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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: September 30, 2022
 Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:to
 
Commission File Number:001-11954(Vornado Realty Trust)
Commission File Number:001-34482(Vornado Realty L.P.)

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

Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Vornado Realty TrustCommon Shares of beneficial interest, $.04 par value per shareVNONew York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust5.40% Series LVNO/PLNew York Stock Exchange
Vornado Realty Trust5.25% Series MVNO/PMNew York Stock Exchange
Vornado Realty Trust5.25% Series NVNO/PNNew York Stock Exchange
Vornado Realty Trust4.45% Series OVNO/PONew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Vornado Realty Trust: Yes ☑   No ☐    Vornado Realty L.P.: Yes ☑   No ☐ 
 
Indicate by check mark whether the registrant has submitted electronically 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
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. ☐

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 September 30, 2022, 191,816,684 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.


EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended September 30, 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 92.1% 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 facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.

3

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 and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
4

PART I.Financial Information:Page Number
Consolidated Balance Sheets (Unaudited) as of September 30, 2022 and December 31, 2021
Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021
Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021
Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2022 and 2021
Consolidated Balance Sheets (Unaudited) as of September 30, 2022 and December 31, 2021
Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021
Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021
Consolidated Statements of Changes in Equity (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2022 and 2021
Vornado Realty Trust and Vornado Realty L.P.:
PART II.Other Information:

5
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
September 30, 2022December 31, 2021
ASSETS
Real estate, at cost:
Land$2,477,956 $2,540,193 
Buildings and improvements10,015,452 9,839,166 
Development costs and construction in progress802,272 718,694 
Leasehold improvements and equipment122,948 119,792 
Total13,418,628 13,217,845 
Less accumulated depreciation and amortization(3,606,986)(3,376,347)
Real estate, net9,811,642 9,841,498 
Right-of-use assets685,298 337,197 
Cash and cash equivalents845,423 1,760,225 
Restricted cash131,625 170,126 
Investments in U.S. Treasury bills445,165 — 
Tenant and other receivables81,004 79,661 
Investments in partially owned entities3,250,197 3,297,389 
Real estate fund investments930 7,730 
220 Central Park South condominium units ready for sale78,590 57,142 
Receivable arising from the straight-lining of rents692,733 656,318 
Deferred leasing costs, net of accumulated amortization of $233,001 and $211,775
380,221 391,693 
Identified intangible assets, net of accumulated amortization of $95,661 and $97,186
142,116 154,895 
Other assets630,730 512,714 
 $17,175,674 $17,266,588 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,831,769 $6,053,343 
Senior unsecured notes, net1,191,322 1,189,792 
Unsecured term loan, net792,847 797,812 
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities731,674 370,206 
Accounts payable and accrued expenses475,151 613,497 
Deferred revenue41,879 48,118 
Deferred compensation plan95,681 110,174 
Other liabilities265,775 304,725 
Total liabilities10,001,098 10,062,667 
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 14,253,759 and 14,033,438 units outstanding
390,539 587,440 
Series D cumulative redeemable preferred units - 141,400 units outstanding
3,535 3,535 
Total redeemable noncontrolling partnership units394,074 590,975 
Redeemable noncontrolling interest in a consolidated subsidiary89,228 97,708 
Total redeemable noncontrolling interests483,302 688,683 
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 191,816,684 and 191,723,608 shares
7,652 7,648 
Additional capital8,362,387 8,143,093 
Earnings less than distributions(3,299,630)(3,079,320)
Accumulated other comprehensive income (loss)185,178 (17,534)
Total shareholders' equity6,438,046 6,236,346 
Noncontrolling interests in consolidated subsidiaries253,228 278,892 
Total equity6,691,274 6,515,238 
 $17,175,674 $17,266,588 
See notes to consolidated financial statements (unaudited).
6

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share amounts)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
REVENUES:
Rental revenues$409,144 $369,203 $1,211,621 $1,048,116 
Fee and other income48,287 40,009 141,434 120,014 
Total revenues457,431 409,212 1,353,055 1,168,130 
EXPENSES:
Operating(221,596)(212,699)(660,434)(594,598)
Depreciation and amortization(134,526)(100,867)(370,631)(285,998)
General and administrative(29,174)(25,553)(102,292)(100,341)
Benefit (expense) from deferred compensation plan liability600 (799)10,138 (7,422)
Transaction related costs and other(996)(9,681)(4,961)(10,630)
Total expenses(385,692)(349,599)(1,128,180)(998,989)

Income from partially owned entities24,341 26,269 83,775 86,768 
(Loss) income from real estate fund investments(111)(66)5,421 5,107 
Interest and other investment income, net5,228 633 9,282 3,694 
(Loss) income from deferred compensation plan assets(600)799 (10,138)7,422 
Interest and debt expense(76,774)(50,946)(191,523)(152,904)
Net gains on disposition of wholly owned and partially owned assets— 10,087 35,384 35,811 
Income before income taxes23,823 46,389 157,076 155,039 
Income tax (expense) benefit(3,711)25,376 (14,686)20,551 
Net income20,112 71,765 142,390 175,590 
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries3,792 (5,425)(4,756)(20,323)
Operating Partnership(606)(2,818)(6,382)(6,683)
Net income attributable to Vornado23,298 63,522 131,252 148,584 
Preferred share dividends(15,529)(16,800)(46,587)(49,734)
Series K preferred share issuance costs— (9,033)— (9,033)
NET INCOME attributable to common shareholders$7,769 $37,689 $84,665 $89,817 
INCOME PER COMMON SHARE - BASIC:
Net income per common share$0.04 $0.20 $0.44 $0.47 
Weighted average shares outstanding191,793 191,577 191,756 191,508 
INCOME PER COMMON SHARE - DILUTED:
Net income per common share$0.04 $0.20 $0.44 $0.47 
Weighted average shares outstanding192,018 192,041 192,042 192,151 
    
See notes to consolidated financial statements (unaudited).

7

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Net income$20,112 $71,765 $142,390 $175,590 
Other comprehensive income:
Change in fair value of interest rate swaps and other117,219 5,362 200,838 25,555 
Other comprehensive income of nonconsolidated subsidiaries5,124 1,322 19,084 6,381 
Comprehensive income142,455 78,449 362,312 207,526 
Less comprehensive income attributable to noncontrolling interests(7,279)(8,669)(28,348)(29,022)
Comprehensive income attributable to Vornado$135,176 $69,780 $333,964 $178,504 
See notes to consolidated financial statements (unaudited).
8

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(Amounts in thousands, except per share amounts)
Non-controlling Interests in Consolidated Subsidiaries
Accumulated
Other
Comprehensive
Income
Preferred SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsTotal Equity
SharesAmountSharesAmount
For the Three Months Ended
September 30, 2022:
Balance as of June 30, 202248,793 $1,182,459 191,775 $7,650 $8,339,161 $(3,205,751)$73,300 $253,994 $6,650,813 
Net income attributable to Vornado— — — — — 23,298 — — 23,298 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 967 967 
Dividends on common shares
($0.53 per share)
— — — — — (101,656)— — (101,656)
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— — 34 1 991 — — — 992 
Under dividend reinvestment plan— — 7 — 221 — — — 221 
Contributions— — — — — — — 650 650 
Distributions— — — — — — — (4,548)(4,548)
Deferred compensation shares and options— — — — 155 — — — 155 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 5,124 — 5,124 
Change in fair value of interest rate swaps and other— — — — — — 117,219 — 117,219 
Redeemable Class A unit measurement adjustment— — — — 21,857 — — — 21,857 
Noncontrolling interests' share of above adjustments— — — — — — (10,465)2,166 (8,299)
Other— — 1 1 2 8 — (1)10 
Balance as of September 30, 202248,793 $1,182,459 191,817 $7,652 $8,362,387 $(3,299,630)$185,178 $253,228 $6,691,274 
See notes to consolidated financial statements (unaudited).















9

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
(Amounts in thousands, except per share amounts)
Accumulated
Other
Comprehensive Loss		Non-controlling Interests in Consolidated Subsidiaries
Preferred SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsTotal Equity
SharesAmountSharesAmount
For the Three Months Ended
September 30, 2021:
Balance as of June 30, 202148,793 $1,182,291 191,561 $7,641 $8,069,033 $(2,925,161)$(51,437)$285,950 $6,568,317 
Net income attributable to Vornado— — — — — 63,522 — — 63,522 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 4,299 4,299 
Dividends on common shares
($0.53 per share)
— — — — — (101,527)— — (101,527)
Dividends on preferred shares (see Note 12 for dividends per share amounts)
— — — — — (16,800)— — (16,800)
Series O cumulative redeemable preferred shares issuance12,000 291,195 — — — — — — 291,195 
Common shares issued:
Upon redemption of Class A units, at redemption value— — 114 5 4,744 — — — 4,749 
Under dividend reinvestment plan— — 6 1 223 — — — 224 
Contributions— — — — — — — 1,110 1,110 
Distributions— — — — — — — (5,877)(5,877)
Conversion of Series A preferred shares to common shares— (13)1 — 13 — — — — 
Deferred compensation shares and options— — (1)— 226 — — — 226 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 1,322 — 1,322 
Change in fair value of interest rate swaps — — — — — — 5,360 — 5,360 
Redeemable Class A unit measurement adjustment— — — — 64,100 — — — 64,100 
Series K cumulative redeemable preferred shares called for redemption(12,000)(290,967)— — — (9,033)— — (300,000)
Redeemable noncontrolling interests' share of above adjustments— — — — — — (426)— (426)
Other— (7)— (1)(2)— 2 39 31 
Balance as of September 30, 202148,793 $1,182,499 191,681 $7,646 $8,138,337 $(2,988,999)$(45,179)$285,521 $6,579,825 
See notes to consolidated financial statements (unaudited).












10

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 SharesCommon SharesAdditional CapitalEarnings Less Than DistributionsTotal Equity
SharesAmountSharesAmount
For the Nine Months Ended
September 30, 2022:
Balance as of December 31, 202148,793 $1,182,459 191,724 $7,648 $8,143,093 $(3,079,320)$(17,534)$278,892 $6,515,238 
Net income attributable to Vornado— — — — — 131,252 — — 131,252 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 13,236 13,236 
Dividends on common shares
($1.59 per share)
— — — — — (304,896)— — (304,896)
Dividends on preferred shares (see Note 12 for dividends per share amounts)
— — — — — (46,587)— — (46,587)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 76 3 2,566 — — — 2,569 
Under employees' share option plan— — — — 7 — — — 7 
Under dividend reinvestment plan— — 19 — 655 — — — 655 
Contributions— — — — — — — 4,903 4,903 
Distributions— — — — — — — (45,976)(45,976)
Deferred compensation shares and options— — (2)— 447 (85)— — 362 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 19,084 — 19,084 
Change in fair value of interest rate swaps and other— — — — — — 200,838 — 200,838 
Redeemable Class A unit measurement adjustment— — — — 215,619 — — — 215,619 
Noncontrolling interests' share of above adjustments— — — — — — (17,210)2,166 (15,044)
Other— — — 1 — 6 — 7 14 
Balance as of September 30, 202248,793 $1,182,459 191,817 $7,652 $8,362,387 $(3,299,630)$185,178 $253,228 $6,691,274 
See notes to consolidated financial statements (unaudited).














11

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
(Amounts in thousands, except per share amounts)
Earnings Less Than DistributionsAccumulated
Other
Comprehensive
Loss		Non-controlling Interests in Consolidated Subsidiaries
Preferred SharesCommon SharesAdditional CapitalTotal Equity
SharesAmountSharesAmount
For the Nine Months Ended
September 30, 2021:
Balance as of December 31, 202048,793 $1,182,339 191,355 $7,633 $8,192,507 $(2,774,182)$(75,099)$414,957 $6,948,155 
Net income attributable to Vornado— — — — — 148,584 — — 148,584 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries
— — — — — — — 18,804 18,804 
Dividends on common shares
($1.59 per share)
— — — — — (304,516)— — (304,516)
Dividends on preferred shares (see Note 12 for dividends per share amounts)
— — — — — (49,734)— — (49,734)
Series O cumulative redeemable preferred shares issuance12,000 291,195 — — — — — — 291,195 
Common shares issued:
Upon redemption of Class A units, at redemption value
— — 313 13 13,045 — — — 13,058 
Under employees' share option plan
— — — — 10 — — — 10 
Under dividend reinvestment plan
— — 16 1 653 — — — 654 
Contributions— — — — — — — 2,657 2,657 
Distributions— — — — — — — (150,934)(150,934)
Conversion of Series A preferred shares to common shares— (13)1 — 13 — — — — 
Deferred compensation shares and options
— — (4)— 675 (114)— — 561 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 6,381 — 6,381 
Change in fair value of interest rate swaps — — — — — — 25,553 — 25,553 
Unearned 2018 Out-Performance Plan awards acceleration— — — — 10,283 — — — 10,283 
Redeemable Class A unit measurement adjustment— — — — (78,848)— — — (78,848)
Series K cumulative redeemable preferred shares called for redemption(12,000)(290,967)— — — (9,033)— — (300,000)
Redeemable noncontrolling interests' share of above adjustments
— — — — — — (2,016)— (2,016)
Other
— (55)— (1)(1)(4)2 37 (22)
Balance as of September 30, 202148,793 $1,182,499 191,681 $7,646 $8,138,337 $(2,988,999)$(45,179)$285,521 $6,579,825 
See notes to consolidated financial statements (unaudited).
12

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)For the Nine Months Ended September 30,
20222021
Cash Flows from Operating Activities:
Net income $142,390 $175,590 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)386,697 299,749 
Distributions of income from partially owned entities137,758 171,367 
Equity in net income of partially owned entities(83,775)(86,768)
Straight-lining of rents(45,835)11,651 
Net gains on disposition of wholly owned and partially owned assets(35,384)(35,811)
Stock-based compensation expense22,887 32,889 
Change in deferred tax liability9,992 2,497 
Amortization of below-market leases, net(3,788)(7,939)
Net realized and unrealized loss on real estate fund investments1,128 789 
Write-off of lease receivables deemed uncollectible782 7,219 
Real estate impairment losses— 7,880 
Other non-cash adjustments2,560 (5,046)
Changes in operating assets and liabilities:
Real estate fund investments— (789)
Tenant and other receivables(2,128)(12,092)
Prepaid assets33,995 (44,731)
Other assets(22,706)(77,508)
Accounts payable and accrued expenses6,649 43,067 
Other liabilities8,605 (3,911)
Net cash provided by operating activities559,827 478,103 
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills(794,793)— 
Development costs and construction in progress(557,884)(444,645)
Proceeds from maturities of U.S. Treasury bills 349,461 — 
Proceeds from sales of real estate253,958 100,024 
Additions to real estate(120,124)(113,374)
Distributions of capital from partially owned entities20,566 106,005 
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South16,124 97,683 
Investments in partially owned entities(15,046)(12,366)
Acquisitions of real estate and other(2,000)(3,000)
Acquisition of additional 45.0% ownership interest in One Park Avenue (inclusive of $5,806 of prorations and net working capital and net of $39,370 of cash and restricted cash balances consolidated upon acquisition)
— (123,936)
Proceeds from repayments of loan receivables— 975 
Net cash used in investing activities(849,738)(392,634)
See notes to consolidated financial statements (unaudited).

