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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended:
December 31, 20192022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto
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)
(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 TrustL.P.MarylandDelaware22-165756013-3925979
(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)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of Each ClassTrading Symbol(s)Name of 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 Trust5.70%5.40% Series KLVNO/PKPLNew York Stock Exchange
Vornado Realty Trust5.40%5.25% Series LMVNO/PLPMNew York Stock Exchange
Vornado Realty Trust5.25% Series MNVNO/PMPNNew York Stock Exchange
Vornado Realty Trust4.45% Series OVNO/PONew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
RegistrantTitle of Each Class
Vornado Realty TrustSeries A Convertible Preferred Shares of beneficial interest, liquidation preference $50.00 per share
Vornado Realty L.P.Class A Units of Limited Partnership Interest




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Vornado Realty Trust: Yes  ☑      No  ☐   Vornado Realty L.P.: Yes  ☐      No  ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Vornado Realty Trust: Yes  ☐      No  ☑   Vornado Realty L.P.: Yes  ☐      No  ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Vornado Realty Trust: Yes  ☑      No  ☐   Vornado Realty L.P.: Yes  ☑      No  ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Vornado Realty Trust: Yes  ☑      No  ☐   Vornado Realty L.P.: Yes  ☑      No  ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
    
Vornado Realty Trust:
☑Large Accelerated Filer☐Accelerated Filer
☐Non-Accelerated Filer☐Smaller Reporting Company
☐Emerging Growth Company
Vornado Realty L.P.:
☐
☐Large Accelerated Filer☐Accelerated Filer
☑Non-Accelerated Filer☐Smaller Reporting Company
☐Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
    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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Vornado Realty Trust:  ☑   Vornado Realty L.P.: ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Vornado Realty Trust:  ☐   Vornado Realty L.P.: ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Vornado Realty Trust:  ☐   Vornado Realty L.P.: ☐
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  ☑
The aggregate market value of the voting and non-voting common shares held by non-affiliates of Vornado Realty Trust, i.e. by persons other than officers and trustees of Vornado Realty Trust, was $11,264,516,000$5,074,142,000 at June 30, 2019.

2022.
As of December 31, 2019,2022, there were 190,985,677191,866,880 common shares of beneficial interest outstanding of Vornado Realty Trust.

There is no public market for the Class A units of limited partnership interest of Vornado Realty L.P. Based on the June 30, 20192022 closing share price of Vornado Realty Trust’s common shares, which are issuable upon redemption of the Class A units, the aggregate market value of the Class A units held by non-affiliates of Vornado Realty L.P., i.e. by persons other than Vornado Realty Trust and its officers and trustees, was $670,609,000$319,516,000 at June 30, 2019.2022.

Documents Incorporated by Reference

Part III: Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s Shareholders to be held on May 14, 2020.18, 2023.



EXPLANATORY NOTE
This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, 20192022 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 93.1%92% 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 Annual Reports on Form 10-K of Vornado and the Operating Partnership into this single report provides the following benefits:
•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.
The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facility,facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.



To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:
•Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;
Item 6. Selected Financial Data;
•Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable; and
•Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
•
Note 11. Redeemable Noncontrolling Interests/Redeemable Partnership Units
•
Note 12. Shareholders' Equity/Partners' Capital
•
Note 15. Stock-based Compensation
•
Note 19.
•Note 10. Redeemable Noncontrolling Interests
•Note 11. Shareholders' Equity/Partners' Capital
•Note 14. Stock-based Compensation
•Note 18. (Loss) Income Per Share/(Loss) Income Per Class A Unit
Note 24. Summary of Quarterly Results (Unaudited)
This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.




INDEX

Item Financial Information:Page Number
1.
7
1A.
11
1B.
24
2.
25
3.
31
4.
31
5.
31
6.
32
7.
33
7A.
56
8.
58
9.
118
9A.
118
9B.
122
9C.
122
10.
122
11.
122
12.
123
13.
123
14.
123
15.
123
16.
133
134

(1)These items are omitted in whole or in part because Vornado, the Operating Partnership’s sole general partner, will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2022, portions of which are incorporated by reference herein.
5
____________________
(1)
These items are omitted in whole or in part because Vornado, the Operating Partnership’s sole general partner, will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2019, portions of which are incorporated by reference herein.


FORWARD-LOOKING STATEMENTS
Certain statements contained herein 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 future 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 Annual Report on Form 10‑K. 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. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
Currently, some of the factors are the increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic 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.
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 Annual Report on Form 10-K 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 Annual Report on Form 10-K.
6


PART I


ITEM 1.     BUSINESS

ITEM 1.BUSINESS
Vornado is a fully‑integrated REIT and conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership, a Delaware limited partnership. Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders are dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of and owned approximately93.1% 92% of the common limited partnership interest in the Operating Partnership as of December 31, 2019.2022.
We currently own all or portions of: 
New York:
19.1•62 Manhattan operating properties consisting of:
•19.9 million square feet of Manhattan office space in 3530 of the properties;
2.3•2.6 million square feet of Manhattan street retail space in 7056 of the properties;
1,991•1,664 units in 10six residential properties;
The 1,700 room•Multiple development sites, including 350 Park Avenue and the Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn District; andsite;
•A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns sevensix properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.31.1 million square foot Bloomberg, L.P. headquarters building.building, and The Alexander, a 312-unit apartment tower in Queens;
•Signage throughout the Penn District and Times Square; and
•Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning and security services for our buildings and third parties.
Other Real Estate and Investments:
•The 3.7 million square foot theMART in Chicago;
•A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco’s financial district aggregating 1.8 million square feet; and
A 25.0% interest in Vornado Capital Partners, our real estate fund (the "Fund"). We are the general partner and investment manager of the Fund; and
•Other real estate and investments.
OBJECTIVES AND STRATEGY
Our business objective is to maximize Vornado shareholder value. We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:
•maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;
•investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;
•acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;
•developing and redeveloping our existing properties to increase returns and maximize value; and
•investing in operating companies that have a significant real estate component.
We expect to finance our growth, acquisitions and investments using internally generated funds and proceeds from asset sales and by accessing the public and private capital markets. We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.
DISPOSITIONS
We contributed seven properties to Fifth Avenue and Times Square JV and transferred a 48.5% common interest in the joint venture to a group of institutional investors for net cash proceeds of $1.179 billion. We retained the remaining 51.5% common interest and an aggregate $1.828 billion of preferred equity interests in certain of the properties.
We also completed the following sale transactions during 2019:2022:
•$1.61 billion173 million sale of the Center Building located at 33-00 Northern Boulevard in Long Island City, New York;
•$101 million sale of 40 Fulton Street;
•$88 million net proceeds from the sale of 54three condominium units and ancillary amenities at 220 Central Park South;South ("220 CPS");
•$16885 million aggregate sale of two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street; and
•$24 million sale of all of our 18,468,969 common shares of Lexington Realty Trust;484-486 Broadway.
$109 million conversion and sale of all of our 5,717,184 partnership units of Urban Edge Properties;
$100 million sale of our 25% interest in 330 Madison Avenue; and
7
$50 million sale of 3040 M Street.




FINANCINGS
We completed the following financing transactions during 2019:2022:
•$1.502.0 billion of interest rate swap arrangements and a $500 million extension of an existing interest rate swap arrangement;
•$1.25 billion unsecured revolving credit facilities (increasedfacility amended and extended from $1.25 billion) extended to March 2024 lowering the interestto December 2027;
rate•$800 million unsecured term loan extended from LIBOR plus 1.00%February 2024 to LIBOR plus 0.90%;December 2027;
•$800700 million refinancing of 650 Madison Avenue ($161 million at our 20.1% interest);770 Broadway;
•$580480 million refinancing of 100 West 33rd Street; and
•$575100 million mortgage loan repayment on PENN2 with proceeds from our unsecured revolving credit facilities;
$500 million financingrefinancing of 640 Fifth Avenue330 West 34th Street land owner joint venture ($26035 million at our 52%34.8% interest) with proceeds used for the redemption of our.
temporary preferred equity in the property;
$400 million redemption of all of the outstanding 5.00% senior unsecured notes;
$375 million mortgage loan on 888 Seventh Avenue extended to December 2025;
$168 million refinancing of 61 Ninth Avenue ($76 million at our 45.1% interest);
$146 million refinancing of 512 West 22nd Street ($80 million at our 55% interest);
$145 million refinancing of Lucida ($36 million at our 25% interest);
$96 million refinancing of 435 Seventh Avenue;
$86 million refinancing of 50-70 West 93rd Street ($43 million at our 49.9% interest);
$75 million refinancing of 606 Broadway ($38 million at our 50% interest);
$60 million refinancing of 825 Seventh Avenue ($30 million at our 50% interest); and
$737 million which fully repaid the $950 million 220 Central Park South loan.
DEVELOPMENT AND REDEVELOPMENT EXPENDITURES
220 Central Park SouthPENN District
We are constructing a residential condominium tower containing 397,000 salableThe Farley Building
Our 95% joint venture (5% is owned by the Related Companies ("Related")) is completing the development of The Farley Building, which includes approximately 846,000 rentable square feet at 220 Central Park South ("220 CPS").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 (exclusive of land cost of $515.4 million) is estimated to be approximately $1.450 billion,$1,120,000,000 at our 95% share, of which $1.373 billion$1,111,493,000 of cash has been expended as of December 31, 2019.2022.
Penn DistrictPENN 1
We are redeveloping PENN1,PENN 1, a 2,545,0002,546,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. TheIn 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"). Skanska USA Civil Northeast, Inc. is performing the redevelopment under a fixed price contract for $396,000,000 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 thisour PENN 1 project is estimated to be $325,000,000,$450,000,000, of which $69,006,000$375,810,000 of cash has been expended as of December 31, 2019.2022.
PENN 2
We are redeveloping PENN2,PENN 2, a1,795,000 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 $40,820,000$393,126,000 of cash has been expended as of December 31, 2019.2022.
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 PennPENN District. The development cost of these improvements is estimated to be $100,000,000, of which $6,314,000$41,776,000 of cash has been expended as of December 31, 2019.
Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies ("Related")) is developing the Farley Office and Retail Building (the "Project"), which will include approximately 844,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 114,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $1,030,000,000. As of December 31, 2019, $597,600,000 has been expended.
The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies.
On December 19, 2019, we paid Kmart Corporation $34,000,000, of which $10,000,000 is expected to be reimbursed, to early terminate their 141,000 square foot retail space lease at PENN1 which was scheduled to expire in January 2036.
We recently entered into a development agreement with Metropolitan Transportation Authority to oversee the development of the Long Island Rail Road 33rd Street entrance at Penn Station which Skanska USA Civil Northeast, Inc. will construct under a fixed price contract for $120,805,000.
Other
We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $50,000,000, of which our share is $35,000,000. As of December 31, 2019, $48,087,000 has been expended, of which our share is $33,661,000.


DEVELOPMENT AND REDEVELOPMENT EXPENDITURES - CONTINUED
Other - continued
We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of December 31, 2019, $23,128,000 has been expended, of which our share is $11,564,000.2022.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the Penn District.PENN District and 350 Park Avenue.
There can be no assurance that the above projects will be completed, completed on schedule or within budget.
8

ENVIRONMENTAL SUSTAINABILITY INITIATIVES
We have long believed a focus on environmental sustainability is responsible management of our business and important to our tenants, investors, employees and communities that we serve. It has been central to Vornado's business strategy for over 10 years. The Corporate Governance and Nominating Committee of Vornado's Board of Trustees is assigned with oversight of Environmental, Social and Governance (“ESG”) matters, which includes climate change risk. Environmental sustainability initiatives are carried out by a dedicated team of professionals that work directly with our business units.
Vornado is an industry leader in sustainability, owning and operating more than 27 million square feet of LEED (Leadership in Energy and Environmental Design) certified buildings, representing 95% of our office portfolio, with over 23 million square feet at LEED Gold or Platinum. In 2022, we (i) were selected as a global “Sector Leader” for Diversified Office/Retail REITs in the Global Real Estate Sustainability Benchmark ("GRESB"), ranking first in the United States amongst peers and ranking third among 112 responding listed companies within the Americas, and received the “Green Star” distinction for the tenth consecutive year and GRESB's five star rating, (ii) received the Leader in the Light Award by the National Association for Real Estate Investment Trusts (NAREIT) for diversified REITs for the twelfth time, and (iii) were recognized as an EPA ENERGY STAR Partner of the Year with the distinction of having demonstrated seven years of sustained excellence.
We prioritize addressing climate change and in 2019 adopted a 10-year plan to make our buildings carbon neutral by 2030 (“Vision 2030”). Vision 2030 is a multi-faceted approach that prioritizes energy efficiency, demand management, and renewable power.We rely on technology, as well as meaningful stakeholder collaboration with our tenants, our employees, and our communities, to achieve this plan. Our commitment to carbon neutrality and associated emissions reduction targets have been approved by the Science Based Targets Initiative as consistent with a 1.5°C climate scenario, the most ambitious goal of the Paris Agreement.
We consider sustainability in all aspects of our business, including the design, construction, retrofitting and ongoing maintenance and operations of our portfolio of buildings. We operate our buildings sustainably and efficiently by seeking to establish best practices in energy and water consumption, carbon reduction, resource and waste management and ecologically sensitive procurement. Our policies, from 100% green cleaning to energy efficiency, are implemented across our entire portfolio. We undertake significant outreach with our tenants, employees and investors regarding Vornado’s sustainability programs and strategies.
Our 2022 and 2023 long-term performance plan awards formally tie senior management compensation to achievement of certain ESG targets, including reductions in greenhouse emissions, achieving a specified GRESB score and targeting a specified percentage of LEED Gold or Platinum certified square footage in our office portfolio.
We are committed to transparent reporting of sustainability performance indicators and publish an annual ESG Report in accordance with the Global Reporting Initiative and aligned with the metrics codified by the Sustainability Accounting Standards Board and recommendations set forth by the Task Force on Climate-related Financial Disclosures. We also submit public reports to CDP (formerly, the Carbon Disclosure Project), CSA (the S&P Global Corporate Sustainability Assessment) and EP100 (global initiative led by Climate Group). Further details on our environmental sustainability initiatives and strategy, including our Vision 2030 Roadmap, can be found in our 2021 ESG Report at (esg.vno.com). There can be no assurance that our Vision 2030 commitment will be achieved in the planned time frame. The ESG Report is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
HUMAN CAPITAL MANAGEMENT
As of December 31, 2022, we have approximately 3,146 employees, consisting of (i) 2,622 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security, engineering and parking services primarily to our New York properties, (ii) 236 employees in our corporate office, (iii) 158 employees in leasing and property management, and (iv) 130 employees of theMART. The foregoing does not include employees of partially owned entities.
Human capital management is critical to our success and our employees are the foundation of our human capital. To foster talent and growth, we provide training and continuing education, promote career and personal development, and encourage innovation and engagement.
Compensation, Benefits and Employees Wellbeing
To attract and retain the best-qualified talent and to help our employees stay healthy, balance their work and personal lives, and meet their financial and retirement goals, we offer competitive benefits including, but not limited to, market-competitive compensation, healthcare (medical, dental and vision coverage), a health savings account, 401(k) and employer match, dependent care flexible spending account, parental leave, adoption/surrogacy benefits, short-term and long-term disability insurance, life insurance, time off/paid holidays, tuition reimbursement, subsidized gym memberships, employee wellness programs and incentives, in-workplace COVID-19 and flu vaccinations, commuter benefits, an employee assistance program and workplace flexibility.
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HUMAN CAPITAL MANAGEMENT - CONTINUED
Talent Development
We promote career and personal development, provide training and continuing education, and encourage innovation and engagement. This includes tuition reimbursement for our employees’ continuing education and professional development, and the opportunity to participate in a variety of training and networking engagements.
Culture and Engagement
Our employees are critical to our success, and we believe creating a positive and inclusive culture is essential to attracting and retaining engaged employees. We seek to retain our employees by actively engaging with our workforce and we solicit their feedback through our divisional leaders and employee surveys. We use their feedback to create and continually enhance programs that support their needs.
Through our volunteer program, Vornado Volunteers, employees are granted one day of paid time off per calendar year to volunteer for a cause of their choice.
Diversity and Inclusion
Vornado is a diverse and inclusive environment that empowers the individual and enriches the employment experience. We have published Equal Employment Opportunity “EEO” data since 2017 and have a broadly diverse workforce across both our corporate base as well as our BMS division. Our employee demographics data can be found on our ESG micro-site (esg.vno.com), which is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
Our diversity metrics set a baseline from where we constantly strive to improve.
Health and Wellness
As a building owner and landlord to thousands of business tenants, we focus on maintaining and improving the health of our indoor environments, as well as communicating the value of our health and wellness programs with consistency and clarity to our stakeholders. We believe that consistent health programming and communications protocols not only mitigate health risks within our buildings, but they also create a responsible behavior framework for our employees, our tenants, and our visitors.
Labor Relations
BMS employs and manages janitorial and security staff who are members of 32BJ SEIU and engineering staff who are members of Local 94 of the International Union of Operating Engineers AFL-CIO. Through our active participation in the Realty Advisory Board on Labor Relations, we work collaboratively with both unions and consider our relations with our union employees to be very positive.
For additional information on human capital matters, please see our most recent ESG report, available for download on our website at www.vno.com and in digital format at esg.vno.com. This report and other information on our website are not incorporated by reference into and do not form any part of this Annual Report on Form 10-K.
COMPETITION
We compete with a large number of real estate investors, property owners and developers, some of whichwhom 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 Item 1A for additional information regarding these factors.
SEGMENT DATA
We operate in the following reportable segments: New York and Other. Financial information related to these reportable segments for the years ended December 31, 2019, 20182022, 2021 and 20172020 is set forth in Note 2523 – Segment Information to our consolidated financial statements in this Annual Report on Form 10-K.
SEASONALITY
Our revenues and expenses are subject to seasonality during the year which impacts quarterly net earnings, cash flows and funds from operations, and therefore impacts comparisons of the current quarter to the previous quarter. The New York segment has historically experienced higher utility costs in the first and third quarters of the year. 
TENANTS ACCOUNTING FOR OVER 10% OF REVENUES 
None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2019, 20182022, 2021 and 2017.2020.

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CERTAIN ACTIVITIES
We do not base our acquisitions and investments on specific allocations by type of property. We have historically held our properties for long‑term investment; however, it is possible that properties in our portfolio may be sold or otherwise disposed of when circumstances warrant. Further, we have not adopted a policy that limits the amount or percentage of assets which could be invested in a specific property or property type. Generally our activities are reviewed and may be modified from time to time by Vornado’s Board of Trustees without the vote of our shareholders or Operating Partnership unitholders.
EMPLOYEES 
As of December 31, 2019, we have approximately 4,008 employees, of which 273 are corporate staff. The New York segment has 3,562 employees, including 2,914 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties and 462 employees at the Hotel Pennsylvania. theMART has 173 employees. The foregoing does not include employees of partially owned entities. 
PRINCIPAL EXECUTIVE OFFICES 
Our principal executive offices are located at 888 Seventh Avenue, New York, New York 10019; telephone (212) 894‑7000.
MATERIALS AVAILABLE ON OUR WEBSITE
Copies of our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, trustees or 10% beneficial owners, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934 are available free of charge through our website (www.vno.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics, and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial and non-financial information, including certain non-GAAP financial measures, none of which is a part of this Annual Report on Form 10-K. Copies of our filings under the Securities Exchange Act of 1934 are also available free of charge from us, upon request.

ITEM 1A.     RISK FACTORS

ITEM 1A.RISK FACTORS 
Material factors that may adversely affect our business, operations and financial condition are summarized below. We refer to the equity and debt securities of both Vornado and the Operating Partnership as our “securities” and the investors who own shares of Vornado or units of the Operating Partnership, or both, as our “equity holders.” The risks and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, operations and financial condition. See “Forward-Looking Statements” contained herein on page 6.6.
RISKS RELATED TO OUR INVESTMENTS ARE CONCENTRATED IN THE NEW YORK CITY METROPOLITAN AREAPROPERTIES AND CIRCUMSTANCES AFFECTING THIS AREA GENERALLY COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.INDUSTRY
We may be adversely affected by trends in office real estate, including work from home trends.
In 2022, approximately 77% of our net operating income (“NOI” a non-GAAP measure) is from our office properties. Work from home, flexible or hybrid work schedules, open workplaces, videoconferencing, and teleconferencing are becoming more common, particularly as a result of the COVID-19 pandemic. Changes in tenant space utilization, including increased acceptance of work from home and flexible work arrangement policies, may cause office tenants to reassess their long-term physical space needs, which could have an adverse effect on our business.
A significant portion of our properties is located in the New York City Metropolitan area and is affected by the economic cycles and risks inherent to this area.
In 2019,2022, approximately87% 86% of our net operating income ("NOI", a non-GAAP measure) cameNOI is from properties located in the New York City metropolitan area. We may continue to concentrate a significant portion of our future acquisitions, development and redevelopment in this area. Real estate markets are subject to economic downturns and we cannot predict how economic conditions will impact this market in either the short or long term. Declines in the economy or declines in real estate markets in the New York City metropolitan area, including the effects of the COVID-19 pandemic, have hurt and could continue to hurt our financial performance and the value of our properties. In addition to the factors affecting the national economic condition generally, the factors affecting economic conditions in this region include:
•financial performance and productivity of the media, advertising, professional services, financial, technology, retail, insurance and real estate industries;
•business layoffs or downsizing;
•any oversupply of, or reduced demand for, real estate;
•industry slowdowns;
•the effects of inflation and rising interest rates;
•relocations of businesses;
•changing demographics;
•increased telecommutingwork from home and use of alternative work places;
•changes in the number of domestic and international tourists to our markets (including as a result of changes in the relative strengths of world currencies)currencies and the COVID-19 pandemic);
•the fiscal health of New York State and New York City governments and local transit authorities, particularly as a result of the impact of the COVID-19 pandemic;
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•quality of life conditions;
•infrastructure quality;
•increased government regulation and costs of complying with such regulations; and
•changes in rates or the treatment of the deductibility of state and local taxes; and
any oversupply of, or reduced demand for, real estate.taxes.
It is impossible for us to ensure the accuracy of predictions of the future or the effect of trends in the economic and investment climates of the geographic areas in which we concentrate, and more generally of the United States, or the real estate markets in these areas. Local, national or global economic downturns could negatively affect the value of our properties, our businesses and profitability.
We are subject to risks that affect the general and New York City retail environments.
Certain of our properties are Manhattan retail properties. Approximately 22%In 2022, approximately 18% of our NOI is from Manhattan retail properties. As such, theseThese properties are affected by the general and New York City retail environments, including office and residential occupancy rates, the level of consumer spending and consumer confidence, Manhattan tourism, employer remote-working policies, the threat of terrorism or other criminal acts, increasing competition from on-lineonline retailers, other retailers, and outlet malls,retail centers, and the impact of technological change upon the retail environment generally. Furthermore, New York City tourism has not yet fully recovered from the effects of the COVID-19 pandemic. The decline in international tourists, who comprise a major source of demand for our Manhattan retail tenants, has adversely affected such tenants. These factors could adversely affect the financial condition of our retail tenants, or result in the bankruptcy of such tenants, and the willingness of retailers to lease space in our retail locations, which could have an adverse effect on our business and profitability.
Terrorist attacks may adversely affect the value of our properties, and our ability to generate cash flow. 
We have significant investments in the New York City, Chicago and San Francisco metropolitan areas. In response to a terrorist attack or the perceived threat of terrorism, tenants in these areas may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity and fewer customers may choose to patronize businesses in these areas. This, in turn, would trigger a decrease in the demand for space in these areas, which could increase vacancies in our properties and force us to lease space on less favorable terms. Furthermore, we may experience increased costs in security, equipment and personnel. As a result, the value of our properties and the level of our revenues and cash flows could decline materially.


Natural disasters and the effects of climate change could have a concentrated impact on the areas where we operate and could adversely impact our results. 
Our investments are concentrated in the New York, Chicago and San Francisco metropolitan areas. Natural disasters, including earthquakes, storms, tornados, floods and hurricanes, could cause significant damage to our properties and the surrounding environment or area. Potentially adverse consequences of “global warming,” including rising sea levels, could similarly have an impact on our properties and the economies of the metropolitan areas in which we operate. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to expend funds as we seek to repair and protect our properties against such risks. The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results.
REAL ESTATE INVESTMENTS’ VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.profitability.
Our performance and the value of an investment in us are subject to risks associated with our real estate assets and with the real estate industry.
The value of our real estate and the value of an investment in us fluctuates depending on conditions in the general economy and the real estate business. These conditions may also adversely impact our revenues and cash flows.
The factors that affect the value of our real estate investments include, among other things:
•global, national, regional and local economic conditions;
•competition from other available space;space, including co-working space and sub-leases;
•local conditions such as an oversupply of space or a reduction in demand for real estate in the area;
•how well we manage our properties;
•the development and/or redevelopment of our properties;
•changes in market rental rates;
•trends in office real estate, including many tenants’ preferences for space in modern amenitized buildings which may require the landlord to incur significant capital expenditures;
•increased competition from online shopping and its impact on retail tenants and their demand for retail space;
•the timing and costs associated with property improvements and rentals;
•whether we are able to pass all or portions of any increases in operating costs through to tenants;
•changes in real estate taxes and other expenses;
•the ability of state and local governments to operate within their budgets;
•whether tenants and users such as customers and shoppers consider a property attractive;
•changes in consumer preferences adversely affecting retailers and retail store values;
•changes in tenant space utilization by our tenants due to technology, economic conditions and business environment;utilization;
•the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
•consequences of any armed conflict involving, or terrorist attacks against, the United States or individual acts of violence in public spaces;
trends in office real estate;
the impact on our retail tenants and demand for retail space at our properties due to increased competition from online shopping;
•availability of financing on acceptable terms or at all;
•inflation or deflation;
•fluctuations in interest rates;
•our ability to obtain adequate insurance;
•changes in zoning laws and taxation;
•government regulation;
•potential liability under environmental or other laws or regulations;
•natural disasters;
•general competitive factors;
•climate change; and
climate changes.•the impact of the COVID-19 pandemic or outbreaks of other infectious diseases.
The rents or sales proceeds we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors. If rental revenues, sales proceeds and/or occupancy levels decline, we generally would expect to have less cash available for operating costs, to pay indebtedness and for distribution to equity holders. In addition, some of our major expenses,
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including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.


Capital marketsdecline and economic conditionsmaintenance costs can materially affect our liquidity, financial condition and results of operations as well as the value ofincrease substantially in an investment in our debt and equity securities.
There are manyinflationary environment. These factors that can affectmay cause the value of our debt and equity securities, including the state of the capital marketsreal estate assets to decline, which may result in non-cash impairment charges and the economy. Demand for office and retail space typically declines nationwide due to an economic downturn, bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely affect the state of the capital markets. The cost and availability of credit mayimpact could be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our securities.
U.S. federal tax reform legislation now and in the future could affect REITs generally, the geographic markets in which we operate, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.
The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) represented sweeping tax reform legislation that made significant changes to corporate and individual tax rates and the calculation of taxes, as well as international tax rules. As a REIT, we are generally not required to pay federal taxes otherwise applicable to regular corporations if we comply with the various tax regulations governing REITs. Shareholders, however, are generally required to pay taxes on REIT dividends. The 2017 Act and future tax reform legislation could impact our share price or how shareholders and potential investors view an investment in REITs. For example, the decrease in corporate tax rates in the 2017 Act could decrease the attractiveness of the REIT structure relative to companies that are not organized as REITs. In addition, while certain elements of the 2017 Act do not impact us directly as a REIT, they could impact the geographic markets in which we operate as well as our tenants in ways, both positive and negative, that are difficult to anticipate. For example, the limitation in the 2017 Act on the deductibility of certain state and local taxes may make operating in jurisdictions that impose such taxes at higher rates less desirable than operating in jurisdictions imposing such taxes at lower rates. The overall impact of the 2017 Act also depends on the future interpretations and regulations that may be issued by U.S. tax authorities, and it is possible that future guidance could adversely impact us.material.
Real estate is a competitive business and that competition may adversely impact us.
We compete with a large number of real estate investors, property owners and developers, some of whichwhom 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. Substantially all of our properties face competition from similar properties in the same market, which may adversely impact the rents we can charge at those properties and our results of operations.
Competition for acquisitions may reduceOur commercial office properties are located primarily in highly developed areas of the New York metropolitan area. Manhattan is the largest office market in the United States. The number of acquisition opportunities available to us and increasecompetitive office properties in the costs of those acquisitions.
We may acquire properties when we are presented with attractive opportunities. We may face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors,New York metropolitan area, which may adversely affect us because that competition may cause an increase in the purchase price forbe newer or better located than our properties, could have a desired acquisition property or result in a competitor acquiring the desired property instead of us.
If we are unable to successfully acquire additional properties,material adverse effect on our ability to growlease office space at our business could be adversely affected. In addition, increases inproperties and on the cost of acquisition opportunities could adversely affect our results of operations.effective rents we are able to charge.
We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.
Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. In addition, because a majority of our income comes from renting of real property, our income, funds available to pay indebtedness and funds available for distribution to equity holders will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain occupancy levels on favorable terms. If a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and may incur substantial legal and other costs. Even if we are able to enforce our rights, a tenant may not have recoverable assets.
We may be adversely affected by trends in office real estate.
Approximately 72% of our NOI is from our office properties. Telecommuting, flexible work schedules, open workplaces and teleconferencing are becoming more common. These practices enable businesses to reduce their office space requirements. There is also an increasing trend among some businesses to utilize shared office spaces and co-working spaces. A continuation of the movement towards these practices could, over time, erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations.


We may be unable to renew leases, lease vacant space or relet space as leases expire.expire on favorable terms.
When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of renewal or reletting, considering among other things, rent and other concessions, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property.property and/or space. If we are unable to promptly renew the leases or relet the space at similar rates or if we incur substantial costs in renewing or reletting the space, our cash flow and ability to service debt obligations and pay dividends and distributions to equity holders could be adversely affected.
Bankruptcy or insolvency of tenants may decrease our revenue, net income and available cash.
From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy, or become insolvent or experience a material business downturn adversely affecting their ability to make timely rental payments in the future. The bankruptcy or insolvency of a major tenant may delay our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these amounts altogether. As a result, the bankruptcy or insolvency of, or nonpayment by, a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the property. As a result, the bankruptcy or insolvency of a major tenantproperty, which could in turn result in decreased net income and funds available to pay our indebtedness or make distributions to equity holders.
The occurrenceOur business, financial condition, results of cyber incidents,operations and cash flows have been and may continue to be adversely affected by the COVID-19 pandemic or a deficiency in our cyber security, as well asfuture outbreaks of other disruptionshighly infectious diseases.
Our business has been, and may continue to be, adversely affected by the economic and industry challenges created by the COVID-19 pandemic and preventive measures taken to curb the spread of the virus. While substantially all of the limitations and restrictions imposed during the onset of the pandemic have been lifted and/or eased and people have largely resumed pre-pandemic activities, economic conditions continue to negatively impact the financial health of our IT networksretail tenants. The impact of such conditions could cause retailers to continue to reduce the number and related systems,size of their physical locations and further increase reliance on e-commerce. Additionally, office tenants may see further delays in employee return-to-work plans as a result of the continued risks of the pandemic and further dependence on work from home and flexible work arrangements. This may lead our office tenants to reassess their long-term physical space needs. If the COVID-19 virus or another more contagious variant or disease were to spread, governmental agencies and other authorities may reorder closures or reimpose restrictions on businesses, which could further negatively impact our business by causing a disruption to our operations, a compromise or corruptionthe financial condition of our confidential information,tenants. Over time, these factors could decrease the demand for office and retail space and ultimately decrease occupancy and/or damagerent levels across our portfolio, which may have a negative impact on our financial condition and/or access to capital. We may continue to experience material impacts to our business, relationships or reputation, all of which could negatively impact our financial results.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we have not experienced cyber incidents that are individually, or in the aggregate, material, we have experienced cyber attacks in the past, which have thus far been mitigated by preventative, detective, and responsive measures that we have put in place. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to litigation claims for breach of contract, damages, credits, fines, penalties, governmental investigations and enforcement actions or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition, and cash flows.
A cyber attackoperating results due to the COVID-19 pandemic or systems failure could interfere with our ability to comply with financial reporting requirements, which could adversely affect us. A cyber attack could also compromisevariants or future outbreaks of other highly infectious diseases and those impacts may have the confidential informationeffect of our employees, tenants, customers and vendors. A successful attack could disrupt and materially affect our business operations, including damaging relationships with tenants, customers and vendors. Any compromise of our information security systems could also result in a violation of applicable privacy andheightening other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information (which may be confidential, proprietary and/or commercially sensitive in nature) and a loss of confidence in our security measures, which could harm our business.


risks described under this heading “Risk Factors.”
Some of our potential losses may not be covered by insurance.
For our properties, except the Farley Office and Retail Building, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $250,000,000 includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0
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$2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake.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 $1,430,413$1,774,525 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.
ForCertain condominiums in which we own an interest (including the Farley Office and Retail Building, weCondominiums) maintain general liability insurance policies with limits of $100,000,000different per occurrence and builder’s risk insurance including coverage for existing property and development activities of $2.8 billion per occurrence and in the aggregate. We maintain coverage for certified and non-certified terrorism acts withaggregate limits of $1.0 billion per occurrence and in the aggregate.than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could adversely affect our business, results of operations and financial condition, the impact of which could be material.
Our debt instruments, consistingActual or threatened terrorist attacks or other criminal acts may adversely affect the value of mortgage loans secured by our properties senior unsecured notes and revolving credit agreements contain customary covenantsour ability to generate cash flow.
We have significant investments in the New York City, Chicago and San Francisco metropolitan areas. In response to a terrorist attack, the perceived threat of terrorism, or other criminal acts, tenants in these areas may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity or have lower rates of crime and fewer customers may choose to patronize businesses in these areas. This, in turn, would trigger a decrease in the demand for space in these areas, which could increase vacancies in our properties and force us to lease space on less favorable terms. Furthermore, we may experience increased costs in security, equipment and personnel. As a result, the value of our properties and the level of our revenues and cash flows could decline materially.
Natural disasters and the effects of climate change could have a concentrated impact on the areas where we operate and could adversely impact our results.
Our investments are concentrated in the New York, Chicago and San Francisco metropolitan areas. Natural disasters, including earthquakes, storms, tornados, floods and hurricanes, could cause significant damage to our properties and the surrounding environment or area. Potentially adverse consequences of climate change, including rising sea levels, extreme weather, and increased flooding, could similarly have an impact on our properties and the economies of the metropolitan areas in which we operate. Government efforts to combat climate change may impact the cost of operating our properties. Over time, these conditions could result in declining demand for office and retail space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to maintain insurance. Althoughexpend funds as we believe that we have adequate insurance coverage for purposesseek to repair and protect our properties against such risks. The incurrence of these agreements, welosses, costs or business interruptions 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 ouroperating and financial results.
Our properties and expand our portfolio.
Compliance or failure to comply withare located in urban areas, which means the Americans with Disabilities Act ("ADA") or other safety regulations and requirements could result in substantial costs.
ADA generally requires that public buildings, including our properties, meet certain Federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the Federal government or the award of damages to private litigants and/or legal fees to their counsel. From time to time persons have asserted claims against us with respect to somevitality of our properties under the ADA, but to date such claims have not resultedis reliant on sound transportation and utility infrastructure. If that infrastructure is compromised in any material expense or liability. If, under the ADA, we are required to make substantial alterationsway by an extreme weather event, such a compromise could have an adverse impact on our local economies and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations,populations, as well as the amount of cash available for distributionon our tenants’ ability to equity holders.do business in our buildings.
Our properties are subject to various federal, statetransitional risks related to climate-related policy change.
De-carbonization of grid-supplied energy could lead to increased energy costs and local regulatory requirements, such as state and local fire and life safety requirements. If we failoperating expenses for our buildings. Retrofitting our building systems to comply with these requirements, weconsume less energy could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.
Changes in the method pursuantlead to increased capital costs. Buildings which the LIBOR rates are determined and phasing out of LIBOR after 2021 may affect our financial results.
The chief executive of the United Kingdom Financial Conduct Authority ("FCA"), which regulates the London Interbank Offered Rate ("LIBOR"), announced that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. It is not possible to predict the effect of these changes, including when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.
We have outstanding debt and derivatives with variable rates that are indexed to LIBOR. In the transition from the use of LIBOR to SOFR or other alternatives, the level of interest payments we incur may change. In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable on certain of our obligations (including transition to an alternative benchmark rate) if LIBOR is not reported, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form. Use of alternative interest rates or other LIBOR reforms could result in increased volatility or a tightening of credit markets which could adversely affect our ability to obtain cost-effective financing.


We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may also impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. Our predecessor companiesconsume fossil fuel onsite may be subject to similar liabilities for activities of those companiespenalties in the past. We could incur fines for environmental compliance and be held liable forfuture. In addition, the costsfull transition of remedial action with respectgrid-supplied energy to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.
 Each of our propertiesrenewable sources (as has been subjectmandated by the Climate Leadership and Community Protection Act in New York State) could lead to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material toincreased energy costs and operating expenses for our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.buildings.
In addition, weWe may become subject to costs, taxes or taxes,penalties, or increases therein, associated with natural resource or energy usage, (suchsuch as a “carbon tax”). and by local legislation such as New York City’s Local Law 97, which sets limits on carbon emissions in our buildings and imposes penalties if we exceed those limits, and New York City’s Intro 2317, or the “gas ban” bill, which limits any onsite fossil fuel combustion in new construction and major renovations. These costs, taxes or taxespenalties could increase our operating costs and decrease the cash available to pay our obligations or distribute to our equity holders.owners.
We face risks associated
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Changes to tax laws could affect REITs generally, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.
The rules dealing with our tenants being designated “Prohibited Persons”U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Office of Foreign Assets ControlIRS and similar requirements.
Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) maintains a listDepartment. Changes to tax laws (which changes may have retroactive application) could adversely affect the taxation of persons designated as terroristsREITs and their shareholders. We cannot predict whether, when, in what form, or who are otherwise blockedwith what effective dates, tax laws, regulations and rulings may be enacted, promulgated or banned (“Prohibited Persons”) from conducting businessdecided, or engagingtechnical corrections made, which could result in transactionsan increase in our, or our shareholders’, tax liability or require changes in the United States and thereby restrictsmanner in which we operate in order to minimize increases in our doing business withtax liability. If such persons. In addition, our leases, loans and other agreements may require us to comply with OFAC and related requirements, and any failure to do so may result in a breach of such agreements. If a tenant or other party with whom we conduct business is placed on the OFAC list or is otherwise a party with whom we are prohibited from doing business,changes occur, we may be required to terminatepay additional taxes on our assets or income and/or be subject to additional restrictions. These increased tax costs could, among other things, adversely affect the lease or other agreement or face other penalties. Any such termination could result in a loss of revenue or otherwise negatively affecttrading price for our common shares, our financial condition, our results of operations and the amount of cash flows.available for the payment of dividends.
WE MAY ACQUIRE OR SELL ASSETS OR ENTITIES OR DEVELOP PROPERTIES. OUR FAILURE OR INABILITY
RISKS RELATED TO CONSUMMATE THESE TRANSACTIONS OR MANAGE THE RESULTS OF THESE TRANSACTIONS COULD ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.STRATEGIES
Significant inflation and continuing increases in the inflation rate could adversely affect our business and financial results.
Recent substantial increases in the rate of inflation and potential future elevated rates of inflation, both real and anticipated, may impact our investments and results of operations. In a highly inflationary environment, we may be unable to raise rental rates at or above the rate of inflation, which could reduce our profit margins. In addition, our cost of labor and materials could increase, which could have an adverse impact on our business and financial results. Increased inflation could also adversely affect us by increasing costs of construction and renovation. While increases in most operating expenses at our properties can be passed on to our office and retail tenants, some tenants have fixed reimbursement charges and expenses at our residential properties may not be able to be passed on to residential tenants. Unreimbursed increased operating expenses may reduce cash flow available for payment of mortgage debt and interest and for distributions to shareholders.
We face risks associated with property acquisitions.
We have acquired in the past and intend to continue to pursue the acquisition of properties and portfolios of properties, including, but not limited to, large portfolios that couldwould increase our size and could result in alterations to our capital structure. Furthermore, from time to time we have made, and in the future we may seek to make one or more, material acquisitions that we believe will maximize shareholder value. However, an announcement by us of one or more significant acquisitions could result in a quick and significant decline in the price of our securities. Our acquisition activities and their success are subject to the following risks:
even if we enter into an acquisition agreement for a property, •we may be unable to complete thatan acquisition of a property or portfolio even after entering into an acquisition agreement, making a non-refundable deposit and incurring certain other acquisition-related costs;
•we may be unable to obtain or assume financing for acquisitions on favorable terms or at all;
•acquired properties may fail to perform as expected;
•the actual costs of repositioning, redeveloping or maintaining acquired properties may be greater than our estimates and may require significantly greater time and attention of management than anticipated;
•the acquisition agreement will likely contain conditions to closing, including completion of due diligence investigations to our satisfaction or other conditions that are not within our control, which may not be satisfied;
•acquired properties may be located in new markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and permitting procedures;
•we may acquire real estate through the acquisition of the ownership entity subjecting us to the risks of that entity and we may be exposed to the liabilities of properties or companies acquired, some of which we may not be aware of at the time of acquisition;
•we may face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors, which may cause an increase in the purchase price for a desired acquisition property or result in a competitor acquiring the desired property instead of us; and


•we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition.
Any delay or failure on our part to identify, negotiate, finance and consummate such acquisitions in a timely manner and on favorable terms, or operate acquired properties to meet our financial expectations, could impede our growth and have an adverse effect on us, including our financial condition, results of operations, cash flow and the market value of our securities. If we are unable to successfully acquire additional properties, our ability to grow our business could be adversely affected.

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We are exposed to risks associated with property development, redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.
We are the owner of numerous development sites and continue to engage in redevelopment and repositioning activities with respect to our properties, and, accordingly, we are subject to certain risks, which could adversely affect us, including our financial condition and results of operations. These risks include, without limitation, (i) the availability and pricing of financing on favorable terms or at all; (ii) the availability and timely receipt of zoning and other regulatory approvals; (iii) cost overruns, especially in the current inflationary environment, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays); (iv) the potential for the fluctuation of occupancy rates and rents at redeveloped properties, which may result in our investment not being profitable; (iv)(v) start up, repositioning and redevelopment costs may be higher than anticipated; (v) cost overruns and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, or material shortages); (vi) the potential that we may fail to recover expenses already incurred if we abandon development or redevelopment opportunities after we begin to explore them; (vii) the potential that we may expend funds on and devote management time to projects which we do not complete; (viii) the inability to complete leasing of a property on schedule or at all, resulting in an increase in constructioncarrying or redevelopment costs; and (ix) the possibility that properties will be leased at below expected rental rates.rates and (x) to the extent the redevelopment activities are conducted in partnership with third parties, the possibility of disputes with our joint venture development partners and the potential that we miss certain project milestone deadlines. These risks could result in substantial unanticipated delays or expenses, and could prevent the initiation or the completion of redevelopment activities any of whichor reduce the ultimate rents achieved on new developments. These outcomes could have an adverse effect on our financial condition, results of operations, cash flow, the market value of our common shares and ability to satisfy our principal and interest obligations and to make distributions to our shareholders.
From time to time we have made, and in the future we may seek to make one or more material acquisitions. The announcement of such a material acquisition may result in a rapid and significant decline in the price of our securities.
We are continuously looking at material transactions that we believe will maximize shareholder value. However, an announcement by us of one or more significant acquisitions could result in a quick and significant decline in the price of our securities.
It may be difficult to sell real estate quickly,on a timely basis, which may limit our flexibility.
Real estate investments are relatively illiquid. Consequently, we may have limited ability to dispose of assets in our portfolio promptly in response to changes in economic or other conditions which could have an adverse effect on our sources of working capital and our ability to satisfy our debt obligations.
We may not be able to effectively operate our business if we are unable to attract and retain qualified personnel due to a tight labor market in areas in which we operate.
Our success depends on our ability to continue to attract, retain, and motivate qualified personnel. The U.S. job market continues to experience labor shortages and employee resignations at elevated levels. Factors impacting the labor shortage include demand for flexible working hours and remote work, higher pay from competitors, people leaving the workforce entirely, enhanced unemployment insurance benefits and many other factors. The increased ability and desire of employees in the workforce to work from home or in other remote work arrangements has made it and may continue to make it more difficult for us to compete in the job market. In addition, we may find it difficult to attract and retain employees in New York City, where our corporate office and a significant portion of our properties are located. Our inability to attract, retain, and motivate qualified personnel, could have a material adverse effect on our ability to operate our business.
We may not be permitted to dispose of certain properties or pay down the debt associated with those properties when we might otherwise desire to do so without incurring additional costs. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn similar returns.
As part of an acquisition of a property, or a portfolio of properties, we may agree, and in the past have agreed, not to dispose of the acquired properties or reduce the mortgage indebtedness for a long-term period, unless we pay certain of the resulting tax costs of the seller. These agreements could result in us holding on to properties that we would otherwise sell and not pay down or refinance. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn returns similar to those generated by the assets that were sold.
From time to time we have made, and in the future we may seek to make investments in companies over which we do not have sole control. Some of these companies operate in industries with different risks than investing and operating real estate.
From time to time we have made, and in the future we may seek to make, investments in companies that we may not control, including, but not limited to, Alexander’s, our Fifth Avenue and Times Square JV, and other equity and loan investments. Although these businesses generally have a significant real estate component, some of them operate in businesses that are different from investing and operating real estate. Consequently, we are subject to operating and financial risks of those industries and to the risks associated with lack of control, such as having differing objectives than our partners or the entities in which we invest, or becoming involved in disputes, or competing directly or indirectly with these partners or entities. In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may adversely affect us.


We are subject to risks involved in real estate activity through joint ventures and private equity real estate funds.
We currently own properties through joint ventures and private equity real estate funds with other persons and entities and may in the future acquire or own properties through joint ventures and funds when we believe circumstances warrant the use of such structures. Joint venture and fund investments involve risk, including: the possibility that our partners might refuse to make capital
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contributions when due and therefore we may be forced to make contributions to maintain the value of the property; that we may be responsible to our partners for indemnifiable losses; that our partners might at any time have business or economic goals that are inconsistent with ours; that third parties may be hesitant or refuse to transact with the joint venture or fund due to the identity of our partners; and that our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests. We and our respective joint venture partners may each have the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, or acquire our partner’s interest, or to sell the underlying asset, at a time when we otherwise would not have initiated such a transaction, without our consent or on unfavorable terms. In some instances, joint venture and fund partners may have competing interests in our markets that could create conflicts of interest. These conflicts may include compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures or funds do not operate in compliance with REIT requirements. To the extent our partners do not meet their obligations to us or our joint ventures or funds, or they take action inconsistent with the interests of the joint venture or fund, we may be adversely affected.
We are exposed to risks related to our properties that are subject to ground leases arrangements which could adversely affect our results of operations.
We are the lessee under long-term ground lease arrangements at certain of our properties.Unless we purchase a fee interest in the underlying land or extend the terms of these leases prior to expiration, we will no longer operate these properties upon expiration of the leases, which could adversely affect our financial condition and results of operations. Furthermore, rent payments under such leasehold interests are periodically adjusted pursuant to the relevant contractual arrangements and may result in significantly higher rents that could adversely affect our financial condition and results of operation. Additionally, due to the greater risk in a loan secured by a leasehold interest than a loan secured by a fee interest, we face risks related to the availability and pricing of financing on favorable terms or at all for such ground leasehold interests.
RISKS RELATED TO OUR ORGANIZATIONALINDEBTEDNESS AND FINANCIAL STRUCTURE GIVES RISEACCESS TO OPERATIONAL AND FINANCIAL RISKS.CAPITAL
Capital markets and economic conditions can materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities.
There are many factors that can affect the value of our debt and equity securities, including the state of the capital markets and the economy. Demand for office and retail space typically declines nationwide due to an economic downturn, bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely affect the state of the capital markets. The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our securities.
We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on acceptable terms.
We rely on both secured and unsecured, variable rate and non-variable rate debt to finance acquisitions and development activities and for working capital. If we are unable to obtain debt financing or refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected. In addition, the current rising interest rate environment has increased the interest payable on our variable rate debt that is not subject to interest rate swap and cap arrangements, reducing our operating cash flows. While certain of our debt is fixed by interest rate swap arrangements, the arrangements typically expire earlier than the mortgage loan maturity, resulting in future exposure to rising interest rates, which could further reduce our available cash. If the cost or amount of our indebtedness continues to increase or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of credit rating downgrades and default on our obligations that could adversely affect our financial condition and results of operations.
We may not be able to obtain capital to make investments.
We depend primarily on external financing to fund the growth of our business. This is because one of the requirements of the Internal Revenue Code of 1986, as amended, for a REIT is that it distributes 90% of its taxable income, excluding net capital gains, to its shareholders. This, in turn, requires the Operating Partnership to make distributions to its unitholders. There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. Although we believe that we will be able to finance any investments we may wish to make in the foreseeable future, there can be no assurance that new financing will be available or available on acceptable terms. For information about our available sources of funds, see “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and the notes to the consolidated financial statements in this Annual Report on Form 10-K.
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We depend on dividends and distributions from our direct and indirect subsidiaries. The creditors and preferred equity holders of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or distributions to us.
Substantially all of Vornado’s assets are held through its Operating Partnership that holds substantially all of its properties and assets through subsidiaries. The Operating Partnership’s cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of Vornado’s cash flow is dependent on cash distributions to it by the Operating Partnership. The creditors of each of Vornado’s direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders. Thus, the Operating Partnership’s ability to make distributions to its equity holders depends on its subsidiaries’ ability first to satisfy their obligations to their creditors and then to make distributions to the Operating Partnership. Likewise,Consequently, Vornado’s ability to pay dividends to its holders of common and preferred shares depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to make distributions to Vornado.
Furthermore, the holders of preferred units of the Operating Partnership are entitled to receive preferred distributions before payment of distributions to the Operating Partnership’s equity holders, including Vornado. Thus, Vornado’s ability to pay cash dividends to its equity holders and satisfy its debt obligations depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to its equity holders, including Vornado. As of December 31, 2019,2022, there were foursix series of preferred units of the Operating Partnership not held by Vornado with a total liquidation value of$55,075,000. $52,918,000.
In addition, Vornado’s participation in any distribution of the assets of any of its direct or indirect subsidiaries upon the liquidation, reorganization or insolvency is only after the claims of the creditors, including trade creditors and preferred equity holders, are satisfied.
We have a substantial amount of indebtedness that could affect our future operations.
As of December 31, 2019,2022, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and deferred financing costs, net, totaled $7.4$8.5 billion. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet our required debt service. Our debt service costs generally will not be reduced if developments in the market or at our properties, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from our properties. Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.

The hedge instruments we may use to manage our exposure to interest rate volatility involve risks.

We have outstandingThe interest rate hedge instruments we may use to manage some of our exposure to interest rate volatility involve risks, including the risk that counterparties may fail to perform under these arrangements. If interest rates were to fall, these arrangements may cause us to pay higher interest on our debt andobligations than would otherwise be the amountcase. In addition, the use of debt and its costsuch instruments may increase and refinancinggenerate income that may not be available on acceptable terms.
We rely on both secured and unsecured, variable rate and non-variable rate debt to finance acquisitions and development activities andtreated as qualifying REIT income for working capital.purposes of the 75% gross income test or 95% gross income test. Furthermore, there can be no assurance that our hedging arrangements will qualify as “highly effective” cash flow hedges under applicable accounting standards. If we are unable to obtain debt financing or refinance existing indebtedness upon maturity, our financial condition andhedges do not qualify as “highly effective,” the changes in the fair value of these instruments would be reflected in our results of operations would likely be adversely affected. In addition, the cost of our existing debt may increase, especially in the case of a rising interest rate environment, and we may not be able to refinance our existing debt in sufficient amounts or on acceptable terms. If the cost or amount of our indebtedness increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of credit ratings downgrades and default on our obligations that could adversely affectimpact our financial condition and results of operations.earnings.
Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities.
The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the applicable lender, to further mortgage the applicable property or to discontinue insurance coverage. Our unsecured indebtedness and debt that we may obtain in the future may contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants that limit our ability to incur debt based upon the levellevels of our ratio ofcertain ratios including total debt to total assets, our ratio of secured debt to total assets, our ratio of EBITDA to interest expense, and fixed charges, and that require us to maintain a certain ratio of unencumbered assets to unsecured debt. Our ability to borrow is subject to compliance with these and other covenants. In addition, failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from such other sources or give possession of a secured property to the lender. Under those circumstances, other sources of capital may not be available to us or may be available only on unattractive terms.
In addition, our debt instruments 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 result in acceleration of repayment of such debt instruments and adversely affect our ability to finance or refinance our properties and expand our portfolio.
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A downgrade in our credit ratings could materially and adversely affect our business and financial condition.
Our credit rating and the credit ratings assigned to our debt securities and our preferred shares could change based upon, among other things, our results of operations and financial condition. Currently, our senior debt is rated BBB- by Fitch, Baa3 by Moody’s and BBB- by S&P. These ratings are subject to ongoing evaluation by credit rating agencies, and any rating could be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant such action. Moreover, these credit ratings are not recommendations to buy, sell or hold our common shares or any other securities. If any of the credit rating agencies that have rated our securities downgrades or lowers its credit rating, particularly to non-investment grade status, or if any credit rating agency indicates that it has placed any such rating on a “watch list” for a possible downgrading or lowering, or otherwise indicates that its outlook for that rating is negative, such action could have a material adverse effect on our costs and availability of funding, whichfunding. For instance, if we fail to maintain the investment grade credit ratings assigned to our senior debt, the interest rates payable on outstanding debt under our unsecured term loan and revolving credit facilities would increase and we may be required to post additional collateral under certain of our existing loan agreements. Furthermore, any future lowering of our credit ratings or outlook would likely make it more difficult and/or more expensive for us to obtain additional debt financing. Our failure to maintain or improve our credit ratings could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the trading/redemption price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.
Vornado may fail to qualify or remain qualified as a REIT andWe may be requiredadversely affected by the discontinuation of London Interbank Offered Rate ("LIBOR").
On March 5, 2021, the United Kingdom Financial Conduct Authority ("FCA") announced that USD LIBOR will no longer be published after June 30, 2023. The Secured Overnight Financing Rate ("SOFR") has been identified by market participants as the preferred alternative to pay federal income taxes at corporate rates.USD LIBOR in derivatives and other financial contracts. Our new floating rate loans entered into after December 31, 2021 no longer reference to LIBOR and instead reference to SOFR or another floating rate.
AlthoughAs of December 31, 2022, we believehad consolidated variable rate debt indexed to LIBOR of $2.2 billion, with $840,000,000 subject to floating-to-fixed interest rate swap arrangements and $950,000,000 subject to interest rate cap arrangements. As of December 31, 2022, our share of the variable rate debt indexed to LIBOR of our unconsolidated subsidiaries was $1.2 billion, with $301,000,000 subject to floating-to-fixed interest rate swap arrangements and $710,000,000 subject to interest rate cap arrangements. The transition of our LIBOR-based obligations to SOFR could affect all-in interest rates on our debt and interest rate swap and cap arrangements and could result in interest payable that Vornado will remain organizeddoes not correlate over time with the interest that would be payable if LIBOR was available in its current form.
Certain of our LIBOR-based obligations provide for alternative methods of calculating the interest rate payable (including transition to an alternative benchmark rate) if LIBOR is not reported, and will continuewe have entered into amendments to operate socertain of our financing agreements to provide for alternative benchmark rates upon the discontinuation of LIBOR. However, certain of our LIBOR-based contracts that may be in effect upon the discontinuation of LIBOR may not contain fallback language in the event LIBOR is unavailable or permanently discontinued, and uncertainty as to qualify as a REIT for federal income tax purposes, Vornado may fail to remain so qualified. Qualifications are governed by highly technicalthe extent and complex provisionsmanner of the Internal Revenue Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT. If, with respect to any taxable year, Vornado fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, Vornado could not deduct distributions to shareholders in computing our taxable income and would have to pay federal income tax on its taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If Vornado had to pay federal income tax, the amount of money available to distribute to equity holders and pay its indebtedness would be reduced for the year or years involved, and Vornado would not be required to make distributions to shareholders in that taxable year and in future years until it was able to qualify as a REIT and did so. In addition, Vornado would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless Vornado were entitled to relief under the relevant statutory provisions.
We may face possible adverse federal tax audits and changes in federal tax laws, which may result in an increaseinterest rates and/or payments that differ over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form.
The occurrence of cyber incidents, or a deficiency in our tax liability.cyber security, as well as other disruptions of our IT networks and related systems, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.
InWe face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the normal courseInternet, malware, ransomware, computer viruses, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of business, certain entitiesour IT networks and related systems. The risk of a security breach or disruption, particularly through which we own real estate eithercyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have undergone or may undergo tax audits.increased. Although we believehave not experienced cyber incidents that are individually, or in the aggregate, material, we have experienced cyber attacks in the past, which have thus far been mitigated by preventative, detective, and responsive measures that we have substantial argumentsput in favorplace. Our IT networks and related systems are essential to the operation of our positions,business and our ability to perform day-to-day operations (including managing our building systems) and, in some instancescases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there is no controlling precedent or interpretive guidance. There can be no assurance that auditsour security efforts and measures will not occur with increased frequencybe effective or that attempted security breaches or disruptions would not be successful or damaging. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering. Even the ultimatemost well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected
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and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, such audits will notproprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; may require payments to the attackers; subject us to litigation claims for breach of contract, damages, credits, fines, penalties, governmental investigations and enforcement actions or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Any or all of the foregoing could have a material adverse effect on our results of operations.operations, financial condition and cash flows.
At any time, the U.S. federal income tax laws governing REITsA cyber attack or the administrative interpretations of those laws may be amended, includingsystems failure could interfere with respectour ability to our hotel ownership structure. We cannot predict if or when any new U.S. federal income tax law, regulation, or administrative interpretation, or any amendment to any existing U.S. federal income tax law, Treasury regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. Vornado, its taxable REIT subsidiaries, and our securityholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, Treasury regulation or administrative interpretation.


We may face possible adverse state and local tax audits and changes in state and local tax law.
Because Vornado is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but we are subject to certain state and local taxes. In the normal course of business, certain entities throughcomply with financial reporting requirements, which we own real estate either have undergone, or are currently undergoing, tax audits. Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. There can be no assurance that audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.
From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect us. A cyber attack could also compromise the confidential information of our employees, tenants, customers and vendors. A successful attack could disrupt and materially affect our business operations, including damaging relationships with tenants, customers and vendors. Any compromise of our information security systems could also result in a violation of applicable privacy and other laws, significant legal and financial condition and results of operations and the amount of cash available for the payment of dividends and distributionsexposure, damage to our reputation, loss or misuse of the information (which may be confidential, proprietary and/or commercially sensitive in nature) and a loss of confidence in our security holders.
Loss of our key personnelmeasures, which could harm our operations and adversely affect the value of our common shares and Operating Partnership Class A units.business.
We are dependent on the efforts of Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. While we believe that we could find a replacement for him and other key personnel, the loss of their services could harm our operations and adversely affect the value of our securities.
VORNADO’S CHARTER DOCUMENTSRISKS RELATED TO OUR ORGANIZATION AND APPLICABLE LAW MAY HINDER ANY ATTEMPT TO ACQUIRE US.STRUCTURE
Vornado’s Amended and Restated Declaration of Trust (the “declaration of trust”) sets limits on the ownership of its shares.
Generally, for Vornado to maintain its qualification as a REIT under the Internal Revenue Code, not more than 50% in value of the outstanding shares of beneficial interest of Vornado may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of Vornado’s taxable year. The Internal Revenue Code defines “individuals” for purposes of the requirement described in the preceding sentence to include some types of entities. Under Vornado’s declaration of trust, as amended, no person may own more than 6.7% of the outstanding common shares of any class, or 9.9% of the outstanding preferred shares of any class, with some exceptions for persons who held common shares in excess of the 6.7% limit before Vornado adopted the limit and other persons approved by Vornado’s Board of Trustees. In addition, our declaration of trust includes restrictions on ownership of our common shares and preferred shares to preserve our status as a "domestically controlled qualified investment entity" within the meaning of Section 897 (h)(4)(B) of the Internal Revenue Code of 1986, as amended. These restrictions on transferability and ownership may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of equity holders.
The Maryland General Corporation Law (the “MGCL”) contains provisions that may reduce the likelihood of certain takeover transactions.
The MGCL imposes conditions and restrictions on certain “business combinations” (including, among other transactions, a merger, consolidation, share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities) between a Maryland REIT and certain persons who beneficially own at least 10% of the corporation’s stock (an “interested shareholder”). Unless approved in advance by the board of trustees of the trust, or otherwise exempted by the statute, such a business combination is prohibited for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. After such five-year period, a business combination with an interested shareholder must be: (a) recommended by the board of trustees of the trust, and (b) approved by the affirmative vote of at least (i) 80% of the trust’s outstanding shares entitled to vote and (ii) two-thirds of the trust’s outstanding shares entitled to vote which are not held by the interested shareholder with whom the business combination is to be effected, unless, among other things, the trust’s common shareholders receive a “fair price” (as defined by the statute) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for his or her shares.
In approving a transaction, Vornado’s Board of Trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board of Trustees. Vornado’s Board of Trustees has adopted a resolution exempting any business combination between Vornado and any trustee or officer of Vornado or its affiliates. As a result, any trustee or officer of Vornado or its affiliates may be able to enter into business combinations with Vornado that may not be in the best interest of our equity holders. With respect to business combinations with other persons, the business combination provisions of the MGCL may have the effect of delaying, deferring or preventing a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders. The business combination statute may discourage others from trying to acquire control of Vornado and increase the difficulty of consummating any offer.
Title 3, Subtitle 8 of the MGCL permits our Board of Trustees, without shareholder approval and regardless of what is currently provided in our declaration of trust or bylaws, to implement certain takeover defenses, including adopting a classified board or
20

increasing the vote required to remove a trustee. Such takeover defenses may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our common shareholders with the opportunity to realize a premium over the then current market price.


Vornado may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.
Vornado’s declaration of trust authorizes the Board of Trustees to:
•cause Vornado to issue additional authorized but unissued common shares or preferred shares;
•classify or reclassify, in one or more series, any unissued preferred shares;
•set the preferences, rights and other terms of any classified or reclassified shares that Vornado issues; and
•increase, without shareholder approval, the number of shares of beneficial interest that Vornado may issue.
Vornado’s Board of Trustees could establish a series of preferred shares whose terms could delay, deter or prevent a change in control of Vornado, and therefore of the Operating Partnership, or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders, although Vornado’s Board of Trustees does not now intend to establish a series of preferred shares of this kind. Vornado’s declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders.
We may change our policies without obtaining the approval of our equity holders.
Our operating and financial policies, including our policies with respect to acquisitions of real estate or other companies, growth, operations, indebtedness, capitalization, dividends and distributions, are exclusively determined by Vornado’s Board of Trustees. Accordingly, our equity holders do not control these policies.
OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY GIVE RISE TO CONFLICTS OF INTEREST.
Steven Roth and Interstate Properties may exercise substantial influence over us. They and some of Vornado’s other trustees and officers have interests or positions in other entities that may compete with us.
As of December 31, 2019,2022, Interstate Properties, a New Jersey general partnership, and its partners beneficially owned an aggregate of approximately 7.1%7.0% of the common shares of beneficial interest of Vornado and 26.1%26.0% of the common stock of Alexander’s, which is described below. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the three partners of Interstate Properties. Mr. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. WightMandelbaum and MandelbaumWight are Trustees of Vornado and Directors of Alexander’s.
Because of these overlapping interests, Mr. Roth and Interstate Properties and its partners may have substantial influence over Vornado, and therefore over the Operating Partnership. In addition, certain decisions concerning our operations or financial structure may present conflicts of interest among Messrs. Roth, Mandelbaum and Wight and Interstate Properties and our other equity holders. In addition, Mr. Roth, Interstate Properties and its partners, and Alexander’s currently and may in the future engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us, such as which of these entities or persons, if any, may take advantage of potential business opportunities, the business focus of these entities, the types of properties and geographic locations in which these entities make investments, potential competition between business activities conducted, or sought to be conducted, competition for properties and tenants, possible corporate transactions such as acquisitions and other strategic decisions affecting the future of these entities.
We manage and lease the real estate assets of Interstate Properties underpursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. See Note 2322 – Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for additional information.
There may be conflicts of interest between Alexander’s and us.
As of December 31, 2019,2022, we owned 32.4% of the outstanding common stock of Alexander’s. Alexander’s is a REIT that has sevensix properties, which are located in the greater New York metropolitan area. In addition to the 2.3% that they indirectly own through Vornado, Interstate Properties, which is described above, and its partners owned 26.1%26.0% of the outstanding common stock of Alexander’s as of December 31, 2019.2022. Mr. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. WightMandelbaum and MandelbaumWight are Trustees of Vornado and Directors of Alexander’s and general partners of Interstate Properties. Dr. Richard WestMs. Mandakini Puri is a Trustee of Vornado and a Director of Alexander’s. In addition, Joseph Macnow, our Executive Vice President – Chief Financial Officer and Chief Administrative Officer, is the Treasurer of Alexander’s and Matthew Iocco, our Executive Vice President – Chief Accounting Officer, is the Chief Financial Officer of Alexander’s.
We manage, develop and lease Alexander’s properties under management, development and leasing agreements under which we receive annual fees from Alexander’s. These agreements are described in Note 6 -5 – Investments in Partially Owned Entitiesto our consolidated financial statements in this Annual Report on Form 10-K.

