VORNADO REALTY TRUST - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)


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


			For the quarterly period ended:			June 30, 2022


☐			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)

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

5.40% 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, 2022, 191,775,059 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 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 92.3% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

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

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

•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and

•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of 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 18. Income Per Share/Income Per Class A Unit

•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

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

PART I.

Financial Information:

Page Number

Item 1.

Financial Statements of Vornado Realty Trust:

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

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

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

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

Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2022 and 2021

Financial Statements of Vornado Realty L.P.:

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

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

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

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

Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2022 and 2021

Vornado Realty Trust and Vornado Realty L.P.:

Notes to Consolidated Financial Statements (Unaudited)

Reports of Independent Registered Public Accounting Firm

Item 2.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II.

Other Information:

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

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)	As of
	June 30, 2022		December 31, 2021
ASSETS
Real estate, at cost:
Land	$	2,493,688	$	2,540,193
Buildings and improvements	10,054,872		9,839,166
Development costs and construction in progress	711,250		718,694
Leasehold improvements and equipment	122,151		119,792
Total	13,381,961		13,217,845
Less accumulated depreciation and amortization	(3,532,984)		(3,376,347)
Real estate, net	9,848,977		9,841,498
Right-of-use assets	685,962		337,197
Cash and cash equivalents	988,398		1,760,225
Restricted cash	127,920		170,126
Investments in U.S. Treasury bills	494,045		—
Tenant and other receivables	76,769		79,661
Investments in partially owned entities	3,270,229		3,297,389
Real estate fund investments	930		7,730
220 Central Park South condominium units ready for sale	51,072		57,142
Receivable arising from the straight-lining of rents	687,782		656,318
Deferred leasing costs, net of accumulated amortization of $226,196 and $211,775	378,484		391,693
Identified intangible assets, net of accumulated amortization of $93,180 and $97,186	144,597		154,895
Other assets	397,256		512,714
	$	17,152,421	$	17,266,588
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,834,275	$	6,053,343
Senior unsecured notes, net	1,190,812		1,189,792
Unsecured term loan, net	792,644		797,812
Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	727,641		370,206
Accounts payable and accrued expenses	463,333		613,497
Deferred revenue	43,904		48,118
Deferred compensation plan	96,202		110,174
Other liabilities	271,788		304,725
Total liabilities	9,995,599		10,062,667
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 14,287,741 and 14,033,438 units outstanding	408,487		587,440
Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	412,022		590,975
Redeemable noncontrolling interest in a consolidated subsidiary	93,987		97,708
Total redeemable noncontrolling interests	506,009		688,683
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 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 191,775,059 and 191,723,608 shares	7,650		7,648
Additional capital	8,339,161		8,143,093
Earnings less than distributions	(3,205,751)		(3,079,320)
Accumulated other comprehensive income (loss)	73,300		(17,534)
Total shareholders' equity	6,396,819		6,236,346
Noncontrolling interests in consolidated subsidiaries	253,994		278,892
Total equity	6,650,813		6,515,238
	$	17,152,421	$	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)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
REVENUES:
Rental revenues	$	405,194	$	339,596	$	802,477	$	678,913
Fee and other income	48,300		39,345		93,147		80,005
Total revenues	453,494		378,941		895,624		758,918
EXPENSES:
Operating	(222,309)		(190,920)		(438,838)		(381,899)
Depreciation and amortization	(118,662)		(89,777)		(236,105)		(185,131)
General and administrative	(31,902)		(30,602)		(73,118)		(74,788)
Benefit (expense) from deferred compensation plan liability	7,594		(3,378)		9,538		(6,623)
Transaction related costs and other	(2,960)		(106)		(3,965)		(949)
Total expenses	(368,239)		(314,783)		(742,488)		(649,390)

Income from partially owned entities	25,720		31,426		59,434		60,499
(Loss) income from real estate fund investments	(142)		5,342		5,532		5,173
Interest and other investment income, net	3,036		1,539		4,054		3,061
(Loss) income from deferred compensation plan assets	(7,594)		3,378		(9,538)		6,623
Interest and debt expense	(62,640)		(51,894)		(114,749)		(101,958)
Net gains on disposition of wholly owned and partially owned assets	28,832		25,724		35,384		25,724
Income before income taxes	72,467		79,673		133,253		108,650
Income tax expense	(3,564)		(2,841)		(10,975)		(4,825)
Net income	68,903		76,832		122,278		103,825
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	826		(8,784)		(8,548)		(14,898)
Operating Partnership	(3,782)		(3,536)		(5,776)		(3,865)
Net income attributable to Vornado	65,947		64,512		107,954		85,062
Preferred share dividends	(15,529)		(16,467)		(31,058)		(32,934)

NET INCOME attributable to common shareholders	$	50,418	$	48,045	$	76,896	$	52,128

INCOME PER COMMON SHARE - BASIC:


Net income per common share	$	0.26	$	0.25	$	0.40	$	0.27
Weighted average shares outstanding	191,750		191,527		191,737		191,473

INCOME PER COMMON SHARE - DILUTED:


Net income per common share	$	0.26	$	0.25	$	0.40	$	0.27
Weighted average shares outstanding	192,039		192,380		192,047		192,207

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,
	2022		2021		2022		2021
Net income	$	68,903	$	76,832	$	122,278	$	103,825
Other comprehensive income:
Change in fair value of interest rate swaps and other	18,380		8,552		83,619		20,193
Other comprehensive income of nonconsolidated subsidiaries	4,755		1,468		13,960		5,059


Comprehensive income	92,038		86,852		219,857		129,077
Less comprehensive income attributable to noncontrolling interests	(4,567)		(13,024)		(21,069)		(20,353)
Comprehensive income attributable to Vornado	$	87,471	$	73,828	$	198,788	$	108,724

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


(Amounts in thousands, except per share amounts)													Non-controlling Interests in Consolidated Subsidiaries
											Accumulated Other Comprehensive Income
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Three Months Ended June 30, 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
Net income attributable to Vornado	—	—		—	—		—		65,947		—		—		65,947
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		2,590		2,590
Dividends on common shares ($0.53 per share)	—	—		—	—		—		(101,624)		—		—		(101,624)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(15,529)		—		—		(15,529)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		26	1		859		—		—		—		860
Under dividend reinvestment plan	—	—		7	—		222		—		—		—		222
Contributions	—	—		—	—		—		—		—		3,772		3,772
Distributions	—	—		—	—		—		—		—		(5,467)		(5,467)
Deferred compensation shares and options	—	—		—	—		146		—		—		—		146
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		4,755		—		4,755
Change in fair value of interest rate swaps and other	—	—		—	—		—		—		18,380		—		18,380
Redeemable Class A unit measurement adjustment	—	—		—	—		240,413		—		—		—		240,413
Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—		(1,611)		—		(1,611)
Other	—	—		(1)	—		(2)		4		—		(13)		(11)
Balance as of June 30, 2022	48,793	$	1,182,459	191,775	$	7,650	$	8,339,161	$	(3,205,751)	$	73,300	$	253,994	$	6,650,813

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)											Accumulated Other Comprehensive (Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the 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
Net income attributable to Vornado	—	—		—	—		—		64,512		—		—		64,512
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		8,308		8,308
Dividends on common shares ($0.53 per share)	—	—		—	—		—		(101,522)		—		—		(101,522)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(16,467)		—		—		(16,467)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		92	4		4,202		—		—		—		4,206
Under employees' share option plan	—	—		—	—		6		—		—		—		6
Under dividend reinvestment plan	—	—		4	—		219		—		—		—		219
Contributions	—	—		—	—		—		—		—		1,547		1,547
Distributions	—	—		—	—		—		—		—		(139,180)		(139,180)
Deferred compensation shares and options	—	—		—	—		225		—		—		—		225
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		1,468		—		1,468
Change in fair value of interest rate swaps	—	—		—	—		—		—		8,551		—		8,551
Redeemable Class A unit measurement adjustment	—	—		—	—		(16,012)		—		—		—		(16,012)
Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—		(704)		—		(704)
Other	—	(20)		—	(1)		1		(3)		1		(3)		(25)
Balance as of June 30, 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, 2022:
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	—	—		—	—		—		107,954		—		—		107,954
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		12,269		12,269
Dividends on common shares ($1.06 per share)	—	—		—	—		—		(203,240)		—		—		(203,240)
Dividends on preferred shares (see Note 12 for dividends per share amounts)	—	—		—	—		—		(31,058)		—		—		(31,058)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		42	2		1,575		—		—		—		1,577
Under employees' share option plan	—	—		—	—		7		—		—		—		7
Under dividend reinvestment plan	—	—		12	—		434		—		—		—		434
Contributions	—	—		—	—		—		—		—		4,253		4,253
Distributions	—	—		—	—		—		—		—		(41,428)		(41,428)
Deferred compensation shares and options	—	—		(2)	—		292		(85)		—		—		207
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		13,960		—		13,960
Change in fair value of interest rate swaps and other	—	—		—	—		—		—		83,619		—		83,619
Redeemable Class A unit measurement adjustment	—	—		—	—		193,762		—		—		—		193,762
Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—		(6,745)		—		(6,745)
Other	—	—		(1)	—		(2)		(2)		—		8		4
Balance as of June 30, 2022	48,793	$	1,182,459	191,775	$	7,650	$	8,339,161	$	(3,205,751)	$	73,300	$	253,994	$	6,650,813

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)
									Earnings Less Than Distributions		Accumulated Other Comprehensive (Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
	Preferred Shares			Common Shares			Additional Capital								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	—	—		—	—		10		—		—		—		10
Under dividend reinvestment plan	—	—		10	—		430		—		—		—		430
Contributions	—	—		—	—		—		—		—		1,547		1,547
Distributions	—	—		—	—		—		—		—		(145,057)		(145,057)
Deferred compensation shares and options	—	—		(3)	—		449		(114)		—		—		335
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		5,059		—		5,059
Change in fair value of interest rate swaps	—	—		—	—		—		—		20,193		—		20,193
Unearned 2018 Out-Performance Plan awards acceleration	—	—		—	—		10,283		—		—		—		10,283
Redeemable Class A unit measurement adjustment	—	—		—	—		(142,948)		—		—		—		(142,948)
Redeemable noncontrolling interests' share of above adjustments	—	—		—	—		—		—		(1,590)		—		(1,590)
Other	—	(48)		—	—		1		(4)		—		(2)		(53)
Balance as of June 30, 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 CASH FLOWS

(UNAUDITED)


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	122,278	$	103,825
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	246,532		194,225
Distributions of income from partially owned entities	95,494		109,089
Equity in net income of partially owned entities	(59,434)		(60,499)
Straight-lining of rents	(36,679)		9,835
Net gains on disposition of wholly owned and partially owned assets	(35,384)		(25,724)
Stock-based compensation expense	19,001		27,379
Change in deferred tax liability	6,457		1,192
Amortization of below-market leases, net	(2,404)		(5,717)
Net realized and unrealized loss on real estate fund investments	1,128		789
Write-off of lease receivables deemed uncollectible	501		5,239
Other non-cash adjustments	1,929		3,033
Changes in operating assets and liabilities:
Real estate fund investments	—		(789)
Tenant and other receivables	2,388		10,477
Prepaid assets	94,235		127,958
Other assets	(13,455)		(26,262)
Accounts payable and accrued expenses	(15,283)		2,243
Other liabilities	3,321		(3,584)
Net cash provided by operating activities	430,625		472,709

Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills	(794,793)		—
Development costs and construction in progress	(418,748)		(269,376)
Proceeds from maturities of U.S. Treasury bills	299,668		—
Proceeds from sales of real estate	253,958		3,521
Additions to real estate	(70,046)		(90,138)
Proceeds from sale of condominium units at 220 Central Park South	16,124		72,216
Investments in partially owned entities	(11,091)		(6,357)
Distributions of capital from partially owned entities	10,066		106,005
Acquisitions of real estate and other	(1,000)		—
Proceeds from repayments of loan receivables	—		675
Net cash used in investing activities	(715,862)		(183,454)

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(UNAUDITED)


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Financing Activities:
Repayments of borrowings	$	(1,240,573)	$	(1,573,443)
Proceeds from borrowings	1,029,773		2,298,007
Dividends paid on common shares	(203,240)		(202,989)
Distributions to noncontrolling interests	(56,589)		(159,926)
Debt issuance costs	(31,718)		(32,875)
Dividends paid on preferred shares	(31,058)		(32,934)
Contributions from noncontrolling interests	4,253		1,547
Proceeds received from exercise of employee share options and other	441		440
Repurchase of shares related to stock compensation agreements and related tax withholdings and other	(85)		(114)
Net cash (used in) provided by financing activities	(528,796)		297,713
Net (decrease) increase in cash and cash equivalents and restricted cash	(814,033)		586,968
Cash and cash equivalents and restricted cash at beginning of period	1,930,351		1,730,369
Cash and cash equivalents and restricted cash at end of period	$	1,116,318	$	2,317,337