13

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

(Amounts in thousands)For the Nine Months Ended September 30,
20222021
Cash Flows from Financing Activities:
Repayments of borrowings$(1,245,973)$(1,578,843)
Proceeds from borrowings1,029,773 2,298,007 
Dividends paid on common shares(304,896)(304,516)
Distributions to noncontrolling interests(68,716)(173,356)
Dividends paid on preferred shares(46,587)(49,400)
Debt issuance costs(32,473)(33,935)
Contributions from noncontrolling interests4,903 2,657 
Proceeds received from exercise of employee share options and other662 664 
Repurchase of shares related to stock compensation agreements and related tax withholdings and other(85)(114)
Proceeds from the issuance of preferred shares— 291,195 
Net cash (used in) provided by financing activities(663,392)452,359 
Net (decrease) increase in cash and cash equivalents and restricted cash(953,303)537,828 
Cash and cash equivalents and restricted cash at beginning of period1,930,351 1,730,369 
Cash and cash equivalents and restricted cash at end of period$977,048 $2,268,197 
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,760,225 $1,624,482 
Restricted cash at beginning of period170,126 105,887 
Cash and cash equivalents and restricted cash at beginning of period$1,930,351 $1,730,369 
Cash and cash equivalents at end of period$845,423 $2,128,964 
Restricted cash at end of period131,625 139,233 
Cash and cash equivalents and restricted cash at end of period$977,048 $2,268,197 
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $12,095 and $31,785
$170,839 $137,937 
Cash payments for income taxes$6,919 $8,426 
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 adjustment215,619 (78,848)
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other200,838 25,555 
Accrued capital expenditures included in accounts payable and accrued expenses86,844 120,635 
Reclassification of assets held for sale (included in "other assets")64,177 79,421 
Write-off of fully depreciated assets(52,475)(78,353)
Reclassification of condominium units from "development costs and construction in progress" to
   "220 Central Park South condominium units ready for sale"
30,542 11,767 
Increase in assets and liabilities resulting from the consolidation of One Park Avenue:
Real estate— 566,013 
Identified intangible assets— 139,545 
Mortgages payable— 525,000 
Deferred revenue— 18,884 
Reclassification of Series K cumulative redeemable preferred shares to liabilities upon call for redemption— 300,000 
See notes to consolidated financial statements (unaudited).
14

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

(Amounts in thousands, except unit amounts)As of
September 30, 2022December 31, 2021
ASSETS
Real estate, at cost:
Land$2,477,956 $2,540,193 
Buildings and improvements10,015,452 9,839,166 
Development costs and construction in progress802,272 718,694 
Leasehold improvements and equipment122,948 119,792 
Total13,418,628 13,217,845 
Less accumulated depreciation and amortization(3,606,986)(3,376,347)
Real estate, net9,811,642 9,841,498 
Right-of-use assets685,298 337,197 
Cash and cash equivalents845,423 1,760,225 
Restricted cash131,625 170,126 
Investments in U.S. Treasury bills445,165 — 
Tenant and other receivables81,004 79,661 
Investments in partially owned entities3,250,197 3,297,389 
Real estate fund investments930 7,730 
220 Central Park South condominium units ready for sale78,590 57,142 
Receivable arising from the straight-lining of rents 692,733 656,318 
Deferred leasing costs, net of accumulated amortization of $233,001 and $211,775
380,221 391,693 
Identified intangible assets, net of accumulated amortization of $95,661 and $97,186
142,116 154,895 
Other assets630,730 512,714 
$17,175,674 $17,266,588 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,831,769 $6,053,343 
Senior unsecured notes, net1,191,322 1,189,792 
Unsecured term loan, net792,847 797,812 
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities731,674 370,206 
Accounts payable and accrued expenses475,151 613,497 
Deferred revenue41,879 48,118 
Deferred compensation plan95,681 110,174 
Other liabilities265,775 304,725 
Total liabilities10,001,098 10,062,667 
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 14,253,759 and 14,033,438 units outstanding
390,539 587,440 
Series D cumulative redeemable preferred units - 141,400 units outstanding
3,535 3,535 
Total redeemable noncontrolling partnership units394,074 590,975 
Redeemable noncontrolling interest in a consolidated subsidiary89,228 97,708 
Total redeemable noncontrolling interests483,302 688,683 
Partners' equity:
Partners' capital9,552,498 9,333,200 
Earnings less than distributions(3,299,630)(3,079,320)
Accumulated other comprehensive income (loss)185,178 (17,534)
Total partners' equity6,438,046 6,236,346 
Noncontrolling interests in consolidated subsidiaries253,228 278,892 
Total equity6,691,274 6,515,238 
$17,175,674 $17,266,588 
See notes to consolidated financial statements (unaudited).
15

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per unit amounts)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
REVENUES:
Rental revenues$409,144 $369,203 $1,211,621 $1,048,116 
Fee and other income48,287 40,009 141,434 120,014 
Total revenues457,431 409,212 1,353,055 1,168,130 
EXPENSES:
Operating(221,596)(212,699)(660,434)(594,598)
Depreciation and amortization(134,526)(100,867)(370,631)(285,998)
General and administrative(29,174)(25,553)(102,292)(100,341)
Benefit (expense) from deferred compensation plan liability600 (799)10,138 (7,422)
Transaction related costs and other(996)(9,681)(4,961)(10,630)
Total expenses(385,692)(349,599)(1,128,180)(998,989)
Income from partially owned entities24,341 26,269 83,775 86,768 
(Loss) income from real estate fund investments(111)(66)5,421 5,107 
Interest and other investment income, net5,228 633 9,282 3,694 
(Loss) income from deferred compensation plan assets(600)799 (10,138)7,422 
Interest and debt expense(76,774)(50,946)(191,523)(152,904)
Net gains on disposition of wholly owned and partially owned assets— 10,087 35,384 35,811 
Income before income taxes23,823 46,389 157,076 155,039 
Income tax (expense) benefit(3,711)25,376 (14,686)20,551 
Net income20,112 71,765 142,390 175,590 
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries3,792 (5,425)(4,756)(20,323)
Net income attributable to Vornado Realty L.P.23,904 66,340 137,634 155,267 
Preferred unit distributions(15,558)(16,842)(46,673)(49,858)
Series K preferred unit issuance costs— (9,033)— (9,033)
NET INCOME attributable to Class A unitholders$8,346 $40,465 $90,961 $96,376 
INCOME PER CLASS A UNIT - BASIC:
Net income per Class A unit$0.04 $0.19 $0.43 $0.46 
Weighted average units outstanding205,410 204,864 205,271 204,663 
INCOME PER CLASS A UNIT - DILUTED:
Net income per Class A unit$0.04 $0.19 $0.43 $0.46 
Weighted average units outstanding205,912 205,703 205,924 205,616 
See notes to consolidated financial statements (unaudited).
16

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Net income$20,112 $71,765 $142,390 $175,590 
Other comprehensive income:
Change in fair value of interest rate swaps and other117,219 5,362 200,838 25,555 
Other comprehensive income of nonconsolidated subsidiaries5,124 1,322 19,084 6,381 
Comprehensive income 142,455 78,449 362,312 207,526 
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries1,626 (5,425)(6,922)(20,323)
Comprehensive income attributable to Vornado Realty L.P.$144,081 $73,024 $355,390 $187,203 

See notes to consolidated financial statements (unaudited).
17

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(Amounts in thousands, except per unit amounts)
Accumulated
Other
Comprehensive
Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total Equity
UnitsAmountUnitsAmount
For the Three Months Ended
September 30, 2022:
Balance as of June 30, 202248,793 $1,182,459 191,775 $8,346,811 $(3,205,751)$73,300 $253,994 $6,650,813 
Net income attributable to Vornado Realty L.P.— — — — 23,904 — — 23,904 
Net income attributable to redeemable partnership units— — — — (606)— — (606)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 967 967 
Distributions to Vornado
($0.53 per unit)
— — — — (101,656)— — (101,656)
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— — 34 992 — — — 992 
Under Vornado's dividend reinvestment plan— — 7 221 — — — 221 
Contributions— — — — — — 650 650 
Distributions— — — — — — (4,548)(4,548)
Deferred compensation units and options— — — 155 — — — 155 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 5,124 — 5,124 
Change in fair value of interest rate swaps and other— — — — — 117,219 — 117,219 
Redeemable Class A unit measurement adjustment— — — 21,857 — — — 21,857 
Noncontrolling interests' share of above adjustments— — — — — (10,465)2,166 (8,299)
Other— — 1 3 8 — (1)10 
Balance as of September 30, 202248,793 $1,182,459 191,817 $8,370,039 $(3,299,630)$185,178 $253,228 $6,691,274 
See notes to consolidated financial statements (unaudited).















18

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

(Amounts in thousands, except per unit amounts)
Accumulated
Other
Comprehensive
Loss		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total Equity
UnitsAmountUnitsAmount
For the Three Months Ended
September 30, 2021:
Balance as of June 30, 202148,793 $1,182,291 191,561 $8,076,674 $(2,925,161)$(51,437)$285,950 $6,568,317 
Net income attributable to Vornado Realty L.P.— — — — 66,340 — — 66,340 
Net income attributable to redeemable partnership units— — — — (2,818)— — (2,818)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 4,299 4,299 
Distributions to Vornado
($0.53 per unit)
— — — — (101,527)— — (101,527)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)
— — — — (16,800)— — (16,800)
Series O cumulative redeemable preferred units issuance12,000 291,195 — — — — — 291,195 
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value
— — 114 4,749 — — — 4,749 
Under Vornado's dividend reinvestment plan
— — 6 224 — — — 224 
Contributions— — — — — — 1,110 1,110 
Distributions
— — — — — — (5,877)(5,877)
Conversion of Series A preferred units to Class A units— (13)1 13 — — — — 
Deferred compensation units and options
— — (1)226 — — — 226 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 1,322 — 1,322 
Change in fair value of interest rate swaps— — — — — 5,360 — 5,360 
Redeemable Class A unit measurement adjustment— — — 64,100 — — — 64,100 
Series K cumulative redeemable preferred units called for redemption(12,000)(290,967)— — (9,033)— — (300,000)
Redeemable partnership units' share of above adjustments
— — — — — (426)— (426)
Other
— (7)— (3)— 2 39 31 
Balance as of September 30, 202148,793 $1,182,499 191,681 $8,145,983 $(2,988,999)$(45,179)$285,521 $6,579,825 
See notes to consolidated financial statements (unaudited).














19

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

(Amounts in thousands, except per unit amounts)
Accumulated
Other
Comprehensive
(Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Total Equity
UnitsAmountUnitsAmount
For the Nine Months Ended
September 30, 2022:
Balance as of December 31, 202148,793 $1,182,459 191,724 $8,150,741 $(3,079,320)$(17,534)$278,892 $6,515,238 
Net income attributable to Vornado Realty L.P.— — — — 137,634 — — 137,634 
Net income attributable to redeemable partnership units— — — — (6,382)— — (6,382)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 13,236 13,236 
Distributions to Vornado
($1.59 per unit)
— — — — (304,896)— — (304,896)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)
— — — — (46,587)— — (46,587)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 76 2,569 — — — 2,569 
Under Vornado's employees' share option plan— — — 7 — — — 7 
Under Vornado's dividend reinvestment plan— — 19 655 — — — 655 
Contributions— — — — — — 4,903 4,903 
Distributions— — — — — — (45,976)(45,976)
Deferred compensation units and options— — (2)447 (85)— — 362 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 19,084 — 19,084 
Change in fair value of interest rate swaps and other— — — — — 200,838 — 200,838 
Redeemable Class A unit measurement adjustment— — — 215,619 — — — 215,619 
Noncontrolling interests' share of above adjustments— — — — — (17,210)2,166 (15,044)
Other— — — 1 6 — 7 14 
Balance as of September 30, 202248,793 $1,182,459 191,817 $8,370,039 $(3,299,630)$185,178 $253,228 $6,691,274 
See notes to consolidated financial statements (unaudited).















