidated	225,601		181,013		44,588
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(15,689)		(8,473)		(7,216)		Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(20,035)		(13,310)		(6,725)
Add: NOI from partially owned entities	Add: NOI from partially owned entities	77,235		74,400		2,835		Add: NOI from partially owned entities	78,692		75,964		2,728
NOI at share	NOI at share	249,567		211,038		38,529		NOI at share	284,258		243,667		40,591
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	846		541		305		Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(3,130)		(3,975)		845
NOI at share - cash basis	NOI at share - cash basis	$	250,413	$	211,579	$	38,834	NOI at share - cash basis	$	281,128	$	239,692	$	41,436


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30, 2020						(Amounts in thousands)	For the Three Months Ended March 31, 2021
		Total		New York		Other			Total		New York		Other
Total revenues	Total revenues	$	343,026	$	270,628	$	72,398	Total revenues	$	379,977	$	303,971	$	76,006
Operating expenses	Operating expenses	(174,425)		(140,207)		(34,218)		Operating expenses	(190,979)		(160,985)		(29,994)
NOI - consolidated	NOI - consolidated	168,601		130,421		38,180		NOI - consolidated	188,998		142,986		46,012
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(15,448)		(8,504)		(6,944)		Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(17,646)		(8,621)		(9,025)
Add: NOI from partially owned entities	Add: NOI from partially owned entities	69,487		67,051		2,436		Add: NOI from partially owned entities	78,756		76,773		1,983
NOI at share	NOI at share	222,640		188,968		33,672		NOI at share	250,108		211,138		38,970
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	34,190		32,943		1,247		Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(1,198)		(973)		(225)
NOI at share - cash basis	NOI at share - cash basis	$	256,830	$	221,911	$	34,919	NOI at share - cash basis	$	248,910	$	210,165	$	38,745

5547

NOI At Share by Segment for the Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ - continued

The elements of our New York and Other NOI at share for the three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ are summarized below.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
New York:	New York:					New York:
Office~~(1)~~	Office~~(1)~~	$	164,050	$	161,444	Office~~(1)~~	$	177,809	$	166,635
Retail~~(2)~~	Retail~~(2)~~	39,213		21,841		Retail~~(2)~~	52,105		36,702
Residential	Residential	4,239		5,868		Residential	4,774		4,456
Alexander's	Alexander's	9,069		8,331		Alexander's	8,979		10,489
Hotel Pennsylvania(1)	Hotel Pennsylvania(1)	(5,533)		(8,516)		Hotel Pennsylvania(1)	—		(7,144)
Total New York	Total New York	211,038		188,968		Total New York	243,667		211,138

Other:	Other:					Other:
theMART	theMART	18,412		17,803		theMART	19,914		18,107
555 California Street	555 California Street	16,038		14,837		555 California Street	16,235		16,064
Other investments	Other investments	4,079		1,032		Other investments	4,442		4,799
Total Other	Total Other	38,529		33,672		Total Other	40,591		38,970

NOI at share	NOI at share	$	249,567	$	222,640	NOI at share	$	284,258	$	250,108

___________________

~~(1)~~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)~~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.See note below.

The elements of our New York and Other NOI at share - cash basis for the three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ are summarized below.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
New York:	New York:					New York:
Office~~(1)~~	Office~~(1)~~	$	167,322	$	175,438	Office~~(1)~~	$	177,827	$	167,096
Retail~~(2)~~	Retail~~(2)~~	36,214		38,913		Retail~~(2)~~	47,393		34,876
Residential	Residential	3,751		5,504		Residential	4,689		4,011
Alexander's	Alexander's	9,848		10,581		Alexander's	9,783		11,349
Hotel Pennsylvania(1)	Hotel Pennsylvania(1)	(5,556)		(8,525)		Hotel Pennsylvania(1)	—		(7,167)
Total New York	Total New York	211,579		221,911		Total New York	239,692		210,165

Other:	Other:					Other:
theMART	theMART	19,501		17,765		theMART	20,436		17,840
555 California Street	555 California Street	14,952		15,005		555 California Street	16,360		15,855
Other investments	Other investments	4,381		2,149		Other investments	4,640		5,050
Total Other	Total Other	38,834		34,919		Total Other	41,436		38,745

NOI at share - cash basis	NOI at share - cash basis	$	250,413	$	256,830	NOI at share - cash basis	$	281,128	$	248,910

___________________

(1)~~2020 includes $940~~On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of ~~write-offs~~2021, we commenced capitalization of ~~tenant receivables deemed uncollectible.~~carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

~~(2)~~

~~2020 includes $6,731 of write-offs of tenant receivables deemed uncollectible.~~

5648

Reconciliation of Net Income ~~(Loss)~~ to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Below is a reconciliation of net income ~~(loss)~~ to NOI at share and NOI at share - cash basis for the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
Net income (loss)		$	76,832	$	(217,352)
Net income						Net income	$	53,375	$	26,993
Depreciation and amortization expense	Depreciation and amortization expense	89,777		92,805		Depreciation and amortization expense	117,443		95,354
General and administrative expense	General and administrative expense	30,602		35,014		General and administrative expense	41,216		44,186
Transaction related costs and other (lease liability extinguishment gain)		106		(69,221)
(Income) loss from partially owned entities		(31,426)		291,873
Transaction related costs and other						Transaction related costs and other	1,005		843
Income from partially owned entities						Income from partially owned entities	(33,714)		(29,073)
(Income) loss from real estate fund investments	(Income) loss from real estate fund investments	(5,342)		28,042		(Income) loss from real estate fund investments	(5,674)		169
Interest and other investment (income) loss, net		(1,539)		2,893
Interest and other investment income, net						Interest and other investment income, net	(1,018)		(1,522)
Interest and debt expense	Interest and debt expense	51,894		58,405		Interest and debt expense	52,109		50,064

Net gains on disposition of wholly owned and partially owned assets	Net gains on disposition of wholly owned and partially owned assets	(25,724)		(55,695)		Net gains on disposition of wholly owned and partially owned assets	(6,552)		—
Income tax expense	Income tax expense	2,841		1,837		Income tax expense	7,411		1,984

NOI from partially owned entities	NOI from partially owned entities	77,235		69,487		NOI from partially owned entities	78,692		78,756
NOI attributable to noncontrolling interests in consolidated subsidiaries	NOI attributable to noncontrolling interests in consolidated subsidiaries	(15,689)		(15,448)		NOI attributable to noncontrolling interests in consolidated subsidiaries	(20,035)		(17,646)
NOI at share	NOI at share	249,567		222,640		NOI at share	284,258		250,108
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	846		34,190		Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(3,130)		(1,198)
NOI at share - cash basis	NOI at share - cash basis	$	250,413	$	256,830	NOI at share - cash basis	$	281,128	$	248,910

NOI At Share by Region


		For the Three Months Ended June 30,					For the Three Months Ended March 31,
		2021		2020			2022		2021
Region:	Region:					Region:
New York City metropolitan area	New York City metropolitan area	86	%	85	%	New York City metropolitan area	87	%	86	%
Chicago, IL	Chicago, IL	7	%	8	%	Chicago, IL	7	%	7	%
San Francisco, CA	San Francisco, CA	7	%	7	%	San Francisco, CA	6	%	7	%
		100	%	100	%		100	%	100	%

5749

Results of Operations – Three Months Ended March 31, 2022 Compared to March 31, 2021

Revenues

Our revenues were $442,130,000 for the three months ended March 31, 2022 compared to $379,977,000 for the prior year’s quarter, an increase of $62,153,000. Below are the details of the increase by segment:


(Amounts in thousands)	Total		New York		Other
Increase (decrease) due to:
Rental revenues:
Acquisitions, dispositions and other	$	9,419	$	9,419	$	—
Development and redevelopment	22,710		22,710		—

Trade shows(1)	5,144		—		5,144

Same store operations	20,693		20,016		677
	57,966		52,145		5,821




Fee and other income:
BMS cleaning fees	4,214		4,763		(549)
Management and leasing fees	(2,600)		(2,555)		(45)

Other income	2,573		224		2,349
	4,187		2,432		1,755

Total increase in revenues	$	62,153	$	54,577	$	7,576

_______________

See notes below.