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

Cash and cash equivalents at end of period	$	988,398	$	2,172,195
Restricted cash at end of period	127,920		145,142
Cash and cash equivalents and restricted cash at end of period	$	1,116,318	$	2,317,337

Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $7,221 and $21,046	$	107,367	$	93,376
Cash payments for income taxes	$	5,064	$	6,797

Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset	$	350,000	$	—
Redeemable Class A unit measurement adjustment	193,762		(142,948)
Accrued capital expenditures included in accounts payable and accrued expenses	86,639		80,649
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other	83,619		20,193
Write-off of fully depreciated assets	(31,996)		(48,190)
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	3,024		9,227
Reclassification of assets held for sale (included in "other assets")	—		79,210

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(Amounts in thousands, except unit amounts)	As of
	June 30, 2022		December 31, 2021
ASSETS
Real estate, at cost:
Land	$	2,493,688	$	2,540,193
Buildings and improvements	10,054,872		9,839,166
Development costs and construction in progress	711,250		718,694
Leasehold improvements and equipment	122,151		119,792
Total	13,381,961		13,217,845
Less accumulated depreciation and amortization	(3,532,984)		(3,376,347)
Real estate, net	9,848,977		9,841,498
Right-of-use assets	685,962		337,197
Cash and cash equivalents	988,398		1,760,225
Restricted cash	127,920		170,126
Investments in U.S. Treasury bills	494,045		—
Tenant and other receivables	76,769		79,661
Investments in partially owned entities	3,270,229		3,297,389
Real estate fund investments	930		7,730
220 Central Park South condominium units ready for sale	51,072		57,142
Receivable arising from the straight-lining of rents	687,782		656,318
Deferred leasing costs, net of accumulated amortization of $226,196 and $211,775	378,484		391,693
Identified intangible assets, net of accumulated amortization of $93,180 and $97,186	144,597		154,895
Other assets	397,256		512,714
	$	17,152,421	$	17,266,588
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,834,275	$	6,053,343
Senior unsecured notes, net	1,190,812		1,189,792
Unsecured term loan, net	792,644		797,812
Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	727,641		370,206
Accounts payable and accrued expenses	463,333		613,497
Deferred revenue	43,904		48,118
Deferred compensation plan	96,202		110,174
Other liabilities	271,788		304,725
Total liabilities	9,995,599		10,062,667
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 14,287,741 and 14,033,438 units outstanding	408,487		587,440
Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	412,022		590,975
Redeemable noncontrolling interest in a consolidated subsidiary	93,987		97,708
Total redeemable noncontrolling interests	506,009		688,683
Partners' equity:
Partners' capital	9,529,270		9,333,200
Earnings less than distributions	(3,205,751)		(3,079,320)
Accumulated other comprehensive income (loss)	73,300		(17,534)
Total partners' equity	6,396,819		6,236,346
Noncontrolling interests in consolidated subsidiaries	253,994		278,892
Total equity	6,650,813		6,515,238
	$	17,152,421	$	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 June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
REVENUES:
Rental revenues	$	405,194	$	339,596	$	802,477	$	678,913
Fee and other income	48,300		39,345		93,147		80,005
Total revenues	453,494		378,941		895,624		758,918
EXPENSES:
Operating	(222,309)		(190,920)		(438,838)		(381,899)
Depreciation and amortization	(118,662)		(89,777)		(236,105)		(185,131)
General and administrative	(31,902)		(30,602)		(73,118)		(74,788)
Benefit (expense) from deferred compensation plan liability	7,594		(3,378)		9,538		(6,623)
Transaction related costs and other	(2,960)		(106)		(3,965)		(949)
Total expenses	(368,239)		(314,783)		(742,488)		(649,390)

Income from partially owned entities	25,720		31,426		59,434		60,499
(Loss) income from real estate fund investments	(142)		5,342		5,532		5,173
Interest and other investment income, net	3,036		1,539		4,054		3,061
(Loss) income from deferred compensation plan assets	(7,594)		3,378		(9,538)		6,623
Interest and debt expense	(62,640)		(51,894)		(114,749)		(101,958)
Net gains on disposition of wholly owned and partially owned assets	28,832		25,724		35,384		25,724
Income before income taxes	72,467		79,673		133,253		108,650
Income tax expense	(3,564)		(2,841)		(10,975)		(4,825)
Net income	68,903		76,832		122,278		103,825
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries	826		(8,784)		(8,548)		(14,898)
Net income attributable to Vornado Realty L.P.	69,729		68,048		113,730		88,927
Preferred unit distributions	(15,557)		(16,508)		(31,115)		(33,016)

NET INCOME attributable to Class A unitholders	$	54,172	$	51,540	$	82,615	$	55,911

INCOME PER CLASS A UNIT - BASIC:


Net income per Class A unit	$	0.26	$	0.25	$	0.40	$	0.27
Weighted average units outstanding	205,259		204,621		205,200		204,560

INCOME PER CLASS A UNIT - DILUTED:


Net income per Class A unit	$	0.26	$	0.25	$	0.39	$	0.27
Weighted average units outstanding	205,930		205,814		205,922		205,572

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	68,903	$	76,832	$	122,278	$	103,825
Other comprehensive income:
Change in fair value of interest rate swaps and other	18,380		8,552		83,619		20,193
Other comprehensive income of nonconsolidated subsidiaries	4,755		1,468		13,960		5,059


Comprehensive income	92,038		86,852		219,857		129,077
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries	826		(8,784)		(8,548)		(14,898)
Comprehensive income attributable to Vornado Realty L.P.	$	92,864	$	78,068	$	211,309	$	114,179

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


(Amounts in thousands, except per unit amounts)									Accumulated Other Comprehensive Income		Non-controlling Interests in Consolidated Subsidiaries
	Preferred Units			Class A Units Owned by Vornado			Earnings Less Than Distributions						Total Equity
	Units	Amount		Units	Amount
For the Three Months Ended June 30, 2022:
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
Net income attributable to Vornado Realty L.P.	—	—		—	—		69,729		—		—		69,729
Net income attributable to redeemable partnership units	—	—		—	—		(3,782)		—		—		(3,782)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		2,590		2,590
Distributions to Vornado ($0.53 per unit)	—	—		—	—		(101,624)		—		—		(101,624)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)	—	—		—	—		(15,529)		—		—		(15,529)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		26	860		—		—		—		860
Under Vornado's dividend reinvestment plan	—	—		7	222		—		—		—		222
Contributions	—	—		—	—		—		—		3,772		3,772
Distributions	—	—		—	—		—		—		(5,467)		(5,467)
Deferred compensation units and options	—	—		—	146		—		—		—		146
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		4,755		—		4,755
Change in fair value of interest rate swaps and other	—	—		—	—		—		18,380		—		18,380
Redeemable Class A unit measurement adjustment	—	—		—	240,413		—		—		—		240,413
Redeemable partnership units' share of above adjustments	—	—		—	—		—		(1,611)		—		(1,611)
Other	—	—		(1)	(2)		4		—		(13)		(11)
Balance as of June 30, 2022	48,793	$	1,182,459	191,775	$	8,346,811	$	(3,205,751)	$	73,300	$	253,994	$	6,650,813

See notes to consolidated financial statements (unaudited).

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, 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
Change in fair value of interest rate swaps	—	—		—	—		—		8,551		—		8,551
Redeemable Class A unit measurement adjustment	—	—		—	(16,012)		—		—		—		(16,012)
Redeemable partnership units' share of above adjustments	—	—		—	—		—		(704)		—		(704)
Other	—	(20)		—	—		(3)		1		(3)		(25)
Balance as of June 30, 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 Six Months Ended June 30, 2022:
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.	—	—		—	—		113,730		—		—		113,730
Net income attributable to redeemable partnership units	—	—		—	—		(5,776)		—		—		(5,776)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		12,269		12,269
Distributions to Vornado ($1.06 per unit)	—	—		—	—		(203,240)		—		—		(203,240)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)	—	—		—	—		(31,058)		—		—		(31,058)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value	—	—		42	1,577		—		—		—		1,577
Under Vornado's employees' share option plan	—	—		—	7		—		—		—		7
Under Vornado's dividend reinvestment plan	—	—		12	434		—		—		—		434
Contributions	—	—		—	—		—		—		4,253		4,253
Distributions	—	—		—	—		—		—		(41,428)		(41,428)
Deferred compensation units and options	—	—		(2)	292		(85)		—		—		207
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		13,960		—		13,960
Change in fair value of interest rate swaps and other	—	—		—	—		—		83,619		—		83,619
Redeemable Class A unit measurement adjustment	—	—		—	193,762		—		—		—		193,762
Redeemable partnership units' share of above adjustments	—	—		—	—		—		(6,745)		—		(6,745)
Other	—	—		(1)	(2)		(2)		—		8		4
Balance as of June 30, 2022	48,793	$	1,182,459	191,775	$	8,346,811	$	(3,205,751)	$	73,300	$	253,994	$	6,650,813

See notes to consolidated financial statements (unaudited).

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
Change in fair value of interest rate swaps	—	—		—	—		—		20,193		—		20,193
Unearned 2018 Out-Performance Plan awards acceleration	—	—		—	10,283		—		—		—		10,283
Redeemable Class A unit measurement adjustment	—	—		—	(142,948)		—		—		—		(142,948)
Redeemable partnership units' share of above adjustments	—	—		—	—		—		(1,590)		—		(1,590)
Other	—	(48)		—	1		(4)		—		(2)		(53)
Balance as of June 30, 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 CASH FLOWS

(UNAUDITED)


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	122,278	$	103,825
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	246,532		194,225
Distributions of income from partially owned entities	95,494		109,089
Equity in net income of partially owned entities	(59,434)		(60,499)
Straight-lining of rents	(36,679)		9,835
Net gains on disposition of wholly owned and partially owned assets	(35,384)		(25,724)
Stock-based compensation expense	19,001		27,379
Change in deferred tax liability	6,457		1,192
Amortization of below-market leases, net	(2,404)		(5,717)
Net realized and unrealized loss on real estate fund investments	1,128		789
Write-off of lease receivables deemed uncollectible	501		5,239
Other non-cash adjustments	1,929		3,033
Changes in operating assets and liabilities:
Real estate fund investments	—		(789)
Tenant and other receivables	2,388		10,477
Prepaid assets	94,235		127,958
Other assets	(13,455)		(26,262)
Accounts payable and accrued expenses	(15,283)		2,243
Other liabilities	3,321		(3,584)
Net cash provided by operating activities	430,625		472,709

Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills	(794,793)		—
Development costs and construction in progress	(418,748)		(269,376)
Proceeds from maturities of U.S. Treasury bills	299,668		—
Proceeds from sales of real estate	253,958		3,521
Additions to real estate	(70,046)		(90,138)
Proceeds from sale of condominium units at 220 Central Park South	16,124		72,216
Investments in partially owned entities	(11,091)		(6,357)
Distributions of capital from partially owned entities	10,066		106,005
Acquisitions of real estate and other	(1,000)		—
Proceeds from repayments of loan receivables	—		675
Net cash used in investing activities	(715,862)		(183,454)

See notes to consolidated financial statements (unaudited).

VORNADO REALTY L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(UNAUDITED)


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Financing Activities:
Repayments of borrowings	$	(1,240,573)	$	(1,573,443)
Proceeds from borrowings	1,029,773		2,298,007
Distributions to Vornado	(203,240)		(202,989)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(56,589)		(159,926)
Debt issuance costs	(31,718)		(32,875)
Distributions to preferred unitholders	(31,058)		(32,934)
Contributions from noncontrolling interests in consolidated subsidiaries	4,253		1,547
Proceeds received from exercise of Vornado stock options and other	441		440
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other	(85)		(114)
Net cash (used in) provided by financing activities	(528,796)		297,713
Net (decrease) increase in cash and cash equivalents and restricted cash	(814,033)		586,968
Cash and cash equivalents and restricted cash at beginning of period	1,930,351		1,730,369
Cash and cash equivalents and restricted cash at end of period	$	1,116,318	$	2,317,337

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

Cash and cash equivalents at end of period	$	988,398	$	2,172,195
Restricted cash at end of period	127,920		145,142
Cash and cash equivalents and restricted cash at end of period	$	1,116,318	$	2,317,337

Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $7,221 and $21,046	$	107,367	$	93,376
Cash payments for income taxes	$	5,064	$	6,797

Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset	$	350,000	$	—
Redeemable Class A unit measurement adjustment	193,762		(142,948)
Accrued capital expenditures included in accounts payable and accrued expenses	86,639		80,649
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other	83,619		20,193
Write-off of fully depreciated assets	(31,996)		(48,190)
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"	3,024		9,227
Reclassification of assets held for sale (included in "other assets")	—		79,210

See notes to consolidated financial statements (unaudited)

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 92.3% of the common limited partnership interest in the Operating Partnership as of June 30, 2022. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.

2. Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All 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, 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, 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 ASU 2020-04 establishing Accounting Standards Codification ("ASC") Topic 848, Reference Rate Reform, and in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (collectively, "ASC 848"). ASC 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASC 848 is optional and may be elected over time as reference rate reform activities occur. We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

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

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

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 and six months ended June 30, 2022 and 2021 is set forth in Note 20 - Segment Information.


(Amounts in thousands)	For the Three Months Ended June 30, 2022							For the Three Months Ended June 30, 2021
	Total		New York		Other			Total		New York		Other
Property rentals	$	383,049	$	309,882	$	73,167		$	330,944	$	260,953	$	69,991

Trade shows(1)	5,842		—		5,842			—		—		—
Lease revenues(2)	388,891		309,882		79,009			330,944		260,953		69,991
Tenant services	11,461		8,133		3,328			8,652		5,928		2,724
Parking revenues	4,842		4,025		817			—		—		—
Rental revenues	405,194		322,040		83,154			339,596		266,881		72,715
BMS cleaning fees	33,999		36,206		(2,207)		(3)	28,083		29,600		(1,517)		(3)
Management and leasing fees	2,866		3,011		(145)			3,073		3,088		(15)
Other income	11,435		2,905		8,530			8,189		1,575		6,614
Fee and other income	48,300		42,122		6,178			39,345		34,263		5,082
Total revenues	$	453,494	$	364,162	$	89,332		$	378,941	$	301,144	$	77,797

____________________

See notes below.


(Amounts in thousands)	For the Six Months Ended June 30, 2022							For the Six Months Ended June 30, 2021
	Total		New York		Other			Total		New York		Other
Property rentals	$	760,936	$	617,605	$	143,331		$	663,002	$	522,644	$	140,358

Trade shows(1)	10,986		—		10,986			—		—		—
Lease revenues(2)	771,922		617,605		154,317			663,002		522,644		140,358
Tenant services	21,350		15,544		5,806			15,911		10,937		4,974
Parking revenues	9,205		7,736		1,469			—		—		—
Rental revenues	802,477		640,885		161,592			678,913		533,581		145,332
BMS cleaning fees	66,690		70,917		(4,227)		(3)	56,560		59,548		(2,988)		(3)
Management and leasing fees	5,635		5,978		(343)			8,442		8,610		(168)
Other income	20,822		4,930		15,892			15,003		3,376		11,627
Fee and other income	93,147		81,825		11,322			80,005		71,534		8,471
Total revenues	$	895,624	$	722,710	$	172,914		$	758,918	$	605,115	$	153,803

____________________

(1)We cancelled trade shows at theMART beginning late March of 2020 due to the 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 June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Fixed billings	$	342,891	$	305,963	$	672,142	$	615,823
Variable billings	31,225		30,123		64,199		61,772
Total contractual operating lease billings	374,116		336,086		736,341		677,595
Adjustment for straight-line rents and amortization of acquired below-market leases and other, net	15,276		(3,573)		36,082		(9,354)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible	(501)		(1,569)		(501)		(5,239)
Lease revenues	$	388,891	$	330,944	$	771,922	$	663,002

(3)Represents the elimination of Building Maintenance Services LLC ("BMS") cleaning fees related to theMART and 555 California Street which 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. 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, 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 24.3% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting. On June 9, 2020, the joint venture between the Fund and the Crowne Plaza Joint Venture defaulted on the $274,355,000 non-recourse loan on the Crowne Plaza Times Square Hotel. The interest-only loan, which bears interest at a floating rate of LIBOR plus 3.69% (5.40% as of June 30, 2022) and provides for additional default interest of 3.00%, was scheduled to mature on July 9, 2020.

On May 20, 2022, 1100 Lincoln Road was conveyed to the lender pursuant to a deed-in-lieu of foreclosure agreement in exchange for a $5,672,000 payment to the Fund. From the inception of this investment through its disposition, the Fund realized a $53,724,000 net loss.

As of June 30, 2022, we had two real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $930,000, $275,459,000 below cost, and had remaining unfunded commitments of $28,465,000, of which our share was $8,849,000. As of December 31, 2021, we had three real estate fund investments with an aggregate fair value of $7,730,000.

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


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Previously recorded unrealized loss on exited investments	$	53,724	$	—	$	59,396	$	—
Realized loss on exited investments	(53,724)		—		(53,724)		—
Net unrealized loss on held investments	(6,800)		(295)		(6,800)		(789)
Net investment income	6,658		5,637		6,660		5,962
(Loss) income from real estate fund investments	(142)		5,342		5,532		5,173
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	365		(3,703)		(3,599)		(3,274)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries	$	223	$	1,639	$	1,933	$	1,899

6. Investments in Partially Owned Entities

Fifth Avenue and Times Square JV

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

We also own $1.828 billion of preferred equity security interests in certain of the properties. The preferred equity has an annual coupon of 4.25% through April 2024, increasing to 4.75% for the 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, 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 $381,731,000, the basis difference primarily resulting from non-cash impairment losses recognized during 2020. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Fifth Avenue and Times Square JV’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as a reduction to depreciation expense over their estimated useful lives.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

6. Investments in Partially Owned Entities - continued

Fifth Avenue and Times Square JV - continued

On April 18, 2022, we received a $13,613,000 refund of New York City real property transfer tax that we previously paid in connection with the transfer of the Properties to Fifth Avenue and Times Square JV in April 2019. The receipt of the refund was recognized in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the three and six months ended June 30, 2022.

Alexander's, Inc. ("Alexander's") (NYSE: ALX)

As of June 30, 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.

As of June 30, 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, 2022 closing share price of $222.16, was $367,468,000, or $275,924,000 in excess of the carrying amount on our consolidated balance sheets. As of June 30, 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 $29,864,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income.

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


(Amounts in thousands)	Percentage Ownership at June 30, 2022	Balance as of
		June 30, 2022		December 31, 2021
Investments:
Fifth Avenue and Times Square JV (see page 26 for details):	51.5%	$	2,771,041	$	2,770,633
Partially owned office buildings/land(1)	Various	282,057		306,989
Alexander’s	32.4%	91,544		91,405
Other investments(2)	Various	125,587		128,362
		$	3,270,229	$	3,297,389

Investments in partially owned entities included in other liabilities(3):
7 West 34th Street	53.0%	$	(63,394)	$	(60,918)
85 Tenth Avenue	49.9%	(16,070)		(18,067)
		$	(79,464)	$	(78,985)

____________________

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

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

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

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

6. Investments in Partially Owned Entities - continued

Below is a schedule of income from partially owned entities.


(Amounts in thousands)	Percentage Ownership at June 30, 2022	For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2022		2021		2022		2021
Our share of net income (loss):
Fifth Avenue and Times Square JV (see page 26 for details):
Equity in net income	51.5%	$	13,665	$	10,037	$	29,974	$	19,643
Return on preferred equity, net of our share of the expense		9,329		9,329		18,555		18,555

		22,994		19,366		48,529		38,198
Alexander's (see page 27 for details):
Equity in net income(1)	32.4%	4,824		8,325		9,495		14,054

Management, leasing and development fees		1,162		1,962		2,182		2,537
		5,986		10,287		11,677		16,591

Partially owned office buildings(2)	Various	(3,584)		3,758		(1,107)		9,730

Other investments(3)	Various	324		(1,985)		335		(4,020)

		$	25,720	$	31,426	$	59,434	$	60,499

____________________

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

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

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

7. 220 Central Park South ("220 CPS")

During the six months ended June 30, 2022, we closed on the sale of one condominium unit and ancillary amenities at 220 CPS for net proceeds of $16,124,000 resulting in a financial statement net gain of $7,030,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $945,000 of income tax expense was recognized on our consolidated statements of income. From inception to June 30, 2022, we have closed on the sale of 107 units and ancillary amenities for net proceeds of $3,023,020,000 resulting in financial statement net gains of $1,124,285,000.

8. Dispositions

SoHo Properties

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

Center Building (33-00 Northern Boulevard)

On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

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)	Balance as of
	June 30, 2022		December 31, 2021
Identified intangible assets:
Gross amount	$	237,777	$	252,081
Accumulated amortization	(93,180)		(97,186)
Total, net	$	144,597	$	154,895
Identified intangible liabilities (included in deferred revenue):
Gross amount	$	244,396	$	256,065
Accumulated amortization	(204,831)		(212,245)
Total, net	$	39,565	$	43,820

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $1,487,000 and $2,551,000 for the three months ended June 30, 2022 and 2021, respectively, and $2,404,000 and $5,717,000 for the six months ended June 30, 2022 and 2021, respectively. Estimated annual amortization for each of the five succeeding years commencing January 1, 2023 is below:


(Amounts in thousands)	Acquired below (above) market leases, net
2023	$	5,440
2024	2,364
2025	953
2026	311
2027	(136)

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $2,417,000 and $985,000 for the three months ended June 30, 2022 and 2021, respectively, and $6,542,000 and $2,311,000 for the six months ended June 30, 2022 and 2021, respectively. Estimated annual amortization for each of the five succeeding years commencing January 1, 2023 is below:


(Amounts in thousands)	Other identified intangible assets
2023	$	7,948
2024	7,128
2025	6,077
2026	5,884
2027	5,449

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

10. Debt

Secured Debt

On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (3.09% as of June 30, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The loan matures in June 2027, with two one-year extension options subject to debt service coverage ratio and loan-to-value tests. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in April 2024.

On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (3.75% as of June 30, 2022) and matures in July 2024, with three one-year extension options (July 2027 as fully extended). Upon the achievement of certain conditions within the first 18 months of closing, the interest rate will decrease to SOFR plus 1.75% and we will have the option to draw an additional $300,000,000 of proceeds. Concurrently with the refinancing, the interest rate on $350,000,000 of the loan was swapped to a fixed rate of 5.11% and on July 22, 2022, the interest rate on the remaining $350,000,000 was swapped to a fixed rate of 4.85%. The swaps result in a blended fixed interest rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.

Unsecured Revolving Credit Facility

On June 30, 2022, we amended and extended one of our two revolving credit facilities. The $1.25 billion amended facility bears interest at a rate of SOFR plus 1.15% (2.68% as of June 30, 2022). The term of the facility was extended from March 2024 to December 2027, as fully extended. The facility fee is 25 basis points. Our other $1.25 billion revolving credit facility matures in April 2026, as fully extended, and bears a rate of SOFR plus 1.19% with a facility fee of 25 basis points.

Unsecured Term Loan

On June 30, 2022, we extended our $800,000,000 unsecured term loan from February 2024 to December 2027. The extended loan bears interest at a rate of SOFR plus 1.30% (2.83% as of June 30, 2022). Under an existing swap agreement, $750,000,000 of the $800,000,000 loan has been swapped to a fixed rate of 4.05% through October 2023.

The following is a summary of our debt:


(Amounts in thousands)	Weighted Average Interest Rate at June 30, 2022	Balance as of
		June 30, 2022			December 31, 2021
Mortgages Payable:
Fixed rate	3.10%	$	2,540,000		$	2,190,000
Variable rate	2.96%	3,348,415		(1)	3,909,215
Total	3.02%	5,888,415			6,099,215
Deferred financing costs, net and other		(54,140)			(45,872)
Total, net		$	5,834,275		$	6,053,343
Unsecured Debt:
Senior unsecured notes	3.02%	$	1,200,000		$	1,200,000
Deferred financing costs, net and other		(9,188)			(10,208)
Senior unsecured notes, net		1,190,812			1,189,792

Unsecured term loan	3.98%	800,000			800,000
Deferred financing costs, net and other		(7,356)			(2,188)
Unsecured term loan, net		792,644			797,812

Unsecured revolving credit facilities	2.68%	575,000			575,000

Total, net		$	2,558,456		$	2,562,604

________________________________

(1)As of June 30, 2022, our variable rate debt includes $350,000 of the $700,000 mortgage loan on 770 Broadway. On July 22, 2022, the interest rate on the $350,000 was swapped to a fixed rate resulting in the entire $700,000 loan bearing interest at a blended fixed rate of 4.98%.