20

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

(Amounts in thousands, except per unit amounts)Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
Loss		Non-controlling Interests in Consolidated Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Total Equity
UnitsAmountUnitsAmount
For the Nine Months Ended
September 30, 2021:
Balance as of December 31, 202048,793 $1,182,339 191,355 $8,200,140 $(2,774,182)$(75,099)$414,957 $6,948,155 
Net income attributable to Vornado Realty L.P.— — — — 155,267 — — 155,267 
Net income attributable to redeemable partnership units— — — — (6,683)— — (6,683)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 18,804 18,804 
Distributions to Vornado
($1.59 per unit)
— — — — (304,516)— — (304,516)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)
— — — — (49,734)— — (49,734)
Series O cumulative redeemable preferred units issuance12,000 291,195 — — — — — 291,195 
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value
— — 313 13,058 — — — 13,058 
Under Vornado's employees' share option plan
— — — 10 — — — 10 
Under Vornado's dividend reinvestment plan
— — 16 654 — — — 654 
Contributions— — — — — — 2,657 2,657 
Distributions— — — — — — (150,934)(150,934)
Conversion of Series A preferred units to Class A units— (13)1 13 — — — — 
Deferred compensation units and options
— — (4)675 (114)— — 561 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 6,381 — 6,381 
Change in fair value of interest rate swaps— — — — — 25,553 — 25,553 
Unearned 2018 Out-Performance Plan awards acceleration— — — 10,283 — — — 10,283 
Redeemable Class A unit measurement adjustment— — — (78,848)— — — (78,848)
Series K cumulative redeemable preferred units called for redemption(12,000)(290,967)— — (9,033)— — (300,000)
Redeemable partnership units' share of above adjustments
— — — — — (2,016)— (2,016)
Other
— (55)— (2)(4)2 37 (22)
Balance as of September 30, 202148,793 $1,182,499 191,681 $8,145,983 $(2,988,999)$(45,179)$285,521 $6,579,825 
See notes to consolidated financial statements (unaudited).
21

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)For the Nine Months Ended September 30,
20222021
Cash Flows from Operating Activities:
Net income $142,390 $175,590 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)386,697 299,749 
Distributions of income from partially owned entities137,758 171,367 
Equity in net income of partially owned entities(83,775)(86,768)
Straight-lining of rents(45,835)11,651 
Net gains on disposition of wholly owned and partially owned assets(35,384)(35,811)
Stock-based compensation expense22,887 32,889 
Change in deferred tax liability9,992 2,497 
Amortization of below-market leases, net(3,788)(7,939)
Net realized and unrealized loss on real estate fund investments1,128 789 
Write-off of lease receivables deemed uncollectible782 7,219 
Real estate impairment losses— 7,880 
Other non-cash adjustments2,560 (5,046)
Changes in operating assets and liabilities:
Real estate fund investments— (789)
Tenant and other receivables(2,128)(12,092)
Prepaid assets33,995 (44,731)
Other assets(22,706)(77,508)
Accounts payable and accrued expenses6,649 43,067 
Other liabilities8,605 (3,911)
Net cash provided by operating activities559,827 478,103 
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills(794,793)— 
Development costs and construction in progress(557,884)(444,645)
Proceeds from maturities of U.S. Treasury bills 349,461 — 
Proceeds from sales of real estate253,958 100,024 
Additions to real estate(120,124)(113,374)
Distributions of capital from partially owned entities20,566 106,005 
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South16,124 97,683 
Investments in partially owned entities(15,046)(12,366)
Acquisitions of real estate and other(2,000)(3,000)
Acquisition of additional 45.0% ownership interest in One Park Avenue (inclusive of $5,806 of prorations and net working capital and net of $39,370 of cash and restricted cash balances consolidated upon acquisition)
— (123,936)
Proceeds from repayments of loan receivables— 975 
Net cash used in investing activities(849,738)(392,634)
See notes to consolidated financial statements (unaudited).

22

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
(Amounts in thousands)For the Nine Months Ended September 30,
20222021
Cash Flows from Financing Activities:
Repayments of borrowings$(1,245,973)$(1,578,843)
Proceeds from borrowings1,029,773 2,298,007 
Distributions to Vornado(304,896)(304,516)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(68,716)(173,356)
Distributions to preferred unitholders(46,587)(49,400)
Debt issuance costs(32,473)(33,935)
Contributions from noncontrolling interests in consolidated subsidiaries4,903 2,657 
Proceeds received from exercise of Vornado stock options and other662 664 
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(85)(114)
Proceeds from the issuance of preferred units— 291,195 
Net cash (used in) provided by financing activities(663,392)452,359 
Net (decrease) increase in cash and cash equivalents and restricted cash(953,303)537,828 
Cash and cash equivalents and restricted cash at beginning of period1,930,351 1,730,369 
Cash and cash equivalents and restricted cash at end of period$977,048 $2,268,197 
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,760,225 $1,624,482 
Restricted cash at beginning of period170,126 105,887 
Cash and cash equivalents and restricted cash at beginning of period$1,930,351 $1,730,369 
Cash and cash equivalents at end of period$845,423 $2,128,964 
Restricted cash at end of period131,625 139,233 
Cash and cash equivalents and restricted cash at end of period$977,048 $2,268,197 
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $12,095 and $31,785
$170,839 $137,937 
Cash payments for income taxes$6,919 $8,426 
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 adjustment215,619 (78,848)
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other200,838 25,555 
Accrued capital expenditures included in accounts payable and accrued expenses86,844 120,635 
Reclassification of assets held for sale (included in "other assets")64,177 79,421 
Write-off of fully depreciated assets(52,475)(78,353)
Reclassification of condominium units from "development costs and construction in progress" to
   "220 Central Park South condominium units ready for sale"
30,542 11,767 
Increase in assets and liabilities resulting from the consolidation of One Park Avenue:
Real estate— 566,013 
Identified intangible assets— 139,545 
Mortgages payable— 525,000 
Deferred revenue— 18,884 
Reclassification of Series K cumulative redeemable preferred units to liabilities upon call for redemption— 300,000 
See notes to consolidated financial statements (unaudited)


23

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. (the “Operating Partnership”), a Delaware limited partnership. Vornado is the sole general partner of and owned approximately 92.1% of the common limited partnership interest in the Operating Partnership as of September 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 nine months ended September 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 Accounting Standards Update ("ASU") 2020-04 establishing Accounting Standards Codification ("ASC") Topic 848, Reference Rate Reform, and in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope (collectively, "ASC 848"). ASC 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASC 848 is optional and may be elected over time as reference rate reform activities occur. We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In August 2020, the FASB issued an update ("ASU 2020-06") Debt - Debt with Conversion and Other Options (ASC Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We adopted this update effective January 1, 2022 using the modified retrospective approach which did not have a material impact on our consolidated financial statements and disclosures.
In July 2021, the FASB issued an update ("ASU 2021-05") Lessors - Certain Leases with Variable Lease Payments to ASC Topic 842, Leases ("ASC 842"). ASU 2021-05 provides additional ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We adopted this update effective January 1, 2022 which did not have an impact our consolidated financial statements and disclosures.
24

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 nine months ended September 30, 2022 and 2021 is set forth in Note 20 - Segment Information.
(Amounts in thousands)For the Three Months Ended September 30, 2022For the Three Months Ended September 30, 2021
TotalNew YorkOtherTotalNew YorkOther
Property rentals$371,754 $303,574 $68,180 $345,235 $273,197 $72,038 
Trade shows(1)
18,654 — 18,654 12,605 — 12,605 
Lease revenues(2)
390,408 303,574 86,834 357,840 273,197 84,643 
Tenant services14,134 9,937 4,197 11,363 7,565 3,798 
Parking revenues4,602 3,820 782 — — — 
Rental revenues
409,144 317,331 91,813 369,203 280,762 88,441 
BMS cleaning fees35,062 37,371 (2,309)
(3)
30,827 32,630 (1,803)
(3)
Management and leasing fees2,532 2,595 (63)2,509 2,680 (171)
Other income10,693 2,736 7,957 6,673 571 6,102 
Fee and other income
48,287 42,702 5,585 40,009 35,881 4,128 
Total revenues
$457,431 $360,033 $97,398 $409,212 $316,643 $92,569 
____________________
See notes below.
(Amounts in thousands)For the Nine Months Ended September 30, 2022For the Nine Months Ended September 30, 2021
TotalNew YorkOtherTotalNew YorkOther
Property rentals$1,132,690 $921,179 $211,511 $1,008,237 $795,841 $212,396 
Trade shows(1)
29,640 — 29,640 12,605 — 12,605 
Lease revenues(2)
1,162,330 921,179 241,151 1,020,842 795,841 225,001 
Tenant services35,484 25,481 10,003 27,274 18,502 8,772 
Parking revenues13,807 11,556 2,251 — — — 
Rental revenues1,211,621 958,216 253,405 1,048,116 814,343 233,773 
BMS cleaning fees101,752 108,288 (6,536)
(3)
87,387 92,178 (4,791)
(3)
Management and leasing fees8,167 8,573 (406)10,951 11,290 (339)
Other income31,515 7,666 23,849 21,676 3,947 17,729 
Fee and other income141,434 124,527 16,907 120,014 107,415 12,599 
Total revenues$1,353,055 $1,082,743 $270,312 $1,168,130 $921,758 $246,372 
____________________
(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 September 30,For the Nine Months Ended September 30,
2022202120222021
Fixed billings$353,040 $329,499 $1,025,182 $945,322 
Variable billings28,919 29,008 93,118 90,780 
Total contractual operating lease billings381,959 358,507 1,118,300 1,036,102 
Adjustment for straight-line rents and amortization of acquired below-market leases and other, net8,730 1,313 44,812 (8,041)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible(281)(1,980)(782)(7,219)
Lease revenues$390,408 $357,840 $1,162,330 $1,020,842 
(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.


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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, subject to potential additional extensions. 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% (6.82% as of September 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 September 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 $7,730,000.
Below is a summary of (loss) income from the Fund and the Crowne Plaza Joint Venture.
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Net investment (loss) income$(111)$(66)$6,549 $5,896 
Previously recorded unrealized loss on exited investments— — 59,396 — 
Realized loss on exited investments— — (53,724)— 
Net unrealized loss on held investments— — (6,800)(789)
(Loss) income from real estate fund investments(111)(66)5,421 5,107 
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries312 360 (3,287)(2,914)
Income from real estate fund investments, net of noncontrolling interests in consolidated subsidiaries$201 $294 $2,134 $2,193 
6.    Investments in Partially Owned Entities
Fifth Avenue and Times Square JV
As of September 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 September 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 $378,876,000, 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.

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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 nine months ended September 30, 2022.
330 West 34th Street land owner joint venture
On August 18, 2022, the joint venture that owns the fee interest in the 330 West 34th Street land, in which we have a 34.8% interest, completed a $100,000,000 refinancing. The interest-only loan bears interest at a fixed rate of 4.55% and matures in September 2032. In connection with the refinancing, we realized net proceeds of $10,500,000. The loan replaces the previous $50,150,000 loan that bore interest at a fixed rate of 5.71%.
Alexander's, Inc. ("Alexander's") (NYSE: ALX)
As of September 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 September 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 September 30, 2022 closing share price of $208.96, was $345,634,000, or $254,356,000 in excess of the carrying amount on our consolidated balance sheets. As of September 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 $29,828,000. 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.
Percentage Ownership at September 30, 2022Balance as of
(Amounts in thousands)September 30, 2022December 31, 2021
Investments:
Fifth Avenue and Times Square JV (see page 26 for details):
51.5%$2,765,475 $2,770,633 
Partially owned office buildings/land(1)
Various271,634 298,415 
Alexander’s32.4%91,278 91,405 
Other investments(2)
Various121,810 136,936 
$3,250,197 $3,297,389 
Investments in partially owned entities included in other liabilities(3):
7 West 34th Street53.0%$(63,124)$(60,918)
85 Tenth Avenue49.9%(16,884)(18,067)
$(80,008)$(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.

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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 September 30, 2022For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
 Our share of net income (loss):
Fifth Avenue and Times Square JV (see page 26 for details):
Equity in net income51.5%$11,941 $12,671 $41,915 $32,314 
Return on preferred equity, net of our share of the expense9,430 9,430 27,985 27,985 
21,371 22,101 69,900 60,299 
Alexander's (see page 27 for details):
Equity in net income(1)
32.4%4,740 3,710 14,235 17,764 
Management, leasing and development fees1,170 1,085 3,352 3,622 
5,910 4,795 17,587 21,386 
Partially owned office buildings(2)
Various(4,732)418 (8,080)8,395 
Other investments(3)
Various1,792 (1,045)4,368 (3,312)
$24,341 $26,269 $83,775 $86,768 
____________________
(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 nine months ended September 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 September 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.
40 Fulton Street
On August 17, 2022, we entered into an agreement to sell 40 Fulton Street, a 251,000 square foot Manhattan office and retail building, for $102,000,000. We expect to close the sale in the fourth quarter of 2022 and recognize a net gain of approximately $33,000,000 after closing costs. The sale is subject to customary closing conditions. As of September 30, 2022, the $64,177,000 carrying value of the property was classified as held-for-sale and is included in "other assets" on our consolidated balance sheets.