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THE NUMBER OFRISKS RELATED TO OUR COMMON SHARES OF VORNADO REALTY TRUST AND THE MARKET FOR THOSE SHARES GIVE RISE TO VARIOUS RISKS.OPERATING PARTNERSHIP CLASS A UNITS
The trading price of Vornado’s common shares has been volatile and may continue to fluctuate. 
The trading price of Vornado’s common shares has been volatile and may continue to fluctuate widely as a result of several factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of Vornado’s common shares and the redemption price of the Operating Partnership’s Class A units. Among thoseIn particular, the market price of our common shares has been further adversely impacted since March 2020 due to the COVID-19 pandemic and its lasting impacts. These factors are:include:
•our financial condition and performance;
•the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;
•actual or anticipated quarterly fluctuations in our operating results and financial condition;
•our dividend policy;
•the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;
•uncertainty and volatility in the equity and credit markets;
•fluctuations, in particular, increases, in interest rates;
•changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
•failure to meet analysts’ revenue or earnings estimates;
•speculation in the press or investment community;
•strategic actions by us or our competitors, such as acquisitions or restructurings;
•the extent of institutional investor interest in us;
•the extent of short-selling of Vornado common shares and the shares of our competitors;
•fluctuations in the stock price and operating results of our competitors;
•general financial and economic market conditions and, in particular, developments related to market conditions for office REITs and other real estate related companies;companies and the New York City real estate market;
•inflation;
•domestic and international economic factors unrelated to our performance;performance (including the macro-economic impact of the conflict between Russia and Ukraine);
•fiscal policies or inaction at the U.S. federal government level that may lead to federal government shutdowns or negative impacts on the U.S. economy;
•changes in tax laws and rules; and
•all other risk factors addressed elsewhere in this Annual Report on Form 10-K.
A significant decline in Vornado’s stock price could result in substantial losses for our equity holders.
Vornado has many shares available for future sale, which could hurt the market price of its shares and the redemption price of the Operating Partnership’s units.
The interests of equity holders could be diluted if we issue additional equity securities. As of December 31, 2019,2022, Vornado had authorized but unissued 59,014,32358,133,120 common shares of beneficial interest, $.04$0.04 par value, and 70,384,36058,387,098 preferred shares of beneficial interest, no par value; of which 21,960,44122,123,781 common shares are reserved for issuance upon redemption of Class A Operating Partnership units, convertible securities and employee stock options and 11,200,000 preferred shares are reserved for issuance upon redemption of preferred Operating Partnership units. Any shares not reserved may be issued from time to time in public or private offerings or in connection with acquisitions. In addition, common and preferred shares reserved may be sold upon issuance in the public market after registration under the Securities Act or under Rule 144 under the Securities Act or other available exemptions from registration. We cannot predict the effect that future sales of Vornado’s common and preferred shares or Operating Partnership Class A and preferred units will have on the market prices of our securities.
 In addition, under Maryland law, Vornado’s Board of Trustees has the authority to increase the number of authorized shares without shareholder approval.
Loss of our key personnel could harm our operations and adversely affect the value of our common shares and Operating Partnership Class A units.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are dependent on the efforts of Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. While we believe that we could find a replacement for him and other key personnel, the loss of their services could harm our operations and adversely affect the value of our securities.
22

RISKS RELATED TO REGULATORY COMPLIANCE
Vornado may fail to qualify or remain qualified as a REIT and may be required to pay federal income taxes at corporate rates, which could adversely impact the value of our common shares.
Although we believe that Vornado will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, Vornado may fail to remain so qualified. Qualifications are governed by highly technical and complex provisions of the Internal Revenue Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT. If, with respect to any taxable year, Vornado fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, Vornado could not deduct distributions to shareholders in computing our taxable income and would have to pay federal income tax on its taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If Vornado had to pay federal income tax, the amount of money available to distribute to equity holders and pay its indebtedness would be reduced for the year or years involved, and Vornado would not be required to make distributions to shareholders in that taxable year and in future years until it was able to qualify as a REIT and did so. In addition, Vornado would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless Vornado were entitled to relief under the relevant statutory provisions. Our failure to qualify as a REIT could impact our ability to expand our business and raise capital and adversely affect the value of our common shares.
We may face possible adverse federal tax audits and changes in federal tax laws, which may result in an increase in our tax liability.
In the normal course of business, certain entities through which we own real estate either have undergone or may undergo tax audits. Although we believe that we have substantial arguments in favor of our positions, in some instances there is no controlling precedent or interpretive guidance. There can be no assurance that audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.
At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict if or when any new U.S. federal income tax law, regulation, or administrative interpretation, or any amendment to any existing U.S. federal income tax law, Treasury regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. Vornado, its taxable REIT subsidiaries, and our security holders could be adversely affected by any such change in, or any new, U.S. federal income tax law, Treasury regulation or administrative interpretation.
We may face possible adverse state and local tax audits and changes in state and local tax law.
Because Vornado is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but we are subject to certain state and local taxes. In the normal course of business, certain entities through which we own real estate either have undergone, or are currently undergoing, tax audits. Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. There can be no assurance that audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.
From time to time changes in state and local tax laws or regulations are enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes including changes in laws, regulations and administration of property and transfer taxes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for the payment of dividends and distributions to our security holders.
Compliance or failure to comply with the Americans with Disabilities Act ("ADA") or other safety regulations and requirements could result in substantial costs.
ADA generally requires that public buildings, including our properties, meet certain Federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the Federal government or the award of damages to private litigants and/or legal fees to their counsel. From time to time persons have asserted claims against us with respect to some of our properties under the ADA, but to date such claims have not resulted in any material expense or liability. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to equity holders.
Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.
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We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may also impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.
 Each of our properties has been subject to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.
ITEM 1B.     UNRESOLVED STAFF COMMENTS
There are no unresolved comments from the staff of the Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.
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ITEM 2.     PROPERTIES

PROPERTY LISTING
We operate in two reportable segments: New York and Other. The following pages provide details of our real estate properties as of December 31, 2019.2022.
      
  
Square Feet    Square Feet
NEW YORK SEGMENT
Property
 %
Ownership		 Type %
Occupancy
  
In Service 
Under
Development
or Not
Available
for Lease
 
Total
Property
NEW YORK SEGMENT
Property
%
Ownership		Type%
Occupancy		 In ServiceUnder
Development
or Not
Available
for Lease		Total
Property
PENN1 (ground leased through 2098)(1)
 100.0% Office / Retail 90.4%
  
2,206,000
 339,000
 2,545,000
PENN 1 (ground leased through 2098)(1)
PENN 1 (ground leased through 2098)(1)
100.0 %Office / Retail81.3 % 2,307,000 239,000 2,546,000 
1290 Avenue of the Americas 70.0% Office / Retail 98.5%
  
2,117,000
 —
 2,117,000
1290 Avenue of the Americas70.0 %Office / Retail99.2 % 2,120,000 — 2,120,000 
PENN2 100.0% Office / Retail 100.0%
  
1,232,000
 383,000
 1,615,000
PENN 2PENN 2100.0 %Office / Retail100.0 % 414,000 1,206,000 1,620,000 
909 Third Avenue (ground leased through 2063)(1)
 100.0% Office 98.6%
  
1,352,000
 —
 1,352,000
909 Third Avenue (ground leased through 2063)(1)
100.0 %Office93.1 % 1,350,000 — 1,350,000 
280 Park Avenue(2)
280 Park Avenue(2)
50.0 %Office / Retail98.6 % 1,264,000 — 1,264,000 
Independence Plaza, Tribeca (1,327 units)(2)
 50.1% Retail / Residential 100.0%
(3) 
1,241,000
 16,000
 1,257,000
Independence Plaza, Tribeca (1,327 units)(2)
50.1 %Retail / Residential55.0 %(3)1,258,000 — 1,258,000 
280 Park Avenue(2)
 50.0% Office / Retail 97.4%
  
1,262,000
 —
 1,262,000
770 Broadway 100.0% Office / Retail 99.3%
  
1,182,000
 —
 1,182,000
770 Broadway100.0 %Office / Retail99.3 % 1,183,000 — 1,183,000 
PENN11 100.0% Office / Retail 99.8%
  
1,153,000
 —
 1,153,000
PENN 11PENN 11100.0 %Office / Retail99.3 % 1,153,000 — 1,153,000 
100 West 33rd Street100 West 33rd Street100.0 %Office / Retail75.1 % 1,114,000 — 1,114,000 
90 Park Avenue 100.0% Office / Retail 98.8%
  
956,000
 —
 956,000
90 Park Avenue100.0 %Office / Retail98.7 % 956,000 — 956,000 
One Park Avenue(2)
 55.0% Office / Retail 100.0%
  
943,000
 —
 943,000
100.0 %Office / Retail95.0 % 945,000 — 945,000 
888 Seventh Avenue (ground leased through 2067)(1)
 100.0% Office / Retail 92.7%
  
885,000
 —
 885,000
888 Seventh Avenue (ground leased through 2067)(1)
100.0 %Office / Retail89.2 % 887,000 — 887,000 
100 West 33rd Street 100.0% Office 100.0%
  
859,000
 —
 859,000
Farley Office and Retail Building
(ground and building leased through 2116)(1)
 95.0% Office / Retail (4) —
 844,000
 844,000
The Farley Building
(ground and building leased through 2116)(1)
The Farley Building
(ground and building leased through 2116)(1)
95.0 %Office / Retail89.8 %846,000 — 846,000 
330 West 34th Street (65.2% ground leased through 2149)(1)
 100.0% Office / Retail 98.6%
  
724,000
 —
 724,000
330 West 34th Street (65.2% ground leased through 2149)(1)
100.0 %Office / Retail75.7 % 724,000 — 724,000 
85 Tenth Avenue(2)
 49.9% Office / Retail 100.0%
  
627,000
 —
 627,000
85 Tenth Avenue(2)
49.9 %Office / Retail89.6 % 638,000 — 638,000 
650 Madison Avenue(2)
 20.1% Office / Retail 98.0%
  
601,000
 —
 601,000
650 Madison Avenue(2)
20.1 %Office / Retail86.1 % 601,000 — 601,000 
350 Park Avenue 100.0% Office / Retail 97.8%
  
571,000
 —
 571,000
350 Park Avenue100.0 %Office / Retail79.0 % 585,000 — 585,000 
150 East 58th Street(5)
 100.0% Office / Retail 98.5%
  
543,000
 —
 543,000
150 East 58th Street(4)
150 East 58th Street(4)
100.0 %Office / Retail88.1 % 544,000 — 544,000 
7 West 34th Street(2)
 53.0% Office / Retail 100.0%
  
477,000
 —
 477,000
7 West 34th Street(2)
53.0 %Office / Retail100.0 % 477,000 — 477,000 
33-00 Northern Boulevard (Center Building) 100.0% Office 95.5%
  
471,000
 —
 471,000
595 Madison Avenue 100.0% Office / Retail 89.8%
  
329,000
 —
 329,000
595 Madison Avenue100.0 %Office / Retail81.5 % 331,000 — 331,000 
640 Fifth Avenue(2)
 52.0% Office / Retail 96.2%
  
315,000
 —
 315,000
640 Fifth Avenue(2)
52.0 %Office / Retail92.9 % 315,000 — 315,000 
50-70 W 93rd Street (325 units)(2)
 49.9% Residential 96.6%
  
283,000
 —
 283,000
Manhattan Mall 100.0% Retail 99.0%
  
256,000
 —
 256,000
40 Fulton Street 100.0% Office / Retail 79.9%
  
251,000
 —
 251,000
50-70 West 93rd Street (324 units)(2)
50-70 West 93rd Street (324 units)(2)
49.9 %Residential97.4 %283,000 — 283,000 
260 Eleventh Avenue (ground leased through 2114)(1)
260 Eleventh Avenue (ground leased through 2114)(1)
100.0 %Office95.5 %209,000 — 209,000 
4 Union Square South 100.0% Retail 91.3%
  
206,000
 —
 206,000
4 Union Square South100.0 %Retail100.0 % 204,000 — 204,000 
260 Eleventh Avenue (ground leased through 2114)(1)
 100.0% Office 100.0%
  
184,000
 —
 184,000
512 W 22nd Street(2)
 55.0% Office 100.0%
  
20,000
 153,000
 173,000
61 Ninth Avenue (2 buildings) (ground leased through 2115)(1)(2)
61 Ninth Avenue (2 buildings) (ground leased through 2115)(1)(2)
45.1 %Office / Retail100.0 % 194,000 — 194,000 
512 West 22nd Street(2)
512 West 22nd Street(2)
55.0 %Office / Retail82.6 % 173,000 — 173,000 
825 Seventh Avenue 51.2% 
Office (2) / Retail
 (4) —
 169,000
 169,000
825 Seventh Avenue51.2 %
Office(2) / Retail
78.9 %173,000 — 173,000 
61 Ninth Avenue (ground leased through 2115)(1)(2)
 45.1% Office / Retail 100.0%
  
166,000
 —
 166,000
1540 Broadway(2)
 52.0% Retail 100.0%
  
161,000
 —
 161,000
1540 Broadway(2)
52.0 %Retail79.9 % 161,000 — 161,000 
608 Fifth Avenue (ground leased through 2033)(1)(6)
 100.0% Office / Retail 92.4%
  
93,000
 44,000
 137,000
Paramus 100.0% Office 87.2%
  
129,000
 —
 129,000
Paramus100.0 %Office84.6 % 129,000 — 129,000 
666 Fifth Avenue (2)(7)
 52.0% Retail 100.0%
  
114,000
 —
 114,000
666 Fifth Avenue (2)(5)
666 Fifth Avenue (2)(5)
52.0 %Retail100.0 % 114,000 — 114,000 
1535 Broadway(2)
 52.0% Retail / Theatre 98.2%
  
107,000
 —
 107,000
1535 Broadway(2)
52.0 %Retail / Theatre100.0 % 107,000 — 107,000 
57th Street (2 buildings)(2)
 50.0% Office / Retail 70.0%
  
103,000
 —
 103,000
57th Street (2 buildings)(2)
50.0 %Office / Retail78.3 % 103,000 — 103,000 
689 Fifth Avenue(2)
 52.0% Office / Retail 85.3%
  
98,000
 —
 98,000
689 Fifth Avenue(2)
52.0 %Office / Retail93.9 % 98,000 — 98,000 
478-486 Broadway (2 buildings) (10 units) 100.0% Retail / Residential 100.0%
(3) 
35,000
 50,000
 85,000
150 West 34th Street 100.0% Retail 100.0%
  
78,000
 —
 78,000
150 West 34th Street100.0 %Retail100.0 % 78,000 — 78,000 
510 Fifth Avenue 100.0% Retail 100.0%
  
66,000
 —
 66,000
510 Fifth Avenue100.0 %Retail25.2 % 65,000 — 65,000 
655 Fifth Avenue(2)
 50.0% Retail 100.0%
  
57,000
 —
 57,000
655 Fifth Avenue(2)
50.0 %Retail100.0 % 57,000 — 57,000 
155 Spring Street 100.0% Retail 97.3%
  
50,000
 —
 50,000
435 Seventh Avenue 100.0% Retail 100.0%
  
43,000
 —
 43,000
435 Seventh Avenue100.0 %Retail100.0 % 43,000 — 43,000 
692 Broadway692 Broadway100.0 %Retail64.4 %36,000 — 36,000 
606 Broadway606 Broadway50.0 %Office / Retail100.0 %36,000 — 36,000 
697-703 Fifth Avenue(2)
697-703 Fifth Avenue(2)
44.8 %Retail100.0 %26,000 — 26,000 
1131 Third Avenue1131 Third Avenue100.0 %Retail100.0 %23,000 — 23,000 
131-135 West 33rd Street131-135 West 33rd Street100.0 %Retail100.0 %23,000 — 23,000 

See notes on page 24.27.
25


ITEM 2.     PROPERTIESPROPERTY LISTING – CONTINUED

   Square Feet
NEW YORK SEGMENT – CONTINUED
Property
NEW YORK SEGMENT – CONTINUED
Property
%
Ownership		Type%
Occupancy		In ServiceUnder
Development
or Not
Available
for Lease		Total
Property
       Square Feet
NEW YORK SEGMENT – CONTINUED
Property
 %
Ownership		 Type %
Occupancy		 In Service Under
Development
or Not
Available
for Lease		 Total
Property
692 Broadway 100.0% Retail
 100.0%
  
36,000
 —
 36,000
606 Broadway 50.0% Office / Retail
 100.0%
  
36,000
 —
 36,000
697-703 Fifth Avenue(2)
 44.8% Retail
 100.0%
  
26,000
 —
 26,000
715 Lexington Avenue 100.0% Retail
 100.0%
  
16,000
 6,000
 22,000
715 Lexington Avenue100.0 %Retail100.0 % 22,000 — 22,000 
1131 Third Avenue 100.0% Retail
 100.0% 23,000
 —
 23,000
759-771 Madison Avenue (40 East 66th Street (5 units)) 100.0% Retail / Residential
 66.7%
(3) 
26,000
 —
 26,000
131-135 West 33rd Street 100.0% Retail
 100.0%
  
23,000
 —
 23,000
828-850 Madison Avenue 100.0% Retail
 42.4%
  
14,000
 4,000
 18,000
537 West 26th Street537 West 26th Street100.0 %Retail100.0 %17,000 — 17,000 
443 Broadway 100.0% Retail
 100.0%
  
16,000
 —
 16,000
443 Broadway100.0 %Retail100.0 % 16,000 — 16,000 
334 Canal Street (4 units) 100.0% Retail / Residential
 —%
(3) 
15,000
 —
 15,000
334 Canal Street (4 units)100.0 %Retail / Residential— %(3)14,000 — 14,000 
537 West 26th Street 100.0% Retail
 —% 14,000
 —
 14,000
304 Canal Street (4 units) 100.0% Retail / Residential
 —%
(3) 
13,000
 —
 13,000
304 Canal Street (4 units)100.0 %Retail / Residential100.0 %(3)13,000 — 13,000 
677-679 Madison Avenue (8 units) 100.0% Retail / Residential
 100.0%
(3) 
13,000
 —
 13,000
759-771 Madison Avenue (40 East 66th Street) (4 units)759-771 Madison Avenue (40 East 66th Street) (4 units)100.0 %Residential100.0 %10,000 — 10,000 
431 Seventh Avenue 100.0% Retail
 100.0%
  
10,000
 —
 10,000
431 Seventh Avenue100.0 %Retail100.0 % 9,000 — 9,000 
138-142 West 32nd Street 100.0% Retail
 100.0%
  
8,000
 —
 8,000
138-142 West 32nd Street100.0 %Retail100.0 % 8,000 — 8,000 
148 Spring Street 100.0% Retail
 100.0%
  
8,000
 —
 8,000
148 Spring Street100.0 %Retail42.4 % 8,000 — 8,000 
339 Greenwich Street 100.0% Retail
 100.0% 8,000
 —
 8,000
339 Greenwich Street100.0 %Retail100.0 %8,000 — 8,000 
150 Spring Street (1 unit) 100.0% Retail / Residential
 100.0%
(3) 
7,000
 —
 7,000
150 Spring Street (1 unit)100.0 %Retail / Residential74.2 %(3)7,000 — 7,000 
966 Third Avenue 100.0% Retail
 100.0%
  
7,000
 —
 7,000
966 Third Avenue100.0 %Retail100.0 % 7,000 — 7,000 
968 Third Avenue(2)
 50.0% Retail
 100.0%
  
7,000
 —
 7,000
968 Third Avenue(2)
50.0 %Retail100.0 % 7,000 — 7,000 
488 Eighth Avenue 100.0% Retail
 100.0%
  
6,000
 —
 6,000
137 West 33rd Street 100.0% Retail
 100.0%
  
3,000
 —
 3,000
137 West 33rd Street100.0 %Retail100.0 % 3,000 — 3,000 
57th Street (3 properties)(2)
 50.0% Land
 (4) —
 —
 —
Eighth Avenue and 34th Street (4 properties) 100.0% Land
 (4) —
 —
 —
57th Street(2)
57th Street(2)
50.0 %Land(6)— — — 
Eighth Avenue and 34th StreetEighth Avenue and 34th Street100.0 %Land(6)— — — 
Hotel Pennsylvania Site(7)
Hotel Pennsylvania Site(7)
100.0 %Land(6) — — — 
Other (3 buildings) 100.0% Retail
 70.0% 15,000
 —
 15,000
Other (3 buildings)100.0 %Retail100.0 %16,000 — 16,000 
            
Hotel Pennsylvania 100.0% Hotel
 n/a
  
1,400,000
 —
 1,400,000
            
Alexander's, Inc.:  
  
  
  
 
  
  
Alexander's, Inc.:       
731 Lexington Avenue(2)
 32.4% Office / Retail
 99.0%
  
1,051,000
 24,000
 1,075,000
731 Lexington Avenue(2)
32.4 %Office / Retail98.9 % 1,079,000 — 1,079,000 
Rego Park II, Queens (6.6 acres)(2)
 32.4% Retail
 91.5%
  
609,000
 —
 609,000
Rego Park II, Queens (6.6 acres)(2)
32.4 %Retail87.3 % 480,000 135,000 615,000 
Rego Park I, Queens (4.8 acres)(2)
 32.4% Retail
 100.0%
  
148,000
 195,000
 343,000
Rego Park I, Queens (4.8 acres)(2)
32.4 %Retail100.0 % 260,000 78,000 338,000 
The Alexander Apartment Tower, Queens (312 units)(2)
 32.4% Residential
 93.6%
  
255,000
 —
 255,000
The Alexander Apartment Tower, Queens (312 units)(2)
32.4 %Residential98.7 % 255,000 — 255,000 
Flushing, Queens (1.0 acre ground leased through 2037)(1)(2)
 32.4% Retail
 100.0%
  
167,000
 —
 167,000
Flushing, Queens (1.0 acre ground leased through 2037)(1)(2)
32.4 %Retail100.0 % 167,000 — 167,000 
Paramus, New Jersey (30.3 acres
ground leased to IKEA through 2041)(1)(2)
 32.4% Retail
 100.0%
  
—
 —
 —
Rego Park III (3.4 acres)(2)
 32.4% —
 (4) —
 —
 —
Rego Park III, Queens (3.2 acres)(2)
Rego Park III, Queens (3.2 acres)(2)
32.4 %Land(6)— — — 
Total New York Segment     96.8%
  
26,526,000
 2,227,000
 28,753,000
Total New York Segment 91.2 % 24,753,000 1,658,000 26,411,000 
            
Our Ownership Interest     96.7%
  
20,953,000
 1,876,000
 22,829,000
Our Ownership Interest  90.4 % 19,371,000 1,514,000 20,885,000 

See notes on page 24.27.

26


ITEM 2.     PROPERTIESPROPERTY LISTING – CONTINUED
   Square Feet
OTHER SEGMENT
Property
%
Ownership		Type%
Occupancy		In ServiceUnder
Development
or Not
Available
for Lease		Total
Property
theMART:      
theMART, Chicago100.0 %Office / Retail / Trade show / Showroom81.6 %3,616,000 56,000 3,672,000 
Piers 92 and 94 (New York) (ground and building leased through 2110)(1)
100.0 %Trade show / Other— %— 208,000 208,000 
527 West Kinzie, Chicago100.0 %Land(6)— — — 
Other (2 properties)(2), Chicago
50.0 %Retail93.9 %19,000 — 19,000 
Total theMART  81.7 %3,635,000 264,000 3,899,000 
Our Ownership Interest   81.6 %3,626,000 264,000 3,890,000 
555 California Street:      
555 California Street70.0 %Office / Retail99.0 %1,506,000 — 1,506,000 
315 Montgomery Street70.0 %Office / Retail99.7 %235,000 — 235,000 
345 Montgomery Street70.0 %Office / Retail— %78,000 — 78,000 
Total 555 California Street  94.7 %1,819,000 — 1,819,000 
Our Ownership Interest   94.7 %1,273,000 — 1,273,000 
Other:     
Rosslyn Plaza, VA (197 units)(2)
45.6 %Office / Residential62.8 %(3)685,000 304,000 989,000 
Fashion Centre Mall / Washington Tower, VA(2)
7.5 %Office / Retail92.0 %1,038,000 — 1,038,000 
Wayne Towne Center, Wayne, NJ (ground leased through
     2064)(1)
100.0 %Retail100.0 %681,000 9,000 690,000 
Annapolis, MD (ground leased through 2042)(1)
100.0 %Retail100.0 %128,000 — 128,000 
Atlantic City, NJ (11.3 acres ground leased through 2070 to
    VICI Properties for a portion of the Borgata Hotel
    and Casino complex)		100.0 %Land100.0 %— — — 
Total Other  89.3 %2,532,000 313,000 2,845,000 
Our Ownership Interest   92.6 %1,197,000 149,000 1,346,000 
________________________________________
(1)Term assumes all renewal options exercised, if applicable.
(2)Denotes property not consolidated in the accompanying consolidated financial statements and related financial data included in the Annual Report on Form 10-K.
(3)Excludes residential occupancy statistics.
(4)Includes 962 Third Avenue (the Annex building to 150 East 58th Street) 50.0% ground leased through 2118 (assuming all renewal options are exercised).
(5)75,000 square feet is leased from 666 Fifth Avenue Office Condominium.
(6)Properties under development or to be developed.
(7)We 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.

        Square Feet
OTHER SEGMENT
Property
 %
Ownership		 Type %
Occupancy		 In Service Under
Development
or Not
Available
for Lease		 
Total
Property
theMART:            
theMART, Chicago 100.0% Office / Retail / Showroom
 94.6% 3,674,000
 —
 3,674,000
Piers 92 and 94 (New York) (ground and building leased through 2110)(1)
 100.0% —
 —% 133,000
 75,000
 208,000
Other (2 properties)(2)
 50.0% Retail
 100.0% 19,000
 —
 19,000
Total theMART  
  
 94.6% 3,826,000
 75,000
 3,901,000
             
Our Ownership Interest   
  
 94.6% 3,817,000
 75,000
 3,892,000
             
555 California Street:  
    
  
    
555 California Street 70.0% Office / Retail
 99.7% 1,506,000
 —
 1,506,000
315 Montgomery Street 70.0% Office / Retail
 100.0% 235,000
 —
 235,000
345 Montgomery Street 70.0% Office / Retail
 (4) —
 78,000
 78,000
Total 555 California Street    
 99.8% 1,741,000
 78,000
 1,819,000
             
Our Ownership Interest     
 99.8% 1,218,000
 55,000
 1,273,000
27

Vornado Capital Partners Real Estate Fund ("Fund")(8) :
          
  
Crowne Plaza Times Square, NY (0.64 acres owned in
      fee; 0.18 acres ground leased through 2187 and
      0.05 acres ground leased through 2035) (1)(9)
 75.3% Office / Retail / Hotel 99.9%
  
246,000
 —
 246,000
Lucida, 86th Street and Lexington Avenue, NY
(ground leased through 2082)(1) (39 units)
 100.0% Retail / Residential 98.1%
(3) 
155,000
 —
 155,000
1100 Lincoln Road, Miami, FL 100.0% Retail / Theatre 86.5% 130,000
 —
 130,000
501 Broadway, NY 100.0% Retail 100.0%
  
9,000
 —
 9,000
Total Real Estate Fund     95.7%
  
540,000
 —
 540,000
             
Our Ownership Interest      96.8%
  
155,000
 —
 155,000
             
             
Other:      
  
  
  
Rosslyn Plaza (197 units)(2)
 46.2% Office / Residential 67.6%
(3) 
685,000
 304,000
 989,000
Fashion Centre Mall(2)
 7.5% Retail 96.9% 868,000
 —
 868,000
Washington Tower(2)
 7.5% Office 75.0% 170,000
 —
 170,000
Wayne Towne Center, Wayne (ground leased through 2064)(1)
 100.0% Retail 100.0% 682,000
 —
 682,000
Annapolis (ground leased through 2042)(1)
 100.0% Retail 100.0% 128,000
 —
 128,000
Total Other     89.9% 2,533,000
 304,000
 2,837,000
             
Our Ownership Interest      92.7% 1,198,000
 140,000
 1,338,000

TOP 10 TENANTS BASED ON ANNUALIZED ESCALATED RENTS(1) (AT SHARE):
TenantSquare
Footage
At Share		Annualized
Escalated Rents
At Share		% of Total Annualized
Escalated Rents
At Share
Meta Platforms, Inc.1,451,153 $158,889 8.8 %
IPG and affiliates967,552 67,279 3.6 %
New York University685,290 45,013 2.5 %
Google/Motorola Mobility (guaranteed by Google)759,446 41,220 2.2 %
Bloomberg L.P.306,768 40,252 2.2 %
Equitable Financial Life Insurance Company336,644 35,453 2.0 %
Yahoo Inc.313,726 32,202 1.8 %
Amazon (including its Whole Foods subsidiary)312,694 30,115 1.7 %
Neuberger Berman Group LLC306,612 27,283 1.5 %
Madison Square Garden & Affiliates412,551 27,143 1.5 %

See note below.
ANNUALIZED ESCALATED RENTS(1) (AT SHARE) BY TENANT INDUSTRY:
(1)IndustryTerm assumes all renewal options exercised, if applicable.Percentage
Office:
(2)Financial ServicesDenotes property not consolidated in the accompanying consolidated financial statements20 %
Technology16 %
Professional Services7 %
Advertising/Marketing5 %
Real Estate4 %
Entertainment and related financial data included in the Annual Report on Form 10-K.Electronics4 %
Insurance3 %
Education3 %
Communications3 %
Apparel2 %
Engineering, Architect & Surveying2 %
Health Services2 %
Government1 %
Other6 %
78 %
(3)Retail:Excludes residential occupancy statistics.
(4)ApparelProperties under development or to be developed.5 %
Luxury Retail4 %
Banking2 %
Restaurants1 %
Grocery1 %
Other4 %
17 %
(5)Showroom
Includes 962 Third Avenue (the Annex building to 150 East 58th Street) 50.0% ground leased through 21185 (1)%.
(6)TotalIn August 2019, we delivered notice to the ground lessor that we will surrender the property in May 2020.100 %
(7)75,000 square feet is leased from 666 Fifth Avenue Office Condominium.
(8)
We own a

(1)Represents monthly contractual base rent before free rent plus tenant reimbursements multiplied by 12. Annualized escalated rents at share include leases signed but not yet commenced in place of current tenants or vacancy in the same space.25% interest in the Fund. The ownership percentage in this section represents the Fund's ownership in the underlying assets.
(9)We own a 32.9% economic interest through the Fund and the Crowne Plaza Joint Venture.


28


NEW YORK

As of December 31, 2019,2022, our New York segment consisted of 26.526.4 million square feet in 8565 properties. The 26.526.4 million square feet is comprised of 19.119.9 million square feet of Manhattan office in 3530 of the properties, 2.32.6 million square feet of Manhattan street retail in 7056 of the properties, 1,9911,664 units in 10six residential properties, the 1.4 million square foot Hotel Pennsylvania, and our 32.4% interest in Alexander’s, which owns sevensix properties in the greater New York metropolitan area.area, including 731 Lexington Avenue, the 1.1 million square foot Bloomberg, L.P. headquarters building, and The Alexander, a 312-unit apartment tower in Queens. The New York segment also includes 10nine garages totaling 1.71.6 million square feet (4,875(4,804 spaces) which are managed by, or leased to, third parties.
New York lease terms generally range from five to seven years for smaller tenants to as long as 20 years for major tenants, and may provide for extension options at market rates. Leases typically provide for periodic step‑ups in rent over the term of the lease and pass through to tenants their share of increases in real estate taxes and operating expenses over a base year. Electricity is provided to tenants on a sub-metered basis or included in rent based on surveys and adjusted for subsequent utility rate increases. Leases also typically provide for free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises..
As of December 31, 2019,2022, the occupancy rate for our New York segment was 96.7%90.4%.
Occupancy and weighted average annual rent per square foot (in service):foot:
Office:
Office:          
      Vornado's Ownership Interest
 As of December 31, 
Total
Property
Square Feet
 Square Feet Occupancy
Rate		 
Weighted
Average Annual Escalated
Rent Per
Square Foot
 2019
(1) 
 19,070,000
 16,195,000
 96.9% $76.26
 2018  19,858,000
 16,632,000
 97.2% 74.04
 2017  20,256,000
 16,982,000
 97.1% 71.09
 2016  20,227,000
 16,962,000
 96.3% 68.90
 2015  19,918,000
 16,734,000
 97.1% 66.42
           
Retail:          
      Vornado's Ownership Interest
 As of December 31, Total
Property
Square Feet		 Square Feet 
Occupancy
Rate
 
Weighted
Average Annual Escalated
Rent Per
Square Foot
 2019
(1) 
 2,300,000
 1,842,000
 94.5% $209.86
 2018  2,648,000
 2,419,000
 97.3% 228.43
 2017  2,720,000
 2,471,000
 96.9% 217.17
 2016  2,672,000
 2,464,000
 97.1% 213.85
 2015  2,596,000
 2,396,000
 96.1% 202.72
  Vornado's Ownership Interest
As of December 31,Total Square FeetIn Service
Square Feet		In Service
Square Feet
At Share		Occupancy
Rate		Weighted
Average Annual Escalated Rent
Per Square Foot
202219,902,000 18,724,000 16,028,000 91.9 %$83.98 
202120,630,000 19,442,000 16,757,000 92.2 %80.01 
202020,586,000 18,361,000 15,413,000 93.4 %79.05 
2019(1)20,666,000 19,070,000 16,195,000 96.9 %76.26 
201821,495,000 19,858,000 16,632,000 97.2 %74.04 

See note below.
Retail:
Vornado's Ownership Interest
As of December 31,Total Square FeetIn Service
Square Feet		In Service
Square Feet
At Share		Occupancy
Rate		Weighted
Average Annual Escalated Rent
Per Square Foot
20222,556,000 2,289,000 1,851,000 74.4 %$215.72 
20212,693,000 2,267,000 1,825,000 80.7 %214.22 
20202,690,000 2,275,000 1,805,000 78.8 %226.38 
2019(1)2,712,000 2,300,000 1,842,000 94.5 %209.86 
20182,802,000 2,648,000 2,419,000 97.3 %228.43 

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
Occupancy and average monthly rent per unit (in service):unit:
Residential:
 Vornado's Ownership Interest
As of December 31,Total
Number of Units		Total
Number of Units		Occupancy
Rate		Average Monthly
Rent Per Unit
20221,976 941 96.7 %$3,882 
20211,986 951 97.0 %3,776 
20201,995 960 84.9 %3,714 
20191,996 960 97.5 %3,902 
20182,004 968 96.6 %3,788 
29
Residential:         
     Vornado's Ownership Interest
 As of December 31, Number of Units Number of Units 
Occupancy
Rate
 
Average Monthly
Rent Per Unit
 2019  1,991
 955
 97.0% $3,889
 2018  1,999
 963
 96.6% 3,803
 2017  2,009
 981
 96.7% 3,722
 2016
(2) 
 2,004
 977
 95.7% 3,576
 2015  1,711
 886
 95.0% 3,495

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2)Includes The Alexander Apartment Tower (32.4% ownership) from the date of stabilization in the third quarter of 2016.


NEW YORK – CONTINUED

Tenants accounting for 2% or more of revenues:
Tenant 
Square Feet
Leased
 2019
Revenues		 
Percentage of
New York
Total
Revenues
 
Percentage
of Total
Revenues
IPG and affiliates 924,000
 $62,252,000
 3.9% 3.2%
Facebook 758,000
 49,180,000
 3.1% 2.6%
Macy's 625,000
 42,106,000
 2.7% 2.2%
AXA Equitable Life Insurance 481,000
 42,492,000
 2.7% 2.2%
Neuberger Berman Group LLC 412,000
 34,388,000
 2.2% 1.8%
Ziff Brothers Investments, Inc. 287,000
 32,268,000
 2.0% 1.7%
2019 rental revenue by tenants’ industry:
IndustryPercentage
Office:
Financial Services15%
Communications8%
Advertising/Marketing7%
Technology6%
Family Apparel5%
Legal Services4%
Insurance4%
Real Estate4%
Publishing3%
Government3%
Engineering, Architect,& Surveying3%
Banking2%
Entertainment and Electronics2%
Health Services1%
Pharmaceutical1%
Other8%
76%
Retail:
Family Apparel7%
Luxury Retail4%
Women's Apparel4%
Restaurants2%
Banking2%
Department Stores1%
Discount Stores1%
Other3%
24%

Total100%



NEW YORK – CONTINUED

Lease expirations as of December 31, 2019, assuming none2022 (at share):
 Number of Expiring Leases
Square Feet of Expiring Leases(1)
 Percentage of
New York Square Feet		Annualized Escalated Rents
of Expiring Leases		 
Year TotalPer Square Foot 
Office:       
Fourth Quarter 2022(2)
747,000 0.3%$1,712,000 $36.43  
2023(3)
861,444,000 10.0%137,383,000 95.14 (4)
202491943,000 6.5%88,875,000 94.25 
202575699,000 4.8%57,307,000 81.98 
2026841,217,000 8.4%99,016,000 81.36  
2027871,160,000 8.0%89,200,000 76.90  
2028601,003,000 6.9%74,602,000 74.38  
2029391,161,000 8.0%94,292,000 81.22  
203048623,000 4.3%51,308,000 82.36  
203133899,000 6.2%79,770,000 88.73  
203222404,000 2.8%35,215,000 87.17  
Retail:       
Fourth Quarter 2022(2)
516,000 1.3%$2,590,000 $161.88  
202315149,000 12.3%19,287,000 129.44 (5)
202410133,000 10.9%22,680,000 170.53 
20251040,000 3.3%12,898,000 322.45  
20261082,000 6.7%26,076,000 318.00  
20271234,000 2.8%18,872,000 555.06  
20281027,000 2.2%13,470,000 498.89  
20291050,000 4.1%26,772,000 535.44  
203018155,000 12.7%22,645,000 146.10  
20312988,000 7.2%29,201,000 331.83  
20322355,000 4.5%28,490,000 518.00  

(1)Excludes storage, vacancy and other.
(2)Includes month-to-month leases, holdover tenants, and leases expiring on the last day of the tenantscurrent quarter.
(3)Excludes the expiration of 492,000 square feet at 909 Third Avenue for U.S. Post Office as we assume the exercise of all renewal options:options through 2038 given the below-market rent on their options.
(4)Based on current market conditions, we expect to re-lease this space at rents between $85 to $95 per square foot.
(5)Based on current market conditions, we expect to re-lease this space at rents between $125 to $150 per square foot.
  Number of Expiring Leases 
Square Feet of Expiring Leases(1)
  
Percentage of
New York Square Feet
 
Weighted Average Annual
Rent of Expiring Leases
  
Year  
  
 Total Per Square Foot
  
Office:    
  
     
  
Month to month 10 39,000
 0.3% $2,593,000
 $66.49
  
2020 89 1,090,000
 7.1% 76,599,000
 70.27
(2) 
2021 130 1,106,000
 7.2% 86,140,000
 77.88
  
2022 83 668,000
 4.3% 43,998,000
 65.87
  
2023 92 1,986,000
 12.9% 166,729,000
 83.95
  
2024 110 1,484,000
 9.6% 123,761,000
 83.40
  
2025 62 797,000
(3) 
5.2% 62,199,000
 78.04
  
2026 82 1,205,000
 7.8% 92,434,000
 76.71
  
2027 74 1,094,000
 7.1% 79,658,000
 72.81
  
2028 47 890,000
 5.8% 62,039,000
 69.71
  
2029 36 679,000
 4.4% 55,356,000
 81.53
  
Retail:    
  
     
  
Month to month 16 29,000
 2.1% $6,911,000
 $238.31
  
2020 29 104,000
 7.4% 22,696,000
 218.24
(4) 
2021 14 82,000
 5.9% 9,342,000
 113.93
  
2022 8 25,000
 1.8% 6,713,000
 268.52
  
2023 20 159,000
 11.4% 35,669,000
 224.33
  
2024 19 187,000
 13.4% 44,697,000
 239.02
  
2025 10 37,000
 2.6% 12,473,000
 337.11
  
2026 14 71,000
 5.1% 26,134,000
 368.08
  
2027 10 29,000
 2.1% 20,408,000
 703.72
  
2028 13 25,000
 1.8% 12,750,000
 510.00
  
2029 14 201,000
 14.4% 39,579,000
 196.91
  

(1)Excludes storage, vacancy and other.
(2)Based on current market conditions, we expect to re-lease this space at rents between $80 to $90 per square foot.
(3)Excludes 492,000 square feet leased at 909 Third Avenue to the U.S. Post Office through 2038 (including three 5-year renewal options) for which the annual escalated rent is $13.51 per square foot.
(4)Based on current market conditions, we expect to re-lease this space at rents between $200 to $225 per square foot.
Alexander’s
As of December 31, 2019,2022, we own 32.4% of the outstanding common stock of Alexander’s, which owns sevensix properties in the greater New York metropolitan area aggregating 2.42.5 million square feet, including 731 Lexington Avenue, the 1.31.1 million square foot Bloomberg L.P. headquarters building. Alexander’s had $974,836,000 of outstanding debt asAs of December 31, 2019,2022, Alexander's had an occupancy rate of which our pro rata share was $315,847,000, none of which is recourse to us.
Hotel Pennsylvania
We own the Hotel Pennsylvania which is located in New York City on Seventh Avenue at 33rd Street in the heart of the Penn District and consists of a hotel portion containing 1,000,000 square feet of hotel space with 1,700 rooms96.4% and a commercial portion containing 400,000weighted average annual rent per square feetfoot of retail and office space.$104.09.
30
 For the Year Ended December 31,
 2019 2018 2017 2016 2015
Hotel Pennsylvania:         
Average occupancy rate82.1% 86.4% 87.3% 84.7% 90.7%
Average daily rate$137.67
 $138.35
 $139.09
 $134.38
 $147.46
Revenue per available room113.08
 119.47
 121.46
 113.84
 133.69



OTHER REAL ESTATE AND INVESTMENTS

theMART
As of December 31, 2019, weWe own the 3.7 million square foot theMART in Chicago, whose largest tenant is Motorola Mobility at 609,000square feet, the lease of which is guaranteed by Google. theMART is encumbered by a $675,000,000 mortgage loan that bears interest at a fixed rate of 2.70% and matures in September 2021. As of December 31, 2019,2022, theMART had an occupancy rate of 94.6%81.6% and a weighted average annual rent per square foot of $48.54.$52.07.
555 California Street
As of December 31, 2019, weWe own a 70% controlling interest in a three-building office complex containingaggregating 1.8 million square feet, located at California and Montgomery Streets in San Francisco’s financial district (“555 California Street”). 555 California Street is encumbered by a $548,075,000 mortgage loan that bears interest at a fixed rate of 5.10% and matures in September 2021. As of December 31, 2019,2022, 555 California Street had an occupancy rate of 99.8%94.7% and a weighted average annual rent per square foot of $81.92.$92.81.
Vornado Capital Partners Real Estate Fund (the “Fund”) and Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”)
As of December 31, 2019, we own a 25.0% interest in the Fund, which is in wind down and currently has four investments, one of which is the Crowne Plaza Times Square Hotel in which we also own an additional interest through the Crowne Plaza Joint Venture. We are the general partner and investment manager of the Fund. As of December 31, 2019, these four investments are carried on our consolidated balance sheet at an aggregate fair value of $222,649,000, including the Crowne Plaza Joint Venture. As of December 31, 2019, our share of unfunded commitments was $11,242,000.ITEM 3.     LEGAL PROCEEDINGS
ITEM 3. 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 expected to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
ITEM 4.     MINE SAFETY DISCLOSURES
Not applicable.



PART II


ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Vornado Realty Trust
Vornado’s common shares are traded on the New York Stock Exchange under the symbol “VNO.”
As of February 1, 2020,2023, there were 875783 holders of record of Vornado common shares.
Vornado Realty L.P.
There is no established trading market for the Operating Partnership's Class A units. Class A units that are not held by Vornado 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 unit holder is equal to the quarterly dividend paid to a Vornado common shareholder.
As of February 1, 2020,2023, there were 945854 Class A unitholders of record.
Recent Sales of Unregistered Securities
During 2019, the Operating Partnership2022, we issued 1,493,309347,891 Class A units in connection with equity(i) the issuance of Vornado common shares and (ii) the exercise of awards issued pursuant to Vornado’sVornado's omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, andoptions. The consideration received included $17,062,788$885,373 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2)4(a)(2) of the Securities Act of 1933, as amended.
On May 19, 2022, we granted 46,503 restricted units of the Operating Partnership at a market price of $33.88 per unit to Vornado Trustees that are not executives of the Company as part of their annual Trustee fees. The units were issued outside of Vornado's omnibus share plan and were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
On December 12, 2022, we granted 135,564 restricted units of the Operating Partnership at a market price of $22.13 per unit to Vornado consultants that are not executives of the Company for annual consulting fees. The units were issued outside of Vornado's omnibus share plan and were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
From time to time, in connection with equity awards granted under our Omnibus Share Plan, we may withhold common shares for tax purposes or acquire common shares as part of the payment of the exercise price. Although we treat these as repurchases for certain financial statement purposes, these withheld or acquired shares are not considered by us as repurchases for this purpose.
Information relating to compensation plans under which Vornado’s equity securities are authorized for issuance is set forth under Part III, Item 12 of this Annual Report on Form 10-K and such information is incorporated by reference herein.
Recent Purchases of Equity Securities
None.

31

Performance Graph
The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, a peer group index. The graph assumes that $100 was invested on December 31, 20142017 in our common shares, the S&P 500 Index and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.

chart-15c1feb112985649bafa03.jpg
vno-20221231_g1.jpg
2014 2015 2016 2017 2018 2019201720182019202020212022
Vornado Realty Trust$100
 $96
 $103
 $99
 $81
 $91
Vornado Realty Trust$100 $82 $95 $56 $66 $35 
S&P 500 Index100
 101
 114
 138
 132
 174
S&P 500 Index100 96 126 149 192 157 
The NAREIT All Equity Index100
 103
 112
 121
 116
 150
The NAREIT All Equity Index100 96 123 117 166 124 



ITEM 6.     SELECTEDRESERVED
32

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL DATA
CONDITION AND RESULTS OF OPERATIONS

Vornado Realty Trust
(Amounts in thousands, except per share amounts)For the Year Ended December 31, 
 
2019(1)
 2018 2017 2016 2015 
Operating Data:          
REVENUES:          
Rental revenues$1,767,222
 $2,007,333
 $1,948,376
 $1,883,656
 $1,845,605
 
Fee and other income157,478
 156,387
 135,750
 120,086
 139,890
 
Total revenues1,924,700
 2,163,720
 2,084,126
 2,003,742
 1,985,495
 
EXPENSES:

 

 

 

 

 
Operating(917,981) (963,478) (886,596) (844,566) (824,511) 
Depreciation and amortization(419,107) (446,570) (429,389) (421,023) (379,803) 
General and administrative(169,920) (141,871) (150,782) (143,643) (148,982) 
(Expense) benefit from deferred compensation plan liability(11,609) 2,480
 (6,932) (5,213) (111) 
Transaction related costs, impairment losses and other(106,538) (31,320) (1,776) (9,451) (12,511) 
Total expenses(1,625,155) (1,580,759) (1,475,475) (1,423,896) (1,365,918) 
           
Income (loss) from partially owned entities78,865
 9,149
 15,200
 168,948
 (9,947) 
(Loss) income from real estate fund investments(104,082) (89,231) 3,240
 (23,602) 74,081
 
Interest and other investment income, net21,819
 17,057
 30,861
 24,335
 27,129
 
Income (loss) from deferred compensation plan assets11,609
 (2,480) 6,932
 5,213
 111
 
Interest and debt expense(286,623) (347,949) (345,654) (330,240) (309,298) 
Net gain on transfer to Fifth Avenue and Times Square JV2,571,099
 —
 —
 —
 —
 
Purchase price fair value adjustment—
 44,060
 —
 —
 —
 
Net gains on disposition of wholly owned and partially owned assets845,499
 246,031
 501
 160,433
 149,417
 
Income before income taxes3,437,731
 459,598
 319,731
 584,933
 551,070
 
Income tax (expense) benefit(103,439) (37,633) (42,375) (7,923) 84,849
 
Income from continuing operations3,334,292
 421,965
 277,356
 577,010
 635,919
 
(Loss) income from discontinued operations(30) 638
 (13,228) 404,912
 223,511
 
Net income3,334,262
 422,603
 264,128
 981,922
 859,430
 
Less net loss (income) attributable to noncontrolling interests in:          
Consolidated subsidiaries24,547
 53,023
 (25,802) (21,351) (55,765) 
Operating Partnership(210,872) (25,672) (10,910) (53,654) (43,231) 
Net income attributable to Vornado3,147,937
 449,954
 227,416
 906,917
 760,434
 
Preferred share dividends(50,131) (50,636) (65,399) (75,903) (80,578) 
Preferred share issuance costs—
 (14,486) —
 (7,408) —
 
NET INCOME attributable to common shareholders$3,097,806
 $384,832
 $162,017
 $823,606
 $679,856
 
           
           
Per Share Data:          
Income from continuing operations, net - basic$16.23
 $2.02
 $0.92
 $2.35
 $2.49
 
Income from continuing operations, net - diluted16.21
 2.01
 0.91
 2.34
 2.48
 
Net income per common share - basic16.23
 2.02
 0.85
 4.36
 3.61
 
Net income per common share - diluted16.21
 2.01
 0.85
 4.34
 3.59
 
Aggregate quarterly dividends2.64
 2.52

2.62
(2) 
2.52

2.52
(3) 
Special dividend declared on December 18, 20191.95
 —
 —
 —
 —
 
           
Balance Sheet Data:          
Total assets$18,287,013
 $17,180,794
 $17,397,934
 $20,814,847
 $21,143,293
 
Real estate, at cost13,074,012
 16,237,883
 14,756,295
 14,187,820
 13,545,295
 
Accumulated depreciation and amortization(3,015,958) (3,180,175) (2,885,283) (2,581,514) (2,356,728) 
Debt, net7,406,609
 9,836,621
 9,729,487
 9,446,670
 9,095,670
 
Total equity7,310,978
 5,107,883
 5,007,701
 7,618,496
 7,476,078
 
____________________
(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
Page Number
(2)OverviewPost spin-off of JBG SMITH Properties (NYSE: JBGS) on July 17, 2017.
(3)Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015.

34

ITEM 6.     SELECTED FINANCIAL DATA – CONTINUED

Vornado Realty Trust
(Amounts in thousands)For the Year Ended December 31,
 
2019(1)
 2018 2017 2016 2015
Other Data:         
Funds From Operations ("FFO")(2):
         
Net income attributable to common shareholders$3,097,806
 $384,832
 $162,017
 $823,606
 $679,856
          
FFO adjustments:         
Depreciation and amortization of real property389,024
 413,091
 467,966
 531,620
 514,085
Net gains on sale of real estate(178,711) (158,138) (3,797) (177,023) (289,117)
Real estate impairment losses32,001
 12,000
 —
 160,700
 256
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests(2,559,154) —
 —
 —
 —
Net gain from sale of Urban Edge ("UE") common shares (sold on March 4, 2019)(62,395) —
 —
 —
 —
Decrease (increase) in fair value of marketable securities:         
Pennsylvania Real Estate Investment Trust ("PREIT")21,649
 —
 —
 —
 —
Lexington Realty Trust ("Lexington") (sold on March 1, 2019)(16,068) 26,596
 —
 —
 —
Other(48) (143) —
 —
 —
After-tax purchase price fair value adjustment on depreciable real estate—
 (27,289) —
 —
 —
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:         
Depreciation and amortization of real property134,706
 101,591
 137,000
 154,795
 143,960
Net gains on sale of real estate—
 (3,998) (17,777) (2,853) (4,513)
Real estate impairment losses—
 —
 7,692
 6,328
 16,758
Decrease in fair value of marketable securities2,852
 3,882
 —
 —
 —
 (2,236,144) 367,592
 591,084
 673,567
 381,429
Noncontrolling interests' share of above adjustments141,679
 (22,746) (36,420) (41,267) (22,342)
FFO adjustments, net(2,094,465) 344,846
 554,664
 632,300
 359,087
          
FFO attributable to common shareholders1,003,341
 729,678
 716,681
 1,455,906
 1,038,943
Convertible preferred share dividends57
 62
 77
 86
 92
Earnings allocated to Out-Performance Plan units—
 —
 1,047
 1,591
 —
FFO attributable to common shareholders plus assumed conversions(1)
$1,003,398
 $729,740
 $717,805
 $1,457,583
 $1,039,035

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2)FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies.



ITEM 6.     SELECTED FINANCIAL DATA – CONTINUED

Vornado Realty L.P.
(Amounts in thousands, except per unit amounts)For the Year Ended December 31, 
 
2019(1)
 2018 2017 2016 2015 
Operating Data:          
REVENUES:          
Rental revenues$1,767,222
 $2,007,333
 $1,948,376
 $1,883,656
 $1,845,605
 
Fee and other income157,478
 156,387
 135,750
 120,086
 139,890
 
Total revenues1,924,700
 2,163,720
 2,084,126
 2,003,742
 1,985,495
 
EXPENSES:          
Operating(917,981) (963,478) (886,596) (844,566) (824,511) 
Depreciation and amortization(419,107) (446,570) (429,389) (421,023) (379,803) 
General and administrative(169,920) (141,871) (150,782) (143,643) (148,982) 
(Expense) benefit from deferred compensation plan liability(11,609) 2,480
 (6,932) (5,213) (111) 
Transaction related costs, impairment losses and other(106,538) (31,320) (1,776) (9,451) (12,511) 
Total expenses(1,625,155) (1,580,759) (1,475,475) (1,423,896) (1,365,918) 
           
Income (loss) from partially owned entities78,865
 9,149
 15,200
 168,948
 (9,947) 
(Loss) income from real estate fund investments(104,082) (89,231) 3,240
 (23,602) 74,081
 
Interest and other investment income, net21,819
 17,057
 30,861
 24,335
 27,129
 
Income (loss) from deferred compensation plan assets11,609
 (2,480) 6,932
 5,213
 111
 
Interest and debt expense(286,623) (347,949) (345,654) (330,240) (309,298) 
Net gain on transfer to Fifth Avenue and Times Square JV2,571,099
 —
 —
 —
 —
 
Purchase price fair value adjustment—
 44,060
 —
 —
 —
 
Net gains on disposition of wholly owned and partially owned assets845,499
 246,031
 501
 160,433
 149,417
 
Income before income taxes3,437,731
 459,598
 319,731
 584,933
 551,070
 
Income tax (expense) benefit(103,439) (37,633) (42,375) (7,923) 84,849
 
Income from continuing operations3,334,292
 421,965
 277,356
 577,010
 635,919
 
(Loss) income from discontinued operations(30) 638
 (13,228) 404,912
 223,511
 
Net income3,334,262
 422,603
 264,128
 981,922
 859,430
 
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries24,547
 53,023
 (25,802) (21,351) (55,765) 
Net income attributable to Vornado Realty L.P.3,358,809
 475,626
 238,326
 960,571
 803,665
 
Preferred unit distributions(50,296) (50,830) (65,593) (76,097) (80,736) 
Preferred unit issuance costs—
 (14,486) —
 (7,408) —
 
NET INCOME attributable to Class A unitholders$3,308,513
 $410,310
 $172,733
 $877,066
 $722,929
 
           
           
Per Unit Data:          
Income from continuing operations, net - basic$16.22
 $2.01
 $0.91
 $2.34
 $2.49
 
Income from continuing operations, net - diluted16.19
 2.00
 0.90
 2.32
 2.46
 
Net income per Class A unit - basic16.22
 2.02
 0.84
 4.36
 3.61
 
Net income per Class A unit - diluted16.19
 2.00
 0.83
 4.32
 3.57
 
Aggregate quarterly distributions2.64
 2.52
 2.62
(2) 
2.52
 2.52
(3) 
Special distribution declared on December 18, 20191.95
 —
 —
 —
 —
 
           
Balance Sheet Data:          
Total assets$18,287,013
 $17,180,794
 $17,397,934
 $20,814,847
 $21,143,293
 
Real estate, at cost13,074,012
 16,237,883
 14,756,295
 14,187,820
 13,545,295
 
Accumulated depreciation and amortization(3,015,958) (3,180,175) (2,885,283) (2,581,514) (2,356,728) 
Debt, net7,406,609
 9,836,621
 9,729,487
 9,446,670
 9,095,670
 
Total equity7,310,978
 5,107,883
 5,007,701
 7,618,496
 7,476,078
 

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2)Post spin-off of JBG SMITH Properties (NYSE: JBGS) on July 17, 2017.
(3)Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Page Number
OverviewCritical Accounting Estimates
3540
Overview - Leasing Activity
41
Critical Accounting Policies
44
Net Operating Income At Share by Segment for the Years Ended December 31, 20192022 and 20182021
4641
Results of Operations for the Year Ended December 31, 20192022 Compared to December 31, 20182021
4944
Supplemental Information:
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2019 and 2018
Related Party Transactions
5648
Three Months Ended December 31, 2019 Compared to December 31, 2018
59
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2019 and September 30, 2019
61
Three Months Ended December 31, 2019 Compared to September 30, 2019
64
Related Party Transactions
66
Liquidity and Capital Resources
6649
Financing Activities and Contractual Obligations
67
Certain Future Cash Requirements
69
Cash Flows for the Year Ended December 31, 2019 Compared to December 31, 2018
71
Capital Expenditures for the Year Ended December 31, 2019
73
Capital Expenditures for the Year Ended December 31, 2018
74
Funds From Operations for the Three Months and Years Ended December 31, 20192022 and 20182021
7455



33





Introduction
The following discussion should be read in conjunction with the financial statements and related notes included under Part II, Item 8 of this Annual Report on Form 10-K.
Our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") within this section is focused on the years ended December 31, 20192022 and 2018,2021, including year-to-year comparisons between these years. Our MD&A for the year ended December 31, 2017,2020, including year-to-year comparisons between 20182021 and 2017,2020, can be found in Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.2021.
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 (the “Operating Partnership”).partnership. Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders are dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of and owned approximately 93.1%92% of the common limited partnership interest in the Operating Partnership as of December 31, 2019.2022. All references to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We own and operate office and retail properties with a concentration in the New York City metropolitan area. In addition, we have a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns sevensix properties in the greater New York metropolitan area, as well as interests in other real estate and investments.
Our business objective is to maximize Vornado shareholder value, which we measure by the total return provided to our shareholders. Below is a table comparing Vornado’s performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended December 31, 2019:2022:
 
Total Return(1)
 VornadoOffice REITMSCI
Three-month(8.1 %)(1.5 %)5.2 %
One-year(46.7 %)(37.6 %)(24.5 %)
Three-year(62.7 %)(37.9 %)(0.2 %)
Five-year(64.7 %)(30.3 %)19.9 %
Ten-year(45.6 %)10.7 %87.3 %

(1)Past performance is not necessarily indicative of future performance.
  
Total Return(1)
 
  Vornado Office REIT MSCI 
 Three-month5.8 % 7.0% (0.8)% 
 One-year12.0 % 31.4% 25.8 % 
 Three-year(11.9)% 18.3% 26.2 % 
 Five-year(9.2)% 34.2% 40.5 % 
 Ten-year82.2 % 139.2% 208.7 % 
____________________
(1)Past performance is not necessarily indicative of future performance.

We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:
•maintaining a superior team of operating and investment professionals and an entrepreneurial spirit;
•investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation;
•acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents;
•developing and redeveloping our existing properties to increase returns and maximize value; and
•investing in operating companies that have a significant real estate component.
We expect to finance our growth, acquisitions and investments using internally generated funds and proceeds from asset sales and by accessing the public and private capital markets. We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.
We compete with a large number of real estate investors, property owners and developers, some of whichwhom 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 Item 1A for additional information regarding these factors.

Our business has been, and may continue to be, affected by the increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic and other uncertainties including the potential for an economic downturn. These factors could have a material impact on our business, financial condition, results of operations and cash flows.

34
Overview - continued

Quarter
Vornado Realty Trust
Year Ended December 31, 20192022 Financial Results Summary
Net incomeloss attributable to common shareholders for the quarteryear ended December 31, 20192022 was $193,217,000,$408,615,000, or $1.01$2.13 per diluted share, compared to $100,494,000,net income attributable to common shareholders of $101,086,000, or $0.53 per diluted share, for the prior year’s quarter. The quartersyear ended December 31, 20192021. The years ended December 31, 2022 and 20182021 include certain items that impact net (loss) incomeattributable to common shareholders, which are listed in the table on the following page.below. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net loss attributable to common shareholders by $535,083,000, or $2.79 per diluted share, for the year ended December 31, 2022 and increased net income attributable to common shareholders by $136,836,000,$12,933,000, or $0.72$0.07 per diluted share, for the quarteryear ended December 31, 2019 and $51,058,000, or $0.27 per diluted share, for the quarter ended December 31, 2018.2021.
Funds From Operations (“FFO”from operations ("FFO") attributable to common shareholders plus assumed conversions for the quarteryear ended December 31, 20192022 was $311,876,000,$638,928,000, or $1.63$3.30 per diluted share, compared to $210,100,000,$571,074,000, or $1.10$2.97 per diluted share, for the prior year’s quarter. The quartersyear ended December 31, 20192021. The years ended December 31, 2022 and 20182021 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by $140,846,000,$30,036,000, or $0.74 per diluted share, for the quarter ended December 31, 2019 and $40,226,000, or $0.21 per diluted share, for the quarter ended December 31, 2018.
Year Ended December 31, 2019 Financial Results Summary
Net income attributable to common shareholders for the year ended December 31, 2019 was $3,097,806,000, or $16.21 per diluted share, compared to $384,832,000, or $2.01$0.15 per diluted share, for the year ended December 31, 2018. The years ended December 31, 20192022 and 2018 include certain items that impact net income attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholdersFFO by $2,921,090,000,$21,211,000, or $15.29$0.11 per diluted share, for the year ended December 31, 2019 and $146,132,000, or $0.76 per diluted share, for the year ended December 31, 2018.2021.
The increase in net income attributable to common shareholders was partially offset by (i) $10,447,000, or $0.05 per diluted share, of non-cash expense for the time-based equity compensation granted in connection with the new leadership group announced in April 2019, (ii) $9,416,000 (at share), or $0.05 per diluted share, from the non-cash write-off of straight-line rent receivables, and (iii) $8,477,000, or $0.04 per share, of non-cash expense for the accelerated vesting of previously issued restricted Operating Partnership units ("OP Units") and Vornado restricted stock due to the removal of the time-based vesting requirement for participants who have reached 65 years of age.
FFO attributable to common shareholders plus assumed conversions for the year ended December 31, 2019 was $1,003,398,000, or $5.25 per diluted share, compared to $729,740,000, or $3.82 per diluted share, for the year ended December 31, 2018. The years ended December 31, 2019 and 2018 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by $337,191,000, or $1.76 per diluted share, for the year ended December 31, 2019 and $16,252,000, or $0.09 per diluted share, for the year ended December 31, 2018.
The increase in FFO attributable to common shareholders plus assumed conversions was partially offset by (i) $10,447,000, or $0.05 per diluted share, of non-cash expense for the time-based equity compensation granted in connection with the new leadership group announced in April 2019, (ii) $9,416,000 (at share), or $0.05 per diluted share, from the non-cash write-off of straight-line rent receivables, and (iii) $8,477,000, or $0.04 per share, of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement for participants who have reached 65 years of age.


Overview - continued

The following table reconciles the difference between our net (loss) incomeattributable to common shareholders and our net income attributable to common shareholders, as adjusted:
(Amounts in thousands)For the Year Ended December 31,
 20222021
Certain expense (income) items that impact net (loss) income attributable to common shareholders:
Non-cash real estate impairment losses on wholly owned and partially owned assets$595,488 $7,880 
Hotel Pennsylvania loss (primarily accelerated building depreciation expense)71,087 29,472 
Net gains on disposition of wholly owned and partially owned assets(62,685)(15,315)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units and ancillary amenities(35,858)(44,607)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)13,665 10,868 
Refund of New York City transfer taxes related to the April 2019 transfer to Fifth Avenue and Times Square JV(13,613)— 
Other7,289 (2,436)
575,373 (14,138)
Noncontrolling interests' share of above adjustments(40,290)1,205 
Total of certain expense (income) items that impact net (loss) income attributable to common shareholders$535,083 $(12,933)
35
(Amounts in thousands)For the Three Months Ended
December 31,		 
For the Year Ended
December 31,
 2019 2018 2019 2018
Certain (income) expense items that impact net income attributable to common shareholders:       
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units$(173,655) $(67,336) $(502,565) $(67,336)
Our share of loss from real estate fund investments26,600
 24,366
 48,808
 23,749
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019)2,438
 —
 21,649
 —
Non-cash impairment losses and related write-offs (primarily 608 Fifth Avenue in 2019)565
 12,000
 109,157
 12,000
After-tax purchase price fair value adjustment related to the increase in ownership of the Farley joint venture—
 (27,289) —
 (27,289)
Mark-to-market decrease (increase) in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)—
 1,662
 (16,068) 26,596
Previously capitalized internal leasing costs(1)
—
 (1,655) —
 (5,538)
Net gain on transfer to Fifth Avenue and Times Square retail JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests—
 —
 (2,559,154) —
Net gains on sale of real estate (primarily our 25% interest in 330 Madison Avenue in 2019)—
 —
 (178,769) (27,786)
Net gain from sale of Urban Edge Properties ("UE") common shares (sold on March 4, 2019)—
 —
 (62,395) —
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022—
 —
 22,540
 —
Net gain on sale of our ownership interests in 666 Fifth Avenue Office Condominium—
 —
 —
 (134,032)
Our share of additional New York City transfer taxes—
 —
 —
 23,503
Preferred share issuance costs—
 —
 —
 14,486
Other(2,034) 3,825
 (2,892) 5,886

(146,086) (54,427) (3,119,689) (155,761)
Noncontrolling interests' share of above adjustments9,250
 3,369
 198,599
 9,629
Total of certain (income) expense items that impact net income attributable to common shareholders$(136,836) $(51,058) $(2,921,090) $(146,132)

See note below.