Expenses

Our expenses were $374,249,000 for the three months ended March 31, 2022, compared to $334,607,000 for the prior year’s quarter, an increase of $39,642,000. Below are the details of the increase by segment:


(Amounts in thousands)	Total		New York		Other
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other	$	2,430	$	2,430	$	—
Development and redevelopment	5,661		5,336		325
Non-reimbursable expenses	5,724		5,460		264
Trade shows(1)	1,996		—		1,996
Hotel Pennsylvania(2)	(7,367)		(7,367)		—
BMS expenses	4,720		5,270		(550)

Same store operations	12,386		5,421		6,965
	25,550		16,550		9,000
Depreciation and amortization:
Acquisitions, dispositions and other	11,481		11,481		—
Development and redevelopment	12,299		12,299		—

Same store operations	(1,691)		(2,298)		607
	22,089		21,482		607

General and administrative	(2,970)		(2,078)		(892)

Benefit from deferred compensation plan liability	(5,189)		—		(5,189)

Transaction related costs and other	162		575		(413)

Total increase in expenses	$	39,642	$	36,529	$	3,113

______________________

(1)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic and resumed in the third quarter of 2021.

(2)On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.

Results of Operations – Three Months Ended ~~June 30, 2021~~March 31, 2022 Compared to ~~June 30, 2020~~

~~Revenues~~

~~Our revenues were $378,941,000 for the three months ended June 30,~~March 31, 2021 ~~compared to $343,026,000 for the prior year’s quarter, an increase of $35,915,000. Below are the details of the increase by segment:~~

(Amounts in thousands) Total New York Other
(Decrease) increase due to:
Rental revenues:
Acquisitions, dispositions and other $ (6,496) $ (6,345) $ (151)
Development and redevelopment (2,191) (2,191) —
Hotel Pennsylvania 74 74 —
Trade shows — — —
Same store operations 33,015 29,694 3,321
24,402 21,232 3,170
Fee and other income:
BMS cleaning fees 6,968 7,195 (227)
Management and leasing fees 1,236 1,387 (151)
Other income 3,309 702 2,607
11,513 9,284 2,229
Total increase in revenues $ 35,915 $ 30,516 $ 5,399

~~Expenses~~

Our expenses were $314,783,000 for the three months ended June 30, 2021, compared to $239,379,000 for the prior year’s quarter, an increase of $75,404,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands) Total New York Other
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other $ 1,710 $ 1,710 $ —
Development and redevelopment (1,259) (1,259) —
Non-reimbursable expenses 759 1,339 (580)
Hotel Pennsylvania (2,354) (2,354) —
Trade shows (1,905) — (1,905)
BMS expenses 4,530 4,757 (227)
Same store operations 15,014 11,633 3,381
16,495 15,826 669
Depreciation and amortization:
Acquisitions, dispositions and other 86 86 —
Development and redevelopment (1,289) (1,289) —
Same store operations (1,825) (548) (1,277)
(3,028) (1,751) (1,277)
General and administrative (4,412) (1) (849) (3,563)
Benefit from deferred compensation plan liability (2,978) — (2,978)
(Transaction related costs and other) lease liability extinguishment gain 69,327 69,879 (2) (552)
Total increase (decrease) in expenses $ 75,404 $ 83,105 $ (7,701)

~~______________________~~

~~(1)Primarily due to the overhead reduction program previously announced in December 2020.~~

~~(2)Primarily due to $70,260 of lease liability extinguishment gain related to 608 Fifth Avenue recognized in the second quarter of 2020.~~

~~Results of Operations – Three Months Ended June 30, 2021 Compared to June 30, 2020~~ - continued

Income ~~(Loss)~~ from Partially Owned Entities

Below are the components of income ~~(loss)~~ from partially owned ~~entities for the three months ended June 30, 2021 and 2020.~~entities.


(Amounts in thousands)	(Amounts in thousands)	Percentage Ownership at June 30, 2021		For the Three Months Ended June 30,					(Amounts in thousands)	Percentage Ownership at March 31, 2022		For the Three Months Ended March 31,
			2021			2020					2022			2021
Our share of net income (loss):
Our share of net income:									Our share of net income:
Fifth Avenue and Times Square JV:	Fifth Avenue and Times Square JV:								Fifth Avenue and Times Square JV:
Equity in net income~~(1)~~	Equity in net income~~(1)~~	51.5%		$	10,037		$	441	Equity in net income~~(1)~~	51.5%		$	16,309		$	9,606
Return on preferred equity, net of our share of the expense	Return on preferred equity, net of our share of the expense			9,329			9,330		Return on preferred equity, net of our share of the expense			9,226			9,226
Non-cash impairment loss				—			(306,326)

				19,366			(296,555)					25,535			18,832
Alexander's~~(2)~~	Alexander's~~(2)~~	32.4%		10,287			5,151		Alexander's~~(2)~~	32.4%		5,691			6,304
Partially owned office buildings~~(3)~~(1)	Partially owned office buildings~~(3)~~(1)	Various		3,758			810		Partially owned office buildings~~(3)~~(1)	Various		2,477			5,972
Other investments~~(4)~~(2)	Other investments~~(4)~~(2)			(1,985)			(1,279)		Other investments~~(4)~~(2)			11			(2,035)
				$	31,426		$	(291,873)				$	33,714		$	29,073

____________________

(1)~~2020 includes $4,737 of write-offs of lease receivables deemed uncollectible.~~

~~(2)~~On June 4, 2021, Alexander's completed the sale of a parcel of land in the Bronx, New York for $10,000. As a result of the sale, we recognized our $2,956 share of the net gain and also received a $300 sales commission from Alexander's.

~~(3)~~Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.

~~(4)~~(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.

Income ~~(Loss)~~ from Real Estate Fund Investments

Below ~~are~~is a summary of income from the ~~components of~~Fund and the ~~income (loss) from our real estate fund investments for the three months ended June 30, 2021 and 2020.~~Crowne Plaza joint venture.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
Net investment income (loss)		$	5,637	$	(366)
Net unrealized loss on held investments		(295)		(27,676)
Net unrealized income (loss) on held investments						Net unrealized income (loss) on held investments	$	5,672	$	(494)

Net investment income						Net investment income	2		325
Income (loss) from real estate fund investments	Income (loss) from real estate fund investments	5,342		(28,042)		Income (loss) from real estate fund investments	5,674		(169)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries	Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries	(3,703)		21,953		Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries	(3,964)		429
Income (loss) from real estate fund investments net of noncontrolling interests in consolidated subsidiaries		$	1,639	$	(6,089)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries						Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries	$	1,710	$	260

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

~~Below are~~The following table sets forth the ~~components~~details of interest and other investment income, ~~(loss), net for the three months ended June 30, 2021 and 2020.~~net.


(Amounts in thousands)	(Amounts in thousands)	For the Three Months Ended June 30,				(Amounts in thousands)	For the Three Months Ended March 31,
		2021		2020			2022		2021
Interest on loans receivable	Interest on loans receivable	$	558	$	810	Interest on loans receivable	$	825	$	560
Amortization of discount on investments in U.S. Treasury bills						Amortization of discount on investments in U.S. Treasury bills	129		—
Interest on cash and cash equivalents and restricted cash	Interest on cash and cash equivalents and restricted cash	78		1,498		Interest on cash and cash equivalents and restricted cash	64		62
Credit losses on loans receivable		—		(6,108)
Other, net						Other, net	—		900
							$	1,018	$	1,522
Other, net		903		907
Total		$	1,539	$	(2,893)

~~Results of Operations – Three Months Ended June 30, 2021 Compared to June 30, 2020 - continued~~

Interest and Debt Expense

Interest and debt expense for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$51,894,000~~$52,109,000 compared to ~~$58,405,000~~$50,064,000 for the prior year’s quarter, ~~a decrease~~an increase of ~~$6,511,000.~~$2,045,000. This was primarily due to ~~(i) $2,903,000~~$6,747,000 of lower capitalized interest and debt expense, partially offset by $3,958,000 of lower interest expense ~~due to lower variable rates on certain mortgage loans that were previously swapped to higher fixed rates under interest rate swap arrangements that expired~~ in ~~2020, (ii) $2,182,000~~connection with the refinancing of ~~lower interest expense resulting from lower average interest rates on our variable rate loans, and (iii) $1,333,000~~1290 Avenue of ~~higher capitalized interest and debt expense.~~the Americas.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

Net gains on disposition of wholly owned and partially owned assets for the three months ended ~~June 30, 2021~~March 31, 2022 were~~$25,724,000 compared to $55,695,000 for~~ $6,552,000, comprised of $6,001,000 from the ~~prior year's quarter, a decrease of $29,971,000. This resulted from lower net gains on~~ sale of one 220 CPS condominium ~~units.~~unit and $551,000 from the sale of two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street.