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(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
September 30, 2022December 31, 2021
Identified intangible assets:
Gross amount$237,777 $252,081 
Accumulated amortization(95,661)(97,186)
Total, net$142,116 $154,895 
Identified intangible liabilities (included in deferred revenue):
Gross amount$244,396 $256,065 
Accumulated amortization(206,711)(212,245)
Total, net$37,685 $43,820 
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $1,384,000 and $2,222,000 for the three months ended September 30, 2022 and 2021, respectively, and $3,788,000 and $7,939,000 for the nine months ended September 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$5,471 
20242,352 
2025941 
2026299 
2027(148)
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $1,987,000 and $2,066,000 for the three months ended September 30, 2022 and 2021, respectively, and $8,529,000 and $4,377,000 for the nine months ended September 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 
20247,128 
20256,077 
20265,884 
20275,449 
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% (4.64% as of September 30, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The interest rate on the loan was swapped to a fixed rate of 5.06% through March 2024, and 5.26% through June 2027. 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% (4.93% as of September 30, 2022) and matures in July 2024 with three one-year extension options (July 2027 as fully extended). The interest rate on the loan was swapped to a fixed rate of 4.98% through July 2027. The loan replaces the previous $700,000,000 loan that bore interest at SOFR plus 1.86% and was scheduled to mature in July 2022.
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10.    Debt - continued
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% (4.18% as of September 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. On August 16, 2022, the interest rate on the $575,000,000 drawn on the facility was swapped to a fixed interest rate of 3.88% through August 2027. 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% (4.33% as of September 30, 2022) and is currently swapped to a fixed rate of 4.05%.
Interest Rate Hedging Activities
We entered into the following interest rate swap arrangements during the nine months ended September 30, 2022. See Note 14 - Fair Value Measurements for further information on our consolidated hedging instruments.
(Amounts in thousands)Notional AmountAll-In Swapped RateSwap Expiration DateVariable Rate Spread
770 Broadway mortgage loan$700,000 4.98%07/27
S+225
Unsecured revolving credit facility575,0003.88%08/27
S+115
Unsecured term loan(1)
50,000 4.04%08/27
S+130
Unsecured term loan (effective 10/23)500,000 4.39%10/26
S+130
100 West 33rd Street mortgage loan480,000 5.06%06/27
S+165
888 Seventh Avenue mortgage loan(2)
200,000 4.66%09/27
L+170
____________________
(1)Together with the existing $750,000 interest rate swap arrangement expiring October 2023, the $800,000 unsecured term loan balance currently bears interest at a fixed rate of 4.05%.
(2)The remaining $83,200 amortizing mortgage loan balance bears interest at a floating rate of LIBOR plus 1.70%.
Debt Summary
Below is a summary of our consolidated debt balances as of September 30, 2022 and December 31, 2021.
(Amounts in thousands)
Weighted Average Interest Rate at September 30, 2022(1)
Balance as of
September 30, 2022December 31, 2021
Mortgages Payable:
Fixed rate3.62%$3,570,000 $2,190,000 
Variable rate4.35%2,313,015 3,909,215 
Total3.91%5,883,015 6,099,215 
Deferred financing costs, net and other(51,246)(45,872)
Total, net$5,831,769 $6,053,343 
Unsecured Debt:
Senior unsecured notes3.02%$1,200,000 $1,200,000 
Deferred financing costs, net and other(8,678)(10,208)
Senior unsecured notes, net1,191,322 1,189,792 
Unsecured term loan4.05%800,000 800,000 
Deferred financing costs, net and other(7,153)(2,188)
Unsecured term loan, net792,847 797,812 
Unsecured revolving credit facilities3.88%575,000 575,000 
Total, net$2,559,169 $2,562,604 
____________________
(1)Represents the interest rate in effect as of September 30, 2022 based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
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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 September 30,For the Nine Months Ended September 30,
2022202120222021
Beginning balance$412,022 $654,771 $590,975 $511,747 
Net income 606 2,818 6,382 6,683 
Other comprehensive income8,299 426 15,044 2,016 
Distributions(7,579)(7,553)(22,740)(22,422)
Redemption of Class A units for Vornado common shares, at redemption value(992)(4,749)(2,569)(13,058)
Redeemable Class A unit measurement adjustment(21,857)(64,100)(215,619)78,848 
Other, net3,575 13,036 22,601 30,835 
Ending balance$394,074 $594,649 $394,074 $594,649 
As of September 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 $390,539,000 and $587,440,000, respectively.
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 September 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 nine months ended September 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 September 30,For the Nine Months Ended September 30,
2022202120222021
Beginning balance$93,987 $94,913 $97,708 $94,520 
Net (loss) income (4,759)1,126 (8,480)1,519 
Ending balance$89,228 $96,039 $89,228 $96,039 
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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 September 30,For the Nine Months Ended September 30,
2022202120222021
Shares/Units:
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units
$0.53 $0.53 $1.59 $1.59 
Convertible Preferred(1):
  
6.5% Series A: authorized 12,902 shares/units(2)
0.8125 0.8125 2.4375 2.4375 
Cumulative Redeemable Preferred(1)(3):
   
5.70% Series K: authorized 12,000,000 shares/units
N/A 0.3563 N/A1.0689 
5.40% Series L: authorized 13,800,000 shares/units
0.3375 0.3375 1.0125 1.0125 
5.25% Series M: authorized 13,800,000 shares/units
0.3281 0.3281 0.9843 0.9843 
5.25% Series N: authorized 12,000,000 shares/units
0.3281 0.3281 0.9843 0.9843 
4.45% Series O: authorized 12,000,000 shares/units
0.2781 0.0278 0.8343 0.0278 
____________________
(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, 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)




TotalAccumulated other comprehensive income (loss) of nonconsolidated subsidiariesChange in fair value of interest
rate swaps and other		Other
For the three months ended September 30, 2022:
Balance as of June 30, 2022$73,300 $9,897 $68,858 $(5,455)
Other comprehensive income (loss)111,878 5,124 117,219 (10,465)
Balance as of September 30, 2022$185,178 $15,021 $186,077 $(15,920)
For the three months ended September 30, 2021:
Balance as of June 30, 2021$(51,437)$(9,279)$(45,905)$3,747 
Other comprehensive income (loss)6,258 1,322 5,360 (424)
Balance as of September 30, 2021$(45,179)$(7,957)$(40,545)$3,323 
For the nine months ended September 30, 2022:
Balance as of December 31, 2021$(17,534)$(4,063)$(14,761)$1,290 
Other comprehensive income (loss)202,712 19,084 200,838 (17,210)
Balance as of September 30, 2022$185,178 $15,021 $186,077 $(15,920)
For the nine months ended September 30, 2021:
Balance as of December 31, 2020$(75,099)$(14,338)$(66,098)$5,337 
Other comprehensive income (loss)29,920 6,381 25,553 (2,014)
Balance as of September 30, 2021$(45,179)$(7,957)$(40,545)$3,323 
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13.    Variable Interest Entities ("VIEs")
Unconsolidated VIEs
As of September 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 September 30, 2022 and December 31, 2021, the net carrying amount of our investments in these entities was $64,963,000 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 September 30, 2022, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,569,514,000 and $2,378,725,000, 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.

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(UNAUDITED)
14.    Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
(Amounts in thousands)As of September 30, 2022
TotalLevel 1Level 2Level 3
Investments in U.S. Treasury bills (1)
$445,165 $445,165 $— $— 
Real estate fund investments930 — — 930 
Deferred compensation plan assets ($6,434 included in restricted cash and $89,247 in other assets)
95,681 50,770 — 44,911 
Loans receivable ($49,227 included in investments in partially owned entities and $4,024 in other assets)
53,251 — — 53,251 
Interest rate swaps and caps (included in other assets)189,891 — 189,891 — 
Total assets$784,918 $495,935 $189,891 $99,092 
Mandatorily redeemable instruments (included in other liabilities)$49,383 $49,383 $— $— 
Total liabilities$49,383 $49,383 $— $— 
(Amounts in thousands)As of December 31, 2021
TotalLevel 1Level 2Level 3
Real estate fund investments$7,730 $— $— $7,730 
Deferred compensation plan assets ($9,104 included in restricted cash and $101,070 in other assets)
110,174 65,158 — 45,016 
Loans receivable ($46,444 included in investments in partially owned entities and $3,738 in other assets)
50,182 — — 50,182 
Interest rate swaps and caps (included in other assets)18,929 — 18,929 — 
Total assets$187,015 $65,158 $18,929 $102,928 
Mandatorily redeemable instruments (included in other liabilities)$49,659 $49,659 $— $— 
Interest rate swaps (included in other liabilities)32,837 — 32,837 — 
Total liabilities$82,496 $49,659 $32,837 $— 
____________________
(1) During the nine months ended September 30, 2022, we purchased $794,793 in U.S. Treasury bills with an aggregate par value of $800,000 and realized proceeds of $350,000 from maturing U.S. Treasury bills. As of September 30, 2022, our investments in U.S. Treasury bills have an aggregate amortized cost of $448,196 and have remaining maturities of less than one year.
Real Estate Fund Investments
As of September 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.
RangeWeighted Average
(based on fair value of assets)
Unobservable Quantitative InputSeptember 30, 2022December 31, 2021September 30, 2022December 31, 2021
Discount rates
12.0% to 13.0%
12.0% to 15.0%
12.6%13.2%
Terminal capitalization rates
5.5% to 9.5%
5.5% to 8.8%
7.7%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.
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(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 September 30,For the Nine Months Ended September 30,
2022202120222021
Beginning balance$930 $3,739 $7,730 $3,739 
Previously recorded unrealized loss on exited investments— — 59,396 — 
Realized loss on exited investments— — (53,724)— 
Net unrealized loss on held investments— — (6,800)(789)
Dispositions— — (5,672)— 
Purchases/additional fundings— — — 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 September 30,For the Nine Months Ended September 30,
2022202120222021
Beginning balance$44,155 $44,855 $45,016 $39,928 
Purchases522 2,154 3,469 5,167 
Sales(504)(1,547)(3,291)(2,236)
Realized and unrealized gains (losses)574 (69)(1,524)2,193 
Other, net164 1,176 1,241 1,517 
Ending balance$44,911 $46,569 $44,911 $46,569 
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.
Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these loans receivable.
RangeWeighted Average
(based on fair value of investments)
Unobservable Quantitative InputSeptember 30, 2022December 31, 2021September 30, 2022December 31, 2021
Discount rates6.5%6.5%6.5%6.5%
Terminal capitalization rates5.0%5.0%5.0%5.0%
The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Beginning balance$52,046 $48,776 $50,182 $47,743 
Interest accrual1,205 894 3,602 2,602 
Paydowns— (300)(533)(975)
Ending balance$53,251 $49,370 $53,251 $49,370 
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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 hedging instruments and hedged items, but will have no effect on cash flows.
The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of September 30, 2022 and December 31, 2021.
(Amounts in thousands)Fair Value
Asset (Liability) as of		As of September 30, 2022
September 30, 2022December 31, 2021Notional AmountAll-In Swapped RateSwap Expiration Date
Interest rate swaps:
555 California Street mortgage loan$53,160 $11,814 $840,000 
(1)
2.26%05/24
770 Broadway mortgage loan32,010 — 700,000 4.98%07/27
PENN 11 mortgage loan28,555 6,565 500,000 2.23%03/24
Unsecured revolving credit facility26,759 — 575,000 3.88%08/27
Unsecured term loan13,706 (28,976)800,000 4.05%
(2)
Unsecured term loan (effective October 2023)8,864 — 500,000 4.39%10/26
100 West 33rd Street mortgage loan8,053 — 480,000 5.06%06/27
888 Seventh Avenue mortgage loan7,231 — 200,000 
(3)
4.66%09/27
4 Union Square South mortgage loan3,960 (3,861)100,000 
(4)
3.74%01/25
Interest rate caps:
1290 Avenue of the Americas mortgage loan6,304 411 950,000 
(5)
11/23
Various mortgage loans1,289 139 
Included in other assets$189,891 $18,929 
Included in other liabilities$— $32,837 
____________________
(1)Represents our 70.0% share of the $1.2 billion mortgage loan.
(2)Comprised of a $750,000 interest rate swap arrangement expiring October 2023 and a $50,000 interest rate swap arrangement expiring August 2027. In September 2022, we entered into a forward swap (presented above) for $500,000 of the $800,000 unsecured term loan through October 2026, effective upon the October 2023 expiration of the $750,000 swap arrangement. Together with the existing $50,000 swap arrangement, commencing October 2023, $550,000 of the loan will bear interest at a blended fixed rate of 4.36%. The unswapped balance of the loan will bear interest at a floating rate of SOFR plus 1.30%.
(3)The remaining $83,200 amortizing mortgage loan balance bears interest at a floating rate of LIBOR plus 1.70%.
(4)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 SOFR plus 1.50%. The entire $120,000 will float thereafter for the duration of the loan.
(5)LIBOR cap strike rate of 4.00%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14.    Fair Value Measurements - continued
Fair Value Measurements on a Nonrecurring Basis
There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets as of September 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 September 30, 2022As of December 31, 2021
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Cash equivalents$440,151 $440,000 $1,346,684 $1,347,000 
Debt:
Mortgages payable$5,883,015 $5,697,000 $6,099,215 $6,052,000 
Senior unsecured notes1,200,000 1,024,000 1,200,000 1,230,000 
Unsecured term loan800,000 800,000 800,000 800,000 
Unsecured revolving credit facilities575,000 575,000 575,000 575,000 
Total$8,458,015 
(1)
$8,096,000 $8,674,215 
(1)
$8,657,000 
____________________
(1)Excludes $67,077 and $58,268 of deferred financing costs, net and other as of September 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 $3,886,000 and $5,510,000 for the three months ended September 30, 2022 and 2021, respectively, and $22,887,000 and $32,889,000 for the nine months ended September 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 September 30,For the Nine Months Ended September 30,
2022202120222021
Interest on cash and cash equivalents and restricted cash$2,286 $67 $2,660 $207 
Amortization of discount on investments in U.S. Treasury bills1,546 — 3,403 — 
Interest on loans receivable1,396 561 3,215 1,679 
Other, net— 5 4 1,808 
$5,228 $633 $9,282 $3,694 
17.    Interest and Debt Expense
The following table sets forth the details of interest and debt expense:
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Interest expense$76,009 $57,028 $187,552 $170,938 
Capitalized interest and debt expense(4,874)(10,739)(12,095)(31,785)
Amortization of deferred financing costs5,639 4,657 16,066 13,751 
$76,774 $50,946 $191,523 $152,904 
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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 September 30,For the Nine Months Ended September 30,
2022202120222021
Numerator:
Net income attributable to Vornado$23,298 $63,522 $131,252 $148,584 
Preferred share dividends(15,529)(16,800)(46,587)(49,734)
Series K preferred share issuance costs— (9,033)— (9,033)
Net income attributable to common shareholders7,769 37,689 84,665 89,817 
Earnings allocated to unvested participating securities(4)(8)(14)(26)
Numerator for basic income per share7,765 37,681 84,651 89,791 
Impact of assumed conversion of dilutive convertible securities— — (243)— 
Numerator for diluted income per share$7,765 $37,681 $84,408 $89,791 
Denominator:
Denominator for basic income per share – weighted average shares 191,793 191,577 191,756 191,508 
Effect of dilutive securities(1):
Share-based payment awards225 464 266 643 
Convertible securities— — 20 — 
Denominator for diluted income per share – weighted average shares and assumed conversions192,018 192,041 192,042 192,151 
INCOME PER COMMON SHARE - BASIC:
Net income per common share$0.04 $0.20 $0.44 $0.47 
INCOME PER COMMON SHARE - DILUTED:
Net income per common share$0.04 $0.20 $0.44 $0.47 
____________________
(1)The effect of dilutive securities excluded an aggregate of 15,983 and 13,876 weighted average common share equivalents for the three months ended September 30, 2022 and 2021, respectively, and 15,836 and 13,815 weighted average common share equivalents for the nine months ended September 30, 2022 and 2021, respectively, as their effect was anti-dilutive.