Overview - continued
Year Ended December 31, 2022 Financial Results Summary - continued
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 Year Ended December 31,
 20222021
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
After-tax net gain on sale of 220 CPS condominium units and ancillary amenities$(35,858)$(44,607)
Net gains on disposition of wholly owned and partially owned assets(17,372)(643)
Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary)13,665 10,868 
Other7,289 12,026 
(32,276)(22,356)
Noncontrolling interests' share of above adjustments2,240 1,145 
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net$(30,036)$(21,211)
(Amounts in thousands)For the Three Months Ended
December 31,		 
For the Year Ended
December 31,
 2019 2018 2019 2018
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:       
After-tax net gain on sale of 220 CPS condominium units$(173,655) $(67,336) $(502,565) $(67,336)
Our share of loss from real estate fund investments26,600
 24,366
 48,808
 23,749
Previously capitalized internal leasing costs(1)
—
 (1,655) —
 (5,538)
Non-cash impairment loss and related write-offs on 608 Fifth Avenue—
 —
 77,156
 —
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022—
 —
 22,540
 —
Our share of additional New York City transfer taxes—
 —
 —
 23,503
Preferred share issuance costs—
 —
 —
 14,486
Other(3,187) 1,745
 (6,119) (6,109)

(150,242) (42,880) (360,180) (17,245)
Noncontrolling interests' share of above adjustments9,396
 2,654
 22,989
 993
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net$(140,846) $(40,226) $(337,191) $(16,252)

(1)The three months and year ended December 31, 2018 have been reduced by $1,655 and $5,538, respectively, for previously capitalized internal leasing costs to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.


Overview - continued

Same Store Net Operating Income ("NOI") At Share
The percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are summarized below.
 Total 
New York(1)
 theMART 555 California Street
Same store NOI at share % increase (decrease):       
Year ended December 31, 2019 compared to December 31, 20182.1% 0.5% 15.9 %
(2) 
9.7 %
Three months ended December 31, 2019 compared to December 31, 20187.1% 2.6% 114.3 %
(3) 
3.3 %
Three months ended December 31, 2019 compared to September 30, 20191.7% 3.0% (7.4)%
(4.8)%
        
Same store NOI at share - cash basis % increase (decrease):   
  
  
Year ended December 31, 2019 compared to December 31, 20183.6% 1.6% 18.6 %
(2) 
12.7 %
Three months ended December 31, 2019 compared to December 31, 20186.6% 1.7% 100.0 %
(3) 
4.1 %
Three months ended December 31, 2019 compared to September 30, 20192.6% 3.9% (4.8)% (5.4)%
Year Ended December 31, 2022 compared to December 31, 2021:TotalNew York
theMART(1)
555
California Street
Same store NOI at share % increase7.1 %3.5 %64.2 %2.7 %
Same store NOI at share - cash basis % increase9.0 %5.0 %58.0 %13.3 %

(1)Increase primarily due to (i) prior period accrual adjustments recorded in 2022 related to changes in the tax-assessed value and property tax rate of theMART and (ii) an increase in tradeshow activity in 2022 compared to 2021.
(1)Excluding Hotel Pennsylvania, same store NOI at share % increase:
Year ended December 31, 2019 compared to December 31, 20180.9%
Three months ended December 31, 2019 compared to December 31, 20182.6%
Three months ended December 31, 2019 compared to September 30, 20191.7%
Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase:
Year ended December 31, 2019 compared to December 31, 20182.2%
Three months ended December 31, 2019 compared to December 31, 20181.8%
Three months ended December 31, 2019 compared to September 30, 20192.6%
(2)Primarily due to $11,131,000 of tenant reimbursement revenue received in 2019 related to real estate tax expense accrued in 2018.
(3)The three months ended December 31, 2018 includes an additional $12,814,000 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
Calculations of same store NOI at share, reconciliations of our net (loss) income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.
36


Dispositions
220 CPS
During the three monthsyear ended December 31, 2019,2022, we closed on the sale of 17three condominium units and ancillary amenities at 220 CPS for net proceeds of $565,863,000$88,019,000 resulting in a financial statement net gain of $203,893,000$41,874,000 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, $30,238,000$6,016,000 of income tax expense was recognized on our consolidated statements of income. During the year endedFrom inception to December 31, 2019,2022, we have closed on the sale of 54 condominium109 units at 220 CPSand ancillary amenities for net proceeds of $1,605,356,000$3,094,915,000 resulting in a financial statement net gains of $1,159,129,000. As of December 31, 2022, we are 97% sold.
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 $604,393,000$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 these sales, $101,828,000 of income tax expense was recognized on our consolidated statements of income. From inception to December 31, 2019, we closed on the sale, of 65 units for aggregate net proceeds of $1,820,132,000. During the year ended December 31, 2019, we repaid the remaining $737,000,000 of the $950,000,000 220 CPS loan.
Dispositions
Lexington
On March 1, 2019, we sold all of our 18,468,969 common shares of Lexington, realizing net proceeds of $167,698,000. We recorded a $16,068,000 gain (mark-to-market increase), which is included in "interest and other investment income, net" on our consolidated statements of income for the year endedDecember 31, 2019.
UE
On March 4, 2019, we converted to common shares and sold all of our 5,717,184 partnership units of UE, realizing net proceeds of $108,512,000. The sale resulted inrecognized a net gain of $62,395,000$15,213,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the year ended December 31, 2019.income.


Overview - continued

Dispositions - continued
Fifth Avenue and Times Square JV484-486 Broadway
On April 18, 2019 (the “Closing Date”),December 15, 2022, we entered intosold 484-486 Broadway, a transaction agreement (the “Transaction Agreement”) with a group30,000 square foot retail and residential building for $23,520,000, and realized net proceeds of institutional investors (the “Investors”). The Transaction Agreement provides for a series of transactions (collectively, the “Transaction”) pursuant to which (i) prior to the Closing Date, we contributed our 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”) to subsidiaries of a newly formed joint venture (“Fifth Avenue and Times Square JV”) and (ii) on the Closing Date, transferred a 48.5% common interest in Fifth Avenue and Times Square JV to the Investors. The 48.5% common interest in the joint venture represents an effective 47.2% interest in the Properties (of which 45.4% was transferred from Vornado). The Properties include approximately 489,000 square feet of retail space, 327,000 square feet of office space, signage associated with 1535 and 1540 Broadway, the parking garage at 1540 Broadway and the theater at 1535 Broadway.
We retained the remaining 51.5% common interest in Fifth Avenue and Times Square JV which represents an effective 51.0% interest in the Properties and an aggregate $1.828 billion of preferred equity interests in certain of the properties. We also provided $500,000,000 of temporary preferred equity on 640 Fifth Avenue until May 23, 2019 when mortgage financing was completed. All of the preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.
Net cash proceeds from the Transaction were $1.179 billion, after (i) deductions for the defeasance of a $390,000,000 mortgage loan on 666 Fifth Avenue and the repayment of a $140,000,000 mortgage loan on 655 Fifth Avenue, (ii) proceeds from a $500,000,000 mortgage loan on 640 Fifth Avenue, described below, (iii) approximately $23,000,000 used to purchase noncontrolling investors' interests and (iv) approximately $53,000,000 of transaction costs (including $17,000,000 of costs related to the defeasance of the 666 Fifth Avenue mortgage loan).
We continue to manage and lease the Properties. We share control$22,430,000. In connection with the Investors over major decisions of the joint venture, including decisions regarding leasing, operating and capital budgets, and refinancings. Accordingly,sale, we no longer holdrecognized a controlling financial interest in the Properties which has been transferred to the joint venture. As a result, our investment in Fifth Avenue and Times Square JV is accounted for under the equity method from the date of transfer. The Transaction valued the Properties at $5.556 billion resulting in a financial statement net gain of $2.571 billion, before noncontrolling interest of $11,945,000, including the related step up in our basis of the retained portion of the assets to fair value. The net gain is included in "net gain on transfer to Fifth Avenue and Times Square JV" on our consolidated statements of income for the year ended December 31, 2019. The gain for tax purposes was approximately $735,000,000.
On May 23, 2019, we received $500,000,000 from the redemption of our temporary preferred equity in 640 Fifth Avenue. The temporary preferred equity was redeemed from the proceeds of a $500,000,000 mortgage financing that was completed on the property. The five-year loan,$2,919,000 which is guaranteed by us, is interest-only at LIBOR plus 1.01%. The interest rate was swapped for four years to a fixed rate of 3.07%.
330 Madison Avenue
On July 11, 2019, we sold our 25% interest in 330 Madison Avenue to our joint venture partner. We received net proceeds of approximately $100,000,000 after deducting our share of the existing $500,000,000 mortgage loan resulting in a financial statement net gain of $159,292,000. The net gain is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the year ended December 31, 2019. The gain for tax purposes was approximately $139,000,000.income.
3040 M40 Fulton Street
On September 18, 2019,December 21, 2022, we completed the $49,750,000 sale of 3040 Msold 40 Fulton Street, a 44,000251,000 square foot Manhattan office and retail building, in Washington, DC, which resulted infor $101,000,000, and realized net proceeds of $96,566,000. In connection with the sale, we recognized a net gain of $19,477,000$31,876,000which is included in “net"net gains on disposition of wholly owned and partially owned assets”assets" on our consolidated statements of income for year endedDecember 31, 2019. The gain for tax purposes was approximately $19,000,000.income.
PREITFinancings
100 West 33rd Street
On January 23, 2020, we sold all of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. A $4,938,000loss (mark-to-market decrease) will be recorded in the first quarter of 2020.
Financings
Senior Unsecured Notes
On March 1, 2019, we called for redemption all of our $400,000,000 5.00% senior unsecured notes. The notes, which were scheduled to mature in JanuaryJune 15, 2022, were redeemed on April 1, 2019 at a redemption price of 105.51% of the principal amount plus accrued interest. In connection therewith, we expensed $22,540,000 relating to debt prepayment costs which is included in "interest and debt expense" on our consolidated statements of income for the year ended December 31, 2019.


Overview - continued

Financings - continued
Unsecured Revolving Credit
On March 26, 2019, we increased to $1.5 billion (from $1.25 billion) and extended to March 2024 (as fully extended) from February 2022 one of our two unsecured revolving credit facilities. The interest rate on the extended facility was lowered from LIBOR plus 1.00% to LIBOR plus 0.90%. The facility fee remains unchanged at 20 basis points.
Other Financings
On January 28, 2019, a joint venture in which we have a 45.1% interest, completed a $167,500,000 refinancing of 61 Ninth Avenue, a 166,000 square foot Manhattan office and retail property. The seven-year interest-only loan carries a rate of LIBOR plus 1.35% (3.07%as of December 31, 2019) and matures in January 2026. We realized net proceeds of approximately $31,000,000. The loan replaces the previous $90,000,000 construction loan that bore interest at LIBOR plus 3.05% and was scheduled to mature in December 2021.
On February 4, 2019, we completed a $95,700,000 refinancing of 435 Seventh Avenue, a 43,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.30% (3.00% as of December 31, 2019) and matures in February 2024. The recourse loan replaces the previous $95,700,000 loan that bore interest at LIBOR plus 2.25% and was scheduled to mature in August 2019.
On February 12, 2019, we completed a $580,000,000$480,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot Manhattan propertybuilding comprised of 859,000 square feet of office space and the 256,000255,000 square foot Manhattan Mall.feet of retail space. The interest-only loan carriesbears a rate of LIBORSOFR plus 1.55% (3.25%1.65% (5.96% as of December 31, 2019)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 April 2024,June 2027, with two one-year extension options.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 1.65% and was scheduled to mature in July 2020.
On May 24, 2019, we extended our $375,000,000 mortgage loan on 888 Seventh Avenue, a 885,000 square foot Manhattan office building, from December 2020 to December 2025. The interest rate on the new amortizing mortgage loan is LIBOR plus 1.70% (3.44% as of December 31, 2019). Pursuant to an existing swap agreement, the interest rate on the $375,000,000 mortgage loan has been swapped to 3.25% through December 2020.
On June 28, 2019, a joint venture in which we have a 55% interest, completed a $145,700,000 refinancing of 512 West 22nd Street, a 173,000 square foot Manhattan office building, of which $109,565,000 was outstanding as of December 31, 2019. The four-year interest-only loan carries a rate of LIBOR plus 2.00% (3.72% as of December 31, 2019) and matures in June 2023 with a one-year extension option. The loan replaces the previous $126,000,000 construction loan that bore interest at LIBOR plus 2.65% and was scheduled to mature in November 2019.
On July 25, 2019, a joint venture in which we have a 50% interest, completed a $60,000,000 refinancing of 825 Seventh Avenue, a 165,000 square foot Manhattan office building, of which $31,889,000was outstanding as of December 31, 2019. The interest-only loan carries a rate of LIBOR plus 1.65% (3.40% as of December 31, 2019) and matures in July 2022 with a one-year extension option. The loan replaces the previous $20,500,000 loan that bore interest at LIBOR plus 1.40% and was scheduled to mature in September 2019.
On September 5, 2019, a consolidated joint venture, in which we have a 50% interest, completed a $75,000,000 refinancing of 606 Broadway, a 36,000 square foot Manhattan office and retail building, of which $67,804,000 was outstanding as of December 31, 2019. The interest-only loan carries a rate of LIBOR plus 1.80% (3.52% as of December 31, 2019) and matures in September 2024. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The loan replaces the previous $65,000,000 construction loan. The construction loan bore interest at LIBOR plus 3.00% and was scheduled to mature in May 2021.
On September 27, 2019, we repaid the $575,000,000mortgage loan on PENN2 with proceeds from our unsecured revolving credit facilities. The mortgage loan was scheduled to mature in December 2019. PENN2 is a 1,795,000 square foot (as expanded) Manhattan office building currently under redevelopment.
On November 6, 2019, the Fund completed a $145,075,000 refinancing of Lucida, a 155,000 square foot Manhattan retail and residential property. The three-year interest-only loan carries a rate of LIBOR plus 1.85% (3.54% as of December 31, 2019) with two one-year extension options. The loan replaces the previous $146,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in December 2019.April 2024.
770 Broadway
On November 26, 2019,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% (6.48% as of December 31, 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% (5.47% as of December 31, 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% (5.62% as of December 31, 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 20.1%34.8% interest, completed a $800,000,000 refinancing of 650 Madison Avenue, a 601,000 square foot Manhattan office and retail property.$100,000,000 refinancing. The ten-year interest-only loan carriesbears interest at a fixed rate of 3.49%4.55% and matures in December 2029.September 2032. In connection with the refinancing, we realized net proceeds of $10,500,000. The loan replaces the previous $800,000,000$50,150,000 loan that bore interest at a fixed rate of 4.39%5.71%.
37


Financings - continued
697-703 Fifth Avenue (Fifth Avenue and was scheduled to mature in October 2020.Times Square JV)
On December 23, 2019,21, 2022, the 697-703 Fifth Avenue $450,000,000 non-recourse mortgage loan matured and was not repaid, at which time the lenders declared an event of default. During December 2022, $29,000,000 of property-level funds were applied by the lenders against the principal balance resulting in a joint venture in which we have a 49.9% interest, completed a $85,500,000 refinancing, of which $82,500,000 was outstanding$421,000,000 loan balance as of December 31, 2019,2022. The loan bears default interest at the Prime Rate plus 1.00% (8.50% as of 50-70 West 93rd Street,December 31, 2022). The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a 325-unit Manhattan residential complex. The five-year interest-only loan carries anrestructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations. We do not believe that the resolution of these negotiations will result in further impairment losses on our investment in the Fifth Avenue and Times Square JV.
Interest Rate Hedging Activities
We entered into the following interest rate swap arrangements during the year ended December 31, 2022. See Note 13 - Fair Value Measurements in Part II, Item 8 of LIBOR plus 1.53%,this Annual Report on Form 10-K 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)(1)
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 4.76%09/27S+180

(1)On February 7, 2023, we entered into a forward interest rate swap arrangement for $150,000 of the $800,000 unsecured term loan. The unsecured term loan, which was swapped to a fixed rate of 3.14%, and matures in December 2024. 2027, is subject to various interest rate swap arrangements through August 2027, see below for details:
Swapped BalanceAll-In Swapped RateUnswapped Balance
(bears interest at S+130)
Through 10/23$800,000 4.05%$— 
10/23 through 7/25700,000 4.53%100,000 
7/25 through 10/26550,000 4.36%250,000 
10/26 through 8/2750,000 4.04%750,000 
(2)The remaining $77,800 amortizing mortgage loan replaces the previous $80,000,000 loan that borebalance bears interest at LIBORa floating rate of SOFR plus 1.70% and was scheduled to mature in August 2021, as extended.1.80%.




Overview - continued

Leasing Activity For the Year Ended December 31, 2022
The leasing activity and related statistics in the tables 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.
•894,000 square feet of New York Office space (753,000 square feet at share) at an initial rent of $84.51 per square foot and a weighted average lease term of 8.9 years. The changes in the GAAP and cash mark-to-market rent on the 498,000 square feet of second generation space were positive 9.0% and positive 5.4%, respectively. Tenant improvements and leasing commissions were $11.84 per square foot per annum, or 14.0% of initial rent.
•111,000 square feet of New York Retail space (100,000 square feet at share) at an initial rent of $266.25 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 $22.68 per square foot per annum, or 8.5% of initial rent.
•299,000 square feet at theMART (all at share) at an initial rent of $52.40 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 244,000 square feet of second generation space were negative 4.8% and negative 5.4%, respectively. Tenant improvements and leasing commissions were $10.48 per square foot per annum, or 20.0% of initial rent.
•210,000 square feet at 555 California Street (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.
38
(Square feet in thousands)New York    
 Office Retail theMART 555 California Street
Quarter Ended December 31, 2019:       
Total square feet leased173
 94
 52
 30
Our share of square feet leased117
 73
 52
 21
Initial rent(1)
$101.67
 $233.55
 $50.26
 $94.00
Weighted average lease term (years)6.6
 9.4
 5.0
 5.0
Second generation relet space:       
Square feet54
 52
 50
 21
GAAP basis:       
Straight-line rent(2)
$93.62
 $309.06
 $50.96
 $99.81
Prior straight-line rent$97.06
 $308.17
 $49.41
 $49.77
Percentage (decrease) increase(3.5)% 0.3% 3.1 % 100.5%
Cash basis:       
Initial rent(1)
$94.90
 $335.00
 $50.02
 $94.00
Prior escalated rent$100.06
 $300.90
 $51.21
 $54.49
Percentage (decrease) increase(5.2)% 11.3% (2.3)% 72.5%
Tenant improvements and leasing commissions:       
Per square foot$89.30
 $100.79
 $26.91
 $36.38
Per square foot per annum:$13.53
 $10.72
 $5.38
 $7.28
Percentage of initial rent13.3 % 4.6% 10.7 % 7.7%


Year Ended December 31, 2019:       
Total square feet leased987
 238
 286
 172
Our share of square feet leased793
 207
 286
 120
Initial rent(1)
$82.17
 $175.35
 $49.43
 $88.70
Weighted average lease term (years)7.7
 10.9
 6.1
 6.1
Second generation relet space:       
Square feet553
 171
 280
 115
GAAP basis:       
Straight-line rent(2)
$76.12
 $198.05
 $48.71
 $93.86
Prior straight-line rent$72.18
 $175.46
 $44.01
 $56.93
Percentage increase5.5% 12.9% 10.7% 64.9%
Cash basis:       
Initial rent(1)
$77.51
 $197.12
 $49.25
 $88.54
Prior escalated rent$74.10
 $179.49
 $47.08
 $64.11
Percentage increase4.6% 9.8% 4.6% 38.1%
Tenant improvements and leasing commissions:       
Per square foot$83.82
 $68.59
 $33.87
 $53.93
Per square foot per annum:$10.89
 $6.29
 $5.55
 $8.84
Percentage of initial rent13.3% 3.6% 11.2% 10.0%
____________________Square footage (in service) and Occupancy as of December 31, 2022
(Square feet in thousands) Square Feet (in service) 
 Number of
properties		Total
Portfolio		Our
Share		Occupancy %
New York:    
Office30(1)18,724 16,028 91.9 %
Retail (includes retail properties that are in the base of our office properties)56(1)2,289 1,851 74.4 %
Residential - 1,976 units(2)
6(1)1,499 766 96.7 %(2)
Alexander's62,241 726 96.4 %(2)
24,753 19,371 90.4 %
Other:    
theMART43,635 3,626 81.6 %
555 California Street31,819 1,273 94.7 %
Other112,532 1,197 92.6 %
  7,986 6,096  
Total square feet at December 31, 2022 32,739 25,467  
________________________________________
See notes on the following page.


Overview - continued

Leasing Activity – continued
(Square feet in thousands)New York    
 Office Retail theMART 555 California Street
Year Ended December 31, 2018:       
Total square feet leased1,827
 255
 243
 249
Our share of square feet leased:1,627
 236
 243
 174
Initial rent(1)
$79.03
 $171.25
 $53.47
 $89.28
Weighted average lease term (years)9.6
 5.5
 5.8
 10.3
Second generation relet space:       
Square feet1,347
 216
 232
 62
GAAP basis:       
Straight-line rent(2)
$81.57
 $180.01
 $54.11
 $104.06
Prior straight-line rent$60.99
 $232.98
 $44.77
 $77.46
Percentage increase (decrease)33.7% (22.7)% 20.9% 34.3%
Cash basis:       
Initial rent(1)
$79.22
 $164.74
 $53.49
 $97.28
Prior escalated rent$64.59
 $166.35
 $47.48
 $85.77
Percentage increase (decrease)22.7% (1.0)% 12.7% 13.4%
Tenant improvements and leasing commissions:       
Per square foot$92.69
 $59.17
 $17.63
 $94.98
Per square foot per annum:$9.66
 $10.76
 $3.04
 $9.22
Percentage of initial rent12.2% 6.3 % 5.7% 10.3%

(1)Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
(2)Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, and includes the effect of free rent and periodic step-ups in rent.


Overview - continued

below.
Square footage (in service) and Occupancy as of December 31, 2019:2021
(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's62,218 719 95.6 %(2)
25,445 20,086 91.3 %
Other:
theMART43,692 3,683 88.9 %
555 California Street31,818 1,273 93.8 %
Other112,489 1,154 92.8 %
7,999 6,110 
Total square feet at December 31, 202133,444 26,196 

(Square feet in thousands)  Square Feet (in service)  
 
Number of
properties
 
Total
Portfolio
 
Our
Share
 Occupancy %
New York:       
Office35
 19,070
 16,195
 96.9%
Retail (includes retail properties that are in the base of our office properties)70
 2,300
 1,842
 94.5%
Residential - 1,679 units9
 1,526
 793
 97.0%
Alexander's, including 312 residential units7
 2,230
 723
 96.5%
Hotel Pennsylvania1
 1,400
 1,400
  
   26,526
 20,953
 96.7%
        
Other: 
      
theMART4
 3,826
 3,817
 94.6%
555 California Street3
 1,741
 1,218
 99.8%
Other10
 2,533
 1,198
 92.7%
  
 8,100
 6,233
  
        
Total square feet at December 31, 2019 
 34,626
 27,186
  
Square footage (in service)(1)Reflects the Office, Retail and OccupancyResidential space within our 71 and 76 total New York properties as of December 31, 2018:2022 and 2021, respectively.
(2)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and occupancy.
39
(Square feet in thousands)  Square Feet (in service)  
 
Number of
properties
 
Total
Portfolio
 
Our
Share
 Occupancy %
New York:       
Office36
 19,858
 16,632
 97.2%
Retail (includes retail properties that are in the base of our office properties)71
 2,648
 2,419
 97.3%
Residential - 1,687 units10
 1,533
 800
 96.6%
Alexander's, including 312 residential units7
 2,437
 790
 91.4%
Hotel Pennsylvania1
 1,400
 1,400
  
   27,876
 22,041
 97.0%
        
Other: 
      
theMART3
 3,694
 3,685
 94.7%
555 California Street3
 1,743
 1,220
 99.4%
Other10
 2,522
 1,187
 92.8%
  
 7,959
 6,092
  
        
Total square feet at December 31, 2018 
 35,835
 28,133
  




Critical Accounting Policies

Estimates
In preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. ActualAccounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results could differ from those estimates. Set forth belowof operations. Below is a summary of the critical accounting policies that we believe are critical toestimates used in the preparation of our consolidated financial statements. The summary should be read in conjunction with the more completeA discussion of our accounting policies is included in Note 2 - Basis of Presentation and Significant Accounting Policies, Note 3 - Revenue Recognition and Note 20 - Leases to our consolidated financial statements in this Annual Report on Form 10-K.
Acquisitions of Real Estate
Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets.
Upon the acquisition of real estate, we assess whether the transaction should be accounted for as an asset acquisition or as a business combination. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. Our acquisitions of real estate generally will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related identified intangible assets).
We assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors includingsuch as historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite livesconditions and make key assumptions regarding the discount and capitalization rates used in our analyses. The use of different assumptions to value the acquired properties and allocate value between land and building could affect the revenues recognized over the period they are expected to contribute directly or indirectly to the future cash flowsterms of the property or business acquired.
As of December 31, 2019 and 2018, the carrying amounts of real estate, net of accumulated depreciation and amortization, were $10.1 billion and $13.1 billion, respectively. As of December 31, 2019 and 2018, the carrying amounts of identified intangible assets (including acquired above-market leases tenant relationships and acquired in-place leases) were $30,965,000 and $136,781,000, respectively,at our properties and the carrying amounts of identified intangible liabilities, a component of “deferred revenue”expenses recognized over the property's estimated remaining useful life on our consolidated balance sheets, were $53,539,000statements of income.
Impairment Analyses for Investments in Real Estate and $161,594,000, respectively.Unconsolidated Partially Owned Entities
Our investments in consolidated properties, including any related right-of-use assets and intangible assets, and unconsolidated partially owned entities are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. AnFor our unconsolidated partially owned entities, we consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary during our intended holding period. Assessing impairment exists whencan be complex and involves a high degree of subjectivity in determining if impairment indicators are present and in estimating the carrying amountfuture undiscounted cash flows or the fair value of an asset. In particular, these estimates are sensitive to significant assumptions, including the estimation of future rental revenues, operating expenses, capital expenditures, discount rates and capitalization rates and our intent and ability to hold the related asset, all of which could be affected by our expectations about future market or economic conditions. These estimates can have a significant impact on the undiscounted cash flows or estimated fair value of an asset exceedsand could thereby affect the aggregate projected future cash flows overvalue of our real estate investments on our consolidated balance sheets as well as any potential impairment losses recognized on our consolidated statements of income.
During the anticipated holding periodyear ended December 31, 2022, we recognized non-cash impairment losses totaling $595,488,000, net of noncontrolling interests of $6,822,000, on an undiscounted basis. An impairment loss is measured basedcertain wholly owned and partially owned assets. See Note 5 - Investments in Partially Owned Entities and Note 13 - Fair Value Measurements to our consolidated financial statements in this Annual Report on the excess of the property’s carrying amount over its estimated fair value. Form 10-K for further details.
Impairment analyses are based on our current plans, intended holding periods andinformation available market information at the time the analyses are prepared. If our estimatesEstimates of the projected future cash flows or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows isare subjective and isare based, in part, on estimates and assumptions regarding future occupancy, rental revenues, operating expenses, capital expenditures, discount rates capital requirements,and capitalization rates and discount rates that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
Partially Owned Entities
We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider (i) whether the entity is a variable interest entity (“VIE”) in which we are the primary beneficiary or (ii) whether the entity is a voting interest entity in which we have a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Investments that do not qualify for consolidation or equity method accounting are accounted for under the cost method.


Critical Accounting Policies - continued


Partially Owned Entities - continued
Investments in partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value below the carrying value and we conclude such decline is other-than-temporary. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. The ultimate realization of our investments in partially owned entities is dependent on a number of factors, including the performance of each investment and market conditions. If our estimates of the projected future cash flows, the nature of development activities for properties for which such activities are planned and the estimated fair value of the investment change based on market conditions or otherwise, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on estimates and assumptions regarding future occupancy, rental rates, capital requirements, capitalization rates and discount rates that could differ materially from actual results.
As of December 31, 2019 and 2018, the carrying amounts of investments in partially owned entities were $4.0 billion and $0.9 billion, respectively.
Collectability Assessments for Revenue Recognition
We have the following revenue sources and revenue recognition policies:
Rental revenues include revenues from the leasing of space at our properties to tenants, lease termination income, revenues from the Hotel Pennsylvania, trade shows and tenant services.
◦Revenues from the leasing of space at our properties to tenants includes (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of common area maintenance expenses, and (ii) reimbursement of real estate taxes and insurance expenses. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component. Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain of being exercised. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred.
◦Lease termination income is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term.
◦Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when the rooms are made available for the guest.
◦Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows when the trade show booths are made available for use by the exhibitors.
◦Tenant services revenue arises from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred.
Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities and includes Building Maintenance Services LLC (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred.
We assess,evaluate on an individual lease basis whether it is probable that we will collect the future lease payments. We consider the tenant's payment historysubstantially all amounts due from our tenants and current credit status when assessing collectability. When collectability is not deemed probable, we write off the tenant's receivables, including straight-line rent receivables, and limit lease income to cash received. Changes torecognize changes in the collectability assessment of our operating leases are recorded as adjustments to "rental revenues"rental revenue. Management exercises judgment in assessing collectability of tenant receivables and considers payment history, current credit status, publicly available information about the financial condition of the tenant, the impact of COVID-19 on our consolidated statements of income. If ourtenants’ businesses, and other factors. Our assessment of the collectability of revenue changes, thetenant receivables can have a significant impact on the rental revenue recognized in our consolidated financial statements could be material.of income.
Income Taxes
Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90%of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100%of its REIT taxable income and therefore, no provision for Federal income taxes is required. If Vornado fails to distribute the required amount of income to its shareholders, or fails to meet other REIT requirements, it may fail to qualify as a REIT which may result in substantial adverse tax consequences.
Recent Accounting Pronouncements
See Note 2 – Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning recent accounting pronouncements.

40


NOI At Share by Segment for the Years Ended December 31, 20192022 and 20182021
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 years ended December 31, 20192022 and 2018.2021.
(Amounts in thousands)For the Year Ended December 31, 2022
TotalNew YorkOther
Total revenues$1,799,995 $1,449,442 $350,553 
Operating expenses(873,911)(716,148)(157,763)
NOI - consolidated926,084 733,294 192,790 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(70,029)(45,566)(24,463)
Add: NOI from partially owned entities305,993 293,780 12,213 
NOI at share1,162,048 981,508 180,540 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(10,980)(18,509)7,529 
NOI at share - cash basis$1,151,068 $962,999 $188,069 
(Amounts in thousands)For the Year Ended December 31, 2021
TotalNew YorkOther
Total revenues$1,589,210 $1,257,599 $331,611 
Operating expenses(797,315)(626,386)(170,929)
NOI - consolidated791,895 631,213 160,682 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(69,385)(38,980)(30,405)
Add: NOI from partially owned entities310,858 300,721 10,137 
NOI at share1,033,368 892,954 140,414 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other1,318 (1,188)2,506 
NOI at share - cash basis$1,034,686 $891,766 $142,920 
41
(Amounts in thousands)For the Year Ended December 31, 2019
 Total 
New York(1)
 Other
Total revenues$1,924,700
 $1,577,860
 $346,840
Operating expenses(917,981) (758,304) (159,677)
NOI - consolidated1,006,719
 819,556
 187,163
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(69,332) (40,896) (28,436)
Add: NOI from partially owned entities322,390
 294,168
 28,222
NOI at share1,259,777
 1,072,828
 186,949
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,060) (12,318) 6,258
NOI at share - cash basis$1,253,717
 $1,060,510
 $193,207

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

(Amounts in thousands)For the Year Ended December 31, 2018
 Total New York Other
Total revenues$2,163,720
 $1,836,036
 $327,684
Operating expenses(963,478) (806,464) (157,014)
NOI - consolidated1,200,242
 1,029,572
 170,670
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(71,186) (48,490) (22,696)
Add: NOI from partially owned entities253,564
 195,908
 57,656
NOI at share1,382,620
 1,176,990
 205,630
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(44,704) (45,427) 723
NOI at share - cash basis$1,337,916
 $1,131,563
 $206,353






NOI At Share by Segment for the Years Ended December 31, 20192022 and 20182021 - continued
The elements of our New York and Other NOI at share for the years ended December 31, 20192022 and 20182021 are summarized below.
(Amounts in thousands)For the Year Ended December 31,(Amounts in thousands)For the Year Ended December 31,
2019 201820222021
New York:   New York:
Office(1)
$724,526
 $743,001
Retail(1)
273,217
 353,425
OfficeOffice$718,686 $677,167 
RetailRetail205,753 173,363 
Residential23,363
 23,515
Residential19,600 17,783 
Alexander's44,325
 45,133
Alexander's37,469 37,318 
Hotel Pennsylvania7,397
 11,916
Hotel Pennsylvania(1)
Hotel Pennsylvania(1)
— (12,677)
Total New York1,072,828
 1,176,990
Total New York981,508 892,954 
   
Other:   Other:
theMART(2)
102,071
 90,929
theMART(2)
96,906 58,909 
555 California Street59,657
 54,691
555 California Street65,692 64,826 
Other investments(3)
25,221
 60,010
Other investmentsOther investments17,942 16,679 
Total Other186,949
 205,630
Total Other180,540 140,414 
   
NOI at share$1,259,777
 $1,382,620
NOI at share$1,162,048 $1,033,368 

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2)2019 includes $11,131 of tenant reimbursement revenue related to real estate tax expense accrued in 2018.
(3)The year ended December 31, 2018 includes $20,032 from PREIT (accounted for as a marketable security beginning March 12, 2019), $12,145 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and $11,822 from UE (sold on March 4, 2019).
See notes below.
The elements of our New York and Other NOI at share - cash basis for the years ended December 31, 20192022 and 20182021 are summarized below.
(Amounts in thousands)For the Year Ended December 31,
20222021
New York:
Office$715,407 $686,507 
Retail188,846 160,801 
Residential18,214 16,656 
Alexander's40,532 40,525 
Hotel Pennsylvania(1)
— (12,723)
Total New York962,999 891,766 
Other:
theMART(2)
101,912 64,389 
555 California Street67,813 60,680 
Other investments18,344 17,851 
Total Other188,069 142,920 
NOI at share - cash basis$1,151,068 $1,034,686 

(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 Hotel Pennsylvania site.
(2)Increase primarily due to (i) prior period accrual adjustments recorded in 2022 related to changes in the tax-assessed value and property tax rate of theMART and (ii) an increase in tradeshow activity in 2022 compared to 2021.
42
(Amounts in thousands)For the Year Ended December 31,
 2019 2018
New York:   
Office(1)
$718,734
 $726,108
Retail(1)
267,655
 324,219
Residential21,894
 22,076
Alexander's45,093
 47,040
Hotel Pennsylvania7,134
 12,120
Total New York1,060,510
 1,131,563
    
Other:   
theMART(2)
108,130
 94,070
555 California Street60,156
 53,488
Other investments(3)
24,921
 58,795
Total Other193,207
 206,353
    
NOI at share - cash basis$1,253,717
 $1,337,916

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2)2019 includes $11,131 of tenant reimbursement revenue related to real estate tax expense accrued in 2018.
(3)The year ended December 31, 2018 includes $19,767 from PREIT (accounted for as a marketable security beginning March 12, 2019), $12,025 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and $10,428 from UE (sold on March 4, 2019).



Reconciliation of Net (Loss) Income to NOI At Share and NOI At Share - Cash Basis for the Years Ended December 31, 20192022 and 20182021
Below is a reconciliation of net (loss) income to NOI at share and NOI at share - cash basis for the years ended December 31, 2022 and 2021.
(Amounts in thousands)For the Year Ended December 31,
20222021
Net (loss) income$(382,612)$207,553 
Depreciation and amortization expense504,502 412,347 
General and administrative expense133,731 134,545 
Impairment losses, transaction related costs and other31,722 13,815 
Loss (income) from partially owned entities461,351 (130,517)
Income from real estate fund investments(3,541)(11,066)
Interest and other investment income, net(19,869)(4,612)
Interest and debt expense279,765 231,096 
Net gains on disposition of wholly owned and partially owned assets(100,625)(50,770)
Income tax expense (benefit)21,660 (10,496)
NOI from partially owned entities305,993 310,858 
NOI attributable to noncontrolling interests in consolidated subsidiaries(70,029)(69,385)
NOI at share1,162,048 1,033,368 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(10,980)1,318 
NOI at share - cash basis$1,151,068 $1,034,686 
(Amounts in thousands)For the Year Ended December 31,
 2019 2018
Net income$3,334,262
 $422,603
Depreciation and amortization expense419,107
 446,570
General and administrative expense169,920
 141,871
Transaction related costs, impairment losses and other106,538
 31,320
Income from partially owned entities(78,865) (9,149)
Loss from real estate fund investments104,082
 89,231
Interest and other investment income, net(21,819) (17,057)
Interest and debt expense286,623
 347,949
Net gain on transfer to Fifth Avenue and Times Square JV(2,571,099) —
Purchase price fair value adjustment—
 (44,060)
Net gains on disposition of wholly owned and partially owned assets(845,499) (246,031)
Income tax expense103,439
 37,633
Loss (income) from discontinued operations30
 (638)
NOI from partially owned entities322,390
 253,564
NOI attributable to noncontrolling interests in consolidated subsidiaries(69,332) (71,186)
NOI at share1,259,777
 1,382,620
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,060) (44,704)
NOI at share - cash basis$1,253,717
 $1,337,916
NOI At Share by Region
For the Year Ended December 31,
20222021
Region:
New York City metropolitan area86 %88 %
Chicago, IL8 %6 %
San Francisco, CA6 %6 %
100 %100 %
43
 For the Year Ended December 31,
 2019 2018
Region:   
New York City metropolitan area87% 89%
Chicago, IL8% 7%
San Francisco, CA5% 4%
 100% 100%



Results of Operations – Year Ended December 31, 2019 Compared to December 31, 2018
Revenues
Our revenues, which consist of rental revenues and fee and other income, were $1,924,700,000 for the year ended December 31, 2019 compared to $2,163,720,000 in the prior year, a decrease of $239,020,000. Below are the details of the (decrease) increase by segment:
(Amounts in thousands)     
(Decrease) increase due to:Total New York Other
Rental revenues:     
Acquisitions, dispositions and other$(8,877) $(8,195) $(682)
Development and redevelopment(17,613) (17,991) 378
Hotel Pennsylvania(4,034) (4,034) —
Trade shows(1,959) —
 (1,959)
Properties transferred to Fifth Avenue and Times Square JV(208,360) (208,360) —
Same store operations732
 (20,406)
(1) 
21,138
 (240,111) (258,986) 18,875
      
Fee and other income:   
  
 
BMS cleaning fees4,317
 4,270
 47
Management and leasing fees218
 1,491
 (1,273)
Properties transferred to Fifth Avenue and Times Square JV(833) (833) —
Other income(2,611) (4,118) 1,507
 1,091
 810
 281
      
Total (decrease) increase in revenues$(239,020) $(258,176) $19,156

(1)Primarily due to (i) $9,882 of lower acquired below-market lease amortization in 2019 as a result of Old Navy's lease modification at 150 West 34th Street, and (ii) $5,967 from the non-cash write-off of straight-line rent receivables related to Topshop at 478-486 Broadway in 2019.


Results of Operations – Year Ended December 31, 20192022 Compared to December 31, 2018 - continued2021
Expenses
Revenues
Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative, expense from deferred compensation plan liability, and transaction related costs, impairment losses and other,revenues were $1,625,155,000$1,799,995,000 for the year ended December 31, 20192022 compared to $1,580,759,000$1,589,210,000 in the prior year, an increase of $44,396,000.$210,785,000. Below are the details of the increase by segment:
(Amounts in thousands)    
Increase (decrease) due to:TotalNew York Other
Rental revenues:    
Acquisitions, dispositions and other$10,750 $10,750 $— 
Development and redevelopment69,357 69,357 — 
Trade shows(1)
13,187 — 13,187 
Same store operations89,860 90,840 (980)
 183,154 170,947 12,207 
Fee and other income: 
BMS cleaning fees17,893 19,639 (1,746)
Management and leasing fees(686)(532)(154)
Other income10,424 1,789 8,635 
 27,631 20,896 6,735 
Total increase in revenues$210,785 $191,843 $18,942 

See notes below.
Expenses
Our expenses were $1,534,249,000 for the year ended December 31, 2022 compared to $1,367,869,000 in the prior year, an increase of $166,380,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands)   
Increase (decrease) due to:TotalNew YorkOther
Operating:   
Acquisitions, dispositions and other$1,555 $1,555 $— 
Development and redevelopment28,652 27,804 848 
Non-reimbursable expenses27,555 28,685 (1,130)
Trade shows(1)
2,607 — 2,607 
Hotel Pennsylvania(2)
(12,677)(12,677)— 
BMS expenses16,312 18,058 (1,746)
Same store operations12,592 26,337 (13,745)
 76,596 89,762 (13,166)
Depreciation and amortization:
Acquisitions, dispositions and other63,366 63,366 — 
Development and redevelopment32,823 32,823 — 
Same store operations(4,034)(4,932)898 
 92,155 91,257 898 
General and administrative(814)(2,143)1,329 
Benefit from deferred compensation plan liability(19,464)— (19,464)
Impairment losses, transaction related costs and other17,907 12,819 (3)5,088 
Total increase (decrease) in expenses$166,380 $191,695 $(25,315)

(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 Hotel Pennsylvania site.
(3)Primarily due to an increase in impairment losses on wholly owned street retail assets ($19,098 in 2022 and $7,880 in 2021).
44
(Amounts in thousands) 
  
  
 
Increase (decrease) due to:Total New York Other 
Operating: 
  
  
 
Acquisitions, dispositions and other$(1,659) $(3,901) $2,242
 
Development and redevelopment(4,831) (5,480) 649
 
Non-reimbursable expenses(14,190) (13,222) (968) 
Hotel Pennsylvania495
 495
 —
 
Trade shows535
 —
 535
 
BMS expenses3,188
 3,141
 47
 
Properties transferred to Fifth Avenue and Times Square JV(41,583) (41,583) —
 
Same store operations12,548
 12,390
 158
 
 (45,497) (48,160) 2,663
 
       
Depreciation and amortization:      
Acquisitions, dispositions and other598
 586
 12
 
Development and redevelopment(6,454) (6,683) 229
 
Properties transferred to Fifth Avenue and Times Square JV(56,545) (56,545) —
 
Same store operations34,938
 31,636
 3,302
 
 (27,463) (31,006) 3,543
 
       
General and administrative28,049
(1) 
19,376
 8,673
 
       
Expense from deferred compensation plan liability14,089
 —
 14,089
 
       
Transaction related costs, impairment losses and other75,218
 75,846
(2) 
(628) 
       
Total increase in expenses$44,396
 $16,056
 $28,340
 

____________________
(1)
2019 includes (i) $10,447 of non-cash stock-based compensation expense for the time-based equity compensation granted in connection with the new leadership group announced in April 2019 (additional non-cash expense associated with these awards will be $9,603 in each of 2020 and 2021, $7,718 in 2022 and $2,655 in 2023), (ii) $8,477 of non-cash stock-based compensation expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement for participants who have reached 65 years of age, and (iii) $5,538 of previously capitalized internal leasing costs as a result of the January 1, 2019 adoption of Accounting Standard Update 2016-02, Leases, under which internal leasing costs can no longer be capitalized.
(2)
2019 includes $101,925 of non-cash impairment losses and related write-offs, primarily 608 Fifth Avenue, partially offset by (i) $12,000 non-cash impairment loss in 2018 and (ii) $13,103 additional New York City real property transfer tax ("Transfer Tax") recognized in the first quarter of 2018 related to the acquisition of Independence Plaza. The joint venture that owns Independence Plaza, in which we have a 50.1% economic interest, recognized this expense based on the precedent established by the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision regarding One Park Avenue. See Note 4 - Real Estate Fund Investments to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this matter.




Results of Operations – Year Ended December 31, 20192022 Compared to December 31, 20182021 - continued
(Loss) Income from Partially Owned Entities
Below are the components of (loss) income (loss) from partially owned entitiesentities.
(Amounts in thousands)Percentage Ownership at December 31, 2022For the Year Ended December 31,
 20222021
Our share of net (loss) income:   
Fifth Avenue and Times Square JV:
Non-cash impairment loss(1)
51.5%$(489,859)$— 
Equity in net income55,248 47,144 
Return on preferred equity, net of our share of the expense37,416 37,416 
(397,195)84,560 
Partially owned office buildings(2)
Various(110,261)6,384 
Alexander's(3)
32.4%22,973 40,121 
Other investments(4)
Various23,132 (548)
$(461,351)$130,517 

(1)See Note 5 - Investments in Partially Owned Entities to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
(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. 2022 includes a $93,353 impairment loss on our investment in 650 Madison Avenue.
(3)2021 includes our $11,620 share of net gain on the years ended December 31, 2019sale of the Paramus, New Jersey property to IKEA Property, Inc., and 2018.our $2,956 share of net gain on the sale of a parcel of land in the Bronx, New York.
(4)Includes interests in Independence Plaza, Rosslyn Plaza and others. 2022 includes $17,185 of net gains from dispositions of two investments.
(Amounts in thousands)Percentage
Ownership at
December 31, 2019		 For the Year Ended December 31,
  2019 2018
Our share of net income (loss):     
Fifth Avenue and Times Square JV(1):
     
Equity in net income51.5% $31,130
 $—
Return on preferred equity, net of our share of the expense  27,586
 —
   58,716
 —
Alexander's(2)
32.4% 23,779
 15,045
Partially owned office buildings(3)
Various (3,443) (3,085)
Other investments(4)
Various (187) (2,811)
   $78,865
 $9,149
____________________
(1)
The year ended December 31, 2019 includes our 51.5% ownership in the Fifth Avenue and Times Square JV since April 2019. See Note 6 - Investments in Partially Owned Entities to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
(2)
2018 includes our $7,708 share of Alexander's additional Transfer Tax related to the November 2012 sale of Kings Plaza Regional Shopping Center. Alexander's recorded this expense based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue. See Note 4 - Real Estate Fund Investments to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this matter.
(3)
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue (sold on July 11, 2019), 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others. 2018 includes our $4,978 share of additional Transfer Tax related to the March 2011 acquisition of One Park Avenue. See Note 4 - Real Estate Fund Investments to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information regarding this matter.
(4)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), UE (sold on March 4, 2019), PREIT (accounted for as a marketable security from March 12, 2019) and others.
LossIncome from Real Estate Fund Investments 
Below areis a summary of income from the componentsVornado Capital Partners Real Estate Fund (“the Fund”) and the Crowne Plaza Times Square Hotel Joint Venture.
(Amounts in thousands)For the Year Ended December 31,
 20222021
Previously recorded unrealized loss on exited investments$59,396 $— 
Realized (loss) income on exited investments(54,255)1,364 
Net unrealized (loss) income on held investments(7,730)3,257 
Net investment income6,130 6,445 
Income from real estate fund investments3,541 11,066 
Less income attributable to noncontrolling interests in consolidated subsidiaries(1,870)(7,309)
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$1,671 $3,757 
Interest and Other Investment Income, net
The following table sets forth the details of the loss from our real estate fund investments for the years ended December 31, 2019interest and 2018.other investment income, net.
(Amounts in thousands)For the Year Ended December 31,
 20222021
Interest on cash and cash equivalents and restricted cash$7,553 $284 
Amortization of discount on investments in U.S. Treasury bills7,075 — 
Interest on loans receivable5,006 2,517 
Other, net235 1,811 
$19,869 $4,612 
(Amounts in thousands)For the Year Ended December 31, 
 2019 2018 
Net investment income$2,027
 $6,105
 
Net unrealized loss on held investments(106,109) (83,794) 
Net realized loss on exited investments—
 (912) 
Transfer tax—
 (10,630)
(1) 
Loss from real estate fund investments(104,082) (89,231) 
Less loss attributable to noncontrolling interests in consolidated subsidiaries55,274
 61,230
 
Loss from real estate fund investments net of controlling interests in consolidated subsidiaries(2)
$(48,808) $(28,001) 
45
____________________
(1)Due to the additional Transfer Tax related to the March 2011 acquisition of One Park Avenue which was recognized as a result of the Tax Tribunal decision in the first quarter of 2018. We appealed the Tax Tribunal's decision to the New York State Supreme Court, Appellate Division, First Department ("Appellate Division"). Our appeal was heard on April 2, 2019. On April 25, 2019, the Appellate Division entered a unanimous decision and order that confirmed the decision of the Tax Tribunal and dismissed our appeal. On June 20, 2019, we filed a motion to reargue the Appellate Division's decision or for leave to appeal to the New York State Court of Appeals. That motion was denied on December 12, 2019 and can no longer be appealed.
(2)2018 includes $4,252 of loss related to One Park Avenue additional transfer taxes and reduction in carried interest.



Results of Operations – Year Ended December 31, 20192022 Compared to December 31, 20182021 - continued
Interest and Other Investment Income, net
Below are the components of interest and other investment, net for the years ended December 31, 2019 and 2018.
(Amounts in thousands)For the Year Ended December 31,
 2019 2018
Interest on cash and cash equivalents and restricted cash$13,380
 $15,827
Interest on loans receivable(1)
6,326
 10,298
Decrease in fair value of marketable securities(5,533) (26,453)
Dividends on marketable securities3,938
 13,339
Other, net3,708
 4,046
 $21,819
 $17,057
____________________
(1)2018 includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us.

Interest and Debt Expense
Interest and debt expense was $286,623,000$279,765,000 for the year ended December 31, 2019,2022, compared to $347,949,000$231,096,000 in the prior year, a decreasean increase of $61,326,000.$48,669,000. This decrease was primarily due to (i) $30,245,000$52,926,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, and (ii) $19,235,000 of lower capitalized interest and debt expense, partially offset by (iii) $23,729,000 of lower interest expense resulting fromrelating to defeasance costs, of which $7,119,000 is attributable to noncontrolling interest, in connection with the repaymentrefinancing of 1290 Avenue of the 220 CPS loan, (ii) $30,029,000 of lower interest expense resulting from the deconsolidation of mortgages payable of the properties contributed to Fifth Avenue and Times Square JVAmericas in April 2019, (iii) $15,137,000 of lower interest from the redemption of the $400,000,000 5.00% senior unsecured notes in April 2019, and (iv) $13,077,000 lower capital lease interest due to the acquisition of the fee interest in 1535 Broadway in September 2018, partially offset by (v) $22,540,000 of expense from debt prepayment costs relating to redemption of the senior unsecured notes, and (vi) $5,457,000 of higher interest from the interest rate swap on our $750,000,000 unsecured term loan.2021.
Net Gain on Transfer to Fifth Avenue and Times Square JV
In April 2019, we recognized a $2,571,099,000 net gain from the transfer of common equity in the properties contributed to Fifth Avenue and Times Square JV, including the related step-up in our basis of the retained portion of the assets to fair value.
Purchase Price Fair Value Adjustment
The purchase price fair value adjustment of $44,060,000 for the year ended December 31, 2018 represents the difference between the estimated fair market value and the book basis of our 50.1% interest in the joint venture that is developing the Farley Office and Retail Building as a result of our increased ownership in the joint venture to 95.0% from 50.1%.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
Net gains on disposition of wholly owned and partially owned assets of $845,499,000$100,625,000 for the year ended December 31, 20192022, primarily consists of (i) $604,393,000 of net gains on sale of 220 CPS condominium units, (ii) $159,292,000 net gain on sale of our 25% interest in 330 Madison Avenue, (iii) $62,395,000 net gain$41,874,000 from the sale of all of our UE partnershipthree condominium units and (iv) $19,477,000 net gain onancillary amenities at 220 CPS, (ii) $31,876,000 from the sale of 3040 M Street.40 Fulton Street, (iii) $15,213,000 from the sale of Center Building located at 33-00 Northern Boulevard in Long Island City, New York, (iv) $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 (v) $2,919,000 from the sale of 484-486 Broadway. Net gains on disposition of $246,031,000wholly owned and partially owned assets of $50,770,000 for the year ended December 31, 20182021, primarily consists of (i) $134,032,000 net gain ongains from the sale of our 49.5% interests in 666 Fifth Avenue Office Condominium, (ii) $81,224,000 net gain on sale of 220 CPS condominium units (iii) $23,559,000 net gain on sale of 27 Washington Square North, and (iv) $7,308,000 net gain from repayment of our interest on the mortgage loan on 666 Fifth Avenue Office Condominium.ancillary amenities at 220 CPS.
Income Tax Expense(Expense) Benefit
ForIncome tax expensewas $21,660,000 for the year ended December 31, 2019, we had income tax expense of $103,439,000,2022, compared to $37,633,000a benefit of $10,496,000 in the prior year, an increase in expense of $65,806,000.$32,156,000. This increase was primarily due to $87,940,000 of higher income tax expense on the sale of 220 CPS condominium units, partially offset by $16,771,000 of(i) additional expense in the year ended December 31, 2018 due2022 from book to the $44,060,000 purchase price fair value adjustmenttax differences on on our investment in The Farley Building and (ii) a higher tax benefit recognized as a result ofby our increased ownershiptaxable REIT subsidiaries in the Farley Office and Retail Building joint venture.


Results of Operations – Year Ended December 31, 2019 Compared to December 31, 2018 - continued
(Loss) Income from Discontinued Operations
Loss from discontinued operations for the year ended December 31, 2019 was $30,0002021 compared to income of $638,000 in the prior year, a decrease in income of $668,000.2022.
Net Loss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net loss attributable to noncontrolling interests in consolidated subsidiaries was $24,547,000$5,737,000 for the year ended December 31, 2019,2022, compared to $53,023,000net income of $24,014,000 in the prior year, a decrease in income of $28,476,000.$29,751,000. This decrease resulted primarily from (i) $11,945,000 net gain on transfer to Fifth Avenue and Times Square JV attributable to noncontrolling interests for the year ended December 31, 2019, (ii) $6,538,000 of additional Transfer Tax allocated to noncontrolling interests related to the acquisition of Independence Plaza for the year ended December 31, 2018, and (iii) $5,956,000 of lowera net loss allocatedin 2022 subject to allocation to the noncontrolling interests of our real estate fund investments,non-wholly owned consolidated subsidiaries compared to net income in 2021.
Net IncomeLoss (Income) Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net incomeloss attributable to noncontrolling interests in the Operating Partnership was $210,872,000$30,376,000 for the year ended December 31, 2019,2022, compared to $25,672,000net income of $7,540,000 in the prior year, an increasea decrease in income of $185,200,000. The increase$37,916,000. This resulted primarily from highera net incomeloss in 2022 subject to allocation to third party Class A unitholders duecompared to the net gain on transfer to Fifth Avenue and Times Square JV.income in 2021.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $50,131,000$62,116,000 for the year ended December 31, 2019,2022, compared to $50,636,000$65,880,000 in the prior year, a decreaseof $505,000. $3,764,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $50,296,000$62,231,000 for the year ended December 31, 2019,2022, compared to $50,830,000$66,035,000 in the prior year, a decrease of $534,000. $3,804,000.
Preferred Share/Unit Issuance Costs
ForPreferred share/unit issuance costs for the year ended December 31, 2018, we recognized preferred share/unit2021 were $9,033,000 representing the previously capitalized issuance costs of $14,486,000 representing the write-off of issuance costswhich were expensed upon thecalling for redemption of all the outstanding Series G and Series IK cumulative redeemable preferred shares/units in January 2018.September 2021.

46


Results of Operations – Year Ended December 31, 20192022 Compared to December 31, 20182021 - continued
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 20192022 compared to December 31, 2018.2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share for the year ended December 31, 2022$1,162,048 $981,508 $96,906 $65,692 $17,942 
Less NOI at share from:
Change in ownership interest in One Park Avenue(13,370)(13,370)— — — 
Dispositions(9,494)(9,494)— — — 
Development properties(69,779)(69,779)— — — 
Other non-same store income, net(26,701)(8,557)(202)— (17,942)
Same store NOI at share for the year ended December 31, 2022$1,042,704 $880,308 $96,704 $65,692 $— 
NOI at share for the year ended December 31, 2021$1,033,368 $892,954 $58,909 $64,826 $16,679 
Less NOI at share from:
Dispositions(13,512)(13,512)— — — 
Development properties(31,291)(30,443)— (848)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,677 12,677 — — — 
Other non-same store income, net(27,774)(11,095)— — (16,679)
Same store NOI at share for the year ended December 31, 2021$973,468 $850,581 $58,909 $63,978 $— 
Increase in same store NOI at share$69,236 $29,727 $37,795 $1,714 $— 
% increase in same store NOI at share7.1 %3.5 %64.2 %2.7 %— %
47
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the year ended December 31, 2019$1,259,777
 $1,072,828
 $102,071
 $59,657
 $25,221
 Less NOI at share from:         
 Acquisitions(334) (334) —
 —
 —
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,479) (5,479) —
 —
 —
 Dispositions(7,420) (7,420) —
 —
 —
 Development properties(54,099) (54,099) —
 —
 —
 Other non-same store (income) expense, net(33,028) (5,585) (2,635) 413
 (25,221)
Same store NOI at share for the year ended December 31, 2019$1,159,417
 $999,911
 $99,436
 $60,070
 $—
          
NOI at share for the year ended December 31, 2018$1,382,620
 $1,176,990
 $90,929
 $54,691
 $60,010
 Less NOI at share from:         
 Acquisitions(121) (121) —
 —
 —
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(84,020) (84,020) —
 —
 —
 Dispositions(14,949) (14,949) —
 —
 —
 Development properties(74,720) (74,720) —
 —
 —
 Other non-same store (income) expense, net(72,930) (7,825) (5,155) 60
 (60,010)
Same store NOI at share for the year ended December 31, 2018$1,135,880
 $995,355
 $85,774
 $54,751
 $—
          
Increase in same store NOI at share for the year ended December 31, 2019 compared to December 31, 2018$23,537
 $4,556
 $13,662
 $5,319
 $—
           
% increase in same store NOI at share2.1% 0.5%
(1) 
15.9%
(2) 
9.7% —%

____________________
(1)Excluding Hotel Pennsylvania, same store NOI at share increased by 0.9%.
(2)
Primarily due to $11,131 of tenant reimbursement revenue received in 2019 related to real estate tax expense accrued in 2018.


Results of Operations – Year Ended December 31, 20192022 Compared to December 31, 20182021 - 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 year ended December 31, 20192022 compared to December 31, 2018.2021.
(Amounts in thousands)TotalNew YorktheMART555 California StreetOther
NOI at share - cash basis for the year ended December 31, 2022$1,151,068 $962,999 $101,912 $67,813 $18,344 
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue(10,111)(10,111)— — — 
Dispositions(8,719)(8,719)— — — 
Development properties(47,846)(47,846)— — — 
Other non-same store income, net(28,211)(9,665)(202)— (18,344)
Same store NOI at share - cash basis for the year ended December 31, 2022$1,056,181 $886,658 $101,710 $67,813 $— 
NOI at share - cash basis for the year ended December 31, 2021$1,034,686 $891,766 $64,389 $60,680 $17,851 
Less NOI at share - cash basis from:
Dispositions(13,469)(13,469)— — — 
Development properties(32,453)(31,605)— (848)— 
Hotel Pennsylvania (permanently closed on April 5, 2021)12,723 12,723 — — — 
Other non-same store income, net(32,789)(14,938)— — (17,851)
Same store NOI at share - cash basis for the year ended December 31, 2021$968,698 $844,477 $64,389 $59,832 $— 
Increase in same store NOI at share - cash basis$87,483 $42,181 $37,321 $7,981 $— 
% increase in same store NOI at share - cash basis9.0 %5.0 %58.0 %13.3 %— %
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the year ended December 31, 2019$1,253,717
 $1,060,510
 $108,130
 $60,156
 $24,921
 Less NOI at share - cash basis from:         
 Acquisitions(266) (266) —
 —
 —
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,183) (5,183) —
 —
 —
 Dispositions(8,219) (8,219) —
 —
 —
 Development properties(64,359) (64,359) —
 —
 —
 Other non-same store (income) expense, net(52,594) (24,892) (2,973) 192
 (24,921)
Same store NOI at share - cash basis for the year ended December 31, 2019$1,123,096
 $957,591
 $105,157
 $60,348
 $—
           
NOI at share - cash basis for the year ended December 31, 2018$1,337,916
 $1,131,563
 $94,070
 $53,488
 $58,795
 Less NOI at share - cash basis from:         
 Acquisitions(121) (121) —
 —
 —
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(79,427) (79,427) —
 —
 —
 Dispositions(14,764) (14,764) —
 —
 —
 Development properties(81,137) (81,137) —
 —
 —
 Other non-same store (income) expense, net(78,119) (14,011) (5,373) 60
 (58,795)
Same store NOI at share - cash basis for the year ended December 31, 2018$1,084,348
 $942,103
 $88,697
 $53,548
 $—
          
Increase in same store NOI at share - cash basis for the year ended December 31, 2019 compared to December 31, 2018$38,748
 $15,488
 $16,460
 $6,800
 $—
          
% increase in same store NOI at share - cash basis3.6% 1.6%
(1) 
18.6%
(2) 
12.7% —%
____________________
(1)Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 2.2%.
(2)
Primarily due to $11,131 of tenant reimbursement revenue received in 2019 related to real estate tax expense accrued in 2018.


Supplemental Information
NOI At Share by Segment for the Three Months Ended December 31, 2019 and 2018
Below is a summary of NOI at share by segment for the three months ended December 31, 2019 and 2018.
(Amounts in thousands)For the Three Months Ended December 31, 2019
 Total 
New York(1)
 Other
Total revenues$460,968
 $377,626
 $83,342
Operating expenses(223,975) (184,231) (39,744)
NOI - consolidated236,993
 193,395
 43,598
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(17,417) (9,885) (7,532)
Add: NOI from partially owned entities85,990
 82,774
 3,216
NOI at share305,566
 266,284
 39,282
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,590) (8,577) 1,987
NOI at share - cash basis$298,976
 $257,707
 $41,269

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(Amounts in thousands)For the Three Months Ended December 31, 2018
 Total New York Other
Total revenues$543,417
 $466,554
 $76,863
Operating expenses(254,320) (206,696) (47,624)
NOI - consolidated289,097
 259,858
 29,239
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(19,771) (13,837) (5,934)
Add: NOI from partially owned entities60,205
 49,178
 11,027
NOI at share329,531
 295,199
 34,332
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(5,532) (6,266) 734
NOI at share - cash basis$323,999
 $288,933
 $35,066



Supplemental Information - continued

NOI At Share by Segment for the Three Months Ended December 31, 2019 and 2018 - continued
The elements of our New York and Other NOI at share for the three months ended December 31, 2019 and 2018 are summarized below.
(Amounts in thousands)For the Three Months Ended December 31,
 2019 2018
New York:   
Office(1)
$183,925
 $186,832
Retail(1)
59,728
 85,549
Residential5,835
 5,834
Alexander's10,626
 11,023
Hotel Pennsylvania6,170
 5,961
Total New York266,284
 295,199
    
Other:   
theMART(2)
22,712
 10,981
555 California Street14,533
 14,005
Other investments(3)
2,037
 9,346
Total Other39,282
 34,332
    
NOI at share$305,566
 $329,531

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2)
The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
(3)The three months ended December 31, 2018 includes $4,683 from PREIT (accounted for as a marketable security beginning March 12, 2019) and $3,198 from UE (sold on March 4, 2019).
The elements of our New York and Other NOI at share - cash basis for the three months ended December 31, 2019 and 2018 are summarized below.
(Amounts in thousands)For the Three Months Ended December 31,
 2019 2018
New York:   
Office(1)
$180,762
 $185,624
Retail(1)
54,357
 80,515
Residential5,763
 5,656
Alexander's10,773
 11,129
Hotel Pennsylvania6,052
 6,009
Total New York257,707
 288,933
    
Other:   
theMART(2)
24,646
 12,758
555 California Street14,491
 13,784
Other investments(3)
2,132
 8,524
Total Other41,269
 35,066
    
NOI at share - cash basis$298,976
 $323,999

(1)Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
(2)
The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
(3)The three months ended December 31, 2018 includes $4,612 from PREIT (accounted for as a marketable security beginning March 12, 2019) and $2,320 from UE (sold on March 4, 2019).


Supplemental Information - continued

Reconciliation of Net Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended December 31, 2019 and 2018
(Amounts in thousands)For the Three Months Ended December 31,
 2019 2018
Net income$160,676
 $97,821
Depreciation and amortization expense92,926
 112,869
General and administrative expense39,791
 32,934
Transaction related costs, impairment losses and other3,223
 14,637
Income from partially owned entities(22,726) (3,090)
Loss from real estate fund investments90,302
 51,258
Interest and other investment income, net(5,889) (7,656)
Interest and debt expense59,683
 83,175
Purchase price fair value adjustment—
 (44,060)
Net gains on disposition of wholly owned and partially owned assets(203,835) (81,203)
Income tax expense22,897
 32,669
Income from discontinued operations(55) (257)
NOI from partially owned entities85,990
 60,205
NOI attributable to noncontrolling interests in consolidated subsidiaries(17,417) (19,771)
NOI at share305,566
 329,531
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,590) (5,532)
NOI at share - cash basis$298,976
 $323,999
NOI At Share by Region
 For the Three Months Ended December 31,
 2019 2018
Region:   
New York City metropolitan area88% 92%
Chicago, IL7% 3%
San Francisco, CA5% 5%
 100% 100%



Supplemental Information - continued

Three Months Ended December 31, 2019 Compared to December 31, 2018
Same Store Net Operating Income At Share
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2019 compared to December 31, 2018.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the three months ended December 31, 2019$305,566
 $266,284
 $22,712
 $14,533
 $2,037
 Less NOI at share from:         
 Acquisitions(122) (122) —
 —
 —
 Dispositions(62) (62) —
 —
 —
 Development properties(16,082) (16,082) —
 —
 —
 Other non-same store (income) expense, net(8,164) (5,969) (172) 14
 (2,037)
Same store NOI at share for the three months ended December 31, 2019$281,136
 $244,049
 $22,540
 $14,547
 $—
          
NOI at share for the three months ended December 31, 2018$329,531
 $295,199
 $10,981
 $14,005
 $9,346
 Less NOI at share from:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(28,683) (28,683) —
 —
 —
 Dispositions(3,614) (3,614) —
 —
 —
 Development properties(21,797) (21,811) —
 14
 —
 Other non-same store (income) expense, net(13,041) (3,291) (463) 59
 (9,346)
Same store NOI at share for the three months ended December 31, 2018$262,396
 $237,800
 $10,518
 $14,078
 $—
          
Increase in same store NOI at share for the three months ended December 31, 2019 compared to December 31, 2018$18,740
 $6,249
 $12,022
 $469
 $—
           
% increase in same store NOI at share7.1% 2.6%
(1) 
114.3%
(2) 
3.3% —%
____________________
(1)Excluding Hotel Pennsylvania, same store NOI at share remained unchanged.
(2)
The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.