Income Tax Expense

Income tax expense for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$2,841,000~~$7,411,000 compared to ~~$1,837,000~~$1,984,000 for the prior year’s quarter, an increase of ~~$1,004,000.~~$5,427,000. This was primarily ~~attributable~~due to an increase in the deferred tax liability on our investment in Farley Office and Retail and higher income tax expense from ~~our taxable REIT subsidiaries.~~the sale of one 220 CPS condominium unit.

Results of Operations – Three Months Ended March 31, 2022 Compared to March 31, 2021 - continued

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

Net income attributable to noncontrolling interests in consolidated subsidiaries was ~~$8,784,000~~$9,374,000 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~a loss of $17,768,000~~$6,114,000 for the prior year’s quarter, an increase of ~~$26,552,000.~~$3,260,000. This resulted primarily from ~~a decrease~~an increase in net ~~loss~~income allocated to the noncontrolling interests of our real estate fund investments.

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

Net income attributable to noncontrolling interests in the Operating Partnership was ~~$3,536,000~~$1,994,000 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~a loss of $14,364,000~~$329,000 for the prior year’s quarter, an increase of ~~$17,900,000.~~$1,665,000. This resulted primarily from higher net income subject to allocation to unitholders.

~~Preferred Share Dividends of Vornado Realty Trust~~

Preferred share dividends were $16,467,000 for the three months ended June 30, 2021, compared to $12,530,000 for the prior year’s quarter, an increase of $3,937,000 due to the issuance of 5.25% Series N cumulative redeemable preferred shares in November 2020.

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

Preferred unit distributions were $16,508,000 for the three months ended June 30, 2021, compared to $12,571,000 for the prior year’s quarter, an increase of $3,937,000 due to the issuance of 5.25% Series N cumulative redeemable preferred units in November 2020.

~~Results of Operations – Three Months Ended June 30, 2021 Compared to June 30, 2020 - 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 June 30, 2021 compared to June 30, 2020.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the three months ended June 30, 2021 $ 249,567 $ 211,038 $ 18,412 $ 16,038 $ 4,079
Less NOI at share from:
Development properties (7,773) (7,773) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 5,533 5,533 — — —
Other non-same store income, net (5,074) (995) — — (4,079)
Same store NOI at share for the three months ended June 30, 2021 $ 242,253 $ 207,803 $ 18,412 $ 16,038 $ —
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 (7,578) (7,578) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 8,516 8,516 — — —
Other non-same store income, net (10,261) (9,120) — (109) (1,032)
Same store NOI at share for the three months ended June 30, 2020 $ 213,317 $ 180,786 $ 17,803 $ 14,728 $ —
Increase in same store NOI at share $ 28,936 $ 27,017 $ 609 $ 1,310 $ —
% increase in same store NOI at share 13.6 % 14.9 % 3.4 % 8.9 % — %

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended June 30, 2021 compared to June 30, 2020.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended June 30, 2021 $ 250,413 $ 211,579 $ 19,501 $ 14,952 $ 4,381
Less NOI at share - cash basis from:
Development properties (7,465) (7,465) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 5,556 5,556 — — —
Other non-same store income, net (5,488) (1,107) — — (4,381)
Same store NOI at share - cash basis for the three months ended June 30, 2021 $ 243,016 $ 208,563 $ 19,501 $ 14,952 $ —
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 (9,623) (9,623) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 8,525 8,525 — — —
Other non-same store income, net (14,021) (11,869) — (3) (2,149)
Same store NOI at share - cash basis for the three months ended June 30, 2020 $ 241,711 $ 208,944 $ 17,765 $ 15,002 $ —
Increase (decrease) in same store NOI at share - cash basis $ 1,305 $ (381) $ 1,736 $ (50) $ —
% increase (decrease) in same store NOI at share - cash basis 0.5 % (0.2) % 9.8 % (0.3) % — %

~~NOI At Share by Segment for the Six Months Ended June 30, 2021 and 2020~~

~~Below is a summary of NOI at share and NOI at share - cash basisby segment for the six months ended June 30, 2021 and 2020.~~

(Amounts in thousands) For the Six Months Ended June 30, 2021
Total New York Other
Total revenues $ 758,918 $ 605,115 $ 153,803
Operating expenses (381,899) (317,018) (64,881)
NOI - consolidated 377,019 288,097 88,922
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (33,335) (17,094) (16,241)
Add: NOI from partially owned entities 155,991 151,173 4,818
NOI at share 499,675 422,176 77,499
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (352) (432) 80
NOI at share - cash basis $ 499,323 $ 421,744 $ 77,579

(Amounts in thousands) For the 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 - consolidated 383,126 303,005 80,121
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries (30,941) (16,937) (14,004)
Add: NOI from partially owned entities 151,368 145,459 5,909
NOI at share 503,553 431,527 72,026
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 37,266 34,049 3,217
NOI at share - cash basis $ 540,819 $ 465,576 $ 75,243

~~NOI At Share by Segment for the Six Months Ended June 30, 2021 and 2020- continued~~

~~The elements of our New York and Other NOI at share for the six months ended June 30, 2021 and 2020 are summarized below.~~

(Amounts in thousands) For the Six Months Ended June 30,
2021 2020
New York:
Office(1)
$ 330,685 $ 344,649
Retail(2)
75,915 73,859
Residential 8,695 12,068
Alexander's 19,558 18,823
Hotel Pennsylvania (12,677) (17,872)
Total New York 422,176 431,527
Other:
theMART 36,519 38,916
555 California Street 32,102 30,068
Other investments 8,878 3,042
Total Other 77,499 72,026
NOI at share $ 499,675 $ 503,553

~~___________________~~

~~The elements of our New York and Other NOI at share - cash basis for the six months ended June 30, 2021 and 2020 are summarized below.~~

(Amounts in thousands) For the Six Months Ended June 30,
2021 2020
New York:
Office(1)
$ 334,418 $ 362,473
Retail(2)
71,090 87,954
Residential 7,762 11,363
Alexander's 21,197 21,675
Hotel Pennsylvania (12,723) (17,889)
Total New York 421,744 465,576
Other:
theMART 37,341 40,470
555 California Street 30,807 30,440
Other investments 9,431 4,333
Total Other 77,579 75,243
NOI at share - cash basis $ 499,323 $ 540,819

~~___________________~~

~~(1)2020 includes $940 of write-offs of tenant receivables deemed uncollectible.~~

~~(2)2020 includes $6,731 of write-offs of tenant receivables deemed uncollectible.~~

~~Reconciliation of Net Income (Loss) to NOI At Share for the Six Months Ended June 30, 2021 and 2020~~

~~Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the six months ended June 30, 2021 and 2020.~~