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(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 September 30,For the Nine Months Ended September 30,
2022202120222021
Numerator:
Net income attributable to Vornado Realty L.P.$23,904 $66,340 $137,634 $155,267 
Preferred unit distributions(15,558)(16,842)(46,673)(49,858)
Series K preferred unit issuance costs— (9,033)— (9,033)
Net income attributable to Class A unitholders8,346 40,465 90,961 96,376 
Earnings allocated to unvested participating securities(498)(649)(1,719)(2,034)
Numerator for basic income per Class A unit7,848 39,816 89,242 94,342 
Impact of assumed conversion of dilutive convertible securities— — (243)— 
Numerator for diluted income per Class A unit$7,848 $39,816 $88,999 $94,342 
Denominator:
Denominator for basic income per Class A unit – weighted average units205,410 204,864 205,271 204,663 
Effect of dilutive securities(1):
Share-based payment awards502 839 633 953 
Convertible securities— — 20 — 
Denominator for diluted income per Class A unit – weighted average units and assumed conversions205,912 205,703 205,924 205,616 
INCOME PER CLASS A UNIT - BASIC:
Net income per Class A unit$0.04 $0.19 $0.43 $0.46 
INCOME PER CLASS A UNIT - DILUTED:
Net income per Class A unit$0.04 $0.19 $0.43 $0.46 
____________________
(1)The effect of dilutive securities excluded an aggregate of 2,089 and 214 weighted average Class A unit equivalents for the three months ended September 30, 2022 and 2021, respectively, and 1,954 and 350 weighted average Class A unit equivalents for the nine months ended September 30, 2022 and 2021, respectively, as their effect was anti-dilutive.
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(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 September 30, 2022, the aggregate dollar amount of these guarantees and master leases is approximately $1,593,000,000.

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(UNAUDITED)
19.    Commitments and Contingencies - continued
Other Commitments and Contingencies - continued
As of September 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 September 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 September 30, 2022 fair value of the Fund assets, at liquidation we would be required to make a $24,990,000 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 September 30, 2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $10,300,000.
As of September 30, 2022, we have construction commitments aggregating approximately $492,000,000.
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.
41

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 nine months ended September 30, 2022 and 2021.
(Amounts in thousands)For the Three Months Ended September 30, 2022
TotalNew YorkOther
Total revenues$457,431 $360,033 $97,398 
Operating expenses(221,596)(182,131)(39,465)
NOI - consolidated235,835 177,902 57,933 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(14,766)(8,691)(6,075)
Add: NOI from partially owned entities 76,020 71,943 4,077 
NOI at share297,089 241,154 55,935 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(1,419)(3,462)2,043 
NOI at share - cash basis$295,670 $237,692 $57,978 
(Amounts in thousands)For the Three Months Ended September 30, 2021
TotalNew YorkOther
Total revenues$409,212 $316,643 $92,569 
Operating expenses(212,699)(151,276)(61,423)
NOI - consolidated196,513 165,367 31,146 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(16,886)(9,747)(7,139)
Add: NOI from partially owned entities 75,644 73,219 2,425 
NOI at share
255,271 228,839 26,432 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other1,922 783 1,139 
NOI at share - cash basis$257,193 $229,622 $27,571 
(Amounts in thousands)For the Nine Months Ended September 30, 2022
TotalNew YorkOther
Total revenues$1,353,055 $1,082,743 $270,312 
Operating expenses(660,434)(536,238)(124,196)
NOI - consolidated692,621 546,505 146,116 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(51,100)(32,708)(18,392)
Add: NOI from partially owned entities 228,772 219,116 9,656 
NOI at share870,293 732,913 137,380 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(8,824)(13,626)4,802 
NOI at share - cash basis$861,469 $719,287 $142,182 
(Amounts in thousands)For the Nine Months Ended September 30, 2021
TotalNew YorkOther
Total revenues$1,168,130 $921,758 $246,372 
Operating expenses(594,598)(468,294)(126,304)
NOI - consolidated573,532 453,464 120,068 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(50,221)(26,841)(23,380)
Add: NOI from partially owned entities 231,635 224,392 7,243 
NOI at share
754,946 651,015 103,931 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other1,570 351 1,219 
NOI at share - cash basis$756,516 $651,366 $105,150 
42

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 nine months ended September 30, 2022 and 2021.
(Amounts in thousands)For the Three Months Ended September 30,For the Nine Months Ended September 30,
2022202120222021
Net income $20,112 $71,765 $142,390 $175,590 
Depreciation and amortization expense134,526 100,867 370,631 285,998 
General and administrative expense29,174 25,553 102,292 100,341 
Transaction related costs and other996 9,681 4,961 10,630 
Income from partially owned entities(24,341)(26,269)(83,775)(86,768)
Loss (income) from real estate fund investments111 66 (5,421)(5,107)
Interest and other investment income, net(5,228)(633)(9,282)(3,694)
Interest and debt expense76,774 50,946 191,523 152,904 
Net gains on disposition of wholly owned and partially owned assets— (10,087)(35,384)(35,811)
Income tax expense (benefit)3,711 (25,376)14,686 (20,551)
NOI from partially owned entities76,020 75,644 228,772 231,635 
NOI attributable to noncontrolling interests in consolidated subsidiaries(14,766)(16,886)(51,100)(50,221)
NOI at share297,089 255,271 870,293 754,946 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(1,419)1,922 (8,824)1,570 
NOI at share - cash basis$295,670 $257,193 $861,469 $756,516 
43



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust and subsidiaries (the "Company") as of September 30, 2022, the related consolidated statements of income, comprehensive income, changes in equity for the three-month and nine-month periods ended September 30, 2022 and 2021, and of cash flows for the nine-month periods ended September 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
October 31, 2022
44



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Vornado Realty L.P.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and subsidiaries (the "Partnership") as of September 30, 2022, the related consolidated statements of income, comprehensive income, changes in equity for the three-month and nine-month periods ended September 30, 2022 and 2021, and of cash flows for the nine-month periods ended September 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.

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
October 31, 2022
45

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, some of the factors are the ongoing adverse effect of the COVID-19 pandemic, the increase in interest rates and inflation on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have 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 nine months ended September 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 nine months ended September 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.


46

Overview
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P. (the “Operating Partnership”), a Delaware limited partnership. Vornado is the sole general partner of and owned approximately 92.1% of the common limited partnership interest in the Operating Partnership as of September 30, 2022. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We compete with a large number of real estate investors, property owners and developers, some of 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.
•Many of our office tenants' employees continue to work remotely or under a hybrid schedule.
•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 September 30, 2022 Financial Results Summary
Net income attributable to common shareholders for the quarter ended September 30, 2022 was $7,769,000, or $0.04 per diluted share, compared to $37,689,000, or $0.20 per diluted share, for the prior year’s quarter. The quarters ended September 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, decreased net income attributable to common shareholders for the quarter ended September 30, 2022 by $29,660,000, or $0.15 per diluted share, and increased net income attributable to common shareholders by $11,763,000, or $0.06 per diluted share, for the quarter ended September 30, 2021.
Funds from operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended September 30, 2022 was $152,461,000, or $0.79 per diluted share, compared to $158,286,000, or $0.82 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended September 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 September 30, 2022 by $4,889,000, or $0.02 per diluted share, and increased FFO attributable to common shareholders plus assumed conversions by $22,073,000, or $0.11 per diluted share, for the quarter ended September 30, 2021.
47

Overview - continued
Nine Months Ended September 30, 2022 Financial Results Summary
Net income attributable to common shareholders for the nine months ended September 30, 2022 was $84,665,000, or $0.44 per diluted share, compared to $89,817,000, or $0.47 per diluted share, for the nine months ended September 30, 2021. The nine months ended September 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, decreased net income attributable to common shareholders for the nine months ended September 30, 2022 by $21,987,000, or $0.12 per diluted share, and increased net income attributable to common shareholders by $24,641,000, or $0.13 per diluted share, for the nine months ended September 30, 2021.
FFO attributable to common shareholders plus assumed conversions for the nine months ended September 30, 2022 was $462,463,000, or $2.39 per diluted share, compared to $430,057,000, or $2.24 per diluted share, for the nine months ended September 30, 2021. FFO attributable to common shareholders plus assumed conversions for the nine months ended September 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 nine months ended September 30, 2022 by $7,388,000, or $0.04 per diluted share, and increased FFO attributable to common shareholders by $36,324,000, or $0.19 per diluted share for the nine months ended September 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 September 30,For the Nine Months Ended September 30,
 2022202120222021
Certain expense (income) items that impact net income attributable to common shareholders:
Hotel Pennsylvania loss$26,613 $6,492 $44,473 $20,474 
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)3,776 1,688 10,183 1,688 
Tax benefit recognized by our taxable REIT subsidiaries— (27,910)— (27,910)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium unit(s) and ancillary amenities— (8,815)(6,085)(31,023)
Net gain on sale of the Center Building (33-00 Northern Boulevard, Long Island City, NY)— — (15,213)— 
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV— — (13,613)— 
Other1,477 15,664 4,137 10,090 
31,866 (12,881)23,882 (26,681)
Noncontrolling interests' share of above adjustments(2,206)1,118 (1,895)2,040 
Total of certain expense (income) items that impact net income attributable to common shareholders$29,660 $(11,763)$21,987 $(24,641)
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 September 30,For the Nine Months Ended September 30,
 2022202120222021
Certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions:
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)$3,776 $1,688 $10,183 $1,688 
Tax benefit recognized by our taxable REIT subsidiaries— (27,910)— (27,910)
After-tax net gain on sale of 220 CPS condominium unit(s) and ancillary amenities— (8,815)(6,085)(31,023)
Other1,477 11,394 3,840 18,698 
5,253 (23,643)7,938 (38,547)
Noncontrolling interests' share of above adjustments(364)1,570 (550)2,223 
Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net$4,889 $(22,073)$7,388 $(36,324)
48