Supplemental Information - continued

Three Months Ended December 31, 2019 Compared to December 31, 2018 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART,555 California Street and other investments for the three months ended December 31, 2019 compared to December 31, 2018.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended December 31, 2019$298,976
 $257,707
 $24,646
 $14,491
 $2,132
 Less NOI at share - cash basis from:         
 Acquisitions(54) (54) —
 —
 —
 Dispositions(66) (66) —
 —
 —
 Development properties(16,948) (16,948) —
 —
 —
 Other non-same store income, net(9,736) (7,373) (172) (59) (2,132)
Same store NOI at share - cash basis for the three months ended December 31, 2019$272,172
 $233,266
 $24,474
 $14,432
 $—
           
NOI at share - cash basis for the three months ended December 31, 2018$323,999
 $288,933
 $12,758
 $13,784
 $8,524
 Less NOI at share - cash basis from:         
 Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(27,243) (27,243) —
 —
 —
 Dispositions(3,870) (3,870) —
 —
 —
 Development properties(24,090) (24,104) —
 14
 —
 Other non-same store (income) expense, net(13,400) (4,416) (520) 60
 (8,524)
Same store NOI at share - cash basis for the three months ended December 31, 2018$255,396
 $229,300
 $12,238
 $13,858
 $—
          
Increase in same store NOI at share - cash basis for the three months ended December 31, 2019 compared to December 31, 2018$16,776
 $3,966
 $12,236
 $574
 $—
          
% increase in same store NOI at share - cash basis6.6% 1.7%
(1) 
100.0%
(2) 
4.1% —%
____________________
(1)Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 1.8%.
(2)The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.


Supplemental Information - continued

NOI At Share by Segment for the Three Months Ended December 31, 2019 and September 30, 2019
Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended December 31, 2019 and September 30, 2019.
(Amounts in thousands)For the Three Months Ended December 31, 2019
 Total New York Other
Total revenues$460,968
 $377,626
 $83,342
Operating expenses(223,975) (184,231) (39,744)
NOI - consolidated236,993
 193,395
 43,598
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(17,417) (9,885) (7,532)
Add: NOI from partially owned entities85,990
 82,774
 3,216
NOI at share305,566
 266,284
 39,282
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,590) (8,577) 1,987
NOI at share - cash basis$298,976
 $257,707
 $41,269
(Amounts in thousands)For the Three Months Ended September 30, 2019
 Total New York Other
Total revenues$465,961
 $380,568
 $85,393
Operating expenses(226,359) (188,159) (38,200)
NOI - consolidated239,602
 192,409
 47,193
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(18,096) (9,574) (8,522)
Add: NOI from partially owned entities86,024
 82,649
 3,375
NOI at share307,530
 265,484
 42,046
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(4,037) (5,560) 1,523
NOI at share - cash basis$303,493
 $259,924
 $43,569


Supplemental Information - continued

NOI At Share by Segment for the Three Months Ended December 31, 2019 and September 30, 2019 - continued
The elements of our New York and Other NOI at share for the three months ended December 31, 2019 and September 30, 2019 are summarized below.
(Amounts in thousands)For the Three Months Ended
 December 31, 2019 September 30, 2019
New York:   
Office$183,925
 $177,469
Retail59,728
 68,159
Residential5,835
 5,575
Alexander's10,626
 11,269
Hotel Pennsylvania6,170
 3,012
Total New York266,284
 265,484
    
Other:   
theMART22,712
 24,862
555 California Street14,533
 15,265
Other investments2,037
 1,919
Total Other39,282
 42,046
    
NOI at share$305,566
 $307,530

The elements of our New York and Other NOI at share - cash basis for the three months ended December 31, 2019 and September 30, 2019 are summarized below.
(Amounts in thousands)For the Three Months Ended
 December 31, 2019 September 30, 2019
New York:   
Office$180,762
 $174,796
Retail54,357
 65,636
Residential5,763
 5,057
Alexander's10,773
 11,471
Hotel Pennsylvania6,052
 2,964
Total New York257,707
 259,924
    
Other:   
theMART24,646
 26,588
555 California Street14,491
 15,325
Other investments2,132
 1,656
Total Other41,269
 43,569
    
NOI at share - cash basis$298,976
 $303,493


Supplemental Information - continued

Reconciliation of Net Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended December 31, 2019 and September 30, 2019
(Amounts in thousands)For the Three Months Ended
 December 31, 2019 September 30, 2019
Net income$160,676
 $363,849
Depreciation and amortization expense92,926
 96,437
General and administrative expense39,791
 33,237
Transaction related costs, impairment losses and other3,223
 1,576
Income from partially owned entities(22,726) (25,946)
Loss (income) from real estate fund investments90,302
 (2,190)
Interest and other investment income, net(5,889) (3,045)
Interest and debt expense59,683
 61,448
Net gains on disposition of wholly owned and partially owned assets(203,835) (309,657)
Income tax expense22,897
 23,885
(Income) loss from discontinued operations(55) 8
NOI from partially owned entities85,990
 86,024
NOI attributable to noncontrolling interests in consolidated subsidiaries(17,417) (18,096)
NOI at share305,566
 307,530
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,590) (4,037)
NOI at share - cash basis$298,976
 $303,493


Supplemental Information - continued

Three Months Ended December 31, 2019 Compared to September 30, 2019
Same Store Net Operating Income At Share
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2019 compared to September 30, 2019.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share for the three months ended December 31, 2019$305,566
 $266,284
 $22,712
 $14,533
 $2,037
 Less NOI at share from:         
 Acquisitions(118) (118) —
 —
 —
 Dispositions(62) (62) —
 —
 —
 Development properties(16,087) (16,087) —
 —
 —
 Other non-same store (income) expense, net(8,103) (5,968) (172) 74
 (2,037)
Same store NOI at share for the three months ended December 31, 2019$281,196
 $244,049
 $22,540
 $14,607
 $—
          
NOI at share for the three months ended September 30, 2019$307,530
 $265,484
 $24,862
 $15,265
 $1,919
 Less NOI at share from:         
 Dispositions(262) (262) —
 —
 —
 Development properties(19,429) (19,429) —
 —
 —
 Other non-same store (income) expense, net(11,254) (8,877) (532) 74
 (1,919)
Same store NOI at share for the three months ended September 30, 2019$276,585
 $236,916
 $24,330
 $15,339
 $—
          
Increase (decrease) in same store NOI at share for the three months ended December 31, 2019 compared to September 30, 2019$4,611
 $7,133
 $(1,790) $(732) $—
           
% increase (decrease) in same store NOI at share1.7% 3.0%
(1) 
(7.4)% (4.8)% —%
____________________
(1)Excluding Hotel Pennsylvania, same store NOI at share increased by 1.7%.



Supplemental Information - continued

Three Months Ended December 31, 2019 Compared to September 30, 2019 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2019 compared to September 30, 2019.
(Amounts in thousands)Total New York theMART 555 California Street Other
NOI at share - cash basis for the three months ended December 31, 2019$298,976
 $257,707
 $24,646
 $14,491
 $2,132
 Less NOI at share - cash basis from:         
 Acquisitions(49) (49) —
 —
 —
 Dispositions(66) (66) —
 —
 —
 Development properties(16,952) (16,952) —
 —
 —
 Other non-same store income, net(9,678) (7,374) (172) —
 (2,132)
Same store NOI at share - cash basis for the three months ended December 31, 2019$272,231
 $233,266
 $24,474
 $14,491
 $—
           
NOI at share - cash basis for the three months ended September 30, 2019$303,493
 $259,924
 $26,588
 $15,325
 $1,656
 Less NOI at share - cash basis from:         
 Dispositions(693) (693) —
 —
 —
 Development properties(24,641) (24,641) —
 —
 —
 Other non-same store income, net(12,701) (10,174) (871) —
 (1,656)
Same store NOI at share - cash basis for the three months ended September 30, 2019$265,458
 $224,416
 $25,717
 $15,325
 $—
          
Increase (decrease) in same store NOI at share - cash basis for the three months ended December 31, 2019 compared to September 30, 2019$6,773
 $8,850
 $(1,243) $(834) $—
          
% increase (decrease) in same store NOI at share - cash basis2.6% 3.9%
(1) 
(4.8)% (5.4)% —%
____________________
(1)Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 2.6%.

Related Party Transactions
See Note 2322 - Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning related party transactions.
48


Liquidity and Capital Resources
RentalOur cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to our shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development and redevelopment costs. The sources of liquidity to fund these cash requirements include rental revenue, which is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to shareholders and distributions to unitholders of the Operating Partnership, as well as acquisition and development costs. Other sources of liquidity to fund cash requirements includeproperties; proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.
WeAs of December 31, 2022, we have $3.4 billion of liquidity comprised of $1.0 billion of cash and cash equivalents and restricted cash, $472 millionof 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 increase in interest rates and inflation and the continuing effect of 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 equity offerings.
We expect to generate net cash of approximately $2 billion resulting from the sales of 100% of the 220 CPS residential condominium units, including $1 billion of after-tax net gain, of which $569,901,000 was recognized in our consolidated statements of income from inception to December 31, 2019. As of December 31, 2019, 91% of the condominium units are sold or under sales contracts, with closings scheduled through 2020.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.
Dividends
OnSummary of Cash Flows
Cash and cash equivalents and restricted cash was $1,021,157,000 at December 18, 2019, Vornado's Board31, 2022, a $909,194,000 decrease from the balance at December 31, 2021.
Our cash flow activities are summarized as follows:
(Amounts in thousands)For the Year Ended December 31,Increase (Decrease) in Cash Flow
 20222021
Net cash provided by operating activities$798,944 $761,806 $37,138 
Net cash used in investing activities(906,864)(532,347)(374,517)
Net cash used in financing activities(801,274)(29,477)(771,797)
Operating Activities
Net cash provided by operating activities primarily consists of Trustees declaredcash 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 year ended December 31, 2022, net cash provided by operating activities of $798,944,000 was comprised of $711,610,000 of cash from operations, including distributions of income from partially owned entities of $184,501,000 and return of capital from real estate fund investments of $5,141,000, and a special dividendnet increase of $1.95 per share$87,334,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.

49

Liquidity and Capital Resources - continued
Summary of Cash Flows - continued
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 Year Ended December 31, (Decrease) Increase in Cash Flow
20222021
Purchase of U.S. Treasury bills$(1,066,096)$— $(1,066,096)
Development costs and construction in progress(737,999)(585,940)(152,059)
Proceeds from maturities of U.S. Treasury bills597,499 — 597,499 
Proceeds from sales of real estate373,264 100,024 273,240 
Additions to real estate(159,796)(149,461)(10,335)
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South88,019 137,404 (49,385)
Distributions of capital from partially owned entities34,417 106,005 (71,588)
Investments in partially owned entities(33,172)(14,997)(18,175)
Acquisitions of real estate and other(3,000)(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 $39,370 of cash and restricted cash balances consolidated upon acquisition)— (123,936)123,936 
Proceeds from repayments of loan receivables— 1,554 (1,554)
Net cash used in investing activities$(906,864)$(532,347)$(374,517)
Financing Activities
Net cash flow used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders of record on December 30, 2019 (the "Record Date"). On January 15, 2020, $372,380,000 of cash was paid to Vornado's common shareholders and $25,912,000 of cash was paid to non-affiliated unitholders of the Operating Partnership foras well as principal and other repayments associated with our outstanding debt.
The following table details the special dividend.net cash used in financing activities:
(Amounts in thousands)For the Year Ended December 31,Increase (Decrease) in Cash Flow
20222021
Repayments of borrowings$(1,251,373)$(1,584,243)$332,870 
Proceeds from borrowings1,029,773 3,248,007 (2,218,234)
Dividends paid on common shares/Distributions to Vornado(406,562)(406,109)(453)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(84,699)(190,876)106,177 
Dividends paid on preferred shares/Distributions to preferred unitholders(62,116)(65,880)3,764 
Debt issuance costs(32,706)(51,184)18,478 
Contributions from noncontrolling interests in consolidated subsidiaries5,609 4,052 1,557 
Proceeds received from exercise of Vornado stock options and other885 899 (14)
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other(85)(1,567)1,482 
Purchase of marketable securities in connection with defeasance of mortgage payable— (973,729)973,729 
Redemption of preferred shares/units— (300,000)300,000 
Proceeds from the issuance of preferred shares/units— 291,153 (291,153)
Net cash used in financing activities$(801,274)$(29,477)$(771,797)
50

Liquidity and Capital Resources - continued
Dividends
On January 15, 2020,18, 2023, Vornado declared a quarterly common dividend of $0.66$0.375 per share (an indicated annual rate of $2.64 $1.50per common share). This dividend, if declared by the Board of Trustees for all of 2020,2023, would require Vornadothe Operating Partnership to pay outdistribute (i) approximately $504,000,000$288,000,000 of cash to Vornado for distribution to its common share dividends. In addition,shareholders and (ii) $22,000,000 of cash to third party Class A unitholders. Additionally, during 2020,2023, Vornado expects to pay approximately $50,000,000$62,000,000 of cash dividends on outstanding preferred shares and approximately $35,000,000 of cash distributions to unitholders of the Operating Partnership.shares.

Liquidity and Capital Resources - continued
Financing Activities and Contractual ObligationsDebt
We have an effective shelf registration for the offering of our equity and debt securities that is not limited in amount due to our status as a “well-known seasoned issuer.” We have issued senior unsecured notes from a shelf registration statement that contain financial covenants that restrict our ability to incur debt, and that require us to maintain a level of unencumbered assets based on the level of our secured debt. Our unsecured revolving credit facilities and unsecured term loan 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.BBB-. Our unsecured revolving credit facilities and unsecured term loan also contain customary conditions precedent to borrowing, including representations and warranties, and contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal. As of December 31, 2019,2022, we are in compliance with all of the financial covenants required by our senior unsecured notes, and our unsecured revolving credit facilities.
As of December 31, 2019, we had $1,515,012,000of cash and cash equivalents and $2,159,120,000 of borrowing capacity under our unsecured revolving credit facilities net of letters of credit of $15,880,000. and our unsecured term loan.
A summary of our consolidated debt as of December 31, 20192022 and 20182021 is presented below.
(Amounts in thousands)As of December 31, 2022As of December 31, 2021
Consolidated debt:Balance
Weighted
Average
Interest Rate(1)
Balance
Weighted
Average
Interest Rate(1)
Fixed rate$6,145,000 3.59%$4,140,000 3.06%
Variable rate2,307,615 5.67%4,534,215 1.59%
Total8,452,615 4.16%8,674,215 2.29%
Deferred financing costs, net and other(63,572) (58,268)
Total, net$8,389,043  $8,615,947 

(1)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
(Amounts in thousands)As of December 31, 2019 As of December 31, 2018
Consolidated debt:Balance 
Weighted
Average
Interest Rate
 Balance 
Weighted
Average
Interest Rate
Variable rate$1,643,500
 3.09% $3,292,382
 4.31%
Fixed rate5,801,516
 3.57% 6,603,465
 3.65%
Total7,445,016
 3.46% 9,895,847
 3.87%
Deferred financing costs, net and other(38,407)   (59,226)  
Total, net$7,406,609
   $9,836,621
  
Our consolidated outstanding debt, net of deferred financing costsDuring 2023 and other, was $7,406,609,000 at December 31, 2019, a $2,430,012,000 decrease from the balance at December 31, 2018. During 20202024, $21,600,000 and 2021, $450,000,000 and $2,326,516,000,$396,415,000, respectively, of our outstanding consolidated debt matures; wematures, assuming the exercise of as-of-right extension options. We may refinance this maturing debt as it comes due or choose to repay it using cash and cash equivalents or our unsecured revolving credit facilities. We may also refinance or prepay other outstanding debt depending 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.
Below is a schedule of our contractual obligations and commitments at December 31, 2019.
(Amounts in thousands)  
Less than
1 Year
      
Contractual cash obligations(1) (principal and interest(2)):
Total  1 – 3 Years 3 – 5 Years Thereafter
Notes and mortgages payable$6,190,143
 $1,719,730
 $2,812,979
 $886,033
 $771,401
Operating leases1,206,060
 28,192
 60,351
 62,636
 1,054,881
Purchase obligations, primarily construction commitments679,579
 558,568
 121,011
 —
 —
Senior unsecured notes due 2025529,406
 15,750
 31,500
 31,500
 450,656
Unsecured term loan866,233
 29,038
 58,076
 779,119
 —
Revolving credit facilities618,596
 14,260
 26,911
 577,425
 —
Other obligations(3) 
556,852
 6,991
 14,673
 16,139
 519,049
Total contractual cash obligations$10,646,869
 $2,372,529
 $3,125,501
 $2,352,852
 $2,795,987
Commitments:         
Capital commitments to partially owned entities$12,643
 $12,643
 $—
 $—
 $—
Standby letters of credit15,880
 15,880
 —
 —
 —
Total commitments$28,523
 $28,523
 $—
 $—
 $—
____________________
(1)Excludes committed tenant-related obligations as timing and amounts of payments are uncertain and may only be due upon satisfactory performance of certain conditions.
(2)Interest on variable rate debt is computed using rates in effect at December 31, 2019.
(3)Represents rent and fixed payments in lieu of real estate taxes due to Empire State Development ("ESD"), an entity of New York State, for the Farley Office and Retail Building.



Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations – continued
Details of 20192022 financing activities are provided in the “Overview” of Management’s Discussion and Analysis of Financial ConditionsCondition and Results of Operations. Details
The contractual principal and interest repayments schedule of 2018 financing activities are discussed below.our consolidated debt as of December 31, 2022 is as follows:
Preferred Securities
(Amounts in thousands)TotalLess than 1 Year1 – 3 Years3 – 5 YearsThereafter
Notes and mortgages payable$7,125,211 $285,403 $1,788,462 $2,451,226 $2,600,120 
Senior unsecured notes due 2025482,156 15,750 466,406 — — 
Senior unsecured notes due 2026429,431 8,600 17,200 403,631 — 
Senior unsecured notes due 2031450,224 11,900 23,800 23,800 390,724 
Unsecured term loan976,841 34,700 73,162 868,979 — 
Revolving credit facilities686,833 22,598 45,258 618,977 — 
Total contractual principal(1) and interest(2) repayments
$10,150,696 $378,951 $2,414,288 $4,366,613 $2,990,844 

On January 4 and 11, 2018, we redeemed all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/ units at their redemption price of $25.00 per share/unit, or $470,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption, and expensed $14,486,000 of previously capitalized issuance costs.
Unsecured Term Loan
On October 26, 2018, we extended our $750,000,000 unsecured term loan from October 2020 to February 2024. The interest rate(1)Based on the extended unsecured term loan was lowered from LIBOR plus 1.15% to LIBOR plus 1.00%. In connection with the extensioncontractual maturity of our unsecured term loan, we entered into anloans, including as-of-right extension options, as of December 31, 2022.
(2)Estimated interest for variable rate swap fromdebt based on the 1-month LIBOR plus 1.00% to a fixed rateor Term SOFR curve available as of 3.87% through October 2023.
Secured Debt
On January 5, 2018, we completed a $100,000,000 refinancing of 33-00 Northern Boulevard (Center Building), a 471,000 square foot office building in Long Island City, New York. The seven-year loan is at LIBOR plus 1.80%, which was swapped to a fixed rate of 4.14%. We realized net proceeds of approximately $37,200,000 after repayment of the existing 4.43% $59,800,000 mortgage and closing costs.
On April 19, 2018, the joint venture between the Fund and the Crowne Plaza Joint Venture completed a $255,000,000 refinancing of the Crowne Plaza Times Square Hotel. The interest-only loan is at LIBOR plus 3.53% and matures in May 2020 with three one-year extension options. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The Crowne Plaza Times Square Hotel was previously encumbered by a $310,000,000 interest-only mortgage at LIBOR plus 2.80%, which was scheduled to mature in December 2018.
On June 11, 2018, the joint venture that owns Independence Plaza, a three-building 1,327-unit Manhattan residential complex completed a $675,000,000 refinancing of Independence Plaza. The seven-year interest-only loan matures in July 2025 and has a fixed rate of 4.25%. Our share of net proceeds, after repayment of the existing 3.48% $550,000,000 mortgage and closing costs, was $55,618,000.
On August 9, 2018, we completed a $120,000,000 refinancing of 4 Union Square South, a 206,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.40% and matures in 2025, as extended. The property was previously encumbered by a $113,000,000 mortgage at LIBOR plus 2.15%, which was scheduled to mature in 2019.
On November 16, 2018, we completed a $205,000,000 refinancing of 150 West 34th Street, a 78,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.88% and matures in 2024, as extended. Concurrently, we invested $105,000,000 in a participation in the refinanced mortgage loan, which earns interest at a rate of LIBOR plus 2.00% and also matures in 2024, as extended, and is included in "other assets" on our consolidated balance sheets. The property was previously encumbered by a mortgage of the same amount at LIBOR plus 2.25%, which was scheduled to mature in 2020.
Off-Balance Sheet Arrangements
Our off‑balance sheet arrangements consist primarily of our investments in joint ventures. All debt of our joint venture arrangements is non-recourse to us except for the mortgage loans secured by 640 Fifth Avenue and 7 West 34th Street, which we guaranteed and therefore are part of our tax basis. Our off-balance sheet arrangements are discussed in Note 6 - Investments in Partially Owned Entities and Note 22 - Commitments and Contingencies in our consolidated financial statements in this Annual Report on Form 10-K.31, 2022.
51

Liquidity and Capital Resources –- continued
Certain Future Cash Requirements
Capital Expenditures
The following table summarizes anticipated 2020 capital expenditures.
(Amounts in millions, except per square foot data)Total New York theMART 555 California Street
Expenditures to maintain assets$113.0
 $90.0
 $18.0
 $5.0
Tenant improvements143.0
 128.0
 15.0
 —
Leasing commissions47.0
 42.0
 5.0
 —
Total recurring tenant improvements, leasing commissions and other capital expenditures$303.0
 $260.0
 $38.0
 $5.0
        
Square feet budgeted to be leased (in thousands)  2,000
 400
 —
Weighted average lease term (years)  10.0
 8.5
 —
Tenant improvements and leasing commissions:       
Per square foot  $85.00
 $50.00
 $—
Per square foot per annum  8.50
 6.00
 —
The table above excludes anticipatedCapital expenditures consist of expenditures to maintain and improve assets, tenant improvement allowances and leasing commissions. During 2023, we expect to incur $250,000,000 of capital expenditures of each offor our consolidated properties. We plan to fund these capital expenditures from operating cash flow, existing liquidity, and/or borrowings. Our partially owned non-consolidated subsidiaries as these entitiestypically fund their capital expenditures without any additional equity contributionscontribution from us.

Development and Redevelopment Expenditures
220 CPSDevelopment 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 detailed discussion below for our current development and redevelopment projects.
We are constructing a residential condominium tower containing 397,000 salablePENN District
The Farley Building
Our 95% joint venture (5% is owned by the Related Companies ("Related")) is completing the development of The Farley Building, which includes approximately 846,000 rentable square feet at 220 CPS.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 (exclusive of land cost of $515.4 million) is estimated to be approximately $1.450 billion,$1,120,000,000 at our 95% share, of which $1.373 billion$1,111,493,000 of cash has been expended as of December 31, 2019.2022.
Penn DistrictPENN 1
We are redeveloping PENN1,PENN 1, a 2,545,0002,546,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. TheIn 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"). Skanska USA Civil Northeast, Inc. is performing the redevelopment under a fixed price contract for $396,000,000 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 thisour PENN 1 project is estimated to be $325,000,000,$450,000,000, of which $69,006,000$375,810,000 of cash has been expended as of December 31, 2019.2022.
PENN 2
We are redeveloping PENN2,PENN 2, a1,795,000 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 $40,820,000$393,126,000 of cash has been expended as of December 31, 2019.2022.
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 PennPENN District. The development cost of these improvements is estimated to be $100,000,000, of which $6,314,000$41,776,000 of cash has been expended as of December 31, 2019.
Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies ("Related")) is developing the Farley Office and Retail Building (the "Project"), which will include approximately 844,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 114,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $1,030,000,000. As of December 31, 2019, $597,600,000 has been expended.
The joint venture has entered into a development agreement with ESD to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies.
On December 19, 2019, we paid Kmart Corporation $34,000,000, of which $10,000,000 is expected to be reimbursed, to early terminate their 141,000 square foot retail space lease at PENN1 which was scheduled to expire in January 2036.
We recently entered into a development agreement with Metropolitan Transportation Authority to oversee the development of the Long Island Rail Road 33rd Street entrance at Penn Station which Skanska USA Civil Northeast, Inc. will construct under a fixed price contract for $120,805,000.






Liquidity and Capital Resources – continued
Development and Redevelopment Expenditures - continued
Other
We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $50,000,000, of which our share is $35,000,000. As of December 31, 2019, $48,087,000 has been expended, of which our share is $33,661,000.
We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of December 31, 2019, $23,128,000 has been expended, of which our share is $11,564,000.2022.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the Penn District.PENN District and 350 Park Avenue.
There can be no assurance that the above projects will be completed, completed on schedule or within budget.
Other Obligations
We have contractual cash obligations for certain properties that are subject to long-term ground and building leases. During 2023, $46,847,000 of lease payments are due, including fair market rent resets accounted for as variable rent. For 2024 and thereafter, we have $2,509,517,000 of future lease payments. We believe that our operating cash flow will be adequate to fund these lease payments.
52

Liquidity and Capital Resources - continued
Insurance
For our properties, except the Farley Office and Retail Building, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $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.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 $1,430,413$1,774,525 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.
ForCertain condominiums in which we own an interest (including the Farley Office and Retail Building, weCondominiums) maintain general liability insurance policies with limits of $100,000,000different per occurrence and builder’s risk insurance including coverage for existing property and development activities of $2.8 billion per occurrence and in the aggregate. We maintain coverage for certified and non-certified terrorism acts withaggregate limits of $1.0 billion per occurrence and in the aggregate.than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

Liquidity and Capital Resources – continued
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us. 
In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guarantee. guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on January 31, 2023, the Court of Appeal affirmed the lower court’s 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 ESD, an entity of New York State, for theThe Farley Office and Retail Building. As of December 31, 2019,2022, the aggregate dollar amount of these guarantees and master leases is approximately $1,524,000,000.$1,553,000,000.
As of December 31, 2019, $15,880,0002022, $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.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.

53
The
Liquidity and Capital Resources - continued
Other Commitments and Contingencies - continued
Our 95% consolidated joint venture in which we own a 95.0% ownership interest was designated(5% is owned by ESD to developRelated) is completing the development of The Farley Office and Retail Building. TheIn connection with the development of the property, the joint venture entered intoadmitted a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders.historic Tax Credit Investor partner (the "Tax Credit Investor"). Under the development agreement with ESD,terms of the historic tax credit arrangement, the joint venture is obligatedrequired to buildcomply 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 Moynihan Train Hall, withTax Credit Investor’s capital contributions. As of December 31, 2022, the Tax Credit Investor has made $92,400,000 in capital contributions. Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill allhave guaranteed certain of the joint venture’s obligations.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 obligationsincentive allocation is subject to catch-up and clawback provisions. Accordingly, based on the December 31, 2022 fair value of Skanska Moynihan Train Hall Buildersthe Fund assets, at liquidation we would be required to make a $26,400,000payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have been bonded by Skanska USA and bear a full guaranty from Skanska AB.no income statement impact as it was previously accrued.
As of December 31, 2019,2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $12,700,000.$10,300,000.
As of December 31, 2019,2022, we have construction commitments aggregating approximately $627,000,000.
Cash Flows for the Year Ended December 31, 2019 Compared to December 31, 2018
Our cash flow activities for the years ended December 31, 2019 and 2018 are summarized as follows:$409,000,000.
54
(Amounts in thousands)For the Year Ended December 31, (Decrease) Increase in Cash Flow
 2019 2018 
Net cash provided by operating activities$662,539
 $802,641
 $(140,102)
Net cash provided by (used in) investing activities2,463,276
 (877,722) 3,340,998
Net cash used in financing activities(2,235,589) (1,122,826) (1,112,763)
Cash and cash equivalents and restricted cash was $1,607,131,000 at December 31, 2019, a $890,226,000 increase from the balance at December 31, 2018.
Net cash provided by operating activities of $662,539,000 for the year ended December 31, 2019 was comprised of $687,705,000 of cash from operations, including distributions of income from partially owned entities of $116,826,000 and a net decrease of $25,166,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.

Liquidity and Capital Resources – continued
Cash Flows for the Year Ended December 31, 2019 Compared to December 31, 2018 - continued
The following table details the cash provided by (used in) investing activities for the years ended December 31, 2019 and 2018:
(Amounts in thousands)For the Year Ended December 31, Increase (Decrease) in Cash Flow
 2019 2018 
Proceeds from sale of condominium units at 220 Central Park South$1,605,356
 $214,776
 $1,390,580
Proceeds from transfer of interest in Fifth Avenue and Times Square JV (net of $35,562 of transaction costs and $10,899 of deconsolidated cash and restricted cash)1,248,743
 —
 1,248,743
Development costs and construction in progress(649,056) (418,186) (230,870)
Proceeds from redemption of 640 Fifth Avenue preferred equity500,000
 —
 500,000
Moynihan Train Hall expenditures(438,935) (74,609) (364,326)
Proceeds from sale of real estate and related investments324,201
 219,731
 104,470
Additions to real estate(233,666) (234,602) 936
Proceeds from sales of marketable securities168,314
 4,101
 164,213
Acquisitions of real estate and other(69,699) (574,812) 505,113
Distributions of capital from partially owned entities24,880
 100,178
 (75,298)
Investments in partially owned entities(18,257) (37,131) 18,874
Proceeds from repayments of loans receivable1,395
 25,757
 (24,362)
Investments in loans receivable—
 (105,000) 105,000
Net consolidation of Farley Office and Retail Building—
 2,075
 (2,075)
Net cash provided by (used in) investing activities$2,463,276
 $(877,722) $3,340,998

The following table details the cash used in financing activities for the years ended December 31, 2019 and 2018:
(Amounts in thousands)For the Year Ended December 31, (Decrease) Increase in Cash Flow
 2019 2018 
Repayments of borrowings$(2,718,987) $(685,265) $(2,033,722)
Proceeds from borrowings1,108,156
 526,766
 581,390
Dividends paid on common shares/Distributions to Vornado(503,785) (479,348) (24,437)
Moynihan Train Hall reimbursement from Empire State Development438,935
 74,609
 364,326
Purchase of marketable securities in connection with defeasance of mortgage payable(407,126) —
 (407,126)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(80,194) (76,149) (4,045)
Dividends paid on preferred shares/Distributions to preferred unitholders(50,131) (55,115) 4,984
Contributions from noncontrolling interests in consolidated subsidiaries17,871
 61,062
 (43,191)
Prepayment penalty on redemption of senior unsecured notes due 2022(22,058) —
 (22,058)
Debt issuance costs(15,588) (12,908) (2,680)
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other(8,692) (12,969) 4,277
Proceeds received from exercise of Vornado stock options and other6,903
 7,309
 (406)
Redemption of preferred shares/units(893) (470,000) 469,107
Debt prepayment and extinguishment costs—
 (818) 818
Net cash used in financing activities$(2,235,589) $(1,122,826) $(1,112,763)

Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2019
Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions. Recurring capital expenditures include expenditures to maintain a property’s competitive position within the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital improvements include expenditures to lease space that has been vacant for more than nine months and expenditures completed in the year of acquisition and the following two years that were planned at the time of acquisition, as well as tenant improvements and leasing commissions for space that was vacant at the time of acquisition of a property.
Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2019.
(Amounts in thousands)Total New York theMART 555 California Street
Expenditures to maintain assets$93,226
 $80,416
 $9,566
 $3,244
Tenant improvements98,261
 84,870
 9,244
 4,147
Leasing commissions18,229
 16,316
 827
 1,086
Recurring tenant improvements, leasing commissions and other capital expenditures209,716
 181,602
 19,637
 8,477
Non-recurring capital expenditures30,374
 28,269
 332
 1,773
Total capital expenditures and leasing commissions$240,090
 $209,871
 $19,969
 $10,250

Development and Redevelopment Expenditures for the Year Ended December 31, 2019
Development and redevelopment expenditures consist of all hard and soft costs associated with the development or redevelopment of a property, including capitalized interest, debt and operating costs until the property is substantially completed and ready for its intended use. Our development project estimates below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table above.
Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2019. These expenditures include interest and debt expense of $72,200,000, payroll of $16,014,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $83,463,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands)Total New York theMART 555 California Street Other
Farley Office and Retail Building$265,455
 $265,455
 $—
 $—
 $—
220 CPS181,177
 —
 —
 —
 181,177
PENN151,168
 51,168
 —
 —
 —
345 Montgomery Street29,441
 —
 —
 29,441
 —
PENN228,719
 28,719
 —
 —
 —
606 Broadway7,434
 7,434
 —
 —
 —
1535 Broadway1,031
 1,031
 —
 —
 —
Other84,631
 78,128
 2,322
 3,896
 285
 $649,056
 $431,935
 $2,322
 $33,337
 $181,462

Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2018
Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2018.
(Amounts in thousands)Total New York theMART 555 California Street
Expenditures to maintain assets$92,386
 $70,954
 $13,282
 $8,150
Tenant improvements100,191
 76,187
 15,106
 8,898
Leasing commissions33,254
 29,435
 459
 3,360
Recurring tenant improvements, leasing commissions and other capital expenditures225,831
 176,576
 28,847
 20,408
Non-recurring capital expenditures43,135
 31,381
 260
 11,494
Total capital expenditures and leasing commissions$268,966
 $207,957
 $29,107
 $31,902
Development and Redevelopment Expenditures for theYear Ended December 31, 2018
Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2018. These expenditures include interest and debt expense of $73,166,000, payroll of $12,120,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $66,651,000, which were capitalized in connection with the development and redevelopment of these projects. 
(Amounts in thousands)Total New York theMART 555 California Street Other
220 CPS$295,827
 $—
 $—
 $—
 $295,827
Farley Office and Retail Building(1)
18,995
 18,995
 —
 —
 —
345 Montgomery Street18,187
 —
 —
 18,187
 —
PENN216,288
 16,288
 —
 —
 —
606 Broadway15,959
 15,959
 —
 —
 —
PENN18,856
 8,856
 —
 —
 —
1535 Broadway8,645
 8,645
 —
 —
 —
Other35,429
 20,372
 10,790
 445
 3,822
 $418,186
 $89,115
 $10,790
 $18,632
 $299,649
____________________
(1) Includes amounts paid for development from October 30, 2018, the date of consolidation of the Farley Office and Retail Building.
Funds From Operations
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 depreciablecertain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period-to-period FFO, as one of several criteria to determine performance-based compensation for senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 1918 – (Loss) Income Per Share/(Loss) Income Per Class A Unit, in our consolidated financial statements on page 130in Part II, Item 8 of this Annual Report on Form 10-K.

FFO - continued
Vornado Realty Trust - continued
FFO attributable to common shareholders plus assumed conversions was $311,876,000, or $1.63 per diluted share, for the three months ended December 31, 2019, compared to $210,100,000, or $1.10 per diluted share, for the prior year's three months. FFO attributable to common shareholders plus assumed conversions was $1,003,398,000, or $5.25 per diluted share, for the year ended December 31, 2019, compared to $729,740,000, or $3.82 per diluted share, for the prior year. Details of certain items that impact FFO are discussed in the financial results summary of our “Overview.”
Below is a reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions for the year ended December 31, 2022 and 2021.

(Amounts in thousands, except per share amounts)For the Year Ended December 31,
 20222021
Reconciliation of net (loss) income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:  
Net (loss) income attributable to common shareholders$(408,615)$101,086 
Per diluted share$(2.13)$0.53 
FFO adjustments:
Depreciation and amortization of real property$456,920 $373,792 
Real estate impairment losses19,098 7,880 
Net gains on sale of real estate(58,751)— 
Proportionate share of adjustments to equity in net (loss) income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property130,647 139,247 
Net gains on sale of real estate(169)(15,675)
Increase in fair value of marketable securities— (1,155)
Real estate impairment losses576,390 — 
1,124,135 504,089 
Noncontrolling interests' share of above adjustments(77,912)(34,144)
FFO adjustments, net$1,046,223 $469,945 
FFO attributable to common shareholders$637,608 $571,031 
Convertible preferred share dividends1,320 43 
FFO attributable to common shareholders plus assumed conversions$638,928 $571,074 
Per diluted share$3.30 $2.97 
Reconciliation of weighted average shares outstanding:  
Weighted average common shares outstanding191,775 191,551 
Effect of dilutive securities:
Convertible securities(1)
1,545 26 
Share-based payment awards250 571 
Denominator for FFO per diluted share193,570 192,148 

(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.
55
(Amounts in thousands, except per share amounts)For the Three Months Ended
December 31,		 For the Year Ended
December 31,
 2019 2018 2019 2018
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions: 
      
Net income attributable to common shareholders$193,217
 $100,494
 $3,097,806
 $384,832
Per diluted share$1.01
 $0.53
 $16.21
 $2.01
        
FFO adjustments: 
  
    
Depreciation and amortization of real property$85,609
 $104,067
 $389,024
 $413,091
Net losses (gains) on sale of real estate58
 —
 (178,711) (158,138)
Real estate impairment losses565
 12,000
 32,001
 12,000
Net gain on transfer to Fifth Avenue and Times Square JV on April 18, 2019, net of $11,945 attributable to noncontrolling interests—
 —
 (2,559,154) —
Net gain from sale of UE common shares (sold on March 4, 2019)—
 —
 (62,395) —
Decrease (increase) in fair value of marketable securities:       
PREIT2,438
 —
 21,649
 —
Lexington (sold on March 1, 2019)—
 1,662
 (16,068) 26,596
Other—
 (10) (48) (143)
After-tax purchase price fair value adjustment on depreciable real estate—
 (27,289) —
 (27,289)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:       
Depreciation and amortization of real property37,389
 24,309
 134,706
 101,591
Net gains on sale of real estate—
 —
 —
 (3,998)
Decrease in fair value of marketable securities864
 2,081
 2,852
 3,882
 126,923
 116,820
 (2,236,144) 367,592
Noncontrolling interests' share of above adjustments(8,278) (7,229) 141,679
 (22,746)
FFO adjustments, net$118,645
 $109,591
 $(2,094,465) $344,846
        
FFO attributable to common shareholders$311,862
 $210,085
 $1,003,341
 $729,678
Convertible preferred share dividends14
 15
 57
 62
FFO attributable to common shareholders plus assumed conversions$311,876
 $210,100
 $1,003,398
 $729,740
Per diluted share$1.63
 $1.10
 $5.25
 $3.82
        
Reconciliation of Weighted Average Shares       
Weighted average common shares outstanding190,916
 190,348
 190,801
 190,219
Effect of dilutive securities:       
Employee stock options and restricted share awards191
 814
 216
 933
Convertible preferred shares33
 37
 34
 37
Denominator for FFO per diluted share191,140
 191,199
 191,051
 191,189


ITEM 7A.    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 unit amounts)2022
December 31, Balance
Weighted
Average
Interest Rate(1)
Effect of 1%
Change In
Base Rates
Consolidated debt:   
Fixed rate(2)
$6,145,000 3.59%$— 
Variable rate(3)
2,307,615 5.67%23,076 
 $8,452,615 4.16%23,076 
Pro rata share of debt of non-consolidated entities:   
Fixed rate(2)
$1,447,457 3.72%$— 
Variable rate(4)
1,249,769 6.19%12,498 
 $2,697,226 4.87%12,498 
Noncontrolling interests’ share of consolidated subsidiaries  (6,821)
Total change in annual net income attributable to the Operating Partnership  28,753 
Noncontrolling interests’ share of the Operating Partnership  (1,995)
Total change in annual net income attributable to Vornado  $26,758 
Total change in annual net income attributable to the
   Operating Partnership per diluted Class A unit		  $0.14 
Total change in annual net income attributable to Vornado
   per diluted share		  $0.14 
(Amounts in thousands, except per share and unit amounts)2019 2018
December 31,
Balance		 
Weighted
Average
Interest Rate
 
Effect of 1%
Change In
Base Rates
 December 31,
Balance		 
Weighted
Average
Interest Rate
Consolidated debt:         
Variable rate$1,643,500
 3.09% $16,435
 $3,292,382
 4.31%
Fixed rate5,801,516
 3.57% —
 6,603,465
 3.65%
 $7,445,016
 3.46% 16,435
 $9,895,847
 3.87%
Pro rata share of debt of non-consolidated entities(1)(2):
     
    
Variable rate$1,441,690
 3.34% 14,417
 $1,237,388
 4.06%
Fixed rate1,361,169
 3.93% —
 1,382,068
 4.19%
 $2,802,859
 3.62% 14,417
 $2,619,456
 4.13%
Noncontrolling interests’ share of consolidated subsidiaries    (339)    
Total change in annual net income attributable to the Operating Partnership    30,513

   
Noncontrolling interests’ share of the Operating Partnership    (1,944)    
Total change in annual net income attributable to Vornado    $28,569
    
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit    $0.15
    
Total change in annual net income attributable to Vornado per diluted share    $0.15
    
_______________________
(1)As a result of the bankruptcy plan of reorganization for Toys "R" Us, Inc. ("Toys") being declared effective and our stock in Toys being canceled, we no longer hold an investment in Toys. Accordingly, no Toys debt is included in our pro rata share of debt of non-consolidated entities.
(2)Our pro rata share of debt of non-consolidated entities as of December 31, 2019 and 2018 is net of our $63,409 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.

Derivatives and Hedging(1)
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 ofRepresents the interest rate environment andin effect as of period end based on the costs and risksappropriate reference rate as of such strategies. The following table summarizes our consolidated derivativethe contractual reset date plus contractual spread, adjusted for hedging instruments, all of which hedgeas applicable.
(2)Includes variable rate debt subject to interest rate swap arrangements as of period end.
(3)Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $1,649,120, of which $322,060 is attributable to noncontrolling interests. The interest rate cap arrangements have a weighted average strike rate of 4.14% and a weighted average remaining term of nine months. These amounts exclude the forward cap we entered into in December 31, 2019.2022 for the $525,000 One Park Avenue mortgage loan effective upon the March 2023 expiration of the existing cap. The forward cap has a SOFR strike rate of 3.89% and expires in March 2024.
(4)Includes variable rate debt subject to interest rate cap arrangements with a total notional amount of $850,710 at our pro rata share. The interest rate cap arrangements have a weighted average strike rate of 4.11% and a weighted average remaining term of ten months.
(Amounts in thousands) As of December 31, 2019
      Variable Rate    
Hedged Item (Interest rate swaps) Fair Value Notional Amount Spread over LIBOR Interest Rate Swapped Rate Expiration Date
Included in other assets:            
770 Broadway mortgage loan $4,045
 $700,000
 L+175 3.46% 2.56% 9/20
888 Seventh Avenue mortgage loan 218
 375,000
 L+170 3.44% 3.25% 12/20
Other 64
 175,000
        
  $4,327
 $1,250,000
        
             
Included in other liabilities:            
Unsecured term loan $36,809
 $750,000
 L+100 2.80% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 3,545
 100,000
 L+180 3.52% 4.14% 1/25
  $40,354
 $850,000
        
Fair Value 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 December 31, 2019,2022, the estimated fair value of our consolidated debt was $7,507,000,000.
$8,093,000,000.

56

ITEM 7A.    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 December 31, 2022 and 2021.
(Amounts in thousands)Fair Value
Asset (Liability) as of
December 31,December 31, 2022
20222021Notional AmountAll-In Swapped RateSwap Expiration Date
Interest Rate Swaps:
555 California Street mortgage loan$49,888 $11,814 $840,000 (1)2.26%05/24
770 Broadway mortgage loan29,226 — 700,000 4.98%07/27
PENN 11 mortgage loan26,587 6,565 500,000 2.22%03/24
Unsecured revolving credit facility24,457 — 575,000 3.88%08/27
Unsecured term loan14,694 (28,976)800,000 4.05%(2)
100 West 33rd Street mortgage loan6,886 — 480,000 5.06%06/27
888 Seventh Avenue mortgage loan6,544 — 200,000 (3)4.76%09/27
Unsecured term loan (effective October 2023)6,330 — 500,000 4.39%10/26
4 Union Square South mortgage loan4,050 (3,861)100,000 (4)3.74%01/25
Interest Rate Caps:
1290 Avenue of the Americas mortgage loan7,590 411 950,000 (5)11/23
One Park Avenue mortgage loan5,472 — 525,000 (6)03/24
Various mortgage loans2,080 139 
Included in other assets$183,804 $18,929 
Included in other liabilities$— $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.
(3)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80% (5.92% as of December 31, 2022).
(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% (5.62% as of December 31, 2022).
(5)LIBOR cap strike rate of 4.00%.
(6)SOFR cap strike rate of 4.39%. In December 2022, we entered into a forward cap for the $525,000 One Park Avenue mortgage loan effective upon the March 2023 expiration of the existing cap. The forward cap has a SOFR strike rate of 3.89% and expires in March 2024.
57

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




INDEX TO FINANCIAL STATEMENTS

Page

Number
Vornado Realty Trust
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
7859
Consolidated Balance Sheets at December 31, 20192022 and 20182021
8161
Consolidated Statements of Income for the years ended December 31, 2019, 20182022, 2021 and 20172020
8262
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 20182022, 2021 and 20172020
8363
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 20182022, 2021 and 20172020
8464
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 20182022, 2021 and 20172020
8767
 Vornado Realty L.P.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
9070
Consolidated Balance Sheets at December 31, 20192022 and 20182021
9372
Consolidated Statements of Income for the years ended December 31, 2019, 20182022, 2021 and 20172020
9473
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 20182022, 2021 and 20172020
9574
Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 20182022, 2021 and 20172020
9675
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 20182022, 2021 and 20172020
9978
Vornado Realty Trust and Vornado Realty L.P.
Notes to Consolidated Financial Statements
10281


58

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Board of Trustees
Vornado Realty Trust
New York, New York

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty Trust and subsidiaries (the "Company") as of December 31, 20192022 and 2018,2021, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2019,2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2022, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2020,13, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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 USU.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Matter
The critical audit mattersmatter communicated below are mattersis a matter arising from the current-period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.
Investments in Partially Owned Entities - Fifth Avenue and Times Square JV -Real Estate Impairment – Refer to Notes 2, 5, 13, and 6 to the financial statements

Critical Audit Matter Description
Prior to April 18, 2019, the Company contributed its 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”) to subsidiaries of a newly formed joint venture (“Fifth Avenue and Times Square JV”). On April 18, 2019, the Company transferred a 48.5% common interest in the joint venture to a group of institutional investors (the “Investors”) and retained the remaining 51.5% common interest in the joint venture and an aggregate $1.828 billion of preferred equity interests in certain of the Properties. Net cash proceeds from the transaction were $1.179 billion. The Company continues to manage and lease the Properties. The Company shares control with the Investors over major decisions of the joint venture, including decisions regarding leasing, operating and capital budgets, and refinancings.


The Company performed a Variable Interest Entity (“VIE”) and a Voting Interest Entity (“VOE”) analysis for the entities in the organizational structure of the transaction and concluded Fifth Avenue and Times Square JV is a VOE. The Company also determined that the entities in the organizational structure did not meet the criteria to qualify as a VIE. Through its detailed analysis of the various decision-making rights and powers that each party possesses, management concluded that the Company and the Investors both have the ability to block or participate in the activities that most significantly impact the entity’s economic performance. The Company no longer held a controlling financial interest in the joint venture and as a result deconsolidated the joint venture and began accounting for the investment under the equity method of accounting from the date of transfer. The transaction valued the Properties at $5.556 billion. As a result, there was a step-up in basis of the Company’s retained portion of the Properties to fair value. The gain on transfer consisted of both the gain on the partial sale of the Company’s interest and the gain resulting from the step-up in basis of the retained interest to fair value, less transaction costs, to arrive at an overall net gain of $2.571 billion.
We identified the consolidation analysis as a critical audit matter because the consolidation analysis, specifically the determination of control, and the propriety of gain recognition, involved an interpretation of especially complex accounting principles generally accepted in the United States of America. The evaluation of management’s determination of control required an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accounting treatment of the partial sale included, among other things, the following:
We tested the effectiveness of controls over management’s determination of control over the joint venture, the resulting deconsolidation of the Properties, and whether a gain or loss should be recognized.
We read transaction agreements, traced and agreed the facts included in the Company’s accounting treatment memo to the agreements, and evaluated the assumptions used to arrive at the determined conclusion.
We consulted with our consolidation subject matter experts to assess the reasonableness of the Company’s accounting conclusions.
We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

Critical Audit Matter Description
The Fifth Avenue and Times Square JV transaction valued the Properties at $5.556 billion resulting in a financial statement net gain of $2.571 billion. The value was allocated to the assets and liabilities of each property based on their relative fair values. The Company utilized the market approach and the income approach to determine relative fair values. The income approach utilizes the present value of future cash flows that are based on a number of factors, including significant management estimates related to discount rates and capitalization rates, to determine the value of each asset and liability by property.
We identified the valuation of the Properties as a critical audit matter because performing audit procedures to evaluate the reasonableness of the discount rates and capitalization rates used to determine the value of each asset and liability by property required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for the Fifth Avenue and Times Square JV transaction included, among other things, the following:
We tested the effectiveness of controls over the Company’s review of the compilation of inputs related to the valuation and the determination of fair value of assets acquired and liabilities assumed, including management’s valuation methodology.
With the assistance of our fair value specialists, we assessed the reasonableness of management’s significant assumptions, such as discount and capitalization rates, using comparable market data.
With the assistance of our fair value specialists, we evaluated the reasonableness of the significant assumptions, including testing the source information underlying the determination of these assumptions, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the assumptions selected by management.
We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.






Impairment Losses - Refer to Notes 2, 14, and 1615 to the financial statements
Critical Audit Matter Description
The Company’s real estate properties including any related right-of-use assets and intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its fair value. The Company also reviews its investments in partially owned entities for impairment when indications of potential impairment exist. An impairment loss for investments in partially owned entities is recorded when there is a decline in the fair value below the carrying value that is other than temporary. Fair value is determined based on estimated cash flow projections that utilize discount and capitalization rates and available market information.
Preparing the Company’s undiscountedestimated cash flows is subjective and is based, in part, onflow projections requires management to make significant estimates and assumptions such as market rental rates and capitalization rates. In the event a property is not recoverable, the Company’s evaluation of anticipated discounted cash flows is subjective and is based, in part, on estimates and assumptions such asrelated to future market rental rates, capitalization rates, and discount rates that could differ materially from actual results. Therates.
For the year ended December 31, 2022, the Company recognizesrecognized impairment losses within “Transactionof $19,098,000 which are included in “Impairment losses, transaction related costs impairment losses and other” and $583,212,000 which are included in “(Loss) income from partially owned entities” within the consolidated statements of income. Total non-cash impairment losses for the year ended December 31, 2019 were $107,221,000.

59

We identified the impairment of long-lived assetsreal estate properties as a critical audit matter because of the significant estimates and assumptions management makesrelated to evaluate the recoverability and fair value of the assets, specifically the estimates offuture market rental rates, capitalization rates and discount rates for each real estate asset.rates. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to impairment included the undiscounted and discounted cash flow analyses included,following, among other things, the following:others:
•We tested the effectiveness of controls over management’s evaluation of the recoverability of long-lived assets based on undiscounted cash flowsits properties, including those over future market rental rates and capitalization rates used in the assessment.
•We tested the effectiveness of controls over management’s evaluation of impairment of its properties and investments in partially owned entities and measurement of that impairment based on discounted cash flows, including those over the future market rental rates, capitalization rates, and discount rates used in the assessment.
With the assistance of our fair value specialists, we•We evaluated the reasonableness of significant assumptions in the undiscounted and discounted cash flow analyses, including estimates offuture market rental rates, capitalization rates, and discount rates for propertiesused by management with impairment indicators. Weindependent market data, focusing on geographical location and property type. In addition, we developed ranges of independent estimates of thefuture market rental rates, capitalization rates, and discount rates focusing on geographical location and property type and compared our independent estimatesthose to the estimates and assumptionsamounts used by management.
•We involved our fair value specialists in providing comparable market transaction details to further support the Company. In addition, we tested the mathematical accuracy of the undiscountedfuture market rental rates, capitalization rates and discounted cash flow analyses.discount rates assumptions, as applicable.
•We evaluated the reasonableness of management’s undiscounted and discountedprojected future cash flow analyses by comparing management’s projections to the Company’s historical results and external market sources.results.
•We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.


/s/ DELOITTE & TOUCHE LLP


New York, New York
February 18, 2020

13, 2023
We have served as the Company’s auditor since 1976.

60






VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except unit, share and per share amounts)As of December 31,(Amounts in thousands, except unit, share and per share amounts)As of December 31,
2019 201820222021
ASSETS   ASSETS  
Real estate, at cost:   Real estate, at cost:
Land$2,591,261
 $3,306,280
Land$2,451,828 $2,540,193 
Buildings and improvements7,953,163
 10,110,992
Buildings and improvements9,804,204 9,839,166 
Development costs and construction in progress1,490,614
 2,266,491
Development costs and construction in progress933,334 718,694 
Moynihan Train Hall development expenditures914,960
 445,693
Leasehold improvements and equipment124,014
 108,427
Leasehold improvements and equipment125,389 119,792 
Total13,074,012
 16,237,883
Total13,314,755 13,217,845 
Less accumulated depreciation and amortization(3,015,958) (3,180,175)Less accumulated depreciation and amortization(3,470,991)(3,376,347)
Real estate, net10,058,054
 13,057,708
Real estate, net9,843,764 9,841,498 
Right-of-use assets379,546
 —
Right-of-use assets684,380 337,197 
Cash and cash equivalents1,515,012
 570,916
Cash and cash equivalents889,689 1,760,225 
Restricted cash92,119
 145,989
Restricted cash131,468 170,126 
Marketable securities33,313
 152,198
Investments in U.S. Treasury billsInvestments in U.S. Treasury bills471,962 — 
Tenant and other receivables95,733
 73,322
Tenant and other receivables81,170 79,661 
Investments in partially owned entities3,999,165
 858,113
Investments in partially owned entities2,665,073 3,297,389 
Real estate fund investments222,649
 318,758
Real estate fund investments— 7,730 
220 Central Park South condominium units ready for sale408,918
 99,627
220 Central Park South condominium units ready for sale43,599 57,142 
Receivable arising from the straight-lining of rents742,206
 935,131
Receivable arising from the straight-lining of rents694,972 656,318 
Deferred leasing costs, net of accumulated amortization of $196,229 and $207,529353,986
 400,313
Identified intangible assets, net of accumulated amortization of $98,587 and $172,11430,965
 136,781
Deferred leasing costs, net of accumulated amortization of $237,395 and $211,775Deferred leasing costs, net of accumulated amortization of $237,395 and $211,775373,555 391,693 
Identified intangible assets, net of accumulated amortization of $98,139 and $97,186Identified intangible assets, net of accumulated amortization of $98,139 and $97,186139,638 154,895 
Other assets355,347
 431,938
Other assets474,105 512,714 
$18,287,013
 $17,180,794
 $16,493,375 $17,266,588 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,639,897
 $8,167,798
Mortgages payable, net$5,829,018 $6,053,343 
Senior unsecured notes, net445,872
 844,002
Senior unsecured notes, net1,191,832 1,189,792 
Unsecured term loan, net745,840
 744,821
Unsecured term loan, net793,193 797,812 
Unsecured revolving credit facilities575,000
 80,000
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities498,254
 —
Lease liabilities735,969 370,206 
Moynihan Train Hall obligation914,960
 445,693
Special dividend/distribution payable on January 15, 2020398,292
 —
Accounts payable and accrued expenses440,049
 430,976
Accounts payable and accrued expenses450,881 613,497 
Deferred revenue59,429
 167,730
Deferred revenue39,882 48,118 
Deferred compensation plan103,773
 96,523
Deferred compensation plan96,322 110,174 
Other liabilities265,754
 311,806
Other liabilities268,166 304,725 
Total liabilities10,087,120
 11,289,349
Total liabilities9,980,263 10,062,667 
Commitments and contingencies

 

Commitments and contingencies
Redeemable noncontrolling interests:   Redeemable noncontrolling interests:
Class A units - 13,298,956 and 12,544,477 units outstanding884,380
 778,134
Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding4,535
 5,428
Class A units - 14,416,891 and 14,033,438 units outstandingClass A units - 14,416,891 and 14,033,438 units outstanding345,157 587,440 
Series D cumulative redeemable preferred units - 141,400 units outstandingSeries D cumulative redeemable preferred units - 141,400 units outstanding3,535 3,535 
Total redeemable noncontrolling partnership unitsTotal redeemable noncontrolling partnership units348,692 590,975 
Redeemable noncontrolling interest in a consolidated subsidiaryRedeemable noncontrolling interest in a consolidated subsidiary88,040 97,708 
Total redeemable noncontrolling interests888,915
 783,562
Total redeemable noncontrolling interests436,732 688,683 
Shareholders' equity:   Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,795,640 and 36,798,580 shares891,214
 891,294
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,985,677 and 190,535,499 shares7,618
 7,600
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 sharesPreferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares1,182,459 1,182,459 
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,866,880 and 191,723,608 sharesCommon shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,866,880 and 191,723,608 shares7,654 7,648 
Additional capital7,827,697
 7,725,857
Additional capital8,369,228 8,143,093 
Earnings less than distributions(1,954,266) (4,167,184)Earnings less than distributions(3,894,580)(3,079,320)
Accumulated other comprehensive (loss) income(40,233) 7,664
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)174,967 (17,534)
Total shareholders' equity6,732,030
 4,465,231
Total shareholders' equity5,839,728 6,236,346 
Noncontrolling interests in consolidated subsidiaries578,948
 642,652
Noncontrolling interests in consolidated subsidiaries236,652 278,892 
Total equity7,310,978
 5,107,883
Total equity6,076,380 6,515,238 
$18,287,013
 $17,180,794
 $16,493,375 $17,266,588 
See notes to the consolidated financial statements.
61


VORNADO REALTY TRUST 
CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)For the Year Ended December 31,
 2019 2018 2017
REVENUES:     
Rental revenues$1,767,222
 $2,007,333
 $1,948,376
Fee and other income157,478
 156,387
 135,750
Total revenues1,924,700
 2,163,720
 2,084,126
EXPENSES:     
Operating(917,981) (963,478) (886,596)
Depreciation and amortization(419,107) (446,570) (429,389)
General and administrative(169,920) (141,871) (150,782)
(Expense) benefit from deferred compensation plan liability(11,609) 2,480
 (6,932)
Transaction related costs, impairment losses and other(106,538) (31,320) (1,776)
Total expenses(1,625,155) (1,580,759) (1,475,475)
      
Income from partially owned entities78,865
 9,149
 15,200
(Loss) income from real estate fund investments(104,082) (89,231) 3,240
Interest and other investment income, net21,819
 17,057
 30,861
Income (loss) from deferred compensation plan assets11,609
 (2,480) 6,932
Interest and debt expense(286,623) (347,949) (345,654)
Net gain on transfer to Fifth Avenue and Times Square JV2,571,099
 —
 —
Purchase price fair value adjustment—
 44,060
 —
Net gains on disposition of wholly owned and partially owned assets845,499
 246,031
 501
Income before income taxes3,437,731
 459,598
 319,731
Income tax expense(103,439) (37,633) (42,375)
Income from continuing operations3,334,292
 421,965
 277,356
(Loss) income from discontinued operations(30) 638
 (13,228)
Net income3,334,262
 422,603
 264,128
Less net loss (income) attributable to noncontrolling interests in:     
Consolidated subsidiaries24,547
 53,023
 (25,802)
Operating Partnership(210,872) (25,672) (10,910)
Net income attributable to Vornado3,147,937
 449,954
 227,416
Preferred share dividends(50,131) (50,636) (65,399)
Preferred share issuance costs—
 (14,486) —
NET INCOME attributable to common shareholders$3,097,806
 $384,832
 $162,017

     
      
INCOME PER COMMON SHARE - BASIC:     
Income from continuing operations, net$16.23
 $2.02
 $0.92
Loss from discontinued operations, net—
 —
 (0.07)
Net income per common share$16.23
 $2.02
 $0.85
Weighted average shares outstanding190,801
 190,219
 189,526
      
INCOME PER COMMON SHARE - DILUTED:     
Income from continuing operations, net$16.21
 $2.01
 $0.91
Loss from discontinued operations, net—
 —
 (0.06)
Net income per common share$16.21
 $2.01
 $0.85
Weighted average shares outstanding191,053
 191,290
 191,258

(Amounts in thousands, except per share amounts)For the Year Ended December 31,
 202220212020
REVENUES:   
Rental revenues$1,607,685 $1,424,531 $1,377,635 
Fee and other income192,310 164,679 150,316 
Total revenues1,799,995 1,589,210 1,527,951 
EXPENSES:
Operating(873,911)(797,315)(789,066)
Depreciation and amortization(504,502)(412,347)(399,695)
General and administrative(133,731)(134,545)(181,509)
Benefit (expense) from deferred compensation plan liability9,617 (9,847)(6,443)
Impairment losses, transaction related costs and other(31,722)(13,815)(174,027)
Total expenses(1,534,249)(1,367,869)(1,550,740)
(Loss) income from partially owned entities(461,351)130,517 (329,112)
Income (loss) from real estate fund investments3,541 11,066 (226,327)
Interest and other investment income (loss), net19,869 4,612 (5,499)
(Loss) income from deferred compensation plan assets(9,617)9,847 6,443 
Interest and debt expense(279,765)(231,096)(229,251)
Net gains on disposition of wholly owned and partially owned assets100,625 50,770 381,320 
(Loss) income before income taxes(360,952)197,057 (425,215)
Income tax (expense) benefit(21,660)10,496 (36,630)
Net (loss) income(382,612)207,553 (461,845)
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries5,737 (24,014)139,894 
Operating Partnership30,376 (7,540)24,946 
Net (loss) income attributable to Vornado(346,499)175,999 (297,005)
Preferred share dividends(62,116)(65,880)(51,739)
Series K preferred share issuance costs— (9,033)— 
NET (LOSS) INCOME attributable to common shareholders$(408,615)$101,086 $(348,744)
(LOSS) INCOME PER COMMON SHARE - BASIC:   
Net (loss) income per common share$(2.13)$0.53 $(1.83)
Weighted average shares outstanding191,775 191,551 191,146 
(LOSS) INCOME PER COMMON SHARE - DILUTED:   
Net (loss) income per common share$(2.13)$0.53 $(1.83)
Weighted average shares outstanding191,775 192,122 191,146 
See notes to consolidated financial statements.
62


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Net income$3,334,262
 $422,603
 $264,128
Other comprehensive (loss) income:     
(Reduction) increase in value of interest rate swaps and other(47,883) (14,635) 15,477
Amounts reclassified from accumulated other comprehensive (loss) income relating to nonconsolidated subsidiaries(2,311) —
 14,402
Other comprehensive (loss) income of nonconsolidated subsidiaries(938) 1,155
 1,425
Reduction in unrealized net gain on available-for-sale securities—
 —
 (20,951)
Comprehensive income3,283,130
 409,123
 274,481
Less comprehensive (income) loss attributable to noncontrolling interests(183,090) 28,187
 (37,356)
Comprehensive income attributable to Vornado$3,100,040
 $437,310
 $237,125

(Amounts in thousands)For the Year Ended December 31,
 202220212020
Net (loss) income$(382,612)$207,553 $(461,845)
Other comprehensive income (loss):
Change in fair value of interest rate swaps and other190,493 51,338 (29,971)
Other comprehensive income (loss) of nonconsolidated subsidiaries18,874 10,275 (14,342)
Comprehensive (loss) income(173,245)269,166 (506,158)
Less comprehensive loss (income) attributable to noncontrolling interests19,247 (35,602)174,287 
Comprehensive (loss) income attributable to Vornado$(153,998)$233,564 $(331,871)
See notes to consolidated financial statements.
63


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands, except per share amounts) Common Shares 
Additional
Capital
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total
Equity
  Preferred Shares      
  Shares Amount Shares Amount     
Balance, December 31, 2018 36,800
 $891,294
 190,535
 $7,600
 $7,725,857
 $(4,167,184) $7,664
 $642,652
 $5,107,883
Net income attributable to Vornado —
 —
 —
 —
 —
 3,147,937
 —
 —
 3,147,937
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 (24,547) (24,547)
Dividends on common shares:                  
Special dividend ($1.95 per share) —
 —
 —
 —
 —
 (372,380) —
 —
 (372,380)
Aggregate quarterly dividends (see Note 12 for dividends per share amounts) —
 —
 —
 —
 —
 (503,785) —
 —
 (503,785)
Dividends on preferred shares (see Note 12 for dividends per share amounts) —
 —
 —
 —
 —
 (50,131) —
 —
 (50,131)
Common shares issued:                 