(Amounts in thousands) For the Six Months Ended June 30,
2021 2020
Net income (loss) $ 103,825 $ (321,855)
Depreciation and amortization expense 185,131 185,598
General and administrative expense 74,788 87,848
Transaction related costs and other (lease liability extinguishment gain) 949 (69,150)
(Income) loss from partially owned entities (60,499) 272,770
(Income) loss from real estate fund investments (5,173) 211,505
Interest and other investment (income) loss, net (3,061) 8,797
Interest and debt expense 101,958 117,247
Net gains on disposition of wholly owned and partially owned assets (25,724) (124,284)
Income tax expense 4,825 14,650
NOI from partially owned entities 155,991 151,368
NOI attributable to noncontrolling interests in consolidated subsidiaries (33,335) (30,941)
NOI at share 499,675 503,553
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other (352) 37,266
NOI at share - cash basis $ 499,323 $ 540,819

~~NOI At Share by Region~~

For the Six Months Ended June 30,
2021 2020
Region:
New York City metropolitan area 86 % 86 %
Chicago, IL 7 % 8 %
San Francisco, CA 7 % 6 %
100 % 100 %

~~Results of Operations – Six Months Ended June 30, 2021 Compared to June 30, 2020~~

~~Revenues~~

Our revenues were $758,918,000 for the six months ended June 30, 2021, compared to $787,558,000 for the prior year’s six months, a decrease of $28,640,000. Below are the details of the decrease by segment:

(Amounts in thousands) Total New York Other
(Decrease) increase due to:
Rental revenues:
Acquisitions, dispositions and other $ (13,364) $ (13,356) $ (8)
Development and redevelopment (14,762) (14,762) —
Hotel Pennsylvania(1)
(9,444) (9,444) —
Trade shows(2)
(11,303) — (11,303)
Same store operations 11,318 10,761 557
(37,555) (26,801) (10,754)
Fee and other income:
BMS cleaning fees 2,979 2,714 265
Management and leasing fees 3,738 4,035 (297)
Other income 2,198 (1,076) 3,274
8,915 5,673 3,242
Total decrease in revenues $ (28,640) $ (21,128) $ (7,512)
~~___________~~

~~See notes below.~~

~~Expenses~~

Our expenses were $649,390,000 for the six months ended June 30, 2021, compared to $603,839,000 for the prior year’s six months, an increase of $45,551,000. Below are the details of the increase (decrease) by segment:

(Amounts in thousands) Total New York Other
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other $ 440 $ 440 $ —
Development and redevelopment (8,035) (8,035) —
Non-reimbursable expenses 3,491 3,623 (132)
Hotel Pennsylvania(1)
(14,084) (14,084) —
Trade shows(2)
(12,774) — (12,774)
BMS expenses 179 (86) 265
Same store operations 8,250 11,922 (3,672)
(22,533) (6,220) (16,313)
Depreciation and amortization:
Acquisitions, dispositions and other 122 122 —
Development and redevelopment (5,582) (5,582) —
Same store operations 4,993 6,649 (1,656)
(467) 1,189 (1,656)
General and administrative (13,060) (3) (4,025) (9,035)
Expense from deferred compensation plan liability 11,512 — 11,512
(Transaction related costs and other) lease liability extinguishment gain 70,099 69,879 (4) 220
Total increase (decrease) in expenses $ 45,551 $ 60,823 $ (15,272)

~~___________________~~

~~(1)We temporarily closed the Hotel Pennsylvania on April 1, 2020 and on April 5, 2021, we announced that we permanently closed the hotel.~~

~~(2)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic.~~

~~(3)Primarily due to the overhead reduction program previously announced in December 2020.~~

~~(4)Primarily due to $70,260 of lease liability extinguishment gain related to 608 Fifth Avenue recognized in the second quarter of 2020.~~

~~Results of Operations – Six Months Ended June 30, 2021 Compared to June 30, 2020- continued~~

~~Income (Loss) from Partially Owned Entities~~

~~Below are the components of income (loss) from partially owned entities for the six months ended June 30, 2021 and 2020.~~

(Amounts in thousands) Percentage Ownership at June 30, 2021 For the Six Months Ended June 30,
2021 2020
Our share of net income (loss):
Fifth Avenue and Times Square JV:
Equity in net income(1)
51.5% $ 19,643 $ 5,937
Return on preferred equity, net of our share of the expense 18,555 18,496
Non-cash impairment loss — (306,326)
38,198 (281,893)
Alexander's(2)
32.4% 16,591 7,827
Partially owned office buildings(3)
Various 9,730 2,132
Other investments(4)
(4,020) (836)
$ 60,499 $ (272,770)

~~_____________________~~

~~(1)2020 includes $4,737 of write-offs of lease receivables deemed uncollectible during the second quarter of 2020.~~

~~(3)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.~~

~~(4)Includes interests in Independence Plaza, Rosslyn Plaza and others.~~

~~Income (Loss) from Real Estate Fund Investments~~

~~Below are the components of income (loss) from our real estate fund investments for the six months ended June 30, 2021 and 2020.~~

(Amounts in thousands) For the Six Months Ended June 30,
2021 2020
Net investment income (loss) $ 5,962 $ (309)
Net unrealized loss on held investments (789) (211,196)
Income (loss) from real estate fund investments 5,173 (211,505)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries (3,274) 149,258
Income (loss) from real estate fund investments net of noncontrolling interests in consolidated subsidiaries $ 1,899 $ (62,247)

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

~~Below are the components of interest and other investment income (loss), net for the six months ended June 30, 2021 and 2020.~~

(Amounts in thousands) For the Six Months Ended June 30,
2021 2020
Interest on loans receivable $ 1,118 $ 2,236
Interest on cash and cash equivalents and restricted cash 140 5,464
Credit losses on loans receivable — (13,369)
Market-to-market decrease in the fair value of marketable security (sold on January 23, 2020) — (4,938)
Other, net 1,803 1,810
$ 3,061 $ (8,797)

~~Results of Operations – Six Months Ended June 30, 2021 Compared to June 30, 2020- continued~~

~~Interest and Debt Expense~~

Interest and debt expense was $101,958,000 for the six months ended June 30, 2021, compared to $117,247,000 for the prior year’s six months, a decrease of $15,289,000. This was primarily due to (i) $8,771,000 of lower interest expense resulting from lower average interest rates on our variable rate loans and (ii) $6,243,000 of lower interest expense due to lower variable rates on certain mortgage loans that were previously swapped to higher fixed rates under interest rate swap arrangements that expired in 2020.

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

Net gains on disposition of wholly owned and partially owned assets for the six months ended June 30, 2021 were $25,724,000 compared to $124,284,000 for the prior year's six months, a decrease of $98,560,000. This resulted from lower net gains on sale of 220 CPS condominium units.

~~Income Tax Expense~~

Income tax expense for the six months ended June 30, 2021 was $4,825,000 compared to $14,650,000 for the prior year’s six months, a decrease of $9,825,000. This was primarily due to lower income tax expense from the sale of 220 CPS condominium units.

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

Net income attributable to noncontrolling interests in consolidated subsidiaries was $14,898,000 for the six months ended June 30, 2021, compared to a loss of $140,155,000 for the prior year’s six months, an increase in income of $155,053,000. This resulted primarily from a decrease in net loss allocated to the noncontrolling interests of our real estate fund investments.

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

Net income attributable to noncontrolling interests in the Operating Partnership was $3,865,000 for the six months ended June 30, 2021, compared to a loss of $13,974,000 for the prior year’s six months, an increase of $17,839,000. This resulted primarily from higher net income subject to allocation to Class A unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were ~~$32,934,000~~$15,529,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$25,061,000~~$16,467,000 for the prior year’s ~~six months, an increase~~quarter, a decrease of ~~$7,873,000 due to the issuance of 5.25% Series N cumulative redeemable preferred shares in November 2020.~~$938,000.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were ~~$33,016,000~~$15,558,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$25,143,000~~$16,508,000 for the prior year’s ~~six months, an increase~~quarter, a decrease of ~~$7,873,000 due to the issuance of 5.25% Series N cumulative redeemable preferred units in November 2020.~~ $950,000.