Overview - continued

Same Store Net Operating Income (“NOI”) At Share
The percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are below.
TotalNew York
theMART(1)
555 California Street
Same store NOI at share % increase (decrease)
Three months ended September 30, 2022 compared to September 30, 202111.7 %(0.8)%456.2 %1.3 %
Nine months ended September 30, 2022 compared to September 30, 20217.4 %3.0 %76.1 %3.5 %
Same store NOI at share - cash basis % increase
Three months ended September 30, 2022 compared to September 30, 202113.8 %1.1 %325.8 %16.7 %
Nine months ended September 30, 2022 compared to September 30, 20219.4 %4.6 %71.3 %12.2 %
____________________
(1)Primarily due to (i) prior period accrual adjustments recorded in the third quarter of each year related to changes in the tax-assessed value of theMART and (ii) an increase in tradeshow activity in the third quarter of 2022.
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
During the nine months ended September 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 September 30, 2022, we have closed on the sale of 107 units and ancillary amenities for net proceeds of $3,023,020,000 resulting in financial statement net gains of $1,124,285,000.
SoHo Properties
On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Center Building (33-00 Northern Boulevard)
On June 17, 2022, we sold the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We realized net proceeds of $58,946,000 after repayment of the existing $100,000,000 mortgage loan and closing costs. In connection with the sale, we recognized a net gain of $15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
40 Fulton Street
On August 17, 2022, we entered into an agreement to sell 40 Fulton Street, a 251,000 square foot Manhattan office and retail building, for $102,000,000. We expect to close the sale in the fourth quarter of 2022 and recognize a net gain of approximately $33,000,000 after closing costs. The sale is subject to customary closing conditions. As of September 30, 2022, the $64,177,000 carrying value of the property was classified as held-for-sale and is included in "other assets" on our consolidated balance sheets.
Financings
100 West 33rd Street
On June 15, 2022, we completed a $480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot building comprised of 859,000 square feet of office space and 255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (4.64% as of September 30, 2022) through March 2024, increasing to SOFR plus 1.85% thereafter. The interest rate on the loan was swapped to a fixed rate of 5.06% through March 2024, and 5.26% through June 2027. 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.
49

Overview - continued

Financings - continued
770 Broadway
On June 28, 2022, we completed a $700,000,000 refinancing of 770 Broadway, a 1.2 million square foot Class A Manhattan office building. The interest-only loan bears a rate of SOFR plus 2.25% (4.93% as of September 30, 2022) and matures in July 2024 with three one-year extension options (July 2027 as fully extended). The interest rate on the loan was swapped to a fixed 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% (4.18% as of September 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. On August 16, 2022, the interest rate on the $575,000,000 drawn on the facility was swapped to a fixed interest rate of 3.88% through August 2027. 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% (4.33% as of September 30, 2022) and is currently swapped to a fixed rate of 4.05%.
330 West 34th Street land owner joint venture
On August 18, 2022, the joint venture that owns the fee interest in the 330 West 34th Street land, in which we have a 34.8% interest, completed a $100,000,000 refinancing. The interest-only loan bears interest at a fixed rate of 4.55% and matures in September 2032. In connection with the refinancing, we realized net proceeds of $10,500,000. The loan replaces the previous $50,150,000 loan that bore interest at a fixed rate of 5.71%.
Interest Rate Hedging Activities
We entered into the following interest rate swap arrangements during the nine months ended September 30, 2022. See Note 14 - Fair Value Measurements in Part I, Item I of this Quarterly Report on Form 10-Q for further information on our consolidated hedging instruments.

(Amounts in thousands)Notional AmountAll-In Swapped RateSwap Expiration DateVariable Rate Spread
770 Broadway mortgage loan$700,000 4.98%07/27S+225
Unsecured revolving credit facility575,0003.88%08/27S+115
Unsecured term loan(1)
50,000 4.04%08/27S+130
Unsecured term loan (effective 10/23)500,000 4.39%10/26S+130
100 West 33rd Street mortgage loan480,000 5.06%06/27S+165
888 Seventh Avenue mortgage loan(2)
200,000 4.66%09/27L+170
____________________
(1)Together with the existing $750,000 interest rate swap arrangement expiring October 2023, the $800,000 unsecured term loan balance currently bears interest at a fixed rate of 4.05%.
(2)The remaining $83,200 amortizing mortgage loan balance bears interest at a floating rate of LIBOR plus 1.70%.



50

Overview - continued

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 September 30, 2022
•167,000 square feet of New York Office space (140,000 square feet at share) at an initial rent of $88.99 per square foot and a weighted average lease term of 5.8 years. The changes in the GAAP and cash mark-to-market rent on the 101,000 square feet of second generation space were positive 7.2% and positive 1.8%, respectively. Tenant improvements and leasing commissions were $16.21 per square foot per annum, or 18.2% of initial rent.
•62,000 square feet of New York Retail space (57,000 square feet at share) at an initial rent of $242.89 per square foot and a weighted average lease term of 10.5 years. The changes in the GAAP and cash mark-to-market rent on the 36,000 square feet of second generation space were negative 55.8% and negative 49.3%, respectively. Tenant improvements and leasing commissions were $17.96 per square foot per annum, or 7.4% of initial rent.
•67,000 square feet at theMART (all at share) at an initial rent of $52.20 per square foot and a weighted average lease term of 7.3 years. The changes in the GAAP and cash mark-to-market rent on the 38,000 square feet of second generation space were negative 3.1% and negative 7.4%, respectively. Tenant improvements and leasing commissions were $11.64 per square foot per annum, or 22.3% of initial rent.
•154,000 square feet at 555 California (108,000 square feet at share) at an initial rent of $98.20 per square foot and a weighted average lease term of 5.6 years. The changes in the GAAP and cash mark-to-market rent on the 101,000 square feet of second generation space were positive 16.0% and positive 11.9%, respectively. Tenant improvements and leasing commissions were $4.73 per square foot per annum, or 4.8% of initial rent.
For the Nine Months Ended September 30, 2022
•740,000 square feet of New York Office space (607,000 square feet at share) at an initial rent of $84.49 per square foot and a weighted average lease term of 9.2 years. The changes in the GAAP and cash mark-to-market rent on the 362,000 square feet of second generation space were positive 6.2% and positive 3.9%, respectively. Tenant improvements and leasing commissions were $12.09 per square foot per annum, or 14.3% of initial rent.
•90,000 square feet of New York Retail space (85,000 square feet at share) at an initial rent of $262.88 per square foot and a weighted average lease term of 11.6 years. The changes in the GAAP and cash mark-to-market rent on the 42,000 square feet of second generation space were negative 38.3% and negative 34.2%, respectively. Tenant improvements and leasing commissions were $21.82 per square foot per annum, or 8.3% of initial rent.
•275,000 square feet at theMART (all at share) at an initial rent of $51.78 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 221,000 square feet of second generation space were negative 4.5% and negative 4.6%, respectively. Tenant improvements and leasing commissions were $10.88 per square foot per annum, or 21.0% of initial rent.
•210,000 square feet at 555 California (147,000 square feet at share) at an initial rent of $96.40 per square foot and a weighted average lease term of 5.9 years. The changes in the GAAP and cash mark-to-market rent on the 135,000 square feet of second generation space were positive 24.3% and positive 13.6%, respectively. Tenant improvements and leasing commissions were $7.15 per square foot per annum, or 7.4% of initial rent.

51

Overview - continued

Square Footage (in service) and Occupancy as of September 30, 2022
(Square feet in thousands)Square Feet (in service)
Number of
Properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office31 
(1)
18,970 16,275 91.8 %
Retail (includes retail properties that are in the base of our office properties)58 
(1)
2,307 1,867 74.4 %
Residential - 1,983 units(2)
7 
(1)
1,511 778 96.8 %
(2)
Alexander's6 2,241 726 96.3 %
(2)
25,029 19,646 90.3 %
Other:
theMART4 3,637 3,628 87.3 %
555 California Street3 1,819 1,273 94.7 %
Other11 2,532 1,197 92.7 %
7,988 6,098 
Total square feet as of September 30, 202233,017 25,744 
____________________
See notes below.


Square Footage (in service) and Occupancy as of December 31, 2021
(Square feet in thousands)Square Feet (in service)
Number of
properties		Total
Portfolio		Our
Share		Occupancy %
New York:
Office32 
(1)
19,442 16,757 92.2 %
Retail (includes retail properties that are in the base of our office properties)60 
(1)
2,267 1,825 80.7 %
Residential - 1,986 units(2)
8 
(1)
1,518 785 97.0 %
(2)
Alexander's6 2,218 719 95.6 %
(2)
25,445 20,086 91.3 %
Other:    
theMART4 3,692 3,683 88.9 %
555 California Street3 1,818 1,273 93.8 %
Other11 2,489 1,154 92.8 %
  7,999 6,110  
Total square feet as of December 31, 202133,444 26,196 
____________________
(1)Reflects the Office, Retail and Residential space within our 73 and 76 total New York properties as of September 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 nine months ended September 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.
52

NOI At Share by Segment for the Three Months Ended September 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 September 30, 2022 and 2021.
(Amounts in thousands)For the Three Months Ended September 30, 2022
TotalNew YorkOther
Total revenues$457,431 $360,033 $97,398 
Operating expenses(221,596)(182,131)(39,465)
NOI - consolidated235,835 177,902 57,933 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(14,766)(8,691)(6,075)
Add: NOI from partially owned entities 76,020 71,943 4,077 
NOI at share297,089 241,154 55,935 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other(1,419)(3,462)2,043 
NOI at share - cash basis$295,670 $237,692 $57,978 

(Amounts in thousands)For the Three Months Ended September 30, 2021
TotalNew YorkOther
Total revenues$409,212 $316,643 $92,569 
Operating expenses(212,699)(151,276)(61,423)
NOI - consolidated196,513 165,367 31,146 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(16,886)(9,747)(7,139)
Add: NOI from partially owned entities 75,644 73,219 2,425 
NOI at share
255,271 228,839 26,432 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
1,922 783 1,139 
NOI at share - cash basis$257,193 $229,622 $27,571 
53

NOI At Share by Segment for the Three Months Ended September 30, 2022 and 2021 - continued
The elements of our New York and Other NOI at share for the three months ended September 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Three Months Ended September 30,
20222021
New York:
Office$174,790 $166,553 
Retail52,127 49,083 
Residential4,598 4,194 
Alexander's 9,639 9,009 
Total New York241,154 228,839 
Other:
theMART(1)
35,769 6,431 
555 California Street16,092 16,128 
Other investments4,074 3,873 
Total Other55,935 26,432 
NOI at share$297,089 $255,271 
___________________
See note below.

The elements of our New York and Other NOI at share - cash basis for the three months ended September 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Three Months Ended September 30,
20222021
New York:
Office$174,606 $170,521 
Retail48,096 45,175 
Residential4,556 4,136 
Alexander's 10,434 9,790 
Total New York237,692 229,622 
Other:
theMART(1)
36,772 8,635 
555 California Street16,926 14,745 
Other investments4,280 4,191 
Total Other57,978 27,571 
NOI at share - cash basis$295,670 $257,193 
___________________
(1)Increase primarily due to (i) prior period accrual adjustments recorded in the third quarter of each year related to changes in the tax-assessed value of theMART and (ii) an increase in tradeshow activity in the third quarter of 2022.

54

Reconciliation of Net Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended September 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 September 30, 2022 and 2021.
(Amounts in thousands)For the Three Months Ended September 30,
20222021
Net income$20,112 $71,765 
Depreciation and amortization expense134,526 100,867 
General and administrative expense29,174 25,553 
Transaction related costs and other996 9,681 
Income from partially owned entities(24,341)(26,269)
Loss from real estate fund investments111 66 
Interest and other investment income, net(5,228)(633)
Interest and debt expense76,774 50,946 
Net gains on disposition of wholly owned and partially owned assets— (10,087)
Income tax expense (benefit)3,711 (25,376)
NOI from partially owned entities76,020 75,644 
NOI attributable to noncontrolling interests in consolidated subsidiaries(14,766)(16,886)
NOI at share297,089 255,271 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(1,419)1,922 
NOI at share - cash basis$295,670 $257,193 
NOI At Share by Region
For the Three Months Ended September 30,
20222021
Region:
New York City metropolitan area82 %91 %
Chicago, IL13 %3 %
San Francisco, CA5 %6 %
100 %100 %
55


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

Revenues
Our revenues were $457,431,000 for the three months ended September 30, 2022 compared to $409,212,000 for the prior year’s quarter, an increase of $48,219,000. Below are the details of the increase by segment:
(Amounts in thousands)TotalNew YorkOther
(Decrease) increase due to:
Rental revenues:
Acquisitions, dispositions and other$(2,539)$(2,539)$— 
Development and redevelopment23,192 23,192 — 
Trade shows6,049 — 6,049 
Same store operations13,239 15,916 (2,677)
39,941 36,569 3,372 
Fee and other income:
BMS cleaning fees4,235 4,741 (506)
Management and leasing fees23 (85)108 
Other income4,020 2,165 1,855 
8,278 6,821 1,457 
Total increase in revenues$48,219 $43,390 $4,829 


Expenses
Our expenses were $385,692,000 for the three months ended September 30, 2022, compared to $349,599,000 for the prior year’s quarter, an increase of $36,093,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands)TotalNew YorkOther
(Decrease) increase due to:
Operating:
Acquisitions, dispositions and other$(618)$(618)$— 
Development and redevelopment9,735 9,488 247 
Non-reimbursable expenses7,560 7,794 (234)
Trade shows(291)— (291)
BMS expenses3,739 4,246 (507)
Same store operations(11,228)9,945 (21,173)
8,897 30,855 (21,958)
Depreciation and amortization:
Acquisitions, dispositions and other20,868 20,868 — 
Development and redevelopment13,654 13,654 — 
Same store operations(863)(1,061)198 
33,659 33,461 198 
General and administrative3,621 463 3,158 
Benefit from deferred compensation plan liability(1,399)— (1,399)
Transaction related costs and other(8,685)(7,769)(1)(916)
Total increase (decrease) in expenses$36,093 $57,010 $(20,917)
______________________
(1)Primarily non-cash impairment losses for the three Manhattan retail properties located at 677-679, 759-771 and 828-850 Madison Avenue, New York sold in the third quarter of 2021.