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

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)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Beginning balance	$	649,758	$	640,193	$	590,975	$	511,747
Net income	3,782		3,536		5,776		3,865
Other comprehensive income	1,611		704		6,745		1,590
Distributions	(7,577)		(7,408)		(15,161)		(14,869)
Redemption of Class A units for Vornado common shares, at redemption value	(860)		(4,206)		(1,577)		(8,309)
Redeemable Class A unit measurement adjustment	(240,413)		16,012		(193,762)		142,948
Other, net	5,721		5,940		19,026		17,799
Ending balance	$	412,022	$	654,771	$	412,022	$	654,771

As of June 30, 2022 and December 31, 2021, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $408,487,000 and $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. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $49,383,000 and $49,659,000 as of June 30, 2022 and December 31, 2021, respectively. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.

Redeemable Noncontrolling Interest in a Consolidated Subsidiary

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

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

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


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Beginning balance	$	97,403	$	94,437	$	97,708	$	94,520
Net (loss) income	(3,416)		476		(3,721)		393


Ending balance	$	93,987	$	94,913	$	93,987	$	94,913

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)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Shares/Units:
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units	$	0.53	$	0.53	$	1.06	$	1.06
Convertible Preferred(1):
6.5% Series A: authorized 12,902 and 13,402 shares/units(2)	0.8125		0.8125		1.6250		1.6250
Cumulative Redeemable Preferred(1)(3):
5.70% Series K: authorized 12,000,000 shares/units	N/A		0.3563		N/A		0.7126
5.40% Series L: authorized 13,800,000 shares/units	0.3375		0.3375		0.6750		0.6750
5.25% Series M: authorized 13,800,000 shares/units	0.3281		0.3281		0.6562		0.6562
5.25% Series N: authorized 12,000,000 shares/units	0.3281		0.3281		0.6562		0.6562
4.45% Series O: authorized 12,000,000 shares/units	0.2781		N/A		0.5562		N/A

____________________

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

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

(3)Series L preferred shares/units are redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. Series M preferred shares/units are redeemable commencing December 2022, Series N preferred shares/units are redeemable commencing November 2025 and Series O preferred shares/units, issued in September 2021, are redeemable commencing September 2026. Series K preferred shares/units were redeemed on October 13, 2021.

Accumulated Other Comprehensive Income (Loss)

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


(Amounts in thousands)	Total		Accumulated other comprehensive income (loss) of nonconsolidated subsidiaries		Change in fair value of interest rate swaps and other		Other
For the three months ended June 30, 2022:
Balance as of March 31, 2022	$	51,776	$	5,142	$	50,478	$	(3,844)
Other comprehensive income (loss)	21,524		4,755		18,380		(1,611)
Balance as of June 30, 2022	$	73,300	$	9,897	$	68,858	$	(5,455)

For the three months ended June 30, 2021:
Balance as of March 31, 2021	$	(60,753)	$	(10,747)	$	(54,456)	$	4,450
Other comprehensive income (loss)	9,316		1,468		8,551		(703)
Balance as of June 30, 2021	$	(51,437)	$	(9,279)	$	(45,905)	$	3,747

For the six months ended June 30, 2022:
Balance as of December 31, 2021	$	(17,534)	$	(4,063)	$	(14,761)	$	1,290
Other comprehensive income (loss)	90,834		13,960		83,619		(6,745)
Balance as of June 30, 2022	$	73,300	$	9,897	$	68,858	$	(5,455)

For the six months ended June 30, 2021:
Balance as of December 31, 2020	$	(75,099)	$	(14,338)	$	(66,098)	$	5,337
Other comprehensive income (loss)	23,662		5,059		20,193		(1,590)
Balance as of June 30, 2021	$	(51,437)	$	(9,279)	$	(45,905)	$	3,747

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, 2022 and December 31, 2021, we had several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 6 – Investments in Partially Owned Entities). As of June 30, 2022 and December 31, 2021, the net carrying amount of our investments in these entities was $68,894,000 and $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 noncontrolling interests. These entities are VIEs because the noncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.

As of June 30, 2022, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,563,905,000 and $2,366,989,000, respectively. As of December 31, 2021, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,564,621,000 and $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 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, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) loans receivable (for which we have elected the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10")), (v) interest rate swaps and 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.

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


(Amounts in thousands)	As of June 30, 2022
	Total		Level 1		Level 2		Level 3
Investments in U.S. Treasury bills (1)	$	494,045	$	494,045	$	—	$	—
Real estate fund investments	930		—		—		930
Deferred compensation plan assets ($5,040 included in restricted cash and $91,162 in other assets)	96,202		52,047		—		44,155
Loans receivable ($48,299 included in investments in partially owned entities and $3,747 in other assets)	52,046		—		—		52,046
Interest rate swaps and caps (included in other assets)	74,039		—		74,039		—
Total assets	$	717,262	$	546,092	$	74,039	$	97,131

Mandatorily redeemable instruments (included in other liabilities)	$	49,383	$	49,383	$	—	$	—
Interest rate swaps (included in other liabilities)	1,756		—		1,756		—
Total liabilities	$	51,139	$	49,383	$	1,756	$	—

(Amounts in thousands)	As of December 31, 2021
	Total		Level 1		Level 2		Level 3
Real estate fund investments	$	7,730	$	—	$	—	$	7,730
Deferred compensation plan assets ($9,104 included in restricted cash and $101,070 in other assets)	110,174		65,158		—		45,016
Loans receivable ($46,444 included in investments in partially owned entities and $3,738 in other assets)	50,182		—		—		50,182
Interest rate swaps and caps (included in other assets)	18,929		—		18,929		—
Total assets	$	187,015	$	65,158	$	18,929	$	102,928

Mandatorily redeemable instruments (included in other liabilities)	$	49,659	$	49,659	$	—	$	—
Interest rate swaps (included in other liabilities)	32,837		—		32,837		—
Total liabilities	$	82,496	$	49,659	$	32,837	$	—

____________________

(1) During the six months ended June 30, 2022, we purchased $794,793 in U.S. Treasury bills with an aggregate par value of $800,000 and realized proceeds of $300,000 from maturing U.S. Treasury bills. As of June 30, 2022, our investments in U.S. Treasury bills have an aggregate amortized cost of $496,650 and have remaining maturities of less than one year.

Real Estate Fund Investments

As of June 30, 2022, we had two real estate fund investments with an aggregate fair value of $930,000, $275,459,000 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)

Unobservable Quantitative Input

June 30, 2022

December 31, 2021

June 30, 2022

December 31, 2021

Discount rates

12.0% to 13.0%

12.0% to 15.0%

12.6%

13.2%

Terminal capitalization rates

5.5% to 9.4%

5.5% to 8.8%

7.6%

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.

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

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)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Beginning balance	$	13,402	$	3,739	$	7,730	$	3,739
Previously recorded unrealized loss on exited investments	53,724		—		59,396		—
Realized loss on exited investments	(53,724)		—		(53,724)		—
Net unrealized loss on held investments	(6,800)		(295)		(6,800)		(789)
Dispositions	(5,672)		—		(5,672)		—
Purchases/additional fundings	—		295		—		789
Ending balance	$	930	$	3,739	$	930	$	3,739

Deferred Compensation Plan Assets

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

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3.


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Beginning balance	$	44,526	$	41,639	$	45,016	$	39,928
Purchases	2,104		2,564		2,947		3,013
Sales	(1,880)		(544)		(2,787)		(689)
Realized and unrealized (losses) gains	(858)		969		(2,098)		2,262
Other, net	263		227		1,077		341
Ending balance	$	44,155	$	44,855	$	44,155	$	44,855

Loans Receivable

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


	Range		Weighted Average (based on fair value of investments)
Unobservable Quantitative Input	June 30, 2022	December 31, 2021	June 30, 2022	December 31, 2021
Discount rates	6.5%	6.5%	6.5%	6.5%
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)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Beginning balance	$	50,848	$	48,209	$	50,182	$	47,743

Interest accrual	1,198		867		2,397		1,708
Paydowns	—		(300)		(533)		(675)
Ending balance	$	52,046	$	48,776	$	52,046	$	48,776

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

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


(Amounts in thousands)	As of June 30, 2022
						Variable Rate
Hedged Item	Fair Value		Notional Amount			Spread over LIBOR/SOFR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:
Interest rate swaps:
555 California Street mortgage loan	$	42,763	$	840,000	(1)	L+193	3.26%	2.26%	5/24
PENN 11 mortgage loan	23,609		500,000			L+195	3.07%	2.23%	3/24
Unsecured term loan	2,497		750,000		(2)	S+130	2.83%	4.05%	10/23
4 Union Square South mortgage loan	1,613		100,000		(3)	L+140	2.46%	3.74%	1/25
Various interest rate caps	3,557		1,650,000
	$	74,039	$	3,840,000

Included in other liabilities:
770 Broadway mortgage loan interest rate swap	$	1,756	$	350,000	(4)	S+225	3.75%	5.11%	7/27

____________________

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		(3)	L+180	1.91%	4.14%	1/25
	$	32,837	$	850,000

____________________

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

(2)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of SOFR plus 1.30%.

(3)Upon the sale of 33-00 Northern Boulevard in June 2022, the $100,000 corporate-level interest rate swap was reallocated and now hedges the interest rate on $100,000 of the 4 Union Square South mortgage loan through January 2025. The remaining $20,000 mortgage loan balance bears interest at a floating rate of LIBOR plus 1.40%.

(4)Upon the June 28, 2022 refinancing of the mortgage loan, the interest rate on $350,000 of the loan was swapped to a fixed rate of 5.11% and on July 22, 2022, the interest rate on the remaining $350,000 was swapped to a fixed rate of 4.85%. The swaps result in a blended fixed interest rate of 4.98% through July 2027.

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 sheets as of June 30, 2022 and December 31, 2021.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government) and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair 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)		As of June 30, 2022					As of December 31, 2021
		Carrying Amount			Fair Value		Carrying Amount			Fair Value
Cash equivalents		$	504,097		$	504,000	$	1,346,684		$	1,347,000
Debt:
	Mortgages payable	$	5,888,415		$	5,779,000	$	6,099,215		$	6,052,000
	Senior unsecured notes	1,200,000			1,087,000		1,200,000			1,230,000
	Unsecured term loan	800,000			800,000		800,000			800,000
	Unsecured revolving credit facilities	575,000			575,000		575,000			575,000
	Total	$	8,463,415	(1)	$	8,241,000	$	8,674,215	(1)	$	8,657,000

____________________

(1)Excludes $70,684 and $58,268 of deferred financing costs, net and other as of June 30, 2022 and December 31, 2021, respectively.

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 $5,846,000 and $6,154,000 for the three months ended June 30, 2022 and 2021, respectively, and $19,001,000 and $27,379,000 for the six months ended June 30, 2022 and 2021, respectively.

16. Interest and Other Investment Income, Net

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


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Amortization of discount on investments in U.S. Treasury bills	$	1,728	$	—	$	1,857	$	—
Interest on loans receivable	994		558		1,819		1,118
Interest on cash and cash equivalents and restricted cash	310		78		374		140

Other, net	4		903		4		1,803
	$	3,036	$	1,539	$	4,054	$	3,061

17. Interest and Debt Expense

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


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Interest expense	$	60,742	$	58,259	$	111,543	$	113,910
Capitalized interest and debt expense	(3,701)		(10,779)		(7,221)		(21,046)
Amortization of deferred financing costs	5,599		4,414		10,427		9,094
	$	62,640	$	51,894	$	114,749	$	101,958

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

18. Income Per Share/Income Per Class A Unit

Vornado Realty Trust

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


(Amounts in thousands, except per share amounts)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:


Net income attributable to Vornado	$	65,947	$	64,512	$	107,954	$	85,062
Preferred share dividends	(15,529)		(16,467)		(31,058)		(32,934)

Net income attributable to common shareholders	50,418		48,045		76,896		52,128
Earnings allocated to unvested participating securities	(5)		(9)		(10)		(18)
Numerator for basic income per share	50,413		48,036		76,886		52,110
Impact of assumed conversion of dilutive convertible securities	(380)		—		(257)		—
Numerator for diluted income per share	$	50,033	$	48,036	$	76,629	$	52,110

Denominator:
Denominator for basic income per share – weighted average shares	191,750		191,527		191,737		191,473
Effect of dilutive securities(1):
Share-based payment awards	261		853		289		734
Convertible securities	28		—		21		—
Denominator for diluted income per share – weighted average shares and assumed conversions	192,039		192,380		192,047		192,207

INCOME PER COMMON SHARE - BASIC:


Net income per common share	$	0.26	$	0.25	$	0.40	$	0.27

INCOME PER COMMON SHARE - DILUTED:


Net income per common share	$	0.26	$	0.25	$	0.40	$	0.27

____________________

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

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

18. Income Per Share/Income Per Class A Unit - continued

Vornado Realty L.P.