Upon redemption of Class A units, at redemption value —
 —
 171
 7
 11,243
 —
 —
 —
 11,250
Under employees' share option plan —
 —
 245
 10
 5,479
 (8,587) —
 —
 (3,098)
Under dividend reinvestment plan —
 —
 22
 1
 1,413
 —
 —
 —
 1,414
Contributions:               

 

Real estate fund investments —
 —
 —
 —
 —
 —
 —
 9,023
 9,023
Other —
 —
 —
 —
 —
 —
 —
 8,848
 8,848
Distributions —
 —
 —
 —
 —
 —
 —
 (45,587) (45,587)
Conversion of Series A preferred shares to common shares (2) (80) 6
 —
 80
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 7
 —
 1,095
 (105) —
 —
 990
Amounts reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 (938) —
 (938)
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (47,885) —
 (47,885)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 70,810
 —
 —
 —
 70,810
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 3,235
 —
 3,235
Deconsolidation of partially owned entity —
 —
 —
 —
 —
 —
 —
 (11,441) (11,441)
Other (2) —
 —
 —
 —
 (31) 2
 —
 (29)
Balance, December 31, 2019 36,796
 $891,214
 190,986
 $7,618
 $7,827,697
 $(1,954,266) $(40,233) $578,948
 $7,310,978

(Amounts in thousands, except per share amount)Common SharesAdditional
Capital		Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
(Loss) Income		Non-
controlling
Interests in
Consolidated
Subsidiaries		Total
Equity
Preferred Shares
SharesAmountSharesAmount
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 loss attributable to Vornado— — — — — (346,499)— — (346,499)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 3,931 3,931 
Dividends on common shares ($2.12 per share)— — — — — (406,562)— — (406,562)
Dividends on preferred shares (see Note 11 for dividends per share amounts)— — — — — (62,116)— — (62,116)
Common shares issued:
Upon redemption of Class A units, at redemption value— — 117 5 3,519 — — — 3,524 
Under employees' share option plan— — — — 7 — — — 7 
Under dividend reinvestment plan— — 28 1 877 — — — 878 
Contributions— — — — — — — 5,609 5,609 
Distributions— — — — — — — (54,388)(54,388)
Deferred compensation shares and options— — (2)— 588 (85)— — 503 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 18,874 — 18,874 
Change in fair value of interest rate swaps and other— — — — — — 190,494 — 190,494 
Redeemable Class A unit measurement adjustment— — — — 221,145 — — — 221,145 
Noncontrolling interests' share of above adjustments— — — — — — (16,866)2,616 (14,250)
Other— — — — (1)2 (1)(8)(8)
Balance as of December 31, 202248,793 $1,182,459 191,867 $7,654 $8,369,228 $(3,894,580)$174,967 $236,652 $6,076,380 
See notes to consolidated financial statements.
64


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED


(Amounts in thousands, except per share amount) Common Shares 
Additional
Capital
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total
Equity
  Preferred Shares      
  Shares Amount Shares Amount     
Balance, December 31, 2017 36,800
 $891,988
 189,984
 $7,577
 $7,492,658
 $(4,183,253) $128,682
 $670,049
 $5,007,701
Cumulative effect of accounting change —
 —
 —
 —
 —
 122,893
 (108,374) —
 14,519
Net income attributable to Vornado —
 —
 —
 —
 —
 449,954
 —
 —
 449,954
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 (53,023) (53,023)
Dividends on common shares ($2.52 per share) —
 —
 —
 —
 —
 (479,348) —
 —
 (479,348)
Dividends on preferred shares —
 —
 —
 —
 —
 (50,636) —
 —
 (50,636)
Series G and Series I cumulative redeemable preferred shares issuance costs —
 (663) —
 —
 —
 (14,486) —
 —
 (15,149)
Common shares issued:           

     

Upon redemption of Class A units, at redemption value —
 —
 244
 10
 17,058
 —
 —
 —
 17,068
Under employees' share option plan —
 —
 279
 12
 5,907
 (12,185) —
 —
 (6,266)
Under dividend reinvestment plan —
 —
 20
 1
 1,389
 —
 —
 —
 1,390
Contributions:     

 

 

 

   

 

Real estate fund investments —
 —
 —
 —
 —
 —
 —
 46,942
 46,942
Other —
 —
 —
 —
 —
 —
 —
 15,715
 15,715
Distributions:     

 

 

       

Real estate fund investments —
 —
 —
 —
 —
 —
 —
 (12,665) (12,665)
Other —
 —
 —
 —
 —
 —
 —
 (33,250) (33,250)
Conversion of Series A preferred shares to common shares —
 (31) 2
 —
 30
 —
 —
 —
 (1)
Deferred compensation shares and options —
 —
 6
 —
 1,157
 (121) —
 —
 1,036
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 1,155
 —
 1,155
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 —
 (14,634) —
 (14,634)
Unearned 2015 Out-Performance Plan awards acceleration —
 —
 —
 —
 9,046
 —
 —
 —
 9,046
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 198,064
 —
 —
 —
 198,064
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 836
 —
 836
Consolidation of the Farley joint venture —
 —
 —
 —
 —
 —
 —
 8,720
 8,720
Other —
 —
 —
 —
 548
 (2) (1) 164
 709
Balance, December 31, 2018 36,800
 $891,294
 190,535
 $7,600
 $7,725,857
 $(4,167,184) $7,664
 $642,652
 $5,107,883

(Amounts in thousands, except per share amounts)Common SharesAdditional
Capital		Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
Loss		Non-
controlling
Interests in
Consolidated
Subsidiaries		Total
Equity
Preferred Shares
SharesAmountSharesAmount
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— — — — — 175,999 — — 175,999 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — — 20,826 20,826 
Dividends on common shares ($2.12 per share)— — — — — (406,109)— — (406,109)
Dividends on preferred shares (see Note 11 for dividends per share amounts)— — — — — (65,880)— — (65,880)
Series O cumulative redeemable
     preferred shares issuance		12,000 291,153 — — — — — — 291,153 
Common shares issued:
Upon redemption of Class A units, at redemption value— — 350 14 14,562 — — — 14,576 
Under employees' share option plan— — 1 — 22 — — — 22 
Under dividend reinvestment plan— — 21 1 876 — — — 877 
Contributions— — — — — — — 4,052 4,052 
Distributions— — — — — — — (160,975)(160,975)
Conversion of Series A preferred
    shares to common shares		— (13)1 — 13 — — — — 
Deferred compensation shares and
    options		— — (4)— 906 (114)— — 792 
Other comprehensive income of nonconsolidated subsidiaries— — — — — — 10,275 — 10,275 
Change in fair value of interest
    rate swaps		— — — — — — 51,337 — 51,337 
Unearned 2018 Out-Performance Plan awards acceleration— — — — 10,283 — — — 10,283 
Redeemable Class A unit measurement adjustment— — — — (76,073)— — — (76,073)
Series K cumulative redeemable
    preferred shares called for
    redemption		(12,000)(290,967)— — — (9,033)— — (300,000)
Redeemable noncontrolling
    interests' share of above
    adjustments		— — — — — — (4,048)— (4,048)
Other— (53)— — (3)(1)1 32 (24)
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 
See notes to consolidated financial statements.
65


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED


(Amounts in thousands, except per share amount) Common Shares 
Additional
Capital
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total
Equity
  Preferred Shares      
  Shares Amount Shares Amount     
Balance, December 31, 2016 42,825
 $1,038,055
 189,101
 $7,542
 $7,153,332
 $(1,419,382) $118,972
 $719,977
 $7,618,496
Net income attributable to Vornado —
 —
 —
 —
 —
 227,416
 —
 —
 227,416
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 —
 25,802
 25,802
Dividends on common shares ($2.62 per share) —
 —
 —
 —
 —
 (496,490) —
 —
 (496,490)
Dividends on preferred shares —
 —
 —
 —
 —
 (65,399) —
 —
 (65,399)
Series M cumulative redeemable preferred shares issuance 12,780
 309,609
 —
 —
 —
 —
 —
 —
 309,609
Series G and Series I cumulative redeemable preferred shares called for redemption (18,800) (455,514) —
 —
 —
 —
 —
 —
 (455,514)
Common shares issued:                  
Upon redemption of Class A units, at redemption value —
 —
 403
 16
 38,731
 —
 —
 —
 38,747
Under employees' share option plan —
 —
 449
 18
 28,235
 —
 —
 —
 28,253
Under dividend reinvestment plan —
 —
 17
 1
 1,458
 —
 —
 —
 1,459
Contributions —
 —
 —
 —
 —
 —
 —
 1,044
 1,044
Distributions:                  
JBG SMITH Properties —
 —
 —
 —
 —
 (2,428,345) —
 —
 (2,428,345)
Real estate fund investments —
 —
 —
 —
 —
 —
 —
 (73,850) (73,850)
Other —
 —
 —
 —
 —
 —
 —
 (2,618) (2,618)
Conversion of Series A preferred shares to common shares (5) (162) 10
 —
 162
 —
 —
 —
 —
Deferred compensation shares and options —
 —
 —
 —
 2,246
 (418) —
 —
 1,828
Reduction in unrealized net gain on available-for-sale securities —
 —
 —
 —
 —
 —
 (20,951) —
 (20,951)
Amounts reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 —
 14,402
 —
 14,402
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 —
 1,425
 —
 1,425
Increase in value of interest rate swaps —
 —
 —
 —
 —
 —
 15,477
 —
 15,477
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 —
 268,494
 —
 —
 —
 268,494
Redeemable noncontrolling interests' share of above adjustments —
 —
 —
 —
 —
 —
 (642) —
 (642)
Other —
 —
 4
 —
 —
 (635) (1) (306) (942)
Balance, December 31, 2017 36,800
 $891,988
 189,984
 $7,577
 $7,492,658
 $(4,183,253) $128,682
 $670,049
 $5,007,701

(Amounts in thousands, except per share amount)Common SharesAdditional
Capital		Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive Loss		Non-
controlling
Interests in
Consolidated
Subsidiaries		Total
Equity
Preferred Shares
SharesAmountSharesAmount
Balance as of December 31, 201936,796 $891,214 190,986 $7,618 $7,827,697 $(1,954,266)$(40,233)$578,948 $7,310,978 
Cumulative effect of accounting change— — — — — (16,064)— — (16,064)
Net loss attributable to Vornado— — — — — (297,005)— — (297,005)
Net loss attributable to noncontrolling interests in consolidated subsidiaries— — — — — — — (140,438)(140,438)
Dividends on common shares
   ($2.38 per share)
— — — — — (454,939)— — (454,939)
Dividends on preferred shares (see Note 11 for dividends per share amounts)— — — — — (51,739)— — (51,739)
Series N cumulative redeemable
    preferred shares issuance		12,000 291,182 — — — — — — 291,182 
Common shares issued:
Upon redemption of Class A units, at redemption value— — 236 9 9,257 — — — 9,266 
Under employees' share option plan— — 69 3 3,514 — — — 3,517 
Under dividend reinvestment plan— — 47 2 2,343 — — — 2,345 
Contributions:
Real estate fund investments— — — — — — — 3,389 3,389 
Other— — — — — — — 4,305 4,305 
Distributions— — — — — — — (33,007)(33,007)
Conversion of Series A preferred
     shares to common shares		(3)(57)4 — 57 — — — — 
Deferred compensation shares and
     options		— — 13 1 1,305 (137)— — 1,169 
Other comprehensive loss of nonconsolidated subsidiaries— — — — — — (14,342)— (14,342)
Change in fair value of interest rate swaps— — — — — — (29,972)— (29,972)
Unearned 2017 Out-Performance Plan awards acceleration— — — — 10,824 — — — 10,824 
Redeemable Class A unit measurement adjustment— — — — 344,043 — — — 344,043 
Redeemable noncontrolling interests' share of above adjustments— — — — — — 2,914 — 2,914 
Other— — — — (6,533)(32)6,534 1,760 1,729 
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 
See notes to consolidated financial statements.

66


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Cash Flows from Operating Activities:     
Net income$3,334,262
 $422,603
 $264,128
Adjustments to reconcile net income to net cash provided by operating activities:     
Net gain on transfer to Fifth Avenue and Times Square JV(2,571,099) —
 —
Net gains on disposition of wholly owned and partially owned assets(845,499) (246,031) (501)
Depreciation and amortization (including amortization of deferred financing costs)438,933
 472,785
 529,826
Distributions of income from partially owned entities116,826
 78,831
 82,095
Net realized and unrealized loss on real estate fund investments106,109
 84,706
 15,267
Equity in net income of partially owned entities(78,865) (9,149) (15,635)
Non-cash impairment loss on 608 Fifth Avenue right-of-use asset75,220
 —
 —
Stock-based compensation expense53,908
 31,722
 32,829
Real estate impairment losses and related write-offs26,705
 12,000
 —
Prepayment penalty on redemption of senior unsecured notes due 202222,058
 —
 —
Amortization of below-market leases, net(19,830) (38,573) (46,790)
Straight-lining of rents9,679
 (7,605) (45,792)
Decrease in fair value of marketable securities5,533
 26,453
 —
Purchase price fair value adjustment—
 (44,060) —
Return of capital from real estate fund investments—
 20,290
 91,606
Change in valuation of deferred tax assets and liabilities—
 12,835
 34,800
Net gains on real estate and other—
 —
 (3,489)
Other non-cash adjustments13,765
 7,499
 23,651
Changes in operating assets and liabilities:     
Real estate fund investments(10,000) (68,950) —
Tenant and other receivables, net(25,988) (14,532) 1,183
Prepaid assets7,558
 151,533
 (12,292)
Other assets(4,302) (84,222) (79,199)
Accounts payable and accrued expenses5,940
 5,869
 3,760
Other liabilities1,626
 (11,363) (15,305)
Net cash provided by operating activities662,539
 802,641
 860,142
      
Cash Flows from Investing Activities:     
Proceeds from sale of condominium units at 220 Central Park South1,605,356
 214,776
 —
Proceeds from transfer of interest in Fifth Avenue and Times Square JV (net of $35,562 of transaction costs and $10,899 of deconsolidated cash and restricted cash)1,248,743
 —
 —
Development costs and construction in progress(649,056) (418,186) (355,852)
Proceeds from redemption of 640 Fifth Avenue preferred equity500,000
 —
 —
Moynihan Train Hall expenditures(438,935) (74,609) —
Proceeds from sale of real estate and related investments324,201
 219,731
 9,543
Additions to real estate(233,666) (234,602) (271,308)
Proceeds from sales of marketable securities168,314
 4,101
 —
Acquisitions of real estate and other(69,699) (574,812) (30,607)
Distributions of capital from partially owned entities24,880
 100,178
 366,155
Investments in partially owned entities(18,257) (37,131) (40,537)
Proceeds from repayments of loans receivable1,395
 25,757
 659
Investments in loans receivable—
 (105,000) —
Net consolidation of Farley Office and Retail Building—
 2,075
 —
Proceeds from the repayment of JBG SMITH Properties loan receivable—
 —
 115,630
Net cash provided by (used in) investing activities2,463,276
 (877,722) (206,317)

(Amounts in thousands)For the Year Ended December 31,
 202220212020
Cash Flows from Operating Activities:
Net (loss) income$(382,612)$207,553 $(461,845)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)526,306 432,594 417,942 
Equity in net loss (income) of partially owned entities461,351 (130,517)329,112 
Distributions of income from partially owned entities184,501 214,521 175,246 
Net gains on disposition of wholly owned and partially owned assets(100,625)(50,770)(381,320)
Straight-lining of rents(46,177)8,644 24,404 
Stock-based compensation expense29,249 38,329 48,677 
Real estate impairment losses19,098 7,880 236,286 
Change in deferred tax liability14,005 11,243 (96)
Amortization of below-market leases, net(5,178)(9,249)(16,878)
Return of capital from real estate fund investments5,141 5,104 — 
Net realized and unrealized loss (income) on real estate fund investments2,589 (4,621)226,107 
Write-off of lease receivables deemed uncollectible872 7,695 63,204 
Defeasance cost in connection with refinancing of mortgage payable— 23,729 — 
Non-cash gain on extinguishment of 608 Fifth Avenue lease liability— — (70,260)
Credit losses on loans receivable— — 13,369 
Decrease in fair value of marketable securities— — 4,938 
Other non-cash adjustments3,090 (3,875)6,835 
Changes in operating assets and liabilities:
Real estate fund investments— (4,474)(7,197)
Tenant and other receivables(4,437)(187)(5,330)
Prepaid assets104,186 30,466 (137,452)
Other assets(34,615)(54,716)(52,832)
Accounts payable and accrued expenses5,718 35,856 14,868 
Other liabilities16,482 (3,399)(3,538)
Net cash provided by operating activities798,944 761,806 424,240 
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills(1,066,096)— — 
Development costs and construction in progress(737,999)(585,940)(601,920)
Proceeds from maturities of U.S. Treasury bills597,499 — — 
Proceeds from sales of real estate373,264 100,024 — 
Additions to real estate(159,796)(149,461)(155,738)
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South88,019 137,404 1,044,260 
Distributions of capital from partially owned entities34,417 106,005 2,389 
Investments in partially owned entities(33,172)(14,997)(8,959)
Acquisitions of real estate and other(3,000)(3,000)(1,156)
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— 1,554 — 
Moynihan Train Hall expenditures— — (395,051)
Proceeds from sales of marketable securities— — 28,375 
Net cash used in investing activities(906,864)(532,347)(87,800)
See notes to consolidated financial statements.
67


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)For the Year Ended December 31,
 202220212020
Cash Flows from Financing Activities:
Repayments of borrowings$(1,251,373)$(1,584,243)$(1,067,564)
Proceeds from borrowings1,029,773 3,248,007 1,056,315 
Dividends paid on common shares(406,562)(406,109)(827,319)
Distributions to noncontrolling interests(84,699)(190,876)(91,514)
Dividends paid on preferred shares(62,116)(65,880)(64,271)
Debt issuance costs(32,706)(51,184)(10,901)
Contributions from noncontrolling interests5,609 4,052 100,094 
Proceeds received from exercise of employee share options and other885 899 5,862 
Repurchase of shares related to stock compensation agreements and related tax withholdings and other(85)(1,567)(137)
Purchase of marketable securities in connection with defeasance of mortgage payable— (973,729)— 
Redemption of preferred shares— (300,000)— 
Proceeds from the issuance of preferred shares— 291,153 291,182 
Moynihan Train Hall reimbursement from Empire State Development— — 395,051 
Net cash used in financing activities(801,274)(29,477)(213,202)
Net (decrease) increase in cash and cash equivalents and restricted cash(909,194)199,982 123,238 
Cash and cash equivalents and restricted cash at beginning of period1,930,351 1,730,369 1,607,131 
Cash and cash equivalents and restricted cash at end of period$1,021,157 $1,930,351 $1,730,369 
(Amounts in thousands)Year Ended December 31,
 2019 2018 2017
Cash Flows from Financing Activities:     
Repayments of borrowings$(2,718,987) $(685,265) $(631,681)
Proceeds from borrowings1,108,156
 526,766
 1,055,872
Dividends paid on common shares(503,785) (479,348) (496,490)
Moynihan Train Hall reimbursement from Empire State Development438,935
 74,609
 —
Purchase of marketable securities in connection with defeasance of mortgage payable(407,126) —
 —
Distributions to noncontrolling interests(80,194) (76,149) (109,697)
Dividends paid on preferred shares(50,131) (55,115) (64,516)
Contributions from noncontrolling interests17,871
 61,062
 1,044
Prepayment penalty on redemption of senior unsecured notes due 2022(22,058) —
 —
Debt issuance costs(15,588) (12,908) (12,325)
Repurchase of shares related to stock compensation agreements and related tax withholdings and other(8,692) (12,969) (418)
Proceeds received from exercise of employee share options and other6,903
 7,309
 29,712
Redemption of preferred shares(893) (470,000) —
Debt prepayment and extinguishment costs—
 (818) (3,217)
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)—
 —
 (416,237)
Proceeds from issuance of preferred units—
 —
 309,609
Net cash used in financing activities(2,235,589) (1,122,826) (338,344)
Net increase (decrease) in cash and cash equivalents and restricted cash890,226
 (1,197,907) 315,481
Cash and cash equivalents and restricted cash at beginning of period716,905
 1,914,812
 1,599,331
Cash and cash equivalents and restricted cash at end of period$1,607,131
 $716,905
 $1,914,812
Reconciliation of Cash and Cash Equivalents and Restricted Cash:     
Cash and cash equivalents at beginning of period$570,916
 $1,817,655
 $1,501,027
Restricted cash at beginning of period145,989
 97,157
 95,032
Restricted cash included in discontinued operations at beginning of period—
 —
 3,272
Cash and cash equivalents and restricted cash at beginning of period$716,905
 $1,914,812
 $1,599,331
      
Cash and cash equivalents at end of period$1,515,012
 $570,916
 $1,817,655
Restricted cash at end of period92,119
 145,989
 97,157
Cash and cash equivalents and restricted cash at end of period$1,607,131
 $716,905
 $1,914,812

Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,760,225 $1,624,482 $1,515,012 
Restricted cash at beginning of period170,126 105,887 92,119 
Cash and cash equivalents and restricted cash at beginning of period$1,930,351 $1,730,369 $1,607,131 
Cash and cash equivalents at end of period$889,689 $1,760,225 $1,624,482 
Restricted cash at end of period131,468 170,126 105,887 
Cash and cash equivalents and restricted cash at end of period$1,021,157 $1,930,351 $1,730,369 
See notes to consolidated financial statements.
68


VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)Year Ended December 31,
 2019 2018 2017
Supplemental Disclosure of Cash Flow Information:     
Cash payments for interest, excluding capitalized interest of $67,980, $67,402 and $43,071$283,613
 $311,835
 $338,983
Cash payments for income taxes$59,834
 $62,225
 $6,727
      
Non-Cash Investing and Financing Activities:     
Investments received in exchange for transfer to Fifth Avenue and Times Square JV:     
Preferred equity$2,327,750
 $—
 $—
Common equity1,449,495
 —
 —
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"1,311,468
 233,179
 —
Lease liabilities arising from the recognition of right-of-use assets526,866
 —
 —
Marketable securities transferred in connection with the defeasance of mortgage payable(407,126) —
 —
Special dividend/distribution declared and payable on January 15, 2020398,292
 —
 —
Defeased mortgage payable390,000
 —
 —
Write-off of fully depreciated assets(122,813) (86,064) (58,810)
Accrued capital expenditures included in accounts payable and accrued expenses109,975
 88,115
 102,976
Adjustments to carry redeemable Class A units at redemption value70,810
 198,064
 268,494
Recognition of negative basis related to the sale of our investment in 330 Madison Avenue60,052
 —
 —
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive (loss) income" to "marketable securities" upon conversion of operating partnership units to common shares54,962
 —
 —
Increase in assets and liabilities resulting from the consolidation of Farley Office and Retail Building:     
Real estate, net—
 401,708
 —
Mortgage payable, net—
 249,459
 —
Increase in assets and liabilities resulting from the consolidation of Moynihan Train Hall:     
Real estate, net—
 346,926
 —
Moynihan Train Hall obligation—
 346,926
 —
Non-cash distribution to JBG SMITH Properties:     
Assets—
 —
 3,432,738
Liabilities—
 —
 (1,414,186)
Equity—
 —
 (2,018,552)
Reclassification of Series G and Series I cumulative redeemable preferred shares to liabilities upon call for redemption—
 —
 455,514
Loan receivable established upon the spin-off of JBG SMITH Properties—
 —
 115,630
Reduction in unrealized net gain on available-for-sale securities—
 —
 (20,951)

(Amounts in thousands)For the Year Ended December 31,
 202220212020
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $19,085, $38,320 and $40,855$252,371 $188,587 $210,052 
Cash payments for income taxes$7,947 $9,155 $15,105 
Non-Cash Information:
Additional estimated lease liability arising from the recognition of right-of-use asset$350,000 $— $— 
Write-off of fully depreciated assets(278,561)(123,537)(189,250)
Redeemable Class A unit measurement adjustment221,145 (76,073)344,043 
Change in fair value of consolidated interest rate swaps and other190,494 51,337 (29,972)
Accrued capital expenditures included in accounts payable and accrued expenses104,750 291,690 117,641 
Reclassification of condominium units from "development costs and construction in progress" to
   "220 Central Park South condominium units ready for sale"
32,604 16,014 388,280 
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 — 
Marketable securities transferred in connection with the defeasance of mortgage payable— (973,729)— 
Defeasance of mortgage payable— 950,000 — 
Reclassification of assets held for sale (included in "other assets")— 80,005 — 
Decrease in assets and liabilities resulting from the deconsolidation of Moynihan Train Hall:
Real estate, net— — (1,291,804)
Moynihan Train Hall Obligation— — (1,291,804)
See notes to consolidated financial statements.

69

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Partners
Vornado Realty L.P.
New York, New York
Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. and subsidiaries (the "Partnership") as of December 31, 20192022 and 2018,2021, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2019,2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2022, in conformity with the accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2020,13, 2023, expressed an unqualified opinion on the Partnership's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. 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 USU.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit MattersMatter
The critical audit mattersmatter communicated below are mattersis a matter arising from the current-period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.
Investments in Partially Owned Entities - Fifth Avenue and Times Square JV -Real Estate Impairment – Refer to Notes 2, 5, 13, and 615 to the financial statements

Critical Audit Matter Description
Prior to April 18, 2019, the Partnership contributed its 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”) to subsidiaries of a newly formed joint venture (“Fifth Avenue and Times Square JV”). On April 18, 2019, the Partnership transferred a 48.5% common interest in the joint venture to a group of institutional investors (the “Investors”) and retained the remaining 51.5% common interest in the joint venture and an aggregate $1.828 billion of preferred equity interests in certain of the Properties. Net cash proceeds from the transaction were $1.179 billion. The Partnership continues to manage and lease the Properties. The Partnership shares control with the Investors over major decisions of the joint venture, including decisions regarding leasing, operating and capital budgets, and refinancings.



The Partnership performed a Variable Interest Entity (“VIE”) and a Voting Interest Entity (“VOE”) analysis for the entities in the organizational structure of the transaction and concluded Fifth Avenue and Times Square JV is a VOE. The Partnership also determined that the entities in the organizational structure did not meet the criteria to qualify as a VIE. Through its detailed analysis of the various decision-making rights and powers that each party possesses, management concluded that the Partnership and the Investors both have the ability to block or participate in the activities that most significantly impact the entity’s economic performance. The Partnership no longer held a controlling financial interest in the joint venture and as a result deconsolidated the joint venture and began accounting for the investment under the equity method of accounting from the date of transfer. The transaction valued the Properties at $5.556 billion. As a result, there was a step-up in basis of the Partnership’s retained portion of the Properties to fair value. The gain on transfer consisted of both the gain on the partial sale of the Partnership’s interest and the gain resulting from the step-up in basis of the retained interest to fair value, less transaction costs, to arrive at an overall net gain of $2.571 billion.
We identified the consolidation analysis as a critical audit matter because the consolidation analysis, specifically the determination of control, and the propriety of gain recognition, involved an interpretation of especially complex accounting principles generally accepted in the United States of America. The evaluation of management’s determination of control required an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accounting treatment of the partial sale included, among other things, the following:
We tested the effectiveness of controls over management’s determination of control over the joint venture, the resulting deconsolidation of the Properties, and whether a gain or loss should be recognized.
We read transaction agreements, traced and agreed the facts included in the Partnership’s accounting treatment memo to the agreements, and evaluated the assumptions used to arrive at the determined conclusion.
We consulted with our consolidation subject matter experts to assess the reasonableness of the Partnership’s accounting conclusions.
We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

Critical Audit Matter Description
The Fifth Avenue and Times Square JV transaction valued the Properties at $5.556 billion resulting in a financial statement net gain of $2.571 billion. The value was allocated to the assets and liabilities of each property based on their relative fair values. The Partnership utilized the market approach and the income approach to determine relative fair values. The income approach utilizes the present value of future cash flows that are based on a number of factors, including significant management estimates related to discount rates and capitalization rates, to determine the value of each asset and liability by property.
We identified the valuation of the Properties as a critical audit matter because performing audit procedures to evaluate the reasonableness of the discount rates and capitalization rates used to determine the value of each asset and liability by property required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for the Fifth Avenue and Times Square JV transaction included, among other things, the following:
We tested the effectiveness of controls over the Partnership’s review of the compilation of inputs related to the valuation and the determination of fair value of assets acquired and liabilities assumed, including management’s valuation methodology.
With the assistance of our fair value specialists, we assessed the reasonableness of management’s significant assumptions, such as discount and capitalization rates, using comparable market data.
With the assistance of our fair value specialists, we evaluated the reasonableness of the significant assumptions, including testing the source information underlying the determination of these assumptions, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the assumptions selected by management.
We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.











Impairment Losses - Refer to Notes 2, 14, and 16 to the financial statements

Critical Audit Matter Description
The Partnership’s real estate properties including any related right-of-use assets and intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its fair value. The Partnership also reviews its investments in partially owned entities for impairment when indications of potential impairment exist. An impairment loss for investments in partially owned entities is recorded when there is a decline in the fair value below the carrying value that is other than temporary. Fair value is determined based on estimated cash flow projections that utilize discount and capitalization rates and available market information. Preparing the Partnership’s undiscountedestimated cash flows is subjective and is based, in part, onflow projections requires management to make significant estimates and assumptions such as market rental rates and capitalization rates. In the event a property is not recoverable, the Partnership’s evaluation of anticipated discounted cash flows is subjective and is based, in part, on estimates and assumptions such asrelated to future market rental rates, capitalization rates, and discount rates that could differ materially from actual results. Therates.
For the year ended December 31, 2022, the Partnership recognizesrecognized impairment losses within “Transactionof $19,098,000 which are included in “Impairment losses, transaction related costs impairment losses and other” and $583,212,000 which are included in “(Loss) income from partially owned entities” within the consolidated statements of income. Total non-cash impairment losses for the year ended December 31, 2019 were $107,221,000.

70

We identified the impairment of long-lived assetsreal estate properties as a critical audit matter because of the significant estimates and assumptions management makesrelated to evaluate the recoverability and fair value of the assets, specifically the estimates offuture market rental rates, capitalization rates and discount rates for each real estate asset.rates. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to impairment included the undiscounted and discounted cash flow analyses included,following, among other things, the following:others:
•We tested the effectiveness of controls over management’s evaluation of the recoverability of long-lived assets based on undiscounted cash flowsits properties, including those over future market rental rates and capitalization rates used in the assessment.
•We tested the effectiveness of controls over management’s evaluation of impairment of its properties and investments in partially owned entities and measurement of that impairment based on discounted cash flows, including those over the future market rental rates, capitalization rates, and discount rates used in the assessment.
With the assistance of our fair value specialists, we•We evaluated the reasonableness of significant assumptions in the undiscounted and discounted cash flow analyses, including estimates offuture market rental rates, capitalization rates, and discount rates for propertiesused by management with impairment indicators. Weindependent market data, focusing on geographical location and property type. In addition, we developed ranges of independent estimates of thefuture market rental rates, capitalization rates, and discount rates focusing on geographical location and property type and compared our independent estimatesthose to the estimates and assumptionsamounts used by management.
•We involved our fair value specialists in providing comparable market transaction details to further support the Partnership. In addition, we tested the mathematical accuracy of the undiscountedfuture market rental rates, capitalization rates and discounted cash flow analyses.discount rates assumptions, as applicable.
•We evaluated the reasonableness of management’s undiscounted and discountedprojected future cash flow analyses by comparing management’s projections to the Partnership’s historical results and external market sources.results.
•We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.

/s/ DELOITTE & TOUCHE LLP

New York, New York
February 18, 2020

13, 2023
We have served as the Partnership’s auditor since 1997.

71





VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS


(Amounts in thousands, except unit amounts)As of December 31,(Amounts in thousands, except unit amounts)As of December 31,
2019 201820222021
ASSETS   ASSETS  
Real estate, at cost:   Real estate, at cost:
Land$2,591,261
 $3,306,280
Land$2,451,828 $2,540,193 
Buildings and improvements7,953,163
 10,110,992
Buildings and improvements9,804,204 9,839,166 
Development costs and construction in progress1,490,614
 2,266,491
Development costs and construction in progress933,334 718,694 
Moynihan Train Hall development expenditures914,960
 445,693
Leasehold improvements and equipment124,014
 108,427
Leasehold improvements and equipment125,389 119,792 
Total13,074,012
 16,237,883
Total13,314,755 13,217,845 
Less accumulated depreciation and amortization(3,015,958) (3,180,175)Less accumulated depreciation and amortization(3,470,991)(3,376,347)
Real estate, net10,058,054
 13,057,708
Real estate, net9,843,764 9,841,498 
Right-of-use assets379,546
 —
Right-of-use assets684,380 337,197 
Cash and cash equivalents1,515,012
 570,916
Cash and cash equivalents889,689 1,760,225 
Restricted cash92,119
 145,989
Restricted cash131,468 170,126 
Marketable securities33,313
 152,198
Investments in U.S. Treasury billsInvestments in U.S. Treasury bills471,962 — 
Tenant and other receivables95,733
 73,322
Tenant and other receivables81,170 79,661 
Investments in partially owned entities3,999,165
 858,113
Investments in partially owned entities2,665,073 3,297,389 
Real estate fund investments222,649
 318,758
Real estate fund investments— 7,730 
220 Central Park South condominium units ready for sale408,918
 99,627
220 Central Park South condominium units ready for sale43,599 57,142 
Receivable arising from the straight-lining of rents742,206
 935,131
Receivable arising from the straight-lining of rents694,972 656,318 
Deferred leasing costs, net of accumulated amortization of $196,229 and $207,529353,986
 400,313
Identified intangible assets, net of accumulated amortization of $98,587 and $172,11430,965
 136,781
Deferred leasing costs, net of accumulated amortization of $237,395 and $211,775Deferred leasing costs, net of accumulated amortization of $237,395 and $211,775373,555 391,693 
Identified intangible assets, net of accumulated amortization of $98,139 and $97,186Identified intangible assets, net of accumulated amortization of $98,139 and $97,186139,638 154,895 
Other assets355,347
 431,938
Other assets474,105 512,714 
$18,287,013
 $17,180,794
$16,493,375 $17,266,588 
   
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITYLIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net$5,639,897
 $8,167,798
Mortgages payable, net$5,829,018 $6,053,343 
Senior unsecured notes, net445,872
 844,002
Senior unsecured notes, net1,191,832 1,189,792 
Unsecured term loan, net745,840
 744,821
Unsecured term loan, net793,193 797,812 
Unsecured revolving credit facilities575,000
 80,000
Unsecured revolving credit facilities575,000 575,000 
Lease liabilities498,254
 —
Lease liabilities735,969 370,206 
Moynihan Train Hall obligation914,960
 445,693
Special distribution payable on January 15, 2020398,292
 —
Accounts payable and accrued expenses440,049
 430,976
Accounts payable and accrued expenses450,881 613,497 
Deferred revenue59,429
 167,730
Deferred revenue39,882 48,118 
Deferred compensation plan103,773
 96,523
Deferred compensation plan96,322 110,174 
Other liabilities265,754
 311,806
Other liabilities268,166 304,725 
Total liabilities10,087,120
 11,289,349
Total liabilities9,980,263 10,062,667 
Commitments and contingencies


 


Commitments and contingencies
Redeemable partnership units:

 

Class A units - 13,298,956 and 12,544,477 units outstanding884,380
 778,134
Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding4,535
 5,428
Total redeemable partnership units888,915
 783,562
Redeemable noncontrolling interests:Redeemable noncontrolling interests:
Class A units - 14,416,891 and 14,033,438 units outstandingClass A units - 14,416,891 and 14,033,438 units outstanding345,157 587,440 
Series D cumulative redeemable preferred units - 141,400 units outstandingSeries D cumulative redeemable preferred units - 141,400 units outstanding3,535 3,535 
Total redeemable noncontrolling partnership unitsTotal redeemable noncontrolling partnership units348,692 590,975 
Redeemable noncontrolling interest in a consolidated subsidiaryRedeemable noncontrolling interest in a consolidated subsidiary88,040 97,708 
Total redeemable noncontrolling interestsTotal redeemable noncontrolling interests436,732 688,683 
Partners' equity:   Partners' equity:
Partners' capital8,726,529
 8,624,751
Partners' capital9,559,341 9,333,200 
Earnings less than distributions(1,954,266) (4,167,184)Earnings less than distributions(3,894,580)(3,079,320)
Accumulated other comprehensive (loss) income(40,233) 7,664
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)174,967 (17,534)
Total partners' equity6,732,030
 4,465,231
Total partners' equity5,839,728 6,236,346 
Noncontrolling interests in consolidated subsidiaries578,948
 642,652
Noncontrolling interests in consolidated subsidiaries236,652 278,892 
Total equity7,310,978
 5,107,883
Total equity6,076,380 6,515,238 
$18,287,013
 $17,180,794
 $16,493,375 $17,266,588 
See notes to the consolidated financial statements.
72


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME


(Amounts in thousands, except per unit amounts)For the Year Ended December 31,
 2019 2018 2017
REVENUES:     
Rental revenues$1,767,222
 $2,007,333
 $1,948,376
Fee and other income157,478
 156,387
 135,750
Total revenues1,924,700
 2,163,720
 2,084,126
EXPENSES:     
Operating(917,981) (963,478) (886,596)
Depreciation and amortization(419,107) (446,570) (429,389)
General and administrative(169,920) (141,871) (150,782)
(Expense) benefit from deferred compensation plan liability(11,609) 2,480
 (6,932)
Transaction related costs, impairment losses and other(106,538) (31,320) (1,776)
Total expenses(1,625,155) (1,580,759) (1,475,475)



 

 

Income from partially owned entities78,865
 9,149
 15,200
(Loss) income from real estate fund investments(104,082) (89,231) 3,240
Interest and other investment income, net21,819
 17,057
 30,861
Income (loss) from deferred compensation plan assets11,609
 (2,480) 6,932
Interest and debt expense(286,623) (347,949) (345,654)
Net gain on transfer to Fifth Avenue and Times Square JV2,571,099
 —
 —
Purchase price fair value adjustment—
 44,060
 —
Net gains on disposition of wholly owned and partially owned assets845,499
 246,031
 501
Income before income taxes3,437,731
 459,598
 319,731
Income tax expense(103,439) (37,633) (42,375)
Income from continuing operations3,334,292
 421,965
 277,356
(Loss) income from discontinued operations(30) 638
 (13,228)
Net income3,334,262
 422,603
 264,128
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries24,547
 53,023
 (25,802)
Net income attributable to Vornado Realty L.P.3,358,809
 475,626
 238,326
Preferred unit distributions(50,296) (50,830) (65,593)
Preferred unit issuance costs—
 (14,486) —
NET INCOME attributable to Class A unitholders$3,308,513
 $410,310
 $172,733
      
INCOME PER CLASS A UNIT - BASIC:     
Income from continuing operations, net$16.22
 $2.01
 $0.91
Income (loss) from discontinued operations, net—
 0.01
 (0.07)
Net income per Class A unit$16.22
 $2.02
 $0.84
Weighted average units outstanding202,947
 202,068
 201,214
      
INCOME PER CLASS A UNIT - DILUTED:     
Income from continuing operations, net$16.19
 $2.00
 $0.90
Loss from discontinued operations, net—
 —
 (0.07)
Net income per Class A unit$16.19
 $2.00
 $0.83
Weighted average units outstanding203,248
 203,412
 203,300

(Amounts in thousands, except per unit amounts)For the Year Ended December 31,
 202220212020
REVENUES:   
Rental revenues$1,607,685 $1,424,531 $1,377,635 
Fee and other income192,310 164,679 150,316 
Total revenues1,799,995 1,589,210 1,527,951 
EXPENSES:
Operating(873,911)(797,315)(789,066)
Depreciation and amortization(504,502)(412,347)(399,695)
General and administrative(133,731)(134,545)(181,509)
Benefit (expense) from deferred compensation plan liability9,617 (9,847)(6,443)
Impairment losses, transaction related costs and other(31,722)(13,815)(174,027)
Total expenses(1,534,249)(1,367,869)(1,550,740)
(Loss) income from partially owned entities(461,351)130,517 (329,112)
Income (loss) from real estate fund investments3,541 11,066 (226,327)
Interest and other investment income (loss), net19,869 4,612 (5,499)
(Loss) income from deferred compensation plan assets(9,617)9,847 6,443 
Interest and debt expense(279,765)(231,096)(229,251)
Net gains on disposition of wholly owned and partially owned assets100,625 50,770 381,320 
(Loss) income before income taxes(360,952)197,057 (425,215)
Income tax (expense) benefit(21,660)10,496 (36,630)
Net (loss) income(382,612)207,553 (461,845)
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries5,737 (24,014)139,894 
Net (loss) income attributable to Vornado Realty L.P.(376,875)183,539 (321,951)
Preferred unit distributions(62,231)(66,035)(51,904)
Series K preferred unit issuance costs— (9,033)— 
NET (LOSS) INCOME attributable to Class A unitholders$(439,106)$108,471 $(373,855)
(LOSS) INCOME PER CLASS A UNIT - BASIC:   
Net (loss) income per Class A unit$(2.15)$0.52 $(1.86)
Weighted average units outstanding205,315 204,728 203,503 
(LOSS) INCOME PER CLASS A UNIT - DILUTED:   
Net (loss) income per Class A unit$(2.15)$0.51 $(1.86)
Weighted average units outstanding205,315 205,644 203,503 
See notes to consolidated financial statements.

73


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Net income$3,334,262
 $422,603
 $264,128
Other comprehensive (loss) income:     
(Reduction) increase in value of interest rate swaps and other(47,883) (14,635) 15,477
Amounts reclassified from accumulated other comprehensive (loss) income relating to nonconsolidated subsidiaries(2,311) —
 14,402
Other comprehensive (loss) income of nonconsolidated subsidiaries(938) 1,155
 1,425
Reduction in unrealized net gain on available-for-sale securities—
 —
 (20,951)
Comprehensive income3,283,130
 409,123
 274,481
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries24,547
 53,023
 (25,802)
Comprehensive income attributable to Vornado Realty L.P.$3,307,677
 $462,146
 $248,679

(Amounts in thousands)For the Year Ended December 31,
202220212020
Net (loss) income$(382,612)$207,553 $(461,845)
Other comprehensive income (loss):
Change in fair value of interest rate swaps and other190,493 51,338 (29,971)
Other comprehensive income (loss) of nonconsolidated subsidiaries18,874 10,275 (14,342)
Comprehensive (loss) income(173,245)269,166 (506,158)
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated
   subsidiaries
3,121 (24,014)139,894 
Comprehensive (loss) income attributable to Vornado Realty L.P.$(170,124)$245,152 $(366,264)
See notes to consolidated financial statements.
74


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands, except per unit amounts) Preferred Units 
Class A Units
Owned by Vornado
 Earnings
Less Than
Distributions		 Accumulated
Other
Comprehensive
Income (Loss)		 Non-
controlling
Interests in
Consolidated
Subsidiaries		 Total
Equity
  Units Amount Units Amount    
Balance, December 31, 2018 36,800
 $891,294
 190,535
 $7,733,457
 $(4,167,184) $7,664
 $642,652
 $5,107,883
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 3,358,809
 —
 —
 3,358,809
Net income attributable to redeemable partnership units —
 —
 —
 —
 (210,872) —
 —
 (210,872)
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 (24,547) (24,547)
Distributions to Vornado:                
Special distribution ($1.95 per Class A unit) —
 —
 —
 —
 (372,380) —
 —
 (372,380)
Aggregate quarterly distributions to Vornado (see Note 12 for distributions per unit amounts) —
 —
 —
 —
 (503,785) —
 —
 (503,785)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts) —
 —
 —
 —
 (50,131) —
 —
 (50,131)
Class A Units issued to Vornado:                
Upon redemption of redeemable Class A units, at redemption value —
 —
 171
 11,250
 —
 —
 —
 11,250
Under Vornado's employees' share option plan —
 —
 245
 5,489
 (8,587) —
 —
 (3,098)
Under Vornado's dividend reinvestment plan —
 —
 22
 1,414
 —
 —
 —
 1,414
Contributions:             

 

Real estate fund investments —
 —
 —
 —
 —
 —
 9,023
 9,023
Other —
 —
 —
 —
 —
 —
 8,848
 8,848
Distributions —
 —
 —
 —
 —
 —
 (45,587) (45,587)
Conversion of Series A preferred units to Class A units (2) (80) 6
 80
 —
 —
 —
 —
Deferred compensation units and options —
 —
 7
 1,095
 (105) —
 —
 990
Amounts reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 (2,311) —
 (2,311)
Other comprehensive loss of nonconsolidated subsidiaries —
 —
 —
 —
 —
 (938) —
 (938)
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (47,885) —
 (47,885)
Unearned 2016 Out-Performance Plan awards acceleration —
 —
 —
 11,720
 —
 —
 —
 11,720
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 70,810
 —
 —
 —
 70,810
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 3,235
 —
 3,235
Deconsolidation of partially owned entity —
 —
 —
 —
 —
 —
 (11,441) (11,441)
Other (2) —
 —
 —
 (31) 2
 —
 (29)
Balance, December 31, 2019 36,796
 $891,214
 190,986
 $7,835,315
 $(1,954,266) $(40,233) $578,948
 $7,310,978

(Amounts in thousands, except per unit amount)Non-
controlling
Interests in
Consolidated
Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
(Loss) Income		Total
Equity
UnitsAmountUnitsAmount
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 loss attributable to Vornado Realty L.P.— — — — (376,875)— — (376,875)
Net loss attributable to redeemable partnership units— — — — 30,376 — — 30,376 
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 3,931 3,931 
Distributions to Vornado ($2.12 per unit)— — — — (406,562)— — (406,562)
Distributions to preferred unitholders (see Note 11 for distributions per unit amounts)— — — — (62,116)— — (62,116)
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 117 3,524 — — — 3,524 
Under Vornado's employees' share option plan— — — 7 — — — 7 
Under Vornado's dividend reinvestment plan— — 28 878 — — — 878 
Contributions— — — — — — 5,609 5,609 
Distributions— — — — — — (54,388)(54,388)
Deferred compensation units and options— — (2)588 (85)— — 503 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 18,874 — 18,874 
Change in fair value of interest rate swaps and other— — — — — 190,494 — 190,494 
Redeemable Class A unit measurement adjustment— — — 221,145 — — — 221,145 
Redeemable partnership units' share of above adjustments— — — — — (16,866)2,616 (14,250)
Other— — — (1)2 (1)(8)(8)
Balance as of December 31, 202248,793 $1,182,459 191,867 $8,376,882 $(3,894,580)$174,967 $236,652 $6,076,380 
See notes to consolidated financial statements.
75


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED


(Amounts in thousands, except per unit amount) Preferred Units 
Class A Units
Owned by Vornado
 Earnings
Less Than
Distributions		 Accumulated
Other
Comprehensive
Income (Loss)		 Non-
controlling
Interests in
Consolidated
Subsidiaries		 Total
Equity
  Units Amount Units Amount    
Balance, December 31, 2017 36,800
 $891,988
 189,984
 $7,500,235
 $(4,183,253) $128,682
 $670,049
 $5,007,701
Cumulative effect of accounting change —
 —
 —
 —
 122,893
 (108,374) —
 14,519
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 475,626
 —
 —
 475,626
Net income attributable to redeemable partnership units —
 —
 —
 —
 (25,672) —
 —
 (25,672)
Net loss attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 (53,023) (53,023)
Distributions to Vornado ($2.52 per Class A unit) —
 —
 —
 —
 (479,348) —
 —
 (479,348)
Distributions to preferred unitholders —
 —
 —
 —
 (50,636) —
 —
 (50,636)
Series G and Series I cumulative redeemable preferred units issuance costs —
 (663) —
 —
 (14,486) —
 —
 (15,149)
Class A Units issued to Vornado:     

 

       

Upon redemption of redeemable Class A units, at redemption value —
 —
 244
 17,068
 —
 —
 —
 17,068
Under Vornado's employees' share option plan —
 —
 279
 5,919
 (12,185) —
 —
 (6,266)
Under Vornado's dividend reinvestment plan —
 —
 20
 1,390
 —
 —
 —
 1,390
Contributions:             

 

Real estate fund investments —
 —
 —
 —
 —
 —
 46,942
 46,942
Other —
 —
 —
 —
 —
 —
 15,715
 15,715
Distributions:         

     

Real estate fund investments —
 —
 —
 —
 —
 —
 (12,665) (12,665)
Other —
 —
 —
 —
 —
 —
 (33,250) (33,250)
Conversion of Series A preferred units to Class A units —
 (31) 2
 30
 —
 —
 —
 (1)
Deferred compensation units and options —
 —
 6
 1,157
 (121) —
 —
 1,036
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 1,155
 —
 1,155
Reduction in value of interest rate swaps —
 —
 —
 —
 —
 (14,634) —
 (14,634)
Unearned 2015 Out-Performance Plan awards acceleration —
 —
 —
 9,046
 —
 —
 —
 9,046
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 198,064
 —
 —
 —
 198,064
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 836
 —
 836
Consolidation of the Farley joint venture —
 —
 —
 —
 —
 —
 8,720
 8,720
Other —
 —
 —
 548
 (2) (1) 164
 709
Balance, December 31, 2018 36,800
 $891,294
 190,535
 $7,733,457
 $(4,167,184) $7,664
 $642,652
 $5,107,883

(Amounts in thousands, except per unit amounts)Non-
controlling
Interests in
Consolidated
Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
Loss		Total
Equity
UnitsAmountUnitsAmount
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.— — — — 183,539 — — 183,539 
Net income attributable to redeemable partnership units— — — — (7,540)— — (7,540)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — 20,826 20,826 
Distributions to Vornado ($2.12 per unit)— — — — (406,109)— — (406,109)
Distributions to preferred unitholders (see Note 11 for distributions per unit amounts)— — — — (65,880)— — (65,880)
Series O cumulative redeemable preferred units issuance12,000 291,153 — — — — — 291,153 
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 350 14,576 — — — 14,576 
Under Vornado's employees' share option plan— — 1 22 — — — 22 
Under Vornado's dividend reinvestment plan— — 21 877 — — — 877 
Contributions— — — — — — 4,052 4,052 
Distributions— — — — — — (160,975)(160,975)
Conversion of Series A preferred units to Class A units— (13)1 13 — — — — 
Deferred compensation units and options— — (4)906 (114)— — 792 
Other comprehensive income of nonconsolidated subsidiaries— — — — — 10,275 — 10,275 
Change in fair value of interest rate swaps— — — — — 51,337 — 51,337 
Unearned 2018 Out-Performance Plan awards acceleration— — — 10,283 — — — 10,283 
Redeemable Class A unit measurement adjustment— — — (76,073)— — — (76,073)
Series K cumulative redeemable preferred units called for redemption(12,000)(290,967)— — (9,033)— — (300,000)
Redeemable partnership units' share of above adjustments— — — — — (4,048)— (4,048)
Other— (53)— (3)(1)1 32 (24)
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 
See notes to consolidated financial statements.
76


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED


(Amounts in thousands, except per unit amount) Preferred Units 
Class A Units
Owned by Vornado
 Earnings
Less Than
Distributions		 Accumulated
Other
Comprehensive
Income (Loss)		 Non-
controlling
Interests in
Consolidated
Subsidiaries		 Total
Equity
  Units Amount Units Amount    
Balance, December 31, 2016 42,825
 $1,038,055
 189,101
 $7,160,874
 $(1,419,382) $118,972
 $719,977
 $7,618,496
Net income attributable to Vornado Realty L.P. —
 —
 —
 —
 238,326
 —
 —
 238,326
Net income attributable to redeemable partnership units —
 —
 —
 —
 (10,910) —
 —
 (10,910)
Net income attributable to noncontrolling interests in consolidated subsidiaries —
 —
 —
 —
 —
 —
 25,802
 25,802
Distributions to Vornado ($2.62 per Class A unit) —
 —
 —
 —
 (496,490) —
 —
 (496,490)
Distributions to preferred unitholders —
 —
 —
 —
 (65,399) —
 —
 (65,399)
Series M cumulative redeemable preferred units issuance 12,780
 309,609
 —
 —
 —
 —
 —
 309,609
Series G and Series I cumulative redeemable preferred units called for redemption (18,800) (455,514) —
 —
 —
 —
 —
 (455,514)
Class A Units issued to Vornado: 

 

     

 

   

Upon redemption of redeemable Class A units, at redemption value —
 —
 403
 38,747
 —
 —
 —
 38,747
Under Vornado's employees' share option plan —
 —
 449
 28,253
 —
 —
 —
 28,253
Under Vornado's dividend reinvestment plan —
 —
 17
 1,459
 —
 —
 —
 1,459
Contributions —
 —
 —
 —
 —
 —
 1,044
 1,044
Distributions:             
 

JBG SMITH Properties —
 —
 —
 —
 (2,428,345) —
 —
 (2,428,345)
Real estate fund investments —
 —
 —
 —
 —
 —
 (73,850) (73,850)
Other —
 —
 —
 —
 —
 —
 (2,618) (2,618)
Conversion of Series A preferred units to Class A units (5) (162) 10
 162
 —
 —
 —
 —
Deferred compensation units and options —
 —
 —
 2,246
 (418) —
 —
 1,828
Reduction in unrealized net gain on available-for-sale securities —
 —
 —
 —
 —
 (20,951) —
 (20,951)
Amounts reclassified related to a nonconsolidated subsidiary —
 —
 —
 —
 —
 14,402
 —
 14,402
Other comprehensive income of nonconsolidated subsidiaries —
 —
 —
 —
 —
 1,425
 —
 1,425
Increase in value of interest rate swaps —
 —
 —
 —
 —
 15,477
 —
 15,477
Adjustments to carry redeemable Class A units at redemption value —
 —
 —
 268,494
 —
 —
 —
 268,494
Redeemable partnership units' share of above adjustments —
 —
 —
 —
 —
 (642) —
 (642)
Other —
 —
 4
 —
 (635) (1) (306) (942)
Balance, December 31, 2017 36,800
 $891,988
 189,984
 $7,500,235
 $(4,183,253) $128,682
 $670,049
 $5,007,701

(Amounts in thousands, except per unit amount)Non-
controlling
Interests in
Consolidated
Subsidiaries
Preferred UnitsClass A Units
Owned by Vornado		Earnings
Less Than
Distributions		Accumulated
Other
Comprehensive
Loss		Total
Equity
UnitsAmountUnitsAmount
Balance as of December 31, 201936,796 $891,214 190,986 $7,835,315 $(1,954,266)$(40,233)$578,948 $7,310,978 
Cumulative effect of accounting change— — — — (16,064)— — (16,064)
Net loss attributable to Vornado Realty L.P.— — — — (321,951)— — (321,951)
Net loss attributable to redeemable partnership units— — — — 24,946 — — 24,946 
Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries— — — — — — (140,438)(140,438)
Distributions to Vornado ($2.38 per unit)— — — — (454,939)— — (454,939)
Distributions to preferred unitholders (see Note 11 for distributions per unit amounts)— — — — (51,739)— — (51,739)
Series N cumulative redeemable preferred units issuance12,000 291,182 — — — — — 291,182 
Class A Units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value— — 236 9,266 — — — 9,266 
Under Vornado's employees' share option plan— — 69 3,517 — — — 3,517 
Under Vornado's dividend reinvestment plan— — 47 2,345 — — — 2,345 
Contributions:
Real estate fund investments— — — — — — 3,389 3,389 
Other— — — — — — 4,305 4,305 
Distributions— — — — — — (33,007)(33,007)
Conversion of Series A preferred units to Class A units(3)(57)4 57 — — — — 
Deferred compensation units and options— — 13 1,306 (137)— — 1,169 
Other comprehensive loss of nonconsolidated subsidiaries— — — — — (14,342)— (14,342)
Change in fair value of interest rate swaps— — — — — (29,972)— (29,972)
Unearned 2017 Out-Performance Plan awards acceleration— — — 10,824 — — — 10,824 
Redeemable Class A unit measurement adjustment— — — 344,043 — — — 344,043 
Redeemable partnership units' share of above adjustments— — — — — 2,914 — 2,914 
Other— — — (6,533)(32)6,534 1,760 1,729 
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 
See notes to consolidated financial statements.
77


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Cash Flows from Operating Activities:     
Net income$3,334,262
 $422,603
 $264,128
Adjustments to reconcile net income to net cash provided by operating activities:     
Net gain on transfer to Fifth Avenue and Times Square JV(2,571,099) —
 —
Net gains on disposition of wholly owned and partially owned assets(845,499) (246,031) (501)
Depreciation and amortization (including amortization of deferred financing costs)438,933
 472,785
 529,826
Distributions of income from partially owned entities116,826
 78,831
 82,095
Net realized and unrealized loss on real estate fund investments106,109
 84,706
 15,267
Equity in net income of partially owned entities(78,865) (9,149) (15,635)
Non-cash impairment loss on 608 Fifth Avenue right-of-use asset75,220
 —
 —
Stock-based compensation expense53,908
 31,722
 32,829
Real estate impairment losses and related write-offs26,705
 12,000
 —
Prepayment penalty on redemption of senior unsecured notes due 202222,058
 —
 —
Amortization of below-market leases, net(19,830) (38,573) (46,790)
Straight-lining of rents9,679
 (7,605) (45,792)
Decrease in fair value of marketable securities5,533
 26,453
 —
Purchase price fair value adjustment—
 (44,060) —
Return of capital from real estate fund investments—
 20,290
 91,606
Change in valuation of deferred tax assets and liabilities—
 12,835
 34,800
Net gains on real estate and other—
 —
 (3,489)
Other non-cash adjustments13,765
 7,499
 23,651
Changes in operating assets and liabilities:     
Real estate fund investments(10,000) (68,950) —
Tenant and other receivables, net(25,988) (14,532) 1,183
Prepaid assets7,558
 151,533
 (12,292)
Other assets(4,302) (84,222) (79,199)
Accounts payable and accrued expenses5,940
 5,869
 3,760
Other liabilities1,626
 (11,363) (15,305)
Net cash provided by operating activities662,539
 802,641
 860,142
      
Cash Flows from Investing Activities:     
Proceeds from sale of condominium units at 220 Central Park South1,605,356
 214,776
 —
Proceeds from transfer of interest in Fifth Avenue and Times Square JV (net of $35,562 of transaction costs and $10,899 of deconsolidated cash and restricted cash)1,248,743
 —
 —
Development costs and construction in progress(649,056) (418,186) (355,852)
Proceeds from redemption of 640 Fifth Avenue preferred equity500,000
 —
 —
Moynihan Train Hall expenditures(438,935) (74,609) —
Proceeds from sale of real estate and related investments324,201
 219,731
 9,543
Additions to real estate(233,666) (234,602) (271,308)
Proceeds from sales of marketable securities168,314
 4,101
 —
Acquisitions of real estate and other(69,699) (574,812) (30,607)
Distributions of capital from partially owned entities24,880
 100,178
 366,155
Investments in partially owned entities(18,257) (37,131) (40,537)
Proceeds from repayments of loans receivable1,395
 25,757
 659
Investments in loans receivable—
 (105,000) —
Net consolidation of Farley Office and Retail Building—
 2,075
 —
Proceeds from the repayment of JBG SMITH Properties loan receivable—
 —
 115,630
Net cash provided by (used in) investing activities2,463,276
 (877,722) (206,317)


(Amounts in thousands)For the Year Ended December 31,
 202220212020
Cash Flows from Operating Activities:
Net (loss) income$(382,612)$207,553 $(461,845)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)526,306 432,594 417,942 
Equity in net loss (income) of partially owned entities461,351 (130,517)329,112 
Distributions of income from partially owned entities184,501 214,521 175,246 
Net gains on disposition of wholly owned and partially owned assets(100,625)(50,770)(381,320)
Straight-lining of rents(46,177)8,644 24,404 
Stock-based compensation expense29,249 38,329 48,677 
Real estate impairment losses19,098 7,880 236,286 
Change in deferred tax liability14,005 11,243 (96)
Amortization of below-market leases, net(5,178)(9,249)(16,878)
Return of capital from real estate fund investments5,141 5,104 — 
Net realized and unrealized loss (income) on real estate fund investments2,589 (4,621)226,107 
Write-off of lease receivables deemed uncollectible872 7,695 63,204 
Defeasance cost in connection with refinancing of mortgage payable— 23,729 — 
Non-cash gain on extinguishment of 608 Fifth Avenue lease liability— — (70,260)
Credit losses on loans receivable— — 13,369 
Decrease in fair value of marketable securities— — 4,938 
Other non-cash adjustments3,090 (3,875)6,835 
Changes in operating assets and liabilities:
Real estate fund investments— (4,474)(7,197)
Tenant and other receivables(4,437)(187)(5,330)
Prepaid assets104,186 30,466 (137,452)
Other assets(34,615)(54,716)(52,832)
Accounts payable and accrued expenses5,718 35,856 14,868 
Other liabilities16,482 (3,399)(3,538)
Net cash provided by operating activities798,944 761,806 424,240 
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills(1,066,096)— — 
Development costs and construction in progress(737,999)(585,940)(601,920)
Proceeds from maturities of U.S. Treasury bills597,499 — — 
Proceeds from sales of real estate373,264 100,024 — 
Additions to real estate(159,796)(149,461)(155,738)
Proceeds from sale of condominium units and ancillary amenities at 220 Central Park South88,019 137,404 1,044,260 
Distributions of capital from partially owned entities34,417 106,005 2,389 
Investments in partially owned entities(33,172)(14,997)(8,959)
Acquisitions of real estate and other(3,000)(3,000)(1,156)
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— 1,554 — 
Moynihan Train Hall expenditures— — (395,051)
Proceeds from sales of marketable securities— — 28,375 
Net cash used in investing activities(906,864)(532,347)(87,800)
See notes to consolidated financial statements.
78


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)For the Year Ended December 31,
 202220212020
Cash Flows from Financing Activities:
Repayments of borrowings$(1,251,373)$(1,584,243)$(1,067,564)
Proceeds from borrowings1,029,773 3,248,007 1,056,315 
Distributions to Vornado(406,562)(406,109)(827,319)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(84,699)(190,876)(91,514)
Distributions to preferred unitholders(62,116)(65,880)(64,271)
Debt issuance costs(32,706)(51,184)(10,901)
Contributions from noncontrolling interests in consolidated subsidiaries5,609 4,052 100,094 
Proceeds received from exercise of Vornado stock options and other885 899 5,862 
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(85)(1,567)(137)
Purchase of marketable securities in connection with defeasance of mortgage payable— (973,729)— 
Redemption of preferred units— (300,000)— 
Proceeds from the issuance of preferred units— 291,153 291,182 
Moynihan Train Hall reimbursement from Empire State Development— — 395,051 
Net cash used in financing activities(801,274)(29,477)(213,202)
Net (decrease) increase in cash and cash equivalents and restricted cash(909,194)199,982 123,238 
Cash and cash equivalents and restricted cash at beginning of period1,930,351 1,730,369 1,607,131 
Cash and cash equivalents and restricted cash at end of period$1,021,157 $1,930,351 $1,730,369 

(Amounts in thousands)Year Ended December 31,
 2019 2018 2017
Cash Flows from Financing Activities:     
Repayments of borrowings$(2,718,987) $(685,265) $(631,681)
Proceeds from borrowings1,108,156
 526,766
 1,055,872
Distributions to Vornado(503,785) (479,348) (496,490)
Moynihan Train Hall reimbursement from Empire State Development438,935
 74,609
 —
Purchase of marketable securities in connection with defeasance of mortgage payable(407,126) —
 —
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries(80,194) (76,149) (109,697)
Distributions to preferred unitholders(50,131) (55,115) (64,516)
Contributions from noncontrolling interests in consolidated subsidiaries17,871
 61,062
 1,044
Prepayment penalty on redemption of senior unsecured notes due 2022(22,058) —
 —
Debt issuance costs(15,588) (12,908) (12,325)
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other(8,692) (12,969) (418)
Proceeds received from exercise of Vornado stock options and other6,903
 7,309
 29,712
Redemption of preferred units(893) (470,000) —
Debt prepayment and extinguishment costs—
 (818) (3,217)
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items)—
 —
 (416,237)
Proceeds from issuance of preferred units—
 —
 309,609
Net cash used in financing activities(2,235,589) (1,122,826) (338,344)
Net increase (decrease) in cash and cash equivalents and restricted cash890,226
 (1,197,907) 315,481
Cash and cash equivalents and restricted cash at beginning of period716,905
 1,914,812
 1,599,331
Cash and cash equivalents and restricted cash at end of period$1,607,131
 $716,905
 $1,914,812
Reconciliation of Cash and Cash Equivalents and Restricted Cash:     
Cash and cash equivalents at beginning of period$570,916
 $1,817,655
 $1,501,027
Restricted cash at beginning of period145,989
 97,157
 95,032
Restricted cash included in discontinued operations at beginning of period—
 —
 3,272
Cash and cash equivalents and restricted cash at beginning of period$716,905
 $1,914,812
 $1,599,331
      
Cash and cash equivalents at end of period$1,515,012
 $570,916
 $1,817,655
Restricted cash at end of period92,119
 145,989
 97,157
Cash and cash equivalents and restricted cash at end of period$1,607,131
 $716,905
 $1,914,812


Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period$1,760,225 $1,624,482 $1,515,012 
Restricted cash at beginning of period170,126 105,887 92,119 
Cash and cash equivalents and restricted cash at beginning of period$1,930,351 $1,730,369 $1,607,131 
Cash and cash equivalents at end of period$889,689 $1,760,225 $1,624,482 
Restricted cash at end of period131,468 170,126 105,887 
Cash and cash equivalents and restricted cash at end of period$1,021,157 $1,930,351 $1,730,369 
See notes to consolidated financial statements.
79


VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED


(Amounts in thousands)Year Ended December 31,
 2019 2018 2017
Supplemental Disclosure of Cash Flow Information:     
Cash payments for interest, excluding capitalized interest of $67,980, $67,402 and $43,071$283,613
 $311,835
 $338,983
Cash payments for income taxes$59,834
 $62,225
 $6,727
      
Non-Cash Investing and Financing Activities:     
Investments received in exchange for transfer to Fifth Avenue and Times Square JV:     
Preferred equity$2,327,750
 $—
 $—
Common equity1,449,495
 —
 —
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"1,311,468
 233,179
 —
Lease liabilities arising from the recognition of right-of-use assets526,866
 —
 —
Marketable securities transferred in connection with the defeasance of mortgage payable(407,126) —
 —
Special distribution declared and payable on January 15, 2020398,292
 —
 —
Defeased mortgage payable390,000
 —
 —
Write-off of fully depreciated assets(122,813) (86,064) (58,810)
Accrued capital expenditures included in accounts payable and accrued expenses109,975
 88,115
 102,976
Adjustments to carry redeemable Class A units at redemption value70,810
 198,064
 268,494
Recognition of negative basis related to the sale of our investment in 330 Madison Avenue60,052
 —
 —
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive (loss) income" to "marketable securities" upon conversion of operating partnership units to common shares54,962
 —
 —
Increase in assets and liabilities resulting from the consolidation of Farley Office and Retail Building:     
Real estate, net—
 401,708
 —
Mortgage payable, net—
 249,459
 —
Increase in assets and liabilities resulting from the consolidation of Moynihan Train Hall:     
Real estate, net—
 346,926
 —
Moynihan Train Hall obligation—
 346,926
 —
Non-cash distribution to JBG SMITH Properties:     
Assets—
 —
 3,432,738
Liabilities—
 —
 (1,414,186)
Equity—
 —
 (2,018,552)
Reclassification of Series G and Series I cumulative redeemable preferred shares to liabilities upon call for redemption—
 —
 455,514
Loan receivable established upon the spin-off of JBG SMITH Properties—
 —
 115,630
Reduction in unrealized net gain on available-for-sale securities—
 —
 (20,951)
(Amounts in thousands)For the Year Ended December 31,
 202220212020
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $19,085, $38,320 and $40,855$252,371 $188,587 $210,052 
Cash payments for income taxes$7,947 $9,155 $15,105 
Non-Cash Information:
Additional estimated lease liability arising from the recognition of right-of-use asset$350,000 $— $— 
Write-off of fully depreciated assets(278,561)(123,537)(189,250)
Redeemable Class A unit measurement adjustment221,145 (76,073)344,043 
Change in fair value of consolidated interest rate swaps and other190,494 51,337 (29,972)
Accrued capital expenditures included in accounts payable and accrued expenses104,750 291,690 117,641 
Reclassification of condominium units from "development costs and construction in progress" to
   "220 Central Park South condominium units ready for sale"
32,604 16,014 388,280 
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 — 
Marketable securities transferred in connection with the defeasance of mortgage payable— (973,729)— 
Defeasance of mortgage payable— 950,000 — 
Reclassification of assets held for sale (included in "other assets")— 80,005 — 
Decrease in assets and liabilities resulting from the deconsolidation of Moynihan Train Hall:— — — 
Real estate, net— — (1,291,804)
Moynihan Train Hall Obligation— — (1,291,804)
See notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1.    Organization and Business
1.
Organization and Business
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 (the “Operating Partnership”).partnership. Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders are dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of and owned approximately 93.1%92% of the common limited partnership interest in the Operating Partnership as of December 31, 2019.2022. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We currently own all or portions of: 
New York: 
19.1•62 Manhattan operating properties consisting of:
•19.9 million square feet of Manhattan office space in 3530 of the properties;
2.3•2.6 million square feet of Manhattan street retail space in 7056 of the properties;
1,991•1,664 units in 10six Manhattan residential properties;
The 1,700 room•Multiple development sites, including 350 Park Avenue and the Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn District; andsite;
•A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns 7six properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.31.1 million square foot Bloomberg, L.P. headquarters building.building, and The Alexander, a 312-unit apartment tower in Queens;
•Signage throughout the Penn District and Times Square; and
•Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning and security services for our buildings and third parties.
Other Real Estate and Investments: 
•The 3.7 million square foot theMART in Chicago;
•A 70% controlling interest in 555 California Street, a 3-buildingthree-building office complex in San Francisco’s financial district aggregating 1.8 million square feet; and
A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the general partner and investment manager of the fund; and
•Other real estate and investments.