~~Results of Operations – Six Months Ended June 30, 2021 Compared to June 30, 2020- continued~~

Same Store Net Operating Income At Share

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~June 30, 2020.~~March 31, 2021.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share for the six months ended June 30, 2021 $ 499,675 $ 422,176 $ 36,519 $ 32,102 $ 8,878
Less NOI at share from:
Development properties (14,060) (14,060) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 12,677 12,677 — — —
Other non-same store (income) expense, net (10,223) (1,346) — 1 (8,878)
Same store NOI at share for the six months ended June 30, 2021 $ 488,069 $ 419,447 $ 36,519 $ 32,103 $ —
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 (20,750) (20,750) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 17,872 17,872 —
Other non-same store (income) expense, net (19,000) (15,543) (422) 7 (3,042)
Same store NOI at share for the six months ended June 30, 2020 $ 481,675 $ 413,106 $ 38,494 $ 30,075 $ —
Increase (decrease) in same store NOI at share $ 6,394 $ 6,341 $ (1,975) $ 2,028 $ —
% increase (decrease) in same store NOI at share 1.3 % 1.5 % (5.1) % 6.7 % — %


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended March 31, 2022	$	284,258		$	243,667		$	19,914		$	16,235		$	4,442
Less NOI at share from:
Change in ownership interest in One Park Avenue	(5,956)			(5,956)			—			—			—
Dispositions	78			78			—			—			—
Development properties	(20,860)			(20,860)			—			—			—
Other non-same store income, net	(6,454)			(2,012)			—			—			(4,442)
Same store NOI at share for the three months ended March 31, 2022	$	251,066		$	214,917		$	19,914		$	16,235		$	—

NOI at share for the three months ended March 31, 2021	$	250,108		$	211,138		$	18,107		$	16,064		$	4,799
Less NOI at share from:
Dispositions	741			741			—			—			—
Development properties	(7,839)			(7,514)			—			(325)			—
Hotel Pennsylvania	7,144			7,144			—			—			—
Other non-same store income, net	(6,694)			(1,895)			—			—			(4,799)
Same store NOI at share for the three months ended March 31, 2021	$	243,460		$	209,614		$	18,107		$	15,739		$	—

Increase in same store NOI at share	$	7,606		$	5,303		$	1,807		$	496		$	—

% increase in same store NOI at share	3.1		%	2.5		%	10.0		%	3.2		%	0.0		%

Results of Operations – Three Months Ended March 31, 2022 Compared to March 31, 2021 - 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~~three months ended ~~June 30, 2021~~March 31, 2022 compared to ~~June 30, 2020.~~March 31, 2021.

(Amounts in thousands) Total New York theMART 555 California Street Other
NOI at share - cash basis for the six months ended June 30, 2021 $ 499,323 $ 421,744 $ 37,341 $ 30,807 $ 9,431
Less NOI at share - cash basis from:
Development properties (14,732) (14,732) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 12,723 12,723 — — —
Other non-same store (income) expense, net (11,111) (1,681) — 1 (9,431)
Same store NOI at share - cash basis for the six months ended June 30, 2021 $ 486,203 $ 418,054 $ 37,341 $ 30,808 $ —
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 (26,791) (26,791) — — —
Hotel Pennsylvania (temporarily closed on April 1, 2020, permanently closed on April 5, 2021) 17,889 17,889 — — —
Other non-same store income, net (27,579) (22,718) (422) (106) (4,333)
Same store NOI at share - cash basis for the six months ended June 30, 2020 $ 504,338 $ 433,956 $ 40,048 $ 30,334 $ —
(Decrease) increase in same store NOI at share - cash basis $ (18,135) $ (15,902) $ (2,707) $ 474 $ —
% (decrease) increase in same store NOI at share - cash basis (3.6) % (3.7) % (6.8) % 1.6 % — %


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended March 31, 2022	$	281,128		$	239,692		$	20,436		$	16,360		$	4,640
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue	(4,779)			(4,779)			—			—			—
Dispositions	75			75			—			—			—
Development properties	(13,929)			(13,929)			—			—			—
Other non-same store income, net	(7,094)			(2,454)			—			—			(4,640)
Same store NOI at share - cash basis for the three months ended March 31, 2022	$	255,401		$	218,605		$	20,436		$	16,360		$	—

NOI at share - cash basis for the three months ended March 31, 2021	$	248,910		$	210,165		$	17,840		$	15,855		$	5,050
Less NOI at share - cash basis from:
Dispositions	1,353			1,353			—			—			—
Development properties	(8,794)			(8,469)			—			(325)			—
Hotel Pennsylvania	7,167			7,167			—			—			—
Other non-same store income, net	(7,167)			(2,117)			—			—			(5,050)
Same store NOI at share - cash basis for the three months ended March 31, 2021	$	241,469		$	208,099		$	17,840		$	15,530		$	—

Increase in same store NOI at share - cash basis	$	13,932		$	10,506		$	2,596		$	830		$	—

% increase in same store NOI at share - cash basis	5.8		%	5.0		%	14.6		%	5.3		%	0.0		%

Liquidity and Capital Resources

~~Rental~~Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to our shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development and redevelopment costs. The sources of liquidity to fund these cash requirements include rental revenue, which is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to shareholders and distributions to unitholders of the Operating Partnership, as well as acquisition and development costs. We have experienced a decrease in cash flow from operations due to the COVID-19 pandemic, including reduced collections of rents billed to certain of our tenants, the closure of Hotel Pennsylvania, the cancellation of trade shows at theMART, and lower revenues from BMS, parking garages and signage. For the quarter ended June 30, 2021, we collected 97% of rent due from our tenants, comprised of 98% from our office tenants and 93% from our retail tenants. While we believe our tenants are required to pay rent under their leases and we have commenced legal proceedings against certain tenants that have failed to pay 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. Other sources of liquidity to fund cash requirements includeproperties, 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 ~~June 30, 2021,~~March 31, 2022, we have ~~$4.5~~$3.9 billion of liquidity comprised of ~~$2.3~~$1.1 billion of cash and cash equivalents and restricted cash, $645 million of investments in U.S. Treasury bills and ~~$2.161~~$2.2 billion available on our $2.75 billion revolving credit facilities. The ongoing challenges posed by the COVID-19 pandemic could adversely impact our cash flow from continuing operations but we anticipate that cash flow from continuing operations over the next twelve months together with cash balances on hand will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to our shareholders, debt amortization and recurring capital expenditures. Capital requirements for development and redevelopment expenditures and acquisitions may require funding from borrowings, equity offerings and/or asset sales. ~~Consequently, the Company will continue to evaluate its liquidity and financial position on an ongoing basis.~~

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

6953

Liquidity and Capital Resources - continued

Summary Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021

Cash and ~~2020~~cash equivalents and restricted cash was $1,141,255,000 as of March 31, 2022, a $789,096,000 decrease from the balance as of December 31, 2021.

Our cash flow activities are summarized as follows:


(Amounts in thousands)	(Amounts in thousands)	For the Six Months Ended June 30,				Increase (Decrease) in Cash Flow		(Amounts in thousands)	For the Three Months Ended March 31,				Decrease in Cash Flow
		2021		2020					2022		2021
Net cash provided by operating activities	Net cash provided by operating activities	$	472,709	$	267,715	$	204,994	Net cash provided by operating activities	$	171,014	$	224,185	$	(53,171)
Net cash used in investing activities	Net cash used in investing activities	(183,454)		(124,057)		(59,397)		Net cash used in investing activities	(794,635)		(56,539)		(738,096)
Net cash provided by financing activities		297,713		112,552		185,161
Net cash used in financing activities								Net cash used in financing activities	(165,475)		(142,405)		(23,070)

~~Cash and cash equivalents and restricted cash was $2,317,337,000 as of June 30, 2021, a $586,968,000 increase from the balance as of December 31, 2020.~~Operating Activities

Net cash provided by operating activities primarily consists of ~~$472,709,000~~cash inflows from rental revenues and operating distributions from our non-consolidated partially owned entities less cash outflows for property expenses, general and administrative expenses and interest expense. For the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, net cash provided by operating activities of $171,014,000 was comprised of ~~$362,666,000~~$163,597,000 of cash from operations, including distributions of income from partially owned entities of ~~$109,089,000,~~$37,778,000, and a net increase of ~~$110,043,000~~$7,417,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.