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


(Amounts in thousands, except per unit amounts)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:


Net income attributable to Vornado Realty L.P.	$	69,729	$	68,048	$	113,730	$	88,927
Preferred unit distributions	(15,557)		(16,508)		(31,115)		(33,016)

Net income attributable to Class A unitholders	54,172		51,540		82,615		55,911
Earnings allocated to unvested participating securities	(582)		(664)		(1,221)		(1,385)
Numerator for basic income per Class A unit	53,590		50,876		81,394		54,526
Impact of assumed conversion of dilutive convertible securities	(380)		—		(257)		—
Numerator for diluted income per Class A unit	$	53,210	$	50,876	$	81,137	$	54,526

Denominator:
Denominator for basic income per Class A unit – weighted average units	205,259		204,621		205,200		204,560
Effect of dilutive securities(1):
Share-based payment awards	643		1,193		701		1,012
Convertible securities	28		—		21		—
Denominator for diluted income per Class A unit – weighted average units and assumed conversions	205,930		205,814		205,922		205,572

INCOME PER CLASS A UNIT - BASIC:


Net income per Class A unit	$	0.26	$	0.25	$	0.40	$	0.27

INCOME PER CLASS A UNIT - DILUTED:


Net income per Class A unit	$	0.26	$	0.25	$	0.39	$	0.27

____________________

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

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

19. Commitments and Contingencies

Insurance

For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $250,000,000 includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage. Our California properties have earthquake insurance with coverage of $350,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.

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

Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.

We continue to monitor the state of the insurance market and the scope and 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 the 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000,000 which is included in "right-of-use assets" and "lease liabilities", respectively, on our consolidated balance sheets.

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

Our mortgage loans are non-recourse to us, 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, 2022, the aggregate dollar amount of these guarantees and master leases is approximately $1,595,000,000.

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, 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 current ratings). Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

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 admitted a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of June 30, 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, 2022 fair value of the Fund assets, at liquidation we would be required to make a $25,200,000 payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.

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

As of June 30, 2022, we have construction commitments aggregating approximately $459,000,000.

20. Segment Information

We operate in two 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 by segment for the three and six months ended June 30, 2022 and 2021.


(Amounts in thousands)	For the Three Months Ended June 30, 2022
	Total		New York		Other
Total revenues	$	453,494	$	364,162	$	89,332
Operating expenses	(222,309)		(176,572)		(45,737)
NOI - consolidated	231,185		187,590		43,595
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(16,299)		(10,707)		(5,592)
Add: NOI from partially owned entities	74,060		71,209		2,851
NOI at share	288,946		248,092		40,854
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(4,275)		(6,189)		1,914
NOI at share - cash basis	$	284,671	$	241,903	$	42,768


(Amounts in thousands)	For the Three Months Ended June 30, 2021
	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 Six Months Ended June 30, 2022
	Total		New York		Other
Total revenues	$	895,624	$	722,710	$	172,914
Operating expenses	(438,838)		(354,107)		(84,731)
NOI - consolidated	456,786		368,603		88,183
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(36,334)		(24,017)		(12,317)
Add: NOI from partially owned entities	152,752		147,173		5,579
NOI at share	573,204		491,759		81,445
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(7,405)		(10,164)		2,759
NOI at share - cash basis	$	565,799	$	481,595	$	84,204


(Amounts in thousands)	For the Six Months Ended June 30, 2021
	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

VORNADO REALTY TRUST AND VORNADO REALTY L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

20. Segment Information - continued

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three and six months ended June 30, 2022 and 2021.


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	68,903	$	76,832	$	122,278	$	103,825
Depreciation and amortization expense	118,662		89,777		236,105		185,131
General and administrative expense	31,902		30,602		73,118		74,788
Transaction related costs and other	2,960		106		3,965		949
Income from partially owned entities	(25,720)		(31,426)		(59,434)		(60,499)
Loss (income) from real estate fund investments	142		(5,342)		(5,532)		(5,173)
Interest and other investment income, net	(3,036)		(1,539)		(4,054)		(3,061)
Interest and debt expense	62,640		51,894		114,749		101,958


Net gains on disposition of wholly owned and partially owned assets	(28,832)		(25,724)		(35,384)		(25,724)
Income tax expense	3,564		2,841		10,975		4,825

NOI from partially owned entities	74,060		77,235		152,752		155,991
NOI attributable to noncontrolling interests in consolidated subsidiaries	(16,299)		(15,689)		(36,334)		(33,335)
NOI at share	288,946		249,567		573,204		499,675
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(4,275)		846		(7,405)		(352)
NOI at share - cash basis	$	284,671	$	250,413	$	565,799	$	499,323

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, 2022, the related consolidated statements of income, comprehensive income, changes in equity for the three-month and six-month periods ended June 30, 2022 and 2021, and of cash flows for the six-month periods ended June 30, 2022 and 2021, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to 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, 2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

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

/s/ DELOITTE & TOUCHE LLP

New York, New York

August 1, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Vornado Realty L.P.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and subsidiaries (the "Partnership") as of June 30, 2022, the related consolidated statements of income, comprehensive income, changes in equity for the three-month and six-month periods ended June 30, 2022 and 2021, and of cash flows for the six-month periods ended June 30, 2022 and 2021, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to 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, 2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the 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 1, 2022

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 population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, which continue to be uncertain but the impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021.

For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 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, 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, 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.

Overview

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

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

•While substantially all of the limitations and restrictions imposed on our retail tenants during the onset of the pandemic have been lifted, economic conditions and other factors, including a decline in Manhattan tourism since the onset of the virus, continue to adversely affect the financial health of our retail tenants.

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

•We permanently closed the Hotel Pennsylvania on April 5, 2021 and plan to develop an office tower on the site.

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

The extent of the COVID-19 pandemic’s effect on our operational and financial performance will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants and governmental and tenant responses thereto, which continue to be uncertain. Given the dynamic nature of the circumstances, it is difficult to predict the long-term impact of the ongoing COVID-19 pandemic on our business, financial condition, results of operations and cash flows but the impact could be material.

Vornado Realty Trust

Quarter Ended June 30, 2022 Financial Results Summary

Net income attributable to common shareholders for the quarter ended June 30, 2022 was $50,418,000, or $0.26 per diluted share, compared to $48,045,000, or $0.25 per diluted share, for the prior year’s quarter. The quarters ended June 30, 2022 and 2021 include certain items that impact the comparability of period-to-period net income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the quarter ended June 30, 2022 by $13,015,000, or $0.07 per diluted share, and $21,241,000, or $0.11 per diluted share, for the quarter ended June 30, 2021.

Funds from operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended June 30, 2022 was $154,965,000, or $0.80 per diluted share, compared to $153,364,000, or $0.80 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended June 30, 2022 and 2021 include certain items that impact the comparability of period-to-period FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common shareholders plus assumed conversions for the quarter ended June 30, 2022 by $5,094,000, or $0.03 per diluted share, and increased FFO attributable to common shareholders plus assumed conversions by $20,203,000, or $0.11 per diluted share, for the quarter ended June 30, 2021.

Overview - continued

Six Months Ended June 30, 2022 Financial Results Summary

Net income attributable to common shareholders for the six months ended June 30, 2022 was $76,896,000, or $0.40 per diluted share, compared to $52,128,000, or $0.27 per diluted share, for the six months ended June 30, 2021. The six months ended June 30, 2022 and 2021 include certain items that impact the comparability of period-to-period net income attributable to common shareholders, which are listed in the table below. 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, 2022 by $7,687,000, or $0.04 per diluted share, and $12,878,000, or $0.07 per diluted share, for the six months ended June 30, 2021.

FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2022 was $309,997,000, or $1.60 per diluted share, compared to $271,771,000, or $1.41 per diluted share, for the six months ended June 30, 2021. FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2022 and 2021 include certain items that impact the comparability of period-to-period FFO, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO attributable to common shareholders plus assumed conversions for the six months ended June 30, 2022 by $2,499,000, or $0.02 per diluted share, and increased FFO attributable to common shareholders by $14,251,000, or $0.07 per diluted share for the six months ended June 30, 2021.

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


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Certain (income) expense items that impact net income attributable to common shareholders:
Net gain on sale of the Center Building (33-00 Northern Boulevard, Long Island City, NY)	$	(15,213)	$	—	$	(15,213)	$	—
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV	(13,613)		—		(13,613)		—
Hotel Pennsylvania loss	8,931		4,992		17,860		13,982
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)	3,234		—		6,407		—
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium unit(s) and ancillary amenities	(673)		(22,208)		(6,085)		(22,208)
Other	3,760		(5,508)		2,660		(5,574)
	(13,574)		(22,724)		(7,984)		(13,800)
Noncontrolling interests' share of above adjustments	559		1,483		297		922
Total of certain (income) expense items that impact net income attributable to common shareholders	$	(13,015)	$	(21,241)	$	(7,687)	$	(12,878)

The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)	$	3,234	$	—	$	6,407	$	—
After-tax net gain on sale of 220 CPS condominium unit(s) and ancillary amenities	(673)		(22,208)		(6,085)		(22,208)
Other	2,912		953		2,363		7,304
	5,473		(21,255)		2,685		(14,904)
Noncontrolling interests' share of above adjustments	(379)		1,052		(186)		653
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net	$	5,094	$	(20,203)	$	2,499	$	(14,251)

Overview - continued

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

The percentage increase in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are below.


	Total		New York		theMART		555 California Street
Same store NOI at share % increase
Three months ended June 30, 2022 compared to June 30, 2021	7.1	%	7.1	%	8.3	%	6.1	%
Six months ended June 30, 2022 compared to June 30, 2021	5.3	%	5.0	%	9.2	%	4.6	%
Same store NOI at share - cash basis % increase
Three months ended June 30, 2022 compared to June 30, 2021	8.4	%	7.7	%	10.5	%	14.9	%
Six months ended June 30, 2022 compared to June 30, 2021	7.3	%	6.6	%	12.4	%	10.0	%

Calculations of same store NOI at share, reconciliations of our net income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Dispositions

220 CPS

SoHo Properties

Center Building (33-00 Northern Boulevard)

Financings

100 West 33rd Street

770 Broadway

Overview - continued

Financings - continued

Unsecured Revolving Credit Facility

Unsecured Term Loan

Leasing Activity

The leasing activity and related statistics below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.

For the Three Months Ended June 30, 2022

•301,000 square feet of New York Office space (231,000 square feet at share) at an initial rent of $85.27 per square foot and a weighted average lease term of 11.5 years. The changes in the GAAP and cash mark-to-market rent on the 109,000 square feet of second generation space were positive 5.1% and positive 1.7%, respectively. Tenant improvements and leasing commissions were $10.40 per square foot per annum, or 12.2% of initial rent.

•8,000 square feet of New York Retail space (all at share) at an initial rent of $626.76 per square foot and a weighted average lease term of 12.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $66.28 per square foot per annum, or 10.6% of initial rent.

•59,000 square feet at theMART (all at share) at an initial rent of $56.33 per square foot and a weighted average lease term of 4.7 years. The changes in the GAAP and cash mark-to-market rent on the 50,000 square feet of second generation space were positive 1.0% and negative 2.6%, respectively. Tenant improvements and leasing commissions were $4.23 per square foot per annum, or 7.5% of initial rent.

For the Six Months Ended June 30, 2022

•573,000 square feet of New York Office space (467,000 square feet at share) at an initial rent of $83.15 per square foot and a weighted average lease term of 10.2 years. The changes in the GAAP and cash mark-to-market rent on the 261,000 square feet of second generation space were positive 5.9% and positive 4.7%, respectively. Tenant improvements and leasing commissions were $11.41 per square foot per annum, or 13.7% of initial rent.

•28,000 square feet of New York Retail space (all at share) at an initial rent of $303.57 per square foot and a weighted average lease term of 13.7 years. The changes in the GAAP and cash mark-to-market rent on the 6,000 square feet of second generation space were positive 55.0% and positive 51.3%, respectively. Tenant improvements and leasing commissions were $28.05 per square foot per annum, or 9.2% of initial rent.

•208,000 square feet at theMART (all at share) at an initial rent of $51.64 per square foot and a weighted average lease term of 7.2 years. The changes in the GAAP and cash mark-to-market rent on the 183,000 square feet of second generation space were negative 4.8% and negative 3.9%, respectively. Tenant improvements and leasing commissions were $10.58 per square foot per annum, or 20.5% of initial rent.