2.     Basis of Presentation and Significant Accounting Policies
2.
Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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.
Certain In addition, certain prior year balances have been reclassified in order to conform to the current period presentation. For the years ended December 31, 2018 and 2017, "property rentals" of $1,760,205,000 and $1,714,952,000, respectively, and "tenant expense reimbursements" of $247,128,000 and $233,424,000 , respectively, were grouped into "rental revenues" on our consolidated statements of income in accordance with Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements.
Recently Issued Accounting Literature
In February 2016,March 2020, the Financial Accounting Standards Board ("FASB") issued an updateAccounting 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. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2016-02”2022-06”) establishingwhich was issued to defer the sunset date of ASC Topic 842, Leases ("ASC 842"), as amended by subsequent ASUs848 to December 31, 2024. ASU 2022-06 is effective immediately for all companies. ASU 2022-06 will have no impact on the topic, which sets out the principlesCompany’s consolidated financial statements for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a two-method approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use ("ROU") asset and a lease liability for all leases with a term of greater than 12 months. Lease liabilities equal the present value of future lease payments. Right-of-use assets equal the lease liabilities adjusted for accrued rent expense, initial direct costs, lease incentives and prepaid lease payments. Leases with a term of 12 months or less will be accounted for similar to the previously existing lease guidance under ASC Topic 840, Leases ("ASC 840"). Lease expense is recognized based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by the lessor is largely unchanged from that applied under ASC 840.year ended December 31, 2022. We adopted this standard effective January 1, 2019. In transitioning to ASC 842, we elected to use the practical expedient package available to us and did not elect to use hindsight. As of January 1, 2019, we had 12 ground leases classified as operating leases, for which we were required to record a right-of-use asset and a lease liability equal to the present value of the future lease payments. We will continue to recognize expense on a straight-line basis for these leases. We recorded an aggregateevaluate the impact of $526,866,000 of ROU assetsASC 848 and a corresponding $526,866,000 of lease liabilitiesmay apply other elections as a result ofapplicable as additional changes in the adoption of this standard (see Note 20 - Leases).market occur.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.     Basis of Presentation and Significant Accounting Policies - continued
2.Basis of Presentation and Significant Accounting Policies - continued
Recently Issued Accounting Literature - continued
Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, beginning January 1, 2019, we no longer capitalize internal leasing costs and instead expense these costs as incurred, as a component of "general and administrative" expense on our consolidated statements of income. For the years ended December 31, 2018 and 2017, we capitalized $5,538,000 and $5,243,000, respectively, of internal leasing costs.
In June 2016,August 2020, the FASB issued an update (“("ASU 2016-13”2020-06")Measurement of Credit Losses on Financial Instruments establishing ASC Topic 326, 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).Financial Instruments - Credit Losses, as amended ASU 2020-06 simplifies the accounting for convertible instruments by subsequent ASUs onreducing the topic. ASU 2016-13 changes how entities will accountnumber of accounting models for credit losses for most financial assetsconvertible debt instruments and convertible preferred stock, removes certain other instrumentssettlement conditions that are not measured at fair value through net income. The guidance replacesrequired for equity contracts to qualify for the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information to estimate expected credit losses overderivative scope exception and also simplifies the lifetime of the financial asset. diluted earnings per share calculation in certain areas.ASU 2016-132020-06 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019.2021, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements, but do not believe the adoption ofadopted this standard will have a material impact on our consolidated financial statements.
In August 2018, the FASB issued an update (“ASU 2018-13”) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. We elected to early adopt ASU 2018-13 effective January 1, 2019. The adoption of this update2022 using the modified retrospective approach which did not have a material impact on our consolidated financial statements and disclosures.
In October 2018,July 2021, the FASB issued an update ("ASU 2018-16"2021-05")Lessors - Certain Leases with Variable Lease Payments Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to ASC Topic 815,842, Leases Derivatives and Hedging("ASC 842").. ASU 2018-16 expands the list of U.S. benchmark interest rates permitted in the application of hedge2021-05 provides additional ASC 842 classification guidance as it relates to a lessor's accounting by adding the OISfor 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 based on SOFR as an eligible benchmark interest rate.operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2018-162021-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018.2021, with early adoption permitted. We adopted this update effective January 1, 2019. The adoption of this update2022 which did not have anyan impact on our consolidated financial statements.statements and disclosures.

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


2.Basis of Presentation and Significant Accounting Policies - continued
Significant Accounting Policies
Real Estate: Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment, including interest and debt expense, are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives of these assets which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Additions to real estate include interest and debt expense capitalized during construction of $72,200,000 and $73,166,000 for the years ended December 31, 2019 and 2018, respectively.
Upon the acquisition of real estate, we assess whether the transaction should be accounted for as an asset acquisition or as a business combination. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. Our acquisitions of real estate generally will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related identified intangible assets).
We assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.
Our properties, including any related right-of-use ("ROU") assets and intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods andinformation available market information at the time the analyses are prepared. If our estimatesEstimates of the projected future cash flows or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows isare subjective and isare based, in part, on estimates and assumptions regarding future occupancy, rental revenues, operating expenses, capital expenditures, discount rates capital requirements,and capitalization rates and discount rates thatwhich could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.     Basis of recording impairment losses. We recognized impairment losses of $107,221,000Presentation and $12,000,000 for the years ended December 31, 2019 and 2018, respectively. There were 0 impairment losses in the year ended December 31, 2017.Significant Accounting Policies - continued
Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies ("Related")) which is developing the Farley Office and Retail Building has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to ASC 842-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2019 and 2018 of $914,960,000and $445,693,000, respectively, are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.Significant Accounting Policies - continued
Partially Owned Entities: We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider (i) whether the entity is a variable interest entity (“VIE”) in which we are the primary beneficiary or (ii) whether the entity is a voting interest entity in which we have a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. InvestmentsEquity investments that do not qualify for consolidation or equity method accounting are accounted for underrecorded at fair value in accordance with ASC Topic 321, Investments-Equity Securities ("ASC 321") or, if fair value is not readily determinable, are initially recognized at cost and subsequently remeasured if there is an orderly transaction in an identical or similar investment of the cost method.same issuer or if the investment is impaired.

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


2.Basis of Presentation and Significant Accounting Policies - continued
Significant Accounting Policies - continued
Partially Owned Entities - continued:Investments in unconsolidated partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value of an investment below theits carrying value and we conclude suchthat the decline is other-than-temporary.other-than-temporary during our intended holding period. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods andinformation available information at the time the analyses are prepared. In the year ended December 31, 2017, we recognized non-cash impairment lossesEstimates of future cash flows are subjective and are based, in part, on investments in partially owned entities aggregating$44,465,000. There were 0 non-cash impairment losses on investments in partially owned entities in the years ended December 31, 2019assumptions regarding future rental revenues, operating expenses, capital expenditures, discount rates and 2018.capitalization rates which could differ materially from actual results.
220 Central Park South Condominium Units Ready For Sale: We are constructing a residential condominium tower atOur 220 Central Park South ("(“220 CPS"CPS”). Condominium residential condominium units are reclassedreclassified from "development“development costs and construction in progress"progress” to "220“220 Central Park South condominium units ready for sale"sale” upon receipt of the unit'sunit’s temporary certificate of occupancy. These units are substantially complete and ready for sale. Each unit is carried at the lower of its carrying amount or fair value less costs to sell. We have used the relative sales value method to allocate costs to individual condominium units. GAAP income is recognized when legal title transfers upon closing of the condominium unit sales and is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. As of December 31, 20192022 and 2018,2021, none of the 220 CPS condominium units ready for sale had a carrying value that exceeded fair value.
Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consists of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit (ii) United States Treasury Bills, and (iii)(ii) Certificate of Deposits placed through an Account Registry Service. 
Restricted Cash: Restricted cash consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements, including for debt service, real estate taxes, property insurance and capital improvements.
Investments in U.S. Treasury Bills: Treasury bills are short-term debt obligations with maturities of one year or less issued by the U.S. Treasury Department and backed by the U.S. Government. Treasury bills yield no interest, but are issued at a discount to the redemption price. We classify our investments in U.S. Treasury bills as available-for-sale debt investments. We use quoted market prices to determine the fair value of our investments in U.S. Treasury bills.
Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest expense. Direct and incremental costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.     Basis of Presentation and Significant Accounting Policies - continued
Significant Accounting Policies - continued
Revenue Recognition:
•Rental revenues include revenues from the leasing of space at our properties to tenants, trade shows, tenant services and parking garage revenues.
•Revenues from the leasing of space at our properties to tenants include (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of common area maintenance expenses, and (ii) reimbursement of real estate taxes and insurance expenses. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842.
•Revenues from fixed lease payments for operating leases are recognized on a straight-line basis over the non-cancelable term of the lease, together with renewal options that are reasonably certain of being exercised. We commence revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use.
•Revenues derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred.
•We recognize amortization of acquired below-market leases as an increase to rental revenues and amortization of acquired above-market leases as a decrease to rental revenues over the term of the lease (see Note 8 - Identified Intangible Assets and Liabilities).
•Revenues from the operation of trade shows at our properties, primarily derived from booth rentals, are recognized when the trade show booths are made available for use by the exhibitors, in accordance with ASC 842.
•Revenues derived from sub-metered electric, elevator, trash removal and other services provided to our tenants at their request are recognized as the services are transferred in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606").
•Revenues derived from the operations of our parking facilities, which charge hourly or monthly fees to provide parking services to customers, are recognized as the services are transferred in accordance with ASC 606.
•We classify revenues derived from management, leasing and other contractual agreements (including BMS cleaning, engineering and security services) with third parties or with partially owned entities as “fee and other income” and recognize revenue as the services are transferred in accordance with ASC 606.
We evaluate on an individual lease basis whether it is probable that we will collect substantially all amounts due from our tenants and recognize changes in the collectability assessment of our operating leases as adjustments to rental revenue. Management exercises judgment in assessing collectability of tenant receivables and considers payment history, current credit status and publicly available information about the financial condition of the tenant, the impact of COVID-19 on tenants' businesses, and other factors. Tenant receivables, including receivables arising from the straight-lining of rents, are written off when management deems that the collectability of substantially all future lease payments from a specific lease is not probable of collection, at which point, the Company will limit future rental revenues to cash received.
We have made a policy election in accordance with the FASB Staff Q&A which provides relief in accounting for leases during the COVID-19 pandemic, allowing us to continue recognizing rental revenue on a straight-line basis for rent deferrals, with no impact to revenue recognition, and to recognize rent abatements as a reduction to rental revenue in the period granted.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.     Basis of Presentation and Significant Accounting Policies - continued
Significant Accounting Policies - continued
Income Taxes: Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100% of its REIT taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 2019, were characterized, for federal income tax purposes, as 62.1% ordinary income and 37.9% long-term capital gain. Dividends distributed for the year ended December 31, 2018, were characterized, for federal income tax purposes, as 91.7% ordinary income and 8.3% long-term capital gain. Dividends distributed for the year ended December 31, 2017,2022 were characterized, for federal income tax purposes, as ordinary income.
On December 18, 2019, Vornado's Board of Trustees declared a special dividend of $1.95 per share which was paid on January 15, 2020 to common shareholders of record on December 30, 2019 (the "Record Date"). Class A unitholdersincome under Section 199A of the Operating PartnershipInternal Revenue Code. Dividends distributed for the year ended December 31, 2021 were characterized for federal income tax purposes as 84.2% ordinary income under Section 199A of the Record Date receivedInternal Revenue Code and 15.8% qualified dividend income (taxed as long-term capital gain). Dividends distributed for the same distribution amount per unit on January 15, 2020. Approximately $1.74 per shareyear ended December 31, 2020 were characterized for federal income tax purposes as ordinary income under Section 199A of the special dividend was a long-term capital gain. The dividend was the result of gains from the transfer of a 45.4% common equity interest in the Fifth Avenue and Times Square JV(see Note 6 - Investments in Partially Owned Entities), the sale of our 25% interest in 330 Madison Avenue (see Note 6 - Investments in Partially Owned Entities) and other previously disclosed asset sales, partially offset by a tax deduction resulting from our former investment in Toys "R" Us (see Note 6 - Investments in Partially Owned Entities).Internal Revenue Code.
We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates. OurThe Farley Building and our 220 Central Park SouthCPS condominium project isare held through a taxable REIT subsidiary.subsidiaries.

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


2.BasisAs of Presentation and Significant Accounting Policies - continued
Significant Accounting Policies - continued
At December 31, 20192022 and 2018,2021, our taxable REIT subsidiaries had deferred tax assets, net of valuation allowances, of $57,226,000$7,944,000 and $109,949,000,$8,582,000, respectively, andwhich are included in “other assets” on our consolidated balance sheets. AtAs of December 31, 20192022 and 2018,2021, our taxable REIT subsidiaries had deferred tax liabilities of $29,444,000$54,597,000 and $28,676,000,$40,591,000, respectively, which are included in "other liabilities" on our consolidated balance sheets. The deferred tax assets and liabilities relate to net operating loss carry forwards and temporary differences between the book and tax basis of asset and liabilities. During 2019, we utilized $10,257,000 ofour assets. The deferred tax assets relatedliabilities relate to temporary differences between the book and tax basis of our assets.
As of December 31, 2022, our taxable REIT subsidiaries have an estimated $166,000,000 of federal net operating loss carry forwards associated with our 220 CPS project.("NOL") carryforwards and $208,000,000 of state and local NOL carryforwards, which are reduced by valuation allowances of $145,000,000 for federal NOL carryforwards and $186,000,000 for state and local NOL carryforwards. The NOL carryforwards are subject to certain limitations.
For the year ended December 31, 2022, we recognized $21,660,000 of income tax expense based on a negative effective tax rate of approximately 6.0%. For the years ended December 31, 2019, 20182021 and 2017,2020, we recognized $103,439,000, $37,633,000$10,496,000 of income tax benefit and $42,375,000$36,630,000 of income tax expense, respectively, based on negative effective tax rates of approximately 3.0%, 8.2%5.3% and 13.3%8.6%, respectively. Income tax expense(expense) benefit recorded in each of the years primarily relates to our consolidated taxable REIT subsidiaries, and certain state, local, and franchise taxes. The year ended December 31, 20192022 included $101,828,000$13,665,000 of income tax expense resulting from book to tax differences (primarily straight-line rent adjustments and depreciation) on our investment in The Farley Building and $6,016,000 of income tax expense recognized on the sale of 220 CPS condominium units. The year ended December 31, 20182021 included $16,771,000$27,910,000 of income tax benefit recognized by our taxable REIT subsidiaries, $10,868,000 of income tax expense relatingresulting from book to the purchase price fair value adjustment recorded upontax differences (primarily straight-line rent adjustments and depreciation) on our acquisition of an additional 44.9% ownership interestinvestment in The Farley Office and Retail Building and $13,888,000$5,711,000 of income tax expense recognized on the sale of 220 CPS condominium units. The year ended December 31, 2020 included $49,221,000 of income tax expense recognized on the sale of 220 CPS condominium units. The Company has no uncertain tax positions recognized as of December 31, 20192022 and 2018.2021.
The Operating Partnership’s partners are required to report their respective share of taxable income on their individual tax returns.
The following table reconciles netestimated taxable income attributable to Vornado common shareholders to estimated taxable income(unaudited) for the years ended December 31, 2019, 20182022, 2021 and 2017.
(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Net income attributable to Vornado common shareholders$3,097,806
 $384,832
 $162,017
Book to tax differences (unaudited):     
Sale of real estate and other capital transactions(2,575,435) 31,527
 11,991
Depreciation and amortization200,913
 234,325
 213,083
Earnings of partially owned entities150,550
 15,711
 (3,054)
Impairment losses95,371
 11,260
 49,062
Tangible property regulations(57,078) (86,040) —
Vornado stock options(16,597) (22,992) (6,383)
Straight-line rent adjustments9,057
 (7,133) (36,696)
Tax expense related to the reduction of our taxable REIT subsidiaries' deferred tax assets—
 —
 32,663
Other, net12,575
 18,956
 25,057
Estimated taxable income (unaudited)$917,162
 $580,446
 $447,740

2020 was approximately $398,644,000, $413,026,000, and $419,812,000, respectively. The book to tax differences between net (loss) income and estimated taxable income primarily result from differences in the income recognition or deductibility of depreciation and amortization, gain or loss from the sale of real estate and other capital transactions, impairment losses, straight-line rent adjustments, stock option expense and repairs expense related to the tangible property regulations.
 The net basis of Vornado’s assets and liabilities for tax reporting purposes is approximately $4.0$1.6 billion lower than the amounts reported in Vornado’s consolidated balance sheet atas of December 31, 2019.2022.
85


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


3.
3.     Revenue Recognition
Our revenues primarily consist of rental revenues and fee and other income. We operate in 2 reportable segments: New York and Other, with a significant portion of our revenues included in the New York segment. We have the following revenue sources and revenue recognition policies:
•
Rental revenues include revenues from the leasing of space at our properties to tenants, lease termination income, revenues from the Hotel Pennsylvania, trade shows and tenant services.
◦
Revenues from the leasing of space at our properties to tenants includes (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of common area maintenance expenses, and (ii) reimbursement of real estate taxes and insurance expenses. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Lease revenues and reimbursement of common area maintenance, real estate taxes and insurance are presented in the following tables as "property rentals." Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain of being exercised. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred.
◦
Lease termination income is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term in accordance with ASC 842.
◦
Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when the rooms are made available for the guest, in accordance with ASC 842.
◦
Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows when the trade show booths are made available for use by the exhibitors, in accordance with ASC 842.
◦
Tenant services revenue arises from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606").
Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities and includes Building Maintenance Services LLC (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred in accordance with ASC 606.
Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the years ended December 31, 2019, 20182022, 2021 and 20172020 is set forth in Note 2523 - Segment Information.
(Amounts in thousands)For the Year Ended December 31, 2022
TotalNew YorkOther
Property rentals$1,510,648 $1,230,851 $279,797 
Trade shows(1)
32,669 — 32,669 
Lease revenues(2)
1,543,317 1,230,851 312,466 
Tenant services45,211 33,351 11,860 
Parking revenues19,157 15,979 3,178 
Rental revenues1,607,685 1,280,181 327,504 
BMS cleaning fees137,673 146,530 (8,857)(3)
Management and leasing fees11,039 11,645 (606)
Other income43,598 11,086 32,512 
Fee and other income192,310 169,261 23,049 
Total revenues$1,799,995 $1,449,442 $350,553 
(Amounts in thousands)For the Year Ended December 31, 2019 
 Total New York Other 
Property rentals$1,589,539
 $1,300,385
 $289,154
 
Hotel Pennsylvania89,594
 89,594
 —
 
Trade shows40,577
 —
 40,577
 
Lease revenues1,719,710
 1,389,979
 329,731
 
Tenant services47,512
 35,011
 12,501
 
Rental revenues1,767,222
 1,424,990
 342,232
 
BMS cleaning fees124,674
 133,358
 (8,684)
(1) 
Management and leasing fees13,542
 13,694
 (152) 
Other income19,262
 5,818
 13,444
 
Fee and other income157,478
 152,870
 4,608
 
Total revenues$1,924,700
 $1,577,860
 $346,840
 
____________________
See notenotes on the following page.
(Amounts in thousands)For the Year Ended December 31, 2021
TotalNew YorkOther
Property rentals$1,354,209 $1,071,816 $282,393 
Trade shows(1)
19,482 — 19,482 
Lease revenues(2)
1,373,691 1,071,816 301,875 
Tenant services37,449 26,048 11,401 
Parking revenues13,391 11,370 2,021 
Rental revenues1,424,531 1,109,234 315,297 
BMS cleaning fees119,780 126,891 (7,111)(3)
Management and leasing fees11,725 12,177 (452)
Other income33,174 9,297 23,877 
Fee and other income164,679 148,365 16,314 
Total revenues$1,589,210 $1,257,599 $331,611 
____________________
See notes on following page.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.     Revenue Recognition - continued
3.Revenue Recognition - continued
(Amounts in thousands)For the Year Ended December 31, 2020
TotalNew YorkOther
Property rentals$1,323,347 $1,051,009 $272,338 
Hotel Pennsylvania(4)
8,741 8,741 — 
Trade shows(1)
11,303 — 11,303 
Lease revenues(2)
1,343,391 1,059,750 283,641 
Tenant services34,244 23,750 10,494 
Rental revenues1,377,635 1,083,500 294,135 
BMS cleaning fees105,536 112,112 (6,576)(3)
Management and leasing fees19,416 19,508 (92)
Other income25,364 6,628 18,736 
Fee and other income150,316 138,248 12,068 
Total revenues$1,527,951 $1,221,748 $306,203 

(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:
(Amounts in thousands)For the Year Ended December 31,
202220212020
Fixed billings$1,376,527 $1,277,645 $1,292,174 
Variable billings122,947 108,850 126,907 
Total contractual operating lease billings1,499,474 1,386,495 1,419,081 
Adjustment for straight-line rents and amortization of acquired below-market leases and other, net44,715 (5,109)(12,486)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible(872)(7,695)(63,204)
Lease revenues$1,543,317 $1,373,691 $1,343,391 
(3)Represents the elimination of BMS cleaning fees related to theMART and 555 California Street which are included as income in the New York segment.
(4)We permanently closed the Hotel Pennsylvania on April 5, 2021 and plan to develop an office tower on the site.
4.     Real Estate Fund Investments
(Amounts in thousands)For the Year Ended December 31, 2018 
 Total New York Other 
Property rentals$1,816,329
 $1,548,226
 $268,103
 
Hotel Pennsylvania94,399
 94,399
 —
 
Trade shows42,684
 —
 42,684
 
Lease revenues1,953,412
 1,642,625
 310,787
 
Tenant services53,921
 41,351
 12,570
 
Rental revenues2,007,333
 1,683,976
 323,357
 
BMS cleaning fees120,357
 129,088
 (8,731)
(1) 
Management and leasing fees13,324
 12,203
 1,121
 
Other income22,706
 10,769
 11,937
 
Fee and other income156,387
 152,060
 4,327
 
Total revenues$2,163,720
 $1,836,036
 $327,684
 
____________________
(1)See note below.

(Amounts in thousands)For the Year Ended December 31, 2017 
 Total New York Other 
Property rentals$1,762,824
 $1,512,617
 $250,207
 
Hotel Pennsylvania89,302
 89,302
 —
 
Trade shows42,207
 —
 42,207
 
Lease revenues1,894,333
 1,601,919
 292,414
 
Tenant services54,043
 42,273
 11,770
 
Rental revenues1,948,376
 1,644,192
 304,184
 
BMS cleaning fees104,143
 110,986
 (6,843)
(1) 
Management and leasing fees10,087
 8,599
 1,488
 
Other income21,520
 15,530
 5,990
 
Fee and other income135,750
 135,115
 635
 
Total revenues$2,084,126
 $1,779,307
 $304,819
 
____________________
(1)Represents the elimination of theMART and 555 California Street BMS cleanings fees which are included as income in the New York segment.




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


4.
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. The Fund which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was2019, which has been extended to February 2023.December 2023, by which time the Fund intends to dispose of its remaining investments and wind down its business. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC Topic 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.
We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7%24.3% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. Through our interests in the Fund and the Crowne Plaza Joint Venture, in total we own an indirect, minority 32.8% interest in the Crowne Plaza Times Square Hotel. 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 November 6, 2019, the Fund completed a $145,075,000 refinancing of Lucida, a 155,000 square foot Manhattan retail and residential property. The three-year interest-only loan carries a rate of LIBOR plus 1.85% (3.54% as of December 31, 2019) with 2 one-year extension options. The loan replaces the previous $146,000,000 loan that bore interest at LIBOR plus 1.55% and was scheduled to mature in December 2019.
As of December 31, 2019, we2022, our total investment in the Crowne Plaza Times Square Hotel had 4 real estate fund investments througha carrying value of zero on our consolidated balance sheet. On June 9, 2020, the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $222,649,000, or $112,915,000 below cost, and had remaining unfunded commitments of $35,194,000, of which our share was $11,242,000. At December 31, 2018,(collectively, the Fund had 4 real estate fund investments with an aggregate fair value of $318,758,000.
Below is a summary of (loss) income from“Crowne Plaza Co-Investors”) defaulted on the Fund and$274,355,000 non-recourse loan on the Crowne Plaza Joint Venture for the years ended December 31, 2019, 2018 and 2017.Times Square Hotel.
87

(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Net investment income$2,027
 $6,105
 $18,507
Net unrealized loss on held investments(106,109) (83,794) (25,807)
Net realized (loss) gain on exited investments—
 (912) 36,078
Previously recorded unrealized gain on exited investment—
 —
 (25,538)
New York City real property transfer tax (the "Transfer Tax")—
 (10,630)
(1) 
—
(Loss) income from real estate fund investments(104,082) (89,231) 3,240
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries55,274
 61,230
 (14,044)
Loss from real estate fund investments net of controlling interests in consolidated subsidiaries(2)
$(48,808) $(28,001) $(10,804)
____________________
(1)Due to the additional Transfer Tax related to the March 2011 acquisition of One Park Avenue which was recognized as a result of the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision in the first quarter of 2018. We appealed the Tax Tribunal's decision to the New York State Supreme Court, Appellate Division, First Department ("Appellate Division"). Our appeal was heard on April 2, 2019. On April 25, 2019, the Appellate Division entered a unanimous decision and order that confirmed the decision of the Tax Tribunal and dismissed our appeal. On June 20, 2019, we filed a motion to reargue the Appellate Division's decision or for leave to appeal to the New York State Court of Appeals. That motion was denied on December 12, 2019 and can no longer be appealed.
(2)2018 includes $4,252 of loss related to One Park Avenue additional transfer taxes and reduction in carried interest.
5.
Marketable Securities
Our portfolio of marketable securities is comprised of equity securities that are presented on our consolidated balance sheets at fair value. Our marketable securities are accounted for in accordance with ASC Topic 321, Investments - Equity Securities ("ASC 321"), which requires changes in the fair value of our marketable securities to be recorded in current period earnings. Changes in the fair value are recorded to "interest and other investment income, net" on our consolidated statements of income (see Note 17 - Interest and Other Investment Income, Net).
Lexington Realty Trust ("Lexington") (NYSE: LXP)
On March 1, 2019, we sold all of our 18,468,969 common shares of Lexington, realizing net proceeds of $167,698,000. We recorded a $16,068,000 gain (mark-to-market increase), which is included in "interest and other investment income, net" on our consolidated statements of income for the year endedDecember 31, 2019.

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


5.Marketable Securities - continued
Pennsylvania4.     Real Estate Investment Trust (“PREIT”) (NYSE: PEI)Fund Investments - continued
On March 12, 2019 (the "Conversion Date"),In 2021, the mezzanine lender to the Crowne Plaza Co-Investors exercised its right under the loan documents and appointed an independent director to certain subsidiaries of the Crowne Plaza Co-Investors. Since then, neither we converted allnor the Fund control Crowne Plaza Times Square Hotel nor have we or the Fund been involved in making any operating decisions relating to Crowne Plaza Times Square Hotel. In December 2022, the Fund entered into a Restructuring Support Agreement with certain subsidiaries and the lender of our 6,250,000 PREIT operating partnership unitsthe loan on the Crowne Plaza Times Square Hotel, pursuant to which the independent director caused the subsidiaries to enter into common sharesa Chapter 11 bankruptcy restructuring process and began accounting for our investmentthe Fund agreed to work consensually with such subsidiaries and the lender to effectuate a transfer of ownership of the hotel property through a court supervised auction process, or an equitization of the secured loans held by the lender. We expect that, following the Chapter 11 restructuring, neither we nor the Fund will have any continuing ownership or other interest in the property and neither we nor the Fund will receive any proceeds or have any liability as a marketable security in accordance with ASC 321. Priorresult of the restructuring.
On May 20, 2022, 1100 Lincoln Road was conveyed to the Conversion Date, we accountedlender pursuant to a deed-in-lieu of foreclosure agreement in exchange for oura $5,672,000 payment to the Fund. From the inception of this investment underthrough its disposition, the equity method. For the year endedFund realized a $54,255,000 net loss.
As of December 31, 20192022, we recorded a decrease of $21,649,000inhad two real estate fund investments through the value of our investment based on PREIT's year ended closing share price, which is included in "interestFund and other investment income, net"the Crowne Plaza Joint Venture carried at zero on our consolidated statementsbalance sheet, $276,390,000 below cost, and had remaining unfunded commitments of income.$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.
On January 23, 2020, we sold allBelow is a summary of our 6,250,000 common shares of PREIT, realizing net proceeds of $28,375,000. A $4,938,000loss (mark-to-market decrease) will be recorded inincome (loss) from the first quarter of 2020. Fund and the Crowne Plaza Joint Venture.

(Amounts in thousands)For the Year Ended December 31,
202220212020
Previously recorded unrealized loss on exited investments$59,396 $— $— 
Realized (loss) income on exited investments(54,255)1,364 — 
Net unrealized (loss) income on held investments(7,730)3,257 (226,107)
Net investment income (loss)6,130 6,445 (220)
Income (loss) from real estate fund investments3,541 11,066 (226,327)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries(1,870)(7,309)163,213 
Income (loss) from real estate fund investments net of noncontrolling interests in consolidated subsidiaries$1,671 $3,757 $(63,114)
The table below summarizes the changes in the fair value of our marketable securities portfolio for the years ended December 31, 2019Fund and 2018.the Crowne Plaza Joint Venture.
(Amounts in thousands)For the Year Ended December 31,
 20222021
Beginning balance$7,730 $3,739 
Previously recorded unrealized loss on exited investments59,396 — 
Realized (loss) income on exited investments(54,255)1,364 
Net unrealized (loss) income on held investments(7,730)3,257 
Dispositions(5,141)(5,104)
Purchases/additional fundings— 4,474 
Ending balance$— $7,730 
(Amounts in thousands) 
 Total Lexington PREIT Other
Balance as of December 31, 2017$182,752
 $178,226
 $—
 $4,526
(Decrease) increase in fair value of marketable securities(26,453) (26,596) —
 143
Sale of marketable securities(4,101) —
 —
 (4,101)
Balance as of December 31, 2018152,198
 151,630
 —
 568
Sale of marketable securities(168,314) (167,698) —
 (616)
Transfer of PREIT investment balance at Conversion Date54,962
 —
 54,962
 —
(Decrease) increase in fair value of marketable securities(5,533) 16,068
 (21,649) 48
Balance as of December 31, 2019$33,313
 $—
 $33,313
 $—
88


6.
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5.    Investments in Partially Owned Entities
Investments in Partially Owned Entities
Fifth Avenue and Times Square JV
On April 18, 2019 (the “Closing Date”),As of December 31, 2022, we entered intoown a transaction agreement (the “Transaction Agreement”51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") with a group of institutional investors (the “Investors”). The Transaction Agreement provides for a series of transactions (collectively, the “Transaction”) pursuant to which (i) prior to the Closing Date, we contributed ourowns 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”"Properties") to subsidiaries of a newly formed joint venture (“Fifth Avenue and Times Square JV”) and (ii) on the Closing Date, transferred a. The remaining 48.5% common interest in Fifth Avenue and Times Square JV to the Investors. The 48.5%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 (of which 45.4% was transferred from Vornado). The Properties include approximately 489,000 square feet of retail space, 327,000 square feet of office space, signage associated with 1535 and 1540 Broadway, the parking garage at 1540 Broadway and the theater at 1535 Broadway. Properties.
We retained the remaining 51.5% common interest in Fifth Avenue and Times Square JV which represents an effective 51.0% interest in the Properties and an aggregatealso own $1.828 billion of preferred equity security interests in certain of the properties. We also provided $500,000,000 of temporary preferred equity on 640 Fifth Avenue until May 23, 2019 when mortgage financing was completed. All of theThe preferred equity has an annual coupon of 4.25% for the first five years,through April 2024, increasing to 4.75% for the nextsubsequent five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.
Net cash proceeds from the Transaction were $1.179 billion, after (i) deductions for the defeasance of a $390,000,000 mortgage loan on 666 Fifth Avenue and the repayment of a $140,000,000 mortgage loan on 655 Fifth Avenue, (ii) proceeds from a $500,000,000 mortgage loan on 640 Fifth Avenue, described below, (iii) approximately $23,000,000 used to purchase noncontrolling investors' interests and (iv) approximately $53,000,000 of transaction costs (including $17,000,000 of costs related to the defeasance of the 666 Fifth Avenue mortgage loan).
We continue to manage and lease the Properties. We share control with the Investors over major decisions of the joint venture, including decisions regarding leasing, operating and capital budgets, and refinancings. Accordingly, we no longer hold a controlling financial interest in the Properties which has been transferred to the joint venture. As a result, our investment in Fifth Avenue and Times Square JV is accounted for underwas formed in April 2019, when we contributed our interests in the equity method fromProperties to the date of transfer.joint venture and transferred a 48.5% common interest in the joint venture to the Investors (the “Transaction”). The Transaction valued the Properties at $5.556 billion, resulting in a financial statement$2.571 billion net gain, of $2.571 billion, before noncontrolling interestinterests of $11,945,000, including a gain related to the related step up in our basis of the retained portion of the assets to fair value. The net gain is includedDuring 2020, Manhattan street retail suffered negative market conditions, which was further stressed by the COVID-19 pandemic, resulting in "net gain on transfer to Fifth Avenue and Times Square JV" on our consolidated statementsrecognition of incomeother-than-temporary impairment losses of $413,349,000, before noncontrolling interests of $4,289,000, for the year ended December 31, 2019. The gain2020. While the Manhattan street retail market has since stabilized, the recovery of rental rates is likely to be further elongated and stabilize at lower levels than previously expected. These factors have resulted in a further decline in the value of our investment, which we determined was other-than-temporary based on our inability to forecast a recovery over our anticipated holding period. Accordingly, we recognized an impairment loss of $489,859,000, before noncontrolling interests of $6,822,000, for tax purposesthe year ended December 31, 2022 which is included in “(loss) income from partially owned entities” on our consolidated statements of income. In determining the fair value of our investment, we considered, among other factors, a discounted cash flow analysis based upon market conditions and expectations of growth.
As of December 31, 2022, the carrying amount of our investment in the joint venture was less than our share of the equity in the net assets of the joint venture by approximately $735,000,000.

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


6.Investments in Partially Owned Entities - continued
$864,317,000, the basis difference primarily resulting from the non-cash impairment losses discussed above. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Fifth Avenue and Times Square JV - continuedJV’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.
On May 23, 2019, we received $500,000,000 from the redemption of our temporary preferred equity in 640 Fifth Avenue. The temporary preferred equity was redeemed from the proceeds of a $500,000,000 mortgage financing that was completed on the property. The five-year loan, which is guaranteed by us, is interest-only at LIBOR plus 1.01%. The interest rate was swapped for four years to a fixed rate of 3.07%.
Management, Development, Leasing and Other Agreements
We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements, as described below.
We receive an annual fee for managing the Properties equal to 2% of the gross revenues from the Properties. In addition, we are entitled to a development fee of 5%of development costs, plus reimbursement of certain costs, for development projects performed by us. We are entitled to 1.5% of development costs, plus reimbursement of certain costs, as a supervisory fee for development projects not performed by us. We provide leasing services for fees calculated based on a percentage of rents, less any commissions paid to third-party real estate brokers, if applicable. We jointly provide leasing services for the retail space with Crown Acquisitions Inc. ("Crown"),Retail Services LLC, and exclusively provide leasing services for the office space. During the year ended December 31, 2019, weWe recognized $3,085,000of property management fee income, which is included in "fee and other income" on our consolidated statements of income.income, of $4,397,000, $4,297,000 and $3,982,000 for the years ended December 31, 2022, 2021 and 2020, respectively.
BMS, our wholly-owned subsidiary, supervises cleaning, security and engineering services at certain of the Properties. During the year ended December 31, 2019, weWe recognized $3,087,000 of income for these services, which is included in "fee and other income" on our consolidated statements of income.income, of $4,571,000, $3,993,000 and $3,595,000 for the years ended December 31, 2022, 2021 and 2020, respectively.
We believe, based on comparable fees charged by other real estate companies, that the fees described above are consistent with the market.
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 year ended December 31, 2022.

89


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Investments in Partially Owned Entities - continued
Fifth Avenue and Times Square JV - continued
On December 21, 2022, the 697-703 Fifth Avenue $450,000,000 non-recourse mortgage loan matured and was not repaid, at fair market value.which time the lenders declared an event of default. During December 2022, $29,000,000 of property-level funds were applied by the lenders against the principal balance resulting in a $421,000,000 loan balance as of December 31, 2022. The loan bears default interest at the Prime Rate plus 1.00% (8.50% as of December 31, 2022). The Fifth Avenue and Times Square JV is in negotiations with the lenders regarding a restructuring but there can be no assurance as to the timing and ultimate resolution of these negotiations.
Alexander’s, Inc
As of December 31, 2019,2022, 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 December 31, 20192022 and 2018,2021, Alexander’s owed us an aggregate of $1,426,000$801,000 and $708,000,$879,000, respectively, pursuant to such agreements.
As of December 31, 20192022, the market value (“fair value” pursuant to ASC 820)Topic 820, Fair Value Measurements ("ASC 820")) of our investment in Alexander’s, based on Alexander’s December 31, 20192022 closing share price of $330.35,$220.06, was $546,421,000,$363,994,000, or $447,878,000$276,198,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2019,2022, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $38,838,000.$29,972,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.
Management, Development, Leasing and Other Agreements
We receive an annual fee for managing Alexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $324,000,$354,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. In addition, we are entitled to a development fee of 6% of development costs, as defined.
We provide Alexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander’s tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander’s assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, and 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.
BMS, our wholly-owned subsidiary, supervises (i) cleaning, engineering and security services at Alexander’s 731 Lexington Avenue property and (ii) security services at Alexander’s Rego Park I, Rego Park II properties and The Alexander apartment tower. During the years ended December 31, 2019, 20182022, 2021 and 2017,2020, we recognized $3,613,000, $2,705,000 $4,601,000,$4,234,000and $2,678,000 $3,613,000of income, respectively, for these services.
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%.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.Investments in Partially Owned Entities -5.     Investments in Partially Owned Entities – continued
61 Ninth Avenue
On January 28, 2019,Below is a joint venture in which we have a 45.1% interest, completed a $167,500,000 refinancing of 61 Ninth Avenue, a 166,000 square foot Manhattan office and retail property. The seven-year interest-only loan carries a rate of LIBOR plus 1.35% (3.07%as of December 31, 2019) and matures in January 2026. We realized net proceeds of approximately $31,000,000. The loan replaces the previous $90,000,000 construction loan that bore interest at LIBOR plus 3.05% and was scheduled to mature in December 2021.
Urban Edge Properties (“UE”) (NYSE: UE)
On March 4, 2019, we converted to common shares and sold allschedule of our 5,717,184 partnership units of UE, realizing net proceeds of $108,512,000. The sale resultedinvestments in a net gain of $62,395,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the year ended December 31, 2019.entities.
512 West 22nd Street
(Amounts in thousands)Percentage Ownership at December 31, 2022Balance as of December 31,
20222021
Investments:
Fifth Avenue and Times Square JV (see page 89 for details)
51.5%$2,272,320 $2,770,633 
Partially owned office buildings/land(1)
Various182,180 299,101 
Alexander’s (see page 90 for details)
32.4%87,796 91,405 
Other investments(2)
Various122,777 136,250 
$2,665,073 $3,297,389 
Investments in partially owned entities included in other liabilities(3):
7 West 34th Street53.0%$(65,522)$(60,918)
85 Tenth Avenue49.9%(16,006)(18,067)
$(81,528)$(78,985)

On June 28, 2019, a joint venture(1)Includes interests in which we have a 55% interest, completed a $145,700,000 refinancing of280 Park Avenue, 650 Madison Avenue (balance reduced to zero in 2022), 512 West 22nd Street, a 173,000 square foot Manhattan office building, of which $109,565,000 was outstanding as of December 31, 2019. The four-year interest-only loan carries a rate of LIBOR plus 2.00% (3.72% as of December 31, 2019)61 Ninth Avenue and matures in June 2023 with a one-year extension option. The loan replaces the previous $126,000,000 construction loan that bore interest at LIBOR plus 2.65% and was scheduled to mature in November 2019.others.
330 Madison Avenue(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.
On July 11, 2019, we sold(3)Our negative basis results from distributions in excess of our 25% interest in 330 Madison Avenue to our joint venture partner. We received net proceedsinvestment.
Below is a schedule of approximately $100,000,000 after deducting our(loss) income from partially owned entities.
(Amounts in thousands)Percentage Ownership at December 31, 2022For the Year Ended December 31,
202220212020
Our share of net (loss) income:
Fifth Avenue and Times Square JV (see page 89 for details)
Non-cash impairment loss51.5%$(489,859)$— $(413,349)
Equity in net income(1)
55,248 47,144 21,063 
Return on preferred equity, net of our share of the expense37,416 37,416 37,357 
(397,195)84,560 (354,929)
Alexander's (see page 90 for details):
Equity in net income(2)
32.4%18,439 20,116 13,326 
Net gain on sale of land— 14,576 — 
Management, leasing and development fees4,534 5,429 5,309 
22,973 40,121 18,635 
Partially owned office buildings(3)
Various(110,261)6,384 11,943 
Other investments(4)
Various23,132 (548)(4,761)
$(461,351)$130,517 $(329,112)

(1)Our share of the existing $500,000,000 mortgage loan resultingdepreciation and amortization expense in a financial statement net gain2022 and 2021 was reduced compared to 2020 primarily due to non-cash impairment losses recognized in 2020.
(2)2020 includes our $4,846 share of $159,292,000. The net gain is includedwrite-offs of lease receivables deemed uncollectible.
(3)Includes interests in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the year ended December 31, 2019. The gain for tax purposes was approximately $139,000,000.
825 Seventh280 Park Avenue,
On July 25, 2019, a joint venture in which we have a 50% interest, completed a $60,000,000 refinancing of 825 Seventh Avenue, a 165,000 square foot Manhattan office building, of which $31,889,000was outstanding as of December 31, 2019. The interest-only loan carries a rate of LIBOR plus 1.65% (3.40% as of December 31, 2019) and matures in July 2022 with a one-year extension option. The loan replaces the previous $20,500,000 loan that bore interest at LIBOR plus 1.40% and was scheduled to mature in September 2019.
Toys "R" Us, Inc. ("Toys")
On September 18, 2017, Toys filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. In the second quarter of 2018, Toys ceased U.S. operations. On February 1, 2019, the plan of reorganization for Toys, in which we owned a 32.5% interest, was declared effective, and our stock in Toys was canceled. At December 31, 2018, we carried our Toys investment at 0. The canceling of our stock in Toys resulted in approximately a $420,000,000 capital loss deduction which was utilized in 2019 to partially offset taxable gains resulting from the transfer of our 45.4% common equity interest in Fifth Avenue and Times Square JV, the sale of our 25% interest in 330 Madison Avenue and sales of other assets.
650 Madison Avenue
On November 26, 2019, a joint venture in which we have a 20.1% interest, completed a $800,000,000 refinancing of 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. 2022 includes a 601,000 square foot Manhattan office and retail property. The ten-year interest-only loan carries a fixed rate of 3.49% and matures$93,353 impairment loss on our investment in December 2029. The loan replaces the previous $800,000,000 loan that bore interest at a fixed rate of 4.39% and was scheduled to mature in October 2020.650 Madison Avenue.
50-70 West 93rd Street
On December 23, 2019, a joint venture(4)Includes interests in which we have a 49.9% interest, completed a $85,500,000 refinancing,Independence Plaza, Rosslyn Plaza and others. 2022 includes $17,185 of which $82,500,000 was outstanding asnet gains from dispositions of December 31, 2019, of 50-70 West 93rd Street, a 325-unit Manhattan residential complex. The five-year interest-only loan carries an interest rate of LIBOR plus 1.53%, which was swapped to a fixed rate of 3.14%, and matures in December 2024. The loan replaces the previous $80,000,000 loan that bore interest at LIBOR plus 1.70% and was scheduled to mature in August 2021, as extended.two investments.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.5.     Investments in Partially Owned Entities – continued
Below is a schedule summarizing our investments in partially owned entities.Partially Owned Entities - continued
(Amounts in thousands)Percentage
Ownership at
December 31, 2019		 As of December 31,
  2019 2018
Investments:     
Fifth Avenue and Times Square JV (see pages 110 and 111 for details)51.5% $3,291,231
 $—
Partially owned office buildings/land(1)
Various 464,109
 499,005
Alexander’s32.4% 98,543
 107,983
PREIT(2)
N/A —
 59,491
UE(3)
N/A —
 45,344
Other investments(4)
Various 145,282
 146,290
   $3,999,165
 $858,113
Investments in partially owned entities included in other liabilities(5):
     
7 West 34th Street53.0% $(54,004) $(51,579)
85 Tenth Avenue49.9% (6,186) —
330 Madison Avenue(6)
N/A —
 (58,117)
   $(60,190) $(109,696)
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
(2)
On March 12, 2019, we converted all of our PREIT operating partnership units into common shares and began accounting for our investment as a marketable security in accordance with ASC 321 (see Note 5 - Marketable Securities).
(3)Sold on March 4, 2019 (see page 112 for details).
(4)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street and others.
(5)Our negative basis results from distributions in excess of our investment.
(6)Sold on July 11, 2019 (see page 112 for details).
Below is a schedule of net income (loss) from partially owned entities.
(Amounts in thousands)Percentage
Ownership at
December 31, 2019		 For the Year Ended December 31,
  2019 2018 2017
Our share of net income (loss):       
Fifth Avenue and Times Square JV (see pages 110 and 111 for details):       
Equity in net income51.5% $31,130
 $—
 $—
Return on preferred equity, net of our share of the expense  27,586
 —
 —
   58,716
 —
 —
        
Alexander's (see page 111 for details):       
Equity in net income(1)
32.4% 19,204
 10,485
 25,820
Management, leasing and development fees  4,575
 4,560
 6,033
   23,779
 15,045
 31,853
        
Partially owned office buildings(2)
Various (3,443) (3,085) 2,109
        
Other investments(3)
Various (187) (2,811) (18,762)
        
   $78,865
 $9,149
 $15,200
____________________
(1)
2018 includes our $7,708 share of Alexander's additional Transfer Tax related to the November 2012 sale of Kings Plaza Regional Shopping Center. Alexander's recorded this expense based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 4 - Real Estate Fund Investments).
(2)
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue (sold on July 11, 2019), 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others. 2018 includes our $4,978 share of additional Transfer Tax related to the March 2011 acquisition of One Park Avenue (see Note 4 - Real Estate Fund Investments).
(3)Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), UE (sold on March 4, 2019), PREIT (accounted as a marketable security from March 12, 2019) and others. In 2018 and 2017, we recognized net losses of $4,873 and $25,414, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. 2017 includes (i) a $44,465 non-cash impairment loss on our investment in PREIT (ii) $21,100 of net gains resulting from UE operating partnership unit issuances and (iii) $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV.

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


6.Investments in Partially Owned Entities – continued
Below is a summary of the debt of our partially owned entitiesentities.
(Amounts in thousands)Percentage Ownership at December 31, 2022Maturity
Weighted Average Interest Rate at December 31, 2022(1)
100% Partially Owned Entities’
Debt(2) at December 31,
 20222021
Mortgages Payable:     
Partially owned office buildings(3)
Various2023-20294.82%$3,288,977 $3,297,999 
Alexander's32.4%2024-20274.12%1,096,544 1,096,544 
Fifth Avenue and Times Square JV(4)
51.5%2022-20245.55%921,000 950,000 
Other(5)
Various2023-20325.14%1,377,492 1,342,162 

(1)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.
(2)All amounts are non-recourse to us except (i) the $500,000 mortgage loan on 640 Fifth Avenue, included in the Fifth Avenue and Times Square JV, and (ii) the $300,000 mortgage loan on 7 West 34th Street.
(3)Includes interests in 280 Park Avenue, 650 Madison Avenue, 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(4)Includes the 697-703 Fifth Avenue mortgage loan which was not repaid upon its December 31, 20192022 maturity, resulting in an event of default. See page 90 for details.
(5)Includes interests in Independence Plaza, Rosslyn Plaza and 2018.others.
(Amounts in thousands)Percentage
Ownership at
December 31, 2019		 Maturity Interest
Rate at
December 31, 2019		 
100% Partially Owned Entities’
Debt at December 31,(1)
    2019 2018
Partially owned office buildings(2):
         
Mortgages payableVarious 2021-2029 3.68% $3,604,104
 $3,985,855
          
Alexander's:         
Mortgages payable32.4% 2021-2025 2.98% 974,836
 1,170,544
          
Fifth Avenue and Times Square JV:         
Mortgages payable51.5% 2022-2024 3.31% 950,000
 —
          
Other(3):
         
Mortgages payable and otherVarious 2021-2025 4.36% 1,290,227
 4,564,489

(1)All amounts are non-recourse to us except (i) the $500,000 mortgage loan on 640 Fifth Avenue, included in the Fifth Avenue and Times Square JV, and (ii) the $300,000 mortgage loan on 7 West 34th Street which we guaranteed in connection with the sale of a 47.0% equity interest in May 2016.
(2)Includes 280 Park Avenue, 85 Tenth Avenue, One Park Avenue, 650 Madison Avenue, 7 West 34th Street, 61 Ninth Avenue, 512 West 22nd Street, 330 Madison Avenue (in 2018 only) and others.
(3)Includes Independence Plaza, Rosslyn Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street, UE (in 2018 only), PREIT (in 2018 only) and others.
Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,802,859,000$2,697,226,000 and $2,682,865,000$2,699,405,000 as of December 31, 20192022 and 2018,2021, respectively.
Summary of Condensed Combined Financial Information
The following is a summary of condensed combined financial information for all of our partially owned entities as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017.entities.
(Amounts in thousands)As of December 31,
 20222021
Balance Sheet:  
Assets$12,012,000 $12,689,000 
Liabilities7,519,000 7,553,000 
Noncontrolling interests2,095,000 2,069,000 
Equity2,398,000 3,067,000 
(Amounts in thousands)For the Year Ended December 31,
 202220212020
Income Statement:   
Total revenue$1,189,000 $1,184,000 $1,163,000 
Net (loss) income(404,000)190,000 45,000 
Net (loss) income attributable to the entities(483,000)114,000 (33,000)
92
(Amounts in thousands)As of December 31,
 2019 2018
Balance Sheet:   
Assets$13,384,000
 $13,258,000
Liabilities7,548,000
 10,456,000
Noncontrolling interests2,054,000
 139,000
Equity3,782,000
 2,663,000
(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Income Statement:     
Total revenue$1,504,000
 $1,798,000
 $12,991,000
Net income (loss)39,000
 52,000
 (542,000)


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


7.6.     220 Central Park South ("220 CPS")
We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost) is estimated to be approximately $1.450 billion, of which $1.373 billion has been expended as of December 31, 2019.
During the year ended December 31, 2019,2022, we closed on the sale of 54three condominium units and ancillary amenities at 220 CPS for net proceeds of $1,605,356,000$88,019,000 resulting in a financial statement net gain of $604,393,000$41,874,000 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,$101,828,000 $6,016,000 of income tax expense was recognized on our consolidated statements of income.From inception to December 31, 2019,2022, we have closed on the sale of 65109 units and ancillary amenities for aggregate net proceeds of $1,820,132,000. During the year ended December 31, 2019, we repaid the remaining $737,000,000$3,094,915,000 resulting in financial statement net gains of the $950,000,000 220 CPS loan.
$1,159,129,000. As of December 31, 2019, 91%2022, we are 97% sold.
7.    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 condominium units are sold or under sales contracts, with closings scheduled through 2020.
8.
Dispositions
3040 M Street
On September 18, 2019,sale, we completed the $49,750,000 sale of 3040 M Street, a 44,000 square foot retail building in Washington, DC, which resulted inrecognized a net gain of $19,477,000$551,000 which is included in “net"net gains on disposition of wholly owned and partially owned assets”assets" on our consolidated statements of incomeincome.
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 year ended$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.
484-486 Broadway
On December 15, 2022, we sold 484-486 Broadway, a 30,000 square foot retail and residential building for $23,520,000, and realized net proceeds of $22,430,000. In connection with the sale, we recognized a net gain of $2,919,000 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 December 21, 2022, we sold 40 Fulton Street, a 251,000 square foot Manhattan office and retail building, for $101,000,000, and realized net proceeds of $96,566,000. In connection with the sale, we recognized a net gain of $31,876,000 December 31, 2019. The gain for tax purposes was approximately $19,000,000.which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
93
9.


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8.     Identified Intangible Assets and Liabilities
The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases) as of December 31, 2019 and 2018..
(Amounts in thousands)As of December 31,
 2019 2018
Identified intangible assets:   
Gross amount$129,552
 $308,895
Accumulated amortization(98,587) (172,114)
Total, net$30,965
 $136,781
Identified intangible liabilities (included in deferred revenue):   
Gross amount$316,119
 $503,373
Accumulated amortization(262,580) (341,779)
Total, net$53,539
 $161,594

(Amounts in thousands)Balance as of December 31,
 20222021
Identified intangible assets:  
Gross amount$237,777 $252,081 
Accumulated amortization(98,139)(97,186)
Total, net$139,638 $154,895 
Identified intangible liabilities (included in deferred revenue):
Gross amount$244,396 $256,065 
Accumulated amortization(208,592)(212,245)
Total, net$35,804 $43,820 
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $19,830,000, $38,573,000$5,178,000, $9,249,000 and $46,103,000$16,878,000 for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 20202023 is as follows:below:
 (Amounts in thousands) 
 
 2020$16,643
 
 202111,934
 
 20228,792
 
 20236,261
 
 20242,518
 


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


9.     Identified Intangible Assets and Liabilities - continued
(Amounts in thousands) 
2023$5,471 
20242,352 
2025941 
2026299 
2027(148)
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $8,666,000, $18,018,000$10,516,000, $7,330,000 and $25,057,000$6,507,000 for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases for each of the five succeeding years commencing January 1, 20202023 is as follows:below:
(Amounts in thousands) 
2023$7,948 
20247,128 
20256,077 
20265,884 
20275,449 
 (Amounts in thousands) 
 
 2020$6,235
 
 20214,697
 
 20222,985
 
 20232,898
 
 20242,286
 
94


10.
Debt
Secured Debt
On February 4, 2019, we completed a $95,700,000 refinancing of 435 Seventh Avenue, a 43,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.30% (3.00% as of December 31, 2019) and matures in February 2024. The recourse loan replaces the previous $95,700,000 loan that bore interest at LIBOR plus 2.25% and was scheduled to mature in August 2019.
On February 12, 2019, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot Manhattan property comprised of 859,000 square feet of office space and the 256,000 square foot Manhattan Mall. The interest-only loan carries a rate of LIBOR plus 1.55% (3.25% as of December 31, 2019) and matures in April 2024, with 2 one-year extension options. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.65% and was scheduled to mature in July 2020.
On May 24, 2019, we extended our $375,000,000 mortgage loan on 888 Seventh Avenue, a 885,000 square foot Manhattan office building, from December 2020 to December 2025. The interest rate on the new amortizing mortgage loan is LIBOR plus 1.70% (3.44% as of December 31, 2019). Pursuant to an existing swap agreement, the interest rate on the $375,000,000 mortgage loan has been swapped to 3.25% through December 2020.
On September 5, 2019, a consolidated joint venture, in which we have a 50% interest, completed a $75,000,000 refinancing of 606 Broadway, a 36,000 square foot Manhattan office and retail building, of which $67,804,000 was outstanding as of December 31, 2019. The interest-only loan carries a rate of LIBOR plus 1.80% (3.52% as of December 31, 2019) and matures in September 2024. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The loan replaces the previous $65,000,000 construction loan. The construction loan bore interest at LIBOR plus 3.00% and was scheduled to mature in May 2021.
On September 27, 2019, we repaid the $575,000,000mortgage loan on PENN2 with proceeds from our unsecured revolving credit facilities. The mortgage loan was scheduled to mature in December 2019. PENN2 is a 1,795,000 square foot (as expanded) Manhattan office building currently under redevelopment.
Senior Unsecured Notes
On March 1, 2019, we called for redemption all of our $400,000,000 5.00% senior unsecured notes. The notes, which were scheduled to mature in January 2022, were redeemed on April 1, 2019 at a redemption price of 105.51% of the principal amount plus accrued interest. In connection therewith, we expensed $22,540,000 relating to debt prepayment costs which is included in "interest and debt expense" on our consolidated statements of income for the year ended December 31, 2019.


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


10.9.     Debt - continued
Unsecured Revolving Credit
Secured Debt
On March 26, 2019,June 15, 2022, we increased to $1.5 billion (from $1.25 billion)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 extended to255,000 square feet of retail space. The interest-only loan bears a rate of SOFR plus 1.65% (5.96% as of December 31, 2022) through March 2024, (as fully extended) from February 2022 one of our 2 unsecured revolving credit facilities.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% (6.48% as of December 31, 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% (5.47% as of December 31, 2022). The term of the facility was loweredextended from LIBOR plus 1.00%March 2024 to LIBOR plus 0.90%.December 2027, as fully extended. The facility fee remains unchangedis 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 20 basis points.a rate of SOFR plus 1.30% (5.62% as of December 31, 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 year ended December 31, 2022. See Note 13 - 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%07/27S+225
Unsecured revolving credit facility575,0003.88%08/27S+115
Unsecured term loan(1)(2)
50,000 4.04%08/27S+130
Unsecured term loan (effective 10/23)(2)
500,000 4.39%10/26S+130
100 West 33rd Street mortgage loan480,000 5.06%06/27S+165
888 Seventh Avenue mortgage loan(3)
200,000 4.76%09/27S+180

(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)On February 7, 2023, we entered into a forward interest rate swap arrangement for $150,000 of the $800,000 unsecured term loan, effective October 2023 and expiring July 2025.
(3)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80%.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9.     Debt - continued
The following is a summary of our debt:
(Amounts in thousands)
Weighted Average Interest Rate at December 31, 2022(1)
Balance as of December 31,
 20222021
Mortgages Payable:   
Fixed rate3.63%$3,570,000 $2,190,000 
Variable rate(2)
5.67%2,307,615 3,909,215 
Total4.43%5,877,615 6,099,215 
Deferred financing costs, net and other (48,597)(45,872)
Total, net $5,829,018 $6,053,343 
Unsecured Debt:  
Senior unsecured notes3.02%$1,200,000 $1,200,000 
Deferred financing costs, net and other (8,168)(10,208)
Senior unsecured notes, net 1,191,832 1,189,792 
Unsecured term loan4.05%800,000 800,000 
Deferred financing costs, net and other (6,807)(2,188)
Unsecured term loan, net 793,193 797,812 
Unsecured revolving credit facilities3.88%575,000 575,000 
Total, net $2,560,025 $2,562,604 

(Amounts in thousands)Weighted Average
Interest Rate at
December 31, 2019		 Balance as of December 31,
  2019 2018
Mortgages Payable:     
Fixed rate3.52% $4,601,516
 $5,003,465
Variable rate3.30% 1,068,500
 3,212,382
Total3.48% 5,670,016
 8,215,847
Deferred financing costs, net and other  (30,119) (48,049)
Total, net  $5,639,897
 $8,167,798

Unsecured Debt:
     
Senior unsecured notes3.50% $450,000
 $850,000
Deferred financing costs, net and other  (4,128) (5,998)
Senior unsecured notes, net  445,872
 844,002
      
Unsecured term loan3.87% 750,000
 750,000
Deferred financing costs, net and other  (4,160) (5,179)
Unsecured term loan, net  745,840
 744,821
      
Unsecured revolving credit facilities2.70% 575,000
 80,000
      
Total, net  $1,766,712
 $1,668,823
(1)Represents the interest rate in effect as of period end based on the appropriate reference rate as of the contractual reset date plus contractual spread, adjusted for hedging instruments, as applicable.

(2)As of December 31, 2022, our variable rate debt is subject to interest rate cap arrangements with a total notional amount of $1,649,120. The interest rate cap arrangements have a weighted average strike rate of 4.14% and a weighted average remaining term of nine months. These amounts exclude the forward cap we entered into in December 2022 for the $525,000 One Park Avenue mortgage loan effective upon the March 2023 expiration of the existing cap. The forward cap has a SOFR strike rate of 3.89% and expires in March 2024.
The net carrying amount of properties collateralizing the above indebtedness amounted to $5.6 billion as of December 31, 2019. 