Investing Activities

Net cash flow used in investing activities is impacted by the timing and extent of our development, capital improvement, acquisition and disposition activities during the year.

The following table details the net cash used in investing activities:


(Amounts in thousands)	(Amounts in thousands)	For the Six Months Ended June 30,				Increase (Decrease) in Cash Flow		(Amounts in thousands)	For the Three Months Ended March 31,				Increase (Decrease) in Cash Flow
		2021		2020					2022		2021
Purchase of U.S. Treasury bills								Purchase of U.S. Treasury bills	$	(645,920)	$	—	$	(645,920)
Development costs and construction in progress	Development costs and construction in progress	$	(269,376)	$	(319,294)	$	49,918	Development costs and construction in progress	(209,738)		(130,318)		(79,420)
Proceeds from sales of real estate								Proceeds from sales of real estate	81,399		—		81,399
Additions to real estate								Additions to real estate	(30,900)		(27,410)		(3,490)
Proceeds from sale of a condominium unit at 220 Central Park South								Proceeds from sale of a condominium unit at 220 Central Park South	15,095		—		15,095
Investments in partially owned entities								Investments in partially owned entities	(4,571)		(4,816)		245
Distributions of capital from partially owned entities	Distributions of capital from partially owned entities	106,005		1,090		104,915		Distributions of capital from partially owned entities	—		106,005		(106,005)
Additions to real estate		(90,138)		(85,252)		(4,886)
Proceeds from sale of condominium units at 220 Central Park South		72,216		437,188		(364,972)
Investments in partially owned entities		(6,357)		(3,157)		(3,200)
Proceeds from sales of real estate		3,521		—		3,521
Proceeds from repayments of loans receivable		675		—		675
Moynihan Train Hall expenditures		—		(183,007)		183,007
Proceeds from sales of marketable securities		—		28,375		(28,375)
Net cash used in investing activities	Net cash used in investing activities	$	(183,454)	$	(124,057)	$	(59,397)	Net cash used in investing activities	$	(794,635)	$	(56,539)	$	(738,096)

Financing Activities

Net cash flow used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other repayments associated with our outstanding debt.

The following table details the net cash ~~provided by~~used in financing activities:


(Amounts in thousands)	(Amounts in thousands)	For the Six Months Ended June 30,				Increase (Decrease) in Cash Flow		(Amounts in thousands)	For the Three Months Ended March 31,				Increase (Decrease) in Cash Flow
		2021		2020					2022		2021
Proceeds from borrowings		$	2,298,007	$	554,297	$	1,743,710
Repayments of borrowings		(1,573,443)		(11,347)		(1,562,096)
Dividends paid on common shares/Distributions to Vornado	Dividends paid on common shares/Distributions to Vornado	(202,989)		(624,627)		421,638		Dividends paid on common shares/Distributions to Vornado	$	(101,616)	$	(101,467)	$	(149)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(159,926)		(54,440)		(105,486)		Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(43,545)		(13,338)		(30,207)
Dividends paid on preferred shares/Distributions to preferred unitholders	Dividends paid on preferred shares/Distributions to preferred unitholders	(32,934)		(37,593)		4,659		Dividends paid on preferred shares/Distributions to preferred unitholders	(15,529)		(16,467)		938
Debt issuance costs		(32,875)		(143)		(32,732)
Repayments of borrowings								Repayments of borrowings	(5,400)		(358,331)		352,931
Contributions from noncontrolling interests in consolidated subsidiaries	Contributions from noncontrolling interests in consolidated subsidiaries	1,547		98,268		(96,721)		Contributions from noncontrolling interests in consolidated subsidiaries	481		—		481
Proceeds received from exercise of Vornado stock options and other	Proceeds received from exercise of Vornado stock options and other	440		5,267		(4,827)		Proceeds received from exercise of Vornado stock options and other	219		215		4
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other	Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other	(114)		(137)		23		Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other	(85)		(113)		28
Moynihan Train Hall reimbursement from Empire State Development		—		183,007		(183,007)
Net cash provided by financing activities		$	297,713	$	112,552	$	185,161
Proceeds from borrowings								Proceeds from borrowings	—		350,000		(350,000)
Debt issuance costs								Debt issuance costs	—		(2,904)		2,904
Net cash used in financing activities								Net cash used in financing activities	$	(165,475)	$	(142,405)	$	(23,070)

7054

Liquidity and Capital Resources - continued

~~Capital Expenditures for the Six Months Ended June 30, 2021~~

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 six months ended June 30, 2021.~~

(Amounts in thousands) Total New York theMART 555 California
Street
Expenditures to maintain assets $ 36,056 $ 29,076 $ 2,820 $ 4,160
Tenant improvements 46,644 41,804 3,709 1,131
Leasing commissions 13,082 5,991 271 6,820
Recurring tenant improvements, leasing commissions and other capital expenditures 95,782 76,871 6,800 12,111
Non-recurring capital expenditures 6,213 6,155 58 —
Total capital expenditures and leasing commissions $ 101,995 $ 83,026 $ 6,858 $ 12,111

Development and Redevelopment Expenditures for the ~~Six~~Three Months Ended ~~June 30, 2021~~March 31, 2022

Development and redevelopment expenditures consist of all hard and soft costs associated with the development orand redevelopment of a property.~~Our~~ We plan to fund these development ~~project estimates~~and redevelopment expenditures from operating cash flow, existing liquidity, and/or borrowings. See detailed discussion below ~~include initial leasing costs, which are reflected as non-recurring capital expenditures in the table above~~.for our current development and redevelopment projects.

PENN District

Farley

Our 95% joint venture (5% is owned by the Related Companies ("Related")) is developing Farley Office and Retail, which will include approximately ~~844,000~~845,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately ~~114,000~~115,000 square feet of restaurant and retail space. The total development cost of this project is estimated to be approximately ~~$1,120,000,000. As~~$1,120,000,000 at our 95% share, of ~~June 30, 2021, $875,965,000~~which $981,993,000 of cash has been expended ~~which has been reduced by $88,000,000~~as of ~~historic tax credit investor contributions (at our share).~~March 31, 2022.

PENN 1

We are redeveloping PENN 1, a ~~2,546,000~~2,547,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. In December 2020, we entered into an agreement with the Metropolitan Transportation Authority (the “MTA”) to oversee the redevelopment of the Long Island Rail Road Concourse at Penn Station (the "Concourse"), within the footprint of PENN 1. Skanska USA Civil Northeast, Inc. will perform the redevelopment under a fixed price contract for ~~$396,000,000~~$380,000,000 which is being funded by the MTA. In connection with the redevelopment, we entered into an agreement with the MTA which will result in the widening of the Concourse to relieve overcrowding and our trading of 15,000 square feet of back of house space for 22,000 square feet of retail frontage space. ~~The~~Vornado's total development cost of our PENN 1 project is estimated to be ~~$450,000,000. As~~$450,000,000, of ~~June 30, 2021, $262,417,000~~which $319,622,000 of cash has been ~~expended.~~expended as of March 31, 2022.

PENN 2

We are redeveloping PENN 2, a 1,795,000 square foot (as expanded) office building located on the west side of Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which ~~$109,646,000~~$208,231,000 of cash has been expended as of ~~June 30, 2021~~March 31, 2022.

PENN 15 (Hotel Pennsylvania Site)

We have permanently closed the Hotel Pennsylvania and plan to develop an office tower on the site. Demolition of the existing building structure commenced in the fourth quarter of 2021.

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 ~~$29,993,000~~$32,306,000 of cash has been expended as of ~~June 30, 2021.~~March 31, 2022.