•56,000 square feet at 555 California (39,000 square feet at share) at an initial rent of $91.49 per square foot and a weighted average lease term of 6.8 years. The changes in the GAAP and cash mark-to-market rent on the 34,000 square feet of second generation space were positive 56.4% and positive 19.8%, respectively. Tenant improvements and leasing commissions were $12.50 per square foot per annum, or 13.7% of initial rent.

Overview - continued

Square Footage (in service) and Occupancy as of June 30, 2022


(Square feet in thousands)			Square Feet (in service)
	Number of Properties		Total Portfolio	Our Share	Occupancy %
New York:
Office	31	(1)	18,971	16,275	92.1	%
Retail (includes retail properties that are in the base of our office properties)	58	(1)	2,307	1,866	76.3	%
Residential - 1,983 units(2)	7	(1)	1,511	778	97.6	%	(2)
Alexander's	6		2,241	727	96.2	%	(2)

			25,030	19,646	90.8	%
Other:
theMART	4		3,635	3,626	88.6	%
555 California Street	3		1,818	1,273	94.2	%
Other	11		2,489	1,154	92.7	%
			7,942	6,053

Total square feet as of June 30, 2022			32,972	25,699

____________________

See notes below.

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


(Square feet in thousands)			Square Feet (in service)
	Number of properties		Total Portfolio	Our Share	Occupancy %
New York:
Office	32	(1)	19,442	16,757	92.2	%
Retail (includes retail properties that are in the base of our office properties)	60	(1)	2,267	1,825	80.7	%
Residential - 1,986 units(2)	8	(1)	1,518	785	97.0	%	(2)
Alexander's	6		2,218	719	95.6	%	(2)

			25,445	20,086	91.3	%
Other:
theMART	4		3,692	3,683	88.9	%
555 California Street	3		1,818	1,273	93.8	%
Other	11		2,489	1,154	92.8	%
			7,999	6,110

Total square feet as of December 31, 2021			33,444	26,196

____________________

(1)Reflects the Office, Retail and Residential space within our 73 and 76 total New York properties as of June 30, 2022 and December 31, 2021, respectively.

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

Critical Accounting Estimates

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

Recently Issued Accounting Literature

Refer to Note 3 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.

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

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.

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


(Amounts in thousands)	For the Three Months Ended June 30, 2022
	Total		New York		Other
Total revenues	$	453,494	$	364,162	$	89,332
Operating expenses	(222,309)		(176,572)		(45,737)
NOI - consolidated	231,185		187,590		43,595
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(16,299)		(10,707)		(5,592)
Add: NOI from partially owned entities	74,060		71,209		2,851
NOI at share	288,946		248,092		40,854
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other	(4,275)		(6,189)		1,914
NOI at share - cash basis	$	284,671	$	241,903	$	42,768


(Amounts in thousands)	For the Three Months Ended June 30, 2021
	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

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

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


(Amounts in thousands)	For the Three Months Ended June 30,
	2022		2021
New York:
Office	$	182,042	$	164,050
Retail	51,438		39,213
Residential	5,250		4,239
Alexander's	9,362		9,069
Hotel Pennsylvania(1)	—		(5,533)
Total New York	248,092		211,038

Other:
theMART	19,947		18,412
555 California Street	16,724		16,038
Other investments	4,183		4,079
Total Other	40,854		38,529

NOI at share	$	288,946	$	249,567

___________________

See note below.

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


(Amounts in thousands)	For the Three Months Ended June 30,
	2022		2021
New York:
Office	$	180,326	$	167,322
Retail	47,189		36,214
Residential	4,309		3,751
Alexander's	10,079		9,848
Hotel Pennsylvania(1)	—		(5,556)
Total New York	241,903		211,579

Other:
theMART	21,541		19,501
555 California Street	16,855		14,952
Other investments	4,372		4,381
Total Other	42,768		38,834

NOI at share - cash basis	$	284,671	$	250,413

___________________

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

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

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three months ended June 30, 2022 and 2021.


(Amounts in thousands)	For the Three Months Ended June 30,
	2022		2021
Net income	$	68,903	$	76,832
Depreciation and amortization expense	118,662		89,777
General and administrative expense	31,902		30,602
Transaction related costs and other	2,960		106
Income from partially owned entities	(25,720)		(31,426)
Loss (income) from real estate fund investments	142		(5,342)
Interest and other investment income, net	(3,036)		(1,539)
Interest and debt expense	62,640		51,894

Net gains on disposition of wholly owned and partially owned assets	(28,832)		(25,724)
Income tax expense	3,564		2,841

NOI from partially owned entities	74,060		77,235
NOI attributable to noncontrolling interests in consolidated subsidiaries	(16,299)		(15,689)
NOI at share	288,946		249,567
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(4,275)		846
NOI at share - cash basis	$	284,671	$	250,413

NOI At Share by Region


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

Results of Operations – Three Months Ended June 30, 2022 Compared to June 30, 2021

Revenues

Our revenues were $453,494,000 for the three months ended June 30, 2022 compared to $378,941,000 for the prior year’s quarter, an increase of $74,553,000. 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	$	6,158	$	6,158	$	—
Development and redevelopment	22,381		22,381		—

Trade shows(1)	5,842		—		5,842

Same store operations	31,217		26,620		4,597
	65,598		55,159		10,439




Fee and other income:
BMS cleaning fees	5,916		6,606		(690)
Management and leasing fees	(207)		(77)		(130)

Other income	3,246		1,330		1,916
	8,955		7,859		1,096

Total increase in revenues	$	74,553	$	63,018	$	11,535

_______________

See notes below.

Expenses

Our expenses were $368,239,000 for the three months ended June 30, 2022, compared to $314,783,000 for the prior year’s quarter, an increase of $53,456,000. Below are the details of the increase by segment:


(Amounts in thousands)	Total		New York		Other
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other	$	1,538	$	1,538	$	—
Development and redevelopment	8,653		8,376		277
Non-reimbursable expenses	7,964		9,881		(1,917)
Trade shows(1)	3,654		—		3,654
Hotel Pennsylvania(2)	(6,335)		(6,335)		—
BMS expenses	5,629		6,318		(689)

Same store operations	10,286		761		9,525
	31,389		20,539		10,850
Depreciation and amortization:
Acquisitions, dispositions and other	12,812		12,812		—
Development and redevelopment	12,669		12,669		—

Same store operations	3,404		2,305		1,099
	28,885		27,786		1,099

General and administrative	1,300		278		1,022

Benefit from deferred compensation plan liability	(10,972)		—		(10,972)

Transaction related costs and other	2,854		804		2,050

Total increase in expenses	$	53,456	$	49,407	$	4,049

______________________

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

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

Results of Operations – Three Months Ended June 30, 2022 Compared to June 30, 2021 - continued

Income from Partially Owned Entities

Below are the components of income from partially owned entities.


(Amounts in thousands)	Percentage Ownership at June 30, 2022	For the Three Months Ended June 30,
		2022		2021
Our share of net income (loss):
Fifth Avenue and Times Square JV:
Equity in net income	51.5%	$	13,665	$	10,037
Return on preferred equity, net of our share of the expense		9,329		9,329

		22,994		19,366
Alexander's(1)	32.4%	5,986		10,287
Partially owned office buildings(2)	Various	(3,584)		3,758
Other investments(3)		324		(1,985)
		$	25,720	$	31,426

____________________

(1)2021 includes our $2,956 share of the net gain on the sale of a land parcel in the Bronx, New York.

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

(Loss) Income from Real Estate Fund Investments

Below is a summary of (loss) income from the Fund and the Crowne Plaza joint venture.


(Amounts in thousands)	For the Three Months Ended June 30,
	2022		2021
Previously recorded unrealized loss on exited investments	$	53,724	$	—
Realized loss on exited investments	(53,724)		—
Net unrealized loss on held investments	(6,800)		(295)
Net investment income	6,658		5,637
(Loss) income from real estate fund investments	(142)		5,342
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries	365		(3,703)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries	$	223	$	1,639

Interest and Other Investment Income, Net

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


(Amounts in thousands)	For the Three Months Ended June 30,
	2022		2021
Amortization of discount on investments in U.S. Treasury bills	$	1,728	$	—
Interest on loans receivable	994		558
Interest on cash and cash equivalents and restricted cash	310		78
Other, net	4		903
	$	3,036	$	1,539

Interest and Debt Expense

Interest and debt expense for the three months ended June 30, 2022 was $62,640,000 compared to $51,894,000 for the prior year’s quarter, an increase of $10,746,000. This was primarily due to (i) $7,078,000 of lower capitalized interest and debt expense, and (ii) $5,194,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, partially offset by (iii) $2,552,000 of lower interest expense in connection with the refinancing of 1290 Avenue of the Americas.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

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

Results of Operations – Three Months Ended June 30, 2022 Compared to June 30, 2021 - continued

Income Tax Expense

Income tax expense for the three months ended June 30, 2022 was $3,564,000 compared to $2,841,000 for the prior year’s quarter, an increase of $723,000.

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

Net loss attributable to noncontrolling interests in consolidated subsidiaries was $826,000 for the three months ended June 30, 2022, compared to net income of $8,784,000 for the prior year’s quarter, a decrease in income of $9,610,000. This resulted primarily from a decrease in net income subject to allocation to the noncontrolling interests of our real estate fund investments and other non-wholly owned consolidated subsidiaries.

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

Net income attributable to noncontrolling interests in the Operating Partnership was $3,782,000 for the three months ended June 30, 2022, compared to $3,536,000 for the prior year’s quarter, an increase of $246,000. This resulted primarily from higher net income subject to allocation to unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $15,529,000 for the three months ended June 30, 2022, compared to $16,467,000 for the prior year’s quarter, a decrease of $938,000.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $15,557,000 for the three months ended June 30, 2022, compared to $16,508,000 for the prior year’s quarter, a decrease of $951,000.

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, 2022 compared to June 30, 2021.


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share for the three months ended June 30, 2022	$	288,946		$	248,092		$	19,947		$	16,724		$	4,183
Less NOI at share from:
Change in ownership interest in One Park Avenue	(5,308)			(5,308)			—			—			—
Dispositions	(1,628)			(1,628)			—			—			—
Development properties	(21,667)			(21,667)			—			—			—
Other non-same store income, net	(5,476)			(1,293)			—			—			(4,183)
Same store NOI at share for the three months ended June 30, 2022	$	254,867		$	218,196		$	19,947		$	16,724		$	—

NOI at share for the three months ended June 30, 2021	$	249,567		$	211,038		$	18,412		$	16,038		$	4,079
Less NOI at share from:
Dispositions	(2,038)			(2,038)			—			—			—
Development properties	(9,066)			(8,789)			—			(277)			—
Hotel Pennsylvania	5,533			5,533			—			—			—
Other non-same store income, net	(6,102)			(2,023)			—			—			(4,079)
Same store NOI at share for the three months ended June 30, 2021	$	237,894		$	203,721		$	18,412		$	15,761		$	—

Increase in same store NOI at share	$	16,973		$	14,475		$	1,535		$	963		$	—

% increase in same store NOI at share	7.1		%	7.1		%	8.3		%	6.1		%	0.0		%

Results of Operations – Three Months Ended June 30, 2022 Compared to June 30, 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 three months ended June 30, 2022 compared to June 30, 2021.


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the three months ended June 30, 2022	$	284,671		$	241,903		$	21,541		$	16,855		$	4,372
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue	(3,830)			(3,830)			—			—			—
Dispositions	(1,715)			(1,715)			—			—			—
Development properties	(14,657)			(14,657)			—			—			—
Other non-same store income, net	(5,971)			(1,599)			—			—			(4,372)
Same store NOI at share - cash basis for the three months ended June 30, 2022	$	258,498		$	220,102		$	21,541		$	16,855		$	—

NOI at share - cash basis for the three months ended June 30, 2021	$	250,413		$	211,579		$	19,501		$	14,952		$	4,381
Less NOI at share - cash basis from:
Dispositions	(2,200)			(2,200)			—			—			—
Development properties	(8,785)			(8,508)			—			(277)			—
Hotel Pennsylvania	5,556			5,556			—			—			—
Other non-same store income, net	(6,516)			(2,135)			—			—			(4,381)
Same store NOI at share - cash basis for the three months ended June 30, 2021	$	238,468		$	204,292		$	19,501		$	14,675		$	—

Increase in same store NOI at share - cash basis	$	20,030		$	15,810		$	2,040		$	2,180		$	—

% increase in same store NOI at share - cash basis	8.4		%	7.7		%	10.5		%	14.9		%	0.0		%

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

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


(Amounts in thousands)	For the Six Months Ended June 30, 2022
	Total		New York		Other
Total revenues	$	895,624	$	722,710	$	172,914
Operating expenses	(438,838)		(354,107)		(84,731)
NOI - consolidated	456,786		368,603		88,183
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries	(36,334)		(24,017)		(12,317)
Add: NOI from partially owned entities	152,752		147,173		5,579
NOI at share	573,204		491,759		81,445
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(7,405)		(10,164)		2,759
NOI at share - cash basis	$	565,799	$	481,595	$	84,204


(Amounts in thousands)	For the Six Months Ended June 30, 2021
	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

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

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


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
New York:
Office	$	359,851	$	330,685
Retail	103,543		75,915
Residential	10,024		8,695
Alexander's	18,341		19,558
Hotel Pennsylvania(1)	—		(12,677)
Total New York	491,759		422,176

Other:
theMART	39,861		36,519
555 California Street	32,959		32,102
Other investments	8,625		8,878
Total Other	81,445		77,499

NOI at share	$	573,204	$	499,675

___________________

See note below.