2022. 
As of December 31, 2019,2022, the principal repayments requiredmaturities of mortgages payable and unsecured debt, including as-of-right extension options, for the next five years and thereafter are as follows:
 (Amounts in thousands)Mortgages Payable 
Senior Unsecured
Notes, Unsecured Term Loan and Unsecured
Revolving Credit Facilities
 
 Year Ended December 31,    
 2020$1,541,567
 $—
 
 20211,635,549
 —
 
 2022971,600
 —
 
 202323,400
 575,000
 
 2024766,900
 750,000
 
 Thereafter731,000
 450,000
 

(Amounts in thousands)Mortgages PayableUnsecured Debt
Year Ended December 31,  
2023$21,600 $— 
2024396,415 — 
2025854,600 450,000 
2026525,000 400,000 
20271,580,000 1,375,000 
Thereafter2,500,000 350,000 

10.     Redeemable Noncontrolling Interests

Redeemable Noncontrolling Partnership Units
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


11.
Redeemable Noncontrolling Interests/Redeemable Partnership Units
Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to periodperiod-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. 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.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. Redeemable Noncontrolling Interests - continued
Redeemable Noncontrolling Partnership Units - continued
Below are the details of redeemable noncontrolling interests/redeemable partnership units as of December 31, 2019 and 2018.units.
(Amounts in thousands, except units and per unit amounts) Balance as of
December 31,		 Units Outstanding as of
December 31,		 
Per Unit
Liquidation
Preference
 
Preferred or
Annual
Distribution
Rate
(Amounts in thousands, except units and per unit amounts)Balance as of December 31,Units Outstanding as of December 31,Per Unit
Liquidation
Preference		Preferred or
Annual
Distribution
Rate
Unit Series 2019 2018 2019 2018 Unit Series2022202120222021
Common:            Common:      
Class A units held by third parties $884,380
 $778,134
 13,298,956
 12,544,477
 n/a
 $2.64
Class A units held by third parties$345,157 (1)$587,440 (2)14,416,891 14,033,438 n/a$2.12 
            
Perpetual Preferred/Redeemable Preferred(1):
            
5.00% D-16 Cumulative Redeemable $1,000
 $1,000
 1
 1
 $1,000,000.00
 $50,000.00
3.25% D-17 Cumulative Redeemable $3,535
 $4,428
 141,400
 177,100
 $25.00
 $0.8125
Perpetual Preferred/Redeemable Preferred:Perpetual Preferred/Redeemable Preferred:      
3.25% D-17 Cumulative Redeemable(3)
3.25% D-17 Cumulative Redeemable(3)
$3,535 $3,535 141,400 141,400 $25.00 $0.8125 

(1)Holders may tender units for redemption to the Operating Partnership for cash at their stated redemption amount; Vornado, at its option, may assume that obligation and pay the holders either cash or Vornado preferred shares on a one-for-one basis. These units are redeemable at Vornado's option at any time.
(1)Aggregate redemption value was based on carrying amount.
(2)Aggregate redemption value was based on Vornado's year-end closing common share price.
(3)Holders may tender units for redemption to the Operating Partnership for cash at their stated redemption amount; Vornado, at its option, may assume that obligation and pay the holders either cash or Vornado preferred shares on a one-for-one basis. These units are redeemable at Vornado's option at any time.
Below is a table summarizing the activity of redeemable noncontrolling interests/redeemable partnership units.
(Amounts in thousands)For the Year Ended December 31,
 2019 2018
Beginning balance$783,562
 $984,937
Net income210,872
 25,672
Other comprehensive loss(3,235) (836)
Distributions(34,607) (31,828)
Special distribution declared on December 18, 2019 (see Note 12 - Shareholders' Equity/Partners' Capital)
(25,912) —
Redemption of Class A units for Vornado common shares, at redemption value(11,250) (17,068)
Adjustments to carry redeemable Class A units at redemption value(70,810) (198,064)
Other, net40,295
 20,749
Ending balance$888,915
 $783,562

(Amounts in thousands)For the Year Ended December 31,
20222021
Beginning balance$590,975 $511,747 
Net (loss) income(30,376)7,540 
Other comprehensive income14,250 4,048 
Distributions(30,311)(29,901)
Redemption of Class A units for Vornado common shares, at redemption value(3,524)(14,576)
Redeemable Class A unit measurement adjustment(221,145)76,073 
Other, net28,823 36,044 
Ending balance$348,692 $590,975 
Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares.. Accordingly, the fair value of these units is included as a component of “other liabilities”"other liabilities" on our consolidated balance sheets and aggregated $50,561,000$49,383,000 and $49,659,000 as of December 31, 20192022 and 2018.2021, respectively. Changes in the value from period to period,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 completing development of The Farley Building (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 years ended December 31, 2022 and 2021.
Below is a table summarizing the activity of the redeemable noncontrolling interest in a consolidated subsidiary.
For the Year Ended December 31,
(Amounts in thousands)20222021
Beginning balance$97,708 $94,520 
Net (loss) income(9,668)3,188 
Ending balance$88,040 $97,708 

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


11.     Shareholders' Equity/Partners' Capital
12.Shareholders' Equity/Partners' Capital
Common Shares (Vornado Realty Trust)
As of December 31, 2019,2022, there were 190,985,677191,866,880 common shares outstanding. During 2019,2022, we paid an aggregate of $503,785,000$406,562,000 of common dividends comprised of quarterly common dividends of $0.66$0.53 per share.
On December 18, 2019, Vornado's Board of Trustees declared a special dividend of $1.95 per share, or $372,380,000 in the aggregate, which was paid on January 15, 2020 to common shareholders as of the Record Date.
Class A Units (Vornado Realty L.P.)
As of December 31, 2019,2022, there were 190,985,677191,866,880 Class A units outstanding that were held by Vornado. These units are classified as “partners’ capital” on the consolidated balance sheets of the Operating Partnership. As of December 31, 2019,2022, there were 13,298,95614,416,891 Class A units outstanding, that were held by third parties. These units are classified outside of “partners’ capital” as “redeemable partnership units” on the consolidated balance sheets of the Operating Partnership (See Note 1110 – Redeemable Noncontrolling Interests/Redeemable Partnership UnitsInterests). During 2019,2022, the Operating Partnership paid an aggregate of $503,785,000 $406,562,000of distributions to Vornado comprised of quarterly common distributions of $0.66$0.53 per unit.
On January 15, 2020, distributions of $1.95 per unit, or $398,292,000 in the aggregate, were paid to Class A unitholders of the Operating Partnership as of the Record Date, of which $372,380,000 was distributed to Vornado, in connection with the special dividend declared on December 18, 2019 by Vornado's Board of Trustees.Preferred Shares/Units
The following table sets forth the details of our preferred shares of beneficial interest and the preferred units of the Operating Partnership outstanding as of December 31, 20192022 and 2018.2021. During 2022, preferred dividends were $62,116,000.
(Amounts in thousands, except share/unit and per share/per unit amounts)          
          Per Share/Unit
  Balance as of
December 31,		 Shares/Units Outstanding as of December 31, Liquidation
Preference		 
Annual
Dividend/
Distribution(1)
Preferred Shares/Units 2019 2018 2019 2018  
Convertible Preferred:            
6.5% Series A: authorized 15,640 shares/units(2)
 $991
 $1,071
 15,640
 18,580
 $50.00
 $3.25
Cumulative Redeemable Preferred:            
5.70% Series K: authorized 12,000,000 shares/units(3)
 290,971
 290,971
 12,000,000
 12,000,000
 25.00
 1.425
5.40% Series L: authorized 13,800,000 shares/units(3)
 290,306
 290,306
 12,000,000
 12,000,000
 25.00
 1.35
5.25% Series M: authorized 13,800,000 shares/units(3)
 308,946
 308,946
 12,780,000
 12,780,000
 25.00
 1.3125
  $891,214
 $891,294
 36,795,640
 36,798,580
    
(Amounts in thousands, except share/unit and per share/per unit amounts)
Per Share/Unit
Preferred Shares/UnitsBalanceShares/Units OutstandingLiquidation
Preference
Annual
Dividend/
Distribution(1)
Convertible Preferred:    
6.5% Series A: authorized 12,902 shares/units(2)
$920 12,902 $50.00 $3.25 
Cumulative Redeemable Preferred(3):
5.40% Series L: authorized 13,800,000 shares/units290,306 12,000,000 25.00 1.35 
5.25% Series M: authorized 13,800,000 shares/units308,946 12,780,000 25.00 1.3125 
5.25% Series N: authorized 12,000,000 shares/units291,134 12,000,000 25.00 1.3125 
4.45% Series O: authorized 12,000,000 shares/units291,153 12,000,000 25.00 1.1125 
$1,182,459 48,792,902   

(1)Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.
(2)
(1)Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.
(2)Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A Preferred Share/Unit.
(3)Redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption.
During 2019, we paid an aggregate of $50,131,000Vornado 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 and Series M preferred dividends.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 N preferred shares/units are redeemable commencing November 2025 and Series O preferred shares/units are redeemable commencing September 2026.
Accumulated Other Comprehensive (Loss) Income
The following table sets forth the changes in accumulated other comprehensive (loss) income by component for the year ended December 31, 2019.
(Amounts in thousands) 
 Total Accumulated other comprehensive income of nonconsolidated subsidiaries 
Interest rate
swaps
 Other
Accumulated other comprehensive income (loss) as of December 31, 2018$7,664
 $3,253
 $11,759
 $(7,348)
Other comprehensive (loss) income(45,586) (938) (47,885) 3,237
Amount reclassified from accumulated other comprehensive income(1)
(2,311) (2,311) —
 —
Accumulated other comprehensive (loss) income as of December 31, 2019$(40,233) $4
 $(36,126) $(4,111)

(1)
Amount reclassified related to the conversion of our PREIT operating partnership units into common shares.

12.     Variable Interest Entities
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


13.
Variable Interest Entities
Unconsolidated VIEs
As of December 31, 20192022 and 2018,2021, we havehad 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 65 – Investments in Partially Owned Entities). As of December 31, 20192022 and 2018,2021, the net carrying amount of our investments in these entities was $217,451,000$68,223,000 and $257,882,000,$69,435,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.
Consolidated VIEs
Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Fund and the Crowne Plaza Joint Venture, the Farley joint venture and certain properties that have non-controllingnoncontrolling interests. These entities are VIEs because the non-controllingnoncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.
As of December 31, 2019,2022, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,923,656,000$4,423,995,000 and $2,646,623,000$2,345,726,000 respectively. As of December 31, 2018,2021, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,445,436,000$4,564,621,000 and $2,533,753,000,$2,517,652,000, respectively.
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14.


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

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


14.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities,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 (v)caps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as ofhierarchy.
(Amounts in thousands)As of December 31, 2022
 TotalLevel 1Level 2Level 3
Investments in U.S. Treasury bills (1)
$471,962 $471,962 $— $— 
Deferred compensation plan assets ($7,763 included in restricted cash and $88,559 in other assets)96,322 57,406 — 38,916 
Loans receivable ($50,091 included in investments in partially owned entities and $4,306 in other assets)54,397 — — 54,397 
Interest rate swaps and caps (included in other assets)183,804 — 183,804 — 
Total assets$806,485 $529,368 $183,804 $93,313 
Mandatorily redeemable instruments (included in other 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 (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 year ended December 31, 2019 and 2018, respectively.
2022, we purchased $1,066,096 in U.S. Treasury bills with an aggregate par value of $1,077,000
(Amounts in thousands)As of December 31, 2019
 Total Level 1 Level 2 Level 3
Marketable securities$33,313
 $33,313
 $—
 $—
Real estate fund investments222,649
 —
 —
 222,649
Deferred compensation plan assets ($11,819 included in restricted cash and $91,954 in other assets)103,773
 71,338
 —
 32,435
Interest rate swaps (included in other assets)4,327
 —
 4,327
 —
Total assets$364,062
 $104,651
 $4,327
 $255,084
        
Mandatorily redeemable instruments (included in other liabilities)$50,561
 $50,561
 $—
 $—
Interest rate swaps (included in other liabilities)40,354
 —
 40,354
 —
Total liabilities$90,915
 $50,561
 $40,354
 $—
(Amounts in thousands)As of December 31, 2018
 Total Level 1 Level 2 Level 3
Marketable securities$152,198
 $152,198
 $—
 $—
Real estate fund investments318,758
 —
 —
 318,758
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)96,524
 58,716
 —
 37,808
Interest rate swaps (included in other assets)27,033
 —
 27,033
 —
Total assets$594,513
 $210,914
 $27,033
 $356,566
        
Mandatorily redeemable instruments (included in other liabilities)$50,561
 $50,561
 $—
 $—
Interest rate swaps (included in other liabilities)15,236
 —
 15,236
 —
Total liabilities$65,797
 $50,561
 $15,236
 $—

and realized net proceeds of $600,000
Real Estate Fund Investments
from maturing U.S. Treasury bills. As of December 31, 2019,2022, our investments in U.S. Treasury bills have an aggregate accreted cost of $473,171 and have remaining maturities of less than one year.



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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13.     Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
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 had4 real estate fund investments with an aggregatedo not adjust these values when reported in our consolidated financial statements.
The table below summarizes the changes in the fair value of $222,649,000, or $112,915,000 below cost.deferred compensation plan assets that are classified as Level 3.
(Amounts in thousands)For the Year Ended December 31,
 20222021
Beginning balance$45,016 $39,928 
Purchases4,507 5,705 
Sales(9,941)(4,766)
Realized and unrealized (losses) gains(3,781)2,250 
Other, net3,115 1,899 
Ending balance$38,916 $45,016 
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 real estate fund investmentsloans receivable.
As of December 31,
Unobservable Quantitative Input20222021
Discount rates 7.5%6.5%
Terminal capitalization rates5.5%5.0%
The table below summarizes the changes in fair value of loans receivable that are classified as of December 31, 2019 and 2018.Level 3.
For the Year Ended December 31,
(Amounts in thousands)20222021
Beginning balance$50,182 $47,743 
Interest accrual4,748 3,714 
Paydowns(533)(1,275)
Ending balance$54,397 $50,182 
 Range Weighted Average
(based on fair value of investments)
Unobservable Quantitative InputDecember 31, 2019 December 31, 2018 December 31, 2019 December 31, 2018
Discount rates8.2% to 12.0% 10.0% to 15.0% 9.3% 13.4%
Terminal capitalization rates4.6% to 8.2% 5.4% to 7.7% 5.3% 5.7%
100


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


13.     Fair Value Measurements - continued
14.Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Real Estate Fund Investments - continuedDerivatives and Hedging
The inputs on the previous page 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 inWe recognize the fair values of these investments. The discount rates encompass, among other things, uncertaintiesall derivatives in the valuation models with respect"other assets" or "other liabilities" on our consolidated balance sheets. Derivatives that are not hedges are adjusted to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value through earnings. If a derivative is a hedge, depending on the nature of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.
The table below summarizes thehedge, changes in the fair value of real estate fund investments that are classifiedthe 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 Level 3, for the years endedof December 31, 20192022 and 2018. 2021, respectively.
(Amounts in thousands)Fair Value
Asset (Liability) as of
December 31,As of December 31, 2022
20222021Notional AmountAll-In Swapped RateSwap Expiration Date
Interest Rate Swaps:
555 California Street mortgage loan$49,888 $11,814 $840,000 (1)2.26%05/24
770 Broadway mortgage loan29,226 — 700,000 4.98%07/27
PENN 11 mortgage loan26,587 6,565 500,000 2.22%03/24
Unsecured revolving credit facility24,457 — 575,000 3.88%08/27
Unsecured term loan14,694 (28,976)800,000 4.05%(2)
100 West 33rd Street mortgage loan6,886 — 480,000 5.06%06/27
888 Seventh Avenue mortgage loan6,544 — 200,000 (3)4.76%09/27
Unsecured term loan (effective October 2023)6,330 — 500,000 4.39%10/26
4 Union Square South mortgage loan4,050 (3,861)100,000 (4)3.74%01/25
Interest Rate Caps:
1290 Avenue of the Americas mortgage loan7,590 411 950,000 (5)11/23
One Park Avenue mortgage loan5,472 — 525,000 (6)03/24
Various mortgage loans2,080 139 
Included in other assets$183,804 $18,929 
Included in other liabilities$— $32,837 

(Amounts in thousands)For the Year Ended December 31,
 2019 2018
Beginning balance$318,758
 $354,804
Net unrealized loss on held investments(106,109) (83,794)
Purchases/additional fundings10,000
 68,950
Dispositions—
 (20,290)
Net realized loss on exited investments—
 (912)
Ending balance$222,649
 $318,758

(1)
Deferred Compensation Plan Assets
Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The period of time over which these underlying assets are expected to be liquidated is unknown. The third-party administrator does not adjust these values in determiningRepresents our 70.0% share of the net assets$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.
(3)The remaining $77,800 amortizing mortgage loan balance bears interest at a floating rate of SOFR plus 1.80% (5.92% as of December 31, 2022).
(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% (5.62% as of December 31, 2022).
(5)LIBOR cap strike rate of 4.00%.
(6)SOFR cap strike rate of 4.39%. In December 2022, 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,entered into a forward cap for the years ended December 31, 2019$525,000 One Park Avenue mortgage loan effective upon the March 2023 expiration of the existing cap. The forward cap has a SOFR strike rate of 3.89% and 2018.expires in March 2024.
(Amounts in thousands)For the Year Ended December 31,
 2019 2018
Beginning balance$37,808
 $40,128
Sales(27,053) (12,621)
Purchases18,494
 9,183
Realized and unrealized gains (losses)1,947
 (274)
Other, net1,239
 1,392
Ending balance$32,435
 $37,808
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13.     Fair Value Measurements - continued
Fair Value Measurements on a Nonrecurring Basis
Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarilyAs of real estate assets required to be measured for impairment at December 31, 2018. The fair values of real estate assets required to be measured for impairment were determined using comparable sales activity. There were no2022, we had assets measured at fair value on a nonrecurring basis on our consolidated balance sheets at December 31, 2019.with an aggregate fair value of $2,352,328,000, representing real estate investments, including our investment in Fifth Avenue and Times Square JV as well as wholly owned street retail assets, that have been written down to estimated fair value for impairment purposes. These investments are classified as Level 3. Our estimate of the fair value of these assets was measured using discounted cash flow analyses based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including capitalization rates and discount rates. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate assets.
(Amounts in thousands)As of December 31, 2018
 Total Level 1 Level 2 Level 3
Real estate asset$14,971
 $—
 $—
 $14,971


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


14.Fair Value Measurements – continuedDecember 31, 2022
Unobservable Quantitative InputRangeWeighted Average
(based on fair value of investments)
Discount rates7.50% - 8.00%7.52%
Terminal capitalization rates4.75% - 5.50%4.78%
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 instrumentsinstruments.
(Amounts in thousands)As of December 31, 2022As of December 31, 2021
 Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Cash equivalents$402,903 $403,000 $1,346,684 $1,347,000 
Debt:  
Mortgages payable$5,877,615 $5,697,000 $6,099,215 $6,052,000 
Senior unsecured notes1,200,000 1,021,000 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$8,452,615 (1)$8,093,000 $8,674,215 (1)$8,657,000 

(1)Excludes $63,572 and $58,268 of deferred financing costs, net and other as of December 31, 20192022 and 2018.2021, respectively.
(Amounts in thousands)As of December 31, 2019 As of December 31, 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash equivalents$1,276,815
 $1,277,000
 $261,981
 $262,000
Debt:       
Mortgages payable$5,670,016
 $5,714,000
 $8,215,847
 $8,179,000
Senior unsecured notes450,000
 468,000
 850,000
 847,000
Unsecured term loan750,000
 750,000
 750,000
 750,000
Unsecured revolving credit facilities575,000
 575,000
 80,000
 80,000
Total$7,445,016
(1) 
$7,507,000
 $9,895,847
(1) 
$9,856,000
102

____________________
(1)
Excludes $38,407 and $59,226 of deferred financing costs, net and other as of December 31, 2019 and 2018 respectively.
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows.
The following table summarizes our consolidated derivative instruments, all of which hedge variable rate debt, as of December 31, 2019.
(Amounts in thousands) As of December 31, 2019
      Variable Rate    
Hedged Item (Interest rate swaps) Fair Value Notional Amount Spread over LIBOR Interest Rate Swapped Rate Expiration Date
Included in other assets:            
770 Broadway mortgage loan $4,045
 $700,000
 L+175 3.46% 2.56% 9/20
888 Seventh Avenue mortgage loan 218
 375,000
 L+170 3.44% 3.25% 12/20
Other 64
 175,000
        
  $4,327
 $1,250,000
       
             
Included in other liabilities:            
Unsecured term loan $36,809
 $750,000
 L+100 2.80% 3.87% 10/23
33-00 Northern Boulevard mortgage loan 3,545
 100,000
 L+180 3.52% 4.14% 1/25
  $40,354
 $850,000
        



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


14.     Stock-based Compensation
15.
Stock-based Compensation
On May 16, 2019, our shareholders approved theVornado's 2019 Omnibus Share Plan (the “Plan"), which replaces the 2010 Omnibus Share Plan. Under the Plan, provides the Compensation Committee of Vornado's Board of Trustees (the "Committee") maythe ability to grant incentive and non-qualifiednonqualified Vornado stock options, restricted stock, restricted Operating Partnership units ("OP units"), out-performance plan awards ("OPPs"), appreciation-only long-term incentive plan units (“AO LTIP Units”) and , performance conditioned appreciation-only long-term incentive plan units ("Performance Conditioned AO LTIP UnitsUnits") and long-term performance plan LTIP units ("LTPP Units") to certain of our employees and officers. Awards may be granted up to a maximum 5,500,000 shares, if all awards granted are Full Value awards, as defined in the Plan, and up to 11,000,000 shares, if all of the awards granted are Not Full Value Awards, as defined in the Plan. Full Value Awards are awards of securities, such as restricted shares, that, if all vesting requirements are met, do not require the payment of an exercise price or strike price to acquire the securities. Not Full Value Awards are awards of securities, such as options, that do require the payment of an exercise price or strike price. As of December 31, 2019,2022, Vornado has approximately 5,207,0002,803,000 shares available for future grants under the Plan, if all awards granted are Full Value Awards, as defined.
We account for all equity-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. Below is a summary of our stock-based compensation expense, a component of "general and administrative" expense on our consolidated statements of income.
 (Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
OP Units$39,969
 $17,763
 $20,630
Performance Conditioned AO LTIP Units8,263
 —
 —
AO LTIP Units2,636
 2,113
 —
OPPs1,944
 10,689
 10,723
Vornado restricted stock549
 570
 729
Vornado stock options547
 587
 747
 $53,908
 $31,722
 $32,829

Stock-based compensation expense in the first quarter of 2019 included $16,211,000 from the accelerated vesting of previously issued OP units and Vornado restricted stock due to the removal of the time-based vesting requirement for participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 was partially offset by lower stock-based compensation expense of $2,578,000 in each of the second, third and fourth quarter of 2019 and will be completely offset by lower stock-based compensation expense of $8,477,000 thereafter.
Stock-based compensation expense for the year ended December 31, 2019 also includes $8,143,000 for OP units granted outside of the Plan to an executive officer in connection with his employment in reliance on the employment inducement exception to shareholder approval provided under the New York Stock Exchange Listing Rule 303A.08; and $2,304,000 for the year ended December 31, 2019 for OP units granted under the Plan to certain executive officers as a result of promotions. The award granted outside of the Plan has a grant date fair value of $25,500,000 and vests 20% on the grant date, 40% on the three-year anniversary of the date of grant, and 40% on the four-year anniversary of the date of grant. The awards granted under the Plan have an aggregate grant date fair value of $15,000,000 and cliff vest after four years. Compensation expense related to OP unit grants are recognized ratably over the vesting period. Additional non-cash expense associated with these awards will be $9,603,000 in each of 2020 and 2021, $7,718,000 in 2022 and $2,655,000 in 2023.
 (Amounts in thousands)For the Year Ended December 31,
 202220212020
OP Units$21,086 $27,698 $33,431 
LTPP Units5,145 — — 
OPPs1,906 8,629 9,579 
AO LTIP Units430 877 3,955 
Vornado stock options296 456 656 
Vornado restricted stock292 450 649 
Performance Conditioned AO LTIP Units94 219 407 
$29,249 $38,329 $48,677 
Below is a summary of unrecognized compensation expense for the year ended December 31, 2019.2022.
(Amounts in thousands)As of
December 31, 2022		Weighted-Average
Remaining Contractual Term
OP Units$7,834 1.4
OPPs3,198 1.6
LTPP Units2,702 1.8
Vornado stock options175 1.0
Vornado restricted stock172 1.0
AO LTIP Units131 1.0
$14,212 1.5
(Amounts in thousands)As of
December 31, 2019		 
Weighted-Average
Remaining Contractual Term
OP Units$36,390
 2.0
AO LTIP Units2,029
 1.5
OPPs1,783
 1.6
Vornado restricted stock833
 1.7
Vornado stock options832
 1.7
Performance Conditioned AO LTIP Units720
 1.6
 $42,587
 1.9

103


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14.     Stock-based Compensation - continued
LTPP Units
On January 12, 2022, the Committee approved the 2022 LTPP, a multi-year, LTIP units-based performance equity compensation plan. Awards under the 2022 LTPP are bifurcated between operational performance (50%) and relative performance (50%) measurements and may be earned at specified threshold, target and maximum levels.
The operational component awards may be earned based on Vornado’s 2022 operational performance in the following categories:
• FFO, as adjusted per share (75% weighting); and
• ESG performance metrics consisting of greenhouse emissions reductions, Global Real Estate Sustainability Benchmark ("GRESB") score and Green Building Certification (LEED) achievements (aggregate 25% weighting).
Any LTTP award units tentatively earned based on Vornado’s 2022 operational performance are subject to an absolute return modifier pursuant to which such award units are subject to a potential reduction (but not increase) of up to 30% if Vornado’s aggregate total three-year shareholder return (“TSR”) for 2022-2025 is below specified levels.
Awards under relative components may be earned based on Vornado’s three-year TSR, measured against the Dow Jones U.S. Real Estate Office Index (50% weighting) and a Northeast peer group custom index (50% weighting). Awards earned under the relative component of the LTPP are subject to reductions of up to 30% if Vornado’s three-year TSR is below specified levels.
If the designated performance objectives are achieved, awards earned under 2022 LTPP will vest 50% in January 2025 and 50% in January 2026. In addition, the Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are required to hold such awards for one year following each such vesting date. Dividends on awards granted under the 2022 LTPP accrue during the applicable performance period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives. LTPP Units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado common shares) following vesting.
LTPP Units granted during the year ended December 31, 2022 had a total notional value of $17,025,000 and a fair value of $7,847,000, of which $4,033,000 was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service).
104


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

14.     Stock-based Compensation – continued
15.Stock-based Compensation - continued
OPPs
OPPs are multi-year, performance-based equity compensation plans under which participants have the opportunity to earn a class of units (“OPP units”) of the Operating Partnership if, and only if, Vornado outperforms a predetermined total shareholder return (“TSR”) and/or outperformoutperforms the market with respect to a relative TSR during the three-year or four-year performance period (the “Performance Period”) as described below.period. OPP units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado common shares) following vesting.
Awards under the 2018 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “Absolute Component”) and/or (ii) achieves a TSR above a benchmark weighted index comprised of 70% of the SNL US Office REIT Index and 30% of the SNL US Retail Index over the Performance Period (the “Relative Component”).
The value of awards under the Relative Component and Absolute Component will be calculated separately and will each be subject to an aggregate $35,000,000 maximum award cap for all participants. The 2 components will be added together to determine the aggregate award size, which shall also be subject to the aggregate $35,000,000 maximum award cap for all participants. In the event awards are earned under the Absolute Component, but Vornado underperforms the index by more than 200 basis points per annum over the Performance Period (600 basis points over the three years), the amount earned under the Absolute Component will be reduced (and potentially fully negated) based on the degree by which the index exceeds Vornado’s TSR. In the event these awards are earned under the Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, awards earned under the Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with awards earned under the Relative Component being reduced by a maximum of 50% in the event Vornado’s TSR during the applicable measurement period is 0% or negative.
If the designated performance objectives are achieved, awards under the 2018 OPP will vest ratably in each of years three, four and five. In addition, all of Vornado’s Named Executive Officers (as defined in Vornado’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 5, 2019) are required to hold any earned and vested awards for one year following each such vesting date. Dividends on awards granted under the 2018 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.
Below is the summary of the OPP units granted during the years December 31, 2018, 20172021 and 2016.2020.
Plan Year 
Total Plan
Notional Amount
 
Percentage of Notional
Amount Granted
 
Grant Date
Fair Value(1)
 OPP Units Earned
2018 $35,000,000
 78.2% $10,300,000
 To be determined in 2021
2017 35,000,000
 86.6% 10,800,000
 Not earned
2016 40,000,000
 86.7% 11,800,000
 Not earned
Plan YearTotal Plan
Notional Amount		Percentage of Notional
Amount Granted
Grant Date
Fair Value(1)
OPP Units Earned
2021$30,000,000 99.1 %$9,950,000 To be determined in 2025
202035,000,000 94.0 %11,700,000 To be determined in 2023

(1)During the years ended December 31, 2018 and 2017, $8,040,000, and $7,558,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service).
(1)    During the years ended December 31, 2021 and 2020 $6,140,000 and $7,583,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service).

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


15.Stock-based Compensation - continued
Vornado Stock Options
Vornado stock options are granted at an exercise price equal to the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest over 4four years and expire 10ten years from the date of grant. Compensation expense related to Vornado stock option awards is recognized on a straight-line basis over the vesting period.
Below is a summary of Vornado’s stock option activity for the year ended December 31, 2019.2022.
SharesWeighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual
Term		Aggregate
Intrinsic
Value
Outstanding as of December 31, 2021191,933 $65.27   
Exercised(197)36.72   
Forfeited(1,413)53.42 
Expired(13,618)65.86   
Outstanding as of December 31, 2022176,705 $65.35 4.99$— 
Options exercisable as of December 31, 2022140,031 $68.25 4.48$— 
 Shares 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
Outstanding as of December 31, 20182,280,126
 $50.81
    
Granted35,106
 62.68
    
Exercised(534,972) 29.25
    
Cancelled or expired(11,383) 78.07
    
Outstanding as of December 31, 20191,768,877
 $57.39
 1.1 $16,247,000
Options vested and expected to vest as of December 31, 20191,767,546
 $57.37
 1.1 $16,246,000
Options exercisable as of December 31, 20191,693,192
 $56.87
 0.8 $16,133,000
There were no Vornado stock options granted during the years ended December 31, 2022 and 2021. The fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the yearsyear ended December 31, 2019, 2018 and 2017.2020.
 As of December 31,
 2019 2018 2017
Expected volatility35% 35% 35%
Expected life5.0 years 5.0 years 5.0 years
Risk free interest rate2.50% 2.25% 1.95%
Expected dividend yield2.9% 2.9% 3.0%

As of December 31, 2020
Expected volatility35% - 36%
Expected life5.0 years
Risk free interest rate0.57% - 1.76%
Expected dividend yield3.2% - 3.4%
The weighted average grant date fair value ofper share for options granted during the yearsyear ended December 31, 2019, 2018 and 20172020 was $16.64, $18.42 and $25.84, respectively.$12.28. Cash received from option exercises for the years ended December 31, 2019, 20182022, 2021 and 20172020 was $5,495,000, $5,927,000$7,000, $22,000 and $28,253,000,$3,516,000, respectively. The total intrinsic value of options exercised during the years ended December 31, 2019, 20182022, 2021 and 20172020 was $18,954,000, $25,820,000$842, $5,500 and $9,178,000,$859,000, respectively.
105


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


15.Stock-based Compensation -14.     Stock-based Compensation – continued
Performance Conditioned AOLTIP Units
On January 14, 2019, the Committee approved the issuance of performance conditioned appreciation-only long-term incentive plan units ("Performance Conditioned AO LTIP Units") pursuant to the 2010 Omnibus Share Plan to our named executive officers ("NEOs") in our 2019 proxy statement. Units
Performance Conditioned AO LTIP Units are AO LTIP Units that require the achievement of certain performance conditions by a specified date or they are forfeited. The performance-based condition is met if Vornado common shares trade at or above 110% of the $64.48 grant price per share for any 20 consecutive days on or before the fourth anniversary following the date of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A Operating Partnership units in the same manner as AO LTIP Units until ten years from the date of grant.
 Units Weighted-Average
Grant-Date
Fair Value
Granted496,762
 $62.62
Outstanding as of December 31, 2019496,762
 62.62

The fair value of On January 14, 2023, the outstanding Performance Conditioned AO LTIP Units onLTIPs, which were issued in 2019, were forfeited as the date of grant was $8,983,000, of which $7,481,000 was immediately expensed due to the acceleration of vesting for employees who are retirement eligible. The remaining $1,502,000 is being amortized into expense over a four-year period from the date of grant using a graded vesting attribution model.
As of December 31, 2019
Expected volatility35%
Expected life8.0 years
Risk free interest rate2.76%
Expected dividend yield3.1%

performance conditions were not satisfied.
AO LTIP Units
AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a Vornado common share exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level is intended to be equal to 100% of the then fair market value of a Vornado common share on the date of grant. The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into Class A Operating Partnership units. The number of Class A Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the conversion value on the conversion date over the threshold value designated at the time the AO LTIP Unit was granted, divided by (ii) the conversion value on the conversion date. The “conversion value” is the value of a Vornado common share on the conversion date multiplied by the Conversion Factor as defined in the Partnership Agreement, which is currently one. AO LTIP Units have a term of 10ten years from the grant date. Each holder will generally receive special income allocations in respect of an AO LTIP Unit equal to 10% (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Class A Unit. Upon conversion of AO LTIP Units to Class A Units, holders will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Class A Units during the period from the grant date of the AO LTIP Units through the date of conversion.
Below is a summary of AO LTIP Units activity for the year ended December 31, 2019. 2022.
SharesWeighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual
Term		Aggregate
Intrinsic
Value
Outstanding as of December 31, 2021567,739 $59.91  
Forfeited(886)54.16 
Expired(1,189)56.29  
Outstanding as of December 31, 2022565,664 $59.93 6.29$— 
Options exercisable as of December 31, 2022437,372 $61.39 6.12$— 
  Units Weighted-Average
Grant-Date
Fair Value
Outstanding as of December 31, 2018 183,233
 $70.34
Granted 207,808
 62.66
Vested (46,285) 70.31
Cancelled or expired (7,058) 67.59
Outstanding as of December 31, 2019 337,698
 65.67

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


15.Stock-based Compensation - continued
AO LTIP Units - continued
There were no AO LTIP Units granted during the years ended December 31, 20192022 and 20182021. AO LTIP Units granted during the year ended December 31, 2020 had a fair value of $3,429,000 and $3,484,000, respectively.$4,319,000. The fair value of each AO LTIP UnitsUnit granted is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the year ended December 31, 2019.2020.
As of December 31, 2020
Expected volatility35% - 36%
Expected life5.0 years
Risk free interest rate0.57% - 1.76%
Expected dividend yield3.2% - 3.4%
 As of December 31,
 2019 2018
Expected volatility35% 35%
Expected life5.0 years 5.0 years
Risk free interest rate2.50% 2.25%
Expected dividend yield2.9% 2.9%
106


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14.     Stock-based Compensation – continued
OP Units
OP Units are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, vest ratably over four years and are subject to a taxable book-up event, as defined. Compensation expense related to OP Units is recognized ratably over the vesting period using a graded vesting attribution model. Distributions paid on unvested OP Units are charged to “net income attributable to noncontrolling interests in the Operating Partnership” on Vornado’s consolidated statements of income and to “preferred unit distributions” on the Operating Partnership’s consolidated statements of income and amounted to $4,070,000, $2,559,000$2,197,000,$2,634,000 and $2,310,000$5,316,000 in the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively.
Below is a summary of restricted OP unit activity for the year ended December 31, 2019.2022.
Unvested Units Units 
Weighted-Average
Grant-Date
Fair Value
Unvested as of December 31, 2018 641,844
 $72.79
Granted 927,812
 63.30
Vested (418,692) 66.45
Cancelled or expired (2,651) 68.34
Unvested as of December 31, 2019 1,148,313
 67.45
Unvested UnitsUnitsWeighted-Average
Grant-Date
Fair Value
Unvested as of December 31, 20211,083,087 $53.99 
Granted501,169 30.82 
Vested(597,292)42.12 
Forfeited(1,048)44.25 
Unvested as of December 31, 2022985,916 49.41 
OP Units granted in 2019, 20182022, 2021 and 20172020 had a fair value of $58,732,000, $17,463,000$15,446,000, $26,194,000 and $24,927,000,$18,013,000, respectively. The fair value of OP Units that vested during the years ended December 31, 2019, 20182022, 2021 and 20172020 was $27,821,000, $18,037,000 and $20,903,000, respectively.
$25,158,000, $36,541,000 and $24,373,000, respectively
Vornado Restricted Stock
Vornado restricted stock awards are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant and generally vest over four years. Compensation expense related to Vornado’s restricted stock awards is recognized on a straight-line basis over the vesting period. Dividends paid on unvested Vornado restricted stock are charged directly to retained earnings and amounted to $51,000, $44,000$18,000, $35,000 and $46,000$98,000 for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively.
Below is a summary of Vornado’s restricted stock activity for the year ended December 31, 2019.
2022.
Unvested Shares Shares 
Weighted-Average
Grant-Date
Fair Value
Unvested as of December 31, 2018 16,686
 $77.54
Granted 8,805
 64.48
Vested (5,996) 79.47
Cancelled or expired (568) 73.98
Unvested as of December 31, 2019 18,927
 70.96
Unvested SharesSharesWeighted-Average
Grant-Date
Fair Value
Unvested as of December 31, 202115,774 $57.82 
Vested(7,069)60.57 
Forfeited(326)54.55 
Unvested as of December 31, 20228,379 55.64 
There were no Vornado restricted stock awards granted during the years ended December 31, 2022 and 2021. Vornado restricted stock awards granted in 2019, 2018 and 20172020 had a fair value of $568,000, $623,000 and $601,000, respectively.$853,000. The fair value of restricted stock that vested during the years ended December 31, 2019, 20182022, 2021 and 20172020 was $477,000, $492,000$428,000, $567,000 and $645,000,$602,000, respectively.
107


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


15.    Impairment losses, Transaction Related Costs and Other
16.
Transaction Related Costs, Impairment Losses and Other
The following table sets forth the details of impairment losses, transaction related costs impairment losses and other:
(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Non-cash impairment losses and related write-offs(1)
$101,925
 $12,000
 $—
Transaction related costs4,613
 6,217
 1,776
Transfer tax(2)
—
 13,103
 —
 $106,538
 $31,320
 $1,776
____________________
(1)2019 primarily from 608 Fifth Avenue (see below).
(2)
Additional Transfer Tax recorded in the first quarter 2018 related to the acquisition of Independence Plaza. The joint venture, in which we have a 50.1% economic interest, that owns Independence Plaza recognized this expense based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 4 - Real Estate Fund Investments).
(Amounts in thousands)For the Year Ended December 31,
202220212020
Real estate impairment losses(1)
$19,098 $7,880 $236,286 
Transaction related costs and other12,624 5,935 8,001 
608 Fifth Avenue lease liability extinguishment gain— — (70,260)
$31,722 $13,815 $174,027 
608 Fifth Avenue________________________________________
During the second quarter of 2019, Arcadia Group US Ltd ("Arcadia Group")(1)See Note 13 - Fair Value Measurements for additional information.
16.    Interest and Other Investment Income (Loss), the operator of Topshop, our retail tenant at 608 Fifth Avenue, filed for Chapter 15 bankruptcy protection in the United States. On June 28, 2019, Arcadia Group closed all of its stores in the United States. 608 Fifth Avenue is subject to a land and building lease which expires in 2033. The non-recourse lease calls for fixed lease payments through the term, plus payments for real estate taxes, insurance and operating expenses. Consequently, based on projected future cash flows we concluded that the excess of the carrying amount of the property, which includes our right-of-use asset, over our estimate of fair value was not recoverable resulting in a write down to zero. Our estimate of fair value of the property was derived from a discounted cash flow model using a 7% discount rate and based upon market conditions and expectations of growth. We recognized a $93,860,000 non-cash impairment loss on our consolidated statements of income in the second quarter of 2019, of which $75,220,000 resulted from the impairment of our right-of-use asset. As of December 31, 2019, a $71,582,000 lease liability remains, which will be recognized as income when the non-recourse lease is terminated. In August 2019, we delivered the required nine month notice to the ground lessor that we will surrender the property in May 2020.Net
17.
Interest and Other Investment Income, Net
The following table sets forth the details of our interest and other investment income (loss), net:
(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
(Decrease) increase in fair value of marketable securities:

 

 

PREIT (see page 110 for details)
$(21,649) $—
 $—
Lexington (see page 109 for details)
16,068
 (26,596) —
Other48
 143
 —
 (5,533) (26,453) —
Interest on cash and cash equivalents and restricted cash13,380
 15,827
 8,171
Interest on loans receivable6,326
 10,298
(1) 
4,352
Dividends on marketable securities3,938
 13,339
 13,276
Other, net3,708
 4,046
 5,062
 $21,819
 $17,057
 $30,861
(Amounts in thousands)For the Year Ended December 31,
202220212020
Interest on cash and cash equivalents and restricted cash$7,553 $284 $5,793 
Amortization of discount on investments in U.S. Treasury bills7,075 — — 
Interest on loans receivable5,006 2,517 3,384 
Credit losses on loans receivable— — (13,369)
Market-to-market decrease in the fair value of marketable security (sold on January 23, 2020)— — (4,938)
Other, net235 1,811 3,631 
$19,869 $4,612 $(5,499)
________________________________________
(1)Includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us.
17.    Interest and Debt Expense
18.
Interest and Debt Expense
The following table sets forth the details of interest and debt expense:
(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Interest expense$335,016
(1) 
$389,136
 $359,819
Capitalized interest and debt expense(72,200) (73,166) (48,231)
Amortization of deferred financing costs23,807
 31,979
 34,066
 $286,623
 $347,949
 $345,654
(Amounts in thousands)For the Year Ended December 31,
 202220212020
Interest expense(1)
$277,046 $249,169 $251,847 
Amortization of Deferred Financing Fees21,804 20,247 18,460 
Capitalized Interest & Debt Expense(19,085)(38,320)(41,056)
$279,765 $231,096 $229,251 
_________________

(1) Includes $22,540 debt prepayment2021 includes $23,729 of defeasance costs, of which $7,119 is attributable to noncontrolling interests, in connection with the redemptionrefinancing of $400,000 5.00% senior unsecured noted1290 Avenue of the Americas, a property in which were scheduled to mature in January 2022.we own a 70% controlling interest.
108


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


19.18.    (Loss) Income Per Share/(Loss) Income Per Class A Unit
Vornado Realty Trust
The following table presents the calculations of (i) basic (loss) income per common share which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted (loss) income per common share which includes the weighted average common shares outstanding and dilutive share equivalents. Unvested share-based payment awards that contain nonforfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include restricted stock awards, based on the two-class method. Other potential dilutive share equivalents such as ourOur share-based payment awards, including employee stock options, OP Units, OPPs, AO LTIP Units, and Performance Conditioned AO LTIP Units and LTPP Units, are included in the computationcalculation of diluted Earnings Per Share ("EPS")income per share using the treasury stock method while the dilutive effect ofif dilutive. Our convertible securities, including our Series A convertible preferred shares, isSeries G-1 through G-4 convertible preferred units and Series D-13 redeemable preferred units, are reflected in diluted EPSincome per share by application of the if-converted method.method if dilutive.
(Amounts in thousands, except per share amounts)For the Year Ended December 31,
 202220212020
Numerator:   
Net (loss) income attributable to Vornado$(346,499)$175,999 $(297,005)
Preferred share dividends(62,116)(65,880)(51,739)
Series K preferred share issuance costs— (9,033)— 
Net (loss) income attributable to common shareholders(408,615)101,086 (348,744)
Earnings allocated to unvested participating securities(18)(34)(99)
Numerator for basic (loss) income per share$(408,633)$101,052 $(348,843)
Denominator:
Denominator for basic (loss) income per share – weighted average shares 191,775191,551191,146
Effect of dilutive securities(1):
Share-based payment awards— 571 — 
Denominator for diluted (loss) income per share – weighted average shares and assumed conversions191,775192,122191,146
(LOSS) INCOME PER COMMON SHARE - BASIC:
Net (loss) income per common share$(2.13)$0.53 $(1.83)
(LOSS) INCOME PER COMMON SHARE - DILUTED:
Net (loss) income per common share$(2.13)$0.53 $(1.83)

(1)The effect of dilutive securities excluded an aggregate of 16,252, 13,835 and 14,007 weighted average common share equivalents in the years ended December 31, 2022, 2021 and 2020, respectively, as their effect was anti-dilutive.
109
(Amounts in thousands, except per share amounts)For the Year Ended December 31,
 2019 2018 2017
Numerator:     
Income from continuing operations, net of income attributable to noncontrolling interests$3,147,965
 $449,356
 $239,824
(Loss) income from discontinued operations, net of income attributable to noncontrolling interests(28) 598
 (12,408)
Net income attributable to Vornado3,147,937
 449,954
 227,416
Preferred share dividends(50,131) (50,636) (65,399)
Preferred share issuance costs—
 (14,486) —
Net income attributable to common shareholders3,097,806
 384,832
 162,017
Earnings allocated to unvested participating securities(309) (44) (46)
Numerator for basic income per share3,097,497
 384,788
 161,971
Impact of assumed conversions:     
Convertible preferred share dividends57
 62
 —
Earnings allocated to Out-Performance Plan units9
 174
 230
Numerator for diluted income per share$3,097,563
 $385,024
 $162,201
      
Denominator:     
Denominator for basic income per share – weighted average shares 190,801
 190,219
 189,526
Effect of dilutive securities (1):
     
Employee stock options and restricted stock awards216
 933
 1,448
Convertible preferred shares34
 37
 —
Out-Performance Plan units2
 101
 284
Denominator for diluted income per share – weighted average shares and assumed conversions191,053
 191,290
 191,258
      
INCOME PER COMMON SHARE - BASIC:     
Income from continuing operations, net$16.23
 $2.02
 $0.92
Loss from discontinued operations, net—
 —
 (0.07)
Net income per common share$16.23
 $2.02
 $0.85
      
INCOME PER COMMON SHARE - DILUTED:     
Income from continuing operations, net$16.21
 $2.01
 $0.91
Loss from discontinued operations, net—
 —
 (0.06)
Net income per common share$16.21
 $2.01
 $0.85

(1)
The effect of dilutive securities in the years ended December 31, 2019, 2018 and 2017 excludes an aggregate of

13,020, 12,232 and12,165weighted average common share equivalents, respectively, as their effect was anti-dilutive.

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


18.    (Loss) Income Per Share/(Loss) Income Per Class A Unit – continued
19.Income Per Share/Income Per Class A Unit – continued
Vornado Realty L.P.
The following table presents the calculations of (i) basic (loss) income per Class A unit which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units and (ii) diluted (loss) income per Class A unit which includes the weighted average Class A unitunits outstanding and dilutive Class A unit equivalents. Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include Vornado restricted stock awards and our OP Units, and OPPs, based on the two-class method. Other potential dilutive unit equivalents such asOur other share-based payment awards, including Vornado stock options, OPPs, AO LTIP Units, and Performance Conditioned AO LTIP Units and LTPP Units, are included in the computationcalculation of diluted income per Class A unit ("EPU") using the treasury stock method while the dilutive effect ofif dilutive. Our convertible securities, including our Series A convertible preferred units, isSeries G-1 through G-4 convertible preferred units and Series D-13 redeemable preferred units, are reflected in diluted EPUincome per Class A unit by application of the if-converted method.method if dilutive.
(Amounts in thousands, except per unit amounts)For the Year Ended December 31,
 202220212020
Numerator:   
Net (loss) income attributable to Vornado Realty L.P.$(376,875)$183,539 $(321,951)
Preferred unit distributions(62,231)(66,035)(51,904)
Series K preferred unit issuance costs— (9,033)— 
Net (loss) income attributable to Class A unitholders(439,106)108,471 (373,855)
Earnings allocated to unvested participating securities(2,215)(2,668)(5,417)
Numerator for basic (loss) income per Class A unit$(441,321)$105,803 $(379,272)
Denominator:
Denominator for basic (loss) income per Class A unit – weighted average units205,315 204,728 203,503 
Effect of dilutive securities(1):
Share-based payment awards— 916 — 
Denominator for diluted (loss) income per Class A unit – weighted average units and assumed conversions205,315 205,644 203,503 
(LOSS) INCOME PER CLASS A UNIT - BASIC:
Net (loss) income per Class A unit$(2.15)$0.52 $(1.86)
(LOSS) INCOME PER CLASS A UNIT - DILUTED:
Net (loss) income per Class A unit$(2.15)$0.51 $(1.86)

(1)The effect of dilutive securities excluded an aggregate of2,712, 313and 1,650 weighted average Class A unit equivalents for the years ended December 31, 2022, 2021 and 2020, respectively,as their effect was anti-dilutive.
110
(Amounts in thousands, except per unit amounts)For the Year Ended December 31,
 2019 2018 2017
Numerator:     
Income from continuing operations, net of income attributable to noncontrolling interests in consolidated subsidiaries$3,358,839
 $474,988
 $251,554
(Loss) income from discontinued operations(30) 638
 (13,228)
Net income attributable to Vornado Realty L.P.3,358,809
 475,626
 238,326
Preferred unit distributions(50,296) (50,830) (65,593)
Preferred unit issuance costs—
 (14,486) —
Net income attributable to Class A unitholders3,308,513
 410,310
 172,733
Earnings allocated to unvested participating securities(17,296) (2,973) (3,232)
Numerator for basic income per Class A unit3,291,217
 407,337
 169,501
Impact of assumed conversions:     
Convertible preferred unit distributions57
 62
 —
Numerator for diluted income per Class A unit$3,291,274
 $407,399
 $169,501
      
Denominator:     
Denominator for basic income per Class A unit – weighted average units202,947
 202,068
 201,214
Effect of dilutive securities (1):
     
Vornado stock options, Vornado restricted stock awards, OP Units and OPPs267
 1,307
 2,086
Convertible preferred units34
 37
 —
Denominator for diluted income per Class A unit – weighted average units and assumed conversions203,248
 203,412
 203,300
      
INCOME PER CLASS A UNIT - BASIC:     
Income from continuing operations, net$16.22
 $2.01
 $0.91
Income (loss) from discontinued operations, net—
 0.01
 (0.07)
Net income per Class A unit$16.22
 $2.02
 $0.84
      
INCOME PER CLASS A UNIT - DILUTED:     
Income from continuing operations, net$16.19
 $2.00
 $0.90
Loss from discontinued operations, net—
 —
 (0.07)
Net income per Class A unit$16.19
 $2.00
 $0.83

(1)The effect of dilutive securities in the years ended December 31, 2019, 2018 and 2017 excludes an aggregate of 825, 110 and 124 weighted average Class A unit equivalents, respectively, as their effect was anti-dilutive.


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


19.     Leases
20.Leases
As lessor
We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rent payable monthly in advance. Office building leases generally requireLeases typically provide for periodic step‑ups in rent over the term of the lease and pass through to tenants to reimburse us for operating costs andtheir share of increases in real estate taxes above theirand operating expenses over a base year costs. Certain leases provide for pass-through to tenants for their share of real estate taxes, insurance and common area maintenance.year. Certain leases also require additional variable rent payments based on a percentage of the tenants’ sales. None of ourElectricity is provided to tenants accountedon a sub-metered basis or included in rent based on surveys and adjusted for more than 10% of total revenues in anysubsequent utility rate increases. Leases also typically provide for free rent and tenant improvement allowances for all or a portion of the years ended December 31, 2019, 2018 and 2017. We have elected to account for lease revenues (including base and variable rent) and the reimbursementtenant’s initial construction costs of common area maintenance expenses as a single lease component recorded as "rental revenues" on our consolidated statements of income.
Under ASC 842, we assess on an individual lease basis whether it is probable that we will collect the future lease payments. We consider the tenant's payment history and current credit status when assessing collectability. When collectability is not deemed probable we write-off the tenant's receivables, including straight-line rent receivables, and limit lease income to cash received. Changes to the collectability of our operating leases are recorded as adjustments to "rental revenues" on our consolidated statements of income, which resulted in a decrease in income of $17,237,000 for the year ended December 31, 2019. As a result, there is 0 allowance for doubtful accounts as of December 31, 2019. Prior to the adoption of ASC 842, we maintained an allowance for doubtful accounts for estimated losses on receivables under our lease agreements, including receivables arising from the straight-lining of rent. As of December 31, 2018 and 2017 our allowance for doubtful accounts were as follows:
(Amounts in thousands)        
Description Balance at Beginning of Year 
Additions
Charged
Against
Operations
 
Uncollectible
Accounts
Written-off
 
Balance
at End
of Year
Year Ended December 31, 2018        
Allowance for doubtful accounts $6,480
 $1,910
 $(2,592) $5,798
Year Ended December 31, 2017        
Allowance for doubtful accounts $8,621
 $26
 $(2,167) $6,480

its premises.
As of December 31, 2019, under ASC 842,2022, future undiscounted cash flows under non-cancelable operating leases were as follows:
(Amounts in thousands)As of December 31, 2019
For the year ended December 31, 
2020$1,285,867
20211,248,659
20221,181,887
20231,067,014
2024894,362
Thereafter4,435,225

As of December 31, 2018, under ASC 840, future undiscounted cash flows under non-cancelable operating leases were as follows:
(Amounts in thousands)As of December 31, 2018
For the year ended December 31: 
2019$1,547,162
20201,510,097
20211,465,024
20221,407,615
20231,269,141
Thereafter5,832,467

The components of lease revenues for the year ended December 31, 2019 were as follows:
(Amounts in thousands)For the Year Ended December 31, 2019
Fixed lease revenues$1,513,033
Variable lease revenues206,677
Lease revenues$1,719,710


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


20.     Leases - continued
(Amounts in thousands)As of December 31, 2022
For the year ended December 31, 
2023$1,304,777 
20241,200,544 
20251,102,476 
20261,053,948 
2027950,515 
Thereafter6,515,202 
As lessee
We have a number of ground leases which are classified as operating leases. On January 1, 2019, we recorded $526,866,000 of ROU assets and lease liabilities. Our ROU assets were reduced by $37,269,000 of accrued rent expense reclassified from “other liabilities” and $4,267,000 of acquired above-market lease liabilities, net, reclassified from “deferred revenue” and increased by $23,665,000 of acquired below-market lease assets, net, reclassified from “identified intangible assets, net of accumulated amortization” and $1,584,000 of prepaid lease payments reclassified from "other assets." During the second quarter of 2019, we recorded a $75,220,000 impairment loss on our 608 Fifth Avenue ROU Asset (See Note 16 – Transaction Related Costs, Impairment Losses and Other). As of December 31, 2019,2022, our ROU assets and lease liabilities were $379,546,000$684,380,000 and $735,969,000, respectively. As of December 31, 2021, our ROU assets and lease liabilities were$337,197,000 and $498,254,000,$370,206,000, respectively.
In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include our 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000,000 which is included in "right-of-use assets" and "lease liabilities", respectively, on our consolidated balance sheets. The ground lease is subject to fair market value resets every 25 years over the lease term, with the next reset occurring in June 2023.
When the rate implicit in a lease is not readily determinable, the discount rate applied to measure each ROU asset and lease liability is based on our incremental borrowing rate ("IBR"). We consider the general economic environment and our credit rating and factor in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. As we did not elect to apply hindsight, lease term assumptions determined under ASC 840 were carried forward and applied in calculating the lease liabilities recorded under ASC 842. Certain of our ground leases offer renewal options which we assess against relevant economic factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that we are reasonably certain will be exercised are included in the measurement of the corresponding lease liability and corresponding ROU asset.
The following table sets forth information related to the measurement of our lease liabilities as of December 31, 2019:
(Amounts in thousands)As of December 31, 2019
Weighted average remaining lease term (in years)40.20
Weighted average discount rate4.84%
Cash paid for operating leases$27,817

We recognize rent expense as a component of "operating" expenses on our consolidated statements of income. Rent expense is comprised of fixed and variable lease payments. Variable lease payments include percentage rent and rent resets based on an index or rate. The following table sets forth the details of rent expense for the year ended December 31, 2019:
(Amounts in thousands)For the Year Ended December 31, 2019
Fixed rent expense$33,738
Variable rent expense1,978
Rent expense$35,716

As of December 31, 2019, future lease payments under operating ground leases were as follows:
(Amounts in thousands)As of December 31, 2019
For the year ended December 31, 
2020$28,192
202129,711
202230,640
202331,085
202431,551
Thereafter1,054,881
Total undiscounted cash flows1,206,060
Present value discount(707,806)
Lease liabilities$498,254


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


20.     Leases - continued
As lessee - continued
As of December 31, 2018, under ASC 840, future lease payments under operating ground leases were as follows:
(Amounts in thousands)As of December 31, 2018
For the year ended December 31, 
2019$46,147
202045,258
202142,600
202243,840
202344,747
Thereafter1,612,627

Certain of our ground leases are subject to fair market rent resets based on a percentage of the appraised value of the underlying assets at specified future dates. Fair market rent resets occurring during the lease term do not give rise to remeasurement of the related right-of-useROU assets and lease liabilities. Fair market rent resets occurring during the lease term, which may be material, will be recognized in the periods in which they are incurred.incurred as variable rent expense.
Farley Office    The following table sets forth information related to the measurement of our lease liabilities as of December 31, 2022, 2021 and Retail2020:
(Amounts in thousands)For the Year Ended December 31,
202220212020
Weighted average remaining lease term (in years)48.444.444.8
Weighted average discount rate5.54 %4.85 %4.91 %
Cash paid for operating leases$21,861 $22,382 $23,932 
We recognize rent expense as a component of "operating" expenses on our consolidated statements of income. Rent expense is comprised of fixed and variable lease payments. The following table sets forth the details of rent expense for the years ended December 31, 2022, 2021 and 2020:
(Amounts in thousands)For the Year Ended December 31,
202220212020
Fixed rent expense$45,211 $24,901 $28,503 
Variable rent expense14,180 13,078 1,178 
Rent expense$59,391 $37,979 $29,681 
111


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. Leases - continued
As lessee - continued
As of December 31, 2022, future lease payments under operating ground leases were as follows:
(Amounts in thousands)As of December 31, 2022
For the year ended December 31,
2023$34,782 
202446,859 
202547,227 
202647,616 
202748,027 
Thereafter1,949,551 
Total undiscounted cash flows2,174,062 
Present value discount(1,438,093)
Lease liabilities$735,969 
The Farley Building
The future lease payments detailed previouslyabove exclude the ground and building lease at theThe Farley Office and Retail Building (the "Project"). We have a 95.0% ownership interest in aBuilding. The consolidated joint venture, in which we own a 95% controlling interest, has a 99-year triple-net lease with Related which was designated by ESD, an entity of New YorkEmpire State to develop the Project. The Project will include a new Moynihan Train Hall and approximately 844,000Development ("ESD") for 846,000 rentable square feet of commercial space at the property, comprised of approximately 730,000 square feet of office space and approximately114,000 116,000 square feet of restaurant and retail space. The joint venture has a 99-year triple-netOur lease with ESD forof the commercial space at the Project. For GAAP purposesproperty is accounted for as a “failed sale-leaseback” as a result of us being deemed the "accounting owner" during development of the property in accordance with ASC 842-40-55 and the lease has not yet commenced since construction of the Project is ongoing.subsequently meeting "finance lease" classification pursuant to ASC 842-40-25 upon substantial completion. The lease calls for annual rent payments of $5,000,000 plusand fixed payments in lieu of real estate taxes ("PILOT") through June 2030. Following the fixed PILOT payment period, the PILOT is calculated in a manner consistent with buildings subject to New York City real estate taxes and assessments. As of December 31, 2019,2022, future rent and fixed PILOT payments are $556,852,000.$535,188,000.
The joint venture has entered into a development agreement with ESD to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. As a result of our involvement in the construction of the asset, we have been deemed the accounting owner of the property in accordance with ASC 842-40-55.
21.20. Multiemployer Benefit Plans
Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.
Multiemployer Pension Plans
Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our participating subsidiaries may be required to bear its then pro rata share of unfunded obligations. If a participating subsidiary withdraws from a plan in which it participates, it may be subject to a withdrawal liability. As of December 31, 2019,2022, our subsidiaries’ participation in these plans was not significant to our consolidated financial statements.
In the years ended December 31, 2019, 20182022, 2021 and 2017,2020, we contributed $10,793,000, $10,377,000$7,761,000, $19,851,000 and $10,113,000,$7,049,000, respectively, towards Multiemployer Pension Plans, which is included as a component of “operating” expenses on our consolidated statements of income. OurDuring the year ended December 31, 2021, the Company funded its pension withdrawal liability in relation to the permanent closure of Hotel Pennsylvania which resulted in the Company funding more than 5% of total employer contributions to the related plan for the year. For our other Multiemployer Pension Plans, our subsidiaries’ contributions did not represent more than 5% of total employer contributions in any of these plans for the years ended December 31, 2019, 20182022, 2021 and 2017. 2020.
Multiemployer Health Plans
Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees. In the years ended December 31, 2019, 20182022, 2021 and 2017,2020, our subsidiaries contributed $32,407,000, $30,354,000$26,514,000, $23,431,000 and $29,549,000,$26,938,000, respectively, towards these plans, which is included as a component of “operating” expenses on our consolidated statements of income.
112


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


22.
21.     Commitments and Contingencies
Insurance
Insurance
For our properties, except the Farley Office and Retail Building, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $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.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 $1,430,413$1,774,525 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.
ForCertain condominiums in which we own an interest (including the Farley Office and Retail Building, weCondominiums) maintain general liability insurance policies with limits of $100,000,000different per occurrence and builder’s risk insurance including coverage for existing property and development activities of $2.8 billion per occurrence and in the aggregate. We maintain coverage for certified and non-certified terrorism acts withaggregate limits of $1.0 billion per occurrence and in the aggregate.than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guarantee.guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on January 31, 2023, the Court of Appeal affirmed the lower court’s 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 ESD, an entity of New York State, for theThe Farley Office and Retail Building. As of December 31, 2019,2022, the aggregate dollar amount of these guarantees and master leases is approximately $1,524,000,000.$1,553,000,000.
113


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. Commitments and Contingencies – continued
Other Commitments and Contingencies - continued
As of December 31, 2019, $15,880,0002022, $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.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.


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



22.Commitments and Contingencies – continued
Other Commitments and Contingencies - continued
TheOur 95% consolidated joint venture in which we own a 95.0% ownership interest was designated(5% is owned by ESD to developRelated Companies ("Related")) is completing the development of The Farley Office and Retail Building. TheIn connection with the development of the property, the joint venture entered intoadmitted a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders.historic Tax Credit Investor partner. Under the development agreement with ESD,terms of the historic tax credit arrangement, the joint venture is obligatedrequired to buildcomply 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 Moynihan Train Hall, withTax Credit Investor’s capital contributions. As of December 31, 2022, the Tax Credit Investor has made $92,400,000 in capital contributions. Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill allhave guaranteed certain of the joint venture’s obligations.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 obligationsincentive allocation is subject to catch-up and clawback provisions. Accordingly, based on the December 31, 2022 fair value of Skanska Moynihan Train Hall Buildersthe Fund assets, at liquidation we would be required to make a $26,400,000payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have been bonded by Skanska USA and bear a full guaranty from Skanska AB.no income statement impact as it was previously accrued.
As of December 31, 2019,2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $12,700,000.$10,300,000.
As of December 31, 2019,2022, we have construction commitments aggregating approximately $627,000,000.$409,000,000.
23.
22.     Related Party Transactions
Alexander’s, Inc.
We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustee’s and its Chief Executive Officer, is also the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 65 - Investments in Partially Owned Entities.
Interstate Properties (“Interstate”)
Interstate is a general partnership in which Mr. Roth is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, respectively, are Interstate’s two other general partners. As of December 31, 2019,2022, Interstate and its partners beneficially owned an aggregate of approximately 7.1%7.0% of the common shares of beneficial interest of Vornado and 26.1%26.0% of Alexander’s common stock.
We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the management agreement terms are fair to us.consistent with the market. We earned $300,000, $453,000,$204,000, $203,000, and $501,000$203,000 of management fees under the agreement for the years ended December 31, 2019, 20182022, 2021 and 2017, respectively.
Urban Edge Properties
On March 4, 2019, we converted to common shares and sold all of our 5,717,184 partnership units of UE. In prior years, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties and (ii) our affiliate, Alexander's, Rego retail assets. Fees paid to UE for servicing the retail assets of Alexander’s are similar to the fees that we are receiving from Alexander’s.
220 Central Park South
We are constructing a residential condominium tower at 220 CPS. Of the condominium units closed during the year ended December 31, 2019, one was sold to a limited liability company owned by the spouse of a related party, David Mandelbaum, a Trustee and a Director of Alexander’s, and another was sold to Mr. Mandelbaum’s brother. The net proceeds were $23,357,000 and $16,099,000,2020, respectively.
Fifth Avenue and Times Square JV
We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements. These agreements are described in Note 65 - Investments in Partially Owned Entities. Haim Chera, Executive Vice President - Head of Retail, has an investment in Crown a companyAcquisitions Inc. and Crown Retail Services LLC (collectively, "Crown"), companies controlled by Mr. Chera's family. Crown has a nominal minority interest in Fifth Avenue and Times Square JV. Additionally, we have other investments with Crown.
114


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


24.Summary of Quarterly Results (Unaudited)
Vornado Realty Trust
The following summary represents the results of operations for each quarter in 2019 and 2018:
(Amounts in thousands, except per share amounts)For the Three Months Ended
 March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019
Revenues$534,668
 $463,103
 $465,961
 $460,968
Net income attributable to common shareholders(1)
181,488
 2,400,195
 322,906
 193,217
Per share - basic(2)
0.95
 12.58
 1.69
 1.01
Per share - diluted(2)
0.95
 12.56
 1.69
 1.01
        
(Amounts in thousands, except per share amounts)For the Three Months Ended
 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018
Revenues$536,437
 $541,818
 $542,048
 $543,417
Net (loss) income attributable to common shareholders(1)
(17,841) 111,534
 190,645
 100,494
Per share - basic(2)
(0.09) 0.59
 1.00
 0.53
Per share - diluted(2)
(0.09) 0.58
 1.00
 0.53
____________________
(1)Fluctuations among quarters resulted primarily from non-cash impairment losses, net gain on transfer to Fifth Avenue and Times Square JV, net gains on sale of real estate and other items and from seasonality of business operations.
(2)The total for the year may differ from the sum of the quarters as a result of weighting.
Vornado Realty L.P.
The following summary represents the results of operations for each quarter in 2019 and 2018:
(Amounts in thousands, except per share amounts)For the Three Months Ended
 March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019
Revenues$534,668
 $463,103
 $465,961
 $460,968
Net income attributable to Class A unitholders(1)
193,649
 2,562,669
 345,501
 206,694
Per unit - basic(2)
0.95
 12.58
 1.69
 1.01
Per unit - diluted(2)
0.95
 12.54
 1.69
 1.01
        
(Amounts in thousands, except per share amounts)For the Three Months Ended
 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018
Revenues$536,437
 $541,818
 $542,048
 $543,417
Net (loss) income attributable to Class A unitholders(1)
(19,014) 118,931
 203,268
 107,125
Per unit - basic(2)
(0.10) 0.58
 1.00
 0.53
Per unit - diluted(2)
(0.10) 0.58
 0.99
 0.52
____________________
(1)
Fluctuations among quarters resulted primarily from non-cash impairment losses, net gain on transfer to Fifth Avenue and Times Square JV, net gains on sale of real estate and other items and from seasonality of business operations.
(2)The total for the year may differ from the sum of the quarters as a result of weighting.