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

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

~~Liquidity and Capital Resources - continued~~

~~Development and Redevelopment Expenditures for the Six Months Ended June 30, 2021 - continued~~

Below is a summary of amounts paid for development and redevelopment expenditures for the six months ended June 30, 2021. These expenditures include interest and debt expense of $21,046,000, payroll of $5,347,000~~and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating$51,085,000, which were capitalized in connection with the development and redevelopment of these projects.~~

(Amounts in thousands) Total New York theMART 555 California
Street Other
Farley Office and Retail $ 115,432 $ 115,432 $ — $ — $ —
PENN 1 81,924 81,924 — — —
PENN 2 31,259 31,259 — — —
220 CPS 13,764 — — — 13,764
345 Montgomery Street 2,860 — — 2,860 —
Other 24,137 23,694 443 — —
$ 269,376 $ 252,309 $ 443 $ 2,860 $ 13,764

~~Capital Expenditures for the Six Months Ended June 30, 2020~~

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

(Amounts in thousands) Total New York theMART 555 California
Street
Expenditures to maintain assets $ 34,335 $ 28,900 $ 4,443 $ 992
Tenant improvements 35,756 30,001 3,624 2,131
Leasing commissions 15,360 11,415 3,173 772
Recurring tenant improvements, leasing commissions and other capital expenditures 85,451 70,316 11,240 3,895
Non-recurring capital expenditures 11,772 11,767 5 —
Total capital expenditures and leasing commissions $ 97,223 $ 82,083 $ 11,245 $ 3,895

~~Development and Redevelopment Expenditures for the Six Months Ended June 30, 2020~~

Below is a summary of amounts paid for development and redevelopment expenditures for the six months ended June 30, 2020. These expenditures include interest and debt expense of $21,501,000, payroll of $8,876,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $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 Other
Farley Office and Retail $ 127,998 $ 127,998 $ — $ — $ —
220 CPS 62,450 — — — 62,450
PENN 1 48,565 48,565 — — —
PENN 2 44,810 44,810 — — —
345 Montgomery Street 9,775 — — 9,775 —
Other 25,696 23,877 1,808 — 11
$ 319,294 $ 245,250 $ 1,808 $ 9,775 $ 62,461

7255

Liquidity and Capital Resources - continued

Insurance

Other Commitments and Contingencies

In November 2011, we entered into an agreement with the New York City Economic Development Corporation ("EDC") to lease Piers 92 and 94 (the "Piers") for a 49-year term with five 10-year renewal options. The non-recourse lease with a single-purpose entity calls for current annual rent payments of $2,000,000 with fixed rent steps through the initial term. We operate trade shows and special events at the Piers (and sublease to others for the same uses). In February 2019, an inspection revealed that the piles supporting Pier 92 were structurally unsound (an obligation of EDC to maintain) and we were issued an order by EDC to vacate the property. We continued to make the required lease payments through February 2020, with no abatement provided by EDC for the loss of our right to use Pier 92 or reimbursement for lost revenues. Beginning March 2020, as no resolution had been reached with EDC, we have not paid the monthly rents due under the non-recourse lease. As of June 30, 2021, we have a $48,600,000 lease liability and a $34,300,000 right-of-use asset recorded for this lease.

~~Liquidity and Capital Resources - continued~~

~~Other Commitments and Contingencies - continued~~

Liquidity and Capital Resources - continued

Other Commitments and Contingencies - continued

Our 95% consolidated joint venture (5% is owned by Related) is developing Farley Office and Retail. In connection with the development of the property, the joint venture ~~took in~~admitted a historic ~~Tax Credit Investor.~~tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of ~~June 30, 2021,~~March 31, 2022, 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.

As of ~~June 30, 2021,~~March 31, 2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately ~~$10,700,000.~~$10,300,000.

As of ~~June 30, 2021,~~March 31, 2022, we have construction commitments aggregating approximately ~~$429,000,000.~~$503,000,000.

7457

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 certain 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 they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period to period FFO, as one of several criteria to determine performance-based compensation for senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 1918 – Income ~~(Loss)~~ Per Share/Income ~~(Loss)~~ Per Class A Unit, in our consolidated financial statements on page 4034 of this Quarterly Report on Form 10-Q.

FFO attributable to common shareholders plus assumed conversions was ~~$153,364,000,~~$154,908,000, or $0.80 per diluted share for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$203,256,000,~~$118,407,000, or ~~$1.06~~$0.62 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $271,771,000, or $1.41 per diluted share for the six months ended June 30, 2021, compared to $333,616,000, or $1.75 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)	(Amounts in thousands, except per share amounts)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				(Amounts in thousands, except per share amounts)	For the Three Months Ended March 31,
		2021		2020		2021		2020			2022			2021
Reconciliation of net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income (loss) attributable to common shareholders		$	48,045	$	(197,750)	$	52,128	$	(192,787)
Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:										Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders										Net income attributable to common shareholders	$	26,478		$	4,083
Per diluted share	Per diluted share	$	0.25	$	(1.03)	$	0.27	$	(1.01)	Per diluted share	$	0.14		$	0.02

FFO adjustments:	FFO adjustments:									FFO adjustments:
Depreciation and amortization of real property	Depreciation and amortization of real property	$	82,396	$	85,179	$	170,115	$	170,315	Depreciation and amortization of real property	$	105,962		$	87,719
Decrease in fair value of marketable securities		—		—		—		4,938

Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
Net gain on sale of real estate										Net gain on sale of real estate	(551)			—
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:										Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property	Depreciation and amortization of real property	34,846		39,736		69,704		80,159		Depreciation and amortization of real property	32,139			34,858
Net gain on sale of real estate		(3,052)		—		(3,052)		—
(Increase) decrease in fair value of marketable securities		(1,216)		(565)		(1,405)		3,126
Non-cash impairment loss on our investment in Fifth Avenue and Times Square JV, net of $467 of noncontrolling interests		—		305,859		—		305,859

Increase in fair value of marketable securities										Increase in fair value of marketable securities	—			(189)
		112,974		430,209		235,362		564,397			137,550			122,388
Noncontrolling interests' share of above adjustments	Noncontrolling interests' share of above adjustments	(7,666)		(29,215)		(15,741)		(38,019)		Noncontrolling interests' share of above adjustments	(9,506)			(8,075)
FFO adjustments, net	FFO adjustments, net	$	105,308	$	400,994	$	219,621	$	526,378	FFO adjustments, net	$	128,044		$	114,313

FFO attributable to common shareholders	FFO attributable to common shareholders	$	153,353	$	203,244	$	271,749	$	333,591	FFO attributable to common shareholders	$	154,522		$	118,396
Convertible preferred share dividends		11		12		22		25
Impact of assumed conversion of dilutive convertible securities										Impact of assumed conversion of dilutive convertible securities	386			11
FFO attributable to common shareholders plus assumed conversions	FFO attributable to common shareholders plus assumed conversions	$	153,364	$	203,256	$	271,771	$	333,616	FFO attributable to common shareholders plus assumed conversions	$	154,908		$	118,407
Per diluted share	Per diluted share	$	0.80	$	1.06	$	1.41	$	1.75	Per diluted share	$	0.80		$	0.62

Reconciliation of weighted average shares outstanding:	Reconciliation of weighted average shares outstanding:									Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding	Weighted average common shares outstanding	191,527		191,104		191,473		191,071		Weighted average common shares outstanding	191,724			191,418
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Out-Performance Plan units		830		—		719		—
Convertible preferred shares		26		28		26		29
AO LTIP units		18		—		11		5
Employee stock options and restricted stock awards		5		—		4		2
Convertible securities										Convertible securities	1,136		(1)	26
Share-based payment awards										Share-based payment awards	314			613
Denominator for FFO per diluted share	Denominator for FFO per diluted share	192,406		191,132		192,233		191,107		Denominator for FFO per diluted share	193,174			192,057

______________________

(1)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.