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


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
New York:
Office	$	358,153	$	334,418
Retail	94,582		71,090
Residential	8,998		7,762
Alexander's	19,862		21,197
Hotel Pennsylvania(1)	—		(12,723)
Total New York	481,595		421,744

Other:
theMART	41,977		37,341
555 California Street	33,215		30,807
Other investments	9,012		9,431
Total Other	84,204		77,579

NOI at share - cash basis	$	565,799	$	499,323

___________________

Reconciliation of Net Income to NOI At Share and NOI at share - cash basis for the Six Months Ended June 30, 2022 and 2021

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the six months ended June 30, 2022 and 2021.


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
Net income	$	122,278	$	103,825
Depreciation and amortization expense	236,105		185,131
General and administrative expense	73,118		74,788
Transaction related costs and other	3,965		949
Income from partially owned entities	(59,434)		(60,499)
Income from real estate fund investments	(5,532)		(5,173)
Interest and other investment income, net	(4,054)		(3,061)
Interest and debt expense	114,749		101,958


Net gains on disposition of wholly owned and partially owned assets	(35,384)		(25,724)
Income tax expense	10,975		4,825

NOI from partially owned entities	152,752		155,991
NOI attributable to noncontrolling interests in consolidated subsidiaries	(36,334)		(33,335)
NOI at share	573,204		499,675
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other	(7,405)		(352)
NOI at share - cash basis	$	565,799	$	499,323

NOI At Share by Region


	For the Six Months Ended June 30,
	2022		2021
Region:
New York City metropolitan area	87	%	86	%
Chicago, IL	7	%	7	%
San Francisco, CA	6	%	7	%
	100	%	100	%

Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 2021

Revenues

Our revenues were $895,624,000 for the six months ended June 30, 2022, compared to $758,918,000 for the prior year’s six months, an increase of $136,706,000. Below are the details of the increase by segment:


(Amounts in thousands)		Total		New York		Other
Increase (decrease) due to:
Rental revenues:
	Acquisitions, dispositions and other	$	14,824	$	14,824	$	—
	Development and redevelopment	45,090		45,090		—
	Trade shows(1)	10,986		—		10,986
	Same store operations	52,664		47,390		5,274
		123,564		107,304		16,260
Fee and other income:
	BMS cleaning fees	10,130		11,369		(1,239)
	Management and leasing fees	(2,807)		(2,632)		(175)

	Other income	5,819		1,554		4,265
		13,142		10,291		2,851

Total increase in revenues		$	136,706	$	117,595	$	19,111

_______________

See notes below.

Expenses

Our expenses were $742,488,000 for the six months ended June 30, 2022, compared to $649,390,000 for the prior year’s six months, an increase of $93,098,000. Below are the details of the increase by segment:


(Amounts in thousands)		Total		New York		Other
Increase (decrease) due to:
Operating:
	Acquisitions, dispositions and other	$	4,114	$	4,114	$	—
	Development and redevelopment	14,316		13,714		602
	Non-reimbursable expenses	13,692		15,344		(1,652)
	Trade shows(1)	5,650		—		5,650
	Hotel Pennsylvania(2)	(13,702)		(13,702)		—
	BMS expenses	10,359		11,597		(1,238)

	Same store operations	22,510		6,022		16,488
		56,939		37,089		19,850
Depreciation and amortization:
	Acquisitions, dispositions and other	24,059		24,059		—
	Development and redevelopment	24,969		24,969		—

	Same store operations	1,946		240		1,706
		50,974		49,268		1,706

General and administrative		(1,670)		(1,800)		130

Benefit from deferred compensation plan liability		(16,161)		—		(16,161)

Transaction related costs and other		3,016		1,379		1,637

Total increase in expenses		$	93,098	$	85,936	$	7,162

___________________

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

Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 2021 - continued

Income from Partially Owned Entities

Below are the components of income from partially owned entities.


(Amounts in thousands)	Percentage Ownership at June 30, 2022	For the Six Months Ended June 30,
		2022		2021
Our share of net income (loss):
Fifth Avenue and Times Square JV:
Equity in net income	51.5%	$	29,974	$	19,643
Return on preferred equity, net of our share of the expense		18,555		18,555
		48,529		38,198
Alexander's(1)	32.4%	11,677		16,591
Partially owned office buildings(2)	Various	(1,107)		9,730
Other investments(3)	Various	335		(4,020)
		$	59,434	$	60,499

_____________________

(1)2021 includes our $2,956 share of the net gain on the sale of a land parcel in the Bronx, New York.

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

Income from Real Estate Fund Investments

Below is a summary of income from the Fund and the Crowne Plaza joint venture.


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
Previously recorded unrealized loss on exited investments	$	59,396	$	—
Realized loss on exited investments	(53,724)		—
Net investment income	6,660		5,962
Net unrealized loss on held investments	(6,800)		(789)
Income from real estate fund investments	5,532		5,173
Less income attributable to noncontrolling interests in consolidated subsidiaries	(3,599)		(3,274)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries	1,933		1,899

Interest and Other Investment Income, Net

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


(Amounts in thousands)	For the Six Months Ended June 30,
	2022		2021
Interest on loans receivable	$	1,819	$	1,118
Amortization of discount on investments in U.S. Treasury bills	1,857		—
Interest on cash and cash equivalents and restricted cash	374		140
Other, net	4		1,803
	$	4,054	$	3,061

Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 2021 - continued

Interest and Debt Expense

Interest and debt expense was $114,749,000 for the six months ended June 30, 2022, compared to $101,958,000 for the prior year’s six months, an increase of $12,791,000. This was primarily due to (i) $13,825,000 of lower capitalized interest and debt expense, and (ii) $5,779,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, partially offset by (iii) $6,510,000 of lower interest expense in connection with the refinancing of 1290 Avenue of the Americas.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

Net gains on disposition of wholly owned and partially owned assets of $35,384,000 for the six months ended June 30, 2022, primarily consists of (i) $15,213,000 from the sale of the Center Building located at 33-00 Northern Boulevard in Long Island City, New York, (ii) $13,613,000 from the refund of New York City real property transfer tax paid in connection with the April 2019 Fifth Avenue and Times Square JV transaction and (iii) $7,030,000 from the sale of one condominium unit and ancillary amenities at 220 CPS. Net gains on disposition of wholly owned and partially owned assets of $25,724,000 for the six months ended June 30, 2021, primarily consists of net gains from the sale of three condominium units and ancillary amenities at 220 CPS.

Income Tax Expense

Income tax expense for the six months ended June 30, 2022 was $10,975,000 compared to $4,825,000 for the prior year’s six months, an increase in expense of $6,150,000. This was primarily due to (i) an increase in the deferred tax liability on our investment in Farley Office and Retail and (ii) higher tax benefit recognized by our taxable REIT subsidiaries in 2021, partially offset by (iii) lower income tax expense from the sale of 220 CPS condominium units in 2022.

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $8,548,000 for the six months ended June 30, 2022, compared to $14,898,000 for the prior year’s six months, a decrease of $6,350,000. This resulted primarily from a decrease in net income subject to allocation to the noncontrolling interests of our non-wholly owned consolidated subsidiaries.

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

Net income attributable to noncontrolling interests in the Operating Partnership was $5,776,000 for the six months ended June 30, 2022, compared to $3,865,000 for the prior year’s six months, an increase of $1,911,000. This resulted primarily from higher net income subject to allocation to Class A unitholders.

Preferred Share Dividends of Vornado Realty Trust

Preferred share dividends were $31,058,000 for the six months ended June 30, 2022, compared to $32,934,000 for the prior year’s six months, a decrease of $1,876,000.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $31,115,000 for the six months ended June 30, 2022, compared to $33,016,000 for the prior year’s six months, a decrease of $1,901,000.

Results of Operations – Six Months Ended June 30, 2022 Compared to June 30, 2021 - continued

Same Store Net Operating Income At Share

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


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share for the six months ended June 30, 2022	$	573,204		$	491,759		$	39,861		$	32,959		$	8,625
Less NOI at share from:
Change in ownership interest in One Park Avenue	(11,263)			(11,263)			—			—			—
Dispositions	(3,435)			(3,435)			—			—			—
Development properties	(42,527)			(42,527)			—			—			—
Other non-same store income, net	(11,761)			(3,136)			—			—			(8,625)
Same store NOI at share for the six months ended June 30, 2022	$	504,218		$	431,398		$	39,861		$	32,959		$	—

NOI at share for the six months ended June 30, 2021	$	499,675		$	422,176		$	36,519		$	32,102		$	8,878
Less NOI at share from:
Dispositions	(3,912)			(3,912)			—			—			—
Development properties	(16,906)			(16,304)			—			(602)			—
Hotel Pennsylvania (permanently closed on April 5, 2021)	12,677			12,677			—			—			—
Other non-same store income, net	(12,795)			(3,917)			—			—			(8,878)
Same store NOI at share for the six months ended June 30, 2021	$	478,739		$	410,720		$	36,519		$	31,500		$	—

Increase in same store NOI at share	$	25,479		$	20,678		$	3,342		$	1,459		$	—

% increase in same store NOI at share	5.3		%	5.0		%	9.2		%	4.6		%	0.0		%

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


(Amounts in thousands)	Total			New York			theMART			555 California Street			Other
NOI at share - cash basis for the six months ended June 30, 2022	$	565,799		$	481,595		$	41,977		$	33,215		$	9,012
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue	(8,609)			(8,609)			—			—			—
Dispositions	(3,645)			(3,645)			—			—			—
Development properties	(28,586)			(28,586)			—			—			—
Other non-same store income, net	(12,902)			(3,890)			—			—			(9,012)
Same store NOI at share - cash basis for the six months ended June 30, 2022	$	512,057		$	436,865		$	41,977		$	33,215		$	—

NOI at share - cash basis for the six months ended June 30, 2021	$	499,323		$	421,744		$	37,341		$	30,807		$	9,431
Less NOI at share - cash basis from:
Dispositions	(3,360)			(3,360)			—			—			—
Development properties	(17,579)			(16,977)			—			(602)			—
Hotel Pennsylvania (permanently closed on April 5, 2021)	12,723			12,723			—			—			—
Other non-same store income, net	(13,682)			(4,251)			—			—			(9,431)
Same store NOI at share - cash basis for the six months ended June 30, 2021	$	477,425		$	409,879		$	37,341		$	30,205		$	—

Increase in same store NOI at share - cash basis	$	34,632		$	26,986		$	4,636		$	3,010		$	—

% increase in same store NOI at share - cash basis	7.3		%	6.6		%	12.4		%	10.0		%	0.0		%

Liquidity and Capital Resources

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

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

Summary Cash Flows for the Six Months Ended June 30, 2022 and 2021

Cash and cash equivalents and restricted cash was $1,116,318,000 as of June 30, 2022, a $814,033,000 decrease from the balance as of December 31, 2021.