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


25.23. Segment Information
We operate in 2two 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. Asset information by segment is not reported as we do not use this measure to assess segment performance or to make resource allocation decisions.
Below is a reconciliationsummary of net income to NOI at share and NOI at share - cash basis by segment for the years ended December 31, 2019, 20182022, 2021 and 2017.2020.
(Amounts in thousands)For the Year Ended December 31, 2022
TotalNew YorkOther
Total revenues$1,799,995 $1,449,442 $350,553 
Operating expenses(873,911)(716,148)(157,763)
NOI - consolidated926,084 733,294 192,790 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(70,029)(45,566)(24,463)
Add: NOI from partially owned entities305,993 293,780 12,213 
NOI at share1,162,048 981,508 180,540 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(10,980)(18,509)7,529 
NOI at share - cash basis$1,151,068 $962,999 $188,069 
(Amounts in thousands)For the Year Ended December 31, 2021
TotalNew YorkOther
Total revenues$1,589,210 $1,257,599 $331,611 
Operating expenses(797,315)(626,386)(170,929)
NOI - consolidated791,895 631,213 160,682 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(69,385)(38,980)(30,405)
Add: NOI from partially owned entities310,858 300,721 10,137 
NOI at share1,033,368 892,954 140,414 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other1,318 (1,188)2,506 
NOI at share - cash basis$1,034,686 $891,766 $142,920 
(Amounts in thousands)For the Year Ended December 31, 2020
TotalNew YorkOther
Total revenues$1,527,951 $1,221,748 $306,203 
Operating expenses(789,066)(640,531)(148,535)
NOI - consolidated738,885 581,217 157,668 
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(72,801)(43,773)(29,028)
Add: NOI from partially owned entities306,495 296,447 10,048 
NOI at share972,579 833,891 138,688 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other46,246 36,715 9,531 
NOI at share - cash basis$1,018,825 $870,606 $148,219 
115
(Amounts in thousands)For the Year Ended December 31,
 2019 2018 2017
Net income$3,334,262
 $422,603
 $264,128
Depreciation and amortization expense419,107
 446,570
 429,389
General and administrative expense169,920
 141,871
 150,782
Transaction related costs, impairment losses and other106,538
 31,320
 1,776
Income from partially owned entities(78,865) (9,149) (15,200)
Loss (income) from real estate fund investments104,082
 89,231
 (3,240)
Interest and other investment income, net(21,819) (17,057) (30,861)
Interest and debt expense286,623
 347,949
 345,654
Net gain on transfer to Fifth Avenue and Times Square JV(2,571,099) —
 —
Purchase price fair value adjustment—
 (44,060) —
Net gains on disposition of wholly owned and partially owned assets(845,499) (246,031) (501)
Income tax expense103,439
 37,633
 42,375
Loss (income) from discontinued operations30
 (638) 13,228
NOI from partially owned entities322,390
 253,564
 269,164
NOI attributable to noncontrolling interests in consolidated subsidiaries(69,332) (71,186) (65,311)
NOI at share1,259,777
 1,382,620
 1,401,383
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,060) (44,704) (86,842)
NOI at share - cash basis$1,253,717
 $1,337,916
 $1,314,541


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


25.23. Segment Information - continued
Below is a summaryreconciliation of net (loss) income to NOI at share NOI at share - cash basis and selected balance sheet data by segment for the years ended December 31, 2019, 20182022, 2021 and 2017.2020.
(Amounts in thousands)For the Year Ended December 31,
202220212020
Net (loss) income$(382,612)$207,553 $(461,845)
Depreciation and amortization expense504,502 412,347 399,695 
General and administrative expense133,731 134,545 181,509 
Impairment losses, transaction related costs and other31,722 13,815 174,027 
Loss (income) from partially owned entities461,351 (130,517)329,112 
(Income) loss from real estate fund investments(3,541)(11,066)226,327 
Interest and other investment (income) loss, net(19,869)(4,612)5,499 
Interest and debt expense279,765 231,096 229,251 
Net gains on disposition of wholly owned and partially owned assets(100,625)(50,770)(381,320)
Income tax expense (benefit)21,660 (10,496)36,630 
NOI from partially owned entities305,993 310,858 306,495 
NOI attributable to noncontrolling interests in consolidated subsidiaries(70,029)(69,385)(72,801)
NOI at share1,162,048 1,033,368 972,579 
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(10,980)1,318 46,246 
NOI at share - cash basis$1,151,068 $1,034,686 $1,018,825 
24. Subsequent Events
150 West 34th Street Loan Participation
On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000 in the first quarter of 2023. The remaining $100,000,000 mortgage loan balance bears interest at SOFR plus 1.86%, subject to an interest rate cap arrangement with a SOFR strike rate of 4.10%, and matures in May 2024.
116
(Amounts in thousands)For the Year Ended December 31, 2019
 Total New York Other
Total revenues$1,924,700
 $1,577,860
 $346,840
Operating expenses(917,981) (758,304) (159,677)
NOI - consolidated1,006,719
 819,556
 187,163
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(69,332) (40,896) (28,436)
Add: NOI from partially owned entities322,390
 294,168
 28,222
NOI at share1,259,777
 1,072,828
 186,949
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(6,060) (12,318) 6,258
NOI at share - cash basis$1,253,717
 $1,060,510
 $193,207
      
Balance Sheet Data:     
Real estate, at cost$13,074,012
 $10,272,458
 $2,801,554
Investments in partially owned entities3,999,165
 3,964,289
 34,876
Total assets18,287,013
 16,429,159
 1,857,854
(Amounts in thousands)For the Year Ended December 31, 2018
 Total New York Other
Total revenues$2,163,720
 $1,836,036
 $327,684
Operating expenses(963,478) (806,464) (157,014)
NOI - consolidated1,200,242
 1,029,572
 170,670
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(71,186) (48,490) (22,696)
Add: NOI from partially owned entities253,564
 195,908
 57,656
NOI at share1,382,620
 1,176,990
 205,630
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(44,704) (45,427) 723
NOI at share - cash basis$1,337,916
 $1,131,563
 $206,353
      
Balance Sheet Data:     
Real estate, at cost$16,237,883
 $12,351,943
 $3,885,940
Investments in partially owned entities858,113
 719,456
 138,657
Total assets17,180,794
 14,628,712
 2,552,082
(Amounts in thousands)For the Year Ended December 31, 2017
 Total New York Other
Total revenues$2,084,126
 $1,779,307
 $304,819
Operating expenses(886,596) (756,670) (129,926)
NOI - consolidated1,197,530
 1,022,637
 174,893
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries(65,311) (45,899) (19,412)
Add: Our share of NOI from partially owned entities269,164
 189,327
 79,837
NOI at share1,401,383
 1,166,065
 235,318
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other(86,842) (79,202) (7,640)
NOI at share - cash basis$1,314,541
 $1,086,863
 $227,678


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
24. Subsequent Events - continued
350 Park Avenue
On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.
Citadel will master lease 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent is being provided. Citadel will also master lease Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).
In addition, we have entered into a joint venture with Rudin (“Vornado/Rudin”) to purchase 39 East 51st Street for $40,000,000 and, upon formation of the KG joint venture described below, will combine that property with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”).
From October 2024 to June 2030, KG will have the option to either:
•acquire a 60% interest in a joint venture with Vornado/Rudin that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with Vornado/Rudin as developer. KG would own 60% of the joint venture and Vornado/Rudin would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin joint venture).
◦at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;
◦the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;
◦the master leases will terminate at the scheduled commencement of demolition;
•or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case Vornado/Rudin would not participate in the new development.
Further, Vornado/Rudin will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, Vornado/Rudin will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.
2023 LTPP
On January 11, 2023, the Compensation Committee approved the 2023 Long-Term Performance Plan (“2023 LTPP”), a multi-year, LTIP units-based performance equity compensation plan. Awards under the 2023 LTPP are bifurcated between operational performance (50%) and relative performance (50%) measurements and may be earned at specified threshold, target and maximum levels.
The operational component awards may be earned based on Vornado’s 2023 operational performance in the following categories:
•FFO, as adjusted per share (75% weighting); and
•ESG performance metrics consisting of greenhouse emissions reductions, GRESB score and Green Building Certification (LEED) achievements (aggregate 25% weighting).
Any LTPP award units tentatively earned based on Vornado’s 2023 operational performance are subject to an absolute return modifier pursuant to which such award units are subject to a potential reduction (but not increase) of up to 30% if Vornado’s aggregate total three-year TSR is below specified levels.
Awards under relative components may be earned based on Vornado’s three-year TSR, measured against the Dow Jones U.S. Real Estate Office Index (50% weighting) and a Northeast peer group custom index (50% weighting). Awards earned under the relative component of the 2023 LTPP are subject to reductions of up to 30% if Vornado’s three-year TSR is below specified levels.
If the designated performance objectives are achieved, awards earned under 2023 LTPP will vest 50% in January 2026 and 50% in January 2027. In addition, the Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are required to hold such awards for one year following each such vesting date. Dividends on awards granted under the 2023 LTPP accrue during the applicable performance period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.

117

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.CONTROLS AND PROCEDURES
ITEM 9A.    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 Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are 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 fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management of Vornado Realty Trust, together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2019,2022, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 20192022 was effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and our trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
The effectiveness of our internal control over financial reporting as of December 31, 20192022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2019.2022.

118

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Board of Trustees
Vornado Realty Trust
New York, New York
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Vornado Realty Trust and subsidiaries (the “Company”) as of December 31, 2019,2022, based on criteria established in Internal Control - — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control -— Integrated Framework (2013)(2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019,2022, of the Company and our report dated February 18, 2020,13, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP

New York, New York
February 18, 202013, 2023





119

ITEM 9A.    CONTROLS AND PROCEDURES - CONTINUED

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 Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are 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 fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management of Vornado Realty Trust, sole general partner of Vornado Realty L.P., together with Vornado Realty L.P.’s consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2019,2022, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 20192022 was effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and Vornado’s trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
The effectiveness of our internal control over financial reporting as of December 31, 20192022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2019.2022.

120

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners
Vornado Realty L.P.
New York, New York
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Vornado Realty L.P. and subsidiaries (the “Partnership”) as of December 31, 2019,2022, based on criteria established in Internal Control - — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control -— Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019,2022, of the Partnership and our report dated February 18, 2020,13, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP

New York, New York
February 18, 202013, 2023





121

ITEM 9B. OTHER INFORMATION
ITEM 9B.     OTHER INFORMATION
None.
ITEM 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information relating to trustees of Vornado, the Operating Partnership’s sole general partner, including its audit committee and audit committee financial expert, will be contained in Vornado’s definitive Proxy Statement involving the election of Vornado’s trustees which Vornado will file with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 not later than 120 days after December 31, 2019,2022, and such information is incorporated herein by reference. Also incorporated herein by reference is the information under the caption “16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.
Executive Officers of the Registrant
The following is a list of the names, ages, principal occupations and positions with Vornado of the executive officers of Vornado and the positions held by such officers during the past five years. All executive officers of Vornado have terms of office that run until the next succeeding meeting of the Board of Trustees of Vornado following the Annual Meeting of Vornado’s Shareholders unless they are removed sooner by Vornado’s Board.
NameAge
PRINCIPAL OCCUPATION, POSITION AND OFFICE

(Current and during past five years with Vornado unless otherwise stated)
Steven Roth7881Chairman of the Board; Chief Executive Officer since April 2013 and from May 1989 to May 2009; Managing General Partner of Interstate Properties, an owner of shopping centers and an investor in securities and partnerships; Chief Executive Officer of Alexander’s, Inc. since March 1995, a Director since 1989, and Chairman of the Board since May 2004.
David R. Greenbaum68Vice Chairman since April 2019; President of the New York Division from April 1997 to April 2019.
Michael J. Franco5154President and Chief Financial Officer since December 2020; President since April 2019; Executive Vice President - Chief Investment Officer from April 2015 to April 2019; Executive Vice President - Head of Acquisitions and Capital Markets from November 2010 to April 2015.
Joseph Macnow74Executive Vice President - Chief Financial Officer and Chief Administrative Officer since February 2017; Executive Vice President - Finance and Chief Administrative Officer from June 2013 to February 2017; Executive Vice President - Finance and Administration from January 1998 to June 2013, and Chief Financial Officer from March 2001 to June 2013; Treasurer since May 2017, and Executive Vice President and Chief Financial Officer from August 1995 to April 2017 of Alexander's Inc.
Haim Chera5053Executive Vice President - Head of Retail since April 2019; Principal at Crown Acquisitions from January 2000 - April 2019.
Barry S. Langer4144Executive Vice President - Development - Co-Head of Real Estate since April 2019; Executive Vice President - Head of Development from May 2015 to April 2019.
Glen J. Weiss5053Executive Vice President - Office Leasing - Co-Head of Real Estate since April 2019; Executive Vice President - Office Leasing from May 2013 to April 2019.
Vornado, the Operating Partnership’s sole general partner, has adopted a Code of Business Conduct and Ethics that applies to among others, the above executiveall officers and its principal accounting officer, Matthew Iocco, Vornado's Executive Vice President - Chief Accounting Officer. Mr. Iocco, 49 years of age, has been the Executive Vice President - Chief Accounting Officer of Vornado since May 2015 and Chief Financial Officer of Alexander's, Inc. since April 2017. From May 2012 to May 2015, Mr. Iocco was the Senior Vice President - Chief Accounting Officer of Vornado.employees. This Code is available on Vornado’s website at www.vno.com.
ITEM 11. EXECUTIVE COMPENSATION
ITEM 11.     EXECUTIVE COMPENSATION
Information relating to Vornado’s executive officer and trustee compensation will be contained in Vornado’s Proxy Statement referred to above in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

122

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information relating to security ownership of certain beneficial owners and management and related stockholder matters will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference. 
Equity compensation plan information
The following table provides information as of December 31, 20192022 regarding Vornado’s equity compensation plans.
Plan Category 
Number of securities to be
issued upon exercise of
outstanding options, warrants and rights
 
Weighted-average
exercise price of
outstanding options, warrants and rights
 
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in the second column)
 Plan CategoryNumber of securities to be
issued upon exercise of
outstanding options, warrants and rights		Weighted-average
exercise price of
outstanding options, warrants and rights		Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in the second column)
Equity compensation plans approved by security holders 4,663,964
(1) 
$57.39
 5,207,363
(2) 
Equity compensation plans approved by security holders6,517,835 (1)$65.35 2,803,063 (2)
Equity compensation awards not approved by security holders —
 —
 —
 
Equity compensation plans not approved by security holdersEquity compensation plans not approved by security holders182,067 (3)N/A—  
Total 4,663,964
 $57.39
 5,207,363
 Total6,699,902 $65.35 2,803,063 

(1)
Includes an aggregate of 2,895,087 shares/units, comprised of (i) 18,927 restricted Vornado common shares,(ii) 1,148,313 restricted Operating Partnership units, (iii) 337,698 Appreciation-Only Long-Term Incentive Plan units (iv) 496,762 Performance Conditioned AO LTIP Units and (v) 893,387 Out-Performance Plan units, which do not have an exercise price.        Includes shares/units of (i) 176,705 Vornado Stock Options (140,031 of which are vested and exercisable), (ii) 565,664Appreciation-Only Long-Term Incentive Plan ("AO LTIP") units (437,372 of which are vested and exercisable), (iii) 496,762 Performance Conditioned AO LTIP units (409,538 of which are vested and exercisable), (iv) 2,969,205 restricted Operating Partnership units (1,983,289 of which are vested and exercisable), (v) 1,932,005 unearned Out-Performance Plan units, and (vi) 377,494 unearned Long-Term Performance Plan LTIP Units.See Note 14 - Stock-based Compensation in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Does not include 8,379 shares of Vornado Restricted Stock, as they have been reflected in Vornado's total shares outstanding.
(2)Based on awards being granted as "Full Value Awards," as defined. If we were to grant "Not Full Value Awards," as defined, the number of securities available for future grants is approximately 5,606,000 shares.
(3)Includes (i) 46,503 restricted Operating Partnership units granted at a market price of $33.88 per unit to Vornado Trustees that are not executives of the Company as part of their annual Trustee fees and (ii) 135,564 restricted Operating Partnership units granted at a market price of $22.13 per unit to Vornado consultants that are not executives of the Company for annual consulting fees.
ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
(2)Based on awards being granted as "Full Value Awards," as defined. If we were to grant "Not Full Value Awards," as defined, the number of securities available for future grants would be 10,414,725.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information relating to certain relationships and related transactions, and director independence will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
Information relating to principal accountingaccountant fees and services will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Ratification of The Appointment of Independent Accounting Firm” and such information is incorporated herein by reference.

PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this report:
1.The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K.
ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this report:
1.The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K.
The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.
Page in this

Annual Report

on Form 10-K
III--RealSchedule III - Real Estate and Accumulated Depreciation as of December 31, 2019, 2018 and 2017
146124
Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.
123

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)

COLUMN ACOLUMN BCOLUMN CCOLUMN DCOLUMN ECOLUMN FCOLUMN GCOLUMN HCOLUMN I
Encumbrances(1)
Initial cost to companyCosts
capitalized
subsequent
to acquisition		Gross amount at which
carried at close of period		Accumulated
depreciation
and
amortization
Date of
construction(3)
Date
acquired		Life on which
depreciation
in latest
income
statement
is computed
LandBuildings
and
improvements		LandBuildings
and
improvements
Total(2)
New York
Manhattan
1290 Avenue of the Americas$950,000 $518,244 $926,992 $269,875 $518,244 $1,196,867 $1,715,111 $478,343 19632007(4)
One Park Avenue525,000 197,057 369,016 2,936 197,057 371,952 569,009 14,868 19262021(4)
350 Park Avenue400,000 265,889 363,381 64,619 265,889 428,000 693,889 170,634 19602006(4)
PENN 1— — 412,169 791,704 — 1,203,873 1,203,873 402,282 19721998(4)
100 West 33rd Street480,000 331,371 361,443 78,034 331,371 439,477 770,848 178,228 1911/20092007(4)
150 West 34th Street205,000 (5)119,657 268,509 — 119,657 268,509 388,166 50,905 19002015(4)
PENN 2575,000 (6)53,615 164,903 544,767 52,689 710,596 763,285 108,685 19681997(4)
90 Park Avenue— 8,000 175,890 199,485 8,000 375,375 383,375 192,616 19641997(4)
770 Broadway700,000 52,898 95,686 192,597 52,898 288,283 341,181 142,018 19071998(4)
888 Seventh Avenue277,800 — 117,269 170,408 — 287,677 287,677 155,181 19801998(4)
PENN 11500,000 40,333 85,259 135,639 40,333 220,898 261,231 102,565 19231997(4)
909 Third Avenue350,000 — 120,723 122,641 — 243,364 243,364 132,201 19691999(4)
150 East 58th Street— 39,303 80,216 62,924 39,303 143,140 182,443 75,535 19691998(4)
595 Madison Avenue— 62,731 62,888 79,646 62,731 142,534 205,265 58,669 19681999(4)
330 West 34th Street— — 8,599 164,628 — 173,227 173,227 59,405 19251998(4)
715 Lexington Avenue— — 26,903 20,218 30,086 17,035 47,121 1,925 19232001(4)
4 Union Square South120,000 24,079 55,220 12,513 24,079 67,733 91,812 28,102 1965/20041993(4)
The Farley Building— — 476,235 949,500 — 1,425,735 1,425,735 54,042 19122018(4)
260 Eleventh Avenue— — 80,482 6,937 — 87,419 87,419 16,227 19112015(4)
510 Fifth Avenue— 34,602 18,728 8,441 35,864 25,907 61,771 — 2010(4)
606 Broadway74,119 45,406 8,993 51,715 45,298 60,816 106,114 6,048 2016(4)
443 Broadway— 11,187 41,186 (41,283)2,370 8,720 11,090 — 2013(4)
435 Seventh Avenue95,696 19,893 19,091 2,166 19,893 21,257 41,150 11,803 20021997(4)
692 Broadway— 6,053 22,908 (9,677)3,552 15,732 19,284 — 2005(4)
131-135 West 33rd Street— 8,315 21,312 477 8,315 21,789 30,104 3,841 2016(4)
304 Canal Street— 3,511 12,905 (8,272)1,771 6,373 8,144 337 19102014(4)
124
COLUMN ACOLUMN B COLUMN C COLUMN D COLUMN E COLUMN FCOLUMN GCOLUMN HCOLUMN I
 Encumbrances (1) Initial cost to company Costs
capitalized
subsequent
to acquisition		 Gross amount at which
carried at close of period		 Accumulated
depreciation
and
amortization		Date of
construction (3)		Date
acquired		Life on which
depreciation
in latest
income
statement
is computed
Land Buildings
and
improvements		Land Buildings
and
improvements		 Total (2)
New York                  
Manhattan                  
1290 Avenue of the Americas$950,000
 $518,244
 $926,992
 $245,488
 $518,244
 $1,172,480
 $1,690,724
 $371,498
19632007(4)
350 Park Avenue400,000
 265,889
 363,381
 50,983
 265,889
 414,364
 680,253
 142,819
19602006(4)
PENN1—
 —
 412,169
 355,815
 —
 767,984
 767,984
 313,467
19721998(4)
100 West 33rd Street398,402
 242,776
 247,970
 36,785
 242,776
 284,755
 527,531
 96,665
19112007(4)
150 West 34th Street205,000
 119,657
 268,509
 —
 119,657
 268,509
 388,166
 30,767
19002015(4)
PENN2575,000
(5)53,615
 164,903
 139,650
 52,689
 305,479
 358,168
 156,464
19681997(4)
90 Park Avenue—
 8,000
 175,890
 195,597
 8,000
 371,487
 379,487
 144,841
19641997(4)
Manhattan Mall181,598
 88,595
 113,473
 66,604
 88,595
 180,077
 268,672
 64,806
20092007(4)
770 Broadway700,000
 52,898
 95,686
 146,545
 52,898
 242,231
 295,129
 100,740
19071998(4)
888 Seventh Avenue375,000
 —
 117,269
 154,252
 —
 271,521
 271,521
 132,586
19801998(4)
PENN11450,000
 40,333
 85,259
 110,048
 40,333
 195,307
 235,640
 85,014
19231997(4)
909 Third Avenue350,000
 —
 120,723
 122,351
 —
 243,074
 243,074
 105,540
19691999(4)
150 East 58th Street—
 39,303
 80,216
 52,036
 39,303
 132,252
 171,555
 64,382
19691998(4)
595 Madison Avenue—
 62,731
 62,888
 44,762
 62,731
 107,650
 170,381
 45,576
19681999(4)
330 West 34th Street—
 —
 8,599
 154,874
 —
 163,473
 163,473
 37,686
19251998(4)
828-850 Madison Avenue—
 107,937
 28,261
 6,225
 107,937
 34,486
 142,423
 10,365

2005(4)
715 Lexington Avenue—
 —
 26,903
 65,078
 63,000
 28,981
 91,981
 10,048
19232001(4)
478-486 Broadway—
 30,000
 20,063
 36,562
 30,000
 56,625
 86,625
 15,186
20092007(4)
4 Union Square South120,000
 24,079
 55,220
 3,509
 24,079
 58,729
 82,808
 22,579
1965/20041993(4)
Farley Office and Retail Building—
 —
 476,235
 321,046
 —
 797,281
 797,281
 —
19122018(4)
Moynihan Train Hall—
 —
 346,926
 568,034
 —
 914,960
 914,960
 —
19122018(4)
260 Eleventh Avenue—
 —
 80,482
 4,378
 —
 84,860
 84,860
 9,998
19112015(4)
510 Fifth Avenue—
 34,602
 18,728
 32,300
 48,403
 37,227
 85,630
 8,754

2010(4)
606 Broadway67,804
 45,406
 8,993
 46,535
 45,298
 55,636
 100,934
 564

2016(4)
40 Fulton Street—
 15,732
 26,388
 35,050
 15,732
 61,438
 77,170
 19,976
19871998(4)
443 Broadway—
 11,187
 41,186
 —
 11,187
 41,186
 52,373
 6,864

2013(4)
40 East 66th Street—
 13,616
 34,635
 159
 13,616
 34,794
 48,410
 12,220

2005(4)
155 Spring Street—
 13,700
 30,544
 6,976
 13,700
 37,520
 51,220
 11,127

2007(4)
435 Seventh Avenue95,696
 19,893
 19,091
 2,073
 19,893
 21,164
 41,057
 8,571
20021997(4)
608 Fifth Avenue (6)
—
 —
 —
 —
 —
 —
 —
 —
19322012(4)
692 Broadway—
 6,053
 22,908
 3,739
 6,053
 26,647
 32,700
 9,965

2005(4)
131-135 West 33rd Street—
 8,315
 21,312
 316
 8,315
 21,628
 29,943
 1,971

2016(4)

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(Amounts in thousands)


COLUMN ACOLUMN BCOLUMN CCOLUMN DCOLUMN ECOLUMN FCOLUMN GCOLUMN HCOLUMN I
Encumbrances(1)
Initial cost to companyCosts
capitalized
subsequent
to acquisition		Gross amount at which
carried at close of period		Accumulated
depreciation
and
amortization
Date of
construction(3)
Date
acquired		Life on which
depreciation
in latest
income
statement
is computed
LandBuildings
and
improvements		LandBuildings
and
improvements
Total(2)
New York - continued
Manhattan - continued
1131 Third Avenue$— $7,844 $7,844 $5,683 $7,844 $13,527 $21,371 $3,489 1997(4)
431 Seventh Avenue— 16,700 2,751 — 16,700 2,751 19,451 1,083 2007(4)
138-142 West 32nd Street— 9,252 9,936 2,032 9,252 11,968 21,220 2,181 19202015(4)
334 Canal Street— 1,693 6,507 (1,169)753 6,278 7,031 409 2011(4)
966 Third Avenue— 8,869 3,631 — 8,869 3,631 12,500 847 2013(4)
148 Spring Street— 3,200 8,112 408 3,200 8,520 11,720 3,163 2008(4)
150 Spring Street— 3,200 5,822 327 3,200 6,149 9,349 2,273 2008(4)
137 West 33rd Street— 6,398 1,550 — 6,398 1,550 7,948 300 19322015(4)
825 Seventh Avenue— 1,483 697 3,982 1,483 4,679 6,162 1,064 1997(4)
537 West 26th Street— 10,370 17,632 20,000 26,631 21,371 48,002 3,232 2018(4)
339 Greenwich Street— 2,622 12,333 (10,018)866 4,071 4,937 245 2017(4)
Hotel Pennsylvania site— 29,903 121,712 109,425 29,903 231,137 261,040 — 19191997(4)
Other (Including Signage)— 140,477 31,892 22,106 94,787 99,688 194,475 28,002 —(4)
Total Manhattan5,252,615 2,084,155 4,627,325 4,025,414 2,069,286 8,667,608 10,736,894 2,490,748 
Other Properties
Paramus, New Jersey— — — 21,224 1,033 20,191 21,224 16,823 19671987(4)
Total New York5,252,615 2,084,155 4,627,325 4,046,638 2,070,319 8,687,799 10,758,118 2,507,571 
125
COLUMN ACOLUMN B COLUMN C COLUMN D COLUMN E COLUMN FCOLUMN GCOLUMN HCOLUMN I
 Encumbrances (1) Initial cost to company Costs
capitalized
subsequent
to acquisition		 Gross amount at which
carried at close of period		 Accumulated
depreciation
and
amortization		Date of
construction (3)		Date
acquired		Life on which
depreciation
in latest
income
statement
is computed
Land Buildings
and
improvements		Land Buildings
and
improvements		 Total (2)
New York - continued                  
Manhattan - continued                  
265 West 34th Street$—
 $28,500
 $—
 $295
 $28,500
 $295
 $28,795
 $—
19202015(4)
304 Canal Street—
 3,511
 12,905
 (684) 3,511
 12,221
 15,732
 986
19102014(4)
677-679 Madison Avenue—
 13,070
 9,640
 556
 13,070
 10,196
 23,266
 3,425
 2006(4)
1131 Third Avenue—
 7,844
 7,844
 5,708
 7,844
 13,552
 21,396
 2,299
 1997(4)
486 Eighth Avenue—
 20,000
 71
 244
 20,000
 315
 20,315
 —
19282016(4)
431 Seventh Avenue—
 16,700
 2,751
 —
 16,700
 2,751
 19,451
 877
 2007(4)
138-142 West 32nd Street—
 9,252
 9,936
 968
 9,252
 10,904
 20,156
 1,223
19202015(4)
334 Canal Street—
 1,693
 6,507
 7,609
 1,693
 14,116
 15,809
 1,682
 2011(4)
267 West 34th Street—
 5,099
 10,037
 (9,760) 5,099
 277
 5,376
 —
 2013(4)
966 Third Avenue—
 8,869
 3,631
 —
 8,869
 3,631
 12,500
 575
 2013(4)
148 Spring Street—
 3,200
 8,112
 398
 3,200
 8,510
 11,710
 2,491
 2008(4)
150 Spring Street—
 3,200
 5,822
 274
 3,200
 6,096
 9,296
 1,776
 2008(4)
137 West 33rd Street—
 6,398
 1,550
 —
 6,398
 1,550
 7,948
 184
19322015(4)
488 Eighth Avenue—
 10,650
 1,767
 (4,643) 6,859
 915
 7,774
 267

2007(4)
484 Eighth Avenue—
 3,856
 762
 773
 3,856
 1,535
 5,391
 —
 1997(4)
825 Seventh Avenue—
 1,483
 697
 2,697
 1,483
 3,394
 4,877
 419
 1997(4)
537 West 26th Street—
 10,370
 17,632
 16,301
 26,631
 17,672
 44,303
 866

2018(4)
339 Greenwich—
 2,622
 12,333
 —
 2,622
 12,333
 14,955
 898
 2017(4)
Other (Including Signage)—
 72,372
 19,135
 88,457
 72,372
 107,592
 179,964
 18,952
   
Total Manhattan4,868,500
 2,051,250
 4,632,934
 3,116,963
 2,139,487
 7,661,660
 9,801,147
 2,077,959
   
                   
   Other Properties                  
Hotel Pennsylvania, New York—
 29,903
 121,712
 125,590
 29,903
 247,302
 277,205
 129,258
19191997(4)
33-00 Northern Boulevard, Queens,
    New York
100,000
 46,505
 86,226
 9,808
 46,505
 96,034
 142,539
 12,491
19152015(4)
Paramus, New Jersey—
 —
 —
 23,392
 1,036
 22,356
 23,392
 16,964
19671987(4)
Total Other Properties100,000
 76,408
 207,938
 158,790
 77,444
 365,692
 443,136
 158,713
   
                   
Total New York4,968,500
 2,127,658
 4,840,872
 3,275,753
 2,216,931
 8,027,352
 10,244,283
 2,236,672
   

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(Amounts in thousands)


COLUMN ACOLUMN BCOLUMN CCOLUMN DCOLUMN ECOLUMN FCOLUMN GCOLUMN HCOLUMN I
Encumbrances(1)
Initial cost to companyCosts
capitalized
subsequent
to acquisition		Gross amount at which
carried at close of period		Accumulated
depreciation
and
amortization
Date of
construction(3)
Date
acquired		Life on which
depreciation
in latest
income
statement
is computed
LandBuildings
and
improvements		LandBuildings
and
improvements
Total(2)
Other
theMART
theMART, Illinois$— $64,528 $319,146 $441,840 $64,535 $760,979 $825,514 $383,172 19301998(4)
527 West Kinzie, Illinois— 5,166 — 257 5,166 257 5,423 — 1998
Piers 92 and 94, New York— — — 23,838 — 23,838 23,838 4,339 2008(4)
Total theMART— 69,694 319,146 465,935 69,701 785,074 854,775 387,511 
555 California Street, California1,200,000 223,446 895,379 269,215 223,446 1,164,594 1,388,040 432,128 1922,1969 -19702007(4)
Borgata Land, Atlantic City, NJ— 83,089 — — 83,089 — 83,089 — 2010
759-771 Madison Avenue (40 East 66th Street) Residential, New York— 8,454 13,321 (8,193)5,273 8,309 13,582 3,321 2005(4)
Annapolis, Maryland— — 9,652 — — 9,652 9,652 4,964 2005(4)
Wayne Towne Center, New Jersey— — 26,137 48,011 — 74,148 74,148 38,228 2010(4)
Other— — — 7,962 — 7,962 7,962 2,103 (4)
Total Other1,200,000 384,683 1,263,635 782,930 381,509 2,049,739 2,431,248 868,255 
Leasehold improvements, equipment and other— — — 125,389 — 125,389 125,389 95,165 
Total December 31, 2022$6,452,615 $2,468,838 $5,890,960 $4,954,957 $2,451,828 $10,862,927 $13,314,755 $3,470,991 

(1)Represents contractual debt obligations.
(2)The net basis of Vornado's assets and liabilities for tax reporting purposes is approximately $1.6 billion lower than the amounts reported for financial statement purposes.
(3)Date of original construction - many properties have had substantial renovation or additional construction, see "costs capitalized subsequent to acquisition" column.
(4)Depreciation of the buildings and improvements is calculated over lives ranging from the life of the lease to forty years.
(5)On January 9, 2023, our $105,000 participation in the $205,000 mortgage loan on 150 West 34th Street was repaid.
(6)Secured amount outstanding on revolving credit facilities.
126
COLUMN ACOLUMN B COLUMN C COLUMN D COLUMN E COLUMN FCOLUMN GCOLUMN HCOLUMN I
 Encumbrances (1) Initial cost to company Costs
capitalized
subsequent
to acquisition		 Gross amount at which
carried at close of period		 Accumulated
depreciation
and
amortization		Date of
construction (3)		Date
acquired		Life on which
depreciation
in latest
income
statement
is computed
Land Buildings
and
improvements		Land Buildings
and
improvements		 Total (2)
Other                  
theMART                  
theMART, Illinois$675,000
 $64,528
 $319,146
 $414,558
 $64,535
 $733,697
 $798,232
 $329,198
19301998(4)
527 West Kinzie, Illinois—
 5,166
 —
 67
 5,166
 67
 5,233
 —
 1998(4)
Piers 92 and 94, New York—
 —
 —
 16,961
 —
 16,961
 16,961
 3,335
 2008(4)
Total theMART675,000
 69,694
 319,146
 431,586
 69,701
 750,725
 820,426
 332,533
   
                   
555 California Street, California548,075
 223,446
 895,379
 227,455
 211,459
 1,134,821
 1,346,280
 326,893
1922,1969 -19702007(4)
220 Central Park South, New York—
 115,720
 16,445
 200,598
 —
 332,763
 332,763
 —
 2005(4)
Borgata Land, Atlantic City, NJ53,441
 83,089
 —
 —
 83,089
 —
 83,089
 —
 2010 
40 East 66th Residential, New York—
 8,454
 13,321
 —
 8,454
 13,321
 21,775
 4,231
 2005(4)
677-679 Madison Avenue, New York—
 1,462
 1,058
 285
 1,627
 1,178
 2,805
 510
 2006(4)
Annapolis, Maryland—
 —
 9,652
 —
 —
 9,652
 9,652
 4,211
 2005(4)
Wayne Towne Center, New Jersey—
 —
 26,137
 57,453
 —
 83,590
 83,590
 25,103
 2010(4)
Other—
 —
 —
 5,335
 —
 5,335
 5,335
 1,536
 
(4)
Total Other1,276,516
 501,865
 1,281,138
 922,712
 374,330
 2,331,385
 2,705,715
 695,017
   
                   
Leasehold improvements equipment and other—
 —
 —
 124,014
 —
 124,014
 124,014
 84,269
   
                   
December 31, 2019$6,245,016
 $2,629,523
 $6,122,010
 $4,322,479
 $2,591,261
 $10,482,751
 $13,074,012
 $3,015,958
   
                   

(1)Represents contractual debt obligations.
(2)The net basis of Vornado's assets and liabilities for tax reporting purposes is approximately $4.0 billion lower than the amounts reported for financial statement purposes.
(3)Date of original construction –– many properties have had substantial renovation or additional construction –– see Column D.
(4)Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years.
(5)Secured amount outstanding on revolving credit facilities.
(6)In August 2019, we delivered notice to the ground lessor that we will surrender the property in May 2020.


VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)

The following is a reconciliation of real estate assets and accumulated depreciation:
Year Ended December 31,
 202220212020
Real Estate   
Balance at beginning of period$13,217,845 $12,087,943 $13,074,012 
Additions during the period:
Land— 197,057 1,372 
Buildings & improvements and other711,722 1,286,474 1,127,593 
 13,929,567 13,571,474 14,202,977 
Less: Assets sold, written-off, reclassified to ready for sale and deconsolidated614,812 353,629 2,115,034 
Balance at end of period$13,314,755 $13,217,845 $12,087,943 
Accumulated Depreciation
Balance at beginning of period$3,376,347 $3,169,446 $3,015,958 
Depreciation expense449,864 362,311 344,301 
 3,826,211 3,531,757 3,360,259 
Less: Accumulated depreciation on assets sold, written-off and deconsolidated355,220 155,410 190,813 
Balance at end of period$3,470,991 $3,376,347 $3,169,446 
 Year Ended December 31,
 2019 2018 2017
Real Estate     
Balance at beginning of period$16,237,883
 $14,756,295
 $14,187,820
Additions during the period:     
Land46,074
 170,065
 21,298
Buildings & improvements and other1,391,784
 1,665,684
 598,820
 17,675,741
 16,592,044
 14,807,938
Less: Assets sold, written-off, reclassified to ready for sale and deconsolidated4,601,729
 354,161
 51,643
Balance at end of period$13,074,012
 $16,237,883
 $14,756,295
      
Accumulated Depreciation     
Balance at beginning of period$3,180,175
 $2,885,283
 $2,581,514
Additions charged to operating expenses360,194
 381,500
 360,391
 3,540,369
 3,266,783
 2,941,905
Less: Accumulated depreciation on assets sold, written-off and deconsolidated524,411
 86,608
 56,622
Balance at end of period$3,015,958
 $3,180,175
 $2,885,283
127


(b)    Exhibits:
Exhibit No.
2.13.1
—Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado Realty Trust, Vornado Realty L.P., JBG*
Properties, Inc., JBG/Operating Partners, L.P., certain affiliates of JBG Properties Inc. and JBG/Operating Partners set
forth on Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP. Incorporated by reference to
Exhibit 2.1 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2016 (File No.
001-11954), filed February 13, 2017
3.1
—Articles of Restatement of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland*
on July 30, 2007 - Incorporated by reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 2007*
3.2
—Amended and Restated Bylaws of Vornado Realty Trust, as amended on March 2, 2000July 28, 2022 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022*
3.12
3.3
—Articles of Amendment to Declaration of Trust, dated September 30, 2016 – Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 19992020 (File No.
001-11954), filed on Thursday, March 9, 2000February 16, 2021*
3.33.4
—Articles of Amendment of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on October 4, 2016—Incorporated by reference to Annex B to Vornado Realty Trust's Definitive Proxy Statement on Schedule 14A (File No. 001-11954), filed on April 8, 2016.*
3.5
—Articles of Amendment to Declaration of Trust, dated June 13, 2018 - Incorporated by reference to Exhibit 3.54 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-11954), filed on July 30, 2018*
3.6
—Articles of Amendment to Declaration of Trust, dated August 7, 2019 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on August 8, 2019*
3.7
—Articles Supplementary, 5.40% Series L Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference*
$25.00 $25.00 per share, no par value – Incorporated by reference to Exhibit 3.6 to Vornado Realty Trust’s Registration
Statement on Form 8-A (File No. 001-11954), filed on January 25, 2013*
3.43.8
—Articles Supplementary Classifying Vornado Realty Trust's 5.25% Series M Cumulative Redeemable Preferred Shares of*
Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.7 to
Vornado Realty Trust's Registration Statement on Form 8-A (File No. 001-11954), filed on December 13, 2017*
3.35.9
—Articles Supplementary Classifying Vornado Realty Trust's 5.25% Series N Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on November 24, 2020*
3.10
—Articles Supplementary Classifying Vornado Realty Trust's 4.45% Series O Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on September 22, 2021*
3.11
—Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of October 20, 1997*
(the (the “Partnership Agreement”) – Incorporated by reference to Exhibit 3.26 to Vornado Realty Trust’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003
3.6
—Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by reference to Exhibit 3.27 to*
Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954),
filed on May 8, 2003
3.7
—Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated by reference to Exhibit 3.5 to*
Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-50095), filed on April 14, 1998
3.8
—Third Amendment to the Partnership Agreement, dated as of November 12, 1998 - Incorporated by reference to Exhibit 3.2 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 30, 1998
3.9
—Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 - Incorporated by reference to Exhibit 3.1 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on February 9, 1999
3.10
—Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by reference to Exhibit 3.1 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on March 17, 1999
3.11
—Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated by reference to Exhibit 3.2 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999
3.12
—Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated by reference to Exhibit 3.3 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999
3.13
—Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated by reference to Exhibit 3.4 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999
3.14
—Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.3 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999
3.15
—Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.4 to*
Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999
3.16
—Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 - Incorporated by reference to Exhibit 3.2 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 23, 1999
3.17
—Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated by reference to Exhibit 3.2 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on May 19, 2000
3.18
—Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 - Incorporated by reference to Exhibit 3.2 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 16, 2000
__________________________________________
*Incorporated by reference

3.19
—Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 - Incorporated by reference to Exhibit 3.2*
to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 28, 2000
3.20
—Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 - Incorporated by reference to Exhibit 4.35*
to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001
3.21
—Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated by reference to Exhibit 3.3 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001
3.22
—Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 - Incorporated by reference to Exhibit*
3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001
3.23
—Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 - Incorporated by reference to Exhibit 3.1 to*
Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 001-11954), filed on March 18, 2002
3.24
—Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated by reference to Exhibit 3.47 to*
Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954),
filed on August 7, 2002
3.25
—Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by reference to Exhibit 3.46 to Vornado*
Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003*
8, 2003
3.263.12
—Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by reference to Exhibit 3.27 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003*
3.13
—Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated by reference to Exhibit 3.5 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-50095), filed on April 14, 1998*
3.14
—Third Amendment to the Partnership Agreement, dated as of November 12, 1998 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 30, 1998*
3.15
—Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on February 9, 1999*
3.16
—Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on March 17, 1999*
3.17
—Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999*
3.18
—Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999*
3.19
—Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999*
3.20
—Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999*
3.21
—Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999*
3.22
—Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 23, 1999*
________________________________
*Incorporated by reference
128

3.23
—Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on May 19, 2000*
3.24
—Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 16, 2000*
3.25
—Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 28, 2000*
3.26
—Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 - Incorporated by reference to Exhibit 4.35 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001*
3.27
—Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001*
3.28
—Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001*
3.29
—Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 001-11954), filed on March 18, 2002*
3.30
—Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002*
3.31
—Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by reference to Exhibit 3.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003*
3.32
—Twenty-First Amendment to the Partnership Agreement, dated as of July 31, 2003 - Incorporated by reference to Exhibit 3.47 to*
Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11954),
filed on November 7, 2003*
3.273.33
—Twenty-Second Amendment to the Partnership Agreement, dated as of November 17, 2003 – Incorporated by reference to*
Exhibit 3.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2003
(File (File No. 001-11954), filed on March 3, 2004*
3.283.34
—Twenty-Third Amendment to the Partnership Agreement, dated May 27, 2004 – Incorporated by reference to Exhibit 99.2 to*
Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 14, 2004*
3.293.35
—Twenty-Fourth Amendment to the Partnership Agreement, dated August 17, 2004 – Incorporated by reference to Exhibit 3.57*
to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on
January 26, 2005*
3.303.36
—Twenty-Fifth Amendment to the Partnership Agreement, dated November 17, 2004 – Incorporated by reference to Exhibit 3.58*
to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on
January 26, 2005*
3.313.37
—Twenty-Sixth Amendment to the Partnership Agreement, dated December 17, 2004 – Incorporated by reference to Exhibit 3.1 to*
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004*
3.323.38
—Twenty-Seventh Amendment to the Partnership Agreement, dated December 20, 2004 – Incorporated by reference to Exhibit 3.2*
to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004*
3.333.39
—Twenty-Eighth Amendment to the Partnership Agreement, dated December 30, 2004 - Incorporated by reference to Exhibit 3.1*
to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on January 4, 2005*
3.343.40
—Twenty-Ninth Amendment to the Partnership Agreement, dated June 17, 2005 - Incorporated by reference to Exhibit 3.1 to*
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 21, 2005*
3.353.41
—Thirtieth Amendment to the Partnership Agreement, dated August 31, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado*
Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 1, 2005*
3.363.42
—Thirty-First Amendment to the Partnership Agreement, dated September 9, 2005 - Incorporated by reference to Exhibit 3.1 to*
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 14, 2005*
3.373.43
—Thirty-Second Amendment and Restated Agreement of Limited Partnership, dated as of December 19, 2005 – Incorporated by*
reference to Exhibit 3.59 to Vornado Realty L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
(File (File No. 000-22685), filed on May 8, 2006
__________________________________________
*Incorporated by reference

3.383.44
—Thirty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of April 25, 2006 –*
Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Form 8-K (File(File No.001-11954) 001-11954), filed on May 1, 2006
*
3.393.45
—Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of May 2, 2006 –*
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685),
filed on May 3, 2006*
3.403.46
—Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of August 17, 2006 –*
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on August 23, 2006*
2006
3.413.47
—Thirty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of October 2, 2006 –*
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on January 22, 2007*
__________________________________2007
*Incorporated by reference
129

3.423.48
—Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 –*
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 000-22685),
filed on June 27, 2007*
3.433.49
—Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 –*
Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 000-22685),
filed on June 27, 2007*
3.443.50
—Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 –*
Incorporated by reference to Exhibit 3.3 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685),
filed on June 27, 2007*
3.453.51
—Fortieth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 –*
Incorporated by reference to Exhibit 3.4 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685),
filed on June 27, 2007*
3.463.52
—Forty-First Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of March 31, 2008 –*
Incorporated by reference to Exhibit 3.44 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008 (file No. 001-11954), filed on May 6, 2008*
3.473.53
—Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of December 17, 2010*
– Incorporated by reference to Exhibit 99.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No 000-22685),
filed on December 21, 2010*
3.483.54
—Forty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of April 20, 2011 –*
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 000-22685),
filed on April 21, 2011*
3.493.55
—Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as,*
of March 30, 2012 - Incorporated by reference to Exhibit 99.1 to Vornado Realty L.P.'s Current Report on Form 8-K
(File (File No. 001-34482), filed on April 5, 2012*
3.503.56
—Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership dated as of July 18, 2012 –*
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 001-34482),
filed on July 18, 2012*
3.513.57
—Forty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of January 25, 2013 –*
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 001-34482),
filed on January 25, 2013*
3.523.58
—Forty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated*
April 1, 2015 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.'s Current Report on Form 8-K (File No.
001-34482), filed on April 2, 2015*
3.533.59
**—Forty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated*
December 13, 2017 - Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.'s Current Report on Form 8-K
(File (File No. 001-34482), filed on December 13, 2017
__________________________________________
*Incorporated by reference
**Management contract or compensatory agreement

3.543.60
**—Forty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as*
of January 12, 2018 - Incorporated by reference to Exhibit 3.53 to Vornado Realty Trust's Annual Report on 10-K for the
year ended December 31, 2017 (File No. 001-11954), filed on February 12, 2018*
3.553.
—Articles of Amendment to Declaration of Trust, dated June 13, 2018 - Incorporated by reference to Exhibit 3.54 to Vornado*
Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-11954), filed on July
30, 2018
3.56
—Amended and Restated Bylaws of Vornado Realty Trust, as amended on July 25, 2018 - Incorporated by reference to Exhibit*
3.55 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-11954),61
—filed on July 30, 2018
3.57
—Forty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as*
of August 7, 2019 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Current Report on Form 8-K
(File (File No. 001-11954), filed on August 8, 2019*
4.13.62
—Fiftieth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of November 24, 2020 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on November 24, 2020*
3.63
—Fifty-First Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of September 22, 2021 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954), filed on September 22, 2021*
4.1
—Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of New York, as Trustee - Incorporated*
by reference to Exhibit 4.10 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2005 (File No. 001-11954), filed on April 28, 2005*
4.2
—Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado Realty L.P., as Guarantor and The*
Bank of New York, as Trustee – Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on
Form 8-K (File No. 001-11954), filed on November 27, 2006*
Certain instruments defining the rights of holders of long-term debt securities of Vornado Realty Trust and its subsidiaries are
omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Vornado Realty Trust hereby undertakes to furnish to the
Securities and Exchange Commission, upon request, copies of such instruments
4.3
—Description of the Vornado Realty Trust securities registered pursuant to Section 12 of the Securities Exchange Act of 1934***
4.4
—Description of Class A units of Vornado Realty L.P. and certain provisions of its agreement of limited partnership***
__________________________________________
10.1*—Incorporated by reference
**Management contract or compensatory agreement
***Filed herewith
130

10.1—Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29, 1992 - Incorporated by reference*
to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954),
filed February 16, 1993*
10.2**—Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992 – Incorporated by reference to*
Vornado, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed
February 16, 1993*
10.310.3
**—Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust, The Mendik Company, L.P. and*
David R. Greenbaum - Incorporated by reference to Exhibit 10.4 to Vornado Realty Trust’s Current Report on Form 8-K
(File No. 001-11954), filed on April 30, 1997
10.4
—Tax Reporting and Protection Agreement, dated December 31, 2001, by and among Vornado, Vornado Realty L.P., Charles E.*
Smith Commercial Realty L.P. and Charles E. Smith Commercial Realty L.L.C. - Incorporated by reference to Exhibit
10.3 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002
10.5
**—Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc. and Vornado Realty*
L.P. - Incorporated by reference to Exhibit 10(i)(E)(3) to Alexander’s Inc.’s Quarterly Report for the quarter ended
June 30, 2002 (File No. 001-06064), filed on August 7, 2002*
10.610.4
**—59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between Vornado Realty L.P., 731 Residential*
LLC and 731 Commercial LLC - Incorporated by reference to Exhibit 10(i)(E)(4) to Alexander’s Inc.’s Quarterly Report
for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002*
10.710.5
—Amended and Restated Management and Development Agreement, dated as of July 3, 2002, by and between Alexander's, Inc.,*
the subsidiaries party thereto and Vornado Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(1) to
Alexander's Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-06064), filed on
August 7, 20022020
10.*8
**—Amended and Restated Employment Agreement between Vornado Realty Trust and Joseph Macnow dated July 27, 2006 –*
Incorporated by reference to Exhibit 10.54 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2006 (File No. 001-11954), filed on August 1, 2006
__________________________________________
*Incorporated by reference
**Management contract or compensatory agreement
***Filed herewith

10.96
**—Second Amendment to Real Estate Retention Agreement, dated January 1, 2007, by and between Vornado Realty L.P. and*
Alexander’s Inc. – Incorporated by reference to Exhibit 10.55 to Vornado Realty Trust’s Annual Report on Form 10-K
for the year ended December 31, 2006 (File No. 001-11954), filed on February 27, 2007*
10.110.07
**—Amendment to 59th Street Real Estate Retention Agreement, dated January 1, 2007, by and among Vornado Realty L.P., 731*
Retail One LLC, 731 Restaurant LLC, 731 Office One LLC and 731 Office Two LLC. – Incorporated by reference to
Exhibit 10.56 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No.
001-11954), filed on February 27, 2007*
10.110.18
**—Amendment to Employment Agreement between Vornado Realty Trust and Joseph Macnow, dated December 29, 2008 -*
Incorporated by reference to Exhibit 10.48 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended
December 31, 2008 (File No. 001-11954) filed on February 24, 2009
10.12
**—Amendment to Employment Agreement between Vornado Realty Trust and David R. Greenbaum, dated December 29, 2008 -*
Incorporated by reference to Exhibit 10.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended
December 31, 2008 (File No. 001-11954) filed on February 24, 2009
10.13
**—Amendment to Indemnification Agreement between Vornado Realty Trust and David R. Greenbaum, dated December 29, 2008 -*
Incorporated by reference to Exhibit 10.50 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended
December 31, 2008 (File No. 001-11954) filed on February 24, 2009
10.14
**—Vornado Realty Trust's 2010 Omnibus Share Plan - Incorporated by reference to Exhibit 10.41 to Vornado Realty Trust's*
Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 001-11954) filed on August 3, 2010*
10.110.59
**—Form of Vornado Realty Trust 2010 Omnibus Share Plan Incentive / Non-Qualified Stock Option Agreement - Incorporated*
by reference to Exhibit 99.1 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954) filed on April 5, 2012*
5, 2012
10.160
**—Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement - Incorporated by reference to Exhibit*
99.2 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954) filed on April 5, 2012*
10.1711
**—Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement - Incorporated by reference to Exhibit*
99.3 to Vornado Realty Trust's Current Report on Form 8-K (File No. 001-11954) filed on April 5, 2012*
10.182
**—Form of Vornado Realty Trust 2012 Outperformance Plan Award Agreement - Incorporated by reference to Exhibit 10.45 to*
Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-11954)
filed on February 26, 2013*
10.1913
**—Form of Vornado Realty Trust 2013 Outperformance Plan Award Agreement - Incorporated by reference to Exhibit 10.50 to*
Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 001-11954),
filed on May 6, 2013*
10.210.014
**—Employment agreement between Vornado Realty Trust and Michael J. Franco dated January 10, 2014 - Incorporated by*
reference to Exhibit 10.52 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31,
2014 (File No. 001-11954), filed on May 5, 2014*
10.2115
**—Form of 2017 Amendment to Vornado Realty Trust 2015, 2016, 2017 Outperformance Plan Award Agreements - Incorporated*
by reference to Exhibit 10.32 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017
(File No. 001-11954), filed on July 31, 2017
10.22
**—Form of Vornado Realty Trust 2010 Omnibus Share Plan AO LTIP Unit Award Agreement - Incorporated by reference to Exhibit*
10.34 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2017 (File No.
001-11954), filed on February 12, 2018
10.*23
**—Form of Vornado Realty Trust 2018 Outperformance Plan Award Agreement - Incorporated by reference to Exhibit 10.35 to*
Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No. 001-11954) filed
on April 30, 2018
__________________________________________
*Incorporated by reference
**Management contract or compensatory agreement

10.2410.16
**—Amended and Restated Term Loan Agreement dated as of October 26, 2018 among Vornado Realty L.P. as Borrower, Vornado*
Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JP Morgan Chase Bank N.A. as
Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.36 to Vornado Realty Trust's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-11954), filed on October 29, 2018
10.25
**—Form of Performance Conditioned AO LTIP Award Agreement - Incorporated by reference to Exhibit 10.36 to Vornado Realty*
Trust's Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-11954), filed on February 11, 2019*
2019
10.2610.17
**—Form of 2019 Amendment to Restricted LTIP Unit and Restricted Stock Agreements - Incorporated by reference to Exhibit*
10.37 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2018 (File No.
001-11954), filed on February 11, 2019*
10.2710.18
**—Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement - Incorporated by reference to*
Exhibit 10.38 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2018 (File No.
001-11954), filed on February 11, 2019*
10.2810.19
**—Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement - Incorporated by reference to Exhibit*
10.39 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended December 31, 2018 (File No.
001-11954), filed on February 11, 2019*
10.20
10.29
—Second Amended and Restated Revolving Credit Agreement dated as of March 26, 2019, among Vornado Realty L.P., as*
Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan
Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.40 to Vornado
Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (File No. 001-11954), filed on
April 29, 2019
10.
30
**—Form of Vornado Realty Trust 2019 Omnibus Share Plan - Incorporated by reference to Annex B to Vornado Realty Trust's*
Proxy Statement dated April 5, 2019 (File No. 001-11954), filed on April 5, 2019*
10.3121
—Transaction Agreement between Vornado Realty L.P. and Crown Jewel Partner LLC, dated April 18, 2019 - Incorporated by*
reference to Exhibit 10.42 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019
(File No. 001-11954), filed on July 29, 2019*
__________________________________________
*Incorporated by reference
**Management contract or compensatory agreement
131

10.3210.22
**—Form of Vornado Realty Trust 2019 Omnibus Share Plan Restricted Stock Agreement - Incorporated by reference to Exhibit 10.32 to Vornado Realty Trust's Quarterly Report on Form 10-K for the year ended December 31, 2019 (File No. 001-11954), filed on February 18, 2020***
10.3310.23
**—Form of Vornado Realty Trust 2019 Omnibus Share Plan Restricted LTIP Unit Agreement - Incorporated by reference to Exhibit 10.33 to Vornado Realty Trust's Quarterly Report on Form 10-K for the year ended December 31, 2019 (File No. 001-11954), filed on February 18, 2020***
10.3410.24
**—Form of Vornado Realty Trust 2019 Omnibus Share Plan Incentive/Non-Qualified Stock Option Agreement***
__________________________________________
* - Incorporated by reference to Exhibit 10.34 to Vornado Realty Trust's Quarterly Report on Form 10-K for the year ended December 31, 2019 (File No. 001-11954), filed on February 18, 2020
**Management contract or compensatory agreement
***Filed herewith

2110.25
**—Employment agreement between Vornado Realty Trust and Glen J. Weiss dated May 25, 2018 - Incorporated by reference to Exhibit 10.35 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-11954), filed on May 4, 2020*
10.26
**—Employment agreement between Vornado Realty Trust and Haim Chera dated April 19, 2019 - Incorporated by reference to Exhibit 10.36 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-11954), filed on May 4, 2020*
10.27
**—Form of Vornado Realty Trust 2020 Outperformance Plan Award Agreement - Incorporated by reference to Exhibit 10.37 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-11954), filed on May 4, 2020*
10.28
**—Form of Vornado Realty Trust 2021 Outperformance Plan Award Agreement for Executives – Incorporated by reference to Exhibit 10.42 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-11954), filed on February 16, 2021*
10.29
**—Form of Vornado Realty Trust 2021 Outperformance Plan Award Agreement for Non-Executives – Incorporated by reference to Exhibit 10.43 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-11954), filed on February 16, 2021*
10.30
—Second Amended and Restated Revolving Credit Agreement dated as of April 15, 2021 among Vornado Realty L.P., as Borrower, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.44 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No. 001-11954), filed on August 2, 2021*
10.31
**—Form of Vornado Realty Trust 2022 Long-term Performance Plan LTIP Unit Award Agreement - Incorporated by reference to Exhibit 10.36 to Vornado Realty Trust's Annual Report on form 10-K for the year ended December 31, 2021 (File No. 001-11954), filed on February 14, 2022*
10.32
**—Employment agreement between Vornado Realty Trust and Barry Langer dated June 4, 2018 - Incorporated by reference to Exhibit 10.37 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 001-11954), filed on May 2, 2022*
10.33
—Second Amended and Restated Term Loan Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.38 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022*
10.34
—Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.39 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022*
10.35
—Third Amended and Restated Revolving Credit Agreement dated as of June 30, 2022, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.40 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-11954), filed on August 1, 2022*
10.36
**—Form of Vornado Realty Trust 2019 Omnibus Share Plan Restricted LTIP Unit Agreement granted in 2023***
10.37
**—Form of Vornado Realty Trust 2023 Long-term Performance Plan LTPP Unit Award Agreement***
__________________________________________
*Incorporated by reference
**Management contract or compensatory agreement
***Filed herewith
132

21
—Subsidiaries of Vornado Realty Trust and Vornado Realty L.P.***
23.1
—Consent of Independent Registered Public Accounting Firm for Vornado Realty Trust***
23.2
—Consent of Independent Registered Public Accounting Firm for Vornado Realty L.P.***
31.1
—Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust***
31.2
—Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust***
31.3
—Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.***
31.4
—Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.***
32.1
—Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust***
32.2
—Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust***
32.3
—Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.***
32.4
—Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.***
101—The following financial information from Vornado Realty Trust and Vornado Realty L.P. Annual Report on Form 10-K for the***
year ended December 31, 20192022, 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. Annual Report on Form 10-K for the year ended***
December 31, 2019,2022, formatted as iXBRL and contained in Exhibit 101101.***
__________________________________________
***Filed herewith
ITEM 16.FORM 10-K SUMMARY
_____________________________
***Filed herewith
ITEM 16.        FORM 10-K SUMMARY
None.

133



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: February 18, 202013, 2023By:/s/ Matthew IoccoDeirdre Maddock
Matthew Iocco,Deirdre Maddock, Chief Accounting Officer

(duly authorized officer and principal accounting officer)

134

SIGNATURES - CONTINUED
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SignatureTitleDate
By:/s/Steven RothChairman of the Board of TrusteesFebruary 13, 2023
(Steven Roth)and Chief Executive Officer
(Principal Executive Officer)
By:/s/Candace K. BeineckeTrusteeFebruary 13, 2023
(Candace K. Beinecke)
By:/s/Michael D. FascitelliTrusteeFebruary 13, 2023
(Michael D. Fascitelli)
By:/s/Beatrice Hamza BasseyTrusteeFebruary 13, 2023
(Beatrice Hamza Bassey)
By:/s/William W. Helman IVTrusteeFebruary 13, 2023
(William W. Helman IV)
By:/s/David MandelbaumTrusteeFebruary 13, 2023
(David Mandelbaum)
By:/s/Raymond J. McGuireTrusteeFebruary 13, 2023
(Raymond J. McGuire)
By:SignatureTitleDate
By:/s/Steven RothChairman of the Board of TrusteesFebruary 18, 2020
(Steven Roth)
and Chief Executive Officer
(Principal Executive Officer)
By:/s/Candace K. BeineckeTrusteeFebruary 18, 2020
(Candace K. Beinecke)
By:/s/Michael D. FascitelliTrusteeFebruary 18, 2020
(Michael D. Fascitelli)
By:/s/William W. Helman IVTrusteeFebruary 18, 2020
(William W. Helman IV)
By:/s/David MandelbaumTrusteeFebruary 18, 2020
(David Mandelbaum)
By:/s/Mandakini PuriTrusteeFebruary 18, 202013, 2023
(Mandakini Puri)
By:/s/Daniel R. TischTrusteeFebruary 18, 202013, 2023
(Daniel R. Tisch)
By:/s/Richard R. WestTrusteeFebruary 18, 2020
(Richard R. West)
By:/s/Russell B. Wight, Jr.TrusteeFebruary 18, 202013, 2023
(Russell B. Wight, Jr.)
By:/s/Joseph MacnowMichael J. FrancoPresident and Chief Financial OfficerFebruary 18, 202013, 2023
(Joseph Macnow)Michael J. Franco)(Principal Financial Officer)
By:/s/Matthew IoccoDeirdre MaddockChief Accounting OfficerFebruary 18, 202013, 2023
(Matthew Iocco)Deirdre Maddock)(Principal Accounting Officer)

135



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: February 18, 202013, 2023By:/s/ Matthew IoccoDeirdre Maddock
Matthew Iocco,Deirdre Maddock, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

136

SIGNATURES - CONTINUED
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SignatureTitleDate
By:/s/Steven RothChairman of the Board of Trustees andFebruary 13, 2023
(Steven Roth)Chief Executive Officer of Vornado Realty Trust
(Principal Executive Officer)
By:/s/Candace K. BeineckeTrustee of Vornado Realty TrustFebruary 13, 2023
(Candace K. Beinecke)
By:/s/Michael D. FascitelliTrustee of Vornado Realty TrustFebruary 13, 2023
(Michael D. Fascitelli)
By:/s/Beatrice Hamza BasseyTrustee of Vornado Realty TrustFebruary 13, 2023
(Beatrice Hamza Bassey)
By:Signature/s/William W. Helman IVTitleDate
By:/s/Steven RothChairman of the Board of Trustees andFebruary 18, 2020
(Steven Roth)
Chief Executive Officer of Vornado Realty Trust
(Principal Executive Officer)
By:/s/Candace K. BeineckeTrustee of Vornado Realty TrustFebruary 18, 202013, 2023
(Candace K. Beinecke)William W. Helman IV)
By:/s/Michael D. FascitelliDavid MandelbaumTrustee of Vornado Realty TrustFebruary 18, 202013, 2023
(Michael D. Fascitelli)David Mandelbaum)
By:/s/William W. Helman IVRaymond J. McGuireTrustee of Vornado Realty TrustFebruary 18, 202013, 2023
(William W. Helman IV)Raymond J. McGuire)
By:/s/David MandelbaumMandakini PuriTrustee of Vornado Realty TrustFebruary 18, 202013, 2023
(David Mandelbaum)Mandakini Puri)
By:/s/Mandakini PuriDaniel R. TischTrustee of Vornado Realty TrustFebruary 18, 202013, 2023
(Mandakini Puri)Daniel R. Tisch)
By:/s/Daniel R. TischRussell B. Wight, Jr.Trustee of Vornado Realty TrustFebruary 18, 202013, 2023
(Daniel R. Tisch)
By:/s/Richard R. WestTrustee of Vornado Realty TrustFebruary 18, 2020
(Richard R. West)
By:/s/Russell B. Wight, Jr.Trustee of Vornado Realty TrustFebruary 18, 2020
(Russell B. Wight, Jr.)
By:/s/Joseph MacnowMichael J. FrancoPresident and Chief Financial Officer of Vornado Realty TrustFebruary 18, 202013, 2023
(Joseph Macnow)Michael J. Franco)(Principal Financial Officer)
By:/s/Matthew IoccoDeirdre MaddockChief Accounting Officer of Vornado Realty TrustFebruary 18, 202013, 2023
(Matthew Iocco)Deirdre Maddock)(Principal Accounting Officer)

160137