7558

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) 2021 2020
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 $ 3,070,015 1.62% $ 30,700 $ 3,220,815 1.83%
Fixed rate 5,090,000 3.19% — 4,212,643 3.70%
$ 8,160,015 2.60% 30,700 $ 7,433,458 2.89%
Pro rata share of debt of non-consolidated entities:
Variable rate $ 1,545,141 1.65% 15,451 $ 1,384,710 (1) 1.80%
Fixed rate 1,454,932 3.73% — 1,488,464 3.76%
$ 3,000,073 2.66% 15,451 $ 2,873,174 2.81%
Noncontrolling interests' share of consolidated subsidiaries (3,971)
Total change in annual net income attributable to the Operating Partnership 42,180
Noncontrolling interests’ share of the Operating Partnership (2,860)
Total change in annual net income attributable to Vornado $ 39,320
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit $ 0.21
Total change in annual net income attributable to Vornado per diluted share $ 0.20
~~___________________~~

~~(1)~~Net of our $16,200 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. On April 7, 2021, Alexander's used its participation in the loan to reduce the loan balance.


(Amounts in thousands, except per share and per unit amounts)	2022					2021
	March 31, Balance		Weighted Average Interest Rate	Effect of 1% Change in Base Rates		December 31, Balance		Weighted Average Interest Rate
Consolidated debt:
Variable rate	$	4,528,815	1.85%	$	45,288	$	4,534,215	1.59%
Fixed rate	4,140,000		3.06%	—		4,140,000		3.06%
	$	8,668,815	2.43%	45,288		$	8,674,215	2.29%
Pro rata share of debt of non-consolidated entities:
Variable rate	$	1,268,884	1.99%	12,689		$	1,267,224	1.78%
Fixed rate	1,432,075		3.72%	—		1,432,181		3.72%
	$	2,700,959	2.91%	12,689		$	2,699,405	2.81%
Noncontrolling interests' share of consolidated subsidiaries				(6,821)
Total change in annual net income attributable to the Operating Partnership				51,156
Noncontrolling interests’ share of the Operating Partnership				(3,535)
Total change in annual net income attributable to Vornado				$	47,621
Total change in annual net income attributable to the Operating Partnership per Class A unit				$	0.25
Total change in annual net income attributable to Vornado per common share				$	0.25

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 ~~June 30, 2021~~March 31, 2022, the estimated fair value of our consolidated debt was ~~$8,208,000,000.~~$8,524,000,000.

Derivatives and Hedging


(Amounts in thousands)	(Amounts in thousands)	As of June 30, 2021									(Amounts in thousands)	As of March 31, 2022
							Variable Rate										Variable Rate
Hedged Item	Hedged Item	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date	Hedged Item	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:	Included in other assets:										Included in other assets:
555 California Street mortgage loan interest rate swap~~(1)~~	555 California Street mortgage loan interest rate swap~~(1)~~	$	3,041	$	840,000	(2)	L+193	2.01%	2.26%	5/24	555 California Street mortgage loan interest rate swap~~(1)~~	$	36,322	$	840,000	(1)	L+193	2.33%	2.26%	5/24
PENN 11 mortgage loan interest rate swap~~(3)~~	PENN 11 mortgage loan interest rate swap~~(3)~~	1,858		500,000			L+275	2.83%	3.03%	3/24	PENN 11 mortgage loan interest rate swap~~(3)~~	19,825		500,000			L+195	2.24%	2.23%	3/24
33-00 Northern Boulevard mortgage loan interest rate swap											33-00 Northern Boulevard mortgage loan interest rate swap	296		100,000			L+180	2.11%	4.14%	1/25
Various interest rate caps	Various interest rate caps	95		175,000							Various interest rate caps	3,296		1,650,000
		$	4,994	$	1,515,000							$	59,739	$	3,090,000

Included in other liabilities:	Included in other liabilities:										Included in other liabilities:
Unsecured term loan interest rate swap	Unsecured term loan interest rate swap	$	44,732	$	750,000	(4)	L+100	1.10%	3.87%	10/23	Unsecured term loan interest rate swap	$	7,737	$	750,000	(2)	L+100	1.45%	3.87%	10/23
33-00 Northern Boulevard mortgage loan interest rate swap		6,086		100,000			L+180	1.89%	4.14%	1/25
		$	50,818	$	850,000

____________________

(1)~~Entered into on May 15, 2021.~~

~~(2)~~Represents our 70.0% share of the $1.2 billion mortgage loan.

~~(3)Entered into on March 7, 2021.~~

~~(4)~~(2) Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.

7659

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 ~~June 30, 2021~~March 31, 2022, such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as ~~such term is~~ defined in Rule 13a-15(f) under the Securities 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 ~~June 30, 2021~~March 31, 2022, such disclosure controls and procedures were effective.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

Vornado Realty Trust

None.

Vornado Realty L.P.

During the quarter ended ~~June 30, 2021,~~March 31, 2022, we issued ~~39,692~~248,694 Class A units in connection with (i) the issuance of Vornado common shares and (ii) the exercise of awards pursuant to Vornado’s omnibus share plan, including 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. The consideration received included ~~$225,878~~$219,348 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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.

7760


EXHIBIT INDEX
Exhibit No.


~~10.44~~10.37	**	—	~~Second Amended and Restated Revolving Credit Agreement dated as of April 15, 2021 among~~Employment agreement between Vornado Realty ~~L.P., as Borrower, the Banks listed on the signature pages thereof,~~Trust and ~~JPMorgan Chase Bank N.A., as Administrative Agent for the Banks~~Barry Langer dated June 4, 2018	*
~~10.45~~		—	Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of April 16, 2021 among Vornado Realty L.P. as Borrower, the Banks listed on the signature pages thereof, and JP Morgan Chase Bank N.A. as Administrative Agent for the Banks	*
~~10.46~~		—	Amendment No. 2 to Amended and Restated Term Loan Agreement dated as of April 16, 2021 among Vornado Realty L.P. as Borrower, the Banks listed on the signature pages thereof, and JP Morgan Chase Bank N.A. as Administrative Agent for the Banks	*
15.1		—	Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust
15.2		—	Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.
31.1		—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
31.2		—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
31.3		—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
31.4		—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
32.1		—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
32.2		—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
32.3		—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
32.4		—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
101		—	The following financial information from Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2021~~March 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in equity, (v) consolidated statements of cash flows, and (vi) the notes to consolidated financial statements.
104		—	The cover page from the Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2021,~~March 31, 2022, formatted as iXBRL and contained in Exhibit 101.

*			~~Filed herewith~~



			___________________________
	**		Management contract or compensatory agreement
	***		Filed herewith

7861

SIGNATURES

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


		VORNADO REALTY TRUST
		(Registrant)


Date: ~~August~~May 2, ~~2021~~2022	By:	/s/ ~~Matthew Iocco~~Deirdre Maddock
		~~Matthew Iocco,~~Deirdre Maddock, Chief Accounting Officer ~~(duly~~ (duly authorized officer and principal accounting officer)

7962

SIGNATURES

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


		VORNADO REALTY L.P.
		(Registrant)


Date: ~~August~~May 2, ~~2021~~2022	By:	/s/ ~~Matthew Iocco~~Deirdre Maddock
		~~Matthew Iocco,~~Deirdre Maddock, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

8063


(Amounts in thousands)	For the Six Months Ended June 30, 2021							For the Six Months Ended June 30, 2020
	Total		New York		Other			Total		New York		Other
Property rentals(1)	$	663,002	$	522,644	$	140,358		$	679,490	$	539,920	$	139,570
Hotel Pennsylvania(5)	0		0		0			8,741		8,741		0
Trade shows(2)	0		0		0			11,303		0		11,303
Lease revenues(3)	663,002		522,644		140,358			699,534		548,661		150,873
Tenant services	15,911		10,937		4,974			16,934		11,721		5,213
Rental revenues	678,913		533,581		145,332			716,468		560,382		156,086
BMS cleaning fees	56,560		59,548		(2,988)		(4)	53,581		56,834		(3,253)		(4)
Management and leasing fees	8,442		8,610		(168)			4,704		4,575		129
Other income	15,003		3,376		11,627			12,805		4,452		8,353
Fee and other income	80,005		71,534		8,471			71,090		65,861		5,229
Total revenues	$	758,918	$	605,115	$	153,803		$	787,558	$	626,243	$	161,315