56

Results of Operations – Three Months Ended September 30, 2022 Compared to September 30, 2021 - continued
Income from Partially Owned Entities
Below are the components of income from partially owned entities.
(Amounts in thousands)Percentage Ownership at September 30, 2022For the Three Months Ended September 30,
20222021
Our share of net income (loss):
Fifth Avenue and Times Square JV:
Equity in net income51.5%$11,941 $12,671 
Return on preferred equity, net of our share of the expense9,430 9,430 
21,371 22,101 
Alexander's32.4%5,910 4,795 
Partially owned office buildings(1)
Various(4,732)418 
Other investments(2)
Various1,792 (1,045)
$24,341 $26,269 
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.
Loss from Real Estate Fund Investments
Below is a summary of loss from the Fund and the Crowne Plaza joint venture.
(Amounts in thousands)For the Three Months Ended September 30,
20222021
Net investment loss$(111)$(66)
Loss from real estate fund investments(111)(66)
Less loss attributable to noncontrolling interests in consolidated subsidiaries312 360 
Income from real estate fund investments, net of noncontrolling interests in consolidated subsidiaries$201 $294 
Interest and Other Investment Income, Net
The following table sets forth the details of interest and other investment income, net.
(Amounts in thousands)For the Three Months Ended September 30,
20222021
Interest on cash and cash equivalents and restricted cash$2,286 $67 
Amortization of discount on investments in U.S. Treasury bills1,546 — 
Interest on loans receivable1,396 561 
Other, net— 5 
$5,228 $633 
Interest and Debt Expense
Interest and debt expense for the three months ended September 30, 2022 was $76,774,000 compared to $50,946,000 for the prior year’s quarter, an increase of $25,828,000. This was primarily due to (i) $19,913,000 of higher interest expense resulting from higher average interest rates on our variable rate loans and (ii) $5,865,000 of lower capitalized interest and debt expense.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
Net gains on disposition of wholly owned and partially owned assets for the three months ended September 30, 2021 of $10,087,000 consists of a net gain from the sale of a condominium unit at 220 CPS.
Income Tax (Expense) Benefit
Income tax expense for the three months ended September 30, 2022 was $3,711,000 compared to a benefit of $25,376,000 for the prior year’s quarter, an increase in expense of $29,087,000. This was primarily due to a $27,910,000 tax benefit recognized by our taxable REIT subsidiaries in 2021.

57

Results of Operations – Three Months Ended September 30, 2022 Compared to September 30, 2021 - continued
Net Loss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net loss attributable to noncontrolling interests in consolidated subsidiaries was $3,792,000 for the three months ended September 30, 2022, compared to net income of $5,425,000 for the prior year’s quarter, a decrease in income of $9,217,000. 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 $606,000 for the three months ended September 30, 2022, compared to $2,818,000 for the prior year’s quarter, a decrease of $2,212,000. This resulted primarily from lower 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 September 30, 2022, compared to $16,800,000 for the prior year’s quarter, a decrease of $1,271,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $15,558,000 for the three months ended September 30, 2022, compared to $16,842,000 for the prior year’s quarter, a decrease of $1,284,000.
Preferred Share/Unit Issuance Costs
Preferred share/unit issuance costs for the three months ended September 30, 2021 were $9,033,000 representing the previously capitalized issuance costs which were expensed upon calling for redemption of all the outstanding Series K cumulative redeemable preferred shares/units in September 2021.
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 September 30, 2022 compared to September 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the three months ended September 30, 2022$297,089 $241,154 $35,769 $16,092 $4,074 
Less NOI at share from:
Change in ownership interest in One Park Avenue(2,106)(2,106)— — — 
Dispositions(88)(88)— — — 
Development properties(22,914)(22,914)— — — 
Other non-same store income, net(6,149)(2,075)— — (4,074)
Same store NOI at share for the three months ended September 30, 2022$265,832 $213,971 $35,769 $16,092 $— 
NOI at share for the three months ended September 30, 2021$255,271 $228,839 $6,431 $16,128 $3,873 
Less NOI at share from:
Dispositions(2,754)(2,754)— — — 
Development properties(6,302)(6,055)— (247)— 
Other non-same store income, net(8,198)(4,325)— — (3,873)
Same store NOI at share for the three months ended September 30, 2021$238,017 $215,705 $6,431 $15,881 $— 
Increase (decrease) in same store NOI at share$27,815 $(1,734)$29,338 $211 $— 
% increase (decrease) in same store NOI at share11.7 %(0.8)%456.2 %1.3 %0.0 %
58

Results of Operations – Three Months Ended September 30, 2022 Compared to September 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 September 30, 2022 compared to September 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the three months ended September 30, 2022$295,670 $237,692 $36,772 $16,926 $4,280 
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue(1,502)(1,502)— — — 
Dispositions(88)(88)— — — 
Development properties(15,796)(15,796)— — — 
Other non-same store income, net(6,573)(2,293)— — (4,280)
Same store NOI at share - cash basis for the three months ended September 30, 2022$271,711 $218,013 $36,772 $16,926 $— 
NOI at share - cash basis for the three months ended September 30, 2021$257,193 $229,622 $8,635 $14,745 $4,191 
Less NOI at share - cash basis from:
Dispositions(3,436)(3,436)— — — 
Development properties(6,852)(6,605)— (247)— 
Other non-same store income, net(8,064)(3,873)— — (4,191)
Same store NOI at share - cash basis for the three months ended September 30, 2021$238,841 $215,708 $8,635 $14,498 $— 
Increase in same store NOI at share - cash basis$32,870 $2,305 $28,137 $2,428 $— 
% increase in same store NOI at share - cash basis13.8 %1.1 %325.8 %16.7 %0.0 %
59

NOI At Share by Segment for the Nine Months Ended September 30, 2022 and 2021
Below is a summary of NOI at share and NOI at share - cash basis by segment for the nine months ended September 30, 2022 and 2021.
(Amounts in thousands)For the Nine Months Ended September 30, 2022
TotalNew YorkOther
Total revenues$1,353,055 $1,082,743 $270,312 
Operating expenses(660,434)(536,238)(124,196)
NOI - consolidated692,621 546,505 146,116 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(51,100)(32,708)(18,392)
Add: NOI from partially owned entities 228,772 219,116 9,656 
NOI at share870,293 732,913 137,380 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(8,824)(13,626)4,802 
NOI at share - cash basis$861,469 $719,287 $142,182 

(Amounts in thousands)For the Nine Months Ended September 30, 2021
TotalNew YorkOther
Total revenues$1,168,130 $921,758 $246,372 
Operating expenses(594,598)(468,294)(126,304)
NOI - consolidated573,532 453,464 120,068 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(50,221)(26,841)(23,380)
Add: NOI from partially owned entities 231,635 224,392 7,243 
NOI at share
754,946 651,015 103,931 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other
1,570 351 1,219 
NOI at share - cash basis$756,516 $651,366 $105,150 

60

NOI At Share by Segment for the Nine Months Ended September 30, 2022 and 2021 - continued
The elements of our New York and Other NOI at share for the nine months ended September 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Nine Months Ended September 30,
20222021
New York:
Office$534,641 $497,238 
Retail155,670 124,998 
Residential14,622 12,889 
Alexander's 27,980 28,567 
Hotel Pennsylvania(1)
— (12,677)
Total New York732,913 651,015 
Other:
theMART(2)
75,630 42,950 
555 California Street49,051 48,230 
Other investments12,699 12,751 
Total Other137,380 103,931 
NOI at share$870,293 $754,946 
___________________
See notes below.
The elements of our New York and Other NOI at share - cash basis for the nine months ended September 30, 2022 and 2021 are summarized below.
(Amounts in thousands)For the Nine Months Ended September 30,
20222021
New York:
Office$532,759 $504,939 
Retail142,678 116,265 
Residential13,554 11,898 
Alexander's 30,296 30,987 
Hotel Pennsylvania(1)
— (12,723)
Total New York719,287 651,366 
Other:
theMART(2)
78,749 45,976 
555 California Street50,141 45,552 
Other investments13,292 13,622 
Total Other142,182 105,150 
NOI at share - cash basis$861,469 $756,516 
___________________
(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.
(2)Increase primarily due to (i) prior period accrual adjustments recorded in the third quarter of each year related to changes in the tax-assessed value of theMART and (ii) an increase in tradeshow activity in the third quarter of 2022.
61

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


Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the nine months ended September 30, 2022 and 2021.
(Amounts in thousands)For the Nine Months Ended September 30,
20222021
Net income $142,390 $175,590 
Depreciation and amortization expense370,631 285,998 
General and administrative expense102,292 100,341 
Transaction related costs and other4,961 10,630 
Income from partially owned entities(83,775)(86,768)
Income from real estate fund investments(5,421)(5,107)
Interest and other investment income, net(9,282)(3,694)
Interest and debt expense191,523 152,904 
Net gains on disposition of wholly owned and partially owned assets(35,384)(35,811)
Income tax expense (benefit)14,686 (20,551)
NOI from partially owned entities228,772 231,635 
NOI attributable to noncontrolling interests in consolidated subsidiaries(51,100)(50,221)
NOI at share870,293 754,946 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(8,824)1,570 
NOI at share - cash basis$861,469 $756,516 
NOI At Share by Region
For the Nine Months Ended September 30,
20222021
Region:
New York City metropolitan area85 %88 %
Chicago, IL9 %6 %
San Francisco, CA6 %6 %
100 %100 %


62


Results of Operations – Nine Months Ended September 30, 2022 Compared to September 30, 2021

Revenues
Our revenues were $1,353,055,000 for the nine months ended September 30, 2022, compared to $1,168,130,000 for the prior year’s nine months, an increase of $184,925,000. Below are the details of the increase by segment:
(Amounts in thousands)TotalNew YorkOther
Increase (decrease) due to:
Rental revenues:
Acquisitions, dispositions and other$12,286 $12,286 $— 
Development and redevelopment68,281 68,281 — 
Trade shows(1)
17,035 — 17,035 
Same store operations65,903 63,306 2,597 
163,505 143,873 19,632 
Fee and other income:
BMS cleaning fees14,365 16,110 (1,745)
Management and leasing fees(2,784)(2,717)(67)
Other income9,839 3,719 6,120 
21,420 17,112 4,308 
Total increase in revenues$184,925 $160,985 $23,940 
_______________
See notes below.

Expenses
Our expenses were $1,128,180,000 for the nine months ended September 30, 2022, compared to $998,989,000 for the prior year’s nine months, an increase of $129,191,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands)TotalNew YorkOther
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other$3,495 $3,495 $— 
Development and redevelopment24,046 

23,198 848 
Non-reimbursable expenses21,254 23,140 (1,886)
Trade shows(1)
5,359 — 5,359 
Hotel Pennsylvania(2)
(13,702)(13,702)— 
BMS expenses14,085 15,830 (1,745)
Same store operations11,299 15,983 (4,684)
65,836 67,944 (2,108)
Depreciation and amortization:
Acquisitions, dispositions and other45,159 45,159 — 
Development and redevelopment38,622 38,622 — 
Same store operations852 (1,052)1,904 
84,633 82,729 1,904 
General and administrative1,951 (1,337)3,288 
Benefit from deferred compensation plan liability(17,560)— (17,560)
Transaction related costs and other(5,669)(6,390)
(3)
721 
Total increase (decrease) in expenses$129,191 $142,946 $(13,755)
___________________
(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.
(3)Primarily non-cash impairment losses for the three Manhattan retail properties located at 677-679, 759-771 and 828-850 Madison Avenue, New York sold in the third quarter of 2021.