Our cash flow activities are summarized as follows:


(Amounts in thousands)	For the Six Months Ended June 30,				Decrease in Cash Flow
	2022		2021
Net cash provided by operating activities	$	430,625	$	472,709	$	(42,084)
Net cash used in investing activities	(715,862)		(183,454)		(532,408)
Net cash (used in) provided by financing activities	(528,796)		297,713		(826,509)

Operating Activities

Net cash provided by operating activities primarily consists of 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 months ended June 30, 2022, net cash provided by operating activities of $430,625,000 was comprised of $359,419,000 of cash from operations, including distributions of income from partially owned entities of $95,494,000, and a net increase of $71,206,000 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)	For the Six Months Ended June 30,				Increase (Decrease) in Cash Flow
	2022		2021
Purchase of U.S. Treasury bills	$	(794,793)	$	—	$	(794,793)
Development costs and construction in progress	(418,748)		(269,376)		(149,372)
Proceeds from maturities of U.S. Treasury bills	299,668		—		299,668
Proceeds from sales of real estate	253,958		3,521		250,437
Additions to real estate	(70,046)		(90,138)		20,092
Proceeds from sale of condominium units at 220 Central Park South	16,124		72,216		(56,092)
Investments in partially owned entities	(11,091)		(6,357)		(4,734)
Distributions of capital from partially owned entities	10,066		106,005		(95,939)
Acquisitions of real estate and other	(1,000)		—		(1,000)
Proceeds from repayments of loan receivables	—		675		(675)
Net cash used in investing activities	$	(715,862)	$	(183,454)	$	(532,408)

Liquidity and Capital Resources - continued

Financing Activities

Net cash flow (used in) provided by 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 (used in) provided by financing activities:


(Amounts in thousands)	For the Six Months Ended June 30,				Increase (Decrease) in Cash Flow
	2022		2021
Repayments of borrowings	$	(1,240,573)	$	(1,573,443)	$	332,870
Proceeds from borrowings	1,029,773		2,298,007		(1,268,234)
Dividends paid on common shares/Distributions to Vornado	(203,240)		(202,989)		(251)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries	(56,589)		(159,926)		103,337
Debt issuance costs	(31,718)		(32,875)		1,157
Dividends paid on preferred shares/Distributions to preferred unitholders	(31,058)		(32,934)		1,876
Contributions from noncontrolling interests in consolidated subsidiaries	4,253		1,547		2,706
Proceeds received from exercise of Vornado stock options and other	441		440		1
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other	(85)		(114)		29
Net cash (used in) provided by financing activities	$	(528,796)	$	297,713	$	(826,509)

Development and Redevelopment Expenditures for the Six Months Ended June 30, 2022

Development and redevelopment expenditures consist of all hard and soft costs associated with the development and redevelopment of a property. We plan to fund these development and redevelopment expenditures from operating cash flow, existing liquidity, and/or borrowings. See the detailed discussion below 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 845,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 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 at our 95% share, of which $1,059,403,000 of cash has been expended as of June 30, 2022.

PENN 1

We are redeveloping PENN 1, a 2,527,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. In December 2020, we entered into an agreement with the Metropolitan Transportation Authority (the “MTA”) to oversee the redevelopment of the Long Island Rail Road Concourse at Penn Station (the "Concourse"), within the footprint of PENN 1. Skanska USA Civil Northeast, Inc. is performing the redevelopment under a fixed price contract for $380,000,000 which is being funded by the MTA. In connection with the redevelopment, we entered into an agreement with the MTA which will result in the widening of the Concourse to relieve overcrowding and our trading of 15,000 square feet of back of house space for 22,000 square feet of retail frontage space. Vornado's total development cost of our PENN 1 project is estimated to be $450,000,000, of which $337,360,000 of cash has been expended as of June 30, 2022.

PENN 2

We are redeveloping PENN 2, a 1,795,000 square foot (as expanded) office building located on the west side of Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which $268,409,000 of cash has been expended as of June 30, 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 $37,883,000 of cash has been expended as of June 30, 2022.

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

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

Liquidity and Capital Resources - continued

Insurance

Certain condominiums in which we own an interest (including the Farley Condominiums) maintain insurance policies with different per occurrence and aggregate limits than our policies described above.

Other Commitments and Contingencies

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 admitted a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of June 30, 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, 2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $10,300,000.

As of June 30, 2022, we have construction commitments aggregating approximately $459,000,000.

Funds From Operations (“FFO”)

Vornado Realty Trust

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of 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 18 – Income Per Share/Income Per Class A Unit, in our consolidated financial statements on page 38 of this Quarterly Report on Form 10-Q.

FFO attributable to common shareholders plus assumed conversions was $154,965,000, or $0.80 per diluted share for the three months ended June 30, 2022, compared to $153,364,000, or $0.80 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $309,997,000, or $1.60 per diluted share for the six months ended June 30, 2022, compared to $271,771,000, or $1.41 per diluted share, for the prior year’s six months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.


(Amounts in thousands, except per share amounts)	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2022			2021		2022			2021
Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders	$	50,418		$	48,045	$	76,896		$	52,128
Per diluted share	$	0.26		$	0.25	$	0.40		$	0.27

FFO adjustments:
Depreciation and amortization of real property	$	106,620		$	82,396	$	212,582		$	170,115

Net gain on sale of real estate	(27,803)			—		(28,354)			—
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property	33,681			34,846		65,820			69,704
Net gain on sale of real estate	(175)			(3,052)		(175)			(3,052)
Increase in fair value of marketable securities	—			(1,216)		—			(1,405)
	112,323			112,974		249,873			235,362
Noncontrolling interests' share of above adjustments	(7,781)			(7,666)		(17,287)			(15,741)
FFO adjustments, net	$	104,542		$	105,308	$	232,586		$	219,621

FFO attributable to common shareholders	$	154,960		$	153,353	$	309,482		$	271,749
Impact of assumed conversion of dilutive convertible securities	5			11		515			22
FFO attributable to common shareholders plus assumed conversions	$	154,965		$	153,364	$	309,997		$	271,771
Per diluted share	$	0.80		$	0.80	$	1.60		$	1.41

Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding	191,750			191,527		191,737			191,473
Effect of dilutive securities:
Convertible securities	1,412		(1)	26		1,271		(1)	26
Share-based payment awards	261			853		289			734
Denominator for FFO per diluted share	193,423			192,406		193,297			192,233

______________________

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

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)	2022						2021
	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	$	3,973,415	(1)	2.92%	$	39,734	$	4,534,215	1.59%
Fixed rate	4,490,000			3.24%	—		4,140,000		3.06%
	$	8,463,415		3.09%	39,734		$	8,674,215	2.29%
Pro rata share of debt of non-consolidated entities:
Variable rate	$	1,269,568		2.90%	12,696		$	1,267,224	1.78%
Fixed rate	1,430,097			3.73%	—		1,432,181		3.72%
	$	2,699,665		3.34%	12,696		$	2,699,405	2.81%
Noncontrolling interests' share of consolidated subsidiaries					(6,821)
Total change in annual net income attributable to the Operating Partnership					45,609
Noncontrolling interests’ share of the Operating Partnership					(3,161)
Total change in annual net income attributable to Vornado					$	42,448
Total change in annual net income attributable to the Operating Partnership per Class A unit					$	0.22
Total change in annual net income attributable to Vornado per common share					$	0.22

_____________________

(1)Includes $350,000 of the $700,000 mortgage loan on 770 Broadway which bears interest at a rate of SOFR plus 2.25% (3.75% as of June 30, 2022). On July 22, 2022, the interest rate on the remaining $350,000 was swapped to a fixed rate of 4.85%, resulting in the total $700,000 loan bearing interest at a blended fixed rate of 4.98% through July 2027.

Fair Value of Debt

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

Derivatives and Hedging


(Amounts in thousands)	As of June 30, 2022
						Variable Rate
Hedged Item	Fair Value		Notional Amount			Spread over LIBOR	Interest Rate	Swapped Rate	Expiration Date
Included in other assets:
Interest rate swaps:
555 California Street mortgage loan	$	42,763	$	840,000	(1)	L+193	3.26%	2.26%	5/24
PENN 11 mortgage loan	23,609		500,000			L+195	3.07%	2.23%	3/24
Unsecured term loan	2,497		750,000		(2)	S+130	2.83%	4.05%	10/23
4 Union Square South mortgage loan	1,613		100,000		(3)	L+140	2.46%	3.74%	1/25
Various interest rate caps	3,557		1,650,000
	$	74,039	$	3,840,000

Included in other liabilities:
770 Broadway mortgage loan interest rate swap	$	1,756	$	350,000	(4)	S+225	3.75%	5.11%	7/27

____________________

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

(2)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of SOFR plus 1.30%.

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, 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 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, 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, 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, 2022, we issued 6,391 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 $222,044 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.

On May 19, 2022, we granted 53,884 restricted units of the Operating Partnership at a market price of $33.88 per unit to Vornado Trustees that are not executives of the Company as part of their annual Trustee fees. The units were issued outside of Vornado's omnibus share plan and were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On July 28, 2022, the Board of Trustees (the “Board”) of Vornado approved and adopted amendments to Vornado’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”). In addition to certain technical, conforming and clarifying changes, these amendments include the following changes:

• Amending Article II, Section 2 to remove the requirement that Vornado’s annual meetings be held in the second calendar quarter of each year;

• Amending Article II, Section 4 to provide that Vornado may give multiple shareholders sharing the same address only one notice of any meeting of shareholders to align with a federal proxy rule;

• Removing outdated references to require the preparation of a “statement of affairs” consistent with an amendment to the Maryland REIT Law;

• Amending Article II to add a new Section 11 that expressly permits (i) postponement and cancellation of a meeting of the shareholders by “public announcement” prior to convening of the meeting and (ii) adjournment of a meeting of the shareholders;

• Amending Article II, Section 12 to (i) clarify that any shareholder wishing to nominate individuals for election to the Board or propose other business at a meeting of shareholders must have been a shareholder of record as of the record date set by the Board for the meeting; (ii) increase the advance notice period required for shareholders to nominate trustees or propose business to be considered at an annual meeting from 120 to 150 days prior to the first anniversary of the date of the proxy statement for the previous year’s annual meeting (provided that, if the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary of the preceding year’s annual meeting, the final deadline is the later of 120 days prior to the annual meeting or tenth day following the date of public announcement of the date of the annual meeting); and (iii) generally update and conform to the market standard for advance notice bylaws used by publicly-traded Maryland corporations and REITs;

• Amending Article II, Section 15 to clarify provisions related to organization and conduct of shareholder meetings;

• Amending Article II, Section 16 to provide that the provision related to control shares may be repealed at any time, whether before or after an acquisition of control shares, which repeal may apply to any prior or subsequence control share acquisition;

• Adding Article III, Section 17 to provide for the power of the Board or the shareholders to ratify any act, omission, failure to act or determination made not to act by Vornado or its officers;

• Adding Article III, Section 19 to provide that the Board’s determination as to various matters is final, conclusive and binding upon Vornado and its shareholders;

• Clarifying that (a) trustee, shareholder and committee action by unanimous consent and (b) notice of meeting to shareholders may be made by any means permitted by Maryland law, including electronic transmissions (e.g., e-mail Board consents rather than signed resolutions);

• Amending Article VII, Sections 1 to 3 to further clarify that shareholders are not entitled to receive certificated shares consistent with the New York Stock Exchange’s Direct Registration System eligibility requirements;

• Amending Article XII to clarify that the standard for indemnification is to the maximum extent permitted by Maryland law and that subsequent amendments to Article XII do not alter a trustee’s or officer’s entitlement to indemnification and advance of expenses, and to also remove the requirement to indemnify shareholders; and

• Adding new Article XV generally naming the circuit courts in the state of Maryland, or, if those courts do not have jurisdiction, any federal district court sitting in the state of Maryland as the exclusive forums for certain litigation asserting claims against the Trust, and adding an exclusive federal forum provision for the resolution of any claims arising under the Securities Act of 1933, as amended, or any rule or regulation thereunder.

As a result of the amendments to Article II, Section 12, any notice given by or on behalf of a shareholder pursuant to the provisions of our Bylaws must comply with the requirements of the Bylaws and must be delivered to the Secretary of the Trust at the principal executive office of the Trust, 888 Seventh Avenue, New York, New York 10019, not earlier than November 9, 2022, and not later than the close of business on December 9, 2022.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.


EXHIBIT INDEX
Exhibit No.
3.2		—	Amended and Restated Bylaws of Vornado Realty Trust, as amended on July 28, 2022	*
10.38		—	Second Amended and Restated Term Loan Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks	*
10.39		—	Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, the Banks listed on signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks	*
10.40		—	Third Amended and Restated Revolving Credit Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks	*
15.1		—	Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust
15.2		—	Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.
31.1		—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
31.2		—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
31.3		—	Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
31.4		—	Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
32.1		—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
32.2		—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
32.3		—	Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
32.4		—	Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
101		—	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, 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, 2022, formatted as iXBRL and contained in Exhibit 101.

	*		Filed herewith

SIGNATURES

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


		VORNADO REALTY TRUST
		(Registrant)


Date: August 1, 2022	By:	/s/ Deirdre Maddock
		Deirdre Maddock, Chief Accounting Officer (duly authorized officer and principal accounting officer)

SIGNATURES

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


		VORNADO REALTY L.P.
		(Registrant)


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