63

Results of Operations – Nine Months Ended September 30, 2022 Compared to September 30, 2021 - continued
Income from Partially Owned Entities
Below are the components of income from partially owned entities.
(Amounts in thousands)Percentage Ownership at September 30, 2022For the Nine Months Ended September 30,
20222021
Our share of net income (loss):
Fifth Avenue and Times Square JV:
Equity in net income51.5%$41,915 $32,314 
Return on preferred equity, net of our share of the expense27,985 27,985 
69,900 60,299 
Alexander's(1)
32.4%17,587 21,386 
Partially owned office buildings(2)
Various(8,080)8,395 
Other investments(3)
Various4,368 (3,312)
$83,775 $86,768 
_____________________
(1)2021 includes our $2,956 share of the net gain on the sale of a land parcel in the Bronx, New York.
(2)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(3)Includes interests in Independence Plaza, Rosslyn Plaza and others.
Income from Real Estate Fund Investments
Below is a summary of income from the Fund and the Crowne Plaza joint venture.
(Amounts in thousands)For the Nine Months Ended September 30,
20222021
Previously recorded unrealized loss on exited investments$59,396 $— 
Realized loss on exited investments(53,724)— 
Net unrealized loss on held investments(6,800)(789)
Net investment income 6,549 5,896 
Income from real estate fund investments5,421 5,107 
Less income attributable to noncontrolling interests in consolidated subsidiaries(3,287)(2,914)
Income from real estate fund investments, net of noncontrolling interests in consolidated subsidiaries$2,134 $2,193 
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 Nine Months Ended September 30,
20222021
Amortization of discount on investments in U.S. Treasury bills$3,403 $— 
Interest on loans receivable3,215 1,679 
Interest on cash and cash equivalents and restricted cash2,660 207 
Other, net4 1,808 
$9,282 $3,694 

64

Results of Operations – Nine Months Ended September 30, 2022 Compared to September 30, 2021 - continued
Interest and Debt Expense
Interest and debt expense was $191,523,000 for the nine months ended September 30, 2022, compared to $152,904,000 for the prior year’s nine months, an increase of $38,619,000. This was primarily due to (i) $25,692,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, and (ii) $19,690,000 of lower capitalized interest and debt expense, partially offset by (iii) $5,700,000 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 nine months ended September 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 $35,811,000 for the nine months ended September 30, 2021, primarily consists of net gains from the sale of condominium units and ancillary amenities at 220 CPS.
Income Tax (Expense) Benefit
Income tax expense for the nine months ended September 30, 2022 was $14,686,000 compared to a benefit of $20,551,000 for the prior year’s nine months, an increase in expense of $35,237,000. This was primarily due to (i) an increase in the deferred tax liability on our investment in Farley Office and Retail in 2022 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 $4,756,000 for the nine months ended September 30, 2022, compared to $20,323,000 for the prior year’s nine months, a decrease of $15,567,000. 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 $6,382,000 for the nine months ended September 30, 2022, compared to $6,683,000 for the prior year’s nine months, a decrease of $301,000. This resulted primarily from lower net income subject to allocation to Class A unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $46,587,000 for the nine months ended September 30, 2022, compared to $49,734,000 for the prior year’s nine months, a decrease of $3,147,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $46,673,000 for the nine months ended September 30, 2022, compared to $49,858,000 for the prior year’s nine months, a decrease of $3,185,000.
Preferred Share/Unit Issuance Costs
Preferred share/unit issuance costs for the nine months ended September 30, 2021 were $9,033,000 representing the previously capitalized issuance costs which were expensed upon calling for redemption of all the outstanding Series K cumulative redeemable preferred shares/units in September 2021.
65

Results of Operations – Nine Months Ended September 30, 2022 Compared to September 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 nine months ended September 30, 2022 compared to September 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the nine months ended September 30, 2022$870,293 $732,913 $75,630 $49,051 $12,699 
Less NOI at share from:
Change in ownership interest in One Park Avenue(13,370)(13,370)— — — 
Dispositions(3,523)(3,523)— — — 
Development properties(65,440)(65,440)— — — 
Other non-same store income, net(17,910)(5,211)— — (12,699)
Same store NOI at share for the nine months ended September 30, 2022$770,050 $645,369 $75,630 $49,051 $— 
NOI at share for the nine months ended September 30, 2021$754,946 $651,015 $42,950 $48,230 $12,751 
Less NOI at share from:
Dispositions(6,667)(6,667)— — — 
Development properties(23,207)(22,359)— (848)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,677 12,677 — — — 
Other non-same store income, net(20,991)(8,240)— — (12,751)
Same store NOI at share for the nine months ended September 30, 2021$716,758 $626,426 $42,950 $47,382 $— 
Increase in same store NOI at share$53,292 $18,943 $32,680 $1,669 $— 
% increase in same store NOI at share7.4 %3.0 %76.1 %3.5 %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 nine months ended September 30, 2022 compared to September 30, 2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the nine months ended September 30, 2022$861,469 $719,287 $78,749 $50,141 $13,292 
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue(10,111)(10,111)— — — 
Dispositions(3,732)(3,732)— — — 
Development properties(44,381)(44,381)— — — 
Other non-same store income, net(19,478)(6,186)— — (13,292)
Same store NOI at share - cash basis for the nine months ended September 30, 2022$783,767 $654,877 $78,749 $50,141 $— 
NOI at share - cash basis for the nine months ended September 30, 2021$756,516 $651,366 $45,976 $45,552 $13,622 
Less NOI at share - cash basis from:
Dispositions(6,796)(6,796)— — — 
Development properties(24,430)(23,582)— (848)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,723 12,723 — — — 
Other non-same store income, net(21,310)(7,688)— — (13,622)
Same store NOI at share - cash basis for the nine months ended September 30, 2021$716,703 $626,023 $45,976 $44,704 $— 
Increase in same store NOI at share - cash basis$67,064 $28,854 $32,773 $5,437 $— 
% increase in same store NOI at share - cash basis9.4 %4.6 %71.3 %12.2 %0.0 %

66

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 September 30, 2022, we have $3.3 billion of liquidity comprised of $977 million of cash and cash equivalents and restricted cash, $445 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 Nine Months Ended September 30, 2022 and 2021
Cash and cash equivalents and restricted cash was $977,048,000 as of September 30, 2022, a $953,303,000 decrease from the balance as of December 31, 2021.
Our cash flow activities are summarized as follows:
(Amounts in thousands)For the Nine Months Ended September 30,Increase (Decrease) in Cash Flow
 20222021
Net cash provided by operating activities$559,827 $478,103 $81,724 
Net cash used in investing activities(849,738)(392,634)(457,104)
Net cash (used in) provided by financing activities(663,392)452,359 (1,115,751)
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 nine months ended September 30, 2022, net cash provided by operating activities of $559,827,000 was comprised of $535,412,000 of cash from operations, including distributions of income from partially owned entities of $137,758,000, and a net increase of $24,415,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.
Investing Activities
Net cash flow used in investing activities is impacted by the timing and extent of our development, capital improvement, acquisition and disposition activities during the year.
The following table details the net cash used in investing activities:
(Amounts in thousands)For the Nine Months Ended September 30, (Decrease) Increase in Cash Flow
20222021
Purchase of U.S. Treasury bills$(794,793)$— $(794,793)
Development costs and construction in progress(557,884)(444,645)(113,239)
Proceeds from maturities of U.S. Treasury bills 349,461 — 349,461 
Proceeds from sales of real estate253,958 100,024 153,934 
Additions to real estate(120,124)(113,374)(6,750)
Distributions of capital from partially owned entities20,566 106,005 (85,439)
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South16,124 97,683 (81,559)
Investments in partially owned entities(15,046)(12,366)(2,680)
Acquisitions of real estate and other(2,000)(3,000)1,000 
Acquisition of additional 45.0% ownership interest in One Park Avenue (inclusive of $5,806 of prorations and net working capital and net of $39,370 of cash and restricted cash balances consolidated upon acquisition)— (123,936)123,936 
Proceeds from repayments of loan receivables— 975 (975)
Net cash used in investing activities$(849,738)$(392,634)$(457,104)
67

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 Nine Months Ended September 30,Increase (Decrease) in Cash Flow
20222021
Repayments of borrowings$(1,245,973)$(1,578,843)$332,870 
Proceeds from borrowings1,029,773 2,298,007 (1,268,234)
Dividends paid on common shares/Distributions to Vornado(304,896)(304,516)(380)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(68,716)(173,356)104,640 
Dividends paid on preferred shares/Distributions to preferred unitholders(46,587)(49,400)2,813 
Debt issuance costs(32,473)(33,935)1,462 
Contributions from noncontrolling interests in consolidated subsidiaries4,903 2,657 2,246 
Proceeds received from exercise of Vornado stock options and other662 664 (2)
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other(85)(114)29 
Proceeds from the issuance of preferred shares/units— 291,195 (291,195)
Net cash (used in) provided by financing activities$(663,392)$452,359 $(1,115,751)
Development and Redevelopment Expenditures for the Nine Months Ended September 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 846,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 116,000 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 $1,069,131,000 of cash has been expended as of September 30, 2022.
PENN 1
We are redeveloping PENN 1, a 2,546,000 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 $354,828,000 of cash has been expended as of September 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 $330,303,000 of cash has been expended as of September 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 $40,843,000 of cash has been expended as of September 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.
68

Liquidity and Capital Resources - continued
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 September 30, 2022, the aggregate dollar amount of these guarantees and master leases is approximately $1,593,000,000.
69

Liquidity and Capital Resources - continued
Other Commitments and Contingencies - continued
As of September 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) 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 September 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 September 30, 2022 fair value of the Fund assets, at liquidation we would be required to make a $24,990,000 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 September 30, 2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $10,300,000.
As of September 30, 2022, we have construction commitments aggregating approximately $492,000,000.
70

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. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.
Below is a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions for the three and nine months ended September 30, 2022 and 2021.
(Amounts in thousands, except per share amounts)For the Three Months Ended September 30,For the Nine Months Ended
September 30,
2022202120222021
Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders$7,769 $37,689 $84,665 $89,817 
Per diluted share$0.04 $0.20 $0.44 $0.47 
FFO adjustments:
Depreciation and amortization of real property$122,438 $86,180 $335,020 $256,295 
Real estate impairment losses — 7,880 — 7,880 
Net gain on sale of real estate— — (28,354)— 
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property32,584 35,125 98,404 104,829 
Net loss (gain) on sale of real estate6 — (169)(3,052)
Decrease (increase) in fair value of marketable securities— 287 — (1,118)
155,028 129,472 404,901 364,834 
Noncontrolling interests' share of above adjustments(10,731)(8,886)(28,018)(24,627)
FFO adjustments, net$144,297 $120,586 $376,883 $340,207 
FFO attributable to common shareholders$152,066 $158,275 $461,548 $430,024 
Impact of assumed conversion of dilutive convertible securities395 11 915 33 
FFO attributable to common shareholders plus assumed conversions$152,461 $158,286 $462,463 $430,057 
Per diluted share$0.79 $0.82 $2.39 $2.24 
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding191,793 191,577 191,756 191,508 
Effect of dilutive securities:
Convertible securities1,790 
(1)
26 1,407 
(1)
26 
Share-based payment awards225 464 266 643 
Denominator for FFO per diluted share193,808 192,067 193,429 192,177 
______________________
(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.
71

Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:
(Amounts in thousands, except per share and per unit amounts)20222021
September 30, BalanceWeighted
Average
Interest Rate		Effect of 1%
Change in
Base Rates		December 31,
Balance		Weighted
Average
Interest Rate
Consolidated debt:
Variable rate$2,313,015 4.35%$23,130 $4,534,215 1.59%
Fixed rate6,145,000 3.58%— 4,140,000 3.06%
$8,458,015 3.79%23,130 $8,674,215 2.29%
Pro rata share of debt of non-consolidated entities:  
Variable rate$1,271,535 4.42%12,715 $1,267,224 1.78%
Fixed rate1,447,457 3.72%— 1,432,181 3.72%
$2,718,992 4.05%12,715 $2,699,405 2.81%
Noncontrolling interests' share of consolidated subsidiaries(6,821)
Total change in annual net income attributable to the Operating Partnership29,024 
Noncontrolling interests’ share of the Operating Partnership(2,008)
Total change in annual net income attributable to Vornado$27,016 
Total change in annual net income attributable to the Operating Partnership per Class A unit$0.14 
Total change in annual net income attributable to Vornado per common share$0.14 
Fair Value of Debt
The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of September 30, 2022, the estimated fair value of our consolidated debt was $8,096,000,000.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk - 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. The following table summarizes our consolidated hedging instruments, all of which hedge variable rate debt, as of September 30, 2022 and December 31, 2021.
(Amounts in thousands)Fair Value
Asset (Liability) as of		As of September 30, 2022
September 30, 2022December 31, 2021Notional AmountAll-In Swapped RateSwap Expiration Date
Interest rate swaps:
555 California Street mortgage loan$53,160 $11,814 $840,000 
(1)
2.26%05/24
770 Broadway mortgage loan32,010 — 700,000 4.98%07/27
PENN 11 mortgage loan28,555 6,565 500,000 2.23%03/24
Unsecured revolving credit facility26,759 — 575,0003.88%08/27
Unsecured term loan13,706 (28,976)800,000 4.05%
(2)
Unsecured term loan (effective October 2023)8,864 — 500,000 4.39%10/26
100 West 33rd Street mortgage loan8,053 — 480,000 5.06%06/27
888 Seventh Avenue mortgage loan7,231 — 200,000 
(3)
4.66%09/27
4 Union Square South mortgage loan3,960 (3,861)100,000 
(4)
3.74%01/25
Interest rate caps:
1290 Avenue of the Americas mortgage loan6,304 411 950,000 
(5)
11/23
Various mortgage loans1,289 139 
Included in other assets$189,891 $18,929 
Included in other liabilities$— $32,837 
____________________
(1)Represents our 70.0% share of the $1.2 billion mortgage loan.
(2)Comprised of a $750,000 interest rate swap arrangement expiring October 2023 and a $50,000 interest rate swap arrangement expiring August 2027. In September 2022, we entered into a forward swap (presented above) for $500,000 of the $800,000 unsecured term loan through October 2026, effective upon the October 2023 expiration of the $750,000 swap arrangement. Together with the existing $50,000 swap arrangement, commencing October 2023, $550,000 of the loan will bear interest at a blended fixed rate of 4.36%. The unswapped balance of the loan will bear interest at a floating rate of SOFR plus 1.30%.
(3)The remaining $83,200 amortizing mortgage loan balance bears interest at a floating rate of LIBOR plus 1.70%.
(4)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 SOFR plus 1.50%. The entire $120,000 will float thereafter for the duration of the loan.
(5)LIBOR cap strike rate of 4.00%.

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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures (Vornado Realty Trust)
Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 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 September 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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors
There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K 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 September 30, 2022, we issued 7,660 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 $221,489 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.
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EXHIBIT INDEX
Exhibit No.
—Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust
—Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.
—Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
—Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
—Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
—Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
—Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
—Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
—Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
—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 September 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 September 30, 2022, formatted as iXBRL and contained in Exhibit 101.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VORNADO REALTY TRUST
(Registrant)
Date: October 31, 2022By:/s/ Deirdre Maddock
Deirdre Maddock, Chief Accounting Officer
(duly authorized officer and principal accounting officer)
76

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: October 31, 2022By:/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)
77
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